Zapp's Fili-Second Fuckfest

by ArDee

Rating: mature
Tags: Fetish, Rainbow Dash, Romance, Pinkie Pie, Sex, Power Ponies, Applejack, Thriller, Porn, My Little Pony: Friendship is Magic
Length: 5254

Mistress Mare-Velous and Zapp get Fili-Second to join in on the "trick-or-treating" action.

Gadzooks! The hair-raising tale of Mare-velous and Zapp's enthrallment by the vile Mane-iac continues! Will the Mane-iac's campaign of terror finally be stopped by the lightning-fast Fili-Second, or will she fall like Saddle-Rager before her? Find out, on this issue of Power Ponies! Unfortunately yes, not even Pinkie can resist the power of porn contrivances.

Part 2 of a Power Pony collab I'm doing with Vis-a-Viscera, for Krazy's AppleDash W.F.F. event.

Coverart by jedayskayvoker.

Published 2020-08-25 22:50:01 UTC
Last updated 2020-08-25 22:50:01 UTC

Power Ponies X2 - Sugar-Sweet Shock

Author's Note

Kinks: flagrant filly-fooling, vaginal, oral, tribadism, roleplaying, tight-fitting costumes, pretend hypnosis, light bondage

Thanks to SweetBanana for helping with proofing and editing.

Wanna hang out? Hop over to my Discord server! Wanna commission me for something? Bam!

Swim fast, eat ass, like and comment, and keep an eye on both mine and Vis-a-Viscera's profiles for the next exciting installments in the saga!

~ ArDee 🌈🦈~

Power Ponies X2 - Sugar-Sweet Shock

Within the barn where they’d had their last great tussle, the two Power Ponies searched for the scraps of their clothing. Despite what they’d had to do that night in this bustling village of Ponyville, Zapp and Mistress Mare-velous were undeterred in their plans. If they wanted to beat the Mane-iac’s latest scheme, they needed to have a plan this Nightmare Night.

One Power Pony was faster to re-suit up than the other. With a final ziiiip, the red suit of Mare-velous closed around her chiseled figure. “So, Zapp, what’s next for you ‘n I?”

Zapp almost broke out in laughter. “It’s Nightmare Night - you know how many baddies are on the prowl.” Zapp showed off her trademark boastful grin, despite the purple sparks wildly flickering at the edges of her eyes. ”We’re gonna meet ‘em.”

“Wow, so soon? An’ here I thought you wanted to go another round.”

Zapp’s tongue flitted over her lips as she glanced at the torn spots of her friend’s bodysuit. “Later, babe. For now, our new city needs us.”

“Shucks, y’don’ need to call me that…”

For a split second, a hoof clasped on to Mare-velous’s shoulder, but it wasn't Zapp’s. It was Rainbow Dash’s, cuddling Applejack. The moon casting its eerie light over Nightmare Night now shone on two Elements, their hearts racing harmonically together. “You okay, AJ?” Dash softly cooed in her marefriend’s ear.

“S-sure. Of course ah…” Applejack tapered off. “Oh, yew know ah can’t lie to ya, Dashie. I’m concerned ‘bout Rager.”

“What? I mean, she was happy with what we did! She joined in, didn’t she? We gave her the orgasm of her life.” Yet Dash’s giggle was forced, uneasy. “That’s what mattered, right? They’re happy makin’ us happy!”

“Somewhat yeah, but…” Applejack saddled up her lasso, chewing her lip. “I wanna be sure it’s more than the letter of the law, y’know? Like our friends get out mid-way. If it gets sticky.”

“Sure. H-how about this? The second we see Twi - well, the Mane-iac, I guess - we tell her about our code.”

“Ring-a-ding, Dashie?”

“Ring-a-ding, AJ.” Dash adjusted the white crest on her head. “It was gettin’ to be an old one anyway. Maybe something cooler after Nightmare Night’s over, y’know?”

Applejack snorted. “For the last time, Zapp, we’re not namin’ anythin’ after yer clam, no matter what!”

