Applejack

Twilight Sparkle was gently awakened by the warm rays of the morning sun.

It was a beautiful Saturday morning and as the pink and purple-haired brainiac began to stir from sleep, she did so with a heartfelt smile. The working week was over and it was time for the ponies of Ponyville to take a well-earned rest. They might take it at their own pace, but soon every pretty young filly would be tossing aside the sheets and energetically springing from bed, opening the windows to greet the day.

Twilight herself was just now doing exactly that, letting the beautiful sunshine pour into her bedroom, curvaceous form soaking in every last drop. For such a dippy little nerd, she had a lot going on, and standing at the window in her nightgown, she brazenly displayed it all for the town she loved so dearly. Anyone passing by the princess’s home would be able to see her regal beauty, beginning with the brilliant, butt-length multicoloured hair that framed her dark, soulful eyes and travelling down to full purple lips. That alone might have been more than enough to draw a stallion’s eye, but a life of lazing around reading books had gifted Twilight with plenty of roundness, most of which had gathered in her chest. She had a plump pair of full breasts and a cuddly lower body that were even now straining teasingly at the sheer material of her lingerie.

The outfit she’d gone to sleep in last night was just a little something Rarity had given her for Winter Wrap-Up last year (still unseen by male eyes!), made up of a cute white silk nightie, with black fishnet stockings with floral trim on below that. And in the middle? Twilight turned and parked her rear on the windowsill, letting every stallion in Ponyville see just exactly what she had on down there: a tiny pair of black silky panties with a pretty red ribbon on the front. It covered next to nothing, the generous swell of her big, soft rump bare and the hump of the eager-to-be-split peach staring out at the town from between her thighs. Combined with that scandalously small nightgown with the dangerously low V-neck that struggled to contain her mouth-watering curves, Twilight had a plump and curvy body that promised to be a fun playground for boys. So why hadn’t anyone grabbed the handles and climbed aboard yet? She just barely stifled a sigh at the thought.

But she could worry about boys later! She reflected with a smile on her lips and a sparkle in her eye on what a great day this was going to be! Aside from having the day off from her very important studies, there was another reason Twilight just couldn’t be happier today was Saturday! This afternoon the girls were all having a little get-together at Rarity’s place, an opportunity to relieve the tensions of the week. Ever since coming to Ponyville, she’d made five very special friends, each who brought their own wonderful and unique characteristics to her life, and whom she was all very grateful towards. Some days it was still hard to believe that of all the ponies in Ponyville, these five would want to be her friends and she thanked Celestia for it every day!

She wondered how the other girls were doing, and if they were greeting the morning as eagerly.

---

Applejack felt like she’d been plunged under water and was only just now surfacing, drawing in big gulps of air. It was a full two hours after Twilight’s little musing, just a little bit before noon, that her eyes finally snapped open and a shameless gasp of need escaped those plush lips.

All of the Mane Six were out of bed by then, some earlier than others, all of them except for one rootin’ tootin’ cowgal in particular. Applejack couldn’t help it: as her mind drifted back to last night, she felt so incredibly, hopelessly empty without him here, her lower half consumed by primal urges. Her slutty wide hips were already up off the bed, gyrating and shaking wantonly in her deep need.

She must have walked home last night when he’d finished with her, because she was back in her own bed. She’d been up so late last night she might have slept for hours longer, but a primal need was already stirring in her once again, driving her out of bed, driving her back towards him... At first, no coherent thought was even possible, every inch of skin, inside and out, felt soaked in his pheromones. When she finally got her body under control, her first thought was: What time did I even get back last night, anyhow...?

She looked around her room: The curtains were drawn and it was completely dark, but she didn’t feel quite ready to face the day anyway. Instead, she moved to the mirror and surveyed last night’s damage: bite marks, a few welts here and there, lipstick stains, dried sperm just about everywhere... He’d stained her whole body in his sticky, hot seed and she’d goaded him on to keep doing it. She flushed as she began to recall last night’s activities, every marring of her figure having a unique and filthy memory associated with it. He did a right good number on me, gettin’ me like this, she thought to herself.

Applejack had seen better days. In fact, after last night’s rough sex, she was a total mess. Her hair was tousled around her face, completely unkempt, cracked lips and perky nose barely visible amongst it all. If it weren’t for those familiar green eyes, she might not even have been recognizable. But even then, they looked a little different to normal: usually Applejack’s eyes burned with a searing aggressiveness, but this morning they were leaden and dull, as if she was looking out of the fog that had settled over her mind. She now had the look of a thick-bodied grazing animal that was totally smitten for its master.

I’m the new Applejack... And it’s been a right pleasure makin’ my acquaintance...

Suddenly, Applejack remembered that she’d arranged to meet the girls today. So as much as she’d have liked to scurry back off to her man’s place for another dose of what she needed, she had to get ready. She laid out a nice minidress and was looking around the room as she wondered what to wear with it, when her eyes settled on her ruined clothes from last night. One final memory rose to her mind: she’d been holding the front of her lycra shorts out with her thumbs, goading him to pour his sperm out right into them. Use my pussy for target practise, she’d said, as his seed had made a sticky mess of her labia, drenching her outer folds in cum. It hadn’t just been once or twice, either, by the end of the night she’d been marinating in his seed down there, and she’d just kept right on wearing them and trying to wring more seed out of his dick. No wonder he’d been so rough with her towards the end, she was a greedy little sperm hound.

Now those shorts were on the floor by her bed, the black material discoloured here and there in greys and whites from where he’d used them as his personal masturbation aid. Applejack shuddered as she smelled them, her pussy already getting wet again. She tossed the minidress on over her head, then reached out for those sticky, dripping shorts and lifted one leg up. Applejack couldn’t help herself... She needed this so badly. A cute little snigger escaped the beautiful filly’s mouth as she pulled them all the way up her legs and smeared that cold, slimy mess around her pussy and ass. She wondered if the other girls would notice anything if she turned up to the get-together like this. Well, she’d find out soon enough. Heels and earrings and she was out the door.

Perhaps if Applejack had had the good sense to keep her mouth shut about her dishevelled appearance, and not bragged so much about her new boyfriend, things would have turned out differently.

---

By the time Applejack arrived, the rest of the Mane Six were already there in their good friend Rarity’s home, gossiping over tea and cakes. They were all so excited for a chance to unwind with good company and good tea in the sophisticated dilletante’s home, although the mood was soon to change perceptibly. It seemed unfair... They were happy, fun-loving ponies who wanted to learn about friendship, did they realize deserve this ill omen wandering into their lives?

Twilight and Rarity were sitting at the head of the table, side by side, deeply immersed in a cheerful conversation. Every time her witty friend made a funny comment, Rarity’s soft breasts shook with her polite, ladylike laughter.

As previously stated, Twilight was large, curvaceous and very beautiful, but even she had to bow out to the picture of perfection opposite her. That untouchable fashionista that filled the dreams of Ponyville’s males, the goddess who could simply snap her fingers and have a dozen baying, hungry menfolk ready to leave her toes dripping with their saliva... Rarity was truly a cut above the rest and it had shown when she’d sashayed out of her room to greet her guests. “Oh, my dears, I’m so sorry I forgot to dress myself up... I was just so very busy preparing everything for our lovely get-together today, this little old thing was all I had the time to throw on!”

Despite this claim, her amethyst locks were perfectly styled and her make-up was applied with the craft of a true artiste. There was simply no possibility of Rarity not looking ravishing in any outfit she’d chosen to wear today.

The “little old thing” in question was a silky red baby doll, a lacy and frilly item of extreme cuteness, with a beautiful flowing trim. Still... Nothing could disguise the fact that it was a lewd piece of fetish-wear that was even now drawing attention to the girl-meat it was straining under the pressure of holding in. There was so much woman held in by that fabric, sexy, plump, fertile woman, that it was double-strapped, as if a single strap would break under the weight of the largest pair of heaving, milking breasts in all of Ponyville! The vision of her chest heaving under the semi-sheer silk was one that could reduce the proudest man into a whimpering crybaby, a luscious thing only the privileged few (and no dragons) were allowed to bear witness to. And yet she was still the perfect picture of elegance.

Below that, her simply massive lower body was contained in a thong, garters and stockings, all in the same red tone. So what if she was a little pudgy and plump down there and the sexy fabrics hugged tightly to every soft, round curve of her body... A girl could indulge every now and then, couldn’t she? And Rarity did so like to indulge! That smoothly curved, breathtaking lower body shook excessively from side to side when she walked, expressing pride and privilege even as she moved that horse-like behind about. Elegance, grace, poise and always putting one foot in front of the other. That was what that woman with the piercing blue eyes had founded herself on.

At the other end of the table sat their three other friends, Pinkamena Diane Pie, RBD and Fluttershy. Along with Applejack, the mix of earth ponies and pegasi were amusing playthings for their unicorn superiors, but little more than that. They all had their charming quirks, but mostly they quietly drank tea and listened to Twilight and Rarity glibly chattering. On most days, Applejack would have quietly taken her seat amongst them and busied herself making cute little towers out of the cheese and crackers, but today fate had instead seen fit to make her the centre of attention.

When Applejack opened the door, the two unicorns froze mid-conversation, Rarity in particular letting the pleasant, sunny smile fall off her face entirely. The elegant young unicorn barely had patience for the late arrival, let alone Applejack’s demeanor as she entered and she spoke up right away. “A-Applejack, darling... You’re late once again... Ahh, is everything quite alright, dear? You smell... Well, do come and have a seat...” she said, nervously laughing.

Applejack took her seat at the table. The response was almost immediate as Twilight, sitting to her right, and Fluttershy, sitting to her left, both recoiled, clutching their noses as that vile scent that clung to AJ began to invade their nostrils. They would resist something so cloying and oppressive, any woman would at first... At least until she realized how good surrendering to it really felt. So, as she took her seat, she smiled at the other girls and raised her hands, “Sorry I’m late, girls. Now, Rarity, just hold that there thought one second, ‘cause...” She gave them a broad grin. “I’m needin’ to tell you all about my new boyfriend.”

“Your new boyfriend, dear?” Rarity asked skeptically, pouring Applejack a cup of tea and passing it across the table to her.

“You betcha... This one’s gonna knock your socks off, Rarity!”

For the six brightest and best ponies in all of Ponyville to be gathered together in one place was no accident. They were all here for him, Applejack knew this now.

She thought about the heaven this man brought to her and felt it was something that they deserved to experience as well. The taste and sensation of him, his fluids, everything... Dripping semen splattering on her body or sliding down her throat... She’d have to be cruel to not want to share this with the others.

Applejack leaned in to relate the story of their first night together. When she wasn’t speaking, it was so quiet you could have heard a pin drop.

---

Somewhere in a dark room, the pony gal Applejack was huffing and panting on a bed. Her entire body was sticky and glistening with sweat, exhaustion finally setting into her aching muscles, but she knew her partner wouldn’t be done with her just yet. He could fuck for hours without stopping, long after she could barely move, and he always just kept right on going whether she was conscious or not. He was insatiable... He was the best... He’d stepped out of the room for a moment, but she knew he’d be back any second.

Applejack couldn’t stop herself from trembling as those hard, strong hands dug into the back of her skull. They tangled in the apple farmer’s honey-coloured hair and tugged her head painfully back, drawing a cry from her ragged and raw throat. Her fault for collapsing on the bed when he wasn’t done with her. Her back collided with the firm masculine front of the man behind her and she shuddered when those strong arms wrapped around her body. “Nnn... Aaaa~”

As his powerful, male hands toyed with her massive breasts, Applejack was already reaching behind her, letting her fingers do the talking as she searched for the thing she was looking for: her favourite fat cock.

“Where is it, hon... Where’s the dick...” She found his shaft and stroked it, all while continuing to let out those slutty moans.

He was already drooling copious amounts of semen down there, which pooled on her highest-up finger and drizzled down to those below. The aroma of fresh, tasty cum began its long ascent up from her hand to her nose, and when it finally arrived, she couldn’t help another deep, throaty moan as her eyes crossed and uncrossed. Cum! It was so hard to think about anything else when that cloying aroma was invading her brain via her nostrils. Like a true male-addict, she descended into a frenzy, animal instincts taking over... She tightened her grip on him protectively. Words of praise were falling out of her mouth, but it didn’t come out as much more than meaningless gibberish.

“Sugar... Sugar, I need it right now...” she panted. Her skin was boiling hot to the touch, flushed and glistening. Her eyes were crossed as she struggled to talk clearly, inbetween big gulps of air. Her knees were shaking. “Please... D-Dick... Auuuugh~”

"Nowadays, the thought of sperm had the new and improved Applejack’s wet lips peeling apart. Sperm was so good. Sperm was soooo fucking tasty.She itched so badly for her next fix that even on her way here, every man she saw looked like a spigot waiting to drain into her. She might’ve even tried to lure one or two into an alleyway, but there was no need, not when this man was already impatiently waiting for her. There was only one man who could give her what she wanted and he was lining his shaft up with her lower body now... He was aiming for the spot packed in between those obscenely wide, maternal hips of hers: the drooling, sticky hole that dictated all her decisions these days...

“Stickitinstickitinstickitinstickitinstickitin...!”

He sunk into her steaming hot pussy, spreading her tight folds as far apart as they could go, and she couldn’t remember anything that happened after.

---

By the time Applejack was done describing the events to them, there wasn’t a dry pussy in the room. Even Rarity, so dignified and noble, was suddenly very glad for the thick perfume she’d applied this morning for the hard work it was doing now masking her sticky, dripping sweat and the stink of arousal hanging over her. “D-Darling... Surely you understand you can’t let him treat you like that...!”

“I tried to stop him, really, I did... But, nnn, he’s so darn persuasive... Like the time...”

Applejack continued her story and the other girls listened, captivated. The more hormonal, or easily aroused of the girls, Twilight and Pinkie Pie in particular, had their hands under the table and were silently clawing at the needy hot spots between their thighs. It sounded too good to be true...

---

The thought that bubbled up out of Applejack’s memory was of her and that man eating lunch together in her home... She’d meant to take the opportunity to get to know him better, but they’d barely been eating for a few minutes when he was squeezing one of her breasts with one hand while pushing the fingers of the other up her skirt. She finally shoved him off and gasped, “Wh... What in tarnation are you doin’, mister? Muh... My mind’s been so foggy since you came around... What are you doin’ to me! An’... An’ why’m I so... so damn... y’know... hormonal all the dang time now?”

Even this level of protesting was getting harder for Applejack nowadays... She looked back on how she’d used to act and feel and those old days seemed so impossibly far away now! What had happened to her...? She used to be strong and dominant, but when she looked up at him... Ooh, it felt... She squirmed on her seat uncomfortably while he just smiled, holding her eyes with his. Speaking up made Applejack feel like the naughty girl breaking daddy’s rules nowadays, and she liked it.

It had gotten him to relent a little at least: he’d released her and sat back on his side of the table. “Mm? You sound ungrateful... Come on, Applejack, calm down... Maybe you just need something to eat..."

What was he going to do...? She continued to watch quietly, not protesting in any way as she let him do whatever he wanted. Why shouldn’t she? It made her tremble submissively to be told what to do. Applejack whimpered pitifully, so overtaken with lust she couldn’t even think straight anymore. She’d laid out two bowls of oats for them, cooked just how she liked, and his gaze was now drawn down towards her meal. He stood up slowly, moving around to her side of the table. Applejack looked from her bowl of oats back up to her master... “Smells pretty good..." he teased, meeting her eye. Once he had her full attention, he’d unzipped his pants and fished out his cock, catching the tip between thumb and forefinger, waggling it over her lunch. He’d plunged his cock right into her food, stirring it around right in front of her eyes, rubbing his dick on the meal she'd prepared... Hot shots of precum splattered all the way through the food... Her eyes opened wide as he started literally jacking off in her oats, sticking his dick in it before stroking his shaft. Her body was acting on its own, one hand slipping inside her jeans, with her fingers digging their way inside her panties as she watched helplessly.

He stared fixated at her body, eyes rooted to her cow-like breasts as he stood over her and jacked off, pumping out a thick batch of sperm for her.

It couldn’t last forever and as she watched, transfixed, he suddenly gave a little grunt and doubled over, free hand shooting out to steady himself on the table, as he began wringing out his filthy cockmilk, treating her lunch like it was a toilet... "Nnn, let's impregnate Applejack’s lunch, kukuku..." he teased, rope after rope of sticky hot cum flying out of his cock. Impossible, there was so much... She was fixated upon this filthy cooking session, looking at her meal being used as a cum tissue for this guy. She looked both disgusted and amazed by it. Sperm hit the bottom of the small bowl and reflected back up the sides. It oozed between the sticky oatmeal slowly, infiltrating it. And then... Well, just look at it now. The bowl had been half full with a tasty meal before, but now sperm had flowed up to the brim, oats bobbing and momentarily disappearing into the soup he'd made. He gave it one last stir with his cock, then wiped himself off on her tablecloth.

He sat down opposite her and leaned in, "Come on, eat it!"

She had no choice, he’d ordered her to. She silently nodded, then took back control of her hands from where they’d plastered to her own curvaceous body, picking up her spoon timidly. She stuck it in, scooping up some jizz-covered chunks of oatmeal. Her hand shook a bit as she brought it to her lips and then...Nothing. No visible reaction from her. She bit in and chewed it slowly. However, she hadn't even swallowed when she stuffed more cum and oats in her mouth, still chewing the foul mixture in her mouth, swirling it a bit. She kept her mouth wide open during all this time, letting him see the mess she was making, with his cum sticking against the walls of her mouth

His filthy, gunky semen was holding the oatmeal together like glue: she had to chew extra hard just to break it apart and as she swirled it around in her mouth, she'd find herself jabbing enthusiastically at the particularly big clumps of oatmeal with her tongue just to break 'em apart a little and make them easier to swallow. But she wanted to. She wanted to swallow this alpha male's semen.

She’d tried to stand up to him and now this was happening... Every time his cum filled her mouth and covered her tongue, she started losing it. That horribly thick semen took over her mind, and the only thing she wanted to do was to chew it more and more and fill her stomach to the brim. Being a living cumrag was all she wanted right now. She dropped the semen-coated spoon and picked up the bowl, using her tongue to scoop the food directly into her mouth. She made sure to show him each mouthful she chewed on, letting out a moan every time a chunk of jizz gave her trouble. It was well worth the effort... All her tastebuds were sizzling with the pleasure of being his dedicated little spermhound... All she really wanted now was more of that stuff churning in the fat sacks under his strong cock... And he was already erect again from watching her act like a girl who truly loved semen.

Every time her tongue lashed against the goop coating the walls of her mouth it got a little harder: that sticky hot stuff made her tongue feel numb and pleasured at the same time. It tasted amazing, but the more sperm she scooped up, the more imprecise her tongue's movements would get, until the blonde’s tongue was just kinda flopping lazily from side to side in her wide-open mouth. Ahh! It was like this male's scent and taste was slowing her brain down, dizzying her with reminders of what she really was. She ended up just gargling the content of her mouth, with various solid bits floating at the surface of the whitish thick pool that formed at back of her mouth, ready to drip down her throat. Her mouth had been transformed into a frothing pit, bubbles and the occasional oat rising to the surface.

He couldn’t help but laugh when he saw her sitting there, staring up at the ceiling, mouth open and tongue slopping up and down the inside of her left cheek as a stray bit of sperm escaped her. She looked totally cum-drunk. "Hey, what's the matter...? Surely that wasn’t too much for a girl like you..."

That prompted the girl to swallow the last few globs of food and sperm down her throat, disappearing into the big-breasted whore's gut. Applejack belched and flopped back in her chair, tongue hanging out luridly. She’d been debased and degraded once more.

---

It was after that that Applejack finished her cup of tea and finally took her leave. The other ponies watched her go, then suddenly exploded into a cacophony of noise and excitement. Who was this man and what had he done to Applejack... It was just like the old days, really, back when Twilight had first arrived in town: back then there’d always been some problem they’d have had to put their heads together to solve. Sure, they might be a bit older now and, in some lovely lady’s cases, a bit... Well, let’s say “curvier”, but this was no different. Applejack was in trouble and she needed their help, whether she was asking for it or not.

“Girls...” said Twilight, smiling at the others, “Don’t worry... We’ll figure out what’s wrong with Applejack, just you wait and see.”

---

After leaving Rarity’s house, Applejack had meant to head straight home, but it didn’t quite end up like that. Somehow she soon found herself ensnared in a particular strong pair of arms, resting her head on that firm shoulder once again.

“They didn’t like hearin’ about you one bit, lover boy...”

“Don’t concern yourself about that one bit, Applejack. I’ll be taking care of everything.”

Rarity

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After that horny gal who'd been exuding the “want it, need it” odours had left, the other ponies could gather their thoughts and begin dealing with the fallout of what had just happened. They’d since retired to Twilight's study to plan their next move. Now, after exhausting every resource at her command, Twilight Sparkle was ready to announce her findings. She set the weighty tome in her hands down on the table and turned to the other four ponies.

With a wiggle in those wide hips, she walked into the centre of the clamouring cuties and adjusted her thick-rimmed glasses, clearing her throat in a way that made some soft sweater puppies heave gently. “Calm down, girls, calm down... We're all concerned about Applejack, but I think I've come to a conclusion about what happened to her... And I'm confident we can all set it straight, as well!”

Rarity took a sip of her tea and gently set it down on its plate, tossing her hair, "I should certainly hope so... She was like a mare in heat, trotting in like that... What an absolute animal...! A single look at her hindquarters would've confirmed it... No doubt she was red as a Fruit Bat down there! Of all the nerve to not sort out those beastly desires of hers before she attended my tea party... I’m sure that slack-jawed filthpot brother of hers could have helped!"

Rarity was mostly ranting to distract herself. While she would never admit it, Applejack's display had left her quite hot under the collar and it was showing in her body now, with plenty of colour rising to her cheeks and frequent re-perfuming necessary to keep her horny sex smells smothered. To come out to Twilight's, the richest girl in Ponyville had slipped into heavy earrings, an opulent necklace and an elegant off-the-shoulder gown in purple and white colours that matched her hair. It left the topsides of her heavy breasts almost completely uncovered, the gown just barely hooked on the tips of her erect nipples. Those barely-contained swells were just aching to spill out as she coyly fanned herself with one hand, attempting to remain dismissive of the whole thing. "Hmph. Ridiculous. Simply ri-dick-ulous."

"Even once this is over, I doubt... Well, I don't know about the rest of you, but I think Appleslut should be prepared to give us all quite the big apology... Or I simply shan't wish to have anything to do with her... Hmph!"

Twilight shook her head. "Now, now, Rarity. Applejack is our friend. We're all bound by the Elements of Harmony to be the best of friends, aren't we...? Once this is all over, you’ll see how special Applejack is to us.”

Rarity and Twilight were both so immersed in their conversation that they'd forgotten completely that Fluttershy, Pinkie Pie and Rainbow Dash were there. They were both startled when they suddenly heard a polite cough. The pink-haired cutie, Fluttershy, had stepped forward to have her say, and while she was as timid as ever her concern for Applejack drove her to speak up.

Rarity found herself frowning: it simply wasn't right for someone other than her to hog all the attention, especially when she no doubt had but the most scant of scatterbrained thoughts to present. However, she kept her tongue in check: Twilight had long since taught her to keep her nastier side to herself when that empty-headed little sheep wanted to speak up. It she and Fluttershy had been alone, however, it would've been a very different story! Fluttershy would have had her mouth full of Rarity's high heels every single day earning her keep, and participating in conversations...? Never! Dairy cows like this one were for milking, not conversing with. So she simply folded her arms and thought nasty thoughts to herself as Fluttershy moved to the middle of their little gathering.

"Just look at her..." Rarity thought to herself, frown deepening. "When she walks, those mammoth teats of her can't sit still for a moment... She can barely even walk without making it look like she’s peddling herself... And those low-cut tops she wears! It's like she wants men to see her as nothing but a pair of milk-oozing udders and a wet, sucking mouth... Hmph! Doesn't the girl have any class at all?"

Rarity's thoughts might be cruel, but they certainly weren’t incorrect: it was all true, every last word. Fluttershy's pink lips seemed to practically throb where they poked out from under her finely-scented hair, promising to be soft, gentle pillows for any of the many, many penises in Ponyville. Under her cute sweater, she had the figure of a big-breasted love doll, the mouth-watering chest Rarity was so fixated on dominating the field of view of anyone dealing eye-to-nipple with her. Perhaps if she hadn't been so busty, Rarity wouldn't be so jealous, but as it was she had the biggest, heaviest mammaries in Ponyville and no guy would be able to last more than a few seconds being rubbed down by them before splattering her winsome young mouth with seed. The real cause of Rarity's ire, however, was that her own chest size was at least partially (not much, in her opinion, but maaaaybe partially!) due to the pudge and softness of her own figure. Rarity was curves packed on curves, with enough of a belly to be self-conscious about her indulgence in sweets, while Fluttershy... Aside from her wide hips and thick thighs, the animal-lover was almost rail thin, a healthy exercise routine of jogging and lots of yogurt leaving her without an ounce of fat anywhere... Well, except for the obvious places! It was like her mouth bypassed her stomach entirely and connected right to her tits and ass! Rarity could barely stop herself clenching her teeth whenever they were out together: it seemed like Ponyville's menfolk zeroed in on that bovine bitch, overlooking Rarity’s own mature, dare-she-say regal charms.

"Yes?" she managed, when Fluttershy politely coughed again. "Well? Out with it...!"

Fluttershy squeaked, pressing her fingertips together, "Meep. Um. I was just... Wondering... What sort of thing could make Applejack act like that...? I mean, if it's a man, he must be really... Umm... He must be a real... ...Stud... Maybe he’s got a... A big, stiff... Mmmnnn..." Fluttershy bit her bottom lip, eyes going a little crossed, her hips wagging side to side... The normally sweet girl lost her self-control just a little, sexual appetite flaring up with her perverse thoughts. The other girls weren't immune, either: Twilight was nervously smoothing out her skirt, Pinkie was fanning herself and Rarity closed her eyes and exhaled warmly as her imagination went wild. The point she was trying to make resonated with them all quite clearly: what sort of man was it that had turned their well-behaved, hard-working friend into a cheap floozy? He must be really something...

As soon as the idea came to Rarity, she immediately trained to banish it. She crossed and uncrossed her legs self-consciously, trying to banish such lewd thoughts from her mind... Yet they did have such a way of clinging relentlessly. She finally settled on fixing her make-up while giving Fluttershy an arch look. "Yes? Is that really all you had to say, darling? Are you implying there's a man in Ponyville who could turn any one of us into a drooling, doll-eyed sex toy for him...? We must be living in different towns, dear, I can assure you our menfolk are quite poor quality! But... Well, I suppose if any one of us would know about something so... base... it would be you, mm? It's not like I haven't seen pleeeenty of rough-looking men leaving your little domicile. Hmm?" She snapped her make-up kit closed and turned to Twilight. "Why don't you just tell us how we're going to get to the bottom of this already, Twilight? Then we can put darling Fluttershy's mind to rest, yes? Hohoho~"

Twilight Sparkle cleared her throat. “Exactly, Rarity. Now, I have a task for each of you... Fluttershy, I want you to get in touch with Discord and ask him if he’s seen anything like this before... Pinkie, do the same with Zecora. Rainbow Dash...”

Fairly quiet up till now, Rainbow Dash's face lit up when she heard her name called out! The young speedster’s head whipped up and she sprang towards Twilight. Of course, everything was a competition with her. This was exactly the sort of chance she needed to prove herself! "I'm on the case, Twilight! What do you need? Want me to tail the guy? Tie him up and drag him back here? Yeah! I'll sock it to 'im for messin' with AJ!"

That was just the kind of girl she was. When you strived to be the best, of course you're going to jump at the opportunity to get involved, especially after sitting on your ass for so long! Today had been really iffy with all that tea party crap and now she was itching to get that lithe, sexy bod of hers moving! It was one she'd cultivated for years while the other girls were sitting around on the couch, why not take the opportunity to show off? She'd been weaponizing herself for years, peeling away ounces of fat and leaving behind the raw, libidinous woman underneath.

The sweat and tears she poured in had molded her into every aspect the archetypal ideal of Pegasus beauty. Mouthwatering tone all the way up didn't come cheap, and she'd worked long and hard to get it. Rainbow Dash's daily routine would be a nightmare to your normal Ponyville gal: it consisted of rising early in the cold mornings, drinking down scum like egg whites and protein shakes till her belly ached, then busting her ass in the gym or on the track for hour after hour to turn it into that firm, well-defined muscle that made her feel so good. Now, quite unlike the other pegasus in the room, who was carrying enough breast ballast for three or four gals her size, Rainbow Dash's flat-chested physique was pure sculpted sex appeal.

It was more than worth it just for when a boy caught her eye: Rainbow Dash could hypnotize a man with those tasty-looking, firm-as-heck abs alone, but when she was in motion, that was when their jaws really dropped. Even the slightest of movements made the outlines of those muscles shift under her skin deliciously, like a living, breathing work of art that you just ached to touch. And when she left 'em in the dust, it was with a wiggle in her step and a chuckle, letting that ass she'd cultivated to perfect firmness sway from side to side. It was like she was teasing, "You wanna touch it, right?" Even if her face hadn't been a 10/10 already with big red eyes, blue lips and a wild, tousled head of multicoloured hair, her body was already a 20.

Needless to say, the beautiful racing pegasi had an ego the size of a mountain, and when you combined it with constantly denying herself the things she craved, Rainbow Dash could be quite the wild gal. She was usually half-crazed with pent-up want. She now knew every good spot around Ponyville to relieve some tension and it was soooo handy for when her workouts were suddenly interrupted by passing males. How many times had a glimpse of a nice face or a hot ass left her squatting down in the dirt, track pants around her ankles, clawing needily at her boiling kitty and whining under her breath? Too many to count~

Most of the time she could keep herself under control by taking it out on the other girls with with bitchy comments or putting on showy displays, but when she dropped in at any of Equestria's big sporting events, meeting other athletes like herself, the nervous and excited hornbag was soon prowling like a tomcat for high-performance sex, thrusting her hands into boy's pants mid-conversation, dragging guys down onto the grass right out in the open and waking up in random beds. She was just gagging for it. A boyfriend would've been just dandy, but training from 6AM to 5PM every day made meeting someone hard. Rainbow Dash was a hot commodity, always in the public eye, and she'd lost count of how many young lad's hearts she'd left shredded on the ground by now. The idea of Applejack falling for the first dick she saw just made her snigger... How could anyone be so uncool? She didn’t have time to slow down like that!

Rarity was thinking about Applejack as well now. The pegasus had another figure that Rarity had every right to be jealous of, but for quite different reasons to Fluttershy... "Well, since our rival went after one beast of burden, maybe he'll target this one next," she thought smugly to herself.

“Actually, Rainbow Dash, it’s nothing quite like that!” laughed Twilight. “You have the most important job of all! While everyone else is split up investigating, I need you to keep an eye on them and make sure everyone is safe! Okay?”

Rainbow froze, mouth open, then immediately pouted! “That’s it? That’s all I get to do? Twilight, you are just... Nnngh!”

“I know it’s not the most glamorous job, but we’re all going to be on our own. I’ll be making a trip to the Royal Canterlot Library later today to look up mind control magic, so I won’t be here to keep you all safe with my magic... Please?”

Rainbow shrugged. “Oh, sure thing, Twilight, I’ll be the best darn lookout ever. Not like I couldn’t do everyone else’s jobs in half the time or nothing...”

“Half the time equals half the care, Rainbow Dash,” teased Rarity, before taking a sip of her tea. “And, ah, what is my role in this matter, my dear Twilight?”

“Right. Those clothes Applejack was wearing didn’t look like anything that had been made in Ponyville. I want you to ask the local dressmakers if anyone’s ordered in lots of things from Manehattan lately and see if you can chase up a lead for us. Think you can handle it?”

“Why of course, dear. Even the most vulgar clothing won’t escape my purview... Althoouugh for a man who had all of us available and went with Applejack, you might be better off sending me to the city dump! Ohoho~”

“Then it’s settled. Girls, let’s save Applejack!”

---

Rarity felt hot and bothered every step of the way home... She couldn't quite place her finger on it, but Applejack's behaviour earlier had left quite an impression on her. She found herself glancing at passing males with newfound interest, wondering what sort of magic a man could work with his cock to make Applejack's little brain pop like a balloon. Her tongue gently came out, licked her lips, then moved back in.

Was it just that Applejack was so incredibly backwards she'd never been with a decent lover before? Rarity considered the possibility: after all, while she was sliding into champagne bubble baths with Manehattan's finest "doing the friendly thing" with good-looking young bucks till the early hours of the morning, that poor, empty-headed little hayseed was working herself to the bone out in the fields... Yes, perhaps that was the thing! Applejack simply hadn't ever been fucked long and hard properly and allowed to really connect with her sexual side... Well, as a liberated young lady herself, Rarity would see to it that Applejack received a five-star sex education that left her insensible with pleasure.

But... In all her wildest dreams, Rarity had never imagined Applejack being as lewd as she had been during the tea party. It was like she'd been listening to a new person talking, like when those ponies around town had converted to that crazy religion a while back. That was it... That was exactly what it reminded Rarity of!

Applejack had been talking as if she were this man's slave.

At this point, Rarity finally arrived home and eagerly unlocked the door, sliding up against the kitchen counter and hiking her dress up to get at the expensive lingerie underneath. She delicately peeled them down and got to touching herself almost right away as she replayed their meeting in her mind... It had been just about too much, listening to Applejack breathily describe her new sex-life and all the rough, naughty sex she was having with her new man. Rarity bit her scarf in frustration and began touching herself faster, kicking off her high heels and beginning to make her way upstairs to that little drawer at the foot of her bed...

As she flopped down on her bed, dress half-on, half-off, Rarity remembered most of all the way Applejack had talked about dragging her master's strong-smelling semen out of him, sucking it down like it was the most delicious thing ever... It made Rarity's lips and throat ache uncomfortably just thinking about it, like that smutty feeling in her mouth when she’d let slip too many filthy words in front of a man. She'd been consciously thinking about her throat as a sex object every step of the way home, and now she was tantalizing herself silly with thoughts about accepting big cocks, stretching out for cocks, having semen stain her tongue and mouth as it flowed into her... She was huffing and puffing as her imagination ran wild! A few minutes more of that was all it took and Rarity's toes curled, her entire body went stiff and then with a great sigh, she flopped limply on the sheets. Her little toy stopped humming.

"I-Incredible..." she panted. She'd meant to get up again and get to work contacting dressmakers right after she'd finished her lewd business, and yet she just lay there in bed, thinking that it normally took ten times as long to get her off. Rarity was confronted by the fact that she was one sick little puppy to be getting off so hard on this. It was obviously Twilight’s fault for mentioning mind control... Losing her autonomy like this... Auuugh, what a filthy thought...

Her whole body, but most of all the hot nub between her thighs, felt like it was on a hair-trigger right now, like she could cum again at a moment's notice thinking about a male she hadn't even ever met. The only thing she did know set her heart to racing: he'd destroyed one of her friends trivially and then worked her back from the ground up to be whatever he wanted. He had to be stopped right away, and she knew this, so why then was she still lazing back on her bed...? Why was she moving her hand back between her legs and humming sensuously as she began to push her toy back inside...?

An explosive cry escaped her lips as she had her second orgasm in as many minutes: "Ayyyn~ It should have been meeee... It should have been meeee-heeee-heeee~"

---

Eventually, Rarity slipped from between that hot den of messed-up sheets to take a shower and head downstairs. She made a cup of tea, then leaned back against the counter in her kitchen and took a deep, calming sip. Her hands had finally stopped shaking and the fire in her libido seemed to be put out, for the time being at least.

"Dressmakers..." she murmured to herself.

The pony had slipped into a tight, button-up work shirt and a pair of panties, both of which were heavily stretched out by her lewd body. The top in particular was under considerable strain, the single button holding her breasts up under so much stress that a window of flesh was visible just underneath. That noble button could pop at a moment's notice, and she found herself toying with it with her free hand. This body was really hers...? It was so unladylike...

"Dressmakers, hmmm~"

The flame she'd worked so hard extinguishing flared up for a moment as she imagined that man popping that errant button clean off and letting her bare breasts spill out into his palms, but she quickly forced it back down.

"Ehhnn... Ahh~ Dress...makers..." she cooed, spreading her legs slightly apart enough that her hip and thigh flesh pinched together tightly, breathing coming slightly faster.

She drew her little black book from between her cleavage and flicked through it as she gulped down the rest of her tea, determined to get to work immediately. After all, she was a true lady, and true ladies never disappointed their friends!

When Rarity snapped the book shut and placed the empty teacup down on the counter, she had a moment of uneasiness she couldn't quite place. Almost like someone was watching her... She looked out the window and saw Ponyville's folk going about their business and allowed herself to relax a little bit. Don't be silly...! Who would spy on me, hmm? Just because this man's a good fuck doesn't mean he can outsmart my dear friend Twilight, after all! She tossed on a pair of pink, strappy high-heels, some tight, white hip-huggers and a jacket and stepped out into the fresh air outside. The fashionista was ready to begin her work.

Over the course of the day, visiting store after store, Rarity could never shake that feeling of being calmly and quietly observed. A few times she thought she momentarily glimpsed a figure among the passing crowds watching her, but whenever she focussed on it, it was gone again. Any other woman, confronted with the feeling of being hunted growing in her heart, might have panicked and run to her friends, but Rarity instead felt more comfortable and placid than ever. This must be my punishment for having such shameless, promiscuous thoughts earlier... My wild imagination had led him right to me, she thought, teasing herself silly. She shuddered and felt that hot flame beginning to reignite inside her heart. He's found me, he's found me, she thought, perhaps not quite fully believing it, but held rapt by the idea. The more she thought about being picked off like a dim little animal by a hunter, the more her smile spread across her face, and she soon found herself teasingly relieving a button or two of her top, letting more of those enormous mounds of soft, bouncy tit-flesh out, her cleavage enough to swallow the length of most men right up! Let him see his prize, mm~?

Whoever this man was, he was no doubt not quite up to par in terms of her status or wealth, and the way he'd treated Applejack was perhaps a bit... lacking... but it wasn't like anyone had to know about this! Yes, any trysts would be their little secret...

Her fantasy, however, was not a safe one she could ease out of at any moment. She was playing a risky game of cat and mouse and the longer it went on, the more likely she was to get caught. Suggestions were already beginning to flow into her mind, taking over her thought processes, and people were beginning to notice. When she left the fourth dressmaker's store, the man she'd spoken to actually commented on how flushed she looked. Rarity's face was bright red, eyes downcast and frowning intently as she plotted how to make Applejack break up with her man. She chewed her thumb as she fervently imagined a world where he only had eyes for Rarity. Her chest was heaving with great pants as her eyes flitted this way and that, wondering where her new friend was spying from this time. Ahh~ This was so exciting she could just burst!

She stepped out into the street, hands full of bags of clothing, and set them down for a moment to adjust her cute little jacket. It felt plastered onto her breasts now.

Rarity looked up and had to immediately stop herself from crying out! Standing on the opposite side of the road from her, among the crowd, was the mystery man who had preoccupied her thoughts all day long: Applejack’s boyfriend. He was looking directly at her, smiling some sort of teasing little smile, like he was privy to a little secret only the two of them knew about. She shifted her paper bags in her hands, a little whimper escaping her throat as her pussy instantly got wet. He was the archetypal tall, dark and handsome, with short, cropped hair and piercing eyes. He was dressed nicely despite the heat, just like her, in pants and a vest and shiny black shoes. He held her gaze until he was sure she’d seen him, then moved away to her left-hand side, vanishing into the crowd.

Rarity stood in place silently, watching him go, her heart pounding in her chest. It was like a revelation, once that made her go weak in the knees. Her eyes rolled back as a sigh like orgasmic bliss escaped her lips, feeling like after being a bad girl for so long, she’d actually been caught. Her sticky hot pussy was throbbing as she stood there, rubbing her thighs together uncomfortably, and she now felt her excitement turning to concern... She was itching for it after such a sudden, breathtaking event, knowing that not only was Applejack’s man a total stud, but that he knew all about Rarity. He’d been been following her all day. She’d been driven to fever pitch as she’d stirred in all her lewd thoughts caused by Applejack's sluttiness, but now Rarity couldn’t take another step. That flame she'd agonizingly put out just a few hours ago was burning brighter than ever, the hot sensation between her legs urging her to find somewhere safe and quiet to rub her pussy. It had to be right now, it had to be somewhere close. She couldn’t wait another second!

It wasn't long before the perverse pony spotted just the right place to relieve her tension! Behind the dressmaker's store, in a seedy back alley nobody was likely to go down, there was a small stone garden planter with some hedges growing out of it... If she parked her perky rear on the edge, she'd have her back to the main street, completely concealed aside from her head poking out above the bushes. Well... Maybe the top of her chest as well, but only if she were to lean back while getting reeeaaally into it. But she was a dignified lady, she could surely stifle herself.

Rarity stood stiffly with her back to the planter for a long moment, trying to calm down with some deep breaths. She struggled with what she was doing internally, hoping for any remaining vestiges of decency that could dissuade her from this lewd undertaking to show itself, but finding none. She quickly unzipped her pants and pushed them down to her knees, touching flesh to the cool stone, gasping at how overly sensitive she felt right now.

Rarity spread her legs, one hanging down limply, the other raising her knee almost up to the top of the bush-line. There was a cute little click as she braced her high heel on the stone surface of the planter to her right, allowing her to finally release some of the ache by easing her thick thighs all the way apart. Her pants slid all the way down to her ankles, hanging off her feet. Rarity's cute, pale pussy felt all swollen and red, plump mound forming a nice little bump in her easy-on, easy-off thong.

She roamed her hands over her chest, squeezing her breasts through two layers of clothing... She felt like a prisoner in that stuffy outfit right now, especially with the heavy jacket pinning her bust down! As much as Rarity wanted to get to work toying with her kitty, she undid the buttons and slipped it off, dropping that oh-so-expensive piece of clothing right in the bushes without a care! Gotta touch touch touch, no time to worry about clothes! Pop-pop-pop went the buttons on her shirt as they went spilling in every direction, the tightly constrained garment now allowed to flop limply onto her breasts, looking more like a towel hanging off those big orbs than the designer business-wear it had once been.

Every brush of the fabric on her super-sensitive body made Rarity stick her tongue out as she let out saucy little pants and gasps. Finally, she couldn’t take it any longer and the unicorn attacked her own body, digging one hand, fingernails and all, right into the creamy flesh of her hot tit, while the other forced its way into her thong, pinky and forefinger sticking out in the cool air. Her middle fingers pawed at her needy sex-hole, dragging the fabric down and making the waistband bite into the plentiful flesh around her hips. She went slowly at first, but after a timid glance over her shoulder at the people passing by in the street just ten feet away to confirm none of them were looking her way she doubled the pace, frantically toying with Spike's favourite gemstone. Rarity’s fingers fluttered up and down as her heart sank.

This is unbelievable... I’ve become a girl who can’t stop touching her pussy... I’m in heat! Rarity, talk of Manehatten, is acting like a common earth pony! That, nnnph, that bad man made me so horny I can’t stand it! Maybe when Twilight mentioned mind control... Am I... Am I being controlled right now? Even if she was, there was no way for her to tell beyond the niggling sensation in the back of the curvalicious gal’s head.

