WARNING: The following story contains scenes of ponies and dragons involved in a sexual manner, including ANAL SEX and ORAL SEX. There are also scenes of GENDER SWAPPING and FOOD PLAY. If this offends you in any way, then DON’T READ PAST THIS WARNING! If this is exactly what you are looking for, then feel free to read ahead. As always, I accept any and all Criticism, provided it is Constructive. Just posting “This is awesome!” or “This sucks!” won’t help me make it any better (Though saying that it is awesome is always nice to hear! :3) So if you have any ideas on how to make it better or your own thoughts on what is to come, feel free to comment! Hope you enjoy! 

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My Little Brony - Episode 3

“Twilight, come on! We have to meet Serene at the Train Station!” Yelled the Purple Baby Dragon as he stood impatiently downstairs.

“Coming!” Shouted the purple pony from upstairs in her library. Twilight Sparkle was trying to make sure everything was ready for her oldest friend's arrival. She hadn't seen the unicorn in quite some time and was informed that she was bringing a guest. So Twilight had to make sure that everything was ready. Finally making her way down the stairs, Twilight looked at Spike. “Sorry, was just trying to get everything ready for her arrival. Shall we go?” She said.

“I should be asking you. I've been ready for the last 10 minutes. Come on!” He said, practically pulling the pony out the door. He had been looking forward to seeing Serene just as much as Twilight was. But he would never admit that. He would just continue to rush Twilight out the door. It didn't take much longer before they made it to the train station, just as the train they were looking for arrived.

Off of the train came a white Unicorn with a flowing, sky blue mane and tail closely followed by a red pegasus with a jagged and spiky yellow mane and tail. “Twilight Sparkle!” Said the Unicorn as she ran forward.

“Serene!” Said Twilight as she ran up to her oldest friend. The two embraced in a hug. “It's been so long. You remember Spike, right?” She said.

“But of course! My you've grown into such a wonderful dragon, haven't you?” Serene said.

“Heh... I guess so. Nice to see you, Serene!” Spike said. 

Serene then motioned toward her companion. “Twilight, Spike, this is my Companion, Firelight. Firelight, these are my old friends Twilight Sparkle and Spike.” She said, introducing the group.

“Well... I've heard quite a bit about you two. Serene here speaks quite highly.” Firelight said with a soft bow. Twilight returned the bow in thanks.

“Well, perhaps we should get off the platform here. Did you two want to get your stuff taken to the library first and then maybe go out to get a bite to eat?” Twilight said.

Serene thought for a moment. “Perhaps Firelight and Spike can get acquainted. I would like to just rest my feet and get acquainted with you.” She said smiling. Twilight nodded and looked to Spike.

“Is that okay Spike?” She said.

Spike nodded. “Sure. I can show him around Ponyville.” He said before looking to Firelight.

Firelight smiled. “Well, glad to hear it. You two go on now and catch up. I'll just take in the sights with little Spike here.” He said. As the two walked off, Serene and Twilight used their magic to get the bags back to the library, talking about old times the entire way there. Upon reaching the large tree, Twilight opened the door and let her old friend in.

“Well, here's where me and Spike live. Our room is upstairs, but there is a side room here I prepared for you and Firelight to sleep.” She said, gesturing to the room right next to the entrance.

“My my my! This is quite the lovely place you live in Twilight. From one library to the next it seems.” Serene said with a chuckle as she recognized her book on the table. “And I see you are still getting quite acquainted with my book here?” She said with a  giggle.

Twilight blushed as she heard this before nodding. “Yes, I am... Its an interesting spell, but I've activated it for myself once and it didn't end until after I enjoyed some time with another. Is it supposed to be that way?” She asked, feeling weird saying it.

Serene walked over to Twilight. “Yes, it is supposed to be that way. I suppose I should have said to you that... It was a spell designed specifically to be a sexual spell. So it was given a restriction that the gender wouldn't change back until a sexual desire was taken care of, either alone, with another, or with multiple other ponies. Forgive me for not mentioning that in the first place.” She said, clearly much more comfortable talking about such things. 

Twilight's face turned bright red. “That... That would explain my heightened sex drive when using it...” She said, looking away for a second. Serene nodded but said nothing else as she sat down. The two continued to talk about what had been going on, but the white unicorn watched Twilight glance to the book on several occasions.

Serene then stood up. “Twilight, dear. If you wanted to practice with that spell some more, just say so. I know you keep looking at that book.” She said as she walked over to her friend. Twilight's blush came back once more.

