Making Cheese (DISCONTINUED)

(Rarity's PoV)

 

>Anon just.....turned Fluttershy into an alicorn and carried her off.

>Secretly wonder if he'd do that for you. You would be the talk of the town.

>Sadly, you have a sneaking suspicion that was a one time thing.

>PC: My little ponies, gather around. I must speak with you on a matter of grave importance.

>The five of you do so. Pinkie even stops chewing on her mane for a moment.

>You can't complain, it keeps her quiet. Pinkie is a dear, but she can really grate ones nerves after a while.

>PC: Ponies, I require you to keep an eye on Anonymous and Fluttershy.

>TS: I thought we were done with that princess.

>PC: We've proved he's not Discord, but he's still the god of chaos.

>PC That's not actually a crime, but we need to be sure that use of his abilities on the outside doesn't put him down the same path as Discord.

Whatever do you require of us princess?

>PC: I'd like you to keep tabs of both of them, but especially Anonymous, and report everything you see.

>AJ: Everything?

>PC: Everything. I'd recommend shifts to distribute the work load.

>RD: What about him turning Fluttershy into an Alicorn?

>PC: I don't know how to feel about it yet. I had no idea he could, but I can understand why he would. Hmm, report immediately if he turns anyp0ny else.

>PC: That's all, thank you for your time.

>All: Of course princess.

>PC: Oh, and girls, you can't let anyp0ny know you're watching him.

>PP: Okie dokie loki!

 

>The train ride is uneventful, Fluttershy sits in Anon's lap as he just kind of feels over the changes he made to her.

>He did a good job, she was beautiful, but alicorns always were.

>When he seems to have looked everything over, he just idly pets her.

>Occasionally shooing away ponies wishing to fawn over the new alicorn, much to Fluttershy's relief.

*Sigh*

>They were always an odd couple, but only a fool could deny they always seemed happy.

>You wish you could something like that.

>You and the girls draw straws to see who shadows them in what order.

>Rarity, Pinkie Pie, Applejack, Twilight Sparkle, Rainbow Dash.

So it seems I have first shift then.

>AJ: Guess so.

>TS: We'll help them get adjusted first, they've been away a month after all. You'll start your shift once they're comfortable.

Fair enough.

-

>The train finally arrives and they're the first off.

>Many p0nies in town start bowing to Fluttershy, even ones who disliked either her or Anon, or both.

>FS: Oh my, umm please stop bowing. I umm, ohhh.

>Anon claps his hands and gets their attention.

>A: Alright, it's flattering, but Shy is still the same p0ny as before, please treat her as such.

>Most of them go back to what they were doing before.

>FS: Thanks Anon.

>My word, is that really how we all act around alicorns?

 

>Rather than going home, they immediately head to the library.

>Twilight is quick to open shop for them, and they begin looking around while the other 4 laze about.

>A: Twilight, what would you recommend for p0nies just beggining magic? And do you have anything about horn care, or anatomy?

>TS: Of course! I've got Magic and You and---

>You kinda fade out, she's just listing titles.

>Anon settles on 3 books for starting mages and one titled "Everthing about Unicorn Horns".

>A: Hey Twi, I was also wondering what the zoning laws in the Everfree are.

>TS: Excuse me?

>A: If someone wanted to stake own land there, what do you have to do?

>TS: The Everfree isn't actually owned, so you just move in and call it yours, and it's legally yours as long as you stay. You're land is as much as you're able keep clear of monsters.

>A: Who all lives there now?

>TS: Well, there's your current house at the edge, Zecora, and Fluttershy's old cottage, forgot who bought it. And the occasional dragon's cave. Why?

>A: Well, she kinda stands out, and it's a matter of time before people find out about my change. So we talked it over and decided to move further in.

>TS: WHAT? WHY?

>A: To avoid being hassled by townsfolk.

>TS: I see, where did you have in mind?

>A: Well, I know there's a castle ruin with plenty of cleared land around it. Assuming it's not protected or something.

>THAT is going to make your job a lot harder.

>TS: You want a castle?

>A: Only because it's an easy place for us to take, don't need the whole thing.

 

>TS: Well....there's no law against it, it IS abandoned. But there's a certain matter. There's likely a lot of priceless relics there.

>TS: But If you'd agree to hand them over to the Canterlot museum, I'm sure Princess Celestia wouldn't mind you living there.

>Twilight sends off a request to the princess, within minutes, she gets back a letter allowing it.

