Twilight lay on the cot in her tent, the memories of defeating Gaia Everfree and her awkward crush on Timber Spruce danced in her head as she drifted off to sleep.

Twilight found herself laying naked on a four post bed, with white sheets that seemed to shimmer, in a clearing. Seven large translucent crystals surround the edge of of the clearing, each glowing with a lights from within, purple, red, orange, pink, blue, yellow and white. Suddenly her six friends materialized, all naked. For some reason they all had massive erections, she had a massive erection too.

Lust took over Twilight and she reached out with both hands, grasping Sunset's and Rarity's cocks. Feeling the steel-like hardness under her fingers, she opened her mouth, placing the amber-colored cock head inside her lips, she swirled her tongue across the mushroom-like head, savoring the salty, musky flavor of Sunset's member. Sunset groaned with pleasure as Twilight slowly bobbed her head and ran hand along the turgid, amber-colored length.

A poke to her cheek from Rarity's cock alerted Twilight that she also wanted some attention too. Removing Sunset's cock from her mouth with an audible pop, she inserted the ivory cock into her mouth, bobbing her head and jerking along its length. She began switching back and forth between Sunset's and Rarity's cocks. As she sucked and jerked the two girls, they began to thrust to thrust their hips, hitting the back of her throat. Spit dripped down her chin as sloppy gagging sounds came from around the cocks.

Twilight stopped sucking on her two friends when she felt a wet warmth encompass her cock. Looking down she saw Fluttershy bobbing her head up and down on her cock. Rainbow Dash came up behind the yellow-skinned girl, grasping her blue cock in a hand and lined it up behind Fluttershy, then thrust forward.

Pleasure exploded across Twilight's mind as Fluttershy moaned around her cock. As Rainbow thrust in and out of Fluttershy, she grabbed a fistful of pink hair and made the girl bob up and down on Twilight's cock faster, making loud moans erupt from the lavender-skinned girl's mouth.

Loud yelping moans drew Twilight's attention and she turned her head to see Rarity bend over double as Applejack thrust into her vigorously, one orange hand gripping the ivory-skinned girl's hips while the other roughly held onto the back of her neck. An amber thigh obscured her vision, looking up she saw Sunset straddling her head. An amber shaft plopped onto her lips and Twilight opened her mouth. Sunset lined up her cock and started thrusting, using the lavender-skinned girl's throat like an organic fleshlight.

Twilight moaned around around the cock that was pistoning in and out of her throat. On one end Sunset was using Twilight's mouth as a pussy, on the other end she was spitroasting Fluttershy along with Rainbow Dash. Twilight saw a pink form move behind the amber one. There was the sound of flesh slapping on flesh and Sunset cried out in pleasure. The wait of now two caused Sunset's cock to thrust farther into Twilight's throat.

All around the bed were the moans and cries of pleasure, the slurps and gags of cocks slipping in and out of throats, and the sounds of flesh slapping on flesh.

***

With a snort, Twilight woke up and sat straight up in bed, she was still on her cot in the tent she shared with Sunset, who was moaning in her sleep and slightly shifting her hips in her sleep.

"What the hell was that?!", Twilight murmured to herself. Sure she had wet dreams before, but never that vivid and realistic. The images of the dream was still vivid and she felt more aroused than ever. Her panties clung to her groin with wetness and for some reason felt tight. She was aware of a pain between her legs. grumbling, she moved her hand to her groin. "I must have pulled something earl--" Her words died and her hand froze in place, feeling a bulge that wasn't there before. Snatching up her glasses, she lammed them on her face, switched on the electric lantern, threw off the covers and stretched back the waistband of her pajamas and panties.

Twilight gaped as she saw a large lavender penis, fully erect, bouncing up and down with her pulse, pointing up at her. Stretching a trembling hand down, she ran a finger along the turgid length, which sent a pleasurable shiver up her spine. Moving her finger further down, she came across a pair of big, swollen, aching balls. Moving further down still, she found she still had a vagina, though it was leaking profusely.

