Fluttershy's Biggest Secret

Chapters

Chapter 1
Chapter 2
Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 10
Chapter 9

Chapter 1

It was a beautiful day in Ponyville; the birds were chirping, many ponies were bustling about, and the town hasn’t been attacked in at least a couple of months. However, not everypony was in such a tranquil state, most notably the ex-showmare Trixie Lulamoon. She was... resentful, to say the least. She was resentful of Twilight Sparkle, the new “Princess of Magic” (Gah, even thinking of such a pony becoming so important was painful), of Ponyville and its inhabitants for how they completely destroyed her reputation, but mostly of herself, for how low she has fallen and what she has done.

Just three years ago, she fell so far into jealousy she attempted to use the Alicorn Amulet to take revenge upon Ponyville and Twilight, only to be fooled into giving it up by said damned purple unicorn.

But now, Trixie realizes what she has truly done, and, while she still is abhorrent of Twilight, she does want to make peace with those she has pained. The only problem is that of the ponies being still so resentful towards her for what she has done in the past that they never give her a proper chance to make amends. She does remember, however, a particular pony who may be willing to be at peace with her. She doesn’t know much about this mare, only how secluded she is and her peaceful nature, which she only knows about from eavesdropping on some random conversations from when she was sneaking some of the nearby cities, trying not to be noticed as who she really is so that she can have at least some semblance of a normal life. Trixie had to keeping going going between cities nearly every month because somepony would out her as ‘that flamboyant showmare who nearly destroyed a city.’ Ponies can be so unforgiving sometimes.

That’s what most of her recent problems were about: ponies not caring for any chance of her changing and always seeing her as what she was at her lowest. It was as if Celestia got caught raping somepony because she wasn’t able to find a proper lover (or make use of her harem if those rumours were anything to go by). Nopony would ever forget about it, and they would likely never give her credit for everything else she’s done or a chance to redeem herself for that single slip-up! Granted, Trixie’s case wasn’t nearly as bad, but one should expect those who claim to specialize in friendship and peace and who have forgiven the literal God of Chaos himself to forgive her for doing something so rash while in so much pain after how they treated her with her encounter with that bloody Ursa Minor, especially since she actually tried to stop it and effectively delayed Ponyville’s demise enough for Twilight Sparkle to stop it.

But noooo... Twilight gets all the credit while Trixie must languish in obscurity and pain for all eternity! She was grateful that at least the princesses didn’t see her that way, else she’d probably be banished to the moon for a millennia. And possibly worst of all (she wasn’t really able to order all of that hate), Twilight later becomes and alicorn, and thus royalty! The world really conspires to help that mare, doesn’t it?

Whatever, she haven’t enough time in her life to dwell on that. She needs to fix her reputation so she could at least not be pelted with insults and chased out of the city every time somepony so much as looks in her direction. And that meant meeting with this mysteriously kind mare and have her understand just what she has been through.

So here Trixie was, walking around the outskirts of Ponyville in the middle of the day, far enough not to be identified, looking for a pony she has never met before in her life to try and get her to help fix her life. That may have sounded rather selfish, but she really didn’t have the stomach to care at this point.

“Trixie is beginning to wonder if this pony really exists,” She thought to herself while travelling across the east side of the town, nearing the Everfree Forest. “She has been around the entire town, and yet nothing!” She huffed.

Trixie then began to see the edge of the Everfree more clearly and was still unable to find any place of residence that this mare could possibly live in. ”Still nothing. The only place for Trixie left to check is the Forest, but there’s no way anypony would actually live there... right?” She questioned, beginning to contemplate just if this mare is really is as sane as she seems.

”Well, Trixie supposes somepony could live there, but she questions the efficacy of such a living. Would this mare really risk her life so much just to not be around other ponies?” Her stomach growled, once again reminding her of her lack of food. “Be quiet, you’re not helping,” She scolded her stomach for its interruption. ”...don’t all ponies of this town risk their lives by being here? There are major attacks here pretty much every year, but they still live so happily!” She exhaled heftily from her mental and physical exhaustion and examined her options while coming to a stop just outside the Everfree.

”How much bad could really come out of this anyway? The worst thing that could happen is gets brutally killed by whatever monsters are in the Forest, but at least that ends Trixie’s pain.” She normally would have been in shock hearing anypony utter such a statement so sincerely, but with her how she is now, she felt she truly understood such thoughts. She sighed once more at her thoughts on the prospect, knowing that such negative thinking would not hold out in the long run. When she started moving again, she continued to review the possible outcomes. ”If this mare truly does exist, and she does believe me, what’s to make other ponies believe her? They will all think she’s a traitor, helping Trixie for her own good and then they’ll reject her as well. Then all Trixie will have done is dragged somepony down with her!” She began moving through the Forest, weaving around trees and hopping over small bushes while still in the line of sight of Ponyville. ”Or... or what if she fears that she’ll be seen as a traitor and alerts the villagers, or worse, Twilight Sparkle herself, to my presence?!” Her eyes began to well up with tears at the thought of being rejecting so thoroughly... again.

Just then, Trixie noticed something, just some patch of color that was different than the rest of the forest that seemed way off in the distance. It completely caught her attention and she started moving toward it. “Is that it? Is that her home?” she asked herself, her interest piqued. She was exhilarated, only to once again become depressed as she remembered her earlier thoughts about what could happen if she asked this mare for help. ”I-… Trixie doesn’t want to hurt her like that...” She then began again pondering the consequences of showing herself to the mare in the house she has just found, but still moved towards it as though she were fully intending to do so. “I-i-if she does reject me, then I can just go and-” She gulped, now nearly at the door of the house, and crying profusely. ”T-Trixie can just go and kill herself in the Forest!” She yelled internally, as if she were trying to convince herself of her choice.

Trixie then stood at the door of the as of yet unnamed mare’s home, her hoof raising slowly and quivering like mad, while her eyes were near-constantly pouring (the only reason for them not constantly pouring being the lack of fluids in her system.) She finally managed a quiet knock, though even that required prodigious amounts of force to circumvent her subconscious terror.

The terror kept build as the seconds ticked by like hours, and the only thing keeping her from fleeing out of such terror was that the terror itself was paralyzing her. Eventually the door opened a crack and bright yellow mare with a long, smooth pink mane was seen peeking through the opening. “T-Trixie?!” She asked, bewildered. She then all but threw the door open to fully view her guest, who was still crying heavily. “What are you doing here? W-What’s wrong?” She asked, sincerely and sympathetically, to Trixie’s surprise. The cerulean unicorn still stood there, eyes still nearly spouting waterfalls, mouth partially open, trying to express her emotions, but couldn’t get anything out.

“Do- um... do you want to come in?” She politely asked. Trixie still didn’t move but her muzzle was twitching while trying to formulate some form of verbiage. She then abruptly closed her mouth and eyes, attempting to calm herself. It took several seconds for Trixie to open eyes and simply say “Y-yes,” while looking towards the floor.

The yellow mare then moved out of the way to allow Trixie’s entrance, to which she obliged, albeit slowly. Once inside, the host closed the door and moved in front of Trixie and faced her somberly. “Um...” the shy mare started, getting her guest’s attention. “Would-would you like some tea?” She finished.

Trixie quickly nodded.

“O-okay, you can rest here,” She pointed to one of the couches in the center of the room “and I’ll go make some tea.” She then hurried over to the kitchen and started working on the tea while Trixie slowly shuffled over to the couch, still looking towards the floor. ”I guess she really is that kind,” she thought, trying to decide whether that better or worse than her being more normally kind, as the thought of dragging her down with her re-surged more powerful than before.

”Well, there’s no backing out now,” Trixie thought while sitting down on the side of the couch and leaning into its back. She began to contemplate the consequences of her meeting this mare who she still didn’t know much about for a couple minutes, before that same mare came out of the kitchen carrying a tray with two cups and a teapot with her wings. The pegasus laid the tray on the table in front of the couch and sat beside Trixie, but not close enough to touch her. “Um... I-I'll let you talk when you’re ready...” The pegasus said rather quietly. A few more minutes passed in which Trixie and her shy host sat there sipping tea in silence before Trixie began to speak, her eyes now only somewhat leaky.

“T-Trixie has come to... make amends... with those she has wronged.” She said slowly, trying to choose the best words, even though she was pretty sure the mare to which she was talking would understand her whatever way she said it. “She...” she swallowed, still nervous around this new mare, and looked to her side to see her, and starting to see some of her finer features. “She wants to apologize.”

The yellow pegasus quietly nodded in understanding.

“But... but whenever anypony sees Trixie, they see her as infinitely evil and-” She sniffed and wiped some of her tears of her face before looking forward again. “...and irredeemable.”

The shy mare looked down and nodded slowly, showing somber understanding. “How... how long? Since the um...” She glanced around, as though looking for the least sensitive way to phrase her question. “Amulet?”

Trixie inhaled and exhaled slowly, trying to calm herself before continuing. “...Yeah.” She looked back down at the floor and wiped some more tears from her still-leaky eyes. “Trixie tried to live on her own for a few months, but she realized that she needed to visit town for food, but as soon as she was spotted, she was chased out.” The yellow mare beside her sniffled as some of her own tears started coming out and she leaned into Trixie and wrapped a wing around her to comfort her. “Trixie has managed to be in the cities for some time with some conservative clothing and light illusion magic, but sooner or later, somepony notices.” She began to lean into the mare next to her as she started to cry more.

They sat there for some time, just basking in each other’s comfort before the yellow pegasus started to speak. “So, why... why come to me?” She asked, causing both mares to look towards each other.

“I... Trixie has heard you were nice and away from everypony, so she could talk to you without other ponies seeing or hearing her.”

The other mare nodded solemnly and begun to glance around the room but looked back at Trixie when she resumed.

“And, um... since she doesn’t even know you so you wouldn’t hate her as much...”

“Oh!” the yellow mare suddenly exclaimed, although quietly. “I’m sorry, I haven’t even told you my name. I’m Fluttershy,” She said with a slight blush creeping up on her cheeks.

“That’s alright. Trixie should have probably asked.” Trixie said as she started to relax.

“No, it’s- I guess it just never came up.” Fluttershy showed a small smile, being relieved at how casual their conversation was becoming. “So, umm... is there anything else you wanted to talk about right now?”

Trixie paused for a moment before remembering one of the key parts of her internal rant less than half and hour ago. “Yes, Trixie wants- well, needs to talk about why ponies hate her so much.” She stopped for a second, internally wincing at the memories of what she did, before continuing. “The Ursa Minor.”

Fluttershy’s eyes widened at the mention of that, likely out of remembering how afraid she was that day.

“Trixie doesn’t understand why all the ponies treat her so horribly after that. She may have humiliated a few ponies, and she wasn’t able to stop the Ursa, and she was only trying to stop it to show off, but she did stand up to it! Even in the case of the case of the humiliation, it was harmless. Trixie never wanted to hurt anypony...” She ended with her voice breaking up.

The yellow pegasus resting against her started to look slightly guilty and sad at her guest’s own sadness.

“And-” Trixie continued, slowly welling up with tears again, “and Trixie has changed since then! It’s been so long; why won’t anypony give her a chance?”

Fluttershy let her pale blue companion fall back to silence before beginning. “I am. Giving you a chance, that is. And, while other ponies may not be privy to you right now, I assure I will try my hardest to change their opinions about you.”

“R-really!? You’d do that for Trixie!?” Trixie exclaimed, nearly jumping out of her seat with excitement, her smile filled with optimism and glee.

The other mare smiled brightly in reply and said, “Yes, I would. Everypony deserves a second chance, after all! I mean, we’ve given one to the literal God of Chaos, so you should be just fine,” She finished with a comforting pat on the former showmare’s shoulder.

Fluttershy’s next thoughts were completely crushed as a pale blue blur with a touch of off-white came slamming into her, knocking her over and onto the other side of the couch she was previously sitting on, and attempting to completely envelope her.

“Oh, thank you! Thank you so much, Fluttershy! I have no idea what I’d do if you refused!” Trixie practically yelled in relief and happiness.

The pegasus took a moment getting her bearings back enough to understand what’s happening, another to process what Trixie said, one more to realize just how soft the mare holding her is (although slightly mitigated by the fact that her stomach was pretty much entirely empty), and a few more to figure out what to say to Trixie about all of this. She started with a light giggle out of reflex for how happy this situation made her, and followed it with “How could I ever refuse helping in a situation like this!? But...”

Trixie pulled herself out of Fluttershy’s neck to look down into her face, very concerned all of a sudden. “Huh? Wha-? I-?” She let out, unable to stop her eager bafflement until a soft yellow hoof was placed lightly on her muzzle, and she stared with very wide eyes until the owner of the hoof responded. “I can’t help but realize that you didn’t refer to yourself in third-pony just then.” She said with a slight blush on her face, awaiting her next move.

“Oh! I-um-ehm-well...” Trixie stuttered, stopping when she heard Fluttershy’s light giggling, and eagerly waited for her response.

“Oh! Don’t worry!” Fluttershy said, then finally managed to calm her glee down to just a cheery smile. “I actually find it kind of cute when you do that.” She finished, and her blush fully blooming at that comment.

Trixie gained a full blush as well at that and started to look away. “Umm... T-Trixie thanks you f-for that...”

A light giggle escaped the pegasus’s lips as she saw her new friend’s embarrassment before she responded, “You’re very welcome.”

Trixie then looked back at her and her cheeks grew even redder as she imagined the implications of that statement along with her realization of how attractive the mare below her really was.

They both then laid there in silence looking into each other’s eyes, just taking in the features of the other. It was a short while before they began to move their muzzles toward the others, albeit slowly, to bask in the anticipation and lust and longing in the other’s faces.

Their mouths finally met and they closed their eyes before tightening their grip on the other. Soon enough, the blue unicorn wanted more than just surface kissing, and Fluttershy quickly reciprocated that feeling and they began to taste each other. They were wrestling tongues with each other, occasionally licking outside the melding of their mouths as they wrapped their hind legs around the other’s body.

Neither pony knew how long they were like that, just pressing themselves into each other’s face, and licking all around the insides of the other’s mouth before they felt something between their barrels, making them separate.

Trixie looked at Fluttershy in confusion while the pegasus had a look of abject shock and horror on her face as she pulled away from the unicorn and ran to and up the stairs all the while crying and muttering “Nonononononono...”

The cerulean mare took a moment to gather herself and realize what the other pony was doing and shouted after her, “Wait! Fluttershy!” She went after her and managed to get to the base of the stairs before a door upstairs was slammed shut and she stopped dead in her tracks.

Trixie stared at closed door for a moment and wondered what could’ve caused the other mare to freak out like that. She did recall seeing something below her when she went up the stairs, but couldn’t quite make it out. She inhaled deeply with resolve and started to scale the stairs at moderate speed while hypothesizing what that something was, ”It wasn’t one of her animals, they wouldn’t have caused her to freak out...” She then realized what it could have been and blushed heavily at the thought, ”That would do it... but- it was...” She shook her head and sighed heftily as she reached the top of the stairs. ”Maybe it was just a trick of the light or something...” Trixie thought while moving in front of the door to the room Fluttershy was in.

Trixie then pressed her ear to the door as she heard some low murmuring and sobbing from the other side, “...have ruined my chance to help her! Now she’s just going to think I’m a freak and I was nice to her only because I wanted to have sex with her!” Fluttershy said before breaking out into full-on bawling.

After hearing this, Trixie resolved to help her new friend and quietly opened the door and treaded into the room before closing the door. Her eyes were then drawn to the yellow pegasus in the back corner of the room, sitting in the fetal position with her wings enveloping her and covering her face, and her slightly frazzled pink tail wrapping around her hind legs.

“Fluttershy...” Trixie started, attempted to re-initiate conversation with the shy mare.

“Nonono... she’s here, she’s here, she-” Fluttershy inhaled deeply before continuing to whimper.

“Hey,” the unicorn began again, attempting to get the other mare’s attention.

The yellow pegasus stopped at this, and moved her head up far enough to show her face, most of it still covered by her mane, but one eye was shown and able to see the sympathy in Trixie’s face.

“What’s wrong? Did Trixie do something wrong?” Trixie asked solemnly.

“No!” Fluttershy shouted, louder than normal, causing the other mare to recoil slightly. “No, you didn’t do anything...” She started again, more quietly this time, covering her head again. “No, I just...” She sniffled heavily. “I just didn’t w-want you to see... umm...” She said, lowering in volume throughout the entire statement until she was nearly inaudible.

“You didn’t want Trixie to see what?” Trixie responded, slightly confused.

Fluttershy lightly chuckled at this, causing Trixie to smile a bit, but she still didn’t answer. After a couple seconds of silence, the unicorn continued, “Your penis?”

The other mare stopped moving at that, and lowered her head and resumed motion before responding, “Y-yes...”

There was a moment’s pause before Trixie said “Let Trixie see.” She didn’t know entirely why she said that, but she definitely did not want to back out of it.

The pegasus stopped once more, though this time more completely before raising her head with a bewildered look on her face as she looked at a sympathetic, yet completely serious Trixie Lulamoon. “W-w-why?” She stuttered.

“W-well, I-” Trixie false started. “Trixie believes friends shouldn’t have to keep secrets from each other.” She noted that that statement didn’t really require her to actually see her friend’s ‘secret’, but she was hoping Fluttershy didn’t notice.

“Um...” She seemed to think about it for a moment, glancing to her sides then closing her eyes and looking back up at the showmare in front of her before responding, “O-okay,” She said, before slowly moving her wings back behind her, then gathering up her courage before finally separating her hind legs to reveal her biggest secret.

Trixie inhaled sharply at the sight of it; a very large canary-colored cock, around 15 centimeters in length and 4 in diameter, complete with a pair of balls, each nearly 12 cm in diameter.

“D-do you... like it?” Fluttershy asked cautiously after a second’s hesitation.

Trixie glanced up at her face before resuming staring at her massive cock. The unicorn’s breathing was becoming ragged as she slowly approached the shaft.

“Um... T-Trixie?” The yellow mare asked, now slightly worried.

Trixie didn’t even look at Fluttershy this time, instead opting to open her mouth enough to stick her tongue out in preparation to lick the stallionhood fully filling her attention.

The pegasus got wide-eyed in anticipation of what she realized Trixie was about to do.

Trixie finally made contact with the tip of Fluttershy’s cock, causing her to moan softly. The cerulean mare began moving her tongue around the edge of the shaft, causing its owner to moan consistently. The shaft slowly began to grow as Trixie began to massage the sides of it with her hooves, treadfully running them up and down the maremeat in sync from the tip to the base.

The yellow mare was moaning slightly louder now, her eyes half-lidded due to the pleasure. Her stallionhood started leaking precum, which the unicorn massaging her cock greedily licked up after she abruptly shoved its head into her mouth. Fluttershy’s dick was nearly 25 centimeters in length now, but was still growing steadily. Trixie hardly noticed this however, as she begun to move her head down the shaft, making it’s owner to moan with higher pitch and volume the deeper it was in her.

Trixie reached the medial ring before she realized just how big the cock currently stuck in her throat was getting and begun to pull out. Her efforts were stopped by a pair of yellow hooves burrowing into her frost-coloured mane, forcing her down the massive pillar of maremeat as it grew. The hooves did let her pull back after that, but then they forced her back down to the halfway point from the tip with gusto. Fluttershy moaned even louder with that action as her cock started precipitously producing precum while moving Trixie’s muzzle up and down her huge dick.

