The Carnival

Chapters

Fun for ALL the family! Wait...maybe not that last part.
Super Bimbo!
Curious Twilight is Curious
Ten bits for a "kiss!"
An Interesting Game
Big Dicks and Little Chicks!
Side Story: The Slutty Seductions of the Suddenly Salacious Silver Spoon, Sexy Suck Strumpet!
Enter...the MILFs! (With your dicks. In their asses. And mouths. And cunts. Not just by way of introducing them. You get the idea.)

Fun for ALL the family! Wait...maybe not that last part.

Twilight's ample D cups jiggled as she made her way down the stairs to the kitchen, clad in nothing but a very short bathrobe. The robe did little to hide her treasures as she took her seat at the table and pulled her first (of many!) cups of hot, black coffee towards her full, soft lips. "Spike!" she called out. "Spike! Where are my papers for the Carnival?"

Spike, having matured in the last month and exceedingly sick of being rock-hard for the last few days by his older sister's skimpy "attire," called out tiredly from the dining room, "They're on your left, next to your plate! Lift your boob!"

Twilight looked down, lifted her left tit out of the way, and grinned sheepishly. "Thanks, Spike!" She put on her reading glasses and began perusing the papers. Everything looked to be well in hand. The constructions had gone off without a hitch, all the permits were in order, now she just needed her friends to show up and not be airheads (for once!) and do their jobs.

About two hours later, there was a knock at the door. "Spike! Somepony's at the door!"

"I know, I know..." he grumbled as he went to answer it. When he first opened the door, all he could see were tits. After a few moments, he was able to wrench his gaze upward to the smiling face of Rarity. She was wearing a white bikini top that barely held her massive boobs in, a tiny black skirt that looked like it was juuust past her panty line (if she was even wearing panties!), and silk stockings that came up to mid-thigh. She'd finished the ensemble with high, "fuck me" stiletto heels, a glittering red that matched her lipstick.

"Why, hello, Spike!" she trilled musically. "Are you eighteen yet?"

Spike's mouth went dry. "Umm...y...yes?"

She reached down and ran a finger under his chin. "Then we might have some fun later!" She looked around. "Where's Twilight?"

"She...she's in the kitchen," he breathed, his mind aflame with the possibilities of some "fun" with the booby bimbo.

"Thank you, Spike~!" she waved at him airly as she bounced and jiggled past on her way to the kitchen of the Library, her spiked heels clicking on the wooden floor. Spike was rock-hard as his eyes were glued to her bouncing ass as she walked away. The tiny skirt she was almost wearing did little to hide her lady parts from behind, riding as high as it did, confirming his suspicions of her "underwear arrangement." He rushed upstairs for his third cold shower of the morning.

Meanwhile, Twilight looked up from her reading when the busty unicorn came into the room. "Oh. Hey, Rarity." She glanced at the clock. "You're late."

Rarity went straight to the coffee pot and poured herself a cup. "I know, darling, but I had the most tiring day before, so I needed the extra sleep time!" She sat down daintily and crossed her legs before taking a sip from her cup, smirking over the rim at her alicorn friend.

Twilight returned the smile. "And by "tiring" may I assume you mean a few dozen cocks?"

Rarity waved a hand. "Oh, not quite a few dozen, dear. A lady needs her rest!" She let out a small burp, which she covered with a hand. "Excuse me, Twilight!" She ran that same hand over her slightly protruding stomach as her eyes went misty with memory. "So much delicious cum..."

Twilight was in the middle of thinking of a sassy retort when they both heard a frantic, "Gang way!!" and a crash from the opposite window. They both looked up to see a prismatic pegasus wedged halfway through the kitchen window, struggling in vain to slip through. It was a miracle her giant tits had made it, but her generous, bubble ass had not complied.

"Rainbow!" shouted Twilight. "How many times have I told you to use the freakin' door?!"

"I know, I know," she replied, giving a lopsided grin and placing a hand behind her head. "But that way is so BORING! I always need to make a grand entrance!" She took a moment to push against the window again, but she was stuck tight. As her friends watched her with flat expressions, she finally turned red and mumbled, "Okay, I'm really wedged in good this time. Help a sister out?" she pleaded.

Twilight took her time studying her over the rim of her coffee cup. Then she said, "Hmm...no. I think I'll leave you there for a while, just to teach you a lesson."

"Aww c'mon!" Dash cried. "I'm not wearing any panties under this skirt, and my ass is pointed towards the street!"

"Not my problem," Twilight smoothly replied. Her eyes brightened. "In fact..." Her horn glowed, and several magic sparkles could be seen through the window.

Dash whipped her head around, trying to see behind her. "What just happened?! What did you do?!"

Twilight got up and poured herself another cup. "Oh, something I think you'll enjoy." She turned back to the pegasus. "While you're stuck there, of course."

"Bitch!" cried Rainbow. She looked at Rarity and made puppy dog eyes. "Rarity? Old friend? Little help?" Dash instantly put her hands over her mouth, because she knew she'd just dun fuuuucked up!

"OLD friend?!" snarled Rarity. "I'm only six months older than you! Stay there until you learn some manners!" With that, she tossed her head and turned away.

Rainbow sighed and propped her elbows on the sink, resting her chin on one of her hands. "Cunts..." she whispered under her breath.

Just then they could hear a muffled "Whut in tarnation?" and then the front door to the Library opened. All three turned to see a very puzzled Applejack walk into the kitchen, followed by a very bubbly Pinkie Pie and a sedate Fluttershy. Besides her trademark Stetson, Applejack had taken to wearing her cowgirl shirts a size too small, tied up beneath her now-massive tits. Instead of the jeans she used to wear, she was now sporting a scandalous pair of Daisy Dukes, short-shorts, that did little to hide her ass cheeks as they jiggled and bounced. Her long, smooth, tanned legs were bare and ended in her usual scuffed boots.

Pinkie's clothes were not much different from before the Change. She'd always favored skimpy outfits, being the Party Pony she was, and her...ahem..."adult" parties had been the stuff of legends! Today she was wearing a middie pink tshirt that barely covered her now larger boobs, with the word "Bimbo" splayed across it in yellow. Her mini-mini skirt seemed like an afterthought, as it did little to hide the tight pink and white striped panties she wore over her bubble butt. She was wearing white stockings that came up to midthigh, with candy patterns on them, finished with sparkly running shoes.

Fluttershy wore the most revealing outfit of them all: a long white sleeveless gown that was practically see-through, slit all the way to her hip, and cut so low in the front that her tits were spilling out on full display. Underneath it, she wore a black garter belt and stockings, white panties, and stiletto heels. All three looked at Rainbow, who gave them a half-hearted wave, then they sat down at the table with Twilight and Rarity. "Afore Ah ask why Dash is stuck in the winda with a big neon sign pointed at her ass," began Applejack, "Ah needs me a strong cuppa coffee."

Dash startled. "I'msorrywhatnow?"

"There's a sign pointed at your ass, Dashie!" chirped Pinkie. "It's drawing quite a crowd outside!" She turned to Twilight. "Ooo! Ooo! Can I be next?"

Dash's eyes grew wide. "What...what kind of sign?"

Applejack took a sip from her coffee and looked at Rainbow. "Neon sign." She stretched her arms out. " 'Bout yay big. Sez "Cockhole" in red an blue flashin' letters."

As Rainbow spluttered and gasped, Twilight turned to the blonde pony with a smile. "Speaking of 'yay big,' how is your brother?"

Rarity leaned forward. "Yes, indeed! DO tell!"

AJ smirked and took her time answering as she sipped her coffee. "Fine and dandy." Her eyes grew misty. "Ah dun lost count last night all the ways he made me cum! He's well hung, thick as mah arm, and randy as a mountain goat!" She closed her eyes, lost in the sweet memory. "Cum so hot an' creamy, it slid down mah throat like butter...!" She shivered and her nipples hardened, poking out her too-tight shirt. Her voice grew softer, and she ran a hand over her breasts. "Then, he flipped me over like Ah weighed nuthin', an started poundin' mah asshole with his monster cock! It felt so good, Ah damn near passed out!" She bit her bottom lip and her breathing increased as she kept speaking. "He musta pumped a gallon o' hot cum inside of mah ass when we both came screamin'..." She had unconsciously been running her hand over her snatch as she was speaking, then startled, opened her eyes and looked around at them all. "Y'all are droolin.' " Every mare in the room had been leaning forward, rapt expressions on their faces and mouths hanging open.

"...lucky bitch..." whispered Fluttershy.

Applejack regarded her, with one eyebrow arched. "Whut was that...sugarcube?"

The yellow pegasus blushed and looked away. "Nothing..."

Twilight sucked the spit back into her mouth and loudly cleared her throat. "Ahem! Well! That's why we're all here!" She picked up the papers and straightened them, trying to look dignified. "As you all know, there's an unfair proportion of mares to stallions in this town, which is why we need a plan to get as many of them "with" us as we can."

"You mean to "fuck" us," said Fluttershy. They all turned and stared at her. She returned their gazes without blushing. "What? I like it when stallions fuck me."

"Me too!" cried Pinkie, giving Fluttershy a booby hug, nearly smothering her. She turned brightly to Twilight. "So, what's the plan?"

Twilight tore her gaze away from her "quiet" friend and said, "Umm, well, with the upcoming Fall Harvest Festival, I have laid out plans for a couple of booths which we can all run, but the catch is they'll all be sexy games!"

"Like what, dear?" asked Rarity.

Twilight put on her reading glasses and looked at her notes. "First, there's the Kissing Booth." She looked up at Pinkie and Fluttershy. "You two can run that one first."

"YAY!" cried Pinkie. Fluttershy merely smiled.

"Then," continued Twilight, "there's Baby Oil Twister." She looked up. "We need somepony limber and athletic for that one." She glanced at Applejack. "You good for that?"

AJ smiled. "Hells yeah!"

"Good! We could use one more." They all turned around and looked at Dash.

Rainbow flipped a hand nonchalantly. "Yeah, yeah...sound like fun. I can do tha...oh..oh...ahhh...ahhh...!" Her eyes rolled up in her head and her tongue lolled out.

"Dashie? What's wrong?" asked Pinkie.

"Some...one...started...fucking...me!" she panted. She put her head down and braced herself against the sink. "Ah! Ah! Ah! Keep going! More! MORE!" moaned Dash.

Pinkie rounded on Twilight and fell to her knees. "Twilight! Please, please oh PLEASE can I be next?!" But the purple alicorn's full attention was on Rainbow, and quite likely didn't even hear the pink pony's plea.

They all startled when she yelled, "No! he's pulling out!" She arched herself back towards the window to scream, "Don't you dare stop, you bastard! I haven't cum yet!" Then her eyes grew wide. "OH! He...he's going for my ASS! He's sticking his cock in my ass!" Whoever it was started pounding her harder, for she was rocked back and forth and the window began shaking. "Yes! YES! Deeper! Harder! Wreck me!!" screamed Rainbow.

The ass fucking was the final straw for the pegasus, for after about a minute her eyes rolled up in her head again and she screamed one last time, then slumped forward, completely passed out. Twilight's horn glowed, and she was teleported out of the window and onto a couch, where she lay asleep with a goofy smile on her face. Twilight cleared her throat.

"Right! Now that we're all no longer distracted, are we agreed on the assignments?"

With an effort, everymare drew their attention back to Twilight, and nodded their agreement. Rarity, however, raised a hand.

"Yes, Rarity?" asked Twilight.

She sat up straight before she spoke, and said, "While it's all well and good we are providing this opportunity for ourselves, should we not be also be thinking of our younger sisters? They're in the same, "not-enough-males" situation we all are."

Twilight raised her eyebrows. "I didn't know they were old enough! Of course we should include them!" She turned her attention to Applejack. "Is that the same for Apple Bloom?"

Applejack drew herself up proudly. "Mah little sister is old enough, but she ain't gonna be no bimbo! Ah'm raisin' her to be a decent, respectable pony!"

There was a beat of complete silence, then every pony in the room burst out laughing, including Applejack. Wiping the tears from her eyes, she managed, "Ah don't know how Ah was able to say that with a straight face! If'n it'll buy me some extra time wit Mac, Ah say let her play at the Festival!"

Rarity stood. "Well then! Now that we've decided..." She turned towards the door and headed for the stairs up to Spike's room. Before Twilight could ask her what she was doing, four stallions walked into the Library.

One took off his hat and tipped it. "Morning, ladies." He indicated his companions. "We were all wondering...is the mare in the window coming back any time soon? We...didn't get our turn."

All four mares stared at them and licked their lips as they looked at their crotches. While not as big as Big Mac (who else was?) they all seemed to be sporting decent packages. Twilight stood and let her bathrobe fall to the floor. "She's...indisposed..." The other three stood as well, picking out their targets. Twilight's voice grew sultry. "But perhaps...we can accommodate you four gentlecolts?"

All four mares were face down ass up on the table, being fucked from behind.

"Meeting...adjourned..." panted Twilight.

Super Bimbo!

Spike stood looking out the window of his newly-installed bedroom of the Library, the one he'd insisted on once the Change had taken place and turned every female into a huge-breasted bimbo, including his older "sister." As far as he could tell, the pony males of the town hadn't changed much, other than the fact they all seemed to be walking around with constant erections and shit-eating grins. As for himself, he'd grown significantly taller, but he was still only at eye level to most bimbo's boobs, which made going outside for errands a trying fucking ordeal! Everywhere he looked, it was tits here, uncovered asses there, or even worse, some of the most decadent outfits he'd ever seen outside of Nightmare Night. Whoever had made up the phrase, "It is more enticing to conceal than to reveal," had (a) been a male, and (b) knew what the FUCK he was talking about!

He turned away from the window, went to his desk, and tried to distract himself with some of his newest comic books, but this soon proved to be futile. He'd never quite noticed before how all the heroines in his comic books seemed to favor skintight uniforms, and instead of following the so-called themes of the stories, he found himself tracing every luscious curve of their buttocks, their tits, their full lips...

He was just about to tear the comic up when there was a quiet knock on his door. His ears perked up and his heart started racing when he heard, "Spike? It's Rarity. May...may I come in?"

He cleared his throat. "Umm...sure! Come on in."

She slowly opened the door and clicked in slowly, her heels making sensuous sounds on the floor. She smiled when she saw him. His eyes were instantly drawn to her massive tits (which of course she noticed) and her smile grew wider. She looked around at his bed, the desk, at the clothes strewn about the room, and finally, her eyes settled on him. She closed her eyes and took a deep breath. "Mmmm...it smells like a male in here..."

Spike blushed furiously. He jumped up and began picking up his clothes. "Sorry, Rarity! I haven't had a chance to do laundry this week yet..." But she held up a hand and stopped him. She reached into the dirty pile of clothes he was carrying and plucked out a tshirt. Without taking her gaze off him, she used both hands to crumple it up to her face, then closed her eyes and deeply inhaled.

She visibly shuddered and her eyelids fluttered. "Oh...yes!" She took a few faltering steps backward, just barely keeping her balance. "That...male...musk!" she whispered. Spike watched her with his mouth hanging open, and a tent growing in his pants. She stumbled over to his desk and managed to sit in his chair without falling.

Still holding the pile, he frowned slightly and said, "Are you okay?" She nodded and held up a hand.

"Give me a minute, dear...that was...intense!" She gave him a half-lidded stare. "You have...a unique scent, my friend." Then her eyes grew wide as they wandered down past his waist. "Sweet Celestia! What you hiding in there?!" She pointed at the thick bulge that was ending somewhere past his knee. The dragon blushed even harder and shifted the pile of clothing down so it covered his waist.

"Nothing!" he hastily replied.

Rarity leaned forward, an eager gleam in her eyes. "Honey, that's not "nothing!" Does Twilight know?"

Spike looked away, clearly embarrassed. "She...doesn't think of me "that way," so of course, she hasn't noticed."

Rarity sat back up, keeping her knees demurely shut. "Oh." Her mind was aflame with the possibilities of the fun she could have with him and that BEAST between his legs, but she sensed his conflict. So she quietly asked, "Would...it be alright with you if...if I thought of you...that way?"

Spike's head jerked back towards her. "Are you serious?" She smiled and nodded. Then she got up and clicked her way over to his bed, while he remained as still as a stone and watched her. She bent down at the waist, feeling his eyes eating up the sight of her ass, and tested the springiness of his mattress with one hand. Satisfied, she turned and sat, then patted the space next to her. Spike dropped the pile of clothes and made his slow way over to her on stiff legs, his heart racing, while she waited patiently. As he sat down, he started to speak, but she laid a slender finger across his lips, and one against her ruby ones. Then she took his head in both her hands and lowered her face to his until their lips slowly met, with her eyes closed. Their breathing increased as the kiss became more sensual and as her tongue sought his, both their moans became louder. Without breaking their mouth's contact, she laid him back on the bed, then sat up, a small trail of saliva still connecting them.

He gave her a look of confusion at first until he saw her slowly begin to remove her top. She pulled down one strap of the bikini off a shoulder, then the other, holding the material against her chest with a hand, then let it fall. Spike gasped as he saw her exposed at last, double D cups defying gravity and with nipples as hard as diamonds. She took both his hands and placed them on her tits, then shuddered and moaned as he began to knead them. She reached down and placed her hand over his bulge, squeezing him through the fabric. "Spike..." she whispered. She couldn't wait a moment longer.

She slid off the bed and onto her knees in front of him, then grabbed the waistband of his pants. He lifted his hips as she pulled them down, boxers and all, and she could not contain a gasp as his cock popped up fully erect before her. It was even bigger than she'd hoped! Pulling his pants and underwear completely off, she threw them across the room and focused on her prize as her mouth began to water. "So big..." she moaned, running her fingers along its length. "May I taste it?"

"Rea...really?" stammered Spike, his eyes glued to her hot lips.

She giggled. "Of course, silly." She breathed her warm breath over it as she leaned in close, making it twitch. "Now, just relax while I mmph...!" still moaning as she took in her mouthful. Unlike a stallion's, Spike's cock had raised bumps all over it that tickled her throat as she slowly swallowed him over and over. She gently caressed his balls as she kept her hot mouth tightly sealed over his meat, licking and running her tongue all over it and getting it sloppy with her spit.

But Spike had endured almost two weeks of Twilight walking around the Library worse than naked, completely oblivious to his reactions to her, (and he had refused to jack off thinking about her) so he was extremely pent-up. The sight, sounds, and feel of a hot bimbo such as Rarity expertly sucking his cock meant he wouldn't last long, so after a few short minutes, he grabbed her by the head and began bucking his hips. Rarity sensed the incoming load and braced herself, gripping his hips, making sensual eye contact with him, and holding on. It was gonna be a doozy!

Spike's breathing increased to a fever pitch, and he threw back his head and screamed. Rarity closed her eyes, expecting a gusher of cum, but to her surprise, it was merely a normal amount, which she easily swallowed. Still, it was tasty, if a bit different from stallion cum, so she sucked the last of it from his cock and drew her head back, licking her lips. She smiled at him over it, and was about to speak, when Spike's eyes widened and he said, "Uh oh..."

"What's wrong?"

Spike quickly pushed her away and yelled, "It's not over!!" Before she could ask him what he meant, and why he'd pushed her, his dick erupted in a firehose of cum! It shot as high as the ceiling, coating it, the walls, and the stunned mare with a coating of his creamy goodness. "I can't make it stop! AHHHHH!!" yelled the dragon in ecstasy. A thick stream of it sailed out the open window, soon followed by several screams, a couple of "What the FUCK?!" and an "OH SHIT IT'S IN MY MOUTH!!"

As Rarity sat back on her ass watching him spray the entire room, there was a knock on the door behind her. "Rarity? Spike? Is everything okay?" a concerned Pinkie asked as she opened the door. Her eyes grew wide when she saw what was happening, then the light of battle grew within them! "Stand back!" she cried. "This cock is MINE!!" She leaped forward from her standing position, sailing majestically through the air. As she did, there was a flash of light as her clothes changed to a red, skin-tight costume, complete with a mask and cape. A bold "SB" was emblazoned on her ample chest as her eyes turned pure white and her mane became golden and wavy. Dramatic, inspiring music began playing in the background as she landed mouth-first on his erupting man-meat, and began sucking and gulping. The heroine's soft lips and tongue made the dragon cum even harder, but she refused to surrender! This foe must be vanquished! She held on with all her enhanced strength as the Dragon Cock, against its owner's will, fought back! They both rolled back and forth over the bed, then crashed against the walls, Pinkie never losing her hot, wet mouth grip on the defiant cock, sucking and swallowing everything it shot at her! The music kept growing and reached a frantic violin crescendo with each action movement!

