It was not just being slightly overdressed for even a springtime evening that made Sunset Shimmer feel hot under the collar. It was the anticipation.

Two and half years ago she'd almost won a battle and lost the war. With the power of the Element of Magic on her head and the demon-like form it granted her, she'd defeated Twilight Sparkle and the five counterparts of the other Elements of Harmony, but the Alicorn-turned-Human had desperately tried to seal the portal below the horse statue at Canterlot High. The damage she inflicted was not serious, but it had been enough to ensure Sunset could not swoop through and get her revenge, for the time it was open passed by the time she managed to repair it.

But tonight was the thirtieth moon. Tonight, the portal would reopen. And she would finally get to conquer Equestria. She and seven other figures stood before the statue, now no longer in front of Canterlot High, but at the front of her palace, built over the school. Behind her, on the vast parade ground that had replaced much of the city, stood her waiting army.

With so much time to wait, she decided to get some practice in with the whole conquest thing. And while the humans without magic were rather pitiful, so easily brainwashed, she'd had some fun doing it. And in the process scores of the stupid hairless apes had bowed to her without any need to scramble their monkey brains to ensure loyalty, most of them even more fawning and submissive than Snips and Snails. She had a force that could easily sweep over Equestria, especially given how cowardly and pacifist most Ponies truly were....

Step one however, was ensuring she could secure the other side, and brute force would likely make things too complicated. She and her six most brainwashed and powerful guards would serve as the vanguard to take the Crystal Empire. The human versions of Applejack, Fluttershy, Pinkie Pie, Rainbow Dash, Rarity, and Twilight's own human counterpart, simply to taunt the pony further by taking the totally innocent human and rendering her just another of her slave soldiers. All six brainwashed and granted a tiny fraction of power to assume demonic forms of their own. They wore a parody of Celestia's guard armour, spiked and reddish-gold bearing Sunset's cutie mark on the breastplate rather than a blue star, and their helmet plumes individually coloured to match the wearer's counterpart fur colour in Equestria.

Despite their demonic forms, Sunset knew that the cold of the Empire's outdoors could be distracting, and that trying to use their magic to keep themselves warm would be a waste, even with a brief initial fight planned. So, she and her seven guards had a little extra clothing on. She wore an improved form of her fiery dress, longer sleeves, a fur collar, and leggings below her skirt. The guards wore leggings and long sleeved shirts under their armour.

And then the seventh form. Not so much standing out, as kneeling. Unlike Sunset and her guards, this wretched figure sat naked except for shackles on her wrists and a collar around her neck - the same collar once worn by her 'faithful assistant', the former dragon called Spike.

Sunset fixed her gaze on the shivering nude form of Twilight Sparkle, her pet that she'd only slightly brainwashed to make sure there would be no resistance. But the rest of her subservience came from the fact the Princess was totally broken.

"Pet! We have but a few more moments left! Tell me my wonderful plan!" Sunset demanded.

"W-Well, My Mistress, when the portal opens, you and your bodyguards will con...conquer the Crystal Empire, and... and enslave Cadence and Sh...Shining Armor when you get there," Twilight stammered, still aware enough to feel fear at the threat to her sister in law and brother, as well as Equestria as a whole.

But of course, still obedient and ready to obey even as tears formed in her eyes.

"Yes, very good, the very cold Crystal Empire! Where as a show of my benevolence I will allow you to become a pony once more, to have fur instead of me wasting some magic to keep you that silly hairless human body you've been stuck with. What do you say to that?"

"T...Thank you, my Mistress, you're too kind," the defeated Princess grovelled.

"Indeed I am. But the plan! Continue regaling it's perfection to me."

Twilight continued, Sunset savouring it as her pet explained the downfall of her homeland.

"After... After the Empire is secure, you will widen the portal and bring forth your human armies, letting them adjust to their Pony transformations, and then march on Canterlot. Where you... where you'll make Celestia and Luna bow to you and become ruler of two worlds."

"Correct, pet! And how long do we have?"

Twilight looked to the night sky, and with a nervous gulp, answered.

"Less than a minute, my mistress...."

Sunset grinned, and turned to face her massed forces.

"The time is upon us, my loyal subjects! I shall take the first steps, and within the hour, I shall send for you. And Equestria shall fall!"

The human pawns cheered their Queen, as the clock ticked down, and the portal's opening grew ever closer....

***

Returning to Equestria was something of an assault on the senses, but Sunset's power helped her be ready for it, and helped ease the former humans of her guard into it. Feet becoming hooves. The return of fur all over the body. Superior senses of hearing, scent, and altered perceptions of taste and sight. Then of course, the sensation of Equestrian magic filtering back, not just her empowerment from her capture of the Element of Magic. She heard Twilight yelp and complain as her own body was unprepared for the shift, and as the light faded from the swirling transition... Sunset realised something was wrong.

This was not a chilly room in the Crystal Empire. This was a baking hot place, that felt like it made the inside of an oven seem cool in comparison. She had expected a few lamps or maybe moonlight, not a blazing sun through a skylight above. And she definitely did not expect to be facing familiar double doors about fifty yards in front of her.

