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Disclaimer: I don't own any of the characters here that belong to My Little Ponies or any other work of fiction that I put into this story except for my own OCs. Neither do I own any of the character in any of the crossovers I do. I'm just using them in this fanfiction and I have no money so don't bother suing me. You'll just lose money instead of gaining any. And remember to leave a review!

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Twilight wondered how this all happen as she hides underneath a table with the cover keeping her hidden from what's happening around her. It had been just a normal day with an event at Canterlot High and Crystal Prep Academy where all the female students attending for an all girl event. While everyone was out in front of the school, she was using her device on the statue which was giving out strange readings. Twilight had been working on a device that could absorb the strange energy and used it on the statue, which caused a flash of light.

Twilight and all the female students and teachers suddenly found themselves in what looks like a grand hall of some kind that was throwing an big feast and an orgy. The ones having sex are all women but all have male penises and balls, like those futas or whatever she learned about online. And all of them stood at least 7 feet tall and powerfully built, with some having wings on their backs or horns on their heads, they also have long horse like ears, and tails. All having very busty bodies that any woman would kill to have, having big butts and big breasts that was ruined by their massive penises. From their pelvises where their cunts should be hung a male-member the length of a horse-cock and of a girth wider than that of Twilight's forearm. Which looking closer their penises are horse penises which Twilight remembers seeing in a text book about horses.

Twilight had studied enough to know that the avenger human penises size is between 2 to 4 inches. Their cocks had to be over a foot long, it's knob-shaped cockhead was circumcised, and the shaft covered in bulging veins. At their base hung a set of balls with the smallest she sees is about the size of two oranges and only get bigger from there.

The horse women had been having sex with each other but the moment they saw the humans among them, they lost interest in that and grabbed the nearest female. Twilight had noticed that the horse women had sniffed the air before they attack her and the others. Twilight had fell to her hands and knees and crawled underneath a table while the others all ran and scream drawing attention to them instead. Twilight has been hiding for a long time as she hears the screams of her fellow students and the teachers.

Twilight took a peek of what's happening and immediately regretted that choice.

The scene before her is an enormous rape feast of ungodly and monstrous proportions. The horse women are burrowing their inhumanly huge, tubular-cocks into the tight snatches, butts and mouths of the nubile students and the more mature female staff. Everywhere Twilight looks she saw with wide, disbelieving eyes some poor female in horrible condition being sexually manhandled by a group of horse women in furious rut. There was so much depravity here.

She saw the horse women plowing the orifices of human women in teams of two or three or four from all different sexual positions imaginable. All over the grand ball room, boomed the extremely loud noises of women screaming uncontrollably at the top of their lungs with hoarse, exhausted voices; the guttural sex-grunting of the ferociously copulating horse women; and the constant thudding of sweaty meat slapping into sweaty meat at rapid speeds and powerful impacts.

Not a single orifice hadn't been befouled with dicks spurting semen in them. They all had their cunt's, asses and mouths orgasmed into multiple times at this point. Their bodily cavities had been overfilled with sperm and started leaking the vile matter back out again. The thick, white spunk had also been blasted onto their bodies from the outside, horrendously decorating them in creamy liquid. The quantity of it was so great that the floor was covered with it. The stony floor was dotted with puddles and wads of monsters glutinous, white spunk.

Twilight could make out that girl Rainbow Dash who is being sandwiched between two massive horse women, only being held up by their two massive cocks as they press their bodies together with her between them. One going into cunt and the other going up her butt. Both massive dicks making dents in her belly. Twilight couldn't see Rainbow's head as it's squeezed between the two horse women's massive breasts.

Nearby is that other girl Fluttershy is on her back on a table and being spit roasted by a pair of what looks like horse soldiers because of the armor they're wearing. One wearing gold armor and the other silver, with the one in gold having a white coat and the other having a coat of grey. In fact, looking around all the guards look the same expect for their wings with the ones wearing the silver armor having bat wings and those. Two other horse women are suckling on her huge breasts, which are big for a human against the massive melons of the horse women hers seem small.

