Equestria Desire

Chapter 2

Contributor: DragonPony022

-Three Months Later-

Naruto chuckled as a sparrow landed on his nose while he sat in Fluttershy's living room. For the last few months he had been spending time with various ponies around Ponyville and for the most part he has been enjoying himself.

All the ponies were incredibly nice and, after a brief bit of being nervous around him, they welcomed him with open, well, hooves and in return he helped them as after a bit of training he had finally gotten his shadow clones back.

It had taken a while but after some training in Ms. Cake's basement he got his chakra back in line to use jutsu again to at least the level of shadow clones, walking on water, and the Rasengan. Thankfully the clones only seemed to get more durable in this world as he tested them out and it took a moderate pummeling to make them dispel which made them great for helping around. He guessed it was due to the nature energy he could feel absorbing into him naturally, giving all of his clones extra durability.

The clones mainly allowed him to help out more around town, from Applejack's farm, Rarity's boutique, to even a few other businesses that were on the list Mayor Mare had given him. Most of the time though he personally helped out with either Ms. Cake, Applejack, or Rarity.

Right now though he was having a get together with Fluttershy that was a rather normal occurrence since with her cutie mark had to deal with her ability with animals. She often liked to write down stuff about him that she found out or noticed.

Honestly he was impressed how devoted to animals she was and how smart she was about various animals.

"So Naruto how is your ability to control your size?" Fluttershy asked before giggling as various birds started to sit down and get comfy on his tails.

"Pretty good I've been able to go as small as a colt after visiting the school and I can even go my full size inside houses" Naruto said as he grew up from his pony sized form up to his normal size before shrinking back down once his head got too close to the ceiling.

"And how good is your control over your tails?" she asked before she eeped as a tail not being taken by birds moved over to pet her head which she leaned into a bit before blushing once he moved his tail away.

"They are still like sets of extra arms. Very useful for jobs around town and they can support a lot of weight so they definitely come in handy" he said as Fluttershy nodded before coughing into her hoof.

"How well is your progress on regaining control of your magic?" Fluttershy asked before she leapt up with a loud squeak as a clone startled her, making her pout before it dispelled.

"It's going good, same as usual" he said as he picked her up out of the air and pulled her down onto his lap and made her face him as he was sitting with his legs crossed before he pet her head as she continued to pout. "I'm sorry for scaring you but I can't help it since you're pretty adorable when you get scared" he said before he started to scratch behind her ears, quickly making her pout dissolve and a smile replace it.

He didn't quite know when it started like this but recently he found himself holding Fluttershy like this whenever they were alone as a part of him felt at peace with her in his arms. Maybe had something to do with her cutie mark skill but he still wasn't sure.

"Though you always are cute like this" he mumbled as Fluttershy smiled and nuzzled against his chest as he rested his head on top of hers with a smile. He frowned a bit though as he buried his nose in her hair, quickly finding himself annoyed as he started to feel a weird gnawing feeling in his chest.

For the last month or so he had started to feel it more and while it somewhat lessened when he was close like this but it never fully went away and being close only helped for so long before it became worse.

Fluttershy's blush only grew as Naruto, unaware of what his hands were doing, started to pet her back. She tried to look up at him to try and maybe get him to notice until she had to hold in an eep as she felt his hands press against the space in between her wings which quickly got her wings to jut out.

Naruto continued to pet her wings, still in a daze as she quivered in his arms and let out cute eeps from his hands while she buried her face further in his chest which didn't help his daze and neither did her panting. It started to get worse and worse as she continued to let out more eeps and even started to pant into his chest, her scent being more powerful to him. He frowned a bit as he found him burying his face in the top of her head, his breath now tickling her ears and making them twitch.

He honestly would have continued but as Fluttershy looked up at him, still panting with glossy eyes, it was like dousing his body in cold water, allowing him to quickly set her down and quickly move himself back a bit.

"I-I'm sorry there Fluttershy. I-I didn't know your wings were sensitive like that" he said, grateful for his orange fur as if not for it he felt his blush would be visible.

Fluttershy blushed a bit as she waved it off with her hoof with a smile. "It's okay, honestly. You still are learning about ponies" Fluttershy said as she noticed a small white rabbit tapping her on the leg with an angry look on its face.

"Oh I'm sorry Angel you probably want some lunch" Fluttershy said before various birds started to fly around her. "Yes, yes I'll get to you all, don't worry" Fluttershy said as she extended her wings for them to land on while Angel frowned and hoped in between her hind legs and grabbed her tail.

"Wait Angel what are you doing?" Fluttershy asked worriedly before Angel started to pull her long tail around. The small rabbit was fast as it started looping her tail around and crisscrossing her legs before tying the end of it around her ankle and poking her ankle causing her to topple over.

"Angel! Sweetie please untie me" Fluttershy begged before she rolled over onto her back and started to wiggle in an attempt to get free.

Naruto froze as he watched the sight before him, which definitely wasn't helping his situation as with Fluttershy's tail up and her on her back everything was in clear view.

It hadn't taken long after he moved into town for him to visit the library to learn certain things about the species living around him. This of course meant their biology as he found himself looking straight at Fluttershy's.

His cheeks felt on fire as he stared at her 'marehood' which looked relatively like the human version only the area around it to be a darker shade than the rest of her coat. From how little open it was he figured she was a virgin while a pink nub poked out at the top of it making him wonder if him holding and touching her actually had an effect on her. Though that thought quickly flew out his mind as with the sight before him not much actually thinking was going on.

The other part of the view that was putting him in a daze was what could only be described as her breasts, which in this world were called teats, which were oddly located between a mare's back legs and often hidden by their tail like their marehood would normally be as well.

Hers, from what he embarrassingly read under the henge of a random colt disguise he put together, were rather large for pegasi. He couldn't really go off cup size since mares didn't wear bras but hers were at least more than a handful for his 'pony sized' form when normally they were rather flat due to pegasi needing to be aerodynamic to fly.

He also learned that earth ponies were rather large while unicorns were somewhere in the middle. But still that only made Fluttershy's even more stunning since, from the few he had seen flashes of from earth ponies, hers were still the biggest he had seen so far.

They were the same color as her coat and tipped with perky pink nipples that poked out as her breasts were squeezed between her legs due to how she was tied up.

Honestly he didn't know how long he had been staring at her exposed parts but he found himself quickly snapped out of it once the animals around him quickly started acting weird. The ones he knew were males all seemed to back away from him and acted oddly submissive while the females all somewhat scooted closer started to present themselves to him which made him quickly aware that something was up.

It was then he really noticed how hard he had been breathing and actually had been creeping closer towards Fluttershy. He quickly shook his head as he tried to calm himself down, knowing the animals were telling him basically that his pheromones were flaring.

This had all mainly started acting up after the first real month he had spent in Ponyville. He figured, as embarrassing as it was at the time, that his new animalistic body was reacting to all the mares around him.

He quickly found out around then that he could smell them and their rather amazing scents, to his new body, with his powerful nose and when around them too much it quickly sent him into a somewhat animalistic haze.

Though before he ever did anything he always found some way to clear his head with this being the closest he ever got to doing anything...although he never has been able to get fully rid of it and instead mainly suppresses it. Which only so far has made it continuously pile on whenever it came back up, making each 'flare up' more and more difficult for him to control himself during.

"I-I got to go, I'llseeyoulaterbye!" Naruto said in a rush before he bolted out of Fluttershy's house as fast as he could to get himself away from her and her scent for now.

As Naruto rushed out Fluttershy's eyes widened and her face grew beet read as she stopped struggling and just realized what position she was in and what was visible in front of her male friend. Angel, somewhat sensing her shock and embarrassment, decided to untie her, which allowed the pegasus to quickly shoot off and bury herself under one of her living room's comforters.

"Oh my gosh, oh my gosh, oh my gosh! I can't believe he saw….all of that! I can't leave my house now!" Fluttershy whimpered out as she buried her face in a pillow while the animals around her tried her best to console her, hoping she wasn't serious about it.

Angel though frowned as he sat on the nearby table as he only did that to try and help his friend get the male he knew she liked. Hell all the animals knew she had a crush on the fox but they all knew Fluttershy wouldn't make a move. She did have 'shy' in her name after all.

Though maybe he went too far this time.

Naruto quickly ran his way through Ponyville, easily able to weave himself through crowds by shrinking himself, hoping to make it back to his room in the basement of the Sugarcube Corner as fast as possible as the smell of their sweets often helped mask the smell of mares and offer him some faint relief.

Thankfully though, as he quickly entered the shop, there were no customers. Though being here didn't mean he was safe either as sometimes being here was the worst for him but right now home was better than nothing.

"Whoa there pal where's the rush?" Pinkie asked as she jumped out from behind the counter and quickly captured him in a hug, causing him to go on his hind legs to catch her, as she wrapped her arms around his neck and buried her face in the crook of his neck. "I missed you while you at Fluttershy's, did you miss me as well?" Pinkie asked as she talked into the crook of his neck with a smile evident in her voice.

He frowned as he wrapped his arms carefully around her torso, daring not to go further down despite the urge to given Pinkie's rather, plump backside. He also could only nod in response to her question, not really trusting his voice not to sound like a growl.

