The cotton candy pink teenage mare lay there on the couch, watching her shows. Upstairs, her charge was probably getting into trouble, or playing with his train set, or both. She probably should remind him to do his homework. Eh... maybe later. She idly drifted a hoof between her legs and started masturbating. That one time she had gotten raped had been so crazy. She hadn’t even known what was going on. The stallion just weighed down on her butt, and then she felt his penis prodding her labia. 

“What are you—?” she’d squeaked as she felt herself stretched wide open around that shaft, and it wasn’t just stretching her, it was sliding into her! “Stop!” she squealed, confused at the hunger rising in her loins even as the penis invaded her. She tried to walk forward, but he grabbed her and pulled her hips tight against his. “You’re going—ahh—into... me!” she protested, struggling to get away. He held her, and she... she opened deeper! With an aching relief at being stretched open, and the tingling feel of his turgid flesh sliding all along every inch of her vagina. She couldn’t stop opening!

“Oh Carry, you feel so good...” the stallion had said. Nopony in particular, just a teacher’s aid who said he was lonely, and didn’t have a marefriend. So she asked if she could be his marefriend, because she didn’t want him to seem so lonely and sad. So he went with her alone into an empty classroom, and just started doing—this!

“I *feel* good?” she whined, having to bite her lip at the feeling of that flat broad penis pressing against her deepest parts as he bottomed out in her. She clenched around him—she couldn’t help it! Her body was just... quivering all around him, and holding him, and stretching open.

Then he started fucking her, and she couldn’t even think about anything else other than the sliding of his incredible penis. She just had to stand there and /get fucked as the strange tingling started turning switches in her brain, deeply imprinting on her that this is what you do, that this is what you want. She was panting and rocking back, because she couldn’t stop wanting the meaty cock to press against her deeply again and again, not realizing that this hunger that rose from nowhere would never fully fade away, and from then on she’d long to feel a colt mounting her hips, and sliding into her vagina.

With a wonderful finality, he climaxed, just pushed deep into her and came. Her insides squirmed as his penis ejaculated, forcing his cum deep into her, painting her inner walls with hot goo, pumping into her until it dripped out.

Then he pulled out, and apologized, and she’d asked why. Because how could anypony apologize for that? She *was* his marefriend, then, and even though she was a filly, every time he felt the need to ejaculate, she’d be happy to raise her tail, and hump back against his eager thrusts, until she was grunting in the satisfaction of cum pumping into her vagina again.

Then she... started getting pregnant, which kind of wasn’t a good thing. They didn’t even realize what it was until her belly started getting bigger. She actually thought it was kind of cool how her belly was growing because a foal was growing inside her, just because the stallion put his stuff into her. And she got to find out firsthand what giving birth was like, sort of. But her parents made her abort, so mostly what she ended up giving birth to was a vaguely pony shaped lump, not nearly as big as a baby pony.

Nevertheless, it’d been tricky for the filly to get laid for a while, until the colts started showing interest in her. She had a teenage coltfriend these days, and she had to fuck him pretty soon, because she was feeling the need again after a teeny little miscarriage had interrupted her pregnancy some time ago. “I want a foal in my belly,” she said incredulously, hardly able to believe she wanted such a thing, even as her fond memories and stroking rose up that hunger in her to get fat with child. She stared at her entrance, until it was wet and dripping and she had to look away, squirming on the couch at the fluttery clenches inside her. That was where a penis goes. That was where foals came from. Her wonderful, tingling vagina.

She found a nice little climax then, her hind legs jerking in the air as her insides clenched rhythmically with her tense squeaks of delight. She stroked it bigger and bigger, until she just had to lay there, panting hard, wanting dick, climaxing.

Then she relaxed, and went back to idly stroking herself. She turned an ear towards the upstairs as she did so. He was a good kid, didn’t make as much trouble as some of the ponies she foalsat for. His parents had good heads on their shoulders, which meant that their foal knew adults were trustworthy and kind, and didn’t feel a lot of need to rebel or act out, or otherwise assume they were trying to hurt him.

She licked her juices off her own foreleg, murmuring, “Mmm... I sure am ready. I wonder if he’s been inside a filly before...”

It was... an interesting idea. The colt hadn’t shown any interest in mounting her thus far, and was totally too short to do that anyway, but if she lay belly up, could she awaken in him what that stallion had awakened in her so long ago? If she did it right, the colt might... start needing her.

Rolling off the couch, she delicately stepped towards the stairs, and hurried up them. Topper was the colt’s name, and in his room, he was busily defeating the bad guys of a video game. So manly, it made her put a hoof to her mouth to hold back a laugh. “Hey,” she said instead of laughing, leaning against his doorway, “Aren’t you supposed to do your homework about now?”

“Awwww!” he whined, looking back at her as the game paused, “Already!”

“Well, unless you’d like to do something...” a thrilling hope flared in her, “...else instead.”

“Like what?” he asked skeptically.

“Something really fun,” she assured him, cantering into his room, “It’s something only adults get to do usually, but I wanna see if you like it. So, maybe we could do that, and then get to your homework?”

“What is it?” he asked, still unconvinced.

“It’s uh, sort of like a hug,” she said, “But don’t worry, every colt I ever did it with said it wasn’t lame or sappy at all. It’s like a wicked, super radical killer hug!”

“It still sounds dumb,” he replied, standing up and looking her way unimpressed, “How could a hug possibly not be sappy?”

“Well, lemme show you,” she said, “Mind if I lie on your bed?”

“Sure,” he replied, eyeing the bed that was entirely too small and rocketship themed for a young teenage mare. 

She lay sideways along it, extending a slender hind leg as she said, “Okay, now you lay beside me, like you’re gonna hug, but just touching your belly to mine.”

“And you’re sure this isn’t... some excuse to kiss me or something sappy like that,” he said warily.

“Totally sure!” she assured him, “C’mon, it’s your bed. Get comfortable!”

He hopped on his bed next to her, and as they lay side by side, she smiled, saying, “Thanks Topper. I wanted to try this because it’s fun for me too, or at least I hope it’ll be. So um...” she started stroking the knee of her hind leg between his legs, saying, “First I gotta touch you here a little.”

“O-okay, but this’s weird,” he said, blushing, snugging his legs around hers as she rubbed her soft fur against his sheath.

“It’s supposed to be weird,” she said cheekily, “Not sappy or lame though. So let me know if it starts feeling sappy or lame.”

“Okay,” he said, hips slightly rocking against her minstrations.

To her delight, the colt’s penis started to emerge from his sheath. He blushed harder at that and tried to hide it with his forelegs, but she could feel his stiffening member resting against the leg she had stroking between his hind legs. “Now’s when your penis’s supposed to come out,” she told him practically, “Feels pretty good, huh?”

“Y-yeah, my um... my penis is coming out,” he said noncommitally, pulling away his forehooves so she could see the cute little orange mottled thing. 

“Here, let me help,” she said hopefully, pinning his penis against his belly with a foreleg, and stroking her cannon up and down its length.

“Wow that feels... weird,” he replied, “Not... lame though. Is it supposed to be uh... flexing? It keeps... squeezing.”

“I think so,” she replied, “Never got to ask any of the other colts yet, they pretty much assume I already know how they work. But I don’t have a penis at all, so yours here is the only chance I get to mess around with them!”

“O-okay, it doesn’t feel bad,” he said, his shaft swiftly stiffening under her minstrations, “So can I mess around with your... filly parts?”

“Oh, they’re a bit wet still, but if you wanna go ahead,” she said, laying the colt’s penis across her foreleg as she gently encouraged its turgidity. His own hoof clumsily prodded down between her legs, slightly spreading her, then sticking in there, before he pulled back, saying, “Oh, wow it *is* wet.”

“It’s my special filly juices,” she replied, “They’re supposed to make colts feel really good. Try smelling your hoof, just a little.”