>You all follow Anon to the ruins, even Spikey Wikey tagged along.

>Anon uses his new abilities to clear cut an obvious path to the castle.

>At least visiting won't be too dangerous, as long as you stay on the path.

>You finally arrive in a clearing. There's few trees, high grass, and the ruins in the center.

My word, this place is a mess.

>A: Nothing that can't be fixed.

>He goes to work, turning the grass short and removing the vines from the building in seconds.

>A: What do you guys think? I don't suppose we need more than ...say... the main hall and a rebuilt guard tower.

>FS: MMmmm, I think that's MORE than enough.

Nonsense, look at yourselves, you deserve the whole thing.

>A: Thanks, but as it is, our current plans still leave us with mostly empty space.

 

>Anon gets the lay of the area, wants to make sure he's putting everything where it belongs.

>Within the next 2 days, Anon manages to fix their new living areas up.

>The magic makes everything quick, the longest part was getting permission to run things like plumbing and electricity out here.

>He quickly magicked those up too when he had the permits.

>They finally start moving they're things in. Anon gets them over easy, but you're the one he asks for opinions on set up.

>You don't know how to judge their taste. But you do your best to try to make things look regal, such as suggest he fill empty space in the main hall with some display cases.

>Cases he promptly fills with odd trinkets that he says reminds him of home. You have no idea where he got them, he might have just magicked them up.

>No shortage of strange trinkets, odd machines, weird books, statuettes, some....skulls.

>He's practically turned the place into a museum of his own.

>Twilight starts spending more and more of her time asking about things there instead of helping them set up.

>Next up, they're working on the guard tower, which they claim as their living area.

>They put their bed and bath on the top floor, things like kitchen and laundry on the second, and a living/dining room on the bottom.

>You suggest widening those tiny windows in the tower to bring some light into the rooms and make them look more full.

>He does so, and also adds a shatter resistant stained glass skylight. That will make your job easier.

 

>As you're sorting through boxes so they can decorate, you accidentally knock one over.

>As it hits the ground, it bursts open, spilling.....sex toys everywhere. Dildos, beads, anal plugs...all manner of things.

>Everyp0ny just stares. Fluttershy hides behind her mane...her sparkly mane. Anon seems embarrassed too.

>A: Don't judge us.

>He rapidly gets everything back in the box, and levitates it, and 3 other boxes....into a door you didn't really pay much attention to before.

>As it slams behind him, the dust falls from it. The door plaque reads "Dungeon".

>Guess he fixed that up too. Fluttershy simply runs upstairs.

>Finally, the work is done and the place looks great. At least, the parts they wanted fixed do.

>You head out early, since they're settled again, you have to be up to spy tomorrow.

>As you walk home, you take a look back. The animals have started gathering around, aware that their caretakers have returned.

>The clearing is blooming with delicious looking ground flowers and a few fruit trees.

>Applejack was so mad that he wanted more variety than just apples.

>Despite it being winter, he seems to have stuck this field in autumn.

>A final nod, and you're heading back into town to rest.

 

>Early morning, you're heading back to the castle, before the sun comes up so they don't see you coming.

>Celestia asked you to keep an eye on them and that's exactly what you intend to do.

>You don't feel particularly good about it of course, but you can see why it's important.

>You borrowed some gear from Twilight to make it easier.

>A hearing piece, binoculars, and a form fitting suit, and saddlebag full of other supplies.

>You could have handled all that yourself, but she had professional quality gear.

>Especially the suits, she had a LOT of the suits, you decided not to ask why.

>Finally, you arrive at the castle and begin making your way to the door.

*GRRRRRRRRRRRR*

>You turn around to the sound, to find yourself face to face with a manticore.

>You're frozen with fear, and barely choke back a scream.

>It keeps sniffing you and then....it licks you.

A..are you one of...Fluttershy's animals?

>It just rolls onto it's back and acts like a big kitten. You honestly thought you were going to be killed there for a second.

>You cautiously move away from the beast and continue to scope out the area.

 

>You need to be able to keep an eye on them, and the easiest way would be from.....the top of the tower.

>Assuming he doesn't decide to do something with the roof of the place today, you'll be fine.

>Unfortunately, the only way up is through their room, or up the side.

>You decide to wait until they're out of the room to head up there.

>Instead, you decide to check out the one fixed room you haven't seen, the dungeon.

>You search around the ruins until you find an unlocked door into the main hall, and slowly set out in case they're awake.

