With his evil plan now ready, specifically after baking a while in the oven, Blitz was eager to try out his special new recipe with whoever was lucky enough to try a sample of the new "formula".

In a rare moment of acknowledging her few flaws, the once-mare admitted that baking wasn't exactly her speciality, and seeing how she wasn't keen on the taste of pie, that didn't come as much of a surprise.

But that might have changed today; if this idea of his worked, he just might have considered a career-change.

Now that his idea was fully-fledged and ready for an experiment, all the stud had to do was sit and wait for the next unsuspecting victim, or victims, to arrive at the store and fall into his trap.

"Hello?" Came the voice from the counter, which Blitz heard as he and his two girls made their way back to the front of the store, giving him a smirk.

"Coming, dearie!" Came the reply from Mrs Cake, who was in the back room with them, carrying a tray of the freshly baked cupcakes in her hands.

Once the trio of stallion, mare and milf returned to the front of shop, they were greeted by the familiar face of the town's favorite teacher.

Cheerilee was standing there on the other side of the counter, giving Blitz the same bewildered look as everyone else that had bear witness to his new form.

She had only come here for a little treat for herself after a whole day of marking homework, and the last thing she expected to see was one of her friends having gone through such a drastic transformation.

Even when the bakers stood by his side, one of them clearly waiting to hear her order, the educator's eyes remained glued to the stallion in front of her, at a loss for words.

"Miss Cheerilee?" The thicc Earth Pony asked, bringing her out of her daze. "I said, what can I get you today?"

The mare's face was a little pink as she regained her composure, turning to the mare that was waiting on her.

"O- Oh, yes, sorry." She apologised, clearing her throat. "I was, um, just stopping by for a little something to eat."

"Sure thing, dearie." The blue mare replied, offering her one of the cupcakes on the tray for her. "These are a new recipe, fresh from the oven. We'd love for you to try one and let me know what you think."

'Yes, we would~' Blitz himself agreed, giving the teacher an eager look.

Without a reason to refuse the offer of a free treat, Cheerilee took one from the offered tray and gave it a look over.

"Hmmm..." She hummed, her gaze drifting between the cake and the stallion, before giving in and taking a bite.

Just like with the rest of his friends-turned-slaves, her eyes quickly began to glaze over, and the stallion smirked as he saw her pupils turned empty. The clear sign that she was now under his control.

"Mmmm..." The mare muttered, her eyelids lowering a bit as she continued to chew the food, finishing with a swallow.

Looking around the check if the coast was clear, Blitz knew that, despite his feeling of power and control that was growing in his wicked mind, he would have to plan his next move carefully. He couldn't risk his little operation getting exposed at this point.

The few patrons that were still in the bakery were busy with their own snacks & drinks, allowing him to continue his work without fear of interruption.

But even so, he had better be safe then sorry.

"Alright teach, come with me~" He instructed, reaching his hand out to take the mare by the arms, leading her around the counter and into the backroom.

Pinkie & Mrs Cake were about to follow suit, walking after them to the backroom again, but Blitz was quick to stop them.

"Hold up." He ordered, reaching hand out to halt their advances, just as much as he wanted to give himself a feel of the fat baker's doughy tits. "You two stay here and act normal for now. I'll call you back in when I need you."

"Okie Dokie, Lokie." The bubbly girl chirped, following the orders and returning to the shop, as the former mare turned around & closed the door behind him, leaving the other two to their own devices.

With the two of them alone, Blitz barricaded the door with a chair for good measure, not wanting anything or anyone to ruin this.

He could was sure the teacher was under his control for the moment, but since this cupcake was a new idea, the magic of the spell might not have fully taken hold of her yet. And that was something that didn't appeal to him.

Time for the big guns.

"Cheerilee." Blitz spoke, prompting the teacher to turn around and look at him, watching him begin to take his pants down.

Once they were out of the way, his huge hypnotic cock was on display for the new addition to his harem, her eyes instantly falling on the mighty shaft, and that hazy look reappearing in her pupils, cementing her recruitment to his harem.

The former mare, being more confident in the abilities of his spell after a few successful tests, was eager to get right down to the main course.

"Take it off. All of it." He commanded, crossing his arms.

The teacher obeyed immediately, taking a few steps away from him and starting with her cardigan, slipping it off and letting it drop to the floor, before her hand went to her shirt, unbuttoning it to slowly reveal her cleavage.

