It was almost noon, the town folks of Ponyville were out as the lunch rush was going to start. Cafés, food stalls and restaurants already started to see customers. Many were eating and enjoying their food, while others were just chatting.

...until many started to hear gasps and then seeing a crowd of ponies gathering on the sides of the dirt road. Many were wondering what was going on.

"Is there a parade coming?"

"A celebrity perhaps?"

The ponies' eyes were focused on the road, waiting for whatever it was to come by. They all gathered on the sides as well.
They didn't have to wait long, as they saw who was walking down the dirt road. They all knew who it was, as it was Twilight Sparkle... but she was different from how they remembered her being.

Walking on silver high heels, wearing a stunning black long dress that drags across the ground. It shows a deep cleavage with her large breasts almost popping out. Her long hair that also touched the ground, were sparkling and semi-flowing like how the princess's hair does. Her face was slightly different, it looked more powerful. Her walk is filled of confidences, no signs of weakness.

"Is that Twilight Sparkle? But her hair looks..."

"Yeah, but her breasts are huge! And the way she's walking..."

"Wait, who's walking by her side?"

Walking by Twilight's side was no other than the fashionista herself, Rarity. The two were walking side by side, Twilight's arm was around Rarity's waist. Rarity herself is wearing a fancy white robe with fuzzy white collar, on the ends of her sleeves and bottom. Her white heels in sync with Twilight's.

"Are they dating?"

"Looks like it, but..."

As Twilight was walking, she had her hand on Rarity's ass. She was groping it with such power and force, showing how much she was claiming Rarity as hers. The stallions watched this, not believing how bold the new couples were. But soon, the stallions started to feel horny and many started to get erections at the sight of the fashionista being treated like that, even when Twilight slapped Rarity's ass.

As they kept waking, Twilight leaned into Rarity's ear. "How does it feel? Being naked under that coat?"

Rarity remembered how Twilight ordered her to be naked under that coat, as she found it sexy that she will be walking around the town, with her body covered, but nothing underneath. Rarity had no choice, but to obey her master as the collar was still around her neck, just hidden by Twilight's magic.

'If a powerful breeze blows up my coat, everypony here will think I'm a pervert.' Rarity could feel her pussy leaking a bit. She slightly looked around, seeing the tents that were being formed in the stallions pants. She couldn't help but picture herself being gang bang by all these cocks. "It feels very erotic and naughty, Master."

Twilight smiled and gave her a quick kiss. "That's a good slut."

Twilight kept her walk, not caring about the attention her and Rarity are getting. Twilight knew that those stallions will never touch her treasured lover, they will only have to jerk off in their hands, thinking about her.

As they kept their walk, Twilight could see the mares also glaring, but not at Rarity like the stallions were doing mostly, no, they were eyeing her. She knew why, her cock was still giving off a musk sweet smell toward any mares that were close to her, making them all horny and wanting her badly. She could see the wet spots forming, and some even had a puddle of juices forming. This only made her smirk even more, she was no longer a weak mare. No, now, she was an Alicorn Alpha, the ruler of her own harem.

"Come along, my lovely slut. Let's get back to your new home."

Rarity followed Twilight, leaving behind a tiny trail of her juices as it ran down her legs. The ponies could only look as Twilight and Rarity kept on walking down the road. Heading to the town's library where Twilight lived...

Spike was in the kitchen, he was servicing the girls as they request some snacks. As placed cupcakes and other treats are on the tray, he started to wonder something.

"Hmm, I wonder how long this sleepover gonna last? It's been a good long time now." he also noticed something else odd. "Now I think about it, I have been hearing odd sounds coming from Twilight's bedroom more often when Twilight is here. I wonder if-"

Spike was brought out of his thought as the front door slammed open. He rush to see what was going on. As he made it to the lobby of the library, he was frozen with confusing. Standing there was Twilight, looking so different now, and Rarity, but they were... kissing.

"...R-Rarity!?"

The two broke the kiss, Rarity placed her head on Twilight's shoulder, smiling. Twilight also smiled as they walked in. They could see the confusion on the little dragon face.

"Twilight, what's going on!?"

They entered the library and walked past him.

"Oh, Spike. Sorry for not telling you, but Rarity and I are now dating. Along with rest of the girls as well."

Spike blinked, seeing how they came in, seeing Twilight groping Rarity's ass. He wasn't liking what he was seeing, his dear Rarity being touched by Twilight like that.

"Dating!? Why!? Why are you treating her like that!?" he shouted as he ran beside them.

Twilight giggled and patted his little head. "Because she's a slutty bitch. Plus, don't kink shame." Twilight kept walking, dragging Rarity along.

"W-Wait a second! I can't just accept that as an answer!"

"Sorry, Spike, but I got some baby making to do, so I'm going to fuck Rarity some more, along with the other girls as well. So can you take care of the library while I'm busy? Thanks~"

Spike was left dumbfounded as the two were heading into the bedroom upstairs.

The girls were mostly chatting with each other, mostly how they will service Twilight and monster of a dong when she comes back.

"Do ya reckon that Twilight was able to get Rarity to join the harem?" AJ asked, sitting near the window naked.

Dash rolled on to her stomach as she was laying on the bed. "Well, she didn't come back last night, so I'm guessing she did and fucked her all tonight long..." she playfully kicked her legs and pouted. "Lucky, I hope Twilight comes home and fucks our brains out. It's not the same without her." she could see the rest of girls looking at her with a bit of disappointed. "Hey, our little own orgy is fun, but I miss having that thick and long cock fucking my pussy."

The others were going to disagree with Dash, but they quickly took a second to realize she was right. They missed having Twilight around, loving them and of course fucking them.

As the girls were feeling depress and lonely, the door was kicked open, scaring everyone...until they realized who it was.

"Twilight?" Fluttershy whispered, as her and the rest of the girls could see how different was their lover.