What really was making it difficult for him to stay calm was the fact, due to still being in his 'pony size', Pinkie's breasts were pressed up against him while dangerously close to his crotch due to their size. Pinkie's were just barely smaller than Fluttershy's and, from what he could feel right now, incredibly soft.

It took everything in him not to get hard from the sensation or to not slide his hands down to grab her ass.

"Yay! You missed me!" she squealed as she nuzzled her face into his neck more before Naruto instinctively buried his face in the crook of her neck as well and inhaled only to smell chocolate more than anything.

"You smell really good" he somewhat growled out, slowly moving his nose and mouth up her neck until he got to her cheek before Pinkie smiled and pulled away slowly.

"Do I really?" she asked as Naruto nodded, still trying to keep calm as now her face was inches from his.

"Yeah you smell a lot like chocolate, more than normal. It smells really….delicious" he said as Pinkie's scent always smelled of sweets that only seemed to strengthen her mare scent but right now it was much more than normal.

He was a bit frozen as with their faces this close and with him in his haze he felt like he might lean too far forward and possibly kiss the mare in front of him. Something as simple as a kiss easily being enough to push him over the edge and possibly lose it. He was grateful, and a bit frustrated, as Pinkie pulled her head away to smell herself with a giggle.

"Oh," she said before she giggled "that's probably because I was covered in chocolate cake batter a bit ago. It was all over me, I tried to lick it all off but Ms. Cake made me take a bath" she said with a bit of a pout.

"That's...a waste of perfectly good chocolate" he growled out, cursing himself as he imagined the pink mare covered in chocolate.

Which definitely wasn't helping.

"I know right! I told her I wanted to eat it or save you some but she said no" she said with a pout before, much to Naruto's relief, she pulled her arms off from around him.

He was also very grateful to Ms. Cake for not allowing a chocolate covered Pinkie Pie to be his first sight as in this state it wouldn't have helped at all.

"So how did your thing with Fluttershy go?" Pinkie asked as she bounced around him, making him struggle not to stare as every time she fell down her tail would raise up and basically flash him.

Unlike Fluttershy the lips of her marehood were more full and not that much darker than the rest of her coat. That and she had a plumper ass compared to Fluttershy, which he could see jiggle with each bounce.

It was a rather amazing and mesmerizing sight but right now it was making things unbearable.

"Things were good, I'm pretty tired so I'm going to lay down" he said quickly as he tore his eyes away from her and quickly rushed down to his room in the basement, missing the pout on Pinkie's face as she stopped bouncing.

He quickly fell onto his bed, burying his face in his pillow as he desperately had to leave. The images of Pinkie bent over the counter of the shop, her plump flank covered in chocolate, that had started to play through his head were way too difficult to keep out of his head around the mare.

'Damn alluring mares...I really need to just stay away from them for the rest of today' he thought with a sigh. 'Today isn't my day' he added before he looked around his room.

The basement he lived in was rather large but also spacious given that he really didn't have anything yet. Right now the only thing in it was a bed big enough to fit his pony sized self - which was the natural size he took indoors - along with a desk and stool for him to use and finally a storage trunk that was empty.

All in all it was a pretty good room and very useful for evading the scents of mares as, being the basement there were no windows, most of the time any scent dissipated by the time it reached him other than Pinkie and Ms. Cake's diluted smells.

'Maybe a nap will help calm me down' he thought as he closed his eyes and wrapped his tails around him before he passed out from the stressful afternoon.

He though found himself woken up by the sound of someone calling for him from above him.

"Naruto dearie! Can you come and help me? Pinkie is off with evening deliveries and I really need the help" Ms. Cake called out as he sighed, still feeling on edge as the nap didn't help, before he crawled out of bed.

"Coming Ms. Cake!" he called out while making his way up the stairs only to freeze as he got into the kitchen in the back of the shop to see a view that definitely wasn't helping him.

Ms. Cake, as much as he was embarrassed by the fact he stared, had the plumpest flank he had seen so far in Ponyville to the point her tail did little to cover it up. He figured, never having grabbed it, that it was at least more than a handful with normal size which was saying a lot how in that size he measured up to Celestia.

From just looking at it he definitely knew it wasn't muscular or really toned and instead just pure soft and seemingly enjoyable fat. Especially by how it constantly jiggled with each step she took which made it that much harder not to stare.

It fit the rest of Ms. Cake as she was a bit heavier than most mares, which made sense given her job, but to him it really worked with her as he doubted she'd look better skinnier given she would lose not only her ass but probably some of the chub on her stomach. Personally it made her all the more appealing to him.

"I-I'm here, what do you need help with?" Naruto asked as he tore his eyes away from her ass that jiggled each time she pressed down on the dough to knead it.

"Can you whisk the icing over there for me? I really need it made and put into the fridge for tomorrow" she said with a smile as she pointed to the table behind her before he nodded and slowly walked over to it, his eyes having drifted right back to her rear once he sat down since it was basically right in front of him.

He absentmindedly stirred the icing as for the most part he was struggling between staring and doing his best to try to look anywhere but the jiggling flank in front of him.

So far staring was winning and he really didn't like it.

Right now he was hating the draw back to his new body and how it recently started to make him feel and act this way. This new animal body coming with animal desires made it really hard to control, as he was having troubles with right now since his eyes were still glued to Ms. Cake's smaller frame and plump ass.

"So the recipes you gave me, the mochi and dango, are a big hit with the ponies around town. Plus since my store is the only one that offers them it's been helping a lot with getting customers" Ms. Cake said with a smile as she looked over her shoulder to see Naruto whisking away at the icing.

"I'm glad it's helping and that I was actually able to remember the recipes" Naruto said, thankful he was able to tear his eyes away just before she fully turned her head as if he hadn't things would have gotten awkward.

"I've been meaning to ask how are you handling doing all these jobs around Ponyville? I know you use your magic to make duplicates of yourself but still I worry about you dearie and don't want you running yourself into the ground with your generosity" Ms. Cake said before chuckling as she held her hoof up to her chin.

"Though from what I hear around town you might have to worry about some single mares coming your way since many mares around have been saying what an eyeful you are. Mares really like how sweet, kind, helpful, and not to mention, exotic you are since in a small town like this it's charming to them" she added with a smile, chuckling at the groan she could hear behind her, unaware it was one of annoyance and not embarrassment.

Naruto right now honestly didn't need mares trying to put the moves on him since he was having troubles just being around mares in general right now.

"Thanks for worrying but I'm fine since my clones don't wear me down at all as I've been able to use them since I was a kid. And again I can make more to help out here if you want so you can relax more" he said before Ms. Cake gave him a rather adorable pout before putting one off her hooves on her hips, unintentionally making it jiggle even more as she turned around.

"I may be an old mare but I am still able to do my job. Plus you do so much for me already that I can't ask you to busy yourself like that, it is always sweet that you offer though" she said with a smile before she turned back to the dough and started to absentmindedly sway her hips which, with how much her flank was jiggling and swaying, was quickening his breaking point.

"Honestly you aren't an old mare, in fact you are quite the sexy and stunning mare" Naruto whispered in her ear as he had made his way towards her until he was right behind her, pressing himself right up against her rear.

-Lemon Start-

"That and this flank of yours" he said before Ms. Cake could only blush before she let out an eep as he felt his hands grab and squeeze her flank "is by far the most amazing one in town" he finished as he continued to grope and almost knead it like he would dough.

So far her ass was just as he expected it to be. It felt incredibly soft and his hands were just sinking into it as his hands explored the plump blue cheeks of hers. The sound of her squeaks was quickly pushing him along to continue as he wanted to hear more from her.

Ms. Cake was surprised and stunned as Naruto groped her flank, trying to speak and say anything to get him to stop as these sensations were becoming too much for her - since she had NEVER felt hands on her before, only knowing what hooves could do.

This was all much too powerful for her as she tried to say something quick only for her to bite her lip for a second as she didn't trust herself not to let out a moan.

But as it continued she knew she had to say something.

"N-Naruto, w-we c-can't d-do th-this" Ms. Cake quivered out, his hands affecting her too much before Naruto chuckled.

"Are you sure? You haven't exactly been trying to stop me" Naruto said in a much deeper voice than his normal one that made Ms. Cake shiver with a blush. She was in a bit of a daze from it before he surprised her by turning her head to look towards him and capture her lips in a kiss as he squeezed her flank with vigor.

This, as Ms. Cake quickly realized, was no normal kiss she had ever experienced as his tongue quickly invaded her mouth. She could only widen her eyes and moan as she felt his long tongue wrap around her tongue and roam around her mouth.

Naruto was thoroughly enjoying Ms. Cake's body as he continued to kiss her and play with her ass before he rose his hand up and brought it down to spank the plump rear. The sound of his hand slapping against her incredibly soft flesh was easily enough to get him to break the kiss with Ms. Cake.

As he continued to spank her rear, alternating between cheeks, he was mesmerized by how they rippled and jiggled each time. And the sound alone was enough to drive him further past the point of no return.

Honestly he couldn't believe just how good feeling her ass and kissing her felt. Her ass alone, the way it jiggled and felt, was worth everything and with each second he wanted to enjoy it more.

