A Tineey Little Sleepover

"Great," Diamond Tiara said. Right to business. "I'll start then. Tineey."

Tineey shot up in his seat and stifled a gasp. Diamond Tiara had turned to him with eyes like a hawk about to swoop for prey, and his night-gown was feeling tighter and tighter by the second.

"Uh," Tineey said. Then, after remembering what he was being asked in the first place: "Uh, truth, I guess."

"Who would you rather have sex with: me or Silver Spoon?"

Diamond Tiara jumped up from her beanbag and turned around, bending over to show off her rump, slit, and well-developed crotch-titties, which she waggled from side to side at Tineey like she was putting on a show.

As if on cue, or rather just because she was good at improvisational mimicry by now, Silver Spoon leapt up and did the same as her friend, taking particular care to run her hooves along the exposed part of her night-gown that highlighted and showed-off her pussy. Diamond Tiara's flaunting was much more all-encompassing, her butt jiggled, big enough and then some, and her boobies were something to look at too... Silver Spoon's showing off was mor elegant she was a pony putting herself on display like a piece of fine art, not a stripper on a stage...

Cupcake Sweets scoffed and rolled her eyes at the pair of them. The game was up by now, and besides, she could put on a show that would put both of them to shame.

Tineey was sweating by now. There was seemingly no escaping the sexy stimuli appearing at every angle of observation, and with no sign of Diamond Tiara's parents or an alternative escape in sight, the fabric of willpower holding Tineey's resolve together—and, indeed, the literal fabric of his night-gown—was beginning to tatter at its most delicate point, and before anypony knew it, would rip and tear and rend asunder all the hard work Tineey had done containing his shape up until this point. Whether Diamond's parents suddenly barged in or not, Tineey didn't think the pretense of holding his form and sheer size under wraps would work for much longer.

"Well?" Diamond Tiara asked, her tone high-pitched and insistent. "Who do you like more? Silver Spoon's sweet little slit, or my decked out ass and titties?"

"Maybe he likes his friends big hangers instead," Silver Spoon wheedled. "Can't say I blame him. They're enormous for a foal her age..."

"I'd really like it if I could use the bathroom," Tineey said. Last chance, all or nothing hail mary to get himself some breathing room before things at last escaped from their too-small packaging.

"Answer the question," Diamond said. "Then you can go to the bathroom." She backed up, waggling her butt even closer to Tineey's face, so close he could practically reach out and touch the jiggling juicy spankable surface. Silver did the same, showing off her glistening lips, spreading herself out and presenting an even pinker inside, the perfect texture and warmth to welcome a too-big-for-his-age changeling colt. Both fillies were captivating, impossible to keep your eyes off for more than a second.

"Oh," Tineey said. "Shucks."

Sometimes that was all it took: the tiny, final turning of a rusted knob before a door flings open.

So it was like that when Tineey came undone. If asked, he would have used that word to describe it: 'undone'; like the sensation of your entire body being unravelled into a single strand of silk all at once.

In more concrete terms, it meant his night-gown started ripping. Nothing of that delicate a fabric and that close a fit could have hoped to survive the enormous size of Tineey's prodigious dong. He was as pent up as could be from all the teasing, and there was no harder his cock could hope to get. Now, like a flash-flood cresting suddenly on the horizon, his body was overwhelmed with the change. The tiney frame of a faux-filly shuddered and flexed, the air shimmering in the way that it does melting in a hot summer heat, rippling around the edges until reality reasserted itself in more or less the proper direction, but with half again the size it had held before.

As usual, adjectives paled to describe Tineey's overwhelming size. Even the irony of his name did little in that service.

