This is in 3rd POV. The timeline for this side-story is before Lily got adopted/moved into Diamond Tiara's family.

Will contain: Rape, Non-Con, Vaginal, Cum Inflation, Gelding, Knotting, Foalcon, Becoming A Futa, Necrophilia, Pony Eating Griffon Flesh, Cock Vore, Cum Digestion, Autofellatio, Oral, Masturbation, Hyper, Impregnation, Estrus, Ball Inflation, Watersports, Urethral Penetration, Urine In Balls, Urine Inflation, Ball Growth, Body Transformation, Species Change, Anal, Oral Vore, Vore, Deepthroat

Lily was at home alone, after 2 years since she killed her abusive dad, she had to take care of herself since then. It was summer vacation and it was close to the next summer sun celebration. She does have friends at her age, but they got their own thing. But, she does got a friend that came to this Equestria sometime ago and likes to visit from time to time. He goes by the name of Willight Robinbine.

When he first came to this Equestria, he'd known about Lily herself, like he created her, which he did told her about this. Ever since then, they both got along fine like apples and pears. Earlier, she got a letter saying he was coming for the 4th of July to celebrate it together.

That was 8 hours ago and now, the sun was starting to go down by Princess Celestia in Canterlot.

Where is he? Lily thought to herself, wondering if her friend was coming to visit or not. She was sitting in a chair in the living room that was facing the front door. Her living room was composed of what a living room in a ponyville house looks like. The wall behind the chair that Lily is sitting in has a family portrait of herself and her dad. She was looking at the front door in that chair, waiting for him to visit her.

She just groans in frustration, putting her hoof on her face, her eyebrows furrowed. "Where is he?!" She exclaimed to herself. "The letter said he was visiting me at 5 in the evening, but he's not even fucking here!"

She didn't even care if she curses out loud. He was running 25 minutes late to visit her. The clock on the wall shows 5:25 PM. "I better hope he even fucking visits me."

She closed her eyes to try to calm down. Just calm down, he'll get here when he gets here. She breathes in and breathes out, calming herself down from her anger. I'll just get something to read while waiting for him to arrive.

She got out of the chair she was sitting in and walked to the pile of books that was on the coffee table and picks up a random book from the table. She then walks right back to that chair with book in hoof, got back on it and starts to read it.

Minutes had past while she was reading the book she picked out. She looked up at the clock, 6:09 PM. She closes the book and put it aside. She looked out the window, it was getting dark outside. She sighs in disappointment. I don't think he's coming to visit me at all.

Suddenly there's a knock on the front door. Her ears perk up at that sound. Is that finally him?

She got up and walked to the door, she grab the doorknob in her hoof, turning it to open the door. Upon opening it, she saw a familiar griffon in front of the door. Her face turn into an angry look. "Where the fuck were you been at Willight?!" She pointed a hoof towards his chest. "I've been waiting for over an fucking hour for you to get here!" She let out an angry snort through her nostrils.

He put up his claws in retaliation. "Whoa, whoa, whoa! Calm down Lily. There was a reas-."

If looks can kill, then Lily killed Willight with that death stare of hers. "Inside now." She demanded, no, ordered him.

He just sighed. "Fine." He walked through the door, making his way inside Lily's house.

After he walked inside, she closed the door, turned to face him and said. "Now, tell me the FUCKING reason, you were over a hour late!"

He began to start sweating. "I..."

"Do you want me to hurt you with a knife?"

He shakes his head.

"Tell me were you been for the past hour."

"I... I..."

"Whelp, I'm getting that knife." She took her knife out of her pocket dimension. Now with her knife in her hoof. "Tell me where you been, if not, then I'll hurt you with this knife."

He starting to hyperventilate. "I..."

She took the knife and swung it at his left hindleg, he screams as his left hindleg been cut, blood starts to drip out of the wound. "You don't want me to cut your right hindleg if you don't tell me where you been for the past hour Willight."

Tears falling out of his eyes as more blood flows out of his left hindleg, making him whimper in pain.

She just sighed annoyingly with an deadpan look. "Okay, you won't tell me why you were late, I'll just have to punished you instead." She raised her hoof that's not holding anything and smacked his left hindleg that's still bleeding hard. The smack to his left hindleg made him squeal in pain. She smacked his left hindleg again and again until there's a bright red mark from being smacked repeatedly. Satisficed with this, she then looked at her hoof that's now covered with Willight's blood, she took her blood covered hoof to her mouth and started to lick it, tasting the metallic taste of the blood. After tasting it, she started to moan of tasting his blood. It was way much better than the taste of her own blood. This is the blood of the gods. Her clit started to wink from tasting the godly blood of Willight. She wanted more of this blood, this godly blood. She looked at his left hindleg, it stopped bleeding. Maybe there was another way to get more of his blood.

