Estrus among us

Earlier that evening

"Nightmare Night! What a fright! Give us something sweet to bite!" the children chorused as they stood in front of the Library with their bags out.

Twilight smiled and gave out piles of candy to each of them. The kids all cried out, "Thank you!" as they ran to the next building, their excitement contagious. It was almost enough to take her mind off the predicament she was in with Spike.

Almost.

She hadn't seen him for a few hours after he'd locked himself in the basement, and for that, she had mixed feelings. On the one hoof, she was glad she was free of the overwhelming influence of his pheromones, which she was finding harder and harder to resist. On the other, she dearly loved him and was afraid he might see her avoiding him as a rejection. She didn't know what to do. To her mind, he was still a child, no matter his attractive appearance, and still her baby brother. She cursed her body's betrayal of her better morals but still wasn't sure how she'd react if she'd spent much more time alone with him. She sat and thought. This was a problem she needed to face head-on, and there was only one thing to do. She went upstairs to the bathroom, turned the shower on cold, full blast, and jumped under it. She gasped as the frigid water cascaded off her coat, cooling her in all the right places, and gratefully, restoring her ability to think straight.

She stayed under for about ten minutes, then got out and toweled herself off. She was ready to face him. She went down the stairs, to the basement, and knocked on the door. "Spike? It's me. Can I come in?" There was no answer. Frowning, she tried the door, only to find it unlocked. Cautiously, she opened it and peered down the stairs. "Spike?" she called. With growing concern, she went down into the lab proper and looked. He was gone. She ran back up the stairs and searched the Library, calling out his name. Only when she got to the bedroom, did she stop. There, neatly folded on her pillow, was a letter.

Her heart beating rapidly, she slowly unfolded it and read these words:

Dear Twilight,

I have gone to Canterlot to stay with Mom and Dad until I figure this whole thing out. I know my being here was putting great pressure on you, and for that I'm sorry. I don't know if this change is permanent, but I'm also not sure if I want it to be. I like being grownup, but I don't want our relationship to change, and I certainly don't want you to be put in a position that you don't want.

I also don't want to force myself on Rarity, or any of our other friends. I've seen the way mares react to me now, and I need to know they're doing it because of me, and not because of something Alex did to me, whether he meant to or not.

Know that I love you very much, and always will.

Spike

Twilight gently pressed the letter to her chest and began to softly weep. She bowed her head, and as the tears coursed down her cheeks, she whispered, "Oh, Spike...be well..."

That's how Rarity found her about half an hour later when she came over to invite her to the party at Town Hall. Rarity was dressed in a costume that would be considered a 'Southern Belle' on Earth: long hoop skirt, a tight top with off-the-shoulder flouncy sleeves, and an elaborate, lace-trimmed, wide-brimmed chapeau that covered one eye. The whole affair was quite ladylike...with the exception of the fishnet stockings, garter belt, and black thong lacey panties she was wearing underneath. She pushed open the door of the Library and called out to her friend. "Twilight? Dear, are you home?"

Twilight wiped her eyes and said, "Up here, Rarity." Rarity came up the stairs and stopped when she saw the state she was in.

"Why, Twilight! Whatever is the matter?" Without a word, she showed her Spike's letter. Rarity silently read it, then sighed, keeping her own thoughts to herself. "So, he's gone? When did he leave?"

Twilight kept her gaze on the floor. "I'm not sure. He was in the basement for a while, then after I took a cold shower I went to look for him and he was gone."

Rarity startled at this admission. "A 'cold' shower? Was the temptation that bad?"

Twilight stared at her for a moment, then frowned. "You saw and smelled him! The male pheromones were so thick in the air you could cut them with a knife! What do you think?!" Rarity took a step back.

"I...I meant no offense, dear. But you both grew up together...I thought that would keep you from...err...thinking of him "that way."

Twilight closed her eyes in frustration and stomped her hoof. "It...should have." She opened her eyes and looked Rarity square in the face. "But if he'd stayed here much longer, I don't know what I would have done."

