Dinky watched spellbound as Rumble stroked his little erection in the crook of his hoof. She thought about it everytime she touched herself, that he could put it up into her vagina, and she wanted that to happen so much it ached with need. It seems he wanted it too, because he moaned quietly, “Wanna be in a filly so bad…” He never asked Dinky, but he was pretty shy anyway. But not so shy now, when she watched him through the crack in the door, moaning about how he wanted to put it inside a filly, and thrust and feel her.

Dinky wanted that too… she wanted to feel that penis so bad. They said it was bad to do that though, so she wasn’t sure if she should say anything. And now that she finally caught him in the act, Dinky didn’t really know what to do.

“Can’t… climax,” Rumble muttered, attentive only to his dick, “C-can’t stop seed from coming out…”

Dinky sucked in a breath at that, because that made it even more dangerous. She thought only stallions made seed! It seems he knew about it too, because his protests turned to eager growling utterances, as he thrust into his hoof, saying, “Can’t stop it… wanna do it… wanna squirt seed out into a filly, I’d…” he huffed lustfully, adding firmly, “I’d do it. I’d just put it in her and… and make her pregnant. G-gotta squirt out all my seed into a filly.”

Dinky was rubbing herself as Rumble did this, and she felt tingly and wet at how he started wanting to make her pregnant. She imagined she was the one he was imagining. That he’d just climb up and mount her, and put that penis inside.

Rumble came then, giving hoarse, relieved breaths as his little member pulsed in his hoof, squirting semen into the air. Dinky wanted to orgasm too; she knew she could, but she wanted to right then, right when he’d be putting his seed in. But even when he touched his fallen seed, and said in dread and wonder, “I could be a daddy… this stuff could make a filly p-pregnant. I’m making this stuff…” Dinky just wasn’t warmed up enough, and had to sneak away to masturbate alone, when she was worried Rumble would know she was peeking on him.

This… continued for quite a while though. She almost didn’t want to talk with him about it, because it was so exciting. Every time he came over to play, he’d give some excuse like using the bathroom, and she’d know to follow him, because Rumble was thinking of masturbating, with a penis that Dinky could only wish she had. And now he was producing seed which… meant that they shouldn’t do it. Dinky was way too young to be a mommy herself! Her own mommy would be so upset!

Or… something. Dinky wasn’t sure. Her mommy loved her, and said Dinky was the best thing that happened to her, so maybe she’d be happy for Dinky. Maybe it’d be nice to have something in common. But just the thought of a foal… it was enticing, but it was so hard to figure out. Dinky didn’t have a job, and her magic hadn’t come yet, and her mom might feed the foal, but she was already a mom, and if Dinky couldn’t feed a foal herself, how was another mom supposed to feed two foals? The lavender filly was technically having estrus, but wasn’t supposed to have a baby until way later. Would she just… take the foal to class with her? What would the other fillies think? Dinky didn’t know.

What she did know though, was she loved when her friend Rumble came over, and she loved how he climaxed, and wanted inside her. She actually did orgasm with his ejaculation once, and then had to stumble—still clenching—away from the door when Rumble decided to come out right away. She took a few unsteady steps down the hallway, before just getting overwhelmed by the pleasure again. Standing there and… and glancing to the side as Rumble met her eyes, Dinky waved a shaky hoof and said,

“Oh h-hn-hi Rumble. Whatcha… doing in there?”

“Oh, just looking at some… comics,” he said with a cautious glance back at the room. It was enough for Dinky to finish under her tail, and start to relax, thankfully, while he said, “You have a lot of really… good ones.”

“Yeah I try to keep up with the latest ones,” Dinky said with a half smile, “What’s your favorite Power Pony?”

That’s what their friendship was like, until Dinky just couldn’t take it anymore. She was watching him in her room again with her… pillow in his lap. Rumble didn’t know you could open the door very silently, and Dinky opened it just a crack to see him masturbating in there. And the things he said…

“Smells so good… wanna be inside a filly so bad… don’t care I’d just impregnate her… if she was here I’d just put it in and squirt as hard as I can…”

Dinky was blushing more and more, and not just from the stroking within her moist cleft. When Rumble said, “Don’t wanna climax outside, but I have to… o-oh Dinky, I want inside you…”

“R-rumble!” Dinky announced, pulling open the door and trotting in before she lost the nerve.

He scrambled to hide his… penis, squatting over it and saying, “Dinky! I was uh… your pillow fell…”

“You were smelling it,” Dinky said frankly.

Rumble blushed heavily at that, saying, “No I wasn’t! That’s silly why would I—”

“Rumble, I… I saw your penis,” Dinky confessed in a warning tone.

It looked like he was gonna die of blushing as he said, “Oh that, y’know, I was just…”

“You were touching yourself,” Dinky said, subtly squirming her hind legs together, “To… to put it in a filly. Like me. Y-you were smelling me, because you want inside me.”

“Please don’t tell anypony,” Rumble begged, practically kneeling before Dinky, which was quite impressive considering an average pony’s leg anatomy, “I wasn’t really gonna… gonna do anything. I was just thinking it.”