Rarity froze in fear as she considered the idea, a little whimper escaping her mouth. Even as she did, her fingers began to move faster, the feeling of absolute powerlessness an incredible aphrodisiac. That cheeky little... How dare he... How dare he do this to meeeee~

Rarity leaned all the way back and closed her eyes, picturing that man's face in her head again. Normally, it could take forever to let loose just from touching like this, but it was 99% mental with her... Having his face so vividly pictured was enough to make the cutie pony gal see stars in just a little under two minutes! She stifled a cry, but a tiny squeak still escaped her loose, slutty lips as she raised both her legs, grinning like an idiot. She tightened the muscles all the way down her thighs and calves, her plush, womanly legs trembling in the air as she came; then suddenly went all limp and floppy all at once. She’d curled her toes so hard her high heels had slipped off with a clatter, leaving the pony’s bare feet to twitch lewdly in the cool grass. The beautiful fashionista’s tongue hung out like a dog's, and she didn't have the strength to suck it back in, so she just sat back and inhaled the mixed scents of the sweat and sex smells of a vulgar, undisciplined woman.

She looked at what she’d done to herself in her lust... Her jacket was laying in the bushes. Her shirt was ruined, all the buttons popped off and now looking more like a pair of curtains on her huge udders... Her heels had fallen into the mud and she had stray twigs stuck in her hair where she’d pushed it back into the bushes... But worst of all was the garment that had been once been a nice, cute thong that hugged her cute pussy... It was completely filthy and it smelled like sex inside and out. She was mortified at what a sweaty, grunting pig she’d been transformed into! Oh, I’m so filthy... I’m so... wretched... she thought inwardly, wriggling her toes in pleasure.

She could’ve sat there for a good, long while, but Rarity didn’t have time to rest on her laurels! In fact, the sound of a throat being cleared just in front of her startled the pony! Standing straight ahead was perhaps the last person she’d wanted to see in her vulnerable state, none other than the impish man from just a little while ago. Rarity’s heart stopped for a moment as she stared back at him, crossing and uncrossing her shaky legs... He inclined his head to her, then turned away, walking around the corner.

She refused to let him just walk away that easily! On shaky legs that could topple at any moment, she moved from where she’d been sitting in nothing but her panties, white anklesocks and what remained of her shirt and bra, taking off after him. But when she rounded the corner, she froze in place, a little whimper escaping her soft purple lips as she saw there was no-one there. At that moment, Rarity’s self-control finally snapped. It was too much...! She placed her hands on the brick wall that formed the rear of the dressmaker’s shop and let a little sob of anguish escape her mouth, hanging her head. He was violating her mind. He was playing so many tricks on her, leaving her so horny she couldn’t even think any more. In desperation, Rarity tried to think of anything she could do to calm herself down, but nothing was working... Rubbing her pussy till it was red and raw should have been enough to help her calm down, but her lust just kept building up until she could hardly stand it, letting out a low ragged breath like a wild beast. The only thing that would calm this curvy gal down was a sticky load inside her womb.

Just as she was in tears from horniness, the elegant beauty suddenly felt a pressure on her body from behind, something firm prodding against her butt as slender hands gripped her wrist. “Ahiiiii....?! What is... What is....!?” she hissed, breath catching in her throat as she turned to look back, seeing that man was standing right behind her. He was holding onto her firmly, pressing into her butt from behind and Rarity couldn’t help it when her tongue escaped her mouth and lashed along the side of her face. She could feel his cock! She couldn’t control her shameless lower body any, swinging her hips in big corkscrews, making that tasty hot rod prod against her butt from every angle. Just like Applejack before her, Rarity was acting like a mutt in heat.

“Hello, Rarity...” he cooed in her ear, her head turning up slightly as he spoke. It was exactly the kind of voice she’d imagined he’d have, silky, but with a strong undertone of command.
“I hope I didn’t cause you too much trouble today, mm?”

The unicorn looked back at him, relaxing back into his chest slightly, like all the tension she’d been feeling had suddenly evaporated. “Noooo~”

He released her wrist and began gently stroking her hair while she squirmed under him. “That’s good. But doing all this work to find me is a little backwards... I’ll come if you call me, you know~?”

Rarity shuddered. “You, mm, you made Applejack into a... into a perverted woman. She doesn’t have a single thought left in her head that isn’t about you and...” Her mouth peeled apart like a pussy as she released that dirty word into the air, “... Your fat cock...” She paused for breath, resting a hand on her massive chest. “You want to make us all like that. You want to make us whine for it... Uuuuu~”.

Her hand slip up the side of her curvaceous body and gently touched the side of his face as he smiled. “Maaaaaaybe,” he cooed in her ear, directly sending more electric jolts of pleasure to the womanly spot nestled between her thick thighs. She let out a sigh of relief again.

“You poor man...” she cooed right back at him, turning slowly to face him, one hand toying with the buttons of his jacket, undoing them. “You must just be ever so pent-up to be doing this to us poor ponies...! While your crime is certainly, ah, unforgivable, I must also blame myself for my negligence towards you.” She cupped his groin with an insistent touch, leaning closer and planting a soft kiss on his cheek.

“Applejack was alright, but... Well, you said it pretty well yourself,” he agreed... “Maybe I did pick the wrong girl to start with, mm?”..

“Getting silly little Applejack to do a real woman’s job, honestly~ No wonder you needed a second helping...” Rarity opened her mouth, sticking her tongue out, and let him peer down her throat for a moment, the vision of loveliness doing wonders for his cock. “How about using my mouth to release your load, mm? Would that make you feel better?”

He glanced around the back alley, the hubbub of Ponyville’s main street barely ten feet away from where they were currently standing. “Mm? Right here...? With you~? I could go try Fluttershy or Rainbow Dash or...”

“Please, please, please please please...!” she whined, clutching his jacket tightly between her fingers, inhaling as much of his scent as she could, just a total junkie.

“I could! But don’t think I’m gonna make it easy... You going to take her place? Be just as much of a slave as she was? It takes a lot to calm me down, but maybe if you’re as good as you say, I won’t even need her any more! Heheheh. If you’re serious about it, you’ll be a filthy, trashy girl, and you’ll wear whatever I say, no matter how vulgar. I want my very own Slave Rarity.”

She was more distressed at the idea of him having control over her wardrobe than what happened to Applejack. Being in a harem with her friend and having someone else to share the load with hardly seemed like a problem to Rarity at all, especially if she was this cock-addled after only having been around him for a few minutes! “Ahhh~! But my... my fabulosity...” She toyed with his jacket buttons, pouting. “Hmph! Just be gentle with my wardrobe, mister... It’s very sensitive...! Please~?”

“Mm. Alright,” he said, unzipping his pants even as she sank to her knees in front of him, lying to the side slightly so she could plant both hands on the ground. She gave a cute little gasp when he let that thing he’d taken to sticking into Applejack as much as he wanted out, kicking her legs out, wriggling her toes. “That thing...? Oh my, you’ve been spoiling Applejack rotten!”

Her eyes puffed up, the pupils turning into big gooey love-hearts as she stared up at his member from her position of submission on the ground. The ache in her mouth to suck his cock was so real right then. Time to get to work!

She ran her hands across her body, showcasing her absurdly fertile-looking hips and hefty, mouthwatering rack, blowing him a kiss that was aimed right for his shaft. "Well, darling, it’s not every stallion that walks into Ponyville lugs something this, ahhh... opulent... along with him! It’s quite beyond the standard sample size, but, mmmmn, I’ll be happy to be the first one to give it a proper welcome..." She sank to her knees as she pressed up close to him, curvaceous body sliding down against his until she was at eye-level with it.

It hovered before her, bouncing gently in time with his breathing. It was so loooong, so fat and strong and so very juicy-looking, Rarity could hardly restrain herself any longer. She gently gripped that fat shaft, giving it an introductory stroke. Her mouth flopped helplessly open, tongue unrolling from between her pink, juicy lips, slavish salivating setting in immediately, before slowly moving her lips forwards to give it a playful kiss. She pressed a finger against the surface of one of her breasts.

“Watch out for the girls while we’re playing, you big naughty boy... But, if that big cock does happen to accidentally end up between these while I'm working on it...Well, I can hardly blame you, now can I~? " she winked, bouncing her rack and giving him a needy look. This once-proud girl was simpering for a taste of her new master's penis. Before she touched it with her lips, she made sure to slide him between her amazing breasts, pumping them together as best she could, tit-flesh spilling from between her fingers.

"Now, mm, before I begin..." she continued, stroking him absentmindedly as she wiped a bit of excess saliva from the tip, "Please keep in mind I've never attempted anything this big before!” Where large-membered men like him were concerned, Rarity had perfect manners.

“Ahhh, it st~inks...” She curled her nose playfully, looking up at him as she bounced her forehead against his pole in time with her giggling little teases. “It stinks, it stinks, it stiiiiinks~

Rarity brought her cheek up alongside the shaft, leaving a slimy trail of precum up her pretty face. “Is this really the thing you’re going to rape my iddy-biddy mouth with, mm...? My heart... Mmneeheehee... My heart is racing~" She cupped a hand under him to catch any precum, as vain as that effort would be, before she lowered herself upon his strong cock, sealing her mouth around him. She kept as quiet as possible, masking her obvious discomfort as she tried to gulp him down, pausing every so often. It probably didn't help that she insisted on stroking the base of it the entire time in a rather frenzied rhythm, encouraging him to thrust his hips a little more and perhaps help her, precum and spit spilling from her hand and onto the surface of her cleavage, ruining what remained of her once beautiful outfit.

She couldn't go too deep at first, but this was just the warmup. For the first few seconds, her tongue would swish wildly across the tip, lips suckling on it as her tits massaged the length. She intended to tease him for the first few seconds before getting it all down with a gulp...but that was easier said than done! Rubbing him with her breasts felt so good it was hard to stop, and she was trying her best to muster up the willpower. She finally popped it free of her lips, changed her angle, then went back down on it, her lips gradually sliding further and further down the shaft... But she had done it! Her pink, pouty lips were nearly at the base, her throat stretched as she gave a triumphant thumbs up. As pretty and serene as she tried to look, she still spluttered occasionally, suckling away as hard as she could, her hands gently cupping the man's balls as she massaged him, tongue swirling and hitting every sensitive little spot it possibly could! She had her lips wrapped around him so tightly that it was almost impossible to make her let go, cheeks looking like they were stuffed full!

He began thrusting, and a deep sigh of pleasure went through her entire body as he began to use her body for his own pleasure. He pushed inch after inch of his hot penis into her face, forcing her wet mouth open wider, her throat wrenched open to fit him, cramming her full of that heart-stopping cock. There was no gentleness or concern for her safety... He bottomed-out his cock in that sleazebag gal’s throat, making her convulse and spasm as his hips pinned her head to the wall. The heap of barely-conscious curves twitched under his rough thrusts, a steady torrent of saliva and sticky precum running down her tits as she used her. Her lips moved back and forth over every inch of his shaft, throat gulping again and again as she tried to gasp for air, vision blurring. Even with tears pouring down her cheeks, streaking her mascara, she focussed on keeping her head as straight as possible for him to thrust into, giving in. Her submissive, empty little head couldn't focus on so much stimulation now! Her every thought was revolving around the sensation in her lips, her cheeks sinking in as she applied as much greedy suction to his shaft as she possibly could.

His seed... His seed was infesting her brain! This man's sperm clung to her in such a dominant fashion, paralyzing her with the reeking fumes that travelled up her nose and stuck to her mind, clamping down on it and seizing up its higher functions. Her entire body trembled as her tongue slipped wetly from her pretty little mouth and swirled in a circle, collecting up the first of many, many mouthfuls, sucking back inside between her soaking wet lips with a pervy pop, followed by a loud and noisy gulp.

It didn't take long for him to cum! She was just so precious, even more obedient and perfect than Applejack before her, and she made his churning balls want to give her everything they had! Rarity earned every drop of cum she sucked out of that cock, her cheeks bulging out with the weight of the sperm being unloaded into her, and as desperately as she wanted to drink it all down, she couldn't keep up! Before long it had spilled out of her mouth, dripping down her chin as she released him with a pop, letting him drench her pretty little face as she at last had an opportunity to catch her breath. Finally the gal seemed able to move again, her hands rising to her face, trembling all the way as she was truly in gokkun heaven! She scooped up heavy handfuls of semen, immediately sucking his potent load off her fingers, pushing her lips into her cupped hands and making the most obscene slurping sounds as she sucked it allll up with sexy little gulps. Rarity just kept on drinking until every drop was gone, the strong, manly taste driving her silly... Then she leaned forward to give his shaft soft licks, wanting to show him just how very grateful she was.

Rarity climbed unsteadily to her feet, feeling satisfied... She stuck her tongue out and winked at him, echoing her own thoughts in saying, “Well, I hope that was enough to help you calm down... For the, ah, time being, at least~”

As she was about to find out, however, he wasn’t even close to finished with her... He glanced towards the bushes where Rarity had been touching herself earlier, the busy streets of Ponyville on the other side, knowing that was exactly where he wanted to take her next. He pushed Rarity towards the planter, both her hands coming down on the thick bushes. By keeping her head down, she could stay mostly out of sight, but with her fingertips hanging all the way over the edge into the street, they were just barely visible to the passing ponies.

“D-Darling!” she began, but he was already gripping her thick hips from behind, pulling her thong down her hips.

She trembled in joy as the man just took her right then and there, already bringing out the slave in her, just like all ponies would before such a strong male presence. It made her hot to feel that strong bulge grind right against her thong, more than twice as good as having other guy's bare dicks or her toys rubbing against her naked pussy. She couldn't begin to imagine how good it would feel if she could get it directly inside.

He slapped her ass, making it jiggle, and Rarity moaned as her long purple hair spilling down around her shoulders. "What a disgraceful woman... Everyone's gonna hear you, you know?" he teased, lowering his lips to hers. He kissed her wet mouth hungrily, sucking her tongue out of her and leaving sticky wet kisses all over it.

He pulled her closer, hands on her ass moving up to her thong and sliding it down, exposing her highly-prized lower body, along with her already-dripping pussy. His shaft came nice and close to her boiling hot cock-hole and Rarity immediately waggled her huge hips from side to side, looking back at him frantically as she huffed, "Gimme gimme gimme gimme gimme!"

Most guys should be happy with that, but his response was to raise one of his hands to her fleshy bottom, giving her buttcheek a commanding, resonating spank that left a bright red handprint and made her whine some more! When she’d simmered down, he reached between her legs with that free hand and pinned her pussy lip to her thigh, revealing the pink spot he was gonna fuck. Her tight eager pussy was positioned over that incredible dick. "Mmm, ohhhh god...!"

She did all the work of getting him inside, he made her. She moved her hips, fishing around blindly until her pussy touched the tip of his dick, at which point she let out a girlish howl of relief that only one man in all of Equestria would ever be lucky enough to hear. Up until now, males had been idle playthings for Rarity, foils like Spike, but now she was the captive, the little sycophant itching for a hint of praise. Rarity, a queen in everything but name, let out an appreciative hiss as she began to slide her pussy inch by inch down his shaft, her queen-like poochy pussy, so nice and plump, making lovely wet sounds as he rammed into her soft, soothing flesh.

She moaned out obscenely as she felt that big dick start to claim her body with full-length thrusts. He drove up into her again and again... The strong male huffed as he set himself to the task of using her thoroughly... Her slutty lower body felt like it was on fire! This wasn't the kind of stimulation she was used to at all! She loved every moment of it, making her squirm against him as she looked for more pleasure: she couldn't believe that such an amazing cock even existed! "Eeeeee~ Oooh, you bad boy, why... why is your cock so... so...!!" She broke into a mind-breaking climax in twenty seconds, her pussy squeezing in waves, trying to tug out his load. “Eehh~! Punish me! Punish meeee! Make me filthy...!” She was completely overwhelmed as that dick stained her insides, driving her to orgasm over and over again.

He came with a hiss, delivering the same piping-hot mess of extra potent batter he'd poured into her her throat up inside her heat-wracked pussy, filling her to the brim, before rolling her over and seating her butt on the planter. Her back was supported by the bushes she’d leaned on earlier as he dove back into her again.

Her chest was heaving, still covered by her bra and after a few minutes of thrusting into her squelching, hot pussy, they both worked to yank it off, revealing her dark, pink nipples. He pawed at her fat breasts selfishly, wanting to fully enjoy every inch of his curvy plaything's perfect body. She locked her legs and arms around him, holding him in a searing kiss as she coaxed another load of semen out of him. No matter how much she came, her pussy never stopped trying to squeeze his cum out and she never stopped lifting her hips to meet his down-strokes.

When she felt him get close to cumming, she tightened her grip around him, forcing him let her enjoy the feeling of his cum pouring out of that thick, hard penis, whispering filthy words into his ear with every thrust, coaxing him to mess up her rich gal pussy, loving the sheer scandal of being ravished by a common ruffian. She closed one eye and stuck her tongue out as she rode out her last orgasm. His sperm ran down her huge, thick butt, splattering onto the ground between them and making a mess.

He squeezed her plush breast, trapping her nipple between two fingers, even as he drew his cock out of her pussy, sex organs still connected by a trail of sperm that ran from her bare womb to somewhere deep in his nuts. Both her hands to plastered to her own huge breasts as she looked up at him with a mixture of awe and confusion. Her pussy was a mess, pink folds slathered in plenty of semen and still disgorging huge, unladylike loads of goop. “Mm, well,” he said calmly, ”I suppose we should get you home.”

“Th... Thank you for using me...”

---

Just a few days ago, these two girls had been some Ponyville's youngest and bright stars. Upstanding, dedicated and hardworking young ladies, but just look at them now... He'd broken them in soundly, trained their pussies until they were little more than quivering meat and now they did whatever he wanted. They now understood their place, they constantly wanted and needed that dick and they had forgotten all about their old lives. Now they were focused on serving their master, dressing how he liked and being obedient bitches. They smiled up at their master and giggled obscenely, breasts bouncing as they did so.

He could have given Rarity and Applejack any order at all right now and they would have come up with addle-brained logic to obey, but it wasn’t just that they followed orders... In fact, they anticipated his desires before he even knew what they were.

Both of their big, fleshy bodies were trapped in tight bikinis, a purple one for Rarity and a green one for Applejack, while collars were sealed tightly around their necks, connected to a leash. He yanked them now, making Applejack and Rarity tumble to his feet in a horny, giggling messy pile of female flesh. Both of the girls purred pleasantly as they climbed up his pants leg to where he was sitting with his cock out, faces falling into that stiff pole wantonly. He brought that potent shaft down on their faces and they both immediately began lapping submissively at it, their pussies freely flowing as they stared up at their master in admiration. It was like this most days: both girls often came into the room and settled at his feet to unzip him before they’d so much as said hello.

They were passing his cock liberally back and forth between their warm mouths when Rarity finally broke the silence..

"Master..." said Rarity, in-between slurping messily on his nuts and locking tongues with Applejack like a born lesbian, "I've been putting a laa~aarge amount of thought into what you said about a new wardrobe..." She reached into her purse, barely breaking stride, and shoved a wad of design papers under his nose, encouraging him to sift through them while the two ponies busily continued their work. The first one in particular caught his eye: a jean-short bikini top combo on tottering high heels, where the drawing depicted the female luridly leaning over, winking back at the viewer. She even had Rarity's hairstyle, as if the pony couldn't have made it any more obvious. Others had girls reaching behind them to squeeze men’s crotches, squatting with their legs spread, all manner of filth! As he looked through the sheets of paper, occasionally stroking their hair, one thing stood out to him in particular, however: "There's so many outfits... Are these really all for you and Applejack?"

"Heavens, dear, don't be silly... That one's for Twilight... And that marvelous little number there is for Rainbow Dash... I might even have a whole new clothing line for every girl in Ponyville, hmhmhm! After seeing the way you’ve treated Applejack here and myself, I think we both know I won’t be satisfied until you’ve improved all of our dear, sweet friends as well, mm?" Applejack took advantage of Rarity's blabbering to form a tight seal around the head of his cock with her lips, swirling her tongue around the head. He suddenly erupted into the orange-haired cutie's mouth and Rarity's head immediately whipped back, diving back to his crotch for a few hopeful tastes of dickmilk. For the next few moments, her designs were entirely forgotten, all she could think about was cock.

He sat back in the afterglow and flipped through the images, then glanced at Applejack and Rarity, obediently smiling up at him... Well! Who to target next?

Fluttershy

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"My word, this gentleman's sexual appetite..." thought Rarity to herself, even as her shoulders stiffened and her throat tightened as she swallowed another large load of semen, "It is simply... unreasonable! If only all men were lucky enough to have a dear, sweet girl like me around to pump all their seed out of their balls so very, very diligently...? But, eheheh, I suppose not many men produce quite so much! Well, don't worry dear, mommy is here for you~"

Even as the unicorn smugly thought about how she was best suited girl for this extremely important job, she busied herself with the load of his strong-smelling semen flowing down her throat and into her belly. She swallowed it all, even as her tongue drew sloppy circles around the fat head of her master's penis. Even if he was treating her much too roughly, throating his penis made her pussy tingle in a way that only serving a real master could.

He finally eased up on his thrusting, giving her poor, aching throat a chance to recover. Rarity relaxed onto her haunches and let out a polite, sperm-scented belch, before turning up to look at him.

"My throat..." she thought to herself. "Ahh, he pounded the genteel throat of a lady so violently... It's one thing to use Applejack's face like a m-mouth-pussy, but to treat a proper, dignified pony like myself the same, well...! I simply must teach him an oral technique that befits such a fine gentleman as himself...!" While she was considering the appropriate words for a lecture, the man took a seat..., the man himself took a seat in her favourite chair and coaxed her closer.

She should tell him off for leaving her drooling his cum onto her bosom like some common strumpet! But then she met his eyes and her irritation seemed so insignificant compared to the appreciative, warm smile he was flashing down at her! Rarity's eyes rolled back in pleasure, her scowl turning into one of the brightest smiles of her life.

Just catching the the glimpse of a smile on her master's face would have been enough for her, but when he reached out and ran his fingers through her hair and whispered, "Well done, Rarity..." she experienced a profound satisfaction and a sense of place that orgasms simply couldn’t compare to! She knew she belonged here at his feet, as Master's personal attendant. Soon she couldn't even remember what she'd been so angry about in the first place!

She was soon back to work, enthusiastically cleaning that delicious, thick spunk off his shaft and balls, while holding his cock up daintily with her thumb and forefinger. She had to take care of the master, after all! Even now, Applejack was laying in bed upstairs, rubbing a sore, bloated stomach: the result of their master continually pumping his wonderful sperm into the overwhelmed filly for the last three days now. The poor dear was so worn out that Rarity had decided she needed a little break but now she was having trouble managing his very healthy libido by herself.

Naturally, her thoughts drifted to the other girls; if only they were here to lend the power of friendship in her moment of need! She wondered who would fit with her between her master's thighs...? Surely not Fluttershy! Those immense, fat breasts of the pegasi's, coupled with Rarity's own udder-like bosom would probably hurt his thighs trying to fit both of them in! No, surely the only way that could work is if they were both on top of him.... As she took the hardening tip of master's penis back inside her mouth to "polish" him one more time, beginning her next slavish fellatio, she wondered what Fluttershy was doing right now...

---

While Rarity was working oh so very hard to finish her extremely important task, her good friend Fluttershy was taking a peaceful nap in the woods. She'd been unable to get in touch with Discord and had spent the rest of the day admiring a beautiful pink-flowered cherry tree, before falling asleep under its shady bough.

Today, the mammoth-breasted beauty had gone out in her most casual clothes, a pair of skinny jeans, an incredibly tiny t-shirt that was straining to keep her curves contained, no bra and a grey mini-hoodie that barely even stretched over those mounds. She wore cute blue and black sneakers. Even with a totally bare midriff the clothes still covered more skin than most of her regular outfits, and she currently had the hood pulled up, her hands cupped to her chest, holding her favourite pet Angel Bunny up against the largest, softest rack in all of Ponyville. The way her girls were pancaked against her chest made them look made them look heavy, and strained, as if they were one careless, indulgent squeeze from erupting with hot milk.

She wasn't planning on doing anything of the sort, however! Fluttershy might be guilty of having fantasies so vivid and so perverted they put even Twilight's filthy imaginings to shame, but she was no sex-starved schoolfilly! Her generous curves ached for the touch of a man, and by Celestia, did she want it, but she continued to rebuff the advances of Ponyville's drooling bachelors. Her body wanted, but she wanted more to remain a virgin for her future husband. She wanted to be his one and only, and oh, once she found him, what a lucky man he would be!" He'd be spoilt rotten by the fertile-figured pony! Every night she’d drag him between her generous, thick thighs and ride him to exhaustion. She'd introduce him to worlds of pleasure other men could only dream about. She couldn't imagine giving the one she loved anything less!

Stirred by her lusty daydreaming, Angel Bunny awakened as Fluttershy let out a lusty groan. She chewed her lip as her hips thrust in the air rhythmically, tossing the little bunny rabbit clean off of her and onto the grass. She flopped back down in time for him to roll over and sit up, staring at her indignantly! He was just about to scold the girl for tossing around when she much when she unexpectedly cried out!

"Iyhhhhiiiii," she howled, lips peeling wetly apart, tongue slithering back and forth across them. Whatever she was dreaming about, it must be filthy...

Since she’d seen the changes Applejack had gone through, Fluttershy's imagination had been quite a busy place! She would never admit it to the others, but she was almost in heat thinking about what Applejack had turned into. A girl like Fluttershy who desperately craved to be the obedient and well-trained pet. Nothing inspired jealousy like watching Applejack be truly satisfied, watching her become a wanton little pony who diligently obeyed her master... Fluttershy imagined the broad smiles Applejack must leave on his face, the same kind of smile she longed to put on her future husband one day as well!

Her toes curled as her imagination wandered in her sleep to a warm, familiar fantasy A pleasant little domestic scenario. She was clad in the only thing a good little domesticated housewife should wear: an incredibly tight, white apron that strained to hold in her immense curves, her billowing breasts and birthing hips bulging freely out like it was no big deal. She'd rush up to her husband as he came home and plant both hands on his chest, showering him in kisses, asking him how his day had been before sticking her tongue in his ear...

From the moment he arrived home to the moment he went to sleep curled up in her arms, she'd be there by his side, a docile and obedient woman who lived for his pleasure. There wasn't anything in the world she craved more!

Her sleeping mind drifted to a daily routine of carefully preparing a home-cooked dinner, one of his favourites, bathing with him and washing his back, taking his cock in her mouth and not letting him up until he'd released in her mouth... And then maybe once he was relaxing in bed with a book, she'd sashay into the room, wide hips swinging and crawl onto the bed, tugging the reading material from his hands with a little giggle. "Oh, isn't my sweetie just soooo super-smart~? Why don't you take a break from that and flip my pages instead...?"

She twitched in her sleep, her pussy flooding as she imagined him taking her oh so roughly, throwing her down on the bed and tearing her panties right off of her body. He'd hold her by the waist as he poised his thick cock over her, both her holes slippery and ready for the man she called husband. He could take either, he'd slipped a ring on her finger, so he could have anything he wanted... She'd guide him in, bit by bit, until the quivering tip was inches from her soaking pussy and then... And then...

"Fluttershy, darling... What are you doing sleeping out here in the open, hmmm?"

Fluttershy's eyes snapped open as she was dragged back to wakefulness, her long eyelashes fluttering as she looked up at the woman standing over her.

Rarity looked... good, was her first thought, as she looked up at the unicorn standing over her. Her hair was done up in a new, teasing style, she was wearing some new, shiny earrings that highlighted her face and her lipstick... In fact, Rarity's lips seemed to positively glow now, her mouth having a definitely pussy-ish quality to it the way it puckered and quivered around her lewdly flopping, eel-like tongue. That newly-minted sex orifice just looked so slippery and tight!

Fluttershy yawned and sat up, taking in Rarity's new look as the other girl stooped over her. "Wow Rarity... You look amazing...!"

Her curves were packed into an outfit the old Rarity would never even have considered. Her chest was packed into a sleazy white uniform blouse that combined professionalism with an urgent need to bob her head in her bosses' lap. It made a nice C-shape of her fat rack and an ever better V of her cleavage, soft, wobbling breasts almost spilling out. The whole thing looked like it was only held up up by hanging off her perky nipples right now.

The blouse was combined with a very brief skirt so short a tantalizing amount of grade-A rump was peeking out in the rear and below Fluttershy was shocked to see, something she had never imagined Rarity wearing! Actual fishnet stockings, the netting so small you might not notice it unless you looked closely, hooked to a garter, ending in a strappy pair of platform booties that added four or five inches to the girl's height. Obscene! It was positively obscene, and Fluttershy couldn't help but turn a deep shade of red as she drank it in.

She had them clicked tightly together right now, but she certainly didn't seem to be tottering on them. If anything, Rarity was moving like they were a natural extension of her body. She was currently holding a clipboard to her ample chest as she peered down at Fluttershy.

In short, it was the kind of clothing porn that Fluttershy had never even dreamed of, and that naughty dress-up outfit had her just as aroused as her own fantasies had a moment ago. "W-Wooow~ Rarity..." she said again, dumbfounded by how utterly naughty the other girl looked. She couldn't stop herself from praising the other girl, but while she said, "You look wonderful." what she meant was, "You look like a cheap streetwalker. And... And it’s so very, very nice~"

Rarity primped her hair and purred under Fluttershy's compliment. She didn't just look good, she felt good, amazing even, and any reservations she might have had about becoming her master's pet had long since faded.

"Thank you, darling... You know I always take great care with my personal appearance!" she cooed, kneeling down and taking Fluttershy's hand to help the other girl to her feet. Those heaving great fluttertits gave a solid bounce as she got up, lifting up only to sink down with a nice, audible plap, settling back into their usual shirt-distending pale greatness.

"Let's spend less time talking about how I look, however, and more time focusing on how YOU look, mm? I've had a simply smashing idea on how to catch this gentleman who corrupted our dear, sweet Applejack and I need your help pulling it off!" She took Fluttershy's hands in her own and cooed, "Oh, you will help me, won't you dear?"

Fluttershy flushed and looked at the friend she considered a sister. Of all her friends, Rarity had always been her dearest, and in any other situation, she would have agreed instantly. Applejack's smiling face flashed in her mind and she was forced to gently withdraw her hands from Rarity's grasp. Even a lamb could become a lion when her friends were involved, as they'd discovered together plenty of times in the past. "I don't know, Rarity... Twilight, um, gave us all our jobs to do...!"

"Yes, I know, darling, I know... Twilight told me to pursue loose ends at the clothing stores, but I haven't found anything! And you were told to go find Discord, but, well, I don't see Discord anywhere around here, do you...?” She gave a coy look. “Now look, Twilight won't be back for a few more days and who knows what might happen between now and then. Just look at the way he used up our poor Applejack. Mm? Mm? Do you remember? Do you? We simply must consider the threat this male and his, auhm, invasive ways pose to Ponyville’s fair womenfolk, don’t you think? "

Fluttershy frowned, giving Rarity a dead-eyed look. Of course she remembered! How could she forget? "Rarity, I -"

"AND THAT'S WHY I've decided that we need to lure this ravenous beast into a trap! I have just the thing!” She spread her arms in a grandious gesture. “A fashion show! Once he sees you, and some of Ponyville's other fine young fillies parading around on stage, he simply won't be able to restrain himself! You'll cut such a fine figure he'll drop his pants right then and there and begin clawing his way onto the stage! Now, ahahaha, normally I would never participate in something so crude, but there is a certain class of man that won't stop at just one notch on his bed, after all!

As she said it, the unicorn was distinctly reminded of that particular aspect of his appetite as she recalled the sticky sensation of some of that man's freshly-dumped semen oozing out of her. She squeezed her thighs together, not quite ready to part with her prize juuust yet. She liked how squishy and wet it felt inside.

"Well, at the very least, why don't you come back to my place, dear, and I'll show you some of the outfits I have in mind for the task? Pretty pretty please...?"

Fluttershy rubbed her arm nervously. Would it really work? "Um, oh... I don't know, Rarity. It sounds a little, um, d-dangerous.” She glanced away. “Maybe we'd better just wait for Twilight to— meep!"

She'd stopped speaking as Rarity gave her a wounded look, one tinged with disbelief, as if the heartbroken fashionista could hardly believe what she was hearing! It was a look she'd used many times before on Ponyville's menfolk, often in response to such statements as, "I can't afford that," or "Isn't three dresses enough?", and the manipulative little vixen had honed it to razor-sharp perfection. It was usually reserved for half-cocked boys who desperately wanted to see the inside of her panties, but Rarity was repurposing it today.

She laid a hand delicately on Fluttershy's shoulder, trailing along the curve of her neck as she moved behind the other girl, before pressing herself against the shy girl from behind. Rarity's body was so warm and soft, Flutter couldn't help but relax at her touch, letting a breath out she hadn't realized she was holding up until now. The dressmaker's touch was so soothing, at that moment Fluttershy couldn't help but compare herself to one of the many dresses the other pony gently and carefully removed the blemishes from until they obeyed her every whim.

Fluttershy watched quietly as Rarity's slender arms rose up around her midsection, looming up under her full breasts and began to gently, teasingly rub her chest with both her forefingers. She leaned into Fluttershy, resting her head on the pegasi's shoulder, pouting as hard as she could! "You don't understand, dear... I need this big, plump body of yours... You just don't realize how uniquely suited to this task you are with these large breasts and those hourglass hips... Just perfect for bearing a man a positively charming litter of children! How could he resist, mmm?"

"But..."

"You'll look simply delightful in them. A bridal dream come true!"

"Wait..."

"I made these outfits specially just for you to wear them, you know... They're simply worthless without!"

"Rarity, I..."

"I simply must have your opinion on eeeeeverything, darling!"

"I just..."

"So many late nights to get them ready for today! So many chipped fingernails...!"

Fluttershy sagged heavily. "I'll do it..."

Rarity pumped her fist where Fluttershy couldn't see. Yessss.

---

Fluttershy liked to think she'd come a long way from the timid little scardey-cat that had first met Twilight all those years ago. She used to keep to herself, and always had an excuse at the ready to turn away invitations to public social gatherings. But the many lessons she'd come to learn since then — even performing on stage on multiple occasions! — had helped the blushing filly emerge from her shell. And yet, when she stepped over the threshold to the Coursel Botique, and come face to face with that... that wolf of a man, it all seemed to come crashing down around her ears.

He was sitting on Rarity's miniature stage, surrounded by three full-height mirrors as he idly ran his fingers through his hair, gazing at his reflection with no small measure of self-satisfaction. He stopped as Fluttershy came in, rising slowly and confidently to his feet. Her eyes fell across his muscles as they rolled in powerful waves that made her heart thump in her chest.

I'm not ready for this...! I'm not ready for this at all...! The thought repeated over and over through her head as the voluptuous pony found herselftrapped by the man's stare. She felt so incredibly small and insignificant beside him. A lump formed in her throat as the thought,He's perfect... rose unbidden to her mind. Something like this could only end badly, it could only end in her complete and total humiliation as she made an absolute fool of herself in front of the most attractive man she'd ever seen in her life. In all her time as a carer for animals, she'd never seen one more in need of an immediate, thorough petting and feeding. The thought alone of actually laying her hands on that man made her toes curl even as it made her legendary anxiety flare up so high it was a surprise a klaxon wasn't sounding somewhere. She began backing towards the door... But Rarity was already there with her hand on the frame.

"Fluttershy...! How could you? Come in and say hello to nice Mister Dusk, mm?" Scowled Rarity, even as the pegasus looked from the doorframe that simply magnificent specimen, eyes darting back and forth. "There's no need to look like a deer in headlights..." Although, she thought to herself, deers in headlights probably weren't so sticky between their thighs, now were they?

Dusk stuck a hand out to Fluttershy, giving her one of his typical winning smiles. "Nice to meet you," he said in a rich, caramel voice that made Fluttershy yearn to be just about anywhere but here. At least, that's how it would normally be... An attractive man was usually enough to send the skittish mare into a panic that would take DAYS to recover from. And yet... she felt different, somehow. His warm smile and soft voice relaxed her, easing the tension out of her body as thoroughly and carefully as any massage she'd ever had at the hands of Lotus and Aloe... And she'd had a lot!

Still... You didn't simply undo years of skittishnesswith a little charm. She turned her plump, fertile body this way and that, unconsciously sending herher pillowybreasts into a flurry of jiggling "'M... Fl'rshy..."

He left his hand extended for a moment, but she didn't seem ready to shake. He lowered his hand with a "Can't win 'em all," smile at Rarity, even as the unicorn rolled her eyes. It was a travesty, really, all those soft, plush curves and no urge to use any of them. There was simply nothing for it, she had to become his next project right here and right now. That sort of big-breasted slave girl body had to be put to use.

"Fluttershy, darling, come look at the outfits I've made," said Rarity, sending the pegasus' head whipping in her direction, like she'd been tugged on by a tight string and was relieved of the excuse to break the tension! She looked back at this breath-taking, amazing man, and stammered. "Umm... H-Have to... nnnmm..." She danced away on the tips of her toes, wincing inwardly at how she'd handled that.

Rarity led her over to a couch with a selection of dresses hanging off the back and smiled as Fluttershy lost herself in them. The pink-haired beauty picked up the first of the many silky, gossamer outfits Rarity had laid out for her, turning the gauzy material this way and that... Her eyes were sparkling... Right up until she held the dress to her face, rubbing it on her cheek with a big, soft smile. "So pretty..."

Satisfied with Fluttershy's interest in the many outfits, Rarity took a seat beside Dusk, smiling up at the man as she gently curled her fingers between his. They both turned to watch the Element of Kindness begin sorting through the clothes racks dotted about the room, moving from one to the next, picking out the dresses that caught her eye.

As she watched Fluttershy's gaze wandering gaily amongst the outfits, Rarity could barely keep the smile of contentment off her face. This was so much nicer and more peaceful than the rough way she herself had been taken!

As Rarity relived her own first encounter with Dusk, it was one of heightened emotions, where she'd been worked up into a panic and then forcefully taken in public. It had been primal, breathtaking, and just the sort of kick in the rear that she'd needed to realize just how good surrendering and letting go could feel, allowing herself to be taken under a male's care. Being so desired and so lusted after...! It made her shiver recalling it all! Yes, this man's interests in turning all of her dear, sweet friends into coddled, drooling sex freaks with that majestic rod hanging between his thighs were delightful, but it had simply... required a woman's touch, was all!

To put it another way, Rarity's own capture had been a matter of a man on the hoof hunting and bagging her like a particularly beautiful wild animal, before taking her back to the ranch and breaking her with hard, unrelenting, rough, delicious sex. She wouldn't have traded it for anything, and yet, at the same time, it was overlooking another way to bring women to hand.

As she watched Fluttershy picking out outfits, the word "domestication" rose unbidden to Rarity's mind and her tongue grazed freely across her lips as she considered it. Yessss, the vapid look of pleasure on that big-breasted breeding doll's face certainly did remind the unicorn of a nice, plump cow, in more ways than one. Why forcefully wrestle a cow into the pen when you could simply leave the gate open with some food laid out and wait for them to wander in on their own? There was a reason grazing animals allowed themselves to be domesticated so easily and even the intelligent, free-thinking cows found in Equestria were no exception. Sometimes, being a pet to someone else was just... easier... and more comfortable than living for yourself. Rarity giggled and wriggled her toes: if anyone was more livestock than pony, it was definitely that supple, curved bitch across the room from her!

She glanced at Dusk and smiled as he returned her gaze, as confident and comfortable as ever: They were both sitting quietly, watching Fluttershy go nuts with pretty dresses, knowing all the while that Fluttershy's training as a new pet had already begun.

Fluttershy tried on one pretty outfit after another, scattering tube tops, daisy dukes, stockings, dresses, minidresses, pleated skirts and everything else across the floor, trying on one after another after another. Her first ensemble consisted of a shirt that seemed to be more V-neck than fabric, combined with a skirt that measured five inches from belt loops to hemline.

The top was particularly breathtaking, densely cramming the largest, palest cleavage in Ponyville into a milkable pack, her torpedo tits thrust out well in front of her and yet she wore it charmingly, twirling for the two of them as they watched enraptured. It wasn't something Fluttershy would ever want to be seen in public in, but framed as a fun fashion show, even something like that was okay, right? She even unexpectedly gave the two an eyeful of her plump mons for a moment, as she bent over to find some socks to tug on over her bare feet... And she quickly thrust a hand over her pussy as soon as she realized, blushing as red as a dragon! "Ahh! I'm sorry!"

Rarity touched her fingertips to her lips, too stunned to say anything for a moment! She'd known clothes were powerful, but to have Fluttershy tug on a skirt that tiny it freely presented her to them, then have her apologize for showing off like it was her fault! This was already turning into quite the thrilling little sexy playtime! She nudged Dusk in the ribs and the two shared a private grin, both of them giddy with the cloying, infectious cuteness of this delightfully shy pony.

After that, it didn't take much nudging to get Fluttershy to try on more and more risque outfits. It was only after she squeezed her titanic, gravity-defying mams and broad, thick hips into a positively miniscule black dress and high heels that she seemed to come out of her shell even further, posing with one hand on her hip and the other making a "V" sign next to her eyes... And poor little Fluttershy got so caught up in the moment that when a camera's bright flash lit up the room, she actually leaned provocatively forward for a moment... Until she saw the camera in Dusk's hands and gave a shriek, diving behind the nearest clothing rack, flashing her cute, hot little pussy in the process. When she stuck her face out from around the rack, she was whimpering, eyes pinched half-shut and tears beginning to run down the pretty pony's face.

"R-Rarity...! You nuh-never said anything about, um, c-cameras... Everyone seeing me... Nnn...! It makes me want to... to..."

Rarity balked, placing a fingertip on the camera and gently pressing it down, before crossing the room to Fluttershy's side, high heels clicking noisily. "Darling, this is for a fashion show, isn't it? You know there's cameras at fashion shows, mm?"

"It... It just took me by surprise..." she said, even as Rarity knelt down beside her and placed a handkerchief into Fluttershy's hand. The pegasi loudly blew her nose, before drying her eyes. It was a stark contrast to sight of her adjusting the spaghetti strap on her tiny dress a moment later. She'd been in such a rush to get out of sight that both her high heels had slipped off and she wriggled her cute little toes.

"There's a good girl. Now, dry your eyes, darling. Mister Charm here is actually quite the renowned photographer, and he’s agreed to help us catch that beastly fellow who tormented Applejack so thoroughly.” She pursed her lips. “I said I'd help him test his new camera out with a willing model, and in return, he generously offered to do what he could to help us bag that nasty, nasty man. The only people who will see these photos are the three ponies in this room, understand?"

Fluttershy nodded meekly and paused for a moment to slip her heels back on. When she emerged from behind the clothing rack a moment later, she did so with a forced strut, doing her best to walk confidently on those extremely exaggerated, loud-clicking heels. She crossed the room to where Dusk was sitting and he gave her a hopeful smile, showing her he'd put the camera down for the moment. Fluttershy bit her lip, then took his hands in both of hers and leaned forwards, displaying endless creamy waves of soft, pillowy breastflesh in the process. Her huge, jiggling udders dangled in perfect bell shapes as she bent over in front of him.

"Mister Dusk... Umm, I just wanted to say... Umm...!." She scuffed her foot, then took both of his hands in hers. “You’re really nice! You’re a nice man! ...And I’m sorry!”

