It was one morning at Spike's place, both Spike and Twilight were asleep in bed by themselves with none of the other girls to horn in on their alone time. Twilight was the first to wake up and noticed that Spike was still asleep and looking comfy, smiling happily and moaning. She had found that having any alone time with her husband was getting harder and harder to come by with how extra needy the rest of her friends were to Spike.

Seeing how Spike looked to having one of his dreams, Twilight smirked and thought, 'Just like my husband to be having a naughty dream. I wonder which of the girls he's dreaming about this time around? Times like these I wish I had Luna's dream magic. I'd hate to spoil one of his wet dreams, but I think he'll prefer the real thing.'

Twilight gently opened the covers off Spike exposing his rock hard erection brought up by his wet dream. She gently wrapped her fist around his dick and started to give him a hand job. Upon starting it, Spike started moaning more and panted with how Twilight's hand pleasured his dick. The Princess continued to work her magic earning more pleasurable moans out of her husband.

Spike looking ready to climax as Twilight pumped his dick faster, until he muttered in his sleep, “Mm, Velvet!”

Twilight's eyes widened upon hearing what Spike said. That was her mother's name and he was dreaming about her of all ladies. She wasn't even part of Spike's harem and he was dreaming of her own mother. Twilight frowned angrily and gripped Spike's dick even tighter to the point she was strangling it.

This caused Spike to shoot up wide awake and cry in pain, “Twilight, what the hell?! That really hurts!”

Twilight released Spike's dick and spoke to him in sarcasm, “Oh, really?! Maybe you want my mother to kiss it and make it better!?”

“Wait, what?” Spike asked in confusion.

“Honestly, Spike! Sometimes you are such a horn dog it's unbelievable!” Twilight chewed him out.

“Twilight.” Spike tried to reach out for her, only for Twilight to slap his hand away.

“You can shower by yourself!” she told him angrily, as she got out of bed and put her robe on.

“Twilight, wait, it's not what you think!” Spike pleaded, only for Twilight to storm out of their room with a slam of the door which made him wince. Spike groaned as he spoke to his partner, “Bahamut...I really messed up, huh?”

“Well, you were dreaming about Twilight's mother, Spike.” Bahamut reminded him.

“I know! But I couldn't help it! These things happen!”

“Nevertheless, Spike,” the dragon king replied, “You really need to keep yourself from muttering your wet dreams in your sleep.”

Spike sighed, “What do I do now?”

“Well, you know the right thing to do is to give Twilight some space and let her cool off.”

“Right,” Spike continued to sigh in guilt, “But I gotta do something for her. Otherwise, I'll never live this down. Hell, I'll wait on her the rest of my life to prove how sorry I am.”

Spike got out of bed and dressed himself, but decided to fly out his bedroom window knowing it was best to not be at home right now.

Later on Twilight having the exact same plan in mind took Sunset, Applejack, Fluttershy, Rarity, Pinkie, and Rainbow out for a day in the city. Although she tried to have fun, Twilight couldn't remove the frown on her face over what happened this morning with her and Spike. The girls had noticed this, but felt it was best not to bring it up as they didn't want to set their friend off. They all had tried to cheer up Twilight, but nothing seemed to be working.

It wasn't until Twilight and her friends sat outside a cafe that Rainbow let out a frustrated growl and asked, “Alright, Twilight. You've been pissed off all day. What's wrong?”

“Rainbow.” Fluttershy stopped her.

“What, we're just gonna pretend everything's fine?” the athletic girl asked rhetorically.

“Still...” Sunset started, only for Twilight to speak up.

“No, she's right,” Twilight sighed, “Sorry, I haven't been in the best of moods this morning girls. But it's just Spike.”

“What about him?” Applejack wondered, as did the others.

“This morning, I thought I could please him while he was having one of his wet dreams. But you know who he was dreaming about?” Twilight fumed as she asked rhetorically. Pinkie opened her mouth, but Twilight didn't give her a chance to answer and snapped, “He was dreaming about my mother! My mom! My husband was dreaming about my mother in a sexual fantasy!! Does he not realize she is a happily married woman and loves my dad? I mean how would he feel if I started having dreams like that about his dad!?”

“Twilight, please, you're going to make me vomit!” Rarity pleaded.

“Sorry, girls. It's just why my mom?” Twilight sighed when she suddenly stopped and looked around at her friends who were each blushing in embarrassment.

“So, you too, huh?” Rainbow asked.

“What?” Twilight asked in confusion.

“Twi, you think your ma is the only one Spike's had sexual fantasies about?” Applejack asked rhetorically.

“Wait, you mean...” Twilight spoke with dread.

“Spike has had at least one fantasy about each of our moms or even looked at them in a perverted way.” Rainbow continued.

“What? When?” Twilight asked around.

Applejack began, “Well, it all began about a year ago at one of my family's Apple festivals. Spike was my date of course. Ya know how much mah family loves him since I brought him to our reunion.” She began flashing back to that time.

At the festival, Spike and Applejack were walking around close together greeting several members of the Apple Family that came out for the festivities. Then they bumped into A.J's parents.

“Ma? Pa?” she gasped.

“A.J, good to see you.” Bright Mac greeted, as he hugged his daughter.

“I'm so glad ya made it.” Applejack said smiling with tears in her eyes.

“Like we would miss this?” Pear Butter asked, before looking at Spike, “And it's good to see you again, Spike.”

“Nice to see you again too, Mr. and Mrs. Apple.” Spike greeted respectively.

“It's good you're here,” Applejack said, “I had some ideas about opening up another Apple farm and expand our business.”

As music started playing, Bright Mac spoke, “How about after this? I feel an overwhelming urge for a dance! Wanna give your old man a hand there?”

“Sure thing, Pa. Ya don't mind, do ya, Spike?”

“Not at all.” he answered.

As Bright Mac and his daughter went out to dance, Pear Butter spoke to the young man, “So while my husband and daughter are partnered up, would you be a dear and be my dance partner?” she asked with a bat of her eyes.

Spike blushed, but answered, “I'd be delighted.” and with that Spike and Pear Butter dance close.

As they danced among the others who partnered up on the dance floor, the Apple mom spoke to the boy, “Ya know, Spike. I'm really glad to see how close you are with my daughter.”

“You are?” Spike asked.

“Oh, yes. I've never seen her so happy in all my life. You're obviously very special to her. So special that she'd wanna move in with you. Ah hope you continue to make her the happiest gal around.”

“I do what I can.” Spike answered, as Pear Butter pressed herself against Spike making him blush. To stoke the fire more, Spike couldn't help but look down at her cleavage poking out of her shirt.

Pear Butter caught wind of this and smirked, before speaking, “Ya like something ya see, sugarcube?”

“What? I didn't see anything!” Spike answered nervously.

“Don't be denying it, Spike. I know where yer eyes were lookin'. Trust me you're not the first to glance at me there.” Pear Butter teased.

“Well, I can believe it,” Spike started correcting himself but rambled on. “I mean. Who wouldn't considering how beautiful and lovely you are. In fact I consider your husband the lucky one since he was able to win your heart. Wait, I'm not saying you're a prize or anything. Only that you're one in a million.”

Pear Butter gave Spike a knowing smirk as she found the young man's rambling which so adorable to watch.

Suddenly Spike was stopped by Applejack who gripped him by the ear as she and her dad danced closer to them.

“Partner switch!” Applejack said sternly, as she took Spike by the hand, leaving the Apple parents to dance.

Spike looked at Applejack who gave him a dry look that made him sweat

“Really, it wasn't what you think.” he pleaded.

“Uh-huh.” Applejack replied, raising an eyebrow, but danced with Spike none the less.

“So ya see, Spike also looked like he had the hots for my ma, despite her being married,” Applejack told Twilight, “But I was more embarrassed that my ma was trying to egg Spike on with her teasin'.”

“That's nothing.” Pinkie replied.

Twilight turned to Pinkie in confusion, “Really? No offense, Pinkie Pie, but I never would've imagined Spike showing an interest in your mom.”

“None taken,” Pinkie replied, “In fact it wasn't my mom Spike was interested in.”

“Then who?”

“Well, there was a time Spike and I were on a date at Sugarcube Corner. And I caught him eyeballing Mrs. Cake.”

“Mrs. Cake?” Twilight asked in surprise.

“Oh, yeah.” Pinkie confirmed, as she thought back to that date she had with Spike.

At Sugarcube Corner one day, the two were sitting at a table, as Cup Cake walked by with a milkshake and combined straws in it on a tray, “Here you go, you two. The Lovers Shake.”

“Thank you, Mrs. Cake.” Pinkie thanked her.

“We appreciate it.” Spike added.

As Cup Cake turned and walked back to the kitchen, Spike caught sight of the woman's butt that wiggled with every step she took. His eyes just followed her butt with every swish and sway with her steps. Pinkie watched looking annoyed, but deep down understood why he was so focused on her. Smirking she decided to tease him. She leaned in closer and whispered something to the boy startling him.

“Pinkie, what was that?”

“I just told you Mrs. Cake's measurements.” she smiled.

Spike blushed as he glanced back at Cup Cake who went back to the kitchen.

“And if you think she looks good now, you should've seen her before she was married,” Pinkie said as she pulled out some pictures of Cup Cake when she was their ages.

“Whoa, that's her?” Spike asked, as he eyed teenage Cup Cake.

“Sure is.”

“Wait. Why do you have these?” Spike asked in confusion.

“I just do.” Pinkie smiled.

So Pinkie showed Spike some more pictures of Cup Cake in her prime while they enjoyed their shake. Spike looked at each shot and started wishing he knew her back then.

Suddenly Cup Cake walked over to check on them, “How're we doing?”

“Oh, great.” Pinkie answered, while Spike was nervous about having the pictures out on display.

Cup Cake took notice of the pictures and laughed, “Oh, I remember these. They were such good times. When I was that age I was in fact quite the heartthrob among girls in school,” she sighed, “Too bad I don't have the same charm I had back then. Especially after giving birth to the twins.”

“Don't say that,” Spike spoke up grabbing her attention, “I mean, so what if you don't look like you did at that age. You still got other traits to be proud of. You're sweet, kind, loving, nurturing, you got all the right goods in all the right places.”

“Oh, my.” Cup Cake blushed sheepishly.

Pinkie's eye twitched, as she grab Spike's thigh tightly. The young man groaned knowing he probably said more than enough, “Uh, you can bring the check out.”

Cup Cake who nodded and left the check still bearing a blush on her cheeks.

The flashback ended, as Pinkie spoke, “I really regret showing Spike those pictures of Mrs. Cake.”

“I can't believe you would show them to him at all.” Twilight told her in disbelief.

“My bad.” Pinkie winced.

“You think that was bad?” Rainbow asked rhetorically, “My mom flirted with Spike on purpose!”

“She what?” Rarity asked in surprise.

“Yeah. And to top it off, my mom is still a hot babe. And she used that to her advantage.” Rainbow continued.

“Do I dare ask what she did?” Twilight asked nervously.

Rainbow sighed, “There was one time she invited me and Spike to my home for a bit of yoga. You know how my mom likes to stay in shape.”

