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Ponytropolis III, Part 1

by Pinkamena666

Chapter 1: Passion and Pet Training

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Author's Notes:

I hope you like sex

Malice and Dash were seated at a table in the dining hall, staring at each other.

Just then they heard a loud groan as Surprise walked over to them. "Are you two still fighting?" She asked, sitting down with them. "We're a team now. BE FRIENDS!" She yelled, wrapping her arms around both girls and pulling them close.

Malice let out a growl as the right side of her face was pressed into the mare's left breast. "Let me go...

"Same," Dash said, not seeming to mind having her face in the mare's breast.

Malice tried to pull away, but couldn't. "Wow, you're strong..." she grunted.

"You two need to be nice to each other and be loving and caring!" Surprise said, still going on as if she was making an announcement. "You're on the same team and you're fighting... Are you happy where you are right now?"

"I'm pretty happy..." Rainbow replied, totally thinking about something else.

"Well, you shouldn't be," the white mare said, looking at her. "What caused this anyways?"

"She tried to kill us..." Dash said, eyeing the girl.

"And, you shot me in the leg..." Malice growled back.

The white mare's grip loosened enough at hearing this as Malice finally slipped free. She then began to leave, a slight limp in her step.

"I like that girl... She's cute," Surprise said with a smile, before looking down at Dash. "Why'd ya go and shoot her in the leg?"

"What?" Dash asked, caught off guard by the question. "B-But she... She tried to kill us!"

"She's only a little girl, Dashie," the white mare cooed. "You don't shoot little girls."

The cyan mare sighed with annoyance. "Whatever..." she mumbled.


Twilight was sitting on the couch in her room, wearing white panties with a small bulge and a white bra. Eyes closed and humming to herself, she soon felt a nuzzle on her bulge. Opening her eyes, she saw Aqua laying on the couch beside her, gently nuzzling the bulge in her panties.

"Hey, Aqua," the purple mare said with a smile.

"Mistress..." the blue mare cooed before giving the bulge a lick.

"Does someone wanna taste their mistress' cock?" Twilight asked with a smirk.

"Oh, boy, do I..." Aqua moan before wrapping her lips around the bulge.

Just then there was a knock on the door, making Twilight sigh. "Damn..." she groaned. She then leaned and kissed Aqua on the lips. "Later..." She then got up and went to the door.

Aqua curled up on the couch and watched her open the door.

"Lightning?" Asked Twilight, seeing the turquoise mare dressed in a tight shirt with a button-down middle and short shorts.. "Where's Trixie?"

"In our room," Lightning cooed.

Twilight gave a little smirk. "Any particular reason why you're dressed like a slut?"

"Oh, this little get-up?" The pegasus asked as she looked herself over. "You like?"

Twi smiled, remembering when she and Midnight had sex with Lightning and Trixie. "I think you look better out of it, but... yeah... Looks cute."

The turquoise mare stepped up to Twilight and put her hands on the mare's shoulders, gently rubbing. "I dressed like this just for you..." she cooed as she leaned in and gave Twi's neck some kisses.

The purple mare reached up and gripped the top of the doorframe with her fingertips. "Did you?" She then asked. "Why?" She already knew the answer. She just wanted to hear this mare say it.

"Isn't it obvious?" Asked Lightning, before kissing down Twi's shoulder to her left breast.

"Not to me," the unicorn replied with a chuckle, watching the mare as she enjoyed the spontaneous attention.

Lightning gripped the left half of the bra and pulled it below the breast, exposing the mound. "I wanna be your pet, too... Like Trixie..." she said, before wrapping her lips around the nipple and sucking.

"Mmm..." Twilight moaned, liking the feeling of the mare's lips and tongue on her nipple. "You'll have to do much better than that... to be my pet..."

Lightning smiled and gave Twi's nipple a love bite. "I know..." She then got to her knees, trailing kisses down the mare's chest and belly before kissing the panty bulge. "I wasn't finished..."

