Author's Notes:

Just one more chapter to go after this one.

Babs squirmed in your hands. After countless hours of fruitless teasing, made only more tense from watching your encounters with Fluttershy and Pinkie, she seemed at her limit. You were the same, finding it impossible to concentrate right now on anything other than helping yourself to her splendid curves and fertile body.

"I'd better get started, then..." you whispered in her ear, teasing out more moos from the freckled beauty. Your fingers danced across her body, tracing little hearts in her flesh and petting her unfortunately-flat tum. "Thinking about this perfectly-flat, washboard belly of yours ballooning up with the burden of motherhood is almost too much."

You felt giddy, imagining a Babs Seed gravid and resplendent with child. It would only compliment her figure, making the tomboy more alluring than she already was, so why keep her waiting another second? You wanted nothing more than to see her heavily pregnant with your youths! It was the main thought occupying your mind as you guided her to the small - compared to these cows! - bedroom's wall.

Thud! Thud! Babs planted her hands on the plaster. She looked back at you, tongue out, hips swaying enticingly from side-to-side. She had a hypno cow-butt for sure, one that inexorably drew you in towards her! You reached out towards a body literally made for breeding, taking her firm butt in both your hands. It should be criminal for a pony to be this lewd.

You lined your member up with Babs's sexy pink folds and, in one swift motion, spread her open and began to plunge deep into her. Babs's meagre resistance against your member started out light, as fleshy pricktip and her smouldering lower lips exchanged silky lover's kisses, smooches that bound her to you and you to her. But as you went deeper, she became stickier and hotter, until just squirming your cock another inch inside her strong, muscular pussy became a struggle. If Babs had felt any pain from the penetration, she didn't show it: the resulting pleasure from having her lover filling her easily smothered any discomfort.

You froze, intimately aware of how your manhood was deep inside Babs. Your spine tingled for every second her insides pulsed around you. Her hard abs and strong body tightened around your member, belly rippling along you in a way Fluttershy and Pinkie had never treated you to. Your amazon pony lover took care of you, inviting your healthy semen to flow into her. Your heart bubbled over with love for this perfect pony.

You reached out towards her, fingers tangling in Babs's mane. With her transition into a fully-fleshed cow mare, any split-ends or tangles in her long hairs had long since sifted out, and it now felt like dipping your fingers through still water. You clasped a handful and turned her head back to you, giving the pony's lips a deep, passionate kiss as you sheathed yourself deep inside her vulnerable pussy. "Nnnh... By Celestia, this body... You've made me very happy, Babs."

"Aah! And you know exactly what you have to do to make me happy back, right? Oohnnn... Oh, yes, that's good~"

"I was so worried Applejack would put you off your stride, heheheh... It's like she's forgotten how fertile the Apple line is... Every day is a dangerous day for us country girls," she teased back, bringing her voice down to a low whisper.

But as much as Babs would have liked to keep quiet, she was completely unable to as long as that hard cock was stiffly touching off inside of her, pressuring her sensitive spots, leaving her overflowing with happiness. Soon, Babs's lusty moans were spilling out past her full lips, each one coaxing you to drive deeper, fuck harder.

The redhead marveled at how fast you worked when you had a clear goal in mind. Your will united with those of the egg-hungry sperm inside your seed pods, aching to be let out into her body! Under your courteous exterior there lay a horny animal... as Babs discovered by way of your forceful thrusting, a pounding rhythm that left her dazed and clinging to the wall just to stay standing. You were every bit the man she expected.

"I think it would only take a few drops from you, actually~" she laughed. "Then you could really see what you can do to this trim middle of mine... I reckon the whole family’d love to see me swelling with your kids...”

Babs touched a fingertip to her chin. “Never mind what you’ll be getting out of my maternity... You'll have all new hips’n’tits to play with, won’t you?”

Babs had absolutely no intention of allowing you out of her body before her womb got a heady helping of your virile seed. She was more than prepared to clamp down upon you once she began to feel the telltale throbbing of an impending climax from you. She knew that time was of the essence, for Pinkie and Fluttershy's play could end at any moment, and once those two high-level semen-thieves were on the prowl, she might not get a second shot for the rest of the day! She needed to get you to climax... and soon! To that end, Babs directed her tongue to tussle with yours once more, and guided your hands to her ample mounds to squeeze and knead at your leisure. She had you in big-breast Heaven, and intended to keep you there till she had been made a woman, and a mother.