Twilight leaned on the doorway frame, smirking as she saw her little whores were getting sad and depressed. She couldn't let her girls feel that way, not under her little harem. What kind of Alpha would she be, if her lovers were feeling bad and lonely. She had to make her move.

"I'm home, girls."

The girls smiled as they got off the bed, heading towards her.

"Welcome home, master!" they greeted her, their arms open, wanting to kiss her and worship her cock once more, but Twilight held up her hand, stopping them.

"Not so fast. Before we get into any love making, there is something important you must know." she looked over to Dash and AJ, smiling at them. "I know you two are going to enjoy this."

"Huh?"

"What now?"

Twilight pulled the chain she had behind her back, as all the girls saw Rarity entering with a collar on her neck.

"Meet Rarity, the newest member of our harem and."

Before they could say anything at all, Rarity removed her coat after she felt the collar being pulled, revealing to them that she was nude under it. She then got on her hands and knees, acting like a dog as she did a bark and wagged her tail.

"And I'm officially claiming her as my loving pet as well. She will be treated like a dog by all of you during our love making and behind close doors."

Dash couldn't hold her laughter in as she watched Rarity wag her ass. "HAHAHA!!! You did it, Twi! You got her!"

AJ was giggling at the sight as well. "Well, howdy. Welcome to the club, sugar cube. It's nice having you."

Fluttershy was a bit of surprise by how Rarity was acting, but she did find it cute. Pinkie handed Rarity a bone shape cookie...

"ALL OF YOU! LINE UP!"

All the girls stopped playing with Rarity and was taken aback by Twilight's powerful voice. But they quickly lined up like their master wanted. Rarity joined them, but sitting on the floor. Twilight walk toward the end of the line and knee down to Rarity first. Since she arrived home, it's only fitting for her to kiss her mares.

She placed her hand under Rarity's chin. "My sweet little slut." she leans in and kiss her pet, their tongues dancing together, and making Rarity cum a little. Twilight broke the kiss, seeing her pet's happy expression. "Good girl, now wait."

Twilight moved to the next, which was Pinkie Pie. The pink mare was hopping in place, her fat ass jigging nonstop, excited about a kiss. Twilight smiled at her hypest slut, but used her magic to keep her in place.

"Pinkie~" she leaned in and gave Pinkie a very passionate kiss. Her tongue was exploring Pinkie's mouth, and it made her cum a bit, the juices dripping to the floor. Twilight broke the kiss and slowly pushed Pinkie down on her fat butt. "Good girl, Pinkie. Stay."

Twilight looked down the line. Next was Rainbow Dash, who was looking nervous. Twilight chuckled at the cuteness. She got to Dash and lean in, their lips touching each other.

Dash could feel her body getting weaker as Twilight's tongue was swirling and dominating her mouth. She was losing the battle for the top tongue spot and couldn't do anything, not that she would. Dash was loving how dominate Twilight was, it made her wet and ready to serve. She could feel her juices dripping and her wings opening up, gesturing that she was ready to mate.

Twilight broke the kiss. "Rainbow. Good girl." she moved to the next, Applejack.

Applejack looked up at Twilight, seeing her height had increase. She gulped as she saw the outline of Twilight's cock as it was pressing against the dress, it had gotten bigger and thicker, meaning one thing, they were going to have more sex, which wasn't a bad thing. She was excited and couldn't wait to have babies with her master.

Twilight smiled down at her loyal cowgirl. "Hello, AJ. Here's my welcome back kiss." Twilight leans down and kissed Applejack.
Applejack could feel her master's soft lips against her. Her pussy was dripping and she was squirting a bit. She loved Twilight, she was her master and future mother/father of her children. She could feel Twilight's tongue, making her pussy juice gush out a bit more. Applejack's eyes were rolling up a bit.

Twilight broke the kiss, happy to see how she made AJ feel. "Good girl, Applejack. Now, stay."

She moved to the next and final mare, which was Fluttershy. The shy pony was trembling and was shaking a bit. She wasn't being shy, but excited about her kiss. Twilight chuckled at how cute she was, that her cock is twitching and getting hard.

"Come on, Fluttershy, here's my kiss."

Fluttershy felt her master's lips touching hers. She was already cumming, her juices gushing out of her. Fluttershy could feel Twilight's tongue, and the taste was amazing. It was a bit of rough, yet so sweet. Her pussy was dripping even more.

Twilight broke the kiss and smiled. "Good girl, Fluttershy. Now, stay."

Twilight stood up and looked at her harem. She was glad that she was able to get all of her friends to become her harem, now they went beyond friends, and were lovers and soon to be mothers. With a simple snap, her dress disappeared.

Her massive cock was fully erect and twitching. The musk was strong, and the girls were getting high from it. The smell was too much and was making the girls cum a bit. They were losing their minds and were ready to worship her.

Twilight looked down at her girls, as they were on their knees, their asses up in the air. Their pussies drooling with love juices.

"All of you, even you Rarity! Stand up!" she ordered them, as all of them stood up. "Now, let's get into it, shall we? My harem has been good mares, so you deserve a nice reward, no? All of you will be taking turns with me as I fuck your brains out, and filling you all up with my thick cum. Today and until nighttime, I'm going to be impregnating you all." she could see all of them were blushing. "Let's get started."

Twilight's horn started to glow with magic, that a magical aura surrounded her ball shack, making them much bigger than it was before. She could see the confusion on her mare's faces.

"Just increasing my sperms count. I want to see my wonderful mares get pregnant." she smirked and could feel her cock was throbbing. "Now, everyone but Rarity to stand near the bed."

The girls followed her orders and stood by the bed. Twilight walked up to Rarity, who was blushing madly, knowing she was going first. She did remember hearing Twilight telling her that she was her favorite.