She then thought back from the time she was killing her dad. She did cut his balls and ate it, then it hit her. His balls, maybe she can cut his balls to get more of that godly blood in her.

She then looked at his face, his eyes were closed, maybe because of all of that blood he lost. His chest was still moving as he was still breathing.

She then looked at his crotch, his cock was fully out and fully erect. Maybe she can get his whole cock in her including that knot of his. The thought of his knot going inside her, made her have an orgasm. Filly juices came out of her fillyhood, making a mess under her. I'll get your blood one way or another and also your power as well, making me, the most powerful pony Equestria has ever seen. She thought as a evil smirk appeared on her face.

She then moved her mouth over to his cock and start to lick it, getting a taste for it. She moaned as she was liking the taste of his griffon cock, she even gave his balls a taste as well. Perfect.

She stop licking, and started to move her body to get his cock just above her fillyhood. And with that, she went down on his cock into her fillyhood, hard. She gasp and moan, very loudly, as his cock hit her cervix. The only thing left to do is get his knot inside her. Her clit was winking against his cock, making her moan, sexually. She felt those veins of his cock inside her, making the inside of her fillyhood squeeze his cock, tightly, trying to milk his cock. She was loving this. Fucking him while he was unconscious.

Now for the moment of truth if she can get his knot inside her. She then press down even further. Her cervix was opening, making her moan even more, she even felt her virgin blood coming out of her fillyhood. Her fillyhood touch his knot, she was well aware that his cock was inside her womb. Now she try to press down on his knot, her fillyhood was spewing out vaginal fluids onto his knot, making it easy for her to push down onto his knot. She felt his knot pass inside her fillyhood, until she felt his whole knot was inside her. She looked down and saw a bulge, meaning that, his cock was really inside her. She really moaned from having his whole cock inside of her including his knot. Now with his whole cock inside of her, she started to move up and down, but with his knot inside of her, she couldn't get the knot to come out, so she just continue to fuck this griffon. The inside of her womb was really burning, like a heat that needs to be put out. She felt his cock twitch as she kept on fucking.

"Fuuucckkk." She moaned as she felt his cock twitch even more. After a minute has passed, she felt his knot get bigger, ready to pump cum inside of her. And after a few more trusts, she felt it. His cock started to spew cum inside of her womb. She felt her womb was getting alot of cum and started to get inflated. And after just 9 seconds, his cock stop spewing cum into her. She left the cock inside her for awhile until his knot was coming back to normal size. She then started to get off of his cock, slowly, she felt the knot was starting to come loose from her tight fillyhood and all of the cum that was inside her was coming out as she felt the knot was out of her fillyhood, the rest of his cock was slowly coming out of her fillyhood until his whole cock was out of her, making a mess of cum that was still coming out of her.

She knew today was when her estrus kicked into full force. She has a weird estrus schedule for every season of the year. And today was that day for her estrus to effect her. The heat that was burning inside her was no more, with the left over cum that was still inside her womb. She knew she was gonna get pregnant from this, that, she has a secret pregnancy fetish, including to have sex while being pregnant. She imagine that all of those sperm was traveling inside of her fallopian tube to her egg cells to start making her pregnant.

She put a hoof on her belly and start to rub it. I can't wait for what kind of foal/foals I'll be having and the name/names for them. Thank you Willight for making me a really happy filly. Now onto other matters.

Her knife was on the floor and now she grab the knife back onto her hoof that she was holding the knife on. I think its time for to get his blood. But the feeling in her bladder has giving her a different thought. I do need to go badly. Maybe I can go pee inside his cock into his balls to get bigger. She nods to herself. She decides to do this.

She puts the knife inside her pocket dimension, but gets out a tube that's for if you want to let your urine inside another urethra or womb. She sticks one side of the tube inside his urethra and the other inside her urethra. With that out of the way, she lets out a sigh to relax herself and felt herself orgasm again as her full bladder releases its fullness into the tube that was inside her urethra. She looks down as she saw her urine go through the tube to inside his urethra. She saw his cock twitch as her urine went through inside his cock.

As time went by, she saw his balls started to grow from having urine inside them. And after awhile, she felt her urine stream to slow down as she felt her bladder to finally have no urine in there. A few seconds later, her bladder is finally empty.

