CLOPPY PASTA

by NotProud

Rating: mature
Tags: Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, Sex, Random
Length: 7682

Rainbow Dash goes to help Pinkie Pie try her new pasta maker, and it awakens something inside her.

When Rainbow Dash is invited to Sugarcube Corner to help Pinkie Pie try out her brand-new pasta maker, something about the process awakens something deep inside the pegasus that she didn't know what there before. This leads her and her friends on a journey of sexual self-discovery and life-changing events.

Tags: feeding, expansion, inflation, masturbation, clopping, lesbians, vomit, cunnilingus, horn-fucking, vore, unbirthing, snuff, futa, necrophilia, scat, age regression, I dare you to read this.

There is a sequel called CLOPPY PASTA II.

Published 2012-01-22 00:58:33 UTC
Last updated 2012-01-22 00:58:33 UTC

Chapter 1

(A/N: I just want to make clear that I am not turned on by any of the fetishes or sexual styles that are portrayed in this story and that includes ponies. Thank you.)

*****

CLOPPY PASTA
by NotProud

My Little Pony: Friendship Is Magic and all characters are owned by Hasbro and Lauren Faust. No copyright infringement is intended. If you paid money to read this, please report whomever you paid to the FBI!

Celestia's sun peaked over the eastern mountains, spreading warm rays across the valley in which lay Equestria. For Rainbow Dash, it was the perfect reason to grab hold of her cloud blanket, tug it over her head, and roll over to go back to sleep. She was not a morning pony.

Unfortunately, fate had other plans. As she squished her head down against her cloud pillow, trying to suck the last few degrees of warmth from her comfy cloud bed, she became irritatedly aware of somepony calling her name.

"Dashie! Dashie! Rainbow Dash!"

In the cloud pillow went into her ear, and she pulled it out the other one so it was stuck in her head. It didn't help.

"Dash, Dash, Dasheriffic, Dasheroonie, Dashiepoo! I know you're in there, come out with yer wings up! 'Cos how else would you fly, silly?"

Pinkie Pie.

Rainbow Dash groaned loudly, pulled the cloud pillow out of her ears, rolled frustratedly around until her sheets were completely mussed, and finally gave up. There was no returning to slumberland, no reseeking of the happy, sexy dreams that had tickled her mind and between her legs in her sleep. There was only the promise of a day spent with high-pitched, over-excited squealing and a sea of pink.

Oh well, she sighed to herself, stretching all six of her limbs and yawning. I guess I had to wake up sometime.

"I'm comin', Pinkster, hold yer horses." She snickered at the implication of the common phrase and set about fixing herself up, which didn't mean much to her, as she didn't fuss over her mane and coat like Rarity did.

As she was gargling with water though, that line she said made her dream came back to her. It had been about Pinkie and a horse, a big beastly draft horse that loomed over her, three times her size. All Rainbow could see now was Pinkie Pie jacking off a horse, even if it's cock was the size of her foreleg. Rainbow had never met any horses, but she figured if they were that big, they were that big everywhere.

Now she was feeling hot under the collar, as she thought about massive horsecock going down Pinkie's throat. She found that her wings were standing straight out, and she wondered however she would get down to the ground. It would be a convenient excuse not to do whatever it was that Pinkie was up to on this way too early morning, at least.

"HI RAINBOW DASH!!!" screamed a voice right next to her in her bathroom.

"AAAAGH!!" Rainbow leaped backward into her cloud sink with a splash. Her wings were still stiff and they got all tangled in her medicine canibet and mirror which hung above the sink.

"Pinkie, how in the flying crap did you get in my bathroom?"

"It's easy!" Pinkie shouted, hopping up and down. "You were taking waaaaay too long so I went to the library like ZOOM and I borrow Twilight's balloon!"

"Twilight's balloon." Rainbow Dash narrowed her eyes. "Does Twilight know about you doing that?"

Pinkie tilted her head. "Nah. But it's okay, I do it all the time and she's never mad! Now Dashie, I have to tell you all about the new super amazing awesome thing that I got!"

Pinkie started bouncing again and Rainbow though about asking her how she was walking on the clouds, but decided against it. Some things about Pinkie mortal pony was just not meant to know. If she asked, maybe Pinkie would fall through or something, and that would be funny, but deadly.

"What is it?" she asked instead.

Pinkie pressed her nose up to Rainbow Dash's and grinned stupidly wide. That image of horsecock turned into dicks everywhere and superimposed itself over her mouth in Dash's mind. She started sweating a little. her thighs burned

"It's a pasta maker! And well, I didn't get it, Mr. and Mrs. Cake did, but it's all brand new and shiny and I just can't wait to try it out because they said I could take first crack at it! So how about it, Dashie McDasherton, my bestest best buddy in the whole wide bestest world ever?"

Dash had to admit, the idea was interesting. She shrugged so she didn't seem too excited. "Sure, that sounds cool. Gimme a sec to clean up first?"

"Okie dokie loki!" Pinkie cried, and gave Dash a small hug. Then she sniffed. "It's kinda not my place to say, Dashie, but you should look into getting an air freshener. It doesn't smell too good in here. Anyway, I'll be waiting in the balloon!"