“Oh... Umm... Well...” She said, not really wanting to say it, but Serene could see it on her face. The white unicorn allowed her horn to glow brightly. The glow surrounded both unicorns. It didn't take long before the magic stopped and both mares had been turned into Stallions.

“You were saying?” Serene said as she gave a soft lick to Twilight's lower regions. The newly turned Stallion gasped in pleasure as he watched his member start to come out of its protective sheath. This visit was going to be amazing and the purple unicorn could tell that right now.

Meanwhile, back in the town, Spike was riding on Firelight's back and pointing out the various points of interest in his home. “And that's Sugarcube Corner. Our friend's Pinkie Pie as well as the Cakes live there.” He said. Just then, a pink mare came running out of the sweet shop.

“Whoa! Twilight! Your magic has been improving! Changing your colors, mane and tail styles, becoming a pegasus, AND changing gender?” She said. Firelight looked at the pink mare confused as Spike smacked himself in the forehead.

“Pinkie Pie... This isn't Twilight, this is Firelight, a friend from back in Canterlot” He said. Firelight bowed a little, not wanting to shift Spike around too much.

“Ohhhhhhhhhhhhh” Pinkie Pie said as her usual smile returned. “Well you were riding on his back, and I realized 'Spike only rides on Twilight's back, so this must be Twilight!'” She said. Spike shook his head.

“Pinkie Pie gets that way sometimes.” He said, trying to explain it to the red Pegasus. Firelight laughed a little.

“Well a pleasure to meet you, Pinkie Pie.” Firelight said with a smile.

Pinkie Pie's smile was wide. “Same to you! And WELCOME To Ponyville!” She said putting a large emphasis on Welcome. Suddenly, she rushed inside, and just as quickly, rushed back outside with a cake that said “Welcome to Ponyville, Firelight!”. 

Firelight stared at it. “How did--?” He started to say before Spike clasped a hand over his mouth.

“Don't. Ask.” He said, laughing. The three went inside the sweet shop. The Cakes were gone on a catering trip for now, so Pinkie Pie was stuck running the store. Firelight looked around at all the sweets around them. 

“Quite the place that you are running here. It competes quite well with the Sweet shops of Canterlot.” He said. His voice was a little regal, just like most ponies of Canterlot, but he also had a down to earth tone to his voice as well. 

“Yep! Mr. and Mrs. Cake run this place very well.” Pinkie said. Before they could continue, a different white unicorn with a curly purple mane and tail ran into the store.

“Ah, Spike! I thought I had seen you come in here.” Said Rarity as she walked up to the three. “Oh, Hello Pinkie Pie and... Oh, I don't believe we've met. I'm Rarity.” She said, holding out a hoof for the other.

“The pleasure is mine, Miss. Rarity. I am Firelight, visiting from Canterlot. You sound like one who could come from such a place.” He said. 

“It's always been my dream to live in Canterlot. I wish I could stay and chat, but I need Spike for a little while. Spike, I need to find some gemstones for my dresses. Do you think you could help me out? There might be a nice treat for you as well.” She said, knowing that the Dragon couldn't pass up a gemstone hunt.

Spike's eyes melted as he looked at Rarity. “Anything for you Rarity....” He said, a longing in his voice as he got off of Firelight's back. 

“Good, lets go then. A pleasure to meet you, Firelight. Perhaps we shall talk later?” She said as she and Spike walked out. Firelight merely nodded as he turned to Pinkie Pie.

“Well... It appears my guide to Ponyville has left. But I suppose I should give Twilight some more time with her friend. It had been awhile. Perhaps you could help me, Pinkie?” Firelight suggested.

Pinkie's eyes widened. “Sure! I can help show you around Ponyville!” She said as the two left the shop. She knew that they would be back shortly. With the Pinkie Tour, it never lasted long. She started hopping around, the red pegasus having to fly in order to keep up with her as they took a quick tour around the town.

As Spike and Rarity walked out into the fields to search for the gemstones, Spike smiled. “So Rarity, what kind of gems are you looking for today?” He said, wondering what delicious gem he might be able to taste today.

“Oh all kinds of them. My supplies are running low, and I need to restock. But once you help me out, I'll find a couple extra batches just for you.” She said, smiling. She loved having Spike as her helper. He always listened to what she said, and was always such a good assistant. She knew why Twilight kept him around as much as she did. Besides, it was always easy to give him some gems after a hard day of work as a thank you gift. 

