Prologue

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“Oh that feels so good.” A male thestral groaned as his wings outstretched, the leathery texture pulsing with veins involuntarily. His golden eyes, slightly vertically slit, locked on to the woman between his legs. He could see his reflection in her large crystalline blue eyes, her dark blue fur glossy and shone in the moonlight, though his precum leaking onto her enormous bosom helped with that, as she sandwiched his member between them, gently licking the tip. He ran his hand through her mane, cupping her cheek. “Luna, squeeze them tighter.” She nodded, increasing the pressure. He let out another moan of pleasure as she stroked him with the massive breasts he admired from afar for so long.

His vision went fuzzy for a moment, and then everything was much more well defined, he could see details of her beauty that he had never seen before. Little folds in her coat, the constellations within her hair, small pips of moaning and heavy breathing. She stopped licking his member and elected to put her mouth around the entire thing. “Fuck, Luna! You really know what you’re doing tonight!” She continued to pleasure him, sucking the precum out as she traced the ridges of his tip with her tongue.

Her forwardness continued as she let her breasts slide back as she continued with her mouth, deep throating him past his medial ring and well into her esophagus. “Good thing this is a dream or that might have hurt you.” He gritted his teeth, trying to hold back his impending orgasm. She lifted his waist up and reached below, caressing his balls before one of her fingers tickled his sphincter. “Wait, what are yooooouuUUUU?!” His voice went high pitched as she entered his anus, curling upward and applying pressure to his prostate. She could feel his balls twitch as load after load of cum flew up his tube, past her lips and down into her throat. “Oh, shit LunAAAAAAAAAAA!” She held still and let it happen, wad upon wad shooting down her throat into her stomach, making her belly bulge. He didn’t wind down until she removed her fingers from his prostate. Panting, he was still in disbelief. “How did… you know to do that?”

She eased herself off his slowly deflating member. “Such a copious amount. Were you trying to get my mouth pregnant?”

He sat up straight, swallowing hard. “You’ve… never talked before. Oh shit, you’re actually…”

She folded her arms around her copious bosom, doing nothing to hide her nipples and doing everything to make them look even bigger. “Is this what you really want to do to me all the time?” She laid a hand on her cheek. “You’re such a brute to make your princess do such nasty things.” The colt looked around wildly, desperate to find an escape point, when there clearly would be none. “Is what I would say if I were naive.” She dropped the act and her breasts, letting them bounce into their natural state. “Honestly, if I had a bit for the amount of times colts have dreamt about having me in heat, I’d be able to buy myself a new castle. Add the mares to that and we could probably build it on the moon.” She sat down next to him. “And now comes the…”

“I beg your forgiveness Princess!” He slammed his head into the mattress in front of her, his eyes tightly shut. “What I have done here tonight does not reflect my true reverence for you! Please please please, forgive me!”

“The reactionary regret.” She rolled her eyes. “Sit up boy, you think I would have gone through that if I was repulsed by it?” He opened his eyes shocked at her admission and he rose slowly. “You’ve got something there that would make the mares squirm in desire.” She laid a hand on her pelvis, caressing her inflated bump in the process. “Speaking of squirming, Shadow Cloud, you have been doing some of that yourself recently, have you? Avoiding others in class, being a recluse around Ponyville.” He was about to ask how she knew but she stopped him with a finger to his muzzle. “Your mother.” He rolled his eyes. “So, as a favor to your beloved mother, here I am, getting pumped full of jizz just so we can sit down and have a little talk.”

He looked away from her. “Princess, I don’t regret being born a thestral. But… I don’t know, I just… I feel like there’s just so much of a stigma against us. Everyone looks at me funny. Everyone treats me like I’m an alien.”

“Then I think it’s time for a new perspective.” She grabbed his head in her hands and kissed him full on the mouth. The world exploded around him. As she broke from the kiss he found they were both floating above Ponyville midday. Luna pointed. “Down there.” It was him, wearing a hoodie over his ears, to the point where he couldn’t make out his own eyes. He had his hands in his pockets and his wings were tucked tightly around his body.

A bubbly mare with crossed eyes and a golden mane landed next to him. “Good morning! I’ve been looking all over for you. You got a letter from home.” She presented him a delivery, and he quickly snatched it up and stuffed it in his pocket, whispering a barely audible thank you before rushing away. “Weird kid. Wish he’d smile a little.”

He watched himself rush away, Luna turned to him. “How do you remember that event?”

“It was a lot different. I thought she was just doing it out of obligation. But I was right, she called me weird.”

Luna shook her head. “No, Shadow Cloud, you hide yourself. You keep yourself away at all costs, and because of that, you’re creating a false perspective that others have no choice but to know. They can’t see the real you because you don’t let the real you be seen.” She drew him into a tight embrace. “I know that the times aren’t the best for a thestral like you, but that pony there is assuredly not you.”

He tapped his forehead onto her chest floof, only afterwards realizing he buried the rest of his head in her cleavage. His cheeks turned red. “I don’t know what else to do.”

“Then follow my instructions. Seek out my charges, Sweetie Belle, Scootaloo, and Applebloom. I believe you’re familiar with them.” He nodded. “They have been under my mentorship for several years. If you trust in me, then I want you to trust in them. Get to know them. Open up to them.”

“I… I’ll try, Princess.” He sighed and separated himself from her.

“For your sake I hope so.” She winked. “Remember, I know what you do in your sleep.”

“Th-that was a biological reaction!” He looked away.

“Oh Shadow Cloud, you’ve had your hand on my ass this entire time.” He looked down and recoiled quickly, but she caught his hand in midair, placing it back on her rump. “You know, even alicorns have needs.” A sly grin wiped across her face as she reached for his slowly reawakening member. “I could use a strong, stalwart stallion who is loving, kind, and loyal... “ She slowly traced his now drooling cock down her belly, until it passed into her thigh gap, her bare pussy kissing it. “But most importantly true to himself.”

He groaned and instinctually tried to shift upwards into her, but he found his erection to be frozen in midair, completely straight forward. “Uh? Hey!”

“But that’s not you yet, is it?” She backed away, leaving him hard and drooling. “If you come back as a changed stallion, maybe I might be willing to unpause this little dream. So do a good job for me okay?” She blew a puff of air on his cock that made him flinch, and then gave it a gentle kiss. “Good night.”

Shadow Cloud sat up, ripping the covers off his bed. Not-so-little Shadow Cloud was hard as a rock. He looked at his clock. 3 AM. “Fuck!” He grabbed a box of tissues. By the time Celestia raised the sun, they were all wadded up and smelled like squid in a trash can on the opposite end of the room.

Chapter 1-Getting To Know You

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It was mid-morning in Miss Cheerilee’s class. The reddish-purple schoolteacher’s voice rang out in a lesson that Shadow Cloud had no energy to pay attention to. Being nocturnal by nature, and then going against that nature to go to class was hard enough. But after spending three hours draining his balls the previous night to the point of him feeling nauseous had drained him of anything he had left. His head was on his desk, he was dehydrated, and probably his blood sugar was low. He eyed a ripe red apple on the teacher’s desk longingly.

A clear bottle tapped his forehead, filled with an amber liquid. He looked up to the pony holding it. She had soft golden fur and a bright red mane with a pink bow tied atop it. As he made contact with her sunrise-shaded eyes, she pressed a finger to her lips and whispered. “You look like you need this more than I do.” He took it from her and rolled it around in his hands. There was an apple sticker on it, looking maybe even more juicy than the one on Cheerilee’s desk. He popped open the nozzle and took a drink. His face lit up, the sweet juice dancing across his tongue as he took longer and longer draughts until he reached the bottom of the bottle. He took his hoodie off and let his hair and ears free, returning a genuine smile to the filly who had given it. She blinked in surprise, and then blushed, before focusing back on the lesson.

After class was dismissed on break, Shadow Cloud went in search of the filly. When he had turned to her, she was already gone, so now he had to hunt the school grounds for her. He found her under the shade tree out back, with two others, a pegasus and a unicorn. He swallowed and balled his fist. “Okay SC, you can do this. You need to do this.” Taking a deep breath and closing his eyes he took a step forward, only to find the two mares that were with her right in his face. He recoiled in surprise.

“Hmm… I see what she meant.” The white-coated unicorn spoke first. She spoke with a bouncy tone that that was also reflected in her bouncy pink and purple mane curls. That wasn’t the only thing that was bouncy as her chest was clearly very ample in her pale yellow sundress.

“Yeah, he does have that look to him doesn’t he?” The orange-furred pegasus had a raspy voice, but spoke with no malice. She put her wrists on her slender hips. She was a very sleek, but short mare, with slacks and a tank top. While she wasn’t a flat filly, she was about half the size of the mare to his left in the chest, and about a head shorter. “Hey buddy, were you just about to head to Applebloom?”

“Um… I guess?” He responded in a grit teeth smile that showed his nervousness.

“Good, because we were going to fetch you anyway.” The girl to his left grabbed his wrist and started pulling. In order to keep his balance he had to spread his wings and glide.

“Wow, you’ve got a strong pair!” The one on the right admired his wingspan, fluttering her own slightly, but remaining on the ground.

He was dragged over to the girl sitting and eating her lunch under the tree. “Girls! You didn’ force him over or nuthin, did you?!” She spoke in a southern drawl a mild blush in her cheeks. Her legs shifted in the short jean skirt she wore, the light green t-shirt she was holding apples that were right in between the two other girls in size. “I’m sorry, they sorta acted on what I said. I’m Applebloom.” She reached out her hand and he took it.

“No, it’s okay. I wanted to anyway. To thank you for earlier. I’m Shadow Cloud.” He rubbed the back of his neck nervously. “I needed that more than you realize. Um, can I…?” He gestured to the ground.

“Oh! Yes! Of course, please, sit with us.” Applebloom realized what he meant and made some room next to her. The other girls also found ground in the shade. “This filly by me is Sweetie Belle.”

“Hi again.” She giggled.

“And the one ogling your wings is Scootaloo.”

She blushed like a beat, sitting straight up. “I-I wasn’t ogling! I’ve just never seen wings like these up close! I-I…” She slumped. “I’m sorry if I was rude.”

“No, that’s… well I mean it is kind of weird, but I get it… sorta?” He looked to all three, who were hanging off his every word, his nerves running high. “I know there haven’t been a lot of my kind around Ponyville. I guess it’s natural to wonder.”

“Yeah, we don’t get a lot of bat ponies around.” Applebloom took a sip of water. “You are a bat pony, right?”

“Uh, ‘Thestral’ would be the technical term, but I don’t mind the other, but thank you for asking.” His body’s nerves started to simmer down. “That juice you gave me was really really good.”

“Well it should be, that was juiced from some of the best apples on my family farm.” She said proudly.

“It really saved me there. Thank you! Thestrals rely on the sugars from fruit more than most other ponies do in their diets.”

“So… you don’t drink blood?” Sweetie asked as innocently as possible.

“Sweetie Belle!” Applebloom chastised her.

“I’m sorry, it was on my mind okay?!”

Shadow Cloud slumped and sighed. “No, we do not drink blood. No we do not eat meat! NO WE DO NOT ATTACK INNOCENT PONIES IN THE MIDDLE OF THE NIGHT!” He grit his teeth, balling his fist, all three of the fillies recoiling and going silent. Replaying the moment again in his head he got up, disappointment on his face. He turned away and took off.

“Wait, Shadow Cloud! She…” Scootaloo reached out to him.

“Shadow Cloud, stop!” Sweetie ran, desperately trying to catch up. “I didn’t mean it that way!”

“You meant exactly that! Don’t follow me!” He yelled back.

“No, I really didn’t! I’m sorry!” She vaulted over the fence he coasted past. He didn’t stop. “You have to believe me, I never wanted to make you angry! Please!” She continued, leaving the schoolhouse and the adjacent areas behind. Sweetie began to lose ground, the sky going gray around them. “Damn it, my boobs aren’t meant to keep running like this.” She panted. “Please Shadow Cloud, don’t give up on Applebloom because of me! Come back!” Sweetie tripped and slid in the grass which was getting slick with rain, her sundress now stained in green and brown. The rain started to increase around her. “Damn it. Damn it, what have I done?” She sobbed, not moving from her spot in the field as the rain came down harder. “It’s cold…”

The rain suddenly came to a stop with a resounding FWOOP above her. She looked up, blinking the tears out of her eyes. “It’s not what you’ve done specifically, it’s what everyone has done up to now.” Shadow Cloud knelt down next to her, covering them both with his leathery appendages. “Waterproof wings. They don’t teach you that in racism-school.” He stared at her with a straight face, holding his hand out to her.

She could feel the tears welling up again, but she tried to smile through them. “Then, could you help me unlearn all that?” She placed her hand in his, and he pulled her on her feet. “I promise I’ll be a good student.” She pressed herself against him as he wrapped his wings around the both of them. “So warm.”

The two of them started trudging back through the storm. “Sorry if your mane is getting wet.” Shadow sighed.

“Oh. Let me help with that.” She concentrated on her horn and a green glowing barrier appeared from it. “I might not be as good magically as Princess Twilight, or even my sister Rarity, but I can do a couple of minor barrier spells.” Thanks to their cooperation the two of them managed to head back to the schoolhouse relatively dry. “Shadow Cloud?” He looked down at her, her cleavage showing pressed against him. As he looked away flustered, she kissed him on the cheek. “Thank you.”

“For what?” He blushed.

“All of it. Coming back for me, giving me a second chance, even making me realize how bad that was for me to do. You’ve got a good heart. I’ve been listening to it beating.”

When they entered, Scootaloo and Applebloom were on them within seconds, with Miss Cheerilee close behind, a worried frown on her face. To say she was angry was an understatement, but she was just relieved that the both of them were in one piece, especially with that rogue storm, so that changed her mind from giving them detention to extra homework instead.

“Um, Miss Cheerilee?” SC raised his hand. “I kinda didn’t have the chance to eat any of my lunch.”

“Sorry, but no eating during my class. It was your decision to run off. You have to deal with the consequences.”

Applebloom quickly raised her hand. “Miss Cheerilee, Thestrals need natural sugars to survive. If Shadow Cloud ran off without eating that means he’s running on empty. Can I at least give him an apple so he don’t keel over in class?”

She took a deep breath and sighed. “Fine. But I better not hear any crunching!”

AB winked at him and lobbed him a fruit. He nodded in return and sank his fangs into it, slowly sucking up the sweet juices, sighing in relief through his nose. He peeled off a note that was stuck to the back. “Meet me after school, we can do homework together in the clubhouse.”

The storm had rolled through and the air smelt fresh and clean by the time school was out. AB and Scoots were waiting for Cloud at the gate. He had expected Sweetie Belle to be there too, but she had gone home to change clothes, get yelled at by Rarity for staining said clothes, and then meeting up with them later. The three of them walked over to the farm, or as Applebloom called it, “moseying” along. They met a golden-haired beauty with tanned orange skin and freckles wherever the sun touched, including her burgeoning chest, which was on display in a red plaid top tied in a knot at their base, and low-riding jeans around her speckled hips.

“Howdy. Name’s Applejack, Baby Bloom’s big sister.” She grunted as she dropped the wheelbarrow full of apples she was carrying. “What brings you around these parts?”

“We’re taking him to the clubhouse.” AB said matter of factly. “Miss Cheerilee cracked the whip and we’re gonna help him with the extra lessons.”

AJ raised her eyebrow but shrugged after a minute. “Well have a goodn. Oh and hey.” She lobbed him a fresh apple. “Thestrals are some of my best customers. Just don’t go takin’ em off the tree without paying.” She turned and started to get the wheelbarrow up again.

“Now that you mention it, could I buy some of that juice that Applebloom had in her lunch?”

She dropped it with a loud thud, spilling some of the apples, and likely bruising ones at the bottom. “She shared her lunch with you?” She turned around with a much more suspicious eye than before. “And just who is she to you, mister?”

“Um… a new friend?” He grinned nervously. “Does that mean it’s out of stock?”

“It just might be. It just might be.” She spoke in a deeper tone as she turned back around, her lips pouting, that suspicious look still all over her face as she continued to wheel her load away.

Applebloom laughed awkwardly. “My sister can be a mite overprotective. She never did get over it, even though I’m past the age when she took over the farm.”

“She’s never gonna give that up, Applebloom.” Scootaloo rolled her eyes.

“I just hope she gets over you, Cloud. I don’t want you feelin unwelcome if you decide to come round.” AB took her mane in her hands and stroked it a bit as she continued to walk.

Scootaloo eyed her with her hands behind her head. Her gaze shifted to his wings. “Those things give you any advantages to regular feathered wings?”

“Hmm?” He turned to her. “I guess they give me a bit more glide distance maybe? I’ve known some good fliers in my hometown. But you’re probably a lot more agile than me.”

“My wings don’t exactly have a lot of power.” She scratched the back of her head. “I don’t have as much lift as say a Wonderbolt. I can hover for a bit though. Maybe you can give me a few pointers?”

“I guess I could if we can find some free time. Right now, this backpack is feeling pretty heavy what with all the homework.”

“I hear that.”

“Third it.” AB echoed, and they all had a laugh.

They made it to the clubhouse without any other interruptions, and before going in, Shadow Cloud took to the sky to gauge where it was in relation to other landmarks so he could find it again. After coming back down he went inside. It was a lot roomier than he had expected. The main floor had some boxes that doubled as desks and a podium. There was a terrace above that could be reached by ladder which had some supplies. Aside from it being in a tree, it was very well maintained, with nary a loose floorboard or stuck out nail to be seen.

The girls rolled out a mat and they sat down on it, getting to work on their studies. He smiled as he looked at them, wondering how many times they had done this before. These two girls, three including Sweetie, just hanging out together, working on projects, laughing. And they were motioning for him to sit with them, welcoming him into that circle. He felt very loved at that moment.

Sweetie Belle came in about an hour later. Her sundress was now a pale pink that matched her brighter curls. It also had a much deeper neckline, which put her ample bosom on display. “How do I look?”

“Very pretty.” Shadow Cloud answered without thinking. Behind him, AB and Scoots shared a look.

“Aww, you’re a sweetheart.” She cupped her cheeks before she sat down next to him. “Doesn’t look like you made it to our assignment yet. Guess I made good time.”

The four of them continued to work. After AB and Scoots ran out of work to do they tried to help the pair for a bit, but eventually went to do other things in their own separate corners of the room. This continued for nearly an hour. “Girls.” Sweetie Belle whispered. “Girls, look at this.” Shadow Cloud was lying back against the clubhouse wall under the window, a pillow behind him, his wings and arms limp as he had fallen asleep.

The other girls looked him over. “He really is handsome.”

“And warm, I know first hand.” Sweetie Belle winked. “You should go and see, Applebloom.”

“What?!” She clamped her hand over her mouth, worried she was too loud. “I couldn’t!”

“I Double Diamond Dog Dare you to. Both of you.”

“Deh, how did I get roped into this?!” Scoots protested.

“Look just trust me, he’s so warm and comfortable. When he was taking me back to school, it was like I was a bride being carried by her stallion. It was amazing. Just tuck yourself into his wings and take a nap. That’s the dare.”

The two other fillies sighed in unison before giving in and doing what she suggested, AB on the left, Scoots on the right. They fell asleep soundly afterwards. Sweetie herself went up to the terrace and pulled out her own mat and pillow to sleep, but the sunlight in the shape of the window pane that was on his chest was all the way past the tips of his hooves before they would wake.

Chapter 2 - Going to the Hard Wear Store

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Over the next several days Shadow Cloud was invited back to the CMC clubhouse. Each day they would wind up napping in his arms on a rotating schedule. The rest was peaceful and rejuvenating for all parties involved, and the one left out never seemed to complain.

However there were days he wasn't invited or was turned away. Turns out the girls were also running a business out of the clubhouse, cutie-mark consultation. Sweetie Belle was the de-facto leader, with the most organizational skills and personable attitude. Applebloom was their residential builder, and seemed to have the uncanny ability to find or make whatever was needed. Scootaloo was in charge of activities, designing the lesson plans for their clients that Applebloom would build.

Shadow Cloud was never invited on those days, but he didn't complain either. He was impressed actually with the girls drive and ambition. It didn't change his friendship with them at all.

What did change however was how they dressed around him. Sweetie continued to don low cut dresses that left her cleavage on full display. AB switched from t shirts to tank tops and the hem of her jeans skirt kept getting higher. Scoots went to tight lycra shorts that hugged her hips and butt, and she always seemed to show more belly button with the smaller tops she wore. Shadow Cloud did notice, no red blooded stallion wouldn't, but he never could quite figure out why without asking them directly, and he didn't want to risk their friendship by being rude.

During one particular week where the fillies were having a difficult time with a client, he was essentially left to his own devices. As he was leaving class for the day. “You! Hey you, mister bat wings!” The voice was high pitched but authoritative. As he turned to the source he saw a short pink filly with gray/purple mane and a little diamond encrusted crown on her head. She wore a pink and yellow spaghetti strap dress that showed off a little cleavage, but most of that was covered by a yellow jacket with poofy shoulders. While it was clear she was short, she wore high wedge horseshoes to make herself taller.