Trixie had to suppress her gag reflex in order not to choke on the growing stallionhood she was being forced to fellate, going past 45 cm and starting to slow down. Her eyes began tearing up from the pain of her jaw being forced open so far but also the pain (or was it joy?) of being rutted so thoroughly and used as nothing more than a fucktoy by the mare whom she met so recently.

Fluttershy’s cock began to throb powerfully as she started to hump Trixie’s face in sync with her hoof shoves, forcing more of it down her throat. The sapphire mare’s mind was completely blank at this point, only able to experience the feeling of the huge shaft being pumped ruthlessly into and out of her body and the precum flowing straight into her stomach.

The yellow pegasus’s moaning reached a fever pitch as her pre’s production suddenly stopped, only for it to be replaced with a near-gallon spurt of cum shooting through her cock and into Trixie’s belly. This spurt was followed by another and another, forcefully distending the unicorn’s barrel while Fluttershy started squealing in carnal delight.

Around 5 spurts of cum came out of the pegasus’s shaft before she released her hold on Trixie’s head and her cum blasts started to force the ballooning mare off her cock. Once Trixie was no longer secured around the gigantic stallionhood, the ejaculations shot her into the opposite wall, knocking her unconscious. Her cock was then finally revealed in its full glory as a massive pillar of meat nearly 60 centimeters in length and 10 in diameter.

Fluttershy kept spouting cum for more than half a minute before her production began to die down and she stopped squealing. She begun panting out of exhaustion and saw the giant splatter of cum covering her new friend. “T-… Trixie...” She said before finally passing out.

Author's Note

I suppose I should note that the proportions I’m working with here have the ponies about a meter tall (from hoof to ear), with their barrels nearly a third of that (from hindlegs to forelegs).

Chapter 2

Fluttershy woke up in her bedroom and immediately realized something was off. Not only was she resting on the floor, judging by its hardness, but she smelled a heavy scent of musk around her. When she got around to lifting her eyelids and looking at her surroundings, she noticed a heavy white splatter on the wall opposite her, and it seemed to be covering a pony. She looked at it for a moment before remembering the events prior to her unconsciousness, inhaling sharply at the memories, causing her to cringe at the pungent scent still permeating the room.

The pegasus stood up and glanced over at the window near her and noticed it was still bright out. “At least I wasn’t out for too long...” She sighed and looked back at the plastered white mare whom she remembered used to be a pale blue. “Trixie...” Fluttershy thought before moving towards her. She touched her hooves to Trixie’s sides and found that the cum was still rather sticky. She sighed again. “What have I done?”

The yellow mare then picked up the wet unicorn with her forelegs and stood up on her hind legs and started walking to the door. She opened it with one of her wings, stepped through and continued walking towards the bathroom.

When Fluttershy entered the bathroom with Trixie in-hoof and closed the door, she paused for a moment. “This is going to take a while to get out,” She thought while looking down at her friend. The pink-maned pony resumed movement towards the shower, then stepped inside and set the other mare down, and she now found it fortunate that the shower was large enough to easily fit multiple ponies.

The yellow mare turned the shower handle and let out a small ‘eep’ as the cold water struck her. She then started to rub Trixie with her hooves, trying to get the ludicrous amount of cum out of her coat.

She rubbed Trixie’s side for a while before her sapphire coat finally began to show through the white plastering. “Even that little section took so long; this is really going to take a while,” Fluttershy lamented. She let the water flow over the former showmare, aggressively rubbing across her entire barrel in an attempt to wash the cream out, also forcing a light amount of it out of her belly that she now remembered she had pumped into her.

She was at that for more than 10 minutes, just forcefully cleaning Trixie’s coat and draining her stomach, starting at the barrel, moving to the forelegs, the back, and then the hind legs. She noticed Trixie’s soft moaning over the sound of the running water as she cleaned between her hind legs. She started fantasizing about screwing Trixie again, but had to stop herself before she ended up making the situation worse. “No! Bad Fluttershy!” She scolded herself. “You can’t rut her when she’s unconscious like that! Especially when rutting her is what made her go unconscious in the first place.”

Fluttershy then started to clean Trixie’s neck and head, this time noticing a slightly disappointed sound coming out of the partially plastered pony. The pegasus once again pull herself out of her sexual fantasies of thoroughly fucking the helpless mare in front of her.

She then moved on to the mane and tail, thankfully easier to clean than the rest of her as she took no more than a minute on each part. After the yellow pony was done with cleaning the cum off of her friend, she took the bottle of conditioner and squirting some on her hoof before pressing it into the sapphire mare before rubbing it over her in the same movements she used previously. The whiteness of the conditioner once again had her imagining things, such as splattering her cum all over Trixie again, or shoving her fully erect shaft into her pussy and inflating her so much she could hardly be described as a pony anymore. Oh Celestia, that image; so big, so full, so fucking- “Stop!” Fluttershy yelled at herself.

She closed her eyes and sat down for a few minutes in the relative silence of the shower, just calming herself down from the sexual high she nearly became enraptured by. “Okay, you seriously need to stop thinking so sexually; she came to you for help and now she’s like this because of your stupid libido.” She inhaled deeply and opened her eyes to view whom she met not more than a few hours ago. “Control yourself, Fluttershy,” She thought to herself as she started moving her hooves back to Trixie to finish cleaning her.

Fluttershy finished cleaning and rinsing the unicorn’s head before she grabbed the shampoo bottle and squirting some on her hoof. “Alright, let’s not get out of hoof this time.” She then started to coat the off-white mane belonging to former showmare. “There’s nothing sexual about this. I’m just helping a friend. A friend who I knocked out with my stupid dick.” She sighed heavily, beginning to regret ever meeting Trixie.

“No! You can still help her!” Some part of her mind called out.

“How? The first thing thing I do to her is force her down my cock and slam her into a wall with my cum.” She responded.

“No, the first thing you did was promise to her that you would help her. Even when she was blowing you, she initiated that!” That side of her mind called out again.

“Yes, but-”

“No! No buts! You do need to apologize to her for what you did, but you are not irredeemable, and neither is she for that matter! She still needs your help, and if you don’t give it to her, Celestia only knows what she’ll do!”

“...You’re right. She is still my friend, and needs my help.” Fluttershy resolved.

Once she was finished cleaning Trixie’s mane, she began to clean herself, going through similar motions to how she cleaned the other mare, albeit more animatedly and with the addition of her wings.

After cleaning herself off, she turned off the water and picked up the sapphire mare with her forelegs once again and brought her out of the shower. She then reentered her bedroom, placing Trixie upon the bed making a mental note to clean the cum splatter on the wall later that day.

Fluttershy finished feeding all of her animals and sat down on the couch in the middle of the main room, deciding to leave Trixie to her devices for the time being. “So, how do you want to break the news to them?” She asked herself, ‘them’ referring mostly to her friends (whom she remembered being predominantly anti-Trixie).

“Well, I should probably start with Twilight, she’s pretty understanding and I don’t think she would hold a personal grudge against her, I just have to tell her the way Trixie sees things,” She reasoned. “Then maybe Pinkie, there’s no way she would be so resentful as to not forgive her,” She thought before inhaling deeply in anticipation of having to deal with the rest of her friends. “I think maybe Applejack next, she wouldn’t be as grudgeful as the others. I suppose I should just give her time with it. Then Rarity and Rainbow Dash,” She sighed with a slight groan. “They’re going to be very difficult.”

“But, I don’t think I should tell any of them that, or at least not yet.” She chuckled and blushed lightly at the thought. “‘Hey girls, do you remember that showmare who showed up in Ponyville a few years ago and later nearly took over Equestria with the Alicorn Amulet? Yeah, she came to me to talk about it and we ended up making out and I shoved my massive futa cock down her throat and ejaculated her into a wall.’ Yeah, not awkward at-” She jumped forward in her seat as she was interrupted by a knock at the door.

The yellow pegasus sighed and reluctantly got up to walk over to the door. She opened it a crack and saw a certain fashionable white unicorn with a smooth purple mane. “Dang it, I have to do this now!?” She lamented before opening the door a bit more and saying “H-hi, Rarity.”

“Are you alright, darling? You were supposed to meet me at the spa an hour ago.” She replied, slightly concerned.

“Oh!” Fluttershy said, remembering that her spa date was today. “Um, sorry. I was as little busy.” She finished, looking slightly guilty.

“I hardly think whatever you were doing made you just a ‘little’ busy, darling. These appointments are supposed to be important!” The white mare pressed.

“Y-yes, well-” She gulped, “I met somepony, and she was really sad so I had to talk to her for a while. She was still so sad, even after I agreed to help her with her problems, so I allowed her to stay here for as long as she needed and she’s kind of sleeping in my bed right now.” She said rather quickly, slightly looking away in remembering how sad her guest was.

Rarity narrowed her eyes a little, clearly suspicious. “May I ask who ‘she’ is?”

Fluttershy closed her eyes for a second, preparing for the backlash of who she was going to mention. “It’s T-” She gulped. “Trixie.”

The other mare’s eyes grew wide and her mouth went slightly agape in shock. “Trixie!?” She shouted. “You mean the showboating unicorn who humiliated me and two of our friends in front of the entirety of Ponyville, and then nearly enslaved them with the Alicorn Amulet!? Her!?” She asked, mostly rhetorically.

“There it is,” The shy pony thought before quietly responding “Y-yes... she-”

“How could you possibly help her!?” The unicorn began shouting again. “And you- wait. What do you mean she’s ‘kind of’ sleeping in your bed? You didn’t have sex with her, did you?” She asked, clearly peeved.

Fluttershy recoiled slightly at the accusation, knowing its truth. “I-umm...” she replied, unable to get any coherent thoughts out, but her rising blush told Rarity everything she needed to know.

“You did! Oh Celestia, I can’t believe you!” She yelled back, somewhat louder this time. “How could you!? You betrayed us!” The seamstress continued, completely unable to fathom how somepony so seemingly evil as Trixie could actually get one of her friends to help her.

“Rarity, I-” The pegasus started with her eyes beginning to tear up, only to be cut of by the white mare still in front of her.

“No! You don’t get a say in this anymore! I can’t forgive you for what you have just done!” She said before starting down the path back to Ponyville.

“Rarity, wait! I can explain!” Fluttershy shouted back at her friend, but no response came. “She would have killed herself if I didn’t help her!”

Rarity stopped mid-stride for a few seconds before turning around to view the mare she was just walking away from.”What?” She said in doubtful confusion.

“She- she wants to apologize,” The other pony responded.

The alabaster unicorn stared at Fluttershy in an eerie silence for what seemed like hours before she began to slowly walk back to the house.

The silence, punctuated only by the sounds of wind and hoof-falls, lasted until Rarity stepped before the door to Fluttershy’s home, when she quietly said “Okay. I will give her a chance.” She then looked behind the yellow mare to see a sapphire-colored unicorn standing at the base of the stairs.

Fluttershy realized her friend wasn’t looking at her, to then turn around and see Trixie, silent, with her eyes darting between herself and Rarity. “W-well?” She asked Trixie.

The blue mare opened her mouth as though to speak, but quickly shut it and closed her eyes to compose herself. She then opened her eyes and moved over next to Fluttershy, looking at the other unicorn all the while. “Trixie is sorry,” She started, but was interrupted with a sniffle coming from how she looked to be affecting her only friend’s relationships, “For humiliating you in front of Ponyville and- and for everything she did with the Alicorn Amulet.”

Rarity closed her eyes for a moment and nodded slowly. “Thank you,” She replied before looking back at Fluttershy. “And, I suppose I should let you tell the others when you’re ready?”

“Y-yes, I would appreciate that,” The pegasus said and Trixie nodded in agreement.

“Okay, then I guess I will let go back to, umm...” The fashionable pony responded and finished with a rosy blush covering her cheeks. This blush was reciprocated by another on the other mares as they looked away in embarrassment. Rarity then turned away and closed the door with her magic, before walking down the path and trying not to imagine what those two ponies would get up to.

Chapter 3

Trixie was in silent contemplation while sitting on the couch in the middle of Fluttershy’s cottage when the butter-yellow pegasus herself plopped down next to her, breaking her concentration. “Are you alright, Trixie?” The pegasus asked, ever sympathetically.

“Yes, Trixie was just thinking about how we could break our relationship to your other friends. She doesn’t think she can handle another one of them reacting like Rarity,” The sapphire unicorn responded while looking towards Fluttershy.

“Oh, fair,” the other began before breathing sharply in to continue, “but I don’t think we really need to tell them about everything we do.” She chuckled lightly and held a bit of a blush before resuming, “I think we should start with Twilight,” Trixie winced at the name, “and then Pinkie. They likely wouldn’t keep a grudge on you, especially when they’ve seen how much you’ve changed.” She finished while putting a hoof on her friend to comfort her.

“Can we start with Pinkie? Trixie doesn’t want to meet with Twilight,” The showmare asked after a moment of thinking.

“Why don’t you like Twilight? I mean she’s an alicorn now, she stopped Nightmare moon and you with the Alicorn Amulet...” Fluttershy paused, considering the implications of that, “but she also stopped of the Ursa Minor and... and took all of your credit. Hmm.” She finished flatly, realizing the reason for Trixie’s resentment. “Well, I can go and talk to her alone if it makes you that uncomfortable.”

Trixie’s eyes brightened slightly at the kindness. “T-thank you, Fluttershy, but Trixie thinks she needs to meet with her. I-I mean, if you meet her alone, she may think you’re lying and just aiding Trixie in some evil plan, and-and she’ll-” Her rambling was interrupted by a yellow hoof placed over her muzzle.

Fluttershy giggled lightly at how quickly Trixie stopped, and even more when she saw her look of shock. “She’ll believe me. We’re friends. And don’t worry,” She said, pausing to take her hoof off of the other mare’s muzzle, “I’m not going to force my newest friend into something she feels uncomfortable with.”

Trixie slightly relaxed at being called a friend and began staring into the other pony’s eyes. Fluttershy began doing the same, only to stop herself and question her frost-maned friend, “We’re not going to have a repeat of previously, are we?”

“Oh, yes. We are,” Came the unicorn’s slightly husky response before she pounced on the pegasus, pinning her to the couch while fiercely making out with her. They began to sloppily make out again, but much more energetically this time. Their tongue movement was erratic and passionate, their forelegs wrapping tightly around each other, forcing them together, and Fluttershy’s wings enveloping it all.

The kissing, the hugging, and the occasional moaning coming from either of them turned them on like nothing else they’ve experienced before, so it wasn’t long before the both felt that something special pressing between them, only this time, they didn’t separate right away. They kept going and going until it was nearly at full mast before Trixie pulled away, making Fluttershy whimper quietly at the sudden loss of contact.

“I want you, Fluttershy. I want to take all of you,” The lusty sapphire mare said, panting from lack of air.

“I don’t think it’ll fit-” Fluttershy responded before getting cut off by the mare above her.

“We’ll make it fit,” Trixie commanded while beginning to lift her backside up and positioning the massive piece of maremeat right below her frothing cunt.

The pegasus gasped as her tip touched the other pony’s sex, who was still staring lustily into her eyes. Trixie then bit her lip and forced herself down the fully hard cock, letting out a loud moan and stopping only when she reached the medial ring. She begun to bob her backside up and down the shaft, slathering the top half of it while letting her liquids drip down the rest of it and the connected balls.

She then tried to force herself past the medial ring, getting past it after a few pushes. Trixie groaned in equal parts pain and pleasure as she shoved herself further down the huge cock, stuffing her marehood with more than it was ever supposed to handle while beginning to have her belly distended. She leaned back on the next push to get more of the stallionhood inside of her. She stopped at the base this time, eliciting an exasperated groan from the mare she was fucking.

“See!?” She panted, “It does fit!”

Fluttershy couldn’t respond to this as she could hardly even think of anything beyond the tightness of Trixie’s pussy around her cock while her tongue lolled out of her mouth and her wings shot out in pleasure.

Trixie started to move up to the medial ring and back down to the base, forcing another loud moan from her well-endowed friend. She pumped up and down the shaft with lust written all over her body, her juices coating and re-coating the bottom half of it again and again. Fluttershy wrapped her hind legs around the blue mare on top of her, trying to shove her down her cock with more force.

Trixie took the hint, moving along the stallionhood faster, constantly panting and moaning now. She then rolled her eyes back and squealed as she began to orgasm, spraying more of her fluid onto the shaft stuffing her. She kept going faster until she was practically slamming her herself onto the pegasus, starting to moan loud enough to be heard easily from outside the house as she was kept in the throws of orgasm, riding up and down the waves like she was riding her friend, constantly pouring juice onto her barrel and balls.

Fluttershy shot her head back and began to scream as her shaft throbbed, beginning to shoot cum into Trixie’s womb, inflating it beyond the protrusion in her belly it that was her huge cock. It kept growing until it could easily fit a pony inside of it, at which point the sapphire pony passed out from the pleasure and fell backwards.

After Fluttershy finally stopped cumming, she took a moment to recover from the exhaustion before sitting up with her cock still stuffed in Trixie’s marehood, seeing the big cum balloon that was her friend and felt the pleasure coming from it and wanted more.

She grabbed hold of Trixie’s hind legs pulled her stallionhood out from the sapphire mare until just the tip was still inside her, and then shoved it back in at speed. A loud, guttural moan escaped from the yellow pony’s lips as her groin and balls audibly smacked into the other mare’s hindquarters, making her balloon of a belly slosh around lightly.

She repeated these actions, pulling back then slamming forward and moaning loudly, slowly getting faster and moaning louder until she was smacking into Trixie about once a second and her blue heavily overfilled belly was constantly sloshing back and forth like a small waterbed.

Fluttershy was panting now, tired but still repeatedly shoving her entire length into the unconscious unicorn, rocking the couch they were on and making it creak with pressure. She was nearing her release, and closed her eyes and started thrusting harder, the smacking mixing with her moaning to portray a truly lewd symphony. Her cock began to throb again, forcing liters of cum at a time from her balls into Trixie’s womb, expanding it ever larger as the yellow pony screamed in pleasure.

When she was finally done cumming and screaming, she started panting heavily, completely exhausted from the thorough rutting she gave her friend, only then noticing how big she made her. Trixie’s belly was nearly six times the volume of the rest of her, only allowing her backside to be seen from where Fluttershy was sitting. She was in awe at the scale of it and could do nothing but look at its size and jiggling motion while breathing heavily until a loud knock and a familiar voice came from the door.

“Fluttershy, I heard you scream! Are you alright?!” It said, sounding worried.

The mare in question froze in shock at hearing the voice. ”Oh no! Not now! Anytime but now!” She thought to herself, beginning to panic.

“Fluttershy! Say something! I need to know if you’re alright!” The voice came again.

Fluttershy realized she had to do something in this situation, if she didn’t, the pony at her door may force the door open and then they’d see her screwing Trixie, and then they’d tell everypony else and-

“I’m going to teleport in there if you don’t say anything!” The voice spoke once more, now sounding quite concerned.

“I-” The pegasus whimpered, trying to say she was fine, but her voice died in her throat. She next tried to pull her shaft out of the cumflated mare before her, not knowing what she would do after that to explain to her guest why a giant balloon resembling Trixie was filled with semen in the middle of her room.