The beauty of the girl’s sincerity was breathtaking, so utterly delicious he forgot to breathe for a moment. Once time started again, he tried to shrug it off coolly, rubbing her hands gently, his touch once again soothing the excitable pony. "It's okay, Fluttershy. I know this must be a difficult time for you, mm? We'll get through it together..." he said, and when she leaned back, she was beaming her broadest smile yet!

"I'm so glad to have met such a... nice friend," she said, touching her pinky finger to those thick, juicy lips of hers. "No act of kindness to my friends and I will -ever- go unrewarded."

"I'm sure it won't," he replied.

Rarity just stared as Fluttershy gave the man a genuine, unforced look of appreciation. This was better than porn. She squeezed her thighs together with all her strength, like she could force that needy ache in her nethers go away for a little bit, but it didn't abate even slightly. She needed to see Fluttershy dress up even more!

Rarity raised a hand to her lips and let out a ladylike cough in an effort to tear the two lovebird's eyes away from each other. Typical Fluttershy: no less than an hour in the company of a new man, and already he was looking at her like she was a fairytale princess. He looked as if his brain had left the building... although this might be the first time she'd ever seen her pegasi friend returning that dreamy, smitten gaze. "I'm glad you two became such fast friends... Actually, that makes this next part a little easier, mmhmhm. These next outfits are a tiiiny bit racier, Fluttershy, but I'm sure you won't mind slipping into them for us, mm? Let's move on to something a little more risque!"

Fluttershy began to bleat her disapproval, but was silenced by Dusk continuing to rub her hands. "I'd like to see you wear them, too, Fluttershy. I think you'd look beautiful," he said, and her eyelids fluttered gently at the hypnotic suggestions passing through her dimming mind. At this point, he could see all she really needed was the lightest of nudges; she'd already done most of the work of convincing herself she should be here with him on her own. If adopting the slave girl lifestyle was a slippery slope, then she'd been teetering on the precipice for the last few minutes now.

"Y-Yeah... I wanna wear more pretty clothes..."

Rarity moved to the racks of clothing and inclined a finger for Fluttershy to join her. The spacey marefollowed along like a well-trained dog, barely needing any coercion at all.

Rarity began the task of looking from one obscene outfit to the next, but paused as the enormity of what was happening began to sink in. It was one thing to design these vulgar clothes for her man's amusement, but to actually have Fluttershy here, willing and ready to try them on...! It made her tremble. With shaking hands, she removed one outfit and held it out the other girl.

Keeping the tremor out of her voice, she said, "Why don't you try this one, dear...?"

Fluttershy nodded obediently, taking the outfit from Rarity's hands, rushing off to a private spot to change. Rarity smiled back at Dusk, saying, "We won't be long~"

She came into the room to find Fluttershy already removing the little black dress, pulling it up and over her head. The motion allowed her enormous, extremely pale-skinned breasts to drop down with all their weight, bouncing freely on her chest. Rarity glanced sideways at those ridiculously huge breasts of Fluttershy's, licking her lips. She felt small compared to those things that were so absurdly-sized to the rest of her, but even a cow would probably feel small-uddered alongside that body!

Once she was undressed, Fluttery reached for the first part of the outfit, a micro-sized bikini top... It didn't really cover much more of her breasts than her candy-pink areola and those stiff nipples that throbbed every time the material brushed against them. Once it was in place on the front, she yanked it behind her back and tried to do the clip up... Which was easier said than done! Every yank on the string pushed her breasts up high against her chest, flattening them against her ribcage and squeezing all that soft, wondrous breast flesh into a tight little package. They bounced, bounced again, then finally settled into two luscious spheres of playful flesh a man could easily get lost in. She admired herself in the mirror, moving one of the cups to better mask her vulnerable nipples.

"Mm, wow... Small!" she said, giggling playfully before reaching for the shorts to go with it. She paused and looked back at Rarity, "Where are the panties...?"

Rarity smiled, touching her fingertips together. "The shorts are a bit too tight for them... You'd be able to see them through the latex and who wants that, mm?"

Fluttershy nodded, "Ohhh... Of course~" and she stepped into the leg holes, beginning the long process of dragging them up her slender calves to her thick thighs. The black material grazed her flesh momentarily as she pulled it up over her rump, then released it, the skin-tight latex instantly molding to the shape of her broad flanks and bum with a smack! Fluttershy stayed in shape, meaning she had that nice, perky fit-girl ass definition, but it didn't change the fact her butt and thighs were both colossal: genetics had just seen fit to turn her into some sort of wonder-breeder.

"So, umm..." began Fluttershy as she was getting dressed... A question had been on the tip of her tongue for the last few minutes, she just had to work up the nerve to ask it. "About Dusk..."

"Yesssssssss~?" asked Rarity, barely able to keep the smile off her face.

"I was just wondering, um... If he was... Umm... Ahhhn..." She blushed, tossing her head this way and that, her luscious mane of hair whipping back and forth.

"Is he single?" said Rarity, completely poker-faced. Fluttershy nodded like crazy, stepping in front of the mirror.

Rarity chose her words carefully. "He's... Definitely looking... Yes."

Fluttershy cooed in relief, then blushed as she realized what she was doing. "Umm, what sort of girls does he like? Do you think, umm..."

"I think he likes you very much, Fluttershy. It's like we always say... Just be yourself and there's no way any sane person could dislike you, mmhmhm." While it was one of the lessons of friendship they'd heard plenty of times in the past, it helped that in this case, "Being yourself," meant "Be a fat-breasted love doll who's entire body is little more than a thick, jiggly playground for your mating partners."

She looked at herself in the mirror, turning this way and that, thinking the outfit was a far cry from the comforting, baggy sweaters she usually wore that hid her figure as much as possible! It was more like something Rainbow Dash would wear, but whereas the tomboy's lean physique made it work, Fluttershy just looked more like a busty toy for men at this point. "Oh... Oh dear. Rarity, um... This outfit is..." she began, but she faltered when she felt the unicorn's fingers crept across her bare belly, rubbing her gently until a cry escaped from the pegasi's throat. "Let's go show Dusk, alright?"

Fluttershy squeaked and nodded, letting herself be brought back to where the male could stare at her... She hadn't been sure earlier, but yes, she was definitely sure now: things were spiralling out of her control. She'd have to ask them to stop very soon and tell them she had to go home. She'd do that right away...!

Just as soon as she was done modelling this outfit for him...

Dusk's first sign that Fluttershy was back was her head peeking at him around the doorway. He could see a little bit of her hip sticking out, looking like it had been painted back. She held the door frame tightly in her fingertips as she opened her mouth to speak, "Auuuhmm... Don't, um, pop a boner or anything... I'd get embarrassed..." she whimpered, before stepping into the doorway. He let out a low whistle that made her cringe as she came into the room, panting a little. Her chest was rising and falling with her rapid breaths.

"Uuuuu... I shouldn't be doing this with a man..." she whined, walking into the middle of the room and standing meekly in front of him. He raised the camera, waiting for her permission, and she nodded. The flash lit up and that was it: this perverted man was taking photos of her in this naughty, slutty outfit. It felt good... Way better than it had any right to, and soon she was accepting instructions on poses from this man.

She let him guide her into a pose where she was resting her hands on the wall at about breast height, so she could stick her rear out for the camera. She did it. Her head hung low, hair wreathing her face and hiding how she was frantically chewing a bee-stung lip while he took photos of her rear and the plump, splittable peach between her thighs. Dusk is cool, she thought. I want him to think I'm cool too. So I'll thrust my hips out like he's asking me too. I'll shake my b-butt for him...

"Hands behind your head," he said and she did that too, sinking her hands into her pink hair, letting out a little, "Hup!" as she raised her nipples five or six inches up her chest all in one go. She stood pigeon-toed like that and let him photograph any part of her he wanted.

"Is this good, sir?"

"It's perfect, Fluttershy."

"... Yay..." she said, covering her face with her hands.

"Now a pose with Rarity," he said and Fluttershy threw her arms around the other woman, holding her tightly as she raised one heel behind her.

Fluttershy was just about to break things off, when Dusk said, "How about a kiss?" and then she was stunned to feel Rarity's lips on hers! Her dear, sweet friend was energetically kissing her, thrusting all her excitement and arousal onto Fluttershy. Rather than peel away, Fluttershy found herself kissing back: she felt so warm and worked up with no relief for her tension sight! And through every swap of saliva and tongue lash, the flash continued to light up the room and the shutter continued to click. Even when Rarity leant back, looking loosely at Fluttershy through half-lidded eyes, and gave her an open-mouthed kiss, slapping the tips of their wet tongues together... Even that got photographed!

Fluttershy tumbled back onto a nearby couch, panting, but her head whipped up when she heard Dusk speak again, "Mm. Now how about a pose with me, Fluttershy?"

"... Yay..." she said again, voice coming out as a little whisper.

He sat down on the couch beside her, patting the spot next to him as he held the camera out. She looked up at him for a good, long moment, then tossed a cushion aside and threw herself into him, wrapping her arms so tightly around his neck he almost dropped the camera. Yesss... This felt so good. She liked this.

He raised the camera to point at both of them, ready to take a picture, when he realized Fluttershy had sneakily thrown a leg over his thigh, splaying it out in his lap and touching the warm spot between her thighs to his hip. Slowly, she began rolling her hips in sensuous waves like she couldn't stop herself, eyes half-closed. She couldn't even think straight anymore, she just wanted to experience good sensations like this one.

He began to lower the camera, turning his head to look at her, but she seized his chin and turned his face away and forwards again, not slowing down the lewd, animalistic way she was grinding her body on him at all. She thought to herself, I'm just having a bit of trouble controlling myself right now. Just look over there for a moment, you bad boy, give me a moment to, ah, collect myself... Her peeled mouth-lips hovered a few inches away from his throat as he snapped a shot: although, the sunken, downturned angle of her head of pink hair at the moment meant anyone seeing the photo would be more likely to recognize it as a loose woman sinking her head lazily into her boyfriend's lap for some long, slow afternoon fellatio than the romantic kiss she was thinking about.

She stopped her hips finally and looked up at him, pushing a stray hair away from her face. "D-Dusk... Um... I like you."

Dusk turned to look down at Fluttershy again and this time she didn't have the will to stop him looking. It made her feel perfectly hot and steamy between her legs to have him looking down her top at her juicy, fat cow udders as they stretched her bikini top taut with their size and weight. In the past when everypony stared at her body, she'd turned shy and reclusive or she'd run and hid herself... So why wasn't she doing that with Dusk...?

Now that she thought about it, it felt like over these last two hours at Rarity's house, something magical had happened... Inside of her mind, it felt like a key has been gently and carefully sliding into a keyhole and now it was turning. The metaphor alone was enough to make her shudder: "a perfect fit" was just the way she'd been looking for to describe Dusk.

As she looked up at him, one thought was at the front of her mind: Ever since Twilight had come to Ponyville, I've had had to learn again and again about bravery... About standing up for yourself and overcoming your fears... But in spite of all of that, I'm still living along in the middle of nowhere with animals! I've never found a man I feel comfortable with! I'm not single for lack of trying... It's not like I ever made a conscious decision to be intimidated around men! But, somehow with Dusk, all that anxiety and fear is gone! I have to do something... I have to feel his hands running all over my body or I'll go crazy!

She'd been chewing her lip up till now, waiting for him to kiss her, but... Maybe, in a way, realizing this opportunity for what it was, and then taking it, was just another test of friendship! Her assertiveness training flooded back to her and Fluttershy couldn't hold herself back another moment. She wasn't going to let this amazing man slide out of her life! She couldn't let that happen!

"I... Really like you..." she whispered, voice coming out in a hiccuping squeak, then she awkwardly leaned forward and kissed him. It was all enthusiasm, no technique, a startling difference from Applejack and Rarity's experienced mouths, where she just pressed her mouth against his and went nuts, lashing her tongue over anything that got close to it.

He returned the kiss warmly, encouraging her to slow her tongue's movements down... It was no different to when she'd been posing and wiggling for him just a few minutes ago, you just wanted to gently ease this flighty gal into things and help her relax and feel comfortable. He kissed her until she came up for air, sweeping her hair back from eyes.

Her lips felt numb after the kiss. They were exceptionally large, soft and plush cockpillows normally, but she was even more consciously aware of them now, aware of how much pleasure they could bring her and her partner. She panted, thrusting her super-hot tongue out of her mouth with a cute little, “Ah~” then dragged it back into the fleshy folds within, biting down on her plump bottom lip. Her teeth left cute little dimple marks in her lips when she withdrew them, huffing hot breath out as her lips returned to their perfect uniform softness, ready for more kissing.

She was fidgeting, soft mouth half-forming words, eyes lowered... Her hands rubbed together under her chest, then moved up her front, hanging in the air like they didn't know where to go. Eventually she turned them on herself, cupping her big, soft breasts, sinking her fingers into all that plush girl meat. She felt so hot and worked up she couldn’t keep her hands off of herself.

When she finally looked up at him, she fixed the male with an expression no male had ever seen before, one only Dusk would ever get to see: up until a moment ago she'd been looking at him as a naughty friend she wanted to tease and play around with, but her new bitch-like expression was one that saw him in a different light entirely. With her tongue still hanging out, her eyes rooted to his and her hands pawing at her chest she gave him a look that could have melted the coldest heart, one that clearly said she wanted to be taken by him.

Fluttershy took a deep breath that made her breasts press very firmly against the fabric of her bikini top. They were eager to come out and play. His eyes were naturally drawn to her chest and, for the first time, she wanted to proudly thrust them out towards him. They were so big, people were always staring at them and she hadn't known how to handle it, but right here and now, she wanted Dusk to stare lots and lots. She couldn't deny any longer how excited she felt having his eyes roving over her body. She finally found something to do with her hands, one tangling in his hair and gently stroking it, the other loosening his tie.

"You have such a nice body, Fluttershy," he said gently.

Fluttershy bit her lip at that, pushing her arms together around her chest. The motion squeezed her breasts and cleavage together for him, presenting what she’d been blessed with to him. At first she looked away shyly, but the cute pony couldn’t resist sneaking a peek at him for any sign of his approval. He stroked her breasts through her clothes, making her big, hard nipples stand up, the perfect target for him to flick lightly with his fingers: she moaned long and hard at that.

"Why don't you show me a bit more of it?"

She let out a gentle little squeak as she looked up at him, pouting. "Already...? Well, mm, maybe..." Her eyes were looking away, her cheeks all flushed... Fluttershy’s body was visibly responding to him, hips squirming and thighs brushing together as her hand crawled down her side. It was so obvious she needed to play with her pussy right away.

Fluttershy hooked a thumb into her shorts, just barely sliding the waistline down her hip and she might have slipped her shorts all the way off and bared her hot little sex-pink pussy to him right then and there if he hadn't stopped her midway. "Let's start up here, first" he said, drawing circles on her chest with his fingertips. "Fluttershy's big, all-natural breasts have been distracting me all day, especially now they're almost coming out of your top..." He slid one hand up under her tiny, barely-there bikini top, rubbing his palm across her nipple before pinching it, yanking it up for a moment hard enough to lift her whole breast and then releasing it, letting her melon slap back against her ribcage. "How are these so big and soft and perfect... Mm, let them out..."

Her teased stiff nubs were already plenty visible in the tiny pieces of fabric, one nipple almost totally out, sitting at a slight angle where the fabric was only barely pinning it down, more or less on full display. "Ah, don't say such lewd things about them!"

Finally, she bopped his hands away with a pout and reached behind her back, a blush creeping across her face as her top finally came undone, her huge, fleshy tits spilling out for him to play with. She kept her hands by her side as she thrust them towards him, even as she averted her eyes, letting those pale, soft orbs settle into his wonderfully warm hands.

Fluttershy raised a hand to her mouth as he began to touch and squeeze her huge, perfect breasts. It danced freely around her cheeks and chin before softly dimpling her large, kissable lips as she let out another adorable little groan of sexual excitement. The massive-breasted cutie's milky-white skin was flushing, betraying her sensitivity.

"Oh my... Not so hard, please, sir...!" she huffed, but her request was already going unheeded: he was already sinking his fingers deep into her extremely cuddly body, mammaries rippling under his touch, the enormous pink caps of her perfect nipples and areolae glowing an almost vibrant red from the stimulation. Fluttershy wanted her titties to be played with so bad and cried out when he took a nub into his mouth, sucking very forcefully. As she looked down at his head buried between her gigantic breasts she felt more like a big milk cow than ever, wondering however she'd gotten into such a perverted situation... She should stop this, this was too much for a man she'd just met and yet... It felt so good!

Dusk would suddenly feel Fluttershy's hands curling behind his head, drawing him in deeper, encouraging him to suckle from her teat more. "Mmmn... Ahhh~ That's good..." she finally admitted, submitting to this naughty boy's efforts.

She cupped her fingers under his chin, lifting his lips off of her breast... Even as she gently unstuck the male from her chest, he tried his hardest to keep it up, his tongue extending to give her nipple one last lash, before she made him look her in the eyes.

"You need to kiss me more..." she moaned, holding his shirt with both hands as she drew him back in for another long, drawn-out tongue wrestle.

Halfway through her kiss, she felt someone shifting on the couch and opened her eyes, glancing past Dusk, but she relaxed when she saw it was just Rarity. Her friend had sat down on Dusk's other side to get a better look and somehow Fluttershy didn't mind at all... But when the kiss broke and Dusk turned his head to take a turn with Rarity's mouth, that's when Fluttershy faltered.

"Ah...! Ah ah ah~! What's going on?" she asked, frowning. "You mean you two are...? Oh no..."

Rarity had been kissing Dusk in almost exactly the same decadent way as Fluttershy before her: lips pursed, tongue squirming and eyes closed and she opened her heavy lashes in exactly the same lovestruck way, as if she was emerging from a dream. She drew circles on Dusk's chest as she looked past him at Fluttershy. "Come now, darling... Dusk is quite the eligible young bachelor! You weren't planning to hog him all to yourself, were you?"

"Well, no, I just...!" began the pink-haired pegasi, beginning to get all flustered, and Rarity silenced her with a fingertip on her lips.

"Hush, dear. It's your turn again~" she said gently, before raising her finger and pointing to Dusk's currently unoccupied lips. Fluttershy let out a little, "Hmph!" but she wasn't about to pass the opportunity over... Soon, the girl's heads were side by side, pink and purple hair brushing together as they put their training in being proper ladies to very good use. Even with such a captivating young man, the power of friendship prevailed and they were more than happy to take turns with him, sharing his wet mouth.

At first they took their time between kisses. One girl would press her wet mouth against Dusk's, swirl her tongue around the inside, then withdraw, share a giggle with the other girl, maybe the odd comment, then after a few seconds the other would say something, "Well, my turn now!" and dip in... That was how it started, anyway, but the more they kissed him, the more they wanted to kiss him! The gaps got shorter and shorter till Rarity didn't even have the time to suck in some much-needed air before Fluttershy took her spot again, passionately holding Dusk by the collar as their tongues wrapped gently together. The pegasi was sitting fully in his lap now, still in just her shorts, and Rarity could barely get a kiss in edgewise!

“Come now! You simply mustn’t hog our guest all to yourself, Fluttershy!”

“But... Uuuuu~” whined the pegasi, resting her head on Dusk’s chest. The male immediately rushed to defend her, cupping the back of her head and making Fluttershy’s little heart pound in her chest. She looked up at him as he spoke softly to Rarity, a smile creeping across his face, “We can figure something out, Rarity... Sharing is what friends do, right?”

Rarity nodded, pouting, forced to accede to his will once more, envy towards the other girl flaring up slightly, even as Fluttershy let out another little squee of feminine happiness. She snuggled even tighter to him, drooling blissfully between her legs.

A solution was soon arrived at that suited everyone: Fluttershy straddled one of Dusk’s knees and Rarity took the other for herself, both of the girls able to keep their balance thanks to him generously gripping both of their large, plush butts from behind, pancaking all that soft girlmeat together. The position seemed to have both girls so heated that after that there simply wasn't a gap between kisses anymore: they were like dipping birds, the next time Fluttershy let up, her tongue wasn't even all the way out before Rarity's was sliding in, still as energetic as ever. Both girls were squirming the more he kissed them, grinding their twin mounds on his thighs, rubbing their four big breasts in circles luridly on his chest...

Like a boiling point had finally been reached, the girls both stuck their tongues inside his mouth at the same time, jostling their fleshy cock-bunks together as they simultaneously lifted their hips and began wriggling out of their shorts. When they dropped their booties back onto his knees, both girls were naked from the waist down, dripping naughtily onto the thighs of still fully-dressed male. He sank his fingers into the soft flesh of their asses, nothing to cover them up anymore, and gave them one last three-way kiss.

Fluttershy looked completely devastated from their latest exchange. The pegasi was sitting back on Dusk's knee, looking up at the ceiling, tongue all the way out. In her whole life, the cutie had never been exposed to so many sensations, so much blatant eroticism all at once, and it had left her dazed. Her body was burning up, her skin flushing and her pussy was throbbing

In summary, the only sign she was still conscious after such an erotic, sexually-charged makeout was the sticky wet juices flowing from both her mouth and her pussy and the way her gigantic breasts were heaving.

Rarity slipped off of Dusk's knee and gave the male a little peck on the cheek, nudging Fluttershy back to consciousness... She whispered something to the other girl, grinning sideways at him as she did so.

Fluttershy listened, frowned thoughtfully... And then turned extremely red, the tiniest, itsy-bitsyiest hint of a smile just barely creeping onto her face.

"O-Okay..." she finally said and Rarity clapped her hands together delightedly.

"Now Dusk, darling, we had one more outfit to show you before the day was through... But I'll have to ask you to move first... I hope you don't mind, mm?"

"There's a good boy," she said, pinching his cheek as she pouted her lips. "Run along to the bathroom and take those wet clothes off so I can get everything reeeahhhh-dddyyyyy~"

Dusk was a little perturbed at having his fun brought to an end, but Rarity probably had something extra-naughty in mind... So he got up and went to Rarity's bathroom as she'd instructed.

It didn't take him long to find what she'd prepared for him: hidden behind the porcelain bathtub was a bright-pink waterproof mattress... It looked like she had the full soapland treatment in store!

Whistling under his breath, the male hurried to undress, but he was only midway through stripping off when the two girls came in through the door, one of them with a very mischievous grin on her face indeed.

The buxom beauties crossed the room to where Dusk was laying down in matching scandalous swimwear, skimpy slings that left almost nothing to the imagination. Fluttershy was nervously hanging behind the more confident Rarity, holding onto her friend's arm.

The thin straps of shiny fabric seemed barely able to contain their fleshy contents, protruding nipples clearly evident through the material. Fluttershy's impressive bust seemed especially determined to escape, her pink areola peeking out the sides. Even naughtier was that the outlines of their plump pussies were obvious where the swimsuits clung to them. Rarity carried a large cylindrical bottle with a pump on top, clear liquid sloshing around inside.

Both of them were wearing tall, garish white high-heels that clicked loudly on the tile floor. If there was a saucier accompaniment for a naughty swimsuit than a pair of spike-heels, Rarity didn’t want to know what it was.

"Don't we look just delightful?" Rarity asked rhetorically, well aware of the effect these barely-there swimsuits would have on Dusk. She wrapped her arms around Fluttershy's soft middle, making the nervous young lady squeak. Rarity pumped a handful of slippery clear fluid into her palm and started slathering it on Fluttershy's abdomen, making it shine wetly and having excess liquid run down her plump, milky thighs.

"R-rarity, what are you doing?" Fluttershy asked, squirming anxiously. She closed one eye and nibbled her lower lip as Rarity's slippery hand slid up under the sling's material and started rubbing down one of her pendulous teats.

"I'm getting you all lathered up, darling," Rarity responded matter-of-factly, winking at Dusk Shine and letting her hand roam over to Fluttershy's other breast. Fluttershy's squirming pale, smooth body was beginning to take on a slippery sheen under the bathroom's light.

So this is the kind of thing other ponies get up to behind closed doors, thought Fluttershy to herself. This sort of hot screwing was going on! Wh-While I've been going out into the forest and feeding the cute animals every day, they've been doing th-things like this... Well, mmm, I've been looking after, and caring for, pets for so long... It's time someone looked after me~ It's Fluttershy's turn to be a pet!

She felt almost cross at Rarity for not only having such a naughty, libidinous side to her personality. But also for keeping it a secret from her! These erotic behind-closed-doors activities were all so very exciting... And to think she'd been missing out until now.

For the next few minutes, the only sounds and sensations Fluttershy was aware of being the wet, sticky squelches of Rarity rubbing that clear fluid onto her curves and the heavy breathing of three horny ponies. The lotion had been thoroughly smeared on her breasts and belly, seeping into her skin and leaving her pale, milky skin glossy and shiny, interspersed with sticky globs of yellow.

"Ahnn... It's so sticky... I'm all covered in your naughty lotion now, Rarity... It's... Haaahn... It's making me feel like I've done something bad..."

In between sexy mewls and shudders, she tried to smile at Dusk as he stripped off down to a tight pair of black shorts, laying face-down on the mat. He's so nice to patiently wait for us, she found herself thinking... Many other men might not have been able to control themselves around such an erotic spectacle, but he watched and waited as the two cute women squirmed and rubbed their bodies together.

Rarity finally released the other pony from her clutches, leaving Fluttershy to look down her own front... Down below, her swimsuit was still sticking to the horny swell of her pussy mound like a second skin, but on top she'd been completely exposed, her pink inverted nipples totally up and out, standing upright in the cool air.

She gasped as Rarity pressed into her with her own chest, letting the warmed-up lotion ooze onto her own flesh, until both their chests were a slippery, gooey dripping mess.

"Rarity, this is, mmmn, leeewd...!" whined Fluttershy, and the unicorn couldn't help but giggle.

"Mmm? You only just noticed," she said, turning Fluttershy around and giving her a nudge towards Dusk.

"Alright, sweetheart, go take care of Dusky's back while I do myself," Rarity said.

"Well, um... Could I get the bottle? Erm, please," Fluttershy stammered.

"Not with your HANDS, Fluttershy," Rarity said, drizzling more of the slippy fluid over Fluttershy's fat, shiny tits. The pegasus' blush deepened when she worked out the implication.

Nonetheless, she went over to where Dusk was lying and got onto the blow-up mattress on all fours, heavy breasts already hanging down onto him. Any attempt to fix her top was useless: the groping and slippery liquid made the swimsuit unable to sit right on the front of Fluttershy's chest, letting her shiny pink nipples rub against Dusk's skin.

"Oh dear..." Fluttershy said softly as she began to rub her oiled up tits against the man below. At first she focused on planting her thighs on either side of his body and moving her hips to caress the male with her chest, but when that proved inadequate to get it all over him, Fluttershy actually took the first step down Tirek's path herself.

Fluttershy liked to take good care of her body. In addition to her elegantly-styled hair, her tight bottom and her perfect make-up, she was a stickler for caring for her nails. They were painted pink today, with cute little Butterfly motifs on her thumbs. She looked slowly from those carefully-buffed fingernails to her huge, womanly breasts and took in a deep breath, preparing herself for what she was about to do next.

She dug her pointed fingernails into each of those teats larger than her head, gripping them where they connected to her chest. She got a firm hold on her embarrassingly large breasts and began gently rubbing them up and down Dusk's back, sparing no expense to spoil her man. Wherever they touched him, they left behind creamy yellow trails and the unmistakable warmth of a woman's body. Dusk shuddered as Fluttershy's lotioned breasts touched his back, plastering that viscous fluid to his flesh.

While Fluttershy was giving Dusk a good titty rubdown, Rarity hummed and got herself ready. She meticulously rubbed the lotion into her own stomach, thighs and arms. A little coo of pleasure escaped her full lips when she rubbed down her hefty, wobbling tits. They were no match for Fluttershy's, but certainly nothing to be ashamed of. All slick and shiny, Rarity joined the pair getting intimate on the mattress.

Chuckling mischievously, she started rubbing lotion into Fluttershy's round, soft ass, drawing another squeak of surprise from the pegasus. Rarity's tits rested against Dusk's leg, lotion rubbing off of her slippery flesh onto his bare skin.

Of course, lying face-down on the mattress meant he could only get one side of his body caressed and rubbed down by these beauties... To be truly spoilt, they had to get that boy up and on his knees.

Rarity nudged Fluttershy, indicating for the pegasus to tease him up off the mattress. Soon they both had their boytoy right where he deserved to be: sandwiched between their soft, soft bodies.

He was facing Fluttershy's enormous rack, the cutie letting out little "Hup!" and "Uumph!" sounds every time she pressed her breasts against his front. As a catch for bedroom play, the pink-haired beauty with the model-like looks alone would have been enough to make him the envy of every man in Ponyville, but when you added in Rarity...

The other heavy-breasted Goddess had his back all to herself, adding her own lotiony stickiness to what Fluttershy had already left on him over the last few minutes. She was very liberal with the lotion bottle, and enjoyed letting it all out into the spot where Fluttershy's lewd breasts were pancaked against his muscular chest, letting it seep between their bodies.

She moaned when Dusk leaned back into her, clasping her shoulder with is hand, head turning to kiss her. His tongue coiled around hers in a wet, erotic ballet, drool dripping from their chins and flooding her mouth with the delicious taste of his saliva. "Mhmnmn... Nhnhann... Hahhh... Hahhh~!"

Rarity tossed the spent bottle of lotion aside, all of it having been slathered onto their bodies. While Dusk explored her mouth with his tongue, she slipped her hands under the waistband of his black shorts to get at more of his skin, and the part that needed a good rubdown most of all.

The extremely overstimulated male gasped aloud when he felt Rarity's dainty, delicate fingers sinking into the girth of his fat shaft. The entire rod twitched and smouldered under her fingers, so very, very stiff it caused the most fascinating painful sensation on the tips of fingers, as if she gripping a lead bar.

His cry drew Fluttershy's attention and the pegasi looked down to see what all the commotion was about... And the innocent pegasi almost immediately regretted it! She'd looked down just in time to see Rarity fishing him out of his shorts...

Her gal pal had hooked a finger in the tight material wrapped around the male's lower body and was sliding it down over his hips. With the material tugged down, his big, sturdy cock sprang out with enough force to slap his own belly, like it couldn't get out fast enough. It could smell a new, eager pussy in the room.

At last, Dusk was completely naked between the two cuties. A majestic, full cock rose up to greet Fluttershy's gaze and she immediately squeaked and covered her eyes with her hands. Then she peeked out from between them to get a good, long gaze on his shaft, inspecting it from the base all the way to the tip. The sight of Dusk's beautiful, powerful, girl-taming penis was burned into her tender, naive mind.

It was bigger than ever, standing at full attention as it was presented with two saucy cuties to disappear up and inside as many times as it wanted... As soon as Fluttershy saw it, she knew she wanted to be a pet to this cock. She wanted to submit to it completely.

The tip was already oozing a steady flow of semen, and Rarity could tell he'd need to cum more times than ever before he could even just calm it down, let alone be satisfied. She almost felt sorry for Fluttershy... The poor girl had never been alone with a bare penis in her life, so starting with the biggest in Ponyville must be quite a shock...

Dusk's cock, rock hard and straining against his shorts from all the attention he'd been getting from these two busty beauties, found itself being gripped tight in Rarity's slippery fist, being stroked slowly from base to broad tip to let the lotion soak in every inch of the stallion's shaft. Her other hand soon joined the first, gently rubbing his taut, heavy balls in her palm. Rarity moaned into Dusk's mouth as she finished her work, leaving his sticky cock and balls dripping from base to tip with the yellow lotion.

After that, their hands freely explored him... He had three to four groping sets of fingers almost constantly on his penis, but whichever girl he was currently kissing was always the more enthusiastic about rubbing the shaft and massaging the head. His slippery tongue in their mouths inflamed their desires.

It was a short trip down for the girls to get their mouths on Dusk's impressive cock, and sure enough Rarity was doing just that. The broad head fit in her mouth snugly, and she slurped on it greedily for a few moments before moving on. She didn't want to hog any part Fluttershy might want for long. The purple-haired unicorn kissed and sucked and traced the bulging veins of Dusk's broad shaft with her tongue. Fluttershy gulped as she watched, and when Rarity looked up at her and beckoned her down with a finger, mouth never leaving his warm, salty skin, the pegasus nodded her head resolutely and went down to join her friend. The taste of skin and sweat and lotion met Fluttershy's tongue as she carefully ran her plump lips and slippery tongue around the head of Dusk's cock. Rarity had taken a short trip down to suck on Dusk's heavy sack, her tongue rubbing against each full ball in turn.

He had gotten plenty used to the sight of Rarity's hollow-cheeked suck-face over the last week or so... There seemed to be less moments in the day now where the unicorn wasn't bobbing her lips up and down his shaft than when she was... But to see innocent, doll-eyed Fluttershy doing it, her mouth tightening up around him, eyes rolling back in her head as his semen flowed into her mouth was something else entirely... The pony sampled his erotic flavours and decided she liked them.

This was wonderful... She already liked Dusk, but now she liked his big penis, too. She let his broad tip fill her mouth up and focused on making her male partner feel good. She knew this was the start of something good. She'd found the man she wanted in her life and her seductive male-teasing body didn't have to go to waste anymore. Even if she could barely whisper, "Please put your penis inside me" as more than a squeak, he'd hear her and slide his strong, blunt-headed cock inside till it took care of her itches. Even if she wanted to wear something really naughty, or slavishly worship him in some odd and lewd way, she was sure he'd hear her out. Now that she'd found a man she was finally comfortable with, all Fluttershy wanted to do was kneel down at his feet and worship him like a living idol... And her heart raced at the thought that she'd finally found a man who could bring her out of her shell... The fact he didn't just meet her expectations, but exceeded them, was extra icing on the yummy, yummy cake.

Meanwhile, Rarity had already become quite happy making her slavery to Dusk a regular part of her day-to-day life. She started at his scrumptious sack and worked her way up the shaft until her tongue was flicking over and around Fluttershy's, the girls slapping his shaft from one mouth to another as they looked up at him adoringly.

Master..." crooned Rarity, and Fluttershy turned bright red.

"Ahmm..." Fluttershy's cheeks burned bright red as she distracted herself by kissing Rarity. The other two exchanged a cheeky grin and Rarity nudged her in the elbow. "Mmm?"

Fluttershy wrapped her lips around the tip of Dusk's cock and gazed up at him. She gave it a loud, slippery slurp, then finally managed to say, "Mmm... M-Master..."

As soon as she did it, she immediately went straight back to licking his penis, like she was trying to hide her face behind it.

Dusk had been oozing cum the entire time Fluttershy had her lips on his cock, but that little display had been enough to really open the floodgates...

He groaned and started spurting thick ropes of jizz into her mouth, it caught the demure pegasus by surprise. She sucked down several ropey spurts, but she fell behind and her cheeks started filling with the hot, salty seed. She pulled her head free, pouty lips pursed together to not let any of Dusk's cum escape. Rarity was ready to take her friend's place, wrapping her lips around their man's broad cockhead and slurping hungrily. Some of the cum ran down her chin, but most of it got sucked down her greedy gullet. Fluttershy swallowed hard, Dusk's thick cum sliding down her throat. Rarity didn't stop sucking until Dusk had cum himself dry, and when she finally came up she was still savouring had a mouthful, rolling it around contentedly with her tongue.

"He came..." groaned Fluttershy, looking at the male's cock with a look of abject shock and powerlessness...

"He came in my mouth..." she said again, stroking a finger up and down his pole.

"Mmm, he certainly did quite a number on us, didn't he, darling?" cooed Rarity, leaning in to plant her lips on Fluttershy's, feeding the other girl a sticky, hot mouthful of semen. Fluttershy's bitch-switch got flipped all over again, the pretty pegasi accepting it into her mouth as if she were in a dream. Her pussy got hot again as she swirled it around on her tongue.

"Ahh, he's still so stiff... He's not finished, right?" asked Fluttershy, a little eager tone entering her voice.

Rarity just turned to Dusk, a sassy smile on her countenance. "I'm sure he's got plenty more energy for us. Isn't that right, sweetheart?"

"Mm. Who wants to go first?" he asked in a casual little tone.

The girls exchanged a glance, then Rarity smiled at her friend. “Well, I am the Element of Generosity, after all...!” she said. Fluttershy sighed in relief, before immediately turning to Dusk.

“Um. M-Me first, please,” she said in a quiet voice.

Rarity stroked the other girl’s hair gently. “Now, dear... You have to tell him what you want, there’s a good girl...”

Fluttershy immediately squeaked again. Despite being as good as naked at this point, she still clung to her modesty, trying to hide her face in his chest muscles.

Still so shy, after everything they'd done...! Rarity and Dusk began petting her, stroking Fluttershy's hair, running fingers down her back and holding her hands as she worked up the nerve. She finally managed to get it out in the open, whispering, “I want you... to do my pussy... If that’s alright, please, sir~?"

She laid on her back on the mattress, showing off her glossy, shiny body for him and reached under her thigh, tugging the bottom of her bikini aside... Dusk looked over to Rarity and the unicorn gave him a silent nod of approval as he climbed on top of her very busty friend. He mounted Fluttershy and began to slide the tip of his penis into her bare pussy, inch after inch vanishing inside the squirming cutie.

Fluttershy's breathing came faster as Dusk gently but irresistibly slid his cock into her dripping pussy. The slippery lotion and saliva on his shaft, and the effects of her own intense arousal, made his broad shaft slip in surprisingly easy given how much it felt like it was stretching her virgin pussy. Fluttershy clung to her man, wanting to be close to him during her first time. Her hands gripped Dusk's shoulders, and her slippery legs wrapped around his waist.

"B-big... please be gentle" she whispered, panting as Dusk hilted inside her tight, needy pussy and began to gently thrust. "Ahhn... Your cock is so big... Deeper... Deeper..." she huffed, unable to believe the vulgar words escaping her own mouth.

Now that he was was so deep inside her, filling her, Fluttershy never wanted him to leave. "You can c-cum inside, if you want... I'd like that," she said softly, embarrassed and surprised at what naughty things were coming out of her mouth.

Their sex began nice and calm-like, Dusk taking the time to ease Fluttershy into her role under him... The first time he hilted inside her, he whispered in her ear, "You like being my pet, don't you, Fluttershy?"

With his cock buried in her all the way, she could only nod as he gently drew it out of the beautiful woman, rubbing her insides with the glans.

The second time he hilted, he whispered, "It's nice to give in and become a pet, isn't it? Lift your hips a bit, alright...?"

She did so, raising her butt and letting him sit comfortably on her butt. He was about to pull his cock out of her a second time, all the way to the tip, when he was interrupted. He cooed gently as he felt a sudden force on his rear. Fluttershy had raised her long slender legs up without him noticing and wrapped them around his body, locking her ankles behind him. He couldn't pull out anymore, not with her locked ankles holding him in. He shuddered when he felt her thighs tighten on either side, easing his cock back into her pussy. He only had himself to blame for this rebellious act: she was responding to his naughty words on a deeper level than he could have even guessed.

"Hnnn... S-Sorry, Fluttershy, I won't try to pull out again... I'll keep my stiff cock deep inside you until I cum, I promise."

As Fluttershy drove his dick back into her, he shuddered... Up until now her pussy had just trembled around him, but it had begun gripping his penis, tightening around him as she grew more wanton. He drove deeper and she trembled when he found her cervix, his cock grinding up against it roughly. A few seconds of that was all it took for the beautiful girl to suddenly begin shuddering from head to toe, a little unprepared wail escaping her mouth. Fluttershy wasn't just enjoying his touch, she was apparently a quickshot, too, orgasming just from a little thing like the touch of his cock. Even Rarity looked surprised!

"Mm? Fluttershy, you came so fast... You're already becoming a pervert," said Dusk, giving her a cheeky little grin.

She blushed and laced her fingers in his hair, drawing him in.

"I can't help it... And you're a bully, so... So kiss me again." She drew him in close, silencing him with her wet lips. Locking lips with Dusk felt too good for words.

"Mmmn... Take responsibility for me... You made me like this," she huffed a moment later as she unplastered her slippery mouth from his.

He smacked his lips as he broke off the kiss as well. Fluttershy's tongue was so soft and creamy, he couldn't get enough of it. "Oooh, I did, did I? Should I creampie you right now, then?"

His legs splayed out on the waterproof mattress as he changed his thrusting angle, grinding her cervix from the other side of her pussy. She shuddered, her legs soon joining his in becoming fully stretched out, toes curling. Quickshot Fluttershy looked like she might already be cumming again, her pleasure-wired hot-to-trot bod not able to take his cock's thrusts one bit.

"Not yee- Hahn!" she mewled, hunching her hips up at him. She felt happy as she orgasmed a second time. Being a pervert like this felt good.

Her womb's opening was ready to receive him. Even if he'd wanted to hold off another moment, he wouldn't have been able to, so as he listened to her erotic moans, he began thrusting into her over and over. His forceful thrusts drove her over a third time as he finished as well, sperm rushing inside of her. There was so much semen shooting into Fluttershy that her insides were overflowing, and it soon formed a white seal around his thick penis. His seed gushed out of her and flowed down her thick butt.

He drew his cock out of the sperm-drenched cutie and took a second to look her in the eye... Fluttershy's mouth looked like it was stuck permanently open, her tongue lewdly quivering through the open orifice. Her eyes were rolled back, looking up at the ceiling... For a second, it was hard to imagine this was really the face of the innocent girl he and Rarity had spent the last few hours together with, trying on dresses and enjoying her companionship.

Her words, "You made me like this," came to mind as he looked down at the shamelessly-pleasured girl before him. He raised himself up off of her body, peeling their sweaty frames apart and removing his cock from inside of her. It dangled over the entrance to her pussy for a moment as he considered going back inside her...

But then he felt soft, dainty fingers close around his shaft and he heard Rarity's voice in his ear. "Give her a moment. Come take a shower with me, instead."

---

When she joined them in the shower later, Fluttershy was one dazed and confused little sweetheart. Dusk seemed to be the only solid thing in her world at that moment, so she held on tightly and buried her face in his chest. She gave Rarity a genuine smile as she held onto her man.

"Thankyou for inviting me over, Rarity... Dusk, umm... He turned out to be..."

"Rough, darling? I believe rough is the word you're looking for."

Fluttershy blushed and nodded, which prompted Rarity to give the boy a smack on his behind. "You overdid it, you naughty boy!"

"Oh no! I didn't mean it as a bad thing... I'm sure he doesn't have any control over when it happens. It just happens. But... Mr Dusk is really good with girls, isn't he?"

He slipped an arm around both of the girls, drawing them in. Their soft breasts were smothered against his front. "It's my special gift, you know."

Fluttershy looked up at him with big, dark eyes. She wanted to continue serving this male and bringing him lots of pleasure. “Did it feel good, sir?”

“Yeah, it was great... But... It might feel even better with some different outfits, you know...”

“A-Aaaayn...”

Fluttershy had found him. She’d found the man of her dreams, or more like the man in her dreams, and she would be content doing nothing but sating his urges from now on. She wanted him to control her.

“Fluttershy, you haven’t done this with anyone else before, have you?”

“O-Of course not... You’re the only one, so... So you’d better be grateful!”

Once they were all dried off from the shower, Dusk and Rarity laid in bed together while Fluttershy was busy in the next room over. She’d been provided with the naughtiest outfit yet and was mentally preparing herself to slip into it. While they waited, the pair snuggled, the man’s strong arm was around Rarity’s shoulder, drawing her into his chest.