After almost a minute, she finally pinned him on his back, still bobbing her head up and down on the cock and slurping and sucking, accompanied by the sensual sounds of a solo oboe. Defeated, the Cock's flow became less and less, then stopped. Spike stopped bucking his hips and sighed, as she continued to suck his cock, savoring every drop. When at last he was done, she slurped the last of it dry, then with another flash of light returned to her normal skimpy clothing and mane color, her eyes returned to their normal blue, then she pulled off him and sat back up on her knees, smiling down at him as he blearily watched her. "Mmm! Yummy!" she said as she rubbed her stomach and ran a finger over her soft lips, making sure she'd gotten all his cum. She got to her feet and went to the window. "Thanks, everypony!" she called as she waved to the full orchestra down below. They all saluted and waved back as they packed up their instruments.

As she moved to leave, Rarity stammered, "What just happe...how did you...?" looking from her, then out the window, then back at the party pony. Then she thought better of it as Pinkie was walking away, her naked, bubble ass bouncing and jiggling beneath her tiny skirt, then she stopped at her friend's question and looked over her shoulder at them both. "You know what? Never mind," continued Rarity.

Pinkie smiled and pointed at Spike. "His dick is still hard, Rarity, and I took the edge off of it." She giggled. "My work here is done! I think you can handle it from here."

Rarity turned and looked at Spike. His cock was indeed still hard and throbbing, and she hadn't felt those delightful bumps in her pussy nor her ass yet. Without looking at Pinkie she said, "Close the door."

Pinkie happily bounced down the stairs, singing to herself. When she reached the bottom floor, she was met by AJ, Fluttershy, and Twilight.

"Pinkie," began Applejack, "WHUT was all that noise up thar?" She indicated the window. "An' WHUT was that band doin', showin' up outta nowhere? Ah KNOW you wuz behind that!"

But Pinkie just smiled. "Oh, just a little "fun" between friends!" She winked at the girls and bounced away, still singing.

The three exchanged a look that said, "Why bother?"

Rarity licked her lips, then slowly approached the supine dragon. "Are...are you alright, Spike?"

Spike managed to open his eyes and smile up at the busty unicorn. "Yeah...that whole thing left me a bit worn out...but..." and here he looked down at his crotch, "I'm still good to go!" He then gazed hungrily at her, hoping she'd take the hint.

She did!

Taking only a moment to drink in the size of his massive cock, (and to picture what it was about to do to her!) she threw caution to the wind and slowly, carefully climbed on top of him. As she wasn't wearing panties anyway, there was no annoying underwear on her part to get in the way, only her very short black miniskirt and her thigh-high silk stockings. Keeping her eyes locked on his, she spread her legs and positioned her dripping pussy over his meat, then placed one hand on his chest and used the other to guide him to her hot entrance. Closing her eyes, she moaned as she slowly slid down, taking inches and inches of throbbing dick inside her tight, slick hot depths. Finally, just when she thought she'd reached her limit, his cock was fully hilted inside her, and she opened her eyes.

"Does...that...feel...good...Spike?" she breathed as she flexed her vaginal muscles around him. Instead of answering, he grabbed her hips and began thrusting as hard as he could! "Oh! Oh! Oh!" she squeaked. "More! MORE!" Her ass bounced off his thighs and her tits jiggled up and down as she was rocked by the monster inside her. The bumps along his cock were driving her mad as he reached places and stimulated pleasure points she didn't know she had! She threw herself down on his chest and locked her mouth on his, sticking her tongue down his throat as he kept pounding her. She felt her first orgasm approaching as her eyes rolled back and her moans grew even louder, so she sat up again, keeping her hands on his chest. It hit her like a thunderbolt, and she threw her head back and screamed, soaking his lap with her feminine juices.

But Spike wasn't close to finishing. She gasped as he surprised her by flipping her over on her back, then commenced to fucking her from above, driving her down into the mattress over and over again. "Spike!" she delightedly cried. "What...what are you doing to me?!" She wrapped her arms around his neck and threw her head back yet again, eyes rolling up and her tongue lolling out, as she spread her legs as far as they would go.

The dragon was like a machine! He grit his teeth and kept up his mad pace, plunging in and out of her wet pussy, filling the air with the slap! slap! slap! of their hips meeting, pulling back until he was almost free of her cunt then plunging back inside, over. And over. And over again! He leaned down and took in a mouthful of tit as he worked, licking and sucking on one nipple, then switching over to the other. His prehensile tongue was a whole new level of pleasure for the helpless mare, so her second orgasm was even stronger than the first. She couldn't even scream as her mind went blank, she could only keep her mouth open and her eyes shut as she rode it out. She wrapped her legs around his waist and tightened her grip to keep him still as wave after wave of pleasure threatened to damage her brain, and make her his complete slave!

After what seemed like hours, she came down and fell back exhausted. Spike stopped fucking her and began to tenderly kiss her neck, her face, and then her lips, which she gladly returned. But through her lingering haze of ecstasy, she realized something was wrong. Caressing his head, she whispered, "Spike? You...you didn't cum yet, did you?"

Spike smiled and shook his head. "That's okay, Rarity. It's enough that I made you feel good."

She frowned. "It is not okay, Spike! I want, no, NEED you to cum inside me!"

Spike stared at her. "Are...are you sure?"

She smiled and nodded. "Yes, Spike. Do whatever you want with me, as long as you will feel as good as you made me feel!"

Spike spoke one word: "Alright." Then he slowly pulled his dripping, wet, but still rock-hard length out of her and then climbed off the bed.

Rarity only had a moment to ask, "Spike? What are you...AHHH!" before she was pulled off the bed and onto her knees, facing away from him. She looked back over her shoulder and her eyes grew wide as he grabbed her by the ass and spread her cheeks, then she felt him line himself up with her ponut. She couldn't keep the grin off her face as her earlier dream was coming true, then she moaned as he slowly, carefully pushed his wet, throbbing cock into her willing ass. She could feel every bump as it slid along her anal canal, and she gasped as he continued to fill her more and more. How much was there?!

Just as before, when she thought she couldn't take another inch, he hilted himself. Ever the gentledragon, Spike grunted, "Is it, ahh! ...too...mmm ...much? Are...you....okay?"

Rarity slowly turned and stared at him, a feral gleam in her eyes. "I want you to..." Her gaze became even more intense as she uttered only two words: "FUCK ME."

Spike got a firm grip on her hips, slowly pulled back until he was almost out, then rammed himself home! Rarity screamed in pleasure as he began pounding her asshole, rocking her forward as her ass bounced with each violent thrust and her massive tits jiggled. Spike spread his legs and bent his knees to deliver even more power behind his cock. "So! Good! So! Tight!" he yelled. The huge-tittied bimbo could only squeak and yelp with each thrust, eyes once again rolled back and her tongue lolling out. Saliva dripped off her chin and coated her tits as she arched her back, being pounded without mercy. "Do...you...LIKE...it?!" cried Spike as he kept plunging in and out of her, then he slapped her ass, leaving a red mark. This caused her to scream in pleasure once again. So he spanked her again, and this time her reaction was greater, as she gushed marecum in her orgasm. Feeling emboldened, he reached up and grabbed her mane, causing her to arch her back even further as she was being totally dominated.

"Yes, Spike! YES!! Fuck me harder!!"

Spike tightened his grip on her mane and demanded, "You...LOVE...my cock...in...your ass, don't...you?!"

"YES!! Please, SPIKE! Cum in my ass!!" she pleaded.

He released her mane and grabbed her by the hips again. He closed his eyes as he felt his own at last approaching, his pleasure growing with each and every thrust. "Here...it...COMES!!" he screamed as he unleashed his load deep inside her ass, also bringing her to a powerful climax as she was filled with his warm seed. Though not as extreme as it was before, he still pumped and pumped load after load inside her depths, until he pulled out and shot the remaining cum all over her ass, her back, and all over her mane.

He finally stepped back panting, as the slut lay limp upon the bed, still shaking as she rode out the aftershocks of her last orgasm. After a few moments, she struggled to sit up on her elbows and look back at him over her shoulder with a weary expression. "That...was...INCREDIBLE..." she whispered.

Spike put a hand behind his head and gave a lopsided grin. "Yeah, well... I was a little pent up. You have no idea what it's been like around here with Twilight walking around half-naked for the past few weeks."

"A little?!" She strained to turn around and sit down properly on the bed. She smiled at him. "I'm just glad I was able to help you out." At these words, her eyes widened, then her pupils shrank to pinpricks, for she saw his dick growing hard again.

"...oh dear..."

It was a bowlegged but very satisfied Rarity that staggered down the stairs an hour later. Her mane was a mess, her bikini top was hanging off one shoulder, and she reeked of dragon-cum.

And she couldn't be happier.

She needed to brace herself against the stair's railing and then the walls to keep from falling as she made her slow way out of the Library, but not before Twilight noticed her.

"Goodness, Rarity!" exclaimed Twilight. "Are you okay?"

Rarity offered her a weary but contented smile as she slowly opened the door. She looked back at Twilight as she moaned, "I...I'll be back to take on Spike again soon." She sighed as her eyes grew dreamy. "That beast between his legs still needs to be tamed!" With that, she left, leaving a very confused Twilight behind her.

Curious Twilight is Curious

Twilight watched the busty unicorn stagger out the door and down the street, then she turned and looked up the stairs towards Spike's room. Spike? "Beast between his legs?" What in the wide world of Equestria was she talking about?

Quietly, the purple alicorn began to climb the stairs, her bare feet pressing silently on the hardwood. She pulled her meager robe tightly about her, though it was so short it did little to cover her bubble ass nor her now enormous tits. While she now very much enjoyed flashing her body at every stallion she could since The Change, the thought that her own dragon brother could also be affected by her had never once entered her mind. Even so, she did think maybe giving him an eyeful of tit while she was trying to talk to him was probably a bad idea, so she gripped her robe tighter and knocked on his door. Getting no answer, she tried the doorknob. Finding it unlocked, she bit her bottom lip and pushed the door slowly open.

The first thing that hit her was the overpowering scent of...male! Spike's pheromones were drenching the room, and as she looked around she could see where he'd literally erupted jizz on the walls, the floor, and even the ceiling! "Sweet Celestia...what the hell happened in here?!" she thought to herself.

The second surprise she got was after she got her first good look at Spike. With a blanket covering him up to his shoulders, he was lying on his stomach, face-down on the bed, fast asleep with a very contented smile on his face. He looked so peaceful, she almost hated to wake him, but she had to know what Rarity had meant about this so-called "beast." As far as she could tell, he looked no different than he normally did. True, he was quite a bit taller, and now that she'd thought about it, it did seem he'd been avoiding eye contact with her the past couple of weeks, but she'd been so...ahem..."preoccupied" lately, she hadn't given it much thought. So she leaned down and reached out with a timid hand, gently shaking his shoulder. "Spike? Wake up, please...I need to talk to you." Spike grunted and swatted her hand away, then went back to sleep. Twilight frowned, then straightened upright. "Spike!" she yelled, stomping a dainty foot. "You wake up right this instant!"

At first, it seemed like he was going to continue ignoring her, but then he grunted again and turned over. When he did, her eyes became locked on a bulge that snaked between his legs and off to the side! "Where... where did that come from...?" she whispered. She looked from the bulge up to his face. He'd gone back to sleep, snoring with his mouth open, so she turned her attention back South. "That...couldn't be his...cock...could it?! I would have noticed before now..." Slowly, so as not to wake him, she went to her knees and leaned in close. It certainly looked like a cock through the blanket; there was the head, her eyes traced the enormous length down and back to his waist, and then there were two orbs that had to be his balls! She bit her bottom lip again and, keeping a cautious eye on his face for any reaction, she leaned in close and buried her face in his sac, taking a huge whiff. Her eyelids fluttered as she sat back. While her brain was trying to process this new information, her body had no trouble reaching a conclusion! Her nipples hardened, her pussy became wet, and her mouth began to water, so much so that a bit of drool slipped out one corner, all unnoticed by the busty bookworm. Still, there was one more test before she could be absolutely sure.

Firing up her horn, she tried to lift the blanket slowly off him, but her magic fizzled and went out. Frustrated, she tried again, but with the same results. Something in the room must be inhibiting her magic, or maybe something within her had changed? Either way, she'd have to find her answer the old-fashioned way, so again, keeping an eye on his face, she took one corner of the blanket and slowly, carefully lifted it until she could peer underneath it.

What she saw made her involuntarily gasp, so she slapped her free hand over her mouth. It was indeed a Beast: long, THICK, meaty, and veiny, covered in little bumps that ringed it all over. And what truly made her heart race was the realization he was now limp...Celestia only knows how big he truly is when aroused! No wonder Rarity was walking bow-legged!

As she knelt there mesmerized by his cock, she suddenly felt eyes upon her. She slowly turned her head to the right, then jerked back, dropped the blanket, and did all she could to keep from screaming: Spike was awake, and was looking at her! She flushed a deep red, and stammered, "S...Spike! I was just...looking...I mean, I didn't see anything!" Spike didn't answer her, just watched her, then pulled the blanket off himself. She gasped again as he was fully exposed, then her eyes widened as he began to harden before her. Stars appeared in her eyes as the Cock revealed Itself in all Its glory, as her mouth fell open and she once again started drooling. To her eyes, a Heavenly Light shone about it, and she could hear a celestial choir somewhere in the distance. A drop of precum appeared at the very tip, shining like the purest diamond, and her eyes were glued to it as it dripped slowly, ever so sloooowly, down the massive length.

With one hand, Spike gripped his cock and held it steady, and used the other to reach up and gently caress her cheek, then slipped it behind her head and lower it down. A small part of her knew this was still wrong, so she tried, "S...Spike...I...we...shouldn't...!" but she kept her eyes on his cock the whole time she was being drawn closer to it, and as she was about to touch it she opened her mouth and stuck out her tongue, as her hot mouth finally reached him and her lips wrapped around his thickness. She closed her eyes and gave in, taking more and more of him into her mouth until he was firmly seated in her tight throat. Now fully committed, she moaned and licked and sucked as he took his hands away and watched her making mouth love to his meat. The bumps on his cock tickled her throat as she began slowly bobbing her head up and down, savoring the taste and feel of her brother's dick for the very first time, but not for the last!

"Spike..." she whispered, as her eyes were half closed, staring lovingly down at his cock, "This is soo...wrong...(slurp)...but I can't...mmmph, mmmph, mmmph...stop...mmmm...mmmm...sucking (slurp)...you..." She took her left hand and fondled his balls as he spread his legs, adding his moans to hers. Her spit covered his dick and made it glisten and shine, wetting his balls as well and making it easier for her to massage them. She then grabbed his cock with both hands, pulled completely off it, kissed the tip, and whispered to him, "Do you like that, Spike? Am I making you feel...good?" He could only nod.

She smiled impishly and said, "I have an idea...sit up and face me." He sat up and turned to her, placing his feet on the floor while she remained on her knees. In a sultry voice, she said, "Lie back..." Once he leaned back on his elbows, she spread his legs and took off her robe, fully exposing her massive boobs. She ran her hands over them and gave them a squeeze. "You've been trying not to stare at these, haven't you? I'm sorry I didn't notice." She shuffled forward between his legs, leaned down, and wrapped her tits around his cock. "Time to repay you for that torture." She took him again into her mouth while squeezing her breasts together warmly against his cock and bobbing them up and down. She closed her eyes again and sucked and slurped, moaning as her pleasure grew, not only from the sensations of this MASSIVE cock in her mouth and rubbing against her tits but also the knowledge she was doing something she wouldn't have dreamed of doing only a few short weeks ago! Somehow, the wrongness made it all the more hotter, and she could feel her own orgasm approaching. When Spike reached up and grabbed her nipples, that was the tipping point! She screamed around her mouthful as wave after wave of pleasure hit her until she was again seeing stars! Marecum gushed down her legs as she squeezed her knees together, staining the rug beneath her with her essence and adding to the heady scent of sex already in the room.

But it wasn't over.

She'd barely recovered before the dragon grabbed her by the head and started thrusting violently, in and out of her hot mouth and down her throat. This kickstarted yet another round of orgasms within the helpless bimbo as her eyes rolled up in her head, and all she could do was endure the punishment as she was being used like a fuckdoll. Her pussy seized and convulsed when he yelled, "Twilight! I'm cumming! I'm going to cum in your mouth!" He threw back his head screaming and fell to the bed as rope after rope of creamy jizz erupted from his dick and down his sister's willing throat. She kept sucking and swallowing and moaning until she'd finished every drop. Once he sighed and relaxed, she still wasn't done, so she licked his balls clean, suckling one and then the other, then made sure his dick had no more traces of cum left, running her tongue up and down the length, sucking and lovingly kissing it. She sat up and smacked her lips. "So delicious!" She then snuggled up next to him on the bed.

Running a finger playfully around his chest, she whispered, "To think, all this time, I've been dreaming about having a go at Big Mac when the Best Cock® in Ponyville has been living under my roof this entire time..." She shifted her attention from his face down to his member and started stroking it. "I wonder what this would feel like inside me...?" she said, almost to herself.

"I can answer that!" said Spike as he sat up, grabbed her, and threw her on her back.

As he positioned himself between her legs, she spread them wide, wrapped her arms around his neck, and with a big, stupid, wide-eyed look on her face, she timidly said, "Sp...Spike? A blowjob is one thing...but you actually fucking your sister...is...is...OH!!" as he suddenly thrust inside her. She arched her back as she took in every inch of him, the bumps along his cock stimulating her cunt as never before! She folded her legs around his waist and dug her nails into his back as he built up a rhythm, her tits jiggling and shaking with every thrust. "Spike! More! Fuck me HARDER!!" she screamed.

He willingly complied, pounding her cunt with every solid, turgid, throbbing inch of his cock, a cock that had been teased by this mare (whether she knew it or not) for weeks! The satisfaction of feeling her tight pussy around his dick, at last, felt all the more gratifying, and even though he'd just spent the better part of two hours fucking his childhood crush's brains out, he found new strength buried in his bimbo of a sister. And she seemed to be enjoying it even more than him!

As if she'd heard his unspoken thought, she grabbed him by either side of his head, planted her hot lips on his, and drove her tongue down his throat. They kissed passionately as he continued to rut her, causing her to break the kiss and throw her head back, submitting herself fully to his domination. He then took in a mouthful of tit, sucking and nibbling on a nipple, being careful not to bite too hard. The Change must've made their boobs more sensitive, for she reacted the same way Rarity did: her eyes rolled up and she screamed, then he felt her cunt tighten even more around him as she came in violent waves. The sight of her eyes rolling back in her head and screaming drove him over the edge as well, as he closed his eyes and grit his teeth, pumping her full of his seed, until it dripped out and oozed all over her ass and onto the bed. He sighed and fell exhausted onto her tits and neck, trying to catch his breath, as she in turn heaved and shook, still cumming and squeezing him with her cunt, milking the last drops.

As he propped himself up on his hands and started to pull out, she tightened her legs around him and cried, "No! Leave it in...please?" She gazed lovingly up at him. "You feel so...wonderful! I don't want this to end...just yet..."

He smiled. "Whatever you want, Twilight." So he snuggled down on her tits while she wrapped her arms around him, and soon they were both fast asleep.

Later that day, Twilight was almost late for Opening Night of the Festival. She flew to where her friends were waiting, as walking was now not quite an option. They all looked up when she landed, and their eyes grew big when she did try to walk, which made them all exchange knowing glances.

"Wahl, Ah know it wasn't Big Mac, so who's got you walkin' all funny, gal?" smirked Applejack.

Twilight gazed pointedly at Rarity and said, "Only the best-kept secret in Ponyville."

Applejack, Fluttershy, and Rainbow looked from Twilight back to Rarity. Rarity in her turn stared at Pinkie and said, "We don't know what she's talking about, do we darling?"

Pinkie held up the snack she was eating and offered it to the others.

"Popcorn?"

Ten bits for a "kiss!"

Twilight cleared her throat to regain their attention, then said, "Alright, girls: the assignments are quite simple." She pointed at Pinkie and Fluttershy. "You two will be in the first booth for a few hours, or until you get tired." She smirked. "I don't suppose that last will be much of an issue." Before they could retort, she turned to AJ and Rainbow. "Booth Two will be handled by you both." She looked up from her extensive notes. "How will you two decide who goes first?" Applejack and Rainbow exchanged salacious grins.

"Don't you worry none, Twi! It's the 'Baby Oil' Twister booth, right?" She ran her hands over her tits, as Dash did the same. "We're gonna give them males a hell of a show afore they even git their pants off!"

Rainbow laughed. "That's right!" She stuck her tongue out at Fluttershy and Pinkie. "Betcha we make more bits than the two of you!"

Pinkie laughed along with her. "I just hope we all have fun, Dashie!" She looked at her booth-mate. "Right, Flutters?" But the butter-yellow pegasus' smile was far from friendly...in fact...it was...UNfriendly...

