Rubber Ascension

by DATONETWIxDASHFAN

Rating: mature
Tags: Fluttershy, Porn, Button Mash, Sex, Fetish, Spike, Profanity, Anthro, My Little Pony: Friendship is Magic, Dark
Length: 15067

Fluttershy, Button Mash, and Spike's lives will change forever on the night they and others were invited to a Award Ceremony

Twilight, her friends, family and people she knows are all invited to a Pony/Creature of the Year award ceremony, but things start to stink as Fluttershy, Button Mash, and Spike's lives will start to change as the night goes on...

fetishes:futa, transformation, jerking off, sex toys, soul removable, odor/smelling, titjob, cheating, ponies/creature becoming rubber, mind control
Everyone is 18+ and older

This is a commission for orivonfist

Published 2025-01-20 00:50:00 UTC
Last updated 2025-01-20 00:50:00 UTC

The Start Of Something Greater And The Ascension Of Kindness

On the outskirts of Ponyville, as the night sky began to take hold over the land, a lone party hall stood atop a hill. Lights from the building lit up the surrounding area and inside, several ponies and creatures had gathered. All familiar faces...

Inside, we find Twilight, Spike, and the rest of the girls all dressed up. They were the last ones to arrive, it seems.

Pinkie hopped forward, her eyes shining with wonder. "OOOOOOO look! Everyone is here! Look, over there are the students!" she pointed toward student 6, who was all dressed up and enjoying the free food as they sat at their table. "Lookie! It's Chrysalis!"

Dash shoved Pinkie away with her hand and looked. She could see Chrysalis, alone, drinking her drink. Dash chuckled at the sad sight.

"After becoming good, she still can't find a friend, huh?"

Applejack shook her head and pointed toward the food bar. "Over there is Big Mac and Applebloom." Her, Rarity, and Dash could see Sweetie Bell and Scootaloo alongside Applebloom, meaning the CMC were also invited.

The girls headed to the punch bowl, getting their drinks.

Twilight almost drank her juice when she noticed all the princesses at the V.I.P.-looking table. She became worried as she tried fixing her silver dress and hair, as she didn't want to look bad among the other princesses.

The girls looked, seeing Celestia and Luna, talking to their once evil counterparts turned twin sisters, Day Breaker and Nightmare Moon, who turned over a good leaf a few years ago. Between them was Cadance and Shining Armor, the two mostly listening to Heart Breaker's conversation about having a hard time finding someone like Armor in her life as she drank down a ton of drinks. Princess Ember patted her back, trying to cheer up as she returned to the table with a plate of food.

Rarity fixed her white dress, joining Twilight in looking presentable. "It's so good that all the princesses could make it!"

Fluttershy, wearing a dark long green dress with yellow pattern flowers on it, looked at the invitation letter that they all got.

"Pony/creature of the year award ceremony." She smiled happily, placing the letter away. "It's so great to be invited!"

Pinkie, wearing her old Gala outfit, bounced over, pointing out, "And we are all the nominees this year! We are famous!"

Dash, who wore a simple colorful dress, chuckled. "Hehe... Well, we did some awesome things this year! Why wouldn't they nominate us?"

As the girls were talking among themselves, Twilight was looking over the letter. She read it over and looked around as she felt something wasn't right as they headed to their table with their names on it.

'Odd, My friends and I being nominated makes sense, same with the princesses, but why is AJ's family, along with the CMC and the students from Friendship School here? What did they do to be Pony/Creature of the Year?' she scanned the room and took notice of Cream Heart and her young adult son, Button Mash, at a table. Cream was smiling as she looked at the royal table, while Mash just didn't care for the events as he played on his handheld console.

'Okay, this is starting to feel more off. Why is Cream and her son here?'

As Twilight was in deep thought, Spike got up and headed for the bathroom. Also joining him was Fluttershy, but mostly needed fresh air as she was nervous as thoughts of winning filled her mind. Finally, Mash sighed and got up, heading to the restroom as well. As all three left the hall, the lights went dark and a voice appeared through the speakers.

"Welcome everyone! Glad you all could make it! " Said the voice, but couldn't tell if it was female or male as it was heavily disguised by some voice editing magic.

Hearing the disguised voice, Twilight became more suspicious as she looked at the invite again. She realized something about it.

'Wait, Pony/Creature of the Year? I never heard of it before, not only that...' Twilight thought to herself as she scanned the rest of the letter, but noticing an important thing. 'There's no brand logo or name of who sent this.'

She looked around the room, and her suspicions slowly grew into worry.

'Where are the staff?'

Twilight was going to tell the girls about her suspicions when the voice began the show.

"Tonight we gather to celebrate our winners, the ones who did some amazing things! Things that have made us all happy and thankful for their efforts, and they are..." The voice paused, and the lights went dark, a large projector came out of the ceiling and showed pictures on the wall.
Pictures of everyone here, but the last photo was an unknown old mare.

"Sadly, one of our nominees could not make it tonight, as she passed away in her sleep. So, can we have everyone join in this toast for the late Star Shooter?"

Twilight looked down, seeing a wine glass filled with sparkling cider appear in front of her. She wanted to question this, but her mind started to feel foggy. She grabs the glass like the others. They listened to the heartfelt toast, and they drank.

As the girls placed their glasses down, they felt strange. Twilight fell, losing all strength. Pinkie and Dash soon follow, then the rest of the girls and guests.

A shadowy figure walked in, looking down on them all. Twilight tried to ask who was their attacker's name and goal, but her mouth didn't move, in fact, it became fused shut. As Twilight was freaking about her lips, her body started to become pure purple like her fur, and soon enough it became slimy and rubbery. Twilight soon took notice of her transformation and looked at the others in the room, seeing the same effects as well.

'What's going on!? What kind of spell...'

Twilight couldn't continue to think as her mind started to vanish. Twilight's sticky and wet new body started to become see-through, revealing nothing inside of her, she and the others were completely hallowed out. Soon enough, Twilight was nothing more than an empty, gooey, purple slimy rubbery mare.

The mysterious attacker walked among the slime bodies, seeing if they were all hollow and ready to go. They looked at the empty, slime-covered rubber bodies. "They all look good, now time for phase two."

The attacker used magic to transform all the victims into small circular condoms wrap them up in colorful wrappers and have their cutie marks or symbols on them. They all flew into a basket and the shadowy figure smiled, seeing the evil deed was done.

"Now for the final step, I can't wait to see those three have fun with all the little cum dumpsters." The figure chuckled and turned around in time to hear Spike and Mash talking to each other, while Fluttershy could be heard giggling.

The three-step back inside the hall, only to see it completely empty.

"Um, where did everyone go?" Fluttershy asked.

Mash looked around and shrugged. "I don't know." He then noticed a table appearing out of nowhere, seeing a basket full of condoms.
Spike was confused, looking around the room.

"Hey, what's going on?"

As the three looked around, the shadowy figure appeared behind them, placing their hands on Spike and Fluttershy's shoulders. The figure's eyes glowed, making all three fall under its mind-control spell.

"You two, nice young men. Tell me, what do you do on lonely nights?"

"I do a jerk-off session," Spike replied.

"Same," Mash answered as well. "Maybe an hour or two."

The figure laughed as it loved the answers that were given. It turned to Fluttershy. It placed its hand under her dress, stroking her crotch.

"Doesn't that sound fun, my dear? Able to play with a penis?"

Fluttershy nodded, feeling her own crotch become wet and sticky. "Yes."

The figure's eyes glowed brighter, and soon enough it used its hand to pull out a thick and long penis from Fluttershy's crotch, removing her vagina in the process.

"Then, how about you join these two and have a jerk-off session at home with these condoms?" the basket flew over to them, hovering near their faces. "Pick whatever you like and have a wonderful time."

Fluttershy smiled and took a random condom, looking it over.

"Thank you," she replied.

Mash and Spike did the same, they picked up a random one as well. Spike could see Cadance's cutie mark on the packaging, while Mash saw his mother's cutie mark.

Soon, all three started to take more, until there was only one left in the basket. The last condom had Rarity's cutie mark on it. Something within Spike told him he must have this last condom. As he went out to reach for it, Fluttershy's hand bumped into his.

"Oh, sorry Spike. Did you want that condom as well?" Fluttershy asked as something within her was telling the same thing.

Spike nodded with a blush. "Y-Yeah...but if you want it, you can have it."

Fluttershy was going to happily take it, but the condom started to give off a sparkle of white stars. The strong need for having that condom quickly faded and was replaced with a feeling of generosity.

"Um, it's okay. You can have it Spike. I'm good with these four." showing off the condoms that her friend's cutie marks on them.

Spike happily took the condom and the basket disappeared from sight, as the three were about to leave, the figure spoke.

"You three, do have fun tonight. Have a wonderful time with your jerk-off session, as I feel it's going to be the best night you ever have."

Spike, Mash, and Fluttershy all nodded and walked out the door.

The figure watched the trio leave and laughed, their plan was a complete success. As their laughter echoed outside the building, said building quickly disappeared like it was never there in the first place.

As the three headed back to town, Spike felt his condom was glowing. He could feel something was wrong.

