Burning Up

by HAHAHAHAHA_no

First published 11th of March, 2013

Once a sex-crazed alicorn is unleashed upon Ponyville, Twilight and Luna must save the town before it becomes completely corrupted by her power.

A secret romp in the Canterlot Gardens unleashes a sex-crazed alicorn, Fylo. After arriving in Ponyville and beginning her fun, ponies that Twilight Sparkle know and love fall into debauchery and lust. It is up to Twilight and Luna to save Ponyville and the ones they care about. Will they save the ponies that mean so much to them, or will they fall under the alicorn's spell, forever becoming her slaves?

The Jock in the Clouds

(A/N: You could probably figure this out, but this takes place before Twilight becomes an alicorn/princess. Also, we’re going to pretend that the pony’s breasts are on their chest and their private parts function the same as humans okay? Cool beans. Keep in mind, this contains some WEIRD ASS SHIT.)

Twilight Sparkle trotted through the gardens of Canterlot Castle. It was the dead of night and it was completely empty. Even the gardeners and guards had taken off. The unicorn was nervously staring around, making sure the coast really was clear. This place was certainly more imposing in the dark. The statues that were forgettable during the day were creepy in the night. Every shadow cast seemed foreboding and evil. This was probably the worst place to have a rendezvous. Twilight would have to remember that from now on. She marched past the place where Discord once stood and arrived at a small alcove. In the sea of flowers, it was a nice, secluded spot with a bench and a statue. Twilight glanced around yet again. Despite the fact that the garden wasn’t that great in the night, this was a perfect spot, impossible to see unless one was at the right angle. As it didn’t seem to be the right time yet, she gazed at the statue. The moment her eyes laid on it however she squinted.

Why had she not noticed this one before? It was an alicorn, something that was hard to miss normally. Whoever it had been, they were beautiful. The soft, feminine features showed it to be a female. Her wings were large and outstretched, her legs were long and her mane was flowing. Most puzzling however was her face. She didn’t appear overjoyed, regal or even happy. Instead, she looked incredibly annoyed. Why would somepony want a statue of them looking annoyed? There was a bench in front of the statue, so Twilight trotted over it. She stood with her front hooves on the seat and tried to gaze up at the statue on the large pedestal. There was nothing on it. It was just a statue. Twilight gazed back and forth, looking for any clues of what it might be.

Abruptly, the unicorn felt somepony grab her hind quarters. Something wet snaked its way between her legs and stroked at her most private place. Twilight shivered, feeling it rotate around her lower lips pleasurably.

“P-Princess Luna...” Twilight whined. The alicorn princess backed away from Twilight’s behind, her tongue hanging out.

“You were in a lovely position.” Luna said, grinning ear-to-ear. “Were you really that eager to see me?”

“I just wanted to know who this statue was supposed to be.” Twilight said, already blushing.

“Beats me.” Luna replied. She once again buried herself into the unicorn’s ass. Her tongue began lapping at her slit. Twilight shivered and whined, feeling her body beginning to heat up. Luna was so good at this. She obviously had experience with this before she was banished. After her first Nightmare Night, Luna had started to sneak to Twilight’s house. Originally it was to learn how to speak normally...then it turned into secret rendezvouses. Luna had been busy lately, meaning Twilight was the one sneaking around now. Luna’s tongue didn’t stop. As Twilight’s delicate opening began leaking juices the princess lapped them up. She was holding Twilight in place, not allowing the unicorn to step down from the bench. Her back legs were beginning to shake however. It was getting harder to stand up. With all of this attention, Twilight’s delicate bud began peeking from its hood. Luna’s tongue mercilessly drifted down to it and began flicking across it. Each time her pearl received stimulation Twilight twitched. She lifted one of her front hooves and bit onto it. Her face furiously blushed as she whined into her arm.

“You can whine as loud as you like.” Luna said with a smile, her face smeared with love juice. “No one will hear us.” The princess opened her mouth and latched onto Twilight’s pussy. She sucked and licked at her delicate insides. The more she did, the more Twilight whined. Her tail began to twitch as her hips were shaking. She was getting close. One of Luna’s hooves released Twilight’s hips and reached towards her lower lips. She began flicking Twilight’s clit while sucking. The unicorn couldn’t take it anymore. She began pushing her hips back onto Luna’s face and moaning into the air.

“Princess...I’m gonna...I’m gonna...I’m...gonna...AHHHHH!!!” Twilight shuddered helplessly as she squirted onto Luna’s face. She felt powerful jolts of pleasure rock her body as it felt like sparks danced across her lower lips. The princess happily drank up most of it as the excess splashed onto her face. The unicorn convulsed for several more moments, allowing pleasure to wash over her body. When Twilight finally finished she collapsed onto the bench, hanging on it like a used piece of laundry. Luna licked the rest of her juices off of her face.

“You’re so adorable.” Luna stated. “I love the way you squirm.” Luna grabbed Twilight again. She flipped her over and moved her bottom onto the bench and her back against the statue’s pedestal. She lifted one of Twilight’s legs and maneuvered her own pussy so that they would be against each other, skin to skin.

“Wait...I should please you first...” Twilight said. Luna grinned again.

“I’m sorry my dear, I’m in a hurry. Don’t worry; we’ll have plenty of time after the conference.” Luna began moving her hips back and forth, grinding their flesh together. Twilight reached back and grabbed the pedestal behind her. She was already sensitive from her first orgasm, this was just sweet torture. Twilight bit her lip, the stimulation almost too much for her. Luna was now blushing, feeling her own body beginning to heat up. As their juices mixed together both of them started to whine. In their pleasure, there was something they didn’t notice. A small red light began to flash on the statue behind them. It was almost like a heartbeat. As they cried out in pleasure cracks started to appear on the monument.

Twilight squealed against her teeth as another orgasm rocked her. Luna could feel her hot juices squirt against her own pussy. It only encouraged the alicorn. She began to grind their lower lips together harder. Twilight threw her head back and began moaning loudly. The stimulation was too much. Her body began contorting in many different directions, the feeling driving her insane. Luna threw her own head back as she felt a familiar build-up in her own body.

“Twilight! Oh Twilight!” The princess shouted. “I’m...I’m...ah...AHHH!!!” Luna screamed as her own fluids finally came squirting out.

“Princess....princess...PRINCESS!!!” Twilight screamed as she came yet again. Both of them grinded against each other manically as they spasmed in pleasure. Finally, they both collapsed, slipping onto the ground. After a few moments of catching their breath Luna turned over to Twilight and wrapped her into a tight hug.

“You’re so adorable.” The alicorn said, delicately kissing the unicorn’s forehead.

“I’m not as beautiful as you my princess.” Twilight said, wrapping her own hooves around Luna.

“I told you,” Luna said, smiling and nuzzling their noses together. “call me Luna.”

“Sorry...princess.” Twilight said, giving her own smile back. Luna made a fake displeased face and then brought their lips together. Both of them lay in the garden, sweaty and exhausted in moonlight. The lovers couldn’t be happier. Lost in the moment, neither of them noticed the statue, or rather the lack thereof.

~*~

Rainbow Dash cruised through the air effortlessly over Ponyville. After completing the training academy for the Wonderbolts she was on the official recruitment list. That was actually the first step in becoming part of the team. First, one completes the training academy, then they get on the recruitment list, then, once they are of age, they can tryout. Even then, once they get in it wasn’t an immediate thing. They start off as a trainee, then become a member and then must have yet another tryout to find out what position they would be in and where. There was more than one group of Wonderbolts, with the most prestigious being located in Canterlot. It was a hefty and long process, but Rainbow Dash was up for it. She darted around the obstacles in the sky like she thought a pro would, doing tricks, stunts and moving at speeds that would make asteroids falling to the earth jealous. Rainbow Dash often did this at night so there would be no distractions and the skies would be clear. After finally finishing, sweating and panting, she plopped onto a cloud and wiped her brow.

“Ah yeah!” The pegasus shouted. “I am awesome.”

“Eh...I’d call it average.” The pony’s head spun around, an instant angry look on her face.

“Who...!?” She cried. On a cloud near her, lounging on her back was a red pony. Calling her red however was a disservice to her. Her mane, coat and eyes were such a deep, bright color of red that she was almost blinding. She was a pegasus from what Rainbow Dash could see. She also had freckles on her face. Whoever she was, she was lounging on her back, her legs comfortably crossed. She was giving Rainbow Dash a rather disconcerting view of the parts between her legs. Rainbow Dash paused for a moment. The pony in front of her was so brightly red she didn’t believe it at first and thought her eyes were blurry or maybe she was just wearing something red. Nope, the pony was really that crimson.

“Who are you?” Rainbow Dash finally asked. The mare chuckled and motioned towards herself.

“They call me Fylo, and you?” She said.

“Rainbow Dash. You think that was average?” The headstrong pony asked.

“If you can even call it that.” She continued haughtily. “All you have is speed. You have no special form or style. In fact, your style is muddled by a few others without cohesion.”

“Is that so!?” Rainbow Dash asked, standing upright and putting her hooves on her hips.

“Your turn around the cloud was similar to the swarmer style, but the dive you took afterwards didn’t match. When you did that canopy roll it was similar to the counter-weight style but was sloppy by comparison of the great legends such as Cloud Charger. Finally, that dive you did started with a hairpin turn like a counter-hook, but you instead opted to perform a displacement roll, showing no symmetry or proper form and would no doubt make the legendary Thunder Crasher cringe.” Rainbow Dash had never felt so angry in her life. Not only did she criticize her best moves, but used the names of some of the most famous and legendary fliers of all time from centuries ago. The pegasus felt humiliated.

“You think you’re so hot!?” The pegasus shouted, sounding furious. “Why don’t you put your money where your mouth is?” Fylo abruptly lifted her eyebrow. The gaze in her crimson eyes was not only mysterious...but also incredibly unsettling. It was like a predator staring down at its prey. Rainbow Dash was too angry to back down now however.

“Oooooh? Are you challenging me?” The crimson mare began swinging one of her bottom hooves in the air.

“Absolutely! I’ll show you what speed really is! Let’s race!” The red mare spread her wings and casually floated over to Rainbow Dash’s cloud. She was still a few feet away, but somehow the rainbow pony could feel intense heat coming off of the pony. It was like her crimson body was on fire, burning the air around her.

“You want to race huh?” She said, flashing a sneaky smile. “Sounds fun, but I’m not just going to do it for free. Let’s make a bet.”

“Name it!” Rainbow Dash screamed.

“The loser has to do whatever the winner says, no matter what it is.” Those were steep odds, and they actually sounded like a bad idea, but the proud pegasus couldn’t back down now.

“Fine! You’re gonna look good carrying my stuff around for the next year!”

“Okay, so how about the first one to that cloud over there wins. The loser has to do whatever the winner says, deal?” Fylo stuck out her hoof. Rainbow Dash quickly shook it, but the moment she did she felt something like electricity shoot up her arm and into her head. The pegasus stumbled backwards.

“What the...?” She said.

“You okay? Suddenly feeling too sick to compete?” The crimson pony’s condescension was palpable.

“I’m fine!” Rainbow Dash bit back. She quickly shook it off and marched over to the edge of the cloud. She hunkered down and prepared to take off. Fylo casually trotted over and stood leisurely.

“You call it.” Fylo said.

“Fine, ready, set...GO!!” Rainbow Dash took off like a rocket. She wasn’t sure where her opponent was, but the pegasus didn’t see her pass by her. She sped towards the cloud as fast as she could. She could hear the wind whistle in her ear and her hair practically being torn out. About halfway there Rainbow Dash began to grin. She could neither hear nor see her opponent. Just like a hundred times before, she was going to win. When she was only a few feet away from the cloud however she got a rude surprise. There was a flash of light and Fylo was on the cloud, a few seconds before Rainbow Dash. The pegasus crashed into the large cloud and popped up, her mouth hanging open.

“What? How did you...you didn’t even...?” Fylo grinned widely. There a malevolence in her eyes now. A bright flash of light came out of the red pony’s head. A large horn then appeared on her forehead. Rainbow Dash went pale. “You’re...you’re...an alicorn.”

“Bingo.” Fylo said, grinning widely.

“You teleported! You cheated!” The alicorn reached up and flicked her ear back and forth.

“Did I? You never agreed that we had to fly to the cloud, only to get there.” Rainbow Dash twitched as her face hovered between anger and fear. She had been deceived.

“I’m not going to go along with this!” Rainbow Dash said. “You tricked me! I’m out of here!” The rainbow pony spread her wings to take off.

“Sit.” Fylo ordered. Abruptly Rainbow Dash’s wings folded and her set her hind quarters on the cloud.

“Wh...what?” The pegasus said weakly, now completely afraid.

“We had a deal Rainbow Dash, sealed with magic. I may have tricked you, but with magic I can’t lie. If I had truly cheated, the magic wouldn’t work.”

“You...you can’t control me...” The rainbow pony said weakly. It sounded more like a prayer than anything else.

“Oh no? Stick out your tongue.” Without her permission, Rainbow Dash’s tongue popped out of her mouth. Her eyes widened once she realized she was completely at the alicorn’s mercy...and she didn’t look as if she were going to be kind. “This was too easy. Ponies have gotten dumber over the years.” Fylo grinned, looking completely full of herself. “Let’s have some fun. Lift your arms up.” Rainbow Dash was forced to obey. Fylo cackled. “Dance around like a puppet.” With her tongue out and her arms up, Rainbow Dash did a little jig. The pegasus blushed in humiliation as she flailed helplessly. The alicorn laughed riotously, as if this was the funniest thing she had ever seen.

“Dance puppet! Dance!!” Rainbow Dash continued to flail around, as if she were on strings. Fylo wiped the tears from her eyes. “Oh, this was fun.” A new smirk came over her face, one that made Rainbow Dash’s stomach feel cold. “Pose for me. Spread your back legs for me and life up your tail.” The pegasus stood on all four legs and ensured that her back legs were open, all the while her tongue was still out. Fylo trotted over, gazing the pony up and down. Rainbow Dash could feel the heat she had from the alicorn earlier. It was like the pony had just come out of an oven.

“You smell nice.” Fylo said. “I love that sweaty, musky scent. You athletic types are always the same. You want to strut your stuff with those lean and muscular bodies. They’re so easy to trick...so easy to manipulate.” The alicorn marched around to Rainbow Dash’s behind. She leaned down and gazed right into the pegasi’s most intimate place. The rainbow pony could feel the powerful pony’s breath. It was boiling hot, just like her body around her. “They also have the tightest insides...” Rainbow Dash shivered. “Sit.” The rainbow pony instantly obeyed. The alicorn trotted back around her. She then began scooping and beating on the cloud, like it was snow. In a few moments she had built a chair, right in front of Rainbow Dash. She sat on her cloud throne, her head being supported by her hoof. She was like a regal queen, waiting to be entertained.

“You want to know something interesting about this magic spell?” Fylo asked. Rainbow Dash couldn’t respond, her tongue still hanging out of her mouth. “I’m not the one who invented it, but I am the one who perfected it. From what I could hear all these years, it has been banned by our ever-benevolent fun-killing rulers. Before I was so unceremoniously dealt with I figured out that I cannot order ponies to do things they don’t know how to do, for example...” Fylo stared directly into Rainbow Dash’s eyes. “Recite the poetry of Lady Lyrica Penwright.” The pegasus had heard that name back in school. She never paid attention to any of that stuff. In fact, she was barely awake through most of her school years. There was no way she would remember the writings of some pony that has been dead for hundreds of years, it was boring. The rainbow pony was silent. “See? Now how did I know you wouldn’t know that? Dumb jock.” Drool was beginning to come out of the pegasi’s mouth. Without her tongue in her mouth she couldn’t swallow. Fylo cackled like a mad-pony. She wiped her eyes again.

“Oh classic. Now, why am I telling you all this? You see, you female jock-types act like you don’t need anypony, but you have urges just like the rest of us. You act like you’re above your desires and the only thing you need are the thrills, however judging from how well you’ve controlled your emotions so far I’m willing to be you can’t control yourself. So if I were to ask you to masturbate, I’m willing to bet you know how.” Rainbow Dash’s eyes widened. “How about we see just how degenerate you are?” Fylo leaned back onto her cloud throne, smiling happily. “Rainbow Dash, pleasure yourself.” The pegasus attempted to fight it, but her hoof would not obey. Her arm reached in between her legs and began to rotate the pointy end of it around her slit. Fylo appeared immensely pleased with herself. “You dirty little pony! I knew you were slut underneath it all.” Rainbow Dash cried tears of shame as her hoof continued rotating around her lower parts. “You can’t tell me that’s all you do. Show me everything, go all-out.”

Rainbow Dash whined as her hoof stroked up and down her entrance. In order to get a better angle, the pegasus stuck her pelvis forward. She actively tried to stop it, but her body simply wouldn’t obey. Everything she had done in the quiet privacy of her own house, away from all prying eyes was now on display, as if it was a show. After a few moments of stimulation her pearl began to emerge from its hood. The moment it did, like she done countless times before, her arm went straight to it. She placed her hoof flat on it and began rotating it around. She felt the familiar pleasure sending sparks up her body. From the stimulation she was having from her button, juices were beginning to leak out of her folds. The pegasus, wanting to use both of her hooves, fell onto her back. Her legs were splayed to her audience as her other hoof came to her lips. While she was still rubbing her clit her other hoof began poking into her pussy. She started with small little movements. In and out she poked the edge of hoof, getting a little more of her juices on it each time she pushed it in. She went in as far as her hymen was and began pumping it back and forth with increasing force. The stimulation of her button picked up the pace. Her juices were now beginning to drip off her hoof and onto the cloud, being absorbed into it. The pegasus began moaning through her tongue. Her hips began to buck against her hand. She knew exactly how to get herself off and she was cruising to a great climax. Her movements were becoming frantic and her movements chaotic. Her hand was practically goring her pussy and her hand on her button was gyrating wildly. Only a few more strokes and she would be there. She could already feel the deep throbbing that went along with her orgasm. A few more...just a few...

“Stop.” Said an authoritarian voice. Rainbow Dash instantly obeyed, her hooves pulling away. The pegasus whined and still tried to buck her hips. It was useless however. She could still feel her insides throbbing and her lower lips burning, but without stimulation she couldn’t get through the peak. She whined and gazed at Fylo, a pleading look into her eyes. The alicorn merely cackled. “What’s-a-matter Dashie?” She asked as her lips puckered. “Did you want to come? Is the desire too much?” The pegasus squeezed her eyes shut in shame but nodded. She had to come. Her entire body was throbbing for it. Her juices were even now leaking onto the cloud without help.

The alicorn stood up from her throne and trotted over. She leaned down to Rainbow Dash’s folds. She grinned as she breathed her hot breath onto it. The pegasus twitched helplessly as the incredibly hot breath washed over her sensitive folds. The stimulation was almost enough...almost. She flirted with that peak again. She was so close and her body was begging. “Put your tongue back in.” Rainbow Dash gratefully did so. She quickly wet her dry tongue. “Want to see something cool?” The pegasus gave her a puzzle look. The alicorn reached forward and lightly touched the folds in front of her. Rainbow Dash shrieked. She arched her back and instantly fluids began squirted out of her. The moment the hoof met her skin an explosion of pleasure shot up her body. She flailed helplessly as she allowed herself to drown in pleasure. That was when she realized something terrible.

She wasn’t sated. It actually felt like she hadn’t climaxed at all. Her pussy still burned, her insides still throbbed and her body still screamed for release. Rainbow Dash actually started crying. The desire was way too powerful, but her body wouldn’t move. She couldn’t get the overwhelming desire to quite.

“Do you know what that was?” Fylo asked. “It’s a little something I developed in my spare time. I call it a false-orgasm. It’s a little spell I cast on myself oh so long ago. I can make you feel as if you had an orgasm, but not a real one. That means your desire is still there, cool huh?”

“Please...I can’t...I can’t take it anymore...” The pegasus whined.

“See? I knew you were a slut.” The alicorn said, grinning malevolently again. “Look at you, slobbering all over yourself. Why don’t you admit it? I’m not ordering, only asking.” The pegasus blushed and cried in shame. The throbbing inside her body refused to abate. It was as if something was keeping it going, even though she had stopped receiving stimulation. She could feel the powerful heat coming from the alicorn standing over her. With each wave of heat her body throbbed. It must have been that powerful heat...whatever it was.

“I’m...I’m...” The rainbow pony tried to say.

“Yes...?” Fylo asked, leaning her ear close.

“I’m...I’m a...slut...”

“What?”

“I’m...a slut.”

“A little louder.”

“I’m a slut!” Fylo cackled. “Of course you are. Have a reward.” Fylo touched her folds again. Rainbow screamed as she helplessly flailed again. She could feel pleasure rock her body as again fluids squirted out of her. The pleasure was great, but her body still screamed for more. Her body still burned and her insides still throbbed. Her frustration was beginning to completely consume her. She was actually beginning to drool on her own, even with her tongue in her mouth.

“Please! Please let me come! I can’t stand it! It’s too much!” Fylo only continued laughing. She seemed incredibly amused by all of this. The pegasus beneath her helplessly bucked her hips, desperately for a real release.

“I’ll only let you come under one condition.” The alicorn stated. She now had Rainbow Dash’s attention. “From now on, no matter what happens or what I tell you to do, you will obey me. You are my slave.”

“What!? I...I...I can’t...” Rainbow Dash tried to say. A slave? Her? There was no way she could do that! She was a high-flyer, a thrill-seeker, an awesome bad-ass! She wasn’t anypony’s slave!

“Sorry, wrong answer!” Fylo again touched her folds. Rainbow Dash screamed, helplessly shaking as another fake orgasm went through her. Foam was now coming out of her mouth as she could feel her brain turning to mush. The desire was greater than ever. She felt like she was literally losing her mind.

“No more...please...no more...” Rainbow Dash begged. “I can’t...take it anymore...I’m gonna...burst...” The alicorn only appeared even more amused.

“It’s very simple.” She said in a haughty voice. “All you have to do is agree. I can assure you that I will show you depths of pleasure and depravity that you can only dream of. If you release what you’ve built up now it will the most pleasurable thing you’ve ever gone through in your entire life...but it is only the tip of the iceberg. Obey me. Bend yourself to my will. Do as I command you, always. You will feel pleasure beyond your wildest imagination.” Rainbow Dash’s legs quivered and her juices continued to seep onto the cloud beneath her. Her entire body felt like it was on fire. She had never felt desire like this in her life. Tears streamed down her eyes as she felt something inside of her break. No more, she could take no more. The desire was far too much for her to take. It felt as if the wild spirit of hers...had been tamed.

“Yes.” Rainbow Dash said.

“I’m sorry?” Fylo asked, grinning wider than she had before. “Be more specific.”

“I...I will be your slave. I will do whatever you ask. Just please...please let me come! I can’t take it anymore.” Fylo laughed again, this time as if she had discovered something truly hilarious.

“I never get tired of that.” She said. “Are you ready to have your mind blown?” Rainbow Dash’s eyes lit up. She nodded furiously. She looked like she was ready to explode. The alicorn lifted one of her crimson hooves and then, ever so slowly began lowering it towards the pegasi’s nether regions. Rainbow Dash gulped and sweated as she saw it slowly approach. Fylo took great pleasure in watching the poor pony beneath her squirm helplessly. The alicorn’s hoof went into Rainbow Dash’s folds. The pegasus arched her back, feeling it coming. The dominant pony twisted her hoof.

