A Secret No More

by Jest

First published 11th of May, 2019

With renewed determination coursing through her, Diamond Tiara is intent on making friends with the rest of her former bullies, no matter what.

After fucking both Silver Spoon and Sweetie Belle, Diamond Tiara is far more confident, and with that renewed confidence comes an intense desire to make friends, the only way she knows how.

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Kinks Stomach bulge, large insertion, cum inflation, impregnation, age difference, a harem of mares, public, voyeurism, pregnancy, brainwashing, futa on mare, futa on stallion, and probably more that I'm forgetting.

A chapter will be posted every month untill completion, or you can head over to my patreon and see the nearly complete story before its posted here.

Chapter 1

Diamond Tiara sighed contently, resting her back against the small mound of pillows on her bed. Next to her, Silver Spoon lounged similarly, only she lay on her side, one hoof between her legs, rubbing her clit in a slow, exaggerated motion. Unlike the third pony in the room, Silver Spoon was silent, having bit her lip in order to stifle the moan she felt rising in her throat. The mare had not physically changed much over the past few weeks since she had first gotten fucked by Diamond Tiara and subsequently helped her seduce Sweetie Belle but that didn't mean there were no changes at all.

Her stomach had begun to grow, the small, barely noticeable lump in her midsection currently being rubbed by Diamond Tiara who smiled down at the mare. Diamond Tiara herself hadn't changed much, the dominant mare earning a little more confidence, and becoming a little more boisterous, but still retaining her humble roots and quiet mannerisms.

Unlike the ever loud Sweetie Belle, who currently had her crotch pressed against the pink coated filly’s pelvis. She was sporting her own tiny baby bump, but even more drastic was the mental change within her, evidenced by the way she threw back her head and moaned aloud, unabashedly giving voice to the pleasure that Diamond Tiara’s thick cock gave her. The massive appendage was currently planted deep in Sweetie Belle’s pussy, nearly bumping the young filly’s cervix with every single thrust. Something they made sure didn't happen, both ponies subconsciously worrying about their progeny which was even now growing inside the young mare’s womb.

The room they were in had changed as well, Diamond Tiara’s bedroom gaining more pillows, blankets, a larger bed and a bunch of assorted items of Sweetie Belle’s and Silver Spoons which had migrated to the dominant mare’s room over the course of the many long nights they had spent together. The windows were covered, small candles burning on the nightstand as well as around the room, the wax of which was beginning to drip down onto the floor, the flames drawing low.

Their morning love making session had lasted longer than anticipated, and several hours later and they were still going at it with reckless abandon. Even while cum dripped from Sweetie Belle’s and Silver Spoon’s holes, they still thirsted for more, the seed they had taken in over the course of a long hard session still not being enough for them. This appetite was perhaps the greatest change that had occurred amongst the three ponies, who took to one another like starving animals once given an ounce of privacy, and sometimes even without that same level of privacy.

Not like any of them gave such a thing any consideration, as they were long since past the point of caring if anyone saw or knew of their love making. Diamond Tiara had already long since ensured that their wombs were stuffed full, and her foals were growing inside them, so why worry she reasoned.

Silver Spoon bit her lip a little harder, a small moan slipping past regardless, her orgasm making her legs shudder slightly. The feeling was a familiar one by now, and the older mare sighed, pulling back her hoof and offering it to Sweetie Belle. Who stopped riding Diamond Tiara’s cock long enough to lick and lavish the limb in attention, suckling the juices off of it and swallowing it all.

A sight that made Diamond Tiara’s cock twitch and a fresh wave of arousal to course through her veins. For the first time in many minutes, she reached up and gripped Sweetie Belle’s hips, plunging herself deeper into the mare’s body.

“Stars above.” Sweetie Belle whispered, running a hoof down her face and chest, uncaring to the sweat and other fluids that matted her fur.

Diamond Tiara smirked and continued to hump into the mare a few more times, enjoying the sensation of Sweetie Belle grinding her hips as she was being fucked. Silver Spoon meanwhile, had stretched out and had slipped in a little closer to Diamond Tiara, placing a hoof on the dominant mare’s chest. “You know Sweetie Belle, your friends are going to start noticing your pregnancy pretty soon.” Silver Spoon pointed out, only to chuckle when the other filly’s belly sloshed audibly with seed. “If they don't ask why your belly makes that noise first.”

Sweetie Belle grunted, placing both forehooves down on the bed and giving a lusty look to the dickmare currently balls deep inside her. “I wouldn't worry about that too much.” She grunted suddenly, a shudder running through her body. “Scootaloo has some sort of family thing in Canterlot for like month or two and to be honest Apple Bloom isn't the most observant pony around.”

“Thats a nice way of putting that.” Silver Spoon remarked with a cruel smirk.

Diamond Tiara scowled at her friend, giving her shoulder a light punch. “Hey, be nice. Apple Bloom is a smart pony. She just doesn't use her eyes sometimes.”

Sweetie Belle couldn't help but giggle, unable to keep her hips in motion while she was laughing she pushed herself back up and sat firmly on the marecock inside her. She hardly paid any attention to the slight bulge in her midsection as she was laughing too hard. “That is so true.”

“I suppose your right, sorry Diamond Tiara.” Silver Spoon replied.

Diamond Tiara shrugged, and poked Sweetie Belle’s stomach, getting her attention. “But seriously. What are you going to do when they finally find out?”

Sweetie Belle sighed. “I don't know to be honest. It would be nice if they simply became your friends too, but I’m not sure they would be really willing to do that unless you… well you know.” The unicorn smirked, and gave the bulge in her midsection a tap.

The dickmare seemed to roll the idea around in her head, humming and hawwing as sheconsidered it. “I mean that would be nice but they would have to want it and I don't want to force them into it. What do you think Silver Spoon?”

“I mean Apple Bloom might be convinced to be your friend normally but I doubt that Scootaloo would be so easily convinced.” Silver Spoon shrugged. “I mean none of that would matter if you just convinced them to have sex with you.”

“True.” Diamond Tiara muttered.

“Speaking of which.” Silver Spoon began, turning to Sweetie Belle. “When was your boyfriend supposed to be coming over?”

Sweetie belle opened her mouth to speak, only for a small, hesitant knock to emanate from the door, alerting the three lovers that their question may well have just been answered.

Diamond Tiara Stopped and glanced around Sweetie Belle, looking to the door. “Who is it?” She yelled.

“Oh uh. Its me… Button Mash.” A small, nervous male voice half whispered from behind the door. “Your uh butler said to just walk in and well, here I am.”

Silver Spoon licked her lips and leaned in close to Diamond Tiara. “Do you mind if I gave him a little taste?”

The dick mare nodded. “That should be fine. I’ll keep rutting his girlfriend while you get him nice and hard.”

Sweetie Belle shuddered. “That is so fucking hot.”

Diamond Tiara barely forced down the giggle she felt building in her throat and raised her voice. “Come in, and lock the door behind you!” She yelled.

The male gulped audibly from behind the door, his hoof opening the door a crack allowing him to slip through and lock the door behind him. The colt’s mane was slightly more disheveled then usual, his trademark beanie no longer adorning his head, and a wild, nervous look plastered on his face. When his eyes adjusted to the dim room and he was able to see his girlfriend currently riding Diamond Tiara’s cock, he didn't gasp in surprise, or even really react at all.

Instead he bit his lip and kept his back legs firmly together, making sure to hide the small budding erection that threatened to poke out from his sheethe. From the angle he now stood he could see everything, from the cum that dripped from the two mare’s holes, to the slight bulge that was evident in Sweetie Belle’s stomach. He could even see the blissful expression on Sweetie Belle’s face, an expression he knew he would never be able to give her.

“Like what you see?” Silver Spoon asked.

Button Mash gulped, opened his mouth to speak, only to close it a second later as he realized he had no words to communicate what he was feeling resulting in the male merely nodding his agreement.

Sweetie Belle continued to ride Diamond Tiara in slow, exaggerated motions, grinding her hips, and making loud, lewd noises as she did. Though it felt a little too exaggerated to Diamond Tiara, the effect on Button Mash was immediate, and he stood there, awkwardly gaping, watching every movement of his girlfriend’s hips with extreme focus. Noticing this, Diamond Tiara felt some latent, dominant urge inside of her awaken and she gripped the mare’s hips in her hooves and thrusted hard into her already full cunt.

Both ponies moaned aloud, with Sweetie Belle running her hoof down her chest as she continued to wiggle her hips and Diamond Tiara thrusted into her. It was clear to Silver Spoon that they were putting on a bit of an act, half their attention pointed at Button mash in order to give him a show while the other half was on each other. Diamond had turned up the possessiveness and grabbed and squeezed the mare’s flanks while occasionally sneaking a small kiss from Sweetie Belle. Who in turn moaned a little louder each time their lips met, the mare shaking the second their bodies connected in such a deep, intimate matter.

Button Mash merely stood there for a few seconds, unable to tear his eyes away, hooves rooted firmly to the ground. His cock slowly emerged from its hiding place, poking out of its sheethe and hanging under his belly. It was small, only slightly below average, with a normal girth and several slightly lighter brown spots covering it. A thin bead of precum leaked from its tip, dripping down its length and finally falling from his balls, to the floor.

Silver licked her lips and motioned for the stallion to come over to the bed, something he only seemed vaguely aware of and following the order robotically, his eyes never leaving Sweetie Belle and Diamond Tiara. With awkward hooves he climbed atop the bed, giving the two lovers a wide berth and silently gawking at just how noticeable Sweetie Belle’s cum filled belly was this close.

His nostrils flared, and his body shuddered, his brain registering the scent of a far more powerful and far more dominant male in the room. The smell clung to everything, and the second he sat down on the bed, he knew it now clung to him, marking him as something Diamond Tiara owned. His conscious mind didn't even seem to fully recognize this, but a more primal part of him did, and his tail raised slightly, his cock twitching needfully upon realizing this.

A hoof caressing his side seemed to draw him out of his fixation though, and he looked over to the grey coated and heavily pregnant mare that rested next to him. Her eyes were filled with lust, and it took only a single glance within to tell him exactly what was going to happen. In that moment he knew he didn't really have a choice in the matter, not like that mattered to the colt anymore, his will was already no longer his own and he simply didn't care.

A hoof caressed his hard cock, while another gently positioned him next to the coupling mares, giving his back a place to rest, and a perfect view of the action. He hardly even noticed Silver Spoon settling down on the other side of him, the mare almost forgotten under the weight and the sheer presence Diamond Tiara had.

Sweetie Belle bit her lip and moaned loudly, eying Button Mash out of the corner of her eye. “Hey baby.” She whispered, her hips staying in motion as she spoke.

“Hey.” He whispered weakly, waving a hoof as he continued to stare at her.

Diamond Tiara chuckled and leaned back into the small mound of pillows, relaxing and placing her forehooves behind her head. “You got a hot girlfriend Button Mash.” Diamond Tiara complimented.

Rather than be irritated by the obvious jab, Button Mash merely nodded weakly. “Y-yeah. She is really hot isn't she?” He muttered.

“Totally.” Diamond Tiara replied. “I can't believe you never got to fuck her. She was super tight the first few dozen times.” She smirked. “Now though? I bet she wouldn't even feel you.”

Button’s cock twitched, another small bubble of pre erupting from his tip. “Y-yeah, probably.” He whispered, while trying to direct his gaze away from the massive pillar of mare cock pumping in and out of Sweetie Belle’s stretched pussy.

It was easily larger than his, probably twice his girth and three times his length, the bulge being so far up Sweetie Belle’s stomach that he couldn't help but wonder how she even managed to take it all. Not only that, but she had managed to take it in both of her holes as evidenced by the small river of cum that ran down her ass, proving that not only had Diamond Tiara violated her pussy but her other hole as well.

As he continued to stare at the massive pillar of cock, Sweetie began to pull up a little further each time she bounced on Diamond Tiara’s pole. Giving Button Mash a better view of the dickmare’s titanic erection and further driving home his own inadequacy when compared to the dickamre’s sheer enormity. The thought that he would never be able to pleasure Sweetie Belle as well as Diamond Tiara could was a strange thought to the male. He knew he should feel insulted, he knew logically that he should be angry, or at least a little upset, but none of those feelings came.

He couldn't even muster the urge to be angry with either of them even when he tried, all he felt, all he experienced at all was a strange, lingering sensation of envy. Something his conscious mind couldn't even seem to process, the feeling confusing the colt and making him wonder just what was happening to him.

“Don't worry Button, I’ll let you watch for as long as you want.” Diamond Tiara spoke suddenly.

Before he could stop himself Button Mash did something he never thought he would do, he thanked her. “Thank you Diamond Tiara. Your really hot.” He whispered.

“Why thank you.” Diamond replied, shooting the stallion a wink that made him flustered in a way he couldn't quite explain.

“I’m glad you like Diamond Tiara.” Sweetie Belle reassured. “I would hate for the pony who knocked me up, and my boyfriend to be mad at one another.”

“I would never be mad at you Sweetie Belle.” Button Mash reassured.

Silver Spoon smirked and gently ran her hoof up and down the colt’s cock, teasing out another bead of pre. “Her cock looks delicious, doesn't it Button Mash?” The mare whispered.

The colt tried to deny it, to say something, anything to dismiss such a silly notion and yet, he couldn't. Neither could he agree however as he was fascinated, but he wasn't quite to the point where he would outright admit that he wanted that part of her. “M-maybe.” He whispered, unsure of himself.

Silver Spoon exchanged a sidelong glance with Diamond Tiara who giggled and pointed down to the colt’s erection. Getting the message, the older filly began to pump his cock a little faster, and a little firmer. The effect was immediate, the colt wiggling in his spot, his hips twitching as he barely held back the urge to hump the mare’s hoof as she continued to jack him off.

All the while he continued to stare in complete fascination as Diamond Tiara was ridden by his girlfriend. Though he wasn't quite sure about that particular fact anymore, as this clearly isn't something a girlfriend would normally do. Could he even call her that after this? After he had watched her ride a pony far more attractive, dominant and all around better then him? What would they even be after today? And more importantly, did it really matter anymore?

He pushed those thoughts from his head, watching closely as Sweetie Belle threw back her head and moaned loud and long, her entire body arching as she rode what resembled a powerful orgasm. Her limbs twitched, her hooves shook, and her lip quivering, her entire body alive with energy as Diamond Tiara’s cock made her cum harder then Button Mash knew he ever dream of.

The colt nervously glanced up at Diamond Tiara, expecting to see that she too was on the edge of orgasm, only for the mare to seem unimpressed, almost judgemental, yet not quite. It was like she was so far above them, that even having a mare cum hard on her cock was strangely routine to her. The thought made Button Mash shudder, and though he tried to be envious of Diamond Tiara and the power she commanded, the colt knew that such a thought was strangely false.

He didn't want to be the mare with the cock, he wanted to be the mare getting the cock, and his gaze slowly slipped from Diamond Tiara to Sweetie Belle, who he eyed with naked envy.

Button Mash expected Sweetie Belle to fall to the bed, exhausted and ready for a long break, but was once more surprised when she simply kept going. After only a few deep breaths she continued to ride away, bouncing up and down on Diamond Tiara’s cock with a dedication that immediately struck Button Mash as something far stronger then what dedication she may have once had for him.

Lips suddenly wrapped around the head of his cock, Silver Spoon’s mouth wrapping around Button Mash’s dick and sucking long and hard at the appendage. The change was a surprise, but even that was not enough to make Button Mash take his eyes from Sweetie Belle and Diamond Tiara. He hardly even looked at the mare currently bobbing her head on his crotch, his attention utterly devoted to the two ponies currently fucking a mere foot away.

Even as Silver Spoon went all the way to the base of his cock, and swallowed every inch he had, the stallion still did not pay her any mind. It was for some reason difficult to even care about the pleasure he felt while in the presence of Diamond Tiara and her massive pillar of mare cock, as if her own enjoyment was somehow far more important than anything he might feel.

The mare herself seemed as calm and in control as ever, reclining back into the pillows and watching as Sweetie Belle bounced and writhed on her cock. “I’m surprised your so open to watching your girlfriend get fucked by me.” Diamond Tiara mentioned. “And even more surprised that your okay with her carrying my foals.”

“I-er well you see.” The colt stopped and moaned aloud, Silver Spoon sucking particularly hard just when he was trying to talk, stopping him from being able to muster a complete sentence. “I was just kinda curious why you two were spending time together and I never really thought about it until now but-” He bit his lip, holding back a moan and riding out a particularly powerful wave of pleasure before being able to speak again. “But now that I’ve seen you two I don't think it's that bad that you two well, fuck and stuff.”

Diamond Tiara raised an eyebrow. “That was, an interesting way of putting it.”

“Seeing that fat cock of hers in action is something else huh?” Sweetie Belle added.

Button gulped. “Y-yeah.”

“Maybe you really came here because you wanted to see a true cock in action.” Diamond Tiara offered, smirking at the blushing colt. “And now that you've seen it in action, you want to feel it for yourself, isn't that right little Button?”

The colt desperately wanted to deny it, to tell her off, and scream to all the world to hear that he was not here to get fucked like some sort of slut. He was a stallion, he liked mares, he liked to have sex with them, and he definitely, definitely did not want to get used like a loose slut as he bounced on Diamond Tiara’s crotch. But those thoughts were as hallow as ever, and though Button Mash’s mind may still want to lie, his body did not, and with a sudden throb of his cock he came hard.

SIlver Spoon blinked, and recoiled slightly, catching the colt’s load in her mouth, shocked to feel the tiny eruptions of watery seed to splash against her tongue so suddenly, and without any real warning. Still, his load was insignificant compared to Diamond Tiara’s and so Silver took it all with relative ease. As he came, she rolled the load around in her mouth, finding that though it didn't taste nearly as good as Diamond Tiara’s, it did have a unique in taste and consistency.

Button Mash cared little for the fact that a hot mare was currently rolling his load around in her mouth, as his eyes had remained glued to the cock pistoning out of Sweetie Belle’s pussy. Throughout his entire orgasm he stared, unable and unwilling to take his eyes off the one thing he craved more than any other. He was rather surprised that he had came at all, the physical experience being good, maybe even great, but it was the dick mare’s words more than anything that sent a tingle up his spine.

That, and the promise that he might become more intimately familiar with that part of her anatomy was ultimately what drove him to finish so suddenly, and even though he didn't want to face such a realization, it was no longer avoidable.

“I er…” Button Mash muttered, trying to say or do something to make it seem like he hadn't just cum because he had been hit on by a well endowed mare who wanted to fuck him.

Diamond Tiara held up a hoof, stopping Sweetie Belle, and allowing the dickmare to give Button Mash her full attention. “You liked that didn't you? You loved hearing your desires spoken out loud, because you could never bring yourself to say it.”

Button Mash trembled, his mind reeling as he slowly began to accept something his body already seemed to know. “I don't- that's not what I meant.” He muttered weakly.

The dick mare nodded to Sweetie Belle, who slowly pulled herself up, and off the titanic cock that had so far impaled her. The sheer length meant that the mare had to walk forward and lift her ass high into the air before the mare cock was even able to slip out of her gaping cunt entirely. Leaving behind a wide, empty pussy that dripped with mare cum and seed in equal measure. Sweetie Belle shuddered when this happened, a strained expression crossing her face, an expression that made Button Mash wonder just how good Diamond Tiara must feel if Sweetie already felt painfully empty.

For a moment Button Mash caught a glimpse of the mare’s pussy, and what he saw made his cock twitch, one final spurt of seed shooting into Silver Spoon’s mouth. Sweetie Belle’s pussy had been stretched inside and out, having been perfectly molded to fit Diamond Tiara’s titanic mare cock. For a split second the colt couldn't help but imagine just what it would be like to have that same massive cock inside him, remaking him from the inside out as it stretched his hole and made it fit inside him.

The colt shuddered once more, watching as Diamond Tiara rolled over and stood up, her slick member bouncing up and down, further entrancing the colt. Silver Spoon slipped away, the mare removing her lips from his cock without the colt even noticing, his gaze still fixated on Diamond Tiara. He continued to watch closely as the dickmare walked over to him and rested her cock on top of his, shocking him from his stupor and making him fully realize just how truly massive she was.

The mare’s cock was dripping with girlcum, its shiny length resting on his, and making it slick with the combined juices of Sweetie Belle and Silver Spoon. With such a potent aspect of masculinity just resting there, Button Mash suddenly felt a sense of intimidation the likes of which he had never experienced before. He had been intimidated plenty in his life, as he had never been a particularly big colt, in height, weight or length for that matter. But this, this was different from just getting his lunch money stolen.

She was so big, so powerful that Button Mash felt almost inadequate, but more confusing still was the fact that particular feeling never came. He was not inadequate in comparison to it, because he would never rival the mare’s cock in such a way. His purpose, was not to fuck anyone, it was to get fucked, to be ravaged and used by a more powerful, and more important pony.

“Tell me Button Mash.” Diamond Tiara began in a low husky tone. “Is this what you want?”

The colt nodded meekly, the colt panting as he continued to stare at the throbbing length resting partially on his belly. Despite the desire burning inside him, he couldn't seem to find the right words, or muster the courage necessary to say what was on his mind.

Diamond Tiara didn't seem to mind though, as the stallion’s body could not lie, his cock twitching and throbbing in need, pulsing needfully against Diamond Tiara’s own much more powerful sex organ. “You know, Sweetie Belle and Silver Spoon were both unsure of what to think of me once upon a time. That was until, I was inside them, then they knew there was no going back.”

“Its true Button.” Sweetie Belle added, a blush coming to her cheeks. “It felt so good to have her inside me that I knew from that moment on I wouldnt be able to go on without her.”

Silver Spoon nodded as well. “It really is that good.”

“B-but I’m not gay.” Button Mash replied weakly, unable to muster anything more then a half whispered, half hearted response.

Silver Spoon and Diamond Tiara exchanged a look before both erupting in laughter. Mirth that even overtook Sweetie Belle, making her laugh along with the rest of them, the nervous stallion still laying there, confused over what he should do, or what he had said that was so funny. Diamond Tiara wiped a tear from her eye and slowly shook her head. “Oh Button Mash, it's not gay to like some good cock every now and then.” She explained.

“Yeah! It's totally not gay, besides Diamond Tiara is a mare, so that means it totally doesn't count.” Sweetie Belle added.

“Totally.” Silver Spoon nodded knowingly. “It's not gay unless its with a stallion.”

“Exactly.” Diamond Tiara concluded. “So what do you say Button Mash? Want to give it a try?”

The colt continued to mumble weekly, unable to muster a firm denial, nor a firm approval for that matter. Leaving a rather amused Diamond Tiara to shift her hips down, and drag her cock along his length, making the colt shudder once more. Having been emasculated once more, he didn't even bat an eye when Diamond Tiara’s slick cock pressed against his hole, resting just outside.

“Well how about this.” Diamond Tiara began. “You tell me when you feel uncomfortable, and then I’ll stop. Okay?”

Button Mash nodded meekly, spreading his legs a little and watching as Diamond Tiara gently pressed forward, her massive head pushing against his hole. The mare cock though, intimidating at first, was quickly revealed as something Button Mash may not even be able to take. It felt as thick as his hoof, and though the added wetness of her pre seemed to make things a little easier, by lubricating his hole a little, it didn't feel like enough.

“Are you sure it's going to fit?” He asked worriedly, looking up at Diamond Tiara in trepidation.

“Of course it will.” Diamond Tiara replied, flashing Button Mash a wide, confident smile. “You trust me, right?”

“I guess. it's just, your so big.” Button muttered, still staring in awe at the massive pillar of mare cock resting just outside of his hole.

“Shhh, let me handle this.” Diamond Tiara whispered, running a hoof down Button Mash’s chest before roughly pushing against the bed. “Just lie back, and relax.”

Despite his misgivings, the colt found himself doing just that, unable to resist the charm that surrounded the mare. The one order he couldn't follow was the one to relax, as she was so large, and so thick that he couldn't help but worry that he wouldn't be able to contain her. He worried also that he wouldn't be able to please her, his untrained hole simply not being enough to pleasure such a perfect, cock like hers.

This worry was roughly pushed from his mind when he felt a bubble of pre emerge from the head of Diamond Tiara’s cock, further lubricating his hole and allowing her to press a little harder. For a long time they remained there, with Diamond Tiara simply rubbing her cock up and down his hole, thoroughly lubricating him as much as possible. All the while making him hornier and hornier by the second, his arousal building to the point that his cock pulsed and twitched against his chest constantly.

Then, just when he felt as though the teasing was growing to the point that he could no longer contain his urge to feel her, the stallion suddenly tensed up. The mare’s hips slipped back, and pressed forward, this time with an intensity that he hadn't felt before, allowing the head of the mammoth mare cock to begin to slide inside. It was a slow, though thankfully painless process that saw the stallion moaning and writhing on the bed.

Silver Spoon and Sweetie Belle both looked on in amusement, watching as the stallion seemed to go from slightly unwilling, to all but beginning for it in a matter of seconds after she began to push inside him. Things reached a head when the entire head flared head of Diamond Tiara’s cock slipped inside him. When that happened his entire body became rigid for a single, intense moment, then, all at once, he relaxed, a long low moan spilling past his lips.

His cock twitched weakly, a thin trickle of watery speed spilling out onto his chest and matting his fur. Sweetie Belle shuddered as well, reaching down between her legs and rubbing her clit, her eyes glued to her boyfriend who was slowly but surely getting filled with cock. Silver Spoon couldn't help but be fascinated by what was playing out before her, the mare having been more than curious if Diamond Tiara’s magnificent cock would work as well on males as it did females. With her curiosity sated, and the male shuddering in barely contained pleasure, Silver Spoon reached forward and grabbed Sweetie Belle’s hoof, gently removing it from the mare’s pussy and placing it on her own genitalia.

The message received, Sweetie Belle moaned aloud as Silver Spoon began to work away at the other mare’s clit, the two mares mutually masterbating as they watched Diamond ease her way inside Button Mash’s tight hole. The lubricant could only go so far however, and after the first inch slid inside the colt’s stuffed ass, the two mare’s noticed his body begin to tense once more.

“D-diamond wait.” He muttered, gritting his teeth and gripping the bed sheets.

“What is it? Are you hurt?” Diamond asked, nervously looking down to the stallion and wondering if he was simply too tight for her cock.

“N-no. I just, was wondering if well, you were enjoying this?” The colt looked down, shame burning on his face. “I’m so tight, and I was a virgin until now and I don’t want to let you down.”

Diamond Tiara smiled faintly and ran a hoof down the colt’s face, ending at his chin, which she cupped gently. “Oh you silly boy. I always enjoy breaking in a new hole.” When it looked like the colt was still worried and was about to say something, Diamond pressed a hoof to his mouth. “Don't worry, I’ll be gentle.”

That seemed to have the right effect and Button Mash relaxed, fully falling into the small mound of pillows, a sigh on his lips. “Yes Diamond.”

“Good, now spread your legs nice and wide.” Diamond Tiara commanded, with the colt eagerly following such an order, his legs spreading wide enough to allow Diamond Tiara a better angle.

The dickmare slowly worked herself forward by rocking her hips back and forth, being careful to not push too hard, or too fast. The colt found himself enraptured by this slow rocking motion, and his forehooves released the frantic hold he had on the covers, relaxing as felt the mare sink deeper and deeper inside him. A small, faint bulge in the colt’s midsection was growing larger and traveling further up his belly with every thrust, the two mares eying this change curiously, surprised to see him take so much in so little time.

Something even Diamond Tiara noticed when she sunk the fourth inch of her marecock into her hole. “Have you been playing with your back door, you naughty boy?” She asked, smirking at the already blushing face of the colt.

“M-maybe.” He muttered, tapping his forehooves together.

“He has a toy that he hides under his bed.” Sweetie Belle added, much to the continued embarrassment of Button Mash who all but hid behind his hooves. “It's so cute, it's this little pink thing that he sometimes uses when he doesn't think anyone is around.”

“Stooop.” Button Mash whined.

“Oh thats adorable.” Silver Spoon added.

Diamond Tiara snickered. “Good thing too, otherwise it would take all day to get balls deep inside you.”

Button Mash shuddered at the thought of slowly getting fucked all day by the powerful mare, his insides being stuffed full of mare dick for such a long period of time. He came back to reality when Diamond Tiara gave her hips a light buck, sending another inch of dick inside him and drawing another cute moan from the colt.

The two pregnant mares both giggled at the sight, their hooves continuing to work away at one another. All the while Diamond Tiara continued to plow forwards, plunging more and more of her aching length into the colt’s tight hole.

Her slow, almost methodical pace was a perfect match for her newest lover, stretching him, while allowing him to get used to the feeling of something so large being inside him. While she continued to push deeper she kept a close eye on the colt, having meant every word when she had said she would stop if he was uncomfortable. Though there were spots where he winced in pain or discomfort, those expressions and feelings were short lived, the colt quickly relaxing, and stretching a little wider.

On and on they went, with Diamond Tiara’s hips drawing a little further back with each thrust, allowing her to slowly build to a quicker pace. The colt’s moans growing louder, and higher pitched as time went on. His face twisted as his body writhed, the male’s inner turmoil having been forgotten completely, allowing Button Mash to revel in the pure ecstasy that came with giving himself over to the strong mare.

It was that feeling of giving up, of letting go that Button Mash quickly realized was the most enjoyable part of it all. For all his life he had felt like a square peg in a round hole, not masculine enough to fit in, all while being held to that idea of the perfect stallion. Here, with a cock buried in his ass, a dominant mare controlling his every movement, he could finally be himself.

Arching his back and thrusting his ass back, Button Mash let out a loud moan, his hooves gripping the bedding once more. So powerful, and emoting such a feeling of lust that all who heard it shuddered in shared pleasure. The two pregnant mares knew well what such a moan signified, and they smiled knowing full well that the colt had well and truly fallen for the dickmare and her perfect cock.

Diamond Tiara relaxed when she heard the sound of Button Mash’s lust reaching a fever pitch, having worried constantly if he was truly enjoying himself or if he had simply felt pressured. Now though, there was no doubt, his body, which was squeezing down on his cock, now matched his mind, which eagerly gave voice to the lust that filled him.

It all came together in a perfect blend of pure unfettered desire that made Diamond Tiara’s lips lift into a small, satisfied smile. Though she had fucked Sweetie Belle and Silver Spoon numerous times now, the feeling of filling a willing slut’s eager hole was always a pleasurable one. The mare stopped her slow thrusting for a moment and merely remained deep inside the colt’s hole, as if asking him to take a turn.

A request that Button Mash obliged without even knowing what was being asked of him. The colt gripped the sheets, and placed his forehooves over his head and against the headboard, giving him the leverage he needed to push back against her. It took the colt’s entire body to do it, but it was well worth the effort, and though at first Button Mash worried about the ramifications of taking the power from Diamond Tiara, the colt quickly realized that wasn't true.

He was never in power, even while he set the pace, she was in control, her cock resting so deep inside him, that it felt as though it was a part of him, dominating his thoughts utterly. Every thought seemed to begin and end with her, how better to please her, what he could do or say to reach that goal. The only thing that mattered was the fact that he had a job to do and he would do everything in his power to do it well.

His hole clenched tight around the mare’s cock, squeezing and kneading the long, twitching length of mare cock. All while his entire body rocked back and forth, plunging more and more cock inside him until finally he felt a sign that he was reaching the end. A slight bump, made him stop, and for a second his eyes went wide, the colt ready to congratulate himself on taking it all. One look at all the cock left outside of his hole was enough to dismiss such a thought though.

“Wuh?” He muttered, only now realizing just how incredibly full he felt, while so much of Diamond Tiara’s cock still remained outside of him.

“Look Sweetie, he's coming to the same realization we had.” Silver Spoon pointed out.

Sweetie Belle giggled, noticing that particular brand of confusion quite well. “Oh yeah, would you look at that. Daw, he's so cute when he's confused.”

“Very.” Diamond Tiara agreed, smirking down at the colt. “Surprised?” She asked.

“A little bit.” Button Mash admitted. “But I’m also kind of relieved.”

“Oh really. Why is that?” Diamond inquired.

“Because that means there is more of cock left.” he whispered back, blushing furiously at his attempt at talking dirty.

“Oh you naughty boy you.” Diamond Tiara admonished, lightly punching his shoulder.

The two pregnant mares both dawwed in unison, temporarily forgetting the fact that they were touching each other.

Button Mash blushed intensely under the scrutiny, but did not retreat behind his hooves, or otherwise hid from the attention he was getting. The change was small, but did not go unnoticed, especially to Diamond Tiara who chuckled and gently pressed her hips forward. “So little colt, are you ready for the real challenge?”

“I’m ready Diamond!” He exclaimed, pumping a hoof into the air.

“Good, because this is the part where we get serious, and trust me when I say this will take all of your strength.” Diamond Tiara remarked.

Rather than be intimidated by the confident statement, Button Mash grinned, his body relaxing as he readied himself for whatever was coming next. Even Sweetie Belle and Silver Spoon remained still, their hooves hovering over each others crotches as they waited for the dickamre’s next move.

And she did not disappoint, gripping the colt’s hips in her forehooves she pulled her own hips back before throwing them forward. The ensuing thrust was so powerful that in an instant, she had forced wide the colt’s hole, and managed to slip her thick medial ring inside. Button Mash’s jaw fell, and before he had a chance to even think of what was happening, he was already moaning whorishly, his entire body twitching as he was overcome with intense pleasure.

A please that only radiated deeper, and deeper into his body the further Diamond Tiara pushed. Something that wasn't hard for the mare, as she had momentum on her side, allowing her to fill the colt past the point of fullness. Button Mash continued to shudder and twitch, his cock spilling a slow trickle of pre that was brought forth from the extreme sense of fullness emanating from his body. This sense of fullness, of being used as little more than a hole, and no longer being a pony, but rather a mere object, was a new experience for the colt, new, and enrapturing.

He had already known from the second he felt DIamond Tiara’s cock inside him, that his worldview would never be the same, but now the colt wasn't sure if he could even go back to even using his cock. He craved the dickmare’s touch, and as her thick, powerful appendage speared deep into his body, he wanted more. More cock, more fullness, more feelings of powerlessness, of being used.

He reached out with his back hooves, stretching the limbs and wrapping them tight around Diamond Tiara’s waist and pulling her deeper inside him. Something the dickmare herself didn't seem surprised at all to see, merely smirking, and giving the colt a slight nod to indicate that she appreciated the gesture.

The two mares sitting off to the side and watching, smiled knowingly, having seen this coming a mile away and yet were still quite entranced when it had finally happened. Diamond Tiara’s anatomy just seemed to demand that level of attention, of lust, and thus it was no surprise to see the colt give himself to her in a more immediate manner. Their hooves descended, beginning to work away at each other’s cum filled pussy, uncaring to the fact that they would inevitably end up getting covered in seed.

Diamond Tiara herself had seen this coming, and watched closely as the colt’s back arched, and his tongue fell from his mouth, further signifying his slow descent into giving himself fully to her. The idea of having another individual fascinated with her, and more specifically her dick, made Diamond Tiara slightly uncomfortable, but here and now, she shrugged off those thoughts. She couldn't let herself get dissuaded with passing thoughts and possible guilt while she was nearly balls deep in Button Mash’s ass.

Giving her head a shake the dickamare continued to push forward with renewed intenisity, feeling the colt’s very body being forced to adapt to being so full. The bulge in his midsection grew, becoming higher and higher on his chest, until finally the end was near, and their balls touched. The feeling was a strange one, sending a slight surge of electricity through the colt’s mind and making the moan rising in his throat to suddenly die as he was overcome with pleasure. It was all too much for the colt, and for a second he thought he was going to be able to hold on, but then he felt the last few millimeters of mare cock slide inside him.

