Three beautiful mares were walking down a long sidewalk. One mare was a red earth-pony with long, brown manes that was tied into a pony-tail with a red bow. Her attire was a red tube top with a short, white skirt. The second mare was a light green unicorn with gold blonde manes tied into a pony-tail with a green bow. This mare wore a dark green blouse with a pair of blue short shorts. The third mare was a light purple pegasus with light blue manes tied into a pony-tail with a dark blue bow. She wore a dark blue sundress. All three mares had E-cup sized breasts that bounced from each step and wide hips that swayed from side to side. Some of the ponies walking by couldn't help but stare from how hot the three mares looked.
"Can you believe those stallions were gawking at us?" The red mare commented to her friends.
"Not that I blame them. We are pretty gorgeous." The green mare replied.
"Too bad for those chumps," The blue mare said. "Feather Bangs is our only stallion."
Swoon Song, Dear Darling, and Fond Feather were spending the day shopping at a variety of stores. They also felt excited today because it's been one year since Feather Bangs and the mares formed a herd together. So far, Feather had only been going out on dates with all three of his mares. The mares still enjoyed their time with the stallion they loved. Feather plans to have dinner with his mares at their house. But the mares also have plans to make their first herdiversary with Feather a memorable one.
"Which store should we check out next?" Swoon asked her two friends.
"Not sure," Dear replied. "We pretty much got everything we need for tonight."
"Ooh! How about that place?" Fond said as she pointed at a nearby shop. A large sign read: Potion Nova's Potion and Beauty Shop over an old looking house. The building had moss covering the pale red brinks. A large window displayed a variety of different bottles.
"I don't know," Dear said with concern. "The shop kind of looks outdated."
"There could be some interesting things inside." Fond said as she and Swoon entered through the door. Dear sighed before she followed inside. The store had all sorts of bottles displayed in glass shelves. Fond moved closer to the shelves to read the labels that show what were inside the bottles.
"Whoa, look at this." Fond said as she started reading the labels. "Sapphire Rose perfume, Sun Tulip face cream, there are a lot of interesting things here."
"Ooh! This looks nice!" Swoon said as she picked up a pink bottle. "Flamingo Ballet shampoo, I bet this would make my hair smell really nice!"
"I'm going to get this!" Fond said as she picked up a purple bottle. "It's Miracle Violet lotion. How about you, Dear?"
"I'm fine," Dear said as she looked passed the variety of bottles on display. "Fancy names and cheap prices on bottles could mean that these could be rip-offs."
"You're still skeptical about beauty products ever since those Flim and Flam brothers sold you that honey shampoo, aren't you?" Swoon questioned Dear.
"I got chased by bees for the past few weeks!" Dear defended herself. "Who wouldn't be more cautious about beauty products from that?!"
"Fine, you do what you want." Swoon said as she continued to shop.
"There should be a cashier somewhere." Fond said as she looked around the store.
"I can lead you to it." A female voice said. All three of the mares got startled when they noticed a mare standing behind them. She was a tall, white unicorn with long pink, purple, and light blue manes. She wore a purple shirt that showed off the cleavage of her F-cup breasts along with a long white skirt. A pink apron also covered most of the mare's body. "What? I don't look scary, do I?"
"Um, no?" Swoon responded. "It's just that you startled us."
"What the heck?!" Dear said rudely.
"Sorry about that," The new mare said while rubbing the back of her head. "I was in the storage room while you girls were browsing. I'm Potion Nova."
"You're the owner of this shop?" Fond asked in surprise.
"I guess the sign up front must have gave it away, huh?" Potion Nova said as she started walking. "Follow me to the cashier so I could make your purchases." The mares made their way to the back of the store which had a small table with an old-fashioned cash register on top of it.
"Alright, let me see which of my products you girls are interested in." Potion Nova said as she stood behind the checkout desk. Swoon and Fond placed their bottles on the desk while Potion Nova started pressing buttons on the cash register. "Oh, you girls picked some really good perfumes and lotions. I say that these are some of my finest creations."
"So you made all of these beauty products by yourself?" Swoon asked.