Rainbow Dash screamed at the top of her lungs. Her entire body convulsed as if she were being electrocuted. Pleasure was dancing across her entire body, and it didn’t seem to take a moment’s rest. Juices gushed endlessly out of her folds. They flowed over the alicorn’s hoof and poured onto the cloud like a faucet. Fylo laughed yet again, seeing the rainbow pony flail helplessly in overwhelming pleasure. Stars exploded in the pegasi’s eyes as she finally received some long-awaited relief. For what seemed like hours she screamed as if she was being murdered, but she wasn’t in any pain, far from it. Finally however, the convulsions finally stopped and the pegasus collapsed. She continued to twitch a little as the sparks died down across her body. For a few moments, her vision was completely blurry. She didn’t even know where she was. Slowly however her sight cleared and feeling began to return to her limbs. When she lifted her head she discovered that something was in front of her. It was Fylo’s hoof, completely soaked in her fluids.

“You dirtied my hoof, clean it.” She ordered.

“I’m not going to...”

“Is a slave talking back to their mistress?” There was a scary look in Fylo’s eyes, one that made Rainbow Dash shiver. What had she gotten herself into? The pegasus didn’t want to follow through on her promise, but was afraid of Fylo. She was an alicorn, which means she could be as powerful as a god. What was she supposed to do? “The correct answer would be “yes mistress” in case you’re wondering.” The pegasus gulped. An evil smile began to creep across Fylo’s face. Her horn began to light up with magic.

“Yes mistress.” Rainbow Dash said quickly. The alicorn’s horn went dark. The mischievous smile returned and she pushed her hoof forward. With a shaking tongue, the rainbow pony leaned forward. She ever-so-gently began to lick her own juices off the alicorn. Her skin almost burned the smaller pony’s tongue. It was like trying to lick food that hadn’t had quite enough time to cool. The alicorn waited patiently as her new servant cleaned every bit of it, making a sour face the whole time. Soon however, she would gratefully do it. She would lick up every drop, thank her mistress for the meal and beg for more. It was only a matter of time. Fylo’s horn lit up and something appeared in front of Rainbow Dash. It appeared to be a dog’s color. The alicorn briefly put her horn against it and cast a spell over it.

“Put it on.” She ordered. Rainbow Dash gulped. She had no idea what it did, but it couldn’t be good. With shaking hooves, the pegasus reached forward and took the collar. She paused with the it in front of her face. The dog collar was a symbol of restraint. It was like if she put it on...she was officially under the alicorn’s control. “Are you defying your mistress?” Rainbow Dash cringed. She was pinned. She had no doubt that the agreement she made add an effect on the spell Fylo had cast earlier. Fylo could make her do anything...and she had agreed to be her slave. With the powerful magic of an alicorn, the spell and the agreement there was no telling what she could make her do. With shaking hooves and gritted teeth, Rainbow Dash wrapped the collar around her neck and secured it. Almost instantly, she felt like her head was filling up. She could feel a presence in her mind, as if it was lording over her.

“You...” Rainbow Dash said.

“You are mine now.” Fylo said gleefully. “You can’t escape me, no matter what you do. I’m in your head, no matter where you go. That collar can never come off...unless I want it to.” Rainbow Dash gulped. Fylo laughed yet again, this time truly sounding happy. “Hey, want to see something else really cool?” The pegasus didn’t want to answer that, but she felt that presence in her head push her to give an answer. She could resist it if she really tried, but this time the desire surprised her and she couldn’t control herself.

“Yes mistress.” She stated, instantly going rigid. The alicorn stood upright. Her two front hooves went in between her back legs. Her own nether regions had actually begun drooling on their own. She was apparently pleased at dominating Rainbow Dash. She kneaded at the flesh, completely puzzling the pegasus in front of her. That was when something happened that alarmed her new slave. Something grew from in between her legs. The alicorn’s hooves parted to reveal something that protrude to a huge length. It was a fully-erect male’s organ, huge and throbbing, as if waiting for action.

“You ready to continue?” Again, completely surprised by the urge that sprung up in her head, Rainbow Dash answered before she could stop herself.

“Yes mistress.” It was at that time that Rainbow Dash noticed the alicorn’s cutie mark. It was that of a whip. That probably would have been more convenient to notice at the beginning rather than now.

~*~

At Canterlot castle, quite abruptly, Princess Celestia gasped and sat up. She jerked her head left and right, as if trying to see if something was after her. It was still the dead of night, her sister’s domain. On top of that, she was alone in her bedroom. The alicorn reached up and held her head. She wasn’t sure why, but she suddenly felt a sense of dread in her sleep, as if something terrible was coming. The princess rattled her head back and forth, not understanding her own head. Maybe it was all just a bad dream. The princess stretched, yawned and laid back into her bed, settling back into sleep.

The Jock in the Clouds II

(A/N: They’re horses so their penises are larger. Just FYI.)

Rainbow Dash gulped as the new erection pointed to face. It was big, just as bright red as the rest of Fylo and throbbed. In truth, Rainbow Dash had never seen a real penis before, only in pictures. They didn’t seem this large in the depiction she saw. They looked to be maybe ten inches there; this was well over a foot.

“Well, do you like it?” Fylo inquired, flashing her evil smile.

“It..it’s...how...?” The rainbow pony was speechless.

“The way all of you use magic now is just so boring. You’ve forgotten the fun side of it.” Fylo pushed her erection forward, briefly rubbing the pegasi’s face with the head. Her victim simply scuttled backwards, trying to get away from it. “Afraid?”

“I...I...” The rainbow pony still couldn’t form words.

“Lick it.”

“What!?!?” Rainbow Dash looked absolutely shocked.

“Never done this before? It’s not that uncommon. Besides...are you defying me?” Rainbow Dash’s face fell. She felt that presence in her head motivating her. Listen. Obey. Enjoy. These urges were incredibly powerful...and Rainbow Dash was too exhausted to resist.

“No mistress.” She said, gazing down at the ground.

“Then hop to it.” Fylo shoved the erection forward again. The pegasus stared at it, marveling at it for a few more moments.

“H-How do I?” She asked.

“Start with the head. Lick around it, coating it in saliva.” With only a moment’s hesitation, the rainbow pony leaned forward and extended her tongue. She began swirling around the bulb on the end. The skin on the dick was even warmer than her hoof. She could feel the oppressive heat from it flowing over her face. The skin actually tasted salty and somewhat bitter...but something happened that Rainbow Dash didn’t expect. There was a sense of...satisfaction from doing this. It was like she was happy to do bring pleasure to Fylo. Was that from the collar...or something else? Fylo on the other hand was sighing in pleasure. She could feel the smooth inexperienced tongue stimulating the delicate glans of her shaft. She missed this feeling so much when she was sealed. The sensation of a new tongue on her dick was heaven.

“You’ll get better.” Fylo said, grinning down at her new slave. “Now start licking the rest of it.” Without hesitation this time, Rainbow Dash began licking down the shaft, all along the sides and on the top and bottom. The effect of which was her tongue coiling around the erection, determined to completely coat the protrusion in spit. Fylo shivered a little at feeling a small breeze go by. Her erection felt cold trough the saliva. She began to feel alive again, like she was finally getting all of the cobwebs out after being petrified for so long.

“Lower.” She ordered. This finally caused Rainbow Dash to pause. When she looked past the shaft and to the base she saw that the erection had actually grown out of where were the clit would be, yet leaving her pussy still intact. It was moist and inflamed, eager for attention. Apparently the alicorn wanted her to please them. The rainbow pony gulped, not sure that she wanted to go that far. All the same, Fylo didn’t look like she was backing down. “Well? I’m waiting.” The rainbow pony gulped before leaning forward. With the dick in her hair Rainbow Dash extended her tongue and began licking at the folds. Her movements were inexperienced, but Fylo seemed to respond anyway as juices began to seep out. When they dripped on the pegasi’s tongue she winced a little. It was hot too, almost unbearable. What was with Fylo and all the heat? It felt unnatural!

“Stick your tongue inside.” She ordered. Rainbow Dash screwed her eyes shut in dismay, but obeyed. Her muscle probed through the slit, eliciting more juices. “That’s it, drink it up.” The submissive pony snorted in displeasure, but didn’t dare rebel. She opened her mouth and began sucking at the slit. Fylo’s fluids filled her mouth. It was hot and somehow tangy. The pegasi’s nose was also flooded with her scent. It was making her incredibly dizzy, as if she was being hypnotized by it all. The bigger pony grabbed her slave’s head. She then began grinding her folds against her face, causing Rainbow Dash to squirm. She was mashing her face into the pussy and it against her nose. All the same, the pegasus didn’t fight. She could have. She could have just stood up, said no more and faced the consequences...but she didn’t. Instead she allowed her face to be used like a dildo, almost suffocating against it. It was like her will was being suppressed by this crimson pony. Finally, Rainbow Dash began to gag and gurgle. She was losing the fight for breath. Fylo giggled and released her. The rainbow pony collapsed onto the ground, coughing, gasping and spitting.

“You’re not trained enough yet.” Fylo remarked. “But you will be. Now, put your face on the clouds and stick your ass in the air.” Too disoriented to realize what she was asking, Rainbow Dash obeyed. When she stuck her hind quarters in the air it gave the alicorn a good view of her pussy. It was actually drooling again. She was liking it, whether she knew it or not. Fylo stepped over the rainbow pony’s body, her front hooves on either side of the pegasi’s stomach. It wasn’t until Rainbow Dash felt the head of her erection at her entrance that she realized what was happening. The pony jerked her head back, a shocked look on her face.

“No! Don’t! Not that!” She shouted. Fylo didn’t listen. She held the rainbow pony in place as she slowly thrust her hips forward. “No! Please! Wait! I...” The pegasus felt the shaft meet against her barrier. Rainbow Dash tried to struggle, but the alicorn was much stronger. With one final push, her hymen was broken. The rainbow pony screamed against her teeth as she felt pain inside of her. The crimson pony leaned down to the pegasi’s ear.

“Low tolerance for pain?” She asked.

“L-low!?” The rainbow pony asked.

“It was already loosened from before and filled with juices. I could have just jammed it in as hard as I could without any of that earlier attention. I was being kind.”

“It...it hurts.”

“Such a crybaby. We’ll have to fix that.” Fylo began drawing her erection back out. The rainbow pony winced.

“W-wait...what are you...?”

“It’ll stop hurting soon enough, trust me.” She continued pulling her shaft out until it was almost completely removed. She then shoved it back in. Rainbow Dash continued to wince in pain. The pain was pretty bad, but on top of that the sensation was unfamiliar. Fylo’s dick was incredibly hard and hot. It felt like it was setting her insides on fire. After a few thrusts the pain began to subside. Instead, a tingling began to set in on her folds. All the while, the alicorn was keeping a steady pace, not speeding up at all. When she began to feel juices flowing onto her erection however made her change things. She unexpected gave one powerful thrust. Rainbow Dash whined, suddenly feeling a rush of pleasure shoot up her body.

“See? Told you.” Fylo said, giggling. The rainbow pony’s face began to flush again as her body responded without her permission. Her first time having sex had been robbed from her by this crazed alicorn...and she was liking it. The alicorn began speeding up her thrusts, pumping her hips against the pegasus. Rainbow Dash was perfectly still, allowing herself to be used by Fylo. While the alicorn enjoyed this, it was only the beginning. Soon this little pony would know exactly how to please and would eagerly do it. The crimson pony licked her lips, looking forward to it. Now, with every thrust, the erection would come away with a little more juice on it. Rainbow Dash was beginning to flinch with every thrust. The tingling was becoming a small explosion of pleasure with every movement of the dick.

“You’re really drooling down there.” The rainbow pony blushed even deeper, this time in shame. She could feel the hard shaft rub against her insides with every movement. Every time the flesh grinded together it sent sparks across her body. The heat from the rod only made it worse. Its unnatural warmth added another sensation to feel. Every time their hips met with each other she could feel the pleasure reverberate to her head. What had started as terrible pain was now turning into knee-shaking pleasure.

Fylo could see that the pegasus was beginning to be overwhelmed. It was true what she had said before, athletic types were incredibly tight. It was probably due to all their added muscle strength. Right now, Rainbow Dash’s insides were coiling around her dick like a vice. Her juices only made it better. The alicorn grabbed the pegasi’s hips. She began doing what Rainbow Dash ought to. She moved the hips along with her own. It was giving her thrusts some added traction. The pegasus dug her hooves into the cloud and began moaning. With every pounding of the dick the head bumped against her cervix. Her body was doing what it was supposed to do, enjoying every moment of this. There was another torrent building inside of her. With every pump of her hot erection it felt like it left part of the heat behind. The warmth was building more and more, along with a powerful tingling that grew along with it.

“W-wait....it’s...please...I can’t...!!” Rainbow Dash whined. She wasn’t sure what she was supposed to feel. She had orgasmed before, but always by herself. She had never done it with something inside her. Not only that, but this felt incredibly powerful, more powerful than ever before. Fylo’s touch seemed to amplify any sensation she felt and now it was driving her insane.

“Go ahead.” The alicorn said, giggling. “Today I’ll let you indulge. Later, you have to earn it. Enjoy it while you can.” She began to change her angle as she thrust inside, covering even more of her inner flesh. With each thrust the torrent built up a little more, until finally, all at once, it was unleashed.

“Oh! Oh! OHHH!! AHHHHHH!!!!” Rainbow Dash shrieked. Yet again, powerful waves of pleasure ricocheted across her body. She shivered helplessly as her juices gushed like a faucet against the dick inside of her. Stars exploded in her eyes as she felt her spine go rigid. It was the second time in the same night that she had a mind-shattering orgasm. She then went limp, panting and twitching. Her mind felt like it was complete mush. This alicorn was driving her insane...and it was about to get worse.

“Exhausted already?” Fylo asked. “Well I’m not.” The crimson pony picked up her limp hips. Her erection was still inside of Rainbow Dash, and was now completely drenched. The rainbow pony tried to complain, but was too weak to fight it.

“No more...please...” She whined.

“How selfish. I’m going to have to beat that out of you.” Fylo, now at a better angle, began thrusting quickly and roughly. Juices squirted out of the folds with each and every movement as they overflowed. The rainbow pony’s mouth hung open, whining and panting. Her insides were incredibly sensitive and every single grinding of the flesh sent overstimulation to her brain. It was like somepony was torturing her with pleasure. The alicorn meanwhile felt her shaft in a slick vice, enjoying every single thrust she made. The weakened whines from the pony beneath her only led her on. Every thrust into the burning and wet pussy pushed her to her own edge. After all these countless years cast in stone it was finally going to burst through. Just like a male she could feel a tingling in her lower legs. Her dick also began to swell as she felt the volcano inside of her about to erupt. The pleasure exploded from her crotch and flowed through her body. Her hips thrust by themselves as she threw her head back felt her erection erupt inside the pony.

“Ohhhhh yessss!!!!” She hissed.

“No...please...no more...I...I...” Rainbow Dash was cut off. She felt a torrent of what was like lava gushing inside of her. Her eyes nearly bulged out of her head as the new sensation abruptly pushed her over the edge again. She made no noise as her body convulsed rather than twitched. Her mouth merely hung open as her pussy squirted weakly. Pleasure shot through her weak body. Her vision was beginning to narrow as she was approaching passing out. Fylo also shook and shuddered, moaning pleasurably. She continued pumping her erection into her slave as she gushed her seed inside. With each squirt a streak of pleasure went through her legs and shot up her spine. It seemed as if it would never end. After a few moments her semen began to leak out around her dick, overflowing the pussy it was inside. Finally however, the erection seemed to run out. Fylo sighed in satisfaction as she basked in her afterglow and the tingling in her legs died down. After a few moments of enjoying the residual twitching she pulled her shaft free. Rainbow Dash flopped onto the cloud, her mouth still agape. A mix of her fluids and semen flowed out of her like a river.

“Oh I missed that so much...” Fylo said, sounding delighted. “I hated being a statue.” Her victim was limp, her ass still sticking up and her tail hanging to the side. It gave the alicorn a very licentious view, particularly of the pegasi’s anus. It was completely untrained, but the image was little too sweet to pass up. Fylo licked her lips and began stroking her erection again. Since it was magic, it went back up quite quickly. The rainbow pony was too stunned to realize what was happening. The alicorn lifted up her behind and spread her ass cheeks apart. She positioned her dick at the tightly puckered hole. Fortunately her pole was incredibly slick from the pegasi’s juices. With only a little coaxing, the head poked inside. Rainbow Dash instantly screamed, suddenly coming out of her near-coma. She tried to scramble away, but all her strength was gone. Despite the fact that the submissive pony was struggling, the alicorn shoved her shaft forward all the way to the hilt. Rainbow Dash turned her head again, her eyes bulging out of her head.

“Wh-what are you...?” She asked, her voice very weak.

“Don’t like it, don’t stick your ass in the air.” Fylo stated. She slowly began bringing her dick back out. The rainbow pony could only feel pain as the shaft began its movements. It was like she was being stabbed and burned back there. The alicorn however was enjoying it thoroughly. Every time her crown pierced the tight sphincter she felt a pleasant tightening. The inside of her was also hot and soft. The stimulation to the sensitive head of the dick felt amazing to the alicorn, alternating between tightness and softness. The rainbow pony was screaming against her teeth, feeling nothing but pain. She continued to try and kick ineffectually to make it stop.

“You know,” Fylo whispered into her ear. “If you relax it wouldn’t hurt.”

“I...I can’t...it...it hurts...” Rainbow Dash said, tears streaming down her face. Fylo sighed.

“So much work to do.” She stated. “Fine, I will help you...just this once.” Her horn lit up and a beam of magic struck the pegasi’s body. Almost instantly, she could feel her muscles all over her body relax, including her ass. “Grrrr, it’s loose now. Guess we’ll have to make up for it.” The alicorn lowered her hips so she could thrust better. She began pounding their hips together again, a wet noise issuing out each time the dick pierced into the slave. The pain instantly dissolved for the pegasus. Instead the sphincter began to feel hot and tingly. The rainbow pony couldn’t believe it. It was actually starting to feel good. She could feel the warmth spreading inside of her stomach, and start to reach the rest of her body. She felt the heat radiate to her head, making her brain numb. The alicorn didn’t let up, using her asshole like it was nothing more than a hole to screw. She began to feel something drip on her legs. Rainbow Dash’s folds were drooling yet again. For being such a virgin she sure was like a sponge, squeeze her a little and she flooded everywhere. Fylo leaned over her body, reaching one of her arms in between the rainbow pony’s legs. Without warning she shoved her hoof into the pegasi’s folds. Rainbow Dash squealed, feeling pleasure beginning to rip through her again. How much more could she take!? It was driving her insane. The crimson pony was moving her hoof and her dick took at opposite intervals. When her erection would shove inside of her ass her hoof would pull out. When her shaft pulled out the hoof shoved inside her folds. It was like a constant stream of pleasure, never stopping for even a second. Rainbow Dash was exhausted, used and completely limp...but even so she could feel a climax approaching again. The rainbow pony knew she didn’t have the energy for it, but couldn’t fight it. With one final shove of the rod inside of her Rainbow Dash let out a long whine that was meant to be a scream. Even though she was almost completely empty, a small amount of fluid dribbled down Fylo’s hoof. Despite the fact that her muscles were limp they start twitching during the orgasm. She could feel the sphincter tighten around her as she pounded into the pony.

“Soooo...tight...” She said through her teeth. With one final push she felt her lower body tingle and her dick swell. She then unleashed another torrent of semen. As powerful as the last, each gush unleashed a torrent into the submissive pony. It pooled inside of the rainbow pony, filling up her insides. After several moments of bliss for Fylo the orgasm finally stopped. She dropped Rainbow Dash, who flopped onto the cloud and lay like dead weight. The semen squirted out of her anus like a fountain for a few moments after that. The alicorn sighed with satisfaction. “What a good workout.” She then grinned and pushed her dick into the rainbow pony’s face. “Why don’t you clean it up?” There was no response. “Hey!” She poked into the face a few times. “Oh, she passed out. Isn’t that just like a virgin.” The alicorn stretched her body and her wings a few moments before muttering a few magic words. Her huge erection quickly receded back into her body, like it had never been there.

Fylo yawned and walked to the edge of the cloud. Day was now breaking and it was shining on the ground beneath it.

“Oh there’s a town down there!” The alicorn said, sounding surprised. She hadn’t even looked down before now. She had just followed the smell of sweaty pony before. She sat on the edge of cloud and decided to watch while her slave slept it off. She was such a lightweight. As the sun rose ponies began to emerge out of their homes for work. The first ones were the ponies that baked things. Fylo noticed that they all went to the same place, a warehouse. They entered with bits and exited with bags of flower. This was a small town so this was probably the only place where they stored it. The alicorn flicked her tail back and forth as she thought to herself. “Hmm...interesting...”

Finally, when the sun had fully emerged from the horizon, ponies began buzzing around the place. Little foals were running off to school, adults were going to work and the farmers were beginning to till their fields. It was a quaint little place, with beautiful scenery, hard-working ponies, good folks and a pleasant environment.

“Boring.” Fylo said, giving her expert assessment. “This is worse than Canterlot all those years ago. I’m going to have to liven things up.” Just at that moment however she heard some loud shouts underneath the cloud. She gazed down to see five female ponies, all walking along. A pink one was bouncing along with them, shouting excitedly.

“I’m so excited! So, so excited!!” The hyper earth pony stated.

“We know Pinkie Pie.” Said a lavender unicorn with a yawn. The alicorn recognized her as one of the two ponies that accidentally released her. She was going to have to thank her for that.

“You alright Twilight?” An orange earth pony with a Stetson asked. “You seem so tired lately, are you staying up late at night?”

“Wh-what?” Twilight asked nervously. “Of...of course I’m not! Don’t be silly Applejack!” The country pony only looked more suspicious.

“Oh enough of that!” Said a white unicorn with a very fancy haircut. “Why did Rainbow Dash have to have us wake up so early for, some stupid trick? I need my beauty sleep!”

“This is you on a bad day Rarity?” Applejack asked, looking confused. She couldn’t seem to tell the difference.

“Of course! Look at my hair, it’s lost its’ fabulosity!”

“It’s what now?”

“I hope she doesn’t do anything too dangerous.” The final pony said, she was a yellow pegasus.

“It’s Rainbow Dash, you can guarantee it is Fluttershy.”

“Twilight, Rarity, Applejack, Pinkie Pie and Fluttershy.” Fylo said. She licked her lips. “How young and pretty...and they’re friends with my slave. This will be interesting.”

“Do you see her up there?” Twilight asked, gazing around. “She said that she’d be waiting for us.” All the ponies looked at the clouds. Applejack squinted at one.

“I think I see something red up there.” She said. All the other ponies turned.

“Where, where!?” Pinkie shouted, happily.

“That one. It’s gone now, but it was there.”

“Fluttershy, go check.” Twilight said. The yellow pegasus floated gingerly up to the cloud. She came back just as quickly.

“I didn’t see anything up there.” She stated. “But the cloud does smell funny for some reason.”

