Colors of the Rainbow

by Saro0fdemonz

Rating: mature
Tags: Sex, Main 6, My Little Pony: Friendship is Magic, Romance, Rainbow Dash, Comedy
Length: 13642

Rainbow is looking for a stallion, craving a relationship and a pony who loves her. How will she react when she gets not one, but five?

Rainbow Dash has always had relationship troubles. Its not like she can help being as awesome as she is, but life gets lonely and when no stallion wants to be with her she turns to her friends for help. But will she get more than she bargained for?

TRIGGER WARNING
Comedy, awkward situations, Futanari ponies, copious amounts of Rainbow Dash/baby gravy.
I regret nothing. :rainbowwild:

Comments that make me smile

Fusion Fool the 3rd - So this is a Dash-harem but with her friends poking and prodding her holes, dood? Hell, I'll read it.:twilightsmile:

Hateplow - Nice, but the big question on my mind is who is gonna be the father?:applejackconfused::fluttershyouch::pinkiegasp::rainbowderp::duck::twilightoops:

Lordlyhour - I've just got this wonderful image of Pinkie being her usual, Super bouncy self, Jumping all around someone and Accidently Whacking them full across the face with her new appendage

Lord stratos eclipse - Well the spell found a "stallion" for Rainbow Dash. :trollestia:

Published 2013-07-23 17:30:01 UTC
Last updated 2013-12-05 20:08:38 UTC

The start of our problems

BANG...CRASH

"Wait! Don't leave!" Rainbow called out, chasing after the stallion as he rushed out the door.

"I've had enough of this Dash. You need to lighten up. I wanted to be with a mare, not a stallion." Comet spat, taking off and leaving Rainbow standing in the doorway of her cloud home. She hung her head and sighed, her wings drooping down along with her ears.

"But I am a mare..." she said sadly. The pegasus yelled out in frustration, slamming her head into the cloud door and sighing softly. She turned her head, watching the pegasus stallion fade into nothing but a speck on the horizon, tears filling her vision and her legs giving out from under her.

A gentle hoof against her shoulder broke her from her depression, causing her to jolt to her hooves and come face to face with her long-time friend Fluttershy. She quickly wiped away her tears and cleared her throat, trying to look cool in front of her friend. She couldn't be the weak mare of the group.

"H-hey Shy..w-whats up?" she asked nervously, unable to stop sniffling.

"Rainbow...are you ok?" Fluttershy asked quietly. Rainbow opened her mouth, wanting to say 'yea i'm cool', but a stern look from her friend caused her to stop. The pegasus lowered her head and sighed.

"No. He left...a-and he's not comin' back...Shy am I really just that awful that I can't even keep a coltfriend?" she asked, unable to hold back the tears any longer, blinking in surprise as the pink-maned pegasus pulled her into a hug.

"Whats wrong with me..." she sobbed.

"Theres nothing wrong with you Rainbow...some ponies...just can't handle a mare like you." Fluttershy said, running a hoof along her friends back. Rainbow sniffed loudly, burying her face in her friends coat and letting the tears flow freely.

She was the only pony to ever see her like this, when she was weak and broken and in need of a hoof to pull her back up, Fluttershy was always there. She couldn't help but let out a choked laugh. Fluttershy, the pony afraid of her own shadow, the 'weakest' of their group, had to be there so she could be the tough pony.

"But thats just the problem...no stallion wants a tough mare...all they want are cute girly mares like you an Rarity..." she sniffed, pulling out of Fluttershys' embrace, barely noticing the blush touching her friends cheeks.

"I'm sure theres somepony out there who wants a mare like you Rainbow Dash..." the pegasus mumbled, hiding her face behind her mane. Rainbow couldn't help but smile, giving a shake of her head.

"Yea right and someday you'll do a Sonic Rainboom Shy." she joked.

"Oh no..I'm not a strong enough flier for that Dash..." the pegasus said quietly, realizing her friend was being sarcastic moments after the words left her mouth.

"Thats the point Shy. The only way I'm ever gonna keep a coltfriend is if...ugh...I become a girly mare..." she sighed in defeat, blinking as she felt Fluttershy tugging on her arm.

"Shy...what are you doing?" the pegasus deadpanned, Fluttershy giving a quiet eep before letting go.

"well..um..maybe Rarity can help you..I mean that is if you want to be more like me and her...but you don't have to!" she said quickly, once again hiding behind her flowing pink mane.

"Uh...I REALLY don't want to go to Rarity about this...she'll probably smother me in makeup and throw me in some stupid dress..." the pegasus grumbled.

"Well...what about Twilight?" Fluttershy suggested.

"HA! the egghead?! I'm pretty sure she doesn't even know what a coltfriend is Shy, or if she does its cause she read about it in one of her books."

"I-I know but..maybe she has a book that could help..." Fluttershy mumbled. Rainbow blinked, a small smile appearing on her face.

"Shy you're a genius! come on!" she called after her friend, racing towards the Library. As much as she hated reading, other than the occasional Daring Do or other books she refused to admit she had been caught up in, this was her chance to finally get a stallion to stay with her.

Spike coughed as he entered Twilights room, quickly strapping on a gas mask, a quick glare from the unicorn making him rethink asking her to cook dinner tonight and, being smart, the young drake made himself scarce, leaving Twilight and the thick scent of a needy mare alone in her room. Twilight huffed, rolling onto her side, a book hovering in front of her face as she tried to distract herself from the almost painful ache between her legs.

It wasn't her first time going through such an endeavor, though it was her first in Ponyville and it was becoming harder to maintain the control she had been so proud of for so long. There were just too many ponies around her that caught her eye when her brain was carrying the weight of lust and her body desperately wanted something to satisfy her.

She still felt guilty and embarrassed about tackling Big Macintosh the other day, and then Caramel the day after, and Mr Cake the day after that. She was lucky Mrs Cake didn't immediately assume she was some sort of sex-fiend. She sighed, amazed that her friends were so understanding, but they were mares too.

"I guess if anypony knows what I'm going through its them..."she mumbled, burying her face in her pillow. It was just a bit longer, all she had to do was make it just a bit longer and this whole horrible experience could be put behind her and forgotton.

"HEY TWILIGHT!" a voice called out, crashing through her window expertly and spinning in the air, coming to a stop at the edge of her bed.

"Hey I need a favo...WHOA! what is that smell?!" She said nasally, holding a hoof over her nose. Twilight blushed, quickly sitting up and pulling her blankets tightly around her. Had she forgotton to tell Rainbow Dash she was in Estrus? How could she forget?

She opened her mouth to explain, her words caught in her throat as her eyes wandered the pegasi's frame. Her well toned, powerful legs, her expertly preened wings that caught the light in just such a way that caused each feather to glow slightly, her somewhat muscular and yet still feminine body and her beautiful deep pools of magenta that were her eyes.

"Uh...Equestria to Twilight Sparkle? You in there Twi?" Rainbow asked, waving her hoof in front of her face. Twilight shook her head, realizing she had been drooling and quickly wiped it away, clearing her throat and forcing her thoughts in place.

"Dash I can't really help you at the moment, I have some...problems of my own to sort out." she quickly explained. Rainbow rolled her eyes, looking around the room.

"By the smell of this place I think you really could help me. So who was the lucky stallion?" Rainbow asked, mistaking Twilights current scent for the aroma of sex. Well it wasn't too far from the truth. Twilight cleared her throat again.