Rarity smiled, then drew close and hugged her. "After all the changes you've been through, in becoming an alicorn, at heart, you're still just a mare, my friend. Don't blame yourself." Then she released her and stood back. "Come with me to the party! It will be just the thing you need to take your mind off your troubles!"

Twilight sighed and looked away. "Maybe later..."

Rarity refused to be downhearted. "If you change your mind, come see me. I have several costumes for you to try, some neutral..." and here she smirked, "and some naughty!"

This made Twilight both blush and smile, and she was about to reply when suddenly she heard the front door open and somepony call out, "Hey Twilight! Spike! You guys in here?"

Twilight exchanged a look with Rarity and said, "Upstairs, Rainbow!" Rainbow bounced up the stairs, followed by a very reluctant Fluttershy. Twilight's jaw dropped when she saw what Dash was wearing: tight red short-shorts, thigh-high striped socks, ruby lipstick. She was only less shocked at seeing Fluttershy, who never came out on Nightmare Night. "Dash?" Twilight managed to utter, "Why are you wearing that? And Fluttershy, what are you doing here? I thought you didn't like this holiday?"

Dash smirked. "Are you kidding? It's not heat season, none of us can possibly get pregnant, so this is basically 'Free Sex Night!'" She looked around. "Speaking of that, where's Spike?"

Rarity spared Twilight the trouble. "He's gone to Canterlot to stay for a while. We don't know when he'll be back."

Rainbow pouted. "Aww. I was kinda lookin' forward to seeing him again. I bet he could give a mare a really good time now..."

Twilight frowned at this and said, "Rainbow, Spike could still be quite young for all we know. We don't know enough about dragons to know his true age."

Rainbow stared at her, then round at them all. Then she said, "But...didn't you say you hatched him during your entrance exam for Celestia's school? That was over eighteen years ago. That makes him at least pony legal age, if nothing else, right?"

All the mares in the room stood still in shock. "You...you're right! By our standards, Spike's an adult! I have to talk to him!" cried Twilight. She began to search frantically for parchment and pen, then stopped when she realized there was no way to send the letter immediately without Spike.

"What are you doing, Twilight?" Rarity's face mirrored the concern each of the other ponies had as they all watched her.

"I...I'm trying to contact Spike. I...have to write him and let him know what we've discovered."

As gently as she could, Rarity ventured, "Twilight, I'm sure he's already figured that out. He probably just needs time for the rest of us to come to terms with the knowledge."

Rainbow blurted out, unhelpfully, "Yeah! With as big a dick as he has now, I bet he's making a lot of mares in Canterlot happy as we speak!"

To change the uncomfortable subject, Twilight cleared her throat noisily and turned back to Fluttershy. "And what brings you out tonight? And I see you're not wearing any sort of costume?" Fluttershy shook her head and kept her gaze on the floor.

"No," she answered quietly. "I'm only here because Dash talked me into it." Rarity smiled at her.

"Then, we simply must get you dressed for the occasion, darling! Come with me to my shoppe! We still have time before the party to pick something nice out for you!" She turned to Twilight. "Are you coming, dear?"

"You girls go on ahead; I'll meet you later."

Pinkie and the Cakes were some of the first ponies at Town Hall to set up for the party, as they were asked to cater it. Ordinarily, the Cakes would have foregone costumes, as they were usually dressed for work, but tonight was special. Besides, ever since their afternoon with Alex, they were both far more open about their sexuality, and weren't shy about letting other ponies know it. Which explained Mrs. Cake's tiny mini-skirt, white stockings, garter belt, ruby lipstick, and white cotton panties that barely covered her supple, firm ass. Carrot was having a hard time keeping his mind on work, for she was in the habit of bending over at odd times with a knowing smile on her face, even in front of other stallions. There was a small crowd gathered around the refreshment table that had little to do with the treats there, as it mostly consisted of males that were conspicuously trying to hide rapidly growing erections.

