The Carnival

"...then honey, you're in for a wild ride!"

Silver closed her eyes again and rode out another intense wave of pleasure, then opened them and looked at the dragon cock in her tiny hands. She brought her gaze up to the male and whispered, "Please, Mr. Dragon...I want some more!"

Spike smiled down at her, said, "Alright, little honey," then gently placed his hands on either side of her head. "Arch your back and straighten your throat..." he instructed. She propped herself on her knees and placed her hands on his thighs, sticking her butt out as her back was arched. What was he going to do?! Twilight took over the instruction.

"Remember to breathe through your nose, sweetie...he's going to stick his cock into your throat as far as it will go..." Silver's eyes grew wide.

"But it's too big!"

Twilight shook her head. "No dear...you're an Earth pony mare. And if there's one thing Earth ponies are known for, it's their adaptability in the bedroom!" She took a hand and turned her face back towards the cock. "Just relax; it will be better than you'll expect!"

Her heart beating like a rabbit, Silver closed her eyes and opened her mouth again. "Stick out your tongue," said Spike. Once she did, he said, "Alright...I'm going to start slow. If you do get too scared, tap on my thigh." She was still shaking as he inserted his dick in past her lips, paused for a moment, then slid into her mouth. "Do you want me to keep going?" he whispered.

She surprised herself by murmuring, "Mmm hmm!" as her tail flagged and her excitement grew.

"Good girl," breathed Spike as he got a better grip on her head, spread his knees, and continued to push forward. Now his dick was in her throat as her Earth pony instincts took over and she quickly took in air through her nostrils. She closed her eyes and shivered once again as the cock passed the erogenous zone at the back of her throat. Though she couldn't speak, she thought to herself, MORE, and grabbed his ass...then pushed! Spike's (and Twilight's!) eyes grew wide as he was suddenly seated balls-deep in her throat, with his cock buried somewhere near her stomach.

"Wow," sighed Twilight, "I think she likes it..."

"I think you're right," said Spike, as he slowly withdrew, then slowly thrust forward. He soon built up a rhythm as her spit coated his dick and her eyes rolled back in her head. Her arms fell helplessly to her sides as he continued to pump his cock in and out of the little filly's throat, as she came over and over while her own moans filled the room.

Twilight moved in for a closer look, rubbing her own cunt as she watched. "How does her throat feel?"

"Ah...ah...amazing...!" panted Spike, as he threw off all restraint and began to facefuck his helpless prey in earnest. As the "gluk" "gluk" "gluk" sound of his cock going in and out of her throat filled the room, Spike finally closed his eyes and grunted, "Ahhh...I...I'm....cummming....!" He grit his teeth, grabbed her by the back of the head, and stopped pumping as he began shooting his hot, creamy loads down her throat. Her eyes rolled back into her head again in ecstasy as she came even more violently, her body shaking and her cunt squirting marecum as she took each spurt like a champ, swallowing each and every drop.

After Spike slowly pulled his cock out of her throat, she sat back on her haunches, panting. After a few moments, she found her voice. "That...that was...amazing, Mr. Dragon!" Then she looked down at herself, and her face fell. "Wait...why haven't I changed?" She looked up at the Princess with wide eyes.

Twilight smiled serenely at her. "Technically, you're still a virgin, sweetheart."

"I...I don't understand." She looked at Spike's massive, still-erect, dripping cock. "Didn't... didn't we just have sex?" Twilight leaned over to her and whispered in her ear. Silver's eyes grew wide, then wider, as she blushed furiously. "Oh..." She looked at the male for a brief second, then at Twilight once more, then jumped up and ran to the bed! After setting her glasses on the nightstand, she lay on her side on the bed. She reached up with one hand and undid her braid so her mane flowed freely about her shoulders, then watched the dragon with wide eyes. As he slowly climbed up with her, she lay on her back and spread her long, smooth legs, still clad in their dark, thigh-high stockings, as wide as they could go. Her pussy was swollen, and sopping wet. He carefully settled himself between her legs, and she reached up and held his chest, whispering, "Please be gentle with me, Mr. Dragon..."

Twilight joined in as well by laying next to them both, and grabbing Spike's cock just before he entered her. "Let me help you out here, stud," she panted, as she stroked him with one hand while fondling herself with the other. Then she pointed his dick at the little filly's moist entrance and smiled. "Are you ready, sweetie?" she asked. Silver closed her eyes and nodded. Then she opened her eyes and gasped as Spike sloooowly pushed into her. There was some pain at first when he broke her hymen, but as he kept going deeper and deeper, the pain quickly subsided and turned to pleasure.

Spike bent down and put his chest to hers. "Do you want me to stop?" he whispered. Instead of speaking, she threw her arms around his neck, violently shook her head 'no,' then wrapped her legs around his waist.

Then...she simply held. On!

Spike started slowly at first, not wanting to hurt her, but as her moans increased he realized she was enjoying his cock more than he thought a filly her size could! After a few short minutes, he was pumping away at her hungry pussy with the same power he'd used on Rarity and Twilight! And she reached climax even harder!

She arched her back, rolled her eyes to the back of her skull, and lolled out her tongue, shaking her head from side to side as she was being pounded without mercy! The bed was rocking violently and the mattress creaked as she panted, "Ah! Ah! Ah! M...Mist...Mister...Dra...gon! Kee...keep...fu...fuck...fucking...ME! Don...don't...STOP!" Her body seized up and she gripped her legs around him tighter. "Oh! Oh! Oh! It's...hap...happen...happening...again...!!" Her reactions pushed Spike over the edge as well, so he buried his thick, throbbing, meaty cock inside her tight, virgin pussy, clenched his teeth and closed his eyes, then cut loose! They both screamed together as he filled her cunt with his hot, thick, creamy dragon seed until it overflowed her swollen cunt and oozed out onto the bed, mixing with her juices she'd squirted with her intense orgasm.