The two wandered around the area, Rarity's horn glowing to show the gems, and Spike using his tail and claws to dig into the ground and gather them. Ever since they took care of those dogs from before, searching for gems was much easier. The dogs still got some, and Rarity would sometimes dig up some holes to let them get some as well. But today, it was just her and Spike. She was on a mission to get the gems she needed so she could get back to the craft she loved so much.

“I wonder how all these gems keep popping up. We keep digging for more and more, yet every time we come here, there are gems again. Its really weird.” Spike said.

“I know what you mean, Spike. But I am certainly grateful for that. My ensembles wouldn't nearly have the same effect otherwise.” Rarity replied. 

“Yeah.” Spike said before thinking a little. “Hey, umm... Rarity? Last time I came by your boutique, you seemed... distracted. What was going on?” He said.

Rarity instantly blushed, her whole self stopping. “Well, Spike... Umm... You see...” She said, knowing that the Dragon knew of her feelings for him as well. “I was... Uhh...” She said, finally sighing. “I was experimenting with Rainbow Dash...” She admitted.

“Experimenting? How so?” Spike questioned. 

“In ways similar to that encounter with Twilight's spell in the library.” She said, not able to face the dragon. “We were wondering if there was a way that we could re-create it, but we couldn't find a way.” She said.

Spike started to laugh. “I told you before. It was in the book. All you have to do is will your body to change gender. You can do it three times before the spell has to be reapplied. Doing it a fourth time will permanently change your gender though, and the gender swap will no longer have any effect.” He said, still laughing a little.

“That... That's all? Oh wait... You did tell me that...” She said, turning to face the Dragon, slightly ashamed that she hadn't paid attention. 

Spike nodded. “Yep! I had uh... Been wanting to ask you then... Umm...” He said, but no more had to be said. His loins started to stir and his small member started to poke out of his sheath. A large blush appeared on his face as Rarity giggled. 

“Well I suppose I can help you for being such a great help, and for my earlier rudeness.” She said before walking forward. “But in which form do you want?” She said with a smile.

“Oh... Umm... Whichever...” He said with a gulp. When he had done it with Fluttershy, that was just because he was in the mood. But Rarity was right in front of him, offering herself to him. He couldn't believe this was happening, even more so with his member continuing to grow right in front of him. He could tell that this was going to be an experience to remember.

Back at the library, Twilight found himself sitting in the chair, his oldest friend, also male, standing in front of him and licking at his new member. Light moans came from the Purple Unicorn as he watched Serene lick. Looking a bit further down, he saw Serene's own member hanging down as it started to grow in length and hardness. Twilight bit his lip, wanting to feel it inside him. 

Serene looked up. “Quite the amazing spell, is it not?” He said, jumping up onto his hind legs and letting his own member rest against Twilight's. Twilight moaned out as he felt the two cocks grind together. 

“Ye-yes... Yes it is!” He said as he felt his own hips grinding forward off of pure instinct. Serene leaned his head down and entered into a kiss, his tongue shooting into the purple unicorn's mouth as they danced around. Twilight moaned into the kiss, enjoying every minute of it. 

“You know what is truly amazing?” Serene said, clearly not as affected by it. Twilight surmised that it was no doubt from his continued use of the spell. “The fact that you can change genders during the middle of the act.” He said with a smirk as a large white glow appeared. Suddenly, Serene was back to a mare and rubbing her folds against Twilight's hardened member. Both ponies let out a loud moan.

“Wow... That is amazing...” Twilight said, feeling the head of his member press against Serene's opening. Serene let out a gasp as the head of the large member penetrated the entrance. 

“Wow, Twilight. So huge.” Serene said with a laugh, never expecting to say such a thing to her oldest friend. “And even better is... OHH!” She said as she felt the member going in deeper. “E-even better is... oh God... we can both change, and my... Ahhhh... My member would be inside of you instead.” She said.

Twilight continued pushing in, stretching open Serene and loving this encounter. He never would have guessed that they would get right into this. But sure enough, they had. “That... That would be awesome.” He said as he continued to push in. Both unicorns moaned out loud again as Twilight had pushed his whole member inside Serene. His instincts started to kick in as he started to get up, pushing Serene back onto the floor. In this position, he was able to pull out lightly and start gently thrusting into the white unicorn. More moans were heard while doing so and the two simply smiled at each other. 

Twilight then leaned down, his whole member once again pushing in as he kissed Serene, his tongue now feeling around the inside of the other Unicorn's mouth. But he decided to tease Serene further by pulling his member out and walking back a little. Lowering his head, his tongue grazed across Serene's entrance. 

