-Part 2 Control Room-

“Is it safe for us to go in and retrieve Saddle Rager and Mistress-Marevelous yet?” Rarity asked Professor Stripes.

“Not yet.” Stripes explained as she kept an eye of Spike’s vital signs from the monitor. “So far he hasn’t shown any rage spikes, meaning our unconventional method is working, but we still need to make sure he will not get aggressive when he sees us.”

Stripes still looked unsure and thought about it before heading to the monitor. “There doesn’t appear to be any sign of change for Hum Drum besides more intelligence and the pink mist that could be the toxin exiting his body. Maybe he still needs some mating in order to return to normal. Fortunately his stamina must be more than depleted by now so another quick session could put him to sleep.” She smiled as she looked at Rarity.

“Its times to increase the heat. So far Hum Drum has only been mating with one mare at a time because he might attack if more appear, but now that he is weak two mares could easily overpower him and finish returning to normal.”

“We must act quickly before he regain his bearings.” Rarity told her. They soon heard a door opening behind them to reveal Twilight, Starlight, Trixie, and Calm Breeze entering the room.

“Hey girls.” Starlight said.

“How are Zapp and Filli-second doing?” Rarity asked.

“And what happened to Breeze?”

“Filli-second and Zapp… got a little too frisky with her after Filli-second woke up.” Twilight explained.

“We had to go in and get both mares off of her.” Trixie added.

“That would explain why you were gone for so long.” Stripes said as she walked over to her assistant. “Had I known what was going to happen at that moment, I would’ve sent two of the Power Ponies with you.”

“C-can I get some clothes p-please?” She stuttered.

“Everyone, wait here. I’m going to take my assistant and we will be back shortly.” Stripes explained as she took a shaking Calm Breeze and left to another room.

After they left, Twilight turned to the girls and said, “Okay, it looks like they're gone.”

“So how do we decide on who goes next?” Starlight asked turning to Rarity.

“I’m not sure darling.”

“I think that three of us should go in.” Trixie suggested with a smirk, making the other girls look in her direction.

“What exactly do you mean by three of us?”

“I think if three of us go in,” Trixie added. “We’ll have a better chance of getting Applejack and Fluttershy out of the room, while one of us keeps him busy.”

“Trixie,” Twilight said as she walked over to her. “That may have been the smartest thing you’ve said all day.”

“Why thank you,” Trixie said, but she opens her eyes as she caught onto what Twilight said. “HEY!”

“Well, how do we decide on who pleasures Spike first?” Starlight asked.

“Trixie suggests drawing straws for it.” Trixie said.

She looked around the room for anything she could use as straws, and she spotted a broom.

“This will be sufficient for the straws.” Trixie said as she grabbed the broom. She then removed several straws from the broom, and held them in her hand.

“Trixie will now explain what is to be done.” Trixie said as she went back to the girls. “Everypony will draw straws. The one who draws the shortest straw pleasures Spike first. The one who draws the longest straw stays here.”

“Okay then.” Twilight added in response and each of the girls surrounded Trixie. “I think we can abide to your rules.” Each mare soon closed their eyes and took a straw from Trixie’s hand. They each pulled up the straw and when they opened their eyes:

Twilight looked at her straw with a little relief. She had drawn the longest straw, which meant she would be going last.

Trixie and Starlight were relieved to see that they had drawn medium straws. This meant that they were getting AJ and Shy out.

Rarity gasped. She had the shortest straw, which meant she had to pleasure Spike first.

“Oh...dear…” Rarity said, a little distraught as she was the next to go. “I guess I’m...next.”

“Okay, we’ll go get Applejack and Fluttershy out of the room and into the infirmary.” Starlight added. Before Twilight could say anything a throaty moan was heard from the monitor. They all quickly looked at the monitor. Spike was gripping the farm pony’s ass as he was releasing himself in Applejack while Fluttershy was behind him staring off into space and her face showing that she was lost in pleasure. Applejack’s belly was now the size of a beanbag as Spike continued to pump more of his virile seed inside of the lust dazed earth pony. Spike looked like he was finishing up as Applejack passed out again with her cum bloated belly the only thing supporting her on the floor. Spike finally felt himself spent as he pulls out of her, and he falls backwards, lying on the floor.

“Look’s like they both reached their limit.” Starlight said in response.

“Then we better move now.” Rarity added with worry in her voice. And with that, the girls went to the sealed room and opened the door, hoping that their friends were okay.

Spike laid on the floor, feeling the need to rest after fucking at least four horny mares within a six hour period. He suddenly heard the door open in front of him and another mare walked in the room.

-Rarity-

“Spike darling.” Rarity called out. “I will be your last mate for the time being.” She slowly walked over to Spike and crawled on top of him. The drake was confused by this but he couldn’t move around much with the amount of mares he had just screwed. Rarity couldn’t help but blush after feeling his raw muscles up close.

‘Celestia...he’s ripped… more ripped than any other stallion I’ve met…’ Rarity thought to herself. While she was distracting Spike, Starlight, Trixie, and Twilight sneaked in to get AJ and Shy out of there. With a little magic they levitated the lust dazed duo off the ground and back into the main room.

As they did so, AJ moaned, “More….give me more.” After she finished saying that, she reached out to grab Trixie, and succeeded in grabbing her by the breasts.

“Hey!!” Trixie shouted. “Trixie’s breasts are not to be groped.”

Shy reached out at Starlight upon hearing Trixie’s shout, and grabbed Starlight’s butt with lust.

“F-Fluttershy!! What’re you doing?” Starlight asked in shock. Shy reached out with her other hand and grabbed Starlight’s head. She pulled into Starlight’s ear, and started nibbling it.

“Hey, what’s wrong with them?” Trixie asked as Applejack puckered her lips to try and kiss Trixie. This would’ve continued had Twilight not separated the lust dazed ponies from Starlight and Trixie via magical means.

“They've been in there for too long and Spike’s aphrodisiac gas was affecting them.” Twilight explained as they ran through the halls of the HQ and into the infirmary. “They need to go into the chambers to not only recuperate, but to purge them of the gas in their bodies.”

“Something we can arrange.” Said a voice from behind them. The girls turned to find Professor Stripes and Calm Breeze (Fully Clothed) returning to them.

“Professor.” Twilight said.

“What took you so long?” Trixie said, a little disgruntled with the fact that she was groped by a certain farm mare.

“Trying to calm down my assistant after being attacked by two of your teammates.” She said in a calm tone. “Where is Radiance?” She asked noticing that Rarity wasn’t with Twilight.

“She went to deal with Humdrum.” Starlight said. “I think he’s tired out to the point where she can handle him by herself.”

“That’s good.” Stripes then looked at Applejack and Fluttershy. She then turned to Trixie and Starlight. “Mage. Mare-Do-well.” She called their names.

“Yes?” Starlight asks as she and Trixie walk over to her.

“Seeing that last incident with Filli-second and Zapp caused my assistant to be molested, could you assist me in taking these two to the healing chambers in the infirmary?”

“Sure.” Trixie said in response.

“Works better that way incase these two get a little too frisky.” Starlight added as she, Trixie, and Stripes took the lust dazed Applejack and Fluttershy to the infirmary, leaving Twilight and Calm Breeze alone.

“How’re you feeling?” Twilight asked, turning to Calm Breeze.

“A little better thanks to you.” She answered in a more relaxed tone. “Thanks for helping me after that ‘incident.’”

“Don’t worry about it.” Twilight said as she rested a hand on Calm’s shoulder. “You needed some form of understanding, and I did the best to help you out.” Breeze smiled and hugged Twilight, making her blush a little. “Let’s check back to the main room and see how Radiance is doing against Hum Drum.”

“Okay.” Breeze said, letting go of Twilight and they both returned to the main hall to see what was on the monitors.

Meanwhile, Rarity was grinding her bubbly rear against Spike’s length, making the drake growl in response from feeling Rarity’s soft cheeks against his throbbing length.

“It’s okay dear Hum Drum,” Rarity said in a rather saucy tone. “I will make you feel much better.” She proceeded to grip Spike’s length with her soft butt cheeks and leaned in a little closer to feel his chiseled muscles against her soft body. Rarity couldn’t help but moan a little as despite his monstrous appearance, he could beat any stallion in body shape as he had the perfect figure to back it up.

‘I must say, even though we need to do this in order to help Spike, it would be a shame to not see him like this again.’ Rarity thought as she leaned in and licked across Spike’s chest. ‘I might as well make this last since I may never get a chance like this again.’ Rarity added. She wanted to at least tease him a little, but a sudden yank on her tail makes her yelp in response as she was pulled downward.

“Ow… you don’t have to be so rough… oh goodness…” Rarity’s voice trailed off from seeing Spike’s length. It actually looked much bigger up close than when she was grinding against it. It was still wet from his earlier fun with both Shy and Rarity, but she didn’t seem to care about that. She reached out and touched his throbbing length and a bead of precum dribbled from its tip. Rarity was baffled to say the least. Not many stallions would even come close to Spike’s size.

