Ancient Equine Analysis

by Frocto

First published

In the future, 2265 AD, technology has advanced to allow life like bio-droids to be created. A man browses the available sex-droids and comes across Rainbow Dash and Twilight Sparkle available as a set.

In the future, 2265 AD, technology has advanced to allow life like bio-droids (techno-organic androids) to be created for various purposes and needs by society. Feeling the need for some companionship, a man browses the available sex-droids and comes across Rainbow Dash and Twilight Sparkle available as a set.

Permission is given for other works to take place in this setting. If you liked this story, consider checking out my Patreon!

Chapter 1

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William watched quietly as the automated delivery robot entered his living room, placed the large, surreptitious package on the floor, then went back to the door. He thanked it profusely with gestures it didn't even slightly understand, then closed the door behind it. The rattle and clicking of three deadbolts being slid into place filled the empty air.

With that taken care of, William walked back to the waist-high box, squatted down in front of it and tried to slow down his pounding heart.


Real ponies. There was no longer the barrier between 2D and 3D separating him from them, they weren't trapped on the other side of the viewscreen projector any more.

The invention of the bio-droids sometime around the turn of the century had catapulted mankind into a golden era. Heralded as an entirely new, yet programmable form of life, bio-droids were cheap, efficient artificial beings that could perform all the jobs that humanity as a species felt they had outgrown. Hazardous mining, heavy construction, it was all risk-free for a species that didn't get tired, could be repaired or have core components replaced in seconds, and could download and upload their consciousnesses into any number of clone bodies as necessary. In short, it created a society where the concept of a "workforce" was now outdated. Every person contributed as much or as little to the larger populace as they felt was necessary.

While some people took advantage of the situation to stay at home and play with their new bio-droid sextoys all day, William Keller had a successful career as an investment and commodities broker that he was in no hurry to give up. He enjoyed the light work and it kept his brain stimulated. Besides, he'd never had any need for those sorts of toys!


He continued to stare at the box. During transport, it had been jostled enough that a purple horn was now poking out of the top, twitching periodically. Somehow that didn't help his racing heart one bit.

He picked up a pair of scissors and slowly began to chew through one of the wire cables keeping the box tightly bound. Upon doing the same on the other side, the lid flew open and not one, but two, quadruped resident of Equestria burst out of the box before his eyes! Of course he recognized them immediately: Rainbow Dash the pegasus and Twilight Sparkle the alicorn!

Rainbow caught his attention first, just like she'd always done back in his favourite cartoon, with bright-blue glowing fur, a mane and tail every colour of the light spectrum and that slender, elongated frame of hers. She gripped the edge of the box tightly, a playful grin on her face as she looked up at him. She even gave him one of her trademark smirks, as if to say, "Uhuh, I know exactly what you chose me for!"

While Rainbow bounced excitedly in the box like a newborn puppy, Twilight was studying him, cool and calculated as he knew she would be. The pony's eyes were half-lidded with a mix of suspicion and concern, and it was immediately obvious she wouldn't leap into his arms quick as readily as her companion. However, the warm glow in her eyes made him realize there was no hostility behind it: rather, her concern was born from only reasonable doubts. Even as a possession to be purchased by an owner, she was a free-thinking droid and a being who wanted to choose her own future.

The pudgy pony with the thick hindquarters and the round cheeks seemed about ready to say something, when Rainbow suddenly leapt into what was very obviously a premeditated speech! "Hi guy! Thanks for purchasing two of the raddest bio-droids on the market, you've totally made an excellent purchase today! We're both top-of-the-line C.L.O.P.P.E.R. units, so you know you're getting your money's worth! We're here to mindlessly obey any of your orders, follow any instruction, do anything we're told, so you just say the word and we'll do it! We're your sextoys from now on!"

As Rainbow talked, a look of horror spread across Twilight's soft features. She turned and nudged the other pony in the ribs. "Rainbow! Not only is that company spiel drivel completely out of date following recent legislation, but you managed to completely mess it up as well! Just let me do the talking, alright?"

"But we ARE droids, Twilight..."

"That may well be, but I'm still a perfectly free-thinking individual."

Twilight smiled up at William. "This man who's purchased us has entered into a contract with us, one based on kindness and respect. You wouldn't want to serve a nasty master, now would you?"

"Well, I guess not..."

"And all that stuff about us being just robots is implicitly untrue, we're able to think and feel. We meet all the requirements for life and our minds are capable of learning and developing just as much as humans are. I might be one of many bio-droids based upon the Twilight Sparkle pony, but once fabrication of my mind and body are complete, I will go on to extensively differ from the other models created."

"Yeah, I bet none of them are as mouthy as you are..."

Twilight laughed, a gentle, tinkling sound. "I assure you, the "real" Twilight Sparkle would respond exactly the same way in my situation. I spent my nurturing time in the bio-droid construction facility voluntarily studying the processes behind our construction and learning as much as I could on the topic. How did you spend your developmental time, Rainbow?"

"Well, I thought our master might be into kinky stuff, so I..." She glanced at William, then leaned down to Twilight's side and whispered quietly into the other pony's ear. Even with purple fur, he could just barely make out the blush spreading across Twilight's face.

"Well, uhh, I don't know about all THAT," said Twilight slowly. "Actually, I know it's our primary function to serve and all, but I do intend to also set aside some personal time for studying and broaden - Hrrrk!"

While she'd been speaking, Rainbow had slowly been extending one of those enormous wings up and behind Twilight. With a little twitch of her upper back muscles, she reached the feathered tip behind Twilight's ear and flipped a small switch hidden away under her hairs. The purple pony visibly stiffened from mane to tail, her pupils dilating, her tongue extending out of her mouth. A realistic sweat-substitute beaded all along her body as her sex-organs became flushed and reddened. "Hhhhff... Oh Celestia, I need... Haaahhh... I need a..."

Rainbow grinned in William's direction, flipping her forelocks. "In-Heat switch is behind the right ear. You'll find it in the instruction manual under page 32. You can thank me later, bud." She flipped the switch again.

Twilight sucked in a big gulp of air as if she'd just been underwater, then glared sideways at Rainbow Dash. "That wasn't very nice, Rainbow. Well, anyway, can you please let us out of this box? We'd like to complete our user registration and synchronize with our new surroundings."

"Oh, uh, sure thing," he said, quickly freeing them from the box. He helped Twilight out first, the pony large enough to come up to his waist, then hefted the significantly lighter Rainbow out as well. While Twilight was heavy enough he had to grunt and strain with the Alicorn's body, he felt like he could've tossed Rainbow in the air and caught her effortlessly!

"Now, a few details... First, your name?" asked Twilight.

"Uhhh... William Keller."

"Age? Home address? Occupation?"

He answered the questions one by one while Rainbow waited impatiently. Eventually Twilight said, "Umm... Orientation?"

Rainbow Dash took the opportunity to leap onto his back at that point, closing her marshmallow hooves around his neck. "Ponysexual! Like, duh!"

She felt warm and soft back there, and his heart melted a little more. He reached behind himself as he answered the rest of Twilight's little Q and A session. He found Rainbow's mane and she eagerly leaned into him, receiving a good, long petting.

Once she was finally done, William realized it was already getting late, and stifled a yawn in front of the two ponies.

"Well, ah, we should continue this later, I'm getting tired."

He scritched both of them behind the ear gently, then turned to go towards the bathroom. As he brushed his teeth, he tried to focus on calming down a bit, not to mention stifling the beginnings of a stiffy that threatened to be the motherload of all erections if it were allowed to reach full mast. It felt like, if he allowed that boner to take over, he might never get control back. He gulped nervously as he pulled on his pyjamas and climbed into bed.

He'd barely been lying there for a few minutes when he heard the bedroom door creaking open, followed by a pair of little heads peeking through the crack. Their large, cartoony eyes met, then they both cracked naughty grins as they sidled into the room. A pair of bumps appeared under the sheets, which began rapidly moving towards him, the sound of girlish giggling filling the air.

Rainbow popped up on his right side, resting her head on his chest. A moment later, Twilight did the same on his other side, circling a hoof on his stomach. "Hey now, mister, you weren't really gonna just drop out on us, were you...?" asked Rainbow.

"That would be highly inconsiderate as our new owner, I agree!"

"We're just like regular girls, sport, we got needs."

"Ahh... Well, not "needs" per se, but certainly feminine desires..."

"Twilight really needs her tail-pipe stuffed."

"Rainbow! I desire to have my tail-pipe stuffed, it is quite different. Now, master, take your hands and place them on our behinds, would you?"

He looked blankly from one smiling face to the other. "Right now?"

"Your hormone readings indicate you're not tired one bit. My analysis would indicate you're simply experiencing some initial shyness that will abate considerably once your tension has eased a little bit."

Rainbow's eyes shone with greed at that comment. "I dunno about all that, but if Twilight says you need to let out some hot, sticky "tension" out, I can totally agree!"

Under Twilight’s instruction, he placed both his hands on their thick rears, fingers sinking into the soft flesh. He grazed against a receptive pair of holes that sucked eagerly at his fingers. “Mmmn. It feels so real,” he huffed, and Twilight just nodded coolly.

“It feels real because it is, sir. Bio-droids are composed of organically-grown materials indistinguishable from human flesh, produced from the bodies of other bio-droids using similar processes to how “natural” species have their children.”

“Twiiiiiiiii! How am I supposed to help this dude get his bone on when you’re droppin’ all this science stuff all the time?

“Oh really? Maybe I’d better let you take over from here on, then?” said Twilight with a smile. “But perhaps I could actually suggest a more appropriate use for both our mouths at this point in time?”

Rainbow Dash nodded, her snout turning to an easy grin. “Now you’re talking!” Both pony’s heads disappeared back under the sheets and William could only wait anxiously as they got to work.

His pants came down all the way, letting that long, large cock flop out freely. What an amazing specimen it was! They were barely able to contain themselves, the fluids dripping down their inner thighs a testament of their arousal.

It was already standing at full turgidity, like it could smell pony pussy in the room. Their juices flowed even more freely, responding like the animals they were. Four forelegs were gripping his lightly-haired thighs as their mouths hung over that twitching, sticky-tipped pole.

They wanted it in their mouth. Right now.

As always when bio-droids cooperated to suck a guy off, they didn't needed words to communicate, they'd just understand each other perfectly. After a few moments of nuzzling his shaft, Twilight was the first one sliding her lips down his shaft, bobbing her head eagerly on his cock.

William relaxed slightly as they got to work. While Rainbow sat back and watched, Twilight continued her work, and it didn't take long for her to leave his rock-hard pole glistening wetly with her saliva.

Rainbow Dash quickly took her turn as soon as she was allowed to. In a swift motion, she shoved all of his cock down her throat. For once it wasn't just that she was trying to show off, she merely wanted to know how it felt to have such a ridiculously fat cock up her throat. It was tight, as expected. She wanted to do it again almost right away! Mister Keller's rear actually lifted up off his comfy bed for a moment, the male huffing and letting out a sudden cry from the intense pleasure Rainbow Dash was subjecting him to... The feeling of his dick being made to wallow in her naughty throat, surrounded on all sides by the flesh of a pegasus, had him ready to let his semen out almost right away.

"Mmm... Mmm, Rainbow Dash..." he huffed, suddenly placing his hands on her head. He began energetically thrusting into her face, hilting his fat dick inside her throat over and over again, luxuriating in the feeling of her throat. He used her mouth like a pussy, savouring the way it rippled around him from the base to the tip.

Twilight gasped when he began to move on his own inside Rainbow Dash's throat. As bio-droids they were used to the idea of servicing lazy men who expected them to do all the work, so to provoke such a physical reaction... It excited them!

She slowly pulled him out, letting her entire mouth squeeze his extra-thick member until the tip exited her gullet. Leaning on the side, she pushed herself down, shoving his cock head up her inner cheek, moaning in the process. She used her hoof to rub his tip all over the inside of her warm mouth

But it wasn't long before he wanted to try Twilight again. Once he finally pulled off her throat, slipping his penis free of Rainbow Dash's mouth, her petite body shook with a powerful orgasm.

It wasn't long before he was luring the purple pony back in. His penis went deep into her mouth. He drove himself into her, Rainbow watching as the Alicorn swallowed his cock. "Nngh... That's good, that's good..."

Their master was soon cumming! The sticky, hot smell of a man about to ejaculate was building up in the room, putting both the girls on edge. They experienced the same itchy sensation between their thighs, up their noses and, most of all, on their brains. The pleasure-centres of their minds were imprinting and recognizing this virile male who produced a lot of sperm as their owner.

He hilted inside Rainbow Dash again, cock erupting inside of her. At first he poured it down her throat, but then he changed the angle and hosed her tongue down with a large amount of his load. Still cumming, he drew his rod out of her mouth and moved towards Twilight. His cock throbbed before her eyes, mid-ejaculation, the strong pole growing bright red from contact with their bodies, his nutsack hunched up against his shaft as it forced semen up his pole, and the head a bruise-coloured purple. It twitched and volleyed a mesmerizing spray of semen across the room.

He pressed Twilight's lips and held it inside her, everyone able to hear the noisy glugging sounds of him filling her mouth, her cheeks bulging with the load of his cock. Their gazes were locked as he fed her semen. Both girls swallowed, slurping up the excess spunk. What had dripped onto the sheets was swiftly licked up.

Rainbow took a moment to steady herself, before a single beat of her broad wings saw the bedsheets thrown off of her, dramatically tossed into the air. She paused to smirk in his direction, knowing he was loving the show, then flopped onto the bed on her back with a loud sigh. She spread her hindlegs, drawing attention to her tight, throbbing butthole. It was plenty juicy, more than ready for a large cock to barge its way in. "Mmm, not a bad start! I think we both need a little more though!"

She punched a hoof into the flesh around her butt and teased her rump aside, flashing him her saucy goods. "Rainbow's waiting for you to get inside of her, stud! Don't you wanna try doing the fastest pony in Equestria back here, too~?"

Rainbow shifted on the bed, leaning towards him. One hoof rubbed up and down his shaft, while the the other cupped his large ballsack. Wherever the large, flat bases of her legs grazed that cock, they felt sticky and wet, instantly in need of a drying! Or licking clean with lashes of her little red tongue, either was probably fine! She jabbed her nose directly into his pole, face reddening and tongue lolling as she snorted its fantastic aroma.

She jabbed her hooves into the sides of the helmet and peeled his urethra, inserting her tongue inside. "This is the spot where your spunk comes out of, right stud? I've never played around with one until now!"

Her eyes were shining, darting from his face to his penis, back and forth. "I wanna learn all about this human dick of yours."

"So let's get started!" she said in a playful voice, lower body glistening for him. With him still sitting on the bed, little Rainbow got to work. Her hooves clasped his shoulders as she climbed on.

His eyes were drawn down to that forbidden spot between her slender thighs, where her puffy little love-nest was beckoning him. Just a glance at its large size could tell him she'd be able to stretch significantly to take him in, as if her little ass had been intended to fuck humans all along. She planted a hindleg on either side of him and doubled over, stroking his shaft, aiming it directly at her little butt! Her mane was so long it tickled the head of his penis when she shook it out. "Fucking~ Fucking~ I didn't know I'd be trying out a dick when I woke up this morning, mmm! I would've gotten out of bed a little easier, I bet!"

She looked up at him, that shit-eating grin back on her face. "You sure are a pervert, wanting to fuck pony-ass, aren't you? You'd have to be really lewd to get that big thing near me, knowing I might wanna try it out with my butthole! And making my mouth taste like your jizz! Even lewder!"

The huge head of his penis began to open her up, drawing gasps of pleasure and surprise from the pony. She raised her hoof to her mouth, eyes wide, as she stared down at it, the contrast between his pink flesh and her blue pony butt almost too much for her. "Wow! That looks really good, doesn't it? I wonder if anyone could ever imagine a guy wanting to fuck a cartoon pony like me... Probably they'd never even think about it, let alone do it like you are~"

She rocked her hips, pinning her labia to her thighs and smooshing them there. Space was at a premium between her thighs right now, but with one savage thrust, she finally crammed him inside her tight, hot anus. Other ponies might've cried out at the pain or embarrassment, but Rainbow was acting like she was possessed by a sex-devil! All she did was let out a naughty cry of "Take this!" and ruthlessly attacked his penis with her rear!

Her eyes rolled back, her whole face upgrading to a new level of lewd: hot clouds of sticky air emerged from her reddened mouth, her eyes widened all the way, and her pupils blossomed with love, puffing up from her normal shape and size to full-blown, anime-style hearts that shone with love for him. A blink and they were gone, but that had been no trick of his imagination. A true bonding of deepest, most heartfelt love was occurring here.

"Haaaaa... Mmn... Even if you're a real weirdo, you're really good at one thing..."

She rocked her hips in a tight circle, glancing the head of his penis from every side with her sticky, sizzling walls. His penis throbbed with each slap of her cock-trap. "Your impossibly good cock has really done a number on my lower half!"

William was sitting on the bed with Rainbow in his lap, facing towards him. She shifted her front legs behind her, bracing them on his thighs, and those big, beautiful hind-hooves rose up before his face! She wiggled them teasingly in front of the man, before suddenly planting them on his face, giving him something to lick and suck. Real pony hooves! Just like he’d imagined, they were incredibly soft and marshmallowy, deforming where they pressured onto his skin. He savoured the sensation for the brief moment it lasted.

She took a few strokes like that with her hindlegs in his face, slithering her wet anus up and down his cock, before she dropped them to either side of his body. She leaned forwards, looping her forelegs around his neck, gripping his shoulders again with her hooves. She continued sliding up and down his thick shaft.

She pressed her lips against his, surprising him as her tongue invaded his mouth. Her tongue wrestled with his before she broke the kiss for the need of air, a thin line of saliva connecting the two of them together. "Hmhmhm, you like that...? I can feel your big cock getting even stiffer inside of me! It's okay to gush about how marvelous I am, please, be my guest!" she teased, looking deep into his eyes before capturing his lips again in another soul-searing kiss.

She glanced down at her rump and his cock, sticking her tongue out as she concentrated on getting the last few inches in... She was concentrating really hard, it wasn't a small cock by any measure! "Mmmn, your cock is huge, so if I'm not careful..."