A girl with glasses, gray fur and silver mane in a long braid spoke in a low tone. “Um, his name is Shadow Cloud, Diamond.” This one was wearing flats and a midrange purple schoolgirl uniform. He raised an eyebrow at this one. She was actually taller than the other girl, but appeared shorter thanks to the wedge shoes. She also was clearly more well endowed than her counterpart, but was trying to hide it with her uniform. She was clearly second fiddle to this other girl.

“Thanks Silver Spoon.” She said before turning back to SC. “I've seen you around, but we've never been properly introduced. I'm Diamond Tiara. You've probably heard of me.”

“Don't think so.” Her shoulders slumped at his reply. “But then again I only moved here this year. Sorry I guess?”

“Nope! That's all right!” she straightened, trying to roll with the hit. “That's exactly why I'm here. I was wondering if I could borrow you for a while. I need an outside opinion on something.”

He blinked and shrugged before following. Diamond grinned and leapt into the air as she turned around. Silver Spoon gently took his hand. “Um, hi.” She spoke quietly, “I'm Silver Spoon, Diamonds classmate, partner, and secretary. She's a little forward but she means well. If you need anything, I can take care of you.” She pressed his arm into her chest. “Anything.”

Diamond Tiara placed her hands on her hips. “Silver Spoon, stop making our guest feel unwelcome! I'm sorry about her. As I was trying to say, I'm opening up a new store in Ponyville. Eventually I want to turn it into a chain store, but I need to know my demographic first. That's where you come in.”

“Me? I don't understand.” He was legitimately perplexed.

“Of course you, silly. You're not from around here.” She stopped in front of a construction gate. “But first, welcome to to future home of Tiaramart!” She whirled around her arms spread wide. On the front of the building was the biggest smuggest portrait of the girl he had ever seen. One of the construction workers coughed in the awkward silence that followed. “So, as someone who has not been to Ponyville for very long, I want to know what would make YOU walk through these doors and shop here. It's marketing research.”

He looked back between the girl and the building, and a couple of times at Silver Spoon. “Well for starters, not that.” He gestured to the portrait. Silver Spoon covered her mouth as she gasped.

“Excuse me?!” Tiara huffed, stamping the dusty ground. “Everyone in Ponyville knows my visage and it is a look you can trust.”

“You look like you just got acquitted of murder.” He stated matter-of-factly. Silver snorted behind her hand.

“How dare you!”

“Look I'm not saying you're ugly or anything, you're quite pretty, but that piece up there does NOT inspire confidence. Also if you've been doing marketing research, how come you're not doing what others are.” He pointed to the other stores on retail row. “Do any of them have their faces on their buildings?”

“He does have a point Diamond. Not even Rarity has her face plastered on Carousel Boutique. Also your fame doesn't extend far from Ponyville. No one would recognize your face if we opened up franchises elsewhere.”

“Besides, at this point I have no idea what you're selling. Why would I go into a store just because your face is on it?”

She pouted, trying to make a puppy dog face. “Because I'm pretty?”

“YOU are pretty. THAT is not. If you went by that logic you could plaster Silver Spoon’s face all over the doors and I still wouldn't walk in, and she's as pretty as you.”

“I’m… pretty?” Silver blushed a deep crimson.

“Well thank you for the compliment but I don't hear a recommendation for a replacement.” Diamond huffed, turning away from him, her arms crossed.

“Hmm… Yoink!” He scratched his chin for a second and then plucked the Tiara off her head.

“Hey!” She reached for him and he kept it out of her reach. They both went to the ground with a resounding THUD, and she started crawling on him, pressing her chest and pelvis against him. “Give it back!”

“Give me a minute Tiara. I… um, Diamond, you're kinda rubbing… Diamond this isn't a good idea. I….”

She stopped reaching when she felt his bulge against her thigh, gasping with her eyes wide. “You really do think I'm pretty.” She gave him a peck on the cheek, causing Silvers fur to bristle slightly. She got off him slowly, giving his erection a quick squeeze before standing up and helping him do the same. As he stood, his package was in plain view to Silver Spoon before he could adjust his pants. There was practically steam coming from her ears she was so red.

Shadow Cloud coughed, trying to calm himself down. “As I was saying.” He held the Tiara in his palm gently. “Tiaramart. The Diamond standard in quality.”

“Oh.” It dawned on Silver Spoon first. “Oh I like that! It makes for a great slogan too. Plus it's using your cutie mark Diamond, so it's still identifying you, and it's a logo that's easy to identify at a glance. It checks off all my boxes.”

SC gave her the crown back. “Yeah, I guess, but I'm not sure how much I want my butt on a building. The only ones I mind seeing that are mom, dad, and you Silver Spoon, and especially you Shadow Cloud.” She blushed, twirling her finger in her hair, saying the last bit under her breath.

“Wait you have a crown in the shape of your cutie mark? Doesn't that mean you've had your ass on your head this whole time?”

Silver Spoon couldn't hold it in, sputtering before laughing so hard she had to hold her sides. “He's got you there Diamond! Oh Faust that's too damn good! Now that I think about it, what about the uniforms?!” She continued to laugh as Diamond turned a deeper shade of red, out of embarrassment or anger, it was impossible to tell.

“Okay, that's it, we're heading to change the design! Come on schlong goblin.” She grabbed his wrist. “You too, princess giggle fit.” They didn’t wind up going far, bringing them to the front door of a white and purple carousel. “Rarity, are you in?” She opened the door and called out.

“Just a minute, darling, just finishing up a seam.” The unmistakable call of the seamstress and element of generosity rang out. “Oh, Diamond Tiara, hello dear. Come to check up on your order?” The mare in front of him made Shadow Cloud swallow hard, her pure white coat covered her long slender legs, tucked away in a purple pencil skirt with a slit in the side, a diamond on her belt. Her top matched her coat so perfectly it looked like she was completely nude, aside from the ruffles. She may as well have been, as she filled out the loose garment with huge firm globes of breast flesh, showing absolute cleavage down to her belly button. “Goodness, and you brought Silver Spoon too, you must be here to talk business.” She sat down at her desk, making sure to avoid giving any look down up her skirt, before putting on her red-rimmed glasses.

“Yes, well. *ahem*” She coughed “Due to some… revelations brought by a one Shadow Cloud over here, I’m going to have to take my tiara off of the uniform.”

“Shadow Cloud…” She eyed him directly and he froze up. “Sha-! Oh my, so you’re him?! Goodness, I should have realized earlier Darling, I’m so sorry. So tell me,” A glint washed over her glasses as she winked at him. “Do you have a tuxedo yet?”

“Huh? A tuxedo?” He tried to look away from her. It was hard to do so, considering that the room was plastered with her accomplishments, photographs, magazine covers, each having some form of Rarity and her huge tits in the shot. “I’ve never had a reason to own one.”

“Oh.” She sounded disappointed. “Well you never know when you might need one for a… special occasion.” She chuckled a little.

“Rarity, focus please?” Diamond’s face impeded her vision of the stallion. “Is it too late to take that out of the design or no?”

“Oh no, fortunately you’re good on time, Darling. The fabric hasn’t come in yet. I ordered the finest just like you asked.”

“Wait, I just realized something.” Shadow Cloud walked up to the table, unwittingly getting an eye full of Rarity’s bosom in the process. Prying himself away from them he locked eyes with Diamond, who knew he was looking, and wasn’t very happy about it. “You’re getting your employee uniforms made here? Sweetie told me that all your work is dry-clean only.”

“Quite.”

“And your point is…?”

“Okay, try to follow me here.” He pinched the bridge of his nose. “Imagine if I was wearing one of these uniforms, moving large, heavy boxes. Getting it all greasy and sweaty by the end of the day. Are you seeing this scenario?”

The three mares were breathing heavily, Silver Spoon whimpering in the background. “Oh I’m seeing it. I’m definitely seeing it.”

“Okay, so all that sweat, grease and grime is not going to come out of something that is dry-clean only, at least not cheaply. How much do you plan on paying your employees anyway?”

Diamond Tiara shook herself out of her stupor, and wiped off the drool at the corner of her mouth. “Well, I’m sorry, but I won’t comment to a stranger about how I run my business.” She huffed.

“Silver?” He turned to her.

“Ten bits.”

“Silver!”

“Per hour?”

“Per week.”

“SILVER SPOON!”

“Per WEEK?! I spend more on fruit juice in a week than that! And you expect them to pay dry cleaning for a weeks worth of uniforms?!”

“Wh-what’s the big deal? They can just get more money from their parents like I do.” Silence hung in the air. “What?”

“Say that sentence again, slowly.”

“I said they can just get more money from their par-ooooooooooohhhhhh. You know I might not have thought through this very well. Rarity, I’m sorry, but I’m probably going to cancel my order. Silver Spoon, come on, we need to head back to the drawing board. Sorry to leave you like this Schlong Goblin, but we’ve got work to do!” Diamond Tiara’s embarrassment was on full display as she quickly grabbed Silver’s wrist and dragged her away like a kite in the breeze before the door shut with a jingle of the bell.

Both Rarity and Shadow Cloud stared at the door, trying to comprehend what just happened. “So… you just lost me a sale.”

“I kind of did, didn’t I? I wish there was something I could do to make up for it.”

“Oh, but there is Darling!” He turned to her, and immediately recoiled by her toothy grin on her face as she pulled her tape measure taut. “Spread ‘em, Schlong Goblin.”

“Eh? EEEEEEHHHHHH?!”

Chapter 3 - The Hills are Alive Under the Sea

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Shadow Cloud sighed, heading back to the CMC clubhouse. It had been another half a week since he had seen them outside of class. He was missing the girls a lot, remembering their naps together, their soft warm bodies pressed against him. He was hoping they were finally free of the colt they were dealing with.

“Oh for Luna’s sake, FUCK OFF!” Sweetie Belle yelled, and a slap echoed through the trees loud enough to shake the apples in them.

A red and black stallion with his pants and underwear between his legs was ejected from the front door onto his face. “And don’t come back ever again!” Applebloom dusted off her hands.

The stallion bunched up his pants and flapped away. “Fucking sicko.” Scootaloo grunted from the window. “Oh hey! Shadow Cloud, please come up? PLEEEEEASE?!”

All three girls practically consumed him as he shut the door, Sweets and Scoots kissed him on the cheek as Applebloom just plain went for broke and kissed him on the lips. “Oh it’s been so terrible without you. Please let us snuggle with you for a while?” Applebloom wiped a tear from her eye.

“Of course, but what happened?!” He sat in his usual spot, with his wings stretched to accommodate the girls, but Applebloom sat between his legs as well, laying her head on his chest and hearing his heartbeat. This also had her bust cradling his crotch at the same time.

“He was a total perv.” Scootaloo held onto his arm for dear life.

“Yeah, every day he insisted his cutie mark was something different.” Sweetie nuzzled into his neck. “And every day he found an excuse to drop trow infront of us.”

“There wasn’t a damn thing wrong with him. He was just there to show off his penis and get hard.”

“I think he wanted to get in our pants.”

“Oh I DEFINITELY know he wanted in our pants, Scootaloo. The way he was always looking down my dress? I mean I know I’ve got a great rack, but god damn he was thirsty.”

“Well you fillies are all really attractive.” Shadow Cloud got an echoed ‘aww’ from all of them. “Can’t say I blame him for falling for you, though his method was dangerous and wrong.”

“He was also really small. Like I don’t know how he could think we’d get excited at seeing something that tiny.” Applebloom grinned, feeling a shift in his crotch. “Especially when we’ve got a big stud here that loves and respects us.”

Shadow Cloud swallowed. “Sweetie Belle?”

She bit her lip. “Rarity may have let slip a few things about your measurements. And I may have let that slip to the girls.” She chuckled nervously, a shit-eating grin on her face. “I believe her exact words were ‘You’ve got something here that will make the mares squirm.’”

Shadow Cloud sighed. “That’s twice I’ve had that told to me. Buy two strangely similar sounding mares now that I think about it.”

“Wait why would Mrs. Cake have told you that?” Applebloom raised her head.

“Huh? Who’s Mrs. Cake and why would you immediately go to her?”

“Oh it’s just sometimes they sound a lot alike. Nevermind.”

Scootaloo sighed. “I can't believe how much I missed this. Thank you for coming around today.” the girls echoed the sentiment with an “Mhm.”

The girls and he just laid there for a while, occasionally a relieved sigh would emerge from their lips.

“Hey, Crusaders!” a voice outside snapped them all out of their peace. “Is Shadow Cloud there?!” Diamond Tiara waved from below even though no one was looking. She was halfway through waving by the time that someone came to the window.

“Sorry Diamond, we're all really tired right now.” Scoots said, her arm dangling out the window, with her cheek resting on the other arm. “Is this important?”

“Of course it is!” She beamed. “Cloudy has been super helpful in getting my business up and running. So I want to offer him a job! Is he there?”

Three pairs of eyes immediately locked onto him. “You've been with Diamond Tiara?!” AB hissed.

“Was that a bad thing?” He blinked in surprise.

Sweetie put a hand on Applebloom’s shoulder and squeezed. “She wasn't exactly the best to us when she was younger, and yes she and Silver Spoon have improved over the years, but she's still a bit… stuck up? It can be hard to deal with her at times.”

“Of course he does have to interview for it. I'm not allowed to show preference. Tell him we can meet up over the weekend to do it.”

“Um…. Sssssorry Tiara!” Sweetie squeezed through the window, shoving Scoots to the corner. “We’ve already got plans! We're heading to the beach this weekend!”

“We are?” Applebloom raised an eyebrow before Sweeties magic pinched her cheek. “Ow! I mean we are!”

“Oh, that sounds fun. Can me and Silver Spoon join you?”

“I mean we're going to the beach out of country!” She grinned gesturing to Scoots to back her up.

“Uh yeah! We're catching a train to… to…”

“Mount Arris!” Sweetie finished her statement and the other two girls looked at her slackjawed. “Yeah, we're going to take Shadow Cloud to meet the Hippogriffs and Seaponies. We'll be gone all weekend. Sorry! Rain check maybe?” She pulled Scootaloo from the window by the scruff of her neck and slammed it shut.

“Oh. Okay.” Diamond Tiara trudged away.

“Mount Arris? Seriously? You know we have to follow through with it right?” Applebloom squinted at Sweetie Belle.

“I know. I’m sorry, but it's all I could think up. But I could really use some zen time in the harmonizing heights. And Scootaloo could get in some fin fun time too.”

Scootaloo sighed pressing her hand to her heart. “Look I'm not thrilled with this idea either. He's probably still there. But I'm willing to deal with it if you are.”

“I feel like I'm missing some context here. Someone want to clue me in?” Shadow Cloud turned towards Applebloom.

“Terramar. He's Scootaloo’s ex. Actually he dated both of them at the same time. But he's got a few… issues that drove them to break up with him.”

“Dare I ask?”

“He was two timing us.” Scootaloo stated matter of factly. “When he wasn't swimming with one of us he was field twirling with the other.”

“The jig was up real quick with him, since the three of us share everything. To be honest I would have been okay if he hadn't tried to hide it.”

“But then he got real possessive. Like he was entitled to us, just because we were with him, even after he was found out.”

“We both walked out of his life hand in hand.” The three girls joined hands around him. “Going back is going to be tough. But I think if you’re there we should be able to make it through. Will you go with us?”

He smirked, chuckling a little in the middle of their semicircle. “I dunno…”

“We’ll be wearing bikinis….” Scootaloo winked.

“Hmm….” He was a tougher sell than that.

“Designed by my sister.”

“SOLD!” They shared a laugh and went back to cuddling until sunset.

The train ride was long. Very long. “Look, I’m sure she means well, but I’m just saying that your sister tends to come on very strong, Sweetie Belle.”

The girl shrugged. “She knows what she likes, fortunately she also knows what I like, and tries not to overstep when those views coincide. But there are times she can’t help herself, especially if it’s something big, hard and meaty.”

“Okay, but why did she have to measure my shaft with her breasts?!”

“She has a very generous chest, and she is very generous with said chest. Honestly, I’m shocked that you could measure it. Usually they just disappear into her cleavage and come out limp a couple of minutes later.”

“How… how can you be so nonchalant about this?”

“Because it’s my vacation, and you’re going to see a lot more T&A in a bit.” She winked, bouncing in her pure white sundress.

The girls all nodded in agreement. Moments later, the train arrived at the foot of Mount Arris, home of the Hippogriffs. The Hippogriffs were typically much taller than the average pony, almost amazonian in stature, with muscular limbs, but lanky bodies. Their clawed hands made for a powerful greeting, especially if you weren’t prepared. Those Griffs who were permanent residents wore sparse clothing, typically of shells and grasses, and those who commuted to the Equestrian lands frequently often wore more clothing. Shadow Cloud was explained this as they dropped their luggage off in their room.

Immediately afterwards, Shadow Cloud was ushered off to the beach to prepare them a spot. With a duffel over his shoulder and an umbrella on his back he took his dark red baggy shorts down to the sands to pick out a good spot. Making sure not to disturb any sand crabs he planted the umbrella and rolled out the mares towels, each with their cutie mark emblazoned on them. He heard them call to him, and he raised his head as they rounded the corner. Suddenly he was very grateful his trunks were so baggy.

Scootaloo’s swimsuit was essentially just a front panel of purple fabric a few shades darker than her mane. Every curve from her slit to her chest was held in place by only three threads on each side, one wrapping around her asscheek, one under her arm, and one over her shoulder. When she had his eyes locked on him, she turned, flaring her wings and hovering off the ground, showing an exceptional amount of sideboob.

Next to her was the marshmallow unicorn, and she hadn’t been lying when she said it was one of her sister’s designs. While it was a dull shade of dark gray, it was a feat of engineering. This halter top met at the center of her collarbone with a pink pearl, and wrapped from there around her huge bust, just covering her areola up, and tying behind her, leaving the rest as pure underboob, which was essentially half of her head-sized chest. Her bottoms were low riding gray panties that showed off a thigh gap that was begging to be filled up with some stallion meat. When eyes were on her, she pinched the straps and sent her rack quaking in front of his eyes.

If the other two were sideboob and underboob, Applebloom was allboob. She had the least amount of fabric covering her as the other two, only two small triangles of pink fabric the color of her hair bow covered her nipples, and her bottoms were simply a thong. While she wasn’t as large as Sweetie Belle in the chest, she showed off more of it, as they bounced to and fro freely, the garment serving in no way a support to her mammaries.

As they bounded up to him, they each claimed their towels with their own separate bags and surrounded him. Flabbergasted at their attire he couldn’t be brought to say anything, though the tent in his shorts told the girls all the story they needed. They brought him out into the ocean to clear his head and they began to swim.

The girls began to splash and play with each other. Scootaloo floated over to him, flicking her tail against his crotch before grinding her ass and back against him. “Touch me.” She begged. He found his hand sliding under her suit, rubbing her pelvis, just below her belly button. His other squeezed her left breast gently. She cooed as she arched her back and neck, giving him a quick peck on the cheek before floating away.

Applebloom was next, wrapping her arms around his neck. “Grope me.” She whispered. His hand immediately went to the round globes of her ass, pulling her close and pressing his erection against her barely covered slit as she kissed him. She moaned into his mouth.

Sweetie Belle was the last to come around. And as the other two were busy in an intense game of splash tag, she put a finger to her lips and pulled up her top, allowing her pendulous breasts to drop against her chest with a splash. “Ravish me.” She said as she brought them to his face. He instinctively pressed his face into them, taking one nipple into his mouth and playing with it on his tongue. “MmmMMM!!!” Sweetie tried to hold in her pleasure as he switched to the other breast. When he let go, she was panting heavily. She tucked her tits back into her top.

“Your turn.” She whispered in his ear as her hand went down his beltline.

She rolled the head of his erection in the palm of her hand, and he had to close his eyes from the sensation. “Sweetie…” He whispered. He suddenly felt two other appendages snaking their way into his shorts. The other girls pressed against him, one to his side and one behind him. They caressed his balls and stroked his member in sync. He didn’t dare open his eyes. “Girls, it’s too good. I can’t hold out.”

“Then don’t.” Applebloom kissed his cheek. “Dye the water white, stud.” All three of the girls pressed their chests against him and picked up the pace.

He grunted and gasped, desperately trying to hold out, but he could feel it bubbling and rising to the surface. Scootaloo pressed her muzzle into his ear. “Cover us in your cream.” It was just enough ASMR to send him over the edge, and with a hard twitch he let loose.

The first wad of ejaculate bubbled to the surface and burst with the force of a geyser, exploding onto the girls, who made surprised yelps. The second twitch was much more concentrated in force so it kept its aim when it broke the surface, hitting Sweetie Belle right in the chest.so hard that it knocked her tits out of her top again, and she backed away. Scootaloo quickly took her place, taking the next couple of shots in her hands. Applebloom continued to pump his member as he throbbed in her grasp. “There’s so much of it!” She gasped as the surface clouded around her, so she couldn’t see his cock anymore. All of them were panting, out of desire and exertion. The girls had gotten what they wanted and more, and Shadow Cloud got more than he had bargained for, and this trip was only a couple of hours in.

