Author's Notes:

Sorry for the long wait everybody, I've finally finished the 3rd chapter and if you see any errors, go ahead and point them out and I'll try to fix it, so as always, thanks for your patience and support and remember to stay tuned and brony on.

Some time after you finished your time with Derpy Hooves, you wasted no time in making a mad fast walk back to Twilight's castle, ready to go off on her, and not in the way she's fantasizing. At the pace you were walking, you would at the castle in no time flat. Not a single pony in the entire town was going to stop you, and soon, Twilight's castle came into your full view in the distance. You walked faster and got closer to the castle by the second until you were finally at the front door, pulling it open and walking inside.

You closed the door behind you and walked towards the stairs and started calling out Twilight. "Hey, Twilight, where are you, I gotta talk to you!" you shouted. You got no response. "Twilight, this is serious, I know what you did to me this morning, I'm not letting you off the hook until I get an answer right now!"

But, you still got no response. You got a little impatient, but you kept on walking throughout the castle and soon heard the sound of running water coming from the hallway. You walked down the hall and stopped at a door with steam coming out from the small gap under the door. You rolled your eyes and knocked on the door, but one knock was enough for the door to open up. Somehow, she might have known that you found out about the potion and that you were coming back to talk to her about it.

"Twilight!" you called out.

"Come back so soon?" Twilight called back from inside the shower. The shower in question was a glass box covered in steam and you could see the Princess of Friendship washing herself inside it. "Well, don't just stand there, get in and close the door, you're letting the steam escape."

You facepalmed yourself and just did what she told you. However, you didn't move from your spot and leaned against the door while conversing with her.

"Twilight, why did you sneak your potion into my breakfast this morning? I thought we made it clear that after I drank your first potion, you wouldn't ask me do drink it again, that was the deal we made. Now because of you, I ended up making love with the Cutie Mark Crusaders and Derpy. But, if I'm gonna be perfectly honest with you, I did enjoy my time with them."

"I know, but I just couldn't help myself. I spent most of my time coming up with a way to alter the potion so that it wouldn't affect me or my friends again. I know it was wrong for me tamper your food earlier this morning, but I just wanted to make you happy."

"Seriously? Twilight, you could have put every mare in this town under the spell of the potion you fed me, well, except for your friends, but how do you think they feel?!"

"Well, look on the bright side, at least the herd'll get bigger. Think about it, by the time Spike comes back from his trip to the Dragon Lands, you and Spike'll have your very own harem. And like I said before, as long as you're faithful to your harem, me and the girls'll accept it."

You sighed in defeat and lightly bumped your head against the wall. "Regardless, the next time you do that, I'm not going to be so forgiving. No more spiking my food like that without telling me."

"Okay, it's a deal. I'm sorry." Twilight chuckled.

"Good. Now there's one other thing I want to ask you."

"Hmm? What is it?"

"About that spell that increases my stamina and endurance, how long does it last?"

"The spell I put on you is sort of permenant, if you get hungry, just find something to eat, otherwise your unlimited stamina won't be."

"Okay, thanks for the heads up. I think I'm gonna go wander off back into town and lay low for a little while until I'm ready for some lunch."

"Sounds like a plan. But... are you sure you don't wanna stay... not even for a minute or two?" Twilight's tone turned more seductive when she turned towards your direction and pressed her boobs against the glass window of the shower, making you blush.

"...Hmm, let's see, how about... OH HELL NO!!!" you shouted and sang as you bolted out of the bathroom and ran down the hallway to where the stairs were. You then slid down the slope of the handlebars until you reached the bottom and bolted out the door, out of Twilight's castle.

"No way am I gonna give her another fuck session. She's already had more than enough of her fair share and I am not going to give her more than enough of what she already got. I'm getting the hell outta here. But where am I suppose to lay low when this whole town is crawling with mares in heat?"