“Ohhhhhhh!” She moaned out, wanting to do something of her own. While still licking her, Serene's body glowed once again and changed gender. As Twilight was licking the inner folds, his tongue digging deep, he felt a large member growing right underneath his tongue. The sensation was simply amazing. To feel the length grow beneath his tongue was something that Twilight never thought he'd experience. Serene saw this and smiled. “Enjoy that, did you?” He said.

Twilight simply nodded before licking at Serene's newly formed member. Finally he took the large head into his mouth and started to go down, sucking gently as he went. Serene continued to moan, happy with what they were doing.

Back at Sugarcube Corner, Firelight and Pinkie had ended their tour. “So! How did you like Ponyville Firelight?” Pinkie asked while bouncing. The Cakes hadn't returned, but the babies were still asleep.

“It was very informative. Thank you Pinkie.” He said with a smile. He then got a devious thought. “So, Pinkie Pie... I hear you've used the spell that Serene sent Twilight.” He said with a grin.

“Spell? What spell? Serene sent Twilight a spell?” Pinkie said, completely oblivious. 

“The gender spell?” Firelight said as he started to advance on Pinkie who's back was turned.

“Ohhhh! That spell! Yeah I've use-- Ahhhh!” She said with a moan as she felt a tongue trail along her lower region. Looking behind her, she watched as Firelight licked her entrance diligently. She moaned out loud, watching the stallion's member grow beneath him.

“Well use it again. I want to see your inner stallion.” He said with another grin.

“But... I'm not a unicorn. How can I do that?” She said, through staggered breaths as Firelight continued to lick.

“Just will for it to happen. It will.” He said, licking once more.

Pinkie closed her eyes for a second. After a few moments, a white glow surrounded her and she started to feel herself changing. A few more moments passed and Pinkie was back to being a male. His own member started to drop at Firelight's licking before Pinkie felt Firelight take the length in his mouth and start sucking. “Ohhhh!” He moaned and forced himself not to buck his hips forward. The position was both awkward and highly appealing. It made Pinkie gasp in pleasure.

Firelight stopped his licking as he walked around the counter. Pulling out a tub of frosting, he popped the lid and shoved his entire length into it. “What are you doing?” Pinkie said with a  panic. They couldn't use that frosting for cake anymore. Firelight simply pulled out his length and walked over, sitting on the ground.

“Giving you a mess to clean up.” He said with a glint in his eye as his member bobbed in the air, covered from head to base in frosting. Pinkie's eyes widened as he walked over to the frosting coated cock. Giving it a quick lick, Pinkie was immediately turned on. His mouth wrapped around the dangling tip and started to lick and suck off the frosting. It was even tastier on this than on a cake. Maybe he could say the babies got into it and he had to throw a tub away... That should work....

He then pushed the thought away, not caring about it right now as he worshiped the cock before him. It was beautiful and tasty at the same time. It actually took restraint to not bite down. Firelight chuckled as he watched Pinkie clean off every inch, and moaned loudly as he felt Pinkie's tongue prod at the hole at his tip, getting out the frosting in there too. It was now well cleaned, and covered in saliva. 

He then shoved his wet length into the tub again and pushed Pinkie over. “Open wide.” He said as he shoved his frosting covered length into his mouth. Pinkie gagged a little as Firelight thrust into him, but the taste of frosting was getting to Pinkie. Why did he have to love sweets so much? 

The frosting was once again cleaned off as Firelight moved to Pinkie's lower region. He shoved a hoof into the frosting and rubbed it all over her tight hole before bending down and licking at it. Pinkie twitched beneath Firelight, moaning out loud as he felt the tongue licking the frosting off. It didn't take long for it to be cleaned up and when it had been, Firelight grinned.

“Ready?” He said as he leaned down and positioned his cock head right on top of the tight hole. Pinkie nodded in longing as Firelight leaned down further, his cock pushing into the lubricated hole. A loud moan came from the pink stallion as Firelight knew this was going to be amazing.

Back in the field, Rarity had made her way over to Spike and laid down a little. She cared not for the dirt right now as she took the small dragon cock in her mouth and sucked gently. Spike moaned out as he watched his love suck at him. Apparently she wanted to remain a mare for this... A proper mating. That’s what Spike was going to give her.

As Rarity licked and sucked, Spike moaned more, his hips not as controlled as anypony else. He started to buck his small member into Rarity's mouth, but it didn't change much. It was too small for her to gag on, so she just found it cute. Rarity finally stopped before standing up straight. 