“Just like you.” Pinkie noted, only for Rainbow to shush her, and the flashback began.

Spike and Rainbow arrived at the latter's former home. As they walked inside, Rainbow called out, “Mom, we're here!”

“In here sweetheart.” came the voice of her mother Windy Whistles.

The two followed the voice and entered the training room that was filled with mats and exercise equipment. As soon as they walked in they saw Windy wearing a very tight and revealing yoga uniform that showed off her curves and everything. To top it off she was in a very suggestive and sexy yoga pose that had Spike's eyes glued to her.

Rainbow seeing this shouted, “Mom!”

Windy ceased her pose, “Glad you two could make it. Did you bring everything?”

“Yes, ma'am.” Spike answered as he tried to hold on to the image of Windy posing whenever he closed his eyes.

“Good, I'll let you two get changed.” Windy said sending a smile Spike's way making him blush.

Rainbow seeing this turned red before dragging him out of the room, “Come on, Spike!”

“Hey, easy! Don't pull so rough!” Spike cried, as he tried to keep up.

Soon the both of them were in their own workout clothes, and were each on a mat close to Windy. She began performing some yoga poses, her daughter and Spike followed along, no matter how suggestive it looked and how aroused Spike felt from it. It didn't help that Spike was right behind Windy and got a close up of her tight butt beneath those yoga pants.

After they finished, Windy and Rainbow stretched and groaned, which caught Spike's eye as he tried to keep himself from drooling.

“Man, I could really go for a massage right about now.” Rainbow said.

“I could stand one myself,” Windy agreed, before turning to Spike, “Spike, be a sweetheart and give us a massage.”

Spike's eyes lit up, as Rainbow noticed this and spoke, “Me first!”

Spike knowing a member of his harem always came first got behind Rainbow and started to massage her shoulders. Rainbow relaxed, and let Spike do his work.

“How is it?” Spike asked the element of Loyalty.

“Meh, it's ok.” she answered like it was no big. Especially since she was used to his touch.

“I see.” Spike said, feeling a bit dismal as if he felt like he was losing his charm.

Spike continued to massage Rainbow until he finished. He moved over to Windy and started doing her shoulders.

“Mm, that's the spot,” Windy relaxed, as Spike's fingers dug into her skin through the fabric of her outfit. As Spike continued further on Windy's back, the woman moaned more, “Oh, yes. I feel like I'm being touched by the hands of life or something.”

Spike felt an erection coming up as Windy's moans made her sound erotic and horny. To add more to it, Windy let out a big moan, and both Spike and Rainbow saw Windy suddenly had an orgasm just from Spike massaging her. Rainbow glared daggers at Spike, as the boy himself winced while mouthing about it not being his fault.

The flashback ended, as Rainbow banged her head on the table, “I couldn't believe my mom just had an orgasm in front of me and Spike was the one who caused it.”

“Didn't you once tell us your mom gets orgasms easily.” Applejack reminded Rainbow who retorted.

“Nevertheless!” Rainbow snapped, but sighed, “You have no idea how much I wanted to strangle Spike right then and there for getting that kind of reaction out of my mom.”

“Well, Spike does have that charm to him,” Fluttershy reminded them, “And it doesn't even have to be to our mothers. And while I'm relieved my mother isn't a target for his daydreams, my Aunt Grace Virtue is another case. One time I brought Spike with me to her flower shop to get some plants for my mom. And let's just say I felt like she was trying to seduce him away from me.”

The flashback started, as Fluttershy and Spike walked up to a flower shop and upon entering was greeted by a beautiful woman with pale pink hair in a hime-style cut that went down her back. She wore slip on shoes, a green skirt, and a white long sleeved shirt covered by a pink apron decorated in floral patterns.

Spike looked at the woman and blushed while thinking, 'A traditional Yamato Nadeshiko.'

“Fluttershy, so nice of you to come by,” the woman began speaking in a soothing voice that rivaled Fluttershy's. She spotted Spike, “And I see you brought a guest.”

“Yes, Auntie Grace, this is Spike. Spike, this is my Aunt Grace Virtue.” she introduced them.

“Well, it's so wonderful to meet you, Spike.” Grace greeted Spike with a warm smile.

“Uh, likewise, ma'am.” Spike replied, while blushing. Fluttershy took notice of this but brushed it off.

“You know my sister's told me all about a special boy my niece has been bringing home with her so often.”

“She has?” Spike asked in surprise.

“Mom's talked to you about Spike?” Fluttershy asked her aunt.

“Of course. We're sisters. We talk about anything, especially if it involves romance.” she giggled.

“I see.” Fluttershy replied.

Spike spoke up wanting to change the subject, “So you own this shop?”

“Oh, yes. I work hard to keep it going for my family. Especially since my husband passed away.” she said looking down with a sigh.

“Oh, my gosh. I'm sorry.” Spike said in guilt.

Grace looked up and smiled again, “It's quite all right. He wouldn't want me to stay sad forever so I picked myself up and poured my efforts into my work here.”

“Well, your work sure is impressive.” Spike said, as he looked around at all the different types of plants and flowers.

“Thank you, Spike. Many come from all over the neighborhood looking to purchase my plants to add some color to their gardens. In fact some of the single men like to come by and offer me dinner or a drink.”

“Do you ever accept?” the boy wondered.

“Not really,” she confessed, “Even though I moved on after my husband's passing, I've just never felt I could love another man the way I loved him.”

“That shouldn't stop you,” Spike started grabbing her attention, “You have so much love to give and not just to your family and your work here. If you tried giving love another chance you may find another out there you could want to spend the rest of your days with. He may not be your husband, but you said he'd want you to be happy. Well, I don't think he'd be happy if you chose to spend the rest of your days alone with no one special to share your success with.”

Grace blushed at Spike's kind words, as he continued, “A beautiful and loving woman like you doesn't deserve to stay single forever. Otherwise you're just hurting yourself. I mean if I was single and met someone like you I wouldn't let such a chance pass it up. Trust me. Chances don't always come knocking.” he smiled at Fluttershy who blushed.

Grace was moved by Spike's words, and suddenly smiled sweetly, “My-my, you're quite brazen to seduce me right in front of my niece.”

Spike did a double take at that, and stammered, “What?! No I wasn't trying to...” Grace stepped closer to Spike.

“I can see why my sister speaks so highly about you, especially when it comes to making Fluttershy happy,” she gently laid a hand on his cheek making him tremble, “You are a kind, sweet, caring boy. And you're filled with just about as much love as you say I have.” she started pressing her impressive bust right into Spike's chest, which got him blushing and sweating bullets, while Fluttershy stared at the scene playing out with a twitchy eye.

“You truly are a very special man, Spike.” Grace said, with her face inches away from Spike's. The boy could feel her breath and her lips just closing in on his until Fluttershy grabbed him by the hand.

“We'll just pick up those flowers my mom sent us to get and we'll be on our way!” Fluttershy said, as she dragged Spike to the back greenhouse, while Grace watched them as she smiled and giggled.

Fluttershy finished her story and sighed, “I've never seen my aunt act so forward with anyone before she met Spike.”

“Well, you're not the only one with an aunt that's too forward for her own good.” Rarity replied.

“What do you mean, Rarity?” Sunset asked.

“Well, you all know my Aunt Emerald Quartz?”

“Of course,” Twilight confirmed, “She's a famous fashion designer from which you inherited your love of fashion from.”

“Correct, Twilight. There was a time I took Spike for a tour of my aunt's Outfit Gallery. And my aunt was probably just as bad as Fluttershy's aunt.”

Some time ago in the past, Rarity and Spike walked to a building, as Spike spoke, “So your Aunt Emerald is where you got into fashion, Rarity?”

“Indeed so, darling.”

“Kinda makes sense. I mean I look at your parents, and they don't particularly have this sense of fashion the way you do.”

“I know. I love my parents, but you don't always get every aspect of yourself from them.”

“True.” Spike agreed, as they walked inside.

As they stood in the lobby they saw a beautiful woman approach. She had elegant emerald colored hair and blue eyes. She was wearing a a reddish pink suit with the lapel of the jack encrusted with emerald gemstones. Even while wearing a suit, Spike could tell this woman had a bust that rivaled Rarity's.

“Rarity, darling!” the woman greeted.

“Aunt Emerald!” Rarity cheered, as the two embraced and double cheek kissed.

“It's so good to see my favorite niece.” Emerald began.

“And it's always a joy to see you too. I hope you don't mind, but I brought a guest with me.” Rarity motioned Spike to come over.

Spike walked over and spoke, “Hello, ma'am. I'm Spike Drake.”

“Ah, yes. You're the Spike my niece has told me about. Quite the gentleman according to her.”

“Indeed he is.” Rarity confirmed, as Spike blushed.

The young man spoke to the woman, “So you're a fashion designer?”

“Correct. And not just a designer but a model as well,” Emerald began, “Why I've been modeling since I was no older than you and Rarity.”

“Really?” Spike asked.

“Oh, yes. Come I'll show you.” Emerald led Spike and Rarity around showing them portraits depicting Emerald since she was a teenager and young lady modeling the most gorgeous and glamorous of outfits.

As Spike looked at each picture, he blushed seeing how young and pretty Emerald was even from back then, and just how kind the years have been to her up to present day. What Spike especially noticed was just how busty she was as a teen and how big she kept growing there up to now.

“Wow, Ms. Quartz, you're gorgeous.”

“Thank you, Spike.” Emerald responded with a knowing smile.

“I mean, I know I wasn't around back then when you first started modeling, but if I was I definitely would've been a follower of all your earlier modeling.”

“You would?” she asked.

“Definitely. And you definitely pull these outfits off very well. Almost like they were made for you.” Spike continued to marvel.

“I'm glad you think so,” Emerald began, as she inched closer to Spike much to his surprise, “You know I could even do a private modeling show just for you. There are some outfits I designed that I don't dare show to the general public.”

“You do?” Spike asked, as she rubbed elbows with him.

“Oh, yes. I mean I may design lovely dresses, but that doesn't mean I have a more bold selection of designs I like to keep to myself. Though not many know about that selection, I'd be more than willing to show a handsome young admirer like yourself.” Emerald inched closer to Spike, and to his and Rarity's surprise lightly kissed him on the lips.

Spike stood there with his face turning red, and a tent trying to form in his pants. Rarity watched this with livid eyes and gritted her teeth, before coming between them, “Aunt Emerald! You really shouldn't be playing with a young man's emotions.”

“Rarity, It's just a little harmless flirting,” Emerald said being coy, “Besides, how many boys whose heads did you used to turn every day before you met Spike?”

“It's not the same thing!” Rarity protested.

“I'm sure it isn't.” Emerald giggled.

“It's not! I simply needed some boys to help me with moving stuff I myself could not accomplish by myself. And besides those boys weren't do anything productive anyway.”

“Whatever you say. I'll be in the designers room getting the rest of my outfits prepared. Don't be too long.” Emerald winked, before walking away.

Rarity sighed, “The nerve of my aunt talking that way,” she suddenly noticed Spike looking forlorn, “Spike?”