~*~

When Rainbow Dash woke up she felt incredibly exhausted. She was also in an odd position. Her arms were above her head. She opened her eyes and looked around. She was in her house and it was daylight. She tried to move, but found that she couldn’t. She gazed up and saw that her front hooves were tied together and she was dangling from the ceiling. She gazed down and saw that her back hooves were also bound together. Even her wings were tied together, disabling their functionality. It took her a moment to remember what was going on. She recalled Fylo and the mind-shattering orgasms that were wrought upon her. She instantly began blushing and struggling. She was still at the alicorn’s mercy like this...and that mercy was not great.

“Well, well, well.” Said a familiar voice behind her. Rainbow Dash went stiff. Fylo circled her victim. She was wearing clothes now...if one could call them that. It was made of leather and was held together with laced strings. She was also wearing fishnet stockings. Most disturbing though was what she was carrying. It was a whip. The rainbow pony gulped, feeling more nervous than ever. “It looks as if you’re awake.”

“Please...don’t...” The pegasus pleaded.

“Are you talking back to your mistress?” Fylo asked, her usual disturbing grin on her face. Rainbow Dash was instantly silenced. She wanted to get out of this, but knew there was no escape. “Now then, that is a lovely cutie mark you have. You got it while flying no doubt?”

“Y-Yes mistress.” This time Rainbow Dash said it on purpose. She didn’t want to risk angering the alicorn.

“How exactly? Doing something thrilling? Mind-blowing?” Fylo asked. Rainbow Dash looked surprised. “Dead-on aren’t I? I know how ponies work and I’m never wrong. In hundreds of years I’ve seen literally thousands of you. You’re a jock, a thrill-seeker, an adrenaline junkie. That’s what your cutie mark is. It isn’t about flying, it’s about the excitement, the thrill. You just happened to be flying. What you may not know is that there are other ways to achieve a high like that without competing.”

“L-L-Like what mistress?” Rainbow Dash asked apprehensively.

“Last night. Are you telling me you didn’t enjoy it? Did it not blow your mind? Was it like nothing you’ve ever felt before?” The rainbow pony bit her lip. She didn’t want to answer, but her blushing face and nervous expression gave her away. “That was the tip of the iceberg. Since you’re my slave and I’m SUCH a kind mistress, I’m going to show you every thrill and every peak. Are you ready?”

“P...P...Please mistress...please. I don’t...” Fylo grinned ear to ear. She raised her whip and slung it around. With a loud crack it went across the bound pony’s body. Rainbow Dash shrieked and jolted around, feeling a stinging pain go across her body. She whined through her teeth, feeling the pain fade. Fylo lifted the whip and licked it, as if she could taste the pegasus on it.

“There’s nothing quite like that lovely sound.” She said as if it were dreamy. Rainbow Dash however appeared quite terrified.

“Please...don’t...” She whined.

“Are you still on about that? Why not just be quiet and enjoy it?” Fylo lifted her whip again. She lashed it out. Rainbow Dash shrieked again, the pain shooting across her body. The alicorn didn’t stop. She whipped again and again. Welts began to appear all over the rainbow pony’s body as Fylo had her fun. Her skin where she was hit began to throb in pain as welts were built upon welts. Finally Fylo stopped. She sighed with contentment.

“There’s nothing quite like a good workout.” She said as if she were in a whimsical place. The rainbow pony however was crying. She was also panting from all her screaming.

“No more...please no more...stop...” Rainbow Dash begged.

“Really? Are you sure you’re not enjoying it?” The crimson pony asked.

“What...I’m not...” The alicorn walked forward. She shoved her hoof between Rainbow Dash’s legs, causing the pegasus to tense up. The crimson pony merely lifted her hoof up to her slave’s face.

“Then why are you wet?” She asked.

“Wh-What...?” Rainbow Dash sounded genuinely shocked. Sure enough, Fylo’s hoof was wet with juices.

“You see? You want thrills. You want adrenaline. It doesn’t matter where it comes from.”

“But...but...I...” The alicorn however bounced backwards. She lifted her whip and went to swinging again. Rainbow Dash twisted and contorted, screaming in pain with each and every lash. After several strikes it was impossible to avoid. Her folds were beginning to burn. Fluids were leaking and her lower lips were becoming engorged. It was responding with each strike of the whip. The more juices dripped down the pegasi’s bound legs the more encouragement the alicorn received. The rainbow pony never stopped screaming however. Every shot of pain lead her to contort and thrash violently. Finally, the stimulation was becoming too much. Her button began to peek out from its hood on her pussy. Fylo licked her lips. It was time to test just how good her aim still was. She reared the whip back and slung the whip forward. With the precision of an expert the lash found its mark. The very tip of it of it whipped across the bud, sending an unbelievable amount of sensation across the rainbow pony’s body.

It was a surge of both pain and pleasure. Her brain received an overload of sensation. In an instant, she came. The alicorn continued to whip her constantly throughout it. The pain and pleasure mixed together as her juices gushed out of her once more. It was too much and overwhelmed the pony. Stars exploded in her eyes as the pain and pleasure danced across her body. She screamed throughout the entire experience. Her eyes bulged as she was helplessly tortured by all the sensation. It seemed like forever before she finally slouched, her entire body spent.

‘I give up.’ She thought, sweat pouring off her body as her welts throbbed. ‘It’s too much...it feels...so good. Everything she does drives me crazy. Even the pain feels good. I...I don’t want to fight it anymore...’ Fylo’s horn lit up. The ropes came loose and Rainbow Dash flopped onto the ground. She lifted her head up, dazed. That was insane. How did the alicorn do that? Fylo reached out and gently lifted the pegasi’s face. Her touch still burned, as if her skin were on fire.

“Did you like that?” She asked.

“How did you do that...mistress?” Rainbow Dash now needed no coaxing. She wanted more of the pleasure now. She wanted her mind to be blown, her body to flail and the climaxes to be long. There was no use in fighting it anymore.

“Years of practice, plus I know your type.” Fylo explained. “This is only the beginning however. There is more...much, much more.”

“There is?” The pegasus asked, now sounding excited.

“I spent my entire life developing these skills. Watching ponies shake helplessly and break under my techniques is my ultimate pleasure. In all that time however I developed an ultimate technique.”

“Ultimate?”

“Try to imagine the greatest mind-shattering pleasure you could ever have. Multiply that by a hundred and extend it for hours. That’s what I can do to you. Your mind will be completely blown, you will have orgasms during orgasms and you will experience the greatest high of your life.” Rainbow Dash was now beginning to feel desire. The pleasure she felt before sounded like a weak dream next to what the alicorn was describing.

“Mistress...can I...?” She began to say.

“Only my most devout slaves can take it.” Fylo said, grinning. “I tried using it on ponies who weren’t ready and they were turned into slobbering, crazed beasts. It caused some ruckus, got me in trouble, turned into stone...whole other story. Regardless, the only way I’ll use it is if you’re truly ready. You must increase your pleasure threshold bit by bit. You must surrender your will to me and allow me to mold you for it. Are you prepared not only to be a slave in name...but in reality?”

“Yes mistress.”

“You will do whatever I say, no matter what I ask?”

“Yes mistress.” After the final statement, Fylo smiled. She could see the eagerness in the pony’s eyes and the fire in her spirit diminishing. She was allowing herself to be controlled, tamed and defeated. This was the moment Fylo loved, when her victim was finally giving in, when a pony had truly let themselves become enslaved. It was so...beautiful. She was willing to bet Rainbow Dash had never been so beautiful in her life. All while on her knees, sweaty and covered in welts.

“Good.” Fylo said. “Do you want to see something cool?”

“Yes mistress.” Rainbow Dash didn’t hesitate with her answer. The alicorn’s horn lit up. Several small objects appeared in the air. The pegasus recognized them as piercings. There were studs, chains, rings and barbells. They floated in front of the pegasus in a large circle.

“Are you ready for your mistress to mark you?”

“Yes mistress.” The pegasi’s eagerness excited the alicorn. It was only a matter of time now.

“Stick out your tongue.” The rainbow pony obeyed. She stuck out her tongue as far as it would go. The piercing were magic, they would not get infected, they would heal almost instantly...and they would never come out. Rainbow Dash squeezed her eyes shut as she felt something metal touched the center of her tongue. There was then a click and a pang of pain. Rainbow dash winced for several moments before senses came back to her.

“Well, how do you like it?” Fylo asked. The pegasus retracted her tongue and felt it around her mouth. There was a barbell in her tongue now. It felt odd, but not entirely unpleasant.

“I love it mistress.” Rainbow Dash said, sounding like she had a slight lisp. It was going to take time to adjust.

“What about the others?” Fylo asked, leading her.

“Put them on me mistress. Mark me.”

“Stick out your lip.” She obeyed. With another click and a brief pain there was now a ring on her bottom lip. She gave it a few experimental licks. “Nose.” A ring was put in one of her nostrils. “Ear.” There was a ring on one of her ears. The alicorn took the tiny chain she had and connected it from the nose ring to the one in her ear. Fylo grinned, now looking incredibly pleased. The rainbow pony was caving quite nicely. “Roll over.” The pony obeyed. She lifted two of the barbells, and aimed them at her nipples. The rainbow pony whined a little as the piercing dug into her delicate flesh, but in the end did not resist as her body was modified. Fylo moved down her body and hovered over her delicate lower lips. She gazed up at Rainbow Dash who actually appeared excited. “Are you ready?”

“Yes mistress.” The pony replied. The alicorn took one of the rings and brought it to her slave’s pussy. She pulled the sheathe and moved her clit. She took the ring and hooked it under the hood. With a click it was in place. Rainbow Dash shrieked and twitched violently. It was incredibly painful and continued for several moments before fading. Fylo grinned widely.

“How do you feel?” The alicorn asked.

“I...I don’t know...” Rainbow Dash said, abruptly covering herself. “I feel...odd mistress. As if I’m exposed and out the open...”

“The piercings are enchanted.” Fylo announced. “You are now an exhibitionist.”

“What is that mistress?”

“You are aroused by being exposed.” The alicorn spread the pegasi’s bottom legs. Her slave whined and squirmed, abruptly feeling very naked and uncomfortable. Even so, her pussy began to become moist. “See?”

“Yes mistress. Thank you mistress...” Rainbow Dash said, partially covering her face and blushing. More piercings then appeared in the air around them.

“Do you want more fetishes?”

“Yes mistress.”

“Good. Because soon we will show your work to your friends.”

“Friends?” Rainbow Dash went a little pale at that.

“Pinkie Pie, Rarity, Applejack, Fluttershy and Twilight. Don’t you want them to feel the pleasure that you do? Not doing so would be selfish, wouldn’t it?” The rainbow pony paused, fidgeted a moment and seemed to think. Finally however she turned to the alicorn.

“Yes mistress.”

The Jock in the Clouds III

It was a simple trot through town to a few stores. It was a walk that Rainbow Dash had done a million times before...except all the times before she wasn't a pin cushion. Those who spotted her instantly dropped their jaws. Her sudden change was impossible not to notice. Apart from the ones Fylo had given her before, she now had rings pierced on both of her sides in two rows and a ribbon laced between them. No pony had ever appeared like that in Ponyville in...well, ever. Rainbow Dash could feel her face burn as all the eyes of the town drilled holes into her. It also didn't help that being exposed excited her. She tried her hardest to ignore the growing desire in her body as all the ponies looked at her new, shocking appearance. She quickly walked into one of the bakeries in town. She had been given an odd task by her mistress. She had to attain three items without becoming aroused. She thought this would be easy until everypony started staring at her. When she entered the store it didn't get any better. The stallion behind the counter turned to her with a smile on his face.

“Welcom to...oh my god!!” He appeared completely dumbfounded. Rainbow Dash could feel her body beginning to heat up as the blushing was spreading to her entire head.

“A loaf of b-b-b-b-bread please.” The rainbow pony said quickly, laying bits on the table. Her voice was still being affected by the piercing in her tongue. She was still adjusting to it, not to mention the fact that she had never been this nervous in her whole life.

“What...what happened to...?” The stallion tried to say. He, like all the other ponies, were completely flabbergasted. The pegasus before him, up until this point, had a very simple and tomboyish look. To suddenly change so drastically and so...grotesquely...was shocking to say the least.

“Just...just give me the bread please...” The rainbow pony begged. She bit her lip and the ring on it, trying to fight back the growing heat that was building in her loins.

'Stop looking...please stop looking...' She thought desperately, hoping that her prayer would work. The baker did stare for several more moments, before turning his body and grabbing what she asked for. He kept his gaze on her however, much to Rainbow Dash's dismay. The moment he handed her the food however she turned and bolted. She was so flustered however she tripped. In a terrifying moment, Rainbow Dash fell head-first onto the ground with her rump in the air. The pony felt her loins hit the cold air as her tail swished out of the way. The rainbow pony felt a wave of desire sweep over her as she knew that she was exposed. She made a shriek, regained her balance and tore out of the bakery. She took off into the air and zipped into the sky. The baker however had his mouth wide open and his eyes as wide as they could go. Did he just see what he thought he did? It was red, inflamed, glistening and...capped with a metal ring.

“Was that...what I think it was?” He asked, completely stunned.

~*~

Rainbow Dash was required to walk to the other two stores, as dictated by her mistress. Each time something similar happened. This time however, she stayed on her feet. She thanked the heavens that she didn't run into any of her friends. All she had to get was a loaf of bread, a cupcake and a cookie, all from different places. After getting all of the items however her body was hot and there was a dripping from in between her legs. She had failed part of her task...and knew there would be consequences.

The pegasus arrived back at her house with the three items in hand. She couldn't help but feel excited as she trotted inside. Her breath quickened and her face blushed at the very thought. In the very center of the room on the second floor sat her mistress. She had already made a throne out of clouds for herself. She sat on it casually, but at the same time in a very distinguished manner, almost like a queen. She appeared to have been thinking, but the moment Rainbow Dash walked inside she grinned. She was still wearing her leather outfit and fishnet stockings. She excitedly leaned forward and chuckled.

“Put them down there.” She instructed, pointing to a table. The rainbow pony quickly obeyed before trotting back in front of her mistress. “Do I smell what I think I do?” The pegasus blushed, knowing what she meant. “Turn around.” She obeyed. “Now lift up your tail.” The rainbow tail slowly lifted, twitching along the way. As soon as the tail was clear it was apparent. Her pussy was swollen and dripping. “Didn't I tell you to contain yourself?”

“Yes mistress.” Rainbow Dash whined.

“Did you?”

“No mistress.”

“Then shouldn't you just come clean?” Fylo had a wicked grin again, as if she were immensely enjoying herself.

“Yes mistress...” Rainbow Dash blushed furiously at what she was about to say. She was being humiliated...but at the same time it was making her more horny than ever. “I have been a bad girl and disobeyed my mistress. Please, punish me.” Fylo cackled, deeply pleased.

“I'm glad you've come clean. Now, come here.” The rainbow pony obeyed and approached her mistress. The alicorn grabbed her and laid her across her lap. Rainbow Dash appeared confused as to what was happening. “You've been a bad pony and it's time for your punishment.” Fylo raised up her arm and, with savage roughness, slapped it across her slave's hind quarters. Rainbow Dash shrieked at the sudden stinging pain. The crimson pony didn't stop however, she continued to crack against the pony's butt cheeks, over and over. The more the rainbow pony cried out, the more she felt her folds burn. The stinging pain on her ass only turned her on more. After only a few whacks the screams the pegasus was issuing were sounding less and less like pain and more like pleasure. She whined each time the pain ripped through her backside. Abruptly however, Fylo stopped.

“There, you've been punished.” She said. Rainbow Dash whined and stuck her ass into the air. It was red, throbbed and was covered in marks but she wanted more. “What is it? I won't know if you don't ask me.” Rainbow Dash bit her lip, relishing the humiliation.

“Please mistress...” She finally said. “Punish me more! I've been a bad pony!” Fylo giggled.

“You better thank me then.” Fylo's hoof cracked against the rainbow pony's butt cheeks again. She cried out, feeling her folds beginning to drool from the stimulation.

“Thank you!” She whined. Fylo hit her again. The sharp slapping noise echoed across the house as the screams of the submissive pony turned into pleasurable moaning. “Thank you!” Again and again Fylo struck the pony, each time being thanked for it. Juices were now constantly dripping out of Rainbow Dash's pussy. She could feel the burning in her lower lips spreading and a release building. It didn't even matter if they were being touched, she was relishing the pain and submission. With a powerful thwack Rainbow Dash's mouth hang open as she felt her pleasure cresting.

“Thank you!!!” She shouted. There was another hit. She was almost at her limit. “Thank you!!!!!!!” With one final, mighty crack her body exploded with pleasure. “THANK YOU!!!!!!” She screamed at the top of her lungs as fluids gushed out of her folds. Fylo continued slapping her ass throughout her orgasm. The rainbow pony could feel pain and pleasure shoot through her body and mixed together for an incredible sensation. Her body trembled at both the pleasure and with each strike to her body. After several powerful gushes from her folds she finally slumped on her mistress's lap. Her ass was completely red and covered with welts. Fylo only laughed.

“Getting off from being spanked? What a naughty little slut you are!” She declared. “I knew that fetish was good idea.” Fylo's horn lit up and a new piercing appeared. “Turn over.” With much effort, Rainbow Dash obeyed, now having her stomach on display to her mistress. Despite what had just happened, she still blushed at being exposed like this. Fylo hovered the piercing in front of her slave's face. “This is something knew I've been working on.” She said with a smile.

“What does it do mistress?” Rainbow Dash asked.

“Not entirely sure.” Fylo replied. “I do most things through trial and error. Want to see how it works?” The rainbow pony gulped nervously. She didn't like the sound of that. “Are you going to say “no” to your mistress.”

“No mistress! I would love to have it! Please!” Rainbow Dash almost sounded desperate. A sudden fear popped up inside of her. Just the idea that Fylo would be displeased terrified her. She wasn't sure if it was the collar or her...but she was beyond trying to fight it. The alicorn grinned as she brought it towards the pegasi's navel. Rainbow Dash cringed as she felt the cold metal of the piercing and then a familiar click. A stinging pain went through her stomach briefly before subsiding. The rainbow pony peeled her eyes open, looking around. She didn't feel any different.

“Anything?” The alicorn asked.

“Nothing mistress.” She said.

“That was a killjoy.” Rainbow Dash turned her head to the floor. Her eyes fell on one of Fylo's hooves. She could feel her vision narrow as she stared at it. It was so pretty, so symmetrical and the perfect color. In that moment, her hoof was the most beautiful thing the rainbow pony had ever seen. She quickly rolled off her mistress and leaned over to the hoof. She instantly began licking it, relishing the taste, heat and texture of it. She loved that hoof. “Huh? Oh, look at that! Hoof fetish! Duly noted.” Rainbow Dash didn't stop however. She continued running her tongue all over the hoof. She was also rubbing it against her face and she was stroking it gently with her own hooves. It was like she was worshiping it. Fylo only giggled as she allowed the pegasus to go to town on her hoof.

“Mistress...” Rainbow Dash begged, gazing up and having a very pleading expression. “Please...let me use this hoof!”

“Oh? This I gotta to see. Go ahead.” The alicorn stuck her hoof out straight. Much to her delight, Rainbow Dash laid on her back, grabbed the hoof and guided it to her pussy, which was already dripping again. Because of all the juices it slid in very easily. Rainbow Dash instantly whined. She felt great satisfaction in having one of her mistress's glorious and beautiful hooves inside of her. Just the thought of that was bringing her joy. She began grinding her hips back and forth, feeling the hoof rubbing her delicate inner flesh. Fylo watched on with eager eyes. She was always excited to see something new in her favorite hobby. The rainbow pony beneath her panted and whined as she felt the hoof pump inside of her. It was a different feeling from her mistress's dick. It was harder, more solid and rubbed her insides much rougher. The heat was present and seemed to rub off onto Rainbow Dash. Fylo could feel juices beginning to drip off her hoof as the rainbow pony gripped her leg and was beginning to use it like a dildo.

Fylo got a little bored as her slave continued pumping her hoof into her folds. Her horn lit up and brought the food products that were still there to her. She a bite of each of them, chewing and tasting them.

'They taste the same.' She noted. 'At least the base does. All three of these places were on opposite sides of the town but still use the same flour. How interesting...' The rainbow pony on the floor was beginning to buck her hips wildly, her pleasure beginning to peak yet again. To amuse herself, Fylo began rotating her hoof around. It added a new angle to the friction inside of the pegasus and she quickly felt her body wracked with pleasure. She cried out to the ceiling as her juices gushed around Fylo's hoof. Her arched repeatedly with every squirt and her eyes rolled inside of her head. Even her wings spread to their widest span and shook with the rest of her body. She bathed in her ecstasy, easily getting lost in it. 'This one's already broken.' Fylo thought, grinning yet again. 'Time to find a new toy.' When the rainbow pony slumped onto the ground Fylo removed her hoof from the wet vice and held it up.

“You dirtied my hoof.” Fylo stated. Rainbow Dash's head snapped up when she heard that. “Clean it.”

“Yes mistress!” Rainbow Dash said. She instantly leaped up and began licking it clean. She even put it into her mouth and sucked on it. She didn't seem to mind that it was her own juices she was drinking.

“The warehouse in town,” Fylo began. “is that the only place where ponies can get flour?” The rainbow pony paused before lifting her mouth off the hoof.

“I think so mistress.” She replied. “The Apple Family grows their own wheat, but I think they only use it for themselves.”

“Good to know.” A malicious smile covered Fylo's face. Her red eyes seemed to glow as if they were on fire. “I think it's time we paint this town red, don't you think?” That was when there was a noise that made Rainbow Dash's spine go rigid. It was the sound of somepony knocking at the door. Fylo lifted up her nose and took a powerful whiff. "Oh, it's the shy one. Fluttershy I believe."

"Fluttershy?" Rainbow Dash asked nervously.

"She just volunteered." Fylo grinned malevolently. "Listen to me carefully."

Fluttershy knocked at the door again. She had been standing in front of the house for a few minutes now. She had a worried look on her face. She had heard rumors all day about Rainbow Dash. She couldn't believe them. How could the pony do that to herself? Half-way through her second round of knocking the door swung open. Her eyes widened at what she saw. Rainbow Dash looked like a pincushion, covered in rings, studs and lacing. She was like a totally different pony.

"Oh, it's you." The rainbow pony said irritably and striking an annoyed pose. "What do you want?"

"I...I had just heard some things...and I was worried..." Fluttershy said meekly.

"About what!?" Rainbow Dash sounded genuinely angry.

"You...you look different. I just wanted to see..."

"You think I'm some kind of freakshow now!?" Fluttershy cringed. She had never seen Rainbow Dash so irritated before. It was like the very presence of the yellow pegasus was unwelcomed.

"No...no...I was just worried that..."

"What? That I'm changing? Exploring? Growing? How have you changed these past few years, huh?"

"What...what are you saying?" The poor, shy pony was so confused.

"You're still a virgin aren't you?" Rainbow Dash said the word with a terrible grimace.

"Wh-wh-what?" Fluttershy stammered, scuttling backwards a little. No one had ever accused her of such things before.

"You are aren't you? How typical. You're such a child!"

"Child...?"