Twilight bounced along with them on the bed and watched them with growing heat...and anticipation! Any...moment...now..." she said to herself. She eagerly kept her eyes on them both as the dragon fell on top of her as they panted and caught their breath. After a few moments, Spike sat up and slowly pulled his cock out of the dazed filly, causing a torrent of cum to gush out of her well-used cunt.

She slowly opened her unfocused eyes and smiled. "Than...thank you, Mr. Dragon! That was...wait...I feel...funny..." She looked down at herself and saw she was glowing. She looked at Twilight. "Pri...Princess?" Twilight merely nodded. Silver struggled to her knees and kept watching herself. Her entire body was tingling, from her head all the way down to her toes. First, her mane grew and grew, until it was past her waist. Then, she felt herself growing larger. The stockings she was wearing got tighter and tighter, so she quickly sat back on her ass and slipped them off. Then, much to her delight, her boobs expanded from small 'A' cups to a pair of enormous 'DDs!' Her nipples hardened and when she lightly ran her fingers over them, she shivered through a mini-orgasm, as they were now extremely sensitive to the touch! She went "oh!" as she also felt her ass grow fuller, rounder, and softer...

She looked around the bedroom until she spotted a full-length mirror, then got up and bounced over to it. She stared at her reflection in awe, holding a hand up to her face. Even her lips were fuller and softer looking! She turned in the mirror to get a good look at her ass...and she loved what she saw! Noting that one of her cutie marks had changed, she smiled, put her hands up to her mouth, and turned back to Mr. Dragon and the Princess, who had been watching her the entire time. Twilight beamed at her. "What do you think?"

With happy tears beginning to flow down her cheeks, she declared, "I'm a bimbo!"

Silver ran her tongue slowly around her mouth as Spike moaned and gasped, trying to catch his breath from her last..."performance." She smiled as she looked down at him, and swallowed the last of his tasty cum down her throat. "Thank you, Mr. Dragon," she whispered, as she bent down, gave his rod a sweet kiss, then added in her new, sultry voice, "Would you like to fuck me again, Mr. Dragon?" She sighed sweetly. "I'd looove to have you stick your big, thick, throbbing, wonderful cock in my ass again..."

Spike gave her a half-lidded gaze, then slowly, reluctantly, shook his head. "Sorry, little darlin'," he panted, "but earlier I was with Rarity for a few hours, then Twilight, and now you and Twilight again! I gotta get my strength back!" He laid back down and closed his eyes.

She smiled and said, "Okay," and then climbed off the bed. She went into the shower for a few minutes, dried herself off, then came back out with the towel on her head and tail only. She sat at Twilight's vanity and thoroughly dried and brushed her mane and tail, then walked over to the nightstand for her glasses. She then picked up her clothes, looked down at herself, and shook her head. There was NO WAY any of the items would fit her now, so she threw them aside and went to Twilight's closet. She picked out a short little miniskirt and a sleeveless tank top that fit tight around her giant tits and slipped them on. The skirt barely covered her now bodacious, luscious ass, but as it quite nicely showed off the lacy white panties she'd also found she wasn't too concerned.

The only thing that gave her pause was her new cutie mark. On her right ass cheek, her old one had remained the same, but on her left, it had been changed to a set of wet, luscious, red lips with a drooling tongue hanging out. She smiled as she figured it probably represented what she now realized had become her true side calling: sucking as many cocks as she could. The skirt was so short it barely covered the new cutie mark, so on her walk back to her home, there should be more than a few stallions who would see it.

She looked over her shoulder as she was leaving the bedroom at Mr. Dragon, who despite his earlier protestations was sitting up on his elbows staring at her ass. She gave it a little shake for him, then waggled her fingers and smiled. "See you later, Mr. Dragon...thanks again for that big dick!" Her bare feet made little noise as she descended the stairs, having foregone any footwear as her old ones were just too kid-like, and she didn't find any of the Princesses she liked. But she was in love with this new body, marveling again at how even her voice had changed. She certainly didn't sound like a little filly anymore! Along with the changes to her tits and ass, her lips were more full and softer (juuuust right for wrapping around a cock!), and she could feel her hips sway on their own as she walked. She wasn't quite sure, but she may have had a slight drop in her intelligence level...but...since she was rich, that wasn't much of a concern.

As she exited the Library, she paused, closed her eyes, and took a deep, booby breath of the slightly chilly night air. The air felt good against her fur, then she looked down and squeaked as she saw her nipples harden and poke out against her top. She barely stifled a moan, as her tits were now extremely sensitive, but she cleared her throat nervously and began walking towards her home. Her boobs and ass jiggled as she bounced along, along with her tail which swung back and forth in time with her hips. Her bare, delicate feet pressed silently on the cobblestones, sending shivers up her spine from her new-found pleasure centers on her toes and insteps. She felt a tingle from her feet to her lady parts, to her mouth...she needed to find another cock soon! Hopefully, another one that could reach the deepest parts of her ass, as besides sucking dick, she'd found being thrown on her stomach and having a huge, meaty dick pounded into her tight, hot asshole while she screamed and came over and over most enjoyable!