“What're you talking about…” Then Dash’s words faded upon seeing AJ straighten her cowl. “...It's on the end of your tongue enough times of the day already, Mare-velous!”

And once again, Zapp, and Mare-velous ventured out toward the lamp-lit town of Ponyville, for time was short and the Mane-iac’s spell still hung over their eyes.

The two suit-clad super-mares had migrated to the living room of an abandoned house on Ponyville’s outskirts; one where Mane-iac had told them to meet once they left the farmstead. Predictably, once left to their own devices for more than a few moments, the enthralled mares wasted no time pulling each other to the room’s dusty old rug and rubbing the torn-open crotches of their suits together as they passionately made out on the floor like a pair of horny and desperate animals, clearly not having had enough fun on the rooftop or in the barn earlier.

The two mares gasped breathlessly as they broke away from their sweaty, crotch-grinding liplock, staring into each other’s eyes with expressions of mixed love and lust.

“Mmmah...ah think it’s been a while now. Ya reckon she made it here, Zapp?” Mare-velous wondered aloud.

Motion from beside them caught Zapp’s attention for a moment before she focused her attention back on the other mare. “Yeah, I reckon she did, Mare.”

A flash of glowing red-and-green eyes from behind Zapp’s back nearly made her jump out of her suit in frightened surprise, and she crawled out from under Zapp and addressed the source of the intimidating, voyeuristic stare. “Consarnit, Mane-iac, are you lookin’ to give me a heart-attack?!” the mare exclaimed, her voice a scolding whisper.

The villainess’s eyes flashed dangerously as she emerged from the shadows of the room like a wraith; the mass of writhing green hair-tentacles she was using to move reminded Mare-velous of just who she was dealing with. “Hold your tongue, minion. I was merely...indulging in the fruits of my efforts as I watched the two of you.” Mane-iac gestured somewhat crudely to the wet, open crotch of her suit and then at one hair-tentacle that she held apart from the rest, its surface shining and slickened with her own juices.

Mare-velous and Zapp shared a grimace. “Eww. TMI, boss.” Zapp responded, shivering in her seat.

Clearing her throat, the Mane-iac rolled her eyes and chose to ignore the comment. “Your next assignment, ponies, is to make sure that the Power Pony Fili-Second is...dealt with, however the two of you see fit. Her speed and cleverness make her far too unpredictable to leave unchecked while my plans are executed. You already know of her civilian alias as a pastry chef in this offensively plain backwater, so I shall leave the two of you to it.”

Both Power Ponies nodded and waited. They knew there was a catch.

“But remember...no witnesses. There are many imbeciles out on this glorious night, and it is of the utmost importance that you damnably popular mares remain out of their sight - especially the damnably curious foals that tend to be fans of yours! Bleh!” Mane-iac stuck her tongue out and made a shooing motion with a forehoof as if trying to shake off something she’d stepped in. “Those very same foals will be Fili-Second’s weak point, though! She will surely be distracted by all of those shrill, ceaseless, annoying mouths asking her employers for treats. Psh!”

“Yes, Mistress Mane-iac…” Both ponies droned simultaneously in response, giving her a bow before trotting out of the house.

The mare giggled to herself and rubbed her hooves together after the two former enemies had left her alone. “That annoying little mare may be crafty, but she’ll never see her betrayal coming…mwahahaha!”

The main issue with approaching Sugarcube Corner was avoiding the horde of trick-or-treaters at the front door. While Mr. and Mrs. Cake were busy filling those fillies’ candy-bags to bursting, Zapp and Mare-velous had to be more careful. If they were spotted, that’d mean they’d spend the entire two hours signing autographs and not getting into Fili-Second’s goodies.

Thank goodness for Zapp’s wing and leg strength, then. Not only was Zapp able to hold her lover’s weight as they flew in the dark sky above the kids’ line of sight, but it also allowed Mare-velous to tease the pegasus further. “You sure it’s the third floor, Zapp?” Mare-velous inquired, grinding her rump against Zapp’s crotch as she took the earth-mare to the upper levels of the candy shop.