“If you…” now Dinky was the one biting her lip. “If you could do something, would you?” she asked tensely.

“…no? I…” Rumble said very uncertainly.

“If I presented to you like a… like a filly,” Dinky demanded as much as the little filly could, “Would you put your penis inside and… and cum?”

“I… we shouldn’t though,” Rumble retorted, “We’ll get in so much trouble.”

“Do you care about that?” Dinky whined, “When you’re touching yourself, and you say you’d put it in her no matter what? Even if you got in trouble?”

Rumble stared at Dinky like a cornered raccoon, saying, “I was maybe sort of thinking that but… but you don’t want to get pregnant do you, Dinky?”

“No, I don’t, but…” Dinky said, glancing downward, “I dunno how I’d do all the… things my mommy does to take care of me. It’d be crazy and hard to… figure out.” She looked at him earnestly then, saying, “But if you got your… penis good and big and ready to m-make seed, would you do it anyway?”

“Dinky, you’re my friend,” he protested weakly.

“But you wouldn’t care about that,” she insisted, “All you’d care about is getting inside me and getting the seed inside me. Y-your penis makes you feel like that.”

“Y-yeah,” Rumble said, looking away, “But I can resist—”

“What if you don’t resist?” Dinky countered, “You could make me a… a mommy, who has to give birth!” She wasn’t exactly sure what giving birth entailed, but she was fairly sure that squeezing a foal through her little cunny wouldn’t be a pleasant experience.

“But you don’t want to be a mommy,” Rumble told her emphatically.

“No, I don’t,” Dinky demured, lifting a little hoof, “But I w-wanna have a penis inside me. I t-touch myself watching you. I just…” she reached between her legs, shivering at the soft touch. “I’m in heat,” she murmured, stroking herself, “My cunny keeps tingling, and it’s so… so hungry. I’m moving like a…” She rocked in place, outright staring at Rumble as she said in a lusty whimper, “Like a colt is mounted on me. I’d just… push him in and he’d push deep and start squirting out seed l-like you do.”

Indulging in her unexpected show, the masturbating filly told the shocked colt, “I saw you squirting out seed in the air. All you have to do is… put your penis in me, and all those squirts could go inside me instead. I could feel them going into me, and I’d feel them staying in me. Turning me into a mommy.”

She winked.

“When you…” Dinky practically panted, “Touch yourself, I—I feel like that right now. If I was a colt, I’d put it inside a filly no matter what, and fillies… fillies want to do it no matter what too.”

Then Rumble just climbed up on her rump, hugging Dinky’s hindquarters to him, bearing down heavily on her. “Ohh, you’re heavy,” Dinky said as unfamiliar desires surged in her breast, and between her legs.

“That’s okay, isn’t it?” he said in an almost frantic tone, “I g-get to put my penis inside you, even though it’ll make you a mommy?”

“Yeah, you’re…” Dinky huffed, “Gonna make me a mommy, and you’re gonna feel so good like you always wanted. And I’m gonna feel good too. I’m gonna feel a penis inside me!”

Something poked her down there—his penis! “C-can feel you Rumble,” she whined, “You’re trying to get it into me…!”

“You’re so wet!” he exclaimed in shock, pressing up against her eagerly. “H-how do I get it in?”

“Just wiggle it around!” Dinky squeaked, “W-where it’s wettest. Push deeper and… oh you’re doing it!”

Rumble’s little penis didn’t feel so little in Dinky’s fillyhood. It pushed her wide right away, and then kept stretching her deeper and deeper within. “That’s… foal… in there…” the little filly gasped urgently, bracing on the floor as a precious place she only knew from the surface was invaded by Rumble’s penis. “You’re in there!” she emphasized, as he bottomed out, squishing up against her groin, “I can feel you inside me!”

“You’re… hot!” Rumble declared, then started sliding it back out, and pushing it back in. “You’re like an oven in there!”

“My fillyhood needs… your…” Dinky almost protested, then the tingling between her thighs grew too powerful to even think, as Rumble began to fuck her harder and harder.

“Be r-ready to foal because,” Rumble said, in and out, in and out, “I’m gonna put it all inside you. Gonna… push deep… I’m doing everything I can to… stuff’s gonna come out of me!”

“Rumble, I can—it’s too much I can’t—!” Dinky squeaked, as her orgasm barrelled on her like a truck. “I’m… putting my seed inside a filly!” she squealed quietly, “I can’t stop it’s happening to—mmmnnnhhh!”

“You’re—you’re squeezing me!” Rumble said to an orgasming Dinky, struggling to thrust into her, “Stop pushing me out!”

“Can’t… stop…” Dinky said in utter bliss, even as her involuntary clenches forced him further and further out of her.

“Gotta… get inside…” Rumble groaned, redoubling his efforts. He slid in right between a muscular contraction, and started fucking her deeply while Dinky felt her body helplessly writhing around him.

