> Charlotte Shorts
>  by Frocto
> --------------------------------------------------------------------------

> Charlotte As A Manehattan U. Student
> --------------------------------------------------------------------------

Charlotte cast a naughty upturned gaze at the three pony mares currently towering over her. They'd formed quite the tight circle around the colossal-cocked filly, all the better to attempt to give her the sort of reprimanding she was long overdue for.

The stroppy, uptight mares in question were none other than the three Deans overseeing the new classes Charlotte had enrolled for after becoming a student at the prestigious Manehattan U., and perhaps they had just a teensy cause for their outrage. Not that it really mattered to the flippant, teasing Goth, she'd only been following her instincts, after all!

But her instincts were to stuff sluts until they were wobbling beach balls who couldn't even reach the floor! Oopsy! So here she was, sitting in for her lecture in a typical outfit of black t-shirt with something inciting written on it, stockings and a tartan skirt that covered exactly fuck-and-all of her ribald endowment.

The first of her three older mares spoke up abruptly, waggling a finger in Charlotte's absolutely gorgeous maroon face. The Goth let out a little giggle and twirled a finger in her hair, playfully pretending to not listen. Any words of warning she'd addressed to her fellow students before turning them into cum-blimps had gone in one ear and out the other, so why should she be any exception?

The Dean of Economic Inflation was a lovely, well-rounded unicorn, with a pudgy belly and a cultivated manner to herself. She could barely see Charlotte over those great big titties of hers, hemmed away in a simply gorgeous white blouse and jacket with cravat. "Since the first day you've arrived, girls have been bloating up all over campus, young lady Charlotte! Have you and your colossal horse-cock no dignity?"

Well, the Cauldron-marked cutie had herself a little giggle at that, before calmly replying, "It's not like I can really help thaaat. I walk into my lectures and girls are already thrusting phone numbers into my face! I wander back to the dorm room and, heehee, everyone's pulling on strappy sandals, booty shorts and low-cut slips!"

"They're all so thirsty for a filling!" she said, acting the part of the most put-upon pony of all time.

Charlotte slowly crossed and uncrossed her thick thighs, adjusting her skirt in the process. The aforementioned member dangling between her legs, giving a hot little wobble as she took in the sticky scents of three mares in their ovulation period. Each of these girls had at least 10 or more years on her, but they weren't fooling anyone by acting like they weren't good for a rutting. If anything, it was like they'd called this little meeting just to get her alone and all to themselves, no matter the risk. "Mmm, if I wasn't supposed to use my cock so much, why are there so many hips waggling in my face all the time?"

"I shan't hear such lewdness!" howled the Dean of Economic Inflation, covering the floppy ears perched between the coils of her long purple hair.

"I'll handle this," said the Dean of Intellectual Comprehension, adjusting her thick-rimmed glasses. She was another unicorn, with purple and pink hair, wearing a very severe and serious black business suit. Her wide breeding hips were packed into a tight mini-skirt that bulged with the swells of her incredible stocking thighs. "I've worked my whole career to expand the minds and hearts of young fillies like you, Charlotte, stuffing them to the absolute brim with everything they need to give birth to all manner of new learning disciplines! And yet since your arrival three weeks ago, no less than 30 of my charges have wound up pregnant!"

She booped Charlotte right on the nose with a carefully-manicured finger, meeting her gaze directly. "And do you know HOW pregnant?"

Charlotte giggled and swept her hair over her shoulder. Something about the way these girls were talking to her was getting her horse cock up and stiff and needy. Sitting down as she was, the nearly three-feet long rod was stretched across the chair between her legs and dangling down in front of her. It was long enough that the bulbous tip of that mega-cock was almost touching the ground, leaking a steady flow of cum onto all three Deans high-heeled sandals.

"How pregnant?" she asked, trying to hide her smile behind her fingers and failing.

"The smallest pregnancy of the whole lot is six foals, all of them fillies! We estimate all together they'll be birthing 241 young females before the year is out, some of them with cocks on track to be just as mouthwatering as your own! Do you have anything to say for yourself, you flirty filly?"

Charlotte leaned back in her chair and put both hands behind her head. The motion set off a pendulum effect on the rod that had turned countless fillies into pregnant mares, which brought it up and along Charlotte's chest. She shifted her legs slightly, putting her watermelon-sized nuts on top of her thighs. The overflowing seed pods seemed bigger than ever, skin stretched so tight over each nut that they were firm as perky breasts, with barely any space between them. They spilled out across her lap, filling up all the space from her thighs down to her knees and almost all the way up to her chest.

As for that vein-mapped member, her cock came to rest on her chest, sitting comfortably between her over-ripe titty-melons, just under her chin. She was grinning like crazy, rosy cheeks as red as could be. "241... Wow... Oops~"

She scratched her chin, smiling cheekily as the Deanly trio seemed to become even more flustered than before. "Well, mmmn, I only know about making foals, not raising them! I doubt I'll be much help, sorry!"

The Dean of Economic Inflation nodded. "Yes, quite so! It would be best to keep those adorable young things safe from such a... deadbeat parent."

Charlotte shrugged, shaking her head in a "Good grief!" gesture. "Mm, you got me. Deadbeat dad, that's me!"

Last but not least, the Dean of Mammalian Studies And Readings had her say. She was dressed less seriously than the other two, in a long floor-length yellow dress that held her generous figure like a glove. She was cradling a bunny rabbit to her chest, gently petting it as she spoke. "I, ummm... I had something to say to you as well, Charlotte."

Charlotte snapped her fingers, pointing a digit at the shy pinkette. "Shoot."

"Well, as you know, umm... I was concerned about your falling grades, so I assigned you a tutor, but... Ummm!"

"Just spit it out!" urged her two fellow Deans, drawing a shy squeak from the mare.

"Well, umm, she says she can't remember any of the things I wanted her to teach you! And she's started wearing her hair in pigtails, changing her dress style to much briefer outfits and... other things, as well!"

"Ooooh, yeah, I probably maybe had something to do with that!" said Charlotte from around her shaft. Semen was visibly dribbling from the tip now, drooling down the length of her obscenely huge member. The three mares before her were ogling it, speaking more to her fantastic cock than Charlotte herself! The longer they stared, the harder it got to think. Or rather, the easier it got to abandon all thoughts and succumb to the sensual sway of that sizzling pole, succumbing brainlessly to their impending cocknosis.

"Well, it's very naughty of you! You're a very naughty girl, Charlotte!"

Charlotte drummed her fingers down her great big pole, taking in the trio one after the other. They'd moved a little closer over the last few minutes, until now they were crowded around her so tightly that their six huge tits were smooshed together inches from her rod. Like fish on a line, their pussies had led them right to the biggest dick any of them had ever seen. "Well, mm, please don't make me drop out, ladies," she said, a tiny bit of sincerity in the naughty tease's voice. "I really like it here at Manehattan U.!"

The Dean of Intellectual Comprehension laid a fingertip on the shaft of that naughtily-throbbing steely pole, sharing a glance with her two fellows as they plotted and schemed. Within seconds her digit was dripping the hot, sticky cream that had turned this campus upside-down, and into Charlotte's personal breeding ground.

"Wherever she goes, legs fly apart," she said thoughtfully.

"And panties drop in seconds," agreed the white unicorn to her right.

"And bellies, gulp, bulge! She leaves trails of fillies with bright futures bloated like used condoms wherever she goes!" finished the yellow Pegasus.

The duo beside her groaned at that, rubbing their thick thighs together.

"Something must be done about this! As long as this big-dicked filly is making cock-necklaces out of the students of our great educational institution, we must find a way, however drastic, to spare them from its great wrath," the purple Dean announced. Her cohorts were so awed by her noble gesture they both gave her an ovation right then and there!

She folded her arms, running her tongue along her lips. She looked so pent-up she might burst. "Well, as much as it pains me to suggest it, I feel we should..."

"Get down on your knees and take turns draining my nuts?" asked Charlotte, abruptly cutting in. She felt giddy, and even more horny than normal. Her cock was at full erection, aching to be inside the only three pussies on campus she hadn't fucked yet.

"M-May we?"

There was a great shuffling of clothes as they fell to the ground, followed by three sets of silky lace panties simultaneously dropping. Those horny mares closed in like hungry sharks.

---

Some hours later, the door to the Dean of Intellectual Comprehension's office opened a crack and Charlotte stepped out, adjusting her shirt. "Whew! That's some pressure off!" she said, smoothing her skirt down over her slightly-relaxed member.

She cackled as she strolled off down the corridor, leaving the door to swing open on its own.

With the entryway now wide open, anyone who wandered past would come across the sight of those same three Deans from before. They were lying belly-down on the floor, or rather, their bellies were on the floor and they were up near the ceiling.

Each of the three Dean's tummies had been stretched to maximum capacity with shot after frothing shot of the Cauldroneer's cum. She’d blasted her sloshing seed in each of them more times than she'd care to count, packing their wombs with a hundred of more goopy jets of spunk as thick as glue. After she'd fucked them silly, all three of their wombs had obediently closed back up right after, sealing hundreds of litres of her overly-fertile cock-milk inside of them with only a few milligrams of recently-released ovums for company.

Those triply-stuffed tummies audibly sloshed and creaked with the burden of holding so much cum inside. The oceans of cum were large enough to have their own tides, and waves of the spunk packing their wombs peacefully rolled back and forth with the slightest of movements.

As if their inflation wasn't enough of a mark of shame for the three respectable mares already, someone had scribbled insulting words all over their bare bellies in various shades of marker pen. A certain white belly bore the term, "Dean of Sophomoric Impregnation." The purple belly jostling and wobbling against hers read, "Dean of Inter-Erectional Distension." And last, but not least, the yellow pudgy tum cut right to the heart of the matter with "Dean of Mammarian Studdings And Breedings!"

Atop their bellies, the Deans struggled to get any footing whatsoever to allow them to roll over. They looked quite the sight waggling their arms and hooves in the  air, but it just simply wasn't going to work. They'd have to wait for every last drop of jizz to soak into their skin, the entire ordeal no doubt being almost as pleasurable as getting stuffed in the first place. Such a great intake of testosterone would no doubt promote an equally-great oestrogen release, making their curves ten times more alluring and dick-teasing than they were already were.

"Do you think we got through to the poor dear?" asked the Dean of Economic Inflation.

"Not... half as well as she got through us," replied the Dean of Intellectual Comprehension. "You think it'd seem, um, a little desperate if I asked for her mobile number?"

"You'll share it with me, won't you? I simply couldn't ask you to tackle her alone!" pleaded her colleague.

"Come on, sweetie! Roll mommy over!" whined the Dean of Mammalian Studies And Readings to her cute pet rabbit.
> Charlotte And Ash
> --------------------------------------------------------------------------

"And once you've got the magic woven together, you can sort of... twist it... into just about any shape you want. See?"

"I think I get it! Wow, Ashley, you're a crackerjack!"

Ashley winced. His pretty pink sphincter constricted, at the mention of Charlotte's favourite pet-name for him. The number of times she'd giggle-whispered that word into his ears while his smaller body was pinned to the sheet under her larger, sweat-slick curves were too many to count! He realized the magical field before his eyes was losing its shape, become something longer, thicker and much more equine, and he forced himself to concentrate! "Umm... it's Ash, please."

"Ashy!"

"Ash!"

"Ash?"

"Mmhm."

"Okay, Ashley~ Giggle~"

Despite Cookie's apparent empty-headedness, Ash couldn't help but smile. Ever since she'd come to him asking for help with her magical training, he'd graciously obliged her, scheduling a one-hour lesson every Thursday. Just him, her, some magic... and that heaving pair of watermelon breasts of hers that inevitably bulged out of every item of clothing she packed them into. Today it was a keyhole sweater, meaning oodles of blue cleavage was the cause of today's frequent downward glances. What he wouldn't give to swim around in that colossal bust for hours...

And best of all, Charlotte was always out at this time of day! Which meant he had all the time in the world for a slow and gradual courtship before he finally sealed the deal. Soon, he'd finally ask her out on a date!

"You're so smart, Ashley! Thankyou for helping me work on my magic!"