As for Pinkie, she had worn her chicken costume earlier when she'd been out gathering candy with the children, but she had changed to a more..." adult-themed" one for the party: pink tiny-skirt, pink and white striped panties that hugged her curvy booty in all the right places, thigh-high dark stockings, generous makeup over her full lips. She felt her ass warming up from all the stares it was getting, but she didn't mind. She was putting a smile on their faces, and that was all that mattered. Getting her share of male attention wasn't a bad thing for her, as she had been known to host "private parties" of her own from time to time. She took a moment from her work to gauge the mood of the stallions in the room and sighed happily.

Chances are her lady parts, asshole, and throat were all going to get quite the workout before the night was over.

Cheerliee stood looking at the two outfits she'd laid across her bed, racked with indecision. One was quite modest and indeed a bit silly, while the other...was definitely not. None of her students would see her in the latter costume, but she still had her reputation to consider if she wore it. She was going to an adult party, one of the few parties she attended all year, so she felt she deserved to let her mane down once in a while. Besides, it wasn't that scandalous...she'd seen far worse already that evening. Nopony would probably even notice her. She made her decision and slipped into the tiny black skirt, thigh-high white stockings, and white panties. The top was form-fitting and exposed her midriff, with her teats visible. Her mane was already done up in a librarian's bun, so she put the half-moon glasses on the end of her nose to complete the slutty teacher look, then examined herself in the mirror. The skirt hid absolutely nothing; her ass was clearly on display. She blushed as she studied her reflection and her resolve wavered, but then she set her jaw and marched boldly to her front door and went outside. There, she saw groups of laughing ponies in their own costumes making their way to the main party, which was being held at Town Hall. She held her head high and joined them.

Despite the lateness of the hour, Celestia found sleep eluding her. She went to her balcony, which offered an unobscured view of the valley below and beyond that the village of Ponyville. As she gazed down at the town below, she smiled to herself as a mischievous thought occurred to her. What if she were to pull a harmless prank on the subjects there? It was Nightmare Night, the very night for such acts, and she rarely ever got to have any fun of her own, given her position. She walked to her doorway and opened it. The guards there snapped to attention. She smiled down at them, then said, "Contact my personal secretary. Tell her to visit the Restricted Section of the Royal Library and bring several scrolls to this chamber at once."

"Yes, Your Highness!" they replied, as one rushed off to do her bidding.

Celestia went back to her balcony to gaze out at the Moon while she waited. Which did not take as long as she'd expected. In less than an hour, she turned at the opening of her doors, and there was her secretary, Raven, with three scrolls in her saddlebags. Celestia raised an eyebrow. "I didn't think I'd see you for at least a few hours."

Raven adjusted her glasses and laid the scrolls out on the desk. "It's Nightmare Night, Your Majesty, you're up late, you probably have something devious in mind, because we all are well aware of the activities ponies engage in this night. I took a guess as to what you wanted." Celestia smiled and looked at the scrolls over her shoulder. She nodded.

"These were written by my niece Cadence, who knows a thing or two on the subject. Yes, these will do perfectly." She studied the spells written there, then returned to her balcony, facing Ponyville, and lit her horn. "Where will the largest concentration of party-goers be?"

Raven answered, "My sources tell me it's at the Town Hall."

Celestia slowly waved her horn back on forth, whispering, "Town Hall, Town Haaaaaaalllll.....got it!"

As the magic cascaded forth, Raven asked, "Will the effect be permanent?"

Celestia closed her eyes from the obvious strain but managed to say, "No, only for about two hours. And nopony will get pregnant." Once the spell was complete, she turned to Raven again and said, "I forgot to ask. Has my Sister returned from Ponyville yet?"

Raven nodded. "Yes, Your Majesty. She and her guards returned half an hour ago."