The mare then gave the fabric a lick, making Twilight bite her lip. The bulge then began to grow until a massive tent began to form. After a bit more growing, the panties snapped back as the purple cock sprung out.

"Oooh, there it is..." Lightning cooed, gripping the cock and licking up the shaft.

Letting out a soft moan, Twilight looked down the hall to Chrysalis step off the elevator. The Changeling looked over at them and just stared. Twilight moaned and smiled at her.

Chrysalis hesitated a bit longer before turning and heading towards her room. Once at her door, she opened it and entered, looking around.

"What the hell?" She asked, seeing lit candles everywhere and the shades drawn with the lights off. Closing the door, she stepped into the middle of the main room and looked around. "Um... Fluttershy?" She asked.

"Coming," the shy girl's voice sang out before she stepped out of the bedroom.

Chrysalis stared in awe at her, the mare looking absolutely beautiful. She was wearing a black Satin Plunge Skater Dress, black high heels, and had a black flower pin in her hair on the left side.

"Fluttershy?" Chrysalis asked, staring at the beautifully-dressed mare. "Wha..."

"You like?" The pegasus asked, walking towards her. "I bought it this morning..."

"Of course I like it, but... why the goth look?" Chrysalis asked, gently holding Shy's arms.

The shy mare smiled and looked into her lover's eyes. "I just like how it looks, is all..."

The Changeling smiled and rubbed her arms. "But, what's with all the candles? And this sexy outfit?"

Fluttershy hesitated before sniffling, her lip quivering. The Changeling let out a soft gasp and quickly pulled the mare into a tight hug.

"I don't wanna lose you again!" Fluttershy cried out.

"Shh shh shh..." Chrysalis cooed, rubbing the mare's back. "You'll never lose me... Never..."

"B-But, you w-went with that-that... that monster! It could've k-k-killed you!"

"It was a big risk, yes... and knowing that I could've lost you... made the decision that much harder... But, I trusted Twilight to come in time."

"D-Don't do that again... P-Please!" Fluttershy begged. "I can't lose you," she whined, burying her face in the Changeling's chest.

Chrysalis hesitated, upset to see her girlfriend like this. She then nuzzled Shy's head and nodded. "I promise, sweetie..."


Twilight slammed Lightning into the wall and used her magic to close the door. She then gripped the mare's shirt with both hands and ripped it open.

"No bra?" She asked, gripping the exposed tits.

Lightning let out a moan and shook her head. Twilight then pulled off the ripped shirt and threw it aside. After gripping the mare's breasts again, she pulled her way from the wall, turned around, and threw her onto the couch. The pegasus let out a cute grunt as she landed on her butt on the couch, looking up to see Twilight's cock in her face. Opening her mouth obediently, Twi then pushed her rod inside. Letting out a moan, she grabbed Lightning's head and began to fuck her mouth.

As she did, Dust looked to her right to see Aqua crawling towards her. The blue mare then leaned in and began licking Lightning's right breast.

"Meet my first official pet," Twi said with a chuckle as Lightning moaned loudly. "She can be real slutty."

"I just wanna make you happy, mistress," Aqua replied with a smile.

"That you do..." Twi said with a smile before reaching between her own legs and rubbing her dripping pussy.

She then held her hand out to the blue mare, who gently took her wrist and began sucking on her fingers. Lightning looked between the mare's legs to see her leaking quite a bit. Then, out of nowhere, Twilight gave a shove as her cock hi the back of Lightning's throat, making her gag.

"You gotta learn how to deepthroat," Twilight said with a chuckle as she returned to normal thrusts. After a little longer, Twilight smirked, getting an idea. She reached between her legs with her right hand this time, rubbing quickly and moaning. "A-Aqua. Rub your pussy and get your hand nice and wet. You, too, Dusty..."

