Twilight and Stripes stood in shock. Spike had overpowered and mated with each of her friends who were now in lust induced comas. Their bellies were bloated, making them look that they were at least 8 months pregnant, and they were only wanting more.

“Well this just went from bad to worse…” Stripes said as she looked back at the monitor. “Thanks to your panic attack as well as the sudden backlash from your spell, he may have more stamina to go at it for days without rest.” She added as Spike’s vital signs were crazy.

“I’m sorry.” Twilight said as she didn’t know what to do at this point. Each of her friends were rendered incapacitated. She was afraid of her friends being harmed, but she was more afraid of losing Spike with his primal instincts being increasingly active.

“I don’t think your friends will last much longer,” Stripes added, voicing her concern with the current states that Rarity, Trixie, and Starlight were in. “Especially since Spike (as you call him) is ready for another round.” She added as she notices that Spike was growling as he was looking at an unconscious Starlight ready to have another round with the lust dazed mare.

“Professor,” Twilight said turning to the nervous mare. “When I go in there, get my friends and take them to the infirmary.”

“What do you plan on doing Twilight?” Stripes asked looking at her.

“I’m going to deal with Spike.” She said standing proud.

“Okay, I’ll open the-” Stripes began, but Twilight stops her.

“You won’t have to open the door.” Twilight said as her horn was surrounded in a lavender aura.

“What do you mean?”

“I’m teleporting inside, which in turn will causes my friends to switch places from where I’m standing.” Before she could teleport, a loud moan could be heard from the camera. She quickly looked back at the camera, and gasped. Trixie was crawling to Spike, albeit very slowly because of her bloated belly, and moaning “Mooooooooooree.”

“I think you girls had enough...” Twilight sighed. “You are in no condition for more.” With that, Twilight teleported into the room. She started walking over to the girls to move them, but Spike jumped between her and the girls. She knew, however, that Spike would do that, so she fired a stun spell at him to knock him into a nearby wall. Having taken care of Spike for the moment, she turned back to the girls. And they looked pitiful. Trixie was laying on the ground, cum covered and still moaning “Mooooore,” Rarity was passed out, completely covered in cum, and Starlight was just sitting there, covered in cum and completely dazed, constantly moaning “Spiiiike” with a lust-filled voice. They all looked like they were 8 months pregnant.

Twilight sighed, and teleported the girls into the other room. When the girls arrived, Stripes was ready. Trixie and Starlight looked at Stripes with lust and said, “Hello doctor. Let’s have some fun. We need our checkups.” Before the lust-filled girls could jump her, she quickly sprayed some gas onto them, rendering them unconscious. “Thank goodness that worked,” Stripes said, wiping her forehead. “I’d rather not catch what you girls have.”

Twilight could see Spike’s eyes narrow in anger at her for taking away his mates. He started growling at her in anger, and clenched his hands. She didn’t want him to be angry. She wanted him to be happy, but he would only be happy if he had a mate. She took in a deep breath, and spoke, “Spike.”

The dragon growled, clearly not pleased with the mare.

“Spike. I know you’re mad at me. But this isn’t you!! You’re not a mean dragon. You’re a kind, considerate, loving friend. A friend who..” Twilight faltered at this point. Was she going to tell him her secret? She would have rather told him at a different time, but she had to tell him now! “You’re a friend who we have all fallen in love with.” She said bravely.

Spike’s eyes widened, and he stopped growling. In his clouded mind, his true self heard that, and was surprised. ‘Twilight just…..said that they….had fallen in love with....me?’ he thought. Spike’s clouded mind was reeling. In this state, all he could say was “What. Did. You. Say?”

Twilight took another deep breath, and said, “We all love you Spike. We are in love with you.”

“Why girls love Spike?” He said, still dazed with what he had heard.

Twilight smiled, and said, “Well Spike. We fell in love with you for many reasons. You are caring, strong, considerate, helpful, and loving. Rainbow Dash loves you because you help her out with her routines. Applejack loves you because you help her out on the farm and she doesn’t even ask. Pinkie Pie loves you because you help her with baking and babysitting the Cake’s twins. Fluttershy loves you because you help her out all the time with her animals, and have tea with her at times. Rarity loves you because you are so helpful for her, including that time you chased of a stallion that was using her to get to me.” She explained. Spike just stood still as Twilight continued to talk.

“Trixie has loved you for a while, but she didn’t want to admit that she liked you. She felt embarrassed, because she saw you as a friend, but you were showing interests in her interests, and she felt bad for turning you into a ball. After a while, she realized that she had fallen in love with you. Starlight at first was looking for the best way to apologize to you when you were younger, but over time she fell in love with you. As for me, well….” Twilight paused, afraid to say anything. But she had to! She had to confess!! Twilight looked straight at Spike, and said, “I fell in love with you because I looked after you when you were little, but not as a brother. I looked at you as a friend.” Twilight, taking a few steps closer to him, said, “As you grew up, I started seeing you differently. I first saw you as a friend, but as you got older I started to see you as something more. After a while, I realized that, I had fallen in love with you.”

Twilight slowly started to undress as she said, “I have a special gift for you Spike. My virginity. I want you to take it.”

Spike’s eyes widened even more, and his fists dropped. She wanted him to be her first and only stallion?!! He was touched, and smiled at her. “Spike love you all too.”

Twilight’s eyes widened, and tears started to stream down her face. She was so happy!! He accepted her confession, and he had confessed as well. She continued to strip, slowly and sensually removing every bit of clothing from her except her bra and panties.

Spike stared at Twilight, licking his lips in anticipation. She looked so sexy. She slowly lay down on the ground, making Spike look at her panty-covered treasure between her legs.

“Spiiiiike,” crooned Twilight, making Spike look at her. “Come here.”

Spike happily complied, walking over to her, his anger gone. As he came over, he couldn’t help but look at her dark blue bra covering her breasts. Once he was standing over her,came over, he started reaching out towards her breasts, when Twilight spoke. “Spike.”

Spike looked up at her face, and saw that she was blushing. “Please be gentle Spike,” she asked. Spike nodded, and gently cupped each of her HH-cup breasts in his hands. Twilight moaned at his touch, arching her back at the contact. Spike smiled, and used his claws to cut her bra off. Spike was amazed at how well rounded her breasts were. They barely sagged and her dark purple nipples were inverted. As the bra fell to the ground with her breasts now revealed, Spike started to lightly massage her mounds, causing Twilight to moan even more. “Sp-p-pike!” She stuttered. “If you continue to massage my breasts, they’re going to-!!” Twilight’s words fell into moans as her entire body shudders in response. Spike suddenly felt some liquid squirt onto his claws as he massaged her huge chest, causing him to stop and look down. He saw some white liquid leaking from her breasts. Confused, he looks up at Twilight, who was now panting as tears of pleasure started to form on her face.

“I...tried to... warn you.” She panted as she felt her breasts leaking from Spike squeezing down on her teats. Spike was actually going to let go, but she kept his claws in place. “You’re massages made my milk flow out.”

Spike was curious at this, wondering what her milk tasted like. His curiosity got the better of him, and he leaned down to her breasts. He let his tongue out, and started to drink up the milk that had come out. Twilight’s milk tasted like sweet exotic berries with a hint of cream. He had to have more!! He latched onto one of her teats with his mouth, and started to suck the milk down. Twilight moaned even more at the new sensation of Spike’s suckling. A thought occurred to her that Spike was suckling on her breasts like a newborn foal.

“You’re the first male I ever let touch my breasts.” She said as Spike was still gulping down her berry cream infused milk. Ever since Twilight’s ascension, she never let anypony touch her breasts. The constant stares she got from stallions never helped her either. She could see past most of the stallions that just wanted to get a good lay with royalty. Shining had to chase at least five stallions away and most of her friends had to help her out to try and avoid situations like that. But here was Spike, tending to her personal needs. And it was at least someone she trusted, despite his new appearance. Twilight continued to let him drink from her breasts, but her eyes soon drifted to his throbbing erection that was leaking precum like a faucet.

‘Celestia… he’s huge…’ She thought to herself. His cock was still wet from his earlier fun with Rarity, Trixie, and Starlight. She reached out to touch it and in response made Spike jolt at Twilight’s touch. Twilight felt his length throb in her hand as she stroked it. ‘Can I really fit this monster inside of me?’

Spike stopped sucking on her breasts and looked at Twilight. He could feel timidity coming from her. He didn’t want her to be scared of him. He wanted her to be relaxed for when she would lose her virginity. So he leaned in, and kissed her full on the lips, causing her to gasp. Twilight tensed at first as she was taken aback from the sudden kiss, but started to relax, slowly getting into it. There was a brief tinge of her own milk still on his lips that she could taste, but it only served to heighten her arousal.