She put both elbows on the table and her head on her hands, a cheeky smile on her lips. "I could just give you a big sloppy kiss!" 

"Ah... Mm." He shifted on his chair, crossing his legs. "Don't mention it, Cookie."

He wished this moment could have continued like this forever, but Ash and Cookie were suddenly startled by the door slamming open and Charlotte strutted in, hooves clopping noisily on the floorboards. Each of her arms were wrapped around the midsections of two hot young fillies apiece, four fillies she reluctantly released so they could come inside. With those wobbling bosoms of theirs, they still almost didn't make it!

"Head on upstairs, girlies," Charlotte purred, swatting the pack of sluts on their bottoms one after another. "I have to go give my assistant a big kiss~" 

She crept over to where Ash and Cookie were sitting, wasting not a moment in playfully draping herself across his chair. She shooshed one of that spunk-anticipating quartet and threw her arms around his neck. "Whatcha doin'~?"

"Oh, I'm teaching Cookie some magic! She knows the basics, but we've got a lot to learn. Looks like you have your hands full too."

She giggled, the smell of recently-drunk alcohol still strong on her breath. "Hoooooo yeah. More than full, mmhmhm. We were gonna have this week's club meeting at Mrs Milk's house, but she's getting the place painted or gardened or furniturized or something... So we're gonna do it here!"

Charlotte planted a peck right on his cheek, easing the tension in her member by grinding it on the small of his back. "But don't worry! We'll keep it down so you and your li'l mare-friend can have a nice study-time!"

"Thanks, Charlotte," he said, giving the side of her face one of those shy little nuzzles that meant he was extra grateful. She was actually leaving him this one! He could have kissed her! "Hey, in that case, how about after I've seen Cookie off, I bring you girls up some delicious hay burgers?" 

Charlotte licked her greedy chops, mouth already watering at the thought of one of her assistant's cooked-to-perfection hay burgers. "Just bring one for me... Everyone else will probably be S - T - U - F - D by then!"

Cookie raised her hand, drawing Charlotte's full attention. Just like Ashley before her, the redhead exchanged most of her face-time for titty-time, with her eyes never once making it above the blonde's throat. "Excuse me, miss Charlotte! What club are you holding upstairs?" 

Charlotte puffed up a little, "Oh, you know, it's the weekly meeting of the Housewives Club For Ad - "

Ash touched a finger to Charlotte's lips, thankfully silencing the hung degenerate. And not a moment too soon!

"But you're not a housewife..." said Cookie, touching a finger to her lips, but by then Ashley was already getting her up and towards the second storey of their home. Charlotte let out a cute little "Ow!" as he got her upstairs so fast the head of her dangling member slapped one of the steps.

---

Sometime later, Charlotte and Ash were relaxing in a steamy-hot tub together in the upstairs bathroom. Both ponies had stripped naked and were now sitting at either end of the tub. Charlotte, with her legs stretched out, and Ash, with his knees pulled up to his chin. He didn't have a lot of room to sit, after all, not with that immense veiny member snaking through the water! 

Had he moved his toes even an inch forwards, he would have pumped one of her volleyball-sized soaped-up nuts, and once he was giving those stimulation he'd have all of 30 seconds before the water was so thick and white it had the consistency of treacle. He awkwardly soaped himself up, trying to look anywhere but her throbbing member. It still looked extra-puffy and sore from the workout she’d put it through today.

He looked at her bare breasts. Boys liked breasts. Ahhh, relaxing, bouncing breasts~

He could have stared at her chest all day, if Charlotte hadn’t addressed him, bringing the dozey boy back to reality. "That girl you had around earlier was pretty cute! You been, like, keeping her under wraps from me?"

He looked down and to the side, avoiding her boiling-hot gaze. The leviathan under the water gave a twitch, as if warming up to the idea of a whole collection of secret babes he was hiding from her. "How many other cute little honeys you keeping a secret from me, Ashley~ What a sly dog!"

"It's just her, Charlotte! Really."

"Ooooh." She shifted in the water, setting off a gentle rocking motion. The tip of her member brushed against his lap, coming dangerously close to his own shaft. After forcing out hundreds of litres of jizz today, her urethra was still slightly-gaping and stretched-out, making it look for all the world like a hungry mouth. A little wobble closer and it could have gobbled his whole dick right up!

"Well, don't worry. I'll keep my hands to myself!" she purred.

"Really? You mean it?" he asked, knowing a “too good to be true” when he heard one. 

She nodded, running her tongue over her lips. "It's cute seeing you two together. Like a pretty little pair of lesbians who haven’t had the right cock draped over their eyes yet!"

His smile fell off his face, but he bit his tongue rather than say anything. She could say whatever she wanted to him now if it meant he might get his dick wet in Cookie later. "Haha. Good joke."

Charlotte nodded and drummed her fingers on her thigh. Then she started grinning. "Actually, I have an idea! I'm gonna be your wingman on this one!"

"My... wingman? Really?"

Charlotte nodded, sitting up in the water excitedly. "I'll tell her how cool you are! And sexy! Stuff like that! She'll be head over heels for you.”

The maroon filly was extra animated now. “Great idea, right?"

"Charlotte, I umm..."

"Come onnnnn," she said, throwing her arms over the rim of the tub. She and the heaving, feminine bosom resting on the water were positively glowing now with thoughts of doing a good deed for the cute little colt. It was hard to say no to that bust, even while a mesmerizing, impossible-large filly-tamer was lurking out of sight right below it. 

"Well, um, sure, I guess! Go ahead, Charlotte."

The darker pony batted her eyelashes. "Mmm, you're gonna love this," she giggled.

---

A few phone calls later (Charlotte was "special" friends with Cookie's mother... and her aunt... and her four sisters...) and a meeting was scheduled. Charlotte trotted up to the cafe table she was meeting Cookie at in just a brief maroon top and a sinfully-tight black miniskirt that bulged over her broad flanks. Her flaccid member, and the juicy fat balls dangling under it, kept up a steady slapping rhythm as she wiggled her way on up to the table.

The blonde bimbo of Ash's dreams was already seated at the table, fanning herself in the midday heat. Even with a wide-brimmed sun hat on her overflowing breast-flesh still peeked out into the sunshine. It was resting on the top of the table right now, giving Cookie's back a much-needed break.

The cafe was cramped enough at this time of day that Charlotte had to sit directly opposite her beau's waifu, crammed close enough to each other that her shaft's flared equine head was resting on Cookie's chair. The blue-skinned unicorn had to part her legs to make room for it, and occasionally fanned between her legs to try to take some of the heat off her thighs. Charlotte could sympathize with the poor filly: on hot days, having a 30-inch member could be like dragging a furnace around between your legs!

After some wiggling and rearranging herself, Charlotte had soon bumped the head of her cock against Cookie's panties and gotten properly comfy. She didn't mind one bit when Cookie's fingers dipped under the table soon after, stroking her shaft like a beloved pet. Must be a force of habit for dick-starved floozies, she supposed!

"So how did you meet Ashley?" Charlotte asked, taking a sip of her tea.

Hours passed as the girls conversed about all manners of topics... But Charlotte was dutiful, and continuously attempted to steer the topic back to cute little Ashley and how delightfully charming he was. She finally hit paydirt when she unassumingly answered one of Cookie's more suggestive questions.

"Miss Charlotte, do you know if he has a boyfriend?"

Charlotte's ears stood up on top of her head. She couldn't help but shake with laughter a little bit. "A boyfriend! You think he's gay?"

Cookie blushed, but soldiered on with her line of questioning. "Well, he just... Seems like that kind of boy. Mm."

"You mean like the kind who wants a big, fat, hard..."

Cookie turned bright-red, hiding her face behind her teacup. "Y-Yes! Yes! Exactly that sort of boy!"

Charlotte felt like her mission to get Ash laid had just taken an unexpected departure from its scheduled stops. But on the other hand, was that arousal in Cookie's eyes? The Cauldroneer knew a thing or two about fillies on the verge of dropping panties and Cookie looked just a few choice words from easing her thick, well-oiled thighs apart. It could be any moment now! 

"Mm, well. Sorry to disappoint," Charlotte began, choosing her words very carefully, "but he's straight. Only likes girls!"

"Oh..."

"But!"

Cookie's clitty gave a throb against Charlotte's flared head. There'd been a few inches of distance between their lower parts when she'd sat down, but the sight of Cookie's wobbling teats had put paid to that pretty fast, and now they were so close Charlotte could feel the girl's feminine juices leaking onto her rod. There was horse-dick room-only between Cookie's legs now. 

"But he ~does~ absolutely luuuurve it up the ass. From me. Dozens of times."

Cookie's face went pale. Then she reached across the table and took Charlotte's hands in hers. "That's so... awesome!"

"Mmm, I just can't help it, really," continued Charlotte, smugly leaning back in her chair. "He might not be much of a man, but as a girl... Mmmf, unf! You know? He's got that thick bubble butt made for sex..."

"And his dick?" asked the lovestruck filly.

"Tiii~iiiny! It's so cute you don't know whether to laugh or give it a pity-petting!"

Cookie eased back into her chair, legs falling all the way open. Her hips shifted forwards, pumping her puss right up against Charlotte's cock. Semen flowed onto, and through, her panties, directly onto her trembling flesh. Cookie wrapped her arms around her chest, smothering her abundant titties to her body. "I wanna see that sooo bad!"

"Oh." Charlotte tapped her chin, looking pensive. She was supposed to be getting Ash laid here, not arranging an audience to watch her fuck Ash. But, well, beggers couldn't be choosers...

"I was gonna pounce him tomorrow night... That's my free night and, eheheh, I can get a little "backed up." Why don't you swing by our place?"

Cookie nodded. "Mmm. I'd love to!"

---

The next evening, Ash, Charlotte and Cookie were seated on Ash's bed. The colt was down to his boxer shorts, and both fillies were down to underwear. He was still looking at Charlotte with an expression of disbelief, despite having had this run by him several times already.

"She's... going to watch you fuck me."

Charlotte was preoccupied with brushing her hair, turning her head this way and that in a mirror. She paused mid-stroke. "Mmhm."

Ash chewed his lip. "'Kay."

Cookie's expression started with one of confusion as the players got to work. That was going to fit in there? Really?

Suddenly, her eyebrows shot up. Then a little higher. Then a little higher. Her eyes widened all the way.

"I better go easy on him," said Charlotte. "He's doin' you after, right?"

"Sure!" giggled Cookie. "But... Nnnnn..."

"What?" asked Charlotte.

"Can you fuck him harder?" asked the wide-eyed filly.

"Oh, like this?" Those slaps became thuds, and Ash whined in protest.

"Harder?"

"Like thiii~iiis?"

"HARDER!"

Charlotte smirked and planted her hands on either side of Ashley's face-down head, chuckling in his ear. "Well, you heard 'er! Sorry 'bout this, cutie..."

A few minutes later, Cookie was drooling on her own cleavage, staring mesmerized at the coupling going on before her. The pony's eyes rolled from side-to-side as she followed the motions of those thrusts, tongue hanging all the way out as she panted.

She peeled her panties off her sticky pussy and got to work with her fingers.

---

Sometime later, Ash was on his back, eyes rolled back in his skull. He was made-up in pretty lipstick and eyeliner and wearing the tattered remains of the dress Cookie had arrived in. It didn't fit him at all, not with the overstuffed bulge of his twenty-month pregnant belly making clothing not an option at the moment. 

Charlotte gave his tummy a slap with her veiny member, making it sway drunkenly to the side so far he almost rolled over! It took a good ten seconds for it to slosh back the other way, equilibrium restored.

Cookie threw herself at Ash, dropping her bosom onto his face. "That was, like, the hawtest thing I've ever seen! I wanna do it! My turn! My turn!"

"You mean you... want my dick?" he groaned quietly.

"Something like that!" she nodded, reminded of the collection of big, spiked strap-ons she'd brought over in her bag just for tonight.

He looked up at her through bleary eyes. The stallion groaned as he struggled to hold down the litres of semen Charlotte had pumped down his throat. The pervy pony had really made him into her private semen tank, driving those wide hips of hers into him over and over until it felt like his mouth might never close again!

