All this mindless fucking was working up an appetite for the transformed stallion. With his current harem of three busy with each other, he was free to go get himself a bite to eat. But even with all his new adrenaline and testosterone, he was still the same lazy Pegasus on the inside, and he couldn't be bothered flying all the way back to Cloudsdale just to rummage through the fridge for something that probably expired a week ago.

Besides, Sugarcube corner was barely a few feet away, by Pegasus standards, and he had some spare change on him. And even if he was feeling like treating himself, he had his new "weapon" with him, in case of emergencies.

With a plan in mind, Blitz made his way down the corridors and back to the castle entrance, heading towards the local sweet shop.

On the way, ponies playing close enough attention to his new form gave him some curious looks, which were conpletely understandable; Rainbow Dash was one of the best known ponies in Ponyville, after all. So seeing her now taking on this new form, with a new look to match, was enough to garner a lot of attention.

Not that he really minded, though. If anything, the extra attention he was getting was actually helping his ego a bit, and getting more used to this new skin.

After a short while, he had finally arrived at the shop, the familiar smell of cupcakes, pastries, brownies and muffins filling his nostrils and causing his stomach to rumble.

'Man, I'm so hungry...' The Pegasus thought to himself, approaching the counter on the other side.

The place wasn't too crowded today. In fact, there was barely anyone there; the customer count was only 3 right now.

If they took notice of the R63'd stallion, they didn't make any remark about him.

At first, it looked like the married couple were on break or something, since nopony was at the counter, until he got close enough.

Standing in the other side, turning around and bending over to reach for something on a lower shelf, was the chubby blue baker herself, Mrs Cake.

Seeing this, a wicked grin grew on his face, and without another thought, the former mare took the initiative.

'Well, if she's going to give me a good view...' He thought, approaching the counter and looking over it, seeing a pair of big, round and jiggling buttocks behind that struggling leggings.

Apparently,they were something Pinkie encouraged/insisted her to wear,and she had taken a liking to them.

He could already feel his new friend acting up from the inviting sight, and it looked like he had found his new target.

"Ahem." Blitz coughed, causing the older mare to jump a little in surprise, and stand back up, the shelf now cleared out.

"Oh, sorry." She apologised, turning around to see the stallion behind her. "What can I get y-"

The milf stopped herself when she saw the male's new features.

"Rainbow Dash?" She questioned, raising an eyebrow.

Blitz smirked, seeing his opportunity.

"Not exactly." He corrected, showijg off his new voice again. "Long story short, Twilight did this and she said you could help turn me back."

It was a bit of a lie, but it seemed believable enough. Besides, even if she didn't believe him, the potion's little "side effect" would make her follow through with his suggestion.

Mrs Cake raised an eyebrow, unsure of what was going on.

"Turn you back?" She questioned.

"Uh huh." He nodded, a knowing smirk on his face. "She said the cure can be made into a cookie and was hoping you could help out."

The baker looked confused, but after a moment, shrugged her shoulders.

"Alright, I guess..." She complied, looking at the stallion. "What do you need me to do? How long will it take? Is there anything special I should do?"

"Well, first of all, how about we discuss this in the back room?" He began, making his way behind the counter and standing beside her. "Not much point in weirding the customers out."

Just at the right time, the other half of the baking coile walked in, carrying a tray of freshly baked cookies and cakes.

"Hey, honey, could you look after the shop for a few minutes?" Mrs Cake asked her husband. "I've got something to do with Rainbow Dash in the back."

Carrot turned to his wife and then to the stallion she was with, an understandably shocked expression on his face.

"Rainbow Dash!?" He gasped. "Wh- What happened to you? A- Are you feeling okay? Do I need to call Doctor Horse or-!"

"I'm fine, Mr C." Blitz answered, cutting him off. "Just a little experiment that went wrong. Your wife was kind enough to help me out with the little problem I've got going on."

Cup Cake looked back at the mare-turned-stallion, then back to her lankier husband, putting on a more casual smile.

"Would you mind watching the store for a bit? We shouldn't be too long." She requested, moving from outside the counter.

Blitz's eyes subtly shifted down to the mare's dumptruck again, admiring the heavy load she was carrying down there.

'We might be a little longer than you think, you thicc milf~' He thought to himself, turning his sight back to the husband,

He could tell Carrot wasn't very happy with this idea, but he seemed to go along with it, a smile growing on his own face.

"O- Okay. I'll just, uh... Wait out here for you, then." He decided, placing the tray of baked goods on the counter.

"Thanks, dear." She replied, kissing his cheek and proceeding to the backroom with her guest.