"You can say that I'm quite a professional when it comes to making certain products." Potion Nova boasted. "I also bet that your stallion will love to smell the fragrance off of you girls." The three mares were shocked when Potion Nova mentioned Feather Bangs.
"How did you know that we were seeing a stallion?" Fond asked.
"I'm also a professional when it comes to reading other creatures. For example, all three of you are dating the same stallion. That's why I said stallion in singular."
"Whoa, you're good." Fond said as she was impressed.
"Those were just lucky guesses." Dear said with denial in her voice.
"I could tell that you three are having a good time with your relationship with this stallion. It does explain why you girls are buying certain things for today. Perhaps for an anniversary?"
"Herdiversary, but you were close." Swoon corrected. Potion Nova placed the bottles inside a small paper bag.
"Here you go," Potion Nova said as she pushed the bag to the mares.
"And here is your payment." Swoon said as she and Fond gave Potion Nova some bits.
"Thank you, I hope you and your stallion have a good time tonight. In fact," Potion Nova used her horn to levitate a small, pink vial towards her hand. "Here, take this potion."
"What is it?" Fond asked.
"It's a special potion that I just worked on. It should allow you to get an extra boost to satisfy your stallion."
"So it's like an aphrodisiac?" Dear said, making Swoon and Fond blush a bit.
"Similar, but different." Potion Nova corrected. "This potion will release your inner beauty and make your stallion head over hooves for you."
"How much is it?" Swoon asked.
"It's on the house." Potion Nova said as she levitated the potion to Swoon's hand. "Consider it a herdiversary gift from me."
"We appreciate it!" Swoon and Fond said as they grabbed their stuff and exited the shop with Dear following in pursuit.
When the mares got home, they prepared everything for tonight. They started cooking Feather Bangs' favorite dishes and setting them up on the table. The mares then set the romantic atmosphere with lit candles and rose petals scattered on the table and floor. The mares then added the pièce de résistance by playing some romantic music through their record player. With preparations out of the way, the mares decided to bathe together before Feather makes it home. When the mares were done, they exited the bathroom while their bodies were wrapped in white towels.
"That was refreshing!" Fond said as she stretched out her arms for a bit. The mares entered their bedroom to put on the clothes they bought from shopping. Fond noticed that the potion Potion Nova gave them was on top of the dresser. "Hey girls, should we drink the potion before Feather gets back?"
"I don't see why not." Swoon said as she dried her manes. Fond went to the kitchen cabinets to get some shot glasses. She returned with three glasses and started pouring the bottle into them. The pink liquid frizzled with bubbles when it went into the glasses.
"Ooh! Bubbly!" Fond said as she picked up her glass.
"Come on, Dear." Swoon said while picking up the other glass.
"Fine," Dear said as she grabbed the last shot glass.
"Alright, on the count of three, we drink the whole thing." Swoon said to her friends. "One...two...three!" All three of the mares drank their shot glasses. The mares swallowed the liquid while tasting its' flavor on their tongues.
"It tastes...bubble gummy." Fond said while licking her lips.
"I say it's more...strawberry." Swoon said as she took a whiff from her glass.
"I say it's a rip-off." Dear said with a deadpan face. Before she could say anything else, she and the girls started to feel a strange yet warm sensation in their stomachs. At first, it didn't really bother the girls as they thought it was nothing. That was until the warmth started to travel throughout their bodies. The mares felt their bodies heat up and yet they don't feel any amount of sweat.
"W-what happening?" Dear said as she became dizzy. She started to wobble for a bit until she regained her balance.
"I-I don't know, maybe it's the potion kicking in." Swoon suggested.
"I'm feeling like I'm burning up, girls." Fond said as she fanned herself with her hand. All of a sudden, the girls felt their chests getting tight from the towels wrapped around their bodies. They tried to readjust their towels, but the girls' chests only felt tighter. They all began to tug at their towels until the towels fell to the ground. Much to the girls' surprise, they watch as their bodies started to change. Their breasts increased in size and weight. The girls' breasts expanded up to several more cup sizes. Their tits inflated and puckered out as if they were getting aroused from the expansion. The girls felt their butts getting heavy as their butts too were becoming bigger. The girls then noticed that they were getting taller as they saw their legs increase in length. They could also feel their hips getting wider to reclaim balance from the other expanding body parts. Their facial features changed as their lips expanded for a bit. Even the girls' minds were adjusting as their minds went from panicking to actually enjoying the changes. The girls couldn't help but let out a lot of moans from how good the transformation felt inside of them. A few minutes passed and the sudden transformation was complete. The three mares took a good look at each other and were stunned at what they saw. They changed from attractive mares into sexy bombshells similar to mares in porn magazines.