You pressed your head against the palm of your hand, groaning as you were thinking. Ponyville was far from considered to be the ideal hiding place at the moment. You thought long and hard about where you can lay low and the only place that seems like the ideal hiding place was the cave filled with jewels. It was a little ways away from where you were at right now so it shouldn't be too big of a hustle to get there.

Not even hesitating, you ran as fast as you could back into town. All the while, you were on the lookout for any horny mares that might be wanting a piece of you. It seemed awfully strange that most of the stallions weren't around after this whole fiasco began.

They were either taking shelter in their comfortable homes and laying low until then or they were probably out of town on some kind of important assignments or something. There's no denying that you were on your own from the very moment this incident started and you're most certainly going to be on your own once this whole thing dies down. Well, so much for asking for help. But at least it's not gonna be so bad for you, since you've already made 4 more mares a part of your herd. No harm in having a few more.

You moved through the town as swift and quietly as possible without being detected. You spotted a couple of pegasi up in the air, scouting the area of any stallions. You had to take cover behind one of the bushes. You made sure to quiet your breathing and remain perfectly still.

The pegasi in the air stopped searching and just flew off. You sighed in relief and ran off, never looking back and praying that they didn't notice you. The rest of the run felt like it went on forever, but you eventually reached the caves where not a pony was in sight. However, you were still near the entrance, so you walked deeper into the cave until no one was able to locate you. Now you could take a breather and relax, so you leaned up against the cave wall and slowly sat yourself down.

"Finally, I get to relax." you said.

"Why, did something happen?" asked a female voice. You froze when you heard a someone's voice and looked up to see that it was Pinkie's older sister, Maud Pie. You met her a few times when she was coming over to visit Pinkie Pie, but you could never figure out what she's feeling since she's always putting on the same dull expression as well as speaking in her monotone voice. Let's just hope that the reason Maud's confronting you isn't to take you to her bed.

"Uh... hi Maud. I-It's nothing important, I just needed to relax after some exercise." you replied.

"Exercise? What kind of exercise, running?" she asked again in her usual monotone voice. "I couldn't help but notice how you were running so fast into the cave earlier. You don't have to keep things hidden from me, you can just tell me what's been going on, I won't tell anypony."

You started to think that maybe the heat spell didn't work on Maud. If it did, she would have shown signs by grabbing you and pulling you into a make-out session, or taking you to her bed and riding you, but she hasn't done any of those things.

'I wonder if maybe the heat potion doesn't affect mares who are too deep inside a cave. Hmm, she's not making a move on me so I might as well give her the benefit of the doubt.' you thought. "Okay Maud, the truth about why I was running so fast is because I wanted to get away from the town of Ponyville. Twilight snuck a drop of her heat potion in my pancakes earlier this morning when I told her I didn't want to drink it after the first time that happened when she and her friends ended up getting into my pants. Now every mare in town is after me and they won't rest until they're fucked to sleep." you said, almost panicking.

"...Come with me, I'll make sure no pony tries to get you." Maud replied in her monotone voice. You dumbfounded when she said that. As usual, you just can't predict Maud. However, something in your gut made you think that something wasn't right here.

You kept following Maud and suddenly glanced down at her hips. You noticed she was giving them a little added sway with each step she took. 'Crap! I should've known it was too good to be true!' you panicked in your mind, thinking this was the end of you. You've seen how strong Maud is and you can only imagine the immense pain that you might feel when she rides you.

Soon, Maud brings you to her home which is near a beautiful waterfall inside the cave. There was even a pond and a small wooden dock.

"You can take shelter here, but... there's something I want you to do for me." Maud says, expressionless.

"W-What is it?" you asked, nervously.

Maud turns to you and gently grabs your shoulder and strokes your cheek, "I want you to kiss me." It's just as you thought, the heat potion had no limits to where it can travel. But on the bright side, Maud is actually a pretty attractive mare and you didn't want to leave her hanging. With a sighing smile, you leaned in and kissed Maud straight on the lips. You and Maud held off on the tongue, so that was a good sign that she wasn't losing complete control, and to make things better for her, you hugged her.

