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FrostBite growled as he pulled out and set Scootaloo on all fours facing the two sluts before thrusting back into her.

"What I wouldn't give getting fucked like that." Gleaming Armor moaned, as she sat back stroking her pussy with a hoof.

Hearing this compound with the show Flash was receiving, causing his still hard dick to twitch in excitement. As soon as it twitched he let out a moan as his dick started to glow before shrinking slightly.

"What a waste." Scootaloo moaned.

Hearing this, Gleaming smiled. "Would you like me to talk to Cadence?" She asked looking at FrostBite who nodded in return.

In a flash of light Gleaming was gone as Scootaloo let out a lustful moan. "Hope you don't finish too soon." Scootaloo teased. "Because after you finish fucking that spell away. I plan on milking that rod of yours."

After a moment, Gleaming appeared next to FrostBite and lit his horn. A moment later, Scootaloo moaned as she felt something slowly start to rub against her clit that wasn't there before. With a hint of realization she let out an excited squee. After a few more moments, FrostBite lifted her onto his lap so she could look down to see her quickly hardening dick and ping-pong sized balls.

Seeing this Flash's dick throbbed and shrank again at the sight of FrostBite's dick balls deep in her as her dick and balls grew at the same time his own shrank. "What did you do?" Scootaloo asked.

"Just transferred a spell from Canada that will make you grow a dick and balls that'll grow as Flash's dick shrinks. With an added effect." Gleaming explained before licking Scootaloo's newly grown dick. "Your dick and balls will grow till it reaches FrostBite's size. Oh I almost forgot. I know how to fix your wings."

Scootaloo let out an excited grin before moaning as FrostBite spanks her between thrusts. "Make it fast. I don't want to miss when he cums."

"Luckily that's a part of it. But when you suck him off. Make sure some get on that bite. You know what I mean." Gleaming informed before moving to rub against Flash's dick while she watched Scootaloo's.

Flash knew at this rate, his dick would be gone by the end of the night. And Scootaloo would have a pussy breaker of a dick. Just like her newly found lover.

With a final thrust, FrostBite climaxed in Scootaloo's pussy, holding her in place as he filled her and causing her belly to inflate. Once he finally pulled out he set her down and motioned for Gleaming to clean her as he moved to her mouth.

Smiling Scootaloo opened her mouth and took his soaked dick into her mouth letting him have his way with her mouth as she felt Gleaming start to lick her pussy as cum oozed out.

Flash whimpered as his needy cock throbbed for action as he watched Scootaloo slowly take more and more of FrostBite's dick. The mare choked at first but to everypony's delight, the cooking didn't last long. And she soon was taking it down her throat with little problem.

Thanks to her tight throat, FrostBite managed to get to the base before he started to cum. Scootaloo let out a soft pleased moan as she felt his dick throbbing in her as he stuffed even more into her. Carefully FrostBite pulled out as he fought the growing pressure that was building up in her.

As he pulled out cum oozed out of her mouth as she collapsed in a growing pool of mixed cum. She didn't even know when she started to cum. But knowing it was her stallion that caused her to cum just made her cum that much harder.

FrostBite moaned softly as he shot a few stands on her smiling face, getting some on her neck covering the bite mark he had left.

Falling back on his rump FrostBite panted and waiting to see what she'd do next. To his shock and delight Scootaloo licked her lips before flicking her tail. "You still have a hole you haven't filled." She groaned. "And I can see you still have more in you."

FrostBite smiled and kissed her forehead receiving a happy moan. "Glad to see you're back, Scootaloo. Rainbow would be proud of you." Hearing that, Scootaloo blushed as her dick twitched. "Let me give you a reward for beating the spell by stuffing your ass as requested." He said before moving into position and pressing his dick against her tail hole as Gleaming moved to suck Scootaloo off.

As FrostBite started thrusting into her Scootaloo let out a soft moan through her clenched lips. "Why don't you put those mouths of yours to use and catch any cum that drips out of Scootaloo." FrostBite instructed the two sluts. Essentially Gleaming moved to Scootaloo's face and got ready for the coming flood. "Go on and clean her up while you're there." Happily, Gleaming licked Scootaloo's face as Flash moved under FrostBite and went to work licking up the cum that dripped from Scootaloo's pussy.

After several thrusts, FrostBite felt the force of Scootaloo's already filled body as he pressed in more. Scootaloo moaned happily as she was stuffed again. Feeling the cum beginning to push up her throat, Scootaloo pulled Gleaming into a kiss letting the cum flow out into Gleaming's waiting mouth. At the same time Flash starts sucking Scootaloo's pussy as cum is pumped out of her, causing the mare to moan into Gleaming.

By the time FrostBite was balls deep, cum was freely flowing from both ends with each thrust. With every other thrust it seemed that Flash's dick shrank as Scootaloo's grew. It wasn't long that Flash was pitching Scootaloo plowing his mouth as FrostBite took his flank.

By the time FrostBite pulled out, Flash nearly turned into a cock addicted slut while Scootaloo had a dick and balls that rivaled his own. Standing over Flash FrostBite considered changing the pegasus's name before noticing the other slut was already hard at work licking and sucking Scootaloo clean.

Author's Note

With Scootaloo joining the family, things are getting interesting. Wonder how the other CMC members will react to seeing their friend. Or better yet. How will Rarity react if Sweetie joins?