Chapters It was a dark and stormy night over Ponyville as the moon loomed over Twilight’s castle giving off a foreboding vibe. The princess of friendship was going through a rather unique experience that some of the townsfolk have noticed.
A few days ago Daring Do had recently sent a mysterious crystal idol she found in Trotsylvania while exploring a recently excavated crypt. She didn’t hear of any tale or rumor about said idol and was radiating a powerful magic aura, so after writing Rainbow Dash she later had it sent to Twilight to study it rather than to a museum.
After receiving it Twilight dug deep into research about it and soon learned of a group called the succubus mare league, which were a group of ponies all mares who had crafted an idol using powerful magically charged crystals that turned them into succubus ponies. The idol however soon was locked away by the head of the league after a battle for supremacy among the other members and marking them as hers with her cutie mark marking their wombs as a sign of domination. It is unclear afterwards what happened to the league but from the research only the odd idol was the last remnant of they’re existence.
Some time after acquiring the idol began the changes with anypony who hung around the castle. Twilight and her friends had recently started gaining odd horns that had begun sprouting up, they so far looked like nubs but other than that nothing much of note has happened to them physically. Twilight is also trying to research a counter spell or preventive for the magic of the idol as well.
In her study a frustrated Twilight huffs annoyed as she continues to dive deep into her books, searching for any sort of record of the league’s members familial ties and if any living relatives are still alive and where they are. But alas none of which bore any fruit and there are no leads whatsoever.
She has however made notes of supposed succubus related occurrences since the league did change into them to become succubi ponies. Noting physical transformations such as additional horns, change in eyes, tongue and addition of bat-like wings. Along with potential mental changes as well but aside from the new set of nubs nothing worthy of note lately.
“Ahhh come on!” Twilight complains aloud to herself, throwing her hands in the air. “Another dead end lead,” she mumbles before tossing the book aside and cracking open a new one and scanning through it. She has been working tirelessly for the past few days and rarely even sleeps anymore due to this idol, her curiosity far out stripping her basic needs at times with having to be reminded to sleep and eat. Her mane has become unkempt and frizzy and bags hang under her eyes and she has become a bit cranky to boot.
“I need a break,” Twilight comments, closing the book she was reading and rubbing her eyes. “Still nothing, they just all up and vanished,” she mutters to herself as she gets up and begins heading to the kitchen.
Grumbling to herself the whole way to the kitchen she opens up the fridge and fetches a bunch of bananas, some strawberries and a carton of milk tossing them into the blender and quickly blending them together for a smoothie. She detaches the container filled with the fruity goodness and pours it into a large cup and begins to chug some of it down as she sits her shapely ass onto a stool.
“This is driving me up the wall,” Twilight complains to herself before taking another big swig of the fruity concoction. “All I have to show for is a basic history and an idol that is emitting a unique glow,” she whines pouting as she takes another gulp.
Down the hallway a distant but familiar posh voice echoes.
“Hello!? Is anypony home!?” the voice asks, causing Twilight’s ears to perk up.
“In here Rarity!” Twilight shouts back.
The seamstress comes down the hall and enters the kitchen to find the stumped Twilight still drinking her smoothie. Rarity was as she always was dressed to the nines in a dressy casual outfit she designed herself which is a sharp contrast to Twilight's too big sweater that covers her entire body. And along with Twilight some odd nubby horns have begun to sprout from prolonged time hanging around the castle.
“Goodness darling you look like a stampede ran through you twice over,” Rarity exclaims at Twilight’s look. “And then beat you with an ugly stick… that was on fire,” she adds.
“Gee thanks,” Twilight mentioned, as she starts fixing her mane a bit but somehow makes it worse.
“That’s it I am taking over,” Rarity mentions grabbing Twilight by her collar and dragging her off.
“H-hey what are you doing!?” Twilight exclaims.
“I am fixing the tragedy that you have allowed yourself to become,” Rarity states as she drags Twilight to her chambers.
“My smoothie…” Twilight whines about as she is dragged off.
Rarity takes Twilight to the castle's royal bedroom and throws Twilight on the bed and gets to work, like a one mare beauty repair team instantly getting rid of the bags under her eyes and fixing up her mane in a flash.
