Celestia led the Elementals through the basement and into the large room that the gang was recently held captive in. Now, it held all the major members and leaders of the enemy gangs, all chained and nude in a seated position on the floor.

"Behold!" she called. "Your prize for victory!" Everyone looked around and began chatting amongst themselves. "Now, go have some fun!" Celestia called, before pulling her shirt off and revealing her bra-covered E-cups.

Everyone cheered as Celestia pulled off her bra before they all began to remove their shoes. Luna, topless herself, smiled and walked up to her sister, pressing her chest to her arm as she hugged her.

"What did I tell you, big sister?" the blue alicorn asked. "They love it."

"Of course they love it..." Celestia said with a smile, feeling her sister's slightly smaller breasts press against her. "They get to have their way with our enemies. It is both fun and fulfilling..."

Luna nodded. "Especially for Bloom, Sweetie, and Scootaloo..." Celestia smirked and nodded. "You put Kyra and Shimmer beside each other, yes?"

The white alicorn eyed her sister with a smirk. "Of course..."

"Good..." said Luna. "Now, what about the remaining gang members? Wouldn't they come looking for their leaders?"

"I doubt it..." Celestia said as she rubbed her sister's bare back. "They weren't the brains or muscle... Just grunts..."

"True... I suppose we could kill them all if we had to..."

The white alicorn nodded as she eyed Twilight, who was walking towards Midnight. "Thanks to Twilight... we may not have to... We owe her a lot..."

Luna let out a chuckle. "Oh, we owe her everything..."

Celestia nodded and looked around. "Wait... Where's Malice?"

"Kyra's daughter?" asked Luna. "Must've fled with the others..." She then looked up at her sister. "Not worried about her, are you?"

The white mare smiled and eyed her. "Of course not..."

Twilight walked over to Midnight and knelt down. The black mare was chained in the corner in a sitting position, fully nude. As Twilight approached her, she looked up at her.

"Why did you spare me and then knock me out?" asked Midnight angrily, pulling her knees up to her chest. "For fun?"

"Of course..." said Twilight, running her finger down Midnight's left leg.

"But... why?"

Twilight ran her hand down the mare's leg to her foot and gently rubbed it. "I couldn't kill you... Especially not after hearing you say that I was an honorable opponent... So, I suppose I spared you... out of respect."

"Respect?" asked Midnight.

Twilight nodded. "And, you also seemed more relaxed at the end... You know... Not trying to kill me..."

Midnight chuckled. "Well, you seemed to fun to kill... Would've been a waste... But, you still knocked me out..."

Twilight smiled and placed her hand on Midnight's knees. "I had a feeling you wouldn't come quietly... Now, come on... Let me in and let's have some fun..."

Midnight looked up and down Twilight's body before slowly opening her legs. Twi smiled and gripped her own shirt, pulling it off before removing her bra and revealing her B-cups. Midnight stared at them before Twilight reached out and gently rubbed the black mare's breasts.

"Those are nice..." said Twilight, leaning in.

"Uh... Th-Thank you-- AH!" moaned Midnight, cutting herself off when Twi took her nipple in her mouth and began sucking. "T-Twilight..."

Applebloom, Sweetie Belle, and Scootaloo all walked over to where Sunset Shimmer and Kyra was chained.

"Lookie here, girls..." AB cooed with a smirk, looking down at the naked mares. "Ah think it's time for some payback..."

Sweetie Belle and Scootaloo both nodded before beginning t undress.

"What the hell do you think you're doing?!" Shimmer yelled and struggling, making the chains rattle.

"What's it look like?" asked Applebloom and she undid her pants and let them drop. She then kicked them off and pulled off her shirt, tossing it aside. "Repaying you for what you did to us..." she said, before placing her foot on Shimmer's face.

"Ah, what the fuck?!" the yellow mare asked, trying to shake it off.

Bloom smiled and pressed harder. "Stick your tongue out..."

"What?" Sunset asked. "Hell, no!"

AB then pulled back and slammed her foot in the mare's face. "Tongue! Now!" Shimmer grunted at the kick before slowly sticking her tongue out. "Good girl..." Bloom cooed, dragging the sole of her foot over the mare's tongue.