Ms. Cake panted in ecstasy as the kiss left her in a daze before she squeaked as she found herself quickly bent over the counter with Naruto's head near her flank. She didn't get any break as she bit her lip again to hold in a moan as he basically started to play with her cheeks.

Naruto was in a trance as he spread her cheeks apart and mashed them together, causing a satisfying slapping sound to be created. He had heard, from what the books on mating told him, that sex here was rather bland since there was no foreplay. It was literally just mating in an attempt to breed and right now he was determined to show Ms. Cake a whole new type.

"I really can't get over this sexy ass of yours. It feels like heaven and sounds like it to" he said as he spanked it again, causing her to squeak bury her face on the counter. "I mean every time I spread them apart your tight little asshole twitches and looks so cute" he whispered out as he moved her tail out of the way with one of his to reveal it twitching as it inviting him. He chuckled a bit more as he blew on it, not only making it tighten up but Ms. Cake let out a quick moan that she quickly tried to cover up.

"Oh my it almost seems like it wants some attention too" he said as he got close to it, making Ms. Cake shiver as she felt his hot breath against it.

"D-Don't i-it's d-dirty" Ms. Cake stuttered out as he chuckled and shook his head.

"Trust me it looks anything but dirty and I almost feel bad for not showing it love but it'll get its attention another time" Naruto said before he placed a soft kiss on the tightening hole that made Ms. Cake moan before her voice started to quiver as she felt his wet tongue lick it once.

"And it definitely isn't dirty as no part of you dirty at all my little Cup" Naruto said as he gave it one last lick, enjoying how her eyes seemed to roll back a bit.

Not wanting to waste any time Naruto smiled as he started to kiss up her body, starting with several kisses and some licks over her slightly reddened cheeks, before he kissed his way up her back and neck until he was nibbling on her ear.

"Your body is heaven to me my little Cup and I see you enjoy it as well" he whispered into her ear before she let out a startled moan as his hand slid down her back before it ran over her marehood. Naruto couldn't hide his smile as, from what he could feel on his fingers, it was starting to become very wet.

Ms. Cake couldn't help but feel so embarrassed and, much to her surprise, turned on as she knew she shouldn't like the feeling of him toying and playing with her body but she couldn't help it.

She knew she should have told him to stop long ago or even tried to stop him but after that kiss her body had basically given up on any kind of protest and everything after that solidified it.

"Tell me my little Cup, how good am I making you feel?" he asked as her eyes went wide as she felt two of his fingers spread the lips of her marehood open. "I bet this is all very new to you since no mare has ever experienced a pair hands before. Tell me how do they feel?" he asked as he moved his hand down, allowing for one finger to start to rub and lightly flick her clit.

"It's clear from how you are soaking my hand that it feels good but I need to hear it from those tasty lips of yours" he whispered as her eyes rolled back again as he squeezed her clit in between two fingers and rolled it between them a bit. "Oh my you are absolutely gushing aren't you and your knees are quivering. It must feel really good" he added as she jolted her head back as he started to give it a very light tug.

That little tug was enough to break Ms. Cake's silence as a very loud and quivering moan was let out by the blushing bakery owner. She just couldn't hold her moans in any longer as this all was so new to her.

This wasn't any kind of mating she was familiar with as normally stallions just got on, thrusted, and finished. All of this though was like he was worshipping her body and devoted to make her feel pleasure she had never felt before.

And deep down she loved it.

Naruto smiled as the moan was amazing to his ears as he kissed on her neck and pulled away from her clit which caused a whine to escape Ms. Cake's lips. "Oh don't worry my little Cup, now because you finally let out some noise the real treat begins" he said as he slowly slid his middle and ring finger into her marehood which made Ms. Cake gasp and softly moan at.

"Holy cow, aren't you just sopping wet down there. I can even hear how wet you are from up here" he whispered as Ms. Cake felt her face heat up even more as even she could hear the noise of his fingered pumping in and out of her marehood.

"N-Naruto! O-Oh Faust~!" Ms. Cake moaned out as she stretched her front hooves straight out as her back legs spread apart, in one part from the pleasure and the other to try and make things easier for him.

"Oh Faust! Talk to me more you stud! Tell me how naughty I am!" she whined out as she had given up trying to be quiet and wanted more. She knew she was being dirty right now as she was being pleased in this new exotic ways, in her own kitchen, and being bent over her counter on her product all the while she was moaning and screaming from it all.

And to be honest she didn't care and this was even newer to her. She was surprised how she was acting as she didn't know she could be like this but with everything she was feeling it didn't matter.

Right now she was given the opportunity to feel something amazing and she could only fight it for so long before she embraced it. And boy was she going to embrace it.

"Finally given in and ready to admit to being the naughty filly you are? Your body has been more truthful than you so far" he said as he was happy he had 'broken' her into getting into it before he picked up the speed of his fingers.

He wanted to make her cum, not only to see how loud she could get but see just how wet she would get as well since so far she was absolutely sopping. "Don't be quiet my little Cup, let your sounds out like the naughty filly you are" he said before he used his other hand to spank her ass, making her let out a loud moan.

"Yes! Spank my flank! I've been such a naughty filly!" Ms. Cake moaned out as she stuck her ass out further, wiggling it for him to spank while also grinding against his hand.

Naruto smiled as he sped up his fingers, going deeper and harder into her while he continued to spank her ass which only made her moan louder. He was loving the sounds of her moans as he started to kiss and nibble on her neck and ear before she quickly turned her head towards him.

"I-I want another kiss like before, the one where you did that amazing stuff with your tongue. P-Please! I'm so close~" Ms. Cake moaned out before it was muffled by him quickly kissing her.

This time, as Ms. Cake felt his tongue enter her mouth, she decided to try and copy what he did before their tongues fought for dominance in each other's mouths and she quickly found it even better than before.

Naruto, as he enjoyed Ms. Cake's tongue in his mouth, quickly picked up the pace even more. He even started to go as far as making his fingers grow inside of her to reach further in, which quickly got a good response from her body as her marehood started to contract around his fingers.

Not wanting to miss this he broke the kiss and smiled as Ms. Cake's tongue was left hanging out while her eyes started to roll back and she started to pant faster and faster. "O-Oh! Oh! I-I-I'm cumming! Oh Faust I'm cumming!" she yelled with a loud moan before she started to basically scream as her marehood started to gush and squirt all over his hand and the floor below her.

He smiled as he helped prolong her orgasm a bit, causing her to whine and squirm as she squirted more and more until she laid limp on the counter.

Her mind was incredibly blank as the pleasure stuck around on her. She personally had never felt this before since, with how simple and fast mating tended to be, an orgasm was really only something mares felt from the best stallion lovers. So for her to feel this, from Naruto's hands alone, was amazing to her.

"H-Holy Faust. T-That was amazing" Ms. Cake said before she widened her eyes as Naruto quickly flipped her over onto her back which confused her as she looked up at him.

"Oh my naughty filly, don't think that was it. We aren't done nearly yet" he said as he grabbed her hind legs and spread them apart. A smile quickly grew on as he got his first look at her marehood.

The lips were darker than the rest of her coat, the lips puffy and open with her clit hard at the top from the orgasm she just felt which was still evident from how it continued to twitch while still leaking out juices. "Oh my, this just looks delicious" Naruto said as he slowly grew closer to it, enjoying the blush on Ms. Cake's face.

"W-Wait! I-I just came! I need to rest" she said before gasping as she felt his tongue trace up from the bottom of it to the top before he flicked her clit with his tongue. As the pleasure shot through her like a jolt of electricity she was surprised he actually was licking her as it was unheard of since doing this didn't help with the act of getting a mare pregnant.

And yet, as his tongue continued to like the lips of her marehood, that alone was making her pant and moan in pleasure.

"Oh my dear little Cup, I told you that we aren't done yet. Truly we are just getting started" he said with a chuckle as he pulled back a bit and smiled at her teats. Her nipples were a very light pink as their size was bigger than Pinkie's but smaller than Fluttershy's.

Not wanting to waste the opportunity he reached out and softly squeezed Ms. Cake's teats, making the mare moan. "My, these definitely feel soft, I wonder how they taste?" he teased as he leaned down and softly flicked one of her nipples with his tongue.

Ms. Cake let out a surprised moan as she knew teats were just for feeling foals and yet, when he had his hands on them and groped them, it felt amazing. As he circled his tongue around her nipples before capturing one in his mouth to suck on she could only arch her back which caused them to be pushed against his face more so.

"S-Stop~ Th-those are for foals" she moaned before he pulled away with a smirk, keeping his hands on them as he enjoyed how they felt while he groped them.

"Then why are you moaning you naughty and perverted filly? Does having me grab and suck on your teats turn you on?" he asked as Ms. Cake looked away and covered her face with her hooves before she nodded slowly.

"I-I'm a naughty filly...but please don't stop" she said as this all was so amazing to her and she wanted to experience more and more.

"That's a good filly, now just lay there and moan" he said as he continued to grope her teats before he moved his head back down to her still very wet marehood. "Now how about I get a better taste of this" he said as he leaned in and slid his tongue into her marehood lips.