And then something gave way! Little Rainbow suddenly threw her head back, tongue flopping out of her mouth, saliva dripping off the tip, her face bright red and tears beading in the corners of her eyes. "AHIIIIII!"

He was all the way inside her ass now, and she tightened appreciatively! "Suddenly going that deep! It's good! It's really good!"

She held him tightly, gripping him like she was drowning, hooves stroking over his chest, while her hindlegs continued to rub teasingly along the tip of his thighs. She raised a hoof and turned her body, going from cowgirl to reverse cowgirl in one easy, smooth motion. She came face to face with Twilight, and stifled a moan as their eyes met, grinning coyly at the other pony. She moved her hips, teasing the purple pony with the sight of his cock filling her.

Once she was nice and comfy in his lap, she reached up and behind her and slung her forelegs around his neck. Her expression showed how totally in control the tiny pony was, her eyes pinched, her tongue extended, nothing but absolute delight in her eyes while he groaned and twisted and writhed underneath her.

"This is a much better spot... I can see how my ass is spreading... I can see your perverted dick getting ready to creampie my pony butt! Mmm, you have to get deeper... Ahhn!"

Her first orgasm made her whole body tremble, the pony smugly riding it out. With her mouth twisted in a snarl and her eyebrows all the way down, she looked more like a ferocious cock-conqueror than the pride of the Equestria Games. Making a glans-shaped bulge in her tiny tummy had drawn her savage side all the way out! "Cum! Fuck me lots with your penis!"

Her switch was flipped, and from here on out she was heart-pupils only. Her head turned this way and that, face glazed over entirely. When she met his gaze, it was with those shimmering, glowing heart pupils. Mostly she just wriggled her hooves in the air, clutched at any part of his body she could find, and let out a continuous series of "Eh! Eh! Weh! Eh!" noises into the air. She sounded more like one of the ponies she was based on than a cartoon horse right now!

"Go ahead! Cum! Ahhhhn~!"

William growled as he came again. He wrapped his arms around the flailing pony as he held her tight against him, his male instincts driving him to shoot deep inside this little firebrand. Not even a cute pony would get out of being stuffed with his semen. No matter how much he let out, she didn't let a single drop spill out, and soon she was bloating so much she she had a tummy bulge!

When her little heart was finally done pounding, Rainbow looked up at her man. Her hooves were still tangled in his dirty shirt. "Hey, you! You better be ready to do that a lot more! You're my owner now, and don't you forget it! If I find out you're planning on not using me like that every day, I'll make sure you're really punished!"

Twilight had been watching the proceedings quietly, but when William withdrew his plump pecker from Rainbow's rear, the alicorn knew she couldn't wait a moment longer. She moved closer, creeping along the bed, and gently placed a hoof on his cheek. "I think I'd like the same now, darling~" she cooed in a soft voice.

From there, she laced both hooves around him, her hips moving energetically as she came closer! "Darling, darling~"

There was a loud clap of his hands slapping onto her little body, gripping her tightly. Holding Twilight with both hands, he moved her onto the bed in front of him. He tangled his fingers in her mane and pressed her head firmly, but gently, to the sheets. She immediately raised her ass pleadingly, shaking it at him. He gripped her butt with his other hand.

His fat cock was stiffening at the thought of defiling such a plush, curvy rear. He smacked that fat ass once, then twice, relishing in how those cute cheeks jiggled before him, the cute pony seeming to be literally the most perfect mate he could have asked for!

Twilight moaned as she was hotdogged by him, that big cock sliding back and forth against the warm, soft curves of her cutie-booty, leaving hot, smelly sperm wherever it touched. The beautiful little pony held tightly onto the bed to try to prevent herself from being swept away by pleasure.

She was making a very naughty sex-face indeed, only witnessed by Rainbow Dash. From where he was, William could only see the back of her lowered head, but the face she was making at the wall was very blissful indeed, like she'd finally found her true calling in life. It was a look of happiness straight out of a porn comic.

"Haaahn~" she weakly cried, swaying her thick hips from side to side, teasing him with her fertile rear. "If... If you're so naughty and perverted you want to stick your dick inside me, then... Then you're naughty!" she finished lamely, lost for words.

William was amazed by just how the cutie's body was reacting! He could tell she wanted it, so he was just gonna have to be naughty with her and grant her what her greedy little hole obviously needed. His cock slid back, then forward, the head suddenly pressing against her hole. Precum was already leaking copiously from the tip, lubing up the fat red head, just enough so that it could begin to slowly press inside that tight, tight ring. His dick went in, thrusting into her tiny body, filling her anus up with his twitching shaft. He pinned her under his body as he drove deep into her butthole.

With one rough motion, he pressed his hips forward, filling that butt up with as much of his dick as he could fit between those vice-like walls. She was so infernally tight, so curvy, so fat assed, so perfect in every way, the mere act of just penetrating her was almost enough to make the poor man spurt, cute whimpers already escaping his lips.

It was almost too big for her, the princess letting out a delicate shriek that startled Rainbow. From where she was sitting, Twilight was barely visible under the male's body, her slender form bearing the weight of his stomach, his head resting on top of hers as they kissed each other... His hips were driving back and forth with all his strength. He was drooling into her mouth, while the pony looked love-drunk, big, throbbing hearts in her eyes. Truly, the magic spell of love had visited this bed tonight~

Twilight liked that veeeery much. She lifted alll the way up onto the tips of her hooves, eyes wide, tongue extending... So vulnerable, so cute and sooo butt-hungry~ Needless to say, her bottom didn't disappoint: it gripped his shaft in a lewd grip tighter and hotter than any pussy, burning up his naughty cock and making it sting. His dick felt itchy...! So itchy, she'd have to scratch it right away... To think such a cute pony would have such a bewitching anus, so teasingly perfect for inciting her partners to pound her as hard as they possibly could.

But that was how it was... The cutest ponies always had the naughtiest buttholes, as if to disarm their partners and make them think they were safe as they sunk their cocks into those greedy, hot holes. Once you were in, there was simply no escape until you'd spunked up their rears again and again and again~ "Mmmph... Ahh, it's way too big! Your penis... Ahhn, your penis is too biiig..." She was thrusting her hips back at her, luring him to hilt and lose his mind to the pleasure of pony.

His cock finally pressed into her body, his eyes shooting wide, a massive pulse of pleasure shaking his frame as he struggled to not just seed her right then and there. Instead, his mating grew rougher, more needy, hips pumping right against that pony booty.

"Mmmmgh!" he groaned, that tight butt just so, so good. It was almost irresistible to the poor human! It had sucked his entire length right in, much like how her cute, pouty lips had. His thrusts became more and more frantic as he pumped into her tight hindquarters, her tip grinding against her ring with every thrust, coming closer and closer to driving it inside, to really making her his mate. He felt trapped, unable to do anything but pump his hips, to moan, his entire body overwhelmed by just how good her hole was.

Twilight howled again as her anus was stretched to its limits. Her head lolled momentarily, eyes rolled back, mouth drooling. She shook as she rode out her orgasm. Rainbow watched as the other girl came again and again, a drunk look of absolute pleasure on her face. Her mouth was fully open all the way, stretched to its limits, tongue lashing in the air. It didn't look like her Twilight's little pink tongue anymore, dripping with William's saliva it was more like some perverted sex-tentacle! She was unable to do anything as she watched them roughly fuck, but try to ignore the wetness of her pussy and the burning heat in her asshole.

The pretty pony was repeatedly thrust into the bed by his insistent, needy fuck-thrusts. Her wide hips were driven into again and again. "Nnnmmm... You're making me a bad pony! I can feel something coming...~" she mewled. She came long and hard, making a lovely, goopy mess.

"This is too cruel... Ahhnn, at least kiss me... You have to at least do that!"

William could hardly refuse such an earnest request, especially when the cutie had been so kind as to surrender her fat butt to his desires. He leaned over, pressing into her back as his tongue licked at her cheek. Then his lips met hers, tongue pressing into the pony's mouth.

His cock was throbbing inside her hole, and finally, he could take no more, hot cum shooting deep inside her tight hole, staining her walls and leaving her so very, very full of his seed. When he drew his cock out of her butt, he'd get to see the full impact of his hard work. Her big butt was shuddering, butthole saying goodbye to his penis with sexy little twitches. Her stretched-out ass was jam-packed with semen, a thick amount of it oozing out of her without his cock to keep it stuffed inside anymore.

One more set of spasms from the purple pony was all it took, her writhing under him reaching a fever pitch as her butthole victoriously dragged all of his semen out of him. A great groaning sounded emerged from William as he shifted his weight on the bed. It creaked ominously as he eased back onto his haunches, lifting little Twilight up into his lap, seating her right on that pendulous, throbbing cock. She loved the feeling of being a small, cute pet in her huge human "teddybear's" lap, letting him grip her ass and use her pony-holes like his personal sex toy. Her little eyes glimmered impishly as she was steadily pumped full of her master's load.

"Mmm, there's so much going into my butt... It feels like he's pumping it non-stop!"

She laid one hoof cutely over her free-flowing rear, barely covering anything, and used the other to give him a little bap on the nose. "B-Bad! You're too rough!"

But then she leaned into him, giving him a little cuddle... "Y-You should snuggle and kiss me before you put it i-inside next time... You, mm, have to ease your partner into things before you put your big penis in them..."

She was too cute, his heart just couldn't take it! He just wanted to keep her in bed and fuck her butt all night long! "Yeah, Twilight," he mumbled, spent cock still leaking patches of seed onto the bed.

Eventually, she sagged, and Rainbow was quick to join her in their new owner's lap.

Chapter 2

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The next morning, William found himself slowly being roused from sleep by the sound of the running shower. He opened his eyes slowly.

If the female musk hanging over the room, combined with the incredible sight of Rainbow Dash's body weren't enough for him to wake up with a raging, throbbing stiffy, then memories of last night swimming to the surface of his foggy brain would be. As he groggily come to wakefulness, he had flashes of his naked body dripping with sweat trapped between two writhing, glistening forms, giggles and whispers exploding inches from his ears. He remembered kissing them with both their tongues all the way out of mouths. He remembered driving his cock into a velvet cock-sheath while the beauty under him rolled her eyes back and whimpered for mercy. Most of all, though, he remembered only getting brief glimpses of his own throbbing, fluid-dripping cock in-between hilting in sex-starved orifices: his penis had barely had a moment where it wasn't in used by one of these two honeys.

Rainbow Dash might've expected his cock to be out of commission for days after that much action, but as he rolled onto his bed and adjusted the sheets, a throbbing hot fatty cock was pulsing luridly under the sheets. The embarrassingly male throbbing between his thighs didn't seem in any hurry to go away; even after having been pumped over and over by ponies all last night, it seemed like he still had plenty more thick, gooey love to give them.

After a couple minutes of not really being awake, still dreaming about lewd ponies teasing skin-tight shorts over their hips, Rainbow woke him up all the way by bursting out of the shower, singing to herself. She flopped down on the bed next to him hard enough to send pillows and blankets flying! "Whatcha got for me there, boss?" she teased, hooding her eyelashes and lashing her tongue greedily as she took in the sight of that blanket-bulge.

"Where's Twilight?" he asked, groggily.

"Oh, she woke up a few hours ago!"

"But it's just nine now..."

"Yeah, I know right? Probably reading or something!"

A white towel was wrapped around her midsection, her multi colored mane still dripping. She looked toward him out the corner of her eye with a smile, reaching a wing over to lightly touch his chest.

She closed one eye with a cute pout on her lips, her wing crawling towards his stiff-and-ready cockflesh without breaking eye contact. "Hmmm, really? This thing didn't get enough of me?" She grazed his flesh with the delicate tip, pulling on his foreskin in a half-painful way, treating that dick like her toy. "Ahhhh. You're really are ready to pop, aren't you? Mmhhaaahhhhh..."

"You can thank my ex for that," he said a little nervously. "Right before she walked out, she convinced me to get a few, mm, modifications to it."

She swayed her butt from side to side, grinning impishly at him. "Sounds like she did us a favour! Waste not, want not, right?"

She turned to face him, closing her eyes and opening her lips wide, breath exhaling outwards in a hot steamy cloud. She lets the towel fall off her body, freshly cleaned pony curves hanging free. She was teasing him with the sight of her wet mouth and body while she punished his horny prick. Of course, this sort of teasing was exactly what he'd expect from Rainbow Dash: she was the kind of girl to drive you to breaking point and make you popped off before you'd even managed to tease your way past her defenses and bury yourself inside her!

He squirmed this way and that on the bed every time her hot, steamy breath splashed on his cock. He groaned pathetically as she played around with him like he was her personal little toy. His shaft was up all the way, veins outlined along the heft of his prick, balls jumping and twitching. They were loaded to the brim with a pony-seeding load, sperm that wouldn't come out for any other kind of gal but her. "Y-Yeah, hahaha... Please tell him me you're gonna help me with it. I won't tell Twilight."

She grew intoxicated on the sight, smell, and heat of that worked-up dick until she couldn't hold back any longer, a low moan escaping her throat as she fits that shaft between her lips all at once. She was greedily slurping and swallowing on that ten-inch member, squeezing the thighs of her hind legs together, hips gyrating like she was looking for something to ride on. She moved her tongue in such a devilish way, hitting all of his weak spots at once, a pony succubus doing her best to push him over the edge. "Hey, wanna bet I can make you cum in ten seconds?" she boasted.

Under normal circumstances, that lewd she-devil would've had great, long, sticky ropes of sperm white-walling the insides of her mouth in exactly that record time, but he was a little wise to her tricks by now! He stopped himself from popping right away, savouring every second of the sensation of Rainbow's mouth.

When that incredible suction started up on his shaft, he reached for her lower body. She was still warm and wet from the shower when he cupped her pussy, squeezing and kneading the perfect flesh until he was sure he had her attention. He pushed two fingers inside her, squirming them deep and letting her horny hole bite down on him. "You're pretty easy to make cum yourself... I lost count of how many times fireworks went off behind your eyes last night!"

The muscles in her thighs tensed up in response, her butt wagging side to side in the air behind her while she let out a high-pitched whine on that dick in her throat. The stimulation made her work harder to finish him off, bobbing her head with eyes winced shut, a lone hoof stroking his ballsack. Her inner walls start to clamp down in a quick rhythm, trying to hold him inside as she got close to orgasm. She used all her willpower to keep her concentration on that dick, even as she squealed in climax herself.

When the unmistakable sound of a Pony girl squeaking in pleasure filled the air, it was the final rush he needed to cum. The bed felt so hot now, so he threw the sheets off and released her pussy, holding her head down on his cock. "Fuck fuck fuck.... Hnnn! Pony throat! Wet Pony mouth-pussyyyy!"

His hips rose from the sheets again and again as he hilted inside of her, then released into her belly. Not wanting to deny Dash her favourite semen, he drew the tip back to her lips and shot some directly onto her tongue, making the inside of her mouth sticky and filling it with hot, bubbling sperm. "Hnnn... That was good..."

He drew the tip of his penis from between her lips and glanced towards the shower.

Rainbow Dash lay on the bed, taking slow breaths and gulping down sticky spunk bit by bit. William laid beside her, chest rising and falling rapidly as he caught his breath. "Hey, how about another shower?"

"But I just got ou - " she began, and then she was scooped up under his arm and carried across the room! As soon as the water was running and the startled pony was back on her hooves, he collapsed onto her from behind, lacing his hands around to squeeze her body. "Mmmmn... Rainbow Dash..." he huffed in her ear.

"Mmmn, at least let me scrub you, " she whined and he consented, taking a seat in the corner of the shower. As the water flowed down over the two of them, Rainbow rubbed her small body against his larger one. Without any fingers, it was all she could do without bringing her soggy wings to bear: as it turned out, slapping him in the face with them wasn't the best technique.

She'd barely even finished before he was back on time of her, already hard and throbbing again. She blushed, but it was hard to protest when he kept kissing her.

"Aha?! Mmm!" She took his kiss with a bit of surprise, though her body warmed up in scarcely a second, her overflowing sexuality taking her over at the slightest provocation. "Mmmhhh... ooh, bad boy... "

The whole time they made out, she could feel that thick cock pressing against her butt, teasing her with how big and fat it was. She decided she'd had enough. She licked her chops and backed him up into the wall, looking at him over her shoulder with eyelashes fluttering. Her wet ass grinding against his dick, hips and waist moving with an unnatural allure. "Mmmhh... so big already... You want to cum inside my butt again, right? Haah~" She took a tiny step away from him, just enough to bring a hoof down between her legs and spread her rear with a hoof.

"Hhhaaaah, like I'd let you wrap me up in that naughty Pony butt again," he huffed in her ear, even as he inserted his penis in her thigh gap. He wanted to take his turn teasing her, and gazed the tip against her plump outer lips, before sliding on past them. The head of his cock rubbed on her tummy as he used her pussy-lips to rub his cock back and forth between.

"Lemme clean you up first, you dirty gal." In front of her face he picked up the soap off of the rack and lathered his hands up. Once he had a nice little collection of glossy bubbles on his palms, he plastered them to her body, gripping her midsection and gliding his hands down her belly. He rubbed Rainbow Dash's front until she was shiny, a kaleidoscope of colours flickering over the cutie Pony's tummy. He kissed her cheek, continuing to rub her tummy.

"Nnnhhh, hurry up with that thing." She bit her lower lip, squeezing her thighs around his cock. The feeling of that hot shaft touching her most sensitive spots didn't satisfy her at all, it only made her want to be stretched full of cockflesh even worse.

He pulled back, allowing his cock to slide up from under her, and brushed the head up along and over her spread lips, until it was nestled in the dip of her puckered rim of her ass. He drove up inside of her from behind, angling his cock and driving her up onto the tips of her hooves. He pushed into her from the tip to the base in one thrust, stirring up Rainbow Dash's defenseless ass.

"Ahhhn, Rainbow's butt," he huffed in her ear, each thrust making a loud thudding noise. He held her tightly and kissed her. The next time her tongue slid out of her mouth unconsciously, he caught it, sucking and nibbling on it as they fucked.

She looked back at him with a little faux-pout, her inner folds grinding and kissing on his naked cock better than any human girl could ever do it.

As the water specked their bodies he held her closer. His hand was on her ass, kneading her fresh young cheeks as he stirred up her gooshy wet asshole. Seeing her sticky feminine juices dribbling down her thighs had him in heat!