“You’re a big stud aren’t you?” She said in a seductive tone. “I think you require some special service.” Rarity told Spike as she undid the zipper on her back that held her costume together. Her costume soon fell to the floor and she held her arms behind her head as she gave Spike a flirty wink and her curvacious body was now on full display. She made herself more enticing by twirling around letting her curves bounce around. Spike’s cock grew stiff the more he watched the display.

“Well now, shall we begin?” Rarity said as she shook left to right making her round melon-like breasts bounce around in front of him. Spike drooled for awhile before trying to get up, only to be stopped by Rarity. “Now, now darling,” Rarity said holding up her right hand. “As eager as you are, I’d like for you to let me take over.” She added kneeling in front of Spike’s throbbing shaft.

“You have working your poor being to the bone.” She said baby talking to him, and then gave his shaft a quick kiss. “Now it's time for someone to treat you properly.” Rarity shifted her weight ever so slightly to where she leaned on his crotch. She caressed and massaged her boobs while at the same time, used them to trap his length in between her soft flesh domes. Spike groaned and Rarity could feel his cock throb in between her soft breasts, and a pearl shaped bead of precum leaked from the tip. Rarity’s tongue dragged onto his tip and lapped up the bead of pre that dribbled from his tip.

‘Hmmm salty yet enticing, like a mix of a really strong wine’ Rarity thought with her eyes starting to roll back. ‘I can get used to it, this taste, this length, if he can keep it up I will become his official wake up blow’ She said with a big smile as she finish savouring Spike pre cum.

“Hum Drum darling you simple taste divine, no wonder all the other girls couldn’t get enough of your glorious penis” She said as she nuzzled his member with a smile, her marehood getting hotter and hotter as she came up with an idea and stood up. “Oh my goodness where are my manners, Hum Drum I’m so sorry.” She walked toward him until getting her legs in between his head and started to crouch. “I have been eating like an uncivilized lady and I haven’t even offer you a ‘dish’ in return, that simple can not stand, as lady I must rectify my mistake.” She said before lowering herself while slowly crawling toward Spike’s penis which, by this point was now pulsating in anticipation. “Bon Appetit mon ami.” She looked back and gave him a wink before looking at his penis and put it in between her huge marshmallows so only the tip showed, which she quickly gave a long kiss before diving in and started to suck.

Spike took on Rarity’s offer as he enjoyed seeing Rarity’s dripping, and shaved marehood as her pubic hair was in the shape of a diamond. Spike’s mouth only watered as he opened his tooth filled snout and his forked tongue entered Rarity’s wet marehood. Rarity flinched in response after feeling his tongue enter her warm wet tunnel and gliding against her velvet walls.

In response and not wanting to leave Spike unappreciated for the treatment, she started to hum a tune and swirled her tongue on Spike’s shaft, the vibration giving him lots of stimulation as a response.

‘Dear Celestia…’ She thought as Spike continued to eat her out. ‘He’s different from any stallion that has had a taste of me.’ She continued her humming and swirling motions as neither partner was missing a beat. ‘I doubt any other mare could be able to handle him if he stays like this, any other mare except of course me.’ Rarity said with confidence ‘This virile penis is all mine and I will make sure to give its proper lube each and every single day and night’ Rarity looked up in thought. ‘Hmm I wonder if this is all Spike or is there some Applejack and Pinkie Pie, or any of the other girls mixed in too’ She asked, mostly to herself as her lust started to sink in little by little. ‘Maybe I can ask for a little taste?, I bet Dash wouldn’t mind one small little lick’

“Ok this is as unusual sigh.” Twilight said looking at the monitors.

“I know... it’s like watching some bizarre opera porno show thing.” Calm Breeze said looking at how in sync they both were, and in some erotic way almost looked like they were dancing a bizarre and weird slow balls.

“The effects must be wearing off.” She said with a smile “At first Hum Drum would have just attacked and subdued any mate he got, now he is showing restraint and you can argue kindness.”

“Check his vitals” Twilight encouraged Calm Breeze, who worked on the keyboard and scanned Spike before smiling in triumph. “He is almost complete purge, Radiance could easily finish cleaning Hum Drum.”

“That is some great news.” Twilight said in excitement

“Still there is the problem of the lingering side effects and the alert of a relapse, even after we are done we will have to test his body once more and see if he wakes up again.”

“That would be a problem if we’re not careful.” Said a voice from behind the two mares. Twilight and Calm Breeze turn around to see that Trixie, Starlight, and Professor Stripes had returned from the infirmary, only Stripes’ lab coat looked a little roughed up. Trixie and Starlight weren’t faring any better either as parts of their costumes were missing in certain areas.

“Are you all okay?” Calm Breeze asked.

“We’re fine Breeze.” Stripes said in a calm tone. “Marevelous and Saddle Rager just got a little too rough.

“What happened?” Twilight asked.

“I think Mistress Marevelous and Saddle Rager are affected by ‘Hum Drum’s’ ...ahem...Ailment.” Stripes added in response. “They both tried to jump me in a little unwanted threesome of theirs.

“Had to take the two of us to force them off of her.” Starlight groaned in response since her cape and part of her face mask was ruined.

“Rager bit me on my butt.” Trixie added, pointing to where Fluttershy bit her. Some fang marks could clearly be seen on the nape of her neck. “I had to hit her on the head with a nearby ashtray to get her off. She bites hard.”

“We did manage to place them in the healing chamber to hopefully pure them of the toxins in their bodies that’s making them act this way.” Stripes added as she slumped in a nearby chair, looking pretty exhausted from their earlier ordeal. “I hate to think what would’ve happened if I didn’t have Dazzling Mage and Mare-Do-Well for back up.”

“Trust me professor, you don’t want to think about it.” Breeze said with a shiver, the memory still fresh on her mind

“Please tell us you have good news?” Starlight groaned.

“We do actually.” Breeze said, and pointed to the monitor “It looks like Hum Drum is almost purged of the foreign elements in his body. There are still signs going off, but it's really small and Radiance is doing quick work of it. He is even acting more mellow. Maybe after her he will have complete healed.”

“That is good news.” Stripes said as she tried to take it easy. “The rest of you may not have to go into the room with him.”

“Yeah…lucky us.” Breeze said with a pause. “Say professor... Hum Drum may need a nurse on duty and be in a 24 hour watch. I know how busy you are and how the Power Ponies need to stay alert to protect the city, so I offer myself to look after his well beast, being! I meant to say well being.” she said with a chuckle and a small blush. Twilight and the others got a little confused by what she said.

“Breeze, are you alright?” Starlight asked, walking over to her and feeling her forehead.

Breeze shivered at the touch, and immediately removed her hand. “I’m fine, I’m fine.” She quickly said and cleared her throat, “Just a bit cold, and shaky after Zap and Filli-Second from that earlier incident. Just need to keep my mind busy, so let’s work on this.” Calm Breeze added. “Hey look, they are almost finished, so let's watch.” She told them desperately trying to change the subject. Twilight and the others looked at the monitor and noticed that Breeze was right. Rarity was still hard at work with Spike’s cock as she had nearly ten inches of his length in her muzzle while the rest was trapped between her rather bountiful chest. Spike was still enjoying the taste of Rarity’s marehood as fresh grapes danced along his taste buds.

Rarity was still hard at work with Spike’s shaft as she could feel it pulsating in her muzzle. Rarity could feel his length swelling slight in her mouth. Rarity knew what was coming, and was prepared for what was going to happen. The fashionista wasn’t far behind as she was close to getting off with how good Spike was with his tongue despite his monstrous appearance. Spike growled as his balls started to swell and make a few sloshing sounds and before Rarity could even try to ask if he was ready, she felt Spike grab her legs and his tongue dives deeper into her marehood to where his tongue was actually tasting her cervix. Rarity pulled up from Spike’s shaft and looked back at Spike with a blushing face.

“Ooh you naughty boy…” Rarity moaned as she tried to stifle another moan after feeling his tongue hit her sweet spot. “Two can play at that game.” Rarity called out as she dived back onto his shaft and her hands actually went for his rather large balls. Spike felt Rarity massage his swollen nutsack, and he couldn’t hold back a growl of arousal. Rarity saw this as a sign of approval and got back to her routine of pleasuring his cock. Rarity went as far as to try and take as much of his cock as possible.

Soon he let out a low roar, and his cum burst from his tip. Rarity gurgled and sputtered as her mouth was flooded with his thick creamy seed. She ended up cuming too, soaking Spike’s face as she gasped and breathed for air after drinking all of his cum. Turning around, Rarity laid on top of Spike while waiting for the afterglow to pass, while holding Spike hands and humming in satisfaction. “Oh darling you were so were perfect back then, that tongue of you is a miracle worker” she said before biting the air near his face and growling in desire. “Was it great for you too?”

Spike could only nod and shudder when he felt Rarity’s leg massaging his penis, coercing him to speak. “Say it.”

“It…was.”

“What was Hum Drum? You need to be more clear” She said, increasing her rubbing.

“Was…good.”

“Just good? Hmmm?” She kissed his check in a teasing matter

“Was…glorious.” He finally said with a blush on his face.

