Spike awoke to a worrying noise.

Not screams of terror, not crackles of flames, not the unsheathing of a blade to be pointed at his throat. No, nothing that serious, but something that still worried him enough to wake him up. The high-pitched, peppy giggles of two girls were what woke him, a seemingly innocent noise, even pleasant, but to Spike, it made his mind rush. The reason was he couldn't define who the girlish giggles belonged to. He knew the signature laughs of everyone on the trip, from Rarity's refined snigger to Applejack's beefy chortles, but these sounded almost the same with no tell on whose they were.

Although for some reason they had some familiar ring that he couldn't quite place. Whatever it was, he was determined to put a face to the laugh. With that, he slipped out of his sleeping bag and began dressing himself quietly. At this point, he had noticed Fluttershy wasn't present in the tent, but that was to be expected. She always got up earlier than him naturally, usually to tend to her furred friends. With himself clothed he slowly unzipped the flap of the tent and poked his head out.

As he scanned the landscape of the camp he saw that all the girls were already up and there were no amused strangers loitering around his tent. There were, however, two girls standing close that he did know, Fluttershy and Rainbow Dash. Although he would be forgiven if he did a double take at them.

Spike looked the two up and down, noticing that the bagginess of their clothes was seeming much less baggy than it was yesterday. It appeared Cupio's changes had been mostly overnight as Fluttershy, Rainbow, and all the other girls were looking inexplicably plumper around their curves than last night, bearing much resemblance to the period after they first used the Elements of Harmony on Nightmare Moon. Spike crossed his fingers before clearing his throat, bringing the attention to the two girls to him.

"Hello, sleepyhead!" Fluttershy cooed much too loudly to be considered normal for the timid woman. She skipped up to Spike with a perky spring in her step, which let Spike notice just how much she had grown in her sleep. As he watched the tight t-shirt jiggle with a powerful weight behind it, Fluttershy knelt and threw her arms around his neck in a tight lover's embrace.

"Hey, Fluttershy." Spike said slightly shakily, obviously fearing the worse. "Did you get a good night's sleep?"

"I think you made sure of that, Spike." Rainbow smirked at the two, obviously alluding to last night's short and sweet play session. A gasp came from Fluttershy as she looked over at her female friend.

"Rainbow you are such a naughty girl." She chastised, but in a much to playful sense. Normally when Rainbow teased Fluttershy about something she would get all flustered and annoyed, sometimes not even talking to anyone for a couple of minutes (especially if it was sexual). But now she was acting like faux-offended at Rainbow's comment, playfully batting it away by calling Rainbow 'naughty'. The sense of unease and suspicion in Spike doubled.

"Say, did you girls here giggling earlier?" Spike asked, a question that would line up the final nail in his fears.

"That was us silly." Rainbow responded, using a very irregular word at the end of her sentence. Normal Rainbow would have called him a 'dumbass'. As she finished her sentence both the girls giggled the same sickly sweet girly giggle that he had heard before, the one that sounded near the exact same as each other, almost like two of the same voice in sync. It confirmed his dread, they hadn't just changed physically, but mentally as well.

Spike breathed deep and felt the pit that had been forming in his stomach drop down further. They weren't even halfway to Baltimare yet and they were already in that bubbly stage he remembered well from his youth. Luckily, they weren't totally sex-obsessed yet, but they were definitely showing the signs of usual air-headedness that would be difficult to wrangle. But they weren't completely dumb yet, so they could still rely on them to get them to the Foal Mountains on time. Speaking of which, it was probably about time to start rounding up the party. Spike crawled from the tent and stood up, stretching the slightly stiff muscles in his back with a satisfying pop. As he surveyed the camp, he found Twilight disassembling her tent over the way, past the now lightly smoldering fire.

"I'm gonna go talk to Twilight, see if we can't get this show on the road." Spike said, pointing over to the woman in question. As he began to walk away he felt a hand grab his wrist firmly, stopping him in his tracks and prompting him to turn around. He saw Fluttershy behind him, arm extended and holding his own with a smile on her face.

"Hold on there... I wanna talk..." Fluttershy said extra coyly, but a playful kind of coy, not her natural shyness. This was accentuated by her gently rocking her upper body from side-to-side and deliberately avoiding eye contact.

"Sure." Spike said, turning around and coming close to his girlfriend's body, noticing that there was a definite change in height from last night. She pulled him in closer, subtly drawing their bodies into one until their bellies were against each other and Spike had his chin resting against the softness of her tits.

"I never got to thank you for last night..." Fluttershy whispered slowly with a sly flash of her teeth. Spike was about to respond but noticed that Rainbow Dash was still nearby, her body lent forward, and an ear tuned into their private matters. With a huff, Spike pulled Fluttershy away from the woman in an awkward shimmy. Rainbow got the idea and left with a roll of her eyes.

"You're welcome. Maybe to make it up to me you can try lasting more than five minutes next time." Spike chuckled, alluding back to Fluttershy's premature episode last night. Fluttershy scoffed in a very flirtatious manner and gave a frisky slap on his pert ass, quickly doubled up with a pleased smile. "Although I've got to say you were on fire last night. So hot..." Spike bit his bottom lip as he remembered how open and steamy last night's tent adventure was.

"Th-Thank you..." Fluttershy chirped, tussling her hair and trying to hide from Spike's gaze behind it. Spike lifted a hand to move the soft pink ruffles away from her face and place a modest kiss on her lips. As they connected, Fluttershy cranked up the dial and immediately slipped her tongue in, making the smaller man jump in his skin lightly. He accepted her and soon they were making out while keeping their hands tight on each other's bodies. Spike was the one to separate, knowing that some of the other girls were probably watching (and getting jealous) at the show. "Maybe tonight you can come to my tent... I'm sure Rainbow wouldn't care." Spike's eyes widened a little at the suggestion, surprised his usually shy girlfriend would suggest such a voyeuristic invitation.

"Maybe... But I'll leave you to think about that while I get ready for the trip." Spike said, slowly pulling out of the embrace and giving her a quick wink.

"Mmmm... Ok." Fluttershy nodded, holding her balled hands towards her mouth and blushing a baby pink. Spike smiled, lamenting how her usual debilitating shyness was much more playful and flirty under the effects of Cupio. Spike did take into consideration that the effect was basically the work of evil and not something to be appreciated, but it was too darn cute to ignore.

As Spike walked from one side of the camp to the other, he heard a heavy sigh come from his left and a few meters down the hill. He looked down the grassy bank to see a shirtless but still bra-wearing Applejack walking up the incline and toweling off her long, honey-colored hair.

"Howdy tiger." She spied him and, in a lightning-fast whip, threw her damp towel towards him. Due to Spike's natural clumsiness and the sheer speed at which Applejack hurled the towel at him, he couldn't throw his hands up fast enough to catch it and it instead hit him directly in the face with a heavy yet satisfying wet slap. As Spike reeled from the faceful of soggy rag and peeled it from his face, seeing a sniggering Applejack in front of him.

"Howdy yourself..." Spike muttered, handing her towel back to her and letting her go about wringing the last few drops from her hair. "Sleep ok?" He asked. Applejack crinkled her brow a little bit at the question, finding it troublesome. Not the question, but it's context.

That question sounded like something a boyfriend would ask a girlfriend after sleeping separately. Simple small talk between two close lovers, reassuring and comfortable. But between them it felt stunted and awkward. Even their body language was wrong, they should have been embracing, breast-to-breast in a tight hug as their hands rested on their respective sweet spots and ending with a soft, gentle, and compassionate kiss. Instead, they were separate, standing a few feet apart, arms by their sides and fumbling simple eye-contact. The sordid situation was felt by both members as the seconds ticked by, the cringeworthy scene increasing in sheer brow-crinkling intensity until it was unbearable for both members.

"Uhm, not bad I guess. You?" Spike finally answered after a few abnormally long seconds. As he began idly scratching the back of his head as a way to appear normal and not awkward at all, Applejack began slowly and subtly inching her way over to her boyfriend. It didn't work, of course, the situation still felt uncomfortable for the both, all until Applejack was against Spike's body.

Her thick, tanned and modestly freckled arms clasped around him, pressing her naked abs against his clothed ones. She sighed gently through her nose, feeling the comfort of his intimacy jump and bounce over her skin, taking time to make sure that every limb of her body was against his in a strong, almost dominating hold. Spike now had his nose perched on the strained bridge of Applejack's bra and was smelling the hints of fresh water and soap from her recent wash, all while lamenting the fact that this was his second time having tits shoved in his face this day, and likely wouldn't be the last. Although unlike when he was younger, this was not unwelcome to him. He recuperated by placing his hands low on her back, just at the waist of her cargo pants, where he felt a slim peek of panties clinging tight the top of her butt.

"I always sleep better when I'm a lil' tuckered out. Maybe you can help me wit' that, I know an 'exercise' that always puts me to sleep." Applejack whispered quietly, her country twang replaced with a heated murmur that made Spike grab a little tighter at her taut, skinny waist. One of Applejack's hands climbed up finger-by-finger across his back, resting on his neck as her tips stroked the shortly cropped hair on his head. It was a definite change from their previous situation, from awkwardly distant to sexually charged, but for some reason, Applejack still felt something missing, something wrong.

Although that wasn't going to stop her from enjoying having her boyfriend body-against-body with her. Her hands were moving slowly, owning every inch of his body with intermediate squeezes and plucks, starting at his neck, working down the finely defined muscles of his back and landing above his hips, the same place he had his hands on her body.

"I'm guessing you're not talking about the cross-country trek, are you?" Spike responded, keeping his hands stationary on his girlfriend's body. Applejack smiled at his joking jab, leaning down so the top of her forehead was resting against his own, where she flashed him a smile as bright as marble.

"Hmmm, nah. I think you know what I'm talkin' 'bout..." Applejack's words were laced with a sing-song quality to them, almost like the tone of a teasing child, but in a much sexier way. Spike chuckled a half-sheepishly and began rubbing his fingers against her rolling, tanned skin.

"I think I'm getting the idea. How about I leave that until tonight? I'm sure you can think of something interesting for us to do until then, right?" Spike raised a sharp, green eyebrow and Applejack almost instinctively began chewing her bottom lip. "In the meantime, I've got to deal with some business. Keep you in your thoughts, ok?" He disconnected from the girl's smoothly curving body, although despite the obvious direction that he wished to separate their bodies, Applejack still held on, her hands even tighter, practically buzzing to slip their thumbs under Spike's waistband, pull his pants down and do unspeakable things with her mouth.

"We got time before we leave, maybe we can slip off behind a tree and do all the things I'm thinking right gosh-dern now." Applejack hissed antsily, her body threatening to react wildly to the sexual anticipation, her hands fiddling and her knees knocking together anxiously.

"Nuh-uh. It's fun making you wait." Spike's sadistic grin made Applejack grit her teeth.

"You're a real sumbitch, you know that?" The words seethed out of Applejack's mouth, devoid of any real hate but playing along with Spike's ruthless teasing. Much like a fine wine she knew the sex would only get better with time. But she needed something now, a little bump to keep her going for the next few hours. She angled her head and took Spike in a strong, possessive kiss, both their lips soon settling and playing with each other. The heat infected the too, their hands once again grabbing and grazing over the most sensitive areas with wanton abandon. Applejack kept her hands on his shoulders, pulling and pushing him into her body almost like they were making love with their clothes on, Spike, on the other hand, had his fingers spread across the curve of Applejack's ass, all five appendages sinking into the khaki-clad cheeks and digging with each second the kiss continued. The warmth of their mouths and caress of their lips sent a raw sense of need through their bodies, heat whelming slowly until they were ready to rip their clothes off their bodies.

Spike was the first to pull away, he still had things to do other than entertain his lady friends. The pair took a few seconds to regain their regular breathing, Applejack smirking and looking down at her boyfriend.

"I'll let that be a taster of what yer in for tonight..." Applejack clicked her tongue at the end of her sentence and then laid a playful smack on Spike's ass, making him jump a little. With that she slipped her hands off of him, Spike's own hands falling to his sides as she walked past him. Spike looked over his shoulder, seeing Applejack add a drop of her hips with every step of her sashaying to her tent, her well-filled ass jumping up and down until Spike was snapped away by a voice in his ear.

"Does her ass look bigger or something?" Twilight had her head parallel to Spike's, bending down and looking at Applejack walk away much like the young man was. Spike jumped slightly, ripped from his singular ass-gaze and dropped back into the real world by Twilight's interjection. The man shut his slack jaw and turned his head seeing Twilight stood straight up, hands clasped behind her back, chest puffed forward, and a sweet, innocent smile beaming down at Spike.

"Morning Twilight." Spike said, a small shake of weariness in his voice.

"Morning bro." She chirped back. Spike sighed unnoticeably to himself, his suspicions confirmed. She had only ever called him 'bro' when she was under the Element's effects. He quickly looked her up and down, noticing that yes, she was in fact much more voluptuous around her breasts and hip region and skinnier in the waist. The effects hadn't slowed at all, he was dealing with Stage One bimbos all around.

The 'Stage One' was similar to what Spike saw after the girls first used the Elements of Harmony against Princess Luna (then Nightmare Moon), but before when the used them on Discord. They had grown in all the places needed to become bombshell babes and had their minds dulled more than their regular selves. Spike was secretly hoping that Twilight might retain herself under Cupio's curse, but evidentially she couldn't put up and effective resistance when it took her in her sleep. Fortunately, for now, she wasn't totally sex-crazed like she would be in later stages, and Spike could still work with her to get to the Foal Mountains.

"How are we doing on getting the camp packed up?" Spike asked, looking around to see the progress of their packing. By now Spike thought they should have at least had their tents down, but as he looked around and saw tents still held up and the girls more concerned with fixing their looks than packing their personal gear, his hopes were quickly diminished.

"No 'how'd you sleep?', OK." Twilight pursed her lips and rolled her eyes at her brother's neglectful conversation skills.

"I can ask that on the road. Right now, I need to know when we can leave." Spike was a bit authoritative in tone, no time for small talk.

"Uhhhhh, yeah... We're kinda behind schedule there. I was reading the log I wrote yesterday, and we should have... We should have left about... Five minutes ago." Twilight chuckled timidly, obviously embarrassed at her tardiness. "That's no good. Damn it! Sorry... I guess I got distracted or something..." Twilight looked away and rocked her shoulders from side-to-side, trying to look rather cute as to avoid any wrath for her ditziness.

"That's... That's fine Twilight. But let's start packing up, you start loading all the loose supplies onto the wagon and I'll tell the girls to get these tents down." Spike said, trying to sound like a leader.

"Ok, cool... Or we could split the girls up, have one half disassemble the tents, one half load the supplies, and I could start an itinerary." Twilight suggested plainly, a small hint of smugness in her words. Spike raised his eyebrows, surprised at how much cognitive ability Twilight maintained overnight. Although he must have been kidding himself if he didn't expect Twilight to make at least one list.

"Yeah... We should probably do that. I'll start with the tents." Spike agreed, slightly embarrassed. He went to walk to the nearest tent past Twilight, but she placed a hand squarely on his chest, stopping him.

"Actually, I've got a more important job for you." Twilight said, making Spike raise an eyebrow. She pulled a hand from behind her back and revealed in it a small, rounded, white bar of soap and a tightly rolled pink towel. "I know you're a big, strong man and all, but me and the girls would appreciate it if you gave yourself a quick scrub." With that, she dropped the bar of soap and a rolled towel into his hand and patted him on the back. Spike rolled his eyes in response and clasped his hand around the bar.

"Alright. See you later." Spike turned to walk away and get on with his requested scrubbing.

"Wait, Spike." Twilight called lightly, making the young man once again stop in his tracks. "I just wanted to say..." Twilight sighed, her fingers fidgeting with the bottom of her t-shirt. She extended her arms, pulling Spike into an unexpected hug and bouncing his head across her tightly clothed breasts. Spike settled his temple on the straight of Twilight's bosom and she followed similarly, resting her temple on his shortly cropped spiky hair. She sighed in comfort, slipping her hands around the small of his back and clasping them together, keeping Spike firmly in place. "Thank you for staying with me last night. I've been thinking about what you said, and I want to say... Whatever happens, whatever we do, you'll always be my little brother and I know you can do anything to keep your kids safe." Twilight gave a final tug with her liked arm, drawing Spike in closer with the affection of a big sister.

"Thanks, Twi... I won't let you down." Spike patted his friend squarely on the back, hoping the friendly gesture would subtract from the sexuality of having his face once again thrust into tit. With that, Twilight released him with a smile, rubbing his broad shoulder tenderly before turning and attending to her duties. Spike watched her as she left, lamenting on her sisterly nature in the moment. It was tender and heartfelt, but Spike couldn't get over the fact that it would soon be gone. What was once a mother, sister, and friend would be turned into nothing more than a mindless slut. Sure, it would be fun in any other circumstance, but Spike knew that the pressure would be on come tomorrow night.