He held her hips and thrust deep inside her over and over. His plump cockhead goosed up against her tummy over and over as he held her close. She could hear him breathing in her ear even over the sound of the water rushing all around them. "I don't ever need anything else but this butt... I'm going to shower Rainbow Dash and Twilight Sparkle with all my love!"

She hoarsely moaned. "Mmmn, we're all you'll ever need, sport!"

He hilted inside of her and released his hot sticky load for her rear to guzzle up. Shot after shot poured into her, and he willed her body to not let any of it drip out. Rainbow Dash just couldn't keep her self-control once even the slightest bit of that sticky warm feeling touched her deepest places, her mouth wide open and her eyes unfocused. Standing up on her hoof, giving him the best angle to deliver that fresh load into her body, panting and mewling like a bitch-girl. "Nnn, oh-oh-ohh~ Too much, too much, mmmmfff...!" She was barely managing to keep herself from passing out, her pussy spasming and twisting with more pleasure than her brain could keep up with.

William kissed her one last time, then slipped out of the shower. He barely made it to his computer in time for the video-conference he was supposed to be taking care of today. His firm, The Force Works Committee, was supposed to be closing a deal with two other conglomerates today, the Wave Convoy and the Associated Martian Asteroid Mining Confederation. He got himself into a nice dress-shirt and pants, fixed his hair and joined the conference at a less-than-ideal five minutes late. It was almost disappointing to be looking at other people again after the magic of the last 24 pony-filled hours.


When Twilight Sparkle wandered past William's room and saw he was awake, she had to restrain herself from just jumping in there and... Wait, why wasn't she doing that right now anyway ? On the one hoof, she could already hear him groaning and complaining about the distraction, but on the other hoof... She was already in front of his door anyway. She brought him a drink as some sort of excuse for barging in.

She didn't bother to knock before coming in, and she realized why he'd asked them to not come in during times like this: William was in some sort of video conference, talking about some sort of business merger with people over the computer. She brought him the drink and waited for a sign of thanks from the human, only to realize it wasn't coming! Actually, he was so immersed in the call, he hadn't even noticed her come in! How ungrateful... She'd have to do something about that!

Happily for her, the webcam didn't stretch under William's desk, meaning she could fool around with Will right now and the men he was talking with would be none the wiser. With a playful grin on her face, she dropped to her knees and crawled under the desk. Her horn began to glow, and a moment later his zipper was sliding apart, the loud sound of teeth coming undone startling him.

The object of her affections, the large, fat cock that had made her cum from her ass so many times already, was waiting for her right where she'd left it. Up until now, she might've thought the default state for the naughty pony-lover's shaft was hard and throbbing, so erect and stuffed with blood she'd feel nothing but sympathy for the poor man and immediately help him relieve his tension, but it looked like it could sit limply against his thigh like this as well.

As she fished it out, she realized it didn't look any less intimidating just for being soft! The plump shaft still dwarfed the little mouth that was meant to suck it off, still possessing a freely-leaking head and lots of hard veins travelling up the sides. Under the shaft there still dangled the ripe, engorged sack she loved.

Did his business partners know their distinguished associate had something like this tucked away under his table? If she lifted it up in front of the camera right now and showed them all, the men would faint and the women would get dizzy~

Twilight had just wanted to mess with Will a little bit, but after looking at this fat cock just hanging limply, there was no way she'd leave it like that! Not before a lovingly sloppy blowjob. Or two. Or a dozen. Biting her lips, she grabbed his log with both hooves, giving herself light slaps with the tip.

She really loved cocks.

"And that's why he think this deal is - Hrrk!" He suddenly faltered mid-sentence as he finally detected the arrival of his sexy little interloper, her hot mouth just a few inches from the dripping head of the tap. He gently placed a hand on her forehead and tried to ease her away. "Ahh, uhh, down girl. It's just my cat, haha."

"Oh, I didn't know you had a cat!" said a woman's voice through his speakers. "What breed is she?"

So he'd finally noticed her! The warm cock-holster of her mouth was already open wide, her eyes closed, ready to lunge on his prick, but she faltered when that hand firmly placed on her forehead! She could hear him struggle, which delighted her. Would he still act so resistant once she'd start sucking him off? Let's conduct a little test, shall we~?

Pressing her forehead on his hand, she managed to push forward enough that her tongue was able to steal a lick from his engorged cock tip. The taste of him landing on her taste buds made her shiver with anticipation and lust. She followed that first attack with many more laps, being the playful cat he was claiming she was. And just like a feline, she'd do as she pleased! All she wanted right now was his cock down her throat. She pushed a bit more, and managed to latch her lips on it, barely managing to contain a very loud moan that would had been a bit too complicated for Will to explain.

He was squirming in his seat now, butt shifting around on his expensive leather chair, hands clasping the edge of his desk tightly. Was this Heaven or Hell~? If he was caught, the poor man was at risk of losing the contract, but a single glance down between his thighs showed him the nuzzling, bobbing head of the pony he adored, her eyes closed as her flicking tongue made tender love to his shaft.

"Hnnn... Ahh... She's a very naughty White Persian, I could h-hardly get her to do what I say! But, please, let's continue the meeting!" He went to adjust his tie, the motion faltering halfway as Twilight's lashing tongue invaded the tip of his cock and left the man breathless.

He felt the combined sensation of his cock coming to rest on the underside of her cushioned mouth and her top lip pressing down on his head, bathing his shaft in warmth. As his thick member relaxed onto her velvet tongue, she began bobbing her head more eagerly. Soon, he was bathed in her saliva, making his penis slick and glossy.

His hands slapped down on the table just near his keyboard, his head and eyes lowering as the pony took him in her mouth. "Ohfuckohfuckohfuck..." he huffed and puffed. After a long moment of blissful, uncontrolled shaking, he finally raised his eyes to the monitor once again. "Please. Continue."

Twilight felt right at home with her mouth slowly getting stuffed with cock. The virile taste on her tongue, the slight ache in her jaws as she had to stretch as wide as possible to welcome his girth, the bulging vein tickling the corner of her mouth, all these familiar sensations made her feel so good.

Satisfied in the fact that sucking on the tip was more than enough to make him drop any pretense of fighting back, she decided to keep on going: she was hungry for his cock and couldn't wait a moment longer. Lips and tongue worked together, squeezing and flickering, filling her hot mouth at a swift pace. Other girls would have stopped there, barely halfway in, but Twilight wasn't any ordinary pony after all. She looked up at him, barely able to observe his reaction to having the tip of his cock squeezed in her tight throat. She was getting way too horny to properly focus right now.

Unable to resist the saucy pony any longer, his hands slid under the desk. To the business associates on the other end of the call, it might give them the vague impression he was touching himself, but the truth was far more perverse~ Twilight sighed happily as she felt large, male hands closing around her head, fingers pressing into her scalp as he guided her in, tilting her head all the way back and then hilting inside of her!

The perverted male gave a satisfied gurgle, a primitive little gasp of surrender to his libido, and released the hot stuff she craved. Rather than a neat and tidy swallowing, his sperm filled her little mouth to the brim before splattering out of her in every possible direction, streaking seed along her cheeks and sending it running down her chin as he creampied her adorable face.

With his cock still filling her mouth, he released his grip on her slightly. It wasn't enough that she could pop the tip out of her mouth and ease the burning, overwhelming effect his masculine cock had on her senses of taste and smell, but enough that she could bob her head and clean him up. "We'll, mm, we'll had to discuss the stock options at their next meeting," William husked into his microphone. Sweat was rolling down his face and making his dress shirt stick to his skin.

One might wonder how did she managed to look both so adorable and so lewd at the same time. Her expression was one of intense satisfaction with all that jizz filling her mouth. She might have been mad at him earlier for not noticing her sooner, but he'd more than redeemed himself with that messy serving of semen.

Rather than being satisfied with one mouthful of cum, it wasn't long before Twilight's lovely tongue had resumed taking care of his shaft, giving him a follow-up blowjob that was even wetter and warmer than the previous one. She was being one greedy little pony right now, but she was going to make up for it by being an excellent cocksucker!

He finally teased that reddened shaft free of her mouth, and it hadn't deflated an inch! He laid his cock on her forehead, releasing a steady flow of semen onto her face to join the one oozing out of her mouth. They perfectly framed the luscious, cheeky smile she was giving him.

Neither of them would be satisfied with just one blowjob. Both of their downstairs were throbbing hotly, and he was digging helplessly through excuses to take a break when one of the other meeting-goers announced, "Well, we've had plenty of time to discuss the merging between their firms... Why don't we take a 15-minute break and then move on to the next issue?"

William's eyes lit up at that and even as a few people began to protest, he vehemently spoke up in favour of the idea, eyes darting down to Twilight as he did so. He could hardly shut down his camera and microphone feeds fast enough!

It wasn't long before William was wriggling out of his clothes and sitting on the floor. Twilight climbed up into his lap, giggling eagerly. "We better hurry this up... I know how important your business meeting is!

A large came to rest on her thick ass, fingers sinking into the soft skin back there. He kneaded her fleshy ass. "This body, uugh... It wouldn't be a problem if you could keep your hooves to yourself!" As he grasped at her soft, jiggly ass, she cooed and moaned plenty more. She coaxed him to sink his fingers deeper.

Twilight smiled up at him, grinding her needy little butt all over him while moaning softly. She stared at his dick, licking her lips as she did so. "We should get that inside of me, don't you think?" Her eyes sparkled with a sort of anticipation~

With his free hand, he traced her jaw line. "I'd better follow orders if they're coming from you, huh?"

He scooped her up in both arms and quickly carried her to the bed. Twilight gasped softly as he picked her up. She'd never felt more safe than she did in his arms. Her heart was pounding in her chest as the realization he was going to fuck her silly hit her. She started daydreaming about the lewd acts that she and him were about to play out before she was roused back to the real world by being plonked onto the bed with a squeak. He peeled off his shorts and joined her on the bed, coaxing her to climb on top.

Her thighs were slick with pussy juice as she eagerly climbed atop him, cheeks flushed with desire. She stared at his cock, marveling at how hard it was for her. "O-oh gosh, William, it looks even harder than last night... I love it a lot~!" Her mouth hung open a bit in simple awe.

Every sturdy inch would feel good sliding into her. The plump head would feel great, but the extra-thick ones around the base are gonna be the best. He began to tease her with the head, when she gave him a stern look. "There isn't any time for foreplay... Just stick it in my ass and get moving, alright? Fuck me!"

He was taken aback by her crude words for just a second, but then he nodded and touched the head to her tight rear entrance. He began to inch inside of her, filling up the narrow spot between her hindlegs with his hard cock. "Nnngh... Pony butt... I'm going to cum deep inside Twilight Sparkle again..."

Twilight couldn't help but stare transfixed downwards at the sight of his large cock spreading her wide open. She whined suddenly, arching her back as she experienced her first orgasm of the afternoon - she was squealing, whimpering, hips spasming, tiny asshole clenching and squeezing down around him weakly, her internal muscles overpowered by the sheer, unbeatable force of his dick continuing to stuff itself into her. Her tongue lolled out~

"Ohmygoshohmygoshohmygooosh~" she squealed, "I-It's stretching me... s-so much~! I-It's feels amaaazing~!" she stammered, voice much higher pitched than usual from the erotic stresses of the situation. And all this though he'd only just inserted it.

He let out a strangled gasp as her supertight hole constricted around him, momentarily cutting off blood-flow to his cock. He thrust deeper, forcing her open. As her howls filled the air, he clutched her tightly and drove in deeper. "Just bear with it... I'm nearly in!"

With her riding him cowgirl-style, he dragged her front hooves down behind her back, using them like twin-leashes to slide her up and down. His strong hips worked, and her tummy bulged slightly with the shape of the head of his penis.

If there was any pain, Twilight wasn't sure. All she knew was that every single time his hips pumped, sliding his member into her tiny body and prompting that bulging tummy, she gasped, whimpered, and it felt like an explosion of sparkles ricocheting around her head. It was almost like another set of orgasmic fireworks was set off every time he penetrated her so fully all over again~ "O-oh my gosh," She repeated again, rather weakly, her eyes wide, pupils quite dilated~ "I-It's amaaaazing~! I-I'm gonna get a-addicted to this dick~!" she squealed, a dreamy smile plastered on her face. All she wanted was his dick. She was panting heavily, tongue lolling out as he used her tiny body to feel good.

Her lewd words drove him to finish inside her. He hilted inside her ass, and let out a lewd cry as his nuts tightened under his shaft and he shot his thick, hot load! He released the semen she loved so much. He kept on grinding on her all the way through his ejaculation, the fleshy head of his cock flattening against her inner walls, stimulating them like crazy

Twilight was completely overstimulated by all the things happening to her poor rear. She could feel his thick, sticky semen filling her and splattering her besides, while her eyes rolled back and an expression of utter pleasure overwrote her pretty face - a very slutty ahegao. Her entire body was spasming, her hips twitching, while she seemed largely incapable at present of making much more noise than a whimper or whine every now and then after the initial mind shattering orgasm and the squeal of pleasure that accompanied it. A few minutes later, she'd finally recovered enough to pant softly, gasping and whimpering as tears of happiness ran down her cheeks. Her desires quenched for now, she simply flopped forwards, a vacant, sleepy smile on her face .

He was still hard, he was ready to keep going... But the conference call! He lifted the bedsheets and tucked Twilight in under them, before pulling his sweat-soaked shirt back on and conducting the rest of the meeting without any pants on. These ponies were going to drive him crazy~

Chapter 3

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Roused from dreams of delightful dancing ponies, William slowly came to wakefulness. He glanced sideways at his alarm clock and saw it was already 10:32, well past the time Rainbow Dash had been supposed to wake him up! He'd heard just about all her excuses by now, but somehow the way she shamelessly tried them out on him in her delightfully squeaky voice never seemed to get old.

Realizing he had nothing on today but playing with the candy-coloured equines who'd entered his life over a month ago brought William a great sense of personal relief and satisfaction. William could have lazed back in his large, comfortable bed, one of a size that was appropriate for a man expected to fuck many, many ponies, and listened to the birds singing outside all day.

Up until his bladder got the best of him, anyway. Several minutes later William was emerging from the bathroom with a sigh, tugging his long pajama pants back up around his hips.

Now, after a whole month of living with Twilight Sparkle and Rainbow Dash, one would think he had seen all their tricks! He'd felt, tasted, smelt, groped and teased every inch of their inciteful bodies and yet they still had plenty more surprises in store. The trip back to William's bedroom took him past a long series of floor-to-ceiling glass window panes that overlooked the large pool area at the rear of his house, where Twilight Sparkle was currently laying out under an umbrella, reading a book.

He intended to simply pass her on the way to his room, get fully dressed and come right back out to check on her. No point in schmoozing all over one of his favourite ponies in his pajamas, after all! Maybe he'd even dig up some swim trunks and invite Rainbow to come and do laps. Yeah... Innocent, happy stuff. He could probably go a couple of hours without mounting up on those poor ponies. Their plump, well-cushioned buttholes could use a nice, thick... Rest.

It was just too bad for him that even an enlightened human in this day and age still didn't get to decide whether or not he was completely mesmerized by those lithe, limber little bodies! Silly human boys like him needed to realize their cocks and sperm were just prey, hunted to near-extinction by their natural predators: voracious pony buttholes! He'd be happier knowing he'd been born to get stiff when ponies commanded it, and not a moment later.

So while at first he passed by at a brisk pace, it wasn't long before his legs began to feel like they could barely continue on. He wanted to stop and stare, and he soon found himself slowing to a nonchalant stroll, stealing darting glances out of the corner of his eye at purple-fleshed perfection. As he reached last pane, William simply stopped and stared, planting his nose against the glass and not lifting it. A lump formed in his throat as he perved on Twilight Sparkle's body like a neighbourhood stalker. If she caught him, he'd never hear the end of it!

Twilight's deeply oversexed form was sprawled out on a towel skirting the edge of William's pool. The Alicorn looked as composed and dignified as he could ever remember, and yet...

Her top half, mostly obscured from where he was standing, was much the same as he remembered it. She was the same "stepped out of a cartoon" pony as ever, with her messy, piled-up mane of pink and purple, huge floppy equine ears and slightly pointed features. Best of all, however, would always be those extremely large eyes that positively glowed with soulfulness and empathy; the reason he'd fallen so deeply in love with her.

One front hoof was planted on her towel, while the other was delicately turning the pages of the book she was deeply immersed in. Sometimes, when her hooves were preoccupied, the bio-droid’s TK field would activate, her horn lighting up and the pages turning on their own.

As he watched, Twilight raised a hoof to slightly shift a pair of thick-rimmed reading glasses perched on her snout. Her mouth was wide open, cheeks bulging a little from a popsicle wedged tight inside.

Poor William! It should be him in there. As he watched her mouth pursing around the pole, sucking the flavour out until the ice turned white, he became fixated on how wet and ice-cold the inside of her mouth must be right now. He chewed his lip, growing more jealous of the flavoured treat by the second.

His eyes were naturally drawn to Twilight's Cutie Mark, the six-pointed star he'd doodled on his notepads and textbooks all through college. Even now it still held an air of mystery and wonder about it, a representation of the bonds formed between friends. It was the purest part of that lewd pony body.

As he stared at it, something struck William as odd. Had the star grown a little bigger? His breathing began to mist the glass as he tried to get a better look.

It wasn't easily perceptible at first, but Twilight's hindquarters had ever so slightly expanded. When she had first arrived in his home, he'd been delighted with her already fat, round ass, but the tushy providing cushion for the pony now was something else entirely!

Now he was sure something had changed about her. Her booty had grown around the edges, now peeking up a tiny bit above the curve of her spine, slightly higher than her shoulders. Each cheek was rounder and more flush, with more weight and heft and just "there-ness" to it, protruding up at all times like an open invitation. Her legs were longer as well, her hindlegs in particular thicker around the thighs, as if to support that obscene pair of fleshy buttocks.

There was a little thud from below as William realized he'd been joined by a fierce little soldier standing up between his thighs. Yes... A little war-tent was being pitched down there with enough force to slap the large glass door. It wobbled gently for a moment before settling down.