She felt herself rapidly sweating, fur growing damp from the heat (and certainly not from any fear about what would lie on the other side of those doors, far too soon...). Burying the trepidation under a mountain of denial, she turned in rage to her pet, the dizzy Alicorn struggling into her proper place on her knees.

"Pet! You told me the mirror was in the Crystal Empire now! That it was early spring in Equestria too! Yet here we are, in a baking hot Canterlot and it's daytime! Why?!" She demanded.

Twilight cowered pitfully under her gaze. Even though the wretched Pet was better 'dressed' for this temperature, the purple fur was darkening as sweat built up even on her, the heat and her fear making her start to look like she had been swimming recently.

"I... I don't know, my mistress," Twilight said feebly, making Sunset growl.

She studied her other companions, even with their minds forced to stand stoic and ready to guard their mistress, they too sweltered, the six human-thralls-turned-ponies likely soaking beneath their armour, the fur of their brows already dampened with sweat.

"Fine, we'll deal with this mistake later. It just means we have to skip ahead quite a bit!"

But before Sunset could order one of her guards to summon the rest of her forces, the doors behind her opened, and before she could even spin around to face them, she felt herself unable to move, powerful magic washing over her and her party. It even locked over the mirror, a powerful shield that blocked any use of the magical portal. A harsh, warm orange glow....

"Perhaps I can answer in her stead?" A new voice interjected, and Sunset found her paralysed body spinning on the spot even as she tried to struggle against the magic holding her stiff.

And she saw before her, a white towering Alicorn standing in the doorway, nearly twice her height. A red armoured chest piece that barely held an ample bosom back. A toned bare stomach. Blazing mane and tail of fire that seemed to burn white hot. Golden rebraces and bracers on powerful looking arms. A short semi-armoured skirt with cuts over hung over wide hips and halfway up the thighs long, muscular yet feminine legs, leading to hooves with golden slippers. And visible on those hips, a cutie mark Sunset knew well even with the surrounding orange flame around the sun.

"...Celestia?" She said in surprise, making the towering figure... giggle?

"Not quite, my former pupil. Celestia was the pitiful thing I used to be, now? I am Daybreaker. Better, prettier, and far more powerful. This is my land, my world. And this is my eternal day. So, I'm rather afraid you've had a wasted trip. The Equestria you wanted to conquer already fell. To me, the Empress and Ruler of All Equestria and Beyond!" the corrupted Alicorn boasted.

Daybreaker walked towards the eight figures frozen in her power, horn blazing bright and hooves echoing off the floor. Sunset felt the temperature around her rising even more as what had been Celestia neared, fur now certainly soaking with sweat.

"To answer your first question though. I moved the mirror here. I've been keeping an eye on what you were doing for some time. So, welcome back, my little pony, and thank you for bringing back the other absent pony. You even brought me some humans!"

Daybreaker padded closer, running her fingers across Sunset's face, and the empowered ruler of the human world found she couldn't even flinch or shiver at the action, held firmly stiff by the more powerful being before her in spite of her resistance. Her touch felt blazing hot.

"You can stop struggling, by the way. I'm barely even noticing it, because the truth is, Sunset, I am far more powerful than you could even dream of. Not that we do much dreaming here in Equestria any more, but I digress. You possibly have nothing to fear from me. I just want to have a little chat is all... but before we get started, I have to thank you for one last thing. You were the spark that ignited the flame, that finally let me free."

"What do you mean?" Sunset said.

"You beat Twilight, and trapped her in the Human World. Or, well, she trapped herself to slow you down, I suppose. But Celestia tried to look through the mirror, see what had happened to her faithful student. She poured so much effort, so much magical research into trying to just see through for over a year, desperate to find out what happened. She saw your conquest nearing the end, saw Twilight as your pet, saw all you had done, and, well... she saw red. And that's where I came in."

"And... you conquered this world after that?" Sunset said, trying to draw her own magic to resist again...

...but Daybreaker seemed to effortlessly overpower the attempt to the point the white-hot Alicorn didn't even bother acknowledging it, just continuing to speak.

"Yes. Much faster than you, by the way. You took another couple months to get the last resistance defeated, but I did it pretty much in the span of one day!" Daybreaker laughed.

"...Get it, because I froze the sun in place? It's an eternal day? But no, it was maybe closer to about four weeks if that term meant anything any more. Started with Luna and Cadence, made sure they were defeated and their powers added to mine. Actually, maybe I should do some show and tell! Come with me to my throne room! Oh, and not sorry about the heat. I like it this way. Sweaty ponies are such a delight...."

And with another wave of heat, Sunset and her guards were teleported to right in front of Daybreaker's throne, which to her surprise, now sat before a wide window, the blazing sun above and the ocean visible through a massive window. The throne sat before a vast window, overlooking the ocean, the sun's eternal noon in line with it.

And flanking that throne, two nude Alicorns. One dark blue on the right, one pink on the left. Luna and Cadence stood there, utterly motionless, atop golden circular pedestals with Celestia... Daybreaker's cutie mark carved in them. The other two Alicorns were living statues, held in place, sweat pouring from their rigid forms and their eyes staring forward blankly. From between their legs, though, their slick vaginas seemed to drip with a slightly thicker fluid, a line of the grool plopping down from Cadence as Sunset looked her over.

