A Little Night Talk

by Mancin

Rating: mature
Tags: Porn, My Little Pony: Friendship is Magic, Princess Cadance, Spike, Shining Armor, Sunset Shimmer, Twilight Sparkle, Alternate Universe, Anthro
Length: 8533

After finding herself in an alternate version of Equestria, now populated with big-tittied bimbos and hot studs, Sunset decides have an adventure...a SEXY one!

Through an accident with the Portal, Sunset finds herself in a completely different version of the Equestria she knew. Instead of her pony-form, she's now some weird cross between both Human and pony.

And she's not the only one.

After the initial shock, she decides to explore this new world until the Portal reopens in a month's time, and discovers FAR more than she'd expected!

Much more...SEXIER things!

Written at the request of Jade Ring for Shakespearicles' Summer Sin Celebration

Kink Request: Dialogue during Sex, Shining Armor/Sunset Shimmer

Cover art by Derpibooru Artist BURSTFIRE, derpibooru 1670142

Published 2022-06-28 21:50:00 UTC
Last updated 2022-07-09 05:09:06 UTC

The First Shock

Prologue

Sunset panted as she tried to catch her breath, her face covered in both hot, sticky cum and the warm weight of a massive cock resting against her cheek. Her mind was in such a haze of pleasure, that it took her a few moments to recall exactly where she was, but she had it now: she was in the private Pleasure Room of the Rulers of the Crystal Empire, and the cock currently resting on her face belonged to none other than the Prince himself. She could feel his seed oozing out of her every orifice: her cunt, her ass, and her stomach held a warm weight that had to be more of his cum.

She gently moved him off her face and sat up. The bedroom was in total disarray, their few clothes had been scattered all over the bed, and as she lifted her gaze to the clock, her eyes widened as she realized they'd been here for hours. She looked down at his sleeping form and smiled.

She was really, really starting to enjoy this Universe!

Three Days Earlier

Sunset sighed as she absently pushed the food around on her plate, her attention elsewhere. It had been just over a year since the..."Event," as she chose to remember it, and despite her friends' best wishes and efforts she still hadn't forgiven herself for her actions. Indeed, there were those at the school who hadn't forgiven her either, and she continued to endure nasty looks and whisperings every time she attended classes. Which was why she found herself eating alone in the cafeteria, this being one of the rare times none of her friends were at school that day. Applejack had extra work to do on her farm, Rarity was preparing for a fashion gala, Fluttershy had volunteered for more work at the animal clinic, Rainbow was off training for the next track meet, and Pinkie...? She stopped and thought. She didn't know what Pinkie was up to. Nor Twilight, for that matter.

Her first reaction was they were both avoiding her, but she angrily pushed that notion away. All of them had gone out of their way to show they actually cared about her. So she choked and spluttered when Pinkie came up behind her and yelled, "Surprise!!" Sunset spun around and faced her.

"You nearly gave me a heart attack, Pinkie!" She looked down and began to wipe the food off her top. "Now I have to walk around all day with a stain on my clothes!" She glared up at her. "Happy now?"

Pinkie just smiled. "Oh, Sunset! Silly girl, don't worry about it! C'mon!" Pinkie grabbed her by one hand and pulled her out of her seat.

"Ahh! Where... where are we going?!" she panted as she was being pulled along. She put one hand up along her face, trying to avoid the stares from all the other students as she was clearly embarrassed, but Pinkie (of course!) seemed not to notice.

As they made it to the hallway, Pinkie said, "We're going to get you some other clothes! I always keep spares in my locker!"
Pinkie finally made it to her locker, with a reluctant Sunset in tow, dialed the lock, and whisked the door open. She started pulling tops out, held them up to her friend, then tossed them over her head. "Nope! Nope! Uh-uh! Ah!" settling on a very short pink middie. Sunset turned beet-red.

"Pinkie! I can't wear that! My tits will be hanging out for everyone!" Pinkie looked her, then looked at the top.

"Why is that a problem, Sunny? Here, let me show you how good it looks!" Before Sunset could stop her, she immediately took her own top off and replaced it with the new one. Just as Sunset had feared, the pink girl's boobs were bulging out, which she gazed down at proudly. "See?! It's cute!"

Sunset looked frantically around for other students and breathed a sigh of relief to find they were both alone in the hallway. But then the bell rang, signaling the end of lunch, so all of a sudden the hall was filled with students leaving the cafeteria and making their way to their classes. Sunset grabbed a spare piece of clothing from the floor and covered Pinkie with it. "Hey!" cried she. "What's the idea?!" Sunset slammed Pinkie's locker shut and hustled her out of the hall and into an empty classroom, then rounded on her.

"What are you thinking?! We can't wear stuff like that in school!"

Pinkie cocked her head and smiled. "Why not? It's not like I'm showing nipples, silly!"

Sunset looked down, then quickly looked away. "But still!"

Pinkie just waved her off. "You really, really need to relax, Sunny! You are even uptight in your dreams!"

Sunset stared at her. "W...What?"

