“Pinkie, where do foals come from?”

“Ooh,” Pinkie said in intrigue, “You wanna know where you came from?”

“I tried asking mommy,” the plain brown Pound Cake said glumly, “But she just said she’d tell me when I was older.”

“Well I’ll tell you,” Pinkie said, adding in a conspiratorial whisper, “But you have to promise not to tell your parents. I’d get in big trouble!”

“R-really?” Pound whispered back, surprised.

“They want to wait until you’re older,” Pinkie reasoned, “So they’d be mad if I told you now.” With an indulgent giggle, she said, “But I’ll tell you anyway, if you can keep a secret.”

“I can keep a secret!” the colt protested, puffing out his chest.

“Do you proomise?” Pinkie asked, fluttering her eyes.

“Yes I promise I won’t tell, now tell me!” Pound said impatiently.

“Do you Pinkie Promise?” Pinkie clarified slyly.

“Cross my heart and hope to fly, stick a cupcake in my… eye,” Pound Cake said, careful not to stick an actual cupcake in his eye this time.

“Okay, I’ll tell you,” Pinkie said, “Buuut, you have to get your sister first.”

“Aw man, why her?” Pound Cake asked in disappointment.

“She doesn’t know either,” Pinkie said, “Plus if I tell you both, I can also show you!”

“I guess I can ask her,” he said glumly.

“Don’t worry, she already asked me,” the slim pink pony told him with a wink, “She’s just too shy to ask you so far. So just tell her Pinkie said she’d show you where babies come from, and she’ll be right here, I bet. I want you two to meet me in my room after work today, okay?”

“Okay,” Pound Cake replied hopefully. He told Pumpkin, and sure enough she had asked Pinkie. It was because their aunt just had babies, and neither of them knew where she got them from. So both foals were curious. Eventually the orange unicorn and brown pegasus were up the stairs, crowding their way into Pinkie Pie’s room. Pinkie had moved the tubquarium to make a space for them all to stand, and she jumped off her bed, announcing,

“Great! You’re both here! And you both wanna know where babies come from, huh?”

At her teasing tone, the foals blushed, but Pound Cake stepped forward saying bravely, “Y-yeah, just like you promised.”

“Okay, so you know how a little seed sprouts, right?” Pinkie replied, as the two foals settled on their haunches before her, “Then it grows into a little sapling, and then a big tree. Well, foals start out the same way too, from a little teeny tiny itty bitty seed. I was once one of those, and you two were once one of those too. Just a little ball that grew and grew, and grew a head and legs, and I guess a horn and wings for you two, and a tail! Until eventually you were like Mrs. Marzipan’s brand new foals. But that’s not the really cool part about it. You remember how fat your aunt was getting, with her big belly?”

“Y-yeah,” Pumpkin Cake said shyly, “Then she got skinny again after her foal.”

“That’s because the foal came out of her,” Pinkie explained, “See, a seed has that hard shell all around to protect it, but pony seeds don’t have one, so they need to be protected. And that’s what every mare has inside her belly, a special safe place for a foal to grow called a womb. Mrs. Marzipan wasn’t getting fat. She was growing a foal inside her!”

“And that’s why she stopped being fat,” Pound declared in shock, “Because the foal wasn’t inside her!”

“Right!” Pinkie said in delight, “And did know that colts don’t have a womb? Only females can grow a foal in their belly, like me, or like Pumpkin Cake here.”

“M-me?” Pumpkin asked, surprised.

“Why can’t I do it?” Pound whined.

“Because,” Pinkie said dramatically, “How do you think the foal got out of Mrs. Marzipan’s belly?”

“…her mouth?” Pound tried, having a hard time even imagining that.

“No,” Pinkie said teasingly, “The mouth goes to the stomach, not the womb. She needed another way to get the foal out. You wanna see it?”

“I… yeah?” Pound Cake said curiously, “What do you mean?”

“Well, I haven’t had a foal yet, but I have a place for a foal to come out of,” Pinkie said, “And so does Pumpkin. That’s why she’s a filly and you’re a colt, because of that very special place.”

“How could a… a foal come out of my pee place?” Pumpkin said in disbelief, looking down at her orange fuzzy belly between her haunches.