“I think…” He gasped. “We should probably rest on the beach… for a while.” The girls cooed in agreement, dunking their heads under the water to clean off the briney spooge.

The girls laid back or forward on their towels, each of them rocking sunglasses. Shadow Cloud sat in the middle, reading a pamphlet he had gotten from the concierge desk. He looked up occasionally to admire the girls flanks, their bottoms barely covering their cutie marks.

A shadow cast over the four of their towels as a griff approached. “I thought I recognized some beachgoers. It’s been a while, girls.” He was only slightly taller than Shadow Cloud, had an eggshell offwhite coat, and turquoise feather mane. His beak shone with a grin.

Sweetie pushed her sunglasses down her muzzle for a moment. “Hello Terramar.” She said with a little salt in her voice before shifting them back up again.

“Oh come on, don’t be like that, it’s been years now.”

“It’s been A year.” Scootaloo said, not even looking his way.

“And some change.” He laughed nervously. “Look, I’m a changed griff, I promise. I even took your advice and got a job.” The girls all turned towards him, Sweetie Belle plucked the pamphlet out of Shadow Cloud’s hand to use it to cover her breasts. “Yeah, right there. You see that ad? I’m a guide for Air and Sea Tourism now.”

“That’s very impressive. If it’s true.” Applebloom squinted.

“It’s true, I promise. Scootsy, you…”

“SCOOTALOO!” She immediately snapped. “You lost the right to call me any nickname.”

“Scootaloo, I’m sorry.” He pressed his claw to his chest. “You still enjoy the water right? How about I arrange a few hours as a seapony for you and your… escort.” He eyed Shadow Cloud with annoyance. “On the house of course.”

Scoots looked to the others. “I did want to take a dip, and I would rather have somepony with me. Is that okay girls?”

“Sure. You already know what I wanted to do this afternoon.” Sweetie Belle said.

“I’m fine with it. Just make sure you do everything we would do.”

“Oh I intend to.” She licked her lips while looking at Shadow Cloud, rousing a small grunt out of Terramar. He motioned for them to follow, and she took the batpony’s hand as they walked the beach.

At the dock, Terramar produced two shell bracelets from a chest in his shack and reciting a well memorized speech. “Welcome to Air and Sea Tourism. These bracelets will allow you to transform temporarily into a water-breathing creature that can tour the depths of the wonderful land of Seaquestria. If this is your first time experiencing this transformation, we recommend you spend at least 30 minutes in shallow water getting acclimated before diving deeper. A standard dive lasts two hours, however you can recharge your bracelet at a clearly marked station by paying 5 bits per hour of charge time. If you run out of time, your bracelet will begin to glow and you will have 30 minutes to surface. If you do not surface within that time, an air bubble will form around you and you will ascend rapidly. You can also trigger this in an emergency by biting down on the blue pearl. Do you have any questions?”

“One. What do bat ponies transform into?”

“Unfortunately I don’t have an answer for that. None have come around since I was hired. Guess it will be a new experience for you. If there are no further questions, please enter the water and touch the pink pearl to transform.”

Scootaloo grinned and practically leapt into the water with a “woohoo!” transforming along the way. She clearly had done this many times before, as she surfaced, her mane glistened in the spray, her sleek body had turned into that of a mermare, fins adorning her arms, and her legs merged into one tail, a dorsal fin grew out of the small of her back with her cutie mark adorned on it.

“Well, here goes.” Shadow Cloud jumped in, gripping the pearl his body morphed. His first instinct was to surface to gasp for air, but Scootaloo pulled him down, allowing his body to acclimate to the water.

“Oh wow!” She whispered. His arms and wings had combined and thickened into triangles, and his legs thinned into a point. “You’re… beautiful.” His finspan slowly flapped as he got his bearings. He wrapped his fins around Scoots and gave her a huge hug, which she giggled at.

They both surfaced after taking a breath. “Interesting.” Terramar scratched his beak. “It looks like bat ponies inherit the traits of manta rays when transformed. I’ll let my supervisors know.”

“Terramar, you’re not joining us?” Scootaloo said.

“Unfortunately I’ve got another tour scheduled up the mountain.” He broke eye contact. “But you’ve been there before, so you’ll be fine, I’m sure. Have fun!” He quickly took to the air.

“Come on!” Scoots tugged Cloudy Ray down. She spun and whirled and giggled like it was the time of her life. “I love it so much down here. When I’m on the surface my wings don’t do very much, but down here I’m as fast and agile as Rainbow Dash. Wheee!”

“I’m definitely not.” Cloud chuckled. “I feel slow, but I can glide and coast, and feel the changes of the waves in my arms, or fins, or whatever these are.”

Scoots got a toothy grin and a glint in her eye. “Let’s hit the bottom. I have an idea.” They quickly sank into the darkness below. “Now spread out wide.” Following her lead he spread his fins out, she slipped under him, flipping over and wrapping her arms around his neck. “Now no one can see what’s about to happen.” She pressed her pelvis against him and moaned, grinding against him more. “I’ve been so horny since you touched me. I need to cum. Just don’t let anypony see me.” She held him tight, humping his belly from below, rubbing her most sensitive scales against him. She whimpered and mewed as she ground harder and faster into him. “I’m so close. I… love you, Shadow Cloud.” She squeaked out as she went over the edge. Her belly twitched as she came down, letting loose from him. As she came down from her high, she cupped her mouth and her eyes went wide. “Oh fuck! I said it! Shit! Forget I said that! I mean don’t forget I said it, but forget I said it said it. The girls are gonna kill me.”

“Where the fuck did that bitch and her coltwhore go?” Shadow Cloud’s ears perked up. Somewhere above them there was a group of five or six seaponies. He silenced her with a kiss, closing his eyes, letting shadow take them, his body darkening to match the sands they were in.

“I don’t know, they dived way too fast. That dude was supposed to be a beginner.”

“Well find him quick. Terramar told us to keep them down here as long as possible. We don’t do that, we don’t get paid.”

Scootaloo and Shadow Cloud broke this kiss, staring into each others’ eyes with worry. They both heard it. Keeping his darkened camouflage active took most of his concentration, so she slowly steered him inch by inch until they got out of range of the patrol. He gasped, and she panted as well. “Why would they try to keep us down here? Unless….”

It hit both of them at the same time. “Sweetie Belle!” They both bit the surface pearl at the same time, and they merged into the same bubble as they reverted. Shadow Cloud wrapped his arms around the mare tightly as he watched the surface get closer. Using the acceleration as a springboard, he launched the both of them into the air and spread his wings wide, continuing to flap hard to gain altitude, giving them a view of the entire mountain island. “Shadow, over there! That’s the Harmonizing Heights. That’s where Sweetie said she’d be!” He dove with her. Getting straight there meant going through the Hippogriff village at high speed. She spread her wings under him, using her own body as a stabilizer and rudder to keep them from hitting any griff or building as they buzzed on through.

He let her drop, and Scoots glided to the lush forest floor. Unable to slow himself, he tucked and rolled, forcing himself on his feet into a run. “Sweetie Belle?! Sweetie Belle!” He called out as loud as he could.

The mare’s eyes opened from her meditation, and she rose from the bed of grass she was in. “Shadow Cloud?”

He enveloped her in a tight hug, tears streaming down his face, laughing in relief. “Thank Faust you’re okay. If anything had happened to you…” Before she could even say anything he kissed her deeply, making her knees go weak. “I love you.”

“I... love you too.” She gasped. “Oh shit, the girls are gonna kill me!”

Scootaloo slid next to them. “It’s okay, I let it slip too. But if you’re okay….” She swallowed. “Sweetie, where’s AB?!”

“Hghrh! Rgnngh!” Applebloom fought against the hippogriff with all she had, but she couldn’t break his grip. “Let me go you shit eating cocksucker!”

“Is that any way to talk to your coltfriend, Blossom?” Terramar said with a sinister glint in his eyes.

“The fuck?! We never dated!”

“Funny, I seem to remember I was dating all three of you. But you were the one that spilled the beans.” He released one of her wrists, and she immediately slammed her fist in his face. He didn’t budge. “But it’s fine.” His free claw slashed apart her bikini top, groping her tits roughly as he sucked on one of her nipples. “As long as I still have you.”

“Get off of me, you insane fuck! I’m not yours! I’ll never be yours!”

His claw gripped her neck and she started to gag. His engorged member emerged from his pants. “Then I’ll take you. Your precious little escort won’t ever get what you’ve been saving. No one wants damaged goods. But don’t worry Blossom, the griff who takes your flower will always be here for you.” He cut her thong off with a swipe of his claw and poised his member at her entrance.

Tears streamed down Applebloom’s face as she fought to stay conscious, trying to scratch at the claw around her neck. “Sha...dow… help… me….”

The glass door to the porch shattered and a figure slammed both his feet into the bird’s face before he could react. He was thrown against the wall, releasing Applebloom in the process. “Piss off, goose shit!” Shadow Cloud grunted, scrambling to get up. “Scootaloo, get her out of here!”

Another figure landed on the terrace, and she grabbed Applebloom’s arm. “Come on, we have to go!” She tugged the girl.

Shadow Cloud threw a punch at the bird, but he took it as his predator instincts locked on to him. “You!”

“No…” Applebloom whispered. “Shadow Cloud, don’t! He’ll kill you!”

“Applebloom, move!” Scootaloo tugged her, and she winced, stepping on some broken glass.

Shadow threw another punch and this time Terramar opened his maw and bit down on his fist. He cried reeling back as it tore his flesh. Terramar spit his blood. “Those mares were never yours. And once you’re gone, they’re mine again.” He pinned Shadow Cloud against the wall with his claw, unable to touch the ground.

“GYEEEAHHH!” A shard of glass entered deep into Terramar’s shoulder, and it went limp, releasing the choke on Shadow Cloud. “We were never yours.” Applebloom trembed, blood dripping down the cuts in her fingers. “Just because your parents left you alone doesn’t mean you can take whatever you want. Whoever you want. We didn’t want to hurt you, but you left us no choice! You used to be a good creature, Terramar. Like when we first met you. But look at the broken monster you’ve become.”

“Oh…” He collapsed.

The door was broken down and guard griffs swarmed the room. Terramar was secured and taken away to have his injuries treated. The three girls and Shadow Cloud were relocated to a different hotel room, and Applebloom, Shadow Cloud, and Scootaloo were treated for their injuries. Once Applebloom was bandaged, he wrapped a blanket around her, and she broke down, bawling into his chest. “Thank you! Thank you! I love you so much, Shadow Cloud. I know I promised the girls I wouldn’t say it, but I have to. I’m sorry girls.”

They shook their heads. “To be honest, it was a stupid vow in the first place.” Scootaloo sighed.

“But… how did you find me?”

“The whole thing was planned out, meaning he had seen us at some point when we arrived. The only place we went to was the hotel. It made sense that he’d have a room, and the front desk didn’t have any reason not to tell us.” Sweetie answered.

“Any later and I… I…” Applebloom buried her face in her wounded hands.

Scootaloo and Sweetie Belle shared a look and nodded. “We need to go back home.”

“And hold an emergency Crusader meeting.”

Chapter 4 - Week Zero - Part 1

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The train station in Ponyville was crowded as always during the midday rush. The CMC and Shadow Cloud tried to use the crowd to hide in so they could quickly sweep them back to the clubhouse. “Crusaders?” It didn’t work.

Silver Spoon had seen them, and Diamond Tiara was of course with her. She turned at the sound of her voice. “Crusaders!” She rushed up to them, holding Tiaramart flyers against her chest. “You’re back so soon? I thought you’d be gone until tomorrow.” The four of them remained silent, not looking at her. “D-Did something happen?” She stuttered.

At her side, Silver Spoon examined each of them. When she got to Applebloom, she gasped and rushed forward, dropping her binder and hugging the girl tightly. Foreheads met, gray to gold, and she looked into Applebloom’s eyes. “Don’t say anything. It’ll be okay. They’ll help you through this.” She stepped back. “Take her where she feels the safest.”

“Silver Spoon.” Diamond spoke in shock. “I… I don’t know what’s going on, but if you need anything, contact me right away, okay? I mean it!”

The girls moved forward. Shadow Cloud did too, but Silver Spoon caught his sleeve. “Please stay.”

“But I really should….”

“No.” Sweetie turned to him. “It’s okay. Bring him by the clubhouse this evening.”

The pair nodded, and he stayed behind. Silver Spoon retrieved her binder and clasped his hand tightly. “Our place?” Diamond asked.

She nodded. “But my room.” Diamond’s eyes went wide.

Diamond brought the three of them to the Rich manor, in the wing where Diamond Tiara’s room was. And right next to it was a room with its door locked, and its knob dusty. Silver Spoon took her necklace off, the one with the spoon that looked like her namesake and used it on the keyhole. “Should I… go in with you?” Diamond asked.

Silver took a deep breath and smiled, a tear running down her cheek. “It’s going to be okay. I’ll see you soon.” She ushered Shadow Cloud inside, and then closed the door.

As she turned on the light, Shadow saw what was a bunch of dusty relics, broken furniture, torn clothes, and blood. In the center, sat a chair. She sat in it, quivering. “Silver Spoon?” He knelt next to her, placing a hand on hers.

“How far did he get?” She whispered. “With Applebloom I mean.”

“Silver….”

“Yeah, I know.” She answered his question before he could ask it. “She had those same blank eyes. The fear and broken will. How much did he take from her?” She gripped her knees tightly.

“He didn’t get far. She’s… intact.”

“If only we all were so lucky.” A tear dripped onto his bandaged hand. “Have you figured out what this room is yet?”

He scanned it one more time. “These are relics, of significance to you and only you. Relics of a time you locked away. Of when you…” He trailed off. She gnashed her teeth. “How much did he take?”

“Nearly everything, except this.” She patted her uterus. “He was my father.” Shadow’s eyes widened. “He was a fool with money, and he threw it around like Nightmare Night candy. And when things got tough he would sell his wife’s and eventually his daughter’s holes to make up for it.”

“And Diamond Tiara found out.”

She nodded. “I still don’t know how. It was the night of the big auction. Whoever won would take me as his slave bride.” She doubled over and Shadow caught her before she fell. “Before the gavel fell…”

‘18 Million Bits!’ The auction house turned to the newcomer at the door, tears in her eyes, panting from exertion. Silver Spoon looked up from the floor at her best friend, who just outbid the next highest bidder by over double. ‘You heard me! And I don’t hear any other bidders! Hit the block, that girl is mine!’ THOCK! The gavel fell.

Diamond Tiara rushed the stage. ‘Why? You didn’t have to.’

‘Yes, yes I did.’

Shadow Cloud knocked on Tiara’s door, and she opened it. He carried her in his arms, asleep, but no longer crying. “I had a feeling that might happen.” She sighed as he eased her into the girl’s bed. “But why did she want you there, and not me?”

He stood up and placed a hand on Tiara’s cheek. “Because she loves you.” He looked at the mare in the bed. “After seeing Applebloom, she saw herself and started to remember everything. I think she asked me because she knew I would rescue her, pull her out of there.”

“But I could have done that! I’d done it before!” Tiara shed a tear, and Shadow Cloud cupped both her cheeks.

“And she loves you so much that she couldn’t bear to make you do it again.”

She sniffled, falling into him and giving him a tight hug. “No wonder she won’t stop raving about you. And to be honest, I’ve developed feelings for you too.” She kissed his cheek. “I need you to promise me something.”

“Anything.”

“I want you to take my virginity. Not now though, when we’re all ready. Because I know Silver wants you too, and I won’t take you away from her. So promise me that when the time comes, you make love to us both.”

He took a deep breath. “Okay. I promise. It’s not like I could resist you two for very long anyway.” He placed a hand on her plump breast and gave her a long kiss which made her weak in the knees.

She panted as she stepped back. “Th-The Crusaders don’t know how lucky they are.”

“Crusaders…” Applebloom stood at the podium of the clubhouse, finally smiling. “We are so fucking lucky. So I hereby bring this emergency meeting of the Cutie Mark Crusaders to order. First thing on the block. Who broke the vow first?”

“Yeah, that was me.” Scootaloo rubbed the back of her head. “It just kinda slipped out.”

“Okay, and Sweetie, I’m guessing you were second?”

“Yeah, but that doesn’t count! He confessed to me first, so I had to say it back!”

“It absolutely counts! You could have clammed up but didn’t. We’re going to have to come up with a suitable punishment. But until then, let’s talk about number 2 on the agenda. What happens from here on? We each have confessed to Shadow Cloud, meaning that things are going to change.”

“I mean do they have to? I’m pretty sure he’s known how we feel for a while. We could just do what we’ve been doing.” Sweetie quickly pointed out.

“Sorry Sweetie Belle, but I don’t want to dance around the issue. I want him coring my apple as early as tonight, and I know both ya’ll too well to say you don’t feel the same way. But if we do this, we’re doin it together. No one’s left out, agreed.” The other girls nodded. “That being said, Scoots, because you broke the vow first, you’re goin last.”

“Wah?! Shit.” She crossed her arms and pouted.

“But what about what happens after?” Sweetie Belle bit her lip. “I mean, I’ve said it before, I’m okay with sharing with you two as long as we’re open about it. But what if he picks one of us over the others?”

“Then we have to promise right here and now, that no matter who he picks, no matter who he fucks, we won’t get jealous of the others. If he picks one of us, two of us, or all of us, it doesn’t matter. It’s not a competition. I don’t want to jeapordize all we’ve done, all we’ve become, because we all love the same stallion.” Scootaloo took the floor. “If he picks Sweetie, I want to be happy for her. If he picks me, I want you both at the wedding.”

“Agreed. I don’t want anyone splitting us apart, not even each other. We’ve been through too much together.” Sweetie wiped a tear out of her eye.

“Agreed. The Cutie Mark Crusaders are forever. I swear on the crest that adorns our flanks, we will accept who he chooses, and stay together forever.”

“I swear on the crest that adorns our flanks.” The other two echoed.

“Now… I think we need some supplies.”

“You know Diamond, you don’t have to do this.” Shadow Cloud pushed past a branch, one of an infinite number in the Everfree Forest. “My hand will heal on its own.”

“That may be, but I owe you a favor. So here we are.” They came upon a hut with a bunch of colorful jars and masks adorning it. “Zecora, are you in?” She knocked on the door.

“Diamond Tiara? This is a surprise.” A zebra opened the door, golden jewelry adorned her neck, wrists, and ears, a well-groomed mohawk was atop her head. “Don’t you have enough cream for your hives?”

Tiara blushed bright red. “I’m not here to deal with acne Zecora!” She spoke through her teeth. “My lovely stallion here needs a wound looked at. Maybe you have something that can speed up his healing time?”

He nervously waved his bandaged hand, trying to ignore the fact that aside from the jewelry she was completely naked. She laid eyes on him and tilted her head. “I must say this is a curious thing, we’ve never met, yet a bell still does ring. Come, let us see what I have inside that might be able to mend this boy’s hide.”

She bid him to sit down, and she unwrapped his wound. He hissed a little as the bandage came off. She straightened after taking a breath. “The blood of a bat, willfully given. Never obligated, but was so driven. Iron will of clanmates sworn. To be repaid once his reborn.” She turned to her cauldron, breaking open some ingredients, crushing a flower in a pestle, rapidly bringing together seemingly random objects as she muttered below her breath.

Diamond blinked at her as well. She had never seen her operate with such fervor before. She normally would take her time, but something was driving her. Suddenly she was upon the girl, reaching up her skirt without a word. “The fuck?! ZECORA! OW!” She was back to the cauldron like nothing happened, Tiara holding her crotch, with her legs shut, snarling.

She sat down in front of Shadow Cloud with two bowls, who was now extremely worried. “This will sting, and it may burn, but it will be a page of the past once turned.” She grabbed his bad hand and squeezed it until blood was drawn again, quickly dusting it in white powder. “Salt sprinkled in an open wound.” She dipped a tuft of hair into a bowl of dark brown goop. “Sap spread by the fur over a fertile maiden’s womb.” She shoved the second bowl in his face. “Drink now before it dries, it must be now before potence dies.” He poured it into his mouth and immediately started to gag on the taste. “The pact in place, rises hidden might. Shows itself only as ovums delight.”

Shadow Cloud gagged and coughed, but still downed the whole bowl. After wincing at the taste in his mouth he recovered. “Ugh, Faust that was vile. But beyond that I'm f-” His arm went dead, feeling extremely heavy. Then a tingling, burning sensation coursed through it rapidly. The sap on his hand glowed as he held it, grunting in pain.

“Cloudy!” Diamond placed a hand on his free shoulder. “Zecora, have you lost your mind?!” The sap evaporated and he slumped over the chair, panting.