'Never thought I'd be jealous of that guy, of all ponies...' The Pegasus mused to himself, thinking about his own luck so far with the married couple. 'Oh well, I've got my fun to be had~'

***

Once they were in the back, completely confined in the conveniently soundproof room, the door was shut and locked behind the two of them, leaving the Pegasus and the baker alone.

"Alright, Rainbow Dash." Cup Cake began, looking up at him. "What did Twilight tell you I needed to do?"

His smile only intensified, and it was hard to put on a straight fave before turning around around look at her.

So instead of continuing the lie for much longer, he decided to be a little more forward with his approach.

Reaching hands to his pants, Blitz pulled them down to expose his glowing shaft to the milf, a sly smirk on his face.

"Well, the first thing we need to do is take our clothes off~" He teased, showing her his throbbing erection.

Just like with the other three, the effects were immediate; her eyes were immediately drawn to his manmeat, and a pink flush rose on her cheeks.

"Oh my word..." She muttered, her mouth hanging open slightly and her pupils dilating.

In an instant, her mind was gone, ready to be filled with the pleasure her master would give her.

"I'm waiting." Blitz stated, a cocky smirk on his face as the baker began to follow the order.

Starting with her baking apron, the milf undid the strings holding the fabric together, allowing it to slip off her body and fall onto the floor, before reaching down to her leggings and slipping them off her too, her chubby thighs now fully exposed, if not for those silk panties.

What a burden they must endure, being stretched out so much to try and contain the plump, thick and curvy rump they had been trying to conceal.

Her top soon followed suit, being pulled up and over her head and revealing her huge tits, the nipples poking through her bra.

The mature mare was only half naked, yet Blitz was drooling like a dog. Her body was perfect; the wide, round hips, the full, juicy ass, the huge breasts, and a soft, pudgy belly, the likes of which would be great to rest his head on for a good sleep.

All of her would, really. She had the best body of the girls he had entranced so far, and it had given a new appreciation for big girls.

"Alright, keep going." He commanded, watching as the milf continued undressing, her bra the next piece of clothing to come off.

'And the better she gets~'

With that poor article out of the way, her generous bosom bounced free, a large pair of DDs that would give any stallion a heart attack.

He could already feel the effects of seeing them on his own self; the way his eyes were drawn to her chest, the way his shaft was throbbing and aching to play with her, and the way his mouth was starting to salivate.

Even better, he was sure he could see the little trickle of milk leaking out of her teats.

'Oooohhhh, yeah~'

Once her top half was nude, she went back down to her bottom half, slipping her thumbs thumbs the waistband of her panties and pulling them down, her crotch becoming more exposed and revealing her wet slit to him.

Now that she was nude, Blitz took his time admiring her mature, curvy figure, and felt his dick twitching at the sight.

She had a nice, big ass and wide hips, which he already knew. However, what he hadn't come to appreciate before was the soft, pot belly she had.

He couldn't bring himself to wait for much longer; his clothes didn't stay on his body for very long, and within a few moments, the Pegasus had shed them all, leaving him just as naked as his newest toy.

Now he may not have seen her and Carrot in the bedroom, but he was 99% sure he was at least twice, maybe thrice as big as that string bean.

That was no time for foreplay, either; his libido was already high, and her body was making his mating instincts go into overdrive, the need to claim and mate her overwhelming any common sense he had remaining.

So, with that, the Pegasus moved forward, taking hold of her cheeks and pulling her into a deep passionate kiss.

He didn't need to relay his next instruction to her; the mother of two began making out with him as well, wrapping her arms around him and pulling him in closer, his cock pressed up against her pussy.

Her body felt so soft and warm, her big fat tits pushing against his chest and her soft, thick belly cushioning his own.

It didn't take long for Blitz's hands to start abseiling, travelling downwards until it groped her blue blubbery butt, causing her to moan in his mouth.

'Mmmm... So soft~'

Without warning, he gave her left cheek a hard slap, feeling the flesh ripple with a loud CLAP.

'Holy buck, she's perfect!'

Breaking the kiss, the Pegasus wasted no time in shoving the baker down onto her knees, the tip of his cock mere inches from her mouth.

"Suck it. NOW." He ordered, pressing the tip to her lips.

Without even a moment's hesitation, the milf opened her mouth, and his shaft slipped inside, the taste of his meat hitting her tongue.

"Mmmmmm..." The baker moaned, going to work on his dick, licking, slurping and sucking, her mouth wrapped around his meatstick and treating it like a lollipop.

She was pretty skilled, for a married mare, and was easily giving him the most pleasurable experience he had ever received from a blowjob... So far.

Still, it was getting the job done, and he didn't want her to stop now.

"Yeah, that's it... Keep it up..." He groaned, a pleasured sigh escaping his mouth, the feeling of her warm, wet oral cavern enveloping his member sending wavesgiving stay through his rugged body.

