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"I'm sure you all are wondering why you're here today," Princess Celestia said, her powerful voice filled the room. All three quickly glanced at each other, as if asking each other the same question. A crisis was occurring in Ponyville and something had to be done. Celestia gathered these three special ponies to advise them of their mission. Each of them were specifically picked because of their large stature and incredible stamina. Rook was a unicorn from a foreign land named Kinaru . His coat and mane were a deep black with a hint of dark purple. His body had articulate teal streaks and his eyes and horn were mysteriously blood red. He also had tufts of hair on the backs of his legs, on his chest, on his back, and around his head. He was definitely the most noticeable one of the bunch. Syn was a brown furred pegasus with a cream mane and tail. He came from a city in the sky named Kizoku. He had a beautiful set of teal blue eyes. Finally, Brutus, the largest of the three, was a black pony who had a messy cream colored mane and tail and a pair of chocolate colored eyes. He came from the Everfree Forest. "You've been hoofpicked by Princess Twilight and I to perform a very serious mission. As you may or may not know, our town's population is steadily decreasing at an alarming rate and nopony is having newborns. If it continues at this rate, our town will be practically empty. We've brought you three here in the hopes that you will help us in our time of need. Your role will be very crucial. Princess Twilight, please, explain," Celestia said as she turned her head to her student who sat beside her. "Good evening, gentlecolts. In order to entice the cityfolk to create newborns, I have designed a collection of potions that are meant to make procreation more enjoyable. Your partners may take a potion, you may take a potion, or the both of you may take a potion. They can add, remove, or alter body parts. These modifications can of course be reverted back. You will be testing these potions to ensure they work properly and fulfil their purpose. If any issue arises, we will fix it immediately. Testing will occur every other day, to allow everypony to rest. You will be given rooms in the castle to stay at for the duration of the testing. Upon testing all the potions, you all will be compensated greatly for your work. There is also a second goal: get nearly all the mares pregnant. Should any of you cause a mare to become impregnated, it is not required of you to stay and nurse the foal. It would be greatly appreciated if you did so, and if you do, you will be given housing and a job if requested, but the choice is yours. Of course, all the mares that are in the test are aware of this. Any questions?" Twilight finished as she gazed down upon the three. The trio turned towards each other, thought for a moment, and almost in unison shook their heads. "Excellent!" Twilight exclaimed. "Thank you all. Your work will be greatly appreciated. Now, you will be shown your living quarters. We will begin the testing tomorrow at noon," Princess Celestia proclaimed. The guards then escorted them out of the room.

---

The next day, the three gathered again in the Princess' throne room. Celestia was sitting upon her throne, tall and bold. Twilight, like the day before, sat by her side, mimicking her superior. There was also another pony present, Princess Luna, her stature solid and powerful. The three ponies stood at attention and began to listen as Celestia cleared her throat. "Good afternoon everypony. I'm sure you're all very excited for today's testing. I just want to go over a few more things. The three of you will test simultaneously and, as per request of the mares, the testing will occur in their own homes. We will be observing as you and your partner perform. We will use invisibility spells so you won't see or hear us. This is to ensure both the safety of you and your partners. Are you all ready to begin?" "Yes," the three replied in unison.

"Then please, follow us," Celestia said, climbing down her throne, Luna and Twilight followed suit.