Without waiting for an answer, she hopped out of the bathroom, humming a tune to herself. Rainbow sniffed the air, but all she could smell was her own wetness and arousal.

"Fuck," she whispered to herself, "it's gonna be a long day."

*****

"...And then I forgot I can't walk on clouds, can you believe it? If you had reminded me, I might've fallen through and then where would I be?"

Pinkie had been babbling nonstop since they got in the balloon. Rather than return it to Twilight's place, she had piloted it straight to Sugarcube Corner. Even though the balloon was kind of a girly color, Dash had to admit it was nice seeing Ponyville from up high and at a leisurely pace instead of breakneck flight speed like she usually did. All the houses were just waking up with puffs of smoke drifting up their chimneys and the ponies were getting ready for the day ahead. The chill air snapped all the sleep out of her, leaving her wide awake and alert for Pinkie's raving, which was coming to an end.

"Okay, here we are! Let me just dock this with the weathervane and we can go get started!"

Pinkie tied the balloon to the top of the cake-shaped building and hopped down into the window of her loft even though she shouldn't have been able to. Rainbow flew down after her.

"Okay, so the pasta maker is downstairs in the kitchen and Mr. and Mrs. Cake are out right now, but I totally know how to work it because I read all the instructions and then I said, 'Pssh, screw instructions, who needs 'em!' and I started messing around with it. I've got some pasta dough in the fridge and we're all set to start making pasta's!"

Rainbow Dash thought. "So, what d'you need me to do?"

Pinkie grinned one of her trademark grins. "That's easy! You just have to eat it!"

The cyan pegasus raised an eyebrow. "Really, Pinkie, that's it?"

Pinkie pouted. "Well I mean, I could have just invited you over after the pasta was done but what fun would that be? This way we can talk and stuff while I'm making it, and that way it'll be made with love and friendship and it'll be super extra special awesome and stuff!"

The pegasus had to admit, it was a good sell. She'd have to put up with Pinkie for a long period of time, but... she'd done that before, right? And besides, she told herself, this pasta maker thing's brand new, and you've never seen one before, so it'll be a new experience at least. Right?

Rainbow took a seat in the kitchen while Pinkie got to work. The maker was a huge shiny contraption bolted to a table in the middle of the room. It said PASTARIZER 4000 on the front, embossed into the metal. There was a huge crank on the side and she thought it kind of looked like an old-fashioned cash register, but without all the buttons. It had big teeth instead and a hopped for putting dough into.

Pinkie grabbed a mixing bowl full of dough out of the fridge and laid it out, rolling it flat with a rolling pin while she jabbered about how it was made and what she was planning to do with it. Rainbow Dash nodded absently and looked around the kitchen, not that there was much to see.

When Pinkie actually got the pasta dough into the machine was when it got interesting. As she turned the crank, the dough flattened and got cut into little ribbons (Pinkie said it was fettuccini) which snaked out the front like little worms and into a colander. Then Pinkie tossed the fresh pasta into a pot of boiling water. It wasn't too long before Rainbow Dash was presented with a fresh plate of steaming fettuccini, with olive oil and garlic and parsley. Her mouth watered. She hadn't had breakfast.

"Wow, damn, Pink, this is awesome! Are you gonna have some?"

Pinkie nodded. "Sure! But I want you to have the first bite!"

Needing no further prodding, Rainbow Dash picked up her fork, twirled the pasta, and stuffed it in her mouth.

"Ohhh my Feleftia," she moaned around the mouthful. She'd had pasta at restaurants before, and even had made it herself out of dry boxed stuff, but this... Something about it having been made right before her eyes, delivered to her mouth within minutes, made it stupendous beyond anything she'd ever tasted. Without even meaning to, she began wolfing down the strands, slurping them up a few at a time and savoring the al dente texture and Pinkie's perfect touch at seasoning.

"Careful Dashie," Pinkie chastised, nibbling at her own plateful. "If you eat too fast you'll get a tummy ache."

"But this is sooo goooood!" Rainbow Dash exclaimed, stopping for a second to take a deep breath before digging back in. Pinkie just giggled and watched her, glad her friend was enjoying her cooking. Within moments, Rainbow had cleared her plate and looked at Pinkie pleadingly.

"Can I have... seconds?" Her eyes got really big and Pinkie laughed.

"Of course!"

They ended up eating that whole first batch of pasta together, though Rainbow ate the griffon's share, three plates full. When she was done, she sat back, sighing contentedly and patting her stomach. It had expanded into a small bulge and she would probably be hard pressed to fly back to her house.

"Oh man that was good. Thank you sooo much Pinkie for inviting me over."

Pinkie giggled and swept up her plate. "Of course, Dashie! What are friends for, anyway?"

Rainbow Dash closed her eyes and mmmm'd. her mind filled with thoughts of pasta, squishing out of the machine, being rolled by Pinkie, going into her mouth. It was the best meal she'd ever had, or at least in a long time.

