An Analysis of Alternative Species During Procreative Activities

by The Wizard of Words

Rating: mature
Tags: Slice of Life, My Little Pony: Friendship is Magic, Human, Romance, Spike, Rainbow Dash, Rarity, Sex, Twilight Sparkle
Length: 23504

Sometimes, couples like to explore new things in bed. Positions, toys, location, or even role-playing; they are all just quick and easy methods to make a night between two more romantic. Sometimes though, it can go too far.

Sometimes, couples like to explore new things in bed. Positions, toys, location, or even a bit of role-playing. They're all just quick and easy methods to make a night between two more romantic.

Sometimes, experimenting can be fun, hot, and memorable. Sometimes, it just goes too far.

Then there are the rare times where you wonder why you never tried it sooner.

Pre-Season 2
Story nine in my Twidash Challenge: Human Theme
Editing help goes to Soulwinds, Knight of Cerebus, and Peroth E.

Published 2013-05-20 10:20:01 UTC
Last updated 2013-05-20 10:20:01 UTC

Or, When Magic is Influenced by Boredom

Rarity was a mare that prided herself in her work. She would never make a hemline she was unsure of or a dart that looked off center. Every stitch and knit she made had to be as close to perfection as possible, otherwise it wasn’t good enough.

To make sure she had the time for such dedication, Rarity had, by far, the most strict schedule of all of her friends. Every client meeting, sale, and design period were carefully marked and spaced out on her calendar, well into weeks in advance. There would always be the occasional complaint or two; not enough time for friends or family, but the unicorn mare took pride in her work and her friends. The balance between the two was difficult, but she knew how to maintain it well.

That didn’t mean she knew how to handle said friends when they barged into her boutique in a frantic mess.

“Rarity!” The sudden shout of her name caused the mare to drop the pins in her mouth, body jumping into the air as she tried to catch her breath. Her wide eyes whipped to the intruder, staring daggers at whoever disturbed her work.

Her eyes landed on the shaking form of Spike. All anger left in her a moment.

“Spike?” She weakly spoke, twisting her head in confusion. “What on Earth as gotten into you? You know better than most ponies that my work is not to be-” Rarity was cut off in by another shout.

“Twilight needs your help!” The sudden declaration caught the unicorn by surprise. There were so few reasons why her friend would need her help, but she couldn’t think of one that would scare Spike so much.

The situation was growing more serious than the mare thought possible.

‘What is it? Why would Twilight need…’ Her mind wandered as possibilities began to flood her thoughts. Twilight needed help, Spike was scared, and the mare wasn’t able to ask Rarity herself. She let out a gasp as the ideas began to form.

“Have the Changelings returned?”

“No!” Spike replied with a shake of his head.

“Is King Sombra attacking the Crystal Empire?”

“No!”

Rarity gulped.

“Is… Did Discord turn back into a brute?” A firm shake of the dragon’s head did little to put her restless heart at ease.

“No!” Spike shouted, but he had more to say. “It’s worse than all of those combined!”

Rarity was sweating bullets. Worse than Discord, the Changelings, and King Sombra? Her mouth was dry as thoughts of what could possibly be so horrific began to fill her mind. When she spoke again, she did so with unease.

“What… What is then?” Honestly, the mare didn’t know if she wanted to hear the answer. She was faint of heart in even the mildest of catastrophes. Something that worse than all of their past threats balled into one would doubtlessly put her to the ground. But she had to be strong, for Spike, for Twilight, for her friends.

Taking a slow lungful of air to calm his frantic breathing, Spike told the horrific news.

“Twilight and Rainbow need new clothes!”

For the shortest period of time, a pin could have dropped from one of Rarity’s racks and it would have resounded like thunder through the room. The unicorn was still as stone, staring at Spike with large unbelieving eyes. The dragon continued to look up at her with genuine fright.

Rarity gasped as she recoiled from the news.

“This is an emergency!” She cried with newfound energy, already twisting and galloping through her boutique.

Her horn glowed a sky blue as objects around her shop began to float and fly through the air. A straw basket was pushed into the center of the room as everything began to fall.

Blankets of silk descended from on high, rolling up before dropping to the bottom of the basket. String and thread flew like darts through the air, spinning and collecting into balls before they were dropped on top of the silk. Rarity flicked her horn back and forth as she dragged and dropped feathers, frills, roses, staples, color dye, faux leather, and every other accessory she could possibly name.

By the time she was done, the items were stacked easily past her height, all precariously perched on top of one another. The basket was no longer a basket, it was flattened to a plate. However, this was far from the first time the unicorn had over packed her bag.

Her eyes darted behind her, forcing her horn to hum as she summoned her magic. From behind one of the many wardrobes came a long belt, clasp already coming undone. It flew over the many tools and accessories piled atop the basket, flattening them as it was forced downwards. Rarity bit her lip as she focused herself, controlling the growing tension that was arising from the belt.

Slowly, the flattened basket was lifted into the air, the belt snaking beneath it under the forceful pull of the unicorn. Rarity bit her lip as she focused her magic, carefully aligning the buckles together. The resounding sound of the metal ends chinking together made a few brief rises above the study hum of her horn.

The magic faded away as the click of the metal ends fitting into place echoed through the room.

The bag dropped like deadweight onto the floor of the boutique.

“Let’s hurry Spike,” Rarity spoke with a serious tone to the still wide-eyed dragon. “We simply cannot waste any more time.” The unicorn took of with a gallop from her store, running down the stone path the Library, elegance be damned.

The dragon was left inside the shop, eyes looking at the pile of materials that easily doubled his height. He had trouble pulling a cart on wheels with half the weight the basket had now.

His gaze shifted to the door, the materials again, and then the door again. His mouth opened and closed like a fish gasping for air, searching for the right words to say to the empty room. In the end, it was just a single word.

“How?”

Despite the amount of labor her worked required, Rarity was by no means a fit pony. She could handle a scuffle or two, protect herself if some colt grew too bold at a party or a random stallion had one too many drinks of cider, but not a run across town without rest.

What began as a full on gallop worthy of the races ended to a near crawl as she approached the familiar tree home of her librarian friend. Her lungs felt heated, burning like an inferno, ready to collapse within her chest. Her legs were no better, shaking with every step they took. Heavy breaths of air came and left her as she stood just in front of Twilight’s home.

Savoring the air that entered her lungs, Rarity composed herself. Her hoof wrapped around and flicked her mane back into the familiar curl she was known for. She had to be composed, poised, and ready to help her friends. It was one of the first lessons she had learned in the business, and it was one she kept too regularly.

Her hoof knocked on the door, lightly tapping on it as she stood to her tallest. Any moment now, Twilight would open the door, greet her, and usher her in, explaining the situation in what the unicorn could guess would be frantic breaths. According to Spike, Rainbow was here as well. Rarity may not have had the most stable relationship with the pegasus, but compared to Twilight, she was definitely the pony that would explain their problem the best.

Her breathing had calmed and her mind relaxed as she continued to wait outside her friend’s home.

After several minutes, she began to grow curious.

Her hoof knocked again, wrapping at the door a bit harder than before. It wouldn’t be too unheard of to have her friends being preoccupied, especially given the emergency she was here to address. Still, Twilight wasn’t one to forget her own plans, and according to Spike, she was planning on her being here.

After more minutes passed by without answer, the alabaster unicorn grew bold. Her horn flared with magic, grabbing at the handle of the door and giving it a light push inwards. Inside, nothing appeared disconcerting in the least, not to her eyes at least.

Rarity saw no smoke or smoldering pit. The room was well lit with all books present on their shelves, though she had only minimal idea of the order they belonged in. The small amount of furniture that was present in the modest home seemed well kept and organized. With an inquisitive eye and curious mind, the unicorn stepped further into the home.

“Hello?” She called out. “Twilight, dear? Rainbow? Are either of you home?” She didn’t need to double check that she was in the right library. With so few ponies enjoying a good read around Ponyville, there was only one library to choose from.

“Rarity?” The muffled speech of her name, earned a chill up the unicorns back, a slow cold breath filling her lungs.

“Rarity? Is that you?” Twice spoken proved no words were misheard.

Rarity’s eyes were wide with fright as she imagined the possibilities. Twilight may have turned her and Rainbow invisible. That would easily explain their need for clothes. Or she could have sent them to a higher plane of existence, and the unicorn was calling for her with all of her strength. It wouldn’t be too far off from what they had to deal with on a normal day.

But far more likely, they were simply behind the basement door.

“Twilight?” She called out, moving towards the only door in sight. “Are you in the basement?”

“Yes!” The eager cry returned. “Yes, we’re… we were waiting for you. Spike did find you, right?”

“Of course, dear, of course.” Rarity confirmed with her feminine tone, hoof waving needlessly dismissively as she spoke. “The little dear ran into my shop out of breath and preparing to collapse. Whatever happened must have given him such a fright.”

“Well, it scared us, too.” The unicorn could tell on a dime that voice did not belong to her fellow bookworm.

“Rainbow, is that you?” Rarity questioned. The answer was as fast as the pegasus’s namesake.

“Duh, who else would it be? Spitfire?” The fashionista would later swear on her grave she heard a very low mumble of ‘I wish’ from behind the door, but she dared not speak of it now. For now, she came here prepared to help her friends, and that was what the mare intended to do.

“Well,” Rarity began. “I came as quick as I could to help you, too. But do tell me, what ever happened?” For a time, only silence came from beyond the door. It earned a raised brow from the alabaster unicorn. “Twilight? Rainbow?”

“He… He didn’t tell you?” Twilight’s tone was clearly full of confusion, perhaps a touch of worry, like a drop of lime in a well-seasoned glass of cider. It begged further question.

“Tell me what?” The unicorn questioned through the door. “Was Spike supposed to tell me more? He simply made it clear how impossibly important this task was. Speaking of which,” Rarity placed her hoof on the door, putting her weight into her leg as she moved to push the door open.

It was slammed shut the moment it started to give.

The unicorn backed up with a slight jolt, surprised at the sudden force. For a moment, she stared wide-eyed at the wooden door, looking at it as if it had bitten her. Her mouth opened and closed, trying to form a word that could properly describe what she felt. Instead, she settled on something else.

“I-I apologize girls,” she began weakly. “I forgot to… ask for permission.” She gave herself a weak smile before speaking again. “May I please enter?”

“No.”

The answer came far faster than the unicorn anticipated. This time, however, she did not allow herself shock or surprise at the declaration. Instead, she gave herself room to feel something she felt, unfortunately, fairly often. Annoyance.

“Now Twilight,” Rarity began, speaking as she would when addressing her younger sister. “I am a very talented pony when it comes to fastening dresses for mares, stallions, and ponies of all ages, but I cannot lift a hoof to aid you if I cannot at least see what I am working with.”

The unicorn listened to an unintelligible conversation beyond the door, too quiet for her to hear through the wooden barricade. It was easy for her to fight off the curiosity to open the door again. The force that was behind felt monstrous, even for an earth pony such as Applejack.

However, she knew the orange mare would be the last of her friends to ever be so forceful, Fluttershy aside. Let alone the fact that she hadn’t heard mention of her name until now. Rainbow Dash very well may have been capable of such brutish strength, but on a normal occasion, it would have earned the stern discipline of Twilight. Instead, it was Twilight that had actually told Rarity she could not enter.

It didn’t take a pony of significant intelligence to know something other than the norm was occurring right beneath her nose.

“Rarity?” She heard her name being spoken like a question, and the mare was back to offering her full attention.

“Yes?” She answered back.

“We… We’re coming out.” A relieved sigh left the mare’s lips.

“Excellent, now as soon as Spike arrives, we can-”

“I’m not done.” Twilight went on, silencing Rarity in a moment. “Just… Oh Celestia how do I explain this to her…” The unicorn mare had no knowledge within her to make sense of what her friend was speaking.

“Yo Rarity,” the tom-boyish voice of Dash flew through the door, true to her namesake. “We’re just giving you a warning that… well… we don’t exactly look normal right now.”

“Not normal?” Rarity repeated, before giving a high gasp of surprise. “Oh girls! You haven’t been hurt, have you!?”

“What? No!” The quick denial brought a wave of relief to the mare. “But something is different though.” And the relief left like a wave, replaced with tension once again.

“Then… have your coat’s changed colors?” The question sounded odd to Rarity as she spoke it, but it sparked another idea in her head. “Twilight, did another spell go awry?” The silence was her answer.

“Yeah, you’re about half right on both of those questions Rare.” Dash’s blunt tone answered the unicorn. It answered little. “First off, yeah, our coats are different. Probably because they’re gone.” The gasp that came from Rarity silenced anything else the pegasus was going to say.

For the unicorn, the need of her services just became only too clear.

“Oh dear!” She exclaimed, fanning herself with her hoof as she tried to calm her quick heartbeat and frantic mind. “I can completely understand your desire for privacy then, sweethearts. But, don’t worry a… don’t worry at all. I still love you girls no matter how… bare you may be.”

“Thanks a lot for that.” The drone of Dash’s voice sounded anything but thankful. “But seriously, though, there’s more to it than that.” Rarity felt bile rising into her throat.

“Wha-” She weakly spoke. “What else could possibly-”

“Look, Rare,” Rainbow’s voice spoke again. “It would just be stupidly hard to try and describe to you how… different Twilight and I look right now. Just prepare yourself, kay?”

“What, no!” Surprisingly enough, it wasn’t Rarity that spoke the rejection. “I can barely handle seeing myself like this! I’m not gonna walk out there and flash our friend!” The unicorn felt her face heat at the suggestion.

“She’s gonna have to see us sooner or later Twilight, and I’d really prefer to be able to get out of the basement.”

“Why? It’s not like you can fly!” Rarity gasped thrice. The silence from the door was sign enough what line had been crossed.

“R-Rainbow?” The unicorn weakly spoke, hoof raising to the door again. It fell upon the wood, but she dare not press against it. “You… you told me you weren’t… injured.” Had the pegasus lied?

“And I’m not.”

Rarity was ready to collapse. Be it from confusion or the constant change of relief and stress, she could not tell. Here friends were bare coated and something had happened to Rainbow’s wings. But they were still okay, or at least unharmed. But she couldn’t use them. Rarity didn’t know where this was going or what to ask next.