Twilight took off her glasses, rubbed her eyes, put them back on and looked down again. Nope! The cock was still there. She squenched her eyes shut and vigorously slapped her cheeks several time. "Come on! Wake up! Wake up! This has to be another dream! It has to be! No one grows a penis overnight!" Slowly opening her eyes she pulled, she pulled back the waistband on her pajama and panties again and looked down. The lavender penis was still there. Panic tacking over, she grasped the hair on both sides of her head. "AAAAAAAAAAHHHHHHHHHHHH!"

Spike, who was asleep in his own little doggie bed at the foot of Twilight's cot, snapped awake and was immediately on all four feet. "Squirrel! Squirrel!*bark bark bark bark*"

Sunet shot straight up in a fright at the sound of her friend screaming. "Huh!? Wuzzat!? Twilight? What's the matter?"

"AAAAAAAAHHHHHHH! AAAAAAAAAHHHHHH! AAAAAAAAAHHHHHHH!"

Sunset rushed over and took hold of Twilight's shoulders, shaking them gently in an attempt to get her friend's attention. "Twilight! What's wrong?!

"AAAAAAAAAAHHHHH! AAAAAAAAAAAAHHHHHHH! AAAAAAAAAAAAHHHHHHH!"

Spike jumped up on the cot. "Twilight! Twilight! TTTTTWWWWWWWIIIIIILLLLLIIIIIGGGGHHHTTTTT!", he screamed in an attempt to get his owner and friend's attention. When she continued to scream hysterically, he trotted down to her feet. "Don't make me do this." When she continued to scream hysterically, she lined up his snout with her big toe and opened up his mouth, revealing sharp teeth.

*chomp*

"Ow! Spike?! Why did you bite me?!"

"You wouldn't stop screaming long enough to tell us what's wrong.", the dog replied.

Twilight curled her leg up and rubbed her toe.

"Now Twilight, what's the matter?", Sunset asked.

"Sunset! Somehow I grew a penis!"

Sunset craned her head backwards. "What?! Nobody grows a penis overnight. That's not how things work in this world."

A nonplussed look spread on her Twilight's face. Looping both thumbs into the waistband of her pajamas and panties, she quickly pulled them down.

Surprised, Sunset took a step back. What flopped out of her friend's pajamas was the largest cock she's ever seen, it was the same color as her skin it was thick, almost as this as Twilight's forearm, the length was covered in throbbing veins, the mushroom-shaped head was a darker reddish-purple, all-in-all it look she had grown a third arm straight from her crotch. Right below that massive cock was a pair of baseball-sized nuts, the skin on the sack was paradoxically smooth and wrinkly. "By Celestia's pendulous nads, that's has to be the second largest cock I've ever seen!"

Twilight blew at her bangs derisively. "Well excuse me for not growing in magical horse land where everyone's genitals are constantly on display!"

Sunset's mouth watered at the sight of her friend's turgid length and pendulous orbs. There was a smell in the air that smelled equally spicy and alluring. "Princess Celestia has a pair of balls bigger than a beach balls and a cock longer than her body. Ponies grow a full set of both genitals when exposed to strong magics. There are even tales of stallions, along with growing a fully functional vagina and womb, also developing teats."Try as hard as she could, she couldn't pull her eyes away from her friend's junk, that bobbed ever so slightly with her pulse. She felt her panties simultaneously grow wet and tight.

"How do we reverse it? I don't want to have to learn how to deal with a new set of genitals." Twilight pushed down on her cock, only for it to bob back up again. "How do I get this thing to go down? Also my testicles hurt. Why do they hurt?" Her went wide when she saw a growing bulge in Sunset's pajama bottoms. Holding up a trembling finger, she pointed. "S-S-Sunset! Y-y-your pajamas!"

Sunset looked down and saw the growing bulge in her pajama bottoms. Pulling back the waistband on her pajamas and panties she looked in. "That explains why they were feeling tight." Pulling down her pajama bottoms and panties, out flopped a big cock and equally big pair of balls.

Twilight's jaw dropped open at the sight of the big amber cock and pendulous amber nuts. Sunset licked her lips as the wondered what the inside of Twilight's mouth felt like.

Sunset quickly pulled up her panties and pajama bottoms.

A guilty look spread across Twilight's face as she also pulled up her pajamas and panties. "Sunset?"

"Yeah?"

"Just now, I was wondering how it would feel if you fellated me."

