You’d only been alone in the bedroom for a few moments when Babs Seed turned up behind you.

She was silhouetted against the doorframe, striking what she hoped was a seductive pose... Not that she particularly needed it with those enormously lewd curves making her seductive no matter how she stood. Her lewd body was saying, “Get me pregnant.”

What made today sooo much more perverted than usual, however, was the way that her plump, bovine curves were fully-encased in mesmerizingly black lingerie. A black lacy bra caressed and lifted her enormous milk-filled breasts, while lace panties squeezed her plush rump, delineating her curves to succulent perfection. A set of stockings with a garter belt completed the look.

"I... I'm here..."

You rose slowly from the bed. Taking little steps, one at a time, towards your luscious pony's ample curves. It had confused your cock to no end being around such a perfect sample of womanhood all day long and him not letting it do its natural duty, and now it felt like it was making up for lost time. Your member was magma-hot and hard as steel as he approached her fertile form.

"Babs..." you gasped, reaching out for her.

You interlaced the fingers of one hand in hers, drawing her closer until you were hip to hip. You took her other hand, tugging her that little bit closer. Now your quivering mouths were just a few inches apart. "Haaah... This is exciting..."

She squeezed your hand, almost two years of pent-up desire and urges coming out as she mashed her breasts against you. It was a silent invitation, a request for you to breed her. "Y-yeah... it's... I've been dreaming of this..."

Babs Seed's heart pounded in her chest. Her head was swimming with a combination of her adrenaline in the moment, and the thrill of knowing the moment she'd dreamed of was finally here... Mixed with the overwhelming arousal she still felt inside her after you'd turned her breasts into rapidly-swelling milk factories and she couldn't keep her hands to herself any more! Without another word, Babs pressed close to you, kissing her beloved.

The feeling of your hands settling on her hips was heavenly. It was too good for the cowgirl to be able to put into words! Your large, commanding hands took their sweet time spreading across her butt, first flattening the palms out all over her as if marking his territory, then taking those fingers and digging them in until she was aching! You held her tighter than you needed to, fingers disappearing into her meaty ass and hips like she might flutter out of your life in a heartbeat. You held her like you never wanted her to leave your side.

You wanted her to stay here by your side, and get as heavy and plump with your children as her body could stand.

You rained rough kisses on Babs’s wet lips. You chewed her earlobe, hot breath making her ear tingle. "Once I've got so much as an inch in, we might as well start converting another spare room to a nursery..."

It was meant to be a playful chastisement, intended to remind her not to rush headlong into pregnancy, but it seemed to have the obvious effect on her. Babs was quivering with excitement, your words striking straight into the primitive, bovine part of her mind.

It wasn't the first time you'd thought to lecture her like this, teasing her about how she might end up being bred by some rough bull in a field, or becoming some simple-minded milk cow... But you'd delivered those comments while milking, petting and molesting her so many times now that they just synergized even more with her own primal desires. The idea that she had been made to carry and bear foals now seemed completely ingrained into Babs's mind.

"Yesssss~" Babs moaned out, her breaths becoming shuddering gasps as her arousal climbed even higher. "Did you know the Apple bloodline is famous for producing the strongest, biggest and most virile males?"

She bit her lip, before continuing. "Well... Apple family gals are famous for being the most curvy, the most lusty and the most fertile. There's never been a recorded case of an Apple gal not conceiving on the first try..." She pressed to you even closer, the pressure causing her milk to start to leak out against the black fabric of her lingerie. "And m-multiples are very... very common..."

It was your turn to shudder! A heated little gasp of arousal escaped your lips! Who had taught this angelic little pony to be such a fertility-teasing little seductress? She seemed to be enjoying all too much tempting you with how she'd get so very big and round with a wombful of children! The thought of beautiful little Babs Seed barely visible behind her spellbinding belly had you just about hypnotised with lust. Your long, hungry cock was twitching in the space between your bodies.

"Haah.... It sounds like I've been squandering what was right in front of me, then...”

Babs suddenly squirmed out of your grip and turned away from you. You were left clutching at thin air, lost and confused, with such a helpless look on your face she couldn't help but feel sympathy for you and that big, male cock. So she did what any good gal should have for her boy... She backed that thick rear into your crotch, inviting you to get back to grips with her. She swayed her rear from side to side against your crotch, as if to try and coax you on. "Don't look at me like that~ Mmm, such a powerful stallion as yourself shouldn't have any trouble having his way with me..."

You closed your hands around the pony babe's midsection from behind, foregoing gripping her expansive lower body to hook all the way around her waist. You tugged firmly at her middle, and your fingers reddened long lines of flesh where you clawed aggressively at her wonderfully-rounded chub. You brought your weight down on her from behind, chuckling in the pony's ear as your forefinger looped a circle around her exposed belly-button.