He didn't waste any more time as the smell alone from being this close made him quickly bury his face in her marehood, sliding his tongue into her as he feverously started to eat her out. The utterly delicious taste paired with the fact he was drowning in her scent quickly made him black out a bit as his instincts came over him and made him focus on eating out the mare in front of him.

Ms. Cake felt like she was going insane as his tails draped her legs over his shoulders while his tongue went absolutely crazy inside her marehood. This was unheard of to her as no stallion would ever do something like this and she was absolutely loving it.

"Oh Faust! Deeper! Please go deeper! Your tongue is amazing!" she screamed out as she pushed herself against him with half lidded eyes. "Keep going! This is so good! I-I feel like I'm going to cum again!" she panted out as she had little time to rest from her first orgasm and was already feeling another build up in her.

Naruto quickly obliged as he felt Ms. Cake press her marehood against him more before making his tongue larger in her, which by the sound of her moan and the fact she was arching her back, showed it was working. "Cum for me my naughty filly, don't hold it back" he said as he paused for a second before diving back in and eat her out even more passionately while his hands focused on groping her teats and pinching her nipples.

Ms. Cake felt her mind going blank again as she felt it rising higher and higher from everything Naruto was doing to her. "Oh! Oh! Oh Faust! I-I-I'm going to cum again!" she screamed out before she felt Naruto grab her ass and use it to push her against him even closer which quickly sent her over the edge as she came for the second time tonight.

Naruto found the experience very interesting as Ms. Cake squirted on his face and somewhat in his mouth. The flavor and smell of it was intoxicating to him and the half conscious look on her face only made him want more.

"N-Naruto, th-that was amazing" Ms. Cake said with a somewhat drunk tone before she looked over to him only to widen his eyes as he stood up and spread her legs again and she saw something that made her nervous and wet at the same time.

There, right in between his legs, was his erect member. It looked different a stallion's but definitely looked very long and thick, enough so that it made her worry a bit. It all was a dark red color, the tip was more tapered to a point unlike a stallion and near the base there was an ever so slight roundness to it.

"N-Naruto dearie, I've cum twice. I-I really don't think I can handle a third" she said as her body was too exhausted to move but she tried to scoot back a bit only to find herself not going anywhere.

"My dear little Cup, this was always the final event so there is no backing out of it" he said as he brushed the tip of his member up and down her still soaked lips, making the mare shiver and let out a sound that was a mix between a whimper and a moan.

"See, you may be worried but your body wants it" Naruto said as he grinded it against her lips, making her quiver and moan, her eyes locked on it as it rubbed against her. "Now be a good filly and admit it" he added as she bit her lip and blushed.

"I….I want it" she muttered quietly before he pulled away making her widen her eyes. "Wait! I admit it! I want it!" she said, worried it might go away since as much as she was worried about it being too much for her the larger part wanted it so much that it outweighed her worry.

"There you go, that's my good little Cup now get ready because I am about to pound you until you are overflowing" Naruto said with a growl that honestly made her more wet before she felt the tip poke at her lips.

She could only let out a noise between a gasp and a moan as she felt his long and large member pierce her and collide with her deepest parts. "O-Oh Faust! I-It feels amazing~ I love your dick~! It's hitting my womb like crazy" she moaned out before she felt Naruto grab onto her ass and start thrusting in and out of her.

Naruto felt utterly amazing as Ms. Cake's marehood clamped around his member, it being so incredibly warm, soft, and wet inside. With each thrust he swore it clung to him as if to keep him from leaving and tightened up each time he bottomed out inside her.

"If I can reach your womb and I cum I might impregnate you. You'd love that wouldn't you?" Naruto growled out as he gripped onto her plump ass tightly to use it as leverage to let him thrust faster into her.

"N-No~ I can't" she whined out with a moan, which alongside with her pussy clamping down on him tightly, only made him want to even more as her body wanted it while she weakly protested about it.

"I know you want it as well, your pussy is clamping down on me so tight, like it wants me to stay inside and cum" he grunted out as he continued to thrust in her as she looked like she was about to say something back before he quickly flipped her back over and spanked her ass hard.

"I love that you are such a horny slutty mare but you can't lie like that. You want me to flood your womb with my hot cum don't you?" he asked as he continued to thrust, loving the way her ass jiggled with each thrust as well as the sound of it made each time he slammed into it.

"Admit it," he said as he pulled head back by her hair, that was currently a mess from all the sweating she was doing "admit that you want me to cum inside you. That you want to feel my baby batter turn in your stomach until you are carrying my children" he growled out as Ms. Cake moaned and smiled as she was in a daze.

"I want it~ I want it so badly! I want to feel it burn my insides~" she moaned out as she panted and quivered from the repeated assaults of his dick on her womb. Just the idea of him impregnating her was enough to bring her closer to an orgasm.

"You have the perfect body for it as only a mare that loves to be fucked from behind could ever have an ass this perfect for it" he grunted as he grabbed her hips and started to pull her back to meet his thrusts, causing her to let out a gasp as they were both sure he had entered her womb.

He didn't let up as he continued to thrust hard and fast pulling her back each time to meet him and every time a good portion of his tip entered her womb making her roll her eyes back and drool a bit.

"You are such a good chubby slut for letting me fuck you until you pass out! Aren't you my little chubby slut" he growled as Ms. Cake nodded dumbly.

"I-I'm a chubby slut that wants your dick! Please for the love of Faust give it to me~!" Ms. Cake moaned out as both the room was filled with the constant smacking sounds of his midsection hitting into her plump ass.

"Say it again! Call yourself my chubby slut!" he growled out, making her pussy clamp even tighter onto him.

"I'm your chubby slut! Please fill me up!" Ms. Cake moaned out as she loved the feeling of him dominating her, it made her feel like she was a young mare again. Though she knew no mare has ever felt this ever before and she was ecstatic that she was the first to feel it that she knew of.

She didn't even notice that Naruto flipped her back onto her back until he captured her in a kiss that she moaned into. She didn't mind being flipped over back and forth as long as he stayed inside her.

"Your whole body is just so sexy" he whispered huskily into her ear as she let out a moan as he groped her teats. "From these glorious soft and large teats, to your soft belly, plump and unbelievably soft ass, to your tight pussy is all too much as you can feel how my dick is reacting to it" he said as he squeezed her ass hard while continuing to pound his dick into her.

"I'm so happy your dick loves my body~! It's making me so close to cumming again~! I can't take it! It's too much!" she moaned out as he spanked her ass making her moan even louder.

"And just imagine if I had been able to plow your ass as well, I would have conquered two of your holes besides your pretty mouth. I guess I'll be satisfied painting one of them white" he growled out as Ms. Cake could only lie there and moan as he continued to thrust into her.

She could feel her consciousness slipping but she couldn't help but think how this male, who she had only known for a few months, was giving her the best sex of her life right here on the counter of her kitchen. The taboo and dirtiness of it all only worked to heighten her quickly arriving orgasm.

"I'm going to cum~! Please don't you dare stop!" she moaned out as she panted with half lidded eyes.

"I'm going to cum too! Take my seed and get pregnant! You are my mare! This body is made for my dick only!" he growled out, feeling his own orgasm rising and before Ms. Cake could agree with her new lover she was silenced by the pleasure of him picking up the speed and depth before slamming her ass against him.

She widened her eyes and let out a gasp as she came hard just as he started to send his hot cum into her womb. Her gasp became a whimpering moan as, to both of their surprise, the part of his dick that she had noticed to have a round bulge started to expand in her marehood.

As her orgasm tore through her causing her to let out a loud scream like moan, the pleasure increasing with wave after wave of cum she could feel filling her up and she continued to squirt. The fact that his dick had swelled in her and was keeping all the cum inside her only made the pleasure increase.

Plus the fact Naruto continued to hump her, pushing his dick slightly further into her, as he held her hips. That and how he even started to grab her ass right over her cutie mark made the pleasure soar even more as a mare's cutie mark was highly sensitive.

Her eyes were wide as her stomach started to bulge slightly from the amount of cum filling her which was a very difficult and amazing thing.

"No more, no more, I can't take anymore" Ms. Cake muttered as she saw her belly increase a bit more with tears from the powerful and slightly scary pleasure still tearing through her as she still was cumming from it all.

She was afraid, and slightly excited, if he continued she'd break from all the pleasure. 'I am pregnant now. I'm sure of it' she thought before she passed out from the orgasm, not caring that Naruto was still knotted inside of her.

Naruto groaned as his orgasm ran its course. The pleasure being amazing for him and helping clear his head halfway while he could still go on the fact that his partner passed out meant he couldn't.

His eyes widened at the tears on her face, instantly afraid he went too far before pulling out once his member allowed him to. He was a bit turned on to see all of his cum pour and leak out of her but it also made him feel that much guiltier.

-Lemon End-

He had taken advantage of such a nice mare that let him live with her.

'Let's get you to bed and clean up at least' Naruto thought with a frown as that was the least he could do after everything he had done to her. As he gently carried her up to the bathroom, having a clone quickly mop up and another to finish the dough and icing like intended, as he gently entered the shower with her.

The hot water had no effect on her as he felt a bit off washing her but he kind of had to to clean her up and wash himself of her scent that basically covered him due to how much of a squirter she was.