What she did know, however, was that she had had enough of it.

“Girls,” she spoke as easily as she could. “I’m coming in.” Instantly, she felt the pressure on the door increase, no doubt from Twilight or Rainbow pushing against it.

“Get off the door, Twilight.” Rarity heard Rainbow through the door speaking like she would if she had taken a job in tutoring.

“W-Wait.” Twilight hesitated. “Can… Let’s get something on first, please?”

“Get what on?” The exasperated tone was clear even through the inch thickness of wood. “The whole reason why we thought it would be a good idea for Spike to get Rarity was so we could get something on!”

“I don’t know!?” The whine that came from Twilight sounded, at least to Rarity, like one of her own, should a dress be subpar compared to her other works. She settled her hoof on the ground as she listened to her friends argue behind the door. “How… how about some blankets? We can... we can tie them around us.” The annoyed sigh that answered the unicorn was as clear as any word spoken thus far.

“Fine,” Dash spoke. “Whatever, let’s just hurry. I’m freaking cold standing around bare naked and the fact that I’m willing to let Rarity give me another once-over for measurements should tell you how sick of this I already am.” The unicorn calmed herself. The pegasus meant well, even if her words were harsh.

“Okay, okay, just wait, alright?” Rarity heard the sound of… something running down the steps behind the door.

It was the fact that they weren’t hoof steps that perked her ears. They sounded duller, like there was something soft between the Twilight’s hooves and the stairs. But for the life of her, Rarity couldn’t think of what.

“I got them!” She heard the excited tone from further away. It was still from behind the door, but no doubt from at least one story beneath where the unicorn was before. Nevertheless, it didn’t really matter. The same dull sound of running hooves echoed behind the door, followed by the familiar sound of flowing fabric.

“Twilight, dear, what are you using?” The fashion designer asked more out of instinct than genuine curiosity. “Do be sparse with the material. Adjustments can always be made, but it’s an impossible task to add what has already been removed.”

“This is only temporary, Rarity.” Twilight’s voice answered through the door, begrudgingly. “I’m actually hoping you really can help us out with… clothing. I… just want to be at least partially decent.” The unicorn raised her lips and nodded her head.

“I can understand the sentiment. Take your time then, but not too much time. I’m always willing to help you girls, but I do have orders to fill back at the boutique.” More mumbling came from the other side of the door, but Rarity couldn’t make sense of the words.

“Alright.” She heard the word spoken by her pegasus friend, the same word she spoke in the moments before she would take flight. “You ready now Twi?” Rarity could count the seconds before her fellow unicorn responded.

“Y-Yeah,” the ill-confident response came. “At least… as much as I will be.”

“Good!”

Without further ceremony, the door pulled inward, giving the alabaster unicorn the full frontal few of her friends.

This time, Rarity jumped back with gasp. That was the only thing that kept her from screaming.

In front of her, just beyond the now opened doorway, stood two tall figures, gowned in nothing but plain tan bed sheets. Both of them easily stood above her head, towering over her in a manner she felt similar to the princess herself. No coat adorned their skin and no hooves were placed at the end of their legs.

Their forms stood on two legs, far taller than the unicorn did on her own four hooves. They both looked down at her with their small faces, near perfectly spherical without a proper muzzle or snout. The blankets were tied loosely at the base of their necks, falling until they reached the knees of their rear legs, showing the oddly misshapen hooves at their base, protruding outwards like they were smashed.

The only thing Rarity could see about them that was even faintly familiar were the manes over their head. Long well cared-for strands of hair, colored differently on each of the creatures. For one, the strands ran well past the thing’s neck, ending past her forelegs. They were lavender in shade, stripped lightly with pink. The other had much more curly hair, ending after hardly beginning. They were colored every shade of the rainbow.

No matter how long Rarity stared at them, mouth and eyes agape with shock, she could only conclude one definite fact.

They were monstrous.

“Hey Rars,” one of them spoke, and the unicorn back pedaled at the voice. The voice was familiar, too familiar, a voice she could easily place. Yet, it came from a creature she knew, just knew, it didn’t belong to.

“Um, Rarity,” the other spoke to her, and the mare was having a hard time controlling her legs. They wanted her to turn tail and run. She wanted demand answers. “Please… please don’t freak out. I’m not the pony to say that, but… well… it’s us.”

Rarity’s mouth shut, throat swallowing on nothing as she attempted to compose herself. She knew the voice, but not the creatures. But, above all else, the unicorn trusted her own judgment. Swallowing one last time on empty air, the pony began to speak.

“T-Tw-Twilight?” Rarity sputtered and spat out, staring at the large creature in unabashed shock. With a very weak and timid smile, the creature nodded, long lavender hair moving up and down as she did so. Shaking, the unicorn twisted her head to the other creature, looking at her with no less surprise.

“Rain…bow?” With her oddly shaped hoof on her hip, leaning to one side with rainbow hair framing her face, the creature gave a confident smirk and nod of her head. Rarity knew that smirk, she knew it because she had seen it during every one of her friend’s races.

The unicorn’s mouth dumbly opened and closed, jaw wide enough to catch dragonflies.

“Did we break her?” The taller figure, whom claimed to be her friend Rainbow Dash, asked the other monstrous being. The other form shook her head with a lip between her teeth, lavender hair waving in motion with her shake.

“I… I hope not. It was hard enough to explain this with Spike.” Twilight began to kneel, resting on her rear legs. She matched the pony’s height. Her forelegs reached upwards, misshapen hooves hovering besides Rarity’s vision. The mare’s eyes flipped left and right, staring at the odd appendages.

“Rarity,” it began to say. “It’s me, Twilight.” Her smile was no less nervous than Rarity herself was petrified. The bare face of the creature clenched, eyes shutting and lips pouting. The expression looked just like her unicorn friend when in deep thought, usually over a new spell or letter from the princess.

“Rarity,” it began again. “I can prove it’s me. I’m Twilight Sparkle, personal student of Princess Celestia. My brother is Shining Armor, married to Princess Cadance. I can use the Element of Magic from the Elements of Harmony. And you’re Generosity, because you’re such a giving pony.” The unicorn’s shock had yet to change from anything less than horrified.

“Yeah, not enough, move aside Twilight.” The lavender maned creature moved for her friend, their positions changing till the rainbow haired creature crouched in front of the mare, flank almost resting on the floor as she did so. There was an evil smile across her muzzle, one Rarity had seen too many times before a prank had been played on her, usually while she was conducting her business.

“Rarity,” it began. “I’m Rainbow, and I know you keep a diary of your personal feelings in the second drawer of your room.” The unicorn’s face flushed, but the bipedal creature wasn’t done. “In it you have written down on several pages just how hot you get whenever you see Applejack rearing up to knock down some apples. One time, you even said you wouldn’t mind being beneath her when she raised her legs and-”

“Alright!” The alabaster pony shouted, her defeat clear. She swallowed gasping breaths of air, trying to clear her head as she stared at the floor. That information was private. Too private. She could name the ponies aware of her personal affections on her four hooves, and she was one of the four. Eyes lifting upwards, she stared at the ponies once more. This time, however, she had a very important, and very obvious, question.

“How… How did this… happen?” The question to Rarity was worth a million bits.

“Well, remember when I said you were half right about Twilight’s magic?” Rainbow began scratching her head with one of her dull claws. The unicorn weakly nodded. “Well, it was kinda of my fault that she started to cast the spell in the first place… theeeen it was my fault it kind of went sideways.”

“It wasn’t ‘kind of’ your fault Dash,” Twilight argued back. “It was all your fault.” The former pegasus gave a look of annoyance, but her silence told Rarity her lavender haired friend was telling the truth. Looking at her, she continued.

“You know how Dash and I have… well we’ve… been…” Twilight began to motion her hands together, flexible fingers interlocking with one-another on and off as she mumbled something unintelligible. The meaning was more than clear to the sociable pony.

“Twilight, dear…” she paused as she spoke, most likely to remind herself that the vastly taller creature was indeed still Twilight. “You know that neither I nor the rest of the girls have any offense to what you and Dash have. It never was my place to begin with and I certainly haven’t earned any more room to speak about it.” A soft thankful smile moved off the woman’s lips, but it slowly fell away as she began to speak again.

“Well, Dash and I have been, what’s the word for it, active in bed. A lot.” Rarity may have been comfortable with her friends’ activities, but hearing about them first hoof was a different experience altogether. She only prayed they didn’t go into too much detail, else she be mistaken for a cherry colored twin.

“Basically, things were starting to get boring.” Rainbow raised her hand upwards with her digits extended. Rarity could only watch, and listen, mortified, as the former pegasus began to list the activity she both savored and abhorred to hear about.

“We’ve tried doing it normally, every position we could imagine, every hole we could manage, a bit of bondage, more than a few toys, and not to mention the role-playing. Really the only line we really didn’t cross was-”

“Dash!” Rarity had never been so thankful to hear Twilight yell before.

“I…” The unicorn swallowed a bit of water in her throat, hoping vainly it would cool her face. “I believe I see your point Rainbow.” The taller creature scoffed as she folded her arms over her chest, blanket around her billowing with the movement.

“Point is, I had the idea that Twilight could change us to be a bit more… creative.” Rarity didn’t know whether it would be more appropriate to gasp or shout.

“And just how in the name of the royal alicorn sisters is this… creative?!” Shouting seemed appropriate. “I don’t even have a name to guess at what you two have become. And you did this to… improve your time in bed?” The idea was beyond appalling, it was reprehensible.

“Well, first off, they’re called humans.” Rainbow Dash listed easily, too easily for the tightly wound unicorn. “Secondly, I came up with the idea from a Daring Do book. Thirdly, Twilight thought it would be fun to try something that no other pony has done before. You know, being ‘daring’?” Rarity’s hoof collided with her forehead with an audible smack.

“And it never… crossed your mind that this would be a tad bit… extreme?” The unicorn twisted and screwed her eyes in disbelief. Twilight avoided the gaze with all her strength.

“Well…” the former unicorn began, eyes focused elsewhere. “I knew it was… a radical idea, but… but I thought it could be, um…” her nervous gaze turned towards the unicorn, lips raised in an uneasy smile. “Fun?”

Rarity pressed her hoof to her head hard enough to indent her fur.

“Twilight, dear,” she began patiently, shutting her eyes only to avoid glaring at her friends. “How could you possibly think this would be… fun?” Rarity slowed her breathing to crawl, if only to keep herself from screaming in rage. She was a lady, proper and composed.

“Well, I’ve already had intercourse with Rainbow several times as a pony,” Twilight spoke in an almost careless tone. “And I’ve documented all of the different positions, the regions they directly impact, the best erogenous zones of a pegasi and unicorn, not to mention the production of surfactant released during normal sex as compared to generated scenarios and heat cycles. I’ve even-”

“Stop,” Rarity spoke louder than the former unicorn was rambling. “Just… please stop dear. Just… please tell me your point. I can only assume you have another.” Her hoof slowly slid down her face, revealing her glare to both of the humans, no longer hidden.

“I… I thought that I could document… the procreative activities of… humans.” The newly dubbed bipedal twiddled her thumbs as she spoke, the uneasy smile shaking as she did so. Dash sighed next to her, already far too comfortable with the scenario she was in.

“This spell altered more than just our bodies. It had to make neural adjustments necessary for Dash and I to be able to use our new limbs effectively. Not to mention so that we would perceive each other as attractive members of the same species… It… It also altered our…”

“So far as we can tell,” Dash interrupted her nervous mate. “When we get hot, it gets hotter.”

Rarity blushed.

“Dash!” Twilight scolded her former pegasus friend. “Could you please not be so blunt about… this? For once?”

“I’d love to be,” Rainbow shot back. “But so far, we’ve only gone at it once since we’ve changed, and that was cut short because Spike asked what the explosion was. After that, you wouldn’t let us do it again until he and Rarity got here, just to make sure there wouldn’t be any distractions. Well Twi,” the rainbow haired woman pointed at the unicorn beside them. “Rarity’s here and… and…” her eyes scanned around the library briefly, brows raising as she did so. “Wait, where is Spike?”

“Oh!” Rarity’s ears perked at the mention of the baby dragon. “He should be here soon. I made a collection of supplies I would need to… dress you and Twilight. I trusted the dear to bring the supplies as soon as possible. I do wonder where he is though, he was just behind me when I left the boutique…” Rarity let her voice wander off as her gaze fell on the library door.

“How much did you ask him to carry?” Twilight questioned, already aware of her friend’s natural ability to take on more than she could handle. It wasn’t a trait that translated well when she was offered aid.

“Just a few odds and ends that I would need when designing a new outfit. I promise I packed light.” The sheepish grin did nothing to offset Twilight’s still judgmental gaze.

“How much?” The question made the mare put a hoof to her lips, seriously thinking of the many goods she had stacked before rushing to her friend’s home.

“Oooh, I’d saaay… no more than a hundred pounds.”

Rarity had to admit. The sound of their palms connecting with their heads sounded rather painful.

“A hundred pounds.” Twilight repeated, hand still covering her face. “You gave Spike, a baby dragon, a hundred pounds to carry, from your boutique, to my library... by himself?” The question’s answer was already well known. However, the humility of speaking it was too much for the unicorn.

“Well,” Rarity let the word hang as she rotated her neck. “He has helped me in the past with far heavier loads. It presumed it wouldn’t be too much for him.”

“Did you put it in a wagon?” Rainbow asked next to Twilight. It was hard for the unicorn to place the question as either mocking or genuinely curious. She answered regardless.

“Um, no,” Her tongue rolled over her lips as she continued. “I put everything that I could into the traveling basket I often take to the market.” Her smile was nothing short of sheepish. “It came as a good idea at the time.”

“Well, great.” Dash complemented dryly, her arms lifting and falling in exasperation. “Now all we got to do is wait for a baby dragon to drag probably three times his own weight half way across town. That couldn’t take too long, right?”

As soon as she was finished, the door to the library opened inwards.

Spike walked in with a smile on his scaly lips.

“Hiya girls.” He spoke joyfully, giving a small wave to the pony and two humans standing in the room’s center. “Sorry I’m late. But hey, now you know why this is such an emergency, right Rarity?” Momentarily collecting herself from his sudden entrance, shaking her mane and blinking her eyes, the unicorn began to respond.