"My chest might become as large as Pinkie's... or even larger... from - ah! - fillin’ with milk. Wouldn't that - mmh! - be so awful?"

Looking down on the incredible sight before you, you felt lucky to be alive. You'd had a lovely day's business out at the barn: tangling with Rarity, Applejack and even the Spa Twins... but better than all that, now you were here, balls-deep inside of a bent-over Babs Seed. The pony gal normally too shy to even kiss you in public now howled lustily for your cock.

Stallion and mare soon had a nice little rhythm going, each thrust you made into her hips driving her butt up slightly, getting her a little bit more on tippy-toes. You kept a firm grip on Babs's hourglass waist as you kissed her, giving her tummy a few little scratches. Of course, that exquisitely-flat belly was always on your mind! It taunted you, begging to be filled up.

You leaned all the way over the curvy cow, eyes closed and focusing solely on her womanly scent. Whenever your teeth grazed her soft nape, Babs shook from head to toe.

Your thrusting became more aggressive. Babs felt it too, her heavy breathing turning to laboured whines... Soon, the heavy-breasted cow turned her body back towards you, and her hands came crawling. Her fingers clutched the back of your head, holding on for dear life, and she kissed you over and over.

"I... Love... You..." she huffed, whenever those big plump lips of hers weren't sucking on your tongue.

"Babs..." you huffed in the curvy cow's ear. Let's get you to the bed, Babs,"

Babs's eyes sparkled, and her face glowed with guileless good cheer. There was nowhere she'd rather be than right here with you. "Ah! Okay~ ♥"

You kissed your lover one final time, then plucked her up in those big, strong arms of yours. You threw her down on the bed beside Fluttershy and Pinkie, and they paused in their lovemaking long enough to watch you climbing on top of her.

"Ooh, he's really in a mood..." giggled Pinkie, drumming her fingers on the back of the head bobbing between her legs. "If only you could see, heehee~!"

Fluttershy gasped, moving to lift her head for a peek... only for Pinkie to keep right on holding her down. "Eek! No fair!"

"Wowie zowie, Fluttershy! He's going for missionary, too~"

Fluttershy's long ears wiggled at that! Loving, womb-deep missionary on someone other than her? She finally got her head up enough to peek over the top of Pinkie's thick, long legs.

Fluttershy watched you getting deep between Babs's legs. The redhead's thighs came up to wrap around you... and Floots felt a sympathetic twinge deep in her womb. "A-Ahh... She's so lucky."

Around the barnyard livestock you kept for girlfriends, the position was naturally a favourite. Perfect for promoting fertility, and giving the female plenty of control over the thrusting. It represented a sincere display of love between husband and wives-to-be, and greatly favoured by countless pony couples.

The one who seemed to approve the most heartily of your position choice was Babs. Laying on the bed under you like this, she could raise her sultry lower body and all the better pump all your seed straight towards where it was needed most. And while she doubted it would come to it, Babs was more than prepared to shackle her long, smooth legs around your butt and use her ankles to drive you deeper, ensuring insemination.

You were fully settled on top of Babs now. Another one of those steamy, lip-locked kisses was the catalyst it took to reseal cock and pussy, rebuilding the channel that ran from overburdened testes to her defenseless egg, eager to play with cum... but most of all, to have both your bodies moving together in time again.

"Babs... I'll be gentle..." Despite those words, your thrusting only got faster, needier and much more insistent! Where the other girl’s delicate nethers were like making love to a cloud, Babs’s canal was closer to pounding iron into shape. Her female heat, and heavy gushes of both your lubricating juices, made it possible.

Babs could barely handle the stimulation, her strong back muscles tensing visibly under her skin; she couldn't begin to stop herself trembling and writhing with every thrust. The look on her face constantly changed, her expression torn between smiling in bovine pleasure, or the a familiar expression of open-mouth shock.

Laying atop beautiful Babs, you began thrusting deeper towards her core. Your hips shot downwards on each thrust, hilting her, ravaging her.

At the same time, you found her soft, full lips and began to kiss her again. As if violating her inner womanhood wasn't enough for her, you gave her a horny oral tonguefuck at the same time. What started as a mostly chaste french-kiss between lovers soon spiraled out of control, progressing into you forcing your fat tongue down her throat.