“...okay,” the colt said, not likely to resist much of anything now that she had him erect and unconsciously wanting it. His penis outright jerked in her hooves when he smelled, and he exclaimed, “Oh that’s...” it jerked again, and he said, “Your wet stuff smells really spicy! And it makes my penis um...” it flexed less strongly, but consciously this time, “Do that.”

“Yeah, my filly parts are pretty much made for your penis,” she admitted, “That’s the next part of the game. Take a look between my legs for a sec.”

He scooted down eagerly and did so, his erection bobbing as he stood half-off his own bed. Spreading herself with a hoof, she said, “See how pink I am in there? It’s kind of like a... tunnel into me down there?”

“It’s more like a funnel if anything,” he said critically, but added, “It smells really good, though!”

“Oh, t-thanks,” she said, a little blushingly, glad that her natural scent was enough to... catch the colt’s attention. “It is actually a tunnel though,” she added, “It just stays squished closed most of the time. I need something to push in there, to help me open it.”

“Oh, push...” she bit her lip again as his hoof pressed against her labia. “My hoof is too big,” he said in a disgruntled tone. 

Oh don’t be so sure of that, she wanted to say, but instead she said, “So did you notice how your penis got all hard and long?”

“Y-yeah,” he said, looking down at his erection, “It never did that before.”

Wow. “Gosh, I got to see your first erection?” she said in wonder, “That’s so cool! But yeah, your penis gets like that, because it’s getting ready to go inside me.”

“O-oh, inside your...” he prodded her entrance again.

“It’s... called a vagina,” she said a little dizzily, so excited that this colt could just see her. It was just like the stallion she first met, except she wasn’t gonna just jump him. No she was gonna make him want it. “So climb up o-on my belly,” she added, rolling on her back, legs hanging to either side, “Right between my legs. Then we’ll be sorta hugging each other, when you push your penis into my vagina.”

“S-so I just... like pushing it into a f-funnel?” he said, staring at her moist slit.

“If it’s too hard to push open you don’t have to, but give it a shot,” she said, “Just use your hips to slide that penis in there.”

“Okay, so I just...” she held out a forehoof and he took it, using it to climb up on her. Her legs twitched in anticipation. His colthood flopped out onto her labia, throbbing there certainly nothing to write home about. But he was blushing and huffing, and it was clearly doing a number on him.

“You should feel an urge to put it into me now,” she told him softly, “It should feel not right for your penis to be outside me.”

“Yeah, it... I kind of wanna push it,” he said, thrusting it alongside her cleft in a way that made her squeal tightly in the back of her throat.

“It gives me urges too,” she said hastily, “So just... stick the tip in, and start pushing. Hurry, I need to have a penis in my vagina!”

He lifted his hips, tilting them back, and the flat head of his boy cock pressed against her. It wasn’t the monster cock she’d had to force into her in the past. It was kind of cute and adorable even. And yet when he slid it into her in one smooth stroke, she still felt her vagina spread open by it. Pleasantly spread open. 

“Wow, that feels... *weird*” he said engrossedly, looking at his groin, where his pelvis and little balls were pushed up right against her labia. His shaft jerked inside her.

“I’m really hot inside, huh?” she asked serenely.

“Y-yeah!” he said, looking up to meet her eyes as the young colt hugged her, pulling his hips to hers. “Really hot!”

“Well that’s nothing special,” she said cheekily, “Every filly in your class feels this hot inside her vagina, especially when she’s really wet.”

“O-oh,” he said, squirming against her as he looked at her seriously.

“That’s right, you can do this with any filly you know,” she said devilishly, “I’ll show you how to mount a filly later. For now, just... explore me. See how your penis feels.”

He slid in and out a little bit, not quite thrusting, but making her tingle nonetheless, as he said, “You’re... you did open up, but you’re still hugging me.”

“That’s my vagina,” she specified, “And it feels so good to hug a penis with it. I love your penis being in there!”

“Oh, g-glad to help, then?”

“It should feel good for you too,” she teased, “So we’re helping each other.” As he vaguely sort of not quite humped against her, she continued, telling him, “Every... well almost every filly loves the feeling of a penis inside her vagina. It stretches it open really nicely and...”

She fell to silence as the colt started sliding in and out, shakily at first, but then with more confidence and purpose.

“It’s okay, you’re doing good,” she assured the colt, hugging him as he started to hump into her, “You’re feeling... an urge to start thrusting. Go ahead, just do what you need to do.”

“I-it’s... really...” he said distantly, in and out, harder and harder.

“There you go,” she crooned as the colt started really thrusting into her, “You’re really s-starting to thrust good. Feels... good for me too. Tingles... sliding~“

She hooked her forelegs around his rear and pulled him against her hungrily, pressing the colt into her groin. Biting her lip again, she felt the colt still thrusting, his muscles tensing under her forelegs, feeling his penis plunge in and out, in and out. He clung to her, and humped against her, within her, needily.

“It feels... better and better...!” he moaned tightly.

“That’s... good it... me too,” she said breathlessly, arching up, but just laying there against the bed as this little machine of a colt pumped his erect cock in and out of her pussy. “Bigger... and bigger—!”

And then she was orgasming, and she couldn’t believe it. He wasn’t even very deep, but his hips were mashing up against her labia, and his penis was still spreading her, penetrating her, sliding within her, ready to put a foal in her...!

“No—stop,” he grunted, as she shook with waves of orgasm, fighting to penetrate her even as she helplessly clenched her pussy again and again, “Let me—in!”

“Topper!” she moaned, hugging him to her groin, and cumming, and shivering around him as he fucked and fucked. She wanted him to cum, just like the stallion. She wanted him to *need* to cum, to just do her, without thinking about anything else. And this time, she knew Topper wasn’t going to apologize for doing it, *at all.*

“Ahh!” he squealed, just as she was starting to relax, and a hearty, “Mmm,” escaped the post-orgasmic teen as the colt’s penis flared within her. 

“Your penis is so big,” she cooed, as she felt it balloon within her, filling her wonderfully. 

“It... bigger...” he gasped, struggling to thrust his hypersensitized phallus just on the edge of climax. 

“You can’t stop it, once you’ve flared,” she purred, “Can you feel it happening to you?”

“My penis... tingling! Can’t... stop f-filling me up!”

She lifted his chin to look into her eyes, saying, “It’s okay, just let it happen. Deep inside me now.”

Pushing heavily against her, his pupils were narrow, and his teeth clenched, in a tight whine that filled him up as his whole body stiffened. Then he sucked in a surprised breath, as his penis started jerking strongly within her. 

As she said to the colt penetrating, her, “You’re orgasming, Topper. Good job...” his penis went jerk, jerk, spurt. “Oh you’re spurting, Topper!” she said as the panting colt gave three vigorous spurts into her vagina, before he was just jerking again, and his climax was ebbing.

“When you get old enough to be a teenager, your penis’s gonna start getting huge,” she told the relaxing colt in her arms, his spent dick still sunk into her vagina, “And spurting like crazy. I hope we can... keep doing this as you get older, so I can feel your penis changing, turning into a real grown-up penis.”

“I–I don’t know if I could d-do that again,” he said, trembling against her.

“Give it a week,” she told him, “Then you’ll be humping into me all over again. Think about that next Friday. Soon as your parents leave, I’ll lie down and you can put it inside me and... do this.”

“Oh Carry I never felt this good before!” he said emotionally, hugging his cheek against her chest.

...

A week later he was right at her heels once the parents trotted off, right on schedule for their weekly foal-free dinner out. “I’m gonna put my... *penis* in you!” he whispered conspiratorially as she embraced him right there on the floor. “It’s already getting big just thinking about it!” And it only got more primal from there. 

They didn’t even exchange words, pretty soon. He needed it so bad after a week of waiting, that he just climbed on and started humping her. They met, she lay down, he climbed on, and gave an indulgent grunt as his erection slid into her. The colt just began pumping in her vagina right away, with a more and more distant look in his eyes, until he gave the most urgent moan and started rhythmically pulsing in there. Then he hugged her, started saying he loved her, and they went to go do something else.

