FSE

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formerly SoFurry search engine

Zecora woke up in the hospital three days after a disaster that destroyed a good portion of the Everfree Forest, and the appearance of some entity the locals called Discord. Apparently she passed out just as the attack happened, but she had no injuries, which was a miracle considering she was at ground zero, where most other ponies received burns and broken bones.

When she checked out and returned home, however, Zecora became aware of something affecting her body and mind. Her breasts in her abdomen were enlarged and very sensitive, and her thoughts were cloudy and drifted frequently to sex. Sex with one specific stallion; the one that she liberated from the dungeon. She remembered little about what happened before she passed out; the only thing she could remember was heading to Ponyville for reagents, and that's when she woke up in the hospital. There was no sign of Cere'Qul in the hospital or anywhere else. She hoped he was alright.

Her greater concern for the moment, however, was with her ill and corrupted thoughts. This wasn't any ailment she was familiar with, but it reminded her of the majini - evil spirits - that she helped exorcise back in her homeland. She was never possessed by one herself, but the normal potion she used for purging majini worked and exorcised the evil that possessed her. Possibly. It was still too soon to tell for certain.

With that out of the way, Zecora could start focusing on other things, like how she still needed more reagents. She never got around to that the other day, and making the exorcism potion exhausted what little supply she had left. The most she could do with her remaining inventory was butter bread. Maybe.

* * *

Fluttershy returned to the Cakes' pastry shop to pick up Cere'Qul. However, when she arrived, there was no one tending the shop. Curious, she flew behind the counter and headed upstairs. Surely they wouldn't leave the shop open with no one tending to the cashier? What she found in Pinkie Pie's room explained why the counter was vacant.

Pinkie Pie and Mrs. Cakes were sprawled out on the floor, completely glazed over with pungent jizz that smelled like a brushfire. They writhed on the floor and in the goop, and judging by the sounds they made, they were enjoying it. Fluttershy should have had some kind of shocked or embarrassed reaction to seeing this, but ever since this morning, she wasn't exactly herself.

"Mmhh, I feel all nice and full like a custard donut!" Pinkie Pie moaned, rubbing her slightly distended stomach.

"Your friend is really amazing!" Cakes said, slowly getting to her hooves. "Mr. Cakes is great and all, but... wow, he really plowed me through with that enormous hunk of cock!"

"Talking about Cere'Qul?" Fluttershy asked. The other two mares looked over at her. By their expressions, they didn't notice her enter the room.

"Is that what his name is?" Mrs. Cakes asked. "Is he your boyfriend?"

"Mmmm, not really." Fluttershy replied. "But he did mate with me, as well."

"With both dicks?" Pinkie Pie asked. Fluttershy nodded her head, with no clear sign of embarrassment she should have possessed. Not that the other girls even noticed.

"You took both his dicks at once?" Mrs. Cakes asked. "Oohhh, I'm so jealous! Mr. Cakes never wants to do anal with me, because it's dirty and whatnot! I keep telling him he could use a condom, but he still refuses to do it. Hope you don't mind if I borrow your friend for a while. I'd really like to try it, sometime."

"Sure, as long as you share with us."

"Speaking of which, were is Cere'Qul?" Fluttershy asked.

"I don't know. He said he needed to go think about something shortly before he left." Pinkie Pie explained. "Don't worry, he'll be fine... I think. At least until he gets hungry again."

"Then lemme buy him a few brownies. He didn't return home last night, and I'm sure he's hungry by now."

Pinkie Pie and Fluttershy went downstairs to make the purchase. A few bits lighter and a few brownies heavier, Fluttershy left the bakery to go find Cere'Qul. The only problem was, she didn't know where to start looking, but considering that he was a giant black pony with an ivory mane, it shouldn't be too difficult a prospect.

While she was searching, Fluttershy ran into Zecora outside of the alchemy shop as she was leaving, carrying saddlebags bulging with the alien ingredients she used in her potions.

"Hello, Zecora." Fluttershy said casually as they passed by, and Zecora replied with a nod. They stepped a few feet from each other when they suddenly turned around at the same time and made direct eye contact. Something unspoken passed between them, be it pheromones or just plain magic, it was unclear, but they intuitively knew that the other...

"You had sex with Cere'Qul, too, didn't you?" Fluttershy asked.

"An astute observation." Zecora replied. "But is that how you start a conversation?"

"Oh, I'm sorry." Fluttershy murmured, turning away slightly.

"No worries; it is fine. So how are you, dear friend of mine?"

"I'm just looking for Cere'Qul. I don't really know where he went off to. I hope he's alright."

"Where he is, I cannot say, though I believe he'll return today. Be patient, friend, do not cry. I feel he'll return to you, Fluttershy."

"Thanks. I feel a lot better hearing that." Fluttershy said. Zecora was about to leave again, but then reached back and grabbed a bottle from one of the saddlebag pouches and handed it over to Fluttershy.

"What is this?" she asked, eyeing the viscous purple goo inside.

"This is no mere draught for moles." Zecora explained. "Drink it for strong, healthy foals. I bought a few of these from the shop. Be sure to drink every drop."

"For foals?" Fluttershy looked up, and, for some reason, she liked the idea of having Cere'Qul's foals. If this helped with that, she'd definitely accept the gift. "Thanks, Zecora. I'll make good use of this."

"Many strong foals, I hope you'll achieve. Now if you'll excuse me, I must take my leave."

* * *

Cere'Qul didn't return to Ponyville until the next day. The hustle and bustle going on drowned out the voices in his head. Either that or they were hiding. He could still sense their thoughts and feelings, particularly one of them. His eyes darted back and forth at every mare he passed by, wondering how she would feel on his dicks, what kind of foals she could bear, and other similar dark, thoughts. He toyed with the fantasies, but he tried to prevent his dicks from erecting. The other ponies were already giving him a wide berth; if he went full mast now, they'd probably break out in a panic.

He looked to his right at a stretch of land that wasn't developed like the assortment of hovels these horses called houses, but it wasn't untamed like the Everfree Forest. The grass was clean and uniform and there were sparse trees along the path that cut through the sector. As much as he wanted to get back to Fluttershy, this new oddity intrigued him, so he took a quick detour down the path.

He walked down the path, wondering the whole while at the purpose of such a place. Ponies were just standing around, or laying on top of some tarp with loud fractal patterns that contrasted considerably from the grass, eating food. Did ponies live here?

Cere'Qul spied a unique-looking winged mare lounging underneath a tree. She had sky blue fur, but her mane and tail were composed of all the colors of the rainbow. This especially stood out when the ponies he's seen so far had about two or three colors to them. Was she like him, torn from her world by a treacherous master? She intrigued him, so he decided to introduce himself to her.

"Hey there, you're a rather unique-looking pony." he said.

"Well thank you for noticing." she replied. "I AM rather unique!" Her tone was very confident and cocksure, which took Cere'Qul by surprise. He wasn't used to females using that kind of tone. They were much different than the ones in his era, who were more subservient. But then, they were aware of the kind of power he wielded.

"You're rather unique-looking yourself." she added. "Kinda huge, actually. I've never seen you around here. Where are you from and what have you been eating?"

"I come from... a very far away country."

"Really? We seem to attract all kinds of outsiders lately. There's a zebra named Zecora that also comes from a distant country."

"Actually, I've already met her. She's the one who brought me here. Speaking of which, do you know where she is?"

"She mostly keeps to herself in the Everfree Forest, or else she's out getting more reagents."

"Last time I saw her was before... Ponyville got attacked. I was going with her to get more reagents. Can you show me where that is?"

"Sure! My name is Rainbow Dash, by the way."

"I'm Cere'Qul. Nice to meet you."

The small pegasus led Cere'Qul out of the park and into town. Rainbow Dash had a pretty sleek body, he observed. She wasn't exactly muscular, but she was well-toned compared to Fluttershy.

"So what do you do around here?" he asked.