Lined up at the walls, many royal guards. Except they now wore very different uniforms from the armour Sunset had tried to parody. Each of them now stood naked except for a choker bearing the slightly altered cutie mark of Daybreaker.

And a little primal part of Sunset looked upon these nude ponies, these handsome muscular mares and stallions. Breasts and chests glistening in sweat. Powerful legs. Strong arms. And their nethers... sweaty vaginas were alluring enough, but the stallions, every one of them stood saluting, so to speak. Hard members at least a foot long for the least well-endowed. It had been so long since Sunset had seen a real cock, not those tiny little flaccid worms human males had....

"So, what do you think?" Daybreaker spoke, shaking away the lusty thoughts and reminding Sunset that she was currently at the mercy of the insanely overpowered corrupted Alicorn.

"What is all this?" She managed to ask.

"Oh, I remodelled the place a bit. I wanted a beachfront property for eternal summer, so I moved it to the Daybreaker Sea - oh, you'd have called it the Celestial Sea before, I suppose? Faced it north, to match the noon, and have myself a nice little invitation only private beach. Sadly, Fillydelphia was over there on the left before about thirty miles away, somewhat spoiled the view, but demolishing it and grinding it to sand made my beach bigger!"

"I'm sure Baltimare was delighted by that, but I mean, the throne, the other Alicorns...." Sunset clarified.

"Oh, my former Sister and Niece? Those pedestals they stand upon are drawing their power into me as well as using a powerful magic to force them into stillness while keeping them alive, trophies of my conquest. It takes bravery to defy me, so I ensure those who do, will have that acknowledged forever, entranced and preserved by my mercy, a little magic keeping them fully hydrated to make them produce all that lovely sweat and other sweet juices. But it also takes foolishness to get in my way. So I acknowledge that too, as well as make sure any others wanting to be courageous or stupid know the price. Eternal display, naked, and forever on edge. Why, in Ponyville there are five more kneeling like this! But there should be six..."

Daybreaker looked over the invaders from the human world, fiery eyes looking with delight at Twilight Sparkle, sweat pouring from the nude purple former princess. Had she not been held rigid by the Empress of Equestria's power, she would likely be trembling in terror.

"Alas, she seems to have been claimed as your pet. Now, I could just take her from you. Maybe even take your human pawns there as a spare set? But that would be most rude. After all, as I said, I have you to thank for my current wonderful status. You drove Celestia to the brink. So, Sunset, while I could just crush you like an insect and be done with it, I feel most thankful to you. And so, I instead have an offer for you, if you wish to hear it?"

"...Alright," Sunset decided quickly, even as she ground her teeth at the fact things had gone so far away from what she had dreamed of.

"Excellent! You always were a smart one. Let's take this to my beach, shall we?"

And with a bright flash and a wave of heat, Sunset and Daybreaker teleported away.

***

If anything, the beach was warmer, and Sunset truly regretted dressing for the Crystal Empire. The two were alone here, the palace off in the distance, and the air filled with the scent of salt and

"Oh, yes, the whole wrongly dressed thing. Shall I fix that?" Daybreaker offered, a wave of flame passing over the Empress as her attire shifted from the regal armour to an orange bikini.

But what had Sunset surprised was not the magical shift in clothes. More the fact that Daybreaker's bikini bottom had quite a noticeable bulge in it.

"Sunset? Hello? Eyes up here, little pony! Do you want beachwear or not?"

"O-oh, uh... I guess? But what's...."

She was cut off with a wave of warmth that made her yelp in surprise. She stumbled back, realising she was no longer held in Daybreaker's magical grasp. Her clothing was now replaced by a very slinky red bikini, barely covering her private parts... and not really as much of a relief from the heat as she might have hoped, all things considered.

"There we go. Now, back to our conversation... though given where you were looking I guess you may want a quick explanation?"

Daybreaker pulled her own bikini bottom aside, and to Sunset's surprise, possibly the biggest stallion dick she'd ever seen whipped out, a pair of heavy balls dangling below.

"...What?! How'd that even fit below that little bikini botto... oh, magic, right," she realised.

And then blinked.

"Actually, better question, why do you have a penis now? Did you always have one actually?"

Daybreaker giggled again.

"Well, I figured if I was to rule over all Ponykind it was better I represent it all. After all, I may be Empress, and the most beautiful mare on the face of the world, but many of my subjects are stallions! So, I decided to borrow some changeling magic, and give myself the best of both worlds in the genitalia department!"

Daybreaker lifted her gargantuan scrotum aside to reveal that nestling below it, was still a mare's vagina.

"Plus, the fact is, not all ponies are born as simply male and female in sex terms. Natural hermaphrodites exist, so the reality is there's not just two sexes. But this is a bit of a sidetrack. As I said, I have an offer for you..."

Daybreaker let her balls loose again, but did not hide her girthy acquired stallionhood back below the bikini bottom.

"...I'm listening," Sunset nodded, eyes still on the prize.