The girls started to feel up their bodies to see how much of their bodies have changed. When Swoon cupped her breasts, she noticed that her breasts were now H-cups just like her friends. Swoon's breasts were so large that they were barely contained in her hands. Swoon gave her breasts a good squeeze and they were soft yet firm. Swoon rubbed her nipples to let out some moans from how good and sensitive her tits felt. Fond groped her butt cheeks to realized that they were now large and jiggly. She moved her hands all around her butt to see how malleable it was. Just for fun, Fond gave one hard spank on one butt cheek to see it bounce and ripple from impact. She couldn't help but feel good from the spank. Dear placed her hands on her lips to realize that they were soft and puffy. She licked her lips and they taste very sweet despite not having any lipstick on it.
"G-girls, what just happened?" Swoon said as she continued to grope her breasts some more.
"I think the potion we drank changed us." Fond said as she still fondled her butt a little more.
"At first, I was scared. But for some reason, I'm actually starting to like it." Dear said as she smiled. When Dear turned to her friends, she stopped when she saw Swoon's puffy lips. Dear licked her lips again as a naughty thought came to her. Dear slowly approached Swoon to gently place her fingers on Swoon's lips.
"Um, Dear, what are you doing?" Swoon said as she felt Dear's fingers moving around her lips. Swoon also noticed that Dear had pink hearts in her pupils.
"Mmm, Swoon, I never noticed how tasty your lips looked." Dear said as she moved closer to plant her lips on to Swoon's. Dear's sudden kiss shocked both Fond and Swoon. All three of the girls only made out with each other to practice kissing Feather Bangs and just for the fun of it. Swoon's eyes also formed pink hearts in her pupils and Swoon was starting to act thirsty just like Dear. Swoon wrapped her hands around Dear to explore Dear's other parts of her body. Swoon started fondling Dear's butt and gave it a tight squeeze, making Dear moan while still kissing. Dear returned the favor by groping Swoon's breasts. Dear used her fingers to rub against Swoon's nipples, causing Swoon to moan in response.
"I want to join in too!" Fond said as she ran up to join in on Dear and Swoon's make-out session. Fond put her lips between her friends' lips and they went on with their three-way kiss. The girls took the opportunity to squish their boobs together with their erected nipples rubbing each other. Before the girls' make-out session went on any further, Swoon's phone ringed to alarm the girls. Swoon checked her phone to look up in surprise.
"Feather Bangs is almost home!" Swoon said with delight.
"He'll definitely be surprised with our new bods!" Fond added.
"We better put on our new outfits for him!" Dear said as she and her friends rushed to their shopping bags to bring out their clothes.
Feather Bangs walked down the towards his house. Feather had on a decent, blue dress shirt and black pants. He held a bouquet of flowers in one hand as he thought it would be polite to give these flowers to his three mares for their herdiversary. He guessed that his marefriends prepared dinner for him and they would all snuggle up in their bed afterwards. Feather couldn't help but feel grateful for being together with three beautiful mares. Most males would be envious to be in Feather's position. Feather finally arrived to his home and opened the door. He saw that the dining room was already decorated in a romantic setting and his favorite dishes were placed on the table. Feather thought the only things that were missing were his three mares.
'Perhaps they're still getting ready.' Feather thought as he continued to look around.
"Girls!" Feather called out. "I'm home!"
"We're in our room, Feather!" Swoon called from the hallway. "Come inside!" Feather got excited as he thought the girls might want to have some fun before dinner. He placed the flowers in a nearby vase and hurried into the bedroom. He entered the room to notice that it was completely dark inside.