Then, it was all over, the feeling of complete and utter fullness had washed over him completely, making his body twitch and his cock to suddenly explode with cum. The strangled moan in his throat suddenly exploded from his lips, and his eyes briefly rolled into the back of his head. Meaning when the first jet of seed that shot from his cock landed he didn't see it coming, and was surprised to feel a spurt of seed to splash across his neck and face. Something that felt oddly good, making the next few spurts ever larger.

DIamond Tiara chuckled as she noticed Button Mash cum, the poor colt having his orgasm all but forced out of him by just how pleasurable the dickmare’s cock felt. She stayed relatively still, watching closely as the colt twitched and came all over his own face and chest. Meanwhile his ass clenched and squeezed randomly, his entire body shaking as he slowly came down from one of the best orgasms of his short life.

So powerful was the orgasm that he hardly even noticed the fact that a few blobs of his seed had landed in his mouth and only when he began to fully come down did he notice the odd taste. The colt blinked and ran his tongue along his teeth, noticing the distinct salty flavor that suddenly assaulted his taste buds. With a nervous blush he quickly swallowed it down, knowing full well the amused looks he would get in return.

The two mares to the side both giggled at the sight, noting the way that the colt tried to hide the fact that he had enjoyed the taste with an exaggerated and clearly fake grimace. “Did you enjoy your mid fuck meal?” Silver Spoon quipped.

“N-no!” Button Mash stammered, before turning back to Diamond Tiara suddenly. “Are you going to keep going or what?”

Diamond Tiara rolled her eyes and gave her hips a little wiggle, eaking out another moan of pleasure from the colt. “I don't know. Should I keep going?” She turned to Sweetie Belle suddenly. “What do you think Sweetie? Should I fuck your boyfriend until I fill him with my cum?”

“Oh please do.” Sweetie Belle gushed, her hoof moving a little faster on Silver Spoon’s clit. “I can't wait to see him stuffed full of your cum. Why I bet with how long you were fucking me you would fill him to the brim!”

Button Mash’s eyes lit up with a potent mix of intrigue and fascination, a large part of him already imagined what he would look like after being filled with dickgirl cum, while another smaller part of himself wondered if he even could. He had managed to take all of her with relative ease though, something he knew logically shouldn't really be possible, he didn't have that much length inside him to even take it all.

Diamond Tiara brushed past any such idle thoughts when she suddenly smirked. “That does sound kind of hot, and I do have a lot of cum saved up.”

“Fill him up Diamond Tiara!” Silver Spoon shouted, pumping her unoccupied forehoof in the air. “Make it so we can bounce a bit off his stomach!”

Diamond Tiara snickered, and looked down at the face of Button Mash, noting that the same level of excitement and trepidation was still there. “Don't worry little colt, you can take it. Your girlfriend was able to the first time and she had about as much experience as you do.”

Button Mash blushed and glanced over to Sweetie Belle. “R-really?”

“That's right, Diamond Tiara knocked me up the very first time she fucked me, filling me to the absolute brim with her hot cum.” The mare shuddered at the thought. “It was the single hottest thing that's ever happened to me.”

Button Mash shuddered, looking down at his own belly and wondering if it would look half as big as Sweetie Belle or Silver Spoon’s. “Can you do that? Can you fuck me and fill me the same way you did them?”

“That depends.” Diamond Tiara leered. “Are you going to beg for it like they did, or am I going to have to keep fucking you without ever giving you my cum.”

In that moment something seemed to snap inside Button Mash and his heart suddenly began to race. “N-n-no!” He stuttered, reaching up and grabbing Diamond Tiara’s shoulders. “I want it! I want to be filled by your cum. Please Diamond Tiara!”

The mare pulled her hips back before gently pushing forward once more, rocking her body back and forth and penetrating the colt without ever pushing any deeper or giving him what he truly craved. “I don't know, that was kind of weak. What do you think girls?” Diamond Tiara asked, turning to the other two mares.

“Super weak.” Silver Spoon replied.

“Your going to have to do better than that Button Mash.” Sweetie Belle added. “Diamond Tiara is demanding mistress.”

“Oh please mistress Diamond Tiara, I need your cum inside me!” Button Mash exclaimed, giving his hips a little wiggle.

The dickmare stopped and looked down, a wide smile slowly growing on her face. “What did you just say?”

“Uh.” Button Mash gulped. “That I needed your cum inside me? Mistress Diamond Tiara?”

“I like that.” She muttered, giving her hips a slight buck. “I think I may just give you what you want, but only if you take a more active role. I like it when my partners are enjoying themselves and pull their own weight.”

“Yes mistress!” Button Mash replied, grinning eagerly, and hardly even noticing the lecherous grin slowly spreading across Diamond Tiara’s face.

Due to the odd angle of the colt laying on his back, he could do little else, but that didn't stop him from giving her everything he could. Button Mash quickly threw himself into the act, pulling Diamond closer with his back legs and gripping tight to DIamond’s shoulders with his forelegs. He squeezed hard on the mare cock inside him while moaning loudly and lewdly, having noticed just how much Diamond Tiara seemed to speed up whenever he did so.

The effect was immediate and pronounced, with Diamond Tiara actually moaning louder than a whisper, the strangely quiet dickmare finally giving voice to her own pleasure. It was this victory that further emboldened Button Mash, and the colt put his entire body into Diamond Tiara’s thrust.

The slap of her nuts against his was even audible over their combined moaning, the two beings crying out in shared pleasure. Diamond Tiara was surprised by just how good it felt to slam herself into the boy’s hole, the act of domination sparking a now familiar lust inside her. With each thrust she seemed to become more and more emboldened, to the point that she was pounding into Button Mash’s hole with such gusto that the colt could feel a tinge of pain as his balls were crushed by the mare’s much larger pair.

Something about this pain didn't seem to bother him though, and he even found himself looking forward to the sensation, as it was just another reminder of his subservience. In no time at all the two ponies had worked their way up to a manic, nearly breakneck pace that saw the two ponies throwing every last bit of strength they had into each other.

The growling, almost animalistic moans of Diamond Tiara mingled freely with Button Mash’s higher pitched and almost girly moans, utterly drowning out the small moaning that came from the two mares off to the side. Who were utterly transfixed by the sight before them, nearly forgetting about each other before going at it with an intensity they hadn't tried to reach before.

Sweetie Belle even lit her horn and began playing with Silver Spoon’s nipples, prompting the other pony to work harder and even faster. This back and forth mirrored Diamond Tiara and Button Mash’s frantic fucking, and soon the two mares seemed to have engaged in a race to see who would bring the other to orgasm forth.

Only a few feet away, Diamond Tiara and Button Mash were all but dead to the world, with the colt being reduced to a moaning, writhing mass of pleasure filled flesh, unable to truly muster so much as a single coherent word. He clung desperately to Diamond Tiara’s neck, his face pressed into the mare’s fur, his moans muffled slightly. The dickmare herself didn't seem to mind this, as it gave her a better angle from which to drill his ass without remorse.

Diamond Tiara had never been a very athletic mare, but several weeks of near constant fucking had given her legs the exercise they needed to hold up Button Mash’s weight as Diamond Tiara continued to fuck him. Diamond Tiara didn't even seem to notice the exhaustion creeping at the edge of her perception, the haze of lust hanging firmly over her mind and making her think of nothing other then fucking this poor colt for as long as she desired.

Her thrusts were deep, powerful, but shallow, the colt clinging so close to her that she couldn't pull out very far. Not like either pony minded, as Button Mash seemed to have fallen for the feeling of fullness that came with having every inch of mare cock Diamond Tiara had to offer firmly inside his hole. In turn Diamond Tiara seemed to relish this same feeling, the many hours spent fucking her mares making her dislike the feeling of being anything less than balls deep inside someone.

Over and over they continued to speed up, with both partners trying to get the other cum first. Button Mash didn't want to cum before she did, but the fast, deep thrusts were beginning to take their toll, and he could already feel his orgasm beginning to build. He squeezed his eyes shut tight and bit his lip hard, trying to stifle the feeling he could sense rising within him.

Diamond Tiara’s own movements had grown more erratic though, and the colt knew well the signs of a fellow male’s coming orgasm. With a triumphant grin on his lips, Button Mash eagerly held out for the wave of cum he knew was mere moments away, secure in his victory that at least he didn't cum before she did.

That same victorious feeling was dashed the second Diamond Tiara leaned down and bit the colt’s neck. It wasn't a very hard bite, the wide, flat teeth of a pony being unable to muster much force, but neither was it too gentle. Serving as a firm reminder of his place, while also not breaking the skin or possibly muddying their fucking with too much pain.

Button Mash’s orgasm, which he had hoped he had staved off, suddenly exploded into the forefront of his mind, and he came hard. Their was little space between them, and even less when he came, resulting in his cock being squeezed between their bellies and his load coating their fur and dripping down his sides.

A second later, and Button Mash felt the first sign of the coming wave of seed as Diamond Tiara’s moan suddenly hitched and her entire body went rigid. A second later and the cock buried deep inside the colt’s body twitched, sending a bolt of lighting up his spine and making the last bit of his orgasm to spurt that much harder.

Then, before he could even really think about what was happening, he felt an enormous orb of seed travel up the mare’s cock and stretch his ass as it traveled deeper and deeper. Until finally the first mass of cum exploded deep into the colt’s ass, painting his insides with the dickmare’s potent seed. Button Mash quickly felt his entire body begin to tense up, a sudden urge all but commanding him to take it all, and not run away, even as he felt his intestines beginning to fill with cum.

The two mares came nearly in unison, the sight of the colt’s stomach slowly stretching as it filled with their lover’s seed being a sight neither could tear their eyes from. The two usually loud mares held back their moans, enjoying too much the sounds of Button Mash’s own moaning which had grown another pitch or two higher in the last few minutes. For a moment both mares wondered if he had turned into a mare as his his voice was suddenly that of a mare, while he was currently being fucked like one. Sweetie Belle bit her lip, and made a note to buy a large strap on, or figure out some sort of spell to replicate such a thing, as she knew then and there that the sight of her boyfriend with his hooves up and getting railed like a mare was not something she could go without.

Diamond Tiara meanwhile, was on the verge of collapse, her muscles twitching randomly as she rode out a considerably powerful orgasm. It wasn't the biggest she had ever had, but it was certainly the biggest today, and that made her wonder if Button Mash truly could take it. Her other mare’s had at least some experience in that regard, but this colt did not. In the end she decided to trust in Button Mash, as he had managed to take all of her in record time, which was in itself not a small feat.

The colt meanwhile was utterly blown away by the sensations coming from his midsection. From the way his body was forced to stretch in order to contain the potent load, to the way it squeezed his cock between their bodies, it was all divine. Laying here with what felt like a firehose up his backside, Button Mash let out the loudest, most girly moan he had ever even heard, shocking even himself with the sheer passion in his voice.

The two mares came down from their orgasm first, with Silver Spoon retracting her limb and giving it a long teasing look while gazing into Sweetie Belle’s eyes. Who in turn, popped her entire hoof into her mouth and popped it out to reveal that it was utterly clean. The two mares shared a giggle before closing their legs and watching as Diamond Tiara’s orgasm slowly came to a close.

As per usual it took a long time for the potent mare to finally finish, and her orgasm seemed to drag on for what felt like minutes, the colt’s stomach having grown to the point that it spilled out the sides, having been squished between the two ponies. Exhaustion finally seemed to hit home and Diamond Tiara fell to the bed, unable to keep them both up any longer, her breathing now heavy as she lay there atop Button Mash.

Who reluctantly withdrew his limbs and lay there with hooves splayed in all directions, his mind so overcome with the strangeness of it all that he was barely even aware of his surroundings. So far gone was the poor colt that he hardly even noticed Diamond Tiara’s orgasm finally end and the dickmare finally starting to go soft while still inside him. It was only when Diamond gave his neck a small nip did he shake his head as he had just missed something his mistress had said.

“Whuh?” He muttered, blinking and looking around.

“I said you did very well.” Diamond Tiara remarked with a smile. “You took it all like a champ.”

“You are a born slut Button Mash!” Silver Spoon added, pumping a hoof into the air.

Sweetie Belle giggled, pointing a hoof at the colt’s now bloated, cum filled belly. “Good job Button, I bet you took more than I did my first time.”

“R-really?” Button Mash whispered, looking down at his midsection and blinking in surprise.

He looked nearly pregnant from just how much cum filled him, his own cock no longer even visible over the wall of fur and cum that obscured his view. A distinct feeling of pride suddenly filled him and he couldn't stop himself from puffing out his chest a little. “I did it.” he whispered to himself, a hoof going out to his belly.

“That you did my little slut.” Diamond Tiara whispered, giving him a small peck on the cheek. “I hope you enjoyed yourself.”

“I did. Thank you.” Button Mash whispered back, a hot blush covering his cheeks.

“Dawww.” Sweetie Belle cooed.

“Thats adorable.” Silver Spoon added.

Diamond Tiara chuckled and pushed herself back into a stand, her cock slowly pulling from Button Mash’s now stretched hole. An act that made Button Mash himself consider trying to hold her here, and stop her from pulling out. That selfish thought didn't last long, as Sweetie Belle’s magic caught his eye, the mare levitating what looked like a large butt plug towards his aching hole. “What's that for?” He asked.

“We can't have all that cum spilling out all over the place.” Silver Spoon replied with a snicker. “Sweetie Belle and I were lucky enough to take most of Diamond’s loads in our mouths but you were not so lucky.”

“And it feels great.” Sweetie Belle added, leaning close and whispered huskily in her boyfriend’s ear.

The colt shivered and gave a slight nod of assent, prompting Diamond Tiara and Sweetie Belle to exchange a look. Then, with speed gained from plenty of experience, the dickmare pulled back just as Sweetie Belle pushed forward, their timing so perfect that not a single drop of cum stained the bed before the thick piece of plastic was roughly shoved inside.

Button Mash moaned as he felt himself get filled by the enormous toy, only dimly aware that it was almost as big as Diamond Tiara herself. The resulting feeling of fullness from the toy was nothing compared to what the dickmare herself had given him, but it was better than having nothing inside himself. That thought struck him though, and as he lay there he considered just how stretched he now no doubt was.

From the feeling alone he knew he wouldn't be sitting properly for a while, but that hardly bothered him when compared to the realization that he wouldn't get another round with the well endowed pony for a while at least. With a pout on his lips he noticed Diamond Tiara settle into his right, reclining on the mound of pillows as she sighed contently, Sweetie Belle and Silver Spoon both having gotten to work cleaning her cock and swallowing any stray cum that escaped Button Mash’s ass.

With a smile on his lips, the colt lay on his side, pressing his head against the mare’s side and sighing contentedly. “That was fun.” He whispered.

Diamond Tiara nodded, hardly even paying attention as her mares cleaned her cock, balls and even her chest, leaving the mare clean and free of seed. “Very fun.” Diamond Tiara agreed, reaching a foreleg around Button Mash’s shoulders and giving him a gentle squeeze. “I assume you be joining us for more sessions in the future.”

“I would love that.” He whispered back.

“Good, because I would hate to pick between you two.” Sweetie Belle replied, taking her place on the other side of Diamond Tiara, sharing the mare’s side with Silver Spoon who nestled as close as she could.

Button Mash chuckled, knowing full well exactly who she would choose, and not bemoaning her choice in the slightest. “Thanks for inviting me Silver Spoon.”

The older mare gave Button Mash a wink. “Of course. I wouldn't want mistress Diamond to get bored with us.”

“Oh ha ha.” Diamond Tiara muttered, rolling her eyes. “It was kinda hot in the heat of the moment but when you say it now it just sounds weird.”

“What, mistress?” Silver Spoon replied with a knowing smirk.

“Yes, that!” Diamond Tiara lamented. “It sounds like I’m some sort of cult leader or something.”

“Well I mean it's not wholly untrue.” Sweetie Belle muttered, only to shirk under the intense gaze Diamond Tiara shot her. “W-what? I mean we take in no members, and it's almost like they get I don't know, hypnotized by your dick.”

“Not like were complaining of course.” Button Mash added, his hoof gently making circles in the dominant mare’s chest. “But you must admit it does sound kind of cultish how you manage to make everyone like you after fucking them.”

“Or maybe I’m just that good.” Diamond Tiara shot back.

Silver Spoon rolled her eyes and prodded the dick mare’s side. “Ego doesn't suit you, Diamond Tiara.”

The other mare sighed. “Yeah I know. I just, don't like that word as my family has… history with it.”

“Oh? Do tell?” Silver prompted, propping her head on her hooves.

“Must I?” Diamond Tiara replied with a tired sigh.

All three other ponies put on their best doe eyes and looked up at the mare, batting their eyelashes and pouting.

Under such an intense cuteness assault, loss was inevitable and with one more sigh, Diamond Tiara ran her hoof down on her face. “Look, it's weird, are you sure you want to hear about it?”

“Now I kinda wanna hear it more.” Button Mash replied.

Sweetie nodded. “Surely it's not that bad, right?”

Diamond Tiara winced. “Just don't be mad with me okay?”

“Why would we be mad?” Silver Spoon asked.

“It will make sense in a second.” DIamond set her shoulders suddenly. “Way back before Ponyville was even getting started, my great whatever grandfather made some sort of super powerful spell that basically gave him the best dick.”

Button Mash snickered to himself. “Oh if the guys in gym class heard about this they would probably swarm you.”

“Those needle dicks need it.” Silver Spoon replied with a cruel snicker.

“True.” Button Mash agreed, shrugging.

“Anyway.” Sweetie Belle interrupted, nodding to Diamond Tiara.

“Er yeah. So it started out small, with this old guy basically fucking a couple people, only it turned out his dick was so good they fell in love with him.” Diamond Tiara continued. “After that things kind of spiralled out of control and my family had to flee after this guy tried to secede from Equestria.”

“Woah.” Sweetie Belle muttered.

“That's hardcore.” Button Mash added.

“Yeah well, then we came to Ponyville and the rest is history.” DIamond Tiara concluded. “His dick spell just kinda comes back every few generations, and it doesn't really care what you were born as either, obviously.”

“Huh.” Silver Spoon remarked, before shrugging. “Why were you scared of telling us? It sounds like a neat story, but not like, a bad one.”

“It does kind of explain what happened after I fucked you guys and I didn't want you to think that I was….” Diamond Tiara gulped. “Brainwashing you or something.”

Silver Spoon suddenly exploded in laughter, pounding a hoof into the bed. “Thats rich!”

Sweetie Belle giggled as well, but didn't laugh nearly as hard as Silver Spoon. “No offence Diamond Tiara but you gotta admit that seems a bit much.”

“B-but my grandfather ended up running a cult!” Diamond Tiara exclaimed, throwing up her hooves. “It's not that far fetched.”

“What I think they are saying is that they don't really care if it's brainwashing, and if it was, it's not a big deal.” Button Mash reiterated, glancing down at the other two ponies.

“Pretty much. Plus, it's really nice, but I wouldn't overthrow Celestia if you asked me to.” Silver Spoon replied.

“Silver Spoon is right, your dick is great, but I’m still me.” Sweetie Belle began, only to scratch her head. “Or at least I think so.”

“So you guys aren't going to leave then?” Diamond Tiara asked hesitantly.

Button Mash shook his head and hugged the dick mare’s forehoof tightly. “Not unless your sending us away.”

“What he said.” Silver Spoon added, with Sweetie Belle nodding her own ascent.

Diamond Tiara looked from one mare to another before landing on Button Mash and smiling. “Thanks you guys.”

Silver Spoon shrugged. “Don't worry about it.”

“Though I do have a question.” Button Mash announced.

“Go ahead.” Diamond offered.

“Weren't you like, trying to seduce the crusades or something?” Button Muttered, glancing to Sweetie Belle.

The unicorn shrugged. “I am not sure what the plan was.”

“Well I mean when we started all this it was to seduce you girls but, I dunno.” Diamond Tiara muttered, her gaze lingering over the ponies clinging to her. “I have all that I need right here.”

Silver Spoon rolled her eyes and gently punched Diamond’s shoulder. “Oh come on, you can't give up yet! Just imagine Apple Bloom and Scootaloo pregnant with your foals.”

Diamond Tiara’s flaccid cock twitched slightly as the image flashed through her mind. “That does sound awesome.” She muttered.

“And it would mean that we were all friends.” Sweetie Belle offered. “Because as it stands right now I’m pretty sure Scootaloo would throw a fit. Apple Bloom I’m less sure about.”

“That would be the perfect place to start.” Silver Spoon pointed out, sitting up suddenly. “After that Scootaloo would be isolated and she would have no choice but to sleep with you!”

Diamond Tiara frowned and crossed her forehooves over her chest. “When you put it like that it doesn't sound very nice.”

Silver Spoon rolled her eyes. “I mean I guess, but it's true.”

“And it would be nice to all be friends together.” Sweetie Belle added with a small smile.

“Hmm.” Diamond Tiara hummed to herself, tapping her chin while deep in thought. “How would we talk Apple Bloom into it though?”

Diamond Tiara lifted her head as Button Mash reached behind her, and pulled forth the large pillow she was leaning on before fluffing it and placing it back in it's spot. “I don't know, but I heard from Tender Taps that she really likes strong ponies. Maybe you could hit the gym.” He offered.

Diamond Tiara shook her head, accepting a glass of water handed to her by Sweetie Belle. “That would take too long.”

“Well you would be pretty hot with a little more muscle.” Silver Spoon mused.

Diamond Tiara rolled her eyes. “I am not going to the gym just to try and seduce Apple Bloom.”

“I mean that wouldn't be the only reason.” Button Mash offered.

Diamond Tiara groaned. “And thats final. Besides, we don't have the slightest clue how to actually seduce Scootaloo. Convincing all her friends sounds good, but who's to say she wouldn't just get mad and leave?”

“You could seduce Rumble first.” Button Mash offered as he filed the mare’s hoof.

“That could work.” Diamond Tiara mumbled, sipping out of the levitating glass of water floating next to her.

“I don't think that's necessary yet, and we were talking about Apple bloom first.” Silver Spoon corrected.

“Why not show her just how good your cock is?” Sweeite Belle offered. “It worked for me anyway.”

“And add to that a little isolation when you seduce her other friends.” Silver Spoon added.

“That is so hot.” Button Mash mumbled, already imagining what it would be like to get fucked nearly constantly by the dominant mare, all while being in a relatively public space, Apple bloom constantly walking in to find him laying there with a cock inside him.

The idea seemed to make the rounds, with the rest of them all thinking of similiar ideas. “I agree.” Silver Spoon remarked with lecherous smile.

“I agree. Plus then she would get curious, and a little hot and bothered.” Sweetie Belle exclaimed.

“And with Scootaloo gone to Canterlot for two months you wouldnt have to worry about her mucking things up.” Button Mash offered, pulling back the file and blowing on the mare’s hoof. When he looked up he noticed the other mares all looking at him, making him realize what he said. “Oops, I wasnt supposed to say that.”

“How did you know that? Scootaloo hasn't said anything to me.” Sweetie Belle exclaimed.

“Oh uh, my mom goes to the spa with her aunts.” Button Mash explained. “She told her about some adoption stuff not going through and they had to go Canterlot for some sort of hearing or something.”

“Huh.” Diamond Tiara muttered. “That does make things significantly easier.”

“Way easier.” Silver Spoon agreed.

“So is that the plan? Seduce all her other friends, and let Apple bloom walk in on you fucking her?” Sweetie Belle asked.

“I mean when you put it like that it doesn't sound like the best plan.” Diamond Tiara remarked.

“I think it would work.” Button Mash offered. “All you have to do is keep interrupting her before she gets a chance to blow off a little steam and you’ll have her in no time.”

“And if it doesn't work you will have seduced a bunch more ponies.” Silver Spoon pointed out.

“True.” Diamond Tiara muttered, before slowly nodding. “Alright, it's a plan.”

“Aweosme. Does that mean we can do it again?” Button Mash asked eagerly.

“Hey, it's my turn with Diamond’s cock!” Silver Spoon exclaimed, pouting profusely.

The dickmare herself merely rolled her eyes and sighed. “Fine, but after that you three can suck my cock. I’m getting a little tired.”

“Yes!” Silver Spoon exclaimed, pumping a hoof in the air.

Button Mash blushed and looked over to Sweetie Belle. “So does she uh, taste as good as she feels?”

“Better.” Sweetie Belle replied.

“Fuck yeah.” Button Mash exclaimed.

Diamond Tiara shook her head slowly, grinning as she looked out over her bitches with pride brimming in her chest.

Author's Notes:

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Chapter 2

The hustle and bustle of the Ponyville school was something to be expected, as though it wasn't an overly large building, it was packed tight with students. The old school house was gone, and in it's place were ten rooms in a tightly packed two story building. The outside of which was designed to replicate that same one room school house that had once stood where this new school now does. Red pink and white dominated the exterior and interior alike, with a large bell standing atop the large entrance to the building, though the bell itself was largely ceremonial and hadn't actually been rung in years.

It was on the second floor, where the older years were primarily taught, that Diamond Tiara, Silver Spoon and Sweetie Belle now resided, the mares either standing next to or leaning on the wall of lockers. The three mares were locked in their own private conversation, though that didn't mean they didn't notice the occasional stares or hushed conversations that went on around them. They didn't seem to mind though, as it was a far cry from the looks and whispers they had gotten during the first few weeks of their friendship.

Diamond Tiara was currently leaning against her locker and half heartedly listening to a conversation between two mares several feet away. “They think you got pregnant from a toilet seat.” She blurted out suddenly, gesturing towards the two gossiping fillies across the hall.

Silver Spoon raised an eyebrow and looked from Diamond Tiara to the other fillies, only to turn back and roll her eyes. “Figures, those two didn't pay any attention in health class.”

Sweetie Belle stifled a giggle, eying the now uncomfortable fillies across the hall from them. “I heard they were too busy making out to pay attention.”

Diamond Tiara smirked. “I always knew they were a little too close to be ‘just friends’.”

The two fillies quickly scampered away, blushes crossing their faces, and leaving the trio relatively alone in their section of the hall. “So.” Diamond Tiara began. “Did Button Mash find out anything more about Scootaloo?”

Sweetie Belle shook her head. “No. He said his mom doesn't know anything either and Scootaloo’s aunts haven't been seen in town since Scootaloo left the other day.” Her eyes suddenly lit up and she unslung the bags from her back. “Oh, I almost forgot. He asked me to give you this.”

“Did he send more chocolates?” Silver Spoon asked eagerly, looking over Sweetie Belle’s shoulder.

“No, better. Flowers, and a card too!” Sweetie Belle replied, pulling out a small bouquet of what looked like wildflowers as well as a small hand written card.

Diamond Tiara blinked and awkwardly took the flowers. “Wow, some of these are from the Everfree.” She commented, noticing the black and orange tiger lily in the center of the arrangement.

“Wow Diamond Tiara, I didn't know you were such a flower nerd.” Silver Spoon commented while snickering to herself.

Diamond rolled her eyes and gently punched the other mare in the shoulder. “I’m not. Those are just my dad’s favorite flower, he always goes on and on about trying to grow them at home but they always die.”

“Well I think it's sweet.” Sweetie Belle interjected.

“That your boyfriend is giving Diamond Tiara flowers and not you?” Silver replied with a smirk.

“He got me a bouquet as well, just without the tiger lilly.” Sweetie Belle replied, blushing hotly. “I bet he saw them around your house and thought they were your favorite.”

Diamond Tiara blushed a little harder. “They are really nice. Are they edible?”

Sweetie Belle nodded. “Yup! He made sure to mention that they were all quite nutrios as well.”

“That is kind of sweet.” Silver Spoon admitted, pointing to a bright red flower near the centre. “Hey Diamond, do you mind if I ate that one? It looks good.”

“Go ahead.” Diamond Tiara offered, extending the bouquet. “That goes for you as well Sweetie Belle.”

“Thats nice, but don't you think you should-” Sweetie Belle frowned as Silver Spoon plucked the red one from the centre and through back the entire thing, chewing loudly. “-put those in some water.”

Diamond Tiara shrugged. “It's the thought that counts honestly, besides. I know how hungry you girls get before lunch.”

“Well they do look really good…” Sweetie Belle murmured, reaching towards a white and purple flower near the edge. “Maybe just one or two.”

“These are really good.” Silver Spoon muttered, mouth still full of flower.

With her mares now occupied with eating her arrangement of flowers, Diamond Tiara looked down to the card and noticing that it was made from the same kind of cardboard that was found in abundance in the art room. On the front were several large red hearts, emanating from an infatuated little colt that had the same colors as Button Mash. With a smile on her face, Diamond Tiara opened the card and began to read.

Roses are red, violets are blue, I like your dick, and also the rest of you.

Diamond Tiara couldn't help but snort when she read the line, breaking down into a fit of giggling that saw the two other mares stop mid snack and stare at the laughing mare. “Whuh?” Silver Spoon muttered, looking to Sweetie Belle, who in turn shrugged her shoulders.

The two pregnant mares went back to their impromptu meal, finishing the last of the flowers quickly. “So what did it say?” Silver Spoon asked, giving Diamond Tiara a poke to the midsection.

The dickmare shook her head slowly, wiping a tear from her eye. “That's between me and him. Also, Sweetie Belle? Make sure you bring Button Mash with you tonight. I was thinking of having a little alone time with both of you.”

Silver Spoon pouted visouly. “But I thought you said it was going to be a normal night. You know, between the three of us!”

“That's tomorrow night.” Diamond Tiara lamented. “Remember?”

“Fine.” Silver replied, pouting even harder then before.

“Anyway.” Sweetie Belle began. “Are we going to get moving on the plan to get Apple Bloom in on it? It's been a few days and it seems obvious now that Scootaloo is not going to be coming back anytime soon.”

“True.” Silver Spoon added, tapping her chin. “We could start moving with the plan as early today if you wanted.”

“I still like the soft start aproach.” Diamond Tiara replied. “It really sets up our idea, and plants the idea in her head.”

“Ooh I like it.” Sweetie Belle remarked.

“I still don't see why I can't be the one to plant the seed so to speak.” Silver Spoon added.

Diamond Tiara rolled her eyes. “Weve told you before Silver, it works better if Sweetie Belle did it, as they are friends while you two hardly even know each other.”

The older mare frowned, but couldn't deny the truth of Diamond Tiara’s words.

“There you are.” A new voice suddenly interjected. “I was looking for you everywhere.”

The trio turned to see a rather irritated Apple Bloom standing several feet away, one hoof tapping on the floor. “What are you doing hanging out with these losers Sweetie Belle?” The farm pony asked, glaring at Diamond Tiara all the while.

“Losers?” Silver Spoon scoffed. “What are you five? I’ve heard better insults from my grandmother, and she’s mute.”

Apple Bloom’s anger seemed to fizzle a moment as she stood there gaping. “W-whatever Silver Slut! I was talking to Sweetie Belle!”

Silver Spoon rolled her eyes, and was about to fire back an insult of her own before Sweetie Belle suddenly walked forward and pressed her lips against Diamond Tiara, surprising everyone with the sheer suddenness of it all. It took a second for Apple Bloom to even muster a response, the mare so taken aback by the sudden turn of events that she stood there gaping silently. Sweetie Belle wasn't done there though, and she leaned forward, pressing herself against Diamond Tiara’s lips and drawing the other pony deeper and deeper into the kiss.

Diamond Tiara’s tongue slipped past the other mare’s lips, sliding into Sweetie Belle’s mouth, a change that Apple Bloom quickly noticed, her jaw hanging even wider than before. For a moment the farm pony could hardly even think, her mind running at a hundred miles an hour, utterly baffled by this most recent turn of events. Sure she had heard the rumours, the hushed conversations that insisted that Sweetie Belle was in some sort of relationship with Diamond Tiara, but the farm pony had never been one for gossip, and had simply denied them.

Now there was pure, undeniable truth sitting right in front of her as even a passing glance would tell her that this was a level of passion that couldn't be faked.

Their bodies arched towards one another, their lips pressed firm, their tongues intermingling, it was all so perfect, that Apple Bloom could instantly tell that they had experience. Experience with not only the act of kissing itself, but with each other, with the whims and wants of what each mare desired.

Sweetie Belle had been pushed back slightly, with Diamond Tiara’s body becoming more dominant as she took control of the kiss. The larger mare’s neck arched down, and she ran a hoof along Sweetie Belle’s neck, drawing a submissive quiver from the smaller mare, and making her further melt into the kiss. Sweetie Belle’s eyes remained closed through it all, the mare’s hoof gently caressing Diamond Tiara’s own as they continued to make out in front of everyone.

“Pfft, show off.” Silver Spoon muttered angrily.

The mare’s words seemed to break the silence for a moment, allowing Apple Bloom to think of a somewhat snide insult, only to stop when Diamond Tiara suddenly grabbed Sweetie Belle’s forehooves and all but picked her up and shoved her against the lockers. Throughout it all, their lips remained locked, their tongues continuing their gentle dance back and forth in each other's mouths.

Once more Apple Bloom’s mouth fell open, and she stood there slacked jawed as her and everyone else in the hall stopped and stared at the scene playing out before them.

Sweetie Belle’s entire body seemed to open itself to Diamond Tiara’s advances, allowing the dominant mare to run a hoof down Sweetie Belle’s chest while the other remained right beside the unicorn’s head. Sweetie Belle on the other hoof, merely stood there, one hoof wrapped around Diamond Tiara’s shoulder while the other forehoof remained limp at her side. Their bodies were pressed tight together, though even then it was painfully obvious that someone was very aroused, as the hall seemed full to the point of bursting with the scent of a mare in heat.

Then, just as suddenly as it began, the make out session stopped, and Diamond Tiara pulled back. Or at least that's what Apple Bloom assumed was going to happen when the dominant mare broke the kiss. What really happened was Diamond Tiara merely kissed another part of Sweetie Belle’s body, drawing a line of kisses down the mare’s neck, ending just below her ear where she gently nibbled at Sweetie Belle’s neck.

Throughout it all Sweetie Belle moaned lewdly, her voice easily carrying down the hall as she was lavished in attention. The unicorn was not a simple bystander to what was happening though, and she lifted a back leg and wrapped it around Diamond Tiara’s midsection, holding her close and stopping any attempt the mare may make to break free. Not like Diamond Tiara was going to do that, as she had grown quite hot and bothered, the thought of teasing not only Sweetie Belle but Apple Bloom as well turning her on more then she would care to admit.

It almost felt like a show of dominance, of control, and it served as a potent statement of just where she stood with Sweetie Belle and to an extent, Silver Spoon as well. Something that even the relatively oblivious Apple Bloom could easily tell.

Diamond Tiara didn't remain on Sweetie Belle’s neck for long though and she quickly trailed a line of kisses back up to the submissive mare’s mouth where she continued the rough make out session with gusto. The tension building behind her seemed to take a little of the wind from her sails, and by then she was more than a little tempted to see just what kind of look was on Apple Bloom’s face right now.

So it was, with great reluctance that Diamond Tiara pulled back, but not before gently biting the bottom of Sweetie Belle’s lip, and smirking as the submissive mare moaned louder than ever. With her message now clearly sent, the well endowed mare pushed back, landing down on her own hooves for the first time in over five minutes. A second later Sweetie Belle followed her, a blissful expression now plastered firmly to her face.

“So Apple Bloom.” Diamond Tiara began, smirking at the still stunned expression on Apple Bloom’s face. “Still think were losers?”

Sweetie Belle giggled, pressing herself against Diamond Tiara’s side and nuzzling the dick mare. “Yeah Apple Bloom. What do you think?” She added.

“I-I-I.” The farm pony’s jaw suddenly slammed shut. “I have to go.” She blurted suddenly, turning and running down the hall, disappearing into the wall of stunned faces that looked on in mixed states of arousal.

Diamond Tiara turned to her friends. “Uh, what was that?”

“I agree, that was kind of weird, even for Apple Bloom.” Silver Spoon remarked. “I would have expected insults, or something. Just not that.”

Sweetie Belle sighed blissfully, continuing to rub herself against Diamond Tiara’s side. “That's just Apple Bloom for you. She has trouble processing some things and thus has a tendency to just run away when she gets overwhelmed.”