"It's really quite simple. See, the truth is, I'm a little lonely at times. And of all the creatures in existence, you're the closest to a true equal I have. A massive gap between us of course. But anything else is just so different. Discord? He's literal chaos. Too bothersome to deal with, so I have him back on his pedestal in Canterlot, draining his powers. Dragon Lord Torch? Nowhere close to you, actually. Queen Chrysalis? Pitiful. I mean, useful for the powers of her species and all, but no. Besides, none of them are really worthy of giving me occasional mutual fun..."

Sunset had a realisation, even as she kept her eyes locked on the (juicy big delightful meaty musky) member between Daybreaker's legs.

"....Hang on, are you coming onto me?"

"...Duh?" Daybreaker winked.

"You're not gonna do the whole 'bow before me weakling and suck my cock' thing or whatever?"

"Not unless you're into that. Are you?"

"I might be," Sunset muttered, then shook her head.

"Ahem, uh... Back to the point! You're just... wanting a friend with benefits?"

"Pretty much! And as I have said, you-"

"-Helped you become the perfect form you are now, yeah, yeah...."

"And there's that as well! You can actually snark back. Every other pony just begs or fawns or cowers at me. You're as close to my intellectual level as anything can get!"

"But presumably there's still a very large gap?"

Daybreaker winked again.

"Not that large. You are quite a clever little pony, you were Celesia's pupil once. And you were smart enough to conquer a world. You even guessed right that dogs wouldn't become dragons and abandoned the plan quickly enough!"

Sunset felt the warmth of embarrassment now.

"Ah, right, you... you were able to watch through the mirror, weren't you? Celestia had done something to it after all, I guess you just kept watching?"

"Of course! And you're smart enough to be referring to Celestia as someone else. Some ponies keep forgetting that even after all this time since I conquered them. You learned it right away. And you were smart enough to know you're outclassed. So, cutting to the chase at long last, my offer. I will let you keep the human world you conquered. I'll let you keep your human slaves. But when it comes to Twilight, this is my offer. She was your trophy, but trophies can change hands in contests. So I propose we have ourselves a little contest every two and a half years when the portal is open. Winner keeps Twilight!"

Sunset looked at Daybreaker's eyes for the first time in the whole conversation.

"...What kind of contest? I mean, you say you overpower me so it's not like we can have a magical duel."

Daybreaker grinned.

"Well, it is something of a duel. A set of races, even. First to cum loses the round, we have, oh, three " The sun-powered being purred.

Sunset looked back down to the wavy massive stallionpart Daybreaker had given to herself. It looked like it could break her in two....

"...I think you overpower me there as well, though," she admitted.

"Right now, yes. But here's the thing. I don't mean as a mare. I mean, how stallions cum. Make me shoot like a hose, you win. I milk you, you lose."

Sunset blinked, and looked at her (very much) mare lowers.

"...Oh, you're gonna give me a cock as well?" She realised.

(Wait, would she be flexible enough to bend down and suck it off herself? Maybe she could just put her hands or horn to good use...)

"Yup!" Daybreaker grinned, and to Sunset's surprise, another warm blast of flame washed over her.

And where had once been the tightly clinging fabric of the skimpy bikini bottom, now sat a massive sheathed cock above balls, rapidly poking free as the new appendage caught up to how horny its new owner was.

Sunset had the most rational response possible. She moaned in delight as the new sensation of her sensitive cock hit her, so hard she almost lost there and then.

But she overpowered it. Managed to get control of the new addition. It felt like running a marathon, but after a few seconds that felt like an eternity she managed to stop her new balls letting lose, fighting the orgasm down.

Daybreaker was well aware of her struggle, and had watched in amused delight.

"Quite a powerful thing isn't it? When I gave myself mine, it was breathtaking. And the first time I actually came with it, wow. It made my vagina squirm as well. Imagine it, basically two orgasms at once. Well, in a moment maybe you won't have to. But it gets better..."

"It does?" Sunset gasped, as she carefully freed the straining new cock from the bikini bottom, letting it into the warm beach air.

(And shivering as she accidentally rubbed the sensitive and already slick head, feeling her vagina below her new scrote twitching in delight as well)

"Oh yes. Little pop quiz on stallion anatomy. How can you make them cum without touching their cocks?"

"The prostate?" Sunset realised.

Daybreaker nodded.

"Indeed, the so-called male G-Spot. Makes an anal orgasm a little bit easier. And with your more demonic looks, I wonder, how long is that tongue of yours?"

Sunset was confused for a second until Daybreaker turned, lifted her tail, and with a flash made her nearly pointless bikini vanish. Before her now lay the spread cheeks of Daybreaker, letting Sunset see everything. The glistening vagina that lay between balls, and a plump ponut.

"We have it all down there now, Sunset. Male and female parts. Quite a squeeze but it's magic after all, it just works."

Sunset nodded as Daybreaker looked back at her.

"Okay then, so... what's the rules for this? How do we do the contest?"

Daybreaker turned back around, making Sunset almost whine in dismay now the lovely triple sight was gone. But with the Empress facing her, she now had full view of Daybreaker's delightful dick, plus her beautiful bountiful breasts on full display, her top having been discarded alongside the bottom.