Sunset sat up with a start and stared around. She was still on the train to the Crystal Empire, just passing some ice-clad mountains. The Sun was sinking low in the sky, casting its golden rays across the landscape, a landscape lush with show-covered trees and low hills. Then, she took a deep breath and looked down at herself, then quickly cast her gaze back out the window. Even though she now knew where she was and how she'd somehow ended up here, it was all still a bit of a shock. She had fully expected to return to her regular pony-form when she'd gone through the portal...

As she'd stepped through the portal, she stood stock-still at the sights before her. There was not a normal-looking pony to be seen, only these...hybrids. And none seemed to be bothered by the changes. There was a mare she recognized as Miss Cherilee, bouncing happily by in a scandalous pair of jogging shorts and a white bikini top, her massive tits jiggling and drawing the attention of every undistracted male in the vicinity! She did a double-take when she looked again at the stallions. Just about every one she saw looked like a cover model: some taller, some shorter, some even heavier, but all could pass for a mare's wet dream.

She had immediately turned and tried to get back through the Portal, but it was fast shut. Failing that, she'd fled to the nearest alleyway and inspected herself. She had retained most of her Human body, but with pony features. She still had her pony snout, her horn, and her ears and tail. A light covering of soft fur still instead of the bare skin in her fully Human form remained. She glanced around to see if anypony was watching her, then pulled one corner of her skirt up to her hip. Cutie mark was still intact, and she breathed a sigh of relief. Yet now instead of hooves, she had feet and hands. But that wasn't what truly troubled her.

She had never been self-conscious about her body, even in the Human world. She knew she was attractive...maybe not as attractive as say, Fluttershy or Rarity, but she'd been fine with herself. Now? The word that immediately came to her mind when she looked down at herself was..."BIMBO." Her breasts had grown to the size of watermelons, and her butt was now enormous! Worst of all, her libido, which she had always kept under tight control, was now fighting for possession of her mind.

At least she'd come through the Portal fully clothed, and her clothes were still modest, although they were a bit tighter than she liked, showing off her now ample chest and curvy butt. She covered her chest with her arms and made straight for Twilight's Castle. She needed answers, and she needed them now.

If anypony knew what the hell was going on, she would.

The First Taste

Keeping her eyes firmly glued to the ground, she quickly made it through town, doing her best not to stare too openly at this new world.

But she couldn't help herself.

All around her, the hybrids were smiling, laughing, AND flirting with each other, and she felt the heat rising in her face the more and more she saw. Making her way to the door of the Castle, she took one last look around and began banging on it. "Twilight! Spike! Open up!"

She heard an annoyed, "Yeah, yeah, keep your shirt on! I'm coming!" voice she recognized as Spike. After a few moments, the door sloooowly opened, but instead of the waist-high little helper she was expecting, she gazed up and up to a muscular, toned, and ripped male dragon. Her mouth fell open in shock, while he smiled down at her broadly.

"Sunset! You're back!" He quickly reached down, swept her off her feet, and enfolded her in a crushing hug. "It's been ages! How have you been?!"

"F...Fine.." she wheezed. "Even better once...you...put me...down?"

"Whoops! Sorry!" He gently set her back down and placed a hand behind his head. "I get a little carried away sometimes, ever since the Change." At this, her eyes brightened and her ears rotated forward, but he didn't give her the chance to ask. He stepped aside and gestured for her to come in. "Make yourself at home! Twilight's upstairs in the Library, of course! I'll go get her!"

She stood there dazed, bowlegged, and a bit out of breath, trying not to watch his firm ass as he bolted out of the foyer, down the carpeted hall, and up the stairs. She made her way over to a couch against one of the walls and sat heavily down on it, trying to recover from what she'd just experienced.

Spike had been clad in a black, tight tshirt and jeans, but when he had swept her off her feet and hugged her, she'd felt a distinct...bulge...somewhere on her leg. A quick glance South when he'd released her confirmed her suspicion: Spike was now hung like a...well, HORSE! She put a hand to her forehead and one to her chest, for her head was slightly spinning from his unique male scent, and her heart had begun to race. This was the closest she'd been to a male since coming through the Portal, and she simply hadn't been prepared for the encounter.

Suddenly she heard a cheery, "Sunset! So good to see you!!" and turned to her right. Her eyes widened, for there, coming down the stairs, was not the adorkable alicorn she'd still been expecting, but a smoking hot, big-tittied bimbo with her friend's face and smile, wearing a very tiny négligée, thigh-high silk stockings and spiked heels! Twilight quickly closed the distance and bent her booby self down for a hug, which Sunset endured.

"Ummm...hello...Twilight?"

Twilight stood and smiled at the question in her voice, "Yes, it's me!" then ran her hands over her own tits. "These are great, aren't they?! I'm having so much fun now!"

Sunset managed to get to her feet and stammer, "Wh...What happened? Why are there no normal ponies? What...what is going on?"

At this Twilight grew serious. " 'Normal' ponies?' Do you mean, quadrupeds? Like, horses?" Sunset quickly nodded. Twilight's hands flew to her mouth, then she lowered them and took both of Sunset's in hers. "I think...I think this may be a different Equestria than the one from which you originally came." Keeping her hand in hers, she turned and walked down the hall. "Let's go to my lab, and I'll try to explain everything as best as I can." As they went, she called out, "Spike? I will need you down in the Lab! Join us, please?"