'Is this normal? Something is telling me not to use this!' Spike was about to say something to the other two but stopped himself. He gave their goodbyes to Fluttershy and Mash, heading back to the castle.

Tonight, these three will undergo a major change, a change that will lead them into a new and exciting life.

Fluttershy walked up to her little cottage home. She entered to find Angel and other animals sleeping in the living room as they had a small party. Fluttershy little upset by this, but she giggled as she shut the door and let them sleep. She headed upstairs to her room, closed it, and dropped the four condoms on the bed.

"Hmmm, should have taken more, but the boys sure did take a ton," she said, taking her shoes off and placing them down. She removed her dress, placing it in the dirty clothes. "Guess I'm going to have a big mess tonight." her penis swung as she walks back to the bed.

Fluttershy's hand rubbed the area between her legs, and her dick grew from the stroking.

"Hehe, can't wait to fill the condom with my cum!" she cheered. She sat on the bed, still stroking her cock until it is fully erect.
She grabbed a random condom, the one with Applejack's cutie mark on it. She opened and the smell was so wonderful. The scent of sweet and delicious apples filled her nose.

"Smells so good," she said. She then rolled the condom on her cock, enjoying the warmth and softness of the condom. It was a perfect fit.

She started to rub the shaft, feeling the wetness of the condom and the scent was making her horny. Her cock was already leaking pre-cum inside the condom.

Fluttershy started to stroke her cock faster, moaning and groaning. She could feel the pre-cum was making the condom wetter. She laid down on her bed, her cock was begging for more.

"So good," she moaned. She was so close to cumming. She could feel the warm, thick, and creamy seed in her balls, waiting to be released.

Furthermore, she stroked faster and faster, the scent of the apple condom was driving her crazy. It made her think of AJ, how she would love to see her face as she is fucked and filled with her hot cum.

Fluttershy stroked her cock so fast that her seed was finally released. Fluttershy's cum was quickly filling up the condom. It felt so good. It felt so hot. Fluttershy kept on stroking, enjoying the feeling of the cum filling up the condom. Until the endpoint, drop with the ball of sticky cum inside.

Fluttershy lay on the bed, panting and sweating.

"That was good," she said. "So much fun!"

She removed the condom, tied it, and placed it on the dresser next to her bed. As she was choosing what condom to use next, the used condom that was on the dresser slowly made AJ's face, but her eyes were closed.

"How about this one."

Fluttershy picked up the condom that has Pinkie's cutie mark on it and slowly put it on her cock. It was just like the apple one, warm, wet, and soft. It felt so good.

"Ahhh, so good!" Fluttershy moaned. She smelled the sweet smell from it.

She started to stroke her cock again, feeling the warmth of the condom and the smell of the delicious pink cupcake. Not only that, but she could imagine Pinkie's cute smile as she started to fuck her. She could picture her cock within Pinkie's pussy. The tightness and warmth was amazing. Fluttershy started to stroke the cock harder and harder.

"Pinkie!" she cried. She could feel the cum coming. She was going to fill up the condom with her hot and sticky seed once more.

"I'm gonna cum!" she shouted.

With one final stroke, her seed was released. The condom was filled up quickly, and like the first, she made a perfect knot and placed it on the dresser. This time, Pinkie's face formed, and like AJ, her eyes were closed.

Fluttershy took a breath and smiled, "That was good," she said. "Two down, and two more to go."

She decided to pick the blue one, which had Dash's cutie mark. She took out the blue condom and place it on her cock. Just like the other two, it was warm and wet.

Fluttershy started to stroke the cock.

"So good," she moaned.

She could feel the warmth and softness of the condom. It was such a perfect fit. She could smell rain and sweat, and it made her picture Dash being fucked in the ass by her.

Fluttershy kept stroking and stroking, the feeling of her cock within the condom was getting her hot and sweaty. She couldn't help herself. She had to cum to fill the condom with her thick, warm, and creamy seed.

"I'm gonna cum, "she said. She was so close to cumming. All she had to do was a few more strokes.

Fluttershy's body shook, and her seed was released. She could feel the heat of her seed as the cum was filling the condom. It was such a good feeling.

She pulled the condom off and tied it, and just like the others, her face was shown.

"Okay, the last one!"

Fluttershy picked up the purple one with Twilight's cutie mark on it and ripped it open to take out the purple condom. She wasted no time as she placed the last and final condom on her cock. It was such a tight fit. She could feel the warmth and wetness of the condom. She was ready to go.

"This is going to be the best one," she said. She started to stroke her cock.

She could smell an old library and musky old books. The smell made her picture Twilight looming over her, being the one in charge, that Twilight took hold of Flittershy's cock and shoved it into her pussy. The mere thought made Fluttershy hornier. She could feel the heat coming from the condom as she rubbed so hard.

"It's so good!" she moaned.

She couldn't stop stroking her cock, it felt so good.

"I'm going to cum!"

She stroked and stroked until her seed was finally released. Her thick, warm, and creamy seed was filling up the purple condom. It was a blissful moment. She couldn't help but moan and groan.

"That was the best!"

Once her seed was done filling up the condom, she fell backward onto her pillow, trying to recover from her climax. But as she did so, the purple condom, having Twilight's sleeping face on it now, and the rest started to glow, and with a faint twisted light, Fluttershy's Element necklace but in the form of a cock ring appeared on her flaccid penis, making it grow once more. Within the Element gem were different colors of the other Elements, making the pink butterfly gem into a rainbow one.

Soon enough, the cock ring used its magic to lift the used purple condom and the rest back on the bed. Within seconds, the condoms stretch out to form the girls and their bodies like how it was before they were turned into condoms.

'...mmm....h-huh?' Twilight whispered in her mind as her eyes opened. She looked around and fear slowly entered her mind as she saw the strange place she was in, along with her friends, as they were standing in front of the bed.

Now, you would think that Twilight's face and mind will be on her head, but...

'AAAAAAHHHH!!!'

Nope, her mind and face are on the tip of the penis of her rubber body like others, who she could see were still asleep.

'Girls! Wake up!' Twilight cried, but only muffled sounds came from the penis. 'What happened to us!?'

Twilight looked around and could hear Fluttershy groan as she fully recovered from her orgasm. She sat up, but to be spooky as she saw her friends standing there, but made of see-through wet rubber. Normally, this would scare anyone but for some odd reason, Fluttershy felt this was normal as she happily got off the bed and stood between her rubber friends.

"Oh goodness! Sex dolls?" she touched them, feeling the slimy wetness.

'Sex Dolls!? We are not...oh~!?' Twilight moaned a little as she felt Fluttershy's hand on her penis body, moving up and down the shaft, causing Twilight to feel something moving up through her form.

Fluttershy stopped and looked at the other girls. She started to think of something naughty, and as she did so, Twilight recovered. She started to put her mind to work.

'This is no doubt a transformation spell, but this is very advanced and dangerous. I need to find a way out of this and wake up the girls!' she started to examine and study how her friends and herself became fake penis, but she wondered what was the glowing colorful cream within them.

'What is that? It has the same color as my fur...'

She was going to think up theories for the glowing cream, but she suddenly saw her friend's body being lined up from each other by Fluttershy. Dash and AJ were standing across from each other, while Pinkie was set in the middle between them, and soon enough Twilight found herself next to Pinkie.

'Fluttershy, what are you-'

Twilight stopped as she saw Fluttershy's cock, which made her shocked to see, being shoved into her and Pinkie's faces. Dash and AJ's faces were brushing against the shaft.

"Okay, girls, let's have fun with our penis~!"

Fluttershy started to thrust her penis back and forward, brushing it against the rubber cocks of the other girls. She was really enjoying this, especially since it made her look like she was sword-fighting with her friends.

Twilight could feel the head of Fluttershy's penis as it shoved into her face. Her new head felt so sensitive as it was rubbing against the penis head. It was getting her horny. Twilight couldn't believe she was enjoying this.

'Stop it! We have to wake the girls and get out of here!' she tried to move, but there was nobody to move, and all her efforts were meaningless, as she was just a fake cock being rubbed around by the thrusting of the other dick. 'Damn it! How is Fluttershy doing this to us! Why isn't she questioning any of this!? Like, why does she have a penis!?'

Fluttershy kept thrusting and rubbing her penis around, the feeling of her dick and the other's cocks rubbing together was amazing.

"So good!"

She kept on rubbing and rubbing, the tip of the dicks was leaking with pre-cum, making the whole room smell sweet. Twilight never felt like this before in her whole life, and she badly wanted to touch herself, releasing the trap load of cum that is building inside her.

'No, no, no! Snap out of it!' she told herself, but her mind and body didn't listen.

She could feel her own cum was rising. She couldn't help it. Her body was betraying her. She opened one eye and saw the glowing cream within AJ almost to the hole in her head. The orange cream was leaking now, making Twilight realize what that glowing cream was.

'Dear Celestia, it's the very essence of who we are! This spell must have sucked out our souls and turned them into this! I have to wake up the girls or stop Fluttershy, or we will never have any hope of being alive again as we shoot our souls into the floor as cum!' she tried calling out to Fluttershy, but her thoughts became moaning as she was on edge.