You trailed downwards from there, going from salivating into her mouth to wrapping your mouth around her amber breast-flesh. Your tongue lolled out around the nubs, curling gently around one, then the other... and soon you were suckling at the brown caps of her erect nipples. Just one was enough to fill your mouth, with plenty more titty spilling out the sides demanding your attention! You gripped her melons, sliding your thumbs firmly over the flesh, touching her until those big tits were trembling under your touch. "Just thinking about these becoming even larger than Pinkie Pie's chest, sloshing with even richer milk... It's just... It's too much!"

You and Pinkie exchanged a glance across the bed... Her with her hands on the back of Fluttershy's head, keeping her chum lapping and sucking away. You with your prick deep inside a horny Babs, making her writhe cutely! She gave you a knowing grin, sharing the thrill of fellow perverts who'd corralled total cuties into being their sex-slaves, and followed it up with a cheeky wink. She wanted to see you nutting in Babs, easing out a torrent of thick semen, just as much as you did!

As she cast her eyes over the sex-soaked vista, tasted the smut on the air, Pinkie Pie began moving her hips faster, wringing out even more tension on Fluttershy's face. She was going to get off spectacularly, and she obviously wanted you to do the same!

Pinkie Pie squirmed and gasped against Fluttershy. She rubbed her pervy pussy against the other pony's face, revelling in the sensational feeling of a dear lover lapping at her most sensitive, private area. It didn't take her long at all to have those thick, pampered thighs of hers locked almost as tight around Fluttershy's head as Babs's were around your hips! Her soft moans and gasps were slowly turning to pleasant crooning as Pinkie Pie allowed herself to sink deeper into carnal depravity.

You tried to slow down your thrusting a little bit, draw the action out a little bit longer. You wanted to pull out, free your member from those molten insides, and let it cool down a little bit. That was the main thought on your mind as Pinkie was spectacularly set off beside you. And what a full-body, thrashing peak that turned out to be.

Pinkie's orgasm was just as big and cartoony as ever, her super-long legs stretching out, her hooves going all trembly in the air... and that giant, fluffy pink mane being tossed about as she whipped her head this way and that. Pinkie's comically large tongue flopped in the air as she rode out her orgasm, inviting you to be just as happy and cum just as hard as she had. Watching that, who wouldn't want to cum right then and there? And why shouldn't you at this point? Everyone was here to fuck and cum a whole lot!

You looked back down to Babs with that thought in mind. She held tightly to you. She was fixated on taking you deep, getting knocked up, getting pregnant and having lots of healthy kids. That was what her brain was focused on as it was assaulted by shock after shock of joyous sensation.

“Fill me up. Make a baby in me.” You’d never heard Babs sounding so breathless, her voice so hoarse.

You cried out in her ear, not able to last another moment inside of the fabulously curvy cowgirl's plush, hot little pussy! You pinned her hips to the bed and let your hot, horny wails intertwine as you gave her what you both knew she needed.

You couldn't hold back from jetting out your cum a moment longer, not while the thought of Babs's slender body transformed into that of a broodmare was in the forefront of your mind. You cried out as you felt the semen rising within you, and were unable to abate it a moment longer.

"Oh-oh Celestia~ I'm... I'm going to~" Babs’s orgasm was rapidly building, her body quivering as she prepared to be seeded.

A kiss from Babs, and her horny nethers, sealed your fate. Your load fired off deep into her vulnerable, egg-filled womb. You came, all your pent-up seed jizz splashing inside of her, the yummy pearlescent slime clinging and heavy wherever it fell.

A tidal wave of sperm entered Babs’s womb, washing over her eggs. While most of the frothing, messy kersplash of male genetic material washed luridly around her womb, coating the inner walls from top to bottom white, each of her vulnerable little eggs got to feel a dozen or more hot sperm wriggling against their shells. While on the outside, you were frantically and hungrily kissing this gorgeous girl on the lips, those horny sperm continued to exercise their need to join with her by kissing her eggshells just as fiercely. They wanted to break inside.

You cried out, arching your back as you came unprotected inside of a cute pony. "Every day... Hfff... I'll cum inside your pussy every day, until your belly starts to show! I swear I'll make you pregnant, you lactating, breedy cowgirl! Made-for-motherhood breeding machine! Hhfffff!"

You collapsed on top of her, panting heavily, already wanting to go again inside her.

Babs cried out as her orgasm hit, the building wave finally crashing down and sweeping away every sensation but pleasure, and the tightness in her pussy. She mooed lustily, gripping the sheets before muffling her moans in a tide of desperate lusty kisses.