When Fluttershy entered, the two both did a sharp intake of breath, overwhelming by the sexy vision before them. The pony was crawling on her hands and knees, head lowered, cheeks pink and body flushed. Her body, from her hips to her shoulders, didn’t have a stitch of clothing on it. All the pegasi wore was a pair of tight black gloves, naughty heel-boots and a headband with long, floppy bunny-ears. She put her hands on the end of the bed and peered nervously over it, before raising her hands in front of her face and twitching her little nose. Those sumptuous, fat breasts being totally lewd and out in the open a few inches down set the cuteness of the whole scene askew slightly. “Auuhmm... H-Hop hop. I’m a bunny~ I’m...”

She faltered, and Dusk took the opportunity to place a hand on her head, gently running his fingers through her hair, petting her. At first it felt awkward, but then the rhythmic motion of his hand running back and forth, massaging her scalp, began to have a profound effect on Fluttershy. She closed her eyes and parted her lips in a slight smile. “Say it, Fluttershy.”

“Uuuu... I’m....” She took a deep breath, then opened her eyes and glanced at his big, throbbing cock.

“Eek! You’re even harder than before!” It was true. Her man’s shaft was standing roughly upright, more than ready to bully their female bodies all over again. Rarity looked stunned: perhaps she’d never seen him that stiff either!

“Ooh, I wonder why that could be...”

She blushed, able to feel her pussy beginning to get wet again. “I’m... I’m Master’s pet. I... I’m very happy to belong to him and his hard, dark penis...”

After an admission like that, there was no going back. Her lovemaking for the rest of the day was particularly frantic.

Rainbow Dash

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Rainbow Dash’s Morning

5:00 AM: Awaken to blaring of alarm clock on bedside table. Close hand firmly around alarm clock and hurl directly at wall. Feel the faintest twinge of pleasure as it emits the delightful whine of gears running down.

5:05 AM: Rub one out before you get outta bed, shifting through a variety of really lazy erotic scenarios in your head. Whatever gets you there. Curl your toes and cum without a hint of grace or femininity.

5:10 AM: While holding your head one-handed, gingerly shift to a sitting position on the edge of your lonely bed, accidentally knocking over the stack of Daring Do books you keep on your bedside table. Let your sculpted calves hang off the side, but wince and draw them back when your toes graze against the ice-cold floor.

The pony with the multi-coloured hair’s svelte, light-skinned curves were wrapped up in panties and a tight fitting singlet. She’d been much too tired to take either off last night right before flopping into bed.

Scratch your tummy and yawn.

5:12 AM: Continue to sit, blinking bleary eyes around the room as you wait for the cobwebs to clear. Shift this way and that on the bed, the sensual muscles tightly winding about your frame gracefully obeying every motion. In this way, come to life.

Think of the gold.

A sudden flash of memory cleared her mind suddenly: last year’s Equestria Games. Rainbow Dash and her team had taken the silver medal in the Aerial Relay, after she’d been inched out at the finish line by Spitfire. The thought made her stomach churn. She glanced at the self-same silver medal hanging on her wall and felt another flash of irritation.

Fuck silver medals.

Wake up, Rainbow Dash. Get that body moving. Come on, you lazy bitch! Don’t slip an inch or you’ll fall behind. Keep on training, keep on refining this perfect figure. Be the best.

She threw the sheets off and leapt out of bed, as alert and awake as a shark that had just smelled blood.

5:15 AM: Shower!

5:30 AM: Hot puffs of steam escaped the bathroom as Rainbow Dash flung the shower door open. One long, slinky thigh stretched out of the doorway, planting toes (and a wet footprint) on the fluffy cloud underfoot moments before RBD stepped out into the hall. A large, fluffy white towel was now wrapped around her waist and her hair, leaving her chest completely bare. She glanced down at her bee-stings thoughtfully, splaying her fingers out over her breasts and mooshing the fat between ‘em. Nope, still nothing~ How could there be anything up there? Any tits that had been meant for her had obviously been stolen by two particular fat-asses by the name of Rarity and Fluttershy. She snorted as she walked to the kitchen and made herself a cup of coffee, bringing it to the window and leaning out, resting her elbows on the windowsill.

From her floating home, Rainbow Dash could oversee all of Ponyville. She took a sip of her morning coffee, savouring the warmth, then eyeballed Rarity’s house on the horizon. Setting her cup down gently, RBD held up thumb and forefinger, lining Rarity’s home between them, then gave a naughty cackle as she squeezed them together. A moment later and she did the same thing with Fluttershy’s, grinning as she mentally crushed both her busty friend’s houses to splinters.

That would be soooo awesome~

5:45 Eat a healthy, balanced breakfast of six egg yolks in a glass. Not quite her favourite part of the day! At least she could eat as much of Pinkie’s cooking as she wanted on the weekend.

5:55 AM: Fit your juicy, broad flanks into your biggest pair of track pants. Face away from the mirror while you do it, so you can catch the shelf of your gobsmacking bubble booty on your pants and just bounce it, getting off on how good you look. Pull on your comfiest hoody. Make sure that hood is pulled allll tha way up, son, it’s cold out.

5:59 AM: Open the door and leap off the front steps off your home, sailing out into thin air just in time to see the morning sun beginning to rise in the distance. Spread your wings and fly.

6:00 AM: Git gains.

---

It wasn’t until much later in the day that that particular stalwart, weather-controlling pegasus returned home. The sun had risen all the way to the top of the sky and a booming singing voice echoed through the rooftops of Ponyville.

“When it comes to disaster, she’s always abreast! When it comes to gusto, she’s got plenty of zeeest!”

As the speeding blur on the skyline blazed a direct trail for Rainbow Dash’s home, a sudden, powerful gust of wind hit the doorway, blasting it wide open and almost tearing it clean off its hinges. The rainbow-coloured streak zipped through the open doorway, hit the marble floor and began skidding to a halt.

“She’s totally one you’ll want undressed... Even though she has a small chest!”

With a squeaking sound like tires right after slamming on the brakes, Rainbow Dash skidded to a stop, raising one foot up and planting it on the couch. She threw her arms in the air and turned her face up to the ceiling.

“And that’s... Why... I’m... Da... Beeeeesssssss’!”

Rainbow threw herself onto her couch with a contented sigh, dropping the brown paper bags that had previously filled her arms. She thrust her arm into one immediately, crinkling the material and drawing out a pink-iced donut which she contentedly began munching on. Hmmm. Verse 32 of “Rainbow Dash Is The Best,” seemed to have turned out pretty decent! She just needed to really pin down the middle bit and she’d be on to a winner for sure.

She was halfway through her delicious donut when she suddenly remembered she’d forgotten to check the mail. It was totally uncool that her mailbox was located on the ground, approximately 200 feet below her cloud-borne house, but that’s the price you gotta pay when you’re a celebrity. So she tucked the last piece of the sugary sweet between her chompers and tumbled back out of her house, turning elegantly through the air as she slid down from on-high to down-below. RBD wafted to the ground light as a feather and turned her attention to the mailbox.

Now what is this, she thought to herself as she opened her mailbox and found a single, weathered scroll inside. She unfurled it gently, reading the note in silence!

Howdy y’all,

I reckon you and your friends are searching hard for that Applejack mare, and rightly so! She’s got to be just about the most intelligent and highly-capable pony round these parts! Not to mention, as Ponyville’s #1 Proprietor of Fine, Juicy, Delicious Sweet Apple Acres apples, she’s always got the townsfolk lining up for a frothy, delicious mug of cider when cider season rolls around, and they’d do anything to get her back! So if you ever want to see her again, come to the barn at the rear of Sweet Apple Acres by noon today!

Don’t tell anyone about this here letter! And come alone!

Sincerely, Bucky Appleton

Rainbow read the note from start to finish, then she read it again just to be sure she hadn’t gone crazy. What... What was the meaning of this? Had Applejack finally come back to them, only totally bonkers now? This was a poor attempt at subterfuge, an Applejack trademark, but why even bother with it? AJ could’ve just told them she was back and they’d have graciously welcomed her back into the fold. Well, what was left of the fold, anyway. Twilight had been in Canterlot for over a month now, and she barely saw Fluttershy and Rarity at all these days!

That left her and Pinkie, and while Pinkie-Pie was “helping” her in her search, that particular mare’s practises were both esoteric and eclectic, involving bizarre methods like talking to birds, visiting ancient caves and taking hundreds of swamp water samples, just to name a few. Rainbow was sure she was working towards some eventual goal, but until Pinkie produced results, she felt more alone in her search than ever.

She shrugged and tucked the note under her arm, flying back up to her house.

Wait a second... Maybe this was Applebloom’s idea of a joke? Maybe she’d fly out there, just to find that little cute-as-a-button filly grinning impishly up at her? Well, either way she’d better check it out, even if it was just to give that naughty kid a stern telling off for playing pranks on her elders.

Rainbow Dash headed back home, packed a few things and prepared to leave when she suddenly crinkled her nose. “Damn, what is it in here that smells like a filly in heat?”

She took a few more sniffs, then let out a defeated, “Oh...”

Rainbow had been so caught up in this letter that in her confusion she’d totally forgotten to get out of her workout clothes! She didn’t waste a second in dropping her track pants with a happy little sigh, hoodie joining them a moment later. Lastly, panties and bra hit the ground before she took a step towards the shower. At that moment in time, Dashy was one full-flavoured pony, her body dripping with the exertions of a hard day’s exercise, warm sweat rolling down the perfect curve of her ass. She sure could use a scrub to wash all that accumulated grime and filth off of her sculpted bod, but did she have the time? Didn’t she have to be out the door right this second? She rolled her tongue over her lips, then decided to chance it, figuring Applejack wouldn’t mind a li’l musk. Knowing how that horny pony got around the village’s men after a hard day’s manual labour, if AJ complained, all Rainbow would have to do is take a seat on her face for a few minutes until that protesting died down. Then she’d have a mare in heat on her hands, but at least it’d be better than the alternative!

A few minutes later, Rainbow had a tight pair of black spats plastered to her rear, a pair of comfortable sneakers on her feet and a tight white shirt tugged down over her modest chest. She stepped out onto the clouds lining her doorstep, hopped over a rainbow, and took off for Sweet Apple Acres.

---

It was just a few minutes past 11:45 when Rainbow Dash touched down on the grass outside the Apple family’s barnhouse. She took a deep breath, and then pushed open the front door, walking into the gloom within.

She spent the next few moments carefully assessing her surroundings for any clue as to the nature of Applejack’s condition, but she’d hardly needed to! Applejack had already chosen to make herself known.

The mare whose disappearance had driven the five of her friends into such a frenzied search was leaning against a wooden beam at the back of the barn. She looked like she might be having some trouble standing: her knees were bent slightly and both her arms were thrown behind her, clutching the firm wood.

Rainbow let out a cry when she saw her. "Applejack! There you are! I shoulda known you’d come back to us, Twilight was such a nerd for getting us all... uUm... AJApplejack?”

Applejack was slow to respond, and when she raised her eyes to look at Rainbow, the pegasi could see why! The blonde looked like she was half in-heat already, even before even the slightest smidgen of soft tomboy posterior to her face. The pony-turned-slavegirl's large, bumpy tongue was all the way out, hanging almost down to her breasts and glistening with ample saliva. Her eyes were glassy and unfocused, like her mind was somewhere else entirely. Rainbow might not remember the look in her friend's eye, but she did remember her body.

Applejack's upper body was still the same sculpted perfection Rainbow remembered. Her time as a pet for her new master hadn't ruined her physique one bit: even the slightest of movements caused sinister shifting of the powerful muscles under her skin, belying her strength. If anything, she had even more free time now to work out and look good for him!

She was wearing a red halter-top so tight that each breast looked like it was being milked, melons lifted slightly and plastered across her chest. With the way her boobs were being cupped, the material dipped between them almost like a wired bra, making her heavy tits look even larger and more lewd!

But while plenty of Ponyville's women had large, soft breasts a man could get lost in, nobody had a body like Applejack's. Her real crowning achievement was just a few inches south, where her top ended, leaving her obscene belly completely, justifiably bare. You bet your Sweet-Apple ass she wanted to show it off!

Her stomach was renowned in Ponyville as able to wreck lesser men. Stallion or filly, it didn't matter, one glance tumwards would bring out a lust for muscled women that would leave one a gibbering mess, whimpering for a single touch of perfection!

While Rainbow's body had been cultivated on the track, Applejack had cut her figure on the farm, shouldering the field-plowing, apple-picking burdens of a dozen ponies with nothing but a smile and an eager shake of her derriere. She had a six-pack that had to be seen to be believed. Rather than taking it too far, she had a natural, soft look: a single indented line ran up the pony's middle, flanked by defined abdominals that shifted under the skin with slight movements. She had the perfect female six-pack, soft to the touch, but able to be tightened into a mass hard as bricks. Below that, she sported a perfectly-defined pelvic muscle, giving her that sensual "V"-shape that drove women wild!

Applejack's firm, toned bubble booty had been forced against its will into a tight, black pair of leather pants with lots of hoops and buckles. There were rips and tears up and down the material as if her muscular thighs and calves had just been too much for it! One located right on her upper thigh granted a vision of Heaven, the glory of that sun-kissed brown buttcheek on full display.

She slid her tongue back in her mouth, unstuck herself from the wooden beam, and began to move towards Rainbow Dash with a seductive sway in her step. "Well howdy, sugarcube."

"Applejack! You're alright!" said Rainbow Dash, relief flooding her face, before it turned to a frown. "If you were here and safe this whole time, why didn't you tell us? We, uh, I mean the others... were worried sick about you!"

"Tweren't time yet, Rainbow. I was just gettin' settled in to my new lifestyle and hooey was it worth it!"

Applejack covered the distance between the two of them, walking over to Rainbow’s side with an exaggerated kick in her wide, wide hips. She softly placed a hand on Rainbow's shoulder, moving around behind the other girl. "You don't know what you're missin' out on, li'l miss filly.

"Well, uh, why don't you try me!" said Rainbow. "What have you been doing? Were you kidnapped by that man you told us about? The one you, uh, did those things with?"

"Matter a'fact, yes, Rainbow. I been spending a lot of time on my knees lately, let me tell you. Mmm, the first time I pulled out his package and laid eyes on it, I just about couldn't keep mah hands to m'self! Mmm, you gotta see it to believe it!" She was energetically pumping Rainbow Dash's shoulders now, huffing heatedly in the other girl's ear. "Jus' thinking about it has me in a tizzy right now, so big and dark and hard, mm-mm. He musta had "eating" more girls than just us, he's got a touch like you wouldn't believe. You don't get a dick like that without feeding it plenty of fillies beforehand."

"Wow... That's... rather interesting!" huffed Rainbow Dash, her breath coming in quick pants. "Not like I'm curious, but, hmm... So he's your boyfriend now? Why didn't he let you contact us?"

"Boyfriend. Master. Owner. Take yer pick. And he just weren't ready to meet you jus' yet, he wanted to get to grips with Rarity and Fluttershy first-hand. I helped with the particulars where'n I could, but there's only so much he really needed from me in the end. Those two cross-eyed maries as good as buried their snouts in that heavy nutsack all on their own, Rainbow. Loved every second of it."

"Rarity and Fluttershy are in on this too?"

"You bet your boots. Sometimes when I think I'm just about gonna go insane from how tasty and creamy his hot spunk is, I'll pass it off to one of 'em to take a breather. We can keep it going back and forth for a while, mmmn..."

Rainbow Dash's legs quivered as she listened to all the foul talk coming out of Applejack's mouth. "That's so nasty... It's like you're just toys!"

"Ain't nasty one bit! Maybe if it were some other stallion it might be, but Dusk's just takin' what's his." Applejack gave her chops a feisty lashing with her large tongue.

Applejack's breasts pressed into Rainbow's back. "You gotta feel his hand on the back of your head, sugarcube. It's a rush like no other. I... I might even like it more than bitin' into a sweet, juicy apple!"

Rainbow faltered. What was going on here...? It was getting hard to think now, but was Applejack seducing her? Dull-as-dishwater, apple-apple-apple-apple-apple Applejack putting the moves on someone?

No, that wasn't it at all. If Applejack had been making up a story about her studly boyfriend, her role as the Element of Honesty and her natural inability to lie and cheat would've made it as hard as heavenly possible, she wouldn't have made it through more than a few sentences without furtive glances, eye-twitches and sweat rolling down her forehead. What Applejack was telling her now was the stone-cold truth, and t'aint no two ways 'bout it neither!

"He must really be something..." Rainbow Dash found herself forced to admit, and Applejack nodded excitedly.

Applejack was eager to persuade Rainbow Dash into coming home with her, but in case that didn't work, she was simultaneously trying to force her into it. She laid a hand on Rainbow Dash's rear, gently massaging the flesh where the tight latex was clinging to her thighs - ready to be wedged between those soft, pale cheeks before the afternoon was over.

"We could really use an Element of Loyalty around to keep our heads straight, you know. I lost count of how many times we end up bickerin' over who gets next ride on his pole," Applejack sighed.

She ran the fingers of one hand right there Rainbow Dash’s hair, gripping her scalp, then drew the pony in for a deep, sizzling kiss.

"Ah, wait, Applejack, let's talk about this!" Rainbow whimpered, before being taken in for the kiss. She struggled lightly in Applejack's grip for a moment, before her resistance began to slowly melt out her burning ears. Before long she had forgotten all about the task at hand and was leaning back into AJ, lips locked with the other girl.

Rainbow was totally overwhelmed! It certainly wasn't the first time she'd done stuff like this with Applejack, but never like this! Under these circumstances. Behind closed doors, she'd eagerly whine to have her pussy filled or her bee-stings lashed at by tongues, but in the middle of the day, in a spot where people could just walk past... She looked ready to have a panic attack!

She vaguely remembered some male who lived on Sweet Apple Acres who, seeing her being taken advantage of like this, would have stepped in and protected her right about now. He would kept her chastity and purity safe, but... He was so foggy and indistinct in her mind, she could barely remember him at all. Although, she thought, maybe a white knight like that who kept women safe from perversion really didn't have a place here. She was such a naughty girl, after all, who did so many perverted things, he'd probably have just assumed this was what she wanted all along. As soon as that naughty thought bubbled to the surface, she forgot all about her concerns. She could just feel good right now, there'd be plenty of time to bring Applejack around in just a moment. Just a little bit longer.

"Hahn... Applejack, that's good."

Applejack's fingers interlocked with her partner sweetly, then lifted the girl's arms above her head.

"Stay!" she commanded the frazzled thing, lifting her top up before she could protest. Up, up went the shirt, coming off a little bit at a time.

"Just hold on. Patience!" she consoled Rainbow Dash, planting a gentle kiss on her exposed armpit before tugging it the rest of the way off. The shirt clung to the girl's head for a moment, and when she could see again she was topless!

With Rainbow's pale breasts out in the open, Applejack wasted no time in gripping them super tight, twisting her nipples and rubbing up and down her chest. "Mmmn, such a cute little chest. Master can play with these for hours'n'hours."

"Ahh, Applejack... I need a kiss from Applejack to, mmn, calm me down..."

RBD leaned back into Applejack's firm, commanding hands, tilting her head back to kiss the other girl full on the lips, coyly sliding her tongue into AJ's mouth. Anything to find some salvation from the throbbing in her pussy!

"I bet one look at these and he'll wanna take you straight to bed, sugarcube!"

Rainbow was fully captivated now. She lost control at those words, squirming senselessly in Applejack's grip. She kicked her hips, thrusting her pussy at thin air, pressing her chest into the other girl's hands. "Mmmm, that sounds so good. I always got picked first for sports teams, why should it be any different here? I want it! I want it!"

"Calm down a mite, you wild pony in heat. Master's on his way here now, I just needed to make sure you didn't do anything silly-like. I reckon I know what you need right now."

At hearing that Applejack's boyfriend was on his way here now, some faint memory stirred in Rainbow Dash's mind. She began to protest again, but Applejack stopped her in mid-sentence, slipping her lots of tongue with a wet kiss. It seemed to go on forever- the strong cowgal wanted to make sure that when their lips parted, Rainbow Dash would have a glazed, docile expression!

Rainbow Dash turned to face Applejack, her small pale breasts smooshed against the other girl's large, brown ones. Pink and brown nipples met in the centre, rubbing together and making both pet-girls whine and gasp. "Don't stop kissing me," whispered Rainbow Dash in Applejack's ear, situating her hands on AJ's waist at first, then giving in to the temptation to grip the naughty gal's huge hips instead. She took a firm grasp on those childrearing curves. She gently pushed Applejack back until the apple farmer's rear hit a spare apple cart resting in a corner of the barn. She laid her down in it, then climbed in after her, mounting her dark-skinned, dusky partner. Soon the two were frantically and needily kissing and tonguing, hands roving all over each other's lewd forms.

As the two perverts enjoyed each other's mouths, gentle feminine motions began to make the cart rock back and forth. All an onlooker would be able to see was Rainbow's upthrust rear, gently wiggling from side to side, spats plastered to its curves, disappearing up the crack of her booty. Her plump mound was just barely visible there between her thick thighs. All you could see of Applejack was her feet sticking out from under that perfect bubble butt. She was stretching her toes in orgasmic bliss, grinding her heel up and down the side of the cart in time with her illicit moans.

“Applejack! You do work fast,” teased an all-too-familiar voice. Rainbow Dash immediately rolled off of her friend, laying in the apple cart beside her, both women staring up at the man standing over them. Applejack with a grin, Rainbow with an obvious hint of fear.

He laid a hand on the apple cart, inching forwards. His face was handsome, arms firm and hands powerful-looking. His shirt seemed to be barely keeping in the figure underneath. "Why don't you two hop out of there and come say hello?" he asked.

Her pink-hued eyes scanned his frame and she shivered just a bit. A guy like this, giving her that sort of look... It was like she was being rewarded for some kind of good behavior. Maybe this was her reward for all that time spent struggling and working out, all that time forcing a smile as she accepted her silver (ugh) medals. The apple cart tipped as she shifted her weight, letting out a squeaky giggle as she slipped out.

"Rainbow Dash~"

She thrust her hand out to his. Her slender fingers, touched by few others, drew his eye... Moments before he snapped them up with his large, calloused fingers. She would be able to tell right away how strong he was, and how much power he was holding back when he gently squeezed her hand.

"Very nice to meet you, Miss Dash," he said in that deep voice of his.

He shifted his grip, turning it from simply holding her hand to stroking up and down it. He turned back to Applejack and said, "So, you two do this sort of thing often?"

Applejack just blushed. Rainbow licked her lips as she had her hand squeezed, another warm giggle slipping past those lips of hers. Her mind was almost totally gone at this point.

He suddenly leaned into her, pressing the gorgeous little girl with the love-doll body against one of the support struts of the barn. She sought purchase in the wooden beam, fingers fanning out, knees bending slightly as she looked up at him, eyes wide, a little frown on her face. "So, are the rumours true after all?"

She'd had little chance to react to his sudden and rather aggressive motion, leaving her pinned against the wall as loomed over her. She'd bite her lip as his face was near hers, her heart suddenly jumping a beat or two as she found herself more excited than scared. He could easily overpower her with Applejack's help, potentially causing her slender frame some harm, whether it was with his hands or the monstrous shaft that he must've been hiding within those pants.

Rainbow turned her head, giving him a snide look. “Rumours! I dunno anything about any stupid rumours! Like what sort of rumours?”

“Oh, you know, like how you only like girls.”

“Psshh, yeah right. I like a sticky, hot, dripping cock as much as the next filly,” she said, unable to help herself from arching an eyebrow, giving him a flirty little smile. Wait, Rainbow Dash, what are you saying to this pervert? You have to get out of here and warn Twilight!

His ears perked up at that. He was quickly falling for this naughty, flirting gal and her charms. Her fame, beauty, talent and charisma was on an entirely different level to the other girls he'd encountered so. There were few men who considered themselves worthy to even be near them, let alone do what he wanted to do. He saw that perfect form, those soft breasts, and those bright eyes, and it made his cock ache with the want to have her wrapped around him and feeling her insides dragging against her shaft.

He slipped an arm around her hip, just above her bubble butt, and dragged her in, slapping their crotches together suddenly, putting his hot male centre against the entrance to her womb. He held her there as he smiled down at her. "Mmhm, is that so? Once you've had a taste of mine, there's no going back, though. You won't want to try other men anymore."

Her eyes glimmered when he wrapped his arm around her, only to shine with a beam of delight upon feeling his crotch rubbing against her own, pushing her spats against her tender, moistening skin. She'd already guessed he was hung like a stallion, but that still hadn't prepared her for actually feeling that throbbing cock against her thighs. It felt so big and heavy! Just right for stuffing a world-class athlete. The woman other men were intimidated by was about to get her legs forced apart by this hunky, naughty male.

She reached up, tracing her fingernails along his chest as she felt her level of excitement grow twofold. Her body pushed against his in response, meeting his every motion with her own lustful grind.

With not even an inch between them, she'd rock her hips up against him, working her body in a teasing, lustful way whilst her hands gripped onto him. If the lusty look in her eyes didn't say enough, and the bite of her lip didn't show enough, it was clear she wanted that strong cock of his. She could only imagine how it must feel within her. The swelling monster of a shaft just had to feel more than amazing.

A light exhale slipped past her lips, her eyes locked onto his while a devious grin formed. "Is that so? I can be preeeetty persistent if there's something I want, you know!" she said, chewing on her pretty lip ever so lightly.

"You'll have to be. You're pretty small..."

"And it's durn big," said Applejack, licking her lips.

"I'm sure I'll fit," said Rainbow, obvious conviction in that squeaky voice of hers that added layers of adorableness to her rather slutty body language.

He gripped her spats with thumb and forefinger gingerly, taking his sweet time peeling them off her rear, exposing her rump to whoever wanted to look. She'd feel the chill of the cool air on her exposed rear as he pulled them down all the way. She had goose bumps running down her tender skin as she felt his hands wander her ass, immediately followed by his hand slapping into her body, gripping her asscheeks firmly. She shuddered. They had a nice, fat little jiggle to them. He rolled his hand in circles as he pinched it between his big fingers. "Mmmn, Rainbow Dash's booty..."

A lot of people could have walked past the barn right then, but it didn't factor in when they were both horny animals in heat, sexual creatures who'd wanted each other's bodies within moments of seeing each other. While she'd been going through her internal debate, he'd been going through one much the same, knowing he needed this little hussy right now, he needed to fuck her till his dick gave out!

He took her hand and placed it on the front of his pants, letting her feel for herself what she was getting into. While he bulged and pressed against her hand, she'd let her fingertips run up and down his pants, her nails scratching at the fabric as she listened to his words.
"I wanna slip you some bare cock so bad."

"Mm, don't you worry about that! You're gonna get your chance!" she said, letting out a light, high pitched giggle before her thumb and index finger won their battle with his belt and button. She'd slip his zipper down and expose him a bit whilst her hand pushed into his pants. Her cool, soft fingers ran along his member while she gripped it, softly squeezing as she leaned up and gasped lightly against his neck.

Her laughter rang through the barn as she was fondled and, of course, returned the fondling. As she licked at his skin with a lap of her wet tongue, she pulled back and grinned up at him. "I want your dick~" she enticed him, that squeak and soft crack in her voice showing just how bad she wanted a fat cock in her pony cunt.

It was exactly the kick he needed to get that hot, horny cock fired up and ready to make a sticky hot mess on this cutie's face. With those little breathy huffs and whiny lilts, she sounded more like she should be asking her daddy for more sweets, not to get rammed full of his shaft!

When they both fished him out, she could see he was painfully erect, thick veins twitching along the shaft of his member. The head was turgid, a blunt battering ram that needed cooling down with some sporty-gal pussy. "Mmn... It's extra hard 'cause of you. I've got an ache for Rainbow Dash that's real bad. I'm going crazy over your tiny gal body."

He placed a hand on top of her head, firmly and insistently forcing her down onto her knees. He couldn't wait another second to get inside of her.

She'd gasp, her knees already weak. She couldn't resist for more than a second as she felt his large hand atop her head, rubbing against that signature multicolor hair of hers. He brought her down to eye level with his hard, dark pole, rubbing it on her cheek and leaving a trail of sticky precum along her face. It looked like it'd leave her throat stretched, raw and burning. Yummy.

"You're going to suck my cock now, hon. You're going to put it all in your mouth. You're going to worship this dick I brought all the way here, just for you. It's Rainbow Dash's prize cock."

Every word he said just made her drip a bit more, as if he was turning a faucet one degree at a time as every lewd comment slipped past those lips of his. Her frame looked so tiny compared to his, especially being at the perfect height now for his cock to bounce against her pale skin.

He locked eyes with her as she looked up at him. "There's a good girl. Touch it. Mmm."

Her eyes looked up to him, those lashes fluttering a few times like wings while she gave him the cutest, widest eyes she could. Her hands gripped his shaft, one around the middle and the other at the base. Both of them jacked him off slowly, back and forth. She didn't break eye contact, her pink orbs locked onto his as she jacked off that meaty shaft that pulsed so heavily in her palms. She knew exactly how to milk men in record time. She knew how to get her eyes, juicy lips and rosy-red cheeks blasted with cum, until her painted face was dripping semen.

The pretty gal closed her hands around the shaft, taking charge of the situation with a skill he hadn't expected at all. Other girls had recoiled their grip the first time they'd touched his cock, complaining it was "too stiff" or that it hurt their fingers to grip it, but she didn't even seem to register the stinging sensations on her palms and fingertips. Or maybe she was used to them.

"Look into my eyes. Don't look away when you rest that heavy dick on your tongue. Stare up at me as you suck my cock." As she began to stroke him off with her silky grip, he arched his back a little, but still kept his eyes locked on hers. He loved that little smoldering, submissive look she had going on.

She'd part those shining lips of hers and take the head of his member into her mouth, letting him push into that wet, saliva-soaked hole of hers. Her tongue lapped at his cock, pushing against the pumping veins that fed the beast that immense blood supply that it needed to keep solid. Finally, her eyes closed as she lowered her head and began to bob back and forth upon that big cock. It parted her lips wide, yet didn't stretch them. With a squeeze of the hand and a twist of the neck, she'd stroke and jack him off while she sucked the big dick expertly.

He groaned aloud as she swallowed him up, lips parting generously around his shaft, plump dick-pillows biting into his meat. He began to thrust roughly into Rainbow's mouth, knowing a naughty gal like her could handle it.

Those luscious lips parted a bit wider, letting that fat shaft pump in and out of her mouth as slurps and a squish or two filled the room. As she got her face stuffed, her eyes opened as she looked up to him, locking once more while he remained within that warm, wet little cockhole.

Her body relaxed as she rest upon her knees, sitting that plump rear of hers upon her heels. Her hands stroked him, working and milking that massive rod with such a soft grip. She'd trace her fingertips all along his skin, gripping as best she could without a single complaint. That swollen snake filled her hands, causing her a bit of trouble to grip around it entirely.

As her mouth bobbed upon his cock, spit would run down the side of her chin, running down her neck while he rocked against her slutty mouth. She pushed forward, letting him slide deeper into her mouth until his head started pushing against the back of her throat. Further and further she went, letting his cock bend a bit and slide down more. Before he knew it, her lips were gliding towards his base as she deepthroated the meaty member, suddenly swallowing hard repeatedly. Such motions would squeeze around his dick, milking him like no other.

Like a good little girl should, she was milking a man's large, hard dick expertly, forcing him to cum even if he didn't want to. Cumming felt good, so why not wring as much semen out of men as possible?

Her eyes remained open, staring up at him as she refused to look away. His cock pulsed and throbbed, twitched and thumped against her tongue as the head beat against the back of her throat. She let out muffled moans of pleasure as he stuffed his shaft into her face.

Dusk let out a cry, losing control finally! He surrendered to her soft, lapping tongue and extremely strong throat muscles, his balls tightening up against his shaft. His nuts jolted, releasing the first shot into her throat, pouring semen into Rainbow's beautiful body. Her body shuddered once more in pleasure as he came, feeling him swell up and almost choke her while he dumped a few shots of his sticky, milky, creamy semen down her throat.

Before she could even get a chance to cough, he drew back, the tip emerging from her mouth with a pop!, and aimed the twitching shaft right at her face. He was painting her face in his messy cum. She got to watch those huge balls tighten again as he released a volley onto her face, splattering the wealthy speedster's beautiful features with rich, virile swimmers, recklessly splashing his seed around her face. She'd finally close her eyes, tilting her head back and letting him splash his cream all over her pretty skin, soaking her lips with his potent baby batter. Her eyes opened once more, lashes doused in semen.

Only when he'd finished cumming, leaving her face a gummed-up mess with semen all over her chin and on her lips, did he push his cock back into her mouth. Her lips parted again, letting him push his cock into them whilst her tongue lapped upon his member, licking the excess cum off and swallowing it down with a soft gulp and a loud giggle that filled the room. "Mmn... You're good at that. Ponyville gals know exactly how to pleasure a man."

"You're not so bad yourself!" she said sweetly, looking up to him with a large load splattered across her face.

“I can give you more... All you have to do is be mine.”

She gulped at that commanding tone. “I... I can’t. I have to stop this, you’re out of control! I have to save my friends, even if that did feel sooo good...”

“Mmm? But they’re so much happier this way. Applejack, Fluttershy and Rarity all want to be by my side. Why would you take something from your friends that they love so much, Rainbow?”

She faltered, eyes flitting to Applejack. The earth pony just nodded and grinned. “I ain’t never felt better, eeyup.”

“Aren’t you the Element of Loyalty? If you go to Twilight, you’ll be leaving them here all alone. Rainbow, why don’t you stay right here by your friend’s sides. Help them see the light and help them escape from me, mm?”

Rainbow eased back off of her knees, tumbling back against a hay bale. The Pony was fully naked now except for her sneakers.

She spread her legs, pushing a finger into her pussy, stirring her dripping hole. “Nnn. It’s getting harder to think! I’ll... I’ll let my pussy decide. Come and help me make a decision with my pussy, right now!”

Dusk clucked his tongue as he looked down at the sticky, hot slit between her thighs peeking up at him... She was spreading her hot little hole for him, inviting him to come and have a taste. He couldn't help getting hard again, that large cock between his thighs standing at attention almost instantly.

"Rainbow," he said in a rough voice, resting his hands on her thighs, firmly spreading them even wider. "All your friends want you around all the time. Why would you deny them your company?"

RBD pretended to look abashed, but at the corners of her mouth, her full lips were curling up. Her well toned, well curved legs spread for him easily, keeping her pretty, tight little pussy in full view for him.

He peeled her pussy back with a thumb, pinning her lip to her thigh. She let out a moan as he took her lip and pressed it to the side. She was awfully sensitive. "It's so red inside..."

"I want to believe you, mister, I really do, but I just need sooo much persuading! I'm just the worst kind of girl like that, I never get enough to satisfy me. You might just have to keep stuffing your thing in me until I get the picture." As she said so, her hand drifted to her bare belly, right where her womb was. "Maybe you should mark me as your property with a big, potent load of cum." She was fighting hard to keep the husk out of her voice and the devilish smile off her lips.

He let out a guttural groan at that, one which made her grin. Now this little fox was practically begging for it! She wanted him to paint the insides of her belly with plenty of his semen, and he wasn't one to say no.

He put his hands around her ankles, lifting them up and together, locking her sneakers together. She let out a single "Eep!" as he grabbed her ankles, but at the same time let him do whatever he wanted. With her feet held together over her head, he shifted his grip to hold both with just one hand.

She looked trussed up, her back stretched out along the floor, her pussy and rump exposed to him. His free hand hovered over it teasingly, tracing her curves. Her rounded ass shivered when he touched her. She cried out again when his hand came down on her fleshy rump with a firm slap, leaving a bright-red handprint on her rear.

At this point the spank was one part pain, nine parts pleasure. She got visibly wetter after the smack, her ass wiggling and jerking around. After she finished wiggling, her hands snaked down, going above her round thighs and arriving at her pussy. She spread it wide, showing him how wet she was. "Look, Dusky. My pussy can't be sated just from spanking. It only made it wetter, and more cock-hungry. You can see it right?"

He could have smacked her bottom all day long, but that wouldn't be enough for either of these sex junkies. They both needed his cock deep inside her, and they needed it right now. He pressed his fingertips together and slid them inside of her, stirring her nicely as he tugged his pants the rest of the way off. His guided one of her hands to his shaft, making sure her fingers were wrapped tightly around it as he lined her pussy up.

"Your friends can't be saved, Rainbow Dash. But at least they'll be happier having you by their side. You'll all be happier that way. If you don't believe, just feel how happy I can make you, right here and now." She almost didn't hear him: with her fingers around that hot, twitching cock, Rainbow was solely focused on pressing the tip of his cock to her pussy and feeding it inside, where it could do some real good. He let go of her legs and planted both hands on the floor on either side of her as he sunk his shaft into the newest addition to the harem.

The very last ebbs of Rainbow's resistance was soon replaced with her heated panting as their locked-together bodies rocked in time on the floor of Applejack's barn. Rainbow's arms were laced around Dusk's shoulders, her tongue worming in his mouth, lady-pony moans echoing around the barn.

And through the whole thing, Applejack sat back on a hay bale, and watched the two lovers going at it with a satisfied smile on her face. She'd done as good a day's work here just now than she ever had out in the apple orchard.

Rainbow was quickly coming to love the feeling of his fat cock, especially when he fed it so roughly into her sticky, hot hole. She bit her lip and looked up, looping her long legs around his shoulders as he fed his cock in. It didn't matter how long she moaned, there was always more cock to feed into her. It fit like a key in a lock, covering every space and getting held tight in her wet pussy. She could feel every inch gliding through her hand and into her pussy, every vein and tendon in the fat cock. "Oh fuck oh fuck... Mmmmmn!"

"That's it," he cooed in her ear, "There's no need to "save" anyone anymore. You're among friends now, Rainbow."

He hunkered down over her, climbing up onto his own desk, forcing her knees back into her breasts as he hooked his arms under her legs. He growled in her ear as he let out his semen, flooding her pussy with hot, sticky gunk. She arched her back, stars flashing past her ears. Oh Celestia, that felt so good!

Rainbow Dash was just coming down from her high, when she felt the familiar touch of Applejack on the back of her head, tousling her hair. "Not bad at all, sugarcube. I'll feel a lot safer with you around, protecting us all from Mister Dusk from here on out."

Rainbow nodded sleepily, already considering taking a nap in the sunlight. She held two fingertips to her eyes, then pointed them at Dusk. "M'watching you. And don't... nmmm... Don't you forget it, dipwad."

Applejack chuckled as Rainbow slowly curled up into a ball, then began wiggling out of her pants. “Ready for round three, bucko? I worked up a mighty appetite watchin’ you two fornicate like that.”

Once they were inside, the two girls immediately clamored for him, smothering their breasts right on the male's chest! "Let's find somewhere to get to it already!" said Rainbow Dash, getting straight to the point.

They both looked breathtakingly beautiful and deliriously sexy.

Watching those wide hips wiggling their way through the house was like something out of a fairy tale. He'd never been more grateful for his special powers than now, having been able to experience a non-stop whirlwind of sex that just seemed to get better and better every day. He watched Applejack move, those thighs so massive and luscious there wasn't even a hint of a gap between them, it was just firm, smooth flesh from top to bottom. Spreading her legs would involve peeling that mighty lower half apart, all while she flushed and moaned. Goodness, just thinking about it...

Soon, the three of them were in the lounge, where Applejack was on the couch, bouncing up and down in excitement. The effect the motion had on her chest was simply too sweet for words. It was like watching two beachballs bobbing in the ocean. The sight of her soft, jostling body was way too good.

Rainbow Dash must have caught him looking on, as she folded her arms over her chest dismissively. "Hey! Are you forgetting who the most awesomely horny and sexy pony here is? You should be staring at me!" Taking a deep breath, he turned back to Rainbow Dash, just in time for her to step up close and run a finger across his chest.

She drew circles on his muscles, grinning ear to ear. " Just say the word, you know? We can ditch the apple-bucker and be outta here in a flash!" She pinched his cheek, drawing the skin out slightly. " You've got the most radical mare in Ponyville all to yourself, and you wanna unload anywhere else? Talk about dull!"

“Mm, come on, play nice,” he laughed, leading her into the living room to join Applejack. She guided him to the couch in the living room, where the three were soon comfortably collapsed. No sleeping was going to be taking place, however! Just some sex-drenched debauchery, like always.

Dusk was so overwhelmed with the twin curvy, fertile visages filling up the house with their warmth that as soon as he was in, he didn't was any time approaching and mounting Applejack. He collapsed onto the beauty with a gasp, her body pliable and firm under him, her muscles resilient. When he collapsed onto her, she let out the most incredibly sensual cry/sigh of female arousal, welcoming him fully and eagerly.

One of his hands ended up on the swell of her left breast, while the other ravenously grabbed her hip, inching her jeans down her curves and giving him an eyeful of what she had on underneath: a tiny yellow thong so brief her plump, juicy labia weren't even fully covered. Her hand went to the back of his head, gently cupping it. "Mmm, so sudden... Not that I mind at all."

Rainbow Dash couldn't help but grin, giving him a slap right on his butt. "Look at you! You're just raring for it, aren't you! I reckon we need to treat this guy's sex addiction!"

"What in tarnation would we treat it with?"

"I dunno... Sex?"

He began to explore that massive luscious tit, and when Dashy smacked him his hand just tightened its grip even more firmly. He gave a more intentional squeeze to the glorious breast in his hand, his touches to her fat fucking tit encouraging a lewd, extremely perverted moan emerged from the throat of the pony, instantly changing the mood. Her hips bucked up at him, her legs unconsciously spread, and she arched her back, pushing her tightly-clad breast up into his hand.

"Oooh! That's good!" huffed Applejack in his ear. With her back on the arm of the couch, she was in just the right position to slide one foot onto the floor, spreading those plump thighs slowly for him. Her other leg ran down the length of the couch, toes glanced against the cushions as she got comfy underneath him. Her eyes were shining as she unbuttoned her jeans and got them all the way off and onto the floor, where they were gonna stay for the rest of the day.

A moment later and he heard the "fwoomph" of Rainbow Dash landing on the couch behind him, resting her perky tits on his back and pushing him insistently down onto her friend. "You just came and you're acting like you're so backed up you're gonna pop! How can one guy be so hungry for pussy?"

"I reckon this pig won't even be happy till every mare in Equestria is his personal cum-dumpster," echoed Applejack. He shriveled a bit under their smirking gazes. Even mind-controlled and "subservient", these two were a handful!

The hard, dreamy body beneath him had his member throbbing in no time. He settled pleasantly down into Applejack as she shifted her weight, and a moment later Dashy was pressed against his back as well, creating a soft sandwich of girl-body that neatly surrounded him.

“Well, why don't we see if you two can keep me satisfied, then?” Leaning forward, he pressed his face to her covered breasts, aiming for where he assumed her unoccupied nipple was, kissing and suckling at it through the layers of fabric. As Applejack shifted her body and panted from his attention, Dusk became a bit more greedy, groping her other tit and letting his fingers sink deep into the pliant flesh.

It wasn't a dream, it was the cold hard truth that these two beauties with their 10/10 faces and bodies are here exclusively for his use, waiting to satisfy his every whim and every urge. They came here to satisfy his cock, receive his cream and take him to Heaven by any means necessary. As he helped Applejack out of her clothes, she didn't balk or cry or even protest... She just lifted her butt, actively helping him undress her, revealing the extremely plump mound of her fat, wanton little sex-hole. It was throbbing needily for his cock, and the want it was expressing was reflected in her face. Her beautiful eyes were pinched half-shut, her tongue was sliding wetly in and out of her mouth, her breath escaping in hot little pants.