Fluttershy could feel the slimy and wet cocks rubbing and brushing around her penis, it was so wonderful. She couldn't wait for her hot, sticky seed to shoot out of her and coat the other's cocks in her love juices.

"I'm gonna cum, girls," she said. "Time for us to have a wonderful time!"

She couldn't hold back any longer.

"I'M CUMMING!"

Twilight could feel the burning passion that Fluttershy's had. She had to stop herself, or the very thing that made her who she was would be gone forever. But it was too late, the other's cocks were ready to shoot out their seed as well, and with no way to control themselves, their hot, sticky colorful cum went flying.

"AAAAAHHHH~!!!" Twilight screamed, feeling the cum going through her body. It was beyond wonderful that she moaned as her mind left the rubber penis and became the purple cum.

Twilight could see it as she was soaring in the air. She could see her friends and their essences flying as well and soon splashing on the floor below. She could see their sleeping faces slowly vanishing in the colorful puddle of cum.

'Girls...' she was glad they vanished while being asleep.

She could see the wooden floor getting closer, but before she could reach it, she could see Fluttershy's penis as it came into view.
With a loud splash, Twilight's essence landed on the shaft, coating it in her sticky smelly seed.

'So warm,' she thought. She wishes she had fingers to finger herself.

She could hear the moans of Fluttershy as Twilight's mind started to turn to mush and cum. In her final moments, Twilight could feel her cum body being touched by Fluttershy's hand, as she was being used as lube.

Fluttershy was breathing hard, her cock was covered in cum, and she could feel the stickiness of the cum between her fingers. She saw the sex dolls cumming, but she was on the edge.

'It's time,' she thought, holding the Twilight cum and starting to stroke it faster, making a loud flapping noise.

She moaned, her hand was covered in Twilight's sticky seed. It felt so warm. The cum was helping Fluttershy's penis become nice and slippery, the warm, slick cum made Fluttershy so hot, and the thought of her friends' cum coating her cock was making her hot and sweaty.

"So good! I'm going to cum! I'M GOING TO CUM!"

With one final thrust, Fluttershy's cum was shooting out like a geyser. She kept on stroking her cock, the cum was flying everywhere, the walls, ceiling, the floor was getting covered, and even hitting the rubber sex dolls. The smell of it was so strong that it was overpowering.

Fluttershy could hear the sound of her seed hitting the floor. She couldn't stop her cock. It kept going like it had a mind of its own. For a good minute, it finally ended. She removed her hand from her cock and lick the semen off of the palms and fingers.

'Delicious!' she thought, licking up the sticky seed that was once her friend.

As her body was recovering, the white seed on the floor started to move. It floated into the air, while Twilight's cum join them, the seeds became the Elements of Harmony but a cum version. It gathers together and shot into the cock ring like a rainbow, making it glow with a blinding light. Fluttershy covered her eyes as she was blinded. She could feel a powerful boost within her and her penis. The cock ring gem became Twilight's cutie mark star, but each corner of the star had the color gem of each element.

"Huh?"

As the light faded, Fluttershy could see that her body had changed. She was amazed by it as she looked in the mirror. She turned to the rubber sex dolls, seeing them bending over like they wanted to be fucked by the new Fluttershy.

"Oh good heaven~" Fluttershy smiled with a perverted look as her long and thick new penis shot up.

Standing there was a much taller Fluttershy, but her skinny body became thick and sexy, her ass was big and round, her thighs were perfect, her legs were long and smooth, her boobs were nice and huge, and her nipples were hard. She turned her ass to the mirror, smiling at her new and improved ass. She shook her ass, liking the movement and sound it made. On her forehead was a long unicorn horn. She became an Alicorn.

"Now, who is ready for more fun?"

She walked over and shoved her cock right into Dash's pussy. Since Dash's body is see-through, you could see the long cock pushing through the wet rubber, finally resting and pushing against Dash's belly. Without fail, Fluttershy started to thrust and hump Dash's rubber pussy.

"So good!"

Fluttershy moaned and groaned, her dick was going crazy inside Dash's body. It was getting her all horny.

"Fuck, this is so good!" she cried.

Fluttershy felt her cock rubbing against Dash's insides, the warmth of her cum was making her sweat. She felt the slimy rubber walls around her dick squeezing her, begging for her thick load.

"Rainbow! You want my semen, don't you? Well, I'm going to give it to you! I'm gonna fill you with my baby-making seed, and you are going to give birth to a whole herd of foals for me! So many fucking foals~!"

Fluttershy slammed her cock inside the rubber pussy and released her thick load, filling Dash's body with her cum. The amount was too much for the rubber skin, and the cum filled up the whole empty body, and over time the cum started to budge the body up almost like a balloon. The same way a condom will act.

Fluttershy took her cock out of the cum-filled pussy, and the semen slowly leaked out and onto the floor. Dash's body fell on the bed, and as Fluttershy's cock was softening, she was watching as Dash's belly grew.

"You will be a great mother," Fluttershy said. She looked over at the other sex dolls. She smiled as she saw their slimy pussies, begging to be fucked like they were made for. "I can't wait to fuck all of you! You will give me lots of pleasure!"

Her soft cock became hard as her Element cock ring glowed brightly, helping Fluttershy to keep going. Soon, Fluttershy started to fuck Twilight next in a mating press, making the bed shake with fury.

Looking in the bedroom from the window was the shadowy figure, it smiled.

Ascension Of A Gamer

Turning back on the night, we find Button Mash reaching his house, but he finds it odd that it is locked. Wasn't his mom home? In fact, why was he out again? Well, he stopped thinking about it as he took out his spare keys and unlocked the door. He walked into the living room expecting to see his mother on the sofa, fast asleep after watching whatever was on TV.

"Mom, I'm home. What's for dinner?"

But he noticed that she was nowhere to be found as everything was off.

"Mom?"

Started to check the downstairs, he noticed how dark the place was. Did his mother go out or something? He checked the kitchen, but not there. Maybe the basement?

"Mom, are you down here?"

Button opened the door to the basement, but only darkness. No doubt she wasn't down there. He finally went upstairs and into the bathroom.

"Mom, are you there?"

But again, nothing. He finally checked her bedroom, but only to find it empty. Button was starting to get worried, but his worries vanished as he remembered something.

"I bet she's out with some fucking stallion getting her pussy and ass plowed. Typical," he said, rolling his eyes.

He walked back into his room locked the door, and turned on the light.

"Now, let's have some fun, shall we?"

He tossed out the condoms from his jacket's pocket onto the bed. He quickly got naked and jumped on the bed. He looked at the colorful condoms spread across the bed, smiling as he took one, but stopped as an idea popped into his mind.

"Why one when I can use two?"

He opened the apple-scented condoms and rolled it on his cock. The red and yellow condoms were on, and the scent of apples filled the room. Wasting no time, he started to jerk off as he fantasized about his kink.

"Ah yeah! Incest time! Smelling those apples made me think of the apple family!"

Within his thoughts, he could see Big Mac fucking little sister in the barn, Apple Bloom sucking his cock. He could see himself hiding behind a haystack, jerking off to the sweet incest sight.

"You're loving it, aren't ya? You fucking slut!" he whispered to himself. "Your brother's dick is making your pussy happy, and that's a fact!"

He kept jerking off, feeling the wetness of the condoms. His breathing was becoming heavy, and his body was starting to sweat. He was ready.

"Ah, ah, fuck!"

The young stallion finally came into the condoms. The smell of apples was strong, but as strong as the scent of semen filled the air as a bit dripped out of the condom. Button smiled at his work as he made a perfect knot with the condom. He looked down and noticed that he was still hard.

"Let's go for round two,"

He tossed the used condom into the trash bin, making a loud clank as it hit the bottom. He looked over at the remaining condoms.

"Which one should I use next?"

He reached over and picked up the ones with Scootaloo and Sweetie Belle cutie marks, ripping the packages and putting the dark orange and white ones over them. He started to jerk off as he could smell the sweat and smoke of a singing bar.

"Fuck!"

He started to picture Scootaloo, having a small penis, fucking but failing to please Sweetie Belle, who was faking the pleasure, and the two were in a public bathroom.

Seeing the lewd sight made him rub his cock harder, the smell of smoke and sweat was turning him on. His cock was leaking, the smell was making him drool.

"That's it, take that small cock, you fucking slut!" Button smiled, the picture was getting him on the edge.

"Come on, just cum already!" Sweetie Belle's voice echoed in his head.

Button could feel his orgasm, it was close. His stroking was getting faster.

"Yeah, just a little more!"

The sweet smell and the thought of the girls having sex were driving him crazy.

"I'M GONNA CUM! TAKE IT!"

He stroked and stroked until he finally came, filling the condoms with his cum. The sweet smell was making him sweat and smelly, and his heart was racing. He tossed the condoms into the trash bin like before.

"Two down! Well, four." he joked as his hand grabbed two other condoms.

The two had Shining Armor's cutie mark and the Changeling's heart symbol on it. He rips them open, allowing the scent of Crystal Empire and the scent of sec to enter the room. Button started to jerk off once more, but this time, his fantasy was him watching Shining Armor, fucking the Queen of the Changelings, Chrysalis, in the back alley of the Crystal Empire.