Twilight placed her hands under Rarity, picking and holding up her like a princess, making her face-to-face with Rarity. They made out a bit.

"Rarity, my pet, you will always be my favorite, and the one I'll always fuck first." Twilight could see Rarity blushing, happy about the news. She looked over to the girls, who were also blushing, happy and jealous that Rarity was her favorite.

Twilight walked over to the bed, tossing her on it. She then laid on the bed while Rarity sat beside her. Twilight rested her head on the pillow and her hands, her cock standing up like a flag pole.

"Ride it like a cowgirl." Twilight ordered, smirking at the fashionista.

Rarity couldn't help herself as she was drooling at the sight of her master's big dick. She could smell the musk, making her pussy drip even more.

"Yes, my master." Rarity got over her master's dick and aimed her pussy over it. She could feel her heart beating fast, happy that her master's dick was about to go inside her again. "Ohhh, I love this, my master. Your cock feels soooo good in me."

Twilight watched Rarity's back, watching Rarity slowly lowering herself. She was getting the best view, and her cock was twitching as well. "You love being a slutty bitch for me. You can't live without my cock anymore, can't you?"

Rarity nodded and kept lowering herself. She could feel her pussy getting stretch and it felt amazing.

"Yes, my master. I love this so much, I'll be your slutty bitch. Please, fuck me and fill me up with your thick and hot cum. Make me pregnant with your babies, please~" Rarity was almost reaching the base, only a little bit more, and she'll be filled up.

"Of course, I'll make you my pregnant whore. Just keep lowering yourself, Rarity."

Rarity finally got all the monster of a cock within her. She started to move her body up and down, moaning as she was bouncing on her master's cock. Her tits jiggling, and her ass wobbling. She was moaning and panting, happy that her master's cock was fucking her pussy.

"Ahh~ Ohhh, yes, master! Fuck, this feels so good, ahhhhhh~"

Twilight watched as Rarity's ass was shaking as her pet was riding her. She was enjoying it, until she saw the other girls had started to touch themselves. She was disappointed and mad, glaring at the girls as she sat up and stopping Rarity.

"Girls."

The girls flinched at the sound of her voice.

"Don't. I want you all to be at your fullest. I know you're jealous and want my cock right now, but I can't have you touching yourselves and cumming, or else I'll stop here with Rarity and won't fuck any of you until I feel like it again."

The girls' eyes were wide open. They didn't want that. They wanted their master's cock badly.

"But don't worry, after I fill Rarity's pussy up with my cum, you'll be the next in line, so be patient." she could see their despair expressions. Twilight sighed, feeling a little bad. "Okay, you four can do something, like make out or grope each other, but no climaxing, you got that?"

They all nodded with renew excitement.

"Good."

Twilight laid back down and placed her arms behind her head. She ordered Rarity to continue where she left off. She watched as her cock was being sucked up by Rarity's wet and hot pussy. Twilight loved seeing that fine ass shake and wobble.

'I'm definitely going to enjoy this~'

She watched as the other girls were getting into it. Rainbow was groping with Pinkie's ass, her nose pressed against it, while Pinkie was playing with her own breasts. AJ and Fluttershy were making out, massaging each other's breast.

'I can't wait, and I get to fuck all of you~'

Twilight returned her attention to Rarity as she felt her moving faster. She could feel the wet walls hugging her cock, sucking and pulling her in more. Twilight closed her eyes, enjoying the wonderful pleasure that was happening.

Rarity's tongue was out, as she was drooling. She was happy and glad that her master's cock was inside her. It was so hot and thick, reaching her womb. It was amazing, the best thing ever. Rarity couldn't wait for her master's cum to enter her pussy and fill her up. She leaned back a bit, grabbing the bedsheets harder as her thrusting was becoming a lot rougher. She could feel her body heating up.

This went on for a good while, until Rarity could feel her climax coming.

"Oh, my gosh, my master. I can't hold on much longer, I'm going to cum."

Twilight opened her eyes and pulled the chain, making Rarity moan loudly.

"Did I order you to speak normally?" she could see Rarity shaking her head as she kept thrusting her hips. "Then speak like a dog, like a bitch in heat!"

"Arf! Arf! W-Woof! Master, I can't, it feels too good. I'm going to cum, w-woof."

Twilight didn't want that, as she wanted to cum in her first, then letting her cum after. She sat up, surprising Rarity.

"I'm going to fill you up with my cum first, then let you cum after. Understand, slut?"

"Y-Yes, master, w-woof."

"Good. Now, let me fuck you good!"

As Twilight stood up, she grabbed Rarity's arms and put them behind her back. With her arms behind her back now, Rarity could feel herself being pushed into the bed. She could feel Twilight thrusting into her now.

"Ahh, oh my gosh, it's so deep! Ahhh, fuck, I love this so much!"

Twilight's cock was going much deeper and faster, hitting her womb.

"Yes, my dear master. Fuck me, ahh, ahh, ahh. Make me your bitch. Impregnate me and fill me with your seed." Rarity begged as her hands were gripping the bedsheets harder. "My pussy loves you master's big and long cock, please, more, ahhh~"

"Fuck, you're so tight and wet. Your pussy is squeezing my cock so much, it's a very damn good pussy, Rarity."

Twilight continued fucking her, until she could feel her cum rushing up. She could see Rarity was also close, her face red and sweating.

"Remember what I ordered you, you slut. Cum after I fill you up."

"I-I remember, my master."

"Good."

With a few more thrusts, Twilight's cock was deep inside Rarity and came. It was a massive load, her balls were pumping her seed, filling up the bitch's pussy. Rarity could feel her womb expanding. The feeling was amazing, and she couldn't help but climax next like she was ordered.