"You're going to spend your entire life hiding from experiences and ponies and die full of regrets!" Rainbow Dash pointed her hoof at the shy pony who was cringing in front of her door. "That's why I can't stand you anymore! You're going to spend so much of your life hiding from everypony with your animals that you'll die alone, a virgin and with no children! Why don't you grow a spine and then try coming to talk to me! Virgin!" Rainbow Dash slammed the door. Fluttershy's eyes watered. She broke out into crying and quickly darted away into the sky. One of her best friends in the world just insulted her. No pony had ever treated her that way before and it broke her heart.

The moment the door slammed Rainbow Dash heaved a large and exhaustive sigh. That was horrible. She had never felt lower in her entire. Seeing Fluttershy so devastated nearly made her cry. She almost felt like chasing after her and apologizing. A hoof tracing down her buttocks ended her thinking however. It traced across her left hip and found her lower lips. It quickly began massaging them. Rainbow Dash tilted her head back and began panting sweetly.

"Well done my slave." Fylo whispered in her ears. "Soon your friend will know the same joys you do."

"Thank you mistress." Rainbow Dash said dreamily.

"Get ready, tonight we plant the seeds for this town to finally be free of the monotony."

~*~

It was the dead of night when Fylo and Rainbow Dash set out. The alicorn gazed around the town as they trotted through it. Everypony, as in every single pony in the entire town, was asleep. The whole place quit the moment the sun went down. Moreover, there wasn't a single spot to have fun, not a brothel, a drunken reveler, a late-night hangout or even a rebellious teenager out smoking to piss off their parents. It was the sleepiest town the alicorn had ever seen...and she had been set in stone for hundreds of years. Rainbow Dash was led by a leash attached to the collar around her neck. Fylo spent the entire journey gazing around the town with a look of derision. She finally reached the warehouse with all of the flour. She briefly tugged on the leash to get Rainbow Dash's attention as she had been gazing at the ground.

"Where do you go in this town to have fun?" She asked.

"I...uh...did stunts in the sky and hung out with my friends." She answered.

"Where?"

"In the park."

"Seriously? Where do ponies go to smoke, sneak off to have sex, bad-mouth adults, dance or experiment?"

"I...I don't think we have those places. You're not supposed to have sex before your married, we dance in public and any amount of sexual experimentation is discouraged."

"What about smoking!?" Fylo was actually becoming angry.

"Smoking is banned."

"What...the...fuck!?!?" The alicorn yanked on the leash hard, almost sending Rainbow Dash crashing onto the ground. "By who!?"

"P-P-Princess Celestia..." Rainbow Dash said nervously. Fylo growled through her teeth.

"That uppity, goody-two-shoes. I should have known. She's probably spent this entire time building "family values," "morality laws" and "common decency." What a square." Fylo took a deep breath and sighed. "Deal with her later. For now we should start with this town."

"What are we going to do mistress?"

"And ruin the surprise? You'll see." Fylo then opened the door and marched into the warehouse. She saw the setup was a little unusual. Inside the place was a massive vat along with several stacks of empty bags. It almost looked as if the place was empty. "Where's all the flour?"

"They must have just gotten a new shipment my mistress." Rainbow Dash said. "They've yet to put it in the sacks."

"So it's all in that vat...all of it!?" Fylo actually appeared excited.

"Yes my mistress."

"Good...good..." There was some wooden scaffolding leading to the top of the vat. Fylo and Rainbow Dash walked up the stairs. Fylo could see that there was a door at the top where they put the flour in as well as some levers beside the hatch. The alicorn lifted it up and looked inside. Sure enough, it was filled right up the edge of the door with flour. There was also a giant arm at the top.

"What are all these machines?" Fylo asked.

"It's to stir the flour so it won't cake up." Rainbow Dash replied.

"You sure to know a lot." Fylo stated.

"Applejack show me how it works mistress."

"We'll get to her eventually." Fylo turned to her slave and grinned malevolently. "Are you ready to show this boring town how to really have fun?"

"I will do whatever you wish of me mistress."

"We'll see." Fylo still sounded as if she didn't completely believe Rainbow Dash. It hurt the rainbow pony. The alicorn pulled the leash and brought her slave to her knees. Her hooves reached between her bottom legs and began kneading at her folds. It only took a few moments of this before her large erection jutted back out. Rainbow Dash could help but feel her mouth watering slightly. The huge crimson rod instantly began poking her in the face.

"Let's see how much you've improved." Fylo stated. The pegasus instantly raised her front hooves and began running them along the shaft, jerking it off. At the same time she opened her mouth and outstretched her tongue. As her hooves worked the shaft her muscle swirled around the head. She was much more skilled this time, her tongue covering much more of the erection than before. Fylo had given her some lessons and the rainbow pony had taken them to heart. Her saliva trailed down from the head and covered the shaft, making her stroking movements let out a wet sound each time her hooves moved. Fylo let out a happy sigh. There was nothing quite like having a slave work over her dick. It was a feeling she relished over nearly everything else.

"Start sucking." The rainbow pony enveloped the head in her mouth and began sucking. Her tongue was still swirling around the head, adding a new sensation. One of her hooves went to the crimson pony's folds and began gently caressing them. With two sensations Fylo began to shudder and shake. The rainbow pony was already getting good at this. "Move your head." The pegasi began bobbing her head back and forth. It felt like Fylo's dick was in a wet vice that was massaging her each time her slave's head moved. Meanwhile, Rainbow Dash's hoof was becoming slick with her mistress's juices. She started to slip her hoof into her folds. The alicorn was being bombarded with pleasure on two fronts. She could feel her folds tingle with delight and her dick twitch with each of the pegasi's movement.

"Hold on." The alicorn instructed. Rainbow Dash obeyed instantly stopping with the erection still in her mouth. Fylo's hooves grabbed onto her head. "Relax, don't fight." The rainbow pony did her best, relaxing her face. The alicorn then jerked her head towards her as she shoved her hips forward. Rainbow Dash's eyes widened as her mouth was forced almost to the hilt. She could feel the shaft stick right through her throat. The pony instantly choked, her eyes watered and her hooves went up to the alicorn's hips, pushing against them. "Are you resisting me?" The pegasi froze, lowered her hooves and gagged again. "Relax your throat." The pony did her best, still gagging but not as bad. Before the pony could really get used to it, the alicorn pushed the pegasi's head back, briefly allowing her to breathe. She only had time for one breath before the dick was shoved back into her throat. Rainbow Dash winced as her mouth, throat and esophagus were used as a fuck toy. For several minutes the pony was helpless as Fylo jerked her head along with her hips. Spit was flying everywhere as the alicorn continued her violent movements. Finally Fylo's breathing began to become erratic. Her hips were shaking with each thrust. She jerked her dick out of her slave and pointed it directly into the vat of flour Rainbow Dash coughed and hacked for a few moments, trying to recover. When she did, she saw that her mistress was jerking off her shaft desperately, close to coming. Feeling she had failed her before by resisting, she quickly went over and pushed her mistress's own hooves out of the way. She used her own hooves and licked at the head from the side, keeping the way open to the flour. The alicorn reach up and gripped the sides of the entrance, her hips shaking.

"It's...going to be big..." She whined, actually sounding as if she were losing control for a few moments. The rainbow pony could see her mistress's face flush and her expression awash in ecstasy. She was...so beautiful like that. Fylo tilted her head back and began moaning. Her hooves dug into the entrance walls as she bucked her hips into her slave's hooves and tongue. "I'm gonna...I'm gonna...I'm gonna...CUM!!!!" She thrust her hips forward as the first powerful gush shot out of her. The pegasi continued licking and jerking as her mistress shuddered and shook. Each powerful eruption was like a fountain. Rainbow Dash couldn't believe how much was pouring out. With every ejaculation the alicorn could feel pleasure shoot through her body. She could feel her slaves tongue sweetly torture her through every moment. It seemed like forever as the rainbow pony watched and licked throughout the entire experience. Finally, with one final dribble that landed right on the entrance the alicorn finished. She panted and gasped as she recovered. Her slave went forward and licked the head, sucking whatever residual semen there might have been off of it. Fylo sighed pleasurable. She pet the rainbow pony on the head. "Good girl." Rainbow Dash could feel her heart leap at those words. It almost felt like...joy.

Fylo gazed at her handiwork. Within at least five feet of the entranceway of the vat were streaks of sperm It laid on top of the flour and it looked as if there was almost a gallon of the stuff. It was what Fylo had intended. She usually didn't like to lose that much control during an orgasm, but she needed it to be huge. Rainbow Dash finally looked inside to see that the semen now on the flower was actually glowing slightly.

"Why is it glowing mistress?" Rainbow Dash asked.

"There's a certain...magic in it." Fylo said, grinning. She reached over and pulled the lever. The arm on the inside instantly began spinning around slowly, churning the flower. As it passed by, the semen disappeared into the mass, dispersing among the greater whole. "The next few days are going to be a very, very, very interesting day. Mark my words."

The Shy One in the Shadows

It started out small at first. After all, it wasn’t like ponies ate flour raw. As the first sacks were poured the first buyers arrived. All the bakers of Ponyville were eager to get started. The sun wasn’t even up yet as they unwittingly began using the tainted flour. Cakes, breads, pastries and even puddings were made with the flour. The town itself had set its own ticking time bomb and countless explosions were about to start. The first one went off quite quickly.

Mr. Cake extracted the cupcakes from the oven. He and his wife usually got up before the crack of dawn, but since they were out of flour they had to get up even earlier. His wife was putting the finishing touches on a cake. Mr. Cake wiped his head as he set the cupcakes beside her.

“How long has the bread been oven dear?” He asked.

“I think it’s been about ten minutes.” His wife stated. He nodded and walked over to one of their other many ovens. He opened it and extracted the bread. He briefly took a deep whiff of it before setting on the counter.

“Huh, it smells a little different.” He noted. His wife turned and looked at him quizzically.

“Does it? It’s got the same ingredients we always use.” She replied. Mr. Cake took yet another sniff. He couldn’t really identify what it was. It smelled kind of spicy, almost as if it were exotic.

“It smells different. I’m telling you.” He confirmed.

“Well, tear off some pieces and we’ll taste it.” Her husband obeyed. He tore off some small pieces with his oven mitt and set them aside to cool. When the steam finally began to dissipate from them both of them took the pieces. Almost at the same time they put the bread into their mouths. After only a few chews their eyes instantly widened and they stared at each other.

“It tastes kind of spicy.” Mrs. Cake noted.

“It’s never tasted like this before.” Mr. Cake responded.

“Maybe they accidentally mixed in some peppers when they were harvesting the grain. We’ll just sell it as spicy bread.”

“Suits me.” They both resumed their work.

After a few minutes however Mr. Cake began feeling strange. He always felt hot while working around the ovens, but this was different. He usually sweated on the outside of his skin. This time he could feel the heat from inside of him. A constant, burning that started in his chest and slowly spread throughout his entire body. He found himself stopping in the middle of his work to catch his breath. Despite the fact that he was breathing hard he didn’t feel exhausted, far from it. He felt what seemed like pent-up energy boiling inside of him. He felt a throbbing sensation in a rather private place. He had to focus very hard just to keep it from engorging right here in the kitchen. After setting down yet another pan of bread he stopped, gripping the counter. He hadn’t a desire like this since he was a horny teenager. He turned to tell his wife that he wasn’t feeling well, but instead got an eyeful.

Mrs. Cake was gripping the counter as well. She was panting and most of her body was flushed. That wasn’t what really caught his eye though. Without her will she had stuck her rump out. Her tail had risen straight up on instinct and her lower lips were exposed. They were inflamed and moist. Mr. Cake could see the organ twitching, as if it was beckoning him. He felt his resolve crumble as his dick ballooned from between his legs. When he first met his wife he saw her hair before anything else. It reminded him of whipped pudding. Now he had a sudden desire to start eating that pudding. He wanted to gobble up her tail, munching his way to her pussy and burying his face into her ass. He then wanted to lick and slurp at the creamy center until she screamed for mercy. He had never felt so savage, but couldn’t fight it any more. He quickly marched over and seized his wife’s ass. She instantly jumped and jerked her head around.

“No! Wait!” She begged, instantly knowing what was happening. Her husband ignored her. He buried his face between her ass cheeks like he wanted and began licking and slurping away at her glistening flower. His wife began moaning, feeling waves of pleasure run up her spine. She had never felt this way before. She had absolutely no real desire to stop this. She wanted him to manhandle her. She wanted him to grab her by the hair, pull it hard and use it as leverage to pound her flank through the counter in front of her. She had never felt so...submissive before. Her husband’s tongue stuck its way into her canal and lapped at the juices. The mare openly moaned as she leaked even more of the fluids out, as if eager to feed her husband. Mr. Cake was eating her out like an animal. When he separated a trail of saliva followed his tongue.

“I’m going to pound your brains out.” Mr. Cake growled. His wife whined and shook her flank back and forth. The stallion growled again and put his hooves on either side of his wife, preparing to mount her. As he tried to find her entrance with his shaft she abruptly moved herself and he kept missing with his thrusts.

“Wait!” Mrs. Cake shouted.

“What!?” Her husband shouted back, being incredibly impatient.

“Don’t cum inside.” She ssaid. “The twins are enough for now.”

“Oh, right. Fine! Fine!!” The stallion said quickly. Mrs. Cake stuck her backside out to him. He easily lined up his shaft to her folds and in one strong stroke buried his dick all the way to the hilt. Mrs. Cake shrieked as she felt every nerve in her canal light up in pleasure. She could feel the erection throb inside of her. Her husband could feel her juices drool around his cock. He briefly grunted before pulling his dick almost completely out and pounding it inside again. He continued this powerful thrusts over and over, intent on enjoying every inch of her clamping, wet hole. Every time his dick slammed inside of her, Mrs. Cake whined. Her husband fed on that whining. Each time he heard the sound it egged him on. It drove him to thrust harder, faster and more animalistic.

Finally the stallion lost his patience. His thrusts turned into a speed contest. He no longer tried to savor each inch; he only pounded her like a wild animal. His wife’s eyes widened and her whines turned constant. Her front legs were splayed on the counter in front of her and her body shook with every wet, powerful clap of their hips colliding. Mrs. Cake could feel heat beginning to build in her loins. She had never felt this turned on, nor had she been fucked his hard before. It was all building towards a blinding release. She could feel her insides being over stimulated with every savage thrust. Every jerk of her body brought her even closer to her climax. When the shaft pierced inside of her juices leaked out around it, dripping on the floor. Her head now rose a little higher with every thrust. She began whining through her teeth as she was pushed closer and closer to the edge.

“I’m gonna...I’m gonna...” She squealed as she felt the heat inside of her building to critical mass. Her body quivered, the throes of ecstasy beginning. Abruptly, her husband leaned forward and bit her neck through her hair. He changed his angle, now grinding against her. The sudden change was all she needed. Mrs. Cake screamed as a powerful wave of pleasure washed over her. Her body quaked violently as juices gushed out of her hole. She coated her husband’s dick like a torrent. Her pleasure came with powerful throbs, over and over again. The sensation flooded up into her head and seemed to turn her thoughts to mush. It was the first mind-shattering orgasm she ever had. Throughout the whole thing Mr. Cake held her in place with his hooves and teeth, ensuring that she didn’t flop off of him. The moment she stopped shaking he resumed his thrusts. Her insides were hotter and wetter than ever. She whined helplessly as she was again over stimulated by his thrusts.

“I...I can’t take it!” She said weakly.

“I’m almost there...I’m almost...” Her husband growled through his teeth. His movements started to become erratic. He could feel the throbbing in his loins reaching a fever pitch. He could feel his back legs beginning to tingle as it was beginning. Just a few more and...

“Whatcha’ doin’?” Said a perky, innocent voice. Both of their heads jerked around. Lying on the counter, her head cradled in her hooves, was their peppy, pink employee, early for work.

“P-P-Pinkie Pie...?” Mrs. Cake whined. Abruptly her canal clamped down, reacting to the sudden panic of being caught. The stimulation proved too much. Mr. Cake gasped as his orgasm unleashed. He grit his teeth and held back his moan as torrential gushes of his seed shot into his wife. For several moments everypony was silent as Mr. Cake shuddered with every powerful release. It never seemed to end as it even overflowed his wife’s insides and splashed onto the floor. When he was finally finished his wife slowly turned her head, her eyes as wide as they could be.

“Please tell me you didn’t.” She said. As Mr. Cake’s senses returned he realized what had just happened.

“Um...uh-oh.” He said, pulling out of her and letting his seed pour onto the floor like a waterfall.

“That looked like fun, can I join in? I’ve done it before. I have parties all the time. Do you guys do this every morning? Can I come over and do it with you guys? I’m sure Gummy won’t mind if I do. I can even bring him! He doesn’t seem to care when he watches me. Hey, that stuff looks like cake frosting!” Mrs. Cake jerked her head around.

“Pinkie, for god’s sake, shut-up and get out of here!!!”

~*~

Fylo lay on her stomach on a cloud drifting over Ponyville. She took a deep breath, inhaling the air that was floating around the city. It smelled lovely, like wanton sex and sweat. It all started after breakfast and ponies ate the tainted bread. As the citizens went to work it was obvious they were hot and bothered. With her keen eyes the alicorn saw mares constantly excuse themselves to clean up and the stallions constantly fought with each other over the most minor things, their frustration making them incredibly irritable. Eventually those stallions would start pussy-chasing, pursuing their wives, girlfriends or whores (if this town had any, doubtful). Most of the mares would be submissive, gladly even giving their virginities for a little relief. It would be a beautiful display of wanton, carnal desire and primal instincts. Seeing such sights was far more pleasing to Fylo than even the world’s most beautiful garden, sunset and ocean view combined. The crimson alicorn flinched, briefly feeling something tickle her foot.

“Geez you slut, not so hard.” She sneered, gazing back. Rainbow Dash nodded obediently. She was still dreamily licking and rubbing the alicorn’s hooves. Fylo turned back to the town. Her eyes now spotted a yellow pegasus, nervously trotting along. Fylo grinned. It was that shy pegasus from the day before, Fluttershy. She was gazing around nervously and keeping her tail tucked firmly between her legs. She must have eaten the bread. She walked up to one of the food stands. She asked for various items, mostly what appeared to be simple ingredients for animals. The vendor was a stallion and he was leering at her. He was actively staring at her hips and hind legs, not even attempting to hide it. Fluttershy paid for her food and quickly tried to leave. The vendor however grabbed her by the arm, alarming the pegasus. There were some words exchanged before the shy pony’s face turned entirely red with embarrassment. She jerked her hoof free and dashed down the street, actually letting her tail wave in the wind. Fylo giggled. She can only imagine what sort of debauched proposition the vendor offered. She should have accepted. It probably would have been a lot more pleasant than what the deranged alicorn had planned.

“You ready to make one of your friends to join us?” Rainbow Dash made a “mm-hm” sound as she sucked on her mistress’s hoof. The alicorn sighed and rolled her eyes. “What a slut.”

~*~

Fluttershy had never felt this way before. She had been sick and had a fever in the past, but this was very different. It wasn’t the sweaty heat from an illness. It felt like her insides were burning up, like they had an itch that just couldn’t be scratched. On top of that another part of her body was burning, one that embarrassed her deeply, the area between her legs. Every sensation from walking to the wind felt like an overload. The worst part of it all was the liquids coming out of it. It wasn’t pee, that she was sure of. On top of everything else there was this twitching deep inside of her. It was as if that part of her was dying to be touched. This led to a horrible realization when she went to feed her animals. She didn’t have enough food. Normally it would be nothing more than a minor inconvenience. The simple idea of going out in public with this problem was horrifying. Fluttershy would never let her animals go hungry however, so she set out.

Ponyville seemed like a very different place from yesterday. The stallions had intense stares that seemed to tear her apart with their glances. The mares were all nervously shuffling around, returning some of the stallion’s stares with weak expressions. It was like walking into a den of predators where the prey was eager. Fluttershy found her food and bought it as quickly as possible. When she turned to gallop home, the vendor grabbed her. What he told her was one of the vilest things she had ever heard. What he asked her to do was even worse. She wrenched herself away and galloped as fast as she could.

She stayed inside of her house the rest of the day, but the burning never went away. In fact it only got worse, to a point where the pegasus was rolling around on the ground, unable to take it all. All she had done today was eat, what could have possibly driven her so crazy? Her actions actually drove all of her pets outside, bothered by her behavior. After an entire day she was simply laying in the middle of her floor, panting. Finally exhausted she sat up and gazed between her legs. She had never seen that part of her body before like it was now. It was red, as if irritated. On top of that the edges of her entrance were swollen. There was also a constant seeping of fluid and a tingling that refused to leave.

“What is this?” She whined. “Why won’t it stop?” The pegasus reached down, wanting to touch what she thought was irritated and painful. Instead, when her hoof ran along the engorged lips she shrieked and jumped. Instead of pain, she felt sparks of pleasure run across them. It was so shocking she pulled her hoof back and her eyes widened. What was that? She had never felt anything like that before.

“What...?” She whispered. She reached down with her shaking hoof and gingerly touched them again. Another surge of pleasure went across her body. Fluttershy shrieked again and her lower legs abruptly shook. “What...is happening to me?”

“F-F-Fluttershy?” Said a voice at her door. The pony shot up, tucking her backside onto the floor, hiding what she was doing. It was Rainbow Dash.

“Rainbow?” Fluttershy asked, surprised. She thought Rainbow Dash was mad at her.

“Yeah, it’s me. Are you okay?” Fluttershy trotted to the door, watching it nervously.

“I’m sorry about yesterday...” The yellow pony said sadly. “You must have been busy, I shouldn’t have bothered you.” She couldn’t have known, but the rainbow pony beyond the door could feel her heart ripping in two...but she dared not show it.

“It’s alright. We can fix your problem.” Rainbow Dash said.

“Really?”

“Yes, you’ve been feeling funny today haven’t you?”

“Well...” Fluttershy was too embarrassed to admit the truth. This had been one of the worst days of her life...but if Rainbow Dash would be her friend again...

“Your body is changing into a fully-grown mare.” The pegasus on the other side of the door explained. “I can help you become a grown-up. All you have to do is let me in.”

“Are you sure? It’s not going to hurt?”

“No. I promise you that it won’t hurt.” The yellow pony steeled her will and reached for the door. She slowly opened it, revealing her friend, piercings and all, standing in front of the door.

“Okay Rainbow Dash, I trust yo...”

“Hi there!!!” A head abruptly dropped from the top of the doorway, staring at her from upside-down. She pony screamed and fell on her rump before scuttling backwards like a wounded animal. Whatever it was it was such a bright color of red the pegasus thought it was a monster.

“What are you!?” Fluttershy cried in terror.

“A pretty horrifying result if you ask my parents.” The thing replied. It then swiveled where it was, flipping its lower body down before landing on its feet. Fluttershy could hardly believe her eyes. It was a pony, but unlike one she had ever seen before. It was as if somepony had taken the brightest red in the world, made it redder and then dumped the paint on a pony. On top of that she was an alicorn. The pony happily trotted into the house, gazing around. “My, this place reeks of animals. It’s kind of...feral. I like it.”

“Who...are you...?” The terrified pony asked.