"Twilight?"

"Hmm?"

"Me too."

As the two girls debated taking the dicks back out and start sucking each other off when from across the camp, five voices screamed out, almost at the same time, in panic.

Spike gave a slight smirk. "Well it looks like the other girls have found out they the same thing as you two."

The two girls looked each other, shared a nod and rushed out of the tent.

In an abandoned shack lit by a pair of electric lanterns, the girls stood around, except for Fluttershy, who was sitting on a chair, both knees shoved tightly together under her ankle-length night gown, visibly trembling.

"Too much! This is too much!"

The other girls looked on at the yellow-skinned girl, very clearly on the verge of a full melt down in concern, except for Rainbow Dash and Applejack, who were stripped naked at the waist, literally having a dick measuring contest.

"No fair AJ! Not only your tits bigger than mine, but your dick is bigger too!", Rainbow exclaimed.

Applejack triumphantly placed both of her fists on her hips, her eleven inches standing at full mast as she miggled her hips back and forth, making her cock waggle. "Well it looks there's 'nother way in which Ah'm more awesome than ya!"

"WILL YOU TWO LITERALLY PUT YOUR DICKS AWAY!", Sunset snapped, "Fluttershy is on the verge of a full meltdown and you two with your dicks on full display isn't helping her!"

Applejack blushed as she half-coughed an apology and grabbed her panties and bottoms and quickly pulled them on.

Rainbow defiantly strode over to Fluttershy, still naked from the waist down, her respectable eight-and-a-half inches waggling back and forth. "C'mon Flittershy! Cut loose just this once! In fact, everyone, whip 'em out! We have big dicks, big nuts and pussies and that awesome!" She reached a hand for the hem of Fluttershy's night gown, who in turn pressed her knees tighter and shot her hand down to her hem. "C'mon Flutters, we grew up together. You've seen mine, it's only fair that I see-GAH!" A ivory hand struck her across the cheek.

Fluttershy suddenly felt hot under the collar, her breath quickened as she felt blood start pump to the cock that was currently taped to her thigh.

"Rainbow Dash! Put your member away. Can't you see poor Fluttershy is on the verge of a breakdown?!"

Rainbow turned to face Rarity, her cock still proudly on display, a cocky smirk on her lips. "Well maybe you should whip your out first. You've seen mine, maybe if you show everyone yours, it'll help Fluttershy relax." She reached for Rarity's waistband, to which she received another slap.

Fluttershy felt hit under the collar as she licked her lips. Her lengthening and hardening length straining at the tape holding it to her thigh. "Slap her again.", she said softly.

Rarity and Rainbow went wide-eyed as they looked at Fluttershy, who was now looking flustered and aroused. "I beg your pardon, darling?"

"Slap...her...again! ...a-and call her a slut."

The ivory-skinned and blue-skinned girls, stared, equal parts stunned and amazed, st the yellow-skinned girl, their mouths agape.

Pinkie skipped over to Rainbow. "It looks like Flutters likes to watch the rough stuff, Dashie!" Rearing back a hand, she slapped it across Rainbow's cheek, leaving a bright red hand print. "Slut!"

Fluttershy stared to pant, her engorged cock pulling the skin on her thigh tight as it strained even even more against its bonds. "Now slap me and call me a whore!"

"Oooh! Look like someone like to receive the rough stuff too! I wonder if she can give it as rough as she takes it?" Pinkie reared back her hand and brought it hard against the yellow cheek. The slap echoed around the cabin. "Whore!"

Fluttershy bit hard on her lip and groaned. "Now spit on me and tell me I'm disgusting!"

Pinkie worked up a gob of saliva and spat it onto Fluttershy's face. "You disgust me you filthy fucking dirty whore!"

*rrrrrrrip*

That was the final straw needed to push Fluttershy over the edge. Her cock went to full mast, tearing through its tape prison. As her cock rose up, it drug her nightgown with it. Grabbing the hem of the gown, she pulled it up aver her head and cast it aside. Her massive cock waggled side-to-side for a second before the head of it came to rest between her double-d tits.

