The 69th Floor

by Brony-wan-kenobi

Rating: mature
Tags: Horror, Applejack (EqG), Shining Armor, Equestria Girls, Sex, Big Macintosh, Twilight Sparkle (EqG), Porn, Apple Bloom
Length: 11242

On their way to Rarity's Halloween Party, Twilight, Shining Armor, and the Apples find their way to an unescapable place.

Based on the story by Ogden Nash: The Thirteenth Floor

There are some buildings whose superstitious constructors will omit adding a thirteenth floor. However, in the city of Canterlot, it is the sixty-ninth-floor one should be worried about. For those whose love is forbidden can be drawn there to find a surprise waiting for them. Can Twilight Sparkle and her brother Shining Armor escape its clutches? Or will it be Applejack, Big Mac, and Apple Bloom who fall its desires?

Or will it be their own desires that they fall to?

All characters in this work are 18+

Written for Cloptober
Edited by the great Javarod, tips appreciated

Published 2024-10-30 19:20:01 UTC
Last updated 2024-10-30 19:20:01 UTC

Beware the 69th Floor

It was the night of All Hallow’s Eve, more commonly known as Halloween. For the younger, it was a night of dressing up as whoever, or whatever, you desired. Be it a doctor, a Power Ranger, a classic movie monster, a dinosaur, or even one the latest horror movie monster dreamed up by Hollywood, very little was off the table. Alone or in groups, these costumed youths could spend hours moving from decorated home to home, knocking on doors with the promise of sweet treats to soon fill their bags. While this was going on, those who now considered themselves to be too old for this celebrated in their own way. Some just stayed inside, rewatching their favorite horror or Halloween movies. Others continued to dress up as they headed to parties, dancing and laughing the night away.

Yet, those living in Canterlot would soon learn a lesson that many in the world had either forgotten or pushed to the side as nonsense. That this was the night where the barrier between the living and the dead was at its weakest. A night where the restless spirits could enter our world. Some would come, possessing the bodies of the living to gain that warmth and human touch they now longed for. Others returned to their old homes, settling down within its walls to haunt those who dared take up new residence. There were even those who just wanted to see those they had left behind, gaining closure seeing that they were fine. However, along with these came those of darker origins with more sinister plans for the living.

“Alright,” said Twilight Sparkle brightly as she looked up from her phone to the group she was with while gesturing excitedly to the building with her arm. “We’re here.”

This announcement was met with a mix of varied emotions. The first being her brother, Shining Armor. Dressed in khaki pants and a mint green shirt that hid the muscular frame she knew he possessed, the older man looked up at the large building before them with both amusement and a bit of excitement. Applejack, however, looked more annoyed than anything. Dressed in jeans and a red flannel shirt, she looked up at the building while crossing her arms under her D cup breasts while appearing as though the building itself had made a rather rude comment towards her. Then there was Big Mac, the tallest of the group and the hardest to get a read on. Like his sister, he was dressed in jeans as well as a red flannel shirt though he had added on a brown leather vest. If anything, he gave the building a look of disinterest while his face seemed to ask ‘What am I doing here?’.

The most excited of the group was also their youngest. Despite having just turned eighteen, Apple Bloom hadn’t lost her giddiness as she seemed ready to begin jumping up and down in the streets. The last of the Apple siblings was also dressed in jeans though instead of a flannel, button up shirt like her brother and sister, Bloom was wearing a light green blouse with a V-cut along the neckline that showed off a tiny bit of her cleavage. Though, if you ever asked the girl, she would have asked ‘what cleavage?’ while frowning at you. Something that pissed Scootaloo off something fierce as Bloom had a B-cup while the scooter lover had barely an A-cup.

“Ah can’t believe it!” exclaimed Apple Bloom, unable to contain herself any longer. “Mah first adult Halloween Party!”

“Yeah, well don’t be gettin’ your hopes up too high as Rarity is the one throwing together this shindig,” stated Applejack, still frowning at the tall building before her. “Offered to let her use the barn like usual, but no ma’am. She just had ta go all fancy like and book up an entire floor in one of the biggest buildings here in Canterlot. Bet she’s also gonna be havin’ all of those fancy little finger foods that don’t fill you up none.”

“Yep,” stated Mac while nodding his head in agreement.

Seeing this caused Twilight to wince, her own smile fading slightly. But rather than letting this get her down, the purple haired girl approached her country friend with a comforting smile. “Don’t be like that AJ,” said Twilight in a soothing tone. “We’ve barely heard from Rarity in the last couple of years. And when we did, it was all about how stressed she was getting her own designer line to be recognized. Now that she hit it big, she just wants to celebrate with the people who helped her all the way back. Besides, wouldn’t cleaning out the barn for a big get together interrupt your fall harvest?”

“Ah…well,” began Applejack as she began looking away nervously, seeming unable to admit that Twilight had made a good point. In past years, whenever the girls had had a party at the farmhouse, the barn had been the building they had used. However, to make room for everyone and everything, a great deal of clean up had been needed. Hay needed to be removed, apples as well as other equipment had to be stored somewhere safe where the Flim/Flam brothers couldn’t steal it, tables needed to be brought in, and so much more. All this on top of all the work they normally did on top of their normal harvest.

“And don’t forget,” continued Twilight as she moved besides Applejack, wrapping an arm around the other girl’s shoulder. “Rarity made us all costumes to wear tonight. I’m sure she has something really special planned for us.”

At that, AJ smiled a little. “Ah suppose so,” she admitted while Bloom turned to look at Twilight.

“Ah thought you were already in costume,” said the young girl, causing everyone else there to snicker.

Having just left work, Twilight was still dressed as though she were in a lab. The most noticeable thing that stood out was her lab coat where her I.D. hung off one of the pockets. Beneath that was a business style white button up blouse that showed off the curves of her C-cup breasts and a fit body. Not in the same ballpark as Applejack’s or Apple Bloom’s, but Twilight still kept herself fit with just enough belly fat to make her feel soft. Something Sunset Shimmer and Wallflower Blush enjoyed when they invited the nerd for a threesome. Nor did Sonata Dusk whenever the former Siren wanted to ‘thank her’ for giving her a job after her singing career ended due to a toaster incident. Finishing off her outfit was a black skirt that went down to her knees.