The zebra lifted up his hand. The wound had closed, leaving only a shield-shaped scar where the beak had bit him. “The potions root has taken in the seeds to be sown. But rest assured that it was always your own. There's no need to fear, he's safe to go home. Or perhaps… to some place alone.” Zecora left, heading into the back room.

“Cloudy, can you get up?” He nodded and stood, wrapping his free arm around the girl. They left Zecora without another word. “That was not normal for her.” She said as they got out of earshot. “I'm so sorrEEEEE!” Shadow Cloud grabbed a handful of her ass. “Cloudy! What are you…” Her eyes widened as he pressed his lips to hers. She moaned a little as she fell back against a nearby tree, panting.

“I'm don't know if it's the potion or the experience, but I want you so badly right now.” He placed a palm on her breast, rolling the nipple around in his fingers.

“Oh yes!” She moaned as they kissed again. His free hand pushed aside her panties and pressed a finger inside her. “No… I mean no!” She gasped as he nibbled her neck. “We can't. Not without Silver.” She stroked his member in his pants. “I want this inside me so much, but we really really can't right now! Think what it would do to her!”

Shadow Cloud bit his lip and turned away, balling his newly healed fist. “You're right! You're right. I'm sorry.” He took a deep breath. “I got carried away. That was too much.”

She kissed his cheek. “I want it too. But it's not right, at least not yet. Come on. I promised to get you to the Crusaders before nightfall.”

Shadow Cloud laid his hand on the door handle to the Crusaders clubhouse. The sun was beginning to set. Diamond Tiara left him at the foot of the tree, spurning his invitation to go with him. He opened the door slowly. As he entered, he found himself in front of another door, with a sign on it telling him to lock the Clubhouse door before entering. He did so, and then opened the second door. The girls had set up a large set of mats, blankets and pillows into a makeshift king size bed. The windows were covered, the room lit up by lanterns. There was a smell in the air, a musky perfume. It was the smell of need.

Applebloom was on the bed, panting heavily, her chest heaving under the green t-shirt she wore when she first met him. Her bottom half was bare, her legs spread, only covered by the second mare’s hand. Sweetie Belle had been playing with her, teasing her, for Luna knows how long before he arrived. He imagined that the girls knew all about each others sweet spots, practicing on each other over the years, and that made his erection rise even quicker.

Sweetie rose. Scootaloo climbed down the ladder next to him. They both reached him at the same time, each giving him a kiss on the cheek. Scoots popped open a bottle of apple juice and held it up to his lips, and he drank long gulps of it as Sweetie removed his jacket and pants. His t-shirt and underwear were all that remained, and the tent in his shorts and the juicy precum stain that was on it made all three girls moan with desire. Sweetie knelt down in front of him and Scoots came up behind him. They gripped the hems of his remaining clothing on his midsection and simultaneously peeled them off. Scootaloo gave him a lusty kiss as she traced his chest with her hands. Shadow’s member sprung out, landing on Sweetie’s face. She flushed, taking in a deep whiff of his musk, and she began to pant faster and faster, her tongue lolling out of her mouth until she took a long lick of him, from his balls to his tip. She stood up, forcing herself away from her beloved’s pride and pressed herself against his chest. “She’s ready for you.”

“We all are.” Scoots groaned, “Make her yours, then make us all yours.” The girls gently stepped with him over to Applebloom, before releasing him and letting him go off on his own to the needy filly.

He held her hand. “I fell for you from the first time you smiled at me.” They kissed longingly, sharing tongues. “I was scared you wouldn’t like me. I’m just a plain farm filly with two sexy mares as best friends.”

“Applebloom I…” She pulled his hand down to her pussy. He could feel the difference in temperature as he pushed two of his fingers inside her.

She bit her knuckle as he did. “But you make me feel so special.” A tear rolled down her cheek. “I love you. And I want to give you my first time.” She reached her hand down to his crotch and pumped his cock for a couple of strokes before aiming it at her entrance. “Take me. Make me a mare. Your mare.”

He held her hand and she bit her lip as he slowly pushed into her. She whimpered as he filled her and then some, slowly making his way deeper. Sweetie Belle sat down behind her, lifting the redhead’s head into her lap. “Look down Applebloom, you can see him going in.” She nodded and obeyed as he pushed another inch into her, his medial ring hitting her clit.

“Oooh, Faust!” Her eyes rolled up into her head as she shuddered from her first cum from her lover. She panted hard. “Can’t breathe…” Sweetie’s magic flashed and teleported her T-shirt off of her.

“How does it feel?” Scoots held her free hand.

“It huuuuurts… soooooooo gooooooooood!”

“Applebloom, I’m going to put the rest in.” Shadow warned. She nodded, and he forced his medial ring past her labia, and he felt something break inside her with a pop.

“Ah!” She gasped sharply, gritting her teeth as her muscles tensed. She squeezed down on Scootaloo’s hand while Sweetie stroked her hair. “Thank you… girls… for being here.” She took a deep breath and looked Shadow Cloud in the eyes. “Put the rest in.” He pushed forward, she squeezed tight around him, her teeth grit in a grimmace and smile all at the same time. “Keep going. Keep going! Keep going! Keep going!” She kept repeating it even after he was hilted inside her. Feeling a little mischevious, he flicked her clit. “GAAAAAAAHHHH!” She arched her back as her second orgasm hit. “Don’t stop! Please! Fuck me! Don’t let me come down!”

He listened to the filly, taking his first pull back, and thrusting back into her in one long motion. She stopped yelling, as it nearly knocked the wind out of her. He gripped her wide well-built hips and pulled them together. She fell out of Sweetie’s lap, but she didn’t even notice, she was in a world of stars as he continued to thrust long and deep inside her. His pace increased with every few thrusts. She grit her teeth, pursed her lips and moaned a throaty, gutteral moan as he ravished her pussy.

Shadow Cloud was feeling it just as much as she was. It was his first time too after all, and he was desperately clawing at the back of his mind for any state of control to hold off from cumming too soon. But she didn’t make it easy. She was slick and white hot, and she hugged his length with every stroke. “Applebloom… I love you!” He grit his teeth.

“Ooooooooohn…” She groaned. “How…. I haven’t stopped cumming, but something is… building…”

“AB, I’m gonna shoot soon.”

“Inside! Please, Shadow Cloud! Kiss me when you cum inside me!” He pitched forward, intertwining fingers with his scarred hand. He gave her three more quick thrusts against her cervix before bottoming out. His balls clenched tight and he mashed his lips against hers. It was a sloppy, unromantic mess of a kiss, but between the two of them it was the most intimate moment in the world, and she downright screamed into his mouth as she came. Blast after blast of virile cum entered her, and with every throb, her pelvis shook. It swelled into a noticable bulge from the sheer amount he filled her with.

Applebloom let go of his hand, and ran her fingers through his mane. She smiled and giggled into his lips and he kept smiling in between kisses. “I love you, Applebloom.”

“I love you, Shadow Cloud. I’m your mare now.”

“Then you won’t mind if I give you round two.” He twitched inside her.

“OOOH!” She cooed, but stopped him. “I’m sore after round one. Besides,” she looked up, seeing between Sweetie Belle’s legs. “Sweetie’s dripping for you.”

Before, AB’s erotic presence had magnetized his eyes to her. Now that she was rested and sated, his eyes drifted to the unicorn mare. She wore an extremely low cut white and pink striped tube top, with a hot pink jacket over that, which cinched at the waist with a belt. It was supposed to go with a skirt, but she had forgone that, only the tails of her jacket barely reached the curve of her ass. She had been fingering her slit until Applebloom said her name, which brought her back to conscious. She licked her lips, before spreading her lower ones. “I need you in me next.”

He slowly eased his his way out of his first love. She writhed in pleasure as her body dealt with the emptiness. As the head of his cock came out, she let out an “OOF!” As she could feel a large wad of his cum spilling from her. From the combination of her orgasm and his, there was barely a trace of blood from when her hymen broke. Shadow Cloud’s cock twitched in the cold air. Before Sweetie could move to him, Scootaloo had downed his member with her lips, slurping desperately, taking his entire length without a second thought, cleaning him up. She disengaged and took a breath. “Sorry, I couldn’t help it. Watching your nuts throb while pouring it into AB, I had to have a little something first.” She coughed. “Ahem. Carry on.” She graciously backed away, tending to Applebloom, giving her some juice of her own.

Sweetie Belle sauntered towards Shadow Cloud like a model on a runway, her breasts bouncing with every step. She wrapped her arms around his neck and kissed him longingly. As she broke the kiss, he looked her up and down. “Enjoying the view?” He nodded. “It’s all yours. Do with me whatever you like.” He took her up on that offer, pulling their pelvises together with a strong arm squeezing her right asscheek. She leaned back as his other hand groped her left breast, eliciting a yelp of pleasure as he continued to crib her neck with kisses. “They’re… bigger than Rarity was at my age. Ooooooh, if you want me bigger, I’ll get bigger.”

“I want you as you.” He pushed the shoulders of her jacket down over her arms as he continued to kiss her, his precum oozing into her belly button below. “You could never grow another inch, or grow bigger than Celestia.” He pulled down her tube top and set her tits free, one roaming her jacket’s inner lining while the other slipped into his hand, the nippple squeezed in the crux of his fingers.

“Shadow Cloud…” She sniffled.

He pressed the girl against his chest. “To me, you’re not ‘That sister to the hot chick with huge tits.’.” He lowered his center of gravity and lifted her up, so her chest was at face level, he licked at the tips of those quivering mounds of flesh as he lined up his drooling tip to her sopping snatch. “To me you’re…” He slid her down, penetrating her up to his medial ring. “My beautiful marshmallow mare.”

Her belly twitched and quivered as she held onto his shoulders for dear life. Her breath was ragged and made no sounds at all, her eyes wide, in a blissful O face. She wrapped her legs around him and pulled herself further down on his length, until they were back to face level. She rested her head on his shoulder for a few seconds as she panted. She raised her head and kissed him with every ounce of lust she had in her. “Even when we’re doing these dirty things, you help me be a better pony. Rut me, you beautiful stallion!” He waddled forward, pinning her against the back wall. It gave her enough support so he could thrust. She curled up against him, letting out gasps. “Deeper. I want it deeper!” He nodded and put her to the ground. Sweetie groaned as he slid out of her, bidding her to turn around.

She pressed her hand and face against the wall, and suddenly her swinging jugs slapped the wall as hard as his nuts slapped her clit. “Ooooooohhhh! I’m so glad I broke my hymen with one of Rarity’s dildos. This feels too good to mix with pain!” Her unbound tits kept banging against the wall as he shaped her love tunnel into the perfect fit. As she came down from another orgasm, she reared back, a tear running down her cheek. “I’m so happy I could shout it out loud!”

Shadow Cloud looked around. “Then go ahead!” He hilted inside her and pulled her arms behind her, balancing, he swung her around with his hips, until she was lined up with the dais at the head of the bed. She lowered down, her breasts overflowing the podium. She steadied herself with one hand on it, lifting herself up as Shadow gripped her other wrist behind her with his scarred hand. His other hand was holding her hip tightly as he began thrusting even harder than before.

“Oh FUCK!” She cried, her tits swaying on the dais as she tried to hold herself up. “Attention Crusaders! Due to revelations thanks to our shared lover, I’m no longer going to compare myself to Rarity!” Scootaloo and Applebloom clapped, Scootaloo’s eyes were locked on her pendulous breasts, while AB, who was still lying back, stayed transfixed on his balls slapping against the mare, each gasping with a dry mouth. “On a related note, fuck he’s got the perfect cock!” He throbbed in her at the compliment. “Oooooh! I hereby state I’m about to have the biggest orgasm in my life, and I want Shadow Cloud to grab my tits and shoot buckets of jizz into me when I do.” She looked over her shoulder at him. “Fill me up, stud.”

He needed no more encouragement. He released her arm and gripped both her soft, wide hips with his strong hands, pushing even deeper as he increased his speed. Her pussy was a lot more malleable than Applebloom, more naturally conforming to his shape. He knew the next time he fucked her, he’d bottom out in one thrust. Shadow leaned into her, his panting making her ears flick as he groped her chest. “Sweetie, I’m close. I’m gonna cum.”

“Me too! Me too! Cumming. Cumming! CUMMMMIIIIINNNNNNGGGGGG!” Her voice got higher and higher and she sang out in a beautiful tone as it hit. Shadow’s forward motion stopped and his balls shook as they shot spurt after spurt of hot spunk directly into her awaiting organs. Her belly paunched as he continued to stretch her past capacity. She fell forward onto the dais, her tits doubling as a pair of pillows as she caught her breath. “I hereby declare I am now a mare, Shadow Cloud’s mare. Oh fuck.”

She placed a hand on her rounded belly, they could already feel the excess squeezing out between them, running down his shaft and her legs. “Don’t… Don’t pull out yet.” Sweetie panted. “I want to keep as much inside me as I can.” She tilted her head back and her lips met his as she stroked his mane. “Can you get me to Applebloom before taking it out?” He thought for a second, then nodded. His arms wrapped around her, one supporting her chest, and one around her middle. They both rose together, her back pressed against his chest. They locked lips again as he moved them both step by gentle step, careful not to jostle her as he stepped onto the bed.

Scootaloo’s eyes twinkled in awe. “Oh, wow.” She whispered, cracking open a juice for herself and guzzling it down.

Sweetie was released from Shadow’s arms and she reached for Applebloom, who took her hand in hand as she fell off his member, landing next to AB. She gasped, her hips twitching as she felt his essence ooze out of her. Applebloom grabbed her cheeks and kissed her like that of a lover. She giggled, a tear running down her cheek. “We’re sisters now Sweetie Belle. Pole sisters! And I couldn’t be happier.” Sweetie answered the kiss with one of her own, and they continued to shower each other with affection.

Shadow Cloud fell back to his rump and elbows, panting. The past two times he blew his load, he saw stars, something he had never done when taking care of it himself. The backlash was intense, and he felt like he had run ten miles per fuck. Scootaloo handed him another bottle as she stood next to him. She was wearing a tiny frilled skirt that didn’t make it past the bottom quarter of her buttcheeks, and showed off the crease between her pelvis and her hips, where her free hand rested. She wore a tight gray crop top that only made it down past her nipples, giving him a generous underboob for a filly her size. “Get some fluids back in you while I clean you up. You still have cum left in these balls for me, right?” She didn’t wait for a response as she climbed over him, positioning her mouth over his twitching member. She blew on it, making it throb, slapping against her cheek before she grabbed its base with both hands and started making her way down his shaft with her tongue.

He nearly sprayed his drink out all over her ass as it wiggled in front of his face when he realized that she was completely bare under that skirt. He downed the bottle with just his mouth as his hands clamped lovingly onto the girl’s cutie marks. Shadow Cloud spit the empty bottle to the side and took a deep breath in the warm zone in front of his face. “Mmm.” She slurped around his medial ring, where the juices were collecting. “Go ahead. It’s yours after all. Here, let me make it easier.” She unfurled her wings and clamped her own butt cheeks with them, spreading them so he could get a better look at his prize. His tongue reached out and took a stroke from clit to gouch and she let out a loud cry. “AaaHHH!” She responded by taking his tip into her mouth and bobbing her head on it, sucking pre directly from his tube before popping off. He continued spanking her little nub with his tongue as he pushed two fingers inside her. She was sopping and burning up. She popped off his member. “Oh, Faust! I knew my clit was sensitive, but… you’re… YOU’RE…” He pinched it between his teeth, and her pussy clamped down on his fingers. “DRIVING ME CRAZY!” She squealed as she sprayed hard against his hand. He pulled out his fingers and clamped his face onto her pussy, sucking her labia with his lips, using his fem-cum coated fingers to swirl her clit. “Fuuuuuuck… Sha...DOOOOOOOOWWWWW!” She came again, all over his face as he lapped it up greedily.

“You taste so good.” He whispered, taking in more of the girl’s squirt before she slammed her butt against his chest, sending him to the mattress.

“I can’t take it anymore! I have to have you inside me!” She held his member against her and gulped. “But I’m so small I don’t think I can take it all, like the others.” She bit her lip.

Shadow Cloud looked around the room from his position and smiled. He slapped her butt gently and she got off. He pointed to the terrace ladder and she climbed up it a few rungs. As he lined up to her entrance, she understood his plan, and once again spread her pussy with her wings so he could enter her. She lowered a rung, pushing him inside her more. “You’re… so… thick….” She moaned as she descended another. He kissed her back between her wings. She felt her hymen stretch before she got halfway.

She swallowed and descended another rung. Her nerves lit up as he tore through her virginity. “AAAAUUUGGGGHH!” She cried, losing her grip on the ladder and falling back onto him. He took her weight as she slid down as far as his medial ring. He quickly wrapped his arms around her, rubbing circles around her pelvis and palming her chest as he wrapped his wings around the both of them. Scootaloo panted as she cried. “That hurt so bad…. But you feel so good. Inside and out, everything is so warm.” She kissed his cheek. “I knew I would love this. As soon as I saw you carrying Sweetie like this, I knew I wanted it too. Shadow, go further. Fuck me like this until you shoot your hot stuff all through my body.”

He held her tight against his chest, using his hips to pivot and press into her. She responded by putting her hands behind her back and pressing against his hips to get further distance. Their rhythm synergized, and they changed speeds at the same time without any words or signals. As her canal better adjusted to him, he was finally able to slip the medial ring past her entrance, and her eyes rolled up as she bit her lip as she felt it stretch her even further. He found her cervix about three quarters of the way in and as its sphincter and his flare kissed, Scootaloo’s orgasm started to build.

But she wasn’t satisfied with just taking three quarters of him, so she closed her eyes, relaxed her muscles, and clamped her legs around his hips, squeezing tight until his flare entered her cervix entirely. She slid down to his base, the new stimulation taking him off guard. “SCOOTS!” He gasped as he reached his climax sending globs up his shaft rapid fire.

The rise stretched out her cervix out even further, as the first hit the back wall of her uterus like a heavy slap. “OH SHIT!” She yelled. Her body contracted. “OH SHIIIIIIIIIIIIIIIIIT!” She screamed in a louder, higher pitch as she convulsed in his arms. Spraying against his wings so hard it sounded like a hose on an umbrella. She squeaked as she came down, her entire body going limp.

“You… girls…” He panted, falling backwards towards his other mares. Sweetie quickly caught him with her magic and eased the pair down between them.

“Juice…” They both panted. Applebloom cracked open a bottle and poured some into her own mouth, then grabbing Scootaloo’s face and kissing the liquid into her. Sweetie Belle stuck a straw between her tits and poured it into her cleavage for Shadow Cloud to drink. They both enjoyed their new ways to drink passionately as they regained some of their lost fluids.

“I… can’t move my legs anymore.” Shadow Cloud groaned. “I can’t pull out.” The pair sat up, letting his wings splay out on the bed. Each of them grabbed a shoulder and gently pulled Scootaloo up. She came once more as he popped out of her cervix, making it impossible to move her again until she came down and released her constriction on his cock. Eventually they were able to remove her, his cum spilling onto his pelvis.

The half-conscious Scootaloo flipped over, resting her head and hand on his chest, and she drifted off to sleep rubbing her tingling belly. The others did the same as they wrapped themselves in his wings, also stroking their twinging uteruses. He had bedded all of them, made him his mares, and they couldn’t have been any happier. He closed his eyes, using their cooing sighs to drift off, disregarding the itch that he felt on his scarred hand.

Chapter 5 - Week 0 Part 2

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It had been several hours after night fell, and the girls fell asleep on Shadow Cloud after mating with their new lover. The room would have stank of male and female cum to anyone entering, but to the foursome it was a perfume of satisfaction. Applebloom rolled out of Shadow Cloud’s wing and rose, groggy. Absentmindedly she found the emergency pee bucket they used when heading back to the house was too long, and emptied out. She examined herself as she sat on the pot. Dried cum was stuck to her thighs, and she could still feel a large amount sloshing within her. She felt full, but there was an unstoppable tingling inside her, a spark that relit her pilot the moment she saw Shadow Cloud’s member again.

Scootaloo had rolled into AB’s original position, and Shadow Cloud’s member had remained erect, and his balls full of cream. There was also a jelly-thick pool of half-dried cream at the base, remnants of Scoot’s and his lovemaking. She dipped some of it onto her fingers and tasted it. Her eyes lit up. It tasted mildly like the apple juice he had drank earlier. She scooped up a large handful of it, breathing in its musk as she tilted her head back and sucked it down in one gulp like an Apple Gel.

“Fuck, that was so hot to watch.” She quickly looked down and saw Sweetie Belle squeezing her nipple, while looking at her lustfully. Shadow Cloud’s fingers were playing with her labia, his middle finger abusing her clit. Shadow Cloud also had his eyes open.

“You want more Flower?” She nodded. “Good, I need you too.”

Applebloom had been dry after she had emptied out, but as she drew closer and closer to his member, her love tunnel got juicier and juicier, until she was dripping on him. The tingling in her belly was beyond intense as she finally sat down on him, bottoming out immediately. As they connected, both of them groaned. “Pretty sure there’s an unspoken rule. You fuck a farm girl, shes’ gotta ride you cowgirl.”