The six girls stood there, jaws hanging open like the muscles wouldn't support them anymore, eyes so wide that they threatened to pop out of their sockets. Standing proud from their friend's crotch was a massive cock, if it was an inch, it was fifteen and thicker than any of their arms, below it hung a pair of softball-sized nuts.

"Fluttershy, how in th' world are ya e'en conscious now?", Applejack asked, the first of them able to speak.

Fluttershy shrugged as she grasped her length and started slowly jacking off.

The smell of magical musk was now thick in the cabin, making all seven girls extremely horny and ready to fuck.

Pinkie quickly shed her clothes. Her ten inches of cock standing against her belly as her baseball-sized nuts hung below it. "Since I'm responsible for this, I guess it's my responsibility to take care of it." She knelt down in front of Fluttershy, who spread her knees to let the pink girl in closer.

Wrapping her hands around the massive, turgid yellow length, she started jacking Fluttershy off while slapping the heavy cock against her face. "I thought Applejack had a bitch breaker, but this is a real bitch breaker." She plated gentle kisses on the shaft, ran her tongue along the length and took the foreskin gently behind her teeth. Reaching down between her legs, she jerked off, stopping only to play with her halls or finger her sopping cunt.

Fluttershy huffed and groaned as Pinkie kissed and licked her length. When the pink girl caught her foreskin between her teeth, it was right then she decided she was going to destroy Pinkie's throat. Grabbing handfuls of curly, massy pink hair, she snatched Pinkie up nearly face-to-face with her and growled through cleched teeth, "This isn't a bitch breaker, it's a bitch destroyer!" With Pinkie's hair still clenched in her fists, forced the girl's face downwards.

Pinkie opened her mouth to let Fluttershy's cock in. As the yellow head forced its way in, she felt a tingle of magic and her jaws started stretching, without them dislocating. Strand of drool ran down the yellow cock as it forced its way slowly through her mouth and towards her throat. She waggled her tongue back and forth to give Fluttershy the most pleasure possible.

The other five girls watched in aroused amazement as Pinkie's mouth, then throat stretch to amazing proportions. Their hands instinctively went to their dicks, jerking off at the lewd display.

There was a flash of light and Fluttershy's form was replaced by a form that looked vaguely human. In shock, she quickly shoved Pinkie off of her dick, which had doubled in both length and girth. When her dick popped free of Pinkie's mouth, it had a massive blunt flare rather than the roughly cone-shapes of a human's, below it hung a pair of volley ball-sized nuts. Her face and head were a pony's, complete with a snout, long pink mane and triangular ears on top. Her legs were equine, which ended in a pair of hooves. On her back was a pair of wings, complete with yellow feathers. Her now pony-like ass had a trio of pink butterflies on each cheek. Where her ass and back met, a pony's tail hung, the same color and style as her mane. Velveteen fur covered the majority of her body. Though she still remained the same height, she definitely gained muscle mass.

Fluttershy looked over her body in shock. "Wh-whuh...huh...did...uuummmm!"

"You ponied up, Fluttershy!", Sunset exclaimed.

Reaching up to the geode on her neck, Fluttershy grasped it. In a flash of light, she transformed back into a regular girl, a regular girl with a fifteen inch cock and a pair of softball sized nuts.

"Pony back up Flutters! I want you to fuck my mouth with that fat pony peener and see if it pokes out of my ass!", Pinkie exclaimed.

Fluttershy at first didn't want to pony back up, but she had to admit that it felt really good to feel Pinkie's esophagus stretched around her pony dick. The desire to wreck Pinkie's throat, combined with a perverted curiosity to see if it did indeed come out the other side overpowered her apprehension. Standing up, she grasped the geode and transformed into half-human/half-pony form. Grabbing a fistful of messy, curly hair with one hand and lined up her cock with Pinkie's moth with the other. "Open wide."

"Ahhh!", Pinkie said compliance, hanging her tongue out.

Fluttershy quickly thrust forward, the flare on her now thirty inch horse cock plunged through Pinkie's mouth and unto the girl's throat. Grabbing two fistfuls of hair she thrust forward powerfully, groaning in pleasure as the feeling of the pink girl's innards stretched around her absolutely massive dick. Bottoming out, she frowned slightly that her dick didn't come out of Pinkie's ass. The other five girls saw a bulge in the shape of Fluttershy's flare in Pinkie's stomach.