Honestly, she couldn’t blame Bloom for thinking like that as several people had said that her costume looked good the moment she stepped out of Sparkle Labs. She would have changed into something more casual had she not just completed her biggest project to date: turning Spike from a dog into a human! Right now, her former pet was asleep in the lab as they went over his vitals. Once she knew he was stable, she’d make the big announcement to everyone! And she didn’t even need weird Equestrian magic to do it!

“Well, regardless, this is going to be a night to remember,” said Shining Armor as he continued to look at the building. “I mean, come on. It’s not every night you get to party in an actual haunted building.” At that, everyone there turned to stare at Shining Armor in surprise to which he returned with a sheepish expression. “What? You guys didn’t know that? This place is pretty famous around the station. In the entire city of Canterlot, more people have gone missing in this place than anywhere else!”

“Come to think about it, I do remember hearing that from Vice Principal Luna once during a lecture on urban legends,” said Twilight as she got into a thinking pose, her gaze shifting up towards that massive seventy-five story building. Though she winced a little as the light from the setting sun was being reflected off the glass. “This building was originally built by Filthy Rich’s father, Stinking Rich, as the crown jewel of his business empire. He had wanted it to be so large that it would tower over the entire city and so that no one could escape its shadow. However, there were issues with its construction.”

“Did anybody die while making it?” asked Big Mac, now sounding a little interested as he too eyed the building.

“No,” replied Twilight. “At least, not that I’m aware of. It had to do more with the architect who refused to put in a specific floor for, er, reasons. Instead, it’s just an empty space even to this day. But the real story began when this place opened its doors for the first time on Halloween. Since then, people would just vanish. But the strange thing is that it would never be a single person. It would always be a pair or a group. Or, at least, that’s how the stories go.”

“They’re not stories,” said Shining Armor. “I’ve been called here several times since I became an officer. Last time, it was a father and his daughter that came here only to vanish without a trace. They even left their car behind. Before that, it was this guy and his secretary. They had been here for a couple of years and then, poof, they were gone.” Shining Armor then gave them a disarming grin. “Of course, not everyone believes it’s haunted. My Captain thinks that they used the stories to run away from Canterlot. Apparently the security in this place is pretty old, so his theory is that they all took advantage of this to sneak out the back and then head somewhere else. Honestly, feels more likely.”

“Or could be some wacky Equestrian magic at play,” groaned Applejack before she turned to look at her purple skinned friend. “Ya remember the last time we found some of that crazy magic back in college?”

Twilight shuddered as a hand reached to the pocket of her lab coat where she kept her old scanning device. Something she had kept on her at all times after that incident. Back in their second year at Canterlot University, magic began to create holes in space and time to a different realm. Only this time it wasn’t to a world full of colorful ponies. It was to a place full of tentacles that bound them by their arms and legs before proceeding to impregnate them. By the time they had been released all seven of them had their stomachs bloated with the thing’s seed and their pussies had been stretched pretty bad. Apparently the portal had been created by a guy who drew that sort of stuff while wondering why he didn’t have any friends.

Though oddly enough, Fluttershy became his biggest fan.

Still, Shining Armor’s superior was probably right. Most of the magical chaos that had dealt with during their younger years had been a recent thing. Just random bits of magic finding people or people finding Equestrian junk that the ponies had thrown into their world. And since that day in college, Twilight had yet to find another magical source. Yes, she had been looking just to avoid another tentacle incident. So in all likelihood, this was just a case of people using the building’s legend as a means to help them run away from the town for whatever reason. And if there was some crazy person living here, Twilight felt confident that their group could take them. Not only were there two people with magic, but Big Mac was pretty strong while Shining Armor was a highly capable police officer.

Seeing as they had wasted enough time, the group entered the building finding themselves within a large marble covered room. On either side were rows of thick pillars that seemed to hold it up, leading towards old fashioned elevators that were situated in the middle of the room. Before that, there was a map showing the layout of the building. As they walked towards it, Twilight noted something strange. Glancing over to either side of her, the nerdy woman could see a number of shops along the walls. Each one of them was separated from the main hall as well as each other by walls of transparent glass. The largest of them was a convenience store that covered most of the left side. Meanwhile, on the right, she could see a candy store (the type which sold those oversized candy bars along with international treats), a computer and smartphone repair store, a souvenir store that sold stuff like Canterlot T-shirts and sweaters, and a few other small shops. What seemed a little chilling was that all of them, without exception, were devoid of people. All the lights were off within those spaces, making them feel more like shadowy boxes.

Why was this strange? Well, considering that the sun was just now setting in the heart of the business center of Canterlot, one would think they would be open just a little bit longer. She could understand stores that don’t see much business shutting down early, like with the souvenir shop, but surely the repair shop or the convenience store would want to be open just a little bit longer for people heading home.

Nervously, Twilight pulled out the magical detection device. When she opened it up, she let out a sigh of relief. Good, no magic around.

Just as Twilight put away the device the elevator opened, revealing that it had an old fashioned elevator operator running it. No doubt that having something like that was another reason Rarity had chosen this venue. However, there was something off with this person.

“Hello there,” cheerfully announced the elevator girl, her yellow eyes flashing at them as she gestured to them. As they approached her, Twilight took in her healthy grey skin that seemed flawless almost to the point where she wanted to touch it. That, along with her long black hair that she could already imagine running her fingers through. Twilight’s gaze was drawn to the girl’s mouth, watching as she licked those inviting lips with her tongue briefly causing a wave of desire to feel both against any part of her body. But what was most noticeable were, well, her breasts. They were so large that they seemed to stretch the fabric of her red uniform shirt with golden tassels, the buttons fighting with everything they had to keep them in.

Glancing around, Twilight could see that she wasn’t the only one being affected by her. Shining Armor and Big Mac weren’t bothering to hide the budges in their pants nor the drool escaping their lips. Applejack was blushing like mad, her thighs pressed together and rubbing against each other without caring who saw her. Even Apple Bloom, who seemed to only ever have eyes for boys, seemed to be affected as well as lustfully stared at the elevator girl’s jugs.

“Are you all going up?” asked the girl, breaking Twilight out of her trance. It was then that Twilight realized that she had been fondling her own breast right in front of the stranger! With red cheeks, she gave an apologetic smile which the girl waved off like this had happened before.