And that's not even talking about their relationship. Would they still be brother and sister? Mother and father? Maybe it would be best if they weren't during that time. Spike sighed as he remembered all the progress they made in mending their relationship, most likely thrown away after the events of this adventure.

He decided that that would simply be a problem for future Spike to deal with, and right now he needed to focus on getting the journey started. But first came washing, after all, Twilight always said 'cleanliness is next to punctualness'. Well, she actually said everything is next to punctualness.

Spike turned around and immediately felt a force hit his chest equivalent to a freight train. Without knowing it, he was on the floor, limbs splayed, lungs completely airless, and face filled with a forest of dangling, curly, pink hairs. He was quick to deduce that the ravenous Pinkie Pie had been the culprit who assaulted him, given from the fact that she was lying her body across Spike's own, keeping him pinned to the ground.

He was about to talk, a snarky comment no doubt, but his mouth suddenly became preoccupied as it joined with Pinkie's thick, juicy set of lips. He heard the vibrating tremors of her playful giggle run from her lips to his as they both locked together in a mutual display of passion. Spike was always ready for a surprise kiss, especially with Pinkie Pie. It was her preferred method after all.

They continued kissing, lips hungry for each other with Spike leaning his head one way, Pinkie in the opposite so they could lock lips as deeply and comfortably as possible. It wasn't long until Pinkie spiked her tongue in, gaining entrance to Spike's mouth with zero resistance. Spike entertained his guest, sliding and tussling with Pinkie's wild muscle in a quickly inflaming make-out session.

Just as it began heating up, Pinkie breached and pulled away, leaving Spike with a pair of blue balls (or rather blue tonsils). She pulled her top half up, sitting her hips down on his lap in a quite dangerous manner, especially when paired with the curve she was putting on her back, emphasizing the fullness of her slightly inflated breasts.

"Any particular reason for that?" Spike questioned, his hands naturally finding themselves on Pinkie's thick thighs.

"Well, I saw you make-out with Fluttershy. Then I saw you make-out with Applejack... And I just couldn't keep my hands off!" Pinkie giggled as she shook her fingers ferociously up and down Spike's sides, tickling him mercilessly until she jumped back up to her feet and skipped away in one fluid motion, off to do Celestia knows what.

Spike, confused and still with Pinkie's saliva on his lips, got back to his feet and began walking where originally intended. The bank was still as steep as last night, and the slick morning dew on the green blades of grass certainly did help, but fortunately, he made it down without tripping.

He stood before the large pool on a small, rocky outcrop, the same spot he and Twilight had sat the previous night. His eyes studied the rock silently, remembering how they talked and bonded the previous night. His mind was taken back to the cold night air, what the talked about, and eventually the comparison to the Twilight he saw last night and the one he talked to this morning. He shook his head, trying to physically shake the thoughts from his mind. Instead, he tried to focus on getting clean.

He went to loosen his t-shirt from his torso, but he stopped himself before he could reveal skin. He turned his back and looked up the hill. He scanned the hill line and the trees at either side, trying to spot the dome of someone's head. He didn't think the girls would be spying on him undressing and bathing, but right now, he wouldn't put it past them, and currently, it was wise to not encourage them any further. He had plenty of that coming in the next few days.

He began walking to his right, to where the trees sprouted up to form a thick forest running down the hill. With all the shrubbery his naked form would be difficult to spot in the water. As the thick shade of the trees masked him in shadow, he began doing what he was set out to do, bathe.

However, he found something peculiar stationed at the trunk of a tree. A tan t-shirt laid across the thick, digging roots of the tree and next to it a pair of cargo pants, hiking boots, socks, underwear, and a pair of glasses with thin frames and rounded lens. Sunburst's glasses to be specific.

Spike turned his head and investigated the waters, his suspicions confirmed as he saw a nude Sunburst standing in hip-high water. He was turned away, only his back and wild hair visible to Spike and from his arm movements, was obviously washing his chest.

Spike looked around again, checking sightlines where someone could spy on him. There were some places where a girl or two could hide and ogle at him (or Sunburst for that matter), but he couldn't see anyone. It seemed safe enough. However, there was another problem that presented itself. Dealing with Sunburst.

Part of him wanted to walk away. He could easily find another place to wash, or simply wait for Sunburst to be done. But part of him saw an opportunity for a bit of bonding between male friends. In a totally heterosexual manner, of course.

"Crazy up th-" Spike's opening sentence was cut when Sunburst, obviously startled by the surprise voice behind his back, jumped near fully out of the water before landing and instinctively going to cover his shame.

"Wah! Wha-What are you doing Sp-Spike?" He asked, voice wavering as the adrenaline rushed through his system. His hands were firmly clasped over his crotch despite still having his back turned to Spike.

"Woah there! I was just coming to scrub down." Spike held his hands up defensively, brandishing the bar of soap and towel as evidence to his good intentions.

"C-Couldn't you do it... Somewhere else?" Sunburst asked, a sense of urgency in his voice as his eyes darted back and forth from his body to Spike's, never landing on Spike's eyes though.

"I could, but I wanted to talk. Just us guys." Spike, much to Sunburst's disdain, began undressing a bit too casually.

"Uhhh... Ok. I guess." Sunburst murmured, his feet firmly planted in the wet mud underneath the clear water. He turned his head as Spike began stripping his clothes, boots, socks, t-shirts, pants, and finally underwear. With him fully nude he stepped down the sandy bank of where land met water, feeling the dampness fill his sole until he finally entered the waters, finding them pleasantly cool. Technically he couldn't feel anything, his thick dragon skin and high internal body temperature meant everything felt tolerably warm to him, but the placebo made him feel colder. He walked under his body was emerged to the waist, where he turned to Sunburst. Sunburst was still turned away of course, and Spike couldn't blame him. After all, it was a very awkward situation.

"So, as I was saying. Crazy up there, huh?" Spike began, breaking the pregnant silence with a question.

"Up where. The camp?" Sunburst asked, slowly beginning to wash again, small, stilted circles of suds on his chest. "I guess..."

"You guess?" Spike reuttered his statement. "You don't have to guess. Just take a look." Spike chuckled as he dipped the bar of soap in the water and began lathering up his arms.

"I'm... Not quite sure what you mean..." Sunburst talked slowly, piecing together what Spike really meant. He knew but decided not to talk about it, after all, it was a very awkward topic, especially to him.

"Really... Haven't noticed that the girls have gotten a little bigger in certain places? Specifically, their tits and ass?" Spike's blunt words produced a flustered splutter from Sunburst. "I'll take that as a yes." Spike chuckled once again.

"Well... Yeah, I guess I did kind of notice." Sunburst submerged his bar of soap beneath the water and ran it over his already soaped up torso, rinsing it off and applying another layer in the same move. "I mean... I wasn't looking. I definitely wasn't looking at Pinkie, Applejack, or Fluttershy at all, if that's what you want to know." Sunburst said defensively, scared Spike had come to interrogate him for ogling his ladies. Spike simply chucked in response.

"Don't worry, I wasn't," Spike said, his bathing continuing to his upper chest now. "So, do you know what you're dealing with here?" Spike asked.

"Dealing with?" Sunburst asked right back.

"With the girls? And their 'changes'." Spike said, still soaping up his wide torso.

"Well from what Celestia said I got a vague idea." Sunburst looked around him to the forest line, checking for any nosy ears. "And I've heard stories about 'Ponyville Girls'..." Sunburst whispered barely audibly. Spike nodded to himself, knowing what he meant. Ponyville's sexual liberty had become so legendary amongst the Equestrian population that the condition of its citizens and their profile was instantly recognizable when out-and-about in different cities. They were especially popular among men, who saw them as a valuable piece of any sexual collection. Go to any bar in Manehatten past 10 o'clock and it is guaranteed one drunk friend is recalling someone about their own experience with a 'Ponyville Girl. 'Ponyville Girl' even wormed its way into the Equestrian lexicon, meaning a lady who was particularly 'loose'. "But if this is as bad as it gets, I think I can handle it."

"Oh Sunburst..." Spike shook his head and laughed, finding his ignorance amusing. "This is just the beginning. Trust me, it’ll get worse."

"Worse? How much worse?" Sunburst asked, moving his washing from his upper chest to his belly.

"Well for one, your gonna need to drink a lot of fluids in the next couple of days. Eat some pineapples too." Spike commented with an intentional vagueness.

"Pineapple? What-" Sunburst muttered under his breath before Spike continued.

"And secondly, well. Did you notice something about the girls this morning?" Spike asked. "Other than their curves."

"Well... I did... But I don't want to say." Sunburst looked downward embarrassed, knowing what sort of changes Spike was talking about but refusing to discuss them. If anyone were to hear them they might take a large amount of disrespect to his words.

"C'mon Sunburst. What's some chit-chat between us guys." Spike said reassuringly, continuing to wash and rinse his smooth skin.

"Well ok... They just seemed a little... Duller around the edges, if you know what I mean." Sunburst said, his tone hushed and his words internationally ambiguous, as to not harbor any possible contempt.

"Mmhmm. Let me tell you Sunburst. That's gonna get a whole lot worse." Spike sighed. He once again dipped the soap underwater and brought it to his middle chest, slowly running a wet line of sudsy soap over the top of his abs. "That's actually why I wanted to talk to you. If what Celestia said was true then we can expect the girls to get even 'duller' in the next couple of days, but we'll keep our wits for a little while after. Basically, we'll be in charge of leading the group."

"Just us two?" Sunburst asked, feeling a sudden wash of anxiety as he imagined trying to wrangle seven horny women across unknown lands, all while his own integrity deteriorated until he himself was another horny fuck-stallion. That last bit didn't worry him that much, but it still proved problems.

"Just us two. So, I've got to know whether I can rely on you, Sunburst." Spike asked, slowly wading through the water.

"Well you can count on me Spike, it's my Equestrian duty, right?" Sunburst asked, adding a light chuckle to the last half of his sentence.

"Sunburst. It's not just for Equestria." Spike paused abruptly. Sunburst was about to turn his head to see why, but he now knew why. Spike placed his hand gently on Sunburst's shoulder, a friendly hand but still incredibly awkward and uncomfortable for Sunburst. The poor redhead man looked at the firmly clasped fingers laying on his shoulder, then down the arm they belonged to, eventually looking Spike in the eyes for the first time since he got into the lake. In any other situation, it would have been welcome, a sign of good faith between two friends and confidants. But when both members were naked, with only the crystal-clear water of the lake not even hiding their genitals, it certainly felt a little weird.

Spike, on the other hand, seemed A-ok about it, after all, he was the one who initiated contact. With multiple sexual exploits and 'Bangfests' under his belt, he was totally used to seeing the male form nude and it caused him zero sexual discomfort what-so-ever.

With his mouth suddenly incapable of forming words at the sudden, homoerotically charged contact, Sunburst could simply nod and hope he would stop touching him if he did so.

"Thank you, Sunburst..." Spike let go of his shoulder, the air flooding back to the Unicorn-Blood's lungs and the goosebumps retracting from his skin. He turned his head back, looking downward and wondering what just happened. Was Spike hitting on him? He didn't know he swung that way. "Oh, and Sunburst. Just a word of advice, we're going to see a whole lot of each other in the next couple of days. And I mean a whole lot... Naked."

"I got it." Sunburst replied.

"Just saying, you should probably start getting comfortable with it soon," Spike advised, a small gleam of cockiness in his words. "Just try not to stare too long." Spike laughed at his own joke, but from Sunburst's stoic expression, he found it less than humorous.

The two continued to bathe in silence, each trailing the bar of soap up and down their respective bodies, soon becoming clean as whistles. After Sunburst had finished wetting his thick, bouncy hair to a much flatter, straight, slicked back look while Spike held his legs out of the water and was finely scrubbing away at his thighs. As Spike worked over his legs one at a time, his vision rested back on the numerous trees of the forest, making sure no one was spying.

As he scanned the dark, shaded woodland he noticed something. About ten meters up the hill and behind a particularly thick tree trunk, Spike could make out an unnatural collection of shape and color sprouting from behind the wooden base. From what he could see, Spike guessed it to be a leg poking out, specifically from the knee downwards with the toes of the boot bent and firmly planted on the ground, as if whoever it belonged to was crouching.

With a poor angle to see the sneak at and several trees muddying the picture, he gently waded through the water to his left, hoping to find out whoever was spying on him. When he eventually rounded the distant curve of the tree, he found that the spy wasn't after him at all, but rather after his friend Sunburst.

The bouffant curl of Starlight's hair was instantly recognizable, as was the thin marine highlight nestled within her purple drapes. Spike was half-shocked, half-not at Starlight's invasion of personal space. He knew that she would certainly be different and a little bit stalker-y with Sunburst, but spying on him in the nude? That seemed too much even for Starlight's current state.

As Spike rounded into Starlight's line of sight, her attention was suddenly taken from the unaware man of her dreams, and to the interrupting friend staring right at her. Starlight made eye contact with Spike, who in turn maintained eye contact with her. From what Spike could see, she was frozen out of embarrassment, caught red-handed like the Peeping Jane she was. The situation stayed that way for a minute, for Spike a relatively short one, but for Starlight one of the longest of her life.

She desperately wanted to stand at attention and run back to the camp as fast as she could, but it's as if her boots were iron cast. She couldn't move an inch, not even her hands nor fingers could budge. The only thing moving on her entire body was the rapidly beating heart in her chest and the trickles of sweat down her temple. Spike was similarly stoic, his face adorned with a cocktail of emotions: Disapproval, disgust, second-hand embarrassment, and the most scathing of all, disappointment.

Spike slowly began shaking his head at Starlight, slow and with a look of pure disappointment that was fully intended to tease Starlight about both her crush, her voyeurism, and the fact that she slipped up. The look of disappointment soon turned into a stifled smirk, broadcasting his amusement to the petrified woman. In response, Starlight finally found the courage to move her body, manifested by her flipping up her middle finger at Spike.

"Say Spike." Sunburst asked from behind Spike, making him turn quickly and causing Starlight to duck out of view.

"Yeah Sunburst?" Spike responded, trying not to look suspicious.

"Well... When the girls start getting... Horny. Do you think they'll try to have... Sex with me?" Sunburst asked, not out of some hopeful thirst, but rather a sense of curiosity, preparedness, and a little fear. Spike paused before answering, lamenting his answer. He looked over his shoulder, back to the woods and to where Starlight had perched herself. She had half her head ducked out from behind the tree, her face cut off at the nose. She was trying to listen in no doubt, an effort to catch any word from their conversation that might involve her.

"Yes. It's just up to you whether you let them." Spike finished the conversation with some sound advice. Sunburst would need all the self-control he had in the next few days, it couldn't help to reinforce it now. Even if that meant sacrificing more of Starlight's sanity.

He just hoped she didn't hear him, otherwise, he might expect a punch in the face when he got back to camp.

"Thanks, Spike. I'll keep what you said in mind." Sunburst nodded and finally turned around to face his fellow man. In the shallow waters that he posted himself in it was suddenly visible to Spike that Sunburst hanged dong. The waters of the lake came up to Sunburst's mid-thigh which is the exact same place his cock hung too, the flaccid head fully submerged the still water beneath him. He stood with legs slightly ajar to accommodate for the sizable testicles that rested behind the long dick, curly scarlet hairs adorning the balls as well as his pubis, where the wild bush resembled the unkempt hair on his head, something Spike lacked entirely. "I thought you said not to stare too long." Sunburst chuckled. Now it was Spike's turn to be embarrassed at the homoerotic tension.

"Sorry." He blurted, his eyes snapping to above Sunburst's waist and slight red hue dusting his cheeks.

"I'll see you back at camp." Sunburst nodded to Spike as he climbed up the bank and out of the lake, his soft member gently swaying with each step. The Unicorn-Blood toweled off, clothed himself, and walked away back up the hill, leaving Spike alone with his thoughts and a bar of soap.

"Why do all my guy friends have big dicks?" Spike pondered aloud before returning to his bathing. As he did he looked back up to where Starlight was hiding and yes, she had passed out at the sight of Sunburst's full frontal.

Spike attended to his body as he normally would, taking extra measure when washing his cock, balls, and ass. For some reason, he had the inkling feeling they needed to be squeaky clean in the coming journey. When he had finished up his bathing, he dried himself with his towel and re-clothed, feeling overall fresh and rejuvenated. With that done he began trotting his way up the hill again, but not in the open grassy space like before, this time through the trees.

He came to Starlight's fainted form, lying on the thick, outcropping wooden roots of the tree that formerly served as her cover. Her legs and arms were splayed out, showing that she simply just collapsed at the mere sight of a fully nude Sunburst. Spike wasn't even sure if she got a good look at the full 'package' at this angle, but apparently, all she needed was some skin. Spike also noted that much like the other girls, she had swelled up in bust and butt while sleeping. Not in a pervy way, just a common perception kind of way.