>They're not, as far as you can tell. Other than the sun peaking the horizon, it's pitch black, and deathly quiet except occasional animal noises.

>You carefully make your way through the house, putting your ears to doors, watching for lights, listening for steps.

>The only sounds are those of nature, or of deafening silence.

>Searching a bit, you find nothing strange, dangerous, or otherwise out of the ordinary.

>Except some of those weird human things. But those are his culture, it's not your place to judge.

>You do take time to play with a replica human skull out of morbid curiosity. Being a lady doesn't mean you can't have your uncouth moments.

>Soon, you've soon cleared ever room. There's only their bedroom left, you can't very well go in there while they're in there.

>Every room except one.

>He'd also fixed the dungeon it seemed. You didn't want to impose, you knew they had an active sex life but....

>You're duty was to ensure nothing was amiss, and that was the one room nop0ny else had seen but them.

 

>You open the dungeon door and step in, you're rather surprised it isn't locked. Maybe he forgot?

>After listening a moment to ensure nop0ny is here, the reach feel for a light switch.

Yeah, he renovated this area too.

>You flick it on.

-

My word.....

>Everywhere you look, there's leather, sink, rubber, velvet, and metal.

>The floors of the halls are covered in warm red carpet with ornate patterns, the walls beautiful marble instead of ugly grey stone, and silk cloths hang from the ceiling corners.

>Magic white rose petals fall from the ceiling only to dissipate when they touch down. Tasteful yet erotic art hangs from the walls.

>Other decor, such as chairs and sofas of crushed velvet and fancy vases sit in in the hall between cells.

It's like all my dreams! So romantic.

>Then you look at the cells.

 

>While one fits the hall theme, with a large bed, fancy decor, and a mirrored ceiling, the rest differ at varying degrees.

>They're decently sized, likely meant to hold several prisoners, and they're all different.

>One is undecorated and filled with chains and binds. You spot shackles, chains hanging from the ceiling, a stockade, a few coils of rope.

>Several more types are found among shelves hooks, and you assume those containers.

>One looks like a doctors office and is filled with matching equipment.

I really hope that's just for a fetish....

>You see piercing gear and more than a few speculums, so that's reassuring.

>Another is decorated, but comparatively plainly, it's walls lined with countless sex toys of every shape, size, and species, and gender.

>Including human....especially human.

I...really shouldn't.....

>You swipe a human dildo and put it in your saddlebag. You picked one with a suction cup base so it will stay where you set it.

 

>You look around a bit more, there's all manner of things in the cells.

>A quick glance around reveals bridles, collars, leashes. Bit, ball, dental, and plug gags. Various machines, some obviously like the sybian, some you have no idea what they do.

>Teat pumps, body suits, a few variants of the infamous "plot device". Everything you can imagine, a few you couldn't before now.

>Most notable is a large box with a soft interior with an indent that looks custom made to accomodate a young alicorn....tubes jut in and out from where her face and rear would be.

>Locks sit nest to it on a table, along with a folded latex suit several leather binds, a blindfold with ear plugs, and an anti-magic horn cover.

What in the world?

>You decide it's best to leave now, this is.....you don't even know what kind of things will, or already have happened in this room.

>You see another door at the end of the hall and decide to go there.

>It takes some effort to get it open.

>You feel around. No switch. Need magic light.

EEEEEEEEE-

>You force yourself to stay quiet.

>The room is full of bones. Pony bones.

Oh no! Oh no no no no no!

>You take a closer look.

>The room is a long hall. It has a coat of dust and age, the air is stale, and the bones are obviously very old.

Whew, I guess he just hasn't cleaned here yet. Heh.

>You go back the way you came. You just don't feel comfortable in a narrow place full of dead things.

>You walk out, and manage to pull the door shut with a loud slam. Yeah, he hasn't even opened this yet.

I really hope they didn't hear all that.

>You go to leave, but cracking the door, you see Fluttershy practicing the basics of magic.

>FS: Shoot, maybe if I tried lifting something made of something else?

>You also smell cooking, so they're both up.

 

>You hit the lights and hope you're not seen.

>For the next several minutes, you sit there, watching, but mostly listening to Fluttershy practice her new found magic.

>She's not very good, but she's learning.

>Eventually, Anon walks in.

>A: Flutters, breakfast is done.

>She stops what she's doing and trots up to the kitchen.

>Finally you can leave.

>A: Hmmm? Must have forgotten to close this.

>Seriously?