“If it isn’t, I'll prop that sweet body over the windowsill and eat you out for everypony to see.” Zapp panted back, her wings beating stiffly in the air as her heat spiked from their grinding hips. “And our moans’ll let Fili come to us.” A particularly long hip grind nearly made her drop the other mare from her crane-claw-like grasp. “If Fili isn’t already cumming to us - P-Pinkie?!”

Zapp spluttered as she saw that Pinkie Pie was indeed at the window they were told to enter - and, confusingly, wholly underdressed for the occasion. “That’s me!” Pinkie chirped. “You two here for the trick-or-treaters… or just the treat?” Pinkie’s eyebrows batted a seductive rhythm at the two costumed “crimefighters.”

“Just the treats, please.” Zapp drawled. Has our new rule warned off Pinkie? She thought, mentally hesitating at the other mare’s strange behavior.

“Awww…” Pinkie pouted, as she abruptly pulled a wrapped lollipop from her mane and gnawed off the wrapper, slurping it into her maw. “But, don’t worry! I’ve been preparing since before you got here! Come around back!”

Zapp and Mare-velous shared a wary glance but followed Pinkie’s request. With a nod, they both touched down in the shop’s backyard. Mare-velous was the first to speak, despite Zapp’s impatient wingflaps next to her as she let go of the red-suited heroine. “Yah sure Pinkie got how this is supposed to work? She ain’t actin’ quite right…”

“Relax, Mare-velous. Mane-iac said we had to surprise them in their homes anyway. We’ll just find a windooooo-!” Zapp’s dialogue disappeared almost as fast as she did. A tube hidden behind a nearby bush popped open and vacuumed up Zapp, the Power Pony hollering in surprise as she went down the dark hole.

Mare-velous sprang to action almost instantly, lashing out with her shimmering lasso to catch Zapp even as she fell down the tunnel. The ball of springy pink party pony that collided into Mare-velous’ flank with a “Weeeee!” ruined her chances of rescuing the other mare and herself, though, and Mare-velous and Pinkie were sent careening into the opening to follow Zapp's fate.

Mare-velous was the first to wake up, though her mind tried to rebel against the tortuous thought of moving. The coolness of the floor helped improve her resolve to be off it as it prickled at her skin even under her scarlet suit.

“Oh. Hey there,” Zapp purred to Mare-velous, eyes lidded. “See something you like?”

Mare-velous could probably go into the next night talking of what she liked seeing about Zapp. There was the cute way Zapp’s forehooves were arched up, as if begging her to nestle in between them and kiss the pegasus senseless. There was that gorgeous wave of rainbow hair cascading over Zapp’s shoulders that she could never resist wrapping around her forehoof whenever they made steamy, riotous love. Even the way Zapp’s tight-fitting bodysuit showed off her bulging labia and winking clit made Mare-velous gasp.

But for now, Mare-velous wanted to escape from both the room and her burning libido. “Zapp! Spread those wings of yers; let’s get on outta here.”

“Nice plan Mare-velous. Awesome, even! Except for two things. One…” Zapp struggled as she turned her back to Mare-velous. The gasp Mare-velous gave as she saw Zapp’s wings tied to her forelegs, despite how lewdly Zapp squirmed under the bonds, was unreal.

Mare-velous scanned the rest of the room they were in for something to cut Zapp free. Only darned file cabinets and candy props craving her vision. “An’ the second thing is...?”

“I’m glad you asked!” And the flipping figure dressed in white popped up in front of them. Mare-velous recognized the look almost immediately, including the sprig of her wildly poofy mane that popped out from her streamlined suit. “Because Fili-Second’s got you both in her hooves now!”

“Fili!” Despite Zapp’s eyes narrowing, she still played up her brashness. “You know we need to make sure Mane-iac can’t get to you! Let us fuck you silly and nopony gets hurt!”