With long powerful thrusts, Fluttershy pistoned in and out of Pinkie's esophagus, pulling her flare free just long enough for the girl to take a few breaths before slamming her dick back down Pinkie's gullet.

The smell of magical musk really got thick and drove the remaining five girls crazy with lust. The ones who were still clothed had disrobed and were jerking off their cocks and fingering their cunts.

Rainbow kissed, licked and bit Rarity's neck. The two ground their hips together as groans and growls of lust escaped their throats.

Twilight found herself sandwiched between Sunset and Applejack. She moaned as the two of them ground their cocks between her ass cheeks and legs.

Flashed of light filled the cabin and all seven were now pony hybrids.

Wings of golden light and rippling flames flared from Sunset's back as a long horn extended from her forehead. Her size, not only only her cock, which was now nearly fourty-five inches, but also in height and muscle, until she nearly stood as tall as a basketball player as she ponied up into an alicorn hybrid.

A lavender horn extended from Twilight's head as she ponied up into a unicorn hybrid. Her cock stood eighteen inches.

Applejack's muscle mass greatly increased as she ponied up into an earth pony hybrid. Her cock stood twenty-two inches.

Pinkie, who would have made some kind of joke or exclamation, if her upper digestive tract wasn't currently being fucked by Fluttershy, ponied up into an earth pony hybrid. Her cock stood at twenty inches.

Rainbow and Rarity, the former currently had the latter bent over, fucking her from behind, transformed into a pegasus and a unicorn hybrid respectively. The former sported a seventeen inch cock, whilst the latter had a twenty-one inch cock.

Twilight cried out in pleasure as she was sandwiched between Applejack and Sunset. The two hoisted her between the two of them as they held her legs apart in a split. The former thrusted in and out of her pussy as the latter had her way with her asshole. Applejack, as she pounded Twilight's pussy, leaned her head down to take the lavender pony-girl's cock head into her mouth and swirled her her tongue around the blunt flare.

Rarity dropped to her knees as Rainbow pounded her pussy from behind and rolled over onto her back so the she could titfuck the pegasus-girl's small breasts.

As Fluttershy fucked Pinkie's mouth, throat, esophagus and stomach, moaned in pleasure at the latter shoved nearly her whole fist into her snatch.

The smell of sex and magical musk became thick enough that it could be cut with a knife, driving the seven pony-girls further into depraved lust.

Fluttershy was the first to cum. As Pinkie mercilessly fisted her cunt, making her moan loudly, she felt her balls clench and she hilted into Pinkie, burying her flare into the pink pony-girl's stomach. She released rope after rope into her fuck sleeve's stomach. Pinkie's belly bulged outward until she looked she was many months pregnant. As Fluttershy continued to fire rope after rope, Pinkie felt something in her stomach give and cum forced its way into her intestines. As Fluttershy continued to release rope after rope, semen continually forced its way through Pinkie's colon. Pinkie lost count after Fluttershy's dick pumped its twentieth rope into her stomach.

A trickle of semen came out of Pinkie's asshole, trickling down her pussy lips and inner thighs.

Fluttershy gave a gasp as her cock fired one last rope of cum. She pulled her cock out of Pinkie, who in turn coughed up several tennis ball-sized gobs of semen. Collapsing to the floor, she panted, sucking air deep in through her mouth and nose, until she had caught her breath. Looking up, concern filled her as she saw Pinkie still coughing up tennis ball-sized gob of white. "I d-d-didn't hurt you did I Pinkie?"

After she able to stop coughing up gobs of semen and suck in enough air to catch her breath, Pinkie flopped back on her butt and rubbed her distended belly. "Super-dee-duper!" She wiped the sweat from her forehead, then rubbed her belly again. "I think you need that rrreeeeeeaaallllyyy bad!"

Fluttershy nodded.

Standing up, Pinkie giggled as her belly sloshed and grabbed her cock. "My turn! Is there any way you want it?"

"Do whatever you want, but please make it hurt. A-and call me a whore."

Pinkie slapped Fluttershy across the face hard. "On your hands and knees whore! I'm going to fuck your ass!"