"You want it, don't you? Your wife isn't doing well in the bedroom, huh?" Button moaned.

Shining was fucking the queen hard, her moaning and begging for the prince's thick semen was making Button's dick hard and ready. He could see the prince's balls swinging up and down as he thrusts his cock into her pussy. Button started to mush up his cock, pretending that he was the prince.

"Oh, Your Highness," Button/Armor said in a deep tone.

Seeing such a controversial and scandal sexual sight, it was getting him close to climax. His face was flustering, the sweat was pouring, and his breath was hot and heavy.

"I'm gonna cum!"

The sweet smell and the thought of sex were getting him close. He couldn't hold it back anymore. He strokes and strokes until...

"FUCK! I'M GONNA FILL YOUR PUSSY UP!"

With a loud moan, he came into the condom, filling it halfway as the ball of semen was getting bigger. Button couldn't believe how good it was. He looked inside of the condom, smelling his musky white seed within. His own sweat started to mix with the semen odor now as he was wet.

"That was amazing! Let's keep going."

He tossed those condoms into the trash like the rest. He picked the last one, which was only one. He didn't care as he ripped open the package and a very familiar scent filled his nose. Furthermore, he knew where that smell came from...

"It smells like Mom's used panties?"

Button didn't question it, he started to masturbate once more, and in his fantasy, he saw his mother's panties on her bed while she was showering with the door open, and the shower curtain open as well. He could see her naked body, her large milf breasts covered in soap, the water was washing it all off, but he could see her shaved pussy, and the smell of her used underwear was so strong that he wanted to eat her.

"Damn, mom. You look so hot," Button's eyes were glazed, the sweet smell of the used underwear was making his cock twitch and leak.

He could hear his mother's moans as she was touching herself. He couldn't help himself as he used the panties, using it to stroke his cock.

"I'm going to fuck you, Mom," Button moaned.

Seeing his mother naked and moaning, was getting him on the edge. His cock was ready, and so was his mother, as she was fingering her pussy.

"I'M CUMMING!!!"

He stroked his cock, making the condom filled with his sticky white seed. Button could feel his orgasm as it was rushing through his body. That was the best jerk-off session he ever had. He let the condom fall off and dropped into the bed, spilling half of the semen out. The room's odor became more filled with the musky smell.

"Ah, I love the smell of mom's panties." he sighed.

Button tied to the end of the condom, just like the others. He tossed the final condom into the trash bin, and just as his cum filled ball hit the bottom, the condom's glowed, making Button's eyes widen.

"What the?"

Magic flew out of the bin and swirled above Button until it shot down toward him. Button didn't have time to do anything, as the shaft of his cock was hit. There was no pain, and he felt weird.

"Oh, what's happening?"

He felt something being placed around his cock. It felt like a...

"A cock ring?"

As the light faded, he could see he was right. There was a crystal-like cock ring on his cock now. He could see a gem symbol that meant family in Equestria on it. He touches it, wondering if it is real or not.

"Welp, I guess that's one way to end an incestuous jerk-off session."

Suddenly, the ring glowed brightly, blinding Button, and making him cover his eyes.

"Whoa! Now what!?"

The light faded and what he saw on the bed confused him. There were seven booty masturbators, but see-through and slimy as he touches them. What else, that they looked like the ones he fantasized about in his jerk-off session. The ones that looked like Big Mac and Armor's, had their long thick cocks, while the Scootaloo one had a small one. He turned to the female ones, all looking like real ones if he had to guess since he had never really seen those ladies naked lower area before.

"What? How did these sex toys appear all of a sudden?" he wondered as he spread open Applebloom's vagina lips, looking inside. "Well, I'm not complaining. Still pretty horny after all...hmmm..."

Button started to stroke his cock as he started to think up a lewd idea of how to have more fun with these new toys, and an idea was born. He took the Big Mac one and placed it on top of Applebloom, then forced the rubber cock into the pussy. He was ready now.

"Sweet, I can really picture my fantasies in real life," he said as he rubbed his cock against Big Mac's asshole. He could see it, walking into Mac and his little sister in the barn. He went up to them and shoved his cock into Big Mac's ass, and the two would moan.

"Time for some fucking fun."

With a smile, Button started to thrust and hump the ass.

"Fuck yeah, bro! You want this cock, don't you!?" Button moaned, slapping Mac's rubber-wet ass.

Button's thrusting also caused Mac's rubber cock to start thrusting within Applebloom's pussy, making a flapping noise. The sound and the feeling were getting him excited. He started to fuck the hole faster, his moans and the wet sound of the rubber was making him sweat.

But he was unaware that these sex toys were really the people he knew or saw. Their very being is trapped in these masturbators, they could feel everything, and their consciousness is still there, but the only thing is that they couldn't talk or move, or see. They were basically a sex toy to be used.

Button was thrusting and humping as fast as he could. It felt so good, it was better than a regular Fleshlight. As he was pounding the rubber asshole, his thoughts showed him in the barn as he could feel Mac still fucking his little sister. He could hear his grunting, the moans, the slap of his balls against her rubber pussy. Button's own cock was rubbing the walls, getting his cock nice and slippery, and the ring was making him hornier and his cock bigger.

"Fucking take my thick cock!" Button yelled. "I'm going to cum, bro!"

He fucked the ass faster and harder, the bed was shaking, his breathing was hot and heavy, and his face had a perverted look. He kept going, pretending to hear their moans, the smell of their sweat.

"I'm gonna cum! AAAHHH!!"

With a loud and hard thrust, Button's thick load was shooting out, filling up the rubber asshole, but as he was coming, so was Big Mac as his rubber cock somehow sent out his semen, filling up the Applebloom's rubber pussy, which was shooting out its juices, the floor, and the sheets. Button's cock was finally done cumming, but he was still hard. The smell of sex joined the smelly air, making Button even more hard.

"Ha...ha...ha...that was good," he panted, removing his cock from the hole, a small amount of cum dripping out and onto the sheets.

As he sat there, a red and yellow cum drip out of Applebloom's pussy, having Mac and Applebloom's climax faces within it. The cum mixed together before their faces were gone forever.

"Alright, time for some small dick action!"

Button placed Scootaloo on top of Sweetie Belle, shoving the tiny dick into Sweetie's asshole, as it was too small to reach the pussy. Button started to act out the fantasy, catching the mares having sex, but seeing how Scootaloo wasn't pleasing her, he shoved his cock into Sweetie's pussy, while putting his hands on top of Scootaloo's ass, using it as support as he fucked the tight rubber pussy, but also to make Scootaloo's small dick to start fucking the ass at the same time.

"Oh~ Button, your cock is much better than the chicken over there!" Sweetie said as Button could see her enjoying the sex now.

Button could picture the weak and lame groans coming from Scootaloo as she painfully fucks the ass.

"You're such a slut! You love the fact that you're fucking a stallion while your girlfriend fucks your ass!" Button said, squeezing the rubber ass.

Buttom kept on fucking and fucking, the sound of his balls hitting the rubber ass was echoing. He could see more of his fantasy was playing out in front of him.

"Not fair! Why was I born with small wings and cock?" Scootaloo cried as she happily kept fucking Sweetie's asshole that pre-cum was blasting out.

Button's breathing was hot, he could feel the heat of his sweat and his body was getting warm. The tightness was starting to get him there. He kept thrusting his cock, and he raised his hand and slapped Scoot's small balls, making her moan with pleasure.

"Yeah! You like that! You fucking slut!" Button slapped them again, loving the moans and the cries.

"Come on, let's have our climax together, and when we do, I'll let you fuck her pussy again..." he smirks. "Maybe."

The rubber pussies were starting to clench, getting tighter around Button's cock, making him moan.

"Here it comes, my big load is coming!"

"Mine too!" Scootaloo moaned.

"Ah, ah, ahhhhhhhhh!!"

Their orgasms were rushing through their bodies, and their moans were loud and clear. Button could feel his cock releasing the thick load of his cum, shooting deep inside Sweetie's pussy, which was being pumped by the rubber pussy. Meanwhile, Scootaloo's tiny rubber penis was pumping its small amount of cum into the tight ass. Button's orgasm was powerful and lasted longer than Scootaloo's.

Button pulled out and laid on the bed. His cock is covered in the semen that stained the sheet. His balls were now sweaty as they gave off a musky smell. As he was recovering, a white cum with Sweetie's climax face came out of her pussy, while the smaller dark orange one that drip out of the asshole had Scoot's climax face as well. Like before, they mixed together and the faces slowly faded away.

"Alright! Time for some spicy scandal fun!"

Button grabbed the Armor and Chrysalis's bottoms and placed them on his sides. He first grabbed Chrysalis's, putting it on his crotch upside down, then placing the Armor one over Chrysalis. He forced the rubber penis into Chrysalis's pussy, while he shoved his cock into the ass, filling both holes with the former queen of the Changelings.

"Let's get started!" Button happily smiled as he started to thrust into the queen's asshole, feeling the wetness and tightness.