Rarity only giggled in victory and snatched a quick peck on his lips “Oh you tease.” She joked and laid once more on him, stopping the rubbing, but used her magic to guide his free hand so he could have a grope of her voluptuous rump.

Rarity faked surprise and arced her back giving Spike a nice view of her boobs, her purple nipples growing stiff out from excitement.

“Hum Drum?! Aren’t you getting a bit ahead of yourself?” She said, like a roleplay where she was a shy and reserved lady and Spike was a pervert.

“Well I never, if my father were to catch you now, he will certainly would throw you to the dogs.”

Needless to say both Spike and the others watching the show were fairly confused. “What is happening? What I’m looking at?” Trixie asked in confusion.

Twilight finally understood and pinched the bridge of her nose “Of course she would be doing that… Ra…Radiance has always being kind of dramatic so of course she would be into role play.”

“Don’t you think this is not exactly a good place for roleplaying?” Stripes asked, confused.

“Shhhh! I think they are about to start the good part!” Breeze said getting excited at the show.

The others looking at her confused while she ignored the stares and just started to watch the show.

“Calm Breeze, are you certainly sure you are ok?”

“Yes I’m sure doctor.”

Stripes didn’t buy it and tried a test. “I’m secretly Mane-iac’s twin sister and all this time I was pretending to be on your side for an evil plan.”

“That is good professor.” She said not even reacting.

“Aha!” Stripes pointed at her waking her from the trance. “You are contaminated too.”

“Wha…wha…what do you mean professor I’m…I’m fine.” Breeze said with a blush and sweating bullets. Stripes only raised an eyebrow and just decided to grab the shoulder of her shirt and show some elbow. Breeze looked at that and sweated even harder before jumping at her like a wild animal only for Twilight and Starlight to catch her and put her inside a magic bubble. “Just as I feared, her judgment has gotten clouded, just like with the others.”

“So it’s affecting her like it affected our friends?” Trixie asked.

“It appear so, but in a smaller dose, she still has some control on her, but we still need to do something.” Stripes said in worry while looking at her assistant who was in the middle of a strip show. “Perhaps a mild sedation would work better for her. She can regain her self control and if she loses control again, we can apply a second shot.”

“Would this also apply to our friends if we let them out?” Twilight asked.

“Hard to say since they’ve been with Humdrum much longer at different times.” Stripes added. “I’m going to take Breeze to the infirmary. Just call me back if you need anything.” She added as Twilight used a spell to put Breeze to sleep and the professor carried her unconscious assistant with her leaving the girls alone to look after Spike from the monitor.

Rarity looked down with a predatory smile as she lifted her hips and positioned herself until the tip of his member was kissing her lower lips.

“Oh you poor thing, so in love are you of this noble mare that you no longer care what the world says?” She very slowly started her descent making Spike flinch and clench his now free hands into the floor. “Your love burn so bright that you no longer care of the danger that you would face and are willing to fight the world if you need to?”

By this point his shaft was half way inside Rarity and even though her stomach was bulging a little she never stopped or increased her pace, but then suddenly stopped and forced him to look her into her eyes.

“Such passion and desire... such love and devotion... Oh Hum Drum even if we lived one world apart, I can’t ignore such bright and pure love! Please oh please you humble traveler! Take me now! Let us become one under the moonlight and to hell with what others say, let's show them what true and pure love looks like!” She said in an over the top and dramatic way as she slammed on him and took his full penis inside of her in one go. Correction: she tried to take his penis in one go, but only got two thirds of it in her body.

“OH CELESTIA!!!” Rarity screamed as she threw her head back as her entire body shook to the core riding out another orgasm. She had never taken a male this big before. Spike groaned in both pleasure and in pain from how tightly Rarity was clamping down onto him. It felt as if she was trying to suck the life out of him as a succubus would. After about five seconds, her walls were no longer constricting his cock, she looked at him with hearts in her eyes.

“Goodness…” She moaned as her body was trying to get use to his massive length. Her once flat stomach outlined the massive bulge Spike’s cock was making inside of her turning her mind dizzy. ‘You may be harder to tame than I thought Spikey Wikey.’ She thought as she leaned in close to Spike who was still struggling with Rarity’s marehood clenching around his cock. She could feel Spike’s dick directly in her womb and was loving it.

Rarity then whispered into Spike ear. “I bet this must be a dream come true don’t you Spikey-Wikey?” She said with a small snicker as she hugged his head. “You know, I suppose this is as good time as ever but I kind of always knew you had a small crush on me.” Rarity said as she start to move her hips while still having his member locked in her walls.

“At first I thought it was just cute and even flattering but there wasn’t any chance for it to happen. I even had a plan of setting you up with somepony nice and cute that I knew you would love, but know,” She stood up and looked at Spike in the eyes. “Now I think that Bon Bon can find a stallion for herself.” She said with a seductive smile as she took a greedy kiss. “Because I call dibs on you my knight in scaly armor,” She said before moaning as she started bouncing on his rod at a slow and steady pace, trying to get used to the feeling of his massive cock moving inside of her.

“Once this is over, you and I will go on a glorious and romantic date on ponyville and we will make that night magical.” She said with spark on her eyes as she visualized it. “Even if you don’t keep this body, I will still love you my sweet little dragon… You’ve really earned your princess.” She added in a seductive tone as she increased her bouncing onto his shaft. Spike threw his head back and his tongue hung out of his muzzle in bliss from how tight that Rarity was compared to the other girls he screwed. Rarity had to grip Spike shoulders for leverage as she was enjoying the feeling of Spike’s cock inside of her. From all of the stallions that she was ‘intimate’ with, they currently paled in comparison to Spike in physique and what he was packing. The bumpy ridges along his dick sent shivers of pleasure throughout her body each time she brought her hips down onto his raging hard-on.

“OH...GODDESS… YES!!!” She moaned as she hugged Spike close and started to ride him as if he was a raging bull. She let out another yelp when she felt Spike’s clawed hands grabbing her ass. She looked at Spike who was smiling as he tried to force more of his length in her.

“Spike...want...mare…” He growled. Rarity was about to say something, but she felt his lips smacking against hers. Rarity was taken aback by this, but she slowly sank into the kiss as he was timing his thrusts with her bouncing. She wasn’t sure where Spike was getting his new found lust from, but she was really starting to enjoy it. Their light making out continued on for several moments, not particularly caring for how long it actually went, while she let Spike move her at his own pace; calm, secure, but demanding and rough at the same time. She could feel him trying to plunge himself entirely inside of her in a similar manner his tongue had invaded her mouth and throat.

Her eyes snapped open, not really knowing when she had closed them, when she heard him growl, his tongue pulled back into his own maw, and his grip on her ass tightened. For a moment of clarity she knew exactly what he was going to do.

“SpikeeEEAAAAAAHH!” Rarity screamed in both pain and delight as Spike found the strength to properly impale her on his raging diamond hard phallus. Rarity felt an orgasm rock her from the moment their hips were conjoined. She had never felt so full, so heavenly stretched to the absolute brim and pass her own limits like this before. No stallion or toy could come even close to what she was feeling right now. She looked down at her bloated stomach; that monster of a cock forming an obscene bulge of love and lust. There was no way she would go back to petty, self-righteous stallions after this.

“Oh...Celestia…” Rarity moaned as her body wouldn’t stop shaking. She was actually close to passing out after Spike slammed her hips down onto his length where he was now balls deep into her vaginal walls. ‘This settles it...I’m never going back to a stallion again.’ She thought as she caressed her bloated belly. She doubted that any other stallion now would come close to pleasing her as much as Spike.

Spike suddenly dug his claws deep into her flesh, making her mewl and moan with a mix of pleasure and pain while trying to get use to the massive package inside of her. Spike lifted her up to where the tip was only left inside. Rarity was a little nervous as she thought that Spike was lifting her off of his cock, but her nerves were rocked to the core when he brought her back down on his shaft and she let out a yelp as she felt his cock pushing against her insides. She didn’t know what was more crazy; the fact that she was acting so slutty right now, or the fact that she wasn’t gutted by Spike’s gargantuan cock. She really didn’t care as her thoughts were more clouded by her lust as Spike repeated that said motion of raising her up and bringing her back down onto his shaft over and over again. He would groan as each time his cock entered the lust dazed mare, her velvet walls would clamp down onto his cock like a vice for a brief second before letting go. Rarity’s moans sooned turned to carnal screams as she was greedily gripping Spike’s cock each time her hips conjoined with his.

“YES!! CELESTIA YES!!” Rarity shouted as she was going through mini orgasms and her juices drench Spike’s crotch. Spike was enjoying Rarity’s dripping cunt and his hands soon travel upward and massaged Rarity’s wonderful breasts. She yelped when Spike was biting down and sucking on her sore nipples making her squirm and squeal in pleasure. It only made her want to milk Spike’s cock even harder. They were at it for several minutes and Rarity felt like she was having the time of her life.

Spike was enjoying Rarity bouncing on his now pulsating cock, but his gaze drifted to Rarity’s horn as it was starting to fire strange sparks from its tip as it gave off a faint blue glow. Rarity was too deep in pleasure to even notice, but it only furthered Spike’s curiosity. He leaned forward towards Rarity’s horn, opened his toothy maw, and his tongue glided against the bony appendage.