It didn't take him long to start thrusting his hips, his cock slamming into her mouth, hitting the back of her throat and almost causing her to gag.

"Huuughhhhhh!"

The baker was clearly struggling to contain his massive shaft in her mouth, her eyes watering a bit and her cheeks bulging, but the look on her face seemed to suggest she was enjoying the struggle, her tongue still moving and trying to keep pace with his thrusting.

"Oh, yeah... Mmmm... Yeah..."

Her skills were certainly impressive, but the way her throat was bulging out made it difficult to focus, his eyes drawn to the sight.

And the way her lipstick were smeared around his thick pole, her mouth wide open and her eyes watering, it was making him harder and harder, and the pressure inside him was growing.

He wasn't going to last much longer, and the mother-of-two was more than happy to help him blow his load.

With the room of them working in perfect tandem like this, it wasn't long before he had hit his peak, and the milf's cheeks were soon being filled with his spunk.

"Gllllgghhhhh..." She gagged, swallowing the sticky fluid, her eyes rolling back a bit.

"Gaaahhhhhh! Gaaaaahhhhh..." He sighed, feeling her throat swallow around his shaft.

As the cum was gulped down, his balls pumped the rest out of him, and the baker did her best to get it all, drinking as much as she could.

It took a few seconds, but he had eventually finished cumming, and his shaft slowly slid out of her mouth, a line of drool mixed with jizz still connected to her lips.

Once it was free, the baker gasped and coughs, needing a moment to recover.

But Blitz didn't have the patience for that. He was still raring to go, and he wasn't finished with her.

"Up on the table, now." He ordered, a hungry look in his eye.

Following his command, the blue baker got up and headed over to the wooden table, bending over and sticking her fat rump out for him.

No amount of Wonderbolt show stunts in the world could compare to how great a sight that thing was. It was big, round, thick, soft, jiggly and had plenty of cushion for the pushing.

In short, which her glorious posterior was anything but, it was the perfect ass and it looked more than ready for him to pound.

'Holy Celestia...' The stallion thought to himself, approaching the mare and getting into position behind her. 'Okay, Blitz, time to treat yourself~'

Placing his hands on her cheeks, the Pegasus pulled the skin back and revealed her winking pussy and puckered asshole.

The signs of experience were there, but he wasn't complaining; this would make things much easier.

Taking hold of his cock, Blitz guided it over to her vagina and rubbed the head against her lips, making her shudder.

"Don't say you haven't been asking for this!" He teased, slowly inserting himself into her, his hands holding her by the hips.

"Oooohhhh... Ooohhhh..." Mrs Cake groaned, the feeling of her cunt being filled with massive horse dick causing her to shudder.

With that, he pushed his rod further in, stretching her pussy out, the sound of her juices squelching filling his ears.

For a married mare at her age, she was surprisingly tight, which Blitz was more than happy about.

Almost as happy with the sight of that whale blubber she called a plot, completely at his disposal.

"Aaahhh... Aaaaahhhh..." The mare moaned, the sensation of having her cunt stuffed by her lover's huge stallionhood being too much for her to stay quiet about.

If that was enough to get a response from her, he couldn't wait to see how much she noise she made when he did this.

Swiftly but strongly, the stallion thundered his hand down on the impossible-to-miss target, spanking the baker's rear hard, earning a quick squeal from the milf.

The ripples on the buttock was almost as hypnotic for him as the magic on his cock was for the mares he had entranced so far.

He wanted, NEEDED to see it again.

*SMACK* *SMACK* *SMACK* *SMACK* *SMACK* *SMACK* *SMACK*

"Ahhh!" She moaned, starting to wince with each powerful strike on her voluptuous backside.

"You like that, don't you, you thicc milf?!" Blitz exclaimed, giving her another hard spank, wobbling the meaty ass for his use.

"Aaahhh! Yes, Master! I love it!" She responded, the pain and pleasure of getting her cheeks spanked while getting her cunt stuffed causing her empty mind to fog even further.

The stallion grinned, continuing the assault on her ass, each spank making her rear ripple like an pool of water with a helicopter hovering over it.

It was too much for them to take, and both Blitz and his newest yet oldest toy couldn't hold on for much longer.

"H- Here it comes, you sexy milf!" He grunted, feeling his orgasm build up in his balls. "T- Take my load and become mine!"

"YES! Y- Yes, master!" She yelled, sounding like she was begging for the cum to fill her.

Not one to deny a lady, the Pegasus complied with her request, and after a few more pumps, he finally expolded his load into her, her womb getting painted with his semen.

"AAAHHHHH! OOOOOOHHHH!" The baker screamed, her vaginal walls tightening around the cock and squeezing it, making her own climax even more intense.