"Dash, I don't have any coltfriends, you know that." Twilight mumbled irritably.

"Well then what the hay is goin' on here...unless..." Rainbow gasped, her eyes wide.

"It was a mare?!" she yelled, jumping to conclusions. Twilight couldn't lie, she was a bit curious and she had a few interesting books in her library on the subject that only fueled that curiosity, but she hadn't been with a pony in...she blinked, realizing she had never been with anypony.

"Um...oh, I'm sorry...I forgot Twilight..."Fluttershy apologized as she landed beside the unicorns bed.

"Forgot what? No way! Was it Fluttershy?" Rainbow asked, zipping over to her friend, causing the yellow pegasus to eep and fall over, hiding under her hooves and mane. Twilight sighed, rolling her eyes

"No Dash, it wasn't anypony. I'm...uh..." She blushed as Fluttershy whispered to Rainbow Dash, giving her a quick explanation, the Cyan pegasus blushing and clearing her throat.

"uh...heh heh...sorry about that Twi...um...so I guess you can't really help me with my stallion problem huh?" she asked sullenly, hanging her head. The unicorn raised an eyebrow, several ideas filling her mind at once, not all of them pertaining to 'helping'. A knock at the door downstairs dragged her mind out of the gutter and the voices brought a smile to her face.

"Finally! Hold that thought Dash!" Twilight zipped out of bed and rushed downstairs, finding Zecora and Spike chatting idly about something she honestly could care less about at the moment.

"So...any luck Zecora?" Twilight asked desperately. The Zebra Shaman smiled, pulling a small glowing plant out of her saddlebag.

"A single leaf is all it shall take, to once again, you, a clever mare make. But Twilight Sparkle, be wary. Its effects are only temporary." the mare placed the potted plant on a nearby table.

"Just one leaf? But its so small. Are you sure ONE leaf is going to be enough Zecora?" Twilight asked, giving the zebra a flat look

"Oh I am sure one will last, have I ever been wrong in the past?" Zecora asked with a smile. Twilight sighed, gingerly grabbing a single leaf in her magic and letting it hover in front of it.

It was one of the smallest leaves she had ever seen, how was this suppose to help her? But Zecora had a point. She had never been wrong before so she had no reason to doubt her now. She placed the leaf on her tongue, chewing slowly and gasping as the leaf burst in her mouth, flooding it full of warm sweet juice. Her entire body shook, her eyes glazed over as a surge of pleasure rushed through her. When she came to her senses the ache was gone and she could finally think clearly.

Sadly this had the added effect of her coming to terms with her surroundings. Just at the bottom of the stairs her friends stared at her with wide eyes. Spike, who was standing in front of her was frozen from shock from what he had just seen and Twilight quickly realized she was sitting in a puddle.

"ZECORA! You didn't tell me it would...that I'd..." the unicorn tried to fuss, earning only a laugh.

"I have never seen such a reaction, but I take it the plant is to your satisfaction?" Zecora asked, Twilights brain quickly putting the pieces together. The plant most likely was something Zecora's native people had used and probably had a different effect on their systems.

Twilight being halfway through her Estrus and having decidedly avoided touching herself, and being a unicorn, couldn't help but release all that pent up energy. She sighed, hanging her head.

"Can today get any worse?" she muttered under her breath, blinking as she felt a comforting hoof on either shoulder, Fluttershy one one side and Rainbow on the other. She smiled weakly, flicking her horn and grabbing a mop.

"Fluttershy...can you help Spike?" Twilight asked, the pegasus nodding and dragging the drake away to give him a quick talk about the birds, the bees, and Aunt Flo.

"So...uh...now that your heads workin' again...do ya think maybe you could help me out?" Rainbow asked slowly, scuffing her hoof against the ground. Twilight sighed.

"I'm not exactly the most skilled unicorn when it comes to romance Dash. Have you tried asking Rarity?" she asked, Rainbow visibly wincing at the thought. Twilight couldn't help but laugh a little, finished with cleaning up her 'mess' and giving the pegasus her full attention.

"Twi, would you go to Rarity for advice?" Rainbow asked simply. Twilight put a hoof to her chin, remembering when she first met Rarity and the dresses she had been stuffed into. She could only imagine how the mare would react when it came to someponies love life.

"I see your point. But why me?" Twilight asked, confused.

"Well I wasn't gonna go to Applejack!" Rainbow joked, both mares falling into a fit of giggles.

"But seriously Rainbow, how am I any better? what can I do to help that they can't?" she asked

"Well your an egghead...so I figured maybe you'd have some books on Stallions or um...how to..be more girly for them..."she mumbled, hanging her head. Twilight sighed.

"Dash, you shouldn't change who you are just to find someone special. Your special somepony..." she started to lecture, quickly interrupted by Dash finishing her sentence.

"Will love me for who I am, yada yada yada, blah blah BLAH! I've heard that already Twi!" the pegasus fumed, flailing her forehooves in the air. Twilight put a hoof to her chin as she tried to think.

"Well...there is one thing Dash. I can't make you change who you are, BUT I can use a spell to find your perfect stallion who will love you for who you are." Twilight said, searching her shelves for her book on love spells.

"Um...this spell isn't dangerous or anything is it?" Rainbow asked, quickly clearing her throat.

"Not that I'm scared or anything, but uh..." she trailed off, Twilight smiling as she grabbed a book in her magic.

"No its not dangerous, it is...untested, but not dangerous. Its a simple location spell. I just focus the magic through your heart and it'll seek out a stallion who feels the same way as you!" Twilight said happily, clapping her hooves together.

"If its such a great spell why haven't you used it?" Rainbow asked without thinking

"um...well..." Twilight bit her lip as she read over the spell.

"It requires a pony of great magical power to cast it and the caster can't use it on themselves, on top of that it falls into the category of Love Magic which should usually only be practiced as an art in and of itself and only be used by a pony who is tied to that element of the magical spectrum, but seeing as I am tied to magic itself it shouldn't be too hard for me to cast it." she explained quickly, Rainbow focusing on the few words she understood, being 'Love' 'Element' 'pony' and 'shouldn't'

"um...alright Twi'. You're sure its gonna work?" she asked.

"Only one way to find out." Twilight took a slow breath, focusing her magic into a thin thread that dug its way through the pegasi's body. She blushed, able to feel every twitch of Rainbow's body through her magic, realizing her scent from earlier had a few...'effects' on the pegasus. She pretended not to notice, wondering how Rainbow could have such total control of herself as the thread made its way to her heart, tying itself there and branching outwards.

"Ok Dash...just hold still..."Twilight said softly.

"uh..alright Twi..." Rainbow gulped, watching the unicorn work her magic. Twilight took another slow breath and closed her eyes, threads of magic flowing from within Rainbow Dash and out into Ponyville to locate her perfect stallion. All was going according to plan, until...

"AHHHHHH!" Twilight screamed as the magic backlashed on her, sending her reeling and slamming into the wall. Moments later a similar scream filled the kitchen, sounding like Fluttershy, a third scream sounding like Spike and matching THUD noises as both fainted. Twilight painfully pushed to her hooves, her body feeling like lead.

"Ugh...my head..."

"Uh...Twilight..." Rainbow said quietly, pointing a hoof at her.

"What? Is something wrong?" Twilight asked. Rainbow nodded slowly, the unicorn starting to panic and rushing for a mirror. Though when she reached it everything seemed normal. Her horn was in place, her face was fine, no marks on her body, her legs were intact, all five of them...

