The Carnival

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.