Spike’s tongue prodded at her teeth, silently asking for entrance. Twilight gave him permission, and started wrestling their tongues. Twilight felt her body suddenly growing weak. Her first kiss taken by the one she loved all her life, it was like a dream come true. Even though it started off a little sloppy on her end, Spike was kissing her as if he had experience from his earlier claims. Twilight finally relaxed and they kissed as if they haven't seen each other in a long time. It lasted for about a minute, until Spike broke the kiss with Twilight, leaving a string of saliva between them. The kiss itself had left Twilight in a panting mess. She immediately sat up on her knees since she could barely stand. She looked up to find herself face to face once again with Spike’s throbbing cock that was leaking still in clear steady drips.

Spike looked at her, and asked, “You...okay? Need...rest??” Twilight just continued to stare at his massive length in awe. Her nervousness faded into arousal as she could feel her marehood leaking in anticipation.

She glanced up at his face, before looking back at his length. “Are you…in pain?” She asked. “Does it hurt, to be so...endowed?”

Spike was surprised with her question, but then looked at his throbbing length.

“Help...take….care of it??” He asked her. Twilight was rather taken aback by his request. She had never imagined being claimed by something so massive,taken something of his size, and she doubted that she could fit it in her mouth. But she was going to at least try. She started by using both of her hands this time to stroke his cock, sparking a reaction from Spike as he let out a moan as he felt her soft velvet hands against his dick.

“Am… am I… doing... okay?” She asked as she continued to stroke his length. He only growled in response and this seemed to dishearten Twilight. She started to feel confused, believing that she disappointed Spike, but what he said next eased her worries.

“Feels…. Good…” He told her. Twilight felt some relief, pleased with herself that she could make Spike feel good. She continued to stroke his dick for a few more minutes, but decided to help him more with her mouth. She leaned in and licked the tip, causing Spike to groan in pleasure. Spike murred as her tongue dragged along the sides of his dick. She continued to lick his cock, covering the entire length with her saliva. Once his length was soaked in her saliva, she moved on to sucking at the tip, making Spike throw his head back as her soft lips caressed him. She continued to suck, slowly putting more of him in her mouth. She soon found herself struggling to force more of him down her throat, his girth preventing her from moving. ‘How are mares able to deepthroat most stallions?’ She thought, continuing to struggle with deepthroating Spike. Only Spike wasn’t a stallion, he was a dragon. A well hung monster of a dragon.

Spike looked down at Twilight, noticed her struggling, and pulled his dick out of her mouth, letting her breathe. Twilight was gasping for air as she looked at this throbbing monster, slick with her saliva. He then said, “Use…. breasts.” as he sat down on the floor.

“Okay.” Twilight said as she moved her body up to his length, and used her arms to push her breasts around his length. Even with her impressive cup size, he still stood proud from her cleavage, the tip reaching her lips with little effort on his part. “I… I’m going to move now.” She then started to move up and down, sucking on his swollen tip as she did so. Spike’s moans increased, and he subconsciously started releasing pheromones as Twilight pleasured him.

Twilight soon fell under the sway of the intoxicating pheromones, and she continued to blow him while his cock was sandwiched in between her massive chest. She could feel his cock throbbing in her mouth and between her chest each time she descended. Her body suddenly felt as if she was on fire as she was still gulping down his length, and she realized it was the feeling of his pre as it dripped down her gullet; his pure raw essence was heating her whole body!

‘S...so...good…’ She thought as she continued to suck on his member. ‘It’s no wonder my friends all got into this so much…’ Spike suddenly let out a low growl making the lavender mare stop, worried she did something wrong. A sudden weight on her head was her only warning before she was forced back down hard on his length.

“Mmph!!” She gurgled from the sudden thrusts. Her eyes shrank to pinpricks as even with her breasts around his cock, she could feel his tip hitting the back of her throat. Her eyes nearly rolled to the back of her head as a result. She tried to force herself off of him, but each time where only an inch was left in her mouth, Spike would force her back down on his length were her face was mashed against his crotch. His grip on her was very strong. She could only gurgle and groan from how forceful Spike suddenly was and she was close to passing out from it, her lungs burning for air. Spike suddenly let out a loud roar and held her head in place. Twilight was at first confused as to what he was doing, but she suddenly felt something warm hit the back of her throat.

“Mmpglgh!!” Twilight gurgled as she suddenly felt a river of cum flood her throat and she struggled to swallow what he had to offer. Her cheeks puffed up with the amount he was releasing and it was huge, more than she could ever have imagined.Some of his seed seeped from the corners of her mouth and even from her nose, overrun with his essence. She was about to pass out when Spike finally let go of her head, pulling his dick out of her mouth and from between her breasts, and began to stroke his length. He aimed his dick at a still dazed Twilight, who was struggling to breathe as she swallowed what was given to her and he was still cumming. He drenched Twilight in his thick seed for the next ten seconds until he finally stopped growling and was now panting from the amount he released. He looked ahead of himself to see Twilight in a coughing fit. Her body was nearly drenched in a sea of white as her mane, face, stomach, chest, and legs were coated with his musky smelling sperm. He saw that she was still struggling and kneeled down.

“Are… you… okay…?” He asked her. When Twilight finally stopped coughing, she looked up to him.

“A warning… would’ve… been nice…” She said panting, finally able to breathe after that.

“Sorry…” He said as he knelt beside her, wiping tears from her face. “It… felt… good…” Twilight felt somewhat proud from hearing that from Spike. She did look down at herself as she was a complete mess.

“Hehe… I should probably clean myself up…” Twilight said as her horn glowed in a lavender aura. Within seconds, the cum that coated most of her body was gone. She looked back up at Spike and saw that he was still hard. She was about to say something when she felt her lips invaded by Spike.

Twilight was at first dazed but welcomed the kiss as she hugged her body close to his. Spike’s dick began to throb again signaling that he was ready for another round. Twilight wanted to at least let Spike know that she wasn’t scared of him. After awhile, she broke the kiss and looked up at Spike.

“S-spike?” She stuttered, getting the drakes attention. He looked back at her in a confused state. “I want to be on t-top.” She asked. Spike laid back, allowing Twilight to climb atop him. Nervous with such a huge monster of a cock waiting to claim her, she chose to start slow. Careful of her motions, the magical mare ground herself against his length, letting her juices flow over him to better lubricate his rigid cock. It took about a few minutes, but Twilight felt that she had lubed up his member enough for her to take it. She opened her marehood and aligned his length towards her entrance. She pushed part of it in where only the tip was inside of her. She was about to slowly descend when she suddenly felt her butt be grabbed by Spike who had a smile on his face.

“No… more… teasing…” He growled, his claws gripping her flank.

“Spike, Wai-!!!” She tried to speak up only for Spike to slam her hips down onto him. She let out a pained yelp when she felt Spike’s raging dick tearing her hymen while Spike let out a pained growl. As to why he groaned, Twilight's marehood was much tighter than the mares he slept with. He suddenly felt something warm run down his length. He looked down to see that there was blood from Twilight’s marehood running down Spike’s length. Spike looks at Twilight who had a pain filled look on her face, and tears started to run down her cheeks.

“Are… you… okay…?” He asked, looking up to her. She opened her eyes, but all Spike could see was how hurt she was.

“I… s-said… to wait…” She whimpered with Spike’s dick still inside of her, and she only had half of his length inside of her body. Spike saw Twilight whimpering and let go of her butt to hug her.

“Sorry…” He added as he hugged the shuddering mare in his arms. Twilight was still in pain, but she was happy at how caring Spike was. It was enough to make her heart melt. She leaned close and wraps her arms around Spike’s neck. She had to wait for the pain down below to subside to a mild throbbing. After about a minute, she spoke and her grip on his dick loosed a little.

“O-okay… I’m ready…” She managed to say. Spike’s claws reach out and grip Twilight’s flank again, but he didn’t start moving yet. Instead, he captured her lips with his, drawing her attention away from the pain.

Spike gently squeezed her flank while they kissed, causing her to moan into his mouth with pleasure. Once Twilight had moaned, he slowly started to pull out, causing her to gasp from the pain and pleasure. Before his cock had pulled out completely, he started going back in slowly, allowing Twilight to get accustomed to the size of his cock and bear the pain. Once he went in as far as he dared with Twilight’s current state, he pulled out again. He started to build up speed, allowing Twilight to overcome the pain and enjoy the pleasure and feeling of being filled with his cock.

As he continued his motions with Twilight, the mare’s mind reeled at each wave of pleasure his cock was giving her. It went beyond any fantasies she’d had on her own; he truly was a beast of a lover. Spike suddenly felt Twilight moving her hips on her own as she gyrated and motioned her hips up and down on his raging hard on. Spike pulled back from her, breaking the kiss. Twilight was left panting as a string of saliva bridged between them.

“M….more… Spike… give… me… more…” She added, as she started bouncing on his length harder, wanting more of him within her. Twilight used her hands to push her breasts together, and bent down a little towards him, still bouncing on his length. Spike leaned up, and started to suckle again on her breasts. Twilight moaned in pleasure, loving the feeling of her breasts being sucked, and wrapped her arms around his head, pulling him in closer. Spike started drinking her breast milk again as it flowed into his mouth, while still squeezing her ass.