She embraced you in her arms and leaned forward, deepening the kiss with you. Her incredible bust size mashed with your chest as you began to dance your tongue with hers. Maud became more bold when she reached down to feel your ass and squeezed it.

You hummed and brought your own hand down to her plump, round ass and gave it a few good squeezes and a slight smack, making her break th kiss. She pulls away from your body entirely and grabbed the hem of her shirt, taking it off and revealed her bountiful F-cup breasts. Maud probably didn't care much for wearing a bra and perferred the feeling of her incredible bust size to be let loose. She then proceeded to take off her skirt and show off her black panties. Those come off, shortly afterwards.

Maud grabs her panties from the floor and twirls it around on her finger. "Am I hot enough for you?" she asks with her usual monotone voice.

Your face heated up really quick as you kept staring at Maud's hot, naked figure. You quickly grabbed your shirt, took it off and tossed it aside and pulled down your pants and boxers, showing off your raging hard-on, though it was hard to tell if Maud was aroused or wasn't impressed.

"Good, I see you're nice and ready. Lay down on my bed." she said. You obeyed and made your way onto her bed and sat down in the center. Maud Pie walks up to her bed and climbs on, crawling towards you and sits herself next to you, leaning on your shoulder.

"You know, I've never done this with other stallions before, let alone another human." she says. You gave her your attention and listened to what else she had to say. "You see, every day, when I see ponies walking together like happy couples, I sort of get a little jealous. I don't really have the best luck with boyfriends because I don't show my emotions like my sisters do, I even tried to give other mares a chance, but you can probably already guess how well that went for me."

"Aww, Maud. I'm so sorry you feel this way. Come here." you said, hugging and kissing her. It only lasts a few seconds until she breaks away with a small smile.

"You're the first one who's ever shown an interest in me. Maybe if you're not too busy, we can do this again sometimes, what do you say?" she asked. You answered her by placing her on your lap and rubbed her pussy and massage her boob. She looks over her shoulder and leans back onto you and reaches down to stroke your cock, making you moan. "I'm going to make you feel so good. Just promise me you won't stop pleasuring me until you've made me cum."

"I... I promise!" you moaned softly. Maud's soft, velvety hands expertly stroked your cock. You kept playing with Maud's pussy and admiring her bust size. Your fingers dove inside her wet vulva, getting a good feel of what you'll give her after you've finished fingering her.

Just then, your breathing starts to grow heavy. You felt her other hand reach further down, playing with your balls and never stopped stroking you. You stuck in another finger inside of her pussy, doubling the pleasure for her as well as playing with her clit by using your thumb. Maud's reaction was a deep inhale and her fur began to stand on end. She's probably just like Pinkie Pie.

"How does my pussy feel?" she asks, still speaking in her monotone voice.

"It feels soft and slippery. H-How is... oh sweet Celestia, how is my cock?" you asked her, unable to surpress your moaning from how good it felt. Maud looks at you with a smile.

"Your penis is so hard, like a rock. I could actually start bucking you right now if I wanted to, but I want to savor this moment for a little while longer until I cum" she replied.

"Very well then." You said. You added your 4 fingers inside of her pussy and used your thumb to rub her clit, which caused her to inhale deeply. This was probably Maud's most sensitive area. If that's the case, you wasted no time in rubbing her love button even faster. Maud's heavy panting was a good sign to tell you that she's enjoying the pleasure and returned the favor by stroking your cock more erotically.

"Your hands are very skilled. I'm probably going to cum a lot sooner than I thought if this keeps up." Maud said, giving you a small smile. She tries turning you on by rubbing her fine ass against your waist. You kept on fingering her pussy as well as rubbing her clit. Of course, your other hand was busy fondling her enormous breast while twisting and tugging on her breast nipple.

Every chance she got, Maud would turn you on with her unique talents. Maud might not be good at showing her emotions to anyone, but that doesn't mean she's not an attractive mare. In fact, you thought she was pretty sexy and so beautiful. Maud leaned over her shoulder and locked her lips with you and engaged in a passionate and loving tongue dance. Your fingers got a good feel of her inner mare walls, rubbing against the soft, slippery parts of her pussy, causing her juices to squirt out a bit.