Thankfully it didn't take too long and after drying them both off, her more than him at the time, he was able to set her down in her bed.

"I-I'm sorry Ms. Cake, I understand if you hate me and if you can hear me and want me to move out or, I don't know, report me then go ahead" Naruto said before he left the room with a sigh.

Ms. Cake though, just as Naruto left, started to frown as she tossed and turned a bit. "I'm a slutty mare" she mumbled out repeatedly in her sleep with a frown as the burning heat inside her was gone.

Naruto didn't hear any of it as he had already made his way down to the shop only to somewhat panic as Pinkie hopped into the house.

"Oh hi Naruto! Feeling better?" Pinkie said with a happy smile that made Naruto frown a bit at.

"Yeah, um, Ms. Cake called for me to help with some icing as she kneaded some dough but she kind of had to lay down" he said as Pinkie frowned worriedly.

"Oh really? Is she okay?" Pinkie asked with a somewhat worried tone as Naruto nodded.

"Yeah I helped her get up to her bed and made her lay down while my clones finished things up" he added before rubbing the back of his neck. "And actually I'm going to head to bed really early tonight, my clones can still help if you need them" he added as he really just wanted to go down to his room and avoid them for a while.

"They should be able to handle it so no worries. I hope you feel better" Pinkie said as Naruto nodded and she watched Naruto head down to his room.

As Naruto laid down on his bed he couldn't help but frown as he buried his head under his pillow as he was so conflicted.

A part of him was glad he got some relief and release, as it cleared up his head quite a lot, but the larger part was upset because of how he got it. He had not only basically forced himself on Ms. Cake but also had been way too rough with her to the point she passed out to where the hot water of the shower hadn't stirred her.

He was afraid, afraid that he might have broken some of the bonds he had made in this town so far because he couldn't control himself. Ms. Cake, Pinkie, and who knows how many others would see him as some horny animal that forced himself on mares if they learned about what he had done.

'I...just need to stay away from mares until I find some way to control this new part of me' he thought with a sigh before he decided he'd figure it out more in the morning.

-A Week Later-

Naruto sighed as laid hidden in one of the many trees in Sweet Apple Acres, trying to avoid mares as best as he could while clones worked around town and so far...it was about the same as he had been.

It wasn't even just mares being close that got him hot under the collar as the same effect happened by just their lingering scents. It ended making dispelling his clones at the end of the day even worse for him from having all the reactions of all of his clones to various mares hit him all at once.

So far he was managing just barely by avoiding them as best he could with his real self, since reacting to it directly made things much worse, but even he knew he could only avoid them for so long.

He still felt terrible about what he did to Ms. Cake and honestly he was afraid to talk to her. She hadn't yelled at him or anything but every time she looked at him she only did so for a brief second before turning her eyes elsewhere. And honestly he didn't blame her for it considering what he had done to her.

So far he has tried everything he knew to help himself from meditation to training and even just exercise but absolutely nothing worked and he could only make up excuses to stay away from Ms. Cake for only so long.

Plus he needed to find some solution as even Sweet Apple Acres wasn't as safe as he thought it would considering the smell of apples overpowering everything should be helping. While it did help somewhat the sight of Applejack rinsing herself off with a hose definitely wasn't.

He tried not to stare but with everything else getting under his collar, so to speak, his eyes couldn't look away no matter how hard he was trying since Applejack looked amazing while wet.

Her coat looked amazing as it was matted against her body from the water, her hair and tail let out of their ponytails and both stuck to her body and dripping wet. It especially made her flank look amazing as her tail stuck to it and showed off her cheeks which, as he was looking intently at it for the first time, allowed him to see how she had blonde freckles scattered across her flank as well.

'Why is it every time I am trying to stay calm I see stuff this….amazing' he thought with a groan as he quickly tried to shake it out of his head, already noticing he was starting to pant a bit.

"What'cha doing?" a familiar voice spoke out before he felt a figure fall down onto his back and he looked back to see a very familiar pink pony smiling at him. This though thankfully allowed him to tear his eyes away from the dripping mare in front of the barn.

"P-Pinkie? How did you find me?" Naruto asked as the pink mare had appeared suddenly and seemingly out of nowhere.

"I just felt you might be hiding here since you've been running away a lot. I had to check a lot of trees though before I finally found you" Pinkie said as she wrapped her arms around his neck with a smile and hugged him tightly, pressing her body against his - teats and all.

"P-Pinkie can you not hug me so tight?" he asked as her teats being pressed against him was really not helping him at all.

"No! You've been avoiding me and everypony so much recently. What is wrong Naruto?" she asked as Naruto sighed and looked away from her.

"I'm sorry it's just...I'm trying to get control over something that is a bit dangerous" he said as Pinkie whined and set her head on top of his.

"You don't have to do it alone though. You should let somepony help you as there are ponies that care and will be willing to help you" Pinkie said as Naruto frowned a bit while as sweet as that sounded it didn't work too well with his problem.

"With my problem having others help might make things worse. Thank you for worrying though" he said as he patted her on the head, making the mare smile before she kissed the top of his head.

"Of course, you're my friend. I hope you can find help soon" she said before she gave him one last tight hug, which he swore he felt her grind against him for the briefest second before the pink mare leapt off him and disappeared.

He let out a slight sigh at Pinkie's sudden arrival and disappearance, chalking it up to one of the mysteries that makes Pinkie unique, as well as her advice. 'I honestly don't think there is anyone who can help. I mean any doctor would be unsure given how I'm the only fox here and I think I'm too unique for a vet to be of help' he thought as he frowned and looked up at the sky.

'And I doubt going to Celestia will do me any good since if she learned what I did she might banish me for taking advantage of Ms. Cake like that...but I'm reaching my wit's end' he continued before sighing and flinching as two clones dispelled after they finished their jobs - their lust crashing back into him as one had been flashed by a clumsy mare and the other was surrounded by mares.

'I can't handle this...maybe I do need help with someone to talk to' Naruto thought as he was honestly running out of options. 'Might as well go to where an open offer to talk is available' he added before he leapt off the tree he was on and quickly made his way back towards town.

-Town Hall-

Naruto was a bit worried about coming here honestly as he followed Mayor Mare's secretary towards her office. He didn't know if Mayor Mare would be able to help but she did tell him to come to her if he needed anything and honestly he had nowhere else to go in town besides her as with her being the mayor of the town she might know.

And if worst came to worst then he figured he could always just move out of town past where Fluttershy lived as he had already made trips into Everfree forest and the creatures inside it didn't bother him. Plus that way he wouldn't be a danger to the mares and possibly hurt them because of his lack of control.

"Oh Naruto! What do I owe this pleasure?" Mayor Mare asked with a smile before the secretary left them and she motioned for him to enter and sit down.

"Well...I kind of need help and I figured you might be the only one to help right now, besides Celestia. Although I feel like she's the more dangerous choice" he said as the mayor frowned and nodded.

"Please tell me what is bothering you so I can see if I can be of help" Mayor Mare said as she gave him a reassuring smile before he sighed.

"Well...I've been having troubles. You see my nose is strong, like crazy strong, and when I'm around mares I….smell them. At first it didn't bother me but now it is making me…" he tried to say before he buried his face in his hand. "I really didn't think it'd be this embarrassing to say" he said before Mayor Mare smiled softly at him.

"Don't be embarrassed. I might be an old mare but I like to think I am easy to talk to" she said as he cleared his throat with a frown.

"You aren't old looking at all. I mean you look so young with your amazing shade of silver hair" he said making the mayor blush and giggle.

"Oh my, aren't you the sweetest but I don't think you came here just to compliment me" she said before he groaned and covered his face.

"See! This is the problem I'm having. When I'm around mares and pick up on their scents it gets me...hot and bothered. I've tried to keep a level head but I still do stuff like flirting or worse" he said as he looked away from Mayor Mare, who was silent as she listened to him.

"About a week ago it got really bad. Like extra bad where everything was just making me worse and I….ended up forcing myself onto a mare. I mean I actually had sex with them to the point they….kind of passed out" he said, grateful that his fur was hiding his blush rather well before he was taken aback as Mayor Mare started to giggle.

"Oh my, you had me worried there for a moment Naruto, I thought you had murdered somepony with how serious you sounded" she said as Naruto frowned at her.

"But I forced myself on a mare" he said trying to stress the point as Mayor Mare nodded.

"Yes and that would be bad, if the mare actually reported it. You said it has been a week since then and my office hasn't gotten any report. And trust me, in a town heavily populated by mares we react fast to stuff like this, as heavily rare as it is" she said as Naruto frowned and looked down before Mayor Mare held her hoof out to get his attention. "But if you still feel bad about it I recommend talking to this mare. See how she feels about it after the fact. Though I doubt she will be too upset about it" she added before he nodded, a slight frown still on his face.

"But why are you acting so calm when I said I lost control? Shouldn't you be more worried?" he asked before Mayor Mare waved him off with her hoof.