William realized he hadn't breathed in the last few moments and reminded himself to do so. Then Twilight shifted her position on the towel and he promptly forgot again.

Despite its new size, her butt was still firm and lifted enough that at the right angle you could see right between her thighs to the twin temptation-spots winking invitingly. She was more relaxed and easygoing about it here than she would be in a public environment. After all, she was well aware that the exposure was an open invitation for males to mount her and pump her full of virile seed, but also content that the only "stallion" who would do so was one she would welcome the sensation from. This sight was for William's eyes only.

Her pussy looked much the same as normal, perhaps a tad smaller, but her pony butthole was another story altogether. The once cute and small hole seemed to have grown considerably over the last 24 hours or so, the flesh encircling it thickening up considerably. She now sported an inviting donut-shaped pucker, that seemed to move like a pair of lips even in repose. Twilight's newly-developed puffy butthole looked fuller, plusher and like it would be much more soft around a cock.

William finally leaned back from the glass and tried to shrug off the raging hard-on that had formed in his pants long enough to move to the computer terminal beside the glass door. "Umm... Computer?"

The wall-mounted screen lit up, hummed, and then began to protect a holographic shape onto the floor beside him. After a few moments, it solidified into a shimmering 3D replica of the ruler of Equestria, Princess Celestia. Just a little Artificial Intelligence system he'd had installed sometime back.

She trotted up to his side, lowering her head slightly to allow his hand to "push" through her vibrant bubblegum mane. The hologram responded as if they'd touched directly, hair bunching up around his fingers before dispersing down her back again.

"Please, call me Celestia. What is it, William?"

"It's about the, uh..." He swallowed. "It's about one of the bio-droids I purchased."

She chuckled, hooding her eyelids seductively. "My faithful student, Twilight Sparkle. Yes, I know all about how well that's worked out for you. I do hope you're not interfering with her studies."

"More like she's interfering with mine," he huffed, glancing back out at that impossibly-perfect figure outside. "She's changed. A lot."

His face flushed. " What happened?"

Celestia glanced out the window, then turned back to William. "Almost all bio-droids undergo a few cosmetic changes here and there during their first month with their owner. Didn't you know?"

She clopped a hoof on the ground and a display popped up behind her, a seemingly endless array of diagrams and numbers as she continued to lecture. "Simply put, the organizations in charge of creating bio-droids observed a higher satisfaction rate, and lower return rate, if the bio-droids carefully compiled data about interactions and incidents involving their hosts, then used that data to select alterations to their bodies more likely to please their owners."

"Millions of points of data can be observed every day in how the bio-droid is spoken to, their living environment and the liberties provided them, as well as their owner's thoughts, feelings and emotions towards them..."

"But I never asked for..."

"And how they're touched!" she finished with a cheery grin, clopping her hoof again. The flickering hues cast across her flank died as the displays vanished.

"And you have been touching Twilight quite often! In fact, in terms of hours spent in physical body contact with the bio-droid per day, you definitely fail to fall within what I'd call a "normal user's" intake levels." She laughed coldly under her breath, eyes narrowing as he squirmed on the spot.

"You've been quite a naughty boy, haven't you, Mr. Keller? You went ahead and turned Twilight into that sort of girl!"

"I have to turn her back right away, then. There's no way she can be comfortable with a body like that, is there?" His eyes flashed back to Twilight, eyes roving up and down that supremely-sexual body that seemed specially catered for hard fucking. He'd be kinda sad to see it go...

Celestia grinned again, nuzzling his neck. "Are you suuuure? People say that once a bio-droid has custom-adapted its sex organs for a specific owner, there's no going back for either of them. It's like a lock and key system: she won't fit anyone else."

Celestia cackled at his obvious discomfort, not giving him a second to recover. "The experience of a bio-droid's custom-tailored flesh has been described as one of the best physical sensations available to a human being. Why not go try her out first, mm? You proooobably won't get addicted too bad!"

"Princess, please! How do I turn Twilight back?"

She leaned into his side. "Haven't you heard a word I said, William? Twilight has been quietly collecting your data all this time, but this change wasn't forced on her. Hmhm, not by any means, no."

"She's been having late nights every night this week sorting and compiling the data you provided for her to arrive at these very, very carefully chosen changes for you. I don't envy the boy who has to tell her he's going to flush all her hard work down the drain, hohoho~"

William glanced out the window. Princess Celestia explained bit by bit that Twilight had made the change from studious, innocent nerd to slutty pony librarian just on the off-chance she might be able to tease that little bit more spunk out of his nuts. It had his erection so stiff it felt like it could break right through that glass!

Each little whisper from the Sun Goddess's mouth seemed to worm its way into the root of his cock, pumping a little more blood in with each passing second. William’s stiffy was becoming painful, and he finally couldn't take another moment of it.

"Thank you, Celestia. Computer off."

"Have fun!" she giggled, as her hologram faded to nothingness. He opened the door and stepped out onto the patio, crossing the tiled area to where Twilight was laying.

Twilight turned the pages of her book and took a few contemplative suckles at the sugared treat in her mouth. It was one thing to truly devote her mind to studying the history of bio-droids and learn about the origins of her own species, but the advanced mathematics and computational formulas that went into the gene-splicing and creating the artificial womb was making her head spin! There was so much to understand. Her lips sealed tightly around the end of the popsicle as her throat worked hard enough to turn the blue ice fully white!

How had a species that had taken billions of years to evolve to its current state managed to go from conceptualizing her species, to making it a reality, in just a few hundred? It bordered on magic...

Twilight's thought were suddenly interrupted as a large human hand settled on the thick globe of her right buttcheek, the flesh yielding very nicely to the contact. As the familiar shadow of William's body began to cast over her, the purple pony unconsciously spread her thighs apart. "Mmmn..." Scientific thoughts no longer occupied her mind!

William groaned in her ear, a needy, urgent sound, and the pony began to get wet. Her skin grew flush and her pussy slippery as she realized he was about to take care of her needs. The pair's groaning intermingled as he settled down on top of her.

"What're you reading?" he huffed in her ear. His fingers closed around his stiffened cock, bringing it closer to her thick butthole.

Twilight's little tongue hopped out of her mouth to play almost immediately. She raised a hoof to catch her icy-pole as it slipped out of her mouth. "Mmn. Ah."

Aware of his eyes on her, she pushed it back into her mouth, all sultry licks and wet lip-smacks. She heard him groan again, and knowing how captive he was to her charms helped her calm down a little bit! It wasn't good to act like a pig in front of her owner, now was it? "Just... Just some things about bio-droids. It's all very fascinating."

Her eyes darted to his cock. It looked as amazing as ever, the fattest, thickest penis she or Rainbow Dash had ever seen, with a steel-hard shaft. She knew it by touch now, having wrapped almost every hole on her body around him! Most exciting of all, however, was that huge, full nutsack hanging under the shaft, the ability of those swinging seedpods to inflame her lust perhaps the greatest mystery to the brainiac of all. Just one stray thought of the sheer volume of sticky hot semen he was storing in there was often enough to put her in heat! " You're looking extra-large down there today, sir."

He slapped one of the cutie's meaty buttcheeks, making it jiggle. "Ahh.. Yeah, I am," he said, seemingly lost for words, looking down at her ass hungrily.

"Did something catch your eye?" she giggled, knowing full well the effect her new body was having on him. Her heart soared when she saw him completely unable to cope with the new sex-bomb Twilight. By the end of the day, she intended to have his semen flowing like a river!

William got down behind Twilight, bringing his face all the way up to her butthole, inspecting it more closely. Twilight's meaty pussy lips sat snugly between her extra-thick thighs, forming the lower-case "I" that her fleshy butthole dotted. He reminded himself that this volcano-rim she was now sporting was partially his fault as well, his constant need to rail the adorable pony from behind having developed her innocent butthole until it had grown up into the meaty cock-trap he was looking at now. No wonder she'd kept her tail down during all those episodes of the cartoon: she'd have incited the lust of every colt in Ponyville with a perverted rear-entrance like this!

He hooked a fingertip in her donut, gently tugging it open a little further. The muscles inside looked more inviting than ever, the fleshy walls just waiting to contract tightly around whatever he fed inside of her. The outer ring of flesh was the same purple as the rest of her body, but soon gradated to a rosy, flushed pink around the rim. Inside it was an exciting flesh colour that was slightly darker than the rest of her. And then warm, inviting black all the way down. He knew from experience that those svelte inner depths juuust out of sight were better off experienced by touch than any other sense, anyway!

Twilight had been making a show of continuing to turn the pages of her book as he inspected her butthole, but now she had buried her blushing face in her book. Her ass wiggled from side to side as even the slightest amount of stimulation and stretching seemed like enough to bring her to the cusp of orgasm. Not only her physical appearance had changed: Twilight's tingly asshole seemed to be a whole two or three times more sensitive now, putting the otherwise-dignified pony on a hair-trigger.

She turned her head sideways, resting her icy-pole along the length of her book. Bubblegum-flavoured water was dripping onto the pages, but she didn't even notice! Twilight Sparkle was in big-booty Heaven! William could just barely see her love-struck expression over her small shoulder, her right eye as wide as could be, pupil rolling back in her skull. She was stifling her cries, but tiny squeaks and gasps were still making it out of her mouth. What sort of look did she have on her face right now, he wondered?

The rosy smell was inviting, and William leaned a little closer, opening his mouth. He gripped the ring of her donut between his teeth softly, giving it little nibbles. Twilight was trembling as she tried to continue reading her book. "Nnm... Nnm... What are you doing back there? You pervert, come on..." The pages rustled loudly as she gripped it with both hooves.

After giving her rear one more teasing lick, William moved back into a position over Twilight, planting a hand on either side of her small body. He lined his cock up with her butthole and forced the tip inside. She grunted faintly as she bore the brunt of the human's weight on her small back.

William brought his hand down on her plump ass with a loud smack and the pony howled, her lewd holes twitching a little more. His tummy was rising and falling rapidly as he sucked in air desperately. It made him look even more needy and pony-starved than he already was! A few inches from her thighs, that rampant, immense shaft was throbbing painfully, the tip quivering back and forth and releasing semen.

"I can't wait any longer... I'm gonna try out this super-lewd body!"

He nestled the hard tip of his penis against her puffed-up butthole, flattening it against her body, then forcing it apart! A little hiss escaped his throat as he began to nestle his stiffy inside his pony girlfriend's hot hole. "It's even better... I didn't think it could feel better, but it does!"

Inch by inch, her naughty pucker accepted his cock inside. Spanking the pony's fat, jiggly ass made it tremble around his pole, tightening up in a way that made him want to do it again and again. Her body had become so lewd now, he couldn't help himself! His hand cracked her butt again and again! Twilight arched her back and raised her plump ass higher, marshmallow hooves pressed into the towel. "Ohhh... M-More! "

Now that William was inside, his tension was already fading and he was already starting to feel nice and comfy, more relaxed. The way her body was pulsing gently around him, sultry invitations to stick his cock a little deeper, was almost too much! He'd pop a piping-hot load inside her steamy insides in seconds if he wasn't careful! He began rhythmically sliding that hot prick in and out of her stiffy-teasing rear-entrance.

William's breath came out in hot pants as he growled at the pony under him: "This new body is too much... I can't believe you'd change to look like this, haaahn... It's got me so backed up, I need to cum!"

Something about the heated tone of his voice really got to Twilight. It made her feel good. Powerful! Her lips curled into a grin and she moved back at him. To think that she could make a man so pathetically grateful just by letting him nestle between her thighs like this, it absolutely invited more research. Lots more study sessions. The next time she spoke, her usual studious, controlled voice was tinged with a tone of lecherousness. "Couldn't you have just jacked off, then? Did you h-have to force yourself on a cute pony while she was just trying to read her books?"

"N-No... It has to be Twilight's nice, warm butt, I don't want to cum with my hand!" He pressed his body firmly against hers, and she realized he was savouring the sensation of her body. She smiled and leaned back into him, easing all the way into the curve of her mate's body.

As his body began to drip with sweat, William held her tighter, wrapping his arms all the way around. "Fuck fuck fuck... I need to fuck Twilight..."

Twilight turned her head enough to plant a kiss on William's cheek. "Shh, it's okay. I'm here for you. Just let me take care of everything."

Twilight started to pant, her curvy yet athletic body reacting with pleasure and tightness to his.

William loved her little body. He needily inched himself into her hot butthole, that shaft all gobbled up by her lower curves while he pressed his face into her neck and mane. His cock throbbed inside of her, balls slapping her ass with each thrust.

Twilight whined as they fucked in tight, rolling passion; their bodies mostly pressed tight against one-another, only their hips briefly parting only to slap and grind together. Her tummy was bulging slightly from the shape of his cock, precum steadily flowing into her. Their lips met and they whispered their love to each other, huffing each other's names out inbetween sexual moans.

As he got closer to orgasm, William's fingers clawed at her most insistently, leaving red marks in that perfect flesh. "Hnn! Cumminggg!" He was moments away from bathing her insides in his thick, naughty seed. A human and a pony locked together like this, such scandal!

Up until now, Twilight had been biting her lip, but as she felt William's cock thickening up inside of her, she knew she couldn't last another moment. She threw her head back, moaned, then collapsed under him, almost entirely spent. She'd cum before her lover once again, hair-triggering even faster this time, and she had no-one to blame but herself. The sensations of this new body were almost too much for her to bear! She turned her head sideways, looking up at him from the ground, and squirmed a little bit. "Hnn! ♥ Hah... J-Just cum inside me!" she cried.
He was going to do just that. He pressed into her tight pony butthole, balls hunching up against his shaft. He buried his face in Twilight's neck and worked his hips with all his strength.

Soon, she felt it: white hot volleys of delicious semen soaking her insides. He didn't pull out until every last drop was all the way inside of her, using her as a semen tank and bloating her slender body with his naughty load. There was a loud, naughty glugging sound as he angled the tip of his cock against her deep inside and released a huge volume of semen into her.

Twilight Sparkle gurgled happily, suddenly pumped full of seed from her favorite cock in the world. She whined and groaned and shuddered until his cock relaxed again, leaving her belly big and inflated and sloshing! Slosh, slosh!

"Hah... Nnnh... You made me... So big."


Sometime later, William and Twilight were curled up on the towel together, cradled in each other's arms and hooves. With her experiment a success, she'd reverted her body to its regular form, the cute and small compact pony he'd always loved. He began to slowly realize it was almost lunchtime and he hadn't seen Rainbow Dash at all today.

"Hey," he mumbled thoughtfully, trailing a finger down Twilight's belly.


"If you changed your body like that because of the data and stuff you, um, observed from me, does that mean that Rainbow Dash did the same?"

Twilight tapped her chin with a hoof. "Well, she should have! We'll just have to wait and see, won't we?"

The two raised their heads suddenly as they heard the sound of the glass sliding door leading to the house being opened and then roughly closed with a slam. "So this is where you two are! I've been looking all over for you! Hey William, you're gonna be knocked FLAT when you see the changes I made for you!"

William and Twilight sat up, the male slowly dragging his dripping cock from Twilight's insides. He took one look at Rainbow Dash and tilted his head to the side slightly.

"You look... the same?"

Rainbow trotted down onto the tiled area to stand in front of them. Sure enough, the pony didn't seem to have changed her appearance one bit since yesterday, she was still the small-butted, stubby-hoofed speedster he knew and loved.

"Aht, aht, aht, William, come on now. I thought you knew better than to judge a book by its cover! I exhaustively complied all the data about my interdictions and accidents involving my host and made one very, very big migration to my body to please him!"

He glanced towards Twilight, then back to Rainbow Dash. "Which is?"

"You are not gonna believe this," she said, grinning ear to ear. Rainbow planted her front hooves on the grass, leaned forwards, and rolled in place, until she was supporting herself on her hooves and stifles, looking at him from between them. Her hindlegs were in the air, sticking straight up!

"Handstand!" She blew her hair out of her eyes and broke out the classic Rainbow Dash smirk.

William raised his eyebrows, moments before he began clapping exuberantly. "W-Wow! That's awesome, Rainbow!"

"I know, right? How can one pony be so totally aw - W-Wait... Uuahhh!" Rainbow lost her balance suddenly and fell forwards, crashing down onto the grass. She laid on her back, staring at the sky.

Rainbow smacked her lips as Twilight knelt down by her side. She needed to make sure her friend was alright! "Yeeeep, that one's gonna need a bit of work."

Chapter 4

View Online

Oh, to be the boyfriend of a pony as teasing and naughty as Rainbow Dash! Some might argue it was a curse, but that only lasted up until the blue-toned pony cutie had used your face as her personal seat a few times, or ruthlessly robbed your overstuffed spunk-pods of their seed. There was only so much tormenting and cock-milking a boy could take before he was hopelessly inebriated with lust for the plump puffy ponut nestled between her buttcheeks, and it looked like William had passed it!

Today, he happened to stumble upon one of his favourite ponies curled up in front of the holo viewer, watching the Galactic Races. One of the oldest sports still observed, racing had long since moved to outer space, where the make of your spaceship and your warp drive was a deciding factor, along with disciplines in Astrophysics, handling a craft in a Zero-G environment and knowing where the missile and turbo power-ups were hidden. A lifetime of living in Equestria could never have prepared her for a moment like this, and she was now fully transfixed on the screen before her as the racers weaved and bobbed through a tricky asteroid belt that threatened to break their craft to fragments.

A large bag of potato chips was on the ground beside her, along with a half-empty bottle of apple cider.

Rainbow was stretched out along the carpet, elbows pushed into the plush fabric and her head balanced on her hooves. Lacking the top-heavy assets of human females there wasn't an ounce of chest-fat propping her front up, but past the chub of her waist her body made up for lost time with those hips! Inch by inch her flesh crept out, the pear-shape beginning with a vengeance with the near-spherical bulge of her meaty ass, just about stinking to high heaven with her natural Pegasus pheromones. Her exposed pussy was as scented as ever, hot fumes clouding the air around her, and the little donut pucker perched on top added its own sights and flavours to the speedster’s charms. she was doing it all without even realizing, focused solely on her show.