"Maybe we should use a rubber this time..." she began in a soft voice, which made Rainbow Dash giggle behind them. The other girl had hooked her fingers in his shorts and was working them off of his rear, undressing their boy from the waist down. His fat cock tumbled out and Applejack instantly regret her previous words.

"Oh fuck. Fuck. Nevermind, I plump forgot what we were dealing with... May I please have it raw, sugarcube?" she asked, spreading her legs, peeling her pussy open for him with her fingers. "In here, please."

He gripped the base of his shaft and pressed the tip to her spread folds. “Okay, let’s do it.”

He started rubbing it around a bit, both to enjoy the feeling of her body and to provide some lubrication, since he hasn’t had time to produce any of his own. He didn't need a lot, though, especially since he'd be adding something else to help soon, and he pressed forwards, squeezing his cock-tip into her and slowly exhaling a feverishly hot breath. He'd soon feel feminine hands trailing down his shoulders, lacing together behind his neck, then her ankles doing the same behind his butt. When her feet locked together around his soft bottom, he'd be most firmly locked in with little Applejack. The sheer greediness of Applejack’s pussy was an amazing thing to poor Dusk. He’s had sex before, sure, but never with someone whose folds were so damned determined to get him bottomed out inside of them in no-time-flat. He couldn't help but grin like an idiot, letting out a bit of a breathy moan as he realized what he was in for.

He was helpfully broken from it by Dashy bouncing on his back. He didn't want to just blow his load the second he was buried in AJ's pussy to the hilt! Taking a deep breath, he couldn't help but moan again when she bucked, pulling the last few inches into her. He rolled his hips, slipping back just a touch before pumping right back into her from the pressure of her ankles. It’s not what he had planned, but her clamp-like hold is gonna make keeping a rhythm easier than he thought! He pushed back again and let her pull him into her, letting out a small grunt when he impacted. It was a hot little thrusting motion that had him doing his best not to explode inside her already.

Her pink, soft hole was greedily sucking at him, all other thoughts cast aside at her opportunity to get her pussy used by a rough and ravenous male. She kissed him with all her passion, lips meeting his with earnest desire for him, and worked her slick hips a little more furiously, moaning into his mouth every time he touched off on her cervix.

"Mmmn, sure am glad this is our little secret," she huffed.

"A whole lotta folks sure would be mad at me if they found out... I shouldn't be doing it at all, but mmmmm, I couldn't not help my good friend Dusky out! So please, hnnnh, use my pussy. Use it as much and as long as you need to. We'll both be yer semen dumps for as long and as many times as you need us to be."

She rotated her hips in a circle, touching the edges of his shaft with her sticky, prickly insides. She was really doing her best to make him cum! "Just... Mmmmn, let it all out!" she groaned, flushing and biting her lip.

He panted as she started to roll her hips in that naughty way, letting him feel every inch of her inner walls. “…You’re so amazing.”

"How is he?" asked Rainbow Dash. Beside the rutting couple, she was wriggling out of her shorts almost casually, tossing them over the back of the couch. She stirred a finger in her pussy as she waited.

"Good! He's good!"

"Real good? Good form and all that?" asked the rainbow-haired beauty with a flip of her hair.

"Mmmn! Really really really good!" moaned back AJ, getting super close to her own release.

Lust-filled and eager, Dusk was the perfect counterpart to Applejack, his pace quickening and resolve hardened to live this experience to its fullest. When her lips suddenly pressed into his, he returned the kiss with passion, his raging shaft throbbing larger for a brief moment each time that she moaned into his mouth.

He'd meant for her to cum first, but when Dashy asked about his performance, and Applejack talked him up so much… He suddenly began to rut as deep as he could manage, balls pulsing and tensing up closer to his body. With a few more of these suddenly ragged thrusts, he pounded into her as far as he can and cried out. His eyes clenched shut and he greedily cupped and squeezed one of her giant tits.

It was a pretty clear indicator of what was happening. After a moment of pause his cock began to twitch and churn, firing one gush after another of his cum deep into her waiting pussy. He held out longer than his own expectations, but this high he was riding had him floating in the clouds.

Applejack groaned as she felt the first hot shots of his semen rushing into her. The farmhand whined like a bitch in heat, accepting every last drop of his load and shuddering with own fevered release. She held him tightly as she rode out every last wave of her own orgasm. When the two were done, they were laying close together, arms wrapped around each other. Both were shuddering, shivering, eyes closed and breathing into each other's mouths.

It wasn't long before Rainbow Dash broke the perfect silence, leaning over them with her hands on her hips. "I hope you're not done," she said plainly.

Panting and trying to regain focus, Dusk relished the plush, warm body of Applejack beneath him. She'd made the most exhilarating noises as he came, squeezing him like a vice in response and gushing in her own way all the while. But as he tried to clear his mind and focus on the girl beneath him, Dashy piped up.

He glanced over his shoulder. There she was, just as nude as them. Her cute chest and firm muscles were on display, but her hips and ass took centre stage, framing her already teased and eager mons and lips with perfection. He took a few heated breaths and turned back to look at Applejack, smiling and giving her a peck on the lips before pushing his way back, slipping himself free of her still gently quivering grasp. His cock was dripping two different people's cum, but still throbbing and hot, a form of endurance he’d discovered before by accident. Though continued use could be almost painfully sensitive, it was worth the risk to provide for the girls as they provided for him.

Rainbow Dash had been watching over the two of them while they were going at it like wild animals on the couch, quietly seated on the far end while she waited for her best buddy to tag her in, and it hadn't been easy! She'd been sitting back there, touching her chest, pinching her nipples, sinking teeth into those sticky, wet lips... She was positively overflowing with enthusiasm! As soon as he unsheathed himself from Applejack's obscene lower body, he was being pulled off of her by the strong girl.

He barely got to feel AJ's tongue earnestly, hungrily thrusting back at his own, savouring his taste like a rare delicacy, before he was drawn off of her and had Rainbow Dash's slippery member take its place. She kissed him with even more energy and greediness, her lust having had plenty of time to boil and bubble over. He let her pull him down onto her, quickly embracing it and kissing her back just as passionately.

As Rainbow Dash lowered his defenses with her silky-soft kisses, she untangled him from Applejack's grasping hands. Even post-coitally, her need to cling to her mate was strong and Rainbow Dash found herself having to peel the other girl's fingers off of him one by one just to get a shot at the object of their mutual affections. They weren't normally this greedy, but their pussies were in-control and their brains were on auto-pilot.

Even though Rainbow Dash should've been giving her full attention to Dusk right now, one little detail stuck out to her: He'd just dumped a piping-hot load of his genetic material, raw and unprotected, inside her best friend's sticky, wanton pussy. As she filled her hands and the space between her thighs with his body, she couldn't help but wanna ask what he had in store for them... She ripped her gazed from those twitching lips stuffed with white goop and met Dusk's eyes directly. "Mm. We'll have your babies if you're not careful, guy~ I bet you didn't even think of that, did you?"

She drew circles on his chest and gave him a sly grin. "Did you really think either of us were the kind of girls to be on contraception? I mean, AJ uses condoms and I've got my fitness routine to worry about, so you're pretty much basically taking advantage of us, you know!"

Applejack groaned and stirred the seed filling her sticky pussy. He was treated to an unforgettable sight: all the frothy white stuff oozing out of her was quickly pushed inside by her dainty fingers, the girl wanting nothing more than the feeling of it packing her womb. She was a pervert. Looking back at Rainbow Dash, he'd realize she obviously wasn't any better.

"How about it... Are you really gonna bareback me all over again? You're really that naughty?" she was grinning as she said it. Even if his cock had been considering flagging, the almost tangible energy pouring into him from her body remedied the situation immediately and then some.

Letting his eyes flicker open, he looks at Dashy as she pulls away and listens to what she has to say, gulping again when she mentions babies. Breathing a bit harder, he considers this as she goes over the situation, realizing that it was true, he may already have pumped enough cum into AJ to get her knocked up, whether he’d intended to or not. He looks over just in time to see her greedily stuffing even more of it back inside herself and isn’t sure what to think.

Did he want them to have his babies? It wouldn’t be the worst outcome, he supposed, even if he moved forward the same way with Rainbow Dash. Four gorgeous friends wanting to do whatever they could for him sexually, sticking around with him because they were carrying his kids? And he had to admit, Applejack doing that was surprisingly hot… And he didn't mind the look of pregnant girls.

If Applejack was a pervert, and Rainbow Dash likely was too…why shouldn’t he join in on the fun? So he looked back at her, a smile steadily spreading across his face and nods. “You girls are here for me, doing this to help, and from the looks of it, it’s what AJ wanted, and it seems like you do too. So who am I to say no?” He winked and dove forward, jamming his tongue into her mouth and bringing his hands to her hips to give the wide shapes a nice, firm squeeze before roaming further back to those glorious glutes.

If any girl he'd ever met had the body of a maternal goddess, it would be Rainbow Dash... Her ass was so large he couldn't even link his fingers together behind her incredible, hentai-sized hips, but at least he could get some decent purchase on her booty for deep-angled thrusting.

She laughed again and closed her fingers around his penis, gasping at the way his and AJ's fluids dripped between her fingers. He out a half-surprised huff when her fingers wrap around his cock. "What a filthy penis this is, mmmn..." she teased, squeezing it. She gave it a little shake, staining the nice couch. Oops.

She shifted her grip on it so her hand was skirting along the bottom, fingertips gently grazing his nutsack. She danced her digits over the tender underside, while planting her thumb on the top of the shaft. She guided it forwards, naughtily peeling her fuckhole with the fingers of her other hand. She fed him firmly inside, making his cock feel extra-welcome in its new snug little hiding place. Rainbow Dash groaned against as she did it, burying her face in his shoulder and letting out a slutty gasp. As soon as the wet sound of her inner folds peeling open to accept him filled the air, she shucked her hips forward, driving the first four inches all the way inside at once!

"Ooohn! Ooh! You feel so stiff again already... It must've turned you on so much imagining the two of us laden with your brats, hmm~? So if it'll help you relax, please take all that sperm you've so thoughtfully made for us and place it inside our pussies... We're both here to accept every last drop."

"... Every last drop~" moaned Applejack on the other end of the couch. She was in just the right position to place a dainty set of toes on his rear and push down, forcing him a little deeper inside of her friend. Her splendid little giggles teased his ears as she willed his cock to make full use of Rainbow Dash's pussy.

With that encouragement, he was more than happy to provide! So again, he shifted his feet, readying to thrust… Applejack forcing him even deeper caused another moan to pour past his lips.

He watched as she expertly guided his tip to meet her folds. He considered adding to the situation with a bit of a thrust, but then she was suddenly leaning into his shoulder and shoving her own hips towards him, pulling around half of his cock into her all at once, making him gasp in time with her own exhalation.

“You girls are more eager than I could have imagined... I’ll give you as much cum as you want,” he said softly.

He got a firm grip on her hips before pulling back and thrusting the rest of the way into Dashy’s tight sex, trembling a bit and digging his fingers into her ass in the process. Underneath him, Dashy's big bare ass seemed to fill up the whole couch. She shifted underneath him, her giddy movements bringing her needy lower body up to meet his thrusts over and over again. Applejack, sated for the moment, watched with a smile as he made love to her friend, overflowing with happiness at seeing their young, gorgeous male friend having the time of his life. She had to just about stop herself from drooling every time she saw that hard, masculine body driving forwards, his muscles taut and his butt clenched as he splitting Rainbow Dash's puffy peach... AJ was soon running two fingers up and down her pussy, touching her outer lips as she watched.

"As much cum as we want... Ooooh, as much cum as we want..." she gasped, fingers gliding back and forth along her slit. She'd be looking at him like he was a big old milk-tank if he wasn't careful!

Hearing Applejack still murmuring to herself behind him, Dusk began to glance over in her direction, which turned out to be quite a bad idea! It was Rainbow Time right now. He was going to make another rainboom in her pussy and that was it. Applejack wouldn't get to have any of his attention until Rainbow was fully done and satisfied.

She expressed her very obvious displeasure with a powerful leg-lock that used all her fitness training all at once! He might have a vague sensation of being trapped when he saw those legs rising into the air on either side, but once those ankles were locked together around his rear, there was simply no escape. She drove him in, forcing her male partner to hilt, and husked in his ear, "Don't let her distract you. Focus on me, alright?"

He wasn't surprised in the least when her legs suddenly wrapped around him much more ferociously than AJ’s earlier work, letting her pull him in as tightly as can be managed. She pressed firmly down on his rear. "Fuck me until you cum inside. Do it. Do me~" It was the last coherent thing she was gonna be able to say for a while.

Each thrust made her feel a little more crazy, a little more like a babbling, heated hen who could only think about cocks. With his instructions clearer than ever, she finally stopped trying to avoid it and succumbed, focusing on the size and shape of his penis, letting it consume her thoughts. Higher-brain functions ceased and her tongue began to loll lewdly. "Uuuuu..."

He listened to her full request, then was soon back to thrusting hard and deep. It was easy to pound into her with full force, her legs providing more leverage than he could have managed on his own, and letting him focus mostly on pulling away from her as much as possible before he was shoved at full speed back inside.

This keeps up long enough that he has time to notice her mentally drifting away, tongue beginning to hang from her mouth as he rutted her like the animal the girls seemed to think he is. It only spurred him on, his balls tingling and throbbing with heat as they seem to be readying themselves as fast as they can for round 3. His grip tightened on her hefty asscheeks as he did his best to stay on this rigorous pace that’s been set. He couldn't think of anything but painting her walls the same white as Applejack's currently dripping pussy, filling her with the cum she’d begged him to provide.

All in all, it’s not surprising that under all of this attention he did last all that long, two orgasms already behind him and another now coming to fore. So as she made those adorably sexy noises of utter mental collapse, he rutted his hardest yet and began to let out little yelps of desire, balls pulling taut to his body and the first gush pouring out as he hilted fully into her eager, clamping pussy.

"Cum in me, cum in me, cum in me, cum in me, cum in me, cummmm!" she gushed in his ear, holding him tightly, burying her face in his neck. Her little nibblers found his flesh and she bit him firmly while he was busy pouring his semen into her. She left what will no doubt blossom into a bright-red hicky in time. Applejack saw it and smiled mischievously at the thought of marking their man: by the end of today, he'd probably have a matching set.

Then she gasped as she saw what a whore Rainbow Dash was being! She watched the other girl flailing and crying out as she ground on him, groaning in relief at the sheer pleasure of receiving his load and having all that hot, rich, yummy semen pumped into her womb. She held him tightly and arched her back, then collapsed back onto the couch in a sweaty mess.

Ten minutes later, the trio were sitting together without a stitch of clothing on any of them. Dusk was in the middle of course, one thick sex goddess on either side. Both girls had a leg thrown over him, their knees meeting on top of his thighs, making a little enclosure for his cock that had just enough space for one each of their hands. As those diligent fingers fluttered up and down the pole that had tamed them so capably, they took turns kissing him, warmly passing his tongue from one mouth to another, making sure he was always occupied with something.

"So... So masculine..." gasped AJ in his ear while he was tasting the inside of Rainbow Dash's mouth.

"Mmm, not bad at all... You all calmed down now, stud?" asked Rainbow Dash when Applejack was busy finally satisfying her curiosity, bending down to taste his penis, wrapping her lips around it for a second.

She soon popped it free and placed a hand on his chest. "Ahh, that's right. Hope you're happy now after you creampied us both so thoroughly, mmm, sir..."

---

And with that, that perverted young hypnotist had ensnared every last girl in the small town of Ponyville he'd ever wanted... But little did he realize, one party-loving pony had been spying on him for some time, and she'd soon be forcing her way into his life.

Pinkie Pie

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Since Fluttershy and Rainbow Dash had joined Dusk’s ever-growing harem, effectively ending the search for him, life had been plenty relaxed for the perverse penis rutting around Ponyville. With Twilight not yet having returned from Canterlot, and Pinkie operating under some otherworldly logic far beyond him, Dusk felt much more free to enjoy day-to-day life. He could even walk around town without fear of harassment!

Which was what he was doing this very afternoon, on his way to the Carousel Boutique. Rarity had told him she had a special surprise planned, but he never would have guessed how special!

Rarity met him at the door, leading him inside with a delighted grin, followed by a gobsmacking kiss that left the stallion trembling. She held his shirt with both hands, digging her fingers into the fabric as she passionately made love to his mouth with her’s, hard enough to draw stares from passing ponies! With a wink, she quickly hustled him inside, laughing to herself as she slammed the door shut.

"Now up to the bedroom with you! The girls and I will be with you shortly!" she said, which was how Dusk soon found himself sitting on the sheets of Rarity’s bed.

A few minutes passed before the door opened a crack. A beautiful, smiling pony with endless pink hair stuck her head in the room, peered at him, then grinned ear to ear! Pinkie Pie's heat-addled senses flared up immediately at the slightest hint of cock, and she followed her nose, letting herself into the room. "Mmmm, what smells so good?!"

She had wide hips and a sizable bust from her love of lots and lots of sweets. Her plump lips were drawn in a broad smile as she approached him, taking more whiffs of his body. Pinkie’s juicy, thick curves were hemmed in right now with a beautiful yellow sundress that fit her bust like a second skin. Her body smelled absolutely sensational, tickling his nostrils with sweet scents of cinnamon and sugarcakes, irritating the heavy cock that was steadily rising up between his thighs.

As she saw him getting stiff, she couldn't help but roll her tongue over her lips. Oh yeah! That had definitely been cock she'd scented earlier! The smell of it now was making her crazy!

"I'm Pinkie Pie, Ponyville's party pony and pastry..." She paused for a moment to try and find something else starting with "P", but her hyperactive brain gave up, at the insistence of her equally hyperactive pussy. "...Baker! I can't wait to get to know you!"

"I work at Sugarcube Corner! It's the best place in town for cakes and cookies and donuts and all sorts of sweet stuff! And you, you cutie-patootie," she said in a sing-song voice, approaching the bed. She whipped her sundress off over her head and stood over him completely nude, except for her sandals. As she spread her plump pussy with her fingers, he could see it was drenched.

"You get a taste of the sweetest thing we have, on the house!" Pinkie Pie sat on his lap suddenly, planting a very thick thigh on either side of his body, lacing her fingers behind his head. She pulled him face-first into her chest, letting him get a good, long whiff of her hormones.

While he was busy getting nice and cozy with her breasts, instantly chewing and sucking her large, puffy nipples, she was getting him out of his pants, tugging them away from his shaft, wrapping her hand around it, and...!

What. A. Cock.

Pinkie had been up and down Ponyville night'n'day for the last year, bouncing on, riding on, sucking on, spinning on, twisting her hips on, just 'bout every dang darn thing you could do with a dick, and she'd never seen one this hefty, or this raunchy-smelling! Put simply, this cutie she was straddling had the fattest, meanest-looking penis she'd ever seen, with a big head and a steel-hard shaft that looked like it could break brick! It'd indent her rubbery, stretchy belly, it'd wrap her slippery breeding-hole around him like a second skin, stretching her to her absolute limits. Best of all was that huge nutsack below his shaft. Those swinging seedpods would bloat her womb with the sheer volume of semen he'd be pumping into her!

Pinkie Pie stared at this cock of the gods, drooling over it.

"You want to fuck me with that scrumptious cock and give my eggs a good whisking? Go for it!" Pinkie said happily. She ground her puffy, inflamed pussy against his colossal head, back and forth until it popped between her labia and sunk into her. The party girl had been stuffed with plenty of dick in her time, but this monster made her feel like a fresh virgin while it stretched her out.

"Oooooh, wowie!" she said, rolling her hips up and down to slurp up more of Dusk's hefty cock with her pussy.

Dusk was left speechless as Pinkie gyrated her shamelessly broad flanks back and forth over the tip of his sticky-hot cock. He shuddered, letting out a gasp at the unfamiliar sensations... His lower body and his hands went crazy, legs tensing up, then stretching out across the floor. His back arched, hands pawing at the bed. As more and more of Dusk's cock disappeared into Pinkie's pussy, he began to get a firmer grip on the gorgeous, big-breasted filly, his face naturally guided between her cleavage as she sat in his lap. He buried his face among her tits, holding her ass tightly as he suckled on a nipple... All while continuing to stir up her naughty sex-hole with his fat dick.

"Mmmn... I think I can do that, yeah..." Dusk buried his face in her chest, seconds away from nutting a sticky, hot load right up her hot snatch.

She moaned out loud when his incredibly thick cock bumped up against her cervix, wrapping her arms around his head and pulling him against her fat cow tits. Her mouth was hanging open and her tongue lolling out while her eyes beaded with tears. Her heat was sure to be taken care of now with those taut, heavy balls emptying right inside her here.

He arched his back, letting out an amazingly strangled, needy cry as his sperm rushed into her womb, saturating every last inch of it, drenching the tip of his own cock in his seed.

For any normal male, that might’ve been the end of things, but Pinkie wasn’t going to let him get tuckered out that easily! She had plenty more fun planned for today. He was snuggled up with her on the bed when he suddenly heard the door creaking open and Rarity hissed, “Pinkiiiieee!”

“Ooh, right, the thingy!” said Pinkie, excitedly leaping off of him.

With a waggle of her finger, she called, “Wait right here, mister!”, then rushed off to get changed.

After a few moments of sitting quietly, Dusk was startled as Pinkie Pie suddenly tumbled back into the room, tugging on a bright-pink, fuck-me latex bodysuit.

“I noticed a while back you were putting together a super-fun harem, but it looked like you were all having so much fun I didn’t wanna interrupt!.”

She paused as she tugged the latex up over her big, soft breasts, reaching back to do the zipper up. Soon, it was stretched taut over her heavy breasts and juicy, fat curves. “But then I thought, “Waaaiiit a minute! Doesn’t this guy know I’m Ponyville’s number one party planner? Which goes, like, DOUBLE for gangbang harem sex parties? Not that we have too many of those, you’re kind of a special case! Ya big stud!”

“But still, I was really concerned you hadn’t really hit your stride as far as getting the maximum amount of hardcore rumpy-pumpy done, so I immediately dropped what I was doing and planned the best afternoon evvv~vvver! You’re gonna be super-duper amazed!”

She stuck her fingers in her mouth and whistled, and a cavalcade of brightly-coloured female figures began pouring into the room. Fluttershy, Applejack, Rarity and Rainbow Dash collapsed all over each other in their rush for the bed, gathering around him with Pinkie. Each of the women was wearing a latex body-suit in her personal colours, with very noticeable zippers running down the front. They went all the way to their pussies, no doubt for easy access!

Fluttershy entered the room first, her maternal curves clad in light pinks and yellows, with a big green bow in her hair. Her huge, honkable tits entered the room a good 2-3 seconds before the rest of her, Dusk’s tongue unconsciously easing out of his mouth as he watched them sway gently with her movements. Her pink lips seemed to practically throb where they poked out from under her finely-scented hair, promising to be soft, gentle pillows for anything Dusk wanted to heft onto them today. The cutie had the figure of a big-breasted love doll. Aside from her wide hips and thick thighs, the animal-lover was almost rail thin, a healthy exercise routine of jogging and lots of yogurt leaving her without an ounce of fat anywhere... Well, except for the obvious places! It was like her mouth bypassed her stomach entirely and connected right to her tits and ass!

Next was Rainbow Dash. her boyish curves clad in a hot-blue skintight latex bodysuit that seemed painted on the perfectly spherical globes of her ass and her flat chest, leaving nothing to the imagination. It gripped her like a second skin.

Rarity was third, pausing at the door to plant one hand behind her neck and the other on her hip, posing glamorously. The plump beauty looked as thick and juicy as ever, her white bodysuit keeping in her hefty milkers and those hips that easily rivalled Floots for thickness. Heaven help him if those hefty breasts ever tanked up with milk, he’d never be able to drink it all. Whereas Pinkie and a few of the others still looked plenty youthful, Rarity was every part the pudgy, soft milf, with mature eyes, a pointed nose and full, voluptuous lips.

Lastly, Applejack brought up the rear, resting her elbows on the doorframe and giving him a cocky grin in a bright orange bodysuit. Her toned frame filled it nicely, abs and back muscles more clearly outlined than ever. She seemed to notice it too: he was able to see her shift nervously in the revealing outfit, the tough, muscular girl clearly none too comfortable with their choice of attire.

“Looks like the gang’s all here, now. We’re gonna be makin’ you one very lucky boy today, Sugarcube.”

“Yeah, like, totally!” gasped Rainbow breathlessly. “Ten... Uhh... Thirteen... Lots of holes, all for one pole? Talk about one spoilt guy!”

Fluttershy squeaked, placing both hands on her enormous butt. Her rear suddenly felt defenseless, her tight little butthole clenching. “Ahh... F-Fourteen is enough, right? I mean, um, if that’s okay...” she trailed off.

One by one, they gathered in front of him, each of them lost in admiring how the others looked with their curves plastered in latex. They were lined up, just waiting to be touched and fondled. All that tit. All that hip. No man could possibly resist, no man would ever want to.

Once Pinkie had joined them, the five girls all dropped to their knees in front of him. She grinned at the ladies on either side of her winningly, then wasted no time in gripping that hard, plump shaft of his, hefting it with a practised touch. “Ladies! We’re gonna show this dick what happens when you come to Ponyville and bully its womenfolk! By the time we’re done here today, Dusk’s dick is gonna be so sore he won’t ever want to get another erection again!”

The other girls were torn between laughing and cheering as she got down to business. Pinkie knew exactly how to work a cock, every one of these pervs did! As she began to jack him off sensuously, all five of them opened their mouths, showing off their hot, sticky, ready gullets to him.

All of their hypnotically large asses were swaying from side to side in giddy enthusiasm. The girls nipped at the air around his penis, glancing it with their mouths, but not quite sucking him off juuust yet. They wanted him to get nice and worked up!

"So whaddaya think? Can I be in your harem too, Mister?"

Dusk had been getting more and more confused since he’d turned up here, but now he finally felt caught up with current events. “Yeah... You're all mine now. I'm going to fuck each and every one of you until you can't even think straight anymore."

He stepped forward, and the blunt, bulbous head of that cock pressed firmly into Pinkie's cheek. "Starting with you.”

There was only one response to such an incredibly raw display of overwhelming masculine power, and they all experienced it: all five of those pussies started to get incredibly wet, ready to be dug into by that strong, thick stud cock!

Pinkied cooed gently as that fat, throbbing head rubbed against her face, coating her in his spunk. It pressed so firmly into her it made her cheek ache, and soon she’d her tongue out to sensuously roll over the tip, tasting it. The way her tongue slid over the tip of his immense cock to taste the lewd, leaking pre-splooge was almost too much for him!

Pinkie's curves looked even bigger in a bodysuit, her soft chest stretching the outfit far beyond what was reasonable. The slightest motion made her massive tits bounce like bumper cars. Her huge hips were like a fertility goddess, like every force of nature had conspired to give her the perfect child-having body. That went for all of them. None of these women, not even Dashie, were what you'd describe as skinny. They all had the figures of prime breeders.

Fluttershy chewed her lip as she watched Pinkie lashing her tongue over the head of his penis. “L-Lucky... He’s so big, I don’t wanna wait to suck it. M-Maybe I can throw myself on his mercy...”

Applejack moaned, her hand trailing over the plump mound between her thighs. "Mmm, he ain’t got nothin’ like that. There's only thing he has we can throw ourselves on, and it's pointed right at Pinkie. You’ll get your turn, Sugarcube. I reckon we all will before the day’s done. Prob’ly more’n once, if I know Dusky here!"

Rainbow Dash squeezed up behind Applejack, massaging her shoulders. "He better! You don’t put five horny mares in the same room if there ain’t enough sperm to go round!”

“Ladies... Pinkie organized this little foray, she’ll be the first to get it, as the self-proclaimed ringleader of this quintet of mischief. But don’t worry, I’ll be putting it inside all your tight, fat little pussies soon enough. You're all far too curvy not to!"

As his hand settled upon the back of Pinkie's head, he guided her face forward, hips pressing the tip of that immense dong against those lips. He forced her lips to part and that length began to slide in nice and slow. The musky, masculine taste of his prick would flood her senses, and induce a sort of hypnosis that would surely grow to infect her mind. "Nnnngghhhh... C'mon, Pinkie. Suck it with gusto, mm? Earn the pussyful I'm going to give you."

"Ooooh," gasped Pinkie as the quivering tip of his behemoth, drooling cock came closer and closer to her mouth and then... She was silenced! His turgid pole was slammed between her wet, puckered lips, drawing a great, perverse moan from the pony on her knees. As soon as it was between those pink lips, a change came over the pony, her long lashes suddenly batting down, her cheeks hollowing, lips pursing... But most of all, she thrust her head forwards with all her strength, pushing every single inch she could take deep inside her body, tightening her throat around him like she was a disposable sex toy. Tears not of sadness, but of exertion rolled down her cheeks, smearing her make-up as she sucked his cock with every fibre of her being.

He could feel those wet lips gliding along his cock, and it made him hiss hungrily as he watched Pinkie literally slam her lips down against the length of that immense, monster cock of his pulsing deep within her throat. This cum-guzzling semen demon's switch had been flipped and now she'd latched onto his cock like she'd never let go!

Earn a pussyful? She'd earn a dozen. A hundred.

His bliss was suddenly interrupted as he felt a colossal pair of white-clad tits smooshed against his back. "I can't wait to see you stick it in them all, Dusk. I’m ever so pleased to have front-row seats to the fuck-a-thon."

His arm snaked back to snatch the white-clad Rarity around her waist, tugging her to his side. His fingers snatched the zipper of her latex bodysuit and tugged it downward, allowing that immense swell of creamy pale titty flesh to spill forth from within.

"Oh, you're too funny, Rarity," he remarked to her mockingly, as his hand snatched one of those heaving tits. Rarity cried out in alarm, but made no effort to prevent him freeing those tits that sat high and proud on her chest despite their incredible weight.His mouth sealed against the top portion of the flesh he could get ahold of, suckling firmly at the ivory skin of one of those heavy tits. To taste-test her so callously! This man was already handling them like they were all toys: Rarity knew if anyone could really make slaves of them all, it was him. She was anxious to see it happen.

"You're not getting front row seats. You're going to be apart of the show."

Rarity knew there was only one way this could end: a big, fat booty stack, all the girls mounted on top of one another, presenting a vertical line of pussies for him to dig into as much and as often as they all wanted. Mm. She laced a hand around his neck and held his lips to her tit. "That’s not such a bad idea! But you know I prefer to be centre-stage, darling!”

Dusk and Rarity both grinned at the other three, as he said, "Come on. All of you. Get over here. We're going to have lots of fun tonight."

The others could barely believe how quickly he’d taken control of the situation! That was their master for you.

"You heard the man," said Applejack, tugging down the front zipper of her bodysuit and rubbing her breasts on the other side of Dusk's body, opposite from Rarity.

Fluttershy and Rainbow Dash soon followed suit, smothering the man getting his cock sucked in six enormous fat, fleshy breasts (and two small ones!) that warmed his whole upper body with their softness. "Can I suck it next?" "No, me!" "Oooh, darling, you’re making an absolute mess of her!"

They pressed against him from all sides, the loving requests from each woman triggering a sense of pride in him.

Meanwhile, Pinkie remained settled neatly on her knees, allowing that thick, turgid cock head to thrust between her lips. As Pinkie continued to desperately work to take in every inch of that massive cock, Dusk opted to assist, and soon those hips began to move, pushing inch after inch deeper with each thrust into her throat. Dusk grunted as his cock began to throb lewdly, visibly growing harder from looking at the bodies of the five beautiful women gathered into his arms. The wet gluck-gluck-gluck noise her throat would make only further turned him on. His gaze lifted to Rarity and his lips sealed over the thick, pink bud of nipple that capped those absolutely immense tits of hers.

His eyelids fluttered as he shifted his attention back and forth between Pinkie’s mouth and suckling Rarity's ample bosom. But he knew he needed to focus on Pinkie fully. A lewd pop filled the air as he finally drew his lips from Rarity’s chest and did just that, placing both hands on the back of her head, working his hips swiftly. There were so many women here, and just one of him to pleasure them all! Add into the mix the way they were all practically drooling over him, over the masculinity he exuded, and you had a potent combination.

Dusk's turgid, dripping cock was the new hot item among ponies everywhere, and the women were all eyeing it off hungrily. Pinkie glorped and glurped and schlurped around it, throat making a variety of impossibly lewd, wet smacking sounds, glucking her throat with every intent of milking his heavy, sperm-bloated nuts dry of every last drop of seed.

She pleasantly worked the dry half of his cock with her hand, forcing each ridged, bulging inch down her gullet. She was unable to suck any air in past the massive width of his manhood, but she seemed quite content to literally eat and breathe Dusk's dick for a while yet. His hips drove swiftly, and the length of that heavy cock disappeared into Pinkie's throat.

Eventually Pinkie reached a point where he couldn't thrust any further: her chin rested neatly in the cleft of his scrotum, her nose deep in his abs, and her eyes wide and eager. Save for the skintight bulge above her collarbone and the quiet slap of his testicles against her throat, there was little hint that the man ever had a cock. She was being so good, she was taking such good care of him, she really deserved to have her tummy stuffed with semen, wave after wave of spunk packing into her.

The length of that cock continued its lewd descent into the silky depths of Pinkie's throat, slipping in deep before drawing back again. The sensation of her suction and skill made him shudder! He let out another heated groan.

All of these women were in for it. They all knew it, and it seemed like they welcomed every second of the possibility of getting stuffed raw. He could feel the tightness of Pinkie's throat squeezing him, with every intent of milking those thick, heavy cum tanks dry. He drew his hips into a frenzied thrusting against that beautiful face.

He shuddered and began to breathe haggard breaths, exhaling loudly. The needy cries of those women, his women!, only further assisted him in propelling him over the edge.

"Come on... Yes... Yes..." he grunted, his gaze drifted down to watch as Pinkie's lips split around the girth of that heavy member, the length of it deep inside her now. He grunted and winced, hips driving faster and faster as he slid an arm about Fluttershy's waist, bidding the other women to come closer. "How about a kiss for your harem master?"

The other girls crowded around his front. They were all super wide-hipped, but somehow Rarity, Fluttershy, Rainbow Dash and Applejack all managed to fit inside his arm span, with his hands resting on Rainbow Dash and Fluttershy's hips and the other two sandwiched in the middle. Fluttershy leaned in to kiss him, planting wet lips on his, then placed her gloved fingertip on his mouth. "Darling, a harem master should be kissed by alllll his girls, not just one."

As soon as she drew her finger back, all four of them were moving forwards, presenting a bed of tongues to tangle against his own, everyone trying to push their tongue between his lips at once. At first it was Fluttershy and Applejack, both rolling their tongues around his, circling and slapping them together on the tip. Another time, Rainbow Dash and greedy Floots passed him back and forth between them, pushing his lips from one woman's mouth to the other. And one time, they crowded around him, making a tight press of their faces as they all caught his tongue at once between four pairs of painted lips, sucking and slurping on it like it was the most delicious thing in the world. Any girl who's mouth wasn't currently occupied had her wavery voice raised in panting, mewling, or needy cries of, "Master... Master..."

Hands were all over his body. While Pinkie's hands had been a permanent addition to his buttcheeks for the last few minutes now, the others were rubbing his abs and pecs, squeezing his shoulders. His body shuddered beneath the hands of the four girls that sought to explore every inch of his muscled form.

His left hand, previously curled about Rainbow Dash's waist, drew Pinkie's head fully in. He groaned against the lips of the four women whom smothered him with such affection, such wanton calls for the love of their master, just as that heavy cock began to spasm lewdly. The length of his cock pulsed as the first burst of his load shot itself straight into her throat, hips drawing back ever so slowly as her mouth was painted white with the thick, creamy, potent splooge that erupted from within that heavy cock of his. He grunted as he gave Pinkie the first mouthful of all of the girls, and all for her playing the central role in forming this little band of mischief he would claim as his own.

"Mmmmnnnn, fuuuuck..." he gasped, right against the lips of the four women. He shifted a slight, catching ahold of one Rainbow Dash's small breasts, sealing his lips over one of her nipples. He suckled firmly at the fleshy nub as his body shuddered from each continued spasm. He drew his cock all the way back, leaving just the head held within her mouth, the glistening shaft revealed. He shot the remaining wads of semen onto her tongue, allowing it to lewdly pool where it rested.

"Mmmnnnhhh... Why don't you open your mouth, and show your girlfriends the naughty prize you just earned yourself, Pinkie?"

Nobody spat here. They were all greedy little pigs who would all swallow every last drop of manbatter they were offered. His stuff was too thick and gooey to not enjoy to the fullest! And while Pinkie had guzzled plenty of his seed already, there was still some sitting on her tongue.

She opened her mouth to proudly display it to them, extending her sperm-oozing, flopping tongue to show them how thoroughly he'd plastered the inside of her mouth with semen. Everything was white in there, from the roof of her mouth to the spaces of either side of her tongue and the flesh leading down to her throat.

He smiled as he watched her do it so eagerly, revealing the thick coat of his sticky cum that he'd filled her full with. Sperm was flooding the inside of her mouth, and he loosed a hot grunt at the very sight of it.

Rarity and Applejack both fell to their knees beside her, Rarity kissing Pinkie first, then Applejack, both of them holding their friend tightly as they helped themselves. It would have been every bit the pure, sapphic lesbian kiss between two lady lovers, if not for the seed being enthusiastically swapped between them. He couldn't help but grin as he watched: they were engaging in one of the hottest kisses he'd ever seen. It kept his libido on fire. And it left him more than ready for more.

It was while she was kissing Rarity that Pinkie's eye slowly turned in her kooky head to catch him in her gaze. She broke the kiss with a loud, wet smack of her lips and announced, "I hope you weren’t planning to cum in all our mouths, mister! You got one-two-three-four-five wombs to feed, and I'm up first!"

As she pulled off and spoke those cocky words, she'd soon find his cock hadn't even wilted a slight from the massive quantity that she had ingested. In fact, it was still rock hard and ready for more.

"Oh, are you?" he teased at Pinkie's claim. He shifted his weight slowly, before tugging both Fluttershy and Rainbow Dash onto the bed with him. He guided Pinkie up and onto the sheets, one hand moving to swat at the plush mound between those thick thighs of hers.

"I don't know... I don't think you're hungry enough for it... Maybe..." He placed a hand between Applejack’s thighs, rubbing her through the fabric of her skin tight clothing. He caressed her soft, meaty pussy and the farmgirl moaned appreciatively.

"Applejack here is looking like she's really aching for it... Aren't you?" He smiled at the blonde tilting his head down to trace his tongue along her ample, creamy flesh. His immense dong stood completely erect and aching, dripping some of that potent preseed from the tip. Rarity was just within reach, and he extended a hand to caress against the curve of that thick, bountiful, latex clad posterior, fingers kneading the soft flesh.

Pinkie, however, had the utmost faith in the loyalty of her troops to resist this male menace. It was one thing for them to be his slaves, but the other girls would surely understand she was in charge here, and she got first pick when it came to that immensely fat, godlike cock that made them and their pussies whimper in need. So when she saw his large, firm hand reaching for Applejack's midsection, she bit her lip and watched. Pinkie hoped Applejack would have the presence of mind to not only resist Dusk's touch, but also vouch for Pinkie, sternly telling the man that she should be allowed to have her peach split first, her love tunnel invaded by a potent, sperm-shooting cock.

Applejack's wet lips gently peeled apart and Pinkie recoiled in shock when the words emerging from her mouth were, "Cock. Please."

Had she misheard the other woman? No, she surely hadn't, Applejack was asking for this man's child as well! That backstabber, how could she! Couldn't she just be patient and wait until fourth or fifth spot came up? How stupid!

She knit her brows and began to concentrate on how to get Rarity to back her up, when she suddenly saw Dusk reaching for the dressmaker next.

"Or... Maybe Rarity wants her womb to be the first to get filled today... You'd better really prove that you want it that badly... Or I'll give someone else the first pumping. C'mon, Pinkie... tell me you want your master's dick. Show me how bad you're aching for it."

"Ooooh... Oooh! Cock please!" huffed Rarity as Dusk gripped her ass in that dominant way, cupping the woman's immensely fat bubble booty. Even accounting for her love of sweets, Rarity’s thick booty was just as toned as the others: all five women had butts you could bounce a quarter off of. It was only fitting: Dusk didn't deserve anything less than firm, tight butts that sit high on their hips, being solid and firm yet still yielding to his touches.

Fluttershy wasn't to be left out of the group at this point, and his free hand slid into place to curl his fingers over the crevice of her tender posterior, before slipping beneath to rub at those plush mons through the fabric of her tight latex outfit.

One by one, the girls began chanting that simple phrase. Finally, Pinkie's voice joined the chorus as well, tugging at his front, her hands joining the bocquet of fingers and palms tugging at his pole and rubbing his bloated nutsack. His testicles were massive, many times larger and more sensitive than a normal man's, and he'd be aware of each one being cupped in a feminine hand, painted fingernails sinking into the flesh gently. Under the current circumstances, he wouldn't even be able to tell which member of his breeding harem it was holding each one.

It was delicious just how each woman begged for that turgid prick, how they lusted after it. And soon enough, even the too-shocked-for-words Pinkie joined in the chorus of ‘Cock, please!” that just literally made his long, turgid shaft of flesh ache with the burning need to breed each and every one of these women.

"Mmm, I’ll figure out a punishment for you girls later, but until then, I should definitely get another shot at that pecker!” she huffed.

"Mmm, you’re right, Pinkie Pie. I think you've earned yourself the stuffing of a lifetime today. Get over here. Now." His emphasis on the command was firm and forceful. He planned on truly giving these women a reason to call him master. Pinkie would be the first to fall further in love with that long, heavy stud cock.

"C'mooon... It's gettin' cold over here." The tip of his cock was oozing with that ever potent precum, just aching for yet another explosive release.

"Pinkie~" He called out to her playfully, before biting his bottom lip directly in their direction, meeting her eyes. "Come and take care of your man."

All around the couple, the other girl’s pussies grew more sticky and wet. They were really going all the way with becoming Dusk's love-slave harem. They were all going to give up their lives as independent women, allowing themselves to be owned by this young man, and struggle for his attention. It felt so good. It felt so lovely to give up all their control to him. Who wouldn't want this, after all, when he was taking such good care of them already?

It was the eagerness of the five women that really impressed him. Either he’d seated the hypnosis much deeper than he’d thought, or they’d been naturally inclined to a lifestyle like this all along. They were all all too willing to sacrifice their careers to become his sex slaves.

Dusk's butt hit the bed a few moments later, followed by the creamy bodies of five women dropping on top of him all at once. An ecstatic, beautiful Pinkie Pie settled neatly atop him, a soft grunt erupting as he lifted a hand to snatch one of those big, heavy tits into his grasp, tits that defied the law of gravity itself, and squeezed firmly into what he could grab ahold of that immense globe of plush titty flesh.

"Let's get you somewhere warm, then, honey!" giggled Pinkie in his ear as she wrapped her fingers around his pole and began feeding it roughly between her sticky pussy lips. She'd had some fat ones in her time, but never anything like this! Her buttcheeks clenched together and she arched her back as she cried out in a long, steady moan. She would've needed a moment to catch her breath before continuing, but she didn't need to: each of her cheeks were gripped by a lady friend and she was pounded down onto his pole all in one hilting, ball-slapping motion! He let out a single solitary grunt as he felt the other girls push Pinkie's hips fully onto the length of that heavy dong.

Soon, she was groaning and moaning, raising her butt and slamming it down, coring her unprotected pussy out with his fatty cock.