“The name’s Fylo.” The alicorn replied, approaching the pegasus who was now on her feet. “I’ve been getting acquainted with your friend Rainbow Dash. She suggested that I become acquainted with you.”

“She...she did?” Fluttershy asked. She gazed around the alicorn to spy at her friend. Rainbow Dash however was doing her best not to look at her friend. She actually appeared terrified. When the yellow pony turned back to Fylo the alicorn lifted her hoof and put it to the pegasi’s chin.

“What beautiful cyan eyes you have, and such an innocent face. You should model.” Fluttershy didn’t hear a word. The moment the alicorn’s burning-hot skin made contact with her the pony’s eyes rolled and her body felt like it lit on fire. The heat and the throbbing in her body increased at least ten fold and it overwhelmed her. She had this knee-quaking desire to have something quench this endless hunger. In a moment of clarity, she tore her face away.

“NO!!!” She cried turning and trying to run. This proved futile. Her insides were too hot and the area between her legs had an overpowering tingling in it. Her back legs buckled in weakness to the desire and she collapsed onto the ground. She panted as if she had just run a marathon. Fylo circled her, almost like a shark. She stuck her bottom lip out.

“You poor little thing.” The alicorn said. “To be so overwhelmed by desire. Don’t worry, we’ll help you.” She turned to her slave, still standing in the doorway nervously. “Why don’t you help her?” The rainbow pony jerked her head around, shocked by the question.

“Wh-What?” Rainbow Dash asked.

“You know how.” Fylo stated. “And you’re friend is in pain. Do you want her to suffer?”

“N-No...” The slave replied, nervously.

“Then go ahead, you’d be much gentler than I.” Rainbow Dash gulped. She slowly began trotting forward. Fluttershy tried to move Her back legs continued to wobble helplessly, refusing to walk. She managed to stand, but felt two hooves seized her hips. She whirled he head around, seeing Rainbow Dash with a very sad expression.

“No...Don’t...” Fluttershy whined.

“I’m sorry.” Her friend replied. Fylo sneered in displeasure at that remark. Rainbow Dash hooked her arms around the yellow pony’s thighs and buried her face in between her butt cheeks. Her tongue began lapping at the folds, licking up the juices that had been leaking out all day. The virgin pony gasped with every movement of her friend’s tongue. As if in echo her hips would also twitch after every movement. For several moments she shook and shuddered, seemingly getting weaker with every stimulation. Finally her knees buckled and she collapsed onto the ground. She didn’t have time to recover however. Rainbow Dash flipped her over onto her back. She then spread her legs apart, giving her a perfect view of the yellow pony’s most private part. Fluttershy squirmed, but was powerless to fend for herself.

“Please...don’t...” She whined.

“I’m sorry.” Rainbow Dash echoed. She leaned in again. This time she latched her lips onto one of the lower lips and began sucking on them, causing the receiving pony to squeal. She could feel pleasure ricocheting up her body. The tingling inside of her was now worse than ever. What Rainbow Dash was doing wasn’t helping, she was only making it worse, the throbbing was worse, the juices were flowing more than ever and Fluttershy’s body felt even weaker. The only part of her that had any strength at all was her hips and they only responded by twitching against Rainbow Dash’s face. Fylo stood over her head, grinning.

“Why should you have all the fun?” The alicorn asked. Fluttershy gazed up at her and discovered something poking at her face. Her eyes widened once she realized what it was. She had only seen pictures in books of it, and never on a mare. It was a large, fully erect dick, pulsing and ready for action. Fluttershy could feel the heat coming off of it, even from a distance.

“What...what are...?” Fluttershy asked.

“You’ve got more than one hole.” Fylo said, giggling. The head of her dick began pushing against Fluttershy’s mouth. The pegasus fought against it, her mouth being clamped shut. The alicorn gazed up to her servant. “Suck on her clit.” Rainbow Dash closed her eyes, dreading to obey. Her mouth however traced up her friend’s slit and found her love button. She wrapped her lips around it, sucking it. Fluttershy shrieked, feeling an overwhelming sensation shoot through her body. The moment she opened her mouth the shaft shoved inside. Her eyes widened even farther as the girth of the rod went into her, inch by inch. Lacking any mercy, the crimson alicorn pushed the erection right up to her throat. With a lick of her lips she shoved past it, entering her esophagus. After a few seconds however, the alicorn’s face fell and she stopped.

“The hell?” She asked. She pulled her erection out of the throat and then back in. She did this several times, with Fluttershy not making a single noise. “Hold up.” The alicorn pulled out. Again the pegasus didn’t respond, only moved her jaw to get the kinks out of it. Even Rainbow Dash looked up, wondering why her ravenous mistress had stopped. “You didn’t gag.”

“No.” Fluttershy responded, almost shaking in fear.

“Why not?” The alicorn followed up. “You haven’t done this. How were you used to it?”

“Carrots.” The yellow pony responded.

“What!?”

“I hated carrot growing up, so I learned to swallow them whole.”

“Holy hell.” Fylo actually sounded impressed. “I’m going to have to remember that.” Her saliva-soaked erection poked at her mouth again. Fluttershy tried to keep her mouth shut. “We can do this gently or roughly, make your decision.” Fluttershy grimaced for a moment. She then tentatively opened her mouth. “Good girl.” Fylo shoved her erection inside and past her throat. For a moment she stayed there, feeling her esophagus alternate between tightening and relaxing. The alicorn shivered each time it did. She then began retracting and shoving it back in through Fluttershy’s throat, not being gentle in the slightest. The pegasus cringed, struggling to breathe in between the rhythmic thrusts. Rainbow Dash could feel pity well up inside of her. Fluttershy was so gentle and sweet...to do something so rough with her... The least she could do is make her friend feel better. The rainbow pony used her tongue again and began licking at the slit. Fluttershy whined and squirmed, trying to both escape the pleasure from her lower body and the roughness in her mouth. Learning from what her mistress made her do, Rainbow Dash stuck her tongue into the slit and began wiggling her tongue around. She could taste her friend’s juices leaking all over her tongue. It tasted strange and tangy, not like the hot and spicy Fylo’s. Her tongue reamed the entrance, trying to tease all the nerves. Rainbow Dash could see that her efforts were working. Fluttershy’s wings were starting to flap and twitch, as well as her back arching with every movement of her friend’s tongue. Fylo giggled at seeing how quickly Fluttershy gave in. She finally pulled her dick free from the pegasi’s mouth. The shy pony coughed and wiped her mouth quickly. Fylo let her slick erection throb in front of her face for a few moments, eager to hear the pony squeal.

“Move.” She commanded to Rainbow Dash. The rainbow pony gazed up, looking panicked. With a nervous glance she slowly backed away. Fluttershy’s innocent eyes were darting around, wondering what was going on. Fylo marched around her body, putting herself in between the pegasi’s splayed legs. “I wonder what kind of noises you’ll make.”

“N-Noises?” She asked, giving Rainbow Dash fearful glances.

“It’ll hurt at first, but you’ll learn to love it.” Fylo licked her lips eagerly. “I love the shy ones.” She reached down and positioned the head of her dick at her victim’s slit. Fluttershy tried to move away, but the alicorn grabbed her by the hips and held her in place.

“No! Wait!! Don’t!!!!” Fluttershy shrieked, desperately trying to get away. Fylo didn’t listen. Her shaft started to split the yellow pony’s entrance apart, the glans slowly making its way inside. “No!!! NO!!!! NOOOOO!!!!” Fylo grinned as she felt herself reaching her hymen. She tensed her hips, preparing to thrust right through it.

“NOOOO!!!!” Fluttershy was jerked away, slipping out of Fylo’s grip. She had some added strength now. Rainbow Dash could take it no longer. She grabbed her friend and pulled her forward, Fylo’s dick popping out. She quickly wrapped her hooves around her friend, the yellow pony responding in kind. The rainbow pony shielded her from the crimson alicorn. “Please don’t do this!! Not to Fluttershy!! Please leave her alone!!!” Fylo had changed to an expression Rainbow Dash had not seen before. She was frowning and there was a serious glare on her face.

“What?” There was something lethal in her voice. Rainbow Dash could feel her mistress’s presence in her mind screaming at her to obey, to stand out of the way and stand down. There was a terrible fear, more intense than anything she felt before, fill her. The collar around her neck actually felt hot, as if it was working overtime to make her fall in line. She overpowered it. It only had the power of suggestion.

“Don’t hurt Fluttershy! She doesn’t deserve it!!! She’s just a kind pony!! There are hundreds of other ponies in town, why does it have to be her!?!?”

“Because I say so.” Fylo’s voice was getting even more lethal-sounding. Her glare was becoming a grimace. “Are you defying me?”

“Well...” Rainbow Dash didn’t want to. She wanted to obey her mistress, and be rewarded...and punished. Disobeying impossible orders was just her mistress teasing her. This was different. This was a direct and serious order. Fylo took a few steps forward. Rainbow Dash released her friend and now stood directly in her way. Fluttershy cowered behind her friend. “I don’t want to...but I can’t let this happen. You can do whatever you want to me, but please don’t harm Fluttershy!” Fylo was stone still, her wilting gaze on Rainbow Dash. Neither of them moved for several moments. The crimson alicorn then smiled. It was a different smile. Her expression was the same...but there was a terrible glint still in her eyes. It wasn’t a genuine smile.

“I see.” Fylo said. “What a rebellious spirit you have...how refreshing.” On the last two words her voice dropped. It almost sounded threatening, despite the smile. “I guess we’ll just have to make you understand.”

“Wh-What?” The rainbow pony asked weakly. Fylo’s horn lit up and a bolt of magic shot out, striking the pegasus. She shrieked as she felt a burning sensation shoot through her. She crumpled onto the ground, twitching helplessly.

“Rainbow Dash? Rainbow Dash!?!?” Fluttershy shouted, kneeling and trying to grab her friend desperately. The convulsing stopped however and Rainbow Dash sat up. She then slowly stood, gazing over her body.

“What...? What did...?” She abruptly stopped and hunched over, feeling a terrible burning overtake her folds. It was unbearable and actually painful. She gazed down at them, desperate to know what was wrong. Something poked up at her face. She screamed and fell onto the ground, butt-first. She stared with wide-eyes at what was now protruding from where her clit used to be. A fully-formed dick was now sticking out of her, her piercing hooked into the glans. That was when Rainbow Dash felt something new...and horrific. An overwhelming urge shot through her. Her heart pounded, her new dick throbbed painfully and she was panting. Her mind was filled with an overpowering desire to feel something coil around her shaft, something wet...and tight. Never had she felt something like this before. She gazed up at Fylo. The crimson alicorn was smiling, although this time it wasn’t playful...it was filled with malicious and sadistic intent.

“Let’s see how long you last.” She said, cackling. Rainbow Dash turned to Fluttershy, licking her lips. The yellow pony began backing away, seeing the same hungry eyes that had been on Fylo now on her friend.

‘I can’t...’ Rainbow Dash thought. ‘I can’t...I can’t...’ She felt her heart skip a beat and her vision narrowed. The painful throbbing in her erection increased, driving her insane. Without warning, the rainbow pony leapt at her friend, like a hungry animal attacking.

“What a spineless little sow you are.”

The Shy One in the Shadows II

Rainbow Dash seized onto her friend like a madmare. The innocent yellow pegasus tried to break free, but her friend appeared to be possessed by some powerful force, making her seem several times stronger than she actually was. Fluttershy could feel herself flipped over onto her back. She tried to kick, but the rainbow pony grabbed her legs and spread them apart. This gave her a good view of Fluttershy’s folds, wet and inflamed from her earlier work. With a very aggressive look in her eyes, Rainbow Dash licked her lips. It was like her friend was a delicious food ready to be eaten.

“Rainbow Dash, don’t! Wait!” The yellow pony cried. Her friend didn’t listen. She darted her face forward and buried it into the folds. She had tried to be gentle before, but not anymore. With her snout shoved into the slit she extended her tongue and licked at the insides. Fluttershy let out a cute squeak at feeling the tingling return. Her legs twitched as the rainbow pony’s tongue roughly stimulated her sensitive flesh. Rainbow Dash’s tongue began circling around the folds, teasing the sensitive outer edges. Fluttershy began to squirm, her hips twitching towards her friend’s face without her permission. For some odd reason, her juices tasted really sweet to the rainbow pony now. It was like fuel to the fire that was burning inside of her. All the rampant stimulation caused her button to emerge from its hood. Upon seeing that, Rainbow Dash instantly went after it. Her tongue began running along it, flicking across the sensitive nub. Fluttershy squeaked with every single touch of the pearl. Her front hooves were over her mouth as her hips were now grinding against the rainbow pony’s face. Her friend wrapped her lips around the bud and began sucking while her tongue continued licking at it. Fluttershy practically screamed as she felt a jolt of pleasure shoot up her body. Her head shook back and forth as her body arched. She could feel a throbbing deep inside of her, threatening to erupt. She had no idea what it was, but her body was screaming for it. Rainbow Dash released her however, causing the yellow pony to collapse. Her juices were now dripping out of her and her insides were twitching, as if beckoning somepony into it. The rainbow pony licked her lips, collecting the excess juices. Desire had completely consumed her brain and she could think of nothing but the painfully throbbing organ in between her legs. She sat up and lined her hips up with her defenseless friend. The head of her new shaft poked at the yellow lips, her piercing stud going in before everything else. She was so eager to be inside, to feel that tight canal coil around her. Fluttershy felt it however and snapped out of her haze. She instantly tried to squirm away and escape. The rainbow pony grabbed her by the hips, preventing it.

“No! Please, don’t!” She shrieked. “Don’t do this! You’re my friend! Don’t hurt me!” The screaming of her friend seemed to awaken a part of Rainbow Dash that had been buried by desire. She suddenly felt very guilty...but couldn’t hold back for much longer.

“Please Fluttershy.” Rainbow Dash said, doing her best to not look like a hungry predator. This caught the yellow pony’s attention, who calmed down and began to listen. “I can’t hold back. It’s so hard it hurts. This is the only way it can go back down. I don’t want to hurt you but...but...” She could feel an especially powerful throb go through her rod, practically making her cringe. “I...can’t hold back...I have to do this, please!” Fluttershy suddenly appeared full of pity. She had been so afraid she hadn’t bothered to think of what her friend was going through. She obviously wouldn’t do this unless she couldn’t control herself. Rainbow Dash’s face did indeed look as if she were in pain. Her hips were shaking, desperate to thrust inside. She wanted so badly to pound away at her friend, but she held back with all of her might, which was crumbling rapidly. Fluttershy sighed and managed a small smile.

“Okay.” She said. “You are my friend. I love and trust you. I guess...it’s better for you to do it than somepony else.” Rainbow Dash flinched, feeling her heart leap into her throat. Now she felt absolutely terrible. A few moments ago she was ready to pound away at her friend, whether she screamed for mercy or not. The very thought of that now...almost made her cry. There was another painful throb and she almost thrust her hips forward, but stopped herself, barely. The head of her dick was now in the entrance of the folds. Feeling the boiling insides and the juices coating her was about to drive her insane.

“I...I can’t...” She said through gritted teeth, beginning to lose herself again.

“It’s okay.” Fluttershy said, grabbing her friend and wrapping her in a hug. The rainbow pony was now lying on her friend, feeling her warmth and fur. “Go ahead...just be gentle.”

“Okay...” Rainbow Dash said weakly. As gently as she could, she slowly began pushing herself inside. The yellow pony beneath her cringed, feeling the hard rod parting her insides. The deeper the rainbow pony shoved inside, the better it felt. She wanted to feel the hot insides coil around her entire dick so badly, but she held back, being as gentle as she could be. As she was inexperienced, she couldn’t really tell when she got to her friend’s barrier. She pushed right past it, breaking it. Fluttershy shrieked and gripped Rainbow Dash even tighter with her hooves. She felt terrible pain inside of her as her blood began to flow.

“It...it hurts...!” She whined, tears forming in her eyes.

“I’m sorry...” Rainbow Dash said, her teeth gritting. She didn’t stop however, pushing her shaft right through and even deeper. Fluttershy continued to shriek each time it moved. “I’m sorry...I...can’t...” Finally, the rainbow pony reached the bottom. She shivered, feeling her entire erection rest inside of her friend. She could sense the yellow pony’s heartbeat through her sensitive flesh. Rainbow Dash’s hips quivered every few seconds, practically begging her to thrust away. She managed to hold back, not wanting to hurt her friend. Fluttershy cringed for a few moments, allowing her pain to subside. As it began to go away she could feel Rainbow Dash’s new dick inside of her. It was large and hot, making her feel very full. The sensation of it began to change from painful to a tingling. The yellow pony then looked at her friend’s face. She had a pained expression as she held herself back. She felt pity for her again. She nuzzled her face against her friend’s cheek.

“You can move.” She said. “But please go slowly.”

“Okay...” Rainbow Dash said. She slowly began pulling herself out, desperate for some relief. She could feel the canal clamp around her as her dick moved, almost as if it were sucking her on her way out. She stopped when only the head was inside. She then began pushing it back inside; going at what she felt was a snail’s pace. Fluttershy cringed again as she moved. It was slightly painful, but at the same time she could feel the tingling beginning to increase. With every restrained thrust the pain diminished and the tingling increased. Her body began to relax, allowing the pleasant feeling to wash over her. Rainbow Dash could feel the yellow pony’s juices beginning to coat her dick. When her insides finally felt wet the rainbow pony could wait no longer. She finally began to increase her pace, her desire finally being satisfied. Fluttershy squeaked with the sudden powerful thrusts. She could feel the tingling dissolving into pleasure. Now with each thrust a wave of pleasure washed over her. After one particularly powerful thrust Fluttershy squealed. Her back legs wrapped around her friends back. Rainbow Dash stopped, turning to her friends face. She was now panting, blushing and clinging to her tightly.

“Does it...feel good now?” She asked. Fluttershy bit her lip and nodded shyly. She was so cute when she did that. Rainbow Dash wasn’t sure why...but it made her heart leap. Running on pure instinct now, she leaned down and began kissing, licking and sucking at her friend’s neck. She also thrusted with all of her might into the yellow pony. Even though Fluttershy was puzzled as to what she was doing, her body seemed to love it. The combination of the teasing on her neck and the thrusting into her folds was sending pleasure all across her. With every thrust of the rainbow pony’s shaft juices leaked out, covering it. The ripples of pleasure across the yellow mare’s body became more intense by the second. She began to buck her hips along with Rainbow Dash’s. She whined with each stimulation of her sensitive inner flesh. Her rainbow friend’s hips began to quiver. She could feel a tingling go across her shaft and lower legs. Her erection throbbed powerfully, preparing to erupt. Rainbow Dash was losing control of herself, thrusting into her friend’s folds like a mindless animal. Fluttershy tilted her head back, feeling her climax coming. Her eyes however spotted two very red ords, staring down at her.

“Hey, you weren’t supposed to enjoy it.” Fylo grumbled.

“I can’t..I can’t...” Fluttershy groaned. She then opened her mouth and shrieked briefly before she began quivering and shaking. Pleasure flooded over her body as she clung to her friend in a tight embrace. Her juices squirted out of her in waves, coating the dick inside of her with the boiling fluids. The moment she entered her peak, Fylo slipped a collar around her neck. She succeeded it hooking it in place, despite her flailing. With the sudden added pleasure of the juices and her insides clamping around her, Rainbow Dash couldn’t hold back either. It had been building from the moment she got her new rod. The painful throbbing finally turned into a pleasurable eruption. She could feel powerful gushes erupt from her, flooding the yellow pony’s insides. Her mouth hung open and her hips twitched as the pleasure flooded through her. She felt a great release along with every gush. Both of the ponies quivered and clung together, desperately trying to prolong what they were feeling. When it finally finished they both collapsed, gasping and panting. Their bodies were covered in sweat and limp, spent from all their powerful grinding. The shaft began to retract back into Rainbow Dash and disappeared completely, the magic completely spent. She lifted her head, allowing their eyes to stare at each other.

“Fluttershy...” She said in a low voice.

“Rainbow Dash...” Fluttershy said, equally as passionately but slightly shy. As if by instinct, the rainbow pony began leaning forward, aiming their lips together. Fluttershy blushed and began leaning in as well. They could feel their breath against each other’s noses as they were moments away from pressing their mouths together.

“Off.” Fylo said flatly. With a single, casual flick of her front hoof against Rainbow Dash’s side, she went flying. She was surprisingly strong. The rainbow pony tumbled across the room, too weak to really fight back. Fylo now stood over the yellow pony. Her crimson dick was prominent and throbbing in the pony’s face again. “Why should you have all the fun?” Fylo had that devious grin on her face.

“N-No...” The pegasus whined, feeling fear grip her.

“I think you’ll enjoy mine much better...” The crimson alicorn stated, licking her lips. She began positioning her dick at the leaking folds, both juices and the semen coming out.

“No! NO!!” Fluttershy scuttled away, crawling to a corner in her house. She huddled in a ball, looking very afraid as her pussy constantly leaked. Fylo’s eye twitched.

“Seriously?” She grumbled. “You already did it once, it won’t hurt again.”

“R-R-Rainbow Dash is my friend!” The pony stated. “I couldn’t bear to see her in pain...but...but I can’t do it again! I’m too scared!!”

“But the collar...” Fylo stated. Fluttershy reached up to her neck in shock. There was indeed a collar around her neck. She tried to take it off, but it wouldn’t budge. It also felt hot, as if it were producing warmth. The yellow pegasus could feel a desire inside of her. The throbbing was back and her mind was thinking dirty thoughts. The idea of having another one of those shafts inside of her was exciting and made her shiver...but the fear inside of her wouldn’t let her go. If Rainbow Dash was being gentle...she couldn’t imagine how rough this terrifying pony could be. Also the idea of her being on top when the yellow pony was helpless...it was too frightening.

“I can’t!” Fluttershy squealed. “I won’t!” She was shaking weakly. Fylo’s eyes twitched for a few moments. She then smiled again. It was that false happy one that scared Fluttershy even more.

“I see.” The alicorn stated. “I suppose everypony is going to end up happy today but me. What a selfish lot you are.” Now a devilish look came over her face. “Perhaps you would like to know how it feels?” Her horn lit up and a bolt of magic shot out. Fluttershy shrieked as it hit her, feeling a powerful heat. It concentrated in her groin and made it feel boiling hot. She could feel something hard and throbbing beginning to grow out of her. She watched with terrified eyes as a yellow shaft of her own began to extend from her folds. It came to a full standing and twitched eagerly, ready to be satisfied.

“What...no...I...” The pegasus tried to say.

“Since you were so mean, I think you’ll just have to find your own satisfaction.” The crimson pony said gleefully. She marched over to Rainbow Dash, who was still struggling to stand. In a very gruff way she grabbed her by the hair and made her stand on her own four hoofs. The rainbow pony winced in pain. “Get your ass up.” The alicorn hissed. She then kicked the pegasus out the door most ungracefully. She turned back to Fluttershy, grinning from ear-to-ear. “Good luck!” She cried before trotting happily out the door.

“Wait...but...I can’t...” The yellow pony tried to whine. She couldn’t go outside with this thing...but the only pony who could undo it just left! She gazed down at the throbbing erection. It felt painful as it stood hard and throbbing. She gazed down at it and then back at the door several times. “What...what should I do!?!?” There was no answer.