Topper didn’t have much semen at all, at first. But Carry didn’t care how much semen there was, so much as how powerfully his urges took him, and changed him. It seemed like he was more different from her every time he fucked her, becoming a creature separate from a female, hungering to penetrate and fill in a way she’d never fully understand. For him it was easy. He bore his penis with pride, and indulged in it eagerly, staring adoringly into her eyes as he fell over the top and started climaxing inside her again.

What was really thrilling was the stories she told him of fillies, of how she longed for a colt to do this to her as a filly, of how that stallion had changed her, made her want it so badly. So it wasn’t much of a surprise when he made friends with a filly, but he was quite crafty about asking her over exactly when his sitter would be there.

“Oh you clever colt,” Carry said happily, “I guess we’ll have to tell her the secret, too!”

“What secret?” the filly had asked. 

“A grown-up secret,” Carry explained, “And it’s gonna blow your mind!”

Carry didn’t let the filly see Topper fucking her. They did it under a blanket, while the filly watched in fascination, only to see a shifting lump as a panting Topper pushed in and out. “Okay... that’s good,” Carry said eagerly, pushing Topper away. “Now hurry up and mount her.”

“Mount me?” the filly asked, eyes wide in confusion.

Topper pulled out of Carry, and as he stood, Carry pulled the blanket off, rubbing between her legs, while the filly stared at Topper saying, “Y-y-your penis is out,” in a stunned tone, as Topper hurried over to her. Carry winked against her hoof, remembering her very first time, watching it happen to the filly. The filly thought he was just mounting her to ride on her, but when hugging her rear to him, Topper pressed his penis dripping with Carry’s slick vaginal juices right up against the filly’s entrance, the filly gasped, looking back in surprise.

She alternated between looking back and staring forward, squeaking, “What are you—? That—! Topper, stop I can’t—! Nnnh!”

Looking at Carry fearfully, the filly said, “He’s pushing his penis *into* me!” As Topper started to thrust, she continued saying, “I couldn’t... stop him! It’s just sliding... I feel it sliding in and out!”

“Seems you’re in a bit of a pickle,” the babysitter said smugly, spreading her vulva, if the filly cared to look down there. Instead the filly whimpered and braced against the colt’s thrusts, staring forward in confusion. Carry loved watching the filly’s confusion and fear fade away as she started breathing harder, and rocking back herself. Soon, the filly was looking at nothing, thrusting against Topper as hard as he was thrusting into her, young moans escaping her as his penis changed her inside.

“All you can think about is that penis pushing inside you, huh,” Carry said, standing and walking over to the mating foals. The filly looked up at her, her eyes fearful as she panted with the effort of fucking him. At this point though, she’d be afraid Carry would make her stop. “That place he’s going into is called a vagina,” the sitter explained, “Your vagina feels good, huh? Tingling more and more every time he pushes up inside you?”

“Y... yeah... yeah...!” the filly said, tense as a pre-orgasmic filly could possibly be.

“Feels like you’re wrapping around him,” Carry said, “Feels like you’re melting in there.”

“I... I love this!” the filly declared with relaxing irises, “It feels... better and ...better!”

“Focus on your vagina,” Carry said, “It feels... hungry, doesn’t it? It wants a penis. You want to put a penis in your vagina, and there is one. Think of where he is inside you, how deep he keeps *sliding.* Fill your whole vagina up, as hard as you can, in and out.”

“Huhh. Huhh! Huhh–!” the filly panted in agreement, her breathy squeaks rising in pitch as her irises narrowed again. “It’s—! It won’t go down!”

“Oop, looks like your orgasming,” Carry said in amusement at the increasingly frantic filly, “He’s making you do it. You can’t stop him. Every time he thrusts... in, it gets bigger.” As the filly stiffened, Carry said, “It’s filling your whole body now, like lightning. You want his penis in your vagina so badly. You can’t think, only feel it more and more as you—”

The filly shrieked as she orgasmed. Topper pushed deep into her and stopped, just like Carry had taught him. The filly reared up in panic, too disoriented to lunge forward, squealing again as she came down uncoordinatedly, off balance, her front legs sliding out from under her. Carry reached out and stopped her from crashing her shoulder to the floor, then Carry realized her hoof was holding onto the warm flesh of a filly who was orgasming right now. 

The filly looked at Carry pleadingly, unable to stop squealing, “Ah! Ahh! Ahh!” Carry kissed the filly then and she screamed into Carry’s mouth, “Mmm! Mmm! MMM!” still orgasming as Carry held the filly up and kissing her. The filly trembled, unable to do anything else as her orgasm swept through her. Topper couldn’t even wait for it to be over, because the filly was pushed against Carry as he started thrusting again.

The filly wasn’t screaming but gasped intensely as Carry released her, eyes scrunched shut as she tried to deal with the sensations singing in her body. “Don’t worry that won’t happen again,” Carry consoled her, adding slyly, “...probably.”

“Wh... getting big... help...” the filly tried to ask Carry, as the colt prepared to ejaculate into her vagina. 

The sitter’s only answer was, “There’s a hole at the tip of his penis, right where he’s pushing it deepest into you. Pee can come out of it, but now. Something else is gonna happen, when he pushes it deep and stops again. Get ready to feel his penis do something in there, that changes you.”

Either too wrapped up in lust or not wanting more answers that only made her think of the flared dick inside her, and a hole in its flat tip, the filly just looked at Carry and fucked, and fucked until Topper passed the point of no return. He pushed deep and stopped, and the filly said, “He stopped! Is he—ahhh!”

Her eyes crossed as she said in confusion, “He’s jerking and—something’s going into me more!”

“He’s pumping semen out of his penis, up into your womb,” Carry explained. The filly looked back at the colt, who was moaning in delight as he ground his hips against her and came in there. 

She looked back at Carry, saying, “It’s *hot* it’s just... he’s stopped p-pumping it. I feel weird. M-my womb?”

“Yep,” Carry said, “You’re feeling yourself changing. You’re a... filly with a colt’s semen in her womb now. Topper’s gonna pull his penis out, but your body is going to keep his semen inside you. Don’t worry nopony be able to tell, but you’ll know, maybe sitting in class. You’ll know you’re not just... you anymore. You’re also a little bit of Topper, in there.”

“W-wow, but... but why did this... how did you figure this *out?!*“ the filly asked incredulously. “He pushes his penis into you, then you... do the organising thing where you explode. Then he starts putting semen in you? How did you figure out how to do this?”

“I didn’t,” Carry said frankly, “A colt just went into me one day, just like this, and... then I felt his seed going into my vagina. Then I orgasmed, after he did it a few times. I don’t know where he learned it.”

“I...” the filly’s face widened in an naughty grin, as she said conspiratorially to Carry, “I *like* this. I have a penis and semen in my vagina.”

“Sadly, he can’t keep his penis in you forever,” Carry said quirkily, “It only gets big so it can put the semen up deep, so now he can’t stop it from getting soft and going back into his sheath. Still, it feels... good as it shrinks out of you, huh?”

“Yeah it... my vagina likes that too,” the filly stated uncertainly.

“Don’t worry, he’ll be able to do it again,” Carry assured her, “His body just has to make more semen first. Come back in a few days, and you can do it again... then you can do it again, and again. Topper loves this too, so it’s going to happen to you a lot now.”

“G-gosh Miss Carry,” the filly said, lifting a hind leg as Topper slipped out of her, dismounting then going back to all fours, “The next time I-I won’t even be scared.”



The filly’s eyes grew distant as the penis pistoned in her young round hips, as Carry lay beside her, touching herself, continuing to tell the filly soothingly, “It used to be just what you wanted, but now it’s becoming who you are. You were just a filly a minute ago, but you’re a different pony now, a pony who wants to fill herself and be with boys. You’ll always want this, and be like this now. Can you feel his penis changing you, making you more and more into a pony who wants to do this, every time he thrusts into your vagina?”

“Yyyeusss,” the filly moaned inarticulately.

Presently, Topper’s cries rose in pitch, he shoved deep into the filly with a groan, and stopped.