“Did you really use to turn heads of boys before you even met me?” he asked.

“Spike, it's not like that,” Rarity assured him, “Those boys didn't mean anything because they were only interested in me for my looks and popularity.”

“Then why did you really settle for me?” Spike asked.

Rarity smiled, “Because you're a good person, Spikey-Wikey. You saw I'm more than just a pretty face. You saw me for who I am more than any other boy ever did. You made that perfectly clear when you saved me from my possession from Nightmare Moon's esence. And for that you'll always have my heart.”

Rarity hugged Spike and they kissed, while unaware of Emerald had been secretly watching them and smiling.

Rarity's flashback ended, as she spoke to the girls, “I honestly was not expecting my aunt to have made such a bold move on Spike like that. But her teasing did help me strengthen the bond between me and Spike.”

Twilight couldn't help but smile, but still had her reservations about Spike's libido having such an affect on older women.

Twilight turned to Sunset and spoke, “So, Sunset, what older woman closest to you has Spike turned the head of?”

“Well, you know how a few summers ago when I went to study abroad in Equestria?” Sunset began, “Sunburst set me up in his old home to stay with his mother Stellar Flare. Living with her had been good for me. She was so welcoming, and treated me like I was her own daughter. When Spike came to visit me one time while I was staying there, Stellar was no better than the other women. I mean it didn't help that Stellar has a MILFY personality as well. The way she flirted with Spike like pressing her breasts into his back or even putting her arm around his head to make his cheek brush against the side of her breast...”

“Uh, Sunset.” Applejack interrupted, as they saw Twilight was looking more agitated with everything Sunset was listing.

“Uh, never mind.” she said sheepishly.

Twilight sighed and looked down, “Sometimes I wonder why I ended up marrying such a horn dog?”

“Because you love him, Twilight.” Pinkie noted.

“And Spike loves you more than any of us or the rest of the girls in the harem.” Fluttershy put in.

“But Spike loves you all just as much,” Twilight countered, “It's as you all said, he has so much love to give he can't give it all to one of us. And I guess that's another reason why I've been so attracted to him, because he's so kind and is always looking out for others.”

The girls sighed happily knowing how lucky they are to be in love with Spike.

Twilight continued, “Still there's the situation with Spike's MILF obsession. How're we going to deal with it?”

The girls began pondering on how to do it, until Rainbow spoke up, “Hold on. If Spike wants to have a real MILF experience, then why don't we give it to him?”

“Give it to him?” Applejack asked, as the others were curious.

“Yeah. Like I could dress up and pretend to be my mom. Although I would have to cut and dye my hair. And find a way to make my boobs even bigger.” Rainbow listed off the complications.

“I can always borrow some of Mrs. Cakes clothes.” Pinkie noted.

“I don't think it'll be that simple as just dressing up like our moms.” Applejack warned them.

“No, but they're onto something,” Twilight spoke up, “I remember reading about a transformation spell that allows one to take the form of another. Temporarily at least. Although to make it work effectively we'd need a DNA sample of the person we'd wanna take the form of.”

“Just what kind of DNA sample?” Sunset wondered.

“Well, I'd just need a piece of their hair and we'll be set.” Twilight replied.

“Darling, you think it could work?” Rarity asked.

Twilight nodded with determination, “A devoted wife will do anything for love, Rarity. Besides, I'm not going to let my mother be the one haunting my husband's dreams. If there's going to be a Twilight on his mind, then that spot is reserved for me.”

The girls could sense how important this was to Twilight, and smiled, “Well, we're with ya, Twilight.” Applejack said.

“It may not be easy to get a DNA sample from them, but it'll be worth it.” Fluttershy added.

“Then let's do this, ladies.” Twilight said, as they put their hands in, “For Spike.”

“For Spike!” they announced.

Sometime later in Equestria, Twilight landed in front of the Sparkle home, closing her wings as she approached the front door. Taking a deep breath and letting it out, Twilight knocked on the door and waited. She fidgeted and waited, thinking about her plan and blushed. It was bad enough that she was coming to the Sparkle home unannounced and without an excuse as to why she was there, but it would be like her mother to ask how her marriage was going. Twilight didn't have to wait for very long as her mother answered the door. The Princess of Friendship forced a smile in greeting.

"Twilight!" Velvet spoke in surprise.

"Hey, mom," Twilight greeted pleasantly, "Thought I pop in to see how you were doing."

"Oh, fine, come in," Velvet responded as she let Twilight in, "So what brings you here? I would think that a Princess of Equestria would be too busy with a lot on her plate."

"I actually have a bit of down time," responded Twilight as she walked into the living room, "Not much is happening that requires the attention of the Princess of Friendship at the moment."

Velvet smiled slyly at Twilight and said, "Though that does leave a bit of time for you and your Dragon King, right?"

Twilight laughed nervously as she said, "You bet! Just me, Spike, and whoever he wishes to bring in!"

Velvet noticed Twilight's expression and grew concerned. Princess of Equestria or not, Twilight was still her daughter and knew enough that she was hiding something. She folded her arms and raised an eyebrow, looking at her intently. As soon as she saw Twilight sweat, Velvet placed her hand on her daughter’s shoulder.

"Are you having marriage problems?" asked Velvet.

"No, nothing's wrong," Twilight continued to laugh nervously, "What makes you say that?"

"A mother knows," Velvet responded. "Spike's a fine young man and I see why you fell for him. Even so, he does need to give attention to his other women and I fear that he may leave you out sometimes considering that he continues to add more to his harem."

"I'm fine, mom," assured Twilight, "In fact, Spike is the reason why I'm here."

"Oh, and why is that?" asked Velvet curiously.

"Well...Spike is pretty kinky and I may have something in my old room that can help. Maybe one of my old Nightmare Night costumes."

"Oh, I see what you mean. My little Twilight wants to spice up the bed."

"Yup, that's all there is to it!"

"Then I'll leave you to your work. I'll make some tea and we can discuss this when you're done."

As Velvet went to the kitchen, Twilight headed up the stairs. Once she spotted the master bedroom, Twilight quietly walked quietly towards the door and opened it. She noted how clean the room was and nothing seemed out of place. Even the bed didn't have creases or wrinkles. She sneaked around to see if she could see a bit of Velvet's DNA, but no luck. She went to the bathroom and saw how sparkly and clean it was. Everything shined in cleanliness and like the bedroom, everything seemed to be in its place.

'Ugh, does my mother have to be so meticulously clean!?' thought Twilight as she growled.

"Twilight," a voice said, alerting Twilight as she turned around nervously as she saw Velvet with a tea tray in her hands with steaming cups of tea.

Twilight forced a grin and said, "My, what a clean bathroom you have! I wish my bathroom was just as clean. But when you're a wife who has to share her man with her friends, it's hard to-

"Twilight, just stop," Velvet cut her daughter off, "When I went to your room, you weren't there and you obviously have a reason that you're in the master bedroom. And don't tell me this is about just mere costumes to entice Spike."

Twilight slumped as she made her way to the bed, sitting at the edge. Velvet soon joined her and sat beside her, rubbing her hand on her back soothingly.

"What's wrong?" Velvet asked worryingly.

"Spike and I had a fight." Twilight admitted as she covered her face with one hand.

"Oh, honey, that's terrible!" Velvet gasped.

"It's just...mom I love Spike but he can be such a horn dog to an unbelievable degree!"

"He hasn't slept with a woman outside the harem, has he?"

"No, Spike would never...mom, he's very loyal to me and the girls he has brought in," Twilight explained, "In fact, Spike considers my feelings whenever he wants to bring another girl in. Yes, I do have my reservations, but I've become friends to all the girls in the harem. I even shared the bed with Fleur, a harem master herself! I'm happy with Spike, mom! It's just..."

Velvet looked at her daughter with sympathy. She could tell that Twilight loved Spike dearly, but wondered how she could put up with the young dragon's ever increasing number of women he beds. She could tell that it wasn't the problem, however. Twilight was accepting of Spike's lifestyle choice, but she has seen her daughter rein in her dragon sometimes when it came to certain women, her daughter-in-law Cadence being one example. Spike had assured Twilight that he would never dream of touching the obviously married Princess of Love, as far as she knew.

"So what did you and Spike fight about?" asked Velvet.

"It's stupid." responded Twilight.

"Try me." said Velvet.

Twilight sighed as she looked over her mother. She had all the qualities Spike liked in a woman: big breasts, shapely legs and a MILF quality that could make any man drool. Twilight thought of her father and could see how he could love her mother for so many years. Still, it infuriated Twilight that Spike would think of her in a sexual way, but could see why. Twilight sighed, thinking how silly she was feeling towards her own mother.

"It happened this morning," Twilight began, feeling that she had to tell her mother no matter what, "I woke up first and I wanted to wake him up. I almost didn't because I could tell he was having a pleasantly lewd dream. I thought he was dreaming of me or one of the girls in the harem. He wasn't. He was dreaming of someone else."

"Twilight, it's just a dream," assured Velvet with a warm smile, "It's not like Spike was cheating on you or the girls."

"If Spike was dreaming of a sexy celebrity or a woman from his comic books, I wouldn't have minded that much." Twilight said bitterly.

"Then who was my son-in-law dreaming about that has you in such fit?" Velvet prodded.

Twilight remained quiet. She knew she couldn't escape this, but she had no idea how her mother would react. She closed her eyes and sighed again.

"Spike was dreaming of you, mom," Twilight responded.

Seeing her mother blush, and covering her mouth was something Twilight was expecting. She could only imagine what must be going through Velvet's mind. She just admitted that her husband dreamed of her in a sexual manner. Twilight had been very angry that morning that she didn't bother with letting Spike explain himself when she stormed out of the room. She felt disgusted and she was afraid that her mother was going to feel disgusted as well.

"Mom, before you say anything, it was just a dream," Twilight tried to sound assured, "But I was just so mad! I know Spike has an appetite for women, but my own mother!? I kept thinking about how he was lusting after a married woman and dreaming about what other lewd things he could do to you! I yelled at him, reminding him how happy you are with dad and..."

Twilight trailed off as she heard Velvet giggling. She was further confused when the giggles turned to laughter. Twilight was not expecting this kind of reaction from her mother.

Velvet sighed as her laughs died down. She clasped her hands together and looked upward, starry-eyed.

"It's so nice to know that a young man can still find me attractive!" Velvet gushed happily.

"What?" Twilight questioned in a flat tone.

"You really shouldn't blame Spike for this, Twilight," Velvet shook her head, "I guess I am somewhat responsible for putting such thoughts into his head."

"What?" Twilight questioned again, her voice raising.

"I dropped by his apartment a few weeks ago," Velvet began to explain, "I wanted to see how you two were doing, but I found him alone. He was working out and he said that you were out with one of your friends. He was so welcoming and even offered me a drink. He was going to the bath to get all that sweat off, but I really wanted a bath myself and I was sure Spike wouldn't have minded the company. So I stripped my clothes off, sneaked in, lathered my hands with soap so I can clean his-

"WHAT!?" Twilight yelled using her Royal Canterlot Voice.

"Twilight, not so loud." Velvet chided.