Maud was definitely feeling more aroused by the second, but so were you. While she had you locking lips with her using one hand, her other hand would switch constantly from stroking your cock to massaging your balls, making you moan a bit inside her mouth.

Sadly, for Maud, she hit her limit when you felt her juices squirt out of her pussy when your thumb rubbed her clit in a fast, circular motion, which caused her to coat your fingers in her juices. And for the time, Maud groaned in pleasure while still holding you in the kiss. After her climax died down a few seconds later, she broke the kiss and turned herself around to look directly at you with a content smile.

"Your hands are pretty good when it comes to pleasing a mare. I could actually fall for you," Maud said.

"I could fall for you, too. You're a beautiful mare and you're very skilled with pleasing a man," you replied. Maud catches you by surprise by pushing you onto her pillow with her on top of you. Her huge breasts got pinned against your bare chest as she rubs your cheek and plunges in for another kiss. Her pussy lips rubbed against your stick, thought it wasn't inside her, you can still tell that her pussy is swollen from the heat spell and she needed to have that removed as soon as possible.

"I can't wait any longer. If my heat isn't taken care of, I'll go insane," she said in her monotone voice. She lifts her lower body up a bit and grabs your shaft, lining it up with her pussy and sank back down.

You groaned from how tight she felt, but it still felt good to be inside of her. Now that she had you right where she wanted, she laid back down on top of you and made out with you more hungerly while she bounced her lower body on your shaft, shoving it into her deepest parts that even you couldn't reach. Meanwhile, you wrapped your arms around her, holding in the kiss. Whether Maud was a virgin or not, she was riding you like a pro and the way you showed her so much love made her feel even happier.

Maud's tongue had your tongue pinned down with no escape or any chances of dominating her. You stroked a few locks of her hair while she kept kissing and riding you. Maud opened up her eyes, allowing you to gaze into them to your heart's content, making you want her so badly.

In a swift motion, you switched positions with Maud and had her on the bottom. You took over and started humping away deep inside this horny mare. Her breasts jiggled and bounced beautifully up and down and slowly, her expressionless face was changing. You noticed Maud's face turning a slight shade of red, she would emit lewd, quiet moans from her mouth and her heavy breathing grew louder.

"Mmm, your penis is so much more pleasurable than a rock," she says, almost expressionless, but you tell there was a hint of excitement in her voice. This only meant one thing: Maud Pie's true feels were starting to come out of her shell and who knows how long they've been buried away.

You grabbed her legs and pumped your shaft as hard as you could inside her wet vulva. Her moaning grew louder by the minute and Maud's face was turning more red than before. You instantly thought it was a heavy loss for any stallion to overlook such a unique and beautiful mare. To have her here with you, banging her senseless was a blessing you would never forget.

A sudden burst of her honey stream soon hits you when she climaxed on your shaft, causing you to suddenly groan and blow your hot seed inside of her unexpectedly.

"Mmmmmmmm, oh yeah!" Maud moaned. Your climax didn't stop there, you held her legs up and kept thrusting inside of her pussy, emptying out as much of your cum as you possibly could. You buried your cock so deep inside of Maud, it even overflowed her womb. Her belly wasn't extremely bloated, but it was slightly bulged a bit and she didn't look like she was ready to call it quits.

"Oh man, that caught me off-guard! You okay, Maud?" you asked between breaths.

"M... More... I want more," Maud muttered. She somehow regains her strength and pins you down. "I won't be satisfied with just one round. I'll make you cum inside me so much, your balls will shrivel up like raisans!" she tells you, almost in a rather hungry tone. Though, you highly doubt you'll run out of seed by the time she finishes with you, thanks to a certain alicorn bookworm friend of yours.

Keeping you pinned underneath her incredible body, Maud grabs your shaft and aims it back under her pussy and slams it back down on it.