“Oh, he’s orgasming now,” Carry told the trembling filly, “Can you feel him doing it inside you?”

“Yes... it...!” the filly squeaked, announcing, “He’s squirting... something!”

“That’s his semen,” Carry explained, “It’s a special fluid that colts make just for your fillyhood. He has to thrust in you until he orgasms, to put his semen into you.”

“It was just... squirting against... me in my... vagina,” the filly said uncertainly, looking back at the mounted colt.

“Your belly’s a special place for semen,” Carry explained, rubbing the filly’s belly with a foreleg, “Your body care for it in there, so his semen’ll be in you for a few days before it’s done. Just... doing its thing in there.”

Touching her own belly, the filly looked from the colt to the sitter and asked, “Is that okay??”

“Sure it is!” Carry said happily, “I have semen in me right now actually. We’re supposed to have a boy’s semen inside us, because it’s healthy for us. That’s why you make friends with colts, because your friend can give you the semen you need.”

“I–I didn’t know,” the filly said in befuddlement, looking at Topper, saying, “Thanks, I guess?”

“Hey, it feels good for me too,” he said modestly, “My penis *makes* the semen, so it’s healthy to ejaculate it out of me. Ejaculate means how it came out of me, by the way. That’s why I’m supposed to make filly friends, because I’m gonna need to ejaculate my semen sometimes. And the reason for it is so a colt can help his friends, by putting the semen she needs in her vagina.”

“It’s all a lot to take in,” the filly admitted, looking at Topper curiously, “So you’re gonna put more semen into me?”

“Unless you want some other colt to do it,” Topper said dismissively, “I wanna though, yeah. It feels really extra good, when I can push it into you and really squirt it deep.”

“Hehe, that’s... weird,” the filly said, despite looking somewhat impressed, “Boys are weird.”

“Hey I wish you could feel it,” Topper said frankly, “It feels really good to ejaculate!”

“Actually, I might know somepony who can help with that...” Carry said thoughtfully.

....

“Woah!” Topper exclaimed as the potion started to take effect, “It’s really warm in my... belly uh, m-my penis is coming out.”

“It’s supposed to,” Carry said, “You’re gonna ejaculate really hard first.”

“O-oh, yeah it really... hnhh...” he snorted, his penis slapping against his belly, “It’s gonna ejaculate all on its own?”

“Yep,” Carry said in amusement, “You can put it inside her if you want though.”

Lucy Juicy was the filly’s name, and Lucy said nervously, “But isn’t he gonna be a girl?”

“He’s gonna ejaculate out his boyness,” Carry explained, “So you might as well get some in you now.”

“O-oh huh, yeah that.... okay,” Lucy said, walking up to Topper, who panted as he looked at her anxiously saying,

“I have to hurry! I think it’s... it’s happening already!”

“Oh, well uhm,” Lucy said, turning her backside. Topper hastily mounted it, and Lucy groaned in satisfaction as he slid deep into her fillyhood.

“You’re not gonna have a penis anymore,” she said giddily, feeling him swell and throb inside her, barely thrusting as if afraid to move.

“You’re gonna feel this,” Topper said in awe, “I’m gonna show you how hot I feel on the inside. I–I can’t hold it. I think it’s hhn... hnnnh... nnh!” 

“Woah,” Lucy said as a powerful shot of semen burst into her, then she sucked in a gasp as the next was even stronger, and the next. Lucy arched back as Topper’s semen started splurting out of her where he was penetrating her, the two struggling together as Lucy felt rush after rush of semen burst into her.

“It won’t... stop!” Topper said in a panic, yanking out of Lucy as he dismounted her frantically, then stood there bucking his hips and panting hard, as he spurted a thick white goo onto his belly, then it fired from his penis in a strong arc between his legs, then against his legs. Was that what Topper was doing inside her all this time? Carry seemed to know what to do, frantically grabbing Topper and pulling him onto her belly saying “*Get inside me!*“ 

Topper spurted on Carry’s belly, then humped smoothly right into her vagina, and with Topper’s boyness dripping down her hind legs, Lucy watched in lusty fascination the subtle pulsing of Topper’s penis, as Carry cried out, “Yes! Unh! Yes... yes. Ah yeah...”

“I n-never saw him go in your vagina before,” Lucy said nervously, “He always went in mine instead.”

“He went in mine some too,” Carry told the filly, “I just always wanted to let you have his semen. But man, that was more semen than I expected. I don’t think you have a drop of boyness left in you, Topper!”

“I–I feel the same though,” he said, lifting up from where he was hugging Carry’s belly as he spurted into it. 

“Pull out, and let’s see if you start changing,” Carry suggested. Topper did so, and his penis looked totally normal, like after sex. All dangly. Then it started to straighten and thicken again. 

“I-is it happening again?” Topper asked in alarm, “I feel—ooh—!” His penis flexed strongly, spurting out one more little bit, mostly just a clear liquid, then as he panted, it swelled even more, but the length started to shrink, looking like a really weird sort of fleshy trunk soon just barely poking out of him. Carry and Lucy both crowded around behind him as Topper asked, “Is it working? My penis feels... weird!”

“Your penis’s sorta merging with your scrotum,” Carry announced in fascination.

“The hole in it is getting really big, too,” Lucy said in shock, as the pee hole stretched into more of a little slot than a hole, sinking into the back of Topper’s groin. He gave an incongruous squeak when she poked it, as Carry said,

“I think your penis hole’s turning into your vagina, Topper! Wow, so you squirt semen out of it, and now it’s getting big enough for Lucy to put her penis into it!”

“It feels... weird,” Topper panted uncertainly, her new fillyhood practically drooling with arousal. “And something’s t-tight on the sides!”

“Oh... huh, your balls are still here,” Carry said in puzzlement, “The haven’t—” and when she touched one it shifted right up into his pelvis. “Oh there they go,” she said in relief. 

Ever curious, Lucy eased the other one into Topper’s pelvis, as Carry explained, “Fillies actually have balls, just like colts do. But our balls are deep inside our bellies, so we usually don’t even know they’re there.”

“They’re sore enough to be there,” Topper complained, swishing her tail above their heads as she stood there, “Is it over yet?” she asked. Then a little uneasily she said, “I sound... different.”

“Yeah, even at your age, colts and fillies are gonna sound different,” Carry said, as if she actually knew what she was talking about. “You do sound a lot... sweeter?”

“Hopefully I don’t sound less sweet,” Lucy said nervously, “I already sound pretty sour!”

“Colts don’t sound sour,” Carry said critically, “They sound more... meaty. Like a big meaty penis. Which you’re gonna have~”

Looking at Topper, Lucy nervously asked, “So, so do you feel alright?” 

“I think so,” Topper said, turning to look at herself. Her belly seemed slimmer somehow, her thighs rounder and less square. Oh and her eyelashes grew out. “So that’s what a vagina feels like, huh,” she mused.

“Yeah, it’s not much, but...” Carry said sheepishly, but Topper looked at her saying wide-eyed,

“No, it feels *really* different! It’s like my balls and my penis together, and...” experimentally spreading herself to show the pinkness within, Topper said, “It feels more whooshy. Like I could... u-uhm like I could just orgasm, just like that.”

“...can you?” Candy asked?

Topper tried for a little, before saying, “No, it just feels really... good to touch. I dunno, it’s... weird.”

“I—I wanna try fucking you,” Lucy said tentatively, “I wanna see what a penis feels like too. C-can I drink the potion, miss Candy?”

“Hmm, hold on, let me get a few things,” Candy replied.

Later she spread out her arrangement, saying, “This’s my personal dildo, but you can totally borrow it. A brush handle. A nice smooth ballpoint pen. And a little metal uh... they call these sounds, but mostly it’s just a blunt metal rod.”

Lucy didn’t entirely want to know, but she asked, “So... all those go into me, huh?”

“I wanna see if your hole closes up like a pee hole in a penis,” Carry claimed, “So yeah, get the dildo in you, and drink yon potion. Let’s see if we can get all the way down to the sound.”

