The Carnival

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.