After a few minutes, Spike had enough of her breast milk. He suddenly pushed her off, startling her. She looked at him with surprise and slight irritation, but it disappeared from her face when she saw his eyes. Spike had gone feral again. She tried to get up only for Spike to pounce on her and pin her down while grinding his still throbbing erection on her soaked slit. Twilight was scared, but she was more aroused at Spike’s sudden rush. Spike continued to grind his length against her for a few minutes, causing her to very slowly start becoming lust-filled.

“Damn it Spike! Don’t Tease me!!” She shouted, wrapping her tail around one of his legs. “I need you inside me!!” Spike smiled at her sudden submission. Since he was done teasing, he aligned his raging dick towards her wet opening and plunged himself inside.With a sharp moan, Twilight threw her head back as her body shook to the core riding out another orgasm.

‘I came!’ She screamed in her head. ‘H-he only stuck it back in and I came!’ She really didn’t have time to think as she was getting her marehood pounded by his massive dick. Spike wasted no time as he pounded her marehood at full speed. Twilight was moaning wildly and her breasts bounced from his powerful motions rocking her whole body. He continued to pound her, bringing her closer to being dazed with lust. He reached up and grabbed her breasts again, making her moan even more as she had another orgasm. A large dick shaped bugle outlined her once flat stomach as she felt him pushing past her cervix. Twilight doubt that there would be a stallion that would come close to what he was capable of.

“F-FUCK!! FUCK!! FUCK ME MORE!!!” She screamed, wrapping her legs around his back this time.

Spike growled in acknowledgment, and started thrusting into her even harder, grabbing her arms to help himself go deeper into her. With another thrust, he went even deeper inside of Twilight. Twilight felt Spike’s member swell inside her, signaling his orgasm. An earth-shattering scream came from her as Spike thrust into her one more time, filling her up to the brim as he orgasmed. Spurt after spurt of hot cum was shot from his member into her womb, filling her up. Eventually, his orgasm stopped, and he pulled out, leaving Twilight looking at least seven months pregnant.

With a heartfelt moan, Twilight collapsed on the floor with a lust filled gaze. Was this what it was like for her friends? Overcome from the drake’s powerful call to mate? Spike grinned, and bent down. He leaned over her head, and licked her cheek. Twilight was going to be there for awhile, but she didn’t care. Her mind was clouded over with lust as she lay on the floor, her cum-filled belly protruding into the air. While that was happening, she noticed Spike’s length still throbbing. She licked her lips in response and looked up at the monstrous drake.

“Spiiiike.” Twilight crooned. “I want more.” She added, while slowly getting on her knees again to where she was up close to his dick, her cum-filled belly sloshing as she moved. She mushed her breasts together, and enveloped his throbbing member in her cleavage to where the tip and nearly half of his length were sticking out.

“Your cock looks to be in pain, and I’m gonna help drain those heavy balls of yours dry.” She added while opening her mouth and taking his tip into her muzzle. Spike groaned in pleasure, and Twilight started to take even more of his length in response. While Spike was enjoying what Twilight was doing, he looked down, and noticed that her marehood was slightly leaking his seed. Not wanting her to feel empty, Spike moved his tail to her entrance, and gently prodded it, causing her to moan on his girth. Spike’s response was growling in pleasure as her moans on his tip sent chills running down his spine, and he inserted his tail into her marehood, moving it in and out, causing her to moan even more.

Twilight literally had hearts in her eyes as she felt beads of precum leak from his tip. She stopped using her breasts and resorted to just her mouth to try and take more of his length. Spike growled, his dominant side emerging again, and he gripped her head to force more of his length in her mouth. Twilight let out a pained gurgle when she felt part of his tip hitting the back of her throat.

“Spike… WANT!!!” He roared. Spike showed no mercy as he forced her to take his length to the hilt. She tried to push him off to at least breathe, but as soon as she was at the tip, Spike forced her back down onto his length. Her eyes would roll to the back of her head each time he forced her down on his cock. Spike started to let out a low growl as he soon began to feel his balls swelling and his cock pulsating. Twilight was gurgling as she was lost in la-la-land at this point, her lust having consumed her. Spike soon hilted his length deep in her throat and after a mighty roar, his cock throbbed and his searing hot seed shot down her throat. Twilight eyes were vacant of thought as she felt his thick seed filling her swollen belly. Spike kept her in place for at least twenty seconds as he still felt his thick cum draining from his balls. Spike felt his tail getting squeezed by Twilight’s marehood, signaling her orgasm. After feeling himself spent, he finally let go of her head and pulled out his cock, completely soaked in saliva and traces of his cum. Twilight suddenly fell forward, her cum-filled belly breaking her fall. She laid there panting from how much cum she had to drink. She could feel the cum in her belly sloshing around, and it drove her crazy with lust. She wanted more of that feeling. She wanted to be so full of cum that it was coming out of all of her holes.

Slowly, she turned her head to look at Spike.

“M..m..mooooree!!!” She moaned, wiggling her ass as best she could.

Spike grinned, and got behind Twilight. He leaned forward, opened his muzzle, and his draconic tongue licked the nape of her neck. He soon started grinding his length between her thighs and his hands soon snaked their ways up to her breasts again. She moaned in response when she felt him squeezing out her milk.

“P-please… no more teasing…” She begged, wrapping her tail around his waist. “FUCK ME!! FUCK ME AS IF I'M YOUR SEX SLAVE!!” She shouted. Spike grinned with Twilight’s response, and soon complied with her response. Spike soon realigned his dick with her soaked marehood that was leaking her marecum and his cum from his earlier session. All it took was one thrust, and he was already past her cervix. Twilight moaned in response from feeling him enter her again. She nearly fell on the floor, but she propped her arms up on the floor to apply leverage.

“YES!! MAKE ME YOURS!!” She shouted again as Spike started thrusting his hips into her already bloated belly, causing it to jiggle with each thrust. Twilight could feel her womb being hit by Spike’s cock head. Spike had her ass gripped tightly and Twilight could feel his claws digging deep into her flesh. She didn’t care about the pain though, too lost in her desire to mind it anymore. Twilight was in this position for several minutes, but she soon felt her arms give out as she slowly slumped on the floor, lying on top of her belly. Spike saw an opportunity as he reached over, and grabbed both of her arms.

Twilight didn’t even pay attention when she felt her body suddenly pulled upward, she just wanted Spike to fuck her silly until she couldn't walk for months. Spike was pleased as he could feel himself going deeper inside of Twilight. His speed increased as he was soon pounding the poor mare’s cunt like a jackhammer. He even maneuvered his tail to Twilight’s muzzle and had her clean up the mess she made from earlier.

Despite Twilight’s lust induced state, she saw Spike’s tail and weakly opened her mouth. She sucked on his tail trying her best to clean the scaly appendage while he continued to rail her. Spike was enjoying himself, but he soon wanted something more from Twilight. He pulled her up to his chest, making the mare yelp in surprise. She was about to ask what he was doing, but she flinched and let out a pained yelp when Spike suddenly bit down on her neck. She shuddered in response from feeling his teeth lightly puncturing her skin.

‘He’s… he’s… marking… me…’ Twilight thought in pleasure at the thought of his mark on her making sure no one other than him would touch her, making her dripping wet with arousal. When Spike was finished, he pulled away from her with a grin.

“Mine… no one... else… touch… you…” He said to her. Twilight felt her heart skip a beat from this. Spike was done with the position. Grabbing Twilight’s cum filled stomach, he leaned backwards, making her yelp again. She soon still felt him inside of her as he was sitting on the floor, and Spike had his hands firmly gripped on her arms. She could feel his chest pressing against her back.

Spike soon began to thrust in her again and Twilight went from moaning to screaming as she could feel a large cock bulge hitting her womb every time he thrust upwards. Twilight’s breasts bounced wildly, squirting milk each time he thrusted. Spike didn’t want her milk to go to waste, so he leaned around her, ducking his head down to claim a breast for himself while the other he groped. Twilight couldn’t take it anymore, and lost it.

“FUCK ME!!! FUCK ME!! FUCK YOUR MATE!! MAKE ME FULL OF YOUR CHILDREN!!” She shrieked, lust having overtaken her mind completely. Spike could hear her cries and wasted no time in speeding up in her. Her belly sloshed and shook wildly as her tongue hung out of her mouth from the ongoing pleasure and her wings fluttering in response. Spike suddenly slowed down with his thrusts and decided on something fun.

Before Twilight was going to ask why he was slowing down, Spike took a big gulp of her milk, and made his mate face him to where he pulled her into a deep kiss. Twilight felt something warm and sweet enter her muzzle, and realized that Spike was force feeding her own breast milk to him. She could taste her creamy exotic berry fused milk dancing in her mouth as her equine tongue submitted to Spike’s forked tongue. Twilight melted into the kiss as Spike continued to have his way with her.