"I'm thinking a few rounds. Five minutes to make the other one cum in each. If you do lose well, I have a little spell that'll get your stallion bits back ready to go a lot faster. They're a lot slower to recover..."

"The refractory period," Sunset nodded.

"Indeed. Let's make it, three rounds of a turn each. One with the cock, one with the vagina, and one with the anus. And since it's possible we might be tied, we'll come up with a tiebreaker if we need it. How do you want to do it?"

Sunset considered.

"Handjobs, analingus, and regular old cock in the pussy for the last round."

"Hmm, added risk in the last one too, you're trying to make me cum while holding back yourself. I like it. And analingus? My, aren't you adventurous? Good thing I am too, right? Oh, and of course, we're both completely clean there. Well, apart from all that lovely sweat...." Daybreaker growled flirtily.

Sunset grinned, and then realised something.

"Wait, uh, I kinda had an army? And my six guards... and Twilight?"

"Oh, them. Fine, how about you go send those six home, tell the humans something about a peace treaty or whatever, then I bring you back. We can make Twilight watch and see who wins her."

"Yeah, okay, I'm fine with that. But, uh, maybe make me look normal to go tell my subjects the change in plans?"

"Oh, it's quite simple to undo yourself, and here are your clothes to redress..." Daybreaker said, and with a flash the garments reappeared, floating in the magic of the Empress.

Except for the pink panties that floated out of the mass, still damp with sweat and more.

"Though to teach you how to switch between regular mare and your lovely new self, I'd like these as payment?"

Sunset shrugged.

"Sure, why not? I rule a planet, I can replace them easy enough."

"Great!" Daybreaker grinned, and teleported Sunset back to spread the word to her people.

***

A short while later, with everything else resolved, Sunset and Daybreaker were back on the beach, Sunset now naked and re-endowed after her temporary return home, with a kneeling Twilight watching on and ordered to stay still and speak only when spoken to. And she obeyed, her eyes all that moved, flickering across the two sexy forms before her, the downtrodden former Princess unable to look away even if she had wanted to.

"...I'm just letting you know by the way, that's not my brainwashing thing. I think she's really never seen much like this before," Sunset told Daybreaker.

"Not surprised. She was always quite an introvert. I doubt she ever had much time to pursue sexual fun even in Ponyville, at best books and porn. Are you still a virgin, Twilight?"

The kneeling grand prize seemed hesitant to answer, looking at Sunset.

"Answer her. After all, if I lose, she'll be your owner for the next two and a half years."

Twilight shivered. She'd spent the time as Sunset and Daybreaker negotiated staring at Luna and Cadence, locked in place by the Empress's magical grasp. The two other Alicorns had been like leaky taps the whole time.

"I... I did experiment with a mare, but I've never had a stallion, though I did look at a lot of porn and textbooks," she confessed.

"Huh, well, I guess I underestimated you. Also a little surprised you actually separated the two reading materials. Though since you said experiment no doubt you made it as nerdy as possible for the poor other mare," Daybreaker taunted, making Twilight bow her head in dismay at the harsh words from what her former teacher had become.

"By the way, the whole on edge and dripping away thing, do stallions on your gold plate things do that?" Sunset wondered.

"Everything does, my little opponent. Everything. Minotaur, Dragon, Zebra, Griffon, Diamond Dog. Those who defy me are all locked in my warmth and dripping away. But there's one stallion especially back in the Crystal Empire there to remind them of the price of defiance. Separated from his wife, no less...."

Twilight whimpered as she connected the dots, but Sunset simply shrugged. She didn't care about the fate of Cadence's boy toy and her pet's brother, there was a contest to win.

"Let's get started with this, shall we, Daybreaker?"

"Certainly! Round one.... Handjobs! As the guest, you get to try and get me off first, but of course, no magical assistance. It's all your hands here... and your tongue later... and then your cock if we make it that far," Daybreaker grinned, putting her hands on her shapely hips and letting her proud extra appendage stand at full attention.

And with another flash, a small clock appeared, set to count down five minutes.

"If the alarm goes before I do? You lose," Daybreaker reminded, and Sunset nodded.

"Yeah, that's not happening," Sunset said confidently, and knelt down to have a closer reach to Daybreaker's cock....

....And inwardly felt her confidence waver as the scale of the problem got up close. Slick with sweat and a little precum at the head, wafting a musky scent that ripped past her nostrils and made a beeline for her loins, she felt slightly intoxicated on top of intimidated. Especially as she reached her hands towards it, and realised her comparatively petite fingers might struggle to even wrap around the thick, throbbing Stallion/Marecock. Good thing she had two hands.

"At least I said hand and not blow as an idea, no way would this fit in my mouth," she accidentally thought aloud.

"Not with that attitude you won't. So, are you going to start or are you trying some kind of eyejob technique?" Daybreaker teased, and started the clock.

Sunset grasped Daybreaker's member, both hands only just managing to get around it. She began her work, massaging the mass between her mitts. The gargantuan girldick felt so very hot, and so very slick with dampness as Daybreaker's precum and sweat mixed with the moisture of Sunset's palms

"Hmm, you only have five minutes and you're going slow? Don't be that gentle with it!"