Fylo had been silent the whole way back to Rainbow Dash’s house. The rainbow pony was as well, feeling incredibly nervous. She had defied what the alicorn asked. She didn’t know what Fylo would do. When they entered the house the crimson pony marched over to her seat and sat in it. It was clear to see that she was not happy. She had her bottom legs crossed and was twitching the top one constantly. She was glaring at the wall, saying nothing. Rainbow Dash gulped, unsure of what was coming.

“What...what should I do?” She asked nervously. Fylo still didn’t look at her. She didn’t even move.

“Do whatever you want, I don’t care.” She said callously.

“But...but I...” Rainbow Dash tried to say.

“Just get out of my fucking sight.” Fylo growled. Rainbow Dash could feel panic seize her gut. The alicorn was abandoning her, casting her aside like she didn’t matter anymore. The major problem with that was Rainbow Dash wasn’t fit to be in normal society any longer. She was now a masochist, exhibitionist, hoof fetishist and was pierced more than a pincushion. There was only one pony she could possibly be with now.

“No...please I didn’t mean to...” Rainbow Dash began, trying to beg.

“Didn’t mean to what!?” Fylo asked, finally turning to the pegasus and leaning forward. There was anger in her eyes now. “Didn’t mean to defy me in front of other ponies!? Didn’t mean to disobey me!? Didn’t mean to leave me high, dry, and blue-balled!? You didn’t mean to do any of that!? So what you were doing was actually obeying me by not doing what I said!?” Rainbow Dash cringed, now fully aware of her mistress’s displeasure.

“But...but Fluttershy...” Rainbow Dash whined. “She’s...delicate...”

“So what!?!?” Fylo shouted, throwing her hoof in the air. “You just don’t get it do you, you dumb jock!?!?” The rainbow pony cringed even further. She was practically against the floor now and actually felt horrible, as if she did something wrong. “What the hell do you think a slave is!?”

“I...I serve you...” The pegasus tried to say.

“Without question.” Fylo replied. “You don’t question me. You don’t defy me. You don’t even think. You are a tool I use. Your pleasure is obeying, being punished, and serving me. You’re not my slave. You’re just a fan. I hate fans and I don’t need them. Go do something else. I might get bored one day and want some fans.”

“No! Please! I’ll be a slave! I’ll be the perfect slave!” Rainbow Dash said, dashing over and falling on her knees in front of Fylo. “I won’t defy you ever again! I won’t even think!”

“If it was something minor, and between us, I might be inclined to believe you.” Fylo replied, looking apathetic. “You embarrassed me in front of another pony. I didn’t spend centuries of years as a statue just to be humiliated. Just looking at you annoys me.”

“Please! Please! I promise, I’ll never do it again!! I will never, ever, ever defy you again!! I will do whatever you ask, whenever you ask, no matter what it is!! Give me one more chance! Just one!! It’s all I need!!!!” Fylo tilted her head and sneered, as if she were unhappy that she was considering it. Rainbow Dash continued to beg, constantly pleading. After a few moments the crimson pony’s eye twitched.

“Just shut-up!!” She shouted. The pegasus fell silent, but stayed on her knees and looked very remorseful. The alicorn glanced out the window of the cloud house, thinking quietly. She finally turned back to the rainbow pony. The anger was gone out of her eyes, but in its stead was something chilling, as if she knew what she was about to say was heartless.

“Fine.” She began calmly. “I’ll give you a chance, one chance.”

“Thank you mistress! You won’t regret it!” Rainbow Dash shouted. Fylo held up her hoof, silencing her.

“You must do what you promised. You don’t defy me, disagree with me or even think about anything I don’t tell you to. Only then can you be a true slave.”

“I will! I swear!”

“Good.” Fylo leaned back, the cold gaze still in her eyes. “Jump out that window and keep your wings folded.” Rainbow Dash instantly flinched and went pale. Her house was high in the air, very high. Pegasi bones were also hollow and more delicate than earth ponies or unicorns. The rainbow pony had broken a wing before, but she had slowed her descent before hitting the ground. If she didn’t slow down... “Is there a problem?” The pegasus then remembered her promise. She would not question or disobey what her mistress said. She stood up and stiffened her back. She tried to appear brave, despite her queasy legs.

“No mistress.” Rainbow Dash said. “It was merely surprising.” She marched over to the window and jumped onto the sill. She folded her wings and kept them tight against her body. She took a deep breath and closed her eyes. She had to do this. She HAD to. With gritted teeth she took a tiny leap out the window, which was all she needed.

Despite trying to keep her eyes shut, she didn’t succeed. The rainbow pony stared at the ground that was rapidly approaching. Sheer panic gripped her as she could feel the muscles in her wings twitch, as if trying to move. She held them against her body with all of her might.

‘Hold...’ She begged to herself. ‘Hold...hold...hold...’ The ground was expanding beneath her, getting closer by the moment. Her wings were trying to flap, but couldn’t as long as they were pressed against her body. ‘Don’t...don’t...I can’t...I can’t...!!!!’ Every second she picked up speed and got closer and closer. Only a few seconds left now.

Five.

‘Don’t!’

Four.

‘I can’t fail again!’

Three.

‘Dammit! I’ll hold these wings down with my hooves if I have to!’

Two.

‘Hold! Hold! Hold!!!’

One.

‘I...I did it...!’

Rainbow Dash heard a thud, and then a series of loud cracks. The rainbow pony felt terrible pain, the worst of her life. It was all over her and completely consumed her. She could feel nothing else. All she could see was red. It filled her entire vision and she was otherwise blind. This only lasted a fraction of a second. The red then faded to black and the pain began to disappear. A numbness settled over her. She could feel her thoughts slipping away from her and she couldn’t keep them together.

“What do you know, she was loyal. Unbelievably dumb, but loyal.” That was a compliment. At least it felt like a compliment. In that moment, as the last of her thoughts slipped away, Rainbow Dash felt happy.

Fluttershy sat in silence on the floor for what seemed like forever. She gawked at her new dick, unsure of how to respond. It was yellow like the rest of her, apart from the pink head. She could see it pulse. With each twitch she felt a little pain, as if it were aching. Her heart was pounding and she had some confusing urge to thrust it forward. What was she supposed to do? What Rainbow Dash did with it...Fluttershy blushed. She couldn’t do that...no way!

She reached up with one of her hooves and gingerly touched the rod. Her entire body instantly jolted. She felt what could only be described as an electric shock run through her. For a brief second she felt relief from the throbbing and the pain. It was...enjoyable. The pegasus shuddered. She wasn’t sure if what she felt was a good or bad thing. What was she supposed to do about this? She couldn’t walk around with this thing protruding from her crotch. She would have to have somepony do something about it. She was limited in her options however. It would have to be somepony who was educated with magic and knew Fluttershy. She couldn’t trust just anypony...espeically with Ponyville being like it was. She couldn’t go to Twilight, not somepony she saw nearly every day. It would be way too embarrassing. She certainly couldn’t go to Fylo. There was no telling what the insane alicorn would do to her. That left only one pony...well, not “pony.” It was Zecora, the zebra mystic in the woods. She knew all manner of...unsettling things. Still, she lived outside the town and didn’t seem to talk with anypony much. It was probably her best bet. The yellow pony stood up. She could feel the rod bouncing in the air. Biting her lip in embarrassment she curled her tail between her legs and did her best to hide her new erection. She then began hobbling out of her house. She walked stiff-legged, careful not to even move her new organ. She waddled out of the house, heading towards the Everfree Forest.

As Fluttershy marched up to the rather imposing hut she counted her lucky stars. The forest was quiet today, with no foul or angry beasts to be seen. If she had been discovered she wasn’t sure what she would have done. Her new protrusion had not changed. It was still stiff as a board. She was pretty sure that a normal one was supposed to diminish after a while. There must be some manner of magic over it. She marched up to the door and slowly opened it. Fortunately, the zebra was in. She was bent over her cauldron, alternating between reading and pouring stuff into the concoction. She was deeply engrossed in what she was doing.

“Um...Z...Zecora?” Fluttershy said weakly. The zebra jerked her head around, surprised that somepony was there. Once she saw who it was she smiled in a friendly manner.

“Why hello there Fluttershy. What brings you by?” She asked in her usual way.

“Well...um...” The pegasus tried to say. She was blushing deeply, trying to get up the nerve. “You...you know about all kinds of spells, magic and things, right?”

“I have been to many places; I travel on a regular basis. On my journeys I’ve seen all kinds of things and the oddities that they bring.”

“Okay...I guess...” Fluttershy wasn’t sure exactly what that meant, but she would take that as a “yes.” “I...have this problem. It was caused by a spell. I was hoping you could help me.”

“I will do my best to help you. I won’t stop until it’s through.”

“You promise you’ll keep it a secret? I...I don’t want ponies to know about it...”

“I will keep my lips sealed. The secret I will never yield.” Fluttershy bit her lip and blushed nervously. She slowly stood up on her hind legs and lowered her tail. Zecora’s eyes widened. The erection now standing from between her legs was still tall and throbbing. The zebra marched over to get a closer look.

“Magic did this to you? My books I’ll have to review.” Zecora gazed around the rod, studying it up and down. “It is perfectly attached. It’s almost as if it matched. I can see it moving. The blood is even flowing. Who did this to you? It had to be somepony new.”

“It was...a crimson alicorn. She said her name was Fylo...I think.”

“Incredible magic this must have taken. An advanced sex and growth spell together if I’m not mistaken.” The striped mare reached up her hoof and touched the head of the erection. Fluttershy gasped through her teeth. What felt like an electric shock of pleasure flowed through her. It was even more intense than before, as it was somepony else touching it. The zebra ran her hoof down the length, peeling skin at the top back. She gazed at it intently. All the while the yellow pegasus shook and shuddered. Zecora lifted both of her hooves and gripped the shaft with them. She squeezed it, trying to see if it was sturdy. All it did was add to Fluttershy’s sensations.

“My books I need to study. Something on this there must be.” The zebra dashed over to her shelves and began rifling through her books. Fluttershy stood stone-still, her brain buzzing. Her dick was throbbing harder than ever. Her heart was pounding in her chest. The collar around her neck was practically boiling against her skin. She could think of nothing else but the burning desire growing inside of her. If simple touching made it feel that good...what would it feel like if it was inside of somepony...?

“Where did I put that book? Where is there left to look?” Zecora leaned all the way down to the bottom shelf. This caused her to stick her rump in the air. With the hair on her tail lower on the appendage than a pony’s, it gave the yellow mare a good view of what the zebra had between her legs. Unlike a pony’s, her lower lips were black. It made them look exotic. Fluttershy wasn’t sure why, but it just made them seem more attractive. The yellow pony licked her lips. She couldn’t think straight. All she could imagine was her yellow rod piercing those black lips and burying it all the way to the hilt. Her vision narrowed and all she could hear was the pounding in her head. Just like Rainbow Dash before her, she charged forward like a madmare. She collided with Zecora, forcing her face onto the floor. Fluttershy gripped the zebra’s hips and began thrusting wildly. She was so desperate that she missed the mark. Her sizable erection instead rubbed in between the zebra’s butt cheeks. She wasn’t able to focus enough to even correct herself, so she kept wildly moving. Zecora curled her head under so she could speak.

“Wait my little pony! Stop what you’re doing instantly!” She said.

“I can’t...I can’t...” Fluttershy said, panting. “I...I have to make it go down!”

“But you’re not at the right spot. Also, if I’m not wet it will be a painful shot.”

“Wh...what?” The yellow pegasus was briefly stunned. She...was going along with it? The zebra curled her body, putting her back against the bookcase. Her folds were now in Fluttershy’s face while her mouth was at the yellow erection.

“Let me take the lead. I’m quite experienced I’ll concede. I could actually use a sample. I’ll get it before we get too carnal.” Zecora extended her tongue and began swirling it around the head of the shaft. Despite being upside-down she teased the rod with expertise that only came with experience. The yellow pony gasped as powerful waves of pleasure washed over her. That pain that had been radiating from her dick this whole time began to disappear and was instead replaced with an incredible sensation. She reached out and grabbed Zecora’s hips, supporting her so she wouldn’t slip and fall. The zebra’s tongue poked beneath the foreskin and began rotating around the crown. Fluttershy’s hips twitched involuntarily. She had never felt something so good before. She wanted more, so much more. She thrust her hips, shoving her shaft forward. Zecora opened her lips, letting the rod pierce into her mouth. Fluttershy continued to gasp and shudder, enjoying every single new sensation. The zebra began sucking and bobbing her head. Every new movement sent the yellow pony into a new dimension of pleasure. What had been painful was now pleasure. The pegasus abruptly moaned as Zecora pushed the erection all the way to the back of her throat. It felt like a hot vice was coiling around her rod. It was incredible. Zecora then pulled her mouth free with a loud pop. Fluttershy gazed down, her face flushed and a desperate look in her eyes.

“Why did you stop?” The pegasus whined. The zebra turned up at her with a devious smile.

“Why should you get all of the attention? Help relieve some of my tension.” Zecora wagged her hips back and forth. Fluttershy realized that the zebra’s crotch had been in front of her face the whole time. Her black lips were even glistening with some of her juices. The yellow pony actually had no experience at this. All she knew about it was what Rainbow Dash had done before. She didn’t want Zecora to stop however. Her erection was beginning to pulse painfully again. The yellow pony began to lean forward slowly, nervously licking her lips. She extending her tongue and tried to emulate what she had experienced before. Her muscle began to lap at the slit. Zecora tasted foreign and spicy, but wasn’t actually bad. The zebra moaned quietly, enjoying the attention. This egged Fluttershy on. She stuck her tongue into the black entrance and began swirling around the insides. By contrast with the black lips, the inner flesh was bright pink and attractive. The zebra’s back legs wrapped around Fluttershy’s head, holding her close. Zecora resumed her attention to Fluttershy’s dick. She opened her mouth and began sucking eagerly. Both of them were moaning in pleasure. They continued their vertical 69 position, getting lost in the desire. Fluttershy began sucking on the pink insides, causing Zecora to shudder. In response, the zebra began sucking and bobbing her head on the erection. Her tongue expertly coiled around the rod as if it were a sweet candy. Fluttershy suddenly found herself enjoying Zecora’s taste. She lapped at the spicy juices, seeking and receiving more.

The yellow pony abruptly felt a deep desire rising up inside of her. Her erection began throbbing painfully again. She had an overwhelming urge to thrust her hips. She was unaccustomed to this feeling and couldn’t fight against it. She lifted her head from the folds and moaned. She began thrusting her hips wildly into the zebra’s mouth. Zecora’s head was against the shelf behind her. She relaxed her throat like an expert, allowing the yellow pony to please herself. Fluttershy whined each time her shaft moved. Sparks of pleasure danced across her body as her dick pierced right past the zebra’s throat. Her hips began shaking and her thrusts became even wilder. She could feel a tingling start to shoot through her hips. Every thrust brought her closer and closer to the final release she had been chasing this whole time.

“Something...something’s happening!” The yellow pony whined. “I’m...I’m....AHHHH!!!!” She shrieked like she was in pain, but was far from it. Her dick swelled and began throbbing even more powerfully. Instead of pain however, there were waves of pleasure. She could feel sperm shoot down her rod and erupt into the zebra’s mouth. Zecora began drinking it, but there was a torrent of it. Fluttershy’s new organ had been erect for so long that the amount it had to release was overwhelming. Despite her best efforts, the zebra couldn’t hold all the cum in her mouth. Some of it gushed out the sides of her lips. Through the whole thing Fluttershy quivered. She was staring at the ceiling with her mouth agape as stars exploded in her eyes. With every gush of her seed a wave of pleasure washed over her. It seemed like an eternity as her hips twitched and her juices squirted out of the zebra’s mouth. Her rod even twitched a few more times, despite the fact that it was empty. Finally, her orgasm began to subside.

The pegasus finally dropped Zecora and stumbled backwards, a trail of her cum following her. She took a few steps, panting and gasping. That was incredible. It was the most enjoyable thing she had ever felt. She gazed up to see that Zecora had fallen forward, her stomach on the ground. Fluttershy could see the zebra licking the excess cum off of her mouth, like it was candy. She got a good look at her lower lips as well, which were still engorged and excited, which the yellow pegasus suddenly found very attractive. She felt something else as well. Her rod was growing again. Fluttershy gazed down in amazement. It had been going limp up until a few seconds ago. Now it was coming to life again. Her mind was filled with images of Zecora’s large rump and luscious lower lips. Her dick was merely responding.

“My, what an active little guy. Ready for a retry?” Zecora asked. Fluttershy gazed up.

“Wh...what?” The yellow pony stuttered. The zebra smiled. She stood up and wagged her butt back and forth with her tail raised. She then reached around with one of her front hooves and pulled her pussy open, giving Fluttershy a good look at the pink inner flesh.

“My insides are still wanting. Or are you going to stop at taunting?” If her mouth felt good, what would that pink flesh feel like around the pegasi’s rod? Fluttershy felt her heart beginning to pound again and her vision narrow. She could feel the powerful desire to thrust her hips returning.

“A zebra? This looks like fun! Can I join?” The yellow pony was abruptly brought out of her stupor by a familiar and horrifying voice. She shrieked and jumped into the air. She whirled around and scuttled backwards, fleeing the door.

“Wh...what are you doing here!?!?”

“A crimson alicorn before my eyes! What a surprise!”

The Shy One in the Shadows III

“Wh...what are you doing here!?” Fluttershy cried.

“Visiting.” Fylo replied, appearing very relaxed. She was gazing around the cabin, fascinated by everything hanging on the walls. “I smelled a lovely scent coming from inside and I...” Fylo paused at a mask. She took two steps for a closer look. “Is that a Zebra fertility mask?”

“My, you have you have a good eye!” Zecora said. “You're the first to notice while stopping by!” Fylo turned back to the zebra, a glint in her eye.

“Have you ever worn it?” the alicorn asked. Zecora smiled and chuckled.

“At home few times I have had the occasion. I must tell you it brought me a lot of elation.”

“I bet it did, how many were with you at the ritual?”

“After they used the madness incense powder, there had to be dozens for hours.”

“You wouldn't happen to have the madness powder here, would there?”

“As a matter of fact...”

“HEY!” Fluttershy shouted. Both of the other equines in the room jumped and turned to the yellow pegasus. She appeared out of breath and agitated, likely due to the painful erection that was still throbbing between her legs. “Zecora! This is the alicorn that cast the spell on me! This...thing on me is her fault!”

“Is that true?” Zecora asked. “There's something I must ask you!”

“Hm? What?” Fylo asked.

“It is so well-made! How does it not fade?”

“Well, it's actually a combination of spells I worked on ages ago.” Fylo began, tapping her chin. “It's a combination of a male desire spell, a growth spell, want it/need it spell and attachment spell. Depending on what you want from it you can increase the power of each of them. The one for mine is high on growth and attachment, making it large and hard. I keep the desire and want it/need it low so I can control it.” Fylo motioned towards Fluttershy. “Hers isn't high on growth 'cause I figured since she's so cute and dainty, a smaller one would be cuter. I do have the desire and want it/need it high though.”

“I would say so! I just gave her a blow!” That statement made Fluttershy blush all the way to her chest. Fylo gave a devious, sideways glance at the shy pony.

“You don't say?” Fylo asked. “Well, since you denied me some pleasure earlier, we could at least share this lovely Zebra with each other.”

“Wh...what? No...I don't think...” Fluttershy tried to say.

“I certainly don't mind. This town was staring to make me feel confined.” Zecora said. Fluttershy started to back away.

“I...I don't think...” she stammered.

“Are you sure you don't want more? I have more places you can explore!” Zecora turned around again. She stuck her ass into the air and spread her lower lips apart. Fluttershy stopped dead. The zebra's insides were still moist. Perhaps it was because of her species, but the inside muscles were twitching tighter and looser. Fluttershy's mind started buzzing. What would it feel like to put that new rod of hers inside that coiling hole? There was no telling how good it would feel. Fylo walked closer to Zecora, giving Fluttershy an actual irritated look.

“It's rude to get pleasure without receiving.” the alicorn spat. Fluttershy gulped. She was actually starting to feel bad. Even though Fylo scared her, maybe she had a point.

“O...okay.” Fluttershy said. “But only because of Zecora.” Fylo rolled her eyes.

“Whatever. Stingy.” she said. She turned to the Zebra. “You've had it both ends, right?”

“Of course I have, it's my favorite! I've had many different stallions back home in my hut!”

“Good. Stand up.” Fylo ordered, standing up. “Miss stingy can take the front, I'll take the back.” Zecora appeared very pleased as she stood on her hind legs. She spread her pussy open. Fluttershy slowly walked forward, eyeing Fylo. “Now then, let's make sure she's ready to go. Use your tongue.” The yellow pegasus bit her lip and nodded.

Quite eagerly, Fylo pried Zecora's butt cheeks apart. The crimson alicorn buried her nose between them and started licking at the zebra's tight hole. Zecora shuddered and reached backwards, grabbing Fylo's hair. It was just as hot as her skin, almost like touching fire. Zecora was used to such heat however. Fluttershy stuck her nose into the zebra's crotch. She extended her tongue and began lapping at the juices that were leaking out. Zecora threw her head and began moaning. Fylo pushed her tongue into in her anus. She wiggled it around, ensuring that it was well lubricated. With every few moments she stuck it deeper, widening the hole, massaging it, and making it wetter. Fluttershy opened her mouth and wrapped her lips around the inner flesh. She began sucking on it. Zecora stuck her hoof in her mouth and bit down. She moaned against it. Her hips were beginning to shudder. They didn't seem to know which way to thrust, as both sides were giving her pleasure. She continued to shudder and shake helplessly, lost in pleasure. Fylo finally got her entire tongue inside Zecora. She swirled it around the fluffy insides expertly. Zecora's sphincter was perfectly relaxed and her legs were beginning to buckle. Fylo could see this and pulled out. Zecora whined as her butt wagged back and forth. Flutershy sensed something was different and backed away. The alicorn grinned, it was that sneaky smile that made Fluttershy feeling fearful.

Fylo pushed Zecora forward, back onto all fours again. She brought her sizable erection up to the zebra's back hole. Zecora moaned and wiggled her ass cheeks. She lifted her tail, making sure to give the crimson alicorn a perfect view. Fylo bit her lip in excitement and slowly started to push the large head of her dick into the tight hole. Zecora winced for a few moments until finally the rod popped inside.

“Damn...” Fylo muttered. “Your tightening around me like a vice.” Fylo shoved slowly inside, allowing the striped equine behind her get used to her girth inch by inch. Zecora grit her teeth together. Her backside had never felt so full before. Every time Fylo's massive rod moved a little inside, sparks of pleasure shot across her body. It was a slow and agonizing process. Finally the zebra could feel the boiling hot skin of Fylo's hips against her backside. Zecora let out a breath and relaxed.

“You are so big! How far can you dig!?” the zebra shouted. Fylo licked her lips.

“As deep as I want.” the alicorn replied. “You just keep coiling around me. Gotta love zebras. So experienced and uninhibited.” Fylo gazed up and saw Fluttershy in front of them. Her mouth was hanging open and she looked as if she were about to drool. The alicorn grinned. She gabbed Zecora and lifted her up. Fylo was now on her back with Zecora on top of her. Fluttershy could see the zebra's folds, which were actively drooling. The striped horse reached up and spread her lips open.