"Girls?" Feather said as he took another step. All of a sudden, Feather felt himself getting magically lifted from the floor and thrown on to the large bed. Before Feather could get up, he felt something heavy holding him down. "W-what's going on?!" Feather said in panic.
"Don't be alarmed, Feather." Swoon said in a sultry tone. Feather stopped when he heard Swoon's voice.
"It's just us." Fond said from the left side of Feather.
"There's no need to be scared." Dear said from the right of Feather. Dear's horn shined and some candles lit up around the bedroom. Feather was shocked from what he was staring at. All three of his mares had large breasts, large butts, and increased heights. Feather couldn't help but blush from seeing what his mares were wearing. They wore some sexy looking lingerie bras and panties. But with the mares' increased sizes, the lingerie looked more like extremely small micro-bikinis on them. The bras did little work of covering the mares' large tits.
"Do you like our new looks, Feather?" Swoon asked while she put an arm behind her head.
"Girls? What happened to you?" Feather asked.
"We sipped a special potion and it made us like this." Fond said as she moved closer to Feather, making her breasts bounce from each movement.
"Now we look and feel sexy." Dear said. She looked down to Feather's crouch to see a large bulge poking upwards. "My, my, a certain stallion must be really excited to see us like this. Let's see what's under the hood." Dear lit her horn again and Feather's clothes were teleported off of him. The girls were surprised to see Feather's large boner for the very first time.
"Mmm, that's such a nice rod, Feather." Swoon said as she place her hand on Feather's dick to give it a small rub. This made Feather quiver a bit from how sensitive his dick was. "Before we get into some real action, let's start off with a nice kiss." Swoon planted her lips on to Feather's and they began to make-out. Swoon suckled on Feather's lips and used her tongue to explore all parts of his mouth. She even moved closer to Feather to have her large breasts cushion against him. At the same time, Fond and Dear moved towards Feather's dick to give it some nice smooches with their big lips. Feather was lost for words from what was happening to him. He felt Swoon's skilled tongue wrestling with his tongue. Swoon's tongue was already wrapping around Feather's. Feather tasted the sweetness of Swoon's lips and felt how soft those lips were. Feather then felt Swoon's soft breasts and erected nipples rubbing against him. To Feather, those breasts felt like fleshy clouds with harden tips. He could also feel Fond and Dear's soft lips kissing all over his shaft and tip as if those girls were competing. The kisses on Feather's dick started to make Feather feel a bit strange. He felt a warm sensation on his shaft. With Feather feeling more arousal, his dick started to increase in length. Fond and Dear were surprised from the dick's change in size.
"Hmm, you must be really be excited from our kisses, Feather." Dear said as she started kissing on Feather's tip.
"Dear, let me have some of that!" Fond said as she moved Dear aside. Fond immediately inserted Feather's entire dick into her mouth to suck on it. Feather could already feel his dick getting licked by Fond's skilled tongue.
"Now you're hogging it all!" Dear said as she pulled Fond away. Both Dear and Fond began to use their tongue to lick all over Feather's dick. They could feel the veins on Feather's dick pulsing as it was almost ready to shot out its' load. Feather tried to hold back from ejaculating, but the girls' kisses were making it extremely hard.
Swoon removed her lips from Feather's "It's okay, Feather." Swoon said with a tender smile. "Let it all out." In a split second, Feather shot out cum from his dick. The girls were amazed to see all of the cum shot out of Feather. Dear and Fond had their mouths open to taste the falling cum. Feather continued to shoot out several more loads from his dick. He was surprised that he could release that much cum. Feather remembered when he was younger that he could only shoot out a few squirts from jerking off. Now here Feather was, shooting out cum like a garden sprinkler. Several more loads of cum were released before Feather's dick stop. Swoon's back was covered with a few drops of Feather's cum while Fond and Dear were almost completely drenched.
"Wow, that was amazing." Swoon said as she removed herself from Feather.
"I'll say, it feels so good all over me." Dear said as she licked her lips.
"Too bad the cum stained our undies. Better strip!" Fond said as she and the rest of the girls started to remove their bras, causing their breasts to bounce repeatedly. Seeing the girls' full-naked bodies made Feather blush and his dick once again rose up.
