Haremship Is Magic

by DATONETWIxDASHFAN

Rating: mature
Tags: Alternate Universe, Rainbow Dash, Romance, Porn, Fetish, Rarity, Profanity, Non-consensual, Fluttershy, Slice of Life, Sex, Twilight Sparkle, Anthro, Main 6, My Little Pony: Friendship is Magic
Length: 44489

Twilight learns she needs to make a harem to keep the Alicorn bloodline going, all she needs is her friends help...

After meeting with Celestia, Twilight learns that once she became an Alicorn, she needs to follow the Alicorn law and make a harem to help keep the Alicorn bloodline going.
The problem is? Twilight has no rizz to get any mares. Celestia suggests Twilight's friends and shouldn't be worried about failing this task as she tells her something. That every Alicorn is an alpha and same goes with Twilight now. Her alpha side will aid her... she just didn't know she would get a cock and balls as well.
Haremship is magic... is it like friendship and the whole friendship magic? Dunno, but let's find out!
Edit: Featured on the front page on 11/23/24! Thank you! Even though the first ch. was the wrong one! :twilightblush:
Again on 11/24/24

fetishes:futa, titty fucking, deep throating, cum inflation, hand job, wing job, ass job, ass play, food play, pet play, mind break, foot job, face slapping with a cock, jackhammer, doggy style, dom and sub, more to be added as more chapters are release

This is a commission for Tailsic
I'm open for comm btw! So if you like this and want a story to be made, hit me up!
Artist is @WhiteSkyCore on Twitter, warning NSFW

Published 2024-11-23 05:50:01 UTC
Last updated 2025-01-01 09:15:01 UTC

Prologue: I HAVE TO DO WHAT!?

Author's Note

lmao the site didn't save the updated version. my own fault in not re-reading it like always. Removed the rejected ver with the correct one. oopies :twilightoops:

Prologue: I HAVE TO DO WHAT!?

It was a normal day in Ponyville as the town folks went about their day. It was peaceful and no worry or panicking day for no one.

"AH!"

...well, almost no one.

"Twilight, are you okay?" Spike asked as he rush into the living room of the tree house, only to find Twilight, wearing a boring and nerdy librarian outfit, rushing through a list as she was setting plates and different amount of snacks.

Twilight placed down a hard apple cider jar down with a loud thump, "No! Do I look okay!?" she quickly placed different apples treats. "AJ's most favorite snacks. Fluttershy's most favorite treats. Rarity's favorite treats..." She said as she started to put them down for each of her friends.

Spike sighed. Twilight has been like this since yesterday after meeting with Celestia...

Within the private personal room of the Princess, Twilight was drinking tea until what she heard from her teacher. She spit out her drink and coughed.

"WHAT!?"

Celestia, looming over the little new Alicorn, her body glowing with slight golden light, wearing a goddess-like gown that showed off the blessed huge chest, and the sun shining down on the balcony where the two were having tea. "Let me repeat myself, Twilight. Since you became an Alicorn, you are now by law of Skyros to have a harem."

Twilight was breathing into her lunch paper bag, trying to calm down her nerves.

"It's not that bad." Celestia said.

Twilight looked at her teacher like she grew two heads.

"Well, maybe the timing is, but it's fine~." she giggled, but seeing how Twilight was still acting, she stopped and took a drink.

"Why do I even need a harem anyway?!" Twilight exclaimed. She heard of harems before in the history books, where old kings and princess would have harem, but these were the past. Not the present.

"Well, I can't lie, but the fact of the matter is that Alicorns are known to have the ability to be very fertile, which can give rise to a new generation of Alicorns. It is also for the safety of our kind, as race mixing over the millenniums caused our kind to become less." Celestia said with a small sigh, "So, to prevent the extinction of our race, Skyros the first, the founder of the Royal Bloodline, decreed that all Alicorns must have a harem and have children with the earth ponies, then later on, all three ponies races."

Twilight felt the world spinning. She had a lot to process. She did by getting off the chair and slowly laying on the floor and rolled up in a ball. Celestia tip her head in confusion.

"Twi-"

Twilight started to scream, her hands on her head and moving back and forth.

"OHMIGOSH, OHMIGOSH, OHMIGOSH! WHY ME!? THIS HAS TO BE A DREAM! NOPE, THAT'S WRONG! IT'S NOT A DREAM! OHMIGOSH, THIS CAN'T BE REAL!"

"Twilight, Twilight. It's alright."

Celestia used her magic, lifting the poor mare off the ground and into the lap.

"Listen, I understand this is a lot to take in, but why are you so upset? You hav-"

Twilight grabbed Celestia's dress, looking up at her. "I NEVER DATED ANYONE! I'M STILL A VIRGIN, AND NOW I HAVE TO CHARM ANY PONIES TO MY BE MATE! HOW!?" she get go and waved her hands at her body. "I'm not like my friends, who have great body features! I'm the most unattractive one in our group! I have a flat chest and my ass is small!"

"That's not true!" Celestia said. "You are the most beautiful Alicorn. Any stallion or mare would kill for a chance to have you." she could see that didn't work on her former student. "Twilight, listen. You don't need to go out and 'charm' any stallions or random mares."

"I don't?"

Celestia pat her head. "You don't when you already have perfect mares for your harem."

Twilight blinked. She was thinking who, but no one came to mind. "Who?"

"Your friends, silly."

Twilight started to laugh, "Pff, good one, Teacher."

Celestia was staring at Twilight, her eyes were saying she was not kidding.

Twilight looked at Celestia's face.

"...You're serious."

"I am."

"...Oh, Celestia, why me?" Twilight said, placing her hand on her face.

"Because it's easier." she stoked Twilight's back. "I was the same as you a long time ago. My harem were all my friends, and today their great great great and so on grandkids are among us like Blue Blood."

"But... but if I asked them this, this might ruin our friendship." she looked back up at her, tears in her eyes. "Or they won't see me the same way again... or-"

Celestia hugged her tightly, rubbing the back of Twilight's head.

"Shhh, it's okay. Listen, I have a plan." she smiled. "All you need to do is invite them for a lunch in, chat, tell them how you feel about them and reveal what you have to do. Easy!"

They broke the hug.

"That doesn't sound easy, princess..."

Celestia laughed...

Spike watched as Twilight set the last item on the table. She was done putting all of her friends most favorite snack and drinks. She looked around.

"Okay, all done, just need to wait for them to arrive and-"

The door was kicked open, "YO, TWI! WE ARE HERE FOR THAT FREE LUNCH!!!" it was Rainbow Dash, wearing a yellow tank top and cyan shorts with running shoes.

"Rainbow! That's unladylike!" Rarity said as she entered, wearing a black summer dress and toeless high heels. "Sorry for that, darling."

"It's okay, Rarity." Twilight smiled. She let her them in, Dash mocking Rarity as she flew by, and she could the others behind them.

AJ was wearing her farmer clothes, classic button up shirt and blue jeans and boots, while Pinkie was wearing yoga clothes as she was coming from yoga classes. Fluttershy entered, wearing a turtleneck green sweater and brown skirt. Twilight never understood why Fluttershy always wear sweaters during the summer, but she didn't mind it.

"Wow, Twi, you have a feast ready." Dash said, pop opening a cold sports drink.

"I hope it's okay. I thought we can have lunch together." Twilight said as she closed the door.

"Of course, darling, it's perfect." Rarity said as she took a seat at the table.

"I can't wait to eat the cupcakes. I'm starving!" Pinkie said.

"I'm just glad to be here." Fluttershy said softly.

"Great, now that everyone is here, we can start."

"Well, then I'm off to the comic bookshop, see you ladies later!" Spike walked by them, but bowed to Rarity and then fully left.

Twilight sat down and started their little get-together.

An hour later

Twilight felt was it time, and she stood up, making a speech.

"I'm happy you all can join me. I thought we could talk, but not just any talking. Like deep, soul-searching talking." Twilight said, looking at them, who looked confused. "Like, um, what we think of each other, or something like that."

"Are you okay, sugar cube?"

Dash tossed a grape into her mouth. "Yeah, are you? I notice you been sweaty."

"SWEATY!?" Twilight shouted, sweating more.

"Yeah, see! But more often. What's up?"

Everyone stared at Twilight, who was sweating buckets, and they saw a nervousness.

"Um, I have an announcement to make, and it's not a good one...well, depends really." she could see all her friends now looking at very worried, but she continued, "Princess Celestia told me, that since I'm an Alicorn now, I have a duty. A duty I can't avoid." she closed her eyes, "I have to keep the Alicorn bloodline going!"

"WHAT!?" the others shouted.

"Twilight, are ya telling us ya getting married!?"

"Good heavens who are marrying? Some rich noble, darling?"

"Wow, I never thought Twi will be the one to beat us in getting married or having a partner."

"I'm so happy for you, Twilight!"

"How can we help!? I can do the wedding for free!"

Twilight could see how happy her friends are, and she knew deep down her friends will always be there for her. Why should she worry about this? Of course, they will join her harem with no questions ask.

"Girls, I'm not getting married!" she could her friends confused and puzzled faces. "I'm getting a harem." she felt so much weight was lifted off her shoulders, and she continued. "And I want you girls to be my part of my harem!" she had a big smile on her face.

The room was silent... a very awkward silent that Twilight started to sweat again... even more as Dash started to laugh. She quickly explained that this wasn't a joke, that it was real and wanted them to be part of her harem since they are good friends already and love each other.

Dash pointed at her as she placed her feet on the table. "Twi, look. If you were maybe hotter, I would be down, but you aren't my type."

Twilight drop into her chair, stunned. "What?"

AJ wiped her mouth after drinking her jar. "Rainbow right for once, well not the other parts!" she punched her in the shoulder hard, causing Dash to yell and rub her shoulder. "Anyway, we don't have that kind of feelings with you, right girls?" they all nodded.

Twilight was dumbfounded when she heard that. She didn't know how to respond. The only thing that came was "Why?"

"You have no boobs." Dash stated., before getting punched again. "What!?"

AJ turned back to Twilight with a honest smile. "Look, I'm into strong stallions, not mares, so I'm a no go in this."

Rarity and Pinkie stood by Twilight's side, trying to cheer her up, as they explained their reasons.

"I'm into stallions too, darling. Mares aren't my cup of tea per say."

Pinkie held up a cheese sandwich. "Same here! I want to marry someone who's weird and loves jokes and parties like me! Like this cheese sandwich!" she tossed it into her mouth.

Rarity forced Twilight up. "Look at you darling. You can find any stallions or mares out there." she spun Twilight around, "You have a wonderful body! We aren't just made for you, sorry."

"So don't be sad! Be happy!" added Pinkie.

Everyone turned to Fluttershy, who just hid away in her long pink hair. "...I agree with everyone here, don't give up Twilight..."

This went on for a good few minutes, telling her helpful and encouraging things. After their final comments, the girls were done and headed out.

"See ya, Twi! Good luck on your harem." Dash started to snicker as she knew Twilight was going to fail that. "Smell ya later!"

She slammed the door, leaving Twilight alone at the table. She slowly lean back and started to sink down in sadness...

Hours later, Twilight was in her bedroom. She was looking in a mirror in her underwear. She could remember the comments Dash made about her breasts. Even about how she wasn't hot, sure she wasn't the hotest mare around, but like her friends and Celestia told her. She could get any...

"Who am I kidding...I look awful compare to how Celestia and Luna look. They are sexy goddesses! Me?" she did a sad twirl and sighing sadly. "Dash is right. I'm so..."

"Boring?"

"WHAT!?"

Twilight heard her own voice, but it sounded so much different, so... confident, so... powerful, so... seductive.

"Look at yourself. You're boring. Nothing but a nerdy librarian."

Twilight tried to find the source, but nothing.

"You think just because you have powers and wings and a horn, you are an Alicorn. You're nothing but a loser."

"Shut up! Who are you!?"

"Over here, you beta Alicorn nerd."

Twilight turned around, looking into the mirror. She was surprised to see herself... well, not really her as this Twilight was much taller, stronger, having breasts that rivaled Cadance, and most importantly, she had a...

"Like what you see, babe?" Alpha Twilight asked, showing off her massive and long cock.

Twilight remembered something that Celestia told her...

"But there's something I don't get. If this is to help with Alicorns by having more Alicorn babies... why am I asking my friends to be my part of harem? They're all mares like me." she started to giggle a little. "Even though Dash doesn't act like one."

Celestia joined in the laughter. Soon, she started to explain. "Because we Alicorns are hermaphrodite."

Twilight had her eyes closed, nodding. "Right, hermaphrodite! Of cours- WAIT WHAT!? YOU HAVE BOTH FEMALE AND MALE GENITALIA!?" She could see Celestia nodding. She couldn't believe it. She pulled back her skirt, looking down in horror. "I-I-I can have penis and vagina?!" she only saw her vagina.

"That's right. You can. But you can switch between them." Celestia's horn glowed, and soon Twilight felt something underneath her moving. She looked down and blushed as she could see a long and supermassive white cock that she have ever seen in her life. "You can mate with other mares like this, we became like this because of how little stallions you ponies have. It also what saved your race from dying out. Unicorns and Pegasi weren't a thing you know. Remember, those two races are a product of cross-breeding between Alicorns and Earth Ponies."

Twilight was so lost in all this new info, it also didn't help Celestia's cock started to raise up as it started to leak pre-cum.

"You are a young Alicorn, soon your Alpha side will awaken."

"What now?"

"Since we Alicorns have a harem, it's like a wolf pack. We are the Alpha, the leader. The mares and stallions in the pack are the Betas. As an Alpha, we have the ability to control and command our harem, making them more obedient."

"Like mind control!?"

"Not exactly, we are just..." Celestia blushed as her cock shot up a little, making Twilight ride on it. "More forceful and honest, and can use our charm and wits to convince and get what we want."

Twilight had no idea how Celestia's cock could hold her up. "Now that sounds like forceful rape."

"It's not, I swear. The Beta doesn't feel uncomfortable, and they will fight back if you did something they didn't want."

"...That makes no sense."

"I'm an old mare, and I still don't know how this works either."

"What if it doesn't work?"

Celestia chuckled. "It will."

Twilight got closer to the mirror, touching the surface.

"Are you my-"

"Alpha side? Damn right, loser."

Twilight had to think this through, if her Alpha side was coming out, then that means...

Without warning, Twilight's Alicorn magic started to go off on their own, covering her with a powerful aura. She was floating into the air and soon, there was a big white flash.

THUD

Twilight feel on the floor. She slowly stood and looked in a mirror. She could see her Alpha side was gone, only her normal body was there including her long and thick cock that poking out of her boring lame panties, while her big heavy nuts were slipping out of the sides...

"WHAT!?"

She looked down and yup, she had a cock now.

"Liking my cock?" Alpha said within Twilight's mind.

Hearing Alpha's voice within her made Twilight screamed, backing up until she fell into her bed. Her long dong falling on top of her making her scream.

"STUPID LONG DICK!" she tried to grab it and toss it, but couldn't. It was too heavy.

"Hey, hey! My dick is not stupid. It's a masterpiece."

"Oh, yeah, and why is it so big?!"

"Because, we're the Alpha."

Twilight sighed, her dick resting on her chest.

"Okay, so you are my Alpha... what are you meant to do?"

"Damn, for a smart nerd you sure are fucking stupid, huh?" Twilight suddenly felt her cock smacking her cheek. "WAKE UP IDIOT! I'M HERE TO HELP YOU TO BAG THOSE HOT AND SEXY MARES TO BE PART OF OUR HAREM! AND WE WILL SHOW THEM THAT THEY WERE WRONG FOR DENYING US!"

Twilight was shocked. That's right. Celestia told her, an Alicorn's Alpha side is meant to help them get a harem and show them how wrong they were. She could also remember her friends denied her proposal to be part of her harem... she started to feel something.

Twilight was feeling strange, like was upset but there was something else there. She placed her arm over her eyes. 'Stupid girls, not wanting to be part of my harem! What's wrong with me being the leader?' soon, she started to picture her friends. She could see Dash. 'Stupid Dash, saying my boobs are small when she's flat chested herself... but she makes up for it with those thick wings and legs...' Twilight's other hand started to stroke her cock, letting her perverted thoughts run wild. 'She has a nice small ass too. When she wears those runner leggings, it brings out how round and plump it is, and I love how her rainbow tail pops out from behind her. And her mane, oh how I love how it's cut short and the way her eyes are just a lovely shade of pink.'

'Rarity is just a slutty bitch...' her cock was throbbing, leaking pre-cum onto her chest and tits. 'Telling me she's into stallions, when she wears slutty outfits like that. She acts like a suck up bitch because she has never been laid in her life. Fuck her and her stupid slim sexy body, her nice legs while she wears pantyhoses...' Twilight's cock started to raise up as she kept stroking it.

'AJ's so hot with her muscles and hardworking personality, but her ass is perfect!' Twilight's other hand started to squeeze her left breast. "Such a perfect ass, firm and strong matching her beautiful body." Twilight couldn't stop masturbating. 'And Pinkie, dear lord her huge ass! I want her to sit on me! That would be a dream come true.'

"What about Fluttershy?" Alpha asked, and Twilight could hear that the voice was sounding very sexual.

Twilight could see Fluttershy's cute face, her beautiful long pink mane and tail. "So pretty, just a cutie. Her large fun bags! She always hides them in those damn sweaters! She should let them out and show them off, they look soft." she bit her lips, feeling a tightness. She could see her friend's body.

"Oh Celestia, what I would do to those massive breasts! I want to put my cock between them and fuck them. Fuck them all day and night, letting the softness warm my dick and balls!" she couldn't hold it back, and she came. Her cum shooting into the air, landing on her face, breasts, and belly. It was hot, and some of it went into her mouth, making her shiver. "I want to suck her massive boobs, making her moan as I please her. I want to fuck her pussy, filling her with my seed and make her preg-" her eyes shot open! "WAIT! WHAT AM I DOING!?"

She sat up, seeing the white semen all over her body, she could even see how hard her cock still was. She poked the head, making her make a cute moan and shoot out drips of cum.

"What happened to me to just now?"

"You jerked off, what does it look like, loser?"

"Shut up, and where did these thoughts come from!? I never felt this way before. And I NEVER thought about my friends sexually like this."

"It's because your Alpha side, aka fucking me, is starting to show itself."

"WHAT?!"

Twilight was suddenly smacked in the face by her dick, leaving cum on her side of the face. "Listen nerd, you need to stand up and stop being a lame ass bitch cuck! Be strong and go get those bitches and make them your sluts."

"My friends are not sluts!" Twilight shouted, making her cock swing up, hitting her face and smearing more cum.

"You're right, they are bitches. So you need to knock them down a few pegs and make them your sluts, just like Celestia, and Luna did with their own harems."

Twilight didn't like this talk. "No, I'm not going to hurt my friends. I love them!"

"They are just fucking useless and weak whores. You're too nice to them, you need to show them their place, which is underneath us."

Twilight was angry now. "I said NO! I'm not going to treat my friends like this."

"But it's okay for them to treat us like dirt!?"

Twilight froze and confused. "W-What!? They didn't treat me as-"

Alpha started to laugh and pet Twilight's little head. "You really think that, huh? You heard what said Dash, right? The others too."

Twilight pushed the cock away. "Dash said stupid things, sure but my friends di-"

Twilight was smacked across the face and was suddenly shaken by Alpha.

"Holy hell, open your damn eyes! They were doing the same, but more subtle in their words! They were like Dash, hurtful! AJ doesn't think you are strong, Rarity doesn't find pretty and so on!"

Twilight was stunned after Alpha let her go...

"Do you remember what Celestia told us? We need a harem. We need to help make the next the generations of Alicorns. If you fail, then that also means YOU become alone and failed all of the Alicorn race, just a loser nerd that's going to be alone forever. Maybe own a few cats while your friends find mares and stallions, then having a family WHILE YOU ARE STILL IN THIS TREE AND HAVING A CAT NAME TARA STRONG! WHILE THE DEAD ALICORNS BEFORE US LOOKING DOWN AT YOU IN SHAME!"

Twilight had tears coming from her eyes...

"We were trying to be nice, and they said those things. We were being polite and they were assholes. They need to learn their place."

"You're right... they did say mean things..."

Her cock slowly got closer to her, making her flinch with fear..., but she felt a caring touch as it wipe a tear from her eye. "See, and you're the one who is always saying 'friendship is magic' or whatever bullshit you nerds say."

"Friendship IS magic."

"Right, so if you're the nerd who knows this friendship magic, then show them their place, and become their Alicorn Princess master." Her cock hugged her by laying over her shoulder. "If friendship is magic, then surly haremship is magic too, right? It's better than friendship as you are closer to them than as friends. You'll get the best of both worlds. Plus, you can have a family with them. You're always going on about how you see them as family, like sisters. Don't you want that? To have a big happy family?"

Twilight hugged her cock back, she was sobbing as she nodded. She did, she saw her friends as family and loved them, but if they are going to be her mates and have a family, then maybe haremship will work.

"It's for the best, Twi. I promise, we will have the best time, and it will work. Trust me, as I'm your new side, the better and cool side."
Twilight looked at her dick, and it felt like it was staring back. She started to giggle. "You sounded like Dash there!"

Alpha laughed back. "Please, I'm way cooler than her. Hell, we are more powerful than her or any of our friends. You know first hand when your magical powers awaken. But, you're still the same boring loser you are. You're only getting a confidence boost and a kick-ass attitude, which is what you needed in the first place."

"Yeah, I can't deny that."

"So, are you going to stand here with cum all over you or are we going to get our harem and make the past Alicorns proud of us as they looked down at us?"

Twilight could feel something, like it was something she was missing for years and that was her self-confidence. Her eyes shined bright, and she smirked. "Let's go. I want my harem. You know what to do, Alpha."

"Of course, baby."

Alpha's cock wrapped around Twilight and pulled her in, her body feeling like its melting away and into the shaft. They broke the hug.

The cock twitched, then it moved, grabbing a nearby towel and started to wipe the cum off of Twilight, tossing the towel aside, and heading to the door while Twilight was being dragged... until it stopped. Twilight wondered what was wrong.

"Alpha?"

Alpha slowly returned to her, looking at her in the eyes. Of course Twilight wasn't used to this yet as she was looking at her cock's head as it was dripping pre-cum.

"...instead of doing it today, why not we start tomorrow?"