He could feel himself fed into the sticky confines of her pudgy peach. It split wide to allow that cock to push inch after inch into her. Dusk could hardly contain himself.

"Ooooh... And you’ve all been doing it raw with this man...? I've never had a BABY before, I wonder what’s gonna happen!” Even while pondering the possibilities, Pinkie’s hips were still moving nice’n’fast.

Rarity licked her lips, and lashed her tongue over Pinkie's cheek. "I hardly think he'll stop at one, darling. This ravenous little man seems to be aching to make us into birthing machines... It could be a life of breeding for us from now on, with barely any time between childbirth and reimpregnation. We might have to retire altogether!"

"Uuuuu..." Pinkie tried to form words, but she was floored by the concept. She started moving her hips faster, fucking him deeper inside her.

"We might have no other purpose in life but having Dusk's babies from now on. He seems to think we're only good for pleasuring his cock and pumping out his spawn."

Pinkie bit her lip and tightened her fucksheath around his cock. "Uu-uuuuu..."

Rarity gave Dusk a naughty wink. "You can thank me later, stud~"

He listening to Rarity state the facts, one after another to Pinkie. Their previous lives were done and over with, they belonged entirely to him. Of course, he agreed wholeheartedly with that very sentiment,

He motioned Applejack and Rainbow Dash closer. While one hand remained boldly placed about the waist of Pinkie, the other drifted to unzip Rarity’s suit down the front, ending up between her thighs and pressing against her tight, tender mound.

"Mmngh... Oh, I'll be thanking you, baby." He winked in her direction, before a single digit shifted and slid into the embrace of her plush peach. His hips began to buck against Pinkie's thrusts, drawing a series of animal-like grunts from the pink-haired beauty. His fat cock drove into her fleshy petals and split them wide around him. In the process of practically stuffing Pinkie's cunt to the brim, he began to swiftly finger Rarity’s tender mound as well.

His gaze shifted towards Rainbow Dash. "Give me a nipple to suckle on baby..." he whispered to the sports star. His tongue slithered across his lips as he grunted and groaned, thighs spreading apart as he began to really put his back into it, plowing lewdly into the very depths of Pinkie's tender pussy.

"C'mon, c'mon... Say you're all mine, Pinkie..."

"Ahhhn... This is so much fun! I belong to you, Dusky!" she gasped, riding her hips back and forth along the head and shaft of his penis. She let loose an incredible howl as she came. Her sticky pussy fluids were dripping off of him, and they still would be when he gave male-sloppy seconds to the next lucky girl. By the end of today, his cock would be coated with the vaginal fluids of every woman in this room.

The lewd clap-clap-clap of those hips colliding with his own resounded off of the walls of the room they fucked in, and as Pinkie elicited those delicious words. His hips began to drive swiftly, gliding the length of that heavy cock deep into Pinkie's tender party-box, filling it full again and again without pause or break.

She proclaimed herself his own. He began to grunt harshly, more and more as those hips and his fingers became more erratic. They had already gushed all over him but he wanted them to cum again, just to let them know that he could make them cum as many times as he wanted. His cock tensed up as it grew rock hard within Pinkie's tight, aching tunnel, before he slammed his hips fully into her, pushing into her womb and flooding it lewdly with that thick, heavy semen. He gave it one final thrust to pack it in fully.

While she was busy getting her load dumped into her, the other girls were shifting around him, getting their kicks too. Fluttershy had tugged the front of her latex suit down and was now peeling his hand off of Pinkie's ass and trapping it between her thick thighs. She made him fingerfuck her just like he was giving it to Rarity. Applejack was quick to plant her breasts on his face, smothering him in her soft breast-flesh. Light, sound, oxygen, they were all cut off by those tits, giving the stud exactly what he deserved.

Just rubbing her chest on his face had her moaning, and Rainbow chewed her lip as she watched. A moment later and she wanted to try it too rubbing her flat chest on his face indulgently. When he opened his mouth for them, both girls took each of their nipples in hand and stuffed them in all at once and, small chest or not, he devoured Rainbow’s nipples just as greedily as he did AJ’s. Combined with Floots and Rarity squirting lewdly on his fingertips, Pinkie slithering her sticky pussy up and down on his pole and all five girls loudly mewling and moaning around him... Dusk would be in Pony Heaven right now.

Pinkie tumbled out of Dusk's lap. After such strong, dominating sex, she had nothing but the most pleasured look of bliss on her face. Pinkie’s pussy bubbled over with seed, a very small fraction of the simply ridiculous amount of semen he'd packed into her just beginning to flow down her thighs. Dusk groaned, his penis still throbbing visibly before the eyes of the other four.

That was it for her. Now she had to look forward to being a slave for this man’s pleasure. She wriggled her toes weakly at the thought. Soon, Pinkie's fingers found her pussy, trying to rub some sensation back into it! He’d given her pussy a real workout and she huffed and whined as she rubbed her lower lips. "Ooh! Ahh. Tingly!"

It was painful, but it was exactly the sort of pain she'd been craving. The other girls watched as she gingerly fingered the red and raw flesh of her mons. A few of them gulped, wondering if they were about to get similarly rough treatment. The sight and sounds of their sex triggered Fluttershy and Rarity, who couldn't last another moment on his fingers. Both girls climaxed, forming a bridge over his muscular chest as they held each other. They kissed deeply and didn’t stop until they’d fully ridden out their mutual orgasms on each other.

Rainbow Dash and Applejack, on the other hand, coddled their lover, making sure his mouth was constantly full of soft, ivory breasts, or one or both of their tongues. All of them were looking at that Pinkie fluid-dripping pillar of masculinity, wondering who would get stuffed next.

Nipples between his lips and pussies on his fingers were both released as he slowly rose to sit up.

He shifted to where Pinkie was laying, lips pressing against hers in a blatant display of affection. "That's my girl... That was fucking amazing, Pinkie. I think I'll enjoy filling that tight little pussy full of jizz again and again, don't you?" He traced his tongue against the broad curve of her ample bosom, before turning to face the rest of the stunning beauties that had all begged for him to fill them.

"Who wants next, mm?"

Pinkie mewled cutely on the ground, squirming under her new master's imperious gaze. She was still stroking her red and raw pussy in disbelief, unable to believe how much her flesh was sizzling after that power-fuck! "Uuuuuhuhu, my pussy, my pussy..."

She seemed totally delirious, down for the count for the foreseeable future. Fluttershy and Rarity were in the same boat, both girls still reeling from the intense pussy-touching he’d given them. They were twitching on either side of Pinkie, legs locking, feet twitching in the air as they rode out their respective orgasms , leading them to the very limits of coherence and their endurance. Their bodies gave a few final shudders before finally collapsing against one another. Which left only two of the girls still on their feet.

Rainbow Dash and Applejack both advanced on him, four questing, eager hands coming to rest on Dusk's muscular chest. Inbetween pawing at his flesh, cupping his muscular shoulders, both women huffed and begged for it in cutesy pleading voices. Fluttershy and Rarity just lay back and watched. Both of them wanted to be up there too, begging just as much, but they weren’t in any shape right now to do anything but wait for their brains to come back.

Rainbow Dash pressed into him, nibbling his ear sensuously. "Come on, stud! We want our turn too!"

"It just ain't fair! You give Pinkie the stuffing of a lifetime right in front of me and then you gotta ask who’s next? It’s me for sure, sugarcube!" Applejack agreed beside her. Both girl's thick rears were hypnotically swaying from side to side, a constant flow of juices being released from their steamy sex-holes, pussy juices flowing down their thick thighs. They wanted him just as much as Pinkie had!

Dusk felt the impact of their rush almost instantly, and took note of the evident eagerness that these two displayed. "Oh, don't worry. You're all getting rutted..." He whispered softly into the ears of the two beauties. He guided them both to the headboard of the large bed, smiling gently. He gave each of those bountifully plush asses a series of little swats that would make the flesh ripple with the impact, before settling in place behind Applejack first.

"It’s just nice to hear you beg," he said softly as he leaned between the two, hips shifting slowly to push the thick, engorged head of that still stiff prick against the silken pussy of the blonde’s, his free hand slithering into place to loop around Rainbow Dash's waistline. His hand came up and around, pinching at her little chest.

"Do you really want it that badly? I don't know..." He teased Applejack's tender slit with the pressure of that fat cockhead pressing in place neatly against that fat little pussy, before the head popped into her. He grunted hotly into Rainbow Dash's ear before drawing that heavy dick from within AJ. He shifted on the bed to lay on top of Rainbow, cock shifting slightly to repeat the same pussy-teasing gesture with her. For a second, he was inside her, then drew it gently back.

"I don't know... Why don't you girls show me how badly you want it? Mm?"

The two girls exchanged a giddy glance at that, realizing the competition between them and how high the stakes were. Of course they were best friends, but neither wanted to miss out on the opportunity for a taste at that strong, fit penis that had hypnotized them all. They lay back among the sheets and looked up at him with their tongues hanging out, like the well-trained bitches they were.

He felt fingers close around his penis, both of the girls reaching out to grasp his painfully stiff cock with a soft hand. It was like silk velvet touching iron. They guided him gently forwards, bringing Dusk up onto his knees where he could tower over his women. They looked up at him with doe eyes. Applejack blew him a winsome kiss and Rainbow Dash followed suit.

"Why don't we try... that?" asked Applejack, and Rainbow Dash purred in delight, nodding enthusiastically at the idea. The exuberant, energetic gal couldn't get enough of this saucy hot action, she wanted to try anything and everything!

The women each gave him a teasing glance, then they began to shift sensual curves on the bed, arranging their bodies for his comfort. Applejack was first, getting on all fours and raising her huge butt up towards him! Her tits and hips were so at contrast with her slender middle, so incredibly large on her fit, taut body, like some idealized female bitch. Her ass in particular was the stuff of dreams, seeming to fill his whole vision with its weight and size. Settling his hands on it rewarded him with delightful tactile sensations: her rear was so incredibly huge that the only way he'd be able to get at her pussy would be to play around with her butt, spreading the cheeks of her meaty ass wide apart.

But Rainbow had soon coaxed AJ to roll over and she climbed on top right after. She planted her smaller, tighter fit-girl rear on top of Applejack's. With both their suit’s zippers tugged won to their crotches, Dusk was treated to a sight few men would ever be lucky enough to witness: the incredibly thick, fat, pale pussy mounds of two fine fucking girls smooshed together, lips flattening out slightly from the pressure they were applying on each other's bodies. Face-to-face, Rainbow Dash laid on top of Applejack and they were soon presenting a double-pussy to him for his pleasure. Rainbow Dash rocked her hips impatiently, pressing her dripping pussy into the other girl, which smooshed Applejack's sexy fuck-hole against her pelvis, flattening it out. In response, Applejack gripped Rainbow Dash's upraised ass and gave it a firm spank! Both of their eyes were locked on his waiting for his approval.

Rainbow Dash said, "Mmm, come on stud, what are you... Here, let me help you!" she giggled, taking a hold of his penis again and guiding it between them! He was thrust directly into the diamond shape formed by their four pussy lips, prickling both girl's hot spots all at once, making them simultaneously moan and roll their eyes.

"Mmmm, that's so good," lowed Applejack under her like a big, fat cow~ "Now we can see who he stuffs first without all needin' to move around too much!"

This was too good to pass up. The way Applejack's bountiful posterior just loomed right into his line of sight was almost orgasmic in itself, and the position that Rainbow Dash pushed them into gave him an image that almost made him cum right then and there. He would've thought it was a dream.

He grunted, as his dick was tugged forwards and suddenly speared into the diamond shaped entry formed by the pressing of those plush, fat little pussy folds. A lewd little grunt erupted from him at that point, and he groaned, drawing his hands into place to settle neatly on the waistline of Rainbow Dash, hips bucking forward firmly to push that long dick lewdly between those plush, tight petals gripping him firmly.

"Why don't we all display a little more affection for your master? I want to feel like you truly want nothing more than for my long dick to slip into those tight... slick cock sleeves!" He drew his hips back slightly, before suddenly plunging fully into Applejack's tight little love socket, splitting those thick petals wide around the girth of his heavy cock.

He hilted within her fully before drawing back slowly, allowing that cock to pop out and glisten with those juices that leaked from within her. When his shaft sunk into Applejack's gooey, sticky pussy, the slut immediately arched her back, letting out a howl into the other woman's face! Her eyes rolled back and she drooled like a simpleton, pussy tightening around his shaft with electric, sizzling pleasure. "Oooooooh! Oooh, fuck, Rainbow Dash! Rainbow Dash, his cock is soooo good, ooooh! Ahhh~!"

Her pussy peeled open for inch after inch of her master's glorious shaft, greedily accepting him all the way inside. As she was prepared for rough insemination, Rainbow became aware of just how hard her friend’s heart was pounding.

From the moment he sunk into Applejack's tight, wet little hole, he could tell that he was about to be rewarded with the most delicious of reactions. He'd already felled Pinkie Pie with that immense cock of his, and it was only natural that the other girls would be soon to follow. Sure enough, Applejack suddenly shuddered, all the pent-up tension suddenly rushing out of her. She orgasmed on the spot from a single thrust of her favourite penis.

She shuddered and panted, quivering from head to toe, until Rainbow held her tightly, cooing gently in her ear.

As soon as the blonde gasped and loosed that delicious little wail of pleasure, her pussy gripped him for dear life, unwilling to release him from its grasp. It made her flutter around his cock, drawing him up to full, near-painful rigidity.

While that bitch was twitching and gushing and moaning over and over, he was already pulling out and driving into Rainbow Dash. Their juices began to mix against one another, both holes painted with his lewd, cloudy precum. His hips moved inexorably forwards and stuffed Rainbow Dash's tight, fat pussy full of that long, thick cock. He held position with his hips to let her feel just how deep he was, and to work the muscles of that delicate mound lewdly against that stiff, aching pole.

As he pounded into her, Rainbow’s hips began to buck more and more firmly against her own, sending that thick rump jiggling. Her cheeks slapped together again and again before he guided her back against him, the thick, heavy weight of those large orbs slapped against her plush pussy with each stroke into her.

Her face, which had been frozen in awe as she watched Applejack turning into a bitch in heat before her, now reflected the other girl perfectly, her tongue extending, her eyes rolling back as she was made to whimper heatedly on the end of his burning-hot shaft. She experienced the same true joy of his penis that AJ had, the feeling of making a male want to possess you and fuck you as hard as he possibly could! She was now stroking his cock with her pussy just as her fraternal friend had before him, each of them taking turns to milk his strong penis.

She lost focus and began cumming as well, treating him to the wonderful view of their twin pussies contracting and tightening together, their mewls of satisfaction twining together in the air, two voices becoming one chorus of female bliss.

"I'm already so sensitive, I can't take anymore..."

"Nooooo, fuck us more..."

"Y-Yeah... Fuck us more... I'll go mad, but... Do it, please!"

He could feel them melting around him like hot butter, and as soon as the blissful choir reached his ears, his hips shifted and buried that cock anew within the tight, wet depths of Applejack’s slick pussy, stretching her fully around the girth of his prick. She was getting split all over again. He felt her grip him tightly, as if her body were a form fitting glove. He responded by drawing his hips back slowly before plunging in, driving into her very core. She'd feel him knock against the back of her womb, stretching those pussy petals fully around the girth of his studly cock.

"Look at her face, Rainbow Dash," he muttered to the beauty atop Applejack.

"Look at her," he whispered, before his hand shifted and gently spread her pussy petals while stuffing Applejack's full to the brim. "I'm going to dump a hot, heavy load deep within her... Do you want that too?”

Rainbow Dash just watched, trapped under her friend and Dusk, biting her lip. She laced her fingers tightly around her friend, stroking her hair. When he asked his question, she flushed and immediately began nodding. "Mmm! Of course I do. I want it right now, I can't wait for it~ I wouldn't even mind if you stuck it in me before you'd even finished cumming!"

Applejack moaned pathetically at that, tightening her grip on Dusk. "N-No! All of it! Inside! Inside meeee! Fuck my pussy and cum inside!"

"Oh, you want to be greedy Applejack? Mmmnn... Your pussy is milking my cock really nicely right now...." he teased, his hand squeezing one of those bountiful breasts as he pushed the pace more and more, the length of that rigid, veiny cock spearing deep into her womb.

Delirious with pleasure, Rainbow Dash and Applejack both mewled like bitches in heat, an utter delight for him. He basked in the way they begged for him, the way they moaned and pleaded with him and even went so far as turning on each other in a sense. And all some of that cock of his. It throbbed within the depths of Applejack’s tight, fat little mound, and the sheer, sensual expression of “fucked silly” painting the beautiful blonde's features.

Applejack gasped and tightened around him, her silky cocksheath fluttering up and down around his penis, earnestly trying her hardest to make him cum early and start releasing his pearly white goop inside of her. She desperately hungered for it, thrusting her pussy at his penis like she was the one fucking him, driving her hips up with all her strength. "Mmmn! Yes!"

He'd worked up enough speed to completely exhaust the blonde, the length of that thick, heavy cock plunging deep into her, the head beginning to fatten up.

"Mmf!" His teeth bared slightly, his jaw set. He shook visibly, pushing to the very limits of his own endurance, his sturdy cock throbbing, pulse travelling the entire length of that vein-mapped prick. His cock was beginning to ache painfully as it pulsed within the depths of Applejack’s tight, fat little mound. He grunted, hips swiftly driving into her. When he finally hilted within her once more, his shaft shot thick glob after thick, healthy glob deep into her tight, fat little pussy, filling her womb to the very brim with his sticky cum.

"Mnnnnggghhhh!!!! F-fuucckkkkyyesss... Take that, you naughty little whore!" His cock pushed it all into her, her body taking in every last drop of Dusk’s sticky, virile friendship.

The insides of Applejack’s womb were painted entirely white as she was filled to the brim with his hot, frothing seed. At first, her innards were just sluiced with his semen, but by the time he was done cumming, it looked like a goopy white mass with a milk-like consistency that rippled whenever he injected more of his DNA into the cock-fevered bitch.

She laid a hand on her tummy, getting off hard not just on the sensation of having her poor womb stuffed, but also on feeling her tummy swelling out for him as he pumped his gloop in. Tears formed at the corners of her eyes, a goofy smile on her face, as she frantically rubbed her expanding tummy. Her womb was so full her ovaries were forced up and back.

This sort of risky sex was extra dangerous, and her mind swam with thoughts of bearing this man’s child! After having so many hot fucks with him, it was probably an inevitability by now.

With one last full-body shudder, her bitch-switch finally got flipped off. When a woman like her was in heat, nothing but being pinned under a strong, virile man and being roughly bred would calm her down. She'd been aching for a man like him for years and, judging by the expression on her face, today he was in top form!

Fluttershy and Rarity were just now beginning to shift a tiny bit... The two girls had curled up on a corner of the bed and were enjoying their post-orgasmic bliss in each other's arms. Soft, female fingers gently explored each other's curves.

Fluttershy's fingers trailed over Rarity’s breasts and up to her chin. Rarity held the other woman by her shoulder, gently stroking it. It was just out of his sight from where he was sitting, but their faces were so close together, their hair entwined and little moans escaping their lips, there was no mistaking what they were up to. The two girls were swapping a mixture of their own saliva and Dusk's semen back and forth. They drizzled it into each other's mouths, providing a much-needed cooling down for each other after having their bodies and pussies completely rocked by their master's perverted touch. Even now, both girls were still trembling slightly. Their red pussies were on full display, quivering for him.

"Dashy... nnngh... You see the look on your harem friend's face?" He dumped the remaining droplets of his load into the lovely blonde's pussy, before teasing Rainbow Dash off of her, his hand caressing Applejack’s now bloated tummy.

AJ let herself be rolled onto her back, and lay there groaning, rubbing her swollen mound. "Uuuu... Mmm... He did it... He really pounded me good, mmm~"

Rainbow Dash looked up at him as he climbed on top of her, excitement clearly visible in her eyes. "My body, mmmn... After you made everyone else yours, I guess I'm next, huh~?"

She really brought that cock into focus with her eyes, pupils dilating as she fixated on the biggest, hardest cock she'd ever seen in her life. It was hard to hold on to your pussy around a dick like that, hard to maintain a claim that it was "your" pussy.

As she stared at it, her legs spread unconsciously, her hands dipping to her naughty sex-hole. While her left hand peeled her own pussy open, showing him her folds, she began roughly thrusting the middle fingers of her left hand in and out of herself, all while staring at his penis. Mouth open, pupils formed into heart-shapes, she stared it down and roughly pumped her own pussy. "Not my pussy anymore... Not my pussy... It's master's pussy from now on, it belongs to him...!"

She seemed to be getting off on her own rambling, her fevered words making her more and more excited and when he brought his cock close to her greedy, snapping hole, she reached between his thighs and cupped his large, full nutsack. "Even after blowing so many loads, you're still so big back here, damn... This is the cock I've been waiting for."

The cock she'd been waiting for. Who was Dusk to deny her the opportunity to feel him split that tender mound wide open and fill her full of it? He couldn't very well do that, not with her practically throwing the pussy at him like she was, offering it up to him, allowing him to claim it as his own and equally admitting to the fact that her body was no longer her own.

She trailed her fingers to the shaft, gripped him tightly, and helped him feed himself inside. "It's a slave-training dii--hyaaaan!" she hissed suddenly as he penetrated her bitch-pussy, ass and pussy tightening up as inch after inch of his cock went inside of her.

"It is! And you're next!" he growled! He shifted his hips and plunged his cock deep into RBD’s fat, tight mound, turgid fuck stick splitting her tight, juicy folds wide.

"My pussy...! My pussy is being attacked, umph!" As he pinned her legs back and began slamming into her over and over, she flung her head back, staring up at the ceiling in shock.

"That's the fuckin' point, Rainbow Dash! You're going to be my slave, just like all of the rest of my girls here! Your body is mine to do what I want, and I choose to fuck you till you pass out! You're going to be such a lewd, naughty bitch and you're going to beg for me to impregnate you every chance you get! Isn't that right?!"

She met his eyes, drool running down her chin. "Ooh! Ooh! Ooh! Ooh! He's thrusting into me so roughly! It's so intense! Mercy, please, ahhnn..."

Dusk's cock throbbed as it slid cleanly into her little slit. The way she mewled and moaned aloud for him made him hunger for more, made him yearn for more of that tight, fat little mound of hers. As it split around his cock he sunk swiftly deeper and deeper into her.

It truly was slave training day, and each one of those luscious women were going to be taught a lesson in humility, and how to please their superior.

He hissed as it drove deep into her. Two women of five were already laid out, and the third was practically feening for it. Every inch of that heavy dong was sealed away within the tight confines of her tender pussy. Applejack lay beside her, her moans slowly decreasing in intensity, while Rainbow Dash’s slutty cries began to approach a delirium! She marveled at the way she couldn’t get tired of his cock no matter how many times it split her wide open. It was unlike anything she'd ever experienced.

He sank deep into the depths of her thirsty pussy. Even as she begged for mercy, he did not give in. In fact, his hips began to thrust more and more swiftly by the second! He growled and leaned forwards, snatching one of those thick nipples between his lips and suckling firmly, cheeks pulling in.

She was completely lost in the pleasure of his dick. By her face alone she looked like she was reeling punch-drunk, eyes rolled back, teeth grit, tears streaming down her cheeks, but her hips told the real story. They pounded back at his dick just as firmly as he was driving into her, thrusting up at him wanting to be bred with every fibre of her lewd being! He shuddered as he felt her thrusting back at him, moving her hips in time with his own, plunging that long, turgid dick as deep as it would go.

She changed her position, getting on her hands and knees, shaking her ass invitingly for him and howling with pleasure when he sank back in. "Ooooh, it's the best cock ever! It's amazing! I've never ever had such a big, hard cock inside me before!"

Her cries drew Rarity and Fluttershy's attention, and the two finally looked up from their gentle, sweet kissing session.

The moment he drew the attentions of the two remaining women in his little harem, he could feel them drawing in closer. Soon, they were prowling across the bed on all fours, taking up a spot on either side of him, and even as Rainbow Dash shifted to allow him to plow her from the back, he could feel them both press in against him from either side, touching their ample bosoms of theirs into him, and moving into place so he could suckle upon their tender nipples. They insistently thrust their chests at him, rubbing them on his cheeks, trying to get his mouth around their nipples for even just a second.

"Oooh, look at him go, Master's in such a mood, mhmhmhm," purred Rarity in his ear.

Fluttershy nodded and leaned down to whisper in his ear, "Yeah... I think you're amazing, Dusk. Giggle giggle~"

His hips picked up the pace suddenly, and he groaned aloud into the ear of Rarity, his arm locking tightly around her waist as his free hand drew into place to grip firmly at one of those big, heavy tits, before kissing hungrily at the side of her mouth.

"My lovelies will... Nnghfuck... Kiss and love me as much as they do my cock... Isn't that right, Rarity?" he hissed softly against the corner of her lips. He then shifted towards Fluttershy, his own lips pressing full on against hers.

Their affections mixed with the rough, sensual fuck he was delivering to Rainbow Dash would have been enough to draw that thick, sticky load from his hips, but soon the two disappeared from his side, and he could feel them settling up just behind him.

“Of course it is, sir~ We’re here to take care of you, after all!”

With a sly grin towards Fluttershy, Rarity got down on her back between his thighs, sliding underneath him. The next time he pulled Rainbow Dash's pussy out around his cock, she snapped at his nutsack, sucking one ball, then the other, into her lusty mouth, drooling on his semen-bloated sacks. A loud groan escaped him, whenever her lips sealed over one, then the other, and then both of those thick, heavy balls of his, the length of that cock pulsing harshly as it continued to plunge deep into Dashy. The combined sensations were really driving him crazy, and pushing his hips more swiftly into those of the beauty pinned beneath him.

Fluttershy was quick to move as well, laying on top of Rarity and pushing her face between his buttcheeks. At first she planted gentle kisses on his rear, but then she attacked it directly, tongue worming up inside of him. She touched his prostate suddenly, and colours swam before his eyes! His efforts to hold off on cumming inside Rainbow Dash right away might suddenly be having some trouble: the other girls were obviously getting impatient and were putting their sizable skills to work on wringing out their sperm tank's nuts! Of course, the continued teasing had the desired effect that the two women were looking for.

He tensed the moment came where Fluttershy shifted to tease between those muscled cheeks and soon enough that tongue penetrated that tender pucker of his, and began to tease the extra sensitive prostate, causing him to halt for a moment as his jaw dropped open, his head tilting back as his jaw set.

"Cum in her," groaned Rarity underneath him. "Pump the pegasus full of cream!"

"Ooooh, yes, we want our turn, hurryyyy!" whined Fluttershy, her face still buried in his ass.

"Eeek! It’s not a safe day" gasped Rainbow Dash. "But don’t pull out! I'll do it! I’ll have dangerous sex, do it and cum inside!”

That did the trick nicely.

"O-oh fuck!" he gasped, and his hips surged into overdrive, his loins burning with the possibility of inseminating Rainbow Dash fully, his hand drawing back, before delivering a naughty, lewd and echoing SMACK! to those thick asscheeks of hers.

It was getting to the point where they began to urge him to fill her full, the dump his hot heavy load deep into Rainbow Dash's womb. Soon, it turned into a truly rough fuck-session.

Dusk was fucking Rainbow Dash with wild abandon, those hips surging as they sped into hers, driving the length of that long, pulsing cock deep. Rarity continued to suckle his bloated nutsack and push him further forward and he soon began to groan. It was a soft sound at first, but it quickly grew in volume, as his hands pressed against the surface of the mattress. "Ohfuckohfuck... You're fuckin' mine now... Say it, Rainbow Dash! That you- nngh! Say that you’ll worship this dick!"

With that, that heavy, bloated member began to quiver, pulsing lewdly, the under-vein bloating out at the sheer immensity of the load that began to filter into it. He cried out, the length of that cock hilting deep inside of her, that spongy head bloating up considerably before a thick, heavy stream of that hot, sticky super-potent cum began to shoot deep into Rainbow Dash's tender pussy mound, filling that womb full of his hot, thick jizz. He grunted and growled again, semen busting into her depths, filling her full of his hot, sticky cum. ”F-fuuccckkkkkkyessssssss!!!!"

His hot load rocketed into the back of Rainbow Dash's womb, filling her pussy to the brim with his seed, turning a free woman in a slave right then and there~

She let out a keening wail, arching her back and toes curling, echoing his words with all of her heart. "I'm yours! Ahn! I'm all yours, master!"

The two of them were locked together for a long moment, all six of them able to hear the steady flow of semen rushing into her, staining her insides. She clutched his shoulders until her own orgasms subsided.

Like the sluts they were, Rarity and Fluttershy were there by his sides almost right away, cooing into his ears, rubbing up and down his chest. "Excellent work, sir," gushed Rarity, the cutie beyond smitten with his incredible cock and his ability to fuck three women to a standstill.

"I've never seen anything like that!" gushed Fluttershy, eyes wide and maybe even a little fearful.

She licked her lips and grinned his way. “What are you gonna do now?”

Honestly, at that moment there might not be three people better suited for fucking and having children gathered together in the whole world. Rarity and Fluttershy had baby-factory bodies, with wide hips to ensure safe childbirth, and sumptuous, milk-filled breasts waiting for any cutie girls they popped out. Dusk, on the other hand, had a rough, powerful cock that could pound for hours without quitting... He was just as much of a sex machine as they were.

He was reminded of all this when the three hit the bed on their backs, one girl on either side, those two space-dominating racks filling up the area between their bodies and his. In a change of pace, they were the ones on top of him, pinning him to the bed, leering over Master like true perverts. They were already sweaty from the heat of the room and the close contact with each other, a pair of pale, creamy orbs glistening on either side of him.

They looked as large as balloons, but weren't anywhere as firm: he could see how soft they were from the way they were already pancaking against his pectorals. The two girls exchanged a grin as they got a little closer to their target of being speared by Master’s strong girth. Not to mention watching each other take it deep inside. "Mmmm! You’re staring a little long, aren’t you darling?" teased Rarity, licking her greedy chops.

Fluttershy giggled on his other side. "We just wanted to try on our new outfits, but we didn't realize you would wanna ogle us... Mmmn, I guess I don't mind if it's your eyes only..."

Rarity let out a tinkling little laugh, insistently rubbing her breasts up and down his side now. "You should keep your eyes front, pervert~ Look how embarrassed Fluttershy is, mmhmhm."

Fluttershy blushed and retreated a little bit, hiding her face behind her hands. But she wasn't hiding her face out of nervousness: she needed to hide her smile as they toyed around with their man. "He’s already so big and fat and stiff, too... He’s gonna take out his arousal on our bodies~ Ahhn, I know I wouldn't be able to resist him if he did, he's soooo big and strong, after all!"

"Uho, you’ve even got this kind of big thing," gasped Fluttershy, laying a fingertip on top of his cock. She slid it up and down the shaft, gasping when her finger became sticky and wet. He was so fixated on her touch that he didn't even notice Rarity's hand coming closer, until she too was resting a finger on him. Soon, the girls had a fingertip on either side of his cockhead, and were pushing them gently into the spongy flesh.

Fluttershy looked mock-offended. "Were you gonna rape us with this thing, Dusky? Was that your plan?"

Rarity sniggered and toyed with the straps of her bikini top, like she was considering pulling it off. "We're so dreadfully sorry our breasts are bigger and better than any other girls you ever lay eyes on! It must be such a strain on you, uhuhu~"

"Not to mention we're so young, too," agreed Fluttershy, flicking the tip of his needy penis. "And we love you sooo much."

"Lots of love~" giggled Rarity and Fluttershy nodded.

"Mm! We do love you, even if this stupidly big, fat cock never seems to want to go down around our bodies!"

Their hungry little mounds were practically begging to be fed and left dripping the thick, sticky fluids that leaked from the tip of that stiff, aching cock. His heavy prick was certainly begging to fill them full, and feel those tight pussies grip tightly around him. The sight of them was practically unbelievable and his hands settled against the supple thighs of the beauties.

His gaze had lowered to settle upon Rarity’s thick bust, his nose just inches from it at this point, the verbal teasing only furthering his arousal. He tugged both girls into a firm hug, nuzzling their cheeks. Rarity would feel his face press against her ample bust soon after, his nose brushing against the flesh. "Mmm, it might finally go down after today~"

He breathed gently, before kissing at the supple flesh of the blue haired girl's bosom, before turning his gaze towards Fluttershy. "Ready to help?”

The girls exchanged giddy glances as they got that much closer to having his gigantic cock prowling around inside their pussies. Their hormone-ridden bodies were at their limits and only one man would do! They'd long ago decided they needed to have the insides of their pussies shaped like Dusk’s cock and now they were ruthlessly pursuing it.

"Then why haven't you gotten it into us...? You must be dying for some release, and I'm sure you love blowing your load inside a nice, warm pussy..." said Fluttershy, grinding her hips on his side insistently. She was striking him with the hot spot between her thighs, the needy lips rubbing on his cock-tip.

He met Fluttershy’s hungry eyes and slid his hand slowly into place over her soft, plush posterior. Dusk tilted his head down to bathe the pink-haired girl's bosom in licks and slurping little kisses. Rarity, previously the bold one, was stunned by the sudden forwardness of her friend. Fluttershy must be burning up for him... Not wanting to be forgotten, she humped his other side as well! "Mmm, she's right... You should have claimed us by now, and stuffed our twin wombs..."

She wrapped her fingers around the shaft, Fluttershy's hand joining her a moment later, "Full of your sticky baby batter with this thing, fufufu!"

"You're right... You're both right..." He whispered against Fluttershy’s lips, before stealing a soft kiss from her, his head shifting to steal one directly from Rarity's shortly after.

"Master..." groaned Fluttershy, her pupils shining like hearts.

"Dearest Master..." huffed Rarity.

He shuddered with delight as his turgid prick throbbed before their eyes as the two continued to tease him. He bared his teeth and grazed them against Rarity's big, soft tits, his lips pressing a hungry kiss that gently and for only a brief second suckled at the tender flesh of her bust, his eyelids slowly drawing to a close. Soon, each hand had filled itself full of plump posterior, squeezing firmly at the supple cheeks before gliding between her thighs.

With each continued teasing caress, he could feel himself drawing closer and closer to fully being pushed over the edge. Once again, his body was absolutely ecstatic with the prospect of filling lovely wombs full of his hot, sticky jizz. Both their stomachs fluttered as they imagined the heart-stopping fucks they were about to receive at his hands.

Rarity shifted her weight on the bed, placing her chest on his face and then lowering her body. What started as her dangling her nipples over him was now a total face-smothering, breast flesh oozing down his cheeks and reaching from his neck to his forehead. Fluttershy soon joined her from the other side, smooshing her titties against the other girl’s, rubbing their pale flesh all over his face. A groan escaped him as their ample bosoms pressed into his face, those thick chest pillows smothering him beautifully. Any thick, tender nipple that grazed his lips was rapidly stuffed inside and suckled on, but it was only a momentary thing: those girl's perverted movements ensured there was always a tit slapping his cheek to smack his face around, and always a fresh teat to take the last one's place.

While they fed him, both girl’s hands were insistently sliding up and down his cock, turning what had moments ago been a mere erection into a fevered, twitching fuckpole. Those silky fingers rapidly glided up and down his pole, not able to get enough of stroking their man's cock! It throbbed in response, potent cream bubbling up at the very tip of that immense rod, the length of it pulsing and throbbing within their grip. They'd succeeded in their endeavor, and soon enough a primal growl escaped him.

Soon, one hand had slid far enough along the curve of Rarity's plush, thick rump to settle against her pussy. The other soon slid into place between Fluttershy's thighs to rub her tender petals as well.

"Mmngh... I have to feed my dick to your tight little pussies. They have to swallow it down. I have to make my girls feel loved.”

The two of them exchanged a glance, then turned to each other. With a dripping pussy inches from his cock on either side, the two girls seemed like they wanted to fight over who got to go first!

"Paper, scissors, rock..." they both chanted, before their brought their hands down for the decider.

Fluttershy brought out scissors. Rarity had foolishly brought some paper and was swiftly defeated, the shy girl raising her scissors triumphantly with a cheeky grin. Rarity shook her fists, frustration openly painted on her face, but kept quiet otherwise.

It made him chuckle a little to see them settle this dispute with such a simple game of Rock Paper Scissors, and when Fluttershy one she exclaimed her victory adorably, meanwhile Rarity lamented in her sound defeat.

While Rarity was commiserating her loss, the animal-lover was already turning burning eyes in their man's direction, greedily taking in the body that was now all hers. She stirred a finger in her pussy as she climbed on top of him, holding her hole over him and beginning to teasingly lower herself down. He watched as she inched closer before seizing her grip tightly about the girth of that heavy fuck stick. His breath caught in his throat, and he loosed a hot little grunt of delight before bringing his hands into place to settle against the outer swells of that fat, jiggly posterior of his woman’s.

When she was just a few inches away, she roughly gripped the head of his penis, fingers sinking into the hard flesh, and fed him inside without him needing to do anything, her fat ass tightening up momentarily.

He could see Rarity's head between his legs, in the narrow gap between his hips and Fluttershy's drooling pussy. She was looking up the lurid sight, watching his cock go into her friend’s tight pussy. It was only for a second, though, Fluttershy planted both hands on his broad chest and hilted herself, hiding Rarity from view with her thick rear and thighs, the length of him slipping lewdly into her.

She was soon slithering up and down on his cock, wings fluttering as she rode him. "Mmmn! Ahhn, that's good! Your cock feels so good!"

His body shook as he felt her hands press against his broad chest, and his breath once more caught in his throat as he felt her beginning to pound his cock with her pussy. She could feel his penis dripping with collected juices of the girls in the room and it only excited her more!

"Ooooh... That's right..." He muttered aloud, as his form shook slowly, hips bucking upwards to push the length of that heavy dick deep into her silken mound, his form shaking.

"R-Rarity... C-... Annngghh... Come here..." He motioned for the purple-haired girl to come and lay at his side.

His free hand settled against the waistline of Fluttershy's wide, baby-bearing hips, and as the Rarity came closer, he did the same with her, drawing her into place to press those big, fat bosoms of hers against his face. He nuzzled them as his hips began to push the pace, driving lewdly into the silken depths of that tight little pussy mound, feeling it milk him for every drop.

"Mmmnggh..." He nuzzled his face between Rarity's big, fat breasts, hips bucking lewdly into Fluttershy, as his free hand explored the rest of that lush figure.

"These bodies are mine..." he huffed, as his tongue slithered past his lips to caress the soft curve of Rarity's bountiful chest. "I'm going to fill both of your pussies so full..."

"Yes!" "Yes, master!" they both chorused, voices raised in cute sing-song tones. Well, Rarity’s was, anyway: Fluttershy's voice, at this point in time, was a half-panting whisper , lewd little moans emerging from her as she continued to bounce on the cock violating her tight, sticky insides.

Her breath caught in her throat as the sheer emotion of the moment began to overwhelm her. She gasped and groaned and planted both hands on his chest, hips swinging, booty clapping as she brought her pussy down to the base of his shaft over and over!

For such an innocent-faced girl, her pussy was definitely giving him the whole story. It was a steamy, dripping little love-nest that hungrily gripped his shaft, sucking him inside of her feverishly, making inch after inch of his cock disappear into her waiting body. She wouldn't let him escape now until he'd turned her womb into a frothy den of his DNA.

The pink-haired cutie's pupils had entirely been replaced with big, throbbing lovehearts, and her state of mind didn't seem to be recovering anytime soon. "Uuuuu~! I always wanted this, that's so goood... Mm, Dusky, Dusky, I love you~"

"Mm... I love you too, baby girl." His hand lifted to caress her cheek ever so gently, as she continued to bounce on his fat, stiff, aching dick.

Rarity just scolded the other girl when she saw the lovestruck look in Fluttershy's eyes, even as she took up her spot by his side! "Going for the deep pussy fuck right off the bat! That’s Fluttershy for you, mmhmhm~ Don't worry, sir, while she’s easing out all her tension, I'll take good care of you..."

And she did just that, dropping her heavy tits onto his face, something he'd gotten quite used to lately. Not a day went by nowadays where massive, soft breasts weren't being forced on him.

Fluttershy whined cutely, bucking her hips, inching his dick all the way inside of her. "I'm sorry, Dusky! I'll suck you lots and lots after this! I'll suck on your fat nuts until they feel like they're gonna pop, just don't pull out, hyaaahn~" Her hips were soon moving faster and faster, the silky glove of her tight pussy constricting around his penis tip and shaft, energetically milking him, her inborn urges to pleasure cock, his cock, at an all-time high.

His hips met hers, stuffing those pussy folds full! Fluttershy’s capacity for naughtiness never failed to amaze Dusk and with how hot her pussy had gotten, today would be no exception. In just one penetration, she’d gone from an adorable girl to this cock hungry seductress, with no salvation for his cock in sight! It was a delight.

The length of that heavy rod continued its lewd plunge into the silken, squishy depths of that tight pussy mound, splitting those tender folds wide around the girth of his stiff, heavy prick. He was pounding Fluttershy’s pussy almost on pure instinct, while his full attention was focused on Rarity’s heavy breasts shoved into his face! He nuzzled the heavy bosom mooshed into his face, his hand snaking down against the curve of that bubbly ass. Even with Fluttershy moaning like a bitch in heat, he still busied himself sealing his lips around the thick, tender nub of Rarity's nipple. She groaned just as hard as he suckled firmly at her saucy, tender bead, working it gently as if he were nursing from it.

Soon, his thrusts became more erratic, and as he teased Rarity's tender nub, his breaths became short and swift. His cock began to throb within that pudgy mound. He began to moan in time with Fluttershy, his cries coming out muffled at first thanks to Rarity’s smothering mass of titty flesh, but growing louder and louder as Floots’s pussy gripped him tightly. She’d give him a milking he wouldn't soon forget.

His tensed up, groans becoming more desperate as Fluttershy dropped on top of him again and again. "Oh god... I'm g-gonna cum..."

He redoubled his sucking on that thick teat between his lips, his head tugging back a slight on Rarity's tender nipple.

As soon as he uttered those delightful words, a frantic look entered Fluttershy's eyes. She began to possessively hunt his sperm! Rather than full-length thrusts, she hilted him inside her hot puss, balls slapping her labia. She rolled her hips in feisty circles, trying to keep him deep inside her velvet cock-trap. She touched the tip of his penis to her cervix and crooned in his ear luridly. Every rock of her hips was done not with the desire to get herself off, far from it! She moved in the ways she hoped would best suit teasing a sticky, messy load out of him as soon as possible, get his hot spunk flowing into her and making a mess of her insides!

Her pussy was selectively tightening and loosening for each inch, letting him travel inward and then trapping him there before letting him only push just a smidgen further, fully tasting his manhood underneath the glue-thick layers of mixed pre and girl cream. Each inch that he put into her marked another peak in pleasure for her, and another pulsating wave of firm softness enveloping what length of him was trapped in that voracious cock-swallowing cunt of hers. It was almost like a ring of focused pressure traveling up and down his shaft, perfectly formed grip that pulled him in and forced his swollen glans to squeeze into the soft textures ahead of it. Her steamy cervix was stroking him off, gently peeling open to give the tip of his cock soft little tender kisses, and she huffed ravenously in his ear, "P-Pump your girl full of your cream."

She could barely muster up the courage to say anything else after that! She just rocked her hips back and forth, touching the mouth of her womb against his pecker again and again, face burning bright-red as she stroked him off with her insides. She let out rapid, gasping breaths as she got closer and closer to firing off herself, so deliriously enamoured with her man that just hearing he was close to cumming was enough to make her pussy twitch!