Scootaloo knelt down beside Kyra and chuckled, gripping her right breast. Kyra let out a shuddered moan.

"Get the fuck off me..." she growled, glaring at the orange pegasus teen.

Scoots shook her head before pinching the nipple and giving it a tug. When she let it snap back the mare gasped.

"I think you like this..." Scoots purred, before roughly grabbing the mare's crotch.

"The shit?!" Kyra gasped, jerking back in surprise.

Scootaloo smiled and began rubbing. "So wet... You do like this..."

Kyra let out a growl before the teen pushed two fingers inside her, making her gasp loudly and begin moaning.

"N-No!" Kyra moaned out. "I can't like this! I can't!"

Sweetie Belle smiled and crawled underneath Applebloom as she scooted close to Sunset's dripping slit.

"They both like this..." she teased before leaning in more and giving the slit a lick.

Sunset let out a loud moan before AB took this opportunity to stick her foot in her mouth. Shimmer went wide-eyed and looked at her. Instead of fighting back she simply began to either suck, lick, or do nothing.

Cadence walked over to Shining and smiled before leaning in for a kiss. The colt smiled back and kissed her, pulling her close before they both sunk to their knees. Cadence suddenly broke the kiss and pushed the colt onto his back. She then slid her hands down his chest to his pants and undid them.

"Let's get this started, shall we?" she asked.

Shining chuckled. "Yes, let's..."

The mare then pulled the pants open before reaching into the boxers and pulling out the rod.

"Mmm... Nice and hard already..." Cadence cooed before stroking it.

The colt moaned and watched her lean in and lick it. "That feels good..."

"Oh, I bet it does..." the mare said with a giggle before putting her mouth over the tip and sucking.

She then began to slip more and more in before bobbing up and down. The colt let out a moan and placed his hand on her head.

"Oh, that's amazing..." he moaned, stroking the mare's head as she bobbed up and down.

Celestia walked over to Gilda and smiled, kneeling down. "Hello, there..."

The griff growled back. "You are sooo dead..."

Celestia smirked and gripped the griffin's left breast, squeezing it and pulling on it. Gilda let out a strained moan as she tried to hold it back. The alicorn then pinched her nipple and twisted it, giving it a yank.

"Always did like it rough, didn't you?" Celestia asked as she let the nipple snap back, making the tit ripple lightly.

"Fuck you..." Gilda snapped.

The alicorn chuckled and rammed three fingers into the griffin's pussy. "How about I fuck you instead?" she asked as she began to finger her roughly.

Gilda started to squirm as she let out moan after moan, arching her back. "F-F-Fuuuuck!" she squawked.

Celestia smiled and went a little rougher, jerking her fingers up into her repeatedly until Gilda squawked loudly, juices trickling from her slit before she collapsed into a panting mess.

"Doesn't take much, does it?" asked Celestia as she pulled her fingers out and wiped the juices off on Gilda's beak.

She then put her fingers into her own mouth as she sucked off the remaining juices before standing up.

Luna smiled as she watched and smelled the sex around the room before looking at her sister. "Would you like to... have some fun with your... little sister?" she asked.

Celestia gasped teasingly. "What?" she asked in a fake shocked tone. "But, sister... We're related..." she said, turning to face her before gently backing her into the wall, holding her by the hips. "It would be... taboo..."

"Oh, come on..." Luna said with a chuckle. "You know you never believed in that..."

Celestia let out a brief chuckle of her own. "True..." she said, leaning in and kissing her sister on the lips.

Luna let out a moan as she closed her eyes and placed her hands on her sibling's tits, giving them a squeeze. Their own let out a moan and broke the kiss.

"Like 'em?" she asked, smiling. "They're real..."

"I have always loved these..." Luna said as she leaned in and gave the top of the left breast a kiss. "I hope mine get this big some day..."

"Oh, come on, sister..." Celestia said as she lifted her right hand and grabbed her sister's left tit. "You have lovely breasts... They are only a tad smaller than mine..."