She felt a tight fullness in her womb that seemed to build as your orgasm continued. The sensation of hot seed gushing into her belly wasn’t fading nearly as fast as she'd imagined as you pumped much more cum into her than she’d expected. Babs’s tummy swelled outwards a little, forming a slight curve out under her breasts. Once it was all over she lay there panting, orgasm slowly trailing off... but all she could think to say was to whisper out the word, "M-more~"

---

The girls were left utterly speechless as the heat and scent of your release filled the air. This was your cum, and it had all their cores on fire. Everyone's minds were floods of obscenity and lust, the gathered ponies only able to think of eggs being swarmed, tits leaking and more bellies swelling out with child.

Fluttershy's fingers unconsciously moved to her crotch as she stared down at the sticky white stuff. She was breathing heavily, as close to obscenity as ever! To think they'd made Babs wait so long for a wombful of this stuff, she felt regretful. But you had to say, Babs looked quite happy now.

"B-breed her! Make us all pregnant!" was all Fluttershy managed to stammer out, her normal temperance diminished in the face of such a fat cock, and so much masculinity. The cute pony stared open-mouthed at your coupling, and continued to dibble her silken pink folds.

And then Fluttershy was on you! Still high from the fumes of sex, she of a pony removed her face from between Pinkie's legs and moved towards yours. She was already eyeing off that leaky fat prick, salivating hungry at the sight of it. She sought her next thrill between yours.

Glomph! She sandwiched your dick up against her face in a heartbeat, tongue unfurling to roll messily up and down the shaft, and then going down further to lavish your nuts with affection. She didn’t say much after that - not with her face buried in your nethers.

Fluttershy knelt in worship, tonguing warm and pulsing nuts. She completely degenerated into a ball-worshiping harlot, spurred on by tasting Babs's ecstasy all over them.

She cradled your freshly wrung-out sack on one palm, smothering both cum-filled nuts with sucking kisses and licks. "Mffh, mmh!"

Fluttershy didn’t need to say anything to get her message loud and clear to the other ponies. Sucking your balls... Ass raised high in the air, fingers tucked between her thighs to unceremoniously finger her dripping femininity until it gushed... It sent a message loud and clear to Babs and Pinkie. The thin pretense of taking turns on your cock was gone.

This wasn't an idle night of cute girls playfully pleasuring their master. It was an out-of-control fuckfest between a glorious breeding stud and a team of desperately-horny animals... Exposed to a bull, the cows responded appropriately. They crowded on you, crossed-eyes flooded with needy arousal. They whined for penetration.

You could hardly able to believe the sight.

You marshalled your remaining composure and glanced to Babs. Both of you had intended for tonight to be a special night just for the two of you... but it seemed like Pinkie and Fluttershy wanted something else. They locked you into unloading into three beautiful, busty cows.

Well, there was nothing to be done but to take them on, was there?

Realizing the task that lay before you, your wilting member rose back up to its full-strength. How could it possibly stay down when Pinkie Pie was leaning into your side, Babs was trembling from her post-sex afterglow and Fluttershy was huffing filthy breeding words directly into your cock? You salivated over their curves.

You felt more hot than ever before, dying to press your broad chest against them, frolic naked with these flawless beauties. You wanted to tease and kiss them, playfully roll around the bed with them... and then pin their wriggling hips under your own and pound them full of cum over and over. As laughter turned to moaning, these cute ponies would turn into even bigger broodmares.

You ground your shaft lewdly against the side of Fluttershy's face as you reached for Pinkie Pie. You entered into a tight embrace with her, your firm chest sandwiched against the womanly curves of her overdeveloped, youthful frame.

"Pinkie..." you whispered in her ear, closing an arm around her middle.

Pinkie went scarlet with delight as you held her close. Her whole body lit up with the sensation of your body pressed against her’s. What an absolute hunk of a stallion you were! You were everything she'd ever dreamed of; all her fantasies come true.

Your coupling began in the best way she could have possibly hoped for: crushed against you, encircled by your arms... While another pony suckled at your plump nuts, and a freshly-fucked third lazed around your feet. Here in this bedroom, you and all the ponies around you could be as free and uninhibited as you wished.