“I’ll show you!” Pinkie repeated. She bounced up then, and turned around, saying, “Don’t worry I promise not to pee, but take a look under my tail.” Lifting her bountiful tail, Pinkie added, “You see the place where I poop, but do you see something else?”

Pumpkin puzzled saying, “Your fillyhood? I still don’t see—”

“It’s like a slit,” Pound Cake said in definite interest, “And you don’t have any… colt stuff, like balls.”

“Oh, me and Pumpkin both have balls,” Pinkie replied, letting her tail drop, “But they’re way up in our bellies, right next to our wombs. They’re what make that little seed that grows into a foal. Mine are making them right now, in fact. And Pumpkin’s probably making them too!”

“I… but… you don’t have a foal,” Pumpkin reiterated self-consciously.

“Yup, and I wonder why that is?” Pinkie said in a hinting tone, “Maybe it’s because I need a special something to combine with my egg, before it’ll start growing. Like how you need a spark to start a fire, but not nearly as hot and burny.”

The foals seemed at a loss to imagine that, so Pinkie lifted her tail again saying, “Come on, take a closer look at my fillyhood. You can touch it or whatever you want even. I give you full permission. Try pulling it open!”

Pumpkin Cake was leery of touching there, since she knew what it was like to touch that place, but Pound Cake was outright mesmerized. “I-i-it’s really soft,” he said, poking Pinkie’s mound with a forehoof, “And squishy?”

Curious, Pumpkin joined him, pushing her own hoof into Pinkie’s soft slit, saying critically, “It’s not any squishier than mine. I think it’s supposed to be like that.”

“Oooh, open me, open me!” Pinkie declared excitedly, her tail not drooping one tiny bit.

With Pound’s hoof on one side and Pumpkin’s on the other, they easily pulled open the mare’s fleshy entrance. “Wow, it’s… stretchy!” Pound Cake declared, gazing at the gleaming moist flesh in there.

“Is mine stretchy like that, too?” Pumpkin asked, looking with interest, but not the fixation of Pound Cake.

“Ours are really stretchy!” Pinkie announced, “For a good reason! That’s a tunnel you’re looking at. A squished up tunnel, but still a tunnel. T-try pushing your hoof into me. Your hooves aren’t too big, so I bet I can stretch aaaall around them, aaaall the way into my belly.”

“M-me?” Pound Cake asked dazedly.

“Either of you, or take turns,” Pinkie replied.

“I’ll do it,” Pumpkin Cake said bravely. Pinkie slid closed when Pumpkin released her butt, but Pumpkin pressed her orange forehoof against Pinkie’s slit, sort of working herself into it.

“Deeper,” Pinkie said, breathing harder. Pumpkin tried to wiggle it deeper, but Pinkie declared passionately, “No, push harder! Slide me open~!”

Pumpkin pushed, and her hoof slid into a slick heat so warm she almost pulled back in shock. “I–I–I can go… really far in,” Pumpkin told her brother distantly, sinking her foreleg deeper and deeper into Pinkie Pie’s wide ass. Pound just stared back at her in amazement.

Pinkie’s whole body shivered once Pumpkin hit a point of resistence. “It’s really hot,” she said blushingly, “And it’s… squeezing my leg.”

“I can’t… help it you just feel so good in there!” Pinkie answered passionately.

“How far is your arm going in?” Pound Cake asked in disbelief, “Is she like a cave in there?”

“More like a… bag of dough,” Pumpkin said thoughtfully, shifting her hoof around inside Pinkie Pie to test the pink pony’s pussy’s limits, “She’s really squeezing around me in there.”

“Can you put your whole arm in?” Pound asked hopefully.

Shaking her head, Pumpkin said, “I can’t get deeper. I think that’s as deep as she goes.”

“You’re… you’re pushing your hoof against the… entrance to my womb!” Pinkie said breathily, shifting on her hind legs sensitively, “That… place opens up really big, and my… womb is even deeper.”

“I wanna try,” Pound Cake said eagerly, “Lemme feel it!”

“Okay,” Pumpkin said amiably, pulling her leg out of Pinkie Pie. The fur of her foreleg was soaked with Pinkie’s clear juices. It smelled… really like something.

Pinkie gave a startled squeak when Pound pretty much just pushed his way all the way in. “S-sorry!” Pound Cake said, staring at his arm embedded in Pinkie’s vagina in amazement, “It just went all the way in! Wow, you’re really hot in there!”

