Smolder answered the door. "Oh… Pinkie… what do you…?"

"Sorry Smolder. No time. We need to get downstairs fast." Pinkie declared.

"Why is that? And why is Ocellus on your back?" Smolder gasped.

"We need to get Ocellus downstairs." Pinkie replied. "Quickly before something bad happens."

"Not till you explain…"

"Twitch?" Rainbow asked trotting in from the other room having heard the door.

"Yeap." Pinkie replied.

Rainbow thought for a moment before trotting to Pinkie. "Ok. Pass her to me." Rainbow sighed.

"Why can't I…?"

"We agreed that you won't be allowed near him till we can confirm WHY you want to be near him." Smolder explained as she helped transfer the changeling.

Pinkie sighed and nodded. "Okey dokey lokey…"

Rainbow made her way downstairs as the others looked at Pinkie in concern.

"What did you do to Ocellus?" Sandbar asked.

"Oh… nothing." She giggled.

"Pinkie." Fluttershy sighed. "Please tell us the truth."

"Ok. I gave her a glass of special milk I had stashed away for special milk emergencies." She giggled.

"Of course you did." Everyone sighed.

Downstairs
Twilight quickly concentrated and used a technique Celestia taught her and split her mind so that she can focus on the spell as her body can keep track of what was going on around her.

She groaned as FrostBite continued to thrust into her throat. With each thrust he made into her mouth she tugged at the chain latched to her leg. She desperately wanted to find a way to get her leg free before attempting to find a way to get out from under him.

Unfortunately the chain was locked tight leaving her only the choice to either teleport out and risk taking him with her or let him do as he wished and try and unlock her leg. On top of that, her head was starting to feel light headed.

FrostBite let out a huff before pulling out and moving around to her back. Gasping for air Twilight took a moment to try to concentrate and undo the lock. She let out a soft moan as she looked back at her leg.

FrostBite however, took his time as he knelt down and licked Twilight's pussy once as his dick dipped into another pool of cum. Licking his lips FrostBite smiled at the taste before diving back in to thrust his tongue deep into her pussy.

Feeling the sudden intrusion of her pussy causing her to gasp and throwing her head back in shock. The sudden shock to her system caused her to lose her concentration on the lock.

Once more, as FrostBite thrusted his tongue into her pussy repeatedly Twilight's head started to become bleary with each movement of his tongue. Panting for air she lowered her head and tried to fight her body. "I can't believe this…" She moaned. "Either whatever was on his dick is getting to me… or he knows what my body wants more than anypony I was with."

FrostBite let out a soft growl that vibrated through her body. Twilight bit her hoof, trying to muffle a moan. As if sensing her enjoyment FrostBite pulled back and teased her clit before ramming his tongue back into her pussy, causing her to throw her head back with a loud gasp.

"Sweet Celestia. He's so deep. It's driving me nuts." She cried, her body thrusting back into him in reflex. Hoping he didn't hear she quickly bit her hoof again as a moan escaped her lips. "I have to get away from him before I end up going nuts." She moaned, splitting her concentration to focus on the lock as she continues fighting her urges

Sensing this FrostBite pulled back and placed his forelegs on her shoulders. Positioning himself he waited for her to give the signal that she was ready and wanted him.

Twilight moaned softly as she fought the urge to give in and beg him to mount her. "This is bad. A part of me wants him. But at the same time. I need to get free and undo that spell." She whimpered, as her hips shook as they moved into position for FrostBite.

Just as his dick pressed against her pussy, the door swung open and a particular pegasus bursted in. "Don't… move…" She froze as she held Ocellus at the reedy. Rainbow looked in concern at the two. "Twilight… are you?..."

"Shut the door Dash!" Twilight called. "Something's wrong with him!" At that Rainbow Dash stepped in tossing Ocellus at FrostBite as she kicked the door shut.

Seeing the changeling fly at him, FrostBite licked his lips and prepared to catch her.

Seeing her operatunity, Rainbow shot over and snatched the key for the lock before flying over to Twilight. "You have a lot to answer for."

"I… I know." Twilight sighed. "But for now…"

"We need to fix whatever you did." Rainbow finished as she undid the lock. With the lock undone she grabbed Twilight and quickly grabbed her before she was about to take off again.

However as she went to take off, FrostBite grabbed her by the tail and pulled the two back to him.

FrostBite dropped Ocellus to the side where she twitched in anticipation as he repositioned Twilight and Rainbow Dash so they were laying belly to belly.