"Honestly Celestia expected this situation to happen but not for a while longer" she said before frowning at his confused expression. "You see she figured, after reading over my copy of Fluttershy's notes on your biology, that you had some similarities to dragons in terms of how they are very sexually active when they are of age as they tend to release pheromones to attract partners and react to pheromones around them. Fluttershy mentioned how animals tend to act odd around you at times, the males acting submissive and the females presenting. So Celestia told me should there be a time you started showing signs to help you and to explain things like how sex is probably different to mares than you are used to" Mayor Mare said with a smile at made Naruto feel better that at least, as far as it seemed, Ms. Cake wasn't going to report him but it all depended on how it went when he talked with her.

"You see Naruto sex for some mares is probably different than you are used to. They mainly use it as a way to reproduce since birth rates have been declining recently. Plus added with the lack of stallions and the fact the number of sterile ones are going up makes it where most mares are much more open to quick sex to try for kids" she said as Naruto frowned as to him that sounded wrong.

"Really? So it's just get on and just do it quickly for kids?" he asked as Mayor Mare frowned and nodded. "That is ridiculous. Sex is supposed to be passionate and full of pleasure. It's a way to bond with your partner but also be fun. A guy really shouldn't just hop on and do a few pumps but instead do everything he can to please the mare until she is gushing like crazy….at least that's what I did with the mare I was with" he said, quickly finding himself embarrassed by how Mayor Mare was looking at him with a blush on her face before she cleared her throat into her hoof.

"W-Well some married couples do it for more but still not to the extent you mentioned from what I've heard among some gossipy mares. But still this system favors young mares since most stallions prefer to go after than then ones my age" she said with a sigh as Naruto scoffed and rolled his eyes.

"That's crazy. Mares like you are just as sexy, if not more so, than younger ones. I mean they are more mature and developed" he said as the mayor giggled with a smile.

"I am happy to hear somepony has eyes for mares like myself. Though I am quite curious why you think so as it is quite uncommon. What makes as a random example, an older mare like myself sexy to you?" she asked as she stood up and started to walk out from behind her desk.

"Well," Naruto said as he watched as the mayor started to walk around him with a sway to her hips "I would have to say your short mane as well as your figure first" he finished as she walked behind him, flicking her tail enough to give him the briefest flash of what was hidden underneath.

Mayor Mare couldn't hide her smirk as Naruto's eyes were locked onto her flank as she continued to walk around him. In all honesty she was absolutely loving the way he was looking at her as it was something she hadn't felt in years. Even back then it wasn't nearly as intense as Naruto was looking at her right now.

It made her shiver as he had such an intense, passionate, and wild look in his eyes as if he was about to pounce on her at any second.

And she absolutely loved it.

"Aw I'm so glad you like my mane since I don't get it styled. But I am even more curious what you mean about my figure" she said as she stopped in front of him, her flank closest to him before she swayed it slightly and turning around to give him a view of her full body.

"Well your flank is very lovely, it looks very soft yet firm" Naruto said as he started to pant softly as Mayor Mare smiled and turned back around to him a better view as she looked over her shoulder at it.

"Really? I always thought it looked too small? You don't think it's too small?" she asked as she shook it a bit before he shook his head.

-Lemon Start-

"It looks bubbly and lovely" he said as he reached forward, making Mayor Mare bite her lip as his hands grabbed it and one of his tails lifted up her tail to expose her marehood. Her lips were slightly parted, a darker color than the rest of her coat with a hard nub at the top of it hidden at the top of it. All that paired with the slight wetness to it made the scent dizzying to him.

"Your flank does feel very nice and soft and firm like I thought. A perfect handful with my smaller form" he whispered as he gave it a squeeze making her giggle.

"What about my marehood? Does it look good to you?" she asked as he nodded and used his thumbs to part her lips more, making her moan as he smiled. She couldn't help but pant a bit in excitement as she remembered what he said about how sex should make his partner feel and she wanted to experience it all.

"It feels so soft and looks very sexy" he said as she was looking back at him, biting her lip and letting out a soft whimpering moan as his thumbs opened and closed her marehood before running his thumbs over it.

This minimal attention was already a lot to her as the only thing to touch her marehood for the last several years was her own hoof and so far just his thumbs were feeling much better than that.

"And it's so wet, you must be a really naughty mare" he teased as she nodded excitedly.

"I'm very naughty, why don't you punish me bad colt" she purred out as he smiled and spread her lips again, making her giggle as she looked at him.

Naruto smiled as he inspected the Mayor's marehood, mainly to tease her as barely even let the tips of his thumbs enter her and from the whining she was doing it was definitely working. Her pussy was much different than Ms. Cake's, mainly since her lips were lips weren't as puffy, but as he looked at the top of it he noticed the main difference.

"What do we have here?" Naruto asked as he moved his head down and used one finger to softly trace his finger over Mayor's rather large, easily one to one and a half inch, clit which instantly made Mayor gasp and bite her lip. "See this is another part of you that makes you very sexy and incredibly fun to play and please" he whispered out as she blushed as she was rather embarrassed of that part of her.

"R-Really?" she asked as she had only really touched it herself due to how stallions, like she had told Naruto, were very quick in terms of sex.

"Of course. Here let me show you" he said as he looked her in the eyes, making her shiver from the passion in them, before he leaned closer to her marehood and started to lick it up and down.

Mayor couldn't hold in her moans as she shivered and gasped from how he was not only assaulting her clit with his tongue but his hands were groping and playing with her flank. She had never felt hands before now but she was in love with them for how they griped her flank and toyed with it. That, paired with the effects on her clit, made the older mare come to her fastest orgasm ever before she started to cum over his face.

This though didn't deter him as if anything he started to assault her even harder by sucking and nibbling on her clit, causing her legs to give in as she came. Her flank was left up in the air due to Naruto still holding it in his hands and her face was on the floor.

"Oh my, someone is awfully sensitive" he teased as he carefully picked her up and set her on her desk, laid on her back. "Can't have you passing out so soon Mayor, we have a lot to do" Naruto said as Mayor nodded with a smile.

"If what you have planned next is as amazing as that I can't wait. I never knew you could do those kinds of dirty things or how amazing they felt. If you did this with the mare you mentioned there is no way she'd be mad" Mayor said as Naruto smiled before the mayor noticed how she was laying down on her desk.

"Are we going to do the deed next?" she asked with excitement in her tone as he ran his hands down her hind legs.

"Wait and see my dear. Let me enjoy this body of yours, like these sexy little teats of yours" he said as he gave her nipples a soft pinch making her gasp and moan softly.

Her teats were smaller than Pinkie's and Ms. Cake's but they were still a nice size and tipped with two dark brown nipples. He smiled as he squeezed them before softly licked each nipple of hers, causing the silver haired mare to moan softly.

"I'm going to show you everything that you ponies neglect to do and what you have been missing out on" he whispered out with a growl, making Mayor shiver with a smile, before he lifted up her legs.

She felt herself get even wetter as he pinned her hind legs up towards her head with his tails before watching him lean back down between them. She felt like she was in heaven as his tongue worked its magic by licking over and into her marehood, even teasing and playing with her still sensitive clit.

Naruto though, much to her annoyance, stopped and pulled back just as she was starting to edge closer to an orgasm. "Can't have you cumming this early my dear Mayor as you see," Naruto said as he stood up and allowed Mayor to see his hardened member that stood at attention "this is where the main event starts" he growled out as Mayor was basically drooling a bit at the sight of what she knew would be impaling her very soon.

"O-Oh my, this energetic for an old mare like me?" Mayor Mare teased as she watching him line himself up with her, sharply inhaling a breath as she felt his tip graze against her lips.

"Oh stop with this old mare stuff, you are much more of a young beauty in my eyes my dear" Naruto said as he leaned forward, capturing the blushing Mayor's lips in a deep kiss as he started to rub his tip up and down her marehood lips. He made sure to go out of his way to stroke against her engorged clit which she responded to greatly from the feeling of his hot member press against her sensitive nub that, before now, only she had shown attention to.

Mayor was a bit taken aback by the kiss, having not expected it and definitely not in the intensity that Naruto was giving to her, but loved it as his tongue invaded her mouth. She could only let out moans into his mouth as his scorching hot member teased her marehood as if to say 'this will be mine and I intend to play with it fully'.

"And now," Naruto said as he broke the kiss with his hands on her flank "to mark my claim" he whispered out before pressing his tip against her moist opening of her marehood. He smiled as he thrusted hard into her, enjoying the moan and sharp gasp she let out from his member piercing her.

Her marehood, as he expected, felt different from Ms. Cake's but it was definitely just as satisfying to sheath himself in. Hers was much wetter which made it feel even softer when it clung onto him.

"How does it feel to have me in you, fucking you on top of your own desk like this while on your back showing me all your private areas?" he whispered out as Mayor smiled and looked up at him with half lidded eyes, her legs now placed over his shoulders to let her feel not so bound up. He was definitely enjoying the somewhat dumb look on her face as he could tell just thrusting into her was enjoy to bring her close to an orgasm, the clearest sign being how her legs were starting to twitch.

"I-It feels so amazing~ I haven't been filled up like this in years and yours feels so much better than the few I've had" she purred out as she bit her lip and let out a whimper as she felt him give a quick thrust in and out of her. "Oh Faust it's hitting so many spots" she said in a dreamy tone while Naruto smiled.