“Alright now let me see if I can find you a proper outfit aside from that,” Rarity mentions opening Twilight’s vast wardrobe. “Shame Spike had to go to Dragon Con, otherwise I could use the help,” Rarity mutters to herself as she begins her search. “And not just with the wardrobe,” she adds to herself.
Letting out a sigh before rubbing her temples, she has been working non-stop and hasn’t given herself any time to unwind. She even hasn’t had a chance to give the Prototype Ejaculation-Capable Kinky Equine Replacement some usage in a long time, since she is constantly researching. Come to think of it she does feel a bit of an itch that needs scratching and it just so happens a rather voluptuous mare is in her room, she notices as Rarity bends over she can see what looks like red laced panties hidden under Rarity’s skirt.
“That slut,” Twilight whispers under her breath so her fashion and beauty consultant can’t hear her, And slowly Twilight begins to hatch a plan. “So Rarity did I tell you that I have been making leaps and bounds in my research as of late,” Twilight lies with a sly grin.
“Really? That may explain why you are up all night and day,” Rarity mentions with some concern. “You must take better care of yourself darling,” she politely scolds the book horse.
“Yes I think I discovered how the leader of the league became in power was due to her ability to absorb the auras of the ‘lessar succubi’ to empower her very own aura as the more dominant one,” Twilight continues trying to entice Rarity.
“My how interesting,” Rarity responds, walking over to the bed with a handful of clothes and laying them on the bed.
“I wonder how it would be if like oh I dunno somepony like me and you were to do something like that, who’d come out on top?” Twilight wonders aloud with a sultry expression plastered all over her face.
“O-oh I don’t know…” Rarity trails off turning into a red marshmallow.
“Maybe we should try it~” Twilight whispers into Rarity’s ear which causes her to jolt upright.
I-i don’t know darling, how would that even work,” Rarity tries to play off her heart rate increasing.
“Relax, it would just mostly be light kissing nothing more, you chicken?” Twilight taunts the marshmallow hoping to goad her into accepting.
“I am not a chicken darling and I am willing to take you on,” Rarity retorts, not letting her pride be wounded despite having some reservations on the matter.
“Alright then loser has to do what the other says then,” Twilight states azs the stakes.
“I hope you're prepared to los-” Rarity begins but is cut off as Twilight presses her lips into Rarity’s.
Leaning in, Rarity falls back onto the bed with Twilight following as the two are lip locked, with their clothed bodies pressing against each other. Their luscious melons both squish against each other moving around the soft flesh that is confined in the respective fabric as the duo begin to tongue wrestle with each other. Seeing an opening, Twilight reaches down between Rarity’s legs and slips her hand into the red laced panties to quickly begin dipping a finger or two into Rarity’s honeypot. Rarity moans in response clearly not prepared for any of this but enjoying it nonetheless, the two don’t notice however but their horns begin to slowly grow with Rarity’s stopping after about a few inches and Twilight’s continuing. Twilight felt power coursing through her body, a strange unfamiliar one but there was no mistaking it for anything else. Maybe this was the act of absorbing one's aura but she couldn’t care at the moment, she wanted to make the soft marshmallow hers. Both of them now look more demonic in appearance, and Twilight instinctively knowing she is close to victory activates her horn and spawns forth a throbbing eighteen incher and a sack of two baseball sized nuts.
Soon after Twilight flicks Rarity’s bean too much she begins to cum, clenching on the probing fingers and soaking them in her juices. She moans deeply into Twilight’s mouth as a sign of surrender, her body beginning to twitch rapidly. Twilight pulls away catching her breath and grins down at the horndog marshmallow succubus pony.
“I win… now time to claim what’s mine,” Twilight whispers into Rarity’s ear before lighting her horn up and swiftly stripping the two down to their birthday suits.