"Not so...mom, how could you!?" asked Twilight, shocked and hurt.

"Twilight, I was only helping him scrub his back and his front," Velvet tried to assure Twilight, "I did tease him about finding me sexy and he was honest when he compared my body to yours. I even noticed the tent from the towel he was using."

"Mother, please stop!" Twilight begged, as she hid her face behind her hands.

"Twilight, you're making it sound like I had sex with him."

"You were tempting him!"

"I was teasing him. I have to admit, Spike looked very cute all hot and bothered."

Twilight groaned in frustration. It was no wonder why Spike thought of her mother as a sexual being. She honestly couldn't blame him, though she still didn't like that her husband thought of Velvet in that way. Thinking back to the stories that her friends had told her, she could at least say that the other women never exposed themselves like her mother did. Though Spike massaging Windy Whistles to the point of an orgasm did sound just as bad as what Velvet did to Spike. Twilight looked at her mother and narrowed her eyes at her.

"You're unbelievable," Twilight stated.

"No argument there," Velvet agreed. She then placed her hand on Twilight's cheek and said, "But you know what I found most attractive about your husband? His fierce loyalty to you."

Twilight could only stare at her mother, trying to suppress any emotion as she allowed her to continue.

"In the bath, I jokingly offered him a quick romp and boy did he steadfastly refuse," Velvet said with a warm smile, "Spike went on and on about how he loved you and he couldn't believe that I would go behind my husband’s back for just a thrill. In a way, what he said made me more fond of him as a person and he wouldn't lay with just anyone, even if he did have a harem."

"Yeah...Spike is great that way," Twilight admitted.

"I left him alone after that, telling him that I was only teasing," Velvet said as she sighed, "Still, for him to dream of me in that way does make my heart flutter. I wonder how it would feel to be rammed mercilessly by a young cock."

Velvet thought back to the wet dream and her expression was a very lewd one. It was a very wild dream, one that she wouldn't dare tell Twilight about.

"Mother." Twilight frowned.

"Okay, I'll stop," Velvet giggled. After calming down, Velvet asked, "So what brings you here, other than my son-in-laws lewd dreams?"

Twilight let out a breath and looked at her mother and said, "I want to fulfill Spike's MILF fantasy and I could use your help."

"Twilight, I know Spike finds me sexy and hot, but I am a married woman." Velvet reminded Twilight.

"Oh, it's nothing like that, mom," Twilight assured Velvet, "What I had in mind is a transformation spell and I need something from you. The other girls are helping me with their own samples."

"Other samples?" Velvet asked, an eyebrow raised.

"Spike's MILF dreams weren't just limited to you." Twilight pointed out.

"Oh, his mind does get around," Velvet smiled amusingly, "So what do you need?"

"Oh, a lock of your hair will suffice." Twilight said.

"That won't do," Velvet smiled as she stood and started unbuttoning her blouse, "I'll give you something that is far greater."

Twilight was about to ask, but lost her ability to speak as Velvet began to strip. After a few seconds later, Velvet was clad in a black bra that barely contained her huge bust and panties. She also had a matching black garter belt that was attached to her stockings. Twilight looked up at her mother, questioning her motives and Velvet responded with a smirk as she placed a hand on her hip. Twilight could imagine what Spike was thinking when she saw her mother in a lot less. There was no denying that Twilight Velvet Sparkle was indeed a beautiful woman.

"I'll help you, Twilight," Velvet said, "But you have to do something for me."

Twilight nodded.

"I want you to teach me that transformation spell," Velvet said. She then blushed and added, "I also want some of Spike's DNA. It's for Night Light. He always wanted to feel like hero and...well, I...your husband is sexy, but I'm devoted to mine and-

"Say no more...please." Twilight cut her mother off, practically begging.

Velvet giggled before she got the bed and lay on her back. She unclasped her bra, freeing her breasts from their restraint. She then took off her panties and felt a shiver coming from her womanhood. She had to admit, she loved the feeling. Too bad her husband wasn't there to fill her up.

Twilight stood up and couldn't help but admire Velvet's body. She felt envious and told herself that it wouldn't be long before she could transform into that body and please Spike to no end. She noticed Velvet giving her a look of gratitude and shook her head.

"So...what sample did you want to give me?" asked Twilight, a tinge of red showing on her cheeks.

"Well, you could get it from here," Velvet purred as she massaged her exposed woman hood. She then moved her hands to her breasts and pinched her nipples and said, "Or from here. Take your pick. They're both equally delicious."

"Breast milk?" asked Twilight, confused.

"Oh, alright," Velvet sighed, her horn glowing. She moaned as a sensation rushed through her breasts. "It's a spell I learned a while back. Your father does love lactation action. I can teach you once this is over."

"Let's get this over with." Twilight groaned as she grabbed hold of Velvet's breasts.

Twilight massaged and kneaded her mother's breasts, especially around her nipples. Velvet moaned in joy, as her daughter was pleasuring her just the way Night Light and even Spike did.

“Oh, Twilight! Oh, yes!” she moaned, blushing. “This feels so good! I feel like I’m going to burst at any moment! Sweet Celestia, you’re so good with your hands.”

“Ok, mom, I don't need to hear that,” Twilight said as she tried to concentrate, and thought, 'This is for Spike.'

The princess continued to pleasure her mother who was truly enjoying it. The situation had started to remind Twilight of the many times she had shared with the other ladies in Spike’s harem. Over the years, Twilight had gotten very skilled in fondling women's breasts and knew of many ways to please them. She blushed at the vivid memories, but found herself starting to relax as she continued to massage Velvet’s breasts. Hearing her mother enjoy the attention had also taken Twilight back as she had usually taken a dominant attitude when it came to girl on girl sex. A smirk grew on her face as she saw Velvet losing herself to pleasure.

Velvet moans had grown louder at Twilight’s skilled hands. She had found the experience to be quite different from when Night Light or Spike fondled her breasts, but admitted she was enjoying it. She had also noticed the sour look on Twilight had changed to that of enjoyment as her daughter started to roughly massage Velvet's breasts. The mother moaned and cried as she started to feel a wet sensation coming from her entrance.

“Twilight! Oh, Twilight!” Velvet cried.

“How's this, mom?” Twilight asked with a crazy smile, “Is this how you'd want Spike to do you?”

“Twilight!” exclaimed Velvet, feeling scandalized

“You said you wouldn't mind getting rammed by a younger man, mom. Is this how you'd want them to pleasure you too?”

“Twilight...I can’t take it...I’m going to -

Velvet was then taken by surprise when her daughter kissed her on the lips. She let out a muffled cry from the pleasure until her breasts started releasing milk and flowed out through her nipples. Twilight let go of her mother’s lips and used her magic to poof up a container under her mother, as the milk dripped into it. Twilight waited as the container was filled all the way up before covering it with the lid.

“This should be plenty of DNA. Thanks, mom,” Twilight said appreciatively but then noticed the shocked expression on Velvet’s face and realized what she had done. She blushed deeply and said. “Sorry I went overboard there . Guess I just wanted to make you feel just as bad as I made Spike feel just for having a dream.”

“It's ok, Twilight,” Velvet assured her, though she felt her body still tingling, “I just want your plan to help Spike to go out with a hit.”

“With this I know it will. And don't worry, I'll make sure to send you the spell formula and some of Spike's DNA over later.”

“Thank you, and Twilight?”

“Yes, mom?” Twilight asked, as she felt her mother kiss her cheek, making her blush.

Velvet smiled and finished, “You take good care of that loving husband of yours.”

Twilight blushed and smiled, “I will, mom.” the mother and daughter embraced happily.

Later on back at the apartment, Twilight was in the room conducting the spell that would transform her and her friends into the women of their choosing. The doors opened, and the girls walked inside.

“Twilight, we're back.” Rainbow said.

“Were you girls successful?” she asked.

“We sure were.” Sunset answered, as each of them held up a plastic bag containing a bit of hair from the respective women of their choosing.

“Good thing my parents are stationed in the city right now so I could easily get to them.” Applejack admitted.

“And I was able to get some of Mrs. Cake's hair off her while she wasn't looking.” Pinkie added.

“So did you get something from your mom?” Fluttershy asked.

“Yes, but not what I was expecting.” Twilight admitted, as she held up the container.

“What is that?” Rarity asked in confusion.

Twilight winced, “My mom's breast milk.”

“Her what?!” Rainbow asked in shock.

“Oh, my.” Fluttershy gasped in surprise.

“Do we even wanna know what happened?” Applejack asked awkwardly.

“She sort of caught onto me and I told her everything.” Twilight smiled sheepishly.

“How'd she take it?” Sunset asked.

“Surprisingly well.” Twilight admitted, not wanting to blab about her mom's attempts to seduce Spike.

“So how's the spell coming along?” Rainbow asked.

“It's just about done,” Twilight said, as she infused her magic into an elixir she was brewing. She poured the contents into seven glasses, and gave her friends one each, “Add the hair to it.”

The girls each put the bits of hair they collected into their glasses, and watched as the hair dissolved into it. Twilight poured a bit of her mom's breast milk into her glass of the elixir mixing the two together.

“Before we drink, we might wanna lose our clothes.” Pinkie suggested.

“She's right,” Rarity agreed, “Don't wanna risk ripping them.”

So the girls each stripped down until they were all naked. They all gathered around, as Twilight raised her glass.

“Cheers.” they said as they clinked their glasses together before drinking the elixir until there wasn't a drop left in their glasses.

“Mm, not too bad.” Sunset licked her lips.

“Even if we did add hair to it.” Applejack added.

“Um, I'm starting to feel something.” Fluttershy moaned.

“So am I.” Rarity groaned, as each of the girls looked at themselves and saw their bodies were changing.

They found themselves getting taller, bustier, and their hairs started changing color, length, and style. Soon the seven girls stood in the form of the woman they decided to change themselves into. The resemblance to the real person was uncanny.

Each of them looked themselves over, before Applejack spoke up sounding just like her mom, “Twilight?”

“Girls.” Twilight gasped sounding just like her mother.

“Holy snap!” Rainbow gasped, while sounding like her mom.

“We even sound like them.” Rarity gasped in shock ,while covering her mouth as the voice of her aunt came out of it.

“Oh, my goodness.” Fluttershy said in her aunt's voice.

“It really worked.” Sunset said in Stellar Flare's voice.

“Ohmygosh! Ohmygosh!” Pinkie started in Mrs. Cake's voice, “I sound like Mrs. Cake. Of course I do, because I am her!”

“That spell is amazing, Twilight!” Rainbow cheered.

“Ok, girls, let's reign it in,” Twilight calmed her friends, “Just one last spell to complete this little transformation.”

Twilight used her magic on the girls and on herself, making their breasts glow, much to the other girl’s surprise.

“Twilight, what did ya just do?” Applejack asked in confusion.

“Just a little something my mother taught me,” Twilight smiled, “Ok, we look and sound the part. Now we just need to get the stage set for Spike's arrival.”

The girls turned ladies smirked eagerly wanting to please their man while under the guise of older women.