Without hesitation, Aqua began rubbing away as Lightning watched them both, licking around Twi's shaft with her tongue. After a little longer, Twilight pulled her cock from Lightning's mouth and began to rub her pussy juices on it. Seeing this, Aqua began doing the same, both mares covering Twi's cock in their juices. Afterwards, Lightning reached up and stroked Twi's dick, getting her own juices on it.

"Now," Twi said, eyeing both mares. "Both of you... Enjoy." As she said this, both mares lunged forward and began licking all over the meat pole, moaning as they enjoyed the mixture of fluids. "Mmm... Good girls..." Twilight cooed, licking her lips. "Good girls..."


Fluttershy backed up towards the bed as Chrysalis entered the bedroom, closing the door. Shy then pulled the straps off her shoulders before letting them go, the top part of her dress falling down to expose her breasts. The Changeling smiled and pulled off her tube top, tossing it aside. She then walked up to Fluttershy and gently sat her down before kneeling in front of her. Taking her left foot, she slowly removed the high heel and set it aside.

"Wow... Pink toenails..." Chryssie cooed in awe, noticing that Shy had pink nail polish on. "That's so sexy..."

The queen then leaned in and gave the foot a few kisses before setting it down. Afterwards, she took the other foot and slowly pulled the shoe off, setting that one with the other one. After giving that foot a kiss as well, she set it down.

"I love how gentle you can be," Flutters said with a smile, wiggling her toes as Chrysalis gripped the bottom of her dress.

"Always with you..." the Changeling replied, returning her smile before pulling the dress up a little so the yellow cock was visible. "Mmm... I love this thing..." she cooed, gripping it.

Fluttershy let out a cute coo, before gasping. "Wait. I-I'd like to... play with yours first... I-If that's okay, that is..."

Chrysalis gave a light chuckle before standing up. "Anything you want, sweetie."

The butter mare blushed happily and stood up before pulling her dress down all the way. After stepping out of it, she folded it nicely and set it on the bedside table. Meanwhile, Chrysalis had lit up her horn before changing her crotch area into that of a herm. She then removed her half-skirt and set it with her tube top.

Once both girls were ready, Chrysalis sat down, legs spread, while Fluttershy knelt in front of her. The pegasus gently gripped the throbbing, dark grey, Changeling dick and started to stroke it slowly. The queen moaned softly and leaned back, placing her hands on the bed behind her for support.


Twilight let out a grunt as Lightning Dust slipped the cock into her mouth and began bobbing her head. As she did this, Aqua leaned in lower and began licking the purple balls.

"You girls are amazing..." Twi cooed, arching her back a little and making her exposed breast jiggle slightly.

Lightning smiled and gripped the base of the meaty dick and sped up her bobbing.

"Oh, you fucking..." Twi groaned before grabbing Dust's head and pulling her onto her cock.

The turquoise mare then felt a huge load of warm, sticky cum shoot into her mouth and down her throat. Lightning made audible gulping noises as she swallowed. Once the orgasm ended and Lightning swallowed the last bit, she gasped for air and pulled off the cock.

"Damn, Twili-- I-I mean... Mistress..." she said, correcting her mistake. "That was a lot."

The unicorn smiled and grabbed her by the waist, standing her up before turning her around.

"Now, bend over," the purple mistress commanded as she gripped the pegasus' pants.

Lightning obeyed and bent over, grabbing the back of the couch for support. Afterwards, Twilight pulled her pants down and let them fall to her bare feet. After Dust kicked them away, Twi reached a hand out and cupped her crotch.

"Such a lovely backside you got..." the mistress complimented. "I can see why Trixie loves you."

She then gave the ass a slap before gripping both cheeks roughly, making Dust groan in pleasure. She then aligned her cock to the mare's pussy and rammed it in. Seeing no blood, Twilight tilted her head.

"Had a cock before, huh?" She asked, ignoring the sharp gasp of Lightning.

The pegasus panted and shook her head. "No... Trixie fucked me... with her wand... one time..."