“What soft ass cheeks you have here,” Twilight compliments the loser of their little game groping and kneading the plush bottom. “I can see why Spike has such a crush on you,” she teases, taking a few more thrusts between the cheeks. “Now for the main course,” she titters before cocking her hips back and using her dick like a battering ram and parting Rarity’s velvet curtains. Rarity screams towards the heavens and begins to coat Twilight’s dong in her juices and sprays all over the sheets, clenching down on the sausage that entered her cocksleeve for dear life. With a smirk Twilight begins to move her hips pulling out only to immediately slam herself back home with a meaty slap echoing, humming happily as she plows through the posh unicorn's slutty hole bludgeoning her womb.
Rarity digs her fingers into the sheets as she is constantly moaning and her ass cheeks quaking each time Twilight bottoms out inside her with the blunted horse meat dropping a fat dollop of pre cum. Twilight begins to pant heavily as she reaches and grabs Rarity’s arms pulling back to get better leverage forcing Rarity to arch her back as she then begins getting plapped even more fiercely than before her ass being turned slightly red from the sheer impacts of them. She begins to moan louder with the brutal assault upon her vaginal region by Twilight’s magic meat spear all the while Twilight has a huge lusty grin spread across her face.
Twilight soon grits her teeth while her sack begins to rapidly clench in conjunction with her rod twitching in time with her heart beat signaling the end.
“Get ready to take my load!” Twilight declares proudly, yanking Rarity’s tail to make her squeal. “The first of many you slutty slave of mine!” she booms as she focuses all her energy slowing down trading her speed for more veracity to her thrusts.
With Rarity biting her lower lip she soon cums again clamping down and spasming all over every inch of the intruder, causing Twilight to howl to the sky as her nuts began to churn and help the gooey cargo make its way through her dick veins only to erupt like molten lava deep inside Rarity’s cunt. Effortlessly painting her womb white and marking it as her territory, while oddly enough visible on her crotch as Twilight is cumming a womb tattoo resembling Twilight’s cutie mark appears on Rarity but has gone unnoticed. Grunting and heaving Twilight dumps what feels like almost a gallon or two of spooge in Rarity visibly causing her to bloat somewhat with the rest backwashing out and splattering all over her balls and lap as well as pooling on the very thoroughly stained bed sheets, who ever would wash them has quite the task ahead of them.
After a few minutes of orgasmic bliss Twilight pulls out and coats Rarity’s lower half with the rest of her load, unaware of the other change that has occurred on her. Her once feathered wings had transformed into more bat like ones with a hairless elastic skin instead of feathers. To which were proudly stretched out as Twilight was nutting in the succubus marshmallow.
“Woah when did these change?” Twilight wonders as she has now just noticed her change and looks down upon her handiwork and still erect meat rocket. She stands up and pulls Rarity to the edge of the bed and unceremoniously shoves her dick in her mouth and begins to work on her throat.
“Clean me off slut,” she orders using her magic once again to create a neat little collar with plenty of elasticity with a charm of her cutie mark around Rarity’s neck. “So adding the horns and now my wings… this must be the work of the idol,” she theorizes while Rarity only can respond with glrcks and glorps. “Well I gotta say this isn’t bad, Sweet looking wings and a harem of horny sluts doesn’t sound half bad,” she tells herself all the while noticing that Rarity too has the same wings however like her horns are slightly smaller than Twilights. “I can get use to this after all I look hot!” Twilight tells herself glancing over to a reflection of herself in the mirror and adoring her new features. “Now the question is… who should I go after next?” she wonders aloud all the while flooding Rarity’s throat with more of her succubus seed. “After all a harem needs a few more knob polishers then just one,” Twilight points out as Rarity’s eyes cross as she is filled to the brim.
Unthinkingly Twilight pulls out her now spit shined dick out of Rarity and walks over to a window looking over the entirety of Ponyville under the night sky, her gaze soon sets upon Sweet Apple Acres as well as a wicked sultry smile too.
“Maybe I’ll have a midnight snack, I am sure Applejack will sate my hunger,” Twilight states, flinging the window open and using her magic to hover Rarity to her only to hoist her up over her shoulder.
With a leap and a spreading of her wings Twilight takes flight stretching her wings and gliding through the air.
“The night is young after all,” She mentions as she makes a beeline for Sweet Apple Acres.
