The Carnival

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?"