"what?...WHAT?!" she screamed to the heavens.

A solution to our problem (CLOP CHAPTER)

Rarity groaned as she awoke, slowly sliding out of the comfort of her bed.

"A lady does not oversleep." she told herself as she shuffled towards her restroom to freshen up for the day, yawning as she removed her sleepmask and lifting a brush in her magic, making quick work of her bedhead.

"Beautiful and elegant as always." she said with a smile, which faded at the sight of the bags under her eyes.

"Perhaps a cup of coffee...no, a cup of tea should do the trick, and maybe a light snack." she hummed as she made her way to the kitchen, finding Sweetie Belle half asleep above a bowl of oats. She smiled, nudging her sister.

"Rise and Shine Sweetie Belle, you don't want a face full of oats do you?" she joked, turning her back to reach into her cabinet for the tea. Pausing when she heard the clattering of one of her bowls crashing against the ground and shattering.

"Sweetie Belle! How many times have I told you to be careful with my dishes?!" Rarity yelled, turning to stare at her sister, finding her frozen on the spot.

"well?" she asked, again no answer. The young filly just continued to stare at her as if she'd grown a second horn. Rarity felt her anger fade, quickly replaced with worry.

"Sweetie?" she stepped forward, her sister flailing her arms and falling out of her chair, shifting backwards away from her.

"What is wrong with you? Its only a bowl, I can get another, honestly." She said, trying to comfort her sister. She hadn't been too harsh...had she? Her sister had never run from her before.

"Theres nothing wrong with me..b..but look at you!" Sweetie Belle accused, pointing her hoof at her sister with her back to the wall.

"Sweetie Belle, what are you talking about? Theres nothing wrong with me...is there?" Rarity panicked, checking her mane in a nearby mirror. Her face was clean of all blemishes, just like always, her horn was where it should be, her coat was simply divine. What had her sister in a fit? She rolled her eyes, turning back to her sister.

"Oh I see. This is some cutiemark crusader prank isn't it? Well ha ha! You aren't fooling me sister!" Rarity huffed, turning up her nose. Sweetie Belle gave her a blank stare.

"Honestly, Sweetie Belle..."

"Sis...are you really my sister?" Sweetie Belle asked, Rarity reeling in shock.

"o..of course I am! Why would you ever question such a thing?!" Rarity asked, hurt that her sister could accuse her of being an imposter.

"Because I know my sister and she doesn't have THAT!" Sweetie Belle yelled, pointing at Rarity once more. The unicorn huffed, looking at herself in the mirror, standing on her hind legs.

"Have wha..." the unicorn paused, staring at what her sister had been going on about for the past couple of minutes, the gears in her brain turning slowly as she stood there staring at herself. Ever so slowly she looked down at the length of flesh that sat there where it shouldn't be.

"...AHHHHHHHHH!!!!!" Rarity screamed and fainted, her sister rushing to her side, careful to avoid the offending appendage.

"Rarity?! wake up!" she yelled, shaking her. Rarity slowly opened her eyes, looking up at her sister.

"oh...Sweetie Belle...what are you doing in my room? I had the strangest dream..." the mare mumbled in a daze.

"Rarity...this is the kitchen..." Sweetie Belle said quietly. Again Rarity made the mistake of looking down, though she didn't faint this time. Instead she settled for another scream before scrambling to her hooves and pacing around her kitchen.

"Ok Rarity, somehow in your sleep you have become a monster...I'll have to pack my things, move to a new town, change my name...oh how I'll miss my friends...But I am sure they would understand..." Rarity mumbled to herself, Sweetie Belle wearing a flat look as she pulled on her sisters tail.

"Yup, your my sister...Rarity just because you have...stallion parts, doesn't mean you are a monster. Maybe Miss Twilight can help you?" Sweetie Belle suggested, having to jump backwards as Rarity spun, nearly smacking her with her extra leg.

"I can't do anything of the sort! They'll shun me...call me a horrible monster of a mare..."

"Rarity..." Sweetie Belle sighed as her sister fell back into her pattern of ranting and pacing. Sweetie Belle in the meanwhile left to answer the door, a pink blur zipping past her and into the kitchen, leaving the filly unicorn on her back in a daze before two ear splitting screams filled her ears.

"It happened to you too!?" She heard Rarity yell.

"uh huh...My pinkie sense can't make heads or tails of it! But look! It bounces!" Pinkie squealed, bouncing on the tips of her hooves, her new attachment flailing about and bouncing against her stomach in front of Rarity.

"Pinkie Pie! This is serious!" Rarity scolded, the pink earth pony pouting a little as she stopped bouncing. Rarity sat down, rubbing her temples with her hooves slowly, thanking Pinkie as the mare passed her a cup of tea, it was sweeter than she would've made it but the simple act of drinking tea had a soothing effect on her.

"Pinkie...has this happened to anypony else?" Rarity asked quietly. Pinkie shrugged.

"I haven't seen anypony else today besides you Rarity. My Pinkie Sense told me you were in a panic so I came to see you first." She shuddered, her eye twitching twice.

"And Twilight is next! We gotta hurry! You know how she gets when she panics!" Pinkie yelled, dashing out the door.

"Pinkie Pie wait!" Rarity bit her lip. She didn't have Pinkies speed. Nopony would notice if the earth pony was packing something extra, but Rarity on the other hoof drew attention everywhere she went. She would need a disguise.

"Applejack...do ya'll wanna talk 'bout it?" Big Macintosh asked through the thick oak door that seperated him from his sister. The mare had her hooves wrapped around herself, sitting in the tub as the shower water ran down her back.

"NO! Jus' go away an leave me be!" she yelled, her voice muffled by the door. Big Macintosh sighed, sitting outside the door and trying to think of a way to comfort her. It had been a normal morning, to start with anyway.

He and Applejack had gotten up early to buck the southern patch of the orchard, each taking their respective sections of trees for the day. There had been a bright flash, Applejack had screamed and he had come running to save her, only to find his sister with a little something extra hanging between her legs. Before he even had a chance to gape and wonder she had run off and locked herself inside the bathroom.

"Ah'm not leavin til ya'll talk t' me AJ. Ah jus' wanna help ya." Big Macintosh assured her. Slowly the door creaked open, his sister peeking through the small crack.

"Ya'll tellin th' truth?" she asked softly. "Ya'll ain't gonna freak on me are ya?"

"Ah promise Applejack. Ah'm yer brother, wouldn't be right if ya'll couldn't count on me." he said, standing as she opened the door, letting him see what had been bothering her. Both of them stood there in silence for far longer than either liked.

"Hey Applejack! Can we borrow some tools..." Applebloom asked as she walked up to them, her words trailling off and her eye twitching as she stared, Scootaloo turning around a corner and emptying her stomach.

"Oh Celestia I did NOT see that!" The pegasus filly groaned.

"Applebloom...uh..." Applejack started, at a loss for words.

"Two cups o' cider an matchin pies, we saw nothin, this never happened, we're gettin the tools." Applebloom said quietly. Big macintosh nodded, dragging Applejack around the corner and closing the door, leaving the two fillies to try and forget what they had seen.

"What am ah gonna do Macintosh?" Applejack sulked, her back to him.