After gliding through the skies for about ten minutes Twilight soon lands at Sweet Apple Acres and tosses down the stuffed marshmallow to the ground.
“Now if I were Applejack where would I be right now?” Twilight wonders aloud. It is late but AJ does have a reputation of working hard even at night, even more so lately with the bumper crop of apples they got. “Maybe I should search the house first,” she notes to herself taking off and lifting Rarity with her magic. “What do you think?” she asks Rarity who just shrugs as she then sighs in announce.
Meanwhile in the barn Applejack was busy trying once again to file down her nubby horns.
“Stupid horns,” AJ mumbles to herself trying to shorten them as much as possible. She hasn’t been too happy about all this happening and finds it rather cumbersome and annoying having ponies gawking at her horns she couldn’t take it. However everytime she shaves them down they tend to grow right back much to her dismay. “Dunno why me and my friends are looking like this,” she continued to talk to herself. She had also become slightly more aggressive as well, often punching trees and nearly knocking them over when she didn't mean to and oftentimes got angry over nothing. Applejack believes these to be connected to her newfound horns and she really wishes for things to return to normal.
“Hopefully Twilight can figure this out,” Applejack says in a desperate tone.
Back at the farmhouse Twilight flies up the house towards a window peering into a window to spot Applejack. The first window she peers into is a peacefully sleeping Applelbloom who seemed exhausted from a hard day's work, splayed out with her sheets and blanket everywhere as she snores loudly.
“Wow Applebloom snores as loud as her sister,” Twilight comments before flying off to the next room.
Peering in she spots Big Mac who was fully naked riding a huge pink dildo, she noted that he has a rather large jiggly butt that shakes each time he falls on the silicon penis. His own dong bouncing around leaking a steady string of pre cum as he jacks it off while maintaining his balance.
“Huh I never noticed until now but Big Mac has a dump truck butt,” Twilight notes, getting distracted and continuing to watch him pleasuring himself feeling her own dong getting hard as she watches. Rarity peeks in still being levitated blushing red at the display as well plus watching Twilight toy with her bulge.
Big Mac lets out some girlish moans of pleasure as he keeps bouncing his own erection flopping around as he does so, panting heavily as he continues feverishly in an attempt to reach his peak. The plastic sex toy is constantly mashing his prostate each time he bounces his bubbly ass onto it.
Twilight keeps playing with herself still wanting to find Applejack but unable to pry her eyes away till the end.
And the end was near as he soon finds himself moaning loudly as he falls once more on the plastic horse sword and soon begins to twitch as he begins shooting his wad all over the floor in front of him and letting out cute feminine noises.
“Eeeeyuuuuuup,” Big Mac lets out before collapsing face first into his pool of cum he made, his ass releasing the dildo as he lands flat.
“Fuck that got me so hard come on let’s find AJ before I use you like an onahole,” Twilight proclaims before taking off to look in the barn.
“You already did,” Rarity snidely remarks as she too is dragged along.
Back in the barn AJ decides to work her frustrations out literally by doing some basic exercises like push ups and squats with Twilight peering in with a malicious grin thinking of the busty fit farm pony bouncing atop her member much like her brother just was.
Applejack grunts as she continues to do her exercises, working up quite a sweat that begins to give her body a bit of a sheen to it.
Flying in through a barn window and dropping Rarity into one of the stalls filled with hay as she lands right behind Applejack.
“What the hay was that?” Applejack remarks as she gets up to turn around and is greeted by Twilight’s more demonic look which nearly causes her to jump out of her skin. “Sweet apple cider! Twilight is that you?” she asks getting a good look at her now.
“Yes it is Applejack, working up quite a sweat I see,” Twilight chimes happily looking her up and down like a fat cat eying a canary.
“Twilight, are you okay, you look… different,” Applejack says trying to steer the conversation back on track as to Twilight’s new found appearance. “And why are you naked with a dick?” she adds on to her list of questions in her head.
“Oh that, just some results as to my studies into the idol,” Twilight responds clearly knowing what Applejack is trying to say. She knows Applejack wasn’t too happy about this recent change bringing unneeded attention upon her and her family.