Celestia smiled. "Pity. She's going to miss all the fun." As an afterthought, she went to her desk, took out scroll and pen, and began a letter. Once complete, she sent it off. In answer to her secretary's unspoken question, Celestia said, "Just a quick explanation to Twilight, along with a counter-spell she can use for anypony who doesn't want to take part." She smiled again. "From my experience, that won't be many."

Caramel smiled at the group of mares as he sipped his beer. "Well, helloooo, ladies! Nice costumes!" The mares all rolled their eyes and turned away from him. They were clustered around the bar area that had been set up, a "target-rich environment" as far as the savvy stallion was concerned. He was dressed in a black faux-leather outfit that hugged him close and accented what muscles he had, and he was feeling confident. Nightmare Night always brought out the slutty costumes, which always indicated a slutty attitude, and while these prim females tried to deny it, he knew there were at least a few in the crowd that were feeling...adventurous. He just had to find them. He moved slowly through the crowd, which to nopony's surprise held a larger concentration of females to males. This was Ponyville, after all. Then he saw a face he didn't recognize. She was a blonde, and a pegasus, his favorite kind. She was sitting by herself, clutching a dainty drink and looking extremely lost.

Perfect.

He sidled up next to her and sat down, looking out over the crowd without speaking. Out of the corner of his eye, he watched her as she cast a wary glance up at him, but didn't shy away. Better and better. After another sip of his beer, he said, "Are you new here?" She nodded and took a drink, not looking at him. He smiled. "No need to be so shy. I'm Caramel. What's your name?"

"Lilith."

He moved a little closer and said, "That's pretty! How long have you been here in Ponyville?"

Just as she was about to answer, two other mares walked up and one said, "Not long enough to be warned about you, Caramel!" She then directed her attention to Lilith. "Careful, girl. He's definitely the "love 'em and leave 'em type."

Lilith looked up at the two mares, then settled her gaze on the stallion, then looked away. "Oh, I don't know..." she began. "I kinda like him." At this, Caramel beamed like a flashlight at the two busy bodies. They looked at each other and shrugged.

"Okay. Don't say we didn't warn you." As they started to walk away with their noses in the air, they both stopped. A strange glow enveloped them which made them gasp and moan. Indeed, as Caramel watched, it was happening to every female he could see in the place. What was going on?!

As he watched in fascination, every mare he could see, especially those dressed in the most scandalous outfits, had their breasts growing at an alarming rate! His mouth involuntarily watered as he saw them bulge to the same sizes as if they were all pregnant, minus the belly. But as he stared at himself, he had bigger concerns.

Literally.

He sat back on his haunches and looked down. He gasped in pleasure as his dick tingled while it changed in size to several inches, and his girth to half again its original. His balls became full and heavy, much larger than before. He felt a surge of virility as if he could go all night, something he and most stallions weren't known for. Then his eyes were drawn to the blonde mare lying on her side next to him, only to find she was already staring at his junk. Her massive, double Ds were on full display: dark areoles, nipples as hard as diamonds, both looking very soft and quite inviting. She licked her lips and said in a throaty voice, "Hey, stud...want to put that monster to good use?" Without waiting for an answer, she rolled over on her back and spread her legs, using her front hooves to caress her tits. "Suck on these first..." Caramel didn't know what had happened to the shy mare he'd met only a few minutes ago, but at this point, he didn't care!

But then his common sense and greater caution kicked in...with the odd changes the mares and stallions were going through, the mares might just be in heat. And that was simply too great a risk. He looked around and saw the same frustration and trepidation on the faces of other stallions: they wanted the big-boobed mares badly, but they all didn't want to become unwed fathers, a problem they all went through every heat season. Caramel was just about to say "fuck it" and take her anyway, when suddenly Princess Twilight burst into the room, ran up to the stage, and began shouting something.