Carry was pushing the dildo in and out a little bit, making Lucy’s thoughts all naughty and wanting a penis. She looked down at the potion in the crook of her hoof. She felt the dildo sliding inside her, saying, “I won’t be able to... have it inside like this. I’m just gonna go outside, from now on.”

“You’ll be able to go inside me though,” Topper said appeasingly.

“And if you don’t take it then none of us is gonna have a penis,” Carry added, “So what’dya say? You wanna feel your penis inside Topper’s fillyhood? You can put it in my vagina too, and imagine your penis flexing as you spurt seed out of it.”

“I–I’m drinking now,” Lucy said anxious but eagerly. She tipped the potion up and drank it. “There,” she announced, dropping the empty vial, “I’m a... a boy now.”

A few seconds later she announced, “I’m starting to feel the warmth... uuh, it’s going into my... vagina.”

Lucy panted more and more intensely, saying, “I *love* the dildo in me. I’m f-flexing around it it feels good not tight. I’m o-orgasming.”

“You want to put your tongue in her, Topper?” Carry asked coyly, starting to pull the dildo out, “You don’t have a penis to do it anymo—”

“No!” Lucy begged, “I I want to orgasm on the dildo. P-please.” Carry shoved it into her. “*Ah* yes! Deep! Nnf! I! Ahnnh! Nh nh nh...” her vagina burst into strong clenches, flexing around the dildo so beautifully. Lucy loved it so much, as it wound down and... it didn’t wind down.

“It won’t stop!” she shrieked, falling over as she twisted and bucked her hips, her legs jerking as she helplessly orgasmed around the dildo. Carry tried to grab for it in her teeth, but it didn’t matter, because Lucy assured her, “It’s so big! I can’t stop! Squeezing! More and! More! Unnh!” She squeezed real hard and it slipped within her, so she braced her legs and squealed, “Wanna—*squeeze!*“ and let her compulsive contraction powerfully squirt the dildo right out of her.

“H-help!” she whined, writhing in pleasure that wouldn’t stop! “I can’t! It’s!”

Topper tried to help, at least. She held Lucy’s legs down and got between them saying, “I’ll put my tongue. I can’t feel my penis but my tongue since I’m a girl and it won’t be too big.” She licked Lucy’s labia then, sliding her tongue into the storm of Lucy’s contractions.

“I can’t... stop...!” Lucy moaned weakly, trying to press Topper’s head into her vagina, but with no strength in her legs, like jelly. 

“I can barely get my tongue in you Lucy,” Topper said, to Lucy’s amazement. “I think you’re almost done!”

“I feel really... big there it’s... really tight... even without the dildo it—unh!” 

Lucy felt her vaginal contractions as weak flutters compared to this powerful flex. When did her contractions get so weak? She hadn’t even noticed! But a powerful pressure built up in her pussy, and she bucked her hips up as something flexed in there, and she felt dizzy as the pressure spiked, then released, as her body gave way, and expanded outward like a balloon. She bucked again, and pumped and flexed more, and the swelling grew out more in one direction. “It’s my *penis*“ she said intensely, staring at it as she flexed and it grew more, flexed and it grew *more* between her legs.

Topper started *licking* it then, saying, “It feels good to lick too. Mnh..” and all Lucy could do was brace there, pant heavily, and flex, erecting bigger, feeling the strange alien softness of Topper’s tongue caressing her pillar of flesh. Topper lifted the penis away from Lucy’s pelvis as the blood rushed into it more and more intensely, and with an intense grunt, she felt the penis Topper was cradling expand *again* a low groan escaping her as it pumped flush with blood swelling ridiculously into a thick, splayed out cone shape.

“I think she’s gonna ejaculate,” Carry said in excitement, “That’s your flare, Lucy. That’s what you do to seal off Topper’s vagina, so all your cum is gonna go into her.”

“I—I-I-I feel—!” Lucy said as she released from flexing and the relief of rushing blood flowed right out of her new penis, as it shrank down to the erection she’d always seen coming from Topper’s groin. 

“It’s...” Lucy breathed slowly, “Amazing...” laying there exhausted, as her penis wilted like a tingling stem, laying on her belly, and then shrinking down into what was most certainly, definitely, undoubtedly a sheath.

Lucy stood up to look at herself, or himself rather. He still felt... like he always felt, but that was definitely a sheath between his legs. Then something... pushed down there, making his eyes cross, and Lucy felt something slip out of her pelvis down there.

“Ohh, it’s your balls!” Carry declared, as she and Topper stared beneath Lucy’s tail. “H-here comes the other one,” he said in a ... huskier voice than he was used to, feeling it push, the pressure grow intense, and then slip through something, and... plop.

Something was pushing up on her soft little... ploppy things back there. “Careful Carry,” Topper said, “You know how sensitive those are!”

Then Lucy squeaked, except it came out as a yelp, as something sucked those ploppy things right into it.

“She likes to um... do that with my balls sometimes,” Topper said sheepishly, walking around in front of Lucy, “Don’t worry she’s pretty careful with it.”

Lucy stared at Topper in amazement, as Carry released what must have been his balls, saying, “Y-yeah. Balls feel *weird.*“

“So, you... didn’t ejaculate,” Topper said unsurely to Lucy.

“I don’t think so,” Lucy said distantly, “Maybe I need to do it inside you?”

“Thinking like a colt already!” Carry crowed in amusement. “Let’s see if you can get erect again.”

“Can I?” Topper asked, nosing up next to Carry right by Lucy’s new sheath back there.

“No, what you need to do is use your vagina,” Carry said informatively, “Show Lucy what you got down there, and I bet it’ll make her—uh—his penis come out.”

“If it’s that simple, I guess,” Lucy said uncertainly, “I never understood how Topper did it.”

“Well I never been a guy, so I dunno, but just stare at her pussy,” Carry suggested, “Imagine it opening up, a colt mounting that filly and mating with her.”

“Smell it, too,” Topper said encouragingly, presenting for Lucy, and backing that round filly butt right toward him. “It should smell really spicy and good, sort of like a penis, but... snappier.”

“Yeah it... it does smell pretty good,” Lucy said dazedly, staring at Topper’s pert little vulva just sitting there in the middle of her round hips. “Your hips are really... round.”

“Oh, yeah think about how round they are,” Topper suggested, lifting her tail higher, “Nice and round, just like my round uh... wow, is my belly really all round and... curving right up into a fillyhood?”

“Y-yeah,” Lucy said, feeling something shifting between his legs. “I think my... penis is coming out,” he said reluctantly, lifting a leg and taking a look. “W-wow it kind of stretches when it bends like that,” Lucy said, looking at the colthood that he felt just sort of slide out of him.

“Lookit her pussy again,” Carry said eagerly, “Try licking it even.”

“I–I’m probably already wet though,” Topper said in alarm, “The potion was making me um... melt inside.”

“Don’t listen to her,” Carry said with a roll of her eyes, “Topper’ll love it the moment your tongue touches down.”

“Yes, I... I know,” Lucy said shyly. He looked at Topper’s fillyhood, and touched it with his tongue, making Topper stiffen and shiver from the feeling of it.

“It’s really intense sometimes, to feel it just close to being touched,” Lucy said thoughtfully, “Like where I can just... feel your breath...” Topper stiffened even more as Lucy breathed upon her mound, her tail pretty much straight up, as she said, “M-my legs are getting stiff. I–I think my body’s getting ready for... a colt to put semen in it.”

Lucy replied, by licking Topper’s vulva, kissing it tenderly, and teasing her tongue around the edge of it. 

“O-oh, oh, o-oh oh. O-oh.” Topper said distantly, trying to describe what she was feeling, even though they all knew full well it couldn’t be captured in words. Lucy felt... powerful at this. He was moving Topper as much as Topper had ever moved him, and Lucy had... a penis now, that could go in there, and put semen in Topper. He licked at Topper’s teats, and Topper actually had little teats now. Topper never understood just how those felt good to lick, and press, and play with. She understood now of course, as Lucy swirled the tip of her tongue around the filly’s right nipple.