"I'm only the fastest pony this side of the Thunderbolts!" she proudly proclaimed. "I can outrun anyone and anything!"

"Really now? You brag about that like it's a good thing. Do ponies around here value running away like cowards?"

"Hey, what do you mean by that?!" she exclaimed, taking flight to glare at him. "Going fast has nothing to do with being a coward! We race around here for fun and competition!"

"I-I'm sorry. I didn't mean to imply that you were a coward." Cere'Qul replied.

What did you say?

"It's just where I come from, we believe in a confrontation, you don't stand down unless you're a coward."

"That's a pretty... dumb... that's dumb!" Rainbow Dash exclaimed. "How did your country even manage to function?!"

"We didn't. It's not really... around anymore, but when it was, the strong ruled, and the weak kneeled. That's the way things were."

"Well, that's not the way things are around here." she landed back down on the ground and continued to lead him to where they might find Zecora. "Everyone works to help everyone else. We all have stuff we're good at, and other things we're not so good at, so we all depend on each other.

"What do you do, anyways?" Rainbow Dash asked. "You're a pretty big boy. Huge, actually. Have you considered working on the farm? They could use-"

"A lot of helping hooves?" Cere'Qul finished for her. "I know. Pinkie Pie suggested the exact same thing to me."

"Oh, you met Pinkie Pie, too?" she asked. Cere'Qul nodded his head. "Oh, okay."

"You know, earlier when I said you're unique-looking, I was thinking of your mane and tail. They're so... unusual and colorful, even among the other ponies."

"It's just how I was born." Rainbow Dash replied, shrugging her shoulders. "Lemme guess, where you're from, they have colors a lot like yours?"

"Yes, actually. Dark, fiery colors. The colors of flames and ashes."

"Are they as big as you, too?"

"Well... not all of them. Just the males."

"Is... everything big about you?" she asked. "I mean, it would really suck if you're larger than anypony, but you got a dick the size of a clit."

Maybe it was inappropriate for her to imply such a thing. Maybe Cere'Qul shouldn't have responded with such an extreme reaction. Something about what she said triggered something in him, and he reactively grabbed Rainbow Dash and slammed her up against nearby tree.

"OW! What the hell!? Let go of me!" she protested.

"whAt tHe fUcK dID yOU sAy?" Cere'Qul growled.

"I was just joking!" Rainbow Dash exclaimed. "You're big and all, like you've taken some HGH! (Horse Growth Hormones) You know that stuff gives you a small co-GUFHPH!"

Rainbow Dash's voice was muffled suddenly by one of Cere'Qul's massive dicks, which he shoved into her mouth. To her surprise, it was even more gargantuan than she imagined, and she was admittedly wondering just how big he was. His dark fur didn't help to make his pouch pop out from the rest of his body, and he was walking behind her, so it was very difficult to sneak a peek. Now that it was in her face, pushing itself into her mouth. Her nostrils were immediately filled up with the smell of burning charcoal. A flood of bold, smoky moisture hit her tongue.

"iS tHiS smALl tO yOU?!" Cere'Qul growled, though Rainbow Dash was unable to respond. The cock was too big for her mouth. It stretched out her lips and made it very difficult to breathe, let alone talk. She tried to scream out for help, but her voice was simply too muffled underneath his enormous body and through his thick shaft.

The worst part came when Cere'Qul began to thrust his meat deeper into her mouth. The back of her head struck the tree repeatedly. It didn't take long for her to get disoriented. At the same time, however, her mouth began to feel very strange, along with the lining of her throat.

"sUcK mE oFf, yOU wHOrE!" Cere'Qul ordered. "oR iS tHIs nOt bIG eNOugH fOr yOU?!"

"Mmpphh! MHHH!" Rainbow Dash was beginning to feel dizzy. What was going on? This was the same kind of sensation she received as she was about to have an orgasm, but it was coming from her mouth? That shouldn't even be possible, but it was somehow happening to her!

Cere'Qul continued throat fucking her. At this weird, awkward angle, he was starting to lose his balance as he neared his orgasm. His upper cock was throbbing in protest from the lack of attention, but Rainbow Dash was already beyond capacity with just the one cock in her mouth; she wouldn't be able to take in another. Despite the neglect, his second cock shot a stream of cum just as hard and thick as the one in Rainbow Dash's mouth. Her cheeks swelled out from the volume and she reluctantly hastened to swallow the goo before she risked drowning in it.

On the first swallow, Rainbow Dash suddenly felt very light headed as she experienced her first throat orgasm. Her eyes rolled in the back of her head, but thankfully her swallowing reflex was still working. Her stomach swelled out slightly, and she was starting to feel sick.

Finally, Cere'Qul pulled away from her, and Rainbow Dash slumped to the ground, panting heavily. The larger horse huffed and stood triumphantly over her. That was a lesson she wouldn't soon forget! With that out of the way, Cere'Qul looked around again. As much as he wanted to find his lost mare Zecora, his greater ambitions were suddenly brought to the forefront. He needed a castle, and by extension, the foundation for an empire. There'd be no point in rounding up the herd he acquired if he had nowhere to put them. It was an issue he needed to address now before anything else could happen.

Cere'Qul left the park and headed north, back in the direction of the mountain range. The path leading there was less pronounced as the dirt and cobblestone roads around Ponyville. When he got to the base of the mountain range, the road disappeared completely. Out of any other location he could think of to build his castle, Cere'Qul preferred the mountains. It was a natural throne overlooking the surrounding region, and the high altitude and narrow paths provided a natural defense from possible invaders. The lack of vegetation in the rocky biome also allowed him to use his stone sword with greater ease, and he didn't have to worry about loose sparks.

* * *

Very close by, unbeknownst to Cere'Qul, Zecora staggered through the forest. She had saddlebags slung over her back, carrying the full inventory of reagents she purchased earlier. While she was heading back to her hut, her hooves seemed to guide her in a completely different direction from the forest. She drifted off north near the mountains, and she didn't seem to care that she was taking this detour. In fact, she arguably had an interest in something that lied in that direction. That something was only revealed to her when she laid eyes on it, and that something was in the form of Cere'Qul.

The two of them stared at each other. Zecora gazed at him longingly, and Cere'Qul returned the stare with a mixed message of domination and affection. She was a slave to his cock, as every mare should be, but she held a special place in his heart for being the first mare in his new herd.

"So here you have been." Zecora said. "Discord, it seems, did not win."

"It takes a lot more than that to kill me. So where did you scuttle off to?"

"I fled nowhere. I looked to my side, and you were not there."

"Well I'm here, and I'm here to stay." Zecora approached Cere'Qul and nuzzled her head against his. He returned the gesture. She might be into all this affection nuzzling and stuff, but he wasn't. The only nuzzling he liked was when he was nuzzled inside a mare's tight holes.

Zecora suddenly dipped between his legs and nuzzled her cheek against his cocks. He was still semi-hard from throat fucking Rainbow Dash, and he didn't cum as hard as he would have wanted to. Once she started giving them attention, they sprouted up once again, nearly slapping Zecora across the face.

"Good to see they have not been marred." she said. "Would you like them no longer hard?"

"You know what I like." Cere'Qul replied, grinning. Zecora got right to work, rubbing his lower cock with her hooves and servicing his upper cock with her mouth. He was still too big for her to handle, so she just sucked on the tip to get him ready. There was a sense of intimacy Cere'Qul got from the way she went around it, but it was difficult to tell if she was in love with him or just his dicks.

Zecora laid down on the ground once she got his dick properly lubed up and spread her pussy lips apart for him. Cere'Qul crouched down and rolled his hips around to feel around with his dicks for her pussy. He found it with his lower dick and moved back so he could plunge it into her tailhole, his upper cock sunk in between Zecora's breasts. He almost completely forgot that such a thing even existed! It seems that, despite their diminutive frames, these ponies could also develop some sizable mammaries.