"Got a plan to get out of this Twilight?" Rainbow asked in concern. "Because if I'm going to be plowed by FrostBite. I'd rather it be MY FrostBite and not this lust crazed beast."

"I have one idea. But our options are limited and I'd have to time it perfectly." Twilight replied as the part of her mind that was working on the spell let her know it was ready.

"Well what's your plan?" Rainbow asked.

Twilight gulped. "I… I have a plan… but…"

"Just tell me my part." Rainbow spat.

"Just stay calm. If I time this right… we'll be able to get out of this with our sanity intact."

FrostBite pressed his cock between them and started pumping, causing the two to moan as they felt their pussies rub against the large cock. As he pumped his hip between them he held Ocellus over them and started eating her out, using one claw to hold the girls in place.

Twilight bit her lips as she focused on trying to figure out the right timing. Rainbow Dash however was surprisingly not as turned on as she was. Moreover, she was surprised about seeing the look of annoyance at being forced into this position.

Twilight let out a soft moan as she felt FrostBite's cock throb against them with each thrust. Twilight closed her eyes as she timed the spell. As he pulled back and prepared to thrust in, Twilight released her spell combination. In seconds several things happened.

An unnoticed shadow drifted out of the room.
FrostBite released Rainbow Dash and held Twilight tight.
Rainbow Dash spotting the flash of magic and feeling him release her shot up snatching Ocellus away from FrostBite.
FrostBite slammed his hip forward.

As soon as FrostBite penetrated Twilight's pussy he let out a loud gasp as her eyes widened at realization of what just happened. As Rainbow landed and looked over gasping at what she saw. FrostBite climaxed into Twilight.

He pumped into her as he continued to cum. Twilight bit her lip as he pumped load after load into her depths. She watched in shock as her stomach slowly started to bulge as it was filled.

Twilight groaned as she felt something in her stir. Something she hadn't felt before. How deep he went with each thrust, how full he made her feel, and how gentle he suddenly was. Twilight hadn't felt like this with any stallion she was with.

It pained her to admit it. But compared to her last boyfriend… FrostBite was on a different level. Letting out a moan she moved a hoof to her stomach and felt FrostBite moving in her.

Rainbow recognized the look Twilight had on her face and carried Ocellus over. "Ok big guy." She told FrostBite. "Why don't you give Twi a break and help our little buggy here."

FrostBite pulled out slowly shooting a few streams onto Twilight. As he turned to Rainbow, the pegasus slid Ocellus onto the floor so her mouth was facing him. Taking the offer, FrostBite pressed his dick into Ocellus's mouth and started pumping.

Rainbow turned to Twilight and licked some of the cum off her stomach as she licked off her own face. "How do you feel Twi?" She asked, rubbing a hoof over her friend's stomach.

"I… I don't know…" She moaned. "I… this…" She moaned again. "It's hard to think straight. Everything I feel right now… it's like I never felt before."

"Yeah. Amazing isn't it?" Rainbow laughed. "Here, let me help you a bit."

"Rainbow wait!" Twilight gasped.

"What? Do you want to risk getting pregnant?"

"Look." Twilight sighed. "I know it's a risk having this much in me. But…" She paused and looked between her stomach and FrostBite. "I… I think I get why you girls want him so much."

"Well… his skills are a part of it." Rainbow countered, as the two watched FrostBite pump into the hungry changeling. "He's not like any stallion I met."

"You have a point. He did take special care of you." She replied. "And… it kinda looked like… he was being tender with Sunburst… until…" Twilight sighed. "I shouldn't have used that spell."

"Well the big question now is. What are you going to do?" Rainbow asked, as she licked up more cum.

Twilight thought for a moment before replying. "I… I want to repay him for what I did."

"Does that mean?" Rainbow asked softly as Twilight rolled onto her stomach.

Getting up Twilight made her way over to FrostBite as he climaxed into Ocellus. "First, I should help calm him down."

Rainbow licked her lips savoring the taste as she watched her friend. "You sure you're not doing this just to get more?"

Twilight froze and looked back before licking her lips in thought. Sitting next to Ocellus, she watched as the changeling started to inflate as FrostBite began to cum into her. "I… I don't…" She sighed. "Maybe a little bit of both I guess." She admitted. "I want to make up for what I did. But I also… I want to feel him in me again."

Rainbow made her way over next to Twilight. "Then why not join the herd? Then you can apologize all you want and he might even mount you any time you ask."