Twilight spotted Fleur de Lis who is laying on a horse woman with her massive cock pumping upwards into her butt. Another horse woman is laying on top of her with her own massive cock up her cunt. The only thing keeping Fleur de Lis from screaming is the cock being shoved deep into her mouth by a third horse woman. Twilight couldn't believe that those big cocks are able to all fit inside Fleur like that.

The table cover was pulled away and two pairs of strong hands grabbed Twilight pulling her out from underneath the table. Twilight struggles but couldn't break free as one of the guards put her over her shoulder and took her away. Twilight did managed to see that the two soldiers one gold and the other silver are being ordered by a smaller horse woman with glasses, who seems to have a tattoo of an inkwell on her butt cheeks. Which looking around Twilight saw all the horse women have tattoos on their butts.

They pass several people that Twilight recognized as her classmates. Taffy Shade is on her hands and knees being rammed from behind by a horse woman, as she tries to pull herself away. Varsity Trim is being held upside down as a horse woman is forcing her to suck her cock while she uses her tongue on her cunt. Mrs. Shade one of the teachers is sitting on the lap of a horse woman who is thrusting her up and down on her cock. Crystal Lullaby is on her knees sucking on a cock as cum drips out of her cunt and butt.

Twilight was drop to the floor and found herself in front of a large table. Her eyes widen seeing Cadance sitting on the lap of a horse woman who looks like her. The horse woman is also much larger than most of the other horse women, having wings and a horn as well. She's sharing Cadance with a female horse woman who looks like her brother, who is ramming her cock into human Cadance's anus.

Next to her is principal Celestia sitting on the lap of another horse woman who looks like her, and next to her is her sister who also sitting in the lap of a horse woman that looks like her. And like the horse Cadance, both the horse Celestia and Luna both have wings and a horn, as well as being much bigger then the other horse women. All three teachers only had strips of their clothing left on them, as the horse women pump their bodies on their giant cocks.

"Ah you three found her," an orange horse woman with long flaming red hair with a yellow strip that reminds Twilight of bacon. She has wings and a horn on her head like the other three bigger horse women. She pulls her cock out of the cunt of Abacus Cinch who is laying on her stomach on the table. Twilight could only watch as the cock kept being pulled out till the fat cock head popped out and a flood of cum came out of Cinch's cunt. Only for a new horse woman to shove her cock in and pumped away.

"She was hiding underneath a table," one of the soldiers said.

"Better have a look around. I want you and a couple of other guards to search around to make sure all the human women are accounted for," Sunset said to the guards.

"Yes, my princess Sunset," the gold soldier said.

"But before you do you should enjoy her with me and Raven," Sunset said.

"Thank you, princess," the silver soldier said.

"Why are you doing this?" Twilight asked.

"We we're having a nice orgy when you all suddenly showed up. And the teacher over there when I question her about how they all got here, told me you were using some kind of device on a statue," Sunset wave her hand and Twilight's clothes were torn off leaving her naked. The device that Twilight used floated in the air before disappearing in a flash of light.

"How did you do that?" Twilight asked.

"Magic," Sunset said as she floated Twilight in the air. "And the reason why we're raping you and the others is that you all just smell too good to us. You humans have a powerful pheromone coming from you that makes us ponies lose all control and go into a mating frenzy. Now to break you in."

"No, please, not that!" Twilight scream and struggles to free herself. She tried kicking her legs at the princess, but Raven and the guards came and grabbed hold of her. They pulled her legs open while suspended in the air her in a spread eagle position while the other guard holds her arms.

"Trust me girl, after a few hours after we pump enough of our cum into you which are full of aphrodisiacs, you'll be begging us not to stop," Sunset said as she began rubbing the tip of her horse penis against the puffy wet folds of Twilight's tight looking cunt. Sunset grinned as she watched a tiny bit of vaginal juices gush out, coating her cock in her strong smelling lubricants.