Twilight gave a dumbfounded look. "EH!? WHY!?"

Alpha forced Twilight to the laundry room, where she had her friend's clothes that they left during a sleepover. Alpha's cock grabbed a few clothes, mostly panties and bras, and brought them close, making Twilight sniffing them.

"Mmm, these smell good, right?"

Twilight was shocked, and a little turned on. She pushed them away. "What are you doing?"

"Okay look, ever since you started to notice your friends bodies, the images are stuck in my freaking head, okay? I need to be at full power when we go up against your friends. Plus." she forced Twilight to hold all the underwears and forced her on the bed with them. "The more you cum, the more I start appearing. Not just in your big ass head, but part of your body."

Hearing that, Twilight remembered how Alpha looked, and she was so frilled to look like that. "I'M GOING TO HAVE BIG BREASTS LIKE WHAT I SAW!?"

Alpha laughed. "Wow, someone is sure breasts envy, huh? Sure, I can't get you as big as Celestia, but they'll be nice and big. Now, have fun with these while I gain more power."

Twilight's eyes were sparkling as she pictured herself with big breast, but she was snapped out of it as she felt Alpha smacking her with Rarity's dark green sexy thong making her blush.

"Want those melons, then start stroking! Think about your friends while you do it... damn, your friends bodies are fucking sexy."

Twilight couldn't believe her life was coming to this. She was being forced to jerk off while smelling her friend's dirty clothes, but it was for a good cause, so she could have a family and love life... oh, and making sure the Alicorn race keeps going. She didn't forget that, nope.

She was holding the thong close, using her other hand to stroke her big dick, while her noise was being filled with the scent of her friends.

"Ah, yes! I can feel my powers growing, keep jerking off you fucking loser!"

"I'm not a loser, asshole."

"Then prove it, and cum like a loser, hehehe."

"SHUT UP!"

She was stroking her cock harder, thinking about her friends. She could picture herself in a castle, sitting on a long bed where they all share. She could see them in sexy outfits like cowgirls to playboy bunny. She forced all of them to lay on the bed and their asses sticking out. One by one, she would shove her fat cock into each one, making them scream and moan as they were getting their brains fucked out. The sounds of flesh hitting flesh were music to her ears.

"AHHH! Oh, yes! I love how their asses clap and shake, Fluttershy's big tits flopping all over the place as I fuck her pussies. They are my sluts, and I'm their Alicorn Princess master." She started to move faster and harder. She could picture herself fucking Dash's thighs, then blasting her load all over them. "FUCK!" then she moved on to her wings, out of any Pegasus she knew or seen, Dash had the biggest and most fluffy wings. She loved the feeling of it as she did a wing fuck, feeling the feathers brushing along her shaft, and the softness of the wing's flesh. She loved the way Dash moaned and screamed in pleasure.

"YES, YES, YES! AH, SO CLOSE! FUCK, FUCK, FUCK! MY COCK IS GETTING SWELLED UP! IT'S GOING TO BLOW!" Twilight was screaming out in pure pleasure.

She soon pictured herself mating pressing AJ, showing her how powerful and strong she became. Not a weakling anymore, but a dominant woman. She could see AJ's sweaty and tired face as her breasts were flopping about. Her pussy was squeezing her cock, and she loved the feeling. "I'm going to breed you, Applejack. You're going to be a mother. And I'm going to do the same with the rest of the girls. I'll knock them up, and we will have the biggest family ever!"

She stroked faster and harder, as Pinkie's fat ass came into view. She smiled as Pinkie sat on her face, making her cum all over the place.

"PINKIE! YOUR ASS IS DAMN SOFT! I'M BEING CRUSHED BY IT!"

Dream Pinkie only laughed and started to shake her fat ass. "Hee, hee, hee! Yep! It's a soft ass, and the only one in Equestria!"

"IT'S THE ONLY ASS FOR ME!"

She kept stroking, but her focus was on Fluttershy. Her big soft breasts, and her cute face. She pictured her as her wife. Her wife and mate.

"Fluttershy! You're my wife, and the mother of our children! You're my everything and my future. I'm going to breed you and make you pregnant, so you can give birth to our young and raise them together."

"I love you, Twilight." Dream Fluttershy kissed her, and it made her heart and cock burst.

Soon, she pictured Rarity on the bed, naked in all of her sexiness, all alone. She always wanted to do this to her. Twilight pictured herself getting on the bed and jumping on top of her, fucking her silly.

"RARITY! I'M GOING TO FUCK YOU ALL NIGHT LONG, MAKE YOU SCREAM, AND GIVE YOU MY CUM!"

Dream Rarity only smirked and licked her lips. "I'm waiting, darling."

"THEN GET READY TO BE BRED!"

"I CAN'T HOLD IT ANYMORE!" Alpha and Twilight both screamed, as a jet stream of cum blasted out of the cock.

The stream of semen was so much that it hit the ceiling, covering the wood in white. Soon, drips started to fall down, making a pool of semen below.

"Woah, that was awesome." Twilight's body fell backward, landing on her own semen.

"Yeah, that was hot." Alpha's cock started to go soft.

"That was amazing." Twilight had a perverted look on her face. She never had lewd thoughts of her friends like that before. "I have been missing so much! I had endless flap material around me for the last few years." she could remember all of it, her friend's sexy bodies. She remembered how Dash's body looked in those fan made skin tight Wonderbolt suit, or AJ removing her shirt and leaving only her bra as she was working. Hell, watching Rarity as she modeled her underwear line to her for feedback. "I had such many chances and missed them."

"No worries, we got a lot of catching up."

"Hell yeah!"

"Good, keep going! I'm getting soft here, nerd! Keep jerking it off until we are ready."

"Yes, Alpha!"

Alpha was happy, her powers were getting stronger as Twilight started her next stroking session. Alpha could feel Twilight's chest getting slightly bigger. Hell, Twilight's small size was getting taller...

'Soon...'

End of Prologue

Ch.1: Claiming The Yellow Mountain Tops

Twilight was walking the dirt road, wearing an oversized dress as the summer's sun was beaming down on her. It was a bit hot, but it didn't matter, she had a goal. But as she walked through the quiet forest, she could hear Alpha complaining.

"Why are you so mad about?"

Alpha pushed the edges of the heavy oversized dress, sticking the tip of the cock out. "It's hot in here! Why are you wearing this anyway!?"

Twilight blushed as she kept walking. "Well, for one I can't wear normal clothes now because of you. Nothing can fit as you are poking out, hell can't even wear pants now because your outline is too noticeable. Also, I don't want ponies to see that I have a long giant dick, now do we?" she could Alpha making a counter to those reasons, but she stopped her. "Plus, I can't be walking around naked with my dick out, now can I?"

Alpha truly wanted to complain, but Twilight was right. "Fair point."

She disappeared back under the dress, allowing Twilight to walk normally again. As she walked, she wondered if she could do what Celestia did, by switching between having a cock, or least learning to hide Alpha with magic, but she deals with that later. She could see Fluttershy's cabin up ahead. She took a deep breath and hurried to it.

She stood by the door, her fist near it like she was going to knock but...

"Hey, what's the hold up? I'm sweating down here!" she peeked out from under the dress, Alpha could see Twilight blushing and looking so nervous. "Yo nerd, what's wrong? Don't tell me you're backing out."

Twilight snapped. "I'm not backing out! I'm just not sure how to start this..."

Alpha sighed, and used her power, forcing the hand to knock on the door. The sound echoed as Twilight was surprised.

"What the-"

"Listen, I'll take care of it, okay? That's my job." she went back under as they could hear Fluttershy's voice tell them she was coming.

Twilight lowered her hand and started to tap her fingers together as her thoughts raced, wondering if this was a good idea, but before she could say anything else.

The door opened, and standing there was Fluttershy, who was smiling at her.

"Oh, hey, Twi."

First thing Twilight noticed were Fluttershy's huge melons as they were being hidden in a tight sweater. "Ummm... hi, Fluttershy. Sorry for dropping by without notice, but I need to talk to you. It's important..." she wasn't even looking at her in the face, only her vast tits.

Fluttershy was confused, but she invited Twilight inside, and closed the door behind her.

Alpha was happy and surprised that Twilight's first step was going so well, and now they were inside. Fluttershy was a kind soul, and very gullible. All they had to do was lie, and the bitch would believe it.

"This is going to be easy! Start with the simple ones and work our...huh?"

Alpha took notice that she was getting slightly hard and slowly raising up. She could sense Twilight's thoughts, and they were about Fluttershy's breast.

"Hey, no one can hear me but you, so don't freak out but... can't believe I'm saying this, but keep it in your pants, you virgin loser!"

Twilight blushed, and forced Alpha to stay down. 'Sorry, I can't help it, especially when I'm standing next to one of the sexiest bodies.'

"Yeah, yeah, but save it for later, okay?"

"Okay."

She followed Fluttershy, and she saw her sit on the couch, her breasts shaking and jiggling within the tight swear. Twilight couldn't help it again as she felt her cock rising up.

'Stop it, please.'

Twilight forced her cock to stay down, but her eyes were locked on Fluttershy. Her cute face and beautiful light blue eyes, the way her pink hair was flowing behind her. Then, her eyes went strtaight to her massive breasts, they were so big and round, and she bet they were soft.

'Dear Celestia...'

She couldn't help but picture how they will look if they were free.

"Twilight? Are you okay?" Fluttershy asked, tipping her head.

Twilight snapped out of it, blushing like crazy. She could hear Alpha sighed with disappointment in how much of a virgin she was acting.

"I'm fine, Fluttershy! Why are you asking?"

"Um, well, you been standing over there and been sweating nonstop. Are you sick?" she leaned forward, her breasts jiggling more as her hands were on her knees, and Twilight could see it all happen.

'Oh lord...'

"Twilight, calm down, damn. Your dick is hard and trying to bust out of the dress."

'But... but... her breasts...'

"Fucking virgin nerd..."

Twilight couldn't speak, all she could do was drool and think about Fluttershy's body. She held her hands over her crotch area, keeping her cock from going up. She needed to be somewhere safe if her cock did raise up and reveal itself. She looked around and saw the kitchen. The kitchen table was perfect.

"H-Hey Shy, let's talk in the kitchen!"

She didn't let her friend have a chance to reply as she darted to the table. She quickly got behind it, and hid her cock, her hand holding it down.

"Okay, I can do this..."

"Twilight, are you sure you're okay?" Fluttershy called out from the living room.

"I'M FINE!"

Fluttershy walked to the doorway, looking in. "You don't seem fine."

'She is right, you fucking idiot. Calm down.'

She could hear Alpha voice in her thoughts, and she was right. Twilight needed to get a grip on her emotions.

'Calm down... calm down... I need to stay calm.'

She slowly took deep breaths, and it seemed to be working as she was feeling less excited and her cock started to go down.

'Okay, that's better.'

"What are you doing?" Fluttershy asked. She sat down across from her, as she sat in the chair, Twilight's eyes locked on to the sweater's neckline. She could see the valley of her breasts.

'Don't look. Don't look.'

"You're going to look, aren't you?"

'Shut up...'

She forced her eyes away, and looked Fluttershy in the eyes, her face was burning hot.

"I'm sorry, but you're acting strange." Fluttershy asked Angel to get them some tea that was boiling on the stove. She then turned back to her friend. "And I think I know why..."

Twilight was surprised. "What do you mean?"

Fluttershy took a deep breath, and Twilight was confused as Fluttershy's face was bright red. "Ever since yesterday, what you asked of us, I knew you were to be acting weird around us. I understand why, you think we won't look at you the same."

Twilight didn't know what to say, Fluttershy was correct. She was afraid of how her friends would look at her now after asking them to be part of her harem and them saying no. Finally, Twilight's horniness took a back seat and she became normal. She looked at her cup of tea that Angel put in front of her.

"...is our friendship...damaged?"

"NO!"

Twilight was taken aback by Fluttershy's response, as she had her hands slammed on the table. Soon, Fluttershy blushed as she noticed her outbreak and Twilight's surprised look. She placed her hands back under the table.

"No. Our friendship isn't damaged, I can assure you."

Twilight smiled, and felt better. "I'm so happy."

Fluttershy smiled and blushed a little. "So... um..."

The two became quiet, just looking at the tea in front of them. This long quiet became an awkward one as Alpha was complaining about this.

"Damn, I can't watch this shit anymore! Hey nerd, stop the awkwardness and start talking. We are here to ask her, remember? Now, ask!"

'I can't!'

"Why not!?"

'I don't want to force her. Plus, she clearly doesn't want to talk about the harem thing. I don't want to seem pushy...'

Alpha groan with annoyance.

"God! You two are acting like fucking school girls! Fine, I'll do it. Let's take a peek."

'What?'

Twilight was confused until she saw her hands move on their own, grabbing the edge of the dress and lifting it up, revealing her cock and balls. She quickly covered it.

'WHAT THE HELL ARE YOU DOING!? SHE'LL SEE!'

"Yeah, so? She might like what she sees! Hehe."

Twilight was getting annoyed with her, so she kicked her, sending her cock up to the bottom part of the table making it shake. Of course, Twilight moaned with pain since she kicked her own dick.

Fluttershy was surprised by the sudden shake of the table and seeing her friend in pain. "Twilight!? What happened!?"

"N-Nothing." Twilight gritted her teeth.

"I-If you say so. But still, are you okay?"

"Y-Yes, I am. Just... hit my toe on the table's leg is all!"

Fluttershy nodded, and soon the two were back to being quiet and awkward.

'I swear, you're making this harder.'

"Hey, if it was hard, you wouldn't have hit me." Alpha started to chuckle. "You be stroking me if that was the case~."

'SHUT UP!'

Alpha sighed and started to take control of Twilight's body.

'STOP! WHAT ARE YOU DOING!?'

"Look, I'm the alpha, remember? If anyone is doing the talking, it's me! Just need to tell her some sweet bullshit words and BANG! We will be fucking on this very table. Now, just let me-"

"NO!" Twilight shouted out loud, only to notice her outburst. "I mean, no, Fluttershy, I'm fine."

Fluttershy blinked and was surprised that Twilight yelled out like that.

"Uh... are you sure?"

"Yes, I'm sure, hehe." Twilight smiled and tried to laugh it off.

'Alpha, we can't do this!'

"We are."

'Fluttershy is too shy and gentle. She won't be comfortable with the idea of a harem, plus her kindness is her downfall. If we do this, she will agree, but only the kindness out of her heart! She will be forcing herself into something that will make her uncomfortable and unhappy, and that's the last thing I want for her! And I know you don't want her to be like that too!'

"..."

'Please, let me try to talk her into this. If it doesn't work, whatever plan you have for the others, I won't argue or anything... just let Fluttershy go if it fails. Please, for Fluttershy's sake.'

Alpha could see that Twilight cared deeply for her friend. She also knows a harem can't truly work if the girls don't love or be happy with each other and their main partner. So, she gave up.

"Fine."

She let go of Twilight's body and moved back into the darkness of Twilight's mind, leaving Twilight alone.

'Thanks, I appreciate this.'

Alpha didn't answer, so Twilight was now alone.

She smiled and started to drink her tea, and the silence between the two became comfortable. Soon, the two started to talk about their morning and what they had to plan for the week. Twilight was enjoying this, she loved hanging around Fluttershy. She was sweet and like her main element, she was super kind and caring.She truly loved about her...

'Huh?'

Twilight suddenly felt her cheeks becoming warm and her heart was beating faster.

'What is going on with me? Am I sick?'

She was feeling odd, almost like when she was having her moment with the dirty clothes, and her dick was acting up again. She could feel her cock swelling under the table.

'Not now!'

"What's wrong?" Fluttershy asked, concerned for her friend.

"Nothing, nothing at all!"

Twilight feared Alpha was behind this, but she couldn't feel her at all. She was truly alone right now.

'So why am I...feeling like this?'

She slowly looked at Fluttershy, her cute and caring face, and then her eyes traveled to her sweater, which was so tight that her nipples outline were poking out.

'Cute.'

She could picture herself sucking and licking those nipples, and the thought made her blush. She quickly shook her head and tried to ignore her feelings.

"Twi? Is something the matter?"

"Huh? Nothing!"

'What the hell is wrong with me!?' she slowly moved her hands to her cock, touching it with her fingers. 'Oh Celestia, it's hard. Why is it hard!? Did I become a pervert after what Alpha did to me?'

"Twi? You sure you're okay?"

"I'm fine, really!" Twilight tried to laugh it off, and tried to move her mind off her sexual urges.

'Come on, Twi, calm down, you can't have a hard dick when talking to Fluttershy... wait...' it finally hit her like a bucket of bricks. 'These feelings... it's real love isn't it?' she eyed Fluttershy and just like she thought, her friend was the cause. 'She is really kind and caring, and has a beautiful body. I've been spending time with her for years, and now the thought of loving her and having her as one of my wives... it feels good. So, is this what true love is?'

She couldn't believe this, she was in love with her best friend, and she didn't know. But, now knowing her true feelings, she couldn't hold it in any longer.

"Fluttershy?"

"Yes, Twi?"

She took a deep breath and gathered her thoughts.

"Look, I know you were hoping that I wouldn't bring this up since yesterday, but I-"

"To be honest, Twilight. I'm glad you are."

"Huh?"

Fluttershy nodded as she blushed. Twilight was stunned by the look, Fluttershy never made that look before.

"I've been thinking a lot about your offer, and I have to ask you something."

Twilight could feel her heart racing, she feared that she will reject her offer again or worse, Shy forcing herself to take it for her shake.

"Why?"

Twilight snapped out of her thoughts. "What?"

"Why me?"

Twilight could see Fluttershy was nervous and fiddling her fingers together, waiting for an answer. She didn't have a reason why, so she was honest.

"Because... I'm in love with you."

Fluttershy didn't know how to respond, her cheeks were turning red. "Twilight, you don't need to lie about that."

Twilight stood up, her eyes full of honesty. "It's the truth. I love you, and you're my best friend, Shy. The thought of living a life without you just hurts. But now, the thought of being with you, having you be my wife and giving me babies... that sounds like a dream. You are beautiful and have the kindest soul. I've always admired that."

Fluttershy was confused about the baby part, but she brushed that off and shook her head. "If that is all true, why would you want someone so ugly as me?"

Twilight was now lost. Fluttershy was one of the most beautiful mares in the world, and here she was saying she is ugly.

"Shy, you're not ugly, in fact, you're beautiful."

"I am not, when I have..." she grabbed her breasts, slamming them on the table making it shake. "these?"

'Oh... my...'

Twilight could only look, as her mouth was drooling and her cock was growing.

'I-I can't take it. Her breast... her tits... her nipples outlines are so cute... and the way they are on the table, jiggling like jello. I can't...'

Twilight quickly sat back down, trying to keep her cock in check. She eyed Fluttershy, seeing her sad and depress face. She needed to know why her friend was acting like this.

"What is wrong with them?"

"They are too huge."

"And? They look amazing and soft, and I bet they feel nice."

"But that's the problem, I've gotten used to wearing sweaters or oversized shirts to hide them. Even in my sleepwear, they are too huge. I always get strange looks from everyone, seeing their creepy eyes on me..." she moved a bit, jiggling them around. "They hate how I look. All those eyes...they are all judging me, saying I'm not attractive. All my life, I've been the outcast. Being a wallflower and keeping quiet. That's why, when you made that offer, I thought maybe someone really loved me even these awful breasts... but..."

"But what?"

Fluttershy couldn't look at her in the eyes as she answered. "You have also been giving those awful eyes, just like the others."

"No, I didn't."

Fluttershy looked at her, her light blue eyes showing tears. "But, you are! Even now, you're glaring at them with hate!" she started to cry. "I'm not special, and my breasts are too ugly and fat for someone like you, the smart and beautiful Twilight Sparkle. You wouldn't want an ugly cow like me, a useless pony who is too shy for her own good."

Twilight didn't know what to say. Seeing the one pony she truly loved crying in front of her made her heart hurt, and she hated it.

"Tell her the truth."

'Huh? Alpha?'

"Listen Twilight, your friend needs to hear it, so tell her the truth."

Twilight knew what the truth was, and she glared up at Fluttershy. Her alpha side showed as her body started to get slightly taller and her breasts got slightly bigger.

"Fluttershy! You are special! Not just because you're my friend, but because you're a mare! You're a strong, beautiful mare with a great personality, a loving and caring soul. Those eyes you see, those eyes that judge you, you are wrong! Those eyes are wanting! Your breasts are not ugly, nor fat! They are the perfect size, and so soft, and they are the most beautiful things I've ever seen!" Twilight's cock started to twitch. "Anyone will do anything to touch those god like breasts of yours! Even myself! So, please don't cry, my sweet and adorable Shy."

Fluttershy couldn't believe what she was hearing, was she really not ugly? Did her friend truly see her like this?

"Is it true?"

"Yes."

Fluttershy could see the honest and lustful eyes Twilight was showing. But she didn't want to believe it, even Twilight took notice of it.

"Really tell her, you idiot! She just needs a push, and we can move forward, and fuck!"

Twilight took a deep breath, and knew what she needed to do.

"Fluttershy, I can tell you think I'm lying but since when I never lied to you? I'm telling you the honest truth about your beautiful massive breasts. You are the biggest one out of the friend group and even across Equestria! You can even rival Celestia in bust size if she wasn't an Alicorn! The wonderful things I want to do to them! Like I would squeeze them nonstop, groping them and your nipples!" her cock started to move forward as it started to raise up. "Kiss them all over and suck them like a baby!" the cock poke out from under the dress, still going up. "Hell, I want to motorboat those babies as I bury my face in them!" the tip of the cock touched the bottom part of the table, stopping. Twilight was picturing all those things she was saying. Within her thoughts, she could see herself titty fucking them. 'I want to fuck them so bad! I want to feel the softness and warmness of them between my cock!'

As Twilight was going on about how great and wonderful Fluttershy's chest was, her cock started to emit a strong sweet and powerful musk. The odor started to fill the room and the scent went into Fluttershy's nose. The moment she inhaled it, she suddenly felt hot and bother. Her nipples were getting hard and her pussy getting wet, even more so as she kept listening to Twilight and her ramble about her chest.

"Oh dear..." she whispered, seeing her harden nipples poking through her sweater.

Twilight was talking but soon notice of Fluttershy's expression. She looked like she was turned on by something. She even caught the musky smell.

'What is this smell?'