“Yes, we’re heading to a party hosted by Rarity,” said Twilight as she and the other entered the elevator. “The invitation told us to inform you of this and you would take us to the correct floor.” Once they were all inside and the door closed, Twilight caught a whiff of a sweet smell. Most likely the elevator girl’s perfume. As she took it in, Twilight thought she could actually feel the scent moving across her body as her eyes became half lidded. It had to be a trick of light or her imagination as she could see it happening to not just herself but her friends as well. It was like a mostly pink mist with hints of a much darker red that moved up their bodies like tendrils. Spiraling up their legs, the mist split off to move under the waistband of Applejack and Apple Bloom as it headed towards their pussies. Well, if they were feeling the same thing she is. As for Big Mac and Shining Armor, the mist was probably flowing towards their cocks.

Just thinking about that smell wrapping it around her brother’s member brought forth old memories of her darkest, lewdest fantasies. As she felt the mist crawling up her waist, sliding under her skirt, her first masturbatory delight appeared in her mind. Both she and Shining Armor were out in the woods, searching for monsters like they used to using their old O & O book as a reference. Then, once they were far enough out of the way, Shining Armor would drop his pants claiming he had been poisoned and needed her to suck it out. From there they would role play, ending with Twilight being pressed against a tree while her legs wrapped around the waist of her brother as he pounded her pussy.

With her panties becoming drenched and the smell now teasing her nipples, another fantasy reared its head. A newer one she had been having lately. Twilight was nude, making out with an equally nude Moondancer as they caressed and fondled the other sensually for what seemed like hours. Then, wordlessly, she would take Moondancer to the bedroom where Shining Armor was waiting for them. Naked and stroking his member, he would stare at them with intense eyes that roamed over their similarly shapely bodies. Then, Twilight would introduce Moondancer as their long lost sister and that it was time to properly welcome her to the family. No names were used after that, just calling each other sister or brother as they fucked throughout the night only stopping once every inch of the girl’s bodies were coated by their brother’s seed.

Twilight heard a gasp that might have been her own, pressing an open palm against the wall for support as she felt the smell now flowing into her nose like a steady stream as well as wrapping around her ears. But that was dismissed as a brand new fantasy appeared before her. There she was on all fours, naked with Shining Armor penetrating her asshole while she moaned like a whore. Then, the door would open suddenly to reveal Sunset Shimmer, Wallflower, and Sonata who would stare at her in disbelief. Oh God, just imaging it made her pussy clench with excitement! Slowly the others would become horny as well, stripping their clothing off while claiming that Twilight was a freaky whore. Around her they would say such things about her, playing with their pussies, pleasuring each other as they watched the sin before them, or offering their pussies to her mouth.

A giggle snapped Twilight back to reality. Face flushed, she found that she was no longer using the wall for support. In fact, it felt like she hadn’t moved at all as she was still standing perfectly fine. The scent still lingered in the air, but she could not see it nor feel it on her skin. Glancing around at her friends, she could see their faces appearing flushed as well. As for Shining Armor, he seemed unwilling to meet her gaze. In fact, none of the Apple’s seemed to be able to look at each other as well.

“Sure thing,” said the elevator girl, speaking as if none of them had just spaced out. “I know exactly where you want to go! So allow me, Succubus, to take you to the party happening on the 69th floor.” With that, the elevator began to move upwards.

“Wait, that’s impossible,” said Twilight, her mind a little too hazy at the moment. If it weren’t she might have questioned the girl’s name or the fact that her yellow eyes had slits in them. “This building doesn’t have a 69th floor. The architect, she skipped direct from 68 to 70. There’s nothing in-between them as she could bring herself to put anything on that floor.”

“Oh, you’re a smart one,” giggled Succubus as she locked eyes with Twilight. “Normally, you are correct as the floor is normally unseen by human eyes. But once a year it shall appear on this day most auspicious. When desire grows unhidden deep within the heart shall lead you to the path of the 69th floor. Walking hand and hand with the one they desire, no taboo shall be denied. It is a place where your love has a place to bloom without the judging gazes of others, leading to eternal pleasure.” Succubus then let out a moan as she felt herself, her uniform fading as her hands roamed her now nude body. But when she reached for her sex, the elevator stopped causing Succubus to give them a smile that seemed to burn its way into their soul. “We’re higher than 68 but below 70.”

With that, Succubus opened the door leading to the 69th floor.

Before the group was a club of some kind, with a heavy mist covering the entirety of the floor. The walls were shiny and black, with a thin line of pink and neon lights moving along the walls. What was strange was that, close to the elevator door were pillars of glass. Or were they more like tubes as she could see that there was something in them. No, wait, those looked like people! In one tube, she could see the twins she had met back when she went to Canterlot High: Flit and Flitter. The girls were on their knees, completely naked as they pressed their bodies close to the other while sticking out their tongues to caress the other. Around their necks were chokers that had a chain attaching one to the other. Like this they stared, seeming to stare into the others eyes for all eternity. There was another near them, an older man with a long beard and a much younger girl who looked like she could be his eighteen year old daughter. Both were naked with her kissing his chest while her hand reached down to stroke his member. But neither of these could be real, could they?

Glancing further inside, Twilight Sparkle could see a crowd dancing to the music. It was a wild, techno mix that pulsed through the air with the sounds of wolves howling being thrown in randomly on an ever repeating loop. Most of them were dressed in the most provocative manner with some wearing nothing at all. But none of them seemed to care as they moved to the music, their bodies pressing and grinding against each other as a layer of sweat caused their skins to glisten.

“A warning before you step inside,” whispered Succubus as Twilight and the others just stared at the carnal sight before them. “Once you join the party, you can never leave.”

Twilight heard the warning, but it didn’t make sense to her. Her magical detection device hadn’t gone off so…what did that mean? Thinking was getting harder as her clothing seemed to confine her more and more. This had to be Rarity’s party. Or maybe it was someone else’s party? She didn’t know nor did she care as she and Shining Armor stepped into the 69th floor at the same time.

As soon as they did, Twilight suddenly felt more free. Feeling the air against parts of her skin that it shouldn’t, the woman looked down, finding that her outfit had changed. Now she was wearing a plaid skirt that barely covered her unprotected sex along with a skirt that was cut so short that the bottom barely went past her nipple. Said skirt was white and had only one button which could be found right between her mounds. Thankfully the outfit wasn’t so tight that the button looked like it would be coming off at any minute. Glancing over at her brother, she could see that he had changed outfits as well. Now he was wearing his police uniform, only it was unbuttoned allowing her to see the well defined muscles underneath. And instead of pants he had on shorts that still didn’t hide the bulge he had.