"Oh, I don't know..." she quietly replied as she locked eyes on her competition. "I've never had to work as hard as...someponies I could name, when it comes to catching male attention..." followed by yet another "smile."

At this last, both Applejack and Rainbow bristled and started forward, but Twilight quickly flew between them. "Girls! Save all that energy for the booths!" As she was trying to turn and push the angry mares off to their destinations, she glared back over her shoulder at Fluttershy. "You! Not helping!" Without replying, Fluttershy turned away and started to follow Pinkie, when something happened that made them all stop in their tracks.

A tall, grey mare walked up to them. Her mane was a bit longer than the last time they'd seen her, and she still wore that same simple frock she always wore, only now it was ridiculously short due to her tits having grown to be enormous. Her long, smooth legs tapered down to her bare feet, and the skirt part barely covered what was now a very sexy and round ass. She had the same, flat, emotionless expression she'd always had, but when Pinkie turned and saw her Pinkie gasped, then burst into tears, ran forward, and wrapped her arms around her. "Oh, Maud! What happened?! I've never seen you look so sad!"

In her usual monotone, Maud answered, "Hello, Pinkie. Mudbriar and I broke up. I am quite distraught." She robotically patted her shorter sister's head but otherwise showed no emotion. The other girls all exchanged puzzled looks. Distraught?

Pinkie took a tissue from her mane, blew her nose, and entreated Twilight while still hanging onto her sister, "Twilight! We just have to let Maud join us in our booth! She needs cheering up, pronto!"

Twilight looked from the stoic mare to Pinkie, then finally to Fluttershy. "Umm...sure, Pinkie. If Fluttershy is okay with it, I don't mind."

Pinkie turned to Fluttershy and stuck out her bottom lip. "Pleeeeease, Fluttershy?!"

Instead of answering, she stepped forward and put her arm in the crook of Maud's elbow, then began to walk in the direction of their assignment. She looked back at AJ and Rainbow.

"This should be fun."

As Twilight and Rarity made their way to their own booth, Rarity finally asked, "Twilight, you never did mention what the two of us will be doing." She looked enviously around at all the other bimbos bouncing about, brushing up against males, openly flirting...and some even laughing and pulling a few of them off to places a bit more..."private." She bit her bottom lip and added, "I hope you have a plan...we are seriously outnumbered here." Even though she'd just been thoroughly reemed by Spike not more than six hours ago, with The Change granting her an enhanced libido, six hours was six hours too long.

Twilight grinned and said, "Not to worry Rarity! I have it all figured out!" As she was speaking, they stopped before a large, brightly colored booth. The white unicorn looked up at the marquee and frowned.

"Strip...Chess?" She turned back to her companion. "How exactly does that work?"

Twilight clapped her hands and bounced in place in her excitement. "It's super simple! The two of us will dress up in those Victorian costumes I ordered from you weeks ago, then we'll challenge our customers to games of chess! Each time we lose a piece, we remove a piece of clothing!"

Rarity remained skeptical. "But...Twilight...I don't think this will---" before her hand was grabbed and she was dragged to the rear of the booth. Besides the changing area, there were two large, plush beds with comfy pillows set up in the back.

"Come on, let's get ready!" cried Twilight. Rarity sighed, then along with the busty bookworm first donned the garter belt and stockings, then the black lace thong panties. These were followed by the flowing hoop skirts, which reached the ground, the tight bodices that showed off their bosoms, spiked heels, and then finally the large floral hats. After applying ruby red, glistening lipstick and blush to each other's cheeks, then dark eyeshadow, Twilight set up two chess tables with seats and then flipped the sign from 'closed' to 'open' and set out the bits jar. Sitting daintily down in her chair, Twilight leaned back with a sigh and said, "And now...we wait!"

The expression never wavered from the grey pony's face as she stared solemnly up at the sign above the booth. "Pinkie...why is the word "Kissing" in quotes?" Pinkie grinned as she bounced around energetically, laying out kneeling pads and the bits jar in the front of the booth, while her yellow companion seated herself down behind the counter, crossed her legs, and ran her fingers through her mane, causing her scented perfume to waft through the air. This was immediately noticed by every male guest in the area as they stopped, raised their snouts into the wind, took a deep whiff, and followed their noses to the booth. Pinkie smiled up at her sister. "Have a seat and watch: this is gonna be fun!" They both sat on either side of Fluttershy as a line of males quickly formed, their fists full of bits and their pants sporting tents.

They jostled for position for a few moments while the mares patiently waited, until finally the biggest one prevailed and slammed his bits down on the table. "Ten bits for a "kiss?" [see what I did there?] I'm first, darlin'!"

Fluttershy inhaled provocatively as she gazed up at him in a sultry manner. Quietly, she began with, "Of course, stud. Would you like your kiss---" but that's as far as she got before a ripping sound filled the air. All eyes turned to the grey, taciturn mare, who had taken both hands and torn the front of her frock open, exposing her tremendous boobs.

She stared up at the male with a blank expression, and said, "I have large breasts, as you can see." Her eyes traveled downward. "And you have a large penis." She looked slowly back up at him. "I would like to suck it and lick your testicles until they are dripping with my saliva, then run my tongue back up your penis and continue to suck it, until you ejaculate your sperm into my mouth and throat, as I swallow every drop." The stallion, and everypony else near, including Fluttershy and Pinkie, sat or stood with mouths open, completely speechless. Taking his silence for consent, Maud rose, walked around the counter to him, then fell to her knees on the pad. She reached up and undid his belt, then pulled his pants down, underwear and all. His cock popped up and was throbbing madly before her eyes, and she went slightly crossed-eyed looking at it. A ghost of a smile appeared on her lips as she whispered, almost to herself, "It is bigger than I thought..." then leaned eagerly forward and took him into her hot, wet mouth. She closed her eyes as she sucked and slurped, bobbing her head up and down, then as she'd promised let him fall out of her mouth and began mouthing his balls. Once they were nice and wet, she stared up at him and said, "Please lie down."

"Huh?"

Again, with no inflection to her voice, she explained, "If you lie down, I can suck you deeper, while also giving another stallion access to my vagina or ass." She turned and looked at the line. "Which of you would like to fuck me...first?"

Another brawny stallion pushed forward. "I'll fuck you, babe!"

She indicated the tip jar with her head. "Ten bits, sir." Then she helped the first one down and on his back, then spread her legs and arched her own back. As she wasn't wearing any panties, her ass was exposed and ready! She looked at the second stallion, said, "Whenever you like..." then lowered her head and got back to business with the first one. The second one grinned, slammed his bits on the table, jerked his shorts down, and got behind her. He took a moment to admire her round, bubble ass, then took his cock in one hand and guided himself into her waiting snatch. Her warm, wet folds caressed his meat as he grabbed her hips and began thrusting, her ass jiggling and shaking with each pump. The barest little grunt and moan could be heard from her as she was sucking and being violated, causing her to finally close her eyes from the pleasure.

"Woo hoo!" screamed the second stallion. "This slut's cunt is amazing!" while he fucked her in and out with furious abandon!

That yell shocked all the others from their stupor, and as a body the males rushed forward and descended on Pinkie and Fluttershy, throwing their bits down and ripping off their own clothing. The two mares soon had their mouths and hands full, sucking, slurping, and stroking, each of them taking on three males at a time. Pinkie happily alternated between sucking and stroking each of her customers, while Fluttershy took a much more demure approach, first gazing up at the one whose cock she was currently swallowing until he came down her throat, then switching to the next one. Maud's first customer bucked his hips and unleashed a flood of cum into her eager throat, as she hummed around her mouthful and dutifully swallowed. She closed her eyes and slowly licked her lips, whispering, "Mmmm. Very tasty and satisfying." She then looked back over her shoulder at the one currently pumping her cunt and nonchalantly added, "Please start fucking my ass, Sir. I wish to feel your dick deep in my ass."

The stallion grinned and said, "Anything you want, whore!" as he quickly pulled out of her twat, grabbed her tail up out of the way, and plunged his cock into her waiting ass. She closed her eyes and grunted from the increased pleasure, then lost all of her composure.

"Yes...call...me...names!" she panted. "I am...indeed...ahhh!...a dirty...whore!" She gazed blearily up at the waiting line."What, what are you...ahhh...all waiting...for? One...one of you...get down...here! I...want to...SUCK...more...ahhh!..COCKS!"

Another stallion lay quickly down in front of her and spread his legs. "Here you go, slut! Start sucking!"

She closed her eyes and shivered at the casual insult, whispered, "Oh...yes!" then took his cock in both hands and plunged it deep into her throat, bobbing her head up and down while moaning.

With her mouth full of throbbing meat, Fluttershy looked over at the bits jar and thought to herself, "We should have gotten a bigger one."

An Interesting Game

Rarity sighed as she watched yet another group of studs walk past the booth. While most hardly gave the sign a second glance, some (and this she found most humiliating!) snorted and laughed as they made their way past! But what really made her grit her teeth was the fact her companion, in all her bubbly, NON sexy, librarian-brain, dorkable self was still smiling, somehow convinced this crazy scheme would work!

After looking around and seeing all the other bimbos getting the attention she deserved, she was just about to say "fuck it!" and leave, when suddenly she heard somepony clear his throat. She looked up, and there stood a rather mousy, bespectacled, timid-looking stallion, clad in the most unassuming grey suit and tie. He looked up at the sign and said, "Strip...Chess? That sounds...intriguing..."

"Oh, it is!" smiled Twilight, as she sat up and stuck her chest out. "Would you like to give it a try, Sir? Only ten bits a game!"

He swallowed as he stared at her boobs, then stammered, "Ho...how does one play..."strip chess?"

Twilight beamed up at him and said, "It's quite simple! We play a normal game, BUT," and here her grin grew even brighter, "...every time one of us loses a piece, we remove a piece of clothing!"

"Oh..." he said, then fished around in his pockets for the money. Placing the bits in the jar, he then seated himself across from the bubbly librarian. He swallowed again, then whispered, "Who...who goes first?"

Twilight raised an eyebrow. "This will be a very short game if you don't know the rules, Sir!" She moved the set around until the White pieces were in front of him, then sat back and ran a finger slowly over her ruby lips. "Your move..." she whispered. After a moment's pause, he reached out a shaking hand to move his Queen's pawn to d4. Twilight then moved her Queen's Pawn to confront his. He then moved his King's Knight to f3. Her eyes brightened. "Ah! The Catalan Opening! You DO know how to play! VERY good, Sir!" She then undid the first few buttons on her blouse, causing the tops of her huge tits to show. He weakly smiled, then tried very hard to concentrate. She moved her King's Knight to f6, then leaned forward and took off her chapeau, staring seductively at him. He wrenched his eyes away from the intoxicating sight before him and moved his King's Knight's Pawn to g3. She smiled, then reached across the board and picked up his King's Bishop. Her eyes never leaving his, she sloooowly brought it to her soft, red lips, sucked on it a few times, then placed it back. "You're going to move that piece and Castle next aren't you? I can't wait..." She moved her King's Knight's Pawn to g6 and waited. He closed his eyes and tried to still his breathing, then moved his (now WET with her saliva and her slutty lipstick!) Bishop to g2. She picked up her own King's Bishop and whispered, "Have you ever noticed how these particular pieces look like a cock? I know I have..." She then ran her hot, wet tongue all over it, then placed it on g7.

"Oh gawd..." he shuddered, as he took his King and Rook and Castled. Twilight did the same with her King and Rook. A few moves later, he captured one of her Pawns. He froze as he did so, then slowly looked up at her. "Does...does this mean I win a piece of clothing?" Instead of answering, she sat up and fully unbuttoned her top and removed it, leaving nothing but her skimpy black bra between him and her massive tits.

She placed her hands underneath them, gave them a squeeze, then ran her fingers lightly over them. "If you want to see more, all you have to do is...caaaapture...more of my...pieces..." she moaned. The sight of the busty alicorn taking off her top aroused the attention of other patrons, as some who hadn't given the booth a second glance now stopped and paused to watch the goings on.

Sweat was now running freely down the stallion's forehead. He loosened his tie, took off his glasses and grabbed his pocket-handkerchief, and was just about to clean them, when his opponent brightly offered, "Oh! Allow me, Sir!" She stood and pushed her chair back, then leaned waaaaaay over to gently take his glasses and handkerchief from him, his face almost buried in her tits. His breath caught in his throat as he stared open-mouthed up at her while she in turn gave him a friendly smile, all of which made his cock rock-hard in his trousers. She straightened up and walked around the table, heels clicking, hips swinging and loomed close over him, so close her thigh was pressed against his right shoulder. He looked up, and could barely see her smiling face for her boobs. She made a "shooing" motion with the one hand not holding his glasses. This took a moment for his blood-starved brain to activate, then he realized and scooted his chair back. Once he did, she looked down at the bulge in his crotch, then licked her lips. "My goodness, Sir! You did come to play..." She turned and daintily sat herself down on his lap, her soft ass cheeks gently caressing his cock. She brought his glasses to her mouth and breathed on them, then slowly wiped them with the cloth. Then she gently mopped his brow and face of the sweat that was coating him, then placed his glasses back on his face with a sultry smile. She ran a finger lightly down his cheek until it was under his chin, then lifted it and brought her mouth forward until their lips met for a sweet but short kiss. She then leaned forward to whisper in his ear, "Shall we keep playing?" He could only nod.

She gave her hips a little shake before she got off his lap, then stood and went back to her seat. Just before she did so, she took her left hand and causally flicked one of her pieces over. She gasped and both hands flew to her mouth as she stared first at the board, then turned to her "opponent." "Oh, dear! I knocked over one of my pieces!" She stuck out her bottom lip. "Now I guess I forfeit that piece..." She took the piece (which happened to be a Knight) and placed it off to the side.

The stallion looked at her with confusion. "But...that's not a rule---" he started to say before one of the other stallions who had stopped to watch gave him a light smack on the back of the head.

"Shut up, you dummy!" he muttered.

The bespectacled stallion looked around, and saw a crowd of attentive males had formed while they'd been playing. But then his attention was drawn back to his busty hostess, who had turned her back on him, and was in the process of slooowly pulling down her long skirt. Cheering, hooting, and hollering went up from the assembled as she pulled it all the way down, exposing her bubble ass in black panties, garter belt, and seamed stockings.

Twilight turned back around blushing and held the skirt up to her chest. Basking in the attention, she still remembered her friend. "Gentlestallions..." she began, "Please form two orderly lines." She indicated Rarity with a smile. "My friend here knows how to..."play" as well..." She then dropped the skirt, clad only in her lingerie and heels, and seated herself down once again.

"Your move."

Rarity stared openly at her friend in almost complete shock. Though she was well aware that she and just about every other mare she knew had gone through significant personality differences since the Change, she'd never in her life dreamed the purple librarian could be so...so...sexy! And even though she herself strictly preferred being bent over and pounded by a nice, hard, throbbing cock, she couldn't help but be more than a little turned on by the booby bookworm's display!

And while she also enjoyed the occasional game of chess, she had never, EVER seen it played so...provocatively!

She was startled out of her reverie by a huge shadow looming over her. She looked up, and there was a broad-chested, grinning stallion leering down at her. She cleared her throat, sat up, and smiled up at him. "Care to play, stud?" He nodded as he took his seat. She drank in the sight of him for a moment, then said, "Ten bits, please." She inclined her head at Twilight. "I'm quite sure after watching my friend here, you know the rules?" He grinned and nodded again, then grabbed a huge handful of bits out of his pocket without counting them and let them fall into the jar. She took a moment to arrange the chess pieces all neatly on the board, then graciously waved her hand towards him. "As you have White, you may begin."

He stared at her, then reached across the board, took one of her Pawns, and flipped it off the board. "Oops. Looks like you lost a piece."

She stared back at him, then she smiled. "So it would seem I did." She reached up and slowly removed her hat, then undid her mane and let it cascade about her shoulders. She then locked her eyes on him, took one of his pieces, and chucked it onto the ground.

"Take off your shirt," she growled.

Meanwhile, Twilight, despite "accidentally" losing a Knight, wasn't making it quite so easy for her male. She'd already won his jacket and tie, then she smirked as she saw him Isolate a Pawn. She leered up at him and whispered, "I think you're about to lose your shirt, Sir." She licked her lips and added, " Literally..."

But now the pressure was on! Not only was he acutely conscious of the sexy prize in front of him, but he was also being goaded by the mob of stallions that had formed to watch the show. Cries of, "You can win, buddy!" and "Get that bimbo's bra off!" followed by other hoots and yells made it almost impossible for him to concentrate. It also didn't help she was again leaning forward, one hand caressing her tits while she lightly nibbled on the pinkie finger of the other, her sultry, smoky gaze never leaving him.

Then, a surge of hot anger shot through him. He knew he was being played, both by the crowd and this bimbo. He stood up, knocking his chair over, turned to face them, and shouted, "Shut the hell up! I'm trying to fucking think here!" The crowd went silent. When he turned back to look at Twilight, she was staring up at him with new eyes. True, she had been having fun with him, but she'd fully intended to see the "game" through and suck his cock dry at the very least, no matter how average it turned out to be. But as he glared down at her, she noticed his dick was still rock-hard through his trousers, and far larger than she'd imagined! But then her attention was drawn to his hand as it descended and he made his move. Her body was still as she watched him move his Queen's Knight into position, which was elegantly covered by his Queen's Rook, to protect his Isolated Pawn. As she read the board, her eyes grew even wider, her nipples hardened and her pussy grew wet. "The Tarrasch Defense..." she whispered in awe. Then as she looked back up at him again, standing there looking much stronger and more virile than she'd ever thought him to be, with a sizable package and meeting her gaze without flinching...she got even more excited, thinking about all the ways he could bend her over the table and fuck her silly...her eyes closed and squeezed her knees together as she came in waves. "Oh! Oh! Oh!" she screamed as she threw her head back and her eyes rolled up.

The stallion waited patiently as she tried to regain control of herself, then righted his chair, and sat back down. Removing his glasses, he cooly cleaned them, while she fought to catch her breath, chest heaving, now covered in sweat, with her eyes unfocused. Her feminine scent now wafted through the air, causing all the males who weren't already aroused to become far more interested in the outcome to surge forward, but the bespectacled stallion held up a hand and stopped them. Without taking his eyes off the helpless mare, he said, "We will see this game through. Do. Not. Interfere." He then put his glasses back on, sat back, and folded his arms. Finally addressing Twilight, he said, "Are you ready?"

She took a moment to compose herself, and moved her wet mane out of her eyes, then stammered, "Y...yes...I...I'm ready..."

He grimly smiled. "It's your move." With a shaking hand, she moved her third Queen's Pawn to b3...and didn't see her mistake until she'd sat back. She'd removed her Knight's only immediate defense.

But it was too late.

She gasped at her blunder, then looked up and met his eyes. Briefly, she considered asking him to let her do the move over, but she knew he'd have no mercy.

It turned her on even more!

Without looking at the board, he kept his eyes firmly fixed on hers as he moved his Knight to capture her last remaining Knight, which also put her Queen in danger. Those few in the crowd that actually understood Chess gasped at the strategy, then silenced the others. Twilight sat there in shock as she again read the board, realizing he would reach Checkmate in less than ten moves. The only other sound was the 'gluk, gluk, gluk' of a meaty, thick cock being thrust in and out of Rarity's tight throat, who was at this point down to just her garter belt, stockings, and heels (no bra, no panties), on her knees in front of her customer.

Keeping her body still, and moving her eyes alone, Twilight looked over at Rarity happily sucking cock. Then she looked once more at the board, then up at her opponent. This was just supposed to be a fun way to get laid; she hadn't imagined she'd face an actual threat! But here he sat before her: a male she made the colossal mistake of misjudging.

Keeping her eyes locked on his, she reached out a trembling finger and slowly, ever so quietly, tipped her King over. Then she arched her back, reached behind her herself, and unhooked her bra. Taking her time, she slowly slid one strap off her shoulder, then the other strap, keeping the material pressed to her chest with one hand. Then as she stared at him, she bit her bottom lip and let the flimsy underwear fall, finally exposing her massive knockers. Again, a cheer went up from the assembled, but the stallion once more stopped them all with a glance. She reached out timidly and took his hand as she got out of her seat and fell to her knees. She looked up at him and whispered one word: "Please?" He stood over her, looking down at her, considering. Finally, he nodded.

She then wasted no time as she undid his belt. She had to get this cock in her throat, ASAP! She was still feeling the effects of her last orgasm caused by this male; the knowledge that he had completely dominated her in mind only added to her heat! She sighed as he was revealed to her at last...true, he wasn't as impressive as Spike, nor as massive as she'd heard the rumors about Big Mac, but to her half-lidded eyes, he was juuuust right!