She gushed out quite a lady juices, implying it had been a while since she and Carrot had done anything like this, which wasn't surprising.

After a good momemy or two of his seed filling her up, he had finally stopped cumming, and the baker was left panting, her mind and body drained of their energy.

Slowly, the former mare pulled out, a small stream of his spunk seeping out of her, his job here done.

However, with the way her ass looked and was still begging for more attention, the stallion didn't feel like this was over.

Not a damn chance.

That ass... That magnificent ass, belonging to a mature goddess... It deserved more. More attention, more affection, and more pounding.

It needed his cum, and he was gonna give it what it needed.

'Time to put this big girl to work~'

Reaching down and taking a firm grip on her rump, the Pegasus got back in position, aiming his dick at her backside again. Only with a different target in his sights.

Pressing his shaft's head against her plothole, he gave her little time to prepare herself, before suddenly plunging inside, earning a gasp from her.

"Aaaahhh! Ooohhhh! Ooohhh..." Mrs Cake moaned, the feeling of her asshole being stretched by the big stallion cock causing her to groan.

It was plain to see that this was a new experience for her, judging from the way her body was reacting.

Blitz smirked, enjoying the warmth of her rectum on his rod, and began thrusting his hips, plunging into her anus.

"Aaaaahhhhh... Aaaahhhhh!" She cried out, her mind slowly losing itself as the pleasure washed over her whole being, the feeling of her butthole getting stuffed by her new lover's huge dick overwhelming the milf.

As he kept his hips thrusting and his manmeat pistoning inside her, the baker's ass started jiggling, the soft flesh wobbling and bouncing, just the way the stallion liked.

'Oh, man! This is awesome!' He thought to himself, feeling his dick sliding in and out of her rectum. 'So, this is what the other side is like...'

If the sight of her rump bouncing and clapping with every thrust alone was something, then the feeling of actually being inside her most sacred domain was the most exhilarating and intense experience in the world, and the Pegasus never wanted it to end.

The milf was in a similar situation, her own sexual bliss consuming her corrupted mind, focusing solely on the stallion anally fucking her.

It didn't take very long for Blitz to lose his restraint, wgat little he had remaining, and begin ploughing her at his full speed and power. It was a good thing this room was soundproof, or else he'd probably be in trouble when Carrit heard about it... Not that the scrawny cuck could do anything to him, really.

His cock rammed in and out of her asshole, causing her buttcheeks to clap loudly, his balls slapping against her.

"Ohhh! Yes! Yessss!" The athlete hollered, feeling her anus tightening around the shaft.

It was a miracle his dick wasn't breaking through her, and a miracle he was thankful for.

All the tension was making him build up another powerful load, and the stallion could tell he wouldn't last much longer.

"H- Here it comes, you thicc whore!" He growled, the tip of his dick twitching in anticipation.

"A- Aahhhh! Aaaahhhhhhh!" She yelled, her ass being stretched out and her rectum getting ready for the impending load.

And sure enough, not long after, Blitz had finally blown his second load inside the baker and his third of their time together, his balls pumping their contents into her dirtier passage.

"Uuuggghhhhh... Uuugghhhh..." The blue Pegasus groaned, his hips continuing their thrusting and his dick spewing out his seed, filling her anal canal with the sticky white stuff.

Mrs Cake gasped and shuddered, feeling the warm jizz shoot out of his shaft and fill her anus for the first time.

As their climaxes reached their peaks, the former mare's cock slipped out of her, his spunk pouring out of her butt and dripping onto the floor.

As much as he might have wanted to keep going, he was pretty spent by now. Plus, they were taking a while in the backroom.

Panting, he stepped away from the baker, admiring his handiwork, before picking up his clothes and pulling them back on.

"Wow... That... Was amazing..." He panted, putting his shirt back on and turning back to the milf. "Alright... As soon as you can... Get dressed and go back... Out to the front..."

"Yes... Mas... Ter..." Cup Cake muttered, trying to stand up after being so thoroughly pounded by such a stud of a stallion.

He was pleased that the mature girl wasn't too drained to stay awake, keeping his plan in motion.

"Tell Carrot that you... Need to see Twilight tonight... Then come to the castle when you close." He continued, putting his boxers on, followed by his jacket.

"I... Will..." She sighed, turning around to start finding her clothes thrown about the place.

Now fully dressed, the Pegasus took another look at the milf, and smiled.

"Good. Now come here." Blitz continued, pulling the chubby mare back in for another makeout, which she eagerly returned as best she could right now.

After a moment, he released her, and she looked back at him, the same hazy eyes on her face as before.

"Atta girl." He stated, giving her another firm slap on the bum, seeing another pleasing ripple of flesh. "Alright, see you tonight, big girl~"

Overall, he would rate this cake 11/10.