Rook, a couple guards, and Luna, who was carrying a small bag, made their approach to Rarity's boutique. Luna gave Rook a brief description of Rarity during their journey, so he somewhat knew of what he was getting into. As they made their way through the town, Rook took note of the many empty houses and stores. There were very few ponies milling about, most of them seemingly middle-aged but there were a couple of younger ones huddled in small groups. The ponies scattered around the town noticed the Princess almost instantaneously. Then, they all stared at Rook as he passed them by, some with a look of hope, others with indifference, and others in confusion. He couldn't help but feel his nerves begin to tense up. He wasn't used to this kind of attention. "Pay no mind to them, Rook," Luna muttered. He took her advice and stared straight ahead. It didn't take much longer until the boutique was in sight. The building was very tall and extravagant. It was almost like a mini royal castle, though much more feminine than a typical castle. It was sky blue, amethyst, and gold colored and had extraordinary detail. It was a very pretty and intricate building, no doubt. Luna stepped ahead and knocked on the door. "Coming!" A muffled voice announced. A few seconds later the door opened and a beautiful snow colored mare stood in the doorway. "Good afternoon, Rarity. It's time," Luna said. "Ah, yes, of course, right this way," Rarity replied as she flicked her tail. Luna stepped inside and Rook followed. The guards took their positions outside of the boutique. Inside, the boutique was very open and cluttered with objects. There were mannequins, racks of clothing, fabric on the floor, assortments of tools, mirrors, bows, and everything in between. It was an absolute mess, to say the least. "Sorry for the mess," Rarity apologized, "I was just working on an order." "That's quite alright," Luna said. "Rarity, this is Rook. He'll be one of the ponies helping us." Rarity looked up and down Rook's large, toned body. Although his appearance seemed otherworldly, she couldn't help but admire his authority. "It's a pleasure to meet you, Rook. You certainly are a handsome fellow," Rarity quipped as she batted her eyes up at him. "It's good to meet you too, Rarity. Luna has told me a little about you and, may I say, you are quite beautiful," Rook responded in a deep voice and grinned. Rarity delightfully giggled and blushed. "To the bedroom, yes?" Luna bluntly asked. "Ah, yes, right this way," Rarity said. They made their way to the stairs and climbed them. One wall had family portraits hanging along it. "Sweetie Bell is at school, right?" Luna wondered. "Yes, and she'll be staying for a club after school, so we have plenty of time!" Rarity happily said. Only a few more seconds passed before they made it to her bedroom and entered it. Unlike her living room area, her bedroom was very neat and tidy. There were various types of fabrics in labeled cubbies, the elegant and large bed was spotless, and there was a sweet smell in the air. Luna levitated two potions out of her bag. They were in small glass bottles. One was full of a thick blue liquid, the other filled with a clear liquid which looked very similar to water. "These are for you to consume, Rarity. First, take this blue one. I won't tell you what it does quite yet. I'm meant to just observe. Don't forget: the safeword is banana," she said giggling and levitating the potion towards Rarity. Rarity levitated the potion towards her and pulled the cork off with her teeth. She looked down and into the bottle, hesitating and slightly worried about what was to come. Though, she reasoned Luna was there to help if something went wrong. "Bottoms up!" Rarity declared, shutting her eyes tightly as she chugged the potion. It strangely tasted a little bit like milk. She swiftly drank it all and waited. She began to feel tingles all over her which eventually centered itself lower and lower down her body. She started to feel a little dizzy so she took a seat in the chair nearby and spread her legs, not caring about concealing herself anymore. She looked down at herself, her breathing becoming a little more intense. "Rarity, are you alright? How are you feeling?" Luna worriedly asked, Rook also displaying some concern as he stepped closer to her. "I feel...like there's hundreds of...tiny needles gently pricking me...on my...uhn, teets," she uttered in between breaths. Suddenly, her teats were beginning to grow, seemingly being filled with milk! Slowly they grew and grew with no end in sight. All the while Rarity was panting and shaking a little as her teets were transforming. They eventually stopped, however they were the size of melons; very large and cumbersome. All three ponies looked down at them in amazement. Rarity, almost unable to support the extra weight, decided to lay down on the floor as