She closed her eyes as she hefted his meat up to her mouth, opened her soft lips, and with a moan engulfed him. Bobbing her head up and down, she took him into her moist, tight, hot throat, swallowing and slurping, licking and moaning. She opened her eyes and stared up at him while she sucked his cock and fondled his balls with her hands, watching his reaction. He seemed to be truly enjoying himself as the crowd behind them became more and more restless. Out of the corner of her eye, she could see Rarity had finished with her first customer and was now being bent over the table and getting rammed from behind by another as she filled the air with her screams of pleasure. But then her attention was drawn back to her own, who had grabbed her by the head and was now thrusting furiously in and out of her throat. She placed her hands on his thighs and braced herself, knowing from experience he wouldn't last long at this rate, and that he would probably be unleashing a flood.

And she wasn't wrong.

He buried himself in her throat to the balls as her eyes grew wide. "Mmmmph!" was all she could get out as his dick erupted load after load of hot, creamy cum. She kept her eyes on him the entire time she was swallowing to enhance his pleasure in dominating her, for he had certainly earned it! After almost a full minute, he sighed and stepped back. She gave him one last suck before his dick fell out of her mouth, then she smiled up at him as she licked her lips.

"Thank you, Sir, for both the game and the gift of your delicious cum!" He smiled back down at her, then grabbed her by her shoulders and lifted her to her feet. She looked at him in confusion. "Sir?"

He spun her around and pushed her down over the Chess table, scattering the remaining pieces to the ground, then ripped her panties down. She looked back over her shoulder at him as he growled, "I'm not done..." as he spread her cheeks, then plunged his cock deep in her ass. She screamed in delight as her orgasm hit her like a freight train at his unexpected aggression, but she wasn't complaining!

Twilight and Rarity were face to face as they were both being fucked from behind on the game tables, each with their tongues out and their eyes half-closed. Twilight retained enough of her sanity to notice all the other stallions waiting their turn, and also to see their bits jar was not only full but overflowing.

"I...I...told...you...this...would...work!" she panted at Rarity.

Big Dicks and Little Chicks!

As they were leaving the Shop, to their dismay, three more stallions walked up to the entrance and stood reading the "Adults Only" sign. Apple Bloom and Scootaloo smiled up at them and kept walking, but Sweetie, still very "hot and bothered" from watching all the "fun" the older mares had been having, stood stock-still and stared up at them. Her eyes went immediately from their handsome faces to the prominent bulges jutting out from their pants, and she licked her lips. The males stopped themselves for a moment when they noticed her, and one asked, "Say, honey, we're new in town...is this the place that has the MILFs?"

Sweetie briefly considered lying, but sighed and answered, "Yes...it is..." She frowned and said, "I suppose you all are only interested in...older mares?"

The guys all looked at each other for a moment, then the one that had been speaking to her said, "No...not all the time, babe." He stepped a bit closer. "Just out of curiosity, how old are you?"

Sweetie's eyes brightened, and she involuntarily stuck out her chest as her tail flagged. "I...I'm eighteen..." she stammered.

He raised an eyebrow. "Really? Because that outfit you're wearing makes you look like you're still in school." He looked up as Apple Bloom and Scootaloo came back and joined her. "These are your friends?" She looked back at them briefly, then turned back to him and nodded. He then addressed his own friends, who had also stopped to listen. "What do you think, guys? Are they too young, or what?"

Before the stallions could answer, Scootaloo stepped forward. "We're not kids, you jerks! My pals and I could wear the three of you out, and have you all begging for more!"

The three males smiled as they looked down at the fiesty filly and considered. "Well, you are all hot..." and as he turned his gaze to Sweetie Belle he added, "...and you do have the bootiest butt of the three of you...maybe we could work something out?"

Scootaloo set her legs apart and placed her fisted hands on her hips as she stared up at the much larger males. "Name the time and place, losers! We'll take you all on, and drain your balls dry, no matter how big you all are!"

Another of the three males leaned forward. "You have a smart mouth. I'm beginning to wonder if it will be so "smart" once it's stuffed with my thick cock, little slut..."

She smirked up at him. "Is that supposed to be a threat? You think I'm scared of a tiny dicked little boy like you?!"

Apple Bloom grabbed her by her arm and leaned into her ear. "Scootaloo!" she whispered urgently, "making 'em angry ain't gonna git 'em ta fuck us!" She turned to the stallions with her sunniest smile. "Please excuse mah friend." She spared her a quick glance then added, "She can be a bit of a hothead, but she don't mean nuthin' by it." Before the males could say a word in response, she pulled her friends next to her and stuck her chest out. "Mah name's Apple Bloom, this here is Sweetie Belle, and this here fiesty one is Scootaloo. We're pleased ta make yer acquaintance, ain't we, girls?"

Scootaloo frowned and looked away, but Sweetie smiled up at them and nodded. "Oh, yes! We're very happy to meet you all!" She ran a dainty hand over her chest as she added in a low voice, "If you'd give us all a chance, we could show you how happy we all are..."

The stallions all frowned, then the first one said, "You two seem nice enough, but we're not so sure about that one." Scootaloo bristled and opened her mouth to speak, but instead, yelped when Apple Bloom stepped hard on her foot.

"She's as sweet as apple pie once yew git to know her," Apple Bloom grunted through clenched teeth, throwing her a warning glance that clearly said don't fuck this up for us!

Tears formed in her eyes from the pain in her foot, but taking the hint, Scootaloo placed her hand behind her head, looked away again, and mumbled, "...sorry..."

But to her surprise, the one she'd insulted stepped forward, took her gently by the chin, and turned her head so she had to look up at him. He smiled down at her and said, "Don't be too sorry. I like a girl with some fire!"

She gasped, then searched his face, trying to read his eyes to see if he was just making fun of her. Then she returned his smile, took his big hand in both of her small ones, and said, "I still think you have a tiny dick..."

He leaned down until their lips were almost touching, and whispered, "You're going to find out..." Then he kissed her...a simple, chaste kiss, no tongue, but after enduring an eternity of watching all those older sluts getting rutted by all those hot guys, while she and her friends could only watch, it was enough to set a flame inside her! She grabbed him by the head and deepened the kiss, but he pulled back almost immediately. She looked up at him with a hurt expression, but he smiled again and said, "Not out here, little slut." He looked to his companions. "What say we take these cute little fillies back to our hotel room?" He then grabbed Scootaloo around the waist and she cried out in surprise and delight as he flung her over his shoulder. "Dibs on this one!" Without waiting for an answer, he turned and began walking off in the direction of the Ponyville Inn.

Scootaloo, her face growing red, put her tail down and placed her hands over her butt, and huffed, "Everypony can see my ass with you carrying me like this!" Indeed, her panties were on full display under her short skirt and were already drawing attention as they went along.

She squeaked when he reached up, moved her hand out of the way, and gave her cheek a hearty slap. "Quiet, you. Almost there." She felt a mixture of emotions: slight anger, definitely embarrassment...but...also...arousal. She'd never been manhandled like this before, and she shivered as she realized this was only a taste of what was to come. Her face flushed, her tail flagged, her nipples grew hard, and as she looked back at her friends who were following with their new companions, she knew they could read what was happening to her on her face as well. That, and the fact she was having a very hard time keeping her small wings down, as anypony who'd spent time around pegasi knew that to be a sign of deep arousal.

By the time she felt them ascending the steps of the Inn she was already wet, and her humiliation grew, hoping she hadn't soaked through her thin, white panties. It didn't help her situation when she heard her "captor" speak jovially to the desk clerk as if he wasn't carrying a girl over his shoulder! Did he make a habit of doing things like this, or was she just so out of touch with the way things were now in Ponyville nopony batted an eye at the sexy things everypony did?! Only when they reached the elevator and they all piled in, did he finally set her down. Her legs almost gave out, so she immediately clung to her friends.

"Yew alright?" whispered Apple Bloom, as she held her up.

Scoots nodded her head, then cast a furtive look over her shoulder back at her captor. He was smiling gently down at her, completely at ease, while she was still trembling. Which only became worse when she glanced down at his crotch. She gasped and her eyes grew wide when she saw sticking out the front of his pants a very prominent, thick bulge, that stopped about mid-thigh. She looked back at Apple Bloom and Sweetie with terror in her eyes, then she gulped.

"...I think I might be in trouble..."

Earlier that afternoon

Diamond Tiara kicked the door of her room open, stomped over to her bed, and threw her books onto it. She then went over to her full-length mirror and gazed sullenly at her reflection. It just wasn't fair! She still had to wear this...this..kid's uniform, that showed off nothing! The skirt ended past her knees, hiding her legs, the top covered her belly, the neckline was buttoned ALL THE WAY UP, so nopony could see her tits...she gritted her teeth in frustration! She'd gotten her cutie mark long before those cursed blank flanks, so why had The Change not affected her?! She and her friend Silver had tried to explain to their teacher that they were old enough and should be able to wear the new, sexy uniforms, but she'd sadly shaken her head and said "Sorry dears, but with all the new changes in Ponyville, we can't take a chance with underage fillies or colts being taken advantage of."

Diamond had exploded and yelled, "But we're not underage! My eighteenth birthday was weeks ago! So was Silver's!!"

But their now big-tittied, bubble-assed teacher remained calm. "Again, I'm sorry sweethearts. But until The Change affects you, by order of Princess Twilight, you and all the rest of the underage-looking children will have to remain in those uniforms."

Diamond pushed the ugly memories out of her head and ripped off the uniform, then stood there naked. She sighed as she again looked at herself. It was easy to see why everypony still thought of her as a kid, as she'd not inherited her mother's stunning physique. Her tits were perky but on the small side, her legs were long and smooth but as she turned and looked at her butt it was somewhat flat. In short, she didn't look sexy. Not like those trashy bimbos she was starting to hate again!

Well, she decided awhile ago, they can control what I wear in school, but not after! She went to her closet and picked out the sluttiest outfit she could find: a tiny black miniskirt, thong panties, tubetop, dark thigh-high stockings, red heels! She was sitting at her vanity applying makeup when there was a knock at her door. "Who is it?" she called out, not turning around.

"There's a Miss Spoon here to see you, Miss Tiara," said her butler.

"Send her in, Hodgkins," she said, as she applied the finishing touches to her lipstick. She looked in the mirror to see Silver walk in, with apparently the same idea as herself: she was dressed just like a mare-of-the-night, as herself, with the same success.

They both still looked like kids playing dress-up.

Diamond turned to her. "Any luck?"

Silver frowned. "If by that do you mean did any stallions look at me twice, then no." Her face brightened for a moment. "I did have this really tall one talk to me for a minute, and I could see his huge dick pushing through his shorts right in my face, so I almost grabbed it and would have swallowed it down my throat," and here her shoulders slumped, "...but he only wanted directions to the Carnival..." She stuck her bottom lip out and added, "He actually patted me on the head and said, 'Thanks, kid!' then walked off! I was soo embarrassed!"

Diamond looked over her outfit. "And you were dressed like that?!" Silver nodded sadly.

Diamond slammed her fist down on her vanity, causing all her makeup bottles to shake. "That tears it! You and I are going to go see Princess Twilight right now, and set things right!"

Silver put her index fingers together nervously. "Do...do you really think she can help us?" But Diamond was too determined for a long conversation.

"I heard she's the reason for The Change, so she's the one we need to speak to! Come on!" She stormed out of her room and down the stairs, with Silver hurrying to keep up. Just as they were making their way along the hallway, they spotted Diamond's mother clicking in front of them, bouncing, jiggling, and humming to herself. She looked back and saw them.

"Oh! Hello, sweeties! Where are you off to?"

Diamond looked up at her mother with the purest rage: not only was she now even more gorgeous, but she knew exactly where she was going and how she spent most of her afternoons! She couldn't care less about her infidelity, as she knew her Dad had been "plowing" the maids for weeks, if not longer! Why else would they all recently been wearing those skimpy, slutty uniforms that covered nothing when they bent over to clean something, which they did all the time, but why, O why couldn't she have passed on her looks to her only daughter?! In a sullen voice, she said, "Nowhere in particular, Mama."

Something in her voice made Spoiled stop. Before all that had recently happened and all the changes to the townsfolk, she'd had little time for her daughter, being too caught up in the daily cutthroat maneuverings of climbing the social ladder. But now? Now, she'd found a new purpose in making young males happy, and it thrilled her beyond belief that she could actually find fulfillment in another's joy! Also along with that spell she'd gone from being a moderately attractive, middle-aged mare, only interested in bedsport when used to satisfy her own ravenous sexual appetite or to gain an advantage over a rival, to the more than generous sex goddess she was now! None of the young males whose balls she now sucked dry on an almost daily basis cared that she was rich and powerful, all they cared about was how hot she looked and how good she made them feel, and she never wanted that feeling of joy to end!

Then she realized, with a pang of guilt, she should have been spreading that joy to her only child.

Turning to her, she gently said, "Diamond? I...can see something is bothering you." She looked at Silver. "You and your friend." Diamond gasped and stared up at her when her mother bent down and softly took her hand. "We can talk about it if you like. I can go to my appointment some other time."

But all Diamond could see was enormous tits when her mother bent over, a vicious reminder of what she didn't have. Besides, her mother never really wanted to spend time with her before, so she wasn't buying the act. Still, she knew better than to be outwardly rude. She forced a smile and said, "That's okay, Mama. I don't want to keep you from your..."fun." She said this last with clenched teeth, but quickly regained control of herself and smiled up at her again. "Don't worry about us; we're fine." She gave her Mom a quick peck on the cheek, slowly removed her hand, then looked over her shoulder and said, "Let's go, Silver. We don't want to be late."

Spoiled sighed as she watched them leave. She'd just have to try harder next time. After she met up with Mrs. Spoon, all thoughts of her daughter vanished when they both were stopped by no less than four young, hot studs, who had seen their skimpy outfits and asked if they could join them. Both Spoiled and Mrs. Spoon had smirked at each other and Spoiled said, "Just follow us, boys...you're in for a treat!"

The first thing the Crusaders noticed was the hotel room was huge. Since they each lived in Ponyville, none of them had ever stayed at the Inn, so none of them was aware of the layout. So they were all very surprised to see how large and opulent the room was, containing three large, comfy-looking beds, a separate dining area, and another door that probably led to a bathroom.

They'd barely shut the main door when Apple Bloom yelled, "Woo HOO!" kicked off her shoes, and jumped on the nearest bed. Bouncing up and down on it on her knees as she ripped off her school top and bra, she faced the group and cried out, "Who's...bed...is...this?!" All were struck speechless, watching her huge, milky boobs and her mane, with her familiar red ribbon, bounce up and down. Finally, one of the males shook himself out of his stupor and came forward. As soon as he got in range, she glomped him down to the mattress, even though he vastly outweighed her, straddled his lap, and began hungrily kissing him. She stopped only long enough to whisper, "Grab mah ass, stud..." then got back to work.

Sweetie's male was still staring, when all of a sudden he felt his belt being undone, and his zipper going down. He looked down into the flushed face of the young Unicorn, already on her knees in front of him, staring up into his eyes with an eager expression as she pulled his pants and underwear down and freed his cock. It bounced up and was throbbing before her eyes, and she went, "Oooo!" when she saw it. She took it in her tiny hands and began stroking it. "So...big!" She kept her eyes on his as she stuck out her hot, wet tongue and ran it in a circle along the head, lapping up the dollop of precum that had quickly spurted. She closed her eyes and moaned, "Mmmm...so tasty!" She opened her mouth again and took in as much of his cock as she could, then began bobbing her head up and down.

Her lucky male closed his eyes, placed his hand on top of her head, and moaned, "Oh, yes...go deeper..."

She stopped bobbing, and as best she could with a meaty, thick cock in her mouth, mumbled, "I mman't..."

He opened his eyes and smiled down at her. "I'm afraid it's not up to you, honey." Her eyes grew wide as he took her by both sides of the head, stepped out of his clothes, bent his knees, and slowly thrust himself allll the way into her throat. She almost gagged, but started swallowing frantically as he gave her a moment to adjust to his meat, then slowly began thrusting...in and out...in and out...over and over...

At first, she placed her small hands on his thighs, trying to push him out. Her heart was beating like a jackhammer, and she was more than a little frightened. But as her pleasure grew, and his cock kept hitting the erogenous zone at the back of her throat, her arms fell to her sides and her eyes rolled up in her head. Her drool soon covered her chin and flowed down her chest, as the "gluk" "gluk" "gluk" sound of her being facefucked for the very first time mixed with her whorish moans of pleasure. One hand reached up and caressed his balls, while she spread her legs and slid the other beneath her panties and stroked her soaked and swollen labia.

Her last coherent thought before her first orgasm hit her like a lightning bolt, causing her to moan even harder around her mouthful was, I guess I'm better at sucking cock than I thought...

All this time Scootaloo was watching with growing heat when suddenly she jerked and stiffened as a voice in her ear behind her whispered, "Ready for a cock in your smart mouth, little slut?" She didn't answer, only stood there frozen, watching one friend swallowing a monster dick while the other was already on her back and screaming with her legs in the air, as she was being piledriven without mercy into the bed.

And that's when she felt hands gently come around to the front of her school top, unbutton it, then pull it off her shoulders, being careful of her small but sensitive (erect!) wings. Her bra followed next, as she felt it being unclasped from the back, then slipped off her shoulders, down her arms, and onto the floor. Her face then went bright red as she felt those same hands reach up under her tiny skirt, grasp her soaked panties, then pull them down. She looked down, then stepped out of them and turned around, trembling. She slowly looked up, her nipples hard as diamonds, and her wide eyes met his. "Wha...what is your name?" she stammered.

He smiled. "Call me...'Tiny.'" She stared at him for a moment, then jumped up and threw her arms around his neck, kissing him fiercely. He caught her easily with a double-handful of bare ass, then carried her over to one of the beds, their mouths locked together and tongues wrestling sloppily the entire time. Once they reached the edge of the bed, he released her, and she slid down his chest onto her knees, as her huge boobies raised almost to the level of her own face, then bounced back to their perky, gravity-defying position once they were free of his body. He took her by the shoulders and held her close to him, while she gazed up at him with her eyebrows raised and her head cocked to one side. She may as well have had a cartoon 'question mark' floating over her head. He solved her confusion by dropping his arms and saying two words: "Unzip me."

Her eyes grew wide, and she slowly looked from his face down to his crotch which was mere inches from her face. She gulped as she took note of the sheer size of the bulge that was protruding from his pants, a clear indication of what was in store for her. She swallowed again, closed her eyes, and with trembling hands reached up and fumbled with his zipper. All other sounds in the room became muted for her as the 'zzz' 'zzz' 'zzz' of the zipper finally being pulled down reached its end, and she opened her eyes again. All she saw was the black of his underwear, but the bulge was now more pronounced. She was startled when he instructed, "Now my belt." Her breathing was already heavy, but now her chest was heaving as she slowly complied, this time keeping her eyes glued to what was in front of her. Once the belt was free, his pants were so loose they fell to his ankles of their own accord, leaving nothing but his black tidies between her face and his manhood.

She took a moment to stare, as her pussy, which was already wet, began gushing. Her mouth started drooling, so much so that a bit slipped out one corner, but she was too engrossed to notice. Then, without waiting for him to speak, she reached up, grabbed his waistband in both her dainty hands, then quickly pulled it down.

"Oh. My. Sweet. GAWD..." she whispered, as the monster popped up and throbbed an inch in front of her face, making her go cross-eyed and light-headed. It was large, it was thick, it was veiny, and she would never, EVER, make fun of a stallion she didn't know, EVER again...

The next thing she knew, a hand was being placed on top of her head, and the other was being used to hold the monster pointed at her lips. Still in a daze, she heard, "Open your mouth, little slut," which she obeyed without question. He slid his cock sloooowly past her lips and into her mouth until it almost reached her throat, then he stopped. She looked up at him over her mouthful. "Suck," was all he had to say.

And that was all she wanted to hear!

She grabbed the rest in both hands and stroked it, while sucking and slurping on the portion in her mouth. It felt sooo good to finally have a cock to play with, especially after what she and her friends had just endured at Sugarcube Corner. She sucked harder, getting as much of the taste and feel of his dick in her as she could. This went on for several minutes, as the other sounds of her friends being willingly violated in numerous ways filled the room. She looked up at him as she worked, and could see he was enjoying himself...but still had an annoying smirk. It was as if...he didn't expect her to do any better! Then, as if he was reading her mind, he confirmed it by saying, "I don't expect you to take all of me, little slut...but...mmmm...your hot mouth feels great! Keep sucking what you have..."

That...caused something to snap within her! On her own, she kept trying to swallow more and more of his meat, for even though she was young and relatively inexperienced, she was still the protégé of Rainbow Dash! And if she was here, she wouldn't be afraid of any mean ole dick, no matter how big it was!