>He walks over and closes the door. You hear a click....you're locked in. Of course a dungeon door would lock from the outside.

This could be a problem.

>Looking around, you don't really see much that could help you open the lock. Not surprising.

There's PROBABLY an emergency key around here somewhere.

>You search for over an hour, careful to put everything back as it was, all the keys you find fit cuffs or binds, each cell has one for said cell.

>But one for the dungeon itself is nowhere to be found.

>During your search, you find a few boxes containing a camera, a projector, and a few films marked as erotica.

Oh dear, how....enticing.

>Erotic films have been tried before, but it mostly came out as short rutting scenes. But with human stamina.....

If they lost just one, they might think it was simply....misplaced, if they notice at all.

 

>You snag one from the bottom. They're all labeled with only numbers. Code maybe?

>You may not have any idea what it is, but from what you've seen of their sex life, it could be very sexy or very kinky.

Here's hoping for something...hot.

>You tuck it into your saddlebag, you feel so naughty.

>You snap from what you were doing.

Still, I need to find a way out.

>You look around you.

There migh be....one way out.

>You make your way to the other door.

>It again takes time to open because of its condition, but you manage.

>Closing the door behind you, you let a bright glow from your horn and hurry past the ancient bones.

>Moving into the next area, you find an area with more doors, the easiest seems to be a sort of hatch or trap door. You open it and walk down the circling stairs.

>You find another door and push through, finding yourself inside a cave area beneath the castle, overlooking the river.

>You can see a grate above you, new red fabric on the other side, and small pipes jutting from the ceiling and a large one in the rear.

What the....

>It hits you, you're below the dungeon, and those were for.....disposing of prisoners mess and bodies long before times of peace.

>You shudder.

I'm really glad those times are long past.

>The large one is just an old sewer exit from before modern plumbing. He got modern plumbing.

>You start walking along the area, and find some stairs up carved into the cliff face.

>Reaching top, you cautiously look around to ensure you aren't seen.

 

>You must have been away long than you thought, because the sun is fully out, and they're both out of the house.

>Fluttershy is in the field getting used to her earth p0ny parts by bucking the various fruit trees.

>Anon is walking around taking care of the animals.

>According to Fluttershy, they need very little care here, as there's plenty of space, plenty of plants for the herbivores, and the carnivores can hunt without danger to the town.

>They've still been making sure they're alright when they're around.

>You watch for a while, and eventually Fluttershy tires out and lays down to rest.

>Anon notices, and takes a seat beside her.

>They start talking, but you have no idea what they're saying.

>You take out the magical hearing aid Twilight made.

>A: ....some....world...living.....want...see?

>It's not as useful as you'd like

>FS: ...thinki...really....cave....okay?

>Cave? They didn't notice you did they?

>A: ....some....can't....back....stuck.....sure?

>FS: ...don't....humans.....unfair.....

>No idea, but at least it seems they didn't see you.

>Anon gets up and walks into a clearing and begins using some kind of magic.

>There's a burst of strange energy, and suddenly, there's a new p0ny in the clearing, freaking out. With good reason.

>He looks ready to run, but they manage to quickly calm him down.

>Then you see, he's the biggest p0ny you've ever seen. Bigger than Princess Celestia, even bigger than Anon or a Minotaur.

>If he wasn't lacking attachments, you'd think he was an alicorn stallion.

 

>They walk around examining him, seeming to talk about him a lot more than they talk to him.

>A: Later......stable.....live.......hay......simple.........train.....careful.....skittish.

>FS: ......care.....fossil.....critter........teach......ride! Heheh!

>This goes on for maybe an hour before they head inside. He doesn't say a word the entire time.

>His attention no longer focused on them, he begins eating grass right from the ground, no washing or anything.

Ugh, how absolutely barbaric.

>You have no idea what's going on, or who this guy is, but you intend to find out.

>You strip off your suit and pack it away.

>Waiting until he's not looking, you sneak to the bridge and then turn around to appear as if you'd just arrived.

>You trot up to introduce yourself.

>Eww, this guy smells pretty bad.

Ah, hello there, I didn't know the Mous's had company. I don't believe I've ever seen you around before.

>No response, he scarcely seems to notice you.

My name is Rarity. Lady of class, and P0nyville's resident fashionista, at your service. What may I call you?

>Still no response. Alright then.

Ah, the strong silent type I see.

>You rub a hoof down one of his forelegs then step in front of him, looking up into his eyes. He now seems interested.

