The Possibilities of Potions

Twilight was still oozing, so they elected to send Rainbow alone. She made her way downstairs, still flushed with the heat of sex, and filled with anticipation of what was to come. No pun intended, she thought with a grin.

She found the boxes standing untouched on the table. Rainbow looked through the list that Twilight had left beside them, smiling with success as she found the one she was looking for. Bottle sixty-four, ‘Mare Malt,’ tasted like strawberries. Rainbow felt her face beginning to change first, wrenching back to its earlier form. Her legs were next, abruptly shortening and thinning. Her hindquarters jerked forward, and after running a hoof along them, Rainbow discovered that her familiar athletic curves had returned.

The last to go was her wonderful dick. It had already retreated back into its sheath, but she felt a very odd sensation as it shot back inside her, and vanished. Looking down, she was met with the familiar sight of her blue-lipped slit. A quick inspection of the pink interior of her folds assured her that all was well.

She gave herself a friendly rub. “Hello again!” She patted her pussy, comforted to be back in her own body; though she had to admit she was going to miss some things about being a stallion.

Lifting the box of alteration potions onto her back, she stepped daintily off toward the stairs. She climbed quickly and surely, keeping the box carefully balanced. The bottles clinked together as she ascended. She pushed back into the room, smiling.

Twilight was still on the bed, her legs spread to allow herself to drain. At Rainbow’s entrance, she looked up and beamed. “Got it?”

“Yup. Breakfast in bed.” Rainbow set the box down by the door and lifted out the bottle of ‘Stallion Sherbert.’ She uncorked the potion, and offered it. Twilight’s horn glowed, and the bottle drifted through the air to her. She drank from it, then recorked the bottle and floated it back over to the potion box.

Twilight’s face scrunched up. “Oh, that’s... this is really strange.” As Rainbow watched, Twilight’s muzzle shot out, turning blocky. Rapidly, her body changed, transforming the little unicorn mare into a handsome young stallion.

Not under the duress of transformation herself, Rainbow got a clear look at Twilight’s crotch as her pussy glowed with magical light. A dark purple shaft erupted from within, showering the bed with all the leftover cum that had lain inside. A hanging sack followed, and then Twilight’s delicious honeypot had vanished, replaced by something Rainbow was very much looking forward to investigating.

“How’s it feel?” she asked, sliding onto the bed.

Twilight prodded her new cock. The deep violet was speckled with lavender at its base, but Rainbow had the feeling it was going to be painted white soon enough. Twilight blinked. “It’s, uh... interesting,” she said, her voice half an octave deeper than normal. Rainbow found the new timbre enticing. “It’s so sensitive...”

“Isn’t it great? It’s like a foot-long clit.” She surreptitiously rubbed her own on the bedsheets. “Ah... okay, maybe not quite that good.” The sheets where she had rubbed were tellingly moist. Rainbow licked her lips in anticipation.

Twilight stood on the bed, and bounced. “Let’s try it out!”

“Not so fast, Twi,” said Rainbow with a grin. “I got a warmup, first. It’s only fair to give you the same.”

“Oh. You mean I should, um, play with it?”

“No.” Rainbow gestured down to the bed, the foot of which was still very damp from their earlier pleasure.

“Okay...” Twilight sat down, spreading her legs to allow Rainbow better access. “But what did you have in muh-muh-miiinnd... ohhh...”

Rainbow had brought her wings forward around her, and brushed against the tip of Twilight’s stiffening cock. She traced the feathers up and down Twilight’s length, watching her shaft twitch with little jolts of excitement whenever she touched it.

Her wingwork had always been a point of pride. Not all pegasi were as dextrous with theirs as Rainbow Dash, but she’d worked hard to master her wings so that she could in turn master the tiniest currents of air in the skies. The currents of heat running through her at the moment were equally wonderful, however.

She drew her left wing up the bottom of Twilight’s cock, while sending her right lower to tickle the unicorn’s balls. Twilight squirmed. “Wow, those are touchy.” She grinned. “Keep touching.”

Rainbow happily obliged, drawing her feathery touch along the bottom of Twilight’s sack. She made sure to brush Twilight’s inner thighs, drawing a gratifying rumble from her friend’s throat.

Twilight inhaled slowly. She ran her tongue along her top lip. “I can smell you, you know...”

Rainbow laughed weakly. She was so wet that she could actually hear a faint squishing sound whenever she moved on the sheets, and restraining herself from just jumping onto Twilight’s cock was becoming difficult. She continued the massage with her right wing, but brought the left one up to her mouth, and bit the tip.

“You’re doing that again,” noted Twilight with a little groan of satisfaction.

Rainbow released her wing with a sheepish grin. “Pegasus wings aren’t overly sensitive, but just a little nip on the tip...”

Twilight beckoned, and Rainbow extended her wing. Twilight placed the tip in her mouth and bit down gently. Rainbow drew a sharp breath in through her teeth.

Determined not to be one-upped, she lay down flat on her stomach, and licked the flattened head of Twilight’s cock. In response, Twilight bit down a little harder. She placed her hooves on Rainbow’s back, between her shoulder blades, and began massaging them.

No longer caring that her ever-wetter pussy was staining the sheets, Rainbow began running her tongue along Twilight’s length. She lingered at the top, tracing the head with saliva.

Twilight continued massaging her, alternating nibbles between her left and right wingtips. Rainbow dropped low, and caressed Twilight’s balls. She could detect the slight tang of the cum that had coated Twilight’s pussy before the transformation.

Twilight reached over her, and put her hooves on Rainbow’s rump. She pulled Rainbow forward, dragging her slit across the sheets and drawing a muted squeak.

“Feeling a little flustered, are you?” Twilight rubbed her between the wings, and Rainbow melted. “Serves you right, for not finishing me earlier.”