Some force caused Twilight’s body to move on its own towards the throng of party goers, hand and hand with Shining Armor. But as she did, she managed to get a good look at the Apple’s to see that they too had their clothing changed. Big Mac was no longer wearing a shirt, just his vest along with jean shorts that went down to his knees. Like Shining Armor, this seemed to put on full display his muscular form which outdid her brother’s. However, the more shocking change was with the Apple girls. Both of them were fully exposed, wearing only black and white cow print stockings along with matching arm warmers that went up to their elbows. Twilight also noticed little cow horns sticking out of the tops of her heads. As the two moved, Twilight could see something swishing behind them that she soon realized were tails. It only took her a moment later to realize that they were being kept in place via butt plugs. There were a few differences between them. For Applejack, somehow she had been given a septum piercing with the ring hanging from her nostril like that of a cow or bull. With Bloom, on her right ear was a large, red apple shaped piercing that reminded the purple skinned woman more of a tag than anything else.

Beyond that, their bodies seemed unblemished. At least, as far as Twilight could recall due to both the haze in her mind as well as it being a while since she had seen either of them naked. AJ still had an impressive muscular body that somehow managed to keep her feminine figure, with wide areolas and tiny nubs that stood erect. Meanwhile, Bloom was still the more petite as she appeared simply more fit than muscular. As for her breasts, they were slightly upturned so that her larger nipples seemed to be saluting all that saw her.

Twilight was then pulled away from staring at the figures of both Apple women by Shining Armor as they entered the dance floor. As they began to dance wildly, Twilight’s ass instantly grinding against the crotch area of Shining’s pants while her arms were raised up high into the air, she had a moment of clarity that something was wrong. Her body was moving on its own! It was like there was some force underneath the skin moving her, violating her sense of bodily autonomy as if she were possessed. Her head whipped around, eyes locking on to Shining to see that he was feeling the same way. His face looked like he was having the time of his life, but his eyes spoke of the fear he was feeling in this moment.

Seeing this, Twilight did her best to fight it. To push with all her free will and use the magic pendent she still wore to help free not just herself but everyone else there. To levitate them to the elevator where they could go back down to safety. But, as she spun around giving the entire crowd a glimpse of her wet pussy, she realized just then that it was gone. Like the rest of her clothes, it had been taken away by the mist.

As the dancing continued, Twilight saw things she hadn’t noticed when she was just looking into the club. A bunch of the dancers had given space for a pair, watching them out of the corner of their eyes as they continued to move to the beat. The reason for this: a girl no older than Apple Bloom had positioned herself so that she had her legs wrapped around her partner’s (probably her twin brother) waist. Both were naked, his cock plunged deep into her cunt as he fucked her there on the floor. The girl’s cries were nearly drowned out by the music, but Twilight could still hear it. With each thrust that seemed timed to the beat, the girl would cry out ‘brother’ as her body, which was leaning back, jerked up and down.

She wasn’t the only one who noticed or heard this. Off to the side were the Apple siblings whose actions were less of a dancer. Big Mac stood there, eyes wide in horror at what he was seeing before him as he wrapped his arms around his younger sisters. Apple Bloom had a mortified look in her eyes despite the fact that her face said that she was loving this. Her body was facing her brother, her hips swaying back and forth while occasionally grinding herself against his leg while wrapping her arms around his waist. Applejack, meanwhile, had her back pressed against Big Mac. She too was swaying her hips as she lowered herself into a squatting position, allowing Mac’s hand to slide from her hips up to her stomach before ending on her breasts, before rising up. While Applejack’s eyes also showed how mortifying this was, there was also a hint of…acceptance? Like maybe she was learning to just go with the flow?

Twilight had no idea how long she danced after that, the sounds of feral growls and the flapping of wings being added to the howls of the techno mix. She could feel her body becoming sweaty as well, glistening with a sheen of sweat as she twirled and grinded her body against her brother’s. Each time she felt her brother’s arm wrap around her waist, spinning them around and exposing her pussy, she felt less inclined to fight the force controlling them. Each time they locked into the others eyes, she wanted to just give in. Even more so when she felt his hands on her ass, squeezing her lower cheeks causing her, the real her, to moan.

Just then, Succubus appeared near them with a smile on her face showing she now had tiny fangs sticking out from her upper lip. The nude woman then produced a small, thin piece of chocolate shaped like a pumpkin from out of nowhere and held it before Shining Armor. All while never taking her eyes off of Twilight. It was as if to say ‘You’re going to love what happens next.’ Turning her eyes to her brother, she watched as he took it with his mouth as he seemed unwilling to take them off the body of his beloved sister. Almost as if he had kept his hands off of her for long enough and wanted to make up for lost time. The older man then leaned down with chocolate still in his mouth. It didn’t take a genius to figure out what he wanted of her so Twilight leaned forward to bite into it.

As soon as the chocolate broke in half, Twilight took what she could into her mouth where it instantly began to melt. At the same time, her mind became flooded with information. Not about science, the ways of the universe, or even some deeper understanding about friendship. It was about the people dancing around them. Their stories nothing more than an open book as she looked at them. Over there, she saw a man who had been nothing more than a slave back in the colonial era dancing with his lover: the daughter of his master. Together they had shared many pleasurable hours in the fields under the night sky until they could take it no more and ran away. Then there was the daughter of noble birth, now naked as she danced with a servant girl whom she had fancied. Out there, their love could never have been a reality as not only were they both girls but also different social classes. But in here? Now the servant girl could dom her lover without a care in the world. The twins she had seen fucking, always attracted to the other but knew the world would never accept how they felt. Somehow all of them found their way to this place. This 69th floor in Canterlot to dance, party, and be free without judgment.

Now Twilight could accept the gift that the 69th floor offered. And, as her eyelids became half lidded in lust while her body stopped trying to resist, she could see that Shining Armor had stopped resisting as well.

