“So Lemmy did you enjoy spying on us? Or was that just a side feature to your day?” J asked.

A tentacle extended itself, wrapping around J’s arm. “I think that’s a yes.” Star said.

J glared at Star, “Well you’re connected to him… And I asked two questions!” He said.

“Yes to both.” Star said. “And he likes how you deal with bullies.”

“Well I could see and feel that… I had ooze running down my head.” Scootaloo said.

“Yes… He does that when he sees something he likes.” Star shrugged, “Take it as a compliment.”

“That still doesn’t make spying on us okay.” Both J and Scootaloo said at the same time.

“You’re right. Bad Lemmy.” Star said, hearing a small whine afterwards, “There, better?”

“And you’re not any better Star. You sent him to spy on us didn’t you?” J questioned.

“I asked him to ‘Check up’ on you… I didn’t ask you to have sex in the bathroom for the second time…” Star said, “I believe that was your choice.”

“Still you just had to keep him watching.” J stated.

“I can’t force him to do anything! He just… Was curious is all. I mean… He’s only a tentacle monster… Aren’t you my little Lemmy Wemmy…” Star said, scratching one of the tentacles.

“So I have to ask. Did you…” J began before Scootaloo backhanded him, “Ow!”

“Don’t even ask that.” She stated.

“Fine, fine. I won’t.” He responded as he rubbed his cheek.

“I see you two are interested in something…” Star said, gazing at Applebloom and Sweetie Belle, who were staring at the tentacles.

“Anyone who sees Lemmy for the first time would be interested in him.” J said.

“Yeah…” Sweetie Belle said.

“Do you uh… Feel them?” Applebloom asked.

“Only when I want too.” Star said.

J whispered something to Scootaloo to which she smiled. “So you want to?” J asked a little louder.

“Yeah. I want to… you make it so hard not to.” She responded.

“What are you two talking about?” Star asked.

“Nothing.” They both said innocently.

“Um…” Sweetie said as several tentacles wrapped around her.

“I think Lemmy likes you… Wow you really want to get to know her don’t you.” Star said.

“I like you too Lemmy.” Sweetie said with a smile.

“So… do you think they’ll want to too?” J questioned.

“Of course! I don’t see why not.” Scootaloo responded. “I mean after I get what we planned earlier.”

“I’ll just give you the benefit of the doubt and say there is nothing evil planned for my future.” Star said.

J laughed, “No… nothing evil. Just time consuming.” He responded, “So… snow first or…”

“Maybe we should start with the wood.” Scootaloo responded.

“Well we have plenty…” J said as he scratched his chin.

“Okay I hate it when I don’t know what you’re talking about…” Star said as Sweetie started giggling, starting to be tickled by Lemmy.

“I love it when you don’t. Breakfast was hilarious for me!” J said with a laugh. “So… when should we…”

“Later. For now let them wonder.” Scootaloo responded as she quickly pecked J on the lips.

“You want to try again tomorrow?” J asked.

Scootaloo simply stared at him.

“Mmk.” J responded.

There was a knock at the door. Star got up and opened it, seeing Rarity, Orion, and Luna.

“Well you have fun.” Orion said, heading off with Luna and Rarity came in.

“You too darling.” Rarity said, waving them goodbye. “Hello Star.”

“Hey Rarity.” Star said, kissing her cheek as he motioned to the couch.

“Oh Sweetie, I see you met Lemmy.” Rarity said as she observed the tentacles both touching and looking at every inch of her.

“You could say that…” Sweetie Belle said, jumping when they hit a ticklish spot.

“So Rarity how was your day?” J asked as he looked back at her.

“Fabulous dear. I found out that me and Luna have quite similar fashion choices.” Rarity said, giggling a little at Sweetie and Lemmy.

“Me and Baloque have been seeing each other more since the princesses have been visiting more.” Star said, “We’ve been catching up.”

“Well… I found out today how much I like double stuffed hot pockets.” J said with a smirk.

Scootaloo stifled her laughter. “So did I…” She said.

“And I found out how suggestive lunch can be.” Star said.