“Alright, I’m coming in!” The voice shouted before a large flash of light appeared in front of the door, and then dissipated to reveal Princess Twilight Sparkle. She immediately saw her pink-maned friend and begun speaking frantically, “Fluttershy! Is everything... alright...” She trailed off when she noticed the massive sapphire-colored unicorn inflated larger than both Princess Celestia and Luna combined and the huge stallionhood shoved into her that seemed to belong to Fluttershy. “I... what the... wha...” She said in shock and confusion before passing out.

Chapter 4

Princess Twilight Sparkle woke up laying on her front with blurry vision and nebulous hearing, unable to tell where she was. She saw a pink and yellow blob in front of her and she blinked her eyes a few times to reveal the blob to be a rather sympathetic-looking Fluttershy.

“Oh good, you’re up,” The yellow pegasus said when Twilight looked up at her.

“Fluttershy?” She asked, now realizing she was now in the aforementioned pony’s bed.

“Are you alright, Twilight? You passed out,” Fluttershy replied, slightly concerned.

“Um, yeah.” She sat up before continuing, “I think I remember seeing...” She looked down and squinted her eyes, trying to recall why she passed out, “something.”

“Umm, yes...” The other mare blushed heavily, making Twilight even more confused. “But we’ll talk about that later. For now, let me just get you some tea,” She said, and then walked to the door. “Oh, and stay in here, please,” She added as she opened and stopped just beyond it.

“Uh, alright?” Twilight responded, letting Fluttershy close the door behind her.

The alicorn then stared at the door for a few seconds before she laid back down and returned her gaze to the wall opposite her. “What is up with her?” She thought to herself. She next glanced around the room, trying to occupy her time, when she noticed a wet spot one of the walls.

The purple mare sat up and got off the bed to walk over to the wet spot and stopped in front of it, finding the wetness to flow onto the floor next to it. She noted the strong, clean smell coming from it, different from the rest of the room and hypothesized that it was to cover something else. She put her muzzle right above the wet floor and sniffed deeply, sensing the secondary smell below the clean one, but was unable to identify it.

After she was done smelling the stain, she lifted her head back up and sat down next to the bed, leaning her back into it, and begun to contemplate what happened before she woke up here. “Okay, so firstly,” She started, ”I remember walking down the path to Fluttershy’s cottage, and hearing her scream. I then ran up to the front door and called to her multiple times, but didn’t get a response.” The princess then closed her eyes and put a hoof on her forehead to focus on what she remembered next.

“So I teleported into the house and saw Fluttershy sitting in front of some really big light blue balloon?...With hind legs and a white tail, and she had something long connecting her barrel to between the base of the legs...” She opened her eyes abruptly, realizing what could’ve been going on. “...which is where the genitalia would be if that balloon was a pony. Making that something long a penis, so would the entire thing be a sex toy? Then why-” Her thoughts were cut off as the door opened with Fluttershy on the other side, carrying a tray that contained two teacups and a teapot with her wings.

Twilight stared at her pegasus friend as she walked in front of her, setting the tray between them. She looked at the alicorn and cocked her head to the side and said, “Twilight?”

The mentioned mare shook her head and put her hoof back at her side. “Sorry, I was just thinking.”

“About why you just woke up in my bed?” Fluttershy asked, picking up a cup with her hoof.

Twilight looked down and nodded, “Yeah.” She squinted her eyes and continued, “I remember seeing some, like, giant blue balloon that you were sitting next to. What was that?”

“Um, I’ll show you in a minute,” The pegasus replied with a slight blush before taking a sip of the tea.

“Okay...” The lilac mare said before levitating the other cup to her mouth and taking a sip of her own. “Yeah, that was definitely something sexual,” She thought to herself, still baffled.

Fluttershy stood up after she polished off her third cup of tea and inhaled deeply. “Alright,” She said, still visibly nervous.

“Alright?” Twilight asked, confused as to the sudden change from their previous conversation.

“Alright, I’m ready to show you what happened now,” Responded the yellow mare, trying to remain calm.

“Oh, okay,” The alicorn said while she stood up. “Well, uh, go ahead,” She continued, slightly uneasy from her friend’s immense fear on the matter.

Fluttershy walked over to the door and opened it as Twilight followed, inhaling deeply again before walking through and going down the stairs, allowing her to see what that ‘giant blue balloon’ was.

“Whoa...” She said, her eyes wide open in awe, then squinting in confusion. “Wait...” She moved down the stairs to get a better look. “Is that Trixie?!” She shouted in horror.

The pegasus looked at Twilight before closed her eyes and tilting her head downwards. “Y-yeah...”

The purple pony walked slowly forward towards the blue inflated showmare as she asked, “What... what did you do to her?”

“I, um... i-inflated her... with, umm...” Fluttershy replied, looking back at her friend and heavily blushing.

Twilight glanced back towards the pink-maned mare who was still standing at the base of the stairs, “With what?”

“W-with my, umm...” She breathed deeply in and out before finishing, “with my semen.”

The lilac alicorn stared at Fluttershy in utter bewilderment. “What.”

She closed her eyes for a moment before elaborating, “Yeah, I-I came inside of her. A-a few times, actually, and now she’s like this.”

Twilight stared at her for a minute, trying to comprehend what she just said. “But... how? You don’t have a-... a penis...”

“Yes, I do. I-I just haven’t told anypony about it before...” She responded, looking at her friend in guilt and sorrow.

“Okay, umm...” Twilight started, trying to find something else to talk about. “Why... why Trixie? Why is she here?”

Fluttershy sighed before beginning, “S-she came here at noon, to talk to me about trying to fix what she’s done to everypony.”

“How so?” The other pony asked, turning her body around to face the pegasus.

“She wanted to apologize,” She sniffled slightly, “for everything she’s done.”

Twilight saw her friend’s sadness, making her believe what she was saying was true. “Alright... and all of this?” She gestured at the balloon of a belly Trixie had.

Fluttershy blinked a few times, trying to clear the tears out her eyes, “We were talking about how to fix her reputation, so she can actually live a decent life, and then she hugged me when I agreed to help her... a-and then we kissed... a lot, but then my p-penis came out and I tried to hide in my bedroom. S-she came back to me though, and got me to show it to her, and then she started sucking it a-and I came in her throat...” She rambled, blushing profusely and turning her head to the side.

“But... that isn’t why she’s like this now. That was in your bedroom...” Twilight observed.

“Y-yeah, this is different...” The yellow mare replied before continuing her story, “We showered after that first time, and t-then Rarity came here, so I had to explain to her what was going on with Trixie-”

“Rarity knows about all of this?” The alicorn interrupted.

Fluttershy paused for a moment, looking at Twilight, then answered, “Um, no. She only knows about Trixie trying to apologize and that we had sex, she doesn’t know in what way though...”

“Oh... but she understands?”

“Yes, and she agreed to not talk about it to anypony else,” The pegasus responded, leading Twilight to nod in understanding, allowing her to resume. “So, were we on the couch here,” She pointed at the couch Trixie was currently laying on, “talking about how we would bring this up to our other friends, and then we... we made out again, and Trixie wanted to take my penis in her marehood, so I, um, obliged. ...A few times...” She finished, lowering her head and hiding her face with her mane.

“Okay...” The lilac pony began, trying to process everything that was said, “and that was...?”

“Right before you teleported in here...” Fluttershy stated, rather embarrassed.

Twilight’s eyes opened wide at that, putting the events together and realizing just what happened. “Oh! I’m so sorry! I didn’t mean to interrupt that! I just-”

“Heard me scream and thought I was in trouble,” The yellow pony completed and comforted her, “It’s alright, I understand,” Her blush starting to die down.

“Oh, okay,” Twilight sighed in relief, “I wasn’t sure if you could forgive me for disrupting something so intimate...”

“How couldn’t I? You didn’t do anything wrong,” Fluttershy affirmed, before continuing, “but, you know, Trixie said something similar before we made out that first time...” She licked her lips lustily, her blush returning full force.

The alicorn looked at her friend in confused arousal, unsure of why she was suddenly so forward. “Uh, F-Fluttershy? What are you doing?”

“Don’t tell me you don’t want some of me, too,” The lusty pegasus told Twilight, advancing towards her, making her back up out of fear.

“Fluttershy! We can’t do this right now! I have to actually remain mobile for my duties! I can’t be inflated like a balloon like Trixie!” She yelled back.

“Yes, but you know you want it. You want it more than anything else...” Fluttershy replied seductively, starting to stroke her cock as it came out of her sheath.

“No...” Twilight denied as she saw her friend’s stallionhood, her pussy beginning to drip juices down her hind legs. She then bumped into the wall behind her, giving her nowhere to go as the yellow pony before her continued to look lustily into her eyes, her penis starting to lengthen.

“No!” The alicorn shouted as she picked Fluttershy up with her magic, floating her up a meter or so to prevent her from doing anything more. She closed her eyes and breathed deeply in and out a few times to calm her nerves and arousal, before she spoke, “Fluttershy...”

The pegasus snapped out of her lust-induced haze, and begun apologizing, “Oh! I’m sorry, I didn’t mean to do that! I-I just got really aroused thinking about what happened with Trixie...”

Twilight sighed and set her down. “It’s alright. It’s just that we should probably do something about this first,” She said as she pointed her hoof at the inflated unicorn on the couch.

“Oh! Right, yes, sorry...” Fluttershy apologized again, looking guiltily at her lilac friend.

“Like I said, it’s alright,” She responded, moving back over to stand in front of Trixie. “Okay, just let me...” She said to nopony in particular before she begun levitating all of the cum in the sapphire-colored mare’s womb, and pulling it out through her sex. The white liquid flowed out of her, deflating her belly, and formed into a small ball that slowly grew.

The yellow pegasus looked at the show in slight arousal as she felt her stallionhood begin to harden again. She sat down and closed her eyes to try to block out that mental image, but it was quickly replaced by others, mostly of inflating Twilight the same way she did to Trixie, making her shaft grow longer, nearly at half of its full length now.

“No! Stop that!” She mentally scolded herself. “You have to let her help Trixie! You can’t just rut anypony you want whenever you want, especially when that pony is trying to help you.” She sighed as she failed to get the images out of her head. “Just try to focus on something else, like nature. Nice, peaceful nature. With leaves blowing in the cool breeze, birds chirping across the sky, bunnies and squirrels frolicking all around, where nopony is going to care if you fuck somepony into unconsciousness... no, that’s not helping.”

Fluttershy shook her head quickly to clear her mind, “Okay, how about Ponyville? There’s the nice, clean streets surrounding the pastel houses, and ponies walking about. They’re so nice, so pleasant, so sexy, like with Rainbow Dash’s tight muscles, Pinkie’s fat flank, and Rarity’s plump lips, all so eager to be fucked, just begging me to shove my huge cock into them and just pump them full~. Oh, Celestia, yes, mmmmmm~”

“Um, Fluttershy?”

The pegasus was snapped out of her reverie, just now noticing the purple alicorn in front of her, staring at her exposed balls and fully erect stallionhood as she rubbed her hooves up and down it at speed, lathering it in her precum. “O-oh, hi Twilight,” She moaned.

Twilight rubbed her hind legs together, compressing her frothing sex, and panted lightly. “Umm... are- are you alright?” She asked, not knowing what to say.

“Nnf...” Fluttershy moaned again, “Ah, yes... I am alright,” She said huskily. “I’m so alright right now~...”

The other mare stared at her a moment longer before she begun moving towards her, so completely enthralled by the massive dick that she didn’t even realize she was walking towards it until she was close enough to touch it. “Um, I-I really shouldn’t do this...”

“You know you want to, Twi”, The pegasus replied lustily, “You know you need to...” She finished, her words riddled with moans and pants.

Twilight was silent, save for the heavy exhales she made out of lust, while she reached a hoof over to the middle of the oversized stallionhood and lightly touched it, feeling the warm layer of precum smeared over it as she moved her hoof downwards along the front of the shaft, feeling every pulse and vibration as Fluttershy continued vigorously working her hooves on the rest of it.

The lilac mare finally got her hoof to the base of the shaft, and begun feeling the huge pair of balls resting beneath it, slightly pressing into one of them, eliciting a louder moan from its owner. She then put her other hoof on the other testicle and pressed them both down a little harder, making Fluttershy moan even louder and her precum production spike.

Twilight moved her hooves around the balls, massaging them and squeezing them together, driving the well-endowed pegasus closer to orgasm. She then realized a better way to pleasure her, and took her hooves off of the giant ballsack, only to replace them with magic. She caressed the testes with her magic aura, making their owner release more guttural moans, before she pressed into them from all directions, and a loud squeal was heard from above.

She continued squeezing her sack as Fluttershy pressed into her cock harder, rubbing up and down it faster as it began to throb powerfully, her precum stopping and immediately being replaced by a massive rope of cum that splattered against the ceiling and then rained down on the purple and yellow ponies in the middle of the room, as well as the blue one still laying unconscious on the couch.

That rope of cum was followed by multiple others, as Twilight squeezed the balls that it was coming from harder than before and Fluttershy hugged her cock tightly and humped her forelegs quickly while continuing to squeal. The orgasm lasted for more than a minute, plastering most of the room, and all of the mares in it, with a layer of cum. When it finally died off, the two ponies that masturbated the excessively productive cock laid down on their backs, panting from exhaustion.

They were there for multiple minutes, just basking in the feeling of being covered in cum, before the unicorn on the couch stirred. She opened her eyes, noticing the white, dripping ceiling, the weird warmness covering her body, and the very strong scent of musk in the air. “What... what the Tartarus?” She asked, completely baffled by it all.

The yellow and lilac mares heard the question and both sat up and shook their heads, trying to get some of the cum off of their faces, before Fluttershy spoke, “Oh, you’re awake, Trixie. This, um...”

“This is more of your cum?” Trixie asked, sounding not quite surprised.

“Y-yeah...” Came the pegasus’ response.

“Alright...” The usually cerulean mare responded while looking at her, and added, “Do... do your orgasms keep getting bigger or something?”

Fluttershy chuckled slightly before answering, “Uh, no. The second one was multiple orgasms, and this one,” She gestured all around the room, “was because of my friend helping me with it,” She finished, putting her hoof on the mare near her’s shoulder.

“Hi, Trixie,” The previously purple mare greeted.

“T-Twilight Sparkle,” The unicorn said, letting her eyes gaze back towards the ceiling.

“It’s alright, Trixie. Fluttershy told me what you were doing here, and the short answer is,” She paused to gather her breath, “I accept your apology.”

Trixie stopped moving for a moment, letting what the alicorn said sink in, before turning her head to face her and asked, “R-really?”

“Yeah. Really,” Twilight responded. “And, I’ll help you out if you need it,” She added, sincerely, to the showmare’s surprise.

“T-thanks,” The sapphire-colored pony started, “Trixie may need your help. Such as with...” She gestured to her surroundings, “this.”

“Oh, yeah...” The purple mare panted, “I’ll take care of that... when I have more energy.”

Trixie and Fluttershy chuckled slightly at that, the former replying, “Fair... fair enough.”

Chapter 5

Fluttershy and Trixie were asleep on the former mare’s bed, wrapping each other in their forelegs for comfort and perhaps a level of love they have established after the previous day’s activities. They unconsciously nuzzled each other and quietly mumbled words of affection that came from their pleasant dreams relating to their love, or rather, their ‘love’.

The yellow mare suddenly stirred, breaking out of her sexual reverie and noticing the sapphire pony she was hugging, smelling her scent, feeling her soft coat, and hearing her light breathing and occasional murmurs of lust. The words she heard made her blush harder than her dreams already made her.

She pulled away from the unicorn, untangling their legs and sliding off her bed. Fluttershy stood at the side of it for a moment, looking at her friend, before she noticed her whimpers.

“N-no... you can’t abandon Trixie... nopony else will help her...” Trixie cried quietly, moving her forelegs around, trying to find her lover.

The pegasus sympathized with her, remembering what she said about her time since her usage of the Alicorn Amulet. She moved a pillow to in front of her friend in an attempt to curb her sadness. She then heard the whimpers die down and be replaced with some light moans, lustful words, and a few mentions of punishment she blushed at after she got over how cute Trixie was.

Fluttershy next left the room and went downstairs to the kitchen to prepare food for the animals, finding that she was rather low on some of her food items. She remembered that she wanted to go get some more when she was out with Rarity yesterday, but that didn’t happen, so she had to get more today.

She sighed and grabbed the list she had put on the pantry two days previously and her saddlebags in the main room before she opened the door.

“Hi, Flutters!”

Fluttershy shrieked and jumped backwards, landing on her haunches a couple meters away, her forelegs covering her face. She sat there for a moment, shivering in fear, before she noticed the light giggled coming from the open door. She slowly moved one of her hooves to the side to see who it was coming from. “P-Pinkie?”

“Yep, that’s me!” Pinkie said, walking through the open door and closing it. “Are you alright? I didn’t mean to scare you that much,” She asked, her mane slightly drooping.

The pegasus breathed deeply and got back to her hooves before responding, “Um, yes... I-I just wasn’t expecting you...”

“I know! But I’m here because I actually wanted to talk to you about something.” The pink pony replied.

“Oh, uhm... about what?”

“About your secret,” Pinkie said very ominously.

Fluttershy suddenly became rather worried that her energetic friend knew about her stallionhood, asking, “My-my secret?”

“Yeah, your secret!” The party mare replied, back to her enthusiastic self. “Because I was talking to Twilight yesterday and she mentioned she visited you and when I tried to get her talk more about it she got kind of awkward, like she’s trying to hide something from me, but she did tell me that you were busy with somepony, but she didn’t tell me who, so I came here to talk to you about it!” She rambled, slightly leaning forward as if to accuse her friend.

“Oh...” The pegasus sighed out of slight relief, still somewhat nervous about having to reveal some part of her relationship with Trixie. “Umm...” She hesitated, going quiet when she heard light hoof-steps on the stairs behind her.

Pinkie stared intently at Trixie as she slowly descended the stairs, slightly shivering out of fear. When she reached the base of the stairs, she stopped and Fluttershy looked over at her with a face that told her that she knew what she needed to do.

“Umm, Pinkie...” She started, “T-Trixie is sorry for everything... For... humiliating your friends, for nearly enslaving everypony here, and f-for...” She trailed off as she saw the pink pony approaching her, making her crouch down and whimper in fear. Her fear was slowly replaced by confusion as Pinkie sniffed her deeply, leaning down to put her muzzle into Trixie’s mane and sniffing again before pulling back to look at her suspiciously.

“...Pinkie?” Fluttershy asked, also quite confused at the interaction happening before her.

The mentioned mare to look at her and abruptly said, “I never knew you had a penis!”

The yellow pony stood still at the sudden mention of her stallionhood, realizing that Pinkie was smelling the cum that she didn’t entirely clean out of Trixie, before she blushed heavily and turned her head away out of embarrassment, finally responding, “Um... well, I-” She started, cutting herself off when she looked back in front of her, seeing the pink earth pony right before her.

“We didn’t need to know about it,” Pinkie finished, a little disappointed in realization before she brightened up with a thought, “but now that we do...” She licked her lips seductively, causing her friend to blush even harder. The energetic pony then pounced on her, pinning her back to the floor, their lips locked, while she tried to force her way into the pegasus’ mouth.