“Weird.” Diamond Tiara muttered, vaguely aware of the fact that the rest of the crowd was beginning to break away, an irritated teacher yelling from somewhere near the back, angry that the hall was blocked off by foals.

“So are we gonna skip class for a bit and deal with little Diamond?” Sweetie Belle whispered in Diamond’s ear, one hoof reaching beneath the dominant mare’s body and running down her stomach.

“Silver Spoon, you stand guard outside the bathroom, I won't be long.” Diamond Tiara commanded, grabbing and shoving Sweetie Belle into the nearby bathroom before following a second later.

Silver Spoon, now annoyed, and without any manner of relief, grumble silently to herself, imagining all the ways she would get back at Sweetie Belle for depriving her of another dose of Diamond dick. “Goddess above I hope they don't take too long, I’m fucking sopping over here.” She muttered to herself, taking post outside the washroom.

The mare idly watched as the rest of the student body that had been watching Diamond Tiara’s little display slowly walked away, the mare keenly aware of just how many mares and even stallions that seemed to be turned on by what they had seen. The scent of arousal filled the air, mixing with the many, hushed conversations that were now swirling around them, every pony speaking animatedly in whispers about what they had seen.

As she stood there, Silver Spoon couldn't help but feel a smile slowly come to her face, replacing the irritated grimace that had been there a few moments earlier. “Well would you look at that. This whole seduce the school plan might be easier then I thought.” SIlver Spoon whispered to herself, noticing more than a few males scurrying off with a hoof over their crotch as well as even more mares doing the same.

Apple Bloom walked nervously towards the small lab room at the end of the hall. Officially it was a homework resource room, that had an assistant teacher waiting for anypony who needed either a safe space, or some additional help with their homework. Unofficially it was a meet up place for the cutie mark crusaders who usually kicked everyone else and used the somewhat private place to plan new pranks.

Now though, something felt off, and while Apple Bloom trotted down the hall she couldn't help but feel a little self conscious. A few ponies stared blatantly at the farm pony, having whispered conversations about what had happened a few hours ago. Already the rumour mill was beginning to turn, and though Apple Bloom tried not to pay attention, it was hard to avoid the many whispers that spoke of not only Sweetie Belle being engaged in a relationship with Diamond Tiara but Apple Bloom as well. The bully had tried to deny these rumours, but her dismissal of said rumours only seemed to make them flourish even more.

Apple Bloom sighed as she neared the door to the resource room, silently thankful that at least she would have a quiet place to work on her math and not listen to another stupid rumour about her having a lover’s tryst with Diamond Tiara. That thought made her stop and think, the image of Diamond Tiara and her being in some sort of deep intimate relationship giving her pause.

“Cut it out brain.” Apple Bloom muttered, giving her head a firm shake and dismissing the cloying thoughts that clung to the inside of her skull. “I do not like Diamond Tiara in that way, or at all even. She's a stupid blank flank who is uh… Dammit Scootaloo was always the one to come up with the insults.”

The mare walked the rest of the way to the room in silence, grumbling silently to herself as she trotted the halls of Ponyville high school. It didn't take long for Apple Bloom to reach her target though, and as she neared she saw a shape move past the glass window on the door, as if someone had been watching her.

Stopping in place, Apple Bloom stopped and stared at the window, waiting a few seconds to see if the pony would return. When that didn't happen, she shrugged her shoulders and walked up to the door and pushed it open.

She only took a single step inside before her brain seemed to catch up with her and realize what the hell she was seeing. “The fuck?” She muttered weakly.

On the table before her was Pipsqueak, his head hanging over the side of the table, a line of cum dribbling past either side of his lips. His expression was distant, his eyes glazed over as he lay there on his back, legs raised and spread, allowing a stunned looking Diamond Tiara to stand neatly atop him, her cock balls deep inside the male. The dickmare stared down at Apple Bloom, her hips no longer moving, though her cock remained lodged inside the colt’s tight hole, his stomach bulging obscenely as more and more cum was forced inside of it.

Now that she looked, Apple Bloom realized just how massive the diminutive colt’s stomach truly was, and as she watched it grew larger still. Apple bloom was also distinctly aware of the colt’s girlish moans, filling the air, along with a faint whimpering coming from the ground to her right.

Looking down, Apple Bloom noticed that on the floor lay the assistant teacher she couldn't remember the name of. Her vibrant green mane and tail were covered in cum, and she lay on the floor, rubbing her cum filled belly, uncaring to the world around her as she hummed softly to herself, too caught up in her own little world to even notice what was happening around her.

Apple Bloom shook her head and took a step back, nearly falling over her own hooves, her eyes registering that Sweetie Belle and Silver Spoon were looking at her as well from their spot on either side of Pipsqueak and Diamond Tiara. Silver Spoon smirked, motioning for the mare to come closer. “Come on Apple Bloom, join us.” She whispered.

“Yeah Apple Bloom, join us.” Sweetie Belle added, in a slightly less creepy voice then the one SIlver Spoon had used.

Unable to say anything, and with her mind still reeling, Apple Bloom did the only thing she could think of. Run.

The farm pony turned and ran back the way she came, her hooves clattering across the floor as she struggled to get her limbs in order. A second later and she was already down the hall, with two rather disappointed mares staring out into the hall and at the fleeting form of the sprinting mare.

Silver Spoon rolled her eyes and pulled the door closed. “Well that was a bust.” She muttered.

“Speak for yourself.” The assistant teacher muttered, struggling to her hooves. “That was the best sex I’ve had in months. And easily the most filling.”

Diamond Tiara chuckled as she slowly pulled out of Pipsqueak, ignoring the whimpering colt completely as she pulled her cock from his cloying depths and hoping down from the table. The second her hooves hit the ground the assistant teacher was there in an instant, swallowing every inch of dick Diamond Tiara had and quickly getting to work cleaning it of any stray drops of cum that escaped Pipsqueak's ass.

Diamond Tiara sighed contently as the teacher got to work, running a hoof down the mare’s back as she got to work. “So, did she at least look a little turned on?” She asked.

Sweetie Belle shrugged. “I kinda wasn't paying attention for most of that.”

“Well I was, and you were right. It was kind of a bust.” Silver Spoon lamented.

“Dammit.” Diamond Tiara muttered. “I was hoping for something after going through all this. But I suppose a couple good lays were nice. You were great miss Greenbriar.”

“Mmf mf.” The mare muttered back, thanking Diamond Tiara for the kind words.

“Well I’m glad you had fun.” Silver Spoon muttered.

“Oh come on, you came at least twice back there!” Sweetie Belle whined.

The older mare frowned, but the slight blush crossing her cheeks betrayed her disgust. “Yeah, you are getting pretty good at eating me out.”

“Alright you two, save it for later, we got a plan to figure out.” Diamond Tiara commanded, her two hench ponies jumping to attention. “We have to face the possibility that this plan won't work and if it doesn't, we need a back up plan.”

“Whut plan?” Pipsqueek asked, lazily rolling onto his side, his belly sloshing audibly as seed rolled around inside him.

“I’ll tell you later Pipsqueek.” Diamond Tiara remarked before turning back to the two mares and ignoring the one still sucking away at her cock. “So, thoughts?”

Sweetie Belle shrugged. “I mean, I don't see a problem with our current plan. Worst case scenario you keep knocking ponies up and having a ton of sex that doesn't end up going anywhere.”

“I mean it's nice but I am kinda focused on the whole seducing your friends thing now that you girls talked me into it.” Diamond Tiara replied.

“Wait, I got it.” Silver Spoon announced suddenly, a wide smile growing across her face. “I could go digging for some dirt while you two keep going with the plan, so if one doesn't work the other definitely will.”

“I don't know how I feel about blackmailing someone into having sex with me.” Diamond Tiara remarked with a frown.

“Yeah that is a little too far Silver Spoon.” Sweetie Belle added.

The older mare sighed and rolled her eyes. “It's not blackmail. It's, I don't know, information gathering? Look, my point is I was just hoping to snoop around and find out what she's into ya know? Like kinks and stuff, not that.”

“I mean that doesn't sound too bad.” Diamond Tiara mused, tapping her chin while she considered Silver Spoon’s idea.

“Oh, you guys should totally snoop around the farm, I heard from a buddy that her family is into some weird stuff.” Pipsqueak offered.

“Augh, that's just a rumour.” Sweetie Belle whined, rolling her eyes. “Big Mac and Applejack are not her parents.”

“That would be so hot though right?” Pipsqueek asked, only to notice that no one seemed to like his idea, causing him to shrink back a little. “Does this mean no round three?”

“Well I wouldn't go that far…” Diamond Tiara muttered, shaking her head. “Regardless. So long as you do not do anything stupid, or try blackmailing her, a little more information couldn't hurt.”

Silver Spoon flashed the mare a wide grin and saluted. “You got it boss! I’ll start at the farm and work my way from there.”

“And don't spy on Applejack and Big Mac!” Diamond Tiara added as the older filly slipped out the door. “I’m going to regret this, aren't I?”

“Probably.” Sweetie Belle said with a shrug.

“Soooo, round three?” Pipsqueak interrupted.

Diamond Tiara frowned, and looked down at Greenbriar who was still sucking away at the dick mare’s now hard cock. “Well I am hard.” She muttered.

“Yes.” Pipsqueek muttered, pumping a hoof in the air.

“But I think Greenbriar deserves the next round more than you mister incest.” Diamond replied pointedly.

“Daw come on. Would you believe me if I said it was a joke?” The mail replied weakly, only to get a glare in return. “I didn't think so.”

“Now then.” Diamond Tiara began, cracking her neck and looking down at the mare who currently had the dick mare’s cock in her throat. “Let's get this party started, shall we?”

Apple Bloom walked the silent halls of the basement with a hesitancy that the bully had never shown on school grounds before. The basement was ill used, and the only room students were allowed to be in was the old rec room that was used when it was too cold for recess. The rest of the backup classrooms had been deemed unnecessary and had subsequently filled up with broken desks, chairs, decorations and numerous other kinds of clutter.

At the far end of the hall on the left hand side was the one room that wasn't utterly filled with random things, and it was also, the filly’s current destination.

The room had been somewhat cleaned out by Scootaloo and a few of her lackies, who had created a wall of stuff that obscured a hidden meeting area behind it where the fillies could hang out in complete privacy. Only her, and a few others knew of it, and how to sneak through the wall of junk without having to spend hours digging through it.

This place, this hidden location far from the reach of Diamond Tiara was the place she was supposed to meet Tender Taps.

The filly’s hooves hastened at the thought of the cute colt that was supposed to be waiting for her in the room beyond. It was supposed to be a rather routine meeting, where they could talk and hang out without having to worry about intrusions, and if Apple Bloom was lucky, they could also spend the lunch hour making out.

With a blush now firmly plastered to her face, Apple Bloom stopped in the middle of the hall and gave her head a firm shake. “He's just a friend, cut it out.” She whispered to herself, giving her hoof a little stomp. “You need to keep a look out for Diamond Tiara and her friends.”

Her jaw now set, and her confidence bolstered, Apple Bloom walked down to the end of the hall, and leaned against the door to the room. When she was able to ascertain that there was no sound beyond the mahogany portal, she pushed it open and stepped inside.

Once inside the scent of dust all but punched her in the nose, only dulled by the slightly sweet scent that came from the pile of fake flowers next to the door. Directly before her was the wall of stuff, standing over twice as tall as Apple Bloom was and nearing the ceiling, beyond which the filly could see a small light on, indicating that at least someone was here, and was currently using the lamp Scootaloo had stolen from the art room.

A smile slowly crossed the filly’s face and she allowed herself to feel a small amount of hope, which she mercilessly crushed under the iron hoof of paranoia. Remember to look out for Diamond Tiara.

The farm pony stopped, and gave the air a sniff, wary for the scent of sweat, or other such fluids that may alert her to something naughty going on just beyond. The filly’s nose was unable to pick up anything that wasn't fake flowers, or dust, making Apple Bloom frown. She stopped and listened for a moment, making sure to stand perfectly still as she did so. After a few tense moments, she didn't hear anything, and slowly relaxed.

She's not here. She thought to herself, relief flowing through her body.

Confidence surging, Apple Bloom leaned down and pulled a seemingly random box out of the way before slipping through the space and deeper into the cluttered mass of desks and chairs. A few more twists and turns later and the scent of dust and over perfumed flowers were now behind her, replaced by a scent she couldn't place.

Oh no. She thought to herself, her hooves stopping just before she turned the final corner and emerged into the secret hide away.

Slowly, Apple Bloom slipped around the final bend and peeked around the corner, only for her jaw to once more hit the ground.

On the floor before her was tender taps, ass raised in a perfect profile, giving the farm pony a good view of his bloated cum filled stomach, and small, limp cock that was currently dribbling cum. On his back was none other than Diamond Tiara, her cock slowly pulling in and out of the male’s stretched asshole.

Unable to move, Apple Bloom continued to stare, not wanting to believe what her eyes were telling her. Tender Taps’ usually well coiffed mane was a mess, thick strands of cum marring the normally cute purple hair. In his mouth was what looked like a ball gag of some kind, the actual ball being bright red while the straps that kept it firmly latched in place being a deep black. The male’s hooves quivered with every slow, methodical thrust, his expression being one of pure lust, his eyes having rolled back into his head as his tongue fell out of his mouth.

It was an expression not mirrored on Diamond Tiara, who seemed unmoved by the entire act, barely showing any real drive or desire whatsoever. Sure she seemed to be enjoying herself, a small smile on her lips, but she also seemed to be waiting for something, and was glancing over to the side, where Sweetie Belle was laying, every few seconds.

Following Diamond Tiara’s eyes, Apple Bloom finally tore her gaze from the coupling ponies before her, and towards Sweetie Belle, only to once more have her mind blown by what she saw. Her friend, her sweet, innocent friend, who had only ever reluctantly gone along with Scootaloo’s little plans, was laying there with her legs spread, a hoof rubbing her gaping pussy as she watched Diamond Tiara and Tender Taps fuck mere feet away.

The filly was obviously enjoying the sight, and she licked her lips and nodded to Diamond Tiara, her hoof moving a little faster while the other forehoof grabbed and played with the filly’s surprisingly large tits. In that moment Apple Bloom was forced to realize several things. One, Tender Taps likely wasn't going to be interested in a make out session with her. Two, Sweetie Belle was no doubt in on it with Diamond Tiara, as the first time may have been a fluke. Now though? All such doubt was gone. Three, Diamond Tiara was no doubt targeting Apple Bloom, though the purpose of which was lost to the farm pony.

While she was realizing all these things, Apple Bloom continued to stare as Diamond Tiara sped up her thrusts, pounding Tender Taps’ hole with increased fervor. Something that made the poor colt moan louder, his cock swinging back and forth and smacking audibly against his jiggling belly. A stomach that was so large, that it nearly trumped the truly massive one she had seen on Greenbriar a day earlier.

The earth pony licked her lips at the sight, a hoof snaking down between her legs and towards her pussy, her gaez never leaving the colt. It was strangely fascinating to see just how big Diamond Tiara’s lovers seemed to get, and something about that largeness kept Apple Bloom’s attention latched onto Tender Taps. Later she would wonder if it was some inherent desire to have foals of her own one day, or whether or not it was just hot, but right now Apple Bloom didn't really think that grandly. All she knew, was that she enjoyed the sight enough that she was considering getting off right here and now.

Meanwhile Diamond Tiara’s pace continued to accelerate until such point that her balls slapped audibly against Tender Tap’s much smaller, less impressive orbs. His member swung back and forth slapping loudly against his cum stained chest before swinging back. Throughout it all the colt was moaning louder and louder, his muffled cries of pleasure not being wholly stifled by the gag stuffed into his mouth. As her pace grew faster, the colt’s cries grew louder, and the sound of his stomach sloshing grew as well.

Apple Bloom ran her hoof along the exterior of her pussy, too captivated by what she saw to truly think about her actions. It felt good, strangely good, to be the observer, the watcher, the one not partaking, but still enjoying it nonetheless. This illusion of distance was the perfect facade that Apple Bloom very nearly fell into.

It was only when she considered joining did she realize that this all was part of their plan to seduce her. Shaking her head, Apple Bloom drew in a deep, steadying breathe, one that allowed the filly to center herself and push out the lustful thoughts she felt cloying at the edge of her mind.

With a scowl now on her face, Apple Bloom turned and walked away, catching a faint glimpse of a frown on Sweetie Belle’s face before she began to slip back through the tunnels and towards the rest of the school. She walked quickly, ignoring the box that hid their little hidey hole from the world and simply putting as much distance between her and those sex crazed weirdos as physically possible.

Behind her, Diamond Tiara sighed as she continued to hump Tender Taps. “Another failure.” She muttered aloud.

Sweetie Belle pulled herself up from the floor, an act that took a surprising amount of strength. Once standing the unicorn stopped and gave her stomach a quick glare, both surprised and distressed to feel just how difficult standing was while less then a full month into her pregnancy. For a moment she wondered if it was twins or something, but she quickly brushed off that thought and made her way over to Diamond Tiara. The father of her foal had asked her a question and Sweetie Belle refused to not do her best to answer that question, even though Diamond Tiara didn't know she even asked it.

“It was not a failure.” Sweetie Belle asserted. “She very nearly broke down and started masterbating right then and there.”

“Really?” Diamond Tiara replied with a surprised look. “I guess fucking Tender Taps paid off more than I anticipated. Though it is still disappointing that she didn't break down and enjoy us, as I just know Tender Taps would have loved that, wouldn't you?”

The colt moaned louder still, nodding his head.

“I knew it.” Diamond Tiara remarked. “I bet you were thinking of watching me fuck her long and hard before putting a foal in her belly wouldn't you?”

“Mmf!” Tender Taps yelled through the gag.

Sweetie Belle giggled. “You know Diamond Tiara, we have another half hour before we have to get back to class. Maybe we could make that little fantasy of his come true, only with me, and not Apple Bloom.”

“What do you think Tender Taps? Do you want me to fuck the hell out of Sweetie Belle while I let you watch and if your lucky, I might even let you touch yourself?” Diamond Tiara asked.

“Mmf mmf.” Tender Taps replied, nodding eagerly.

“Well alright then, we better hurry up.” DIamond Tiara grinned devilishly and sped up her pace significantly. “We wouldn't want you to be too late for class now would we?”

Apple Bloom krept through the bushes outside the school, making her way to the classroom at the end of the row. The sun was just starting to set, indicating that she didn't have long before her appointment with Cheerilee, but even the knowledge that she might be late was not enough to make her increase her pace. She had to make sure she was not walking into another one of Diamond Tiara’s traps and if that meant having to apologize to Cheerilee, then that was just something she would have to do.

The bushes were slightly overgrown, perfectly hiding her movements from the few ponies lingering on school grounds after school was out. Apple Bloom noticed a few ponies going this way and that, but few lingered and none looked, allowing her free reign to crawl through the underbrush and make her way over to the open window she saw at the end of the row.

Rubbing her hooves together, Apple Bloom mentally congratulated herself on her forward thinking, the filly having opened the window earlier today knowing full well that Cheerilee usually didn't bother closing them until she left for the day. It was also one of the smaller ones that swung out from the bottom, meaning no one would pay it any attention, even if she were to pop her head up into the crack.

She paused before doing that though, her head a mere foot under the lip of the window, her nose twitching as her ears strained. The bush more or less dominated her sense of smell, but there was something else there, something small, and distinctly strange. At first Apple Bloom thought it was the scent of glue or something, but after a few more seconds she quickly realized it was the distinct smell of sweat.

Worse yet, she could hear the faint clap of flesh meeting flesh, instantly bringing to mind the image of Diamond Tiara’s meaty cock plowing into Tender Taps’ hole, their balls connecting briefly. As she lay there, too paranoid to move, the sounds continued rhythmically, a slow, hard slap that made Apple Bloom imagine two ponies gripped in a deep state of lust, their bodies close together as they passionately made out while continuing to fuck.

The filly shivered, a heat already blooming between her legs, a heat that she pushed down before focusing her mind on the task at hoof. No matter what she thought was happening in there, she needed to see for herself in order to confirm it. After all, Cheerilee could have just had a class fresh from gym and the sounds she heard could simply be… something else, that Apple Bloom couldn't even imagine.

With her confidence slowly building, the farm pony lifted her head and slowly peaked over the rim of the windowsill. The classroom beyond was relatively empty, the desks pushed together in the middle with a blanket thrown over top, forming a sort of bed for Diamond Tiara and Cheerilee who were currently fucking right in the middle.

Apple Bloom knew she should turn around right then and there, to put as much space between her and Diamond Tiara as possible, but her position near the window had emboldened her somewhat, and she allowed herself to indulge in the heat within, secure in the knowledge that they didn't know what she was doing. A thought further aided by the sight of Sweetie Belle who stood next to the door, the pregnant filly standing on her hind legs as she peeked through the small glass window near the top.

Unlike before, where Diamond Tiara seemed clearly in charge, this time it was her partner, Cheerilee who seemed to firmly hold the reigns of power. The older mare had one hoof on Diamond Tiara’s chest, pushing her down firmly against the desks, her large rump moving up and down the filly’s thick cock with the ease of a practiced professional.

Diamond Tiara herself seemed more then okay with this, and was laying back, forehooves behind her head, a blissful expression on her face. The soft claps of Cheerilee’s ass meeting Diamond Tiara’s crotch being the only sound but the low moans coming from the teacher. Another thing that was different was the fact that Diamond Tiara’s partner had no giant, cum filled stomach this time around, the two obviously having just started a few minutes ago and had now worked up to a faster pace. Something that Apple Bloom didn't notice at first, but as she continued to stare she noticed how the two ponies seemed to slowly reach a harmony where their thrusts matched one another.

It was then that Cheerilee sighed contentedly, running a hoof down Diamond Tiara’s chest. “Good girl. Youve done this a lot haven't you?” The teacher remarked with a faint smile.

“You could say that.” Diamond replied with a grin of her own.

“Such a naughty little filly.” Cheerilee admonished with obviously faked annoyance. “I just might have to keep you in detention for the rest of the week in order to -mmf- correct this behavior.”

Diamond Tiara shuddered, the filly obviously enjoying the teacher student dynamics more then she had initially let on. “If that's what it takes miss Cheerilee, I’ll be here however long it takes.”

The older mare giggled while she continued to ride the dickmare. “I might even have to add on an extra week or two considering the little prank you two are trying to pull.”

Diamond Tiara gulped, glancing over to a nervous looking Sweetie Belle. “What prank? I just uh, really wanted to fuck you?”

Cheerilee rolled her eyes. “First rule of lying, don't phrase the lie as a question. Secondly, you two are about as easy to read as the books I hand out to my first graders.” The teacher smirked, her slow pace speeding up somewhat, her generous ass smacking loudly against Diamond’s crotch. “Secondly, you two suck at whispering.”

Sweetie Belle sighed. “I’m sorry miss Cheerilee.”

“Can you ever forgive us for uh, using you?” Diamond Tiara asked, already wincing.

The teacher laughed aloud. “Oh filly, I knew what you were planning from the second you walked in with that practiced swagger of yours.” Diamond blushed even harder, shrinking down as small as she could get. “You two are good ponies, so I forgive you. Besides, I’ve seen how big you are and was looking forward to hearing what pickup lines you used. They were pretty good.”

“T-thanks.” Diamond Tiara stuttered. “Sweetie Belle wrote most of them though.”

The other filly blushed, a forehoof nervously pawing at the floor. “I just saw some of the romance novels you read during homework period and stole them from there.”

Cheerilee nodded slowly. “That's very astute of you Sweetie Belle, though I would hope that you use such observational abilities on more then just getting your friend laid.”

Sweetie Belle blushed even harder, her entire face becoming as red as a tomato. “I won't, miss Cheerilee.”

“And as for you young miss.” Cheerilee began, turning to Diamond Tiara, who shifted nervously under the intense gaze. “I will forgive you, but your going to have to stop waiting for Apple Bloom and really give it to me.” She leaned down until her face was mere inches from DIamond Tiara’s. “That is unless, you don't think you can handle me.”

Diamond Tiara seemed to struggle with the question for a second, her face twisting as she considered her options, only to turn to Sweetie Belle. “When was the appointment supposed to be for?”

Sweetie blinked. “Uh, ten minutes ago?”

The dickamare shrugged, a sly smile slowly growing on her face. “Well I guess she's not coming then. Which means we have all the time in the world.”

“Wonderful.” Miss Cheerilee commended, sitting a little further back. “So Diamond Tiara, the question remains. Do you think you can handle this old mare? Or are you too used to little fillies?”

Diamond Tiara grinned from ear to ear, her smile filled with confidence. “I don't know if I can, but there is only one way to find out, right?”

“That's the spirit, now give it to me stud!” Cheerilee exclaimed, before suddenly throwing herself forward and back, her ass clapping against Diamond’s crotch.

Apple Bloom had been sitting there in mild confusion until now, all her preconceived notions of miss Cheerilee’s character being slowly tossed out the window. Up until this moment Apple Bloom had always considered her a quiet, reserved mare who was likely to be the type to save herself for her prince charming, or at least not put out on the first date. Yet here she was, fucking a student, but not only that but using her as much as Diamond Tiara was using Cheerilee. More than that even, Apple Bloom could tell that the teacher seemed to get off on this strange power play dynamic, her voice having grown deeper and huskier when she was admonishing Diamond Tiara for her plan to get at Apple Bloom.

The entire scene was incredibly arousing, something about the way the older mare moved, the words she spoke and the aura she put off being almost as captivating as the powerful symbol of masculinity currently plunging in and out of her pussy. Which was yet another thing Apple Bloom couldn't keep her gaze off, the cock being so large and imposing that Apple Bloom wondered how even an experienced mare like Cheerilee could take it all. Not like she was surprised though, as she had seen that same pillar of mare meet crammed inside both Tender Taps and Pipsqueak of all ponies.

As she sat there, her hoof circling her pussy, her eyes strapped firmly to Diamond Tiara’s glistening cock, Apple Bloom began to wonder if she could take it all. Sure she wasn't exactly a virgin, she had managed to steal a toy from the sex shop downtown when Scootaloo had done the same, but that small fake dick had absolutely nothing on Diamond Tiara. More than that, Apple Bloom had never really had sex, or done anything with the opposite or same sex before. Sure she had made out with a few ponies of both genders, namely Tender Taps, and a few times with Scootaloo, but that was all just messing around.

This was real sex, pure, unbridled lust wherein two ponies manically coupled with the intensity of a pair of animals in heat. It was on a level that Apple Bloom had never even seen before, further captivating her attention and keeping her from looking away.

Miss Cheerilee had not remained motionless while Apple Bloom thought to herself, and had moved to place her hooves on either side of Diamond Tiara’s head. The move was a strangely symbolic one, a sign of her dominance and control, but also a move that seemed to make the act even more intimate than before. Something that Diamond Tiara couldn't leave unanswered, and the filly gripped Cheerilee’s hips with her forehooves, while lifting her back legs in order to give her thrusts that much more power.

As the pace increased, so two did the sounds of their love making, from the raw physical sound of their bodies meeting to the loud, now unrestrained moaning, the noise they made was no so loud that Apple Bloom was sure anyone around could hear them. Yet, where the farm pony assumed they would feel self conscious, or shameful, the two ponies seemed only emboldened by this change, both seemingly trying their hardest to make the other moan louder.

Apple Bloom couldn't help but realize that Diamond Tiara had been relatively quiet until now, the small moans and groans Apple Bloom had heard until now paling in comparison to the full throated moans she now heard. A realization that brought on a slew of new strange thoughts, like would that be something that Apple Bloom could bring out in the mare, or would her young, tight pussy not be enough? Would she be able to compare to the titanic thighs and generally very curvaceous form of Miss Cheerilee?

And why did this all matter to her at all?

The farm pony pushed such thoughts from her mind, only now noticing that Sweetie Belle was actively masterbating on the corner of the desk bed, a hoof plunging into her gaping pussy. The gawking filly’s jaw hung open once again, silently amazed that her friend was so stretched that she could fit her entire hoof in her vagina with relative ease. This feat was not surprising after she thought about it though, Diamond Tiara’s cock was pretty damn enormous, and Apple Bloom doubted if a hoof would even rival it in diameter.

That particular thought made the heat inside her surge to new heights and the hoof that had slowly circling the filly’s now dripping wet pussy pushed against the hole. Mimicking the actions of Sweetie Belle, Apple Bloom rubbed her pussy in tandem with her friend, slowly matching the speed and intensity as she worked herself up to it. Now so far gone in her own little world, Apple Bloom hardly even noticed the fact that Cheerilee and Diamond Tiara were now angrily making out.

It was strange to say the least, as every time Apple Bloom had seen two beings make out, it was always a romantic, almost delicate action preserved for two ponies deeply in love. Now though, it looked more like two ponies who were trying to wrestle the other’s tongue into submission with their own, rather than a pair of ponies who loved one another. Just like that, a switch seemed to flip in Apple Bloom’s head and she realized why these scenes always stuck out to her as boring, because they couldn't hold a candle to the true passion on display here.

It was so raw, so honest that Apple Bloom stared in wonder as the two ponies kissed, her hoof slowing down as she stared in awe.

Cheerilee was the first to pull back, a wide smile on her face as she wiped the spit from her lips with the back of her hoof. “Your not bad, though you could still use a little work.” She commented, hips never slowing their manic pace.

“Your not so bad either miss Cheerilee.” Diamond Tiara shot back, a smirk on her face.

“Still a little too cocky for your own good though.” Cheerilee commented. “No matter, I will break you of that habit as well.”

Apple Bloom shuddered, the sheer force behind the word break making her heart race and her mind to consider the very real possibility that Cheerilee might just end up breaking something.

Diamond Tiara seemed to share this same desire as well, because she shuddered as well. “God you are so fucking hot.”

Cheerilee blushed hard, her hard and intimidating mask falling away for a second, revealing a genuinely loving and motherly figure just beneath. “So, are we going to just leave Sweetie Belle all to her lonesome or is she going to join the fun as well?” Then, just like that it was gone, replaced by the naughty, sex maniac mask.

“Oh uh, I’m fine just masterbating don't worry about me.” Sweetie Belle replied, pulling her hoof from her hole.

“Nonsense dear, come over here and raise that butt nice and high and leave everything to Miss Cheerilee.” The teacher all but purred, giving her lips a long, exaggerated lick.

“Oh fuck yeah.” Diamond Tiara muttered. “You should totally do it Sweetie, I kinda wanna see this.”

The unicorn filly blushed profusely, but slowly rose on shaky hooves. “Well alright…” She muttered.

The filly moved into position, backing up over Diamond Tiara’s head before raising her tail and blushing profusely. “L-like that?” Sweetie Belle stuttered.

The teacher nodded, a devilish smile crossing her face. “Just like that. Just trust me, you're going to love it.”

As Apple Bloom watched in amazement, the teacher grabbed Sweetie Belle’s flanks and thrust her muzzle into the young filly’s pussy, her tongue already lapping away. The ensuing moan from Sweetie Belle slowly devolved into a whimper as she was overcome with pleasure. All while giving Diamond Tiara a perfect view of the action, who could only shake her head at the sight, so surprised by the sudden turn of events that her hips slowed as her brain took it all in.

The farm pony didn't need any time to adjust however, and as she stared her hoof began to work faster, sinking a little deeper into her pussy with every few seconds. The rapid pace she found herself adopting unconsciously mimicking the pace of Diamond Tiara’s hips, a small part of her mind imagining that it wasn't a hoof slowly dipping into her pussy but rather the tip of Diamond Tiara’s massive cock.

The minutes seemed to fly by as Apple Bloom continued to stare in unabashed lust, drinking in the scene eagerly as she worked closer and closer to an orgasm. Diamond Tiara seemed to be doing more or less the same as well, her role becoming more passive as she simply lay there staring as Miss Cheerilee continued to eat out Sweetie Belle.

The older mare was skilled, far more so then what Apple Bloom would assume from the seemingly quiet and normal school teacher, an assumption the farm pony quickly came to realize as utterly false. Her tongue moved with a speed and dexterity that Apple Bloom had never seen in the appendage before, her hooves and muzzle also moving in a way that perfectly eked out orgasm after orgasm from Sweetie Belle.

Apple Bloom also realized just how much of a quick shot her friend was, the filly cumming four times over the course of several minutes. Though now that she thought about it, she wasn't sure if that was something she couldn't simply stock up to Miss Cheerilee’s considerable skill. Either way, the filly was left screaming and moaning off and on several times over the last ten minutes, the pregnant mare nearly collapsing several times.

It was after this fourth and final orgasm that her hooves finally gave out and she fell forward, careful to miss Diamond Tiara as she lay there, splayed out on her side, hooves twitching. Her tongue had fallen from her mouth and her entire body seemed to have electricity running through it as it twitched and moved almost at random. The filly herself was too far gone to say anything, her words turning into a mumbled mesh of nonsense that continued to spill from her lips.

“Wow Miss Cheerilee, you sure did a number on her.” Diamond Tiara pointed out.

The school teacher shrugged. “She’s just a bit of a quick shot, nothing more.” Cheerilee licked her lips and swallowed down the juices that had collected there.

“Still, that was quite impressive.” Diamond Tiara blushed a little. “Perhaps during my detention you could teach me to be that good.”

“Oh? Why would you want to do that? I would say your dick is plenty good enough.” Miss Cheerilee responded, her voice gaining the distinct tone that only came when the teacher was trying to fish for a certain response.

“Well I would like to be able to repay the favor.” The dick mare’s blush intensified. “Plus it is kind of hot to make Sweetie Belle cum that hard, that quickly.”

“Ahh, a noble pursuit if ever I’ve heard one.” Miss cheerilee replied as she adjusted her hips and continued to bounce on Diamond Tiara’s cock. “Perhaps I will, if you make me cum.”

“Your on.” Diamond Tiara replied.

What happened next mirrored what happened before, with the two going at with an intensity and fervor that bordered on the insane. Their movements became a blur, their bodies connecting with such intensity that it sounded more like a fight then two ponies having sex. It left Apple Bloom baffled and intrigued in equal measure. She wanted this, no, she needed this, to feel what miss Cheerilee was feeling, and though a part of her mind rebelled and tried to deny it, she could not avoid that realization.

She needed to feel it, to be used, to be abused and fucked like an animal.

Apple Bloom’s hoof became a blur as well, working deeper into her pussy until finally it managed to slip all the way inside her, startling the mare and making making her moans grow twice as loud. Even still, Apple Bloom didn't worry that her voice would be heard over the manic sounds from within, as they were loud enough to make all other sound fall away completely.

As she plunged her hoof deep in her pussy, she watched as Diamond Tiara and Cheerilee’s movements increased in speed even more, both ponies seemingly growing close to their orgasm. Something that was true as well for Apple Bloom who was moaning along with miss Cheerilee, her hoof pounding into her pussy with all the intensity that DIamond Tiara’s cock plunged into the school teacher.

“Are you close?” Diamond Tiara asked between moans.

“Maybe.” Cheerilee sighed contentedly, arching her back a little more. “Are you close?”

“Y-yeah.” Diamond Tiara stuttered, biting her lip briefly. “Should I cum outside or?”

The school teacher only laughed in response, shaking her head. “I took your cock without a rubber, I won't have my pleasure denied now.”

Sweetie Belle shuddered. “You are so fucking hot miss Cheerilee.”

The older mare smirked. “Now are you going to give it to me, or am I going to have to make you beg for it.”

Diamond Tiara shook her head. “Oh I’ll give it to you alright, if you think you candle it all.”

“I’ve taken bigger than you, so don't get too full of yourself.” Cheerilee replied with a prideful smirk.

“I don't know, Diamond Tiara cums a lot, and you've been fucking for like an hour already.” Sweetie replied.

“Yeah, are you sure you can handle it all?” Diamond Tiara smirked right back at the older mare. “I wouldn't be too mad if you couldn't.”