Button's fantasy started when he caught the two and promised to stay silent about this cheating scandal if he joined in, making it a threesome. They agreed. Button's hands were on Armor's rubber ass cheeks, squeezing them as he used them as support, but like before, it was making it look like Armor was thrusting his cock into Chrysalis's pussy. Sounds of wet rubber could be heard.

"Fuck yeah, take that dick!" Button moaned.

Dream Chrysalis's moans were sounding so sweet to Button. He kept humping the asshole, loving the feeling, it was the same when he used the condom with the Crystal Empire's scent.

"Your Highness, I can feel your pussy wrapping around my dick," Dream Armor moaned, his voice sounding hot and lustful as he kept his thrusting going. "I want to give Flurry Heart a little brother or sister,"

"Oh please, Shining. Please!" Chrysalis begged as she wrapped her legs around Armor's waist.

The sweet sounds and the sight was making Button's cock hard and twitch, it was making him more excited.

"Then why don't you beg like the slutty Changeling whore you are!?" Button questioned as he spanked the rubber ass, making a wet slap.
Chrysalis was loving every second of this, but deep down, she wanted to be fucked by the prince again.

"That's it, moan and scream my name," Armor ordered as his balls were slammed against the rubber pussy, the bed was creaking, and the smell was so strong.

Button was getting close as he closed his eyes harder, the wet slapping and the lewd noises were getting him to the edge. He couldn't hold it back anymore.

"ARRRGGGGHHHH!!!"

He gave a powerful thrust as his cum was filling the Chrysalis's asshole, while Armor was cumming deep into the Changeling's pussy.

"Ah, ah, fuck! Take my cum!" Button yelled.

The two were cumming at the same time. Button could feel his cock was pulsating as it kept on shooting out his seed. It was powerful and lasted for a long time, the smell of Crystal Empire's secret sex was strong and intoxicating. As Button was resting, like last time, dripping out of Chrysalis's pussy was dark green and white cum, having both Armor and Chrysalis's climax faces within it. As the cum mixed together, their faces were gone.

After a while, Button pushed the sex toys off and sat up. His cook was still hard and wanting to fuck another toy. He faced the last sex toy on the bed, the smell it was giving off couldn't stop him from picturing his mother. Seeing her beautiful naked body, teasing him as she shook her big ass.

"Alright, mom. Time for your son to have his way with you,"

He placed his sex toy of his mother on its back, then soon shoved his cock right into her pussy, mating and pressing the toy like crazy. He shut his eyes, picturing his naked mother under him, screaming his name, and begging for his semen.

"You want it, don't you?"

"Yes, please fill my pussy with your sperm!"

"I'm going to make you pregnant!"

He was fucking the pussy as hard as he could, the bed was creaking, and his cock was going deeper. He could smell the scent of his mother's panties once more. Doing an incest act made him happy, and his heart was racing. His fantasy was showing as he kept mating, pressing her nonstop and with powerful thrusts.

"Ah, ah, ahhh!"

He could hear his mother's moans when his thrusting went deeper. He could feel his cock was getting closer to her womb, ready to fill it up. His breathing was hot, his heart was beating fast, the sweat was pouring down his face, and his mind was clouded by his perverted desires.

"I'm fucking my mom! I'M FUCKING MY MOM!" he yelled in pure ecstasy.

He was getting closer and closer, he could feel his orgasm.

"Mom! I'M CUMMING!"

He gave his final thrust and released his semen into the toy's pussy, the toy was getting filled like a balloon as the stomach area started to show a large amount of cum, like how a condom will do. It was the biggest climax he ever had. The smell and the thought of sex with mother drove him wild. He slowly pulled out, light brown cum dripped out, having his mother's face, Cream Heart, having climax face like the others... until her face was gone.

Button could feel he was finally done with his jerk-off session as his dick went soft and limp. He had the biggest smile on his face as he was riding his afterglow. Laying on the bed, he could smell nothing but semen and ball sweat in the room, along with the other smells of his sex toys. The mixer of all the scents made it into a powerful odor.

"That was great. I love these new masturbators."

He was unaware that his cock ring started to glow once more. All the colorful cums of the long-gone victims started to glow as well, and it started to move in a swirl and hovered into the air. The ring glowed more powerfully, making the large cum enter the gem and making a huge flash.

"Huh?"

Button could feel his small body turning into a large, muscular one. His penis grew large and long, the head was big, and his testicles grew with it, making his balls like sports balls. On his forehead, he could feel something poking out, which was a unicorn horn. He sat up, and his back started to feel funny. He got up fully and looking in the mirror, he could see two large dark chocolate color wings bursting out. He became...

"HOLY CELESTIA! I BECAME ALICORN!?" he exclaimed, looking at himself in the mirror, flexing his biceps, which were bigger and stronger.

"But, how did I change?" he questioned, looking down at his new powerful-looking penis and seeing the glowing cock ring. Whatever the aura was giving off, he stopped questioning his change.

He turned and faced the sex toys, his cock was twitching as it became huge and hard, getting ready to fuck with another round of his sex toys.

"Looks like another session is about to begin,"

And so, the young stallion started his next fuck session with his toys, and thanks to his Alicorn magic, he could make a fake voice of those he was fucking, adding more to the fantasies in his head.

And outside his room, looking in from the window, was the shadowy figure from before. Their creepy smiles formed as they watched the stallion fucking like crazy with his mother's pussy.

Ascension Of Dragon Kind

Once more, we turn back the clock to follow Spike as he finally arrives at the Castle of Friendship, as Starlight was letting him and Twilight stay the night as they came to the event that were invited. He knocked on the door and wasn't long before Starlight arrived, wearing a nightgown.

"Oh, hey Spike. You are back early? Did that award thing end sooner than expected?" Starlight asked.

Spike blinked, as he didn't remember going to an award ceremony or anything like that, nor did he have an award or an invitation.

"Huh? What do you mean? I didn't go to an award thing or anything like that." Spike told her.

"Then, what did you and Twilight go out for?" Starlight asked.

"For... for... hmmm? Why did we come down to Ponyville again?" Spike couldn't remember why he was there. He did remember grabbing those condoms in that... "Huh? Oh, yeah!" Spike completely ignored where he came from and walked past Starlight.

Starlight felt something wasn't right.

"Spike, where's Twilight?"

Spike headed to the stairs and answered her. "I don't know. Out with her friends? I don't care, as I'm off to do my jerk-off session! See ya!"

Spike was gone, and Starlight nodded, saying she understood as she closed the door.

"Right, have a gre-WAIT! WHAT!?" she was shocked to hear Spike admit such a thing. She was so dumbfounded that she couldn't speak as Spike left her view.

Spike opened the door to his former room in the castle, which became the guest bedroom once Starlight took over. He shut the door behind him and wasted no time as he tossed all the condoms onto the bed and got naked in seconds. He jumped into the bed, making the condoms bounce and scatter across the bed. Spike started to grab them, looking at each of the colors.

"Hmmm... which one should I use? Let's see..."

He picked up four and noticed the Celestia's and her sister's cutie marks on them. He figured the former princesses must have gotten into making and selling condoms or something, but he didn't care as he ripped open the wrappers, and doing so, familiar smells filled his nose and the room. He could smell the princess's scents.

"Oh man, this takes me back!"

When Spike was younger, he also helped serviced the princesses by cleaning the rooms and one job was cleaning the throne during the night. He remembered smelling Celestia's scent coming off of her throne where ass was sitting. Spike couldn't control himself, as he had to sniff her throne, and once he did, he became addicted to the princess's butt and her sweaty throne.

"Time to get some action!"

Spike placed all four on the tip of his long dragon cock, rolling it down to the base of it. Spike couldn't believe the smell the condoms were giving off as he slowly started to jerk off.

"I can smell Celestia, Luna, and their once-evil twins! Oh man, I picture myself back in their throne rooms, smelling their thrones, and the times I have been able to have their asses in front of me. I couldn't wait and start jerking off."

As he was masturbating, his fantasies of his perverted adventures with the princesses and their evil twins were flashing within his head, giving him a boost as he was stroking his cock.

"Oh, their asses and boobs, so plump and large." he saw them in more of a perverted look, having massive breasts and asses, being thicker. He kept his stroking going, his mind was racing with his sexual fantasy.

"I wish I could fuck their pussies and smell their assholes. But, I would never have the courage to do that. So, I settle on touching myself and having my way with their thrones," he was really stroking it.

"I was always in a rush and could never hold it in. So, I would cum all over their seats."

He could remember it, taking his cock and shooting his load all over the throne, covering it in his semen, then rubbing his cock in his mess. His cum scent filled the throne room as he kept jerking off.

"The smell, the sight, the thought, and the memories."

Spike couldn't take it anymore as his orgasm was close. He was breathing heavily, his hand was moving fast, and the sound of the condom was echoing.

"I'm gonna cum... I'M GONNA CUM!"

He blasted his cum, since he was a dragon his cum was much, much thicker than other creatures. The semen quickly overfilled the condoms so that it looked like a huge balloon but filled with cum. The cum that drip out left a strong musky odor in the room, but Spike loved it.

Spike tied it up and looked at it. "Wow, if I didn't use four condoms, the solo condom would have burst open! These are really strong!" he said, shaking the semen-filled condom.