Next to him on either side in their respective beanbags, Diamond and Silver were overjoyed. They flinched away reflexively as Tineey's form began to ripple, but held themselves just a hair's breadth away as his true size surged into shape, giant manifest flesh pushing against them, the two fillies squeezed into place on their seats by the sheer width and volume of Tineey's enormous emerging cock and balls. Collectively, as though they'd practiced the gesture, both fillies swooned, their eyes glazed over and mouths hanging half-open at the sight of Tineey's past-prodigious member. Diamond Tiara licked her lips and slavered ravenously like a wild dog. Silver Spoon blushed, balking from the gigantic girth, then studying her slit, sizing it up, wondering from not-so-afar if she was really capable of taking such an enormous monster.

Cupcake Sweets had some time ago conceded this scenario as an eventuality. She'd prepared for it, more or less. And, really, at the end of the day, it was all just fun between new friends. A little teasing practically went along with things. Cupcake's head felt hot and swirly that way it always did when she stared at Tineey's over-sized member for too long. She would always say she couldn't help herself, more or less around the same time she started salivating in earnest, drooling down her chin and onto her chest, underage and oversized boobies bouncing with her hoof tracing along her moistened slit. It was like returning to a familiar site on vacation, and though she'd resolved in the back of her mind to continue some sort of token resistance against the act of exposing her best friend, now that he was, in actuality, fully exposed, she couldn't help but stare and begin to squeeze her teats idly as a trail of moisture dripped from between her legs.

"Oh, my." Diamond Tiara regained enough of her composure to remember how much fun it was to tease the poor changeling. Now that he was at full-size and then some, there was no limit to how sadistic her teasing could become. "Look, Silver Spoon. It turns out 'Tineey' is really 'Huge'. Isn't that weird?"

"That is weird," Silver Spoon said. She'd been spread out, presenting her slit in a semi-uninterested fashion, but now that the game was on, she put herself much closer to Tineey, almost pressing her slit against him, then doing exactly that, letting him feel her overwhelming wetness as she began to grind herself up and down his leg. Silver Spoon shivered and moaned as she did so, again seemingly unable to carry on a conversation for more than a few seconds before becoming fixated on Tineey's enormous girth.

"Well, now that you don't have anything to hide," Diamond went on, "it'd be an awful shame to have that big thing here and not put it to good use." Diamond Tiara got up from her bean-bag and began languishing herself against Tineey's prick, rubbing her flank and rump along it like she was polishing a tether-pole.

With a wink and nod as a signal, Silver Spoon got up and did the same, making determined use of her teats despite their relatively small size in comparison to the company. She also began to rub her extra moist slip up and down as much of the length of Tineey's cock as she could manage, which was just about half without any help.

Tineey was under attack from both sides, and now that the game was up, it was impossible to contain his vulnerable sounding whimpers and groans. The fillies on either side of him were sending tingles up the length of his cock, and his big set of balls, swinging and hanging underneath, clenched up against his pelvis every time one of the fillies gave an extra hard grind against the length of his prick. He wanted to mutter something like 'help', but the ability to speak had long since gone. Tineey was helpless at the hooves of his captors.

As though they'd practiced it, when in actuality it had only been the focus of fervent sweaty dreams, Diamond Tiara and Silver Spoon took up a spot on either side of Tineey's gargantuan changeling-pony-prick and planted their crotch-boobs at the base. Though there wasn't really any need for further lubrication, Diamond Tiara grinned and hocked a big gob of spit at the base of Tineey's cock, where it trickled and dribbled down onto her tits. She giggled and jiggled them back and forth for good measure, and Tineey groaned as loud as though he'd been shot.

"Mmm... I think he liked that," Silver Spoon said with a giggle.

Diamond Tiara nodded. She began to bounce her teats up and down on one side of Tineey's prick, and as if on cue, Silver Spoon began to do the same on the opposite side. Before the poor changeling knew it, his gigantic prick was sandwiched in a pony tit-fuck, with seemingly no escape until he was ready to paint both fillies in a hot sticky load of albino changeling cum.

And, because she found it painful to be left out at this point, and also because she was horny and couldn't help herself, Cupcake Sweets rose finally from her bean-bag and came to join the tit-fuck. Her hangers were the biggest and juiciest, and even though Tineey had played with them more than a few times, he still groaned extra loud as his friend slid into place and locked her enormous busoms around the base of his prick.