“Ponies… ponies are really hot inside…” Pinkie said huskily, her canal tightening around Pound Cake’s hoof even as her delectable scent was making him dizzy with want. “S'why,” Pinkie said, “You put the thermometer… all the way in your mouth. Hotter… inside… p-please lick me.”

“What?” Pound Cake said uncomprehendingly.

“Please just… lick all around where you’re… going into me,” Pinkie said urgently, “I need it.”

Pound couldn’t reach easily, so Pumpkin said, “I’ll do it.” Pound startled as Pinkie’s vagina outright clenched around his arm when Pumpkin’s hesitant tongue brushed up against her stretched entrance. “I-it doesn’t taste bad,” Pumpkin explained embarrased, then tonguing more strongly as Pinkie shivered and whimpered,

“Yes… yes that’s so good… yes… nnf…”

“I wanna try!” Pound Cake said, pulling out of the pink pony’s birth canal. As he did so, her vagina clenched as if to pull him back in. The whole time his arm pulled out, Pinkie panted heavily, saying not a word.

As Pumpkin started to get out of the way, Pinkie said, “No, Pumpkin! Put your hoof in… in me. He has to lick around it. I n-need… you inside me!”

Nervously, Pumpkin again worked her way into Pinkie Pie, surprised by how the pink pony’s former flutters were more like hard clenches now. It was hard to force her way in even.

Pound pushed his nose up under Pumpkin’s arm, murmuring between licking, “It… it smells so good.”

“Yeah,” Pumpkin said a little less enthusiastically, “It really smells… spicy.”

“Just keep licking!” Pinkie declared, “I’m almost…!”

She was almost whatever, until Pumpkin felt Pound’s tickly tongue actually push in under her arm, wrapping around that thing that was winking out when Pumpkin was licking Pinkie. Pinkie’s clenches… stilled, and her breathing deepened bit by bit, until Pinkie gave a low moan, as her passage came alive around Pumpkin Cake’s hoof. Pinkie rocked there, moaning in quiet senselessness, as Pumpkin said, “You’re really… squeezing, like over and over. A-are you okay? Wow your whole body in there is just… grabbing me all over.

“Rippling,” Pinkie gasped as her orgasm started to subside, “S'called rippling… in waves… oh yes…”

“S-should I stay in once you stopped?” Pumpkin said uncertainly, at the quietly unresponsive pink pony. Pound actually fought with her arm as she pulled out, so eager to press his face into Pinkie Pie’s pussy. Pumpkin stepped back from the two and was surprised how Pound kept rearing up then clopping down again, and a big… something was dangling between his legs. Not like a leg, but like a giant… tongue?

“Okay,” Pinkie said once she’d gotten enough of her faculties returned to her, “Okay, Pound no. Stop! You need to… lick your…” Pinkie’s tail ended up having to shove him away, as she turned to face the foals, saying chidingly, “Pound Cake, come on. You can’t have all the fun. Your sister needs to have fun too!”

“She… she’s not?” Pound asked, looking to a nervous Pumpkin.

“I–I’m having fun,” Pumpkin denied, but Pinkie insisted,

“Pound Cake’s aroused right now. My fillyhood made him that way. And I’m aroused too. But you haven’t had a colthood in your face, to make you aroused yet.”

“A… a colthood?” Pumpkin asked, looking nervously at Pound’s weird… thing between his legs.

“Yeah, you need to…” Pinkie said still a little out of breath, “Smell it. Let his coltiness get into your head, and make you all… aroused like me.”

“It… smells alright,” Pumpkin said reluctantly.

“No, get real close,” Pinkie said, “You gotta really smell it.”

“W-what is it?” Pumpkin asked in alarm.

“Don’t you know what a penis is?” Pound Cake asked her chidingly.

At Pumpkin’s clueless look, Pinkie explained, “You didn’t see my penis coming out, Pound Cake, because I don’t have one! And neither does she. Have you ever even seen a penis, Pumpkin?”

“N-no, but it’s… big and… floppy and does it hurt?” Pumpkin asked, eyeing Pound’s thick member.

“It doesn’t hurt him one bit,” Pinkie said, “That’s just how colts get when they’re aroused. His penis comes out and dangles there, just waiting for a filly to explore it. So just touch your nose to it. Don’t worry, I know Pound Cake won’t mind.”