Emphasis on the strong. You are without a doubt the biggest p0ny I've ever seen.

>He still refuses to speak.

 

Well I never. No manners at all. If you decide you'd like to actually talk, I shall be visiting my friends.

>You turn and walk to the castle, lifting your tail just high enough to tease, but not enough to show the goods. You also add a feminine sway to your step for added effect.

>If that won't get him to actually pay attention, nothing will.

>Suddenly you hear hoof steps behind you. Gotcha.

>Then, his breath on your lady bits and a nip on your tail.

WHAT!

> You run forward and turn around.

You won't even tell me your name, and yet you think you can rut me just like that? What kind of trollop do you take me for?

>You see his member hanging below. How horrifying.

Besides, I highly doubt it would be possible.

>He walks forward and continues trying to sniff and nip you.

You're starting to test my patience, if you stop now we can forget this happened.

>He doesn't stop, and you doubt you could stop him.

>FS: BAD! NO! WE DON'T DO THAT!

>He immediately stops.

Thank you darling, that RUFFIAN was violating my personal space.

>FS: Sorry Rarity, he doesn't know any better.

Doesn't know any better? He's a full grown p0ny, more than full grown. By several times.

>A: He's a horse, not a p0ny.

Excuse me?

 

>A: Horses, your ancestors. I've told you guys they're still common in my world.

>Eww, you just flirted with an animal.

I always thought you were messing with us.

>FS: He wasn't. There's one right there.

So...how did he get here then?

>A: Can you keep a secret?

Of course darling.

>Fluttershy gives him a nod.

>A: Since this whole chaos god thing, I can summon things from my world. But it's one way, and this was my first try on a living thing. Shy was curious about my stories.

I...I see, I do hope you'll be careful, I fear what would have happened had Fluttershy not came back.

>A: He'd have realized the size difference and given up, not that he'd be able to even try. There's mini horses smaller than p0nies, and they don't have problems around each other.

I see, I honestly hope you're right about that.

>A: Well, if it makes you feel any better, he could be gelded. But they only try in estrus, and it's winter....

Yes, that may be best if what you've mentioned of them is true. And I have no idea why that would be.

>A: *Sniff* What kind of perfume are you wearing?

OH! Do you like it darling? It's simply called Le Mare, and it's guaranteed to drive the...stallions.......wild. Oh.

I'm sure you'll not tell anyp0ny of the embarrassing situation you found me in.

>Both: Of course not.

 

>A: Would you like to come in for lunch?

>It's lunch already?

Thank you darling, that would be lovely.

>You set your saddle bags by the door and make your way to the kitchen.

>He serves you and Fluttershy a mix of unusual fruits.

>Most notably a strange berry that makes sour taste sweet.

>You never thought you would eat whole raw lemons.

So, Anon, I'm to assume you're enjoying your new...abilities?

>A: I am. Very much so. They're really useful, and fun.

I see, and Fluttershy. How are you taking to being an alicorn?

>FS: It's nice, takes some getting used to the horn but....

Darling, is something wrong?

>FS: No...it's just I'm still getting used to the whole....immortality thing.

Ah, yes, don't worry too much. You'll always have p0nies who care about you.

>You place a hoof on her back.

And none of your friends are going anywhere for a very long time. And you always have Anon.

>FS: Thanks Rarity. It helps a little bit.

So Anon, what else here did you summon.

>A: This and that, some of the trinkets and machines, so on.

And you're sure you want to keep it secret? What about just us? Our little group of friends?

>A: I don't think that's a good idea.

Darling, I'll make sure that only we know. They come around enough they'd probably figure it out eventually anyway. At least this way, they'll know it's supposed to be a secret.

>A: *Sigh* Fine, that makes sense, I don't need daily requests to call in a bunch of new humans. Just let me be the one to explain it.

 

>A: So Rarity, you never did tell me what you came over for.

Simply a social call darling, I wanted to see how the two of you weathered your first real night in this gloomy old place.

>A: Fine, some sounds in the night, but nothing unexpected.

>You really hope none of those sounds were you.

>FS: It was okay, I thought I'd be a lot more scared than I was.

>You all finish your meals and Anon handles the dishes.

-

>Simply following them, grabbing your saddlebag on your way out. Anon heads out and to the area behind the tower.

What are you doing Anonymous?

>A: The horse needs a stable, planning one up.

I see, well I'll leave you to it then. Goodbye darlings.