Scootaloo rubbed the sleep from her eyes. “Welp, I’m not gonna sleep through this. Let’s see how she handles taking charge.”

She handled it pretty fucking well from Shadow Cloud’s point of view. She started by gyrating her hips, flicking the head of his cock against her cervix, then she combined it with using leverage from her knees to lift up just enough to add additional movement. Applebloom continued to grind against him, letting out moans and gasps of pleasure as she knocked him around spots inside her she didn’t know she had. “You’re definitely no longer a little filly, Applebloom.” He complimented her, and stopped entirely. “Applebloom?”

“You’re right.” She brought her hands up to her hair, and untied the bow that had been her pride for so many years. Her strawberry-bright mane lowered further, now reaching past her ass and tickling Shadow Cloud’s balls. She flipped the whole mop over her shoulder and tied it off a couple of hands breadth from the bottom and whipped it back around. Her bow now sat at the small of her back, and and she looked at him with lusty eyes. “Now rut me like the adult mare you’ve turned me into.” She redoubled her efforts, now helped with every time she bottomed out, her hair would brush his nuts.

“AB, you’re going to get a second helping!” He groaned.

“Yes! Fill me up again! I’ll take it all. Flood my cunt!” He gripped her hips tightly and bucked into her as he released another massive load inside her. Her greedy cervix opened wide to accept him, and it smacked the top of her womb. On contact her body convulsed, falling backwards off of him as she writhed, screaming. “AGH! AAUGH! I… can’t… stop cumming! What’s… happening t… to meEEEEEE!” She continued throbbing and twitching on the mat for several minutes, before she managed to catch her breath. “Fuck that was beyond powerful! What kind of lewd mare have you turned me into Shadow?”

Scootaloo leaned down next to her and kissed her, trading saliva. “The best kind I’d say.” She rubbed the girl’s cum bump. “Look how much he put in you. I’ll be surprised if you can get up.”

“I don’t think I can.” She laughed, before she twitched again. “Oh Celestia, I’m not done. I might be cumming for the rest of the night.” Shadow grunted as he got on all fours and crawled over to her, squeezing her hand. “I love you, stud.” She moaned before she passed out.

He grunted as he felt his sperm-slick member being stroked. Scootaloo grinned. “I love you too, stud. Mind if you put back in some of that jizz that I lost?” She flicked her tail, raising it out of the way of her wanton snatch.

“You wanna be on top too?” He caressed her hip.

“No. I think I’m good right here.” She wiggled her butt at him. “Rut me doggy style.” Not one to say no to an offer like that, he gripped both cutie marks and eased his member into her, remembering not to go too deep for her smaller frame. She flicked her tail again, and wrapped it around the base of his cock, giving it some cushion room, so she could still get well fucked, but not bruised by bottoming out. Their hips crashed together. “Hope you don’t mind having two slutty mares, because a girl could get used to this.” She moaned as he deliberately twitched in her.

“Oh don’t worry Scoots, this tight ass is to die for. No way I could resist.” He slapped it, eliciting an excited groan. He leaned forward and groped her tits as he continued to maul her pussy. “You’re everything I could ever ask from you. Speaking of asking, I’m about to cum again. You ready?”

“Oh Faust I’ve been ready since you put it in. Rut me!” A fire lit in her eyes, and her cervix sensed her partner’s inevitable release, lining the holes up perfectly. “Bloat my pussy!” His wad was taken in full by her expectant womb, and she went wild. Like Applebloom, she lost control of her body, slipping to the floor under him. “Fuck. Fuck! FUCK! FUUUUUUCK! It’s like my uterus is a speed bag, but FUCKING GREAT!” She passed out with her ass in the air, and her belly as pronounced as Applebloom’s.

“Twice in a row, with two different girls?” Shadow Cloud scratched his head.

“You know what they say. First time is an occurence, second time is a coincidence, third time is a trend.” Sweetie Belle said, laying back on the pillows on the other side of the bed, her labia spread out. “I could go for being a trendsetter right now, and you look like you still haven’t drained your sack yet.”

As he crawled over to her, he realized she was right. He was still cumming buckets into these girls, far more than when he spent the night masturbating. He was shocked at his own production rate. “Even though the others wound up like that?”

“Even though. I am a little scared though. If it starts happening, don’t let go, okay? Just keep me steady by fucking me more.” He nodded, fucking her missionary for the first time. She stroked her clit while he fondled her tits. He took one of them into his mouth and rolled the erect nip on his tongue. “MMMMMM!”

“Your breasts are so big and sensitive. One of these days I’m going to take them both in my mouth at once.”

“Oh fuck, if you do that I’m going to cum instantly, you brute!” She slammed her head back into the pillow. “I’m practically there already. Hurry and paint my insides to match my fur, lover!”

“As you wish, beloved.” He kissed her as he let loose at her inner entrance.

She was indeed a trendsetter as she came again and again, gasping in his mouth, gyrating over and over again, so much so that she extended his orgasm by another few spurts, which in turn made her twitch and moan even more. “If that happens every time, my belly is going to be huge, because I’ll need you cumming in me every single goddamn day.” They kissed over and over again as they lay together, him still hilted inside her. “I love you.”

“I love you.”

“Cum in me again?”

“Can you handle it?”

“No, but I don’t care. Make me pass out.” He obliged, though he didn’t change position, he just thrust into her gently until he was ready to cross that line again, and he sent her writhing yet again. “What… is your cum… made of?!” She gasped as he finally went limp, slipping out of her, and he also fell to the pillow next to her.

Celestia had raised the sun before any of them woke again. The first to wake was actually Scootaloo, who did her own business before starting to clean up the mess. During cleanup, Shadow Cloud had rolled over, and his dick rose once again. “How much stamina does he have?!” She whispered. She laid her hand on her plump belly. None of his cum had drained out of her when she emptied herself, and she was far too full to take another dose. She shook Applebloom awake. “Applebloom. Can you take care of that?”

“Huh?” She looked at his member. “Shit, no. I’m sore and stuffed. But still crazy horny. You feeling that too?”

“Oh beyond belief.” Her jaw dropped. “Look at Sweetie!” The poor girl’s paunch was nearly twice as big as theirs. “She must’ve taken even more than us.”

Applebloom shook her awake too. “Sweetie, Sweetie, are you okay?”

“Uh… no more ice cream…” She moaned as she came to. “Oh… no more hot cream I mean. I need to pee.” The girls helped her up and she practically waddled over to the pot. She came back to her pole sisters a little straighter, but still with a more swollen pelvis. “Faust, is he hard again?” They nodded. “I’m guessing none of you can take it either.” They shook their heads fervently. “Okay then. Plan B.”

Shadow Cloud woke up to his three mares moaning and gasping. He looked up, raising his head slightly. What he saw made him think he was in a dream, as all three girls were stroking their chests against his cock. He closed his eyes to clear it out, but the sensations in his groin were all too real. “Girls… Oh fuck…. You don’t have to.”

“Of course we do silly SC.” Scootaloo flipped her tail into his face, tickling his nose.

“We’re your mares now. We’re not going to ignore your hardon when it needs servicing.” Sweetie continued.

“Yeah. But we’re just so stuffed from last night, our pussies need a rest. So shoot it out all over us.”

“Fuck, I have the best mares in Equestria.” He covered his eyes with the back of his hands as he let rip one final massive rope that splattered on Sweetie Belle’s tits and ricocheted onto the others. They all panted, gulping down what little they got in their mouths before looking at each other and starting to lick the apple-escened cum from the others faces and tits.

He uncovered his eyes and blinked, refocusing. “The hell?” He sat up, looking at the back of his scarred hand. On it was the CMC shield. “Did you girls put this on me?” He put it in front of them as they examined it.

“Why is my cutie mark on your hand?” Applebloom looked at it.

“Your cutie mark? It’s mine. See? Star with a note in it.”

“No, I see my wing and bolt.”

“It’s… all three?” He turned his wrist back and forth. “Yeah, it’s changing between them. How’d you do this?”

The three turned to each other and shook their heads. “Wasn’t us. Even if we could, I don’t think any of us could have mustered the strength to. You kinda overstuffed us, lover.”

“Hmm.” He traced it with his finger. “Zecora did something to my hand to make it heal faster yesterday. Maybe it’s some kind of side effect?” He covered his hand in a sheet and balled his fist. It appeared in front of the sheet. “It’s definitely magical in nature. Some kind of projection.”

“I really hate to break it to you all, but we can’t really spend time dawdlin.” AB said. “The sun is up and we need to clean up the clubhouse and ourselves before lunch. We’re supposed to be back for afternoon classes. And I dunno about you, but I’m thinkin my pants might not fit.” The girls all echoed that sentiment.

“But no regrets.” Sweetie turned to him with a smile. “I’m really happy this all worked out, and you accepted all three of us. I know we’ll all make you very happy and vice versa.”

“Yeah. I’m excited to see how much our love grows.” The girls came in and all gave him a kiss simultaneously, and the crest on his hand glowed when held at pelvis level.

Chapter 6 - Rules of Nature

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Miss Cheerilee was sat at her desk pinching the bridge of her nose as her students filed in. The bell rang, and they all quieted down to start the lesson. There was nothing but silence. The students looked back and forth to each other, shrugging or making quiet whispers. “Um, Miss Cheerilee?” Diamond raised her hand. “Is everything okay?”

Cheerilee took a deep breath and let it out through her snout. “No. It is most certainly not.” She planted her elbows onto the desk and placed her thumbs firmly on her brow. “Due to some curriculum changes by the EEA, I’m required to teach you all a topic that I’m extremely uncomfortable about. However my protests have essentially fallen on deaf ears, and they will not allow me a stay or bring in someone to teach it instead. That’s the bad news. The good news is that after this subject, school will be adjourned, as I’m making it the final part of your grade. So congrats, you all get to graduate early, and I get to crack open a bottle. So…!” She slammed her hand on the desk, making several students jump. “Let’s get this shit started. Welcome to Equine Reproduction 101 and 102, the one subject your parents should be fucking teaching you but don’t.”

“Two swears in a row. She’s really pissed.” Applebloom whispered to Shadow Cloud.

“Applebloom, please. Could we? And yes, I am really pissed, and my hearing is extremely sharp right now thanks to the hangover! I swear, I’m never taking a weekend with Berry Punch again.”

“Sorry Miss Cheerilee.”

“So, we get to talk about how foals are made! Yay!” Her voice was sweet but her face was anything but.

“Wait, so you’re actually teaching us about sex?”

“SEXUAL REPRODUCTION is what I’m teaching. I’m not teaching you how to spray your cum into some unsuspecting girl’s pussy, Snips. Just strictly the reproductive facts!”

The CMC straightened in their chairs, before turning to each other and sharing a look.

At lunch, the girls met. “Emergency meeting after school.” They all nodded.

“Crusaders!” Diamond Tiara waved and rushed over to them. “Did… everything work out okay? Applebloom?”

“What? Oh. Oh yeah.” She looked to the other girls and then back to DT and SS. “I think we owe you an apology, Diamond. We’ve been trying to avoid you lately, when you’ve been legitimately nice. Especially when… well… you know. We’ve been rude to you and Silver, and I’m sorry.”

She shook her head. “It’s okay. Look, I know we had some major past issues, especially with you Scootaloo. I can understand you being hesitant, but the fact that we’re talking right here and now really makes me happy. I know I’m still a little… overbearing at times, and I should apologize for that myself.”

“I told Diamond off after she tried to impose herself on your beach day.” Silver added. “I hope you can forgive us. It’s a work in progress.”

“In fact, I want to make that particular gaff up to you.” She handed out three letters. “The grand opening of Tiaramart is in two weeks. It would mean a lot to me if you three would be there. It’s the end result of something that started the day you got your Cutie Marks.”

The girls looked at each other before Sweetie spoke. “I can’t tell you yes right away Diamond Tiara. Things have been pretty crazy lately. Case in point.” AB raised her hand. “But we’ll definitely try to make it, since it means that much to you.”

“Thank you, Crusaders. From the bottom of my heart.” She smiled and headed back into the schoolgrounds to pass out more fliers.

“She’s legitimately trying.” Sweetie Belle said.

“But we might have a lot to do, depending on the situation.” Scootaloo sighed, and the others nodded.

“And so… the egg gets fertilized. Fission happens almost immediately. The cell divides, and divides again, and so on and so forth. This little multi-cell dot is now called a zygote. At this point the zygote continues to travel around the mother’s womb until it is embedded in the uterine wall, where it will develop. This phase is called Implantation. Any questions so far?” Scootaloo raised her hand. “Yes, Scootaloo.”

“Can the mother feel any of that happening?” She said with a straight face.

“Most of the time, no. The nerves within the uterus are not built to detect such minute senses. Any other questions?” Applebloom raised her hand. “Yes, Applebloom.”

“You said ‘Most’.”

She sighed. “Okay, yes, there are some documented cases where, if a mare’s nerves are in a hightened state, they can experience pleasure during implantation, something akin to a female climax. However we’re talking less than a percentage point of mares ever experiencing it. Most don’t feel anything at all.” The school bell rang. “That’s all for today. Tomorrow we will continue from here, starting with zygote development and developing the amniotic sac and placenta.” She slumped in her chair, but Diamond Tiara and Silver Spoon stayed behind. “Yes girls, what is it?”

“I… just wanted to say thank you for the lesson. My dad never would tell me any of this, and my mom… well… let’s just say she’s even more tightwadded about those things.”

“And I don’t even have parents left to be taught it.” Silver echoed.

“Oh. Well, thank you girls. That does make me feel a little better. Though I still wish I hadn’t been forced to teach it.”

“Is… Is it okay if we ask why?”

Cheerilee opened her mouth, but then looked away. “No. No it’s not. At least not yet. Ask me after school is over and I promise I’ll answer you. I just… I just need to get through this first, okay?”

The pair nodded and thanked her again.

“Zecora! Zecora, where are you?!” Shadow Cloud looked for the exotic zebra in her hut. She was nowhere to be found. “Celestia damn it, how am I supposed to figure out this thing on my hand if the mare who put it there up and disappears?!”

“Hear ye, hear ye, this emergency meeting of the Cutie Mark Crusaders is now in session.” Applebloom stood at the dais, as the other girls sat around it. The room still had a hint of their lovemaking under the air fresheners Sweetie Belle had brought in. She bit her lip before she spoke. “Are we pregnant?”

The girls could feel the silence pervading the room as they looked down, replaying the night. “Maybe? Can you remember the last time you had your period?” Sweetie put a finger to her lip and bit it. “Rarity always keeps track of mine, so she always buys more pads for me before it hits. It was about two weeks after mine ended that Shadow Cloud came in me.”

“Yeah, me too.” Applebloom nodded.

“Mine tends to be pretty irregular, but ever since we got our marks I’ve been pretty on target with you girls.” Scootaloo replied. “But Miss Cheerilee said it can potentially take over a year to get pregnant, because of the natural defenses our bodies have.”

“Natural defenses like preventing sperm getting into the uterus. But we all got our wombs filled that night and then some.” Applebloom rubbed her pelvis. “Did your belly ever drain that out? Mine never did, but my stomach eventually went down in a couple of days.

“No, it didn’t. His jizz was sloshing around in me for days, but my pants fit within a day.”

“Mine didn’t…” Sweetie Belle fidgeted, playing with her fingers nervously. “My belly hasn’t gone down since.”

“Show us?” Reluctantly she slid off her jacket and removed the belt that was across her pelvis. After pulling up her tube top she revealed that her bloated belly was still prominent. “How does it feel?” AB brushed her hand across it.

“It feels… I dunno how it feels. When you touch it it feels really good, but…” Sweetie bit her lip and cut off.

“And what about that implantation thing Miss Cheerilee told us about? Was that what happened to us when Shadow Cloud filled us up the second time?” Scootaloo looked back to the others.

“It can’t be. I mean yes, I was cumming rapid fire like it was no tomorrow, but you heard her, less than a point of a percent of mares ever experience it. What are the chances all three of us have the exact same condition?” Applebloom tried to explain it away.

“But I do remember waking up to some random orgasms when no one was touching me…” Sweetie Belle clenched her fingers together, cradling her bump. “Girls… I think we need to be honest here. I think there’s a chance we’re all pregnant, and I’m almost sure I am.”

The silence returned, even more deafening than before. “Do… do we tell him?” Scoots pressed her hand to her womb.

“Not yet. We could all just be freaking out at this point.” AB looked through the calendar. “Let’s wait until we’re sure. Though I think we need to probe Miss Cheerilee a little more about details. We should also cancel our appointments for the next month, so we can concentrate on finding any signs we might be. All in favor?”

“Aye.” The others said.

Sweetie rubbed her bump, and a tear dropped on the floor. “Sweetie?”

She sniffled. “I’m scared…” The girls ran up and hugged her tightly.

Chapter 7 - Awakening

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“Now it’s important to remember that there is no such thing as a 100% successful form of birth control.” Miss Cheerilee said. “The only way to prevent pregnancy is to not have sex.” The bell rang. “I’ll open the floor for any questions tomorrow before the final exam. Remember, this is going to be the last 20% of your final grade, so make sure you study the material.”

In the Rich mansion, Diamond Tiara moaned. She pressed a gem-encrusted vibrator on her clit as she looked at her textbook, the page open to illustrations of lactation as she massaged her own tits, her dress’s shoulder straps down by her elbows.

“Okay, so the catering has been taken care of, we’ve got excessive staffing, and our stock is full, with shipments of fresh produce arriving halfway through the day. We’re set for Opening Day Di- DIAMOND!” Silver Spoon gasped as the door shut behind her. “You’re supposed to be studying!”

“Oh, I’m studying all right. I’m really really studying hard.” She turned it up to high. “I want it, Silver Spoon. I want it so badly.”

“Want what?”

“A baby.” She sandwiched the vibe between her tits, turning it off. “Growing a child of my own inside me, my breasts growing and leaking. Feeding a hungry baby from these… and a thirsty husband. It’s been getting me sopping wet during class for the past two weeks. Do you know what I mean?”

Silver Spoon sat with her on the bed, holding her hand and intertwining fingers. “Honestly?” Her serious face broke into a smile. “Yeah.” She turned the book back a couple of pages. “I’ve been getting super turned on too, the thought of a baby making my belly huge and round. Making my curves into globes that he won’t be able to resist touching. Our baby kicking and rolling inside me. And then when I can’t possibly get any bigger, he comes out, his big strong bat wings just like his father’s.” She clasped her hand over her mouth, blushing heavily. Tiara was pouting, her lips pursed. “Diamond… I… I didn’t mean….”

She pushed the girl to the bed and pulled her top up over her belly button and slipped her skirt off, leaving her only with panties. Silver Spoon quivered underneath her as she pressed her lips to the girl’s belly. “You mean right here? This patch of skin stretching wide with the baby you begged Shadow Cloud to give you? He’ll push your panties aside and stick his cock deep inside you like this!” She turned on the vibe full blast and stuck it in her entrance, careful not to go so deep as hit her hymen. “He’ll stir you up and cum over and over inside you and make a beautiful baby, knowing that your best friend was wanting the same thing?”

“Yes!” She covered her eyes as she twitched against her bestie’s toy. “I’m sorry Diamond Tiara, but I want Shadow Cloud’s baby!”

“Well then, you’ll get to see me grow alongside you.” She flopped on the bed next to her, fingering the girl’s pussy and kissing her. “Let’s get pregnant together.”

“Diamond Tiara… unh! Let’s have Shadow Cloud’s foals. If he’s willing.”

“I could see why you’d be concerned Shadow Cloud.” The purple-maned unicorn floated herself in her sky blue magic up her mentor’s library shelves, searching for a specific book. She had a darker shade of purple for her sweatpants and hoodie. Shadow Cloud was pretty sure she was wearing it to hide her curves, but the pants hugged her ass so tight you could see the color of her panties through the seams, and her pendulous breasts kept bobbing as she flew, unzipping her hoodie and giving him a greater look at her cleavage with every glimpse.

“Sorry to bug you with this, Starlight Glimmer. I was hoping Twilight might have an answer.” He tried to look anywhere but at the busty mare. “It’s kind of embarrassing having three mares cutie marks on your hand at all times, to the point where it even shows through objects. I tried to ask Zecora, but I couldn’t find her anywhere.”

“Well it’s a good thing you didn’t find her. She’s got Swamp Fever. Highly contagious. Twilight is actually out searching for a cure right now. What exactly did she do?”

“She put this goopy brown sap on my hand and told me to drink this nasty tasting potion before it lost its potency.”