Pound Cake just smiled self-consciously, saying, “I dunno either. It usually only comes out when I pee. But it… it really wanted to come out. Go ahead and… and smell it I want you to, too.”

Pumpkin Cake probably should have been more cautious, but she was feeling really confident and uninhibited right now. She didn’t even realize her little pussy was dripping, as their activity had a bigger effect on her than Pumpkin Cake realized. So she nosed curiously under there, saying, “It smells… really spicy, and… and good. Oh it’s round. Not like a tongue.”

“It’s round like a leg,” Pinkie explained, “But it’s lots softer than a leg, and it feels way better when it gets touched.”

Pound’s penis jerked up towards his belly when Pumpkin nosed at it. “I–it does,” Pound said tensely, “Please go ahead and touch it, it really t-tingles.”

“You wanna lick it, Pumpkin?” Pinkie asked slyly of the filly with her nose in her brother’s groin.

“She won’t—haahh!” Pound attempted to contest, before Pumpkin dragged her broad tongue along the shaft.

“It feels really good when you do that, Pumpkin,” Pinkie said helpfully as Pound couldn’t really make words now, “He’s feeling like I did, when you licked me!”

Pumpkin delighted in this, licking her brother’s stiffening shaft, and even mouthing around the tip at times. Pound’s panting was increasing as Pinkie Pie watched critically. Then before the point of no return, Pinkie Pie declared, “Pumpkin, wait! Stop!”

Pound whimpered in orgasm denial as Pumpkin Cake pulled back, looking up at Pinkie in alarm.

“Now it’s time for him to lick you,” Pinkie said approvingly. “So lift your tail, and let him lick you there, until it’s too tingly to bear.” Turning to Pound, she told him, “And don’t stick your hoof in her. Pumpkin is much smaller than me, and it might hurt her if you did. Only your tongue, okay?”

“O-okay,” Pound said, with barely a hint of restraint left in him.

Pumpkin Cake said, “I’m not supposed to… I wanna feel it but I mean… don’t make me all… all squeezy like Pinkie Pie, okay?”

“Don’t knock it till you’ve tried it,” said the glowingly post-orgasmic Pinkie Pie, “But don’t worry. Just tell him when you’re ready for him to stop.”

Pumpkin nodded, and Pinkie reiterated, “Turn your butt towards him, and lift your tail.”

Pumpkin did so, and a sudden urge to pee rose in her. She skittered away from her brother’s nose and let loose, a squirt of urine just splashing right onto the floor of Pinkie’s room.

“Ooh, you’re really aroused, Pumpkin,” Pinkie said, “You need to be licked really bad.”

“I… I didn’t mean to pee,” Pumpkin said, wanting to cry because he’d never lick her now.

“No, it’s good that you peed,” Pinkie said, “Do it again. I’ll clean it up don’t worry. Her pee smells special, doesn’t it Pound?”

“Y-yeah…” Pound Cake said, staring captivated at her sister’s ass, so Pumpkin lifted her tail and blushed as she… peed right in front of him. The noise of it hitting the floor made her stop, then she looked at Pinkie, then Pound.

“I… I need to,” Pumpkin said surprisingly huskily, lifting her tail high and really cutting loose. There wasn’t a lot, actually. But she really just needed to pee in front of Pound Cake.

“Looks like she’s done,” Pinkie said to Pound Cake behind Pumpkin, “Still think you can lick her?”

Pumpkin was worried for his answer, but then his wet tongue pressed up strongly against her labia, and all thoughts of peeing fled her head, as she stared forward and panted, and felt… strange.

“Okay, you know how I said that an egg won’t turn into a foal without a special something?” Pinkie said, as Pumpkin’s eyes fluttered half closed at the intense tingling going deep into her body. “That something is called semen,” Pinkie said, “If I ever get any in there some day, then my belly’s gonna start growing a foal inside of it. Semen would change me into a mother, just like it changed Mrs. Cake into a mother. That’s right, your mom was a filly like you, Pumpkin. And she was a grown up mare actually. And then she got some semen inside her womb. Then her belly started getting bigger.