Fluttershy’s surprise eventually died down enough for her to allow her friend’s entrance, which she took full advantage of, licking and slapping her tongue around the inside of the yellow mare’s mouth, making her moan from the unusual sensations.

Trixie watched the fierce make out session from the side, her sex becoming wet as she started lightly panting. She sat down and placed one of her hooves on her pussy, slowly rubbing it while she Fluttershy’s cock and balls started to come out from her groin. The shaft pressing between them got Pinkie’s attention, causing her to pull away and stare at it.

“Mmmm... there it is,” The party mare said, moving down to put her muzzle in front of the cock in question. She next stuck her tongue out and touched it to the tip and licked it down to the base, sliding her tongue around the still-growing shaft before she started slurping up and down it, lathering it in saliva. She placed her two front hooves on the massive, plump balls below it, caressing and lightly pressing into them, making the pegasus they belonged to moan quietly.

Pinkie then released her grasp on her friend’s huge stallionhood and moved her body up to mount it, but stopping when she heard a comment from the side.

“Um, Trixie doesn’t think you should do that here...” Trixie stated while still lightly masturbating, adding, “It would be really hard to clean if you did...”

“Yeah, but it’ll all be in me when we’re done!” The pink pony said as she turned her head to face the unicorn.

“Maybe, but,” The sapphire mare started panting a little harder at the mental image of a heavily cumflated Pinkie Pie but continued, “there’s going to be so much, you probably won’t even be conscious when she’s done...”

“Oh...” The pink mare sighed, realizing the implications of what Trixie just said. “Well, in that case...” She pulled Fluttershy to her hooves and up the stairs, her balls slapping against her hind legs and lightly scraping the steps as she was nearly dragged up them before they went into the bathroom. Trixie hastily followed them, occasionally slipping on her juice-coated hoof.

Immediately when they entered the bathroom, Pinkie threw her well-endowed friend to the floor, her now erect cock standing straight up, and pounced on her, pressing the shaft between them while engaging in another messy kiss. The party pony then moved her hindquarters up while keeping their lips locked, managing to fit the huge cock perpendicularly between them, squishing its tip into her bright pink pussy.

Trixie sat by the door, her sex beginning to froth at the scene in front of her. She quickly realized, though, that the shaft wasn’t going to penetrate like that without assistance, so she focused her magic to hold it steady and force the lips of the cunt it was trying to enter open. The stallionhood finally began making headway because of this, the sapphire unicorn releasing it when she saw it had sufficiently penetrated Pinkie’s pussy.

The pink and yellow mares separated with a deep moan as Fluttershy’s shaft went into her friend down to the medial ring. Pinkie then started to move up and down the cock, slathering it with her juices and taking more of it with each thrust, moaning louder with the deeper in her it was.

Trixie approached them from behind, lowering her head to keep the massive canary-colored ballsack in the center of her vision. She stopped right before it, leaning it to lick it as Pinkie’s tail flailed right above her head. The lick quickly evolved into Trixie shoving her muzzle between the balls, smelling and tasting the heavy musk on them and hearing the lewd smacking right above her muzzle as the party mare began making contact with the base of Fluttershy’s cock.

The blue mare lifted her backside up and began masturbating again, forcefully squishing and rubbing her labia with one of her hooves, the other being used to press the balls she was sniffing further around her muzzle, completely enveloping her nostrils with that intoxicating scent.

Pinkie, meanwhile, was riding her yellow friend’s massive cock with increasing speed, covering more of its length with each thrust until she was going along the entire thing, up to the tip and down to the base, about once per second. She squealed at a nearly inaudible pitch as she came, squirting her juices around the shaft she was stuffing and re-stuffing her pussy with.

Fluttershy had her head craned backwards and tongue lolled out in pleasure by the time her entire length was being repeatedly coated and sprayed with Pinkie’s liquids. After a few seconds, she started to scream and her cock began to throb, ejecting huge ropes of cum into the pink mare’s pussy. A lot of the cum overflowed from there, however, and gushed down the throbbing shaft and onto Trixie’s head.

The unicorn noticed the stickiness in her mane and broke out of her reverie, pulling her muzzle out from between those huge, heavily musky balls. She touched her tongue to the cum flowing down the stallionhood above her and savoured its taste, pushing over the knife-edge of orgasm, spraying her own juices over her hoof as she licked up and around the shaft, taking in as much cum as she could before swallowing.

After Trixie finished her orgasm, she reached up with her front hooves to press Pinkie’s backside all the way onto the spewing cock and keep it there, forcing it to fill up her womb. The pink mare’s orgasm, which was dying down, surged back to full strength, killing her voice and making her tongue loll out of her mouth with incomprehensible pleasure as her belly began to expand.

Fluttershy’s cumming started to slow down, her screaming following suit as she inflated her pink friend’s belly to nearly be able to fit another pony inside of it. The sapphire pony below her decided, though, that that wasn’t big enough. She stuck her muzzle into the yellow mare’s ballsack again, pressing deep into it and squishing it against her face with her hooves.

The pegasus groaned out of pleasure, her still fully erect cock shoved into her well-padded friend and her balls being squeezed and sniffed so forcefully. It was so pleasurable it only took a couple of minutes for her to cum again, this time not even phasing the unicorn stuffing her muzzle into the productive balls before her, as her enthrallment to their scent and feeling completely dulled all of her other senses.

Pinkie started cumming again as she continued to inflate, her juices gushing out around the cock stuffed into her cunt. Her belly soon was the size of two ponies pressed together, and was still growing rather quickly because Fluttershy’s orgasm was being perpetuated by Trixie’s incessant squishing, sniffing, and licking.

The minutes flew by as the indescribable pleasure they all were in held, the pegasus cumming with no end in sight, pumping the party mare bigger and fuller with her seed, making her into no more than a cum-filled balloon with legs and a head.

The inflation only began to cease when the constantly cumming pegasus was finally completely overcome by pleasure and lost consciousness. Her stallionhood spurted a few more times into the pink mare it was shoved into, inflating her to nearly the volume of eight whole ponies, before it started to soften and slip out of her friend’s pink pussy.

Trixie broke her reverie and pulled her muzzle out from between the musky balls she was sniffing for the past Celestia-knows-how-long when she noticed the yellow mare above her stopped cumming. She then saw Fluttershy’s stallionhood retreat back into her, rendering her gender ambiguous once more. She next took notice of Pinkie, attempting to lay on her massive cumflated belly from her upright position.

The unicorn gasped in shock when she saw how large the pink pony had become, before sighing in realization, telling herself, “This is going to take a while to clean up...”

Chapter 6

Fluttershy stood still on the entrance to Sweet Apple Acres, completely paralyzed out of fear as to the consequences of the conversation she meant to have here. She tried to convince herself that Applejack would be alright with Trixie being back and, if she told her, her marefriend.

“It’ll be alright. She’ll listen to you, she’s your friend,” She told herself. “She may not trust her, but she will trust you,” She reasoned, closing her eyes to focus on the positives. “And of course, you don’t need to tell her everything,” She thought to herself, blushing lightly at the memories, before sighing in dread. “I only hope I can manage not to mention that to her, unlike with Rarity...”

She was too lost in her own thoughts to notice the orange mare trotting up before her, looking at her with slight concern and greeted her, “Hey, Fluttershy.”

The pegasus let out a small ‘eep’ as she broke from her reverie, looking in front of her to see who spoke, and shivering faintly when she saw Applejack.

“Oh, h-hi AJ...” She quietly responded, crouching in down slightly in fear.

“You alright sugarcube? You seem a mite worried,” The earth pony asked, looking at her friend with sympathy.

“Um,” Fluttershy started, looking back at the farmer before her. “Y-yes, I just wanted to talk to you about something...”

“Alright,” The orange pony replied, somewhat confused as to what she would be so worried about. “Well?”

The shy mare slightly dug one of her front hooves into the ground before responding, “C-can we talk about this somewhere, um, a bit more private?”

“Uh, alright,” Applejack said, starting to walk over to the barn. “Follow me.”

Fluttershy followed her, lightly shivering and tilting her head downwards, all the way to the barn. Her friend closed the door behind her, keeping them both in relative privacy and allowing her to take a few seconds before beginning, “Umm... I-I wanted to talk to you about somepony...”

“Who?” The earth pony asked calmly, trying to restrain her confusion to comfort her clearly stressed friend.

The yellow mare took a deep breath, then answered quietly, “Trixie.”

Applejack’s expression turned to shock as she now understood why her friend was so afraid to talk about this to her. She closed her eyes to settle her emotions and asked, “What about her?”

Fluttershy looked back at the farmer with slightly teary eyes, responding, “She came to my house yesterday, um, to talk to me... a-about trying to apologize for what she’s done...” She then saw the faint confusion on her friend’s face before elaborating, “She... she only came to me because she thought I was the only pony in Ponyville that wouldn’t hold a grudge against her... And nowhere she’s been since she fled Ponyville the second time allowed her to be there when they found out she was there...”

The blonde mare looked at her friend in shock, not moving for more than a minute while she process what was just said. Fluttershy was lightly crying when she finally regained her senses, closing her eyes for a moment and inhaling deeply, then replying, “I... I’ll be honest with you, Fluttershy. I’m not sure how to feel about that, about her,” She sighed, “But I do know that I trust you, so if you really believe that Trixie is here to apologize and she ain’t pulling some really big trick on all of us... then I’ll be willing to believe it too.”

The pegasus sighed in relief, standing up straight and looking her friend in the eyes and replied, “Thank you, Applejack. And yes, I really do believe she actually wants to apologize, she-” She sniffed and wiped some of the tears from her eyes before continuing, “she looked pretty bad when she came to me.”

“You’re welcome,” Applejack said, putting a hoof on her friend’s shoulder to comfort her. “Have you told anypony else about her?” She asked, a faint tone of worry in her voice.

“Um, yes,” Fluttershy responded, “Twilight, Rarity, and Pinkie. I’m going to talk to Rainbow Dash about it next...” She finished, looking back down slightly from fear.

The earth pony nodded in solemn understanding, offering, “You need me to help with her?”

“Um, no. I think I need to talk to her by myself,” The other mare answered, looking back at her friend. “Or, well... probably with Trixie,” She added.

“Ah, alright,” Applejack replied. “Well, if I run into her, I’ll tell her you want to talk about something.”

“Thank you, AJ,” Fluttershy smiled, opening the door of the barn and walking out with a level of relief.

Trixie was pacing back and forth in the main room in Fluttershy’s house, very distressed and afraid as to what Applejack would think of her being back. “She probably hates Trixie still, there’s no way she can forgive Trixie for what she has done!” She thought to herself. “Especially now that Trixie has taken of of her friends for herself...” She lamented, though still rather glad she had Fluttershy’s love.

“And then she’ll get everypony against Trixie, and then Trixie will not be able to live anywhere, and she will have dragged down four other ponies with her, including Princess Twilight Sparkle herself!” She sat down, starting to cry. “And Fluttershy... She’s so nice, and kind, and hot,” She blushed slightly at what she just called her friend, but didn’t correct herself because she knew it to be completely true.

“I can’t lose her,” She said quietly to herself, while slowly, almost subconsciously, she lowered one of her front hooves down to her sex. She gasped lightly when she touched herself, and repeated, “I can’t lose her.” She started to rub her labia and moan quietly, repeating the phrase as it slowly became something with an entirely different meaning: “I can’t lose her cock.”

Trixie then laid down on her front, still rubbing her pussy and repeating the sexual phrase with more force and volume respectively as time went on. Her language skills started to deteriorate as she neared her release, only able to have lust-filled moans leave her lips that still kept getting louder. However, her moans weren’t quite loud enough to filter out the click of the front door unlocking and a light gasp coming right after. She turned her head to the side to see a very flustered Fluttershy staring at her, which sent her over the edge.

She rolled her eyes up and screamed as she came, spraying her juices all over the hoof rubbing her cunt and the floor below her for several seconds. When she came down from her orgasm, she looked back at Fluttershy, who looked very embarrassed and somewhat aroused, with her flaccid stallionhood now visible below her.

“Um... you’re back...” Trixie said, trying to initiate a normal conversation with her friend despite what had just occurred.

The timid pegasus stared at her for a few seconds longer before she closed her eyes and inhaled deeply. “Y-yes... I’m back,” She said quietly as she entered the house and closed the door behind her. “Umm...”

The other pony stood up as she looked back at Fluttershy, or more specifically, her cock. She licked her lips subconsciously as she focused on it, knowing that she had just masturbated to the mental image of it and now had the physical version of it in front of her. She began to approach her friend slowly while her sex started to drip with lust.

“Um, T-Trixie?” The yellow mare said with slight concern and moderate arousal.

“Do you need Trixie to take care of that?” The unicorn asked sensually and stopped around a meter in front of her while still staring intently at her shaft, which was now hardening.

Fluttershy paused and blushed even harder than before and responded, “N-no...”

Trixie looked up at her friend and stared at her in a way that implied she knew what she really wanted.

“O-okay, yes...” The pegasus said hesitantly after a couple seconds, adding, “But, um, could we get somewhere comfortable first?”

The sapphire mare squinted at her for a moment, then turned around and walked over to the couch, her tail raised to show her dripping pussy to her lover. She next sat her flank on the couch and pulled apart her hind legs to present her sex again, licking her lips and looking at her friend with pure lust.

Fluttershy breathed deeply in and out before she began to walk over to the couch, her balls slapping between her hind legs and her nearly erect shaft smacking against her barrel. She arrived in front of her lover and put her forelegs on mare before her’s shoulders and lightly pressed her shaft’s tip into her frothing cunt.

Trixie let out a gasp as she felt the stallionhood begin to enter her, leading into a drawn-out moan as it slowly went deeper. She kept moaning until the shaft stopped at its medial ring and its owner began lightly panting out of pleasure. The well-endowed mare pulled back slightly and then shoved her cock back in, forcing the rest of it into the other pony and making them both moan loudly.

Fluttershy started to thrust in and out of her lover at moderate pace, forcing another moan from both ponies each time their crotches smacked together. The unicorn wrapped her hind legs around her marefriend and made her thrust harder, making her their moaning louder as her balls began to smack into the other mares’ flank. They kept smacking their hips together and moaning while looking into each other’s eyes with pure lust and pleasure for nearly a minute before the distinct sound of a door opening and a gasp made them stop dead.

They continued to look at each other, now with fear and embarrassment, for several seconds before simultaneously turning their heads to face the door and see a shocked and slightly aroused-looking Derpy Hooves staring at them.

“Uh, h-hi,” The grey pegasus said after a few moments to break the silence. “I-I was just going to deliver this...” She paused as she pulled out a small box from her saddlebags, and set it on the floor before her. “So, um... now I’ll just go...” She finished and turned around to walk back outside.

“Wait,” Trixie interrupted, making the mailmare stop in place halfway out the door. “You don’t have to leave,” She added, heavy lust and pleasure filling her voice from how deep Fluttershy was in her.

Derpy turned back around to face the two lovers, slightly confused but mostly aroused as shown from how she was pushing her hind legs together to squish her leaking sex. “W-what do you mean?” She asked.

“We don’t want to leave you in that state,” Fluttershy responded, pointing a hoof towards her as to reference her unsatisfied lust.

The grey mare gasped at the implications of that and started to trot towards the other two ponies, closing the door behind her with a wing and asking conservatively, “R-really?”

“Yes~” Trixie moaned as the shaft inside her began to slowly get pulled out, almost taunting Derpy with how more and more kept coming out. It eventually emerged from the blue pussy with a wet pop, showing its immense girth and length in its entirety and nearly making the grey pegasus orgasm just from looking at it.

The mailmare stopped in front of Fluttershy as she hopped off her marefriend and turned to face her, then sitting down and leaning back to present her stallionhood. Derpy stared at the massive shaft and the plump balls below it, completely enthralled by their look and scent as she slowly moved her head forward and extended her tongue from her mouth to taste them. She made contact with the tip of the shaft, tasting the sweet and slightly salty precum lightly flowing from it and the juices of the other mare it was previously stuffed into.

She then opened her mouth as she moved her muzzle closer to the cock and pushed her mouth around it, making a very tight fit as she began to move her muzzle down its length. The owner of the stallionhood moaned quietly as she moved further down her shaft, but was not even able to make it halfway before her gag reflex kicked in, forcing her to pull off of it.

She pulled off the cock with a messy shlop, a line of spit and precum connecting her mouth to it for a moment as she coughed from having something shoved so far down her throat. She knew there was more cock to shove into her, though, and told the well-endowed mare before her, “I don’t think that’s going to work...”

Fluttershy panted from the pleasure of having such a tight throat around her cock, responding, “Well, I don’t have to go all the way in that hole...” She bit her lip and looked at other pegasus with pure lust, implying that she knew what to do.

Derpy looked at her for a moment with light shock and realization before she turned around and laid down, raising her backside up and lifting her tail to present her frothing sex. The yellow pony took initiative of her positioning, standing up and lifting her cock up with one of her front hooves before moving forward slightly to press it into the grey pussy in front of her.

Both mares moaned instinctively as the huge shaft slid into the mailmare, their juices lubricating Fluttershy’s stallionhood enough to easily slide it down to the medial ring despite the substantial tightness. The yellow pegasus then pulled out partially and shoved her cock back in forcefully, going all the way to the base this time, the two mares’ hips releasing an audible smack when they connected.

Fluttershy pulled out again, past the medial ring and nearly to the tip, before slamming back in and repeating the process. She thrusted into the grey mare with increasing speed, making both of them moan louder as time went on. Her balls then began to smack into Derpy’s barrel, only adding to the pleasure they both felt.

After more than a minute of constant pounding, Fluttershy felt something garb onto her balls, keeping them in place and squeezing them while she kept fucking the grey mailmare vigorously. She then felt that something to be in the shape of a pony’s muzzle and hooves, and remembering that Trixie was still in the room, realized the unicorn was now sniffing her musk again.

The unicorn started caressing her marefriend’s balls while deeply inhaling their scent through her nose, completely losing focus on everything else around her. She pressed them into her muzzle to fully envelop her nostrils with their musk while their owner kept pounding into the grey pegasus quickly, making her scream with orgasmic pleasure and gush her juices all over the shaft thoroughly rutting her pussy.

The tight pussy around Fluttershy’s shaft and the forceful massaging of her balls completely consumed her mind with pleasure, making her unable to form any coherent thoughts as she began to cum. She slammed her shaft as deep as it could go in to the other mare when it started to throb, spurting gigantic ropes of cum into her womb. Derpy’s belly started to distend and inflate, the intense pleasure nearly causing her to pass out.

The grey pegasus’ belly kept growing and growing, being pumped full of cum from the massive cock stuffing her marehood as her voice died, her mind unable to comprehend the pleasure and going numb. Her belly began to force the rest of her body up as it kept inflating, Fluttershy laying on top of her as Trixie kept massaging her balls, pressing her muzzle and hooves into them to force all of the cum she could out of them.

Derpy’s inflation eventually died down though, her belly now the volume of more than six ponies as she laid on top of it, now completely unconscious. The other ponies panted from the pleasure, the yellow one still having her shaft stuck deeply into the mailmare.