So too did the Apple siblings from what she could see. As Twilight and Shining Armor continued their dance, the techno music adding in an evil laugh for effect, she could see that Big Mac had removed his vest. Both of his younger sister’s had stopped grinding against him, pressing their bodies to his chest as their tongues swirled around his nipples. The eldest of the three had his eyes closed, hands running their hair. When Twilight’s movement’s brought her closer, she could hear the lusty moans of the girls as they lapped away the salty sweat of the earth caked into his skin while they looked up at him with eyes full of desire. The same desire that Twilight felt for her brother.

Twilight’s hands went to the lone button keeping her barely a blouse on her body, undoing it and allowing her breasts to be seen jiggling with each motion while keeping the Apple’s in her field of vision. Both Apple Bloom and Applejack were making their way down Big Mac’s body, their hands pawing at his flesh while their tongues left trails of drool in their path. With pussies so wet that they were dripping onto the floor, the two sisters got to their knees as they undid the zipper that kept their prize hidden. Pulling the fabric down, his large meaty shaft and heavy set of balls were on full view for all to see. Moaning so loudly that Twilight and several others could hear them, both sisters began to inhale the scent of their brother with their noses pressed to the base of his shaft. Their cheeks then pressed against his cock, rubbing against it while their eyes remained focused on the rod that would soon be fucking them forever as they ignored the rest of the party.

Rapidly swaying her hips side to side, Twilight’s skirt hit the ground while Shining began to undress himself as well. While a series of bright flashing lights surrounded them, Shining Armor moved behind Twilight. His hands went for her breasts, kneading them rougher than any girl Twilight had been with as his cock pressed against her ass crack. More lights began flashing as the woman turned her head to look at her brother, their lips soon meeting after that. There was no peck, no pressing of lips. Instead their tongues instantly dove into the others mouth in a wanton display of desire. He dominated her, his tongue coiling around hers before finding its way into her mouth where it rolled around. For a moment, Twilight felt her breath being taken away so much so that she didn’t even notice that one of his hands had snaked its way down to her sex.

Moaning into his mouth, Twilight felt like she could melt when his fingers found the hood of her clit. Briefly he rubbed her, causing her legs to shake before finding their way to her lower lips. More rubbing soon followed, their kiss continuing as so many others danced around them. Twilight tried to match the movement of his tongue, but it seemed impossible as three fingers thicker than what she was used to massaged her sex with practiced skill. More so than the few guys she had dated, all of them leaving her disappointed. Even their kisses were laughable when compared to what her big brother was doing to her.

Then he pulled away. Taking Twilight by the wrist, Shining led his sister off the dance floor and off to the side close to where the Apples were. Now Big Mac was seated on one of the chairs this club had, pants nowhere to be seen as his sisters used their breasts to pleasure him. Chest pressing against chest with a cock sandwiched in the middle, Applejack and Apple Bloom moved up and down in tandem even if Apple Bloom didn’t offer as much. Though Applejack probably still felt the hard nipples of her younger sister poking into her boob flesh. As they moved, the two seemed to have their eyes locked on each other while their tongue stuck out lapping away at the pre-cum flowing out between them.

Meanwhile, Shining stood with his ass pressed against the edge of a nearby table. Sinking to her knees before him, Twilight gazed at the member she had only ever been able to fantasize about before. She took every bit of it in, studying it like she had so many books so that she could memorize every bump and vein on its surface. Once she had, the purple skinned girl closed her eyes before giving the tip of the head a reverent kiss. Another kiss follower, this time on the side. Then another kiss on the opposite. Then, with that, she took her big brother’s dick into her mouth.

Saliva production began to increase in her mouth as the taste of his cock exploded within, her pussy quivering in delight. She took more of it in, feeling the trails of drool escaping her as she did so. But Twilight didn’t care if this made her look like a dumb horny slut, for the taste was just too good. Its meaty, salty taste was beyond anything she had experienced before. Far more than Timber’s that one time he had convinced her to suck him off. Far better than that dildo that Sunset had promised tasted better than normal plastic. This was the cock of a real man that made her want to bob her head back and forth more in order to better fill her mouth with.

Feeling her slightly damp ponytail bouncing off her neck and back with her movements, Twilight took more of her big brother’s cock into her mouth. As it began to strike the back of her throat, filling the woman with glee that she could take that much without gagging, she became aware of how the rest of her body was reacting to her arousal. There was a pain in her nipples as they had never been this stiff or hard, making her want to pinch and pull on them…or to have Shining doing it for her. Meanwhile her pussy just quivered in delight as her juices went drip, drip, drip onto the floor. Glancing up at her brother, their eyes locked before he suddenly closed his while throwing back his head. No doubt the sight of her like this, looking up with those big eyes with nearly his entire manhood stuffed in her mouth, was a visual delight.

Out of the corner of her eye, Twilight was getting more of the Apple family show. The sisters had moved from their tit job and were in the process of lapping up the pre-cum that seemed to endlessly flow from their brother’s cock. Hands intertwined, the pair let out the most primal of moans as their own tongue slid over the base of his cock and lapped at his balls. Apple Bloom’s tongue looked like it was trying to lift one half of his sack up, only to give up before flicking away at the underside before moving up. As for Applejack, she moved her tongue in a long stroke that reminded Twilight of the time she had painted the fence before reaching the head. There the girls sucked on it for a moment, taking the liquid into her mouth and then sharing it with her sister. The sight of this, two sisters locking lips with their tongues swirling around each other, seemed to make Big Mac even harder.

Twilight was then pulled away from this sight as Shining’s hands grabbed her head. Keeping her in place, the older sibling began to thrust his hips as he began fucking her mouth hard and fast. This feeling of being utterly dominated by her big brother caused Twilight to moan while her cunt drooled faster. Tears began flowing from her eyes, but they weren’t that of pain. No, she was loving this! She was loving the idea that her brother loved her mouth this much. Then, he pulled out of her completely to point his member right into her face. The purple skinned girl didn’t need to wonder why he would do such a thing, instead opening her mouth and waiting for her reward. She didn’t have to wait long as a massive rope of cum shot out from his cock and into her mouth with some of it landing on her chin as well as her breasts. Twilight nearly orgasmed at the taste as she relished the hot seed on her tongue, closing her mouth to savor it like Halloween candy. But before she could swallow, another rope of cum hit her face. Then another and another and another. Hot, sticky cum coated her face like poorly done makeup while making it impossible to escape the smell.

“Not even Cadence could make me cum that hard,” grunted Shining Armor as he looked down at her, his marked girl. Hearing that DID make Twilight cum a little as she had heard, more than once, the love making the two went through when they thought she was asleep. Sometimes even inviting other girls and guys to join them. Perhaps that was the reason she was such a horny girl herself.