As she let her thoughts wander, they drifted back to early that day. Horsecock. Suddenly, the image of pasta squishing out of the machine turned into not little worms but little dicks. Then she imagined those long, slim members entering her mouth, dozens at once, making her gag a little but otherwise not unpleasant, until they all unleashed torrent of buttery hot seed down her throat. The idea made her groan and shift in her seat. Her hoof went to her nethers without her meaning to, and she started stroking herself. Pressure built and she groaned loudly.

"Dashie, what..."

Rainbow Dash suddenly froze and turned to her friend, who was looking at her with an expression halfway between horror and amusement.

"Ehh, hehe..." Rainbow Dash swallowed, trying to come up with an excuse. "I, uh... It was really good pasta?"

Pinkie snorted and started giggling. "Wow, Dashie, I've never made anypony horny with my cooking before! That's awesome!"

Dash blushed and her wings started to unfurl again. "Uhh, actually, it's not just that, although... damn, that pasta was really amazing, I'm not kidding..." She swallowed again, her mouth dry. "I uh, sort of had a dream about you sucking off a horse this morning. It's kind of got me bothered, y'know."

Pinkie's giggles turned into an explosion of laughter. "WAHAHAHA! Me? And a horse? Oh, Dashie, you sillypot!" She rolled on the floor, and Dash suddenly felt more relaxed. She'd never really talked about sexual things with Pinkie before and hadn't known what to expect.

"Although now that you mention it," Pinkie suddenly stopped rolling, putting a hoof to her chin, "I probably would, if the horse was friendly enough. I don't know any though. I certainly wouldn't want to fuck one. I mean, they're really big, so they're probably big everywhere, right? It'd get all stretchy in my hoo-hah!"

Rainbow Dash started laughing. "Wow, Pinkie, you always surprise me." Her stomach gurgled and she patted it. The motion made her feel... something. Weird, but not unpleasant. She suddenly wished that her stomach was larger. She looked at Pinkie.

"Pinkie Pie, uh... You don't think... Maybe, could you make another batch?"

Pinkie's eyebrows nearly raised off the top of her head. "You want more? I mean, sure I will, Dashie, but don't you think you've had enough? You're not normally a bottomless pit like me!"

Rainbow Dash shook her head. "I'd just like some more. It was so good. Maybe plain this time, or with a little butter?"

Pinkie thought for a second, and then she shrugged. "Okie-dokie, whatever you say Dashie! Maybe I'll try the spaghetti attachment this time..."

*****

Twilight Sparkle grumbled to herself as she trotted through the bustling morning streets of Ponyville.

"Darn that Pinkie Pie. Confound her! I'm supposed to be meeting the Princess in Canterlot and I need that balloon! Of all the bubble-headed, hare-brained..."

She ceased her rumbles as she reached the entrance of Sugarcube Corner. She decided to put on her best scowl instead and headed on in, the bell chime tinkling merrily.

"Pinkie Pie? Hello? I need my balloon back, please, if that's okay with you!"

Hearing no answer, she trotted around the counter and noticed sounds coming from the kitchen not stopping to listen, she pushed in through the swinging double doors and was met with a sight.

In the middle of the floor was Rainbow Dash, her mouth full of spaghetti, her stomach distended to twice its normal size, moaning and rubbing at her nether regions with a hoof. Pinkie Pie was merrily zipping back and forth between a huge contrapation that spat out spaghetti and a pot of boiling water. When she was done at the pot, she'd drop another load of spaghetti on a plate in front of Rainbow Dash.

"Oh god!" Dash moaned. "I can barely reach myself! It feels so good! Pinkie, stuff some up my pussy, please!"

Twilight's eyes went wide. She couldn't believe what she was seeing. True to her word, Pinkie trotted around to in front of Dash, humming happily all the while, and picked up a hoofful of spaghetti. With careless abandon, she reached down, parting Dash's lower lips with her other hoof, and shoved the wad of pasta inside. Dash moaned loudly and rolled onto her back.

"Oh god, Pinkie, more, please, it feels so good. Fill me up with pasta!"

Twilight couldn't take her eyes off the scene as Pinkie cheerfully stuffed all the pasta, little by little, from the plate into Dash's cooch.

"What in the name of Star Swirl the Bearded is going on here?" Twilight demanded.

Pinkie looked up. Rainbow Dash tried to, but found she was fairly immobile at this point, due to all the pasta stuffed into both her stomach and her uterus.

"Oh, hi Twilight! I hope you don't mind I borrowed your balloon. Dashie was just helping me test out my new pasta machine! You wanna try some?"

Twilight's mouth curved into a horrified expression. "N-no thanks, I'll..."

She gulped. Twilight was suddenly feeling... wet. There was nothing about this that should be turning her on, yet she was.

"R-Rainbow Dash, why are you...?"

"Twilight..." Dash moaned. "You can't believe this! I can feel all these noodles squishing around inside me... It's incredible. It's like I'm filled up with dicks in all my parts! You gotta try it!"

"I, uh... I think I'll just sit in the corner, if you don't mind..."