The young man crouched down and gave the unconscious woman a nudge on the shoulder, making her murmur lightly in response. He repeated his action, being met with another murmur in response. He did it again, and once again she refused to wake. Spike rolled his eyes and grabbed both of the lying woman's shoulder, giving her a few hard shakes back and forth until she finally regained herself.

"Whu-Wha-Wut?" Starlight muttered to herself, running her fringe out of her eye line. She looked to her surroundings, finding herself in a forest with a young man looking over herself. "What happened?" She asked Spike.

"You were spying on Sunburst." Spike said plainly, an element of disapproval in his voice.

"Oh... Yeah." Starlight's eyes widened slightly as she remembered all that happened, and how she got caught in the act. She slowly turned her head to look at Spike, a slightly worried and wary expression adorning her face. "Will you promise not to tell anyone?" Starlight asked, dreading what his answer would be. Inwardly she was cursing herself for being so rash and reckless and even thinking she could get away with it. But then she remembered the short minutes she was peeping uninterrupted. If she was even a little bit boulder she would have been jilling herself off at the base of the very tree she hid behind.

"I promise not to tell anyone if you promise to control yourself around him for the rest of the trip." Spike answered before standing to his full height. With his body fully straightened, he offered a hand to Starlight, which she took.

"I'm not sure I can keep that promise." She responded as Spike hoisted her up to her feet with ease.

"Will you at least try?" Spike asked the young woman, who responded with a pained wince.

"I can't guarantee anything." Starlight sighed to Spike, who rolled his eyes in response.

"Celestia help me." Spike whispered to himself. "Whatever let's just get back to the camp." Spike grumbled, hoping Starlight might just get her Sunburst fiasco out of the way early for his sake. But something told him that wasn't going to happen. With a bit of speed in their steps, they both crested the hill, Starlight's attention immediately on the now fully clothed Sunburst and Spike's on the camp. Or rather the lack of camp.

"That's better. And you smell better too." Twilight giggled, walking up to him.

"Where'd the camp go?" Spike asked, pointing to where the camp had been. All the tents and stockpiled supplies they unloaded had suddenly disappeared from the grassy outcrop, leaving a small pit of ash in the middle from where there had been a fire the only evidence that they were there.

"Where'd you think silly?" Twilight pointed over to the three parked and neatly packed wagons stationed by the right treeline, where all the girls had congregated.

"Wow. That was a lot faster than I thought." Spike lifted his eyebrows in moderate surprise. Perhaps he wasn't giving Twilight and the girls enough credit.

"Thanks. We would have gotten it done a little faster, but I couldn't find Starlight anywhere." Twilight said, looking at the woman. The mention of her name snapped her back into reality, her eyes going from Sunburst across the way to Twilight right in front of her.

"Hmm, what? Oh, sorry I was... Using the Little Girls room. Or tree, I guess. I think those sausages last night did something to my stomach. It was like-" Starlight lied before Twilight cut her off by holding a hand up.

"TMI, Starlight. TMI..." Twilight winced her eyes closed while Starlight smirked. She always was a fine liar. "OK. Are you guys ready to go?"

"No time like the present, right?" Spike said, beginning to walk over to the carts and begin the second leg of the journey.

The Foal Mountains. While not as imposing as many of Equestria's other mountain ranges, especially it's close cousin Canterlot Mountain, they still cut an imposing figure over the Equestrian landscape, shadowing Fillydelphia and often Baltimore at times. Not only for their sheer scale, the mountains were home to a thick, dense forest on either side, whose tight and sparsely populated landscape led to very little noise pollution. If one were to stand amongst the tall, highly-riding trees they would hear nothing but the sounds of their own breath. Some believed that the forests were maddening, or possibly haunted.

But as a troop of nine huffing and puffing persons clambered up a narrow forest path, their heavy boots colliding with the dusty dirt road and the wheels of the wagons rocking and creaking, the image was effectively shattered. It also didn't help that every ten feet the group walked, a particular voice cropped up with an annoying question.

"Are we there yet?" Pinkie Pie called out from the back end of the line. A few hours ago, that question would have been met with an annoyed 'No!' by the entire caravan, but at this point, they had been ignoring her for quite a while.

"I don't wanna be like Pinkie or anything but... Are we there yet?" Rainbow Dash asked Rarity, who she had been walking side-by-side with for the past few miles. Rarity, however, didn't react to Rainbow Dash's question. Rainbow, obviously confused by her friend's disregard, looked at her quizzically from the side. Rarity was looking straight forward, smiling and with a certain feminine and considered swagger, almost as if her heavy hiking boots were stylish high heels instead. "Rares?" Rainbow asked again, leaning forward and looking the woman from the side. Once again, she seemingly ignored her. "Raaaaarrityyy..." She sang humorously at her still oblivious friend. Finally, she gave her shoulders a small nudge with her knuckles, which finally caught Rarity's attention.

"Hmm? Yes, Rainbow?" Rarity turned to her friend and plucked two clear earbuds from... Where else? Her ears.

"How long have you had those in?" Rainbow asked, looking slightly slack-jawed at the two squeaky-clean plastic plugs.

"For the last... Few hours I think." Rarity questioned herself, losing track of time on such a long walk.

"And, like, where did you get them from?" Rainbow asked.

"A lady is always prepared, Rainbow. I could lend you some if you want." Rarity pulled out a small plastic casing holding two more identical sound-stoppers and offered them to her friend. Rainbow once again looked at them slightly dumbfounded.

"Why didn't you say that earlier?" Rainbow asked, lips parted and dangling.

"Well, you didn't ask." Rarity stated simply, not reacting well to Rainbow's accusing tone.

"What... Whatever. I just wanted to know if we're there yet." Rainbow sighed, pinching the bridge of her nose at her friend's ditziness.

"Darling I think you've been listening to Pinkie Pie for too long. Do you need some water?" Rarity asked, producing her water canteen from her pack and undoing the lid in a swift movement.

"No... Actually, yeah gimme." Rainbow Dash grabbed the sloshing canteen with both hands and casually sipped at the cool contents. After a few small sips turned into glugging gulps, Rainbow handed the near-empty canister back to her friend and wiped her mouth with her t-shirt. "Anyway, what was I saying?" Rainbow stopped her words in her tracks, racking her brain for what her previous question was. She snapped her fingers when she regained her mind. "How close are we, my back is killing me."

"The 'girls' a little too much for you to handle?" Rarity sniggered.

"Whut?" Rainbow replied lamely. Rarity covered her mouth with one hand and pointed to Rainbow's breasts with the other. "Oh, yeah. Ha!" Rainbow looked down and laughed. Compared to yesterday when she still had her unimpressive A-cups, she practically had a portable bookshelf attached to her chest now. While still not head-turningly large, they were massive when put up against her old tits. She put her hands on the bottom curve, effectively cupping her swollen breasts in a playful manner and giving them a small shake. "Man, they are pretty sweet huh?"

"They are quite becoming on you." Rarity mentioned, her attention now on Rainbow's cupped boobs. Normally Rarity might smack Rainbow's hands away and chastise the crude Pegasus-Blood, but currently, she was more inclined to let her immature self-run wild.

"Yeah. I'm pretty sure guys will be-coming on me." Rainbow laughed quite graciously at her own joke, Rarity simply rolled her eyes.

"Tsk. Please, Rainbow Dash." Rarity handled the smaller woman much like a mother would handle a slightly mischievous child.

"Remember those little barbells I used to have. They were totally hot." Rainbow smirked and nodded to her breasts, fingers dangerously close to touching and flicking her nipples.

"Twilight! Rainbow was asking how far away we are." Rarity called over to a few meters away. The demanded woman was currently leading the caravan on her own, a well-marked and slightly worn map stretched from arm-to-arm in front of her. Twilight pursed her lips and blew a breath out, sending a clutch of purple hair flying out of her eyeline so she could further study the map in detail. She ran over the pre-planned course she had jotted down, her eyes following the dark black line she had drawn on the map to signify the footpath they currently walked upon. According to the various squiggles and her own plot, their overnight destination was...

"What?" Twilight muttered under her breath. She stopped in her tracks, planting her feet firmly on the dirt as the rest of her troop followed suit, some of the more unobservant taken by surprise and tripping slightly into the others. Twilight studied the map, rotating it, bringing it centimeters from her nose, ruffling it, and generally running over it with a pair of squinted eyes. "Oh... Shoot..." Twilight breathed in slowly through her nose, closed her eyes, and let out an elongated sigh. She looked back to the party, all of which were looking directly back at her, and a heavy gulp waved through her throat. "Uhhh, alright guys I may have messed up a teensy, tiny, little, baby bit."

"What do you mean?" Spike grumbled, close to her and an expression of annoyance already present on her face.

"We were supposed to make camp back the way we came." Twilight finally admitted, anxiety rushing to her as the words left her mouth. The feeling wasn't dispelled when the entire group groaned in unison, their friend's ditziness proving to be rather frustrating, even in their dampened state. The most annoyed were, of course, the two non-affected members who couldn't forgive on the basis of empathy, Spike and Sunburst.

"How far back?" Sunburst asked plainly, not mad, just disappointed.

"Yeah Twilight, how much?" Starlight echoed her crushes words, keeping almost uncomfortably close behind Sunburst's back.

"About... Three miles back." Twilight admitted, bowing her head in a rather cute, yet futile manner. She thought maybe using her good looks and demeanor on the guys might get her out of trouble like it used to, but Spike and Sunburst were not biting on this bait.

"Dammit, Twilight. Were you not paying attention this whole time!?" Spike asked, disappointment is his sister very apparent in his voice.

"Well... I got a little distracted. This forest is totally, like, spooky. I thought something was gonna jump out at us." Twilight slowly ground one foot into the dirt and avoided all eye contact with her friends, feeling a tight pressure in her chest. Her anxiety and embarrassment were present in her body language, and the frustration was present in the others as well. After some good couple hours of walking through the muddy plains and dank marshlands between Neighagra Falls and the Foal Mountains, they were tired both mentally and physically. All they wanted now was to rest their tired bones and worn muscles around a warm campfire, but that dream just ironically went up in flames.

"Well, now what?" Starlight asked, a pair of wide, gormless eyes looking to Sunburst. Sunburst looked over his shoulder, looking back to the narrow and currently filled forest path, he sighed.

"There's no way of turning back, the wagons are too big." Sunburst noted, scoping it out in his mind. He was right, they'd most likely get caught against the tree trunks running alongside the path.

"I guess we have to keep going. They'll have to be somewhere up ahead, right?" Starlight asked without a pause.

"Maybe. But who knows how far?" Spike looked forward, to the path ahead. He squinted his eyes close, trying to find a turning in the path ahead, but couldn't see one at all. He huffed and looked to Twilight, the one who got them into this mess. "Can I see that map?"

"Sure..." Twilight sighed, holding the crumpled map at an arms-length, still looking just as sad and dejected. Normally Twilight would have risen above her negative feelings and owned her mistake, but now she stayed in her small pit of despair, almost as if she was enjoying it secretly. Spike took it off her, attempting to look at Twilight whilst doing so, but she chose to hide behind her own bangs.

Spike ruffled the paper of the map and held it taught between his hands, looking closely at the surface. Luckily, he could understand Twilight's handwriting and drafts perfectly, a side effect of being at her side 24/7. If the map and Twilight's scribbles were correct, there would be another sizable clearing about...

"Eight miles." Spike sighed, looking up from the map to the long stretch of dirt and trees ahead of him.

"Eight miles!?" A few members of the group exclaimed while the remaining few let out very annoyed groans in response. Spike folded the map back into a neat rectangle as the others got over their individual strife. He was annoyed too, but he didn't show it on his face, not like the others at least. The only one who wasn't visibly upset by the sudden extension of their journey was Twilight, who was instead feeling an intense pang of embarrassment and shame at her mistake. Her eyes were clenched shut and her lip downturned in resentment over her failure, her stirring emotions creeping up her throat into a tight ball, soon threatening to encroach around the rims of her eyes.

Spike looked over at his friend, eyeing her up and down. He was already half-ready to forgive her mistake, given her current dulled disposition, but as he looked at her now with her telltale signs of incoming waterworks, his sympathy only grew. He stepped over to her and placed a hand softly on her shoulder, following it up with an arm around her other in a tender hug. The fleeting sniffles of a runny nose sounded in his ear, each one decreasing in volume until she was ultimately silent.

Spike pulled back to see her, noticing that a single tear had escaped her, which he quickly dashed away with a thumb.

"C'mon we've got a ways to go. You can feel sorry for yourself when we make camp." Spike chuckled and gave his sister a small pat with his fingers. Twilight smiled with a slight ducked head, rocking her top half side-to-side gently in a cute manner. Spike handed the map to her and she took it firmly, making sure it was now the right way up before stepping forward.

The others, doubtful of Twilight's tracking skills, had no choice but to follower, as Spike moved to the back of the line to hitch back up to his wagon.

After another near two hours of walking up the forest path, the plumes of dust that the group had been kicking up finally settling as they looked upon their campsite for the night. It looked quite picturesque for the mysterious mountain range, a small grove within the tightly knit evergreen forest, walled in with trees on the left and right, and the steep rocky face of the Foal Mountain's largest summit, Snowdrop's Peak. The grove itself was also considerably rocky, but where the mountain's terrain was craggy and jagged, the three large and layered platforms of earth were smoothly rounded in comparison, although still rough to the touch. However, the rocky overhangs were home to sizeable areas of grass and soil, deep enough to firmly plant the tents and camp the night away. The woods to the south were even spacious enough to allow travel to the Neighagra River they followed, meaning water and washing wouldn't be a problem. The girls were all verbally thankful for this, as their newfound beauty regimes would not go uninterrupted.

The girls each unloaded their heavy packs from their worn and aching shoulders onto the ground and began going through the same routine they did yesterday, falling onto the grass with arms splayed and expressions of glee for finally being able to rest. They each performed their own little 'cooling down' rituals.

Pinkie Pie dousing the remains of her canteen over her face, although her aim was far off, mainly unloading the contents onto her t-shirt, soaking it and causing the now heavy fabric to cling to her impressive bust. Fluttershy began fluttering her shirt up and down, sending pleasant puffs of cool air onto her sweat-sheened midriff and causing her tits to jiggle slightly in the confines of their bra. Applejack, despite being the hardiest of the group, felt the heat same as everyone else and completely pulled her t-shirt from her torso and began fanning her slightly shiny golden bosom and toned abs with her hat. Everyone followed suit, all trying to relax after such a long walk. Spike looked over the group of gasping and panting girls, Sunburst by his side, no doubt wanting to join them on the large blanket of grass.

"Before you guys get comfortable..." Spike said, walking round to the back of his wagon. He pulled from the cart's inventory of supplies two long, thin bags and dropped them to the ground. "There's the matter of the tents." Spike kicked the bag over to the nearest resting woman, Rarity, who looked at it with a mixture of disgust and sorrow. Intermediate groans rang off from the spaced-out girls at the mere thought of manual labor, but Spike was not about to let them off easy. They were already behind schedule for the day after the map mishap, so they would need to double time it now. "C'mon Rarity. I'm sure you can't get your beauty sleep if you haven't got a tent."

"Ok, I'm up." Rarity, upon hearing her beauty sleep may be tampered with, instantly shot up from her lying position, quickly finding her feet and grabbing hold of the tent with both hands. "You know Spike, maybe it would be better if we shared a tent. We wouldn't have to put yours up. And you could, like, snuggle up with me if you wanted." Rarity offered, sauntering over to Spike with a certain predatory gaze and airy voice.

"Well..." Spike said, a sudden feeling of awkward anxiety flooding him. How was it he still buckled under Rarity's flirtatious ways, even after all they had done. Maybe it was the feeling again, the feeling of her hungry seduction that he had not felt since before their child. It almost felt like he was back in Ponyville, a young teenager surrounded by teasing bimbos. Rarity was always the worst for that, always using Spike's existing love for to tease him further. Was it for her own twisted sense of entertainment or an attempt to finally break him, he did not know. He remembered back to some of her favorite schemes, such as when she would sit him down and parade outfit designs she was testing in front of him, using her own voluptuous body as a mannequin of course. The outfits would all decrease in covered area until a final one which would often consist of slim pasties over her nipples and vagina. Or perhaps more provocatively when she would invite him over for afternoon tea and wear her shortest, tightest miniskirt paired with a distinct lack of panties. Every time she would uncross her legs or bend over a desk, Spike was given a quick flash of her 'goods'.