“Oooh, I know that’s happening anyway! Because of that codey-wordery! Why do you think we're talking in my secret lair!” Fili-Second pranced over to Zapp and placed her hooves on either side of her cheeks, making Zapp look like a fish as her lips smushed together. “But I’ve got a secret too! Spent all night preparing it, as well!”

“What second, Fili?” As Mare-veleous struggled to get to her hooves, another pair of forehooves calmly smooshed her back into the nerve-tinglingly cold floor. Mare-velous’s eyes widened at seeing another Fili-Second standing over her. The second Fili’s mouth was a puckered ‘O' as she scanned over the earth-mare’s bucking body.

“Yepyyepyep! I’m the fastest mare alive, don’cha know! So fast that ponies say it seems like there’s always two of me...well, maybe there are!” the Fili-Second over Zapp said. Letting go of Zapp’s cheeks, she trailed her hooves over Zapp’s suit-covered barrel. Zapp couldn’t help her gasps as her suit pressed even tighter over her damp folds. “And we’re gonna turn the tables on you both!”

Just as Mare-velous was about to ask Fili how she’d managed to duplicate herself, the Fili-Second over her whispered in her ear. “Don’t worry, it’s me, Sparkle! I’m a gel clone of Pinkie - I can feel everything the clone feels. Neat, huh?”

Slowly, the tense shoulders of Mare-velous softened. Her scowl curved up into a leery grin, though, as she stared at the real Fili-Second. “So, Fili, you think this’ll hold us? Cuz I can guarantee ya it won’t.” Another sparkle of purple across Mare-velous eyes made the Fili over her draw back, her skin rippling to reveal the pink gelatinous hue underneath.

“Saddle Rager told me eeeeeverything! So I only have to hold you down until I’m through with Zapp! Unless you somehow make my Mini-Mare cum first! Then… I think I’m too slow to stop you?” Fili-Second nuzzling Zapp’s cheek, her eyes still locked on Mare-velous. “Oh yep! I would be! And then you could do...anything ya wanted to me, heehee!”

“Well then, sugar…” And Mare-velous’s eyes turned to Fili - well, the Twi-Fili - crouched over her. Slowly, she stroked a hoof around this Twi-Fili’s chest, smiling sultrily at the gasp that emitted from this goo-pony’s mouth. “I think I can make that happen, for me an’ for Zapp-ow!” Then her Fili-Second pinned her forehooves around her.

“Not gonna make this easy, Mare-velous! Fili-Me, handle Zapp! I’ve got this.” Seconds later, their lips connected, in a bruising kiss. The intoxicating scene of raspberry jam flooding Mare-velous’s mouth as she purred into the kiss.

“Okie!” Fili-Second scooched down over Zapp’s bod, grabbed her by the flanks, and flipped Zapp over onto her belly. Then, her teeth clamped in the folds of Zapp’s black bodysuit, below her docked tail. With the practiced ease of a pony used to rippling off candy-wrappers, Fili-Second ripped out a hole in the crotch of the suit (RIIIIIIIIP!) The rough motion made the bound Zapp mewl wantonly, as her gaping pussy and ponut were exposed to the cool lair air.

From her prone position, Mare-velous marveled at how the ripped patch of velcro looked like a certain thunderbolt-shaped cutie mark. Then Twi-Fili’s lips smacked over hers again, and Zapp fell a million miles away as Mare-velous’ mind tunneled. Turning back to the goo-pony sucking at her maw, Mare-velous ground her hips against Twi-Fili’s, drawing out a wet moan.

Mare-velous then heard a light ding-dong! - erupt from the pony next to her. For a moment, Mare-velous tensed, thinking that one of the Cakes was heading down the stairs to the lair. But soon, the hushed whisper of Twilight’s voice came to her from this second Fili, weird as it sounded from the lips of a pink party pony. “Just trick or treaters. I’ll go ferry them off real quick.”

Then Twi-Fili was still. Despite Mare-velous’s nerves sighing in relief from the massive simulation that kiss spurred them into, the earth-mare still simmered in her awakened lust. Right next to her, Fili-Second was slurping madly at Zapp’s slit, her swollen folds winking under the assault. The slick sounds of tongue meeting twat and the pungent smell of maresap that plunged into Mare-velous’s eagerly-inhaling nostrils was driving her crazy.