This seemed to trigger a reaction from Rarity as her eyes grew big, she let out a loud moan and her marehood clenched down on Spike’s cock for about how many times it’s been. Her body rode out another orgasm and Spike suddenly taste a slimy yet smooth substance that was very sweet. He pulled away from her horn and savored the taste and the texture that strangely felt like jelly. Spike suddenly grinned as he felt himself recover some of his lost stamina. He suddenly growled and pulled his length out of a lust dazed Rarity who in return, gave off a moan of disappointment.

“D...darling...why...did...you...pull...out…?” She asked, turning to Spike. She was panting and had a loss of breath, but she soon noticed Spike’s feral smile. She soon yelped as Spike forced her onto the ground.

Positioning himself behind Rarity he lubed his penis with her drenched vagina before going to her anus and started to lube that as well. Rarity flinched and moaned in anticipation the moment Spike started to tease her and barely touch the entrance of her glory hole before getting surprised when he felt her magic holding his penis in place.

“Spikey I normally will be all for role play and romance before action, BUT MAMA NEEDS COCK RIGHT NOW!” Rarity screamed with all her force with hearts on her eyes before slamming Spike cock all away inside her glorious hole, which held his member like a vice and she rode another glorious orsgasm.

Spike was much rougher with Rarity now that his stamina recovered so quickly. With a combination of yanking on her curled purple tail, and going balls deep in her ass, it became too much for her. Her tight butthole clamped on Spike’s cock, and in return, Spike let out a loud roar as he pumped Rarity full of his virile seed. Rarity let out another moan as she rode out another orgasm and her stomach expanded to contain all of his thick spunk. That wasn’t all that happened.

Her marehood flooded like a waterfall and as she arched her head back, her horn suddenly sparked and fired a magical beam that hit Spike square in the chest. Spike got blinded by the flashing light for a few moments before it finally faded. Rarity fell forward, completely lust dazed, and her stomach looked swollen to almost the size of a beach ball. She did look behind her and noticed not one Spike, but three horny Spike’s with raging hard ons and they smiled while looking at her. Rarity didn’t falter though as she looked at all three males with lust in her eyes, all while spreading her legs for them.

“If you boys are done staring at my figure,” She added with lust in her eyes, all while her anal creampie gushed forward. “Then come and get me…” She added. The Spike’s were about to do what Rarity asked, until the door opened behind them. Two figures were rushed in. When the door behind them closed, the light died down to reveal Starlight and Trixie staring at the group.

Control Rool-

“How is Hum Drum recovering so fast?” Twilight asked turning to the rest of the girls.

“I’m not sure,” Stripes said as she went to the monitor to check Spike’s vital signs. “I think it may have something to do with Radiance’s earlier orgasm. When Hum Drum licked her horn.”

“Is it possible that he can also drink magic?” Trixie suggested.

“It is an option. Dragons can absorb magic attacks easily. Although it's the first I heard of one actually drinking it.” Twilight said.

“Dragon?” Stripes asked confused. Twilight flinched at what she just said.

“It’s nothing. Just forget that last part.” Twilight said as they turned back to the monitor.

“This is bad. If that is true, then we will be going back to square one in minutes.” Stripes said in alarm. “We need to dry him of his energy faster.” She then turns to Twilight, Starlight, and Trixie “You need to step inside. If we act quickly we can subdue before he recover all his strength.”

“Then let us go.” Starlight said as she grabbed Trixie. “You said we had to go 100 percent on this. Before Twilight could agree with her, they heard Rarity scream and go back to the monitor. The moment the other Spikes appeared Stripes passed from alarm to downright panic and virtually shoved Starlight and Trixie inside. “Go, go go! One Hum Drum is bad, 3 is suicide Radiance doesn’t have a chance! You need to enter right now!”

“Wait! I haven’t-” Trixie tried to explain. But Stripes shoved them inside, and she locked the door from the console, leaving both Starlight and Trixie to deal with Spike.

-Starlight & Trixie-

The spikes soon heard the door close and soon discovered the two mares walking in, Trixie flinching and stepping back from the surprise while Starlight, now realizing what is happening, tried to approach them like Fluttershy did previously. “Hello Hum Drum, do you remember me? Its me Mare-Do-Well.” She said as she removed her mask so Spike could see her clearly. “I’m your friend there is no need to get aggressive.” She said, trying to calm them down as Trixie just hugged the wall in fear. The other Spike’s soon walked forward with how Starlight was reacting, but one of them stayed behind courtesy of Rarity grabbing onto one of their tails.

“Sorry Darling,” Rarity said in a lust filled tone while crawling over to the horny dragon. She grabbed and stroked his stiff length. “But mama is still in the mood for another filling, and I’m still not satisfied.” She then opened her muzzle and licked along his throbbing shaft, making the Spike she currently had calm down and stay with Rarity.

“That…that is ok, you take care of your Spike we will deal with the other two, let's go Dazzling.”

“No! The great and powerful Dazzling changes her mind... She is not yet ready.”

“Dazzling please... there is no time to argue.” Starlight tried to calm her down and grab her hand but Trixie only panicked and closing her eyes, didn’t know what she was doing so she cast a powerful illusion spell in all the room blinding everyone for a few seconds. When the spell finally wore off, everyone opened their eyes to only see a large smokescreen in front of them. Before Starlight could do anything, she felt something grab her cape and pull her away. Starlight was at first shocked, but turned around to see that it was Trixie.

“What did you do?” Starlight asked trying to find Trixie.

“Sorry okay?” Trixie shouted from across the room. “I panicked. I don’t know what he’s capable of like this.”

“He is also our friend and we already saw that he will not hurt us.” Starlight said with some anger while trying to find her.

“Debatable.” Trixie answered back.

Starlight sigh and shakes her head until an idea comes to mind. “Say, do you think you can make this smokescreen disappear? Maybe we could distract the Hum Drums a little so they become more mellow.” Starlight suggested.

“What do you have in mind?” Trixie asked indignantly

“Didn’t you tell me of some class you got for some Erotic dances?” Starlight asked. Trixie immediately blushed in response.

“Excuse me?” She said in a more serious tone. “That was only for an event and you swore that you wouldn’t tell a soul!”

“Trixie! Please, just do it!” Starlight said as she gripped her friend’s shoulders “It's either that or we lose our friend.Your choice.”

“Fine, fine you don’t have to threaten me.” She said as she clears her throat. “You owe me a big one after this if it works.” She added as she listened to Starlight’s plan and both mares were ready to go into motion. Both Spikes were still in confusion, but the third Spike was still busy with Rarity as she was against the wall with him as he was back to pounding her quivering marehood. The remaining two Spikes were about to go towards her when the smoke finally cleared up. They looked back to where Starlight disappeared and noticed a large stage with Trixie and Starlight next to each other. Starlight was more of a nervous glance with Trixie having a seductive look in her eyes.

“Hum Drum,” Starlight said, getting the attention of the clones. “Look at the pretty mares Hum Drum, they are all here for you and they want to give you a super special erotic dance.”

“Now Hum Drum prepare for the best and most glorious show you will ever have!” Trixie boasted at herself. “Profesor Stripes, play soft passion music.”

“What?” Stripes looked confused but Twilight took over.

“Don’t worry, I have this.” She said as she put the radio on and then put some low passion music to set the mood. Twilight knew what Trixie was going to do with Starlight so she thought something soft and seductive would match with their dance.

https://www.youtube.com/watch?v=a4VR9T2mlw8

“I’ll start first.” Trixie said in a seductive tone when all she had to do was undo the zipper on her back, and let her purple corset fall to the floor, revealing a pitched black lingerie underneath. She held both of her arms under her chest as she leaned forward, mashing and massaging her plump breasts in front of the blushing drakes. Starlight watched as Trixie slowly removed her gloves next, and slowly tossing them to the side. “Hope you studs are enjoying the show so far.” She added as she finally removed her thigh high boots and tossed them to the side. Trixie could see that it was working since she noticed their raging hard-ons throbbing and leaking precum the longer they watched. Both even started drooling slightly as she teased them by slowly removing her lingerie and tossed at them which they both jumped for and tried to catch it like hungry dogs before growling at each other when they grabbed it and fight for the right of the undergarment. Ending in one of the dragons falling down and Trixie giggled at their display.

Not to make the other dragon feeling alone she tossed her panties at him and used her magic to place it on his head as she winked at him. The spike soon stood up with new vigor, as Trixie’s breasts bounced free. Trixie was actually getting excited from this since her light blue nipples hardened and her marehood leaked from excitement. The show wasn’t over yet as there was still another mare present to give them a show.

“Okay Starlight,” She said turning to blushing unicorn. “I think you’re next.”

“R-right.” Starlight stuttered slightly as she began to strip out of her costume. Starlight’s costume was a little tricky since she had a cape as well as it being skin tight against her delicate frame. But she managed to remove her cape, and find the zipper that help her costume together. She slowly stripped out of her Mare-Do-Well costume similar to how Trixie did with hers and set her costume to the side. The only set of clothes she had on were a set of lingerie as a light blue color. Starlight was nervous about this even though it was her plan to begin with, but she had to push forward if it was going to bring Spike back. “I hope this pleases you Spike.” She added, slowly removing her lingerie and setting it to the side. Both mares were now naked on the stage. Trixie had the bigger bust, but Starlight had the larger flank of the two.

