Author's Note

This chapter is an optional one that displays events outside of Fluttershy and Talvira's perspectives. While the story can be enjoyed enough without this context, I hope you do enjoy this little peek outside the story focus.

Meanwhile... (Optional Chapter)

“Unh… ow, ma head.”

Applejack groaned as she slowly surfaced from unconsciousness. Her eyes took some time to adjust, but eventually she found herself in crystal-lit caverns. Her head felt so fuzzy. She tried shaking the cobwebs out when she noticed something. She couldn’t move.

Immediately coming to her senses, Applejack looked and found her arms were encased in some kind of green goo. A similar feeling lower told her that her feet were stuck in the same way. The cool cave air also exposed another issue; she was butt naked. But that was only a secondary concern as she looked down, her eyes widening in realization and fear. Past her sizeable breasts was the impossibly large and rounded bulge of her stomach. Her toned abs had disappeared from her sight, as had all of her lower body and anything beneath her. She felt a twitch or two from somewhere… Her mouth opened, almost as if to scream, yet the fear had stolen her voice.

Applejack had felt the twitches from inside of her stomach…

…She was pregnant…

“No… no, no! This can’t be happenin’!”

The farm pony tried to break free, but her well-known strength failed her in this moment. She was panicking now, as thoughts ran rampant through her mind as to how this had happened. Her memories were fuzzy, fragmented. She remembered seeing Fluttershy in the throne room, glaring at that Talvira lady, and flashes of Rainbow Dash, but that was it.

“A-Applejack?”

Applejack took the opportunity to look away from her bloated belly in an instant, seeing a short distance to her right was Rarity. Like the earth pony, her hands and feet were trapped in this green goo and she too had what looked like a baby bulge. Though, unlike her own, the fashionista’s looked almost normal in its size. The only other thing that looked out of place was the copious amounts of some sticky white liquid covering her coated and gunking up her mane.

“Rarity? You okay? What’s goin’ on? What happened to ya?”

Rarity looked herself over with a beaten expression before addressing her friend. “I…I’m not too sure, darling. My head feels a little faint. The last thing I remember was being brought into the throne room, I saw Fluttershy, and then…”

As Rarity retraced her steps, her eyes went wide. Her breathing sped up as her mind’s eye went far afield, then she simply dropped her head and began sobbing. Applejack had never seen the refined unicorn lain as low as this. Sure, there were times her friend exaggerated the problem, but not this time. As Applejack slowly looked back at the balloon that was her belly, a flicker of blue ahead of her made her look up, and words failed her. Restrained in much the same way as she and Rarity, Rainbow Dash remained unconscious. But that wasn’t what scared the farmer. It was what was hanging off of her friend.

Rainbow Dash was cursed with a large cock and ball sack. Too large. Much like her own belly, the proportions were ludicrous. Rainbow’s cock was standing erect even when she wasn’t awake, taller than its owner and half as wide. If she had to grasp it, a thought which, among other things, was starting to make Applejacks’ body heat up, her hands wouldn’t be able to encircle it. Her balls looked like somepony had stuffed basketballs inside them, skin stretched thin over them as they reached down and pressed against the Wonderbolt’s knees. If she listened closely, she swore she could her the semen within churning.

Seeing this monster of a dick triggered something in Applejack’s mind. In that moment, as Rarity had seemingly just experienced, all the memories of the last few days came roaring back into her minds’ eye. The trial, the sampling of Fluttershy’s milk, the growth and ploughing of her flanks… Rainbow Dash taking her virginity… As these memories flooded back in, seeing the non-stop rutting she and her best friend had engaged in, Applejack cried. She made no noise outside of sniffling, but her heart was breaking over all of this.

“Applejack?” Rarity asked, an uncertain tone in her voice. The earth pony turned to look at her and she saw a similar sadness in the fashionista’s eyes, as well as empathy.

“Ah… Ah just remembered… everything.” She looked back at the cyan pegasus, partially hidden behind her massive member. “Ah’m sorry Rainbow,” she whimpered, on the verge of breaking down again. “Ah’m so sorry.”

“Applejack, please don’t cry.” Rarity persisted, though Applejack could hear the self-doubt in her words. “Fluttershy is still up there… I think. After… what happened… I’m still uncertain if she is fine, but I choose to believe she’s still hanging in there for us. We just have to believe in her.”

Applejack took it all in and, despite the pain in her heart, the movements inside her body, and the fate that befallen the three of them, she managed a small, tearful smile back at the unicorn.