"Sweet Celestia," Swoon said in shock as she saw Feather's dick. "Your little buddy really knows how to recover from all of that cumming." Swoon moved closer towards Feather's dick so her face was very close to it. "You enjoyed my tits, Feather. Let's see how much little Feather enjoys it." Swoon proceeded to put Feather's dick between her massive breasts. She moved her tits up and down to give Feather's dick a titfuck. She even took the chance to lick the tip and savored the flavor. While Swoon was occupied with Feather's dick, Fond and Dear moved up towards Feather's face to smother him with their large breasts.
"Does it feel good, Feather?" Fond asked while using her breasts to rub Feather's face.
"Do you enjoy how soft our breasts are?" Dear asked as she did the same. Feather felt so overwhelmed by the overall softness of Fond and Dear's breasts on his face and Swoon's breasts on his dick. Fond inserted her nipple into Feather's mouth.
"Go ahead, Feather. Suck on my tits." Fond suggested.
"Suck on mine too!" Dear said as she also moved her nipple into Feather's mouth. Feather began to suckle on the two mares' tits and he started to taste milk. Feather couldn't help but enjoy the sweet taste of Fond and Dear's breasts milk. Feather's tit-sucking made Fond and Dear moan from how good Feather was at sucking on them.
"Oh Feather!" Fond cried out in pleasure. "You're sucking so much!"
"Keep sucking, baby!" Dear said while letting out some more moans. Several more minutes passed and Feather continued to suck on Fond and Dear's tits.
'Wow, I can't believe the girls' breasts haven't emptied out yet.' Feather thought while still sucking on the girls' tits. His thoughts were interrupted when he felt his dick getting ready to climax thanks to Swoon's tongue and titfucking.
"Come on, Feather." Swoon encouraged. "I want to taste your load." Swoon said before she inserted Feather's dick into her mouth. Feather shot out more loads of cum. Swoon swallowed the first few loads of cum. There was so much cum that Swoon had to remove her mouth from the dick so she could catch her breath. Feather's dick shot out cum in the air once again. The white juices splattered all over Swoon's face and it even stained her breasts. "So good," Swoon moaned as she licked the cum from her lips.
"Mmm, you look delicious, Swoon." Dear said as she and Fond went over to Swoon. They started to lick off the cum from Swoon's face and body, especially Swoon's breasts.
"Ah! Girls, what are you doing?!" Swoon said while letting out some moans.
"We're just cleaning you up, Swoon." Fond said as she suckled one of Swoon's nipples.
"That's what friends are for." Dear said as she kissed Swoon on the lips once again. As Dear and Swoon made out, Fond saw that Feather was still recovering from firing his loads. An idea formed in Fond's mind as she turned away from Feather to let him see her large, plump butt.
"How about you enjoy some of my plot while you rest up, Feather?" Fond said as she rubbed her butt on Feather's face. Feather felt the softness of Fond's butt and he decided to go along with it. He started rubbing his muzzle on to Fond's pussy to make her moan.
"Oh yes, Feather!" Fond swooned. "Keep rubbing!" Feather took it further by using his tongue to lick Fond's plot and pussy. His tongue glazed up Fond's neither region to make Fond feel bliss. Feather then began to insert his tongue in and out of Fond's pussy to give her a tongue fuck. Fond continued to moan as she was enjoying Feather's tongue penetrating her. Feather started to taste some pre-cum leaking out of Fond. He decided to escalate things as payback to Fond for making him cum. With Feather's tongue still in Fond's pussy, Feather spun his tongue in a circular motion. Fond cried out in pleasure as she felt a new kind of sensation from Feather's tongue. This was enough to make Fond ready to shoot out her load. "Feather! I'm gonna cum!" Fond warned before she released her cum all over Feather's tongue and most of his face. Fond fired a few more loads before she collapsed. Feather's face was completely covered with Fond's white cum. Dear and Swoon stopped their make-out session to see Feather and Fond finished with each other.
"That's one way for Fond to cum so much." Dear joked. She looked at Feather's crotch to see that his dick was erected once again. "Shall we have our fun with Feather now?" Dear said as she turned to Swoon.