The look in Babs's eyes warmed considerably at that. You began scrabbling your hands up her bare belly, reaching to cup her breasts. You kissed her again, lips just grazing hers at first... and then suctioning tightly to her mouth. Her tongue pushed between your lips and slid itself against yours.

You moaned, into her mouth, melted into the kiss, and grew more forceful with touching her huge breasts. "Mm. Mmmn... Babs, it's time."

Babs stopped her hips from swaying long enough to wedge your sizable shaft in the valley between her pillowy ass cheeks, and then began slowly grinding up and down. "Lucky for you I'm more than happy to... Ahh... I can't wait... I'm in heat," she whimpered in response. Babs let all tension in her body slip away as the bedroom's mood rapidly changed. The cowgirl could hardly believe her fortune as she found herself wrapped from behind in your embrace.

Now that the two of you were together, things were just beginning. You wasted no time in allowing your hands to chart the unexplored facets of the redhead's full bovine figure, a gesture she wholeheartedly supported. Babs was well aware she lost in sheer size compared to her fellow cows, and she'd make up for it in any way she could. She guided your hands around her body, coaxing you to explore her jiggly belly, her full breasts and thunder thighs... Every inch of her!

Babs's tugging on your wrists and her needy grunts soon became more intense: she could feel the tenting protrusion of your member jabbing at her full and cushioned rear, serving as a potent reminder to her ultimate goal... to bear Ponyville's next generation of foals. Perhaps in doing so, she could lessen the gap the adults had on her. Looking at Applejack, Babs knew her body had buried potential, it just needed to be 'unlocked'... and as it just so happened, Babs had the 'key' securely nestled in the warm cleavage of her jiggly rump.

You hooked a finger in her lingerie bottoms, insistently tugging them down her thighs. "Mm, I've been the farmer for as long as I can remember, but today..."

You groaned as her pussy was bared, the garments down around her knees where they belonged. A moment later there was a sticky, naughty slurch as your fingers entered her. Your fingers inside of her body felt heavenly. They were so much thicker than her own, rougher too. "I'll be the bull, and you'll keep right on being the empty-headed little dairy cow, alright?"

Babs looked up at you, her eyes wide. She was hanging on every word, mouth open, her little red tongue lolling. Her breath misted in the space before her mouth. "Today's the day I get pinned down by a bull and cum in until I'm pregnant."

"I won't put my semen anywhere else tonight..." you said. "I'm going to take this womb away from you... And make it mine, you primal-minded breeding cow."

Rather than a moan, Babs let out a moo. She couldn't even begin to handle talk like that, explicit words leaving her panting. "Every... Every last drop?"

"Mm! We'll pack creamy seed away inside your womb. We'll ensure impregnation."

The redheaded pony momentarily flushed with embarrassment... Right up until a realization dawned on her. She didn't need to hide what she'd become any longer, or act at all coy about it. In this secluded, private spot, Babs Seed was your breeding cow and her purpose was going to be fulfilled. She could be as perverted as she liked! "Did you know I've been dreaming about you breeding me? When you woke me up this morning I was imagining what it would be like to be your big, pregnant cow. I came earlier when you were milking me... I couldn't help but get off when you touched me." She reached down to caress that massive maleness that she had fantasized about.

"It's... so big..." she gushed, her voice coming out in cute panting breaths. "Why don't we start... by getting this where it's needed?"

---

While you were positioning yourself behind the desperate mare, Fluttershy had returned from freshening up. She wandered past the two of you towards the comfy bed. It was empty at the moment, making it prime real estate for her buttocks... even if it would soon be filled up by sweaty, panting, gyrating bodies that really made the bedsprings creak! It made her blush so prettily just to think about how debauched this room would become over the course of the night.

Reaching the softly cushioned bed, Fluttershy carefully eased herself backward. She kept her immense breasts supported with her arms and thighs as she settled her thick behind down on the mattress. It was the perfect spot for her to coyly watch you go to work on Babs out of the corner of her eye. And she did like to watch new fillies enter the fold... what was cuter than an innocent, fresh-faced pony getting her fertile pussy dicked and becoming pregnant? Fluttershy knew all too well about the circle of life... animals mating, animals breeding, animals loving each other... She was happier than ever to feel life growing within her belly, and it was a pleasure she wanted all other ponies to experience.

And that's what you were here for, after all! Everyone wanted to see you treat her like a complete slut and stroke out the cum churning in your massive balls with her fresh, young pussy!