She suddenly heard Alpha's strong voice like she was proud of herself. "That's me baby! See, when the alpha gets horny, their cocks will release a powerful odor that will get any mare's pussy dripping wet and ready. It's the perfect aphrodisiac! Hehe, and you can smell it from a mile away."

Twilight could tell it was having a strong a effect on her friend. She wondered if this was the push to make her convince to join her harem. Show her how much she is turned on by her and loving who she is.

"Fluttershy! I have something to show you!"

Twilight didn't let her speak as she quickly moved and lifted her skirt, revealing her long purple cock. Fluttershy was thrall by it, not caring why her friend had a cock now.

Twilight smiled at the reaction and swayed her cock around, trying to act sexy. "Like what you see?" she could hear Alpha laughing her ass off. 'What's so funny!?'

"Are you trying to be sexy? Because if you are, then you are failing."

'But I thought...'

Before the two could say anything else, they could hear Fluttershy getting up and walk over to her. She dropped to her knees and started to carefully stroke it, surprising the two.

"Holy shit, that lame ass act worked!?"

'I thought-'

"Don't question it! Just enjoy the ride!"

Twilight watched, enjoying the hand job she was getting.

"Fluttershy?"

"Your cock is so big and long, Twi! It's even hard. Oh, it smells so good."

"Fluttershy? Is it possible that you-"

"Can I lick it?"

"What?"

"Please, Twilight? Can I taste your dick, please?"

"YES!" Twilight yelled out, her alpha side taking control. "LICK IT! TASTE IT! SLURP IT UP! PUT IT IN YO-:" Twilight covered her mouth and stopped Alpha. She soon regained control. "Fluttershy... can we take this somewhere else?"

Her friend blinked a few times. "Why?"

"Well..."

Twilight looked at the window and entrance of the living room. Angel and the other animals that Fluttershy was feeding were all watching, some were even turned on by what was happening. Shy finally took noticed and nodded in agreement.

"Oh, yeah, right. I understand."

The two headed to her room and locked the door. Fluttershy dropped to her knees again, starting to worship Twilight's cock, telling her how big and beautiful it was.

"Your cock is so hot and warm, and smells so good." she opened her mouth and started to lick the base and balls. "Delicious!"

Twilight was shocked. 'I'm not going to lie, Alpha, this is really happening, right? I'm not asleep in my bed as I passed out from flapping too much, right!? This is real!? RIGHT!!!??'

"Yeah, it's real, nerd. Now shut up and enjoy it."

"This is really happening." Twilight whispered as her cock was being kissed. "Oh Fluttershy..."

"Your cock is so amazing, and the smell is addicting. I can't get enough." Soon, Fluttershy lower the monster of a dong to her mouth and she tried to stuff the tip inside, but was struggling.

"You're doing great, Fluttershy."

"Mmphf."

Twilight could feel the lips around the head and the tongue licking around, tasting her dick.

"Oh fuck..."

She could feel her friend slowly moving her head down, trying to fit her meat pole inside her mouth... only she made it half way and started to choke. She pulled it out.

"Sorry, Twi."

"It's okay. We will take it slow, okay?"

"Okay."

Twilight looked down at Fluttershy's chest. She remembered her lack of self-confidence of having massive tits. Twilight wanted to prove that they were sexy and beautiful. She slowly reached down and pulled the sweater off, revealing the yellow massive melons in the cutest pink butterfly bra that Twilight had ever seen. Of course, Twilight ripped that bra off, finally freeing the girls.

"Wow." Twilight couldn't believe the size and perfect shape of her tits, and they were so smooth. She couldn't help but fondle them. Playing with the pink nipples. "I'm speechless, they are perfect."

"They aren't, and I know it."

Twilight looked at her and moved her hand to her cheek. "They are. No matter what you or others say, I'll always love your chest." She took Fluttershy's hand and lead her to the bed. She placed her on it and laying her down. "I'll show you how much I love you, Shy and your chest."

"What are you going to do, Twi?"

"Make love to you, of course. But first, can you lift them up a bit?"

Fluttershy didn't question her and did as asked. Twilight licked her lips, and grabbed her cock, stroking it a bit. She slowly lowered her face between her valley of breasts as she sat on her, and she could feel the softness around her cheeks. She started to do the things she said she would by licking them and sucking them. Twilight could feel the flesh in her mouth and her cock twitched as her body was getting hotter and the musk getting stronger.

'I'm in heaven. I'm eating these babies and they taste so good. And her nipples, they are so soft. And their scent, I want to suck and slurp them forever.'

"Oh Twilight, that feels so good." Fluttershy moaned. "You really do love my tits, don't you? You're even eating and sucking them like a hungry baby."

Twilight started to grope them, playing them like a toy. "They're so amazing and wonderful." she loved how Shy's areola looked, all pink.

"Then show me how much you love them, Twilight."

Twilight got up, her alpha side taking over. She aimed her cock at the center of the valley and started to rub the tip on the area, covering it with pre-cum.

"Fuck, this is amazing. Fluttershy's chest, they're soft and warm, and this sensation. Fuck, I'm going to lose it."

"You want to stick that inside, right? Come on, put that thing inside. Don't be shy."

"You heard her! Alicorn up! Put it in her, Twilight. FUCK HER CHEST!!"

Twilight didn't waste any time. She moved back a bit and grabbed her dick, pushing it into her friend's tits. She could feel her flesh around her, and she could feel the warmth and softness.

'Fuck, her boobs are like magic. They're warm and soft, like marshmallows! I can't take it! This feeling is addicting!'

She started to thrust her hips, moving her cock in and out of the valley.

"I can't stop! I can't control myself anymore! It's so addicting! So warm and soft! Oh, Fluttershy, your tits are amazing, and I'm addicted to them. I want to fuck them so badly, and now I am."

Her thrusting started to get faster and rougher.

"Yes, fuck my tits, Twi. Show me how much you love my breasts. Make them yours."

'Shit, I'm close! I can't hold back! I'm gonna... I'm gonna...'

"Fluttershy..."

Twilight's dick twitched before releasing a large load, covering the valley and some of her face. Fluttershy giggled as she felt the hot semen hitting her and filling up between her chest. She could see Twilight moving back, pulling her wet cock out. Fluttershy started to massage her breasts, moving them around and finally, she spread them to reveal the cum that was stuck inside.

"Oh wow, it's like icing, and the smell is so sweet and delicious."

'HOLY SHIT!' Twilight and Alpha said in unison. Seeing Fluttershy acting so naughty before them.

Twilight's slump posture she always had started to become more straight and confident. "I want to put more inside of you, is that alright, Shy?"

She smiled. "Of course, Twi. I would love to have more of your baby batter. It's so sweet." she answered, licking the cum.

'Baby batter?'

"She is talking about your jizz, and it looks like she's ready but let's fuck her some before we ask again."

Twilight nodded with a perverted smile. She stood up and walked over her friend until she was over her face. Fluttershy gulped as she had a good view of Twilight's huge balls. She wonder why Twilight was standing like that, until she saw her aiming her cock at her lips, forcing it down her throat.

"Mmm!"

"That's a good girl, Shy. Take it deep."

She slowly moved her hips, making her cock hit the back of Fluttershy's throat. Fluttershy closed her eyes and focused on not choking as Twilight's cock kept hitting her throat, but after a few moments, she finally adjusted as it went further inside.

"Fuck, her throat is so tight and warm. Shy, I'm going to move more, okay?"

Fluttershy could barely speak but still managed. "Mmm!"

Twilight placed her hands on the bed's headboard for support. Soon, she started to fuck her friend's mouth.

'Her throat is amazing! It's sucking me like a vacuum cleaner, and I can feel the tongue around my dick. And those cute moans, I can't stop. I need to fill her stomach up!'

Fluttershy tried to control her gag reflexes as the cock was deep throating her. But she couldn't help but feel excited. Twilight was truly showing how much she loved her, and even her breasts that she loved so much, and how much she wants to mate with her. She was also getting turned on. The cock was so hot, and she couldn't help but reach down and touch her pussy. Her panties were getting soaked.

'My dick is hitting her throat, and I can feel her trying to breathe, but her mouth is sucking me like crazy, and her tongue, I can't... I can't... oh...'

Twilight released her load inside Fluttershy's throat. Fluttershy gagged for a bit but soon recovered. She could feel her stomach being filled with hot seed. It was so much that should feel her belly getting bloated like a beach ball. Twilight's cock popped out, and her last load landed on her face, making a mess.

Fluttershy was coughing nonstop cum, making Twilight feared she over it just now.

"She's fine. She will learn to deep throat like a pro."

Twilight realized Alpha's voice sounded out of her head this time. Which she was right as she could see her in Fluttershy's dresser mirror.

"So? How does it feel?"

"Feel?"

"Fucking and dominating this slut?"

Twilight said wasn't sure, even more so with Alpha calling Shy a slut.

"Come on now, really? Still acting like a good mare virgin which is why you are alone. Anyway, look at her face and tell me that doesn't look like a slut who didn't love being face fucked and covered in cum?"

Twilight did, and she couldn't deny it. Her friend was covered and filled with her sperm. It was like she was claimed by her. She could see her smiling. Smiling like a...

'Fucking slut...' Twilight thought, smiling.

"Ask her now. She's damn ready now."

"Fluttershy, be part-"

Fluttershy sat up quickly, scaring Twilight as she fell off the bed. "FUCKING YES! I'LL BE APART OF YOUR HAREM!" she fell back down on the bed, resting and taking in the cum inside her. "Oh my... that was fun. Hehe..."

Twilight slowly peek her head up at the edge of the bed and seeing how bliss her new and first member of her harem looked.

"If Shy was this easy, then surly the other girls will join too, right?"

"Don't worry, they will."

Alpha disappeared from the mirror and returned inside a slightly more confident Twilight, as her body looked more powerful... more Alpha looking...

end of ch1

Ch.2: Baking Is Magic!

It's nighttime as Twilight was looking at the window, but not looking out of the land, no. She was looking at Alpha, who was standing as her reflection.

'S-So, who's next ag-again?" Twilight asked, as her cheeks were red.

Alpha smirks as she answered her weaker self. "Like I told you, we are starting out easy, then going up harder on the list." her eyes look down and her own cheeks went red as she moved Twilight's hand. "The next one is Pinkie... damn, this feels great!"

Twilight/Alpha started to stroke and pet Fluttershy's head, as she was on her knees and giving them a titty fuck.

"Ah, Fluttershy!" Twilight moaned as the massive softness was surrounding her dick. "Your wonderful breasts are amazing!"

Fluttershy smiled as she took in the praising. "I'm so happy, you like them. Thank you, Twilight. Thank you for showing me that my chest weren't ugly but beautiful and sexy."

"I know, and you're welcome."

She started to thrust her hips, enjoying the warm flesh around her cock. She couldn't help but picture fucking them every day, and even when she was at the library or even in public.

Alpha took over. "This is the life. Fucking massive tits from one of the most beautiful mares in town!" she grabbed the breasts, her hands sinking in the flesh, and pushed them together, making it tighter.

"I'm getting closer." Twilight said as she took over.

"Yes, go ahead. Empty those balls inside my boobs."

"Fluttershy!" shouted the two.

With one more push, she released her load, covering her lover's chest and even some of her face. Fluttershy didn't mind, as she licked the semen on her face, cleaning it up. But Fluttershy was surprised as Twilight pulled her dick out and quickly lower to her and kissed her on the lips. She was in shock but kissed her back.

"Mmm..."

'This is great. Her breasts are amazing, and the taste is amazing. I want to make more love with her.'

'Fuck, that was the best nut. And the titties are great, but I wouldn't call her the greatest. That belongs to Celestia, the one and only titty goddess.'

Twilight broke the kiss and smirk. "Hey, Shy? Since you know I love your beautiful chest, can you start wearing non-sweaters stuff now? Let those fun bags be free."

Fluttershy blinked a few times. "Really?"

"Yes, I can't be the only one to enjoy these puppies."

She blushed and giggled. "Okay. If it's you, then I will."

"Heh, that's a good girl."

Twilight started to fuck Fluttershy's chest again as she shoved her to the floor...

Twilight look like shit, as she had bags under her eyes from not sleeping at all. All she did last night was fucking Fluttershy's chest until noon.

Alpha started to groan in annoyance, as Twilight wasn't the only one suffering right now.

'What's wrong?'

"What's wrong!? WHAT'S FUCKING WRONG!?" Alpha yelled, as it's revealed that she was back under the long heavy dress that Twilight was wearing during the heat wave of the summer. "I'M DYING FROM THE DAMN HEAT DOWN HERE! WHY DID YOU HAVE TO WEAR THE MOST HEAVY THING YOU HAVE!?"

'B-But, I don't have anything else but this heavy d-'

"SHUT IT! I'M HOT AND SWEATY! DEAR CELESTIA, MY BALLS ARE LIKE ICE CREAM SCOOPS THAT'S GETTING MELTED IN THE HEAT!!!"

'Can't you not be in my di-'

"NO! THE ALPHA COMES FROM YOUR FUCKING DICK, YOU IDIOT! SURE, I CAN TAKE OVER BUT IT DRAINS A LOT OUT OF ME!" Twilight suddenly felt her walking became hard as Alpha was dragging herself against the dirt ground. "Water! I need water or something to drink. I'm dying, please, get me something to cool down!"

'W-Water, okay. We are near Pinkie's place!'

Twilight blush as she placed her hands into the deep pockets of her dress and lift the base of her cock up, allowing herself to walk freely.

"Thank the fuck..." Alpha sighed.

'Just wait, Pinkie will get us a drink.'

"She better have, or I'm taking over your body, and making you run around town butt naked, you damn nerd loser!"

Twilight rolled her eyes in how childish and demanding her other half was. But still, she wanted her to be okay. Alpha might not know it, but Twilight did see her as a friend now.

Twilight finally arrived to Sugar Cube Corner and enter inside. She didn't see Ms. Cake or her husband at the counter. Twilight walk up to it and ding the little bell, hoping to get their attention.

"I'm coming!" came Pinkie's cheerful voice.

Soon, the pink earth pony came out from the kitchen door and was shock to see her best friend at the counter.

"Hey there, Twi! What can I do for ya?"

"Uh, hello, Pinkie. I-" Twilight stop. She noticed how Pinkie was covered in flour and batter. And even her mane was a mess. "Did something happen? You're all messy and your hair, is a mess."

Pinkie laughed. "I got into a food fight with Gummy, and the battle ended in a draw."

"Huh?"

Pinkie hop over the counter, taking off her dirty apron. She was in her yoga outfit like always. She started to dust herself off and turned around, making Twilight freeze up in shock.

'D-Damn, that ass...'

Twilight gulp loudly, as the fat ass was covered in flour and batter.

'It's truly like a cake that wants to be baked and covered in cream frosting!'

Twilight licked her lips and without realizing it, she grabbed both sides of Pinkie's cheeks, groping them. But she quickly snapped out of it when she heard Pinkie's laughter.

"Twilight, thanks for dusting my rear, but can you stop? That tickles."

"Huh? Oh, sorry. I don't know what came over me."

"It's okay." Pinkie said with a smile as she turned back to her. "So, what are you doing here?"

"R-Right. Uh, can I get a water, please? I'm kinda thirsty. Then I need to talk to you about something."

Pinkie nodded and hop back over the counter, which Twilight kept her eyes glued to the rear and her mouth watering.

'That ass, is mine. I'll have it bounce and jiggle on my cock.' she wiped her drool, but notice something. She was acting horny but... 'Why don't I feel horny?' she looked down at her skirt. She quickly checked if no one was around and slowly raised it...

What flops out was her cock having two x's on it.

"ALPHA!!??"

Poor Alpha had a heat stroke.

"What is it, you want to talk to me about?" Pinkie asked, as she returns with the drink, but Twilight ran upstairs.

"PINKIE I NEED TO USE THE BATHROOM!"

"...uh, okay?" she blinks. "Was she holding a big fat long sausage in her arms?" she giggled as her belly started to rumble. "Lunch time!"

Twilight reached the second floor and held Alpha in her arms. She ran to the bathroom door, but it was locked.

"Huh?"

She suddenly heard moaning coming from inside. She looked in the keyhole and blushed as she saw the second-fattest ass she saw today. It was Ms. Cake's blue ass being pounded by her husband's orange fat cock. She could see the ripple of flesh flowing as the cock slammed into the fat ass.

"FUCK! KEEP POUNDING MY ASSHOLE SWEETIE!!"

"You're so tight today, honey. Keep clamping around my dick."

Twilight acted horny again, but like before she couldn't feel it. She looks down at her cock, seeing steam coming off of it.

'Alpha? Alpha!?'

She needed to put her in a tub of cold water, but the only bathroom was being used... but she remembered another bathroom.

"Pinkie's bedroom has a private bathroom!"

She dashes to Pinkie's bedroom and kick open the door to the bathroom. Twilight quickly got naked and jump into the tub and started the cold shower but realizing it wasn't enough, she plugs the drain, letting the tub fill up with cold water. She places the unconscious Alpha in the tub, letting the pouring of cold water splash and cover her.

'Please, wake up!' She started to stroke her, hoping she will wake up, but also forgetting she was stroking her cock. 'I can't let you die, Alpha. You're too important to me. I depend on you to help me! PLEASE, WAKE UP!'

"Nerd..." Alpha groaned.

"Alpha, wake up!"

Alpha started to raise up from the water. "Huh? Where am I?"

"My friend's bathroom. You passed out from the heat, so I brought you here."

Alpha looked around and then at Twilight, who was stroking her like crazy. Alpha suddenly saw the images of the fat asses that her loser side saw. She smacked her.

"Idiot! Why are you jerking off in your friend's bathroom when you can be fucking that holy fat ass!?"

Twilight rubbed her cheek. "Sorry, it's just... I couldn't feel the horniness! You being knocked out was causing me to be blue ball, okay!?"

"Fine, whatever. Just... keep going..." she felt the happy warmth as the cock was getting close. "Just one lame and sad jerk off."

Twilight nodded. She was glad her other half was alright. She was about to continue her hand job, but the sound of the bedroom door opening made her freeze up... but she sighed with relief.

"Oh, hey Gummy..."

The little green alligator was glaring at her as Twilight went back to stroking and releasing her cum, painting the shower curtains white.

Twilight exited the bathroom, holding her clothes. "So what's the game plan in-"

"Bagging that sweet fat ass whore? Simple-"

Twilight dropped her clothes on the bed and choked her cock.

"Hey! Pinkie isn't a whore!"

"Okay, sorry. Let me rephrase it. In getting that sweet fat ass slu-UGH!?"

Twilight started to cock her harder, telling her to be kinder to her friend and soon to be marefriend. But as she kept choking Alpha, she spoke back.

"Harder!"

Twilight stop and realized her cock was now rock hard. "What did you say?"

"Do it harder! Choke and stroke me, you damn virgin!" she forced Twilight on the bed. "Smell it!" Twilight took a whiff of whatever, but she took notice of the sweet scent. "Smell it? It's that wh-er I mean your friend's scent! You are naked in her room with your hands around your dong! Can't you imagine her touching it and sucking it here?"

Twilight imagined the image and smiled, but still, she tried to resist.

"N-No! I-I don't need her to-mmph." Twilight's mind was racing, trying to focus on her words, but the scent was driving her crazy.

"Don't worry, you will have her." She started to force Twilight to jerk off. "Just let me in more. So I can-"

CHOMP

"Huh?" "Eh?"

The two were silent as Gummy chomped on the head of Twilight's cock, moving his toothless jaw. Alpha spoke up. "Okay, hear me out-"

"NOPE!"

Twilight knock Gummy off and quickly got herself dress and headed back downstairs. Alpha wasn't happy.

"Fucking coward..."

'I'M NOT GONNA USE MY FRIEND'S PET AS A FLESHLIGHT!'

As the two were fighting about Gummy, they stopped at the counter but soon heard singing. Twilight walk around and peek into the kitchen. Her eyes shot out, along with Alpha poking out from the dress.

There, was Pinkie with headphones on, listening to rock music as she was twerk her ass off.

"FUCK, LOOK AT THAT FAT ASS SHAKING AND BOUNCING!" Alpha's eyes were popping out, and her tongue was drooling... but in reality, Twilight's cock head push out from the foreskin and started to leak pre-cum. "We need to bag her NOW!"

'BUT-'

"BUT NOTHING, JUST WATCH AND LEARN, YOU DAMN VIRGIN NERD!"

Alpha took over Twilight's body and walked to Pinkie who didn't notice her from her dancing and singing. She placed her hands on Pinkie's ass and started to massage them, making Pinkie stop but laughing. She removed her headphones and smiled at Twilight.

"Twilight, why are you dusting my butt again? Did I drop flour on it?"

Without warning, Alpha picked up Pinkie with her magic and slammed that ass on the dough she was working on, and started to work her magic in her hands by placing the dough on Pinkie's ass

"Twilight, what are you doing?" Pinkie asked, blushing now.

"Baking an ass cake."

"What?"

Alpha didn't respond as she was using the fat ass cheeks to squish the dough and shape it. Soon, it was flat and having a ass mark on it as she lift Pinkie up.

"You know Pinkie. I love baking and playing with this-" She spanks and held Pinkie's cheek. "Ass like baking dough. I want to grope it." she gropes it. "Play with it." She played with it as her finger sink into the dough like flesh. "And make it into a beautiful ass cake like yourself."

'Really?' Twilight said in Alpha's mind. 'That was so awful that-WHAT!?'

Twilight could see her friend was charmed by that bad pick-up line.

"Wow, really?"

"Really, really."

'Pinkie, please, don't fall for it.'

Pinkie giggled and kiss Alpha's cheek. "Alright, Twi. I'll join your harem."

"Now, hold on I want to ask-Wait what?" Alpha said in a shocked expression.

"I said I'll join. Hehe, you didn't think I would say no after that..." Pinkie got closer to her, licking her nose. "That most sexy and charming pick-up line."

Alpha couldn't still believe it. That's what all it took? She thought for sure she needed to do more. Like using the musk from her cock.

'Did you forget?'

'Huh? What you-oh. Right.'

"It's Pinkie..." both said.

'Of course, she was so easy to seduce. It's her!' But Twilight wondered something. 'Why did she refuse my harem proposal the first time, then?'

'Who cares, I bagged her and started making the dough. Finish it by making it into a cake and shooting your white frosting all over it!'