"I aim to please and trust me, I intend to" Naruto said in a growl that made Mayor feel giddy inside before Naruto gripped her flank and started to thrust in and out of the silver haired mare in front of him.

Mayor, unlike Ms. Cake was at first, was very vocal as she moaned and panted with each thrust into her. "Faust! I-I'm cumming already you stallion~!" she screamed out as Naruto smirked, already liking how sensitive this mare was and how easy it was to send her over the edge.

"Cum for me, I'll just keep fucking you as you cum" he whispered out in her ear, his husky tone paired with a quick squeeze of her clit with two fingers was more than enough to send her over the edge.

Mayor Mare, for the first time in her adult life, felt a powerful orgasm tear through her that - much to her embarrassment - reduced her to a squirting mess. She didn't know she was actually a squirter, as even the orgasms she experienced with her own hoof weren't anywhere this powerful.

She was a bit embarrassed by the amount of liquid she could feel herself squirting onto Naruto and most likely her desk. Though her embarrassment was quickly erased by pleasure as he was still thrusting his dick in her, having picked up speed and force that was prolonging her orgasm that was making her stick her tongue with a slightly dumb look on her face.

Naruto smiled as he softly turned her onto her side, his member still inside her, before he lifted up one of her legs. "Don't pass out on me just yet cause I want to make sure you feel every moment of it" he said as he started to thrust again into her, making Mayor let out a quivering moan.

"Oh Faust you are hitting spots in me I never thought were possibly" Mayor moaned out as with every thrust into her she felt his member hit places that were honestly making her see stars. "You really know how to show a mare a good time" she teased out before gasping as his hand squeezed her clit again.

"This is just the beginning, we still have much more to go before we finish" he whispered as Mayor's eyes widened as she looked down to see the bulge in her stomach from his dick start to grow bigger.

"N-Naruto, oh Faust it's too big sweetie" she whimpered as while she might like being stuffed there was a limit to it.

"I'm sorry I kind of got too excited" he said with a slight frown as he rubbed the back of his head before Mayor giggled and rubbed his hand that was on her flank.

"It's alright sweetie but how about you finish what you started?" Mayor purred out as she wiggled her hips, causing his dick to stir around inside her.

"That was always the plan" he said before he started thrusting hard into her again, making her moan with a smile as she was loving the feeling of it moving inside her.

"Oh sweetie your dick is the perfect size for me~" she moaned out as she continued to roll her hips as best as she could under all the pleasure to ensure it continued to stir her up more and more.

"And your pussy feels perfect around it like it was made for my dick" he whispered back in her ear, making her shiver and drool a bit more, before he reached down and rolled her clit in between his fingers.

Mayor had honestly lost count of the times she had cum, from his dick and his constant attention on her clit, and she was absolutely loving it. It was so rare for a mare to have an orgasm, let alone several like Naruto had given her and much rarer that it took this long for a mare's partner to finish.

"S-S-Sweetie, I-I can't take much more. I-I swear I'm about to pass out from cumming so much" she whined out as she wanted more but knew her body was at its limit.

"I'm getting close too but I still want to have one last bit of fun and try something out" he whispered in her ear before he surprised her by picking her up, his member still deep inside of her, and sitting down on her chair with her positioned on top of him.

Mayor bit her lip as she felt his member slide a bit deeper inside of her due to her sitting on top of him and her weight pulling her down.

"I want you to ride me" he said with a smile as he ran his hands over her flank.

"Ride you? What does that mean?" Mayor asked as Naruto remembered mares only really did it in one style so this was very new to her.

"Here, like this" he said as he slowly lifted her up off his member, ignoring her whines before he pushed her back down once his tip was the last part still in her. "You go up and down, bouncing on my dick. This way it goes even deeper in you" he added as he rubbed her stomach over the outline his dick was causing.

She blushed a bit but didn't waste much time before she started to move herself up and down, moaning as each time she fell down his dick poked its way into her womb. Slowly, once she got the hang of it, she started to pick up the speed a lot more while Naruto's hands groped and played with her flank.

"You look so sexy right now Mayor, your hair a mess and your collar undone as you ride and bounce on my dick. I can't wait to fill you to the brim" he growled out as he gripped her flank harder, making her quickly ride faster. He enjoyed the position he was in as he kissed on her neck, liking the sight of the mayor's glistening body riding on top of him.

"Oh Faust I'm so close! I want it so badly~!" she moaned out as she moved down on his dick only to let out a startled gasp as he thrusted up to meet her, causing his dick to spear itself into her womb.

Naruto could feel himself getting closer and closer to cumming as Mayor continued to ride him with him thrusting up to meet her descent each time and continuously piercing her womb to the point it was open and accepting to his dick's head. "Mayor, you look so beautiful as you ride my dick. I swear you look as beautiful as Celestia right now" he whispered as Mayor Mare blushed dark before speeding up.

She was a bit stunned by his words but overjoyed by them as honestly, she thought her prime had passed. She thought she wouldn't be able to find a stallion to be with or even experience something this amazing, with somepony like Naruto no less.

His words meant the world to her as she quickly launched her mouth towards his, catching it and trying her best to copy the kind of kiss Naruto showed her. Her hips were going fast as she could make them go as she was doing a mix of riding him and what felt like humping him. His hands though were travelling all over her body, groping and squeezing every inch of her toned flank while continuing to push her down and thrust up at her to add more force to it all.

Naruto was fully enjoying Mayor's body as, unlike his first time, he was more in control and didn't have anything nagging at him to say how bad it was that he was taking advantage of her like Ms. Cake. It fully allowed him to enjoy the experience and pleasure of having sex with a mare. He could fuck her, fill her up, and not feel guilty afterwards so he was making sure to go as full out as he could go with Mayor.

And Mayor definitely felt his passion as her body felt like it was on fire from everything she was feeling. She honestly loved it as she could feel the strongest orgasm of the night build up inside her. "Oh Faust Naruto, I'm so close~ Please paint my insides white~" Mayor purred out as she panted into his ear which set Naruto off.

Mayor could only let out a loud screaming moan as she felt him jackhammer her down onto his dick, his hands gripping her flank hard. She widened her eyes in shock as she felt two of his fingers slide into her asshole which caused her pussy to clamp down on him tightly.

Mayor let out her loudest moan of the session as Naruto grunted loudly while the two of them came together. Mayor didn't even care as she squirted all over his chest and crotch as she felt something swell inside her and scorching hot liquid start to fill her up.

She could only watch in a mix of shock and ecstasy as she watched her stomach start to inflate from all the cum she could feel filling her up inside. "A-A-Amazing, y-you really are filling me up. Y-You were fantastic dear" Mayor stuttered out in an utterly tired tone as he body spasmed softly after each spurt of cum he added inside her. She was surprised why none of it was leaking out considering how much he was pouring into her but figured it had to do something with his cock swelling inside her instead of shrinking down like stallions did when they were done. She really liked the new feeling as she loved that his hot cum was still inside her and keeping her belly warm.

Naruto could only nod as he rested his head on top of Mayor's head as she laid on his chest, He panted a bit as his orgasm finally ended, Mayor's belly still inflated as his knot kept it all inside her. He did frown a bit as he noticed two of his fingers were inside the ass of the sleeping mare on his chest before he slowly pulled them out, only getting a small grunt from her before she stirred in her sleep a bit.

"...Water" Mayor sleepily grunted out as Naruto figured she had to be a bit dehydrated from how much she squirted before he used his tails to grab a water bottle from a nearby mini fridge, open it, and help the tired mayor on his lap drink it down.

He wasn't quite sure when but sometime after he found himself joining Mayor in her sleep as having a mare cuddle up to him in the afterglow of sex was very relaxing.

-Lemon End-

Unknown to either of them, as they slept, Mayor's secretary poked her head in as she had heard everything as with only being room away it was impossible not to. Especially considering how loud her boss had been.

The secretary blushed a bit as she was hit in the face by the smell of sex and the heat of the room. 'She is so lucky she pays me well and that working here isn't a bother. Guess I'll have to clear her schedule' she thought as she blushed a bit, curious as to how good it actually felt to be with Naruto considering how much her boss moaned and screamed.

She was a bit confused about how her boss seemed to be on Naruto's lap, never having heard of that being a mating style but figured she'd get an answer from her boss later as she closed the door.

Naruto was the first to wake up, figuring by how the sun was setting that they had been asleep for a few hours. He couldn't help but smile as he noticed Mayor Mare still asleep on his chest, a smile on her face as she nuzzled up to him.

Being careful as she slept he gently kissed her forehead and neck while his hands stroked her back, making sure to wake her up as gently and sweetly as possible. "Did you have a good nap there?" he teased as she smiled up at him.

"You're still here" she said softly with a smile as he pet her head.

"Of course I'd still be here. There is no way I'd just up and leave like that while you sleep after what we just did together" he said as Mayor smiled happily, touched by his words and that he wasn't just focused on sex like some stallions were.

"Can I get another one of those special kisses? I really enjoyed those" Mayor said as he smiled and leaned forward to capture her lips in a French kiss.

Once it ended she smiled and nuzzled back against his chest with a smile as she enjoyed the sound of the heartbeat she fell asleep to and he enjoyed how warm and soft she was in his arms. He quickly found his hands quickly back on her flank as honestly he really liked the feel of it.