Fluttershy touched a fingertip to her mouth as she watched like a hawk... The way you'd slapped Babs' rear and held her close was taking her back to her own impregnation. So many pleasant memories came to mind as she remembered her own sticky-pussied womb party! The pony's mind could only be wandering to how lovely it would be when she got her next time, how you'd force your musculature against her plush form, invaded her body and given her womb a special kiss that woke her up. Like a prince from a fairy tale!

Her hands cupped her face at the very thought! The thought of being a breeding toy for a rugged, powerful man like you was something that set her insides ablaze. You’d efficiently turned Fluttershy into a walking wet dream, with just a single smooth slide.

Still lost in her lewd thoughts, Fluttershy didn’t even notice when Pinkie bounded her way into the room, happily humming herself a tune. The humming quickly ceased the moment she glanced over at Babs’ curvy figure being so shamelessly groped and caressed by such strong hands. She stopped on a dime just in front of the bed and couldn’t help but stare at you. Both cows were now watching you go to work on Babs.

Even if Fluttershy wouldn't have admitted it, they were both anxiously waiting for their own little private porno to start, eagerly waiting to see a pony transformed by magic into a breeding vessel... the overflowing love-vat that would give form to Ponyville's next generation. They wanted to see her body undergo the same process they'd already undergone, so they could all ease their foals, foals made with your cock alone, out into a warm and loving world.

Without taking her eyes off of you and Babs, Pinkie Pie put both palms on her thighs and moved her bottom up and over the bed. Unlike the more careful Flutters, the pudgy, pink pony left the supporting of her own ridiculous milk jugs to her belly alone. She tumbled backwards onto the bed.

Pinkie's plush rear sank into the sheets with a loud creak. Her entire curvy figure jiggled on impact, wobbling fleshy curves half-disappearing into the sheets. She continued to rise up and down from the force of the drop, immense body to wobbling freely, letting her erect nipples slap against and one another in a jiggly fit of heaving breast meat. It made Pinkie giddy thinking about the bed straining underneath her to hold her weight, your body on top of her, pushing her down... down... down... cock and hips forcefully fucking her into the mattress. She'd be right where a pony girl should be, under her stallion!

The pink pony imagined her legs spread apart, hot cum gushing into her pussy in thick spurts, running down her ass and making her thighs sticky with jizz! Oooh~! Slutty pervert Pinkie was bouncing on the bed just thinking about getting fucked!

Pinkie had intended to wait for her turn with your big pole bullying her insides, but in the end, she couldn't even do that! The tension was just too much for her, and watching you and Babs going at it, muscular hands seizing feminine flesh, she couldn't take it anymore! But thankfully, there was a sleaze queen just as pervy as her on the bed right next to her, just as squirmy and giddy... Fluttershy wouldn't dare allow herself to show the need on her face, but all the telltale signs of heat were there. Her cuddly thighs were grinding together, her face was flushed and her breath was coming out as hot as the whiffs of heat from her slutty pony-pussy. The pregnant cow-mare was in full fuck-me mode, dying to get off with a dick hilted in her pussy!

Pinkie was just taking advantage of an opportunity presented to her, really! The cutie with the big head of cotton candy hair pounced on Fluttershy, throwing herself on top of her and hungrily licking her greedy chops. Every movement of that big pink body was screaming, "Gimme! Gimme! Gimme!" just like a Pinkie Pie should.

Of course, Pinkie knew Fluttershy wasn't a man like she really hungered for, but that equally horny perv-pony had hands that could hold her and a mouth that could kiss her... spending the moment with her cute, timid friend would certainly help Pinkie cope with all the tension oozing out from between her thick thighs!

She pressed their big bodies together bust to bust, hip to hip, and belly to belly. Their impossible amounts of tit and tummy pancaked together in a lewd, sweaty hug. Pinkie leaned in, and brought her dripping pink tongue up to Fluttershy’s maw. She kissed her fellow preggo gal like it was no big deal at all. Just two big, big ladies with breasts pressed out over both sides of the mattress, tongues happily lashing together. They mewled like kittens, and shared super-hot, steamy breaths that came out in pants. Watching your mating dance with Babs had those confused honeys rutting like animals on your bed, humping and grinding their sensitive navels together between their soft, heavy tummies and leaking breast milk onto the pillows and comforter.

Fluttershy cried out in shock, but she certainly didn't squirm away... Delirious with pleasure, body still steaming with sapphic lust, Fluttershy couldn't resist Pinkie Pie's beautiful lips: she kissed her right back, just as horny and just as steamy and unfulfilled between her legs! You almost felt bad keeping them waiting while you spread Babs’ legs, but surely they could hang on just a little longer! Even after a whole day of playing at being curvy cows, both mares felt neglected and needy for more... so eager to be touched by a stallion they’d even find comfort in each other's arms. They rubbed their tension out with another girl like anything would have done for them at that moment.