Again, because she couldn't help herself, Cupcake Sweets smirked and jiggled her enormous titties against the base of her friend's prick, prompting him to groan extra loud again.

"Show off," Diamond Tiara muttered under her breath.

"What was that?" Cupcake asked.

Diamond Tiara rolled her eyes and shook her head, clearing her expression back to one of faux-innoccence.

"Nothing," she said. "Just that we've got a real big prick to play with."

"And then some," Silver Spoon joined in.

Cupcake could take a hint.

"Yeah. A really big prick." She jiggled her tits and began to bounce them up down the shaft of her friend's cock, prompting a high-pitched whimper as Tineey thrust his hips upwards.

"Enough talking," Diamond said. "First one to make him cum gets to ride him first too."

"But how will we know who made him cum if we're all—eep!" Silver Spoon's question got cut off as Diamond Tiara grabbed her and began moving her up and down like a rag on a windshield. Like magic, Silver Spoon no longer cared about the particulars of determining a victor—only the sensation of her small-but-still-adequate underage titties rubbing the well-lubed shaft of her new favorite company.

On three sides, Tineey had his prick lubed and polished by a set of pony teats. Each side was different, from the overwhelming size and sheer squishiness of Cupcake Sweet's prodigious hangers, to Diamond Tiara's overly-enthusiastic, almost desperate bouncing and slapping back and forth. Silver Spoon was lost in her own world of sensations, incapable of noticing the fillies on either side of her. And between the three of them, Tineey's prick could only take so much attention.

"Girls," was the first of two words he managed to muster. "I'm..."

And, like an announcement of fireworks, Tineey's cock began to spurt sticky white stuff onto the face of every filly around it. Each girl took a different size gob to the face initially, but after a few more sizable squirts, there was so much come dripping down every filly's face it was impossible to tell who had gotten more or less. Beneath the bounce of their underage breasts, Tineey's enormous ball-sack twitched and shuddered as it clenched against his body, emptying a day's-worth and then some of built up cum. It was impossible to tell when the sensation of exploding ceased. Tineey just knew that he was back in Equestria again at some point, and his cock had calmed down a little. Just a little.

Every filly took a moment to wipe cum off their face in their own fashion. Cupcake took particular time licking as much as she could off her lips and chin.

"Mmm," Diamond Tiara said, licking the last of her 'prize' off her hoof. "That was delicious."

"You said it," Cupcake said, earning a sideways glare from Silver Spoon. You don't just steal somepony's job at sychophantics. You just don't.

"Whatta you say we get him cleaned up too?" Diamond Tiara asked. She nodded toward's Tineey's enormous prick, which was still dripping with enough thick trickles of cum that it looked a bit like an ice cream cake melting in the sun.

"Mhm-hmm," Cupcake said, nodding.

Silver Spoon had already taken the hint and begun licking up and down one side of Tineey's gigantic shaft. That earned her a huff from Cupcake, but it was only temporary, and once again, as though in tandem, the three fillies were on all sides of Tineey's prick, cleaning as best they could with only their tongues and tiny mouths as instruments.

Tineey, for his part, was incapable of escaping even if he had wanted to. His prick was in charge of all of his decision making, and right now it wanted him to stay until he was incapable of getting hard any longer. Goodness knew that would take a while.

Fortunately, there were no worries in the time department. Diamond Tiara didn't just look good in a skin-tight night-gown; she was also an expert at getting things done whether those 'things' were a still half-dressed in his own night-gown changeling endowed with an enormous penis size, or procuring the appropriate sleeping powder to keep her parents unconscious long past the end of the evening. There was plenty of time for all the fun they wanted and a clean-up too before any chance of her parents butting in to ask what they were up to.