Spike suddenly paid attention to Twilight’s fluttering wings as well as her horn suddenly sparking. Spike suddenly had a sinister idea as he broke the kiss with Twilight. The poor alicorn was left breathless from the kiss as well as tasting her own milk. She couldn’t form any words by this point as she was a drooling mess. Spike soon opened his mouth and licked at her sensitive wings. Twilight flinched in response when his tongue danced along the appendages. She could feel tingles running down her spine as a result. She continued to shudder as he licked her wings, causing her to lightly moan.

After a few minutes, Spike soon switched to her other wing and licked along the base towards the end. Spike soon stopped licking her wings and moved onto her horn. Using his tongue, he licked her horn, slightly making her shudder again. His tongue just danced on her appendage, and when he used his mouth to suck on her horn, she moaned loudly and her marehood clamped down onto his cock in response and she rode out another orgasm. Spike groaned as he felt his cock being gripped by her marehood just from tasting her horn. While that was happening, he felt some sort of jelly like substance on his tongue. He let go of her horn to let Twilight calm down from her sudden orgasm and let the jelly substance melt on his tongue. She actually tasted like fresh grapes. Very different from her milk.

He soon felt Twilight loosen up from his cock and he could see that she was really out of it. She looked back at him and pulled him into another kiss. Spike resumed his thrusts again while this was happening, making her belly slosh and bounce around. Spike’s massive balls kept slapping against her clit as he made out with the lust dazed mare. Twilight wanted him. No, she needed him. She needed him to fill her full of foals. Spike started to groan as he felt his balls swelling again. Spike broke the kiss with Twilight and his speed increased while Twilight was moaning to her heart's content Her tongue willingly submitted to his as it coiled around hers and tasted her mouth. He tried to hold out for awhile longer, but the pressure was growing below. He breaks the kiss and speeds up again and Twilight’s tongue just hung out of her mouth, as she looked like a broken mess.

With one last thrust followed by a low growl, he hilted himself into Twilight’s marehood and unleashed a torrent of seed into her already stuffed womb. Twilight let out a shrill cry and threw her head back into Spike’s chest. She could feel her womb getting stuffed with another helping of his seed from his swollen balls. She slumped on his back as her belly expanded further out, making her look as if she’s ready to give birth to a foal. When Spike finally stopped cumming, he pulled out of her, only this time her womb closed up, trapping all of his seed inside. Spike was about to see what happened to his mate, only for her to turn her head and utter two words.

“Please… more…” She begged, using her tail to stroke his length. Spike was still hard and he wasn’t going to let her go anytime soon. He grinned as he moved her to the side and pinned her down, his hardened length grinding against her marehood again. Twilight was really going to be here for awhile.

-Control Room-

“Six hours… and they're still going at it like rabbits in heat.” Stripes groaned as she continued watching Twilight and Spike still go at it. Twilight was nothing but a drooling mess by this point and her stomach looked like she was ready to give birth to twins in the state she was in. Spike had gone feral again and was fucking her like a mad horny beast. Her breasts wouldn't stop squirting milk and he had her arms behind her as he railed her like crazy. ‘The one called Trixie was right about it always being the quiet ones.’

“I think I should check on her friends.” She added as she left the room to go check on Breeze and the other girls in the infirmary. At the last second another moan followed by a mighty roar escaped from the monitor signaling that Twilight had another orgasm while Spike was giving her another filling. She left the room to check on the girls back in the infirmary. She walked back to the medical room and each of the girls were in their own maintenance pod.

“I have to say, he really worked you girls over.” She said in amazement as they were still asleep in their stasis pods. She was about to leave when one of the pods slowly let out a slow beeping sound. She turned back around to see that Calm Breeze’s capsule was doing its work as the fluid inside drained out and the capsule opened up making the earth pony fall to the floor.

“Breeze…” She said as she knelt down towards the young mare and lifted her head to where she was looking directly into her face. Slowly, Calm Breeze opened her eyes to look up at Professor Stripes.

“W...what...happened…?” She asked slowly rubbing her head.

“I had to put you into one of the medical chambers after you got infected by neurotoxins that the girls are infected with.”

“Neurotoxin?” Breeze asked in confusion.

“Something the Power Ponies contracted after they each took on Hum-Drum.” She said looking at their stasis pods. “The girls are still recovering, and it seems you are no longer infected.” She added getting up from from where she was kneeling and giving Calm Breeze some space. She then took off her lab coat and handed it to Breeze. “Here. I suggest you get dressed since I have another job for you.”

“Of course…” Breeze said as she put the lab coat on and buttons it up. “W-what do you need me to do?”

“We actually have Mane-iac, Shadowmane, and High Heel still in containment. So far we have been lucky that nothing bad has happened with them, but we have pushed our fortune long enough. This is not a prison, so we can’t keep them forever, and as weird as it sounds, anypony with a marehood could be at risk.” Stripes said with a small blush.

“So in order to prevent even more escalations of problems, I will go analyze Spike’s sperm and determine if there any other risks of his condition. Meanwhile I need you to contact the proper authorities, and keep watch on those three villains until they come and take away. Do you think you can do that?”

“Who’s Spike?” She asked confused. Stripes stopped in front of the door and turned to look at her assistant.

“I got the truth from who we thought was Masked-Matterhorn.” She said. “Her real name is Twilight Sparkle, and her as well as her friends are from another world that we know nothing about.”

“Wait….what?” She asked in confusion, turning towards the girls each still in their pods. “So they all know each other?”

“Indeed they do.” She said turning back around and opening the door. “Just do what I asked of you Calm Breeze. I’ll return once I understand what is going on.”

“Y-es ma’am…” She stuttered, while nodding. Stripes soon left and walked back to her lab, leaving Breeze alone with Twilight’s friends. She turned on the monitor to see how Spike was doing. She wished she hadn’t as the moment she turned it on, a mighty roar was heard as he unloaded another torrent of his virile seed into the already bloated Twilight Sparkle. He had her pinned on the ground as each burst of cum filled her womb to where she was almost ready to give birth to five foals. Twilight was lost in pleasure as she looked as if she was passed out from the constant pleasure of Spike railing her senseless.

‘He’s still going?’ She thought to herself as she looked at him.

Calm Breeze looked at the girls in the stasis pods, and saw that they all had peaceful looks on their faces while they slept.

‘I hope they recover quickly.’ She thought, feeling sorry for the mares.

Suddenly, Calm started to feel slightly flustered for some unknown reason.

She decided to go ahead and check on the villains. She decided that the Mane-iac was number one on her visit. After all, she was the Power Ponies arch-nemesis. She opened the door to where Mane-iac was staying and saw that her recovery in the pod was almost complete.

“Guess I need to be careful with her.” Breeze felt herself heating up again, and felt some liquid start to drip from her marehood.

She felt slightly embarrassed at this, but looked around to see if no one was looking. After making sure that no one was looking, she took off her lab coat and started to pleasure herself. She sat in a nearby chair in the room as she started to have rather naughty thoughts of some mares and stallions claiming her. Sadly, she didn’t pay attention to where she was sitting as she happened to hit a button on a panel that gave off a low beeping sound. She was really getting into her self-pleasure, unaware of a certain mare waking from her slumber as the pod slowly opened.

-Villains escape-

Meanwhile, unknown to Twilight or Stripes a certain demented mare had just woken up in her capsule, and with a small cackle she started to look around while her hair came to life. She heard a gasp and looking towards the source of the sound, she saw Breeze pleasuring herself, while looking at Mane-iac with fear. She wasn’t sure why she was doing so, but she knew she could play the situation to her advantage.

Mane-iac soon walked towards the scared earth pony, but her fear turned to confusion when Mane-iac’s tongue soon claimed Breeze’s tongue, preventing her from screaming. “Hehe... naughty girl.” She then moved Breeze towards a table and continued to make out with the blushing earth pony. Her mane slowly moving around the cream mare’s body. Mane-iac soon snaked her hands up to Breeze’s rather perky D-cup breasts and gave them a soft squeeze. Breeze moaned in response. She soon broke the kiss with the mare.

“Oooh… you really are a naughty mare…” She cooed as she continued to grope and massage the moaning mares’ breasts. “But you picked the wrong room to be masturbating in.” She added. That’s when her mane bound Breeze’s limbs, leaving the blushing mare suspended in the air.

“P-please, l-let me go.” Breeze stuttered.

“Don’t worry.” Mane-iac said, caressing the mare’s cheek. “As long as you do what I say, I won’t hurt you.” She added. Mane-iac soon locked lips with the mare again, but her hands traveled down towards her rather soaked marehood.

‘Why is it always the quiet ones?’ She thought to herself as she inserted two of her fingers in the mare’s marehood. She moaned in response as she felt her marehood getting teased by probably one of the most dangerous villains in Maretropolis. Mane-iac felt herself getting aroused by making out with her, so she reached up to her chest to find the zipper on her suit and pulled it down. She left it on, but her mammoth KK cup breasts bounced free from their prison, her marehood also on display. She once more broke her kiss with Breeze who was now looking a little dazed.