Before Twilight could dwell on this, Shining quickly brought her to her feet. The girl was then spun around, the cum still wet on her face, as she was then pushed back onto the table where she was then made to lie down. As soon as her back hit the surface, Shining was spreading her legs as far as he could so that her lower flower was in full bloom before him. Even with the amount of cum covering her glasses and almost getting into her eyes, she could see the hungry lust he held in that expression. Then, like a hungry beast unable to control himself any longer, his head dove down.

Twilight cried out loud as her eyes widened more than they had ever been in her life. Shining did not start by lapping at her lower lips or anything tender. Instead, the man pressed his face against her dripping hole to begin eating her out loudly. Sounds that reminded Twilight of Spike growling as he thrashed around a new toy filled her ears as Shining shook his head, pressing his mouth deeper into her sex while his tongue fucked her. Her back arched wildly, over and over as she moaned like whore in heat. If he wasn’t holding her legs down her hips would be bucking as well.

Off to the side, the Apple family was on the table next to them. Applejack was on her back with Bloom on top of her. The two were moaning in unison as they made out, their tongues snaking into the other’s mouth as their hands roamed the other’s body. AJ had her hands on her sister’s ass, squeezing and spreading those smaller cheeks. As for Apple Bloom, one of her hands was kneading her sister’s larger breasts while the other slid up and down the older woman’s side. As for Big Mac, he was behind them with his cock sandwiched between their tight pussies. He thrusted back and forth as if her were fucking them, creating delightful friction that made the two moan even louder.

When Big Mac came, he too unleashed an impressive amount. Like it was all the cum he had been saving up his entire life just for them! It shot between their bellies, surging through whatever space it could find until it reached their breasts before rolling downward. Feeling this, knowing what it was, caused Applejack and Apple Bloom to lift their heads and moan as their own orgasm exploded within them. Both women unleashed their juices all over his cock and hips, drenching him. But none of them cared as they continued their carnal delights.

As Twilight watched this, her pleasure filled mind could not help but wonder if those three would mind an orgy together. Her family and theirs, fucking in a pile. She could just imagine what it would be like to be on all fours, Shining fucking her cunt as she stared into the eyes of AJ who was in a similar position. She could see the two friends leaning closer before locking lips, tasting the other’s brother on their tongues as they swirled around. Perhaps Apple Bloom would be on all fours as well, Big Mac fingering her pussy or anus as the younger girl joined them in a three way kiss. Or maybe Bloom would be suckling at their tits. Oh, here was an idea! Bloom would be on her back, legs spread so that Twilight could dip her head down to lap at the girl’s sex while Applejack made out with her forming a line of lust.

Twilight was brought out of her fantasy as she felt her orgasm approaching. It was like a tight ball in her core tightening, the pressure building before it exploded. The girl began to let out a series of short gasps, doing her best to hold it at bay. But her fantasy and the skilled tongue of her brother made that impossible. Her back somehow arched so much she felt pressure on the top of her head while her tongue hung out, eyes rolling into the back of her head as a tidal wave of desire she had held for her brother rushed out. As it did, Twilight could feel her body twitch and shudder as something shook her to her very being before falling back onto the table. It was like that sensation one had when they cracked their necks sending a tingle from their neck down to their toes. Only a trillion times more powerful.

Before Twilight could fully come to grips with reality, she could feel Shining’s cock pressing against her entrance. The woman only had time to take a breath before that pressure increased, the dick entering her fully. A wave of stars shot through Twilight’s vision as she cried out in joy, feeling the cock she had wanted at last within her. And it was everything she could have ever wanted. Large enough to stretch her pussy out, almost making her think that he could split her in two, it plunged its way into the depths of her body that no other cock had ever managed to go before. At least, no natural cock.

“It’s…even better…than I thought…it would…be,” Shining Armor managed to say between gasps, his grip on her legs tightening as if doing his best not to blow his load right from the start. Though, with what little thought she had at the moment, Twilight wondered if that wouldn’t be a bad thing. She knew her big brother was more than capable of going many rounds without softening based on the cries of Cadence and other girls they had brought home. And judging by the fact that he had remained hard as a rock after cumming all over her body, she could believe it. He could unload within her and just keep on fucking her silly!

Somehow, Shining Armor managed to control himself. After a few more breaths, he began. What he gave her was not the slow love making that so many of the guys and some of the girls she had been with gave her. No, Shining Armor seemed to be done waiting to fuck his sister as his thrusts, powerful and rapid right out of the gate showed. Twilight had to clench her teeth as his meaty spear penetrated her more and more, her breasts bouncing around as she laid there feeling that pleasure grow. Thinking was nearly impossible as all she could do was bask in the pleasure that had been well worth the wait.

“Fuck!” cried Apple Bloom. If Twilight’s mind was in its proper state, she would have looked over to see the sight with the Apples. Big Mac was on his back with Apple Bloom slowly lowering herself onto her brother’s pillar of pleasure. Applejack helped as she pressed her breasts against her sister’s back, whispering words of encouragement to Bloom while her fingers helped keep the girl’s pussy lips spread. Despite this, it seemed the youngest of the trio had her face scrunched in pain as she cried out. Soon blood began to leak out of her sex, showing that her virginity had been taken in that moment.

“Ah’m so proud of ya,” whispered AJ, kissing her sister’s neck before moving away and up Big Mac’s body. As Bloom slowly became used to the feeling of having her sex stuffed, Applejack planted hers over her brother’s waiting mouth. The older of the two sisters bit her lower lip, humming in delight as she felt Mac’s tongue against her sex. He lapped at it, moving up and down as she rolled her hips slightly. Because of this, she gasped when his tongue nearly touched her anus which still had the cow tailed anal plug inside.

As her breathing increased, AJ looked at her sister who was starting to move. She watched as Bloom moved slowly, hissing as she did, but seeming to enjoy it despite the pain. Her upwards movement was slow before impaling her pussy on his shaft so quickly that her small breasts bounced. Again and again, Apple Bloom repeated this as she quickly became more comfortable riding her brother in such a manner.