“Oh yes, it’s quite the task I have ahead of me,” she admitted as she gave the blanketed humans a once over. Twilight instinctively let her arms hug her body, despite the blanket still tied over her shoulders. “Speaking of which, Spike, dear,” the dragon gave the unicorn his 100% undivided attention, “How did you manage with the materials I gave you? I trust they weren’t too much trouble?”

“Oh, yeah, about that.” The dragon’s lips twisted as he thought of the right words to speak. “I couldn’t make the basket budge an inch, let alone carry it across town.”

“Ha!” Rainbow declared with a bark of laughter. “I told you it was too much for him!”

“Dash, dear, now really isn’t the time to pull up petty arguments from the past.” Rarity attempted to dismiss the chant before it began. The former pegasus was having none of that.

“The past?” she asked, “We were talking about this like half a minute ago!” One of her long thin arms swung behind her, as if motioning to the time that had already past them. Her face was drawn into a look of insulting confusion. The unicorn she was addressing raised her snout before responding.

“Well, a lady doesn’t dwell on what once was. She moves forward with elegance and thinks only of the future.” Her perked ears could hear the clear sound of tightening skin. It didn’t take her too long to realize her friend was balling her digitized hand into a tight fist. It looked heavy and dangerous to her eyes.

“Spike,” Twilight spoke between the rainbow haired human and alabaster unicorn, interrupting their short argument. “Are all of Rarity’s materials still back at her boutique.”

“No, I had a great idea on how to move them here!” The baby dragon cheered for his own ingenuity. “I thought it would be a good idea to send it by dragon fire. But because Celestia is the only pony who can access my smoke, I made sure to write her a letter explaining what had happened.”

“Oh Spike,” Twilight began in a tone no creature in the room could place. Rarity took it as placent when the human’s hand lightly pet the dragon’s head, fingers curling and uncurling over the green scales. Spike seemed oddly alright with the contact. “That was very smart of you, but you shouldn’t use the princess like that. She’s a very busy pony.”

“I know, but I made sure to give every reason in the letter. You did teach me to be thorough.” A visible blush ran over the lavender human’s cheeks, earning a raised brow from the alabaster unicorn at how apparent the display was.

“See, I got it right here.”

Spike then produced the letter in his claws.

He would later have to agree with Rarity. The sound of a human’s hands hitting their forehead did sound painful.

“Spike,” Rainbow began, to the minor surprise of Twilight. “You wrote that letter for the princess, right?”

“Yeah,” the dragon confirmed, still smiling broadly.

“For the princess in Canterlot.”

“Yeah.”

“The one you sent all the materials to.”

“Yup.”

“So the letter you’re holding right now, the one explaining why you sent all the material over, is for the princess, right?

“That’s right.”

Dash’s lips began to lightly scowl at the dragon’s resistance to see his error. She took in a slow breath, one Twilight was doubtlessly still inhaling to control her far more frantic mind. When her lungs wouldn’t fill any further, the rainbow haired human opened her mouth to speak.

Spike turned from her and let out a monstrous belch.

Rarity’s good and materials appeared just beside him.

Silence ruled the room.

The alabaster unicorn lightly touched the materials still clasped downwards by the taut belt, feeling the same in her hooves as they did at the boutique. Her eyes looked over each and every material in the pile, her ruby sharp eyes noting every good, object, color, shape, size, and strand of product that was in the flattened basket. She leaned back nodding.

“This… This is everything.” Her gaze looked back to Spike, her head still nodding in satisfaction. “That was very wise of you Sp-” Her lips went stiff as she saw the dragon still bending over, little claws hugging his stomach.

“H-Hold on.” He whimpered out, a slow groan coming from him. His chest lifted and heaved, pushing out his cheeks as another bout of air rose from inside of him. Another belch ripped from his throat, complete with green flames and smoke.

Out of it was produced a single familiar scroll.

On instinct, and instinct alone, Spike grabbed the rolled parchment, undoing the small strand or red string that was wrapped around it. It uncurled in his claws, ending at a modest length like any other letter he had received. His eyes looked briefly from the page before he began reading.

Rarity, Twilight, and Rainbow Dash were all watching him expectantly, the last two standing behind the former, bodies leaning against one another as they looked at him. It was a little unnerving, but nothing he wasn’t used to.

“Dear Spike,” he began to read, scrolling down the note line by line. “I am going to assume that you had another sneezing fit while visiting Rarity’s Boutique, and as a result, sent this impressive supply of raw materials to me.” A hot blush filled Rarity’s features as the words were spoken. Spike was too focused on the letter to notice.

“These mistakes happen, however, so please do not worry yourself about this. I have personally made sure that all items are accounted for before sending them back. Please be sure to give Twilight Sparkle my regards. And, please be more careful next time Spike. Sincerely, Princess Celestia.”

“This is simply… horrid!” Rarity yelled as the young dragon finished the letter. It earned confused expressions from the newly changed humans and young dragon, complete with tilted heads and screwed eyes.

“How is that bad?” Rainbow asked simply, hand motioning towards the supplies reaching well past her vertical waist. “The princess literally said not to worry about it. What’s got you so rung up?” The unicorn fixed the taller being with a vicious glare. The level of fear it was supposed to inflict was severely diminished due to Dash’s now vastly superior height.

“What’s wrong, Rainbow Dash, is that Spike and I have now intentionally lied to the princess for the sake of simple convenience!” Twilight Sparkle was alone when she gasped. Rainbow Dash just groaned. She already knew what was coming next.

“Oh no. Oh no. Oh no. Oh no. Oh no. Oh no.” The former unicorn quickly began to repeat, growing faster and faster and faster with every word she spoke. “This is terrible! What will happen if she finds out? Will she banish us for tricking her? Will she still let me be her student? Magic Kindergarten?”

Her hands ran up her face, fingers weaving through her lavender hair as the possibilities began to flood her mind. Rainbow Dash slowly drew her hand off of her face, letting it slide down coatless features as her annoyance slowly began to build.

Fortunately, she had experience with defusing these situations.

Turning to face her fellow former-pony, Dash gripped the woman by her shoulders, giving Twilight a slight jolt. She looked at Dash’s pink eyes, watching her stern and commanding expression. She knew what was coming next.

Rainbow pushed her head forward, mashing her lips against Twilight’s.

The smallest of “eeps” came from her mouth just. Her mind quickly queued in on what to do, however. Her hands traced Rainbow’s arms, slowly climbing the long limbs until her fingers were playing with the former pegasus’s rainbow mane.

A growl of satisfaction rumbled against her lips. It made Twilight giggle.

“I must say,” Rarity spoke as the two gave no sign of slowing. “While I am quite alright with the relationship between you two, please realize that you are not alone.” The reminder froze the two in place, eyes wide and momentarily panicked. They simultaneously twisted their heads towards the alabaster unicorn, who looked up at them with pouting lips, but curious eyes.

“Oh, there’s more.”

The sudden interjection of the dragon earned immediate attention from the girls in the room. Spike hardly noticed with his eyes looking over the last line of the message, scrawled significantly lower than the princess’s signature. He read it over with squinted eyes.

“P.S. I hope you don’t mind that I kept one of the yellow feathers within the parcel. My beloved sister told me that it matches my coat. Let’s call it even for the mishap. Deal?” Spike lowered the letter as he finished, his eyes looking towards Rarity as he spoke.

The mare had adopted a look of absolute satisfaction.

“Well,” she began, closing her eyes as she flicked her head. “That solves that problem.” On reflection, it wasn’t the wisest thing to say in the presence of the student of the princess.

“What are you talking about?!” Twilight nearly shouted at the unicorn. “You still lied to the princess!”

“Oh I’m not saying that Spike and I haven’t committed fault Twilight dear,” Rarity spoke with a wave of her hoof. “It’s merely worked out to be beneficial for both parties. Spike was a clever boy and used his magic to bring my materials here, and the princess helped herself to what she wanted. It’s like a trade among business partners. You don’t have to feel guilty for it.”

“But the princess doesn’t know that’s what we did!” Twilight continued, her hands motioning towards the still belt tied pile of clothes in the center of the room. “She thinks what Spike did was an accident. Not telling her would be lying.”

“You’re assuming too much dear, and I do suggest you take a deep breath. Too much stress isn’t good for the complexion, and without a coat, you and Dash need to worry about that even more.” Twilight pushed the palms of her hands to her forehead as the logic of Rarity’s mind continued to escape her.

“Hey Twi’?” Rainbow spoke to her… girlfriend as she placed her hand on the other woman’s shoulder. The lavender haired human gave her friend a critical eye from beneath her hands. “This isn’t a big deal. We’ll just apologize to her.” The simplicity of Dash never failed to impress Twilight. Her agape mouth was evidence of it. “The princess is pretty cool when it comes to stuff like this. Heck, she was alright with Pinkie Pie eating her cake right in front of her. I’m willing to bet she’ll forgive and forget about some misunderstanding, right?”

Twilight bit her lip as she listened to Dash’s words, one part believing, one part denying what she was saying. It never was easy for her to bend the rules, not without taking every precaution to make sure no pony was harmed in the process. This was all too fast for her hyper analytical mind.

But, under the promising gaze and touch of her beloved, and equally changed, friend, Twilight began to relent.

“Yeah, you’re right.” The former unicorn admitted, letting out a defeated sigh as she did so. She gave her rainbow haired friend a thankful smile afterwards. “Sorry, Rainbow. I just… it’s like lying to your parents, you know?”

“Believe me I know.” Twilight wasn’t sure how she should take the woman’s smile as she admitted to the actions of her past. “But that’s what forgiveness is all about. We’ll just write her up a letter and we’ll be all set.”

“Before that darling, we have a far more serious issue to deal with.” Rarity’s voice grew stern as she gave the taller women a glare of her eyes. It took a moment for the former unicorn to realize what she was talking about.

“Oh, oh you’re right!” Twilight nearly cried again. “Princess Celestia still doesn’t know what I did. She has no idea that I completely changed my species!” The looks of worry were beginning to show the tell-tale signs across her features. Before Dash could intervene, Rarity interrupted her.

“Not that!” The unicorn scoffed with a wave of her hoof. The confused look from Twilight couldn’t have been deeper. She understood the mechanics of Pinkie Pie’s mind more than she did what Rarity was referring to. With a small humph of disappointment, the alabaster mare waved her hoof in front of the two taller humans, gesturing to them both.

“Your clothes darling, your clothes!” She emphasized with a raise in her tone, an undeniably feminine whine coming from her lips. The comment was all that was needed for Twilight and Dash to reexamine what they were wearing.

“What wrong with this?” Rainbow asked as she motioned her arm over the blanket tied around her chest. Rarity’s gaze nearly matched Fluttershy’s Stare.

“You might not be a pony anymore, but I’d sooner light my boutique ablaze then allow either of you to strut around in what can literally only be described as… garbage.” The unicorn’s sharp eyes focused on Dash before the woman could speak. “And I’d sooner eat my mane then let you waltz around nude, baring yourself for every stallion and colt to see.” Twilight gave a heated blush at the suggestion, Rainbow snickering instead.

“W-Well…” Twilight began to speak, her fingers playing nervously with one another as she attempted to form words. Her eyes were focused on a book along the far wall. “I guess… it would be a good idea to cover up first…”

“But of course, dear.” Rarity spoke kindly, horn lighting up with magic. The belt around the goods behind her snapped, letting the materials give a light spring upwards as the pressure was released. A few select materials rolled off the pile, hitting the floor with a dull thump.

The unicorn twisted her lips as she began to levitate and drop different materials from the pile, dragging and dropping them randomly throughout the library. Twilight bit her lips as she watched the unicorn continue to work.

“Ah, here we are.” Rarity spoke with satisfaction, drawing a small rolled up piece of yellow tape. Her magic grabbed one end, unwinding the spool until it was as it’s longest length. “All good designs begin with their proper measurements, and now is no exception.” A smile grew across her lips as she spoke. “And I must say, it does appear as if you two have gained some weight.”

Twilight and Rainbow collectively groaned at the comment.

“Yeah, yeah, laugh it up Rare,” Dash spoke in exasperation. “We got a good two hooves taller, so now you get to make a fat joke. Glad to know you’re enjoying this.”

“Well of course Rainbow,” the unicorn admitted, smiled unfading. “It’s not everyday I have the chance to make these jokes with you girls, so I take them as I can. Now, lose those horrific garbs!” Rarity’s voice whined as she motioned towards the blankets still wrapped around the two women.

With a shrug, Dash reached up to undue the single knot hiding her exposed figure. Twilight was faster. She grabbed her fellow woman’s hand, holding it in place, as she stared at Rainbow in shock. The former-pegasus was only slightly annoyed.

“What’s the big deal, egghead?” She asked. “I don’t like getting measured for this any more than a stallion does, but-”

“Dash,” Twilight interrupted, “Hold on a second.” The rainbow haired woman’s brow rose as the unicorn spoke, confusion clear across her face. But then, her lavender haired friend looked at something else, and she followed her gaze. Rarity watched to stare at something outside of her vision, earning a hum of curiosity. She twisted her head to follow their eyes.

Their collective vision fell on Spike, watching with wide curious eyes.

Dash’s mouth fell open in understanding.

Fortunately for them, their unicorn friend was quick on the uptake

“Spike, dear,” Rarity spoke to the young dragon. “The girls and I are going to need some private time while we work on this. Do be a dear and wait in your room, would you?” As per requests that came from the alabaster unicorn, Spike was only too eager to agree.

“Sure!” he spoke, already moving towards the stairs. “Just let me know if you need anything. I’m always ready to help.” Rarity gave him a feminine smile as he walked up the curved stairs of the home, watching as he entered the shared bedroom and closing the door behind him.

“Now,” she began, lifting the tape measure above her head, eyes turning to the two barely clothed women. “Let’s begin.”

“These clothes itch.” Dash noted with an hint of annoyance as she adjusted the material draped over her arm. She pulled it back and forth, tugging it up and down her slender arm, succeeding only in coiling and tightening the tough fibers it was made out of.