Sunset ignored Daybreaker's efforts to throw off her rhythm, but did decide to humour her last remark. She heard an almost-stifled little gasp of delight from the taller mare as she increased her grip, just a little pressure off trying to strangle it. Hands sliding and squeezing down the mass, Daybreaker was struggling now, she was sure. Every time her hands slid over the ring and neared the slick head, it felt like she was bringing Daybreaker closer and closer....

She breathed in the scent as well, drinking it up and letting her warm expulsion wash over the cock. She resisted the urge to use her tongue on the inviting and thickening amounts of precum, sure that Daybreaker would call foul for moving beyond a handjob. She felt the muscles between her hands twitching and throbbing, saw the plump balls seem to tighten up a little. Sunset was so close to victory....

....the ringing bell of the alarm clock shocked her, the realisation she'd lost making her pause. And in her stupor, she knelt there as Daybreaker gave a moan and the dick in her hands became a hose spraying thick musky white semen all over the demonic-looking former Unicorn. The first blast across her muzzle awoke her from that stupor but threw her into a different one, staring as she was given a sticky warm shower of ejaculate.

"Aaah...Ah, so close, Sunset... But the alarm went off before I did!" Daybreaker moaned.

"Buh... You came though! There's jizz everywhere and... And I was a second or two too late!" Sunset said in dismay, mouth wide in surprise still.

Just as the last rope of Daybreaker's jizz let loose, right into that open orifice. Sunset's eyes widened as salty warm goo splattered onto her tongue, making her swallow in surprise.

"At least you got a little drink out of it," Daybreaker said with laboured breath, as Sunset blinked.

She looked down, feeling her face coated with the pungent stallionjuice-via-mare. Her breasts and legs too were coated too in gooey musky strands. Daybreaker stood back, sliding her now shrinking cock out of Sunset's hands, and looking over the cumbath she'd delivered.

"Good idea for being on the beach, you know, all that sun cream!" She taunted.

Trying to salvage things a little from her loss, Sunset looked up at the flushed post-orgasmic Alicorn, stared her dead in her firey eyes, as she scooped up some of the still warm spunk coating her fur, and licked it off her fingers.

"...Oh, I might not need a spell to start getting hard again, honestly!" Daybreaker growled.

After Sunset cleaned up a little more, she was ready for Daybreaker's attempt.

"So... This is all new to you, Sunset. I'm thinking you won't quite know how to handle having a cock myself. What do you think, Twilight?"

Sunset looked over at the kneeling mare sitting by the clock in submission... who was staring wide eyed and biting her lip as she watched the two powerful beings before her play their game.

"Ihwha... uh, um... I... don't know," She eventually stammered, her cheeks red below her purple sweat-streaked fur.

"Hey, she's the prize, not the participant," Sunset reminded with a wink, and waved her newly gifted penis to underline the statement.

Daybreaker smirked, and knelt down, far, far down, to reach the much shorter mare's crotch level.

"I'll have to make this quick, I may be beautiful and perfect in every way but kneeling down to your short level makes my back hurt," Daybreaker taunted, taking just one of her much larger hands and hovering over Sunset's dick.

And then she started, clock active and cock grasped. Sunset bit her lip to stifle the sudden burst of delight that hit her like a truck.

"Mmmph... Oh, t-that's all?" She tried to banter.

"I'm going gentle.... For now," Daybreaker purred, and then, as each second passed, her grip grew a little stronger and her movement a little faster.

Sunset found herself facing a tortuous battle. She felt the boiling and rising sensations that matched a vaginal orgasm building already, but the unfamiliar male anatomy took a bit more effort to try and stave off her release. She felt like maybe she was getting the hang of it even as Daybreaker's ever-rising intensity began battering down the wall she was trying to build.

Erogenous sensitivity under siege, she tried and tried to hold the line.... But a whimper and a gasp heralded an oncoming failure. How long had it been? Was the clock about to ring? Could she hold a few more seconds and....

"Ah-AAAH!" She cried out, feeling warmth surging down her new urethral tube, as her vagina nestling below her gifted balls began to contract and squeeze against nothing.

Marejuices dripping from her legs, and stallion fluids surging out of her cock, Sunset's eyes rolled back in her head as both sets of genitals orgasmed. And then she let out a louder moan as warm, wet sensation began wrapping just around her flaring head, sucking down every drop.

She looked down, and Daybreaker's sultry gaze stared up as she gulped down Sunset's orgasm, like sucking cream from a cake.... A warm, meaty cake that was squirting the cream out by itself...

"Th-That metaphor got weird," Sunset accidentally said aloud. But Daybreaker's only 'comment' was a raised brow as she let the former Unicorn drain herself down the corrupted Alicorn's throat.

Eventually her churning balls seemed to be emptied, and Daybreaker pulled back, a thin string of mixed saliva and semen hanging in the musky beachside air for a moment, as Sunset breathed deeply, unable to ask the question vocally, but her eyes seemed to let it loose.

'What was that at the end?!'

"You seemed to find mine tasty.... So I celebrated my win! And you were rather tasty as well, so warm, salty, and fresh," Daybreaker taunted as Sunset kept gasping from the sensations only just fading away.