"Applejack. Ah've seen ya'll take on challenge after challenge an never back down from it. Sure, this is different from all ya'll have been through, but ah'm sure ya can figure this out. Looks t' me like somethin or rather, somepony is on yer mind." The stallion walked past her, grabbing a large box with a heavy lock on it from underneath the bed. He reached into his harness, pulling out a strange shaped key and unlocked the box, shoving it over to his sister.

"What in th' hay is this Macintosh?" she asked, resting a hoof on top of it.

"Its gonna help ya." he explained, walking past her.

"Just make sure ya put th' lock back on it." he said before leaving her alone in the room. Applejack gulped as she opened the box, her eyes wide. Within the box were several magazines, piled neatly on the right side, on the left were several toys, some she was scared to ask about. She idly flipped through the top magazine, her eye twitching slightly at some of the images.

"Oh gross...these are...wait a minute...are these...colts...why in th' hay would Macintosh have these...oh celestia..." she slammed the box shut, forgetting the lock as she ran out the door at breakneck speed, hoping nopony noticed her predicament as she ran by, headed for the Library where a certain unicorn surely had a cure for her.

Rainbow Dash panted slightly with effort, forcing control over her body and sitting down as Twilight paced back and forth. The pegasus eyeing the package she was carrying and swallowing audibly. After the initial shock they had gone to check on Fluttershy to find that she too had suffered from the backlash of the spell. The yellow pegasus was still passed out, laying on her side on Twilights couch. Finally the unicorn sat.

"I just don't understand what happened. One moment I could see the stallion, the next everything went white and I ended up like this! and on top of that its affected Fluttershy as well, but for some reason nothing has happened to you...Maybe because the spell was centered on you so any mare nearby was affected? No that doesn't make sense. If that were true then there would be ponies panicking out there and bursting through the door looking for a cure that I don't have." the unicorn laughed at the thought, blinking as her door burst open, a blur of Pink launching towards her and pinning her on her back.

"TWILIGHT! DON"T. PANIC." she said slowly, her eyes wide.

"Pinkie what are you...ahhnn..." Twilight blushed, both mares looking down and finding their members pressed against one another. Pinkie quickly leapt off of her, tucking her hooves between her legs as she sat awkwardly.

"Not you too Pinkie..." she sighed, pushing to a sitting position and blinking as she looked over at Rainbow Dash, the pegasus had a slight nosebleed and was covering it with her hoof.

"Dashie, are you ok? wait...you haven't been cursed?" Pinkie zipped around the pegasus, lifting up one of her wings, causing the pegasus to moan loudly, her wings flinging open instantly.

"p..Pinkie! quit it!" Rainbow yelled, pulling her wing free of her grip and scooting away from her. Twilight put a hoof against her chin, flicking her horn and closing the door. She walked over to her table, snatching a leaf off of the plant and holding it in front of Rainbow Dash.

"Here, try this Dash." She said, the pegasus raising an eyebrow before grabbing the leaf, chewing it slowly. As Twilight had expected the pegasus gave a loud moan and fell on her side, closing her hindlegs around her hoof and biting her lip as she came.

"This...is starting to make sense..." the unicorn mumbled. Rainbow blushed, pushing to her hooves and turning her head away.

"Oh wow, did that little plant just make you...Me next! Me next!" Pinkie giggled, reaching for the plant. Twilight quickly pulled it out of her reach.

"Oh no Pinkie, you just wait right there. I need to figure this out." Twilight placed a barrier around the plant, pacing once more.

"It seems Rainbow Dash is in Estrus..." she mumbled.

"WHAT?!" the pegasus in question screamed.

"I can't be!" she panicked.

"Rainbow, please just let me explain." Twilight sighed as she sat down.

"The spell was intended to find a stallion who fit the feelings in your heart. One who would love you for who you are. But the problem here is that there isn't a stallion like that...Only mares. So it sort of...backfired and now any and every mare who has had a crush on you is on their way here. They might not know the real reason they are coming here, but they share a powerful bond with you and all of them are going to be in desperate need. I may have poured too much magic into the spell..." Twilight mumbled.

"Whoa whoa whoa, wait a minute. This doesn't explain why I'm in heat!" Rainbow yelled.

"It...passed from me to you when the spell backfired..." Twilight said softly.

"ok..so...the spell worked?" Rainbow asked. Twilight nodding slowly.

"And anypony who...is like that...is my soulmate or somethin?" she asked.

"Well...anyone who was hit with the spell feels a more than special connection with you and loves you for..."

"yea yea yea, I get that. So what your sayin is...you, Shy, and Pinkie are..." Rainbow trailed off as two of the mentioned mares blushed, looking away from her.

"no way...how long have you guys been crushin on me?" she asked curiously.

"I've always liked you Dashie. Your so much fun to go do pranks with and even when we just hang out I always have fun...and...well..." Pinkie mumbled, scuffing her hoof against the wooden floor. Rainbow was, to say the least, shocked. Pinkie had actually run out of words.

"Wow...this is...a lot to take in..." Rainbow rubbed the back of her head with a hoof nervously. Twilight blushed as the pegasus moved closer to her, grunting as her back hit the wall.

"D..Dash what are you..mmmph!" Twilights eyes widened as Rainbow kissed her, the unicorn struggling for a moment before giving in, her eyes drifting shut and a low moan filling her throat. Slowly Rainbow broke the kiss and grinned.

"heh...sorry Twi. I guess I still have some of that in my system...I just needed to be sure..." she breathed against her lips.

"I...Its fine Dash...I don't mind at all..." she bit her lip as Rainbows hoof brushed against her member which hadn't gone down since its appearance.

"Does it hurt?" Rainbow asked, the touch of worry in her voice causing Twilight to shiver slightly.

"J...Just a little." she admitted.

"Well...maybe I can help...just this once." Rainbow mumbled. Both of them blushing as Pinkie cleared her throat nervously from across the room.

"Hey, I'm not forgetting you Pinkie. I'm just...adjusting is all." Rainbow said, her hoof still stroking Twilight, the mare unable to hold back her moans. Pinkie hesitated for a moment before sitting beside them, biting her lip as Rainbows' free hoof found Pinkies member, stroking it in time with Twilights.

While Twilight had a thick dark purple member, Pinkie had a longer pink shaft, covered in brown splotches on either side. Rainbow leaned forward, licking the head slowly and earning a high pitched moan from Pinkie Pie, a grin on the pegasi's face. Oh she was going to have fun with this.

Rarity slowly and painfully made her way across town, hiding her problem with a long flowing dress and a corset to hold it against her body. Each stop was more painful than the last, her clothes restricting any possible movement of her member but effectively keeping it hidden. She sighed in relief as she finally reached the Library, blinking as she was nearly tackled by Applejack. The orange workhorse quickly coming to a stop and blushing as Rarity's eyes met hers.

"You too?" Rarity asked, Applejack simply nodding. Both of them sighed, pushing the door open and finding a rather strange scene inside. Rainbow Dash was on her back, Pinkie Pie standing over her with her stallionhood buried in the pegasi's mouth, slightly bulging in her throat as she thrust again and again, her moans filling the air.

Meanwhile Twilight hugged Rainbow Dash's hindlegs, squeezing them around her member, thrusting between them and panting slightly. All three ponies paused as their friends entered, staring at one another. Pinkie was the first to act, pulling out of Rainbows' mouth so she could breath, Twilight still frozen in shock and clinging to Rainbows' hind legs.

"We can explain..." Rainbow wheezed, coughing a bit before finding her voice again.