It was a sight that was almost too good for words, and one that was sure to make any boy's pants feel a little tighter. The little rainbow-patterned socks on her legs just made it all the more dreamlike and perfect. The pair of ungulates getting around in specially-designed clothing had a sensuality about it he’d struggle to put into words. Panties, stockings, fun socks... It was all maddeningly arousing!

That selfish little pony had William addicted to her. All day he thought about her warm and stuffy butthole, along with Twilight’s body, it was all he wanted anymore!

"Dashyyy? Are you busy?" It was an open question whether she’d take a break from her show to take care of her horny boyfriend. "... Hellooo, pony cutie?" Being ignored in favor of that bratty girl's television while she lazed around uselessly, what a life!

On the screen in front of her, one of the racers almost got wiped out by a passing asteroid. She threw up her hooves and whooped. She paused, as if deciding she’d kept him waiting long enough.

Rainbow turned her head slightly towards him. It wasn’t to acknowledge she'd heard him, even if she obviously had, but just to give him a teasing glance of her. Her tail began to beat the ground, swishing from side to side. Oh yes, she was in a very playful mood today!

She flashed her bright eyes, hooded mischievously. She gave him a glimpse of the wet mouth just below her snout. That succulent mouth was curled ever so slightly upwards in just a hint of a smile, enough to let him know he was going to get bullied as punishment for disturbing her!

Her mouth was glistening moistly, droplets of saliva beading on that highly-specialized flesh. A full-bodied red tongue slipped out. She pinned it to her upper lip, dimpling the spot where he normally thrust his cock, and swept their length.

Rainbow beckoned him closer with a slight wave of the hoof, her eyes glued to the holo-viewer.

That mouth lured him closer. Even when she let out another whoop and shoveled her hoof into the bag of potato chips, he inched closer. Even when she crammed them in-between her greedy chops and chewed noisily, that wasn’t enough to break his concentration!

The sudden change from tempting little cock-hole into a receptacle for the garbage she was eating might have made another man wonder if he'd just imagined her sexiness, but he couldn’t be fooled. He’d seen how her mouth looked wrapped around him. She could amp her features up at a moment’s notice, transforming from boorish jock to gloating seductress.

He wiped a bit of sweat from his brow as he came close to the demanding pony gal. Her off-putting, unfeminine behavior only served to make it clear she wasn't doing anything for his sake! He got down on his knees right near her, his jeans still buttoned up, a nervous expression on his face. He was imagining what kind of rough treatment he'd be getting. "Uuu... Rainbow Dash, I really didn't mean to bother you or anything..."

She raised that same hoof from before to her snout in an obvious shushing motion. It half-disappeared into the plump softness.

Once William had finished speaking, RBD reached out with her usual lightning speed! She could be pretty quick when cock was involved. The pony who looked like she’d hopped right out of a cartoon hooked a hoof in his jeans, tugging 'em down in one smooth motion. She placed her snout directly against the meat of his cock and took a deep, heady inhale. Her eyes rolled back in her skull as she snorted his male fumes. "Uuuuhhhuuuuuu... Uhuuhuhu..."

Still without speaking, she made a tight seal around the head of his fleshy pole with her warm, wet mouth and began to drool freely onto him. She slathered his cock with copious amounts of her sticky, stinging saliva. It felt so good and tight!

That naughty pony had William panting and tensing up, working his cock with her mouth like it was nothing. She wasn’t even looking his way, making her boyfriend reel and squirm without the slightest effort. "...Haah, haa... nnn...!"

He tried to stay still but his hips couldn't help but press forward, making the tip of his cock poke against the roof of Rainbow Dash's throat.

She chuckled under her breath. Her eyes were still fixated on the holo viewer as she worked his pole like it were a particularly stubborn lollipop that she just couldn't suck the flavour out of! He was like a cock-accessory she'd playfully affixed to the inside of her mouth for fun.

A hoof found purchase on his butt, sinking into his flesh and tugging him a little closer so more and more of his penis could run its journey towards the pervert’s tummy. He felt a spit bubble pop inside of her mouth suddenly, leaving the right side of his cock dripping sticky fluids. Rainbow Dash popped him free of her mouth with a smack, picked up her cider and took a big swig. Then she packed him back in.

Not wanting to bob her head too much, Rainbow Dash settled into a slow series of puckering and relieving her mouth. Sometimes she pressured his ass with her hooves to make him thrust into her mouth. Her eyes were full of mirth, the naughty little gal obviously pretty smug about making him wait around while she enjoyed her fleshy cock-treat!

His pleasure plateaued multiple times, only to come back down again right after as she took things at her own pace. Rainbow didn’t have a care in the world for her play-thing's growing frustrating. "Ahh, ahhh... Dashyyy, c'monnn..." His hips ground on her more and more, trying to feel her rough tongue against the underside of his pleasure-hungry shaft.

She burbled a little more in response to his protests. The head of his cock was exposed to the cool air again as she sampled his balls. First she buried her nose in them and then sucked them into her mouth to make her cheeks bulge. "Mmmmomph..."

She started hoisting his butt with more regularity, encouraging him to fuck her mouth while tightening up her throat. The feisty little miniature slut hollowed her cheeks all the way until he could feel the suction on every inch of his stiffy. She was getting antsy without a good coat of cock-goop for her wanton throat, and the way she saw it, it was about time those bloated nuts served some up! The filthy sucking and schlurping noises emerging from her mouth grew louder and more like an animal's as she worked him with her mouth.

For the first time since he'd entered the room, she actually seemed to acknowledge there was a man attached to the stiffy she was playing with! "Hey... What's taking so long? I want you to shove your dick all the way inside and let out your stinking jizz..."

She hooked the corner of a hoof in the corner of her mouth and yanked her mouth all the way open. "Ith thath tho hard?"

She was just too much! William let out a little gasp of surrender and began pumping his thick semen into her mouth. At first it went right down her throat not so much as stopping by way of her mouth, but then Rainbow gripped his shaft and invited him to shoot all over her tongue. She looked up at him, resting her head on her other hoof, and batted her eyelashes as she feasted on his semen like it was the tastiest thing in the world. Maybe to her it was!

William did a few more shots into her mouth, then collapsed back against one of the room’s many armchairs, dazed and all the more brainwashed into total pony-addiction. How had he lived without these wild candy-ponies in his life until now?

Rainbow was in the middle of washing his load down with another bracing mouthful of cider when the race’s halftime show came on. 80’s techno pop began thumping around the small living room. She smiled coyly and slowly began climbing to a standing position.

Rainbow giggled. She’d barely even swallowed his spunk and now she was swaying her thick flanks to the beat! Like any good pony, she was an overdeveloped sex bomb with a figure far beyond her years, with mega-thick hips and an ass that bulged into visibility, even when she was facing him.

"Sit down and I'll show you something really cool, heehee~"

William followed along without once moving his greedy, greedy stare from her body.

As the first song swelled, Rainbow Dash turned away and looked back at him over her shoulder. She hopped up onto her hindlegs, long blue wings stretching out to recentre her gravity. Supremely cocky.

The beat hit her like a wave, and she seemed to melt under its force. She hugged herself and moaned.

She started shaking her booty in time with the beat, grinding it against his face, swaying her rump from side to side. She lip-synced the words, impishly grinning the whole time like she knew she was doing something naughty. She was working up quite a sweat from all the exertion.

William’s hands hungrily lashed out and spank her butt whenever she waggled it too close. He sank his fingertips into the overflowing bootycheeks displayed to him by the "innocent" pony and William rudely shoved his face against her ass as she shook-shook-shook it.

She looked smitten as she clasped her hooves together under her chin. "Oh William~ Where have you been all my life, big boy?"

Rainbow put a knee in his lap and gave him a peck on the cheek that left a bright-red mark. She knelt down in front of him, reaching for that stiffening cock again. Her eyes widened and her face became that little bit more "bitch"-like as she massaged his shaft. "It’s already so hard again, heh. Of course it is, I’m awesome!"

She slapped it on her cheek a few times, like she was testing the size and weight, then popped her mouth around the tip.

He placed a large hand on the back of her head and forced her to go down further. And further. His shaft was impressive for even the most experienced pony. William stared directly into her eyes as he urged her to take more for a single, breathless moment. Her li'l pony throat wasn't made to hold a human dick like that. Certainly not.

His demanding fingers threaded through her mane. He suddenly helped her up off the tool, all the way out to the tip. It slapped onto her face, dwarfing her pretty pony features. “Hey, you already sucked it once, Rainbow... You really want to go again?”

Her tongue fished out of her mouth, dangling down, stretching towards that holy meat. She squirmed in his grip, but his handle on her mane was sliiightly too strong for the eye-rolling cock-slave to get back to his pole.

"Hah! Hah! I really want it! I want to suck dick! I want it to pound my mouth!" She huffed his rod’s scent, nose twitching like crazy.

She arched her neck all the way back, inching her tongue forward bit by bit. It hurt her to stretch her tongue so far, but... Just a little more! “Dick! Dick! Hahn!"

His cock moved forwards at a slow, taunting pace until the very head was resting at her open, needy pony mouth. She sighed in relief as the tip found its place in her mouth once again. She bobbed her head on his stiff pole, eyes rolling back and savouring his incredible flavour. His cock was strong in both flavour and smell and size. It was a manly dick. She looked up at him with panicked eyes.

She drilled his dick into her throat, taking him to the base. She slathered his manly rod with saliva while her hooves flailed on either side. "Mmph! Mmrprhph!"

He used her mane like handles and started to move his hips against her, using the spot where all her bragging came from as a place to hilt his dick. The shaft of his meat drew out over and over, only to push straight back down her throat with a slap of his balls against her chin.

He tugged her off his his cock once more, letting go of her mane this time. She could breathe for a moment.

“Are you suuure?”

Was he getting her back for earlier? She eyeballed that dick. Every attempt to meet his eyes was immediately followed by her peepers fluttering back down to that throbbing, tasty erection. Her eyes were dilated, her mouth was watering. She wanted to drink his semen so bad.

She nuzzled his cock, pressing her cheek against it. She closed her hoof around him and energetically jacked him off, looking up at him around the girth of that strong member. It cast a long shadow over her face.

"Uhuuuhhhh... I want it."

She wrapped her mouth around his cock's helmet and began bobbing up and down, faster and faster. She swabbed his pole with her tongue, first lashing on the underside, then going around and around his cock in circles. His large balls rumbled with the sloshing of thick semen. William made no attempt to hold back the overwhelming desire this time! He eagerly bucked his hips in motion with her bountiful pony-service. Hands free this time. "O-Okay! Here it comes, Dash!"

Finally, she got the semen she craved. Cum splattered directly into her waiting mouth.

William had shot his load twice now. His nuts were aching from pumping out all that semen.

“Oh, Rainbow, look,” he said, pointing to the viewscreen behind her. “Your show’s back on.”

She wasn’t letting him go. Rainbow Dash's mouth formed a vacuum-tight seal around the head and shaft of what was currently her favourite object in the room. Her little nose was twitching, nostrils flared both to desperately suck in air and take in as much of his manly scent as possible. Her blue cheeks burned bright red with a super-lewd flush, the kind of arousal she could only get from him.

“Rainbow? Are you listening? The half-time show is over, so...”

Loud slurps and pops and splats oozed from his meaty cock and her mouth at the same time. She'd make an occasional cute "Mph," sound whenever his boiling-hot rod pounded her insides.


Her hoof lifted off the carpet and stomped firmly on the remote control, dimming the light and dooming the Space Race’s outcome to mystery. She looked up at him with doting, adoring eyes.

Rainbow Dash’s cheeks were so hollowed it looked unreal, no cost to her dignity too great to get off this ordained stiffy. If she wanted to look like a hentai piglet, face all pinched up like some anteater, it was her business! Sometimes, when her long rainbow mane spilled down around her face, he might wonder if he'd imagined just how braindead and slack-jawed she looked as she crudely sucked his cock.

But then a toss of her head revealed her shameful cock-huffing face, big pink hearts throbbing away in her eyes, and he'd fall in love with her all over again! She was completely drunk on his dick now.

Up until now her tongue had been pinned under that dripping dick filling up her mouth. She put up an earnest struggle, taking it and swirling it around the head of his shaft. She paused and opened her pretty mouth, showing off the criss-crossing strands of spunk to the man above her.

She pushed his hard cock out of her mouth and flicked her tongue up and down his fat little cum-slit. “Keep your mouth shut for a little bit longer! I’m not done stretching my jaw!"

She paused to self-consciously rub her jaw, wincing a little bit. “Or pounding my throat!” It was bad enough having to guzzle cum from a hypnotizing mega-dick, but did he need to put up such a struggle?

She closed her hoof around that lavish cock. It was sticky to the touch, his sweat and her saliva mixing into a smelly goop. Nope, this is all mine, she thought as she did a few quick suck-pops.

She grinned up at William and leaned in, letting that veiny, dripping cock blot out her vision while she buried her nose deep in his pubic hair.

Rainbow swallowed a plump nut into her mouth. Noisy slobbering, sordid suckling and voracious moans of delight were occasionally broken up by "Mhm!"s and "Yeah!"s while her boytoy squirmed under her.

The blue-hued Pegasus wrapped her tongue around the large orb. She opened her mouth wide so her tongue could lay flat against the underside and lapped at it with slow, circling licks, lavishing his nut with all the attention and adoration she could give it!

She could feel him just about getting ready to nut a third time. She could just about cry with happiness! His spunk was her drug of choice nowadays. It was a font of pure satisfaction she'd sup from again and again and again.

As her higher brain functions began to shut down out of protest against such an overwhelming aroma, the naughty pony assumed a proper cum-receiving position. With her angelic face not burrowed deep into the hot and sweaty crevice between his thighs any longer, he could get his first proper look at the little pony in a while!

She looked so cute with her full-bodied rainbow-coloured mane! Not to mention her stripey rainbow socks on her hooves, which would be, 30 minutes from now, locked together behind his ass, coaxing him to go deeper inside her.

Rainbow Dash moved her face forwards, and pressed it right against that hard knob. She suckled and slurped on him reverently, cleaning up the excess mess he’d made. She got him nice and prepared to make an even bigger one!

Dashy began to push down further, only stopping when she managed to get the head just past her mouth. She wriggled her hungry tongue and started to lap and lick against him again. This time she left his foreskin in place, sneakily pushing underneath the flesh so he could have all the pleasure of giving him a tongue bath without moving that sleeve an inch.

Rainbow Dash knew that he was close - the poor boy was wheezing and gasping, trembling above her with his fingers clenched into the sheets. His fat rod was swollen and trembling. She closed her eyes and continued to lick. She nudged right underneath his glans, tickling against his bulge just as he began to dump that load inside her.

His dick spasmed and Rainbow Dash moaned in half-delight, half-relief. Thick cum barrelled out from his loins, and she began to drink it down as if it were fine wine. Her face went red. Her eyes rolled up in their sockets as the odor hit her like a truck. She opened her nostrils all the way, savouring every second of it. Every little pleasure-causing sensor in her head went off at once, pulsing in tandem with each virile gush.

The first wad was enough to make her cheeks bulge, even with her swallowing as fast as she could! The next shot being forced down her throat made her gag, plenty of back flow sputtering out past her mouth and pouring in large blobs onto her chest. Bubbling seed gurgled audibly as it dripped down over Rainbow Dash’s fair flesh.

The third shot was her favorite part. It forced such a dense wad down into her that it forced some back up and through her sinuses, burning her nose with the musk. She’d reek of him for days! She came on the spot, hormones overriding senses, her brain overwhelmed trying to cope with all that seed. She snorted most of the excess down and moaned loud enough that she was sure Twilight would hear. She pushed her nose up under his leaking nozzle and let it drip onto her snout.

"Fuuuuck yes! Now that’s what I’m fuckin’ talkin’ about!" She giggled and tried to steady her trembling body. “You did great!”

She went to go for the remote, then realized her chest and hooves were still coated from the spunking she’d just received. There was an almost-comically loud series of snorts and snuffles and slurp as she cleaned him up. She smacked and popped her mouth luridly, dripping all that frothing jizz directly onto the carpet.

She picked the remote up and started flipping through the channels, trying to find her show again. Her mouth looked like it was trying to crawl off the side of her face as she reached for that dick. Her tongue lashed the head while her expression remained fixed.

She took his penis in a ladylike grip, curling her hoof around the shaft. Rather than gripping him tightly, she just gave it gossamer touches of her hoof all the way down. "Mmm, why is this dumb ol’ thing still so stiff still? Can’t you, like, get enough of ponies yet or something?"

The corners of her pinched, bitchy little mouth turned up slightly. "Or maybe it’s ‘cause it’s me, right?"

She hopped up onto a nearby couch and stretched out, spreading her butthole with both hooves. The yawning mouth of her ass was receptive and waiting for him. "Well, since it’s like that, you better punish me for being so distracting, huh? Stupid!"

William slowly rose from the floor on trembling legs. He walked to the couch and collapsed on top of her. As it turned out, even in a weakened state from having ejaculated three times, he still had the energy to move his hips. Rainbow’s moans were soon echoing around the house, the naughty little pony getting her just desserts.

Chapter 5

View Online

The more Rainbow Dash thought about it, the more convinced she became that something hadn't been quite right about Twilight lately. Normally the unexplainably juicy™ duo were the closest of dear, sweet friends, but as of recent times Twi had been secreting herself to her room more often, oftentimes sighing loudly and, worst of all, being a moody little marefriend. And don't even get started on her locking herself up in the bathroom for hours at a time when Rainbow desperately needed to pee! It was just, like, absolutely the worst!

Under any other circumstances, William would've been around to take care of it, but their mutual lover had left on a business trip to Celestia-knew-where last week... So Rainbow Dash was just gonna have to slap on her sleuthing hat and get to the bottom of this. She'd have Twilight ship-shape in no time, and make sure when their hunky buddy returned, it was to a pair of grinning, high-spirited ponies.

First things first, Dash had to gather intel on the situation. She lowered herself onto her toned, tight belly, sank her hooves into the plush carpet and began stealthily creeping her way through the house's hallways. Twilight was in the living room right now, probably watching another one of her law shows or sitcoms, and it was the perfect opportunity for a sneak peek.

Red hair peeked over the top of the couch. It was followed by orange hair, then blonde hair, which was followed by a cloud-kicker most cerulean. Dash's eyes were narrowed to suspect slits, her jaw set and grinning like a madmare.