Twilight sat up from the book she was reading and looked around. A strange >pop< had sounded in the air, and she sought its source. Then she spotted a scroll that had appeared and landed on the floor. She frowned and picked it up in her magic. On it was Celestia's Royal Seal, which doubled her curiosity. She glanced at the clock, which read 10:30. Why would she be sending her a scroll at this hour? She broke the seal, unfurled it, and began to read. Her face flushed, and she broke out in a cold sweat. Celestia! How could you?! Quickly, she threw the scroll down and ran out of the Library as fast as she could to Town Hall.

She made it just as the first transformations were happening.

As she looked around, she saw mares moaning as their breasts grew, some huge, some not so much, but each much bigger than they were before. She also noticed stallions going through similar changes with their male parts. All, mares and stallions alike, looked both confused...and horny. So she quickly rushed up to the stage and grabbed the nearest microphone.

"Everypony, listen to me! I know what's happening! It's a temporary spell, designed to last only a few hours, but I know the counter-spell for anypony that wants to change back now! I also know it's increased your sexual desire, and I've been assured that nopony will get pregnant as a result so---" Aaaaaand that was as far as she got. With a loud, "Woo Hoo!" that sounded suspiciously like it came from Rainbow Dash, followed by a collective cheer from every other pony in the room, and then...que l'orgie commence!

Mr. Cake exchanged a hungry look with his wife. The last time her tits were this big was when she was pregnant with the twins, and he could tell by the expression on her face she was remembering the fun she and he both had with those massive mammaries! Round Two coming up! He quickly cleared off a table and slammed her down on it facing him, then proceeded to ram his cock in between her breasts as she moaned and begged him to go faster.

Pinkie was suddenly grabbed from behind as a stallion flipped her skirt over her back, ripped her panties down, and slid his now larger dick into her eager, wet pussy. Each thrust caused her boobs to shake and jiggle, sending waves of pleasure throughout her body as her eyes rolled up in her head and she stuck her tongue out, yelping every time he slammed home.

Mares like Bon Bon and Lyra hadn't waited for Twilight's announcement...as soon as they'd seen each others' boobs grow to massive size they'd lost no time sampling each of their treasures, quickly assuming the '69' position with a mouthful of tit...who knew when or IF they'd ever get this chance again!

As soon as she'd cheered, Rainbow went to grab the nearest stallion, but she was bowled over by Fluttershy, who leaped over her and tackled the male to the floor, then wrapped her lips around his cock. But Dash quickly recovered and pinned a stallion of her own to the wall, pressing her tits against his dick and sticking her tongue down his throat. She drew back, a trail of spit connecting their mouths, panting, "Gimme that cock..." which he happily provided by throwing her on her back and tearing her short-shorts off, then grabbing her tits and plunging his throbbing dick into her waiting pussy. She spread her legs, arched her back, and cried out as she was being violated over and over, loving every moment of it.

Twilight stared forlornly out at the crowd, as they all completely ignored her and began fucking each other. She did not share her mentor's sense of humor, so she had trouble seeing the upside to this spell. But apparently, all the ponies within the Hall did! Indeed as she watched, more curious ponies wandered into the Hall, were affected by the residue of the spell, and joined in. She felt her own breasts beginning to enlarge, but she quickly cast the counterspell on herself and dispelled it.

She heard the sound of a pony having her pussy pounded behind her, and she turned briefly around. And was immediately sorry she had done so. For there was the esteemed Mayor Mare being happily violated by none other than the elderly Mr. Waddle, who had apparently found new strength and was thrusting away with the strength of a stallion half his age! But that wasn't what caused the bile to rise in Twilight's throat which she quickly swallowed down as she faced front once again. It was the fact the Mayor was dressed in a rainbow-colored wig, bright orange painted on smile, baggy, polka-dot pants that were currently pulled down, a large red round nose that honked every time she breathed in, and big, floppy shoes. In other words, she was dressed... like a clown. They were engaging in clown sex. Twilight closed her eyes, quite sure she'd be seeing that sight in her nightmares for many nights to come, and teleported away.