After a few minutes of rest, Fluttershy started to pull her cock out of the other pegasus’ marehood, a decent amount of cum coming with it. When it fully came out, it was found to be entirely flaccid but completely drenched in juices as its owner hopped down off of the giant grey cum balloon that used to be a pony and looked at it in slight regret.

“Umm...” She started, getting Trixie’s attention, “H-how are we going to deal with this?” She asked, rather worried.

The sapphire took a moment to come down from her sexual high she got from her marefriend’s musk before trying to think of an answer. “Trixie... Trixie does not know...” She finally responded, beginning to be worried as well. She then squinted at the grey pegasus, and, remembering what she was here to do, looked over to the box she left by the door. “Maybe...” She said quietly and walked over to it, prompting Fluttershy to look aver at her in slight confusion.

Trixie opened the box with her magic, finding a small black wand with a white tip and a letter rolled up with a blue ribbon inside. She levitated the letter in front of her, unwrapped and then unrolled it to read it. “Dear Fluttershy and Trixie,” She started, quoting the letter, “I’ve included something in this box should that should help with cleaning up your sexual messes, because I realize that I can’t always be there to get rid of the massive amount of sexual fluids you may end up putting inside of somepony, so I created a catalyst of sorts that you can use to cast a spell that will take care of it.” She held up the wand with her magic as Fluttershy walked over to her, her stallionhood starting to recede back into her body. “You should be able to just press it into the inflated part of whatever pony you’ve inflated, and it should cast the spell to get rid of all of the fluids. From, Twilight Sparkle.”

The yellow pegasus looked at the letter in mild confusion as she noticed the handwriting to be rather messy compared to how Twilight normally writes. She could tell that it was written in a hurry because of that, though she couldn’t tell why getting this wand to her was so important to the alicorn. She then looked at her marefriend and glanced over at the inflated Derpy Hooves, implying for her to test the wand.

“Uh, right,” Trixie said in response and walked over to the balloon of a pegasus, carrying the wand with her magic, and then pressed the wand into her. A magenta flow of magic could be seen briefly overlapping the already-in-place purple one before it flowed into the giant cum-filled belly the wand was touching. The aura then sunk below the surface and became invisible, leaving the blue and yellow mares to look at the belly it was previously covering in anticipation while the unicorn set the wand on the floor before her.

Derpy’s belly suddenly started to deflate, the cum seeming to disappear from existence as it didn’t exit the mare like it had when Twilight deflated Trixie. The two marefriends looked on in light surprise as the pegasus kept slowly deflating, her hooves eventually touching the floor, her belly taking a few more seconds to fully deflate and left the grey pony laying on the floor, still passed out from the rutting that ended up requiring her to need to be deflated in the first place.

“Oh, thank Celestia!” Fluttershy sighed in relief, realizing that she would no longer have an issue with not being able to clean up after inflating somepony.

“You mean thank Twilight,” Trixie responded jokingly, also relived at what she had just witnessed.

The yellow mare chuckled lightly and walked over to the unconscious mailmare, saying, “I know, but do you mind helping me get Derpy upstairs? I don’t want her to be asleep on the floor.”

“Oh, of course,” The unicorn replied as she walked over to the grey pony and picked her up with her magic and set her on her marefriend’s back, letting her surround the other pegasus with her wings and carry her upstairs to put her to bed.

Chapter 7

*knock, knock, knock*

Fluttershy and Trixie awoke on their bed, being jolted from their dreams by the abrupt sound. They blinked a few times to clear some of the sleep from their eyes and saw the other pony, tightly hugging and nearly touching muzzles with each other. The unicorn had some light tracks of tears down her face from her dreams which her marefriend looked at with slight concern before the knocking came again.

The yellow pegasus separated herself from Trixie, somewhat hesitantly for both of them, and hopped off the bed while glancing towards the curtained window. The dim, shallow light peeking through it implied that it was only dawn, making the mare question who could possibly be knocking on her door at this time. She then walked over to the door and opened it, her marefriend looking at her with slight worry as she sat up.

“Um, could you stay here?” Fluttershy asked politely while looking back towards the blue mare on her bed. “I don’t want anypony learning about you that doesn’t need to...” She elaborated, mild fear tinting her voice.

“Of course,” The unicorn responded with slight relief. “Trixie thought the same,” She added as she laid down on her barrel, facing the door.

The knock rang out again, a bit louder this time, and called Fluttershy to go down the stairs and walk over to it. When she opened the door, she saw an impatient Rainbow Dash looking back at her.

“Hey, Flutters,” The blue pegasus said casually.

“Rainbow Dash?” The other mare replied, still not fully awake. “What are you doing here? It’s barely morning...”

“AJ told me you wanted to talk about something kinda important,” Dash answered, still completely ignorant of the insane earliness of her arrival.

“Oh...” Fluttershy responded in realization before sighing in dread. “Um, come in,” She stepped out of the way to allow her friend to enter.

The other pegasus closed the door behind her as she walked inside, going over to sit on the couch and looking back at the shy mare with slight concern as she slowly walked towards her.

“Um, so...” The yellow pony started, sitting on the couch next to her friend. “I-I wanted to talk to you about somepony...” She said, fear lacing her voice.

“Uh, okay...” Dash replied, confused as to what could be so terrifying for her.

“It’s, um,” Fluttershy paused, covering part of her face with her mane, “Trixie.”

The other pony took a moment to think before asking, “What about her?”

“She, um...” The yellow mare stopped, glancing around the room while trying to think of the best way to put it. “She’s back in Ponyville,” She said quietly, looking back at her friend.

“What?” Dash asked in disbelief as she stared at the other mare.

“Y-yeah, she’s back and, um, she’s here to apologize to everypony for what she’s done...” Fluttershy responded, lowering her head slightly to cover more of her face with her mane.

The blue pegasus stared at her for several more seconds as she process what was said and noticed her friend’s fear about the subject, concluding that she had something to do with Trixie being back. “What did you do?” She asked with restrained anger, desperately trying not to tackle her.

“S-she came here two days ago, a-and she was crying when she came to me...” Fluttershy began, her eyes starting to tear up, prompting the other mare to lose some of her anger. “She wasn’t able to live in any city, as the ponies there kept chasing her out. Um, so I let her stay here...” She stopped before she had to talk about the other things she did with her.

Dash stared at her friend for a while, contemplating the implications of what she said. After more than a minute, she asked cautiously, “So, she’s been staying with you for the past two days?”

“Y-yes...” The other mare answered, fearful of what she may think about it all.

The cyan pony went silent for a few more seconds, eventually saying with light disbelief, “And that’s it?”

“Um, I’ve told all of our other friends about her too...” Fluttershy replied, becoming slightly relieved at her friend’s calmness towards the situation.

“No, I mean is that all you two have been doing?” The other pegasus asked implicatively, relaxing her body a little.

The yellow mare paused, not entirely sure what she meant, before gasping quietly and leaned her head down. “Y-yeah, t-that’s all...” She responded, but the heavy blush on her face said differently.

Dash stared at her with a face of smug doubt, as if urging her to describe what she’d done with Trixie.

Her friend looked at her with fear and embarrassment, after a few seconds managing to quietly respond, “O-okay, we may have kissed... um, a lot...”

“And?” The blue pony pressed her to continue.

Fluttershy paused, shivering and hiding her face with her mane out of embarrassment before she resumed, “A-a-and we had sex... a-a lot...”

“How so?” The other mare smiled, clearly enjoying teasing her friend like this.

The pink-maned pegasus turned her head away, her blushing growing crimson red as she began to get aroused by the memories she had, covering her crotch with her front hooves to try to keep her cock from showing. Dash laughed in schadenfreude at the display, but that slowly changed to confusion as the yellow hooves covering the respective mare’s crotch started to rise, though clearly not of their own volition.

“Flutters?” Dash asked, somewhat concerned before lowering her head to see what was moving her hooves and going slack-jawed at the sight of her friend’s stallionhood. The well-endowed pony didn’t move as her shaft kept growing, now moreso out of embarrassment than arousal.

When Fluttershy’s cock reached it’s full length, her hooves still pressing into the tip that was now just below her muzzle, a “Whoa,” come from the other mare in utter awe, prompting her to glance back at her friend and see her shock. She then became aroused again, looking at the lithe pegasus entranced by her shaft and noticing the drool dripping from her mouth and the juices flowing from her sex.

She started to pant lightly out of lust as she started to take in the features of her rainbow-maned friend: her tight muscles, her taught flank, her big, strong wings- She gasped as some precum spurted from her shaft and began flowing down its side, drawing the attention of the enthralled mare as she slowly moved her head towards it and drawing another gasp from the yellow pegasus when her tongue made contact with it.

Dash moved her tongue up the shaft, licking the precum trail all the way to the tip and then licking around the flare repeatedly, having to stand up on her hind legs to position her muzzle above it. The licking forced a couple light moans from the well-endowed pony, but their volume was eclipsed by the one that came from her as the other pegasus abruptly shoved the tip of the cock into her muzzle.

Fluttershy let out an elongated groan as her friend pushed her muzzle down the massive stallionhood, slowly making her way down to and past the medial ring, apparently so completely enraptured by the pillar of maremeat that she completely ignored her gag reflex. She started lightly sputtering on the cock as she continued to go down its length, slowing even further until she stopped at the base.

The cock-sucking mare then reached her forelegs forward to try to push on her friend’s crotch, but slipped to press on her balls, drawing a sharp moan from their owner and making her crane her head back in pleasure. The blue pony pressed harder on them as she pulled her muzzle up the shaft, going to just below the medial ring before slamming downwards, forcing another loud moan from the other pegasus. She repeated that action with slightly more speed as she started to cyclically raise and lower her muzzle on the stallionhood, covering more distance and making its owner moan louder with each repetition.

Fluttershy’s moans eventually turned into a squeal as the other mare began to reach the tip of her shaft with each pull, temporarily increasing in volume when her friend’s muzzle sunk to the base a split-second later. The yellow pony felt her orgasm nearing and put her hooves on the rainbow-maned pegasus’ head as it flew along her cock, slightly adding to the force it went down with, and thus the pleasure she felt.

The well-endowed mare’s pleasure built until her squealing turned nearly into a shriek as she came, shoving Dash’s muzzle to the base of her shaft and keeping it there as her cock throbbed, spurting out obscenely large ropes of cum from its flared tip directly into her friend’s stomach and distending her barrel. The cyan pony’s belly kept inflating as the stallionhood stuffed in her throat kept pumping cum out from the balls she was pressing her hooves on and into her stomach, starting to press into the back of her forelegs.

Dash’s expanding belly eventually managed to force her body away from the shaft lodged in her muzzle, her backside being pushed away then upwards off the couch, her front half practically fixed in place from how tight her muzzle was around the massive stallionhood. Her hind legs came off the couch next, her body starting to rotate to a vertical position where it would be nearly impaled on the huge shaft shoved into her mouth. Eventually her body did move into that position as her inflation slowed down, her muzzle being completely unable to move from where it was stuck on her friend’s cock as she lost consciousness from the overwhelming pleasure (and lack of air).

When Fluttershy’s orgasm finally came to an end, her screaming changed into panting while she noticed the absurdly oversized belly of the other pegasus. She took her hooves from on top of the blue mare’s head and put them on bottom, starting to force it upwards off her cock, making her gasp lightly from the pleasure in put on her now sensitive cock. The unconscious mare’s muzzle came off with a wet pop, her body slowly rotating on her cum-filled belly to be on top, making the other pony slightly giggle as she laid back on the couch for several seconds before she heard some movement at the top of the stairs.

A sapphire-coloured unicorn could then be seen descending the steps slowly, lightly shivering from the arousal she got from hearing the lewd sounds downstairs. When her eyes saw through the banister at the scene below her, she paused as she saw the cyan cum balloon on the couch next to her lover, noticing her rainbow coloured mane and lightning bolt cutie mark.

“R-Rainbow Dash?” Trixie questioned hesitantly as she resumed descending the stairs.

“Y-yeah...” Fluttershy responded tiredly, her stallionhood now flaccid and beginning to retreat into her body while she sat up to look at her marefriend.

The sounds of panting and light hoof-steps were the only noise that could be heard until the unicorn reached the base of the stairs and timidly asked, “Um, d-does she forgive Trixie?”

The yellow pegasus took a moment to remember the conversation she had with her friend before replying, “...I think so.”

Chapter 8

*BOOM*

A loud booming was heard when the main doors to Friendship Castle were slammed close, followed by a quiet ‘eep’ from a primrose-coated pegasus who had just entered.

“Sweet Celestia, that still scares me,” Fluttershy thought as she took a moment to steady her breathing before walking forward. “Twilight?” She called, to which no response came. “Spike?” Still nothing. She sighed and trotted over into a hallway, then started slowly making her way through it, attempting to memorize all the minor details of it so she wouldn’t get lost later.

She continued walking through the extensive hallways of the castle, trying to recall the path to the library that she was sure Twilight would be in if she weren’t in the main room. She eventually heard some light murmuring and stopped moving to better tell its direction, then started to follow it. The murmuring faded into a conversation between two mares as she kept walking, taking a minute longer to be able to discern one of the voices as her alicorn friend’s.

The contents of the conversation were mostly lost on the pegasus as they seemed to be about advanced magics, so she presumed the other voice was of Starlight Glimmer, as it wasn’t anypony she was familiar with. She finally managed to make her way to the open door of the dining room, where the talking was loudest, and looked inside to find Twilight and her pupil talking to each other, their plates empty but for some crumbs, implying they had already finished their lunch.

Fluttershy bit her lip and winced internally, realizing that she wasn’t going to be able to talk to her friend in private like she wanted. “Dang it! I just wanted to get Trixie's clothes and thank her for that wand!” She thought to herself. “I mean, I could always just do it later...” She shook her head and scolded herself for being so cowardly. “No, you don’t have to be like that all the time! You can actually talk to her about this; she’s your friend.”

“You just need to wait until Starlight goes away, then you can talk to her,” She resolved. A few minutes passed, however, and the unicorn and alicorn continued their conversation with no signs of letting up, making the shy mare reconsider her plan. “How much longer is this going to take?” She wondered. “At this point, I should just probably intervene... But I don’t want to disrupt their conversation, it sounds kind of important,” She thought, leaving herself unmoving in the doorway while she continued thinking.

“I guess I could just come back later... no, no,” She shook her head again, “That’s still cowardly. I could probably just wander around the castle for a while.” She shivered at that, remembering how big the castle was. “No, I’d probably get lost...” She sighed and inhaled deeply before going back to her thoughts. “Well, I guess I could-”

“Hey, Fluttershy.”

Fluttershy shrieked as she jumped forward quickly into the dining room, hitting the floor and tumbling around to lay on her barrel and face the door, finding an apologetic and slightly guilty Spike looking back at her.

“Fluttershy, are you alright?” Twilight’s voice came from behind her as the alicorn rushed up to her side.

The pegasus panted a moment before quietly responding, “Um, yeah. Spike just scared me...”

“Yeah, sorry,” The dragon apologized, then looked past her at the dining room, noticing the dishes strewn about the table. “You’re gonna clean those, right?” He asked the other mares, pointing at the mess they left.

“Er, yeah,” Twilight replied. “We were just a little busy,” She elaborated and glanced at Spike before returning her gaze to her pegasus friend.

“Right,” Starlight flatly said as she looked at the other two mares.

The drake scoffed lightly, then responded, “Alright. Well, you better do that at some point.” He turned around and walked down the hall, adding, “I know you pay me for this type of stuff, but you have to pull at least some of your weight!”

The lavender and lilac mares glanced at each other guiltily before looking back at the pegasus as she stood up and faced them.

“Anyway,” Twilight started, “What brings you here, Fluttershy?”

“Oh, um,” Fluttershy responded and cringed a bit internally as now she had both mares attention. “I wanted to talk to you about the, um... thingy,” She said the final word almost inaudibly, her former reason for being here forgotten under the stress of the latter.

“Thingy?” The purple alicorn asked, confused as to what she meant.

“The wand,” The shy mare replied quietly, trying to clue Starling into as little as possible about her secret.

Twilight nodded in response and said, “Ah, right. The wand.”

“Wand?” The lavender unicorn asked, clueless as to what they were talking about.

“Yeah, I made a wand for her to help clean some of her messes,” The princess replied nonchalantly, making her shy friend blush from how casual she was about it.

Starlight cocked her head and raised a brow in confusion, not being able to see Fluttershy as irresponsible enough to make a mess that needed something magical to help clean it. “Uh... messes?” She questioned, baffled, to which no audible response came, but the pegasus covered her face with her mane in embarrassment and the other mare facehoofed in guilt. The unicorn kept looking at them for a few seconds before she finally understood, a deep blush covering her face. “Oh, y-you mean like, sex stuff?” She asked tentatively as she looked away.

“Ehm, sort of,” Twilight responded, mildly embarrassed about the subject matter.

The periwinkle mare took a couple seconds to decide her next course of action, then quietly asked, “Uh, h-how so? I-if you don’t mind my asking...”

Fluttershy took that moment to press her front hooves into her ears to block out her hearing while she tried not to focus on the memories she had of her ‘messes’. She kept trying, but was unable to pull her mind away from the absolutely gobsmacking amount of cum she was able to produce and cake or fill her friends with, eventually roping in her current situation into the mix.

She pounced on Twilight, pinning her to the floor and pressing their mouths together, ferociously making out with her. Her cock came out of her sheath and rapidly hardened between them, taking no more than a minute to become fully erect and press the mares away from each other. Fluttershy next pulled her hindquarters back, sliding her length across her friend’s barrel, her balls scraping along the floor as they were dragged backwards.

“P-please,” The alicorn begged as the pair separated muzzles, “I-I need it...”

“Really?” The pink-maned mare asked slyly as her flare slid across her friend’s sopping sex.

Twilight nodded meekly and huskily replied, “Y-yes...”

“Really?” The pegasus said, mischievously dragging the word the word out.

“Yes, please!!” The other pony screamed in response, her voice utterly teeming with lust. “Just fucking rut me!!”

Fluttershy then glanced over to the other mare she remembered was in the room, seeing Starlight slack-jawed in awe with pussy completely drenched in arousal.

“Alright,” The previously reserved pegasus begun, her attention returning to the alicorn she was holding down. “I suppose I can humour you, TwiSlut,” She said before pressing her cockhead into her friend’s frothing cunt, not taking long for it to push its way in which made Twilight scream in pleasure, nearly orgasming right there. The over-endowed pony kept pushing her shaft forward, the ludicrous amount of juices pouring out of her friend helping her go deeper.

The primrose mare kept flipping her gaze between the the alicorn and unicorn, noticing the former’s utter bliss and the latter’s complete lack of jealousy, given how she was currently preoccupied pressing a front hoof into her sex and rubbing vigourously to sate her own desires. The purple pony eventually came, however, pulling the pegasus’ attention fully back to her as she screamed even louder and squirted harder than before, covering her friend’s stallionhood with her juices.

However, for all of that, Fluttershy still hadn’t even managed to touch her medial ring into her friend’s labia, a situation which was swiftly remedied as the pink-maned mare quickly thrusted forward, easily stuffing her cock into Twilight’s gushing pussy all the way to the base. The over-endowed pegasus let out a pleasured groan as their hips connected with a smack, but was scarcely audible due to the alicorn’s screaming.