He kept shaking it and smacking it like a water balloon toy. His breathing was heavy, and his mind was a mess, but his penis was still hard.

"Damn, just jerking off to the scents alone got me going. I have to have another round. Now, let's see who's next..."

Spike placed the fully packed condom into the trash bin. He turned and grabbed three packages, seeing Cadance, her former evil twin cutie mark, and Dragon Ruler Ember's symbol. He opened the packages, and the room filled with Cadance and Heart Breaker's smelly scent, along with Ember's fiery smell.

"Oh yeah, Cadance and her evil twin and the Dragon Lord."

He started to place the condoms on his cock, and just like before, the smells were overpowering his senses.

"I love Cadance, she's a great aunt. But, I could not control myself around her. Just seeing her walk, sit, or bend down, my eyes would be fixed on her ass, and the urge to touch myself was always there! Same when Heart Breaker came into our lives, her smell and the fact that she and Cadance are the same, I could not help but imagine smelling those wonderful asses and watching them do things."

He could picture it, lifting his aunt's dresses, and lowering their panties. Exposing those smelly donuts. He started to rub his cock, thinking about the scent.

"It always smelled so good. And, whenever she and Cadance would walk past me, they would wave their asses, and that's it! My urges would take over, and I would touch myself."

He started to stroke his cock faster, and the sound of the condom echoed, just like before, his breathing was hot and heavy. His dragon side started to come out as he pictured Ember, in the dragon land dragons are nudist, so he always had the best view of her ass and tits. He could picture her in front of him, shaking her plump and jiggly ass, showing him her smelly asshole.

His stroking became wild, he couldn't control himself, and his lust was overtaking his mind.

"The scent was amazing, and the view was even better. But, I wanted more."

The memory flashed through his mind. Their scents filled his mind thanks to the condoms, he was getting close to the point that the tip of his penis started to outstretch the condom, making it budge, as the semen was overflowing.

"I could not stop jerking off, I could not hold my orgasm. So, whenever they left, I would cum, and I would spray it on their seats and thrones."

His hand was going faster and faster, he couldn't hold it in any longer.

"I'M GONNA CUM!!!!"

He released his seed, and his thick dragon semen quickly filled the condoms, making it into a long balloon like the other and like it was gonna burst open as it was filled to the very top. Once more, his cum's odor started to get strong as more cum drip out and landed on the bed. Soon, Spike was starting to sweat and his balls started to smell a little. Spike tied up the condom, shaking it.

"That was fun,"

He was ready for his next session, but as he was taking a short break, behind the doorway was Starlight. She was listening in to Spike, not because she was a pervert because she was sensing in the room.

'What is this? I'm sensing powerful cursed magic from Spike's room.'

She leaned forward, opening the door a bit to see inside, but a shadowy hand touched her shoulder, making her freeze in place. She couldn't move as she started to feel strange, a strong smell was filling her nose, and her pussy started to heat up.

'Huh? Why am I feeling hot and why does Spike's room smell so good?' she thought, slowly reaching down to touch herself. She could see Spike stroking his cock as he picked up the last condom.

Before Starlight could start masturbating, the figure behind her spoke into her ear.

"You want to masturbate, right? Won't it be better if..." it paused as it placed its hand down over Starlight's crotch, changing her vagina to a long, big, soft penis. "If you had a penis to play with? You know you want to touch it, play with it, stroke it, and maybe it will feel so good,"

Starlight could only nod, agreeing with the figure. She could feel the heat, the desire to stroke her dick was getting to her. Spike's cock was in her view, making her mouth drool and her new penis twitch. She started to jerk off...

Spike noticed that the last condom had Rarity's cutie mark on it. He wondered if Rarity released a condom line or partnered up with a company to release this. He shrugs his shoulder and opens...

"What!?"

The scent that he smelled. It was Rarity's scent, the rich and fancy smell, the expensive perfume. He was getting turned on. He couldn't wait anymore and quickly stroke his cock. He wasted no time in thinking about Rarity, picturing her naked in the bed with him.

"Oh, Rarity!"

Spike could picture himself shoving his cock into her, feeling her warm insides, and the wetness of her pussy. Spike was stroking his cock harder and harder, the sounds were echoing. Even Spike found her sexy, he couldn't help but picture Rarity like the past fantasies, making her thicker, her breasts massive, her ass fatter, and her pussy dripping. He could feel his orgasm was getting closer and closer. When It came to Rarity, he could never last long.

"Oh, Rarity! Oh, yes! I can picture you here with me, and I'm fucking your pussy!"

He couldn't hold it in any longer.

"RARITY! I LOVE YOU!!"

He came, the cum was filling the condom quickly, overflowing. The semen that escapes from the condom splashes on the bed like water, making the already smelly room more smelly. Didn't help that Spike's sweaty balls started to give off a strong odor now. Spike was panting heavily, the fantasy he had was amazing, and the smell of semen was strong as it filled the whole room. Spike was resting, his penis was slowly going soft.

But like the others, the condoms started to glow bright. They rose into the air, swirling around above Spike as his eyes were closed. Soon, the condoms became one light and shot into Spike's penis, creating a cock ring with an old Harmony gem, reflecting the colors of Rarity and the other Princess's coats.

"Huh? What was that weird feeling?" Spike questioned as he sat. What he saw was the cock ring around his penis. "A cock ring?"

He touched it, and when he did so, the gem on the ring fired out a light, making him cover his eyes.

"What's going on!?" the light faded, and he slowly lowered his arm but was stunned by what he saw.

Standing in front of the bed, was the girls that he fantasized about but seemed to be slimy rubber sex dolls. Spike got off the bed and touched Celestia's breast, feeling how wet it was. He couldn't help but play with it... but as he played with it, he somehow molded the breast to be bigger.

Spike whistled in, impressed. "Cool," he said, making him stop and realize something. "I can make them into my ideal women, and that means, I can make them even better!"

Spike went and started to reshape the rubber women, making them thicker in the right places, until he stepped back and smiled at his work.

"Yes, yes, they are perfect!"

With each of his favorite girls, he made them the way he liked them. He made their boobs larger, their ass bigger, and their hips wide, all making them very curvy. While taking in his work, another idea pops into Spike's mind.

"This is going to be great!"

Spike set the ladies into place and, finally, placed Rarity before him as the princesses surrounded him. He coughed as he was about to act out this fantasy, but he noticed his cock ring glowed and Spike became spooked as the ladies started to act out the dirty fantasy that he had in his thought.

Celestia smiled. "Spike, for saving Equestria from a great evil, we'll reward anything you want." the others nodded. "So please, tell us what you want, and we will make it happen,"

Spike was shocked. "Um... okay." he was confused by this, but he quickly stopped questioning it as the shadowy figure watched on with a big grin. "Well, if you say anything, then~."

Starlight was jerking off as she was peeking inside. She had a front-row seat in watching as all the princesses surrounded Spike and Rarity and then facing around, their backs were in his direction.

"What are they...oh!" Starlight whispered, cumming as she kept watching.

All the princesses bent over, reaching over to their fat asses, spreading their cheeks. Their assholes looked like donut holes, and they were twitching. They shoved their asses into Spike's face while he pushes his cock into Rarity's pussy. He started to fuck her while his face was filled with the smelly ass donuts, all the princesses were smiling as Spike's cock was stretching Rarity's pussy, and Starlight could see the bump in her see-through stomach.

Spike was thrusting his cock faster and faster, the princesses were moaning as they felt Spike sniffing their asses, the scents were strong. Spike was enjoying the fucking and the wonderful smell, he was living one of his most wanted dirt fantasies, and he couldn't stop himself as he was fucking Rarity's pussy.

"Oh yes! I always wanted to fuck Rarity like this! Surrounded by such wonderful musk and smelly assholes, it's a dream come true!"

Spike was thrusting as hard as he could, the sound was echoing, and Rarity was moaning loudly as she kept asking him to keep going, to fill her up.

"Oh Spiky, fill me up to the brim, my darling!"

Spike squeezed Rarity's ass, while he heard the princesses teasing him as they shoved their musky assholes deeper into his face.

"Oh, Spike. Smell my warm asshole! You naughty dragon! Twilight will be upset with you!" Celestia said, rubbing her fat ass on Spike's nose.

"Yeah, but he does look happy," Luna said, licking her lips, rubbing her large ass on his cheek.

Ember shoved her asshole into Spike's other cheek. "And here I thought you might make a great dragon lord in the future, but look at you! Getting off of my smelly asshole, huh?"

"Well, it's not his fault," Cadance said, her asshole was twitching and dripping. "Our smells are the best, and his cock will not go down unless we help him!"

Heartbreaker smirked. "I bet he needed our musky smell to keep him hard for his lover. Look at his penis, hard as the crystal heart! Come on Spike, sniff all of us,"

Spike could smell them, each of their stinky, and yet, tasty donuts. His mind was blank, the only thing was to fuck and sniff.

"Oh yes! I need more!" he screamed, his hand squeezing Rarity's ass harder, while his face was shoved deep between the princesses' smelly asses.

Nightmare laughed as she saw how he was acting. "What a foolish dragon, needing our assholes to get off! How pathetic, sniff harder!"