There was nothing left to do now but make love to her! You drew Pinkie Pie in for a ravishing kiss, the big hand around the small of her back drawing her in until you were both completely sandwiched together. You closed your eyes and leaned fully into her body, wishing for nothing more than to drive the fertility goddess girl wild with a single, drawn-out and horny french kiss.

The kiss was more than enough to make Pinkie's eyes cross. The sensation of your lips upon hers, your mouth ravishing her... it was every part a delight! She really tried the best she could to lash her own tongue against yours, but in the end it was just so much squirmy tongue-lashing, the feeble attempts of a girl drunk out of her mind on pleasure. It seemed like all the pink pervert could do was moan, shudder and cling to you as you held yourself to her, grinding herself against your imposing, masculine form.

Pinkie angled her curvy hips this way and that, hitched up her thick thighs around your body, and huffed and blushed like quite the horny pony as you climbed on top of her. She could feel Fluttershy's breath down between her thighs, but it was just a drop in the ocean compared to the sensation she was getting from you. She wanted dick! Dick-dick-dick-dick-dick! And she was gonna get it now, and worry about tending to Fluttershy later!

Babs hadn't moved for some time, still wrapped in the haze of her post-orgasmic bliss. But since then she'd spied her fellow ponies flocking towards you, meeting you in an embrace of unparalleled debauchery.

A surge of energy coursed through her at the sight, and Babs put that passion and energy to good use, latching onto you from behind. She was back in action. "Don't forget about me, just because these other girls are here. I need a lot more than what you gave me..."

She might have even gotten to sliding her hands over your chest, too, if not for Fluttershy intervening! In a very characteristic move for the shy pony, even in an orgy, she was only thinking of others... and not just her hulking male master, even. She took care of her fellow harem pets, surprisingly well.

(Fluttershy certainly never thought herself that sort of pony... although she certainly enjoyed the occasional hug or kiss on the cheek from her friends a little too much.)

Now she was down on her knees before three bodies rocking together on the bed, a super-horny master and his two curvy cow-girlfriends! Even with your wonderful shaft right there before her, Fluttershy obediently craved to sample more of those flawlessly-tended flowers. Her head remained diligently down between the pair of pussies encircling your viciously throbbing rod, tending to everyone and anyone with her lips and tongue.

Babs was first! It was a flavour she'd only sampled occasionally, and Fluttershy certainly found a particular appeal in those already-fucked lips. To say nothing of the seed drooling from the young pony's depths! Fluttershy dutifully cradled her friend's firm rump, her tongue driving in deep and wild.

Fluttershy's tongue danced and spun around Babs's pearl, winding her sex up like a clock spring. Then she moved to Pinkie Pie's womanhood, mingling their flavors on her tongue. She teasing Pinkie's lower lips apart with her fingers to tantalise that big, dangling cock hanging over them. She made a glistening mess of her cheeks and both girls’ thighs. But when her pussy-licking was at an end, it all came back to you. While the gorgeous pair of ponies played with your upper half, Fluttershy astonished even herself with how much of your girth she was able to cram down her throat.

Inch by inch she sucked and swallowed your engorged member clean. She'd turn her throat into a wet shrine to you, until her neck was bulging around it, eyes fluttering back into her head. Fluttershy's silky lips finally met your hilt, mouth stretched tight around you. She held herself there until the need to breathe overtook the delirium-inducing fullness.

So many beautiful girls... and with you deservedly at the centre of them! You'd done your duty forming the Ponyville Milk Barn with these fully-bloomed flowers of womanhood, and now you'd do it again by creating Ponyville's next generation of bubbly, big-breasted milk cows.

How wonderful. You were so happy to serve. You would be even happier bringing countless cascading torrents of fast-swimming cow-egg-finding seed crashing down on their defenseless wombs for years to come.

You turned away from kissing Pinkie Pie, your tongue finding its way back into Babs's mouth. You touched lips with her, worming your tongue all the way inside, and groaned deeply into her mouth. To say the kiss was passionate was an immense understatement, the lips of both filly and stallion left glistening from all the saliva being swapped in brief, ardent moments. Each kiss's sensations were heightened by the constant stimulation on your member by Fluttershy, keeping you sizzling-hot and wanting to pound pussy even mooo~ooore. You needed to keep touching these cute girls or you'd go crazy!

"Fluttershy, come join us..." you moaned, inviting her to release your member from her mouth. With one arm around Babs and the other around Pinkie Pie, there was a convenient space in-between those heavy racks for her to join the perverted little ring...