Twilight couldn't tear her eyes away, but she groped along the cabinets until she ended up in a corner away from them and immediately went to work, hooves seeking out her warm center and massaging her tension away. She kept her back to them and soon the world was lost to her as she clopped furiously. Her juices splashed out onto her hooves and she groaned loudly, occasionally matching cadence with Rainbow Dash. Her nether lips puckered and she shuddered to life. Faster and faster went her hooves, pressure building, until she became aware of a presence behind her.

She turned her head ever so slightly to see two big, blue eyes staring at her.

"Hey, Twilight, whatcha doin'?"

"Agh!" Twilight backed herself against the cabinet, one hoof over her crotch. "Pinkie, I thought you were..."

The pink pony shook her head, fluffy curls flopping everywhere. "Rainbow Dash needed a break. I think if I stuff any more stuff inside her, she'll burst! You need a hoof?"

Twilight's face burned red hot. "I, uhh..."

"Yer not a virgin, are ya, Twilight? Huh, huh, are ya, huh?" Pinkie was seriously invading her personal space right now.

Twilight looked away, trying to avoid the question. She sighed. "Yes."

Pinkie giggled and hopped, pressing her nose to Twilight's cheek. "I know how to fiiix iiiit~!" she sang.

Twilight felt a rush of blood to her head as Pinkie moved her head unbidden down Twilight's midsection and sniffed loudly at her heat. She nosed Twilight's obstructing hoof aside and poked right at her mons with her nose. Twilight moaned, closing her eyes, the anticipation of her friend's desire to explore her south pole filling her with lusty abandon.

Then the bell dingled.

"Dammit."

"Helloooo!" cried a cheery voice, and everypony in the kitchen froze. "Twilight, dear, are you around? I saw your balloon tethered to the top of Sugarcube Corner and I just had to stop in and see if you were here? Don't you have an appointment with the Prin... cess...?"

Rarity, with Fluttershy in tow, rounded the corner and peeked in through the door. She gasped, horrified, and looked about ready to faint. The meek yellow pegasus squeaked and ducked her head, wings flaring.

"Rarity," Twilight said quietly, "I can explain..." Or could she? With Pinkie one second away from being muzzle-deep in her love folds and Rainbow Dash a pulsating pile of putrescent pasta in the middle of the floor... It sort of looked like what it looked like, really.

Rarity stomped her hoof. She glowered at them all. "Well I never! Having a orgy and you didn't even invite ME? I have never been so insulted!"

Twilight's eyes got wide again. Well, at least Rarity wasn't horrified.

"Sorry, Rarity? It just kind of... happened..."

The white unicorn lifted her nose primly skyward and sauntered in through the door. Fluttershy followed, lifting over to check on Rainbow Dash.

"Oh my," she said quietly, "Rainbow Dash, are you all right? You've gotten awfully bloated, um, if you don't mind me saying that."

"Oh man, Flutters," the cyan pegasus groaned. "You have no idea how I feel right now... I've never done this before, but it feels so goooood... It's like having all the worms ever inside me, and they just squish around... But maybe..." She burped. "Ugh, maybe I overdid it a lit-"

Rainbow Dash turned suddenly (thankfully away from Fluttershy) and vomited pasta all over the floor. Chunks of smashed pasta rolled to a stop against table legs, while long strands of it curled ungainly in pinkish digestive juices. Her mare parts queefed and most of that pasta slid out of her too, tangled in sticky, slick knots and covered in love juice.

Pinkie Pie jumped out and went, "Wheeeee!" rolling in the crud and smearing the spaghetti all over herself. She even tried to put some up her cunt and found that it tingled and stretched her nicely.

"So this is what Rainbow Dash liked about it! Fun!" Then she went back over to the scene she had vacated.

Suddenly free of extra stuffing, Rainbow Dash's midsection collapsed downward like a deflating balloon, though there was some stretching left over. Rainbow groaned and rubbed her stomach.

"Ohh, ugh, I feel so awful... So empty..."

Fluttershy was surprised. Shouldn't she be feeling, I don't know, sick? She nuzzled her friend gently.

"Maybe you should go lie down and take a rest," she suggested.

But Rainbow Dash shook her head.

"No, Fluttershy, I want to feel it more. I want more stuff inside me! But... ugh." She lifted herself up on one elbow, looking over at where Rarity had begun to horn-fuck Pinkie, who was eating out Twilight.

"Pinkie's busy. Do you know how to make pasta?"

"N-no," the shy pegasus answered. She hung her head for a moment, looking away, then, in her very most tiniest voice ever, she suggested, "I know something else you can eat."

Rainbow Dash's attention was got. "What?"

Fluttershy cleared her throat daintily. "Umm, w-well... Whenever I feed some of my... c-carnivore friends..." She kind of stumbled on the word and its implications. "Like the ferrets, I... Well, watching them tear apart little pieces of meat and eat them, I just think about how it must be to be a mouse or a rabbit and be eaten by another creature. What I'm trying to say, uh, Rainbow Dash is..." She closed her eyes and said the rest all as one word. "Youshouldeatme!"

Rainbow Dash seemed to be considering this, though she was also looking at her butter-yellow friend incredulously. "How?"