Spike did as Nightmare said, breathing in their smells, and then he moaned, his cum was pouring into Rarity's pussy, the semen was flooding her, making her belly bloat. Rarity was moaning loudly, her legs were shaking, her head was up, her mouth was wide open, and she was experiencing a powerful orgasm.

The princesses were fingering themselves as Spike was sniffing them this whole time. They also reach their orgasm. The room was filled with the sounds of female orgasms. Starlight came as well as the smell of sex, the musky smell of assholes, and dragon semen filled her nose. She could even smell the dragon's ballshack from here in how much it smelled.

Once the orgasms had passed, the rubbery princesses started to push more of their juices out of their pussies. Each liquid that came matched the matching color of the owner, and like before, each had the faces of the princesses. Each having a climax, faces within the puddles, until it vanishes forever.

Spike pulled out of Rarity and could see his thick cum pouring out like a waterfall. He could see within her, seeing his white semen completely fill her like a condom. He bent down and stared into her donut hole. He got closer and took in a deep breath, taking in her musk. He slowly inserted his tongue into the warm hole and could taste the musky flavor, his penis started to grow and harden, and the cock ring was glowing.

"DEAR HEAVENS!" Rarity screamed, feeling Spike's tongue and nose deep in her asshole.

Spike kept licking and sniffing, loving Rarity's musky scent. As this was happening, Starlight was stroking her cock harder, as this fetish had awakened something inside her.

"Fuck! I love this kind of fantasy! Oh, I want a guy to shove his face in my ass and smell me like that!" she whispered to herself, trying her best to be quiet.

The bedroom was filled with Rarity's moaning and the sloppy and musky sound coming from her ass.

"Spike, you're doing so good! Your tongue feels so good!"

Spike was sniffing and licking, getting deeper, and his fingers were touching her pussy. Rarity's body was trembling, her hands were squeezing the front headboard of the bed, her breathing was becoming hotter, her body was getting wetter, and she was losing control.

"Spike! Oh, DARLING~!"

Rarity came again, shooting out her love's juices and Spike's semen. She drops to the floor, twitching as Spike doesn't stop. He kept eating her ass, not giving her a chance to rest, making her squirt more and more. Starlight could see the look on Rarity's rubbery face, it was pure bliss.

"Oh my god! This is so hot! I want to do that to a guy, have him eat me out, and not stop until I'm a mess!"

As Spike kept going, a different shape of white started to pour out of Rarity's pussy. It drips to the floor, revealing Rarity's face on it, her face filled with blessed climax. Like the princesses, her face faded away. Soon, the colorful cums gathered together, swirling together and making one large colorful cum. It glowed and shot into the cock ring gem.

Spike's body started to glow with the colorful light. His thin body became big and bulky like a dragon body, but also being more muscular than the dragons. His height was tall, and his body was covered in shiny scales and spiky. His dragon wings became long but had feathers now. On his forehead, a green unicorn grew out.

Spike didn't take notice of his change until he came again, hearing the heavy thud of his much, much thicker semen. He looked down and saw his penis, it was much bigger now and super thick.

"What?"

He checked out his new body, flexing as he became an Alicorn Dragon hybrid. He turned to the sex dolls, seeing them acting like before, but their voices sounded robotic now, but he didn't care. He took a deep whiff of the smelly musky air, loving it as his pole stood up strong once more.

"Let's go another round!"

Starlight watched as the new Spike started his new session with his new sex toys. Starlight wanted to join in as she was about to open the door but was stopped by the figure.

"Want to join the fun?" it hugged Starlight from behind, placing its hand over the light purple penis, teasing it. "Then, come with me. The final phase is at hand!" it snapped its fingers, teleporting not only them but also Spike, Button, and Fluttershy somewhere with their sex toys...

The End Of An Old Era And Ascension Of An New One

With a bright flash, everyone reappeared within a large castle, the walls, the ceiling, the floor, everything was black, and the sky was still night. Fluttershy and the other two found themselves in a ruined throne room.

"Where are we!?" Button said in a panic.

Fluttershy looked around, noticing she had been here years ago.

Fluttershy turned to the boys, answering the question of where they were. "We're in the old castle of the two sisters, the former home of-"

"Of Celestia and Luna." answered a female voice.

The three quickly turned around, looking toward the throne, seeing the shadowy figure that gave them all those condoms. They asked who were they, which made the figure laugh as it dispelled its shadowy surface from their body.

"What?" Spike whispered, confused and shocked.

Button had no idea who was before them, but he could tell she was powerful. "Wait, there's more-"

Fluttershy interrupted him as her face was full of shock, like the others. "An Alicorn?"

Sitting on the old dusty throne, sat a magenta-purple Alicorn with a long silver-white mane with cyan-green streaks in it. She's wearing a glowing cyan-flaming long dress. She narrowed her deep dark ocean color eyes at them, smiling all evil-like.

"Yes, I'm an Alicorn. My name is Opaline Arcana and I see the surface world has never heard of the Alicorn city, Skyros before it seems." she stood, revealing her massive breasts as they bounced as she walked down the steps of the throne. "Of course, Celestia and her stupid sister made sure to make you all believe that Alicorns are created, not born. To keep our mighty, dying race from growing in power."

She was in front of them, her eyes staring deeply at them. She could feel the strong curse magic within their bodies that she gave them. Furthermore, she couldn't be happier to see the cursed Alicorns that she created.

"The Alicorns might be long gone, but I'll bring them back with the help of you three! By doing what Celestia had lied, about the Alicorns are created."

Spike gulped as he tried to act brave. "What do you mean? Why would we hel-" but he couldn't finish as his nose caught something in the air.

Fluttershy and Button also caught wind of the musky smell. The three took in a deep breath, enjoying the smell, their bodies felt warm and tingly. They could feel their penises started to grow, standing proud before Opaline.

Opaline smirked as she happily teased with each cock, making them grow. "I know you three have been having lots of fun lately with your gifts from me. And, I'm happy that you've grown and enjoyed these changes in your lives."

The three didn't care about what she was saying, as they were too busy enjoying the feeling of her touching their penises with her hands and magic. Opaline kept playing with their dicks, teasing the tips of their penis and balls, and the three didn't know if their cocks could get any harder, but their minds were telling them yes.

She could see their faces and smiled, knowing that they were hers.

"Good, the last part of my plan is about to begin, and you three will be the start of the new Alicorn race." she kept playing with their cocks. Felt them twitching within her palms. "And why not start by helping a dear friend~."

Opaline turned to the large doorway, making the three turn to it, seeing there was a crack open. A purple penis head was poking out, twitching as someone was stroking it. Seeing someone jerking off in their shameful act made the three cum, shooting their musky jizz onto Opaline's flaming dress. The semen vaporize into nothing as the three were panting, feeling weak, and their penis was shrinking.

Opaline kept her stare at the door, seeing the guest she brought here, cumming as well. She pulled her hands away, feeling the stickiness of their semen, she smelled it and then licked it.

"Hmm~. Delicious."

She waved her hand, and the large door opened, revealing Starlight to them. Three was shocked to see her sporting a big fat, dripping wet, long cock. It was hard and twitching, and a long trail of her musky cum was dripping out as she quickly tried to hide with her nightgown.

"I want you three to help this little unicorn to become an Alicorn." she walked away from them. "To become like three. Why don't you three." she sat on the throne and snapped her fingers, dropping the sex toys that they created before them. She made the living rubber sex dolls of Celestia and Luna to carry a basket to them.

The three looked inside, seeing six colorful condom wrappers.

"Go ahead, teach and show her what you learned" She leaned back, spreading her legs and pulling up her dress, revealing her massive penis that magically dropped out, along with her massive balls.

They realized where the musky smell was coming from. It filled their noses again, making them horny and being controlled by her.

"Go ahead, take the remaining ones and treat her to the same pleasure as you three had."

They looked back in the basket and then at each other. They nodded and took the condoms, making the basket vanish when it was empty, and turned to Starlight, who was trying to hide her penis with her nightgown. Starlight could see their perverted smiles as they walked over to her.
Opaline smiled as she watched them pin Starlight down as they started the jerk-off session. She then looked over to the sex dolls of Celestia and Luna, loving what they became.

"Seeing you two like this is wonderful. My revenge for you taking everything from me has been never so sweet, but I can make it sweeter." she snapped her fingers, summoning two balls of condoms filled with white and dark blue cum. She could see Celestia and Luna's faces forming within it. "Look at you two, going from powerful Alicorns into a ball of cums."

She made them look at the scene that was unfolding before them.

Starlight was being held down by Button and Spike, while Fluttershy sat between her legs, lifting the nightgown, letting her cock flop out revealing itself to them. Fluttershy ripped open all six condoms, and Starlight quickly smelled them all.

'This scent... it reminds me...'

Fluttershy could see Starlight's cock twitching wildly. "Oh?" she could smell the condoms and knew why Starlight was getting turned on. She placed all six over the tip of the cock. "I see, it reminds you of the students, huh?" she slowly lowered the condoms.

"It reminds you of those students, huh? Then picture them, picture them in your deep wanted fantasies, Starlight." Spike whispered into her ear.