Rainbow grunted as she started getting close. Pulling out of Rarity's cunt and grabbed the unicorn pony-girl by her hair.

"Don't mess up my hair!", Rarity cried out.

Rainbow gave Rarity an evil grin as she started vigorously jacking her dick.

"Don't you dare!"

Rarity froze as Rainbow unleashed the first ropes into her mane. After several minutes of Rainbow releasing more blast of hot cum than either of the could count, Rarity's head, face, shoulders and tits were absolutely covered with semen, her mane plastered to her head.

Rarity reached up her hands and wiped the layer of drippy, goopy, sticky cum from her eyes and glared at the triumphantly smirking. She reached up a hand for the rainbow-haired pony-girl to help her up.

Rainbow took Rarity's hand. She cried out when the ivory pony-girl judo-flipped her. Her head spun after hitting the floor.

Rarity grabbed a fistful of Rainbows's mane and started the dragging the pegasus pony-girl across the floor, making the girl cry out in pain.

"Rarity! What the fuck are you doing?!"

Rarity roughly dropped Rainbow on the floor in front Fluttershy. "Retribution darling!" She tapped Fluttershy and Pinkie on their shoulders. "Excuse me darlings. Might I borrow Fluttershy's protuberance to wreck Rainbow's mouth while I fornicate her posterior."

Hearing Rarity talk dirty in such a formal manner was a bit of a turn on for Rainbow, that she forgot what was going on until she felt Rarity grab two fistfuls of her hair.

Pinkie, without slowing her forceful thrusting, wrapped her arms around Fluttershy's middle and helped lift her upright.

Rarity shoved Rainbow's mouth forcefully onto Fluttershy's flare. She kept roughly shoving until the blue pony-girl's snout touched Fluttershy's crotch. Stepping behind Rainbow, Rarity prepared to fully exact her revenge for sullying her hair. Grabbing the multi-spectral tail, yanked it up, lined up her ivory cock and plunged forward.

After fully hilting inside, she leaned over, pressing her weight onto Rainbow's back and licked her ear. "This is for your own good, darling.", she whispered into the triangular blue ear, "And remember dear, a lady always swallows." Giving the blue ear a small bite, she leaned back upright, grabbed Rainbow's hips and started pumping in and out of her ass.

Fluttershy leaned forward and licked the cum from Rarity's face. Soon their tongues started twirling around each other.

A thousand needles of pleasure ran like electricity along Rainbow's every nerve and exploded inside her brain. She liked being dominated, humiliated and plowed from both ends. She felt another orgasm build, every muscle locked, her pussy sprayed clear fluid across Rarity's thighs and her balls clenched, shooting rope after rope onto a floor, creating a a spreading puddle of ejaculate.

Twilight cried out in desperate lust as her orgasm built. She feverishly clawed at Applejack and Sunset's necks. This further made them speed up their pumping at both of her holes. Applejack continued to mercilessly hammer at Twilight's spasming snatch, each thrust like a battering ram trying to smash down the gates that were her cervix while continuing to suckle at at the flare of the lavender dick. Sunset wrapped a hand around Twilight's body and roughly squeezed one of her tits as she jackhammered her colon.

Stars exploded before Twilight's eyes as her orgasm came full force. She gave a scream of pleasure as quim spasmed violently, spraying clear fluid around the farm girl's cock and across her balls and thighs. Her rectum spasmed, trying to milk Sunset's thrusting member for everything it was worth. Her balls twitched and her cock twitched, firing blast after blast of thick ropes into the farm girl's mouth.

Applejack's cheeks puffed out as she tried to swallow the cum, but as each rope came out, her mouth was quickly filling to capacity. Streams of semen leaked leaked past the lavender flare in her mouth and down the nerdy girl's length. Blast after blast of salty, musky semen kept filling her mouth faster than she could swallow. The pressure of each blast sent almost as much cum leaking around her lips as was forced down her throat. Thick salty, musky white fluid continued to overflow her mouth, causing some of it to back up into her sinuses and twin lines of white dripped out of her nostrils.

After several minutes, Twilight finished cumming. It took Applejack a couple of swallows to clear her mouth. The disengaged from the lavender flare with a pop, lines of cum and spit connected her orange lips to the cock she was sucking on.