“Really!?” Applejack blurts out letting her enthusiasm get the best of her.
“Y-yeah,” Twilight responds, taken aback by Applejack's joy for a moment. “I have discovered one thing that helps with the transformation,” Twilight boasts, puffing her chest out before looking straight into AJ’s eyes with a lustful hunger.
Before Applejack can even respond Twilight closes in the distance and locks lips with her and begins to tongue wrestle with hers. Applejack's eyes shoot open wide and she uses her strength to separate from Twilight, probably the one thing from her slight transformation she is thankful for.
“What the fuck!?” she exclaims in confused anger, her horns growing as she gets mad.
“Oh did I forget to mention,” Twilight smugly grins, using her magic to remove Applejack’s clothes, leaving her stark naked as well except for her famous stetson. “I learned that becoming a succubus pony has benefits worthy of studying as I’m sure you know considering your brute strength you have now,” Twilight points out.
“Wha-what!” Applejack blurts out. “Twilight snap out of this right now!” Applejack proclaims as she lunges at Twilight.
Using her wings Twilight flies up as Applejack goes face first into the ground with Twilight seizing the moment and landing atop the earth pony and sliding a few digits into the farm ponies cunny.
“Sweet Celestia’s fat arse, you are like a waterfall down here!” Twilight proclaims loudly as she finger fucks her friends wet cunt.
“Shu-shut it Twilight!” Applejack snaps back trying to get free. “Just cause I haven’t gotten any bronco bustin’ action lately doesn’t mean you can come in here with your big cock and sweet movin’ fingers…” Applejack trails off giving into her own lusty ways.
“That so?” Twilight prods moving her fingers faster and slapping Applejack’s ass. “How long has it been?” she prys.
“Th-three months…” Applejack admits as she bites her lower lip.
“Three months!?” Twilight exclaims in surprise before regaining her composure. “Well we just will have to do something about that won’t we,” she informs her before pulling her fingers out of the moist pussy before her and lining up her schlong stroking it to full mast and gently prodding open Applejack’s velvet curtains.
With a firm grasp on AJ’s hips and pulling back Twilight rams herself full force balls deep into Applejack’s snatch. Applejack screams in ecstasy, her hands digging into the ground beneath her feeling her cunt squeeze down for dear life on Twilight’s purple pony penis. Twilight laughs heartily as she grabs a handful of Applejack’s ass which had some cushion but was very firm and fit, constantly slamming herself into the gushing pussy coating her sack as she goes.
In the stall nearby Rarity watched with her fingers going in and out of her drippy cunny as she watched Twilight ravage Applejack on the barn floor practically ramming her thick cock down the vaginal canal, the sophisticated pony pants heavily her womb mark glowing slightly as she continues to diddle herself.
“Nice and snug cunt you got here AJ,” Twilight compliments, giving her a happy spank for emphasis.
Applejack huffs in annoyance wanting to let Twilight know she shouldn’t be too smug about this repositioning her hands she soon pushes off the ground a task added by her enhanced strength and bucks backwards using that momentum to knock Twilight flat on her back and engulf her dong deep inside knocking on her womb.
“You better learn that when you fuck with a farm filly she might fuck back!” Applejack announces as she begins to ride Twilight’s fat dick bouncing her ass as much as she can. Applejack’s horns continue to grow out along with Twilight’s also getting bigger and her bat-like wings also continue to grow even larger.
“Fuck you really know how to work that fat ass you got AJ!” Twilight mentions spanking said butt as hard as she can to leave a red handprint. “Almost as fat as your brothers…” she mutters under her breath as she begins thrusting upward to really have AJ impale herself on Twilight’s spear.
“We farm ponies know how to ride and handle even the rowdiest of bulls,” Applejack brags as she lets out a throaty moan, her puss leaking more of her juices all over Twilight’s cock pooling in her sheath and coating her nut sack. “But let's see if you can really handle a tough ride!” Applejack declares as she arches herself downward and increases her rise and falls even more faster echoing loud plaps in the barn as she bites her lower lip in pleasure. Twilight grits her teeth and sucks in air her own twin cum factories churning with spooge ready to unload in this randy farm pony, her hands digging into Applejack’s soft flesh as she soon reaches her peak and pushes her down as she arches herself upward hard.