Perhaps her most famous exploit was the night she sent for Spike's assistance in getting a rather large order out on time. He came of course, at that age he didn't know better, and Rarity was all too willing to exploit his ignorance. The task started innocuously, Spike helping Rarity with whatever she needed, but as the pile of work decreased, the moon rose until the two had finally finished at the dead of midnight. The young Spike, tired both physically and mentally was persuaded to stay in Rarity's guest bedroom for the night and make his way back to his home in the morning. He protested, but Rarity's generous nature was too much for him to refuse. He wished he did, however, as he found out that the guest bedroom was adjacent to Rarity's own master bedroom and the walls were very thin. The heated moans, squeals, and screams of orgasmic pleasure muffled through the wall kept him up all night and the screams of Please, fuck me Spike! stayed in his memory to this day.

"Only joking, Spikey." Rarity giggled, flicking Spike's chin amusingly and sauntering away to her still unpacked tent. She was shortly joined by her tentmate for the night, fellow Unicorn-Blood Twilight Sparkle.

"Were you only joking there?" She asked, pulling the contents of the tent out one-by-one and laying them onto the dirt.

"Hmmm, maybe. I think it was half serious, half not... Serious." Rarity commented, helping Twilight in pitching the tent. With the poles out, the bag was empty and quickly thrown to the side.

"Have you thought about it? What we talked about in the carriage the other day? About 'You-Know-Who?'" Twilight asked, unfolding the instructions for their tent. She had mostly remembered how to set it up from yesterday, but she was currently doubtful of her memory skills compared to yesterday, especially after what happened with the map.

"Like, how could I not?" Rarity chirped, cheerier than Twilight anticipated. "I mean, hello! Look at that prime piece of man. What a total hunk." Rarity commented, quite blatantly looking over her shoulder at the young man setting up his tent across the way. She admired the way he worked, while not the most laborious of activities, she still watched the way his body moved. His arms flexed as he hoisted the supplies from the wagon, his muscles strong and movements assertive, carrying the hefty equipment with ease. With his Dragon-Blood strength, he could lift easily well above four hundred pounds of mass. While relatively minute compared to what the likes of an Earth-Blood could pull off, the feat was still appreciated by Rarity. What she wouldn't give to have his big strong arms wrapped around her, lifting her like she was but a ragdoll. She was snapped out of her admiration with a quick tap on the shoulder by Twilight. She looked back at her, also noticing how hard she was biting her bottom lip.

"Well, what are you gonna do about it?" Twilight asked, continuing with the tent by extending the thin metal poles all the way outward. Rarity, in turn, began laying out the fabric base of the tent floor flat on the ground.

"Well, what else? I'm going to put my womanly charm to some good use. This new body might certainly help too." Rarity said, hushed so that Spike might not hear. "I heard about his 'encounter' in Fluttershy's tent last night, I'm sure he wouldn't turn down the opportunity... For sex I mean." Rarity stated quite obviously.

"Yeah, I got that part." Twilight rolled her eyes. She unfurled the outer shell of the waterproof canvas tent and began connecting the base of the tent with the overhead cover. She was slow to figure out how the two pieces fit together, but after a few unsuccessful attempts, she figured it out. "But what about, y'know... All that other stuff."

"The other stuf- Oh, you mean upgrading him from boy-toy to boyfriend. Well, I figured it would come after... Engaging with him... Sexually I mean." Rarity stated once again, helping Twilight with the tent until the two parts were fully attached.

"I got that. But..." Twilight said, stepping back from constructing the tent to look at her friend in her eyes. "No offense, have you ever really gotten a boyfriend from a one-night stand. A good one?" Twilight asked. The question didn't just come from Rarity's experiences with the old cum-and-go method, Twilight had remembered a few times where she found herself with a less than suitable guy after a night of clubbing. All the girls had.

"But those were random men, darling. This is Spike we're talking about." Rarity made a fair point, she had known Spike for seven-plus years now and had really seen him grow into a fine and very dateable young man. "And I'm sure he won't mind a little interest from moi." Rarity tapped a hand squarely on her chest, emphasizing the last word of her sentence.

"I guess..." Twilight pursed her lips, mulling over the idea of Rarity seducing Spike. Back in the day, she wouldn't even have been fazed by Rarity seducing Spike, in fact, she probably would have encouraged it, perhaps she would have joined in even. But with normal-Twilight still, partly in control of her head, her defensive big sister instincts were kicking in. Although her familiar sentiment felt a little more envious than protective. She shook the feelings from her mind, cursing herself for letting her emotions get the better of her soundly logical mind. This was Rarity she was thinking about, a woman with no ill-intent when it came to Spike. And Spike himself was an adult and perfectly capable of making his own decisions. As of now anyway. "But are you sure now's the best time?"

"What is it? You must strike while the fabric's hot?" Rarity asked in between her continued construction of the tent, running the wooden poles throughout their canvas pockets and finally adding a bit of structure to it.

"I think you mean iron." Twilight said, following Rarity's example and feeding the poles through until the tent was fully erect. Twilight giggled slightly as she thought of the word 'erect', then was back on the case. "Well, if you think it's a good idea, you should totally go for it."

"Thank you, Twilight. Your confidence means a lot." Rarity wrapped her arms around her in a tight and friendly hug, although from her low hand position, which bordered on the beginning of Twilight's tight ass, it could be thought of as more than friendly. "Now let's get down to pegging."

"What?" Twilight pulled back, looking at her friend with a quizzical gaze.

"The tent. C'mon, I'll get the mallet." Rarity said hopping over to grab the aforementioned tool while Twilight grabbed the pegs. Meanwhile, the construction of the other's tents were going similarly, except for the tent shared by the two Earth-Bloods, Applejack and Pinkie Pie. Their tent was already fully erected by the time the others were securing the pegs on theirs, a feat mainly thanks to Applejack's hardy handiwork skills. Pinkie Pie was more concerned with using the mallet to play imaginary whack-a-mole.

The two were currently on the inside, sleeping arrangements laid out for the night, their blown-up mattresses topped with fluffy sleeping bags and compact pillows. A lantern hung on the middle pole of the triangular tent but remained unlit. The sun was still out, low in the sky and the rays were particularly bright and golden as Celestia's Eye teased the horizon. The forest stifled most of the light, but the remainder shone down onto the stretched canvas hull of the tent, spotted with the dark shapes of fluttering treetop leaves.

It made quite a beautiful backdrop for the two girls, but their focus was currently shifted onto something else. Like the presence of their tongues in each other's mouths. Pinkie currently lay on her air-filled mattress, arms stretched comfortably above her head while Applejack remained on top (as always). The two were slow and deliberate in their kiss, their lips softly plying at each other while their tongues moved against and around one another with a gentle yet intense energy. They both smiled into the kiss, a few giggles coming from Pinkie as Applejack's right hand toyed with the hem of her shirt, her strong and calloused fingers slipping under the cotton to get at the buttery smooth skin underneath.

The giggles from Pinkie continued as Applejack slid her hand up the girl's plump midriff, trailing seductively in a curved fashion until she reached the large expanse of her chest. Pinkie recuperated Applejack's efforts, her own playful feelers picking themselves up and moving down to hover just above Applejack's wide hips and fat cheeks. The pair of hands landed with a soft clap and a small, throaty moan as her friend's hands gripped the thick tract of her ass beneath her khaki colored cargos.

Applejack responded by grabbing Pinkie's left breast proper, her large hand sinking into the even-larger tit and bouncing on the soft, pillowy flesh. Her fingers pulsed, waving themselves over the almost perfect roundness of her single bosom. Her efforts were rewarded when she felt a small solidness surrounded by otherwise fluffy suppleness, Pinkie's nipple. Applejack's kiss became more ferocious in response, her lips stronger and tongue more dominant against her friend's. Pinkie dropped the giggle this time in exchange for a lusty and pleading whine. The hands which rested on Applejack's ass began shifting, fingers spread wide as they pulled and pushed on the thick cheeks, simply loving the near-all-encompassing mass of the two jutting and jiggling buttocks.

The two girls were now moaning feverishly into each other's mouths, pleasant vibrations of vocal joy only adding to the shared pleasure of the two. But with a few finishing wet smacks from their lips, Applejack pulled her head back, Pinkie following her lips and lifting her head off the pillow, trying to catch Applejack's mouth as it pulled away. Applejack chuckled as she looked down at Pinkie, her eyes shut tight and her lips puckered. The bottom girl opened her eyes, her pursed lips quickly shifting into a sad frown.

"Hey, what gives? I was just about to let you get to third base." Pinkie huffed, blowing a stray strand of her pink curls away from her mouth.

"I'm sure you would've. But I think the others might've heard if we did." Applejack commented, picking up her signature stetson and fixing it on her head. She turned around, pulling loose the tight knots of her shoelaces and slipping the heavy hiking boots off her feet. Suddenly, she felt a pair of strong, yet soft arms wrap around her waist and the point of a chin upon her shoulder.

"So, what? Maybe we could get someone to join in." Pinkie whispered lowly in Applejack's ear, a Cheshire grin creeping across her face.

"I think they'll have other ideas... You were right though, Pinkie. That totally helped me relax." Applejack smiled and looked at the pink-haired girl perched on her shoulder. The girl smiled back at her, only breaking to dart forward and give Applejack a curt and cute kiss on the lips. Both the parties knew that their little make-out session was caused by their enhanced libidos and lack of sexual inhibitions from Cupio's dark magic, but when Pinkie suggested a little, innocent way to relieve the stress of the journey, Applejack was hard-pressed to reject the girl's cutesy face and thick body.

"How about tonight? Sneak off to the woods... It'll be like that time at the orchard." Pinkie whispered, alluding to one of their many sexual encounters deep in the apple tree fields back home.

"Which one? I remember a whole lotta 'times at the orchard'." Applejack chuckled, noticing Pinkie's sneaky hands hooking under the collar of her shirt and pulling it toward her, revealing the golden, freckled skin of Applejack's shoulder.

"You against a tree... Drawers by your ankles... My head between your legs..." Pinkie punctuated each sentence with a slow, sensual kiss to Applejack's shoulder, working towards her neck. Applejack sighed as she remembered. The sunlight was much like it was currently, low and bright through the trees, the only sound for a mile must have been Applejack's moans and the ever so quiet sound of Pinkie's tongue nestled squarely inside of her, writhing and lolling her to orgasm, her strong legs twitching and shaking as Pinkie's arms wrapped under her thighs kept her aloft. Applejack found herself in the present moment, a loose smile on her lips and head tilted to the side as Pinkie planted kiss after kiss on her muscular neck.

"Darn Pinkie. You're a real hussy, you know that?" Applejack chuckled, breaking from her imagination.

"And you love me for it." Pinkie snickered and went to lay a nice little hickey on her friend's neck. Unfortunately, a single finger laid on her lips stopped her.

"That I do. But I think we can save that lovin' for another time. I've got plans for tonight." Applejack commented, looking straight forward to the closed tent flap, a sense of tenacity evident on her sharp features. Pinkie didn't notice this as she was too busy sliding her legs around Applejack's waist. With her arms and legs firmly wrapped around her, the girl resembled a large, voluptuous backpack on Applejack's frame.

"Let me guess... Does this plan's name involve someone who's name begins with 'S'?" Pinkie asked, trying to crack her friend's ambiguous 'plan'.

"Yep." Applejack responded.

"And it involves a little lovin'... Right?" Pinkie attempted to fish another clue.

"Totally." Applejack's answer was no-nonsense in tone. Pinkie let out a soft 'hmmm' in thought and her eyes shifted upwards to the tent's roof in pursuit of her answer.

"I dunno AJ. I don't think Starlight swings that way." Pinkie finally said after a few seconds of uncharacteristic silence.

"Spike, Pinkie. I'm talking about Spike." Applejack looked back to her friend, whose cheeky smile indicated that she knew all along.

"Tonight huh? So, what, just gonna walk right on up to him and tell him how it is?" Pinkie asked.

"Yep. Just gonna honestly tell him." Applejack nodded in her conviction, her confidence unfaltering.

"That's my girl." Pinkie chirped, rubbing Applejack's toned abdominal in approval. "But this better not mean you're hogging him for the whole trip. Fluttershy already got a slice of that delicious man-pie and I'll be darned if I don't."

"You really are a horny girl, ain'tcha?" Applejack giggled and looked back at the girl.

"I'm just here trying to get back into my groove-thang and I keep getting screwed at every corner," Pinkie gritted her teeth and began to angrily yet playfully dry hump Applejack's back, a demonstration of her surplus sexual frustration. "And not in a good way." Pinkie finished, finally detaching from Applejack's back and falling back into the bed, her hips still giving off quick and needy thrusts. Applejack giggled at the sight.

"C'mon. The others probably need help with the fire." Applejack commented, slapping Pinkie on the thigh and leaning forward to grab the tent flap and finally join the rest of the group.

"I'm just saying, these outfits aren't exactly made for girls like us." Rarity commented to the rest of the group, who all nodded in agreement.

"We don't, like, agree on a lot Rarity. But I think ya got a point there." Applejack commented idly in between thick and loud chews of the hot dog in her mouth. Spike's eyes darted between the two of them, mentally worried about them agreeing on the girl's fashion. Regular Applejack would have never cared about her fashion sense, but now her mind was slightly dulled, she seemed more set on some added flair.

Spike looked at the group from his seated position, his head panning from left to right across the girl's illuminated faces. His eyes squinted in study, noting the subtle changes in their appearance from yesterday, all of them gaining a set of sharper and overall more beautiful eyes, noses, lips, cheeks, and chins since they went to bed yesterday. He sighed softly through his nose and reared up from his hunched posture. Listening to their conversations didn't put much faith in him either with their discussions of trivial topics almost entirely focused on their own appearances or other meaningless nothings. Although it wasn't so bad, at least they were keeping the conversation light... And off of sex.

Little did he know, he wasn't the only one at the fireside taking notes. Twilight sat next to him, her lap holding her small leather-bound travel journal as she scribbled line after line of notes, the flitting feather of her quill flying wildly from left to right. Normally she would have her assistant write for her, but this was a journal after all, and the contents were quite sensitive.

She was currently documenting the gaggle of girl's changes, both in mind and body. However, she decided to use herself as the primary source, since the now noticeable transformations were ever-present, especially when she wrote. Her language, while still comprehensive, was certainly a lot duller than her usual writings, with a less scientific lexicon than she was used to. She also found herself often stopping mid-sentence in order to think of appropriate words much more often than usual, which caused her to lose out on valuable writing time.

Her frustration with herself was evident in her face, specifically her full lips pursed almost to the point of shaking from the pressure. Her evident exasperation didn't go unnoticed by the man seated next to her, who leaned forward to grab her attention and meet her eyes.

"You ok Twilight?" Spike asked, his head tilted and quizzical. Twilight huffed and looked at him, the light quill falling from her hands onto the paper, leaving a sloppy ink spot on the page.

"No." Twilight pouted. She slapped her hands down on her knees, tightly clenching her legs. "This writing stuff is, like, totally hard." Twilight said, a slight whine in her voice. Spike was about to chuckle from his friend's response, but from her face, she would not have appreciated it. Instead, he scooched closer to the girl.

"Do you need me to write for you?" Spike asked.

"No, it's not that sort of writing. I can do that super... It's the thinking of words n' stuff that bugs me." Twilight explained, her dulled terminology evident from their conversation. The girl's head hanged, her long straight bangs hiding her lips from view.

"Well, I can help with that too." Spike offered his help by brushing the silky-smooth drapes from her face and letting Spike's compassionate eyes meet hers. She looked at him for a few brief seconds, a small and reassured smile blossoming on her mouth. Twilight's smile was half born from Spike's willingness to help and half from memories of when he was just her Number One Assistant. Before their lives were turned upside-down.

"Ok." She whispered near silently. "But we'll have to do it somewhere else... I don't want the other girls hearing." Twilight said, tucking the quill into the pleasantly brown pages of her journal and screwing the inkwell shut. She then rose to her feet, Spike following suit and drawing the attention of the otherwise occupied group at large.

"Oh. Going somewhere?" Fluttershy asked, surprised at the two's sudden spring to step.

"Me and Spike are just going to... Discuss some things." Twilight said, her words exceptionally vague to the point where the whole group scrunched their brows. Their minds searched for an explanation for the sudden excusion, but collectively they all misunderstood the situation, their ideas immediately going to the most fun a girl and guy could have together alone.

"Oh sure, Twilight. 'Discuss' some 'things'." Pinkie Pie winked, her singular blinking overtly blunt in a wink-wink-nudge-nudge manner.

"Yeah, I their gonna 'discuss' their 'things' all night." Rainbow added, a hearty laugh following from her, and general childish giggles from the rest of the circle.

"Then he'll pull out and 'discuss' all over her 'things'." Applejack added on, slapping her knee boisterously as the rest of the group broke out into full-on laughing at the girl's blunt and seemingly amusing innuendos.

"OMC, like, shut up you pervs." Twilight laughed along with them, finding their teasing endearing. She giggled, covering her mouth with the tips of her fingers and dropping a hip. "We're just gonna take some notes." Twilight shifted her feet sheepishly, her cheeks dusted with a light red hue.