“You seem rather thirsty.” Mane-iac teased, while still fingering the mare. She pressed her breasts together with her arms. Streams of white liquid soon squirted from her dark purple nipples. “Do you want a drink?” She added, looking into the mare's eyes. Breeze stared at the luscious breasts in front of her, milk dripping from the large nipples. She nodded.

“Y-yes m-m-ma’am.” She squeaked, excited but nervous.

Mane-iac grinned, and moved the bound mare towards her breasts. Breeze took in a deep breath to calm herself, and opened her mouth as she was pulled towards her breasts.

Mane-iac held back a moan as she felt her lips wrap around her nipple, the pressure in her breast slowly receding. Breeze started to suckle the nipple, happily drinking the milk, which tasted like banana cream mixed with chocolate. While she was nursing from Mane-iac, Mane-iac moved her other hand to her own marehood, feeling herself getting aroused even more. She inserted two fingers into herself, and started to finger herself.

“Mmm, that’s right.” She moaned, feeling more pressure on her chest leaving. “Keep drinking.” She ordered, and Breeze alternated between both of Mane-iac’s breasts. She continued to suckle her breasts, enjoying the taste of the milk as it flowed into her mouth. Mane-iac moaned even more, feeling even more pressure leaving from her chest.

“Yes. You’re such a good slut.” She moaned. “But now it’s time to move on to the mane event.”

With that, she moved Breeze away from her breasts, causing her breasts to leave her mouth with a pop. Breeze took in a few deep breaths, having not been able to breath well while suckling. She yelped when she was turned upside down, and found herself facing Mane-iac’s leaking marehood, Mane-iac still fingering herself. Mane-iac grinned, and pulled her fingers out of her marehood. She then presented her wet fingers to Breeze.

“Clean them.” She ordered, and Breeze nodded, not wanting to offend her. Breeze opened her mouth, and closed it around her fingers, tasting the mare’s essence on them. She started to suckle on them, and started using her tongue to help clean the fingers. After several seconds, Mane-iac pulled out her fingers, a strand of saliva connecting her mouth to her fingers.

“I think that is enough of that, slut.” She said, moving her hand back up Breeze’s body. “It is time for you to get to work. Eat me out.” She ordered, moving Breeze closer to her marehood. Breeze nodded, and took another calming breath. She then opened her mouth, and stuck out her tongue. Mane-iac moaned as she felt her tongue touch her marehood. She moaned again as Breeze continued to lick her marehood, causing her juices to flow. Mane-iac then turned her attention to Breeze’s marehood. She moved her rear closer to her face, and licked it, causing Breeze to moan into her marehood. She continued to lick her marehood, sampling Breeze’s essence as she did so. Mane-iac decided to make her crack by using her mane to tease her clit. Upon feeling the tendril of hair tease her clit, Breeze moaned into Mane-iac’s marehood, sending waves of pleasure throughout her body. Mane-iac moaned in response, and felt herself getting close to the edge. She redoubled her efforts to pleasure the mare, and used her mane to pleasure her breasts as well. Breeze moaned even more upon feeling the added pleasure. She knew she was close to her limit, and redoubled her efforts to pleasure Mane-iac by taking her clit into her mouth and sucking on it. Mane-iac nearly came at this, but was able to steal her nerves and hold off her orgasm. She moved up to Breeze’s clit, and lightly nipped it. This was too much for Breeze, and she moaned loudly as she came, her juices flowing from her marehood. Mane-iac lapped up the juices, and felt herself go over the edge as Breeze continued to moan on her clit. Breeze felt herself become covered in juices as she slipped into unconsciousness, her orgasm having drained her of energy.

Mane-iac panted for a bit, her own orgasm having taken some energy out of her. She managed to catch her breath, and carefully flipped the mare around. Mane-iac then left her unconscious body inside the capsule while zipping up her costume. She then turned towards the console, and pressed a button, closing the pod up while leaving Breeze in the pod.

“This mare really knows how to please a mare.” She added looking back at the lust dazed Breeze, sleeping soundly in the pod. “May not have been part of my plan, but I at least had some fun with her.” She then left the room and snaked her way out of her prison. While looking around the place, she was surprised to find herself in the HQ of her arch enemies.

“So the Power Ponies were daring enough to take me right into their headquarters?” She said as she continued to look around. She sneaked by a few rooms to see if there was anything of value until she heard a couple voices from a room next to her. She looked around and opened the door to the next room to find Shadowmane and High Heel in a energy cell near them. Mane-iac couldn’t help but snicker in response when she saw them in their current state.

“Well isn’t this a pretty sight.” Mane-iac snickered, causing the two mares to look her way.

“Bout time.” Said a rather impatient High Heel. “Didn’t think you’d get us out of jail this fast.”

“We’re not exactly in jail.” She added, making both mares look at her in confusion.

“What do you mean?” Shadowmane asked.

“This isn’t a prison.” She added while looking around for a switch or a console to deactivate the energy cage. She soon found one on the wall. “We’re in the headquarters of the Power Ponies.” With a sinister grin she smashed the console, causing the energy cage to dissipate. Both mares were able to leave the cage without fear of being zapped.

“So we’re in their base?” High Heel asked, finally being able to stretch her legs.

“That's right.” She cackled with a sinister grin. “Meaning plenty of weapons ripe for the taking.”

“I smell a plan.” High Heel said with enthusiasm. “What do you have in mind?”

Mane-iac grinned. “Well, i’m glad you asked.” She said, rubbing the tendrils of her mane together. “We are going to search the base for their weapons vault. They must have one.”

“I agree with this plan.” Shadowmane said, startling the mares slightly. “I would love to see the weapons the Power Ponies have in their vault. I would love to ‘borrow’ some from them.”

“She’s right.” Mane-iac added. “The Power Ponies have a massive vault of weapons that were confiscated from other villains over the years.”

“So they had them locked here if the authorities security detail failed to protect it?”

“Yes!! And now we can break into the vault, and get the weapons for ourselves.”

High Heel grinned, and said, “I think I may know how to find out where the vault is.”

Shadowmane and Mane-iac looked at her. “You do?”

High Heel nodded. “I do.” She pointed to a nearby console. “We can use the console to find it.”

She then strode over to the console, and activated it, allowing her to find a map of the place.

“See,” she said, pointing at a nearby room. “There’s the vault. It’s just a few rooms down.”

Mane-iac and Shadowmane grinned, and Mane-iac cackled.

“So, just a few rooms down? Let’s find out.”

With that, the villainous trio left the room, and headed down the hallway, looking for the weapons vault.

-Stripes view-

Meanwhile, Stripes had just left her room with a cup of coffee in her hand. She wanted to take a break after an entire day without sleep after Twilight and her friends each took a round with Spike.

‘I should check on how Twilight is doing.’ She thought as she walked past the room where she was keeping Shadowmane and High Heel. She stopped when she noticed that the door was opened. ‘Did Breeze forget to close the door?’ She asked herself again when she looked inside.

When she looked inside, she noticed the broken panel on the wall. Not only that, but the two mares she thought of earlier, were missing.

“The panel’s broken? But how?” She started to get confused as she looked around the room to see if anything else was missing. Her eyes landed upon the console on the left to see that the map of the place was on the screen.

“This can’t be good.” She said to herself as she went to look for her assistant. She was worried. If the villains had escaped, this could only spell trouble for them all. Twilight’s friends still hadn’t fully recovered, and she wasn’t sure if Twilight was okay, or still dealing with Spike in his ‘current condition.’

‘Please be okay.’ She thought as she looked around each room. She could only hope to find her assistant before it was too late. She saw another room that was open, and looked inside only to find Calm Breeze inside of a stasis pod, passed out.

Stripes ran over to the console, and pressed a button on the pod, causing the pod to open. Calm Breeze slumped on the floor still unconscious on the floor. What was shocking to Stripes was that she was also naked. The lab coat she had previously given her was a mess on the floor.

‘One thing… I ask you to do one thing…’ She thought to herself, as she had to keep herself from taking her anger out on her unconscious assistant. She soon heard a mumbling noise and looked down to find Breeze slowly waking up. Breeze slowly opened her eyes and sat up, only to stare into the burning eyes of her angry boss.

“Ms. Stripes… what happened?” Breeze asked, unaware of her boss’s anger that she was trying to keep under them mask. “I had the strangest dream.”

“Let me answer that question with another question.” Stripes said in a calm tone. “What exactly happened to the Mane-iac?” Breeze heard her question and she looked at the empty stasis pod behind her. She then remembered when she let the Mane-iac out of her pod by mistake.

“Oops…” She said with her face burning bright red. She turned back to her boss and could now clearly see her rage boiling.

“One thing, I asked you to do one thing!” She shouted, making the mare cringe in fear. “What happened?!!”

Breeze blushed, and told her what had happened. As she told Stripes, Stripes began to blush a little, especially when she got to the more ‘intimate’ parts. Once Breeze had finished telling her what had happened, Stripes sat there for a few minutes, thinking about what had happened. Several thoughts crossed her mind, one of them being ‘it’s the quiet ones you should look out for.’

“So how are the others doing?” Breeze suddenly asked.