“Well, I do apologize Rainbow. It isn’t everyday I have to design clothes on such short notice, let alone for ponies that aren’t… ponies.” Rarity responded with a hint of annoyance. Her focus was elsewhere, however, currently, stitching up the last seam of a lavender skirt, an eager Twilight just beside her. It was the last article she needed before she could be considered fully clothed.

“Yeah, yeah I hear you.” The former pegasus acknowledged with her usual passive acceptance, still struggling with the tight jacket fitting over her upper body. “But oh colt, does this feel weird! It’s like I got my fur back, but now it’s ten pounds heavier and tighter than my skin.”

“Do take care not the stretch the material too much. I would hate to rush back here and be forced to retake your measurements again.” That caused a whirl from the newly clothed woman.

“Why would you have to do that?” The unicorn turned her head to give her rainbow haired friend a very coy smile.

“Punishment dear, isn’t it obvious.” Dash bit her lip at the remark.

“Calm down Rainbow,” Twilight spoke up for the first time, admiring the clothes she currently adorned. Dash wasn’t sure if it was the rewiring in her brain, or just the hormones she was usually running on, but Twilight did look amazing.

A long purple sweater was draped over her torso, running from the base of her neck, to the edge of her waist and down the length of her arms. It was a little baggy, no doubt for warmth, and a shade or two lighter than her hair, but it was detailed with small white dots around its surface, in a somewhat random pattern.

Around the rest of her neck was a purple scarf matching the strands of her hair, in more ways than one. It had both the same color, and nearly the same length. What made it a bit more eye-catching than the sweater it fell over were the bright stars stitched into the material, far larger than the simple sparkles on the rest of Twilight’s clothing.

Along her legs, Twilight had a pair of socks that ran well past the height of her knees, color matching her hair and undecorated with anything but proper stitching to keep them tight and secure. The only other article of clothing in sight of Dash was the skirt Rarity was finishing.

It was a shade between her sweater and scarf. It had similar sparkles as the heavy piece of clothing Twilight wore over her shoulders, but they white was a little easier to see against the dark violet.

Dash watched as Rarity’s magic expertly guided a thin needle around the base of the thin material, stitching shut the hem of the skirt for the former unicorn, preventing the material from undoing itself. With a small flick of her head and mane, a small knot was formed in the near invisibly thin thread she was using. It was pulled taut by another hum of power, and the outfit was complete.

The only thing Rainbow hadn’t seen was the choice of underwear Twilight had gotten. Rarity made it absolutely clear that they both had to cover that up, and they Dash be out of the room while it happened. Twilight didn’t argue, despite Rainbow doing just the opposite.

“Not bad, not bad.” Rarity muttered as she gave her lavender haired friend her own once over. “It matches your hair, goes well with that… pasty skin, covering up most of it well, and it should be a sufficient replacement for your coat. Easy on the eyes too, as always.” The unicorn gave a nod of approval. Rainbow did as well.

“Yeah, I’d say so, too.” Dash’s words earned a hot blush from Twilight, her head twisting with a stuck up nose. Her long lavender hair swung, with her head, haloing her like some kind of shy angel. Rainbow found her eyebrows lifting with both curiosity and satisfaction.

“Now, now Rainbow,” Rarity spoke up at the former pegasus. “My threat of doing this all over again still stands. As much fun as it is for me to see you tied down and desperately asking for me to stop, I have far too much work on my hooves to possibly design you and Twilight here a new set of clothes, at least not for another week or so.” Dash saw the light bulb turn on in her friend’s eyes.

“Uh, Rarity, you okay?” Instead of responding to her rainbow haired friend, the unicorn turned to look at her other friend, clothed in lavender.

“Twilight, dear,” she spoke politely to her friend. “Do you mind if I borrow Spike for a day or two? I am simply going to be too far behind to possibly catch up on all my orders by myself, and he is such a dear when it comes to helping me with the little things.”

Twilight blinked twice before bending down to match her friend’s height. The same caring and thoughtful smile was on her lips, telling Rainbow what she was going to say without a breath of air.

“Of course Rarity. That is, as long as he wants to, but I usually have to think of excuses to get him away from you.” The two giggled in front of one another, the human lifting her hand to her mouth to cover her lips as Rarity did the same action with her hoof. Dash just rolled her head. Composing herself with a small cough, Rarity lowered her hoof back the ground as she gave Twilight a thankful smile.

“Very well dear. I promise to also put him to bed and feed him well. He is a growing boy after all, and he does need his rest.” Twilight gave a nod of agreement. Turning in place, Rarity made her way to the stairs, quickly trotting up the steps and to the door Spike had confined himself behind. A few short knocks and she entered the room, leaving Twilight and Rainbow alone.

Twilight gave her former pegasus friend a once over, noting not for the first time just how well she fit into her… “too tight clothes,” as the rainbow haired woman had put it.

Rarity had chose to use faux leather for the athlete’s clothing, holding no fantasies that Rainbow would treat her clothing with care or proper management. She had, however, dyed the material an early morning blue, complete with small fluffs of white hair along the joints of the clothing, increasing the ease of movement for Dash.

The unicorn had made Dash a jacket for her upper body, knowing full well that anything with slack would only annoy the former pegasus to no end. The sleeves ran and ended at her wrists, but dropped to only just past her ribs, giving full exposure and view to the well-defined abs Rainbow was doubtlessly proud to have. The same faux fur that replaced the faux leather by her elbow was also used unsparingly around the collar of her jacket, almost giving Twilight the impression her head was resting on a cloud. It was very likely what Rarity was going for.

Her pants were nothing spectacular, much like Twilight’s stockings. They were short, beginning at the rainbow haired woman’s waist and ending just past her knees, disappearing into another soft cloud of white cotton, the same material that decorated her elbows and hood. That’s when her socks emerged from beneath the billowy material. The silk of her socks, however, alternated the colors of the rainbow all the way down to the tips of her toes.

It was clear, however, that Rarity was unsatisfied with such a simple design. Though the pegasus was facing her, showing off her blank white shirt under unzipped jacket, not to mention the near mouth-watering toned muscles of her stomach, Twilight knew there was Rainbow’s trademark rainbow lightning bolt across the back of her blue jacket, nearly double the size of the one that used to adorn her flank, but no less mesmerizing. Rainbow had nothing but good words to say when Rarity stitched it in.

All in all, Rainbow looked just as jaw dropping and beautiful as she had as a pegasus. That thought gave Twilight something else to think of. Was that an apt comparison? Her previous pony body with her newly crafted human form? It was a hard judgment to make, given the necessary rewiring her brain had to undergo in order to ensure that she and Rainbow wouldn’t act like ponies in a foreign body. Ironic, because that was what they were.

“Like what you see, egghead?” The sudden catcall from Rainbow jolted Twilight from her thoughts. She felt blood rushing to her cheeks at the words, the heat only intensified by the coy and confident grin Dash was giving her. That was when she began to appreciate the beauty that was just… Rainbow Dash.

Her hair, curled in such delicate strands, waving down her head as if to frame her face. All the colors of her namesake expressing every emotion Twilight felt for the woman. Her pink eyes were small, but they bore enough heat and attention that Twilight couldn’t look away from their gaze. Then her lips, stretched outwards to reveal her pearly white teeth, held further to one side of her face then the other, giving that signature grin Twilight would be able to recognize in any form.

It really was odd. As a pony, Twilight had found none of the features of a human to be erotic or stimulating in the slightest. No matter how much Dash pushed onto her the idea of having more dexterous fingers, longer tongues, more slender frames, or greater flexibility, Twilight couldn’t get into the idea of being one. They seemed too… alien to her. But now, she couldn’t look at Dash without drool pooling in her mouth.

She had to make a note of this.

Twilight twisted on her heel, quickly snatching at a paper and quill set on of the tables in her home. She marveled briefly on how amazing it was, being able to hold the quill in her hand without the aid of any magical aura. Just a simple flexion of muscles operated with astounding precision. That deserved a note as well.

“You’ve got to be kidding me?” The disbelieving tone of Dash reached her ears as the quill began to scrawl across the parchment of paper, writing her quick and hasty observations about her new form. “That’s what you jump to doing first?”

“Of course!” Twilight spoke back with more enthusiasm than the pegasus thought she would. “I’ve gained a new form while performing intricate magical spells to optimize both our brain functions to operate with the same motility and urges as humans do. I, we, can literally prove or disprove every theory about how humans think and act.”

“This sounds way outside your field egghead. I’m pretty sure there’s another unicorn in town who’d be all over this.” Twilight heard Dash approach her, feet lightly slapping at the ground as she walked forwards, dulled by the rainbow-striped socks she wore. “Look, I know you’re all about learning new things, but… wouldn’t it be better to actual do something first?”

“But we already have. I mean, think about it.” Twilight began, twisting her head to give Rainbow a look of wonder before she returned the page below her, scribbling across it without grace. “I’m far more modest than before, literally unable to face Rarity until I was wearing something, our mobility has increased substantially while standing on our legs, our only pair of legs, to the point where walking with our hands just feels wrong. That’s not to mention what you said earlier. What was it now?”

Twilight’s quill lifted from the page, tip of the feathery instrument flicking back and forth over her chin in thought. She gave herself small chills as she tickled herself with the object. It was one of the first things Dash had said after the smoke faded and their forms clear for each other to see. After, of course, the screams of panic and surprise. What was it?

“Need a reminder?”

A high gasp was drawn from Twilight’s lips.

Rainbow was pressing against her back, letting all of her weight push down on the less athletic woman. Twilight braced herself on the table, arms flexing with all their might to keep the two from falling down. If Dash noticed, she didn’t pay any mind. Her mind was elsewhere, but from the way her hand were moving, not too far.

“It was right after you ran a hand down my arm testing to see how smooth it was without a coat.” Dash mimicked the action she spoke of, letting her hand glide down Twilight’s lavender sleeve. It wasn’t as chilling as she knew it would be if Rainbow had been stroking her bare skin, but the sensation combined with her caught helplessness made fighting off the feeling rather difficult.

“D-Dash.” She stuttered out, hoping to give a command forceful enough to tell the woman to get off of her. If she had her magic, even the tiniest amount of it, she’d be able to push the former pegasus off of her with ease. But with her newfound humanity came a sudden loss of magical capabilities.

It was something she honestly thought she’d mourn, like losing a limb from her body. Much the same thought passed again when she noticed her marefriend, now turned girlfriend, missing her precious and well cared for wings. But instead, neither minded. It was an inconvenience, to be sure, but their minds were melded so well to their bodies, adaption was quick.

Said mind was screeching at her to take note of all these observations.

Rainbow, however, wasn’t letting up.

“I remember giving a gasp, sucking in a breath of air so fast it made you jump back in fright.” Twilight had already done that, but jumping back was rather hard with a body lying on top of you. “Then you remarked on just how smooth I felt beneath your fingers. You were surprised to even hear yourself refer to them as that so quickly.”

Twilight wasn’t sure if the blush she had was from the woman lying on her, the hand playing with her arm, or the reminders of just how childish she had acted in the moments after the spell had been cast.

“But after you touched me, I got curious. Good thing I’m bolder than you, because you touched my arm, I touched… a bit lower.” As she spoke, Dash’s hand trailed up Twilight’s sleeve before slowly descending down her chest, passing over the lavender haired woman’s chest slowly tickling at her stomach. Even with consideration of the sweater she was wearing aside, Dash’s touches felt nothing short of electric. Her abdomen muscles twisted and writhed under her touch.

Then Twilight’s breath hitched.

Dash’s hand had finished its descent down her sweater. Now her fingers were lightly playing with the edge of it, flicking the sewn material in a taunting rhythm. For each measure they finished, the purple article of clothing drifted higher and higher up the former unicorn’s body.

When it was just high enough, the athletic woman’s fingers settled over the smooth skin of Twilight’s stomach. The touch drew an immediate breath of air from her, back arching in a vain attempt to stay away from the invading fingers. But, up against Dash’s body, there wasn’t anywhere to go.

“D-Dash… st-st-” Twilight’s lungs refused to release the air to speak. She could feel the smile of the woman behind her. It made her want to growl.

“Nu uh,” Dash childishly spoke, whispering the words like a dark terrible secret into Twilight’s ear. “You wanted to remember what I said and what I did.” The former unicorn whimpered as she felt something hot and slick rub over her ear. It was followed closely by a gulp from behind her.

“So let me continue,” Rainbow teased again, her fingers sliding down the flat stomach of Twilight once more, flipped so her nails dragged over the surface. Twilight squirmed uselessly against the chilling touch, goose bumps rising from the trail left behind by the former pegasus’s hand.

It didn’t take a mind like hers to know that Dash was teasing her, mocking her for thinking of something analytical after an event that was sparked by emotion. Now she was holding the prize in front of the former unicorn, tangling it like the tantalizing prize that it was. These feelings, these actions, these reactions were all possible only due to their transformation into something else other than a pony.

Twilight desperately wanted to write down everything she was experiencing. Dash wasn’t giving her an inch of room.

Her legs snapped together as she felt something snake between them. It didn’t take more than a blink of her eye to know what it was.

“Relax Twilight,” Dash told her, more like ordered, to do. “This was right where we were before… before…” Her voice trailed and away from Twilight’s ear, her touching grown softer and softer as well. Confusion, and a bit of disappointment, ghosted through Twilight’s body before her mind was finally investigate why her rainbow haired girlfriend had stopped.

With just a small twist of her head, the answer became all too clear. Far too clear.

There were two pairs of eyes watching them. Both were wide, but one curious with the other horrified. Twilight wasn’t sure which she was more embarrassed by.

“Hey… Rarity… Spike…” Rainbow spoke with about as much ease as Fluttershy did walking through a crowd. Twilight could feel her face heating with embarrassment. A rogue thought told her to twist herself around in Rainbow’s grip and hide herself in the woman’s chest. Unfortunately or not, that would have required showing off just how “deep” Dash was into her skirt. Human or pony, the situation was… unwanted.

“Hey girls, you alright?” The unfathomably calm voice of Spike asked the two, still staring upwards with unblinking gazes. Neither were sure of what to say. “You look like you did after Twilight cast the spell. Did something go wrong?” Whether it be for hiding her annoyance or keeping herself from screaming, Rainbow placed an oversized smile across her unpainted lips.