"AHHHHH, AHH, AHHH, YESSSS~" Rarity came hard, as her juices gushed out, staining the bedsheets. "Ohhhh, my master's cum is filling me up, ahhhh~"

Twilight smirked as she kept pumping her cum, until her orgasm died down. She pulled out and could see the white thick cum pouring out of Rarity's pussy. With how thick it was, Twilight had no doubt that Rarity and soon, the others will be pregnant.

Rarity laid there, breathing heavily, as she had come so much and so hard.

"Good job, Rarity. Here's your reward." Twilight leaned in and kiss her pet on the lips, their tongues dancing once more. She could feel Rarity kissing her back, and she broke it, smiling at her pet. "You have been a good girl. Now, go play with the others. I'll fuck you later."

Twilight pulled the chain, making her leave the bed and join the other girls. Dash was the first to start making Rarity act like a good pet as she made her start licking Fluttershy's nipples. Twilight turned to the next mare that she was going to fuck.

"Applejack, come over here. It's your turn."

AJ, who was with Pinkie as they was watching Rarity in action, heard Twilight and hurry over to the bed. Without wasting time, Twilight started to make out with her. The two drop into the bed, with Twilight on top of her. She broke the kiss, leaving Applejack breathless and wanting more.

"Twi, that was some kiss, ya sure are a great kisser, and ya still got better."

Twilight chuckled at AJ. "Well, I have been practicing, plus it's a way for me to show how much I love you girls, and how much I care for all of you."

Twilight started to kiss AJ's neck, her hands slowly reaching down her breasts, and cupping them, and fondling them a bit. AJ moaned softly, and she was breathing a bit.

"So, AJ have you ever wrestled with Big Mac?"

AJ nodded with a bit of confusion. "Sure, I have. Why ya asking that, Twi?" Twilight's magic started to surround AJ, and the farm mare was confused in what was happening.

"What are ya-" AJ was lifted in the air by Twilight's magic.

Twilight laid down on her back, knees bent and feet flat on the bed. She placed AJ on top of her, pulling AJ's legs toward her shoulders.

AJ blushed hard as she was in this weird position that Twilight forced her in.

"I'll be fucking you deeply and giving you more pleasure than ever."

"W-What are ya talking about, master?"

"I mean, look down."

AJ did, and she could see Twilight's cock was aiming at her entrance. AJ gulped, as she felt it poking at her.

"Y-Ya going to do it? Are ya going to fuck me in the Full Nelson?" she asked, still not believing a normal wrestling move was being used like this.

"Yeah. Now, relax, Applejack, and let me do the work."

AJ took a deep breath, relaxing her body. She could feel Twilight pushing her cock inside her. She gasped, and she moaned.

"O-Oh, gosh, master, it's going in. I can feel it, ahhhh, it's so hot and thick. I love it, ahhh, keep going."

Twilight smirked and pushed her cock more and more, until her full length was inside. "Good, I'm fully inside, and now I'll start fucking you."

Twilight's arms wrapped tightly around AJ's legs, and she began to thrust her hips upward, pushing her cock more and more.

"Oh, my gosh, ahh, ahh, ahh, master. You're hitting so deep and so good, ahhhh. You're hitting the spot. Oh, gosh, ahhh."

AJ was moaning and gasping as Twilight was fucking her. She could feel the thick cock going in and out, and she loved every second of it.

"It feels so good, master, ahh, ahh."

The Rainbow Dash and Pinkie turn their attention away from Rarity, who was still sucking off Fluttershy's nipples as she placed both in her mouth. They could see AJ being fucked in such a weird way, that they started to make out with each other and Dash went back to groping Pinkie's ass.

The bed was rocking back and forth, as Twilight was thrusting her cock harder. AJ was loving it, as her mind was turning into mush.

"Twi, master, ahh, ahh, ahh, more. I'm begging you, please, fuck me harder."

"Of course, AJ. I'll give you all the pleasure you want."

Twilight couldn't help but chuckle, even though she was fucking AJ like this, she couldn't stop seeing this as some perverted wrestling match. She shook her head and focus back on the sex.

"Here, I come, AJ."

Twilight was thrusting her hips harder, and she was going as deep as she could. She could feel the farm mare was cumming, and her walls were getting tighter. She could feel the juices covering her cock. Twilight kept on going, and with a few more thrusts, she came inside the bitch's pussy.

"AHHHH, FUCK, AHH, YES, MASTER, MORE, CUM IN ME. GIVE ME A BIG FAMILY, AHH, AHH."

Applejack couldn't help but came hard as her master's thick and hot cum was filling her up. It was amazing, and it made her pussy get tight and pull her master's cock deeper.

"Fuck, AJ, you're really milking my cock."

Twilight was still cumming, yet, she could feel her balls were still full. Which was good because Twilight will be cumming in each girl through the whole day.

"Good job, AJ. Now, come with me, and join the others."

She could feel her magic wrapping around AJ, lifting her and placing her near the girls. Applejack was exhausted, and she fell on the floor, but her face showed how happy she was in being filled up. Pinkie was the first to jump at her, starting to lick the left cum that was dripping out of her.

Twilight turned to Rainbow Dash. "Dashie, you are up!"

Before Twilight could even blink, Dash was suddenly before her... and along with a gust of wind that blasted her face. Dash freaked out and got ob her knees and looked at the floor.

"Sorry! I was just so excited, and I just couldn't wait any longer, Twi. I'm so sorry."

Twilight waved her hand at the cyan mare, as she rubbed her face a bit. "Don't worry about it, Dashie. Just be more careful next time. Now..."

Dash blushed as she founded herself being floated in the air and like what happened to AJ, the same thing happens to her. ... but wasn't, instead she rested on top of Twilight's body. Twilight raised her body up while holding Dash's waist. Her head rested on the pillow as she needed to be in a comfortable in this pose.

"Ready?"

Dash didn't need to answer as Twilight started to thrust her hips, her cock penetrating her. The cyan Pegasus moan loudly as her master's cock was stretching her insides.