“Well, after your little episode, the girls are currently healing.” Stripes began. “Spike is still in his monstrous state and I don’t think that Twilight is going to last much longer. Also, after what happened to you, it looks like the Mane-iac escaped with her entourage.”

“Isn’t there anything we can do?”

“Well, we should go to where they went.” Stripes said in response. “And that’s to the hidden weapons vault.”

“But how can they get pass the security?” Breeze asked. “The locks are DNA registered.”

“Exactly.” Stripes added. “Only myself, or the Power Ponies have access to the vault. It may take them a while to figure that out, so it can at least buy us some time until the girls recover.”

“What about this Twilight?” Breeze asked.

“We’ll worry about them later.” Stripes began. “For now we have to buy some time until the girls recover.

Suddenly, the mares felt something that felt almost like a bee sting on their necks. They put a hand to where they had felt the stings, and felt something sticking out of their necks. They grabbed the strange things, and pulled them out of their necks. Pulling the strange items in front of their faces, they saw that the items were darts.

“What are these?” Breeze asked, turning to look at Stripes.

Stripes gulped, and looked at Breeze. “They are-” She froze, finding herself unable to move. Breeze tried to ask her what was wrong, but found herself frozen as well. Suddenly, they could hear someone chuckling behind them. They tried to move to see only for a pair of eyes to glare back at them from the shadows.

“So that’s your plan?” The figure said while glaring back at them. It soon stepped from the shadows to reveal itself as Shadowmane. “But you didn’t count on me returning.”

“Shadowmane…” Stripes groaned as she tried to move. Her entire body felt paralyzed.

“Don’t bother.” She said as she drew her hidden blade on Breeze. The naked mare was scared for her life as the blade inched closer to her bare skin. “That needle I hit you both with was laced with a special paralysis poison.”

“P-poison?” Breeze stuttered.

“It won’t kill you. It will just leave you frozen for a few hours.” Shadowmane added, retracting her blade back into her wrist. “If you do what we ask, we won’t hurt you.” She demanded. Stripes didn’t seem to have a choice in the matter with Shadowmane being a hired assassin.

“What do you want?” Stripes asked.

“I overheard you talking about how the vault is DNA scanned by you and the Power Ponies,” She began. “So you’re going to help us open the vault.”

“You expect me to help you?” Stripes said. Shadowmane wasn’t going to have any of it. She pulled her hidden blades out again, only to see a strange purple liquid at the tip of the blades.

“I’d suggest you comply,” She then turned to Breeze again, who looked like she was going to wet herself. “Or your assistant will have a taste of my special poison.” Stripes started, wide eyed from seeing the poison-covered blade.

“This one acts fast and she’ll die within an hour if you’re not careful.” She said, pointing the blade at Breeze’s neck.

“Okay, we’ll do what you ask.” Stripes nearly yelled, not wanting to see her assistant hurt in any way.

Shadowmane retracted her blades, satisfied. “Good. Now, let's go.” With that, she threw down a smoke bomb, shrouding their vision. Soon, everyone was gone from the room they were in.

-Weapons Vault-

Meanwhile, Mane-iac and High Heel were attempting to open the vault door. Mane-iac used her mane to try and rip the doors off the frame, but they refused to budge. Meanwhile, High Heel kicked the door with her sharp heels, but didn’t even leave a scratch on the doors.

Mane-iac groaned, turning to High Heel. “How tough is this door?!!”

High Heel shrugged. “Beats me, but it’s made of some metal that not even diamonds can scratch.”

“Shadowmane, what do you thi-” Mane-iac trailed off as she and High Heel realized that a certain ninja mare was missing.

High Heel huffed. “Where did she go?!!”

Mane-iac just turned her attention back to the door. “I don’t know High Heel. I don’t pretend to know what goes on in that head of hers.”

“Well where did she go off to?” High Heel groaned, kicking the door. She yelps in pains and pulls her hoof back and starts hopping on one leg in the other one. “Stupid door!!” She shouted in rage.

“Try to relax High Heel.” Mane-iac told her, walking towards the door. “We need to figure out how to open this door since we don’t have clearance to enter here.” Before she had a chance to finish, they get blinded by black smoke. Both mares entered a coughing fit for a few seconds until the smoke cleared up to reveal Shadowmane and the two mares who were currently frozen in place.

“Where the hell have you been?” High Heel asked in annoyance. She then glanced at the two captives behind her. One of which was void of any clothing as she was blushing heavily. “And who are these two?”

“This one is going to open the door for us.” She said pushing Stripes forward who promptly grunts after hitting the floor. She still couldn't move after she and breeze were injected with the paralysis venom. Stripes was about to say something back until Shadowmane pointed her katana and Breeze’s neck. “Otherwise, her little assistant won’t live to see another day.”

“What do you mean that she can open it?” Mane-iac asked, looking back at the mare she had fun with earlier. “And I see you brought my earlier playmate.” She added, making the cream colored mare blush in response.

“She has authorized access to the vault.” She added in a calm tone. “So, she’ll be the one to open it, unless she wants her assistant to die.” Shadowmane added, pulling the poisoned tipped dagger from her wrist, and pointed it towards Breeze’s neck.

“I can’t exactly move.” She added in response, trying to keep her from killing Breeze. “Thanks to your paralysis, we’re still frozen.”

“That can be fixed.” Mane-iac called out, as she used her mane to carry the paralyzed Stripes towards the door. Stripes felt her body being wrapped by Mane-iac’s mane as she held her in front of the door. “So how does this door work?”

“It’s based on a retinal scan.” Stripes explained, looking at the scanner. “Only my eye, as well as the Power Ponies, can open the vault.”

“Then I suggest you open the vault. And do it quickly!” Shadowmane snapped.

Stripes sighed, and then turned her attention to the door. “Computer!! Activate retinal scan.”

A robotic voice responded. “Retinal scan activated. Please stay still.” With that, a red laser shot out from the door and landed on Stripes’ right eye. “Scanning. Scanning. Scanning. Scan complete! Welcome Doctor Stripes.” The laser disappeared, and the door began to open.

As the door opened, Mane-iac pulled Stripes back. Mane-iac and High Heel gasped at the array of weapons that were stacked among the shelves. Shadowmane simply hummed in response from the display.

“I think Heart Warming’s shopping came early this year.” High Heel said in response.

“What do you plan on doing?” Stripes asked in response. Stripes was suddenly pulled towards Mane-iac, making her look into her crazed eyes.

“Well we already know what we’re going to do.” She added with a sickening snicker. “We’ll find the strongest weapons that are within this room and destroy the Power Ponies. We will then take over Maretropolis, and no one will stop us!!”

Shadowmane spoke up, “You can take over Maretropolis for all I care. All I care about is doing my best with my jobs. And at least one of these weapons should help me get my jobs done.”

Stripes gulped. “I wouldn’t meet up with the Power Ponies after taking the weapons, since they could find a way to beat you with the weapons.”

“I don’t think so,” said Shadowmane. “The Power Ponies looked like they were in no condition to fight. In fact, I had overheard you talking to your assistant here about how they were out of commission.” Stripes flinched at Shadowmane’s response, but didn’t deny it.

“Oh this is perfect. Been meaning to give that blue whorse some pain after what happened to us.” High Heel squealed.

“Wait! You don’t understand-” Stripes tried to explain, only to have her words hitched in her throat when Mane-iac suddenly squeezed on her neck.

“Enough of your excuses.” Mane-iac snapped, squeezing harder, making Stripes lose her breathe. Calm couldn’t do anything to stop her, she was too frightened to speak.

Strangely enough, it was Shadowmane who came to the rescue. “Mane-iac!!” Mane-iac turned to Shadowmane, who called out her name.

“What is it Shadowmane?” She added, slowly letting go of Stripes’ neck. She was still struggling to breathe as Mane-iac still had a rather tight grip.

“We can’t really kill them yet, so may I offer a suggestion?” She added.

“Go on?”

“We can use her and her assistant as hostages if they try anything.” She added. “This time they don’t stand a chance.

“Alright.” Mane-iac agreed with her. She then let go of Stripes’ neck, allowing her to breathe again. “Look’s like you and your little friend are still of use to us.” She added.

“Are we gonna find a weapon soon or are we just going to stand here?” High Heel interrupted. The mares turned their attention to the weapons before them. Shadowmane, hefting Breeze over her shoulder, walked over to where the swords were, and started to examine them, looking for one that would suit her needs. High Heel walked over to where she had noticed several belts and gauntlets hanging up, and started examining them, descriptions of what each belt and gauntlet could do underneath them. Mane-iac, still holding Stripes in her mane, walked to the back of the vault, something immediately catching her eye. It was the orb the Power Ponies had taken from her before, safely tucked away in a glass safe.

“Oh it’s so nice to see you again.” She cooed as she opened the glass case and carried the orb in her tendril like mane. “At least I can power my machinery again.”

Suddenly, a shrill squeal could be heard from High Heel. Mane-iac turned to see High Heel wearing a silver belt with a topaz in the center, and silver anklets on her high heels.