The blue alicorn smiled and leaned in, placing her face between her sister's tits as Celestia grabbed her breasts and squeezed them together over her sister's head. "Warm in there?" she asked, getting a muffled "Yes" from Luna.

Twi smiled and gave the nub a love bite, sending a wave of pleasure through the black mare. She then sat up and slid forward, her pussy now touching Midnight's. After smirking, she began scissoring, both mares moaning loudly as their scents filled the room. Twi reached out and gripped the mare's right breast, squeezing it as Midnight moaned.

"You like this?" asked Twilight, pumping her hips as she rubbed herself against Midnight.

The black mare moaned and nodded, licking her lips. Her moans became more and more erratic as she neared her orgasm. Twi smiled and began moaning more as well. Midnight then let out a loud moan as she sprayed Twi's hips with her juices, along with Twilight.

"Oh, shit!" squealed Twilight as she let out one last squirt before falling on top of Midnight, both mares panting.

Midnight smiled and went to rub Twi's back, but stopping when she heard the chains rattle. "Damn..."

Twilight smiled. "Want me to release you?"

"You trust me enough for that?" the black mare asked, sounding confused.

Twilight smiled and used her magic to untie the rope. Midnight hesitated before smiling back and gently rubbing Twi's back.

Sweetie Belle licked deeper inside Sunset Shimmer, making the mare moan in pleasure as Apple Bloom sucked on her nipples. Scootaloo was fingering Kyra quickly and roughly as she licked and kissed her neck. Both rival mares didn't fight back anymore. They both just moaned in pleasure as the teens pleasured them.

It wasn't before the two mares moaned out loudly, experiencing an orgasm as Sweetie slurped up Shimmer's juices. Scootaloo pulled her fingers out and licked them.

"Mmm... Not bad..." she cooed.

Sweetie pulled out and licked her lips. "Shimmer tastes pretty good, too..."

Bloom smiled and leaned in close to Sweetie, giving her lips a lick. "Mmm... Yer right... She does taste good..." she said, as both teens giggled.

Shining Armor let out more moans as Cadence licked around his shaft while bobbing up and down. The then began to gag as she slid her mouth all the way over his cock as her lips pressed to his crotch. Letting out a few lewd gagging noises, she pulled off and took a deep breath before going back in and sucking him.

"Holy fuck..." Shining moaned out before grabbing Cadence's head.

"Here I cum!" he yelled, ramming his cock into her mouth before firing his load.

Cadence moaned as she felt the sticky load slide down her throat, swallowing to help massage the dick. After he was done cumming, Shining pulled out with a pant as Cadence smiled at him.

"How was that?" she asked, licking some cum from her lips.

"Amazing..." Shining said, pulling her into a kiss.

Celestia had Luna up against the wall now as she leaned in to her sister's belly and licked up from her belly button, between her breasts, up her neck, and to her mouth. Both sisters began to kiss until Celestia pulled back.

"Next round, sister?" she asked, getting a nod from Luna. "Of course... Chrysalis still needs some attention. She's probably getting lonely in that... private room..."

Celestia chuckled and nodded before stepping back, turning to the numerous orgies taking place. "Attention, everyone!" she called. "Time for round 2! And, my sister and I have a special surprise for all of you!"

Everyone stopped what they were doing and looked over at her. Celestia then lit up her horn, as did Luna. Magic then flowed from their horns and formed a magical sphere between them. They then held their right palms out towards the orgies, their eyes glowing white as the sphere expanded quickly. The room filled with light before fading. When everyone regained their sight the room was filled with gasps and shrieks of shock. Then,, as they all got used to it, the shrieks turned to moans and giggling.

Twilight looked down and saw that she had a nice, thick purple cock above her pussy. Her ball sack hung over her slit and was fairly big to match her tool.

"Fuck... yes..." she said, looking around to see that every mare, apart from the ones chained up, now had a dick. "If this is all temporary... I wanna keep this..." she said, before looking at Midnight. "Well... Round 2?"

The black mare eyed the cock before leaning back against the wall, spreading her legs. "Stick it in me, baby..." she said with a smile.