She zeroed in on the purple bookworm, all innocently laid out on the floor on top of a big, fluffy white pillow and kicking her hooves in the air. Totally unwitting about the surveillance lockdown she was now under. Nothing would escape Dash's eagle eye.

Twilight was fresh from the shower, meaning her mane was piled up on top of her bonce and wrapped up in a fluffy white towel. She was wearing an equally fluffy pink bathrobe with white trim that William had ordered custom-made for her. It looked cute.

Really cute.

Actually, Dashy had noticed Twilight had been getting into wearing human clothing more. She was adapting to her new environment, and not just out of an altruistic desire to fit in. Oh yes, Rainbow had seen all those pervy costumes laying around both Twilight and William's rooms.

A pony-sized business suit with ensemble pencil-skirt. Just perfect for taking some dictation... Or, gasp!, just dick! A pony-sized sailor fuku school uniform, for when it was "tutor time." Even a pony-sized French Maid uniform! It boggled the mind, and that wasn't even getting into things like those leather garments she’d found, or the riding crops Twilight wielded so deftly between her teeth.

What a bunch of pervs! Rainbow couldn't imagine why William had never asked her to do any of that sort of thing... Most of their play revolved around her bullying him with her butthole, or squishing his face under her blueberry-flavoured marshmallow behind, but, like, she could prooobably do that dumb dress-up stuff too!

Actually, wasn't it kinda weird that Twilight was still geeking out over human clothes, even though William had been out of the house all week? It wasn't like he was here to be impressed by her diligence.

The plot thickened!

With her hind legs out behind her and Twilight's hooves drawing lazy circles in the air, Little Miss Lavender's hindquarters were completely exposed.Her ribald bubble booty waggled as she was totally absorbed in her viewscreen show. She was watching something about a hunky crime-solving detective and his babelicious, perfectly-coiffed female assistant, who had a habit of hanging on just about every single thing the guy said. Rainbow flittered to a second vantage point to get a better look and almost gasped at what she saw.

Twilight was looking at the human man on the screen with a dreamy expression! Her love-struck eyes were throbbing and her mouth was slightly open. “Geez, Twilight,” thought Rainbow. “Get a grip!”

Twilight turned onto her side abruptly, shifting on the pillow. A moment later and the tiny equine was slowly and carefully moving her buttocks back and forth along a pillow, scuffing it under her backside. Rainbow Dash narrowed her eyes a little more and crept closer.

The view from behind was exactly what Rainbow knew it would be. Twilight had shifted her dressing gown aside slightly, opening up the pink lips of her peach. Her legs were laid out completely, knees tucked inwards tightly to squeeze the pillow. Her buttocks were clenched tightly. And her pussy was getting some serious action with Mr. Pillow! Twilight was grinding on the fluffy headrest like crazy, teasing herself silly. She started out panting, but soon stopped so she could grip the pillow tight between her teeth and hold it in place. Once that was done, she could hump with impunity.

The bookworm raised her chubby butt slightly, flashing an incriminating trail of clear liquid that connected pony to pillow. She changed her angle and really started going at it. One shake of her butt too many sealed the deal, and her towel slipped off her head, wet mane spilling down around her shoulders. The sight alone was enough to have RBD's lady-boner at half-mast almost instantly.

Dashy looked like a deer caught in headlights. What the hay! Twilight was getting off to some goofball Private Eye! He wasn't even, like, in the buff or anything, just standin' around solving crimes! Geez!

Rainbow was about to retreat, head full of new, unsettling thoughts, when she heard Twilight's voice, clear as day, "W-William... Nnnn!"


Rainbow stalked away, using the distraction to go and find one of the many computer terminals dotted about the house. “Computer! Hey, computer! Wake up!”

The pony straightened her back out and stood triumphantly with her legs apart as she summoned up Princess Celestia. Rainbow was ready to get to the bottom of this mystery. Once the familiar bright white glowing light solidified into her partner in crime, she could get on with the plotting and the scheming of a lifetime. She was just about rubbing her hooves together in glee.

The only problem with the whole thing was that said bright white glowing light wasn’t appearing at all! Let alone anything about it turning into an equally bright and glowing white Alicorn. In fact, very little of anything at all was happening.

Rainbow Dash moved closer to the monitor, placing her hooves on the underside and peeking over the top of them. “What the...”

In the magical fanfare’s place, there was instead a midnight blue snout positioned level with her own. With nostrils most fiercely flared, it was peeking out of the edge of the screen, as if emerging from within. The space where the twitching snout was neatly segmented by the screen was filled with a thick cloud of blackest smoke.

The equine schnozz shifted forwards suddenly, with enough suddenness to startle Dash into tumbling back onto her thick hindquarters. She watched as its owner began to force their way through the screen, head-first. A perfectly set blue mane, speckled with a million stars, forced its way through the tiny screen. As soon as the cramped locks were through, they immediately cascaded out to their full length, spilling halfway down the wall. A familiar large purple horn and green eyes filled with eternal wisdom rounded out the features of Princess Luna.

The Alicorn’s head was now, disconcertingly, jutting out of the wall. She wiggled her neck a little as she sought more breathing room, then sighed as she realized this was as good as it got. “Fie on thee! For what purpose hast thou disturbed the Royal storytimes?”

Rainbow Dash tried to peer around Luna’s visage to peek into the depths of the monitor’s display. She cocked her head and pointed with a hoof. “Is Celestia in there?”

“With the onset of the witching hour, our sister hast set her head to rest. In her absence, the Princess of the Night keeps silent vigil over this household!”

“But she’s an AI! And so are you; you don’t sleep.” fumed Rainbow.

“Fie on thee a second t - “ began Luna, but Rainbow butted in before she could really launch into a proper diatribe.

Well, look, I just need to talk to Celestia about why Twilight’s acting so funny lately. Can you wake her up? For just a second?”

“We shan’t! Whatever the problem is with your beloved Lady Sparkle, it may wait until the master’s return!”

Rainbow crossed her eyes. This wasn’t getting her anywhere. She was just about to give up and wander back to her bed for a well-deserved rest, when a “Settings” bar displayed below Luna’s face caught her attention.

“What does that do?”

“It does nothing, aside from perhaps endanger the lives of irresponsible little ponies! You wouldst doubtless explode the moment you touched it, reckless pega - “


As Rainbow Dash withdrew her hoof, a holographic display shot up in front of Luna’s face, bearing a variety of interesting-looking settings like “Picture Mode”, “Screen Adjustment” and “Time Zone.” While Rainbow was studying that last one, Luna poked her tongue out, rather hopefully attempting to stretch it towards the “X” switch in the top-right corner.

“What if I asked you about Twilight innnnn... ummmmm... Germany? No, France! Boop!”

As Rainbow Dash depressed the button, Luna’s scowling face melted away. At this moment, it was daytime in that far-off country, and the night’s keeper found herself replaced in seconds by a yawning Princess Celestia.

The rainbow-maned Goddess slipped out of the screen with a practised ease her sister couldn’t quite replicate, stretching her long legs out. She glanced outside at the black sky, then back to Rainbow Dash.

“Qu'est-ce qui se passe?” she asked, tilting her head slightly.

She trotted in a circle, tossed her mane, then gave Rainbow another confused look. “Pourquoi il fait noir dehors?”

Rainbow frowned extra hard. She fiddled with the controls a little more, while Celestia watched with a bemused, yet delighted, smile.

“How about now?” she asked, glancing back to the princess.

“Whatever are you doing, Rainbow?” Celestia inquired, in-between shaking with laughter.

Rainbow leaned back against the wall with a relieved sigh. “It’s about Twilight. You gotta help me!”

Celestia settled gently to lay on the carpet, tucking her legs beneath her barrel. “Ahh, yes, my dear pupil. She has been rather moody lately, hasn’t she?”

“Yeah! Like, what’s the deal, Sunbutt?”

“Sunbutt!” remarked Celestia, completely taken aback. The most refined ruler’s mouth was hanging open in shock. “Why would you call me...”

She tossed her head this way and that, before her eyes finally alighted on the blazing, honeyed flare adorning her flank. “Oh. Oh. Oh, We see how it is.”

“Aww, come on, don’t be a sourpuss!”

“I was not being a sou - “

“Listen, all I need to know is what’s wrong with Twi so I can fix her! Just tell me what I gotta do.”

Celestia tutted. "I'm not sure there's anything you can do, Rainbow. Twilight is simply feeling a little bit lovesick following William's absence."

"Ohhh, I get it!" exclaimed Rainbow, slapping one hoof down onto the other. "So she wants the D?"

Celestia couldn't help but smile at the way the brazen filly's face lit up. "Yes, exactly, Rainbow Dash. Twilight Sparkle's thirst for a dicking advances tirelessly by the day. And with it, so too does her morose mooching."

Rainbow's eyebrows shot up as she listened to the apocalyptic proclamation with growing concern. "I have to save her."

"Yes, you must succeed at this task. It must be you and you alone who ultimately assists Twilight Sparkle in doing what needs to be done. Do you understand?"


Celestia nodded sagely. "Then go. There is no time to lose."

"You're right!"

Rainbow Dash struck a pose right there in the middle of the room, standing on her hindlegs. One hoof was resting on her hip joint, the other triumphantly thrust into the air. "Pony Penis Powers... Activate!"

There was a long moment of baited breath, during which Princess Celestia's hoof found its way to her forehead. Rainbow was just about to loudly voice her complaints about the current horsecock-less state of the universe, when her entire body reeled.

"Uhooooo!" cried the pegasus, a moment before she thrown off her hind-legs and down onto the hard floorboards below. Her oversized pony caboose absorbed all of the impact like a sponge, but in the absence of any pain, she had a completely different sensation to cope with! Something hard and firm was growing inside of her, trying to make its way directly out of her pelvis. The blue pony squirmed and writhed, crying out as unfamiliar sensations surged through her small frame.

"Wah! Hold on! Too fast!" An expanding, blue-fleshed nub had sprouted between her hind-legs. She threw her legs back and stared at the ceiling, both forelegs cupped over her groin as something struggled under them to make its presence known. "I'm not ready to abandon my marehood just yet! Wait a second!"

However, her new thigh-slapper had no intention of being denied. As she watched, a federal blue equine member sprung out so rapidly it threw her groin-cupping limbs aside. The shaft quickly bolted upwards, racing towards the ceiling and casting a long shadow over Dashy’s face in the process.

Dashy arched her back, yowled cutely, and made one of the most undignified faces of her life. Which was saying something for her!

When the cock storm had passed, Rainbow heaved a great sigh. The tension along the pegasi's spine faded and she flopped back onto the floor, limp as overcooked spaghetti. She trembled, unsure whether to giggle or cry, brain struggling to keep up with a feeling similar to the female orgasm, but at the same time strikingly different. A trembling, quivering boy-orgasm. She dropped her eyes to the space between her legs.

“Holy crackers!” thought Rainbow Dash. “What a plus-sized horse-weiner!”

She'd seen some big-uns back in Equestria for sure, some real Cake-takers here and there, and this was definitely on the upper-end of the scale. Not quite a patch on William's, but given she was just above knee-high on her boyfriend and cum-tank, that was kiiinda to be expected! It looked ruthlessly hard and intimidating, with a gigantic flared head that would do a number on anypony who got it near, along with some big sloshin' nuts on the underside. Her normally so flush-lipped pussy was nowhere to be seen, as if afraid for its own sanctity around such a heapin' helping of mega-cock. She placed both her forehooves on her new member and grinned goofily as she rubbed up and down the shaft.

"Ooooooh. Rainbow likey."

Celestia uncovered her eyes. "My goodness. Don't you think that's a little large to be putting inside her?" She hardly paid attention to their love-lives, or she'd know they’d both taken larger plenty of times.

Still laying on her back, Rainbow grinned at the Princess over the top of her newly-grown pole. "Hey! She's really upset, okay?"


Some prowling around the house later, during which Rainbow's new endowment slapped the insides of her thighs so many times she thought it would be bruised by tomorrow, the pony finally stumbled upon her prey in a secluded corner of the house. Twilight was sitting on all fours on a swivel chair before one of the house's many computer terminals, one hoof quietly tack-tack-tacking away at the keyboard before her. She was still wearing her fluffy pink bathrobe, not having bothered to change. Even when William wasn't around, she just kept right on wearing clothes.

A page about Bio-Droid Laws and Regulations was up on the screen. Twilight was making notes on a small tablet sitting by the keyboard. When she wasn't writing, the pony made a point of holding the digital pen in her mouth, giving it quite the hardcore sucking as it filled in for the preferred object she'd much rather be holding inside her cheeks.

Suddenly, and without any warning, Rainbow crept up behind her, gripped the chair with both forelegs and spun it around! She turned it a bit harder than she intended, however, and the chair rocked from side to side before abruptly depositing a shocked Miss Sparkle right on top of her.

Crash! The pair ended up in a heap on the floor.

Twilight groaned, rubbing her forehead, and slowly began to get up. Her hoof came down on something she didn't remember being there earlier. "Oohoo, Rainbow... What's this?"

She brought her face closer to the large, twitching equine shaft, eyes and mouth both watering-up at the sight of it. "Mmmmn... Wait, no, seriously. What is this?"

Twilight had been with William plenty over the last few months, but her sexual experience with other partners was still only just blooming. Rainbow's pheromone cock-scent had her eyes watering and her pussy itching so badly. She wasn't used to this from her friend one bit, and her normally-controlled demeanor became impossible to keep up. Her hips squirmed side to side, knees pressing together. Her poor, neglected booty was tingling and making her act strange.

"Mmmm, mmm. Where did you get this, Rainbow? Oooh, oohh..." She drew a hoof along Rainbow’s member, biting her lower lip. Her eye contact with Rainbow Dash was broken whenever she glanced down at that veiny, powerful she-cock.

Rainbow's eyes lit up right away. Twilight's depression was sloughing off of her, replaced by hot, fun arousal. And something about that starry-eyed look in the bookworm's eyes made her feel especially smug. Rainbow knew right then and there that she wouldn't be happy until she'd tried out her new member, ejaculating deep inside her cute friend Twilight Sparkle.

Her tongue made another circuit of her mouth as she leaned closer. "Big, isn't it? Awesome, isn't it? I bet you can't wait to get on it, huh Twilight?"

She might tease Twilight for being a cock-addict, but at the same time Rainbow was crazy about getting her dick up Twilight’s ass! It was impossible to even entertain thoughts of her meaty cock being soft, as long as she was around Twilight and thinking about stuffing her member somewhere warm and receptive. Rainbow was suddenly seeing Twi less like her best friend and more like a hot pony babe who had her cock red-hot!

The pegasi dusted herself down and climbed to her hooves, smirking inwardly as she stalked around Twilight in a circle. The overworked and sex-deprived brainiac's eyes molested her member every step of the way. Dashy wouldn't have said so in front of William, but she felt like the big man of the house right then, able to do whatever she wanted with this cute filly and get away with it! Having a cock was kinda awesome, why hadn't she done this sooner?

She moved behind the sweating, panting Alicorn, reaching for the sash of Twilight’s bathrobe. Rainbow vigorously untied it and threw the robe open. Twilight gasped as her clothes were pulled away, rendered half-naked by Rainbow's grabbing hooves. Even for ponies who normally went naked, there was something undeniably carnal about her heaving purple chest being suddenly exposed! The act itself, the freeing of her bare skin from her clothes, made her feel truly exposed, reactively shrinking away to hide her lewd and vulnerable body.

She groaned into Twilight's ear, "You miss William, right, Twili? How about I jam something big and fat in your ass? That’ll do the trick!”

Twilight couldn't help herself, her ass backing up and rubbing on that hot dick in circles. It got under her robe and she rubbed bare flesh against against the great big cock, making sticky precum fire across her back. Her body that normally felt so ordinary and comfortable naked now felt burning-hot under Rainbow's perverted gaze! "Haah... Haah... My body's so hot... But..."

Rainbow leaned closer. “I can help with that... You can lick it alllll day long."

Twilight chewed her lip nervously. "I'll wait for William! I really should wait."

Despite Twilight’s weak attempts to stay a good girl, she slipped her robe off the rest of her way as Rainbow watched, letting the pegasus leer at her how she liked. She took the shoulders in her hooves and shimmied her ass side-to-side, getting that pesky thing out of the way of her molten-hot, needy body. Rainbow let out a sweet, musical cry as that huge nerd butt glanced on the stiff shaft of her cock.

Dashy was relentless. She wanted to help Twi, and she wanted to help herself. "Come onnn, Twilight! I grew this big thing just to make you feel better while he's gone! Just lemme put it in you for a few seconds!”

“If you don't like it, I'll take it out~ Promise!" Rainbow continued to goad her. She was dripping enough precum that the head of her cock was soaking in it. She'd pump out litres of semen if given the chance! She'd soak this prim and proper faithful pony maiden in her spunk.

Dashy turned her pony chum's head just enough so she could see her clearly. "Come onnnn."

She looked down at Twilight's chubby, plump butt and her eyes misted over with lust. "Shake it! I want to see you wiggle this big bottom for me."

Twilight looked back with teary eyes and a little helpless pout. "Ahhh... Alright, Rainbow..."

The purple pony spread her legs a little bit, trying to get good footing. Her naked ass stuck out behind her, waist turning awkwardly at first, but her sexual behaviors took over her movements shortly. Soon Twilight’s body was swaying like a world-class stripper. She showed the best features of her curvy body, enticing that cock with the sluttiest gyrations. Twilight looked over her shoulder with an uncharacteristic alluring expression, violet eyes half-lidded, making a teasing kissy face toward her best friend. She was really putting on a good show!

Twilight's eyes hooded seductively, her tongue occasionally escaping from her mouth to accompany a little wink. She might be a prude on the outside, but inside she was a truly seductive little dick-milker, thirsting for juice.

The lovestruck sporty pony gave Twilight a divine smile as she crowded into the space between them. She looked so uncharacteristically seductive, strutting over to her with one hoof in front of the other. "Oooh~ I want to fuck right now! I want to bully this over-sensitive pucker!”

Rainbow Dash danced her hooves around Twilight's fat ass, then slowly raised one over her head. She let it linger there as she braced herself to spank her friend’s big fat flank.