"Oooh, my gosh. Oh, my gosh, oh, my gosh. Your dick is so good, master." Dash moaned, loving how her master's cock was pounding her pussy. "Please, more. Give me more. Fuck me, harder."

Twilight smiled as her mare was enjoying the pleasure. She was going fast and rough, just the way Dash likes it. Twilight's hand reached up and groped the athlete's breast, fondling it and pulling her nipple while holding her tight.

"Ahhh, Twi, ahh, ahh." Rainbow Dash was panting and breathing heavily, feeling her master's hot breath on her neck.

"I can feel your pussy squeezing my cock so hard. You must love this, Dashie, don't you?"

Dash was drooling, loving the pleasure. "Yes, I love it, master. More, give me more. Your big and thick cock feels amazing. I can't get enough of it, please, ahhh, ahhh, ahh, more, master."

"Of course, Dashie. Your wish is my command."

Dash's moans were getting louder and louder, and her pussy was getting tighter and wetter. She was close, and she could feel her master's cock twitching inside her, meaning that she was close too.

"Fuck, Dash, your pussy is getting so damn tight."

Twilight placed her arms around Dash's belly, holding her tight as she jammed her cock deeper and faster.

"Cum with me, Dash."

"Yes, master. Ahhh, ahhh, ahh, yes, I'm going to cum."

They both were at their limits, and with a final thrust, Twilight's cock was deep in lover's pussy.

"OH, YES, MASTER!" Dash screamed, her wings opening up and spreading wide.

Twilight and Dash came at the same time. Dash could feel her master's hot seed filling her up, that it blasted out of her vagina. The semen ran down her legs, even falling on Twilight's inner thighs. Her climax was so great that her strength ran out, making her go limp on top of Twilight's body.

Twilight herself was enjoying feeling Dash's pussy being filled her seed. It felt so warm, and it was sucking her dry. She wasn't surprised how much cum she had in her, as she came a lot.

"So, you loved that, huh, Dashie?" Twilight asked, dropping to the bed, as Dash wasn't heavy, but her big wings made it uncombable to keep the pose going.

Rainbow nodded, still breathless.

"Good. I'll give you a little break and let you enjoy your time with the other girls, while I'm giving Pinkie the best orgasm of her life."

Rainbow nodded again and tried to get up, but Twilight lifted her with magic and placed her next to Fluttershy, who was now returning the flavor by sucking on Rarity's nipples. AJ was still out of it, but she was starting to move again.

Twilight sat up, her sight lock on Pinkie. "Pinkie, get ov-OOF!?" Pinkie suddenly pounced on her, pushing her down and ready to shallow her cock in whole. Pinkie opened her mouth and almost got it in her mouth, but Twilight stopped her with magic.

"Pinkie!" she raised her in the air, not looking please in what happen.

Pinkie smiled nervously as she saw Twilight's cold glare.

"I was just so excited, and I can't wait anymore, Master. Please, fuck me, please, please, please. I need your big and juicy cock inside my pussy. Please, master."

"Fine, I'll do that." Twilight let go of Pinkie, letting her fall on the bed. Twilight raised her hand up and slapped Pinkie's fat ass, making her moan.

"Ahhh~" Pinkie was drooling, and her face was red.

Twilight kept slapping it as she spoke. "I'm the one leading here, always! Do I make that clear?"

"Y-Yes, master. You're the boss here."

"Good."

Twilight got her cock hard again as she was spanking Pinkie, seeing that fat ass jiggle with every hit. It was so tempting and hot. Twilight's cock was now harder than a diamond, and she was ready. After a final slap, she grabbed the ass cheek and squeezed it. Pinkie moaned softly and wiggled her butt, wanting her master's cock inside her.

Twilight smirked and got the message. With her cock aiming at the wet entrance, she penetrated the mare, making her scream in delight.

"Oh, master, it feels so good. Oh, gosh, this is the best." Pinkie said lowering her upper body and sticking her butt up, letting her master have easy access to her.

But Twilight pushed her back down. She flip Pinkie to the side and held her leg up. She soon started to thrust her hips, her cock moving back and forth, making Pinkie moan in pleasure.

"M-Master, ahh, ahh."

Twilight was going faster, and she could feel the wet walls moving against her cock. She was loving it, even more so as she could see Pinkie's ass jiggling with every movement.

"M-Master, ahh, more, please. Ahh, ahh."

"Oh, I'll give you more, Pinkie."

With that, Twilight began to thrust her cock faster and harder. Making the bed start to move again. Pinkie could feel the pleasure, her brain turning into mush like the others, and she was drooling. She loved being a bitch for her master, and she couldn't wait to be pregnant and have her kids.

Twilight was having the same thought about her future kids, she hoped that her children coming from Pinkie won't take after Pinkie and how she acts too much. But Twilight loves Pinkie as she is, and she'll accept their future children no matter what.

Pinkie was screaming, feeling the thick cock inside her. She was breathing heavily, her chest heaving, her tongue out. She could feel the bed rocking, her body moving with it.

"Master, ahh, ahh. It's so good. Give me all the baby batter in my little oven! Let me have a big family."

Twilight hearing that, something within her increase her movements, making not only the bed to rock, but the room slightly as well. Being an Alicorn started to show how powerful she will be, and this was the first sign.

"Ahhh, master, ahh, I'm going to cum, please, give me more."

"Don't worry, Pinkie. I'll fill you up, and then, I'll fuck the other girls again and again until I'm dry." she could feel Pinkie getting tighter, meaning she was close. Knowing that, Twilight let go of Pinkie's arm and got a handful of Pinkie's ass. She pulled and squeezed Pinkie's fat ass cheeks. "Here, I come!"