Cere'Qul pushed his lower cock into Zecora's pussy and let his upper dick slide in between her budding breasts. Zecora understood his intentions and squeezed the fatty tissue together, wrapping his member in their softness. For some reason, the cock in her pussy felt even better than it did the first time. Her breasts tingled from getting touched by his dick and even more so by her hooves. The throbbing meatus stared at her like a large eye as Cere'Qul bounced back and forth. She had the instinct to give it a lick as well.

Cere'Qul loved how her breasts felt against his dick. They were soft, but it was a drier, more malleable softness than her vaginal muscles, which had a moist, velvety grip on his cock. Yet, unfortunately they were not big enough to fully wrap around his masculinity. Maybe given a little more time, she would have mammaries big enough for him to lose himself in.

That can be arranged.

A sudden tingling sensation in his upper cock caused Cere'Qul to paint Zecora's face and stomach with his precum. The zebra licked and gulped down as much of the sticky volume as she could. A few seconds after she did, her breasts suddenly increased in size by another few inches. They also seemed to become more sensitive as well; Zecora could feel a slight tingling sensation throughout her breasts; almost like she was having a miniature orgasm. For Cere'Qul, having his member buried even deeper between the folds of Zecora's breasts was an incredible feeling. Immediately he knew he had to have a breast mare in his herd; a mare dedicated to rubbing his cocks with her giant udders.

Cere'Qul shivered as he tumbled over the edge, shooting his rich, fertile load all over Zecora's face and stomach. It wasn't much, as it was too soon still since his last orgasm while teaching Rainbow Dash a lesson, but it was enough to paint Zecora white. After he pulled his cock out of her, however, his semen magically disappeared, absorbed into her body, and the connection he felt with her strengthened.

"Welcome back to the herd." he said, though his voice didn't feel like his own when he said that.

"Now that I am back with you, what is it we now do?" Zecora said, her tone a little flirty.

"We need to find a place to start our new kingdom. I like the mountains. We're going to start there."

Zecora nodded, and Cere'Qul led her into the mountains. After a half hour of exploring, they came across the open mouth of a cave, but Cere'Qul could immediately tell that it wasn't a natural landmark. For starters, there were support beams that lined the interior, and several tools, broken and otherwise, in a small pile next to the entrance. With his mind on mining, Cere'Qul realized that building inside of the mountain would be an even better option. A fortress on the mountain peak would still be susceptible to aerial assaults, and ponies around here had apparently evolved over the millennia to develop the gift of flight, something even he was incapable of. He was pretty certain they weren't as proficient with digging, as they looked to be remarkably frail and unsuited for intense physical labor.

And by the smell of it, whoever owned this mine wasn't an equestrian.

"Stay out here." he ordered Zecora. "It might not be safe inside."

"For my safety, you need not fear." Zecora replied. "But if you insist, I'll wait out here."

Cere'Qul ducked his head under the support beams and trundled into the maw of the mine. Whoever made this tunnel was digging very greedily. Not too far into the tunnel did it suddenly open up wide and tall enough for Cere'Qul to stand erect in. There was plenty of headroom to spare above him. He wasn't a geological expert, but it couldn't be safe to dig out an enormous volume of rock and expect it to still stand without some reinforcement.

Deeper into the mine, Cere'Qul could hear the sounds of toil echoing off the walls from one of the many tunnels that branched off from the main one. His superior hearing enabled him to discern which one it was. He moved down the chosen rocky corridor. The tunnel bended and weaved around in unpredictable, chaotic patterns, which probably didn't do much for the rock's structural integrity. It was mindlessly counterproductive. There was something the miners were interested in, and they were searching for it with self-destructive zeal.

Rounding another corner, Cere'Qul found himself staring at the mysterious miners. They were dogs, of all things. Such creatures in his era were dumb hunting beasts. The centuries were kinder to them than the ponies. They all had the same dark gray coat of fur, their features were rugged and sharp, and they walked on their hind legs exclusively. In their oddly malformed paws, they wielded heavy pickaxes, striking the earth with multiple swings. Their hunched bodies and lethargic recoils gave away their exhaustion.

"Keep going!" one of the other dogs barked. He was larger and slightly heavy set compared to his brethren. "Got another half hour before we can break!"

"Sir, I think this vein is depleted!" one of the other dogs said. "We've dug for several meters and there's no sign of even a shard of gemstone here!"

"Just keep digging! If we don't find anything before the break, we'll move onto another tunnel!"

"That's what you said two days ago!"

"Yeah? Well this time I actually mean it!"

"Again, what you said two day ag-"

"Shut it! I'm gonna go check on the boys in the other tunnel!" The foredog headed off into a smaller tunnel that Cere'Qul didn't see before.

'Gemstones?' he thought. 'Why the fascination with gemstones? They're just shiny, useless rocks. Mares are so much better than shiny rocks.' With the foredog gone, he decided to move in for a closer look. Their backs were all to him, and even with his enormous frame and considerable mass, his steps were almost silent; what little noise he made was drowned out by the din of pickaxes striking rock.

Cere'Qul's muzzle suddenly started to tickle. All the rocks being moved and hammered kicked up a lot of dust, and he ended up inhaling a large amount of it. His upper lip trembled, and he drew his head back and let out a loud, powerful sneeze. It actually upset the dust that settled on the rock walls. The dogs all jumped a foot and dropped their equipment in shock.

"Oh dog!" one of them exclaimed. "The ceiling's coming down on us!"

"No it's not!" another one replied. "Someone just sneezed! Hey, Fangblade! You there? What's going on with th- what the fuck?"

The dogs turned around to see a dark cloud hovering in the air not too far behind them. Being experienced miners, they were constantly vigilant about toxic clouds and other harmful vapors, as well as from where such malignant nebulae could erupt from the earth. Almost immediately did they realize that the mist had no visible origin from the rock.

"I'm not imagining that, right?" one of the dogs asked.

"If you're imagining it, I must be, too."

"Where did it come from?"

"Do you think it's harmful?"

The mist was as much of a surprise to Cere'Qul as it was to them. After all, he was the mist! He didn't even know he had this ability! It'd be difficult to explain what this felt like. It was almost like every part of his body encompassed every particle of mist, that his eyes, ears, hooves and mane existed in the same area at the same time.

Our powers have evolved. We are regaining the power We once had.

This is Your doing?

This was Our doing. We exist as a singular entity. This is how We control the power.

Cere'Qul felt the knowledge of the magic flow into his active mind. Almost naturally, he understood how to maneuver and control himself as a cloud of mist.

"What's going on in here?" The foredog called out, coming back down the tunnel.

"Sir, there's a strange... mist... thing here!"

"Ignore the clearly inconspicuous mist! We got gems to dig out!"

All the dogs, including the foredog, took a step back as the fog suddenly began to compress and take solid form. They immediately recognized the equine shape the mist morphed into.

"We're under attack!" They exclaimed, and readied their pickaxes to defend the mine. However, with a small burst of psychic energy, knocked the mining equipment from their hands, disabling them.

"I'm not here for a fight." he said. "Nor am I here for your gemstones."

"Then feel free to get the hell out." the foredog replied.

"Actually, I'm curious. Why are you looking for gemstones?"

"To eat them, of course!"

"Rubies are the best!" Another dog added.

"How do you eat a gemstone?" Cere'Qul asked.

"Like this!" The foredog pulled a shard of ruby out of a pouch on the belt he wore and chomped down on it. The crystalline fragment shattered under his powerful jaws, and he chewed it contently, creating a sickening grinding noise.

"I have no use for gemstones, myself, but I could make use of this mountain, and I could make use of you."

"Sorry, bud, but if you want to hire us, you gotta bring us some gemstones. Dogs' gotta eat."

"I figured as much." Cere'Qul's form shifted. His mane flared into the color and brightness of an open flame, and from his shoulders sprouted two extra heads.

"Woah, that's a neat party trick." the foredog said. "They even look real."