She only hoped Mr. Dragon hadn't spoiled her for stallion cock; his dragon dick had those wonderful bumps all along it, that had tickled her throat, her pussy, and her ass...but from the pictures she and Diamond had snuck into their rooms stallions' cocks weren't like that. Thinking about her friend caused a wave of sadness to come over her briefly; she only hoped that when she saw her, she'd see reason and admit she just needed to finally take a hard cock, and The Change would take effect for her.

The Town was abuzz with activity. Besides the Annual Autumn Harvest Festival, which always drew a sizable crowd, word had soon reached every corner of Equestria concerning the sexy changes that had happened to the once relatively unknown town of Ponyville. Already on everyponies' radar due to the presence of the Princess and the Element Bearers, she and her friend had also heard a rumor that it was now being referred to as "Slutville." They'd giggled at the sheer naughtiness of the rumor, but at the time she and Diamond had secretly envied those who'd been able to join in on the "fun."

But now? Now here she was, bouncing and jiggling down the street, with a huge set of knockers and an ass barely covered in a tiny miniskirt that was starting to draw attention!

She'd barely made it a block from the Library when she heard a quavering voice call her name. "Si...Silver Spoon? Is...is that you?!" She paused and looked over her shoulder, only to see Rumble, Thunderlane's younger brother, standing there with his tongue practically hanging out.

She turned to him and smiled, noting his eyes were immediately glued to her tits. "Oh, hello Rumble." She walked back to him and stopped. She was now a head taller than him, so she took a finger, placed it under his chin, and slowly moved his head. "Up here, sweetie. My eyes are up here."

He flushed an interesting shade of red, and stammered, "S...sorry! I'm just...I mean...sorry!" he finished, lamely.

She dimpled at him, and said, "Don't worry; I don't mind...I like it when stallions look at my body!" Then she sighed. "But... the problem we have here is...you're underage...so you and I can't have any "fun."

His eyes grew wide. "Bu...but I'm not underage! My eighteenth birthday was last month!"

She cocked an eyebrow. "Then...why hasn't The Change affected you?" She leaned down and whispered in his ear, "Are you a...virgin?"

Fear flashed in his eyes, but also a bit of wounded pride. "No!" he said loudly. "I'm not some loser that's never had sex! I've had lots of girls! My brother is a Wonderbolt, and I get mares falling all over me just like him!"

She gazed down at him sadly. Finally, she sighed and said, "That's too bad. I was going to suck all the cum out of your balls if you were honest with me, but you weren't. Goodbye." She turned and walked away, as he stood there, stunned.

He screamed, "Wait!" but she kept walking, never looking back. Soon, she came to a busy area full of what looked like mostly tourists, for quite a few had cameras and were snapping away at the various sights like the Town Hall, the big Statue, Sugarcube Corner, and such. Her interest peaked when she saw there were also a great many stallions in the crowd, and she smiled and waggled her fingers at more than a few of them. But even though their faces brightened when they saw her, they seemed to be already claimed by another bimbo. Indeed, she'd already encountered nasty looks from other mares who thought she might be a threat, and clutched their males tighter as she'd walked past.

She saw an empty bench and went over to sit for a bit. This wasn't going to be as easy as she thought. And that's when she heard quiet weeping coming from somewhere behind her. She turned and looked, then adjusted her glasses and saw a lone stallion sitting by himself with his back to her across the Square. She wondered briefly to herself why he hadn't been claimed in this sea of hungry bimbos, then got up to look for herself. She couldn't see his face as she walked up to him, but she guessed he was probably hideous or something...even if he was, she could at least talk to him.

When she got close enough, she could see he was short, leaning forward with his hands over his face, with an odd coloring to his fur that was strangely familiar. He must have sensed her presence when she came near for he suddenly looked up, and her face fell when she recognized him. Pipsqueak, the other underage stallion in her class. Of. Course. His eyes grew wide as he stared at her. "Silver Spoon?" He sat up and stared at her from top to bottom, but unlike Rumble, he made the effort to look into her eyes. "Wha...what 'appened to you?"

She sighed and sat down next to him. "I changed," she said simply. "Why were you crying?" She braced herself for a lie, but he surprised her.

"Oh, you heard that?" He looked away. "I was just upset because I was trying to attend the Carnival, but was told it was "Adults Only" after dark!" He drew his diminutive self up proudly. "I'm really tired of ponies looking at my size, and thinking I'm still a kid!"

Her heart began to beat a little faster. "You mean, you're not?"

He spared her a brief glare. "Not you too...we're in the same class! Don't you know how old I am?"

She blushed. "I'm really sorry, Pip...you know I mostly hang out with Diamond Tiara...I...haven't taken the time to get to know many other kids."

He scowled. "Like I said, I'm not a kid." Then he looked around again. "Where is your friend? I thought the two of you were joined at the hip or something."

Now it was Silver's turn to blush again and look away. "We...had a fight, and she's not speaking to me."

He stared at her, thinking. Finally, he said, "I'll be honest: I don't like her much, but I'm sorry the two of you are fighting. I hope you two can make up."

Her eyes twinkled as she met his. "You mean that?" She smiled. "That's...sweet."

He wiped his face on his sleeve and stood. "Yeah, well, it's no big deal. Good friends are hard to find, so you gotta treasure the ones you have." He sighed and looked around. "Well! Looks like I'm not getting into the Carnival, so I might as well go home. See you."

As he was walking away, she sat there stunned for a moment. Doesn't...doesn't he...want me? "Wait!" she called.

He stopped and looked over his shoulder. "What?"

She patted the seat next to her. "Don't rush off. There's something important I want to talk to you about."

He huffed impatiently and sat back down. "What is it?"

She fished around for a way to bring up the delicate subject. "Umm...aren't you bothered by not being affected by The Change yet? You did say you're old enough, right?"