“You've waited long enough! Now stick in in my muff!” Zecora cried. She was beginning to sound desperate. Fluttershy gulped and quickly stepped forward. She gazed down at her yellow erection. She could see the veins on it throbbing powerfully. She brought the pink head to the open lips and touched it to the sensitive flesh. It was hot and slick. Fluttershy could take it no more. She lowly began sticking the erection inside. The shy pony's mouth hung open and her eyes widened as her dick plunged into the slick vice. Every inch was heaven as the muscles on the inside shuddered and coiled around her. When the pegasus finally bottomed out inside the zebra she gasped and her hips twitched. Zecora had thrown her head back and was already panting. She had never been so full before. Zebras couldn't even fill her this much.

“It's...it's...” Fluttershy tried to say.

“I have never been so full!” Zecora cried breathlessly. “This is such a thrill!”

“That's doesn't really rhyme.” Fylo said, chuckling. “Yellow girl, pull out for a second.”

“H-Huh?” Fluttershy said.

“We need to alternate.” Fylo replied, irritably. “We can turn her into a slobbering mess, she'll love it.” Fluttershy paused for a moment before nodding. Fluttershy slowly pulled out, feeling the flesh cling to her on the way. Finally, only her head remained inside. “Now, when I pull out, you thrust inside, got it?” Fluttershy desperately nodded. Fylo slowly pulled her own shaft out of Zecora's anus, causing the Zebra's body to shudder. As she did so, Fluttershy pushed herself inside. The zebra's back hooves curled as pleasure shot through her.

“More! More!” Zecora cried. Fluttershy and Fylo began building up a pace. Fluttershy was panting like a rabid animal. The zebra's insides were slick and constantly twitched and vibrated around her. The pegasus could feel a pleasurable tingling shoot through her dick with every thrust. It shot up her entire body. Fylo bit into Zecora's neck. Every time the alicorn thrust her own massive rod inside, the zebra's sphincter squeezed her, almost painfully so. Zecora was moaning and twitching constantly. She was in constant pleasure. Every thrust sent waves of pleasure through her body and there was no break between them. Both of them were increasing their pace with every second. Despite the fact that Fluttershy was half-crazed with pleasure, she managed to keep up a steady pace with Fylo. Both of them slapped their hips against Zecora hard, desperately trying to get their own pleasure. Fluttershy could feel Fylo's dick through the membrane that separated them every time she thrust inside. It was like they were rubbing their dicks together.

The pleasure was becoming too much for Zecora. Her moaning was turning into shrieks and her twitching was turning into flailing. The two ponies she was sandwiched between were treating her like little more than a sleeve to thrust into. The zebra was pinned, unable to move between the two of them pounding into her. Zecora could feel that familiar sensation creep into her. It was like a dam beginning to break, only this time it was much more powerful than she ever felt before. With the steady stream of pleasure pouring over her it didn't come in waves like usually did, it was just one long tidal wave building up in her body. Finally, she couldn't take it anymore. She shrieked at the top of her lungs and her body bowed as if she had been electrocuted. Fylo reached up and grabbed onto the zebra, afraid she might actually fall off. Her ass clenched so tightly that Fylo actually grimaced. Her inner folds clamped down and juices flooded around Fluttershy's erection. Pleasure shot right up into Zecora's brain, causing stars to explode in her eyes. Gush after gush poured out of her in successive waves as pleasure wracked her taught body.

While Fylo was completely still, Fluttershy didn't know any better. She continued to thrust away into the ever-tight hole. She could feel the tingling in her shaft grow and grow. The hot juices only made it feel even more intense. The pleasure swelled as Fluttershy's eyes widened and her body began to stiffen. She abruptly bit her lip and arched her back, feeling an eruption shoot through her. Her legs twitched as she thrust deep inside of the Zebra. She moaned as her dick trembled and gushed its seed. It quickly filled Zecora and overflowed onto the floor. With every throb of it emptying itself Fluttershy whined against her lip. Zecora finished her orgasm first and noticed that the cute pegasus was flushed, moaning and quivering. The zebra smiled at how adorable the sight was. She wrapped all of her hooves around Fluttershy and held her close as the pony shuddered her way through her climax. Finally, the yellow pony was done and she slumped.

“Oh...my...” Fluttershy moaned. She couldn't believe how good that felt. It was no wonder that Rainbow Dash went crazy when she had her own dick.

“You are so cute when you bray.” Zecora said. “I could hold you all day.” Fluttershy turned to the zebra and smiled. Zecora reached behind Fluttershy's head and pulled her into a kiss. The pegasus was momentarily stunned at feeling the tongue inside of her mouth, but she quickly relented. For several moments, they kissed gently, causing the pegasi's heart to flutter.

“Are you two quite finished?” asked an incredibly irritated voice. Fluttershy pulled away and her neck went stiff. It was Fylo and she sounded quite angry.

“Uh...well...” Fluttershy tried to say.

“We were just sharing a moment.” Zecora said. “No need to be so flippant.”

“Well I've had enough of ponies feeling good at my expense today.” Fylo growled. She abruptly gave Fluttershy a kick, causing the pegasus to shriek and take a small leap backwards. Rather roughly, the alicorn flipped Zecora onto her stomach. She held down the zebra hooves onto the ground. She growled into her ear and began pounding hard into her ass. Zecora's back arched and her head shot up. Despite the fact that she had just came, sparks of pleasure began shooting across her body again.

“W-Wait...I need a break!” she shouted, abandoning her rhyming. Fylo only answered by biting the zebra's neck like a dog would and thrusting harder. Zecora's entire body jerked and her anus clamped down with each thrust of the shaft inside of her. Fylo was drawing her entire shaft out, only thrust the whole thing inside in a split-second later. It was like she was trying to drive Zecora into the ground. Fluttershy watched with fascinated eyes. She could feel her own erection beginning to stir again, seeing the lust-filled eyes that Zecora had. The zebra was clawing at the ground, feeling the heat build up inside of her body once again. She bit her lip as Fylo growled into her neck. The alicorn could finally feel the tingling that she had desired all day beginning to build in her shaft. With every thrust it grew like a tidal wave. In a moment there would be nothing but a torrent. Zecora began to stiffen, feeling her body ready to erupt again.

“This...is going to be big!” Fylo warned. Zecora opened her mouth and moaned. Pleasure shot through her again. A throbbing sensation shot through her, sending stars into her eyes again. She shuddered with every wave as tiny squirts of liquid came out of her. It was the second orgasm in a matter of moments. In her weak state all she could do was whine and shake helplessly. Her anus clamped down tightly onto Fylo's rampaging erection. It was enough to drive the alicorn over the edge. She screamed into Zecora's neck. A torrent of sperm erupted from Fylo's shaft. She thrust herself as deep as she could into the zebra's anus. The flood of semen overflowed in a matter of moments, squirting around her dick and onto the floor. For what seemed like forever, Zecora feltthe deluge of fluids flill her up to the brim, only to squirt out around what was plugging her. The zebra was actually afraid she might overflow to the mouth with the amount the alicorn was putting out. Finally however, Fylo released her neck, which now had a deep bite mark in it, and pulled out. A gush of semen followed after her. Zecora took a few moments to regain her breath. She then stood on wobbling legs, seed flowing from both her ass and her pussy.

“Did you not hear my plea?” she asked. “I thought you were going to kill me!”

“i was tired of being ignored.” Fylo replied casually.

“I can't take it anymore, it'll have to come out on the floor!” Zecora grimaced a little and pushed. A huge torrent of jizz that was still inside of her erupted out of both her front and back. It instantly created a pool onto the floor. It actually took a few moments for her to become empty. She then sighed relief and collapsed onto the floor. Fluttershy had seen the whole thing. Her pupils were very small and her erection was throbbing painfully again. She wasn't sure why, but the whole display turned her on. The yellow pegasus had just learned about a creepy fetish she had, but she was too horny to be worried about. Zecora was lying on her side, which still gave the pegasus an excellent view of her oozing folds and ass. Zecora finally noticed that somepony was drilling holes into her plump bottom. She turned and spied the shy pegasus, looking more like a mutt in heat than a pony. The zebra grinned. She put her face to the floor and stuck her ass in the air.

“I believe this is where we were before.” she said. “Before we made the stuff on the floor.” Fluttershy gulped. She gazed over at Fylo, who was reclining on a table. She still had a huge erection, but she appeared casual now, her head supported by her elbow. The alicorn merely waved.

“Oh, do go on.” she said. “I love a good show too.” Fluttershy licked her lips and trotted over. She gripped either side of Zecora's rump and positioned her erection at the entrance again. With a lot less gentleness than before, she thrust inside. The yellow pegasus gasped and threw her head back. Zecora's fluids and her own coated the insides and made them even slicker than before. Fluttershy leaned over the zebra's body and began thrusting away inside of her from behind, much like an animal would. Zecora grinned and let out a pleasurable grunt with every thrust. Fylo watched passively. Fluttershy had no real technique. She was pounding away like some mad pony. It was like watching two inexperienced animals hump each other, which had it's own amusement in a way. Fylo then saw something dripping onto the floor. She turned her gaze to Fluttershy. Her folds were juicy and drooling, reacting the pleasure her body was overflowing with. Fylo grinned evilly. She silently crept up behind them. Fluttershy was completely out of her mind and unable to notice anything around her. Fylo abruptly grabbed her from behind.

“Wait...what are you...!” Fluttershy stiffened and shrieked. Fylo's boiling hot rod plunged into her folds in one powerful thrust. The pegasus shrieked and looked around at her backside. Her eyes were as wide was they could go. “What...did you...” Fylo leaned forward and grinned, their faces incredibly close.

“Joining in on the fun.” Fylo stated flatly.

“Oh my, this is great!” Zecora cried. “You're now in a much harder state!” The zebra bit her lip and wiggled her ass back and forth. Enjoying the fuller feeling.

“But...I can't move...” Fluttershy said ina weak voice.

“Sure you can.” Fylo replied. “Just thrust in when I pull out.”

“Huh...?” Fluttershy then shrieked again. Fylo pounded into Fluttershy hard, causing her stiffen. A wave of pleasure shot up Fluttershy's spine. After a few times of their hips slapping together the yellow pegasus still hadn't moved. “Not moving? That's rude.” Fluttershy bit her lip. She waited for Fylo to pull out of her and she thrust into Zecora, who yelped in pleasure. When the pegasus pulled back out though, Fylo pounded her shaft inside of her. It hit her even harder and deeper than before now that they were moving against each other. Fluttershy shrieked in pleasure. She started following the pattern, getting pounded with pleasure each time she moved, either backwards or forwards. She was caught in her own sandwich. They continued to bounce off of one another, juices gushing in all directions, and all of them groaning. Zecora could feel Fluttershy's dick much harder now that Fylo was inside of her. The yellow shaft was smashing into her, causing every nerve in her folds light up. She was shivering and shuddering with every thrust, enjoying the pleasure once again. Fluttershy was now feeling what Zecora did earlier. No matter how she moved, she felt a rush of pleasure. When she thrust into the zebra she could feel the hole clench onto her shaft. When she pulled out, Fylo pounded into her, sending sparks across her body. It was like they were lighting a fire inside of her and it was growing with every second. Fylo could could feel Fluttershy starting to quiver. The pegasus was beginning to lose control as something massive was coming over her. Fylo couldn't wait to see her shriek and flail.

Fluttershy could feel the tingling crawl over both of her parts. She could feel a climax even bigger than before building up. Her dick was twitching and her pussy was quivering. It felt as if every part of her body was about to burst.

“I'm...I'm going to...I'm going to...!” Fluttershy shrieked.

“Me too!” Zecora cried.

“And me!” Fylo cried. They all desperately pounded against each other for several moments. Then Fluttershy screamed the loudest she had ever in her entire life. Her dick twitched and throbbed, erupting seed. Her folds clamped down tightly and squirted onto Fylo. She came from both sides at the same time. Her wings spread to their maximum extent as the tingling shot through her entire body. Feeling the powerful gush of semen into her was enough to push Zecora past another climax. She grit her teeth and moaned against them. She squirted yet again, Fluttershy and her fluids mixing together and dripping onto the floor. Fylo growled and let loose another massive deluge of sperm. It quickly filled the yellow pegasus and instantly overflowed. All of their fluids cascaded onto the floor and pooled underneath them together with the others, making even a larger puddle. All of them went stiff and began shuddering and shaking. They looked like a pile of ponies having seizures, but instead of pain they were in pleasure. For what seemed like an eternity they all gyrated wildly against each other. Finally, the gushing fluids abated and they began to pant. Fluttershy was losing her legs. Her tongue was hanging out of her mouth and she was drooling. Fylo backed away from her, knowing what was about to happen. By contrast, Zecora, who still had a little strength, whriled around. The yellow pegasus collapsed and Zecora caught her. Both of them flopped onto the ground, landing in the pool of fluids and jizz they had made. Fylo sneered, slightly in disgust, but was kind of surprised by what happened next.

Zecora smiled and chuckled as Fluttershy twitched and panted. The pegasus lifted her head, her eyes still glazed over. Both of them were soaked in the fluids they had just emitted along with sweat and drool. Zecora reached up with her soiled hoof and rubbed Fluttershy's face, getting even more of the fluids on her.

“You are so adorable.” the zebra said. “Especially doing something so carnal.” Fluttershy grinned slightly.

“Zecora...thank you so much.” the pegasus said. Fluttershy leaned down and despite both of them completely soaked in jizz, mashed their lips together. They enveloped each other with their arms and legs. Their drool went everywhere as their tongues coiled around each other.

Fylo was planning on mocking Fluttershy when she fell. It was like a pig falling in mud, only instead of mud it was semen and fluids. Instead of mocking them however, she stopped. They didn't care. They didn't care that they were filthy, they didn't care that they had been humiliated, and they certainly didn't care that Fylo was watching them. They cared about each other so much that they didn't care about anything else. They only wanted to love each other.

Fylo frowned and stiffened. An old feeling crept up inside of, a very old feeling. Perhaps it was the oldest one inside of her. It was cold and angry, but wasn't directed at them. It was about somepony else. Somepony she desperately wished she could forget, but couldn't. It was probably why Fylo always wanted somepony to follow her. Somepony...who was very loyal...

“Dammit.” Fylo muttered. Fluttershy separated from Zecora, looking incredibly grateful.

“You're really good at that.” the pegasus said.

“I've had some practice in my den.” Zecora replied. Her hoof reached down and touched Fluttershy's erection, which had grown again. The pegasus moaned and shuddered. “My, look who's ready to go again.”

“Oh god...I can't seem to stop...” Fluttershy whined.

“Go ahead, I love being bred!” Zecora guided the shaft back to her folds, which were overflowing with jizz yet again. The pegaus couldn't care less. She shoved herself inside, gasping and moaning.

“It's...still so hot and tight...” Fluttershy moaned. The zebra only smiled. She licked the yellow pony's neck. She then gazed up.

“And what about Fylo...?” Zecora paused and looked around the room. “Wait...where did she go?”

~*~

Rainbow Dash opened her eyes. She wasn't sure where she was. She felt...well...she felt nothing. She was numb all over and it was like she was floating. She couldn't even feel herself breathe. The weird thing was, she didn't feel the need to do so. Abruptly she saw Fylo's face, but it was distorted somehow. The rainbow pony tried to open her mouth, but found it didn't work.

“Don't talk.” Fylo said. Her voice sounded as if it were hollow and filtered through something. “You're in your bathtub. I enchanted the water to help you heal. I barely got to you in time. You have proven your loyalty...for now. Just rest and heal...so that you can serve me better and faithfully from now on.” Rainbow Dash wanted to affirm those words, but couldn't move or speak. Instead she blinked a few times to let Fylo know she heard her. She closed her eyes to obey her mistress. She had redeemed herself in her mistress's eyes...and that made her heart soar.

~*~

That night, Rarity found herself in a back alley, behind one of the local clothing stores. She was holding a huge pile of her clothes in her arms, looking distraught. The store owner had thrown her clothes back at her.

“But why!?” Rarity cried. “I put a lot of time and effort into these! I'm sure they will sell!”

“I decide what gets sold!” The stallion replied, folding his arms. “I don't want them!”

“But...this is my livelihood!” Rarity cried. “This is how I make money!” An evil smile came over the stallion's face.

“I'm sure we can work out...another deal...” he said.

“Wh...what do you mean?” the unicorn replied.

“Very simple, you use that pretty mouth of yours, and I'll sell your dresses.” Rarity was shocked. The store owner had never acted this way. He was a married stallion with foals and had always been so nice. She didn't understand his sudden change in attitude. All the stallions in town had suddenly become so aggressive!

“But...but I...” Rarity tried to say.

“Hey, if you don't want to do it, you don't have to.” the stallion replied, grinning. The unicorn gulped. This store was her biggest buyer. She couldn't afford to lose this place!

“O...okay...” Rarity said. The store owner cackled. He stood up to reveal that his sizable shaft was already growing to full mast. Rarity dropped her dresses and reluctantly trotted over. She looked at the dick as if it were going to shoot her. She paused, her eyes wide. She couldn't believe this was happening.

“I don't have all night!” the store owner declared.

“But...I don't...” Rarity stated.

“What? You've never done this before to get on the runway?” the stallion barked.

“Well...that was...I didn't know them...”

“Well you know me. Open your damn mouth.” Rarity was taken aback. With a lot of reluctance she opened her mouth. The store owner grabbed her head and shoved his shaft inside. With huge eyes, Rarity felt the rod hit the back of her throat. She opened her throat and didn't gag. The stallion grinned from ear to ear. “You've got experience at this! What a little slut you are!” He began to pound his dick into her mouth, moaning like a beast.

On top of the building on one side of the alley was a bright red alicorn. She was reclining on the edge of building, watching the display. The emptiness that had been in her eyes earlier were gone, and replaced with that evil glint.

“Oooohhh...” Fylo whispered. “What a little slut! Well, there's only thing to do with whores.”

The Fashionista in Her Studio

Author's Notes:

A/N: This isn't my best work, sorry about that. Also, CHECK THE BLOG. SHIT BE GOING DOWN.

In the dead of night Fylo slipped into Rarity's room. The unicorn had locked her window, but it wasn't anything a little magic couldn't fix. The alicorn floated into the room, carefully avoiding the sleeping cat in the corner. She silently landed next to the large four poster bed. Rarity was curled up with her covers. She had apparently been crying after what the store owner had forced her to do earlier that night. Fylo rolled her eyes. Apparently it was fine for Rarity to have sex with strangers to get her designs featured on runways, but not fine with ponies she knew. The alicorn was unmoved. She then grinned from ear to ear. This was going to be glorious. Maybe not for Rarity, but Fylo would think it was hilarious. Her horn lit up and a collar materialized out of thin air. The collar slipped around Rarity like a snake and hooked onto the unicorn's neck. It was secured and sealed. Fylo then lifted up her hoof and tapped her chin. Exactly how did she want to do this? After a few moments she grinned once again. Her horn lit up and the collar glowed. It briefly flashed red, indicating a curse. Then a series of arrows and hearts pointed at the collar, indicating a want it/need it spell. The magics mixed and Fylo chuckled. Tomorrow would be a fun day for Rarity.

Fylo turned around and froze in her tracks. Opalescence was awake, standing in between her and the window, and was glaring at her. Fylo's face fell and her eyes widened. The cat had her back arched and appeared very angry. It was a cat...Fylo hated cats.

“Uuuuuhhhh...” Fylo began. “Good kitty? Niiiiice kitty?” Opal opened her mouth and hissed. “Ah shit.” Fylo leaped over the cat and attempted to dive through the window. She got caught in the windowsill instead. Opal hissed and screamed. She jumped and sank her claws into Fylo's rump. The alicorn yelped and flailed in the window. After several moments of desperate squirming she fell out of the frame, falling the two floors to the ground outside. The cat stood on the windowsill, swiping and hissing. Fylo shouted curses at the animal as she quickly flew away. Opal licked her paw in satisfaction. Rarity didn't even wake up. Instead, her dreams were suddenly filled with disturbing visions.

~*~

Rarity opened her eyes, sat up, and yawned. Morning light was streaming through her window. She wiped her eyes and began to attempt to straighten her wild hair. She had a bad day yesterday. She could only hope that today would be different. She looked over and saw that her window was open. That was funny, she could have sworn that she closed it before getting into bed. Sitting in the windowsill was Opal, glaring at the outside.

“What are you doing?” Rarity asked. Opal only growled in a low voice. The unicorn got up and trotted over to the window. She closed and locked it. Only then did Opal leap down from the windowsill, settle back into her bed, and lick herself with satisfaction. The pony then walked into her bathroom. She turned on the light and looked at herself in the mirror.

“What the?” she exclaimed. There was a collar around her neck. She was certain it wasn't there last night. She was sure she didn't put it on. It totally didn't go with her image. On top of that it was an ugly fashion statement, mostly worn by teens trying to anger their parents. She reached up to the small buckle to undo it. Much to her frustration, it wouldn't budge. She used both of hooves, but it was completely stuck. It wouldn't budge, like it was stitched to her skin. Rarity growled and attempted to use magic. Much to her chagrin, that also didn't work. The collar seemed to deflect it. Rarity sighed. This had to be a one of her friend's tricks, maybe Pinkie or Rainbow Dash. She would get them to take it off later. She reached over and started her shower. The only thing she really needed really needed right now was to throughly scrub all the memories off herself. Once the water was sufficiently warm she stepped inside and began letting the hot water cascade down her body.

The past few days had been crazy. All of the stallions in town had suddenly become jerks and perverts. Whenever Rarity walked down the street she could feel their eyes digging into her ample rump. They would stare at her, lick their lips and mutter among each other. They were all like panting, horny dogs that were circling her. Then last night...the store owner blackmailed her. She didn't have a choice. Right about that moment, Rarity turned around and let the water run down her back. A stream of water went through her butt cheeks and dripped onto her nethers. Abruptly, the unicorn shivered. She could feel the tingling sensation briefly go up her spine.

“Ooooh...never had it feel that good.” Rarity said. She picked up her bar of soap and began rubbing it all over herself. Her mind was stuck on the image of those leering stallions. It was like they wanted to tear her apart, and if she were alone for a moment they would all jump her. Rarity rubbed her soapy hooves over her chest. She could feel a new rush of sensitivity run over her. Her nipples tingled gently with the touch of the slick hooves. The unicorn rolled her eyes and sighed gently. The collar around her neck began to feel hot, but that was the least of her concerns. All Rarity could think about was the rough hooves of stallions running all over her body. They would grab her, molest her, and stroke her. Even as she resisted they would kiss her, bite her, and lick her. Rarity was directly rubbing her nipples with her hooves. Now her entire body was hot. Her fold between her legs were starting to throb. She lowered her hoof that was holding the soap to her lower lips. She began rubbing the bar along her slit, biting her lip and shuddering. She could feel the sparks of pleasure running over her body as her breath turned ragged. She leaned over and put her free hoof on the shower wall. The hot water continued running down her body.