“Alright Starlight, just act as if you’re looking into a mirror and follow my lead.” Trixie said as she turned her attention to the lust dazed dragons. Starlight did what she asked and both mares soon danced with the beat of the music playing from the intercom. Both mares motioned their hips to match up with the slow rhythm of the music as they inched closer to the dragon clones.

The Spike with Trixie’s panties drooled like a dog and started to head toward them but Trixie stopped him by placing a hand on his chest and lightly pushed him back. Surprising Starlight as she approached her.

“How did you know that would work?” She whispered.

“Trixie knows the art of seduction and teasing.” She whispered back. “Now don’t flinch and use your tail on Trixie’s body.”

“What?”

“Quickly, don’t break the illusion.” She warned her as Trixie got their bodies together and like she instructed, passed her tail to cover part of Starlight’s butt, making sure she was giving her back to the Spike who just got even more excited as Trixie passed her body all over Starlight and almost kissed her multiple times. “Do it.” Trixie ordered Starlight with some force and Starlight eventually comply.

Closing her eyes she used her body and pressed her body against Trixie while they both continued dancing, at some point the illusions even joined in and added to the show, Starlight moans completing the effects, resulting in all the spike’s heads to literally boil and start to steam. Even the Spike pleasuring Rarity was in trance at that and was about to join them when Rarity stopped him with a predatory smile.

“Oh no sweetie, you are MINE!” She said, forcing her current Spike on the floor and she ground her drenched marehood on his thick rod. “I’m still not satisfied darling, and you’re not stopping until I drained these wondrous jewel of yours dry.” She added massaging his massive balls, and dragged him into another greedy kiss. She soon slammed her hips down onto his rod and increased the thrusting on herself. Rarity let out mass squeals of pleasure as her hips conjoined with Spike as she was moaning her heart out from his massive dick inside of her.

‘I think Rarity is turning into a lust hungry Succubus.’ Starlight thought to herself. As she and Trixie were still in the midst of teasing two of the dragons currently in front of them. ‘At least she’s keeping the third one off of our tails.’

-Control Room-

“Ok, that is it. Matterhorn, you and your friends have been acting strange ever since you come back and each thing you do makes less sense than the last thing. Tell me what is exactly going on and I want the truth now.” Stripes said getting in Twilight’s face. Twilight sighed as she really couldn’t hide what was going on any longer.

“Alright.” Twilight said as she sat down in a nearby chair. “My friends and I are not the Power Ponies that you know.”

“That I got much with how you’ve been acting ever since you arrived with Hum Drum.”

“That’s also isn’t Hum Drum with my friends in there.” Twilight added, confusing Stripes. “His real name is Spike.”

“Spike?” Stripes was even more confused. “That isn’t a pony name.”

“He’s not a pony.” Twilight sighed as she looked at the door where Rarity, Starlight, and Trixie were still inside with Spike. “He’s a dragon… and he’s my number one assistant.”

“You and your friends sound as if you’ve been through a lot together.” Stripes said, placing a hand on Twilight’s shoulder.

“I’m really sorry for lying but we couldn’t tell you who we really were.”

“Why?”

“Because it’s complicated... Me and my friends are kind of borrowing the power ponies bodies.”

“You mean like parasites?” She inquired with a raised eyebrow.

“What? No! Nothing like that, we are also mares that came from another world that got connected to yours. Don’t ask me why or how, it will only give you more questions. We are just here temporarily borrowing your friend's bodies until a certain event happen. We don’t have control over this, and until we accomplish that event we are pretty much stuck here.” Twilight said. “I swear it’s the truth.”

“Can I at least know the name of the planet from where you came from?” Stripes asked as she sat back down in her chair.

“It’s called Hesperia.” Twilight answered. “The land me and my friends are from is called Equestria.”

Stripes nodded and sat down, trying to process all of this “And my friends, are they safe? Did you know if they are well…either with you or in that ‘Hesperia’ world you speak off?”

“Sorry I don’t really know, we only know that we need to complete our mission for us to go back, after that everything turns back to normal the only one that could have know more is well…” Twilight looked at the monitor and Stripes looked at Spike confused.

“Him?”

“Yes, you see Spike, he has known about the magic that brought us here in the first place, he was the only one that might have know more. I’m sorry.”

“It's ok, I appreciated your sincerity.” Stripes said before looking at the monitor and then looking down. Having a hunch she started the intercom. “Ah, mister Spike, can you hear me?”

“What are you doing?” Twilight asked.

“Trying to see if ‘Spike’ can be able to speak by now.” Stripes simple answered. “Spike, can you hear me?”The Spikes looked up in confusion before looking back at the show in front of them.

“She knows.” Starlight whispered to Trixie.

“I guess.” Trixie whispered back. “But it means we can use our real names now without a hassle. We’ll let the others know when they recover.

“Stripes he’s still contaminated. Until he returns to us, there is nothing to do.” Twilight told her while putting her hand on Stripes’ shoulder in an attempt to comfort her.

“Try saying that if you were in my shoes Hor…Twilight.” Stripes followed up a little irked. “How would you be relax if you don’t know if your friends are ok, or even alive and your only clue is a beast that literally can only think with his dick?”

“Don’t worry, they are ok.” Twilight said with a smile “And they will return as soon as Spike turns back to normal, I promise you, we will return them safe and sound.”

Stripes cleaned a tear and then nodded with a smile. “Thank you Twilight.” She then surprised her with a hug which Twilight returned after the initial surprise. Soon the moment passed when they heard another moan on the monitor making them break the hug and see what is going on. What was confusing to the girls is how the moan didn’t come from any of Twilight's friends. It came from Spike.

-Sealed Room-

“Too Easy...” Trixie said with a smug look as she was proud of what she had just pulled off, while Starlight stared in awe. As from the stripshow and the teasing, the azure showmare made both dragons watching them cum from excitement and they were now on their knees. Cum still dribbled from their tips as a large puddle of their masculine fluids was on the floor. Their raging dicks were still hard even after watching their show.

“I can’t believe my plan actually worked.” Starlight said in response.

“It’s only because you had the great and sexy Trixie to assist you.” Trixie added, turning to Starlight. “I think we now have an advantage.”

“What do you mean?” Starlight asked. Trixie soon leaned over to her ear.

“Your plan Starlight. If we can keep up our show and show them that we’re in charge,” Trixie whispered glancing back at the lust dazed dragons. “we can have their balls drained in no time.”

“I guess that can work.” Starlight agreed as she nodded her head.

“Good…” Trixie said with a sinister grin forming on her face.

“Why are you smiling?” Starlight asked as she was confused on what Trixie was planning. But she was going to get her answer in the next few seconds when Trixie gets behind Starlight and gropes her melons. “W-what’re you doing?”

“What’s it look like?” Trixie added in a teasing tone, massaging Starlight’s rack in front of the lust dazed dragons. “So long as we show that we’re in charge, they’ll do what we say.” She added glancing over to Rarity who was still bouncing on her Spike. “You see how Rarity is working with hers, so we have to assert a little dominance towards these two, and we’ll have their balls drained in no time.”

“If you say so.” Starlight added. As she let Trixie continue to grope her. Both of the copies were still awestruck as they stared at Starlight getting her rather modest breasts groped by Trixie.

“Come and get it boys.” She added and both dragons walk up to the stage. Starlight was getting nervous as both dragons were inching closer to them both, but Trixie pulled on Starlight's tail making her yelp in response as the showmare pulled her back right as they were about to reach.

“Hey Studs,” Trixie said to both dragons and they still looked at her in a hypnotic like state. Trixie stopped groping Starlight and moved away from the purple unicorn and began to massage her rack in front of the drakes. “The great and powerful Dazzling will assist you with your lust.”

Both clones started reaching out for Trixie, but Trixie slapped their hands away. “Now now my pet. Trixie will assist only one of you.” Trixie turned and pointed at Starlight. “And she will assist the other.” With that, Trixie grabbed Starlight face and pulled her in for a kiss, making Starlight’s eyes widen, and her cheeks flush neon red.

Trixie started probing her tongue at Starlight’s teeth, begging for entrance. Starlight, completely red in the face by this point, allowed her entrance. Trixie started groping Starlight’s breasts as she kissed, increasing Starlight’s pleasure. As she continued tongue wrestling with Starlight, she momentarily stopped groping Starlight, and motioned the clones to come over.

The clones walked up towards both mares and waited. “Just sit back and let us do the work.” Trixie said as she looked below their waist. Trixie was slightly scared as she hadn’t seen many stallions compare to Spike’s current size. Despite Trixie groping Starlight, she followed her gaze and was shocked with how big they were up close.

‘Oh Celestia!!’ Starlight thought, staring at them. ‘They’re so big!!’ Starlight felt herself become more wet at the sight.