He burbled some words that she wasn't able to make out, and a big cum-bubble popped on his face. His head flopped back down onto the bed.

Cookie's sizzling pussy was driving her crazy. She took him by the collar and shook him and down. "N-No fair! Wake up!"

Charlotte shrugged, the mirror back in front of her face and her hairbrush back in her hair. Unlike Ash, who looked nearly fucked into a coma, she seemed hardly the worse for wear. This sort of thing was just a warmup for her, after all! "Looks like I went a little too hard, eheheh. He's totally out of it, sweetums.”

She gave her member a little shake, letting the slowly-drying semen slathering her member ooze down onto Ash’s bedsheets. “Umm, maybe next time?"

Cookie glanced from Charlotte to the door. "Ah! But... But..."

She threw herself into the crook of Charlotte's arm, nuzzling up against the hung pony's breasts. "But I'm so horrrrnnnnyyyy...."

Charlotte tutted. Unbelievable. Way to go, Ash. She set her things down and put an arm around the chesty filly, rubbing her shoulder comfortingly. "There, there. He can fuck you tomorrow, 'kay?"

"But I'm horny noooowwww!"

Charlotte shoved the girl aside and stood up, cock wobbling as she fake-yawned. "Wow, holy fuck, is that the time! I should be goin' to bed!"

Cookie uncrossed and recrossed her legs. She looked like an innocent little angel with her fingertips resting on her kissable lips. "I need somewhere to sleep too, though..."

"Mm? What about in here?"

"The bed's too sticky!"

Charlotte groaned, already knowing where this was going. "... Couch?"

Cookie stood and wiggled right up to the taller girl. She gently finger-walked her digits along Charlotte's chest as she put on her best kissy "I want something" face.

"Can't I sleep in ~your~ bed? Pweeeeaaaase?"

Ash lifted his head, trying to say something and not able to form the words. All he succeeded in doing was popping another cum bubble all over his face and mane. But the look of alarm in his eyes told the two girls all they needed to know.

Charlotte rolled her shoulders, sending those big, dark titties of hers a-jigglin’. "Hold on... Don't want the cutie to, ah, see this."

She reached out for the heaving, fleshy orbs decorating Cookie’s chest. With one smooth motion, she helped the bimbo out of her bra and dangled the brief garment over Ash's face. For a single, solitary moment, he was able to behold Cookie’s splendid chest in its full beauty.

Then, with a little "Hup!", Charlotte dropped the bra across his eyes, plunging his world into darkness.

"Okay, let's go, cutie!" she giggled, followed by a loud slap of flesh that was no doubt Charlotte getting a commanding grip on Cookie's huge, fat ass. The last thing Ash heard before he passed out was the creak of the door opening, then the pair's giggles vanishing off down the corridor.

> Charlotte Is Interviewed
> --------------------------------------------------------------------------

It was a beautiful day in the Ponyville countryside. Birds were composing sonnets, grass was stretching its way up towards the sky, and the good fillies and colts of Equestria were basking in the warm sun. So nice! So peaceful.

It was precisely this sort of Dullsville scenario that Sticky Keys had feared the most! Investigative journalism came so rarely to charming little rural hamlets like Ponyville, and the rumours of an exciting serial cumflator seemed to have been totally unfounded!
 
The silence hanging over those lush fields was suddenly run right through, the birds drowned out by Sticky’s nasal tone. "Keep that camera locked, Fingers! I want you focused for when this joint gets jumping!"
 
This curvaceous, blonde pony liked to dress as sharp as she talked, sunflower-yellow body poured into a purple, white, and lavender sundress patterned with carnations from top to bottom. The dress had been a careful pick, and she particularly delighted in how the plunging neckline fit her ample bust like a dream. Sticky Keys had a considerably deeper cleavage than the average pony, and despite the best efforts of her mammoth jugs to stretch her top out from the inside, the skin-tight garment kept jiggling to a minimum. Titty-wobble, while present, was kept carefully under control... appearing only juuust enough here and there to keep the viewers on the edge of their seats!
 
That was "titty-wobble" as in her big, all-natural and bouncing bust, and not the famous unicorn model Titty Wobble from uptown Manehattan.

For some dedicated news watchers, it was excitement, and for others it made for a soothing, relaxing sight. Any stress they’d been feeling when they settled down to tune in could be swiftly resolved with nothing more than a nice, long breast-gazing session, generously provided by their favourite reporter.
 
She had a fashionable blazer on over the dress, oversized pink sunglasses balanced on her snout, and walked on form-fitting, knee-high go-go boots. A simply sensational look, if she did say so herself!
 
"Now... Be honest, how am I lookin’?"
 
A mousy filly, struggling under the weight of a camera almost as big as she was, gave Sticky Keys a thumbs-up. "You’re swellegant as all get-out, Sticky! The cat's pyjamas!"
 
Sticky swayed her hips in a circle, pumping her fists in excitement. Days like these made her glad to be a journalist! "Now Fingers, you just can that lip! Reckon I’m fine just bein’ elegant, so we’ll leave the rest of it to those Ponyville squares.” 
 
She pushed her specs up her face and settled her eyes on the camera. Her natural prey. "Now, it’s about time we get these jive-ponies hep to what's fresh."
 
Sticky Keys drew herself up to her full height, adjusted her cleavage and began those blissful orations that had landed her in Manehattan Magazine's Top 10 Reporters. "Greetings and good-day to all you funky kittens out there in Ponyland! We're reporting to you live from the Ponyville countryside, and boy is it a beautiful day outside!"
 
She narrowed her eyes and leaned conspiratorially towards the camera One of her trademark moves. "Hard to believe this is the domain of one of Equestria's Most Wanted, the one they’ve taken to calling the ‘Ponyville Prowler’! A villain who reports claim won’t stop until every last mare in town is a sloshing spunk-tank!

“Now let’s get a shot of this beautiful countryside. Can it really be possible that this peaceful little hamlet would be chosen as the target for the biggest Cumflation Caper of the decade?”

On Sticky’s instruction, Fingers began sweeping the camera’s lens over the length and breadth of the sunny meadows. And it was during that very same sweep of the verdant green vista that Fingers suddenly froze stiff and squeaked: within seconds, she was peeking up over the top of the camera, gesticulating for her boss to hop on over. 

“Quit wigging out, Fingers! We’re doin’ this live!” groused the top-heavy reporter as she swaggered up to the smaller pony’s side.

“Just eyeball it, Sticky! Ponies!’

“These had better be some way-out wild ponies if you’re crashing the scene over them!”

Sticky Keys leaned down so far her bosom just about toppled the camera. She peeked on through and this time it was her turn to gasp. 

At first glance, it looked like the gods were having a giant-sized game of pool. In a far-off spot between two great hills, six enormous, well-rounded spheres appeared to have been tastefully arranged around a picnic blanket and a few small, cute baskets. It was only when Sticky looked closer, and realized those same spherical bodies had stumpy little arms and legs sticking out of their topsides, that her jaw dropped and her eyes sparkled.

"O-Oooooooh~" She glanced sideways, her expression of glee mirrored on Fingers’ face. “We got it made!"

Six ponies, each a different colour of the rainbow, had had their bellies blown up to unbelievable proportions. A cum-hose had been gushing here recently, recklessly and determinedly pouring out thousands of litres of sticky, warm ejaculate like those goo-factories had a deadline to meet. And who better to receive all that frothing, bubbly batter than Ponyville's adorable, rosy-cheeked damsels? Except after all that gushing spunk they were more like rosy-cheeked blimps! Every last pony was immobilized by her own prodigious belly-dome, rendered fully nude as dresses, shorts and every other garment they'd been wearing had exploded off their rapidly-expanding frames.

Sticky had to act fast. That Belly-Bulging Bimbo-Breeder might still be on the scene!

"Quick, stable the gab. Let’s get down there!”

Sticky Keys and her assistant quickly hoisted the camera between them. Grunting and straining under the object’s weight, the duo darted over the hills towards that distant, far-off scoop.

It was just a few minutes later that they touched down on ground zero of the maniac’s sex-fueled rampage. 

It bears mentioning that while ponies had developed video cameras that employed a considerable amount of magic in transmitting sound and images to onlooking ponies back home, they had not yet mastered transmitting smells. And Sticky Keys’ viewers at home would have been extra grateful for that if they had known how truly... unique... the picnicking spot smelt right then. They would have been gagging, pinching noses and doing more than their fair share of retching as a pungent squiddy stench overpowered nostrils far and wide.

In the great stink's absence, thousands of onlooking ponies were instead left with a vision of the once-tranquil Ponyville outskirts turned into a scene of utter excess. Every which way they cast their keen, investigative gazes, there were more clues that whoever was behind these rampant cumflations had definitely been here recently. Picnic baskets had been tipped over by arctic blasts from a well-fed cum-cannon. Semen was splashed up tree-trunks to their highest branches, tweeting birds still plastered to the wood. And, of course, those groaning, cumflated ponies. 

It fit with everything Sticky knew about her target’s M.O. 

A serial cumflator like this one would be totally self-absorbed, drunk on her own sense of power and completely reckless in where she splashed about her seed. Even something as fiendish as interrupting the day of some happy picnic-going ponies wasn’t beneath her! Tummies that had been intended to hold tasty sandwiches and fizzy lemonade were now bloated with oceans of off-white goo, stretched and distended until they literally couldn’t hold another drop. 

Sticky tread carefully, making sure not to touch any of the spider-web thick splatters of ejaculate. She was careful about stepping in the puddles on the ground: the liquid was so thick that it was impossible to tell how deep they were. Fingers had made a perfect example of the risks when she’d accidentally placed a high-heeled hoof in what only looked to be a dinner plate’s worth of spunk.

While Fingers freed herself from what she could only think of as the world’s biggest wet spot on the bed, Sticky was already casting her eyes towards the far end of the clearing, where a pony was laying on her back. 

It took the reporter a moment to realize exactly what she was staring at. At first she’d thought it was a pony’s head sticking out from beneath a particularly fat elephant, but Sticky soon realized that head and belly both belonged to the same pony! Each of the pony’s struggles were accompanied by the great bulge sloshing like a distant tide, looking precariously ready to topple over at any moment.

As much as the captive mare would have obviously liked to have gotten her thousand-litre belly off her back, however, a rather large weight was keeping her pinned. A maroon unicorn was seated on top of her, strong red thighs fully apart and each bare hoof slightly sunk into that squishy tum. She actually looked kinda normal from the neck-up, aside from lots of cute skull-themed jewelry, extending to hairpieces, a choker, and some earrings. 

Oh, and the seriously huge tits stretching out her battered old T-Shirt. Couldn’t forget those!

The shirt itself bore the legend, “WARNING: CONTENTS UNDER EXTREME PRESSURE. HANDLE WITH CARE!” with an arrow pounding downwards. As warnings went, it seemed pretty justified! Heck, she should have rustled up an XXXXXXXXXXL line for those mares littered around her to wear: one or two of those bimbos looked one wrong move away from popping, tummies stretched thin as a Flim Flam-brand condom.

Sticky watched in awe as the pony swayed from side to side atop her victim. Her hooves were slightly tucked under her immense pair of nuts, heels sunk several inches in on either side. She kept them planted right on that huge domed belly beneath her, alternating tensing one powerful leg muscle after the other. It pushed her hooves down, and kept her perch swaying playfully from side to side like a swing set. Sticky was shocked: it hadn’t been enough to pack this cute filly with cum, now she was using her like a seesaw too!

Of course, she couldn’t have sat more primly if she wanted to. The redheaded mare currently seated atop that great big cum-receptacle gut had, without question, the largest sperm-producing seed-pods Sticky had ever laid eyes on. Had the unquestionably-selfish pony been standing down on earth with her, that infinitely productive cumsack would have been swishing inches from the ground with each step, grazing blades of grass in the process. They sure didn’t make nutsacks like that ‘round Manehattan way.

Her sack was, of course, perfectly smooth and beautiful, with only a smattering of veins tracking its girth. And, of the veins that were there, all of them seemed appropriately sized for the spunk-filled fiend, each twice the thickness of one of Sticky’s fingers. 

