Small waves crashed against the sand while Celestia’s sun shined bright above as the Cutie Mark Crusaders observed the beach before them from the boardwalk. What was a work trip for Rarity was a vacation for the three preteens, and after a moment of taking in the sights, they hurriedly skated down the boardwalk once again. Scootaloo, of course, was the most energetic of the three, jumping onto anything she could grind along and keeping pace with her two friends while doing so.

	The trio were all wearing clothes from Rarity’s new line of beachwear for fillies, and Applebloom knew Applejack would kill her if she saw how she and her nubile friends were turning heads right now. The young Apple filly wore a tiny, tiny string bikini top, pink to match her bow, and daisy duke jean shorts sheared down almost into a thong to show off her backside. 

	Scootaloo was still doing her tricks, rollerblading backwards with her cute butt sticking out for anyone to see thanks to her tight jeans. She grinned at her share of attention before turning to face forward, showing off the mesh swim top that covered her shoulders and chest, flaunting that there was nothing underneath it save for a pair of nipple rings with a chain between them, the ones she got when the girls tried to be bodywork artists. It was hard for her to not revel in the attention she was getting as the three continued down the way.

	Sweetie, however was getting the most looks by far as she rollerbladed down the walkway in nothing more than a string monokini that barely hid anything, her budding breasts squeezed down under the band as it only covered her perky nipples. The view from behind her was just as impressive, given the floss that was slipping between her rounded ass and leaving nothing to the imagination.

	The three teen fillies came to a stop in front of the boardwalk’s arcade, laughing and giggling as they stood in the parking lot, a sandstone barrier separating the asphalt and beach. “That was awesome!” Scootaloo was the first was to blurt out with a grin. “Did you see how many ponies were looking at us? We look awesome!”

“Yeah!” Sweetie squeezed out, “I know Rarity said we’d get a ton of colts wearing this stuff, but I didn’t think that many would be interested.”

“‘Course they were.” Applebloom grinned, her nipples poking under the thin fabric of her top, “I mean look at us. We look ready ta suck off every guy here.”

Sweetie Belle blinked confused at that suggestion, “Wasn’t that the plan?”

Scootaloo, meanwhile, rolled her eyes, “No, we’re not going to fuck all of them. We gotta find the best ones.” Both of her friends seemed to notice Sweetie Belle pout at that, and Applebloom merely shook her head before looking at Scootaloo.

“Come on Scoots, she was lookin’ forward to it.”

Sweetie flashed puppy eyes at Scootaloo who then rolled her eyes then smirked, “Fine, but you two owe me.”

	Suddenly, the orange filly skated around her two friends, slapping Sweetie Bell’s pale ass and pulling down Applebloom’s daisy dukes to reveal her slick pussy, already wet from the stares they got on the beach. She then hopped onto the sandstone barrier of the parking lot and pulled down her own jeans before taking in a large breath and yelling out, “Three free fillies looking for cocks! Come and get it!” 

	Heads turned as ponies and zebras alike looked at the three fillies in various stages of undressed. There was murmuring and confusion, some wondering if they were on a hidden camera show or something just as odd. Applebloom rolled her eyes at that, “Comin’ on a little too strong there, Scoot. Ya gotta…” She stopped mid sentence and kicked off her shorts, “... encourage ‘em.” The young Apple filly sashayed around the barrier and kneeled in front of the orange filly, pulling her down to sit as her mouth went to work on her friend, gently splitting her slick lower lips apart as her tongue teased the young filly. Scootaloo moaned sluttily, leaning forward and pushing Applebloom’s head deeper into her crotch as her tongue lapped away. Behind them, Sweetie Belle’s hands reached under her swimsuit to play with herself at the sight, biting her lip as she watched her friends enticed the stallions around them.

	That was all the encouragement the stallions around the girls needed as they surrounded the fillies. Soon, Applebloom’s hips were grasped by a stallion and lifted up, her pussy’s folds quickly peeling aside for the flared head of a horny stallion. She moaned into Scootaloo’s cunt, making her friend shudder in delight before turning her head to the left and wrapping her lips around the cock of a zebra to her side. Her hands let go of Applebloom’s head, making the filly look up to see her friend jerking off a well hung stallion to her right as well. She would’ve smirked to herself if the stallion behind her didn’t choose that moment to slam the rest of his shaft into her waiting pussy, splitting her wide and making her yell out in pleasure. Another stallion took that as an opportunity to slide himself under Scootaloo, picking her up and holding her above his shaft. As if on cue, the zebra she was sucking off and the guy holding her forced every inch of themselves into the mare at once, making her yell out in pleasure. 

	Applebloom, meanwhile, grinned as the man fucking her was pushing her face into a nice, large set of balls, the soft sack feeling warm against her face. “Gosh, mister.” She exaggerated her accent a bit, “Yer really givin’ my friend a good fuckin’. Let me thank ya fer that.” Before the stallion could process what was happening, the yellow filly wrapped her mouth around one of his dangling orbs, her tongue skillfully playing across it while she suckled on the large treat. 