He shrugged, his Trottingham accent becoming more pronounced. "I figger it's sum weird Unicorn magic, innit? It'll 'appen when it 'appens, yeah?"

She stared at him, then scooted a bit closer. Lowering her voice, she said, "I think I know why you haven't changed yet..." Here she paused. This was the moment of truth: if he reacted like Rumble, then they were both out of luck. She leaned forward and whispered in his ear. He turned bright red and stared back at her.

Then slowly, he nodded.

Relief flooded through her...followed quickly by her nipples growing hard and her pussy getting wet, as she realized what this could mean. Chest heaving and her heart beating rapidly, she scooted even closer and whispered in his ear again, this time allowing her tits to brush up against his arm. No harm in giving him a little push!

She got her answer when she looked down and saw his cock immediately prod up against his pants! It was of course nowhere nearly as large as Mr. Dragon's, but she smiled as she realized she could still have some fun with it! His face was flushed as he stared wide-eyed up at her, and he appeared to have lost the ability to speak, so she smiled again, closed her eyes, leaned forward, and brought their lips together for a sweet kiss. When she finally broke the kiss, he was breathing like a bellows, so she gently took his hand in hers, stood, and pulled him along behind her.

It wasn't that far to her home.

"Miss...Spoon?" the butler asked as he opened the door. She smiled up at him as she led her friend inside.

"Yes, Jensen, it's me. My company and I will not wish to be disturbed for the next few hours, but have cool drinks waiting outside the door." She looked over her shoulder. "Is that understood?" The butler quickly pulled his eyes off her ass and nodded.

"Yes, Miss Spoon. Understood."

As she climbed the stairs with the entranced teen following close behind her, she heard him slightly groan. She looked back over her shoulder at him with a smile. "Almost there, honey." She looked down at his cock, which was practically tearing itself through his pants. The entire ten-minute walk, he'd endured seeing her bouncy, bubbly amazing ass sway baaaack and forth under that tiny miniskirt and those lacy panties, and he was nearly at his limit. She grinned again. "Relief is coming soon..."

They finally came to a large set of double doors, and she pushed them open. Inside, it was easy to see it was a mare's room, as it was all pinks and hearts and flowers, with a large vanity table off to one side and a huge, four-poster canopy bed sitting on top of a faux-furry pink rug. "Make yourself comfortable," she said as she closed and locked the doors. He immediately made his way over to the loveseat situated at the foot of the bed and sat down, staring hungrily at her. She turned away from the doors and looked at him. "No, sweetie...when I said, 'make yourself comfortable,' I meant, 'take off your clothes'..."

He stood and immediately tore apart his shirt, quickly reducing it to tattered rags! Before he could do the same to his chinos, she crossed the room and said, "Whoa, stud! I'll take it from here!" She fell to her knees in front of him on the rug and undid his belt, swiftly unzipped him, then in one smooth motion pulled his pants and boxers down to his ankles. His cock popped up, throbbing and angry red, before her. "Oooo...you're bigger than I thought you'd be..." she gasped. She then pushed him back to the loveseat and settled between his knees. Stopping only to take her glasses off and throw them across the room, she lowered her head and finally took him into her hot, wet mouth. They both moaned, she from the wonderful feeling of cock in her mouth, he from the relief! But because he was so pent-up, (and from having never had his cock sucked before!) it only took a few bobs of her head along with her deep sucking before he bucked and screamed, buried his hands in her mane and violently spurted hot, thick cum into her mouth again and again. His body jerked and spasmed as his eyes rolled back in his head and his tongue lolled out, while she climaxed as well, happily sucking down each mouthful.

She kept her soft, wet lips wrapped around his dick the entire time, moaning and slurping as he continued to pump into her hot mouth. After almost a minute, he sighed and relaxed, falling back in a heap on the loveseat. She met his eyes with his cock still in her mouth as she smiled at him, as he looked down at her with blurry vision. "Bl...blimey..." was all he could get out at first. She gave him one last suck before she pulled off him with a >pop<, then sat back, closed her eyes, and swallowed the last of his seed.

"Mmmm...so good..." she whispered.

As she was taking his clothes off his ankles, he looked at his hands and muttered, "I...I thought you said...said...I'd change after this?" She smiled as she stood and removed her panties.

"That's the mistake I made too." She took him by the hand and led him over to the bed. "Lie down for a minute; I'll be right back!"

But he gripped her hand as she was turning away. "Wait! Where are you going?!"

She leaned down and kissed him, then whispered in his ear, "To get some naughty stuff to wear for you...I won't be long, I promise!" She skipped over to the doors, unlocked them, then closed them after her as she quickly made her way to her mother's room. She bounced over to her mother's lingerie closet and picked out a saucy babydoll nightie, some thigh-high stockings with a garter belt, and then some slutty heels.

She was just bending over, tail in the air, looking through her mother's "toy" drawer, when she suddenly felt warm hands grip her ass. Her eyes grew wide and she went, "Oh!" A wave of pleasure sent a shiver up her spine, so she had to take a moment before she could look over her shoulder to see who it was. "Jensen!" she cried, trying to sound indignant, but she subconsciously arched her back, spread her legs, and braced herself against the drawers. "What do you think you're...doing?"

"Forgive me, Miss," replied the normally stoic butler, as he continued to fondle her ass,"...but I found your derrière to be most irresistible..."