She look at his balls, they look pretty big from having all of her urine inside there. She grab the tube and pull it out from both of her and his urethras and put it back inside her pocket dimension.

The thought of her urine mixing with his cum inside those balls made her felt herself getting wet again from her fillyhood. She grab back the knife from her pocket dimension onto her hoof that she was holding the knife from earlier, grab his balls with the other hoof, she then pull on his balls with no reaction from him. He was really unconscious. With that knife ready, she started to cut his balls off. Her knife cut through his balls with ease, getting blood on the knife. And after cutting for a short time, his balls was not connected to him anymore, with blood poring out, making a mess below on the floor.

She looked at the bloodied knife and started to lick his blood off of it. His blood tastes soo good, but it was not enough. She wanted his powers right now, she wanted a cock and balls of her own right now, she wanted EVERYTHING FROM HIM!

She throws the knife over her shoulder that hit the floor next to her kitchen, she looks at his big balls that was still in her hoof and started to gorged herself with his big balls in her mouth. The blood that she licked from her knife, made her teeth really sharp like a predator eating their prey with those really sharp teeth. She tasted his cum that was mixed with her urine from a little bit ago, making his big balls taste even better. And after really biting and chewing his big balls, she swallowed it making a bulge in her throat as his big balls went down her esophagus and into her awaiting stomach.

She needs MORE of him inside her, but not all of him yet until she gets a cock and balls of her own so she can put all of him inside her cock. She lick her lips with her tongue as she was getting ready to pick a spot to take a bite from.

"Hmm, where to fucking bite/eat you next?" Lily wondered. She looked at his throat, his throat looked/smelled fantastic to bite/eat there. So, she grabbed him and put him down where he was lying down on his back. She then walked to his throat and smelled it. She made a shit-eating grin as she opened her mouth and went down on his throat, biting it hard with her very sharp teeth like Alucard did to the big-titty police girl after she was shot in the heart by a vampire. She was sucking up his godly blood and after she suck up the blood from his throat, she started to close her mouth to eat his throat. Eating up what was inside his throat, blood, gore, and other stuff inside his throat. It tasted like chicken. After fully closing her mouth, she swallowed up the piece of his throat whole down her throat. She saw his neck bone exposed from the bite.

"I think I killed him." Lily said, but just to be sure she really killed him, she put her ear to his chest, trying to listen for a heartbeat from him. She heard nothing. "Yep, its confirmed. I really did killed him. He's really dead."

After she'd sucked up the blood from him, her body started to change. She felt her body started to change. Her tongue started to get longer and more bat-like, bat-like wings started to grow on her back, her ears started to change into bat-like ones, cock and balls appeared under her with the cock fully erect, her eyes went slited, her crotchboobs grew a little bigger, and her gag reflex disappeared. Her cock rubbed between her bigger crotchboobs, making her moan. Her new bat-like wings were fully stretched, like a wing boner. Her clit winked from her cock get stimulated between her crotchboobs. She grab her cock with both hooves and started to masturbate it. She moved her hooves up and down on her cock fast as she put her cock inside her mouth, giving herself an oral.

Her cock throb as she put her new tongue to usage, wrapping around her cock with her long longue and started to bopping up and down on her cock. After awhile, she removed her cock from her mouth. Her cock was throbbing and twitching with pre coming out. She then had an idea to fuck his dead corpse in the ass.

But before she fucks his ass, she grab his head and pulled it from his neck, making the neck snap in two, as his head came off from his body. She then throws the head in the air and it lands in her mouth as she swallows it whole. And now with his head gone, she can finally fuck his ass. She went over to him, grabbed him, and flipped him over on all fours. She then grab the base of his tail and yanked it off of his body, leaving his ass exposed. She then put the base of his tail on the tip of her cock and push it down her urethra until end of his tail was left, she pushed the end of his tail inside her cock, making his tail get inside of her balls, digesting it, turning it into cum. After she felt her balls turn his tail into cum, she then mount herself onto his back, her cock touching his anus and then slide in.

Even though he was dead, the inside of his ass was warm. Like really warm. She felt this warmth on her cock as she was sliding all the way in. She felt her whole cock inside his ass, really twitching and throbbing. Her clit was winking as she started to thrust her cock in and out of his ass. The feeling of this was amazing, fucking a dead body in the ass. She kept thrusting and thrusting and thrusting in and out of his dead ass.

