The Carnival

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..."