His cock began to seize up as Fluttershy pushed herself down entirely upon him, driving the entirety of that stiff, aching pole deep into the wet glove of her pussy mound. It fit him perfectly, and when those hips began to roll around in a circle against his own, he almost came right there! As Fluttershy’s cock-milking grew more intense, he could only feel his cock and her pussy: he finally released Rarity’s nipple between his lips and could only groan into her immense bosom.

His locked his gaze with Fluttershy’s lovestruck eyes as she possessively hunted for that thick payload. His cock tingled, thick globs of precum painting those tender insides in a cloudy, transparent coat of glistening lewdity.

He couldn't last much longer. It was a miracle he'd lasted this long! He set his jaw as he felt her cervix delivering those lewd kisses, her lurid moans filling his ear. His cock began to spasm within the tight, warm depths of her fleshy pussy.

His thrusts became more and more erratic and wild by the second as he got close to unloading into her. He plunged into her one final time, and at his apex, with that head buried neatly within her tight, gripping cervix, he let loose, shooting glob after sticky glob of his seed deep into the tender depths of Fluttershy’s fabled opening. "Fuck! Oh god, yes!"

Their sex-goddess bodies told him to dump his cum deep inside and he couldn't help but obey. Their sexiness had long since driven this poor male wild! He wouldn't be able to calm down until they'd emptied his sperm-packed balls with ruthless application of their amazing curves.

Her toes curled when his balls tightened. He came deep inside, directly into her womb. It would've been risky sex if there were even a few ropes of semen going inside and onto any waiting eggs, but instead anything waiting for him in there would have been roughly submerged in cupfuls of goopy, bubbling, frothing semen! She whined as she felt each individual shot striking her insides full-force, quickly adding to the thick goop rising from the base of her womb to the brim, filling her up like a good bitch.

So much came out that it began to pack into that pudgy pussy. With his cock neatly plugging her, fighting against the incredible pressure of sperm trying escape, his semen had nowhere to go, invading every pore, rushing into every receptive spot, coating every last inch of the woman's insides with his virile spunk. When he pulled out, his cock was still jack-hammering between his thighs, still cumming, splattering plenty of semen from her throat to her pussy. Huge amounts of cum rushed out of her pussy almost straight away and splattered everywhere~

Fluttershy, good little girl she was, had made Master’s cock cum hard. Just like she always did. There was no end to her lust for Dusk’s thick prick. Thick, ropey strands of cum streaked along the beauty's front side, decorating that pale flesh with that pearly cum of his.

Dusk’s throbbing stiffy emerged from the hot den of female flesh. After having been fully immersed in pussy after pussy for so long, the cool air was almost unnatural, but he was only able to enjoy it for a brief moment! It throbbed in the air between the three of them, drawing Rarity’s hungry gaze in mere moments. It was still twitching and spurting, not even done cumming, but she didn’t care one bit and, despite Fluttershy's feeble protests, Rares had soon snapped the head of his steamy pussy-pounder daintily between thumb and forefinger.

"Mmmn, don't fret, Floots. I'll give you more cock cream soon."

“You better...” she pouted, face hidden behind her hands.

His slimy, pussy-smeared cock twitched and spurted between those dainty digits, like some sort of wild beast. It was quite an image to take in: Ponyville’s daintiest mare and this nasty, veiny, fat fuckstick! And it only got more perverse from there, as she stuffed herself, sealing her sticky pussy around his hole greedily, helping herself to inch after inch. She pulled him inside. “Guuugh!” Rarity was finally getting her itch scratched!

The plump gal was so eager to get stuffed, she could barely get into position for him on the bed. Pale, thick calves and thighs swung in the air, her breath coming in hot pants, before she finally ended up how she wanted.

She was on the bed on her side, one knee held between both of her hands, giving him a firm shelf of leg-flesh to hold onto while he helped himself to her pussy. It was the a lurid position reserved for true perverts! With her lips slightly apart and a dreamy look in her eyes, she made fuck with their man in the most whorish sex-position imaginable. She’d waited patiently while the other four got fucked and now... Sophisticated and classy Rarity was at fever pitch!

A few healthy globs had already painted her inner walls white within his first few thrusts.

He eased Fluttershy against his side gently, before curling one hand beneath Rarity’s leg, pinning her knee down against her shoulder. It gave all three of them a nice view of that cock as it split into her tender folds. His free hand slid around to cup one of Fluttershy’s big, heavy tits.

“So now I have five of you to keep stuffed... Nnnngh... My balls will never get backed up as long as you’re all here to keep them drained." His hips bucked upward, and he let out a lewd, animalistic growl, as his fingers kneaded and squeezed into what he could grab of that deliciously fat, bountiful breast. His hips began to piston swiftly, gliding that still-sensitive dick deep into the silken embrace of her tight, tender pussy mound. The lewd wet pop! pop! pop! noise of his hips colliding with hers filled the air, his pendulous sack swatting lewdly against the tender clit and those pudgy folds of hers.

There was quite some difference in the way these two girls went about treating him. After such gentle love-making with Fluttershy, Rarity's pussy-massage was a shock to the system. Fluttershy's body was silky and sensual, everything a man could want in a doting, sweethearted housewife. She glid gently up and down his shaft, teasing his sensitive spots and inviting him to blow a hot mess deep inside. Soft, gentle, sweet.

Rarity, however... She gripped him hungrily, her eager, ravenous pussy biting into his cock, tightening up around him. She obviously wasn’t going to be satisfied until her insides were plastered with Dusk's DNA. The face she was making was the perfect fit for such a naughty, hyper-fertile pussy, her eyes glimmering mischievously as she looked up at him, the littlest smirk of triumph on her face. "How do you like my pussy, Dusk? I remember how pent-up you looked the first time you had it!"

She seized his whole nutsack tightly in one her dainty hands, churning them around like worry balls. The moment she gripped those heavy nuts, she'd feel his seed rushing within, and the face he made was priceless as he felt it intensify with each plunge into her he made. He could feel her pulling on him with all of her might, and it made those heavy cum tanks throb between her fingers as more of that virile nut juice began to filter into those thick, engorged balls. He still had so much more semen to give.

"It must've been, mnmmmn, simply awful for you and these plump bad boys to not be able to stick yourself up all of Ponyville’s mares, mm? Yes, a male like you needs lots of generosity, doesn’t he? You’re welcome to rampage around inside all of us until you spurt, darling..."

Rarity laced her fingers around his neck, drawing him in for a wet, dripping kiss that made his heart race. His hips really began to move, the length of that cock swiftly disappearing into her, grunting as she pulled him in for that heart-melting kiss. It made his body tingle, and as his arm gripped tightly to that plush thigh. His hand moved to the tender bundle of nerves nestled between her silken petals and began to rub swiftly.

She began to husk sweetly in his ear, in a more feminine, alluring tone. "At first I took you for the kind of man who'd settle for the nearest pussy, but I can see you have quite some discerning tastes after all, mmhmhm... But since you were a good boy and resisted for so long... I’m extremely happy to be your woman, darling. And I’m glad all my friends are here with me to make sure all the semen your bloated nuts produced during the day can be drained out by our excitable pussies~ You like having us around for that, don’t you, dear? Mmm? Oooh, fuck me, Dusk, fuck meeeee..."

Her tight enclosure became a vice grip for him to plunge into. It gripped him tighter than anything he'd ever imagined, and sought to greedily milk every drop of that musky milk from his balls.

"Mmmmf, you’re so naughty... I can’t take it!" His aching member began to dump glob after glob of that hot, cloudy pre-jizz into her, painting those walls white and leaving his cock glistening with each continuous drive he made further into the depths of her sex. She'd feel him sheathed completely in her, and the head poked up into her womb, just as it had the others before her, his nose brushing against the side of her neck. He was turned on beyond comprehension. He was stuffing their tight little cunts to the brim, each push drawing him closer and closer to the big release.

"You're all fucking mine!" he growled possessively, as his hips began to plunge rapidly into hers with wild abandon, a blur of motion showing just how worked up he was.

"You're my lovely, doting little girlfriends for now, and forever... Ooh, I fucking love you, Rarity... I love you Fluttershy... I love all of you girls so much!"

Fluttershy wasn't down for the count just yet. As he pumped Rarity full of semen, his other girl dropped down behind him, landing on his back with a little "Woof!", resting her hands on his shoulders. "We love you too, Dusk. We'll always be by your side. I love you."

His hips drove into her, the lewd clapclapclapclapclap! of his powerful midsection against that juicy, jiggly rump filled the air, adding to the symphony of groans, moans and dirty words. "You're gonna make me... Nnfff ... Cum again...”

While Rarity frantically bucked and squirmed under him, Fluttershy demurely took a seat beside her, making eyes at their mutual master, batting her silky long lashes. She peeled her pussy with two fingers and began showing off to him, stirring her insides. He didn’t relent on his pace, even as Fluttershy shifted to settle next to Rarity and show off those cream painted insides. She scooped up a big dollop of his semen on the end of her finger, staring at it with a faint smile. Then she looked up at him and said words he'd never, ever forget.

He almost couldn't hear her soft little whispers over Rarity's loud moans, but as if in a dream, he heard his sweet, innocent girl say, "Dusk's hot semen, uuuu... It’s all the way inside of me now, I simply don’t know what to do~ Oooh, I do so hope it swims deeper, Dusky~ I wouldn’t mind having your baby one bit."

When she was sure she had his attention, she used her finger to push his seed deeper inside her own body. She did it a few more times, looked up at him hopefully, spreading her legs apart. "More please! I simply must have some more of that tantalizing semen of yours!"

She was speaking words he'd never imagined he'd hear. He stared on into Fluttershy's loving eyes. "Mmnf. Ahnn... Climb on!" He couldn’t even finish his sentence! The lurid sight was too much for him.

The continued pounding of his hips into Rarity's juicy rump filled the air, and his groans began to increase in volume, his eyelids fluttering as his absolutely ravenous, insatiable girl milked him for every drop. He hugged her around her chest, a hand spread over one of those thick, heavy tits as he began to kiss her cheek hungrily, his lips pressing against the corner of Rarity's lips.

The thrusts of his hips became erratic suddenly. It wasn't long before the length of that cock began to tense and pulse within Rarity’s body. She knew she had succeeded in milking that cock, in making it spurt his hot, sticky nut butter deep within her. He groaned with satisfaction at that sweet, sweet release, his cock bulging up and then loosening in its tension as it shot deep into her. He pushed all the way inside her and let loose. He filled her womb full. Hot gushes of cum overflowed that beautiful mound.

He held his position, never pulling out, never even drawing back a slight except to pack that sticky cum deeper into his lovely girl's tender mound. She'd feel the little swimmers wiggling their way into the egg, and overflowing her ovaries and filling her full of that hot spunk. That triumphant growl of perverse pleasure filtered from his lips and he fell against Rarity, basking in the heady pleasure inspired by the mind blowing orgasm she'd induced.

"Ooohyessssss..." His hips bucked once more, packing it away deep.

When he spoke to Fluttershy, inviting her to join them, she soon found her eyes being drawn to her friend's heavy, bouncing tits... She needed some purchase to climb onto, and those would do nicely. She stared and stared, biting her thick lip. Rarity's breasts were so perfectly big, pale and round, just like her own. But these were someone else's!

Once Dusk had finally finished packing his lovespunk deep inside Rarity, she was quick to move closer to the pair. Rarity was sitting back on her knees, chest rising and falling, tongue hanging out limply, too exhausted to do much of anything, and she let out a little squeal when she saw Fluttershy approaching! She couldn't even raise her hands to defend herself.

"Big... juicy... tits!" said Fluttershy suddenly, tightening her fingers in the air in a lewd gripping motion, before snapping up Rarity's tits from the underside, thumbs digging into the creamy flesh on the inside, while her fingers went for those pink, stiff nipples.

Rarity's head spun, the beauty unable to have her breasts played with so erotically. From where Dusk was sitting, she'd whipped her head back all the way, back arching, until all he could see of her was her immense, wobbling tits writhing in the air above her, and her extended tongue straining directly upwards. "Nooo...! Let me go! I'm so sensitive, ahhhn! Your fingers are sinking in so deep!"

Fluttershy giggled and just pounced on her friend all over again, holding one enormous milk-dispenser with both hands. The flesh under her hands got squeezed into a pudding-like shape, while that above was molded into an almost perfect circle by the other girl's questing fingers, capped by a luridly throbbing nipple. If her mammary glands had been stuffed with milk at that moment, she would've shot at least ten feet in the air from that much pressure on her chest!

Fluttershy grinned and leaned in, suddenly attaching her lips to the other girl's nipple, taking it inside her mouth and lashing it lewdly with her slippery wet tongue. It looked like she was discovering a new side to her timid and shy personality, a side that wanted to be babied by other girl's big fat titties. She sucked and sucked and sucked, moaning naughtily as she helped herself so greedily. With her on top of Rarity, they were both presented a convenient little pussy stack for their man, both their sexy girl-spots still dripping his fresh semen.

Dusk was amazed. These girls were devious little minxes, moreso than he could have expected. Especially Fluttershy. He'd always known her to be so adorably timid, and yet here she was talking dirty and fondling her twin friend's big, ample bosoms!

Slowly, he drew his hips back, pulling his length from deep within the silken depths of that tight little pussy and inserted it into Fluttershy with a squish. He gave her a few thrusts and then he was back to Rarity. Then Fluttershy again. The length of his vibrant cock ached inside both of their pussies, and soon he was shuddering again as he began once again dumping glob after glob of hot, sticky jizz deep within their silken gloves. The sight of Fluttershy jumping at the opportunity to join in, those hands pushed into Rarity's mounds right before his eyes, had caused another load to be pumped into their bodies. He rolled slowly onto his back, wanting to finally relax for just a moment. However, what happened next didn't register with him until it was too late.

Rarity finally came down from her pleasure, recovering enough to place a hand on the back of Fluttershy's head, stroking her hair gently. "Geez... Is that good? Do you like my titties? You like them almost as much as that naughty pervert over there, mmhmhm. But I'm gonna punish you for being so reckless with them..."

"What do you think? Is giving Dusk a titjob enough of a punishment...?" she asked sweetly, both of the girls turning towards him, their four immense breasts clapping together.

Just before he had the opportunity to say something about the situation, he heard the girl speak, before those big, bountiful tits pressed against him from all sides. Soon, Dusk's cock was smothered in titty-flesh, each girl's hands planted on their own chests, ruthlessly smooshing his iron-hard cock between an endless bounty of pale, white breast. Breasts that were large enough to jut out wider than either girl's shoulders, breasts that came almost all the way to their belly-buttons, were now forming an endless river of cleavage along Dusk's lap with the sole intent of wringing out every last drop of his hot, sticky semen. Every rub on his cock seemed to glance their nipples together, but the two girls tirelessly continued their work. With both their booties in the air, their sperm-packed pussies were proudly on display, a steady flow of Dusk's load constantly dripping out of them.

"Does it feel good, master?"

"We're in heat, Dusky... We're your in-heat bitches! If you don't pump out a big load to calm your very high-maintenance girls down, there's gonna be trouble, neeheehee!"

A dual pair that were bigger than any woman he'd ever been with sandwiched the length of that heavy cock lewdly between them. With so much breast flesh at the girl's disposal, his cock might have a hard time staying in command of the situation! For every moment he got to thrust his fat pole into their slippery, princess-grade breast flesh, it seemed like there were ten more where he was totally at their mercy, cock pinned and rubbed whichever way the girls desired! His penis was being swept back and forth between the creamy valley of titflesh enveloping it. Sometimes it was swallowed up entirely, but whenever the tip of his shaft bobbed to the surface, it drew plenty of laughter, smiles and teasing licks from both girls. They were just so happy to see his cock!

The pulsing head rose proudly before their eyes, the bulbous tip settled inches from the mouths of his sweet, loving little beauties. He groaned, his lips parting to loose a hot little gasp. His hips bucked slowly, the length of that fat cock drew upward between those ample bosoms, thrusting eagerly into the silken enclosure of living, naughty tittyflesh. "Oh f-fuck... Again...?”

His only response was their twin-tongues descending, working together and squirming under and around the head and foreskin. They scooped up any semen that hadn't been collected previously and keeping his penis sparkling clean and constantly dripping.

The air was filled with the soft giggles of beautiful girls as Dusk's cock was trapped between the sensual caress of their breasts. When they weren't focused on rolling their titties up and down his simply marvelous penis, their eyes were locked on his, shining with a submissive light that promised to bring him endless pleasure. They were truly their master's ball-draining slavegirls.

This was like heaven. Little tender teasing giggles, soft cooing sounds and their lush, curvy forms. He had fallen for it, fallen into their naughty little trap and he'd loved every single second of it. He thrust his hips when he could, but was ultimately being dominated by the big, bountiful tits that smothered the length of that turgid pole. He watched as those soft tongues bathed the head of his dick with lewd affections, giggling giddily at the sight of the length of that long dick spearing upward into the air between those ample bosoms, the trade off and conjunctive licking and lewd teasing of the head driving him crazy. He could already feel his balls churning with fresh seed.

It was inbetween those frantic cock-licks that the girls happened to spy a new target for their affections. Dusk's nipples, hitherto ignored, now drew the pervert-gal's hungry eyes. After so much sex and fucking, both girls faces were almost entirely obscured under the hair that had matted to their faces with sweat, so when he saw both their mouths fall open simultaneously, greedy tongues slurping over their plush lips, it looked extra perverse.

He didn't have any time to respond before the girls dove in, each sealing her lips around one of his nipples, attacking them with all their lust and enthusiasm. Each girl steadied herself on him with one hand as she licked, keeping her other hand rubbing her breasts up and down his pole. Could any man withstand such a decadent, servile assault for long~?

He offered a loud yelp of surprise, as he felt them suddenly attack those nipples of his, eyelids opening wide as he felt them begin to latch their lips in place, suckling firmly at them. He shuddered, cock spasming lewdly between the masses of pillowy bosom, aching with the sudden urge to release right then and there as they delivered such a decadent, salacious assault upon his body. He could barely even register a thought, let alone form complete sentences.

"F-fuck... I..." He muttered softly, his cheeks a vibrant crimson as the motion of those bosoms became all the more intense, his body shuddering visibly.

"N-ooohf-fuck...!!!" His eyelids slowly rolled back and he felt himself shake from the continued attentions of those two delightful little beauties.

Slave girls to their master, pleasuring his cock with every ounce of their being, and the eager willingness of naughty little beauties. His cock twitched, and he gritted his teeth tightly as those ample tits once more rose along the length of it, delivering a payload that splattered all over their encompassing cleavage. His chest was rising and falling rapidly as those beautiful beauties made him cum harder than anyone ever had. Thick, white cream began to fill in the crevice of those heavy tits. It overflowed, the girls able to feel his warmth seeping out, bathing the topsides of those massive, pale breasts, coating them in his lewd cream.

"Oooohyesssssssss!!!!"

A lesser man might have considered the sex over by then, but just as Dusk was considering a break, a familiar voice reached his ears. “Yoohoo~ Dusky! The next party event is waiting for yoooouuuuu! Come’n’get it!”

Pinkie-Pie was gesticulating to him like a fry chef serving up straight from the grill.

She and Applejack were holding Rainbow Dash in place, the third girl squirming between the others. “Mmmn, I dunno, I might’ve had enough for today, you two...!” she began, but Dusk was already inching over, licking his greedy chops.

While Rainbow Dash was turned sideways to scold them for holding her in place, their man stepped forwards, jamming the shaft of his cock right into her cheek hard enough to push her skin up!

No matter how many times they saw his dick, each encounter was still a brain-melting experience. That dick! It was so hot that steam was rising off of it, the shaft making her face feel incredibly warm. As he dragged it across her cheek towards her mouth, it left a sizzling trail of spicy precum that made her mind fuzzy and instantly made her holes ache.

Rainbow Dash gasped as she felt him press right against her smooth skin, the heat of it hitting her like a wave. This wasn't at all like being jabbed in the cheek with a wooden spoon like her mommy used to do, it was more like having a huffing, angry bull snorting and huffing its hot breath directly onto you, when you were just a cute little in-heat cow. It was a cock that would stain her nicely.

Despite everything he’d been through today, a glimpse under the shaft revealed those swollen orbs were still ready for more, swinging heavily under that splendid shaft. His nuts were still swelled bursting with plenty more cum... This man was a monster! It looked like there was enough seed swarming in there to turn her from good girl to slut ten times over!

She turned to face him, perhaps protest, only for the head of that cock to be prodding right up against her full lips, ones that were clearly meant for sucking dicks, rather than complaining at cute girls. It grazed her slippery mouth. "Hey. Rainbow. Suck my dick."

Worse still, the heady scent of it was going right to her brain now, and it took her a lot of effort not to just spread her lips wide and go down on that thick sceptre right before her. It was so big, so hard, so long... Deep inside, she wondered if she could take it all, a lusty look overtaking her for just a moment, unable to hide the fact that she really did want it. Her lips began to spread, the head slowly slipping between her lips, her eyes going wide as she suddenly realised just what she was doing!

A-and those two stupid girls cheering as the cock slid past her lips weren't helping at all!
He gave Applejack and Pinkie Pie a thumbs-up as inch after inch of his hot cock continued to wean the sexy girl off of the men of her town, and get her further addicted to his taste and scent. All these Ponyville gals were so fucking cute and sweet, he just wanted to slam-dunk all their throats and pussies and assholes with his hard, thick dick.

So as inch after inch of his fat, meaty scepter disappeared into Dash's body, he let out a rough groan and arched his back, shuddering at how good making a girl into his slave felt. "Mmmn, holy shit! She's a real sucker! A natural born dick-licker!"

Rainbow Dash was just about to try and pull back when he pushed forward, inch after inch of his cock somehow sinking right down into her mouth, spreading her lips just about as wide as they could go. He shifted his hips and inched forward a bit further, feeling like he'd bottomed out in Dash, when she surprised him by opening up her throat to take a few more inches. She felt those immense balls slap her chin and he sighed in relief. He had her head tilted all the way back now and was just about sitting on her face, the posture reminiscent of a fisherman who'd hooked a big one!

Her tongue was pinned down underneath it, weakly licking at the underside even as he pressed further forward, forcing his way into her tight throat with little more than a muffled gag from the pony. Her eyes were staring to water as she spluttered all around his length.

It was getting harder and harder for her to think though, both from the scent of that fat cock, and the distinct lack of air getting to her brain, enough to make her eyes slowly roll back, and bubbles of drool appear around that base of his cock. She was being completely dominated by this perverted man and his fat cock, and worse, she was loving every second of it. Even if it was gonna leave her throat pretty sore!

"Yaaaa - Ooh, get the camera! Look at the way her throat's bulging! Film that! Film it! Wow, you can see the outline of his penis perfectly, oh fuck...!"

He shifted from standing in front of her knees to having a foot on either side of them, touching just about halfway up her thick thighs as he drove deeper into her. It was a cruel position that forced her head even further back, driving her heels deeper into her own soft, plush ass as he dangled his cock even deeper down her throat. He began moving his hips in energetic thrusts, his hard ass quaking with the exertion of drawing all the way back to the tip, then hilting in Dash's drooling, oozing throat-pussy again and again!

Every time the tip drew back to her lips, it was the lewdest thing! It looked like she was kissing it, eyes fluttered back in her head, or sometimes meeting the arrogant glow in his. He loved the sensation of her throat fitting his cock like a glove. His dick swelled up as he got closer to unloading another one of his cutie-staining hot, sticky messes.

Applejack and Pinkie Pie had indeed fetched a camera, and took up positions around the coupling pair, not wanting to miss an exciting second of this naughty, rough sex!

Rainbow Dash could do little more than gag and choke on that length as it began to reshape her throat, each thrust making it into more and more of a nice warm holster for his dick. Her hands grabbed at his hips, but all she could do was hold on as they slammed back and forth, making her into more and more of a sloppy, cock-addicted slut~

"Gosh, just look at how well she can take that thing..." mused Applejack, a smile on her face.

"Mmmgh, she's a natural!" he hissed, pursing his lips and making a silly face as he got closer to cumming. He suddenly groaned out loud, and then Dash felt it: his cock went off like a firehose, pouring a constant, steady stream of semen out of his balls and into her mouth, like he expected her to chug it, or drink it. It sizzled the inside of her throat with its creamy warmth, making her feel permanently stained, before he drew it back and made the inside of her mouth a hot swamp of his DNA. He pointed the tip at her thrashing tongue and splattered it with semen like he was trying to stick it to the bottom of her mouth!

"Nnnnngh!" he gasped as he finally drew it out of her mouth, but held her mouth open by gripping her chin. With his cock-tip a few inches from her orifice, he aimed the rest at the well of semen between her pink lips and fired away. Dashy gulped down the cum that poured into her waiting mouth, butt twitching as he soiled her with spurt after spurt of his stinking semen, each gush seeming to go right to her belly. Then it was in her mouth, on her tongue, the taste of it, the scent of it, both of them hitting her with near enough force to blow her still recovering mind~

Both of the other girls were cheering again, standing by his sides with the camera pointed at Dash's face. They were eager to film her reaction to being used as a sperm toilet! The camera caught the glazed expression her face for the few moments it lasted, as well as how she spluttered and gasped for air, long stands of bubbly drool mixing with the beads of semen that hung from her abused mouth.

Her pussy was soaked.

His large, intimidating dick was still nice and stiff. He had plenty more semen to stuff inside this cutie. He reached down to Dash, admiring the semen flowing out of her open mouth, and tilted her face up to look at him. "Hey, you alright~? We're not done yet, you know..."

"Nnnnhhh.. N-not done...?" she mumbled, clearly still unable to think straight, hardly able to look up into his eyes as she spilt more of the seemingly endless amount of seed onto the floor.

"That's right! We can at least film another position, or maybe two, don’t you think?" Pinkie Pie asked, a massive grin on her face. It was clear that she was one pervy pony, always overflowing with lewd ideas to turn any other girl she knew into a sperm-smeared mess!

"Mhm! Anal scene next! Then maybe her pussy too, some big pervos are really into that breeding fetish stuff," said Applejack, grinning towards where Fluttershy and Rarity were quietly laying and watching. Both of them turned bright red and Rarity twirled a finger in her hair.

“I have no idea what you’re talking about, darling! That’s definitely more Fluttershy’s thing, ahem!”

Dusk didn't need more encouragement than that! Dash was thrown down onto her hands and knees, her dripping latex bodysuit peeled right off her ass and tossed aside, leaving her tight asshole and dripping pussy exposed~ He peeled her buttcheeks all the way apart, spreading them super-far, making sure everything was exposed to the camera.

Once they'd got plenty of nice shots, he lifted his ass like an animal almost, and began getting into an extra-lewd position! This wasn't going to be any sort of normal, nice-boy fuck, this was going to be raw and perverted hentai sex for the camera! He lifted one foot and planted it on her ass, then lifted the other and did the same! The first wasn't so bad, he braced himself on her thick booty flesh, but when he lifted his other foot, she was bearing the entire weight of his body on her ass! He hooked his fingers in Dash's hair, dragging her head back, and letting him anchor himself on her ass as he drove into her butt from behind! It took a little work getting his big dick in her tiny butthole, but when he was moving...!

Rainbow gasped as he pressed her to the ground, wings weakly fluttering in the air. He was pretty heavy, and certainly much bigger than her, a fact that was only emphasised by the thick cock threatening to batter it's way inside her tight pucker! Her head was tugged back, and then, she felt it, that dick somehow forcing it's way inside, as if her whole body was designed to give in to this man, her holes made to accept his fat megacock~

The angle was insane, big cock scratching roughly along the underside of her ass with each thrust. He scratched an itch she never knew she'd had until now, leaving more of his hot, staining nutbatter along the length of the inside of her big, plump rear~ "Mmmm! That's good! Her ass is good!"

That certainly didn't stop her from crying out as he sank inside though, her small hole spread nice and wide by the thick length, his insistent thrusts enough to have him hilting within her in moments. "Ahhn~ Oh fuck~ Cock is so gooood~ Anal is the best~!" she moaned, her speech turning into that of a junior hentai girl, her mind and body being clearly corrupted by the lewd, lewd man!

Dusk leaned over Rainbow, his cool, calm expression contrasting the look of manic, guilty glee on her beautiful features. This might just be the best butt I've ever fucked. So tight!" he hissed into her ear.

"Her butt is not better! My butt is the best by far!" Pinkie huffed from the sidelines! Even if she was an anal virgin, there simply wasn’t any doubt in her mind. "I-I'd show you, b-but.."

He was huffing and puffing like an animal as he drove into Dash's rear again and again and again... He almost didn't register Pinkie Pie's complaining, but he looked up in her direction and halted his violent asshole-bullying for just a second!

"Mmmm? You had something in mind, Pinkie Pie?" he asked. His cock was BURIED in Dash, all the way, and he left it there as he turned to look her up and down. The pony was squirming, her lower body swinging wildly as she struggled to handle that massive length just resting in her once-tight ass, the fat dick stretching out her hole into the shape of his cock. The discomfort of being stretched by something so big and hard, totally unmoving in her, was something she’d never forget! When he was thrusting into her it felt divine, but this was so uncomfortable!

Her hips began to slowly slide back and forth, trying anything to keep him moving, completely aware of just how lewd it would look~

"Pinkie Pie obviously wants to star too!" Applejack teased, giving her friend a cute shove on the back, forcing the pink-haired gal in front of the camera, easily in range of their lewd boyfriend’s hands!

"No AJ! I meant that you'd do better this time!" Pinkie Pie huffed in turn, tugging her friend over to her as well, so that now both girls were ruining their own film!~ They kept tugging and shoving, both of them making excuses and daring the other, until finally, somehow, all three girls were stacked up before him, Applejack at the bottom, Dash at the top and Pinkie’s huge, fat ass in the middle, with their cute holes totally at the mercy of his cock.

Despite all the whining and crying from the girls pair, there wasn't a girl in this castle that didn't want her butthole split by a tasty, fat cock. He plunged into Applejack first, giving the brown-skinned qt pony's butthole a rich, hard, deep anal pounding that left her gaping.

Then, after 20 or so thrusts, he drew out and forced his sticky cock right into her friend, hilting all the way inside. And then Rainbow Dash got her second fuck too!

The lewd sight before him of three cock-abused assholes stretched out, all trying to close up and put an end to their shameful gaping, was too perverted for words. If a girl's rear was getting too tight again, he'd stab his prick deep into her ass and stretch her out again, plundering her insides with his naughty, fat cock! The three wriggling, squirming, mewling cuties were all getting assfucked together by their fat-dicked master, just like good girls should!

All three cuties were mewling and moaning now, two of them constantly wondering when he'd finish with the other and stretch out their rear next. That amazing cock turned them all into anal-loving buttsluts, thrust by thrust.

"Nnnngh~ stupid Applejack! My poor tushy can’t handle thiiiis!” moaned Pinkie, the fat cock having left her tight asshole gaped wide open after just a few thrusts.

"You only got yourself to blame, sugarcube!" her friend gasped right back, her rear stretched out seemingly even more than she remembered from last time. She hadn't been able to sit down for a week then, so this time...

"Mnnnf~ L-Least you two are g-getting what y-Iyaah! Y-You deserve!" Dash started, only for the fat cock to make sure she couldn't get a sentence in without at least one cute moan escaping her lips. He loved that especially! To these girls, the best punishment for a girl was anal sex, and it always would be~ If he'd asked Dash to hold the other two down for him right now, she probably would have! Somehow this was all their fault, and the big-dicked bull roughly coring out their butts with his rock-hard prick was tooootally innocent!

He kissed Dash, then Applejack, then Pinkie Pie, then got down to the real important task here: creampie’ing some hot, tight rears. One by one, he dumped huge, sloppy loads in the girl's assholes, filling them up with frothy, bubbling semen that oozed out of their rumps... Applejack got hers first, bringing her to a searing hot anal orgasm, then Pinkie Pie's ass was left a bubbly, stuffed mess. Rainbow Dash was last, a sperm milkshake that she guzzled greedily with her butt, most of his seed disappearing into her tummy rather than oozing out. He finally collapsed in front of them, lurid cock oozing fresh semen, obviously needing a tongue-bath pick-me-up deployed ASAP.

The stack of girls untangled itself, no mean feat when their cum-filled rears were dripping down onto each other, and they were holding each other so tightly! All three of them had been stunned by the power of those anal orgams as well, each one left panting wildly, as if they were little more than slaves to his fat cock.

So it was no surprise that first Dash, then the two earth ponies were lapping and licking at his cock, greedily slurping up the cum that coated it. Soon, Pinkie Pie's lips were sliding up and down the shaft, greedily taking his shaft. Dash and Applejack were gently suckling his sack, each one popping a nut into her mouth so that she could roll her tongue right over it. Secretly, they both wanted him for give Pinkie Pie's belly a nice filling of cream.

Under their careful, thorough ministrations, those completely lewd whores got their master’s pole nice and fat and stiff above! It cast a long shadow over their faces, making them feel all the more subservient and in their rightful place underneath it. He ran his fingers through their hair, one after another.

"Mmm, cleaning it up even after it's been inside your naughty butts? You girls are so fucking dirty, you're pigs the whole lot of you. "

He was teasing mostly, but they seemed to be headed down that route anyway! Eventually, he unstuck Pinkie Pie's lips from the shaft, but he liked having a massive nut stuffing Dash and Applejack each, so they could stay. "Mmmmn, where to put this hard, fat dick of mine next, huh~? Where, where, where~"

"Wah~ M-Maybe we could....do a breeding scene...J-just for the camera, you understand!" Pinkie Pie gasped, a little cum still staining the corner of her mouth.

And she wanted to be the one doing the riding, those two could just stay there and make sure the cumshot was nice and big! Of course it would be the chubby pinkette who wanted to have risky sex. She was just such a slutty little bimbo who loved dick!

She didn't even wait for him to respond, already raising herself up, her dripping wet sex hovering over his rock hard cock. Then, her hips came crashing down, the cutie crying out as she impaled herself on that fat dick! The other two hardly had time to react, their eyes wide as suddenly Pinkie Pie's butt was right in their faces, making sure they could do little more than make muffled protests, and more importantly, keep sucking like good little pets.

Dusk smiled out from under that thick head of hair as he looked up at her, hands closing around her waist in a commanding grip, bare cock hilted inside of her unprotected pussy! "Well, let it be on your head if today's a dangerous day, Pinkie Pie! 'Cause I'm sure as shit not pulling out, and I'm not wrapping it up, either~ I'm going to put my dick, stiff cock all the way inside and only cum once I'm hilted in your delectable, high-quality pony-pussy!"

True to his word, he started stimulating her body with long, saucy thrusts that made her insides ache and quiver, driving her towards that eye-rolled, tongue-hanging look of a pleasured bitch that they were all teetering dangerously close to. He drove her thick, childbearing hips up and down on his hot cock, getting ready to let his seed out and inseminate this hot little pony! "Nnngh! Here it comes~!"

Pinkie Pie was moaning and gasping, her mind blown by the very first thrust he made into her unprotected pussy, ears twitching wildly, juices leaking from her pussy, her whole body tingling with delight. Right now she didn't want anything other than to be filled to the brim with his hot, sticky seed. She didn't know if it was a safe day, and she didn't care! After all, thinking was for nerds like Twilight! Having fun like this was much better!

Her hips began to buck against his strokes, riding him as if her were some kind of wild beast, one that stirred up her insides with every movement of his hips. She could feel him throbbing inside her, so close to filling her with his cream, so close to making her into a proper little pony cock slave.

She got to experience the awesome sensation of that super-strong cock cumming again... He came with such force that it took her breath away, sticky ropes of semen splashing inside of her, all while he clutched her body tightly. Both of them convulsed with the force of his ejaculation and her pleasured orgasms as he drained his seed-bloated balls into the lurid pony who didn't care about anything other than the pleasure of serving cock! He cried out again and again, his abused, worn-out cock seemingly finally ready to go limp after his fourteenth ejaculation over the last few hours! All around him, girls were leaking what must be litres of his naughty, free-flowing semen, he'd really splashed it around with reckless abandon today!

He was one naughty, naughty boy who shouldn't be allowed to get his cock near cute girls... Which was exactly why he now had five doting, obedient cuties to fuck whenever he wanted.

Once the mood had simmered down a little bit, the girls were gathered around Dusk in a big snuggle pile. Rainbow Dash lifted her lips from Dusk’s penis long enough to say, “So, uh, when’s Twilight getting back to Ponyville, anyway? Does anybody know?”

Rarity waved her hand dismissively. “Darling, of course I know. I keep track of all the little details like that. We have until the 18th to figure something out.”

“The 18th...?” asked Pinkie, resting a fingertip on her chin. “Isn’t that, like, tomorrow?”

Rarity’s face turned even paler than usual. “Oh. Oh dear.”

Twilight Sparkle

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Ever since Twilight had first arrived at Ponyville, there had existed a special kinship between her and her five friends, something that went beyond the basic affection they felt for each other. She had always felt deeply connected with them, enough that she swore she could sometimes feel their happiness, sadness, pleasure, and pain as if it were very own. It was the "magic" that went with friendship, sealed away in her cutie mark that adorned the Alicorn's flank.

It had made her time in Canterlot unexpectedly difficult. While searching for a cure for the mind control that had radiated outwards from Applejack, her often petite, soft, and ladylike pussy had slowly developed into a much raunchier, hot little box, a sex organ that was reddened as if she were in heat. As the days passed, Twilight's lower body had grown hotter and more flushed, her skin tingling as she found her thoughts turning to obscenities more and more often. Sometimes she wouldn't even be able to crawl out of bed until she'd spent two to three hours just on teasing her kitty. She had to take frequent "Pussy Breaks", as she had come to think of them, during the long days in the library.

Worst of all were her dreams.

Every evening, Twilight couldn't stop herself having vivid and erotic nocturnal fantasies, her subconscious fully in-charge of the dreamscapes she was roughly and energetically mounted in. Even with the Princess of the Night keeping watch over her young charge, there was only so much Luna could do as just an observer. She hoped to prevent Twilight from succumbing to corruption, from giving in much in the same way she had when she had been transformed into the contemptible Nightmare Moon. Attempts to speak to Twilight on such a sensitive subject simply amounted to the young mare assuring Luna she was fine with a beet-red face, then scurrying off back to her research. Or more likely another round of ruthlessly driving her little fingers in and out of her own greedy pussy!

"Men! I need men! Once this is all over and done with, I'll have every stallion in Ponyville! I won't stop!" Twilight was squirming at the very thought!

Perhaps events would have played out better if Twilight had realized the true cause of her arousal. The power of friendship that connected her to her friends formed a deep bond that allowed them to share feelings and emotions. As each girl succumbed to Dusk's charms, and became a docile storage tank for his semen, Twilight was getting the peripheral sensations of their blossoming new cock-and-cum addictions... Just enough to drive her wild with desire, without any of the blissful release her dearest friends were regularly experiencing at his hands!

She would have been able to realize this, and many other things long ago, but even a super-genius like the noble and regal Twilight Sparkle could find it hard to concentrate when she was absolutely gagging for a hot fuck with a hard, throbbing cock.

Eventually, she reached the deadline for her research. It was time to return to Ponyville. Her efforts had not been in vain: Twilight had discovered a very old spell that could be used to revert mind control, although whether or not it would suit her purposes was yet to be seen!

The spell, Severprance, had two small caveats to its use, which Twilight had mused over for many days in the royal library. The first read, "Against strong bonds this spell will falter, both gravid belly and wedding altar." The second read, "Make a path for safe return, only the most cursed mares will ever spurn."

As Twilight understood it, the target of the spell could not have formed some sort of everlasting bond with the hypnotist. As long as they hadn't married him, or were bearing his children, they'd be fine. Secondly, the target must have some desire, however small, to return to their former state. Well, that shouldn't be too hard to confirm. Applejack was her friend! There was absolutely no way she'd ignore Twilight's pleas to come back, that simply wasn't the case.

So, Twilight bid farewell to princesses Celestia and Luna and boarded the next train back to Ponyville. After defeating the likes of Nightmare Moon, Sunset Shimmer, Tirek and even the abominable Queen Chrysalis, what was one fat little cock? There was simply no way that a confident, self-assured, independent woman like herself could ever lose to something as base as a strong, twitching stiffy. Even if it was sitting proudly atop a nutsack bloated up to many times its normal size with a simply ridiculous excess of spunk, it didn't matter. This male's selfish urges were irrelevant as far as Equestrian Science were concerned!

By the end of today, the score would be Twilight Sparkle 1, Fat Cocks 0.

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When the train pulled up at the station, Twilight Sparkle emerged, blinking away the glare of the early morning sunlight. She paused to take in the sights around her. The platform was packed with many ponies going about their everyday business, but she was able to make her way to the steps and begin walking slowly down the main street of Ponyville, greeting those she passed by.

Twilight had always excelled in all fields, and her appearance was no exception. Her body really was just too much to consider for most men~ Soft hair framed her kissable lips, pointed nose and the large, soulful eyes of a cutie gal who had nothing but fixing things for her friends on her mind. Twilight was everything you could want in a snuggle buddy, even without her impossible curves. Add those in and Dusk was soon going to be one lucky boy.

The preciously pudgy, dark-skinned pony tossed her long, gorgeous, pink and purple mane over her shoulder. Her ass-length hair left nobody in the dark about her dorkishness. She was clearly a hopeless little nerd who was much happier cooped up at home with a nice book that indulging in anything even approaching "physical activity," and her body reflected this as well! She was certainly one of the less chesty of her friends circle, but while breasts might be life, Twilight had enough hometown for two. Often times, one glance at her was enough to shut a boy's brain down, sending him to a carefree, happy place of wide-hipped joy.

Sure, she had a bust that would make most grown women flush in envy, but it wasn't her finest asset by far, goodness no. That was the enormous bulge of her ass, almost too big. It could sometimes cause cognitive dissonance to those who saw her walking down the street: they'd first catch a glimpse of a mousy, but very cute, girl who peeked at everything over her enormous horn-rimmed glasses with inquisitive, wide eyes full of wonder, but when she passed them by... From behind, she was all big black ass, booty swaying hypnotically from side to side with her steps. The girl didn't even seem to realize what her behind was doing to the local available males, attracting them like a hyper-effective mating call! Her ass was enormous, atop ridiculous thick chocolate thighs that eventually tapered down to some more sensible calves. It was as if her brain had pushed all her sexual appeal as far away from her head as possible, letting it all gather in the hips and ass of a champion breeding animal.

Today Twilight was wearing a popular Canterlot fashion: a gothic Lolita-style dress that ended at mid-thigh, only emphasizing her assets. Despite the heat, the sleeves ran all the way to her wrists where they were tied with white ribbons, and on top a pretty maid bonnet sat just behind her protruding horn.

She had on tight black stockings that went all the way up to her thighs, pinching her thick, dark flesh. They came with enormous bows that spilled extravagantly out to the sides. She'd slipped a pair of heels on over her wriggling toes, a sexy pair of four-inch fire-engine-red stilettos. One might think, as a nerd, Twilight might be the type to totter and flail on such spiked playthings, but she'd long ago mastered heels due to her interests in peculiar fashions: she strutted with as much confidence and poise as Manehattan's lewdest street-walker, planting one heel effortlessly before the other in a way that would see nearby males hastening to slyly adjust their crotches.

She cast her eyes up and down the street, hastening to find her target and get this mess over and done with!