From somewhere in the Castle they heard a distant, "Coming!" and the sound of footsteps approaching. But the two mares reached the Lab steps and descended them before Spike caught up with them. Sunset followed her to the bottom of the stairs and looked around. All seemed to be as it was the last time she was here, only a bit...larger? Then she watched as Twilight put on a lab coat and glasses, then pulled over a whiteboard and some markers. She looked over her shoulder as Spike entered the Lab, still clad in his black shirt and jeans. Sunset couldn't help looking at his prominent bulge again, but she quickly turned back around.

Twilight indicated a spot next to her. "Please stand there, Spike. This will help with the demonstration." Spike gladly complied, stepping to the spot and placing his hands behind his back. Twilight cleared her throat, walked up to the board, and faced Sunset. "As you know from several science journals, it has been postulated there exist myriad multiverses." She turned to the board and drew several circles, some intersecting, some concentric, then used Greek letters to differentiate them. "Within those universes lie infinite possibilities, yet as you can see from this crude illustration, some do overlap." She looked at Sunset over her glasses. "This, I believe, is how you ended up here. Our universe must closely mirror your own, given we share the same language and other similarities."

Sunset's eyes grew round. "So...I'm an...alien?"

Twilight shrugged. "More or less, I suppose. But I wouldn't worry too much. If your Portal is governed by the same laws as ours, you should be able to return to your Universe in a month's time." She turned back to the board and erased it, then drew a surprisingly detailed and artistic drawing of two females, one looking rather ordinary, and the other much more well-endowed, and did the same with two male drawings, with much greater emphasis on their...ahem..."private areas," adding details like veins and girth, giving them a life-like appearance. It was a true labor of love. She stepped back from the board, a bit out of breath, then turned back to Sunset. "Now then, allow me to explain the Change."

Sunset perked up. Casting a quick look at Spike, she said, "He did mention that when I first got here."

Twilight smiled at Spike. "He would!" She looked at Sunset. "Basically, we faced a crisis in Equestria. Females outnumber males by a factor of three to one, and birth rates were steadily declining. So the Princesses, led by Celestia, came up with a solution." Here she paused, and inquired of Sunset, "Is there a Princess Cadence on your world?" Sunset nodded. "Very good! And is she known as the 'Princess of Love,' as she's known here?"

"Yes." Sunset frowned. "Where are you going with this?"

Twilight waved a hand. "Patience, I'm getting to it." She faced the board again. "One of the problems was, as a culture, we mostly viewed sex as a means for procreation only. With the help of Cadence's love magic, that changed." She pointed to the figures. "Females were given greater endowments, as well as an increased sex drive, making the majority of adult females much more attractive to the males, as well as more fertile." She looked back at Sunset. "This even applied to mares that were previously past foal-bearing age, sparking a new crop of...?" She looked at Spike. "What's the term?"

Spike grinned. "MILFs."

She giggled. "Oh, yes: MILFs!" She went on. "Stallions were given the same treatment: even the older ones found themselves larger, more muscular, and..." here she paused to wipe a bit of drool off her lips as she stared at her drawings' cocks, "FAR more virile!"

Sunset's brow furrowed as she look down at herself. "Well, that explains why I now look this way. But, what am I supposed to do in the meantime?"

At this, Twilight brightened. "That's easy! Make new friends! Explore this world and all it has to offer!" Here she looked over her shoulder at Spike. "Tell me," she asked without turning around, "what are the males like in your world?"

Sunset's head jerked up. "What do you mean? They're fine, I guess?"

She turned back and smiled at Sunset. "Are they like...him?" She indicated Spike with a thumb over her shoulder.

Sunset's breathing started to increase. She wasn't sure what she meant, but she had an idea where this was going. "I...I'm not sure what you mean..."

Twilight's smile grew wider. "Then, allow me to demonstrate!" She walked over to Spike and took him by the hand, then led him over to Sunset. As he came in range, his male scent wafted gently over her nostrils again, making her nipples harden, her tail to flag, and causing her to clench her knees together. Twilight ran a dainty hand over his groin and kept her eyes on Sunset. In a sultry voice, she said, "Are they as well-hung as...this?" With Twilight's delicate attention, Spike began to grow through his jeans, until he was at full mast. Again, keeping her eyes on Sunset, Twilight asked, "Is this making you uncomfortable?" Sunset hesitated, then slowly shook her head, her eyes glued to the sight before her. Twilight smiled, then fell to her knees. "Anytime you want me to stop, please say so." Then she looked up at Spike and said, "Ready, stud?" Spike grinned and nodded. She then slowly undid his belt, then unzipped him. Sunset's heart was beating out of her chest, and she couldn't look away. She gasped as Twilight took a handful of his waistband and pulled his jeans down to his ankles as he stepped put of his clothes, suddenly exposing his cock.

Taking it gently in her hand she looked over her shoulder at Sunset. "Now then, observe this specimen." She hefted his meat up to her mouth and gave it a lick. "Before the Change, Spike here was much smaller, and nowhere near as tasty." She cupped his balls, showing them off to the other mare. "Note how full they appear to be! Less than an hour before you arrived, I had just finished sucking him dry, or so I thought! But now..." she turned and took him into her mouth, slowly bobbing her head up and down and moaning with pleasure a few times, before pulling off again and speaking. "...they're just as full as before, churning with delicious cum all ready to be swallowed once more!"