“And one day she was making cakes,” Pinkie related, as Pumpkin felt something strange rushing up in her, “And her big belly with two foals in it wouldn’t stop squeezing. Then she went to the hospital, but you don’t need to go to those. She couldn’t do anything but lay there squeezing her belly, until she squeezed you two right out of her vagina, like a tube of toothpaste. That’s where you’re gonna squeeze your foal out of,” she nodded indicitively of Pumpkin, “Right where Pound Cake’s tongue is right now.”

“He’s… he’s putting it in!” Pumpkin said intensely, unable to stop a strange fluttery feeling accompanying the rising tingles, “I think??”

“Boy Pound Cake, wouldn’t you like your penis to be somewhere warm and wet right now?” Pinkie asked Pound, hardly acknowledging Pumpkin’s confusion, “I bet if you climbed on her back, you could get your penis in there.”

Pumpkin gasped in her own consuming need, as Pound did. Pound climbed on her back, sliding his forelegs to capture her thighs, sliding right along her flanks! His weight came down on her, and they both panted, as Pound’s penis slapped against Pumpkin’s vulva, and Pinkie said,

“Mr. Cake does this to Mrs. Cake sometimes. That was how Mrs. Cake got pregnant with a foal. Pumpkin, you’re gonna get pregnant with a foal.”

“What?” she said breathlessly, as Pound Cake’s penis lifted, then pressed, then shoved in, stretching Pumpkin open just like Pinkie stretched open, except this wasn’t a hoof. This was Pound Cake’s penis! As soon as Pound touched her moist, soft entrance, he needed into her, his hips surging against his sister as his penis slid into an immense moist heat.

“I-I’m stretching open!” Pumpkin declared standing there in amazement as her brother just slid into her back there, “I can feel him! H-he’s in my—o-oh I c-can’t…” She found herself needily clenching all around that penis, and that made the tingles even stronger. His penis felt so hard, yet so soft. Then it pushed out even deeper inside her, expanding Pumpkin’s deepest places so deliciously.

“Y-you feel amazing Pumpkin!” Pound declared in awe.

“I-I can’t stop—” she clenched around him again, “Clenching. You keep jerking in there t-the tingling won’t go down! It’s filling me up!”

“It’s happening to Pound Cake too,” Pinkie Pie told the blushing, panting, fucked filly. “He’s gonna put his semen inside you now.”

“W-what?” Pumpkin repeated, feeling that penis and big and what?

“Pound Cake wants to put his semen into you,” Pinkie explained, “He wants to turn you into a mommy like Mrs. Cake. That’s what he’s gonna do to you now.”

“No I’m not!” Pound declared desperately, “I’m not doing anything!”

“You can feel it happening, can’t you Pound Cake?” Pinkie asked slyly, “Your body’s getting ready to ejaculate all that semen into your sister. Can you feel it?”

“I feel I-I feel… strange,” Pound Cake said distantly.

“Y-you’re not going to…!” Pumpkin said anxiously.

“You’re… so… hot,” Pound snorted, pushing against and deep inside her, “Something’s happening to my… penis, more and more, in your fillyhood…”

“Here he goes, Pumpkin,” Pinkie said cheekily, “Get ready to feel Pound pumping his semen in. Soon as you feel it, it’s gonna change you. It’ll stay inside you then, turning you into a mother, who wants to grow a foal inside her. Are you doing it, Pound Cake?”

“No! I’m not going to…” Pound said, trailing off into a thoughtful silence, breathing heavier and heavier. He felt it rising up in him, he couldn’t stop it, and surrounded by his sister’s hot wet birth canal, he found he didn’t want to stop it.

“He wants to,” Pinkie said sweetly.

“I…” Pound said, his whole body tensing up, hugging Pumpkin Cake’s orange hips, his erect penis readying within that moist clenching heat, “I’m going to.” Then his penis jerked inside her, and Pumpkin felt something hot and gooey squirt against her in there, right where his penis was pointed.

Pound Cake hungrily pumped semen out of his penis, holding her down to make sure every squirt went deep inside her. Pumpkin felt him doing it and panted too, feeling something… happening to her. She couldn’t stop taking his squirts inside her, couldn’t stop thinking about what Pinkie had said. Seriously? Pumpkin was going to be a mommy?!