And that meant, despite her initial fear, she was going to show this cock who was Boss!

His hand was still on top of her head, so she slapped it away, grabbed him by his hips, took a deep breath, then as her HERO had shown her, relaxed her throat and slammed Every. Single. Inch of that BEAST into her throat!

"Hey!" he cried out, "What do you think you're..." but his voice faded as the feeling of having his cock completely buried in a young filly's throat reached his brain. "Ahhhhh...so good..."

She came close to gagging, but she remembered to breathe fiercely through her nose as she plunged the cock in and out of her throat, over and over again! She remembered to lick the underside and hollow her cheeks, creating as much suction as she could, and to hum and moan as the cock entered her throat. She closed her eyes and shivered, for her efforts soon rewarded her as well: swallowing the cock meant it was now reaching the pleasure spot in the back of her throat...and with each thrust, her own lust kept growing...and growing...

She clenched her knees together and screamed around the meat in her mouth as she climaxed, and her vision blurred as her eyes rolled up in her head, but she still hadn't beaten this cock, so she gathered herself and went on with the battle!

Her spit had long since covered his dick and dripped off his balls, making it easier for her to plunge it in and out of her throat, coating her chin and dripping onto her huge tits. They bounced and jiggled as she threw all her skill into making him cum: sucking, slurping, caressing his balls. She looked up at his face to gauge how she was doing, and she smiled around her mouthful as she saw his eyes go half-lidded, and heard his moans increase. She stopped and pulled off only long enough to whisper, "Do you like that...?" then wrapped her soft, wet lips around him once again and resumed sucking and slurping. But he'd lost the ability to speak, and could only moan.

As his moans grew sharper and his breathing increased, she knew what was coming, so she braced herself. It didn't take long. He grabbed her by the head, buried his cock in her willing throat, and gushed load after load into her, as she quickly swallowed. He jerked and convulsed with each pulse, which sent her over the edge a second time as well, causing her to scream around his cock as her pussy squirted marecum again and again!

After what seemed like a minute, he slowly pulled out of her mouth, stumbled sideways over to the bed, and fell over, his chest heaving. She lay across his legs and took his cock back in her mouth, sucking it clean, then licked his balls. Her sexy attentions caused him to immediately stiffen again, so he gazed up at her in wonder. "That...that was...was...incredible!" he panted. "No...no...filly your size has ever been able to deep throat me..."

As she climbed up on his lap, spread her legs, and used one hand to position his cock at her dripping, wet cunt and the other to steady herself on his chest, she smirked and said, "We're just getting started!" She closed her eyes and moaned as she slowly impaled herself on his meat, inch by inch, until he was firmly lodged inside her. She sighed as she flexed her cunt muscles around his mammoth schlong, opened her eyes, and smiled down at him.

"Now, let's have some real fun!"

Diamond beat on the door of the Library. "Hey! Open up in there! You're not supposed to be closed!"

Silver looked around nervously. "Maybe...maybe everypony is gone to the Carnival?"

Her friend scowled. "I don't accept that! We need the Princess' help, and I'm not in the mood to go chasing all over town looking for her!" Just as she was raising her fist to start pummeling on the door again, it suddenly opened. There stood Spike, glowering down at them. He was tall, much taller than the last time they both had seen him, as well as being far more muscular, wearing a towel around his waist that did little to hide a conspicuous protuberance that ended somewhere South of his knee. The wind shifted, and they were hit in the face with his pheromones that were still pretty strong after his bouts with Rarity and Twilight, making both their tails flag.

"Yes?" he growled. "Can't you fillies see the Library is closed?" Both their sets of eyes were glued to what had to be his massive cock behind the towel, and both their throats went dry. Spike scowled again, and said, "Hey." He took his hand and waved. "My eyes are up here."

They wrenched their gazes upward and away from the intoxicating sight before them, and Diamond finally found her voice. "We...hmmm...we need the Princess' help. Is she here?"

He raised an eyebrow. "Yes, but she's sleeping, or at least she was until you two started beating on the door. What do you want?"

Silver took the lead this time. "We're really sorry, Mr. Dragon, but...we...we need her help. Everypony our age has been affected by The Change except us and a few others. We need to know why, and if she can do something about it."

Spike's eyebrows raised. "You're both of age?" They nodded. His expression changed, as did his demeanor. "That is a problem, and I can see why you need help. Come on in." He turned and led the way into the Library, as they closely followed, staring at his chiseled butt. Stopping in the kitchen, he gestured to the table. "Have a seat; I'll go see if Twilight is awake."

"Thank you, Mr. Dragon!" they both said at once. Spike waved at them over his shoulder as he left to go find Twilight. Once he was gone, they put their heads together and began whispering.

"Did you see the size of his cock?! I doubt I could get my mouth around it, let alone down my throat!" whispered Diamond. Silver giggled.

"Me either, but it would be soo much fun to try!"

They were still whispering and giggling together when Spike returned a few minutes later dressed in pants and a black t-shirt, with a sleepy and disheveled Twilight in tow. She hadn't bothered to get dressed, she'd only wrapped a bedsheet around herself as she yawned and stumbled into the kitchen. The girls looked up at her with a pang of complete jealousy, for even in her unkempt state, she was still drop-dead gorgeous! Her massive tits were making the sheet push out, one thigh was uncovered, and even though she had "bedhead" her mane was still shiny and luxuriant.

She yawned again and stretched, using both arms over her head, which of course caused the bedsheet to fall to the floor. Both fillies flushed a deep red, but Twilight appeared not to notice. "Sooo..." muttered the sleepy alicorn, as she made her naked, bouncy, oblivious way over to the empty coffee pot, "what's the problem here again?" She picked up the pot and a cup, tried to pour herself some coffee, then paused for a moment and shook the pot in confusion. She turned to the dragon. "Spiiiike! " she whined. "Whyyyy is this thing empty?!"

Spike sighed. "It's almost evening, we haven't been down here for hours, and as I said, these fillies need your help!"

But she stuck out her bottom lip and stomped her foot. "I can't think straight right now, Spiiiike!" Then her eyes grew wide as an idea formed. "Hey! I know! YOU can help me!"

Spike looked at the girls, then back at Twilight warily. "How, exactly?" She giggled and bounced over to him, and whispered in his ear, then drew back and grinned with her fingertips gleefully resting on her teeth. "You're kidding?" She shook her head, still grinning excitedly. "Now?" She nodded her head frantically. He sighed. "Fiiine..."

She went, "Eeeeee!" and fell to her knees, but Spike pulled her back up. Casting a look at the two, he said, "Please excuse us for a few minutes, ladies," then took the giddy bimbo by the wrist and pulled her into the next room.

Diamond and Silver exchanged glances, then quietly got up, tiptoed to the corner of the wall, and peered around it.

What they saw made both their hearts speed up, their tails flag, and their pussies go completely wet.

Spike had his back to them, but his pants were already down, and the busty alicorn had her hands planted on his butt as she was filling the air with the sounds of her frantic sucking, slurping and swallowing, with a look of pure joy on her face.

"Mmmmph...mmmmph...I....mmmmph....told you I....(slurrrrp)....can't stop....mmmmph....sucking....you...!" she moaned. After a few short minutes, Spike grabbed her by the head and began thrusting himself, as the girls continued to watch and grow hotter and hotter. They watched as Twilight's eyes rolled back in her head and she made a funny noise, followed by Spike's pushing himself all the way into her mouth and moaning as well.

This went on for awhile as they heard her swallowing, then they saw Spike step back. They quickly turned and scurried back to the table and seated themselves, just as the two others came back around the corner. Spike was readjusting his pants, while the Princess was licking the corners of her mouth and sighing as she said, "Mmmm! That's better! Now, I can think straight!"

She walked up to the two fillies (still naked) and lit her horn, encasing them both in her purple magic. Then she opened her eyes and smiled. "Good news, girls! I see the problem." She leaned down over them with a triumphant grin on her face, which made them both rather nervous. Getting closer to the table, she lowered her voice and said, "You're both virgins, aren't you?"

Diamond and Silver flushed even redder, then Diamond was the first to speak. She jumped to her feet and yelled, "No! I've had tons of dick! All the time! In fact, guys can't keep their hands off me!" When Twilight just looked at her with a neutral expression, Diamond turned to her friend. "Tell her, Silver! Tell her how guys are always wanting to be with us! Tell her!"

But Silver just shook her head. "She's given us the solution, Dee. Now we know why we haven't changed."

Diamond pointed her shaking finger at her friend, then at Twilight. "You're a liar! And so are you, Your "Highness!" You just don't want to help us, and I'm not going to stand here and listen to any more of your lies!!" She said this last so loud her voice cracked. "Come on, Silver! We're going! NOW!" She turned and marched towards the door.

"...no..."

Diamond slowly spun around. "What. Did. You. Say?!"

Silver jutted out her chin. "I said, 'no,' Dee. The Princess is trying to help us, and I am GOING to accept her help!"

Diamond stared at her, as several emotions warred on her face. Then, suddenly, her shoulders slumped, and she relaxed. "Fine. Stay here. Stay here, listen to her crap, and be damned. I don't need her, and I don't. Need. YOU." And with that, she very calmly turned and quietly walked out the door, closing it softly behind her.

Silver watched her go as tears began to form in her eyes. There was a movement to her right, and she turned to see a tissue being offered to her by the Princess. She took it, wiped her eyes, then turned to them. She forced a smile. "So, the reason The Change didn't affect me is I'm still a virgin? But, how do I get a guy to notice me to change that?"

Twilight smiled at her, then looked over her shoulder at Spike. "Oh, I think I know somecreature that can help you with that! Follow me!" She took her by the hand and led her upstairs to her bedroom, with Spike following them both. Silver looked back at him nervously, wondering just exactly she'd gotten herself into.

Once they reached the bedroom, Twilight instructed her, "Take off your clothes."

Silver stiffened, and stammered, "Bu...but he'll see me...naked..."

Twilight smiled. "That's the idea, sweetie."

Still nervous, she hid behind Twilight as she slowly disrobed, starting with her slutty top, then her tiny miniskirt, then her heels, and finally her black, lacy panties. As she started to unroll her stockings, Twilight stopped her and said, "No. Guys like having sex with a girl with thigh-high stockings on their legs." Silver straightened up behind the alicorn, with hands over her pussy and breasts. Unlike Diamond, though, her breasts were a bit larger, and her butt was not quite as flat. Still, she was a long way off from looking like any of her female classmates that had changed, so she was extremely self-conscious.

She looked up at Twilight, using one finger to push her glasses back up on her nose. "What now?"

Instead of answering, she smiled over her shoulder at her, then said, "Spike, we need you over by the bed." He walked over and stood in front of it, facing them. Twilight then bounced over to him with a giddy smile, fell to her knees, then undid his belt. Silver's eyes grew wide and her heart sped up as she watched her unzip him, grasp his clothes in both hands, then look over her shoulder at her as she pulled the material all the way down.

Silver's pupils shrank to pinpricks and she gasped when she saw what was before her, revealed in all Its Shining Glory. The room was then bathed in a Heavenly Light, as choirs of naked, golden-maned, huge-breasted, bubble-assed Angels began singing all around her. A little flock of sparkling birds flew in through the open window and dropped a wreath of scented wildflowers onto her head. Her eyes filled up with Stars and tears. Her perky nipples hardened and her pussy became wetter. Of their own accord, and without her knowledge, her legs began walking forward, her arms fell to her sides, and she began drooling. His masculine scent filled the room, washing her tiny filly brain clean of all other thoughts but one only:

"Must...have...COCK..."

When she was in front of Spike, her hands went for his dick, then she stopped and looked timidly up at him. "Is...is it okay, Mr. Dragon?"

Spike smiled benevolently down at her. "Go ahead, darlin'," placing a hand on top of her head, "I'm quite okay with it!" Needing no other prompting, she fell to her knees, took his meat in both her tiny hands, closed her eyes, stuck out her tongue, and took her very first taste of cock. She circled the head with her hot mouth like a lollipop as her breathing increased. A little dollop of precum formed, which startled her.

"Oh! What's that?!" she asked Twilight.

Twilight smiled at her new "student." That means he likes what you're doing! Give it a taste!"

She stared at it for a moment, then brought her lips over as much of the cockhead as she could, slurping the entire discharge up. As soon as the precum hit the back of her throat, she closed her eyes, locked her knees together, and shivered. "Oh! Oh! Oh! What's happening to me?!"

Twilight cocked her head. "I'm not sure, but I'd say you just had your first orgasm! If that's the case, and you're so sensitive you can climax just from tasting sperm, then honey, you're in for a wild ride!"

"Uh! Uh! Uh! Deeper! Deeper! Ah luv it in mah ASS!" cried Apple Bloom, as she was face-down on the mattress, being plowed from behind. Everypony in the room was covered in sweat, as they all had been at it for hours.
Sweetie had made the colossal mistake of thinking she'd satisfied her mate with throat and pussy, when suddenly he flipped her over as she was trying to catch her breath after one particularly strenuous session. She looked back over her shoulder as she moved her tiny skirt out of the way. spread her legs, and lined himself up with her ponut.

"I gotta have this bubble ass at least once, filly..." he grunted. She'd smiled and arched her back to make it easier for him, so he wasted no time. Her eyes rolled up in her head once again as she felt a huge, meaty cock being slowly inserted into her. She gasped at his thickness, then her gasps turned into whorish moans as he began thrusting. Her ass bounced and jiggled each time he rammed himself home, then he did something unexpected: he spanked her! She yelped at the pain and glared over her shoulder at him, but then...he did it again! Then again! And while she didn't want to admit it, she was...starting to like it!

Then, to make matters even worse, he started to...to...insult her! "You...you're...a...slut! Aren't...you?!"

She grit her teeth, fighting against the intense pleasure. "N...no! No! I...I'm not!"

He slapped her bubble ass again. "Yes...uhhh...yes...you...ARE!" He fucked her even harder, and slapped her ass more! "Say...it!"

"NO!"

Then he stopped thrusting. "Then I guess I'll stop."

She became frantic. "Don't. You. Dare!! I haven't cum yet!!"

He smiled. "Then say it."

She grit her teeth again, but she couldn't stand it a moment longer. "Yes! Yes! I'm a dirty slut!" She looked over her shoulder at him with a feral gleam. "Now, FUCK ME!!"

"Whatever you say..." as he grabbed her hips and piled in, using all his strength to bury his cock in her ass over and over, again and again!"

Her eyes rolled up in her head as she came at once, her ass convulsing and flexing around his cock. "Oh! Oh! Oh!" Then she fell forward, completely knocked out into a fuck-coma. He came a few moments later, filling her tight ass with gobs of hot cum, so much that it oozed out of her ass and onto the bed. He slowly pulled out of her and looked around the room. His friend with the redhead had finished with her ass as well, but unlike the Unicorn, she was wide awake and still sucking happily on his dick as he lay exhausted on his back. His other friend with the mouthy pegasus had finished her off as well, as they both lay in each others' arms, and he could see he'd taken advantage of her bubble ass too, as it was red and still oozing cum.

Yep! They would definitely have to visit this fun town again soon!

Silver sat up and looked down at Spike's sleeping form. Twilight had long since showered and gone, saying something about needing to be at the Carnival. Then she looked down at herself. Her tits were now enormous, she'd grown several inches and her ass looked like something straight out of a porno. She could still feel the weight of dragon cum resting inside her flat belly, in her ass, and in her cunt, and she couldn't be happier!

The only thing that marred that happiness was imagining how her friend would react when she saw her.

But then she pushed those depressing thoughts aside, pulled back the sheets, and started doing once again something she'd just learned to love:

Sucking dick.

Side Story: The Slutty Seductions of the Suddenly Salacious Silver Spoon, Sexy Suck Strumpet!

"...then honey, you're in for a wild ride!"

Silver closed her eyes again and rode out another intense wave of pleasure, then opened them and looked at the dragon cock in her tiny hands. She brought her gaze up to the male and whispered, "Please, Mr. Dragon...I want some more!"

Spike smiled down at her, said, "Alright, little honey," then gently placed his hands on either side of her head. "Arch your back and straighten your throat..." he instructed. She propped herself on her knees and placed her hands on his thighs, sticking her butt out as her back was arched. What was he going to do?! Twilight took over the instruction.

"Remember to breathe through your nose, sweetie...he's going to stick his cock into your throat as far as it will go..." Silver's eyes grew wide.

"But it's too big!"

Twilight shook her head. "No dear...you're an Earth pony mare. And if there's one thing Earth ponies are known for, it's their adaptability in the bedroom!" She took a hand and turned her face back towards the cock. "Just relax; it will be better than you'll expect!"

Her heart beating like a rabbit, Silver closed her eyes and opened her mouth again. "Stick out your tongue," said Spike. Once she did, he said, "Alright...I'm going to start slow. If you do get too scared, tap on my thigh." She was still shaking as he inserted his dick in past her lips, paused for a moment, then slid into her mouth. "Do you want me to keep going?" he whispered.

She surprised herself by murmuring, "Mmm hmm!" as her tail flagged and her excitement grew.

"Good girl," breathed Spike as he got a better grip on her head, spread his knees, and continued to push forward. Now his dick was in her throat as her Earth pony instincts took over and she quickly took in air through her nostrils. She closed her eyes and shivered once again as the cock passed the erogenous zone at the back of her throat. Though she couldn't speak, she thought to herself, MORE, and grabbed his ass...then pushed! Spike's (and Twilight's!) eyes grew wide as he was suddenly seated balls-deep in her throat, with his cock buried somewhere near her stomach.

"Wow," sighed Twilight, "I think she likes it..."

"I think you're right," said Spike, as he slowly withdrew, then slowly thrust forward. He soon built up a rhythm as her spit coated his dick and her eyes rolled back in her head. Her arms fell helplessly to her sides as he continued to pump his cock in and out of the little filly's throat, as she came over and over while her own moans filled the room.

Twilight moved in for a closer look, rubbing her own cunt as she watched. "How does her throat feel?"

"Ah...ah...amazing...!" panted Spike, as he threw off all restraint and began to facefuck his helpless prey in earnest. As the "gluk" "gluk" "gluk" sound of his cock going in and out of her throat filled the room, Spike finally closed his eyes and grunted, "Ahhh...I...I'm....cummming....!" He grit his teeth, grabbed her by the back of the head, and stopped pumping as he began shooting his hot, creamy loads down her throat. Her eyes rolled back into her head again in ecstasy as she came even more violently, her body shaking and her cunt squirting marecum as she took each spurt like a champ, swallowing each and every drop.

After Spike slowly pulled his cock out of her throat, she sat back on her haunches, panting. After a few moments, she found her voice. "That...that was...amazing, Mr. Dragon!" Then she looked down at herself, and her face fell. "Wait...why haven't I changed?" She looked up at the Princess with wide eyes.

Twilight smiled serenely at her. "Technically, you're still a virgin, sweetheart."

"I...I don't understand." She looked at Spike's massive, still-erect, dripping cock. "Didn't... didn't we just have sex?" Twilight leaned over to her and whispered in her ear. Silver's eyes grew wide, then wider, as she blushed furiously. "Oh..." She looked at the male for a brief second, then at Twilight once more, then jumped up and ran to the bed! After setting her glasses on the nightstand, she lay on her side on the bed. She reached up with one hand and undid her braid so her mane flowed freely about her shoulders, then watched the dragon with wide eyes. As he slowly climbed up with her, she lay on her back and spread her long, smooth legs, still clad in their dark, thigh-high stockings, as wide as they could go. Her pussy was swollen, and sopping wet. He carefully settled himself between her legs, and she reached up and held his chest, whispering, "Please be gentle with me, Mr. Dragon..."

Twilight joined in as well by laying next to them both, and grabbing Spike's cock just before he entered her. "Let me help you out here, stud," she panted, as she stroked him with one hand while fondling herself with the other. Then she pointed his dick at the little filly's moist entrance and smiled. "Are you ready, sweetie?" she asked. Silver closed her eyes and nodded. Then she opened her eyes and gasped as Spike sloooowly pushed into her. There was some pain at first when he broke her hymen, but as he kept going deeper and deeper, the pain quickly subsided and turned to pleasure.

Spike bent down and put his chest to hers. "Do you want me to stop?" he whispered. Instead of speaking, she threw her arms around his neck, violently shook her head 'no,' then wrapped her legs around his waist.

Then...she simply held. On!

Spike started slowly at first, not wanting to hurt her, but as her moans increased he realized she was enjoying his cock more than he thought a filly her size could! After a few short minutes, he was pumping away at her hungry pussy with the same power he'd used on Rarity and Twilight! And she reached climax even harder!