The stallion's member began rising in response, his manhood throbbing in excitement at the sight of her mature body, her shirt soon coming off and leaving her in her lacy black bra.

For a teacher, she sure took care of herself pretty well. She must do yoga or something; he could see why so many stallions wanted to be with her... So why she only had one Special Somepony was a mystery. Maybe they were all fighting to the death with each other over her? That was a sound explanation, as far as he was concerned.

Either way, it was a treat for his eyes, contrasting nicely to the chubby bodies Pinkie and Cup Cake had, and he couldn't wait to see the rest.

Sure enough, she reached to her butt and pulled down the zip on her tight skirt, loosening it and allowing her to slip her thumbs under the band and slide the garment down, taking her black tights with them, revealing a matching pair of lacy black panties and some smooth, tender thighs beneath the clothing.

'Whoa...' He thought to himself, feeling his cock twitch again, already feeling a desire to grab a hold of her and fuck her like there was no school tomorrow. 'Not bad... Not bad at all~'

When her skirt and tights were off her waist & legs, the mare slipped her shoes off her feet along with them, before kicked them away with her now bare foot, leaving her in just her underwear.

As stunning as she looked like this, he wanted more, and he was going to get it.

"The rest of it as well, Cheerilee." He instructed, his eyes not leaving her cleavage.

Doing as she was told, the teacher reached behind her back and undid the clips, her bra straps loosening, before pulling the article of clothing off her chest, tossing it to join her clothing in the discarded pile.

Blitz could feel his mouth water at the reveal of her amazing breasts. They were easily comparable to Rarity's, maybe even a little bigger.

Her tits were just so perky and plump, her perfect nipples looking ready to be sucked, her areolae being a darker shade than her coat, and the size of them was incredible.

And there was more to come; the mare was about to do the same with her panties; the last piece of clothing she had left on her person.

But as hard as it was to take his eyes away from those magnificent melons, even if it would just be for a moment, Blitz had an idea to enjoy the moment even more.

"Turn around, before you go any further." He demanded, grabbing his shaft to start teasing himself.

Cheerilee obeyed his request, turning her body around for him, allowing him a view of her plump ass.

Even her rear end was as perfect as the rest of her, and he struggled to resist the urge to give it a firm slap, though he managed to hold on until she was fully ready for him.

As expected, she grabbed the sides of her last bit of underwear, bending over as she began sliding them down her smooth legs.

Every second of the stripping didn't last long enough in Blitz's eyes, though said eyes were firmly locked onto the goodies that were being revealed, his manhood throbbing as he got a peek of the teacher's wet pussy, as she eventually the garment dropped off her legs and onto the floor.

Stepping out of the underwear, the teacher was about to kick them away to join the rest of her attire, before Blitz stopped her again.

"Give me those! I'm gonna keep them!" He ordered, holding his hand out for them.

The teacher didn't hesitate for a moment to do as she was told, standing up to hand him her underwear.

Blitz accepted the gift and brought them to his face, taking a sniff of the intoxicating aroma that came with them, having hugged Cheerilee's amazing cunt all day.

He noticed the scent wasn't as strong as the rest of the underwear he had sniffed so far, but he could wait to ask her about that.

What he couldn't wait for, however, was to get started with this TILF. He had waited enough for her, and it was time to claim his reward for his patience.

Grabbing her by the shoulders, Blitz pulled her into a dip and pressed his lips into hers, making her moan a bit.

His tongue quickly intruded and dominated her mouth, holding her in place in the classic pose, as she wrapped her hands around the back of his neck and began kissing him back, though letting him keep the lead.

"Mmmmph..." He groaned into the kiss, his tongue wrestling with hers, tasting her breath and exploring her oral cavity.

The kiss lasted a little while longer, before the athlete broke it off and look at her lustfully.

"You little tease~" He growled, his eyes roaming her body and taking another look at her amazing breasts. "How many stallions have you dominated? Bet you have a lot of 'private lessons' with them~"

"None, master." She bluntly answered.

Blitz's eyes widened a little at the answer, looking back at her in the eye.

"... Come again?"

"None, master. I haven't had sex with anypony." She repeated, her tone still blunt and honest.

It took a moment for Blitz to process what he had just heard, blinking once.

"You're kidding, right? Tell me you're joking." The stallion posed, trying to process the information. "You're hot as fuck! How the Tartarus are you still a virgin?!"

"I was always taught to wait until marriage before intercourse, and to never touch myself indecently." She went on.

That answer sparked a rage within the stud. A sort of angry-sexual mood.