She turned to Sunset with a smile. "Before the Change, I wasn't as nearly eager to do..."stuff"...with males as I am now! I was too shy, I didn't think I was pretty enough, and I didn't think I knew how to please---AHH!" but that's far as she got before Spike grabbed her by her mane.

"You still talk too much, Twilight..." as he spun her back around and stuck his dick down her throat, keeping his hands on either side of her head as he thrust in and out of her. Twilight placed her hands on his thighs and steadied herself as her eyes rolled up in her head, delighted at being so roughly handled. But Sunset's eyes grew wide at what she was seeing.

"You're hurting her!" she cried as she rose to her feet and laid her ears back.

Spike stopped and pulled it out of her mouth, causing Twilight to glare up at her. "Don't you dare make him stop! I love it!!" She turned back around and swallowed his cock again, then grabbed his hands and placed them back on either side of her head. She stopped sucking only long enough to shout, "Fuck my throat, Spike! More!!" then resumed eagerly slurping and swallowing.

At this intensely sexual display, Sunset felt like very much the outsider, so she began to edge towards the door. She was beginning to feel quite hot and bothered, but she wasn't sure how they both felt about "group activities." She turned away and clenched her teeth, while her body fought a desperate battle with her mind. If she stayed a moment longer, she would lose all propriety and join in...whether they wanted her to or not! As she was climbing up the stairs, she heard, "W...Wait! Where...AH! AH! AH!..are you...going?! Don't...you...Oh GAWD, MORE!...want...some...of this?!" This had come from Twilight, and as she turned back around in the brief time she'd had her back turned they'd changed positions, and Spike had ripped off her lab coat and panties, and was now fucking her mightily from behind, "pony style." Sunset watched mesmerized as the purple mare's tits jiggled and bounced with each thrust, and the smell of sex filled the Lab. "I...I'm...I'm...CUMMING!" screamed Twilight, as she threw back her head and arched her back.

It was too much.

She came back down the stairs and joined her friend on the floor on her hands and knees. Looking up at Spike, she said, "Are you sure you're okay with this?" Instead of answering, he reached over, took a handful of her mane, pulled out of Twilight, and aimed his cock at her mouth. Twilight fell fully to the floor on her side once Spike released her, gasping and heaving from her orgasm. Sunset looked down at her, then stared cross-eyed down at the massive cock waiting to enter her mouth. She could smell both him and Twilight's juices all over it...and it was thick...and throbbing...and glistening...and looked absolutely delicious! With a cry, she closed her eyes and gave in, opening her mouth and wrapping her lips around it.

Spike was much more gentle with her, allowing her to move at her own pace as he let go of her mane and simply watched her. She started slowly, swallowing as much of the cock as she could without gagging. With some effort, she managed to get most of it down her throat, then looked up at him to gauge his reaction. He was smiling, so she must be doing it right. Just to make sure, she pulled off and asked, "Does that feel good, Spike? Do you like what I'm doing?"

He grinned. "Oh yeah! Keep going, Sunset! I'm close!" He then lay back on his elbows and spread his legs, giving her easier access.

Pleased, she smiled and opened her mouth and took him in once more, this time going deeper and using her tongue. "More, baby...keep sucking...I'm gonna...empty...my balls...down...your throat," whispered he, as his hips began to buck. She'd had enough experience with men to know what that meant, so she swallowed as much as she could and braced herself. "Here...it...comes!" cried Spike as he grabbed either side of her head and bucked again and again, shooting load after creamy load into her mouth and down her throat as she swallowed over and over.

After what seemed like a full minute, he stopped and relaxed, panting. Sunset fell backward onto her ass with her head down, panting as well. Spike smiled down at her, and said, "How was it?"

She slowly raised her head and stared up at him with a feral look through her mane, and uttered one word:

"MORE."

"Are you sure you can walk?" asked Twilight. She and Spike were with Sunset at the front door of the Castle the next morning, seeing her off.

Sunset took a few faltering steps but managed to keep her balance. "I'll be okay. The train to the Crystal Empire leaves in less than an hour, if I'm not mistaken, and I can rest on the way."

Twilight grinned. "Then say 'hello' to Shiny for me, and Cadence!"

Sunset waved and turned to go, keeping her final thoughts to herself.

I plan to do MUCH more than that!

The Main Course [Expanded!]

As it turned out, the train wasn't scheduled to arrive for another three hours, so Sunset decided she'd get a change of clothes. She felt very much out of place among all the studs and bimbos walking around, eating at outdoor restaurants, shopping, or just enjoying each other's company, dressed as modestly as she was.

And her mission to see Shining Armor, Twilight's BIG brother, was far from modest!

So, she decided she'd spice things up a bit by getting something that would catch his eye the moment she arrived there. If this Cadence was anything like her's (and if those rumors were true) she was all about..."sharing." Only one way to find out.