She arched her back, rolled her eyes to the back of her skull, and lolled out her tongue, shaking her head from side to side as she was being pounded without mercy! The bed was rocking violently and the mattress creaked as she panted, "Ah! Ah! Ah! M...Mist...Mister...Dra...gon! Kee...keep...fu...fuck...fucking...ME! Don...don't...STOP!" Her body seized up and she gripped her legs around him tighter. "Oh! Oh! Oh! It's...hap...happen...happening...again...!!" Her reactions pushed Spike over the edge as well, so he buried his thick, throbbing, meaty cock inside her tight, virgin pussy, clenched his teeth and closed his eyes, then cut loose! They both screamed together as he filled her cunt with his hot, thick, creamy dragon seed until it overflowed her swollen cunt and oozed out onto the bed, mixing with her juices she'd squirted with her intense orgasm.

Twilight bounced along with them on the bed and watched them with growing heat...and anticipation! Any...moment...now..." she said to herself. She eagerly kept her eyes on them both as the dragon fell on top of her as they panted and caught their breath. After a few moments, Spike sat up and slowly pulled his cock out of the dazed filly, causing a torrent of cum to gush out of her well-used cunt.

She slowly opened her unfocused eyes and smiled. "Than...thank you, Mr. Dragon! That was...wait...I feel...funny..." She looked down at herself and saw she was glowing. She looked at Twilight. "Pri...Princess?" Twilight merely nodded. Silver struggled to her knees and kept watching herself. Her entire body was tingling, from her head all the way down to her toes. First, her mane grew and grew, until it was past her waist. Then, she felt herself growing larger. The stockings she was wearing got tighter and tighter, so she quickly sat back on her ass and slipped them off. Then, much to her delight, her boobs expanded from small 'A' cups to a pair of enormous 'DDs!' Her nipples hardened and when she lightly ran her fingers over them, she shivered through a mini-orgasm, as they were now extremely sensitive to the touch! She went "oh!" as she also felt her ass grow fuller, rounder, and softer...

She looked around the bedroom until she spotted a full-length mirror, then got up and bounced over to it. She stared at her reflection in awe, holding a hand up to her face. Even her lips were fuller and softer looking! She turned in the mirror to get a good look at her ass...and she loved what she saw! Noting that one of her cutie marks had changed, she smiled, put her hands up to her mouth, and turned back to Mr. Dragon and the Princess, who had been watching her the entire time. Twilight beamed at her. "What do you think?"

With happy tears beginning to flow down her cheeks, she declared, "I'm a bimbo!"

Silver ran her tongue slowly around her mouth as Spike moaned and gasped, trying to catch his breath from her last..."performance." She smiled as she looked down at him, and swallowed the last of his tasty cum down her throat. "Thank you, Mr. Dragon," she whispered, as she bent down, gave his rod a sweet kiss, then added in her new, sultry voice, "Would you like to fuck me again, Mr. Dragon?" She sighed sweetly. "I'd looove to have you stick your big, thick, throbbing, wonderful cock in my ass again..."

Spike gave her a half-lidded gaze, then slowly, reluctantly, shook his head. "Sorry, little darlin'," he panted, "but earlier I was with Rarity for a few hours, then Twilight, and now you and Twilight again! I gotta get my strength back!" He laid back down and closed his eyes.

She smiled and said, "Okay," and then climbed off the bed. She went into the shower for a few minutes, dried herself off, then came back out with the towel on her head and tail only. She sat at Twilight's vanity and thoroughly dried and brushed her mane and tail, then walked over to the nightstand for her glasses. She then picked up her clothes, looked down at herself, and shook her head. There was NO WAY any of the items would fit her now, so she threw them aside and went to Twilight's closet. She picked out a short little miniskirt and a sleeveless tank top that fit tight around her giant tits and slipped them on. The skirt barely covered her now bodacious, luscious ass, but as it quite nicely showed off the lacy white panties she'd also found she wasn't too concerned.

The only thing that gave her pause was her new cutie mark. On her right ass cheek, her old one had remained the same, but on her left, it had been changed to a set of wet, luscious, red lips with a drooling tongue hanging out. She smiled as she figured it probably represented what she now realized had become her true side calling: sucking as many cocks as she could. The skirt was so short it barely covered the new cutie mark, so on her walk back to her home, there should be more than a few stallions who would see it.

She looked over her shoulder as she was leaving the bedroom at Mr. Dragon, who despite his earlier protestations was sitting up on his elbows staring at her ass. She gave it a little shake for him, then waggled her fingers and smiled. "See you later, Mr. Dragon...thanks again for that big dick!" Her bare feet made little noise as she descended the stairs, having foregone any footwear as her old ones were just too kid-like, and she didn't find any of the Princesses she liked. But she was in love with this new body, marveling again at how even her voice had changed. She certainly didn't sound like a little filly anymore! Along with the changes to her tits and ass, her lips were more full and softer (juuuust right for wrapping around a cock!), and she could feel her hips sway on their own as she walked. She wasn't quite sure, but she may have had a slight drop in her intelligence level...but...since she was rich, that wasn't much of a concern.

As she exited the Library, she paused, closed her eyes, and took a deep, booby breath of the slightly chilly night air. The air felt good against her fur, then she looked down and squeaked as she saw her nipples harden and poke out against her top. She barely stifled a moan, as her tits were now extremely sensitive, but she cleared her throat nervously and began walking towards her home. Her boobs and ass jiggled as she bounced along, along with her tail which swung back and forth in time with her hips. Her bare, delicate feet pressed silently on the cobblestones, sending shivers up her spine from her new-found pleasure centers on her toes and insteps. She felt a tingle from her feet to her lady parts, to her mouth...she needed to find another cock soon! Hopefully, another one that could reach the deepest parts of her ass, as besides sucking dick, she'd found being thrown on her stomach and having a huge, meaty dick pounded into her tight, hot asshole while she screamed and came over and over most enjoyable!

She only hoped Mr. Dragon hadn't spoiled her for stallion cock; his dragon dick had those wonderful bumps all along it, that had tickled her throat, her pussy, and her ass...but from the pictures she and Diamond had snuck into their rooms stallions' cocks weren't like that. Thinking about her friend caused a wave of sadness to come over her briefly; she only hoped that when she saw her, she'd see reason and admit she just needed to finally take a hard cock, and The Change would take effect for her.

The Town was abuzz with activity. Besides the Annual Autumn Harvest Festival, which always drew a sizable crowd, word had soon reached every corner of Equestria concerning the sexy changes that had happened to the once relatively unknown town of Ponyville. Already on everyponies' radar due to the presence of the Princess and the Element Bearers, she and her friend had also heard a rumor that it was now being referred to as "Slutville." They'd giggled at the sheer naughtiness of the rumor, but at the time she and Diamond had secretly envied those who'd been able to join in on the "fun."

But now? Now here she was, bouncing and jiggling down the street, with a huge set of knockers and an ass barely covered in a tiny miniskirt that was starting to draw attention!

She'd barely made it a block from the Library when she heard a quavering voice call her name. "Si...Silver Spoon? Is...is that you?!" She paused and looked over her shoulder, only to see Rumble, Thunderlane's younger brother, standing there with his tongue practically hanging out.

She turned to him and smiled, noting his eyes were immediately glued to her tits. "Oh, hello Rumble." She walked back to him and stopped. She was now a head taller than him, so she took a finger, placed it under his chin, and slowly moved his head. "Up here, sweetie. My eyes are up here."

He flushed an interesting shade of red, and stammered, "S...sorry! I'm just...I mean...sorry!" he finished, lamely.

She dimpled at him, and said, "Don't worry; I don't mind...I like it when stallions look at my body!" Then she sighed. "But... the problem we have here is...you're underage...so you and I can't have any "fun."

His eyes grew wide. "Bu...but I'm not underage! My eighteenth birthday was last month!"

She cocked an eyebrow. "Then...why hasn't The Change affected you?" She leaned down and whispered in his ear, "Are you a...virgin?"

Fear flashed in his eyes, but also a bit of wounded pride. "No!" he said loudly. "I'm not some loser that's never had sex! I've had lots of girls! My brother is a Wonderbolt, and I get mares falling all over me just like him!"

She gazed down at him sadly. Finally, she sighed and said, "That's too bad. I was going to suck all the cum out of your balls if you were honest with me, but you weren't. Goodbye." She turned and walked away, as he stood there, stunned.

He screamed, "Wait!" but she kept walking, never looking back. Soon, she came to a busy area full of what looked like mostly tourists, for quite a few had cameras and were snapping away at the various sights like the Town Hall, the big Statue, Sugarcube Corner, and such. Her interest peaked when she saw there were also a great many stallions in the crowd, and she smiled and waggled her fingers at more than a few of them. But even though their faces brightened when they saw her, they seemed to be already claimed by another bimbo. Indeed, she'd already encountered nasty looks from other mares who thought she might be a threat, and clutched their males tighter as she'd walked past.

She saw an empty bench and went over to sit for a bit. This wasn't going to be as easy as she thought. And that's when she heard quiet weeping coming from somewhere behind her. She turned and looked, then adjusted her glasses and saw a lone stallion sitting by himself with his back to her across the Square. She wondered briefly to herself why he hadn't been claimed in this sea of hungry bimbos, then got up to look for herself. She couldn't see his face as she walked up to him, but she guessed he was probably hideous or something...even if he was, she could at least talk to him.

When she got close enough, she could see he was short, leaning forward with his hands over his face, with an odd coloring to his fur that was strangely familiar. He must have sensed her presence when she came near for he suddenly looked up, and her face fell when she recognized him. Pipsqueak, the other underage stallion in her class. Of. Course. His eyes grew wide as he stared at her. "Silver Spoon?" He sat up and stared at her from top to bottom, but unlike Rumble, he made the effort to look into her eyes. "Wha...what 'appened to you?"

She sighed and sat down next to him. "I changed," she said simply. "Why were you crying?" She braced herself for a lie, but he surprised her.

"Oh, you heard that?" He looked away. "I was just upset because I was trying to attend the Carnival, but was told it was "Adults Only" after dark!" He drew his diminutive self up proudly. "I'm really tired of ponies looking at my size, and thinking I'm still a kid!"

Her heart began to beat a little faster. "You mean, you're not?"

He spared her a brief glare. "Not you too...we're in the same class! Don't you know how old I am?"

She blushed. "I'm really sorry, Pip...you know I mostly hang out with Diamond Tiara...I...haven't taken the time to get to know many other kids."

He scowled. "Like I said, I'm not a kid." Then he looked around again. "Where is your friend? I thought the two of you were joined at the hip or something."

Now it was Silver's turn to blush again and look away. "We...had a fight, and she's not speaking to me."

He stared at her, thinking. Finally, he said, "I'll be honest: I don't like her much, but I'm sorry the two of you are fighting. I hope you two can make up."

Her eyes twinkled as she met his. "You mean that?" She smiled. "That's...sweet."

He wiped his face on his sleeve and stood. "Yeah, well, it's no big deal. Good friends are hard to find, so you gotta treasure the ones you have." He sighed and looked around. "Well! Looks like I'm not getting into the Carnival, so I might as well go home. See you."

As he was walking away, she sat there stunned for a moment. Doesn't...doesn't he...want me? "Wait!" she called.

He stopped and looked over his shoulder. "What?"

She patted the seat next to her. "Don't rush off. There's something important I want to talk to you about."

He huffed impatiently and sat back down. "What is it?"

She fished around for a way to bring up the delicate subject. "Umm...aren't you bothered by not being affected by The Change yet? You did say you're old enough, right?"

He shrugged, his Trottingham accent becoming more pronounced. "I figger it's sum weird Unicorn magic, innit? It'll 'appen when it 'appens, yeah?"

She stared at him, then scooted a bit closer. Lowering her voice, she said, "I think I know why you haven't changed yet..." Here she paused. This was the moment of truth: if he reacted like Rumble, then they were both out of luck. She leaned forward and whispered in his ear. He turned bright red and stared back at her.

Then slowly, he nodded.

Relief flooded through her...followed quickly by her nipples growing hard and her pussy getting wet, as she realized what this could mean. Chest heaving and her heart beating rapidly, she scooted even closer and whispered in his ear again, this time allowing her tits to brush up against his arm. No harm in giving him a little push!

She got her answer when she looked down and saw his cock immediately prod up against his pants! It was of course nowhere nearly as large as Mr. Dragon's, but she smiled as she realized she could still have some fun with it! His face was flushed as he stared wide-eyed up at her, and he appeared to have lost the ability to speak, so she smiled again, closed her eyes, leaned forward, and brought their lips together for a sweet kiss. When she finally broke the kiss, he was breathing like a bellows, so she gently took his hand in hers, stood, and pulled him along behind her.

It wasn't that far to her home.

"Miss...Spoon?" the butler asked as he opened the door. She smiled up at him as she led her friend inside.

"Yes, Jensen, it's me. My company and I will not wish to be disturbed for the next few hours, but have cool drinks waiting outside the door." She looked over her shoulder. "Is that understood?" The butler quickly pulled his eyes off her ass and nodded.

"Yes, Miss Spoon. Understood."

As she climbed the stairs with the entranced teen following close behind her, she heard him slightly groan. She looked back over her shoulder at him with a smile. "Almost there, honey." She looked down at his cock, which was practically tearing itself through his pants. The entire ten-minute walk, he'd endured seeing her bouncy, bubbly amazing ass sway baaaack and forth under that tiny miniskirt and those lacy panties, and he was nearly at his limit. She grinned again. "Relief is coming soon..."

They finally came to a large set of double doors, and she pushed them open. Inside, it was easy to see it was a mare's room, as it was all pinks and hearts and flowers, with a large vanity table off to one side and a huge, four-poster canopy bed sitting on top of a faux-furry pink rug. "Make yourself comfortable," she said as she closed and locked the doors. He immediately made his way over to the loveseat situated at the foot of the bed and sat down, staring hungrily at her. She turned away from the doors and looked at him. "No, sweetie...when I said, 'make yourself comfortable,' I meant, 'take off your clothes'..."

He stood and immediately tore apart his shirt, quickly reducing it to tattered rags! Before he could do the same to his chinos, she crossed the room and said, "Whoa, stud! I'll take it from here!" She fell to her knees in front of him on the rug and undid his belt, swiftly unzipped him, then in one smooth motion pulled his pants and boxers down to his ankles. His cock popped up, throbbing and angry red, before her. "Oooo...you're bigger than I thought you'd be..." she gasped. She then pushed him back to the loveseat and settled between his knees. Stopping only to take her glasses off and throw them across the room, she lowered her head and finally took him into her hot, wet mouth. They both moaned, she from the wonderful feeling of cock in her mouth, he from the relief! But because he was so pent-up, (and from having never had his cock sucked before!) it only took a few bobs of her head along with her deep sucking before he bucked and screamed, buried his hands in her mane and violently spurted hot, thick cum into her mouth again and again. His body jerked and spasmed as his eyes rolled back in his head and his tongue lolled out, while she climaxed as well, happily sucking down each mouthful.

She kept her soft, wet lips wrapped around his dick the entire time, moaning and slurping as he continued to pump into her hot mouth. After almost a minute, he sighed and relaxed, falling back in a heap on the loveseat. She met his eyes with his cock still in her mouth as she smiled at him, as he looked down at her with blurry vision. "Bl...blimey..." was all he could get out at first. She gave him one last suck before she pulled off him with a >pop<, then sat back, closed her eyes, and swallowed the last of his seed.

"Mmmm...so good..." she whispered.

As she was taking his clothes off his ankles, he looked at his hands and muttered, "I...I thought you said...said...I'd change after this?" She smiled as she stood and removed her panties.

"That's the mistake I made too." She took him by the hand and led him over to the bed. "Lie down for a minute; I'll be right back!"

But he gripped her hand as she was turning away. "Wait! Where are you going?!"

She leaned down and kissed him, then whispered in his ear, "To get some naughty stuff to wear for you...I won't be long, I promise!" She skipped over to the doors, unlocked them, then closed them after her as she quickly made her way to her mother's room. She bounced over to her mother's lingerie closet and picked out a saucy babydoll nightie, some thigh-high stockings with a garter belt, and then some slutty heels.

She was just bending over, tail in the air, looking through her mother's "toy" drawer, when she suddenly felt warm hands grip her ass. Her eyes grew wide and she went, "Oh!" A wave of pleasure sent a shiver up her spine, so she had to take a moment before she could look over her shoulder to see who it was. "Jensen!" she cried, trying to sound indignant, but she subconsciously arched her back, spread her legs, and braced herself against the drawers. "What do you think you're...doing?"

"Forgive me, Miss," replied the normally stoic butler, as he continued to fondle her ass,"...but I found your derrière to be most irresistible..."

It took her a split-second to make up her mind. Staring back at him with bedroom eyes and her tongue lolling out, she said, "It's my ass, Jensen. If you're going to stick your cock in it, call it an ass..." Reaching into the "fun" drawer, she grabbed a bottle of lube and tossed it to him. "I promised my date I would return to him quickly, so hurry up..." As the butler was frantically undoing his pants, she added, "And don't think this will be a habit! I'm just really horny right now!"

"Yes, Miss..." replied the butler, having already freed his member and was lubing up his cock. Efficient in all things, he quickly pulled her tail up with one hand and used his thumb to lightly spread her cheek with the other. She gasped as he then slid his now well-lubed cock between her soft cheeks.

"Oooohhh, Jensen..." she moaned, as he released her tail and grabbed her hips, "Your thick cock feels sooo good...maybe we will make this a habit..." She stuck out her tongue and gazed back at him with a sultry look, as her body was being rocked back and forth with each thrust.

"In...deed...Miss..." grunted the butler, as he began fucking her tight little ponut with wild abandon, mindful of the time. Efficient as always. The slapping of his hips against her bubble butt echoed through the room, mingled with her whorish moans.

"Ah! Ah! Ah! Faster!" she screamed, as her pleasure grew and she shut her eyes.

"Y...yes, Miss..." he shuddered, increasing his speed. He looked down, eyes half-closed, as he watched his cock sliding in and out of her tight, young ass...iiiinn and ouuut...iinn and ouut...over and over...>squish!< >squish!< >squish!<

All of a sudden she arched her back, her face turned towards the ceiling. "Ah! Ah! Ah! I'm...CUMMING!" as her asshole spasmed and seized around his cock, causing him to begin spurting as well.

He buried himself in her ass and, keeping his voice level (with extreme effort!) he said, "I too...am cumming, M...Miss...in...your...ass!" He closed his eyes as he jerked and bucked his hips, pumping his dick into her willing ass again and again with each load. Finally spent, he stepped back and pulled out, panting. "That...(ahem)....that was most enjoyable, Miss Spoon." She fell to her knees as she turned and looked at him, catching her breath. As he readjusted himself, he hung his head and said, "Sadly, what I did was also quite inappropriate." He then drew himself up proudly and took a deep breath. "I shall submit my resignation papers in the morning."

As he spun on his heel and began to march out of the room, he heard a low voice say, "...don't. You. dare!"

He stopped and looked back at her, seeing a feral gleam in her eyes. "Miss...Spoon?"

She shook her head. "You're not taking that amazing cock anywhere, you hear me? You and I are just getting started..."

He drew himself up again, once more the elegant butler. "As Mistress Commands..."

It actually ended up being a good thirty minutes before the door reopened, and a stocking-clad leg, wearing a red, stiletto-heeled pump came into view. Pip's attention was immediately drawn to the door, and his dick sprang to attention. The rest of her soon followed, as she slyly peeked around the door at him and smiled. "Sorry it took so long, sweetie..." she whispered, as she fully entered the room, showing her full attire, " but I'll make sure it was worth the wait!" His jaw dropped and he involuntarily allowed a bit of drool to slip unnoticed from the corner of his mouth as he drank in the sight of her lingerie, garter belt, stockings, and "fuck me" heels. After locking the doors once again, she crossed the room and climbed up on the bed, looming over him. Her huge tits hung over his face as her freshly-showered scent and sweet perfume wafted over him as she smiled and straddled his lap. "Time for you to Change..." she whispered, as she steadied herself with one hand on his chest while using the other to position his throbbing cock at her pussy. She closed her eyes as she sank slooowly down, taking every inch of him into her tight, hot, wet cunt. "Ahhhh...that feels...good..." she sighed. She placed both her hands on his chest and slowly ground her hips in a circle. "Mmmmm...do you like that, baby...?" He grabbed her ass and nodded, tongue out and eyes half-open.

She then leaned down and locked her mouth onto his, kissing him passionately while flexing her cunt muscles all around his meat. Breaking the kiss, with a string of saliva still connecting their tongues, she sat up and declared, "Now, I'm gonna take you for a ride!" She then began bouncing up and down on his cock, driving him in and out of her slick, tight cunt. Her ass jiggled and her tits bounded with each bump. "Oh! Oh! Oh! So! Good! So! HARD!" The bedsprings creaked rhythmically in time with her bouncing, as both their moans increased. She threw back her head and gasped, "I...I...think...you're...get...getting...BIGGER!"