When Sticky laid eyes on the cheeky-looking unicorn’s industrial-sized member, the last piece of the puzzle fell into place. Like those nuts before it, it was the biggest cock she’d ever seen, with a medial ring that reached the smug pony’s dirty T-Shirt slogan, and a head so heavy it lilted to the right. The myriad great globules emerging from that fire-hose cock were so weighty and thick they clung to its girth all the way down to the base.

This is it, Sticky thought. This spring chicken just earned herself the Ponelitzer.

Sticky stepped closer, awestruck before the mighty scepter of power. Her mouth hung agape like an obscene little landing strip, just perfect for packing with throat-bulging feet of hot maroon member. Soon she found herself standing at the base of that obscene shrine to virility, close enough she could track her fingers up the gray mare’s perfectly-spherical form.

She had to get close enough to interview this marvel of Equestria, ask the big questions.

Sticky Keys raised her microphone with a trembling hand, holding it up towards that big-grinner. “May I ask your name, Miss?”

“Charlotte~” the pony answered, tucking a hand behind her neck. The cheeky imp used the kind of playful tone most ponies saved for answering roll call, and followed it immediately with the most charming little chuckle either of her captive audience had ever heard. Even knowing Charlotte was a serial cumflator, it was strangely hard to stay mad at her! 

So what else could Sticky Keys do but keep on coming closer? She looped a finger in her microphone’s cable as she approached, swinging it in nervous little circles. Even in Equestria, a land overflowing with swingers, good-time gals with jaw-dropping chests, and promiscuous ponies, Charlotte occupied a different class of sexuality.

The reporter glanced back at her lens-toting assistant. “Don’t stop that camera rolling, babe. No matter what happens.”

Sticky gulped as her imagination wandered to just exactly what this well-endowed mare could do to her if she wanted. Irregardless, she turned back, stood up on tippy-toes and extended her microphone up as far as she could reach. “Well then, it looks like I caught you red-handed, Ponyville Prowler! Anything to say for yourself?”

“Hmmm...” Charlotte tapped her chin with the finger of one hand, considering the question carefully as she probed and prodded her immense member with the other. It wasn’t masturbation; the hung unicorn would be crazy to have to resort to self-stimulation for a stallionhood like that when there were so many curvy lookers around Ponyville to jam it into... So she just drew patterns on its surface, lightly needling her shaft with her fingertips.

It responded with real weight and heft to each touch, dispelling any doubts Sticky might have had that it was perhaps some immense prosthetic being used for a prank on the media. No, this shaft was real... It was leaking more than enough cum with each of Charlotte’s gentle touches to confirm that!

“Welllllll... For a start, you might wanna get outta the line of fire? Heehee~”

Charlotte certainly had a point there! Sticky was standing directly under her pole, and each flick of Charlotte’s fingers along that big equine shaft released another flow of leaky goop from the tip of her member. With semen in her mane, on her dress and now all down her back, it was getting to the point where Sticky found herself wishing she’d brought an umbrella! 

The blonde-maned reporter examined some of that gooey spunk on her. It had an almost otherworldly consistency, more like thick Smooze than anything that should be firing out of a cum-cannon!

Sticky paused to clear her throat of the invasive gunk that had somehow made it into her mouth, her mind racing to refocus. Just how was she supposed to ask the hard-hitting questions when every time she opened her mouth, pint-glasses worth of thick horse cum oozed into her mouth, down her throat and settled deep in her defenseless belly?

“Glk - augh... Listen up, pops, you better not be thinkin’ I’m gonna let you fly the coop, just ‘cause of a little rain! I’ve got you riiiight where I want you, Daddy-o!”

Charlotte petulantly bumped her hooves against that cumflated belly, sending ripples through the surface of the inflated dome. “Pops! Daddy-o! I’m younger than you!”

Sticky turned back to the camera. “You heard it here first, groovesters! The Ponyville Prowler: a misguided youth driven to a life of crime!”

Charlotte tapped her chin. She could have some fun with this one.

“Oh, um, yeah... ‘Ponyville Pounder’ or whatever, that’s me! I’ll even give you the exclusive scoop on the whole story, if you just come a little closer...”

“Closer... Right...” stammered Sticky, her confidence fading. While they had been talking, rivulets of cum-splatter had been turning the lenses of her sunglasses a solid white, leaving her more and more blind with every thick, white drop. It was getting hard to keep the interview professional: at this point, she could barely see!

Well, there was no time like the present. Turning her head away to minimize the splash, Sticky took a wild guess on where to point her microphone to get Charlotte’s comments on tape. This already felt like it was going to end in disaster, but she pressed on nonetheless. Her concerned feelings only developed further when she heard a wet “ploop” sound a moment later.

Glancing up again, Sticky could see all she had succeeded in doing was accidentally sinking the very expensive piece of recording equipment deep between the mare’s exercise ball-sized nuts. It pushed into those twin white goo-containers for all of a few inches until - 

Crunch.

Sticky cringed inwardly as an errant wobble from the dangerously overloaded seed pods clamped them together around her microphone. Before she could even think to respond, Charlotte’s nuts worked with all the strength of a minotaur to drag the microphone out of her hand.

Charlotte grinned as she smoothly brought her strong thighs together. Sticky could only gape in disorientated confusion as her microphone was swallowed up deep in the slimy depths of Charlotte’s sack, followed by the distinctive “crack” of the newspony’s hard-earned bits going out the window. When Charlotte’s nuts wobbled a second time, they deposited a few pieces of broken, twisted metal fragments into Sticky’s outstretched hands.

“Oops. Heehee~”

Charlotte should probably have felt a tiny bit bad, but it was proving pretty hard for her! What pony wouldn’t take an opportunity like that to show off on live TV? The look of horror on Sticky’s face as Charlotte literally crushed her microphone with her nuts just had her sooo pumped!

Pumped and horny. Veeery horny. After having so easily crushed another pony’s toy, Charlotte wanted to see what else she could wreck.

As she watched Sticky drop the remainders of her microphone into the lake of cum pooling around her hooves, Charlotte smiled. She rolled herself off of the pinned mare’s big belly and dropped forwards, using Sticky to cushion her fall. The impact knocked the wind out of the top-heavy city gal, who landed on her back with her hooves and arms akimbo. It almost went without saying that her tight-breasted dress only narrowly avoided disaster, bulging with the effort of constraining her wobbling bosom. Half her buttons gave up the ghost right then and there in a series of pops.

“Oof! Mmm!”

Sticky voiced a few protests, enough to prompt Fingers into wiggling her way over... but Sticky quickly shot her hand up in the air, pointing a finger at her crewmember. “I’m hip, Fingers! Keep rolling!”

Then she turned back to Charlotte. “Hip” might have been a bit of a stretch, really. 

“Sorry I broke your thingy... But you don’t mind as long as you get your story, right?” Charlotte whispered in Sticky’s ear. The mare caught beneath her jabbed a finger in her cheek.

“Yoooooooouuuu! You dippy-ass dolly! You need to cool it!”

Charlotte waggled her hips a little sheepishly, then leaned in close. “Mm. Yeah, that ain’t happening... Here, lemme make it up to you.”

Charlotte hooded her eyelashes and leaned in. Sticky’s eyes widened, and she leaned back, tossing her head this way and that. But there was no escape, not in these closed quarters. “Wait - waitwaitwaitwait... Mmmph!”

Charlotte planted a sizzling kiss right on her new marefriend’s mouth, trying on every last inch of that primo real estate. The tongue that had soothed a nation with its nightly reports was now wrapped around Charlotte’s slimy, uncivilized oral member. It was drooled all over and squeezed until Sticky was panting and whimpering.

When Charlotte broke off their kiss, Sticky was left with barely more than an expression of overflowing pleasure. No matter how many times she saw it, the the big-dicked pony might never got tired of that look.

“Heheheh, you’re lookin’ better already.” Charlotte tapped her nose. “It’s too bad I can’t understand a damn thing you’re saying, ‘cause those curves are a treat.”

“Hlaugh...” drooled Sticky.

Charlotte propped herself up on her breasts, folding her arms on Sticky’s rack. “Hmm~ But you know, even though you’re mad about your microphone getting broken...”

She bounced her head this way and that, eventually busting out the glossiest, whitest grin either of the other girls had ever seen. She was beaming. “You’re the one who came out here hunting for a dick thicker than your thighs, you know~ What, you aren’t getting enough action back at Manehattan, so you come all the way out here with panties ready to drop?” 

Well, those particular taunts dug deep enough to drag Sticky back to reality. She wiped the slobber from her mouth, glaring down her snout at Charlotte. “L-Like heck, dude! I came out here chasin’ the scoop, not to get wolf-whistled by a mare more dick than dame! Unhand me!”

Charlotte mock-gasped, eyes popping open. She slapped a hand right over Sticky’s mouth. “Language! Goodness gracious, you have children watching with that potty-mouth?”

“Hrmph-hmph!” Much as Sticky would have liked to protest, someone had finally shut the beatnik babe up. “Hmhmhm!”

“Well, since you’re so curious about it... Maybe I’ll give you a live demonstration.” Charlotte began climbing her way up off of Sticky. The reporter gulped as that equine shaft rose up directly over her face, blotting out the sun.

---

Just a few minutes later, the cocky unicorn had her new cumtank bent over at the hips, mounted on her butt and balls-deep inside. Sticky’s dress had long-since rode up over her hips, baring the Cutie Mark adorning her considerable hips - beret and cigarette holder crossed like a family emblem - to the whole wide world.

Charlotte held Sticky’s arms far behind her back, keeping the dizzy gal docile, tame, and full of cock. She had to really work to repeatedly pack her member nice and deep into the comparatively tiny space provided by the circumference of Sticky’s great big hips.

“Hahh... Hahh... Just what are you planning next, Prowler? What... ohfuck-ohfuck-ohfuck - ohfuckfuckfuck... What... way-out wasteland... nnnh!... is your crime spree spreading to next?”

Charlotte tossed her head and thrust so deep into Sticky her hooves lifted right off the ground. “Mmm, I dunno! Why, you wanna get there before I do?”

“No!” Sticky redoubled her efforts to stick to her hardest questions. “Why can’t you be satisfied with having a modest, normal-sized member, Prowler?”

Charlotte smacked that wiggling butt, leaving a bright-red handprint. The abrupt pain was all the stimulus Sticky’s body needed to want this stud’s cum, and she grew deviously pleasurable around Charlotte’s thick cock for a moment. Practically begging for cum. “Why can’t you?”

All Charlotte got in response was a volley of lewd-ass howling. Sticky sagged, only held up by her arms dragged behind her back. Her tongue dangled out of her mouth, their shared sex-fluids seeped into the grass around them. 

Sticky felt fingers cupping her chin. Charlotte lifted her face, the evil pony licking her tongue up the side of Sticky’s drooling face. “Mmmn, come on, stay conscious for your interview at least! Don’t you have anything else you wanna ask me? Hobbies? Three sizes?”

Charlotte winked to the camera. “That’s thirty-six inches long, twenty-four inches around, and two thousand gallons! In each nut!”

Behind the camera, Fingers blushed the hardest she’d ever blushed in all her life. 

Charlotte glanced back down at Sticky, pleased to find the reporter still semi-comatose. She grinned, tossing the poor gal’s chin from thumb to forefingers and back. “Damn, you got anything left in that brain of yours at this point?”

Sticky tightened up around Charlotte’s invading shaft in time with her defiance. “The... The footage will speak for itself! The world will see all of it...”

“Wow! What a slut! Even if I do... this?”

Up until now, Charlotte had been giving Sticky less than a third of her member. She worked on upping that number.

“No. No! Nooooooo!” cried Sticky.

---

“Yes! Yes! Yesssssss!” howled Sticky. As it turned out, her stomach was more accommodating than either of them could have guessed. 

Afterwards, whenever Sticky recounted the encounter to a passel of jealous mares, she distinctly remembered the way she’d toppled forwards under the brute force of Charlotte’s barbaric thrusts, and how she’d expected to end up bonking her head on the hard ground. And her shock, and the sense of perverted delight, when her own sloshing, cum-filled belly cushioned her fall, and she was able to lay on top of it. Sticky wrapped her arms around the great bulging weight, squeezing it tight, burying her face in it, feel herself get bigger and bigger and rounder and fuller...