"Stop," Twilight sobs.

"Mmm, seems this part of you is honest!" Sunset said before driving her cock halfway inside Twilight.

"Nnnnnoooo," Twilight screamed out.

"Of fuck, it's so tight!" Sunset groaned as she ripped through Twilight's virgin barrier and buried the first nine inches of her cock inside the screaming girl.

"NOOOOOO!" Twilight screamed before the gold guard holding her arms repositioned herself and forced her massive cock down her throat, effectively silencing her.

"Let's gang bang her!" suggested the silver guard said.

"I like the sound of that." said Raven as she patted Sunset's butt while the orange horse woman began slowly pumping her cock in and out of Twilight's pussy. The precum oozing from the tip slowly coaxed her cervix into dilating, allowing her to shove fifteen inches into the young girls cunt, the head of which began rubbing against the top of her fertile young womb.

"Mmmm, feels so good, and look, my cock makes a perfect outline in her!" Sunset said as she looked down at the phallic shaped lump in Twilight's abdomen.

"These humans smell so good," Raven said as she smiles delighting in how Twilight screamed around the cock in her mouth as Sunset continued to hammer her pussy with that huge horse dick.

Twilight only groaned in forced pleasure as her body began climaxing from all the attention. Tears streamed down her face as she silently prayed for someone to come and help her. Meanwhile, the silver guard grinned as she moved to lay beneath her. Twilight then whimpered and her eyes went wide as she tried to shake her head.

'Please no...,' Twilight thought as she felt the flat cock head of the horse woman pressing against her asshole.

"Alright, lower this fuck toy down!" the silver guard said to her fellow horse women.

"Mmmoooooooo!" Twilight managed to scream around the cock in her mouth as she felt herself getting lowered down onto the silver guard's giant rod. The silver guard then groaned in pleasure as she pushed her cock up Twilight's tight little butthole. She could feel her princess's cock pumping into the girls pussy as she slid fifteen inches up into her rectum.

"Is fifteen inches is all that can fit in her?" Raven asked.

"Anymore and we'll just kill her with our cocks. But that be one way to have fun in killing her," Sunset said causing Twilight to shiver hearing that.

Raven laughed at the whimpering mewl that Twilight made in response while the silver guard reached up and began folding the young girls well developing breasts.

"She's got some big tits," the silver guard said as she purred with pleasure. She and Sunset had easily set up a rhythm of thrusts, as one would push in, the other would pull out, driving Twilight to new heights of pain and pleasure.

"She's got a big mouth too," Raven said seeing how much cock Twilight is swallowing.

"Uuuuuuhhnn, and she knows how to use it too!" the gold guard groaned in pleasure as she began cumming in Twilight's mouth. Most of her spunk went down her throat, but a fair amount still pushed past her lips, soaking her face and dripping down the back of her head and onto the floor. The gold guard then pulled her cock away and let the remainder of her orgasm splash into the young girls face.

"Aaahhhh, it hurts!" Twilight screamed once she had finished coughing.

"Don't worry, it won't much longer." Raven said to her as she stuffs her own big cock into Twilight's mouth.

Twilight whimpered softly around the new cock as she endured the pain and pleasure as best, she could. She could still taste the salty flavor of cum in her mouth and felt as though she wanted to puke. Another forced climax rocked Twilight's body and she began to feel a warm sensation in her stomach. It wasn't like anything she'd felt before, it felt, good.

"Mmm, that's it," Sunset said as she watched the expression on the girl's face slowly change, turning from humiliation and pain to raw lust and pleasure. "Just, let yourself go and become the cum dumpster you really are!"

Twilight let out a long loan moan as her body climaxed once again, this time though, she enjoyed it, the way it made every nerve in her body feel alive with pure pleasure. She could almost feel her shame and humiliation melting away as her mind filled with all kinds of perverted images. Twilight smiled happily around the cock in her mouth as her pupils constricted almost to the point where they appeared completely purple. She began moving her hips in time with the two cocks inside her and suck harder on the cock in her mouth, the result being a surge of pleasure unlike anything she'd ever felt before.