‘Trixie doesn’t think she is ready for that.’ Trixie thought, staring at the large cocks.

Fearful of what the gargantuan dick could do to her, Trixie firmly pushed Starlight to the ground, getting a gasp from her.

“Trixie!! What are you doing?!”

“Trixie is scared at how big those cocks are, and she wants to keep them off us as long as possible.” Trixie whispered to Starlight.

The Spikes started to approach them, but the mares used their tails to stroke their lengths, causing the Spikes to moan in pleasure. Meanwhile, Trixie spread her legs and Starlight’s, and started to slowly grind her pussy with hers. As they scissored each other, their heads started feeling a bit fuzzy.

The Spikes became bored, and decided to speed things up a bit. They reached out, and grabbed the mare’s tails, startling them.

Trixie shrieked in surprise. She was certain that her plan would work. But all her plan did was just make the Spikes more horny. The Spikes pulled the mares to them, ready to mate. As they were pulled, Trixie and Starlight looked at each other, and gulped.

The Spikes picked them up, and placed them over their ready cocks. Before the mares could respond, they impaled the mares on their cocks with a roar.

“FUCK!!!” Trixie and Starlight screamed, feeling the enormous cocks fill them up to the brim. They knew then, that they were not going to be seeing stallions any time soon. Their marehoods clamped down onto the dragon cocks as they orgasmed so hard that they were seeing stars.

“F-fuck, how does he even walk with this monster?” Starlight groaned, her powerful orgasm having drained her.

“I-I don’t know St-t-tarlight,” Trixie panted, out of breath from her own orgasm.

They didn’t have a chance to rest though, since both dragons pulled the mares close to each other, and started thrusting inside of them. Both mare let out a grunt as they felt the cock tips ram into their cervixes.

“Uhn!! Uhn!! Uhn!!” The mares said, feeling each thrust. Both dragons weren’t even fully inside of them, but they could feel how big they were inside of their bodies. As the dragons continued to thrust, the mares started to thrust back, their minds slowly being overtaken with lust.

Meanwhile, Rarity was being ridden by Spike, her legs wrapped around him as he continued to thrust into her. Rarity felt Spike’s cock start to swell inside of her, and she loved the feeling!! She wanted him to blast a huge load inside of her womb.

“That’s it darling!!” She screamed, as she gripped him even tighter. “Give momma a good filling!” Spike could hear her begging. Spike growled in pleasure as he started to lose himself in the pleasure. With a mighty roar, he thrust into her, penetrating her womb, and came-HARD. He could almost see stars because he came so hard.

Rarity moaned like crazy and flung her head back as she felt her womb be filled with Spike’s fertile seed. Spike kept himself hilted into the lust dazed unicorn as he continued to cum into Rarity, her stomach began to expand at a rapid pace. Eventually, Spike stopped cumming, and pulled out. Rarity felt weak in the knees as she lost her grip on Spike and looked at herself, and saw that Spike had cummed so much that she looked 8 months pregnant.

“So...much…” She moaned as she reached out and held her stomach. She couldn’t stay awake after that and she passed out. Spike wasn’t showing any signs of fatigue and he noticed the other dragons pleasing two mares in front of him. He set Rarity down, and started to walk over to both mares who were currently pleasing their mates.

“Spike...want…”He growled. He paid attention to Trixie, who was currently being held by Spike as he was standing up and had her ass gripped as he thrusted inside of her. The real Spike watched her ass bounce each time the clone slammed her hips down. Spike stroked his length as he wanted more. Trixie was currently in her own little world while Starlight was trying to get used to a lead pipe being shoved in her marehood. She suddenly flinches when she felt something poking at her backdoor. She turned around to see that Spike was ready for another round, but it was where he was poking that had her nervous.

“WAIT, WAIT NOT AT THE SAME TIIIIIIIME!!!” Trixie yelled as she felt her asshole stretched to take in Spike’s rod. Trixie lost her mind as she was double impaled on the two rods. Her body jerked and spasmed as she rode out another earth-shattering orgasm that shook her body to the core. Her marehood and ass clamped down on both dragons, who groaned at how tight she was from their double penetration in the poor mare. Amazingly enough, she didn’t pass out, but she looked like she was about to from how big they were. With her mind clouded by pure carnal lust, she knew she was never going back to stallions after this. Both dragons soon started moving, making Trixie groan and moan in pleasure. She hugged the clone close, trying to get use to both monstrous cocks moving inside of her. The bumpy ridges of their cockheads were sending Trixie in a spiral of pleasure.

“F...fuck...Oh...Celestia…”She moaned. The feeling of being impaled made her mind go blank from the intensity of both cocks inside of her body.

Meanwhile, Starlight had almost gotten used to the giant cock in her marehood. The mare decided to change positions however. She shifted her weight, still getting used to his size, and was successful in changing her position. Her shifting in weight had caused the clone to fall backwards, leaving her on top.

“F-fuck… so… big…” She moaned trying to adapt to her Spike’s length.

Looking back she noticed Trixie taking both dragons that in turn concerned her, partly for her friend’s safety and partly of that being her next.

‘Oh no.’ She tried to go help but her Spike kept her in place and growled at her, thrusting again. Starlight flinched but then looked at Spike in anger. “Spike, I…I really want you to let go, I want to just enjoy…oh dear Celestia, but if two take or worse…three take a turn. I don’t think I will be able to survive.”

Her horn then started to shine. “And that is why, since you are showing no mercy I can’t show any restrain either. In a way I’m a bit happy, some of these spells were kind of dangerous and I was afraid to used them but you can take it right big boy?” She asked in a seductive tone. “In fact you would like me to try them…right?” She asked, passing her finger on his check while waiting for her Spike’s answer.

Her spike only nodded and lolled his tongue in anticipation. “Spike…want…trick.”

“Then close your eyes.” Starlight said as her horn start to shine brighter. “Trixie close your eyes too, I’m going to do something that will give us a boost of energy. Lets drain this dragons” She said with as much confidence she could muster.

“What... are... you... planning?” Trixie asked panting.

“Just trust me.”

Trixie was unsure but eventually nodded and closed her eyes as well, while Starlight cast a spell that covered the entire room in a white light. When it cleared, the spikes heard a growl and when they looked down they were surprised by the change Trixie and Starlight had. Both were still ponies but their arms now had scales and claws like them. Their backs had membranous wings, two big fangs appeared from their mouths and their hair was flying on a non existence wind. Not to mention that their bodies were now almost the same height as the same dragons.

The moment Twilight saw this she gasped and talked into the intercom. “Starlight is that... Oh Celestia, you learned that spell did you?”

“I’m sorry Twilight~ I just couldn’t resist~” Starlight said while looking at Spike with pure lust in her eyes, Trixie not fairing much different.

“What exactly did Starlight Learn?” Professor Strieps asked, turning to Twilight.

“The gerudo succubus spell. Starlight I told you! That spell was extremely dangerous. Didn’t you read the rest of the story, do you not read what happen to the mare that used it? She killed at least 10 stallions just trying to satisfy…”

“Her lust!” She finished while using her forked tongue on Spike. “Don’t you think it's fitting Twilight? Lust against lust. Like I said, Spike can take it now, and honestly I was just dying to try it. So please forgive me.” Both mares soon turned to the three Spike’s that were still burning with lust. Trixie could still see that both of the copies had her and Starlight’s panties on their heads.

“How about you handle the original and I’ll handle the clones?” Trixie asked, Starlight licking her lips.

“Okay.” She nodded. Both mares soon walked over to the dragons with a sway in their step. Trixie took the clones with her, while Starlight grabbed Spike and forced him onto his back.

“Get ready boys,” Trixie added, spreading her legs apart. “We’re going to be here for a while.” Trixie got on top of the second clone and aligned his raging hard on with her ass, while she motioned the other one towards her and aligned his hard on with her marehood. “Fuck me until I can’t walk for weeks.” She begged. Both clones abided to Trixie’s wish and thrust into the showmare making her squeal in delight.

“F-fuuuuuck…” She moaned as she felt both males entering her. Trixie no longer felt any pain, but only pleasure as she felt both males hitting her in her most deepest parts. But her anus and marehood had virtually turned into a hot iron, pressing both member in a vice so strong that the pressure could have easily chopped any other stallion cock in half and maybe even produce a diamond, not only that but she had also acquired even more control on her body and could willingly massage both drakes with her pussy and ass while milking them like there was no tomorrow. Shaking in pure pleasure Trixie grabbed the Spike with her panties and forced him into a violent french kiss in which she used her tongue like an anaconda and explored every inch of his mouth. The other Spike roughly massaged Trixie’s breasts as he railed Trixie’s ass like crazy.

“What is so dangerous about this spell exactly?” Stripes asked Twilight.

“Using the gerudo succubus spell causes the mare to gain the attributes of a succubus.” Twilight told her. “And the spell will only stop once the mare is fully satisfied.”

Stripes’ eyes widened at the revelation. “So, how many times do they have to cum to be satisfied?” She asked, a bit worried.

Twilight solemnly said, “They have to cum at least 3 times to satisfy them.”

“Three times?!” Stripes shouted. “They have to cum at least 3 times in order for the spell to wear off?”