“Is my little Spiky-Wiky excited?” She said with a giggle as she leaned in and kissed him. He gasped a little and felt her tongue roll into his mouth. He instantly relaxed, feeling a bit of clear liquid escape his cock head. He was very excited, happy to be with Rarity. 

When the kiss ended, Spike nodded. “Yes... Very... I want to please you, Rarity. I want to give you my all.” He said with a sincere voice. She simply smiled before turning around and laying her front hooves down, presenting her lower regions to Spike. He groaned a little as he walked forward.

“Go ahead and have a taste.” She said as Spike's tongue grazed over the folds. She let out a light moan, feeling his slightly rough tongue brush against it. While it had a small amount of roughness, it was also a little longer than any pony. She felt it start to extend into her depths and realizing it going deeper than any pony had done before. Her moans increased as she felt her juices stirring inside her.

She looked back and saw Spike's member throbbing, knowing that he wanted to enter her. Her horn glowed as Spike was lifted. He panicked a little, but she smiled at him. “It's time.” She said with a warm smile. She levitated him long enough for her to move a flat rock in the way. She then set the dragon down on it.

Spike nodded as he placed his hands on her flank, right over her Cutie marks. Just then, he pushed his small member forward, lining it up with her entrance. Rarity nodded with a smile once more. Spike smiled back as he thrust forward, his member entering her. While it was smaller than a stallion's, she felt herself enjoying this already so much more. Spike treated her with care, taking things slowly at first.

Soon enough, the speed started to pick up and Spike's member was thrusting harder and harder into her. Rarity knew that the Dragon wouldn't last long, and it had been awhile since her experimentation with Rainbow Dash. She hadn't touched herself since then, so she was feeling pent up as well. Besides, she had never felt feelings for anypony as she had felt them for Spike. He was just as generous as she was, and she felt a closeness to him that the other ponies couldn't give her.

“Spike..... Ah... Keep going... Almost there...” She said, as she almost felt his cock start to grow inside of her. Perhaps it was just something that he did as a dragon. Spike nodded from behind as he thrust harder and faster. It certainly wouldn't be long, but seeing as this was Spike's first time doing it with an actual female, despite his previous meeting with Fluttershy. A few more thrusts though... That was all that Spike needed. 

Suddenly, he felt a clenching on his member as Rarity cried out in pleasure, her juices shooting out onto Spike. Spike groaned as well as his cock started to shoot ropes of his cum into her. He hadn't wanted to do that, but the feeling was too great, and Rarity wasn't letting him pull out. She wanted to feel it inside her. “Ohhhh... Spike....” She said, clearly happy with what was going on.

“Oh, Rarity....” Spike said, exhaustion in his voice as he tried to keep himself from collapsing onto Rarity. Finally, he was able to slip out and leaned back on the rock as Rarity stood and turned, tasting the last bit of Spike's seed on the tip of his cock. He let out another moan, but the member slowly receded into his sheath, disappearing from view.

“I love you, Spike.” Rarity said as she leaned in to kiss the dragon.

“I love you too, Rarity.” He said as he leaned forward to complete the kiss.

Back in the library, Serene laid below Twilight, feeling the stallion above him sucking his member. “Come on, Twilight. Enter me.” He said as he leaned back a little more. Twilight nervously nodded as he lined his member up to Serene's tight hole.

Twilight looked to Serene who nodded back. A nod came from Twilight as he thrust the head forward, entering his friend. It was a tight fit, but Serene insisted Twilight continue while moaning out loud. Twilight could feel the other unicorn clamp down on him as they continued to enjoy their time together. Both stallions moaned out as they stayed joined. But once Twilight had fully thrust all the way in, he started to pull back out, lightly bucking his hips into Serene.

This continued for a few moments as Twilight looked at Serene's member bobbing between his legs. Suddenly, Serene was covered in a white glow as he changed back to a mare once more. Strangely enough though, Twilight was no longer thrusting into Serene's rear. He was instead thrusting into her female entrance, and the strange shift increased the pleasure between them as Twilight thrust harder and harder.

Serene gasped beneath Twilight as she felt this happen, knowing it was going to.  “This spell.... has man—oh god... many advantages...” She said through staggered breaths. Twilight could only nod as he thrust harder and harder into Serene, his instincts taking hold.