“Don't underestimate me young filly.” Cheerilee replied.

Diamond Tiara shrugged. “We’ll see who's right soon enough.”

Apple Bloom’s hoof worked faster than ever before, matching the breakneck pace Diamond Tiara and Cheerilee had now adopted. So fast were they that Apple Bloom couldn't even imagine how they were even moving that quickly. The sound of Cheerilee’s plump posterior impacting Diamond Tiara’s crotch became nearly constant, and Apple Bloom knew then and there that neither pony was going to be walking properly after this.

Despite that realization they both held this pace for several long minutes, both ponies staring into eachothers eyes as their rivalry grew. A rivalry that Apple Bloom realized was mostly faked, both ponies seemingly understanding what the other wanted and giving them exactly that. The farm pony had always grown up with the assumption that such a rivalry was always negative, but seeing such a dynamic play out here before her made the young filly realize how wrong she had been.

Sweetie Belle even got into it, rubbing her pussy as she lay there, her pace not nearly as fast as before, the mare clearly exhausted by the orgasms she had just experienced. Yet even then, she couldn't take her eyes from the sight before her, the filly watching in awe as the two ponies fucked like animals in heat.

In no time at all, Apple Bloom began to notice that the two ponies pace and actions were beginning to change, and the peeping filly came to the conclusion that they were both closer than they had let on. Diamond Tiara’s thrusts were a little more random, her hooves twitching as she bit her lip, holding off her orgasm for as long as she could. Cheerilee on the other hoof, seemed to be perfectly in control, until Apple Bloom stared a little closer, noticing that the teacher’s moans had an odd warble to them, as if she was holding back on giving voice to the true depth of her desire.

This dragged on for several seconds until finally Cheerilee broke first, her voice raising a few octaves as her back arched. As if waiting for just such a sign, Diamond Tiara came a second later, her last thrusts becoming more and more erratic until finally they both stopped. When finally did stop, their bodies remained motionless, hanging in the air as they both cried out at the top of their lungs.

Diamond Tiara’s entire body arched as she seemed to pour every last drop of power she had into the act, while Cheerilee did similarly, her head having been thrown back as she cried out to the heavens. Even Sweetie Belle seemed to be taken with this wave of lust that rolled over them, the young unicorn moaning loudly as she came as well.

Apple Bloom pounded her hoof into her pussy three final times, with the last time being the deepest, most brutal penetration the young filly had ever experienced in her entire life. While this happened she stared intently at Cheerilee’s midsection, her mind temporarily forgetting that it wasn't her being penetrated by the dick mare.

Sure enough a second later and Apple Bloom could see the first few eruptions of seed exploding into Cheerilee’s womb, her stomach already beginning to bloom as more and more cum was forced inside. Within moments the school teacher’s belly had grown large enough to be mistaken as that of a pregnant mare’s.

Apple Bloom would have shaken her head in disbelief if she hadn't seen it before, and if she was even possible of doing such a thing, as her entire body was wracked with such a powerful orgasm that she nearly collapsed into the bush. Some dark fascination keep her mind focused as she watched, an alien will keeping her limbs filled with strength as she continued to stare, a foreign power demanding that she not look away.

As she watched the two ponies slowly relaxed, but even as Sweetie Belle’s and Cheerilee’s orgasm slowly petered out and died completely, Diamond Tiara’s continued as strong as ever. The school teacher’s confident smile slowly fell away as the seconds dragged by and she looked down in confusion, only now realizing how big she had grown.

“How?” She muttered, a hoof poking her distended belly in confusion.

Diamond Tiara grunted. “I -unf- told you I came -ungh- a lot.”

“I know that but this is just…” The older mare gulped, noticing that her stomach was still growing, the cum inside her churning as more and more seed was forced inside her. “This is amazing.”

“I told you she would love it.” Sweetie Belle remarked.

Diamond Tiara grinned wolfishly, watching as Cheerilee absently rubbed her belly, the teacher only now realizing that it had grown to the point that she looked ready to pop with twins. This realization hit Apple Bloom at about the same time it seemed to occur to her teacher, with the peeping filly moaning lewdly, her pussy quivering one final time as her orgasm only now died.

A sound that alerted everyone in the now quiet room that there was someone else nearby. “What was that?” Sweetie Belle asked, moving to stand.

Apple Bloom instinctively ducked, yanking her hoof from her pussy and trying to stand only to find that her legs were too weak. With little else she could do the farm filly lay beneath the window, silently trying to suppress the urge to panic welling within.

“It was nothing.” Diamond Tiara replied. “Probably just one of Cheerilee’s cute little moans.”

“Oh stop it you.” Cheerilee replied bashfully, slapping the filly on the shoulder.

“But it sounded like it was coming from outside…” Sweetie Belle muttered.

“Don't bother.” Diamond Tiara remarked offhandedly. “I think hot flanks here needs help getting up.”

Cheerilee’s blush intensified and she nodded meekly. “I may have been skipping on my yoga classes recently.”

Sweetie Belle giggled and began to help the older pony, forgetting all about the sound she had heard. “Don't worry Miss Cheerilee, this happens every time Diamond Tiara fucks someone.”

“Really?” Miss Cheerilee giggled. “You are quite the player aren't you?”

Diamond Tiara blushed, rubbing the back of her neck awkwardly. “I wouldn't go that far…”

Apple Bloom breathed a sigh of relief, and began to crawl through the underbrush, mentally mapping out the quickest way home that would keep her out of sight. Though even as she thought about it, a slightly larger part of her was emboldened by what she had seen, and put forth the idea of turning around and joining them. Diamond Tiara was seemingly insatiable, and Apple Bloom herself was far from satisfied, not after she had seen what she was missing out on.

She shook off such a thought with great difficulty, making a note to masterbate however many times it took to make her brain stop thinking of Diamond Tiara in that way.

Back inside the classroom Cheerilee was looking down at the shimmering aura over her gaping pussy. “I don't know Sweetie Belle, are you sure it won't fade away when you get too far?” She asked hesitantly.

“The force spell should remain until you use the dispel word I taught you. And trust me when I say you are going to want to use it until you get home because it came be really messy.” Sweetie Belle replied, her horn dulling.

“Well it does feel nice…” Cheerilee muttered to herself, one hoof rubbing her quivering cum filled belly.

“I knew you would enjoy it.” Diamond Tiara remarked.

“Quite.” The school teacher shook her head suddenly, standing on shaky hooves. “I really should get going though, I told Derpy I would babysit tonight and something tells me this is going to take a while to deal with.”

“Shouldn't you wait until we are gone?” Sweetie Belle asked.

The teacher shrugged. “Just close the window before you go.”

Cheerilee opened the door only to take a step back when she was greeted by a surprised looking SIlver Spoon. “Oh, hey Miss Cheerilee.” Silver Spoon greeted, only then noticing the bulging belly on the mare. “I see you've had a little fun.”

“I sure did sweet cheeks, but now I really must get going.” Cheerilee replied, sauntering past the younger mare and giving her ass a firm smack as she passed by.

“Wow.” Silver Spoon remarked, stepping inside and closing the door. “Was she as hot as I think she was?”

“Even more so.” Diamond Tiara remarked.

The older filly shook her head. “That is impressive, I bet she was a freak huh?”

“She ate me out and made me cum four times in as many minutes.” Sweetie Belle answered.

“Double wow.”

“So, got any news for us?” Diamond Tiara asked.

“Oh do I!” Silver Spoon announced, clapping her hooves together excitedly. “I have the perfect bit of news. This is going to single handedly bring her to our side, but before I tell you that, did you know you had a peeping tom?”

“Eh?” Sweetie Belle muttered, blinking owlishly. “But I checked the door and no one else was in the school.”

“She wasn't in the school.” Silver replied with a smirk.

“She was watching from outside the window.” Diamond Tiara stated, pointing to the other side of the room. “Through that one open one.”

“Wow Diamond, that's impressive considering what Miss Cheerilee was doing to you.” Sweetie Belle replied.

The dick mare shrugged. “She was the one who moaned at the end. I stopped you because I knew she would only be more embarrassed to be found out.”

“You sly dog you!” Silver Spoon shot back, punching the younger filly’s shoulder. “I bet you also noticed that she totally came huh?”

Diamond Tiara nodded. “Yeah, she really seemed to like watching CHeerilee’s belly get nice and big.”

“Well I suppose this whole thing worked out better than I thought.” Sweetie Belle turned to Silver. “So, what was this big peice of news you had?”

“Oh I got it all set up girls, all we have to do is show up at Sweet Apple Acres on friday.” Silver Spoon’s eyes suddenly lit up. “How is that dick spell coming along Sweetie?”

The unicorn shrugged. “Not great. I mean I can cast it, but the book says I should be able to make it however big I want, but I can't seem to get that part to work.”

“It will have to do.” Silver Spoon remarked.

“What are you thinking?” Diamond Tiara interrupted. “I don't like that look in your eyes Silver Spoon.”

“Oh don't you worry your pretty little head about my plan.” Silver replied with a smirk. “You see, all we have to do is-”

Author's Notes:

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Chapter 3

Apple Bloom was not a nervous filly by any stretch of the imagination. She drew on her brother’s stern silence, and her sister’s surprisingly deep well of both confidence and stubborn pride. As such she was usually the one pony out of her friend group they clung to when things got scary, or started going off the rails. That was not what was happening now though, and the filly glanced nervously around the farm, jumping at any sound and constantly looking over her shoulder.

She didn't exactly expect to get jumped by Diamond Tiara or her cult members, but at this point she wasn't wholly sure what to expect and she wasn't about to rule out such a possibility. The farm was quiet, the animals having been put into their homes, and the surrounding countryside emptying of the minimal traffic it experienced. Only the silver light of the newly risen moon illuminated her steps, though that was more than enough for the filly, as she was confident she could make the trip from the house to the barn in her sleep at this point.

As she crept silently through the farm the filly couldn't help but think back to the strange cult that had begun to grow around Diamond Tiara recently, with the most startling change being Sweetie Belle’s apparent devotion to the futa mare. Classmates and teachers alike seemed to view Diamond Tiara in a new light, and wherever Apple Bloom went she couldn't escape the constant whispered conversations about the filly.

It seemed like the entire school was either talking about her, or already enthralled by the well endowed mare. She had seen the filly come to class late and get off without a warning, leave early for lunch without reprimand and walk the halls during class without a hall pass. It was small, but Apple Bloom couldn't help but notice just how much the filly was getting away with.

And that wasn't even talking about all the ponies both male and female that now fawned over her constantly. By Apple Bloom’s estimation Diamond Tiara had knocked up a good half a dozen fillies and mares by now, all of whom seemed to love this fact immensely.

And here she was, walking through the farm in the early night, her destination being the dimly lit barn in the distance. All because Sweetie Belle had suddenly shown up, demanded their old halloween costumes, and then left before Apple Bloom could get an explanation from her.

A part of her wanted to shut down the request from her friend, it was late, and it was weirdly convenient. In the end she knew that wasn't an option, for despite the changes in their relationship recently, Apple Bloom was was still her friend and the farm pony would never turn down a request from a friend.

Even if it smelled like some sort of trap.

As she walked the filly desperately suppressed the part of her that almost wanted it to be a trap, for that meant she had the chance of seeing the futa mare in action once again. If she was lucky she would get a chance to smell the scent of her love making, to see her thick, throbbing cock in action as it plowed deep into another pony’s hole.

The filly shuddered, making a mental note to masterbate when she was alone and once more in the safety of her room. She wondered if it would be as weird as last time she had masterbated, the filly’s pussy seemingly aching to be filled by something bigger than even her hoof. The ache had grown worse over the last few days, and Apple Bloom didn't even want to imagine why that was, or how she could even remedy such a thing. As all such thoughts inevitably lead back to Diamond Tiara and her giant cock.

“Stop thinking about her.” Apple Bloom chastised herself, the mare stopping and slapping herself across the face.

The task at hoof didn't exactly need a great amount of focus, but Apple Bloom forced her every thought to the simple task of walking the last bit of the way to the barn, not allowing herself to think of anything other then what lay physically before her. Not Diamond Tiara, not her stupid huge cock, not the cult surrounding her, and definitely not the growing heat blooming in the filly’s nethers.

Gritting her teeth, Apple Bloom made her way to the barn, pausing only a few paces away when an oddly familiar smell suddenly drifted across her nose. “Oh no.” She muttered, her eyes going wide as recognition settled in.

The scent was familiar because it was one Apple Bloom had smelt many times over the past few days, one that was always followed up by seeing Diamond Tiara engaged in coital bliss with another pony. Stopping and sniffing the air, Apple Bloom breathed a little easier, recognizing it as Diamond Tiara’s perfume and not the rich, heady scent that the mare’s hot cum exuded.

“Maybe it's not too late.” She muttered.

Creeping closer to the barn Apple Bloom quickly realized that she was not alone, and as she strained to hear what was going on, the filly only became more worried. For inside the barn was not only Diamond Tiara, but also Silver Spoon, Applejack and Big Mac. “What are you doing talking to those losers for?” Apple Bloom muttered to herself as she stopped in front of the large barn doors.

A part of her wanted to simply throw wide the doors and cast worry to the wind, but the farm filly found that she couldn't reach the handle, her hoof disobeying her mind’s command. As she stood there, gripped by indecision, she accidentally overheard more of the conversation coming from within the barn.

“Err, are you sure about this Big Mac?” Applejack muttered. “I know its right lonely being as busy as we are but surely there's a better way then, well, this.”

The larger pony snorted. “We made it this far.” He remarked.

“Ah know but still.” Applejack half whispered. “They are fillies.”

“Fillies that are standing right here.” Silver Spoon shot back. “Fillies that are horny, and ready for a little fun. That is, if you still are.”

Apple Bloom bit back the cry she had felt building in her throat, her eyes plastered firmly to the confident expression on Diamond Tiara’s face. A confident look that faltered somewhat after Silver Spoon jabbed her in the ribs before gesturing towards Applejack. The well endowed filly blinked twice before realizing what her friend was telling her to do.

“Oh uh right, so why don't we get this show on the road.” Diamond Tiara announced.

“Show on the road? Really?” Silver Spoon whispered.

Diamond Tiara sighed. “Sweetie Belle hasn't given me any new lines recently.”

“Augh, whatever.” Silver Spoon rolled her eyes and took a step forward. “I’ve noticed how you were looking at me, I know you want this Big Mac, so why don't we get this started huh? None of us are getting any younger, and I can only get so wet.”

Whether it was the confident tone, the sultry way the pregnant filly swayed her hips, or simply the cologne she wore, Big Mac was clearly interested now, with Apple Bloom getting an eyeful of his erection as it fell from it's sheethe. The filly covered her mouth with her hooves, stifling a gasp that was barely able to be held back by the startled filly. She had always heard rumours of her brother’s size and girth, with many mares whispering how he was the gold standard for size but..

He wasn't even as big as Diamond Tiara, sure it looked close, but the filly seemed to have a good few inches on him, as well as a considerable amount of girth. Apple Bloom shook her head, shocked to find that although the rumours were true, they still didn't hold a candle to the brute currently swinging between her classmate's legs.

A fact that Applejack seemed to notice, the older pony snickering to herself as she elbowed her brother. “Well I’ll be, she is bigger than you.”

Big Mac shrugged, unbothered by the comparison. “You got some good genes little lady.” Big Mac complemented, giving the well endowed filly a respectful nod.

“Err thanks, but-” Diamond Tiara muttered, only to earn herself another jab to the midsection.

Silver Spoon took a step forward, filling the silence quickly. “She gets a little long winded about geneology, so why don't we skip the rant and get to the fucking already.”

“Let's.” Big Mac said simply, gesturing to a small bed of hay set aside for just such a moment.

Silver Spoon smirked as she trotted confidently over to the bed, sashaying her hips with every step she took. The mare took great pride in the act, giving Big Mac a perfect view of everything she had to offer, her tail tucked neatly to the side. There was no grace, or subtext to the filly’s movements, and it was clear at a glance that she wanted something, and was eager to get just that.

From her position near the door, Apple Bloom couldn't clearly see her brother’s face, but she could see his erection, and the bud of pre that dripped down his length. The young mare herself couldn't help but stare as well, Silver Spoon’s confidence drawing her eye towards her dripping pussy, but also the slight bulge in her section. Something Big Mac enjoyed the sight of far more then he had first though he would.

The slight bump, added perfectly to the underlying subtext of the moment, and the stallion felt his excitement build between his legs, his cock throbbing with anticipation the longer she watched. Silver Spoon didn't have too far to go though, and even with drawing out every movement for as long as possible it wasn't long before she made her way to the bed itself. Rather then simply laying down on the bed, she instead chose to lean down, while keeping her ass raised and presenting.

Even Applejack couldn't resist watching, the older mare shocked at just how confidently sexual the young mare was. The earth pony couldn't help but admit that there was a certain charm in that, though even still, it wasn't exactly enough to make the straight mare truly interested in her. As she stood there, she noticed something else, her nostrils flaring as she picked up the potent scent of a needy stallion.

At first she tried to ignore the smell, figuring it was likely coming from her brother, a pony she was profoundly uninterested in, but the longer she smelt it the more she knew it couldn't be his. This smell was powerful in a way that his wasn't, in a way that no stallions Applejack had ever smelt was. This was what an alpha smelled like, this was the scent of a true power and as she filled her nostrils with the smell, she could feel her pussy twitch as it grew wetter and wetter.

Diamond Tiara was hard, but not just hard but throbbing.

There was something about watching Silver Spoon strut her stuff that always made her hard, but in all the times she did it Diamond Tiara had never quite gotten this aroused, and as she thought about it, she was forced to admit it was kind of hot to watch someone do the fucking. Not like they had gotten to that point yet, but the futa filly could already feel a certain alien excitement fill her at the sheer prospect of being the one to watch for once. She never claimed ownership over Silver Spoon though, and as she contemplated her feelings, she couldn't help but admit, at least internally, that Silver Spoon was special in the way the rest of her mares weren't.

After all Silver Spoon had liked her for her, and their friendship only seemed to deepen after they fucked, rather then plateau like Diamond Tiara’s other relationships. Shaking her head, the filly pushed such thoughts from her mind and watched as Silver Spoon made a long exaggerated motion and slipped onto her side, twisting her hips and spinning her body until she lay on her back, legs spread.

Now utterly exposed, the filly stretched her back legs wide before settling into a now familiar and comfortable position. “So, big boy. What hole is it going to be? And don't worry, I can take you easily in one, or the other.” Silver Spoon whispered, flashing the stallion a knowing wink as she did.

The large stallion’s smile nearly filled his face. “I’d rather enjoy taking your pussy first. Would be a shame to let all that lube go to waste.”

Silver Spoon giggled into her hoof. “Oh my, and a charmer to. You will get far with that attitude.”

Applejack wanted to speak, to perhaps ask her brother if this is what he truly wanted, but as she did she accidentally breathed in another deep lungful of Diamond Tiara’s potent scent and just like that, her worries vanished. The earth pony doubted the filly standing beside her would want to hear her warning, even if it was logical considering Silver Spoon was still under age. ANd that sentiment, that reasoning that Diamond Tiara wouldn't want to hear it seemed enough to the lust addled mind of the earth pony.

At the door, and hidden from sight, Apple Bloom grit her teeth, her position only barely allowing her to see what was happening. “Come on, just a little to the left.” She murmured, angling her head as far to the right as possible in order to get a better view of the action that was about to begin.

Despite her initial misgivings, the young pony had inevitably fallen for the lust she had felt building inside her, and a hoof was already rubbing her clit. The limb was rough, and a poor substitute for the amazing peice of stallion meat only a matter of metres away, but Apple Bloom couldn't quite convince herself to join quite yet, so it was the best she was going to get for now.

As she continued to mash her hoof against her clit, Apple Bloom stared at Silver Spoon, watching closely as Big Mac lowered himself to her level, his cock pointed directly at the mare’s gaping pussy. So loose, and wet was Silver Spoon that it dripped between her legs and pooled on the bed beneath her, the mare clearly as aroused as a pony could reasonably be.

And to think, that's all because she got to fuck Diamond Tiara as much as she want. Apple Bloom thought to herself, the filly already imagining just how good it would feel to be the one to receive Diamond Tiara’s thick cock as regularly as Silver Spoon did.

In the barn, Applejack’s hoof slowly worked it's way down her stomach and between her legs, pressing against the entrance to her pussy and seeking out her love button. An act that drew Diamond Tiara’s attention, and averted her gaze from Big Mac and Silver Spoon who were enjoying a brief, and passionate make out session. Looking over, Diamond Tiara realized just how wet the older mare had gotten, the scent of her juices all but punching her in the nose with just how good she smelt.

In that moment, Diamond Tiara knew that the earth pony’s body was primed and ready to receive her cum, the mare already reacting to Diamond Tiara’s hidden, base urges. The knowledge that she was going to knock another mare up sent a shiver down the young filly’s spine, but she pushed that aside for now, wanting to make sure Big Mac was having fun before getting down to business with his sister.

If Big Macintosh had any such reservations of fucking a pregnant underage filly while his sisters watched he didn't show it, and after pulling away from the kiss, he laughed aloud. “Well I’ll be, you aren't a half bad kisser either.” He remarked.

Silver Spoon licked her lips suggestively, flashing Big Mac a wide smile. “Your not so bad yourself, much better than Diamond Tiara was at first.”

Off to the side, the well endowed filly rolled her eyes and snorted. “It's not my fault I hadn't kissed anypony before you.”

Silver Spoon snickered at her friend’s irritation. “That may be, but you didn't have to try and eat my face.” Diamond Tiara grumble silently, her cheeks becoming bright red. “Now then, where were we?”

“Right about, here.” Big Mac exclaimed, punctuating his last word with a powerful thrust of his hips.

A thrust so powerful that his entire cock vanished into Silver Spoon in a single, remarkably smooth motion. The stallion chuckled while giving his head a slow shake. “I knew you were well loved, but this is something else. You take cock like a pro.”

“Big Macintosh.” Applejack hissed.

Rather than be annoyed by Big Mac’s crass remark, Silver Spoon only blushed, gently slapping the stallion’s shoulder with a hoof. “Oh you big charmer you.”

Applejack meanwhile was utterly dumbfounded, her clit temporarily forgotten as her jaw hung open and she stared in disbelief. Her brother, the most well endowed stallions she had ever known had buried himself inside that little, unassuming filly and she didn't seem overly concerned by this development one bit. Even the tiny, almost imperceptible bulge in her midsection didn't seem to bother her, Silver Spoon clearly use to such treatment.

The older mare shook her head slowly, amazed by what she saw, her mind already wondering what she had to have gone through in order to take such a massive object with such ease. Hesitantly, as if worried she would be caught, the mare turned her head and peaked between the legs of the filly standing next to her. What she saw made her eyes bulge, and a heat suddenly flare in her gut, the sheer size of the massive appendage swinging between Diamond Tiara’s legs making the mare’s knees go weak.

Holy cow. Applejack thought to herself, her gaze lingering on the filly’s equipment, her hoof having fallen from her clit.

Diamond Tiara didn't seem to notice, her attention latched firmly to the scene playing out before her. Big Macintosh had slowly begun to work himself in and out of the mare, the stallion clearly not convinced that he wouldn't hurt the smaller pony. Such a notion didn't last long though, and even now Diamond notice that his muscles bulged and he began to thrust forward with more and more force.

Silver Spoon seemed to be enjoying herself as well, the filly quickly establishing a rhythm with the stallion and pushing back against his powerful thrusts. Their bodies intertwined, and Silver Spoon wrapped her legs around Big Macintosh, who seemed emboldened by this change, his nostrils flaring as he poured even more power into the act.

Shaking her head, Apple Bloom was amazed at what she saw, and she knew that if she remained at the door, and didn't say anything, Diamond Tiara would fuck her sister, and no doubt knock her up in the process. Despite just how repugnant the thought sounded to the logical side of the filly, her emotional side seemed to win out, and she caught herself thinking. So what?

She was an adult, she had made her choice, and why would Apple Bloom assume to control her sister’s actions. It all sounded so logical that for a moment Apple Bloom found herself agreeing with the notion, only to shake her head and raise her hoof. “Come on Apple Bloom, you can do it.” She muttered to herself.

Diamond Tiara was about to infiltrate her family in the most intimate of manner, and she couldn't let that happen. Or could she?

The filly’s hoof wavered and instead of pushing the door opened merely hovered there a moment before falling away. With shame burning hot on her cheeks, the filly was forced to face the fact that she really, really enjoyed watching everything that was going on, and she wouldn't sacrifice that.

With a sigh, she continued to rub her aching pussy, her gaze lingering on Diamond Tiara’s cock and Applejack’s dripping pussy, knowing full well what was about to happen.

Sure enough, a second later the well endowed filly’s nose suddenly perked up, picking up a scent she hadn't detected before. It wasn't as pungent as the smell coming from the stall in which Silver Spoon and Big Mac were fucking in, and glancing to her left, the filly realized that it was coming from a needy mare. A mare that had quickly turned away a second before Diamond Tiara turned, a guilty, and completely aroused look on her face.

“So.” Diamond Tiara muttered, ignoring the moans and whimpers coming from the stall. “Still not up for some fun?”

The earth pony grunted, forcing her orange hoof to slip away from her clit and fall to the floor. “I might be a bit more convinced. One thing that I ain't so keen on is just how well, small you are.”

Diamond Tiara lifted an eyebrow, and then a leg, showing off her completely hard, and utterly monstrous cock. “Really now?”

Applejack snorted, refusing to look at where the filly wanted her to. “You know that's not what I meant. I rather liked getting rutted standing up, and your a little short.”

Smirking to herself, Diamond Tiara put her leg down and turned away, disappearing.

A part of Applejack wanted to follow her, to watch that magnificent cock bounce against her chest. The mare resisted that urge, and instead looked at the floor, trying not to stare at the futanari filly, or his brother and the pony he was currently balls deep inside of. Despite her attention she couldn't help but feel her gaze pulled back to the two ponies copulating in front of her, the earth pony once more amazed by just how good a fuck Silver Spoon seemed to be.

Her hips moved perfectly in sync with his, making every thrust that much more powerful and that much more enjoyable. Her limbs interlocked with him to the point that they seemed glued together, twisting and moving in harmony. All while she moaned loudly and lewdly, the filly clearly uncaring to who heard her very vocal announcements of how she felt and what she wanted. In a way Applejack was almost envious of her, though that thought was dashed when she heard something clack against the ground behind her, followed by the feeling of hooves resting on her flanks.

Looking back she noticed Diamond Tiara shooting her a cocky smirk, her back hooves resting on a small stepping stool while her forehooves rested firmly on Applejack’s ass. “I can do that position as well, it just takes a helping hoof.” Diamond Tiara announced.

Applejack nodded slowly, licking her lips as she felt the sheer heat coming off the cock currently resting between her legs. “That you do little filly.” Applejack smirked back at the cocky young mare. “You sure your ready to ride this bull?”

“Sweetie Belle bucks pretty hard, I think I can take it.” Diamond Tiara replied.

The mare merely chuckled darkly, her forehooves bracing themselves against the lip of the stall, her back legs spreading just wide enough to allow Diamond Tiara entrance. “Well I can tell ya right now, that little thing doesn't have anything on me.”

“I guess there's only one way to see, then isn't there?” Diamond Tiara remarked, one hoof between her legs, hefting her titanic cock up and towards Applejack’s dripping sex.

Licking her lips, Applejack looked forward, arching her back and presenting herself fully to the surprisingly dominant young mare. “I guess there is. Just don't come crying to me when you can't walk in the morning.” Applejack remarked before throwing her hat across the room and onto a knob on the barn wall.

Apple Bloom watched closely as Diamond Tiara lifted her cock and angled it towards the farm pony’s sister, taking a considerable amount of time lining it up perfectly. It was now, or never Apple Bloom realized, the filly well aware of how hypnotic the futa filly’s cock was once it entered a mare or stallion. This would be the last possible moment to save her sister, and yet, despite this realization Apple Bloom once more felt no urge to do any such saving. Instead, she only felt eager, a part of herself wondering if her older sister would cry out in pleasure, or if she would be a softer spoken fuck.

With anticipation running rampant through her body, Apple Bloom worked her hoof faster and faster on her clit, her hoof beginning to sink into her pussy, lubrication covering the limb utterly.

Inside, Big Macintosh had thrown caution to the wind and was bucking the pregnant filly with all the force he could muster, using his well carved muscles to ensure he didn't accidentally bump the filly’s belly in a way that may be dangerous for the child inside her. This kind of control was only capable from a stallion such as he, a work pony with enough muscles to put some train ponies to shame.

With that strength he had reduced the young filly to a quivering moaning mess of a pony, her head thrown back in pleasure as she cried in joy. Her mane was wild, her face streaked with sweat, yet through it all her eyes contained the same hungry energy that had drawn the stallion to her in the first place. A fire that seemed to egg him on each time their eyes met, the stallion eager to try and match the intensity he saw inside her.

Behind them, Diamond Tiara was beginning to slowly sink into Applejack’s surprisingly generous pussy, the walls of her cunt stretching to accommodate the sheer size of her endowment. The process was a slow one, with Diamond Tiara slowly and tentatively pushing her hips forward,not quite sure just how much the farm pony could take before breaking.

So far had been relatively easy, with the older mare taking the futa filly’s cock with only minimal pushing. The cockhead had been the most difficult part, and had needed Applejack to push back against Diamond Tiara, the farm pony’s powerful muscles easily enough to brute force the enormous head of the filly’s cock inside her.

The feeling of slowly sinking into her friend’s sister’s pussy was an immensely pleasurable one, with Diamond Tiara quickly realizing that it felt completely different from even Cheerilee. Though it took her easily, like Cheerilee, and also seemed eager to swallow her aching length, Applejack’s cunt gripped her in a way that the teacher’s had not. She figured it was just how well muscled the farm pony was, as it felt akin to getting a blowjob in a way.

Every inch of the filly’s length that was now inside the earth pony was squeezed and milked, as if the mare’s body was trying to be knocked up faster. With a smirk now crossing her lips, Diamond Tiara shrugged before abandoning all pretense of a slow, intense fucking. If Applejack wanted it fast, hard and deep, well it was Diamond Tiara’s duty to give her just that.

The filly’s hooves gripped Applejack’s ass tightly, and before the older mare was able to ask what was going on, Diamond Tiara threw her hips forward and impaled the mare on her cock. Nearly the entire length of the filly’s gargantuan pole was now inside Applejack’s tight, tight pussy, the suddenness of her act making Applejack make an uncharacteristic squeak of shock.

The sound was cute, and Diamond Tiara chuckled when she heard it, the filly grinding her hips forward as she pushed the last few inches of dick inside APplejack’s pussy. “I’m impressed, you took it all so quickly, and yet you can still stand.” Diamond Tiara teased, leaning down and whispering the words into the older pony’s ear.

The farm pony gulped, her legs shaking despite their strength and muscle mass, the powerful thrust robbing her of much of her endurance. After a moment to recuperate, Applejack snorted and gave her head a hard shake, dismissing the shame she had felt when she noticed the weakness creeping up her limbs.

“That's nothing.” Applejack muttered, growing bolder with each passing second. “I can take it all, and everything you got, so you better bring it little filly.”

“Oh I’ll show you little, missy.” Diamond Tiara growled, a good natured smile on her face.

At the door, Apple Bloom’s hoof had sunk into her pussy and the filly’s body twisted as she tried to continue watching while still fucking herself with her own forelimb. The position was awkward, and her back legs ached, but it was the only way that she would be able to keep the nice angle she had while still satisfying her growing lust. No longer did her gaze flick between Applejack and Big Mac and back again, her arousal all but demanding she stare enraptured at the bulge Diamond Tiara’s cock made in Applejack’s midsection.

Though her legs were thick and strong, and her stomach and midsection reflected this same power, Diamond Tiara’s cock was clearly visible through the farm pony’s body. Apple Bloom could even see the distinct bulge of the filly’s head, as well as even her medial ring. It took everything the farm filly had to keep from crying out in pleasure, the sight sending a surge of lust through her body, adding to the growing heat between her legs.

With one forehoof pushed deep into her pussy, and the other holding shut her mouth, the filly had been forced to lean against the barn door to keep from falling over, something she didn't seem to mind though, her lust overpowering nearly every single thought that ran through her head. The scent of Diamond Tiara’s overpowering musk, the sight of her pendulous balls sack and titanic cock, it was all too much for the filly.

Inside the barn, Big Macintosh checked over his shoulder, his body more than capable of continuing on autopilot without him having to keep looking down at his partner. Sure enough he saw exactly what he thought he was gonna see, and when his and his sister’s eyes met they shared a small smile.

It was a look that said. I knew you'd give in eventually. And replied with an expression that replied. Yeah so what?

Shaking his head, Big mac was about to turn back before he noticed an odd look on Diamond Tiara’s face. It was the same expression he had seen on a several of his fellow farm ponies that he occasionally walked into town with. Unlike his look earlier, this one asked a question, challenging the stallion to a race to the finish line.

He thought about it for only a moment before shrugging and giving the filly a nod of assent. A nod that she quickly mirrored, “First one to make them finish, then finish yourself?” Big Mac asked.

Diamond Tiara nodded. “Sounds fair, prepare to lose.”

The stallion chuckled before turning back to his mare and flashing her a wide smile. “You ready for more, sugar?”

Silver Spoon merely laughed. “Of course, the question is, can you give that which I cannot take?”

Behind them, Diamond Tiara was having a similar discussion. “Would you like me to pull out when I finish?”

Applejack seemed to mull it over for a second before shaking her head. “I ain't in heat right now,but hell, I’ve wanted to start a family for years, so if it happens, it happens.”

“Are you sure? Because all the mares I’ve finished inside of have gotten pregnant.” Diamond Tiara explained.

Again the farm pony seemed to think it over before shrugging. “Fuck it, what better day than today, right?”

“Whatever you say Applejack.” Diamond Tiara replied with a smirk.

The filly set her back hooves a little wider, her forelegs gripping tightly around the mare’s waist, her gaze lingering over the strangely still stallion before her. When her hooves were set and her body ready, Diamond Tiara launched herself into the first thrust with all the force her small body could muster, trying to start things off with a bang. Something Big Mac did as well, instantly one upping the young mare with his strength and power.

The cries of the two mares were audible throughout the barn and beyond, their pleasure filled voices carrying deeper into the farm. From her position at the entrance to the barn Apple Bloom could tell that although Diamond Tiara lacked the sheer strength that Big Macintosh had in spades, her larger dick seemed to give her an edge, with Applejack moaning louder than even Silver Spoon. The twin cries of pleasure sent another shiver done the gawking filly’s spine and she worked her hoof faster, deeper and with greater gusto, her mind conjuring images of standing where APplejack stood, Diamond Tiara’s cock deep in her pussy.

She watched as the two endowed ponies threw themselves into it, their hips a blur of motion as they fucked their respective partners with everything they had. Partners whose moans and cries of pleasure mixed into a symphony of lust, intermingled with the grunts and half hidden moans of the ponies fucking them. The scene was everything Apple Bloom hoped it would be, with the young filly pounding her young pussy to the tempo Diamond Tiara had set.

The futa filly seemed to be pulling ahead, her partner moaning louder and lewder as time went on, the bulge in her midsection moving somewhat as Diamond struck deeper and harder. Evidently she was learning the ins and outs of Applejack’s body, her titanic dick now able to further press against the earth pony’s love button.

Goddess above, I wish that were me. Apple Bloom thought to herself without a hint of irony or shame.

Silver Spoon shifted her hips slightly to the right, looking past Big Macintosh’s shoulder in order to take a peek at Applejack’s expression. What she saw made the young mare smirk, a giggle nearly escaping her lips. The older pony was clearly loving every second of the rough dicking she was receiving, her tongue having fallen from her mouth as her eyes threatened to roll back in her head.