Twilight bit her lip at Rainbow's words. It was true that joining would offer those options. But… that also meant that she was giving into what her body wanted, and admitting she was wrong about him brainwashing her friends. Then again, would it really be that bad of an idea?

Taking a deep breath, Twilight moved closer to FrostBite's crotch. "I'm a little nervous about all this. But I feel… it's the right thing to do."

FrostBite slowly pulled out of Ocellus as he noticed Twilight moving closer. He looked at her as his senses returned to him. "T… Twilight?" He stammered.

Rainbow Dash smiled as she watched one of her friends willingly join the herd as the other lay there happily as cum flowed from her mouth. "It's ok hun. Twi just wants to make it up to you for the spell. And the gift." She teased."

"Rainbow?" FrostBite groaned as he looked between the three females. "What's going on? And what are you talking about?"

"Later FrostBite. Let's take care of your friend here." Twilight moaned, licking his dick.

"After she casted that spell earlier, you kinda went nuts. We had to get help so Twilight can undo the spell. And got a pussy full of you as a reward." Rainbow laughed.

Before FrostBite was able to protest, Twilight quickly took his length into her mouth and started to suck.

"Don't worry hun. She said she wants to…"

"Dragons are more potent than ponies!" FrostBite protested.

"Then how about you take me and help empty out the egghead?" Rainbow suggested as she licked her lips.

Twilight moaned softly as Rainbow moved over and licked FrostBite on the cheek. It wasn't hard for Twilight to guess that if any of her friends were to have his kids, Rainbow wanted to be the first. It wasn't that she was against the idea, and the fact that she was getting the chance to feel that tongue again wasn't a bad trade off either.

FrostBite thought for a moment as he looked around. "And what about…?"

"Oh. Don't worry about Sunburst. He doesn't look like he's in much pain or regrets what happened." Rainbow laughed. "So? How do you want us?"

"I guess…" FrostBite started before being tackled by Twilight and Rainbow. "The three of you can do what you want. After all, I kinda feel like I owe you this much at least."

"You did lose control." Rainbow laughed as Ocellus crawled over and started licking Twilight's pussy. "So you're going to let Ocellus have all the fun?" She teased, pressing her pussy against his tip.

With a sigh, FrostBite smiled at the girls and pulled Ocellusover to his muzzle, as she continued trying to lick out the cum from Twilight.

With a smile, Rainbow pressed herself down onto his dick. "That's it FrostBite baby. Show those girls a good time while you fill me up." She laughed. With a soft moan she started to move her hip as she started working his length.

FrostBite let out a soft moan as his free claw moved to Rainbow's hip as he worked Ocellus's pussy with his tongue. As he slowly worked the two girls, Ocellus continued eating out Twilight as the princess started making out with Rainbow Dash.

Upstairs
Smolder sat with the girls as Applejack kept an eye on Pinkie. "It's ok Applejack. Pinkie Pie isn't going to try anything."

"Nope." Pinkie cheered. "In fact. I should get back to work. My… customers are waiting for me." She giggled before bouncing out of the door.

"So… how do you think things are going?" Silverstream asked, looking at the basement door. "They've been down there for a while."

Gallus shrugged. "Don't know. But knowing Twilight and Rainbow… Everything should be ok."

"I'm more worried about Sunburst and FrostBite." Sandbar replied. "I heard that magic is a complicated thing, there's no telling what side-effects it can have. Especially when it's used on a pony."

"She's right." Applejack confirmed. "I recall when Starlight used that dang magic on me and the girls."

"Hopefully they're OK." Fluttershy whimpered. "But… I know Twilight will be able to fix everything." She said happily.

Castle of Friendship
Spike bit his lip before concentrating for a moment before blowing a stream of fire that caught the mare's attention and forced her to back off. "Please. Calm down." Spike spat. "First off. I'm saving myself for someone else. If you want action so much. You should find somepony else… or." Spike smiled before rushing out of the room. "I think I have something that might help!"

Sugarcube Corner
Flash groaned as he slowly opened his eyes and looked around. "Why do I feel like I just had the orgy of a lifetime and can't remember it?" He groaned as he sat up looking around. He rubbed his flank for a moment and frowned. "Next time. I'm turning down a drink offer from crazy. I might be able to remember the fun next time."

Crystal Empire
Cadence and Shining Armor whispered to each other as they made their way down the hallway. Once they arrive at the Crystal Heart, they agree to teleport to Ponyville and search for their missing daughter.

Author's Note

To celebrate 2000 views. An extra long chapter. Including some action.