she caught her breath. Rook's horn glowed and a red light shimmered and surrounded Rarity. "Here, let's move you to the bed," he mumbled. He gently laid her on top of the neatly cleaned bed and Rarity looked at Rook. "Oh, Celestia," Rarity stammered, "my teets...why they're practically cow udders!" "Don't worry Rarity, remember, I can change you back to normal once we're through. How do you feel right now?" Luna asked as she took notes. "Well, I'm quite fine now," she replied with a deep breath, "but who in their right mind would want these?" "Oh, I'm sure somepony would," Rook snickered. "I suppose you're right," Rarity chuckled, "but, what now?" "Now," Luna began reading a scroll, "as Twilight instructs, 'Rarity must fellate Rook. Once he is fully erect, Rarity is to drink the entirety of the clear potion and continue her fellatio. However, she will have to give Rook a 'deepthroat'. In other words, she needs to fit the entirety of Rook's penis as far as possible in her mouth. Then, while his penis is still in her throat, she is to attempt to breathe. If she cannot, she should retract herself from said penis immediately so she can breathe again. If she can breathe, the potion is working and Rarity's goal is to fellate Rook to completion. If she obtains that goal, the potion is a success. Lastly, Rook's objective is to have Rarity ejaculate from solely stimulating her new, grown teets. I would prefer it if this was done first, if possible. If that potion failed, ignore that step. Please take detailed notes. From, Twilight. P.S. Don't forget to impregnate!" Luna finished as she rolled the paper up and stashed it into her bag which was now on the floor. She turned towards the two and said, "Now that the two of you know what is required, I will go invisible. I will still be here of course in the event things go awry. Remember: banana," she giggled as her horn glowed and she quickly vanished. "Well then, my dear Rook, let's get started," she whispered. She sat herself up against the headboard, her tits sagging below. Rook clambered onto the bed, his body shivering in anticipation. The whole bed shook and shuddered underneath him and his head nearly touched the canopy above him. Rarity knew Rook was quite large for a pony, but now she had some perspective! Rook moved his body down towards Rarity's boobs and couldn't help but stare at them the entire time. Rook had been waiting quite some time for this moment. The weeks of preparation, background checks, and travel finally began to pay off. He laid himself down on the bed, his face mere centimeters away from his target. "Please, be gentle," Rarity mewled. He gently licked one of her nipples in response. A devilish grin spread across his face. He continued to gently lick on each nipple. First the left one, then the right one, and he repeated this motion very slowly and methodically. Rarity squirmed and her breath came out in short gasps as Rook worked on her. He then planted his face into one boob and sucked on the protruding nipple. "Ahn!" Rarity cried out. Satisfied with the response, Rook pushed forward. He sucked very gently on one nipple while lightly brushing the other with his hoof. He moved back to the other nipple and decided to go a little further. He suddenly sucked hard and Rarity shook in surprise. "Oh, Rook!" she hollered. Rook felt something come out of her nipple. He pulled back and saw a white liquid excreting out. "Milk?" he asked himself. He hesitantly licked some up to taste it. It was definitely milk. He licked up what was remaining on her tit and then made it his goal to make milk come out the other nipple. In no time at all he managed to do so. Both boobs were now leaking milk and he attempted to drink as much of it as he could. Meanwhile Rarity was quaking and trembling as her soaked pussy grew warmer and warmer. "R-Rook, I think I'm going to...cum soon, darling," Rarity moaned. Rook kept at his pace knowing that she was putty in his hooves. However, he decided to change it up a little by gently biting the nipple he was focused on and rubbed his now wet hoof over her other nipple. Rarity couldn't take any more of the intense pleasure that had built up within her. She had to release, and in a matter of seconds, she did just that. She reached down and put her hooves on Rook's head and grunted loudly as she came. Once her orgasm had receded, she took deep, ragged breaths. Her tits squirted some milk out for the last time as she moved away from the headboard and laid on her back. Rook sat up and watched Rarity recover, smiling all the while. Finally, she recovered and looked up at Rook, her face still a slight pink. "That was marvelous, Rook," she breathed. "Just doing my duty, Rarity," he charmingly winked. He turned his head towards the clear potion that was sitting upon her nightstand and grabbed it with his magic. He let it drop onto the bed