“Ooh! Ooh!” The reporter was beside herself with glee, eyes rolling and tongue stretched all the way out of her mouth. “Oooooh! This is so outta sight!”

“Is it, like, totally righteous, Sticky?” squeaked Fingers from her side. 

“It’s fantabulous!” Sticky screwed herself back into Charlotte’s lap, rolling her hips in long, slutty circles. She rolled back and forth along her own cum-stuffed swell with each thrust.

“Oooh, I’ve got the jitters just watching you! Miss Charlotte, promise you’ll get in me next!”

Charlotte tossed her mane, and followed it up by giving those big jello cheeks of Sticky’s a flat-palmed slap. Her tongue was half-out, and the sex-addict looked a little harebrained herself after so much fine-ass treatment. She offered Fingers a glassy-eyed stare, even as she wiped the sweat from her sticky brow. “Nnn, yeah, ahhhn... Just, ah, just keep that camera rolling...”

Fingers gushed her agreement, bringing the black box a little closer to the action. For an uninterrupted span of a dozen or so seconds, all the viewers at home would be forced to take on an unscheduled commercial break for Charlotte’s ridiculously-oversized member: they had a crystal-clear perspective on every single bulging vein along that stupendous shaft.

“Ohhh, I’m diggin’ on it! Hold me, Fingers, and don’t let gooo!”

As much as Fingers would have liked to do so, Charlotte let out an almighty whoop behind her and set that member of hers to putting out the almightiest gusher yet. The naughty pony hadn’t been paying a lick of attention to either of them.

Sticky Keys howled long and lewd as a great geyser of Charlotte’s thick seed drove into her stomach. It struck the far inner lining and gushed in every direction. As ladylike and posh as Sticky liked to be on the outside, her insides were now well on their way to becoming a white-soaked swamp of ejaculate.

The residue hadn’t even settled before Charlotte bucked her hips again and a second shot followed it up. While at first the horny pony wore Sticky’s insides like a glove, a few more gushes and Charlotte’s new toy had become a lot more elasticized. Sticky delighted in the orgasmic sensation of her tight stomach responding to Charlotte’s need to dump her cum like an eager-to-please cutie on prom night. She rode it out, completely blissed. 

She wasn’t even half done cumming, as if she’d been backed up this whole time. Charlotte gave Sticky the biggest shot yet, and Fingers caught every detail, down to the individual blades of grass getting crushed by that expanding pony-tummy. The camera sublimely sampled every last creak, groan and slosh and broadcast it all across Equestria. 

“Whew~”

Charlotte eventually eased herself out of Sticky, standing back and admiring her handiwork. The second she was out, a gusher of semen rapidly followed, arcing delightfully through the air. 

In front of Charlotte, Manehattan’s #1 reporter was still blasting cum out of her butt, drooling on herself like an animal. Blushing, Charlotte stepped towards the camera, laying both hands over her still-shooting member like that would even begin to cover it up. The gravity of the situation, and the fact she’d just fucked the viewer’s main point of contact into a stupor, looked like it was just sinking in on her.

The silly Alchemist raised both her hands in a mock shrug. “Eheh. And, uhh... now, the Weather!”

> Alchemist Fair Part 1
> --------------------------------------------------------------------------

Much like any other bright, bouncy young lady, Charlotte’s boisterous voice often preceded her entries. Today was clearly no exception: Ashley, Charlotte’s personal assistant, found himself jolted from cleaning duties by a high-volume bout of cheer. 

“Mail’s heeere~” Charlotte sang, walking on sunshine as she swayed on through the door with a swing in her hips. The peppy pony walked with a fat stack of letters tucked under her arm, and something even fatter swinging between her powerful thighs. Charlotte’s shaft liked to constantly make itself known, bobbing and swaying with every strut. 

“Sorry I took so long!” she laughed. “I caught the mailmare at the box, and we spent a little too much time shooting the breeze.” 

“I’ll say!” Ashley retorted, tucking his feather-duster into his floral-printed apron. “You were gone so long, I had time to dust after mopping!” 

He looked over, eyes briefly darting down towards ‘little’ Charlotte swinging along with her hip-shaking rhythm. He gulped when he saw the flaccid member not at all hidden by Charlotte’s miniskirt. 

Charlotte did some checking out of her own. She purred at the sight of her boytoy in her favorite apron. It didn’t take a lot to set Charlotte off and, like clockwork, a drop of milky cum pearled at her member’s tip. 

Ashley issued gulp number two. “And, um… if you could, please try not to make any more messes...” he added quietly.

“No promises!” Charlotte winked, still moving to the groove. She hip-checked Ashley with a giggle, squishing up against his own generous rear, and held out a fistful of periodicals. “Enjoy your magazines, Ashy-boo. I’ve got so many orders I’ll need to get brewing straight away if I want to make a dent in them!” 

“I - I will, thank you!” Ashley stammered, a rosy-red blush painted on his cheeks - both top and bottom. He pored quietly over the mail as Charlotte shimmied her way upstairs. A few pairs of letters were stuck squishily together from where Charlotte had clearly been shooting much more than the breeze, but Mane Care for Very Manly Stallions and Bottom-Heavy Bi-Weekly remained high and dry. Not to mention…

“What’s this?” he murmured, pulling out a glittery pink envelope. “To... Ashley...” 

His misty eyes sparkled. “That’s me!” 

In a rush, Ashley tore the letter open without a second thought. He buried his nose in its contents, carefully reading. “The esteemed Alchemy Council of Manehattan formally invites you to… Oh my gosh, oh my golly gosh! Chaaaar-loooootte!” 

At the top of the stairs, from around the corner, a pair of thickly-puffed maroon ears perked up considerably. The mare previously trotting her way to the lab held up all of a sudden. 

Ashy had Charlotte's full attention. 

"The Alchemist's Fair in Manehattan seeks to create a forum where the greatest scientific minds of all Equestria can gather, congregate, and exchange ideas back and forth... Sponsored by the city's elite..."

Ashy hardly dared to believe the words printed on the document, official as they might have looked. How could he? He was an apprentice to the notorious Charlotte, whose reputation for crafting potions and elixirs overshadowed his a thousand times over... and all talk of her potion-making was overshadowed by her reputation for certain other things! 

Yes, it was hard to discuss the subject of mixing magical brews in Ponyville without the conversation swerving toward the much more potent concoctions churning in the balls of that diabolical inflatress. Ashy would have expected a Court Summons before an invitation to a grand gala event.

He leaned further forwards, soft and pouty mouth moving as if to kiss every word, when it wasn't hanging wide open, that is! 

When he was finally done, a sweet sensation suffused Ashley’s whole being. He clapped a hand to his cheek, misty eyes pinched half-shut with happiness. Ash's dinky horn sputtered and sparked with excitement. He hardly even noticed his mane had come loose, long tousles of silky-softness spilling this way and that.

But then...

His delight was cut short as Charlotte snatched the paper from his hand. In his delirious happiness, he hadn’t even noticed her clopping down the stairs to stand before him.

"What do we have here, mmm? Finally heard back from Cloppendales?" Charlotte teased. He tried to snatch the letter back, but she danced away from him. She clip-clopped this way and that, the naughty harlot effortlessly keeping the paper out of his grip. 

“H-hey!” Ashley grabbed for it, hurling himself against Charlotte’s body... and nearly bouncing off the soft swell of her package. Charlotte had a few advantages over him, to say nothing of the difference in height and weight. Even his most desperate efforts were more a source of humour for her than concern. 

"Give it baaaack!" sniffled the little stallion.

Charlotte chewed her lip. Her eyes rolled back slightly, a bright blush rising to her face. She just couldn't control herself when he begged like that. "Soooorry, Ashy. It's mine now~! Mine, mine, mine!" 

Charlotte laughed sweetly. She planted her free hand on Ashley's face, her much longer arms extremely effective in stunting his efforts. He started out straining against her hand, then wrapped his hands around her bicep and squeezed. “Nnhhhhh... Give it baaaack~” he whined.

Charlotte laughed coyly. "Oop. You know I can't help myself when I see you have something I want, sweetie!"

She bumped him with her breasts, firmly pushing the stallion down. Satisfied, still smiling and wiping the tears of laughter from her eyes, Charlotte looked at the paper. 

She frowned. "Huh."

Ash touched his fingertips together, looking meek all of a sudden. He didn't quite like that tone.

"What is it, Charlotte?"

“‘You have been invited by the ‘Alchemy Council of Manehattan’ to give a guest lecture on...’” Charlotte paused, and when she spoke again her voice carried obvious disbelief at the message’s contents.

“‘Your experiences... and interactions... with hyper-virile mares?!’ What does that even have to do with alchemy, anyway?” she scoffed. Charlotte glanced sideways at innocent, wide-eyed Ashley.

Ashley pumped his fists. “Lots of things! Having your experiments washed away by off-white flash floods for one thing!”

Charlotte rolled her eyes as she continued to read. “‘The fledgling society, sponsored for the first time by Manehattan’s own “Madame Mystique”, is an opportunity for alchemists bold and bright to share their extensive knowledge with the...’ blah blah blah...”

Charlotte struck the paper with the back of a hand, frowning. "This all smells a little fishy, if you ask me."

Ashley harumphed, and stuck his tongue out. “The only fishy-smelling around here is your bedroom! And the couch! And the kitchen table!” 

He might have stomped away, if not for a stray thought occurring to him out of the blue. 

“Waait a second!” Ashley said, putting on a small, yet sly smile. “You’re just jealous I got invited and you didn’t! Well, I can’t help it if the Alchemy Council recognized I’m the better alchemist!”

Charlotte coughed. She didn’t want to hurt the poor colt’s feelings, so she shifted her weight, moving to stand between him and the shelving on the far side of the room. Behind her, the wall positively glowed with shelves lined with Charlotte’s awards and certificates and trophies for Alchemical Excellence… and a dinky, bronze-plated Honorable Mention plaque for Ashley at the end. 

She could have pointed all that out... but it seemed terribly rude to pop Ashy’s bubble so easily. The last time she’d mentioned something like that it had ended in a whole day of the big-booty stallion flopping about his room, only to be lured out in the evening with promises of a big tub of icecream. 

It had all gone straight to his thighs last time, and doubtless would again. 

Charlotte twiddled her fingers together. What to do, what to do… “Well, when you put it like that, Ashy, maybe you’re right!” She handed him his letter back and wrapped an arm round his neck. She firmly squished his cherubic cheek up against her warm, inviting bosom. “I guess it’s time everyone finally noticed just how good you are at handling fluids!” 

“H-huh?” Ashley stammered. He’d have expected any reaction out of her but that! 

Despite what he’d said a moment ago, Ashy doubled back. “You’re not mad? Really? I mean... They think I might be a better alchemist than you...”

“Noooo, of course not!” Charlotte rebutted. She angled him ever so slightly away from her trophy shelf. “In fact, I want to come with you and cheer you on! You’d like that, wouldn’t you?”

“Yeah…” Ashley whispered, his eyes starry with the image of adoring alchemists cheering his name. The idea of all the prettiest, most talented apprentices in the field hanging on his every word had him shaking with joy, hysteria, or both. “Yeah, I will! I might even need your help carting back all the trophies they give me!”

“Mm!” Charlotte agreed. “And just because you’re my sweet Ashy-boo, I’ll even get us a nice, big hotel room, with a cozy bed and a do-not-disturb sign! Juuust in case you find yourself any adoring fans~” 

“Adoring fans!” Ashley gasped. Without wasting another second, he wriggled himself out of Charlotte’s grip. He dashed up to his room, dainty hooves clipping and clopping on the stairs. “Pack your bags! We’re off to Manehattan!” 

---

Well-grounded suspicions or not, Charlotte was very happy to be back in Manehattan. 

The bright and glamorous city held allure for even the most rustic of farm-ponies... so it didn't take long for a high-life-lovin' gal like her to forget her troubles and drink in all the sights and sounds.