And if Mare-velous didn’t find a way to make Twi-Fili cum, Zapp certainly would. Her gasps were already growing husky and loud. Her clit was jutting prominently around Fili-Second’s eager tongue. And the fact that Zapp’s forelegs were scrabbling helplessly on the tiled floor from the binding of the lasso - Mare-velous’ lasso - made her pant in both anger and arousal.

“Consarn it, Fili, no one ties up my mah Thunderbird but me!” growled Mare-velous. She was aware that to get to the labia-licking Fili-Second, she had to get off Twi-Fili. But Mare-velous’s mind was made up. To Tartarus with the trick-or-treaters - this Power Pony copy was going to be fucked hard, and fucked now.

Despite Twi-Fili’s mouth not moving, Mare-velous could hear the tinkling sound of cheering kids from the construct’s body. “Don’t worry, you guys, Come back anytime. Now, let’s see those in the back!” Twi’s voice echoed.

Slowly, Mare-velous crept forward - then licked up a stream up the stock-still Twi-Fili’s neck.

A very Twilight-like gasp broke out from Twi-Fili’s maw, squeaky and low and long. Mare-velous heard the casting of magic through the auditory link, and smiled impishly against the slick skin. “Mare-velous, w-w-what are you doing?!” Twi-fili shuddered out, her back-legs trembling. “There are foals in front of me, you’re lucky I put up a barrier in time! Of all the irresponsible-”

“Then keep up that barrier, Mane-iac. Right now, though...you owe me an orgasm.” Mare-velous clamped onto the nape of the goo-pony’s neck, feeling the sickeningly-sweet sugar rush of raspberry jam flowing onto her tongue even as the sticky skin stayed - relatively - firm.

“Ah! Mare-velous- no, you guys! I’m just thinking of the new - oh! - Power Ponies comic!” Mare-velous chuckled against the neck of Twi-Fili, reveling in both the power and the motionlessness of the goo-pony. “D-don’t you - mmph - wanna check it out by the joke store? Far away from here, perhaps? If you don’t I might just b-burst! - Ah! - burst from laughter!“

Mare-velous stopped for a second, only the sounds of FIli-Second’s hoof squishing against Zapp’s wet flower greeting her ears. “Burst, y’say...?” Then realization made Mare-velous break into a rictus grin. Apparently, Twi-light could either keep the stability of this goo-pony...or whatever she was doing to keep her decency in front of the trick-or-treaters. Even as she heard the faint SLAM! of Twilight shutting the door on the profoundly confused trick-or-treaters, Mare-velous had a feeling she knew which option Twilight would go for in a pinch.

The doorbell rang again from the Echo’s of Twilight’s psychic lin, giving Mare-velous her moment. Using the opportunity to free her limbs from Twi-Fili’s oppression, Mare-velous quickly tore open a hole in the crotch of her red suit. Sighing at the goo-air making her gush, she lined up herself with Twi-Fili’s loins. Mare-velous brought up her hips to the Power Pony doppelganger, growling throatily as their clits kissed.

“Ah! Mare-velous, keep -ah!- harder!” Two moans emerged, from both the disembodied Twilight and the pussy-teased Zapp. Mare-velous drank in both ponies’ carnal cries, rubbing her thighs harder against Twi-Fili’s folds. The soft whump of Twilight's hooves hitting the front door of her library made Mare-velous shiver. Here she was, almost a mile away from Golden Oaks, and the Element of Magic was probably humping the door to get more of Mare-velous.

“You little cheat!” Twilight’s voice hit that low purr that made Mare-velous crush her lips to Twi-Fili's again, soaking in the gooey taste. “I’ll make you cum buckets at the - oh, yes! - end of this for that!”