It was at this moment that the Apple’s realized that there were others nearby. Lost in lustful pleasure, the two sisters looked around with lazy smiles on their faces, finding a few people watching them. Some were pleasuring themselves, with one woman having already fallen to her knees as her fingers rapidly thrust inside her pussy. Others reached over to their partners, pleasuring each other as they watched. And standing in front of this group was Succubus. However, she seemed different from when they first met her. Now she had large, bat-like wings sticking out of her back. Also, if either woman bothered to look down, they would have seen that she no longer had feet, instead being replaced with grey hooves.

However, her large bouncing breasts drew their attention as she moved closer with a smile that showed off her tiny fangs. She moved over to Applejack first, getting on the table as well and pulling the freckle faced girl in close to kiss her. If anyone there had the ability to focus, they could see their tongues moving in their mouths while Succubus kneaded AJ’s breasts for a moment. When they pulled apart, Applejack did a curious thing. She lifted herself off of Big Mac’s face so that Succubus could kiss him. Pressing her impressive chest against his, Succubus kissed him the same way she had kissed AJ before pulling away so that said girl’s pussy could reclaim his attention. With two down, Succubus moved towards Bloom. However, before she could kiss her, the youngest Apple there leaned forward to wrap her lips around Succubus’ nipple. Succubus cooed while stroking the girl’s head, listening to her as she made loud sucking noises while drool rolled down the grey skin. Several minutes passed, Bloom sucking on the nipple while her hips continued to buck on the cock, before the redhead lifted her head away from the tit. As she did, Succubus lifted her face up to kiss her as well.

Once she had kissed all three of them, Succubus moved away. At the same time, Applejack leaned forward to begin sucking on one of Bloom’s hard nipples. Apple Bloom cried out, wrapping her arms around her sister’s head to keep it there while Mac’s hands began to squeeze and pull her ass cheeks.

“Fuck me! Fuck me!” cried Bloom with tears in her eyes. “Fuck me forever and ever!”

Slowly, Succubus strode over to where Shining Armor and Twilight were while swaying her hips. As soon as she moved beside Shining Armor, Twilight’s focus seemed to come back slightly as she took note of the bat winged woman. Though not enough for her to worry about, even as she pressed her chest to Shining’s side and turned his head so they could kiss. There was no envy within her, only gratitude for bringing them here to finally be free. Her pussy tightened and squelched, thinking that she’d gladly allow her to kiss her brother in thanks and so much more. She could fuck him alone with Twilight watching, playing with her pussy, or joining in. Whatever she wanted, as long as they could be together like this would be fine.

As if sensing these thoughts, Succubus turned to look at Twilight with a smile after pulling away from the older sibling. She moved her body so that she was next to Twilight where she then captured her lips. The kiss nearly caused Twilight to cum right then and there as Succubus knew what she was doing. This was nothing like the kisses she had had before, even the most skilled kisser she had ever met seemed to pale and become a virgin tongue when compared to this. It was like there was a millennium's worth of practice as well as desire within it. What’s more, Twilight could feel something new entering her. It flowed in her from Succubus’ mouth, but different from the misty scent that had been controlling her body before. It was more like an energy that curled and spiraled its way through her being before pooling at her womb. Oh, for a moment, she felt like her pupils had turned into hearts! Fuck, what was she?

Did it matter?

Twilight cried out once Succubus’ lips left hers, the pleasure she was feeling from Shining’s thrusts being magnified a thousand fold now. She screamed, shaking her head, something else was going on inside her. Something being added to the orgasmic energy she felt, making her feel like she would lose her mind. Or maybe something else.

Thoughts ceased to exist as Shining Armor came inside his younger sister, flooding her womb with an even greater volume of cum than the first load he unleashed! All Twilight could do was lie there, eyes wide open with her mouth stretched open. Her body shook and trembled as she felt his seed fill her with its warmth, pushing her over the edge so that she too came. For a moment, she even felt like she had forgotten how to breathe as everything went silent.

Dumbly, Twilight felt herself being pulled up to her feet by Shining. Once up, her brother moved to sit on the table with his cock still erect with a grin on his face. Stumbling with cum running down her legs, Twilight moved towards him before turning around so that her back was towards his chest and that she was facing the crowd. As she leaned back, she could feel Shining lining up his dick to enter her once more. Only this time he was aiming for the back door. Twilight hissed briefly as she felt it press against her puckered hole, but quickly relaxed as she wanted this. Wanted to experience every pleasure her brother could give her, to offer him every bit of her body.

Soon, Twilight was fully on her brother’s lap with his cock filling her anus. For a moment she sat there, shuddering with delight and savoring the feeling of being full like this. Of knowing soon he would fill this hole just like he had filled her pussy. Then, when she opened her eyes, she saw the one who had brought her to this wonderful place. She stood there along with several of the other dancers, watching them while rubbing her pussy with a smile on her fanged face.

Wanting to thank Succubus, Twilight managed to lift both her legs up, planting them on either side of her brother’s legs. Like this, everyone there could see her pussy with cum still leaking out of it. With a sultry look on her face, staring directly into Succubus’ eyes, Twilight did her best to lift herself up while she used two fingers on one hand to spread her lower lips. She almost failed to do so, only saved by Shining Armor’s hands coming to her sides and using his strength to lift her up. With the help of Shining, Twilight used her ass to ride his cock. More drool was escaping her mouth as she savored the rough feel of this penetration while her pussy drooled as well. She rubbed her clit, nipples hardening even more as she saw the pleased smile from Succubus along with a nod of approval.

“Sis!” came a cry nearby. If Twilight had just looked to the side, she would have seen that Apple Bloom was now on the ground. With hands on her breasts, the youngest Apple squeezed them while pinching the nipples with her pointer finger and thumb as her back arched. She was panting with large beads of sweat running across her body. Her legs had been spread by Applejack, whose face was buried deep inside her sister’s cunt as she lapped up the delight she had found. Apple Bloom’s juices were mixed in with the large globs of seed Big Mac had left inside her and, judging by the look of utter bliss that AJ had, it was a fine country delicacy.

Meanwhile, Big Mac was behind Applejack as he plowed her pussy. The man held one of his sister’s legs up so that everyone there could see just how much he had stretched the farm girl’s cunt. Not that she seemed to mind letting others see at the moment as her juices seemed to be leaking out something fierce. Meanwhile, Mac had this look on his face as though he were savoring the greatest feeling around his cock. Like this was the feeling he had longed for when he had gotten married.