"well...Twilight can explain..." She blushed, looking towards the mare.

"um..y..yes. Well...a spell...backfired...sort of...and um..." Twilight was having a bit of difficulty forming a proper train of thought with Rainbows amazing legs still squeezing her aching shaft.

"Oh this is wonderful! You two love Dashie too?" Pinkie asked, bouncing in front of them, giving both mares a rather 'unpleasant' display of her saliva coated member.

"Pinkie, jus' what in th' hay are ya'll goin on about?" Applejack asked, Pinkie merely smiling and dragging the two ponies into the room, kicking the door shut and making sure to lock it.

"I know its kinda sudden Dashie, but we already started...you don't mind do you?" Pinkie asked, pouting cutely. Rainbow only sighed, squeezing her legs together and drawing a moan from Twilight.

"geez...not you guys too..." the pegasus mumbled. Applejack and Rarity simply stared as Rainbow ground her hips against Twilights stallionhood, squeezing it tighter between her legs and rubbing her hooves up and down it slowly, drawing moan after moan from the lavender unicorn.

"Please tell me this is some sort of strange dream we're all havin..." Applejack begged, groaning as her own member throbbed, Rainbow's scent filling her mind and causing her to drool slightly. A nudge from Rarity and the earth pony came back to her senses, wiping away the drool and chuckling nervously.

"Uh...ah'm jus' gonna let ya'll finish..." she muttered, sneaking away and hiding in the kitchen. As she entered she bumped into Spike who had pillows strapped to his head against the noises pouring in from the main room and was loudly snacking on a bowl full of gems. The drake glanced at her, rolled his eyes, and went back to his gems.

"Spike...what do ya'll know 'bout this?" she asked, accepting an apron to hide herself from him.

"Only what Twi told me. She was tryin to find Rainbow Dash's soulmate and the spell backfired cause its suppose to find a stallion. Instead it found all of you guys cause you love her and the only way for them to..uh...relax...is for them to go at it like a bunch of bunnies" The dragon explained.

"I just wish they'd find somewhere else to do it." he mumbled under his breath, going back to his gems. Applejack sighed, placing a hoof over her chest.

Is what he's sayin true? Twi's spell only affected all o' us cause we've got th' hots fer Rainbow? But thats ridiculous! Ah don't love her! Do ah? Applejack thought to herself, blinking as she felt Rarity sit beside her.

"Can you believe them?! Wheres the love? the tender love and care? The drama?! the Romance?!" Rarity asked dramatically. Applejack sighed, Spike matching her as he saw Rarity.

"Well there goes my appetite..."he grumbled, shoving the bowl away and leaving before either pony could speak.

"Poor Spike..." Applejack said under her breath.

"I'm sure he is going through a tough time of it Applejack, but he's a tough drake and he'll pull through just fine. But what about us?" Rarity asked.

"Well it ain't like I can jus' walk around wearin this here apron forever an ya'll can't go two days without needin a new dress to wear. 'sides...its startin to hurt...specially with that smell in the air..." she mumbled, rubbing the back of her head nervously. Rarity gulped.

"You aren't actually thinking of joining that...insanity out there, are you?" Rarity asked, as if it was the worse thing in the world.

"Well shoot no. Ah wanna be sure that what ah heard was right...that we're like this cause Twi's spell found out we like Rainbow."

"That is absurd! True she is a wonderful friend, but she is a foul-mouthed, dirty, tomcolt stuntmare!" Rarity barely choked out. Applejack grinned, looking over at Rarity.

"An thats why ya love her, ain't it? She's everythin ya aren't." Applejack stabbed, causing Rarity to flinch. The unicorn hung her head.

"And what about you Applejack? Why do you care so much hm? I suppose its because you two have oh so much in common!" she spat back.

"Ah...ah dunno...theres just somethin 'bout her. I felt it back at th' runnin o' th' leaves. Ah wanted t' win so badly ah got caught up in th' moment o' everythin an we ended up fightin. But once we'd settled our differences...there was jus' this overwhelmin feelin. Ah thought it was jus' me bein' happy we were friends again...but ah ain't never felt that way before..." she said quietly.

"Oh Applejack...thats so romantic..." Rarity sniffed.

"So..." Applejack swallowed audibly and they both nodded, making their way out of the kitchen in time to see Twilight and Rainbow finish. The unicorn yelling out in pleasure as she came, coating Rainbows face and stomach. She panted heavily and smiled as her member slowly shrank away and vanished.

"well..t..that proves that theory..." the unicorn mused quietly, laying on her side to catch her breath.

"Geez Twi, how much were you holdin back?!" Rainbow asked, wiping her face clean.

"oh! oh! let me!" Pinkie giggled, licking Rainbow Dash clean slowly. The pegasus opened her mouth to argue, silenced by a kiss and a smile as the earth pony continued.

"p..Pinkie...mmm..." Rainbow moaned as Pinkie trailed her tongue down her stomach, stopping just above her sensitive nub and looking up at her.

"Hmm, I guess a little taste couldn't hurt." she murmured innocently before burying her muzzle in Rainbow's crotch, drawing a long loud moan from her. Rainbow tightened her legs around Pinkies' head, feeling her tongue dragging over her marehood and flicking against her love button teasingly.

"W..wow..p..Pinkie..w..where di..ahhhhn....where'd you learn that?" Rainbow asked, grinding against Pinkie's impossibly wide tongue and burying her hooves in Pinkies' poofy mane, the mare somehow managing an answer as she pushed her tongue inside of Rainbows' wet folds.

"Hehe, a party girl has to be ready for any kind of party Dashie" She winked, her tongue never seeming to end as it continued to push inside of her, twisting in ways that Rainbow didn't even know a tongue could twist. The pegasus moaned, laying her head back and blushing as her eyes met with Applejacks.

"A...Aj...um..." she was cut off by a kiss, her eyes wide as she stared up at the earth pony.
No way...this has got to be some kinda crazy dream... Rainbow thought to herself, moaning into the kiss, her eyes falling closed as Applejacks hoof rested on her cheek. Twilight meanwhile had gathered her strength and pushed into a sitting position to perform a check on herself.

Her new attachment was no longer visible, but she could feel that it was still there. Now that her mind was clear and her body was satisfied she would have to perform a few tests to figure out just what was going on with all of them. True she had half of it figured out, but there was still the other half. Were they stuck like this forever? She put a hoof to her chin, watching the scene before her unfold.

Pinkie, satisfied with her taste test, sidled up and pressed her body into Rainbows', her member sandwiched between their stomachs. The earth pony moaned as she ground herself against Rainbows' silky coat, the pegasus preoccupied with Applejack in a passionate kiss, tongues wrestling for dominance.

Finally the kiss broke, both mares out of breath. Applejack smiled, chuckling a little as Pinkie placed her hooves on Rainbows' shoulders, tongue lolling out of her mouth as she ground her aching stallionhood harder against her.

"heh heh. Ah'll jus' wait my turn Dashie." She whispered, nuzzling the pegasus and taking a seat next to Twilight. Rarity bit her lip, sitting on her fellow unicorns other side.

"Ah take it ya'll still ain't decided Rare?" Applejack asked.

"This isn't how I expected my first time to go darling..." the unicorn explained, hiding behind her mane.

"Oh..." Applejack had nothing to say, what could she say? Luckily Twilight had an answer, a small leaf hovering in front of Rarity's face.