“Fucking sweet Celestia I’m about to cum!” Twilight declares out loud to the farm pony.
“Oh shit…” Applejack says as her eyes cross and she orgasms clamping down and spasming on the twitching purple invader inside her squirting some out to further join the pool of sexual juices.
Twilight feeling this on her dong howls to the moon like as she reaches her own peak her cum rocketing out with her flare widening to lodge itself firmly in place and filling Applejack’s hungry formerly penis deprived cock holster, filling her with a warmth and strange sensation as Applejack’s horns stop growing as well as Twilight’s seemingly a sign of the idols handiwork. As AJ is filled and marked by Twilight with seed a familiar mark appears above her womb of Twilight’s cutie mark just like Rarity’s.
Rarity too joins in as she coats her fingers and squeals with ecstasy somewhat jealous of Twilight stuffing her fat dick into Applejack instead of her and having to watch her take AJ in a similar fashion as she was taken.
Twilight grunts and moans as she feels her balls empty themselves and eventually she can cum no more and had all but depleted the cargo she built up while flying her.
“Fuck… I needed that,” Applejack says with a big grin before finding the strength in her legs to rise up and off the purple pussy stuffer dislodging it with a wet pop as the dam is broken and spooge rushes out in escape from her snatch. She then wanders over to a nearby water barrel to get a drink and after scooping a handful of water into her maw notices her new larger horns. Twilight soon rises up to her hooves and stretches her limbs and shakes her cum coated meat.
“Oh sluts I need a good cleaning,” she claims. As soon as she mentions that and shakes her maremeat the two quickly dart over and kneel before her and begin licking her dick clean of all the juices. “Lovely but I think I need another cock cleaner…” Twilight thinks as the duo keep kissing and licking her member. “I wonder what Fluttershy is up to…” Twilight wonders aloud.
After getting her cock sufficiently cleaned by her beta succubi.
“Lovely work gals,” Twilight announces, petting them both on the head like good dogs. “Now that my pole is polished it’s time to move on to further expansion!” she adds with preppy glee. “Applejack head back to the castle and rest up,” she instructs pointing directly at the farm succubus pony.
“Why her? I’ve been fucked so much it’s gonna hurt when I sit!” Rarity questions and complains.
“Because you're my bottom bitch,” Twilight states, wagging her finger in front of Rarity’s face. “Now enough chit chat we got a fat assed and titted pegasus to convert!” Twilight declares using her magic to create a levitating bubble for Rarity. “Off we go Glitterbutt!” she adds spreading her wings and taking flight.
“Why do I have to be called Glitterbutt!” Rarity questions as the two vanish into the night sky leaving Applejack all alone in the barn.
“Welp reckon I better mosey on to the castle then,” she says to herself whistling as she grabs her stetson off the floor and exits the barn. “Things sure are getting interesting around here,” she wonders aloud.
Through the night sky the duo of former unicorns glide throughout with them making their way to the edge of Ponyville to Fluttershy’s cozy little cottage.
Gracefully setting herself down and deactivating Rarity’s levitation bubble causing her to face plant onto the ground.
“I wonder what Fluttershy could be doing?” Twilight wonders aloud, licking her chops at the thought of getting behind Flutters massive derriere and huge honkers.
She is soon snapped out of these fantasies when she hears a faint moaning sound coming from Fluttershy’s room.
“Does she have a gentlecolt caller?” Rarity questions as she gets up only to find herself once again lifted by Twilight’s magic towards Fluttershy’s bedroom window to see who Fluttershy was having treating her body like some sort of amusement park.
The two succubi unicorns peer into the window to find the yellow pastel pegasus on her bed riding a big thick pink pony dildo slamming her big fat dump truck all the way to the silicon balls of the fake genitals causing the springs in her bed to creek each time. The duo gaze in amazement with blood rushing to Twilight’s third leg as it smacks against the bark of Fluttershy’s cottage leaking pre cum.