"Indeed," Swoon said as she went over to Feather. She lowered herself so Feather's tip was only just touching her clit. "Let's start with some teasing before I ride you, Feather." Swoon began to grind on Feather's dick.
Dear picked up the worn out Fond from Feather. "I'll keep Fond warm while you two have your fun. But make sure you save some for me." Dear said as she snuggled up with Fond. Swoon slowly thrusts forward and back so she and Feather could feel the warm rubbing. Feather gritted his teeth as he was feeling every part of Swoon's clit lips. Swoon could already feel Feather's dick getting hard once again from her teases.
"I believe that should be enough, now we can begin." Swoon held Feather's shaft to allow herself to go lower until Feather's tip was entering her pussy. Swoon moaned a bit as Feather's dick felt tight inside of her. When Feather's dick was all the way in, Swoon began to move up and down to let Feather's dick pump in her pussy. Swoon couldn't help but feel so excited as she always dreamt of Feather being inside of her. Swoon took her time with Feather's penetration so she could savor this moment. She decided to pick up the pace with her increasing the speed. As this went on, Feather was mesmerized by Swoon's large breasts bouncing from Swoon's fast movements. Feather's erection stayed up thanks to Feather watching Swoon's boobs and his dick feeling all of Swoon's pussy. Feather felt like he was ready to let out some more loads from his dick. "Do it, Feather! Shoot your load inside of me!" Swoon begged. Feather immediately cums and Swoon hollered as she felt Feather's cum was released inside of her. Her pussy was leaking as there was so much of Feather's cum shooting out. Swoon also cummed and her love juices mixed with Feather's. Swoon panted heavily from all of the fucking she just did. She slowly removed Feather's dick from herself and collapsed besides Feather. "Thank you, Feather. That was amazing." Swoon moved up to peck Feather on his cheek. She remained beside Feather while she went to sleep.
"You did good as well." Feather said as he and Swoon bask in their afterglow. After an hour of rest, Dear moved up to Feather.
"Looks like you two had fun." Dear said as she took a full look at Feather and Swoon cuddling each other.
"Y-you can say that." Feather said while blushing.
"How about I ride on you for a bit?" Dear said as she got on top of Feather. She notices that Feather's dick is still limp from all of the cumming. "Let me rub you up to get you ready." Dear caressed the dick with her gentle hands before she grabbed a hold of it. Dear started to slowly stroke Feather's dick to make sure he feels every touch she makes. Feather was already entranced by Dear's magical touch as his dick already hardened and rose up once again. "There, that should warm you up." Dear moved on top of Feather and she immediately inserted Feather's dick into her pussy. "Aw! It's so hard!" Dear said. Dear moaned from each pump she made. Feather figured that Dear really wanted this judging from how fast she was going. Dear bounced up and down to feel Feather's dick fucking her. This allowed Dear's breasts to bounce as well, catching Feather's attention. Dear notices this and thought of an idea. She lights up her horn to levitate Feather's hands. The hands moved up and grabbed a hold of Dear's breasts. "I thought it would make things more entertaining for you if you played with my boobs while I fuck you." Dear said as she used her magic to make Feather fondle her breasts. Feather's hands massaged every part of Dear's breasts. To Feather, Dear's breasts felt like freshly-made dough being kneaded. Feather's hands then went towards Dear's nipples to give them some nice pinching. Feather could already feel Dear's nipples getting hard thanks to his touches. With Feather still doing his breasts playing, Dear quickly slowed down to start spinning her hips to feel a different sensation from Feather's dick. Dear spun her hips in a clockwise direction. She spun a few times before she went counterclockwise. After that, Dear went back into just pounding Feather. All of Dear's pounding made Feather's dick ready to climax. Dear was also feeling ready to unleash her load.
"Dear," Feather warned.
"I know, Feather!" Dear said happily. "Let's cum together!" Dear said before she yelled. Both Feather and Dear released their cum and Dear's pussy entrance was leaking cum from both ponies. Dear released Feather's hands from her magic. Feather and Dear ended up panting from their recent climax. Dear got up with Feather's dick out of her pussy. She collapsed on to the other side of Feather. "I was great in bed, wasn't I?" Dear asked with pleasing eyes.