She didn't look long though, as Big Mac was doing a far better job then expected, the large stallion having a level of control Silver Spoon had never felt before. With each thrust he seemed to hit a new spot, pressing against all the best, and most pleasurable points of the pregnant filly’s pussy. With each glance at that bump on her midsection his thrusts seemed to hitch, before he caught himself and pounded the filly’s snatch with all the power that Silver Spoon had come to expect from the large red stallion.

Noticing this change, Silver Spoon made sure to rub her belly against her partner’s stomach each time their hips connected.

From her spot at the door Apple Bloom could see a sudden shift in Big Macintosh’s hips, the stallion evidently enjoying the feeling of touching Silver Spoon’s pregnant stomach immensely. Though Apple Bloom herself couldn't quite understand that particular fascination at first, the longer she watched and the longer she stared at Diamond Tiara’s cock, the more she was envious of the pregnant filly. The young mare had felt this sensation before, and when in the past she had experienced it, she had resisted it, now though, things were different.

She knew then and there that she was going to fuck Diamond Tiara, and she was going to make the well endowed filly cum directly inside her womb, the only thing holding her back was a very small part of her that still refused to cross the threshold and instigate the inevitable.

Away from the inner turmoil, Applejack and Silver Spoon were drawing close, their partners skill and strength being more than enough to bring them to the edge of orgasm in only a matter of minutes. Hips thrusted and cocks plunged deep into each mare’s dripping honey pot, pleasure abounding throughout the barn.

Silver Spoon’s lip quivered, her back legs twitched, her orgasm mere moments away, Big Mac’s strength giving him a clear edge. Several feet away Applejack was just now realizing how truly close she was, the mare’s entire body twitching randomly as she felt the first orgasm of the night coming on. Normally Applejack would have been shocked to feel this much pleasure this quickly, but she wasn't really able to muster such a coherent thought given just how enamored she was with Diamond Tiara’s cock.

In her mind it was the only thing she could think of, the only object in her world that deserved to feel such amazing pleasure, and it was with this thought in mind that she began to take a more active role in their love making. The mare tensed her inner muscles, squeezing and kneading the pillar of filly cock resting deep in her guts. Applejack felt her partner’s thrust skip for a second, and she knew from the breathy moan that she felt on her neck, that she was on the right course.

This continued until Applejack’s ability to reason broke down entirely, her entire body shuddering for a moment as she came harder then she thought possible. “Cumming!” She cried, her head thrown back as she cried in pleasure.

As if on cue, Silver Spoon felt her own orgasm come on, the mare clinging desperately to the massive slab of stallion meat currently drilling her cunt. “Me too!” She cried, her hooves leaving light scratch marks in the farm stallion’s back.

Though Diamond Tiara’s orgasm had been distant at first, the squeezing and kneading done by Applejack’s talented pussy had done a lot to bring her closer to the edge. Coupled with the way that the older pony was accidentally doing something like that right now, albeit not quite as well, brought Diamond Tiara dangerously close. She just needed one last thing to bring her to the edge or else she was going to lose, she just knew it.

“Breed me! Oh please, please, please I need your seed deep inside me.” Applejack moaned, her legs quivering, the mare barely able to stay standing.

Hearing the desperate plea was all Diamond Tiara needed to hear, and with one last, powerful thrust she buried herself in her mate and unloaded everything she had. “Cumming!” She yelled.

Diamond Tiara had just enough sense left in her to be aware of the fact that Big Macintosh had cum a few seconds later, the stallion’s balls twitching as he unloaded into Silver Spoon.

Apple Bloom came hard, the young filly orgasming the instant she saw Diamond Tiara’s large balls twitch and begin to eject an almost comical amount of cum into Applejack’s womb. And she knew that was where it was going as the older mare’s stomach was already ballooning outwards after only a few seconds. Even as Apple Bloom’s orgasm tore through her body, she still stared closely at her sister’s stomach, her mind imagining what it must feel like to be so completely and utterly full of cum.

She wanted to feel that, wanted to be bred, to be filled, to be made into an expectant mother, yet that stubborn part of herself remained, the filly’s shame keeping her on the outside of the barn, rather than inside.

Diamond Tiara panted, her forelegs draped over Applejack’s back as the rest of the filly’s body rested on the farm pony’s well muscled back, her cock still twitching as it continued to cum. Though her orgasm hadn't been much larger than average, Diamond Tiara was still not the most athletic filly around, and the brutal pace they had set had taken it's toll.

Big Macintosh on the other hand had already finished, his comparatively small load still going far too fill the young mare’s cunt with seed. Which was already rolling down the crack of her ass and pooling on the blanket Big Mac had set out several hours earlier. The stallion’s cock remained hard for a surprisingly long amount of time, though even then the comparison was obvious, as while he softened, Diamond Tiara remained hard, even while she remained inside Applejack’s now stuffed pussy.

With a resounding sigh of defeat, Big Mac pulled forth from the depths of the pregnant mare’s pussy, his cock head slipping out of her well used pussy and causing a small river of cum to flow into the growing pool on the blanket. Still, even though he had lost, Big Mac was thrilled, the stallion having finally relieved himself in a way that he hadn't been able to in months, if not years. The stallion leaned down and planted a final chaste kiss on Silver Spoon’s lips.

“Thanks for the lay darlin, you were fantastic.” The stallion compliment before standing back up.

“You weren't so bad yourself there handsome, Diamond Tiara could learn a thing or two from you.” Silver Spoon replied, wiping the sweat from her brow before trying to stand and falling back to the bed with a soft oof. “Maybe I’ll just lay here for a bit.”

Big Mac smirked to himself, the stallion brushing the dirt off his shoulder. You still got it old boy. He thought to himself.

Turning back around, the stallion was impressed to see Diamond Tiara still standing, though on second glance Big Macintosh realized that wasn't exactly the case. “You sure took a lot out of her.” Big Mac commented, gesturing to the filly resting on Applejack’s back.

The older mare chuckled and gently jostled the weight on her back. “I think she gave about as much as I took.”

Big Mac raised an eyebrow, his confused expression falling away when he followed Applejack’s hoof and saw how big her stomach had grown. “Stars above girly.” He murmured. “You sure are packing quite the load.”

Diamond Tiara chuckled, the filly finally catching her breath. “They ain't all that big, Applejack here is just hotter than tartarus.”

The farm pony blushed profusely and pawed the ground awkwardly. “Aww shucks, you ain't so bad yourself ya know.”

“Still, I wouldn't mind making this a routine thing, if you all feel the same.” Diamond Tiara offered.

Big Mac and Applejack shared a brief, and identical expression. “I think that sounds lovely miss Tiara.” Big Mac replied. “But we haven't figured out what the winner got.”

The filly frowned, and seemed to think it over a moment before her eyes suddenly lit up. “I got it.” She announced. “Would you mind bringing me back to the step please?”

Applejack nodded and backed up a few steps, only now realizing that she had walked away from the step stool. With something firm under her back hooves, Diamond Tiara took a step down and sighed. “Thanks, now would you mind taking a step forward, I’m still not quite soft.” Diamond Tiara asked, giving APplejack’s ass a light tap.

“Err sure.” APplejack murmured before doing just that.

With a little bit more distance gained, the filly was able to begin pulling her mammoth cock from APplejack’s depths, the mare twisting and writhing as she felt the huge object get pulled out of her. The process was a surprisingly slow one, with Diamond Tiara having to fight the urges of a needy mare. Throughout it all Big Mac looked on in shock as the filly’s still hard cock slipped from her sister’s depths, a thin layer of cum still clinging to her massive shaft.

“Whoa.” He muttered to himself, amazed to see that she was that big, and still that hard.

With one last grunt, Diamond Tiara wrenched the flared head of her cock from APplejack’s cunt, leaving the older mare with a stretched and gaping pussy that hung open, ready to be used again. Most surprisingly to Big Macintosh was the fact that there was no flood of seed when she had pulled out, the filly’s cum stuffed securely in Applejack’s no doubt flooded womb.

“Well I’ll be.” Big Mac muttered as he watched the filly awkwardly stumble down the stair.

From her position at the door Apple Bloom muttered something similar, the filly’s mouth watering at the sight of Diamond Tiara’s massive cum slick pole emerging.

Now free from Applejack, the filly wiped her forehead before giving her head a shake. “Okay then. I was thinking that the loser would clean the winner off, and if you don't agree then maybe Applejack here wouldn't mind substituting for ya.” Diamond Tiara wound up and gave the older mare a firm smack on the ass, sending her large flanks shaking.

“Well I wouldn't mind.” Applejack muttered, barely hiding the shame that burned hot on her cheeks.

Big Mac nodded quickly. “Sure, just go on and lay down on the bed.”

Diamond Tiara’s eyes lit up and she pumped a hoof in the air. “Fuck yeah, shove over Silver Spoon.”

The slightly older filly rolled her eyes and slowly stood on shaky legs. “Yeah yeah, I’m up.” She muttered.

Applejack grabbed Silver Spoon’s foreleg when she was about to fall, the earth pony hauling the younger mare up onto her hooves in a single swift motion. “Watch it there Silver, wouldn't want to fall now.”

“Thanks for that Applejack.” Silver Spoon remarked, the mare giving her legs a wiggle before standing on her own four legs without assistance.

Noticing that Silver Spoon was indeed fine now that she could feel her legs, Big Mac looked down at Diamond Tiara and smirked at the eager, and slightly confused expression on the young mare’s face. “Something tells me you’ve done this before.” He remarked as he slipped to his knees.

“What, seduce a stallion into sucking my cock?” Diamond Tiara asked with feigned ignorance.

“Eeyup.” Big Mac replied, his joints popping as he settled onto his side.

“Maaaybe.” Diamond Tiara replied cheekily.

“Hey, what's the deal with that anyway Mac?” Applejack piped up, leaning on the gate to the stall. “I thought you were straight, unless you and…”

The old stallion nodded his head. “I may have done some foolin in my day, with the pony y'all are thinking of. Haven't really done that in a few years but I can't say I haven't been tempted.”

Diamond Tiara grunted. “This is so fucking hot.”

Unperturbed by the filly’s wanton lust, Big Mac continued down, one hoof reached out and gripping the futa cock mere inches from his lips. In a single smooth movement, the stallion positioned his mouth in the right spot, and brought the cum slick cock to them. Without hesitation the large red stallion pushed his head forward, easily taking Diamond Tiara’s semi hard cock several inches.

Apple Bloom gaped silently at what she saw, her entire body twisted in a weird direction in order to still see what was going on while enabling her to continue to assault her clit. The filly’s mind was scrambling to figure out what Big Mac and Applejack had made reference to, but Apple Bloom knew she would likely never know, as those two had a different kind of relationship then the one they had with her.

With a frown on her face the filly squinted as she tried to get a better look of the action. “Come on Silver Spoon move that giant ass of yours.” Muttered the voyeuristic filly.

As if on cue the mare shifted a little to the left, giving Apple Bloom just enough room to see exactly what was going on, and just in time to see Big Macintosh slide down Diamond Tiara’s sock, his throat bulging as he took more of the filly’s gargantuan dick.

Apple Bloom’s shock was slowly replaced with yet more envy, the filly’s mouth watering at the sight.

Diamond Tiara watched as the large stallion swallowed nearly the entirety of her cock in a single fluid motion, his neck displaying a clear outline of the filly’s only semi hard cock. The usual feeling of pride being replaced by genuine curiosity and the longer she watched the more she wanted to ask about the stallion’s sexual history. In the end she pushed such thoughts to the back of her mind, her better judgement telling her that now was not the time and that such a time would come eventually.

As the filly watched Big Macintosh bob up and down on her cock, the filly’s nostrils flared as they picked up an oddly familiar smell. Looking around, Diamond Tiara quickly realized where the smell was coming from, and just why it smelt so familiar. The source of said scent was only a few inches away and was in fact the red stallion’s impressive cock which was covered in his, and Silver Spoon’s juices. The scent of a mare in need made some deep part of Diamond Tiara awaken and made her cock twitch as more base instincts readied her body for what it thought was coming next.

A glance down told Diamond Tiara that Big Mac had successfully managed to swallow the entire length of her cock with relative ease, having only stopped for short two second breaks every once and awhile. It also told her that although he seemed to be enjoying himself quite a bit, that the stallion didn't feel as good as Diamond Tiara did. With that in mind, the filly quickly made up her mind, and with a wolfish grin on her face, leaned forward and pulled the red stallion’s cock towards her lips.

Something that the stallion himself didn't even seem to notice, the only acknowledgement being the slight angling of his hips to better allow Diamond Tiara the reach she needed. Something the filly eagerly took advantage of, guiding the slick member up to her lips. “Just fyi, I’m not very good at this, so set your expectations low.” Diamond Tiara announced before leaning forward and slipping the stallion’s cock into her mouth.

Big Mac was far from disappointed at the filly’s mediocre skills however, the stallion easily able to tell that despite that same inexperience, she was doing her absolute best. It was that fact, that she was indeed trying her best that made the stallion enjoy the blowjob and made him eager to give back and show the filly just how it was done.

“Whoa nelly.” Applejack muttered, taken aback by the fact that Big Macintosh had just dove down the filly’s cock, gulping the appendage down in a single motion.

“No kidding.” Silver Spoon agreed, the younger mare watching the scene just as intently as Applejack was. “I didn't know he was that good.”

The farm pony was about to say something back, only for her mouth to be stuck open as she watched Diamond Tiara do something similar, though it took her longer, and it looked not nearly as effortless. That wasn't quite what shocked her though, as Big Mac seemed to take this as a challenge and was easily out pacing the young filly with deep, fast bobs of his head.

“I just might have to ask my older brother for tips on dick sucking.” Applejack remarked.

“Hey, get in line sister.” Silver Spoon replied, while bumping her hip against Applejack’s side.

“Maybe he should start a seminar or something.” APplejack replied with a chuckle.

A laugh that could be heard all the way from the entrance of the barn, where a furiously masterbating Apple Bloom was dealing with a whole new level of conflicting emotions. She knew that this was different then simply watching Big Macintosh fuck Silver Spoon, as there was an extra layer of depravity there, but she couldn't really bring herself to care too much. She knew she should care, but like what was now normal for her, her brain simply didn't seem able to give a shit.

In the end she simply brushed past any conflicts and merely enjoy the show, her hoof cycling between furiously mashing her clit and plunging into her pussy for several deep, powerful thrusts which mimicked perfectly the red stallion’s pace.

The two sixty nining ponies quickly reached a lightning fast pace, with Diamond Tiara only slightly falling behind the stallion’s faster movements. Diamond didn't even try and do what Big Mac was doing, as the filly’s head was already in constant motion as it bobbed up and down his slick length. It was at this point that she realized that in her haste to reach Big Macintosh’s pace that she had forgotten to take a moment and simply taste what she had sought out to taste.

Pausing for a moment with the stallion’s cock wedged firmly down her throat, Diamond Tiara ran her tongue along his length and gathered up a large wad of juices before pulling back up and letting the liquid cascade over her tongue. The taste was mostly dominated by Silver Spoon’s delicious nectar, but the filly could still taste Big Mac’s unique maleness at the tail end of it. She quickly swallowed that load and bobbed back down his cock, doing the same thing all over again until her curiosity had finally been sated.

Big Mac noticed this and suppressed a chuckle, the stallion enjoying the eagerness and curiosity of youth immensely. It was that wholesome sense of free love and free expression that he so enjoyed, though even then, the stallion could already feel his body beginning to struggle, his long day slowly catching up with him. With that in mind, the stallion knew he would be too exhausted to do anything after this and decided to use the last bit of energy he had left to make this particularly memorable for his new partner.

With a speed bordering on manic, the stallion gripped the base of the filly’s cock and threw himself forward, the massive, now hard, peice of mare meat filling his mouth and throat. Up and down he went, shocking the ponies watching him, and even Diamond Tiara for several moments. Applejack shook her head and whistled, taking mental notes on what he was doing in order to up her own game, something that both Silver Spoon and Diamond Tiara were doing to a lesser extent.

Even Apple Bloom was subtly watching the stallion’s technique, a small part of her mind convinced that she may need those skills in order to better pleasure the mare, when the time came. Something she could only half heartedly disagree with, as the filly had come to accept that perhaps it was only a matter of time when she finally did the deed with Diamond Tiara. Such thoughts were a little too large scale for Apple Bloom however, and she focused simply on pleasuring her cunt as much as possible while keeping a close eye on the action playing out before her.

Diamond Tiara was close, she knew it was a little too quick, but she couldn't help it. There was always something about dominating a stallion that she enjoyed considerably, even though she was hardly dominating this particular stallion, it was close enough to ignite that fire within her. She worried that it was a little too soon though, even if she understood that this wasn't meant to be something long and drawn out.

Shaking off that thought, Diamond Tiara focused all of her attention on her partner’s dick, not wanting to fall into the trap of simply enjoying the pleasure that was even now coursing through her body. With one hoof she braced herself against the ground, while the other reached out and began to gently squeeze Big Macintosh’s balls in the same way that Silver Spoon loved to do to Diamond Tiara’s own sack.

Sure enough the stallion’s cock twitched when she did just that, signalling that it just might be a universally great move, and not just something Diamond Tiara enjoyed. With that in mind, the filly poured herself into the task at hoof, determined to not be measured and found wanting.

Again, Big Macintosh noticed this, the stallion having never held back one iota, the farm pony having known since the beginning that this was not going to be a long drawn out thing. Sure enough, his own orgasm was already coming along quickly, hurried to the forefront of his mind by the erotic nature of indulging in a favorite fantasy of his. Not like he was going to tell Diamond Tiara that, as for one his mouth was still full, and two, he enjoyed immensely the way she went to town on him, her youthful exuberance more than compensating for her small pool of experience.

Just when Diamond Tiara felt like she couldn't hold back for a second longer she felt the stallion’s balls twitch, and an uncharacteristic moan slip past the red earth pony’s lips. With a smile on her own face, Diamond Tiara held onto her orgasm for several more desperate seconds, subconsciously wanting to beat the stallion in an endurance race that only she was partaking in.

When the filly’s orgasm had passed the point of no return and was now coming whether she wanted it to or not, Big Mac came, and came hard. Diamond Tiara had the benefit of hindsight, and had managed to pulled back just enough to catch his load in her mouth, the eager filly wanting to see what he tasted like before she swallowed every last drop of his cum.

Big Mac had a similar amount of hindsight and desire to taste his partner, but also knew that she produced far too much to make the same strategy possible. Instead, the stallion counted down the seconds until Diamond Tiara came straight down his throat and into his gut. And the filly came exactly on time, the well learned stallion being able to count down to the very second she came, having seen well the signs that she had been holding back until now.

Great waves of seed cascaded down the filly’s length, and crashed into his stomach, the stallion enjoying immensely the feeling of fullness that he felt radiate from his midsection. He enjoyed this so much that his already well above average production exceeded even his expectations, filling the poor girl’s mouth in two massive spurts of cum.

To her credit Diamond Tiara managed to barely swallow it all before pushing the cock down her throat and simply allowing him to shoot his wad straight into her guts. Despite how well she had reacted, she still managed to dribble two large orbs of seed down her face, dripping from each corner of her mouth and marring her fur somewhat.

On and on their orgasms went, and for a brief moment Diamond Tiara wondered if Big Macintosh was going to be able to keep up with her, only for the male’s orgasm to begin to peter out near the end, and finally ending just as hers was starting to wind down. The stallion seemed to sense this coming though, and he slid back a little, positioning the filly’s cock in the center of his mouth and allowing him to catch a few spurts of seed in order to properly taste just how good she was.

His curiosity was rewarded, and the stallion eagerly found that he loved the powerful taste of salty and tangy taste. He idly wondered what her diet was in order to gain such a unique flavor, concluding that it was likely a combination of plenty of fruit as well as a good amount of tangy flavored baked goods. The stallion made a note of asking later, when his mouth wasn't occupied and he wasn't so exhausted to not be able to go a second round.

Applejack and Silver Spoon shook their heads in unison, their eyes both firmly stuck to Big Macintosh’s stomach and the way that it had ballooned slightly, the filly’s potent seed filling his belly to the absolute brim. Yet despite that he didn't seem to complain, and even as the farm pony’s clearly defined and well muscled stomach became less defined, he showed no discomfort, taking the massive load in stride.

“Well shoot.” Applejack muttered. “That's the most impressive thing I’ve seen all week.”

“The last three days for me.” Silver Spoon added. “Sweetie Belle sung the alphabet while sucking Diamond Tiara’s dick.”

“Now that's impressive.” Applejack remarked, making both ponies laugh as their wet hooves fell from their aching pussy’s.

A laugh that Apple Bloom desperately wished she could join, both literally and metaphorically, as right that moment her entire body was quivering as she came hard, her hoof buried inside her stretched pussy. Her mind had conjured a vivid image of her being where Big Macintosh was now, bringing her to an earth shaking orgasm that made her want to do nothing more then to run in their and push her brother aside.

Instead, she merely watched, as her orgasm slowly began to dull until finally it disappeared completely and the filly law sprawled out on the ground, pussy aching and shame burning hot on her cheeks. “What am I even still doing here?” She muttered to herself.

When no one answered her question, Apple Bloom slowly rose, and glanced through the wide slats in the door to the barn, sighing heavily and readying herself for another long, and depressing mastorbatioan sesssion a good distance away from the action.

Action that was beginning to wrap up, as Big Macintosh pulled back and gulped down the last Diamond Tiara’s seed still sitting in his mouth. The stallion let his partner’s cock fall to the bed, before he wiped his mouth with a foreleg, belching loudly as the gallons of mare cum settled in his gut. “Pardon me.” He muttered.

Diamond Tiara smirked gave her body a little wiggle and belched twice as loud before smirking victoriously.

The red stallion chuckled and shook his head. “You know not everything is a challenge.”

“I know, but where is the fun in that?” Diamond Tiara shot back, giving the stallion a sly wink.

Chuckling softly to himself, the stallion stood and gave himself a once over, his gaze lingering on the slight paunch he now had. “Well I’ll be, it's a long time since I’ve looked like this.” He remarked, poking his belly with a hoof.

“I’ll say, your bringing back memories of your fat phase.” Applejack remarked with a chuckle.

Big Mac sighed and rolled his eyes. “I thought we agreed never to speak of that, miss, this is not a phase, my soul is as black as my wardrobe.”

Applejack blushed profusely, yet her wide smile remained, and she kept that smile on her face even as Big Mac passed her by, giving her a light punch on the shoulder. “Have fun?” He asked.

“Plenty.” She replied.

“Good, cus I’m exhausted.” Big Macintosh turned and gave a little bow to Silver Spoon and Diamond Tiara in turn. “You were both wonderful, and I hope to see you again real soon.”

Silver Spoon smiled and bowed back. “It would be our honor, wouldn't it Diamond Tiara?”

The other filly stumbled to a stand, flashing the red stallion a wide smile. “It would be, besides, I think big red here needs a rematch now that he knows what he's up against.”

Big Macintosh paused just as he was about to open the door, not noticing the sound of hooves scurrying across the ground and diving into a nearby bush. “And maybe one day I’ll win even.”

“Speaking of which, I better head out too.” Applejack added, following behind her brother and pausing at the door. “Ya’ll take all the time ya need to get yourself cleaned up, and oh don't worry about the barn, me and Mac will get it figured in the mornin.”

“Thanks Applejack! You were an amazing lay!” Diamond Tiara shouted, waving a hoof at the other mare.

“And you got the hottest dick this side of the sahara!” Applejack yelled back. “You best come back sometime young filly.”

“She will, ma’am!” Silver Spoon replied, speaking for the futa filly.

Diamond Tiara merely smiled, and shared a knowing look with Silver Spoon, the two silently counting down the seconds. After several minutes had passed Silver Spoon nodded, telling Diamond Tiara that the next part of the plan was ready.

Outside the barn, Apple Bloom peered into the barn, confused as to why they hadn't don't anything in several minutes, her lust slowly burning down to a slight simmer, her hoof slipping out of her pussy. “Oh come on.” She muttered, eager for more action.

“You know you can just come out and join us you know.” Silver Spoon yelled, turning to the door and looking Apple Bloom in the eye.

“I mean we already fucked your entire family minus Granny Smith.” Diamond Tiara added, the futa filly taking position next to her friend. “Though I think she's a little bit too old for me.”

Apple Bloom’s breath hitched in her throat and she remained exactly where she was for several pulse pounding seconds before suddenly turning, intent on running away. That was until she noticed that Sweetie Belle was standing a few feet away, a wide smile on her face.

“No running this time Apple Bloom, it's time to fess up, do it, or don't.” Sweetie Belle stated, gesturing towards the barn door.

“I- er.” The farm filly muttered a few more half formed words before reluctantly falling silent, realizing just how ridiculous she sounded.

“I know you enjoyed watching quite a bit.” Sweetie Belle began, gesturing to the mare’s cum drenched hoof. “Why don't you come inside and have a little fun with us.”

Not waiting for a response, Sweetie Belle walked up beside her friend and threw a foreleg over her shoulder, guiding the muttering mare into the now open door of the barn. Behind them the door shut firmly, Silver Spoon latching the door and ensuring no one walked in on them. Before them, Diamond Tiara stood with confident smile on her face, the filly leaning on support beam.

“So, you've finally decided to join us.” She announced. “It's about time.”

Apple Bloom grit her teeth. “It's not like I had much of a choice in the matter.”

“You always had a choice.” Sweetie Belle interrupted.

“You could have walked away after the first time, you could have told us to stop, you could have done a lot of things.” Silver Spoon added while strutting past the filly and taking position to Diamond Tiara’s right.

The farm pony grumbled silently to herself before hanging her head in shame. “You know, I never really had anything against you in the first place.” She began. “Scootaloo isn't the nicest pony, but she sure is hard to disagree with sometimes.”

“Your telling me.” Sweetie Belle remarked with a snort.

Diamond Tiara shrugged. “I forgive you, by the way. For all the bullying, I mean I get it.”

Apple Bloom’s head slowly rose, revealing a genuine smile. “Thanks D.T, that means a lot to me.”

“So do you want to fuck her or just apologize?” Silver Spoon asked. “Cus honestly I don't think we mind one way or the other, eh Diamond Tiara?”

“Not really to be honest.” Diamond Tiara replied. “If you want to just turn around and leave I will promise to stop teasing you.”

Apple Bloom bit her lip and thought it over, the mare casting a brief glance over her shoulder before sighing and shaking her head. “At this point I don't even think I can go back. Y'all may not have even touched me but you made me cum harder than anythin has and I don't wanna go back.”

Sweetie Belle squealed with delight, squeezing her friend around the shoulder. “Oh that makes me so happy! Trust me when I say that dick is world changing.”

Silver Spoon rolled her eyes. “I don't know about world changing, but it sure is long.”

“And thick.” Sweetie Belle added, to Diamond Tiara’s growing embarrassment.

“Putting it on a bit thick don't you-” Diamond tiara began, only to be cut off by Apple Bloom unexpectedly piping up.

“And perfect.” She whispered, taking a step forward. “And is apparently able to make mah sister cum so hard her legs shake like a sapling in fall.” The filly’s pace increased and she crossed the barn in a few seconds. “And is apparently good enough to make mah brother’s mouth water.”

“This is so fucking hot.” Sweetie Belle whispered, taking a spot next to Silver Spoon several feet away.

“What do you think she's going to do?” Silver Spoon whispered, ignoring the laundry list of things Apple Bloom felt about Diamond Tiara’s dick as well as the dickmare’s ever growing blush and slight stammer.

“Five bits says she tackles Diamond and fucks her right there.” Sweetie Belle whispered.

“You think shes that bold?” Silver Spoon scoffed. “Your on.”

Apple Bloom stopped mere inches from Diamond Tiara’s blushing face “And is gonna be inside me in ten seconds from now.”

The futa filly could only stutter weakly before being bowled over by a farm filly hot enough to start a wildfire. Then was promptly buried in that same filly’s lips, to the point that she hardly even noticed the fact that she was now on her back, Apple Bloom’s weight resting on her barrel and holding her down.

“Told ya.” Sweetie Belle whispered, elbowing Silver Spoon in the side.

“Augh fine, lunch is on me tomorrow.” Silver Spoon grumbled.

“Yes.” The unicorn whispered, silently pumping her hoof in the air.

Several feet away Diamond Tiara was only now realizing what was happening, her brain having temporarily taken a back seat to what her body was doing. There in front of her, was Apple Bloom, bright red bow and all, currently making out with her with all the intensity of a mare in the dessert, and she the oasis. It wasn't the best metaphor in the world, but at this point it was the best one Diamond Tiara could come up with.

As she lay there, she realized that her hooves were moving without their consent, her right forehoof running through the other filly’s mane and loosing the bow in her hair before tossing it aside. Apple Bloom blushed profusely before giving her mane a shake, working out the tangle of hair and causing it to cascade down either side of her face.

For a moment Diamond Tiara was taken aback by the hidden beauty in her former bully, the futa filly coming to grips with the fact that this might be more than just another fuck. She had something inside her that called out to the filly, making her want her in a way deeper than simply fucking her and forgetting her like so many others.

Pulling her hoof back, Diamond Tiara couldn't help but smile. “Well that was a surprise.” She muttered weakly.

“A good one I hope.” Apple Bloom replied, a tentative smile spreading across her own face.

“A very good one.” Diamond Tiara whispered, before sneaking another short kiss. “Now then, are you sure you want this? Cus we can take it slow if you want.”

Apple Bloom blushed hard and batted the other filly’s shoulder with a hoof. “Don't tell me your going soft on me D.T, cus I’m pretty sure that ain't true.” The farm filly squeezed her flanks around the cock resting between them, adding emphasis to what she had said.

“If that's what you want, it's all yours cutie pie.” Diamond Tiara proclaimed.

“Thats… nice.” Apple Bloom paused, tapping her chin as she thought about it. “I like it.”

Diamond Tiara’s nervous blush slowly faded and she gave her hips a little wiggle, reminding the other filly what they had been about to do. “So do you want me to top or…” The filly let the conversation drop when she noticed the fire in Apple Bloom’s eyes.

“I’ve been watching you fuck other ponies for like a week. Now, I’m going to fuck you.” Apple Bloom stated, a small smirk crossing her face. “If that's alright with you, sugar.”

“Sugar… I like it.” Diamond Tiara smiled before settling into a more comfortable spot. “Well cutie pie, I’m all yours.”

Silver Spoon and Sweetie Belle watched in stunned silence as the normally very dominant filly folded like a house of cards when confronted by the strong willed earth pony. Both mares silently wondering if it was the muscles Apple Bloom had, or whether or not it was simply the raw attitude the filly possessed. In the end it didn't really matter, as neither of them had the muscles, and though Silver Spoon had the attitude, she enjoyed being fucked far too much to ever use it in bed.

Their shock only grew as Apple Bloom rolled her hips, slid her body forward and gracefully slid Diamond Tiara’s cock between her ass cheeks before aligning the thick cock with her dripping wet pussy. It was a level of skill one might expect from a trained whore, or at least somepony with more experience then what they assumed Apple Bloom had.

A sentiment that Diamond Tiara seemed to share, the futa filly silently marveling at just how well Apple Bloom had managed the smooth transition, her toned flanks able to grip and hold Diamond’s cock while guiding it where she wanted it to go. The look she gave the farm filly seemed to ask the question burning on everyone’s mind and Apple Bloom blushed as she realized just what her new friends were thinking.

“I may have been practicing a little during the week.” Apple Bloom admitted, blushing profusely.

“Well bravo girl, it paid off.” Silver Spoon remarked.

Apple Bloom’s eyes went wide when she realized that the other two ponies were still standing right there. “Are you two gonna be there, the whole time?”

“That depends, do you want us to leave?” Sweetie Belle asked.

Apple Bloom seemed to ruminate it a minute before glancing down at Diamond Tiara’s face and finding that the futa filly clearly wanted the other two there with them. Apple Bloom shook her head. “No its fine, just don't distract me please.”

Diamond Tiara nodded. “You heard the filly.”

Silver Spoon rolled her eyes and stuck out her tongue. “Yeah whatever, ya spoil sport.”

A second later and Sweetie Belle joined Silver Spoon on the floor, the young unicorn elbowing her friend before whispering in her ear. “Trust me, just give it a little bit and she will cave, besides, I got a new spell I wanna test out.”

“Oh really? Is it that one?” SIlver Spoon asked.

“You know it.” Sweetie Belle replied confidently.

“Fuck yeah.” Silver Spoon exclaimed. “This is gonna be great.”

“Hey, what did I say about distracting us?” APple Bloom barked, making the other two mares blanch and quiet down.

Even Diamond Tiara seemed a little impressed by the display. “That was so hot.”

Apple Bloom giggled before turning back down to the futanari filly. “Now then, where were we? Oh yeah, I was about to do this!”

Diamond Tiara’s eyes flew open as Apple Bloom’s butt lifted before plunging straight down on her shaft, the young filly impaling herself on the massive rod that was now crammed inside her. She didn't just stop at a few inches though, nor did she stop at just six or seven, the mare’s insides being spread wide by over half of Diamond Tiara’s cock in a single titanic lunge.

“Holy moly.” Sweetie Belle murmured.

Apple Bloom panted silently, trying to give off the most confident vibe she could, the young filly striking a confident pose as she stood atop the mare’s cock. “Pretty good eh?”

Diamond Tiara stuffed down her surprise and tried to remain as neutral as possible. “I don't know, your sister took it all at once you know.”

Apple Bloom’s eyes narrowed. “Challenge accepted.”

Diamond Tiara was about to tell her to stop, but Apple Bloom cut her off before that was possible, the filly letting go of her back legs and free falling down Diamond Tiara’s cock with nothing taking her weight other then the futa filly’s dick and APple Bloom’s forehooves. Diamond Tiara’s head rolled back in the dirt, a blissful expression crossing her face as she lay there, too filled with pleasure to do anything other then moan aloud.

So overtaken with joy was Diamond Tiara that she hardly even noticed that Apple Bloom hadn't managed to take all of the futa mare’s cock despite her drastic efforts. The filly herself remained nearly all the way down Diamond’s cock, her body held aloft by the filly’s titanic dick that left a clear, and massive indent in her midsection. The feeling of being so utterly impaled on something so massive was overwhelming to the overstimulated farm filly, her pussy positively quivering after realizing it was being filled by a real dick, and not rubber or her own hoof.

On the sidelines both Silver Spoon and Sweetie Belle looked on in a mix of confusion and lust, their attention fixated on the filly as she slowly slid down Diamond Tiara’s cock. It took several seconds but eventually APple Bloom managed to press her hips firmly against Diamond Tiara’s her cunt stuffed to the absolute brim with dick. Diamond Tiara herself hardly seemed to notice the comical method Apple Bloom had taken the last half of her, as her eyes had rolled into the back of her head.

The farm filly was tight, but not only that she was tight in a way that indicated that she had never taken anything as large as her before. Why the feeling alone was enough to tell Diamond Tiara that though Apple Bloom had used her hoof plenty, she had yet to take a real flesh and blood dick. This assumption was further pushed by the random and haphazard way she moved her hips, the filly clearly never having experienced what it felt like to ride a real cock.

Apple Bloom herself was having trouble making her movements organized, as she was nearly overcome with pleasure, the feeling of fullness being unlike anything she had ever experienced. In that instant where their hips met, the farm pony had glimpsed something great and terrible and been consumed by it, the mare’s mind utterly dominated by the fat pillar of mare meat currently resting in her guts.

In that moment she understood everything, from the way everypony Diamond Tiara fucked seemed subservient to the almost desperate look everyone gave her at school. This dick was worth it, worth the depravity, worth the submissive behavior, worth the giving herself to Diamond Tiara completely and wholeheartedly.

Now that she had come out the other side, and understood Diamond Tiara’s perfect cock, Apple Bloom had no regrets save that she hadn't done this sooner.