And she was right!

Through her haze of pleasure, she looked down at him, and saw that he was glowing! Before her delighted eyes, he grew at least a foot taller, his moaning voice became deeper, and best of all, she could feel his dick getting LARGER and THICKER inside her! He roared as he suddenly grabbed her, flipped her onto her back, and began pounding her down into the mattress! "Yes! Oh my GAWD, YES!!" she screamed. "FUCK ME!!" She locked her legs around his waist as he seized up and UNLOADED what felt like buckets of hot cum inside her, causing her to nearly pass out from her own climax! Her eyes rolled up in her head as her pussy squirted and pulsed around his cock, and she was reduced to only being able to make "gah! gah! gah!" sounds as she was hit by wave after wave of powerful orgasms. Even Mr. Dragon's cock hadn't made her feel this good!

Finally, both their waves of orgasms subsided, and he fell exhausted next to her face, as she wrapped her arms around his head. He was now a few inches taller than her, so she was more than a little turned on by now having to gaze up at him. They both panted while looking into each others' eyes, then suddenly began frantically kissing again. After a few moments, they broke the kiss, breathing heavily. He brought a hand up to his face, then flexed it, noting its new size. He looked into her eyes again, and with an effort, he breathed, "Tha...thank you..."

She smiled up at him, then moved one of her nipples to his mouth. As he began sucking, a mini-climax pulsed through her, and she whispered, "You're sticking that big, wonderful cock in my ass next..."

The next morning, after calling Jensen to her room and sucking all the cum out of his balls as a kind reward for the day before, she made it her business to seek out Diamond. All of the Rich family servants that were in view stared openly at her as the Head butler escorted her up to Diamond's room. He couldn't help but give her one last incredulous look before knocking. "Who is it?" called out a sullen voice.

"A Miss...Spoon? Here to see you, Miss Diamond."

There was a pause, and then, "Tell her to go away Hodgkins! I'm not in the mood!"

"Dee, don't be like that. I need to speak to you."

Maybe it was the change in her voice, or maybe she really did want to see her, but there was the sound of footsteps, and then the door slowly opened a crack. Silver smiled down at her, as Diamond's eye grew wide, and she pushed the door open and looked her up and down. "Si...Silver? Is...is it really you?"

Silver's smile grew brighter. "Yes, Dee, it's me. Let's talk."

Diamond's eyes grew wide with disbelief. "And...and it was how big again?!" Silver smirked and held up her hands an uncomfortable distance apart. Diamond blinked. "And...you took...the whole thing?!" Silver sighed and nodded with a dreamy look in her eyes. Diamond started to sweat. "But...what about...Mr. Dragon's?" As Silver started to raise her hands again, Diamond shot forward and stopped her. "Never mind! I...I don't want to know!" She left her seat and began pacing the room, stopping only to glance back at her friend and shoot her envious looks. She looked like a mini version of her Mom, only younger! Same huge breasts, same butt, same long legs! They were even almost the same height! This was intolerable!

Then she rounded on her. "How many others did you tell I'm still a virgin?! Answer me!!"

Silver gazed calmly back at her. "No one, Diamond...you know me better than that..." She sighed and added quietly, "You're my friend."

Diamond stared angrily back at her...then her bottom lip began trembling as fat tears started to roll down her cheeks. Then she broke down and ran forward, grabbing her friend in a hug, and began wailing. Silver simply held her to her ample bosom and let her cry. "I...I'm...so...ashamed!" Diamond cried. "E...even...those...hu...hussies...we...we...used to make fun of look hot now!" She turned her teary face up to her friend and added, "Don't you get it?! That means all the boys think they're prettier than ME!!"

Silver let her cry some more, then took her by the shoulders and held her at arm's length. "Diamond," she said in a firm voice, "listen to me. Your condition is temporary. All you have to do is get laid, and you will Change!"

Diamond wiped her eyes and sniffed. "But...but how will I attract a stallion? This town is now full of booby bimbos...nopony will look at me twice!" Her friend smirked knowingly.

"Leave that to me."

As she made her way from the Rich mansion, she suddenly came up short and stood stock still when she realized she didn't actually know where Pipsqueak, or Pip, as he liked to be called now, lived. Then she remember the one mare in Town who knew everypony on a first-name basis, so she hurried to Sugarcube Corner. At this early hour, it should be free of the rather risqué side of the business, so she entered without fear of seeing her Mom and Diamond's involved in their..."hobbies." Not that she cared, in fact, she had been rather envious of all the male attention her Mom had been getting. And now that she herself could compete, she fully intended to take advantage of every opportunity to show her Mom up!

Nevertheless, she still breathed a sigh of relief to see only normal business going on, though when she looked again, she noticed both Pinkie and Mrs. Cake were not dressed professionally! Well, not for the profession of bakers! They both were wearing tiny middie tops that fully showed off their racks, and to Silver's eyes, they also bent over far too much when serving male customers, though it didn't look like those customers minded! She steeled herself and went up to the counter.

"Oh! Hello, Silver Spoon!" said Pinkie merrily. "What can I get you?"

"Information," she said flatly. "Can you tell me where the Windsors live?"

Pinkie smiled. "Oh, you mean Pipsqueak and his mother? Sure, they live on the south end of Town, three blocks down from the big oak! Their house is the large, two-story Tudor! You can't miss it!"

"Thanks..." she said, and turned away, but was stopped when Pinkie called after her.

"Wait! Didn't you want to buy something?" But Silver kept walking.

"Not hungry..." she muttered, as she pushed the doors open and stomped outside. She soon came to the address and stood there staring up at the place. "Big oak...three blocks down...two story...this must be it." She went up and knocked on the door. After a few moments, it opened a crack, and a mare about her height looked out at her.

"Yes? Can I help you?" she asked.

"Mrs...Windsor? I'm Silver Spoon. Is...Pipsqueak here?"

The mare swung the door completely open, revealing her attire. She was dressed in a slutty miniskirt that barely covered her round ass, high heels, thigh-high fishnet stockings, and a halter top that fought mightily to hold in her massive tits. On her lips, she wore bright red lipstick, rouge lightly covered her cheeks, along with heavy eyeshadow and dark eyeliner. "You must mean my new boyfriend! Please, come in!" she said. The puzzled look on Silver's face was obvious, so the gorgeous older mare smiled, blushed, and clarified. "My son came home yesterday...Changed...so he made me wear this from now on!" Then her eyes grew wide with recognition. "Wait...did you say your name is Silver Spoon?! Then, it's you I have to thank for that big, luscious, amazing cock he has now! Thank you!" She actually threw her arms around her and hugged her, to Silver's great surprise. Mrs. Windsor drew back and beamed at her. "You have no idea how long a 'dry spell' I was enduring before all this happened!" Her eyes grew sultry, "But now, thanks to you, I---" but she was cut off by a loud, "Mare!!" She jumped, her eyes grew bright and eager, and her face flushed.

"Oh! That's him! Please excuse me!" She turned and bounced up the stairs as quickly as she could (or as well as she could; the high heels she was wearing didn't make for fast travel) and Silver heard her open a door and ask, "Yes, Pip?" She couldn't hear his answer, so she climbed the stairs herself. By the time she reached the door in question, she could already hear a "Mmmmph, mmmph, mmmph," as well other slurping and sucking sounds. Then she heard a deep male voice order, "Lick my balls, mare..." followed by an excited female voice replying, "Yes, Pip!" and the continued sounds of slurping.

At this point, Silver was becoming extremely heated herself, and nearly forgot why she came, but she shook herself clear of any lewd thoughts for herself and continued to listen. Soon, she heard, "Now, suck my cock!" followed by, "mmmmm!" Silver's hand strayed to her own panties on hearing this, for that sound was unmistakable! She pressed her ear to the door as she kept fondling herself, and could just make out the sounds of moaning getting deeper. The sounds of a dick going in and out of a throat grew louder and louder. She heard his voice sharpen, then, "I...I'm...CUMMMMMMING!!" She could hear frantic gulping, then a sensual female voice moaned, "Ahhhhh...it's all over meeee..." She closed her eyes and came, as that last mental picture pushed her right over the edge! She was still leaning against the wall and panting when the door suddenly opened, and Mrs. Windsor stood there, running her hot tongue over her fingers as her face and tits were still covered in jizz.

"Oh! Silver! I didn't know you were up here." She smacked her lips as she turned and looked back at her "boyfriend." "He might be spent now, but you can go in and see him. I'm sure he'd be happy to have another mare service him!" She swished away, hips swinging from side to side, happily licking the last of her son's thick, creamy spunk off herself. Silver took a moment to orient herself, then stumbled into the room. Pip lay across his couch, naked from the waist down, with a contented smile on his face. Her eyes were immediately locked on his now massive cock that dangled between his legs, now limp, but still impressive. He turned a dazed look up at her and smiled.

"Well, 'ello, luv!" He gestured to his dong. "Fancy a suck?" Silver's tail flagged at once, and she took a step forward...then stopped, staring down at the sight before her. His big, meaty cock. His luscious-looking orbs, still churning with tasty cum. Her mouth began to water as she stared without moving, and her sexy attention caused his dick to rise.

"Whoa...sweets! I'm thinkin' you like what you see!" He shifted his position so he was facing her and spread his legs, giving her full access to his junk. "Don't 'old back, luv! Look! "E's 'appy to see you!"

Suddenly she moaned, "...must...have...cock...!" then fell forward onto her knees, placed her hands on his bare thighs, and in one smooth motion took him all the way into her throat. "Hrrk..hrrk...mmmmph...mmmmph..." as she bobbed her head up and down and hummed with delight. The feeling of his dick buried once more in this slut's throat went straight to his brain, as his moans mingled with hers.

"Loo...look at me...slut..." he breathed.

She smiled around her mouthful as she brought her twinkling eyes up to meet his, never slowing in her sucking and slurping. She had absolutely no problem with being called a 'slut,' for she planned on sucking as much dick as she could from this point on, and she had the cutie mark to prove it! She hollowed her cheeks and sucked all the more as she lovingly caressed his balls, taking him into her throat and back with little effort, despite his girth and length! Her spit thickly covered his cock and dripped off his balls, as she used its slickness to rub his balls even further. Which, judging by his increased moans, he was certainly enjoying!

Suddenly, he threw back his head and buried his hands in her mane, then started thrusting wildly. She braced herself and held on for dear life as he began screaming and pumping his jizz down her throat, as she eagerly swallowed. Only after he relaxed with a satisfied moan did she stop sucking, then popped him out of her mouth. "Mmmm...just as delicious as before, stud..." she whispered. Getting to her feet, she briskly removed her soaked panties, then climbed up onto his lap.

With a dazed look he managed, "Wha...what are you...doing...?"

She spread her legs and positioned him under her. "Sticking your big dick in my ass, of course!" she primly replied. She then sighed as she sank down, his cock finding its new warm home nestled in her bowels. As she placed her hands on his shoulders and bounced her tight, hot ass on his lap, she said, "I did...did...Oh GAWD, you're...so...BIG....have...a reason...for...for...coming here other...than...to...to...fuck you, by...the way..."

"Ah...ah...ah...and...what...was...that...?"

She closed her eyes from the pleasure of having a cock in her ass once again, then said, "I...need...you...to...fuck...Di...Diamond...Tia...Tiara..."

He frowned. "I...already...told...you: I...don't like...'er...much." But as Silver was opening her mouth to further entreat him, he held up a hand. "But, since...it's you as...asking, esp...espec...especially...with...my...COCK...in...yer...ASS! I'll....gladly 'elp 'er out!"

She smiled and squeezed his dick with her ass muscles as she bounced up and down. "Tha...thank...you! Now...cum...for...ME!"

Just as he was about to unload, the door opened, and his mother came back into the room. She smiled and said, "I thought I heard some fun happening up here!" She fell to her knees, turned upside down, squeezed in between his legs, and held onto them as she began licking his balls. The added sensation of his dick being buried in one slut's ass while another slut licked and slurped his balls was too much...when his orgasm hit, it hit like a freight train! Both he and Silver came violently, as she gushed marecum and he filled her with so much spunk it oozed out of her ass and onto the other slut's face.

His Mom sat up with her eyes closed, cleaning the thick fluids off her face and popping them into her mouth. Once she could see, she smiled at them both and said, "That was delicious!" Then she stood and removed her panties, and pushed Silver aside. His dick made a wet *shlorrrrp* sound as it slid out of her ass, while Silver moaned and fell to the couch helplessly, still out of breath from her orgasm. Mrs. Windsor quickly took her place, straddling her son's lap and grabbing his dick to point it where she needed it. She closed her eyes and sighed as her son's dick slid up inside of her, "...but now it's...ahhhhh...time for Mommy to get a cock in her ass!"

"What...what do I do?!" fretted Diamond, as she fluttered about her room. Silver sat across from her, cool as a cucumber.

"You can relax, for starters. And take off some of that makeup; you don't need to wear so much."

Diamond frowned. "But...I have to look hot and sexy, or he won't want me!"

Silver sighed. "Please trust me on this, Dee: you don't have to try so hard."

"Hmmph!" grunted Diamond as she sat at her vanity and removed her eyeshadow and rouge. "Easy for you to say!" She turned back around with just her red lipstick. "Better?"

Her friend smiled and said, "Much! Now, go put those stockings on with that garter belt like I mentioned before. I told you: guys love having sex with a girl wearing stockings!"

Diamond had just slipped them on in time when there was a knock on the door. Her heart practically leaped out of her chest and she turned terrified eyes on Silver. Silver pushed her hands at her in a "go on" gesture, so she swallowed and in a shaky voice said, "Y...yes?"

"A Master Windsor here to see you, Miss Diamond," replied the butler.

"S...send him i...in..." Diamond's eyes practically popped out of her head when the door opened and he came into the room. The first thing she noticed was he was tall...much taller than the last time she'd seen him! The second was the width of his broad shoulders...and the last, which made her tail flag and her pussy leak juices, was the look of absolute confidence in his eyes as he looked down at her! This. Was. NOT. the little foal she knew from school. Not anymore! "...Alpha male..." she whispered in awe.

"Well!" he said as he stared lustfully down at her, "This be the little minx I'm here to deflower, yeah? Why don't you start by suckin' me cock first, little pretty?" Diamond, shaking like a leaf, turned to Silver for help.

She smiled and said, "I was going to leave you two alone, but I'm happy to lend a hand!" She licked her lips as she stared smokily up at him. "...or a throat..." she added. Falling to her knees in front of him, she slowly undid his pants, then looked over her shoulder at her friend as she pulled them down.

"Oh. My. GAWD!" Diamond moaned, as his cock was revealed to her wide eyes. Her tail flagged again and her knees went weak and bow-legged, imagining what that monster would do to her! Silver had him step all the way out of his trousers, shoes, and socks, and led him over to the bed, where he took off his shirt and lay down. She then came over to Diamond, gently took her by the hand, and pulled her over beside him. Silver took off her own clothes, then climbed over his body and lay with her face next to his dick.

"Take off your clothes, but leave the stockings on," instructed Silver as she stroked him with one hand, "then come and join me with this tasty cock..." Diamond hesitated, then slowly removed her miniskirt, top, and panties, then trembled as she climbed up on the bed with them. "Lick it like this..." moaned Silver, as she stuck out her tongue and ran it all along the cock from the base to the tip. The little filly slowly put out a hand and grasped him.

"Ooo! It's...warm..." she breathed. She flexed her fingers. "...and so...hard..." she added with half-closed eyes. Then she spied his balls and was drawn to them. Bringing her face forward, she carefully buried her nose in them and deeply inhaled...making her eyelids flutter from the sudden rush of pheromones.

The entire time Silver (and Pip!) had been watching her patiently, allowing her to explore...buuuut a little push wouldn't hurt! As the filly was still reeling with her eyes closed from the rush, a huge, throbbing cock was slowly inserted past her red lips. Her eyes flew open and she went "MMMPH?!" as she looked down cross-eyed at the dick being thrust in and out of her hot, wet mouth. A male hand on the back of her head held her steady, while a female hand kept the cock pointed in her mouth. As the filly took more and more of the cock, Silver took her hand away and moved over to the balls, slurped one into her mouth, and began sucking.

Soon, Pip was using both hands to pump Diamond's head up and down on his cock. The sensation of having a dick slide in and out of her throat for the first time made her completely helpless as her eyes rolled back in her head and she moaned, her pleasure growing with each thrust. The feeling of his cock in a filly's throat while a slut sucked his balls soon reached its inevitable conclusion, as Pip's breathing increased and his thrusts grew more frantic. With eyes half-closed, he growled, "I'm...gonna cum in...yer...MOUTH, little slut!" A few more thrusts later, as Diamond whimpered and moaned, he closed his eyes, grit his teeth, and buried his cock in her throat. "Now, take it!" as he unleashed a deluge of cum down the helpless filly's throat. His body jerked with each pulse as he held her still, going, "Ah! Ah! Ah!" every time he shot his load. She, on the other hand, gulped and swallowed each load as her body shivered and her pussy squirted uncontrollably from being stuffed full of cum for the first time! With her eyes rolled back, she barely had time to savor one gush before another came, but what she could taste...was delicious! After a few moments, he sighed, relaxed, and released her. It took her a few more moments for her filly brain to catch up, but Diamond eventually pulled herself free of his cock, sliding out of her throat with a *sliiiickk* sound. She lost count of the times she herself had climaxed from all the new assaults on her senses as she fell exhausted onto his stomach, her chest heaving, perky tits jiggling, as his dick came to rest leaking thick cum all over her face.

The entire time he had been shooting his loads, Silver had sat up to watch the fun. Her tongue was still hanging out of her mouth as she gazed down at them both, knowing full well this party was just getting started!

Enter...the MILFs! (With your dicks. In their asses. And mouths. And cunts. Not just by way of introducing them. You get the idea.)

Earlier that day of the Carnival...

Sweetie Belle pulled down at her very short skirt again as she and her friends walked home from school, in a vain effort to cover her now big bubble ass. "Who's idea was it to switch us all to these 'Neighponese' school uniforms?" she grumbled to Apple Bloom and Scootaloo. She looked down at her middie sailor top and tiny Navy blue skirt. The look was completed with white thigh-high stockings and black oxford shoes. At least they're not red 'fuck me' heels! she thought to herself. "Why didn't they just have us all write 'slut!' on our foreheads, and 'insert cock here' with an arrow pointing to our asses and mouths while they were at it?!" she added to her companions.

"Calm down, Sweetie," smiled Apple Bloom. "Ah like the new uniforms!" She took a moment to give a hungry but yet unsatisfied look at the few stallions that were in view, then whispered, "Them boys don't need no arrerrs to know where we want their dicks..." She then gazed proudly at her now huge boobs, placed her hands underneath them, and bounced them a few times. She glanced behind herself at her juicy, panty-clad butt, then added, "It really shows off mah tits and mah ass!" She smirked up at her friends. "Nopony will mistake us fer little fillies no more, now will they?"

Scootaloo grinned and said, "Yeah! Not like Diamond Tiara and her bratty friend! Remember the looks on both their faces when we all showed up after everypony changed, and they were still too young?! They still have to wear those boring, kiddie uniforms!" added Scootaloo. Indeed, as they all looked up, they saw several of their younger classmates, most from lower grades, all walking home. The younger children didn't seem to care one way or another about the changes, but those that were juuust shy of being adults looked quite sullen. Scootaloo and her friends had to endure envious looks from the females practically every day, as well as hungry expressions from those boys who were just on the cusp of adulthood. Fortunately for them, there were only two in the CMC's classes who weren't quite able to join in with the...ahem..."adult" activities: Rumble, Thunderlane's brother, and Pipsqueak, the foreigner from Trottingham.

But that would soon change. Very soon.

They made their way to the Park, sat down on one of the benches, and began ponywatching. As was usually the case, there were very few stallions around, and the ones that were seemed to be taken. They looked about, and noticed they weren't the only single mares checking out the males; indeed, there were groups of envious mares sitting and grumbling among themselves as they watched their luckier "sisters" interact with their mates. After almost an hour, Apple Bloom sighed and said, "This is too damn depressin', guys. Let's git outta here." As they were leaving, Sweetie Belle's tummy rumbled, which made the others giggle and her blush.

"Sounds like you need a snack before dinner, SB!" chuckled Scootaloo.

Completely red-faced, Sweetie mumbled, "I guess we could go to Sugarcube Corner before we go home. I haven't been there in a while."

Both Apple Bloom and Scootaloo's faces brightened. "Me neither! Ah don't think Ah've bin there fer weeks!" She gave a sly look at her friends. "Ah bin...busy..."