“Look forward to it, Mane-iac!” Mare-velous’ tongue shot out, as she turned her eyes to Zapp again. The black-suited slut was still bent over, now wailing pleasurably as her pussy was being relentlessly pounded by Fili-Second’s hoof.

“Oooh, you’re really squishy here, Zapp! I think your juices may be the only thing that runs faster than me!” With a slick twist, Fili-Second drilled her forehoof into Zapp's stuffed snatch, making the other mare's hooves curl from the intense pleasure.

It took until Mare-velous’s forelimbs met Twi-Fili's chest, however, for the goo-pony to act. One of Twi-Fili’s hooves, clearly intending to mimic its conjurer’s need to stroke her thirsty pussy, ended up massaging Mare-velous’s ass instead. It showed just how effective the cocktail of marecum mixing between their clits was in stoking both of their desires.

“Mare-velous, you rotten - oh, rut me!” Twi-Fili cried, her forehooves finally locking up in front of her, their loins still mashed against each other as Twi-Fili’s hindlegs stiffened rigidly. Mare-velous attacked Twi-Fili’s neck with a vengeance, the clone's cries of “Oh! Fili! She’s so good! So - oh! - mind-bendingly good! I don't think I can hold much longer!” ringing through the room.

Mare-velous could tell Twi-Fili was close to coming apart - literally. Her skin and bodysuit were shimmering back to the pink glow of gelatin, the illusion finally weakening as the candy construct beneath was revealed. Her loins shot their own essence onto Mare-velous’s body, the torn red suit becoming streaked with sparkling globs of goo. The tuft of pink hair at Twi-Fili’s temple was glowing with the unstable matrix of magic, the gelatin around it spiking and bubbling as she moaned into the floor-tiles.

Mare-velous didn’t let up. Even with her "hypnotism," the knowledge that she’d sneak a climax into her bookworm friend was too much to resist. Her hips thrush further and further into the goo-pony’s, sinking into her body as it rippled more and more aggressively. Her lips traced from ear to nape and back again on Twi-Fili's head, each nibble becoming more feral.

Fili-Second couldn’t help but notice what was happening to her dessert-based double, and moved to cover Zapp’s body with her own. “Ooh, Zapp, you may wanna close your eyes! I think my Mini-Mare’s gonna have a bigger splash zone than I thought!”

Mare-velous's eyes slammed closed as her orgasm hit her like a falling barn. Her legs wrapped vice-tight against Twi-Fili's barrel, shooting geysers of marecum onto the transparent pink body of her fuckbuddy. Her explosion, however, wouldn’t come close to the level of the clone's release.

“Oh! Yes! Yes, Mare-velous, I’m gonna cuUuUuU-!” Then Twilight’s voice blinked out entirely as the goo-pony above Mare-velous’s thrashing body imploded. As Twilight’s spell broke at last, the walls and floor were splattered with the sugary gloop of the construct. The mix of gelatin and fuckgoo glorious on the tongue of any Power Pony splattered with it.

Despite being on ground zero, Mare-velous only howled in desire as her orgasm continued, her body twitching as her fold convulsed harder when covered in sticky jello. “Oh mah stars, that was amazing!” she panted, shoveling more of the pink jello into her drooling maw. The rich taste of strawberries mixed with the butterscotch musk of her marecum made her gurgle in glee.

“Ooh, I sure hope so!” Fili-Second said, removing her hoof from Zapp’s flooding folds. Letting the pegasus splay out on the floor, Fili fished her hoof into her mane and brought out two long phallic strap-ons. The sheer size of them made Mare-velous stare at her own hoof in jealousy. “Thank the flying spaghetti monsters that I had these available for friendship-with-benefit emergencies. If plowing my holes with these doesn’t break you from the Mane-iac’s spell, nothing will!” A light giggle erupted from her maw. “Besides the clock striking twelve, anyway!”

Zapp could have asked Pinkie how she knew about this part of the cosplay. Instead, she pointed out another slip in the pink party Power Pony’s act. “We beat your speed double, Fili - you’re awfully peppy for powerless cock-sock.”