“Hmm.” Starlight dropped some books on the desk and snatched up his wrist. pulling it close. If his fingers extended, they’d have stroked her soft pink bust. “Zecora’s potions normally don’t lose potency very quickly, and she always makes them taste palatable. So whatever she used would have been diluted had she made the potion her normal way.” As she spoke her zipper continued to travel downward with each breath. He rotated his wrist in her grip and pinched the zipper pull, tugging it back up. Starlight stopped and looked directly into his eyes. He tried to smile and let out a little laugh. “I see we’ve got a gentleman on our hands.” She unzipped her hoodie down to her belly button with her horn magic, pulling it aside until one of her nipples was exposed. She winked and stuck out her tongue, placing his hand on her free breast. “A little reward for such a robust young stallion. Now I’m going to show you a few herbs and magical consumption items, I want you to point out if you saw them go into this potion.” He found himself having a very hard time concentrating on the book.

“Sup squirt!” Rainbow Dash landed in front of the Ponyville Spa. They had recently added an expansion next door at the behest of Bulk Biceps, and it now had a gym. Her rainbow mane was tied up in a ponytail, a red, blue, and yellow band wrapped around her forehead. She had on a dark blue sports bra and jet black lycra shorts with lighting bolts down the sides that hugged her ass. Between the two was an extremely well toned midriff, with a bare belly button. She ruffled the mane of her adoptive sister, who was a head and a half shorter. “Glad you could make it to workout day.”

“Uh… yeah.” Scoots said almost robotically.

Rainbow tilted her head at her. “Something wrong Scoots?” She was wearing a gray hoodie that was a size too big for her, and had her hands shoved in its pockets, and matching jogging shorts.

“What? No, nothing. Let’s train.” She went inside, leaving the multicolored mare scratching her head before shrugging. “So what’s your core today? Wing strength? Upper body? When was your last leg day?” Rainbow said from her locker as she unpacked her duffel.

Scootaloo unzipped her hoodie and did the same. “I dunno. I think I’ll just go with a basic routine today.” She hung it up on the hook and started doing a similar unpacking.

Rainbow shut her locker first, hanging her towel over her shoulders. “Woah.” She paused, getting an eyefull of Scoots straining sports bra, now showing massive amounts of cleavage up top and from the side. “Scootaloo, you, uh… had a growth spurt?”

She sighed. “Are they that noticeable?”

“Hey, I’m thick-headed, and even I noticed how thick chested you got.” Rainbow laid her hand on the girl’s shoulder. “It just means you’re growing up. And considering how quick they came in, you’re probably not done yet. What say we get you a back regiment started?”

“Yeah. Yeah, okay. Thanks Rainbow Dash.” She stood after taking a deep breath.

Rainbow looked the rest of the girl over. “We might want to add some crunches to that. Your stomach’s looking a little bigger too.”

Applebloom was with her siblings, carrying a basket to her assigned bucking tree. She started a run up to it and swung her leg, but suddenly she got a nasty taste in her mouth and it broke her form. She fell to the ground, and she held her mouth, wide eyed.

“Applebloom?” AJ turned to her right as she scrambled over to the bucket and hurled. “Applebloom!” She and Big Mac were on her within a second. “What happened Sugar Cube?”

“I… I don’t know!” She panted. “Everything was fine, and then all of a sudden…MBBL.” She continued to retch. “Oh Faust, it tastes so bad.”

Big Mac took out a hankie so she could clear out her nose and eyes, and AJ made sure that her mane was out of the way. “You have been oversleeping a lot lately. Maybe you caught a bug from school.” She rose, looking to her brother. “I gotta keep buckin if we’re gonna make quota. Once she’s done, can you get her back to the house to rest?”

“Eeyup.”

She had gagged twice more before she could be moved. And when she was done, Big Mac carried her back in his arms as to not disturb her further. “Thank you, Big Brother.” She sighed after he put her in bed.

“Applebloom.” He spoke, and she swallowed. He never spoke unless it was important. “Is there somethin you wanna tell me?”

“N-no. Why would you think that?”

He sighed, his orange mane flopping over one of his eyes as he took a felt box from his pocket and showed its contents to the girl. “Imma gonna ask Sugar Belle to marry me soon. And there’s a good reason for it, aside from me lovin her.” He put it away. “Now you know my secret. Imma gonna ask you again. Is there somethin you wanna tell me?”

She paused, the stillness ringing in her ears. “No. Not at all.”

“All right.” He stood and hit the door frame. “It’s Shadow Cloud’s isn’t it?”

She sat up straight. “Fucking hell, Big Mac, just tell me that you know!”

“Just wanted to give you the chance yourself. It was durin your trip wasn’t it?” She nodded. “Sugar Belle’s got about 3 months on you then. She’s had mornin sickness bad.”

“Morning sickness… that’s what that was?”

“A little tip. Tell Applejack before she finds out herself. I plan to, very soon. But for now get your rest and then eat. A lot. Gotta replace what you left in the field and then some for your foal.” He patted her head and left her alone to her own thoughts.

“Fuck, what do I do?” She held her head in her hands.

“Fuck, what do I do?” Sweetie Belle stood naked in front of her mirror, rubbing her now very pronounced belly. “I’m pregnant. I’m pregnant! I’m fucking pregnant, and way too fucking huge for a couple of weeks!” She stood profile. Her tits were still her most prominent feature, but under that, her belly was about half that far out from her body. “At least Rarity is visiting Canterlot and Manehattan for another few weeks, but what am I going to do about clothes? Nothing’s going to fit my bump! God, my tits are as big as Rarity’s now too.” She stopped. “Well shit.” She left her room and opened up Rarity’s closet.

“Well... shit.” Shadow Cloud writhed on the map table, his wrists bound by blue magic controlled by the wild-eyed purple-maned mare. “Miss Starlight, how exactly is this going to help with my hand?”

Her tongue licked the tip of his member as she sandwiched him between her huge mounds of titflesh. “I told you, we’ve determined that the ingredients have something to do with your bodily processes. I’ve got Detect Magic cast on my mouth, so shoot your wad in me so I can make sure it’s not magically altered.”

“There has to be a better way than…”

“Look, you fucking stud, I haven’t even seen a real dick next to Sunburst’s impotent blooper since I started dating Trixie, who banned cocks in the relationship. Fortunately she’s on tour for the next month, and I NEED your cum! Magic detection be damned, I am so fucking horny if you don’t shoot it in my mouth, it’s going in my cunt unprotected! Got it?!”

“Y-Yes ma’am.” He hoped the girls were having a better time of things as she continued to extract jizz out of his member long after Detect Magic ran out.

Chapter 8 - Cat’s in the Cradle

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“Sweetie Belle, open up!” Applebloom and Scootaloo were pounding at the door of Carousel Boutique at sunrise, looking desperately around to make sure they weren’t being watched by anyone.

She answered the door with a frazzled mane and a sheer pink nightgown that did nothing to hide her erect nipples. “Get in, quick.” They scrambled in, shutting the door quickly and pinching the bell. She stood there with her hands on her hips, pulling the fabric taut around her belly. “Do you know how early it is?”

“Woah. Uh… You got way bigger.” Applebloom stated.

“Thank you captain obvious.” Sweetie rolled her eyes. “If you’re here to point that out, go home.”

“We’ve all grown, Sweetie Belle, look.” Scoots unzipped her hoodie and her breasts sat there like two firm head-sized basketballs, making both her pole sisters’ jaws to drop. “Grew these last week, and they’ve only gotten fuller since.”

“Damn.” Applebloom peeled off her sweatshirt, revealing her own chest growth, and her belly paunch was much more noticible. “I mean, my apples may have turned into melons, but you’ve gone past me and hit Sweetie sized.”

Sweetie slumped. “So I’m an adjective for breasts now? Seriously, what do you want?”

“We need to figure out dresses.”

“For what? The Gala isn’t for three more months…. Fuck, I’m going to be massive by then…”

“Sweetie, didn’t you read the invitation? Diamond Tiara’s Grand Opening is FORMAL ATTIRE!”

Her eyes went wide. “Oh fuck.” The other girls nodded. “Okay, first, put some bras on. Take some from my drawers. Scoots, yours will be on the front top drawer, Applebloom, find one of my smaller ones in the box in my closet. Then pick out a dress from my closet and meet me in Rarity’s room.”

“What are you going to do?”

She patted her belly. “Feed the babies.”

“Babies?!” The others yelled.

“I mean why else would I be this big this soon? I look like I’m four months and it’s only been three weeks. By the looks of you two, you might be hauling more than one yourselves.”

The pair followed her plan. “Geez, I remember seeing this thing the first time.” Scootaloo held up a green lace bra with and extremely stiff underwire. “Never in my life did I think I’d be wearing it seriously.”

“Or planning for multiples.” Applebloom’s face flushed. “My family is super fertile… what if I’m carrying a lot?!”

“If you’re carrying a lot, then Sweetie’s got even more.” Scoots held dresses up to her body, rubbing her bump. “I might even have more than you, but my muscles are holding it in better. Though I kinda wish I was as big as Sweetie.” She fretted in front of the mirror. “Damn it, everything that might fit is in a different color. I guess I’ll choose these.” Applebloom took her pick as well, going silent.

They met in Rarity’s room, and found Sweetie licking her fingers after eating some juicy strawberries and cream. She pointed to the table, which had food laid out for them too. Scootaloo tossed her clothes onto the bed and made a beeline for the snacks. “Fuck yes, the babies needed this.” She said as she peeled an orange and consumed it slice by slice.

Applebloom’s face started turning green. “Use the litter box AB.” Sweetie pointed and the poor mare dashed to it, vomiting immediately on arrival.

“The litter box?!” Scoots said wide eyed.

“A surprisingly useful tool for morning sickness. Dries quickly, eliminates the smell, and is quick cleanup. Though Opal has not been happy about it, she hasn’t scratched me since she realized I was pregnant. Anyway, what did you pick?” She stripped out of the nighty and grabbed a bright purple strapless bra, which she immediately overfilled while fastening it. “Damn it, this fit two days ago.” She took it off and tossed it aside.

“I like everything but the color on this one.” Scootaloo said as she held up a powder green gown with a big green bow on the back. It had a single-shoulder strap design for the chest.

Sweetie picked it up and looked it over. “I don’t think your belly will show in this dress. If I died the main dress purple, would you be able to stand a green bow?” Scoots nodded. “Ok, you’ll need a strapless bra for it. Go back and get one. AB, what have you got for me?”

“A bad case of angry cat.” AB grumbled before she came back. She held up a spaghetti strap dress that was a matte orange.

Sweetie ran over this one too, holding it up to her, and rubbing the girl’s belly. In the process. “Cinched waist, that’ll show your bump way too easily. We can cut the elastic, but if a stiff breeze happens, this thing is flying up.”

“Whatever it takes. Can we garter belt it?”

She shook her head. “Wrong fabric.”

Scootaloo came back wearing a new strapless bra, however her areola was showing around the cups. “This was the only thing I could find that fit me.”

“It’ll do. Though how big did your areola grow? They’re about as big as a tea plate.” Sweetie slid out the dying rack. This was one of the jobs she was allowed to do around the shop to help out. Getting the mixture just right, she dipped Scootaloo’s dress in it. “It’s a shame, I really liked this dress, but it’s not like I’m gonna be wearing it again, right?” She put it on the rack to dry, then cleaned up and took AB’s dress and started cutting its internal straps. The elastic ring released and she was able to draw it out of the dress without harming the outside. “First time in my life I’m ever glad Rarity taught me basic sewing.”

“We’re grateful.” Scootaloo said, as AB ran away, a protesting cat hissing soon after. “Really we are.”

“I just wish I knew what to do for mine. Now that this bra doesn’t fit, I’m out of options. Everything that Rarity has left for a normal bra will show off my belly.”

“But I thought Rarity’s outfits showed off her tits more than anything. You’re big enough now to fill those out. Is anyone going to look anywhere else?”

Sweetie raised her head to Scootaloo after mulling it over. “Would you be heartbroken if I kept the bow?”

Silver Spoon wore a dark purple flowing gown with one shoulder strap. It flowed down to her hooves, splitting open on both sides, revealing her slender legs. Her signature silver spoon was on a bracelet on her wrist. It was a relatively simple dress, in comparison with the ornate one that Diamond Tiara wore next to her. She was in a yellow halter top with an open split chest, proudly showing off her bust both in the center and to the side, supported by a royal purple string under her chest which laid on her arms. She also had a royal purple sash tied around her waist that held it to her body. It split open on one side, leaving her legs on full display at the right angle. Her mane was in a pink and white swirled ice cream twist of a ponytail, a smaller version of her tiara holding it in place. She welcomed the guests with enthusiasm.

The fresh foods market area of Tiaramart was the main assembly hall, guests could find a buffet table and a DJ. There were advertisers all over, networking with the major guests, the vendors all coming together as well, while residents of Ponyville wandered in. “This is going great!” She whispered excitedly to her friend and partner, trying not to bounce in place.

“It certainly is, though I wish we were getting a few more walk-ins. I think they might be feeling a little underdressed.”

“We’ll talk about that for the next store, but for now, this is amazing!” Diamond beamed.

Shadow Cloud stood by them in a tuxedo at parade rest before pressing a wire to his ear. “Roger that. Ladies, catering is coming around the back for a refresh.”

“I’ll handle this, Diamond, you stay with your guests.” Silver Spoon brushed Shadow Cloud’s arm as she passed, tracing her fingers down it. “Good work today.”

“Thanks again for the assist DT.” Shadow Cloud said. “I needed the extra work.”

“Of course. You’re doing a great job. I’m just sorry that the Crusaders haven’t come. Imagine the looks on their faces with you in a Tux.” She didn’t have to imagine for long, as the doors opened, entered Applebloom and Scootaloo, fiddling with their new dresses, Applebloom’s being the most conservative, gripping hold of the hem until she was inside, and Scootaloo rocking her newfound cleavage. Slowly behind them was what first appeared to be Rarity, but after second glance, it was clear it was not. Sweetie Belle was in a snow white halter top ballroom gown that only had enough fabric to cover her areola, her stiff nipples causing blatant bulges. Her entire bust swayed back and forth as she moved. She had a green shawl fashioned in the crook of her left arm, sweeping loosely over her midsection, to a point where it was sewn to the hip of the dress.

“Holy fuck.” Both Shadow Cloud and Diamond Tiara whispered at the same time. She waved to Diamond, sending her bust quaking.

“Diamond, thank you so much for inviting us. This place looks great!”

“T-th-this place looks great? You look great! Is that one of Rarity’s gowns? I can't believe how well it fits you.”

“Oh my gosh, really?” She turned around in front of her, and at every angle there was just more tit to see, even from the back her globes were bulging out. Several of the male guests, even those whose wives and dates were present turned their heads to the display. “Thank you so much. I had a wardrobe mishap and this was the next best thing!” She grinned. “Hey love-” Her eyes went wide. “Shadow Cloud?!” The two other CMC, who were already hitting the buffet table, stopped dead in their tracks. “You're here?!”

“Why wouldn't he be here?” Diamond stepped in front of him. “You don't know how instrumental he's been to opening this place. He's helped with marketing, logistics, supply chains, the whole works, without a single thing in return. I don't think we would be able to make this opening a success without him. Plus he's a part of our security team for the event.”

“And she pays well too.”

“Oh stop it dear.” She playfully slapped his arm. More customers entered, hearing whispers of a really hot mare with huge knockers. “If you'll excuse me, I have more guests.”

“So…. A tuxedo huh?” He nodded. “It looks amazing on you. You know the girls and I have invites to the Gala this year. With that kind of outfit you'd be our plus one for sure.” The girls also nodded in agreement from the table. “Also if you can, set aside some time for us next week please? I feel we've been avoiding each other. Now I need to go. No seriously, where's the bathroom?!”

“Back corner by checkout. If you need to use the family restroom, it's the wide door in between.” He made direct eye contact with her.

“I might have to check it out.” He gulped. “But it looks from here it might be closed. I'll have to get closer to see.” She waved her hands in front of her, laughing nervously. “I'll let you get back to work. We still love you.” She went off to relieve herself.

Silver Spoon stepped out from behind him. “Well that was quite the show.” He recoiled in surprise. She squinted at him. “She was about to call you ‘lover’.” He grinned nervously. “Don't worry I'm not mad or surprised. I mean with that body who wouldn't want to fuck her? All three of them seemed more mature after the beach, which means you comforted them very very well. I'm a little jealous. Maybe you could spare some of that comfort for me?” He didn't respond. “Well whatever. I've got a job to do.” She flipped her braid back over her shoulder and whipped his crotch with it before joining Diamond Tiara at the doors. “Tonight?” She whispered in her ear.

“Tonight.”

Diamond Tiara bid all of the workers farewell. The caterers hauling their last table away. “Thank you again. Hope to see you again soon!” She smiled, looking around at the empty store. She wiped a tear out of her eye. “We finally did it.”

“Diamond? Are you okay?” Shadow Cloud stayed, even after the other hired security left.

She whirled around grabbed his cheeks and gave him the biggest kiss she could muster. He wrapped his arms around her waist, shifting to keep their combined balance. As she separated, she let forth a hot breath. “I’m in love with you.” She kissed his cheek and ran her fingers through his mane. “You’ve been the most selfless, most honest, most helpful stallion I ever met. You never had to help me but you did. And though yes, some of what you said to me was harsh, none of it was a lie, and it made me realize my own mistakes. I…”

“So does this mean I’m not getting paid?” He raised an eyebrow. She stared at him shocked for a moment. The corner of his lip turned up as he fought a smile. Diamond sputtered for a moment, cracking into a chuckle, and then a complete laugh, as he followed suit, not being able to hold the ruse any more. He pulled her into him and gave her a response kiss, making her knees go weak.

His radio went off in his ear. “Anyone still online?!” It was Silver Spoon’s voice. He separated from Diamond. He responded and took the wire out of his radio so Diamond could hear it. “I just got a report of two missing foals last seen in our area.” Diamond intertwined her fingers with his. “There may be surveillance footage. Come back to the manager’s office right away!”

Shadow Cloud looked to Diamond Tiara with a lot of worry, then rushed off with her in tow, entering the warehouse, going through the employee locker room, and into the manager’s office within a minute or two. “Do we know what the foals look like?” He said before he could even survey the room. He quickly went up to the security station and looked through the cameras, not entirely sure what he was looking for.

Silver Spoon sidled up next to him, turning his radio off. “They have bat wings.”

“Thestrals? Okay, that should be easy to find. Do we know their height or weight?”

“About seven to nine pounds each.” Her breath got heavy as she placed her hand on his.”

“I’ve never heard of a bat pony that small.”

“Well they will be…” Silver placed his hand against her dripping pussy. “In about 40 weeks.” She turned his head and kissed him, forcing her tongue into his mouth. As she pulled back he finally got a look at the girl. Her dress was bunched up around her waist, her bare and bald pussy exposed to the elements. She backed up, falling into an emperor size mattress that took up most of the room.

Diamond Tiara removed the sash that had held her dress’s length on, only leaving a small panel of yellow cloth in front of her snatch. She joined the girl in bed and opened Silver up with her fingers. Silver let out a lustful cry as Diamond played with her clit, but she reciprocated with the same, removing the girl’s meager censorship and spreading her open as well. As she writhed under her best friends’ touch she gazed at him with lusty eyes. “The foals that are missing our ours, Shadow Cloud, because you haven’t made them yet. Make love to me. To both of us.”

“Diamond… I really shouldn’t.”

“Yes, you really should. AAaahhn!” She gasped as Tiara’s tongue prodded her clit. “I’ve wanted you since the day we met. And when I put my trust in you in the mansion, you did everything right without even needing to be asked. Hnnnghhh!” She seized up, a tear rolling down her cheek. “Diamond, too much! Too much!” She panted as she calmed down. “My father is still out there somewhere, on the run. I don’t want to be his in any way. So I’m giving you myself in every way. Make love to me, get me pregnant, and take me as your mare.”

While she explained this, Diamond Tiara began unbuttoning and taking off his pants, leaving his erect member tenting his underwear, and leaving a dark precum stain. “It’s her ultimate choice Cloudy, she’s making a decision that before I saved her, would have been forced on her. And she’s ovulating right now. I know because I am. Our periods are synced. And of all the mares you could sire a foal with, we’re the best prepared to handle it financially.” She pulled his waistband over his cock and it stuck out obscenely as it dripped on the satin sheets. Diamond Tiara stroked it longingly as Silver moaned in need at the sight. “Cloudy, look at me.” He made eye contact with her. “You’re telling me you’re going to pass up fucking two rich fertile lesbian horse girls?” She pressed her chest against him as she whispered in an erotic tone that made his ear twitch.

“You know what?” He turned to her. “You’re right.” His last restraint broke as he pushed Tiara to the bed, necking her as she cried out in surprise and passion.

She squirmed under him. “Not me first! Silver Spoon! AAaahh! Aaahhh!”

“Oh I’m perfectly fine going second if I get to watch this.” Silver grinned as his drooling tip kissed Tiara’s super-sensitive clit.

He kissed her split cleavage. “Take it off me!” Instead of doing that, he pulled the fabric apart, tearing it in two. “Ooohn, I’m never going to be able to wear this again!”

Silver latched onto one of her pert nipples while Shadow Cloud took the other. “Not like you’re going to fit in it when he’s done with you.” She sucked hard. “Can you please hurry up and breed her? I want milk to come from these big titties.”