"This should have the same effect as intercourse with Rainbow. Though I'd suggest waiting until you have some privacy before eating it. Its a very powerful herb Zecora gave me, don't ask...Anyway it should be enough to help you relax and focus, though according to this we may be stuck like this for quite a long time..." Twilight spoke over the two ponies going at it on her floor, a book hovering in front of her with details on the spell.

"You are saying this will...settle my problem?" Rarity asked, taking hold of the leaf in her magic.

"Yes, but just one leaf has a very powerful effect...it can instantly bring a mare to climax." Twilight explained quickly.

"And just why in heavens name would you have such an herb Twilight Sparkle?" Rarity asked.

"Because I was in Estrus and begged Zecora for anything at all that could help. Do you want the stupid thing or not?!" Twilight fumed, actually tearing her eyes from the book in front of her. Rarity went silent and nodded.

"I suppose it shall have to do...I am not entirely comfortable with...any of this really..." she admitted sheepishly.

"Ah think Spike'll appreciate ya'll not goin through with this. Its good fer him t' have some kinda hope of winnin ya over." Applejack teased, raising an eyebrow as Rarity blushed.

"He is still just a baby dragon my dear Applejack...even if there was something there he is still too young for me. Now if you all will excuse me, I have a very important order to fill out." The unicorn turned up her nose, ignoring the smell of sex in the air as she made her escape. Once outside the door she felt herself shake, images of her laying with Rainbow filling her mind.

"No! A lady does not have such thoughts! I..I'll just go home..eat this...strange leaf...and be done with this." the unicorn, plan set in mind, headed off.

Rainbow had lost count of how many times Pinkie had cum, but finally the mare collapsed on her side as Rainbow swallowed another load, panting heavily and grinning as Pinkies' member settled down, almost seeming to vanish. Rainbow Dash laid on her back, catching her breath and running the days events through her head.

She still couldn't make sense of it, the only real answer coming to mind was Twilights magic, or an incredible dream. She slowly sat up, blushing as Twilight cleaned the cum out of her coat with her magic, placing it in a jar. Applejack and Rainbow gave her confused, and slightly frightened looks, causing the unicorn to laugh nervously.

"I need a sample to test so I can figure out if we are ever going to change back...Pinkie sort of licked all of mine up..." she explained with a blush.

"Ah guess that makes sense...Ya'll ain't gonna need a sample from me are ya?" Applejack asked. Twilight shook her head.

"no..uh..this should be enough. Though I might need a sample from Fluttershy seeing as she's the only pegasus affected." Twilight said, all three of them looking over at the couch where said pegasus had awoken only a few moments ago, her eyes wide as she looked at them.

"Um...oh my..." Fluttershy looked away as Rainbow smiled at her.

"Shy..."Rainbow blushed slightly as she made her way over to the pegasus, pulling her into a hug.

"Its alright Shy...here, lemme help you. I owe ya." She smiled, waiting until Fluttershy gave a small nod before taking action.

"Guess ah gotta wait a bit longer. Ya'll got another one o' those leaves Twi'? I dunno how much longer ah can hold out." the earth pony admitted.

"Are you sure Applejack? Its sort of a...sudden experience with this, I recommend the real thing if you get my meaning." Twilight said, a small smirk on the unicorns face. Applejack had to do a double-take to make sure she had heard that from Twilight Sparkle of all ponies.

"Twilight Sparkle, did ya'll jus' encourage me t' buck my friends brains out?" Applejack asked in a hushed whisper.

"Maybe." she said slowly, lifting Pinkie in her magic and laying her in a nearby armchair to rest as she headed towards her lab in the basement.

"Don't forget that I need a sample Dash!" she called from down the stairs.

"Got it!" She called back, turning her attention back to Fluttershy, one hoof stroking up and down her long, thick member. Compared to the others Fluttershy seemed like a giant, not that the others were small by any means, but she wasn't even sure there were stallions of this size. She couldn't help but squirm in anticipation, a growing warmth between her legs driving her on.

She smiled up at Fluttershy as she dragged her tongue up the shaft of her member, the tiny squeaks and quiet moans coming from the pegasus being enough encouragement to continue. Getting a bit adventurous she grabbed a bit of the pink fleshy member in her teeth, pulling just slightly and earning another squeak.

"P...Please Rainbow...I...I mean...y...you don't have to...but...eep!" Fluttershy bit her lip as Rainbow wrapped her lips around the head of her bulk, her tongue sloppily swirling around it. It wasn't until Fluttershy hesitantly put her hooves on her head that she decided to continue further, taking half her length into her mouth and amazing herself with the feat as it poked against her throat.

Fluttershy groaned above her, whimpering and pushing on her head slightly. Rainbow smiled to herself, pulling back slightly only to slam her head back down, gulping down her thickness and coating it in slobber.

She worked her way up and down the throbbing appendage, massaging it with her tongue along the way, only satisfied with her work when she was rewarded with a squeal of delight and a rush of fluids into her throat. Rainbow coughed as she pulled free of Fluttershy's gentle grip, licking her lips and chuckling as the mare blushed.

"oh I'm sorry Rainbow..I..I didn't mean to...it just...and I...um...I'm sorry..." The pegasus hid behind her hooves, ashamed of herself. Rainbow bit her lip and sat on the couch beside her friend, pulling her close.

"Shy, you need to loosen up. You don't have anything to apologize for, you didn't force me and I wanted to do it...I mean I really wanted to..." Rainbow blushed, realizing what she had just said. Was that her speaking, or the spell? Maybe it was both. She had to admit she was liking the idea of having all these mares to herself.

"Fluttershy...you heard what Twi was sayin right? About that spell?" Rainbow asked quietly. The yellow pegasus only nodded.

"So do I really have to ask?" Rainbow turned to her with a grin. Fluttershy blushed, throwing herself into Rainbow, pinning the cyan pegasus underneath her.

"Ever since you protected me when we were fillies I just wanted to be close...just hold your hoof, or at least maybe just a kiss...but I couldn't..I can't..." Fluttershy rambled quickly. Rainbow rolled her eyes, placing her hooves on either side of Fluttershy's face, holding her still as she brought her lips to hers in a soft kiss. Fluttershy's wings snapped open with a loud POMF, her stallionhood instantly making itself known, resting against Rainbows stomach. The pegasus smiled, dragging her hoof over it.

"I want you to be the brave pegasus I know you are Shy. Show me what you can do." she whispered against her lips. A determined look came over her face as she nodded, lining up her length against Rainbow's opening and gasping as she slid in, nearly losing focus as Rainbows tight folds gripped and teased the head of her member. Rainbow bit her lip, wrapping her forehooves around Fluttershy's neck and gently brushing her hoof through her friends mane.

"K..Keep going..." she murmured softly, gasping as Fluttershy pushed deeper inside of her love canal.

"R...Rainbow...I..I'm..s..ahhh..sorry..b..but it feels too good...I..I can't..." Fluttershy tried to say, finishing her sentence with a quick thrust of her hips, both pegasi moaning loudly as their hips met. Rainbow saw stars as Fluttershy repeated the movement, her tongue lolling out of her mouth as Rainbow clung to her, building a steady rhythm that eventually pattered out into rough inconsistent rutting, both mares yelling the others name as they ground themselves against each other.

"R...ahhh..Rainbow! I..I can't..." Fluttershy moaned, trying to pull away and gasping as Rainbow tightened her hold on her.