"I... I guess you win that turn too," Sunset conceded.

"And the whole round. No draw for you. Unless you can get me cumming with the rimming round, you're drawing at best. But don't worry, there's no shame in letting me clean sweep the first four. We can play the last round, let you try for consolation. Or six-nil for me, more likely."

As Daybreaker spoke, the recovery spell washed over Sunset, making her post-orgasmic glow wash back into hornyness, ready to go again, softening cock reverting back to solid almost right away.

Something gave a moan nearby, but nether of the two players gave Twilight much heed as the obedient pet held herself still as ordered even as her loins screamed for her do to something to work against how horny she was.

"But now...." Daybreaker said, turning around and raising her large, fiery rump in the air, erect cock dangling down as her tail ascended, revealing her slick sweat-coated ponut.

"Now... I start the comeback!" Sunset said with confidence, kneeling and placing her hands onto Daybreaker's plump, warm, and soft flanks.

"And.... go," Daybreaker said, starting the clock. And gasping in surprise.

Sunset grinned as she began her assault on Daybreaker's rear entrance. Her demonic altered tongue was far longer than Daybreaker seemed to anticipate, and the reality was, Sunset had some experience with this alternative form of oral sex.

"Oh... Oh my sun!"

Sunset kept up her efforts at all costs. She was starting to get short of breath, keeping her lips and tongue working away. Even as she grew light headed, determination kept her going. Daybreaker tried and failed to hide the pleasure being inflicted on her. Sunset could smell the scents of pussy juice and precum intensify as the Alicorn's vagina and cock were stimulated in collateral delight.

And then, Daybreaker broke. A throaty moan tearing out as orgasm washed over her, and just a few seconds later, the clock signalled time up. Sunset had tongued out her first point at the very last chance.

"On.. On the edge of victory..." She moaned as her cock sprayed her thick cum on the sands, as her vagina contracted and let loose droplets of pussy juice that dribbled down her balls, and the butthole that Sunset's lips had only just left twitched and squirmed.

"And then you went over the edge," Sunset said, pulling away and breathing heavily what with having been a little starved for air during her efforts.

"Ahhhh.... I underestimated your prowess, it seems.... But what a fun mistake."

As Daybreaker cast her recovery spell, Sunset knelt and presented herself.

"Here we go!"

Sunset managed to hold the moan as large hands grasped her ass, and a thick tongue began entering her backside as the clock began. But she'd learned her lesson from the first round, managing to start holding back pleasure a bit better. On top of that, Daybreaker's tongue was big, but not quite as long or precise as Sunset's more snake-like demonic one.

The clock ticked, Daybreaker assaulted Sunset's rear, trying to make the warm and plump ponut bend to her will... but the ring of the clock signalled that Sunset had caught up, two-two.

"Ah.... I win...." Sunset panted, a little dismayed she didn't cum as Daybreaker pulled back in defeat.

"Yes... you do.... But you also seem to have lost, I mean, you didn't get your second orgasm." The Alicorn frowned, and then grinned.

"Well, I can give you a little prize for your winning the whole phase I guess, and get my own consolation for my loss!"

Sunset yelped as her cock was swiftly grabbed, and to her slight embarrassment, just a few seconds of Daybreaker's lips wrapped around it again had her cumming, the analingus having edged her close, and her sensitive stallion stick deciding it wanted to just let loose instead.

"He-hey!" Sunset protested in vain as she was gulped dry again.

A few moments later though, after spellcasting, it was time for the final game. Either of the players needed to win both to avoid a tiebreaker.

"So... Your dick in my pussy, whatever position you want, but the receiver doesn't give you any help. It's all down to your technique If you cum first you lose the turn. But if I cum first.... Keep going until you do, or the time runs out," Daybreaker winked.

Sunset simply smirked.

"Some of my cream in somewhere other than your mouth? Cumming right up... after you, of course."

With Daybreaker so much larger, she opted to have the Alicorn go face down ass up, lining herself for entry doggy-style... or, er, pony-style.

"At least it's not missionary," Daybreaker gave a mocking yawn, followed by a coo as her slick folds were penetrated and the possible penultimate stage began.

Alas, for Sunset, her inexperience let her confidence down. Though getting the grasp of her new penis (or rather, letting Daybreaker's surprisingly tight pussy grasp it...) she started losing herself a little, leaning more to her own pleasure than trying to make Daybreaker cum. In and out she pistoned, the slap-slap-slap of her now sweat and pussy-juiced balls off the slick lower half of Daybreaker only just as loud as the grunts and moans of pleasure and exertion.

Twilight whimpered and watched, wishing it was her....

In and out, in and out, tick-tock tick-tock.... But Sunset gave a gasp, and then with a dismayed glance at the clock nowhere near five minutes, and her dick unable to hold back...

"Ah...Ah, fuck!" She screamed... just as the vagina her squirting dick was buried to the hilt in began contracting, and the cock above it sprayed all over the sand below once more.

"Too... too fast, Sunset! Fallen at... the final hurdle," Daybreaker celebrated around her moans as she came too, even as her womb was given a warm internal basting.