"Shallow it," Raven said as she empties her balls down Twilight's gullet directly into her stomach. Once she was done Raven pulled her long cock out letting Twilight get some air.

'Oh please, let this go on forever,' she thought to herself as she began panting and moaning.

"Ahh, feels so good!" Twilight screamed as she gave in to her body's lusts. She humped herself against the two cocks in her ass and pussy. "Mmmmm, a cock, gimme another cock to suck, PLEASE!"

"Hehe, I can't resist a request like that." said gold guard said as she moved to place her cock in front of Twilight's lips. The human girl licked her lips happily and engulfed nearly all of the gold guard's rod at once, making the horse woman coo with pleasure. The horse women then released their hold on Twilight's arms and legs, the young woman instantly wrapped her legs around Sunset's waist. She then tightened her hold, as if trying to pull the horse girl in deeper. Sunset only smiled and worked with the silver guard to pull her into a more comfortable sitting position. The gold guard moved with them easily enough and managed to keep her big cock down the girl's throat as she moaned in pleasure.

"Mmmmm...!" Twilight groaned as she began to cum again and again, her pussy gushing nearly constantly, soaking both horse women's fur in her vaginal juices.

"Oh fuck, she just got tighter!" the silver guard groaned as she pumped her cock all the way into Twilight's tight anus.

"I know, I'm gonna cum!" Sunset moaned as she felt her cock swelling up, locking her dick inside Twilight. She then leaned her head back and howled in bliss as she began cumming hard.

"Ahhh, cumming!" groaned as her climax joined Sunsets.

"Mmm, lean her back a little, I wanna watch her belly swell!" Raven said watching and stroking her dripping cock.

Both climaxing horse women nodded and moved to lean Twilight back a slight amount as they continued to orgasm inside her pussy and anus.

"Wow, look at that!" Raven said with a laugh, watching as Twilight's stomach began to swell up like a balloon. The sight turned her on more than she imagined it would and wanting to do it herself.

"Ahhh, feels so good!" the gold guard groaned as her own cock swelled up and she began pumping her load into Twilight's mouth. Twilight eagerly swallowed every drop, savoring the taste and the feel of the added cum going into her swollen stomach.

Sunset smiled and reached a hand down to rub Twilight's belly as it swells up.

"Mmm, I don't care how many girls I do it to, I never get tired of seeing this!" she said.

"Sunset please stop this. I'm your mother," the human Celestia shouted to her daughter who disappeared a year ago. She finally found her and she's now one of these horse women. She is still being fucked by her counterpart who gave out a laugh hearing that.

"Sorry but I'm not your Sunset," Sunset said as she pulls her cock from Twilight's cunt with her cock still spilling cum. Raven quickly replaced her shoving her cock into the overflowing cunt.

Sunset waves her hands and appearing next to her is the human Sunset. The human Sunset is naked and only wore a collar around her neck. The human Sunset's eyes are dull but widen seeing her mother in front of her, being raped by her pony counterpart.

"She just appeared a year ago and after we broke her in, she told us all about your world. But we couldn't figure out a way to open a gateway to it. But thanks to human Twilight we now have a way and Sunset isn't the only human sex toy anymore," Sunset said as she watches her human counterpart runs to her human mother who is still stuck on the lap of her mother.

Both mother and daughter hugged each other, with pony Celestia stopping her fucking to allow them this moment. Both had missed each other and thought that they would never see each other again. Celestia looks down at her daughter's crying face who began to cry out as pony Sunset had thrust her cock into her human counterpart's cunt. Pony Celestia smiles at her daughter as she began thrusting again into her human counterpart's cunt as well. Both pony mother and daughter pressed their bodies together as they fuck the human mother and daughter trap between them. Their cries echoing through the grand hall, joined by all the other human females who are now just sex toys for the futa ponies. (1)

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Author's Notes -

1 - It's a whole different world and not to cannon to the show.

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