“Oh! Right! Hehe, sorry about that.” With an overly comical swoon, Fili-Second flopped onto the forllo, winking seductively at both of them. “I’m soooo weak from losing my tart twin! If only two hypnotized friends were around to take the two filly fold-fillers and fuck her for her folly!”

Between the sugar of the gelation and the shamelessness of Fili-Second’s invitation, Mare-velous was on all fours in seconds. Freeing Zapp from her lasso’s grip, both she and Mare-velous turned to Fili and stripped off her white suit. The skin-tight velcro straps made Fili giggle as the device slipped over her voluptuous curves. “Oooh, now I know what a comic book feels like!” she bubbled.

Mare-velous growled as she saw Fili’s sexy body offered up to her like dessert - well, besides the sparkling dregs of it plastered around the lair. Tying Fili’s knees together, she gripped the rope around Fili’s mane and slowly pulled. Filli’s face was dragged up to Zapp’s crotch level, brightly grinning the whole way through as she saw Zapp attach the strap-on. “Oooh, are you going to do this dry?”

“Not unless you’re good with it. This is just to keep you - guh - down so the Mane-iac puppet scheme stops with us.“ A cocky grin twitched at Zapp’s face. “Also cuz you're a beast in bed.”

“Like I said...“ Fili purred, the scent of apples and blueberries wafting through the room as both of them got a hint of the oil sloshed over Fili’s mouth and pussy. “I prepared for this night super-duper well! Fire away, filly-glrk!”

At this point, Zapp couldn’t care to ask how Fili knew that this blueberry-scented lube was her favorite; Zapp was addicted. Lining up her strap-on with Fili-Second’s throat, she plunged into that muzzle, panting as the studded inlay of the dildo base rubbed at her folds. Zapp was scared of the fact that this alone was nearly enough to make her cum again. Zapp needed to match or outlast Mare-velous, her ego allowed nothing less than an attempt to be the best.

Which was proving a near-impossible mission when Mare-velous slowly sank her own foot-long rubber dick into Fili’s clit, her slick folds parting easily for her. Zapp envied how Fili's round rump sprang and rippled around Mare-velous’s mottled member. And if there was anypony whose grunts of exertion sounded like nirvana to Zapp’s ears, it was Mare-velous hissing “This is-for your-own good, Fili! Tell me how good it is! Tell me!”

“Uh-huh! Uh-huh! Uhhuh-uhhuh-uhhuh!” Fili’s gurgling around Zapps’ dick almost made Mare-velous want to pull back. But she leaned forward and sealed her mouth around another pair of plump lips - Zapp’s. Their kiss was electrifying, the scene of ozone and apples invading her nostrils and making her moan gutturally into Zapp’s appreciative mouth.

They stayed like this for several minutes, Zapp and Mare-velous taking turns pounding into Fili-Second’s willing body, swapping spit messily over her. Gobs of saliva soon dotted the pink Power Pony’s back, Fili muffled mewls in glee as the cool sensation hit her supernova of a body.

Fili’s front hooves wrapped around Zapp’s body as she and Mare-velous rose up, roughly spit-roasting Fili between them. Their tantalizing double-ended pounding meant that Fili’s hindlegs flopped helplessly beneath them, strapped down just as her mane was by Mare-velous’s lasso. But Mare-velous's grip on that rope was almost motherly compared to her bestial thrusting, making sure Fili suffered nothing but blinding waves of bliss and a cascade of stars across her vision.

On the subject of stars, the spring inside Fili’s stomach was crimping so hard she thought her climax would shoot it high enough to meet Luna's sky. Pistoning her pert ass back to meet Mare-velous’s thrusts, squealing each time her strap-on met her G-spot (G for Gummy, of course!), Fili trembled uncontrollably. The plap-plap-plap's of her bouncy butt and her maw’s grinding into the other mares' sweat-slickened groins made sparks arc though Fili’s body.