The yellow pony glanced back to Starlight, who was now feverishly rubbing herself with her backside held up and her head pressed against the floor, eyes completely fixed on the scene before her as she heavily panted and moaned, clearly near her release. The pegasus once again returned her gaze to the princess writhing and screaming in pleasure below her, and slowly pulled her shaft out of her up to the medial ring, then abruptly shoved it back in, her balls smacking into her friend’s flanks and echoing the slap sound made when their hips connected again.

She next repeated the action, thrusting out and back in, and then again, and kept repeating it, eventually starting to pull further back on each thrust as she increased in speed and power. The mare she was stuffing and restuffing herself into kept constantly orgasming, her volume spiking on each smack as she sprayed seemingly endless amounts of juices over her friend’s huge stallionhood.

Fluttershy finally managed to pull her entire cock out of the other mare on each thrust, the sight making the unicorn watching on the side orgasm, if the new screaming overlapping the alicorn’s was any indication. The primrose pony kept fucking the purple mare energetically, her mind left in a daze and her mouth releasing guttural moans from the pleasure as she neared her climax.

Her moans reached a fever pitch as she came ever closer to orgasm, her pounding now peaking in force and leaving Twilight unable to make any sound as she kept getting violently jostled back and forth. It was the final thrust that most powerful, though, nearly breaking her friend’s cervix as she slammed her girth inside and started pumping unquantifiable amounts of cum into her-

“U-umm, Fl-Fluttershy?” Asked a voice laced with arousal, breaking Fluttershy from her reverie.

The pegasus opened her eyes to reveal Twilight Sparkle and Starlight Glimmer staring at her, their faces showing their immense arousal, and the latter’s awe, at what she was doing. She looked back to herself, noticing her fully erect stallionhood she was stroking as it poured precum onto the floor beneath it.

“O-oh...” The shy pony said in response to the revelation before returning her gaze to the two mares staring at her. “Um, s-sorry,” She added, but didn’t cease her stroking.

The ponies continued staring at each other for several awkward seconds before one of them spoke up.

“Um, i-is that natural?” Starlight asked tentatively and huskily while pointing a hoof at the pegasus’ huge stallionhood.

“Y-yes,” Fluttershy replied, her voice similarly replete with lust.

“Um,” The unicorn started before biting her lip and rubbing her hind legs together in an attempt to suppress her arousal. It didn’t work very well, as she shivered and her hind legs buckled slightly, her juices dripping steadily down from between them. She closed her eyes and took a deep breath to steady herself, then once again stared at the massive shaft and balls that overwhelmed her mind before taking a tentative step forward.

Seeing no objections, Starlight took a few more steps, the other ponies beginning to notice her movements but still not saying anything. The periwinkle mare then arrived right in front of the pegasus stroking her canary cock and slowly reached a hoof out towards it and looked at its owner’s face.

“Ah, may I?” The unicorn asked huskily, somehow maintaining proper etiquette despite the nearly overwhelming urge to just impale herself on that monster of a stallionhood.

Fluttershy gasped a few times as she looked back at the other mare being so close to her cock and lustfully replied, “P-please...”

The pink pony next reached her hoof further forward and touched the side of the shaft, inciting another gasp from its owner. She moved her hoof towards the river of cum going down the cock, grazing the skin along the way, and gasped when she touched it and felt the relatively cool liquid stick to her fur. She pulled her hoof back and looked at the precum stain on it, getting further aroused from just how much there was while she slowly lifted it to her mouth with her tongue extended, then finally tasted it.

The taste was rather sweet yet pretty salty, and while such a mix seemed like it should taste horrid, this flavour was unfathomably good. It may have been because of the sexual nature of the liquid that made it seem so lovely, but such sensuality also overwhelmed her ability to form cohesive thoughts, leaving her with nothing but thirst for more of it and the true seed destined to follow it.

Starlight pulled her hoof away from her muzzle as she focused entirely on the humongous stallionhood before her, moving her head froward with her tongue still extended to eventually lick the shaft. The flavour of the precum and cock, as well as the pheromones produced thereof, further overwhelmed her senses and made her move her tongue up the massive length, collecting all the precum she could on the way. When she arrived at the top, she closed her mouth and puckered her lips, kissing the flat tip before backing away less than a centimeter to swallow the liquid in her mouth.

She then opened her mouth wide and plunged her muzzle onto the cock, stopping a brief moment around a fifth the way down it before pressing down forcefully and slowly bringing more of it into her maw. It was at around the halfway point that she started to slow down, having to suppress her gag reflex to continue as she pressed her hooves to the side of the shaft to help swallow more of it.

As she continued her way downwards, her hooves did the same, eventually pressing against the gurgling canary balls resting on the floor, drawing a sharp moan from their owner and allowing the unicorn to remember that the magnificent cock she was sucking belonged to somepony. She glanced at the primrose pegasus’s face and saw the lust and desperation on it, her ridiculously hot and somehow still cute moans and whimpers urging her to go even deeper. She obliged by pushing her muzzle further down the shaft and pressing her lips against the medial ring, not wishing to delay the climax of either pony involved or another off to the side that could be heard furiously masturbating.

Soon enough, Starlight managed to get the medial ring inside her mouth as she caressed the balls below, rubbing her hooves all over as if to worship them. Louder moans were made from the over-endowed mare as the unicorn stuffed the shaft further down her throat, beginning to have to press on the yellow pony’s balls for support.

She eventually forced her muzzle to touch Fluttershy’s crotch, and paused for a while to take in the feeling of fullness that accompanied deepthroating such a massive shaft before wiggling her mouth around while pressing harder on the balls below it, stimulating the entire stallionhood at once. Low moans were released from the other mare as a result and lasted more than a minute before her cock began to throb and its owner began to scream.

The periwinkle unicorn didn’t even have the mental faculties to be surprised when the shaft in her throat started to surge and shoot a massive rope of cum directly into her stomach, slightly distending her barrel. The first shot was trailed soon after by multiple more in rhythmic succession, bloating her belly and fading her mind as the time flew by, leaving the mare inflated with a volume capable of fitting multiple ponies with ease and completely unconscious.

The primrose pegasus’s screams turned into pants as she came down from her orgasm, dazedly looking at the ceiling with blurry vision while her shaft softened in the other mare’s mouth. Another while passed before she managed to sit up and saw the pony impaled on her cock, then grabbed hold of her muzzle and pushed her off, pleasurable stinging flowing through her stallionhood until the pink mare came off with a sloppy ‘pop’.

Fluttershy laid back and panted for multiple more minutes as she regained her senses, finally seeing the inflated unicorn before her wobble slightly as ragged panting and moaning came from the side of it. She sat up again and saw Twilight humping the other pony’s massive belly, moaning as if in heat as she rubbed her frothing sex up and down on the huge, pink cum balloon.

The lusty princess lathered the unicorn’s belly with her juices as she continued to hump, not taking long before she started cumming, her screams echoing throughout the room while she sprayed even more of her juices onto her student. She kept going through her orgasm, lasting for many minutes before her exhaustion finally made her release her grip and fall onto the floor, her juices splattered across her crotch and the side of the periwinkle pony’s belly.

The mares rested for a while to reacquire their faculties after the incredible orgasms they just before one of them spoke up.

“Hey, Fluttershy?” Twilight said calmly, if still a little tired.

“Yes, Twilight?” The pegasus replied.

“Did you bring that wand with you?”

Fluttershy paused a moment before responding, “Uh, no, I didn’t. I didn’t think we’d need to use it.”

“Oh...” The lilac alicorn said, sounding slightly dreadful. “Dang it.”

“Sorry,” The other mare replied solemnly.

“It’s alright... Just, give me a few more minutes before then I’ll clean this up.”

The pair continued to rest in silence for a few more minutes until footsteps were heard getting closer to the room, making them both hold their breath in trepidation as they looked to the door.

“Hey guys, are you done in heeeeeerree...” Spike said as he entered the room, elongating the last word as he saw the incredibly bloated Starlight Glimmer.

The two conscious mares glanced between each other and the dragon for nearly a minute before he finally yelled, “WHAT THE FUCK!?”

Chapter 10

Fluttershy and Trixie were cuddled up on the center of the couch in the former’s home, watching the dancing flames in the fireplace as it lit the room in an orange hue, one that heavily contrasted the dark violet skies of dusk outside. They both had a mug of hot chocolate, one held in an orchid aura and the other cradled in a primrose wing, a foreleg each wrapped around each other’s withers with a blanket draped around them to help combat the early winter cold. The pegasus rested her head on her marefriend’s left shoulder with a sapphire head rested atop hers, both taking the occasional sip of their drink, interspersed with sighs of contentment.

“This is nice,” The orchid-maned mare commented quietly, getting the other pony’s attention. “We hardly get the chance to this type of thing anymore,” She continued, her voice turning slightly somber, “It’s kind of sad...”

Trixie pulled away for a moment and let her marefriend turn to look back at her with confusion before kissing her nose. “At least we get to enjoy it now, hm?” She questioned, getting a timid nod from the other pony, who then rested her head back on the sapphire-coated shoulder. “And it is nice,” She added while returning her own head back onto the fluffy pink mane, “While Trixie may love her bombastic and exciting performances, she cannot deny how lovely this serenity is.”

The pair settled into another tranquil silence for a short while before Fluttershy asked, “Have you thought of restarting your performances?”

The unicorn looked up in thought for a couple of seconds, then replied, “A few times, though... Trixie worries about her reputation. She...” She paused for a moment, “I don’t think ponies would really like me. They’ll likely just try to run me out of town again, a-and...” Her eyes started to grow wet, “This time, I’d bring you down with me!”

“No, they won’t,” The primrose mare replied comfortingly as she pulled away to look her marefriend in the eyes. “The ponies here are very friendly, and they trust me. There’s no way they would do something like that.”

“B-but I was so bad to them...” Trixie said sorrowfully.

“It’s not your fault,” Fluttershy responded soothingly. “You were just dealt a bad hoof. And, even then, I think most ponies forgot about it after a week.” Her marefriend looked back at her with a confused expression, though her tears were starting to dry up. “Ponyville is pretty crazy, we’re used to stuff like that. And,” She continued, gaining a confident expression, “If they want to get at you, they’re going to have to go through me.”

The magician looked back vulnerably, but eventually giggled lightly and kissed her marefriend. “Thank you,” She replied while setting her mug onto the coffee table in front of the left side of the couch and pulling both of her forelegs around the pegasus.

The orchid-maned mare took one more sip of her hot chocolate before setting it on the table as well, then hooking her forelegs and wings around her marefriend, who pulled the blanket further around them with her magic. They both closed their eyes as they laid back into the couch, primrose on top of sapphire falling into dreamland with the ambient crackling of flames keeping them company.

At least that was until three heavy knocks sounded from the front door, making the cuddled-up marefriends quickly opened their eyes and looked at the door in surprise, then turn to each other in confusion.

“Let me see who that is...” Fluttershy said quietly while getting off her marefriend before trotting over to the door, then slowly opening it to reveal a large ivory pony looking back at her with a serene smile. “P-princess!” She exclaimed, making the sapphire unicorn open her eyes wide and push herself further into the couch in fear.

“Hello, Fluttershy,” Celestia said calmly as the pegasus looked back with slight fear. “I hope I’m not intruding.”

“O-oh, no, princess! I-I just wasn’t expecting you,” The primrose pony stuttered out, stopping when the other pony raised a hoof.

“That’s how an unannounced visit works, Fluttershy,” The alicorn responded with light amusement.

Fluttershy nodded with slightly flushed cheeks from embarrassment. “Right... but, um, what are doing here, princess? I-if you don’t mind my asking...” She asked after taking a quick glance at her frightened marefriend.

“Of course I don’t mind,” Celestia replied, still with amusement, “Twilight told me that you might have something to discuss with me.”

The pegasus looked at the princess in confusion for several moments before saying, “I-I don’t think there was anything I wanted to talk to you about, princess...” She paused for a moment while looking to the floor in thought, then gasped and quickly added, “N-not that I don’t want to talk to you, p-princess! I like talking to you, i-it’s just I don’t think there’s anything so important that you would need to, um-”

“It’s alright, I understand,” The pearl pony cut her off calmly with another raised hoof. “Though, I am a little confused about this also; Twilight did not tell me what we were to talk about,” She said somewhat absent-mindedly while looking up in thought. “Never mind that,” She said with a shake of her head, “May I come in?”

“O-oh, um,” Fluttershy took a glance back at Trixie, who still remained fearfully impassive, “O-of course, princess.” She moved out of the way to let the other mare enter, then closed the door after her.

Celestia looked around the cozy cottage, the amber flames gently lighting the room further than the dim twilit skies outside. Eventually, her gaze landed on the pale blue unicorn who was desperately trying to merge with the couch, everything below her wide-open eyes covered by the dark blue blanket.

“Trixie?” The alicorn said, watching the sapphire filly flinch and pull the blanket over her head. Quiet hoofsteps behind her made her turn back to the orchid-maned pegasus, who glanced back at her before looking at her scared marefriend.

Fluttershy then walked over to the couch and tentatively pulled the top of the blanket down to show the unicorn looking back at her. “Are you alright, Trixie?” She asked softly, the other mare feeling a pang of sadness as she looked into those big, azure eyes that were full of concern and confusion.

The magician mumbled something incomprehensibly, then looked away. The pegasus placed a hoof on her marefriend’s chin, making her look back at the confused face in front of hers as its owner responded, “What was that?”

Trixie stared back for a few more seconds before quietly replying, “N-nightmares...” Seeing the expression on the other pony remain, she elaborated, “I-I’ve had nightmares a-about her...”

“How come?” Fluttershy asked after she took another glance at the also concerned Celestia still standing by the door.

“Because of my past!” The sapphire mare exclaimed, lightly shocking the other mares. “B-because of what I’ve done in my past...” She whimpered as she pulled the blanket tighter around herself.

The orchid-maned mare wrapped her forelegs around her marefriend while replying, “And you’re worried she’ll punish you for it?”

Trixie nodded sorrowfully and said, “I was so bad to Twilight, a-and the entirety of Ponyville...” Her eyes started to grow wet as she hugged her marefriend back.

“Shhh... It wasn’t your fault...” Fluttershy replied comfortingly while stroking the unicorn’s back through the blanket.

“B-but I was so rude and boastful, a-a-and I put on that stupid amulet!” She hugged her marefriend tighter as tears began to escape from her eyes.

“If I may,” Celestia started, making the two embracing fillies gasp and look back at her, “I believe it is I who should apologize for that amulet.”

The magician looked back at her perplexedly for a moment and asked, “W-what?”

“I should have taken far more care in making sure those dark artifacts were secure,” The alicorn replied as she trotted closer to her subject with a sympathetic look on her face. “I knew of the Alicorn Amulet and how powerful and corrupt it was, yet I let myself merely assume that it was safe because I had not heard anything about it in so long. I should have looked for it. It likely wouldn’t even have been that difficult to find, with how much dark magic power it has... but I didn’t. And because of that, you managed to obtain and get corrupted by it, for which I am deeply sorry,” She explained, her expression becoming somber as she slightly bowed her head.

Trixie looked back at the princess in utter bewilderment while her marefriend had an expression of moderate concern and confusion for a couple moments before the ivory mare continued, “I only hope you can for forgive me for my foolishness.”

The unicorn sputtered for a few seconds and the absurdity of the situation before finally beginning, “O-of course-”

“And don’t forgive me just because I’m a princess,” Celestia added with seriousness, “I make mistakes like any other pony, so you should choose to forgive me like any other pony.”

The magician stared back at her in surprise for a couple more seconds before closing her eyes in thought. She opened her eyes though when she received a soft nuzzle from her marefriend, who then had a look that implied she shouldn’t be cynical to the obviously heavily-worked princess. “Trixie...” She begun, getting an expectant, if slightly happy at the return of the illeism, expression from the alicorn, “Thinks she can forgive you, at least as long as you don’t make that mistake again.”

The princess gained a small smile and replied, “I hope for that as well, my little pony.”

The pegasus unfurled the blanket after a moment and settled down in the couch next to her marefriend, then pulled it back around them while Celestia glanced between them a few times before asking quizzically, “Forgive for asking, but are you two together?”

Fluttershy gave a small ‘eep’ and turned her face into the unicorn’s right shoulder in embarrassment, Trixie only gaining a small blush that was hardly visibly in the dim lighting. “That is correct,” She replied calmly and gave her marefriend a light kiss on the snout, then got slightly defensive as she asked, “Is that a problem?”

“No, no,” The ivory mare replied quickly, “It’s just, last I’ve heard of you, you didn’t seem to be on too good of terms with Fluttershy and her friends.”

“Ah,” The unicorn responded, then sighed softly. “Well, Trixie did absolutely despise them until recently,” She said, then nuzzled the pony next to her as she continued, “But Fluttershy has helped her a lot with that.”

Celestia gave the pegasus a thankful smile and nodded to the two of them, but her expression turned slightly curious after a moment and she asked, “Well, how did the two of get together, anyway?”

The flushes on the other mares’ faces became quite a bit more pronounced after that question, enough so that the alicorn saw it and quickly said, “You don’t have to tell me if you do not wish to, I don’t want to make anypony uncomfortable here.”

“No, it’s just...” Trixie began, but paused for a moment in thought before her blush became even brighter, and soon gained a sly look and turned to the pegasus at her side. “Hey,” She whispered, getting the primrose filly’s attention. “Remember what happened every other time somepony found out about your biggest secret?” She asked, making her marefriend’s blush turn blazing.

“B-but, s-she’s the...” Fluttershy sputtered out, but stopped when the sapphire mare placed a hoof over her mouth.

“Trixie knows,” The unicorn replied softly, “And that’s why she thinks you should do this.” Getting a bewildered and rather embarrassed expression from her marefriend, she elaborated, “Wouldn’t it be nice to fuck the princess?” The blush on the other pony’s face deepened further, prompting her to continue sultrily, “Wouldn’t you love to pound that perfect, hot pussy and turn her flanks red from how hard you slam her hips against them?”

After a quick glance back to the waiting alicorn, who looked on in patient confusion, the magician leaned a bit more forward into her marefriend, keeping their muzzles mere centimeters apart as she started again, “Trixie knows you’d love to pump her full of cum, inflating her bigger and bigger until she can’t even move, and give her so much pleasure, she goes unconscious.”

The pegasus’s wings started to flare open and her breathing started to grow ragged as she played out those scenarios in her mind, and quickly found that she wanted them. “I-I do...” She said quietly, though her voice was replete with lust.

“And what are you going to do about it?” Trixie asked slyly, giving the mare a knowing grin.

Fluttershy licked her lips and replied confidently, “I’m going to take it.”

“There we go!” The showmare said with some pride and mirth as she patted her marefriend’s shoulder and pulled away to let her do her thing, taking another quick glance at the alicorn to see her rather bewildered, though hiding it as best she could.

The orchid-maned mare closed her eyes and revved up her imagination, thinking up some of the lewdest possible outcomes to the current situation to get herself going.

She found herself making out messily with princess Celestia, shoving their mouths together while forcefully thrashing her tongue about in the ivory pony’s maw, tasting her royal saliva with lewd smacking and slurping sounds coming from them. However, those sounds were mostly drowned out by the loud slaps of her hips into the alicorn’s, coming in rhythm with each instance echoed by another slap of canary balls and white flanks.