Alpha quickly tagged out and Twilight was back in control. But poor Twilight started to blush as she looked into Pinkie's lustful eyes and feeling those wonderful cheeks between her hands. She gulp loudly and tried to calm herself.

"P-Pinkie, I have something t-to tell you. S-See, I-I have a c-c-c-c-co-"

Pinkie's eye sparkle as she smiled. "A cock?"

"Y-Yes, and well, y-you see. HEY!?"

Pinkie ripped off Twilight's skirt, exposing her cock that was slowly getting hard. Pinkie squeal with excitement as she lifts it and started to lick it like a lollipop.

"P-Pinkie!" Twilight moaned.

"Hehe, Twilight. Don't worry. I'm just getting you ready." She said as she moved to the tip, taking a long sniff and a deep breath. "Mmm, this smell... it's so good. Hehe, I can't wait."

"W-Wait?"

Pinkie started to lick the head and the sides of the cock, as if she was tasting it.

'This is fucking hot!'

'Shut up, you! You're the one who did this, so stop talking. I need to concentrate.'

'On what?'

"ON MAKING A FAT CAKE!" Twilight shouted, as she stopped Pinkie from licking her cock and slammed her on her stomach on the table. All the flour went all over Pinkie's body.

"Twilight?"

Pinkie wanted to know what her new lover was doing, but she saw how different she looked. Her chest was slightly bigger, and she was standing tall and proud than she was before. Hell, her face looked more... dominant.

"To make a Fat ass cake, we need to get rid of the covering!" Twilight, without her magic, ripped off Pinkie's yoga pants and panties in one go, exposing those massive pink ass to her. "There! Now we need to put flour!"

Twilight picked up a bag of flour and poured the powdery stuff on Pinkie's fat cheeks. She then used her hands and rubbed the flour on the ass. It truly looks like she was working the dough, and it was making her excited. Seeing the pink cheeks jiggle and flap around as she worked it.

"Hehe, this feels good."

Twilight giggles. "You're going to feel much better soon." She spread the cheeks, showing her hole. "But first, we need to make an ass cream. It's very important, and this one is going to be the best tasting ever."

Twilight removed her dress top and jumped on the cooking counter. She placed her cock between Pinkie's ass.

"First, we need to pump out the cream."

"What are you waiting for, big girl? Do it."

Twilight smile. "I can't. I want you to do it."

"Me? Okay, then. Here, I go."

Pinkie started to wiggle her ass against Twilight's cock. The feeling of those warm cheeks against her meat rod made her moan and groan. She didn't realize Pinkie was looking at her and giggling.

"You're enjoying it, huh? Me too."

Twilight looked down, seeing love juices running down the table. Seeing that made her spank Pinkie's ass hard.

"AH!"

"You're wet and dirty, my dear. You have no right to tease me like that."

Twilight held the fat cheeks as she wanted to feel them in her hands as Pinkie does the ass job. She pushed the dick further, as Pinkie was still wiggling her ass against the cock.

"Twi, I'm so close. It's getting big."

"I'm going to cover you in white frosting, Pinkie. Keep it up."

Pinkie's eyes sparkled. "Oh! Can I have a taste after!?"

Twilight answered her as she finally came. "FUCKING SURE! HERE!"

Twilight's semen blasted and covered not only Pinkie's ass but her back and part of her face. Pinkie had her mouth open and was able to get a few drops of her white cream she wanted. She started to lick her lips and the little that was on her face.

"Delicious! Hehe, now I know you were a good baker."

Twilight giggles. "Thanks."

"Twilight, can finish the cake now?"

Twilight blinked but now knew what she meant by. She spread the ass, exposing the donut hole and pushed her cock inside.

"Oh, wow! This is so weird, but feels good!"

"It gets better."

Pinkie looked behind, smiling and blushing at the new dominant Twilight.

"Fuck me. Give it to me."

"I plan to, Pinkie. You're such a naughty girl."

Twilight started to pound the tight ass, seeing it expand and hearing Pinkie's moans. Her own cock was loving the feeling of her new lover's ass.

"You're going to love it, Pinkie. You're the first one to get my special cream filling!" She ripped off Pinkie's shirt and bra in one go again, she lifted her chubby body and pour all the flour over her. "Now, you are going to be mine special dessert. You are going to get a taste of my love cream, and then a whole load will come out and fill that cute belly of yours."

"Oh, I'm so lucky, Twi. You're the best lover a girl could ever ask for!"

"Thanks, Pinkie. You're the best ass a mare can have!"

"Thank you. Thank you!" Pinkie started to scream as she felt Twilight pounding her ass hard but also feel her hands rubbing all over body like she was a big cooking dough. "Oh, yes. More! Please, Twi! Give me more! I want it!"

"You will have it, dear. Don't worry. It's coming. Your ass is getting tighter, so don't clamp down too hard."

"I can't help it! It's your fault for having a dick like a fucking stallion. You're going to break me."

Twilight giggled and kissed her cheek. "No worries, my dear. After we finish, I'll take you to your bed and make love to you for the rest of the day."

Pinkie was so happy as she turned her head and kissed Twilight deeply.

"You're the best. I love you, Twilight!"

Twilight didn't hesitate to say it back.

"I love you, too."

The two made out as Twilight pounded harder. Her cock was about to explode and was ready to give Pinkie the best cum she ever tasted.

"Here it comes, Pinkie!"

"I'm ready, Twi! Please, give me it!"

Twilight came and filled the ass and Pinkie's belly was getting full from the amount of cum inside her. Both were screaming with pleasure. As the climax ended, Twilight almost fell on Pinkie but caught herself. She pulled out and smirk as she saw her friend's donut leaking her white cream.

"Now, the only thing left to do is-"

Twilight used her magic to grab a jar of rainbow sprinkles and cover her new lover's ass and her body with it. She couldn't help but motorboat the ass.

"Damn, this sponge cake is amazing."

Pinkie giggled. "Well, the baker was really talented. So, is the cake ready to eat?"

Twilight ignored her question as she went back to motor boating the ass, that she even slap it a few times and pouring more flour and sprinkles on it. Twilight went back in and making the ass jiggle and bounce, as she was rubbing her face on the ass and giving it kisses and licking. Even tiny bites which turned into sucking. She stopped and got off of the table and just started to make the ass shake nonstop with her hands.

"Dear Celestia!" she was being driven by her animal instincts and just kept playing and having fun with the fat ass. She raised both of her arms and slammed them hard against the flour and sprinkles covered cheeks, making it squeeze together and bounce around.

"Wow, you're really excited, Twi." Pinkie said, as she came from being played like this.

"Yes, yes, yes! I need more! MORE!!"

Twilight eyed the purple frosting and smirked. She grabbed the spoon and spread all over Pinkie's body and rear. She started to lick it off of her. Pinkie was shocked how kinky Twilight been acting. She never see Twilight do this as she will say this wasn't safe or something. Of course, she didn't mind the new Twilight one bit.

"Fuck Pinkie! You taste damn good!"

Twilight flipped her over and slap more frosting all over Pinkie's nipples. She dug in and sucking and licking them, even biting and pulling them.

"Twi, that's enough, please."

Twilight pulled her mouth away from the nipple, her mouth covered in frosting.

"Why? What's wrong, Pinkie? Did I hurt you?"

Pinkie smiled, seeing how Twilight went back to acting her old self. She shook her head. "No, not really. It's just..." Pinkie pointed to their crotch.

Twilight looked down and became red as she somehow shoved her cock in Pinkie's pussy. She could see the blood is oozing out all over her shaft.

'You was taking too long, you loser! So I helped myself.'

"...oh god!" Twilight raised her arms out. "I'M NOT A VIRGIN ANYMORE!! I'M A MARE WHO HAD SEX FOR THE FIRST TIME! I'M-"

"A loser still?"

"SHUT UP, ALPHA!"

"Twilight, don't worry about it. I'm okay." Pinkie pulled her into a hug. "I'm just glad you enjoyed your time." She kissed her on the frost covered lips. She stopped but licking her own lips. "Yummy! This is delicious."

Twilight couldn't help but giggle. She pulled away and looked around the mess they made.

"So, should we clean up?"

"No. Not yet."

Pinkie push Twilight back down. Soon, Twilight raised Pinkie's legs and started to fuck her pussy, as the two made out.
Their bodies started to get covered in flour as their bodies rub against each other. But their mouths never leave each other.

"Mmph. Mm-mmm. Mmm, Mmph."

Twilight didn't think about cleaning and just wanted to enjoy her time with her new lover. She wanted to savior every moment she can.

She could feel the warm and wet walls of Pinkie's pussy wrapped around her cock. It was squeezing her tight, but she could push her way through.

Pinkie moaned and broke the kiss.

"I can't believe how much stamina you have, Twi. It's so good."

"I-I can't hold it anymore, Pinkie. It's getting bigger. I can't stop."

Pinkie wrapped her legs around her lover, keeping her in place. "Please, don't. Don't stop. I want to feel more of your cock. It's so amazing."

"It's because of you, Pinkie. Your body is amazing."

"Twi, I love you."

"I love you, too, Pinkie."

They kissed, and the two climax together. Their juices leaked out and made the counter wet and sticky as it mixed with the flour.

Twilight rolled off Pinkie, her cock popping out as it was soft now. The two laid there, recovering their strength.

"We should get clean, before the Cakes come downstairs." Pinkie said as she got off the table.

"Nah, we don't need to worry about that."

Twilight sat up and lower her head to her penis. "What you mean by that?"

"Well~"

Upstairs, the bathroom's door was being held shut by a chair and other heavy things. Mr. Cake couldn't open the door.

"It's stuck!"

Silence.

"Pinkie will be fine for a few more hours on her own."

"OH SWEETIE!"

Sounds of ass cheeks being clapped could be heard.

Twilight groaned in annoyance in what Alpha did, but if she didn't do that...

"..."

Twilight looked over her shoulder, seeing Pinkie listening to headphones again but twerking once more. This time, she was naked as she did so while cleaning.

"So? How does it feel?"

'Feel like what Alpha?'

"Come on! What else stupid, bagging a chubby and perfect ass slut!"

Twilight still didn't like how Alpha called her lover like that but seeing how Pinkie was twerking and basically giving her a show... 'Well... I guess-'

"Don't guess! Feel it and say it out loud, stupid!"

"Feels good..."

"I can't hear you!"

"Feels good."

"Louder, bitch!"

"FEELS GOOD TO HAVE A SLUT'S ASS AS MY OWN!"

Alpha smirked... which Twilight did as well... but Twilight pushed Alpha out of her mind as she needed to ask Pinkie something. She removed the headphones and told her.

"Pinkie, if you were okay to join my harem, why did you deny it the first time?"

Pinkie giggle as she was still twerking. "Silly willy, if I said yes right away, I wouldn't have a chapter and no kinky sex like this. Even the writer had free realm on this one, since Tailsic said do whatever." she snorted. "But ass play was a must though!"

"Oh...wait, what?"

Before Twilight could get an answer...well, that be a big if, the two could hear cat calling from outside. They went to the window and both girls eyes shot out, while Alpha suddenly raised up all confused until she saw it too.

Heading to the shop, was Fluttershy, but instead of wearing an oversized sweater, she was wearing the smallest T-shirt that her massive breasts were barely being hold by the material. All the stallions and mares couldn't take their eyes off of her.

"Twilight was right, I shouldn't be scared of showing my girls off! Everyone loves them!"

As she got closer to the shop's door, it opened, and she was quickly pulled in by Twilight. Soon, the open sign was switched to close with magic.

"Oh dear..." Fluttershy whispered as her shirt was ripped off, exposing her fun bags.

"THIS IS GOING TO BE FUN!" Pinkie shouted next to her.

Between the massive tits and ass, was Twilight's cock. She was going to make her new lovers to give her a double team tit and ass job. They weren't sure at first but smelling the musk coming from Twilight's cock made them more aroused and obedient to her.

Twilight smiled as she was coming more and more confident as her Alpha personality grew within her. Changing body once more, her chest getting bigger, her cock getting slightly more thick and long.

"I think we are going to have a lot of fun. And I will enjoy it to the fullest!"

She used her magic to shove both girls together, pushing their massive assets against her cock and the tip poking out from between.

"Oh, yes, this is going to be fun. Let's begin!"

Both girls started to rub their breasts and asses all over the meat stick, making it throb and grow in length.

"More, my sweet bitches. Give me more." said Alpha.

"Yes, master. More for you!" said Fluttershy, smiling at her with lust.

"Yes, Twilight. Anything for you!" said Pinkie, blowing a kiss at her.

"I love you both!" said Twilight, smiling with love and care.

They could feel Fluttershy's softness of her breast, while feeling the fatty flesh from Pinkie. Add them together as they were moving up and down the cock, and it felt wonderful. Alpha could feel a climax coming, and she wasn't going to let them rest.

"Here it comes, my sweets."

Pinkie and Fluttershy opened their mouths and got a mouthful of Twilight's cum. Fluttershy quickly swallowed and lick her lips.

"It's so warm." Fluttershy kept going, wanting more.

"Super tasty." Pinkie also kept going.

Both kept pumping the cock more, even sounds of a wet flapping could be heard as the cum ran down the shaft and started to get rubbed by the fat and soft flesh.

"Oh, this is good. More! MORE!!"

As they did more, Alpha Twilight was panting and enjoying herself. But she looked at the girls with a smirk.

"Alright, my sluts. Time to have your special desert!"

The two girls knew what their master wanted, and they did just that. The two leaned their heads and started to lick the meat rod and each other's tongues. Their eyes never left their master, showing her love and care for her.

Alpha Twilight was enjoying her time with her new lovers, as she was going to make sure they were going to be happy with her and the rest...

Ch. 3: Taming The Bull With Honesty And Strength

It was the early daytime and early in the morning. Twilight was in Pinkie's bedroom, as Fluttershy laid naked on the bed, asleep after the nonstop double tag team of pumping Twilight's cock. Twilight herself was near the window as she was fucking Pinkie from behind. She could see Alpha watching from within the window as her reflection.

'So, who's next?' Twilight asked, shooting her load inside of Pinkie's pussy.

Alpha smiled. "We're going into the harder ones now! So it won't be easy here on out!"

Twilight started to feel the pressure now, but...

'Wait, Dash is one of the hard ones?' she did a small laugh but quickly stopped as Alpha was giving her a dead glare. 'Oh, sorry.'
Alpha's face soften, but a bit.

"You're not wrong, but even Dash is going to be a hard cookie to crack."

'But we can't give up.'

"Right, but let's focus on the one that's next."

'And who is that?' Twilight asked as she started to grope Pinkie's chest, making the pink pony giggle with laughter.
Alpha smirk. She lean against mirror and acted like she had a hat as she tips her head forward.

"Dat's reckon easily, gurl. It's our honest and hardworking apple farmer, Applejack!" she spit at the ground.

Twilight wasn't amused by Alpha's bad accent. 'That's a terrible impression.'

'Oh, shut up. Let's get started. I already know how to deal with her.'

Twilight pulled out and started to fuck Pinkie's asshole as Alpha enter her mind.

'What's the plan? Because I have-'

Alpha stopped her there by taking her over. She started to bang Pinkie harder than Twilight was doing.

'I see your ideas, and they all fucking suck! Really? Asking her out to the nicest restaurant in town, and then a nice walk under the moonlight, followed by a starglazing and a confession?!'

Alpha pulled out and started to jack off, squirting on the floor and on Pinkie's ass.

'You're lucky I'm here, but we are doing this my way!'

'Okay? What's your idea then?'

Alpha went over to the bed to relax. "Remember what she told you?"

Twilight thought back and remembered what AJ told as she denied the harem offer. "Look, I'm into strong stallions, not mares, so I'm a no go in this."

Alpha nodded as she saw the memory within Twilight's mind. 'She isn't looking for weak ass mares as you are now! She want someone like me! So, I'll be dealing with her.'

Twilight didn't like how Alpha was calling her weak, but she did have a point. AJ is the type that loves stallions who are stronger than her, but she noticed a problem.

'Wait, AJ doesn't like mares, so-'

Alpha gave her a look of 'really? Are you dumb?'. Then she pointed at her limp cock, making Twilight understand.

'Oh, right. We are basically a stallion right now.'

Alpha sighed and leaned forward and resting her head on her hands as she was thinking, allowing Twilight to see her plans which impressed her.

'Are we sure this will work? I mean, what if she doesn't-'

'Don't worry. Applejack is going to love this. We just need the right opportunity, but the main problems are getting the outfit and well, hiding this beautiful work of art that is our penis!'

Twilight giggled. 'Don't worry about the hiding part. As you were taking over my body as you tit and ass fuck the girls here, I have been practicing the spell that allows me to hide you. Of course, It's nothing like how Celestia does it by switching between mare and stallion, but It's something. At least we don't need to worry about walking around town now.'

"Okay, that's one problem solved, but the remaining one is getting the outfit or bagging AJ will be harder..."

Pinkie's ears perked up when she heard that. She jumped and landed behind Alpha who realized she spoke out loud just now. "OOOOOO this is the AJ chapter, right? And you need an outfit to charm her with!?"

Without letting Alpha explain herself, Pinkie's arm stretch out and pulled the closet to them. She opened it and ton of different outfits came spilling out. Within the piles of clothes, Alpha and Pinkie's head pop out. Alpha saw an outfit that will be perfect.

"Damn Pinkie! You are a lifesaver. Thanks a lot."

Pinkie was surprised but then smile and blush. "Oh, no problem, Twi."

"You're going to get a good fucking reward, trust me."

Pinkie lower her head and disappeared in the pile of clothes. Soon, Alpha started to moan as Pinkie was blowing her...

It was mid-afternoon, the sun was blazing down on the apple fields as AJ, only wearing a white shirt and blue shorts jeans with boots, was hard at work with kicking the trees and making the apples fall into the baskets below.

"One, two, three, four, five, six, seven, eight, nine, ten."

AJ stopped and counted the fallen apples. She nodded.

"This is a good day."

She picked up two baskets and pour the apples into the barrel that was behind her. She repeated this until the barrel was filled to the top. She closed the top and picked it up with ease, showing no signs of struggling.

"Okay, let's bring you inside, fella."

As AJ headed to the barn, she started to smell something musky. She ignored it and continue on to the front of the barn She set the barrel down, but once again she smelled that weird smell. It smelled like sweet apples to her, and she was feeling more hot than normal. She pulled her shirt and tried to fan herself off until she heard something.

Cling, Cling.

"What?"

It should like cowboy boots with spike spurs, which AJ did hear as the sound was getting closer to her.

"Well, well, well. Look at you, hard working like always, ain't ya?"

"What in tarnation!?"

She was surprised to see Twilight wearing a fancy and old style cowboy outfit. She even had a cowboy hat with her cutie mark on it. Twilight walked up to her and lean against the wall of the front barn.

"Howdy." she said as she tipped her hat forward with a grin.

"Twilight!? What's going on? Where did you get this outfit, and why are you here? I'm kinda busy, and I can't play right now. Also, what's up with that smell!? Is it coming from you?"

Twilight chuckled. "Relax, sweetie. I'm not here to play or anything."

"Then what are you here for, Twilight?" AJ asked as she watched Twilight taking something out of her pocket.

What Twilight took out, was a silver pocket book. She snapped it open, revealing rows of cigars. She used her magic to flick one out and caught it after putting the pocket book away. She then tossed it into the air, and quickly spinning out a revolver and firing up in the air. She opened her mouth wide and caught the lit cigar. She put the gun away and blew the smoke out of her mouth.

"What are you, some kind of cowboy?"

Twilight chuckled and took in a deep inhale of the cigar, making it burn so quick that the ashes stopped at near her lips. She tossed the end away and blew out another puff of smoke but spelling "Yes, my sweet apple of my eye."

AJ didn't look amused and was still confused. She used her hat to blow the smoke away.

"Seriously Twilight, what is this about? You never wore an outfit like this before and even smoking? What's going on?"
Twilight lower her self, grabbing AJ's hand. She kissed it.

"Nothing is wrong, sweet apple pie. I'm just being normal and showing you how touch I can be. How much of a stallion I can be."

"Stallion? What are you talking about? You're a mare, so..."

Twilight stood tall and used her magic to lift her shirt and pull down her pants.

"No, I'm not a mare. I'm a stallion, AJ. Just look."

AJ looked and became shock as she saw a penis between Twilight's legs, even two big purple balls. As she stares she noticed the smell once again but much stronger. She suddenly became hotter, and her legs were shaking. She could feel her panties becoming wet.

"Wha-wha-wha-what is this, Twilight?! You can't-you can't-you can't be a stallion!"

Twilight got closer and placed her arms on AJ's shoulders.

"You can feel it, can't you? The heat. The desire. My strong scent. Your legs are shaking. And look. I can tell you're excited, my little filly."

"Wha-"

Before AJ could say anything else, Twilight pulled her in and kiss her on the lips. Her arms wrapped around AJ's body. As the two made out, AJ couldn't stop. She could taste the smoke, but it didn't bother her. Instead, she felt more turned on by it.

She couldn't understand it. She never liked mares. Not in a romantic sense. So, why was she enjoying Twilight kissing her? Why did it feel so good to her?

Soon, AJ found herself returning the kiss a tiny bit... until she snapped back to reality. She pushed Twilight off and wiping her mouth.

"Twi, you are a mare! Even if you have a long... s-strong looking, beefy..." she caught herself as she was drooling. " C-Cactus with two tumbleweeds! You aren't what I like. And what's worse, you're smoking and such. This is not who I thought you were."

Twilight stood tall and taking out the rope that was on her belt. "If I remember correctly, you love strong and powerful stallions, right?" she started to do tricks with the rope. "I can prove I can be just as strong and powerful like you desire!" she spun the rope and threw it over AJ, tieing her up and pulled her toward. Right into her arms and lowering her to the ground and looking deep into her eyes, causing AJ to blush red. "Let me do that and prove I can tame that wild spirit you have, and make you my lover."

"T-Twi, this is not the time for a joke or whatever is happening. If you have something to say, say it already."

Twilight got closer and whispered to her.

"Applejack. My sweet darling apple pie. I'm not here to play or be friendly with you. I'm here to show how much of a stallion I can be. To show how I can be better than any stallion you meet. I want you as my lover and be part of my harem."

"This harem thing again? But how can-"

Twilight pulled her close and kissed her again.

"Shhh. Let me show you, and let me prove myself."