Soon enough Spike came back with a bouquet of roses in hand, “Well, I spent half the day giving Twilight the space she needs. I know these roses may not be enough of an apology, but it's a start.”

“I'm just glad I was able to talk you out of trying to serenade her,” Bahamut said, “If you tried that you would've appeared too desperate.”

Spike sighed, as he looked up at his place, “Ok, this is it.” he went inside and looked around the foyer seeing nobody. Spike checked out the regular rooms he thought he'd find Twilight in, like the study, the library, and the lounge, but found nothing.

“Guess she and the others aren't home.” Spike said sadly, as he went upstairs in a slump.

He went into his room and walked to his bed with the aim of plopping his face down onto it. He stopped, as the door slammed shut behind him putting him on alert.

“Huh?” he asked, until a seductive voice spoke up.

“Welcome home, Spike.”

“That voice,” Spike gasped, as he spun around and saw 'Velvet' standing before him completely naked.

“Mrs. Sparkle?!” he gasped.

‘Velvet’ walked up to Spike and noticed the bouquet, “Are those for me?” she asked hopefully.

“Well, actually...” Spike stammered, but ‘Velvet’ didn't give him a chance to answer, as she took them and levitated them over to the vanity table.

“I came here looking for you, Spike. Now I finally have you to myself.” the woman said, as she pushed Spike onto the bed, and crawled over him.

“Wait a minute!” Spike protested, only to have 'Velvet's' lips crash onto his, and began kissing him.

Spike tried to fight it, but started to give in. However, as he did he noticed something familiar about the way she was kissing him.

'This pattern and motion with her tongue,' he thought to himself, as he looked up at the woman. He disengaged the kiss before looking closer and after putting two and two together his eyes widened and he cried out, “Twilight?!”

Hearing that, Twilight realized she was ousted and smiled sheepishly, “Guess I can't hide how I kiss, huh?”

Bahamut thought to Spike, 'And the fact she didn't tell you to call her 'mommy' like you promised to do if it were just the two of you.'

Spike ignored Bahamut, as he was too confused over what was happening, and spoke to Twilight, “What? How? What is going on here?!”

Twilight called out “Cat's out of the bag, girls!”

So the rest of the girls still transformed into the ladies they wanted to be came out of hiding still naked.

“Wow, he figured it out a lot faster than we thought.” Sunset said.

Spike looked all around seeing his top harem members before him looking like several older ladies he's had fantasies about, “Girls, what've you done to yourselves?”

“Does this bother you?” Rarity flirted while making Spike think he was being hit on by her aunt Emerald.

“Yes! I mean no! I mean... What's this all about?” Spike asked, trying to avoid coming off as rude and unimpressed.

“We did this for you, Spike.” Fluttershy answered.

“For me?” Spike asked in confusion.

“That's right,” Rainbow confirmed, “We're gonna fulfill your MILF fantasies.”

“I am so confused.” Spike replied. Just this morning Twilight chewed him out for having a lewd dream about her mother, and now she's here in the bedroom looking exactly like her, and her friends looking like either their mothers, aunts, or role models.

Twilight sighed, “Spike, I'm sorry for what I did to you this morning, and what I said.”

“You're sorry? I'm the one that had the dream about your mom.”

“I know. But I shouldn't have jumped to conclusions like that. My mom told me about what happened between you two.”

“She what?” Spike's eyes widened.

“But when she told me you rejected her offer regardless of it being a joke or not because you love me, I was so happy.”

Spike hearing that felt relieved and spoke, “I meant what I told her, Twilight. I love you for you. And I love Velvet like she was my mother. Nothing more.”

Twilight smiled, “Thank you. And to apologize for almost breaking your joystick. We're going to make it up to you through this.”

“How did you girls manage to change yourselves into this? Because this can't be the illusion spell you used on me when I lost my adolescent aura.”

“And it's not,” Twilight answered, “It's spell I came across and it allowed us to take the form of our moms or a woman we think of as a role model.”

Spike curiously started feeling Twilight/Velvet's body up making her moan.

“Oh, Spike! Easy,” Twilight blushed.

“Impressive, this transformation makes you feel exactly like her.” Spike marveled.

“Surprised us too when we changed into this.” Rarity admitted.

Spike looked at Twilight and the girls smiling, “Thanks girls. Despite what a horn dog I am, you're still able to tolerate me. And I am so grateful to you all.” he kissed Twilight who returned the gesture. He got off the bed and walked right up to the other girls and kissed them as well.

“I'll admit, I never imagined I'd be in my bedroom surrounded by the ladies I have dubbed MILF's. Even if it's just you girls in disguise, this is the closest I'll ever get to having such a chance. And I'll take what I can get. But if we're going to have a MILF harem fantasy here, we need the proper setting. I mean this is an auspicious occasion.”

“He's right,” Pinkie agreed, “We should do a monster lair setting. Spike is a beast and we are his captives.”

“Yeah, it's good,” Sunset admitted, “But what about this? A dungeon setting where we're captive queens and Spike is a hoarder of queens.”

“Actually, I got something else in mind.” Spike smirked.

“What is it, Spike?” Rarity asked.

“A classroom setting.” he answered.

“Excuse me?” Rainbow asked in disbelief.

“That's an interesting choice coming from you of all people, Spike.” Fluttershy admitted.

“I don't mind it,” Twilight said, “Though what's your scenario, Spike?”

“I play a sadistic school teacher who decides to discipline the mothers or guardians of the students.” Spike explained looking excited.

“Hmm. Sounds kinky.” Rarity admitted.

“I love it!” Twilight said excitedly.

“Sounds good to me.” Applejack admitted.

“I do like to be disciplined by you.” Rainbow added, while batting her eyes at Spike.

“I do too.” Sunset put in.

“Let's do it!” Pinkie cheered.

“Yay!” Fluttershy answered.

Spike looked around at his girls while knowing who they really are couldn't get over the fact it still felt like he was with the older ladies he has the hots for.

Later on in one of the rooms, which was designed to look like a high school classroom, Twilight and the girls were discussing how they were going to make their roleplay good for them as well as Spike. They were all dressed in clothes their mothers or parental figures would normally wear.

“Listen up, ladies,” Twilight began, “It's not enough to look like our mothers and such. Because if we want this roleplay fantasy to be as real as possible, we need to really act like our mothers and know how they would respond to the situation we will be in. Remember that we are trying to defend our daughters...ourselves...whatever, from a harsh and sadistic teacher.”

“That shouldn't be hard for me,” Rainbow boasted, “I just have to sound extra overly supportive. Shouldn't even be such a chore for Rarity and Fluttershy since their aunts are no different from them.”

Fluttershy and Rarity blushed, knowing how true that was.

Pinkie spoke up, “And I've worked with Mrs. Cake for so long I know exactly how to handle being her.”

Twilight nodded, “So let's get into character. Because you know Spike is really going to be getting into his character.”

Speaking of said young man, he was in another room looking over discipline files Twilight drew up for him to use in their sexual roleplay fantasy. He was amazed on how detailed each file was, which was something he had come to expect from his wife. Spike smiled appreciatively, knowing that Twilight would go through such lengths to make this work, from setting up a classroom setting to transforming into the MILFS of his dreams. He felt that he really needed to reward her for all of this as well the other girls involved.

Spike closed his eyes as he tried to get into character. As he looked over the disciplinary, he tried to get into the mind of a teacher who needed to enforce discipline, but has failed to do so with the students, especially when it came to troublesome school girls. He smiled lecherously as he chuckled in anticipation as he thought of creative ways to punish these mother figures for failing their daughters. Opening his eyes, Spike looked over the files again and let out a devious smile.

“Oh, yes...these are absolutely perfect!” Spike cheered. “Twilight really captured the perfect school crimes they could be accused of! And I'm gonna really have a ball with this!”

'I just hope after this you'll have less fantasies about their mothers.' Bahamut thought to him.

“You’re kidding me, right?” Spike replied, as he decided to get into his costume, “After all this, my MILF fantasies are going to overdrive!”

‘Why do I even bother,’ Bahamut groaned at Spike’s behavior.

Back in the classroom setting, the ladies were seated at the desks looking nervous. They didn’t have long to wait as the door opened and Spike entered the room, dressed in a suit and tie while bearing a strict demeanor. As he carried some files in hand, he took a seat behind the desk and addressed the women.

“Evening, ladies. I believe you know why you're all here this evening?” he began sounding professional.

Butter Cup spoke up pleading, “My daughter is innocent, Mr Drake! Whatever you have on her is a bum rap!”

“I can tell by your accent that you are Applejack's mother, correct?” Spike said as he glanced at Butter Cup, “Well, your sweet little daughter has been caught smoking in the girls room, mouthing off to school security and being guilty of having a sweet little ass, if what I'm hearing from male students is correct.”

Butter Cup frowned and seethed, “How dare you!? My daughter-”

“Has been around, Mrs. Apple,” Spike cut Butter Cup off as he smirked. “Some of the students even gave me pictures of her. They're quite vivid. Especially the ones where she takes several boys at once. Want to see them?”

“You lying piece of-”

“I suggest you be nice to me, Mrs. Apple,” Spike warned her, “Because your behavior depends on what I do about your sweet little Applejack. I would've expected a responsible heir from the famed Apple Family Farms, but all I see from your daughter is an authority disrespecting hooligan!”

Both Spike and Applejack, under the guise of her mom, were enjoying playing off each other. Applejack herself was really liking how authoritative Spike was acting.

“Leave her alone!” Rainbow Dash spoke up, acting like Windy Whistles.

Spike shifted his gaze to Windy and said, “Windy Whistles. You know, your daughter is quite extraordinary. Track star, soccer stand out and quite the boastful attitude.”

“There's nothing wrong with that!” Windy argued.

“Did I forget to add insecure?” Spike continued, “She wanted to be the team captain so bad that she slipped her competition something funny. I guess Rainbow didn't want any more competition for that spot!”

“That's a lie! My Rainbow would never do such a thing! She's being set up!”

“Nah, I already have proof. Like I told Mrs. Apple, your behavior will depend on what I do with that cheater of a daughter of yours, so I suggest you behave yourself...or your daughter is really going to get it.”

Windy sat down, giving Spike a very hateful glare. Mentally, she started getting horny at how bold and firm Spike was coming off as. Her panties were also getting damp.

Spike turned before stopping on Pinkie as Mrs. Cake, “Mrs. Cake. It's come to my attention that Ms. Pinkamena Dianne Pie has been a worker at your establishment Sugarcube Corner for many years.”

“Oh, yes, sir,” Mrs. Cake began proudly, “She is the best worker I've ever hired in so long. Always getting orders right and ready for the customers. She's a miracle worker, doncha know?”

“A miracle worker, you say,” Spike answered sternly, “Did you know she’s also a thief?”

“What?” Mrs. Cake asked in confusion.

“I've received multiple complaints from the kitchen staff in the cafeteria. Ms. Pie has been pilfering several desserts and sweets before they could bring them out for the students. That worker of yours is a sugar addict and has no self control!”

“Oh, my.” Mrs. Cake gasped in worry. Despite how she was acting, deep down Pinkie was getting excited from the thrill.