>Both: Goodbye Rarity.

>You walk around the front and then sneak back into the main hall and slip your suit back on.

>You're very glad that the repaired doors don't really make any noise.

>First thing, you head to their living room to try to listen and watch.

>It's clear to see they're no way you can stick around in here without them seeing you from outside.

>You sneak up, but the second floor holds its own problem. There's no windows anywhere close enough you can see or hear.

No harm, I was heading to the roof anyway.

>You trot up and through their bedroom. It came out really nice, in no small part thanks to your interior decorating skills.

>You look over the stained "glass" ceiling. there's enough from the sides that you could peer in without drawing attention.

>You crack open the balcony door and slide along the sides up the stairs to avoid attention.

>You finally reach the top and look around. Other than a telescope, there's nothing up here right now.

>There's no way you won't get caught if Fluttershy decides to fly.

>Very slowly and carefully, you make the trip down the stairs until you once more reach the balcony.

>Looking over the side, you see they're not there anymore.

>You duck back inside while thinking up an escape plan when suddenly, you see the door starting to open.

 

>No other options, you dive under the bed and hope for the best.

>They walk in mid conversation.

>A: So you'd like to give that a try?

>FS: Oh my, it does sound quite interesting....alright Anon.

>Try what?

>Anon strips down and reaches under the bed, pulling out several towels...and almost grabbing you in the process.

>They climb onto the bed, and you soon hear the sounds of what they call foreplay.

>It goes on and on and on. The smack of flesh, the moans and gasps, the gush of fluids, even a few sounds of magic fizzling out.

>So he knows how to work a unicorn's horn too.

Fluttershy, you lucky.....

>Then the smell hits you.

>Great. You're getting....aroused.

>Finally they get up and Anon walks to the other side of the room.

>What could he possibly be...

>He grabs the rug and begins rolling it, revealing the fine marble floor.

>Fluttershy jumps off the bed and meets Anon in the center of room.

>You have no idea what they're doing, but it seems to be big....and possibly messy.

>He leans down and gives her a kiss, breaks it off, and plants them up her head.

>He ends by slowly dragging his tongue up her horn, magical sparks popping off it the entire time as she pants.

 

>He steps back and concentrates on something.

>You just hope you haven't been found.

>Suddenly, something start slithering around from his back.

>You have no idea what you're looking at.

>Are those....penises?

>OH DEAR CELESTIA....Tentacles.......

>Fluttershy just stares at them, takes a deep breath.....

>FS: I'm ready.

>In an instant, the dicks are wrapped around her body, holding her in the air.

>Three significantly larger ones hang in front of her face, she looks scared, but gives another nod.

>Two of them move to her underside and begin....rubbing.

>She moans and he begins pushing into her.

>He slides into her marehood, eliciting a low moan.

>He works her for a moment, then pushes into her rump.

>FS: AAAAHHHHMPH!

>She squeals from being taken anally, and he uses the opportunity to shove the third one into her mouth.

>He turns her to face away from him and grips her wings and begins to massage to relax her.

>Then a very long tongue starts sliding from his mouth and wrapping around her horn.

I shouldn't be watching this.....

 

>A thin tentacle with a...paddle like head emerges and slips into her marehood.

>As soon as it settles, she starts rocking in his grip, you think it was for her G-spot.

>In seconds, she panting, heaving, and winking.

>It doesn't take two minutes for her to reach a full maregasm.

>Yet another small tentacle emerges and grasps her clit, taunting, teasing, tugging at it.....

>It shouldn't.....these are some of your closest friends, but watching this is making you....hot.

>two more emerge and give their attentions to her teats, rubbing, pinching....

>Then an a few more odd looking ones show up.

>Two attend her feminine lips, gently rubbing them, pulling them ever so slightly.

> A third works her stretched ring. It's obvious the odd look was texture.

>His working gets more vigorous. More length in all three holes.

>From the amount, you wouldn't be surprised if he's coiled in her flare cavern and.....tied in her stomach.

No....that would be silly....he is pretty deep though.

>She looks like she's about to have yet ANOTHER maregasm.

 

>He whispers into her ear, she gives an uncertain nod.

>Right as she heads over the peak, another, extremely thin tentacle juts up and works into her.

>You don't know why, but she's squirming hard.

>Then she expands to let loose and you manage to get a good look.

>It's in her....is that her urethra?

>She cums, but rather than simply pouring out like normal, it squirts out around his thin tentacle.