He scooped her up as she lay there helpless from all the stimulation. He stood up with her in his arms, leaning back against the wall. He folded her in half, her legs held against her chest as he lowered her onto his fully erect dick. “No way…” She gasped as she lost herself to his thrusting. Her eyes rolled up into her head from the pleasure, so much so that she missed him breaking her hymen, his erection now smooching her womb. When she regained a little consciousness, she saw Silver Spoon masturbating on the bed, panting. Tiara tilted forward slightly, until she was able to see them joined. “Oh Celestia, this is so slutty…”

“Daddy’s little rich girl is becoming a real slut.” Silver gasped as she neared an orgasm. “Diamond Tiara, the knocked up slut, waddling around with big fat leaking tits and a huge baby bump. Everyone’s going to whisper behind your back about how you got knocked up, and how bad they want to fuck that slutty breeding body.” Silver Spoon leaned back, spurting from her slit as she came.

“Oh yes! Make me a dirty mare! Fuck me! Knock me up, Cloudy! Make me your slutty little rich whore!” She tried to answer his thrusts, but he was in total control of her at this point and wasn’t long until he pushed her down for the final stroke, launching a hefty load of cum directly into her womb. “Fuck! It’s so big!” His orgasm sent her over the edge and she lost consciousness completely.

He lowered her to the bed in a fetal position, his cum oozing out of her. “Give her another load. She’s not nearly stuffed enough yet.”

He shook his head and went over to her. “Take it off.”

“But I’m not wearing panties, you could just…”

“Silver, are you giving yourself to me? Or saving something for Diamond?”

She sighed. “Just… don’t tell her.” She raised her arms up, and he found the zipper, releasing her from the tight purple entrapment. However there was one thing still left on her. He nodded, and she bit her lip, unclasping the minimizer around her chest. She gasped in relief as her melons finally were released. “Ooooh…. Touch me.” She begged, and he quickly responded by fondling them.

“They’re so big.” He said between intimate kisses. He estimated them to be about three times Tiara’s still significant chest, nearly at Sweetie Belle’s original size. “Why do you hide them?”

“Diamond is the one who should get the attention. I don’t want her to be passed over because of my fat tits.” She pressed her hand against his chest. “I love her, Cloudy. She gave so much to save me she… I’m her second. I don’t ever come first. That’s my rule. Never show her up.”

“I want you to stop hiding this, Silver Spoon. It’s not healthy.”

“Then knock me up so I can have a reason to have these huge jugs.” She pressed his member against her entrance. She steadied herself and looked into his eyes. “In one stroke.” He nodded, and did a single hard thrust into her. “HnnnnNNN!” She whimpered as she wrapped her arms tighter around him. A tear ran into her hairline as she opened her eyes. “I’m yours now. Teach me what it means to love a stallion.” He began to move inside her as he squeezed and kissed her titties. He nibbled at her neck and tickled her sides. He ran his fingers through her mane, undoing her braid. She lay there under him, her mane spread under her like she was a silver-haired angel. “Cum in me.” She moaned in his ear. “I’ll make you a beautiful baby. Breed me.”

His fingers intertwined with hers as he went into his last spurt. His and and hers remained connected as she fingered her clit between thrusts. With little warning she came hard and fast, and she locked him in place, tightening down on him with immense power. He blasted his cum into her as her O face turned to that of pure bliss. As she came down and he pulled out, he lay next to her, wiping a tear off her face. “I can’t wait to meet our foal.” She whispered. “Or two, or three. You shot so much in me.”

He pulled Diamond Tiara next to him, and the three of them snuggled until he drifted asleep.

Chapter 9 - Extra Time

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“Oh, Cloudy! Yes! Yes, deeper!” Diamond Tiara’s eyes opened slowly as she rubbed the crusty sleep out of them.

“Silver, you’re so hot and wet.” He responded as her vision cleared. What Tiara saw made her jaw drop, as she looked up and saw Silver’s huge bust swinging free over her desk.

“Fuck! Shit! That’s the stuff!” She swore obscenely as her glasses shifted on the table with every thrust. “Get right up in there Cloudy! You haven’t knocked me up enough yet.” Diamond rose underneath her, until she was eye level with the girl. “D-Diamond, you’re awake!”

She kissed her beloved partner, trading spit as they danced tongues. As she broke, she turned to their shared lover. “Cloudy, pull her up.” He obeyed, lifting the girl up until she had her head level with Diamond’s, stepping to the side so the desk was no longer in between them. She sandwiched Silver Spoon between them, dominating her mouth and fondling her newly discovered chest. “After one time with Cloudy and your jugs are this big. There’s no way one baby will drink enough from these gorgeous mounds.”

“Gorgeous…” She whispered in response.

“When my foal is born, will you nurse her too?” Silver Spoon beamed and nodded furiously. “Well then,” she slowly kissed down her breasts to her navel, and her pelvic bulge under that. “Cloudy, fill her until she can’t take any more.” She kissed Silver Spoon’s swollen clit.

“AAAAAAAAHHHH!!” She shrieked as it sent her over the edge. Shadow Cloud’s balls twitched in plain view to Diamond as Silver’s orgasm triggered his own. “Ah! AH! AAAAHHH! AAAAAAAAAHHHHH!!” Her hands went up to her head as tears streamed down her face.

Diamond dove deeper, licking and kissing his throbbing balls as he shot into her now pregnant love, extending his orgasm further. There was no way she couldn’t be, as hot white jizz rained down on her face from where Silver was hilted onto him. She watched closely as Silver’s belly quivered, her womb now overfull of his hot spunk. His balls still felt heavy to her tongue.

“There’s no way…” Silver kept sobbing. “That was the best orgasm I’ve ever had in my entire life! I love you both so much! Thank you.” She pitched forward on Diamond, and the girl eased the very satisfied mare into the mattress.

While she was there, Tiara grabbed three pillows and leapt onto the smooth polished desk with a squeak, splaying her legs out in front of Shadow Cloud. His cum-stained cock was still oozing out drips of jizz. “Well stud? Like what you see?” He twitched in response. “That’s a good boy. Now come here and fuck your boss. Do a good job breeding me, and I might just give you a raise.” She winked.

He slapped his cock against her pussy, splashing some of the remaining juices over her belly. “Such a naughty employer, seducing your employee. What would Pony Resources have to say about this little trist?”

“Oh it would be h-hoooooorrrible…” He ran his entire length against her clit. “We could keep it quiet for a little while.” She pressed his member into her slit and traced it gently with her nails. “But when my belly gets biiiiiiiiiiiiiiiiiiiiiiiiig…” She panted as she took his full length. “I won’t be able to hide it. I’ll be forced to quit in shame.” She wrapped her legs around him and pulled their hips together.

“But that’s secretly what you want, isn’t it?” He groaned as he felt her squeeze around him.

“Yessssssssss.” She hissed as he knocked a hard thrust inside her. “Your CEO is just a naughty mare waiting to be conquered. Put a baby in my belly and I’ll become your lifelong foal factory.” He twitched in her so hard she could see it bulge in her. “Do it, Cloudy. Make me into your foal factory. Cum… for…” She looked up only to see Silver Spoon looming over her. “Us.” The girls kissed longingly as her orgasm launched. His followed suit and he stuffed her as full as she could take, her limbs flailed wildly in the process, like she was being electrocuted by some unseen force. “Hagh!” She swallowed hard. “Fuck! My pussy loves your cum! It went crazy the moment it hit my uterus.” Diamond panted, intertwining fingers with her partner, rubbing Silver’s bulge while Silver caressed hers. “I’m sure we’re both pregnant. Thank you, Shadow Cloud.”

“We love you. Both of us.” Silver added.

The manager mare that came to open the store unlocked the door to the office. “Oh! CEO Tiara, CFO Spoon! I'm sorry, I wasn't expecting you to be here.”

“Yes, w-well there were a few things that needed taking care of after last night's opening.” Diamonds hair was all misshapen and twisted in the wrong direction. Her white blouse had missed a button on her chest, and her legs were clenched together. She held a paper bag in front of her.

“Is everything all right?”

“How rude.” Silver Spoon held her clipboard against her belly as she pushed up her glasses with the other hand. She was wearing a dark purple suit jacket and pants, however the jacket was exposing half of her breasts as cleavage. “Everything is wonderful. We just had a few clerical duties to perform regarding opening. That's all there is to it.”

“Yes ma'am. Is there anything I should look out for?”

“No. Just carry on. We may be back in the afternoon to check on customer volume.”

“Understood.” she stepped aside and let the mares pass. As Diamond and Silver were closing the door behind them. “Ugh, why does new store smell smell like squid?”

Both of them sighed in relief as they made their way out of the building, no longer hiding their stuffed tummies. “Mou!” Diamond pouted. “It's a good thing I had spare clothes in the office! I still can't believe you and Cloudy did that to my dress.”

“Well I can't fit into my wardrobe anymore. I feel like a slutty secretary in this.” Silvers chest wobbled as she walked.

“Speaking of slutty,” Diamond whispered to her partner. “Can I suck some of his cum out of your pussy when we get home?”

“Diamond!” She blushed red as a beet. “No way! I want to keep as much inside me as possible. But I will need my tits sucked on, so we can get lactation started.” She winked. The girls giggled as they made their way home.

Shadow Cloud was flipping through pages of a book he had borrowed, trying to find an explanation for his hand. He turned the page again, but something caught his eye as he did. He twisted his wrist, and the CMC shield turned into a Tiara and a Spoon respectively. Running it back through his head, he swallowed. “Oh shit, they really are pregnant.”

Chapter 10 - Discovery

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Applebloom rushed into the bathroom, her formerly loose sweatshirt starting to get filled out by her swollen chest and belly. She took an already unwrapped pregnancy test out from her pocket and sat down on the toilet.

Scootaloo, in her own bathroom, took a deep breath as she emptied out, doing her best to see past her firm rack so she could get some of her pee on the stick.

Sweetie Belle, in the carousel’s bog, gave up trying to aim. Her breasts and belly were too big to see around anyway, so she just peed into a cup, before dipping the test in it.

The three put the test on the sink, and within a minute, the results were apparent. “I’m pregnant.” They all whispered to themselves. “But how many am I having?”

Shadow Cloud looked down at the invitation. He had never been to the Ponyville Spa before, and as he entered there were three mares the color of candy hearts, with white uniforms that barely made it past their thigh gaps. He showed the one at the front desk the invite. “Ah, the fitness center.” She spoke in a thick accent. “It has been rented out today, lucky you.” She pointed around the corner. “Follow the signs to back. Make sure you read and obey rules. Hygiene very important here at Ponyville Spa.”

He opened the door to the Annex, and then entered the locker room. In the room was Sweetie Belle, nude, looking at herself in the mirror at the end of the hall. She looked over to him nervously, making a soft smile. “Come here, please.” Shadow Cloud took a deep breath and walked over to her. She floated a small bottle of oil into his hand as he sat down on the bench. She pressed her butt into his erection as she sat slightly in his lap. “Rub me down, please.” He obeyed, squirting a little bit of the clear oil onto his palm, rubbing them together to warm it up. He ran his fingers through her fur, caressing her swollen middle and causing her to coo in satisfaction. He began to neck her as he fondled her swollen titties. “Oh Shadow…” She moaned. “I’ve needed you to touch me all month. But I’ve been so scared.” She placed one of his palms on her belly. “You know what’s happening to me, right?”

“It’s been pretty obvious, Sweetie. Though you hid it well last week in that dress, there’s no denying it. Is it official?”

She nodded. “I’m pregnant. They’re definitely yours, but I have no idea how many. I’m way too big for you cumming in me last month.” Sweetie turned around, facing him with a blush as she fondled her own breast with one hand and her belly in the other. “I’ve been so scared of your answer. Do you… still want me?”

“Sweetie Belle!” He pulled her into a deep kiss, and she pressed her curves against him as she melted at his touch. “Of course I do! I love you! I mean sure, you being THIS pregnant is really shocking, but I gotta be honest… you carrying my foals is very fucking sexy.”

She kissed him with a renewed love beating in her chest, but after she had her fill, and he fondled her some more, she backed away. “There’s more you should know. The girls are all on the same cycle as me.”

The door opened just after she said that, and in came Scootaloo, wearing her hoodie, which was straining against her chest. “Oh….” Scootaloo halted in surprise.

“Oh.” Sweetie got up, waving to her a little. “I’ll leave you two alone for a bit.” She went into the showers and turned on the spray.

“Well then, no point in hiding it.” Scootaloo stood in front of him, her arms behind her back. “Unzip me.”

He obeyed, finding a lot of resistance at the start, trying to work the zipper around her immense chest. As he finally moved past it, he gasped, realizing she wasn’t wearing anything underneath. “No sports bra?”

“Won’t fit me anymore.” She blushed, turning away as he finished, revealing her once flat tummy with a pronounced bulge.

With her hoodie now fully open he placed his hands on her hips and pulled her towards him. His lips pressed against her belly. “Hello little ones.” He stroked her belly. “You’re making mommy even sexier now.”

“SC!” She covered her face and dropped to her knees in front of him. “Unzip! Now!”

He obeyed, whipping out his erect, dripping member. Scootaloo zipped up her hoodie up to the base of her tits, which gave her more support as she sandwiched his erection in between them. She licked his tip, swirling her tongue around it while she gave him a pregnant titty fuck. “Ever since you knocked me up, I’ve been super hungry, and I’m craving protein. Feed your babies.” She didn’t say another word as she clamped her lips down on the head of his flare and began sucking and tickling the rim. He wasn’t able to last long against her efforts, and he blasted a fresh wad of cum against the back of her throat. She moaned and grinned as she gulped down more and more, not stopping until she had her fill.

Shadow Cloud hissed. “Fuck that was hot, Scoots.”

“Turns out having huge tits is pretty great after all. I also know what these will be doing when the foals are born.” She jiggled them. “Between the three of us, we’ll be able to feed the whole town.”

“With how big we’re gettin’ we might be HAVIN a whole town.” Applebloom stood there with her hands rubbing her belly through her sweatshirt.

Scoots followed Sweetie Belle’s lead and went to wash off. Sweetie yelped, and then started moaning. “Scootaloo! I swear if I start lactating early i’m blaming you!”

Shadow Cloud went over to Applebloom, he placed a hand on her belly. “I still love you. You know that.” She nodded in response. “Then why are you trembling?”

“I’m… scared. Applejack doesn’t know yet. I don’t know how to tell her, but I need to tell her soon. I’m gettin’ too big to hide.”

Shadow Cloud lifted up her sweatshirt, and her big bump stared back at him with a popped out belly button. “I really did a number on you three.” He kissed her belly, and she quivered above him, tears running down her cheeks. “I never knew how turned on I’d get from you having my foals.” He stripped her out of the rest of her top, her breasts flopping down with more give than Scoot’s. “What can I do to help you feel better, Applebloom?”

“Hold me.” She whimpered. She sat down on his lap and he hugged her tight, pressing a hand to her belly.

“Do you not want these foals?”

“Of course I do, Shadow Cloud. I’m in love with you, and I love the babies you gave me, but Applejack is a mountain I don’t want to climb.” He nodded. “Though I do want to climb the mountain between your legs. Faust, you make a lotta cum.” She dropped her sweatpants and sat in his lap, his member penetrating her up to the medial ring. “Mmmmm.” She sighed, closing her eyes and easing herself up and down his length. He wrapped an arm underneath her breasts and laid another on her pelvis. They gently rocked together, and she leaned back and kissed him. “I know this isn’t enough to make either of us cum, but I don’t really want to right now. I hope you’re okay with that.”

He kissed her cheek. “Of course AB.”

“I’m so glad you rented the place out for us today.” She continued to shift on him. “Hey… what’s that on your hand?”

“Wait what? I didn’t do it. I got an invite. I thought maybe Sweetie did.”

“That wasn’t me.” Sweetie came out of the shower area with a beach towel draped over her shoulders, and another over her hips. “I also thought it was Shadow Cloud, since I asked you to put aside some time for us.”

“And I don’t get enough from my trust fund to splurge like this.” Scoots said as she came out, her mane in a towel. “Besides, I need it for a new wardrobe.”

“But if none of us did then….”

“I did.” Diamond Tiara called out from the other side of the annex. She and Silver Spoon approached as the girls tried to hide their privates, either by clothing or using Shadow’s body. “Seriously, all of you just spent time in the locker room and didn’t check the opposite end?” They were wearing leotards that matched their normal outfit colors, Silver’s was straining the top.

“Why didn’t you say something earlier?!” Sweetie tried desperately to cover up her tits, but a combination of the water and the slickness of her coat from the oil kept making it squeeze out of her hands. “You know what? Fuck it. Oof!” She let them drop as she put her hands on her hips.

“You were all having such intimate moments. I didn’t want to ruin them.” Diamond looked away. “Look, Crusaders, I’ve been trying to figure out a way to tell you this properly, and it’s really really hard to get you all in one place to do it, so I invited you all here.” Shadow Cloud gently shifted Applebloom off his lap and zipped up his pants.

“We know how you feel about Shadow Cloud.” Silver gripped Diamond’s hand. “And because of that, you have a right to know. We’ve fallen in love with him. Not platonically.”

“And we may have slept with him last week… while we were fertile. And are now having his foals.” Diamond Tiara scratched the back of her head nervously. The silence among the six was as thick as Applebloom’s hips.

“WHAT THE FUCK?!” The CMC erupted in unison, pointing fingers and yelling at Diamond, Silver, and Shadow, indistinguishable from all the others, until a massive CRACK echoed through the room.

Scootaloo had struck Shadow Cloud with all her might, tears streaming down her face. She held her wrist, trying to block the pain from getting to her head. All other sound ceased, except for the young stallion hitting the ground. “How… how could you do this?! Do you even get what you’ve done?! I’m in a very sensitive place right now! You might have sisters or parents who are rich and supportive, but I have no one! You selfish bitches always take from us… from ME! If it wasn’t knocking me down for missing my mark, or constantly reminding me that I couldn’t fly, you always took and took and took. And Applebloom and Sweetie Belle might have endured that with me, but at least when they went home at the end of the night they had someone there to comfort them. I. HAVE. NO. ONE. So when I find the one pony, the one stallion that makes me happy has been stolen away by the mares who CLAIMED to be reformed, I’m back to square one. No, worse, because now I’m going to be a single mom to a litter of kids on a barebones trust fund! WHY DO YOU KEEP HAVING TO RUIN MY FUCKING LIFE?!” She grabbed her hoodie and put it on, not even bothering with bottoms before heading out the door.

“Wait! Scootaloo, that’s not what we….” Silver Spoon started to go after her, but SB and AB blocked their path.

“You have some major explaining to do before you even get close to her.”

Chapter 11 - Pony After All

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Sweetie and Applebloom loomed over the two girls as they sat on the bench. Everyone had changed back into their normal attire before Shadow Cloud came to. He slid up the cold metal of the lockers pulling himself up into sitting position. “Explain.”

“Yeah, you knew he was ours. You might not have known we were pregnant, but that’s not an excuse here.”

Diamond Tiara looked at her knees, squeezing them with her fingers until they were sore. “I… I don’t want to take him away from you, Crusaders. Did I know you three were in love with him? Yes, yes I did. But I fell for Shadow Cloud too. So much so that I needed to give him everything I had, including my virginity and my womb. Shadow Cloud is… well he’s special to me, just as much he is to you. I never wanted to take him away from you. That thought never even crossed my mind. I knew you loved him and I was fine with that. I just… wanted to love and be loved in return. Just like you.” A tear dripped onto the back of her hand.

Silver Spoon placed her hand on top of Diamond’s, and squeezed gently. “We were both there together. And I watched as he bred her, and she watched as he bred me. I can’t remember being jealous of her in any way. I wanted Shadow Cloud to make her happy. And I want him to make you all happy too. I knew a little more about the situation. I knew you all had sex with him. But I wasn’t mad at it, or thought of it as cheating. He gave you what you needed and deserved. And especially you Applebloom….” She looked up to the yellow mare with the sunset eyes. “Shadow Cloud helped me deal with the feelings I had when I was reliving my own…rape.” She swallowed hard twice to get the vile word out of her mouth. “But he stood by me, just like he’s done for you. And when he left to meet you girls, I knew he was going to fuck you, make you his. But I was okay with that, no I WANTED it to happen. Because I knew he’d give you the same care and love I felt when he carried me in his arms away from those memories. I love him. But I don’t want you to STOP loving him. I want him as a part of my life, but I don’t want to take him from your lives just for my happiness. I.... just want to be his mare, just like you.”

“I didn’t know that you and he had gone as far as sex. I’ve never been as observant as Silver Spoon, I admit it. But what she said is true. He made me feel special, and not ‘the rich girl that everyone should be nice to’ special. You’re happy with him. I’m happy with him. But I don’t want to take away your happiness just so I can be. I want to be Shadow Cloud’s mare alongside you. I’m not trying to be selfish.”