“Two for two, Spikey Wikey.” Dash muttered through clenched lips. Twilight hoped she was the only one who heard the words. But like most of her hopes, it was dashed, pun intended.

“Two for two, about what?” Spike asked, twisting his head in clear confusion. Twilight refused to speak, already red as a tomato and thoroughly sure anything she had to say would only make the situation worse. Fortunately for her, her unicorn friend had wise words to speak.

“Oh, just surprising them Spike.” Rarity spoke with what both women could only describe as well rehearsed feigning of ignorance. “You know how shocking it can be when somepony stumbles upon you when you’re least expecting it.” The baby dragon opened his mouth ready to ask a question Twilight was sure would damn the clever words Rarity had spoken. The mare, however was faster. “But come along now then. We have much work to do at the Boutique, and we wouldn’t want to disturb Dash or Twilight, would we?”

“Of course not!” Spike spoke with a, perhaps, too energetic tone. Without another word, his little legs carried him down the steps and to the door, claw already reaching upwards for the handle.

Rarity was close behind him, trotting with the ever-elegant nature she enjoyed to carry. When they stood side by side, Spike opened the door for the unicorn mare, earning a delightful giggle of appreciation.

“Oh, do go first Spike. I have to exchange a few words with Twilight and Rainbow dear before I head off to continue my… our work. We wouldn’t want to be disturbed, now would we?” The dragon gave a small twist of his head before nod of affirmation, walking out the door. The unicorn took the chance to shoot the two humans a vicious and chilling glare.

“You two are behaving like school yard fillies going through puberty!” Her voice reprimanded with tone she hoped felt like a slap. “As I said before, I care little at all for what you two do behind closed doors, but do make sure there are no others behind those doors when you are… active! Honestly, he’s just a wittle baby.” She ended with a mutter, tossing her head backwards, flicking her mane as she did so. Rainbow and Twilight watched on, scared stiff by her words.

“You can pay me at a later time for the clothes, but this will be the last time I perform an emergency house call if you two… tarnish those robes with your activities.” She let the implication hang in the air as she turned tail and walked from the door, horn glowing as she did so. The library’s main entrance shut behind her. The slam of wood felt like a bell, prompting Dash to release Twilight.

The lavender haired woman spun on a bit, facing her rainbow haired companion with a look of fury. Dash was caught between cooing at how cute she looked and nervously backing away. Wisely, she opted for the later, raising her hands upwards as she did so.

“What were you thinking?” Twilight spoke with a growl in her voice, putting her hands to her waist as she spoke. The moment Dash opened her mouth to speak, she spoke again. “Sorry, I misspoke. Why weren’t you thinking?” Rainbow’s mouth shut instantly.

Twilight took the opportunity to stalk closer to her human friend. Her footsteps shook the wood of the library with each step. Dash took smaller steps backwards, retreating from her quickly approaching friend. She could feel sweat running nervously down her face with each motion she made. It made her clothes cling harder to her skin.

“Honestly, the first thing you think about when we change is sex. The first thing you want to do after we get clothes is have sex. And to top it off, you don’t even care that Rarity and Spike were in the same house as us, while you were trying to force me into sex!”

“Well,” Dash began cautiously, voice already shaking as it left her. “That was the reason why you wanted to try the spell…”

“Incorrect!” Twilight’s declaration gave Rainbow a jump in her skin. “You wanted to try the spell because you wanted to see what else we can do in bed. Surprise Rainbow! You’ve been hitting on me everywhere but the bedroom!”

A moment of silence followed her words, the former unicorn panting at her spiel. Rainbow watched her sweater rise and fall in tune with her chest. She couldn’t stop herself from saying what came to her mind a moment later.

“Is that an invitation?”

Dash ran up the stairs before Twilight could throw the nearest pillow at her.

Time, to Rainbow, wasn’t usually a thing that mattered. She either wasted it with sleeping day and night, or burned it with hours of training and cloud management.

Time was a way to keep track of schedules and nothing more. It didn’t determine how good you were at something, and it certainly didn’t dictate your level of dedication to a subject.

That was her reasoning for why posing in front of a mirror for the past few hours wasn’t odd in the slightest.

In truth, she was too enraptured with how she looked. Taking Twilight’s words and Rarity’s measurements for what they were, the former pegasus still enjoyed seeing things for herself. Her own body was far from an exception.

It was fun watching her legs twist and bend in ways her joints previously couldn’t, marveling at the sheer dexterity of her new fingers and hands, and even appreciate just how hot she looked with the blue faux-leather apparel Rarity had custom made for her.

She cocked her hip to one side as she flashed herself her signature grin, putting a hand along her waist as she did. Being human may have been new to her, but she was sure, if there were any other humans around, the look would have said something along the lines of ‘You wish you looked this good’. Dash was glad she did look this good.

Rainbow’s posture shifted, her weight moving from one leg to the other. It was accompanied with a flick of her head and a crossing of her arms, the faux-leather giving a small groan as she made the action. When her rainbow locks settled over her forehead, she could see out of only one of her eyes, but the effect was worth it. With crossed arms and a fierce hidden gaze, all punctuated by a confident coy smile. This pose was all about showing off. ‘Try me and you’ll regret it’ was all Dash could hear the position say. She felt good looking this way.

Then she turned around, giving the mirror a full view of her back, complete with her enlarged cutie mark engraved onto the back of her sweater. She loved the way it looked. Rarity really outdid herself. But then, a sly thought ran through the former pegasus’s mind. Slowly, she arched her back, pulling her head backwards as she pushed her chest forwards.

Her position ended with her butt closer to the mirror, the pants she wore hugging her legs so tightly that very little was left to the imagination. It didn’t help that she had let her lower lip slip between her teeth, giving her another pose she just couldn’t look away from. The last two would tell anypony or human that she wasn’t to be messed with. This one… there was only one word that described it.

“Fuckable.”

Her lip slipped from her teeth and stretched into a heated grin at the word. That was when Rainbow decided it was time to head back downstairs, carefully of course. It took a few strides to reach the door, but a very gentle grasp and twist of the knob to open it. From here on out, she needed to be quiet. There was no telling if Twilight had calmed down yet, and she wasn’t in the mood to run back upstairs. Not alone at least.

Staying close the wall and out of sight, Dash crouched to avoid seeing over the railing. The last thing she needed was Twilight looking up and throwing more objects at her. It took only a few shuffles of her feet before she made it to the stairs.

Her steps were taken in slow descents, each foot slowly flattening on the plank of wood before raising the other to proceed. Her socks made the sound near unnoticeable, and her heightened dexterity made the motions all the easier. Not for the first time, and hopefully not the last, she was enjoying the benefits of having a human body.

When she reached the last step of the stairwell, she turned to see just what Twilight was doing.

The lavender haired woman was posing in front of a mirror.

Dash’s jaw dropped.

She blinked once, then twice, then rubbed her pink eyes to clear any illusion she might have been witnessing. But no matter how many times she forced her vision to reset, she was continuously met with the same sight, changing only slightly with every flutter of her lids.

Twilight leaning on one leg, bending at the hip. Twilight with her hands locked behind her head, pushing her chest forward. Twilight putting a finger to her puckered lips, leaning into her own reflection.

Twilight… Twilight doing everything to a reflection that Rainbow wanted to see!

“Hey, Twilight.” The lavender haired girl stiffened at the voice.

It was Rainbow, no doubt or question about it. The same Rainbow she had sent running up the stairs of the library with a pillow as a weapon. The same Rainbow that had been teasing her with words, touches, and actions sent the moment they both changed. The same Rainbow who had just caught her experimenting with emotional stimuli in response to certain human postures.

But it wasn’t the same Rainbow, not exactly.

This wasn’t just Rainbow trying to get her attention, not to tell her or show her something. No, Twilight could recognize that tone from Dash anywhere. The drop in volume, the slow pronunciation of each syllable, the gentle almost soothing fall at the end of her words. She knew exactly what the speech pattern meant.

Rainbow was in control. Bad things happened when she was in control.

“Dash.” Twilight turned, already on the defensive for what she knew would be her slowly approaching girlfriend. “Hold on, this isn’t what it looks like!”

“It isn’t?” Dash asked again in that same overly-confident tone, slowly stalking towards the former unicorn with her arms crossed. “Cause it looks to me you’re just enjoying the sight of your body. You know, the exact thing you got mad at me for a little bit ago.” Twilight felt a ball of unease roll down her throat before turning into lead in her gut.

“That’s… that’s not right! I-I was just… just testing the limitations in our increased motility.” The lavender haired woman twisted her torso as she spoke. With her hands raised to her shoulders, palms facing outwards in a pitiful look of defeat, Twilight looked about as confident in what she was doing as Applejack did inside Carousel Boutique.

Rainbow let her soft confident smile slowly surface over her face, licking her lips with an undisguised look of anticipation. Twilight felt her ground slowly eroding away.

“Now Dash,” she attempted to speak evenly, but it came out as shaky and imperfect as her first kiss. Twilight began to take slow steps away at the slowly approaching rainbow haired human, stalking her like a timber wolf would hunt its prey. “You… You need to controls yourself. Remember what Rarity said about control. We can’t ra-AH!”

Twilight was cut off from her speech with high shout of surprise. She fell backwards, tripping on something she couldn’t see, landing butt first on the floor. The pain was non-existent, most likely due to the large increase in adipose tissue around her rear. She had all of a breath’s time to realize she had fallen before her breath was taken from her again.

Dash was already on top of her, kneeling in front of her with a possessive look in her eyes. Her hands had disappeared somewhere beneath Twilight’s skirt.

Time stilled as she felt that familiar touch, that ghosting presence her rainbow haired compatriot loved to perform. She gave small sensual flicks against Twilight’s skin before trailing off and leaving only a memory of their heavenly touch. Twilight had the very definition of a love-hate relationship with the experience.

Nevertheless, The former unicorn couldn’t see her intruder’s hand. All she could see was the wooden ceiling above her, head craned backwards with the turbulent wave of pleasure that seeped up her body. Her breaths were taken in gasps.

She could feel the warm delicate fingers of her friend moving between her legs. They danced around her knees, her fingers individually dancing atop her sensitive skin. Each one of them slowly touched her, traveled an immeasurably small distance across her body, then lifted up again, only to descend somewhere else. The touches were so small, and they were in a place as insignificant as her knees, but to the girl currently trying to hold in moans of pleasure, they may as well have been inside of her.

Twilight’s eyes rolled downwards, just enough to let her purple eyes settle on the only other woman in the world. Rainbow was smiling seductively at her, rainbow colored strands of hair curling around her face, framing her image like a million bit portrait.

Her eyes shot upwards again, rolling into her head as Rainbow’s fingers travel further upwards, slowly circling her bare inner thighs. The touches were just as gentle as those from before, but now were twice as smooth with doubtlessly ten times the effect on her hormonal output. Twilight’s jaw shook with the loss of control.

“Not what, Twi?” The same aroused tone came from Dash, this time laced with a small amount of teasing. Like a hint of vanilla in a chocolate chip muffin. “You don’t want me to do… this?”

Twilight felt the small digits beneath her clothes travel lightly against her skin, shocks of lightening coursing through her. Her breath caught and died in her throat, her thoughts barely gaining form beyond the acceptance of how good Dash’s touches felt.

“You know Twilight, I’m not as dense as the rest of the girls like to think. You know that though, right?” If the lavender haired girl could have responded, she doubtlessly would have agreed. But with her back arched and breaths left to whimpers, it was hard to respond in anyway. “They like to think that I forget things easily, or that they just go right over my head. But you know better than that. Don’t you?”

“Y… Y-AGH!” Her short word of agreement was silenced by another wave of pressure. Dash’s fingers had travel higher up her thigh. Her other hand had slowly joined her first, both moving beneath her skirt with only one purpose to fulfill. Twilight didn’t need even a thought to know what they were trying to do.

Twilight’s hands, shaking with the pleasure she felt, slowly moved into the air above Dash’s invading appendages. When they hovered above her skirt, she forced her hands down, trying to catch the wicked fingers that were teasing her. She felt them, momentarily, still shifting and dancing against her inner legs. Twilight’s hands tightened, trying to get a grip on them.

Dash’s hands flicked them aside from beneath her skirt, pushing off them off like they were nothing

She was too strong for Twilight to stop.

“Sorry Twi,” she huskily spoke to her again, hand growing even more daring as she spoke. “But right now, I want to enjoy you. All of you.” That was when daring became too weak a word to describe the power Rainbow began to display.

Swiftly, just like her name, one of Dash’s hands came out from beneath Twilight’s skirt. The loss of her touch was immediately apparent, and a whimper came from her lips before she realized it. However, before Twilight could make move, Dash’s hand traced around her sweater, moving over the thick material with a possessive touch.

Twilight was barely aware that she was being lowered backwards, her view of the ceiling slowly dropping until her eyes read the backwards spines of the books along the far wall. Her head slowly touched down on the wood floor, forcing her head to upwards again. This time, however, as she tried to look up, her view was blocked by the other woman leaning over her.

Dash had one hand still beneath her skirt, playing with her thighs in a manner close to tickling, but too close to teasing. Her other arm was still wrapped around Twilight’s back, keeping the lavender haired woman close and caught between the floor and the woman above her. She didn’t know if the heat she felt was because of the sweater she was wearing or the extreme level of closeness the two were demonstrating.

The answer became obvious as she felt Dash’s lips against her neck.

Twilight took in a slow cool breath of air as the hot wet lips of her mate began to decorate the delicate skin around her throat. Each small peck was placed on her with tender love and extreme care, treating her like a fragile doll. Her breath may have entered her to cool her body, but each molecule of air that left her was hotter than the surface of Celestia’s sun.

Dash continued to adorn Twilight with small wet pecks from her lips. Each placement of her lips was left with a small pop as the suction she left was released. Red spots began to grow over the woman’s throat, small hickeys that marked Twilight as hers, just hers, forever hers. She lifted her head to look down at Twilight, marveling not for the first time how beautiful she was. That was a partial lie. She always knew Twilight was gorgeous, but this was the first time she really admired her as a human, both of them as human. She was no less breathtaking.