"D...Don't you dare pull out!" she yelled, grabbing Fluttershy's wing in her teeth, biting down ever so gently, grinning to herself as Fluttershy moaned, slamming deep inside of her and releasing her pent up seed. Rainbow collapsed, feeling Fluttershy resting on top of her, her vision slow to return after several mind-blowing orgasms. Rainbow panted heavily, nuzzling Fluttershy and smiling at her.

"That was amazin Shy..." she said, completely exhausted, drenched in sweat, love juice, and the pungent aroma of sex. Fluttershy nuzzled her lovingly, saying nothing other than a happy murr as she snuggled against her.

"Ahem." Applejack cleared her throat from nearby, both ponies blushing deeply.

"Oh...heh, sorry Aj. Uh...gimmie just a sec kay?" Rainbow asked. Applejack nodded.

"Ah'm only teasin Dash. Ah'm still not entirely sure 'bout all o' this..." Applejack mumbled, rubbing her leg and looking away.

"My feelins are all over th' place...ah jus' dunno Dash..." Applejack sighed, hanging her head. Fluttershy pulled away from Rainbow, sitting in front of Applejack and putting a hoof under her chin to look into her eyes.

"Applejack, if you care for her then you should show her how much you care." The pegasus said simply, surprising both herself and Applejack.
"Now go over there and prove you love her." Fluttershy ordered, pointing a hoof at Rainbow.
"y..Yes ma'am..." Applejack gulped.

Twilight sighed to herself as she examined the sample she had taken.

"This is...strange..." she mumbled. The seed was, according to her studies of it, extremely potent, despite coming from a mare.

"Even with a magical appendage, it shouldn't be able to produce semen, not with such potency. On top of that its laced with magical energy, even though it came from an earth pony...though it is Pinkie Pie so I suppose I can rule that out as being an anomaly. I'll have to compare Fluttershy's sample and...a sample of my own...and probably some from Applejack. Pinkie Pie isn't a reliable source for science, I should have known that beforehoof." the mare mumbled to herself as she made her way up stairs, blinking as she bumped into Fluttershy who held a jar filled halfway with her collected sample.

"um..H..Here Twilight..." the pegasus said quietly. Twilight shaking out of her daze and taking the jar in her magic.

"Should I even ask what happened to the rest?" Twilight muttered under her breath

"well...she wouldn't let go..." Fluttershy answered. Twilight blushed, remembering the grip the pegasi's legs had and nodding in understanding.

"Has she finished with Applejack yet? I need a sample from her to compare to Pinkie Pie." Twilight asked. Fluttershy peeked over her shoulder and blushed.

"Um..they might need a few more minutes..."

Silence. An awkward silence at that. Applejack opened her mouth to speak, but couldn't think of anything to say. Eventually Rainbow grew tired of it, having regained the feeling in her legs she tackled the apple farmer, pinning her to the ground and smiling.

"Alright cowgirl, lets see how you handle this pony." she teased, grinding her slit against Applejacks crotch. She wasn't exactly as large as the others, but what she lacked in length she made up for in girth. Rainbow wasn't even sure if she could fit it inside of her. But she'd be damned if she wasn't going to try.

Even after all she had done the ache was still there, it was only faint, but it was still there and she had a duty to her friend, especially after making her wait for so long. The time for waiting was over, and Rainbow was going to take action. She sat up in Applejacks' lap, holding her stallionhood against her body as she ground her hips against it slowly, licking her lips and smiling as Applejack squirmed and moaned under her.

"Time to show me what your made of..." she lifted herself up, lowering herself onto the thick member of flesh, her eyes glazed over in pleasure as it filled her.

"Oooh..Rainbow...sweet Celestia yer tight..." Applejack groaned, her hooves finding Rainbows' hips, pulling as she thrust up into her. Rainbow gasped, resting her hooves on Applejacks chest as she bounced up and down.

The pegasus drooled in pleasure, satisfied that Applejack felt a whole lot bigger than she looked, rolling her hips in slow circles as Applejack continued to force herself further inside of her. It wasn't long before both mares had built up a sweat, lost in pleasure and simply bucking their hips into one another, desperate for that sweet final release.

"AJ!" Rainbow screamed, throwing her head back as she came, her walls clenching tightly around Applejacks' member, dragging the earth pony over the edge with her pegasus friend and a final thrust, flooding the mares insides with her thick seed.

Rainbow felt faint, laying on top of Applejack as she tried to catch her breath. Applejack chuckled, tired out, but easily catching her breath and wrapping a hoof around her pegasus friend. The earth pony mare blushed as her member shrank and vanished.

"Heh...wow...now thats a workout..." Rainbow mumbled as she closed her eyes, falling into sleeps sweet embrace. Applejack gently rolled the pegasus off of her, lifting her up onto her back and carrying her toward the basement where Twilight waited. Though she was caught by surprise, finding Fluttershy and Twilight waiting just around the corner.

"We weren't watching!" Twilight yelled quickly, earning a blank stare from Applejack. Twilight laughed nervously, quickly collecting the sample she had come for before vanishing back into her basement.

"Ah'm gonna put RD in Twi's bed Shy. Maybe ya'll can help her with her fancy science." Applejack said, the pegasus nodding. Applejack quietly made her way upstairs, laying Rainbow down on the bed and smiling at her.

"heh...ya look kinda cute when yer sleepin Dashie..." Applejack mumbled, nuzzling her gently and taking a deep whiff of her scent.

"Gotcha." Rainbow said quietly, pulling Applejack into a passionate kiss, rolling on the bed and pulling the mare close to her.
"Twi's gonna get mad if we mess up her sheets..." Applejack said quietly.
"Let her be mad."

A Rarity among friends Part 1

"Oh no...this is bad..." Twilight mumbled.

"What?! whats bad?!" Fluttershy panicked beside her.

"well...not bad for us..not exactly. We're perfectly fine and healthy, because we all...have Rainbow Dash taking care of us. But after checking each sample the result is the same. Somehow the spell has woven itself into the very fabric of our beings and bound us to her, all of us. Rarity included. Now here is where things get bad." She warned, the pegasus nodding slightly.

"Because of the nature of the spell we NEED Rainbow Dash in order to keep ourselves under control because she is the catalyst for the spell. Its key component. Without her to keep us in check, we would lose our minds. Sadly thats not the worst of it..."

"It gets worse!? What could be worse than losing your mind?!" Pinkie begged, popping in out of nowhere. Twilight sighed, holding some papers in front of her in her magic.

"According to my research...should we lose our minds...our bodies will focus on the one thing it needs most at that time which would be Release." she explained, both mares staring at her. Twilight sighed again.

"An Orgasm, but the problem here is that the spell is tied to Rainbow. Simply climaxing alone or with anyone other than Rainbow Dash won't settle it. So if one of us lost ourselves to the spell...we'd hone in on the closest mare and...theres no other way to really say it...It'd be horrible." she paused for a moment, trying to think of the best way to explain their situation

"Any mare unfortunate enough to be near one of us in such a state would most likely be raped and due to the potency of our seed, impregnated. But it wouldn't satisfy the need. The pony would just continue, on and on, in never-ending lust until she finally found her way to Rainbow. We're talking about a Baby pandemic on our hooves. Every mare in Ponyville is in danger of being a mother far sooner than many of them should be." She finished, hoping she had made her point

"Whats so wrong with being a parent?" Pinkie asked, "I'd have plenty of babyshowers!" she cheered.