beside him. "Ready to continue?" he asked. She took a deep breath and looked up at him, eyes glistening, and nodded. "Then, here," he said passing the next potion to her. Without hesitation she gulped it down. The two stood still and stared at each other, waiting for something to happen. Several moments pass and nothing was happening. "Maybe the potion didn't work?" Rarity asked. "Only one way to find out," Rook stated as he sat Rarity up on the center of the bed using his magic. He positioned himself so his sheath was inches away from Rarity's face. She scooted closer, planted her face against his hefty balls, and took a good whiff of his scent. The scent alone made her horny again. She gently dragged her tongue across the surface of his scrotum and was able to elicit a stifled grunt from Rook. "Do you enjoy this, Rook?" Rarity questioned as she took a glance at his sheath and saw he was already stiffening up. "Never mind, I think I know the answer," she sighed. She now turned her attention towards his member which was steadily growing. She played with his massive balls with her one hoof and the other hoof was on the base of his still growing cock, slowly rubbing it up and down its length. 10 inches, 12 inches, 14 inches, and still it grew and didn't stop until it reached it's maximum length of 20 inches. Rarity admired the towering cock before her. "So large..." Rarity whispered to herself. She scooted herself backwards towards the head of his cock. She stared down the barrel of his cock then closed her eyes. She timidly licked the head, causing it to twitch. "I'm ready when you are, Rook," Rarity said as she kept her eyes closed and her mouth wide open. Rook began to move forward, inch by inch, and each inch inserted provided great pleasure. "So warm, uhn," Rook grunted and swiftly shoved the rest of himself down her throat. Rarity then successfully took a deep breath. "I take it it's working?" Rook asked. Rarity responded with a nod. Excellent, Rook thought to himself and slowly pulled out a little and then slammed it back in. Rarity drooled and slobbered all over the cock, the spit dripping off her chin and onto her body. Rook easily established a quick and steady rhythm, wasting no time. He has no need for foreplay at this point. Rarity started moaning on his cock only adding to his pleasure. He maintained this pace for a short time but then gradually increased in speed and roughness. Meanwhile, as Luna watched the two do their work, she was trying to ignore her hormones. She was getting quite moist down below and was very glad they couldn't see her. She had stopped taking notes and was just resisting the idea of masturbation. A part of her kind of did want to masturbate, but she knew that would be wrong. What if they heard her? She'll do it later, she reasoned, in privacy. Rook was relishing the feelings he was experiencing right now. His balls smacking against her chin with every thrust, warmth and wetness completely surrounding him, and the sounds Rarity was making were nothing short of amazing. He was going to cum soon, that all too familiar feeling in his groin being the biggest indicator of that. Faster and faster he thrusted into her throat, being driven almost mad with lust. "I'm gonna...cum...!" Rook managed to breathe out. Seconds later, he came. Several spurts of cum were now slithering down Rarity's throat and she accepted it happily. When he felt like he was almost done, he decided to pull out and he shot the rest of his load onto her face and tits. He nearly collapsed onto his haunches and took deep breaths. That was one of the best orgasms Rook ever had. With one eye open Rarity asked, "Did you get it in my hair?" "Not at all," Rook sighed. "Good boy," she giggled. She started playing with some of the cum on her tits, rubbing it into her fur with no care at all. She closed her eyes and enjoyed the afterglow. Rook laid himself down nearby Rarity and smiled. He hadn't felt this happy in a long time. Just then, Luna reappeared before the two, slightly blushing. "Good job you two," she said bluntly, "the potions were a success. Only one last thing remains." "Yes, yes, we know," Rarity replied quietly, causing Luna to disappear again. The two laid next to each other, their breathing and heartbeats synchronized, for another half an hour before finally getting themselves ready to go one last time. "That was wondrous, Rook," Rarity praised. "Agreed," Rook candidly stated, "but it's about to get better." Rook stood up and towered over Rarity. His cock was already beginning to harden again just at the thought of fucking Rarity. He looked down at her and she looked back up at him with the most beautiful smile and cum covered face he'd ever seen. Instantly, his cock sprang out from his sheath and was now fully prepared to indulge itself within Rarity's wet pussy. Rarity spit on it and jerked it a little bit