Meanwhile Fluttershy, after getting her partner's dick sopping wet, climbed on top of him, spread her ass cheeks, and slowly sat down, sighing with relief as it entered her ponut and slid inside her. Her huge boobs jiggled on his chest as she proceeded to bounce up and down, tightening her asshole around his cock and making her pussy throb with pleasure from each pulse. The lucky stallion moaned and grabbed her tits as he was being ridden to oblivion, and matched her bounces with thrusts of his own. "More!" screamed Fluttershy, as his cock began to throb, and he suddenly unleashed his load deep inside her ass. She screamed as her orgasm overtook her, throwing her head back and tossing her mane from side to side. Finally, she fell on top of him, trying to catch her breath, but she never got the chance. Two other mares pushed her off him and took her place, one spearing herself on his still erect cock and the other shoving her pussy over his face. Due to the effect of the spell, the male had more than enough stamina to service them both, and they were not going to miss the opportunity!

Given the disparity of males to females in Ponyville, many mares who wanted stallions were left out.

This wasn't the case with Rarity.

As soon as she felt her boobs growing, she gasped and slipped out of her dress, revealing the exotic underwear in which she was clad. It was too much for two stallions, who immediately grabbed her, one in front and one from behind, and got to work. Rarity looked up at the one in front of her with half-lidded eyes and her wet lips parted in a gasp. He took that as an invitation, pushed her down on her front knees, and slid his cock between her lips. She closed her eyes and moaned as she began licking and sucking, savoring every inch of his throbbing, pulsing dick as it pushed in and out of her throat. Then her eyes flew open in shock as the one behind her suddenly stuck his tongue into her pussy, lapping and slurping while her juices began to fill his mouth. She nearly screamed when he then ran his tongue up from her swollen lips to her ponut, sticking it inside and driving her wild. Then she sensed him stand, and felt him line himself up. She moaned around the cock in her mouth as he entered her pussy and pounded away, over, and over. Then the one behind her did something unexpected. She felt him pull out of her eager snatch, then line himself up with her asshole. She took her mouth off the cock in front of her and looked back over her shoulder at him only long enough to say, "Hey! What do you think you're--" but it was too late. With a grunt, he slowly pushed his throbbing, slick dick inside her soft ass. Her eyes rolled up in her head as he began thrusting in and out, in and out, while he grabbed her tits and gave them a squeeze. "Ohhhhh....yes!" she screamed, just before the stallion in front took her by the head and plunged his cock back in her mouth. Now spit-roasted, she felt her mind fogging over with ecstasy as her two paramours pumped her from each end over and over without mercy. "Mmmph! Mmmph! Mmmph!" was all she could manage as her mouth and throat were stuffed with cock, and her ass jiggled and shook with each thrust as it was being fucked. Her boobs were also now especially sensitive, so the stallion's constant groping was causing waves of mini-orgasms to flow through her body. By the time they both came several moments later, she was seeing stars. The one in front pulled out and shot his load all over her face, coating her in his hot cum. The one behind kept himself buried in her ass and pumped her full of his seed while she screamed in pleasure, which died down to a low, satisfied moan as she fell to the floor and passed out. Leaving her in a puddle of cum, with most of it covering her face and mane, and the rest leaking out her ass, the two males were quickly seized by other mares and put through their paces once again.

Not all the mares were as fortunate as Rarity, Rainbow, and Fluttershy. Many that wanted males simply had to wait with increasing frustration as they were forced to watch others get their breasts fondled, their pussies wrecked, their assholes violated, their throats stuffed with cock. One of these was Cheerilee, who grit her teeth and tried to find relief as she caressed her own mammoth mammaries, spread her legs, and used a hoof to pleasure herself underneath her short skirt. Her panties were soaked as she moaned and sighed, waiting for her turn. She was just about to give up and fall upon the next closest mare to see what it was like, when she looked up to her immediate right and saw the Human enter the Hall.