The smell was getting to her, that she could not think about it. Also didn't help that Fluttershy started to stroke her off. Within her thoughts, Starlight could picture the most perverted thoughts. She was nude in the boy's changing room, stroking her cock as she watched Sandbar and Gallus getting naked as they were going to hit the showers. As the boys were gone, she stepped out and picked up the boy's musky and sweaty clothes, smelling their manly musk and taking in their sweat.

'Oh yes, their clothes smell wonderful.'

Starlight couldn't resist, and her mouth was salivating, her hands were grabbing Sandbar's underwear and shoving her face into it. The strong smell was overpowering her senses.

'Oh fuck, yes, so musky and strong!'

She started to sniff his underwear, breathing in the heavy sweat and musk, and her dick was twitching like crazy. She kept inhaling the strong manly smell, she didn't know why it was turning her on so much.

"Oh yeah, keep doing it, Starlight."

Starlight opened her eyes and saw Button and Spike wasn't holding her down anymore, letting her arms free. She realized that she was jerking off herself now, while Fluttershy was giggling at the sight.

"Keep going, Starlight," Fluttershy said, her hand was reaching down, stroking her cock.

Starlight closed her eyes again, continuing to jerk off, and her mind returned to the changing room. She could smell Gallus' clothing, his was strong, but not as strong as Sandbar's. She could see the young male was naked as he showered, his dick was small, but she didn't mind it. Not only that, but she wanted nothing more than the boys to do what the princesses did to Spike, shoving their asses and their sweaty balls into her face.

"Oh fuck! Oh god!" Starlight started to moan louder and louder, her body was sweating, her cock was throbbing, and she was jerking off faster. "Yes! Yes!"

Starlight came, her cock was shooting a large load, and the smelly white cum was pouring out. The thick musky cum was filling up the condoms in seconds it was about to burst. As she lay there, Opaline used her magic to make the condom float and transform them into the student six, but naked rubber sex dolls.

"It will be great to make you two watch as another subject of yours falls, but I want to have fun too," Opaline said to the cum forms of Celestia and Luna, who were unable to speak back. With her magic, she took them out of the condoms and transformed them into one massive onahole. She ordered the sex dolls of Celestia and Luna to shove the onahole into her massive dick, which made her moan.

Starlight laid on the floor, still stroking her penis, while her body was covered in sweat and her musky cum. The six rubber sex dolls gathered around her, she looked up as Spike explained to her that she could change these sex dolls' shape into whatever she wanted. Spike showed off as he made the small Ocellus body into the thickest and fat ass of the group, along with her tits becoming super huge.

Starlight couldn't believe it, she stood up and looked at the two young men, she darted to their cocks and balls. She quickly went to work making the two cocks thick and long, while making the balls super huge that they almost hit the floor. Once done, Starlight couldn't contain her excitement as her cock was leaking a lot of pre-cum, she could smell it, Gallus and Sandbar's asshole and sweaty balls.

She didn't want to waste a second as she quickly shoved her face into the musky assholes, taking in a deep breath.

'This smells wonderful.'

Starlight took her tongue out, licking the assholes, her taste buds were getting the flavor of their musky smell.

"Fuck, their sweaty assholes are so tasty and yummy!"

She became a little spooked as the boys shoved forward, pushing their asses against her cheeks. The sex dolls were alive, Spike explained, as he and Button also shoved their asses and balls into Starlight's head, making her surrounded by the sweet smell of sweaty men. She happily jerked off as she took in a good whiff.

"Mmm! Their balls are so delicious!"

Fluttershy wasn't watching them as she was done changing Smolder, Silverstream, Yona, and even Twilight into thick-ass and big-breasted sex dolls. Her dick was rock hard, her nipples were hard and erect, and her cock was twitching, leaking a lot of pre-cum.
Fluttershy wasted no time in making her fantasy come true as the Twilight doll spoke.

"Okay Class, today we will be doing sex ed. I'm going to teach you how to pleasure a penis. Fluttershy here will be our demonstration."
The class gathered around Fluttershy, staring at her cock and balls. She felt the heat coming from their rubber bodies, the way their breasts were moving, and their faces were staring deeply at her. Fluttershy didn't feel nervous, but rather excited, she was in heaven, having a bunch of girls surrounding her cock, waiting for her to show them her skills.

Twilight shoved the girl's breasts into Fluttershy's penis, and joined them. Fluttershy's cock became a sandwich between the students and Twilight's large breasts.

"Wow, Fluttershy is a really good teacher," Silverstream said, looking closely at her dick.

"She has such a nice dick," Smolder replied, taking in a whiff.

Twilight cleared her throat, getting the girl's attention. "As you can see, Fluttershy has a nice and wonderful dick. It is thick and long, and very smelly from all the masturbating she does. Now start moving your breasts."

The girls followed the instruction and moved their breasts, making Fluttershy moan as her cock was getting massaged by the girls. She could feel their rubber and wet nipples rubbing her, and their large breasts were squeezing her cock. She could see her penis head poking out, leaking lots of pre-cum.

Twilight and the others saw the pre-cum, their nostrils were filled with the thick musky scent. Soon, one by one started to lick the tip.

As they were going on, Opaline could smell the sexual acts that were happening in the throne room. She opened her eyes, finally seeing what was going on. She could see Starlight cumming, as she loved the smells of smelly assholes and sweaty balls. Spike and Button were cumming, squirting their loads all over the floor as they felt Starlight's tongue entering their asshole and then licking their balls between her licking.

"Ahh~. That's it, you four, get used to these new powers. Embrace them. Enjoy them. Live in them. You three are going to show the creatures of this land what it's like to be these new Alicorns.."

Opaline kept watching while the sex dolls of the royal sisters kept moving the onahole back and forth, pleasing their master. In the onahole itself, Celestia and Luna were moaning loudly in their fused mind, loving how they became sex toys for their old childhood friend.

Back with Fluttershy, the sex doll Twilight was teaching the girls the right way to suck a penis.

"See girls, it's easy, just open your mouths and take her dick in, but be careful, don't choke. If you want, you can have your partner's penis inside your mouth. Sucking their juicy penis and drink their yummy semen." she went on to show that, sucking on Fluttershy's cock, until Fluttershy couldn't hold it in anymore and unleash her load into the doll's mouth.

The other girls didn't wait long, as they went down on the penis and started to suck, not caring if they would swallow the cum that Fluttershy release each time. The four were enjoying themselves as Fluttershy was moaning.

Starlight was in heaven, enjoying all this manly sweat that she realized that she should do her part. She used both hands and her magic to grab hold of the cocks, stroking them and licking their balls, making the boys moan.

"Oh, fuck, Starlight. That feels good." Button moaned, feeling her magic hands playing with his penis and balls.

"Fuck yeah, don't stop, don't stop!" Spike begged, enjoying his privates being licked by her.

Spike and Button weren't the only ones moaning, as Sandbar and his buddy also started to moan with pleasure. They could feel their huge cock and balls being played with as well.

Starlight loved hearing the boys moaning that, she went deeper into Sandbar's ass, taking in a good amount of the musk sweat. She loved the strong smell, but she couldn't hold it any longer, she used her magic to also jerk herself off, joining in the moaning. Soon, she and the boys came at the same time, shooting cum all over the floor. The smell of semen was strong, but that didn't stop them from doing it again.

The whole room became filled with nothing but moaning and the awful smell of cum as the jerk-off session continue for hours. Fluttershy was fucking each student's pussies, then fucking her friends like before, filling them up with so much semen that the rubber see-through body became filled with cum.

Starlight and boys kept shooting their loads, until the surrounding floor became nothing but a puddle of cum, and the smell was getting to be too much.

Soon, the session ended, and everyone was laying in the puddle of cum, enjoying the warm sticky semen. Opaline loved it all, seeing such perverted acts before her that she finally came herself, shooting her warm cum into the living onahole, and the semen quickly started flowing out from the sides of the entrance.

Opaline pulled her dick out and looked at the four. "How did you enjoy your first jerk-off session with our new guest?"

"It was wonderful," Starlight Button, his face covered in sweat, but loving the smell.

"Yeah, it was." Fluttershy agreed, also loving the smell of the room.

"That was something else, and I can't wait to do it again," Spike replied, breathing in hard.

Opaline turned to Starlight, seeing her out of it with a big stupid smile on her face. She then turned to the students. She could see their very being oozed out. The girl's souls oozed out of their pussies, while the boys shot out as semen, They all had climax faces as they became one big colorful cum. Like the rest, their faces disappeared, and the cum glowed and shot over to Starlight, creating a cock ring with the equal sign gem. Soon, Starlight grew thicker and taller, her body becoming a sexy Alicorn with a massive penis and balls.

"It's done."

She picked up the onahole that was Celestia and Luna. She faced the broken stained glass window, overlooking the forest.

"Soon, a new era of Alicorns will start. You two were failures as rulers, but I'm..." she shoved her massive penis back into the onahole. "I'm not!"

Opaline continued to fuck her childhood friends as she stood there, laughing as if she had won. She became the new ruler and leader of this Alicorn world. Even proof of her victory, Celestia and Luna's cutie mark appeared on her balls, showing she had complete control over the sun and moon.