>You can't watch this...it's too....hot.

>But you have something to help.

I can't believe I'm thinking about this....Oh Celestia I'm really doing this...

>You carefully fetch the ill gotten human dildo, open your body suit, and place it in your marehood with a stifled gasp, and carefully close your suit..

>The suction base luckily also serves to keep it from slipping in.

 

>You give it a few squeezes.

>It's a lot more gentle than a stallion shaped one.

>Honestly, you'd asked at that...shop, but Anon didn't let them keep the mold.

>You continue to watch and play with yourself like a bad, bad p0ny.

>It continues for a while, though you have no idea how long.

>Didn't count how many times she finished, but he finally seems on edge himself.

>A: Hey *pant* do.... *hrr* do you need a drink?

>She gives a nod, though you're not sure she REALLY knew what he said.

>Suddenly, he spurts into her mouth and encourages her to swallow.

>He takes the shaft away and moves one from its attentions to "feed" her as well.

>It seems he increased his volume, because one after another, she absent mindedly swallows load after thick load of his seed.

>Finally, he's fed her from every shaft but her rear. That one he lets loose right where it is, eliciting a long moan.

>When he finishes, he gives her some time to collect herself before asking her something about changing.

>FS: Oh, ummm....okay Anon.

>There's a flash of green light, and suddenly, Fluttershy has been changed again...Into a changeling queen.

Oh no...Anon, what are you thinking?

>Fluttershy's exoskeleton is still yellow with pink mane and...whatever those chest things are.

>She has pretty almost crystal like wings, and the...silk?...that makes up her mane lacks holes.

>She still has fangs though, and hole filled legs. Her horn, while twisted, isn't jagged like Chrysalis's was. Instead holding a smooth, almost elegant shape to it.

>FS: Do I...look okay Anon?

>A: Of course Shy, I'd be more surprised if you didn't.

>He raises her up again, and readies his monstrous appendages. You're certain there's a lot more of them this time.

 

>They plunge back in, the massive filling causing her to have a maregasm on the spot.

>A: Aww, can't play with these little wings...Hmm.

>He reaches around and begins massaging her teats.

>Soon they begin producing milk.

>No, not milk. It's thin and stringy ..webbing?

>Those aren't teats at all, they're...what's the word...spinnerets.

>Is that what changelings have, or did he make it up?

>He "milks" silk from her "teats" and works it into thin sheets, wrapping it across her face while he continues pumping her.

>After a while, it starts to look like a blindfold. You also notice that once it gets up a little, the silk is the same lustrous pink silk her "hair" is made of.

>Once he's satisfied with blindfold, he brings two new, very thin shafts up and work them into the spinnerets.

>Fluttershy spasms and shifts. You're not sure if it's out of pain or pleasure.

>A: You know shy, I made all these new holes nice...

>He slithers a tentacle through her leg, causing her to let out a small moan.

>A: And sensitive.

>She's shifted up slightly and her nether lips pull open.

>A: And what's this? Some holes in the sides of this. That won't do will it?

>She shakes her head.

>What do you say Shy? How about we fill ALL the holes?

>She looks a little worried, but gives a nod.

 

>His hands, having nothing else to do, begin working her horn, eliciting moans and magical sparks.

>You wish hooves were more gentle, you'd be working yours over now if it wouldn't be painful.

>Instead, you have to settle for clenching on the fake Anon you're wearing.

>Looking up, he's now weaving his members through the holes in her legs.

>She moans and tries to buck a bit, but she's held rather tightly in place.

>They slither through her limbs like a strange web, occasionally even pulsing.

>The small ones working her nether lips spread her, and even more small ones weave through the small holes in her lips.

>Now, every wink is accompanied by her lips being gently worked by the quivering members.

>Her body spasms with orgasm almost constantly now.

>The urethral one causes her to spray instead of pour, causing the smell to become quite intense.

>You need some attention yourself but....

>Holding back sounds, and hoping you're not heard, you use your magic to gently play with the dildo through your suit.

>The scene, the smell, thinking of what a naughty p0ny you're being....it's all just too much.

>You can't hold back, and let loose.

>Normal orgasms are nothing special but....you manage a full maregasm.

>It's been too long...and to think SHE gets several of these a day....

>You're panting, you've left a puddle, and your suit is a mess.

>But of more concern is the load moan you let out.

>You peer out, but they don't seem to have noticed. Lucky you, Fluttershy's sounds seem to have blocked your own.