“Pretty much.” Twilight added. “It’s why that spell is dangerous. The mare using the spell can possibly kill a stallion with fatigue.”

“Well, I think Spike will do just fine with them in his current condition.” said Stripes.

“Okay. But they're dealing with three dragons and both of my friends are Succubi.” Twilight remarked in a dull tone. “We can only hope that they don’t kill each other.”

Meanwhile Starlight was in the 69 position taking her Spike’s member like a champ. She managed to deepthroat him without breaking a sweat while Spike was eating out the lust induced mare. She was careful with her fangs as she continued to deepthroat Spike. As she bobbed on his cock, she wrapped her forked tongue around it, causing Spike to moan with pleasure into her snatch. Starlight grinned, loving the sensation of Spike’s moans in her pussy.

It was a rather intense orgy in the room, since neither party was missing a beat. The sound of flesh smacking echoed around the room.

Trixie could barely think straight. Her mind was clouded with lust, but she was able to speak. “Yes!!” She moaned, orgasming again. She felt the cocks inside her start to swell, signaling their oncoming orgasm. “OH YES!! Give me your cum!!!!” She screamed, her mind completely overrun with lust. The clones growled in response, and hilted inside her, their orgasms rushing through them. Trixie arched her back, feeling the cum coat her insides as she had another mind-shattering orgasm. The streams of cum continued to fire into her body, slightly bloating her belly. She moaned as their orgasms slowly stopped and they pulled out, leaving her wanting more.

Meanwhile, Starlight was sucking on Spike’s cock like crazy. She felt his member twitch, signaling his oncoming orgasm. She bobbed her head a few more times, and then deepthroated him, sending him over the edge. She felt his cock swell, and the jets of cum came pouring out. This of course causes her to cream herself on Spike, who greedily drank what she offered. She loved the taste, and wanted more!! She sucked on his cock, trying to drink every last drop of his delicious cum. As she drank his cum, she felt her stomach start to swell from the amount of cum he was releasing. As he stopped cumming, she pulled off of his cock with a loud Smack!!

When she looked up at him, there was a look of need in her eyes.

“Moooooore!!” She moaned lustfully. She reached over to Trixie, and brought her over. She twisted around so that her EE cup breasts were pressed against one side of Spike’s massive length while Trixie’s FF cup breasts were pressed on the other side, causing Spike to moan. They raised their asses into the air, and wiggled them at the clones, causing their members to twitch.

“Come fuck us.” They purred with seductive grins.

The clones quickly moved over to them, and ground their lengths against their asses. Both mares moaned in response as they licked along the sides of the originals shaft. It wasn’t long until they inserted their cocks into the mares, causing them to moan in pleasure. They enjoyed the feeling of being full again as both clones began to thrust forwards making both mares squirm and shudder in pleasure as they felt every inch of their lengths in their bodies.

Meanwhile, Spike started to moan as Starlight and Trixie put his cock between their breasts, and started moving up and down his length. Starlight and Trixie started kissing each other as they gave Spike a boobjob.

“Well that is one orgasm down.” Stripe said.

“Yeah but it's not done yet, the spell makes each orgasm harder to achieve then the last one. “They can last longer this time and the third one is the most dangerous, according to the report the mare took her last victims into the air, to mate while flying. It was both dangerous and intense.”

“And how did they go down afterwards?” Stripes asked.

Twilight didn’t respond and just looked down with a grim expression.

“Oh.”

Their attention was brought back to the monitor as the sound of flesh slapping increased. The clones were pounding Trixie and Starlight's asses like jackhammers, while they were pleasuring Spike. The clones started pounding even harder, squeezing the girl’s asses for more leverage. The girls felt all three cocks start to swell, signaling the oncoming orgasms.

“YES!! DO IT! CUM IN US!! MAKE US SWOLLEN WITH YOUR HOT CUM!!” They shrieked. This sent them all over the edge. Hot, sticky dragon cum splattered all over the girl’s fronts and faces, while even more hot cum filled their wombs, causing the girls to moan in pleasure as the clones orgasms occurred.

Suddenly, the clones disappeared, leaving the girls empty of cock.

“W-w-why did they have to go now?” Trixie panted.

“Y-y-yeah.” Starlight agreed. “We wanted it to go on longer.”

The mares turned to look at Spike with lust-filled eyes. “Guess you’ll have to do.” They said as they see that Spike is still hear.

Spike felt a little weak after his orgasm, and could barely move his legs. Both mares knelt on either side of him and began to stroke his length.

“Hope you can last longer than the other two.” Trixie said.

Twilight noticed that he was panting, and started to panic. Both mares had gotten lost into the succubus spell. And Spike didn’t look like he could last another round with them.

“Was this what you were talking about when you mentioned how dangerous the spell was?” Stripes asked, turning to Twilight.

“Unfortunately, yes.” Twilight said “And they still haven’t gotten off from their first orgasm.” She added. Twilight was now in a nervous state as both mares pinned Spike’s arms down and started grinding their wet marehood against his raging hard on. Twilight horn soon began to glow.

“Twilight, I think we should…” Stripes trailed off as she noticed Twilight's horn glowing “What are you doing Twilight?” She asked.

“We’re trying to save Spike, not kill him!!” She nearly yelled. “I’m going to help him by casting a stamina spell on him.” Her horn grew bright, and then flashed, the spell having been cast.

The spell did affect Spike, but not the way they intended it to. When the spell hit Spike, he opened his eyes, and threw the mares off him, startling them. Both mares fell backwards and landed on their asses in response.

“Why did you do that?!!” Trixie and Starlight yelled in shock. He glared at them, and they noticed that he was smiling. They started trembling with anticipation and arousal at this.

“Look’s like our friend is ready for some more fun.” Trixie moaned in response to Spike’s sudden aggression. Starlight felt waves of lust emanating from Spike the longer they looked at him.

“Well stud,” Starlight said as she laid on her back and spread her legs apart, revealing her dripping snatch to the lust-dazed drake. “Who do you wanna fuck first?” She added. Trixie followed suit by getting next to Starlight and did the same thing.

Spike looked between the two mares, and then jumped on top of Trixie, making the mare yelp in response as he grabbed her.

“Ooh, aren’t you a feisty one.” Trixie purred as she felt him grind his length against her drenched marehood. “You want to fuck me so bad don’t you. I know you want to.” She tried to get him to penetrate her, but he growled and held her tight as he continued to grind his length against her moist treasure. He started groping her breasts, making her moan in pleasure. “Sp-p-pike, stop teasing me.” She stammered, getting hornier and wanting him to fill her up with his cock. “Just fuck me.” Spike, however, ignored her and continued to tease her. Finally, she had enough of his teasing, and lost it. “FUCK ME SPIKE!!! MAKE ME YOURS!! FILL ME UP WITH YOUR GIANT COCK!!!” Spike growled with pleasure and agreement, and rammed her marehood with his rod, making her cum instantly.

Starlight pouted at this. “I wanted to be fucked first.” But she failed to notice Spike’s tail moving over to her marehood until it was too late. Suddenly, Spike’s tail inserted itself into her marehood, startling her. She moaned in response when she felt the scales of his tail rubbing against her insides.

“FUCK!!! THAT'S MORE LIKE IT!!” Trixie screamed as she felt her cervix penetrated by his tip. She could see the massive bulge formed in her stomach and enjoyed the feeling of him getting bigger inside.

“OH CELESTIA!!” Starlight moaned as his tail was twirling inside of her marehood.

Twilight and Stripes looked at the monitor in shock. Stripes turned to Twilight with a bemused expression on her face. Twilight looked at her, and said, “Oops?”

“Oops indeed Twilight.” Stripes said, turning back to look at Spike’s vitals. “Because of your panic attack, the spell you cast made him more feral. On top of that,” She added, looking at another monitor. “If my calculations are correct, his stamina will last for days now.”

‘Oh crap’ Twilight thought to herself as she realized how much she messed up.

Meanwhile, Spike was pounding Trixie in earnest, with her tongue hanging out and drooling, and his tail was rapidly thrusting in and out of Starlight’s pussy, with Starlight moaning out in pleasure. The room practically reeked of sex by now since all three individuals were going at it like rabbits in heat.

Starlight loved the feeling of Spike’s tail in her marehood. It made her feel so full. With each thrust, her legs twitched. Her tongue was hanging out of her mouth as she was in pure ecstasy.

“M-m-more!!” She moaned, drooling with all the pleasure coursing through her body. She started thrusting against his tail, wanting more of it inside her. Spike heard her pleas and his tail soon went deeper inside the moaning mare, and in response he pounded Trixie even harder, making her moans turn into screams as Spike wasn’t showing any signs of slowing down.

Spike started to suckle on Trixie’s breasts, making her moan even louder with pleasure and wrap her arms around him. He curled his tongue around one of her nipples, and flicked it. Trixie arched her back, pressing her breasts into Spike’s mouth. Meanwhile, Starlight started groping her breasts to try to increase her pleasure while getting fucked by Spike’s tail. She was getting into it, when she noticed Spike suckling on Trixie’s breasts. She felt left out, and reached out to Trixie’s head. She turned Trixie’s head towards her, and started making out with her, throwing Trixie off guard. Trixie’s eyes widened at the kiss, but she started getting into it. Starlight prodded Trixie’s teeth with her tongue, asking for entrance, which Trixie happily allowed. Their tongues clashed and wrestled with each other as they continued to kiss.