"Oh, it's easy," Fluttershy nodded enthusiastically. "All you have to do is... open wide..." She said the last part in a sultry whisper. Rainbow Dash could smell her excitement and opened her mouth. Fluttershy stepped forward, nosing up to Rainbow like she was going to kiss her, only her nose went inside Rainbow's mouth. And then her muzzle. And then her head started to stretch Rainbow's mouth open even wider.

It was a little painful at first, although that may have just been from the shock that it was actually happening. Fluttershy folded back her ears and slid her entire head inside of Rainbow Dash's. The blue pegasi's mouth grew wider and wider as Fluttershy began to slide down her throat. She didn't chew her friend or anything, but the sensation was immensely pleasureable. Where the pasta had only filled her belly, Fluttershy was filling her entire being.

A hoof pressed into the corner of her cheek, and Rainbow Dash reached up to stretch the skin around it. Fluttershy crept ever deeper into Rainbow Dash, reaching down into her stomach for the first time as her wings tickled Rainbow's nose. Rainbow now had to support herself with both front hooves so Fluttershy could keep her balance.

The taste was like... Well, they had fooled around once back in flight camp, after Rainbow Dash saved Fluttershy from the bullies and did the Sonic Rainboom. She'd tasted the young fillie's folds back then, and found them sweet and alluring. This wasn't anything like that, though. She tasted of the sun and warm breeze, of dust, but not unpleasant, and a little of salt. Overall, she tasted like she was meant to be here, now, sliding down Rainbow's gullet and finding a new home in her stomach.

Her shoulders had now passed Rainbow's jaws completely, and she was busy choking down Fluttershy's barrel midsection. She started using a hoof to help push the other pegasus inside her. The stretching of her mouth no longer surprised her, but it wasn't nearly as good as the stretching of her neck and chest from her esophagus. That stretch was what she longed for, the sensation of being made larger as pegasus chest went down her throat. Wings fluttered against the back of her throat, making her have to stifle a cough. Fluttershy's rump finally entered her mouth, and Rainbow Dash chewed down playfully on it. Fluttershy eeped from inside her stomach, and Rainbow Dash felt the sound throughout her body. It was like she was becoming one with Fluttershy. Well, they would be, once she was digested.

It was a strange thought, really. What if this was the end of their friendship? But then, she'd always have a little piece of Fluttershy around inside her, and this was what the flaxen pegasus had wanted anyway.

As the last bits of Fluttershy's torso passed into Rainbow Dash's mouth, she got that taste again: salty and sweet, a little muskier than when she had first pleasured her friend all those years ago, but delicious all the same. She grabbed one of Fluttershy's back legs to stop her forward progress and let her tongue lap over the buttery folds.

"Ohh, Rainbow Daaaash," Fluttershy groaned inside her. That sound being within her drove Rainbow Dash wild with passion. She licked and lapped at those folds the best she could, causing Fluttershy to squirm inside her. It felt heavenly as she was stretched in all different directions, sometimes by a hoof, sometimes by a head.

Finally, she could hold the weight no longer, and reluctantly let Fluttershy go. Down, down slid the rear legs and she slurped at Fluttershy's tail like it was spaghetti. With Fluttershy safely inside her stomach, she patted her belly, and Fluttershy pressed a hoof against the wall of her stomach in response. Rainbow Dash smiled.

"You're the best, Flutters."

There was a mumbled response that Rainbow Dash couldn't really understand. She rolled carefully onto her back and looked at her stomach. It was, well, the size you would expect if one pony was inside another. She was huge, and she loved it. She closed her eyes.

Meanwhile, Rarity had begun by stalking over to Pinkie Pie and sticking her horn rudely up the pink mare's lovehole.

"I'm still upset!" she moaned. "This is what you get for not inviting me! Maybe you'll think better next time and remember what pleasant company Rarity is!"

Pinkie Pie squeaked and otherwise seemed not at all concerned by the action. She just lowered her head all the way and sank into Twilight's pussy, lapping at the folds and her mare button. Twilight groaned, bracing herself against the cabinets with both forehooves and let Pinkie do her business. Every time Rarity pressed forward with her horn, Pinkie pressed forward with her tongue, and so it was like Rarity was fucking her too somehow.

Twilight's heat rose and rose, as Pinkie lapped messily at her juices, getting all the fur down around her thighs and belly soaking wet. She groaned and gasped, and eventually started bucking against Pinkie's face as her friend ate her out with panache.

The bucking caused Pinkie, as the fingercuffs in their little menage a trois, to buck back against Rarity's horn, and she squealed with delight every time this happened. Rarity's beauitful violet mane was getting plastered against her forehead with Pinkie's special sauce, but she didn't seem to mind. She was getting off on fucking the earth pony as hard as she could, and her wet hindquarters attested to that.