Gripping the other filly’s shoulders, Apple Bloom grunted as she hefted her weight up, before crashing down once more. It was awkward, and clearly the effort of someone who had yet to make love with a flesh and blood partner, though even than her mediocre experience was almost entirely hidden by just how good her virginesque pussy was. The way it Apple Bloom clung to Diamond Tiara, the way her pussy seemed to clamp down on the futa filly’s dick, it all came together to more than make up for her meagre experience.

Despite that low amount of experience, Apple Bloom learned quickly, the filly relaxing her inner muscles and allowing her body to be so thoroughly violated by Diamond Tiara that she felt as though her entire being was being fucked by the futa filly. Their hips reached a harmony, thrusts and counter thrusts crashing into each other with perfect timing. Over time even their moans became synchronized, with both parties cravign the sensation of Diamond Tiara’s dick plunging deep into Apple Bloom’s body.

This continued for several more minutes, with both parties not speaking a word, and uttering nary a sound that wasn't a lustful cry of pleasure given a voice. Only when they both seemed to reach a perfect middle ground, with Apple Bloom’s body having been stretched to accommodate Diamond Tiara’s length perfectly, and the futa mare having learned exactly what her new partner liked. When that happened they both relaxed a little and slowed down, the filly’s staring deep into each other’s eyes.

They both knew what was going to happen, and were unable to resist it, the filly’s meeting in the middle, their lips pressing against each other.

Several feet away, Sweetie Belle shook her head slowly before turning to Silver Spoon and whispering in the other girl’s ear. “Was it just me or was that like, super hot?”

“I know right?” Silver Spoon shot back. “It was just like a few minutes of awkward adjusting but it got me so fucking wet.”

The girls both shuddered, their pussy’s dripping with anticipation, their minds conjuring images of them being where Apple Bloom was now.

On the cold, hard ground Diamond Tiara reluctantly pulled back, Apple Bloom’s lips following her a moment before finally retreating and allowing the mare to look down at her new lover with a wide smile. “Your not half bad you know.” Apple Bloom remarked.

Diamond Tiara shrugged. “What can I say? I’ve had a little practice.”

“Still, you haven't made me cum yet.” Apple Bloom teased, gently nibbling the other filly’s ear as she ground her hips against Diamond Tiara’s.

The futa filly bit back a moan, one hoof rubbing down the farm pony’s back and merely allowing Apple Bloom to tease her a little before reluctantly pushing her away. “You know, I think those two want to join in, are you sure you want to leave them over there by themselves?” Diamond Tiara inquired, motioning towards Silver Spoon and Sweetie Belle.

Apple Bloom frowned, putting on a show of considering what Diamond tiara said, despite the fact that she had already made up her mind. “I don't know sugar, they don't really have dicks like you, and I don't see it working out very well if they joined while in this position.”

“True.” Diamond Tiara muttered.

“W-wait!” Sweetie Belle stuttered, stepping forward suddenly. “I nearly have the futa spell memorized, I could try that out!”

Silver Spoon nodded. “She's pretty good at it, right Sweetie?”

“Err totally.” Sweetie Belle answered.

“Well if they got dicks, than maybe they can join, but I don't want them in my ass, cus I’m saving that hole for you.” Apple Bloom whispered, making Diamond Tiara shudder in anticipation.

“You heard the mare, she is ready to suck a few dicks, so why don't you oblidge her?” Diamond Tiara half asked, half commanded.

Sweetie Belle grinned and lit her horn, calling forth her magic and quickly casting the futa spell on herself and than Silver Spoon. A small, average length shaft and two perfectly normal balls sprouted from the mare’s crotchs, covering their pussy and replacing it completely.

The two mares lifted their legs and glanced beneath themselves, only to come away annoyed, and a little disappointed. “I thought you said you had it memorized Sweetie Belle!” Silver Spoon whined.

“I said almost! Besides, it's not too small. Just, normal, ya know?” Sweetie Belle replied, wincing slightly.

“I guess.” Silver Spoon muttered. “Next time you are going to make it longer and thicker right?”

“After I master the spell I should be able to make it just about any length and thickness.” Sweetie answered confidently.

“That's great and all but are you going to get over here?” Apple Bloom deadpanned. “Because I am getting bored, and I’m sure Diamond Tiara is too.”

“Well I wouldn't say bored.” Diamond Tiara remarked, pulling back from the farm filly’s neck, which she had been nibbling.

“First!” Sweetie Belle yelled, running over to the pair before turning around and sticking her tongue out at Silver Spoon.

Who grumbled silently before taking her spot behind the young unicorn. “I guess you did cast the spell.” She muttered under her breathe.

Shrugging to herself, Diamond Tiara gripped Apple Bloom’s hips and began to thrust up into her, grunting as she buried herself repeatedly into the young filly’s now stretched cunt. The farm pony took a moment to adjust to this new position before smiling up at Sweetie Belle. “Let me guess, you’ve been waiting to do this since you first started practicing that stupid spell.” She stated.

“Yup!” Sweetie Belle proclaimed proudly. “I’ve been trying to figure out how to replicate Diamond Tiara’s thickness for like forever, but no matter what I do it just doesn't seem to work.”

“Well she is pretty much perfect.” Apple Bloom remarked with a heavy blush.

Sweetie Belle nodded eagerly. “I know right, and so thick and the way she hits so deep inside you just makes you want to-”

“-cum harder than you thought equinely possible?” Apple Bloom concluded, before her eyes suddenly rolled back in her head, Diamond Tiara having dragged her medial ring against the farm filly’s clit.

“Are you two gonna yap all day or what?” Silver Spoon interrupted, glaring over Sweetie Belle’s shoulder.

“Err sorry Silver. Are you ready?” Sweetie asked.

Rather than answer her, Apple Bloom merely opened her mouth wide and let her tongue lol out of her mouth, the act serving as the perfect invitation.

Sweetie Belle squealed in delight before hopping up onto her hind legs and placing her forehooves on Apple Bloom’s shoulders before presenting her cock and allowing her friend to wrap her lips around it. At first the young unicorn wasn't sure just how fast she could move, or what she could do, but that all changed when Apple Bloom lurched forward and swallowed every last inch of the unicorn’s magical cock in a single gulp.

“Holy crap.” Sweetie Belle muttered, her eyes fluttering as she was nearly overcome with new sensations.

The new nerve endings were predictably easily excited and Sweetie Belle felt her cock twitch and erupt with a veritable surge of precum, to the point that for a moment the unicorn thought she had finished the second Apple Bloom’s lips met her crotch. Thankfully that wasn't proved true, and instead the magical dick was simply leaking pre like a faucet, a strange, but not unpleasant thing for either party.

Apple Bloom found that despite the fact that Diamond Tiara was now pounding away at her pussy in a way that the filly had never experienced before, she could easily give her friend the attention she needed. The position was a little awkward at first though, but like always, Apple Bloom learned quickly and found a perfect balance between bobbing her head up and down Sweetie Belle’s new shaft and bouncing on Diamond Tiara’s.

Together the three ponies fell into an unspoken agreement, with Sweetie Belle not thrusting forward until Diamond Tiara started to pull back, giving Apple Bloom all the leverage she needed to push forward and swallow Sweetie’s length. It felt almost natural to Apple Bloom, the farm filly finding that she loved being made to serve in this deeply sexual manner, her entire body being put to the task of servicing cocks.

She almost wished Silver Spoon would fuck her ass, but she had been telling the truth when she had said she was saving that hole for DIamond Tiara. Not only that but she was pretty sure it would be just a little too awkward given the weird angles they found themselves in already. Not to mention the fact that Apple Bloom’s inexperienced body was nearly overwhelmed with pleasure already and she didn't even want to imagine what it felt like to have three dicks inside of her at the same time.

That didn't stop her from shuddering as she imagined it though.

Off to the side, Silver Spoon watched closely as her friends plunged deep into Apple Bloom’s body in alternating shifts. The older mare was kind of amazed by just how good Apple Bloom turned out to be, but then again that seemed to be true for just about everyone who fucked Diamond Tiara. The older filly wondered if this was more sex magic messing with them, but in the end she determined it didn't really matter really, a better lay was just good for all of them and she didn't care where that skill came from.

As she watched she began to slowly caress her shaft, touching the throbbing appendage experimentally as she learned how it felt to have a dick rather than to be fucked by one. As the three other ponies continued to go at it like animals, Silver Spoon took a more sedate pace, learning the ins and outs of her new part before she finally got her turn on Apple Bloom’s mouth.

She didn't have to wait long though, and as she watched, Silver Spoon quickly realized that Sweetie Belle was already close, the filly’s legs quivering as her bottom lip did the same, her moans becoming slightly more high pitched at about the same time. She had seen the young mare cum enough times to know that it wouldn't be long now and she bit back a remark for now, instead watching to see how Apple Bloom would take it, and if she would even notice before it was too late.

To Silver Spoon’s shock, Apple Bloom did indeed seem to notice, though the only change she made was not grabbing Sweetie Belle by the balls and squeezing suddenly, causing the overstimulated unicorn to suddenly twitch violently, her orgasm being literally squeezed out of her. Diamond Tiara smirked as she watched her newest lover swallow Sweetie Belle’s loud, the surprisingly dominating earth pony holding Sweetie Belle’s balls tightly and not allowing her to take so much as a step back until she finished cumming.

It was that all consuming desire to get what she wanted that attracted Diamond Tiara, and made her want to break her of that habit, while simultaneously hoping that she would never ever change. Those thoughts were for later though, for now she was beginning to sense that Apple Bloom was close, closer than she had let on, and Diamond was determined to make her cum as she swallowed Sweetie’s load.

Apple Bloom’s grip wavered as she felt Diamond Tiara pound into her with renewed intensity, the futa filly slamming herself repeatedly into Apple Bloom’s pussy. By now it was clear that her cunt would never be the same again, the relatively normal and small part of her having been forced wide to accommodate Diamond Tiara’s massive prick. This fact was driven home with every brutal thrust she made, to the point that she hardly noticed as Sweetie Belle’s cock slowly stopped twitching in her throat, her great globs of seed being reduced to little more than a few weak shots ever few seconds.

Just as she felt Sweetie Belle’s body begin to relax, and her orgasm ebb, Diamond Tiara gave her first gift of the night, in the form of a body wracking orgasm that made Apple Bloom shudder in pleasure. The feeling was unlike any orgasm she had ever experienced before in her life, and if there was any doubt left in Apple Bloom’s mind it would have been gone in that moment as she was well and truly in love with the futa filly’s massive cock. The way it spread her wide, while hitting every pleasurable part of her pussy was so captivating that she was only barely aware that her throat had suddenly clamped down on Sweetie’s dick and was squeezing out a few more ropes of cum.

Sweetie Belle herself seemed just as shocked as Apple Bloom and looked down in confusion, wondering how her body had somehow managed to produce even more seed as it had already felt like she was out. Not like she minded, as cumming directly into APple Bloom’s stomach felt amazing, and strangely empowering, as if filling the filly’s guts with cum gave her a taste of power.

Silver Spoon noticed this change and watched as Apple Bloom’s entire body trembled, while still holding herself in position in order to be fucked by Diamond Tiara and APple Bloom. Her dedication to serving the dicks inside her was commendable, and Silver Spoon made a mental note to congratulate her at a later date and maybe even eat her out, depending on how well she sucked dick.

The older filly wouldn't have to wait long though, as the second Apple Bloom’s orgasm let up, she released her hold on Sweetie belle’s waist. Stumbling backwards, the young unicorn managed to stay vertical long enough to back away from her friend before landing on all four hooves and than promptly collapsing to the ground.

“Sweet Celestia that was good.” Sweetie Belle whispered, her eyes gaining a glazed over expression to them.

Silver Spoon raised an eyebrow at the display before eagerly trotting over to Apple Bloom, who was coming down from her own orgasm. Shaking her head, the filly seemed to remember what was happening and glanced eagerly up at Silver Spoon, a wide smile on her face. “Well come on than, don't be shy.”

Silver Spoon rolled her eyes and shook her head. “You know for someone who just took their first real dick of their life, you sure are eager.”

“I’m a quick learner- unf- what can I say?” Apple Bloom replied, one hoof absently caressing Diamond Tiara’s cheek.

Something about the intimate display awakened some alpha instinct inside Silver Spoon, and the filly couldn't help but hop onto her back legs, grab APple Bloom’s shoulders, and plunge her rod down the farm filly’s throat. Rather than be caught off guard by this, Apple Bloom seemed nonplussed by the sudden penetration, and other than a half second of gagging, adapted perfectly.

Beneath her, Diamond Tiara suppressed a chuckle, having noticed the familiar flame that now flickered in Silver Spoon’s eyes. It was the same flame she had seen when she had taken on Sweetie Belle and began to regularly fuck the unicorn while also adding Silver Spoon to the mix. She knew after just a single glance that it would work itself out in the end, after all Sweetie belle and Silver Spoon seemed to work out the pecking order pretty quickly.

Putting that thought from her mind Diamond Tiara focused on the task at hoof, aiming to finish just after Silver Spoon did, the futa filly planning her next move perfectly. For now she merely slowed down slightly and went back to letting her hooves explore Apple Bloom’s body, touching and caressing the mare’s back, sides and ass as she fucked the earth pony’s pussy.

Meanwhile Silver Spoon and Apple Bloom were locked in an awkward staring contest made ever the more awkward by the fact that they were having said contest while the older filly was fucking her younger’s face. Her pace was fast, her thrusts were deep and brutal, to the point that Silver Spoon’s balls clapped audibly against Apple Bloom’s chin. Yet even still, she could hardly tell if Apple Bloom seemed put off by this pace, as the younger mare merely smirked up at her, taking the magical cock with ease bordering on cocky.

In reality Apple Bloom was barely keeping it together, the filly having just barely learned how to take quick, tiny gasps of air, and even still nearly running out of oxygen more than once. Still, she was getting better, but it was going to be a while before she was going to be able to do this with Diamond Tiara. Not like she minded though, as it felt like a tiny bit of heaven when she felt her hips meet Diamond Tiara’s, and her cock plunge as deep as possible in the process.

Back and forth the two ponies went, with Apple Bloom trying to maintain her stoic exterior, while Silver Spoon changed up her pace constantly, trying to throw her off. It got to the point that Diamond Tiara was forced to take her attention away from squeezing Apple Bloom’s surprisingly generous flanks in order to shoot Silver Spoon a glare. “Cut it out.” She commanded, her thrusts having grown wild in order to try and compensate for Silver Spoon’s weird rhythm.

Rolling her eyes, Silver Spoon did as she was told, though she grumbled under her breathe the entire time she did so.

Apple Bloom made a note of thanking Diamond Tiara later, as she was just about ready to panic when Silver Spoon had held her down for far longer than she was ready for. Looking up, the farm pony smiled faintly, sincerely, before nodding slightly, silently communicating a request for a truce. A request that was begrudgingly accepted by a still ticked off Silver Spoon, who was, in the end, only convinced when Apple Bloom began to work her balls with her hoof while still deep throating Silver Spoon’s shaft.

With that settled, Diamond Tiara knew it wouldn't be much longer before Silver Spoon came, the filly having already been at the verge of orgasming before she let her ego get in the way and end up making things less enjoyable for herself. Now, her pace was fast but even, her eyes closing every few seconds as she savored the pleasure coursing through her veins.

Good. Diamond Tiara thought, silently proud of her mares for working things out, as well as relieved, as her own orgasm would be coming soon, and it would have ruined her plans if Silver Spoon was still occupying Apple Bloom’s mouth when that happened.

Sure enough two minutes later and Silver Spoon grit her teeth, her body becoming rigid. “Cumming!” She yelled, her hooves gripping Apple Bloom’s mane tightly as she plunged herself deep into the earth pony’s throat.

An act that didn't surprise Apple Bloom one iota, as Silver Spoon telegraphed that from nearly a mile away, the mare’s body having occasionally become nearly rock solid as her muscles clenched tight during particularly pleasurable moments. This gave Apple Bloom all the time she needed to take a deep breath, and fill her lungs with oxygen, the filly guessing correctly that Silver Spoon was not the type of pony to pull out until she gave exactly what she wanted to give.

And that was exactly what happened, Silver Spoon held on throughout the entire orgasm, her cock spraying a thick stream of seed straight down Apple Bloom’s throat while she gripped the other filly’s mane tightly. Her body twitched and spasmed occasionally as she rid out her orgasm, until there was only a bit left, and than, she switched up her tactics all of a sudden.

Pulling nearly all the way out of the filly’s throat, Silver Spoon’s cock shot the last few loads it had left to offer on the earth filly’s tongue, coating the mare’s mouth in cum. Unlike Sweetie Belle, whom Apple Bloom had not been able to taste at all, Silver Spoon had given her just enough seed to nearly fill her mouth, without overfilling it.

Swirling the cum around in her mouth, Apple Bloom did her best to give the seed a thorough taste tasting, analyzing the texture as well as the underlying tastes found within. The load was relatively watery, and weak tasting, being little more than a mixture of saltiness as well as an odd bitterness that she couldn't quite place.

Feeling Silver Spoon begin to go soft in her mouth, Apple Bloom swallowed the load in a single massive gulp before opening her lips and allowing Silver Spoon to stumble back, her wet cock slapping against her stomach. “Damn, you werent half bad.” Silver Spoon muttered, as she fell to her side, joining Sweetie Belle on the floor of the barn.

“Thanks, you ain't so bad yourself when your not trying to race me for some reason.” Apple Bloom shot back.

“I’m almost there.” Diamond Tiara interrupted, bringing Apple Bloom’s attention back to the mare who was even now plowing her cunt.

“R-really?” Apple Bloom muttered, not quite sure how to feel about that.

Over the last half hour or so she had gotten rather used to the feeling of Diamond Tiara being inside her, to the point that the very prospect of that changing made her strangely anxious, and a little nervous. “Yeah, and I’m gonna pull out.” Diamond Tiara replied with a grunt.

Apple Bloom’s eyes went wide and she placed a hoof against Diamond Tiara’s chest, stopping any sudden movements before they could even begin. “Wait a second you aren't going to really pull out, are you?” She asked, a bit of hesitancy worming its way into her voice.

“I don't know, you seemed pretty not interested in the whole fucking thing at first and I wouldn't want to push you into this.” Diamond tiara remarked teasingly.

“No.” Apple Bloom stated, shoving Diamond Tiara back to the floor.

“No?” Diamond Tiara replied, raising an eyebrow.

“You heard me.” Apple Bloom announced sternly.

A few feet away Silver Spoon and Sweetie Belle were sharing an odd look, both silently questioning just what was going on. Both mares knew well Diamond Tiara’s teasing voice by now, but by the looks of it Apple Bloom did not.

“Bold of you to assume you had a choice in this.” Diamond Tiara muttered, eyes narrowing dangerously.

“Bold of you to assume I would care about your opinion in the first place.” Apple Bloom shot back.

The two stared at one another for several long seconds before Diamond Tiara chuckled unexpectedly. “Well, go on than, fuck me and get what you want. But I warn you, your going to have to beg for it.”

Apple Bloom’s eyes narrowed. “Your on, cutie pie.” The stern declaration was only slightly hindered by the addition of the pet name, which took an edge off the seriousness of it such a declaration.

The farm filly cracked her neck twice before giving her body a slight wiggle, working out the kinks and warming up her muscles. Below her, Diamond Tiara could hardly contain her excitement, the mare only barely managing to hold onto the cool girl facade she wore. Truth be told, she was nearing the end of her rope, and she knew it wouldn't be long before she came, and Diamond Tiara hoped she could hold out long enough to look cool in front of her newest mare.

Meanwhile Apple Bloom seemed to have warmed up enough and she planted her forehooves on either side of Diamond Tiara’s head, adding a physical reminder of just who was in control. Something Diamond took note of, but did nothing to stop, waiting patiently for whatever her newest lover had in store for her.

A second later and the filly had suddenly thrown herself forward only to throw herself backward with the same level of force. Despite this use of force, the filly was anything but reckless, and her actions were tightly controlled, Diamond Tiara’s cock nearly pulling out before slamming back inside. Apple Bloom’s body cried in ecstasy, all but demanding that she be reduced to a quivering pile of lusty moans. The farm pony would not let that happen though, as Diamond Tiara had something she wanted, and she was not leaving until she got it.

Diamond Tiara’s eyes went wide and she stared up in shock, amazing by the control Apple Bloom had, as well as just how good it felt to have given up that level of control. Over the next minute that point would be driven home with every time their hips met in a wet, and audible smack.

Beside them, Silver Spoon and Sweetie Belle gawked silently, thrown off by just how pent up APple Bloom seemed to be, though when they thought about it did make sense, as they had teased her quite a bit over the past week. Evidently that was all coming out now, leaving Diamond Tiara wondering if she would have bruises or even be able to stand after this was all over. In the end that was a future Diamond Tiara problem, not a current Diamond problem, and the futa filly was determined to enjoy it while it lasted, because that wouldn't be for long, that was for damn sure.

Minutes flew by at a brisk pace, the time passing so quickly that no one seemed to notice until Apple Bloom began to slow, exhaustion sapping her speed and strength. Upon seeing this Diamond Tiara let out a small sigh of relief, the filly having neared the end of her rope over the last minute or so, but hadn't wished to cum quite yet. Apple Bloom smirked when she noticed the relieved expression on her lover’s face, before squeezing down with her cunt and redoubling her pace all over again.

Shock splayed across Diamond Tiara’s face and the young mare quickly realized that she had been had, and it was too late. She was unable to hold back the wave of pleasure she felt crashing through her, Apple Bloom’s pussy squeezing too tightly, too perfectly around her shaft.

She knew in that moment that Apple Bloom would not be the type to beg unless made to beg, and right than and there Diamond Tiara vowed to make her do just that. That was future Diamond Tiara’s problem though, as present Diamond was too busy grunting as her cock began to twitch, seed surging its way up her length.

“Yes!” APple Bloom tried triumphantly, her own orgasm which had been only just held off, arriving at the same time, brought on by the feeling of Diamond Tiara’s dick erupting with the first burst of seed.

And it was a burst, a massive blob of cum traveling up the futa filly’s length and causing Apple Bloom’s pussy to stretch a little as it was forced deep inside her. The farm pony closed her eyes and let her mouth hang open, her crotch pressed tight against Diamond Tiara’s, ensuring not a single drop would be wasted.

Spurt after spurt of cum shot deep into Apple Bloom’s cunt, every drop of which seemed destined for her womb. Her stomach bulged as her womb stretched and warped, changing shape in an attempt to take the futa mare’s titanic eruption.

The other two mares continued to gape in silent amazement, shocked by just how well Apple Bloom was taking Diamond Tiara’s load, especially considering it appeared larger than normal. Though even than, they were both convinced that it would only be a matter of time before she would be forced to give in and pull back.

Spurt after spurt of cum shot deep into the mare’s body and still she did not relinquish her hold, with Diamond Tiara too far gone to even notice just how much cum she had poured into the farm pony’s womb until her orgasm began to die and her eyes fluttered open. The sight she beheld when she finally opened her eyes was an amazing one, with Apple Bloom’s stomach having ballooned to the point of appearing clearly pregnant.

Not a single drop of seed was spilled, and as Diamond Tiara’s cock began to soften, and Apple Bloom slowly stood up, no cum dripped from her stretched lips. “Wow.” Diamond Tiara muttered to herself, a sentiment mirrored by everyone else in the room.

Apple Bloom could barely contain her joy, though she held back such sentiment untill she was lying on her side, the cold ground doing much to ease the heat she felt burning inside her. Her fur was matted, her body ached and her muscles were screaming at her, but Apple Bloom had what she wanted and for the first time in over a week, she felt content.

With a soft smile on her face, Apple Bloom leaned over and kissed Diamond Tiara on the cheek. “Thanks for the lay sugar.”

Diamond Tiara blushed profusely, and stammered for a response for several seconds before closing her mouth and simply nodding her head. “Uh, yeah. You too.” She muttered weakly.

“Congrads Bloom.” Sweetie Belle exclaimed, patting her friend on the back. “That was amazing.”

“Yeah, I didn't know you had it in you.” Silver Spoon added.

“Though I’m glad you did.” Diamond Tiara added, a small blush still evident on her cheeks.

Apple Bloom maintained her cool composure for several more seconds before blushing profusely and breaking down completely. “Oh my gosh I was so cool back there right?”

“You totally were.” Diamond Tiara replied, wrapping her hoof around the other filly’s. “You really had me going.”

“That was so fucking hot. I can't wait until you get that spell perfected Sweetie Belle.” Apple Bloom added.

The unicorn blinked. “Oh, right, you really seemed to enjoy that.”

“Like you wouldn't believe.” Apple Bloom gushed.

“You slut!” Silver Spoon remarked, punching the mare’s shoulder playfully.

The farm pony puffed out her chest as much as she could. “You know it.”

The four mares all erupted into laughter, the ponies drowning the lingering awkwardness with mirth, until they all lay on the dirt floor and looked up at the ceiling. When nothing was left but camaraderie and joy, they fell silent, and remained that way until Apple Bloom suddenly spoke.

“I know you plan on seducing Scootaloo too, but she won't be so easy to convince.”

“We know.” Silver Spoon replied.

“We have a secret weapon.” Sweetie Belle elaborated.

“Huh, well good luck with that.” APple Bloom shrugged. “So long as I keep getting dick you can count me in.”

“Of course, cutie pie. I wouldn't dream of cutting you out of the picture now, not after… well, that.” Diamond Tiara remarked, one hoof brushing across the other mare’s bulging midsection lovingly.

Blushing profusely, Apple Bloom grabbed Diamond Tiara’s hoof and held it with her own. “Thanks sugar.”

Silence reigned over the barn for a whole two seconds before Silver Spoon suddenly said “What the hell was that?” Angrily.

Diamond Tiara blinked and looked up to where Silver Spoon sat. “What do you mean?”

“That pet name! Thats cute as heck!” Silver Spoon replied, a hint of envy worming into her tone.

“It's not that cute, who cares if you have one or not?” Diamond Tiara exclaimed.

“It is pretty cute.” Sweetie Belle replied nervously, the mare looking away from Diamond TIara, unable to meet her gaze.

Apple BLoom raised an eyebrow and smirked at her new lover. “You know, you could just give one to them as well.”

“I mean I could, but seeing Silver all flustered over quote unquote mushy stuff is pretty funny.” Diamond Tiara remarked, while shooting the aforementioned mare a smirk.

“In that case I’m going to call you muffin head from now on, so nya.” Silver Spoon stuck her tongue at the mare while crossing her hooves over her chest.

Diamond Tiara pouted profusely. “But I don't wanna be muffinhead.”

“Than you have to give me a better name.” Silver Spoon shot back.

“Fine, in that case you’ll be cottage cheese, on account of your giant cottage cheese thi-” Whatever Diamond Tiara was about to say was cut off by a flying Silver Spoon who tackled her.

Leaving two rather confused, and amused mares to look at one another and shake their heads in unison. “You know I think I just like Sweetie, for you.” Apple Bloom murmured, a small smile on her face.

“Aww thanks.” Sweetie Belle and Apple Bloom shared a smile before turning back and watching as the two mares rolled around on the ground, with Diamond Tiara having a clear disadvantage in the form of a large dick that constantly got in the way.

“Thanks Sweetie Belle.” Apple Bloom announced suddenly.

“For what?”

The farm filly gestured to the scene playing out before her, with Diamond Tiara now pinned to the ground. “This.”

Author's Notes:

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Chapter 4

Scootaloo frowned viciously as she walked to school, the young mare angry at a lot of things, but most notably the fact that she had slept through her alarm and no one seemed to care enough to wake her in time for school. Though she knew that wasn't true, as her aunts were merely very busy after all the legal trouble they went through, it was still disheartening and made the young mare feel unwanted in the extreme.

Grumbling silently through the town Scootaloo glanced through the window of a cafe and noticed that if the clock on the wall was correct, that she would get to school just in time for first recess. “Well at least I won't have to walk into class midway through a lesson.” Scootaloo muttered, remembering well just how vicious the tongue lashing was when somepony was foolish enough to do that.

It also made her step accelerate slightly, the mare eager to see both her friends, as well as her coltfriend whom she hadn't seen in several months. Upon thinking back to the months she had missed, Scootaloo ground her teeth together, happy that at least she hadn't fallen behind in school, though she missed a good portion of the spring, and was coming back just before summer break. She had missed some of the best time of the year to be a bully, as spring meant track, sports, and outdoor activities, all of which she excelled at.

Imagining all the gloating time now gone, Scootaloo’s mood fell right back to where it was when she had began the long walk to school. A mood that was only slightly elevated when she saw the school come into view, meaning she was only several minutes away from seeing her friends once more.

She wondered if they had gotten some good burns in on Diamond Tiara yet while she was gone, as the blank flank was the perfect target given her peculiar situation. Snickering softly to herself, Scootaloo thought back to a select few of her own burns she had come up with, the filly eager to pull them back out now that she was finally back in school.

Walking through the playground Scootaloo was instantly struck with a sense of strangeness that bordered on disturbing. Ponies played, and ran around, but they did so in an odd manner, with almost every filly she saw sporting a slight bump in their stomach. A passing yellow coated mare with a diminutive horn frowned when her eyes met Scootaloo’s and she huffed before passing the bully by.

Scootaloo couldn't even think of a response in time, the filly used to being on the receiving end of fear, respect and not outright disdain. By than, word of her arrival seemed to have passed through the school yard and just about everypony gave her a sidelong glance, whispering to their friend group about Scootaloo’s return. Most seemed to display an open sense of disgust, while others had a strange eagerness to their faces and words that distressed Scootaloo for some reason.

Out in the open, and with nopony to back her up, Scootaloo panicked, the stares drilling into her and opening up all her insecurities. With mounting panic the filly turned and ran towards the door, ignoring the hushed conversations she passed and making a break for the safety of the halls, and hopefully, her friends.

Once inside, most of the staring seemed to stop, with most ponies too absorbed into their own hobbies and conversations to notice Scootaloo’s entrance. Breathing a sigh of relief, Scootaloo made her way to the stairs that went up to the second floor, knowing that her friends would probably be hanging out near the bathroom on the second floor.

As she trotted to the stairs Scootaloo couldn't help but pick up a few stray strands of conversation, the filly hearing a single name uttered nearly constantly. Diamond Tiara, always Diamond Tiara. The fact that her name was being spoken in such a hushed, reserved and respected tone was almost too much for the filly and she ground her teeth as she walked, her steps slowing as she tried to listen to the conversations she passed by.

“-and then she just said, okay sure, join the line!” One filly exclaimed giddily, a hoof pressed against the slight bulge in her midsection.

“No way.” The colt the filly was talking to exclaimed. “Did she keep going all lunch hour?”

“Uh huh, and than for like an hour after!” The filly gushed excitedly.

The colt sighed, and bit his lip, his eyes staring off into the distance. “She's so hot.”

“Oh yeah.” The filly agreed. “Do you think she has time for us?”

Scootaloo shook her head in shock and continued walking, not wanting to linger near that conversation for too long lest they figure out he was eavesdropping.

Noticing a few teachers leaning against a wall near the teacher’s lounge at the end of the hall Scootaloo trotted over to them, before ducking to the side and opening an unlocked locker, pretending to find something within the messy contents. All while paying close attention to the teacher’s conversation with a keen interest.

“Do you think if I give her another A she’ll spend a little more time with me?” The first, slightly older female teacher asked.

Her conversation partner, a younger, more heavily pregnant teacher shrugged. “Diamond Tiara doesn't like it when we break the rules for her.”

The older mare frowned. “Than what can I do? Its been weeks since we've been, well, alone and I am dying Test Taker, dying.”

The younger mare chuckled and placed a hoof on the other mare’s shoulder. “Oh Sunny, you are not dying. Have you tried talking to Cherrilee? She mentioned that she was working on a mold of her in order to help keep the cravings in check.”

“I guess, but nothing beats when she just fills you ya know?” The older said with a sigh.

Whatever the younger teacher was about to say was interrupted by a pony suddenly stomping up to her and angrily announcing that. “That's my locker!”

Scootaloo closed the locker and turned to the source of the voice, only to blink in shock when the high pitched voice’s owner was not in fact a female. “Button Mash?” Scootaloo muttered in disbelief.

“Yeah, that's me. What are you doing in my locker?” Button Mash pressed, his eyeshadowed eyes narrowing.

“What did you do to your hair, you look like a total sissy.” Scootaloo spat, pointing to the colt’s long, braided locks.

“I do don't I?” Button Mash muttered happily, running a hoof down the braid that cascaded down one side of his head.

Scootaloo merely stood there for several seconds, mouth agape at just how girly Button Mash had become. His hooves were painted, eyeshadow brought out the subtle feminine qualities in his face, and even his voice seemed to have raised a few octaves. As she continued to gawk Scootaloo noticed that he had also braided his tail, making it difficult to hide his maleness from any casual observer.

“What the fuck happened to you?” Scootaloo muttered, partly in disbelief.

Button Mash leaned on the lockers and rolled his eyes. “Oh come on, it's not that weird. Diamond Tiara and Sweetie Belle just like it when I bring out my feminine side.”

“Diamond Tiara and Sweetie Belle? What the fuck does that mean?” Scootaloo muttered, becoming more confused by the second.

Button Mash sighed. “You are like, so getting on my nerves with all the swearing.”

“Shut up and tell me where Sweetie Belle and the rest of my friends are, right now.” Scootaloo demanded menacingly, her nose mere inches away from the feminine stallion’s face.

Rather than be intimidated Button Mash merely shrugged. “They are upstairs hanging out with Diamond Tiara and Silver Spoon like always. Why?”

Scootaloo shoved the male aside and stomped off. “I’ll deal with you later.”

Button Mash shrugged and made his way over to his locker, making sure to sashay his hips like Sweetie Belle had shown him. “I wonder what her problem is?” The male stopped just as he was opening his locker, only now realizing the juicy bit of gossip he hadn't even noticed he had. “Oh I bet he doesn't even know about Rumble!”

The girly stallion clapped his hooves together and spun right around, intent on observing the drama from afar. “Oh this is going to be good.”

An angry Scootaloo hopped up the stairs two at a time, brushing past a strange, trancelike young mare who had a wide smile on her face as she stumbled down the stairs, her back legs not seemingly working. The bully didn't have time to even think about whatever was going on there and roughly shoved her and her friends aside, ignoring their cries of irritation as she leapt up the last of the stairs.

Turning to her right, Scootaloo recognized instantly the familiar spot at the end of the hall where the small, somewhat secret bathroom was, as well as the small sitting area that made for a nice place to hang out. Scootaloo’s hooves stumbled for a moment and she gaped silently, amazed at what she saw standing in her usual hang out spot.

“What the fuck?” She muttered, nearly running face first into an absent minded teacher carrying a large stack of papers.

When the teacher past, and his grumblings with him, Scootaloo was once more greeted by a sight that both terrified and disgusted her in equal measure.

Standing where her, Sweetie Belle and Apple Bloom usually stood were those same mares, as well as Silver Spoon. They appeared to be friends, not only that but close friends judging from how close they stood and how readily they touched one another when talking. Though Scootaloo was angry to find her friends had betrayed her, that wasn't what terrified or disgusted her, no, there was something far stranger at work.

Namely the fact that they were all, very, very pregnant.

Silver Spoon was easily the furthest along, the filly’s belly having swelled to the point that she appeared ready to deliver. After doing some brief mental calculations, Scootaloo quickly reasoned that this was impossible, as she hadn't been pregnant that long ago, meaning she was likely carrying twins, or perhaps triplets. The mare also carried an air of command about her, as if she was in charge, her mere stance and the way she spoke carrying across this unspoken dominance quite well.

Beside her, was a smiling Apple Bloom, who wore a simple black, lace sundress that emphasized her only slightly smaller stomach quite well. The farm pony seemed enthralled by the conversation, a blush on her face, something that only seemed to emphasize other physical changes that came in the shape of piercings and makeup, two things Apple Bloom had always said she wouldn't do.