So, because she was innately in charge, and because she was the one whom everypony seemed to be waiting on direction for anyway, and because she'd finished seeing what Tineey's turgid behemoth felt like between her teats and in her mouth, Diamond Tiara took it upon herself to push Tineey down onto his beanbag until just his enormous prick was standing up in the air, and then to prop herself above it until just the faintest touch of her moist little lips was tracing the head of Tineey's poor engorged member. As if on cue, she felt him shudder underneath her, the jolt of pleasure running along his entire body and making his cock twitch against the entrance to her sex. Diamond Tiara shivered back when she felt the head of Tineey's prick slap against her like that, a little preview of what the entire thing might feel like if she somehow managed to get it inside her.

"Are you really gonna try riding that whole thing?" Silver Spoon asked, mouth agape as she watched her friend attempt to mount Tineey's monster of a rod. There was the head almost inside, maybe, but even if she got past that point, how did Diamond intend to—

Oh. Well, she'd slid half-way down in one go, and was now wider-eyed than ever, and bulging in her stomach, with a look like the clouds had parted and allowed her access into alicorn heaven.

"Diamond?" Silver Spoon poked her friend curiously on the flank, the only place she could reach as Diamond sat on Tineey's tower of a cock. "Are you okay?"

Diamond's face mellowed slightly, but her eyes were still glazed, and her entire body trembled overtop Tineey's prick, the bulge in her stomach shifting as she shuddered, her pussy clenching invisibly around the enormity of the monster filling her up.

Silver Spoon breathed a sigh of relief. Now that she'd taken a second to study Diamond's expression, she knew she'd recognized it: the poor filly had just cum, hard and was currently attempting to reassemble her vocabulary from the scraps of moans and howls embedded deep in her throat. Usually, at least the first time of the night that she came, Diamond would go utterly silent, then break apart like a beast possessed in the night, screaming so loud it would have been sure to trouble her parents if they weren't always unconscious whenever Silver Spoon came over for 'filly's night'.

Just as though it was co-ordinated, Diamond Tiara began to moan, a sound that started low and built up so it took over her entire body. She began to shudder on the half-length of Tineey's cock she'd managed to fit inside herself, and the bulge in her stomach rippled and shifted as her body rocked back and forth atop it.

"Wow," Silver Spoon said quietly to herself. "I've never seen her cum that hard before."

"Twinkle tends to have that effect on ponies," Cupcake Sweets said with a smile that cut off as she realized the slip of her tongue. "Er, Tineey does, I mean. Tineey tends to have that effect on ponies."

"'Twinkle'?" Silver Spoon raised an eyebrow as she rolled the unfamiliar syllables along her tongue. "Hey, Diamond, weren't you saying that's—"

"Their... nick-name..." Diamond Tiara managed her words between grunts. She appeared to be trying to lift herself off Tineey's prick, managing to make it just to the head before her strength gave out, or willpower, or both, and she slammed back down until as much of the gigantic member was burried in her as possible again, and her whole pussy clenched around it like welcoming home a soldier in a parade. "Ahhh!" She let out a yelp as loud as her cry had been during orgasm, and once again, was grateful for her natural proclivity in procuring parent-preoccupying powders and potions.

"No fair," Cupcake Sweets said. She prodded at Diamond's rump with a hoof, earning another, quieter yelp in response for her troubles. "Don't you hafta share with everypony?"

"It's—unh!—my... slumber party..." Diamond Tiara grunted. She'd managed to work herself into some kind of a rhythm, bouncing her flank up and down as hard as she could while still being completely overwhelmed by the sheer size, like the time she'd ordered a too-big ice cream at the parlor...

Sure enough, as Silver watched, Diamond started jerking and clenching on Tineey's prick again. 'Twinkle', if they were going to stop pretending they'd gone along with Cupcake's insufficient cover-up. It did sound a bit softer, a little more salacious coupled with the raw enormity of the otherwise innoccent-looking Changeling's prick...

"Come on," Cupcake said, prodding at Diamond again. "If you don't share I'm gonna knock you off that thing myself."