"Oh, I'm sure you're gonna be taking a lot more than notes." Pinkie chimed back in, another joke sending laughter throughout the party. Spike rolled his eyes in response, that one didn't even make sense. Twilight giggled once again and looked back at Spike.

"Ignore them, let's go." Twilight took Spike by the hand and walked away from the campfire, leading him behind her as they walked away from the fire, slowly becoming shrouded in the inky blue darkness under the night sky. Twilight pulled Spike up one of the campsites small hills, choosing to seat herself on the rough lip of rock overlooking the campfire and the set of seven heads sitting there. With the mountains to his back, Spike seated himself on the rocky outcrop, finding the sandpaper-like surface to be fairly uncomfortable. He reached for the small leather diary lying on Twilight's lap but retracted his hand when he felt a small smack on his fingers. Twilight had lightly swatted his hand away and now held the book to her chest in a double-armed grip.

"Nuh-uh. I'm still writing. I'm not that dumb." Twilight rolled her eyes and rested the journal on her thighs once again, flipping open the page she was last writing on. She proceeded to unscrew the top of the inkwell, dunked the quill into the liquid black, and put tip to paper. "So, I was basically talking about how we all got stupider. But I didn't want to say 'stupider' because, well, it's kinda mean." Twilight pursed her lips and tilted her head as she looked at Spike.

"Well ok. I'd probably use something like... Decreased intelligence and inhibitions." Spike suggested with a raised brow. While he might not look like it on the surface, Spike was fairly smart for someone without a formal education, probably a side effect of living his whole life by Twilight's side. This meant he could break out some lofty language every now and then.

"Ok... The subject group has shown decreased intelligence and inhibitions over a period of approximately eight hours, a majority of the mental changes taking place while subjects were asleep. Further decline in cognitive ability has been observed while subjects were conscious, although on diminished scale. Subjects have shown increased signs of short-term memory failures, decreased self-consciousness, feelings of..." Twilight trailed off. Spike looked at her with wide eyes, surprised she was still able to write so eloquently.

"Um... Are you sure you need me? Sounds like you're alright by yourself." Spike asked, hitching a leg up which previously dangled over the rock. Twilight's arm shot over, landing on his thigh and firmly squeezing.

"Hold on mister! I'm not done with you yet." Twilight retracted her hand and looked Spike in the eyes. "I need you to help me with some samples."

"Samples?" Spike asked. He sincerely hoped he wasn't talking about any fluid samples.

"About everyone's 'decreased intelligence and inhibitions'." Twilight smiled, a flash of the teeth so sweet Spike couldn't help but oblige her.

"Ok. Well, I guess the biggest thing was you and the map-" Spike answered, but from the groan of agony coming from his left, it was clear Twilight wasn't happy with it.

"Yes, I've got the thing with the map already... Thanks for reminding me." Twilight muttered. She went silent for a few seconds, allowing Spike to open his mouth for a second time, before it was shortly shut by a sudden exclamation from Twilight. For some reason, her brain seemed to flare up at the word 'map' but not due to anger at the embarrassing situation a few hours before, but rather a sudden remembrance of something important.

She excitedly flipped to the back of her small book, finding tucked away at the back cover a tightly folded piece of parchment. She slipped it out and unraveled it to its full size, revealing it as the same largescale continental map of Equestria complete with her previous markings documenting yesterday's journey. She produced a small pencil from her pocket and laid a tight, snaking graphite line from the 'X' at Neighagra Falls to the 'X' at the Foal Mountain Range.

"Almost forgot about that. Huh, I guess I can put that down as a sample too." Twilight joked, quickly scribbling down a note. "Now, whatcha got?" Twilight asked Spike, kicking her legs and leaning towards him with a dorky smile.

"Well..." Spike said, looking upward to the sky as he scoured his memories of the last few hours. "We were late packing up and leaving this morning. Something that you were supposed to be in charge of." Spike looked over to his sister, seeing her huff and deflate her chest at the reminder.

"As I recall, you were also asleep." Twilight responded, side-eyeing Spike enough for him to almost feel her gaze on him. Twilight decided to strike that one from the record, both the incidents with the maps were already a little much. This journal was hopefully going to be seen by some people, and the last thing she needed was more embarrassing anecdotes about herself.

"Ok, fine. Well, apart from that I've noticed some general ditziness from everyone. There's no real standouts." Spike admitted. He tried to think of anything especially stupid the girls had done, but overall it was nothing but small offenses of forgetfulness and ignorance.

"Well alright then." Twilight sighed, unhappy that the 'samples' were entirely composed of her doings. Although she always told herself there was no better test subject than herself, she still wasn't happy. "What about those 'inhibitions'." Twilight asked with a tucked lip, already hovering nib over page.

"Well, those I can attest for." Spike chuckled, mentally noting the examples of the girl's newfound sexual appetites. "Number one. Fluttershy was much flirtier with me than usual."

"How much?" Twilight asked, her eyes not on Spike but rather her writing.

"Well, any kind of flirting is more than usual." Spike chuckled.

"Noted. Anything else?" Twilight asked, turning her head.

"Applejack also suggested we meet tonight..." Spike said, clasping his hands between his legs and looking down to campfire, focusing on the particular silhouette of a hatted head.

"For?" Twilight asked, calling for Spike to continue his sentence.

"Sex, Twilight... She wanted to have sex." Spike explained with a hint of annoyance.

"Ah, of course." Twilight nodded.

"Pinkie was also a lot grabbier." Spike remembered, mainly from his interaction with her this morning.

"Yeah, Spike. You do know all those people are your girlfriend’s, right? It's kinda normal for them to want to have sex with you." Twilight pointed out, rolling her eyes at her assistant's obtuse nature.

"Well alright, how about this." Spike lowered his voice to a whisper whilst scooching closer to Twilight on the rocks. Twilight instinctively leaned over to him, her ears perking as her 'gossip mode' kicked in. "Well, when I went down to the creek for the ol' scrub-a-dub this morning, guess who I saw?"

"Tell me." Twilight asked, hanging off of Spike's every word.

"Sunburst." Twilight gasped in surprise, but halfway through the gasp she exhaled, a confused look present on her face.

"Uh, yeah... So?" Twilight grimaced at Spike, obviously wondering where he was going with this.

"Well, we weren't alone." Spike revealed. With that, Twilight was back in, scooting even closer to Spike until her hip bumped against Spike's. "I noticed someone was watching us. Well not watching me, but Sunburst."

"No!" Twilight slapped both hands over her mouth in a show of genuine shock. She had guessed who would be watching Sunburst, but she still wanted to hear it from the horse's mouth, just to confirm.

"Yep." Spike nodded and pointed his finger toward the campfire in front of them, homing in on a head of thick, wavy purple hair complete with a streak of aquamarine nestled within. Twilight followed him, her eyes falling on Starlight who was sitting next to Sunburst, head resting innocuously on his shoulder and an arm wrapped not-so-innocuously around his waist. Sunburst didn't seem to care about it, however, whilst Starlight was enamoured, her eyes sparkling as she looked up at him admiration. Twilight placed a hand on her hip and sighed, shaking her head at the poor, redheaded bastard and her equally hapless student. Her sympathy towards her student was especially great, she knew exactly how it felt to want a man so much to spy on him naked. Except her man was her adopted brother, so there was quite a difference.

"Didn't know Starlight was such a perv... S'kinda hot, huh?" Twilight clicked her tongue and smiled fiendishly.

"Twilight." Spike responded in a scolding tone, similar to a mother.

"What? I think it's about time girls got to be pervs too y'know." Twilight nodded at her own assertion. "I can't believe she's that desperate..." Twilight said, looking down at her student with a slightly pained expression. "She'll probably be smelling his underwear next."

"Ewww, gross," Spike groaned in response. Twilight went back to her journal, hiding her eyes from Spike's. If she didn't he might have read her eyes and found out Twilight was also a keen sniffer of Spike's boxers in the past. "I told Starlight I wouldn't tell anyone about that so don't tell her I told you." Spike mentioned.

"My lips are sealed," Twilight answered back, although she was slightly miffed. "Y'know you shouldn't have broken Starlight's trust like that, even if it was for my journal." Twilight looked at Spike, taking on a slight stern and lecturely tone.

"I know, I'm sorry." Spike said, genuinely. Twilight smiled at his response and got back to writing.

"Soooo... You saw Sunburst naked huh?" Twilight asked with a devilish smirk showing. Spike didn't like how she put extra emphasis on the word 'naked'.

"Twilight." Spike said, annoyed.

"Aw come on, I just thought it was interesting." Twilight responded, putting her quill down and throwing her hands up in the air. There were a few moments of silence between the two seated friends before it was broken by Twilight. "So, what was his dick like?"

"I'm not answering that Twilight." Spike answered, his eyebrows raised and eyes wide at Twilight's intrusively blunt question. He turned his head to look at his obscene sister, seeing her grinning half sheepishly, half wickedly.

"Oh, come on. We're friends, right? Well, friends talk about other friend's dick sizes." Twilight leaned back, arms outstretched, and body relaxed.

"I don't think they do." Spike said matter-of-factly.

"C'mon. You don't think I didn't tell the girls about your... Y'know the first time we... Y'know." Twilight spoke quietly, obviously referring to the first time they had sex. Something felt a little uneasy in Spike that moment, perhaps due to it being the first time Twilight had mentioned that night in, well, forever. No doubt due to Cupio's lustful magic. But he decided not to dwell, and quickly moved on.

"I'm not telling you anything." Spike responded after a few seconds of pungent silence.

"C'mon, tell me." Twilight pleaded, plopping her head on Spike's shoulder and pouting.

"No." Spike shot back, his linguistic reflexes quick.

"Tell me." Twilight responded just as quick, her tone imploring.

"No." Spike answered.

"Tell me." Twilight said.

"No."

"Tell me."

"No."

"Tell me."

"No."

"Tell me."

"No."

"Tell me."

"Fine!" Spike finally succeeded, exasperated by Twilight's petty persistence. He rolled his eyes and sighed fully, chest heaving and his right hand coming up to cover his eyes in defeat. Twilight, on the other hand, smiled widely and wildly, her eyes tightly shut as her pure white teeth glared in the moonlight. "It's big." Spike answered.

"Really?" Twilight asked, disbelief apparent in her voice. After all, he was only a Unicorn-Blood, they weren't exactly known for large packages.

"Very big. About Big Mac-sized." Spike revealed further.

"Bullshit." Twilight exclaimed, a rare swear leaving her mouth as she reeled off of Spike's shoulder and looked at him with a skeptical pair of eyes.

"Honest." Spike said, his hands going through the motions of Pinkie Promise. Twilight nodded, mouth semi agape, and rested her head back on Spike's shoulder, trying to pin everything together. She looked down at Sunburst sitting at the fire, seated so innocently. It was hard to imagine that the gangly, nerdy Unicorn-Blood sitting with his hands clasped together and knees so plainly straight was packing a double-digit dangler down south. It wasn't unheard of, however, after all, her innocent, shortstack brother had the largest cock in Equestria. Sometimes the biggest gifts did come in the smallest packages.

"Huh." Twilight's body jolted slightly at her exclamation. Her eyes shifted from side-to-side, still trying to piece it all together.

"Mmhmm. Maybe his dad's an Earth-Blood or something. I didn't want to ask." Spike chuckled slightly as his friend broke from her dick-imagining daze.

"Well... Lucky Starlight." Twilight said, slightly taken aback by recent imagination. She wouldn't admit it, but she would probably be thinking about Sunburst's measurements subconsciously for a while. "Oh! Speaking of measurements." Twilight chirped, reaching into her pocket and handing Spike a bundled length of flattened fabric, inked with escalating numbers. Spike unravelled the measuring tape, holding one end in each hand and letting the remainder snake in his lap. Twilight slung her legs up over the rocky overhang and stood up with her back to Spike. "I need to document the physical changes too. Could you help me."

Spike sighed deeply. He wasn't entirely comfortable with where this was going. Although Twilight was bound to keep it purely scientific, much like her bimbo experiments back in Ponyville, it still made him a little uneasy, however. He tried to reassure himself telling himself that all he could expect was a teasing joke or gesture.

"I wanted to take height first." Twilight said as Spike climbed to his feet and let the tape dangle from his fingertips. He crouched down and laid the starting end of the tape behind Twilight's heel, luckily, she had already taken her boots off. He placed his own foot on the small metal tab and clamped down on it before standing up straight and pulling the tape taught, bringing it close to Twilight's crown.

"Seventy-one inches." Spike read the number adjacent to the flat of Twilight's head. Twilight nodded and wrote 'five foot, eleven inches' in a page of her travel journal.

"Alright, now can you do my uhhh... What's a better word boobs?" Twilight asked, putting a pointed finger to her lips in thought.

"Breast," Spike rolled his eyes and threw the tape over Twilight's head, leaving it to land on the jut of her bosom. Spike readjusted the length, tightening it around the widest point of her plump breasts and making a very light giggled escape Twilight's lips. Spike ignored it and instead tightened the flat ribbon around Twilight's back, measuring her bust. "Thirty-four inches." Twilight nodded and scribbled down the figure.

"Waist please!" Twilight chirped, looking back over her shoulder and smiling warmly. Spike nodded and loosened to circled tape, letting it fall to just around her belly button. He pulled the tape tight once again, constricting it around Twilight's slim waist and reading the measurements aloud.

"Twenty-eight." Spike said, which Twilight noted.

"And hips." Twilight said, finishing off the measurement trifecta. Spike obliged, slipping down to her noticeable wider hips and wrapping around her rump. He tried hard not to focus to much on Twilight's ass, but as the thin ribbon cut ever so slightly into the apex of her tight bubble-butt. Even the loose fitting khaki canvas of her pants wasn't enough to hide the pert and oh-so biteable peach underneath. Spike snapped himself out and managed to successfully focus on the job at hand.

"Thirty-four inches, again." Spike said. He withdrew the tape and straightened his back whilst the 'subject' recorded her own data.

"Oooh! Hourglass body, how I've missed you." Twilight cheeped gleefully and ran a hand down the curve of her body, reveling in the way her side slalomed. With that, Twilight finally closed the journal with a firm slap, tucked the quill in the twine bind, and topped the inkwell. "C'mon, the others will be wondering where we went." Twilight smiled at Spike, running a hand across his shoulder briefly and walking away down the bank and back to the campfire.

They quickly got settled back in, being spared anymore jokes alluding to their 'alone time'. The conversation continued, as did the food, each member of the party chowing down on hot dogs and (surprisingly) not making any reference to their phallic shape. Eventually, the slow seething of sweet teeth set in on the group, and soon they were all vying for the sugary softness of marshmallows.

"I'll go grab them. Starlight, could you help me with that." Twilight stood and turned to Starlight. The girl, currently clinging to Sunburst's torso like a baby possum hanging off her mother. Starlight looked up at Twilight slightly bewildered, after all carrying a single bag of marshmallows wasn't a two-woman job. But from Twilight's less-than-subtle facial gesturing for her to follow, she answered.

"Ok..." Starlight separated from her crush and stepped up. "I won't be long Sunburst. Miss you." She spoke forlornly as if the marshmallows were months away and not literally seconds behind the campfire. Sunburst, oblivious as always, simply looked up at Starlight and smiled behind his large, round-lensed glasses. Starlight cursed him for being so unknowingly adorable and followed Twilight, looking back every second or two to check on him.

They reached the wagon with the food stores, Starlight leaning over the right side leisurely and looking in. Twilight went to the left side, propping her own elbows on the wooden slats but not looking down, instead looking across at her friend and student.

"Sooooo..." Twilight crooned, tapping her elbows gently to fill the silence. "How's it goin with Sunburst?" Twilight asked in a slightly slow sing-song voice. Starlight released an exasperated groan and gently rocked her head onto the wagon's wooden side, her lips blowing an irritated raspberry. She finally lifted her forehead from the wooden stretch and looked back at Twilight, her head tilted.

"Not great." Starlight admitted, taking a quick look back at Sunburst's lithe form illuminated by orange fame, a warm, lamenting gaze. She turned back and sighed again. "What should I do Twilight? Everything I've done he just ignores. I don't know what else to do." She groaned and rested her hand in her palm, letting her cheek slip up and show off her teeth and gums.

"Well, what have you been doing?" Twilight asked, reaching over the wagon's bed and holding out a helpful hand. Starlight smiled tightly and accepted it, squeezing Twilight's fingers gently.

"Well, you saw. I was all over him back there. I've been, like, right next to him ever since we set off this morning... Jeez, I must look desperate." Starlight said, her worried eyes moving from left to right.

"Yeah..." Twilight mumbled, such brutal honesty not often heard from her. "But like, what have you been saying to him." Twilight asked more directly.