Black lipstick graced the filly’s face, as well as undershadow and painted eyelashes, the young mare having apparently given into some desire Scootaloo had never noticed before now. The changes werent just skin deep though, and as she watched Apple Bloom seemed to tease the other two mares fairly constantly, though not in the way Scootaloo would have assumed. Apple Bloom’s hoof seemed to always stray a little further than what good taste might dictate, caressing the other pony’s faces and sides and it was clear just at a glance that she wanted to fuck them both, possibly at the same time.

Sweetie Belle appeared the most normal, despite having the third largest stomach, as the only noticeable change that had occured was how she flirted back openly with both Silver Spoon and Apple Bloom. Her physical changes were minimal, though she did wear bright red lipstick, something Scootaloo distinctly remembered the unicorn swearing off at a young age.

Unbeknownst to Scootaloo the crowd that had been passing her by had dissipated somewhat, giving the three ponies a clear view of the gawking Scootaloo standing down the hall from them. Apple Bloom seemed to notice first and grabbed her friends attention before turning and gesturing to Scootaloo.

As all three sets of eyes settled on Scootaloo, the bully realized where she was, and the true scope that such a set of strange changes indicated.

Shaking her head, Scootaloo set her jaw and stomped up to the trio, intent on getting answers, and ripping a certain well endowed filly a new one. “What the fuck is going on?” Scootaloo demanded.

Apple Bloom raised her eyebrow and snorted. “Well ain't that a fine howdy do?”

“She is rather rude, isn't she sweet stuff?” Silver Spoon replied, elbowing Apple Bloom.

“Quite so.” Apple Bloom agreed.

“And demanding after not seeing us for months.” Sweetie Belle tsked. “It's nice to see you too Scootaloo, how was your trip to Canterlot?”

“It was fine, but that's not what-” Scootaloo began, only to get cut off by Silver Spoon.

Who tapped her chin thoughtfully. “Why did you go to Canterlot anyway? And for so long to, I bet your going to have to take summer classes now.”

“There was an… issue with the adoption, my father wanted to claim guardianship.” Scootaloo shook her head. “That doesn't matter now though, that's not what were talking about.”

“Oh but it is.” Silver Spoon pressed. “Were all quite concerned about what was happening after hearing about it through Cheerilee.”

“Yeah, no offence but that sounded pretty crazy Scootaloo, are you sure your okay?” Sweetie Belle asked, stepping forward and placing a painted hoof on the other mare’s shoulder.

At the sight of the red hoof something inside the bully snapped and she knocked aside her former friend’s hoof. “Tell me where Diamond Tiara is.”

“Why?” Apple Bloom asked, while leaning heavily on Silver Spoon. “Cus if your here to start trouble I would advise against it.”

Apple Bloom grit her teeth and stuck her face into her friend’s. “And who is going to stop me, a bunch of pregnant mares?”

Apple Bloom raised an eyebrow and glanced over to Sweetie Belle who sighed, took a step back and yelled at the top of her lungs. “Titanic!”

The floor rumbled, and in the distance the crowd parted, allowing a giant mountain of muscle pass through the crowd, admitting a slate grew unicorn mare roughly the size of a small mountain of weights. “Is someone bugging you?” Whispered the mare, her eyes narrowing at the sight of Scootaloo, her titanic triceps bulging as she glared down at her.

“Titanic Triceps, this is Scootaloo, she was just being a little rude.” Apple Bloom remarked with a smirk, gesturing to Scootaloo.

The pegasus gulped and took a nervous step back. “And I was just about to apologize.”

The massive pile of muscle lifted an eyebrow and glanced back and forth from Apple Bloom to Scootaloo. “Well, get on with it.”

The young pegasus ground her teeth together before turning back to her former friends. “I’m sorry.” Muttered the young mare.

“For?” Apple Bloom inquired, leaning forward expectantly.

Sweetie Belle sighed. “I think that's good enough, right Silver Spoon?”

The other mare shrugged. “I don't know, I’d feel a lot more forgiving if I had some extra money for lunch.”

Sweetie Belle rolled her eyes and nodded to the huge mare standing a few feet away. “That's all, thank you Triceps.”

“Sure thing Sweetie.” Triceps said, before suddenly blushing and leaning forward. “Do you think maybe you could put in a good word with the boss?”

“I will, don't worry.” Sweetie Belle replied, patting the muscled mare on the shoulder.

Who promptly turned and skipped away, clearly delighted by the prospect of getting into Diamond Tiara’s good graces.

Scootaloo shook her head and grit her teeth, reminding herself what had just happened, and what it meant for their friend group in particular. “Don't worry Apple Bloom, Sweetie Belle, I’ll figure this out and save you from your brain washing.” Announced the courageous bully.

The three ponies shared a confused look before erupting in laughter, leaving an increasingly angry Scootaloo to sit there and fume all by herself. “What? You three are obviously brain washed somehow, like everyone else in this crummy school!”

“Oh please, it's not some sort of spell, she's just get the best fucking dick in the school.” Silver Spoon exclaimed.

“W-what?” Scootaloo stuttered, taking a step back in shock.

“You heard her, Diamond Tiara’s got a great fucking dick.” Apple Bloom added with a surprising amount of sass.

“But your dark clothes, and Sweetie Belle’s lipstick, nevermind your, that.” Scootaloo exclaimed, pointing to the mare’s bulging midsections, and swollen stomachs.

“I always wanted to wear darker stuff, D.T just gave me a little push in the right direction.” Apple Bloom exclaimed.

“Yeah, and I was just nervous about wearing that stuff around you because I know how much you hate girly stuff.” Sweetie Belle added.

“Face it Scootles, your friends are better off without you.” Silver Spoon shot back, sneering at the other filly.

“Well that's a bit much. Also, Scootles?” Apple Bloom interjected.

Silver Spoon shrugged. “It's not great, but you gotta admit it is kind of demeaning.”

Sweetie Belle sighed, and ran a hoof down her face. “Would you two shut up already?”

“Where is Diamond Tiara?” Scootaloo demanded, her jaw set. “She has to be at the heart of this whole brain washing thing.”

Silver Spoon smirked, sharing a glance with her fellow pregnant mares. “I don't know, where do you think she is?”

Scootaloo blinked, and was about to fire back with a witty retort only to catch what sounded like a moan from nearby. The filly’s eyes narrowed, and she slowly turned towards the bathroom, her confusion growing as she realized that the moan she had heard was from a male, but not only that, one that was familiar.

“No.” Scootaloo muttered in disbelief.

The pegasus trotted towards the door in a daze, not wanting to believe what her ears were telling her. Behind her, the three pregnant mares all shared mixed expressions, the group remaining silent as they let Scootaloo find out for herself just what was going on behind the closed door.

Pushing open the heavy object, Scootaloo peeked into the bathroom and was stunned to find exactly what she feared she would.

There in the center of the floor of the bathroom was a small makeshift bed constructed out of a gym mat and several pillows and blankets. Upon which was Diamond Tiara herself, who was laying on her back, her side presented to the door, allowing Scootaloo to see the entirety of the mare, as well as the stallion currently riding her cock. A stallion who was none other than Scootaloo’s now ex coltfriend, who, though had not changed as much as Button Mash, certainly looked different.

He had grown his mane and tied it into a ponytail, held together by a pink band. Other than that he wore a small pink bracelet on his right forehoof. At first he didn't even seem to notice Scootaloo’s entrance, the colt bouncing eagerly on the thick cock wedged firmly inside him. His breathing was heavy, and his body twitched occasionally, though his pleasure was somewhat restricted by a ring on his average length cock which stopped him from orgasming. Still, that didn't stop his dick from leaking a constant stream of precum that dribbled down his length and onto Diamond Tiara’s fur.

“Oh hi Scootaloo.” Diamond Tiara greeted, the filly raising a hoof and waving at the bully as if she wasn't currently balls deep in said bully’s coltfriend at that very moment.

“Whuh?” Scootaloo muttered, her brain only half working as it was too shocked to truly process what was going on.

Sure she had heard what was happening and had a good idea what was going on, but Rumble wasn't gay, he didn't even like being on top, as the colt had told Scootaloo that it was the mare’s job. Now, here he was, riding a thick mare cock and loving it so much that he was both moaning like a whore, and dribbling like a faucet.

“What did you do?” Scootaloo demanded, taking an angry step forward.

Diamond Tiara shrugged. “Nothing really, I just propositioned him and he accepted, isn't that right Rumble?”

The colt was too far gone, his eyes were glazed over and his tongue had fallen from his mouth. His entire body seemed to move on auto pilot in the service of the pillar of mare meat currently impaling him. After staring at him for a few seconds Diamond Tiara shrugged again. “Sorry about that, Rumble seems to get pretty in the zone as it were. Isn't that right my little slut?”

“Yes, mistress.” Rumble droned.

“Your not going to get away with this.” Scootaloo declared. “I’m going to figure out how you’ve done this and give everypony their brains back!”

Diamond Tiara rolled her eyes and tucked her forehooves behind her head, relaxing as Rumble continued to ride her cock. “Good luck, have fun spinning your wheels.” She remarked dismissively before turning her attention back to the colt currently bouncing on her crotch.

Scootaloo ground her teeth together, temporarily paralyzed by indecision as she stared from her ex colt friend to Diamond Tiara and back again. With an angry huff, she decided it wasn't worth tangling with that giant muscle pony and turned to leave, pushing past the door and angrily stomping past the looks of her former friends, and Silver Spoon.

“What's that? Not going to join in for our mid morning orgy?” Silver Spoon yelled after her.

Scootaloo’s jaw grit tighter and she ignored the taunt entirely, roughly shoving her way through the small crowd that still lingered and making her way downstairs.

Leaving three mares to shrug and peek their heads into the bathroom where Diamond Tiara was enjoying a nice relaxing ride. “Hey sugar, was that part of the plan or am I missing something?” Apple Bloom inquired.

Silver Spoon rolled her eyes and clopped a hoof upside the filly’s head. “Of course that's part of the plan, don't you remember.”

“Not Silver, she was currently deep throating my cock when you were talking about the plan.” Diamond Tiara admonished, making the older filly blush and rub the back of her neck.

“Err sorry about that Apple Bloom.” Silver Spoon apologized.

“So what does Scootaloo running off have to do with the plan?” Sweetie Belle asked, cocking her head.

“We know exactly where she's going, meaning we know exactly what do once she gets there.” Diamond Tiara explained.

“Ooh, now I get it.” Apple Bloom muttered.

“You don't get it do you?” Silver Spoon dead panned.

“Not a clue.” Apple Bloom admitted.

DIamond Tiara rolled her eyes. “Girls please, I’m trying to relax a little before class, can we please talk about this later? I’m sure Silver Spoon can fill you in during the meantime.”

Apple Bloom and Sweetie Belle both winced. “Sorry Diamond.” They said in unison.

“Don't worry about it, just give us a little privacy for a few more minutes.” Diamond Tiara commanded, her attention returning to Rumble, who had slowed somewhat.

“Right, sorry Diamond Tiara.” Silver Spoon muttered before grabbing the two other mares and yanking them back out of the bathroom by the scruff of their neck.

“Now than, where were we?” Diamond Tiara muttered, looking up to a still distant Rumble. “Oh right, I was going to let you cum, wasn't I?”

“Yes mistress.” Rumble droned.

Diamond Tiara rolled her eyes and cuffed the colt upside the head. “And cut it out with the yes mistress crap, I indulged your weird fetishes enough today.”

Rumble shook his head vigorously. “Err sorry Diamond, but you know how much I space out when getting a good pounding.”

“I know, but I want you aware and a part of the fun, besides, I’m going to cum pretty soon and I want you to work my cock good and hard.” Diamond Tiara commanded. “Oh and make sure to beg for it, I want to hear that girly voice that you've been practicing.”

The colt blushed profusely. “You mean like this?” He offered, his voice having risen several octaves, to the point that he no longer even sounded like a colt at all.

“Wow, you are nailing that voice thing.” Diamond Tiara complemented. “You got the cadence and everything down pat.”

Rumble blushed even harder, the colt’s hips having stopped moving as he was overcome with emotion. “Err thanks Diamond, I’ve been working real hard on my slutty voice.”

“Well I think it's adorable.” Diamond Tiara whispered, pulling the colt in close and planting a kiss on his lips. “Ready?”

“Always.” Rumble replied confidently.

And like that, the colt was off to the races, his hips moving instinctively in a manner that Diamond Tiara would both physically enjoy, as well as like the look of. The sashay of his hips, the way he tossed his head back and moaned aloud, it was in service of the futa filly and her enormous cock. This desire to please was exemplified in his every movement, the colt shaking his hips, moaning, shifting and squeezing in all the ways Diamond Tiara liked.

Which wasn't to say he didn't enjoy himself immensely, as the colt had learned to relish the sheer debauchery that he now regularly engaged in. One part of it was the physical aspect of it, the way his hole was spread wide by the thick mare cock, his body having been stretched and shaped to better pleasure the enormous pillar of mare meat. The other half of it was the psychological thrill of pretending to be this hyper feminine version of himself. A version that was becoming more and more real each time they fucked, to the point that Rumble found himself using his slut voice in class and on the school yard.

None of that mattered right now though, as he had a job to do, and a mare to please, and Diamond Tiara was not someone that you ignored for long. She may be forgiving, and even kind, but Rumble knew well how bad it felt to see the mare’s disappointed expression pointed at him, and that was something he could never forgive himself for.

Raising his hips high into the air, the colt used the surprising amount of flexibility to pull nearly the entire way off Diamond Tiara’s cock before throwing himself bodily backwards and impaling himself once more on her shaft. This long, deep thrusts were incredibly physically demanding, as Diamond Tiara’s cock was truly enormous, and made it difficult to bounce like that on without proper pre fuck stretching. Something Rumble always made sure to do, as no effort was too much to make sure that the queen of the school was able to enjoy herself as much as possible.

The colt groaned, his hips beginning to ache as the minutes passed by. Thankfully he had managed to work up to a good, steady pace, the sound of his balls slapping against her lower stomach becoming near constant. Her balls were massive, and every time their hips met, Rumble could feel them press against his ass, reminding him that she was the alpha male here, and that he was little more than another mare that came begging for dick.

He groaned aloud, making sure that even his moans and the sound of his lust was several octaves higher, the colt knowing well just how much DIamond Tiara enjoyed hearing her sluts enjoy themselves. His hooves pressed against the makeshift bed, the colt having long since learned how to make use of the relatively little support it gave him while still pleasuring the mare’s cock to perfection.

Something he did by squeezing with his internal muscles, his ass milking her cock for all it was worth, the colt desperate to eek out another orgasm from the futa filly before the bell rang and they had to end their session there. Feeling another twitch come from Diamond Tiara’s cock, Rumble looked down and noticed that his partner now sported a massive smile. This combined meant that she was coming close, and he needed to do one last thing to get the cum he so craved.

“OH Diamond Tiara I’m so close, can I please take off the ring?” Rumble begged, making sure to use his slut voice while still grinding his hips against the filly’s crotch.

The effect of having her cock buried to the hilt in Rumble’s tight yet welcoming ass, while he grinded hard against her crotch was a pleasant one and Diamond Tiara smiled a little wider. “Well you have been doing such a good job over the last month…”

“I’ve been working so hard to please you my mistress, please let me cum.” Rumble begged, his lip quivering as he stared down into Diamond Tiara’s eyes.

The filly smirked, while running a hoof down the quivering colt’s side. “Have you been making sure to use your hole every single day?”

Rumble nodded eagerly, his hips continuing to grind away as he spoke. “Absolutely mistress Diamond, I fuck the toy you gave me every single day for an hour.”

“ANd have you been keeping the ring on at all times?” Diamond Tiara asked, lifting an eyebrow.

“Yes mistress!” Rumble replied eagerly.

“As well as practice all your stretches?” Diamond Tiara continued, driving her question home with a sharp thrust of her hips.

The colt stifled a moan by biting his lip, while nodding his head eagerly.

“So long as you make sure not to get my coat messy with your cum, than I supposed I can let you finish this one time.” Diamond Tiara concluded.

“I won't let you down!” Rumble declared.

“See to it that you do not.” Diamond Tiara replied only semi seriously.

Reaching down, Diamond Tiara pressed a hidden button on the cock ring, making it split in half and release the colt’s cock. Acting quickly, Rumble grabbed the ring and placed it on the ground next to the makeshift bed before grabbing an average sized condom and wrapping it around his cock.

With that done, Rumble gripped the bed in both hooves before giving his butt a little wiggle and making sure Diamond Tiara’s cock was as deep as possible, before smiling contently. “Ready?” He asked.

“Ready.” Diamond Tiara grunted.

With that same giant smile pressed firmly into his features, Rumble shifted his hips forward before slamming himself back down against the filly’s crotch. He continued this same movement over and over, the colt imapling himself repeatedly on the futa filly’s dick. His speed wasn't truly remarkable, as Rumble was held back by his own less than stellar physique, nor was his skill particularly exceptional. Yet Rumble was still managing to get the usually quiet filly to moan aloud, his hips moving with such sheer desperation that he was managing a feat most could not.

Diamond Tiara moaned long and hard, thrilled by the way Rumble slammed himself against her crotch over and over. His ass clenched tightly around her shaft, the colt’s hole expertly able to milk the futa mare’s cock in a way few else could.

In moments, Diamond Tiara felt the orgasm that had begun to slip into the back of her perception rocket to the forefront of her thoughts. The filly felt for a moment that she should participate a little more directly, by maybe grabbing the colt’s hips or thrusting back, only to remember the fact that he enjoyed being used. Putting that thought out of her mind, Diamond Tiara focused on enjoying herself and relaxing as much as possible before she got back to class, and had to focus once more.

Time flew by quickly, with Rumble eager to milk the cum from Diamond Tiara’s cock and doing everything he could to reach such a conclusion. The colt himself bit his lip tight, his moans coming out as little more than half hearted whimpers that Diamond Tiara could hardly hear. His cock twitched and jumped each time their hips connected, and the futa filly’s cock plowed as deep as possible into his plump posterior.

His flanks jiggled, with every tiny movement, the colt’s form having grown more and more feminine the more he fucked Diamond Tiara’s massive erection. Together the two pony’s half whispered moans joined the soft plap of Rumble’s plump ass and purt balls slapping into Diamond Tiara’s body, droning out any sound from outside.

In that moment, in that instant there was only each other, and to Rumble, there wasn't even that, for their was only DIamond Tiara’s cock. It was all that mattered, all that he cared about, and all that he craved. With a pace that bordered on feverish, the colt slammed himself against her, desperate to feel every inch of mare cock inside his needy hole.

His tight, well trained internal muscles squeezed down on her cock, expertly working her shaft in order to give her that much more pleasure and bring him that much closer to his goal of being filled with seed. A twitch was all it took for Rumble to know that her orgasm wasn't too far away, the futa filly telegraphing very subtly that he was about to get what he wanted. Which was good news for the colt, as he was currently desperately holding of his own orgasm, not wanting to cum before Diamond Tiara had.

Not only would it have been disrespectful, but it would also obscure his ability to milk her cock properly, and that was not something that Rumble would allow. He would give her all the pleasure she deserved and then some, the colt bound and determined to earn himself more time spent with the filly’s cock buried deep in his slutty hole.

His pace quickened, his hole squeezed tighter, his moans rising to a fever pitch as his own orgasm and Diamond Tiara’s was nearly there.

Wanting to add that last bit of pleasure Rumble let loose a high pitched moan of pleasure, followed by whimpering Diamond Tiara’s name over and over.

The combination of hearing his high pitched voice and the way he uttered her name over and over was too much for the young filly and she reached forward and gripped his hips before slamming herself inside him with all the force he could muster. The act of having her cock buried utterly into the colt’s tight hole was pleasurable, but far more pleasurable was the high pitched cry of pleasure he gave when Rumble felt his prostate get nearly crushed beneath the powerful thrust.

His tongue fell from his mouth and his entire body began to twitch as he felt seed begin to erupt inside him. His own orgasm was meagre in comparison, his leaky cock having finally twitched its last before filling the condom with his weak, watery cum. Throughout the filly’s entire orgasm Rumble maked sure to keep his back arched and his hips pressed firmly against Diamond Tiara’s not wanting to miss out on even a single drop of her perfect cum.

His efforts were rewarded with a belly that swelled exponentially with seed, his taut stomach stretching and distending as it was forced to take more cum than what should be possible. He had practiced though, and numerous enemas, both traditional, and given to him in the form of having his insides flooded with Diamond Tiara’s thick cum had given Rumble the ability to hold it all with little discomfort.

An ability that was put to the test as the colt’s stomach continued to grow and grow until he winced as he felt himself stretched to a greater amount than ever before.

Seconds slowly ticked by, the colt’s own orgasm having petered off long ago, with Diamond Tiara only beginning to slow after several consecutive minutes of orgasming.

His chest heaving with exertion, Rumble looked down in shock, silently amazed that she had both produced so much, and that he had been able to take it all. It was clear even at a glance that it was more than normal, the colt’s cock obscured by his now quite large belly.

Every slight movement seemed to make his stomach slosh with cum, and the colt marveled at the sight that beheld him. His own hoof gently rubbed the taut flesh, baffled by his own apparent skill. “Woah.” He muttered, the colt feeling the last few spurts of cum joining the veritable ocean now swimming inside him.

Diamond Tiara herself seemed exhausted for a moment, the filly laying on her back, hooves splayed in all direction as she breathed harder than even Rumble did.

“What was the occasion?” Rumble asked.

Diamond Tiara chuckled and shook her head. “Oh nothing, I was just thinking of making a new friend.”

Rumble lifted an eyebrow before thinking back to the brief moment Diamond Tiara had shared with Scootaloo. The underlying intention that Diamond Tiara was going to seduce the headstrong filly was a pleasant one to Rumble, and he hoped against hope that by seducing her, that he would be able to be friends with her again as well.

He sighed, and reached towards the butt plug laying a few feet away, only to stop when he realized his belly was now in the way. “Err, a little help?” He asked.

Diamond Tiara chuckled and handed him the butt plug, the filly watching closely as Rumble slipped up her length, the colt’s eyes screwed tight as he focused on not spilling a drop. With precision that bordered on the masterful, Rumble slipped off the last inch of Diamond Tiara’s cock and swiftly rammed the butt plug into his hole, burying the plastic length inside him and stopping so much as a single drop from escaping.

“Whew, that was close.” Muttered the stallion as he stepped away from his lover.

“I’ll say, your going to have to teach that one to Sweetie Belle, as no matter how many times she does it, she always makes a mess.” Diamond Tiara chuckled, only to motion towards the condom still hanging from the colt’s cock. “Make sure you drink it all.”

Rumble nodded, gripped the condom, pulled it off his cock before pressing the hole against his lips and tipping it back. Drinking down his weak and watery load was unpleasant compared to Diamond Tiara’s thick and tasty seed, but it was her will, and he would not complain. With that done, he swallowed heavily before tossing the condom into a garbage can.

Diamond Tiara stood on shaky hooves, giving each of her limbs a firm shake in order to return strength to them. “Ready?”

Rumble nodded, blushing slightly as the filly held open the door for him. “Ready.”

As if on cue, the bell rang, signalling the resumption of the school day, and another step closer to Diamond Tiara’s final victory.

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Chapter 5

Scootaloo paced back and forth, barely glancing out of the small club house windows and to the orchard beyond. Her attention was so fixated on what she was thinking about that she didn't even seem to see the posters and other things that littered the walls of her little get away. Wind whipped through the small tree house, unnoticed by the mare as she continued to pace.

There was only the sharp clack of hooves on wood, going back and forth as her own ideas seemed to run a similar course. No matter what she thought of, her brain seemed to go back to the events she had heard of, and sen transpire at school. When that happened, she couldn't help but try and concoct an idea that would fix things, but in the end there was no cure all, no plan or singular thing that could truly bring about the old status quo.

“Think Scootaloo, think.” She muttered to herself, her mind concocting another hair brained idea that had about as much chance of working as the last one did.

With a deep, resounding sigh, the mare stopped at the end of the club house and placed her head against the wall. Tears threatened to gather at the edge of her vision, and only the use of all of the filly’s will did they dissipate, having been banished by a vigorous shaking of her head.

“There has to be a way to get them back.” Scootaloo remarked confidently. “There has to be.”

Turning back around, Scootaloo continued pacing, her mind going through the laundry list of things that happened. Diamond Tiara fucked just about everyone, and knocked up about half the girls in school, while also fucking about half the dudes, all while somehow making them subservient to her. But how? Scootaloo knew her dick was long, thick, and seemed to exude an unspoken promise of pleasure the likes of which no mortal had ever concieved but-

Scootaloo slapped herself hard across the face, trying to stop her brain from following that particular idea too far. With a growl building in her throat Scootaloo put her mind to task once more, thinking only of a way to get her friends back.

The direct method was out, as she doubted that her friends would appreciate it if Scootaloo roughed up the father of their foals. Thinking about that particular fact for long made Scootaloo feel strange, and unpleasant, so she refocused on the task at hand.

The indirect method was tantalizing, but Scootaloo had never been good with spinning rumours, or turning ponies against one another. It also left a bad taste in the filly’s mouth just to think of, nevermind do, and so, it was out, like all the other plans she made over the last several hours.

“Augh, this is pointless.” Groaned the filly, who fell to the ground, her head in her hooves.

She cursed her vile parents not for the first time, though this time it was not because they were terrible people who had tried to steal her away from her aunts. She cursed them for having tried just after Diamond Tiara had begun to move in on her friends, meaning Scootaloo couldn't be there when they needed her the most.

Settling in on the ground, Scootaloo sighed once more, the filly running a hoof down her face and drawing forth another groan of exasperation. She felt well and truly beat, and with such dour thoughts in mind, could not help but consider the possibility of simply giving in. Diamond Tiara’s friends seemed to love her, enjoy her company, and accept just about everyone, what truly was the harm in that?

Scootaloo didn't even have the mental will left to truly dismiss such a notion out of hand, and instead lay there in defeat, pondering the possibilities that giving in gave her. She would be able to have her friends back, and at the same time become Diamond Tiara’s friend. Something that Scootaloo had never desired until she had seen what the young blank flank had done to her school.

Even that thought couldn't illicit a response from the filly and she continued to lay there, confused and oddly aroused.

That was until she heard the distinct sound of hooves meeting wooden planks just outside the club house door. Looking up, Scootaloo’s ears turned to face the door, and finding that there were several sets of hooves coming closer. They didn't speak, but they didn't have to, as Scootaloo knew well who was coming before they had a chance to even reach the door.

All the young pegasus could do was pick herself off the ground and try to put on a more confrontational expression, lest her ex friends find out just how truly low she had been mere moments ago. Breathing deeply, Scootaloo set her shoulders wide apart, and gave her wings a short flap fluffing them a little as she pushed out her chest.

The hooves came to a stop, and a knock resounded throughout the club house.

For a moment Scootaloo considered just pretending like she wasn't here, or even leaping out the window and disappearing into the orchard on her scooter. That urge only lasted a single moment though, and after one last sigh, she spoke. “Come in!”

The door opened to reveal a hesitantly grinning Sweetie Belle who waved. “Uh, hi Scootaloo. Can we come in?”

Glancing over the pregnant mare’s shoulder revealed Apple Bloom, Silver Spoon and Diamond Tiara, in that order. A single look at their faces told Scootaloo that they werent here for a friendly chat, and the increasingly nervous shifting from Sweetie Belle only served to further drive that home. “Yeah sure.” Muttered Scootaloo, who gestured to the rest of the room, inviting the troop in.

“Thanks.” Sweetie Belle remarked before walking inside and plopping down on an open pillow.

Apple Bloom smiled mischievously at her old friend. “Nice of you to invite us into a club house built on mah family’s land.”

Scootaloo rolled her eyes. “Yeah whatever.”

The farm filly trotted next to Sweetie Belle and laid down on another pillow, all the while looking like she was holding in a giggle that threatened to spill past her lips at a moment’s notice.

Silver Spoon was next, and other than a slight glare, said nothing before giving Scootaloo a slight nod, the older mare taking the last of the remaining pillows and sighing constantly.

Last was Diamond Tiara, and for the first since she had returned to Ponyville, Scootaloo saw a different side of the mare. For a second, her confidence seemed to wane, and the mask cracked, revealing a nervous, and slightly scared filly just beneath. A filly, Scootaloo had relentlessly teased for years.

Scootaloo gulped down the guilt that threatened to build in her throat, and extended her hoof. “Hey Diamond Tiara.” Greeted the ex bully.

The three pregnant mares stared intently at the exchange, as if waiting for what Diamond tiara would do.

Diamond Tiara herself gulped down her own guilt and anxiety before clopping her hoof against Scootaloo's. “H-hey Scootaloo.”

And just like that, the tension seemed to evaporate, with Silver Spoon sitting fully in her spot, rather than half standing, as if ready to intervene at a moment’s notice.

Diamond Tiara looked around, noticed there were no other pillows and was about to sit down before Apple Bloom stood suddenly. “You can have my pillow. If you want.”

Diamond Tiara shook her head. “No, you need it more than me.”

Apple Bloom frowned, and seemed to think it over before reluctantly sitting back down. “If you say so…”

Scootaloo raised an eyebrow at the strangely subservient behavior, but found that she couldn't really muster the energy to be worried, as Diamond Tiara seemed oddly magnanimous. More so than Scootaloo had ever been, that much was certain.

“So, uh, how's it going?” Diamond Tiara asked, the filly awkwardly pressing her hooves together as she looked away, unable to meet Scootaloo’s gaze.

The ex bully seemed just as wary, and awkwardly shifted around, pretending to find a better spot on the floor in order to hide the awkwardness she felt clinging to her. “Not bad.” Scootaloo muttered weakly.

For a few seconds silence reigned supreme, only for an irritated Silver Spoon to suddenly groan aloud. “Come on, don't tell me we are just going to sit here awkwardly all day.”

Apple Bloom shrugged. “I got all day, plus you must admit this is rather funny.”

“I don't get what's so funny about getting stuck in a weird situation…” Sweetie Belle muttered.

Diamond Tiara sighed. “I’m sorry.”

Scootaloo cocked her head. “Why are you sorry?”

“You have nothing to be sorry about.” Declared Silver Spoon.

“I do. I may have been rather forcefull in my desires, though never violently so or anything like that.” Diamond Tiara muttered, quickly backpedaling. “I just really wanted to have friends.”

Scootaloo folded her hooves over her chest, and sighed. “Well you could have just asked, instead of brainwashing the whole school and knocking up everybody.”

Diamond Tiara’s already crestfallen features fell further, her ears drooping as she looked down at the ground. “I know how it looks but you have to believe me that this wasn't part of the plan.”

Silver Spoon snorted. “It was so part of the plan.”

“Silver Spoon would you be quiet?” Hissed Sweetie Belle.

Apple Bloom shrugged. “Part of the plan or not, its what happened and all we can do at this point is deal with it.”

“As always, your bluntness is appreciated, but ultimately unhelpful.” Sweetie Belle pointed out.

“Actually I think that's quite apt.” Diamond Tiara interrupted, making Apple Bloom stick her tongue out at Sweetie Belle, who in turn rolled her eyes.

“So, what now?” Scootaloo asked suddenly.

“I don't know, to be honest.” Remarked Diamond Tiara. “I’d like us to be friends so things could go back to a sort of normal.”

Silver Spoon nodded along. “That would be nice, but I’d still like to see what she would look when she cums.”

Apple Bloom chuckled. “She screams like crazy.”

Scootaloo blanched. “How do you know what I sound like?”

The farm filly shrugged. “You snuck into the club house to masterbate one time I had the window open.”

The pegasus gaped silently before slamming her mouth shut. “Tell, no one.”

Sweetie Belle blinked. “So that was a thing.”

“Wait, where were we again?” Diamond Tiara interrupted.

“We were talking about the weird noises Scootaloo makes when she finishes.” Silver Spoon remarked, sharing a hoof bump with Apple Bloom.

Scootaloo stood suddenly, stomping to get everyone’s attention. “We were talking about the fact that you brainwashed and impregnated just about everyone, nevermind the fact that you fucked my colt friend.”

Diamond Tiara blanched at that and rubbed the back of her neck awkwardly. “I don't supposed that makes us even after the years of bullying?”

Scootaloo’s anger suddenly left her, and the filly sank back to the ground. “I guess it does. Plus he does kinda look good in mare’s clothes.”

Silver Spoon snickered to herself. “I knew you were into it.”

Scootaloo crossed her hooves over her chest and huffed, her blush only slightly taking away from her attempt at indignance. “I don't know what your talking about.”

“Anyway.” Diamond Tiara interrupted again, shooting Silver Spoon a brief glare. “Does that mean we are good?”

Pressing a hoof against her forehead, Scootaloo sighed deeply before nodding her head. “Look, all I know is that I need my friends back.” The pegasus raised a hoof, cutting off Sweetie Belle’s comment before it could even be uttered. “I know its not as black and white as that, so just let me finish.” Sweetie Belle frowned, but stayed silent. “Thank you.”

Standing up, Scootaloo slowly began to trot over to Diamond Tiara. “I am sorry for acting the way I did, my parents… suck, and moving in with my aunts is nice, but still caused me issues. I realize now that you, and a few others, were my outlet.”

Diamond Tiara smiled sadly, and nodded her head. “I kind of figured that out after we found out about the court case. I am so sorry that happened to you Scootaloo.”

“T-thanks.” Scootaloo shook her and stopped just before the other filly. “I just want to say that I would do anything to get my friends back.”

“You know nothing is holding us back from being friends now.” Apple Bloom remarked, turning to Diamond Tiara. “Right?”

“Absolutely.” Diamond Tiara declared.

“We just really like her cock is all, so don't expect that to change.” Silver Spoon added.

“Err yeah.” Sweetie Belle murmured, one hoof going to her stomach. “I hope you can understand if that part doesn't change, as I don't think I can go back.”

“Fuck no.” Apple Bloom declared.

Scootaloo shook her head slowly and looked at her friends closely, studying their expressions. “She really is that good?”

Sweetie Belle nearly shuddered as she thought about it, the filly running a hand down chest. “She is the best.”

Apple Bloom nodded eagerly. “The second you feel her all the way inside you, filling your body so completely that your not even sure if you can breathe anymore, you realize you could never live without her.”

Diamond Tiara’s already blushing face continued to become redder and redder until her features resembled that of a tomato, rather than a pony. “I d-don't know about that.”

“It doesn't even have to get that far.” Silver Spoon remarked with a smirk. “The second you feel the massive head of her cock slide inside you, it's like you’ve become another pony entirely.”

Scootaloo found her gaze lingering on Diamond Tiara, and the awkward way she seemed to shift around on the floor, clearly adjusting for her hardening cock. “Well, I wouldn't be opposed to maybe trying it.” She blushed, and slowly took a step back. “That is, if you wouldn't mind.”

Diamond Tiara looked up at her for several seconds before slowly smiling. “I don't know, It is pretty big, and I don't think you could take it all.”

Scootaloo stood there a moment before, her confusion slowly being replaced by a wide, almost competitive smile. “Oh really? I think you underestimate me.”

“If anything your overestimating yourself.” Diamond Tiara shot back.

“As if.” Scootaloo scoffed, the pegasus’ smile growing more genuine by the second.

With a smirk on her face, Diamond Tiara stood suddenly. “Why don't you see for yourself than?”

Scootaloo gulped, the scent of a needy stallion hitting her nose the second Diamond Tiara stood up. Something that the rest of the mares in the room seemed to notice as well, their faces becoming beat red as they tasted the filly’s musk and stared intently at something beneath her barrel.

Taking a step back, Scootaloo leaned to the right, prompting Diamond Tiara to lift a leg and give the other filly a better look at the source of the heady aroma that now filled the club house. Upon laying eyes on the filly’s massive member, Scootaloo’s jaw nearly fell open, the mare wondering just how she had managed to forget just how truly massive it was.