As Pinkie dove in to steal a tender moment, she felt so much softer than Fluttershy could have imagined. The shock of the smooch had began to fade between those hot wet lips, and their mouths were now embracing in forbidden passion. Pinkie drove her curves against Fluttershy, holding her firmly in place on the creaking bed.

With teasing touches, those pink fingers sought Fluttershy’s body. Pinkie's greedy hands coiled in Fluttershy's mane. She inhaled the sweetness of the pony's lavender scent, letting it fill her senses. Her breath was hot over her bestest buddy as they broke the kiss, a long trail of saliva wending its way between their lower lips.

“Hehehe... You know, you seem like you wouldn’t much about this sort of stuff... But you're, like, suuuper good at kissing, Fluttershy!" giggled Pinkie.

Pinkie Pie's words turned Fluttershy's face red as a tomato. Despite the insinuation, sweet Fluttershy looked more compassionate than scandalized. "Thankyou! I mean - Umm! I know how from him, and..." Fidgeting as she was with her fingertips together, Fluttershy seemed more mild than ever compared to that flirty prankster on top of her.

"I'm just... always happy to help~" Fluttershy blushed, turning her head to the side, and let her hands do the talking for her. She reached closer, extending her hands as wide as she could to rest on her friend's amazing hips.

"Pinkie... Umm... Mmm..." Fluttershy huffed. Pinkie couldn't help but notice the tension running up and down her friend's body: the anticipation was winding her muscles tight, leaving her heated and breathing deeply.

Fluttershy gulped as Pinkie laid back and splayed her legs out, inviting her closer. She eased into the narrow space between Pinkie’s plush thighs, sliding between her legs in a manner suggestive of the stallion on both mare’s emptied-out minds.

For such a shy babe, Fluttershy was making up for lost time studying big, fat cow-udders! She was curious as could be about Pinkie’s titties! Canary-yellow hands as dainty as could be clasped Pinkie's breasts tightly, holding those squishy mounds and lifting them together... and Fluttershy’s eyes were wide with child-like wonder for every moment she explored.

The curvy pony reached delicately behind Pinkie, holding her best friend tightly. She drew their hefty breasts even closer together, holding her pony chum in a tight embrace. There was far too much breast flesh to keep between them; their fat nipples lewdly peeked out on either side of their bodies, pressed together in a milky kiss and jutting out as far as the bed would allow. Fluttershy's fingers crawled up the defined muscles of Pinkie's back, muscles grown pronounced from hefting giga-tits day-in and day-out, and she held on tightly. "Nnn..."

Fluttershy only held Pinkie like that for a moment before she leaned back. Her breath, previously having been released in shuddering gasps on the pink one's throat, now huffed out onto Pinkie's face, leaving the bubble-headed Earth Pony smiling and giggling. But that coy smile only stayed on Pinkie's face for a moment: she went "Ooh!" in a cute little voice when she felt Fluttershy's hand slowly wandering down over her bubbly booty and towards the gap between Pinkie's thighs, where that cock-gobbling pussy was waiting, wincing and unsatisfied. The giggly prankster watched every moment of those Flutter-fingers as they want: she could have so easily clamped her thighs together... but that was far from the Pinkie-est thing to do! Instead, she shot them apart, continuing her playful giggle-snorting as she watched her timid lover search out her cock-liking zone. "Uhuh... Uhuh... Come on, come on... Get in there, Fluttershy!”

Pinkie's legs, with muscles that could crush melons, spread open to let Fluttershy's meandering fingers inside, fingers deftly pushing against Pinkie's pussy in a way that made her friend giggle and guffaw. Fluttershy's fingers began to play, softly stimulating Pinkie Pie as she leaned up to kiss her pony pal again, renewed passion shimmering in her eyes.

Pinkie’s lewd words making Fluttershy’s head spin! That voice echoed in her mind, making her see stars. “Get dat pussy! Get ‘em!"

Fluttershy dove between Pinkie's thighs. Her tongue danced in and out of Pinkie's sweltering sex with a skill totally unbecoming her supposed shyness. Mindful never to disturb the maidenhead, her tongue dipped between the outermost lips, circled the precious pearl at the top, and made its way back down. She kept Pinkie Pie's hips up, cradling her queen-size ass all the way through... Loyal Fluttershy wouldn't let her buddy's butt drop an inch, no matter how long that cheeky chubby gal needed her service.

Author's Notes:

I decided to split the last stretch up a little bit to stop it just being a monolithic wall of text. So this chapter ended up as a lead-in to the main event!