“Yeah, yer right. Thanks Rarity.”

Rarity managed a small smile of her own. “Any time, Applejack.”

“Hey girls.”

The new voice had Applejack and Rarity whip their heads around, and their eyes widened again. There stood Twilight, but her form was vastly different. Far too obscene for the book-smart princess.

“T-Twilight?” Rarity asked, her eyes barely able to process the sight of her. “W-What has that ruffian done to you?”

“Sadly, Twilight Sparkle is no more. I’m Midnight Sparkle now, and that ‘ruffian’ is my new mistress and soon to be empress of Equestria.” Twilight, no, Midnight, walked up to the unicorn, stroking her slimy cheek before bringing it to her mouth and lapping it up. “I’m surprised that you two have regained your wits, but from the looks of it, you’ve done so just in time.”

“What’re ya talkin’ ‘bout?” Applejack asked, her mind incapable of accepting this was her friend. “An’ where are Pinkie an’ Fluttershy?”

She would’ve demanded more but the twitches inside her stomach intensified, and a gasp escaped her lips as her thighs suddenly got very wet. The force and suddenness of it all robbed Applejack of her wits for a moment, the pleasure and pain so intense. A flicker of her ears revealed a higher-pitched moan as Rarity must have felt it too. Her legs were also slick with juices, a puddle forming underneath her.

“Fluttershy’s safe,” Midnight explained. “She’s still resisting the temptation, which is frustrating our mistress greatly. I’m not sure our friend will survive too much longer though. As for Pinkie Pie, well, she’s having her own fun at the moment. And soon, she’ll be like you two are now; giving birth.”

As those words left the fallen alicorn’s lips, it began. The pain skyrocketed as it felt like everything within Applejack was now trying to force itself out all at once. The farmer could hear the screams of pain from her fashionista friend, but there was nothing either could do except ride it out.

“We-We can’-TAH! Huff, hngh! “We can’t be mothers!” Applejack cried out despite the pain. “It’s, hngh! It’s, too soon!”

“Normally yes,” Midnight began in a lecturing tone that Twilight was well known for, even as two of her friends were trapped in labor. “But the mere presence of Mistress Talvira in this realm accelerates the process of pregnancy exponentially. What would normally take months now only takes a few days. Hours even in the case of some demons. Isn’t that just amazing? We’ll be able to raise an entire generation of new lives faster than in recorded history.”

Applejack didn’t have the mental capacity to listen to Midnight’s speech, not when something was forcing its way out of her. She could feel the head of it entering her passage, forcibly widening it as it went. The earth pony’s eyes bulged when the process was simultaneously repeating itself with her asshole. It felt easier for whatever it was to move through, but by Celestia it was large; twice the size of whatever she was giving birth to. With one last push and a scream of agony, Applejack felt the things pass through both her pussy and asshole. A similar scream revealed Rarity had also achieved in giving birth. Her jaw hanging open as her brain struggled to maintain control, Applejack panted hard from the exertion and pain she felt.

“Congratulations, you two!” Midnight cheered as she came closer. In her purple telekinetic grip, she brought two things before Applejack. One was an infant pony; it had an orange coat like hers, but soaked rainbow hair and fledgling pegasus wings, evidence of just who the father was. The other infant Midnight showed her, however, was a miniature version of the wolf monster that had savaged her backdoor. A scream brought Applejack’s attention back over to Rarity, though it took a fair bit of effort to move her head given what she’d been through. Like with Applejack, Midnight was levitating the unicorn’s newborn, only it wasn’t a pony. It looked like an amalgamation of a pony with a ram and an octopus.

“N-No… t-that, that can’t be mine…” Rarity panted in disbelief, shaking her head as if it would make the abomination she just brought into the world disappear.

“R-Rarit-UNGH!” Applejack was cut off when it began again, another surge from her womb.

“Oh AJ,” Midnight teased. “Did you really think with a belly that big you only had one foal? You and Rainbow Dash were rutting for a good three days straight. I’d be surprised if you didn’t have half a dozen babies on the way.”

“N-NO, unf! P-please, stop-PAH! Stop it!” Applejack begged but the cramps kept coming, as the baby followed the path its sibling had opened. “AH, AH CAN’T TAKE THIS!”

“Just hold on for a bit longer,” Midnight soothed, rubbing Applejacks’ contracting belly. “We’re only just getting started.”