Spike turned to Fluttershy who was pretending to be her aunt, Grace Virtue, “Ms. Virtue. I understand your niece Fluttershy has an infatuation with animals.”

“Yes, she does, sir.” Grace confirmed wondering where Spike was going with this.

“Well, her infatuation with them has caused chaos in our science lab!” Spike continued.

“That's not like my Fluttershy to cause chaos.” Grace replied, acting confused.

“Our science teacher has informed me Fluttershy caused a riot in the lab during the frog dissection experiment by releasing all the frogs and every other animal we have in the lab. The whole lab was a total mess. And it's going to take the janitor a while before he can air out the poop smell!”

Grace/Fluttershy looked worried, though she started to blush at Spike’s attitude. Normally, she would take the lead when it came to roleplaying with Spike, but seeing him dish it out was actually turning her on.

Spike continued as he turned his attention to Stellar Flare, “Ms. Flare, you are currently housing Sunset Shimmer, correct?”

“Yes, sir. She's been like a daughter to me.” Stellar confirmed.

“Well, your daughter has more disrespect for school property than anyone I've ever met!”

“What're you talking about?”

Spike dropped some photos of graffiti art on school walls, “These were taken at the scene of Sunset vandalizing school grounds with her graffiti art like the troublemaker she is.”

“Sir, Sunset doesn’t have much of an outlet to express herself. The teachers here don’t think that what she’s doing is art and that it’s all just noise. She wants to get into a good art school and it's not like her art is offensive or anything, judging from the pictures you are showing me!” Stellar argued.

“If she keeps doing this on school grounds, who knows where she'll do it next! Like town hall, perhaps?! Bet the mayor will like that, wouldn’t she!?” Spike bellowed, making Stellar shirk back.

Spike looked over at Rarity as her aunt Emerald and spoke, “Ms. Quartz, your niece Rarity is nothing but a dirty little slut, isn't she?”

Emerald looked insulted and spoke up, “Excuse me?!”

“Not only has she been disobeying the dress code with her half naked attire, but she was also caught screwing a married member of the teaching staff!”

“My Rarity?” she asked in shock, “That's ridiculous! She would never stoop to that level of indignity!”

“She would if she was trying to bribe her teacher in changing her grade.” Spike countered.

“Why of all the-!”

“Careful, Ms. Quartz. Remember your niece's fate lies in my hands. It all depends on you. Or would you like to see further proof of your niece’s indiscretions!?” Spike sneered, making Emerald stand down.

Finally Spike turned to Velvet, “And you, Mrs. Sparkle. Your daughter is accountable for multiple missing school books that she has yet to return.”

“My Twilight would never hoard books that do not belong to her!” Velvet argued.

“I have a complete list of all the books missing from the library checked out with her name being last,” Spike dropped a pile of paper at his desk, “While your daughter is a gifted student, that is no excuse for hoarding school property. Makes me suspect that how selfish your daughter really is”

“Please, Mr. Drake our daughters and charges may have their little...problems, but they're not as juvenile as these incidents paint them as.” Stellar tried to reason.

“She's right. You just haven't seen much of their good sides.” Butter Cup put in.

“Enough!” Spike ordered, “I agree that your charges aren't completely at fault here.”

“You do?” Mrs. Cake asked hopefully.

“Yes. The ones to blame are all of you!” he pointed accusingly at the ladies.

“Us?!” Windy asked in outrage.

“You ladies have been too soft on them all your lives!”

“That is not true!” Butter Cup argued.

“We know how to handle our little girls and have never spoiled them to the point they think they can get away with anything!” Emerald put in.

“And this is coming from the aunt of the girl who just shakes her hips in someone's direction and suddenly they wait on her hand and foot?” Spike questioned making Emerald wince, “Or worse yet, open their legs up for any teacher just so she can get a better grade?”

Seeing Spike acting so dominant made the rest of the girls quite impressed. To them, this man...their man could really act when he put his mind to it. They knew they that should be acting deathly afraid of him, but they couldn’t stop blushing.

“Ladies...I’m a fair man,” Spike sighed heavily, looking at the ladies, “I may be willing to overlook punishing the girls...provided that you take their punishment yourselves.”

“Why you....,” Butter Cup glared, noting the lecherous smile creeping up on Spike, “You think for one second that-

“Please, sir. I'll do anything!” Velvet begged, “The last thing my daughter needs is a mark on her permanent record. Otherwise she'll never get into a good college!”

“Then you'll be first, Ms. Sparkle. Up to the desk, now!” Spike ordered, as Velvet walked up to the desk Spike sat at.

‘This is it,’ Twilight/Velvet thought, blushing as Spike looked at her lecherously. ‘Just look at him. He can’t wait to get his hands on this body. I know I should be jealous, but…”

“Sit down.” Spike ordered Velvet who sat down on the desk.

Spike got up and walked up to her, gripped her blouse and tore it open releasing her big breasts from containment. He didn’t waste any time as he began fondling those breasts and pinching her nipples. Spike thought back to his time with the real Velvet in the bath and how much she enjoyed being touched there. It had taken a lot of willpower to not take her up on that offer and settled for having her in his dreams. Still, hearing Velvet/Twilight cry out in pleasure as he fondled and groped her breasts made Spike very eager to go far with her.

“Mm, you’re such a handful, Mrs. Sparkle” Spike whispered as he forcibly grabbed and groped Velvet's. “You’re tits are as big as your daughter’s. You know, I always wondered how much I could teach her about her body.”

“No...leave her alone…,” Velvet moaned as Spike roughly fondled her rack while feeling new sensations in them she never felt before thanks to the spell.

'I wonder if this is Spike would've done with my mom if he ended up taking her up on her offer regardless if it was a joke,” Twilight thought as she felt Spike being more bold with her breasts, making her cry out. ‘I wonder if this is how mom felt when I grabbed and fondled her breasts. She really looked like she liked it. I bet she would have loved it if Spike did have her like this. Well, it's a good thing she didn't. I'm not sure if my mom could handle this kind of stamina.'

“You like that, don't you, Ms. Sparkle?” Spike teased.

“No!” Velvet cried trying to suppress her moans.

“Your mouth says 'no' but your body says 'yes'.” Spike whispered lustfully into her ear before slipping her blouse off her. “What’s the matter? Has it been that long for you? Your husband is not fulfilling your needs? I can do that, Ms. Sparkle. I can give you what you truly need.”

Spike continued as he pressed his lips onto Velvet's, forcing his tongue inside her. Velvet wanted to go deeper, but had to act submissive and let Spike take the lead. So she sat back and did nothing but act like a helpless victim. The young man reached behind Velvet's back to undo her bra allowing it to slide right off her. With her breasts exposed, Spike started sucking on Velvet's right nipple while pinching her left one. Wanting to play a bit rough, Spike bit into Velvet’s nipple, yanking it with his teeth and sucking on it, making the woman cry out. He moaned as he savored the taste of it. He started to doing the same with the other breast, but kept his hand on the one he was sucking on earlier.

“No! Stop...please!” Velvet cried, as she moaned in pleasure.

As Spike continued to toy with Velvet's nipples, the girl disguised as her mother started feeling a build up in her breasts and they suddenly started to squirt milk. Seeing this, Spike quickly started sucking on Velvet's breasts wanting to have as much as possible.

As this was going on, the others watched from their seats with most of them looking repulsed at how their girl’s teacher was treating their own friend. Windy/Rainbow however was secretly masturbating to herself as she watched. When Spike had started having his way with Velvet, she couldn’t help but feel horny, despite seeing Velvet being forced to submit to this teacher. She had dipped her hand inside her trousers and started moving her fingers inside her pussy while also pinching her clit. She had used her other hand to fondle her breast and it didn’t take her long to orgasm, her panties and trousers already wet. Windy couldn’t believe how much her body reacted to her own touch, but continued to play with herself as the sensations felt really good.

'I know I shouldn't be enjoying this for the sake of acting as my mom,’ Windy thought as she moaned, keeping her eyes on Spike and Velvet. “But man this is so hot. Although it doesn't help how easy it is for my mom to get an orgasm. I will never get that image of me peeking into her room and watching her out of my head. I still can’t believe I got so turned on by it. Bet Spike would love seeing mom play with herself. She’d probably love the audience.'

As Spike finished with Velvet for the moment he looked over the ladies, ready to pick out his next target. His eyes fell on Grace Virtue and smirked like a predator.

“Ms. Virtue, Come here!” Spike ordered.

Grace squeaked at the sound of Spike’s voice, before getting up and walked over to the desk.

Spike continued, “You're quite popular in the neighborhood you know?”

“What do you mean?” asked Grace fearfully.

“I think you know what I mean,” Spike continued, “You have so many men coming to see you at your shop but not for your flowers, but for you. I always hear you turn down their advances.”

“I do!” Grace argued. “I would never-

Spike cut Grace off as he forcibly kissed her on the lips. He the then quickly let her go as he grabbed her by the chin

“I don't buy it,” Spike sneered at Grace, making the woman shiver. “You can come off as this sweet delicate woman. But I know behind the facade is a dirty woman. You want to have those men enter you. You miss the touch of a man.”

“I'm not dirty!” Grace denied. “You’re wrong about me!”

“We'll see about that.” Spike replied, as he picked her up and placed her on the desk, and started to forcibly kiss her.

As Spike dominated her with his lips, Grace started to give in and suddenly started to try and dominate Spike with her tongue. She could tell that Spike was surprised by this, but she couldn’t help it. She knew that she was supposed to be the dominant one here, but she wanted Spike so badly.

Spike and Grace made out until they came up for air, and Spike whispered to her, “Fluttershy, what're you doing? You're supposed to resist me.”

“I can't help it,” she whispered back, “You know I love to be dominant when it's just us.”

“But you're not supposed to be you. You're your aunt.”

“Just go with it, and improvise.” Grace whispered back, giving Spike a new idea.

So they continued to make out while Spike forcibly stripped Grace down. Seeing her eager expression, he spoke to her, “Ms. Virtue, are you enjoying this?”

“No...” Grace denied as she shook her head. “I’m not like that.”

“Liar, I think I'm going to enjoy you,” Spike teased her while fondling her rack.

Windy, not feeling satisfied by masturbation alone, got up and screamed, “Leave her alone!”

Spike looked back at Windy. Feeling things were going off script, he decided to work it to his advantage, “Wait your turn, Ms. Whistles!”

“I'll take her place, you sicko! You can do whatever you want to me! Just let her go!” Windy begged.

Spike smirked as he beckoned to Windy and said, “You're really eager for some action, huh? Just like your daughter. Tell you what: why don't bring that mouth of yours and you can help Mrs. Virtue out.”

Windy walked over and started stripping down until she was naked. She looked back and forth between the sadistic teacher and her vulnerable friend, before speaking to Grace, “I couldn't stay back.”

“It's ok,” Grace smiled, “Let's be punished together.”

“Tick tock, ladies!”Spike spoke, clearing his throat as he dropped his pants and boxers exposing his rock hard erection.

Windy and Grace two gazed at Spike’s dick, admiring how rock hard it was. They blushed, with Grace licking her lips at the sight while Windy whiffed the scent of it, making her pussy damp again.