"Seems you can't get enough of my body? Glad to see how you acted wasn't all in the moment" she said as she smiled as he softly massaged and rubbed her flank.

"I can never get tired of your amazing body, especially after I enjoyed it so much" he said with a smile as he ran a finger on each hand over the cutie mark on both of her cheeks, making the mare shiver a bit as she looked up at him.

"Just so you know, touching a mare's cutie mark is a very intimate thing sweetie" she said as he frowned and looked at her.

"Well can I keep touching yours?" he asked while she rolled her eyes and smirked up at him.

"After everything we did it'd be weird if I didn't allow you" she said before she leaned up and gave him a quick and soft peck on the lips. "But as much as I would love to stay here and enjoying being on top of you I think we both need to clean up" she said as she was sticky with sweat while he was sticky because of her...spray.

"Yeah though first we need to, well….separate" he said with a blush as Mayor Mare could still feel him inside her. His length had shrunk but she found herself still plugged up.

"Hmmm, seeing as I don't want to leave a trail of it on my floor could you be a sweetie and carry me there?" she asked as he chuckled and kissed the top of her head.

"Sure thing, wouldn't want to make more of a mess of your office" he said as he stood up, using his tails to keep her up against him, and made his way towards the bathroom that was connected to her office.

He was careful not to let himself pull out of her as he made his way to the bathroom but he was having a bit of troubles considering how with each step she squeezed him slightly. A part of him really wanted to pump a bit but he knew Mayor was done for now, making this quite torturous to him.

"Are you really getting turned on again?" Mayor asked as she looked up at him, already feeling him harden up a bit inside her.

"Sorry it's just I'm still in you and you are squeezing me with every step" he said with a sheepish grin before she smiled up at him.

"You are such a pervy fox aren't you?" she teased while chuckled and smirked down at her.

"For beautiful mares like you? Yes" he said before they entered the bathroom and he carefully stepped into the rather large bath she had in it.

They both let out a shiver as he pulled out of her, his member going back into him, while they both watched his seed pour out of her and into the tub.

Mayor was shocked to see how much seed was actually pouring out of her, which she quickly remembered how all of this was sealed up in her for hours. 'I really need to go see Nurse Redheart if I am with foal now' Mayor thought with a smile as she was actually excited about the prospect of it.

Naruto though couldn't help but find himself a bit turned on as he watched it pour out of her while she splashed some water in between her hind legs to help wash it down. "Not so fast mister, down" she teased with a splash of water.

"Sorry, just I didn't expect watching that to be so….well, hot" he said as she rolled her eyes with a smile.

"If you are going to take a bath with me to wash off none of that, my body is still really tired from what you gave me" she teased before he held his hand up.

"I promise I will try my best not to get turned on by you, it'll be hard but I won't tire you out with another rut" he said as she nodded before she started to fill up the tub with warm water.

The bath was incredibly relaxing for the both of them after their escapades. Naruto helped Mayor wash off and even just relax together in hot water, her resting with her back against his chest. Sadly though, as much as Mayor would have loved it, they had to get out.

"I'm sorry that I have to go Mayor" he said as he watched her put back on her collar and necktie while she made her way back behind her desk.

"It's alright sweetie as I do have a town to run and you probably need to return home yourself. Though I will definitely see you again" she said with a kind smile before he nodded and walked over to behind the desk.

"Of course you'll see me again" he said as he gave her one last kiss and Mayor Mare watched with a smile as he left her office.

"Good to see you are awake now" Mayor's secretary said as she walked into the room a minute or so after Naruto had left. "I came in to check on you earlier because of the...sounds I heard and found the two of you passed out" she said while Mayor at least had the decency to blush a bit.

"Was it really that good for you to make all those sounds?" she asked before Mayor let out a dreamy sigh before she rested her head on her hooves.

"All that and more, here I'm starving after all of that so why don't we get some food and I'll tell you everything" Mayor said as her secretary blushed softly but nodded and followed as she was very curious about her boss's time with the most unique citizen of Ponyville.

Naruto was rather deep in thought as he walked down the basically empty street, as it was getting rather late out. His mind was busy thinking about his amazing time he just shared with the mare and everything she told him about how intimacy worked with ponies as well as what Celestia had figured about his new body thanks to Fluttershy.

Right now he just wanted to get a chance to talk with Cup about what had happened when he lost control that first time. He fully planned to throw himself at her mercy and apologize for what he did. He didn't feel too afraid of the outcome given she hadn't reported him yet but still he wanted to apologize while he hoped she didn't hate him or wasn't afraid of him.

Though as he entered Sugarcube Corner he figured, as everything was turned off, he'd have to wait for his chance to talk with her tomorrow. That was until he made his way down to his room to find the mare on his mind sitting on his bed.

She though was quick to get off it as she noticed he entered the room. "Oh good, you're home. I've been...wanting to talk to you" Ms. Cake said with a soft blush on her cheeks before Naruto frowned and walked a bit into his room.

"First things first I want to apologize. I never meant to force myself on you. I am new to being around ponies and I know this doesn't excuse me at all but I just wanted to-you don't have to apologize" Ms. Cake said as she silenced him by gently putting her hoof to his snout.

"Naruto, please just sit next to me for a second and let me say something first" Ms. Cake said as she sat back down on his bed before patting the area next to her which he slowly sat down at, a bit unsure how things were about to go.

"I'm not mad at you Naruto for what happened in the kitchen between the two of us. Surprised, very much so but if I'm being fully honest I didn't hate it and I enjoyed it….a lot actually" Ms. Cake said with a very dark blush on her face while Naruto looked at her very surprised. "In fact it probably was so much more powerful since I haven't been intimate with somepony in a very long time" she added as that made him more confused than anything.

"Wait, seriously? You haven't been intimate with someone? How could you not given…" he said, his eyes trailing to her rear before he stopped his train of thought due to not wanting to seem like a pervert although Ms. Cake couldn't help but smile at it.

"Why thank you, something like that really means a lot to a mare like me. Its just that when a mare reaches my age we aren't really viewed as possible mates. Hence why your words and actions really meant more than you know to me" she explained, still blushing as she looked at him. "You made me feel like an attractive young mare again" she added with a giggle.

"Still…I'm sorry I forced myself on you like that" he said, still feeling like he needed to tell her that.

"It is quite okay as I found it rather…exciting. Plus I felt, even in that state you were in, you wouldn't hurt me" she said, putting her hoof over his hand with a smile.

"Now look, there will have to be some rules if we are to fool around mister" she said looking at him with a playful serious look in her eyes. "That means no doing anything while we have customers or when Pinkie is around. Last thing I want is for others to catch us in the act" she said, a dark blush on her cheeks to show it wasn't out of being ashamed but more out of being utterly embarrassed which he found made her look even cuter.

"I promise I'll do my very best to keep my hands off you during business hours…although at times it will be hard" he said as chuckling a bit as he ran a finger over the ass, making her shiver and nod shakily as he ran his finger over her cutie mark.

"Then how about….one of those kisses you gave me to, you know, seal the deal" she said nervously before Naruto smiled and tilted her head up so she was looking at him.

"Of course Cup" he whispered out as he captured her lips in a deep kiss, his hands sliding their down her sides before resting on her flank. He couldn't help but deepen the kiss before he found himself somewhat hunched over Ms. Cake as she was now lying on her back on his bed, who seemed a bit surprised by her new position but made no attempt to pull away or stop the kiss.

The kiss continued as he continued to invade her mouth with his tongue until drool was running out of both of their mouths.

As the long and passionate kissed ended both of them were panting a bit, lust clear in Cup's eyes as well as his own. His lust was going overdrive as he watched her drool and pant on her back, her looking like a plump treat ready for him to devour.

"How about we seal the deal the real way?" he asked as she blushed before nodding shyly before she let out a squeal as he pounced on her.

Life for Naruto was odd in Ponyville but as things started to change and shape differently in his new life he honestly liked it. It was welcomed, especially if it meant he got closer to beautiful mares.

-Chapter End-

EDIT: As of 11/15/18 I've made edits to this story, erasing Mr. Cake like seen in the previous chapter as well. The whole cucking element with them just felt Ugh so right now Ms. Cake is a single older mare that Naruto will fool around with from time to time. A 'Friends with Benefit' like Mayor Mare is as well

So Naruto has three basic sizes. Normal size is the size of Celestia, Pony is the size of an average pony, and Foal size which is the size of one of the Cutie Mark Crusaders.

He will eventually be able to go to the size of Kurama but it is more of a last resort thing with how much it drains him of chakra and stamina.

We wanted to make Naruto more animalistic with his fox body and give him some troubles with it as it is a new form for him and in Equestria he is a full on fox.

I hope you all liked the lemon with Ms. Cake and Mayor Mare, two of the first of many mares we plan to make him get with. And no he isn't going to be some horn dog that runs around with everyone and moves on, he cares for all the ponies he is with and later on his clones will come in handy a lot with making sure they all know it.

Also no this won't be full smut as we do have plot planned and him to be involved in canon but right now it is before canon and will be a bit before it reaches there.

Till the Next Time

Drop a review!

See Ya!