AJ's body was trembling, as the heat and scent were driving her crazy. She quickly got out of the rope before Twilight could kiss her again, which poor Twilight to kiss the dirt.

AJ stood up and trying to recover and understanding her weird feelings, but Twilight's scent and the musk were affecting her a lot.
"Okay, okay. If you want to show yourself so bad, go ahead and do it. But I have one condition."

"Yes?" Twilight asked as she was dusting her self off.

"If you can prove your point, and I'll agree that you're a stallion, and I'm wrong, then I'll join your little harem crap." She grab the rope that Twilight was still holding and pulled her to the ground hard. She then flipped her over and stomping on crotch. AJ gulp as she could feel Twilight's penis getting a tiny bit hard under her foot.

"If not, then I'll kick your sorry mare ass back to Canterlot! You got that!?"

Twilight smirk and agree to the terms. She got up and dusted her self off. She then asked what challenges she was going to do.

AJ had an evil smirk on her face. "Oh sugar cube, you have no idea. Now follow me."

AJ took Twilight to the certain part of the apple farm, where they kept their farm animals. They stopped near a wooden pen and saw a single bull was there.

"This here is our toughest bull. His name is Strong Arm. He is a pain in the flank. The only one that can tame him is Big Mac. Now, I want you to tame him and then start-"

"Easy!" Twilight said, tossing her hat to the wooden pole and removing her gloves. "I thought it is something harder than a simple bull."

She took out a red handkerchief from her left pocket and handed it to AJ, who became confused again. "Wat's this now?"

Twilight smirk. "To wipe away your tears as I will win this bet. Now, can we get started?"

AJ gave a hard glare, but open the gate. "Get them tiger..." she rolled her eyes as Twilight enter.

The bull took notice of Twilight but didn't do anything. It was only checking her out.

'You sure you got this Alpha?' Twilight asked, as the whole time it was Alpha was in control, and not her.
Alpha chuckled. 'Easy. This is nothing! Just gotta use our powerful and badass Alicorn mag-"

"And no magic, ya hear! I want a real stallion that isn't cheating with fancy magic shit!" AJ ordered as she was sitting on the fence and her arms crossed.

Twilight started to worry, but Alpha was fine with the new rule. "Fine with me, my apple pie!"

'Alpha! Are you fucking sure! You are using my body! My-'

"Fucking weak body? Yeah, I know. You have no muscles. You are skinny. You're a damn nerd! And the only thing you got is your big ass cock. So, no worries. I got this, so let's just get this over with, so we can fuck Applejack here. You can be the one to take the wheel after."

Twilight couldn't believe her. Alpha was using her body and was going to show off by using said body to handle a bull. How she can not freak out... but what Alpha said next made her have faith in her and remember why she saw her as a friend.

"Calm down. I won't allow anything bad happen to your body, Twilight. I'll drop dead before something happen."

'Alpha...' Twilight couldn't help but blush in how cool Alpha was. She truly wishes to be like that.

Alpha got closer to the bull, who realize why she was here and slammed her hoof into the ground and getting ready to charge.

"I see. So, you are a fighter."

Twilight's body change and gain more muscle, her chest got slightly bigger, her cock grew bigger, and her face gained a slight more mature look. Her hair grew slightly longer. She smirked as the bull started to charge at her.

"Well then, let's begin, shall-"

All of a sudden, everything was undone and Twilight was back in control of her body. She blinked and quickly screamed.

"ALPHA!?"

She started to run away from the bull as it was given chase and making loud noises.

'Oops, but looks like ran out of energy to keep myself in your body. Welp, looks like you are on your own. Good luck nerd.'

"ALPHA, YOU BITCH!" Twilight cried as she was running for her life.

Twilight was running and was lucky enough to jump out of the way as the bull slam into the fence before the bull could gore her with his horns. AJ watched this and sighed with slight disappointment.

"So, no magic and yet, you can't even tame a bull."

"AJ, wait. You see-AHHH!" Twilight was thrown into the air as the bull used its horns to throw her over across the pen.

"Yup, that's what I thought."

AJ rolled up her sleeves and jumping into the pen. She can't handle Strong Arm, but she can calm him down. But as she was getting closer, AJ couldn't stop being disappointed of Twilight.

'Here I thought that I finally found a strong pony who can be a great partner and be strong enough to protect our big family! Guess not.' She called to the bull. "Okay, Arm. Calm down and we can start mi-huh?" AJ noticed the bull faced her, but his eyes were pure red. That was a sign that bull was in a rage.

AJ quickly wonder why... until she remembers the red handkerchief that was hanging from her pocket. "Oh, son of a-OH FUCK ME!"

The bull charge at her and tried to gore her, but AJ quickly dodged. She was on the dirt ground. She faced back and saw Arm heading toward her, ready to kill her.

"Shit!"

She tried to get up but tripped and fell back down. AJ started to crawl away as fast she could, but the bull was faster. She wasn't going to make out of the pen in time...

"HELP! TWILIGHT!"

Twilight was on her stomach and her rear up in the air. Her ear twitch as she heard AJ screaming. She turned and saw what was happening. "AJ...?"

'GET UP!'

"Huh?" Twilight could hear Alpha yelling at her within her head.

'I SAID GET UP! ARE YOU GOING TO LET OUR APPLE PIE GET CRUSHED!? SHE'S IN DANGER AND AS THE ALPHA OF THE HAREM, IT'S OUR, NO, IT'S YOUR DAMN DUTY TO PROTECT HER AND ALL THE MARES YOU LOVE DEEPLY FOR! SO, GET YOUR SKINNY NERD ASS UP AND FUCKING SAVE HER!'

Twilight eyes widen, and realized Alpha was right. She wasn't going to stand by and let AJ get hurt, not only as a friend but also her lover. She will save her and will show her what an alpha she is!

She closed her eyes and focus.

Her body started to change. She gained more muscles, her chest became big that her vest pop open revealing her girls to the world, her cock became bigger, and her hair grow longer. Her cutie mark started to glow and her horn was glowing.

"No!"

Her magic faded and she stood tall and strong.

"No magic! AJ wants to see me how strong I am without magic, and that's what she is going to get."

"TWILIGHT!?"

"Hang on AJ. I'm coming!"

With her new-found strength, Twilight was able to make it in time and push AJ out of the way and the bull hit her instead, dragging her over the fence and onto the ground.

"TWILIGHT!"

AJ was worried that her friend was dead, but the bull stopped in place and seemed to be struggling moving forward... soon, AJ saw the bull being push back and showed that Twilight was pushing the animal back with one hand.

"T-Twilight?"

AJ could see how strong and powerful Twilight was looking and acting. That she could feel her pussy getting hot and wet and her legs shaking. Her face was red and was drooling as Twilight was grunting and pushing the bull further and further away from the fence.

"Damn, this is a tough bastard, huh?"

"Twilight..." AJ whispered.

The bull couldn't handle it anymore and stop fighting. Twilight gave it one last push and the bull was sent flying over the pen and hit the tree, causing some apples to fall and land on his head. He quickly recovered and hurry back to the pen and stood near Twilight... and submitted by falling on his back, showing his belly.

"...holy shit, she tamed Strong Arm. Only one who can do that is Big Mac..." she couldn't help but glare at Twilight's cowboy pants, seeing the large bulge. Soon, she saw flashes of her and Twilight having a big family. She even saw Twilight protecting them from anything... "Twi..."

Twilight was confused why the bull was acting like this, but she brushes it off and hurry to AJ.

"Applejack!" she kneeled down and scanned for any injuries. "Are you okay? You aren't hurt right?"

AJ had the biggest deep blush on her face as the bulge was near her face now. She could see how big it was, and it was getting her even hotter. She wanted to kiss it. She wanted to lick it. She wanted it to ram deep inside her pussy.

"Applejack, are you-" Twilight was interrupted as AJ grabbed her open vest and held her. "AJ?"

"Take me to the barn. There is a first-kit in there."

Twilight nodded and carried AJ to the barn. She sat her down and was about to look for it when AJ stopped her. She asked what was wrong but AJ didn't look her in the eyes as she answered her.

"I'm old fashion, Twi."

"Huh?"

"When I find a stallion that is powerful, and can be strong enough to protect their family... I'll be with them."

Twilight was shocked, but her mind was screaming with joy and relief. She won. AJ was going to be part of her harem...

"But..."

...well, maybe not. Twilight listen what her friend had to say.

"You are a mare! A mare with dick and balls. I saw you can prove you can be strong enough to protect a family, but can you make one?"

Twilight realized what AJ was talking about. Can she knock her up? Can she get her pregnant?

"AJ, I-"

"Can you, Twilight? Can you put a baby inside me? Can you be a father and mother to our children? I want a big family, so can you-"

"Applejack."

Twilight held AJ's hand, making her blush.

"If that is the only problem, then I can do it. Celestia told me I can impregnate mares..." she remembered a important detail that her former teacher told her.

"Right now, as you are. You won't be able to impregnate any mares until your Alpha form fully change you to be a real alpha Alicorn. So, like they say 'GO WILD!'." Celestia said as she giggled.

"...If you wish for a big family, I'll be happy to give you all the babies you can handle..." she coughed. " ...in do time."

AJ was surprise and couldn't believe it.

"R-Really?"

"Yes." Twilight placed her hand on AJ's cheek, brush a bit of her hair away which caused AJ to blush more. "If you want, I can... you know..." Twilight couldn't but become shy.

Alpha was listening to all of this and groan in annoyance.

'Come on, you two are already going to fuck, so what's the point of holding back!'

Twilight could hear her, and was about to answer her when she was push into a hay bale, making her laid back on it. Soon, she saw AJ near her crotch and unzipping her pants. Soon, Twilight's thick, larger and long cock sprung out. AJ didn't remember it being this long and big. She placed her hands on the shaft and started to rub it, feeling the heat coming from it.

'Fuck, this is bigger than a stallion's I've seen... bigger than even Big Mac's.'

She couldn't hold herself and began to lick the shaft, wanting to see it at full mass. Twilight could feel AJ's hand and tongue and it was sending her mind into overdrive. She couldn't help but moan.

"F-Fuck. That's it, AJ! Keep going..."

Soon, AJ stop and step back a little. She gulps loudly as Twilight's hard cock was looming over and covering her in its shadow.

'Holy cow, this won't fit in me!'

Twilight opened her eyes and saw how AJ was being intimidated by the size. Twilight could only smirk as she started to tease her.

"What's wrong AJ? Can't handle this bull?" she waved her cock around, laughing.

AJ quickly snapped out of it and glare at Twilight. She took off her clothes and hat, tossing it aside as she became naked.

"Listen here, stud. Don't underestimate a country mare like me. I've taken a stallion or two and have them beggin for more."

Twilight laugh as she knows AJ is still a virgin.

"Let's see if you can handle this cock, my apple pie."

AJ was getting nervous, but she wasn't going to back down. She got closer and forced the large cock down. She got on top of Twilight's chest, it was easy to get on as she felt those large breasts on her hands. She held the cock and aimed it at her wet and needy pussy.

"Here goes, cowboy."

"Yee-Haw!"

She sat down and felt her pussy lips opening up and trying to take in the cock. It was hard to push the large cock into her pussy. The head alone was big, so it was hard, and she could tell that Twilight was enjoying her struggles.

'Shit. Fuck. This isn't gonna-'

"FUCK!"

AJ felt a sharp pain, as her virgin pussy was being forced open.

"AHHH!"

The cock broke through her hymen and was half-way in her. She couldn't believe it. Half was inside, and she already feels like she is being split apart.

'Damn! I'm only half way, and yet I feel like my pussy is going to break!'

She needed to keep going, but she felt Twilight hugging her.

"Take it easy. There's no rush, AJ. I don't want you to overdo yourself."

AJ blush, as Twilight was holding her gently and lovingly.

"I'll go slow, and you can adjust yourself."

"T-Thanks, Twi."

They both smiled at each other and Twilight let go of AJ, and allowed her to keep going at her own pace.

"Ahhh."

It was hard and painful, but AJ was able to fit more and more into her. Soon, she started to ride it slowly and like Twilight said, she was going slowly for her to get used to. She was panting and drooling, her body was covered in sweat, and her hair was a mess.

"T-Twi. Twi. Fuck me, Twi. It feels so good! So much better than I ever thought!"

Twilight was blushing as she was being praised, and her cock was feeling how tight and wet AJ's pussy was. She kept moving her hips at the slow pace, making sure AJ can enjoy herself and her body.

"Fuck me, cowboy. Give it to me good. Make me scream!"

Twilight was loving how AJ was begging for her and wanting her to pound her, but she kept herself calm and gentle.

'Don't lose yourself, Twilight. Let her take her time, and then you can give her a wild and crazy fuck later.'

"Fuck that!'

'Huh? Alpha?'

'Who the hell wants to do a gentle fuck?! Just pound the bitch already!'

'No! This is my friend and lover. I have to respect her and not hurt her.'

'Hurt her? Pfft. I doubt she is weak, and she is taking your big cock and enjoying it! Now, stop being a little bitch and make her your bitch!' What Twilight heard next made her feel happy. 'S-So you can make her happy by giving her a b-big family like she wants... so stop holding back and FUCK HER ALREADY!'

'Alpha... thanks. You are right. I'll listen to you and give her what she wants.'

'Yeah yeah. Whatever. Just enjoy yourself... okay?'

'Yes. Thank you again, Alpha.'

Twilight felt happy, as she and her inner alpha personality were getting closer, and she could see Alpha was starting to warm up to her.
Twilight soon started to increase her thrusting, causing AJ to cry out and moaning more.

"Twi!? You are going to-"

"You want a big family, right AJ!? So you need to handle this ride!"

"FUCK! TWILIGHT!?"

Twilight grabbed AJ's hips and pushed her down, forcing more of her cock into her. AJ could see her stomach bulging a little as more and more was entering her. She was a virgin, but she can't believe she can fit a cock so big and yet not feeling her insides breaking.

"I'll give you what you want, and you will have a huge family."

Twilight went even faster, seeing her cock outline thrusting up and down in AJ's stomach. AJ couldn't stop her voice, her mouth was wide open as she was crying and moaning in pleasure and joy.

'Oh my god. She is pounding me! She is fucking me like a bitch! This is-'

"Soooooooo gooooodddd! TWILIGHT! I LOVE YOU!"

"Love you too, Applejack!"

Soon, Twilight couldn't hold herself anymore. She gave one more powerful thrust and shot her hot seed deep into her, filling her womb.

"T-TWILIGHT! I'M-!"

"CUM!"

"FUUCCKKKKK!"

AJ came, and her pussy milked the cock of all the cum inside it. It was the greatest fuck ride ever that she dropped on Twilight's chest, completely worn out.

'T-That was the best. I'm glad that I'm not a virgin anymore and lost it to a powerful stallion like Twilight.'

Twilight panted as her cock was still hard and deep in AJ's pussy.

'Fuck, AJ. You were tight. I'm glad that you finally gave your virginity to me, and I'm sure that the remaining others will also want the same... but...'

Twilight wasn't satisfied. She's becoming more like a real alpha and wanted more. She held AJ and brought her over to the wooden wall, forcing her against. AJ could feel her lover picking up her leg and soon started to fuck her again.

"T-Twi! I'm too worn out! Gimmie a sec-"

"I'm sorry AJ, but I'm not satisfied. I need more, besides looks like you're exhausted, too bad I'm not done with you yet, I said I was going to be your stallion, how tell your stallion to breed you!"

"B-Breed? I'm already-FUCK ME!" she felt her pussy being fucked harder than before.

"As you wish!"

Twilight started to pound AJ against the wall. It was so rough that it shook a bit and AJ couldn't stop screaming.

"AHH! TWILIGHT!? IT FEELS SO GOOD! SO MUCH BETTER THAN BEFORE! YOU'RE THE BEST STUD I EVER! FUCK ME! FUCK ME!"

"Gladly, my love. We aren't leaving here until I'm fully satisfied. You're my breeding mare now."

Twilight didn't know where the sudden burst of energy came from, but she wasn't complaining. She was finally acting like a real alpha.

While Alpha herself was sniffing and crying as she was finally proud of Twilight. "That's my girl! You finally grow a pair and act like a true alpha." She started to laugh and cheer, knowing her other self is getting closer and closer to the real deal. "Keep it up, and you'll become the almighty Alpha you've always meant to be!"

Twilight kept thrusting harder, making AJ being slam against the wall and her tits bounce. She didn't care about the pain or anything. All she wanted was Twilight's love, and a big family.

"Yes! YES! I LOVE YOU, TWILIGHT! PLEASE GIVE ME MORE! MORE BABIES! MORE CUM! MORE EVERYTHING! I WANT TO BE YOUR MARE AND CARRY YOUR KIDS FOREVER!"

Twilight could only smirk as she kept up with her pace. "Of course you want my babies! You are nothing but a breed-mare for my foals and cum. I'll make sure that your womb will be full and heavy with our young, and will look beautiful as you'll give birth to them!"

"YES! YES! FUCK ME MORE! GIVE IT TO ME, PLEASE!"

"Here it comes!"

Twilight came once more and filled her lover's womb, AJ joined her as she came as well. The semen dripping out as it was overflowing within AJ's womb. The two rested on the wall, and soon started to make out.

"AJ, will you-"

AJ smiled. "Of course, stud. I'll join your harem. I'll be yours and only yours."

"Thank you, AJ."

The two made out, as their lovemaking continues on for a while longer.

Later...

Twilight and AJ walk out of the barn, fully clothed and holding hands. The two headed back to the bull pen. Strong Arm was near them, blushing as he wanted Twilight to pet him.

"Ah, he's a big softy! Isn't he, Applejack?"

"Yeah... no."

"Huh?"

AJ grabbed the jag near them and handed it to her. "You didn't let me finish back there, but Strong Arm is our prize bull. Same goes with his semen. We got an order for his seed, and Big Mac is out of town doing a job, and won't be back for a while." She could see Twilight slowly putting it all together. "See, Strong here isn't into females, only other male bulls. He loves Big Mac because of how he strokes his cock. Looks like he fell in love with ya!"

"...what?"

Strong Arm turned to his side, revealing his harden cock as it was leaking pre-cum.

"Start pumping!"

"WHAT!?"

As Twilight was freaking out, Alpha was laughing her ass off. But she soon stopped as she heard something rocketing pass them above. She could see a rainbow trail.

'Next up is Rainbow.'

End of ch3

Ch.4 Finding The End Of A Rainbow

As Twilight was "milking" Strong Arm, she spoke to Alpha because she heard her mumbling to herself.

'What's wrong?' she started to tease her. 'Wanted to stroke this cock?'

Alpha groans in annoyance and yelled. 'Hell no, and I have been trying to think of a way to bag that annoying cyan bitch.'

Twilight stopped her hand as she was done with Strong Arm, who licked her face in a loving way. As she was trying to push Strong Arm off, she spoke to Alpha with a smile.

'I got this one!'

'What?'

'It's Rainbow! She's going to be easy to-' she coughed with a blush. '-bag as you put it... god, I can't believe I said that.'

Alpha took over the body and shoved Strong Arm off of her face. She stood up and laugh. AJ was wondering why her lover was laughing like a crazed mare.

"Twi-huh?" AJ heard something behind her, making her turn around. She was stunned but smiled as she walked over to whatever she saw.

Meanwhile, Twilight was blushing red as she had enough of Alpha laughing at her.

'S-Shut up! What's so funny!? Was it how I said "bagging"?'

This finally made Alpha stop with her laughter and her expression becoming a serious one.

"I'm not laughing at that you nerd. I was laughing about you taking down that Rainbow bitch." she stood there, looking annoyed like she was waiting for something... but it never came. "Huh? You aren't going to tell me not to call-"

'Nah, Rainbow Dash is a bitch, and is very annoying.'

"O-Okay..." Alpha wondered something. "Well, what's your plan to take her down?"

'Simple. She's a cocky little bitch when it comes to her speed and being challenged, so I'll challenge her to a race. If she doesn't then I'll goat her big stupid ego!'

Alpha could hear the hate within Twilight's voice. "Okay... you don't like her much, do you?"

'I do! It's just Dash gets on my nerves sometimes and she thinks that she can get away with anything! Like how she attacked my chest!' Alpha could feel her left hand being moved and groping her breast. 'But not anymore with these babies!'

Alpha had to roll her eyes. "Yeah, well good luck and hope your plan works."

'It will. Don't worry. Just need change of outfit.'

Twilight was soon in control again and saw AJ walking back, but walking with...

"Twilight~"

AJ blushed heavily as Fluttershy hop past her in a hurry. Twilight's eyes went wide and somehow, her cock burst through the cowboy jeans. It stood proud making Strong Arm blushing with awe.

What Twilight was looking at was Fluttershy wearing only an oversize T-shirt, her massive fun bags were hanging free and bouncing, the shirt was so large it showed off her thighs and butt. Fluttershy got closer and soon hugged Twilight, the massive breasts pushing against her, causing her own to be pushed against her as well. Making Twilight's cock being in a tit sandwich.

"I'm so happy to see you, Twilight."

Fluttershy started to kiss her all over her face. She stopped and looked down at the throbbing penis as it wanted to be played with, but she remembered why she was here.

"Oh, right."

She let her go, revealing a suitcase. Fluttershy set it down and opened it, making Twilight smile while AJ scratched her head in wondering what was up with the items in the suitcase.

"Pinkie told me that you'll need this outfit in charming Dash. In her words, "Twilight is gonna do the Rainbow Dash chapter, so she needs the perfect outfit for it! Plus, tell her-"

Twilight watch as Fluttershy stood up and forced Twilight's hands on her massive tits.

"That you better reward us with some hot, sexy, and rough fun after. Especially with me~"

Twilight slowly changed, looking more alpha in looks again. She held Fluttershy closer and look deep into her eyes. Fluttershy's heart started to beat as she never realized how beautiful and strong Twilight looked.

"Oh, don't worry my sweet mountain. Once I'm done with her, you and your huge bags of kindness will be my first target. I'll reward you for coming here and giving this outfit."

Twilight leaned down and kissed her. Fluttershy moaned, wrapping her arms around her lover's neck.

AJ was blushing, but she started to feel left out. 'Why am I feeling jealous!? I've already gotten my fuck, but...' Her pussy was starting to get wet. '...maybe another round won't hurt. After Shy gets her fuck later.'