Zapp broke the kiss with Mare-velous for only one reason, which the fast filly quickly learned as she leaned down to press her forehooves around Fili’s neck. Feeling the bulge of her dildo as it spread out Fili’s windpipe made her hip-thrusts quicken rapidly, nearing the pace of a jackhammer. At this point, whoever came first didn’t matter, just so long as Zapp could feel this carnal cock-sock’s throat rippling against her hooves.

As it turned out, Zapp was again the first to come this time, but it was a closer race than before in the barn. Her storm came hard and fast, Zapp letting out a primal shriek as her folds gushed out fountains of mare-cum. The silver studs of the dildo’s base were no obstacle to the onrushing flood from her squirting snatch, her release spraying out to drench her torso and legs alike.

Seeing Zapp squirt inches from her face made Fili cum as well, as her snout was driven one last time against Zapp to rest against her strap-on’s soaked base. The smell of Zapp’s release made Fili’s loins convulse around Mare-velous’ member, Fili-Second’s orgasm proving to be just as bubbly as she was.

“Ooooh, buck! Zapp, I love you!” Mare-velous bellowed as she came last, her folds soaking both the ground and Fili’s ass in splashes of her sizzling pussyhoney. Yet, all Mare-velous saw beyond the stars dancing over her eyes was Zapp. Grinning like a pony possessed, she leaned down to catch her mate’s lips in another kiss, purring into her mouth.

The three mares slowly sank to the floor, an intoxicating mix of sex-stench and the sweet smell of strawberry jello filling the room. After a minute Mare-velous pulled out of Fili’s well-pounded rear, a fresh flow of maresap splashing from the fast filly's folds from the feeling. The raunchy sclooorp-pop! of Zapp’s extension sliding out of Fili’s tenderized snout made Mare-velous’s thighs quiver. “H-how was that?” she asked Fili, panting up a storm.

“Better than the last,” both Zapp and Fili-Second panted back in response.

“Then…” Mare-velous’s tongue lolled out, surprisingly dry despite her sweat-strewn body. “Maybe we should have drinks ‘fore we move on to Radiance.”

“Okiedokeylokey!” Fili said, standing up as she fished out an entire six-slot soda dispenser out of her hair. “You both need to keep your eclectic lights up!. Or...I think that’s how it’s pronounced...Wrinkly me, what do you think?” The lump of pinkish grey-matter trailing out of Fili’s ear shrugged, before Fili stifled it back in. The splatter of juices it left behind spelled ‘electrolytes’, however.

“What was that…?” Zapp asked.

“Oh, that?” Fili tapped her forehead. “Duh-doy! You two fucked my brains out! First time for Zapp’s, and second for Mare-velous’ family!”

“Well, as long as you’re already - wait, second in mah family?!” Mare-velous would have shot up to all fours had Fili not shoved a cup of bubbling ginger ale into her forehooves.

“Yepyep! Speaking of, I think he’s waiting at Sugarcube’s backdoor for another round! I’ll catch you two later!” And with several cartwheels, the boundless Fili-second left the room, leaving the other two mares staring bug-eyed at what they’d seen.

“You claim we took down Fili-Second, I take whatever punishment Twi - uh, the Mane-iac - throws at us for pulping her Fili clone. Deal?” Mare-velous asked, still staring into the space Fili-Second had occupied seconds ago as she offered a hoof to bump.

“Deal.” Zapp responded, clopping her forehoof against the earth-mare's own.

So, what dastardly fate will befall Radiance this Nightmare Night, at the hands of these two brainwashed Power Ponies? Find out soon on Power Ponies - Radiance Re-Loaded!

...and also right now!

Several stallions went into Pinkie’s room at Sugarcube Corner...

FLASH

And several of them stumbled back out, utterly spent. This curious event was of particular interest to the two figures standing on the roof of the building across from the bakery.

"Huh," Humdrum said, flicking at his tail as he watched. "Three seconds. If he has that kind of endurance, I need to be him."

"Me first, Darling," Radiance said.

“To be him, Radiance! Not be in him.”

“Oh, hush, my dear Hummy-Drummy. We have two brainwashed ponies to prepare for.”