"Yes you were," Feather responded. Dear slowly closed her eyes before she passed out. Feather spotted Fond as she got up towards Feather.
"I can't believe you three had fun while I passed out." Fond said as she pouted.
"Sorry, Fond." Feather said. "Swoon and Dear wanted to." Fond moved closer to she was sitting on Feather this time.
"They always say 'save the best for last'. I'll make this the best for you." Fond said as she lowered herself so Feather's dick entered her pussy. Fond pumped herself with Feather's dick just like Swoon and Dear. Fond could feel Feather's long rod squish between her pussy's walls. "Ah! Ah yeah!" Fond yelled out while she continued to thrusted with Feather's dick inside of her. Fond's wings couldn't help but go up from their response to Fond's arousal. Fond didn't mind as it just shows Feather how much he was turning her on. Feather could feel Fond's soft, bubble butt also pounding on to him. Fond moved down to give Feather a good kiss on his lips. At the same time, she rubbed her breasts on Feather's chest to make sure he feels up all of her soft melons. Feather felt Fond's nipples already getting hard. Feather took this opportunity by moving his hands down until they grabbed a hold of Fond's large ass cheeks. He squeezed Fond's cheeks to make her squeal a bit while she was kissing him. Feather went on to give Fond a nice butt massage while she was fucking him.
'Feather has magic hands,' Fond thought while she continued to kiss and fuck Feather. Fond then felt Feather's hands let go of her butt. Feather gave one stroke on Fond's wing and she moaned a bit while kissing. Feather guessed that Fond also has sensitive wings. He decided to use his hands to give Fond's wings a nice massage as well. This caused Fond to moan louder from how good Feather's touch felt on her wings. Feather continued to massage Fond's wings to make Fond feel more aroused. With Feather touching Fond's wings and his dick penetrating Fond's pussy, Fond could feel herself ready to release her load. Feather was also ready to ejaculate from feeling up Fond and hearing her moans.
"Yes, Feather! I'm going to cum! Let's let it all out!" Fond pleaded before she yelled out while her marehood gushed out white cum with Feather's dick still inside. Feather also shot his load and it leaked out of Fond's pussy as well. Fond soon fell asleep just like the other girls. Only this time, she was on top of Feather. With Feather being the last one awake, the only thing he could do was look up in the ceiling. He processed what just happened to him throughout the night. Feather's three mares transformed themselves into hot bombshells and they all had their way with him. Feather accepted this as he went to sleep along with his three mares.
Feather woke up from the bright morning sun. He wasn't able to get up thanks to something heavy on him. He looked up to see that Fond was still on top of him. Feather also saw that Dear and Swoon were still besides him since last night. Feather noticed that all three of the mares have changed back into their normal selves. Feather guessed the potion that they drank must've wore off. Fond started to stir up and she slowly opened her eyes.
"Good morning, Feather." Fond whispered quietly.
"Morning, Fond." Feather replied.
"Did you sleep well?" Fond asked.
"I slept...fine." Feather said.
"I bet the girls and I took a lot out of you since last night." Fond said.
"Yeah, you girls really did." Feather admitted.
"You weren't bad yourself." Fond giggled. "You filled us up real good. It's like I'm falling in love with you all over again."
"You girls are so great." Feather commented. "I wouldn't trade you girls with any other mare."
"Even if the princesses of Equestria offered sex to you?" Fond asked.
"I would definitely turn them down." Feather said.
"Thank you, Feather." Fond said as she laid her head on Feather's chest. She then got up from Feather. "So, want to have some early morning fun?"
"Sure!" Feather smiled.
"Do you prefer our sexy forms?" Fond asked.
"I thought that those forms you girls had were interesting, but we could do it without those forms." Feather said.
"Good," Fond said before Swoon and Dear got up as well. All three of the mares glowed pink and they changed back into their sexy bodies again.
"What?" Feather said with surprise.
"Apparently, we can now change into our other form thanks to the potion." Swoon guessed.
"That means more fun in bed, right?" Dear said as she and the other girls smothered Feather with their large breasts. The morning went on with some more love-making between Feather and his mares.