“Let’s give them a show sis,” whispered Shining Armor. Dazed and unaware of what her brother had planned, Twilight was taken aback as the man fucking her slid off the table. The woman nearly fell forward toward the floor had Shining not taken that moment to grab her by the wrists.

From there began the roughest fuck of Twilight’s life and she loved every second of it! Shining used her arms to pull her back, impaling her deeper onto his cock. Once her ass was fully pressed against his hips, he would loosen his hold allowing her to slide off before doing it again. When he pulled her back, Twilight’s upper body would flail around before the crowd. One moment she would be staring at the ground, her glasses now gone before gaining a glance of the crowd pleasuring themselves at the scene followed by the endless black ceiling above their heads. With her eyes rolling back into her head, all Twilight could do was howl nonsensical words and sounds that were utter garbage. Her arms began to hurt, but somehow the pain made the pleasure all the greater.

Then it came. With that final pull, Twilight was held there. Arms back, chest heaving out while her face felt frozen as she made her ‘O’ face before the crowd as her rear became flooded with even more seed. In that moment, she felt like the figurehead in front of an old fashioned ship. Like this they stayed for what seemed like several long minutes, long enough for Succubus to walk over to them with that strut of hers and cup one of Twilight’s breasts.

From there, the night was an endless stream of laughter and sex with no pause for anything. With shaky legs, Twilight and Shining Armor returned to the dance floor without ever bothering to clean themselves up. They danced freely in the nude, grinding their bodies and sexes against one another while their hands caressed the other. At one point, Twilight leapt onto Shining to wrap her legs around his waist as his dick sunk into her pussy once more. While standing in the crowd, he fucked her right there as her body thrashed around. When they left the dance floor, it was either so Twilight could get fucked doggy style or to fill her belly with Shining’s cum. Yes, she loved squatting down with her legs spread, rubbing her pussy, as she tasted her juices and ass on Shining’s dick before the flavor of his cum blew her away.

As for the Apples, they never rejoined the dance floor as they continued their carnal exploration of each other. At one point, both sisters had their heads down and asses raised in front of their brother with their hands reaching back to spread their pussies. He, along with anyone else, could see their juices dripping along with the cum still stuffed in their goodie holes as they swayed their rears from side to side in a hypnotizing manner. Mac would then approach one, pounding their cunt for a while before switching to the next. Another time, Mac was seated as Applejack and Apple Bloom clung to his sides. The eldest of the trio had his hands sticking out, letting the girls fuck his digits as they ground themselves on them wildly. As they did this, the two had reached out to grab his penis which they jacked on until his cum exploded everywhere.

Then the dancers began moving away from the dance floor. So too did Twilight, Shining Armor, and the Apple’s. At first, it felt like they were walking to the elevator to leave which was something none of them wanted to do. Yet they stopped when they were a few yards away, standing on either side of the door and facing the other family as their lust continued to course through them. Standing there, Shining Armor inserted himself into his sister once more as he fucked her pussy in the standing position. At the same time, Applejack and Bloom got down on their knees as they began licking Mac’s cock while keeping their eyes on their friends.

Then, Twilight sensed something from above. Looking up, she saw a large glass tube slowly descending from the never ending darkness above right above them. Glancing around, she saw that the others were in the middle of their own pleasure as the glass moved to entrap them as well. Suddenly, the purple skinned girl recalled the twins who seemed frozen in time behind the glass barrier…and a smile came across her face.

Soon, the glass passed their heads. But Twilight wasn’t worried. No, she relished this as she leaned forward to press the palms of her hands against the surface as well as her breasts while raising a leg. With this she knew that she would be here forever. There was no need to worry, just accept it and be with her brother for all time.

And, just as the glass touched the floor, Twilight and Shining became frozen in time. Twilight had turned her head at the last moment, looking at her brother with hearts in her eyes as he seemed ready to burst at any second. Across from them, Applejack and Apple Bloom had locked eyes with each other. Their tongue hung out to collect the stream of pre-cum flowing down which was now locked in the moment as silence filled the room.

Succubus walked around the collection of souls, her hooves never making a sound as she did. In fact, the only sound that could be heard from her was the slight jiggle from her breasts. As her fingers felt the glass of one of her older pairs, her senses told her of what was happening back in the mortal realm. The sun was about to rise with the police combing the area. It seemed Rarity had gotten worried and began to look for her friends, calling off the party.

“Not like you’ll ever find them,” giggled Succubus as she moved towards the elevator. Oh, how she hated to trick all these souls who found their way to her. But she supposed it didn’t matter because, in the end, they both got the treats they longed for. It had been that way ever since Stinking Rich had summoned her, making a deal to keep his family wealthy. All in exchange for allowing her 69th floor into the real world to find new people like them. People who long for the forbidden in that era to help her spread the joys of lust into the dreams of the living.

Smiling, Succubus paused at the still image of Twilight as the device she prized appeared in the demon’s hand. “You know, it would have been so much harder to convince you had this thing been able to detect any type of magic,” said Succubus with a giggle before crushing the device. “Sure, it could detect those from Equestria. But mine? Oh, that’s something far more ancient and interesting.”

Succubus then paused as she began to walk around the tube. “Oh, you are just brimming with lust right now,” she moaned while cupping one of her breasts. “Even now, you want more. You want your brother. You want your friends. You want…me. That’s why I gave you my kiss. All of you.” Succubus turned to look at the Apple’s briefly, winking at them before turning back to Twilight. “When the time comes and we’re allowed to return to this realm, I think you’ll all be ready to become like me. Then we can all have that wonderful orgy, just the six of us for a full year or two. Wouldn’t that be wonderful?” With that, the 69th floor vanished from this world leaving emptiness behind.

A year passed with no one hearing from the missing five people who went on that elevator. In fact, many people forgot all about them only remembering them when they spotted the old, worn flyers along with other missing people. Though it was only a passing thought. But there are some, friends and family of the dearly missing, that claim they can sometimes hear them when they are focused into the building. Always on Halloween, moaning and calling out for their friends throughout the night.

So remember friend, as you go off when, that this could happen to you. Beware of those buildings whose floors reach to 70 and above. And, should you meet a woman on the lift greeting you with that charming smile, do your best to resist her charm for a while. Because if she manages to get you in with your forbidden love, then you two might just become the newest residents of the 69th floor.