“You’re right!” Topper exclaimed in shock, “Teats feel like... like touching my penis, but it’s in my belly!”

“Just wait until Lucy gets mounted on you,” Carry said smugly, “Then you get to learn what *ears* feel like.”

“I–I’m gonna bite his ear,” Lucy said indulgently, “Just like a boy. I’m gonna... grab your flanks, and make you want it so bad.”

“M-my flanks?” Topper asked in confusion, “What about my flanks?”

A delighted giggle rose from Carry, as the sitter said, “Topper doesn’t know!”

“A-a-am I erect?” Lucy asked, trembling there with the need to... hump his hips. Into Topper, he supposed? “I can feel it but I can’t feel feel it, so I don’t know iiiiIIF” He sucked in a breath as a hot wet tongue slid all along his thing, that he had. It was like licking his innermost vulva, but big, and cylindrical, and tense, and hungry to... mount a filly.


“I... I wanna mount a filly,” Lucy said distantly, “I don’t wanna be mounted anymore. I just wanna climb on top of you, and push *this*“ he bucked his hips, “Into you. I don’t care if I n-never get a penis inside me again. I wanna feel this thing inside you. Grab you and and”

“Mount her then,” Carry said in slit-eyed delight.

Lucy did, just... grabbed Topper’s butt and reared up on top of it. “I-I know what it feels like,” Lucy said apologetically, grabbing Topper’s thighs, and snugging extra tight against her flanks, “It’ll be okay, just... just let me start, and it’ll feel better. Ohh you are gonna love feeling me inside you.”

“I really need it!” Topper whimpered, “I just orgasmed a-and it just—ahh!” Lucy gasped too, as his new needy phallus slapped against Topper’s belly. He thrust against Topper, but the penis went the wrong way, and Lucy said anxiously, “I–I don’t know how to get it high enough, Topper! It keeps going below you!”

“Slap my belly again!” Topper instructed urgently. Lucy blushed, but did so, and just... slapped Topper’s belly as hard as his penis could flex.

“Hee, I felt you slapping my teats...” Topper said in giddy excitement, “O-okay, so that’s how you lift your penis. Just... flex it slowly, like slapping, but hold it up against me.”

Lucy did, hugging Topper tight, saying, “I... I feel it! I need... do I need to put it in you? It tingles and feels weird!”

“I-it’s okay Lucy, I... wow, I thought I’d be the nervous one,” Topper said, looking back at the colt mounted on her butt, “It’s kind of cute, how you just... don’t know how to use your penis.”

“G-glad to be cute?” Lucy said, trying to smile even as he *needed* what was surely Topper’s vagina. He had no idea what it was gonna feel like.

“Just slide your penis up my belly then,” Topper said, in a pleased tone, nestling her hips right up against Lucy’s. “Pull your hips back to slide the tip up to my fillyhood. Just like you felt me do to you.”

“Oh is that why you... wow,” Lucy said, shifting his hips back, that penis tingling even more as it lightly stroked along Topper’s warm belly fur.

“Just... wiggle it around then, until you get it in,” Topper said uncertainly then, “That’s what I did—hk!”

Lucy poked his penis into something incredibly soft and warm near Topper’s tail. “T-that’s the right hole, right?” Lucy asked, blushing at the feeling of his penis nestled right up against Topper’s wet fillyhood. The tip was even more sensitive than the sides! It was like pushing her whole clitoris against another filly, except Lucy’s was huge, and hopefully full of semen for Topper. 

“I think so!” Topper said anxiously, “It feels... s-softer than I thought it would feel!”

“It’s the right hole,” Carry said helpfully laying down next to the two of them, “Just push against her. I’ll hold you steady until you’re in.”

Lucy felt a stiff hoof press up against his penis then, looking down at the shivering Topper saying, “Ohmygoshohmygoshohmigosh...”

“It makes you want it more, the more I touch just on the outside like this,” Lucy explained, teasing at Topper’s entrance, “It’s not as intense when I’m inside, but... also more intense.”

“Huhh I can’t stop *wanting* it,” Topper whined, stepping back with a hind leg putting strong pressure on Lucy’s penis, clearly trying to get it into her. Lucy was not going to let Topper beat him to the punch. He pushed his penis against Topper, and into Topper’s wet, hot fillyhood, and Topper gave an intense, urgent squeal as her body just opened before Lucy’s cock, and Lucy found himself enveloped in an incredible warm wetness. 

“I’m opening you!” Lucy gasped, thrusting hungrily as Carry stopped supporting his penis, “You can’t *stop* your vagina from stretching open, deeper and deeper as I—oh Celestia, you’re so *hot* inside.”

“Hot... and wet...” Topper said huskily, as Lucy bottomed out inside him, and immediately started thrusting. How could he not? He wanted to push in, out, in, out, in, out... “Lucy, I... need your semen inside me~!” Topper whined, as Lucy couldn’t stop fucking her, “My belly needs a boy’s... semen in it. Imma girl I’m gonna keep your... semen safe in me, all day and all... nnh you keep *sliding* in me Lucy!”

“I *have* to,” Lucy said desperately, “How do you *stop?* I have to push in, out, in, out, in, out,”

“It’ll fill you up,” Topper panted, as Lucy was reduced to intense needy grunts and fucking, “It tingles more and more, every... thrust... and it floods into your penis, r-ready to cum in me. Then you *flare.*“

It happened just like Topper described! The tingling was more and more, and Lucy said, “I–I think it’s happening! It feels so good Topper~!” 

“Why’s... my entire *body* tingling,” Topper panted intensely, “Only need my va... gina. Only need you *inside.*“

Lucy *flared* and Topper squealed again. “Can’t stop *squealing*!” she whined shrilly, “It’s... growing inside me! I—oh oh ohh Lucy you can’t stop... now it’s just... gonna...” 

“H-how do I ejaculate?” Lucy asked desperately, “What does it feel like when I’m going to?”

“I... I... I’m not telling,” Topper said challengingly, “Just... thrust until it... it happens.”

Lucy tried. He couldn’t bear to pull one inch out of Topper. They were practically one pony now. He couldn’t pull out. Short, deep thrusts overwhelmed him with growing waves of pleasure, until he didn’t know if this would be it. No, another one! Thrust! Bigger! Thrust *Bigger!* Thru— “Hlck!” Lucy felt something flex in the base of his penis, and hot fluid rushed out of him. It was pulsing, pumping the fluid out all on its own, like when he had an orgasm as a filly, except instead of compulsive clenches around Topper’s penis, now the muscular contractions were pumping semen powerfully out of him.

He stared at Topper as he came. He stared in disbelief at the hot, round rump he was mounted on, surrounded by her hot clenching wetness. She was alive in there. She *held* his penis with that vagina in her hips. And Lucy was pressed so hard against Topper’s rump, feeling goosebumps as his dick bucked inside her, pumping hot rushes of cum out of his penis into those beautiful hips, filling Topper’s eager fillyhood with the semen it needs. 

Lucy pushed inside Topper, and grunted, “It’s... spurting...” then just breathed as he unknowingly impregnated his friend, loving every rush of semen that Topper was going to carry inside her hips right where she now needed it.

.....

“Do you wanna know what a colt feels like when he orgasms?” Carry asked, “Because he felt really good, squirting semen into you. Do you want to orgasm too?”

“To squirt out my... semen?” the filly asked in confusion.

Shaking her head, Carry said, “No, when you orgasm, your vagina starts squeezing on its own, like all around his penis, or whatever else’s in there.”

“His penis... isn’t,” the filly said, as Topper dismounted, “It just kinda... slid out.”

“Well, I have a few toys you could have, so you can really feel your orgasm,” Carry offered happily.

So with a small dildo firmly embedded in the filly’s cunt, and Carry tickling the filly’s soft button around it with her tongue, the filly’s cries rose in pitch, as she said, “I think—! I thiiink—! Ah! It’s—even more!! It won’t go down! Hahh! Hahh! Hanh!!”