Sure she had seen it before, but it must have been at half mast or something, as it was clearly larger, thicker, and more veiny than before. A small part of Scootaloo began to wonder if it had actually grown larger, or if the pegasus had somehow managed to turn the filly on in some way. With a smirk slowly spreading across her face, Scootaloo contemplated that exact possibility a moment before stepping forward and gesturing towards the filly’s cock.

“I think I can take it, though I have a question first.” Scootaloo whispered huskily, taking a step closer to the other mare and closing distance between them.

“Oh? What do you want to know? Because if your curious, its twelve inches long, and four across.” Stated Diamond Tiara, a hint of pride worming into her tone.

“I-.” Scootaloo paused as she really thought about that, the filly mental imagining just how far up her stomach the thing would go. “Good to ask, but that's not what I wanted to know.”

“Than what?” Sweetie Belle piped up suddenly, only to earn her several harsh glares, making the filly wince. “S-sorry.”

Diamond Tiara rolled her eyes and huffed silently. “Anyway… What were you going to say?”

Scootaloo chuckled at her friend’s antics, unbothered by the little interruption. The filly took a step even closer, her cheek caressing the other filly’s, her lips nearing Diamond Tiara’s ears. “I wanted to know.” She whispered. “Do I get you hard?”

Diamond Tiara’s face nearly lit up again, but despite her urge to turn as red as a tomato, she fought back and set her jaw before putting her own lips near Scootaloo’s ear. “As a rock.”

Pulling back, Scootaloo and Diamond Tiara shared a perverted smile. “I guess there is going to be only one way to find out if I can take than, huh?”

“I guess so.” Diamond Tiara muttered back, the filly only able to muster half the courage Scootaloo seemed to have.

They remained there for several long seconds, both filly’s staring into one another’s eyes. From the sidelines, the other three mares all looked on in varied states of confusion and anticipation. Sweetie Belle seemed the most eager, but also the most nervous, the filly wondering if they would go at it, or if Scootaloo was merely playing another joke of hers. Apple Bloom was easily the least worried, as the filly could already smell just how much Scootaloo wanted it, the only question left in her mind being just who would move first. A move Silver Spoon was confident would come from Diamond Tiara, right up until Scootaloo suddenly launched herself forward and tackled the futa filly to the floor.

Once more Diamond Tiara found herself bowled over and planted firmly against the ground. Yet despite this no doubt violent action, Diamond Tiara herself didn't feel worried one iota, the mare knowing well the look of lust and unbridled desire she had seen on Scootaloo's face mere moments before she knocked her to the ground. THeir lips pressed together before Diamond Tiara even figured out which way was up, the former bully pulling her into a tight embrace.

Silver Spoon relaxed when she noticed what was happening, the pregnant mare sighing and falling back to her pillow. Apple Bloom and Sweetie Belle merely smiled knowingly at one another, having guessed what the ever aggressive Scootaloo would do a second before she did it.

Diamond Tiara felt herself be pressed firmly against the ground, a hoof on her shoulder, and a weight pressing against her body. A weight that didn't seem to mind the fact that it was currently squishing the futa filly’s cock between them, sandwiching her dick between the mare’s coats and drawing forth a small moan of pleasure.

Not only did Scootaloo not mind, that had been part of her plan, and the dominant filly pressed herself tight against Diamond Tiara’s body, grinding her chest and torso against the futa cock that even now pulsed eagerly, needfully against her. Scootaloo could barely contain herself, her lust burning hot in her chest as she continued to make out with the other filly, the titanic dick driving her deeper and deeper into a pit of desire the likes of which she wasn't sure she would ever escape from.

Though now that she thought about it, Scootaloo wasn't sure if she would even want to escape from such a pit. Even now she felt her body begin to crave Diamond Tiara in a way she hadn't experienced before.

This was it, the moment she had been fearing, she had committed to fucking the other filly, but could she truly go through with it. Her tongue worked its way into Diamond Tiara’s mouth, Scootaloo’s body grinding against the filly’s cock even as she contemplated what she was going to do. Things had moved so quickly, and with such an intensity that Scootaloo hadn't had a good opportunity to truly sit back and think things through.

But, she was never the type to sit and think while their was decisions to be made. The young pegasus knew that she should, for once, sit back and really consider this. After all Diamond Tiara’s cock apparently had hypnotic powers, nevermind the fact that Scootaloo might end up getting knocked up. She had never really wanted foals of her own before, she was young, and had her whole life ahead of her after all.

With all this consideration weighing down on her, Scootaloo knew that a logical pony would take a step back, and if not say no, at least give it time. It had been less than twenty four hours since she got home, and found out that her friends and most of the school had been knocked up by Diamond Tiara. A pony she hadn't assumed had the determination to even approach someone never mind actually have sex with them.

All that logic, reasoning, and well thought ideas would have swayed Sweetie Belle and probably even Apple Bloom, but Scootaloo was different, and with a shrug of her shoulders, she utterly brushed aside those thoughts. The pegasus did nothing in half measures, and unlike her friends, she almost never doubted herself. If she was going to fuck this filly, than she was going to fuck her without reservation or second thought.

Pushing Diamond Tiara against the ground, Scootaloo mashed their lips together, forcing the filly to the floor and making sure she remained under Scootaloo's control for as long as she desired it. Diamond Tiara herself smiled through the kiss, feeling the small bit of resistance and second thought bleed from her newest partner as their kiss became twice as intense as it had been only a moment ago.

The futa filly’s hooves run up Scootaloo’s side, exploring the pegasus’ surprisingly well muscled body. Diamond Tiara couldn't help but grin even as her head was forced back against the ground, Scootaloo’s tongue wrestling against her own. The pegasus felt unlike both of her friends, her body being sleek, and muscled while lacking the bulk that Apple Bloom’s had. Even pregnancy had done little to take away from the sheer density that Apple Bloom seemed to have, the earth pony’s new pounds not diminishing her physique one iota.

Sweetie Belle had put on the most weight the fastest, all of which seemed to go either to her hips or breasts. This in turn made her appear the most motherly, something clearly represented in her shifting personality, as the unicorn had grown intensely defensive of her larger body and bulging stomach. Silver Spoon was taller, and thinner, the older mare being fit without really having strength like Apple Bloom or Scootaloo. Her body had changed the least, the filly keeping off most of the extra weight while not adding muscle.

Diamond Tiara couldn't help but wonder how the changes would affect Scootaloo. Though now that she thought about it, Diamond Tiara realized just how different and unique all of her close partners would, and the futa filly found herself looking forward to further exploring Scootaloo’s body in a more one on one type of session.

For now, Diamond Tiara was alright with her friends watching, as she knew that she might need the help to rise to Scootaloo’s challenge.

Running her hooves down Scootaloo’s sides, DIamond Tiara allowed herself to be held down, the filly instead focusing her attention on teasing the other mare as much as possible. Small thrusts of her hips made Diamond Tiara’s cock press against Scootaloo’s chest and leave a smearing of pre behind. Squeezing the other filly’s flanks drew forth a tiny, almost imperceptible moan of pleasure, signalling that Scootaloo might enjoy things a little rougher than most.

The young pegasus focused her own attention on Diamond Tiara’s cock and mouth, her body squeezing Diamond’s rock hard dick while Scootaloo dominated her partner’s mouth. Occasionally she would pull back slightly, plant a small kiss on Diamond Tiara’s lips and move down to her neck, nipping at the other mare’s neck. At first Diamond Tiara didn't know how to feel about this, but the more Scootaloo did it, the more the futa filly began to enjoy it, the mare even moaning when she felt Scootaloo's teeth clamp down on the nape of her neck.

The two went back and forth, each trying to egg the other on in an effort to convince them to go further, and be the one to take things to the next level. Both ponies had accepted that it was going to happen, as they could feel each other’s desire in a way they couldn't quite explain. Yet they also didn't want to be the one to outright say what they wanted, the tug of war continuing to rage on while the other three mares watched.

At first they had been excited by what they saw, with Silver Spoon eagerly beginning to touch herself as she watched the two filly’s aggressively make out. Apple Bloom and Sweetie Belle followed her lead shortly thereafter, with the two filly’s glancing at one another before slipping their hooves between each other’s legs. That excitement lasted quite a while, but as the minutes continued to pass them by, and they refused to go further, they collectively began to wonder what was holding them back.

Scootaloo was dripping wet, even a single sniff of the sex filled air could tell anyone that, yet she didn't take things further. Diamond Tiara was hard, painfully so by the looks of it, and the futa filly left a copious amount of pre all over Scootaloo’s chest. Despite all that, neither seemed eager to move further, and to take the plunge that would initiate Scootaloo into their strange relationship.

The pair even went so far as to shoot each other longing looks and sultry expressions in an attempt to egg one another on.

This continued, until the three watchers nearly interrupted, the pregnant filly’s growing bored with the contest of wills on display before them. That was until, Diamond Tiara broke away from the kiss rather suddenly, pushing Scootaloo back a little.

“Are you going to fuck me or what?” Groaned the futa filly.

“That depends.” Scootaloo smirked. “Are you asking me to?”

Diamond Tiara grit her teeth, her eyes narrowing as she considered the question. After a long, tense moment of silence she sighed. “I guess I am.”

Apple Bloom and Sweetie Belle snickered to themselves, having seen this coming from a mile away, while Silver Spoon grumbled, not liking the turn of events one bit.

Scootaloo chuckled and gave the well endowed filly one last kiss before pulling back. “If you insist.” She replied.

Gripping the mare’s cock, Scootaloo stood up, and dragged it across her stomach, crotch and small breasts, drawing another soft moan from Diamond Tiara’s lips. Her smirk still plastered to her face, Scootaloo continued to move it down until it was positioned just outside of her dripping wet pussy. “Are you sure you want it?” Scootaloo asked. “Because I don't know if you can handle me.”

Diamond Tiara rolled her eyes. “I’ve had way more sex than you, I think I can handle it.”

“But you havent had me before.” Scootaloo shot back. “And I’m ten times the mare anyone else is, right girls?”

Apple Bloom and Sweetie Belle nodded eagerly, with Apple Bloom snickering to herself.

The futa filly was anything but impressed, but her self esteem had already taken a beating after being the first to cave, so the damage was already done in her mind. “There’s only one way to find out.”

“You know your actually pretty cute when your not trying to act all tough.” Scootaloo pointed out.

Diamond Tiara grumbled, the filly trying to banish the blush that colored her cheeks and being completely incapable of such a task. “I am not.” She said, while pouting adorably.

“She totally is.” Silver Spoon added.

“Agreed.” Stated Apple Bloom, who nodded approvingly.

Diamond Tiara grumbled before turning away, trying to ignore the teasing coming from her lovers.

On top of her, Scootaloo had apparently finished all of her teasing, as she pressed herself back against Diamond Tiara’s cock, bringing her partner’s attention back to what was happening right in front of them. “Well than, I guess we should get this show on the road.”

Before Diamond Tiara even had a chance to turn her head Scootaloo threw herself back against Diamond’s massive cock, impaling herself on it in a single titanic thrust. Up until that moment Diamond Tiara was rather confident in the fact that she had seen just about everything, which made sense when you took into account the sheer number of ponies she had bedded over the past several months. That was until she felt her cock slide all the way into Scootaloo’s pussy in a single fluid motion.

Her jaw hung open and she looked up at Scootaloo with a mixture of confusion and awe. Sure the young pegasus looked like she had strained herself, her face drawn as she mentally pushed down a small bit of pain that came from the act, but the fact that she was able to resist it at all was something that impressed Diamond immensely. A sentiment that was very readily shared by the other three mares that watched from the sidelines, who all looked on in wonder.

Than, Scootaloo’s hips moved, and everyone seemed to emerge from the trance, with Silver Spoon furiously mashing her clit as the other two pregnant mares began to get each other off. Diamond Tiara herself had to shake her head before her own confusion was able to be dismissed and she watched as Scootaloo began to bounce on her crotch, somehow unaffected by the mammoth cock she was taking.

In truth, Scootaloo had never taken anything that large before, though she had done it a few times with other, less well endowed males, she didn't own a toy, and had never had a partner that lasted very long. Still, it was that will, that desire to beat Diamond Tiara that carried her through the act itself, and continued to drive her onward.

The pegasus rode that look of shock and confusion for as long as possible, her hips moving surprisingly quickly despite the fact that her pussy was so tight Diamond Tiara felt as though someone had put her cock in a vice. Scootaloo grit her teeth and used her wide stance to continue to ride Diamond’s cock so fast and so hard that the futa filly’s expression glazed over for a second, her pleasure getting the better of her.

Smirking to herself, Scootaloo counted every second she kept her lover off guard a minor victory and she quickly worked her hips faster and faster, unbothered by the very visible bulge in her mid section. With each thrust, the futa filly’s massive cock made a clear indent on the slim pegasus’ body that was so large that their little audience couldn't help but wonder if Scootaloo was in pain.

When the pegasus mare didn't even seem bothered by this, they abandoned such a thought, and instead continued to watch, only half of their attention given to getting off, as the other half was fixed firmly on Scootaloo.

Every time Diamond Tiara thought the young mare had pulled out the last stop, and shown her last trick she did something else. If it wasn't the lightning fast pace she managed to establish in under five minutes it was the fact that she was actually able to pull the entirety of Diamond’s cock from her body before plunging back down. Scootaloo’s body was a perfect mixture of athleticism, flexibility, and sheer genetic luck that Diamond Tiara found herself constantly surprised by what she had in store for the futa filly.

Eventually she began to run out of tricks, the last thing she did being adding a little twist of her hips to the bottom of each thrust, grinding her cock deep into Scootaloo’s body every single time. As Diamond Tiara regained her bearings she realized that she was enjoying herself, a lot, and even a few minutes into it, she could already feel her orgasm coming on.

She had enough experience to hold it off for now, the filly biting her lip while imagining unsexy thoughts, but Scootaloo’s little blitz had taken its toll. Diamond Tiara knew the unspoken gauntlet had been thrown, and that if she came first, she would have lost their little competition. Scootaloo had obviously not mentioned the room’s other three inhabitants though, and turning her head, DIamond Tiara nodded knowingly to Silver Spoon.

Who blinked, before smirking devilishly. “Hey Sweetie, can you cast that spell again?”

Sweetie Bell grabbed Apple Bloom’s hoof in order to stop her, before looking Silver in the eye. “Why?”

“Cus it would be fun to join in, don't you think?” Silver prodded.

Apple Bloom gasped. “Oh fuck yeah, shotgun anal.”

Sweetie Belle looked over at a Scootaloo, who was too focused to pay attention as to what they were saying. Shrugging to herself, the unicorn lit her horn and began to cast the spell. “Alright, but if she gets pissed you can deal with her.”

Silver Spoon rolled her eyes dismissively. “Yeah yeah, now hurry up.”

Pushing the last bit of power into her horn, Sweetie Belle cast the spell.

The three fillies all stared down at their crotchs which were now obscured by a large set of balls, and an utterly mammoth dick which rivalled even Diamond Tiara’s own. Their balls were heavy, to the point that the three mares had to lift their cocks in order to see just how truly massive they were, an act made difficult by the fact that their cock was physically heavy.

“Reminds me of Diamond’s.” Muttered Apple Bloom as she mentally compared her own new endowment to her lover’s.

“Yeha, just about as long, and almost as wide, with balls to match.” Silver Spoon pointed out.

Sweetie Belle smiled triumphantly. “The spell won't let it get any bigger without the power requirements jumping up quite a bit, but I don't think you girls would mind being just about as big as Diamond.”

“True.” Silver Spoon muttered.

Across the room, Scootaloo had begun to loosen up to the point that Diamond Tiara no longer felt as though her dick was in a voice, adding another layer of pleasure that she was having a hard time fighting off. Something the other mare seemed to realize, and she smirked down at Diamond Tiara. “Enjoying yourself?” Scootaloo quipped between bounces.

The endowed filly grunted her assent. “Unfortunately. How are you this good?”

“Comes with being the boss.” Scootaloo shot back.

Just as the pegasus was about to fire off another comment, she noticed Silver Spoon stepping closer, a lecherous look on her face. “Can I help you?” Scootaloo asked, her hips having never stopped moving for even a moment.

“Yeah, you can suck my cock.” Silver Spoon replied, her forehooves resting against Scootaloo’s shoulders.

Forced to slow down, Scootaloo didn't even notice the giant cock that had sprouted from Silver Spoon’s underside until it suddenly smacked into her lips. Beneath her, Diamond Tiara breathed a sigh of relief, the sudden shock of Silver Spoon’s appearance slowing Scootaloo’s assault and making her loosen up for a moment. With some breathing room established, Diamond Tiara was able to breathe a sigh of relief and push off the wave of pleasure she felt rising inside her.

Scootaloo brushed aside Silver’s cock, and tried to knock the filly from her shoulders. “I’ll get to you later, right now I got a competition to win.”

“What, you can't handle one measly extra dick?” Silver Spoon muttered, her hips wiggling as she rubbed her cock against Scootaloo's face, leaving behind a trail of pre that matted her fur.

Grumbling silently to herself, Scootaloo considered brushing off the larger filly and going back to what she was doing, but than a thought occurred. What if I beat not only Diamond Tiara, but Silver Spoon as well? Smirking to herself, Scootaloo gave her lips a through lick, and than just as Silver Spoon began to smear her face with more pre, Scootaloo lurched forward and swallowed several inches of throbbing mare meat.

Surprised by the sudden movement Silver Spoon froze for a moment, the filly moaning loudly as the strange, and altogether new pleasure coursed through her. Diamond Tiara’s eyes lit up for a moment, and after hearing Silver Spoon’s lust filled moan, knew that the pegasus could, and would beat them both with ease. Gripping the mare’s waist, Diamond Tiara began to plunge herself into Scootaloo’s pussy, hoping to distract the pegasus.

Something that Scootaloo herself didn't seem overly bothered by, as she continued to easily deep throat Silver Spoon’s cock while even counter thrusting, and using her internal muscles to massage Diamond Tiara’s length. One hoof gripped Silver Spoon’s balls while the other was able to support not only her weight, but the slight amount Silver rested on her shoulders. Even a tentative, gentle squeeze made Silver’s cock twitch in Scootaloo’s throat, telling her all she needed to know.

With a smirk on her face Scootaloo pushed herself even further, swallowing every last inch of Silver Spoon’s cock while continuing to bounce her hips against Diamond Tiara.

Beside them, Sweetie Belle and Apple Bloom exchanged a strange look. “Did you know she was such a slut?” Apple Bloom inquired.

Sweetie Belle shook her head. “I didn't even know she could take something as big as Diamond Tiara.” She replied.

They continued to watch the three ponies fuck for several minutes, their cocks twitching, forgotten beneath their barrel’s. Their attention was too focused on what was going on, to even consider how they would join said fun without making the positions awkward. That was until Diamond Tiara glanced over at them and shot them a glare, her eyes going from them, to Scootaloo and back.

Apple Bloom shrugged. “Well, if she kills me, it was nice knowing ya.”

Sweetie Belle patted her friend on the shoulder. “Here, at least let me use the lube spell.”

“You were a good friend Sweetie Belle.” Apple Bloom remarked somberly as she took a step forward.

Sweetie Belle’s horn flashed brightly for a moment, Apple Bloom’s cock suddenly gaining a sheen to it as the lube spell took hold. “It was nice knowing you.”

Stepping forward, Apple Bloom looked down at her destination Scootaloo’s tail occasionally flipping up to reveal the last unoccupied hole. Looking up at Silver Spoon, Apple Bloom figured she had maybe a few minutes before the other filly came, as Silver Spoon was currently biting her lip and fighting back against the rising tide of pleasure.

With one last breath of fresh air, Apple Bloom whispered a silent prayer to whatever god would listen before hopping up onto Scootaloo’s back, one hoof pressed against the pegasus’ spine while the other grabbed Silver Spoon by the shoulder.

The added weight was barely noticeable to the pegasus, who was now furiously squeezing and kneading Silver Spoon’s balls, the filly having quickly devised that the older mare absolutely loved every second of it. Her blowjob skills werent great, but Scootaloo figured that Silver Spoon wasn't used to having a cock, as she moaned loudly each time the pegasus’ lips pressed against her crotch. In the back of her mind Scootaloo thanked her lucky stars that she was born without a gag reflex, as she wasn't sure if she could do this all without such a blessing.

Her confidence was high, her victory, though it seemed fleeting for a moment, was now secure, and with the added victory of beating two opponents at once. That was until she felt a new weight settle on her back, and something large, and slick pressed against her asshole.

With eyes wide and filled with fear, Scootaloo stopped, and tried to clench her hole shut, though that effort was rendered futile when Diamond Tiara thrusted into her cunt with such strength that Scootaloo temporarily forgot about that little effort. Resulting in the mare’s body opening itself to a powerful thrust that saw Apple Bloom’s cock rammed up Scootaloo’s asshole.

For a moment everything was pain, and than, a cool wave of pleasure seemed to smooth everything over. Scootaloo didn't question the strange new feeling, or the fact that her now slightly less virgin hole had somehow managed to stretch wide and accommodate the new invader in several seconds. All she knew was that it felt good, not only that, but it felt right.

Here she was, with all of her holes being used and she was taking it, she was able to squeeze back, to stay standing while continuing to service their dicks. A few seconds later she was able to not only receive their lust, but to actually work to bring her trio of partners closer to orgasm, and victory.

The three mare’s eyes went wide at about the same second, with Silver Spoon nearly cumming the second she felt Scootaloo’s thrust clamp down on her dick. Apple Bloom had only just barely managed to fit her entire cock into Scootaloo’s ass when she felt the mare squeeze down on her shaft. At the same second that was happening the pegasus was pushing back against the dual intruders, making sure every last inch of dick was inside her.

Diamond Tiara grunted in exertion, her fleeting advantage disappearing in a matter of moments. Though the stakes had never been lower, she felt exhilarated, her mind utterly focused on the task of beating Scootaloo. To that end she tried to bring the filly as much pleasure as possible, but by now it was difficult to squeeze her flanks, or thrust properly given the plethora of ponies now fucking the pegasus. She could hardly so much as thrust without issue, and it felt as though the filly was at Scootaloo’s mercy, her plan backfiring on her.

She wasn't done yet though, and she glanced once more to her right, catching the gaze of Sweetie Belle who was watching closely as she stroked her throbbing cock eagerly. Their eyes met, and Diamond Tiara grunted as she gestured to Scootaloo, commanding her lover to join without ever speaking a word.

Sweetie Belle gulped, and pointed to her dick in confusion.

Diamond Tiara rolled her eyes and nodded.

The young unicorn gulped one last time before reluctantly walking over to the trio of ponies currently getting fucked by Scootaloo. It took a second for Sweetie Belle to figure out where she was going, but even than, it seemed like her position would be a slippery one, that was if she was even able to get inside Scootaloo in the first place. Stuffing two cocks into a single hole was something they had done before, with Sweetie Belle being the one who seemed to enjoy it most, but she had yet to be on the giving end before and she frowned as she looked at the scene before her.

Silver Spoon wouldn't be able to hold out long before she came, the older filly already showing clear signs that she was close. Apple Bloom and Diamond Tiara were in a similar state, and despite the fact that she had yet to join, Sweetie Belle had to admit she was close as well, the unicorn having a notoriously short string in that regard.

With a shrug, she placed a hoof on Apple Bloom’s shoulder and hopped up onto her back legs, using the earth pony to stabilize herself, Sweetie Belle gripped her cock in her magic and guided it towards its final destination. The angle meant she had little control, and even less vision, meaning Sweetie Belle had about as much of a chance of getting it in one hole as the other.

Still, even than, she hadn't expected the result that she got a moment later.

Scootaloo’s eyes shot open, her entire body becoming as stiff as a board, even as Silver Spoon continued to fuck her throat, and Apple Bloom kept pumping herself into her asshole. She was too far gone to even care about any of that, as there was something far more concerning coming from her pussy. Namely the fact that she felt her hole being forced wider than she thought possible, a second cock pushing in next to Diamond Tiara’s already titanic dick.

Diamond Tiara seemed to share this same sentiment and she lay there stock still as she felt Sweetie Belle’s cock slide in next to hers, filling Scootaloo beyond what she thought was possible. The sight that greeted Diamond Tiara’s eyes was unlike anything she had ever seen before. A massive bulge was evident in Scootaloo’s throat, having been the product of Silver Spoon’s cock, while the filly’s midsection bulged obscenely. Three different massive cocks were now rammed inside her, making her belly grow to the point that Diamond Tiara began to wonder if she was even okay.

Looking up at Scootaloo’s glazed over expression did little to alleviate her worries, and thus, with panic surging inside her, Diamond Tiara began to pull back, only to stop when she felt Scootaloo’s pussy clamp down on her. The glazed expression vanished, replaced by the most lust filled expression Diamond Tiara thought possible, a look that told her that leaving was no longer an option.

With Scootaloo’s implied consent, Diamond Tiara gulped down her anxiety and slid back inside her partner’s now over stuffed hole. After that she began to thrust in and out of the mare’s body, with Sweetie Belle alternating thrusts, ensuring that Scootaloo was as filled as possible at all times.

It took a little while, but they quickly established a rhythm, with Scootaloo’s pussy now twitching and spasming randomly, the filly wracked by so much pleasure that she nearly passed out right than and there. The pegasus was made of sterner stuff than that though, and with a grunt of exertion, she pushed past that feeling and began to get right back into it.

Scootaloo wasn't sure how she was able to take it all, but that didn't matter right now. Her body felt violated so thoroughly that she doubted she would ever feel this used for the rest of her life, even if she spent years chasing this feeling. Every last inch of her insides felt as though they were filled with dick, her pussy crammed so full of cock that the mare’s every nerve was alive with pleasure. Her asshole had now become perfectly stretched around Apple Bloom’s cock, and the filly was evidently enjoying herself immensely as she continued to pound her friend’s hole with reckless abandon.

She even managed to continue to squeeze Silver Spoon’s balls despite the large weight resting on her body, the athletic mare holding it all while continuing to service the many cocks now pushed deep into her body. Even with the unexpected strength flowing through her, Scootaloo knew she couldn't do this forever, as not only was her own orgasm coming closer by the second, but her body simply wouldn't be able to stand up to this level of abuse for long.

Not like that mattered, as she felt that her friends were getting close as was she, to the point that she wasn't sure who would cum first. With a smirk on her face, Scootaloo knew that in the end it didn't matter, as the pleasure she felt was beyond mere words.

Diamond Tiara grunted, her orgasm mere seconds away, as were her lovers. Gripping Scootaloo’s hips tighter in her hooves, Diamond Tiara pounded into the filly’s stuffed holes, prompting the rest of her friends to do the same. Order quickly dissolved, their thrusts becoming more and more out of sync until they were little more than thrusting wildly, desperate to fuck Scootaloo as hard as physically possible.

In the end Scootaloo herself could do little but take it, her eyes shut tight as she felt her pussy begin to spasm. So blurred together were the next few seconds that she wasn't sure if she had cum first, or if her friends had. All she knew was that one second her stomach was distorted, and filled, and the moment it was ten times as filled, cum the likes of which nopony in the room had taken suddenly shooting into her.

Silver Spoon grunted aloud, the filly biting her bottom lip as her cock spurted in Scootaloo’s throat, the pegasus’ lips pressed tight against Silver Spoon’s cock, ensuring nothing could escape. This desperate urge to fill Scootaloo as much as possible was transmitted to Apple Bloom and Sweetie Belle as well, the two filly’s burying themself in Scootaloo’s holes as they cried out in pleasure.

Beneath it all, Diamond Tiara laughed, her orgasm arriving harder than any other, but leaving her the most clear minded of the bunch. She wasn't sure who had ‘won’ their little competition, but Diamond Tiara knew that it no longer mattered, leaving the futa filly with little to do but lay back and truly enjoy this moment. Her cock was rammed deep into Scootaloo’s pussy, the head of which was pressed tight against her former tormentor’s womb, but that wasn't what she was truly enjoying.

She had done it, she had turned her enemies into friends, bred another mare, and added another pony to her growing harem. Though the sexual implications were nice, most important to Diamond Tiara was merely the fact that she now had another friend, and no longer had to fear going to school. More than even those things, she also felt as though she knew Scootaloo on a level that enabled her to truly empathize with the pony and understand what brought her to this moment.

All such high minded thoughts were washed away the second she felt Scootaloo’s stomach suddenly press against her midsection, having been inflated by a truly staggering amount of seed. Looking down, Diamond Tiara’s eyes once more shot open, surprised once more by the young pegasus mare. Her stomach was already large enough to be able to pass her off as pregnant as her friends, and more than that it was growing by the second, each twitch of the cock inside her making her grow larger still.

This continued for several seconds until she passed her friend’s and continued to grow. With a strangled yelp of surprise Diamond Tiara used her back hoof to get Sweetie Belle’s attention. “Pull out.” Diamond Tiara commanded.

Without thinking Sweetie Belle did just that, stumbling back a step before overcompensating and stepping right back again. Apple Bloom’s eyes went wide, her pussy suddenly spread wide by a massive cock that was even now cumming directly inside her. So distracted was the earth pony that she stumbled back, her grip on Scootaloo’s back slipping just enough that she slipped out of her asshole. Cum sprayed the pegasus’ back, coating her fur in a thick layer of magically conjured seed.

With a sigh, Diamond Tiara looked down in time to see Scootaloo’s stomach reach the point that she appeared pregnant with triplets, and just about ready to give birth no less. The futa filly’s worried glance was disrupted by Scootaloo who ran a hoof across Diamond Tiara’s cheek. Brining the filly’s face up to where Scootaloo was looking down at her with a knowing grin. The look said what the filly could not, and in that moment Diamond Tiara knew that she could take it, and that she wanted it, no, needed it.

Which was good, because judging from the tiny whimpers of pleasure, Silver Spoon wasn't about to pull out anytime soon.

With little to do but wait, Diamond Tiara ran her hooves across Scootaloo’s giant cum belly, her cock continuing to twitch as it added to said belly, making it grow little by little. With a sudden sigh Silver Spoon pulled back, only to be stopped by Scootaloo, who held her in place until her cock was clean. After that she was allowed to pull free her cock from Scootaloo’s lips, the pegasus taking a deep breathe for the first time in what felt like minutes.

The older filly stumbled backwards until she landed with a thump on her butt, a lucky cushion taking her weight. Silver Spoon herself merely shook her head at what she saw, her cock slowly softening. “That was crazy.” She muttered.

Sweetie Belle grunted, pulling herself free from APple Bloom’s pussy. “Sorry Apple Bloom.”

The earth pony gripped her friend’s chin and held her there for a moment, allowing her to plant a tender kiss on the mare’s lips before releasing her. “Never apologize for that.” She whispered.

Sweetie Belle couldn't help but giggle, planting another kiss on the earth pony’s lips. “I won't.”

Together the two filly trotted over and lay back down on their pillows, silently waiting for Diamond Tiara to pull out, or at least say something to indicate what was happening.

Scootaloo spoke first, breaking the silence with a deep shuddering moan. “Stars above that was good.”

“I’m amazed you took all that.” Diamond Tiara commented.

“And I’m amazed you girls managed that weird angle while pregnant.” Scootaloo replied, the filly slowly sinking down until she lay on Diamond Tiara’s chest, the other filly’s cock still firmly inside her.

Silver Spoon shrugged. “We've had a lot of practice.” She remarked.

“Yeah, you'd be surprised how long it took until we mastered it.” APple Bloom added.

“Aaaaanyway.” Sweetie Belle muttered, before gesturing to her friend’s now massive stomach. “Would you mind telling us how you took all that? And if your okay.”

“Yes, I must admit I’m curious as well.” Silver Spoon murmured, a hoof tapping against her chin. “If you’ll pardon the pun, I didn't know you had it in you.”

Scootaloo smirked. “I’m just that good, and yes Sweetie Belle, I’m fine.”

Diamond Tiara let out a lungful of air that she hadn't known she was holding. “Well that's good, but how did you know you could? That might have been dangerous.”

The pegasus shrugged. “I don't know, I just knew, ya know?” She winced suddenly, looking back at her cum covered coat and to her now cum soaked holes that dribbled seed like tiny rivers. “A little help here?”

Sweetie Belle rose quickly. “I got it.” She offered, her magic already bringing over a towel, as well as two rather large toys.

Diamond Tiara sighed, her cock beginning to shrink inside Scootaloo’s hole, softening for the first time in a while. “Nice job by the way Scootaloo, I think you just about milked us all dry.”

“Was there ever any doubt?” Scootaloo replied confidently.

“Yes.” Everyone else remarked in unison, much to Scootaloo’s chagrin.

“I hate you all.” Scootaloo dead panned.

“We love you too, ya silly goose.” Diamond Tiara murmured, kissing the mare gently on the lips as her cock slipped from Scootaloo’s drenched pussy.

True to her word, Sweetie Belle quickly cleaned up the mess they left behind, and filled Scootaloo’s holes, lest she gush cum everywhere. Something the filly didn't seem to mind, or even really notice, her back legs and her filly parts having gone numb a while ago.

Slipping out from under the cum filled filly, Diamond Tiara settled down on the bare ground, preferring to leave the pillows for her mares, who clearly needed them more. “Well I don't know about you but I am exhausted.”

“Your telling me.” Sweetie Belle murmured, the filly rubbing her back legs. “I don't think I could stand a moment longer.”

“Pft, I’m down for round two.” Scootaloo declared, only to earn her a raised eyebrow from Silver Spoon, prompting the former bully to giggle suddenly. “In like an hour or two.”

“That's what I thought.” Diamond Tiara replied, prompting a round of laughter from her friends new and old.

All save for Apple Bloom who eyed her curiously, the filly cocking her head as she stared at the futa filly’s flank. Noticing the look, Diamond Tiara’s laughter slowly died. “What are you looking at?”

Apple Bloom pointed to the other filly’s flank. “Your cutie mark.”

Looking down, Diamond Tiara didn't know what she would find, but whatever her assumptions may have been, they certainly didn't include her cutie mark changing. Where before the points of her silver tiara had only unremarkable stones set into the image, now they had gained different colors. To the far right was bright silver bauble that shone with an inner radiance, flanked by a perfectly white one that resembled a pearl. On the other side was a deep orange stone that seemed to contain a barely hidden fire within, beside which was a rather plain, yet unmistakably strong yellow stone. At the top was a far larger stone, having replaced the plain silver one with sparkling gold one that shone like the sun.

“What do you think it means?” Apple Bloom murmured.

“I don't know.” Diamond Tiara muttered.

The group continued to stare for several seconds before giving up and collectively shaking their heads at the newest mystery. “So uh, anyone up for ice cream?” Sweetie Belle suddenly asked.

“That sounds great.” Apple Bloom declared, the filly rubbing her stomach. “I’ve had a hankering for tiger tiger for days.”

“Really? Blech.” Silver Spoon muttered,the filly sticking out her tongue in disgust.

“Hey, it's not that bad!” Apple Bloom shot back. “Better than your ketchup covered pickles.”

“That doesn't sound soo bad.” Scootaloo murmured.

“And when I say covered, I mean a layer an inch thick.” Apple Bloom deadpanned.

The lone pegasus gagged. “That's vile.”

Diamond Tiara smiled softly to herself, watching her mares go back and forth each comparing their weird cravings, a conversation Scootaloo joined quickly, the pegasus telling all of her strange eating habits. Shaking her head, the filly continued to watch for nearly a minute before standing suddenly, the room instantly growing silent. “Well than, why don't we get Scootaloo drained and go grab some?”

“I don't exactly have any bits.” Scootaloo murmured.

Diamond Tiara shrugged. “Don't worry about it, I got it.”

As her mares agreed and slowly stood, Diamond Tiara couldn't help but wonder what brought on the change of cutie mark, and whether or not it meant that her adventures had yet to end. In the end she shut out such thoughts and merely lead her group away from the clubhouse and towards the farm proper, dimly aware of the conversation continuing behind her.

“I love my life.” Diamond Tiara muttered, the widest, most genuine smile she had ever experienced suddenly crossing her face.

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