It wasn't long before she spotted someone familiar! One of her best friends in all of Ponyville! Rarity! She looked wonderful, happy and radiant, moving with an effortless confidence and breathless poise that turned heads all across the street. She moved as if the world was her runway, and the crowds happily parted to let her pass. The unicorn was wearing perhaps too much makeup, bright red lipstick, just slightly too much blush, perhaps a touch too much eyeshadow. Even so, it was artful, calling attention to her wet lips, her beautiful face, her hooded eyes. She was wearing an outfit pulled from her new fashion line, a tight white blouse, cut to call attention to her braless breasts, a scandalously short black miniskirt, black garter and stockings that reached almost to her skirt showing only a little bit of pale flesh between the two, and black spiked heels, even taller than Twilight's. A pair of black gloves finished the look, along with a short, thin black jacket currently draped over one arm. All in all, she looked incredibly professional, with an obvious undercurrent of gangbang whore-secretary.

At the sight of her approaching friend, Twilight's eyes alit with obvious relief. She rushed to Rarity's side, placing her hands on the other mare's shoulders. She barely even registered Rarity's unusual taste in outfits today!

"Rarity! I'm so glad to see you again! Where is everyone else? Are they alright?" Twilight glanced up and down the street, just in case Fluttershy or Pinkie Pie were hiding around a corner, but while she recognized many faces, not a one belonged to her nearest and dearest friends.

Rarity put a hand to her chest as she gently pushed Twilight away, feigning shock. "Twilight, what's the matter, darling? You're in a frightful state!"

"Please, calm down. Everything is wonderful, simply wonderful. We've found Applejack, and that awful, awful man seems to have quite lost his nerve. He hasn't dared touch -any- of us since you left!" She moved a hand to cover her mouth, hiding a brief smile at the lie.

"A-Applejack is... Mmmn." Shamefully, Twilight responded to those words with her pussy before she responded with her heart. The thought of, "I'm so glad Applejack is alright!" was buried under the vivid, fever-like insistence of, "Oooh, thank Celestia! That means I can stop worrying long enough to take care of this burning between my legs..."

She bit her lip for a long moment, teeth sinking into the plush, fertile flesh, head swimming, before she realized Rarity was staring at her, waiting for her to say something. She remembered what she had come here for.

"Applejack is safe? That's wonderful! I'd... I'd better go and see her right away!" She could definitely spend 30 minutes with the girls at least before she nipped off home to flick through the pages of her little black book for some stallions who would be available tonight. It was her dear friend Applejack, for goodness sake, she deserved that much!

"Show the way, Rarity!"

"Of course, darling! But please, you should never run in an outfit that fabulous! You've gotten dust all over it, look at you!"

“Ah... Silly me~”

Rarity smiled, strutting off with Twilight, moving with the same confident, long-legged strides that couldn't help but call attention to her tight rear under the skirt. Twilight couldn't help but notice how obvious it was that Rarity was either wearing a -very- tight thong, or nothing at all.

Soon, Rarity led Twilight to a very familiar spot, Ponyville Day Spa, one of the gang's favorite places to relax and be pampered.

Rarity turned to Twilight and smiled. "Ta-da! We decided to rent out the spa for an entire day to celebrate your return. We have full-service, too, so all the massages, baths, treatments, and delicious snacks you could possibly ask for, all paid for ahead of time! Isn't it simply fabulous?"

The bells overhead jingled as Rarity opened the door to the Ponyville Day Spa. Despite her misgivings, Twilight followed her friend inside. She was too curious at this point not to.

The spa area was exactly how she remembered it, with nature and greenery everywhere, many ferns and pot plants dotted around the huge marble pillars that dominated the corners of the room. The entryway overlooked a sunken area with many large, pink spa couches, couches she'd once reclined on while undergoing extensive beauty treatments with her friends. The centrepiece of the room was, of course, the large wooden tub Jacuzzi that could comfortably fit a dozen or more or the town's mares at once.

When Twilight saw who else was there with them, however, her blood ran cold. Dusk.

That mysterious man who'd caused the town so much trouble was absolutely surrounded by women. Horny, giggling women, who right now looked more like bitches in heat than the mares she had called her closest friends. Whenever they shot glances in the male's direction, their eyes shone with open love and admiration. Their bodies sexually responded to his presence alone, as if he had truly imprinted on them all. Dusk was currently seated on one of the large, comfy couches, his legs apart enough that even from the doorway, Twilight could make out the pole that had put them all under its spell. His large, hard cock was standing up proudly between his thighs, twitching whenever a girly got close to it.

And by Celestia, they certainly had a habit of doing just that. Inbetween lounging about and enjoying various beauty treatments, Applejack, Pinkie and Rainbow Dash took every available opportunity to flaunt their bodies for him. Even within seconds of entering the room, Twilight could tell there was a light air of competition hanging over things, the other girls struggling to catch his attention.

Pinkie Pie was laying back on one couch, showing her usual total lack of self-restraint by glancing hungrily at Dusk out of the corner of her eye every few moments. She couldn't help it if he made it feel like there was a party going on in her pussy and his fat cock was the guest of honour! The chubby pony didn't have a stitch on her pleasantly plump body, aside from a bikini top with cups like fingernails. The whisper-thin piece of fabric running across the expanse of fleshy, pale breast between her nipples was truly fighting with all its might to not pop clean off and send those breasts flopping free, but who knew how long it could hold up under all that cupcake-fueled pudge!

In a truly indecent display, she was entirely naked from the waist down, and under her juicy, pudgy gut there was an unrestricted view right to her inflamed little sex den. Under the guise of applying skin-soothing lotion to her ass and hips, she'd kept her thighs as far apart as possible, feet in the air and virtually doing the splits, her soft petals gently peeled, as if she was saying, "It's here, just in case you want it!"

By her side, Applejack was putting on a similar display, resting her hands on one of the couches, fingers splayed out across the fabric. Her butt was thrust directly at Dusk like she'd never advanced beyond the most basic mating techniques, the toned cheeks swaying from side to side. Her muscular thighs were spread far apart on the tiled floor, and when Pinkie made a funny comment, AJ let out a whoop and slapped her own ass with a crack. Then she grinned as she seemed to pick up an itch and spent the next few moments scratching in and around her pussy, one finger disappearing inside her folds to the second knuckle. The funny part was, the muscular Amazon didn't even seem to be doing it consciously.

"Oh Pinkie, you're just plumb crazy!" she laughed as she used two fingers to split her peach open, feasting Dusk's eyes on the needy entrance to her womb. Her free index finger traced around her labia in a circle, pushing into her creamy pink flesh enticingly.

Not one to be outdone, Dashy was on the prowl as well. She knew her chest might not compete with the other two girls, but neither of them could match her best assets, and she knew just how to take advantage! She moved expertly, strutting for him with long-legged, confident strides, slowly, seductively, letting him take in every detail of her long, muscular legs, watch her flexing every muscle, showing the tone she'd worked so hard for, and drawing the eye to her tight, fit butt. Rainbow's ass was a treasure, perfectly sized for gripping and spanking, and incredibly firm and tight. It begged to be grabbed and spread, revealing every detail of her naughty hole. Rainbow had always been an extremely competitive pony, and she certainly wasn't going to lose this competition if she could help it!

"You there! What in Equestria is going on..." breathed Twilight, taking a few timid steps forward. She was just about to begin marching to the centre of the room when another breathtaking sight hit her.

On the floor, beside where Dusk was sitting, was Fluttershy. Beautiful, elegant, yet introverted Fluttershy, the girl they loved to tease for being the ever-single, ever-pure animal-lover was now a debauched spectacle, a blatant parody of her former self. She looked too lewd for words! She was down on the dirty floor, on her hands and knees, with a doggy headband with big floppy ears sitting on top of her head. A pink leather collar with "BITCH" written on it in big letters clung tightly to her throat, connected to a leash that was hooked on the corner of Dusk's couch.

None of the others had changed more than her, and yet at the same time she was instantly recognizable as Fluttershy... In fact, while it was jarring to see the others acting like horny animals, brazenly displaying themselves, this... This was totally different! Was this a glimpse of the real Fluttershy, secret urges and desires she'd kept hidden from the others all this time? This might be what she'd truly craved in life all this time. She looked horny, dumb, obedient, well-trained and... Happy. Happier than Twilight could ever remember her being.

Dusk turned to look at Twilight. He was just about to answer her when they were both startled by a scratching sound from behind him. As Twilight watched, she saw Fluttershy approach the man and rest her hands on his couch, looking more like a pet than ever with her tongue hanging out of her mouth. When their eyes met, he extended a hand and ran it through her pink hair, making the girl immediately tremble in pleasure and let out a few happy barks. She fully leapt up onto the couch, throwing herself on him and getting those stunning, heavenly tits of great weight and size in his face, licking at his face and rubbing her (mercifully) washboard-flat tummy on his cock. Fluttershy let out a series of amorous little yips, kicking her hips from side to side with each one and inadvertently flashing her wanton, engorged pussy at Miss Sparkle each time.

She found his leg and wrapped both her thighs around it, humping him like an in-heat pet trying to relieve some stress, gyrating and groaning the whole time! Eventually, he was finally able to get her attention by holding a finger in front of the panting cutie's face, at which point he guided her back to the floor. "Down, girl. Down. Daddy has a guest."

She hopped down with a frown and Twilight noted the Pegasus had never broken character once the entire time! Either that was some incredibly lewd acting on her part, or Dusk really had made her believe she was a beloved family pet to Dusk and his harem. Twilight hoped it was the latter, but truly suspected it was the former.

Either way, Twilight was unable to take any more of this, and began backing away from the lewd scene. This was just like her wildest, no, her worst dreams! This couldn't be happening, could it? It was all just another one of her pervy fantasies! She slapped herself, hard, trying to wake up, but the pain told her instantly that this was very real, and she had to figure out a way to save her friends! She turned to Rarity, eyes wide, begging her friend for help.

"R-rarity, how could this have happened? You said he was gone, that everything was fine, how did he do this so quickly? We have to get out of here!"

Rarity simply laughed, her delicate laughter still the girlish, happy noise it always had been and something about it turned Twilight's blood to ice in her veins. How could Rarity be laughing at a time like this? Unless...

Rarity simply nodded as comprehension dawned in Twilight's eyes, delicately locking the door of the spa and withdrawing the key. With a flourish, she spun around, facing Twilight, her back to Dusk, and tossed it over her shoulder where it landed in the hot tub with a loud splash. The golden key sank as quickly as Twilight's hopes.

Rarity began to remove her shirt, slowly and deliberately. "I'm so sorry, Twilight, I really am, but, you see...I lied. About everything I told you, really. I'm amazed you believed me so readily, but then, you do only listen to what you want to hear, don't you? Master Dusk should help you with that, just like he helped us. And especially me. I don't like to brag, dear, but I'm afraid I'm his right-hand girl now, the one he trusted to bring you to him safe and sound so he can begin his work. And once you're done, well! The sky's the limit!"

Rarity's eyes shone with lust and ambition. Her smile widened as she slipped off her blouse, revealing those large pale breasts. She certainly hadn't bothered with wearing a bra underneath.

Up until now, Twilight had simply stared aghast as the key had flown across the room, plopping beneath the water's surface, but now she made a move! She raced for the stairs as fast as her feet could carry her, running past Dusk, up the stairs to the hot tub and her escape!

She levitated the key up out of the water and thrust her hand out for it, only to feel two pairs of arms suddenly loop around her shoulders.

"Ah-ah-ah, Miss Twilight Sparkle, you are guest in our spa, so you be good girl, ya?" teased Lotus Blossom in her ear, holding Twilight's left arm tightly.

"She is wanting to bathe when she has not even undressed first!" agreed Aloe, leaning more firmly into Twilight's side. "Don't you want to be gettink naked with us, Miss Sparkle?"

Twilight now realized why the spa ponies hadn't raised a concern about the proceedings until now. They were involved!

Like everyone else here aside from Rarity, the masseuse twins didn’t have a stitch on to cover their absolutely dynamite curves. Big, fat, all natural breasts, no doubt raised in some unheard-of wetlands as healthily as the sheep, smothered her from other side, four pink nipples erect and glistening with freshly-applied saliva.

As they whispered sweet words in her ears, Twilight was easily able to pick up Dusk's aroma on their hot bitch curves, as surely as she could his taint on their minds. Their mouths and throats still smelled like they’d been abundantly awash with his seed as little as half an hour ago. They might like fresh and clean now, but they'd been his sperm-splattered bitches recently and it was all too obvious that it had soaked under the skin and into their brains.

"You be good girl, ya?"

"Master Dusk has organized fun day spa event, so we take care of any difficulties for him and girls. Are you beink difficulty, Miss Sparkle?"

Twilight began to struggle in their arms. She was on the verge of reminding them of their responsibilities to a princess, first and foremost, when she saw one of her friends that wasn't this backstabber Rarity taking action. Rainbow Dash rose to her feet. "What the hay are you doing, Twilight? Were you planning on just leaving us? 'Oh no, Master Dusk is more awesome than I thought, I better run away'. "

In a flash, Rainbow moved towards Twilight, launching herself up the steps to the steps to the tub, throwing in some flashy high kicks and flips to show off, landing in front of Twilight with her hands on her hips. "Some friend you are, Twi. Didn't even say hello to anyone, just running away from us."

She leaned forwards, glaring at her friend, jaw set ominously. "You know we only want the best for you! If I'm gonna be honest, this has been the most fun I've ever had! Can't you just loosen up a bit?"

At her friend's harsh chiding, Twilight visibly recoiled. Her eyes pinched half-shut, her lips grew thin. She could scarcely believe the words coming out of Rainbow's mouth. "No! No, that's not true, you're being controlled by him!"

Twilight took a deep sigh, letting the tension ease out of her body. She couldn't let her emotions get the best of her. That's right, she just had to be cool, calm and collected, like she always was. After all her battles, it should be child's play to banish the monsters growling between the legs of her friends. The hungry-pussy monsters would be stopped today.

"You say you're being honest, Rainbow, but I don't think that's the case at all! And I can prove it!"

She slung the bag on her shoulder down onto one of the room's many couches, and took a deep breath before reaching inside. Twilight held aloft a box that they would all recognize immediately. For the first time since she'd arrived, Dusk looked slightly uncomfortable as Twilight held up the resting place of the Elements of Harmony in both hands. "Remember when Discord mind-controlled us all to believe we weren't friends? The Elements of Harmony restored the memories of our good times together. They made us realize that nothing is more important than friendship! Just like... Just like you will now, Rainbow Dash! You all will!"

She turned to face Dusk, placing the box down and levitating the small set of stones into the air. "With your permission, of course?" she asked, her voice full of contempt.

The stallion simply shrugged. "I don't mind, but don't be surprised if it..."

"Great!" Twilight drew the Element of Loyalty down from overhead, and indicated for Rainbow to hold her hands out. She placed it into the other pony's hands and the all-too-familiar magic started!

This was it! Twilight's months of research in Canterlot was about to pay off big-time! Her horn began to glow, and the magical energies of the Severprance spell began to form in the air over her head. She was full of hope for the future! Rainbow's eyes flashed a bright colour as all the memories of their times together suddenly began flooding back.

Dash's knees trembled, and she fell forwards onto her hands, coughing and shaking on the floor. The other ponies gathered around the two of them, everyone watching curiously to see what would happen.

When Rainbow looked up again, they could see in her eyes that she'd just relived her entire lifetime in Ponyville over again a third time, every last tender moment with her friends, every adventure, every soft, gentle, happy second before Dusk had come along and enslaved them all. Her eyes should be flooded with regret at what she had become. That was what Twilight, and maybe a few of the others as well!, was expecting to see in those misty red pools. But it wasn't there~

Instead, there was something much more like contentment. " Look, Twilight, I'm gonna real-talk ya."

The Alicorn felt an existential chill as Rainbow Dash placed her hands on her knees and slowly rose from the floor. Twilight trembled when Dashy placed a hand on her shoulder. " I really appreciate you coming out here today and trying to save us. Say what you will, but that's Classic Twilight all the way, buddy."

Rainbow Dash rubbed the back of her neck, wincing. "The trip down memory lane stuff was good in a crazy, drugged-up kinda way, but..."

Twilight felt a hand on her nape, and looked back to see Fluttershy standing there. She had to admit, the pinkette looked stunning in her collar and leash and her doggy headband. Just breathtaking. "It's... Not the same as with Discord, Twilight. We were forced to do things we hated, I'd never fight with my friends! We all love each other very much!"

She twirled a finger in her hair as she rose up on her tippy-toes. The ceiling suddenly looked very interesting to Fluttershy indeed. "But, mm, Mister Dusk, he hasn't made any of us do a single thing we hate... Umm, quite the opposite, i-in fact!"

The others were approaching now as well. Applejack came first, and she paused as she passed by the large, ornate box containing the elements. "Awww, heck, why not give 'em another shot. For old time's sake, and it'll calm Twilight's nerves, I reckon."

She smiled broadly and rubbed her thighs together as she put on her Element of Honesty. "It's the gol-durned truth, Twi, this is great, and we all love it."

Pinkie was next, bouncing merrily and jiggling her breasts like overinflated balloons as she slipped on her element of Laughter. "My parties have never been more fun!"

Rarity strode up confidently, one hand on her hip, the other placed on her generous bust. She was completely naked now, having shed her clothes sometime when Twilight hadn't been looking, and slipped her Element on almost daintily. "And I love sharing my wonderful Master with as many girls as possible...Not to mention making sure other girls are as happy as I am. You could say it's just Generosity at work, darling!"

Finally, Fluttershy slipped her headband off almost reluctantly, putting it down with incredible care and slipping on her Element. "And I...I think...um." She twirled her hair nervously, looking into the ceiling. "Um, that everyone should have a good master like Dusk! That's what I think!"

Twilight groaned, unable to stop herself from rolling her eyes. "I don't think I've ever heard a bigger load in my life." She looked from one smiling face to the next, her expression just becoming more and more agitated. "You all give me back those Elements right now, I won't stand here another moment and listen to this twaddle. "

Rarity leaned into Dusk from behind. Those perfect breasts smooshed along the man's back, encouraging him to relax into their comfort. "You're absolutely right, darling~ Why stand for anything?"

"I'm going to see if Sunset Shimmer and Trixie want to start a new... Wait, what?"

Twilight heard Scandinavian-lilted giggling from behind her. At the same time Lotus tossed a cushion onto the tiles in front of her, the dark-skinned nerd got a little hip-check from Aloe that dropped her onto her knees. She landed with a big oof that seemed to make her feel just like that bit weaker, her high heels slipping up under her big black skirt and spiking directly into the flesh of her ass. She was at eye-level with Dusk's strong, vibrant-smelling penis, getting her first really good look at.

Nnngh, this was the penis of a big-dicked hero for sure. A stud who could fuck for hours and hours without breaks. It wasn't just large and impressive-looking, she could tell right away by the definition of the veins and the rigidity of the staff that it saw more use every day than she used the special spot between her thighs in a whole week. Twilight knew right away her amateurish little pussy that was unused to cocks couldn't let such a fine specimen near her legs... Or she'd be done for!

Just staring at the huge nuts hanging low under the shaft made her mouth itch with the desire to help him let out all that pent-up tension, but... If he touched the tip against her cervix, or stretched out her throat with that oh-so-male bullcock, she knew she'd start having... urges~ Each slap of those balls on her fat ass would be another reminder that it was time to put down books and take hold of male sex organs, and reading would have to wait until this poor boy had every last drop milked out!

Twilight's nose twitched as she huffed his scent. "Oopsie!" purred Aloe as she knelt on Twilight's left, smoothing her hands along her thick thighs. Lotus laid a hand on Twilight's back from the other side, hunkering down in a squat.

It was a true testament to Twilight Sparkle's talent as both a scholar and a sorceress that as Dusk's magic began to creep into her mind, she was able to do what none of her friends had been capable of. She perceived the true form of Dusk's attack. As those ethereal wisps of magic wound around her, she stopped her struggling and paused, glancing up into the air at something nopony but she and Dusk were able to see. Twilight took a shuddering breath.

"It's... beautiful..." Twilight whispered.

During her studies of mind control and hypnosis, she'd found many methods for turning an unwilling target into little more than a mannequin that danced on strings, the brain either having commands awkwardly crammed into it, or just shutting down entirely. But a spell as well-crafted and elegant as what she was witnessing now was surely one in a thousand among great practitioners of magic. It wasn't an assault on the mind, and no amount of prepared magical barriers could have shielded her from it. Rather, the form of Dusk's magic was to draw up what was already inside of her, simply bringing urges that had long lain dormant to the fore. The desire to be seen as a sexual creature worthy of a mate. The urge to be held by a lover and kept safe from harm. The need to have her body played with. All of these thoughts had been steadily mounting over the last month, and now they were at fever pitch! They filled up her mind until everything else felt like it was being crowded out.

"It just reminds us what we're missing out on, and our bodies do the rest..." Twilight's eyes shifted from one curvy, docile fucktoy to the next. In her heart, she found the strength and understanding to forgive them.

Twilight Sparkle the pony became aware of how stained and drippy her panties were as they helped her open her mouth and extend her tongue towards that quivering, fleshy head. There was a naughty "glorp" sound that echoed in her ears as the plump head of Dusk's cock flattened against Twilight's soft lips, before it half-squeezed in and they half-stretched out around it. Aloe gripped the shaft and tugged on it until Dusk gasped and had to shift his feet. Lotus placed her hands on the back of Twilight's head and made her lean forwards slightly.

Soon, the strong muscle was gliding wetly in and out of her mouth.

Smack smack. "I'm not done..." Schlurppp... "... Talking to you, yet, so..." She kissed Lotus around the head, their tongues meeting over the fleshy nub of the head before they both glided around the circumference to meet at the bottom. "... So don't think you're off the hook, alright? Ahh, let me help with that, Lotus, would you hold this, Aloe..."

The Alicorn dipped her head and met Lotus under the shelter of that prominent erection. The girls frolicked in the shade, each sucking on a testicle while his shaft rocked from side to side, alternating between gently smecking on their foreheads. Twilight frowned when precum left her brown skin shiny and dripping, but didn't pause her suckling for a second as she dabbed at it with a black lace handkerchief.

The huge pale orb finally left her mouth with a sweaty, sticky pop and she resumed licking at the dripping head, lapping up salty semen. "Now, for the last time, I'm going to be calling the shots around here from now on, and I won't hear a word edgewise on the matter," she scolded him. "This operation is... Shoddy!"

She paused as she saw how deep she could take him. Her throat tingled as half of his shaft disappeared into her body, a definite impression of Dusk's hard shaft bulging her neck out. She'd have to get the others to show her how they took the whole thing... "So if you think for a moment I'm going to sit here and let you happily arrange fuckfests with all my friends behind by back any longer, you have another thing coming, Mister! I'll be scheduling all brutal hole-stretchings and pet-training sessions from now on, and I'll be demanding my equal share of things as well. And there's also things like catching up for lost time!"

She popped him out again and placed the head against the right side of her mouth. She looked absolutely breathtaking, glaring up at him while the tip of her tongue poked out of the corner of her mouth, swatting his penis up and down rhythmically. "I'll make you rue the day you ever thought you could keep a harem without including Ponyville's resident princess in the rank and file! I'm as deserving to join the rank and file of your sex-slaves as anyone else here!"

A fading thought rose to her mind as she, Aloe and Lotus all ran their tongues in a line from the base of his cock to the tip, meeting in a sloppy four-way kiss (three girls and one stiff-as-a-plank erection) at the summit. Hadn't she come here for something else originally? What had it been... Well, surely it would come back to her once she'd taken care of the most important object in the room! As his cock finally shuddered and began splattering her with rocketing volleys of semen, she kept a firm smile on her face.

Twilight popped Dusk's head back into her mouth without waiting for a reply. Her lust was getting the better of her. But all the confirmation the horny little pony needed was found in him laying his hands on the back of her head, guiding her gently to clean him off. In that moment, more of her priorities shifted, just a little. He was starting to see things her way, she was sure of it. "She looked up at him, still flicking her tongue around the spermy head of his member. "You're going to fuck me. Right now."

"Of course, Princess," he said. Any teasing in his tone went unnoticed by the horny gal.

Overtaken by bovine urges, the statuesque girl with the long, flowing pink and purple hair laid back on one of the room's many couches, her luxurious dress now on the floor. No longer were her obscene curves stuffed into the lacy little thing - the tight, curve-hugging fabric that had cost a fortune was now tossed upon the floor! Instead, she lay there, violet curls spilling onto the cushions as she flashed a rather suggestive look with her bright purple eyes. The only things covering her divine body now were a skimpy little black pair of highly-detailed panties a matching bra - two triangles pasted across those dark, pillowy tits, really!~

The man who'd driven her to this state, this whorish need to be taken, climbed on top of her. The object she worshiped, his plump heavy cock, was standing up and throbbing between his thighs as he mounted her!

Rarity leaned over the back of the couch, watching her boyfriend mount her best friend. "Mmm... It's about time you came round, Twilight. How could you tease all those boys with these amazing, fat breasts for so long? Didn't you stop and think about their libidos?

"Of course I'd thought of that! But I'm a princess first, you know! I don't have time to attack all their cocks!" There were thousands of ponies in Canterlot who would gladly crawl behind her, cleaning the ground she walked upon with their tongue for the privilege of simply staring at those fat brown udders... And for Dusk, she was now displaying them in a top so skimpy they nearly wobbled out every time she moved!

"Well now you have all the time in the world, darling," cooed Rarity in her ear. As if on cue, Dusk slapped one of her gigantic hooters, making the flesh ripple against his fingers, rocking back and forth gently on her chest. She suspected he'd want to stuff them with milk and make them bloat up even bigger. He was going to put that fat thing inside of her and stir her up until she was a plump and happy little sow.

Twilight had had a clever reply in mind, but it died in her throat as she felt her enormous breasts handled so...bluntly! The second they were touched, her eyes seemed to glaze as her breath became more needy, tits rocking up and down in alluring rhythm. "There's only one libido I concern myself with," she tsk-tsked, managing to maintain at least a semblance of composure. Whether it was his or her drive, though, remained unanswered! The only clues were those perky pink nipples prodding against the tiny silky black confines that hid them from view.

He hooked a finger in her bra, freeing her breasts and making them clap together softly. After all, her bra was tight and there was soooo, soooo much breast flesh packed in there. He made her whine as he roughly seized one tit, greedily eating up her nipple, stuffing her titty into his mouth. He roughly handled the Princess's perfect chest like it was a plaything that existed for his amusement. She gasped at the rough touches, too full of lust to object.

All her poise, grace, talent... It all seemed secondary once those enormous tits were revealed! They dropped free with a hefty thud, looking as if they had grown a size or two simply by popping out of her tiny top! They were soft and warm, and the copious amounts of brown, pillowy tit-meat seemed to get warmer the more he paid attention to them! Behind those pretty glowing eyes was a docile, bovine brain. It was all she could do to not purse her pouty lips into an obscene o-shape and begin to moo!

"Just don't forget that's the body of a Princess you're manhandling so roughly! You could stand to be a little gentler with me!"

"Come now, dear," interjected Rarity again. "Aren't you a little tired of that sort of thing, Twilight?"

Pinkie giggled in her other ear. "You're here so you could try something different, silly! Why not try what we're doing? Being a walking, talking fleshlight for Dusk and easing the tension in his heavy nutsacks is super fun!"

Dusk kept on sucking on Twilight Sparkle's nipple, steadily fulfilling her as a woman more than any amount of recognition for her achievements could!

That glazed-over, braindead look... She had the eyes of a woman who'd spent her whole life avoiding this, resisting men and keeping her legs shut finally realizing that there was no need for any of that. She could happily spread them now, even invite big-dick boys inbetween her thighs over and over and over until she was brimming over with life. She saw his fat, quivering cock standing up, the tip grazing over her plump lower lips. "Let's hear the famous Princess beg to be knocked up and used by men... I want to hear you cry for it in a cute voice, you fat-breasted sow~ Show me what a good slave you can be, alright?"

All the magic lessons seemed to pale in comparison to this one! That entire plush-toy body was thirsty and needy- and sure to be bumped up a size or three if she were to get what she needed! Hips would flare out, tits would swell if she could only fulfill her purpose!

She meant to say something sultry and sexy... Anything, really! Instead she propped herself up on hands and knees, turning that enormous ass to her partner and swishing her hips in the air. He could still see her gigantic tits, even from behind! Her very body seemed to be charming him! She hastily tugged her sultry little thong to the side, revealing just how aroused she was! "Pl-Please..."

Dusk held her hips firmly, squeezing them with his big hands. He had her in a deathgrip. Her panties came down, baring that fat, fleshy butt to his evil male urges. He began to slide that raw dick into her, inch after inch visibly stretching her out, insides growing accustomed to her new bull's dick. "You're a slave, Miss Sparkle. A cow in a field getting mounted by the prize-winning bull. You exist for this sensation~" He hunkered over her, plastering his lips to hers, moving his hips as he dug into her with that strong, dripping cock. "My bitch... Haaahn... My bitch..."

Her hefty tits squished up against the couch as they rocked together! They made the perfect pillows to press one's fingertips into as her hips bucked back, pushing out that fat brown ass.

Dusk hunkered over her, holding her tightly, fingers sinking into those massive, meaty funbags... It was probably better to grasp her fat tits...those thick, feminine hips were the widest of any woman here, almost too thick for his hands to get around! He didn't ease up on his grip for a moment! He just kept on driving into her, growling like a beast She was getting what she craved, having her body made into a possession of aggressive, hormonally-driven men. He dug his feet into the couch, held Twilight tight, and let his seed flow into her pussy, drowning her womb... Making her a toy for male pleasure. "Take that... With this, I've got all six of you. You're finally all mine!"

Twilight's womb was packed with shot after shot of his spunk. It all oozed out freshly when he pulled out of her. "Mmmn..." He chewed his lip, she looked perfect like that.

The fire in her eyes that she'd originally entered with had dulled, but now it was replaced by a cold, calculating look. Twilight bit her thumb as she felt his semen flowing deeper into her body, deep in thought. It was imperative that she get steady allotments on this man's attention from now on. "On the contrary, Dusk... I have you right where I want you~ I've decided that I'll be managing this harem experiment from now on, the current management process is far too simplistic."

He looked bewildered, but nodded. "Go on..."

Her smile broadened. "Don't you remember? I came in here earlier today ready to knock your block off, didn't I?"

The other girls nodded in agreement. Fluttershy squeaked, "It was scary!"

"I know it was, Fluttershy, but this sort of negligence will be a thing of the past from now on." She looped her arms around Dusk's neck, drawing him closer to her. She placed one of his hands on her breast, inviting him to knead it gently. "Once I've taken things over, there will be absolutely no need for such nearly disastrous occasions ever again. I can set up a proper process for briefing and training new girls on their responsibilities... And I'll even start with myself!"

She clapped her hands together, eyes bright and shining. She leaned closer, giving Dusk quite the demanding look. "Oh, it's perfect! I won't take no for an answer, do you understand?”

She squealed, cupping her cheeks with both hands. “And this is the perfect opportunity to develop my man-pleasing knowledge! Maybe slavery really is magic!" Twilight was adjusting nicely. The other girls were soon crowded around the two of them, congratulating her on her decision and welcoming her into the fold.

---

The crooning of horny ponies was soaking the room in a bitch-like atmosphere. Six cutie gals were seated around the room, eyes all glued to Dusk and the magnificent bulge in his pants. Applejack, Fluttershy, Pinkie Pie, Rainbow Dash and Rarity's eyelids fluttered as they took in the writing and diagrams on the wall behind Twilight Sparkle. The Alicorn was wearing a cosplay getup that could only be described as "Sexy Librarian" and whapping the complex diagrams with a little pointer as she gave out instructions. They clearly detailed a variety of sex positions, which she had taken to labeling "Formations." She hadn't been kidding earlier. Twilight was serious about this!

"Haaah," huffed Applejack, her pussy twitching like crazy. "Let's get started already, Dusk!"

Twilight turned her way with a smile, adjusting her glasses. "Why don't you go first, then, Applejack?" She and Dusk called her up to the front, the Amazon biting her lower lip and rubbing her thighs against each other. Dusk was quick to pull up her shirt and poke at her belly, pressing down beneath her navel.

"I can't wait to breed with you all," he huffed under his breath. Twilight casually crawled her hands up Applejack's curvy legs and underneath her skirt, pulling her panties down to her knees.

She spread AJ's pussy lips in a diamond shape to show the class. "I don't have to tell you girls the objective of today's session. We're all going to receive hot semen deep inside here and get knocked up for sure. Exciting, isn't it?" The gathered crowd's response was incredible: a roaring cheer helmed by Pinkie Pie and backed up by the others. And a little squeak from Floots!

Applejack looked over her shoulder with a needy pout on her lips, her poor little pussy needing something to squeeze down on. Dusk gave her a little pat on the head, unzipping his pants as he turned her around and picked her up at the waist, fitting his member into the blondie's fertile body. "A-aahhh... If... I don't pull it out in the next thirty seconds, Applejack will have a baby."

One by one, the cute ponies gathered around, all dying for a possible baby of their own. They wanted to be Dusk's little breeder chattel so badly it was overriding their common sense and any decency they had. Primitive animal brains were driving their made-for-sin bodies from a dream to gather around his cock as it sawed in and out of Applejack.

"Is it gooood~?" asked Pinkie Pie and Applejack moaned. She braced herself on Dusk by placing one hand on his chest and the other on his cock, giving her more leverage to rock her hips and pump his cock in and out of her womb.

"Me next!" "No me!" They all clamored around, squirting pussy juices and leaving sloppy lipstick marks on Dusk's face, thighs and tummy. Even Twilight joined the group, her diagrams set aside for the moment as she jostled for her own spot.

That greedy pony pussy squeezed so much pleasure out of his bare cock, too much to hold his load in for long! The first time the end of that stiff length bumped against the limits of Applejack's sweet little cock-sleeve, her body released eggs on the spot, ready to get inseminated by Dusk's potent release. "Mm, mmhhh! Get... pregnant, Applejack!" He bucked forward and blasted ropes of steamy cum into her womb, making the blonde pony nearly pass out from the molten-hot orgasmic feeling when hot sperm splashed against her inside walls.

Applejack wasn't the only one ovulating! You could hear the little clonk-donk-donk as eggs rolled down from ovaries, occupying every single pony-womb in sight. Their expressions reflected it too, a mixture of drooling, gasping, leaning closer and pussy-fingering.

Applejack had barely slipped her stretched-out pussy off your cock when the next fat butt was in your lap. Pinkie Pie had dropped panties and let her naughty pussy out to play! She peeled it with her fingers and slipped down onto his rod, not minding one bit it was still dripping her friend's fluids. "Haaah, Mister, you did this to me... My eggs came out to play with a pervert's semen! Don't let them down!" She laced her fingers around the back of his neck and penetrated herself with his cock, starting a moan that only ended once he was hilted and ready to flood her insides.

Bratty little Pinkie Pie just wasn't willing to give Dusk a half-second to calm down! "Kkhh! Pinkie Pie, you... bad girl...!" His hands sank into the super-soft flesh of her ass and thighs, feeling up her body while she worked her steamy cunny up and down on his long dick. With four other bottom-heavy cuties biting and pawing at him all over, the extreme sensation of Pinkie Pie's fiery body rubbing and grinding on his cock was enough to make him shoot off a second time in about 20 seconds. "Ahhh... Pinkie Pie, you have to slow down or you'll make me... ah, ah! Nnnn!" Syrupy white stuff erupted into her fertile womb, a nice pair of twins for the naughty party gal.

Pussies were getting taken out left, right and centre. No pony womb was safe from Dusk's naughty cock. So of course, the only safe course of action for Fluttershy, Rainbow Dash, Rarity and Twilight was to attack him all at once!

Twilight had come prepared for this occasion, that little pantyhose-clad pervert. She'd prepared a magical spell just for today, which she cast over all four of them! She demonstrated the effect by targeting Rainbow Dash with her magic, causing the two girls to suddenly switch places through teleportation! This was what she'd decided to bring to the table for taming Dusk's cock.

"Let's take him down, girls!" she cried, and another round of cheers went up.

So while the fucked out Pinkie Pie and Applejack were rubbing their engorged tummies, Rarity planted her hands against the wall and invited Dusk to stick it in... Once he was thrusting at a good place, her familiar small pussy with the sexiest configuration of bumps and ridges was suddenly switched with Fluttershy's tighter slit as they switched places again! Fluttershy squawked as a cock suddenly appeared inside of her, but was soon panting and thrusting back at his cock. Then she switched places with Rainbow Dash, then Twilight, the girls cycling through, giving him the new sensation of a different pussy every ten seconds! Who would he cum in first?

Dusk was Suddenly trapped in a wild heaven of lewd pleasure, with four devilish girls taking turns shaking their hips and teasing his cock with their tight pony pussies. Just when he would get acclimated to one of those girls, he'd suddenly have to fend off a different kind of stimulation from the next. Rarity was there, cackling playfully and trying to get their male off with fierce movements. Fluttershy averted her eyes like a pure maiden while her hips moved by themselves. Rainbow Dash panted heavily with eyes rolled under the lids, unable to handle that thick meat in her over-sensitive little cunny! Twilight shook her plump ass from side to side, smothering his lap in her rear. He kept on cycling through those naughty girls, trying his best to hold back as his pleasure built up more and more. Finally, after being built right up to the edge by Rarity's ninth super-effective technique, Fluttershy only had to press back and hilt Dusk's twitching cock inside to finish him off.

Rarity had worked so hard, tightening her folds around him so sensuously... Only to see little seeds of love-hearts blossom in Fluttershy's eyes in direct response to naughty semen lancing directly through her sleazy, begging-for-it eggs! She howled and howled while the other gals teased her and called her a slutty bitch, right up until she joined the other two girls on the floor as a bred pony. Their tummies would swell and swell and swell after this, growing until they looked obscenely large on their bodies. How pervy!

For the big finale, Twilight ordered Rarity and Rainbow Dash to get Dusk on his back. They wound their legs together, one of them sitting on each of his thighs, while she alternated between sucking on his nipples and kissing his lips. Those plump pussies came in from either side, bathing his shaft in a glossy, puffy heaven. They stroked and stroked, even letting him take a few thrusts at a time inside them, bringing him closer and closer to a fourth heavy load of pony-egg-seeking ejaculate. "Hyahn... Hyahn... Left for last... We'd better hurry... Or Dusk won't make us his sexpets!"

"No, no! That won't do at all, we simply must be collared. The rest of my Summer ensemble just won't come together without that lovely ornament about my neck! Enslave us! Do it right now!"

With his reserves low it was easier to withstand these cuties and their intense sexual energy. Even a double assault from the two lewdest girls wouldn't do him in easily now! They had to work and work at it, their greedy nether-lips kissing the sides of that cock for such a long time, those two desperate girls panting and whining, legs shaking! These lust-addled fertile ponies wanted to get knocked up soo bad.

When Dusk got close to his fourth climax, he waited for whichever of the two would envelop his cock next... Rainbow Dash, this time! He grabbed her legs under the knees, forcefully pushing her onto her back, with her legs pushed against her chest with feet over her shoulders. He pounded into her body so roughly, hitting her womb again and again, making her release even more eggs to get inseminated. Sticky ropes of semen blasted into her, emptying the very last of his hot spunk into the rainbow-haired slutgirl.

Rainbow Dash squealed as she got her turn at being cum inside! Then she had the pleasant sensation of a twitching, ejaculating cock inside of her taken away as Rarity slipped it free! She and Twilight exchanged grins and giggles, both girl's pantyhose all ripped up now, leaving their sex-sleeves totally exposed. Twilight waggled her fingers again, casting another magic spell on their buck! "Stand back, Rarity! I got this!"

With a series of wet pops, Dusk's lower body surprised himself and Rarity. His cock felt tight--tight--tight! Like being forced to wear a condom, his poor cock teetered on the verge of what felt like popping until it made like a banana and split. A two-way forking, the pressure has them bursting apart, each new shaft as thick and long as the original one was, though slightly different colors. He gaped, shaking his hips to check them out... When he swung to the left, his left-most cock slapped his thigh, then the other piled on with a little slap, both oozing precum at the stimulation. When he swung to the right, the right-most cock gave his thigh another little slap, another cockpile forming.

When he looked up again, Rarity and Twilight were both smirking, each feeding a cock into their pussies. They wrapped their fingers around his shafts in a tight seal and helped themselves, pushing the sensitive heads inside. He huffed and puffed as they both climbed aboard, exposing him to the stimulation of two penetrations at the same time! "I can do all sorts of stuff to make administrating your sticky white stuff easier... Bet you're glad you have me around now, huh?" teased Twilight, bouncing on his lap alongside Rarity.

Dusk hadn't finished cumming and he hissed under his breath at the mixture of pleasure and pain. These ponies! The combined pleasure of their pussies was better than all four of the previous girls put together, sinful spots that invited him to splash his cockjuice around. They cackled naughtily and stretched their pussies around his shafts, until he wouldn't be able to resist cumming inside!

"Ahaah?! Rarity... Twilight... What... What!! Mmmmhhh!" Thoroughly taken over with supreme pleasure from their super-human pony cock traps begging him to impregnate their slinky little bodies! He gripped them both fiercely at the hips, keeping them pushed down on their cocks, the unbelievable pleasure of their insides too addicting, not able to pull out even an inch! Their magically-enchanted pussies had their boyfriend's balls going into overdrive, producing enough of that heavy, sticky milk to make their tummies stretch out!

---

And that was how the Mane 6 (And Aloe! And Lotus!) came to take a single male lover amongst their entire number. With the mares unquestionably conquered and Twilight's full approval of the situation, life in Ponyville finally returned to normal. Dusk seemed to be finally satisfied with his allotment of women. They spent every day having sex up until their pregnancies got enormous, then they all gave birth to daughters who would grow up to be pervy pony bitches like them. Right after the births, those slinky perverts came prowling around for cock, bringing more of their friends this time, unwaveringly ready to get knocked up again and again and again.

---

Dear Princess Celestia,

I am happy to report that the difficult situation facing Ponyville has been resolved. Thanks to the efforts of my friends, I now realize there are many opportunities in life to explore new sensations and become close with people you might never have thought could be your friends! And sometimes, thinking about the needs of others feels soooo good. I realize now I’d be spoilt if I had my way all the time!

Your faithful student,
Twilight Sparkle

Sitting in Princess Celestia's Cake Room, Princess Luna reread the letter for the third time. Her emotions were clearly painted on her face, a mixture of frustration and disbelief. "Dearest sister! This cannot come to pass! We must take action immediately before that male pig enslaves all of Ponyville!"

Celestia barely heard her. She was carefully and delicately cutting a small slice out of a very large pink-frosted cake. Satisfied with her work, she wrapped that small piece up in paper and placed it away in their magically charmed icebox, before double-fisting the rest of the cake and hefting it to her mouth. "Why?" Ronch. Munch. "Sheems fine to me. Twilight was too uptight anyhow, it's about time she got on the best ride at the carnival."

"That's disgusting!"

Celestia lifted her face from the cake. Her features were completely smeared with frosting and crumbs, big eyes blinking over the top of it all. She wiped her dripping lips with her elbow. "Shorry. Out of napkinsh."

Luna growled out loud and turned to one of her personal guard. "Pack Our things. We are going to Ponyville to speak with this ruffian personally!"

Slavery Is Magic

by Frocto

Applejack

Rarity

Fluttershy

Rainbow Dash

Pinkie Pie

Twilight Sparkle