Rainbow let her head fall into the nape of Twilight’s neck, mouth and nose burying into the woman. She took a deep breath of air, savoring the scent of the mare she had fallen in love with. Not a mare right now, not even a pony, but they still both had the same smell. A small amount of sweet, mixed with the age of books, and all covered with the strong odor of tree sap, no doubt from spending so much time in a library made from a tree. Dash could safely say she loved that smell.

Planting another patch of kisses over Twilight, Dash slowly removed her hand from behind the woman, letting it slowly trail down her body. Rainbow heard Twilight whimper above her, breath shaking with want and need, the same desire they both seemed to share. Dash could feel the moment her fingers stopped trailing over Twilight’s sweater and when they began to run down her skirt, already hiked up thanks to the efforts of her other hand. As soon as her hand made contact with Twilight’s bare thigh, she felt the woman stiffen beneath her. It brought a familiar sense of pleasure to the former pegasus.

“Yeah, this is hot.” She muffled into the woman’s neck, savoring another deep breath of air carrying Twilight’s scent. “Everything is, like, a hundred times more sensitive. It’s just so much easier without having to mess with all that fur. Don’t ya agree, Twi?”

Rainbow twisted her head from the woman’s neck to see her face. She was met with Twilight’s jaw hanging open, visible hot pants of air leaving her lips as a small trail of drool ran down her cheeks. Her eyes were all but shut, eyes rolled backwards as Dash’s gentle touch continued to assault her in unending waves. It made the rainbow haired woman smile.

“Yeah, I thought you would.” Dash muttered as she began to flex her back. Her head ran over the woman’s top, nose and face dragging through her lavender sweater, already matted and damp with sweat. Rainbow savored every little bit she touched. “But I think we have to start going a little further than just tickling, huh?” The only response Twilight was able to give was a small break in her breath, lips shutting as she tried to speak, but forced open with a gasp. Rainbow could only smile.

“I know you’re already a little weak in the limbs.” Rainbow joked as she continued her descent down the woman’s body, the edges of the sweater already crossing her vision. “But you might want to find something to hold onto.” The rainbow haired woman lifted her head slightly, letting her eyes look over the purple and lavender striped skirt her friend wore. She could see her fingers rippling beneath the thin material, still keeping the woman more than occupied with their movements. But it was time to up the ante, as she would have liked to say.

She let her fingers trail down the tender inner legs of Twilight, drawing a shiver from the lavender haired woman. Slowly, her digits began to lift off the woman’s legs, coming out from beneath her skirt. But Dash wasn’t done. Once her fingers were far enough out, she let them lightly grip the hem.

With a small flick of her newly developed wrists, the material flipped upwards, folding over Twilight’s sweater and revealing the small downy prize to the very eager woman. Rainbow felt her tongue run over her lips.

Rarity had done another well-detailed job in designing their clothes, just like always.

A small tight bundle of cotton was wrapped around the small mound between Twilight’s legs, snaking between her thighs and around her slim waist. It was a light pink, just like the lone strand of her hair that streaked through her lavender mane. It was decorated with small white dots around it, giving Rainbow the unnecessary illusion of her prize.

Her hands slowly began to travel back up the woman’s legs, letting her touch ghost and tickle the already sensitive skin. She could hear Twilight attempting to breath above her. She had to wonder what was going to happen when the really got moving.

Carefully, Rainbow let her hands wrap around the former unicorn’s hips, feeling the elastic of the skirt stretch as she snaked her way in. Her fingers slowly threaded themselves into the elastic silk, savoring the heat that lingered just beneath where the material touched.

Her arms flexed, slowly dragging her closer and closer to the ever tasteful prize of Twilight. This time, however, the prize had a twist to it, and Dash was eager to see just how different it was. Head leaning forward, she gave a long deep sniff of the cotton material, enjoying the scent of Twilight’s sex fill her nostrils and descend through her body. She gave a heated sigh of pleasure as she did so.

The breath of air drifting over her snatch was apparently too much for the former unicorn.

Before Rainbow could speak or utter even a syllable of surprise, she felt the fingers of the woman she was sexually aggravating thread into her rainbow hair. A millisecond later, her head was pulled forward, nose and mouth burying themselves against Twilight’s mound. The high whine of need didn’t escape Dash’s ears, even with a face full of arousal. Rainbow smiled.

“I did say hold on.” Rainbow muttered, caught between smiling and laughing, but unable to do either with her own arousal beginning to overtake her. “I just didn’t think you’d want me to dive right in. Then again, the customer does know best.”

If the lavender haired woman had breath or thought to quip at her lover’s poor pun, she didn’t have a care to act on it. All she knew was that she was hot. Extremely hot. Hotter than the first time she had entered heat.

When she felt Dash’s tongue roll up the cotton material of her panties, she felt like a filly having her first wet dream all over again.

The slow draw of the wet appendage over her cotton panties released what Twilight could only describe as little sparks of lightning through her entire body. Drawing over her shielded opening, teasing her with that slow sensual curl of Dash’s tongue, Twilight was sure she was going to lose her mind.

Every book she had read and every spell she had mastered would be chased from her all to make room for the unending amount of pleasure that was electrocuting her afferent nervous system. Yet, she couldn’t care at all.

And when the wet appendage flicked her clitoris, Twilight let out a scream so high in pitch, her newly formed ears couldn’t comprehend it.

“Twi,” Dash spoke between licks. “You taste great.” The rainbow haired woman went back to teasing her without another word.

Twilight always had been a patient mare; willing and understanding that true rewards came from hours of work and not minutes of wishing. But the further Dash pushed against her, and the harder Twilight gripped her, she began to lose that precious virtue.

The former unicorn’s teeth started to play with her lips, fruitless attempts to quell the moans and whimpers of pleasure that continued to roll and travel up her throat. Every small dot, flick, and lick the rainbow haired woman gave to her earned another sound of incomparable pleasure to her.

As a pony, she would have doubtlessly been entertained, feeling her heat growing with the activities that Dash was currently doing to her. As a human, it felt like she was being kept at the edge of pleasure, unable to jump in.

Twilight could imagine a hundred non-too polite words for that thin piece of fabric that was keeping Rainbow’s tongue from doing more than teasing her. But no matter how much harder Twilight pulled Dash into her, the clearly superior strength of the athlete kept her back.

Twilight was at Dash’s mercy, and Rainbow knew it.

“How bad do you want it Twi?” The question came between two licks, each carefully rolling over the small nub of flesh hidden beneath her now soaked panties. Twilight gave a grunt before a quick shout of ecstasy. The question didn’t even faze her. “Do you want me to really get in there? To show you just how talented I can be with these new digits?” Rainbow let her fingers drum across Twilight’s waist, only reminding her that they were there.

The lavender haired woman’s breaths were deep and hot, nearly scorching in temperature. She just made out the words Rainbow was speaking, hearing the cold demand they were giving her. If she weren’t already worn and heated, it would have sent a chill down her body.

“I…. I-I,” Her voice shook as she tried to speak, the need for air still too great. This was going to be harder, and hotter, than she ever imagined.

A rogue thought ran to the back of her head to remind her to make a note in the future about the advantages of this human reproduction. The absolute heat of the moment was probably so great that it could effectively solve the theoretical problems with disinterest between mates in a herd.

“Yeah?” The single question word was spoken to her, dragging Twilight’s pleasure addled mind away from future notes to form. “You what?”

“I-I…. w-w-w… w-waaantt-t,” Twilight took two deep breaths, releasing them with forced exhalation. Her legs were starting to quiver with need. Rainbow really was waiting for her, and it was getting bad. “Y-yooooo…” Her voice trailed off as Dash gave her mound a small flick with her thumb. It made Twilight’s eyes clench.

“I what?” She asked in all too mocking tone. A small spark of anger churned in Twilight, asking her to pull on the Rainbow’s hair again, trying to guide her back down. All it did was just make her arms shake against Dash’s still vastly superior strength. She wasn’t going to move unless she wanted to. “You want me to eat you out? To leave you gasp for breath and begging for more?”

“Y-Ye… Yeeee….” Twilight’s teeth kept clenching before she could finish. “E-eat me…” As she spoke those words, the unseen barrier of her desire was crushed, letting the need for air become secondary to the demand for pleasure. Rainbow watched the change with unabashed delight.

With her eyes clenched tight, her mouth, framed with drool, taken back in a scowl, Twilight began to nearly shout her need.

“Eat me, screw me, fuck me, make me your bitch, tear me apart and leave me wanting more. Celestia damn you to Tartarus Dash, if you don’t make me scream with pleasure I’m going to ride you like a stallion until you’re left numb and helpless!”

Rainbow had never heard anything hotter in her life.

“I’m on it Egghead.”

Before Twilight could say go, she felt something slip inside of her.

She sucked in a breath of air fast enough to create a vacuum. Her muscles clenched together, shocked and stunned by the sudden entry of something foreign into her. It was small, doubtlessly a finger, Dash’s finger, slipping right into her most precious area with only minimal resistance.

As a pony, Rainbow had pulled the same stunt with any number of toys they had collected over the months they were together, not including the influence of magic, horns, or other random materials they felt would satisfy their heat cycles.

As a human, however, she felt that same area was at least ten times tighter and a tenth of the size smaller. Therefore, by simple calculations of surface area and resistance, in combination with neuron activity, everything that went into her felt hundred times more amazing.

Dash seemed to pick up on it quickly.

“I really got ya with this one, huh Egghead?” The mocking tone was husky against the lavender haired woman’s inner thighs, damp with sweat and musk, two things Rainbow constantly associated with success. Be it in bed, in the sky, or on the floor of the library.

She twisted her hand, grinding the finger that had slipped into Twilight’s precious hole with a torturously slow speed. Every trivial twist of Dash’s wrist sent the lavender haired woman into a spasm of pleasure, legs shaking against her and hands gripping tighter. Dash would have cared more about Twilight gripping her hair so hard if it didn’t mean she was being forced to see such a beautiful, and sexy, sight.

Dash flexed her finger then, drawing the small digit upwards, forcing Twilight’s inner walls apart. From the high cry of ecstasy Twilight released as a result of it, Dash figure she might as well have fucked the human senseless already. With every passing moment, she was finding more and more reasons to love the body she was in.

Twilight’s fingers knotted into Rainbow’s hair, holding the woman tighter and tighter. With every flexion of her fingers, the small object inside of her squirmed just a little bit. Those tiny minute movements may have well have been tremors across the earth in comparison to what they were doing to her body.

If ignorance was bliss, this was ecstasy.

“Ready or not,” Dash spoke with a hungry voice. “You’re about to cum.”

Dash fit her second finger into Twilight.

The woman had only a moment to suck in a gasping pocket of breath before her lungs froze with shock. A moment was all she had before Rainbow twisted and bent her fingers, four of the agile digits squirming inside of the woman with what felt like reckless abandon.

The woman cried in unbridled ecstasy.

Her legs twisted and squirmed, bending around Dash in futile and pointless motions, stopping only when they were locked behind the woman’s head. The waves of pleasure turned into bouts of lightening, reducing all the control the former unicorn once had into nothing but far off dreams.

Her lungs began to burn with her high shout of joy, drool rolling off out of her mouth. Her tongue stretched out from beyond her lips, squirming with as little control as every other part of Twilight’s body.

Only her hands remained still, gripping the curly hairs of Rainbow’s head too tightly to even budge for a moment. Dash didn’t seem to mind.

Finally, the waves of pleasure began to subside, and Rainbow removed her fingers from the woman’s precious opening. An all too familiar and proud smile was laced over her own lips, wet with more than just drool. Seductively, Dash raised her used hand to her lips, gently sucking on each of the digits dry. It still tasted like Twilight.

Dash let her eyes look over the tired and worn human, satisfied with her work. From the exhausted and lost look on Twilight’s face to the beautiful trail of liquids stemming from her loosened flower, the human looked every part of gorgeous.

That’s why Rainbow wasn’t done yet.

Her hands reached upwards, fingers grabbing at the top of the well designed lavender skirt. A small part of Dash’s mind reminded her not to damage the clothes, at least too much. She didn’t want to be measured again, and she could bet on her feathers… fingers that Twilight would make her go through the process again as punishment.

It only took two tugs before the material started to drag down the former unicorn’s legs, collecting the pool of liquids along the floor as it continued along its path. They would dry alright, at least with a little water. She just had to be careful not to tear the material. She didn’t want Rarity coming back again.

When the skirt and soaked underwear slipped past the edges of the woman’s feet, Dash found she was only halfway done.

Twilight was still nearly comatose on the floor, arms and legs useless at her sides, bare from the waist down, and sweater clinging to her upper body in a way that simply couldn’t be comfortable. Rainbow could fix that.

Leaning back in, she let her hands run up the outside of the woman’s bare legs, collecting the beads of sweat that trailed in between her digits as she did so. It didn’t take long for her nose to be overpowered by the stench of Twilight’s climax. It took even less time for her hands to find the end of the woman’s heavy sweater, slowly pushing it upwards.

Twilight groaned and the damp and heavy cotton began to trail up her body, chilling her sweat-soaked skin beneath to the cool air. She drew in a shuddering breath as the material bunched together, climbing higher and higher the further Rainbow pushed it up her. A moan caught between exhausted and excited trembled past her tired lips as she felt air run up her bare stomach. Her muscles chilled at the sensation.

“It’s like I’m seeing you for the first time,” Rainbow Dash spoke sweetly, climbing ever higher up Twilight’s frame. “All over again.” Her hands ran along Twilight’s curvy sides the further they traveled up, admiring the figure the sweater clung to. From the base of her hips, to her slender middle, then slight elevation outwards as she reached the chest.

Speaking of chest, that’s where the sweater caught. A deviously sweet smile curled over Rainbow’s lips as she drew her hands inwards. Her fingers ran over the librarian’s skin, savoring the sight of the flesh lightly rippling beneath her path. When they met just above Twilight’s stomach, she knotted them together over the purple material of the sweater, preparing to lift and move the heavy coat upwards.

She let the moment draw itself out, letting her hands slowly lift and lead the damp material over the, what Dash didn’t have to guess to be, delectable bosom of Twilight. High-pitched whines came from Twilight as Rainbow’s hands slowly moved themselves over the mounds, gliding over the sensitive flesh.