Above the outskirts of Ponyville, we find Rainbow Dash sleeping on a cloud. She's wearing her usual athlete outfit, a yellow Wonderbolt theme tank top, blue with yellow stripes on the side running leggings and light orange sneakers. She was happily sleeping away until she heard someone passing her pretty fast.

"Huh?"

Dash opened one eye and then both eyes as she was shocked to see a smoking purple Pegasus mare as she was flying around and doing cool tricks. She couldn't help but sit up and keep looking. She never had seen this kind of Pegasus in town like this before, she should know as she check out all the mare Pegasus while living here.

"Who is she? I have never seen her before..." Dash asked herself, now standing up and trying to get a better look at the mysterious mare. She could get a few good views of the mare features as she flew by fast. "Damn, she has a nice rack! Oh, baby, what I would do to those large boobs!"

As Dash was in her little dirty imagination, she didn't notice the mare landing on the same cloud behind her.

"Being a perv, Rainbow?"

Dash snapped out of her thoughts and froze. 'I know that voice, but why does she sound like she has more confidence?'
Dash turned around and was in pure shock as the mysterious mare she had seen was in fact...

"TWILIGHT!?"

Dash screamed in disbelief as she finally had a good luck at the mare she was looking at before, but it was her nerdy friend best friend. Dash couldn't believe it was Twilight, as Twilight's small breasts were now way bigger now. Her short hair was now long, reaching AJ's mane in length. She's wearing a fully body skin tight black and purple bodysuit, not only showing off those large chests but her muscular build as well.

Dash pat her stomach feel her abs. 'What the fuck!? Her abs way better than mine!?'

Dash looked back at her, but she was already in front of her. But what really caught the cyan mare off guard was how Twilight was doing very sexy exercises, which showed off her strength and her new sexy figure.

"H-How!? When!?"

"Hmm?" Twilight stopped and smirked. "Oh, this? Just started on Alicorn exercise program I got from the princess. It was meant for my-" Dash blushed how powerful Twilight's wings looked as she spread them out from her back. You could see all feathers looked so beautiful. "-wings, but it also affected my whole-" Twilight grabbed Dash, stuffing her between her chest. Letting her little friend feel up her new body. "-body as well. You like?"

Dash was all red as cheeks were being squished by her new and improved friend's breasts. She could feel the new muscles.

"Oh god! How did she get this hot?!"

Twilight giggled. "Why thank you, Dash. It's very sweet of you."

Dash froze again. "Fuck! I said that out loud?!"

"Yep."

"AHHH!"

Dash struggled to get free, but it was useless. Twilight's new power was too much for the cyan mare as she started to melt in her arms. Twilight leaned in and whispered something to her, which made Dash gulped loudly as Twilight stood back up.

"Wow, really? Doing a loud gulp after asking a simple flying workout with me?"

Dash felt weak and couldn't say anything, as the words stuck in her throat.

"So, Dash, what will it be? Yes or no?"

Dash was shaking as she slowly raised her hand. 'God, she is so hot. And those new muscles... and that bodysuit showing everything... and... and...'

Dash nodded.

Twilight lick her lips. 'What a cute little virgin we have here! Dash sure is cute and a little naive if she thought I would forget about her attack on me. Well, not like I care, but I need to get even, and make her regret what she said.'

Twilight grabbed her and kissed her. Dash couldn't fight it as she melted once more. The two fell from the cloud and soon were flying through the sky. Twilight stayed in front of Dash, showing off her wing strength. Dash was stunned, and even more so as Twilight started to do advanced flying exercises, making the cyan mare drool and pant hard.

'Fuck... she's so sexy. She's getting me all horny, and I'm feeling all tingly down there!'

Twilight landed on a nearby cloud and Dash joined her.

'Look at her. She is panting hard, and her eyes are full of lust. All I did was show her how awesome and amazing I am. So, this should be easy. She'll be begging me to fuck her brains out.'

Twilight walked up to her, poking Dash's forehead hard.

"H-Hey!?"

Dash rubbed her forehead, but stopped as she heard her friend's voice.

"I challenge you to a race, Dash!"

Dash blinked then started laughing her butt off. "Really?" she wiped a tear away. "Look Twi, you got more sexy but no way in hell you can beat the-"

"The fastest Pegasus in all of Equestria, who will be a future Wonderbolt and then be their captain. Yeah, I heard that from you all the time Dash, so..." Twilight got much closer to her smaller friend. She glared down at her with a warm smile. "So why is the world's greatest flyer so scared of me?"

"S-Scared? HA! Why should I be scar-"

"Then prove it. Race me and loser has to do something for the Winner. How about that?"

"Y-You are serious?"

Twilight step closer, looming over her friend. "Very, Dashie."

"Don't call me that!" Dash blush and felt wet when she heard.

"Make me~"

"FINE! It's a race then. I'll wipe the floor with you!"

"We shall see, Dashie~"

Twilight winked at her and then pointed to Ponyville.

"One lap around Ponyville and back to the cloud!"

"Gotcha."

The two mares took off and quickly got around town. Twilight could feel how fast she was going and even could feel her power flowing throughout her body.

'Holy crap, I'm going fast! And I can't feel any kind of strain on my body and wings! It's like I'm a born again!'

Alpha was amazed by how Twilight was acting and moving. Sure, she was becoming an alicorn alpha like she was meant to be but...

'She's been changing too fast...'

Alpha watched Twilight going faster than even Rainbow Dash couldn't keep up.

Dash tried to go faster with her big wings, but she was struggling to past Twilight. "What's up with her!? This was supposed to be an easy race, but Twi is like on another level!?" She behind her, but Dash could smell something, a musky smell, and it was making it hard to think. "W-What is this smell?"

The smell was overwhelming Dash as she slowly closed her eyes and her wings were getting sniffed, making it hard to fly. Soon, Dash was falling behind and losing.

"N-No! I can't lose to her! I can't let her-" Dash was cut off as she saw Twilight landing on the cloud where they started. "Fuck me..."

Dash landed on the cloud and slump in a sad, and defeated, pose.

"Well, Dashie, looks like I win."

"Yeah..."

"And since I won, you have to do-"

"NOPE!" Dash shouted and opening her wings to leave. "You cheat or something! You didn't win shit, Twi!"

Twilight wasn't surprised by this, as she knew Dash would try something.

"Not surprising you will not hold your end of the wager, huh?" Twilight smirked. "Little Dashie is nothing but a big pussy in the end."

Dash froze as she didn't move her wings, which were still open.

"Huh? Did you just say what I think you said?"

Twilight smiled. 'Good, her pride is kicking in, just as planned.'

"I did."

"What did you say!?"

"Little. Dashie. Is. Nothing. But. A. Big. Pussy. In. The. End."

"I'M NO PUSSY!!!" Dash started to stomp her foot on the ground like a little kid. "WHAT THE FUCK YOU WANT ME TO DO!?"
Twilight smirked as her plan worked. 'Now I can get revenge and get what I want.'

"Simple."

Dash's angry eyes slowly became shock ones as she could a long cock filling down Twilight's leg, she could even the vines through the tight suit.

"You're going to take a nice thick dick deep inside you, and be a good little bitch."

"T-Take it? D-Dick?" Dash looked away and blushed. "W-Wait! What's up with that fucking monster of a dong, Twi!?"

"Hmm? Oh, this?"

Twilight took out her cock by ripping the suit surface. It sprung out like it was alive... well it was since it was Alpha after all.

"Came with the wings, why?" She step up to Dash, her cock pushing under against Dash's chin. "Wanted to get fuck by it?"

Dash couldn't stop looking at the monster. She had a lot of fun toys at home, but they were nothing like this. It's not like she ever tried a real one either.

'FUCK! THAT COCK LOOK SO GOOD! I'M SO WET DOWN THERE AND I CAN'T STOP FROM PANTING!'

"N-No..." she closed her legs together, not want to show off her wet spot that was getting bigger by the second. "I need to go, Twi. So-"

Dash couldn't finish as Twilight step closer and knocking into her. Their bodies now touching. Dash was looking up, seeing Twilight smirking all cool and sexy while feeling the cock rubbing against chest to her chin.

"What's a matter? Can't handle this big purple bookworm? Afraid you will lose the other virgin hole as well? You are scared, right?"

Within Dash's big fat ego, it triggered itself in not losing to anyone. "Scared? Hell no!" Not even with Twilight.

"Really? I know a scared little virgin when I see one, Dash."

"Virgin!? What makes you think I'm a virgin?!"

Twilight held Dash by her hips, holding her close. "Hmm? Really? That's the question you sure you want to ask?"

"W-Well, yeah!" Dash replied with a failed sounding brave voice.

Twilight lower her head and whispered into Dash's ear. As she spoke to her, she was playing with one of Dash's wings. Her fingers going through the base of the feathers.

"You are acting like a virgin who's too scared to act on her desires and wants to be taken. You don't want to do the work, and have a cock buried deep in you, but instead..."

Twilight's hand was now at Dash's ass, her finger tracing her tail base, making Dash shivered.

"You want someone strong and hot like me, to come along and just pound your tight virgin hole, isn't that right, Dashie?" she licked Dash's ear. "If I'm wrong, then you should have no problem fucking this nerd loser, right?"

"R-Right!"

Twilight moved away from her, her cock moving around like it was bait. "Prove it."

"Okay."

Dash started to strip. She was only in her sports bra and panties. While Twilight was fully nude as she ripped off the remaining suit. Dash gulped as she looked not only at Twilight's cock, but also her large breasts.

'Celestia oh mighty, they were only a small chest but now? They are so big! S-So juicy...'

Twilight used her magic to shape the cloud into a large heart shape bed. Even the pillows are heart shape. She rested on it and glared at her future lover.

"So, are you going to dominate me or what?"

"Y-Yeah."

Dash removed her bra and panties. She was covering herself as she climbed onto the cloud bed, shaking all over, not even looking into her friend's eyes.

"So, ready to become a real woman, Dashie?"

"Sh-Shut up! Let's just do this!"

Dash sat in front of Twilight's cock. She slowly looked up the shaft and seeing the tip of it. The shadow of the penis covered.

"...wow."

Dash never felt so small in her life before, but she didn't hate it. It was turning her on more. She wanted this. To be taken, and to give in, all by this hot stud before her.

'She's a huge stud, while I'm a little filly. God, I love that so much!'

Twilight saw this and couldn't help but tease her.

"What's a matter? Is little Dashie scared of the big old cock in her face?"

"N-No."

"Really? You are shaking like a leaf."

"Shut up!" Dash replied, shaking like Twilight said.

Twilight's hands were now on Dash's head, pushing her forward and letting her face hitting the cock. "Oh, are you sure, because it looks like you can't handle it. You are so weak, Dashie~" Dash's face was being rubbed on the dick. "You are not a woman. You are nothing, but a scared little filly who is going to be dominated, fucked, and broken by a ME! An alicorn!"
Dash didn't know why, but she couldn't stop her mind from getting foggy and her pussy dripping wet. She was liking what Twilight was telling her so much.

"You are such a cute loser, Dashie." She forced opened her friend's open and pulling out her tongue. "You want this, don't you? You are such a perv, but I like that about you, my dear Dashie~"

Twilight was teasing Dash's tongue with her dick's shaft surface. "You are such a cute little sub, my cute little loser, aren't you?" she let go of it.

"Yes." Dash replied in a deep whisper, her pride and ego not wanting her to admit it.

"What was that?"

"Y-Yes!"

"Good girl."

Twilight forced Dash backwards on the bed and loomed over her with pure lust. Her lust increased as she saw how submitting and shy Dash was acting. Dash was so shy to look her in the eyes and her hands covering most of her mouth.

'This is so cute, and so hot at the same time.'

Dash blushed as she asked Twilight a simple request but in a cute scared voice. "...be gentle?"
Something within Twilight snapped. She forced her cock inside Dash's virgin pussy.

"AHHHH~" Dash screamed out in pain and pleasure as blood was oozing out.

"Don't worry, I will."

Twilight pushed in all the way. Her massive balls touching Dash's butt.

"AHHH!" Dash couldn't control her voice as her pride and ego were gone now, and replaced by her inner slut.

"It's okay. Just relax and enjoy it, okay?"

"Y-Yes..."

Dash couldn't take it as she was panting and drooling as Twilight's cock was stretching her and rubbing her walls. Her eyes rolled into her skull.

"AHHHHH!"

Twilight was slowly pulling out. She stopped and push back in, then pull out again and pushed back in. Going at a fast pace, not being able to hold back, not wanting to.

'Fuck! She is so damn tight and wet! Her pussy is sucking me in!'

Dash couldn't say a word, as all she could do was moan and scream. Twilight held Dash's wrists, her fingers digging into them. She couldn't hold herself back anymore, she was now pounding Dash's vagina, and soon was ramming her.

"C-CAN YOU BE MOR-R-AH!" Dash cried out as she could feel her pussy getting destroyed by the massive cock. "MORE G-GENTLE!? T-TWILIGHT!?"

"No."

"AHHH! WH-WHAT?"

"I. SAID. NO."

Dash's eyes rolled back again as Twilight was slamming her hard. She submitted that Twilight wasn't going to be gentle, and instead she was going to use whatever Twilight had in mind for her.

"YOU ARE GOING TO BE POUNDED LIKE THE LITTLE BITCH YOU ARE!"

"OH, FUCK! AH-AH-AHHHHHH!"

"DON'T WORRY, DASHIE. I'M GOING TO SHOW YOU THAT ALL ALPHAS ARE ON ANOTHER LEVEL THEN YOUR EGO! YOU ARE GOING TO BE A GOOD SLUT AND DO WHATEVER I SAY, IS THAT CLEAR!?"

"YES!"

"YES, WHAT!?"

"YES, MA'AM!"

"MORE!"

"YES, MA'AM, I'M YOUR CUTE LITTLE SLUT! I'M A WEAK BITCH AND YOU ARE A STRONG LADY! I'LL DO WHATEVER YOU SAY, MA'AM!"

"FUCKING RIGHT YOU WILL!"

Dash was cumming hard, her first real orgasm. She couldn't think. Everything was too much for her as Twilight's power was overwhelming her. She was going to break and love it. Twilight kept going, not caring how her new lover came all over her cock.

'I can't stop! I don't want to stop! Her pussy is like a vacuum, it is sucking me in. I can't take it, but I have to!'

Twilight's cock was throbbing hard, the base was starting to get big. She was close.

"T-Twi-AHHHH-Ma'am, you are so big! Your c-c-cock is amazing!"

"You are so cute, my little sub."

"Please, ma'am. I'm a good slut, right?"

"You are a very good little filly slut."

"T-Then can I have a nice warm treat for being good?"

Twilight stopped moving, her cock was now throbbing like mad. She released her load into Dash, who was screaming with pure ecstasy.

"TAKE MY LOVE, MY LITTLE SLUT! TAKE MY HOT STICKY CREAM ALL THE WAY INSIDE YOU, MY LOVE!"

"M-M-MA'AM!"

The two mares were panting and breathing hard as their love making was over... until Twilight flipped Dash around with easy, making her moan as she felt her walls feeling Twilight's cock spinning within her. Twilight started to fuck Dash doggie style, and the new position made it better for both of them.

"OH, FUCK! AHHH~" Dash screamed as she felt her pussy getting fucked again with no rest between from the first round.

"You like this, right, my little bitch?"

"Yes, ma'am."

"Then be a good slut and submit."

"I-I am-"

Twilight forced Dash's head on the cloud surface. "LOUDER!"

"I AM SUBMITTING, MA'AM!" Dash shouted back, loving how she being treated.

"THAT'S RIGHT! YOU ARE SUBMITTING TO ME! ONLY TO ME!"

"YES, MA'AM!"

Twilight went rougher on her, her new muscles flexing all over. Her new and improved cock was pounding her harder. She grabbed Dash's hair and pulled it.

"YOU LOVE THIS! YOU WANT MORE, RIGHT?!"

"I LOVE IT, MA'AM! I WANT MORE, SO MUCH MORE!"

"GOOD! YOU ARE MINE NOW!"

"I'M Y-Y-YOURS, MA'AM!"

"THIS HOLE IS MINE! YOU ARE MINE TO USE!"

"ALL OF ME IS Y-YOUR-AHHHH~" Dash came again, spraying all of the juices over Twilight's cock.

Twilight forced Dash's face back on the cloud. "AND YOU ARE NEVER TO LET ANYONE ELSE FUCK THIS HOLE, ONLY I CAN! DO YOU UNDERSTAND!?"

"I UNDERSTAND, MA'AM!"

Dash passed out and her eyes rolled back.

Twilight's old self reappeared as she could see how Dash was. She stopped. "D-Damn, did I go too far? No, no way, I mean, look at her."

Dash was smiling with hearts in her eyes, as she was panting and her tongue hanging out. Nothing but pure bless and joy on her face.

"Fuck me." Twilight whispered, being so turned on how Dash looked.

Twilight started to thrust again.

"You're not the only one, Twilight, you are not the only one~" Alpha replied, who was watching all this.
Dash slowly raised her ass. Her legs opening up more. She was giving more room for Twilight to fuck her. The two stayed quiet as the noise was each other flesh meeting, and their love juices mixing. Twilight felt her balls getting big again.

"Here we go, Dashie. Take it all inside you."

"Yes, please. I need it."

Twilight's cock throbbed as her seed was shot into Dash. Twilight felt her energy leaving her, and the same happened to Dash, who was now laying down on the cloud. Twilight was recovering, but Dash passed out from the amazing sex.Twilight pulled her dick free and smiled as her cum was oozing out of Dash's pussy. She lean forward, shaking her lover.

"Yo, Dash? You alright?"

Twilight could see that Dash knock out cold.

"Shit. I wanted to ask her if she wanted to join my harem now?" She sighed, trying to think of way to wake Dash, but she took notice of those big puffy wings that her friend has. "...hmmm."

Twilight picked both wings and amazed how heavy and thick. Dash is flat chested and had no rear, but she had one of biggest and thickest wings out there.

'Damn, these are pretty heavy. Wonder how she can fly with them.'

Twilight smiled, and a perverted thought came to her mind. She lifted both wings putting together and pushed her dick through. She started to pound her friend's wings and moaning loud, enjoying how soft they felt around her cock.

"Oh, Celestia. This feels amazing!"

She went faster, not wanting this to stop, even when her cock was twitching.

"I can't get enough!"

She was losing control as her mind was turning into mush. Twilight always wanted to do a wingjob after getting her dick. Now finally doing one, she's in heaven.

"Yes! Yes! YES!"

Dash was slowly coming back. She heard moaning and could feel something. "W-What is..."

She could feel someone moving her wings. "H-Hey!"

Dash turned her head and saw her friend was fucking her wings. Her body was shaking as she was getting turned on by this. Seeing Twilight using her wings as a fleshlight, and her moaning was so sexy.

"Oh, Dashie. Your wings are so fucking good."

"Dashie?" She blushed when she heard that again. "W-Wait..."

Dash was being dominated by her best friend, and now new lover. It was like a dream come true.

"Ahh, Twi, stop... this is..."

Twilight was too into the wingjob not to hear.

"Twi..." Dash could feel Twilight's cock throbbing harder, and knew that it was about to blow.

'F-Fuck... my wings are getting hot, and so is my back. Shit, this is feeling so good!'

Twilight kept thrusting, until she felt it. She started to increase her pace and speed. She was so close.

"Oh, yes, fuck! I'm Cumming~"

She came hard, shooting her seed all over Dash's back and between the wings. Twilight stopped thrusting and fell backward, landing on the pillow clouds. Dash tried to stand up but felt a magical aura around her body.

"H-Huh?"

Dash was floated up and placed on top of Twilight's chest. She then felt a caring hand stroking her mane, making her blush.

"Twi?"

"Dashie, do you want to join my harem?" Twilight grabbed Dash's chin and made her look up. Dash quickly felt weak as she saw her friend's beautiful and strong looking face. "The other girls had changed their minds after... 'talking' to them. You will love it. And I can give you more love and pleasure than anything else."

Twilight held Dash close, hugging her like a stuff bear. Dash was blushing, and her heart was racing. She was nervous.

"Well, do you want to join?"

"I..."

Dash's eyes started to shine as she smiled.

"Yeah. I'll join your harem. Sounds like fun."

"Great."

The two hugged each other and kissed, showing their love to each other. Soon, both were laying there as they watched over the land from the cloud. It was peaceful and serene. Twilight was happy with how everything went.

'I can't believe that all of this is happening. Me, a unicorn who became an alicorn and having a harem. This is crazy, but I am glad to have one. To be able to be with the ones I love.'

'I see you are enjoying your win in bagging this sub little slut, huh?'

Twilight could hear Alpha's voice. "Alpha?"

Dash was too cozy to hear Twilight talking to herself. She just kicked back and enjoying the moment. Twilight kept petting Dash while speaking to Alpha.

'Yeah, enjoying it. Never knew Dash was a submissive little bitch. Kind of funny, since she is a tomboy, but I can't judge. She's kind of cuter that way.' Twilight heard no reply from Alpha. 'You there?'

Alpha voice returned. 'Yeah, just thinking of how to handle the super boss next.'

"Super boss?"

'Yeah, the final boss to bag is a tough bitch.'

Twilight laughed as she placed her cheek on her hand. "Rarity, huh? Yeah, I can see it. Super class lady and whatnot." she smirked real hard. "It is going to be fun in bagging her."

end of chapter 4

Ch.5 Finding The Diamond In The Rough

The next day, Twilight was in her room. She was trying to think of a way to get Rarity to join her harem. As she was thinking slurp noise could be heard. Down between her legs as she sat in her chair were Rainbow Dash and Fluttershy. Both were licking her cock.

Twilight couldn't help but smirk as she heard lover's praising her cock. "You girls really love my cock, huh?"

She petted both of them. Fluttershy did a long lick on the shaft and answered. "Yes, Master. It is amazing."

"So tasty." Dash licked the tip and started to suckle it.

"Hmm, good. Just keep going. Maybe this wonderful pleasure will give me some ideas."

Fluttershy kissed the shaft. "Whatever Master wants."

Twilight smiled as her lovers kept pleasing her. "Hmmm, I love you girls."

Both Dash and Fluttershy blushed as their master praised them. They both loved her and couldn't get enough.

"We love you, too, Master." both said in unison, and they got back to work.

Twilight watched them kept licking her cock 'This is the life.' she soon saw Fluttershy stop her licking and used her massive breast to start rubbing the cock. Dash was sucking the tip, and Twilight could feel both of their love.