This mare, who had this incredible body, had been denying herself the pleasures of sex and the joys of masturbation, all her life!?

"That changes now!" He insisted, picking her up and placing her on the table, making her sit down, climbing on to get over her. "Now get your legs spread!"

She obeyed, parting her thighs for him.

"Time for something long overdue..." He muttered, pushing his hips forward, lining his meatstick up with her entrance. "And I'm gonna make sure that your first time is worth it~"

With a mighty thrust, the former mare buried his manhood deep inside her, the walls of her vagina spreading wide as they welcomed & enveloped him.

"Ooooohhhh!" Cheerilee moaned, the feeling of him entering her and breaking her hymen, taking her by surprise.

"Ahhhhhh... AAAHHH!" He exclaimed, her tightness being the most extreme of them all.

Even Applejack had more room in her cunt than this. This was the tightest of them all, and he loved it. Her being a virgin was now somewhat believable.

Pulling back and thrusting himself back in, the former mare was able to find a steady rhythim, allowing him to begin humping her, pounding her like a jackhammer.

"Ooooohhh... Ahhhhhhh..." She groaned, the pain slowly turning to pleasure, the spell on her mind helping her through the process.

"Wow... You're so tight..." Blitz grunted, his balls clapping against her flesh. "You really haven't touched yourself down here, huh?"

"No, master... Ooohhhhh!" She moaned, wrapping her legs around his hips and holding on to him for dear life.

"Ugh... Let's change that, too..." He continued in that strained tone. "F- From now on... I want you to... Masturbate... At least 3... No, 5 times a day!"

"Y- Yes, master." She stuttered, the euphoria growing inside her. "Ahhhhhhh... Anything you want!"

"Good girl~" He replied, his speed beginning to increase, his manhood pumping faster. "Arghhh, y- you're so... So tight!"

"Ohhh, master!" Cheerilee moaned, her arms grasping his shoulders as hard as she could.

Blitz felt her getting used to this feeling for the first time in her life, which only motivated him further, thrusting his hips and drilling deeper into her as much as he could.

His own pleasure was rising quickly, his dick throbbing and his balls churning, ready to pump his thick cum inside her and flood her womb.

'I'm not gonna last much longer!' He told himself, keeping up the pace as he watched her breasts bounce up and down.

"Ahhh, ahhhh, ahhhh!" She continued moaning, her tongue sticking out.

The Pegasus leaned in closer and captured her lips again, her eyes shooting open for a moment, before closing again and kissing him back, her mouth opening wide to let his tongue back inside and make it his own.

She, too, was reaching the point of no return, her inner muscles clamping down on his rod, desperate to milk it.

"Mmmph! MMMMMMMMPPHH!" The two exclaimed into each other's mouth in unison, their orgasm hitting them like a freight train.

The former mare's seed was soon pumped deep into the mare's womb, filling her up, and the mare squirting her own juices, spraying her juices all over her stallion's crotch and onto the table, covering a large portion of the surface.

When the highs had finally ended, Blitz broke the kiss and pulled his manhood out of her pussy, the teacher's eyes returning to normal.

"Aaahhhhh... Haaaahhhh..." Cheerilee moaned, sounding as out of breath as she looked from her first climax.

The stallion, however, wasn't done yet. Not even close.

"We're not done here." He declared, kneeling up straight and holding her up and well, leaning her back against the wall. "Let's put those puppies to work!"

Without explaining further, Blitz placed his shlong in the crevasse between her breasts, forcing his way into the gap.

Thankfully, the teacher caught on to what he wanted her to do, and grasped the sides of her mammaries to squeeze them together, sliding her fat udders up and down his shaft, giving him a nice boobjob.

"Oooooh, yeah~" Blitz cooed, his eyes rolling back a little. "You're already a natural~"

"Th- Thank you, master..." She muttered, blushing a little.

"Now, use your mouth, too." He ordered, pointing the tip at her face. "Get some practice with that, as well."

Obeying the command, the teacher brought her lips closer and gave the head a few experimental licks, before taking it in her mouth and sucking on it, just like the rest.

Blitz could only groan in delight, feeling the warmth and moisture of her mouth envelop the head of his rod, making it twitch inside her.

Her breasts were already unbelievable, but the addition of her mouth was making his knees weak.

It didn't take long for him to reach his peak, and a few more pumps later, the former mare let out a moan and shot his spunk all over her mouth, a load that she quickly tried to keep inside and swallow down, although she had some difficulty, much to his amusement.