	Behind them, Sweetie was being held up by a stallion, clinging to him as she bounced her hips and moaned lewdly. Her string bikini bottom was moved to the side and behind her, a stallion was thrusting into her tight ass, sending waves of pleasure through her body. “Please!” she finally managed to shout out, “Use me like a good filly, fill me up!” The stallions just laughed, fucking the pretty unicorn filly harder at her request as a crowd gathered around them, taking photos and stroking themselves until it was their turn. Sweetie bit her lower lip as she was hammered from both ends, crying out with every hard thrust into her body, “Celestia, yes, breed me please!” She was copying what she’d heard Rarity say to the stallions she brought home, every word made them fuck the beautiful white mare harder, and she was quickly learning why Rarity goaded them on.

	Before long, Scootaloo and Applebloom found themselves separated, and Scootaloo decided to show off for her new fans. By now her mesh top was gone, and the filly’s nipple piercings and chains were now in the open. She laid on top of a cute zebra stallion she’d picked out. Her hands firmly planted on the ground, one on either side of his hips, and her pussy in his face as he teased it with a meaty finger, making the preteen filly shudder. “Come and get it once I’m done, guys.” She gave a grin to them, despite their confusion, and put her mouth on the zebra’s shaft. Then she gave them all a shock when she did a handstand, her throat bulging for them as the movement forced her to engulf the zebra’s massive shaft. Once she was all the way up, she split her legs wide open, providing the group full access to her young holes, and while her pussy was dripping cum her tight asshole was untouched and inviting. Two guys took their place, one by each hole,  and filled the filly with their cocks, and while that drove her to the edge, the zebra grabbing her chain and yanking is what sent her over the edge. She gasped and began to choke on the dick in her throat as the zebra pulled her hair and began to fuck it raw. His warm sack slapping against her forehead even as the two fucking her other holes began to build up a quick rhythm. Her eyes rolled back as the pleasure and pain was too much for the young filly, orgasms wracked her body thanks to the large shafts splitting her wide and the pair of balls slamming her clit hard with every thrust. The world went white from sheer joy as she felt like she was going to lose her mind.

	Nearby, Applebloom was riding a zebra stallion reverse cowgirl style, his cock stuffed up her cunt as she had her face stuffed full of a colt about her age’s shaft. She was ready and willing to suck him dry as he pinched her now exposed nipples. She had no idea where the bikini top she’d been wearing had gone to, but what she did know is all of this felt amazing. She moaned into the cock in her mouth when she felt the zebra in her unload straight into her womb, and pulled her mouth off the colt’s shaft, “Oh no, if ya’all knock me up, mah sister’ll tan mah hide.” Truthfully, she didn’t know if she could get pregnant yet. Cheerilee had explained where babies came from and all, but she didn’t know if she was old enough yet. Still, she pulled the spent zebra off and laid back, spreading her legs wide open for the colt and giving him a wink, “Ya’all’d better help me make sure it’s a pony kid if ah do though.” With barely contained energy, the colt was soon on top of Applebloom, filling her with his stallionhood. It was smaller than the zebra’s, along with the adult ponies here of course, but he made up for it with a youthful energy that made the filly moan out. He didn’t last long, still being inexperienced of course, but the Apple filly still came when she felt him add his own seed to her over filled womb.

	Suddenly, a loud shout from Sweetie Belle got everyone’s attention. Scootaloo and Applebloom both turned to look at their friend as she was bounced on the cock of what looked like a massive tiger. “Oh jeez, yes, fuck me, fuck me!” Sweetie’s screams were devolving into yelling the same thing over and over as she bounced on the massive cock, the bulge in her belly completely noticeable to all. Applebloom’s eyes went wide when she saw a feminine snake’s head come over and flick her tongue over the pale pony’s clit. A chimera, much like the one she’d met in the swamp, was fucking her friend senseless. Moments later, Scootaloo was placed just beside her as both were stuffed full of more cocks from various ponies and zebra.  The chimera walked over, still pulling Sweetie on and off her huge girl cock like a mere fleshlight, and sat between the two fillies, pulling them onto her lap and pressing their faces directly onto her balls. The two fillies went to work sucking and nibbling on the dominant woman’s sack as Sweetie Belle, now by far fucked to the point where all she could feel was pleasure, eagerly bounced on her lap. 

	The impromptu orgy lasted for hours, and as the sun was going down, the three fillies sat against the wall of the arcade, leaking cum from every orifice and panting exhaustedly. “Okay, Sweetie Belle.” Scootaloo was the first to say, “That was fun.” Her friend grinned at the orange filly, who smirked in return, “But you both still owe me.” She leaned back and spread her leaking pussy lips, getting a giggle from the other two, who immediately went to work eating the cum out of her filled cunt. “Best trip ever.” She groaned out, the three fillies unaware of the very active swimmers floating in their wombs, each one forcing its way into their fertile young eggs.