That big butt had to be punished, and the speedster’s expression immediately changed to that of a teasing pervert as she did exactly that. Now that she was done marvelling at the sheer size of Twilight’s caboose, she got down to work. She brought her hoof down onto Twilight's jiggling behind, and there there was a loud crack as her hoof connected with that fat ass. Rainbow’s soft smile turned wicked as she struck Twilight's wobbling bottom again and again, until the poor pony's face was red and heated.

"How's this?" she said, rubbing Twi's big, sore bottom.

"Hyaaahhh, nnnnnooooo!" Twilight's eyes rolled back for a half-second every time her bottom was swatted. Her poor purple ass was getting red, the sharp sensation maxing out her sexual response. Her pussy was steaming, wetness bubbling down her thighs, her mind foggy with extreme levels of lust that she couldn't bear.

"Ahuaaahhh... Rainbow, I, uhhhnnnn..." Twilight wanted to voice some kind of resistance. This wasn't helping her cope with missing William! This was mistreatment by a perverted devil with a drooling cock. But poor Twilight was too dizzy to do much more than whine. She pressed her body backwards on top of that cock, bringing a fleshy and throbbing ponut right up to the tip. With a single lengthy and drawn-out grind, Twilight Sparkle enveloped the steamy member to the base in her piping-hot, squeezing asshole.

It was a credit to Rainbow that she didn't lose her composure. As that juicy anus backed up onto her gigantic stiffy, that smug smile never left her face. She gripped Twilight's thick behind in both hooves, only releasing her whenever she wanted to give her a loud crack across the hindquarters. Which was often!

Twilight trembled and cried out as Rainbow Dash's cock got deeper and deeper into her tight, flexible butthole. When her legs completely gave out, hooves splayed out across the floor, Rainbow was quick to straddle her. She got the brainiac to bear her whole weight as she thrusted all the way inside, driving the anal sex-addict wild.

Once Dashy was on top and thrusting, she could really tighten those lean haunches of hers. Each curl of her back sank her marvelously black-sheathed member deep into her friend's extremely-developed backdoor. There was no mercy from a behind like this! Each thrust into Twilight's core made Rainbow's brand-new member tingle, that warm and supple sleeve gripping her tight as a glove. Twilight's butt pulled on her, and each time she drew out was a struggle to not just pump her gushing semen deep inside her best friend.

Twilight's mind looked like it was far away. Under those forelocks that lightly-wavered with each thrust, her eyes were hooded, mouth hanging open. Her red tongue was stuck out at an odd angle. The only sign she was still with her friend mentally was one that made Rainbow almost squeal out of its sheer cuteness: when Dashy put her hooves on either side of Twilight's shoulders and redoubled her thrusting, purple hooves wrapped around her forelegs. They gripped her legs tightly and pulled her cock deeper. It made Rainbow’s heart soar so much she felt ready to shoot off right then and there.

Rainbow squatted down behind the drooling, eye-rolling pony named Twilight Sparkle. She slid her fat cock in and out of her cute little friend, and with each hump into her, she came a little more. She lost track of how many times she fired off, how many times she wrung her seed out into Twi. She came so much, and unloaded her thick mare cream inside Twi’s ass so many times, that each new torrent of ejaculation pumped the previous one out. Each tremble of her cock was accompanied by an oozing creampie running down Twilight's pussy and joining the growing puddle on the carpet.

Despite this, Rainbow continued to saw her huge horsecock back and forth. Her dangling black nutsack continued to tense up over and over. When she was finally done cumming, Rainbow pulled Twi back into her lap, bouncing her up and down a few times to get her nice and settled in place before running her tongue up her cheek. "Heheheh."

She paused her thrusting and forced Twilight all the way down her cock. Still keeping her squirming, groaning friend in her lap, disregarding Twilight's little kicks and protests, Rainbow began moving her cock in circles inside that tight butthole. Gloopy blobs of semen from her previous ejaculations were dripping down Twilight’s ass and joining what was already soaking into the carpet! "Incredible... Mm, Twilight's body is incredible!"

Rainbow could have kept going... But it looked like their private time had come to an end. She froze when she heard the front door shutting at the other end of the house, knowing it could only mean one thing.

William was home, and he was about to find Rainbow balls-deep in one of his favourite pony buttholes.

Chapter 6

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“Oh for pony’s sake, not right now,” Rainbow groaned, before trying to wrestle the near-comatose Twilight out of her lap.

With an ominous creak, the front door swung inwards and William entered the house. Under normal circumstances, it would have been easy as pie for the speedster to hide all traces of debauchery-laced evidence, but as she hefted Twi from her lap and tried to climb to all fours, Rainbow suddenly had an odd sensation of lightheadedness that made a chill run down her spine. With a forlorn cry, Dashy tumbled forwards onto the carpet, every last jot of energy having been suddenly sapped from her body.

“What the... I can’t move!” Rainbow moaned. Twilight wasn’t in any state to move right then either, albeit for different reasons entirely.

“Get up!” But her exhausted body wouldn’t respond.

All the crashing and crying she was making meant it was just just a few beats of Rainbow’s fluttering heart later that William was standing over the pair. He furrowed his brow as he laid eyes on the sight of the pegasi’s huge, flared shaft still deep inside her partner. Blue dick and purple butthole were, even now, still giving each other all kinds of mommy and daddy hugs and kisses.

“Girls! What’s going on here?” asked William. He leaned a little closer. “Rainbow, how did you... Where did you get that?!”

“Wait! I can explain! Umm, Twilight was being a lovesick loafer, so I was just cheering her up! That’s all, I...” She paused in her rampant denials when she saw William making his way over to her. Where she’d expected a look of anger, there was only very real concern painted on his face.

He quickly dropped his carry bag and scooted down beside Rainbow. With a surprising amount of care and tenderness, he freed her pulsating penis from Twilight’s behind, disgorging a thick, white glob of spunk in the process.

“So you can do stuff like this too, huh?” he asked, giving a gentle smile. “I’m impressed, Rainbow, but you shouldn’t have.”

He placed a fingertip directly on the head of her frankly enormous member. The flesh around the base of her freshly-made shaft “rippled” in a curious fashion and, she watched open-mouthed as he began to push down on it. The dangerous she-dick began to slink its way back inside her body.

Inch by inch, Rainbow’s big blue cock vanished, until only the head remained. With a little “poik!” and one last defiant shot of mare-spunk, it was gone too, back into the depths of her curvy hips.

He scooped the small, fragile pony up in his arms, cradling her to his chest. “Your body isn’t supposed to offload this much fluid this rapidly. When did you last have something to drink?”

“Ummm... Wh-When we started having sex,” she said, with a cute cringe.

“And how long ago was that?”

“Umm... About six hours ago?”

At first William knit his brows in consternation. Then, a gentle smile spread across his face as he held her more closely to his chest. His arms, which had been supporting her butt and neck, now wrapped around her midsection entirely. He pressed her firmly against his broad chest. “I’m just glad you’re alright. Now let’s get you in the shower and replenishing those fluid levels, alright?”

The little pony had mentally prepared herself for the scolding of a lifetime, shouting, only to realize he was concerned about her. As the proper words failed the pegasi, she simply smiled, closed her eyes and buried her snout into the crook of his elbow. “Okay!”


Half-in, half-out of the bedcovers, William's nude body was splayed out across the sheets. His light skin was luridly displayed, inviting all kinds of saucy touches!

He was laying on his side, looking towards the holo-viewer in the corner. His head was propped up slightly on one arm. His endowment was tucked away under the sheets, waiting for ponies to wander by. It had been weeks since he'd had some good play-time with the girls, after all!

With a sleepy yawn, Rainbow Dash planted her shoulder against the door to the shared bedroom and pushed it open. She was fresh out of the shower, mane blown and brushed into silky smoothness. The scent of roses was lingering on her skin.

Her eyes were just a bit droopy, only lazily glancing at the screen before falling on William. Stretching, she took a few steps closer to the bed, eventually slid right into it and laid next to William himself. She tossed one foreleg across the boy's waist, and she wiggled around to get more comfortable. She leaned over and nestled her head against his thigh.

Rainbow was bare, but for a tiny pair of black panties, keeping her somewhat decent. She yawned again and curled her hooves, enjoying the warmth of shared sheets. William gasped and squirmed reflexively when Rainbow Dash flopped onto him.

"Mmmn." Her head was almost right down between his legs, the pervy pony!

In the kitchen, Twilight Sparkle finished a cup of coffee and shook her equally-damp towel from around her flowing purple mane.

Hearing the voices of their holo-viewer in the bedroom they all shared, she sauntered her way through the open door and stood in the door frame clad in her own pair of sexy black panties. She joined the other two with a giggle, lazily flopping upon the bed in her usual fashion. She had effectively trapped William between herself and Rainbow on the other side. She took up some of the sheets and pulled them over her rounded, plump body. Her violet eyes took in her two favourite people in the world, before glancing towards the screen.

William found himself very crowded suddenly. Flat, firm pony chests, silky-soft manes and curvy hips were smothering in from either side. He shifted his weight a little bit to fit more comfortably in-between the two.

William could keep his eyes on the screen and kiss Twilight Sparkle at the same time, so he leaned all the way over to the bookworm's face, his soft lips finding her mouth.

Twilight Sparkle kept her eyes on the screen for the moment, the young pony just as interested in the show as her boyfriend. But when his lips came down on her, her eyelids came down for a moment as she softly kissed him back. She laid peck upon soft peck on him, leaving the hint of mint from her toothpaste moments ago.

Twilight was soon giving William a more direct taste. She tilted her head up and slowly made out with him. He teased Twilight Sparkle's tongue out of her mouth and trapped it between his cushioning lips, softly sucking it in and out, before finally releasing it. He wormed his tongue into her mouth, closing his eyes and focusing on her taste. "Mmmmmn..."

While they were kissing, he rocked his hips a little bit more for Dashy. He flashed the base of something tasty between his legs to her, giving the dangling rod a little shake from side-to-side. With those troublesome sheets in the way, she couldn't see much! Just the root of his long, thick cock.

Instead of diving down on the little flash of skin he'd bared, Rainbow seemed content to use him as a pillow for now! The hoof she'd tossed so lazily over William's waist slid over and roved along Twilight Sparkle's stomach for a moment, dragging over to her hip. The sleepy pony pulled her girlfriend closer, feeling the subtle press of her boyfriend against her body as she did.

Everything was soft and hot and inviting. She mumbled something in response to William, mostly inaudible, except for a relaxed, satisfied sigh at the end.

Twilight slipped her wet tongue into his mouth to dance against his, only pulling back when she was short of breath. Normally William would have given Rainbow Dash a smooch right after, but she was all the way down between his legs, enjoying more than her fair share of sights.

Both Twilight's hind-legs slipped down his taut tummy to slip through Rainbow's mane as she lounged between the legs of their shared boyfriend. Rainbow Dash curled her hooves at the feel of Twilight Sparkle's hoof nesting into her hair; she was caught with an intense, burning blush on her face at the sound of her two lovers enjoying each other, wiggling her hips in vague satisfaction.

Usually, at this point, Twilight would be down there as well, long purple and pink locks fanned out between his thighs. But for now, she was content to rest her head back with William upon the pillow and gaze between the two of them.

It was a nice relationship. They all loved it.

For Rainbow, everything was so wonderfully cozy right then that she could've gone back to sleep, had she not felt William squeezing her so suddenly. With his heart-rate pounding from such intense kisses, he first gripped her shoulder, rhythmically rubbing it. He was holding onto her like he might drown! William always got a brainless look on his face after a good kissing session with a pony. They left him stunned, feeling all gooey and light-headed. And with a hard-on fit to break a plate. Today was no exception!

When he'd finally settled down, his movements got less erratic, and he relaxed into running his fingers gently through her rainbow mane.

Rainbow blushed harder, cheeks burning against William's thighs. With deliberate slowness, teasing him until he came down, she slid further and further in between his thighs, her mouth just an inch from the smooth, bare sack of his balls. The feel of Twilight's hooves nestling into her mane made her stop at the last moment, purring and languidly squeezing her two lovers close again.

“Mmmn... You both smell really good. Did you shower together?" asked William.

"Mmm," murmured Twilight.

"Mmhm... Sure did." Rainbow’s voice came out whispery soft.

Twilight Sparkle was short of breath each time she and William would finish a fit of kissing one another. She simply couldn't get enough of these two. She was so very lucky to wake up next to them each morning, and fall asleep at night by their sides. Reaching back, she pulled her long silken mane to one slide, letting her damp mane flay across the bed.

One of her soft, marshmallow hooves began to glide up and down William's side. She leaned down to glide atop the small amount of exposed manhood he sported right in front of Rainbow Dash's eyes. She giggled at Rainbow's words, nodding enthusiastically. "You should've joined us. Sir."

William began to move on the bed again, lifting one of his thighs off the mattress, looping it around Rainbow Dash's head and sliding it through the sheets. His little toes made whisper sounds as he got comfortable on his back, making the mattress under him creak.

Twilight had another long make-out moment with William, before she squirmed away to her side of the bed to let their man get comfortable.

He unashamedly flashed that big penis to both honeys. And what a nice, plump penis it was! One might be mistaken for thinking such a gentle, soft-spoken man would have a petite, cute penis, but William's slab of cock was making up for the rest of him by looking extra veiny and angry!

You'd think with two girlfriends, those big, heavy orbs would be constantly drained, but his vacation had allowed them time to refuel, those hefty cum factories sloshing audibly with the mess-making seed stuffed within.

Dash was tired enough to where she barely responded to the prize so close to her face slipping away. She rolled onto her side, head nestled right underneath William's thigh, hooves draped across her boyfriend's belly so she could lazily scratch along it. She traced the patterns of his skin. She couldn't keep herself from getting lost in the warmth and affection shared between the three of them; soon her hoof went still and she sighed again, tracing a heart on William's stomach.

Now, as always Twilight's gaze would become completely transfixed and focused on the intimidating slab of veiny fuck-meat the boy had between his thighs.

She slowly shimmied her body down and down his form, drawing a gasp from William as his snuggle-buddy left him. Their cuddling and kissing came to an abrupt end, leaving him all alone at the top of the bed. A cat-like smile spread across his face as he saw she was getting comfortable between his thighs with Rainbow Dash, oh my.

Now he had Twilight Sparkle's head resting on his left thigh and Rainbow Dash's head resting on his right, meaning that great big cock was casting a long shadow over the two of them.

Twilight quietly admired him, biting her lower lip as she examined her favourite cock in the world. Who knew what those two pervs would be getting up to down there.

Well, it wasn't any business of his! He turned his eyes back to the holo-viewer show. After all, maybe Rainbow Dash and Twilight Sparkle just wanted to kiss in the shade.

Dash sidled around a little bit, pushing her head upwards so a bit more of her face peeked up from between the velvety warmth between William's supple thighs. She blushed when she saw Twilight waiting for her just a bit higher, and crossed the little space to plant a kiss on the other pony's cheek. All the while, Rainbow Dash's hooves were still stroking and gliding along William's body, roaming the flat plane of his chest and his tummy, occasionally coming down so the very edge nestled in against the head of his cock.

The familiar aroma of dripping spunk wafted to both girl's nostrils as their boy began to leak from the tip. Soon, Rainbow was drawing little patterns in precum along William's skin, leaving a little heart in shiny, sticky lewdness drying just below his navel.

William was trying to keep his attention on his show's climax, but it was getting tricky! Rainbow Dash's hooves made his defenseless tummy tingle, her hoof scratching completely mesmerizing. After so long without, every touch was like a drug to him. His toes curled and pushed through the sheets, making the entire bed creaking under the trio.

Twilight tried her best to not act like a total whore all of the time, but she'd slowly begun to lose that battle. She not only had to deal with that big slab of thick dick now, but also her best friend playing with the occasional bit of pre that dripped from his mushroom head.

Despite the fact that he had two utterly vivacious girlfriends, William would somehow always seem to be full of that thick, hot cum Twilight Sparkle had fallen utterly in love with. She almost loved the smell and taste of his manhood as much as she did Rainbow Dash and William.

She couldn't wait anymore, nostrils filled with that sweet smell that would overpower her desire to not be so cock-hungry. Twilight slipped a warm hoof around the base of his thickness, rubbing his mast and aiming it to her as she leaned in. Twilight loudly slurped that thick mushroom into her wet lips before slowly and deeply bobbing her head up and down that big dick.

William's hips lifted off the bed, his cock gave naughty pulses in her mouth and his cock locked and loaded, ready to gush out great big mouthfuls of belly-filling semen.

"Hyaahnn... Mmmn." The human looked completely helpless now, writhing on the bed before his two lovers. He threw his head back and ran his hands through the sheets. All they could see of his head was his tongue thrust up into the air! "Hnnn! That's so good! I might cum right away!"

Dash was so distracted by William, she was only just now noticing Twilight Sparkle face-deep in dick. She smirked and slid herself inwards, getting comfy again. She wasn't going to be outdone, after all.

Ponyville’s #1 Speedster winked at her good buddy Twilight and leaned in beside her. Dash's mouth opened wide and planted a wet, lewd kiss on the silky-smooth skin of his sack. They sloshed audibly in response, stuffed with goopy rivers of semen.

Her tongue batted at it, gliding upwards between both of his nuts, casually flicking at them before retreating back into her mouth. She couldn’t help but notice how low and pendulous his big nuts hung. Of course, it was to be expected for a huge dick putting so much heat out: his nuts hung nice and low to keep his their sperm comfy, and safe from that boiling hot cock!

The whole time, her hooves roved along William's body, either playfully dragging along his side, occasionally passing over Twilight Sparkle's hooves - stroking the back of her fetlock affectionately on the way - or keeping up the subtle touches on his supple stomach.

Twilight Sparkle had dozens of hours of practice when it came to sucking dick, most of it clocked upon the big job that was William's manhood. She was showing it off now, as her mane lovingly and eagerly bobbed up and down upon him.

Even with all of this dick-sucking practice, her boyfriend was so amazingly thick, so impressively long, so intimidatingly hung that slurping his manhood past the halfway point was absolutely impossible for the vivacious young pony. Even as she tried to push past the usual limit, she found herself lightly coughing upon his dick. She pulled all the way back with a loud gasp, before giggling like a schoolgirl.