"We cAn aSsUrE yoU wE arE reAL." The heads spoke all at once, but their voices were not perfectly synchronized, making it a bit difficult to understand them at times. Cere'Qul raised a hoof and stamped the ground. His stamp created a shockwave that reverberated throughout not just the cavern, but the mountain as a whole.

"dId yoU kNow tHaT tHiS enTiRE mOUntaIN is pEPpeReD witH gEmSToneS?" he said. As he spoke, sparkling granules began to gleam in the torchlight as they emerged from the surrounding rock and converged on one spot at Cere'Qul's hooves, forming into a perfect spherical ruby.

"Woah, that's cool! You can make gemstones?" the foredog asked.

"nO, bUt wE cAn gAtheR the pArTiCles tO thE sUrfAcE, freE of iMpuRItiES. nO mIniNG nEEdeD."

The foredog stepped forward and reached for the ruby. He sniffed it at first before popping it into his mouth and chomping on it. As he chewed on the gem, his eyebrows raised in intrigue.

"That's... incredible." he said. "There really are no impurities in it! Can you make more?"

"oF cOuRSe. We cOulD maKe aS mAnY aS you wANt. iN exCHangE, wE wANt yOU tO woRK foR US."

"For gemstones? That's fine by me. What do you have in mind?"

"We wANt a CasTle iNsIDe the mOUntAIN." Cere'Qul explained. "onE fIT foR a kINg."

"A WHOLE castle? That's kind of a tall order, but hey, as long as you supply us with gems, we'll make you whatever you want."

"gOOd. ThEn leT'S dIsCuSs wHaT wE waNT in dEtaIL."

* * *

Rainbow Dash's throat felt like it got fucked by a freight train. She didn't know how much time had passed since that giant stallion from Hell fucked her mouth into unconsciousness. She should have been angrier when she woke up, but instead, she felt a violent stirring in her loins. She found it very difficult to think of anything else.

"I... I need help." she managed to mutter to herself as she staggered out of the park. Unfortunately, the only friend Rainbow Dash could think of that could help her so close to the park was Applejack. Twilight, Fluttershy, Rarity, even Pinkie Pie could also help her, but Applejack was the closest, and even then, the walk to her farm was an arduous one. She had to constantly focus on the next step ahead of her in order to ward off the obsessive thoughts coursing through her mind.

Half an hour felt like a year to Rainbow Dash as she slowly approached the farm. The bright red and white barn stood out from the ocean of green that surrounded it. To the east, the apple orchards stretched out for miles going over the hills and beyond. Rainbow Dash stumbled down the path to the farm; she couldn't get there fast enough. When she approached the house, her first instinct was to look inside the barn. Somepony had to be inside, and if they weren't, were going to be in there shortly.

Fortunately for Rainbow Dash, Applejack was inside the barn, maintaining some equipment. She looked up at her as she entered through the open doors.

"Well howdy, Rainbow Dash." she greeted, then tilted her head. "Uhh, Rainbow Dash, you don't look too good."

"I... need your help." Rainbow Dash groaned out.

"What's wrong?

"That... son of a... bitch." she managed to say before collapsing to the ground. Applejack set down the tools she was working on and dashed out of the barn into the house. She picked up the telephone and quickly stamped out the numbers to Twilight's house.

"Twilight!" she said after the other pony picked up the phone. "We got an emergency at the farm! Rainbow Dash collapsed! Get out here on the double!"

"What happened? Is she alright?"

"I dunno, but she looks all dark and gray like when she was bein' controlled by Discord!"

"Alright, I'll get there as soon as I can!"

Applejack hung up the phone and returned to the barn with a blanket on her back, looking to keep Rainbow Dash comfortable while she waited for Twilight to arrive. Not that a blanket would do anything if this were Discord, but it was at least something.

When she got back to the barn, Applejack got broadsided by Rainbow Dash right as she stepped inside. They tumbled across the ground, and when they came to a stop, Rainbow Dash was sitting on top of Applejack's stomach.

"Rainbow Dash, what the hell are you doin'?!" she exclaimed.

"I... want you." Rainbow Dash growled lustfully. Applejack looked down and noticed that her breasts were swollen and mature, like she was a milk-bearing mother. She wasn't one to try and look at other ponies' businesses, but if this was normal for Rainbow Dash, she would have noticed long ago.

"What are you talkin' about?" Applejack asked. Rainbow Dash flipped around and spread Applejack's legs far apart, then ducked her head between them and gave her pussy lips a good long lick. Applejack threw her head back and breathed in sharply. Rainbow Dash went immediately for her clit, which was remarkably sensitive. She reactively tried to clamp her legs together, but Rainbow Dash continued to hold them apart.

"Haaaah! Rainbow Dash, stop it!" she demanded, twitching violently again as the corrupted pony continued to assault her clit.

"But it's so tasty." Rainbow Dash said. "It's like a big ol' cherry!"

Applejack didn't like to admit it, but she did have a rather enormous clit. That was probably why it felt like an electric shock every time it was touched. She also didn't like feeling vulnerable because of it, and now Rainbow Dash was abusing it mercilessly.

"Huaahhhaahh! Please stop, Rainbow Dash!" she cried out. Her pleas were drowned out as Rainbow Dash moved back and planted her hips on her face, burying her snout in her snatch. It spread apart her pussy lips, which were firm but spread apart easily, and sunk down around her muzzle. Applejack got a good whiff of her musky scent. It was a very sweet and tender smell. She also had an irresistible urge to give her a taste. Rainbow Dash's vaginal muscles squeezed Applejack's snout as she flicked her tongue out and brushed it against her cervix.

"Mmoohh!" Rainbow Dash moaned. "Yeah, that feels good!" she rolled her hips around on Applejack's snout as she continued to assault her clit. She loved how the snout felt a lot like a cock. It was short and stumpy, but it filled her up just as well without stretching her out to her limits. Some of the stallions out there could get really big!

Applejack's tongue continued to stab at and draw circles around her cervix. It felt a lot better than it should have. For some reason, everything about her pussy was much more sensitive than normal. She was obsessed, compelled, to continue grinding against Applejack's snout, and to return the favor to her.

Applejack's love button sprouted up out of its protective sheath. Rainbow Dash moved her head down and wrapped her lips around it, sucking on it like a lollipop. Applejack's muffled screams reverberated up through her womanhood. Her clit throbbed in Rainbow Dash's mouth. She was bound to tumble over the edge soon, and so was Rainbow Dash.

Applejack thrashed around more violently than ever as she experienced her first lesbian orgasm. All the air she was breathing in was from Rainbow Dash's moist interior, along with whatever corruption was affecting her. Her clit felt like it was on fire. Perverse thoughts started flooding into her mind. Lustful thoughts that shame us all. She wanted to do more of these shameful acts with Rainbow Dash and continue to feel these incredible sensations and she didn't care who saw them!

Rainbow Dash rode her orgasm out on Applejack's snout. She painted the cowgirl's face with her moisture. Her muscles were quivering repeatedly. She finally lifted herself off and bucked upwards, squirting her scent several feet across the barn.

"Huaahh! This feels so incredible!" she exclaimed, rolling to the side and collapsing next to Applejack. Her chest heaved with every breath. "I hope you're not too tired after that. I wanna keep going!"

"Well, I've never bumped uglies with another girl before." Applejack said. "But I wouldn't mind doing it with you!"

After they caught their breath, Rainbow Dash moved back and shifted her body between Applejack's legs. Their pussy lips and clits pressed together, and both girls readjusted the positions of their hooves to apply more force against their partner.

"That's really soft!" Applejack gasped.

"Maybe mine are! Yours are very firm! Must be all the farm work you do!"

"Alright, so how do we do all this ugly bumpin'?"

"Just go with my motions, like this." Rainbow Dash began rolling her hips back and forth, grinding their pussy lips together. Applejack's oversized clit rubbed against her own. Because of its size, it pummelled Rainbow Dash's love button with every pass, sending incredible jolts of pleasure up her spine. Their moist pussy lube helped ease the friction between their flesh.