“Yet you managed to do it anyway.” Sweetie huffed, crossing her arms. “I for one don’t believe a word of it. No one could be that socially inept that they could think to just step into a relationship. Stay away from-”

“Hold on, Sweetie Belle.” Applebloom interrupted her. “Silver Spoon, you knew what happened to me without being told.” She nodded. “You wouldn’t lie about something that serious, would you? Because if you did, that would be a crime against all the ponies out there who have actually been raped.”

“Of course I wouldn’t.” She whispered in response.

“Oh what a crock!” Sweetie threw up her hands. “You’d say anything at this point just to get away. Don’t you ever even speak to Shadow Cloud again!” The girls winced as she spat.

“Stop Sweetie Belle.” Shadow Cloud stood.

“Stop what?! I’m still not done with you either, wetting your dick in some whores not even a month after-”

“I said STOP!” Shadow Cloud clenched his fist at his side. The girls all gripped their bellies and let out an erotic moan simultaneously. He looked at his clenched fist and the mark was glowing, cycling through the cutie marks of all four girls. He unclenched and it stopped glowing, and the girls came down from what seemed to be a pretty pleasurable orgasm. He filed that away to address later. “Silver Spoon isn’t lying, and implying that she is won’t help this situation. We’ve all made mistakes in this. Silver Spoon and Diamond Tiara weren’t deliberately trying to hurt you, but they didn’t think that doing it might cause an issue. Sweetie Belle, we wouldn’t even have gone to Mount Arris if you hadn’t stirred up that lie to get away from Diamond Tiara in the first place. And I fucked up too.”

He sighed. “I’m new to the whole ‘social and friendly with others’ thing. After I met the Crusaders, I learned what it felt like to make others happy, and so I approached Diamond and Silver with the same. And before any of us knew it, they were in love with me too, and I was with them. I didn’t think to say no. I didn’t even think it might have been wrong. My point is we’re all ponies. We make mistakes. Before I met you I was so afraid of other races of ponies that I could barely bring myself to go outside except for school. Princess Luna set me back on track, but even now I’m stumbling. But of all the mistakes I’ve made, falling in love with all of you, making foals with you, that’s not one of them.

“Applebloom, you’re strong and determined, but inside you can be sensitive and brittle. Sweetie Belle, you’re a born leader and lateral thinker, but you have a big sister complex that makes you feel inadequate. Scootaloo is hot headed and quick to judge, but that makes her equally as passionate. Diamond Tiara can be oblivious at times, but she dreams big and I want to see her reach those goals. And Silver Spoon is smart and organized, but is meek to a fault.” All the girls blushed, trying not to make eye contact with him or the other girls. “Each of you are so very different, but I can’t help but love you for them. So I’m going to be the selfish one here and say that I don’t want to stop. I want to make this work. I want all five of you, and I don’t want to give up on any of you.” He sat back down, running his fingers through his mane, before clamping down on his head. “I don’t want to lose any of you, but I don’t want to hurt you either.”

The girls looked to each other, some biting their lips, some with trembling brows. After a moment Sweetie turned to him. “I need you to wait outside while we talk this out.”

Shadow Cloud sat just outside the front door of the Annex. The girls had moved further inside so he couldn’t hear them talking. He took the opportunity to examine his hand. The five girls marks were all still there, appearing as he twisted his wrist left and right. He figured out they morphed into another mark after he hit a certain angle, and he couldn’t figure out how to stay on one without having to hold his wrist in that position. He paused on Scootaloo’s mark, and he traced its outline, sighing. “Oh Scoots. What am I going to do about you?” He looked up at the skyline. “Even if the girls do come up with a solution, will you even hear them out?” No answer came with the breeze. “If I had known how you were feeling I could have DONE something!” He balled his fist, clenching his teeth. “Damn it!”

The door opened and Applebloom smacked him on the back of the head. “STOP THAT!” The impact made him release his fist and it stopped glowing again. “Geez, you’re a bigger boob than Luna’s tits combined.” She muttered as she went back into the gym.

It took another half hour in silence before the door opened. Silver Spoon came to fetch him. He was led back into the weight room, where each of them sat on a piece of equipment. Sweetie Belle was the first to speak. “When the Crusaders agreed on becoming your mares, we were prepared for the possibility that you wouldn’t choose all of us. We made a pact that we would support whoever you chose. That we would never get angry or jealous of one or the other.”

“We never thought there might be a chance that the opposite would happen. That you might want to have more than just the three of us.” Applebloom was the one that spoke next. “But the pact we swore then can still apply now. We’ll be happy with those you chose, as long as Silver and Diamond swear on the same.”

“And we have.” Diamond Tiara said. “I don’t want anyone to be hurt or jealous. I lived that life for far too long. Now learning that my actions for love made you all hurt again, I’m ashamed.” Silver nodded.

“But there are going to be some new rules.” Sweetie Belle raised a finger. “One. You need to tell us right now who else you’ve had sex with.”

He swallowed nervously. “Does the blowjob your sister gave me count?”

“It does not. Though if she used one of her lower holes it would.”

“Then also Starlight Glimmer.” The room went dead silent. “But she forced it on me, collecting my sperm in condoms to test it for magic or something. I didn’t want to, and her Cutie Mark isn’t on my hand either.”

“OooooohKAY then.” She cleared her throat. “Rule two. You can’t bring on any other mares without agreement of the group. And by agreement, I don’t mean a majority, it has to be unanimous. Though I’m sure there are plenty of great girls out there, if we feel slighted in any way we are going to vote no. Is that clear?”

“Yes. Very clear. I have no plans towards that effect anyway.”

“You had no plans towards us either until the day you blasted your load into Diamond Tiara.” Silver Spoon pointed out. “This is just future proofing.”

He nodded in agreement. “However none of this is going to matter, unless Scootaloo agrees.” Diamond Tiara said. “She’s the one hurting the most right now. Honestly I don’t blame her for the blowup. That was several years in the making. If she doesn’t agree, Silver and I are prepared to sever ties. But we need to find her first.”

“I don’t think you two searching would be the best idea. With her being as mad as she is, it’ll just push her into hiding.” AB played with her mane as she thought. “Shadow Cloud either. We’ll look for her ourselves. SC, you go back to the clubhouse and wait there. I know she won’t go there because that’s the first place we’d look.”

“We can at least ask others if they saw her, right?” Silver Spoon said. “I give you my word we won’t search for her directly. We’ll look for clues of what direction she might have gone and bring them to the Crusaders.” They agreed and began to split up.

Shadow Cloud realized that he was forced to wait a lot today. He drew Scootaloo’s picture on the chalkboard of the clubhouse. Or… at least what he thought looked like Scootaloo in his head. He never was an artist, and this was possibly the most abstract drawing he had ever seen, looking more akin to a chicken than his beloved missing mare.

The girls came back emptyhanded as the sun began to set. Exhausted, sweaty, and achey. “Shadow Cloud… massage my tits….” Sweetie whined as she peeled off her coat. “My boobs weren’t made for running before, and they sure aren’t now.”

AB fished out two cold juices from her cooler and rolled one over to the girl before easing herself into a seat. “I can’t believe we found nothin’. We checked her apartment, the school, Rainbow Dash’s house, anywhere she would normally go.”

“This is Scoots we’re talking about though.” Sweetie Belle sighed as Shadow Cloud worked his fingers into her flesh. “Ooh, right there, work out that knot please. She’s always been the best at hiding. If she doesn’t want to be found, she’s not going to make it easy on us. This time I think she might have us duped. Okay, now go to the other one, lover.”

Shadow Cloud spent a few minutes in thought as he was directed to pamper the girls. “If Scoots doesn’t want to be found, then we just need to make her come back.”

“But how are we gonna do that?” Applebloom asked as he massaged her temples in his lap.

“We need Luna.”

Chapter 12 - Dream a Little Dream Of…

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Shadow Cloud huddled up with the girls in the clubhouse. The poor mares had gone through so much today, and now they had one more duty. He kissed them each on the forehead and closed his eyes.

He watched as his member was lovingly stroked up and down by two slim dark blue hands. The mouth of his lover kissed the tip longingly as it grew fully erect in her palms. She smiled as she smothered his erection with her enormous bosoms. Each one easily as big around as Applebloom’s asscheeks.

“Princess Luna…” He moaned in pleasure, his vision hazy. “Luna… Luna!” He blinked. “Princess Luna! Luna, please talk.” The woman between his legs just continued to stroke him, her request out of her bounds. “Princess Luna, I need you! Please come! Take control!” He fought back against the pleasure in his crotch as his dream mare held him in place, locking her lips on the tip of his shaft. “Come on, Luna, you have to be around! Please! We need your help!”

“Oh, you sure you don’t need help getting off?” The sultry mare came to life in a pulsating ripple around him. “Because this thing is way stronger and these balls are way fuller than last time.” Shadow Cloud grabbed her by the shoulders, stood her up, and gave her a massive hug. “And you’re way bolder too. Seems like you might have good news to discuss.”

“No. I mean yes, I mean no, I mean… that can wait. Can you find Scootaloo? The girls and I are very worried about her.”

“The girls?”

“Sweetie Belle and Applebloom. I took your advice and we got very very close. But Scootaloo ran off, and she’s locked herself away somewhere. We have to convince her to come back.”

“I see.” She looked into the distance for a bit. “It’s been very hard to check in on my charges as of late. There appears to have been a population explosion in Ponyville over the past few weeks. It’s gotten harder to isolate their dreams.” She gasped. “However she’s shining like a beacon right now.” She enveloped him in her wings. When she pulled them back he was in her dreamscape, orbs of multicolored light twinkling around them. A lot of them were completely empty. However one in the distance pulsed red. A muted scream reverberated from it.

“Scootaloo!” He turned towards it and was about to run, but Luna snagged his wrist.

“Do not let go of me, lest you get lost in the dreamscape.” She noticed the girl’s mark on his hand. “Interesting.”

“But she’s in pain! Please, Luna, help her. Or let me help her, or something!” She examined him closely. His pained expression was full of worry. Luna decided to trust in his feelings and sped up.

“AAAAGGGHH!” Scootaloo screamed, flailing. He looked into the sphere. She was alone somewhere in the forest, lying in a pool of her own juices, sweat and tears streaming down her face. Her belly was massive, as big around as she was tall, and she arched her back with her teeth grit every few minutes.

“H-How did she get like this?” Luna stared on in shock.

“No, don’t come babies. I can’t have you. I can’t take care of you yet. You need to stay IIIIINNNNNNN!!!” She writhed in pain as another contraction took her.

“Scootaloo!” Shadow Cloud banged on the bubble. “Princess Luna, please!”

“But… the only way that she could dream about this is if she….” She looked back at his hand and then at him. “Shadow Cloud, this mark. Is she having your foal?”

“Yes, Princess. Please, let me into her dream! I’ll explain everything I promise, but let me save her! I… I love her.” Her eyes quivered in surprise at his declaration. But then she smiled and let the magic flow from her horn. He dove into the orb headfirst, a stallion on a mission. He slid next to her, grabbing her hand and holding it tight.

She opened her eyes and looked at him in surprise. “Sh-Shadow Cloud?! No, you can’t be here. This isn’t real! You left me to be with Diamond and Silver! You abandoned me!”

“No, Scootaloo.” He ran his fingers through her mane. “I didn’t leave. How could I leave you when I love you so much?”

“After all this time though?! You show up right now?! I can’t have these babies. I have no one. No place to put them. No one to care for them. And you’ll just leave again. Probably after putting another litter of foals in me.”

“I’m not leaving Scoots. I’ve caused you so much pain already, and I never even knew it. I need you to believe me when I say I love you. I love you and our foals. I’m not going to leave you or our babies ever again.”

“How....” She sobbed through another contraction. “How can I believe you?”

“You can believe me.” Luna floated down next to her, laying a hand the girl’s impossibly bloated womb. With a touch it disintegrated, and they were cast into the dream realm. “What he speaks is the truth.”

“Princess Luna.” She pressed her hand against her belly, now only a small bulge under her maximized chest. “But how could you know that if he’s not…” She turned to the other side, seeing him sitting there nervously. “Oh. So you were real.”

He nodded. “Scootaloo, I’m sorry. Had I known how worried you were about all this, I would have done something a lot sooner. The girls have figured out a solution. Are you willing to hear them out?”

She sighed. “Well considering that I’m here in front of my mentor I can’t exactly say no. Side note, why are you both naked?”

“I prefer nude, thank you. And its very freeing wandering the dreamscape with no clothes. Since you’re a mare now, I figured you could handle it.” Luna covered for him.

“Princess, could you merge us with Applebloom and Sweetie Belle’s dreams?” Shadow Cloud held Scootaloo’s hand tightly.

“That will be a bit of a challenge. With the population mass around Ponyville, the only reason I found you specifically is because you called out to me.”

“Then that’s fine, because they should be doing the same thing right about now.”

Luna’s head jolted back in surprise before they glazed over as she searched. The statement clicked in Scootaloo’s head. “Wait, you mean since you and the girls couldn’t find me irl, you decided to look in the dreamscape? Dude, obsessive much?”

“They love you too much to let this split us apart. Me too.” He nuzzled her cheek.

After a while Luna came back, more flustered than anything. Even the constellations in her mane seemed out of alignment. “Th-There’s a haze of blank dreams around them, just like Scootaloo. But I found them. Good thing too, because I think we need to have a talk.” Her horn lit up again and the world rebuilt around them, forming the familiar clubhouse. Sweetie Belle and Applebloom walked in the front door. “Hello my children. Or, should I say children no longer.” She eyed Sweetie Belle’s belly. “I believe you’ve been looking for somepony.”

“Scootaloo!” The girls ran up to her in unison, downright knocking Shadow Cloud out of the way. He bounced across the room, ricocheting off the walls until he landed in Luna’s bust.

“Back to that again? And in front of your mares this time, how salacious.” She grinned. He looked back at them, they sat down in their usual meeting triangle. They talked about how sorry everyone was, what they had said in the meeting, but interestingly, he heard everything they said even though he was too far away to hear. “This is a shared dream, there’s no technical boundary. So distance isn’t a factor when it comes to words here. Same with retention.”

“Good to know.” He extracted himself from her cleavage, which he could swear she made bigger just to make it take longer. “You looked like you knew what this was.” He pointed to his hand.

She tilted her head. “And you don’t? You possess a herd mark and yet don’t know what it is?”

“A herd mark?” He looked down at it. “I don’t understand. This only happened the day Zecora went and healed my hand.”

“A herd mark is very old magic from several generations ago. Back then it was commonplace for stallions to take several mares as their wives and form a herd.” She drew her fingers to her chin as she looked at it in detail. “Why would that sly Zebra give you this without you asking for it first?”

Shadow Cloud gulped. “So the girls marks…”

She tilted his hand back and forth. “I see you’ve been very busy the past few weeks. Five mares within a month is quite the herd.”

“Am… am I in trouble for having this?”

“No… not legally anyway.” She shrugged. “As far as I’m aware there’s never been a law repealing or banning herdship. It’s just much more uncommon in this day and age. It even predates my banishment. You might find some that look down on you for having a herd, especially at your young age. But the deed is done. They’re bound to you for life. Multiple lives, since they all carry your foals.” His erection rose between her thighs. “Just to make it clear Shadow Cloud, this wasn’t the mission I had sent you on, but the results are similar. You do seem to be a much better, stronger, and more virile stallion than the one that I found wasting away. We could… continue with what we discussed.”

“Um… I-I… well…”

“Ahem.” Sweetie Belle tapped him on the shoulder, and he turned around nervously. “So let me get this straight.” She crossed her arms as Luna winked at her from behind. “Princess Luna visited you in a dream, and she told you to come to us, her charges, to learn how to socialize. And instead you wind up knocking all of us up. All for what purpose, so you could fuck Luna IN A DREAM?!”

“Didn’t say it had to be in a dream.” Luna muttered under her breath, knowing full well everyone could hear it.

“Wh-what? NO! I- I mean yes she did say that, but I never agreed to it. I didn’t… I mean I wasn’t trying… I mean…” He started to feel very small around the looming girls.

They all wrapped him in a hug simultaneously, which technically shouldn’t have worked with all their growth, but hey, dream. “We know, Shadow Cloud.” Scootaloo sighed as they sat him down. “I’ve decided to go along with their plan. To be clear I’m still not happy with Diamond or Silver, but I don’t have the right to keep any of you apart. As long as they abide the rules, so will I. I’m sorry I made you worry.”

“And I’m sorry that I was so oblivious.” He petted her mane gently. “If I had known how worried you were about everything, things would have been different. It’s something that I need to rectify right now.” He took both of her hands into his own and took a deep breath. “Scootaloo, I want you to come live with me.”

Scootaloo’s eyes went wide. “Wh… what?”

“I live alone, and have plenty of space for you. You said it yourself that you don’t have anyone to come home to, and that you’re worried about finances. You can save up your money by staying with me, and I can be the support unit you need.”

Sweetie Belle held her hand up to her mouth, tears welling in her eyes. Applebloom was slackjawed at this move. Scootaloo blinked, a tear rolling down her cheek. She started to laugh, more salty clear drops merging into a stream as her laughter turned into sobs and full on weeping. “Yes.” She eventually managed to splutter out. “Yes, I will. SC….” She started to bawl again, pressing her head into his chest.

“Are you okay Scoots?” Applebloom rubbed her back as soon as she calmed down.

“Yeah.” She sniffed. “I just can’t believe it. I’m getting everything I ever wanted… and I nearly lost it all because I was so jealous.” She sighed happily.

After a pause for them all to collect themselves Luna chimed in. “There is still more for us to discuss. Shadow Cloud, for better or worse, you are the head of a herd now. You need to keep them happy and healthy so their foals will grow well in their wombs. This includes resolving conflicts and pampering. Though your herd mark will aide in that.”

“So this thing does have other abilities.”

“You mean that time when you had us cummin’ all over ourselves when we were fightin?” AB spoke, then blushed, realizing what she just said in front of her mentor.

“Yes.” Luna smiled, more bemused than anything. “That is one of the abilities it has. You may discover more in the future. Each herd mark varies on the wielder, so I can’t tell you how yours will function.”

“I’d appreciate it if you didn’t use that one too often.” Sweetie raised her hand. “Yes it snapped me out of my blind rage, but you still used it to win an argument. I’m not happy about that.” Applebloom nodded.

“I’ll try not to.” Shadow Cloud looked away.

“There’s still more however.” Luna crossed her arms as she stood. “Do you three know how pregnant you are?” The three looked at each other, not saying a word. “Let me put it this way.” She snapped her fingers and they were immediately in the dreamscape, a thick red haze was around the girls, to the point where Shadow Cloud could only see their outlines, and Luna’s mane in the distance. Sweetie Belle was almost completely obscured. She snapped her fingers and restored the clubhouse. “That haze is a representation of the empty dreams going on around you right now. The dreams from your foals. That’s why it was so hard to find you without you calling to me. You three, no, you five, are having a massive amount of foals.”

Applebloom leaned back, smiling and rubbing her belly. “How many are we talkin about? Three, four a piece?” Luna shook her head. “Six?” She shook her head again, and AB’s smile turned into worry. “Eight?”

“With so many identical blank dreams its impossible to tell accurately with my powers, but I would say you five may double the population of Ponyville.”

“WHAT?!” All four of their voices echoed, shaking the dreamscape.

“That’s… that’s not possible, right? All of us being that pregnant?” Scootaloo bit her lip, looking over at her belly, which now looked even bigger to her.

“Is Shadow Cloud really that virile?” Sweetie stared at him in a daze. “You didn’t know you could do this, did you?”

“Of course not! I’m an only child, and I don’t think anyone from my family has had even one set of multiples, let alone this!”

The princess reached down and fondled his balls without a second thought. She stroked him until he was erect, pointing directly at Sweetie’s tits. “You weren’t this big before, correct?”

“No. It only happened after… after Zecora’s place. But she couldn’t have passed on magic to me, right? Even if she did, Diamond and Silver were only last week, it would have worn off. And Starlight Glimmer didn’t find any magical properties in my cum.”

Luna licked her lips at the drooling member, squeezing her legs tightly together. She shook her head and sighed. “I have a hunch, but it will take some days investigating to find this out. Crusaders, bring him to the Gala in three months. I should have gathered up what I need by then.” Her horn began to glow as the world unmade around them.

“Oh no….” Sweetie gulped, and the other girls also took the meaning immediately.

“Yes, it’s likely you will be quite large.” Luna answered before the dream popped completely.

END OF BOOK ONE.

A Place for Us All Book 1- A Place In Your Arms

by bladeking29

Prologue

Chapter 1-Getting To Know You

Chapter 2 - Going to the Hard Wear Store

Chapter 3 - The Hills are Alive Under the Sea

Chapter 4 - Week Zero - Part 1

Chapter 5 - Week 0 Part 2

Chapter 6 - Rules of Nature

Chapter 7 - Awakening

Chapter 8 - Cat’s in the Cradle

Chapter 9 - Extra Time

Chapter 10 - Discovery

Chapter 11 - Pony After All

Chapter 12 - Dream a Little Dream Of…