Alex stepped out of the shower and toweled himself off, then changed into some clean clothes. He hadn't bothered to buy any sort of costume for the holiday, figuring he was strange enough without one. Since the night was still young, he decided to see just how the adult ponies celebrated Nightmare Night. If it was anything like Halloween on Earth, he expected lots of alcohol and tons of cosplay. He'd already seen some revealing costumes that afternoon, so they'd probably truly cut loose by now! It should be interesting.

Ten minutes later found him in the heart of Ponyville, not far from Town Hall. His jaw dropped as he looked around. There weren't that many ponies out on the street, but the few he saw seemed like they were trying to outdo one another in sluttiness. He'd never seen so many frilly panties, stockings, mini-skirts, see-through dresses, garter belts...if this was how they were all dressed out in the open, he couldn't imagine how they'd be behind closed doors. He looked up and saw ponies heading into Town Hall, where he understood the main party was happening.

But he wasn't prepared for what he beheld as he opened the door.

The first thing that hit him was the thick fog of sex that hung in the air. Vaginal juices, cum, pheromones, sweat, all combined into a miasma of scent entered his nostrils and set the hairs on the back of his neck erect. And that wasn't all that was growing erect on him. For some reason, every mare had been changed...they all were now sporting huge knockers: round, firm, with dark areole and erect nipples. Except for the placement, they looked just like a human girl's...enough so his hands were tingling with the desire to squeeze a few of them. His hungry eyes were roaming the Hall when suddenly he heard his name being called. He looked down to his immediate left, only to see Cheerilee staring up at him. She was wearing what had to be the sluttiest teacher costume he'd ever seen, and her boobs were outstanding. He was now sporting Mt. Everest in his sweats, a factor she took vital note of. Running a hoof provocatively over one tit, in a low voice she said, "Would you like to have some...fun?"

"Oh, hell yeah!" he said as he bent down to grab her. But she pulled away and held up that same hoof.

"Not here! Take me somewhere...private."

He smiled, then picked her up and cradled her in his arms. "Your wish is my command." But as he turned to leave, he was spotted by several unpartnered mares, Roseluck being one of them.

She stood up, pointed, and yelled, "The Human! GET HIM!"

Alex's pupil's shrunk to pinpoints as the mob rapidly approached, and all he had time for was an "Oh, SHIT!" before turning and bolting for freedom. He raced through the streets with the eager mares in hot pursuit, hampered somewhat by their enlarged breasts, but determined to catch him. Alex knew he could easily fend them off, but he didn't know if he could do so without hurting any of them, so he poured on more speed, ducking around several corners then down an alleyway in an attempt to lose them. He crouched behind some garbage cans, still holding the mare, and listened as the sounds of pursuit grew distant. He looked down at her and held a finger to his lips, for she was moaning from the contact with his hands. She looked up at him and bit her bottom lip, then closed her eyes and put both hooves over her mouth in an attempt to keep her responses under control. He set her down and waited.

After several minutes of relative silence, he ventured out of their hiding place and looked around out the front of the alley. All seemed clear. He turned back to her and asked, "Can you walk? I think we're safe." Her legs were still shaking from the contact with him, so she lowered her head and shook it.

"I'm still a bit woozy...it might be faster if you just carry me." Alex shrugged and picked her up again.

"Fair enough." He took one more cautious look around, then began running. Cheerliee's tits jiggled and bounced as he ran, making her moan and close her eyes as the sensations of pleasure surged through her from them and from contact with the Human's hands on her body. Alex spared a glance down at her as he ran, which didn't help his erection situation at all. "Bouncy..." he mumbled, as his home came within sight. He flew through the door, set her swiftly but carefully down, then locked and bolted the door and set his back to it, listening. Then he went around to the windows and peered out, while the mare made herself comfortable on the couch. Alex doused all the lights but the fireplace, then sat down on his recliner. "That was close. I don't know what those mares would have done had they caught us."