"This is... so incredible!" Applejack moaned.

"It gets even better." Rainbow Dash moved on top of Applejack, their plots still pressed together. She lifted up Applejack by one leg and straddled the other. Leaning into her, she gave the cowgirl a tender kiss on the lips as they continued their scissoring. Not that either of them paid any attention to it, but the color in Applejack's body was starting to fade away.

Applejack was getting more into the act. Until today, she never even thought of having lesbian sex. Now she couldn't get enough of it. The many blissful sensations, the intimacy they shared, and the softness and warmth of Rainbow Dash's body... she only regretted not discovering this sooner!

"I'm gonna cum again!" Applejack said. "My buzzer's goin' all numb!"

"Just keep grinding! Let the bliss move your body for you!" Rainbow Dash instructed. The wondrous burn between her legs intensified as well, but she was better able to control herself due to her previous lesbian experiences. Applejack, however, was pushed over the edge from the alien stimulation. She pressed her forehead into Rainbow Dash and tensed up as her orgasm coursed through her body. Her clit throbbed violently, and their crotches were drenched with a fresh layer of her sweet juices.

As they continued to grind against each other, the fur of their bodies began to fade more and more. It was getting increasingly difficult to think about anything other than sex. The fact that it was getting even easier for them to cum didn't help things. Even Rainbow Dash could feel herself sliding towards the edge of incredible euphoria.

"Aauhhhuh! Huh! Huh!" Rainbow Dash moaned loudly as she came. Her hips became a blur against Applejack's crotch as she used her spasms to rub against her lover harder and prolong the peak of her orgasm. As she came down from her high, Rainbow Dash's weight rested more on top of Applejack. Their muzzles pressed together, and though they were winded, they continued to grind against each other.

"I can keep going." Rainbow Dash panted. "Can you?"

"Are you kiddin'? This is just a light exercise for me!" Applejack replied. "Just give me a minute to catch my breath!"

* * *

Big Mac finished with the farm work, and after washing off the filth that caked his body, headed off into town. He finally worked up the courage to confess his love to Fluttershy, and he wasn't going to let this rare moment of courage pass him by. He stopped by the shop and picked up some flowers for her. He didn't know what kind of flowers she liked, but one couldn't go wrong with a bouquet of roses; a classic.

After shelling out the bits, Big Mac took the bouquet to Fluttershy's house. On his way there, his anxiety began to set in again. What if she said no? Would she even be interested in a draft horse like him? She was very delicate compared to him, what if he accidentally hurt her while they-

"Nope." he said to himself, shaking his head. "Bad thoughts." He stepped forward and tapped on Fluttershy's front door with his hoof. It took her a minute to answer the door. When she did, Big Mac immediately noticed that something was different about her. The color in her mane, eyes and fur, the colors of strawberry milk and bananas, respectively, were faded, and she had an expression like she was in a blissful, dreamlike state.

"Howdy, Fluttershy." he said.

"Oh, hello, Big Mac." Fluttershy said in her same soft spoken voice. "Come on inside." she stepped to the side to allow him entry.

"Are you okay?" he asked her, ducking his head below the low archway.

"I'm perfectly fine. Yup, never better!"

"Are you sure? Your mane and fur are all faded."

"It looks fine to me." Fluttershy responded, examining herself.

"Never mind. Ah must be tired from the farm work." Big Mac grabbed the bouquet of roses from his back and offered them to her. "Here. Ah brought you some flowers."

"Oh, thank you." Fluttershy took them and set them down on the kitchen table on the other end of the room. After taking a bite from one of the roses, she returned to Big Mac.

"Ya know, ah really like you, Fluttershy." he said. "Ah... wanted to ask you out on a date... i-if you want, that is. I wouldn't be upset if you said no."

"A date?" Fluttershy asked. Big Mac nodded his head.

"Ah really like you, Fluttershy, and ah want to be with you."

"Oh, well, I really like you, too, Bic Mac." she said, nuzzling her head against his. "But I already have a boyfriend."

"Oh, y-you do?"

"Yes. He's new to Ponyville. He says his name is Cere'Qul. I should introduce you some time."

"O-okay." Big Mac lowered his head slightly in disappointment, his ears folded back against his head.

"He should be back anytime now, if you want to meet him." she offered.

"No, that'll be alright." he said. "Ah should be goin' anyways. Gotta go... fix some... apples."

"Okay. Bye bye." Fluttershy leaned forward and gave him a quick peck on the cheek before seeing him out. Big Mac turned his head away after that to hide his blush. He probably could have gone without that. His heartbreak was quickly steeled away. He already figured that he didn't have a shot with her, but nothing could prepare you for rejection. At least there was still Cheerilee. Things were a little awkward between them after the love poison incident, but hopefully enough time had passed since then that they could try and rekindle their love. Unfortunately, he didn't have any more bits for roses immediately on him, and it would have felt very awkward and rude to ask Fluttershy for the roses back. Besides, he didn't want to face rejection twice in one day, so he just left Fluttershy's house and went immediately for home.

* * *

Rainbow Dash and Applejack continued going for another hour. Both of them came more times than they could count, which wasn't saying much considering their corrupted states prevented them from counting any higher than one hoof. Their orgasmic bliss had long since spread throughout their bodies, leaving them in a numb state that echoed their many orgasms.

"I... don't know how much longer I can go!" Rainbow Dash panted. She and Applejack were on their backs, still their legs intertwined and their plots, swollen and pink from repeated abuse, pressed together.

"Me... neither!" Applejack replied. "But I wanna go again!"

"Me too!"

"How about you hold off on that?" a voice asked behind them. The two girls looked over at the entrance to the barn and saw Cere'Qul standing at the entrance to the barn. He came alone; after discussing his plans with the Diamond Dogs, he left Zecora with them so she could oversee the construction of their home. This also served to make sure he'd always know where she was. He wasn't bound to lose her any time soon.

"Who are you?" Applejack asked.

"He's..." Rainbow Dash's voice trailed off as she suddenly remembered what he did to her a few hours ago. Her eyes and mouth twitched and twisted into a snarl. "You... son of a bitch!"

She flipped backwards out from between Applejack's legs and kicked off the opposite wall, taking flight to attack Cere'Qul. The larger stallion simply stood his ground.

"Knock it off." he commanded calmly, right before her hooves struck him in the face. She stopped on a dime in midair.

"Down, girl." he added, and Rainbow Dash fell to the ground, kneeling submissively before him.

"Y-ye-e-s, Ma-a-aster." she said hesitantly, staring up at him with large puppy dog eyes. "I'm so-o-orry."

"Show me that you're sorry." Cere'Qul ordered. Between his legs, his enormous cocks erected, and he stepped forward so they dangled right in front of Rainbow Dash's face. Without questioning him or hesitating, she leaned in and closed her lips around the flared head of his shaft.

"Rainbow Dash, what are you doing?!" Applejack exclaimed lethargically. She snapped out of her blissful state momentarily to comprehend her best friend suddenly throating this mountain of a horse's dick. The way she just dropped to his feet after being so hostile upon seeing him and casually sucking him off, it was very unnatural of her.

"Don't be jealous. There is plenty of me to go around." Cere'Qul said. Applejack's gaze drifted over his thick meaty cock. For some reason, she had an irresistible urge to suck it alongside Rainbow Dash.

"Nnhh..." she grunted. She knew there was something wrong with her and she was trying her damndest to fight against the evil impulses, but seemingly against her will, she approached Cere'Qul and began servicing his other dick next to Rainbow Dash.

Cere'Qul sputtered and moaned as the corrupted mares sucked on his dicks. Their tongues prodded and drew circles around his meatus. Because of their scrawny sizes, his members were not going to fit well into their mouths past the heads unless he forced it, and he wasn't going to do that unless he needed to punish them like he did to Rainbow Dash earlier.

"Mmnn, it's so tasty." Applejack moaned as she lapped up the precum that oozed out of the tip. The smell and taste of a burning orchard was not supposed to be a pleasant flavor to her, being an orchard farmer, but something made her like it more than she should have.