"Ohh, Pinkie, I think I'm gonna..." Twilight squeezed her eyes shut, trying to hold on, but Pinkie's exuberance was overwhelming. Her tongue was everywhere all at once, maybe literally, and as Twilight came, her inner walls spasmed around her friend's pink protrustion. Pinkie happily drank from Twilight's foundtain, and she bucked her hips again and again, sending Pinkie into spasms of orgasm as well. Rarity finally removed her horn from Pinkie's pussy, helping her finish to climax with her tongue. Pinkie tasted like sugar-coated strawberries, and it was all Rarity could do not to come right then and there.

Twilight actually came twice in a row. She'd never felt sensations that intense in all her life, but that was because she'd always had to rely on her own two hooves. As the electric sparks ran through her, she cried out, "Oh, fig Newtons!"

Pinkie and Rarity stopped, looking at her.

"Twilight, that's a silly thing to say when you come!"

Rarity shook her head, "You really haven't done this before, have you?"

Twilight should have felt embarrassed, or angry, but she couldn't. Her mind was a haze of love and happiness and she smiled drunkenly at them, or like she'd been smoking pot.

"I'll let you two finish," she slurred. "Immmmmm gonna go take a nappy..."

Without waiting for an answer, she crawled off to where Rainbow Dash seemed to have fallen asleep. It looked as good a place as any to lie down. Why, even Rainbow Dash's stomach had grown so much that it looked like a big pillow with two hooves and a head sticking out the top.

She was overcome with drowsiness and a desire to be warm. The air inside the kitchen had cooled somewhat and it was chilling her nether regions thanks to all the juice that had spilled out of her.

A strange idea hit her. She remembered back to when she was younger, and had just started studying in Canterlot. Sometimes she would get really scared at night and she would pull the covers up over her head and think about what it was like before she was born. (She told somepony about this once, but apparently remembering being in the womb was not something everypony could do, so she kept it to herself after then.) It was warm and dark inside her mom, she remembered, and she never had anything to think or worry about or any reason to be afraid.

Rainbow Dash was lying with her rear legs spread and her pussy opening pointing towards Twilight. That's what had given her the idea. Creeping forward, because her legs did not feel like supporting her very much, she used her horn to open Dash's love entrance.

"Wha?" The pegasus jolted awake, blinking, but couldn't move to see what Twilight was doing. "What's going on?"

Twilight whispered, "Shh, it's okay," before sticking her horn all the way inside Rainbow Dash. The pegasus groaned and shivered. But rather than start fucking her, Twilight continued to push. Rainbow Dash's opening dilated and she felt a whole new kind of stretching begin, so she moaned in pleasure. After taking in Fluttershy, she hadn't thought things could get any better.

Twilight pressed the crown of her head further into Rainbow Dash's love canal, closing her eyes. She could feel the warmth slowly seeping into her, and it only made her want to be inside Dash more.

She pressed in, and with a sudden pop, her head slid all the way inside Rainbow Dash. She looked up, hoping that she hadn't hurt her friend with her horn, but everything seemed okay when she lit it up with a spell.

Then she wiggled her shoulders until one of them squeezed through the opening. Rainbow Dash continued to moan, but to Twilight, it was just a series of vibrations surrounding her. She could hear Rainbow's heartbeat, elevated from arousal, and it was almost lulling her to sleep.

"Then, she heard, "Twilight, is that you?"

It was very muffled, like it was coming through a wall, but it seemed to be right in front of her. She pulled both her forelegs inside Dash's womb and said, "Yes, it's me! Fluttershy?"

The mass in front of her rocked slightly.

"I'm in Rainbow Dash's stomach!"

"I'm in her vagina!"

"...We should kiss."

It seemed a silly idea, but then what about this wasn't? "Give me a minute," she said and heard Rainbow Dash groan again as she pulled herself inside. It was easier now, with her shoulders out of the way. Her whole body slid forward little by little, stretching Dash wide and sending the most amazing pleasant sensations throughout her entire body.

Twilight finally pulled her knees up to her chest. She was safe, surrounded by a warmth and tightness that made her feel like she was finally at home.

"Kiss me, Twilight," Fluttershy insisted, and Twilight saw a pair of lips pressing against the uterine wall. she pressed hers against them and it felt like making out through a pair of rubber gloves, but they kissed for a while. Twilight regretted that she couldn't use her tongue; she wanted to know what Fluttershy tasted like.

"Fluttershy?" she said at last.

"Yes, Twilight?"

"I'm going to take a nap. I'm really worn out, I'm sorry."

"It's okay, Twilight. I'm kind of tired myself. Sleep well."

"You too, Fluttershy."

She curled into as tight a ball as she could and closed her eyes, dousing the light on her horn. Rainbow Dash felt her every movement, and their conversation had sent jolts of wondrous pleasure through her entire form. With both Fluttershy and Twilight settled down inside of her, Rainbow Dash closed her eyes again and smiled. She felt like the biggest, proudest mother in the world.

Meanwhile, Pinkie and Rarity had retired to the other side of the kitchen.

"My goodness," said Rarity as she had watched Twilight crawl inside Rainbow Dash and also noticed that Fluttershy was in her too, "it seems we're all just trying out the most extreme kinks ever?"

Pinkie nodded. "Yup! That's what orgies with good friends are all about!"