'Man, my mom gets wet so easily,' thought Windy as she looked down at the puddle of her own juices on the floor, feeling embarrassed.

“I'm waiting.” Spike said impatiently.

Both Grace and Windy went to Spike's crotch and started pleasuring his cock with licks, kisses, and sucks. Between licks, the two ladies would touch tongues and kiss, enjoying the taste of their lips. Their eyes went wide for a moment before they continued to make out with each other. Grace then inserted her tongue inside Windy and deepened the kiss, making her moan. Windy herself tasted Grace’s tongue and savored the taste of it.

‘It feels so different,’ Grace thought as she continued to kiss Windy. ‘I know it’s Rainbow and we have kissed before, but she feels so different....so good.’

‘I can’t believe this,’ Windy thought, her body on fire. ‘I’ve never felt this good before. Why is this body so easy to please!?’

Spike panted intensely as he looked down, seeing that Grace had gone back to eagerly licking his cock. Windy, or rather Rainbow, was trying her best to look ashamed.

“Oh, yeah,” Spike moaned, “You ladies do know how to please. Bet your husbands never had something like this in their pants.”

“Please, don't talk about my deceased husband in front of me.” Grace pleaded while acting sad.

“You’re a sick bastard, you know that!?” Windy added harshly, while keeping up appearances.

Spike continued to keep up the smug act, before looking over and saw Butter Cup had started to masturbate herself. Seeing her lose herself in pleasure made Spike smirk grow in even bigger as she watched her unbutton her blouse.

'She looks hot doing that...I know how to spice it up,' Spike thought to himself. He then spoke to Mrs. Cake, “Mrs, Cake, Mrs. Apple is looking lonely. How about you help her out?”

Mrs. Cake got up and said meekly, “Yes, sir.”

“Wait a minute, I don't-” Butter Cup protested, but was cut off by Mrs. Cake.

“Stay in character,” Mrs. Cake whispered. She then continued sadly, “Remember he holds all the cards.”

Butter Cup relented, and allowed Mrs. Cake to sit herself in her lap and started making out with her. She let Mrs.Cake take the lead as she felt her deepening the kiss, feeling her tongue inside her mouth. She moaned, loving the taste as blushed while also trying to look ashamed, even letting a tear escape her eye. Butter Cup’s eyes widened as she felt Mrs. Cake’s hand dug inside her blouse and started to fondle her breast, her nipple hardening at the touch.

‘I wonder if mom and Mrs. Cake ever did this when they were younger,’ thought Butter Cup, her blush taking a deeper shade of red. ‘They’re long time friends...maybe I should ask them about it.’

Spike's erection kept up despite his urge to cum while watching the Butter Cup and Mrs. Cake made out before remembering that Velvet was still seated on his desk chair. Despite her initial resistance, Velvet looked very willing as she watched Grace and Windy suck on Spike’s cock and found herself salivating.

Getting an idea, Spike turned to Emerald and Stellar and ordered with a sneer, “You two! Come here and give Mrs. Sparkle a little fun. Unless you want to find your daughters in trouble.”

Emerald and Stellar, keeping in character, got up and walked over to Velvet. Emerald spoke to herself, “If the paparazzi knew what I was doing here my reputation would be ruined!”

“Remember, Emerald, we're doing it for the girls.” Stellar reminded her.

Emerald sighed, “I know.”

Stellar and Emerald stripped down until they were naked, and started sucking on Velvet's breasts, tasting and drinking her milk. They had initially acted with revulsion at being forced to do the teacher’s bidding, but found themselves enjoying drinking Velvet’s breast milk while squeezing more out her nipples. Stellar and Emerald then used their other hand and started to rub Velvet’s thighs, making her groan at the touch. They both let go of Velvet’s breasts, feeling flushed at the sensations their bodies were experiencing. Stellar then went down to Velvet’s damp panties and removed them, seeing her inviting entrance as she wasted no time licking and sucking it. Meanwhile, Emerald decided to claim Velvet’s lips, kissing her as she made her taste her own milk.

Spike had closed his eyes as he relished the attention that Grace and Windy were giving him. He moaned as he felt very close to climaxing on the spot. It didn’t help that the women below him were taking turns engulfing his erect manhood into their mouths and playing with his balls. Spike gritted his teeth as he was about to reach his limit. He could feel both women licking up and down his shaft at a faster pace. Spike let out a loud moan as he climaxed, letting out his seed and staining Grace and Windy’s faces and breasts.

Grace and Windy got a good look at each other’s faces and blushed. Grace had decided to make the first move and inched closer to Windy’s face. She started to lick at Windy’s face of Spike’s cum, loving the taste and the embarrassed look that the other woman was giving her. After she cleaned Windy’s face, Grace beckoned her to come closer. Windy got the hint and she started to lick the cum off her face. After she was done, Windy kissed Grace deeply, holding her closed as her breasts mashed against hers.

Spike smirked as he saw the women go at it and spoke, “Such dirty women you are. You can’t get enough of my cum. You like it that much, you thirsty little sluts.”

“I do not!” Windy denied as she let go of Grace’s lips. “You're forcing us to do this!”

“Then why are you still wanting every last drop of it?” Spike teased as he saw Windy’s lips claimed by Grace.

Spike looked up and watched the rest of the MILF's make out before him. He could see Velvet had already surrendered to Emerald and Stellar’s touch. As much he wanted to really give it to Velvet, Spike still had to give his attention to the other women in the room. His lecherous gaze went to where Butter Cup and Mrs. Cake was making out. Making his mind up, Spike looked down at Windy and Grace. They were still going at it, though Grace had started to finger Windy’s pussy, causing her to climax again.

“I'll leave you two horny sluts to each other.” Spike spoke as he left Grace and Windy to themselves.

Spike went to Butter Cup and Mrs. Cake before chuckling, “Look at you two swapping spit. If I didn't know any better, I'd say you were used to doing this with each other.”

“We're not!” Butter Cup responded, “We’re married and we would never-”

“There’s no use denying it, Mrs. Apple,” Spike sneered. He then looked over to Mrs. Cake and asked. “What about you? You love having her like this, don’t you?”

“Yeah, we’re just good friends!” Mrs. Cake argued.

“Really?” Spike wondered, taking Mrs. Cake’s wrist and making her bend down, making her lay chest first on the desk, “Tell me, Mrs. Cake...how good a friend are you to sweet little Butter Cup?”

“Leave her alone, monster!” screamed Butter Cup.

“Tell me, Mrs. Cake,” Spike ordered as he pulled down Mrs; Cake’s panties. He spoke again as he inserted two fingers inside her wet entrance, “How long have you and Mrs. Apple played with each other?”

Mrs. Cake screamed as she felt Spike’s fingers go in and out of her. As much as she wanted to protest, she found herself loving it, her screams turned into moans of pleasure. Mrs. Cake’s eyes widened as she felt a smack on her rear. Then another one came, making her wince. She looked back at Spike and saw that she was about to smack her rear and again.

“Since... we were teenagers,” Mrs. Cake admitted tearfully, “We'd...occasionally practice kissing each other, mostly in private so no one could see us. We...we would get carried away sometimes and we ended up doing it. We could never stop...even when she and Bright Mac were seeing each other.”

Buttercup clamped her mouth shut and yelled, “Don’t tell him!”

“You two really are shameful.” Spike said with disappointment.

“Mr. Drake we were teenagers, we were just trying to figure things out.” Butter Cup pleaded.

“And did you stop doing it when you two married your husbands?” Spike questioned.

“Of course we did!” Butter Cup answered, trying to sound convincing.

Spike didn’t look convinced as he gave Mrs. Cake another smack on the rear.

“We...it was before Butter Cup's wedding,” Mrs. Cake admitted. “We had one last fuck for old time sakes.”

This caused Butter Cup to look away shamefully.

Spike shook his head and said, “What would your husbands say if they knew their wives were just a bunch of horny sluts to each other?”

“They can't find out!” Mrs. Cake pleaded.

“And they won't so long as you do as I say.” Spike said as he used his other hand to pull Butter Cup into a deep kiss. He let go of her lips and whispered into her ear, “Why don’t you enjoy some more of Mrs. Cake? I can tell you like her more than your husband. I’ll help you both in a moment.”

Butter Cup nodded as she picked up Mrs. Cake and started to kiss her once again. Mrs. Cake responded by deepening the kiss, interesting her tongue inside her mouth. They held each other close, pressing their breasts together, their nipples already hardened. The ladies felt hands rubbing and fingering their pussies and they let out a loud moan. They looked at Spike who had a big smirk on his face. They then looked at each other, their faces filled with lusts as they felt close to climax.

“Butter Cup...I missed this,” Mrs. Cake moaned, rubbing her body on Butter Cup, “I love my husband, but your body...I miss having you...I want suck on your tits and pussy...like we used to…”

“No... don’t say anymore...that was….” Butter Cup moaned, only to be cut off by another kiss from Mrs. Cake.

“Oh, yes…just like the times in the barn...you’d suck me so good….we’d even sneak away at night and go skinny dipping at our high school pool….you couldn’t keep your hands off of me.”

“Please...no more.”

Butter Cup and Mrs. Cake let out a scream as they climaxed, their juices spilling on the floor. Butter Cup, feeling exhausted, lay on top the desk while Mrs. Cake fell on top of her. They breathed heavily, but then started to groan as they felt Spike’s tongue licking at their entrances. Both women couldn't help but enjoy Spike’s attention as he licked the juices of their wet pussies.

Taking his mouth off the women’s entrances, Spike licked his lips and said, “So you two broke into your school's pool to go skinny dipping, did you? I can see where Applejack gets her disregard for the rules.”

“Please don't talk about my daughter that way!” begged Butter Cup.

“But it's a compliment. I like the rebel side in a woman, especially a young one.” Spike teased, while he continued to lick her pussy.

Meanwhile Velvet continued to get pleasured by Emerald and Stellar, with the latter pressing her breasts into Velvet's hard nipples as she had pushed her down on the desk. Stellar then forced her lips onto Velvet, their tongues wrestling inside their mouths. All the while, Emerald contented herself with licking Velvet’s pussy, tasting her juices.

As Velvet and Stellar came up for air, the latter whispered to her, “How're you holding up?”

“I'm hanging in there,” Velvet replied, as she moaned at Emerald licking her pussy, “I can't believe how differently pleasure feels to my mom when she's touched in the ways I'm normally done by Spike....or any of you.”

“I know what you mean,” Emerald agreed as she pulled Stellar up and started fondling her breasts. “Everything feels so different...it feels like the first time in this new body...I want Spike to touch me so I can feel more.”

“And just look at him having the time of his life.” Stellar said as she looked at Spike, who by this time had started screwing Butter Cup and Mrs. Cake before Windy and Grace joined them.

Velvet smiled as she picked herself up and looked at Spike. She knew how much this meant to him and how this was making up for how she reacted this morning. Even if they were going off their plan a bit, she wanted to dominate her husband so much.

Emerald caught the longing in Velvet's eyes. She smirked and gave Stellar a knowing look and receiving a nod in return.