She moved deliberately slow, letting the material drag upwards at what she knew would be an excruciating pace. But with every heated breath she released, she rewarded herself with just a bit more view of Twilight’s wet figure, still dripping with the remains of her last orgasm. Finally, as her hands reached the top of the lavender haired woman’s breasts, Dash was rewarded with a sight that gave her a thrill.

Twilight’s perked nipples.

The were little things, perched atop the mounds that were Twilight’s breasts like small flags of success, darkened a shade from the rest of her skin, and appearing to be harder than a stallion in heat. Rainbow couldn’t stop the smile that spread over her lips. Ceremony was left abandoned as she greedily raised Twilight’s sweater up the base of her neck, revealing the mounds to the rainbow haired athlete.

But just when she was preparing to let go, to readjust her dexterous fingers to grab onto the rest of Twilight’s sweater, Dash felt thin weak hands grab at her. Her pink eyes only needed to blink once to see the glistening and thin fingers of Twilight holding her hands, keeping them at the small area between her perky breasts and covered neck.

Dash’s eyes traveled upwards, ending when they met the trembling gaze of Twilight. Her eyes were lidded, shining with fatigue and concealed even more harshly by pleasure. It didn’t help that her face was shining just as much as the rest of her, sweat glistening of her porcelain skin. Her lips parted just a hair, enough for her heated breaths to escape one after the other.

She squeezed Dash’s hands, holding them closer to her the longer they looked at one another. Rainbow felt her throat swallow on a pool of saliva she was collecting. Slowly, she let her head drop, returning her vision to the prize beneath Twilight’s heavy sweater.

“It’s different, huh?” Dash spoke breathlessly, hot air rushing over Twilight’s expressed breasts. Each pant of air made the lavender haired woman stiffen, hands clasping down just a bit harder. It wasn’t the cutest thing Rainbow had ever seen, but it was definitely up there for hottest. “We’re so used to having them so much closer to home, that it’s almost pointless to even give them a passing thought.”

Rainbow gently eased one of her hands out from under Twilight’s grasp. It slide over her breast, brining a hiss of pleasure forth from her lips. Dash’s fingers ended at the perked tit at the top of the mound, slowly circling the slightly darker flesh. Each pass made the woman squirm deeper and harder against her rainbow haired capturer.

“And just like every other part of us, it’s just so much more sensitive.” With a mischievous though, Rainbow gave the peaked nipple a small flick. Twilight grunted harshly at the action, arching her back with the noise.

“Bigger, too.”

Just to prove her point, the rainbow haired woman let her entire hand surround the breast, giving the soft flesh a light squeeze as she did so. Twilight’s mouth opened at the action, eyes widening as well, but not a single sound came from her lips. At least, no sound that Rainbow’s ears could still hear. But this was definitely one of those times were actions spoke louder than words.

Dash experimented with the mammary in her hand, lightly flexing each of her digits one by one. She marveled at how putty-like the breast was. It wasn’t at all like the teats of a pony, those so small given how they hung beneath the carriage. These had volume, girth, and a lot of it. From the way each movement across the breasts made Twilight squirm in a new way, Dash could guess they were also more sensitive.

“I gotta say though Twi,” Dash started speaking, releasing her hand from the woman’s breast as she did. “I think yours are bigger than mine.” Lightly, she grasped one of Twilight’s hand, leading up to her jacket. She twisted her arm so the lavender haired woman’s hand was pressed up against Dash’s chest, held in place by another hand. A pleased sigh left Dash as contact was made.

Carefully, she released Twilight’s hand, feeling the fingers of the former unicorn slowly flex over the blue material of her jacket. Rainbow really did like the jacket Rarity had made for her. Unfortunately, it made enjoying herself nearly impossible. But like everything else she had done so far, the solution was obvious.

Sure that Twilight’s hand wasn’t going to move, Dash move her own hand the collar of her jacket. Her fingers sifted through the white faux-fur material that lined it, searching it. Her fingers eventually grasped onto something metallic.

With only a little bit of force, the zipper of her jacket began to come undone.

Twilight immediately recognized the sound, watching mesmerized as the jacket over Rainbow’s chest began to slack. It was no longer tight against her body, fitting her athletic form like the tailor made attire that it was. Instead, the former unicorn began to feel the leathery material in her lose its tautness, her fingers able to grip it.

Slowly, sensually even, Rainbow’s hand guided the metal tool downwards, rumbling in a low volume as it did. With each passing inch, more and more of her skin began to be revealed. Dash couldn’t help the blush that ran over her features. Undressing over her girlfriend kind of made it difficult for her.

But her eyes never left Twilight’s, not even as the zipper finally reached the end of its metallic trail, letting off with a slight ting. Dash’s breasts fell out from her jacket, the two halves of her upper attire falling uselessly to her sides. It was a challenge for Twilight, keeping her eyes on Rainbow’s blushing face as her breasts hung down from her body, practically begging to be groped.

“Not really, a whole lot different than being a pony,” Dash muttered under her breath, trying to keep her face from flushing. “Getting undressed making us hotter. Kind of one, two, three, huh?” A nervous chuckle left her lips as she spoke.

“I… s-ssuppose,” Twilight weakly spoke, earning the immediate attention of Rainbow. “But… we aren’t… required to wear clothes… right?” A small giggle left Twilight’s lips. “Just means… that… putting aside the rules, o-our civility, means we, get to… act like animals… in heat.” Twilight smiled joyfully to the woman above her, unabashed by her state of undress.

To the day that Rainbow died, she would forever swear that the sight of Twilight beneath her, still drifting on the after waves of an orgasm, shimmering with sweat and a bit of drool, smiling like an angel with her lavender hair haloed around her head was, by far, the hottest thing in all of creation. Celestia’s sun didn’t even hold a candle to it.

That’s why she was unprepared for what came next.

Rainbow was only aware she was falling after she felt her body land on the floor. It wasn’t rough, though a bit uncomfortable. Thankfully, the lavender haired woman towering over her helped.

Twilight kneeled over Dash, pinning the athletes hands over her head. A very faint part of the former unicorn’s mind reminded her that it wouldn’t take too much effort for the athlete to overpower a librarian currently in the throes of sex. But then, a larger portion of her mind told her how to fix that.

“You’ve shown me enough, Rainbow.” Twilight spoke as she took in and let out deep breaths, still controlling her sensitive nerves. “Now let me… have a turn.” Looking up at Twilight, curtained by the lavender hair falling down and curtaining her vision, Dash did little more than smile in anticipation. She felt her legs adjust willingly.

Twilight raised her free hand, running it over her head as she moved her hair aside, letting it fall over one of her shoulders. In the same motion, she lowered herself to Dash, keeping her lavender eyes set on Dash’s pink gaze. She faintly recorded how curious and excited the former pegasus was. That only made her more sure of her actions.

The woman’s chin slowed ran over the other girl’s chest, running between the two breasts that were now free and open for her to explore. She licked her lips eagerly. Even in the hours of foreplay the two engaged in before sex as ponies, they never spent much time worrying over the small teats they had. It was so much easier to earn a reaction from the hole, or holes, just a bit further south. These breasts, however, were far larger, far more sensitive, and Twilight suspected, tasted a fair bit sweeter.

Raising her head just high enough to position herself, Twilight let her head hang over one of Rainbow’s breasts, the darkened tip already perked against her hot breath. She gave a brief glance towards the woman, unable to suppress the smile on her lips at the anticipating expression Rainbow had.

With a small breath of air, Twilight locked her lips over Dash’s nipple.

The effect was instantaneous.

“Oh!” Rainbow cried on a breathless air, back arching to push her chest harder against Twilight. Her hands broke away from the pathetic hold the former unicorn had on her, instead placing them over the much more precious position of Twilight’s head, holding the woman tight against her chest.

It took only a moment for the lavender haired woman to recognize Dash’s hold in her hair. Her lips still puckered around the hard nipple, Twilight gave an experimental lick with her tongue, and the words that followed were clear as ice to her.

“Yeah! Yeah! Right there!” The woman continued to cry in pleasure at the sensation she felt. Every passing touch and tease at her exposed bosom gave her another cry of satisfaction, each climbing higher and higher with the pleasure she felt.

Dash’s fingers knotted into Twilight’s hair, holding the woman’s head close against her as the pleasure continued to course through her chest. She felt her breath sucked out of her lungs as the woman over her suckled on her hard nipple, pulling the flesh upwards as her tongue continued to work it.

Rainbow wished she were an egghead. Maybe then she’d have a word for how amazing she felt.

“Yes, yes!” Dash continued to vocalize the sensations, grinding her hips against the librarian’s body as the flicks and sucks of her tit grew in number. “Keep at it! Yeah, yeah, yes! Right there. Don’t stop. Don’t stop.” Her breath became erratic as the suckling drew harder on her flesh, and the flicks bent her nipple like it was pinched. Rainbow had to bit her lips to keep herself from screaming.

She once said that she had never felt anything hotter in her life than the day Twilight had conjured a clone of her to begin a threesome. Compared to that, the pleasure and heat she felt made it seem like there were three Twilights working her to the ground. Celestia forbid that actually hap-

Dash’s breath left her in a breathless scream.

Before she knew what had happened, without her being given even a hint towards the action, something had slipped over her stomach, past the line of her waist, under the tightness of her belt, and right over her covered mound. The assault on her was merciless.

“O-oh, oh!” Her voice whined, unable to produce a note higher or louder. Every shake her body made either gave the object between her legs more to grind against, or the lips over her breast more to suckle on. Her knotted fingers began to comb through Twilight’s hair, slowly receding down the impressive lavender length. When they fell off from the top of her head, she latched them onto the woman’s shoulders.

“Feeling a little tired, Dash?” Twilight lightly teased, popping her head off of the rainbow haired woman’s tit. The loss of the sensation was instantaneous, and the chill that followed over her wet perked breast only demanded more attention. Oddly enough, Twilight didn’t appear to be too keen on giving it.

Rasping on heavy breaths, a futile attempt to calm herself, Dash tilted her head downwards, looking at the woman that had just assaulted her. The coyest smile was set over her flushed features, confident in something Rainbow either didn’t know, or couldn’t understand. She wasn’t sure which was the worse choice.

“Let me see if I can fix that.”

Dash’s head lurched backwards with her arching back a moment later. Her eyes were wider than dinner plates, and her mouth open large enough to eat an apple whole. A breathless scream left her, trying to vocalize to the world the amount of pleasure that had just shocked and rocked her. Instead, all she could do was fold her arms over Twilight, pulling the woman back against her chest.

She felt the woman’s head twist over her breasts, lightly pushing at the putty like bags of pleasure. Dash couldn’t see with her head forced backwards, but she could feel Twilight smiling.

It was either that, or the finger that was currently exploring her insides with reckless abandon.

“Feel that, huh?” Twilight’s tone was almost mocking, like a bully on a playground. “You teased me down here for I can’t remember how long. It’s hard to form long-term memories when your body is being rocked by more electrical impulses per second than a lightning cloud can produce.” If her IQ was a bit higher, Dash might have gotten the taunt out of Twilight’s words. Possibly. Either way, she was still reeling from the invading finger, twisting against her inner walls with little care to what it was doing to her.

“Did you forget Dash? Did me sucking on your tit really wipe your mind clean of the promise I made to you?” Rainbow didn’t have the brainpower to form a thought, let alone answer a question that required recall. “Let me remind you. I told you to eat, screw, and fuck me until I was screaming with pleasure. So far, you’re the only one who’s been yelling Dash.”

For a moment, the finger stopped moving, stilling inside of her. Breath begrudgingly entered her lungs, filling her chest and calming her sweat covered form. She felt drops of the salty liquid run down her forehead, sticking to her multi-colored hair and clinging to the clothes she still adorned. In the way was too kind a word to describe them now. They were less like articles of clothing and more seals against the great gate of Tartarus.

Carefully, as her body settled on the floor, she let her gaze drift upwards, looking at the ceiling high above her. She was blessed with the sight for only a moment before Twilight leaned over her with a scheming smile and her hair pushed to one shoulder. Her tongue slowly, sensually even, ran over her lips, waiting for Dash to catch her breath. When she spoke, it was one of the last things Dash ever heard.

“You didn’t make me scream Rainbow.” She leaned closer to the rainbow haired woman, enjoying the sight of the athlete turning into nothing but putty in her hands.

“Guess that means I’m gonna have to ride you ‘til you’re numb. And. Helpless.”

Stars blew past Rainbows eyes.

The little bit of air she was able to take in was pushed out of her by the force that pounded between her. Her legs buckled before they contracted, in forces no run or flight could ever produce. The squeezed at Twilight’s hand still, kept safe and protected beneath the tight layering of her pants, holding the lavender haired woman’s grip tight against her rainbow maned captive.

Three fingers. Dash was only passively able to make out the number.

Three fingers plunged in and out of her, harder than she would have given the egghead credit for. They slipped out of her walls, dragging at her moist inner foils with horrid slowness before they dove back into her, stopping only when Twilight’s palm settled on the pubes of her entrance.

Each thrust drove the former pegasus more and more mad, slowly wiping away the world and leaving behind only a blissful dream filled with nothing but pleasure, lust, and complete satisfaction. Her tongue lolled out of her mouth, hips bucking against the hand that was fucking her.

Every thrust had to go deeper, every push had to reach further. Even when her vision was filled with just the darkness of the inside of her skull, Dash wanted to feel more. She wanted Twilight to keep going, harder if possible. Just to mount her like a bitch and ride her like the stallion she promised she would be.

“If you say so.”

Only the faintest and dimmest part of Dash’s overexcited mind was aware of what she had spoken and, more importantly, Twilight’s reply.

For a moment, a moment that lasted longer than Luna’s isolation on the moon, Twilight stopped hammering Rainbow with her fingers. The groan that left her lips was nothing short of heart broken. She was only faintly aware of being lifted up to a sitting position, of the wet hands working at her shoulder and side, and then the chill that fell over her bare arms, back, and chest.