After sometime had passed, she was getting really close to cumming. She groaned as her balls was attracting up, cum from her balls going through her urethral tube and finally out of her urethra and into his ass, filling him up. Spurt after spurt of cum going in his ass and into his stomach as each spurt of cum was expanding him. Alot of cum was coming out of his open throat.

This didn't last forever as her orgasm with her new cock died down, but she's still fully erect. Earlier, she gave herself a blowjob, but didn't cum. Now she wants to cum in herself. But she wants to be fill with alot of cum for her stomach to digest.

If her balls digest his tail, then she can get her balls to digest the rest of the body. But how? Her cock isn't big enough for to fit the rest of the body in her cock urethra. Maybe she can make her cock into a hyper one. Yeah, she can with the powers she got from sucking up his godly blood.

All she has to do is make her cock bigger and wider, so that a dead body can go through her cock urethra. She closed her eyes and imagined her cock turned into a hyper one. As she did this, she felt her cock grow. She felt it grow in size and girth. When she opened her eyes, she smiled. She sees a fully erect hyper cock right in front of her. Perfect.

But first, she looked below him. Even though he is dead, his penis is still erect. She licked her lips with her tongue as she went under him, opened her mouth, and took his whole erect cock into her mouth. His tip touched the back of her throat, then it bend down into her throat, causing her throat to bulge. She then bite down on the cock fully, what was left over of after she cut his balls off, just been released down her throat. She felt the left over cum just flowing down her throat. She also felt something else flow down her throat, maybe it was what was left of his bladder. Yeah, that was definitely it. Both cum and urine flowing down her throat. After a minute of those both down her throat, the flow stopped. She lift her head as she was looking up, and just let the bit off cock slide down her throat. She can feel it sliding down her throat and with that out of the way, she can now get the rest of his body into her cock so it can be digested into cum for her to shallow and maybe get his powers in the process. Little does she know that once she swallows the digested cum, she'll transform into a griffon with that equine cock she still got.

She got out of under him, grab his left hindleg in her left hoof, and put it on the tip of her cock. When she push his left hindleg on her cock, her cock urethra widen as she continues to push his left hindleg inside her cock. Her cock bulged as that hindleg continues to go inside her cock, she then grabs the rest of his body so that it can slide down her cock. She lies down on her back and just let gravity do its thing as his left hindleg went inside her cock. She felt her cock bulged even more as she saw the rest of his body slowly disappear into her cock. And after a moment, the rest of his body went inside her cock, but it was stuck, so she used her hooves to push down the huge bulge her cock was showing. She felt the body move and after her hooves reach the base of her cock, the huge bulge was gone and she felt the body in her balls.

Her balls growl and groan as it begins to digest the body that was in there to turn into cum. She felt her balls was getting heavier as her balls digest his dead body. Her balls keeps digesting his dead body for about a half of a minute until the noise stop. Her balls feels really heavy from all of the cum in there.

So she grab her cock and bend it so that she can take it in her mouth. She opened her mouth and push her cock inside it, she kept doing this until she can't anymore. She then used her tongue to lick the underside of her cock, she even started to suck it. She let out a lusty, throaty moan as she continues to lick and suck her cock. The last time she deepthroated a cock was with a futa mare by the name of Kay Bronze Faraday Spoon of the Spoon family right here in Ponyville when Diamond's only friend Silver Silvia Spoon invited her. This was before Diamond made Silver her only friend. Kay was special in her own way.

See, when Silver invited Lily to her house for a sleepover, she really wanted Lily to meet with her Aunt Kay that was visiting Ponyville for a while at the time. The only ones who knew Kay was a futa mare was Silver herself, Lily after she was invited to Silver's bedroom, and Silver's parents. Lily had fun with Kay and Silver together. Lily wished one day to have her own cock to have.

And now, she got one from sucking Willight's godly blood. She moved one of her hooves to touch her balls and started to mess with them. She felt all of that cum inside them sloshing around as she continues to deepthroat herself. This made her clit wink.

50 seconds later, she felt her balls attracting up as she was about to cum. Then she felt the force of the cum as her stomach begin to fill up with cum. She closed her eyes in ecstasy as her balls continues to empty of all of that cum in there into her stomach. Then she felt something going on with her body, like something changing. Her entire body began to change as her balls still bringing cum into her stomach. She felt her stomach start to bloat with her cock continue to spurt out cum.

Awhile later, her balls completely emptied itself of the cum. Her cock slid out of her mouth as it gone soft. She was out of breath. Her eyes rolled back as she passed out right on her living room floor. Little does she know that when she wakes up, she won't be a pony anymore.