Twilight let out a chuckle and began moving her hips back and forth. "Kinky..." she cooed, slamming her hips against Dust's.


Leaning in, Shy began licking up the ball sack, making Chrysalis coo happily. After nibbling on each side of the sack, Chrysalis stood up.

"Huh?" The butter mare asked, confused.

"Stand up," the Changeling said, holding out her hand.

Flutters it took and slowly stood up. "What are we doing now?"

"Making this about you," Chrysalis said with a smile. "This is your moment..." She then turned and bent over the bed, ass pointed at Fluttershy's rod. "I want to make you happy..."

The pegasus stared at the queen's sexy ass and smiled. Gripping her cock, she aligned it with the Changeling's pussy... but hesitated. Deciding to try something new, she moved he cock to the queen's backdoor and pushed her way inside.

Letting out a sharp gasp, Chrysalis looked over her shoulder. "Ooh, Fluttershy... Trying something new, are we?"

"Uh-huh," Shy cooed, before gasping softly. "I mean no. I mean... if you want to..."

Chrysalis giggled and nodded. "Keep going... Use my ass as you want."

Flutters smiled and began moving her hips back and forth. "Oh, wow... S-So tight... So much... tighter than a... vagina!"

The Changeling gripped the bedsheets and moaned out cutely. "Oh, fuck, that feels good..."


Twilight sped up her thrusts, making slapping noises as her balls slapped Lightning's crotch. Letting out a loud moan she rammed all the way inside, firing off a few big spurts of cum before pulling out. Quickly stroking her tool, she covered the mare's back in her warm, sticky cum.

"Mmm..." Twilight moaned, licking her lips. "That felt good..." Lightning moaned and lowered her ass before turning to face the unicorn's cock. She then leaned in and began to lick all over the rod, cleaning it. "Oooh... So obedient. You'll make a great pet, Lightning," she said with a smile as she gently rubbed the mare's head.

Aqua crawled over to them again and began licking the cum off Dust's back.


Fluttershy moaned out loudly and gripped the Changeling's ass before firing her load deep inside her. Pulling out, she shot a bunch directly at the queen's hole, splattering cum all over her thighs and ass as some shot over and landed on her back. Feeling her lover empty her balls all over her backside made her own cock twitch before squirting cum all over the floor.

"W-Wow..." Fluttershy cooed as she watched the green Changeling cum hit the floor. "That's a lot..."

Chrysalis chuckled and stood up, turning to face her. "Well, you made me feel really good..." she cooed, stepping up to Shy and puling her into a hug. "I love you... so much... And, I'll never... ever leave you..."

Flutters smiled and sniffled, hugging back and nuzzling the queen's neck. "I love you, too..."


A now-clean Lightning Dust stood up and stretched. "Mmm... That was amazing..."

Twilight chuckled and pulled her close to her body. "And, you were quite the obedient little pet..."

"Well, you seem like a fun and caring mistress," Lightning cooed and leaned in, kissing Twilight's neck. "Well... I'm gonna go back to Trixie now, okay, mistress?"

"As you wish, pet. But, first..." Twilight then waved her hand as Dust's ripped shirt began to repair itself. "There."

Lightning smiled as she watched the thread mend itself back together and the buttons reattach themselves. "So, that's how you fixed Trixie's wand..." she said as she went over and started getting dressed.

"Turns out a mistress needs to repair clothes every once in a while," Twilight said with a shrug.

Both mares then giggled as Lightning opened the door. "See ya later, mistress," she cooed, before leaving and closing the door.

Twilight crossed her arms and smirked. "What a nice piece of ass..." Aqua then crawled in front of her and began to suck on her cock, making twilight gasp and moan. "A-Alright, girl... W-We can play now," she said with a giggle.

Next Chapter: Hospital Visit Estimated time remaining: 3 Hours, 38 Minutes
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Ponytropolis III, Part 1

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