“Mmm tacos.” J said with a little laugh.

“Anyways…” Applebloom said, “What we doing?”

“Not here it’s classified and on a need to know basis.” J responded.

Scootaloo nodded, “Yeah we’ll tell you both later.” She stated.

“Alright…” Star mumbled.

“Well…” Rarity said, “Hows about we…”

“Oh and I got Diamond Tiara to stop bullying everyone!” J exclaimed.

“Oh that’s fantastic!” Rarity said, “How did you do it?”

“Very gently.” Star said with a smirk.

“I’m very persuasive.” J responded as he glared at Star. “I’d… be happy to explain more… but… I’m not taking credit for the food fight that Lemmy started.”

“Yes we also had a fun time cleaning that up.” Star said with a sigh.

“Food fight?” Rarity asked.

“Long story… Hot pockets everywhere, lets leave it at that.” Star said.

“I actually think it’s great that Lemmy stuck up for us!” J said.

“Yes I think he cares for you a little too much…” Star said as he stood up, “I think after today I need a shower. Anyone else joining me?”

“I don’t think I have a choice…” Sweetie said as the tentacles dragged her with him.

“So… Applebloom you want to get let in on our plan?” J asked.

“Sure.” Applebloom responded.

“Then let’s get to my room!” Scootaloo said as she got off the couch and rushed upstairs.

-------------------

“Okay…” J said as the three of sat down on Scootaloo’s bed. “I had the idea that we could do a little work on the club house… maybe make it even better than it already is.”

“I already thought it was a great idea… and if we need it we do have the changelings in the basement to help us.” Scootaloo added.

“Whatcha suggesting?” Applebloom asked.

“Well it’d be whatever we wanted it to be… we’d design it and help get what we wanted inside… The changelings can build it. I mean there are a lot of them… it’d probably be done by the end of winter if not before.” J said, “Oh and we could build a massive snow fort outside to hide it from everyone.”

“Sounds like a plan.” Applebloom said.

“Okay… I’ll get some stuff together so we can start… and we have to tell Sweetie.” J said as he scratched his chin.

“Hey Applebloom would you mind coming here for a second?” Scootaloo asked as she left the room.

“Sure?” Applebloom said, following behind her.

Scootaloo shut her bedroom door, “Since we’re alone with J… you wanna do something with him?” She asked.

“Him?” Applebloom questioned.

“J… I mean he’s not going to say no if we do try anything… and he does like the both of us.” Scootaloo responded.

“Maybe we should ask Sweetie too?” Applebloom asked.

Scootaloo looked at the bathroom door down the hall. “I would… but… I don’t want to interrupt whatever they’re doing.” She responded.

“Point taken…” Applebloom agreed. “Well whatever you want to do I’m up for it.”

Scootaloo smiled, “Then let’s get him…” She said as she opened the door.

“Hey… so what else are we going to do tonight?” J asked as they reentered the room.

“Well for starters…” Applebloom said, wrapping her arms around him, “How about we just relax… Together.”

Scootaloo wrapped her arms around J too, “Yeah… just relax…” She said.

“Okay…” J said.

“Hey J…” Applebloom said, pulling off her pants.

J’s dick hardened in anticipation and he looked at Applebloom, “Yeah?” He asked.

“You never got your donut holes…” She said coyly.

“No… I didn’t…” J responded as he lightly grabbed her head and kissed her.

“Still hot… Straight out of the oven.” She said, pushing back and grinding herself against J.

Scootaloo removed J’s pants and shirt. She grabbed his other hand and forced it into her pants.

Applebloom pulled her underwear down to her feet, waiting for J to take the first move.

J grabbed her ass and pulled her forward as best as he could with only one hand. His other was toying with Scootaloo. Applebloom reached back, pressing the tip to her ass for him.

He started prodding her ass, “Right there?” He asked as he gently kissed her chest.

“Yes…” Applebloom said, her face turning red.

He gently pressed the tip in spreading her ass a little further apart. The first half inch slid in, “Do you want to get ready?” J asked as he looked up at her.