“Let's go,” Emerald spoke as she Velvet and Stellar marched up to Spike with intent, who was currently getting his front and back rubbed by Windy and Grace's breasts, after they stripped his shirt off.

“Mr. Drake!” Velvet spoke up.

“Yes?” Spike asked.

“We've been putting up with your insults and criticism about us and our girls, but now we can no longer tolerate it!” Stellar said, her hands on her hips.

“So you're defying me now?” Spike questioned, “That's ok, because I can just as easily write them up to the principal.”

“Oh no won’t!” Velvet shouted, “We will no longer take our punishment or what you said about our girls. So now, we're going to punish you!”

“Punish me?” Spike laughed, “And just what makes you think you can do that?”

“There's seven of us and one of you.” Emerald answered.

“You may be the sadistic teacher, but we're mothers with an attitude.” Stellar replied.

“And if you don't destroy those files you have on our daughters, well...we're just going to have to convince you to do so.” Velvet smirked.

Spike, knowing this was going off their plan, wondered what they were planning until Velvet grabbed Spike and dragged him back to his desk, laying him down on top of it before gripping his dick in her hand.

The young man groaned and thought, 'Not as tight as she gripped it this morning, but man that's hard.'

Velvet started sucking Spike's dick hard, with her head bobbing up and down. Spike moaned as he tried to sit up, only for Windy and Butter Cup to hold him down by the arms.

“Still not convinced?” Emerald asked, smiling sadistically. She then got on top of the desk and face sat on Spike, allowing him to get a good look at her wet pussy, “Then maybe this will be more helpful, darling.”

Emerald didn’t have to wait long as she felt Spike’s tongue attacking her pussy She cried out in pleasure as she started moving her hips in an effort to feel more stimulation. Emerald then started fondling her own breasts, pinching her nipples. In no time, she felt a new sensation as she started squirting breast milk. The sight of it made her feel even harder as she lifted one breast to her mouth and started drinking the milk, moaning as she savored the taste.

Meanwhile, Grace got behind Butter Cup and started fondling her breasts while Stellar did the same for Windy. The two stimulated their fellow mothers as they pinched their nipples, kissing and licking their necks. They intensified their stimulation to the point that Butter Cup and Windy eventually started squirting their breast milk. Grace and Stellar moved to get closer to Butter Cup and Windy’s breasts and started drinking up the milk, making them moan in pleasure.

Velvet continued to suck Spike dry, drinking up what little cum he was releasing. Not wanting to wait any longer, she climbed onto the desk straddled him until she felt Spike’s manhood entering her pussy. Velvet then started to move up and down, feeling Spike’s length inside her. She began to fondle her breasts as she moaned loudly. She was getting close to another orgasm, but held on until Spike could fully release into her.

Emerald began to breath heavily as she was reaching her limit. She didn’t want this end as she felt Spike's tongue inside her womanhood, but she knew she couldn’t hold back. Finally, Emerald released her juices onto Spike’s face. She got off Spike and cleaned his face, licking her juices off him

Spike laid on the desk enjoying Emerald's tongue licking his face juices while Velvet rode him like a cowgirl. As much as he liked playing the dominant role in this whole affair, he found that he really liked it when the girls were more dominant with him. He didn’t even attempt to struggle as Velvet rode while he was being held down by Windy and Butter Cup. Spike truly loved their strength and the love they were showing and as he looked at Velvet’s pleasure filled face, he smiled fondly as he was getting close to bursting inside her.

'This has taken a better turn then I imagined!' Spike thought as he closed his eyes.

“I'm not going to let you hold back on me, Mr. Drake!” Velvet yelled, “I want you to come inside me...I want every last drop of you! Show how much better you are than my husband!”

“I’m...getting close,” Spike grunted.

“Mr. Drake!” Velvet moaned. “I’m going to come!”

“Mrs. Sparkle!” Spike moaned as well.

Their moans echoed throughout the room as they both released. Velvet coated Spike’s shaft with her juices while Spike released his load inside her. Velvet squeezed her breasts hard and released more of her milk. She then bent down and forced Spike to drink it. She felt him nibble at her nipple as she let out more milk for him to feed on. Velvet then towered over Spike and looked at him with a smug face.

“Don’t think you’re done yet, Mr. Drake,” Velvet smirked, “You still have these other women to satisfy. Time to prove that you can indeed take on all of us.”

“Yes...mommy,” Spike responded.

Some time later in the master bedroom, all of the girls, still naked and transformed into their mothers or role models, laid all around the bed, with some like Windy and Grace spooning each other, Butter Cup using Emerald's breasts as pillows, and Pinkie using Stellar’s body as own her hug pillow.

Spike and Velvet were lying face up close to the head board relaxing. Velvet rolled over and spoke to Spike, “So, Spike...what did you think of your erotic MILF fantasy?”

Spike looked at this wife turned into his mother-in-law, and answered, “This has been one of the greatest sexual experiences I've ever had. Even if it wasn't with your real moms, this will be the closest to the real thing. You all felt so different and I'm so grateful to you and the girls.”

Spike sat up and crawled down to each of the girls and gave them all a gentle kiss making sure not to disturb them while they were sleeping.

As he laid back next to Velvet he wrapped his arms around her burying his face into her boobs to motorboat her. Velvet giggled and said, “Bet you're starting to wish you did this with my mom when you bathed together, huh?”

Spike looked up from Velvet's boobs and spoke, “I meant what I told her. I love Velvet as my mom and I would never jeopardize her marriage or mine for just a fling. You’re my wife and I couldn’t bear the thought of losing you. Out of all the girls in my harem, Twilight, you'll always be number one to me.”

Velvet smiled as tears of happiness fell from her eyes. She went forward pushing her lips against Spike's, as they made out. As they kissed, Velvet started feeling something inside her change. All the sensations she felt suddenly disappeared and her body had its normal sensations again which meant only one thing.

Spike parted, and opened his eyes to see his wife was her normal self again. He gasped, before looking down seeing the rest of the girls had changed back as well.

“Spell finally wore off.” Twilight answered.

“I'm glad it did,” Spike admitted, “I love looking at your natural beautiful face.”

Twilight blushed and hugged her husband before kissing him.

When they came up for air, Spike spoke to her, “I love you Twilight Sparkle Drake.”

Twilight smiled and replied, “I love you too, Spike Drake Sparkle.”

“Thank you so much for all you've done for me today. How can I ever repay you?”

“Well...there is something you can do for my mom.”

“What would that be?”

“Well, a little bit of your DNA will do.”

“My DNA?”

“I promised my mom I'd teach her the spell I used on us today...and she wants your DNA for dad.”

Spike processed Twilight’s explanation and caught on, “Oh...oh!”

“So will you?” Twilight asked hopefully.

Spike smiled, “Anything for mom.”

That night in Canterlot at the Sparkle home, Velvet was sitting up on the bed naked before calling out, “Night Light! Honey, are you ready?”

“Give me a moment, sweetheart! It's starting to kick in.” Night Light answered.

Velvet watched the door of their bathroom with excitement, knowing what was going to come out. When the door opened, out stepped Night Light, who after taking the potion Twilight had sent Velvet mixed with Spike's DNA, had become Spike himself in dragon form.

Night Light as Spike posed sexually for Velvet and asked, “So what do you think?”

“I'm feeling hotter than the Dragon Lands.” Velvet fanned herself while panting.

'Spike' looked himself over and said, “Oh, yeah. I dig this muscle tone, and these wings. Too bad I don't have an armor form to go with this.”

“I think it's better this way...so I can feel you....everything from you,” Velvet replied as she beckoned ‘Spike’. “Come over here, handsome.”

“Yes, mommy!” ‘Spike’ said getting into character before going over and got on the bed cuddling up next to Velvet.

Velvet and 'Spike' started to make out with Velvet gripping 'Spike's' tail and stroking it as if she were giving him a hand job. Back when she was taking a bath with the the real Spike, her only glimpse of Spike's manhood was through a towel, but now that she had his dragon dick in her hand, stroking it. Velvet breathed heavily as she tugged on it faster and faster. Hearing 'Spike' moan at her touch has made her heart swell with pride. Velvet then felt 'Spike's' hands on her breast, groping them hard and noted how different the real Spike's human hands were different in comparison to his Dragon enhanced hands.

“I love boobs! I love them so much!” 'Spike' said excitedly, while staying in character.

“And they're all for you, my baby boy,” Velvet giggled and moaned as her husband, under the guise of her son-in-law, groped her breasts.

Velvet then guided 'Spike's' face to her right breast and he started sucking on it. As 'Spike' fondled Velvet's one breast while sucking on the other, Velvet moaned and started feeling a build up in her breasts. She even started getting wet at her entrance as felt she was about to burst.

'Oh, so this is what it could've been like if Spike and I had really gone through with it. It feels so much better than a dream.' Velvet thought to herself, feeling pleasure from the dragon's attention.

'Spike' continued to toy with Velvet's boobs, until her milk started flowing out through her nipples. The transformed stallion started licking it all up and sucking out more. Even though Night Light had Velvet's breast milk before, experiencing it as a transformed Spike felt so different as the breast milk dripped onto his lips.

After 'Spike' licked up all the breast milk, Velvet rolled over and pinned him to the bed and purred, “So you love my boobs, do you? Well, let me show you exactly what they can do.”

Velvet got down to her transformed husband's crotch, and wrapped her boobs around his manhood. As she began rubbing her enormous flesh bags around 'Spike's' dick, the 'young man' panted, as his crotch brushed against the soft texture of Velvet's breasts. Velvet watched how excited her husband was getting, and thought back to her time with the real Spike in the baths. It had been tempting to take him right there and there, but she loved her husband too much to betray him. Still, she was glad that her daughter did her this favor because, as erotic as her time with Spike was in the baths, nothing could be better than having her breasts play with the enormous dragon cock in front of her.

“Mommy, I'm almost there!” 'Spike' cried.

“Do it, Spike! Come on your mommy's boobies!” Velvet ordered, as she rubbed his dick faster.

'Spike' moaned, as the build up was reaching it's peak, before he released his load onto Velvet breast and face. As he finished releasing his seed, 'Spike' looked down on Velvet's and saw her stained face and breasts. His cock had remained hard at the sight as Velvet started to lick the cum off her breasts. Seeing Velvet hungrily licking his cum made him smirk and wanted to do more to her.

Velvet looked up to her husband and spoke, “Spike, be a good boy and help clean your mommy up.”

“Ok.” he answered, as he moved down and licked all he could off Velvet until she was clean. “How was that?”

“Perfect,” Velvet answered, as she held his head to her boobs, “You're the best son-in-law a mother could ask for."

“I'm glad to be part of your family,” 'Spike' responded and thought, 'Wow. This role play has been the best one we've ever done. I wonder if Spike will consider loaning me more of his DNA from time to time if we decided to do this kind of thing more.' he snuggled up into his wife's boobs while understanding what it truly felt like to be the reincarnated Dragon King.

Author's Notes:

Editing done by Duke Moon II

Don't miss next time where Spike and the girls take a little trip to Griffonstone and face a creature out for revenge on the Griffons