Applejack felt her orgasm get close. "Twi, Ah'm gettin' close."

"Do it! Fill me up! Spray your babies in me!", Twilight screamed, feeling drunk from her orgasm and wanting more.

Applejack flipped her hands around to grab Twilight's thighs from the top and started thrusting frantically. Feeling her balls clench, she thrust upwards with as she pulled Twilight down with all her strength. That last titanic thrust sent her flare through Twilight cervix.

Both girls screamed as orgasms wracked their bodies. As Applejack sent rope after rope into Twilight's womb, Twilight unleashed blasts of thick cum onto Applejack's face, hat and onto the ceiling.

Twilight's belly bloated out as Applejack filled her up. After several minutes both girls stopped cumming and Applejack slumped to the floor, her cock pulling out in the process. Cum flowed from Twilight's cunny like like someone had opened a spigot full blast, then snapped it off of the wall.

Twilight's eyes rolled up in her head as he belly shrunk back down to a more normal size and her eye rolled up in her head as she went momentarily rag doll.

Sunset went to pull out of Twilight, but the lavender horse-girl turned her head and gave her a crazed look. "Don't pull out! Fuck my ass! Make me shit your babies for weeks!"

Sex-crazed Twilight made Sunset's dick harder. Placing the lavender pony-girl's feet on the ground, she bent her the the waist and started hammering her rectum with renewed gusto.

This made Twilight moan, growl and howl with pleasure.

Applejack, having gotten her wind back, watched Twilight getting plowed and needed a dick in her. Standing up, she turned around and backed up. Twilight lined up with the farm girl's slit and pulled her back hard.

One one side of the room there was a three pony-girl train, on the other side of the room there was a combination four pony-girl train/spitroast. Like dominoes, all seven came back to back.

All seven girl slumped to the floor out of breath. The air hung thick with the smell of sex and magical musk. They were all still horny and wanting more. Once they got their wind back, they all lunged at each other.

***Three hours later

All seven girls lay on the floor in an exhausted pile, their bellies distended. Sweat and sexual fluids clung to their bodies. A mixture of semen and vaginal excretions soaking into the carpet.

"Ah think Ah fucked ev'ry last one o' ya at least a dozen times each an' still Ah'm horny.", Applejack said.

"As much as I want you to hold me up with by my arms behind my back, darling, as you fornicate me like a ruffian, I need to get some rest and figure out how I'm going to clean the stains from my clothes."

"Rarity, please don't talk dirty in such a frou-frou way, it makes me want you to fuck me so damn hard.", Rainbow said, then groaned, "I've got a softball game in the afternoon and I've gotta figure out how I'm going to play, seeing as I can't run straight."

They agreed to fuck each other again, just not tonight. Getting up on wobbly legs, they prepared to leave when the doorknob turned, making them all freeze.

Timber Spruce, who had been walking by had noticed the lights on in the cabin that was supposed to be abandoned at this time of night, decided to check things out. opening the door, the smell of sex and something else, something that smelled spicy and nice, washed over him like a fog. The smell made him horny. Opening the door fully, he saw the seven girls he knew, there was something different about them. They were covered in some kind of fluids, and most importantly...they all had raging hard ons. An overwhelming urge to have sex with them filled up his mind and he walked forward.

As crazed smile crossed Twilight's mouth. "What about it girls? Wanna go another round or twenty with Timber?"

Rainbow smirked. "Rarity, you wanna go double on fornicating his derriere?"

"Indeed I do Rainbow Dash. Twilight, be a dear and get the door get the door so the stink doesn't get out."

A lavender aura shimmered around the door, slamming it.

Timber licked his lips. There were seven flashes of light and the seven girls were transformed into pony/human hybrids with massive horse cocks standing fully erect. He knew that he should feel scared, but the desire to fuck and get fucked by them took over.

Author's Note

This is the first chapter I wrote after the fire at my folk's house.

This chapter contains good old fashioned pony-girl futa orgy.

Thank you all for reading and I hope you all enjoy.
Like the story? Hate the story? Have a question? Notice any typos or misspellings? Wanna throw shade or pure bane? Leave it in the comments below.

Thank you all once again and happy creams.