"Oh fine!" Diamond still took a few seconds to stop her bouncing, but she finally seemed capable of listening, and so managed to raise herself all the way up, until her pussy lips reluctantly released their hold on the engorged head of Tineey's cock. Diamond fell backwards into her beanbag chair with a 'huff' and immediately began rubbing herself, unable to take her eyes off Tineey's prick for even a second. "But I get another turn when you're both done."

"If," Cupcake said simply, propping herself up on Tineey's chest so she could perfectly position her slit at the tip of his prick. Without waiting for so much as a signal, Cupcake lowered herself down, slowly, taking care to savour each inch of her friend's impossible length as it slid into her dripping cunt. Even though she'd resolved herself to a simple, no-nonsense sleepover, Cupcake had been incapable of going an entire night without imagining a divergence into sexual shenanigans with her best friend, and at the end of the day, might have even been secretly happy with the way things had worked out. It meant getting fucked good and hard by her best friend's cock, and that was always a win, in her book.

"Watch and learn, you rookies," Cupcake said with a smirk. "I'll show you how to really ride a changeling's cock."

Despite themselves, Diamond and Silver couldn't help but stare as Cupcake Sweets lifted her hips and poised her slick pussy lips at the head of Tineey's prick again. She waggled her hips back and forth once or twice for show, and stared back over her shoulder with a smirk.

In one fluid motion, she lowered her hips, and Tineey's cock disappeared almost all the way to the hilt. Just an inch or two remained at the base, above his enormous set of dangling balls, which Silver Spoon and Diamond Tiara both seemed to notice at the same time, and immediately took to sucking, one ball to each pony's mouth.

On the beanbag, pressed into place and teamed-attacked by three ponies at once, Tineey was almost incapable of words. Almost.

"Oh my—" was all he managed before Cupcake Sweets leaned in and kissed him, dangling her tongue into his mouth, slobbering all over his face until he was a hot, moist mess.

Cupcake had no sooner finished the kiss than Diamond Tiara took over, tending to Tineey's balls for a moment with just her hooves. Her kiss went on longer, an exploration for her into unfamiliar territory. When she was satisfied with the amount of changeling saliva in her mouth, Diamond Tiara relinquished Tineey to her friend, letting Silver Spoon take the third turn in tongue olympics.

Tineey's cock was under full assault from Cupcake Sweet's enthusiastic bouncing, and from the way she was used to riding him, it was a sure thing that before long he'd be exploding into another mess of hot sticky white stuff again.

It was therefore only because she considered herself a nice filly at the end of the day that Cupcake Sweets decided not to hog the finale all for herself. She'd felt an orgasm approaching the moment she started watching Diamond Tiara ride her way into the first of two torrential orgasms, and Cupcake knew Tineey's—Twinkle's cock, that is, was capable of providing almost limitless entertainment for any filly who was determined enough to continue languishing attention upon it. As though remembering it from a set of directions scribbled on the inside of her eyelids, Cupcake reached down and began rubbing her clit with one hoof while she squeezed at her teats with the other. She'd done this before too, when she and Twinkle were fucking but couldn't be assured the best of privacy, or when they just needed to hurry up and make it to class in the next few minutes. Just seeing Twinkle's full-sized cock was almost enough to make her cum anyway, and the combination of her tits and clit on top of that would always push her over the edge without warning. As a matter of fact, she could practically feel it sneaking up on her just—

"Oh, fuck," was all she managed before clenching her eyes shut and beginning to buck furiously atop Twinkle's veiny, bulging shaft.

The poor changeling, for his part, was still hanging in there, but it was obvious from the desperate look on his face and the way his balls continued to clench against his body that only a little more attention from any of the three fillies would be sure to push him over the edge and into the same sticky, exhausted state Diamond Tiara and now Cupcake Sweets had already slipped over to.