The princess laid on her back as the pegasus pounded deep and hard, her cock plumbing the depths of the her plump pussy far enough to smack into her cervix while the medial ring smashed against her g-spot, giving her pleasure she’d hardly imagined before. Trixie, though, was stuffing her tongue into the larger pony’s anus and swirling it around, tasting the incredibly warm plot while covering it in her saliva inside and out.

The rutting and flailing, writhing tongues inside her, combined with the powerful musk flooding the dimly-lit room, completely addled the solar mare’s mind, wiping away any thoughts that tried to form and leaving her to merely experience that ultimate bliss.

Fluttershy felt her shaft rapidly harden as her wings stood firm, her breathing becoming heavier and more lust-filled, her mere desire of rutting the princess turning into an insatiable need for it. She opened her eyes to look back at her prideful marefriend, then turned her gaze to the ivory alicorn, who had a faint blush on her face from the embarrassment of watching her subject’s arousal. Her face flushed harder as she saw the lustful expression on the usually timid mare’s face, becoming slightly intimidated by it, though also rather confused as to why it was there.

“The one thing that initially brought us together, princess,” The pegasus begun as she gripped the blanket with her forehooves, “Is this,” She said as she pulled off the blanket and tossed it to land on the floor to her right.

Celestia’s eyes widened and her mouth went slightly agape when she saw the two-foot-long dong standing between the pony’s hind legs, completely befuddling her while lust began to creep into her. “I-I thought you were a mare,” She muttered as she continued to stare at the shaft, leaning forward slightly from her standing position a few meters away from it while taking in its every detail.

“I’m a transmare,” Fluttershy replied calmly while taking a hoof to her cock and slowly stroking it. “I had the operation some years ago, and while most of by body became female from it, I still have this big, throbbing piece of meat.”

The princess nodded slowly, seeming to have only peripherally taken in the words as she continued to admire that massive, girthy cock and the huge, plump, sweaty balls below it. The scent eventually hit her as well, making her roll her eyes back into her head and making her pussy wink as it started to grow wet.

“Trixie thought would have had a lot of experience with stallionhoods, Celestia,” Trixie commented mirthfully as she watched the enraptured alicorn.

Celestia shook her head, then tried to force her gaze to the sapphire mare as she replied breathlessly, “I-I do, but...” She found her focus being pulled back to the canary monolith between the pegasus’ hindlegs, “This one is a decent bit bigger than even the biggest ones I’ve seen... a-and,” She gulped and leaned forward a bit further, “Seeing it on a mare’s body i-is just so...” She clenched her eyes shut forced herself to look at the well-endowed mare’s face. “Err, sorry, I don’t know where I was going with that,” She cut herself off with an attempted calm tone, but the heavy blush on her cheeks visible even in the dim lighting made her true feelings very obvious.

“Really now?” Fluttershy asked teasingly as a smirk adorned her face. “You were pretty much drooling when you were looking at my massive cock and huge balls. Are you sure don’t me to shove it your pussy, and pump you so full of cum you can’t even move?” She leaned forward as she continued to stroke her now completely erect stallionhood, staring into the princess’s eyes with a lustful gaze.

“I-I...” The ivory mare began while her focus was dragged back down to that big, girthy, musky, sexy pillar of maremeat, but she soon cleared her throat and looked back up at the pegasus. “I cannot do such things; I must attend to my duties-”

“Oh, drop the prim and proper princess façade, bitch,” The orchid-maned pony interjected sharply, surprise both other mares with her crude language. “I know you get tired of doing that. And I know you’re just mentally begging for this cock.”

Celestia stared at the unusually confident pony for a moment before beginning, “N-no...” A glare from the pegasus shut her up and made her restart, “Okay, I-I do...”

Fluttershy grinned at that response, and it wasn’t long before her expression turned devilish. “Well, you’re going to have to earn it,” She responded, prompting confusion in the other ponies in the room, light disbelief shown in her marefriend.

“Uhm, w-what do you mean, Fluttershy?” The alicorn asked with worry and lust tinting her voice.

“I am not Fluttershy to you anymore, and nor are you Celestia to me. I am now your mistress, and you my servant,” The primrose mare replied calmly, and watched as the pale red cheeks on the larger pony turned bright crimson and her pupils shrunk considerably.

“U-uh, I-I don’t know about this, Fluttershy...” The flushed princess stuttered and backed up in fear and, although she denied it, arousal.

An orchid tail cracked across her face, weak enough not to damage, but strong enough to completely halt her thoughts as Fluttershy sternly corrected, “Mistress.” Celestia looked back at the normally timid pegasus and saw the commanding gaze in her eyes, only bolstered by the flames reflected in them and the threateningly flared wings on her sides, finding the sight to be one of the most arousing she’s ever seen.

“A-alright, m-mistress...” The alicorn replied with a mix of lust and fear, though the latter only served to strengthen the former. Her wings began to quiver as her hindlegs buckled and soon collapsed, forcing her to sit as her sex clenched and her juices began to flow onto the floor while she bit her lip, only stopping to ask, “W-what would you h-have me do?”

The primrose mare merely smirked at the brevity of the princess’s attempt to remain in control, then commanded, “Firstly, remove your regalia. It’s not befitting of your status right now.”

“A-as you wish...” Celestia replied as she did a small, trembly bow and took another glance at the dominating pegasus laying back in the couch and slowly stroking her huge shaft before lighting her horn.

“And don’t use magic,” Fluttershy added and pointedly raised a hoof. The alicorn did another bow and slowly raised her forehooves to her tiara, then took it off and set it on the floor to her left. She took off her peytral next, then moved a forehoof to her mouth and bit on the side of the slipper on it before pulling it off and setting it next to her other golden apparel.

Trixie watched this utter compliance, this ultimate irony of a princess of Equestria submitting herself to the very epitome of timidity in awed lust, sure that both mares in question were feeling it even stronger. “You like doing this, don’t you Celestia?” She asked the alicorn in a decent attempt at control given the emotions playing through her, and saw the other mare glance to her as she pulled another slipper off with her mouth. “You spend so much of your time in control of everything, that you just need to give that control to somepony else for for a while. And it feels so good when you do...” She continued sultrily, feeling her showmare persona begin to peek through as she teased the princess-turned-servant, making her shiver slightly in arousal.

That showmareship then allowed the sapphire unicorn to do something a bit more extreme, being leaning over to her lover and wrapping her forelegs around the pegasus’s neck, getting her to look back, then kissing her deeply. The kiss soon became very passionate, with both parties’ mouths opening up with their tongues darting out and flooding the others, thrashing about wildly with saliva being hurdled about and lewd smacking and slurping noises echoing out from them. The primrose mare turned during the steamy session to line up her body with her marefriend’s, letting her erect and slowly oozing cock get squished between them as they wrapped their forelegs around each other, letting the kiss go deeper and deeper.

They eventually pulled away, their muzzles mere centimeters apart with a hefty strand of saliva bridging between them, their eyes staring deeply into each other with the flames lighting them up reflecting their burning passion. The strand of saliva soon snapped and fell onto the jasmine lips below, another kiss quickly following it, remaining very passionate despite the lack of tongue involved. The pair then turned their heads to look at the ivory alicorn, who was looking back at them with heaving breaths, fully erect wings, and a frothing sex, though something was slightly off about it...

“Hey!” Fluttershy snapped, getting her servant’s attention. “You’re still not done,” She continued sternly, gesturing to the golden slippers still on the large mare’s hindhooves.

“O-oh, a-apologies, mistress,” Celestia replied and quickly got to work removing her remaining slippers with her forehooves.

The two mares on the couch slowly slid off each other and moved back into sitting positions, though with forelegs wrapped around the other’s withers and their flanks rubbed together, as they returned their gaze to the undressing princess. “Good,” The pegasus said after the other winged mare removed the last of her regalia. “Now, you will sit there and not touch yourself for the time being, and if you’re a good girl, I’ll give a nice present at the end, alright?” She commanded, to which a hesitant, yet still incredibly aroused nod was returned.

Satisfied, Fluttershy turned back to her marefriend and pounced on her, pinning her to the couch and gaining a sultry look as she pressed her cock into the unicorn’s sex. She quickly ramped up the pressure, causing both ponies involved to groan in pleasure, before releasing a sharp moan when the shaft went in. The primrose mare the began to shove her stallionhood further into her lover, inciting deeper and longer moans from them that overshadowed the squelching sounds the hot, pulsating love tunnel made around the monolith of maremeat.

The princess/servant watched the sexual spectacle in sensual stupefaction, wings becoming painfully strained while her forelegs so desperately wished to fly into her sex and make it explode with her juices (more than it was currently, anyway), but she didn’t because her mistress denied it. She could have easily ridded the power-play by denying submission, but what Trixie said of her before was true; she loved this. She loved having so little control after a long day of having too much in a manner that was arousing as much as it was relaxing. She loved being bent to another’s will, her body being no more than a toy for somepony else’s desires. She loved being degraded and belittled, being treated like trash and rutted into madness. While the millennia-old pony may have been exceptional at controlling her emotions, such dominance over her combined with watching two sexy mares have their way with each other with one of them having a huge addition that made her even sexier, it was just too much for her.

Celestia rubbed her hindlegs together in an attempt to further herself to orgasm while she watched in rapture as the other mares did their own furthering, the pegasus shoving her shaft into her lover to the base, the many sessions they’ve had previously making it take mere seconds this time. The shaft was then pulled back to nearly the tip before being deftly thrust back in, more moans and slurps echoing out amidst the crackling embers. It soon became a rhythm of pulling back and thrusting forward, the sounds becoming louder from the pleasure and speed involved, with the smacking of crotches being added into the mix.

Trixie felt the immense rod flooding and evacuating her at speed, giving her an utter fullness for hardly a moment before it was replaced by a gaping hole that thirsted for filling, and that filling would come too quick for her mind to process the difference, yet she still felt the feeling of being filled and torn apart the cock thrusting into her gave her and the thirst and need as her hole was left agape. Her moans and pants, along with the incoherent muttering of ‘fuck’ and ‘harder’ and ‘yes’, vacated her of breath and made her face an ultimate expression of bliss as the shaft flew in and out of her at speed.

The guide and owner of that shaft was hardly faring better, with her eyes rolled up and her tongue hanging out as she moaned and groaned with a volume soon eclipsed by the loud smacks of hips on hips and plaps of balls on flanks.
The warm, wet pressure around her stallionhood was incomparable to anything else, flooding her mind with pleasure at the expense of her senses, leaving her uncaring for the rosy colour her harsh rutting was instilling upon her lover.

However, Fluttershy soon felt heat and pressure rising within her obscene obelisk, signaling her explosive finish was near and she managed to remember what she wished to do. She took a moment to focus her senses to hear the guttural groaning and moaning of her heavily-fucked magician below her and see the copious amount of clear juices splattered on and around her shaft, letting her know that the sapphire mare was well beyond finishing herself. The owner of the nearly-bursting cock eventually pulled herself out her rutting rhythm and pulled her meat out of her marefriend, quickly replacing it with with a forehoof that rubbed and lathered the generous volume of genital juices further onto her prick while keeping the pleasure and pressure on it alive. She sat back onto the couch and turned back while pressing her cum cannon down to aim at the pearly princess’s face, making her breathing and blush increase twofold as she realized what was about to happen.

A guttural moan was all the warning Celestia got before her thick, gooey, voluminous present got shot at her, more than a gallon of cum getting smacked into her muzzle and splattered across her body and wings, making her stumble back slightly from the force and utterly delicious scent. Another rope of salacious stallion-jizz soon slammed into her face, continuing to cover her soft white coat in lascivious off-white goo, forcing a loud moan and violent shiver from the unbearable lust it imparted onto her.

Many more massive spurts of cum got launched the couple meters into the alicorn’s face, who soon had an open mouth to catch whatever portion of the liquid love that she could and quickly swirl it around in her maw to taste the luscious, warm, and salty nectar before swallowing it to catch the next batch. She quickly found her front coated several times over by the absurd amount of cum, the splattering remnants flowing onto the ground and pooling outward around her with multiple centimeters of thickness more than a meter out.

The batter blasts eventually began to die down, the now off-white mare’s fierce lust and the heavy weight splattered across her front proving too much for her as she fell back into the cum pool around her. She used her forelegs to lather and coat the rest of her body with the cock cream as her hindlegs writhed and wings shook stiffly, an incredible orgasm rocking through her as her sex began gushing fluids, even though it was all lost in the sea of its stallion counterpart.

Fluttershy was left panting on the couch, reclining heavily next to her well-used marefriend, who was currently in a stupor and out of commission from said usage. She looked across the room to see the pond of cum amongst the floor and rug, splattered across the wall and fireplace opposite her (though not enough hit the flames to put them out) and absolutely smothering the solar princess, physically and mentally, if the writhing and desperate moans and pants were any indication.

The pegasus gained a sense of sick satisfaction at the usually rather stoic mare acting so crazed, giving her a sense of lust and craving for the princess’s plump, perfect pussy that made her cock and wings painfully erect. She let out a groan as she pushed her forehooves into the couch and slowly got off it, beginning to stand exhaustedly as she looked forward at the lewdly writhing mare.

She admired the lustful raving and writhing of the other pony as she took slow steps toward her, her stallionhood throbbing with need and starting to drip precum. As soon as she was able, the well-endowed mare placed her forehooves on the alicorn’s hips, her cock soon being pressed into the cum-painted royal sex below. The pressure didn’t even phase the ivory pony as she continued her ministrations, the movements and heat booming through the shaft pushed into her, making its owner shiver with lust.

Fluttershy didn’t hold back; she quickly thrust her mammoth prick into the pearly pussy, its mild resistance letting her go all the way to the medial ring before stopping, loud moans being released from both mares as a result of the blazing heat and immense pressure they put on each other. The primrose pony wrapped her forelegs around the bigger mare’s hips and hugged her barrel, digging into the copious amount of cream she splattered there previously as she shoved forward again, this time fully hilting with a lewd slap that was scarcely audible over the pair of loud moans.

The lusty pegasus quickly got into another rhythm, rutting with enough strength and speed to completely destroy the princess’s mind and further splatter the cum left on her hips and flanks. Loud, guttural moans and lewd, wet slaps echoed throughout the room as the orchid-maned mare kept pounding, her own mind mostly being lost in the throughs of passion, but she still was able to feel the growing pressure in her stallionhood, and she got an idea. She continued pounding and rutting, smashing her hips into the warm coat of cum on the even warmer pony, feeling the pressure in her cock build and build, until she was at the point of bursting... and then stopped.

The primrose mare hugged the alicorn below her tightly, fending off the want- no, the need to cum, feeling her balls tighten and swell with masochistic pleasure. She felt the other pony squirm weakly, having been fucked senseless, while she kept fighting the pressure down until it became manageable, then she started rutting again. She quickly rose to a brisk pace, smacking her hips against the princess’s twice per second, her balls becoming even sorer from the repeated smacking. And when she felt the pressure within them build until they were fit to burst, she stopped once more.

She continued that cycle for a few more repetitions, letting her balls grow fuller, sorer, more and more aching with need until it drove the mare nearly insane all on its own. It was only then that she continued pounding past the point of no return, starting to feel the over-wound-up spring of her sack release, and release it did. When she thrust into Celestia’s cunt for the final time, she was panting heavily, the lack of air from her heaves and moans almost making her unconscious as her cock began to bulge with the immense amount of seed building in it, until finally it burst from the head, flying with incredible speed and force into the far side of the alicorn’s womb.

Fluttershy’s cock released rope after massive rope of cum into the bigger mare, quickly distending the semen-soaked barrel and making it bulge outwards enough to move the pony latched around it. The pegasus’s forelegs soon were grabbed onto nothing more than the swelling belly, bulging a ways around them as the coat of cum lost some of itself to further cover the primrose pony.

The alicorn’s belly kept bloating and growing in cadence with the massive throbs of the cum cannon lodged in her snatch and the blasts of batter into her, soon becoming more than a normal pony’s volume and forcing the other mare to sit up as it pushed her further away. The off-white-coated orb of flesh still continued to grow, the injections of cum into it making it bounce and wobble slightly accompanied by oceanic sloshing sounds as it steadily made it past the two-pony mark in volume.

The jiggling and sloshing only intensified as Celestia’s belly kept growing, going past the three and four-pony marks in volume and not slowing down. The yellow pony under the growing mass was hardly able to feel any of it as the sheer bliss and exhaustion nearly made her unconscious, oblivious to the slipping of her forelegs on the soaked globe and the smacking of her back into equally soaked floor behind her. She writhed and shivered in pleasure as the pussy still convulsing around her shaft continued to draw more and more cum from the attached balls.

The growth continued all the while, the belly inflating past five and six ponies in volume without even slowing down, hiding most of its owner from view. The flow only began to ebb as around eight ponies worth of cream were in the alicorn, the huge belly somehow remaining mostly spherical despite the immense weight within. The volume slowly trailed past nine ponies, taking a while before it finally ended at a massive ten ponies and reached nearly to the ceiling.

The cock lodged within the bloated mare’s sex finally began to calm down and shrink, the immense pressure from within the womb pressing it out quickly. After it came out, an absurd amount of cum followed it, utterly drowning the lower pony’s lower half in white stickiness. The reprieve of pleasure from the now-retracted shaft gave its owner some faculties, letting her eyesight return from its ultimate haze and see the massive towering globe above her that she could only see from the light of the flames peeking over its edge.

“Oh, wow...” She muttered in exasperated awe, the conflicting emotions sapping her strength past what her rutting already took, pulling her into a sleep amidst the lewd carnage.

Chapter 9

"Trixie, I'm back!" Fluttershy called as she reentered her home while carrying a purple bag around her neck.

Some scuffling was heard from upstairs before Trixie came into view, descending the stairs at speed and yelling, "Did you get them?!"

"Yes, I did, but, um..." The pegasus replied, sounding somewhat hesitant and somber.

"B-but?" The other pony asked, her voice now replete with sadness.

"They, um..." She responded while reaching into the bag around her neck, and pulled out a lilac cape and hat, both covered in silver and golden stars, but also were torn in many places along with being covered in dirt and dust despite the obvious attempts to clean them.

Trixie gaped in awe and sadness with tears welling up in her eyes as she looked upon her ragged attire, starting to grab them with her magic and pull them over to her. They stopped less than a meter in front of her face as the tears began to flow from her eyes and she muttered, "M-my clothes..." She quickly hugged them tightly to her chest while the other mare looked on in confused sorrow, not understanding why the outfit meant so much to her, but more than willing to comfort her regardless.

Fluttershy quietly trotted over to her marefriend and hugged her from the side and made soft, comforting sounds while letting her let it all out for several minutes before the flow of tears began to ebb. She gazed at her partner gently as she pulled the clothes away from her chest and looked solemnly at them.

"Are you alright?" The primrose mare asked softly.

"These..." The other pony started, but had to choke back a sob before continuing, "These were my mother's..." She paused a moment to clear the words in her mind, "They're all that I have of her now..."

"Oh..." Fluttershy stated in response while tears began to fog her own vision. She let that sink in for several seconds before saying, "I... I have a friend that may be able to fix it..."

Trixie glanced back at her marefriend after a second, and asked disbelievingly , "R-really? The material i-it's made out of is r-really rare and expensive..."