Unable to contain her lust, Twilight unconsciously begins jerking off as she watches Flutters give an unexpected show.
“I can’t tell if this is Fluttershy’s normal routine or the transformation we all are suffering,” Rarity comments noting how Fluttershy like them has the same minor signs of changing into a succubus pony with her horns and what not. But it seems Fluttershy is more sexually frustrated by how she is treating her dildo and only now looking down near her bed does Rarity note there are several from the looks of it broken sex toys. All of them are still lightly lubricated but in a form of disrepair, it seems that Fluttershy hasn’t been able to get off all day, maybe even longer perhaps and unable to find a potential partner due to how she looks now or her shyness.
“Ummm shouldn’t you get in there and give her the business?” Rarity asks the still fapping Twilight.
“Probably but I need a bit of a show before I go in,” Twilight hints, using her magic to teleport Rarity into the room in front of Fluttershy.
“Gaaaaah!” Fluttershy squeaks frightened from seeing how a whole mare just appeared in front of her while she was trying to get her rocks off.
“Ugh that’s not what I meant,” Rarity groans under her breath, staring at Twilight who’s still beating her meat out the window. She just flashes a big grin and gives a thumbs up.
“H-how did you get here Rarity!?” Fluttershy questions oddly enough reverting back to her shy self even more. “A-and why do you have those horns a-and your tail,” she continues to stammer out.
“It’s a long story, darling,” Rarity explains, noticing Fluttershy is still riding the dildo despite being caught intensely masturbating. She really must be horny. “But what about you?” Rarity inquires about Fluttershy's state.
“Well I haven’t been out for the past few days,” Fluttershy admits. “I started transforming not as much as you have and suddenly I got super horny!” Fluttershy emphasizes the last part. “So I have been trying to get off but no luck cause I kept breaking my toys,” she sheepishly admits.
“Why not approach a stallion?” Rarity questions.
“... I didn’t think of that,” Fluttershy admits.
In the background Twilight waves to get Rarity’s attention to start making things more spicy for her, which Rarity rolls her eyes and leans in and swaps a tongue kiss with Fluttershy. Fluttershy squeaks in surprise but soon leans into it still working her hips to the dildo, Rarity snakes her hands down every curve of Fluttershy’s body grasping her massive booty and squeezing it. Kneading it like dough to put on a sensual show for the masturbating Twilight outside who begins fapping more furiously then before. Seeing an opportunity Rarity spreads Fluttershy’s massive cheeks unveiling her glistening snatch that is still impaled on the rubber phallus and her tight asshole and dips a finger into the winking hole.
Twilight howls in pleasure as she splooges on the side Fluttershy’s cottage painting it white with her cum, her head being thrown back as she rides the wave of pleasure. Still watching the two mares fondle each other and prod at their respective holes. Twilight pants heavily before grinning and using her magic to open the window and make her entrance.
Soon Fluttershy breaks the kiss and begins panting, unaware of what’s happening behind her.
“I don’t think this is working,” she says disappointed to Rarity. “It’s just I think I need an actual cock or something,” she explains.
“Don’t worry about that Flutters,” Twilight announces behind her, causing her to look back and gasp in surprise. Only to then begin drooling from both mouths at the sight of Twilight purple pony prick.
“H-how did you get in? And why do you have such a big thick and yummy dick!?” Fluttershy exclaims, unaware of the last part she said.
“Simple, I haven't seen you in awhile and I saw and heard how loud you were creaking your bed,” Twilight teases. “And after visiting Applejack I figure it’s your turn to have some fun,” she informs the formerly shy pony. “So me and Rarity here are gonna help you out with that itch you just haven’t been able to scratch,” Twilight suggests seductively stroking her fat cock.
“W-wait I’m involved too!?” Rarity exclaims as she watches Twilight’s horn light up as she begins to cast yet another spell but this time on herself.
Twilight engulfs her lower half in a bright light and soon begins to grunt and groan in pleasure and soon her own sexual equipment has gained some new attachments including another additional dong and an extra pair of balls to add to her massive coin purse. She smirks widely now her two proud endowments ready to plow the pair of pink pussies in front of her.