"Do you want to feel it inside you?" Cere'Qul asked.

"Yes! I want this big healthy sausage of a dick inside me!" Applejack swooned.

"I don't really like to take in big dicks, but I think I'll make an exception for this one!" Rainbow Dash added.

"Alright, then, lay down on top of each other." Cere'Qul instructed. "I'll take you both at the same time." The girls complied, drawing back to pop the dicks out of their mouths. They laid down on the ground, with Rainbow Dash on top of Applejack. Their breasts mashed together; Applejack's were still small, but they were slowly and subtly growing by the minute due to the corrupting precum that she swallowed.

With the girls in position, Cere'Qul guided both his dicks towards their swollen, abused, pink pussies. Even though they made themselves nice and loose down there from their tribbing marathon, he was still a bit too big to simply ram his rod forward and embed himself in their tight pussies. He used his powers to manipulate their love canals and slowly and gently make them wider to accommodate his size. To both girls, this sensation was nothing less than pure ecstasy. They squealed and tightened their grips around each other, attempting to brace through the turbulent pleasure they felt. There was no noticeable change to their womanhoods, but when he put the tips of his cocks against them, they spread apart practically on their own.

"Ah!" they both exclaimed as the shafts slid into their pussies. They fit smoothly around Cere'Qul like their vaginal muscles were tailor made to accommodate him.

"It's so big!" Rainbow Dash gasped, her wings outstretched and stiff. Cere'Qul's legs flanked her head.

"Bigger is always better!" Applejack said cheerfully, wiggling her hips to better settle herself onto the beaver cleaver. Rainbow Dash could feel every vein, ridge and bump on the shaft as it bottomed out inside her. Her heart fluttered when it pressed against her cervix. The flared head spread out the deeper end of her uterus, making her feel even more full as a result.

Cere'Qul started pumping into them. Even though he was holding back considerably so as to not injure them, Applejack and Rainbow Dash still slid back and forth half their body length across the floor. The two girls shared a deep, intimate kiss as they rode the blissful wave coursing through their bodies. The force of each thrust carried through their bodies, striking against their sensitive, intimate core with each push forward. The many veins and ridges brushed against their G-spot, draining them of any energy they thought they had.

"This feels... so incredible!" Applejack moaned, trying to push against Cere'Qul from her position. "I'm gettin' tingly all over again! I love it!"

"I don't know how much more I can handle!" Rainbow Dash panted. The pit of her stomach was churning from the enormous shaft invading her womanhood, but while she felt like she was going to be ill, her crotch was tingling, same as Applejack. Rainbow Dash was going to cum again, despite the many orgasms she already had earlier. At this rate, she was going to go insane from the bliss surging through her body.

Both ponies moaned into each others' mouth as they came again. Their tongues swirled in circles, stabbing and writhing against one another in an attempt to overpower the other.

"Yes... worship my cock!" Cere'Qul's voice rumbled from his throat. His mane flared up again, slowly turning to the color of a bonfire. "Give birth to many foals! Become part of my herd!"

Cere'Qul was so preoccupied with his lust alongside Applejack and Rainbow Dash that none of them were aware of the fourth presence among them. Twilight Sparkle approached the barn, hearing the sounds of lust as she approached the farm. At first she thought someone was in trouble, and she picked up the pace, making good use of her Alicorn wings to close the distance. She froze when she saw the carnal scene unfolding inside the barn. A stallion she never saw before was rutting with two of her best friends. The size of the stranger equestrian was unlike any she ever saw before, larger than Princess Celestia. There was something... very unsettling about him, too. Twilight couldn't put her hoof on it, but he emanated this very foreboding, sinister aura.

Cere'Qul lurched forward and let out a groan so loud and primal it almost sounded like a roar. Rainbow Dash and Applejack both let out blissful cries as their pussies were flooded with a torrent of hot spooge. The volume was so great it gushed out of them like a broken levi, spilling out all over the ground and soaking the ponies' outsides along with their insides.

"What... the hell?!" Twilight gasped. At the sound of her voice, Cere'Qul turned around with the front half of his body and craned his neck around to face her. His eyes were shining like molten iron.

"Ahhh, another mare for my herd!" he growled lustfully.

"What?!" Twilight exclaimed. "I'm not going to be part of your he-AAUHH!" Through magic unfamiliar to her, Twilight was grabbed by Cere'Qul and dragged towards him. With magic as she understood it, there were usually telltale signs of magic at work, mostly revealed through a sparkling aura around the manipulated object, and she would have noticed this, as she was the target. This was a different kind of magic. She tried to fight against it with her own powers and physically flailing, but unless she knew exactly what kind of force she was fighting against, it was a futile effort, and quickly proved to be so.

"Let go of me!" she commanded, though Cere'Qul simply ignored her. He was more intrigued by her wings and horn. Up until now, the ponies that he spied around Ponyville either had one or the other or neither, but not both. This unique form was also a bit bigger than most of the other ponies he's seen walking around, but she was still too scrawny for him to get really wild. That being said, there was something about her that he found alluring. Cere'Qul could just tell that aside from the wings and horn, she was more unique a pony from the other ones. Immediately he knew he had to have her as part of his herd. Well, his ultimate goal was to have every mare as a part of his herd, but she was put up much higher on the list of priorities.

As he continued to rut Applejack and Rainbow Dash, Cere'Qul prepared Twilight for her turn. He spread her legs far apart with her lower body facing towards him so he could get unrestricted access to her purple plot. It didn't look to be as tight as Rainbow Dash or Applejack before his alterations, but he doubted that Twilight would be able to take his cock. At least at the moment. Hell, maybe he didn't even need to use his powers. Maybe all she needed was to get warmed up.

"Get away from there!" Twilight shouted angrily, continuing to struggle against the unknown force that bound her in place. Cere'Qul lowered his muzzle to her crotch and probed the entrance with his hot, slimy tongue. Twilight's fight was brought to an abrupt end as the tongue slipped past her pussy lips and into her love canal. She threw her head back and gasped loudly. The thick, malleable muscle spread her very far apart as it dug into her body. She was no stranger to sex, especially when Princess Celestia was in one of her moods. Never, though, was she ever tongue fucked to this degree. She did own a few raunchy books that described ponies getting violated by tentacles, and it made her curious and very eager to try it out herself, if only the magic to do so wasn't so dangerous.

Cere'Qul dug his tongue even deeper into Twilight as he continued to rut Rainbow Dash and Applejack. She had such a magnificent flavor, it was hard to resist just using her as his own personal trough. For the moment, though, that was her role. His tongue lashed repeatedly against Twilight's cervix. His lips closed down around her labia and created a tight seal so he could assault her with a combination of suction and tongue fucking.

"Haaah! That's amazing!" Twilight gasped. Despite the fact that this was technically rape, his tongue was quickly driving her to orgasm. Cere'Qul also sucked hard on her labia, which further intensified the sensations coursing through her body. What she didn't know was alongside eating her out, Cere'Qul also focused his corrupting influence on her, the same thing that turned Fluttershy, Pinkie Pie and now Rainbow Dash and Applejack into his own personal cock sleeves.

His tongue breached Twilight's cervix and spread it far apart as he licked into the core of her body. This was more than enough to send her over the edge. Twilight made a gurgling cry, followed by a string of babbling. The pleasure was so intense, she nearly blacked out from it. Her limbs thrashed around, trying in some way to pull herself away from the tongue violating her womb.

'This isn't right...' Cere'Qul thought to himself. He could sense the corruption he put into Twilight's body quickly dispersing; she wasn't being corrupted at all! This must have been part of what attracted him to her. Something out there could resist his corruption, and he needed to find out how that was happening.

"What the hell's goin' on here?" a male voice asked behind them. Cere'Qul rolled his eyes in frustration. How many more times was he going to be bothered today? He removed his tongue from Twilight and turned around once again to see a rather large draft horse at the barn entrance, staring daggers into Cere'Qul.