'Hmm, now if only I can get Rarity here, then everything will be perfect.'

Dash could see could Twilight loving the tit fuck than her mouth job and this made it a little jealous. She pushed her almost flat chest on the cock's shaft but with Fluttershy's massive fun bags engulfing it, it made it hard for her to do anything to give Twilight pleasure.

Twilight could see this and with a smile she patted Dash's head.

"Don't worry, I'm feeling amazing right now with your loving mouth." Twilight placed her hand under chin playfully. "So keep using your mouth."

This made Dash smile and started to kiss the cock as she let Fluttershy handle the tit job. Fluttershy could see that Twilight was happy with her work, so she was going to go all out.

"Oh, Master, you are so big." Fluttershy kept moving her breast up and down, and every time her breasts went up, Twilight could feel her cock being pushed into Dash's mouth.

'Damn, this is amazing, and just thinking of Rarity joining us will make it better.'

Alpha could hear her thoughts.

'Yeah, you have gotten lucky, so let's hope we can get this fancy bitch in the sack. Then, you would complete the harem, and have a lot of fun with these sluts.'

'You're right, but how do we get her?'

Twilight could sense Alpha shrug. 'Dunno, if you are having problems in thinking of something, then why do you think asking me will help?'

'Gee, thanks. So glad to have you here.' Twilight sighed. If Alpha couldn't help her then she needed to ask someone else and the only ones who could help were her harem. Fluttershy and Dash were too busy in pleasuring her cock and she doubted those two could think of anything.

Twilight looked over to her bed and she could see AJ and Pinkie still recovering after being fucked by her.

'Maybe those two could think of something?'

Before she could say anything, she suddenly felt herself cumming as her load blasted all over Fluttershy and Dash's faces. Her semen also landed on Fluttershy's breast, covering her cleavage, and she saw Dash was licking her face, eating all of it.

"Master." Both called out to her, wanting to fuck now.

But Twilight wasn't up for it right now. "Sorry, my loves, I'm just a little tired. Why don't you two take care of each other?"

"Okay, Master."

Dash nodded as she started to clean Fluttershy off by licking and then sucking her childhood friend's nipple. Soon enough, both mares started to make out and started going at it on the floor. Twilight loved what she was seeing, but she needed to stay focus at the task at hand.

Twilight stood up from the chair and walked over to her other two lovers. She sat down on the edge of the bed, making them take notice of her, and they soon got up top of her. They hanged off of her body and kissed her face, telling her that they wanted more.

"Now, now. You two will have more later. Right now, I need your help in coming up with a way to get Rarity."

AJ and Pinkie were surprised. They looked at each then back at her and AJ spoke up first.

"I dunno Hun. What can we do? I'm the smartest type like ya. I'm just a simple farm mare, and don't know anything bout getting Rarity's interest."

Pinkie was thinking and snapped her fingers. "Why not just take her on a date?"

Twilight blinked and gave her a look of disbelief. "A date? Really Pinkie?" she couldn't believe that's all Pinkie could come up with.

'Well, it's not a bad plan you know.' Alpha answered within Twilight's mind.

This took Twilight's attention away from Pinkie. 'Really? A date? That's sounds so simple. How will that get her to join my harem?'

Before Alpha could answer, Pinkie spoke as she placed her face in Twilight's view.

"You can woo her, you know! You are good at it. Just take her somewhere fancy and then bam! You will have her! We couldn't resist your charms when you came to us and then fucked us!"

Twilight shoved Pinkie away from her face and realized that her lover was right.

"Yeah, my charm can't be beat. I'm very persuasive. Okay, fine. A date with Rarity it is. This will be fun!"

AJ kissed her face, her eyes filled with desire. "I bet you will have a great time." she started to rub Twilight's chest, gesturing she wanted her.

While Pinkie started to kiss Twilight's neck, also signaling that she wanted to be fucked by her once more. "Yes, and you can't lose, my sweet honeybun."

Twilight smirked as she saw how her seduction skills got her these sluts. "Yeah, I can't lose. Not when it comes to seducing someone." she placed each of her hands under her lover's chins, making them stop and feel weak. "Just like with you two and the others. I couldn't lose when I seduced you. You four couldn't say no to me." she smiled. "Even if you did at first, you eventually saw the light-"

'Or the smell.' Alpha corrected as Twilight's cock gave off a musky smell that made any mare wanting her.

Twilight sighed. She ignored her and leaned forward and kissed both her lover's foreheads, and their faces were flushed.

"And Rarity won't either."

She stood up from the bed and looked at the wonderful mares she had conquered.

"Girls, sit before me! I need to reward you all for being so good to me."

Fluttershy and Dash stopped eating each other out and hurry over to AJ and Pinkie, who already sat down in front of Twilight. Twilight looked down and could see their lustful and wanting eyes as they glared at her large cock. She couldn't let them wait much longer so she started to stroke her cock.

"I'm going to give you want you girls wanted. My seed~"

"Oh, Master, thank you. Thank you!" all four cheered in unison, wanting nothing more than Twilight's love and cum.
As Twilight stroked her cock, she kept looking at them, and their eyes never left her. She loved it, she loved being in charge of this family she created and could feel herself getting close.

"Open wide my little whores~"

They did as told, they open their mouths with their tongue hanging out, wanting the first taste of their master.

"Here it comes, my sluts~"

She stroked harder until her cum flew out. Twilight watched as each cum landed on her lovers. AJ caught the most with her mouth, not letting the cum hit her body, but her face did get some. Pinkie didn't move and just let the cum landed on face, which she then used her tongue to lick it up and shallow the rest. Dash got most of it in her mane, but also on her upper face. She used hands to wipe and gather the cum into her, and she licked it clean. Finally, Fluttershy got hit the most that she almost look like ghost by the end of it. As the cum oozed down her face and into her neck, the semen drips into between her chest that she started to mush them together. Twilight could hear the gooey sounds of her semen being pressed against her lover's large tits.

"Such good girls, I have. And so eager to eat my cum."

They couldn't say anything, since their mouth was full and lost in their pleasure. As they were cleaning their selves up, Twilight looked out of the window. She could see Rarity's shop in the far distance and with a smirk, she knew this would be a fun and easy date.

Twilight was out about the town and started to look for Rarity while her girls were playing with each other as she was out. She was wondering where Rarity was at, since she wasn't at her shop as the close sign was up.

'Where could she be?'

She believed she meant to be at the trader market since Spike was out and came back with a bag of gems hours later. That means Rarity used him to help her dig up gems from the underground caves near Ponyville.

'She must be here, no?' Twilight entered the trading market, seeing different kinds of stall trading many things. Some were trading clothes, armor, gems, weapons, and even magical items. But she couldn't find the white unicorn anywhere. 'Damn it, where is that prissy mare at?'

She soon got a whiff of an elegant smell, and it was getting stronger as she walked down the market. She knew this was the smell of Rarity's perfume as no normal mare will own this very expensive item. Twilight kept walking until she saw her target. Rarity was trying to trade the gems she had dug up to a trader that had rare Zebra perfumes.

'Jackpot.'

Alpha could sense that Twilight was ready to pounce and could feel a strong aura around her. 'Wow, this is your battle mode, huh? Well, you can do this. Just go and bag her!'

'You're damn right.' Twilight thought as she approached Rarity, not taking her eyes off of her.

As Twilight got closer she could hear the talk between Rarity and the trader, and it seems Rarity wasn't getting her way in the trade.

"This is outrageous!" Rarity huffed. "I mean, look at the size and color of these gems! And you're trying to tell me they are worthless!?"

The trader wasn't bothered by Rarity's tone. He kept inspecting the gems. "Ma'am, I'm not calling them worthless, but the fact of the matter is these gems are worth nothing to me. I'll happily trade for something else." he tossed the gem he was holding at her but Twilight caught it with her hand. "Huh?"

Rarity was stunned to see Twilight, but looking so different now from her looks but also how she was dressed. She wasn't wearing her normal boring librarian look, but wearing something that Dash will wear but slightly more high class. She could see her wearing a normal t-shirt but on top of it was a white jacket with her cutie mark on the back. She had jeans on with nice looking shoes.

"H-Hello, Twilight."

"Hey, Rarity. Doing a little trading?" Twilight asked, holding the gem in her hand. She started to spin it on her finger. "Seeing you are having not much luck at it, huh?"

Rarity sighed. "Not much. This guy doesn't think that these gems are worth it."

Twilight smirked as she inspected the gem and could tell that it was worth something, but seeing how the trader was dress hint he wasn't going to spend much on a gem that he had poor knowledge on.

"Well, I can see his problem."

Rarity was a little shock. "You do!? What's wro-"

Twilight didn't let her finish as she placed the gem on the table hard, scaring the two. With a smirk, Twilight told the trader that the gems did have value and weren't normal common gems like he thought.

"You can get a pretty bit or good amount of rare stuff in the Canterlot trader market. Here." Twilight proof in a scroll and pen. She started to write something down and handed it to him. "If you need more proof these gems are worth something, you can take this letter to the castle's Appraiser. And trust me, they will say the same thing."

The trader was impressed and could see that he made a mistake. He looked at the letter and saw that Twilight's signature was on it. He knew that she was the student of Princess Celestia, so that would make her name hold great power.

"Oh, my. I'm sorry, I didn't know. Um, if I take these gems, what would you like in return? I have-"

Twilight smiled. "You might want to talk to the mare who brought them here, not me."

The trader cough as he realized his mistake. He started asking Rarity what she wanted. As Rarity was asking for what she wanted, she eyed Twilight who was smirking as she waited for her to be done.

Rarity and Twilight were walking out of the trader market. Twilight was listening to Rarity as she was going on about the rare Zebra perfumes.

"Thank you, darling. If not for you, I wouldn't have gotten these amazing perfumes."

Twilight ignored what Rarity said and grabbed her by her shoulders, spooking the mare. "Hey, you want to go on a date with me?"

Rarity was dumbfounded.

"Uh, wh-what? A date?"

Twilight smiled. "Yeah, a date. With just the two of us. It will be fun."

Twilight was prepared for Rarity to decline her offer, so she started to think of ways to get her to agree... but...

"Sure darling."

Twilight sighed and was going to ask her why not until it hit her. "Huh? Really?"

Rarity smiled as she placed her hand on Twilight's cheek. "Of course, why wouldn't I take up this lovely offer?"
Twilight smiled and was glad her plan was working. "Cool, we-"

Rarity covered Twilight's mouth by stopping her with her finger. Twilight blush as Rarity leaned in and whisper into her ear. "Tonight at eight, at my place. Don't be late. Okay?"

Twilight nodded, not caring what the plan was now. All she cared about was that Rarity was accepting her offer, and couldn't wait for tonight.

Rarity giggled as she removed her finger and turned away. Twilight watched her go, but she was mostly glaring at that fine small ass.

'Wow, that went well.' Alpha said, feeling impressed.

'Yeah, that was easy.'

'So, what's the plan now? We can't waste time, you know.'

Twilight was thinking, and soon it hit her.

"I need some fancy looking clothes for tonight..."

"You sure about this, Pinkie?" Twilight asked as she was looking at her at herself in the mirror. She's wearing a dark purple tuxedo. She didn't like how the dress shirt was tight as her breasts were much larger than before. As she tried to adjust the shirt, Pinkie spoke as she was beside the mirror.

"Yup! Rarity loves a well-dressed mare, so you need to look good."

Twilight sigh, seeing there was no fixing the shirt. She didn't understand why the tux didn't fit her properly, even when she told Pinkie what size her breast were.

"Okay, but why a fucking tuxedo? And not a normal dinner dress?"

AJ spoke up as she was behind her, sitting on the bed with the others.

"Well, Hun. You are sporting a dick now, so it's only proper for you to wear a tuxedo."

Fluttershy giggled, covering her mouth. "Plus, it looks cute on you, Master."

"I agree," Dash added as she was laying her head on Fluttershy's lap.

Pinkie was grinning, her eyes filled with lust as she stared at Twilight's crotch. Seeing the monster dong being contained by those dress pants but also hidden away by magic. She wasn't the only one as the other girls were glaring at Twilight's lower area. They wanted her to fuck them while wearing that suit.

Twilight could feel the sexual energy in the air and smiled.

"Well, thank you, my whores. I'm glad you love this look." she turned from the mirror and ordered them all to stand before her.

All four girls stood in a line, blushing as they wonder what Twilight was going to do to them this time. Twilight tried fixing her shirt one last time before she walked to Pinkie who was the first and closest to her. Twilight placed her hand under Pinkie's chin and kissed her deeply. Pinkie's body heated up and started to moan as her master was kissing her. Her tongue was being dominated by her master's tongue. As Twilight was making out with her, she used her free hand to grope her fat ass. This caused Pinkie's moans to become louder. Twilight stopped and pulled away. A strand of saliva was still connected as Pinkie wanted more, but her master left her.

Next up was AJ. Twilight did the same, her kiss was deep and dominating as she placed her fingers into AJ's vagina. Poor AJ's legs trembled as her master was fingering her and kissing her at the same time. As their lips were connected, Twilight could feel AJ's tongue rubbing against her. She loved how AJ's tongue felt, but her tongue was stronger. She pushed AJ's tongue back into her mouth and could feel her lover's moaning into her.

With their lips still connected, Twilight shoved her tongue deeper, exploring her mouth. AJ's body couldn't take it as she came. Her pussy squeezed down on her master's fingers, and her body was going limp. Twilight stopped fingering her, and pulled out of both mouths. AJ dropped to her knees, while Twilight went to her next target.

And that was Dash. Twilight kissed her the same, but she started to grope her big wings. Dash was surprised by this as she never had her wings being touch while being kissed before. She could feel her master's hands moving along her wing's edges, and her body couldn't take it. With a few strokes, Dash came and squirted onto the floor. Her knees couldn't hold her weight anymore, and she was down on the floor as well. Twilight was a little disappointed in how quick that was, but hey, It's Dash after all.

Finally, Twilight stood before Fluttershy. Twilight looked at those exposed massive breasts. She walked in and kissed Fluttershy, but also groping the yellow mountains. Fluttershy couldn't do anything as her master was kissing her. As the kiss became more and more intense, she could feel her master's hands going to her nipples, and started to rub them. Her body was shaking as Twilight's skillful hands were doing a number on her. Didn't help how she loved how her master's rough hands were rubbing against her soft and smooth nipples.

Twilight broke the kiss. "I bet you're going to cum a lot for me." she whispered, her fingers moving fast as Fluttershy's mind was breaking down.

"Yes~"

"Good, I want to see you cum."

Fluttershy's eyes rolled up, and her mouth was hanging wide open as she squirted on the floor. As her body shook, her legs gave out. Luckily, Twilight was able to catch her, and laid her down with the rest of the girls.

As the girls recovered, Twilight checked her watch and could see that it was close to 8 pm.

"I'm off, so have fun without me." She headed for the door, and before she went downstairs she spoke one last time before leaving. "When I come back, I'll be bringing back my new slut to the collection."

Twilight left, leaving Pinkie to help the girls back to the bed, where the group started making out.

After a long walk, Twilight finally reached Rarity's Carousel Boutique. The sun had already set, and the full moon was in the sky. She could see some lights were on within the house and took a deep breath.

"Here goes nothing," she spoke and knocked on the door.

It didn't take long before Rarity answered the door. Twilight was star struck as she saw Rarity standing there. She's wearing a black sexy dress that hug her hips and waist, a black see-through shawl that covered her shoulders and her arms, and the dress had a long slit running down her leg. She was wearing her red lipstick and a gold necklace, showing off her neck.

"Hey, darling. You made it."

Twilight smiled. "Well, I couldn't miss this date. Not with a beautiful lady like yourself." she used her magic to teleport a bouquet of flowers. "These are for you. Hope you like them."

Rarity giggled and accepted the flowers.

"Oh, thank you, darling. You're too kind."

Twilight could feel her heart pounding against her chest as Rarity's smile was stunning. She was wondering how her smile can make her feel weak like this.

'Don't lose your cool!' Alpha yelled out in her head, snapping her out of her thoughts.

'Right.' she answered back.

Rarity let Twilight in and closing the door behind them.

A half hour and we find the two almost done eating their candlelight dinner. The dining table was lit up by candles, and they were having a fine meal. Twilight had some wine while Rarity had sparkling juice. The food was wonderful, and the atmosphere was romantic.

"You have great cooking skills, Rarity. Who knew you were this good?" Twilight asked as she finished her meal.

Rarity giggled, feeling proud. "Oh, thank you, darling. I've been taking lessons from the Pro and well known Chefs in Canterlot during my meetings with my fashion designers and rich clients."

Twilight was impressed and wanted to charm by saying that it paid off. But Rarity quickly cut to the chase with her.

"I'm guessing I'm next to be part of your harem, right dear?"

Twilight nearly spat out her drink, not expecting that. She wiped her mouth while Rarity laughed at her.

"Darling, don't act so surprised. I heard how the others been around you and making out as you hanged out. I believed it's my turn, correct?"

Twilight recovered and with a smirk, she answered her. "Well, since you are cutting to the chase then there's no reason to keep up with the act, right? Yeah, I want you to be part of my harem."

Rarity got up from her seat and walked around the table. Twilight could see the look of desire in her eyes.

"I must admit. You're not the nerd I knew." she stood before Twilight and touched her cheek. "I can see why the others fall for you, darling. I can't explain it, but I can sense a powerful aura coming from you. You seem so confident and sexy, I wonder..." her finger traveled down her chin to her neck. "How is it that your body got this way?" Her hand went further down, right to Twilight's stomach. "I should explain why I declined your offer to join the harem in the first place, darling. I owe you that before we get started."

Twilight raised her eyebrow. "Didn't you say you were into stallions and not made for me?"

Rarity nodded. "Yes, I said that, but the truth is darling. I believed you couldn't satisfy me" she pushed her hand further down, now touching Twilight's crotch. "You were always a shy, nerdy mare and couldn't handle..." she placed her other hand over her chest. "THIS!" she smirks. "I might act like a true and high class lady in the public eyes and gathering events, but the truth is..."

Without warning, Rarity shoved Twilight making her fall over with her chair. With her magic, Rarity removed the spell that was making Twilight's cock not visible. With the spell gone, Rarity could see the large bulge poking through the dress pants.

"I also heard rumors you were packing a monster of a penis, and it's very true. See darling, I'm a real slut in the bedroom." Rarity unzip the pants and removed it, releasing Twilight's cock to the world. She started to play with the tip of it but stopped. "Like really, REALLY, a slut. I love being fucked like the little whore I am. So, what makes you think you could satisfy me, my dear?"

Twilight could feel Rarity's magic surrounding her and soon, she was being drag away by her. They went up the stairs, and she could her talk as they turned a corner.

"I'm not like other girls, my dear. I'm more experienced and know what I want, and what I want is..."

They reached the bedroom's door and she opened it. Twilight was sent flying to the bed without her clothes thanks to Rarity's magic.

"A monster of cock that could rip me apart, and fill me up with so much semen, it will leak out. To dominate in the bedroom, but~"

Twilight watch as Rarity went behind a dressing screen, where she could see Rarity's silhouette. Rarity slowly removed her clothes, teasing her prey who she knew was watching her. Soon, she started to put something on.

"Okay darling~ Let's see if you control this slut~"

Rarity used her magic to shove the screen away, revealing her sexy dark purple lingerie. Black knee pantyhose and the flower designs at the ends. She placed her hands on her thighs and slowly going up her body as she showed her outfit. She's wearing a purple thong with a golden ring that attach to the strap of the panties. Her hands reached up and touched her chest area, showing off the corset lingerie she was wearing. Twilight was stunned and awe in what Rarity was wearing. Even more so as Rarity started to put on a little show for her. She was doing sexy poses, showing off her body and the outfit she was wearing.

'Holy fuck, her body... it's perfect! Her breast, curves, and ass are all flawless!' Twilight said within her thoughts, not noticing her cock became hard and standing proud.

But Rarity took notice of the standing pole. She walked over in a sexy manner and sat down on Twilight's lap. Rarity placed her fingers all over Twilight's chest with a smirk.

Rarity lean in, whispering into Twilight's ear. "Sit back and enjoy the show, darling~"

She got off and lower herself between Twilight's legs. She lifted Twilight's cock and started to stroke it all lady like while fondling the balls with other hand.

"W-Whoa..." Twilight whisper, feeling the double attack of her privates.

Soon, Rarity kissed the head of the cock and shoved it into her mouth, making Twilight moan with pleasure. She started to suck it, loving the taste. Her tongue was rubbing the sides, making her victim moan louder. Her head started to bob up and down, sucking it hard. Her free hand went down her own body and rubbed her pussy, getting wet from her actions.

"Holy shit, Rarity."

"Mmmhmmm."

Rarity kept going in her actions, but she stopped fingering herself and started to play with Twilight's balls again, making her scream out with a huge moan. Hearing that made her happy knowing she was taking charge here.

Twilight was completely caught off guard in Rarity blowing. She never felt such an intense blowjob before, but it was amazing.

'Oh, my god! Her throat is so tight! And her hands... they're magical!'

Alpha could feel how Twilight was enjoying it and knew that Rarity wasn't bluffing when she said she was an experienced slut. She became worried as Twilight was moaning was getting a little too loudly for her liking.

'Hey! Snap out of it! We are losing the upper hand here! Don't lose your cool like that, damn it! She is only doing this because she believes she's in control! What kind of Alicorn Alpha let their sluts make them moan like this!? It should be the other way around damn it!'

'Yeah, yeah. I get it... but dear Celestia, it feels soooooo good that I want to cum right now!'

Alpha slapped Twilight within her mind. 'Stop it! Don't let this slut get the better of you with a fucking blow job!'

Twilight started to finally resist the wonderful pleasure she was feeling. 'Sorry, I won't let it happen again.'

'Good. Now, show her what you're capable of. Let's show her who the boss is, shall we?'

Twilight grinned and decided to follow Alpha's advice. She wasn't going to let Rarity take the lead in this. No, she will do that herself. She grabbed Rarity's hair and pulled her back. She saw Rarity's face was dripping in saliva and tears from her hair being pulled, and the sight of it only got her harder.

"I'm so glad you decided to show me how experienced you are, Rarity." Twilight smirked, her eyes filled with lust. "But you aren't the one who is in charge, got that?"