“These work perfectly.” She said in a rather excited tone as she admired the accessories she was wearing. She turned to Mane-iac, who looked at her with a rather dull expression. “What? Girl’s gotta find something to match her outfit.”

“But was the scream really necessary?” She added. High Heel was about to say something until Shadowmane arrived with a Flaming Katana and a utility belt with explosive daggers.

“I see you found what you liked.” High Heel added.

“It suits me…” Shadowmane spoke, but soon turned to the Scientist and her assistant. “Now where are the Power Ponies?” She threatened, drawing her new sword at Stripes’ neck. Stripes tried her best to stay calm. “Not willing to talk? How admirable.” She added, pulling away from Stripes but soon pulled her blade against Breeze. Stripes wanted her to stay strong, but her assistant Breeze broke.

“They’re still recovering in the infirmary.” She blabbed out loud.

“Interesting.” Shadowmane said, still having her blade against Breeze’s neck. A thought suddenly crossed the assassin’s mind, so she turned back to Stripes.

“You mentioned how they were recovering, but you never mentioned why they needed to recover.” She asked, while yanking Stripes by her mane. “May I ask why?”

“They were trying to stop the monster you created.” She groaned. “After humdrum mutated, he attacked the girls and I had to bring them back here along with him after he was knocked unconscious.

“She must be talking about their little sidekick I threw in our little experiment.” Mane-iac said.

“You did that to Humdrum?” Calm Breeze asked in a distraught tone.

“Why, yes we did.” Shadowmane said. “But back to the question. I don’t get fooled easily, so don’t lie to me. If you do, well, your assistant here will be in for a world of hurt.”

Stripes had been determined to not tell the villains what had actually happened to the Power Ponies, but she had no choice. Sighing sadly, she said, “Alright, you win. The Power Ponies are in the infirmary, in stasis pods.”

Mane-iac grinned at this new information, and spoke. “Take us to them. And don’t worry, I will carry you.” With that, she wrapped her mane around Stripes, and picked her up. Shadowmane hefted up Breeze onto her shoulder, and spoke. “Take us to the infirmary.”

Stripes sighed, and nodded, before beginning to direct them to the infirmary. Once they arrived at the infirmary, they could see the Power Ponies still inside of the pods that Stripes described earlier.

“So you weren’t pulling our legs.” High Heels said in delight. “All of the Power Ponies are all in pods.”

“Not everyone is here.” Shadowmane said in response. “Masked Matterhorn isn’t with them.

“The Masked Matterhorn is still dealing with Humdrum.” Stripes said matter-of-factly.

“I haven’t seen that little runt since we were locked up here.” High Heel said in response. “I still want to pay him back for knocking me out earlier.”

“We’ll worry about him and Matterhorn later.” Mane-iac said. “We at least have her little possy to deal with.” She added as she, Shadowmane, and High Heel walk over to the console that controlled the stasis pods.

“So how do you work this thing?” High Heel asked.

Stripes nodded her head towards a console on the wall. “That console controls the pods. If you unfreeze me I could-” She was cut off when Shadowmane took the flaming katana and slashed the console, causing it to malfunction. It sparked and spluttered, the power in it having been cut off.

“Nice Try.” Shadowmane said, turning to a distraught Stripes.

With a Whoosh and the sounds of fluid draining, the pods slowly opened, the fluid in them having drained away. The girls, who had been leaning against the pods while in stasis, fell out, startling them, except for Shadowmane. The girls started to wake up, moving around and stretching. They then opened their eyes, looking right at the smiling villainess mares as they hold their hostages.

“Been meaning to pay you bitches back for earlier.” High Heel said, walking over to Fluttershy as she did so. “And I guess I’ll start with you.” She pulled her leg back, preparing to kick her, only for Fluttershy to lunge at her and kiss her on the lips. High Heels was shocked to say the least, as her face burned bright red in response. Fluttershy just kept her lips locked with hers.

The room was filled with mixed reactions from this. Mane-iac was shocked to say the least, while Breeze and Stripes had worried looks on their faces. Shadowmane was confused as to what was going on.

“Well this has turned into a really rough day.” Stripes said in exasperation.

High Heel struggled with Fluttershy for several seconds, before successfully forcing her off.

“What the fuck was that about??!!!” She yelled, looking back at Fluttershy who just smiled and stared at her with hearts in her eyes and drool in her mouth.

“You… taste… amazing…” She cooed as she crawled over to her. High Heel backed away from Fluttershy, still bright red from the sudden kiss.

“What is wrong with you?” She asked, still backing away from her. She suddenly felt a mares breasts behind her. She turned around to see Pinkie looking back at her with a seductive grin.

“Somepony needs some attention.” Pinkie added, reaching around and groping High Heel’s breasts. High Heel had to repress a moan since Rarity started licking at the nape of her neck. Meanwhile Fluttershy suddenly got between High Heel’s tights and started to lick at her marehood. The mares faces were just bright red from the display they were seeing.

“Somepony get these two off of me!!” She shouted, shaking the mares out of their shocked state. Mane-iac used her tendrils to grab the two lusty mares, and dragged them away.

“No fair… I wasn’t done...” Pinkie wined, turning towards the Mane-iac.

High Heels panted, and was confused as to what just happened. Two of her arch enemies suddenly kissing and molesting her as if they were lovers….not something she thought would ever happen to her in her villainous career. Shadowmane then turned to Stripes and Breeze.

“What was that about?”

“It was what I was trying to tell you earlier, before you tried to kill me.” Stripes began. “The Power Ponies are infected.”

“Infected??!!” High Heel shouted. “What kind of infection could cause them to do...this?!!!!” She added pointing at the lust dazed Pinkie and Fluttershy.

“You’re little experiment with Humdrum became a bust and turned him into a lust induced monster.” She added. “And as you can see, this is what became of the Power Ponies after he got his hands on them, and I fear that if he gets out, he’ll turn all of Maretropolis into his personal breeding ground.” Stripes explained.

“Our super soldier experiment did this?” Shadowmane asked, still confused as to what was going on. She soon flinched when she felt somepony brush up against her leg. She looked down to see that Applejack and Rarity were rubbing up against her body.

“Hey, get off me!” She shouted, getting from between them. Rarity and Applejack wined in response not feeling against the assassin. She then turned to the still frozen Stripes and Breeze.

“Can’t you control them?” She asked.

“I can’t...” Stripes stated in a blunt tone. “They each took turns with Humdrum to try and drain him of his hormones for your serum to wear off. But at the rate he’s going, and with what he did to the Power Ponies, he looks as if he’ll last for days.”

“Sorry, but this is out of our control…” Calm Breeze added, agreeing with Stripes. Shadowmane was about to force them to explain what was going on further, but her legs were suddenly grabbed by Starlight and Trixie, who stared back at her with lust.

“Hello, sexy.” Trixie said, brushing up against her left leg. Starlight followed suit with Shadowmane’s right leg. Shadowmane suddenly felt her hood pulled off, revealing a dark black mane with a set of golden eyes. Her outfit was similar to Mare-do-well’s outfit before it was ripped up, but they found out that the assassin was hiding a rather curvy figure underneath the large hood. Her suit was skintight, outlining her heart shaped butt, slim waist ,and her plump EE-cup breasts.

“Who would’ve thought that an assassin would hide such a beautiful and sexy body.” Trixie teased while Starlight was casually holding Shadowmane’s hood.

“Hey, that’s my hood!” She shouted, trying to get it back. She was about to take a swing at Starlight, when she was suddenly kissed by Trixie. She was soon forced on the ground by both mares as they continued to tease and grope her assets.

“Alright, enough of this…” Mane-iac called out, using her tendrils to grab all the lust dazed mares in the room. She looked at the mares in her mane, checking to see if she had them all, but noticed that one was missing.

“Zapp.” She growled. She was missing Zapp.

Suddenly, she felt her butt slapped, causing her to yelp and turn around, only to find herself looking at Zapp, who was looking at her with lust.

“Wow. You got some nice melons, don’t you?” Zapp said, groping Mane-iac’s melons. The pleasure she was receiving from her large melons being groped was causing her to lose focus on her mane, allowing the lust filled mares to become free. Mane-iac could feel her melons churn with milk as they were groped. Soon, she was lactating through her suit, and her milk started to stain her jumpsuit.

“Ooh, you even lactate…” She added with a moan, and reached for the zipper on Mane-iac jumpsuit. She found the zipper on her chest, and pulled it down, letting her leaking melons bounce free. Rainbow Dash then moved towards Mane-iac’s left breast and started to suckle. Mane-iac started to moan in response when she felt Rainbow Dash drinking her milk as if she was her foal. She was about to force her off when she felt her lips mashed by Pinkie Pie and Fluttershy, going for her marehood.

Shadowmane and High Heel soon get molested by Rarity, AJ, Starlight and Trixie. High Heel could feel her zipper pulled down letting her rather large breasts spill from the jumpsuit. Rarity wasted no time taking one of her nipples in her mouth while Applejack, claimed High Heel’s mouth as she made out with her.