When Rainbow Dash finally awoke, it was to the sound of haggard panting and soft sobs.

The first thing she noticed as her eyes snapped open was the veritable tree trunk of a cock jutting into the cool cavern air from her crotch. She could feel the massive nut sack bulging between her legs, covering her feminine sex. In a panic, she looked to her left to see Rarity restrained against a crystal with green goop, similar to her in fact, and just in front of her was… Twilight? No, this thing merely looked like Twilight, but evil.

“W-What’s going on? Where are we? What have you done to us you creep?!”

“R-Rainbow?” Rarity spoke up, her sobs choking up her voice as tears rolled down her sticky cheeks.

“Ah, good to see the rest of you is finally awake,” the Twilight fake joked, flicking the cyan monstrosity and sending a lightning bolt up every nerve in Rainbow’s body such was the sensitivity. “Firstly, I’m Midnight Sparkle; the smarter, stronger and far more beautiful version of your pathetic friend Twilight. Secondly, congratulations! You’re now a father of three fillies and one colt. Now that that’s out of the way, let’s have some more fun.” The monster shot out two beams of magic, one disappearing behind the obstruction of her cock while the other released Rarity from her bonds. At the same time she fell to the ground, Applejack did the same from behind Rainbow’s own monster, looking absolutely spent.

“AJ?!” Rainbow called out in concern for her friend, but seeing the earth pony triggered something. Images flashed back before her vision all at once; being dragged into the throne room, Talvira toying with them, drinking from Fluttershy’s… Fluttershy’s breasts…

…fucking Applejack…

Rainbow Dash could barely control her breathing as the guilt and shame of everything that happened crashed down on her. But she wasn’t given the time to focus on her horrible memories, as Midnight sensually stroked the massive dong, her silky soft touch making the flier’s mind go blank for a second.

“Oh, I’m going to enjoy this, and I know you will too.” Midnight purred as she traced a magic emblem in the air, lines of teal light forming the patterns of a tribal heart with jagged wings and a star in its center. She spread out her arms and the pattern multiplied into three, then with a snap of her fingers, each one shot forward and implanted themselves above the wombs of each mare.

“W-What is this?” Rarity asked as she touched the emblem, immediately shuddering as pleasure rocked her entire being.

“It’ll make what we do next far more pleasurable.” Midnight then lit her horn, the light of her magic encompassing her whole body until a flash lit up the cave for a moment. When it died down, a massive pit opened up and swallowed Rarity’s hope whole.

There were now eight separate Midnight Sparkles.

Without a word, the smirking alicorns split up and approached their friends. Three came over to Rainbow Dash, each licking their lips as they looked over her body like a starving stallion before a feast.

“Oh, you are so blessed to have something this big,” one of the Midnights began, fluttering off the ground as she started stroking the huge pole. Another moan escaped the Wonderbolt as the sensations bombarded her again, but they were heightened when the second corrupted one started licking her massive balls.

“Agh! Wh-What’re yo-guh!”

“I can’t wait to taste all this yummy seed you have stored in here,” she replied as she hefted the musky nuts up, testing their weight before grabbing both and motorboating them. Combined with the kisses being trailed up her dick by the first Midnight, Rainbow was struggling to stay in control. The third Midnight sidled up beside her, grabbing a handful of one of the fliers’ modest B cup boobs and pinching a nipple, eliciting an uncharacteristic moan from her.

“Aw, it’s a shame you weren’t as blessed upstairs as they were, huh Rainbow?” As the three Midnights caressed her immobile body, Rainbow caught a glimpse of her friends, and found they were suffering just as bad, if not worse.

Two of the Midnights were now having their way with Rarity. That way was one pounding her plush white pussy, while the other was stuffing as much of her cock down the fashionista’s throat. Rarity’s eyes were rolling up as she made gurgling moans, the two alicorns roughly spit-roasting her enough so that her limp limbs flopped around beneath her. The last three were attending to Applejack. The farmer was fittingly riding one alicorn pole in the cowboy position, while the second was ramming into the large expanse of her flanks, and the third was having the farmer swallow as much of her dick as she could. The earth pony looked gone as well, her hands now holding onto the flanks of the Midnight fucking her face.

“Now, how about you get started making us feel good, Rainbow?” Before she could ask, one of the alicorns clambered onto her belly, bringing Rainbow’s muzzle inches away from the Midnight’s pussy. Her large balls were resting on the pegasus’ throat, her pulsing, warm dick nestled easily within the smaller breasts of the flier, as well as within the alicorn’s own cleavage. “Hmm, now get licking.”