"My friend's worked with expensive things before for some expensive clients, and she's very good at her job, so I don't doubt she can fix your outfit," The other mare replied, a comforting smile on her face.

The unicorn looked doubtful, but soon gained a small smile and responded with a sniffle, "I-I'd like that."

“I-I don't like this, F-Fluttershy,” Trixie said, sounding rather frightened as she and her marefriend found themselves on their way to the Carousal Boutique in the middle of the afternoon, as both ponies were thrown odd and sometimes harsh looks they were getting, even if nopony actually acted on their intentions.

“It's alright, we're almost there,” The other mare replied, her voice also a little tinted with fear, as she continued leading her partner through the outer edges of Ponyville, taking a few more minutes before she finally reached her friend's establishment.

“Alright, we're here,” She said as they found themselves in front of the well-known circular building that sported a similar colour scheme to the pony who worked there, which made the unicorn worry a little bit more.

“T-this belongs to that white unicorn, yes?” Trixie asked, getting a nod in response. “W-well, Trixie remembers her not being v-very accepting of her a couple days ago...”

Fluttershy looked back at her marefriend with her recognizable comforting smile, and responded, “It’ll be okay, she trusts me.”

“You have such faith in your friends...” The other pony said with some confusion, and perhaps a hint of longing.

“That’s what friends are for!” The pegasus replied happily as she knocked on the boutique’s door.

“Coming, Darling!” An elegant voice called from inside, leaving the mares to wait in an awkward silence for a few seconds before the door opened, revealing the pearl fashionista. “Ah, hello Fluttershy!” Rarity said while going into a hug with her friend, then pulled back and glanced to the other visitor and pausing a moment, evidently not quite made the connection between the two yet, then added with a curtsy, “And Trixie, of course.”

The sapphire mare nodded and gained a slightly nervous grin, clearly thankful for the lack of hostility from her host, who moved out of her guests’ way after the acknowledgement. The partners then entered, with the purple-maned mare closing the door behind them and quickly resuming the conversation with, “So, what brings you two to the boutique today, darlings?”

“Well, we were hoping you could repair this...” Fluttershy said as she reached into the bag around her neck and pulled out her marefriend’s showmare cape and hat, and presented them to her friend, who quickly took them in her magic.

The fashionista floated them around a bit, trying to get a feel for the fabric, while she asked, “What happened to this?”

“They were destroyed in my wagon some years ago, by the Ursa Minor,” Trixie replied with sorrow clear in her voice, causing the other unicorn to stop her ministrations and look at her. “It turns out Twilight took them after that.”

“She had them all these years, and never thought to give them to me?” Rarity muttered as she glanced back to the fabric.

“W-well, your first response wasn’t that good, so Twilight probably didn’t think giving it to you was a good idea...” Fluttershy interjected quietly, obviously not liking how rude that sounded (for her).

The white mare nodded and closed her eyes for a moment, then responded while looking back at her friend, “Point taken, Darling... and about that, I apologize for my harsh response then. I suppose I was rather irritated that my closest friend made a romantic connection with one of my worst enemies completely out of the blue, but I also know I was rather harsh and should’ve given you an opportunity to explain yourselves. You can forgive me, can’t you?”

“Oh, of course, Rarity!” The pegasus eagerly replied, but quickly added at the odd looks she got, “Well, so long as you’re alright with us,” She waved a hoof between herself and her marefriend, “now, that is.”

“Of course.” She looked to the other mare, “And you?”

“Ditto,” Trixie tersely responded with a slight grin.

Rarity paused a couple seconds at that, before breaking into a small grin of her own and saying, “Well, I suppose that is the best I’ll get for now.” She turned back to the fabric in her magic and squinted at it, then asked with interest, “Correct me if I’m wrong, but this is Canterlot silk, is it not?”

“It is,” The showmare said curtly.

The other unicorn quickly turned around to face her, disbelief and curiosity written on her face as she asked, “And where did you possibly get a hold of that?”

“My mother. She’s... no longer with us,” Trixie responded, her expression turning solemn.

“Oh... a-apologies for bringing that up...” Rarity replied with her voice gaining a tint of sympathy.

“It’s alright, you didn’t know... let’s just talk about something else.”

“Of course,” The fashionista responded with a nod, then glanced back and forth between the other two mares a couple times. “Ah... so I hope you don’t mind I intrude, but how exactly did you two manage to get together?”

The marefriends looked at each other and paused a few seconds, both gaining a blush and looking rather embarrassed. “Oh, I don’t mean to pressure you too much, it’s just, you know how I can get about romance and gossip,” Rarity interjected, looking a little guilty.

“No... no, it’s alright,” Fluttershy said, getting the other ponies’ attention, “You deserve to know at least that...” Her partner looked at her in thought for a couple seconds, then nodded in assent. “Um, well, Trixie arrived at my home a few days ago, um, specifically the day before you went there and found out about her. S-so then she talked to me about what happened to her these past years, a-and we made up and hugged, t-then, um...” She trailed off, her blush becoming very heavy.

“Then we made out,” Trixie finished, making the other two ponies’ cheeks glow brighter, with the white mare letting out a small gasp before looking downward in embarrassment.

“W-well then!” Rarity interjected after a moment. “I-I will get to working on this then!” She said quickly, clearly trying to skirt her discomfort as she turned around and trotted into the work room connected to the main room they were currently in.

The partners then stood in an awkward silence for a short while, the pegasus looking conflictedly at the unicorn, who seemed lost in thought, before the latter gained a malicious smirk and lit her horn. The ‘open’ sign on the window was quickly switched to ‘closed’ while all the blinds were closed and the door was locked, all with faint wisps of orchid magic.

“Well, it seems we have some time to ourselves...” Trixie said sultrily as she gazed onto her marefriend, who let a small ‘eep’ and hid into her mane. “Aww, don’t hide your face, it’s very pretty,” She responded, her voice taking on a softer tone, but made the other mare freeze up regardless.

“P-p-pretty...?” Fluttershy parroted quietly.

“What, did you think Trixie just was your marefriend because of your huge cock?” The unicorn laughed a little before continuing, “No, of course she thinks you’re very pretty and very kind; that’s why she loves you.”

The timid pegasus let her mane fall away slightly to show half of her face, letting her see the loving look on her partner’s face. She gained a small grin of her own and trotted over to the other mare while she replied, “Aw, I love you too, Trixie.” She then hugged the unicorn and gave her a small kiss on the lips, it was quickly turned into something more passionate as she got pulled in by the other party.

“Trixie also loves you for how shy you are; it’s very cute,” Trixie said after she pulled away, a line of saliva that was connected between their mouths being quickly broken. “But, she also sometimes wishes you were a little more assertive. After all, that one time you described with Twilight sounded very hot...” She added sultrily, making her partner blush fiercer than she just got from the steamy kiss.

“I-I know, b-but I’m never l-like that...” Fluttershy stuttered out, and watched her partner nod in assent before looking up in thought for a few seconds, then look back at her with her sly grin. “W-w-what?”

“Trixie has a way to help fix that, if you would like to humour her,” The unicorn replied, her partner getting a confused look in response, her fear not abating. “Look into Trixie’s eyes,” She requested, the other pony obliging, and soon getting lost those magical, amethyst eyes.

“Thaaaat’s it... just relax...” Trixie continued, her marefriend’s breathing beginning to steady. “Now, Trixie wants you to listen to everything she says...”

Rarity was stitching the numerous tears on Trixie’s cape and hat, her magic assisting in sealing them to make as though were never there, the monotonous motions she had long since gotten used to biting her in the flank currently, as the time she had to think let her mind stray to the conversation earlier. While she was glad that her best friend had finally found a romantic interest (putting a light reminder upon herself that she still hadn’t), even if it was with Trixie Lulamoon of all ponies, she was a little concerned that it was going a little too fast.

Of course, that usually wouldn’t cause her that much turmoil while she worked, but the mention of the steamy kiss kicked in her libido that she managed to ignore until then, specifically the libido caused by estrus.

Yes, she was in estrus, and hadn’t gotten proper relief the entire day, making her stray thoughts drift towards sex, and a kind of sex that certainly made more normal by the frankly obscene amount of pornography and sex toys she kept in her room.

She shook her head and tried to focus on her work, filling her thoughts with it for a short while, but was quickly pulled out of them as she heard somepony enter the room she was in. She paused her work and spun around to see her closest friend trot in with a small smile, but something seemed a bit off about her...

It may have been the grin she wore and the way she walked that seemed to be confident rather than demure, or perhaps the sultry look in her eyes that cast in a whole new light, or maybe, just maybe, it was the large stallionhood visible right below her barrel.

“Wait, what?”

Rarity blinked. Then she blinked again, seeing as the shaft was still there. Then she rubbed her eyes, attempting to rid her sight of the aberration, but it remained. She next inhaled deeply with her nose, but that only made her smell the musk of the cock, letting it flood her mind and kick her libido into overdrive.

She started panting lightly as she continued to stare at the massive pillar of maremeat, her confusion as to why it was there completely lost as lust consumed her.

“Need some help with that?” Fluttershy asked with an confident tone, drawing the other mare’s attention to her face, which seemed to be looking below the unicorn. She followed her friend’s gaze, and found and a considerable amount of fluids flowing down her the insides of her hind legs.

“O-oh...” Rarity said, her voice wavering as she looked back up at the pegasus with a heavy blush. “U-um, w-well...” She trailed off, looking to the side to avoid the steamy gaze of her friend.

“Aw, come on, where is that alluring, confident mare that loves romance so much that I know?” The primrose pony responded while she approached the unicorn, her shaft bobbing below her and lightly, yet audibly smacking into her barrel on each step.

The fashionista started to pant heavier as the scent and the sounds of her friend’s cock invaded her mind, but she managed to reply, “B-but, this isn’t r-romance...”

“Oh, it isn’t?” Fluttershy asked in response as she arrived in front of the other mare. “Well, let’s fix that,” She said sultrily, then grabbed her friend and pushed her body against her, pinning her to the desk, and forcefully pressed their lips together. She kept them together that way for several seconds before pulling away, commenting after licking her lips, “Delicious.”

Rarity, however, gaped in aroused bewilderment, her eyes completely glazed over as she attempted to put her mind back together. “Wow...” She eventually said, making her friend’s grin grow a bit.

“You like that?” The currently assertive pegasus asked with another, smaller kiss, but no less passionate.

The pearl pony became even more addled from the second kiss, then inhaled deeply, getting a hefty whiff of her friend’s musk which made her eyes roll up in her head and mutter, “Ohh, fuck me...”

“Oh, how naughty...” Fluttershy said as she started to pull back, her cock that was revealed to be pinned under the other mare’s sex being rubbed across it, further arousing them both. “What would everypony think if they heard the lovely, high-class Rarity utter such naughty language, hmm?”

“N-naughty...” Rarity moaned, her mind so replete with lust she was unable to form a complete thought.

“Ohh, you like that don’t you?” The other pony replied, with it sounding more like a statement than a question. “You keep such a prim and elegant facade, but deep down, you just love being so incredibly dirty...” She continued, to which her friend gave a demure nod through her constant moaning and whimpering that was caused by the shaft sliding against her pussy.

The unicorn’s pleasure peaked when her friend’s flare was dragged across her labia, then got pressed into it with slowly mounting pressure, increasing the rate and magnitude at which she moaned and shivered. The pressure and pleasure forced her to lean back onto the desk behind her as to not fall over, with her friend’s grasp moving from her back to her flank. The other mare’s cock eventually popped in though, an audible noise being made by its entrance, and was echoed by the sharp moans of both ponies involved.

Fluttershy gained a sly grin as she slowly made her way into her friend, soft coos of pleasure being made by the former as apposed to the senseless moans coming from the latter. She made her way in about a fifth of her full length before pulling back, making the other mare’s sounds have a slightly disappointed tint, but shoved her shaft back in after it was almost entirely outside.

The pegasus continued thrusting at a leisurely pace, slowly going deeper on each cycle until she was about halfway, where she let out a small gasp as she felt her balls getting rubbed from all sides. She looked down and found an orchid glow around them, letting her know that her marefriend had entered the fray. She resumed her thrusting with louder moans from the added pleasure while turning her head around to spot the sapphire unicorn several paces behind her and off to the side, giving her a grin that was a mix of arousal and confidence. The latter emotion was quickly turned into sheepishness as she was offered a lusty wink from her partner, who then turned back to the mare she was fucking.

Rarity was in pure mindless bliss as she continued to get rutted, the intense full feeling got from the shaft inside her was more than she ever had before with any sexual partner or toy, and it combined with the musk so powerful she could almost taste it along with the secret size queen in her to completely demolish any thought she tried to put together. It was because of that that she had her eyes rolled up in her head with her tongue lolling out, her face the most ultimate expression of pleasure.

The rutting continued with the primrose pony going ever further into her friend’s pussy, only making a short pause to get more force into her thrusts as she reached her medial ring, leaving her to bite her lip in a lustful, yet dominant manner with stifled moans and the occasional profanity coming out.

Trixie, meanwhile, kept groping and kneading her marefriend’s balls with her magic as she slowly approached them, the weight and plumpness she felt alongside the musk flowing out from them entranced her and made her focus only on them. She blinked after several seconds, finding herself with her muzzle right in front of those juicy, delicious canary balls that invaded her mind so much, her next thought was of how tasty they truly were, as she now found her tongue fully pressed into the crevice between them.

“You like that?” Fluttershy said with confidence from above, only partially getting the unicorn’s attention. “You like that great and powerful musk of my big and sweaty balls?” She asked as she pushed her hips back and waved them side to side slightly, rubbing her balls into her marefriend’s muzzle and making her fall further under their spell. The pegasus gave a proud chuckle at the sapphire pony’s reverie before slamming her hips forward, making them audibly smack into her other friend’s crotch with her barrel being visibly distended and forcing a louder moan out of her, while the pony sniffing and licking her balls had to grab onto them with her forelegs to keep her face pressed up against them as they flew forward, only to let her press her face further into them once they came to a stop.

The frost-maned magician gave a mindless, guttural moan as her muzzle got surrounded by her well-endowed marefriend’s musky, plump, delicious balls, completely filling her senses with them. They then kept getting pushed into her face and pulled back away rhythmically, but the entire time she kept a firm grasp on them, constantly licking and sniffing them as if to try to permanently ingrain them into her mind.

Rarity was in a similar state of mindlessness, prohibiting her from feeling anything besides her orgasm as it rocked through her, yet with no real peak, only a mildly wavering cycle that peaked on each thrust in. Her senses became numb to anything but the pure, unbridled pleasure she was feeling; enough to make ‘feeling’ inapt, perhaps only leaving ‘experiencing’ to fill its role, as it was truly an experience.

The unusually dominant primrose pegasus kept pounding away with increasing speed and force, slowly feeling her climax building as she let out brusque, dominant moans that truly showed her new, assertive nature. It built and built, the rhythmic pressure around her shaft and balls never ceasing, until finally, it burst.

Fluttershy slammed into the constantly orgasming white unicorn with all her might, and stayed pressed into her as she began to cum, gushing into her and slamming out from her inside, quickly expanding the distention on her barrel. Her balls, meanwhile, began pulsating as cum was forcefully ejected from them, rhythmically squishing around Trixie’s muzzle and pulling her even further into her stupor.

The heavily rutted fashionista’s tummy soon grew to the volume of the rest of her, its weight starting to make the desk she was laying on groan. The pearl balloon of a pony kept getting bigger though, the primrose mare pumping it up now grabbing onto it and forcing her upper body into it, admiring the softness and warmness as she fell into her own reverie.

Rarity’s belly took a short while before the pressure it put onto the desk below her to be more than it could take, snapping it in half. She fell through it onto the floor, her friend coming along for the ride, with neither seeming to notice the difference as the alabaster blimp jiggled violently while it continued to grow.

A decent amount of time passed, though none of the three heavily entranced mares noticed it, before the well-endowed pegasus’s orgasm finally began to die down, not taking too much longer for it to completely end. It did take longer, however, for the ponies to come out of their reveries, the primrose one doing so first.

Fluttershy let out a hefty breath as she came to, feeling the warm, marshmallow-like object she was holding and snuggling into it. She got shocked still with her eyes wide open when she felt something moving on her balls, pulling away with a soft groan.

“Ohhh, wow...” Trixie said exasperatedly as she moved back from her marefriend’s stallionhood, then stood up to observe the rest of the situation. “Yeahhh, your orgasms are definitely getting bigger,” She commented after a moment, making her partner’s shock gain some embarrassment, which forced her face further into her friend’s belly.

Another short while passed before the unicorn stated, “You know, this is why Trixie brought that wand.” She earned a slight giggle from her marefriend before she started to pull back, her cock making a lewd shlurping sound as it exited, a wet pop topping it off with some cum flowing from its exit point. She then stood there, lightly panting as her cum-coated cock shrunk back into her body, and turned to look at her partner with a satisfied smile on her face.

“T-thank you,” The pegasus began through her pants, “For helping me be more assertive.”

“Of course; anything for Trixie’s marefriend,” Trixie replied, gaining a loving smile on the other mare’s face.

The pair then turned to look at the massively inflated pearl mare with admiring and proud looks, before Fluttershy asked, “She’ll be okay, right?”

Her marefriend turned her head and smiled at her, responding, “Yes, all Trixie has to do is use this wand,” She lit up her horn and levitated the wand out from the other room from the purple bag they brought the clothes in, “And she’ll be back to normal. Well, physically, anyway,” She added, getting concerned look from her partner. “The mental part that she got from that experience should go away with time though,” She elaborated, calming the other mare and making her nod in assent.

“Um, so,” Fluttershy said after a moment of looking at her friend, “Can’t we just use it? R-right now, I mean...”

“Hm?” Trixie said as she looked back at her marefriend. “Oh, we can, but Trixie locked the door, so we can take some more time to admire this,” She replied, with a rare, slightly mischievous coming on the other pony’s face as she responded with an ‘Of course.’

The pair then looked back at the big, white balloon that was Rarity for a couple of moments, before the other unicorn got a thoughtful look, then used her magic to slightly lift her up and pull out the purple cape and hat that were on the desk before it got crushed. Her expression turned apathetic as she stared at them, causing her marefriend to trot over to her side and wrap a wing around her. The sapphire pony then shook her head and folded her clothes, then levitated them over onto another desk before resuming her admiring of the fruits of her partner’s labour.

They soon started to walk in step over to the cum balloon, and pressed into it when they reached it, wrapping their forelegs around and hugging it. Their minds were filled with peace and serenity as they cuddled into it, going into another stupor for a while before the sound of a door opening brought them out of it and into a state of panic.

“I-I thought I locked it...” Trixie said as they pulled away from the white pony’s belly, locking eyes with her partner, who started shivering slightly. Their attention was soon brought to the entrance of the work room, where Twilight Sparkle walked in with Spike on her back, who both gained a look of shock as they saw the big balloon of a mare, the former’s expression turning deadpan with the latter looking to be catatonic.

“Really?” The alicorn asked, the other ponies looking at her with sheepish, yet still somewhat relieved, grins.

Author's Note

It should be clear, but just in case it’s not, the second scene ends with Trixie hypnotizing Fluttershy; hypnosis being a weak form of mind control that can’t make people go against their basic morals, so I wouldn’t classify this as mind control or rape.