With a few more thrusts, both mares came, and the other girls were watching. The cum was flying out of Pinkie's pussy, staining the sheets. Pinkie could feel the cum entering her womb, and the hot feeling was making her cum harder.

"YES, AHH, AHH, MORE, GIVE ME MORE, FILL MY OVEN WITH SO MUCH BABY BATTER, MASTER, AHH, YES!"

Twilight kept cumming, pumping her seed into her bitch, and she couldn't help but smile, knowing that she had almost impregnated all her friends. She could feel her cum rushing out of her balls, and the orgasm was making her body shiver in pleasure.

The two climaxed for a full minute, before the pleasure died down. Twilight stopped cumming, her cock softening, but her body wasn't exhausted. She could see how much cum oozing out of Pinkie, whose stomach was slightly expanded.

"Wow, you took a lot. I hope you carry a lot of foals, my little fat ass slut."

Pinkie didn't answer as she was too out of it, her mouth drooling as her body shivered from the climax.

Twilight notice this and laugh. She got off the cum soak bed and turned to Fluttershy, who knows she was next. Twilight raised her hand and moved her finger in a "come here" motion.

"Come, my shy one. It's your turn now."

Fluttershy gulped, but her eyes were showing the excitement. She walked over and felt Twilight's hand under her chin. Lovingly, she was pulled into a kiss. They make out, with Twilight dominating the kiss. As Fluttershy let Twilight do her thing, she moved her body closer to Twilight. Her massive breasts pushing and raising the cock, then started to move back and forth, her tits were moving with her movements.

"Oh, fuck, yes, Fluttershy." Twilight moan and broke the kiss. "Keep moving, that's it."

Fluttershy was rubbing her breasts against the cock. "You like that, master?"

"Yes, I do. Keep going."

Fluttershy continued, her boobs were making the cock hard again. Making it slowly raise up through the deep valley of her big fun bags. She could see the tip pointing at her face, and Fluttershy lowered and kiss it.

"F-Fuck, that's it. That's my little shy slut."

Twilight wanted nothing more than get Fluttershy's famous titty fuck, but she needed to stay focus at the task at hand. She was here to fuck and impregnate her mares, and not getting a simple titty fuck. She stopped Fluttershy and kiss her neck.

"I want nothing more to fuck your amazing breasts, Fluttershy. But."

Fluttershy was turned around and push over to the tall mirror that was in the corner of the room.

"I'm going to fuck you from behind." Twilight whispered into Fluttershy's ear. Fluttershy's pussy was soaking wet, and Twilight could see it. "I want to see those giant jugs bounce around as I'm fucking you.

Fluttershy's face was red.

Twilight forced Fluttershy to bend over with magic, she then grabbed Fluttershy's arms. Twilight aim her cock and enter the pussy.

"Ahhh~" Fluttershy moaned loudly.

"You like that, don't you?" Twilight asked as she started to thrust.

"Ahhh, ahhh, ah, yes, master, I love it."

Twilight could see in the mirror that Fluttershy was enjoying the sex. Her body was moving with the thrusting, her big breasts were swinging and hitting each other. The sound of their bodies were smacking together, as their sex was getting wetter.

Twilight could hear the other girls moaning as they were pleasing themselves as they were watching the act. But Twilight forced that out as she looked down, seeing the blood on her dick. Before this, Twilight never had sex with Fluttershy as she was too caught up in fucking Fluttershy's breasts, and being too soft as she was a weakening nerd back then.

"AAAHHHH!" Fluttershy screamed in pain and pleasure, as she felt the blood of her virginity flowing down her leg.
"You were a virgin, well, you're not anymore. And from now on, I'll be your first and only." Twilight was surprised, but the feeling of Fluttershy's tight and warm pussy made her go wild. Her thrusting went faster, shaking the mirror from her force, but also from Fluttershy's boobs hitting it as they swing around.

"Yes, master, I was a virgin. My first time is with you. Thank you, master. AH, YES!"

"Oh, you're tight. You're squeezing me, Fluttershy." Twilight's breathing was heavy, as she was enjoying this. "Fuck, yes, squeeze me."

Fluttershy did just that, tighten her pussy, making her master go wild. "Yes, master, you like that? Do you love the way my pussy feels?"

"Yes, I love it. I can't believe you're so damn tight, fuck, this is amazing."

Twilight could feel the pleasure building, her cock twitching. Taking Fluttershy's virginity and seeing her breasts bouncing around, made her more excited, and her mind was in ecstasy.

"Fluttershy, ahh, ahh, I'm going to cum soon."

Fluttershy was also near her climax, and she wanted to have her master cum inside her, so she used her strength to make her pussy tight. "Yes, please, ahh, ahh, let it out, cum inside me. Give me a wonderful family."

"Yeah, I will. I'm going to flood your pussy and womb, and get you pregnant like the others! You will be the best mother, as your giant breasts will keep all the babies well-fed! Like a wet nurse!"

They were both close, and as Twilight was about to blow her load. The other girls were watching and came. Their juices squirting out and hitting their masters' back. That sudden action made them came at the same time. With a powerful thrust, Twilight unleash her massive load into the yellow Pegasus.

"OH, FUCK, YES!"

"AHHH, MASTER, YES!"

Fluttershy was shaking, her climax was great, and her body was shivering from the orgasm. But her pussy was holding tightly onto the cock, milking the cock for more of its sweet semen. Twilight was enjoying the pleasure, as she had a lot to give. After a bit, she pulled out and let Fluttershy go, catching her with magic as she dropped to the floor. With loving care, placed her on the floor carefully. Fluttershy's ass was up, and the cum was leaking out, and a small puddle was forming.

Seeing that, Twilight felt proud. She turned around, seeing the others filled with her seed, and they were smiling, looking at their master with lustful eyes.