It took her a split-second to make up her mind. Staring back at him with bedroom eyes and her tongue lolling out, she said, "It's my ass, Jensen. If you're going to stick your cock in it, call it an ass..." Reaching into the "fun" drawer, she grabbed a bottle of lube and tossed it to him. "I promised my date I would return to him quickly, so hurry up..." As the butler was frantically undoing his pants, she added, "And don't think this will be a habit! I'm just really horny right now!"

"Yes, Miss..." replied the butler, having already freed his member and was lubing up his cock. Efficient in all things, he quickly pulled her tail up with one hand and used his thumb to lightly spread her cheek with the other. She gasped as he then slid his now well-lubed cock between her soft cheeks.

"Oooohhh, Jensen..." she moaned, as he released her tail and grabbed her hips, "Your thick cock feels sooo good...maybe we will make this a habit..." She stuck out her tongue and gazed back at him with a sultry look, as her body was being rocked back and forth with each thrust.

"In...deed...Miss..." grunted the butler, as he began fucking her tight little ponut with wild abandon, mindful of the time. Efficient as always. The slapping of his hips against her bubble butt echoed through the room, mingled with her whorish moans.

"Ah! Ah! Ah! Faster!" she screamed, as her pleasure grew and she shut her eyes.

"Y...yes, Miss..." he shuddered, increasing his speed. He looked down, eyes half-closed, as he watched his cock sliding in and out of her tight, young ass...iiiinn and ouuut...iinn and ouut...over and over...>squish!< >squish!< >squish!<

All of a sudden she arched her back, her face turned towards the ceiling. "Ah! Ah! Ah! I'm...CUMMING!" as her asshole spasmed and seized around his cock, causing him to begin spurting as well.

He buried himself in her ass and, keeping his voice level (with extreme effort!) he said, "I too...am cumming, M...Miss...in...your...ass!" He closed his eyes as he jerked and bucked his hips, pumping his dick into her willing ass again and again with each load. Finally spent, he stepped back and pulled out, panting. "That...(ahem)....that was most enjoyable, Miss Spoon." She fell to her knees as she turned and looked at him, catching her breath. As he readjusted himself, he hung his head and said, "Sadly, what I did was also quite inappropriate." He then drew himself up proudly and took a deep breath. "I shall submit my resignation papers in the morning."

As he spun on his heel and began to march out of the room, he heard a low voice say, "...don't. You. dare!"

He stopped and looked back at her, seeing a feral gleam in her eyes. "Miss...Spoon?"

She shook her head. "You're not taking that amazing cock anywhere, you hear me? You and I are just getting started..."

He drew himself up again, once more the elegant butler. "As Mistress Commands..."

It actually ended up being a good thirty minutes before the door reopened, and a stocking-clad leg, wearing a red, stiletto-heeled pump came into view. Pip's attention was immediately drawn to the door, and his dick sprang to attention. The rest of her soon followed, as she slyly peeked around the door at him and smiled. "Sorry it took so long, sweetie..." she whispered, as she fully entered the room, showing her full attire, " but I'll make sure it was worth the wait!" His jaw dropped and he involuntarily allowed a bit of drool to slip unnoticed from the corner of his mouth as he drank in the sight of her lingerie, garter belt, stockings, and "fuck me" heels. After locking the doors once again, she crossed the room and climbed up on the bed, looming over him. Her huge tits hung over his face as her freshly-showered scent and sweet perfume wafted over him as she smiled and straddled his lap. "Time for you to Change..." she whispered, as she steadied herself with one hand on his chest while using the other to position his throbbing cock at her pussy. She closed her eyes as she sank slooowly down, taking every inch of him into her tight, hot, wet cunt. "Ahhhh...that feels...good..." she sighed. She placed both her hands on his chest and slowly ground her hips in a circle. "Mmmmm...do you like that, baby...?" He grabbed her ass and nodded, tongue out and eyes half-open.

She then leaned down and locked her mouth onto his, kissing him passionately while flexing her cunt muscles all around his meat. Breaking the kiss, with a string of saliva still connecting their tongues, she sat up and declared, "Now, I'm gonna take you for a ride!" She then began bouncing up and down on his cock, driving him in and out of her slick, tight cunt. Her ass jiggled and her tits bounded with each bump. "Oh! Oh! Oh! So! Good! So! HARD!" The bedsprings creaked rhythmically in time with her bouncing, as both their moans increased. She threw back her head and gasped, "I...I...think...you're...get...getting...BIGGER!"

And she was right!

Through her haze of pleasure, she looked down at him, and saw that he was glowing! Before her delighted eyes, he grew at least a foot taller, his moaning voice became deeper, and best of all, she could feel his dick getting LARGER and THICKER inside her! He roared as he suddenly grabbed her, flipped her onto her back, and began pounding her down into the mattress! "Yes! Oh my GAWD, YES!!" she screamed. "FUCK ME!!" She locked her legs around his waist as he seized up and UNLOADED what felt like buckets of hot cum inside her, causing her to nearly pass out from her own climax! Her eyes rolled up in her head as her pussy squirted and pulsed around his cock, and she was reduced to only being able to make "gah! gah! gah!" sounds as she was hit by wave after wave of powerful orgasms. Even Mr. Dragon's cock hadn't made her feel this good!

Finally, both their waves of orgasms subsided, and he fell exhausted next to her face, as she wrapped her arms around his head. He was now a few inches taller than her, so she was more than a little turned on by now having to gaze up at him. They both panted while looking into each others' eyes, then suddenly began frantically kissing again. After a few moments, they broke the kiss, breathing heavily. He brought a hand up to his face, then flexed it, noting its new size. He looked into her eyes again, and with an effort, he breathed, "Tha...thank you..."