The filly’s squeal cut off as her vagina started clamping down on the dildo in there. She whimpered in intense, shallow breaths, her tail bobbing with the force of her need to rhythmically clench.

“That’s what I was feeling,” Topper told the orgasming filly, “Every time your vagina squeezes, my penis squeezed too just like that, but it squeezed out semen into you, because I’m a colt!”

“Ah... hah... hh...” the filly panted, reaching out a foreleg to touch him, and pull him against her, hugging him desperately as she quivered against the colt, “Ah! Nnh! Nh...”

“But... maybe not as much as you,” he said, as the filly finally started to relax, “It’s less um... scary to orgasm as a colt. Are you okay?”

“I’m *woooonderful*,“ the filly said in a drunken daze.

...

They were pretty inseparable when they weren’t literally inseparable, and it was so adorable how the two would ask permission to come over to Carry’s place, because they were so eager to start mating, they just started doing it right there in the middle of her apartment. The filly liked Carry though, and loved sharing with her, crying out so sweetly, “Ohh, he’s *flaring!* I want his semen into me! Oh Topper, I need it! Hurry—oh, yes, yes ungh, *squirt*“ She groaned indulgently, staring serenely forward at Carry as the colt’s cum pumped into her.

The filly wasn’t as interested when Topper was cumming inside Carry, but she was fascinated with Carry’s growing belly, as her pregnancy started to take hold, and Topper’s foal started growing inside her. Especially when the filly herself started feeling funny, having an odd appetite, and eventually a growing belly.

It was kind of inevitable as the two matured. A filly who delighted in sex so much that she’d present for Topper and wave her tail high over her butt any time she thought he might be willing to mount her, who grunted in more and more satisfaction, as Topper’s semen started coming out in earnest, it was very likely she’d get pregnant. It went about as well as when Carry got pregnant though. Thankfully the filly figured it out before her parents did, and the heavily pregnant filly waddled into the abortion clinic with Carry to get that taken care of, so she wasn’t forbidden from being friends with Topper. 

And the filly grew to love getting pregnant, moaning things like “The baby is going into me!” whenever Topper started pumping her full of cum. She even went all the way to giving birth once, before she’d even hit her growth spurt, and that was an experience. It was kind of tricky, but with the orphanage helping out, the filly could go there as a volunteer, though it wasn’t specified to her parents that she was volunteering to stand there nursing the young foals.

...

Several years later, a teenage Topper had mounted Carry, humping his much thicker, more mature penis into her eager pussy.

“I can’t believe you let me do this,” he panted, “Not a... a stallion,”

“Stallions already know,” she said intensely, “They know all about their *dick.* You, it’s just... do your... balls feel bigger this time? Gonna put ...another foal in... me?”

“Can’t believe I’m a... dad...” he huffed, scrunching his eyes shut.

“I’ll never tell~“ she said sweetly, “You wanna give her a... a sister, huh?”

“I... I...” he had no answer as his climax rushed up in him.

“You saw her come out,” the mare said hungrily to the teenage colt, as he thrust deep and stopped. “I couldn’t stop birthing her. Right’n *front* of you. You’re doing that to me again, Topper. You’re doing that to me *again.*” 

“Nnoh I ohhnnn!” he tried to say, then his penis bucked, bursting ropes of fertile cum into her.

“Can you feel your tight balls, putting their seed in?” she asked sweetly, as the colt ejaculated into her vagina, “All ready to make me with foal.”

“Fffoal...” he groaned huskily, pulling her ass to his and cumming as hard as he could.

etc

S: Alright, so I’m your sitter now. Your parents put me in charge, so what I say goes.
B: Uh huh.
S: They want me to make sure you get your homework done, and have a nutritious dinner without any snacks.
B: Whatever.
S: But you don’t give a fuck about your homework, and broccoli makes you want to hurl, right?
B: ...what?
S: So we’re gonna get your homework done, as painlessly as possible, and I’m gonna do my best to make broccoli stop tasting so awful for you. I bet I can totally do it.
B: No you can’t. Broccoli *is* awful!
S: But first, we’re gonna play a little game to get to know each other better. I wanna prove I’m on your side, and give you a little something to look forward to.
B: Okay? Can’t I just go watch TV?
S: Sure, as long as I get to watch it with you. But you have to play my game first, okay?
B: R-really? I could just watch cartoons?
S: You don’t even know how cartoons are tricking you, kid. You can watch ‘em, and I’ll show you all the ways they’re tricking you. But you have to trust me first, and I wanna play my game first. Don’t worry it feels awesome. I bet you’ll like it just as much as cartoons.
B: Okay, so what’s the game?
S: You have a bedroom? We can do it anywhere, but on your bed is the best way to start.
B: Sure, it’s right over here.
S: Oh, I’m so excited. I love this game too. It’s the greatest thing ever to a grownup like me.
B: Really?
S: Yeah, I hope I can be your sitter when puberty hits. You’ll fucking *love* it, then.
B: Puberty’s when I get older, right?
S: Puberty’s when your body starts getting ready to have kids of your own. Now give me a tour of your room!

...

B: And that’s my favorite comic, because it’s a team-up between the greatest superheroes ever!
S: That is pretty awesome, though why didn’t Superman use his X-ray vision to see into the fortress?
B: I uh...
S: It was probably X-ray proof. Anyway, let’s play my game now! You ready?
B: I guess so.
S: I wanna ask you something first. Did your parents or teachers ever tell you anything about the place between your legs, here?
B: Um, besides potty training?
S: Well, you can’t just go touch someone there, right?
B: O-oh yeah, it’s a no-no place. I’m not supposed to let people touch it.
S: Well your parents left me in charge, and what I say goes, so I say you can let me touch it whenever you want.
B: Okay? But why?
S: You can touch my place as much as you want too. I wanna show you what my body’s like down there. Did you know I don’t have a penis?
B: You don’t? I–I mean
S: Yeah, all the girls at your school? Not a single one of them has a penis there. They have what I got. So let me show you, and when you look at their dresses or whatever, you’ll know what’s under them.
B: Okay, I guess. I didn’t think there was anything special there.
S: Just watch. ...see there, between my legs?
B: There’s nothing there!
S: Yep, no penis or anything. You wanna touch it? It’s really warm and soft down there.
B: Okay? I mean if it’s okay...
S: You bet!
B: ...there’s a thing down there.
S: I’m really warm and soft though, right?
B: Yeah, but you have a... wet place?
S: That’s my pussy. Don’t worry it’s not pee, and it’s supposed to be wet.
B: It’s just soft and... oh, oh I’m sorry!
S: No it’s... it just feels good when you put your fingers in there. Can I touch your place, too?
B: Uh, y-yeah I just... pull my pants down?
S: Yeah, leave your underwear on. Now check this out.
B: ...you’re touching it through the underwear, y-you’re putting your fingers in the... place.
S: It’s called your fly. You know your penis feels really warm and soft, too?
B: ...you keep squeezing it. Nhh...
S: Feels pretty good, huh? How about you take off your underwear now, and we can *really* touch it.
B: ...okay, so you’re just gonna touch it with your fingers?
S: At first yeah. ...oh, you’ve got these cute little balls down here. I don’t have any balls, so I don’t usually get to touch them. You have them though, ‘cause you’re a boy.
B: Y-yeah...
S: I’m gonna touch your boy penis again. Ohh, this’s the place where the pee comes out, and your little shaft feels soft, and a little rough underneath.

...

B: It... it feels strange.
S: It’s because you’re getting an erection. See how your penis’s getting longer, and thicker? It’s getting engorged, they call it. Every beat of your heart pumps more blood into it, making it grow bigger and stiffer.
B: ... unh... it keeps squeezing in there. I don’t think it can get any thicker!
S: Go ahead, squeeze in there while I hold it in my fingers. Ooh, it’s flexing against me, and you’re doing it.
B: A-again? Wow it’s f-flexing. You like that?
S: I’ll show you what I like. I need to sit on your bed, and I want you to bring that erect penis over here. Stand right between my legs like this.

...