"Just saying how nice he looks, how smart he is, how his hair always looks so effortlessly perfect... How his arms are so effortlessly strong... How his horn is so big... How that beard makes him such a daddy." Starlight's speech trailed off and a dopey grin spread across her lips, her mind obviously wandering to her romantic bane.

"Did you really say all that stuff?" Twilight asked, somewhat skeptical. Her voice snapped Starlight back, the girl shaking her head.

"I mean, no. But I definitely thought it." Starlight side once again. "It's just he's so damn dumb. He thinks I'm just being friendly... I just, like, wanna shove my tongue down his throat..." She whined and once again lightly thumped her head against the wagon.

"Oh, honey. I know just what you mean. Some guys just don't get hints... No matter how many you put in their face." Twilight commented, looking over at a certain Dragon-Blood sitting by the fire. "Listen. Maybe you just need to flirt better. Have you ever flirted before?" She asked.

"Hmph. No." Starlight grunted. It was true, she spent so much of her life with her efforts for mandatory equality and never-breaking friendships up north that she never had time for romantic or sexual engagement. Except for that one time with Double Diamond, but that was more of an order than a seduction. As it turns, she never had any real experience in the hunt, unlike her fellow friends.

"Well, maybe we can help you." Twilight suggested, flicking her eyebrows up at the down-and-out friend across from her. It seemingly worked as Starlight perked up at the idea, a reignited pilot light flickering behind her eyes.

"You guys would help me flirt? That means a lot." Starlight asked, touched by her friend's willingness to help with her childish crush.

"Don't mention it girl. We all want to see you and Sunburst together. And here's how you do it." Twilight explained, slowly rounding over to Starlight's side of the wagon. "You've got to treat it like a game of wits. Well, whatever wits you got left."

"Hey." Starlight said, offended.

"Sorry." Twilight smiled awkwardly. "But anyway. What you gotta do is try and get into his head. What you were doing was complimenting him, that's alright for boosting their confidence but totally useless in sealing the deal. You've gotta talk about yourself, understand." Twilight explained in a loose and informal manner.

"Isn't that a little vain?" Starlight asked her mentor, worrying slightly that Sunburst wasn't interested in egotistical ladies.

"Yeah, but don't worry. Guys want the girl, right? So, you've got to make him want you, and the best way to do that is making him look at you. Once you've done that, you're in his head, and he's gonna be thinking about you until he gets you." Twilight explained, holding a finger to her temple and tapping on occasion. Twilight was talking from experience, it was her tried-and-true method of picking up guys back in the day and worked on every guy she ever tried it on, except for Spike of course.

"I guess that makes sense... So, I just talk about my body? How?" Starlight asked, seemingly perplexed at the selfish idea of flirting Twilight was proposing. Although that wasn't the only problem.

Starlight was never a very physical person and hardly anything to shout about when it came to looks. Sure, she was pretty in a bit of an unconventional sense. Not the face of a supermodel, wide eyes a rich shade of deep blue, nose a little boxy but evenly tapered, lips a little uneven on top and bottom, cheeks were smooth and skinny, and wider jaw than most, but she never saw that as much of a problem. Her body was rather unassuming, being mostly straight and slowly pudging forth as she dipped over her 30th Birthday, her breasts always sitting at an adequately average C-cup since her teen years, and hips born with the innate ability to lie sitting at only 32", and her waist not close behind at 30".

"You gotta talk it up, y'know. Tell him how tight your bra is, give it a few tugs, he'll look down and notice. 'Holy crap, Starlight has boobs!'." Twilight explained, giving a poor impression of Sunburst at the end. Starlight laughed in response and looked down, she had anticipated her breasts getting bigger after learning of Cupio's magic, but she wasn't expecting the pair of double D's she currently sported. She could see how they could be used to court Sunburst, after all, she even saw some of the other girls looking at her chest. "Or, ask him if your butt looks big in those cargos, that's a classic." Twilight giggled, pointing down to the khaki pants her friend wore.

Starlight looked down at her own hips, once again wondering just how they had transformed from only yesterday. The sides were certainly a little wider, a couple of inches broader either side, something only enhanced by the inches shed from her waist. It was almost as if some fat from her waist migrated south. She was also set up with a thick pair of cheeks and thighs, much more pert and jiggly than her previous, normal pair. She had to admit it was fun to throw some extra weight around down there, even felt more comfortable to sit down. If she somehow kept this up soon she'd be a formidable MILF. A childless yet formidable MILF.

"Ok... Ok, I think I can do that." Starlight nodded slowly, her mind drawing up scenarios where her new and improved body was the focus.

"Great!" Twilight cheered lightly, doing a small jump in place and hugging Starlight tightly, an uncharged hug between girlfriend's although both had to agree to feel their respective bosoms pressed against each other was pleasant. "But I'd ask the other girls too, every girl’s got her own ways, and I'm sure you'll find yours.

"Thanks, Twilight." Starlight smiled into Twilight's shoulder, slowly rubbing up and down her back in a friendly manner. A sigh of content blew through Starlight's nose and a feeling of warmth radiated within her core, a side effect she often experienced when her friends were extra good to her. She had originally thought this mission might be difficult, but from what she had already seen it was bound to be a favorable time for her. Especially if she got her man. The two girls disconnected and slowly walked back to slowly dying orange glow.

"Hey, gang." Twilight greeted with a curt wave before sitting herself down next to Spike. She sat comfortably for a few seconds, before noticing that silence had suddenly fell on the circle. She crooned her head and looked at the group seeing nothing was off except that everyone was looking at her intently as if she was talking. She looked from face to face with confusion, until the small Pegasus-Blood finally chirped up.

"Like, where're the marshmallows?" Rainbow Dash asked, hands out by her side, lacking the requested candies.

"Damn it." Twilight cursed with a click of her fingers. That was another example for the journal.

Another campfire and another slow winding down for the group. As the flames of the fire dwindled, as did the circle encompassing it, many members falling off to hit the pillows for the journey tomorrow, with only a handful of the group still abstaining from sleeping. Around the campfire remained Applejack, Rarity, Sunburst, Starlight, and Spike, plus an empty bag of marshmallows. It was unknown why they had all stayed up late, but from the slightly uneven shift of eyes from some of the members the general air of the smoked-out campfire was uneasy.

Spike was one of the more relaxed of the group and fairly oblivious to the uncomfortable air around the camp, finding the silence to be quite soothing in actuality. But after the long journey he went through and the constant hydration needed to maintain it, Spike felt the full swell of nature calling in his lower region. He rose to his feet, nodding to the group.

"I'm gonna go use the little boy's tree." Spike told the small group, Sunburst and Starlight nodding whilst Applejack and Rarity giggled at Spike's joke. Spike turned and walked toward the right side of the camp and the expanse of trees there, finding walking into the pitch black, high rising trunks slightly unnerving, almost as if he was being watched intently from somewhere.

After he found a particularly thick tree to stand himself behind, he unzipped his cargo's fly and pulled Spike Junior out. Just as he was about to pull back the floodgates, a voice from behind him called out.

"Hey, Spike." The voice whispered from his left. In response, Spike jumped a near foot in the air and blurted out a loud and rather unmanly yelp of fear. When his feet touched the floor again, he swiveled his head to see the culprit, finding a rather embarrassed Sunburst behind him.

"H-Hey Sunburst. What're you doing out here." Spike asked, managing to regain his composure. He looked back towards the tree he situated himself at, noticing that he had unknowingly began pissing thanks to Sunburst's fright. Sunburst himself stepped up to an adjacent tree and joined Spike in his toilet break, unleashing his own stream from his previously established large penis. That answered Spike's question well enough, and he got back to staring straight forward at the sheet of bark in front of him.

"Say Spike. Do you think Starlight's being weird?" Sunburst asked, to which Spike's ears perked up. Spike sighed near silently, feeling pity for the poor, clueless bastard to his left.

"I told you, all the girls are gonna start acting weird. Starlight too." Spike said, recalling their talk that morning. Funny, now they were having another guy-on-guy with their dicks out.

"But it's just... She's been really close to me lately, like physically. And she's been really nice too." Sunburst said, still oblivious. Spike rolled his eyes at Sunburst. His knowledge on magic was near unparalleled, but apparently when it came to social relations, he was as dumb as a dead fly. Although Spike smiled to himself, remembering his similar youth.

"Well she's your friend, right? From what I've seen, this kind of magic affects friendships too. People get much closer, it's doesn't mean anything, don't worry." Spike said calmly, trying to reassure Sunburst. He was lying of course, sure Ponyville's bimbo magic did make people friendlier, especially with pre-established friends, but it also made those friends sexually attracted to each other. Spike knew a few women who were straight as boards before the Bimbo plague that suddenly turned into lesbian life-partners.

Also, not to mention Spike knew full well that Starlight was fiending for the D.

"Ok, but I dunno..." Sunburst definitely sounded unsure. Spike sighed, swearing he would get to the bottom of his hesitance.

"Why? What's up." Spike asked. Although it was pretty entertaining, he was willing to help both his friend's end this game of cat-and-mouse for good. Maybe he could push Sunburst in the right direction with this little bro-talk.

"Well I think she's trying to have sex..." Sunburst said, Spike immediately nodding, mentally goading for him to continue and finish the sentence with a 'with me'. C'mon man you're right there, just say it and get it done with Please! He thought, looking up towards the sky as a small prayer to whomever may be watching them.

"With you..."

So close...

"Wh-What?" Spike asked shakily. Did he here him right? Did he just say he thinks Starlight wants to have sex with him? Spike liked Sunburst a lot, but right now he just wanted to shake some sense into him.

"I think she wants you Spike. I know it sounds weird, but I think she's hanging around me, so you get jealous." Sunburst admitted, sounding planted in his theory. Spike sighed and gently knocked his head against the rough wooden bark of the tree he was currently spraying on.

"Really Sunburst? That's an interesting theory..." Spike sighed. "I'll have to talk to her about it tomorrow."

"Don't worry. Just looking out for a friend." Sunburst smiled rather contently, thinking he had just assisted his friend rather than dig himself deeper. With that, Sunburst had done, giving a few courtesy shakes before zipping back up. "Goodnight Spike. See you tomorrow."

"Goodnight Sunburst." Spike said, shaking his head. He popped his head out from the side of the tree, seeing Sunburst walk away confidently. Spike simply shook his head in response, musing that it would be an entertaining journey. Spike continued to piss, thinking himself alone now that Sunburst had gone back to camp. Little did he know. the forest held the bodies of some nefarious creatures with eyes firmly locked on him from behind.

One of those creatures moved in a little closer, carefully picking its foothold on the forest floor as to not snap a twig and moving up to a nearby tree behind Spike, the teen oblivious to the stealthy approach. With the prey none the wiser, the hunter ducked its head from around the tree, taking in the full visage of Spike from the back, her pair of azure irises and waved indigo locks shining in the moonlight.

Rarity was sickened by the dirt of the forest floor, keeping her fists tightly balled on the ground as not to pollute her beautified nails with any mud. Although as she looked at her prize, a feeling of overwhelming dirtiness spread inside her as well. Spike was still unloading against the tree, something Rarity would normally wish to never see in her life. The very idea of a man urinating was disgusting to her and she wished to turn away.

But for some reason, her eyes remained locked on Spike's fanned legs and the wide stream of golden liquid shooting forth, uninterrupted and splashing against the tree trunk with an unadulterated power. That's the best word Rarity would use to describe it, powerful. She bit her lip and looked him up and down, meditating on how every inch of him had an unadulterated overflow of natural power.

She had seen it all before, been at the end of his long cock and had her lips stretched near painfully around his supremely supersized piece of meat. After every sexual encounter they had, she always joked that he had 'ruined’ her, both physically and mentally with that unbeatable cock. Spike thought of it as a piece of complementary piece of dirty talk, but Rarity knew it to be fact. She had tried other men after him, but none of them measured up, literally. Even if they were decently sized, something about their techniques was always off, or their strength was lacking, or their loads were pathetic, or their balls didn't even smell as nice. Much like the tree he was currently pissing on, Spike had, unknowingly, marked her.

And she loved it.

And now to discover he even pissed like an alpha. Rarity clenched her teeth hard, wondering how she had gone from a dainty little lady who didn't like getting dirt in her fingernails to a woman fetishizing a urinating teenager. She was close to slipping a few fingers down her waistband and enjoying the rest of the show, but from her locked vision she spotted a shift of shadow in her peripherals. Frightenedly she looked to her right, hoping that it would be nothing but a curious woodland critter. But from what Rarity could see in the darkened woods, it was most definitely a human form behind the tree, crouched low down and sporting a sizeable rump. The person's head was behind the far side of the tree, but Rarity had a suspicion on who it could be. The suspicion was confirmed when the head pulled back behind the trunk, the wide-brimmed cowgirl hat, long blonde hair, and chiseled features of Applejack. Rarity looked from left to right, wondering if anyone else had come to perv on Spike.

"Applejack." Rarity whispered so quietly the woman she was calling didn't even hear. "Applejack!" She whispered again with increased urgency. This caught the farmgirls attention, who whipped her head to look at her.

"Rarity?" She whispered just as quiet. She scrunched her brow and pursed her lips, confused at why Rarity was here as well, much like how Rarity was confused why Applejack was there. Rarity very stealthily moved from her tree trunk to Applejack's, now hip to hip with the girl and with faces a few inches apart. "What're you doin' here?" Applejack whispered, her voice both intrigued and a little irritated.

"I was about to ask you the same." Rarity replied, staring deep into Applejack's eyes and registering the girl's annoyance. Little did she know, Applejack was doing the same.

"I'm..." Applejack stopped and looked back behind the tree, making sure her conquest was still there. "I was gonna have sex wit' Spike. Why? What're you doin'?" Applejack asked, her agitation at her friend rising.

"I was... I was going to do the same." Rarity admitted with a scoff. She hoped she would get away with a night with Spike without anyone being none the wiser. For some reason, she wished to keep her appearance of lady up as long as she could, despite the fact she felt a rumbling of a slut deep within.

"Well ain't this a pickle." Applejack muttered, fixing her hat and relaxing a bit. She thought Rarity was spying on her at first, but after revealing she was after the same thing she was, the air cooled slightly.

"Quite." Rarity muttered in response.

"Wait an applebuckin' minute." Applejack exclaimed, her southern twang extra heavy. "Why'd you wanna fuck Spike?" Applejack asked, her confusion returning. Rarity suddenly felt a little anxious about the question but breathed deeply and answered nonetheless.

"I was hoping to try out a serious relationship with Spike. I think fucking him might help that." Rarity said, seemingly unaware such a vulgar slur left her mouth.

"Oh, my goodness, really?" Applejack whispered with joy and touched her hand on her chest, a wide and open-mouthed smile signaling her elation. She was always rooting for Rarity to find her Prince Charming, even if it was her current boyfriend apparently. That wasn't much of a problem, she was already sharing him with Pinkie and Fluttershy. The more the merry she thought.

"I know, darling. It's exciting isn't it!?" Rarity whispered, shaking her arms in the air in delight and nervous excitement.

"It is pretty darn exciting... Especially since I'm gonna tell him I love him!" Applejack smiled at Rarity, hoping she would have the same joyful reaction she had. But the Unicorn-Blood was left more confused than anything else.

"But you're already his girlfriend." Rarity commented, to which Applejack rolled her eyes.

"I know that, but..." Applejack paused for a few seconds, biting down on her plump lips and waiting a few more. "I kinda have a crush on him.

"Oh, Applejack, you should have said something. We could have cleaned this up before." Rarity said, sympathetic to her friend and her struggle, characterized by an empathetic frown and hand placed on Applejack's shoulder. But that was not enough, and Rarity pulled Applejack in for a firm, if girly hug. Applejack accepted it wholeheartedly, arms around Rarity's waist in a firm squeeze and mouth resting on her shoulder. Rarity's own hands rested a little lower, seemingly gravitating to Applejack's large cheeks. They broke after a few seconds, but their hand remained on each other for comfort. "But we need to do this delicately."

"I know, I know." Applejack nodded. "I guess we gotta decide who gets to do it tonight." She said, biting the corner of her bottom lip and a conflicted look dampening her once joyful eyes. Rarity did not take such an expression, instead her lips were hooked in a sinister grin and her eyes sparked to life, a palpable flame of desire burning behind her pitch pupils.

"No, we don't Applejack." Rarity's voice was closer to a hiss than a whisper, with a sexual slither that made Applejack perk up and hang from her words. "Why does just one of us get to enjoy him... When we both can." Rarity's words fell like needles on Applejack's skin, goosepimples running up her arms at the suggestion.

"Are you sayin..." Applejack needed confirmation. She wasn't sure why, she already knew full well what Rarity was talking about (and was one hundred percent on board, she just needed to hear it from her mouth.