"Big Mac, hel-" Twilight was about to say before Cere'Qul stuffed her mouth with a ball gag he materialized.

"Leave us, gelding. This doesn't concern you." he ordered.

"Ah've never seen you around here before." Big Mac said. "You must be Cere'Qul, huh?"

"Word of me gets around." he dropped Twilight in a nearby haystack and removed himself from Applejack and Rainbow Dash, who were both soaked to the bone with his jizz.

"Fluttershy said she loved you." Big Mac said. "Is that true, or are you just leadin' her around by the nose while you have your way with every pony in Ponyville? I'm warnin' you, if you dare hurt her-"

"You'll what, thrash me?"

Cere'Qul's mane flared a brighter red, and he felt some presence, familiar like an old set of clothes, but at the same time very foreign to him, at least until it slipped over his consciousness. He was overcome with a sense of arrogance, his ego suddenly aware of all that he had that made him infinitely superior to all the mayflies around him, and at the moment, his superiority was most apparent in comparison to the miserable draft horse, possibly gelding, that dared to stand in his presence and challenge him. He reared back his head in laughter.

"You dare to give me orders!?" he exclaimed. "ME! I am a fucking GOD. Created by the embodiment of chaos Himself to rule over this world!"

'Chaos?' Twilight thought to herself as she tried to recover from her mind shattering orgasms and stumble to her hooves. 'Discord? So this is who he was so worried about. This is bad.'

"And what are you, draft horse? From what god spat you out? You have no powers or special abilities! Just your four hooves to flail at me with."

"And that's all ah need to take you down." Big Mac replied calmly. Cere'Qul smirked.

"You know what? I like your moxie. Even Ursa Majors would crap themselves at the mere sight of me back in the day. So before I remove whatever masculinity you have left, I'll let you take one free shot at me."

"Big mistake." Big Mac said before charging. Despite the twenty foot gap between them, he closed it in less than a second. Cere'Qul's eyes widened and he took a step back.

'Crap, he's fast!' he thought just as Big Mac struck him across the snout. Several more strikes were made in his side, stomach, flank, head, chest, and side again, so fast that if it wasn't for the pain, he wouldn't have ever seen these extra hits. The combined force from all the hits made him fly back, crashing through the back wall of the barn and through the orchards behind it.

'This is not happening again!' he thought. As he found his footing and came to a stop, Cere'Qul forged a stone sword from the ground, same as he did when he fought Discord. The God of Chaos could block it, sure, but there's no way in hell an Earth Pony could do the same!

Big Mac appeared in the distance, locked onto Cere'Qul like a cruise missile and approaching him faster than any pony should be able to, across the water's surface without immersing himself in the lake beyond his hooves. Cere'Qul swung the enormous sword in a wide arc at him once he was within range. Big Mac brought up his hoof to deflect the attack, then swung his other hoof around and struck the flat of the blade with enough strength to shatter it outright, the disenchanted fragments fanning out and away from them like grapeshot. Cere'Qul recoiled in surprise. How the hell did he do that!?

Cere'Qul quickly formed another stone sword from the ground, along with several wooden ones from the trees around them, and stabbed wildly at Big Mac. The supposedly mundane stallion was like an illusion. Every time Cere'Qul thought his strikes found purchase, Big Mac moved just enough that he was barely grazed by the blades.

Big Mac took the offensive, punching through a blade meant to deflect his counterattack to clock Cere'Qul square in the jaw again. It left him open to attack, though, and with another swing, Cere'Qul struck him across his side with the flat end of another stone sword. Both horses were launched in opposite directions. Cere'Qul's massive form smashed through several trees, and Big Mac was sent tumbling hoof over head, winded and aching on his side, but otherwise uninjured.

Cere'Qul lept into the air from the wreckage of trees where he came to a stop and landed several meters in front of Big Mac, who was just getting to his hooves.

"I AM A GOD OF CHAOS!" he roared. "What are you compared to me!? A farmhand! A maggot who writhes in the dirt!"

He charged at Big Mac, this time catching the draft horse off guard. Using his powers, he lifted the entire layer of dirt Big Mac was standing on and flipped it over. He then punched through the layer at him, breaking through it with one punch and striking the pony in the face. Lunging through the debris, he grasped at Big Mac and tossed him upwards, then assaulted him with a series of punches. Big Mac couldn't fly like the winged ponies. Cere'Qul had the absolute advantage in the air. He continued to knock Big Mac higher and higher, almost lost in his bloodlust.

Suddenly, Big Mac either gained a second wind or found an opening in Cere'Qul's assault. He grabbed the demon pony by the back of his mane and pulled hard.

"Hey hey HEY! OW!" Cere'Qul yelped as he and Big Mac started spiraling in the air. As gravity began to take effect, Big Mac pulled Cere'Qul down into a spiral. The ground came at them alarmingly fast, and Cere'Qul was going to land head first.

"No no no no NO NO!" His protests were muffled by the explosion of ground as they made impact, creating a crater several meters in diameter. The shockwave uprooted the nearby trees. Big Mac lept out of the crater to admire his handiwork. Cere'Qul was planted up to his shoulders in the ground. That orbital drop would have destroyed any normal pony, but this one was obviously not normal. He struggled against the ground, trying to pull himself out. He uprooted more dirt once he finally freed his head, and looked up just in time to see Big Mac remove the bulky yoke that he wore around his neck. He dropped it to his side, and it sunk into the ground with a dull thud. The ground trembled even where Cere'Qul stood.

"What, do the cuffs come off now?" Cere'Qul asked proudly, though in the back of his mind he thought, "Oh shit, how much does that thing weigh!?"

"The girls ain't anythin' to be used an' thrown away." Big Mac said calmly. "AH'm gonna give you to the count o' three to skedaddle outta Ponyville before ah REALLY lay down the hurt."

"You want to play hardball? Alright, then!" Cere'Qul ducked down and rolled his shoulders as his two extra heads sprouted out of his body. "leT'S dO tHiS!"

The two ponies charged at each other again. When their hooves clashed, they created an explosion of force that further scattered the dirt and trees around them. Big Mac was a lot faster without his yoke on, but in Cere'Qul's powered state, he was able to keep up with him. He didn't bother with his stone sword now; just good old fashioned hoofticuffs.

Of course, with the extra heads, Cere'Qul's increased size meant he also took more shots to the face, but they didn't completely disorient him like before. Big Mac took a few hits as well, but he was resilient. The fact that he didn't drop after the first hit was a testament to his endurance. It was at this moment Cere'Qul realized that this pony was a bit bigger than his peers. Of course he was nowhere near Cere'Qul's size, but he was definitely bulkier. Shame he would have to kill him.

Wait.

Cere'Qul tripped Big Mac and, with a whirling kick, punted him across the orchard. He immediately took pursuit to follow up his attack.

We can use this one.

He's no good to Us alive!

He is strong. He's proven that much. What if he became a broodmare for Us?

How would We do this?

Ancient magic. We used it when We needed more mares to make Our army. It's been long time since We've had to use it.

Cere'Qul began to lay an unholy beatdown on Big Mac. The draft horse tried to retaliate, but the world was spinning too fast for him to counterpunch neither accurately nor reliably.

Why make him a mare? We have no shortage of mares.

Think about it. He can match Us in strength. What would his offspring be like?

Good idea. Make it happen.

Big Mac tumbled back and slumped to the ground. Cere'Qul stood over him ominously. Both of them were aching all over from all the hits they exchanged, but by the look in Big Mac's eyes, he was not done fighting. However, with Cere'Qul this close, he had him dead to rights and at his mercy. He wouldn't be able to move without retaliation.

Cere'Qul kicked Big Mac, punting him across the orchards some distance, but he didn't follow up the assault like last time. Big Mac tumbled across the dirt and caught his hoofing. That was a big mistake on Cere'Qul's part, and he lunged at him again. Instead of striking back, Cere'Qul went into his mist form. Big Mac simply passed through him, then stumbled forward on the other side and wheeled around to attack again. Cere'Qul took physical form again and stared at Big Mac.

