The Carnival

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."