"I'm sure Spike wouldn't say no to a ménage à trois." Rarity's words were breathless but held a certain weight to them at the same time.

"A whut?" Applejack whispered. Rarity rolled her eyes and broke from her seductress charm at her friend's denseness.

"A three-way, darling." Rarity explained in layman’s terms before morphing back into the vixen wordsmith again. "You, me, and of course Spike making all our dreams come true. Rarity accentuated her point by taking the hand that currently rested on Applejack's thigh and slowly rubbing it up and down, her fingers spreading wide with each journey upwards, and contracting with each stroke down. Applejack looked at the hand, then back at Rarity where a sly smile much like Rarity's spread tight across her lips and her brow raised slightly

"Well then what're we waiting for?" Applejack asked, her drawl taking on an even slower and smoky tone. Rarity loved it when she did that. Applejack looked back out from behind the tree towards Spike, but her expression shifted from nervous enthusiasm and seduction to disappointment. "Well we got one problem." Applejack said her sexy tone dropping for a more matter-of-fact and annoyed one. "He ain't there no more."

"What?" Rarity asked, a certain venom behind her voice. She too ducked her head out from the tree trunk, seeing that the tree Spike had so thoroughly marked was no devoid of the young man. Rarity scoffed at the young man's gall to walk away and turned back to Applejack. "Well where could have that cheeky bastard gotten-"

Rarity was cut short as she felt a heavy drop of dead weight dump itself on her crown. Although 'dead' was a rather inappropriate way to phrase it, as from what Rarity felt, there was a definite stirring in the long, thick, and oppressively heavy piece, and an undeniable heat radiating from it. She heard a manly chuckle from behind her as something slipped into her vision, coming down the direct center of her forehead was the unmistakable mushroom head of a penis. The thing was, Rarity recognized that penis, and probably could from any angle. Next came the feeling of a hot, fat sack of balls pressed against her neck, breaking through her thick purple hair to nestle evenly against her nape.

"-to..." Rarity said in a shaky gasp. She looked over to her friend in front of her, seeing she had become completely locked in place. No part of her moved except her green eyes, wide with surprise which dashed quickly from the huge piece of meat currently crowing Rarity, to the face of the man it was attached to. It stayed like that for several lengthy and unbearably silent seconds, neither of the girls moving out of what? Shock? Fear? Arousal? Submissiveness? Neither of them knew, their minds were currently fogged, Applejack with watching the cock on her friend's head, and Rarity currently having to wear it. The silence was finally broken when a thick bead of pre-cum collected at the cock's summit, growing larger and larger until eventually it could hang no more, and fell to Rarity's clothed breasts. Both girls gasped, and the man laughed triumphantly.

"You guys are really bad at sneaking." The voice said plainly, almost nonchalantly, as if he wasn't currently using one of the girl's as a cockrest. Rarity slowly and deliberately began pushing her head back and up, the cock sliding along her face like python, over and around her spindly horn, sealed lips, pert nose and left eye until she was finally looking upwards, in a position to see who the mysterious defiler was (As if she didn't already know). Spike smiled down at her, and she had no choice but to smile back.

"He-Hello-o... Spikey-Wikey." Rarity whispered, her arousal present in her voice. She wasn't sure why she used her old nickname for him, but from his smile and the heavy twitch in his cock, he definitely liked it.

"So, what brings you two out to the woods this late at night?" Spike asked. As she talked the powerful hips behind Rarity suddenly sprang to life, slowly shifting back and forth in short strokes and rubbing the flaccid cock against Rarity's still smiling face. Every run of the thick stick against her face sent a wash of Spike's maddening musk up her nose and deep down into the back of throat, causing Rarity to let our gasping, jittery breaths as his potent odor prepared her body. Rarity could feel his Dragon-Blood pheromones shift her body, the saliva in her mouth building thickly, her nipples perking visibly through both her padded bra and thin, cotton t-shirt, and an unstoppable flash of hot wetness in her pussy.

"W-We we'reee jus'... Talkin... Girl-talk chu'know?" Applejack laughed weakly, her usual strong conviction crumbling in front of Spike's power move. Applejack herself was not impervious to the lizardman's naturally rousing perfume, feeling much the same physical reactions as Rarity was as his musk expanded in the cold forest air, making it feel almost like a summer breeze was washing over the girl's flawless skin.

"Girl-talk huh? Wouldn't have anything to do with me, would it?" Spike asked knowingly. Celestia, how loud were they? Spike probably heard everything they said and was only interested in slowly pulling the answers out of them. And they most certainly weren't in any position to say 'no'. "Because I swore I felt my ears burning." He chuckled once again.

"We-Well it m-mm-mi-might have." Applejack answered, stuttering like a nervous schoolgirl all the way through. "We-We just wanted to tell you sumthin'." Applejack said. Despite the cold night air, Applejack felt a flare of sweat cover herself, a small shine appearing slowly on her brow as Spike continued to stare her down.

"Well alright, tell me." Spike asked of them, although to Applejack it felt more like a demand. Applejack's hot body suddenly went cold again. She felt the familiar flood of nervousness trickle down her body and straighten her up. She had hoped to maybe reveal her feelings during the midst of making love with her boyfriend, near the climax as something to push them both off, or perhaps even in the joint, winding afterglow. She definitely didn't intend to do it whilst Spike was using her best friend's face as a lewd dick-holster. But there certainly wasn't any refusing him at this point, he had her pinned with his slittled, emerald rounded pupils. She swallowed the nothing in her throat and opened her mouth, a strung-out drone leaving before she finally composed herself for the plunge.

"I-I've g-go-got feelings fer ya." Applejack said, her words feeling particularly solemn in the quiet night air. Spike's once dominant face was suddenly morphed into a surprised and awkward dropped-jaw one and his body ceased movement, the once grinding cock suddenly coming to a halt, which in turn let Rarity pipe up.

"And I was wondering if you're interested in the two of us... Like, as an item." Rarity herself said, finding Applejack's confidence rousing for her own goal. Spike once again, felt like he needed to take a step back after the sudden information dropped on him.

"Wh-What?" Spike asked with a quick stutter. It appeared the tables had turned, Spike had gone from the dominating apex, to the stuttering stooge in a few seconds.

"Ye-Yeah well... I just wanted to say that... Since we've been together, I've gotten smitten over you, I guess. And I want to see if we can make us work, like really work." Applejack explained, an imbued confidence in her after Spike retreated a bit. Spike's eyes widened slightly, trying to remember if he had registered Applejack acting differently over the last few months. He always knew she didn't completely love him like normal partners did and wanted to stay together for tradition more than anything, but now true motives were revealed, he didn't know what to say.

"I have to agree with Applejack. I've recently begun thinking of you differently, Spike. I was hoping we could try out a serious relationship, for Charoite and for us." Rarity spilled her own intentions, a quick one-two punch to Spike's guts. Spike stood there for a round minute, mouth still slightly agape and mind whirring like a rusty machine trying to conclude what he had just been told.

"Ok... Here goes." Spike said slowly. "Applejack. Thanks for telling me about your feelings, that means a lot to me and I would love to explore our relationship more." Spike said, Applejack's eyes lighting up.

"Is that a yes?" Applejack asked, her fists balled up in excitement.

"Yes." Spike answered. Applejack was quiet, her only signal was a slow smile cracking itself on her face, plump lips parted in an ecstatic show, her eyes shining as a slow mist of tears formed. When she had dreamt of Spike accepting her love, she wasn't expecting it to play out quite like this, but she was just happy it had. She sprung to her feet and clasped her arms around Spike's chest, her lips landing on his with vigor. Spike accepted heartily, shifting his head and falling into Applejack's purely loving kiss. Their lips struck softly at each other, soft and supple muscles simply playing with each other in the joyous shared feeling.

"I'm so happy for you two." Rarity warbled through flowing tears of joy. She was so happy seeing her two best friends together, even if she only found out about it minutes ago. A proud, if shuddering, smile adorned her face as she looked up at the happy couple. Well, she actually looked at half of them, with Spike's cock still covering her right eye. Eventually, the two broke, their eyes sharing an intense and unbroken gaze of love for one another.

"Wow..." Applejack spoke breathlessly, a small sheen on her lips glowing in the moonlight. Her body was warmly ecstatic, feeling like she wanted to jump up in the air. But she found a better physical outlet. Her hands laid themselves upon Spike's cock, her thick fingertips slipping themselves underneath to lift the hefty hunk of Dragon flesh and wrap tightly around it. Spike hissed at the contact, Applejack's delicate touch paired with her leather like hands creating a contrasting feeling of pleasure on his soft skin. The cock had slowly started hardening ever since he slapped it onto Rarity's head, but with Applejack's hands on him, the cock was growing even harder by the second. He looked to Applejack, his newly embued lover, and smiled at her, warm and gentle. She recuperated it, her hair tussling downward, and her chin pointed in the same direction, looking like a smitten schoolgirl at the sudden influx of emotion. It was funny, normal Applejack would have never been this emotional, but when she felt it like this, the multiple mingle of all these feelings making her feel her best, she wished her normal self could be like this.

"And Rarity." Spike continued and looked down past his currently jerked cock to see the Unicorn-Blood in question. She was looking up with shimmering blue orbs, tears still trickling but at a reduced rate. The girl wiped the streams with a stray thumb and waited intently for what Spike might say. "You have no idea how long I've waited for you to ask." Spike said, obviously alluding to the two's strange history, from crush to lovers and now possibly together at last. Even the scene right now reminded him of that time Spike came so close to admitting his feelings as they were in freefall what with Rarity letting the tears flow. There wasn't a dick in their way that time, but Spike was currently ignoring that. "I would love to be your boyfriend." Spike said, the words sounding somewhat strange, but getting the job done nonetheless. After a few months, six children, three girlfriends, and many sexual encounters his crush for Rarity had diminished somewhat. Sure, they were still the bestest of friends and Spike still found her beauty astonishing, but with so much more on his plate he had felt himself not see her as a prize, but rather an equal, and his intense feelings for her slowly drifted into ones of simple content.

But after this revelation, all his boyish feelings of first love bubbled to the top again, and he found himself blissful at the revelation. Paired with Applejack's apparent feelings he was near tears himself. Although he thought it best to hold them in for now, he heard men crying always ruined the mood for sex.

"Oh my... Spike you ha-have no idea h-how happy you've made me." Rarity said. When she remembered her conversation with Twilight in the chariot about how Spike might be a prospect she certainly wasn't expecting to act like a newlywed bride if he said 'yes'. Perhaps it was the emotions of watching Applejack's confession timesing her own feelings, or Spike's volatile pheromones. Whatever it was, Rarity wished for a way to confess her new-found love for the young man.

And it was dangling right in front of her face.

The kneeling Unicorn-Blood's hand's gripped Spike's cock, mingling with Applejack's considerably larger hands around the fat shaft. Spike moaned slightly, encouraging the two to knead the log even harder, fingers pulsing and waving and pulling at his cock.

"Say Rarity. Why don't we both show our boyfriend a good time." Applejack's words flowed like thick smoke from her mouth, a sexy and sly smile on her lips. As Spike looked at her, her tongue sneaked from her lips, tantalizingly running itself around, spreading a thin layer of spit over her slightly chapped mouth. Spike guessed what kind of 'good time' she had in mind. His suspicions were confirmed when she placed a hand on his chest and pushed him back against the tree they all currently sat beneath. When he was backed against the bark, Applejack and Rarity repositioned themselves in front of him, Applejack dropping to her knees and Rarity twisting her body comfortably with her hands still present on his member.

Applejack put her hands-on Spike. Not his cock, but rather his hips, thumbs and fingers spread wide over his thin, cut hips. Rarity kept her hands on his dick, almost fully hard now but keeping a level of stiffness that still let it droop ever so slightly. Rarity loved looking at the heavy cock from such a low angle, especially when it was still partially flaccid. She had an innate love for a large but flaccid cock, something about the delicate flexibility paired with the underlying power of a big softie dangling between someone's legs was picturesque to her. And when it came to Spike, none were better. His youthful cock smooth as varnished wood and as soft as a kitten's fur, and completely hairless thanks to his Dragon-Blood which gave it a taboo boyish innocence.

While Rarity wrote mental poetry about Spike's cock. Applejack was continuing her assault, slowly breaking the defenses between his bare pelvis and her and Rarity's worshiping tongues. She began by slipping her thumbs under his simple metal hoop belt and pulling it apart like tender meat, then unbuttoning the top button of his pants and fly, then pulling the khakis down to his knees, leaving his black boxers the only item remaining. Rarity let go of Spike’s cock for a second (missing every second it wasn't in her hands.) while Applejack tugged them down over his exposed cock and balls, letting his impressive set jiggle up and down. The movement made a pump of his thick pre-cum shake off mid-air and whip Rarity on the cheek.

"Look at it Rarity... Don't it look better knowing it's ours to use when we want..." Applejack said, her voice regaining dominance as she addressed the elephant in the room. Rarity giggled drunkenly as her friend slowly ran her fingers through her perfect, purple coils, a hand Applejack used to turn Rarity's head to herself. Before Rarity could react, their lips were latched, and Applejack had her tongue deep in Rarity's mouth. Not even a second passed before Rarity accepted, her own tongue meeting the farmgirl's on mutual ground, wrestling intently with a symphony of lusty moans behind it, letting spit flow freely from the corners as they both worked. Spike watched the sudden lesbianism beneath him, finding intense pleasure at watching his girlfriend's hungrily embracing each other so rampantly. As it went on, Spike became unsure if they were even doing it for him anymore.

Finally, they broke, lips and surrounding area covered in saliva enough for a few spit bridges to still connect their mouths. They both looked at each other, giggling and running hands along each other’s sides before looking back to Spike. Their vision turned south at his now rock-hard cock, standing straight like a soldier and slobbering like Pitbull, practically begging for a mouth to imbed itself in. Rarity instinctively went for it, tongue out as she darted forward, but she was stopped by Applejack's hand still holding her hair.

"Hold on there." She demanded, with Rarity helpless but to listen. "I don't think we're quite done." Applejack said, standing to her feet and strutting to Spike's body. "Work on getting those pants all the way off Rarity." Applejack ordered as she pinched the bottom of Spike's t-shirt, Rarity crawling to Spike's legs.

"Yes please." Rarity said excitedly, clawing under Spike's hanging clothes and pulling down further like a lion stripping flesh from a fresh kill. Spike lifted his arms up and Applejack pulled the t-shirt straight off him and threw it into the air where it fluttered back down to earth a few feet away. Rarity still worked on his legwear, going to untie his tight hiking boots.

"Wait. Leave them on." Applejack said down at Rarity.

"What?" Spike asked, slightly confused.

"I like a man in boots." Applejack licked her lips again and dropped down to the floor. Spike wasn't going to argue, after all, he had entertained weirder fetishes. Applejack helped Rarity with pulling the pant legs over the thick, black, muddy boots until Spike was completely nude sans the chunky footwear. "Ain't that purty." Applejack said predatorily, with eyes to match.

"I understand what you mean about the boots now. They certainly give him power, don't they?" Rarity said, looking him up and down as if he was a model or muse, taking in every inch of him in the darkness and the moonlight. If she had her camera with her she may have started an impromptu photoshoot with her sexual idol. "What I wouldn't give to have one of those on my head." Rarity muttered through clamped teeth. Applejack simply looked at her through a combination of disgust and arousal.

"Rarity, if you're gonna act like a whore..." Spike said, sauntering over to where she stood, cock wobbling until he was so close it neatly hung itself between her thighs. "You may as well dress like one." As soon as Spike finished his sentence, he tucked his hands under the collar of Rarity's shirt and pulled in opposite directions, the loud tearing of fabric filling the otherwise silent woods as Rarity's top was pulled apart with simple ease. Rarity gasped and looked down at her cleanly torn shirt and the large tits protected by a bra more survivalist than sexy. Although she had little time to register the piece of underwear before Spike tore that apart too, letting her tits bounce freely, nipples already like rock from Spike's prior teasing. "Applejack, when I'm done here-" Spike paused to give Rarity's tits a quick slap with both hands, making the girl shiver and moan loudly to the stars. "-I want you naked too, understand?"

"Yessiree." Applejack chirped, no doubt following Spike's orders while the man in question was looking at the shaking woman in front of him up and down. He pulled the ripped clothes off her arms, Rarity helping him all the way until they fell to the floor. The woman now stood with her arms by her side, head held still and completely nude from the waist up, stifling breaths of pleasure and fear as Spike judged her like a slave girl. He moved on to her bottoms, hooking his hands under her belt, pulling and tugging at it, shaking Rarity's whole body like a ragdoll as he attempted to pull the linked-up belt off. With a harsh tug towards himself, Spike pulled the belt off, throwing it behind him to scatter on the ground. His hands showed no halt, slipping underneath Rarity's waistband and pulling them down with a measly exude of strength, the top button of her pants popping off as the waist squeezed past the apex of her now considerable hips. Spike bent down, pulling on Rarity's right leg without a word, and trying to free her pant leg from her foot by grabbing the damp crotch of her cargos and pulling towards himself, rendering one half of the legwear inside out and nearly tripping Rarity up.