Dinky felt like Rumble got even bigger in there then, like his penis was blowing up like a balloon. He jammed it tight into her fading contractions, and said, “Ohh, it’s happening to me. Can’t… can’t stop it… it’s just getting higher and higher!” There was a tinge of fear in Rumble’s voice as the colt held Dinky’s rump tightly against him and said, “Dinky, I don’t wanna make you a—!” A warm burst of what must have been seed erupted inside her. “Mommy…” Rumble concluded dazedly, as Dinky felt the penis within her start pulsing just like she’d done earlier, but when it happened to Rumble, it made Dinky pregnant.

“Oh Rumble, it’s squirting out of you,” Dinky purred, as with her fillyhood spread wide around his penis, Rumble pumped every drop of his new but very fertile seed up into her womb. “Into me, not the air.”

There was a silence as Dinky was lost in the pleasant feeling of semen inside her, and Rumble was trying to comprehend what just happened. “I wanted to do it so bad,” Rumble concluded, hugging the rump of a dazed Dinky, “Oh, thank you so much, Dinky! That felt amazing! It… it feels amazing! I can’t believe I’m inside you!”

“Yeah it… it’s so weird feeling it happen to me…” Dinky panted, turning to gaze adoringly at the colt mounted on her butt, “But I… I liked it. I even did the… orgasm thing, except for fillies.”

“My orgasm… makes you pregnant,” Rumble replied solemnly.

“Am I really… I don’t even feel different,” Dinky said in amazement, “Just… so full of you. I—I never knew it felt so good to just… stuff things in there.”

“D-do you think it didn’t work?” he asked cautiously, still mounted back there, “I know I felt it go inside you.”

“Well if it… didn’t, I guess it will the next time,” Dinky told him with a smile, “Because I’m not letting you wish you could do this to me again. You want it, you mount me and… and I’ll make a foal.”

After he pulled out of her, Dinky did lay on her back against the wall, stroking her belly in amazement. “That’s something that makes a foal, and it’s inside me can you believe it?” she asked.

“I wish you didn’t have one,” Rumble said a little sourly, “Because then we could… do this all we wanted, and never get in trouble.”

“Well, we can at least enjoy it until I start getting a big belly,” Dinky replied. “I don’t know how long it takes, but I bet it’s a long while.”

They met in Dinky’s room next time, and Dinky stood there, rubbing her cunny facing away so he could see it, while he rubbed his penis. “Wanna be in a filly so bad,” he whispered to her, which made her so excited. They were getting away with it. Dinky didn’t have to wish a colt were impregnating her anymore.

“Ohh, my fillyhood feels so tingly,” Dinky moaned quietly, “I wanna colt to mount me and put it inside.”

“I’d just put it in her, and put every drop in,” he said tensely. “I’d turn her into a mommy.”

“I don’t care if I get a foal anymore,” Dinky huffed, “I ooOOnly want a penis. I’d have a foal, I’d… squeeze a foal out between my legs, if only he’d put his penis in and squirt.“

Breathing in deeply behind her, Rumble was right up under her tail when he said, “Oh Dinky, you smell so good. It’s making me want to mount you. If only you’d let me put your penis in your hot, wet cunny. I’d make you a mommy. I’d put a baby in you as hard as I can.”

“If only a colt would put it in,” Dinky panted, planting her hoof and winking for Rumble, “If only he’d just mount me, I’d let anypony do it. If only he wanted to put his penis into my ah—ahh, Rumble you’re…!” Her hind legs piked up stiffly as Rumble mounted her, lifting his penis to gently hook into her folds. It didn’t take long at all at this point, and both foals gave an immensely relieved sigh as Rumble’s penis slid up into Dinky’s pussy.

“Ready to put a baby in you,” Rumble whispered tenderly to Dinky, mounted atop and inside her so strongly.

“You can any time you need,” she replied adoringly, “My vagina only wants a baby now, because your… ah… your penis is… nnh!”

She faded into silence as Rumble pulled out and pushed in, then again and again, and he was fucking her. Dinky looked at her dresser and lamp, and her favorite wallpaper, and rocked back against the sliding penis that was turning her into a broodmare. She bit her lip, feeling so excited that she didn’t have to long for it anymore. It was just gonna happen. The rushing pleasure of his penis sliding within her hips was filling her up. Rumble was going to give to her what Dinky craved. They mated like animals, the two foals coming to think of nothing other than fucking each other. Rumble thrust in and out of her round little pelvis, more and more intensely, until he pushed as deep as he could go, and a thrill rose in Dinky. She wanted to have a baby in her room. She wanted her mommy to come in right now, so she could see this happening to Dinky but couldn’t do anything to stop it.

Then a strong spurt leapt out of Rumble’s penis and painted Dinky’s vagina white. She mmmd, lifting a hind leg at the feel of that thrashing penis in there filling her up with squirt after squirt of foal. “You have a lot, this time,” she told the orgasming colt gratefully.

“Oh, oh, oh Dinky…” he said, and the penis within her stopped jerking out semen.

“You needed to put your penis in my cunny, and you did,” Dinky said serenely, “I let you mount my hips, and… put your penis in, and make you pregnant.”

“You wanted it too,” he murmured to her, “You rubbed yourself wishing I’d mount you and I did. You love the seed inside you, turning you into a mommy.”

“And the penis inside me,” Dinky moaned.