"Mmmph!" you grunted. Maud slapped you hard across and then kissed you roughly while bouncing her lower body on your hard shaft. Maud's slaps hurt like hell and yet you liked her roughness. Maud then released her hold on your hands, which you used to wrap around her gorgeous body, caressing every inch of her while she rode and grinded her hips on you. Maud gave out low and quiet moans and dominated you in her little make out session, pinning your tongue under hers.

You squeezed her ass cheeks and spanked them hard. Maud's emotions were really starting to show and you loved how sexy she sounded when she was nearly breaking out of her shell. Maud kept riding your cock, driving into her deepest parts of her pussy.

But there comes a time when even you need oxygen for air. Try as you might, Maud did not pull away. She was too caught up in the heat potion to pull away. The only other way you could get her off of you was that one trick you used on Twilight when she got overtaken by the potion. So, you placed both of your hand on her huge breasts and attempted to lift Maud Pie off of you. Maud Pie moaned, but tried her hardest to stay on top of you, never stopping her erotic bouncing.

Her inner walls squeezed your shaft so tight, It was nearly impossible to pull out. But with some luck, you managed to push Maud's upper body off of you, even though she tried to reconnect with your lips. You gasped for air and panted heavily as you tried to breathe in as much air as you could.

Then one look at Maud's hungry expression flipped a switch in your head and soon, you let go of her gigantic boobs and let her connect her lips with yours. This time, you started kissing her more hungerly. Maud kept slamming her pussy down onto your cock. The tip would sometimes press against the tip of her womb, almost sending her over the edge. Maud's lust and hunger began to change into love and passion, causing you to dominate her in the kiss, but you let her remain on top.

After quite some time, you couldn't hold it in anymore and shot your hot seed inside of her womb. Maud's eyes shot wide open and broke the kiss, feeling her own climax hit her and sprayed her juices all over your crotch like she was a sprinkler. She moaned blissfully as you painted her insides with your hot, sticky semen and could feel her stomach bloat slightly. Once both of you finally calmed down, she gets off and lays down next to you, wrapping her arms around your left arm.

"Sorry if I went a little overboard. That was the first time I ever had sex. I wanted it to be as special as possible, but I let my lust take control over me. I'm sorry if I almost suffocated you," Maud said in her monotone voice again, but with a little bit of guilt. You take another look at Maud and bring her in for another kiss, not out of hunger, but love and passion. She widens her eyes, then closes them. You held it for a few seconds then pulled away to gaze into her beautiful eyes, admiring her natural beauty.

"Maud, you don't have to apologize. You rode me so well, I almost let out a big one," you said, stroking her beautiful mane, making her smile. "So, are you feeling better, or are you still burning up down there?"

"Hmm, well... are you up for another round?" Maud asked. You chuckled and covered yourself and Maud with the blanket and got down to some more heated sex. Maud was surprised that you had this much stamina, but at the same time, she felt incredibly turned on.

Maud was unlike any other mare you had ever met. She lasted for a total of 10 whole rounds and was completely filled to the brim with your cum.

You both went at it, switching from so many different positions: spooning, reverse cowgirl, doggy style, hug-fuck, the old missionary position, ramming her against the wall while holding her legs up with your arms and cowgirl again just to make her feel special. As of right now, Maud was completely spent and had a belly that made her look like she was going in labor, which, to your dissatisfaction and relief, is still impossible due to your anatomys being completely different.

Maud was passed out on the bed with a beautiful smile and her pussy was leaking out your hot seed all over the bed sheets and you thought she looked so hot right now. But then, your happiness soon went away when you felt a hand being placed on your shoulder.

"What the hell did you just do to my sister?" asked a female voice. It sounded low and angry. You slowly looked behind you and only caught a glimpse of a blue-ish grey mare with silver hair and lime green eyes that glared directly at you with every intention to slaughter you. Without hesitating, she landed a hot punch to your face, knocking you completely out cold.