She made her way to the Market Square and was mildly surprised to find what amounted to a Clothing District. After thinking about it for a moment, she realized it made sense, as these Pony/Human hybrids all wore clothes, unlike in her world of mostly nudists. She couldn't keep the smirk off her face as she observed the fashions displayed in the windows. Clearly, these outfits were designed to enhance the male and female forms. She saw micro-mini skirts, garter belts, middie tops, "fuck me" heels, as well as faux-leather super tight clothing for the males, as well as fashionable evening wear for those..."less than casual" occasions...all on display on the window mannequins. She entered the closest shop she came to and took her time looking around. A perky salesgirl spotted her and immediately approached her.

"Welcome, miss! If there's anything you like, please let me know!" She pointed to the back of the store. "Our changing rooms are in that direction, so again, let me know what you'd like and I'll take them there for you!"

Sunset smiled at her enthusiasm and nodded, then began moving towards a rack of miniskirts. The salesgirl got there first and said, "Oh, great choice, miss! We sell like, a ton of these!" Before Sunset could make her selections the salesgirl grabbed four skirts, held each one up to Sunset, grinned, then grabbed four matching tops. "This way, miss! I'm sure you'll love them!" Taking her by the hand, she pulled her to the nearest changing room and opened the door. Inside, a stallion had a mare bent over the bench and was ramming her from behind. They both looked up as the salespony giggled, "Oops! Sorry! Wrong door!" Quickly shutting it, she then opened the next one, which turned out to be empty. "Here you go, miss! If you need me, I'll be close by!"

Stunned, breathless (and a little annoyed) Sunset closed the door of the changing room and held the clothes up to herself in the mirror, determined to ignore the sounds of fucking going on in the next stall. This most definitely wasn't the Equestria she was used to!

But...(as she smiled to herself while trying on the super small miniskirt) she could begin to like it...

Clad in her new outfit, she strutted her way down the cobblestone streets, tits jiggling, high heels clicking, hips swinging, ass on clear display underneath the shortest miniskirt they sold. If stallions' (and a few mares!) eyes could cast laser beams, her ass, tits, and legs would be on fire from all the attention she was getting. She smiled again as she soon found herself in front of Sugarcube Corner. She took a moment to gaze up at it, for it was far larger than the one in her home. Still, it otherwise looked the same, and another cup of coffee and possibly a fat-free donut sounded like a good idea, even though she'd eaten a fairly large breakfast with Twilight and Spike that morning. Besides, it would give her a chance to see what her other friends' counterparts were like in this world, although if the purple bookworm's changes were any indication, she had a good idea of what to expect.

Which was why she stood stock-still and stared once she opened the doors, for it looked like she'd somehow stepped backward in time. Instead of the usual slutty fashions she'd seen everywhere, this seemed to be more like an old English tea party. The mares, while still sporting huge tits, were all covered from neck to shoes in long, frilly dresses, wearing elegant chapeaux, all while sipping tea with pinky fingers outstretched and nibbling on various dainties. The aroma of freshly-baked confections filled the air as various waitstaff, also dressed theme-appropriately, went from table to table seeing to each customer's needs.

Sunset was just about to leave, feeling quite out of place when one of the waitresses approached her. "Welcome, m'lady! Are you here for Phase One or Phase Two?"

She stared down at the short mare. "Excuse me?"

The waitress smiled knowingly. "Ah, I see. It's your first time here! Not to worry, it's easy enough to explain. Follow me." She led her down a corridor to a large, ornate door. Behind it, Sunset could hear the sounds of a huge party going on, but before the waitress opened the door, she said, "Just a moment," and pulled her dress over her head, revealing a pair of red short-shorts, dark stockings, halter top, and the stiletto heels she'd been wearing under her conservative costume. She then reached up and removed the headdress she'd been wearing, allowing her auburn mane to swing freely about her shoulders, then smiled up at her customer and finally opened the door.

Inside was a scene of pure debauchery! Sunset didn't see any groups that were less than three, all doing the most unspeakable things to each other, but her eyes were then drawn to the center of the room. There, having his cock serviced by both Mrs. Cake and Pinkie was Mr. Cake. They lay on one of the several couches and beds set up all along the inside of the huge room, as the sensual music blared and all of the "customers" carried on in complete abandon! She saw the waitresses going about picking up the discarded formal dresses and suits, and placing them neatly on racks, while others offered various sex toys and lubricants to any who requested them. Even a few of the staff were joining in on the fun, as she saw a mare being grabbed and crying out in joy as she was walking by with a pile of clothes, then fell to her knees and began sucking what was most likely not her first cock of the morning, if the stains of cum on her outfit were any sort of clue.

She was startled out of her stupor by the waitress who'd brought her there asking, "You've seen both Phases, m'lady. Which would you care to join first?"

Instead of answering the previously stunned mare tore her own top off and dove into the nearest pile.

"Crystal Empire! Last stop!" cried the conductor as he made his way through the train car. Sunset held a hand up to shield her eyes from the sunlight that poured through the window as the train had passed through the dome that protected the Empire proper from the outside freezing elements. The train had gone from what had looked like a blinding blizzard to a sunny, peaceful afternoon in a matter of moments as they'd crossed the threshold...the effect had been a bit disconcerting.

Nevertheless, she gathered her few belongings and made her way off the train with those few other tourists that had been traveling with her. From overhearing brief snatches of conversation she'd learned this was not the time of the year for the regular tourist season; something Princess Cadence and her Consort were working hard to change.