And besides, Ashley beside her quickly made him the perfect foil for her excitement. For possibly the first time since they'd met, she was the drop in his bucket... any amount of lip-biting giddiness Charlotte displayed paled in comparison to the way the stallion gawked and gaped over every little thing, waggling his tail as he plastered his nose to various shop windows. It wasn’t long before her purse felt the ache of all their impulse buys, but the big smile on the stallion's face as he tried on new outfits - tight spandex pants in particular - was surprisingly infectious.

They checked in at the hotel, dropped off their things and enjoyed a pair of long, leisurely washes. Changing into their pyjamas, the two chatted amicably before finally collapsing onto the room's only king-sized bed together. 

Too tired to do much of anything, they drifted into a deep sleep, Ashy's head cradled to Charlotte's chest.

---

Come next morning, Ashley awoke to instead find his nose all but hilted between Charlotte's nuts. The warm, pulsing weight of her cock rested atop his head. 

“Ack!” he gasped, scrambling back with such speed he nearly fell out of bed. He wandered his hand up to his mane, fingers coming back down glazed in a long, sticky strand of gooey white. “Chaaar!”

“Mm?” Charlotte’s eyes fluttered open. She sat up, stretching with a great, big rumbling yawn.

“Hahaha!” Charlotte’s smile shone brighter than the morning sun, lighting up the frizzy halo of hair framing her features. She certainly looked like she’d slept well... something further confirmed by the mess she’d left all over Ashy’s mane. “What’s the matter, Ashy-boo? Did you fall out again? You’re such a restless sleeper!”

“I’m the restless sleeper?” Ash’s plump little cheeks lit up red. “Y-you’re the one who keeps leaving all the sheets sticky! Not to mention my mane…” He scooped a blob of Charlotte-spunk out of his once-flowing, now-dripping locks, and groaned. “What a disaster!”

“Re - lax!” Charlotte said, shimmying out of bed. The great beast between her thighs, that had left their shared bed a swamp of sexuality, swayed to and fro. Now it left fresh trails of seed along the carpets. 

Charlotte poured herself a steaming mug of coffee - the most important potion ever invented - and grinned. “You know, cum is actually a very traditional cure for bedhead!” 

She winked, tongue stuck out ever so slyly. “You’d know that if you’d studied more, Ashy!”

“I-I did know that!” Ash stammered. His blush passed crimson and went straight to scarlet. “And who’s getting invited to the Alchemy Fair, again? Maybe I was just planning to show off my mane as proof!” 

Her cheeky laughter followed Ashley as he dashed straight to the bathroom, slamming the door shut behind him. Muffled sounds of a hot shower soon followed. 

By the time Ashley was satisfied with the state of his hairdo, Charlotte had already finished off her own morning routine, and had adjourned downstairs to begin a very satisfying breakfast.

She chatted with the waitress in-between forkfuls of pancakes. “So, this Madame Mystique! I’ve never heard of her in Ponyville. Is she more famous around Manehattan?”

The waitress might have given her an answer, too, if not for Ashley stumbling down the stairs, pointing at the hanging clock overhead and squawking like a gryphon! "Ack! Charlotte, we're going to be late!"

He hopped around the table and attempted to extricate the curvaceous largeness that was Charlotte from her chair. He tried for a few more moments.

Eventually, she took enough pity to slowly rise on her own, hauling a roomy coat on over her typical shirt-and-skirt combo. Today's shirt slogan simply read PERPETUALLY HORNY in bold neon letters. Not so much a tease as a plain statement of fact.

They arrived at the Alchemist's Fair within the hour.

---

As Charlotte and Ashley clip-clopped through the great front archway of the Alchemist's Fair and onto domino-patterned floor tiles, she was heard to whistle very appreciatively. World-infamous investigative journalist Sticky Keys would have called this place "a jumpin' shindig", and she would have been right.

The entrance hall was all-white, except where it was black. Monochromatic starkness stretched ahead of the pair as far as the eye could see, eventually terminating in a chalk-and-ash-coloured staircase; wide enough to fit two horse-drawn carriages rising up to the sky... and seemingly beyond. Four great marble pillars cordoned the grand room, each placed on distant outskirts.

Mysterious doors were everywhere, blending in so well Charlotte barely saw them. They added weight to her suspicion that this seemingly-complete theatre was just one organ of a much-larger creature.

It wasn't at all what Charlotte had expected. When she thought of the cutting-edge of alchemy her mind wandered to industrial-grey boiler rooms, or to wobbling beakers perched on rickety wooden tables... Was this the new face of Charlotte's trade, then? The cavalcade of nouveau art stylings was such a sensationalist assault on the eyes it made her head spin. 

So she looked at the ponies instead. All around the room, various alchemists and scientists had already erected workstations bristling with ponderous machinery and proliferous paperwork... To a stallion, their Cutie Marks boasted symbols similar to Charlotte's own. She mentally ticked them off one after another as they bustled about monstrous, overgrown devices. 

There was Curiosity, Curie to his friends. There was Aqua Regia and his assistant Nitric... Doctor Up N. Atom demonstrated the properties of a shrinking potion for a large crowd of business-ponies.

"Madame Mystique seems to have gathered some of Equestria's top minds." Charlotte nudged Ashley in the ribs. "Looks like you'll fit right in!"

But something about this place wasn't quite right to Charlotte’s mind. When she realized Ashy was too busy drooling to respond, it confirmed her suspicions.

In short, this place swam with sex.

At first Charlotte had thought it must be her imagination. But the longer she looked, the more certain she felt. Behind every machine, or in every crowd, Amazonian mares moved. Abundantly full-figured bodies bulging out of cocktail dresses - often tramping about in leg-slits right up to the hip - were the norm here, rather than the exception. 

Where the alchemists themselves barely looked like they'd so much as run a comb through their manes, these glamorous, arm-candy strumpets uniformly tossed about styles that spilled luxuriously down their shoulders. Half their number swathed their shoulders in oversized mink stoles and shawls.

Even as they assisted the boys - it was dawning on Charlotte that all the alchemists were stallions - with their presentations, they did so like flighty schoolgirls. They handled pointer sticks like riding crops, sensuously massaged beakers and potions, and giggled at the lamest of science jokes. One 5’6” nerd told a gag so old it was practically fossilized, and received an adoring smooch on the forehead from a 6'8" Goddess.

Green rubber gloves had never looked so out of place as they did on these girls... they all looked ready for a night on the town, not in the lab! Any long hours and sleepless nights they ever had doubtless came from passionate, bed-busting sex, not painstaking research.

And there were so many of them, too.

Charlotte clucked her tongue. She certainly wasn’t about to complain about an abundance of curvy targets, but... something felt off. She’d seen more than enough honeypots in her time to know this smacked of one as thoroughly as the thick-lipped mouths of those bamboozlingly-beautiful booth babes.

“You’d think there would be more alchemists at an Alchemy Fair, don’t you, Ashy?” Charlotte mused. “This Madame Mystique seems to have brought more bimbos than beakers!” 

She’d expected an answer, or at least a sigh of puppy-like longing, but neither was forthcoming. Charlotte grew doubly suspicious. 

“Ashy?” She whirled about, only to see that her darling apprentice had wandered off without so much as a by-your-leave! “Now, where could that naughty colt have scampered off to? Doesn’t he know he’s not safe without me?”

---

Charlotte soon discovered that trying to find Ashley in the hustle and bustle of the Alchemist’s Fair was like trying to find a svelte, slender needle in a curvy, full-bodied haystack. Every which way she turned, there was so much happening that Charlotte struggled to take it all in! 

Her gaze slid instinctively off the avant-garde presentations and locked onto the model-class mares standing by them. Even with Ashley on the loose, she could hardly help focusing on the thick-set hips, the bouncing, jiggling busts, or the rich red lips. Some primal, powerful part of Charlotte honed in on such things like a heat-seeking missile. The most primal, powerful part of her already engorged with desire.

“Focus, focus…” Charlotte rapped herself gently on the head, turning away from a floozy who would look positively precious with a ten-gallon cum belly. Ordinarily, she would have been a wolf amongst sheep. But with her precious Ashy-boo all alone in such a den of alchemical debauchery, she switched from predator to protector.

Charlotte decided to look at everything but the magnetically attractive mares: Aqua Regia’s presentation on aqua regia, a flashy demonstration of the Apple family’s shiny new iDistiller, the little tuft of silver mane poking out over the counter of an abandoned booth…

...Wait just a second.
> Alchemist Fair Part 2
> --------------------------------------------------------------------------

Ashley had to admit, these Alchemist Fairs were just the thing for making friends. Like this blue pegasus in the little red dress introducing herself as "Miss Mercury," for instance. The fair had shown him many wonders already, but the way she filled out her outfit might be the best. Her dress creaked and groaned, looking ready to explode off a booty like two juicy grapefruits with so much as a kick of her hips.

And what a body it would reveal. Miss Mercury had the curves of a supermodel, and twice the grace and allure. Depicting this mare's body-fat distribution on a pie chart would show her shapely ass and bouncing bust to be more than the lion's share; a Pac-Man finishing off a meagre sliver of dessert. 

Ashley had heard that the more beautiful and well-proportioned a lady, the more choosy she could afford to be with her male interests, and the more interest she could afford to hold back... but apparently such words had never reached this filly's ears. Within just a few minutes of innuendo-flooded conversation she had apparently decided she liked him enough to settle down, get married and start working on a family... preferably not even in that order. 

“Let’s get somewhere more private, hon,” she cooed. With a few tinkling giggles, she'd firmly laced her fingers in his... and led him off to the side of the convention hall.

Thump! As soon as they were behind cover, Ashley's booty collided with the back of one of the Fair's many plywood displays, pushed there by Miss Mercury. The beauty sandwiched him against the wall with her body, pressuring him under a figure straight out of fantasy. 

At first she had seemed content just rubbing up on him, flaunting and waggling her booty like a peacock with something to prove... but when Ashley began to wonder where Charlotte had gotten to, she quickly stepped up her game. That top-heavy shark drooled over the prospects a partnership with this bright bulb presented. 

Miss Mercury turned around, gentle cooing on her lips... and a bust that would be proportional for a pony twice her height in his vision. She filled his attention to the brim with breasts.

Charlotte had warned Ashley to be suspicious of the girls here, but surely that couldn’t extend to someone so lovely? Ashley felt convinced a girl with a body like this could do whatever she wanted to him, and he wouldn't hold too much of a grudge... That was one of his last coherent thoughts as Miss Mercury pushed down on him. She smothered his protests under thoroughly well-padded bosom, outrageously cavorting with her mark as if the hustle and bustle of the main floor of the Fair wasn't just less than twenty feet away. All somepony had to do to stumble on them was take a dozen or so steps away from the crowds.

Now she was getting somewhere! She rubbed on his lap with bubbly booty, pushed her breasts at him... sometimes she just clutched his wrists tightly by his sides and let her body do the talking. She aggressively hip-thrust at the boy like she'd been born to do it, all while leaving soft, wet kisses all down his neck. Those smooches didn't just make his skin tingle and his stallion-hood throb, they also left bright-red lipstick marks visible up to fifty feet away. They would be effective as a branding iron for letting the other show-ponies know this pretty little thing was taken.

“Gosh, Miss Mercury!” he squeaked. “Is this really okay?”

“Ooh! Little Mister Ashley, trouble yourself not a whit over that...” she lisped, every word drooled from between her soft, plush lips.

But he wasn’t convinced! “But what if someone sees us?”

The slinky babe tapped a finger to her cheek. She purred contentedly. “That must be why you’re the brains and I’m the buns, cutie... I hadn’t even thought about that while I had such a mmmmouth-watering male specimen to play with!” 

Somehow, Miss Mercury didn’t sound very worried at all. In fact, she continued working his latex booty-shorts down with smooth, practiced motions. 

Miss Mercury tapped a mirror-sheened fingernail against the petite bulge Ash’s endowment made in his briefs. She giggled as a shiver ran right up his spine. “Why don’t we whip up an invisibility potion between us? Then we could have some fun right here and now.” 