Twilight smiled, knowing her mission was completed... well, almost as she looked over to Rarity. She was all that was left, like she promised her pet. She will fuck again. She will always fuck again during a session, as Rarity is her favorite. She walked over to the bed and sat down, looking at Rarity.

"It's your turn once more, pet. Come." she ordered, tapping her lap.

Rarity smiled as she got on all fours, crawling her way to her master, happy that she was going to be fucked again like what was promised to her.

Twilight watched as Rarity made her way to her. Her legs were apart and ready for the fashionista turned pet as she loomed over her. Once Rarity was close, Twilight placed her hand on the unicorn's head and pulled her close. Their lips locking into a kiss, a hot and passionate kiss.

They were making out, and Rarity was moving her hips, feeling the cock getting hard. Twilight could feel her cock getting hard as her pet was moving her hips and pussy against her cock. Breaking the kiss, they panted.

"Master, fuck me, please, master. Fuck my brains out."

"I will, pet."

Saying nothing else, Twilight slammed Rarity on the bed. Rarity could see Twilight's wings opening and spreading wide. With her wings opened like that, Twilight looked more intimidating and powerful. It was hot, and Rarity loved it.

Twilight raised her arm and summoned the chain that burst out of the collar and wrap around her wrist. Using it, she pulled her pet closer and kiss her again, forcing her tongue into Rarity's mouth. Rarity moaned as Twilight's free hand grabbed her breast and started to grope it.

"Fuck, yes, master, touch me more."

Breaking the kiss, Twilight shoved Rarity back on the bed. Wasting no time, she forced her cock into Rarity's vagina hard. She started to fuck her in a mating press. Twilight's thrusting rock the bed hard.

"AAAAAHHHHH~" Rarity moaned.

"You like that, my dirty little whore." Twilight growled.

"Yes, ahh, ahh, yes, Master, it feels amazing."

"Good, I want nothing but my cock to ever enter this pussy. Mine, and mine alone, got it?"

Rarity nodded her head.

"Good, I'll breed you again."

"Oh, please, yes. Please, breed me. Make me the mother of your child. I want a big family like others you promised."

"Don't worry, I'll give you what you want."

Twilight started to thrust harder and faster, making Rarity go crazy with pleasure.

"AHH, OH GOD YES, FUCK, AH, YES!"

"Take all of my cock, you slut."

The room was shaking as the two were having rough sex. Rarity's breasts were bouncing, her body shaking, and her pussy was getting wetter and tighter. As Twilight was thrusting, her wings were flapping in sync with her movements.

Twilight was enjoying the sex. It was the best yet, and she was sure that was because she was the one leading, not the other way around. She could feel Rarity's arms wrapping around her neck, pulling her closer.

"Please, master, more. Harder, give me more. Make my pussy yours and only yours."

This made Twilight smiled hard. She kept thrusting, wanting her pet to howl like the bitch she was. She wanted her to be louder, so the whole town can hear her and know that she was the one making Rarity scream in pleasure. She belonged to her.

Twilight's hips were moving so fast, that the bed couldn't handle the pressure. It gave away and broke. The two hit the floor, but Twilight wasn't stopping. She kept going, even more so as the angle change slightly. Twilight pushed her body forward, forcing Rarity's legs that rested on Twilight's shoulders, were pushed along as well.

"Oh, gosh, ahh, ahh, ahh, YES!" Rarity screamed.

Twilight could feel the pleasure building, she was getting close, but she still had a lot to give. So, she was trying to hold her release, but Rarity was so good.

"M-Master, ahh!"

"That's it, pet. Say my name, scream it out for everyone to hear."

"Y-Yes, master. Oh, gosh, I can't believe I was waiting so long for this."

Twilight shook her head. "No, say my name! Say who is your master, lover, pet owner, the leader of this loving harem! SAY MY NAME, PET!"

"AH, TWILIGHT, YES!"

Twilight kept thrusting her hips, and they were going wild, and her wings were moving around. Rarity couldn't believe how much pleasure she was feeling, her body was shivering in excitement. Twilight could feel her cock twitching, her balls were getting ready to deliver a huge load.

"AH, AHH, TWILIGHT, MORE, I LOVE IT. AH, AH, FUCK, YES, HARDER, HARDER, PLEASE, MASTER, YES, FUCK ME, BREED ME, MAKE ME PREGNANT, YES, AHH!"

"FUCK, YES, HERE, IT, COMES, YOU BITCH, I'M CUMMING!"

Twilight was cumming, her semen was flooding Rarity's womb. It was so much that Rarity's stomach started to expand, the cum was leaking out of the pussy. The two were cumming, and it felt amazing. They were both breathless, as their orgasm was slowly dying.

As their orgasms died down, Twilight let Rarity's legs go and stood up, her cock sliding out. Finally, her cock going limp for good. As she stood before Rarity, she had the biggest grin as her eyes were glowing with powerful magical energy. Seeing Rarity's stomach so round and full of cum, it made her look like she was pregnant.

"My, you look so sexy right now, pet. Look at you, so full." Twilight commented, her voice sounding mighty.

Rarity didn't answer as she was breathing heavily. Her face was red, and she was drooling.

"I-I...love..."

Twilight pulled Rarity up with magic. "You love what?"

"I-I love..." Rarity's body was shivering.

"Spit it out, whore."

"I love you, Twilight!"

Hearing those words, Twilight pulled her in and kissed her so passionately. The two made out for a full minute. As they pull apart, they panted.

"I-I-I love you too, my beautiful slut." Twilight whispered.

Twilight turned to the rest of her mares, all looking at them with amaze and awe. Twilight used her magic to pick all of them and pulled them into her. One by one, Twilight kissed them all as she hovered there over the broken bed.

"I love each one of you. I love you all!"

Twilight finally set herself and the others down, her powerful raw aura she had going was gone. She wrap her wings over all five mares, hugging them and keeping them warm, keeping her loves warm as her children were growing inside their mothers. She was also holding her future kids with the loves of her life, and it felt wonderful.

