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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