Sweetie Belle and Scootaloo gave her a knowing look, figuring that rather broad hint just might have something to do with Big Mac, but they let it pass. "Right!" said Scootaloo, "Sugarcube Corner, here we come!" After several minutes of walking through town ( and happily getting a few stares from a couple of stallions on the way ), they reached their destination. The first thing they noticed was the new "Adults Only After 4 PM!" sign on the door. They exchanged a puzzled look, then went inside. As they opened the doors, they were greeted by the sweet scents of freshly baked cookies, doughnuts, breads, and cakes...and a rather large number of customers. As they stared, they noticed the customers were all...male, and as they took further bearings, they could see why.

Mrs. Cake had not been spared the effects of the Change...far from it! As the CMC each exchanged glances with one another, the best word they could think of to describe her was..."MILF!" Formally quite pudgy, she'd been slimmed down a bit in her tummy and waist, and her tits were now ginormous! To make matters worse, (for them!) instead of her usual baker's outfit and apron, she was wearing a very revealing top and a tiny mini skirt that did little to cover her bodacious ass as she bounced and jiggled around the shop serving customers. Her high heels clicked on the floor as she went from table to table, and the girls ground their teeth as they watched her bend over FAR too much and show WAY too much boob every time she did! Even Sweetie Belle felt the frustration: here they all were, experiencing near starvation in the way of finding enough hard, throbbing cocks to go around for everymare, and here was this...this...slut, who is already married, hogging all this male attention for herself!

They became further enraged when one of her "customers" stopped her as she was setting down a coffee and asked, "Umm...could I have some...cream with this?"

She smiled down at him and said in a sultry voice, "Have you been a good boy?"

He nodded his head eagerly and said, "Yes, Mommy! Yes, I have!"

She set her tray down on the table, bent over, and took out one of her boobs. Pointing her nipple at his cup, she gently squeezed until a stream of milk landed in his drink. She looked down at her tit, and said, "Mommy's boob still has some milk dripped on it. Be a good boy and lick it off..." She then grabbed him by the back of the head and brought his face forward until his mouth was over her tit, and she kept her eyes on him the entire time as he began to suck. She let him suckle for a few moments then stepped back and readjusted herself. "Good boy. If you're really good, Mommy will let you play some more later. Won't that be fun?" She looked pointedly down at his cock which was practically tearing itself through his pants and smiled again. "Mommy won't make you wait too long." She looked up and addressed the room at large. "Mommy's other helpers will be here soon, boys! We'll take care of you all!" A tremendous cheer rose up from the assembled.

As she was leaving the table, she finally noticed the three fillies. "Girls! I didn't see you come in!" She gestured to one of the few empty tables. "Please, have a seat! What can I get you?" The barely-legal teens were all almost too angry to speak, so they sat down with a huff, which did not go unnoticed by the older mare. She cocked her head. "Something wrong?"

After seething for a few moments, Apple Bloom said at last, "Yeah!" She gestured around the shop. "Whut's the idea of havin' all these here stallions to yerself?! Ain'tcha got no sense o' fairness?!"

Mrs. Cake was taken aback. She placed a hand on her chest and said, " 'Fairness?' Why, whatever do you mean? These boys are here of their own free will, none of us forced them to come in here!"

Scootaloo joined in. " 'Us?'" She looked around. "Who is 'us?'"

Cup Cake smiled. "That would be the other older mares who..."help"...out." She turned and looked at the clock behind the counter. "Who should all be here right...about...now..." She faced the door just as it opened. The CMC turned with her, and their jaws dropped as in walked Spoiled Rich, Diamond Tiara's Mom, Mrs. Spoon, and another older mare whom they didn't know. But they all had the same thing in common: they were all drop-dead gorgeous, and they were all dressed in the sluttiest outfits the girls had ever seen! That, and at least four more males had followed them into the shop!

"Sorry we're late, dear," drawled Spoiled as she looked over her shoulder, "but these fine gentlestallions just wouldn't let us alone!" She smirked as she spoke, and seemed not at all bothered by the attention. Besides the shortest skirt the girls had ever seen outside of Nightmare Night, she was sporting black fishnet stockings on a garter belt, with flaming red pumps that matched her wet lipstick. Her top could have passed for a stallion's expensive pinstriped business suit...except for the fact it was skin-tight and unbuttoned to her navel, allowing her generous boobs to spill out for all the world to ogle. She pointed to an empty table. "Have a seat, boys; we'll be riiiiight with you!"

Mrs. Spoon wasted no time on conversation; she made a beeline for the counter in her skimpy Prench maid's outfit, heels clicking, hips swinging, tits jiggling, grabbed a tray and an order pad, then started mingling among the guests with a huge smile on her face. She was truly in her element: tits and ass on full display, with a roomful of young, horny, big-dicked males mere minutes from breaking her down shotgun-style over a table or two! Any moment now, enough of them would notice she wasn't wearing any panties, and then the dam would break! She shivered with excitement...

The unknown MILF sat for a minute with Mrs. Cake and the girls. Cup Cake leaned over and pressed her cheeks with her by way of greeting, then introduced her. "This is Cream Heart, a very good friend of mine. Perhaps you know her son, Button?" The girls all shook their heads.

"He must be in another class," said Scootaloo.

Cream Heart's eyes were almost Asian as she looked at the teens and smiled, "He's the same age as all of you...and he has quite the luscious, BIG dick!" she added in a deep, sultry voice. The girls all shivered and clenched their knees together at this revelation, as each had the same thought: a single stallion they didn't know was attending their school, and was old enough to be fuckable! Cream Heart closed her eyes and sighed, whispering, "And his cum is sooo thick, creamy, and delicious, just like his late father's, rest his soul..."

The girls' eyes grew wide. Then Apple Bloom ventured, "...and yew know that because...?"

The busty bimbo exchanged a knowing smile with her friend. "Because once he came of age, I decided to become his slutty, anal, oral girlfriend!" She giggled like a teenager and added, "He was very surprised when I came into his room one night dressed in my most revealing lingerie and started sucking his cock, but he soon appreciated it!" Her chest heaving, she wiped the beads of sweat that had already formed on her brow away and said, "Oh, my! I've gone and gotten myself all flustered!" She looked around and got to her stiletto-heeled feet. "Time to go to work!" She licked her lips, having already forgotten about the teenagers in front of her. "Speaking of cocks, these young cocks aren't going to suck themselves..." she whispered.

As Mrs. Cake was about to join her, Scootaloo held up a hand and said, "Wait! What about your husbands? How can you all do this to them?!"

Cup Cake stopped, smiled, and waved a hand dismissively. "Oh, you needn't worry about that! Carrot Cake and I have had an open marriage long before all this happened, as did my helpers." She leaned down and whispered with a smile, "Right now, he's upstairs recovering his strength. Between me and Pinkie, his dick gets quite the workout!"

She turned to leave again but was stopped once more, this time by Sweetie Belle. She had been quiet ever since they'd entered the shop, staring around at all the hot guys, and her breathing and been getting faster and faster. With her face flushed, she blurted out, "Do you need more..."helpers" here?!"

Cup Cake stared down at her with a mixture of pity and sadness. "I'm sorry dear...but as you can see, these particular stallions have a...type." She sighed and added. "I think you and your friends are just...too young." With that, she left and immediately went to the table with the young male who had wanted the..."cream" with his coffee. "Mommy's sorry she made you wait so long..." she whispered throatily. "Time to reward you for being such a good boy..." She walked behind him and scooted his chair back, then slowly went around to his front and fell to her knees. Spreading his legs, she unzipped his trousers and undid his belt. "Raise up for Mommy..." Once he did, she pulled his pants and underwear down to his ankles. His cock shot up and was throbbing in front of her face. "Ooooo...you're a BIG boy!" She stared up at him with half-lidded eyes as she took it in her hands and began softly stroking it up and down. "Would you like Mommy to suck it?"

He nodded his head frantically. "Yes, Mommy! Please!"

"Good boy..." she said as she slowly wrapped her warm lips around him, then circled the head with her hot tongue. He immediately began to moan and buck his hips, which made her smile to herself. This one was so pent-up he wouldn't last long, so she wasted no time and sucked him into her tight, warm throat. After only a few bobs of her head, he screamed and came in buckets, shooting load after creamy load into her mouth. She closed her eyes and sucked every last drop, as he grabbed her mane and pumped his cock down her throat again and again. After a full minute, she sat back and let him fall out of her mouth as he sat back exhausted, his breath heaving in waves.

"Th...thank you, Mrs. Cake..." he shuddered.

She got to her feet and wiped her mouth. "My pleasure, stud. Come see me again in a week." She turned around and lifted her skirt in front of him and added, "Next time, you can fuck me in my ass..." He nodded, pulled up his pants, and got to his feet. Taking out a handful of bits, he laid them on the table, leaned down, gave her a kiss on the cheek, and then left with a very satisfied grin on his face!

Mrs. Cake looked around the shop. "Next!"

While Mrs. Cake had been having her fun, and as she'd predicted, Mrs. Spoon hadn't had to wait too long for her self-fulfilling prophecy to come true. In the middle of bending over to serve a table, she heard one of them cry out and grab her from behind! "Oh, my!" she said as she looked over her shoulder, propped herself on her elbows, and spread her legs. "You aren't planning on sticking your hard, long, throbbing cock in Mommy's tight, hot, already-lubed ass, are you?" The boy stopped and returned her gaze with some confusion. She sighed. Sometimes, every once in a while, she'd encounter one that was just...stupid. "Yes. Shove your dick deep into Mommy's willing ass. NOW." His face brightened with the epiphany, then with a mighty cry plunged himself home! She smiled to herself. At least he was big enough. As he built up a rhythm, her eyes began to roll back in her head and her tongue lolled out. He may be dumb, but his cock was amazing! "More! Faster! HARDER!" she screamed.

The other stallions at the table she'd been serving all hooted and yelled, "I'm next!" and "Save some for me!" But little did they know Mrs. Spoon was an accomplished multi-tasker.

In the midst of being fucked silly she pointed to the nearest male and panted, "Y...you! Get...get...on...the table!" She closed her eyes as a particularly pleasurable wave hit her, then continued, "Ti...time...for...the...spitroast!" The stallion in question, being quite a bit smarter than the one who was currently plowing her ass, wasted no time in going sans trousers and leaping onto the table and spreading his legs. She happily sucked his cock into her throat, timing her bobs with the thrusts into her ass, but she was far from done! With her mouth now full, she'd temporarily lost the power of speech, so she gestured for two others to rise. Once they did, she pointed to their crotches. One got the idea before the other and took his dick out for her. Once she started stroking it, the other had the "lightbulb" moment and took his dick out.

Now servicing four hot, young stallions, it wasn't long before the one in her ass yelled, "I'm cumming!" and buried himself as deep he could go. Her eyes rolled up in her head again as the force from his cum caused her to reach climax as well, making her moan around her mouthful. After he'd finished shooting his load, he stepped back and sat down heavily, trying to catch his breath.

But the one on the right she was stroking saw all this and yelled, "Pussy Time!" then got behind her. Normally, another dude's cum would have been a complete boner-killer, but these were special circumstances and he wasn't going for this bimbo's ass, but her sweet, sweet cunt.

And once his cock was lovingly wrapped around by her pussy walls, it was better than he'd hoped! Especially when she started flexing her cunt muscles and massaging his dick in ways he'd seldom experienced before! This was why he loved fucking older mares...they just...knew things...

Soon, her experienced tongue and throat caused the one in her mouth to lose his mind as he pumped violently in and out of her willing, eager throat. "Sweet Celestia...I can't stop CUMMING!" he cried, as he rode through the longest orgasm of his young life! "AHH! AHH! AHH! IT! WON'T! STOP!" Mrs. Spoon smiled around her mouthful and kept up her sexy work, sucking, slurping, and swallowing every tasty load. At last, it was just too much for the young boy, and his eyes rolled up in his head and he fell back onto the table, down for the count. Knowing it was her mouth skills that had caused him to pass out from pleasure made her reach orgasm as well...plus he tasted sooo good! The bimbo sucked the last of his cum out of his dick, finished stroking off the one on her left as he too came in waves and covered her mane in his jizz, then panted as the one in her pussy was pounding her. She gave his dick another expert squeeze with her pussy muscles, stroking and milking it, which of course sent him over the edge, just as she'd planned. They both came at once as she closed her eyes and screamed, riding out yet another orgasm, feeling his hot seed filling her womb and making her see stars! Young cocks were a thing of beauty!

Once they were all done with her, she straightened herself as best she could and said, "Thank you, boys, for a most enjoyable time! Make sure to tell all your friends about us!"

Meanwhile, Spoiled Rich made her way over to a group of studs. Bending over and placing her hands on the table, so that her tits were practically spilling out, she said, "So, boys! Would you like to see what's on the menu?" They all stared up at her with tents in their pants and stunned looks on their faces. Most of them had only heard about the changes at Sugarcube Corner, and how it was now being staffed in the afternoons by hot MILFs, but none had ever seen it for themselves. But now, the reality was staring them in the face, literally, in the form of the hottest incest wet dream come to life standing before them. At their continued silence, (which she was more than used to!) she took the lead and said, "Perhaps it would be easier if I simply showed you..." She straightened up, undid the last button on her top, and shrugged her shoulders out of it, first the right shoulder, then the left, leaving nothing but her skimpy red bra between them and her milky, soft, gravity-defying boobs. Then she took a finger and placed it under the chin of the one on her left, lifted his head, and slowly brought her mouth down to his. After a short but sweet kiss, she whispered, "Stand up..." He jumped to his feet, almost falling over. "Slow down, son! There's no hurry!" she gently chided. "I'm going to drain your balls of...every...last...drop...of...cum..." she whispered. She cast her gaze around the table. "Every...one of you..." Then she turned around. "Take off my bra."

He fumbled with the clasp while she waited, giving him all the time he needed. Once he'd finally succeeded, she held the material to her chest and faced him once more. "Now...my panties..." His eyes grew wide, and he swallowed and looked around at his friends. They grinned and nodded, so he swallowed again, and stepped closer to her. She watched him with a smile as his face was now inches from hers, and with trembling hands, he slowly felt under her tiny miniskirt until he'd grasped the fabric, then began to lower it. Once his face was at the level of her boobs she took her hands away, so that he got a faceful of tit. When her panties were at knee level, she took him by his chin and raised him back up, shifted her knees so that they fell to her ankles, then stepped out of them. "Good boy..."

Keeping her eyes on his face, she undid his belt, unzipped him, then pulled his clothes down while getting on her knees. Again, while keeping her eyes on his face, she ran her tongue up along the underside of his cock and whispered, "Mommy's going to suck your cock, son." She sweetly kissed the tip. "Don't tell Daddy." Watching his face the entire time, she slowly swallowed his length into her mouth and down her throat. "Mmmmm...you have a tasty, fat cock..." She kept moaning as she sucked and slurped his meat in and out of her throat, while gently cupping his balls to stimulate more cum. She sucked all the way to the top, then continued to stroke him as she switched to suckling his balls, one after the other until they were dripping with her spit. She felt them draw up and his breath sharpen, so she took his cock back into her mouth and resumed bobbing her head faster and faster, her eyes on his face once again. "Mmmmph...mmmmmph...MMMMPH!!" as he buried his hands in her mane and unleashed Ragnarök down her throat! Only her matronly experience from sucking so many cocks over the years kept her from choking, but it was a near thing!

Her eyes grew wide as she swallowed what had to be near a fucking gallon of cum! Once he was finally done cumming, he stepped back and tried to catch his breath, as they were both panting. She rubbed her stomach, feeling the warm weight of his sperm resting there, and stared at his cock. She made a mental note to see this one again!

Very soon!

There were only two guys left, and they were both sweating after watching that hot show! She got to her feet and smiled down at them. "Stand up, boys." They both scrambled to obey. "Drop 'em." Hastily, they undid their trousers and let them fall to their ankles. She put her hand to her chin and studied their cocks. They were each about the same size; both huge and throbbing eagerly, so she was hard-pressed to choose between the two.

But she took a moment too long.

One stepped out of his trousers and grabbed her, which caused her to cry out, "Hey! What are you---" before she was thrown face down on the table.

"I gotta have your ass, Mom!" he yelled as he lined himself up with her hot ponut. He took both her cheeks in his hands and spread them wide, then spit down onto her hole, which caused her to gasp.

"Son, wait! Mommy's not ready...OH!!" but she was cut off as he clenched his teeth and slid his cock inside her. As he began thrusting, she started moaning louder and louder. "Uhhh! Uhhh! Uhhh! Oh GAWD, that feels GOOD!" She bit her bottom lip to keep from screaming, as wave upon wave of ecstasy radiated from her ass being suddenly violated! Her entire body shook and her tits and ass jiggled with each thrust as she was being pounded, and she felt her sanity slowly slipping away!

In just about every other situation, it was she who called the shots; being the submissive one had never once been a role she'd considered. But now, that had certainly changed, as she reached new heights of pleasure by having her ass dominated by a stronger male! And, just as she thought it couldn't get any better, she opened her eyes in surprise just as another cock was being forced past her lips! She looked down to see the last male had climbed up on the table and had spread his legs beneath her face, and was shoving his dick into her mouth and down her throat! Her eyes rolled back in her head as she moaned and surrendered, sucking him as hard and as fast as she could, eager to have him blow his load into her slutty mouth...

Suddenly the one cried, "I'm gonna cum, Mom! I'm gonna cum in your ass!" As she heard these words, her ass seized up and she came herself, gushing marecum down her legs in a violent climax, as the combination of a cock in her ass and one down her throat made her mind temporarily go blank. She hollowed her cheeks as she sucked on the huge dick in her mouth on autopilot, bobbing, slurping, and moaning, while she felt her ass being filled to overflowing with her "son's" hot seed. There was so much of it oozed out past his dick and down her legs as he kept powerfully thrusting, screaming out his orgasm the entire time. The one in her throat soon followed, grabbing her by the head and forcing his cock all the way into her throat as he came again and again...and again.

Finally, after many moments, all three were totally spent. The one behind kept his dick inside her ass and fell on top of her soft body to rest, while the other one gently removed his cock from her open mouth and climbed off the table.

And as for Spoiled Rich? She was fast asleep with a smile on her face, dreaming of fat cocks and tasty cum.

"Sweetie Belle! What are you doing?!" urgently whispered Scootaloo. The CMC had watched with growing heat as the older mares had..."serviced" just about every male in the shop, and for Sweetie, enough was enough! She was in the process of removing her top so that she was only wearing her bra, school skirt, stockings, and shoes. She took a moment to speak angrily to her friends.

"I don't believe every one of these guys will pass up an opportunity to bed a young mare! They can't all have 'mother issues'!" So without another word, she folded her skirt into her belt so it was even shorter, marched up to the counter, grabbed a tray and order pad, then went up to one of the few tables that hadn't been seen to yet.

Utilizing her most sultry voice, she said, "Hello boys~! Can I...interest you in anything...special?" She cocked her head, stuck out her chest, and smiled.

The stallions had all been laughing and joking with one another, waiting their turns, when they looked as one up at the young teen...then their faces fell. They exchanged awkward glances with each other, then one said, "Umm...yes, Miss. We'll take three coffees..."

Now it was time for Sweetie's face to fall. "That's it?" she said in a flat tone.

They all looked at each other again, then a different one added, "O...okay...a dozen doughnuts?"

Sweetie's eyes grew wide, her brow furrowed and she clenched her teeth. "Doughnuts?! Why you---" but she was interrupted by Cream Heart coming up behind her and taking her tray.

"I'll...see to their order, honey," she said gently. Red-faced and on the verge of tears, Sweetie turned and stomped back to her friends' table. Mrs. Cake was waiting for her.

She shook her head. "I tried to tell you, sweetheart. It's nothing against you or your friends...it's just...a fetish we're taking care of here." Sweetie said nothing, only readjusted her skirt and put her top back on.

Mrs. Cake sighed and began to walk away, but she stopped when she heard, "I'm really sorry, Mrs. Cake. I should have just believed you."

Cup Cake turned back and smiled at her. "Don't worry about it, hon. I'm sure there are plenty of males that would simply love to have every single one of you in their beds! You're all quite pretty!" She waved and left them, going over to yet another table of horny males.

In an effort to cheer her up, Apple Bloom said, "Didn't our sisters say we could join them at the Carnival games tonight? Ah bet there's loads o' fun to be had there!" Both Scootaloo's and Sweetie's faces brightened at this sexy reminder.

"I completely forgot about that! Let's go!" cried Sweetie.

As they were leaving, they heard a mare cry out and turned to see Cream Heart on her back down on a table, legs in the air, being plowed like she was born for it! They could see cum on her lips from where she'd already sucked a cock or two (or more!) and she looked like she was having the time of her life!

Sweetie's mood soured again. "Let's get the hell out of here..."