Breath finally returned to her the moment she felt herself being lowered back to the ground, water sticking to her like glue. She expected to feel the tight cling of her faux-leather jacket, but instead was greeted with the cold wooden floor. Her jacket was gone. Twilight had taken it off her.

Her eyes rolled back into position, blurry with the waves of euphoria still wiping over her and sweat rolling down her forehead. If she had just woken up, she would have either thought she had water dumped on her or she had enjoyed an intense dream. Then again, this did feel like a dream.

Rainbow’s hips began to shake, but not by her own accord. Her head rolled to the side before she summoned the strength to lift it upward, gazing over her naked torso and exposed breasts to see Twilight working the sky blue pants. Her belt was already undone, and pants pulled down far enough to expose her multi-colored hairs between her legs, but the sweat between her and the inside of her clothes made it feel like the material was glued to her.

Twilight soldiered on nonetheless. Each small tug from her already eager hands, pulled more and more of the material further south. She gave a grunt as her arms made a hard pull, pulling Dash along the floor as she did so. The woman groaned in discomfort. Twilight made a mental note to make it up to her, not that she wasn’t already going to.

It took three more pulls and a few more shimmies to get the band of the pants to Dash’s knees. At that point, Twilight had more of a clear view of her prize. The rest of the clothing could stay where it was. If anything, it would keep Rainbow from running away. Again, not that Twilight had to fear that happening.

A deep breath filled her lungs, only to be released in a hungry growl.

Rainbow always was a beautiful pony, the very image of hard-work and dedication. Properly distributed muscles, hours of endurance, unmatched displays of agility, and all of that while she was still Rainbow Dash, fastest pegasus in Equestria. Now she was Rainbow Dash, sexiest human in Equestria.

For a moment, Twilight wondered if Dash’s body compromised all the same criteria as her pony self, but adopted its form to make a body that would be impossible to turn down, in or out of heat. Twilight didn’t have time to answer the question. She was quickly becoming impatient.

Lifting her leg over the already worn woman, Twilight positioned herself just above Dash’s waist. She let her leg fall between Dash’s, savoring the feeling of their skin rubbing against one another, the individual sweat mixing. Her breath grew even more heated a she looked down at her work.

Their legs were intertwined, but Twilight was still sitting on her knees, hands on either side of Dash as she looked down at the rainbow haired beauty, still recovering from the pleasure that had rocked and wailed inside her system. The former unicorn was only too happy with the thought that there was still more to go.

“I kind of… miss magic now.” Twilight admitted over Rainbow, watching the woman who only had passive control of her body. “Would have been easy… ‘saddle up’.” Her giggle was more of a chuckle, brief and deep with fatigue. She swallowed on a pool of saliva collecting her mouth. “But the purpose was to try new things right? So… let’s try it.”

Gently, Twilight lowered herself until she was laying on top of Rainbow. The reaction was slow, but the effect was more than evident.

Heat collected between them in pockets, burning their skin with desire and euphoria. It felt similar to when their coats would mingle in other intimate moments, but that lacked the sensitivity their skin had now. Each small movement or gyration made the other woman groan in pleasure or moan in content.

Twilight slowly twisted her head, rubbing her cheeks against Dash. The woman beneath her pushed back against the touch, savoring the feeling of the contact. Every breath of air one released, the other savored. For every pocket of air one drew in, the other followed it. Eventually, carefully, their faces rose till the tips of their noses touched, eyes less than a hair’s length from one another.

Even now, Twilight marveled at the beauty that came from Rainbow’s pink eyes, satiated as they were with heat, want, and need. They always had a strength behind them, a force that wouldn’t let them be denied anything they wanted. Experience in the past had taught Twilight that was doubly true in bed.

Now, she wanted to see how strong the athlete was with the sensitive body of a human.

Twisting her head less than an inch, Twilight’s lips fell onto Rainbows.

The two mewled at the contact, excited and surprised at the taste and pleasure it brought. Twilight let out a small choked gasp of surprise as she felt Rainbow’s tongue sway over her lips, demanding entrance far sooner than she anticipated. It wasn’t an invitation she was hesitant to hand out. The moment her lips parted, the former pegasus’s lithe appendage slipped into her, pushing and fighting Twilight’s tongue for dominance. It was less of a battle and more of a slaughter.

Twilight moaned as she felt Rainbow trace the roof of her mouth with that flexible tongue of hers, sliding over the surface with a flick before roaming over her teeth. She pushed away Twilight’s tongue with barely a second thought, moving it away as if it wasn’t even there.

The former unicorn dragged her hands over the wood before she felt them make contact with Rainbow’s sides. They slithered between the woman and the floor, eagerly pulling themselves further and further around the sweaty athlete. With every bit of progress they made, Twilight felt herself being pulled harder and harder against Rainbow. It was perfect.

Dash seemed to have the same idea, or so Twilight could only vaguely conclude as she felt a hand snake up her back, trailing over the bumps in her spine one by one, bringing goosebumps to the surface of her skin. It was hard to notice while her mouth was being violated and explored with reckless abandon. If anything, it felt like every moment longer Dash tasted her was another moment more she was regaining her strength.

That was when she felt Rainbow’s other hand trailing not up her back, but down her hips.

It ghosted over her posterior, rippling over the flesh with delicate care. Twilight hissed as it circled her outer thigh. The action dragged Rainbow’s spit into her own mouth, causing Twilight to swallow instantly. She drooled at the taste. Rainbow’s hand had yet to stop moving, however.

Twilight had felt the sensation of her hands slipping under Rainbow’s back as they squeezed against the floor. Now she felt Rainbow’s hand slipping between them, squirming over their sleek bellies. The sensation was odd, but not unwelcome. It brought whimpers to Twilight’s mouth, but growls of appreciation from Dash’s.

But just like her first hand traveling up Twilight’s back, Rainbow’s other hand began to trail downwards, slipping to a hole the former unicorn didn’t need one of her already overworked brain cells to process. However, following the athlete’s fingers across her body became nearly impossible as soon as she felt something pulling at her mouth. It took a moment for her to realize it was Rainbow sucking at her, drawing her tongue and saliva from her oral cavity.

Twilight’s tongue fell into Rainbow’s mouth, and she felt like she was home. Like when they were ponies, she explored every nook and cranny in her girlfriend, tracing the edges of her teeth and playfully batting at the tongue that curled around her. Every small flick and twist brought giggles, smiles, and eventually more moans from her lips. It was a beautiful and erotic display she loved being a part of.

Then all but one of her senses was lost to her

She felt slim objects slip inside of her, dashing past the folds between her legs and squirming inside of her wet inner walls. They churned around inside of her, not looking to be gentle or kind. Twilight was glad she was lying down, because otherwise, her legs would have fallen out from beneath her.

“Yeah, I bet you felt that.” Rainbow muttered huskily beneath her. She gave a flex of her hand as she spoke, earning another silent, but wide-eyed, scream from Twilight. Dash savored the sight like a show from the Wonderbolts. Something she got to see once in a blue moon.

Twilight’s hips swayed left and right, jerking with sudden involuntary motions as the digits continued to squirm deeper and deeper inside of her. For every moment the librarian thought they couldn’t reach any deeper, they managed to pull themselves against her moist inner walls, reaching higher into her.

Then, with as much warning as their entry, Dash began to pull them out.

A moment of panic filled Twilight, worried that they would actually leave her and rob her of the pleasure dripping from her. But then they lurched back into her, pushing her body against Dash’s sleek form. Twilight gripped her hand around the woman as the force reacted on her.

Breathing was impossible, thinking was a dream, and reality was nothing but the pure unfiltered bliss that was being injected into her with every slamming entrance of Rainbow’s fingers. Their pace was so constant, so agonizingly consistent. It was too slow, far too slow. As they drew out of her, Twilight drew back. As they pushed into her, Twilight slammed her hips downwards.

Her chest pushed against Rainbow as her back arched, the euphoria slamming against her like a wall.

“That’s right Twi,” she vaguely heard Rainbow Dash growl beneath her. It was hard to tell over the volume of her own moans or see with her eyes shut. “Yeah, ride it, ride my hand. Fuck yourself on my fingers. You want it bad, bad enough to let us fuck right here on the library floor.”

Twilight was too absorbed with the pure bliss filling her body from the waist up, and all the way back down. Every rock of her hips and fall of her body lit her up with a new wave of energy, forcing the air from her lungs, and sparking cells in her brain she didn’t even know existed. She didn’t want this to stop, not for anything.

“C’mon egghead, fuck my hand. Really do it. Make me believe that you wanna fuck me, this hand, this body, until the sun sets. Then we’ll fuck some more. C’mon. C’mon!” Dash’s teasing voice turned into outright growls, hand pulling at the base of Twilight’s hair, commanding her. She couldn’t say a word in complaint.

So instead, she slipped a hand out from dash, shaking like she was at Death’s door, and slipped under Rainbow’s. Her rainbow haired lover had only a moment to realize what was about to happen.

Twilight flexed her fingers, letting them sink into Dash’s wet hole.

Rainbow threw her head back at the entrance.

“Oh Celestia!” She cried with abandon, pulling her own fingers inside Twilight. The woman could feel her walls grinding against the force, making her tear with the sensations that consumed her. It was so much, so much more than she had ever felt before.

But it still didn’t feel like enough.

So she continue to assault Dash, pulling her hand into the athlete with as much force and speed as she could muster. Her lips must have been twisted into a lewd smile, because she had ever felt happier than when Rainbow started to do the same to her.

It wasn’t long until their paces matched, both pushing into the other with the speed of a pegasus and the strength of an earth pony. It didn’t feel like either of them had any ideas to quit either.

That was, until the bliss startled to pile.

“Oh, fuck fuck fuck fuck fuck fuck fuck fuck fuck fuck FFFUUUUCK!!” Dash’s voice grew into a scream as she threw her head back. Even an inexperienced colt would have known what was coming next.

Twilight continued to rock her fingers forward as she let her hips fall onto Dash’s. Every slap of their flesh made her inner walls flex more and more, tightening with the building sensation she knew would be the sweetest release know to all of pony and man kind.

Drawing a great breath of air into her body, Twilight pushed her hand forward as hard as she could. Dash, simultaneously, pulled her hand up hard enough to lift Twilight into the air.

The effect was immediate.

“AAAAAAAGGH!!!” Dash howled into the air like a banshee. Her arm around Twilight dragged the woman down to her level, mashing their bare chests together with more force than the former unicorn thought was possible. But said woman had more to worry about than Rainbow’s strength.

Her orgasm ripped through her like a lightning storm in the spring, shattering any frigid barriers she had and melting every neuron and muscle fiber in her body. Everything felt hot, impossibly hot, and incredibly good. Her head just besides Dash, back arched into the woman, she let her juices spray outwards with the racking climax, spraying all over her hand and Dash’s nether regions.

The mind numbing bliss continued to bless their bodies, taking the women higher and higher into the planes of pleasure they never thought they would reach.

Slowly though, the high tides began to subside, and two were left gasping for breath on top of one another, holding on like letting would separate them forever. Twilight’s body fell back on top of Rainbow, landing with a wet flop as it did. She couldn’t tell if the noise came from their sweat, orgasm, or both. Then again, she also couldn’t tell which was up or down.

“That as… one hell of a ride.” Dash whispered next to her, lightly pushing her head against the lavender hair of Twilight, offering an affection kiss as she did. Twilight took in gentle sigh of peace.

“Dash?

“Yeah?

“Let’s go upstairs.”

Rainbow had no idea what was coming next.

Before Dash knew it though, they were beneath the covers in Twilight’s bed, now severely undersized for the two of them. The covers were over them, concealing what they could, but they didn’t rise past Twilight’s chest. That was saying something when her head was laying over Rainbow’s arm, the later resting on her back, staring up at the ceiling.

It was dark out now, at least dark enough that the shadows began to mingle with the darkness. Breath left them in hot pants, their bodies worn, torn, and completely satisfied. Rainbow had her arm around her lavender haired girlfriend, holding the woman close. Twilight laid on her side, snuggling close to Dash, savoring the heat their bodies continued to exchange.

The display was soft and intimate, a far cry from the wild and nearly animalistic sex they had been having for the day prior. There were going to be questions later. Twilight only prayed she’d be able to talk her way out of them, most of them.

“So,” Rainbow whispered, dragging in a slow breath of air before she continued. “This was… that was awesome.”

“Yeah, awesome.” Twilight agreed, rubbing her hand down Dash’s bare chest, ending when her fingers danced on the woman’s naval. “I lost track of the number of times I reached my climax.”

“Same here, egghead.” Dash spoke with a chuckle, pulling her lavender haired lover closer. Twilight was eager to snuggle into the embrace. “This is probably the best idea for magic I’ve ever had.” Before her friend could retort, Rainbow made sure her pink eyes locked on to the lavender irises beneath her. “That cloning spell doesn’t count. ‘sides, this was my idea.”

“It was, it was,” Twilight agreed again. Lifting her head just a bit, she moved it until it was resting on Rainbow’s breast, cushioned by the soft, plump mound of flesh. She heard Dash’s chest rumble with a chuckle.

“Comfortable?” The lavender haired woman nodded in agreement, the desire to sleep suddenly becoming stronger than she had anticipated it would be. Sleeping after reproduction was not uncommon, but it was almost as if her body was forcing her to sleep. Didn’t matter though, she was comfortable.

Wrapping her arms around her Rainbow haired lover, she knew she was safe to. She felt Dash put a hand on her head, affectionately petting her.

“Yeah, let’s take five.” A mighty yawn came from her lips, forcing her eyes to shut and room to blur as they drifted open, begrudgingly. “Or fifty, whatever works.”

Her arms readjusted until they fell beneath Twilight’s head, holding the woman close to her like a teddy bear. Dash couldn’t think of a more comfortable way to sleep.

“Good night Dash.” Twilight whispered, voice trailing as she spoke.

“Night, Twi.” Rainbow answered, brain already giving into the hours of love they had made.

The two fell fast asleep, safe, comfortable, and warm in each other’s embrace.

Author's Note

Hardcore Mode: Nothing’s more hard core than modern drum and bass mixed with country from a game you haven’t heard of.

This story is dedicated to “Lostzilla,” who claims that I needed to reestablish my reign as the King of Clop. Hooray.