B: Oh, I can... I can touch you *with* my penis. R-right?
S: Perfect. I want you to push your penis in where it’s the wettest. See how much of it you can get inside me.
B: W-wow it feels really... wow! I just... it just went all the way in!
S: Right up to your cute little balls, pressing up against my pussy, huh~?
B: W-why is my penis *inside* of you?
S: Well the baby’s gotta get in my tummy somehow.
B: What?
S: Try pulling out just a little, not enough to pull all the way out, then push in again. Oh, yes... that feels good for me too. And again... and again... oh wow, it’s *happening* to you.
B: W-what is?
S: What you’re doing is called mating, breeding, fucking, or sex. You keep thrusting your penis into me, and it feels better... and better. I—I feel it too. Wow you’re sliding all inside me.
B: Y-you’re really ...slidey!
S: I’m wet for you~ to make it easier for you to fuck me. It’s okay if you can’t... stop. Just... do it as long as you need to. Oh oh faster and f-faster. Just *grab* me and push... into me.
...
B: It’s... tingling so much! I can’t—
S: You’re doing great, ohhh! Just *only* think of your... penis and how it’s... *deep* inside me. I’m *hot* in there, like an *oven.*
B: I love this so much...

...

B: It’s—tingling more! F-filling me up nnh!
S: Ohh you’re so gorgeous, kid. It’s taking you. Let it fill you up. Let it happen to you.
B: Nnh! Nhh! Nhh!
S: It’ll... feel like you’re falling... rushing outta you. Making you thrust...deep and *hold* it in there. Keep thrusting. Make it oh... ohh...
B: I—can’t... stop...aaahh!
S: Oh, yes!!
B: hnh nh nh...
S: You’re orgasming, deep inside me. I felt it. Your penis just started jerking in me, and you couldn’t stop.
B: I... yeah. I just... wow.
S: You’re here in your own room. You just came in a girl for the first time on your own bed. Came to orgasm.
B: Orgasm?
S: That’s what it’s called, what just happened to you.
B: It felt... good. I don’t know
S: It’s okay if you can’t describe it. You can do this to me as much as you want.
B: I um... it doesn’t feel...
S: You don’t have to keep thrusting. It takes boys a while to recharge. Can you feel your penis getting softer? It’s going back to normal now.
B: Oh, yeah it is hanging... w-wow it’s all gooey.
S: Yeah, I’m pretty gooey in there. All that goo makes sliding feel incredible!
B: It really does!
S: So, until you’re ready for more, how about we tackle some of your homework assignments?

...

B: I love... this gonna... with my penis...!
S: That’s it, just let it go. Fill me up with your orgasm. 
B: I feel so... so good, I want it... ahhhnh! 
S: There you go. Just let it happen to you in there. You’re doing such a good job!
B: nh nh nh nh...

...

It became this unspoken thing they did, soon as his parents were away. His babysitter would lay on his bed, and he’d climb on top of her and fuck her until he orgasmed. She actually helped him with his homework, and so help him, he was starting to like broccoli. Then he hit puberty and things got absolutely awesome.

S: Ooh, your penis’s up to an inch longer than it was last year! And just as much around, you’re getting so thick.
B: Yeah... um... can I fuck you or...
S: Hold on, I felt you do something in me last time, and I wanna make sure it’s what I think it is. Just sit here and relax, I’ll give you a little lap ride.

...

B: Ohhh it’s—!
S: You’re *just* about to climax, huh. If I keep thrusting instead of *pressing* you deep into my *pussy* and *grinding* against you, it’ll happen to you.
B: Y-yeah please
S: I wanna see what it looks like when you orgasm though. Your penis might have started ejaculating.
B: Ejaculating...?
S: But we can’t see into my hips, so I’m gonna finish you with my *hands* and *mouth*.
B: Mouth??
S: Yeah, I’m gonna pull off of you, leaving that ooh poor penis just aching to cum in that vagina of mine. Ooh yeah, you’re trying to thrust into my vagina, and my vagina wants you in there, but I gotta see this, and show you.
B: P-please hurry—ohh!
S: I’m gonna... lick all my juices... right offa you. Slide your gooey stiff penis in my hand. Yeah, that’s right... thrust into my hand. See the head of your penis just... sticking up there? Feels like it’s swelling bigger, ready to orgasm in my vagina. I’m gonna kiss it, right on your pee place.
B: Oh... Unh... ohhh...
S: You’re gunna orgasm. I want you to cum hard as you can. This is what your penis is doing inside me. This’s your own penis, *cumming.*
...
S: Your balls are tight against your shaft. Your body’s ready to—
B: Nhhh!
S: There you—oh wow! 
B: Ahh! Ahh! Ahh!
S: Did you see that? You’re ejaculating! You have semen now!
B: Y-yeah... that’s okay? I didn’t even know it was...
S: I’m so gooey inside, it’s hard to tell when you add to it. But you’re ejaculating, my little man. Getting all grown up.
B: Aww, but what’s ejaculating?
S: When men orgasm, after their penises start growing up, this stuff starts squirting out of them. It’s called semen. That’s why you really have to take a break, because you got a gland inside you that needs to refill with semen before you orgasm again. So it just means you’re starting to get all grown up! You’re gonna sound like a man soon, with a man’s penis, when you have sex with me the incredicool way. You already know how you’ve been wanting it more and more. Well when you’re a man fucking a woman, it’s gonna be the greatest thing ever. And I love how big and thick you’re getting. You can stretch me wide, which is just what my pussy loves to do.
B: Yeah I love to... and hug you after... and your breasts...
S: That’s it, just pull back my shirt and suckle at the... oh. ...my nipples got so huge, when I was a... little girl, and my breasts started growing. I started wanting a boy to hold me and suckle them, so I could hug him, and let him cum inside me. 
...

B: I... I’m gonna...
S: You remember your semen firing outta your penis last time. Imagine *shooting* it into me. You’re gonna... push deep and... lookit my pussy where you’re gonna... pump it into me, right here. ...you can’t even... hold back you’re gonna... do it *hard* as you can. 
B: Hanhhh!
S: That’s it... fill me up. Put your semen into my vagina. I can feel it...

...

B: It’s gonna... I’m gonna... ejaculate!
S: Do it I... I want every drop deep inside. Oh oh oh...
B: Ohh thank you, it’s happening my whole... penis... nnnhh—!
S: Good job, little man. 
B: hnh nh nh nh...
S: I feel you doing it in there. I’m gonna keep your semen inside me. Tomorrow, you can look at my hips, and... with my pants on, and your semen will *still* be in there.
B: Y-yeah and last week...
S: And your semen from last week. A little piece of you is inside me now, doing wonderful things to me.
B: Like what?
S: Like making me feel good! Ohh your penis feels *amazing* and so big these days.
B: ...can I suckle? B-before I pull out?
S: I dunno, can you? There you go, just kiss it and feel the softness of my... breast. Your penis’s still inside me, little man. Just let it soften in there, where it’s nice and warm. I’ll hold you in my arms, and be soft and wet for you...
B: Mmm...

...

B: I can’t stop... putting semen into... into your... vagina!
S: You’re in a... girl. You’re gonna... spurt your semen into... me. Lookit where you’re pushing... deep and ahh! Squirting!
B: unnnnghhh...
S: My little man... deep inside, letting it all squirt out, impregnating your woman.
B: What’s... impregnating...
S: I’ll tell you in about six months.

...

B: I put *what* inside you?!
S: Yup, that’s why my belly’s like this. Feels pretty cool, huh?
B: I-it’s bigger um... yeah pretty cool. But—what?!

***

B: Are you okay?!
S: Yeah, just... cervix’s still dilating. Wow, would you look at the size of that thing... your baby’s just gonna slide outta me now, right?
B: I–I don’t know!
S: Look at me, turning into a... baby birther. I can’t stop dilating, and squeezing. Notta pregnant girl anymore, turning into a mom. Wanna push this baby out more and more. I wanna give birth all over ya. So catch the... the baby when I *need* to unh... fire it out my... spread my legs and *birth*~