Struggling not to roll over and simply let Twilight massage her to climax, Rainbow’s mouth curled. “I won’t make that mistake again.” She wrapped her mouth around the tip of Twilight’s cock, and felt her go rigid.

Rainbow started sliding down the length of it, wondering how deep she could go. Twilight’s hooves had slowed on her back, shocked out of their rhythm. They stopped altogether as Rainbow went farther.

She made it about three quarters of the way down before she finally found her limit. This was going too well for her to test her gag reflexes, so Rainbow eased off. She drew back over the ring at the middle of Twilight’s length. As her lips passed it, she began sucking on Twilight’s cock like a milk bottle.

Twilight hissed with pleasure, and placed her hooves on Rainbow’s flanks, right over her cutie marks. She began rubbing them in circles, her gentle touch clouding Rainbow’s head with fire and smoke. The bed beneath her felt like a wet rag by now. She slid her hoof down under her stomach, unable to hold back any longer. Rainbow fondled her pussy, moaning as she sucked away.

Her dripping folds burned as she drove her hoof into them. She stuck her tongue under Twilight’s cock and started sucking up and down, waiting for the inevitable explosion. Twilight began thrusting in time with the bobs of her head, groaning.

Rainbow slid all the way back, leaving only Twilight’s tip in her mouth. She slathered the head with her tongue, looking up at Twilight with lidded eyes.

Her only warning was a grunt from Twilight. The unicorn’s cock burst in her mouth, flooding it with a startling amount of cum. Rainbow did her best to hold it all, but there was so much. It leaked around her lips, and splashed out as the last spurt surged.

She held on as Twilight thrusted a few times. Taking a deep breath through her nose, Rainbow curled her tongue along the head of Twilight’s cock to roll up the last few drops, and swallowed. It went down her throat, hot and sticky, and she gave a satisfied ahhh.

Twilight fell onto her back. “Mmm.” She lifted a hoof as if about to say something, then let it drop.

Rainbow clenched her teeth. Twilight was falling into afterglow-mode, but the burning in her own loins had reached a fever pitch. “We’re not done yet!” She drew her hoof out from beneath her, and placed it plaintively on Twilight’s thigh. Rainbow was completely soaked and totally desperate; she regretted making Twilight wait so long earlier.

Twilight just mumbled something happily. Rainbow gave a low whine. “Hurry up!” Hoping to jump-start her friend, she started lapping at Twilight’s softened cock.

From the other side of the bed, Twilight whispered something. Rainbow looked up. “What?”

“Wings!”

Rainbow quickly stretched her wings in front of her to start another feathery wingjob. Twilight gave a happy moan, and her purple shaft flopped briefly up. With a delicate touch, Rainbow teased her, baiting Twilight’s cock back to stiffness.

Unable to hold back any longer, she rose and crawled on top of Twilight. She rubbed her pussy against Twilight’s hardening stallionhood, closing her eyes as she felt her moist heat against the velvety soft skin.

Twilight lifted her head and whispered, “Kiss me.”

“Finally,” said Rainbow, plunging down into Twilight’s mouth. Their tongues twisted together, greedily seeking each other. Rainbow pushed her head forward, her lips locked firmly with Twilight’s.

Below, she felt Twilight spread her legs apart, readying her for penetration. Rainbow’s eyes rolled back as she felt Twilight slide into her at last. Twilight devoured Rainbow, her tongue seeking and prodding inside the pegasus’s mouth. Slowly, she pushed inward, with her tongue and her cock.

Rainbow waited until Twilight was fully inside her. As soon as she felt the soft squish of Twilight’s balls beneath her butt, she pulled away from the kiss. She felt a little drool coming out of her mouth, and wiped it with a hoof and an embarrassed grin.

She began slowly gyrating, twisting her hips around in a circle. The huge shaft inside her was a delight, a sensation of fullness she hadn’t had in far too long. Rainbow rocked back and forth, enjoying the tugs and pulls inside her pussy.

Twilight groaned, and Rainbow took that as her cue. Placing her forelegs on either side of Twilight to steady herself, she began gliding up and down on Twilight’s cock, glorying in the wet slaps as the lower folds of her pussy hit Twilight’s balls on every downward push.

It felt as though she were walking along the edge of a cliff, looking down, daring herself to jump, and not pull out until the very last moment. Rainbow pushed closer to the edge, sweating and panting and groaning and moaning, stretching for release.

Twilight’s horn glowed, and Rainbow felt her wings pulled gently forward. They stretched before her to meet, their tips touching just above Twilight’s muzzle. Twilight opened her mouth, took the wingtips inside, and bit down.

Rainbow fell from the cliff. Her pelvic muscles seized up, and she felt a hot wave radiate out from her core. She thought she might be screaming, but she couldn’t tell over the pounding in her ears. Her body quaked all over as she came, a whirlpool of ecstasy draining out through her pussy. She rode it out, her hips shuddering with every pleasurable pulse.

Unlike Twilight, Rainbow was not a squirter; but it didn’t matter. Her convulsions were enough to set off Twilight herself. Rainbow felt Twilight’s balls clench up beneath her, and suddenly her pussy was filled with a boiling, sticky mess. Twilight groaned over and over as she pumped her cum out and into the damp space inside Rainbow.

As the spasms faded, Rainbow lay down on top of her, her mind totally blank. Twilight nuzzled her. “You were right, Rainbow... That was even better than the last one.”

“Told... you...” Rainbow sighed, her mind completely shattered. “I’m good.”

Her senses slowly began to return, and she lifted herself off of Twilight, leaving a sticky puddle on the increasingly-messy bedsheets. She kissed Twilight’s chest, then grinned as an idea slithered its way into her mind. “I’ll be right back.”