>You still have a problem. If you leave it, there's a chance they could find the puddle you left, especially since it's running from under the bed side.

>They certainly won't know it's you, but it would make things harder in the future.

>Looking around, there's no towels still under the bed. All that's left under here is what's in your bag.

 

>You start to open your bag but then you think.

>Rummaging through might make some noise, and you might not get as lucky as before.

>You can't keep risking discovery, but you can't leave it there either.

>You know what you have to do.....

>Putting your snout to the floor, you give it a deep whiff, it's strong.

>You dip your tongue down and run your tongue through it.

>It's slightly musky like hay, but with the sweet tinge of fruit.

>You start lapping it, trying to have this over with....licking your own juices of the floor like some whore....

>But soon, you find you have to stop yourself from moaning.

>How completely embarrassing.

>You peek out from under the bed and see that they're still going. Fluttershy keeps spraying, moaning, and squeaking all the while.

>But this mess still needs to be cleaned.

>With long, wide licks, you return to your work.

-

>With a final lick and a gulp, you finish your work.

*Shudder* Oh...Anon.....you taste so divine.

>You look back out, and not a minute too soon, Anon looks like he's about to finish.

>You watch him work her frantically for a few minutes before he moves her further away.

>Every tentacle not full inside her, such as the ones in her legs worms through enough that they can all double back and face her.

>She's stuffed with, and surrounded by, his many fleshy rods

>Then....he unleashes on her.

 

>An absolute torrent of seed erupts from his shafts.

>She struggles for just a moment, but when she realizes what's happening, she spreads her wings and stance.

>She begins coughing, causing Anon to pull from her mouth and coat her face instead.

>She gives a deep swallow to clear her mouth and takes a deep breath.

>Every bit of her soaked, every holed filled, even ones never meant for this.

>Finally finished, he pulls everything out, and all the new shafts are gone in an instant, like he never had them.

>Fluttershy on the other hoof, is left laying in an actual puddle of cum.

>You hold your breath as Anon walks towards the bed.

>He walks by and grabs something from a drawer and walks back to Fluttershy.

>He reaches down and pops an anal plug into her rear beyond casually, sealing his seed into her, as if it's the most normal thing in the world.

>Favorite hole indeed.

>He grabs some towels from where he'd set them a few feet from the bed.

>A: Stand up Shy, let some of that drip off.

>She does so, also tearing off the silken blindfold.

>A: Come on, bath time.

>FS: Y...Yeah, I think I need it. Unless......you don't want me to!

>A: Kinky mare! Come on.

>She brings her head down to give the puddle a long lick. Coming back up, she give a toothy smirk, showing her fangs.

>FS: Alright Anon!

>Anon wraps her in the blanket and they walk out.

-

>You wait a few minutes till you hear the shower turn on.

My, what an absolute mess....It does give me some time though.

 

>You think about spying more today, but a look out the window shows the sun is setting already, you'll need to leave now to get back to Ponyville before dark.

I should really go....

>Yeah start to sneak out, but look back at the puddle.

I...suppose I could stay just a little longer...

>You trot up and stare into it, thinking.

Am I really thinking about this? He's my best friend's husband....

But they won't be using this for anything and.....

I hear it's gives you a shinier coat...

>You dip down and gently dab your tongue in it.

>You shiver. It's a lot more.....robust than a yours or a stallion.... a certain bite to it. Maybe it's the difference in diet?

*Pant* He tastes so....masculine...

>You bring your face back down and drink deeply like the dirty, filthy, cheap nag you are.

*pant* I...I need more...

 

>You magic open your suit, pull out the fake member, and proceed to suck your juices from it.

>You don't even care where it might have been before, you need it clean.

>You bring it down and roll it in the cum puddle, coating it completely.

>Suit open, you hold yourself open, and place it once more in your marehood, careful not to let the seed wipe off before it's in.

>You know it won't do anything, but you still feel...full.

>Closing up, you return to drinking from the puddle like it's ambrosia for a short time.

>You get your fill and look at it.

>You've made a bit of a dent in it, but they might not notice.

>Feeling it's time to go, you carefully trot down the stairs, peeking into each room before you enter to ensure nop0ny is there.

>Finally reaching the door, you take your leave, make it through the field without seeing that horse, and start the walk back to P0nyville.

>Today was interesting to say the least, you've got a few things to report, and several to keep to yourself, including a nice new toy.

>There's also that movie to look forward to, just as soon as you can get a projector.