“Stand up.” Twilight said as he pulled out. Serene rolled over and stood tall, obeying what Twilight was saying. She knew that Twilight had not learned to control the sex drive that came with this spell, and so she complied. Twilight then leapt up a little, his front hooves dangling at Serene's sides as he felt around with his member before finding Serene's entrance once more and thrusting into it more.

From this position, Twilight had more power behind his thrusts. He felt a light pressure in his loins as he continued to thrust harder and harder. Suddenly, he thrust all the way into Serene, shooting strands of his cum into her lower regions. Serene cried out as well, her own orgasm hitting shortly after. The two sat there for a moment before Twilight felt his member starting to shrink before he was covered in a white light. The spell wore off and Twilight got off of Serene.

“That was amazing, Serene...” Twilight said, panting.

“I'll teach you a thing or two about that spell while I'm here. I've got nowhere else to go for the moment.” She said with a smile. After awhile, she said “I'm going to let you rest. I need to see if I can find Firelight.” 

Twilight nodded. “Okay.” She said before heading upstairs to rest from the great exertion she just had.

Meanwhile, back at Sugarcube Corner, Firelight's thrusting had already increased. The lubrication made his cock slide into Pinkie's hole very easily, as Pinkie moaned out. He tried to stifle it at first, not wanting to wake the babies, but found that he couldn't. Finally, Firelight flapped his wings a little and started to thrust into Pinkie from above in a way that was different and far more pleasuring.

Pinkie was initially scared at this happening from it being right in the middle of the store, but that thought had been pushed from his mind. The strange thrusting pleasured Pinkie far more than he had thought. Firelight looked over to the doorway to see Serene outside. Letting out a strange whistle that wasn't even registered by Pinkie due to the pleasure, Firelight called the Unicorn over.

Serene looked and saw what was happening and walked over, her horn silently closing the door as she hid behind the counter, waiting for Firelight to finish with Pinkie. It wouldn't take too much longer as Pinkie continued crying out from the enormous pleasure. Finally, Pinkie couldn't hold it any more as he let out one large cry. His cock erupted from its light aerial position and shot his seed all over the floor of the store and on him.

Firelight moaned out as well, thrusting down as hard as he could, filling up Pinkie's insides with his own seed. His natural horse cock pumped rope after rope of seed into the Pink stallion. Suddenly, Pinkie transformed back to a mare while Firelight was still releasing inside, now releasing inside her feminine entrance. But the pleasure was too much for Pinkie who passed out. Firelight pulled out, letting the rest of his seed pour into the tub of frosting he had used before.

Serene popped up, seeing that they were mostly finished as she watched Firelight's member retract to its sheath. “Have fun?” She said with a smile.

“Quite a bit. You?” Firelight responded.

Serene nodded. “Yes... I'll have her on my side soon enough. Have you found a way to pass it on to the ponies of Ponyville?” She said, her voice changing to one a little more sinister. 

Firelight nodded. “Oh yes... This frosting. Pinkie Pie hosts several parties often, inviting most if not all ponies to them. Get her to use the right kind of frosting for her treats, and they'll eat it right up.” He replied, his own voice sounding a little more sinister as well.

“Excellent. Once we get them on our side, We use Twilight as bait for the Princess. With Celestia out of the way, we'll rule Equestria in ways she could never dream. Hope your precious cock is ready for some more.” She said as her horn glowed.

“That’s why I haven't done it for months.” Firelight smiled. The glowing appeared around his sheath as his member hardened almost instantly. Tub after tub of frosting floated from the counters as the lids came off. Firelight moaned as he orgasmed repeatedly, shooting his load into the various tubs of frosting. The magic from Serene stirred the frosting thoroughly.

“Excellent... Now all we wait is for her next party. And with the Cakes catering, it'll reach beyond Ponyville even before our plan starts.” Firelight said, chuckling. 

“Yes. This is all too easy...” Serene said as the frosting returned to where it belonged.

Firelight looked over to Pinkie “And she is our first victim” He said as he dribbled a little of his remaining seed into her mouth as his horse cock finally retracted. Serene left the store as Firelight waited for Pinkie to wake up, cleaning up the mess that was made previously.

Serene walked around Ponyville, looking at all the ponies. 'Poor, defenseless ponies... They have no idea what's in store for them...' Serene thought as she made her way back to the library. Phase 1 was complete. The plan was now in motion...

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-End Episode 3-

Characters and Setting © to Hasbro
Serene Shimmer, Firelight, Plot, and Storyline © to Farkinarkle. Do not use without permission.

~FJC~