She approaches and begins feeling up Fluttershy causing her to squeak and moan in lust and embarrassment. Admiring every curve and having her cock brush against the plush bottom before giving it a poke and eliciting another squeak and some fun juice of hers to escape her snatch.
“Now time to take both of you to pound town!” Twilight declares before using her magic to remove the dildo from Fluttershy before pouncing upon the duo and cramming her tab a into their slot b’s.
The duo of sluts moan heavily while Fluttershy’s tongue falls out and her eyes cross as she finally does manage to achieve the sweet release she was looking for, letting out a pleasurable screech to the heavens that even the residents of Cloudsdale can hear.
“Damn just from me putting it in?” Twilight comments surprised at the whole thing before shrugging and getting to plap the two.
“Nnf unnnff why am I always involved in the fucking?” Rarity questions. “At this rate you're gonna break my pussieeeee!” she complains to which Twilight uses her magic to spank the mouthy bottom bitch. Her once fairly tight snatch is now quickly turning into a mold for Twilight’s purple prick.
“Shut it you love it!” Twilight declares continuing to pillage their cunnys while grabbing a heaping handful of Fluttershy’s delicate ass watching it wobble slightly like putty in her hands.
The plowing continues with Twilight spanking and groping Fluttershy’s butt and thighs over and over, unaware of the fact they are getting fatter along with Fluttershy’s bosom growing as well and her horns growing in length and her wings transforming into bat-like ones. Her tongue grows longer and snake-like, she doesn’t even notice moaning like a bitch in heat over and over glad to finally be getting some dick in her hole.
Sweat begins forming on Twilight’s brow from the intensive double dicking she is giving out taking all she’s got to stuff these two succubus ponies and her quadruple cum factories in her sack churning with baby batter ready to invade and occupy their love canals.
Rarity and Fluttershy’s eyes both cross as they scream to the heavens in unison, each of their pitch synchronizing perfectly to a point where some of the windows crack due to it further adding to the list of chores Fluttershy will need to do next to clean off Twilight’s cum outside. Both of them hitting their orgasms puts quite a lot of pressure on the dual dicked princess succubus pony who already was nearing her limits. Both her rods of pleasure were spewing pre like a broken faucet and trembling like a leaf, aching to release the contents of her massive quartet of nuts that continue to slap against the outer lips of Rarity’s puss.
“Get ready girls cause here I cum!” Twilight groans as she slams her hips forward burying her pork swords to the hilt before letting loose a barrage of white deep into their cunts. Twilight’s magical sack visibly gets smaller as she unloads her gooey cargo into two warm wet holes.
After several minutes of blissful cumming Twilight soon collapses onto Fluttershy’s ass panting heavily feeling completely drained. She soon finds the strength to get up and pulls out, unleashing the cascade of a white water fall from both pussies.
Her cock goes limp as she undoes her spell and leaves her back with just the one dong and two balls as nature intended, she stretches her limbs and heads downstairs and into the kitchen.
While letting her two betas rest she quickly whips herself up a grilled cheese feeling extremely peckish after the intense pipe she just laid upon them. Using her magic to help make the process easier and quicker she soon has a perfect grilled cheese fit for a princess.
She returns to the bedroom munching on her snack only to hear some mild grunting.
“A little help!” Rarity calls out trying to roll Fluttershy over off of her. Twilight uses her magic to help with the process and notices the drooling Fluttershy with her eyes crossed and making a great “o” face.
“Thank goodness she changed more than I did,” Rarity notes.
“Always had the suspicion she was a freak in the sheets,” Twilight remarks, taking another bite of her cheesy delight. “But her transformation is no surprise. I think it’s due to the influence I’m gaining, which will probably happen to you too soon,” she adds.
“Right…” Rarity adds as she pants. “So can we take a break for the night or are you still planning?” Rarity inquires.
“Let me finish my snack first,” Twilight says joining them in bed with the twitching well fucked Fluttershy and her bottom beta bitch Rarity.
“Soooooo good,” Fluttershy remarks still spaced out which Twilight rewards with a hearty smack on her jiggly rump.