“Um…” Ashley found it very difficult to keep his train of thought. Miss Mercury’s touch was so delicate, so soft and teasing that all he could think of was his need for more. “I... I guess…”

“Oh, but mine are never very good,” she imparted, blushing over her own incompetence. “We wouldn’t stay hidden for a minute if I brewed it up the way I always do...”

Ashley leaned forward, sympathy on his face, and she could have whooped with glee. She had him hook, line and sinker. Miss Mercury put the finishing touches on her shameless ploy.

She tapped her chin as if deep in thought. “You wouldn’t happen to have a better recipe for an invisibility potion, would you, Sir Ashley? Something that would hide us long enough to enjoy each other's’ company?” 

“M-me? You w-want me to make one?” Ashley sputtered. He was already blushing at the mere suggestion of Miss Mercury providing him some company, but now she’d put him on the spot, too! 

He wanted to find the words to protest, but it became awfully hard to think. This foxy mare flooded his senses, whether in her soft, warm flesh pressed against his chest, or the cool, wet kisses she’d left along his neck... to say nothing of the cloying sweetness of her perfume floating about his head. 

Miss Mercury saturated his body so thoroughly in her presence, it only made sense to give his mind over to her as well.

“You make one? Oh, no, no, dear!” Miss Mercury laughed, as if he’d told the funniest little joke in the world. “I wouldn’t ask you to handle filthy beakers and flasks when you’re much better off handling these puppies...” She bounced her chest for emphasis.

“Does that make you happy, baby? The only thing you’ll be getting dirty around here... is me.” Ashley started to say something, but she shushed him with a finger to his lips. He flushed crimson, tiny jets of boiling steam burst from his ears. 

Mercury leaned closer. “Now, be a good boy and tell me the recipe... Then I’ll go whip it right up for the both of us?”

Ashley nodded dumbly. When she withdrew her finger, his mouth tumbled open as if a hinge had broken. He looked ready to tell her anything and everything she’d ever want to know about invisibility potions. 

Of course, he’d never brewed one in his life. But he’d watched Charlotte make cartloads over the years, for covert spies and voyeuristic clients alike. Copying the motions should be easy enough.

Yes, he’d talk about the way Charlotte made them… Whatever it took to make such a nice, curvy, beautiful, curvy mare like Miss Mercury smile at him. And, if it wasn’t too much to ask, bounce a little in his direction.

“Well, okay…” He started. “The first step to making an invisibility potion is…”

Ashley froze mid-sentence. His stomach lurched. He couldn’t just give Charlotte’s secrets away to this… this very attractive new friend of his! It was a complete breach of the trust they had built with each other over all these long years.

“Um, um… Hold on, Miss Mercury,” he said, glancing guiltily off to the side. “Maybe this… this isn’t such a good idea? What if we find a, um, hotel room and enjoy each other’s company there, instead?” 

For a moment, Miss Mercury's calculated smile fell from her face. In its place, the diva wore a disparaging sneer that immediately dispelled her facade of kindness. 

She briefly wondered if she’d unluckily picked a boy who preferred men... but there was a very simple way to check, wasn't there? Miss Mercury, pony-teaser extraordinaire, turned into Ashley, sliding her gloved hands around his neck... and then sank down, squatting seductively before him in a vulgar pose.

Her dress slid up her legs almost to her waist. She stretched her powerful thighs out to either side of the blushing boy. She cupped his lower back like a wine glass, totally entrapping Ashley in her wicked grasp.

For the first time since they'd started chatting, Ashley noticed the high heels slipped on over Miss Mercury's hooves. As she "assumed the position", sliding her hands over her thighs and straightening her back, her high heels made a little set of click click sounds... reminding him of a machine's latches locking into place.

He gulped. Her high heels were so tottering and spiked that even sunk into this vulgar position, the bright-red footwear still remained securely on the ground. They seemed designed for exactly this position. 

Hadn’t every other model on the show floor also been wearing similar heels? Would they all be doing the same thing later, sucking secrets out through cocks?

Goodness knew Ashy wanted to give her a big, sticky load of insider knowledge! The view was every stallion's dream... a busty, top-heavy beauty stripper-squatting before him. She puckered her lips, making overexaggerated smacking sounds in their saliva-slicked depths. She hollowed her cheeks and batted long eyelashes, giving him a taste of what was to come. Mercury looked perfectly happy to be in Ashy's hands... in a manner of speaking.

Miss Mercury turned her attention back to Ashley's latex-wrapped bulge and locked it there. She gasped in theatrical delight as she laid eyes on it, as if to say, "Is this all for me?" before leaning in and flattening her nose against it. She inhaled deeply, making a satisfied "Mmmmm," sound.

"Come on, cutie... Don't hold out on me... I need it so bad..." Miss Mercury moaned. She rolled her tongue out, grazing along the clothing-wrapped bulge. Even separated by clothing, it made Ashy cry out like a girl and his thingy stand up... which certainly put Miss Mercury’s worries to rest. He wasn’t gay!

"Mommy wants to taste it... Taste your potion... Mommy can't help herself when she sees a boy with a big... plump... swollen..." She paused to plant a few more smooches on his shaft. "... Brain~ Teehee~" 

This was almost too easy. She could see his morals compromising in his face, or more like his brain shutting down entirely. The boy panted and sweated, pupils dilating, brain floating away. The next time he opened his mouth, the words she'd been waiting for finally tumbled out.

"R-Roots from M-Mareigolds... Wyvern sc-scales... Nnnhhhhh! Please!"

The pleasantness in her voice had dried up. She spoke coldly and analytically. "Go on..." 

"Royal Jelly and... and..."

"And...?" Miss Mercury teased Ashy's shorts down, until the stiffened head of his member peeked out. It was so cute! So petite. It looked so unsuited for sex... If anything, that slobbering, dripping mouth looming over him looked more like the real sex organ, a bottomless gullet that left even the biggest dicks limp and squirting, let alone this little thing. 

But Miss Mercury had no mercy. She savagely spread her lips, promising him Heaven deep in her belly. She stretched her tongue out, preparing to close her lips tight around him...

"Ahem," came a sudden (but still quite polite) throat-clearing.

Before Ashley could say ‘That throat-clearing sounds awfully familiar!’ he had something much more "pressing" to direct his attention towards... Because the richly-figured owner of that saccharine-sounding voice suddenly intruded into his and Miss Mercury's private space. A third body loomed against them, taking away what little remained of the pretty-boy's limited breathing room.

But it was so much worse between his legs, where the leaking head of his little pecker had been just a few inches away from receiving Miss Mercury's thoroughly-honeyed, silky-soft blowjob. A world-class sucking hung before him, the ultimate "carrot" to goad on a boy who'd only ever gotten the "stick"... and deep in his caboose, at that.

But not anymore. Now it was snatched away, and right before his eyes. A larger, stronger, and oh-so-predatorial slab of equine shaft lurched in from the side, stiff as a steel pole.

Ashley found himself remembering his days of pulling a cart, and learning about subtle, sensitive flows of traffic. He'd studied all of the sensible things like "right of way", and the rudeness of cutting off another pony's transit. He'd memorized each and every one of the polite, sane, and sensible rules to make sure no pony was ever unfairly hurt. Now, looking down and seeing those same interactions playing out before him on a micro level, he realized the owner of this second veiny horsedick cared for none of those things! Unfair as it was, they drove forwards, deadset on cutting him off.

There was a collision, and what a collision it was. Inches from the oncoming tunnel, open and ready for traffic, he was struck by a mad thrust with no brakes behind it: she drove into his cute little pecker from the side, T-boning him with a real stud's cock. What would have been his first time in a mare's mouth was interrupted by the same stomach-bloater that had poured cum into half of Equestria by now.

His pole bounced from the impact, swinging to the side like a buggy struck by an 18-wheeler. He winced from the hammer-blow to his dick, and then cried out when it swung around on sheer inertia to smack against his own hip, then fall limp and dejected.

What a crash! Were it taking place with carts, someone could have been seriously hurt... but in this case, the only thing damaged was poor li’l Ashy-boo’s hopes. "Ms. Steal Yo' Girl" had worked her magic so fast, he could swear he now had whiplash.

No mouth. No suck. No bright eyes staring up at him over and around his penis. All Ashley was left with was pain and cool air, on what should have been a saliva-drenched dick. With his position at Miss Mercury’s lips suddenly, cruelly, snatched out from under him, he was bumped forcefully aside, his own marshmallow-soft hips no match for this thickly-built intruder.

"Hello~! What have we here, mm?" purred the owner of that virile, commanding rod. Ashley recognized her voice immediately.

In his place stood the all-too-familiar figure of Charlotte, hands on her hips and a frown on her face like a disappointed teacher. It wasn’t him she stared down upon, though, but instead… her cock? No, rather the unfortunate showmare who’d suddenly found herself lost in its embrace. Miss Mercury’s face nestled snugly between Charlotte’s ever-sloshing cum tanks, the pole itself draped over her head like a fashionable new hat. 

Another mare might have been terribly shocked to find her lips attached to such an idol of sexuality, but for Miss Mercury the transition was simply muscle memory. Her nostrils flared and her eyes went wide, drinking in the intoxicating scent of a stud. It was just the sort of expression a dog raised on nothing but salads would have when finally presented with a juicy, sizzling steak. She kissed once, and kept kissing, leaving a trail of glistening lipstick stains on the soft, smooth surface of Charlotte’s sack. 

“Oh, mm, Ashley!” she groaned between kisses. “Why didn’t you tell me you were a grower?”

“I, um…” Poor Ashley, neither grower nor shower, could offer no response. He shrugged and smiled at Charlotte, head bowed in preparation for the lecture to come. “I know what this looks like…” 

“It looks like you found yourself a new friend!” Charlotte said, smiling back sweetly. “Gosh, and isn’t she cute. Her lips are so soft and cuddly, too! Just like a cloud.”

Ashley couldn’t help but wince and groan hearing that. Of course he knew how kissable and cloud-like Miss Mercury’s lips were! It was him they’d been kissing not two minutes ago! 

Charlotte only giggled. “Why didn’t you tell me about her, Ashy-boo? You know I just love to meet new people!”

“I was going to introduce you to her,” Ashley said, twiddling his fingers together. He knew all too well how much Charlotte liked to meet new people… and how much they liked to meet her. “You know… eventually.” 

But Charlotte had already turned her attention toward her new friend, gently stroking the powerful, throbbing length between her legs as Miss Mercury lavished attention on her overfed balls. She wrapped her arms ‘round Charlotte’s thighs, stabilizing her as her lips searched hungrily for more of that sweet, spicy, utterly addictive flavor. 

It was pretty cute, Ashley had to admit. Small wonder that Charlotte kept him in that position so often!

Miss Mercury had succumbed to cock almost as rapidly as Ashley always did, but hearing Charlotte's voice actually jolted the pervy gal to her senses. She opened her eyes, looking up at the Alchemist from around the python draped across her face.

"Wh-Wha... Nnh... What...?" she drooled, still leaving kisses up the trunk of Charlotte's girl-dick. "The boy... Get out of here, you..."

She laid her hands on Charlotte's big dick as if to heft it off herself, but somewhere along the way it turned into soothing, intimate touches. Far from the cold and ruthless way she'd handled Ashley to maximize her personal gain, these warm caresses just seemed intended to help Charlotte reach a satisfying, pleasurable orgasm. The larger the dick, the more Miss Mercury respected and attended to her partner.

Ashley's jealousy had been steadily building all this time, and he seemed inclined to agree with the floozy. "Um! Charlotte, Miss Mercury and I were just talking... I... I had the situation under control, so..."

He really wanted his cock sucked. He had a pleading twinkle in his eyes as he looked up at the Amazon lazily dragging her giga-dick back and forth over the slut's lovely features. Hours of careful make-up application were undone every time her balls disgorged their contents, using MM's face for target practise. 

Charlotte grinned sideways at Ashy. "Don't be silly... There's no need to be modest, Ashy-sweetie... And you should never be afraid to ask your good friend, Charlotte, for help when you're out of your depth!"

"M-Modest?" he whined, eyes darting from cocky Charlotte to cum-drunk Miss Mercury.