Cheerliee smiled over at him. "Probably the same thing I want to do to you right now..." she purred. She slowly took off her glasses, then reached up and undid her bun, letting her mane cascade down her shoulders. Alex stared at her, then his eyes were drawn to her enormous boobs, and remembered why he'd brought her to his home. As he got to his feet and approached her, she lay on her back and caressed her tits, looking up at him. "Touch me..." she whispered as he closed the distance and went to his knees. She gasped as his hands massaged her boobs and pinched her nipples, causing her back legs to kick uncontrollably and her sex to moisten. When he bent down and took one of her nipples into his mouth and began to suckle it, her eyes rolled up in her head and she came, screaming his name and arching her back.

"Wow," said Alex. "I didn't know they were that sensitive!"

Panting, she uttered, "Norm...normally...they're not. But...tonight...don't stop!" She watched him blearily as he stood and removed his pants and underwear. He pulled off her soaked panties then straddled her, pushing his cock in between her tits. He held them with both hands as he began to thrust, with the underside of his cock parting her pussy lips and smearing her juices farther up her stomach. She spread her legs further and looked down in fascination as his cockhead appeared and disappeared from between her boobs, as she felt another orgasm building up. "Ah! Ah! Ah! Oh...YES!" she screamed as the force of it hit her again. While her cunt was still convulsing, Alex shifted and plunged his cock inside her with a grunt, rocking her up and down with the strength of his pumps. Then he flipped her over on her stomach, grabbed her hips, and began ramming her from behind, underneath her short skirt. Her ass rippled and shook with each thrust, and her boobs rocked back and forth, further stimulating her senses. "More!" she screamed. Then she said something she'd never said to a stallion: "Put your cock in my ass! Please!"

As turned on as he was, Alex noted she was smaller down there than most mares he'd had, so he was cautious. "I'm...not sure it will fit...I might hurt you..."

She glared over her shoulder at him and screamed, "Do it! Stuff my asshole! Now!"

Alex swallowed, then lifted her skirt out of the way, lined his sopping wet dick up to her throbbing ponut, and pushed. To his surprise and her delight, it slid in easily as she arched her back and moaned, "That's it...now fuck me...don't hold back..." Still, he took it slow, gradually building up a rhythm until he was sure she could take every inch of him. His cock slid in and out of her tight, throbbing asshole as it gripped him and puckered around him until he increased his pace and his balls were slapping against her swollen pussy. "Harder!" she screamed. "I love it rough!" If that's what you want, was his final thought as he got a more secure grip on her hips and really pounded her ass, causing her entire body to shake and her eyes to roll up in her head. Her tongue lolled out of her open, panting, drooling mouth as his cock penetrated places she'd never felt before. Then she came once more, her asshole convulsing and pulsing around his dick as she screamed, "More! Cum in my ass!" as she seized up from the pleasure. Alex unloaded his dick into her willing ass...loads upon loads of creamy, hot cum shot straight into her colon. She felt every last ounce of it filling her up as she stiffened her body for the last moments, then fell limp and unconscious to the couch with a satisfied smile on her face. Alex pulled out and shot the last few pulses over her plump asscheeks as she lay there, looking down at her with a smile of his own. He had no idea the proper, demure teacher was so kinky! This wouldn't be their last encounter, he promised himself.

Caramel had just spurted his last load over the faces of the two mares that were servicing him, when he and all the other ponies felt a change come over them. As he watched, the mares' boobs got smaller and smaller, until they were the normal size they were usually for ones that weren't pregnant. He looked down in disappointment as his own member shrank to its usual size as well, and with it went the surge of stamina that had kept him going for hours. I guess the spell is over, he sighed to himself, but he wasn't dejected. It had been fun, the most fun he'd had in years, so maybe there was a way to get the spell cast again next year? He would get a bunch of ponies together and talk to Princess Twilight about it.

Surely she'd have no problem with that, right?