Once the climax had ended, he pulled his member out of her cleavage and stepped back, admiring the results of his work.

Cheerilee had parts of her breasts covered in semen and sweat, and she had a bit of her saliva mixed with his seed all over her face, awaiting her next instruction.

And luckily for her, the stallion knew just what to do to get her acquainted with the joys of sex next. It was time to REALLY treat her.

Sliding himself off the table, he stood up and faced the mare, quickly getting her off the flattop and spinning her around to get a look at her stunning butt again.

It was like it was teasing him, just begging for another thorough fucking... Which was just what it was going to get.

His hands moved to the back of her head, pushing it down over the table to bend her over fully, exposing more of that perfect posterior she had been hiding for so long.

Her pussy, even post-thrashing, looked amazing and ready for more, but he had a different target in mind.

Lining up his still-erect shaft with her second hole down there, Blitz gave a little snicker, before slamming himself into her anus.

"Uuuuuuggggghhhh!" She moaned, a mix of pleasure and pain coming over her, her body spasming as a clear sign that she wasn't expecting such a crude action.

Anal virgins always were; it was natural, as their bodies weren't used to such a thing, so they didn't now how to respond.

Luckily for her, the magic of the spell made the pain subside, allowing her to truly enjoy the sensation of his dick spreading her cheeks apart and intruding her tailhole.

"Oh, oh, ahhhhh!" She cried, her toes curling and her eyes shutting tight.

Blitz could tell that her ass wasn't used to this sort of treatment, nor had she even touched herself in this way... So, while he was at it, why not touch it in another rough way.

*SMACK*

"AAAAHHH!" The teacher exclaimed, her butt rippling as the stud spanked her, his hand leaving a mark on her rear.

*SMACK*

"Don't act like you don't deserve this!" He snarled, giving her a third harsh *SMACK* as he continued the butt-fucking. "You ungrateful bitch!"

*SMACK*

"Aaaahhhh!" She whined again, feeling the sharp smack stinging her cheek.

*SMACK*

"You've got the kind of body most mares would DREAM of, and you don't do ANYTHING with it!?"

*SMACK*

"I should just make you walk out there like this and parade yourself around for the whole town!"

*SMACK*

The threat would've been enough to frighten the teacher, knowing that she would have no choice but to obey the order, and accept the consequences of whatever would happen to her. Losing her job would just be the beginning.

*SMACK*

"Uuuggghhh!" She moaned, her legs shaking and her arms barely supporting her.

*SMACK*

But she couldn't object to anything he said. She had no power against the magic flowing through her and keeping her under his control.

*SMACK*

*SMACK*

*SMACK*

As her ass turned redder and redder, the stallion was getting closer to reaching his peak again, and both the nature of the crude activity and the added rage was making this intercourse all the better.

He violently rammed her butthole with unrelenting vigor, his balls slapping against cunt, both giving her the feeling of being fucked the proper way, letting her approach another orgasm as well.

Even as they got closer to blowing their loads again, Blitz didn't relent, giving the mare another series of *SMACK*'s to her sore behind, adding more pleasure to her experience.

"AAAGHHHHH!" Cheerilee yelled, the pleasure and pain finally becoming too much for her.

Hearing that, Blitz reached his own climax as well, finishing with one last hard thrust into her plothole, before firing his spunk into her, painting her rectum white.

"Uuuuuggggghhhhhh!" She screamed, her eyes bulging out and her mouth dropping open, her own juices gushing out and covering her thighs and the floor beneath her.

Once his load was dumped, the former mare pulled himself out of the teacher, letting her fall to the floor, panting like a dog in heat.

"Huuuuhhh... Haaaahhhh..." The mare wheezed, her face stuck with a glazed-over expression, her eyes having gone blank.

Looking at the state of the mature woman, Blitz was a bit surprised, wondering if she was going to be alright. She was sure to be walking funny for a while, so it was probably best to keep her hear for a bit.

"Hey..." He began, trying to get her attention again.

He was about 60% sure she was paying attention to him, provided she was able to, in her current state.

"When you... Get your strength back..." He panted, putting his cock back into his shorts and cleaning himself off with a towel. "Get yourself off... Like I told you. Then get dressed and... Go about your day..."

She was in no position to object, and he doubted that she would have.

Now that she was officially his, he felt that things were just about complete, with just one more mare left to convert, and his harem was growing bigger.

He could hardly wait to see who he got in his hands next.