After a while, Twilight let them go and everyone was resting and chatting... while Rarity was still kind of out there as she twitches. Twilight wiped her forehead as she worked up a sweat. She happily looked at her mares, hearing them what they were going to name their future kids, and what will happen next.

But as she was about to join the conversation, she felt her throat was dry. She needed a drink from the kitchen and something for her mares, as leader of this harem, she needs to care for them. So, she turned around and walk to the door, to open it. As she did so and enter the hallway, she step in something gooey and wet on her bare foot. She looked down and sighed with annoyance as she looked at the puddle and snacks with a dish near it that she was standing in.

"SPIKE! YOU BETTER CLEAN THIS MESS UP!"

Many Months later

Spike was sweeping the main lobby of the library, when sudden he could hear chatter outside and was getting closer. The door to the library opened, Spike only stare at the shadows of who was walking inside, which were Twilight's harem. Talking about babies stuff as they enter the living room of the tree home. Spike turned around in time to see Twilight entering and closing the door with her foot. He couldn't help but smile at what he saw.

"...ugh..." Twilight groan.

Spike could see that Twilight was carrying ton of baby stuff to the point that her magic was working overtime to carry all the things that her wives had bought after the check-up with the royal doctors in Canterlot.

Twilight walked over to the chair and dropped everything as she sighed with relief. "Finally, I can sit down." she fell into the chair, tossing her heels to the wall as her fight was killing her.

"I see the girls had bought some more things, huh?" Spike dug through one of the bags. "They should at least wait for the baby shower in the coming weeks."

Twilight was too tired to move her body to nod. "Yeah..."

As she was resting, she remembered something. She slowly sat up right and smiled at Spike.

"Spike, take a letter for me!"

Spike placed back a baby shirt that said 20% cuter, no doubt Dash had bought it. He got a scroll and feather pen.

"Ready."

Twilight leaned back and looked up at the ceiling.

"Dear Princess Celestia. Sorry we couldn't see you today as the girls wanted to head home right away as they wanted to go over some stuff for the babies."

As Spike was writing Twilight's letter, the two could hear the girls talking in the living room, about names for the babies, how they will take care of their babies, and what to do when the kids were born.

"We will see you soon, but the girls need to settle down and get use to their new lives, being mothers..."

Twilight smiled as she could see all of her lovers having a good time, while their bellies were so big. It was wonderful sight to see for her.

Fluttershy was wearing a sundress, her massive breasts became even more bigger thanks to her pregnancy. Applejack was wearing similar outfit, but more western with having small red scarf, as her boobs were also bigger. Dash was still wearing her normal sporty outfit, but proudly showed off her stomach AND having normal size boobs. Pinkie was munching down in weird food thanks to her craving, but also she was the one whose breast grew the most... of course, Twilight and others believed it wasn't just her being pregnant, but getting food with the food she has been eating. Finally, Rarity is wearing a red dress, her breast has increase in size like the others. Rarity had the biggest belly out of the girls.

"We stopped by the royal doctors in Canterlot. The check-up went very well, as the scans of the babies came back perfect."

The girls were giggling and laughing, as their hands were rubbing their stomachs, feeling the babies kicking.

"I wanted to tell you in person, but I can't wait! Applejack and Rainbow Dash have twin foals! AJ and Dash been having a little contest of who will have the twins first." Twilight looked away from them and at the bags on the floor, taking things out. "With the odds of AJ and Dash having twins, somehow Pinkie Pie and Fluttershy have triplets. The odds for that were slim to none, but the scan showed it. And, Rarity, somehow, is carrying the most babies with." she paused, making Spike look at her, confused.

"I'm not kidding, Celestia. Rarity is pregnant with quintuplets!" Twilight smiled so hard as she took and held the fancy looking milk bottles, no doubt bought by Rarity. "I'm going to have fifth teen kids! FIFTH TEEN!!!" she placed the bottles back in the bag and was filled with overwhelming excitement. "And, we have all been blessed, my dear teacher! AJ gonna have her wish of having a big family! But there's another reason I'm writing this letter."

Twilight looked around the place, then standing up and walking to the doorway of the living room. She could see all the girls in the small living room, still chatting away.

"Princess, Celestia, my mares and our kids will need a bigger place to live in. Since you want me to be the next ruler of Equestria in the coming years, I'm asking to use the royal funds to build a castle. My family deserve a large place, and not the simple house. I love my house, but my wives and future children need more room to roam, play, and have a big backyard and garden for them to enjoy in. Please, send your response, as I really want to get the ball rolling, and have the construction team build the castle. Thank you, and hope to see you soon. Your faithful student, Twilight Sparkle."

Spike rolled the letter up and blew his green magical flames on it, sending it away. Spike went and started to put the bags in the kitchen while Twilight looked at his happy family, who took notice of her. Their eyes turning from joy to lust as Twilight walked them. Twilight raised her dress, her cock string out, throbbing with desire.

All the girls started to worship Twilight's cock, licking the shaft to kissing it all over. Praising it with such words. They lick and kissing until Twilight couldn't hold it anymore and covered them in semen. They started to clean her cock and eating all the cum not only from the cock but each other faces. They soon moved away and placed their breasts against, trapping the cock in the greatest breast sandwich ever. They all started to move, pleasing their master. They were out of sync with their massages but that made it so much better. Twilight's dick was in heaven as it was a non-stop titty attack, her whole cock was melting with the pleasure that she was feeling.

"Yes, yes, yes, I love you all. I'm so happy you are mine, forever." Twilight smiled, her mane started to flow like water. "I love this harem so much!"

She blasted her next load all over their chest and faces, covering in the gooey white seed. Marking them as her dear mares.

End

Author's Note

And we came to the end! On new years no less!