“No… Just push it in.” She said, gripping the bed sheets.

J slid the first inch into her as he pushed down on her hips, “Gah… tight…” He groaned as her ass tightened into a choke hold around his dick.

“Hope it’s not… Too much for you…” Applebloom moaned, playing with her pussy as he slowly slid inside.

Scootaloo let go of his hand and removed her pants, “Don’t think you can leave me out of this…” She said as she forced her pussy into his face.

J’s other hand landed on Applebloom’s hip and he gave a little extra force as another inch slid into her.

“Nnng… Right there… it’s gonna hurt…” Scootaloo moaned.

“I… Know…” Applebloom said, forcing herself down with his pushes.

“Mmph?” J questioned through Scootaloo’s pussy. He pushed her up a little, “All in?”

“You’re goddamn right…” Applebloom grunted.

J shoved her down violently forcing himself all the way in. He seized up more than she did as his entire dick was crushed by her ass.

“Guh…” Applebloom moaned, breathing a sigh of relief as it stopped.

“Fu… uck… tight… death… crushing… dick…” J groaned in pain.

“You haven’t seen… A bit of it.” Applebloom said, moving her hips slowly.

“Hurt… movement… not… helping…” J groaned.

“That’s the stuff…” She said, her pussy starting to get wet as she ground herself around J’s cock.

“Looks like for once you aren’t enjoying it J…” Scootaloo said with a smile.

J moaned a little as the pain turned itself into pleasure. “Tight… as hell… but you’re… great at… using me…” He stammered.

“You’re a good toy…” Applebloom said, smiling as her pain subsided.

“I’ll… make you… eat those words…” J said with a smile as he bucked his hips up causing Applebloom to bounce on his dick.

Applebloom screamed, “T….Thats a good…. Buckin…” She said gritting her teeth.

J thrust up violently again but this time he didn’t end at one he kept going.

“H...arder…” Applebloom said as she tightened up around him.

Scootaloo slid off J’s face and started working her own dick.

J pulled Applebloom down and pounded in harder. Each time her ass connected with him there was a loud smack.

“Fffungnjf” Applebloom sputtered as she bounced.

J kissed her neck as his knot started growing, “Nnng… here… it comes…” He groaned as the force with each thrust increased.

Applebloom forced herself down and his knot into her.

J uselessly bucked his hips one last time forcing himself to cum.

“Good boy…” Applebloom said, rubbing her hand through J’s hair.

“You… think it’s over?” J questioned through pants, “I’ve got… another… three rounds to go yet… and that’s just the basics…”

“You’d better!” Applebloom said, pulling herself up.

J pulled her back down, “I’m not done with this position just yet…” He said, kissing her.

“Should we…” Sweetie whispered.

“Shhh…” Star whispered back as the two of them peeked at them from the doorway.

“I like it too…” Applebloom said, pressing the tip to her pussy.

“Applebloom… um.. can… I…” Scootaloo stammered.

“Sure.” Applebloom said, crawling forward and pressing her ass to J’s face.

“N… no… I mean… can… I… um…” Scootaloo stammered again.

J forced Applebloom to turn around and whispered something into her ear.

“Oh… Okay.” Applebloom said, returning to her original position.

Scootaloo quickly got behind Applebloom and pressed herself against her friends ass. “I’ll… wait… you tell me when you’re ready…” She said.

Applebloom responded by pulling Scoot into her roughly, “Ready!” She moaned.

J forced his dick into Applebloom’s waiting pussy and there was a wet schlick as he hilted himself in the first go.

“She is definitely Applejack’s sister…” Star said, pressing the tip of his cock to Sweetie’s cunt.

Scootaloo moaned as she started pounding into Applebloom.

J started thrusting up into Applebloom eliciting more moaning from her.

“Gimme a good stuffing…” Applebloom said, pressing her hands to J’s chest for support.

“Then… come a little closer…” J whispered as he kissed Applebloom again.

“Ah… she’s… so much… tighter… than Diamond… was….” Scootaloo moaned.

“Says alot about her…” Applebloom said, moving her hips back and forth.