"Trust me," she continued. "I know when you've got more in your mouth than you can swallow. And now is one of those times."

"Hmph. She makes me sick, trying to steal our secrets." Charlotte paused to turn back to Miss Mercury, giving her a few cock-slaps to prove her point. Thud-thud-thud went her dick on the entertainer's lovely face. Miss Mercury whined prettily, and immediately flicka-flicked her tongue on Charlotte's balls with renewed enthusiasm.

"See what I mean?” Charlotte grinned. “This girl is bad news, Ashley. Just look at her!" 

"No..." His twink dick throbbed helplessly, realizing its chance was over. Charlotte's calm words, weighted with the force of her overwhelming personality, had lulled it back to sleep.

"One day, a day very, very far from now, I'm sure you'll find a mare... or a stallion... who's right for you. But this bitch, hmph! I won't stand idly by and allow this harlot... this floozy... this world-class piece of ass with her fat melon-tits and her big, juicy ass... fuck and suck you for hours and hours, all night long, until it feels like your dick is going to fall off! You deserve someone better, Ashley!"

"..." Ashley chewed his lip.

Charlotte nodded, putting her hands on her hips. "... And that's why I'm going to take care of her for you! So don't worry, baby, you're safe now."

She turned back to Miss Mercury, leaving Ashley to contemplate her words. If there were an objection to raise, it didn't reach his tongue. 

But Miss Mercury still had some bitter words left to spit around Charlotte's dick:

"My business is with the boy, so... so get out of here!” Her polite, erudite speech faltered.

“... Even if this is the biggest dick I've ever seen... Take it away..." she grunted at Charlotte. Another "smeck", another lipstick mark on the dick leaking cum down her forehead.

Miss Mercury flexed her legs, clearly intending to rise... but her cocksucking posture suddenly worked against her. In her squat, all her weight was on her knees and her heels, and Charlotte stopped her from standing by planting a hoof on one of them.

"Yeeeeeaaaaah, so. About that," began Charlotte.

“Stealing trade secrets is sooort of a serious offense, Miss, mm... Mercury,” Charlotte cooed, drops of potent pre-cum already beading at her dark, flaring tip. “I’m an alchemist too, just like little Ashy here, so why I don’t I treat you to one of my world-famous recipes?” 

Charlotte shot Ashley a sly wink, fingers dancing along her shaft as it surged to its full, fearsome length. “So, you want to be invisible so badly? A coat of white might do the trick!”

Poor Miss Mercury was helpless to do anything but oblige. Her curiosity for that (in)famous invisibility potion boiled... almost as hot as the growing need between her thighs! Ooh, what mysteries had to lie in the twin vats of those jiggling, gurgling balls, sloshing with the sheer weight of Charlotte’s productivity? 

Mercury brushed her fingers over the smooth, veined surfaces of those orbs, enraptured by their softness and warmth. She felt them rumbling, churning with countless gallons of thick, gooey seed. And from the triumphant grin upon Charlotte’s face, all of it was for her.

It was like nothing the booth bimbo had ever heard before, nothing she’d ever smelled before, nothing she’d ever felt before. How could she have ever met a big, juicy burger like this, preying on nothing but small fries like Ashley... Ashley! Why, that was a mare’s name, and he may as well have been a mare compared to Charlotte. Everything she’d done for him had only been a show, a teaser for the main event, a means to an end. Her sole goal was to take brainy little boys and make them spill their secrets like so much thin, watery cum. Passion, pleasure, and the art of sexuality itself were only tools in her arsenal.

But this… this was different. The heat that radiated from Charlotte’s battering ram of a rod made her skin tingle. The scent of raw sexuality oozing from its tip made her nostrils flare. Miss Mercury idly drifted her hand along Charlotte’s length, mentally sizing it up against every boy she’d met at the fair - combined - and licked her lips. Damn Madame Mystique’s orders, Charlotte was the main event!

Charlotte could only smile at the silly mare’s antics, her inevitable orgasm drawing nearer and nearer with every curious touch. It was only natural for a new friend to get curious, and she did so love the wide-eyed stare of a star-stricken conquest... Now all she needed was to plug that wide-open mouth! 

“Here we are!” Charlotte grunted sweetly as her pleasure built to peak. Her cock throbbed like the pumping of a shotgun, the first ropes of pudding-thick cum drenching Miss Mercury’s carefully done mane. “Watch closely, Ashy-boo. You might learn a thing or two from her technique!”

Ashley faltered, lost for words. His brain stalled, too overwhelmed by the sight of Charlotte's dripping pole alongside Miss Mercury's awestruck face... The way little clouds of her hot breath misted on Charlotte's nutsack, and how her fingertips sank into the spongy red flesh... Well, surely he should be used to that sort of thing by now, right? Charlotte was the Alpha to this big-hipped sissy's Omega.

"Uu..." he whined, as Charlotte parked her meaty bitchbreaker on top of Miss Mercury's bottom lip... and then started grinding it savagely down the gold-digger bitch's throat. Inch after inch, foot after foot, all sliding deeper, deeper, deeper... Miss Mercury glucked and glorped and spat and sucked, unused to such forceful treatment. 

She went from the classic "I can handle it" look to wide-eyed and panicking all in the space of a few seconds. Her throat tensed, nostrils flaring for air as dick dropped into the pit of her belly, skewering her like a shish-kabob. Shocked by the size and flummoxed by the force, she clawed her hands up Charlotte's sexy legs, burbling dumbly as she gripped and squeezed Charlotte's ass. "Mmmn! Mm!"

Miss Mercury's empty-headed outbursts were drowned out easily by a tirade of joyful laughter, the squelching wetness of Charlotte’s patient thrusts. The coldest of ice queens always seemed to have the warmest and squishiest insides, and Miss Mercury was certainly no exception. Charlotte crooned in delight as the bad girl wrapped around her pole contracted in something like outrage. She laced her fingers around Miss Mercury's head, holding her as gently as she would a priceless porcelain vase... and began thrusting with all the explosive force her equine muscles possessed.

Charlotte had no mercy for Mercury. She swung her victim around and parked her fat ass against the rear of the display, her muscular legs powering her energetic pounding. She looked like a club-girl twerking from behind... but only until one saw the mess of a mare between her legs, twitching and kicking, make-up and semen running down her face in equivalent amounts. Miss Mercury burbled, popping a few spit bubbles around the cock-cannon hilted in her face, howling for release!

Another gush, followed by a stretchy, rubbery sound much like a balloon inflating. Even the barriers of Miss Mercury's stomach and insides couldn't muffle those gurgles and sloshes... just as one could hear a bath-tub splashing through a closed door or two. But this sort of splashing sounded much heavier and thicker than bath water; more like a vat of thick treacle being stirred... Sounds that should never have been heard from inside the belly of an important, upper-crust mare like Miss Mercury!

Miss Mercury's belly expanded in turn, stretching out between Charlotte's legs as Charlotte's nuts transferred their tremendous contents. Every time the maroon pony groaned and shook, her balls gurgled and her cock swelled with the litres travelling down its length... She moaned happily as she bloated Miss Mercury's tummy with cum. More and more of those checkerboard tiles underfoot vanished beneath the expanding blue gut.

Even when Miss Mercury's belly threatened to topple Charlotte over, the perverted mare didn't stop her thrusting for even a moment. Rather, Charlotte merely lifted one of her legs, half resting her knee on Mercury's shoulder, half bracing herself on the plywood stand. She hunkered down for the long haul, twisting her hips and screwing her victim's face with total exuberance. With every thrust, the entire stand shook and wobbled like it was set to break at any moment.

Ashley looked on in despair, unable to tear his eyes away from the naked look of hedonistic pleasure on Charlotte's face. Just as always, her orgasm-face was completely unguarded, the picture of a pony unashamedly enjoying herself. She looked so happy!

And she'd told him to look to Miss Mercury for pointers? How could he? When he saw that pleasure-drunk look of absolute delight on Charlotte’s face, he wanted to be the one getting sucked on... not the one sucking!

"Charlotte!” Ashley whimpered, hoping beyond hope that his words would be more powerful than Charlotte’s sex drive. “Someone will hear you! Charlotteeeee!" 

As if Charlotte cared! Any semblance of decency vanished the moment she’d walked in - no invisibility potion required. The last vestiges of secrecy shattered beneath Miss Mercury’s expanding gut, just like the stand trapped beneath it. Crack! Every head in the fair turned to watch as the former Why Mass Matters display succumbed to Miss Mercury’s superior mass. For all the gasps of shock and screams of confusion the ponies made, the rubbery squeaks of Miss Mercury’s ever-growing belly and the low roar of Charlotte’s uninhibited moans overwhelmed it all.

Charlotte had really done it now. 

Years and years of mercilessly flooding chesty sluts - sluts like this showboating tease before her - had given her a power in her lower body that had to be seen to be believed. Charlotte’s hips blurred, driving that veiny fat fuckrod in and out of Miss Mercury's poor, gaping mouth over and over, breaking her victim down with inexorable power.

The big-dicked babe moved with an internal rhythm like a belly-dancer might employ, back straight and arms folded, hands tightly gripping Miss Mercury's expanding form... but rolling her broad flanks in sensuous waves, up and down, up and down... It was so satisfying to watch, just like a well-oiled machine fulfilling its purpose. 

There was no excited jack-rabbiting here: just a wrecking ball on a mission. Miss Mercury certainly looked like she'd been hit by one.

The legendary virility of the maroon molester Charlotte demonstrated itself once again as Charlotte arched her back and gleefully cried with her first major orgasm. Miss Mercury grew larger and rounder, expanding like a snowball rolling down a hill... What started as a fistful of powder soon grew to sizes that could roll right over a ski lodge.

And through it all, Charlotte remained as cool and calm as ever. Very little fazed her tranquility, and she kept her thrusting even and steady. 

On the other hand... chaos surrounded Charlotte on all sides.

All the stallions retreated for the exits, pausing only to scoop up a few of their many brilliant scientific advances. But the mares - oh, the mares didn’t even think of running. They stood, transfixed like a herd of deer in the headlights as Equestria’s biggest cum belly outpaced every alchemical achievement of the decade. Metal warped, wood splintered, and glass shattered as Charlotte filled her living, breathing cauldron up to the brim. 

“C’mon!” Ashley urged a thickly-thighed booth babe, shoving feebly at hips only barely bigger than his own. “You gotta get out of here, or you’ll be next!” 

“Uh-huh…” The mare nodded dumbly, hardly listening even as Ashley’s little hands pushed against her plushly padded rear. Her eyes were glassy and dull, cheeks blushing redder than any rouge could manage. Her mouth moved in idle, thoughtless motions, mirroring Miss Mercury’s busy lips as they suckled Charlotte’s cock like it was the Fountain of Life. “Gosh... I could be next.”

She had a point: Using that awe-inspiring strength on one pony was much the same as doing it to any other... Miss Mercury might be mouthy, sinister, manipulative and snide, but once she was doubled over her own expanding gut, drooling across its hyper-flooded expanse, she looked much the same as any other plaything for the powerful! 

That was the thought on every mare’s mind as Charlotte rose toward the ceiling, straddling Mercury’s belly like the (formerly) curvy model was her own personal cushion. She winked at her adoring audience, blowing them all a little kiss. She pointed a finger lazily downward, directing the crowd to drink in the scene just as Miss Mercury drank in cum. “See this?” her mischievous smile seemed to say. “See how she’s having the time of her life? Well, if you play your cards right… This could be you!” 

Ashley gulped, glancing over the many, many beautiful mares who’d crowded around Charlotte’s display. Each of them had once wanted nothing more than to take cute, brainy boys like him off to bed, but were now slaves to Charlotte’s siren call. Like buxom, jiggly ships in dangerous waters, every mare in the room was set on a course to dash herself against Charlotte’s cock. 

Ashley sighed, his attention solely on the once-slender, once-tender Miss Mercury as her belly pressed against the walls, cracks spider-webbing outward at the touch of her juicy flesh. Sirens sounded in the distance and the black-suited figures of Alchemy Fair Security poured into the room, but all Ashley cared for was the vulnerable babes packed about him by the dozens. Yep. He nodded sadly. This will be them.