While they were kissing, Spike had changed breasts, and was now licking Trixie’s other nipple. He continued to suckle and grope Trixie while pounding her, causing her to moan as she kissed Starlight. After several minutes of intense making out, Starlight pulled back from Trixie, a string of saliva being the only thing connecting them. Trixie whined at this, but moaned loudly when Starlight lunged at her breasts and started sucking on one, while Spike was suckling the other one.

Trixie was starting to be affected even more by the pleasure, as she felt a tingling in her loins.

“I… I feel it. I… I’m so close Sp...p...pike. Don’t.... Stop. FILL… ME!! MAKE… ME… YOUR… MARE!!!” She panted.

Spike started to speed up, grunting as he did so. He also was close to getting off. Even Starlight was getting close as Spike’s tail was sending the lust filled mare over the edge. Spike gripped Trixie’s ass as he got closer to his orgasm. As he fucked her, he grabbed Trixie’s tail, and gave it a firm yank to gain some leverage, but sent her over the edge instead. With a loud cry, Trixie orgasmed, her marehood clamping on his dick, causing him to go over the edge as well. With a loud roar, he rammed his dick all the way inside of Trixie, and cummed. Trixie’s orgasm was overpowered by the torrents of cum Spike sent into her, filling her up to the brim. Meanwhile, Spike’s tail had accidentally touched Starlight’s g-spot, causing her to go over the edge. With a loud cry, Starlight’s marehood clamped down on his tail as she orgasmed. She threw her head back as she rode out her second orgasm while Trixie rode out her third one.

Spike finally felt Trixie loosen off of his cock allowing him to pull out of her. After Trixie’s afterglow from the filling orgasm,Spike pulled out of her and the wings on her back disappeared, and she returned to her azure self, the spell having worn off. She had the happiest look on her face as her stomach now looked 5 months pregnant. Spike soon turned to Starlight, who was getting off of Spike’s tail and looking at him with lust-induced eyes.

“Now it’s my turn, you scaly hunk.” She added, crawling over to the drake. “Let’s see how much I can pump out of those heavy balls of yours.”

Spike smiled as he welcomed her challenge. Starlight started to lick his shaft to clean off the bodily fluids that were released from his throbbing hard on. Spike enjoyed Starlight’s forked tongue coiling around his cock, but he would enjoy the feeling of her marehood much more. Once Starlight pulled up from his cockhead, she stared into his predatory eyes with a smile on her face.

“I want you to fuck me like you fucked every mare you claimed.” She said as she turned around, got on all fours, and wiggled her flank in front of him. “I’m waiting stud.”

Spike grinned, walking over to her and placing his tip at her entrance. He started rubbing her entrance with the tip, while holding her still by her flanks. She wriggled in his grip, trying her best to get his cock inside her, but had no success. She moaned with need.

“Come onnnnn!! Put it in me already!!”

Spike grinned, pleased with her moaning. He decided to stop teasing her, and to make her his mare. He rubbed his tip against her once more, before entering her. Starlight moaned as she felt his cock fill her up.

“YESSSSS!!!! I WANTED THISS!!! I FEEL SO FULL!!!!” She moaned grinding her hips against his as she felt his cock inside of her womb. Spike growled in arousal as Starlight’s walls were quite welcoming with his cock, but were at the same time tight to keep him locked in place.

Seeing as she was in her own little world, Spike starts thrusting his hips forward, pounding Starlight’s pussy like crazy. Starlight moaned as she felt his claws digging into her soft ass, making her squirm. She could feel his bumpy ridges rubbing her in all the right places as he pounded her quivering marehood without mercy.

Starlight’s eyes soon turned red making Twilight gulp. “This is it, the final phase. Both Spike and Starlight might as well be animals at this stage.” Twilight announced.

“Is this bad?”

“Do you know of an animal that is gentle when mating?”

“Oh, I see.”

“At least they won’t fly away,” Twilight sighed in content before they both heard metal breaking and when they looked, they noticed Starlight’s nails digging in the floor leaving a mark on them. “…and Spike has strong scales too.” She added. Both of them soon heard Starlight growling and looked back at the monitor.

“Spiiiiike….” Starlight growled as she turned to look at the horny dragon who was renewed with vigor. Spike was confused as to why she was looking at him that way and why her eyes looked different. Suddenly, Starlight leaned upward, hitting Spike in his chest and causing the drake to stumble back. This also caused him to pull out of Starlight who let out a moan from feeling his length leave him. Spike was at first pissed at Starlight, but he soon felt Starlight get on top of him, while realigning his length with her dripping marehood.

“Sorry about that stud,” She added leaning in closer, glaring into him with her ruby eyes. “,but I want to get even more wild.” She added. She soon slammed herself down onto Spike’s length and felt him fill her once more. Spike growled as he was much deeper in her marehood. Starlight squirmed and began to leave slight marks on his chest. Spike growled, but in arousal as he saw this as more of a challenge on who tames who, and this was a challenge he didn’t want to lose.

He decided to lay back though as he let Starlight bounce on his lengthy shaft at a steady pace. Starlight held her arms behind her head as she bounced on his length. Her rather developed chest bouncing each time she went down onto his shaft. Several minutes passed as Spike enjoyed the show that was displayed, but he didn’t want to just sit around. While Starlight was enjoying herself, she flinches when she felt his hands grope her flank.

“Well,” She groaned in pleasure as his claws dug deep into her flesh. “Glad to see you on the wild side stud.” She added, leaning in close to him and ground her hips against his with his length still inside of him. Spike suddenly locked lips with her and his forked tongue fought with hers for dominance. He even started to thrust his hips upward to time them with her bouncing. The sound of their feral lust echoed through the room as the sound of their grunts and moans grew as time passed by. Starlight finally broke the kiss with Spike after several minutes and was moaning her little heart out.

“SPIKE WANT!!” He roared as his hands moved up to her bouncing breasts after she broke their kiss. Spike’s hands massaged and kneaded her breasts as if they were putty in his hands. Starlight’s moans soon became carnal screams as she felt his claws digging into her soft flesh.

“FUCK!! BUCK ME LIKE YOU MEAN IT STUD!!” Starlight moaned, making her nails leave scratches on his chest. It didn’t bother Spike in the slightest as he was enjoying the hell out of this fuckfest. Her marehood was gushing fluids as she rode Spike like crazy. Starlight’s eyes began to roll to the back of her head and Spike’s eyes shone as he wanted to regain control of the situation. He suddenly forced himself forward, making Starlight yelp in surprise, as she roughly landed on her back. She looked up to see Spike on top of her as he had her in the mating press position. His cock still lodged in her body, he now pounded her marehood furiously, practically making the mare scream as he had his way with her.

“YES YOU FUCKING MONSTER!!! FUCK ME!!! FUCK ME UNTIL I CAN”T WALK FOR MONTHS!!” She shouted, unable to fully think straight with how rough Spike was being. She could feel his sloshing nutsack slapping against her ass each time his cock slammed against her marehood. She hugged the dragon closer, her nails digging into his back as he continued to pound away at her. Starlight’s tongue hung out of her mouth as she was lost in pleasure with Spike fucking her like an actual beast. They were like this for several minutes until Spike suddenly let out a feral growl and his thrusts were hard and slow. Starlight could tell what was happening with Spike and she was actually close to getting off herself.

“Y-you’re...gonna… cum… aren’t you?” She asked still panting. All Spike could do was growl as he grit his teeth. He could feel his balls swelling in size as he was close to getting off. “Then let it out! PUMP ME UNTIL I’M HAVING FOALS FOR DAYS!!” She shouted. Spike heard her cries and he locked lips with her one last time as he was reaching his limit.

After one final thrust, he let out a feral growl in Starlight’s muzzle and buried himself into her deepest recesses and emptied his pent up load into her wanting cunt. Starlight moaned in Spike’s mouth as she felt his river of seed flooding her already full womb, and her stomach expanded to where she looked like she was pregnant with triplets. Starlight’s marehood clamped down onto his raging length, eagerly trying to milk him for everything he had inside his nutsack as she was riding out her earth-shattering orgasm.

Spike broke the kiss with Starlight but wasn’t done cumming yet. So he got up from his prey and pulled out of Starlight’s marehood. He stroked his length and let the rest of his virile seed drench her abused body. Starlight couldn’t really move since she was so exhausted, but she didn’t care. She continued to be showered in his massive load until he finished satisfying himself. Starlight’s eyes soon returned to their normal blue color, and her new wings disappeared as the spell finally wore off, having finally been satisfied.

Starlight moaned slightly, her body feeling full.

“M...m..m..more!!”

Author's Notes:

Credits to the fellow writers for helping me out with this next chapter. This marks seven mares off my list with a least six more to go. See you all next time on Power Ponies: To Sate A Beast