J laughed a little as he looked between the two of them, “Nnng… I guess… this isn’t how normal people relax… but I’m enjoying it.”

“Glad we’re not normal.” Scootaloo grunted.

“Why… would we need to be?” J asked as he nibbled Applebloom’s neck.

She gasped, grabbing his head and forcing it to her chest, “Just shut up…” Applebloom moaned.

J placed his lips to her breasts and started sucking on them. He began kneading her ass and thrusting harder into her.

The door flew open as Sweetie and Star fell forward.

“H...Hey guys…” Sweetie moaned as Star continued to thrust into her.

“Don’t mind us…” Star grunted.

J glanced over at them before going back to Applebloom. “Now I know why you were waiting.” J stated, continuing to pound into Applebloom.

“Fuck!” Applebloom screamed as an orgasm hit her, tightening around the two of them.

“Not… much… longer now…” J groaned as his knot grew.

“Keep going…” Applebloom gasped, gripping J tightly.

J gave one final set of thrusts as his knot lodged into her.

Scootaloo likewise finished right as he did sending streams of her own cum into Applebloom’s ass.

J’s cum flooded into Applebloom and she collapsed on top of him.

“That’s it…” Star said as Sweetie let out a muffled moan, a tentacle stuffing itself into her mouth.

“Round...3?” Applebloom asked.

J bathed in the bliss of his orgasm and nodded weakly.

“What now?” Scootaloo asked, panting heavily.

“You… on my dick… Applebloom on my face…” J responded.

“Alright…” Applebloom said, crawling forward.

J grabbed Applebloom’s ass again and started licking at her pussy.

Applebloom started moaning, nearly going limp at the continued pleasure.

“And me…” Scootaloo said, moving forward onto his dick and pushing it in.

J bucked his hips up bouncing Scootaloo and impaling her right away.

J felt a spike of pleasure as he noticed Sweetie Belle had moved up and was licking his sack as Star continued to thrust into her.

J closed his eyes and continued eating out Applebloom.

Scootaloo’s eyes widened as a tentacle wrapped around her dick, slowly jerking it. “Fuck….So...Good…” She moaned.

J glared at Star but said nothing as he continued eating out Applebloom, tasting his own cum as it leaked out.

“Going to…” Sweetie moaned as she came.

“That’s it Sweetie…” Star said, rubbing a hand through her hair.

Applebloom shook a little as her own final orgasm came through she weakly fell to the side still wrapped in J’s arms.

“Nnng not much longer…” J moaned.

Scootaloo gasped as her orgasm hit, cumming onto J’s chest as the rest leaked down onto the tentacle.

J freed one arm and pulled Scootaloo down he took control over her dick and forced the tentacle off as he stroked and played with her even more. Scootaloo gasped as he started thrusting harder into her, eventually forcing his knot inside and releasing his cum into her body.

“Ah…I’ve… been wanting this since we got out of the shower…” J groaned.

“Speaking of…” Star said, hoisting Sweetie’s back against his stomach, still lodged inside her, “I think we’re going to take a second one…”

“Can’t…” Sweetie moaned before another tentacle was shoved down her throat.

“Don’t be silly, of course you can!” Star said, leaving the room with her.

“That’s why you're better…” Scootaloo said as she touched J’s nose with her finger. “At least for me…” She closed her eyes and laid her head on his chest falling asleep on top of him.

J yawned and cuddled both of them closer before falling asleep.

----------------------------

“Oh hello… What were you guys doing up there?” Rarity asked as Star came down the stairs.

“Oh well… J and Scootaloo are having some fun in their room. Sweetie Belle is taking a bath.” Star said.

“A bath does sound good…” Rarity sighed.

“Go up and join her. I’m sure she wouldn’t mind some company.” Star said, motioning to the stairs as he jumped on the couch and flipped on the TV. Rarity walked upstairs and to the bathroom, staring in surprise at Sweetie Belle lying in a tub full of purple ooze. Her face was stuck with a blissful look, not even noticing her sister.

“Oh…” Rarity said, her face blushing bright red.