Pinkie was quick to voice her agreement. "Yes, Fluttershy. It would be sooo rude to exclude you, heheheh~" But her teasing came out in pants, her breath stolen by all those kisses with their big-cocked hero, the subject of their mutual affection.

As soon as the words were spoken, you returned to those wet mouths, kissing Babs and Pinkie Pie with growing hunger. With Pinkie's plump lower body filling one hand and Babs's the other, you could manhandle the girls as you saw fit. You pulled their flawless chest-flesh towards yourself, smooshing those four big bosoms against your muscles and all over your front. There was so much to take in, so much to look forward to! You encircled your grips around more of their waists as you held them tighter, before extending your tongue between them, inviting them to join you in a mind-blowing three-way kiss of purest love.

Fluttershy knew better than to tempt fate, so she followed your order... and pulled her mouth off your giant cock with great reluctance. With a "glk" and a "gurgle", she peeled herself off your cock... and revealed your sopping wet shaft, primed and ready to plunder whatever eager pussy you desired. She carelessly slid it down along the side of her body, leaving a damp trail all the way down. She focused on blinking the stars from her eyes... and gave her jaw a moment to rest.

After that, however, she was oh-so-quick to crowd in between the other two ponies on you! Babs and Pinkie alone would have been more than enough to have you seeing stars, but now Fluttershy's firm chest was squeezed between their soft racks, inviting just as much touching and staring. She watched your three-way kissing with anxiety, pushing her lower lip out slightly in a trembling pout until Pinkie noticed her... and then if anything she seemed almost too quick to welcome Fluttershy into your little hug!

Pinkie Pie latched onto Fluttershy, her lips pressing against the blushing damsel's. Flootsy did her best to return the kisses, but she was a little clumsy in getting going. Although Pinkie seemed much too far lost in her desire to even fully notice who it was she was kissing... She was much too preoccupied rolling her hips and squishing her meaty melons against other bodies at the moment! She wanted to ride those magical highs and never come down.

All Pinkie cared about at the moment was sex, lust and love, her brain a haze as she tongue-lashed with Fluttershy, her body still keeping as close to the masculine cum-giver as possible. Pinkie crooned in delight as you held her so close. She couldn't help it! That big, rough hand of yours just felt way too nice digging into her plush rear. Wherever your fingers touched down they sank in, and immediately became surrounded by pooling, soft assflesh.

Her body, all their bodies, were exactly what you deserved. How could anyone have ever considered you a one-mare stallion? A stud like you deserved to dwell among all the fleshy pleasures that Equestria had to offer!

Pinkie couldn't help but moan as she felt the other ponies’ faces pressing so close to her own: her tongue lashed against everyone else's, drool escaping in strands and pooling in her own massive cleavage. They were all swept up in carnal delight.

Words were beyond the four of you now. Whenever any of you came up for air, the pants and throaty moans of the others pounded in their ears. Everyone immediately went back to kissing again. Fluttershy continued her submissive work dutifully through it, sharing what little of your flavor she could with her fellow ponies. In-between her sapphic smooches she always found herself returning to your mouth for more of your taste.

It seemed like you’d finally been cornered. Cornered and kissed silly by ponies! You'd met your match in between three pairs of enormous busts, all of them weighing down upon your body from all different angles. The ponies each laid possessive claim to their own tracts of your body. Babs, more than anyone else, was feeling underwhelming when compared to those other two racks, and reinforced her pressure by sliding her chest up and around your arm, treating you to the full vista of the sight or feel of those melons, their pillow-like expanse mashed up against you. She had you in her arms now, and wouldn't be letting go so easily.

Fluttershy was the one to finally broach the important question: "Who... Um... Eep.”

She took a deep breath. “Who first?" Her big aqua eyes swiveled to Babs, then Pinkie Pie, and back again. There was no question they'd all get packed to the brim eventually... but how to go about it?

Pinkie grinned ear-to-ear. "Why not all of us at once? We lie on top of each other, me and you and you, and... Oooh! It's gonna be so much fun!"

Well, who were you to argue with these silk-skinned fillies in-heat, abundant and well-endowed curves bulging and spilling out wherever they could?

"Hnn... Pinkie might be right," you moaned, seeking Babs's lips one final time. It might be true there was hardcore sex to organize, but equally pressing were all the ponies in need of smooches! You planted a sizzling kiss on her mouth, before dragging your lips to Fluttershy, smooching her with a searing kiss. Then you finally resampled Pinkie Pie's exquisite mouth.