She smiled up at him, then moved one of her nipples to his mouth. As he began sucking, a mini-climax pulsed through her, and she whispered, "You're sticking that big, wonderful cock in my ass next..."

The next morning, after calling Jensen to her room and sucking all the cum out of his balls as a kind reward for the day before, she made it her business to seek out Diamond. All of the Rich family servants that were in view stared openly at her as the Head butler escorted her up to Diamond's room. He couldn't help but give her one last incredulous look before knocking. "Who is it?" called out a sullen voice.

"A Miss...Spoon? Here to see you, Miss Diamond."

There was a pause, and then, "Tell her to go away Hodgkins! I'm not in the mood!"

"Dee, don't be like that. I need to speak to you."

Maybe it was the change in her voice, or maybe she really did want to see her, but there was the sound of footsteps, and then the door slowly opened a crack. Silver smiled down at her, as Diamond's eye grew wide, and she pushed the door open and looked her up and down. "Si...Silver? Is...is it really you?"

Silver's smile grew brighter. "Yes, Dee, it's me. Let's talk."

Diamond's eyes grew wide with disbelief. "And...and it was how big again?!" Silver smirked and held up her hands an uncomfortable distance apart. Diamond blinked. "And...you took...the whole thing?!" Silver sighed and nodded with a dreamy look in her eyes. Diamond started to sweat. "But...what about...Mr. Dragon's?" As Silver started to raise her hands again, Diamond shot forward and stopped her. "Never mind! I...I don't want to know!" She left her seat and began pacing the room, stopping only to glance back at her friend and shoot her envious looks. She looked like a mini version of her Mom, only younger! Same huge breasts, same butt, same long legs! They were even almost the same height! This was intolerable!

Then she rounded on her. "How many others did you tell I'm still a virgin?! Answer me!!"

Silver gazed calmly back at her. "No one, Diamond...you know me better than that..." She sighed and added quietly, "You're my friend."

Diamond stared angrily back at her...then her bottom lip began trembling as fat tears started to roll down her cheeks. Then she broke down and ran forward, grabbing her friend in a hug, and began wailing. Silver simply held her to her ample bosom and let her cry. "I...I'm...so...ashamed!" Diamond cried. "E...even...those...hu...hussies...we...we...used to make fun of look hot now!" She turned her teary face up to her friend and added, "Don't you get it?! That means all the boys think they're prettier than ME!!"

Silver let her cry some more, then took her by the shoulders and held her at arm's length. "Diamond," she said in a firm voice, "listen to me. Your condition is temporary. All you have to do is get laid, and you will Change!"

Diamond wiped her eyes and sniffed. "But...but how will I attract a stallion? This town is now full of booby bimbos...nopony will look at me twice!" Her friend smirked knowingly.

"Leave that to me."

As she made her way from the Rich mansion, she suddenly came up short and stood stock still when she realized she didn't actually know where Pipsqueak, or Pip, as he liked to be called now, lived. Then she remember the one mare in Town who knew everypony on a first-name basis, so she hurried to Sugarcube Corner. At this early hour, it should be free of the rather risqué side of the business, so she entered without fear of seeing her Mom and Diamond's involved in their..."hobbies." Not that she cared, in fact, she had been rather envious of all the male attention her Mom had been getting. And now that she herself could compete, she fully intended to take advantage of every opportunity to show her Mom up!

Nevertheless, she still breathed a sigh of relief to see only normal business going on, though when she looked again, she noticed both Pinkie and Mrs. Cake were not dressed professionally! Well, not for the profession of bakers! They both were wearing tiny middie tops that fully showed off their racks, and to Silver's eyes, they also bent over far too much when serving male customers, though it didn't look like those customers minded! She steeled herself and went up to the counter.

"Oh! Hello, Silver Spoon!" said Pinkie merrily. "What can I get you?"

"Information," she said flatly. "Can you tell me where the Windsors live?"

Pinkie smiled. "Oh, you mean Pipsqueak and his mother? Sure, they live on the south end of Town, three blocks down from the big oak! Their house is the large, two-story Tudor! You can't miss it!"

"Thanks..." she said, and turned away, but was stopped when Pinkie called after her.

"Wait! Didn't you want to buy something?" But Silver kept walking.

"Not hungry..." she muttered, as she pushed the doors open and stomped outside. She soon came to the address and stood there staring up at the place. "Big oak...three blocks down...two story...this must be it." She went up and knocked on the door. After a few moments, it opened a crack, and a mare about her height looked out at her.

"Yes? Can I help you?" she asked.

"Mrs...Windsor? I'm Silver Spoon. Is...Pipsqueak here?"

The mare swung the door completely open, revealing her attire. She was dressed in a slutty miniskirt that barely covered her round ass, high heels, thigh-high fishnet stockings, and a halter top that fought mightily to hold in her massive tits. On her lips, she wore bright red lipstick, rouge lightly covered her cheeks, along with heavy eyeshadow and dark eyeliner. "You must mean my new boyfriend! Please, come in!" she said. The puzzled look on Silver's face was obvious, so the gorgeous older mare smiled, blushed, and clarified. "My son came home yesterday...Changed...so he made me wear this from now on!" Then her eyes grew wide with recognition. "Wait...did you say your name is Silver Spoon?! Then, it's you I have to thank for that big, luscious, amazing cock he has now! Thank you!" She actually threw her arms around her and hugged her, to Silver's great surprise. Mrs. Windsor drew back and beamed at her. "You have no idea how long a 'dry spell' I was enduring before all this happened!" Her eyes grew sultry, "But now, thanks to you, I---" but she was cut off by a loud, "Mare!!" She jumped, her eyes grew bright and eager, and her face flushed.