Sunset's brain was too scrambled from her dismay and delight. She just moaned as she finished off, and fell backwards, cock popping out as her back hit the baking sands.... And then gasping in surprise as her last rope of jizz flew out and up onto her own mouth. Tasting her own cock-cream, she sighed, and simply accepted it. A little fresher yet somehow a smidge colder than Daybreaker's bukkake from earlier, Sunset felt she had a little more of a... sweetness to it? Daybreaker had been more salty.

"Blast it. You get a point then!" Sunset groaned.

"So I do..." Daybreaker said, as her long fingers scooped some of the leaking white liquid leaking from her still twitching hole.

Sunset felt like she could cum again watching as the Empress took her jizz in her mouth like she'd taken some cake batter from the bowl.

"But now, Sunset? It's going to be four-two..."

One spell cast on two post-orgasmic mares, and both were ready to go again.

"As we agreed, any position. And by the way? I remind you, this will be me doing the work."

Sunset was wondering what that meant, when Daybreaker turned her around, grasped under her knees, and then held Sunset's back onto her pillowy mounds. The sensation of the warm and soft boobs against her wings and spine was delightful... but her confusion over what Daybreaker was doing helped her control, ironically, as the Alicorn had started the clock as soon as she began this strange stance.

"Whoa, what's... Are you trying to wrestle me or something?"

"Full nelson..." Twilight softly cooed on the sidelines, ignored by the two she was watching.

The former Princess of Friendship having done quite a lot of study into the type of act playing out right before her, even if her practical application of the subject was extremely limited.

And then the Alicorn's huge cock started to line up, Daybreaker shifting the smaller demon-pony in her grasp to help guide things to the meeting.

"It's somewhat related to a grappling move, yes. And it lets me use your body but my strength," Daybreaker smiled, and started.

Sunset suddenly realised something a fraction of a second before getting instant confirmation: Daybreaker's dick was huge, and she... was quite small in comparison.

She almost screamed out as her comparatively smaller folds were spread aside, pussy juice and precum mixing to lubricate the massive invader as it slid with an almost painful pleasure into her marehood. But Sunset somehow held on.

"You won't last long..." Daybreaker breathed into her ear as her eyes rolled and long tongue lolled out in her stimulated stupor.

And yet... she did. As she was pistoned up and down the meaty warm pillar, she somehow managed to resist the pleasure, even as parts of her insides (mostly between her hips) screamed to just surrender and let the lovely big dick beat her.

But Daybreaker's cocky smile faded as time passed, and with a somewhat anguished moan, she realised... she was losing.

"Oh... Oh, this is... baaad.... No... no, it's...."

Sunset felt Daybreaker stiffen up for a second behind her, and with her back against the chest of the Alicorn, the rumble of her moan spread through her own upper body.

"It's g-good!" Daybreaker screamed, and Sunset's womb was suddenly filled by a torrent of warm thick liquid.

She'd done it! And, uh... Daybreaker had also done it, Sunset realised, as orgasm washed over her as well.

"Th-Thaaat's a draw!" She cried out as her vagina tried to clamp tighter around the cock still pouring forth into her womb, as her own dick began coating her stomach, chest, and face in her victorious orgasm.

Daybreaker just moaned and groaned in delight and defeat, Sunset basking in earning a tie at least, and the chance to still win. Daybreaker's spunk overflowed and began leaking out and overwhelming Sunset's pussy juices. The Alicorn's nether regions became as white as her fur, the thick cum-and-pussy-juice coating her contracting balls.

Eventually, the two sweaty, sandy mares caught their breath. Sliding her cock out, a fountain of cum surging out, Daybreaker managed to speak first.

"Well... that puts us even. I suppose we need to think of a tiebreaker now," Daybreaker mused.

"How about we race? Masturbate, anything goes as long as we keep it to hands still. First to cum head to head loses. Cock, vagina, whatever, as long as it gets you off as fast as possible."

"Sounds good to me!" The Alicorn agreed.

"Alright then... In a minute or two. Let's hold off on the spell?" Sunset suggested.

"Fair enough. At least that was a fun defeat again... and I'll win the next round for sure!"

As they caught breath and then were rejuvenated magically, the two locked eyes.

"...Say, Daybreaker, I just realised, I'm the one who got covered in cum most of the time. How about when I win this round I give you your post-defeat shower?"

"Oh no, my little demon-pony... I'm going to make you look like my cosplayer, white fur from head to toe!"

And as the still kneeling Twilight Sparkle watched, the two began their tiebreaking duel....

"...I was right here, why not use me?" She whined softly.

Author's Note

'll be upfront here, Futa's not really something I'm that into, but I didn't make it a 'will not do' thing when I put my hat in the ring, so hope I pulled it off even with my lack of experience in the fetish. I'll also be the first to confess I maybe went a bit too much with the setup [this is the result after I scrapped a few thousand words written too >_< ] , but perhaps it helped build some Anticipation? Eh, probably not, maybe I should have just skipped to the good part.

Nevertheless, hope this is at least alright despite all that. Any critiques or advice on what you think I could do differently in future is welcome.