“N-No… this is, wrong-GAH!” Rainbow moaned as the corrupted princess by her balls had lifted them up, and had just licked up the juices gushing from her snatch. This brief opening was all the Midnight on top of her needed to wrapped her tail around Rainbow’s head and shove her muzzle-first into the waiting pussy, Midnight completing the embrace by trapping her head there with crossed legs.

“Here, let me get that for you.” The Midnight on top reached forward and gripped the oversized semen tanks tightly, pulling them up and eliciting another moan from the pegasus, which reverberated within the alicorn’s pussy. “Hmnf! Oh Rainbow, talk more inside my pussy. It feels so good.”

“And this will feel even better.” The lower Midnight chimed in, aligning her dick with the sopping cyan pussy and plunging it straight in. Rainbow moaned in pleasure and pain once more and the Midnight began pumping away, licking the dribbling precum that rolled down the underside of the mighty meat stick.

“Ah, so good.” The one on top moaned, grinding her twat against Rainbow’s face as she pressed her four boobs up against the shaft.

“And now for the best part.” The third Midnight spoke up. Up to this point, she had merely been giving the member the best stroking she could and sampling the precum that had been bubbling up. But now she was looking at that bubbling slit and an insidious idea formed. She positioned herself in the air, lined up the hole…

And then rammed her dick down Rainbow Dash’s urethra.

“MMMMMMMMMMMMM!” Rainbow screamed into the pussy of the clone grinding against her face, the sheer pain of it overriding every other sensation. Every nerve, every receptor of touch, was focusing on the intruder forcing itself where it shouldn’t be.

The one fucking her dick had a look of painful ecstasy on her face as well. “Ooooooh! So… So tight! So good!” She slowly worked herself in until she finally hilted, then began slowly pumping away, gaining speed with each thrust.

“Oh, you’ve plugged her up!” The Midnight doing the more traditional fucking commented. “Her pussy’s getting tighter alongside her balls!” Sure enough, the nut sacks were slowly expanding. With no where for the seed to go, it just kept building and building, stretching the skin tighter and tighter. The same went for her folds; gripping the invading dick tightly as if to wring out as much spunk as possible.

“Oh Talvira,” the Midnight on top of Rainbow moaned. “I can’t take it anymore. Suck on it, Rainbow! Swallow my dick!” She released her prey from her pussy, only to quickly reposition herself and shoving her cock down the pegasus’ throat. The wonderbolt couldn’t take any more, her eyes rolling up as her mind went blank once more.

“Come on, girls!” The one fucking the dick shouted. “Let’s shower in Rainbow’s cum! Together!” The other two groups soon moved together, all eleven mares in one sitting. The Midnight fucking Applejack’s mouth abandoned the hole to release the bonds on Rainbow’s limbs, then slip behind her and plough into her back door. Another muffled cry of euphoria erupted from the pegasus, bombarding her senses as both Applejack and Rarity, both of their pussies and asses filled with Midnight dick, were pressed up against the hot rod. The tempo of all those doing the fucking magnified, picking up speed and increasing the volume of all the moans erupting from the mares.

“I’m cumming, cumming! Get ready Rainbow… I’m cummmiiIIIINNNGGGG!!!”

In an instant, all Midnights came. The insides of the pussies and asses of all three mares were painted white, alongside Rainbow Dash’s mouth. But the biggest eruption was that of Mt. Rainbow Dick. Even as the Midnight fucking it came, buckets down the wrong way, the semen stored within the flier could no longer be contained. With a roar similar to rapids, the dick literally erupted sperm, blowing the Midnight off of it and shooting semen meters into the air. Everypony else was drenched in Rainbow’s foal batter, and they all stuck out their tongues, hoping to catch as much of it as they could.

"Well, that was fun, girls,” Midnight said, reabsorbing the last of her spent clones and regaining stamina in the process. “I’d love to stay and see what you turn into, but if my math’s correct, it’s nearly morning and I’d hate to miss Fluttershy joining us. I’ll be back to check on you later, as well as bring Pinkie into the fold once Chrysalis is done with her. Bye!”

With that, she turned and teleported away, the three cum-drenched mares left in a post-orgasm high the likes of which seemed impossible. They only panted and croaked as copious amounts of sperm spilt out of their holes, and the emblems on their crotches began glowing brightly.