Rarity could see the stallions pull out their dicks and encroach on her. She was surrounded. She could feel their warm bodies close in on her. She could smell their heady musk. Rarity whined as she shoved the soap inside of her. She could see one of the stallions grab her by her ass. He shoved his large shaft into her. Rarity began rotating the bar inside of her. Her face began to flush as waves of pleasure ran over her. A mix of soap and juices began to leak onto her hoof. Her hips began to shudder and were moving back and forth. The stallion behind her was pounding away. Rarity could practically hear the wet slapping of their flesh. All the other males were stroking themselves, slowly bringing their shafts closer and closer. Rarity whined against her teeth. She shoved the soap as deep as it could go, sending a shower of sparks across her body. She could hear the stallion growl into her ear. He pushed himself as deep as he could and erupted. Rarity gasped and screamed at the ceiling. Her insides shuddered and a shower of juices squirted out of her. The soap shot out like a bullet and bounced onto the floor of the shower. Her hooves dug into the shower wall as pleasure reverberated across her body. She could see all the stallion dicks around her erupt, showering her with sperm. For several moments, Rarity happily cavorted in joy around the dicks. When it finally ended Rarity slumped and stared at the drain. A mix of soap and her own fluids were circling around it.

“What...was that?” Rarity asked. Did she...just get off on the thought of being with a lot of random stallions? She had never had such feelings! The collar around her neck continued to feel hot. The unicorn gulped, reached up and touched it. It was the collar! She had to get it off! Rarity quickly began washing herself, before she could get aroused again. Now she was scared. She had a few errands to run today...what would happen if she met any stallions? She took a deep breath. She could control herself. She was a strong mare with high self-esteem. She could take this.

~*~

An hour later, Rarity was walking through the streets of Ponyville. The past few days mares had become scarcer in public. They were getting afraid of leaving their houses. Because of that the stallion vendors and workponies were instantly ogling Rarity, far worse than before. Their eyes were now deadly serious. They wanted to rip her apart, in more ways than one. Rarity could feel the collar around her neck vibrating. It was a different sensation from when she was in the shower. The unicorn quickly trotted inside her first stop. It was the fabric store. Much to her shock, inside there was a clutch of stallions, all muttering amongst each other. When she took a step inside they all turned their heads. Their eyes were like that of hungry predators. The atmosphere in the room increased tenfold. She had no doubt that if she stayed in there they would jump her. The unicorn turned and left. She froze once she took a few steps outside. There were several stallions standing on the street corner. She recognized them from a few streets over. They were following her.

Rarity gulped before turning and breaking out into a dead run. She didn't know if they were following her, but she ran as fast as she could. She twisted and turned down the streets, looking for a place to hide. Finally, she saw what looked to be a tight alley. She dived into it and quickly hid behind a stack of boxes. She remained as silent as she could while trying to catch her breath. After a few moments, she heard the hoof beats of several ponies running by the alley. After that there was silence. Rarity collapsed onto the ground and gasped for air. She was now sweaty and exhausted. This venture was a terrible idea. She should have never stepped out of her door. She would have to sneak back home now. Just as she was thinking that, she heard a door open.

A stallion employee of the business on one side of the alley emerged. He was carrying a box. Rarity stiffened as he walked over and placed it on top of the others. There was no way for her to hide. The stallion spotted her. He froze once he saw her. Then that hungry look appeared in his eyes. He had copper hair and a red coat. He was also a draft horse, with large muscles, shoulders, and hooves. When he saw who was hiding behind the boxes he grinned widely.

“Well, well, what do we have here?” He asked. Rarity's mouth moved, but no sound came out. The stallion was directly between her and the exit of the alley. To her back was a wall. There was no way to get away. The stallion began trotting forward, causing Rarity to try and back up. She attempted to use magic, but it wouldn't work. Her collar began heating up, and her pussy began to ache. The white unicorn was horrified. She was getting off on this.

“You know, I always thought you were the prettiest pony.” the stallion said happily. Rarity's butt hit the wall behind her. “Oooh, nowhere to go huh?”

“I...uh...please...don't...” Rarity began. The stallion sniffed the air around the mare.

“I love that sweaty scent you have.” he said. Rarity's eyes twitched back and forth. She attempted to take a running leap. The stallion easily reached out and seized her. The unicorn fell flat on her face, her rump in the air. The male snickered. As Rarity groaned in pain he seized her butt and shoved his snout between her legs. His nose went between her lower lips, causing Rarity to shriek. Pleasure suddenly shot up her spine. The stallion began sniffing deeply, getting a good smell of her fluids and sweat. Rarity looked back and saw that it was clearly arousing him.

“What a perfect smell.” he said.

“Please...don't...” Rarity whined, not sounding the least bit convincing. The stallion stuck out his tongue and began lapping at her folds. Rarity shrieked as her pussy erupted in pleasure. Her flower began leaking fluids actively and the stallion happily licked them up. His tongue roughly circled her inner flesh, teasing her. Rarity's hips quivered with every movement of his muscle. He backed away a bit and moved his entire tongue along her slit repeatedly. The mare covered her face with her hooves as she whined helplessly. When the stallion saw that she wasn't trying to escape he moved one of his hooves up and began circling it around her clit. Rarity screamed against her hooves. Eruptions of pleasure were shooting across her body. Her folds were drooling in joy and the stallion was eating it up. The stallion inserted his tongue into her as deep as it could go. Rarity's eyes shot open. She could feel heat beginning to radiate through her insides. The stallion began rotating his tongue around, covering a large area inside of her. The waves of pleasure began increasing with every movement of his muscle and his hoof continued to tease her pearl, both expertly. Rarity's spine began to stiffen and arched. Her hooves dug into the ground as her body throbbed harder and harder.

“No! I'm going to...going to...” Rarity grit her teeth and screamed. Her entire body twitched as her folds squirted out fluids. Powerful sparks of pleasure ricocheted across her body. The stallion sandwiched the lips on his face to her lower ones. While Rarity screamed and shook, he sucked on the flesh and drank what she was squirting. He held her in place as her orgasm rocked her. When it finally subsided Rarity slumped. The stallion held her rump in the air as he lifted his head. He licked around his mouth, making sure he got all of her juices. He sniffed the air around her ass. The smell of sweat and sexual juices hung thick around her. It was a visceral, wild scent that drove him crazy. He grinned from ear to ear and leaned over her body. He put both of his hooves on either side of her waist. He lined up his throbbing dick with her dripping folds. He put the head against her slit. That seemed to snap Rarity out of her stupor.

“Hey! Wait...what are you...!” she began. She didn't get to finish. The stallion thrust his shaft completely inside in a single movement. Rarity shrieked loudly. Her insides felt completely stuffed. She turned her head, her eyes completely wide. “You...what did you...stop it...” she tried to say. The stallion leaned over and mashed his lips against hers. Rarity tried to resist, but all her strength was gone. She felt the stallion's tongue wiggled around her mouth as she simply submitted to it. He separated, sending saliva everywhere. He was grinning happily, as if there wasn't anything wrong.

“Call me Brawny Lifter.” he said. “Say my name.”

“B...B...Brawny Lifter.” Rarity said quietly. The stallion pulled his long shaft out of her before thrusting it back inside roughly, casing Rarity to moan.

“Again.” he ordered.

“Brawny Lifter.” Rarity said a little louder. The stallion pounded into her again, causing the unicorn to yell again.

“Again.” he ordered with a laugh.

“Brawny Lifter!” she shouted. He thrust inside again. “Brawny Lifter!!” Their hips slapped together with a wet sound. “Brawny Lifter!!!!!” He cackled as he thrust into her so hard that her hips jumped into the air. “Brawny Lifter!!!!!!!!”

“Good!” the stallion cried. He reached out and seized her hair. He pulled her hair back, causing her to lift her head and wince. Somehow, even that seemed to get her off. “Who owns your ass?” Rarity grit her teeth, trying to hold back her voice. The stallion pounded her ass again, causing her to yelp. Pain and pleasure were mixing together and driving her crazy. “Who!?” Rarity whined as tears began leaking out of her eyes. They were of shame, agony...and pleasure.

“Brawny Lifter!” she finally shouted. “You! You own me!”

“Damn right.” the stallion said happily. He abruptly picked Rarity up and put her back to one of the alley walls. He mashed their lips together again, shocking the unicorn. He held her up by her hips and her back legs splayed apart. With powerful thrusts, Brawny Lifter pounded into her. With her back to the wall, Rarity couldn't do anything but hold on to him. Every time his dick ravaged her insides it came away more juices on it. The fluids started to drip onto the ground underneath them. Rarity moaned his mouth, desperate for it not to feel good. Instead every time he stabbed into her folds a shower of sparks washed over her body. Brawny had a perfect angle. When he pulled out his entire shaft came out, save for the head. Then with all of his might he would slam himself inside, each time having his ample balls slap against her ass. Rarity could feel his entire shaft rub against her sensitive insides. It was sweet torture and it was driving her crazy. He was so large that her folds actually stretched to accommodate him. Rarity's eyes rolled as she wrapped all over hooves around his muscled body. Brawny apparently greatly enjoyed this as he chuckled against her mouth. He inserted his tongue into her orifice. Mindlessly, Rarity returned the gesture. They sloppily made out as Brawny pounded away into her.

Rarity couldn't hold it back. The collar around her neck was piping hot, along with her body. Waves of pleasure were washing over her. She could feel those waves building in her folds. Brawny didn't slow for a moment. Each of his thrusts pushed her closer and closer to the edge. He could feel her insides quivering around his dick. He released her mouth, wanting to hear her moans. He leaned up to her ear as she moaned at the sky.

“That's right.” he said with a grin. “Moan like a whore. Cum around the dick that owns you.” Rarity wanted to deny it, but her body was already shaking. Her eyes rolled in her head and she stuck out her tongue. Her pussy clamped down onto the dick inside of her as pleasure erupted across her body. Her juices gushed around his dick as she moaned even louder. Brawny didn't stop his thrusts. Rarity's arms and legs stiffened and her entire body quivered. The pleasure rocketed to her brain, causing stars to explode in her eyes. For what seemed like an eternity, Rarity was lost in pleasure. Brawny greatly enjoyed her hot juices and her tightening folds. He could feel his own climax building. Rarity's folds were like a hot vice, trying to milk the semen out of him. He was happy to oblige. His hips began to twitch with his thrusts and he grit his teeth. He felt his legs tingle as the pleasure built in his shaft.

“Gonna cum...” he growled. It was the only warning Rarity got. The mare tried to say something to get him to stop, but she was still recovering from her own orgasm. He didn't even attempt to pull out. He pounded into her several more times and then groaned loudly. The unicorn could feel his dick swell and then erupt inside of her. It was like a flood of magma gushed into her. The mare screwed her eyes shut and shivered. She tried not to enjoy it, but her body wouldn't obey. Feeling his hot sperm flood into her was somehow incredibly pleasurable. It seemed to last forever. She could feel herself fill to the brim after only a few squirts. His seed then squirted out around his dick and cascaded onto the ground, to join her own fluids. He shuddered against her, enjoying every single moment of his climax. Finally he sighed and his flood of sperm stopped. Rarity went limp, her mouth hanging open. How did that happen? She just...gave in to him. She didn't even put up a fight.

Brawny chuckled, turned around and dumped her on the ground. Much to Rarity's surprise he turned her onto her side, lifted one of her legs, and brought his erection to her folds, which oozed with his semen.

“Hey...wait...I'm not...” she tried to say. She hadn't fully recovered from her own climax yet. Brawny ignored her and slammed himself inside. The mare yelped. An eruption of pleasure shot up her spine, causing her to be overwhelmed by the sensation. Brawny only chuckled.

“Well I'm not done.” he said. He held onto her leg and began pounding into her again. Rarity bit her lip as tears leaked out of her eyes. It was too much. Her body was drowning and she was losing herself again. She began panting like a dog, with drool coming out of her mouth. Right now, she was nothing more than the stallion's cock sleeve. He was using her body to satisfy his own lusts, and her body was loving it.

Something abruptly broke her out of her stupor. The door to the business that Brawny Lifter had originally walked out of opened. Another stallion walked out, this one a lot smaller however.

“Jeez Brawny what's taking so...whoa!” the stallion said, his mouth dropping open. Rarity made a tiny whine and covered her face with her hooves. Brawny only laughed and didn't stop thrusting for a second.

“Just enjoying my little fucktoy.” he said delightfully. The new stallion was a regular pony and was much younger, perhaps still a teenager. He had yellow hair and a green body. His eyes were filled with lust and he was licking his lips. Rarity continued whining and moaning as Brawny thrusted inside of her. The older stallion grinned.

“Want to join in Charger?” he asked. Rarity gasped and turned to look at him. He seemed to ignore her.

“What...can I?” Charger asked.

“Sure, she's got an open mouth.” Brawny replied, chuckling. Charger licked his lips and quickly trotted forward. Rarity could see that he already had an engorged member.

“Wait...please...I don't want...” Rarity tried to say. Her begging once again fell on deaf ears. While she tried to talk, Charger grabbed her by the back of her head and shoved his shaft inside of mouth. Rarity shrieked in surprise. He wasn't as big as Brawny was, but it was still sizable. Charger instantly moaned, greatly enjoying the wet, warm orifice that his dick was in. It was only a few moments before he shoved it even deeper inside. Rarity barely had enough time to relax her throat as his shaft went down her esophagus.

“Wow...it's so tight and wet...” Charger moaned.

“Tell me about it.” Brawny said chuckling. Both of them began thrusting into Rarity in rhythm, at the same time. Every time they did so, Rarity felt completely stuffed. She had to focus on breathing in time to their movements. She couldn't give any attention to controlling herself, so her body acted on its own. Her hips began moving in time with Brawny's thrusts, meeting his thrusts as he slammed into her. Her tongue swirled around Charger's shaft as it plunged into her mouth. Both of the stallions were moaning in apparent bliss. Rarity felt as if she were going crazy. The pleasure in her body was rampaging out of control. She was somehow enjoying this. Because her insides were even slicker than before, Brawny was moving much faster. The friction of their flesh rubbing together was sending sparks of pleasure across her body. Her back legs shook and twitched as the waves began building up inside of her. She couldn't believe that she was getting off again.

“Is she enjoying this?” Charger asked excitedly.

“Oh totally.” Brawny replied. “Look at her twitch.” Rarity's eyes began to roll again. The unicorn was completely sandwiched between these two stallions, unable to fight and unable to move. Her entire body began to arch as the waves of pleasure were running over her. She could feel the familiar build-up inside of her body. She moaned hard against the shaft inside of her mouth. Charger shivered and grinned.

“Wow.” he said. “That felt great.”

“Yeah?” Brawny asked with a smile. “Check this out.” The older stallion began to rotate his hips with his thrusts, adding even more friction with the flesh inside of the mare. Rarity moaned again, much to Charger's delight. He thrust his hips against her face with every single one of her moans, enjoying the way her throat vibrated. Rarity couldn't fight it. Her insides throbbed as her body climaxed again. She screamed against the dick inside of her mouth. Charger groaned in pleasure as his thrusts into her face became erratic. Brawny grit his teeth and threw his head back as Rarity clamped down around him. The mare squirted juices around his dick again. It was enough to push the stallion over the edge, as he erupted inside of her again. A fountain of their fluids flooded out of Rarity and leaked onto the ground. After a few rapid thrusts Charger had his own climax. He rammed his dick as deep as it could go and gushed his seed. Rarity was being filled at both ends as all three of them shuddered and moaned in bliss. For several moments all of them looked like writhing animals, completely lost in their pleasure. Finally, each of them slumped.

“Hey Charger.” Brawny said, panting. “Pull out, you're going to suffocate her.”

“Huh? Oh! Right.” Charger said. He backed away, letting his shaft come out of Rarity's mouth. The mare coughed and gasped, rapidly trying to catch her breath. She was completely raw, used, and exhausted. Brawny pulled out and stood over Rarity, grinning gleefully.

“Damn, I needed that.” Brawny said. “I've been pent up for days now! Felt like I was backed up all the way to my eyeballs.”

“I know how you feel.” Charger said, catching his breath. “I've been so horny lately.”

“Well, at least we have a new outlet.” Brawny said chuckling. He gazed down at Rarity, who was finally coming back to her senses. “I think I'm ready to go again.” The mare twitched as she turned to him with wide eyes.

“Yeah...me too!” Charger said happily.

“Mind if I join in?” Both of the stallions jumped and jerked their heads around. Walking into the alley was a bright red alicorn.

“Who are you!?” Brawny asked.

“Fylo.” the alicorn replied casually. “Just noticed you were enjoying this whore, thought I would take a turn.”

“Oh...well...I guess, sure.” Brawny said. “I'm not going to argue with an alicorn. You here for the fall festival?”

“The what now?” Fylo asked, furrowing her brow.

“The fall festival.” Charger said. “Sometimes the princesses show up. It's to celebrate the harvest. Mostly only old people and kids go, they crown some kid the festival princess and everypony eats. It's really boring.”

“Really?” Fylo asked with a grin. She tapped her chin and gazed off into the street. “Perhaps the younger ponies would enjoy a different kind of “festival.” One where they could elect...a queen.” Fylo turned back to them. She instantly frowned. “Where did she go?” Both stallions appeared shocked and looked down at the ground.

“What the hell?” Brawny asked. He looked underneath himself before craning his head around the alley. “Holy...she disappeared!”

“She must have teleported.” Charger said. Fylo shot him a glare.

“Why didn't she do that before?” the alicorn asked irritably. Both of the stallions glanced at each other before shrugging.

“Maybe she just forgot?” Brawny offered. Fylo scoffed and rolled her eyes. “So...uh...you're a mare.” Fylo renewed her glare, her red eyes burning brightly. “And uh...we're still kind of pent-up...”

“You like you're dick?” the alicorn asked in a serious voice.

“Uh...yeah?” Brawny replied.

“You want to keep it?”

“Definitely yes.” Brawny smiled nervously and began walked backwards. “You know Charger, we should get back to work.”

“Yep, lots of work to do!” Charger declared. They both then dashed back into their business. Fylo sighed and offset her jaw. The ponies in this damn town were starting to chap her ass, even more than the cat.

~*~

Rainbow Dash popped out of her bathtub and quickly spewed up water. She leaned over the side of it and coughed up even more. Her lungs were full and it took her several minutes to eject all of it out of her. The pegasus groaned and flopped out of the tub. She weakly lifted her head and looked herself over. She didn't show any particular signs of being crippled or broken. There weren't even any signs of damage. Noticeably missing however were the majority of the piercings her mistress had put on her body. She could feel that the one on her tongue and clit were still present, but none of the others. Even the ones on her face and ears were missing.

The rainbow pony's thoughts were interrupted. Something was dropped right beside her. The pegasus jerked her head around to see that a bag had landed next to her. Various food items spilled out upon impact. Rainbow looked up to see that Fylo had dropped it...and the alicorn was in a bad mood.

“Eat.” her mistress ordered. “You haven't in days.” The pegasus then noticed that her stomach was indeed growling. Regaining some of her strength, she reached over and began stuffing some fruit and bread into her mouth.

For several minutes, Rainbow Dash ate voraciously. She stuffed her face happily, satisfying her weak body. Finally, when the bag was empty, she sighed in contentment. She then attempted to stand. Her legs quaked underneath her as she put stress on them. She stretched and flexed them to get them to wake back up. When she was confident they wouldn't fail on her, she marched out of the bathroom.

She found that her mistress was sitting on her cloud chair. She appeared to be wincing however. Without saying a word, the rainbow pony trotted over to her. She calmly sat down next to Fylo, like an obedient dog. She stared at her mistress's slightly pained and angry face. She appeared even more frustrated than when Rainbow Dash had disobeyed her. The alicorn glared at Rainbow Dash, annoyed that she was being stared at.

“Is there something on your mind?” Fylo asked.

“You seem bothered mistress.” Rainbow Dash said gently.

“Because I am.” the alicorn hissed. “You and you're friends are a hassle. First you defy me,” Rainbow Dash cringed at that. “Then that yellow chick resists me, and that whore of a white unicorn abruptly figures out how to teleport and puts a land-mine of a spell on her house. It's a pain in the ass, far more than that damn cat.”

“Cat?” Rainbow Dash asked.

“The one that unicorn had. Sank her claws into my ass.” the alicorn retorted.

“Is that why you're in pain?” the pegasus replied, now sounding concerned.

“Right on my ass cheek.” Fylo growled. Rainbow Dash abruptly jumped up and ran over to her couch. The crimson pony watched her with puzzled eyes as she dragged the furniture over to the chair.

“Mistress, please lay on the couch.” the rainbow pony said a little forcefully. “Let me look at it.”

“What? Why?” Fylo asked, more puzzled than angry.

“A cat's claws are very dirty. I want to make sure that the wound is alright. Please do this, I don't want any part of you to be in pain.” Fylo was still as a statue. She seemed stupefied by Rainbow Dash's suddenly caring for her well-being. After blinking a few times she sighed.

“It has been a rough day.” the alicorn said. She stood up, trotted to the couch, and reclined onto her stomach. The pegasus pony turned on a light and leaned close to her mistress's ample rump. There were several scratch marks on her skin, as well as some swelling.

“It doesn't look too bad.” Rainbow Dash said. “It needs some ice. I will get some.” The pegasus quickly ran into her kitchen. The alicorn looked at the direction she left in, still looking quite confused. After a few moments Rainbow came back in, holding an ice bag. She gingerly placed the bag onto her mistress's butt cheek. The alicorn briefly jumped at the cold sensation, before settling down.

“Is there anything else I can get you?” Rainbow Dash asked. Fylo gave her a glance, her expression still one of bewilderment.

“Juice, if you have it.” the alicorn said. The pegasus quickly went into the kitchen. In a matter of moments she returned with a glass of orange juice. She held it out to Fylo, indicating that she wanted it to serve it to her. Although a little apprehensive, the alicorn allowed it, and drank from Rainbow Dash's hooves. The pegasus then stood there, still holding the glass, and waited until Fylo wanted more.

“Well...at least my day is improving.” Fylo said, stretching. She allowed her hooves to dangle over the edges of the couch.

“Mistress, what happened to my piercings?” the rainbow pony asked.

“They popped off when you hit the ground.” Fylo replied. “A few of them went into you. It was a mess and a pain to get them out of you.”

“I apologize for making you take care of me.” Rainbow said. Fylo gave her an odd glance.

“It's fine, it's not near as much of a problem as your little unicorn friend.”

“What problems is Rarity giving you mistress?” Rainbow Dash asked. Fylo cocked her eyebrow, wondering why the rainbow pony was asking.

“She got away from me.” Fylo admitted. “Then she did a hack job with a spell on her house. I can easily break it, but I might blow up her house in the process.”

“I could get her to open the door for you.” the pegasus said. Fylo flinched and looked at her.

“You would do that?” the alicorn asked.

“I will do whatever would makes you happy, my mistress.” Rainbow Dash sounded very serious. Fylo stared at her silently for several moments.

“Sounds nice. Just keep the cat away from me.”

“Couldn't you...send the cat away?”

“My magic doesn't work on cats.”

“Really? You're...trusting me with that information?” Rainbow Dash seemed touched. Fylo grunted and motioned for the glass. Rainbow Dash gave her mistress a drink. When the drink was finished Fylo rolled her eyes.

“Well, somehow I don't see ponies using an army of cats against me.”