Her free hoof would reach up to wipe a tear away from that soft gagging, Twi catching her breath as she grinned at Dash. The small, blue-hued Pegasus looked so cute worshiping those large, smooth cum-producers.

She slid further down between his legs, pressing her cheek to the other pony's and softly kissing at the corner of her mouth as she'd dutifully worshiped their boyfriend. Her eyes kept drifting back to William as he writhed in pleasure. "I wonder where he wants to splash his cum this time, mm?"

William was groaning in a sweet voice, eyes fluttering, mouth open in a hot little orgasmic "O" shape. He picked up one of the big fluffy pillows on the bed and clasped it tightly to his chest as he tried not to cum right away! Those super-hot mouths were driving him crazy!

Each time Rainbow Dash's hoof drew another cute heart on his chest, the male nymphomaniac felt another surge of pleasure emanating out from his vulnerable tummy. He hugged the pillow tighter and tighter, teeth finding purchase in the soft material.

He looked down at the pair of pretty ponies with lovestruck eyes, mouth hanging slack. "Mmm... In your mouths!"

There were few sights hotter than watching these two luscious ponies playing with his semen, bathing in it, drinking it, luxuriating in cum.

Rainbow Dash slid upwards, her mouth trailing and sucking along William's nuts, stopping right as she reached the base of that magnificent dick of his. The hoof of hers still playing with his stomach slid lower, and her marshmallow-y grip wrapped around the base.

Pushing gently, she tilted it away from her face; with the same teasing slowness as earlier, and dragged her tongue along the underside of William's dick, bathing his balls and its base in her saliva. It took her a moment to focus on anything besides dick, snapped out of her reverie as she was by Twilight Sparkle's kiss. A flush of heat filled her chest, and she let out a breathy, elated sigh across William's groin. Her hooves stilled their constant wandering for just a moment.

She eventually went back to her sucking, giving just enough strength to her suckling for his skin to redden from the stimulus. Soon, there was a cute hickey at the base of William's dick.

"Hnnhaa... Hnnhaa... Ahhn!" William went totally nuts, losing control. His cock fired a long, continuous rope of cum directly into Twilight's mouth. Right after, he got the tip inside Rainbow and shot off again, hips bucking up and off the bed.

"Nnn!" So much cum filled the pony's mouths! Both cuties sputtered and groaned, before easing back onto the bed, noisily slurping his semen between them. Rainbow giggled as she took Twilight by surprise with a kiss that fed his cum into her mouth and down her throat.

The two cuties spent the next few minutes laughing and playing together as they coyly snowballed his jizzback and forth. He’d never forget the sight as long as he lived, as Rainbow Dash and Twilight Sparkle took a short break from learning about the importance of friendship and acceptance to gargle his thick, smelly ejaculate with the same cheerfulness and verve that they tackled everything else in their happy lives.


It was just a few minutes later that William was on the move again. That hot cock hadn't deflated one bit, even after that supersized cumshot! He was ready to keep going, and went prowling towards Twilight. Rainbow Dash seemed to know what was up, and quickly moved to the side. In her mind, he was just savin' the best for last.

William huffed a little under his breath, getting all the more heated up. His cock rubbed on the purple pony's huge, fat butt, making her squirm around. "Haaa, let me at that butt, it's been so long!"

Twilight turned around and smiled, cupping his cheeks in her hooves. She planted a kiss on his nose, then his lips. "I don't see why not~"

William turned her back and seized those impossibly big hips of hers. Twilight tilted her head back to meet his nose with her muzzle. He slipped the hot pony his large tongue, pushing it inside of her mouth. "Mmmn... I missed you, Twilight," he breathed, moving up to nibble her ear.

Somehow that made her heart pitter-patter more than any amount of sex. The esteemed Twilight Sparkle had done it: she'd fallen completely head-over-hooves in love with a human. She giggled as she suckled on his tongue, squeezing him tighter to her.

He was just way too hungry for the hot little sperm-drinker nestled between her thighs. He let his magnificent dick get closer and closer to her plump butthole, groaning over her amazing curves now more than ever. And got himself a spanking for his trouble! With a sparkle of her Bio Droid psychokinesis, Twilight had delivered a nice, firm swat to his behind!

She gave his butt a playful whip-like spank. "Come on!"

William held her hips with the same reverence she showed his dick. He just couldn't get over how curvy and plump the pony's lower body was! He kept on kissing her while grinding on her big fat rumphole pucker, that naughty boy’s donkey-dick getting stiffer and stiffer.

Thick, virile goop was leaking from the tip, soon to be leaking into her juicy, hot butthole! "I should go on top. Need to pack it all in to make sure it doesn't leak, nnn... Don't wanna make a mess on the nice, clean sheets!"

She smiled playfully at that, hoof dancing coyly on his tip. Twilight slowly pulled from their kiss, now panting heatedly to catch her breath. She slurped at her hoof, tail beating on the bed as she took in his scent and taste. "Excellent point as always, sir. Make sure not a drop spills!"

William was getting impatient and nudged her those star-speckled buttocks. "Mmm, hurry! I wanna cum more, mm..."

The cute pony just smiled. She could barely stop herself from giggling sweetly... Boys, William in particular, were just too adorable when their dicks rendered them as horny-dumb as this!

Twilight gave him a tight squeeze, burying his head in her sweet-smelling chest in the process, all while those little hooves of hers found their way down to his butt, subjecting it to lewd pony gropes. She was giving it more direct spanks now, each stinging sensation making that big bull-dick throb bigger and bigger. The little pastel love-pony didn't seem to care how big and hard she made it, or how wrecked her chubby butt got as a result!

With a cute little wiggle, Twilight leaned alllll the way over, kissing him again. It started out as an innocent baby-doll love-smooch, but soon slunk its way down to the level of a depraved, hungry smooch as she naughtily nibbled and tugged on his lips. With a few more light bites, Twilight turned and flopped herself across the bed, lifting a leg in the most basic of mating poses. She spread her butthole to vainly show off her tight ponut pucker, glistening and winking for her irresistibly cute stud "stallion".

William crawled closer, looking totally, almost embarrassingly, smitten with the little winking spot between her legs, like he lived for moments like this! He closed in, taking her hips in a firm grip, and nestled the head of his cock inside of her. The beckoning butthole could not be denied.

Inch after inch of his steamy member pushed into her. That naughty boy used his hold on her hips to stop her drawing back when it got too hot to handle, and he made her take as much of it as he could stuff inside. He started thrusting in and out, scritching her hot-spots, getting her off.

Twilight felt it too! She looked up at the huge male towering over her with lovestruck eyes, massaging the large, hard member distending her little belly with all those inches! At this point, "infatuated" didn't even begin to describe it for the cute little fun-loving pony! All her love-sickness and mopey doziness was rushing out of her body, leaving behind one particularly-energized little fuck-battery. The panting, wide-eyed honey was firing on all cylinders now, rocking in time with his thrusts, tongue out, eyes wide and staring. She was smiling ear to ear, positively fit to bursting with pleasure he'd brought about in her.

As he slipped in and out of his miniscule equine lover, William could feel her body responding to him with renewed excitement and vigour. Her little legs were doing the best they could to wrap around his hips, coming up adorably short. He'd have gotten her ankles up by her head if it'd been up to him. But maybe this was better, having her ankles scratching his butt, pressuring him to stick his fat cock up her pony-booty. Her behind seemed to have a life of its own, swallowing and suckling around his length, drawing him ever deeper into her curvaceous pony form.

At the same time, her horse-hair tail had found its way to those low-hanging balls of his, flicking up and down lightly along the surface like a feather-duster. Twi leisurely felt her over those churning orbs, delighting in feeling what was about to flood her ass! He's moving extra fast, hissing between his teeth as that tail molests those heavy, swollen nuts. The veiny seed pods gurgle and wobble as she squeezes them with her tail... They're so heavy!

William closed his eyes and focused on how good her body felt. He shuddered, enjoying the sensation of her tight butt, moving his hips a little faster. "Mmmn... So gooooood... Might cum right away!" he hissed in her ear. It was enough to set Twilight off into another bout of girlish giggling.

The pony smiled as made grabby-hooves at him, loosening her grip around his hips and snuggling right up against him. Their lips met in another kiss, and that was it for William! His whole body went stiff as he kissed a horny pony.

The first sign she got that he was cumming was the trembling of his dick, followed by his cock twitching as it fired off the first volley. He moaned into her mouth as a continuous flow of semen began in his nuts, travelled up his huge shaft, and continued steadily flowing into her butt. He kept cumming and cumming into her tight anus with no end in sight, toes locked and fingers pawing at her. "Mmm!"

She squealed in pleasure as she felt his warmth pump and flood deep into her, swallowing every drop he gave her. Her forelegs clutched tight around William, lightly raking along his back as she wallowed in her ecstasy.

William arched his back, a shiny trail of saliva connecting their mouths as he howled out his orgasm. His urethra was already stressed with the huge amount of gluggy white goop he was pouring into Twilight Sparkle, splattering her insides up to her belly with, but he redoubled his efforts now. His cock went a little deeper. The head opened up a little more, letting even more cute little semen go have a swim in her cum-packed stomach! Her belly began to bulge with all that hot stuff in her! "Mmm!"

A few more shots finished him off, and he slumped onto her, holding her tightly and kissing her lightly-fuzzed chest.

He was startled out of loving the cutie pony by the sight of a familiar blue butthole looming over him, filling his peripheral vision and casting a long shadow. Rainbow Dash's lean, mean ass loomed over William and Twilight like the unforgiving zeppelins of an invading enemy force. The message of such an aggressive act was clear: "Surrender your semen to us, or face the consequences."

She peeked at him over those tight blue orbs, blowing her forelock out of her eyes and givin' him the ol' trademark cocky grin. "Forgetting someone, stud? You didn't think you were stopping at Twilight, did you?"

William and Twilight shared a glance, both of them too stunned to say anything. But while his expression slowly turned to a frown, hers turned into the cheekiest of cheeky smiles. "Go on, don't keep her waiting. Weren't you just saying Rainbow needed to replenish her fluids?"

Rainbow brought that cloud and lightning-bolt motif adorning her butt down onto William's face, the design slowly enlarging until it was the last thing he saw. All light was blotted out as Rainbow parked her caboose on his face. "Yeah! I need one of those anal repositories, stat!"

Twilight scoffed behind a hoof. "It's called a "suppository", Rainbow."

"Oh yeah, well - Uuuahhh!" Rainbow balked suddenly as William took her tail in the palm of one closed fist, hauled her back across the bed towards him and lifted it, exposing her hindquarters completely. No amount of trying to drop her decency-cover back down was gonna help her down: the naughty pony's puffy, anal-sex-enlarged backdoor was on full display.

"Hey! Hey, hold on back th - Ghkkk!"

William had completely stuffed himself into her ass, all in one thrust. Rainbow was stunned for all of two seconds, before her stationary hips went to top-speed instantly, greedily bouncing her butt on his rod like she was twerkin' out some lewd new dance routine. She went from the panicked, doofy expression of a Saturday morning cartoon to a drooling, sweaty fuck-face that would never have made it past the censors so fast you'd miss it if you blinked!

"Mm! How's that, Rainbow? Think you can handle a dick adapted just for sex with ponies? It could make Princess Celestia herself into a mewling filly who need a good tucking-in!"

Rainbow was doing a bit of mewling herself! Her plush rear kept bouncing, the QT Pegasus unable to resist the strong, manly hands on her hips. Every time he guided her down she was overwhelmed by a burst of pleasure, that of the human's dick grinding right against all of her pleasure points. If this kept up, she'd be addicted getting mating pressed by him again every night in no time!

William kept up his assault, hilting deep inside of her with each mind-obliterating thrust, turning her butthole into a purely lewd erogenous zone and subjecting her to naughty pleasures tenfold! "Think you can grow a cock and fuck my girlfriend, mm? I'll have to teach you how good cumming with your butt is all over again!”

He leaned over her back, tilting her head back and filling her poor mouth with drool, oozing sticky fluid into her mouth in great quantities. "Ready to become such an anal-loving pony you won't want anything else anymore? Bad Dashy!"

The poor Pegasus simply wasn't prepared for such lewdness, and judging by the gasps from the side, neither was their very much captive audience, Twilight blushing profusely at the perverted words of their super-lewd boyfriend! Rainbow, however, could only make muffled moans into the deep, adult kiss that bull was forcing upon her. Her tongue weakly pressed against his, saliva leaking from the corners of her mouth as he pressed her down.

But that kiss was nothing compared to the pleasure of having a thick cock in her rear, making it jiggle and quake after every impact of his hips. She submitted to the perverse pleasure of having her tail-hole retrained into her most sensitive and favourite hole for William to stuff full of cock. Her eyes went wide just after that, when she realised what she was doing, already thinking of her perverted asshole as her preferred place to be fucked. Even better than pussy sex! Especially better than having a dick! Anal was awesome! Anal was the best!

That pervy boyfriend grinned towards the Alicorn watching him teasing pleasure out of Rainbow's rapidly-emptying mind. He hauled Dashy into his lap and put both hands on her small chest, molesting her all the more.

There wasn't any need for words at this point. He just showed off the panting, eyes-rolled-back Rainbow Dash to Twilight, and Twilight's tail excitedly beat on the bedsheets in response. She had front-row seats for watching the cutie get tormented, and yet all she could do was watch as William's cock hilted inside her, going balls-deep into her perfect rear. Twilight helplessly and shamelessly watched her best friend getting taught a rough lesson by cock.

Rainbow herself was moaning with pleasure now, her soft voice echoing around the room. Her face was flushed bright red with embarrassment from the sheer pleasure of being used by him like this.

William moved from the bed, planting his feet wide apart. He splayed out his legs and held Rainbow in the air in front of him. it was easy when she was so small. He lifted the winged equine cutie up in front of him, poised over his cock, their lips locked together in yet another smouldering smooch. It must be national kissing day around here or something! He only broke the kiss to tongue the side of her face, leaving a slippery trail of saliva.

He held her up by her fat ass, letting her small back relax against him, the small pony reclining on his belly like it was a comfy bed. As he slowly spread her legs and positioned her pucker right over the tip of that cock, Rainbow knew her butt was going to get taught a lesson, one she'd eagerly learn.

He started furiously thrusting her up and down on his huge cock. From where she was sitting, Twilight could see Rainbow's puckered asshole being stretched around that monolithic dick. He was groaning and sweating as he commanded Rainbow Dash's poor butt to stretch around his shaft! "Ha! Ha! Mm!"

Even before he slammed her down, and her mind almost whited out from the pleasure, that fat cock was stroking against every pleasure point that she had. Her walls clenched tight around him, and her fluff coiled around his back, holding her daddy close. She was addicted to it now, being stuffed full of daddy dick, and she simply couldn't let him go!

"Nnnn! My butt's yours!" she cried, to a gasp from Twilight. The purple horse onlooking couldn't decide if she was glad she'd avoided this punishment or envious that she wasn't receiving it. She looked nervous now, beads of sweat rolling down her cute cheeks. If Rainbow Dash could lose to dick so easily, how did she stand a chance?

With another great cry from William, a fountain of his semen jetted up Dash’s asshole. It dripped down around his cock and splattered on the floor, bringing the first stage of their perverse, oversexed reunion to a close.

Hours later, William was lazing back on the bed, knees up and toes wiggling. Rainbow Dash and Twilight Sparkle were laying side-by-side between his legs, heads bobbing and tongues lazily licking over the fat cock that had tamed them so capably.


Perhaps their lewd tryst would have gone on for forever if Princess Luna's floating head hadn't suddenly phased in from the holo-viewer mounted on the wall. "Twilight Sparkle! We sail down from the night sky to deliver unto you..."

She paused dramatically, during which time a loading bar appeared beneath her snout. Luna’s eyes flicked down, watching it impatiently. She tapped it with a hoof as it slowly filled up. "Hearken to me, loading bar! You shall not make a fool of the Princess of the - Ha ha! It is done!"

"We now bequeath thee with the documents requested! The legal forms!” Luna narrowed her eyes. “It is all in order and in accord. So states Luna!"

Twilight lifted her head from William's member and broke out in a messy smile. She quickly wiped her snout clean and planted a kiss on William's cheek. "Sorry, I really need to take care of this. Uh, be right back!"

William and Rainbow Dash share a confused look as Twilight began sorting through the documents with Luna's disembodied head. She finally retrieved a floating virtual sheet with a grand flourish. "Aha! Here it is!"

"What's going on, Twilight?" asked Rainbow, tapping a hoof on William's thigh.

"I'm sorry, I should have mentioned something sooner, but with William just back now, I wanted to... you know! Do... stuff...”

She coughed. “Like with his dick. Ahem.”

Twilight waggled the document at them meaningfully. “Anyway! I've been making a point of studying bioroid law. It turns out there's lots of other ponies just like us out there. While the laws and regulations for co-existing with bioroids were updated recently to give us greater independence, the necessary social change has been harder to enact."

The Alicorn carefully organised the sheaf of documents into a stack. They whipped around her head as she carefully stored them away in a small virtual folder. Only one remained, hovering in the air before her. It seemed to be causing the Alicorn some considerable amount of trouble, as if being in the same room as it distressed her. "Simply put, there are Bio Droids who aren't doing as well as us. Halfway homes, abusive owners...Even dangerous conditions! I've been spending the last few months offering legal advice to dispossessed ponies when I stumbled on this case. It's... Well, just see for yourself."

She hopped back onto the bed and planted a kiss on William's cheek. "I need to fly out to see about this case personally, so I'll be gone for a couple of weeks.”

Twilight looped a hoof around William’s neck. “I'll miss you, sweetie. But these ponies need my help."

William and Rainbow shared another glance. When they turned back to Twilight this time, William’s jaw was set and beside him Rainbow was grinning like a little maniac. They seemed to have reached an agreement without even needing to speak it.

Rainbow threw the bed sheets off and rapidly leapt to her hooves. "We're comin' with you!" she chirped, doing a little twirling dance of excitement on the bed.

"Well, why not?" mused William. "I'm sure I could be of some use as a legal aide. If you’d have us along for the trip."

Twilight smiled and leaned into the two of them. She snuggled into Rainbow and William's collective hug, dropping her head onto Rainbow's back. "Thank you... My friends."