"We have... all the time in the world, to have sex however we want...”

"Mmm, you're so right... And you've more than earned it," Babs purred. She already entwined one long, seductive leg around the stallion she adored... even if it did mostly just amount to her thigh affectionately caressing one of the few unoccupied spots on your person. She purred as you touched her chest, the effects of which were made clear by that obscene look on her face.

You released the two ponies and reached for both their heavy bosoms at once. You pawed Pinkie Pie's immense chest with one rough hand, while the other did the same to Babs.

You aimed to reduce both ponies to drooling, shuddering bimbos, and it definitely worked in Pinkie’s case. She became a very horny pony... a shuddering, lewd mess! Now Pinkie's face looked a mess, teeth clenched in a grin, drool pooling at the corner of her mouth. The sensation of her nipples being tugged and teased by such an astounding stallion made shocks of pleasure ride through her.

You kissed Fluttershy as you found their nipples. You didn’t just hold their tits, but smooshed them together against the other girl’s: Fluttershy’s huge yellow rack. It was no mean feat, but you did it: you gathered two nipples with each hand. The girls might have been shocked, if not for their mewling with joy at the attention!

You stimulated all three girls beyond what they could possibly handle, jostling six giant tits in your hands. Each of those obscenely large chest orbs were topped by massive areola and ridiculously-thick, wobbling nipples. What wasn't pressed up against your body molded against you with wonderfully natural weight, already more-than-prepared for feeding their young.

The blessed softness of all these breasts quickly became yours to toy with as you saw fit. Pinkie and Babs groaned out loud as their nipples glanced on Fluttershy's, going wild from having all of their stiff nubs clenched tightly into the flats of your palms. A great warmth rose out of the pony's centres as you rubbed their especially-sensitive nipples.

Fluttershy moaned into your mouth as you kissed her, growing warmer and flusher from hearing and feeling the others being molested on either side of her. You both panted, heads swimming with thoughts of pregnant ponies!

And while the girls had no way of showing their particular need - beside horny grinding on you - your body was in the process of showing Fluttershy very much how sorely you needed to fuck! She felt your erect shaft between her legs, white-hot arousal throbbing. You pressed so close she felt every pulse of your member through her skin.

It melted her heart. Fluttershy sizzled with desire.

Taking it upon herself to enable you further, Fluttershy crooked fingers around and under each pony's legs. She hoisted them up and pushed digits into those heavenly-soft pussies in a single smooth motion.

With a thick bitch on each thigh, Fluttershy splayed out your rewards for you. Her nimble fingers plied juicy buttcheeks, and bared pink pussies, each immaculate in their own way, smooth and firm as though sculpted from marble. Now three tasty morsels were fully on display for you, all eager to take their turn. With their legs all tangled and bodies pressed together, no matter which way you thrust you'd be immersed in boiling-hot sex-sheaths.

Her work as a good girlfriend was done! Despite her fluttering heart and twitching sex, the girl between those big pairs of tits would support the weight of her fellow sluts, no matter which degrading poses they took up for you.

Fluttershy completely took the initiative. With her fingers up the other girls’ pussies, they were totally in her grasp, heavenly butts pooling on her thighs. Babs and Pinkie could do little more than writhe in her grasp! Shy wasn't quite in a position to kiss the girls, so she settled for sucking and licking on their flesh, alternating between Babs's shoulder and Pinkie Pie's bosom.

You raised your fat cock to the three dripping females. It trembled in the air between you all, demanding female attention. Just one look at it and Babs and Pinkie immediately began to shoot their hips up towards you, over and over. Huffing, puffing girls stared unblinking at your steely shaft overflowing with love for the female body. They began to pound their lower bodies on Fluttershy's fingers, imagining they were your yummy cock.

"Don't keep us waiting!" wailed Babs.

"Lover! Yoohoo, oh lover~!" called Pinkie, playfully waggling her fingers towards you.

The view was almost too much. Fluttershy, with a massively-curved pony on either knee. The girls’ rears pressed deep around Fluttershy's firm thighs, bare chests wobbling in time with their long, needy breaths.

Simply too good for words! Without any hesitation, you drew closer to the trio of hot babes. Pinkie and Babs's soft and imploring words were more than enough invitation for you to join them: you threw yourself onto the pile.