“I’ll help seal the deal,” Pinkie said below the foals, and Pumpkin turned to look in shock, to find the pink pony laying belly up right next to where Pound was mounted atop Pumpkin Cake, ejaculating into her. Then Pinkie stuck her head under Pumpkin’s belly and started licking her, all over where she was stretched around Pound Cake’s penis.

Pumpkin squealed as the tingles hit her like a bus, filling up her whole body like lightning. Pinkie was relentless though, and Pumpkin didn’t even really know what a clitoris was, so all the filly could do was pant more and more frantically until with another tight squeal, it… just… filled… her… and…!

Pumpkin’s grateful moan was cut off in more frantic panting as her vagina came alive, rippling around Pound Cake’s penis just like Pinkie’s had. Pumpkin’s whole body was tingling, all the way down her arms, and even her ears. She felt Pound Cake’s semen pooling inside her and she relished it. She felt his penis holding that semen in, forcing her to change, and as sparks floated off her horn, she did. She was a pony who put things inside her now.

She was a semen taker, who wanted penises to squirt her full of… of stuff. She had a womb, she wanted to grow big, and squeeze and… and at last the rushing waves of pleasure eased. Pumpking was panting more evenly now, still mounted by her brother, still full of his penis, and his semen. Still pregnant.

“What’s…” she said breathlessly, “What’s… Pinkie…”

“And that’s where foals come from!” Pinkie said brightly before the two, her muzzle wet from Pumpkin’s juices dripping all over it.

“W-why did you make me put a foal in her?” Pound Cake asked in a clarity of mind Pumpkin could only envy at the moment.

“Because now you know how your dad felt,” Pinkie said, “And Pumpkin knows how your mom felt. Mr. Cake did this to Mrs. Cake, and they felt like… he was scared that he just put a baby into her, and she was… floored at the feeling, and the idea that she was gonna have to push a baby out of her now.”

“Wasn’t mom scared?” Pound asked, softening quickly within Pumpkin.

“No, because females can’t really get scared at that, or we’d never do it!” Pinkie explained, “Like Pumpkin, isn’t it weird how you’re not scared of pushing a foal out of you? It’s gonna be really hard, and you can’t stop doing it!”

“I… I don’t know,” Pumpkin said, confused, as Pound slipped out of her and stepped off of her, “It is weird, but I just don’t… have any…”

“It’s because you’re a female, and your whole body is getting ready to make a foal,” Pinkie said, poking Pumpkin Cake on the horn, “Including your head. This’s how your mom felt, and why she’s all weird and mommy-y. You’re gonna feel that way now, and that’s why you feel that way.”

“I-is it okay?” Pumpkin asked nervously, “I don’t feel… special or mommy…y. I’m just… me. And I can’t stop…” she looked anxiously back at her dripping with semen and very female groin, “I—I didn’t want to have a foal! How am I gonna…”

“Well, you can always get an abortion,” Pinkie Pie postulated.

“A what?” Pumpkin asked cautiously.

“Lemme tell you all about it.”

Some time but not much time later, Pumpkin walked out of the clinic with a different sort of dazed expression on her face. “All I have to do is take a pill?” she said in amazement.

“Unless it’s really late in the pregnancy, they said,” Pound Cake replied. “I guess you only have to be a mommy if you really do want it.”

“So does that mean we can do it again?” Pumpkin asked, looking hopefully at her brother.

Pound’s eyes widened, and he said, “Oh wow, yeah that… that means I could put all sorts of foals into you!”

“You really liked doing it, huh,” Pumpkin said, nuzzling under Pound Cake’s chin.

“It was the coolest thing ever,” he replied, leaning his head on hers, “I wanna do it to you again, as much times as I can. My penis wanted to squirt semen into you more than anything, and then it did. Then I did.”

“Well, don’t just stand there then,” Pumpkin said, playfully cantering off and lifting her tail, “Better start getting more foals into me right away.”

“You’re the best, sis!” he said, nosing at her vulva, and making Pumpkin pant with anticipation.

“I want your semen too,” Pumpkin confessed heartily, pushing back against Pound’s arousing intentions, “I want to put your penis into me and fill up with semen again and again.”

Pound mounted her then, and Pumpkin stared forward, panting gratefully as her brother’s penis pushed open her vulva and slid inside her. The two foals just mindlessly fucked like that, until Pound Cake was once again impregnating his sister, right in front of the abortion clinic.