Rarity's heart was racing. 'She's different. The way her eyes were glowing, it's like she's a totally different mare.'

Before Rarity could reply what was said to her, Twilight shoved her cock back into her mouth. Twilight was thrusting deep and hard, hitting the back of Rarity's throat. Rarity was gagging and couldn't handle the thrusting as it was getting too intense. Her mind was slowly turning into mush.

"You thought I was going to let you suck me off without fighting back, huh? Silly girl, you should know who the boss is. It's me!"

Tears fell from Rarity's eyes as the cock went even deeper and could feel her nose being buried in her master's crotch. Twilight could feel Rarity's throat, feeling the wetness and how tight her throat was. She started to pick up the pace, not letting Rarity have a moment of breathing. Rarity could feel Twilight's balls hitting her chin as the thrusting was going even faster.

Twilight was about to cum and could feel that it was going to be a huge load. She gripped Rarity's hair even tighter and shoved her cock into her. Blasting her load deep into her, making Rarity's throat fill up. After a few seconds, the cum flowed down her throat. Twilight could see some cum leaking from the corner of Rarity's mouth and through her nose. After a full minute, Twilight pulled out and her load came flying out as Rarity coughed.

As Rarity was coughing the semen out of her throat, she looked at Twilight and was speechless. She didn't understand how someone could cum so much and wondered if all Alicorns were like this.

Twilight didn't let Rarity recover, as she was already kneeing next to her. Without warning, Twilight took her hard and stiff cock, and slapped it across Rarity's face but hard. She did it again as she heard Rarity's moans.

With a perverted smirk, Twilight demanded Rarity to apologize to her in trying to take the lead.

"Now, now, slut. I want you to apologize for thinking you were the one in charge here. You are just a simple little whore, and should not try to do things like that again."

Rarity was rubbing her cheek, her face red from the slap. She was about to respond, but Twilight stopped her with another slap with her penis.

"You have something to say, slut?"

Twilight stopped and finally let Rarity speak.

"I'm sorry. Sorry for taking the lead and believing I was the one in charge. Please, forgive me, darling. I won't do that ever again-oof!" Rarity could feel another slap across her face. She could feel the pre-cum splashing on her cheek.

"And...?"

Rarity's face became redder and could feel her vagina dripping.

"I'm your cock sleeve and nothing else. Just a lowly bitch who needs to be taught her place. Punish me, please."

"Good." Twilight said... as she smack Rarity again with her cock. She wanted her to suffer more.

Twilight continued, and with each slap, Rarity moaned. Her face was covered in pre-cum, and the scent of her master's cock was too much for her. She couldn't handle it anymore and beg.

"Please, stop..." Rarity started to whimper. "I can't take it anymore! I'll do whatever you want..."

Twilight smirked as she gave her one last slap across the face. She loved seeing Rarity being like this... something within Twilight awaken. She stood and crossed her arms. "Strip for me."

Rarity didn't hesitate and did what she was told. She stood up and took off her sexy lingerie, showing off her body. Once she was fully naked, she was about to take off her pantyhose but Twilight stopped her.

"Keep those on, you look great in them."

"Thank you, Master."

It was Twilight's turn in using magic, she lifted and tossed Rarity behind her making her to land on the bed face first. Twilight scanned the room and saw a basket of ribbons on the desk nearby, no doubt was being used for a dress. She levitates spoons of laces ribbons from the basket and used them to tie Rarity's arms behind her, then her legs together and finally placed it inside of her mouth, gagging her. Twilight couldn't help but chuckle as she made the gag into a bow tie making it look Rarity was a Hearth's Warming wrap present.

"Look at you. All tied up, and can't do anything. So adorable. You like being helpless, don't you?"

Rarity was making some muffled sounds, which made Twilight laugh even more.

"I bet you are wet right now. Such a dirty little slut you are."

She got on the bed and forced Rarity's ass up in the air. Seeing that fine small white ass before her, Twilight grope it.
"You have a fine pretty ass, you know that Rarity? Of course, it's nothing like Pinkie's fat ass but still a fine one."

"MMMM!!!"

"Tsk, tsk. Don't try to speak. If you want me to continue, just keep quiet."

Twilight gave a nice and hard spank, hearing a muffled moan coming from Rarity. She did it again and again, seeing how the cheeks would jiggle and turn slightly red.

"Your white ass will look great in red, Rarity."

Twilight spanked her, again and again, turning her ass completely red. Each time, Rarity would moan. It was music to Twilight's ears. She was enjoying hearing the slut's moans.

"Alright, Rarity. Now that your ass is nice and red. I'm going to have a lot of fun with you."

Twilight stood over Rarity, putting her upside down, with their legs spread open. She started to jackhammer into Rarity by penetrating aggressively into her asshole. Rarity was crying out in muffled pain and pleasure. With her body bound and gagged, she couldn't fight back against the forceful thrusts.

'Yes, yes, yes!' Rarity couldn't help but enjoy how her master's thick and massive cock was stretching her. She was losing her mind and loved every second of it.

Twilight's thrust was getting harder and faster. She always wanted to do this kind of sex, and now she was doing it.

"Fuck yes! Your tight asshole is so warm! Damn, it's amazing! It's sucking my cock in, and it doesn't want to let go!"

"MMMM!!!!!"

Twilight did a powerful thrust into her. "You like that, don't you? You want more, don't you, you dirty slut?"

"MMMHMMMM!!!" Within her thoughts, Rarity was stunned how painful, but yet pleasurable her anal was. It was hurting, but it was a good pain, the pain she was loving. In fact, this was her first time getting fucked in the ass, even more so like this. She was loving every second of it. She was telling herself that she should be treated like this, but another part was still fighting. That she was a slut, but she shouldn't be treated like this, she deserved better.

'Don't give into it, Rarity. Keep fighting it!'

'Oh, stop acting like you aren't enjoying this, you slut of a dog.' Alpha responded within her mind.

'Who are you? Who said that?'

Alpha appeared to Rarity through as a dark purple aura mist. Only she could see it, as Twilight was too busy pounding away.

'I am Alpha. Twilight's alter ego, or should I say, her new personality as she's becoming a true Alicorn alpha. I can read your thoughts, Rarity. All thanks to Twilight here.' Alpha could see Rarity puzzled look. 'She's almost reaching Alpha status and because of that, it's allowing me to get stronger and speak to you but don't worry. You won't remember this.' she got closer to her. 'So, you should stop with the act and admit that you love being treated like this. You aren't just a slut, you are a fucking whore. An easy slut who wants to get fucked in the ass by a huge cock. It's okay, Rarity. We accept you.'

'Shut up! I'm not a whore! I'm a lady! Not some cheap hooker! I might be a slut in the sheets but-huh?'

Alpha's laugh was echoing through her head. 'Oh, but that's not true, is it? Why are you enjoying being fucked in the ass like this then? Here, let me make it better for you.'

Alpha snapped her fingers. Rarity suddenly moaned very loudly as it felt like there was two dicks going inside of asshole and going beyond a normal thrusting could do. The feeling was so overwhelming, she couldn't fight back.

"MMMM!!!!"

With each god speed thrust, Rarity was breaking down and couldn't think clearly. It was too much for her to handle.

'I can sense you are loving this, my dear. Why not just admit it? Say, "I'm a fucking whore who loves her master's huge cock!"'

'N-no, no! I won't! I won't-'

'Say it!' Alpha increased the speed even more, which made Rarity's eyes go cross eye with pleasure.

'I'm a... I'm a fucking whore who loves her master's huge cock!'

'That's a good slut. And what else are you?'

'I'm a dirty fucking bitch who loves getting pounded by her master's big cock! I'm a lowly worthless slut who is made to please her master!'

Alpha couldn't help but laugh as she watched Rarity break. Soon enough, Twilight could feel herself getting close and couldn't hold back anymore.

"Take my cum, bitch!"

Twilight did a final thrust and fired her load deep into Rarity. As Twilight came, Rarity whole body felt so good and couldn't think of anything else but the feeling of the cum filling up her insides that Rarity started to drool and was coming out between the gag ribbon and her mouth.

Once she was done cumming, Twilight pulled out and watched the load coming out. She laughed as the cum was coming out of Rarity's asshole and down her ass.

"Damn, Rarity. You really are a cum dumpster, aren't you?"

"MMMM!"

Twilight dropped her back on the bed. She got closer to her and could see the broken face on Rarity's face, showing she enjoyed the asshole fucking.

"Look at you. Your face is showing the truth. That you loved every second of it. Don't try and act like you aren't because I can tell by your expression."

Twilight moved the bow-tie and removed the gag, giving Rarity a chance to speak.

"You are correct, Master. I love the anal sex. Please, give me more. Make me feel even more like the cum dumpster I am. I'll submit to you and do whatever you want. Please, give me more. Dominate!!!"

Twilight grinned and was going to give Rarity what she asked. She untied the ribbons and lifted her on all fours. Twilight materializes a dog collar with her cutie mark on it and got on top of Rarity and whispered into her ear.

"So, are you ready to be part of my harem? Not only as a member but also the first official slut pet? What do you say, Rarity? You ready to be mine, forever?"

Rarity's whole body was burning, and she could see the collar pushing against her cheek. Her breathing became fast as her cheeks became red. She was whimpering as she could see it within mind thanks to Alpha magic. Rarity could see herself being fucked by Twilight as a breeding pet. Being treated better than the other girls, being the first and last one being fucked.

Rarity returned to reality and answered her lover in a whisper. "Y-Yes..."

Twilight didn't like the answer at all. She raised her hand up and slammed it down on Rarity's ass cheek, which made her moan.

"Say it louder! SCREAM IT OUT LOUD TO THE WORLD TO HEAR!!!"

Rarity screamed out with a happy smile on her face. "YES, MASTER! YES! I'M YOURS! USE ME AS YOU WANT! TREAT ME LIKE A PET AND FUCK ME WHENEVER YOU WANT! I'M YOUR SLAVE AND WILL OBEY YOU AND YOUR RULES!"

Twilight's smirk widened. "Then let's seal the deal."

The collar snapped into place around Rarity's neck. A magical chain appeared from it and was around Twilight's hand. She did it, she completed her harem and to top this off she went to her reward... Rarity's pussy. She shoved her cock midway into it slowly, wanting the conquering feeling to last long and could feel the pussy was tighter than she expected. She kept on going, not caring if Rarity was in pain or not. She just wanted to claim her prize and make her pet hers forever.

Soon, Twilight's shaft fully entered and stayed still, letting the pussy adjust.

"Damn, it's tight."

"Yes, master. Please, use me."

Twilight didn't waste any more time and started to pound into her doggy style. Rarity was crying out in both pleasure. Also pain as Twilight pulled the chain of the collar.

"Yes! Yes! Oh, master, thank you! Thank you so much! Thank you for making me yours and only yours!"

Twilight thrust her cock within her new slut, feeling the wet walls as her penis grind against it.

"Fucking hell, Rarity. You have such a warm and tight pussy. I can't believe I'm fucking your pussy for the first time!" Twilight increase her speed a bit. "No one else will ever fuck you again, you hear me! You are only mine! Mine alone!"

"YES, MASTER! ONLY YOU! NO ONE ELSE CAN FUCK ME! EVER! MY PUSSY BELONGS TO YOU! ONLY YOU CAN USE IT! ONLY YOU AND NO ONE ELSE!"

Rarity stick out her tongue, looking like a slut dog who was panting heavily. Twilight couldn't help but chuckle as she did a few hard thrusts into her.

"You love this, don't you, Rarity? Getting fucked by a huge dick and being treated like a slutty pet?"

"YES! YES! I LOVE THIS SO MUCH!"

"Are you my dirty little whore?" Twilight asked as she pulled the chain a bit.

"YES, I AM YOUR DIRTY LITTLE WHORE!"

"Good, now beg for it. Beg like the dog you are."

"WOOF, WOOF! PLEASE GIVE ME MORE OF YOUR HUGE DICK, MASTER! I WANT MORE OF YOUR DELICIOUS CUM! I'M SUCH A GOOD GIRL AND WILL OBEY EVERY COMMAND YOU TELL ME! I'M JUST A BITCH IN HEAT AND WANT YOUR COCK AND SEED SO BADLY!"

"That's a good slut. Now, you are going to cum when I tell you to cum, got it?" She could see Rarity nodding. With that answer, Twilight continue to fuck her in the doggy style position.

With each thrust, the sound of the moans, and skin clapping echoed in the room. Rarity could feel Twilight's hands roaming her body. Feeling her breasts, pinching her nipples, groping her belly, and finally playing with her clit.

"Master! Master, please!"

"Don't worry, pet. I know you can't hold it in any longer."

Twilight could feel Rarity's walls getting tight and could tell she was about to come.

"Okay, slut. Cum now!"

Rarity didn't waste any time and let out a powerful scream, her eyes going cross as she was experiencing the biggest orgasm of her life.

Twilight followed as she let her cum flow into her new pet, feeling her insides sucking her penis in. It was like a powerful vacuum and didn't let go until Twilight was completely empty.

After a full minute, they both fell onto the bed, breathing heavily. Both exhausted after the intense session.

"That... that was amazing, darling. I can't believe you are such a dominant lov-ugh?"

Twilight pulled the chain as she sat back up. "Did I order my pet to speak?"

Rarity shook her head.

"Good. Now, I have a task for you. Since you are my new favorite among my collection of sluts, I want you to clean my cock like a good bitch you are. So, what do you say, my little cum dumpster? Can you do that for your master?"

"Yes, Master."

Twilight moved to the pillows of the bed and sat down. Rarity crawl her way to her like a dog, and she started to lick the cock clean and could taste her own juices along with the cum. Seeing how well her new pet was acting, she gave her a nice head pet.

"Yes, yes, good girl. Keep going. I'll decide if you did a good job or not."

Twilight smiled as she watched her pet cleaning her cock, using her tongue and mouth. Seeing the cum being licked up into that so-called high-class lady mouth and seeing it swallowing her cum... It was a glorious sight. Rarity was such a high-class mare, but she is acting like a dirty whore and pet. She couldn't help but feel proud that she made her break down.

"Good girl. Now, swallow the last drops and finish the job."

Rarity did as she was told and swallowed the last drops, not leaving a single spot behind.

"Now, open your mouth and stick out your tongue."

Again, Rarity did as she was told and opened her mouth and stuck out her tongue. There was no more cum left in her mouth.

"Now, come here."

Rarity could see Twilight tapping her lap. She got on her lap, but she suddenly felt Twilight grabbing her sides and making her sit on her master's stomach. She was wondering why she on top of her, but Twilight answered her.

"Give me a foot job with those sexy feet of yours! Like I said, you look so fucking hot with those pantyhose! Better used them to their fullest!"

Twilight's voice was full of lust and desire. Rarity had no idea how her feet would feel on Twilight's penis. Twilight could see the hesitation on her pet's face, making her pull the chain. This made Rarity obey her.

"Y-Yes, Master."

Rarity's feet started to rub against her master's shaft, hearing Twilight moaning in delight.

"Oh, yeah. Keep going. Keep rubbing that cock with those sexy feet of yours."

She did what she was told and kept on moving her feet up and down. With each stroke, the shaft was getting bigger and harder.

"Fuck, yes. I can't believe your feet can make me feel this good. You are doing great, my little slut."

Rarity blushed hearing that. Soon, she picked up the pace, seeing her master enjoying it. Soon, pre-cum started to ooze out and stain Rarity's pantyhose feet. She could feel the stickiness of the pre-cum. She couldn't believe that she was pleasuring her master with her feet. She kept on rubbing, wanting to see her master cumming.

Twilight was loving every second of it. This was a dream come true, making Rarity do whatever she wanted. She started to think more lewd things to do with her. One of them was making up lost time back then, when Rarity asked her opinions on the underwear line she made and asked her to watch her pose in those sexy underwears. She was too much of a nerd and loser back then to act on anything or even realize she was given a chance to do so, but not now. She had Rarity at her mercy and could do anything with her, and right now, she was having the best foot job she ever had.

"Rarity, get ready. Here comes your reward."

With a few more strokes, Twilight's cock erupted and fired her seed into the air. Rarity could see the cum landing on her feet and then her pantyhose. Normally, Rarity would have been pissed off that her expensive pantyhose being stained and ruin by semen, but that was the old her. She placed her hand on her legs and slowly massage the cum more into her pantyhose. With her feet, she rubbed them against each other, making a slime sounding sound. Mixing the semen more into feet. Just doing the lewd act made her shot out her juices and could feel it dripping out of her pussy.

"Damn, Rarity. That was amazing. Your feet felt so good. I could say that this is the best foot job I ever had."

Before Rarity could answer, Twilight shoved her down into the bed.

"Let's keep having fun through the whole night and using my magic, I'll walk you like a dog back to my place in the morning. There, we can have more fun with rest of the girls. Now." She pulled the chain. "Act like a slut of a dog. You will need all the practice and training for your role as my slutty pet."

Rarity slowly had a perverted smile on her face. She opened her mouth and...

"Arf!" she barked like a dog.

Twilight felt her cock getting hard when she saw and heard Rarity acted like a dog.

"Louder!"

Rarity did as she command. "ARF!!! ARF, ARF!!!"

Twilight grin as she saw her pet wag her little tail. As the tail was wagging, she could see her pet's pussy, and it was dripping wet, and the insides were moving, hinting it wanted to be fucked again.

"What kind of pet owner I'll be if I don't give you what you want. I'll let you have a lot of fun."

"ARF! ARF, BARK!!"

"That's right, my little slut. It's time for the fun to continue."

And so, the fun continued as Twilight did another round of doggy style fucking and other styles throughout the whole night. She fucked her pet senseless, to the point that her cunt was overflowing with cum. The only sounds in the room were Rarity's barking, moaning, and whimpers as she kept getting fucked...

In the early morning, Twilight was tired as she laid in the cum soaked bed. The smell of sex filled the room heavily. She turned to see her beautiful new pet, covered in semen. Her stomach is bloated almost making her look like she was pregnant. Her eyes were rolling back, showing she had a dumb happy face and her tongue sticking out. The entrance of the pussy was oozing out thick cum.

Twilight couldn't help but feel a sense of pride for making a high-class lady who was a slut behind the scenes, into her slut and pet.

"Welcome to my harem, Rarity. I'll tell the girls to treat you as a dog as well." she laughed a little. "I know AJ and Rainbow are going to enjoy using you as a pet."

Twilight sat up and softly touched her pet's bloated belly. With a hard push, she pushed the cum out as it quickly oozed out of the pussy, which was enough to make the stomach return to normal.

"Don't worry, Rarity. I'll take care of you and make you my little breeding bitch. You'll make a good mother of my children!"
She leaned in and kissed her pet on the lips, her tongue going inside and exploring her pet's mouth. The kiss was so rough and passionate that it was making Rarity cum a bit more. Twilight stopped kissing her and started to play with her pet's nipples, teasing and pinching them.

"Oh, Rarity. Thank you for helping me get this far, and now I can't wait for the fun we will have together. Let's have more fun." Twilight looked all over her new pet and the sex they had, the feeling she had in making Rarity into this made her feel something. "Rarity, I think your my favorite of all of the girls. The sex was much hotter and the way you broke and became my pet was damn sexy. I want to keep fucking you for much longer unlike the others. You'll get more love from me as my new favorite!"

She kissed her pet again and got ready to do another round with her... but she sudden heard clapping.

"Huh?" Twilight turned to the foot of the bed, seeing Alpha there and sitting on the edge. "Alpha?"

Alpha stopped and grin at her. "Congrats Twilight Sparkle. You finally became a full on Alicorn Alpha!" she could see the shock, but yet confused expression. "Look at yourself in the mirror."

Twilight could see Alpha pointing her thumb to the dresser mirror, and she froze in shock. She quickly got out of the bed and hurry to the mirror. Standing there was Twilight, but her hair is now so long that it touch the floor and started to flow slightly like Celestia and Luna's mane. She could see the sparkles of the twilight sky within her new mane. She also noticed she was taller now than she was before, the same can be said before her horn.

"Is this...me?" Twilight asked, groping her larger breast now. She looked down at her cock and balls, seeing they also got bigger and thicker. "Is it?"

'Yup, welcome to becoming a full-fledge alpha Alicorn, you fucking queen.'

Alpha stood up and stood by her side. She placed her hand over her shoulder. Twilight looked at her with joy and happiness... but those feelings were quickly replaced with fear and worry.

"Alpha!?"

She could see her other self slowly fading. Alpha smirks at Twilight's reaction, as she could see tears falling. She answered her as her voice was no longer within Twilight's mind.

"Hey, don't fucking cry. Don't cry you loser. My job is done, so-huh?" Alpha was surprised by the sudden hug that Twilight gave her. With a defeated sigh, she hugged her back. "Don't get all mushy on me now, let me finish."

Twilight hugged her harder. "I don't want you to go... you are my friend... an annoying big sister that I always wanted..."

Alpha could feel the tears coming down. She didn't expect the feeling of being loved and the feeling of sadness. "Tch, don't say shit like that. I'll always be part of you and will always watch over you, but right now I got to go. Remember, don't ever stop dominating and conquering those who-..." she sighed, hating that Twilight kindness rub off on her. "Those lovers of yours. Treat them right, because they are family now. They are your wives and soon to be mothers."

Twilight could feel Alpha letting go and for the first time ever, Alpha had a genuine happy expression on her face, no teasing, no lust, no bad behavior.

"Goodbye, Twilight." Alpha was almost gone as she said one last thing. "Oh yeah, almost forgot. Since you became a full alpha now, I unlock your ability to finally impregnate those girls of yours. So..." Twilight became shock as Alpha was doing the hugging. "Make a shit ton of babies!"

Twilight nodded and hug her back. Even when Alpha was finally gone...

Rarity was awake and she was glaring at Twilight. She had puzzled look as she was seeing Twilight hugging her own cock, like she was parting ways with it or something.

"I will, Alpha!"

Twilight ended her hug and turned to Rarity, seeing she was an awake now. She gave her a pet a big smile.

"Let's go my lovely pet. I want to start making a big happy family with you and rest of the girls."Rarity started to wag her tail as she saw her master summoning the collar and chain once more. With deep perverted breathing, Rarity drop to the floor. On all fours, she crawled over to Twilight, to get ready for love making between her and rest of the girls...

End of ch.5

Ch.6 Haremship Is Indeed Magic

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!