The first thing she noticed about the Crystal Empire was...well...all the crystal. Everything was bright and shining with a jewel-like quality...even the people! Though they all looked basically the same as any other pony she'd seen, these had a shimmering aspect to their fur that was rather...exotic.

The second thing she noticed...blushingly...was an apparent complete lack of modesty among the inhabitants. From her own history, she knew that the Empire had gone through a thousand years of isolation and harsh subjugation under Sombra. Even when freed from his rule, his former subjects had remained depressed and withdrawn, until the Crystal Heart had been rediscovered. But apparently, as she stared around, they'd all gotten over that reticence, for she saw fashions that made her own outfit seem modest, open solicitation for sex on every street corner, and more pregnant mares than she could count. All looked deliriously happy as they sat at cafés or park benches chatting with one another, hands rubbing proudly over their gravid bellies with huge smiles on their faces.

Their happiness was contagious as she strode through the City. Clearly, this was the epicenter of the Princesses' plan to stimulate more lovemaking and increased births, for she could practically feel waves of intense primal emotions radiating all around her. Indeed, the closer she went to the center of the CIty, the more intense those feelings became until she found herself standing before the Crystal Heart. There, pulsating with a pink glow and floating above its stand, it slowly circled. Scores of ponies were gathered about it, reveling in its Presence...including the Prince and Princess Themselves.

They both stood before it, hand in hand, smiling down upon their subjects, as some bowed in reverence and others...well, others showed their gratitude in different ways! As Sunset watched, she saw several "private" booths had been set up in the Square, and judging from the sounds coming from within, there would soon be far more pregnancies in the very near future. And that is when she heard her name.

"Sunset! So glad you made it!" She turned at the sound and saw Princess Cadence approaching her with a broad, welcoming smile on her face. Sunset did a double-take when she got a good look at her, for not only were her breasts incredibly huge, but she was also very, very pregnant! Still, that apparently didn't stop her from wearing a thin, see-through gown that was slit all the way up to her waist, white stockings and panties, and high-heel shoes. Cadence bent down and gave her a booby hug, then stood back and took her by both hands. "Twilight informed us you were coming! How was your trip?"

Sunset smiled up at her, and began with, "It was fine, I---" but stopped when the Prince walked up beside his wife to join them. Sunset was struck speechless. He was tall, taller than his wife, with broad shoulders and a tight shirt that showed abs that could grate cement! His arms looked like they were chiseled out of granite, and as her eyes were drawn down past his waist, she involuntarily gasped as she traced a bulge that ended barely North of his knee. Then he locked eyes with her, and her knees went weak.

Cadence smirked and waved a hand in front of her face. "Hello, Sunset! Still with us, sweetie?"

Sunset startled and wrenched her eyes back to the Princess. "What? Oh, oh, yes! What were we talking about?"

Cadence looked back at her husband, then back to the blushing mare, and smiled again. "It can wait. You must be tired from your trip! Come, let's get you settled." Taking her hand in hers, she turned and led the way back to the Castle, as Shining remained with the people. Sunset looked back over her shoulder at him, and for a brief moment, he glanced up at her, his expression unreadable, then looked away.

As they walked, Cadence was chattering a mile a minute at her, but Sunset heard not a word, for her mind was spinning.

What in Equestria made me think he would be interested in ME?!

When they finally reached the Castle, it wasn't until they'd entered the Princessess' bed chamber that she said something that caught Sunset's attention. "Twilight informs me that you are not the Sunset from this Universe. Is that correct?"

Sunset looked around at the beautiful room before answering. The walls were made up of the same shining crystal as the rest of the City, adorned with tapestries and paintings. The floor was covered with a rich, thick mauve carpet and the air was lightly scented with her Highnesses' perfume. Against the far wall sat her enormous bed, a four-poster, with mirrors on the ceiling! A large devan was perched before a roaring fireplace, along with other very comfy-looking chairs. Along another wall sat her vanity, with various bottles and jars arranged neatly across it. Sunset sighed and finally spoke.

"Yes, and I'm still not quite over the shock. I'd read about the possibility, of course, but I never thought I'd experience this."

Cadence motioned to the seats before the fire and sat down, as Sunset sat opposite her. Cadence leaned forward. "So tell me: what do you think of this world?"

Sunset sighed and looked away. "It's...not quite like my world. I expected to be in my pony-form when I came through the Portal." She held up her hands and stared at them. "I was used to having these in the Human world...it was a bit disconcerting to find I still had them."

Cadence pressed further. "Was that the...only surprise?"

Sunset startled at the implication in her voice and searched her face for any meaning. Then she blushed and cast her eyes down again, this time to her own now huge breasts. "Well, I didn't have these in my world, even as a Human!"

Cadence clapped her dainty hands and laughed. "That's adorable!" Then her voice became sly. "Might I assume you've..."sampled"...some of the pleasures this world has to offer?" Sunset was struck speechless, but the look on her face told it all. Cadence sat back and smiled once more. "I thought so." She used her magic to levitate a bell to her hand and gave it a shake. Immediately, the door opened and a guard stood there at attention.

"Yes, Your Highness?"

She gestured towards Sunset. "See that my guest is treated to all the comforts the Castle can provide." She gave the guard a level stare. "All. The. Comforts." The guard looked from his Princess to Sunset and back, then smiled broadly.