so he wouldn't go in dry. "Stick it in me, Rook. Make me pregnant," Rarity cooed. At the sound of that phrase, he did not hesitate and started teasing Rarity's entrance with his stallionhood. She hummed in satisfaction and her eyes fluttered. "Rook," Rarity whined, "don't tease me!" Rook chuckled and replied, "Alright, I'm going in." He then pushed the head of his massive erection inside. The two shared a quick gasp of pleasure. He gradually embedded himself within her. She could feel every bump and vein he had rubbing against her inner walls. Rook lowered himself on top of her so he could fit more of himself inside. He continued to inject his tool into her until their bodies lightly smacked against each others. Oh, this is heavenly, he's all the way in...! Rarity thought. "Ready?" Rook asked. "Yes, dear," Rarity responded in a hushed tone. He began to smoothly thrust in and out of her and his body twitched in both the feeling of bliss and the thrill of the event occurring. He was having sex with one of the most beautiful and immaculate mares he'd ever seen. To add to that, she was probably going to have his foals. Yet all he knew of her was her name and occupation. Though that mattered not at all to him at the moment. His pace quickened and the grunts, gasps, and moans filled the room. The bed rumbled beneath the lovers and each thrust caused the bed to squeak, much like Rarity's voice. Her voice had raised a few octaves as Rook pounded away at her now hot, sticky pussy. Rarity's natural lubrication had been transferred to Rook's crotch, now causing each thrust to be followed by a lewd sounding smack. Rook kept going faster and faster, harder and harder, and was, in a way, going primal on her. He was still being civil, of course, but nonetheless he was giving her the time of her life. He lightly growled every so often from the overwhelming senses that were consuming him whole. He wasn't going to last much longer. He eventually kept a very fast yet consistent pace, both of their orgasms nearing the edge. "Rarity, I'm...going to c-cum!" Rook growled. "Oh, yes! Me too...hng, Rook!" Rarity somehow managed to stammer out despite her whole body beginning to tense up. A few seconds later, Rook came inside Rarity with great force and Rarity came in response. Rook stayed completely hilted inside Rarity for the entirety of his orgasm and yet there was so much cum some of it was spilling out. Despite this, Rarity's stomach bulged slightly from the immense amount of cum being stored in her. After what felt like many minutes, Rook slowly pulled his semi-flaccid cock out and cum gushed out with him. Rarity sighed happily and whispered as she looked down at the cum puddle beneath her, "I'm going to have foals." Rook rolled onto his back to catch his breath. "Yeah," he simply breathed out. Luna faded in, her face slightly red. "Congradulations. We should report back to the castle," Luna said bluntly. "Can we please wait a little while? I want to savor this moment," Rarity said, her voice lovely and wispy. Luna simply nodded, and packed her notes away in her bag and put it on herself. She sat down, waited patiently, and watched as the two lovers came close together. Rook made sure to clean the cum off of Rarity using his magic before they started to cuddle and relax. "Rarity?" Rook whispered. "Yes, Rook?" Rarity whispered back. "I'd like to get to know you more sometime, seeing as how you may now be having my foals. Perhaps we go get some tea tomorrow?" "Y-yes, that would be splendid!" The two smiled at each other and Rarity curled body into Rook's. They stayed this way for about half an hour in total silence. Luna was looking over her notes when Rarity and Rook finally stood up from the bed and told Luna they were ready to go. When Rook walked towards the door, he noticed a wet spot on the ground where Luna was. He was behind Luna and he looked at her. Luna turned her head back to look at Rook, ensuring he was behind her. Luna flicked her tail to the side unknowingly, her soaked pussy now on display. Rook's eyes were now trained on her back end. They climbed down the stairs, went out the door of the boutique, and began making their way to the castle. The sun was very low in the sky and there was a slight breeze in the air. The sky was very pretty, but Rook didn't notice because he couldn't stop staring at her pussy. He kept thinking of other things so he would avoid having another erection in public. Rarity eventually noticed him doing this and used her magic to pull Luna's tail back down. It was only then that Luna finally took notice that for the whole walk she was showing her heated vagina and she blushed heavily. Sweetie Bell was coming home from school when she saw Rook and Rarity walking together with Luna and many guards. She ran up to them and innocently asked in a cute, excited voice to Rook, "Are you my new uncle?"