“Is there anything you can do to slow them down?!!” Shadowmane barked.

“We would if we could move our limbs…” Stripes remarked. “And you can’t seem to reach the console with the Power Ponies currently molesting you right now can you?”

Shadowmane contain a moan when Trixie used her own horn to break part of her jump suit in the crotch area and didn’t waste time in lick her shave pussy like there is no tomorrow. Starting to panic and getting a hand free she reach for 2 darts with the antidotes and hit both Stripes and Breeze, releasing them from their paralysis. “There! Now HEE…HMPHJT!!!” Shadowmane try to yell, but Starlight claim her face and forcefully made her eat her up while Trixie tickle her so she used her tongue as well.

Meanwhile Zapp has leave Mane-iac for a second only to return with the sperm sample Stripes was investigating with. Not knowing what the container was, Mane-iac start to fear as she shake her head. All the while, Zapp nods her head and drink the sperm in one big gulp, only to force feed it to Mane-iac with a force and intense french kiss, even making her swallow it by pressing her pinkie finger inside of the mare anus making her gulp from the surprise.

Stripes and Breeze could feel the antidote working as they were finally able to move their limbs again. Seeing as they were finally free, Stripes gets behind the console and pushes a few buttons.

From the console 8 sets of ear plugs open and Stripes take two putting one of them on and passing the other to her assistant. “Put this on.” She order and Breeze comply. Once put Stripe press a button and a low frequency start playing in the room frozen every mare in place.

“W…what is…happening!” High Heels asked in panic trying to move her body away from the crazy mares to no avail.

“Why can’t we move?” Shadowmane said finally getting her lips free from Starlight. She then turns to a smiling Stripes as she and Breeze were looking at them “What did you do?!”

“That frequency you’re all hearing is what is currently hindering everyone's movement, except for us.” Stripes explained.

“Oooh... kinky! Ok me first, me first! Use me as a dinner table!” Pinkie tells with excitement thinking of the situation like a dirty role play. The villains flinch at the idea but the doctor and assistant pay no mind to her.

“So, karma for me hitting you with Paralysis and threatening your assistant? Is that it?” Shadowmane shot back as things immediately took a turn for the worst after what happened.

“I was thinking we would work out a new deal.” Stripes began as she walked by the frozen villains as well a the Power Ponies who couldn’t help but gaze at the zebra mare’s lovely assets. Stripes paid no attention to them, and take Shadowmane away from her captors. “Hey! We were using that!” Trixie wines.

Ignoring their complains he put Shadowmane over her shoulder and motion to her assistant to go grab High Heels and Mane-iac.

“What, you want me to carry those two? B…but professor…”

“NOW!” Strip yells in anger making all the mares moan in excitement and Breeze flinched and comply.

“Oh yeah you sexy doctor, order us around.” Fluttershy tells with a drool on her mouth. Strips and Breeze just ignore her and focus on getting the villainess mares out of the room. Breeze starts of with High Heel and got her away from Pinkie Pie and Fluttershy, mush to the dismay of the two mares.

“Aw, no fair!” Pinkie called out.

“We’re still not done yet.” Fluttershy added with a pout. Breeze just does her best to ignore the two and moves High Heel out of the room. She soon tries to get Mane-iac away From Rainbow Dash, Rarity and Applejack, but when Stripes notices Mane-iac being taller and her assistant struggling to even move her, Stripes sighs in response and decided to help her assistant carry her too.

Once out of the room Stripes turn around and it's about to seal the medical wing of the building when a thought cross her mind and she look at Fluttershy in panic who was still air kissing her. “Hold on.” She tell her assistant and return to the room to pick up Pinkie Pie.

“Yay me first!”

“SILENCE!” She orders and Pinkie shivers and nods, her marehood getting wetter. Moving her body like a doll she change her position as well as Fluttershy, Applejack and Trixie. So now Fluttershy face were facing Pinkie left nipple, Trixie was put directly beneath Fluttershy marehood and Applejack face was facing Trixie marehood while her legs rest on Pinkie shoulder giving her access to the farmer pussy and ass.

“Now eat each other!” Stripes orders

“Yes Mistress.” All the mares say at the same time and comply with a happy tune as the rest left out just whine at the show.

With a sigh Stripes leaves the room and lock it behind her.

“Why did you do that professor?” Breeze ask in confusion.

“Do you remember what Saddle Rager’s power is?”

“Yes.”

“Do you want an angry, horny house tall Saddle Rager monster coming at you?”

“Oh…oh!” Breeze understand the implication and turn pale as the others villaines while the 5 of them retreat to the command center.

Once safe Stripes sit and look at the villains, “Ok now let's talk a deal.”

“Save it doctor.” Shadowmane is the first to talk “We know when we are beaten, just call the police so we can be arrested and leave this mad house.”

“Leave? Oh I’m sorry Shadowmane I’m afraid that will be impossible. You see because of what you did to my control panel, and the situation we were dealing with of the Power Ponies condition, I was force to make a tough call and put this entire building in lock down.” She tells looking down. “Nothing gets out or in for at least…” She look at a wall clock “…two more days.” She tells before sighing, realizing that a whole day has already pass.

“So we’re stuck in here?” High Heel groans in response. Mane-iac and Shadowmane were pretty pissed about the situation as well. But seeing as they couldn’t get out of this situation, they really didn’t have much of a choice.

“What do you want?” Shadowmane finally speaks.

“For now? Working together. Whether we like it or not, we are what is left of sane ponies in this building and if we start to fight and argue now, we will be destroyed either by Hum Drum or the now crazed Power Ponies. So I invoke a temporary truce, so we can all survive this crazy ordeal.” Stripes explained. She also adds this into it.

"You think they are bad now? Just imagine what would happen when they used their powers on you to try 'new things'"

“What?” High Heel asked in shock and fear.

"Tell me, what do you think would happen, when Saddle Rager gets mad yet is still as horny as she is now?" She added “High Heels you experience her ‘loving kisses’ just a second ago and know that it wasn’t easy to get away from them, picture this, same situation but now with a mare that can break you like a twig if you dare refused anything she does to you” Stripes tells with a neutral tone as she watch the color in the mare in question drain completely.

“Or this, Mistress Mare-velous or Zapp, one try to tie you up so you are at their complete mercy the other try ‘extreme’ experience by experimenting lighting on your groins, do you think any of them will be dedicated?”

“Ok! You made your point!” Shadowmane tells starting to get afraid of what is behind the room they were currently in “We have a lot to lose if we don’t comply.”

“The point is, all of us had two options, we work together and survive or it’s every mare for themselves and be hunted down like animals one by one, your choose.”

The villains look at one another debating Stripes words and think it over before finally nodding and looking at her. “Fine, we will play by your rules, for now.” Mane-iac responds.

“Good in that case I will make the walls in this hermetic so you don’t hear the sound anymore, so we can properly think of a plan. But first since you have super powers and we don’t, we will have to had a little assurance that you will not try anything funny.” Stripe says eyeing Mane-iac

“Gee, somepony needs to remove the dildo stuck between her butt cheeks.” Mane-iac says with a roll of her eyes before looking at her with a creepy smile. “Do you wish from some help?” She tells with a wink.

“No, but you will wish if you try anything” She tells before going into her console and pressing a bottom she take out from a compartment sets of metal wristbands from it. “The deal is easy, listen to us and stay calm? Everything is fine and this will only track your moments. Attack us or try to run away? Sleeping poison will be injected into your bodies, and we will not help you from whatever creature finds you vulnerable.”

Stripes explain before putting the wristbands on the tree villains

“Fine, now you have your insurance, so lets us move already!” High Heels tells getting impatient from being frozen in place.

Breeze nod and press a button that makes the walls ermetic silencing the sound and allowing the villains to move again. Shadowmane in particularly stretch before remember something and look at the others “Ah do you by chance…”

“…If you don’t mind being in one of the power ponies spare outfits, from 3rd to 8th locker on the right” Stripes tells pointing to a row of lockers, in the room.

“Thanks” Shadowmane nods and goes there to find a replace for her now hollow outfit so her crotch is no longer exposed.

With that out of the way, Stripes and Breeze take out their ear drums. “Can you hear me now Breeze?”

“Yes doctor.”

“Good, in that case GO GET DRESS IMMEDIATELY!! AND I SWEAR CALM BREEZE, IF I FIND YOU NAKED IT ONE MORE TIME, I’M THROWING YOU RIGHT AT HUMDRUM’S DICK MYSELF!!!” Stripes says in anger making her assistant jump from the outburst and rushing to a locker where she finds a third change of clothes witch she wish will be the last one she will ever need.

Author's Notes:

Credit to fellow writers in the title description as well as Steel Quill for some edits he pointed out for me. This was a rather interesting wake up call for the villain mares after they took the Power Ponies out of stasis, but don't worry. There will be more sexiness in the next chapter. Lesbian chapter is credited by PuzzleMaster98 and a few special bits from Lightning Ace as well.