"Oh, YES, Your Highness!"

Sunset followed the guard down many corridors, past many doors. They went in silence, as he offered her no information and she was too nervous to ask. Finally, they stopped at a large, ornate one, carved in wood with erotic symbols on it. All along it were figures engaged in every sexual act she'd ever heard of, and quite a few she'd never imagined! The guard opened the door, then turned to her. "In here, miss."

She tried to see past him. "What...what's in there?"

The guard gave her a reassuring smile. "Her Majesty's Pleasure." He waved her in. "Please. There's nothing to fear. You will enjoy yourself."

Sunset swallowed, then stepped boldly into the room and stopped. The room was large, and dimly lit in red by a fireplace to the far left. Its light caused the shadows to flicker and dance over every surface, including the huge bed in the center.

And lying there at his ease was the very last person she expected to see: Shining Armor!

He stood to greet her with a smile. He was clad in a simple bathrobe and slippers, and her eyes were drawn South again she could make out his cock pressing against the fabric. With difficulty, she found her voice.

"Pr...Prince Armor? Wha...what are you doing here?"

He laughed, a deep rich chuckle that sent shivers down her spine. "You may not have noticed, but I live here..."

Flustered, she tried to compose herself and tried again. "N...no, I mean, what are you doing in this room?"

He cocked an eyebrow. "Why, waiting for you, of course." He sat back down on the bed and patted a place next to himself. "Come, sit down. I won't bite...much." With faltering steps, she did come forward, until she was standing next to him. His eyes roamed her body, and she felt herself heating up. He reached up and gently took her hand, then guided her down to the bed, where she sat. He gave her hand a squeeze. "You're trembling. Do I frighten you?"

She looked away. "N...no..." As he remained silent she looked back up at him and whispered, "...yes...a little..."

He ran his fingers lightly up her cheek. "That's alright. I do have that effect sometimes." He then leaned in and lightly kissed her cheek, then deeply inhaled. "I like your scent..."

Though her heart was racing madly, she turned her face towards his, met his eyes for a moment, then closed hers and returned his kiss, this time on the lips. The kiss deepened as her breath grew hotter, then she boldly began to probe his mouth with her tongue. He lowered his hands to her waist and drew her in against his muscular chest, pressing her tits against him, as she threw her arms around his neck and moaned while their tongues wrestled with each other. She stopped only long enough to say, "Touch me!" then resumed kissing him fiercely. He then took his hands and gripped her ass as he lay on his back with her on top. She gasped in pleasure as he grabbed her panties in both hands and easily ripped them in two, leaving her ass completely bare. She straddled him as she sat up and tore off her top, then reached down and took his bathrobe off his shoulders with a hungry look in her eyes. She looked back behind herself and saw his cock was fully erect and pressing against her ass, and was far larger than she was expecting! Her pupils shrank to pinpricks and she became a little scared. She'd never taken on a beast like this before!

Sensing her fear, he gently pushed her off his lap and stretched out beside her. As she stared down at it, he said, "Take your time, I won't hurt you, I promise." She swallowed, then took a slow hand and gripped it. It felt warm and alive in her hand, with veins that throbbed and a purple head that to her eyes looked angry! Shining took his cock in one hand and placed his other behind her head, then slowly pressed her towards it. "Go on...give it a taste...you will like it." She allowed herself to be led closer and closer, then just before she made contact she closed her eyes and opened her mouth. He guided the head into her soft, hot mouth, then kept gently pressing down until it was past her lips, then let her do the rest. Once it was in her mouth she swallowed again, then opened her eyes and began licking all around it, getting the flavor all in her mouth. To her surprise and delight, he spurted a dollop of precum out the head, which she eagerly swallowed, then began bobbing her head up and down, taking more and more of him into her mouth and throat. "That's it, Sunset..." sighed Shining. "You're such a good girl..."

Though she was only able to manage almost half of it, after his praise she was then determined to work with what she had! She went to her knees and gripped his cock with both hands, sucking and slurping on the part in her mouth and stroking the rest, until her spit ran down and covered it and dripped off his balls, getting them wet and glistening in the firelight. She moaned as her own orgasm approached due to his dick hitting the erogenous zone in the back of her throat over and over again, so she sped up her pace. She squeezed her knees together once she came a few moments later and closed her eyes, still sucking and slurping. Panting, she stopped only long enough to whisper, "Cum in my mouth, my Prince..." then got back to her sexy work.

"Ha...happy to...oblige..." panted Armor, as his hips started to buck and he grabbed her by the head to hold her steady. "Here...it...COMES!" he cried as he bucked himself and hilted his cock in her throat almost to the balls, far more than she'd been able to handle on her own! Her eyes grew wide as she was flooded with cum, over and over, again, again, and yet again, causing her to also climax as she swallowed frantically. How much was there?!

When he finally relaxed and sighed, she pulled off him and felt her stomach. It seemed like she'd swallowed at least a gallon of cum, but she was nowhere near satisfied!

And neither was he!