Eventually, he had ripped and torn one pant leg free and repeated the process with the other, the trousers now effectively ruined along with her t-shirt and bra. This left Rarity bottomless sans a pair of rather unflattering pair of women's sports underwear. How she cursed Celestia for giving her such abominably tacky undergarments. Spike seemed not to care however, instead eyeing up her thickened thighs like meat on a rack and drawing his gaze to the slick mound hidden behind Rarity’s tight panties. He grabbed her by the hips, pulling her close and pinching the panties from both sides. Before no doubt pulling them to shreds, he actually pulled upward, making Rarity squeak quite cutely as the wedgie rubbed the soft fabric of the panties against her burning pussy, producing a tight camel toe. Spike continued to toy with his foil, pulling up further and further, the outline of her lips becoming more and more defined and her juices trickling faster and faster.

A few more tugs made Rarity's knees knock, her legs suddenly becoming gelatinous in consistency, her bones apparently vanishing when Spike touched her. One last pull was what finally bored Spike, and he wrapped his fingers tightly into Rarity's stretchy undergarments, both hands pulling in opposite directions until the fine elastic of the panties split near perfectly down the middles all the way from the front facing waistband, down the crotch, over the undercarriage, up the back cover and finally finishing at the waistband once more, leaving the wet underwear torn in twain.

Rarity gasped as her pussy felt a flood of cooled air, calming the wild flame of her lips only slightly before Spike quite unceremoniously squished his fingers horizontally onto her pussy, rubbing the smooth pads of his fingers back and forth against her soaked hole, squeezing her clit in between his digits and making the girl moan loudly and in high pitch. As soon as he started he stopped, retracting his fingers but not before giving her privates a quick and soft slap, a tremble running over Rarity. He stepped back and once again ran his eyes over her nude body. Rarity secretly reveled in the way Spike looked at her, his eyes brimming with a fiery disregard, almost as if he was staring through her rather than at her. And the way his eyes moved up and down her curves as if it was all she was good for in his eyes, like she was nothing more than an object.

"Applejack. Ready?" Spike asked, still staring at Rarity while addressing his other girlfriend.

"Fer anythin'." Applejack hollered from behind Rarity. Spike plucked his eyes from one woman to the other behind her. He saw there Applejack standing amongst the straight wooden trunks, her curvaceous body beautifully juxtaposed. She too was fully naked except the boots, her hat, and a wide smile, and while her body was not as impressive as previous forms, her tits were delectably perky and full, and her hips crudely wide compared to a normal woman, with a pair of thighs half muscle half fat and a booty that would be the centrepiece to a hip-hop star's music video. She strutted to the other two, her powerful steps jiggling her lower body considerably for Spike's viewing pleasure. Applejack was always a show-off and years of rodeo expertise meant she knew how to put on a good show. She sidled up to Rarity, a hand on her shoulder that seemingly calmed the other girl who took on a pose of a seducer. The young man looked at his two friends and partners and smiled.

"I don't think anything says 'I love you' more than throating cock and eating ass. Rarity, on your knees. Applejack get behind me." Spike's words were blunt and jokey, but both girls obliged none the less, Rarity falling to the forest floor and Applejack rounding the young man and doing the same. Both girls gasped and moaned as they were faced with what they felt were the perfect paragons of male sexuality. Applejack took in the visage of Spike's pert, toned, yet oh so subtly thick ass cheeks, the baby smooth taint, and tight, squeaky clean asshole nestled within while Rarity trembled in ecstasy at the sight of Spike's God-like cock, his fully fertile balls hanging like sweet fruit, and the head looking directly at her, now completely shooting pre-cum in anticipation like venom from a cobra.

Applejack, the least submissive of the two, went in for the first blow by pulling Spike's asscheeks apart and giving a long, slow, and loving lick up almost the entirety of his ass crack. She retracted and moaned, finding the taste of sweat and flesh dancing across her tongue to be a fine feeling, so good in fact for she went for seconds, once again slithering her warm muscle through is valley of ass and taking a few seconds to swirl against his pucker before continuing upward. Spike hissed in response, goading Applejack further. He knew Applejack would be up to the task of tossing his salad, after all, she absolutely reveled in all things anal when in her bimbo mindscape, which included eating ass both male and female. Heck, Big Mac and Applebloom would delight in tales of their sister chewing their cheeks as equals for hours on end like she never tired from it.

After his strung-out teeth-blocked exclamation was complete, it was quickly replaced with a groan of equal pleasure as Rarity finally planted her lips on Spike's head, her lips puckering over his wide slit and letting his copious amounts of pre-cum splash on her teeth. She herself moaned at the heady taste flooding her mouth, her eyes rolling in pleasure. She placed both hands on her boyfriend's cock, pulling back on the heavy foreskin and revealing more and more head until it was unsheathed in all it's bulbous, pink glory. Rarity's plump lips slowly engulfed it, perfectly accessorizing the thick dick until the whole head basically filled her mouth, her lips stretched nearly to the point of hurting. But with the marvelous member constantly feeding her thick pre, she was not complaining.

Spike provoked the two with a moan, coaxing them to go further. It was met well, Applejack picking up her crack-lathering tongue with imbued speed and Rarity sucking in air around Spike's head, the vacuum bulging the bell end in size and letting Rarity run her tongue over even more of the piggish, pink glans. Spike stood straight as he moaned, his head shifting from looking straight down to Rarity's loving sucking, and to behind him where Applejack so tenderly licked his ass. He loved the feeling of being worshipped from both sides, although his balls were feeling a little solemn as the dangled in the cool night darkness.

Within only a few seconds the girls were already picking up their individual paces. Rarity was the first to up the ante, squeezing her lips over the smooth mushroom head and engulfing some of the beginning of his thick and fleshy shaft in her mouth, her tongue pampering the muscular underside as it inched into her mouth. It was also notable the amount of spit she was lathering the cock in, her maw nearly as wet as her pussy with the amount of saliva that covered Spike's cock, some of it coming out in lewd spit bubbles. Applejack was taking a considerable stroll compared to Rarity's mountainous challenge. The young ass-eating woman continued, but instead of running her tongue straight, she decided to use the thin tip to snake her way over the crevice, paying particular attention to his gooch and asshole, sometimes spending solid minutes just circling around and over them. She began moaning wildly despite her not being stimulated, apparently just eating a man's ass was enough pleasure for her.

Rarity had finally gotten a quarter of Spike's cock in her mouth, her spit lathering up the dick enough for it to now slide simply. She began bobbing her head, lips sliding over the shaft with slick abandon as the head occasionally bopped against the back of her throat, gags breaking through the seal of her lips to add an obscene rhythm in the air. Applejack appreciated the pornographic metronome setting her time and used it as a guide, her tongue flicking from left to right whenever Rarity gagged. Spike had also subconsciously started following the rhythm, his hips bucking every beat into Rarity's mouth, making her wretch even louder and depositing slicker pre-cum into her mouth that mingled with her saliva which itself provided a lewd lube for her sucking. Now Rarity's slobbering was getting to pornstar levels of excess, building around her lips in a moonlit shine, the abundant fluid either bubbling and popping or dripping from her chin onto her tits, slathering the fat things for later titfucking.

Applejack pulled back from the ass, her strong hands grabbed the cheeks to pull them in opposite directions. She indulged in the sight of Spike's winking asshole, hungry for the feeling of Applejack's tongue on or in it. But it wasn't the only thing Applejack appreciated, that honor also fell on Spike's cheeks. Applejack giggled as she began shaking the meaty butt, clapping his cheeks and making Applejack's spit there connect and release in little connected tendrils between the two flanks.

Rarity whined around the cock while slipping even more of the unbelievably fat dick into her most hungry hole, the head now slipping past the back of her mouth and into her throat proper. She had to bend her neck, so the cock could successfully breach her gullet and dribble it's thick and musty pre directly into her stomach. Sure, her neck and lips were already sore, a pain which would be tenfold tomorrow morning no doubt, but after Spike had gifted her by allowing her to be his girlfriend and allowing her to suck his cock, she had accepted her role as cocksleeve for the night. At this point, any pleasure Spike felt was doubled pleasure for her.

And Spike was very pleasured. With Rarity praising his cock with lip, tongue, and throat at the front and Applejack sending tingles through his spine by rubbing a thumb over his pucker, he felt the girls had deserved a reward. A particularly thick and salty reward. The question was when to give it to them? He did have complete control over his orgasm after all.

That secret about Spike wasn't particularly secret amongst the girls. Ever since he had become the private consort for both Princess Celestia and Princess Luna, the Royal Sisters had tasked him in studying up on past Dragon-Blood consorts of Equus' royalty. Dragon-Blood's, particularly baby Dragon-Blood's, had a history of being employed as sexual servants for ability in and outside of Equestria. Their natural abilities made them practical sex gods to the lesser advanced Pony-Blood's, with some of them unlocking secret sexual abilities through power of mind. Spike had studied these abilities and eventually learned them over many nights of sweaty, laborious, and sometimes painful trials. But eventually, he could do it.

He could completely control his own orgasm. This meant he could last as long as he wanted in bed, minutes, hours, days were nothing to him. He had even trained his stamina to keep up, he could practically keep fucking a girl for a week without stopping and not cum once. This had the added bonus of building up his orgasms to increased levels, not just in pleasure for him, but sheer physical volume as well. There were times at the Monthly Bangfest's where he would not shoot a drop of pure sperm until the end of the night, where his backed-up balls could finally unleash themselves in extravagant fashion, covering each and every girl's face one-after-the-other during the same orgasm. Or there was the famous time he didn't cum for the whole month through sheer bodily control, only to unleash his monstrous orgasm at a Bangfest into a three-gallon bucket, almost filling the damn thing to the brim.

But it worked both ways too. Spike could simply cum on command if he needed to. He could go from flaccid to erect at the snap of someone's fingers, and at the second snap he could be shooting off a load. The Princesses’ loved testing him on that, telling him to cum and cum and cum again in short succession, watching the cock jolt as it shot off bolt after bolt of spunk from his laborious without any stimulation what so ever. Where normal men might have felt a level of uncomfortable pain after the third or even second ejaculation in such a short window, Spike smiled at the task, feeling no discomfort whatsoever.

Back to present day, Spike decided to pick up the pace. His hands shot out to grab both girls by their hair, his hands submerged in Rarity’s soft, twisted locks and Applejack's long, rough strands and pushied them into their respective areas of interest. Applejack's face and nose was smooshed right between Spike's cheeks, the sloppy mess her tongue made rubbing against her lips. Rarity gagged loudly as cock spread in her throat, stretching it enough to see it bulge in her swan-like neck. The two girls moaned simultaneously, both muffled by Spike's body. He used his grip on the two to his advantage, using Rarity's head to vibe short strokes over his cock, her wild tongue and tight seal of her lips pampering his member. With Applejack he ran her face up and down his crack, her nose, lips, and chin running against his untouched flesh slick with her spit and feeling the curves of her face run against his asshole.

The two girls were equally loving it. They had both waited for Spike to get his hands involved. Rarity adored a good facefucking, and while her throat wasn't quite prepared for Spike's entire cock in her half-bimbo state, she still rejoiced in the way he used her mouth. Applejack understood that anilingus could be both dominating and submissive depending on the circumstances, but she recognized this as completely submissive, and she thought it was tantalizing. She never submitted to any man or woman sexually except a select few, and Spike knew best how to utilize such a privilege for some filthy and rough times.

However, it wouldn't be a fuck with Applejack if she didn't shift the power at least once. This was manifested when she overpowered Spike's hand by grabbing his hips and refusing to move her head, which Spike understood and stopped pulling her head up and down. She rewarded his obedience by finally snaking her broad tongue into his tight ass, the wriggling muscle quickly settling into Spike's clean ass. Spike groaned in ecstasy at the sudden invasion of the snaking pulp, finding the way it ran against his walls like dying fish strangely pleasurable. This manifested itself in the way he continued to fuck Rarity's mouth, changing to longer and more tantalizing strokes of her lips over his shaft, bumping his head against her gullet each time with a whine of joy from her as he tongue continued to massage the thick stem of muscle underlying his cock.

As both girls worked tirelessly to please him so wholly, he considered how he would present them with his 'treat'. Rarity had to be the main receptacle for it, unless he wanted to pull of some kind of complex spin-move. As fun as that sounded, he was considering a more viable approach. There was the classic 'cumming down her throat', but that was quickly ruled out since Applejack wouldn't be able to enjoy it. Cumming on her tits and face was an option, then he could see Applejack and Rarity herself finger and lick it off her body. Or perhaps he could jizz in her mouth, letting it swell her cheeks until she could finally share it with Applejack. So many answers for such a big load. It was no doubt a large load too, especially after being inadvertently blueballed by Fluttershy yesterday.

Eventually, he settled himself. He plucked Rarity's mouth off of him with a push off, his cock hanging there, beating like a heart and covered in thick slobber. He groaned loudly one last time before he himself released the floodgates, a dull shock of filling ecstasy running through his tensed muscles, jaw clenched and neck flexing as the first shot rung off. It splattered against Rarity's shocked face, landing on her forehead and bouncing off in many small beads of semen over her other features. With Applejack's tongue still firmly nested in his ass, his cock flexed powerfully again, jumping up and busting another fat rope over Rarity's cheeks, a slim drop getting in her mouth and driving her instincts.

"Please Spike! Stain my face with your cum!" She practically yelled to the empty forest. Spike was happy to oblige, shooting off more pure white flares of spunk onto her face, a rope covering her eyes, the bridge of her nose, her pert lips. Once her face was quite pleasantly painted, he pointed his weapon downward to her tits, the spunky thickness battering her huge, slutty globes of flesh with streaks of fresh, burning ejaculation. After about thirty seconds of pure cumming on Spike's part, the last of his syrup-thick cum dribbled from his cock head, slipping out and missing Rarity's well-covered tits entirely and instead falling to the mud beneath them. Spike wondered if Rarity would try to lick that up even though it was mingling with dirt. He had seen some freaky shit, but that was too far for him. After his orgasm had finally stopped, Applejack popped her tongue out his asshole rather unceremoniously and ducked to see through his legs, using her hand to move his dangling balls out of her view.

"Holy shit Spike! You really fucked her up." Applejack giggled, looking at Rarity's knotted hair, semen-stained face, and her tits slathered in spit, pre, and cum cocktail.

"And she loved it." Spike smiled before puckering his lips and hocking a ball of spit Rarity's way. The girl instinctively opened her mouth and let it land on her tongue where she swirled and swallowed it. Spike lifted a leg as Applejack crawled u to Rarity, both of the girls now facing each other, spit around their mouths, and a bountiful meal covering one of them.

Applejack made the first move, harshly grabbing one of Rarity's large tits in hunger and running her tongue broadly across the curve, leaving a long streak of missing cum in its place. Applejack moaned aloud as the familiar taste once again crashed her mind. She had no idea how many times she had tasted the stuff, but it still tasted like the greatest meal she could ever eat. The rich and heady flavor spread on her tongue, seeping in and firing up her endorphins like it was some kind of drug. Rarity followed suit, her fingers plucking off a thick worm of the jism off and dropping it into her mouth. Combined with the taste of Spike's cock still staining her tastebuds, the spice of his cum was near orgasmic to her, her arms shivering as she took a few seconds to simply ignore her other senses and take in the taste. The two went about cleaning Rarity's body, Applejack using her tongue to spit-bath her pillowy tits and suck up Spike's sperm while Rarity utilized her fingers to scrap the thick icing from her features, leaving a small sheen over her pretty face. Whilst the two cleaned, Spike rested his still hard cock on Applejack's head, letting it sit squarely in the broad crease of her stetson and mirroring how he engaged this night with Rarity earlier. Once both sluts were done with their feast, they look up at Spike as if asking 'what now?'.

"Up." Spike said, pointing with his index finger where he wanted the girls. Both of them obliged, springing to their feet, knees muddied from their previous activity. He looked back and forth between the two, trying to think of something to do. As far as the girls were concerned could keep looking at them with his predatory eyes from a while longer. Finally, he decided what would be done. He took the girls by surprise, grabbing their respective outward arm's, bending down, pulling them toward him, and lifting them off the ground. Both girl's exclaimed in delight at being manhandled, Applejack letting out an amused 'whoop' while Rarity entertained a much more girly 'oooh'. As they both settled into Spike's fireman carrying (mainly by admiring his ass from their new place on his shoulders), Spike turned and walked away from their previous fuck local, walking his way back to the camp, intending to dump his two girlfriends’ in his tent and have a few more hours of fun.