Now, perhaps because she was committed to politeness in the face of Diamond Tiara's selfish attitude, Cupcake Sweets got herself up off her friend's gargantuan dong and offered it up to the filly beside her.

Silver Spoon, slit still shiny-wet and on display in her night-gown, blushed and almost giggled with giddiness as she clambered up for her own personal taste of Twinkle, nee' Tineey's, almost-impossibly-oversized member. Like the two fillies before her, Silver Spoon couldn't help but lick her lips when she finally took in the sheer size of the thing. Just like the two fillies before her, Silver Spoon let out a gentle, quiet moan, almost just for herself to hear.

Underneath, Tineey was barely hanging in there. His face was desperate, and his prick twitched more and more as Silver Spoon began to lower herself over it, doing her best to brace for the bulbous head to part her pussy lips and slide inside her underage hole.

"Oh!" As it finally popped in, Silver Spoon let out a surprised gasp, her tone blending from shocked to salacious, as though she'd spotted a delicious dessert in a bakery window and was finally able to sample it. "That's really good. How big are you, anyway?"

Tineey just groaned. Whether the question was rhetorical or not, it was the best answer he could manage.

"Nevermind," Silver Spoon said. She resolved herself to determing the answer to that question on her own at a later date. For now, there was cock to sample.

Even though it seemed from the wistful look on both filly's faces that Diamond and Cupcake would rather have been back riding themselves, both took immediately to either side of Tineey's balls and began sucking, and the poor changeling was once again thrown into a whirlwind of pleasure in his own head, with Silver Spoon just barely managing half the length of his prick inside her dripping pussy before the head bulged in her belly and it seemed there was no further down she could slide. Tineey let out a low groan and bucked his hips upwards, as if to near-silently beg for a chance to cum again, or just to let the soft silver filly atop his cock know there wasn't much longer for her to ride before things got very messy.

Whether or not she'd understood the signal, Silver Spoon began to ride as though she was possessed. Even though it was all she could do just to manage half the length of Tineey's cock inside herself, her vigour made up for all of that, slamming her hips down so fiercely that it made a satisfying 'smack' each time, with her tiny-but-adorable titties bouncing up and down each time, again enthusiastically enough to make up for their lack of size. Silver Spoon let out a determined-sounding grunt with each slam downwards of her hips, signalling to Tineey and everypony else that she was determined to get the second load of the night, milked right out of Tineey's balls and into her clenching underage cunt.

Amidst the slapping sounds of Silver Spoon's downward thrusts, Tineey let out a small, muffled yelp. It was the only signal he gave before the head of his prick erupted into a fountain of cum again.

Committed as she was, Silver Spoon could only manage as much as she had room for. Her whole pussy seemed to fill up with sticky white stuff, and even when she slammed her hips down and swallowed up more of Tineey's prick, clenching and squeezing and doing her best to hang on to every drop of his cum, it was no use, far more spilled out than was kept in, and Diamond Tiara and Cupcake Sweets both got their own syrupy rivers dripping down the shaft of Tineey's cock, slow-moving streams of cum that they could lap up off Tineey's clenching balls until he was clean of everything but their spit and the left-over juices from their filly pussies.

And, yes, Silver Spoon took much longer finishing her ride than she could have. Her pussy was long-since full up with cum, and she was mostly just oozing and dripping it out all around Tineey's shaft. She'd cum more than a few times, by the frazzled look on her face and the wild, desperate glimmer in her eyes.

But, finally, she got up, and let Tineey's cock wring out the rest of his spunk in peace, to be licked and tended to by three filly mouths as their hooves massaged the last of his pent-up jizz out of his hulking balls. It was a herculean clean-up effort, even by Tineey's standards, it wasn't often he got just that much milked out of him... but all three fillies were committed, and before anypony knew it Tineey was practically clean again. Only a few spurts of cum lingered in the filly manes—and, more particularly, a good load of jizz shared between their cunts as well, with all three of them kissing loads between tongues, playing with hooves and smearing the strands of changeling cum onto themselves.