"Oh! That's him! Please excuse me!" She turned and bounced up the stairs as quickly as she could (or as well as she could; the high heels she was wearing didn't make for fast travel) and Silver heard her open a door and ask, "Yes, Pip?" She couldn't hear his answer, so she climbed the stairs herself. By the time she reached the door in question, she could already hear a "Mmmmph, mmmph, mmmph," as well other slurping and sucking sounds. Then she heard a deep male voice order, "Lick my balls, mare..." followed by an excited female voice replying, "Yes, Pip!" and the continued sounds of slurping.

At this point, Silver was becoming extremely heated herself, and nearly forgot why she came, but she shook herself clear of any lewd thoughts for herself and continued to listen. Soon, she heard, "Now, suck my cock!" followed by, "mmmmm!" Silver's hand strayed to her own panties on hearing this, for that sound was unmistakable! She pressed her ear to the door as she kept fondling herself, and could just make out the sounds of moaning getting deeper. The sounds of a dick going in and out of a throat grew louder and louder. She heard his voice sharpen, then, "I...I'm...CUMMMMMMING!!" She could hear frantic gulping, then a sensual female voice moaned, "Ahhhhh...it's all over meeee..." She closed her eyes and came, as that last mental picture pushed her right over the edge! She was still leaning against the wall and panting when the door suddenly opened, and Mrs. Windsor stood there, running her hot tongue over her fingers as her face and tits were still covered in jizz.

"Oh! Silver! I didn't know you were up here." She smacked her lips as she turned and looked back at her "boyfriend." "He might be spent now, but you can go in and see him. I'm sure he'd be happy to have another mare service him!" She swished away, hips swinging from side to side, happily licking the last of her son's thick, creamy spunk off herself. Silver took a moment to orient herself, then stumbled into the room. Pip lay across his couch, naked from the waist down, with a contented smile on his face. Her eyes were immediately locked on his now massive cock that dangled between his legs, now limp, but still impressive. He turned a dazed look up at her and smiled.

"Well, 'ello, luv!" He gestured to his dong. "Fancy a suck?" Silver's tail flagged at once, and she took a step forward...then stopped, staring down at the sight before her. His big, meaty cock. His luscious-looking orbs, still churning with tasty cum. Her mouth began to water as she stared without moving, and her sexy attention caused his dick to rise.

"Whoa...sweets! I'm thinkin' you like what you see!" He shifted his position so he was facing her and spread his legs, giving her full access to his junk. "Don't 'old back, luv! Look! "E's 'appy to see you!"

Suddenly she moaned, "...must...have...cock...!" then fell forward onto her knees, placed her hands on his bare thighs, and in one smooth motion took him all the way into her throat. "Hrrk..hrrk...mmmmph...mmmmph..." as she bobbed her head up and down and hummed with delight. The feeling of his dick buried once more in this slut's throat went straight to his brain, as his moans mingled with hers.

"Loo...look at me...slut..." he breathed.

She smiled around her mouthful as she brought her twinkling eyes up to meet his, never slowing in her sucking and slurping. She had absolutely no problem with being called a 'slut,' for she planned on sucking as much dick as she could from this point on, and she had the cutie mark to prove it! She hollowed her cheeks and sucked all the more as she lovingly caressed his balls, taking him into her throat and back with little effort, despite his girth and length! Her spit thickly covered his cock and dripped off his balls, as she used its slickness to rub his balls even further. Which, judging by his increased moans, he was certainly enjoying!

Suddenly, he threw back his head and buried his hands in her mane, then started thrusting wildly. She braced herself and held on for dear life as he began screaming and pumping his jizz down her throat, as she eagerly swallowed. Only after he relaxed with a satisfied moan did she stop sucking, then popped him out of her mouth. "Mmmm...just as delicious as before, stud..." she whispered. Getting to her feet, she briskly removed her soaked panties, then climbed up onto his lap.

With a dazed look he managed, "Wha...what are you...doing...?"

She spread her legs and positioned him under her. "Sticking your big dick in my ass, of course!" she primly replied. She then sighed as she sank down, his cock finding its new warm home nestled in her bowels. As she placed her hands on his shoulders and bounced her tight, hot ass on his lap, she said, "I did...did...Oh GAWD, you're...so...BIG....have...a reason...for...for...coming here other...than...to...to...fuck you, by...the way..."

"Ah...ah...ah...and...what...was...that...?"

She closed her eyes from the pleasure of having a cock in her ass once again, then said, "I...need...you...to...fuck...Di...Diamond...Tia...Tiara..."

He frowned. "I...already...told...you: I...don't like...'er...much." But as Silver was opening her mouth to further entreat him, he held up a hand. "But, since...it's you as...asking, esp...espec...especially...with...my...COCK...in...yer...ASS! I'll....gladly 'elp 'er out!"

She smiled and squeezed his dick with her ass muscles as she bounced up and down. "Tha...thank...you! Now...cum...for...ME!"

Just as he was about to unload, the door opened, and his mother came back into the room. She smiled and said, "I thought I heard some fun happening up here!" She fell to her knees, turned upside down, squeezed in between his legs, and held onto them as she began licking his balls. The added sensation of his dick being buried in one slut's ass while another slut licked and slurped his balls was too much...when his orgasm hit, it hit like a freight train! Both he and Silver came violently, as she gushed marecum and he filled her with so much spunk it oozed out of her ass and onto the other slut's face.