"NICe aSs." he said, grinning widely. To say that Big Mac was taken back by the remark is an understatement. He tried to think of something to say, but was simply dumbfounded.

"I... you... keep yer head in the fight!" he snapped, and blinked in bewilderment. Something about his voice didn't sound right. In fact, his whole body felt very different all of a sudden. He looked down at his hooves and noticed immediately that they were remarkably slender. He then craned his neck around to look at the rest of his body. It, too, was thinner and more... feminine looking!

"What the devil did you do to me!?" she exclaimed.

"I jUsT gaVE yOu a mORe... sUiTaBle bODy!" he said.

"Turn me back now!" Big Mac demanded. She moved to strike at Cere'Qul, but the larger stallion swayed to the side, evading her attack. As she dashed past him, he swiped her side, brushing his hoof lightly against her skin. Big Mac stumbled again. This beast was now too fast and crafty for her to hit.

Suddenly, Big Mac started to feel a peculiar burning sensation in her loins, the same kind of feeling she got when she had an erection, but the area the burning originated from was far, FAR too small. She didn't even have to look between her legs to confirm that she lost her penis.

"i tHinK I lIke yoU thIs waY." Cere'Qul taunted. He turned into his mist form and rushed through her. She felt like she received a full body punch and was blown back a few feet. Cere'Qul rematerialized a few feet behind her. The heat in her crotch intensified, and she felt like something was weighing down her stomach.

"I bEt It itCHeS, hUh?" Cere'Qul's three heads whispered into her ear, leaning down over her. "I gOt jUsT tHe thInG tO scRatCH iT!"

"Sh-shut up!" Big Mac groaned. Subversive thoughts were swimming in her head. She didn't want to call them evil, but they certainly were disruptive. She never thought about cocks before aside from her own, and definitely not sucking on them and taking them in her now various holes. Cere'Qul raised a single hoof and, ever so gently, tapped it on Big Mac's nose, completing her transformation.

Big Mac collapsed to her knees. The unsettled dirt beneath her grew moist with her pussy juices, which dripped down from her swollen plot. She eyed Cere'Qul longingly. She was suddenly aware of the smell of a brushfire that surrounded the unholy beast. It was an addicting smell that made her hot under the collar.

"I-I want you." Big Mac said sweetly. Cere'Qul grinned dominantly and stepped to the side to expose his swelling members to the newly created mare. She eyed them longingly.

"YOu huRT mE eaRlIEr." Cere'Qul said. "WhY DOn't yOu kiSS it and mAKe It feEl bETter?"

Big Mac nodded her head and ducked underneath his massive body to nip and lick at his dicks. She moved her head back and forth, licking along the entire length, before she ducked her head even lower and took him into her mouth. It was a bit awkward trying to throat the one cock with the second batting her in the cheek and forehead. Because she was larger than the other ponies Cere'Qul corrupted, he was able to actually throat the full length, and she did due to her lust.

"OahgHUH! iT'S beEN sO long sINce aNYonE cOUld tAke mY fuLL leNGth!" Cere'Qul moaned. Big Mac bobbed her head back and forth, taking more and more of his length with each push down. She kept going until her muzzle pressed against Cere'Qul's abdomen. His enormous balls pressed against her lower lips, and she got daring. Opening her mouth wider, Big Mac took his balls into her mouth, rolling her tongue along the bottom and sucking on the entire shaft.

"oOHHh FUcK!" Cere'Qul exclaimed, his entire form shifting around restlessly above her. The burning sensation between Big Mac's legs intensified. She felt like she was going to cum at any moment. She wasn't even clopping, and her loins burned like she was snowballing the pleasure for the greater part of an hour. Cere'Qul's precum shot out of both cocks, oozing down her throat and drenching her face in his sticky honey. Her nostrils were filled with more of his scent. She could barely smell anything else as a result. Suddenly, from the sheer anticipation of getting to ride his cock, Big Mac came entirely without stimulation. Her hips rocked back and forth, air humping as she rode out the wave of pleasure.

"dID yOU jUst cUm wiTHoUt mE?" Cere'Qul asked. "yOU aRe cERtaINly a SluT!" He stepped back slowly, signaling to Big Mac to let go of him. She reluctantly removed his dick from her mouth.

"NoW, lAy dOWn oN yoUR baCK aNd gIve mE accEss tO youR puSSy!" he ordered. Big Mac complied, laying down on her back in the dirt, her legs spread far apart to reveal her red plot, which was oozing with her sweet juices. Her breasts were noticeably swollen from the corruption. They were almost like udders of a cow. She looked remarkably loose. Maybe it was due to her size, or maybe the transformation and corruption had an unforeseen effect. Cere'Qul knew just by looking at it, that he could fit his whole dick inside her, all the way down to the hilt. The bigger question was could she take both?

"Please don't make me wait for this." Big Mac begged.

"sLAvES dOn'T geT tO cOMmanD!" Cere'Qul said as he stood over her. "yOU wIlL taKE iT whEn i aM rEAdy!" To emphasize this, he prodded both his members against her loose twat, but he didn't immediately push in. Instead, he rolled his hips around, teasing her swollen labia with the flared tips. She whined and sputtered impatiently underneath him, but she didn't dare try to thrust up before he was ready. Then, unexpectedly, Cere'Qul thrust down hard, burying both his shafts inside her plot.

"AHAUAH!" Big Mac screamed. She didn't feel any pain at all, but rather pure unbridled bliss. She came again from the sudden sensation of not just getting plugged up for the first time, but also taking two cocks in the same virgin hole! It stretched her far apart enough it looked like it hurt, but her modified body managed to endure. Her mind, however, was quickly lost to the bliss.

Cere'Qul was not gentle with his poundings. He refused to let her take a moment to get accustomed to it, instead pistoning repeatedly into her hole. All three heads grit their teeth. Big Mac's contracting vaginal muscles tightened around him like a vice with every thrust forward. Even though she was able to take both cocks without breaking, it was still an incredibly tight fit.

Cere'Qul let out feral grunts as he picked up the pace. Big Mac's hips were raised with every thrust. Her swollen breasts jiggled back and forth. They felt quite soft against Cere'Qul's stomach. Once she was pregnant with his foals, they'd get even bigger, and they'd bear milk.

"gIve bIRth to maNY foALs!" Cere'Qul roared as he felt his orgasm building up in the pit of his loins. He thrust into Big Mac one last time before shooting his spunk into her pussy. Both cocks throbbed violently within her folds as they unleashed their spunk. Big Mac's womb swelled out from the enormous volume.

After he finished cumming, Cere'Qul drew his dicks out of Big Mac. His seed gushed out of her like a river. With the corruption he gave her, she should be incredibly fertile. The gestation period should cause her to give birth to the first litter within a few weeks.

Cere'Qul looked up to see Applejack and Rainbow Dash approaching them. They still had the dreamy-eyed stare in their eyes, drunk on their orgasmic hormones and his corruption. They ducked down between his legs and sucked on his now free and available dicks. However, instead of trying to take in more of his length, they just suckled on the tips. Their tongue drew circles around his meatus, and Cere'Qul could feel a suction in his urethra as the girls tried to drink in the dregs of his semen. Cere'Qul shivered and all three heads huffed at once. The girls were addicted to his cum. Even with the massive volume he shot out with every orgasm, it was going to be tough trying to keep up with the demand.

The massive cerequine pulled away from their mouths. His dicks were a bit sore after fucking repeatedly in such a short amount of time. He needed to rest. Fortunately, with his influence and Zecora's guidance, the first room of his castle should be done at the mines.

"Come." he ordered, picking up Big Mac and tossing her over his back and escorting Rainbow Dash and Applejack to their new home. That night, he would sleep surrounded by his herd for the first time in many millenia.