"Well, Pinkie, if it's not too much, I have perhaps a strange request for you."

"Lay it on me, sister!"

Rarity took a deep breath. "I want you to kill me, Pinkie. Just stab me to death! It will feel so good, don't you agree?"

Pinkie shrugged big. "Maybe?"

"Oh please, Pinkie, just this once? I promise you'll enjoy it."

Pinkie seemed to consider this. "Okie dokie loki!" She pounced over to the knife rack and grabbed the largest, pointiest knife she could find. "Will this do?"

"Yes, it will do nicely!" Rarity tossed her wet mane and pointed a hoof accusingly. "But not the face, dear."

"Okie dokie! No face! Now, the pointy end goes in the other pony...!" Pinkie made a face of concentration and swung the knife back and plunged it into Rarity's shoulder, eliciting a scream that turned into a moan.

"Oh Pinkie... Ohhh, make my blood flow!"

"You got it!" Pinkie weilded the knife again, this time aiming for Rarity's inner thigh. She slashed and blood began to ooze down the unicorn's leg. Rarity sucked in a breath between her teeth and lay back on the counter. Pinkie was for a moment worried that the blood might stain the Cakes' lovely countertop, but then she made herself a promise to clean up right after she was done. That would probably help.

With jerky motions, she began to stab the knife into Rarity's midsection, trying her best not to hit anything vital. It wouldn't do for Rarity to die too quickly, after all. How could she enjoy the pain then? With each plunge of the blade into her flesh, between her ribs, into her stomach, into her lung, Rarity screamed or moaned, and the scent of her hot, wet sex grew pungent in the air. Pinkie had an idea and shoved the knife into Rarity's slit, which opened slightly farther than it should have. Rarity grunted.

"Ohhh, that wasn't such a great idea," she said lowly. "Thank you for trying though, Pinkie."

"It's okay, Rarity. Gimme a kiss before you go?"

The unicorn tried to lean up towards her friend but was already too weak from blood loss, so Pinkie bent down over her. They shared a long kiss, seasoned with coppery slickness and lots of tongue, and then Pinkie shoved the knife up to the hilt into Rarity's heart. The white unicorn, now a red unicorn, gave a few last squeaks and shudders before she broke the embrace replacing it with the embrace of death. Her eyes stared blankly up at the ceiling as Pinkie pulled the knife out and deposited it gently into the sink, turning the water on.

"Well, that was fun!" she said. "And Rarity's still warm... Yay, I get to fuck her corpse!"

Pinkie used her fourth-wall powers to steal a dick from a colt version of herself, promising him that she would return it when she was done, and stuck it over her pussy so that she was a futa now.

"Whee!" she cried, hopping up and down on her hind legs so she could watch it flop around. It grew quickly hard because of this and Pinkie went up to taste Rarity's cunt. But she forgot about having stabbed her friend there and she stuck her tongue out.

"Tastes like pennies!" she grumped, then whipped her hard dick around and brought it to bear. "Oh well! Nothing gets ya stiff like a stiff!"

She plunged her cock into Rarity, glad she didn't have to worry about hurting her friend or waiting to make sure that everything was right. It was just her, a warm hole, and her new best friend which she had named Mister Jingles.

She thought that later she would tie some bells on it before she returned it to its owner.

Pinkie got up to speed quickly and realized that all this time, she'd been really horny. After all, Rarity horn-fucking her had been about the only thing that had happened to her so far, and that had been unexpected and at the same time as her eating Twilight's pony pie, so she hadn't really been able to savor it. But now, with Rarity's blood-slicked folds enveloping her engorged member, Pinkie was having the time of her life.

The unicorn's body flopped about a bit as Pinkie fucked her, which made the pink party pony giggle a little. It was like watching a ragdoll at the end of a string, she thought. Then she packed those thoughts away and concentrated on the sex. Rarity's love tunnel wasn't contracting around her, of course, but that was okay, because Pinkie was hung like a buffalo. Her balls slapped against Rarity's taut ass as she kept up a fast, jerky rhythm. The sensation of taking pleasure in this way was so new to Pinkie that she came hot sperm inside her friend, and then kept right on going until she came again.

"Nnngh, I feel so close..." She leaned over Rarity, her cock still inside the unicorn, and reached back with one hoof to her pie-hole. With her hoof, she started massaging her slit and felt her body shake.

"Come on, just a little more..." Sweet Pinkie juices coated her hoof as she hoofed herself furiously, nethers shuddering and roiling under her ministrations. She got going so hard that when she came, it was from her dick and her vagina at once. It totally wore her out and her bowels released, splattering hot brownness on the floor with a loud "PRRRRTTTT!!"

This sound of course made Pinkie start laughing and snorting, and she rolled around atop Rarity until she was bright red and not pink from Rarity's blood. Then she rolled off the counter and onto her poop which was steaming on the floor. The brown fudge coated her and she tried tasting some because she had never done that before. It tasted like sugar and dirt, because it was hers, and she laughed again and smeared it on her face. Then she got back up and rolled on Rarity some more. Rolling in things was lots of fun, after all.