His Mom sat up with her eyes closed, cleaning the thick fluids off her face and popping them into her mouth. Once she could see, she smiled at them both and said, "That was delicious!" Then she stood and removed her panties, and pushed Silver aside. His dick made a wet *shlorrrrp* sound as it slid out of her ass, while Silver moaned and fell to the couch helplessly, still out of breath from her orgasm. Mrs. Windsor quickly took her place, straddling her son's lap and grabbing his dick to point it where she needed it. She closed her eyes and sighed as her son's dick slid up inside of her, "...but now it's...ahhhhh...time for Mommy to get a cock in her ass!"

"What...what do I do?!" fretted Diamond, as she fluttered about her room. Silver sat across from her, cool as a cucumber.

"You can relax, for starters. And take off some of that makeup; you don't need to wear so much."

Diamond frowned. "But...I have to look hot and sexy, or he won't want me!"

Silver sighed. "Please trust me on this, Dee: you don't have to try so hard."

"Hmmph!" grunted Diamond as she sat at her vanity and removed her eyeshadow and rouge. "Easy for you to say!" She turned back around with just her red lipstick. "Better?"

Her friend smiled and said, "Much! Now, go put those stockings on with that garter belt like I mentioned before. I told you: guys love having sex with a girl wearing stockings!"

Diamond had just slipped them on in time when there was a knock on the door. Her heart practically leaped out of her chest and she turned terrified eyes on Silver. Silver pushed her hands at her in a "go on" gesture, so she swallowed and in a shaky voice said, "Y...yes?"

"A Master Windsor here to see you, Miss Diamond," replied the butler.

"S...send him i...in..." Diamond's eyes practically popped out of her head when the door opened and he came into the room. The first thing she noticed was he was tall...much taller than the last time she'd seen him! The second was the width of his broad shoulders...and the last, which made her tail flag and her pussy leak juices, was the look of absolute confidence in his eyes as he looked down at her! This. Was. NOT. the little foal she knew from school. Not anymore! "...Alpha male..." she whispered in awe.

"Well!" he said as he stared lustfully down at her, "This be the little minx I'm here to deflower, yeah? Why don't you start by suckin' me cock first, little pretty?" Diamond, shaking like a leaf, turned to Silver for help.

She smiled and said, "I was going to leave you two alone, but I'm happy to lend a hand!" She licked her lips as she stared smokily up at him. "...or a throat..." she added. Falling to her knees in front of him, she slowly undid his pants, then looked over her shoulder at her friend as she pulled them down.

"Oh. My. GAWD!" Diamond moaned, as his cock was revealed to her wide eyes. Her tail flagged again and her knees went weak and bow-legged, imagining what that monster would do to her! Silver had him step all the way out of his trousers, shoes, and socks, and led him over to the bed, where he took off his shirt and lay down. She then came over to Diamond, gently took her by the hand, and pulled her over beside him. Silver took off her own clothes, then climbed over his body and lay with her face next to his dick.

"Take off your clothes, but leave the stockings on," instructed Silver as she stroked him with one hand, "then come and join me with this tasty cock..." Diamond hesitated, then slowly removed her miniskirt, top, and panties, then trembled as she climbed up on the bed with them. "Lick it like this..." moaned Silver, as she stuck out her tongue and ran it all along the cock from the base to the tip. The little filly slowly put out a hand and grasped him.

"Ooo! It's...warm..." she breathed. She flexed her fingers. "...and so...hard..." she added with half-closed eyes. Then she spied his balls and was drawn to them. Bringing her face forward, she carefully buried her nose in them and deeply inhaled...making her eyelids flutter from the sudden rush of pheromones.

The entire time Silver (and Pip!) had been watching her patiently, allowing her to explore...buuuut a little push wouldn't hurt! As the filly was still reeling with her eyes closed from the rush, a huge, throbbing cock was slowly inserted past her red lips. Her eyes flew open and she went "MMMPH?!" as she looked down cross-eyed at the dick being thrust in and out of her hot, wet mouth. A male hand on the back of her head held her steady, while a female hand kept the cock pointed in her mouth. As the filly took more and more of the cock, Silver took her hand away and moved over to the balls, slurped one into her mouth, and began sucking.

Soon, Pip was using both hands to pump Diamond's head up and down on his cock. The sensation of having a dick slide in and out of her throat for the first time made her completely helpless as her eyes rolled back in her head and she moaned, her pleasure growing with each thrust. The feeling of his cock in a filly's throat while a slut sucked his balls soon reached its inevitable conclusion, as Pip's breathing increased and his thrusts grew more frantic. With eyes half-closed, he growled, "I'm...gonna cum in...yer...MOUTH, little slut!" A few more thrusts later, as Diamond whimpered and moaned, he closed his eyes, grit his teeth, and buried his cock in her throat. "Now, take it!" as he unleashed a deluge of cum down the helpless filly's throat. His body jerked with each pulse as he held her still, going, "Ah! Ah! Ah!" every time he shot his load. She, on the other hand, gulped and swallowed each load as her body shivered and her pussy squirted uncontrollably from being stuffed full of cum for the first time! With her eyes rolled back, she barely had time to savor one gush before another came, but what she could taste...was delicious! After a few moments, he sighed, relaxed, and released her. It took her a few more moments for her filly brain to catch up, but Diamond eventually pulled herself free of his cock, sliding out of her throat with a *sliiiickk* sound. She lost count of the times she herself had climaxed from all the new assaults on her senses as she fell exhausted onto his stomach, her chest heaving, perky tits jiggling, as his dick came to rest leaking thick cum all over her face.

The entire time he had been shooting his loads, Silver had sat up to watch the fun. Her tongue was still hanging out of her mouth as she gazed down at them both, knowing full well this party was just getting started!