Seeing he was still erect and throbbing, she climbed up on his lap and positioned her wet, dripping snatch over his beast. Using one hand to hold it steady, she closed her eyes as she pointed it at her most intimate place, then slooowly, ever so slowly, sat down. His thick cock stretched her almost to her limits and she gasped as she was filled, inch by inch, until he was firmly hilted inside her. She gasped again as he suddenly gripped her by the ass and stared up at her.

"Ready for a ride?"

Her heart was beating out of her chest, having never taken on such a monster, but she'd gone too far to back out now!

She took a deep breath, nodded, and whispered, "Fuck me...!"

The Prince smiled. "As you wish." Then without warning, he easily lifted her until she was almost free of his cock, then rammed himself home! Then again! And again! She screamed with pleasure as the brutal fucking continued, her tits and ass jiggling and bouncing with each thrust! The sounds of their hips meeting filled the room, along with her cries and his grunts, as he built up a rhythm.

Her first orgasm hit her like a train, causing her eyes to roll back in her head and her tongue to loll out. She was barely coherent as she cried out, "More! Oh GODDESS, MORE!!" She screamed all the louder as her second climax came, while Armor showed no sign of slowing down. She fell forward onto his face and grabbed his head, locking her mouth around his as she furiously drove her tongue down his throat.

Suddenly, he flipped her over onto her back and started ramming her down into the mattress. She wrapped her arms around his neck, spread her legs, and completely surrendered to his domination. Then Armor took her by the wrists, pinned them to the bed, raised himself up to give himself more leverage, and increased his power! When her third orgasm hit, her mind went blank, and she was beyond screaming. Her mouth was frozen in an 'O' and her eyes were completely rolled up as she was brought to a level of pleasure she'd never felt before!

And it was far from over.

With a mighty cry, The Prince buried himself in her willing cunt and unleashed a flood of thick, virile seed into her innermost depths. She wrapped her legs around his waist and shook her head from side to side, riding out yet another fierce climax. This time she gushed marecum all over his dick as she bucked and heaved her hips, trying to keep him as deep as he could go. She arched her back and found her voice at last, screaming once more as he shot load after hot load inside her.

Finally, after what seemed like an eternity, they both relaxed, he on top of her, she completely limp, the two of them panting. After a few minutes, he pulled out of her and sat back on his knees. She wearily opened her eyes and looked down at him, then her eyes grew wide and her pupils shrank to pinpricks.

He. Was. Still. Erect!

Her only warning was the Prince smiling once more and saying, "There's one place we haven't had fun with yet..."

...eeep...

As if she was weightless, she suddenly found herself being picked up and thrown on her stomach. He pulled her to her knees, then spread her ass and lined his slick, wet cock up with her tight ponut. She looked over her shoulder at him, her eyes wide. "I...I've never done this before!"

He paused. "You've never had a dick in your ass?" She shook her head. "Then I'll be gentle." Spreading a cheek with one hand, he positioned his cock right at her hole, then slowly pushed forward. She tensed up and moaned. "Relax, relax...there's no hurry." He took his time inserting himself, until he was halfway in, then stopped. "How does that feel?"

She was panting but managed to say, "It...it hurts a little, but...I like it..." She turned and looked over her shoulder at him. "Give me more..."

He smiled. "All right." He kept going, again taking his time until he was fully hilted. "Let me know when you're ready."

She put her head down and flexed her ass muscles, getting used to the feel of a meaty cock in her ass for the first time, trying to slow her breathing. While it did hurt at first, that was quickly giving way to a feeling of pleasure she'd never felt before. Keeping her head down, she whispered, "Go ahead, but please be gentle..." With that, he placed his hands on her hips, slowly pulled back until he was almost out, then just as slowly pushed back in. This he kept up for several minutes until a pleasurable moan escaped her lips. "Faster..."

"What did you say?"

She looked back at him. "I said, 'faster!'" He sped up slightly, as her moans increased. She put her face down on the bed, grabbed her own ass cheeks and held them apart, and arched her back. "Ah! Ah! Ah! That's it! It's starting to feel really good!"

Armor sped up even more. "You...like...a...cock...in...your...ass?" he panted.

"I LOVE A COCK IN MY ASS!" she screamed. "Give it to me!!"

"Whatever you say!" This time, he held nothing back! Once again, the slap-slap-slap of their hips meeting filled the room, while her cries of pleasure mounted. Once again, her eyes rolled up in her head and her tongue lolled out as she drooled all over the mattress, her entire body being shaken by the male's mighty thrusts. Her ass jiggled and bounced with each pump as any and all pain was forgotten! This may have been her first time enjoying anal sex, but by Celestia, it wouldn't be her last!

She was soon rocked with mini-orgasms, one right after another, that she could feel were building up into one greater than any she'd never before experienced! When he cried, "I'm cumming, Sunset! I'm going to cum in your ass!" that DID it! She screamed and came before he did, and when he unleashed his final load deep inside her she raised up and tightened her ass around him, unable to make a sound.

As he finished filling her insides with the last of his seed, he relaxed and fell on top of her. She and he were both panting, but she turned and looked at him with a new fire in her eyes.

"Let's keep going!"

"Did you enjoy yourself?" asked Cadence. It was the following morning, as she and Sunset were having breakfast on one of the balconies.

Sunset smiled up at her as she rubbed her belly, where she imagined she could already feel the new foal stirring to life inside her.

"VERY much so!"