Rainbow Dash was resting, but not asleep, all this time. The noise of Rarity and Pinkie was drowned out by the pure, intense bliss she felt from being so large. Fluttershy and Twilight had gone to sleep inside her, and their rhythmic breathing caused her stomach to inflate just slightly every few seconds. She wanted to rub herself, but she couldn't move. She was basically a blue pony-shaped balloon now, with a head and and tiny legs sticking out that flopped around weakly if she tried to move. There was no leaving the floor now, but that was okay. It felt nice and cool.

All she could do was heave a sigh. "Oh... my... Celestia..."

There was a bright flash and somepony cleared their throat. "Did somepony call my name?"

Rainbow Dash's eyes flared wide open and she tried vainly to get into some kind of position where she could see her Princess, but it was futile. Her legs just flapped like tiny bird wings against her enormous girth.

"Princess how did you..."

"It is not like Twilight Sparkle to be late for an appointment with me so I can to see what's up," Princess Celestia explained testily. "What, exactly is going on in here?"

Pinkie hopped up and down on top of Rarity, making her body squirt out little bits of blood and semen.

"Oooh, a guessing game, I love these! Uhh, let's see... I was making pasta and Rainbow Dash was helping me eat it and then she got really turned on and started eating all of it and stuffing it up her hoo-hoo, and then Twilight got hot and bothered and started clopping, so I helped her, and then Rarity got all indignant and started horn-fucking me and Fluttershy climbed into Rainbow Dash's mouth and Twilight climbed into her coochie, and Rarity asked me to stab her to death so I did and I fucked her corpse and then I pooped! The end! Do I win?"

The Princess, in all her millennia, had never heard such quite a tale. She stared, open-mouthed at Pinkie, and then at Rainbow Dash.

"Well." she said, very matter of fact. "There is but one recourse for this."

Rainbow Dash got scared that maybe Celestia would banish her and throw her in prison in the place she had been banished to. The Princess raised her head, a slight smile on her face.

"I will simply have to eat you all myself! After I turn you all into foals!"

The Princess' horn flared and Rainbow Dash felt her stomach begin to shrink. Soon she was back to a far more normal size, exactly the size that a pregnant mother of twins would be (because Fluttershy had been relocated to her womb). She smiled down at her stomach, thinking that she would be able to give birth to two of her best friends now and they would be sisters. The thought made her horny and she reached down, finally able to touch herself, and started hoofing herself slowly. It didn't feel quite the same because there were fetuses in her womb, but it still felt really good. Pinkie shrunk down to a filly and went "Yay!" before disappearing down Celestia's gullet.

"I do have one question," she said, burping softly. "Where is your friend Applejack in all of this?"

Rainbow Dash paused in her masturbating just long enough to shrug. "I dunno. Maybe this really isn't her thing." She grinned as the Princess' mouth opened wide and shut her eyes, clopping furiously as she slid down the alicorn throat.

*****

Outside, masturbating desperately, Applejack peeked over the bushes outside the window of Sugarcube Corner's kitchen. Thankfully she was obscured from the street view by the bushes. A wicked grin was plastered on her face as she watched the Princess consume her friends.

"This is way better 'n Ah ever woulda thunk," she said to herself. "Dammit, Big macIntosh, whah cain't ya be here rahght naow? Ah culd shore use a powerfuck."

As if by magic, she became aware of a presence in the bushes with her. A claw tapped her on the knee and she came.

"Hey AJ," grinned Spike, "I could fuck ya, since Rarity's dead and all."

Applejack bit her hoof to keep from moaning too loudly. When she was done, she raised her eyebrow up at Spike.

"Ya wanna fuck me? Ya shore ya're man enough, pardener?"

Spike put on his best grin, putting his arms akimbo. "Hey, I maybe a baby dragon, but that means I'm still a dragon, baby."

He reached down and started stroking between his legs, where soon a pair of penises raised up to greet the day. Applejack nodded, stroking her chin thoughtfully, then flipped over onto her hooves and stuck her ass up at him.

"Well, ya cain't exactly mezher up ta mah bruther, but then who can? Fire away, bucko!"

Spike grabbed Applejack's flanks and stuck one dick in her vagina and one in her tailhole. Fucking somepony with two dicks at once was kind of difficult, and he slipped out once or twice, but with his hardness he sped and gave her a good dicking. Applejack moaned and bucked back against him so that they had a good hard fuck. Spike had the best time of his life right then, fucking Applejack in the ass and the vagina both at the same time and they came together.

"Damn," said Applejack. "Ah could go fer some pasta."

Author's Note

A/N: If you want to know what happen to Rarity, please read the sequel, CLOPPY PASTA II.
I am very sorry for writing this, I think it is the worst fic ever written and you should not read it.
My only goal was to make something with sex that would rival Cupcakes but maybe i went too far?
I am not proud for having wrote this. I may be depraved. I may have to commit seppuku or an Aristrocrats joke

Am I Doing It Right?
Am I More Popular Than Cupcakes?
(It would appear that I am not but that is okay)
I Am Not A Proud Pony
It Had To Be Done