"You don't understand. First, it'd be against their will. Second, there is no saying how far one of us would go with a mare if we caught one in such a state. We could exhaust them into nothingness and the spell would just push us on until we satisfied ourselves, but it can't be done without Rainbow." the unicorn continued her explanation

"So a lot of innocent ponies would be hurt..." Fluttershy added.

"Oh...thats bad..." Pinkie mumbled.

"On top of that...there is a three-to-one Ratio of mares and stallions in Equestria. Heck there are only a hoofful of stallions in Ponyville, though there are more in Cloudsdale, there are still more mares. Meaning if EVERY single one suffered an attack from one of us...just ONE! It could very well destroy this town and effect larger parts of Equestria as well. Applejacks farm ships out apples to several major cities, Cloudsdale has branched out its services to nearby towns and has connections in Canterlot! We are looking at a possible breakdown of civilization here..." Twilight said solemnly.

"So...all we have to do is buck Rainbow silly when an urge hits us and the world is safe?" Pinkie asked with a happy smile.

"well thats one way of putting it. But while we've all accepted this, theres still Rarity to worry about. If we don't convince her she needs to be with Rainbow..."

"WHY IS IT STILL HERE?!" Rarity screamed in frustration, slamming her head against her bedside table. She had eaten Twilights stupid leaf and the feelings of pleasure it gave her had been beyond anything she could have imagined and for five glorious minutes she had been normal once more.

But then the horrible thing had reappeared, aching even more than before. In desperation she had stroked herself to climax, several times, but still it remained. Over time her body had only grown hotter. She needed to relax.

"Tea...tea always helps me relax..j..just have to...make it to the kitchen..." the mare muttered to herself, thankful that her sister had left to go crusading with her friends. She panted slightly as she made her way to the kitchen, barely able to focus her magic against the throbbing ache, pouring herself a small cup of tea and cradling it in her hooves, simply staring at her own reflection in the small pool of brown liquid.

She knew it was her own reflection staring back at her, but her body screamed "Mare" and her appendage throbbed once more, causing the mare to groan with need. She shook her head, setting the cup aside and settling for pacing about her kitchen in silence.

"Ok Rarity...Twilights cure didn't work...not entirely. That one little leaf just wasn't enough. I'll just go back and get a few more and see if she can't spruce up a potion for me. I'm sure she's already thought of a cure. She's a smart mare." Rarity argued, focused on convincing herself that her current plan of action would work. Her ear twitched as the doorbell rang.

"A customer? Now?!" She panicked, quickly tossing on a clingy dress and ignoring the pain as she limped towards her door, opening it with a quick flick of magic and smiling.

"Oh, Miss Cheerilee, its so nice to see you! What can I do for you today dear?" Rarity asked, her smile a bit strained and her thoughts fogged by the scent of the mare before her. She had never noticed the perfume the schoolteacher wore. It had such an...alluring nature about it. Rarity found herself moving closer to Cheerilee, barely hearing her mention something about Sweetie Belle and tree sap.

"Oh, well thats a shame. Lets talk it over with a nice cup of tea, shall we?" Rarity invited.

"Well...I suppose it can't hurt to relax a little..." Cheerilee smiled as she followed Rarity, failing to notice as the door locked in Rarity's magical aura. Rarity smiled, nudging the mare towards the kitchen.
"Oh of course darling. A little relaxation is just what both of us need."

"Uh oh..." Pinkie mumbled as her left ear crinkled and her forelegs twitched.

"What?!" Fluttershy and Twilight panicked.

"Um...well...its Rarity..." the earth pony said quietly. All three mares looked at one another, bolting for the door and out into Ponyville.

"Lead the way Pinkie!" Twilight yelled, Pinkie saluting and zipping off towards Carousel Boutique.

"I just hope we aren't too late Twilight..." Fluttershy said from beside her as they ran.

"I hope so too Fluttershy. Some poor mare could be trapped by her right now. I should have acted sooner." Twilight berated herself, blinking as Fluttershy stopped in front of her.

"Fluttershy we don't have time t..." Twilight tried to argue, blinking as Fluttershy put a hoof against her lips.

"Stop it." the pegasus said quietly. Twilight tried to argue once more, only to have the pegasus glare at her.

"You've been doing everything you can Twilight. Beating yourself up over things you couldn't have known until now won't help us." she said, smiling and hugging her friend before turning around and chasing after Pinkie Pie. Just from outside they could hear that...something was going on inside the Boutique. Fluttershy was the first to make her way inside, quickly followed by Twilight with Pinkie bringing up the rear.

"RARITY NO!" they yelled together, blinking and staring at the sight before them. Rarity lay, pinned on her back with a very embarrassed Cheerilee sitting on top of her, mane disheveled and sticking to her face. Rarity groaned and rolled her eyes, too far gone to care who saw her in her current state. She whined, bucking her hips slightly, drawing a moan from the schoolteacher and shaking everyone out of their daze.

"Rarity this isn't going to help. I've done some experiments and the only way you can finally get over this need is to be with Rainbow Dash!" Twilight explained quickly.

"Um...i'm not sure I understand..." Cheerilee managed to say, gasping as Raritys' hooves found her flanks.

"I am a little busy at the moment girls...can't you come back another time?" Rarity asked quietly.

"No, we can't! Cheerilee, I don't know and I don't want to know if this is by choice or not, but you are risking a lot right now if you go through with this. Just one drop of her seed and you'd be a mother." Twilight managed to say. Cheerilee bit her lip and sighed.

"I...I'm aware of the consequences Twilight and I appreciate you trying to help...but its been...longer than I'd care to admit...I'd at least like to enjoy the company." the mare mumbled quietly.

"Its ok! I'll start the babyshower!" Pinkie cheered.

"Pinkie! you can't be serious!" Twilight yelled. The party pony pouted as she turned to her.

"But you said its only bad if a pony gets hurt and she wants to be with Rarity so we should be happy shouldn't we?" Pinkie asked.

"She has a point Twilight..." Fluttershy added.

"Wonderful! thats all settled, now if you don't mind..." Rarity said through gritted teeth.

"Um...ok then. We'll just be outside...." Twilight mumbled, leaving Rarity and Cheerilee to finish up. An awkward pause filled the air as Cheerilee exited Rarity's home, having washed up quickly. She gave them each a smile as she made her way into town, an irritated Rarity making her way outside.

"Twilight, PLEASE tell me you have a cure." Rarity begged.

"Not exactly..."

Rainbow chuckled to herself as Applejack nuzzled her in her sleep. It didn't matter that her new toy had vanished after their first time, she realized when Applejack had laid her in bed that she cared deeply for each of her friends. The added package was just a bonus really.

Though she had enjoyed herself, several times over, with Applejack, she still felt that annoying itch and had worn out her current companion and was all too comfortable in her muscled grip. The pegasus sighed and wondered to herself what would happen next. Though that question answered itself as ponies entered the Library.

"FOR THE LAST TIME RARITY, NO!" Twilight yelled, followed by a loud THUMP. Rainbow managed to slide out of Applejacks grip, making her way downstairs to find a pleading Rarity on the ground and Twilight arguing with her.

"We're both unicorns! So maybe if we...then I'd..." Rarity stammered desperately.

"I SAID NO! Just wait for Rainbow Dash. Girls, please keep an eye on her, I need to go clean up..." Twilight mumbled, Pinkie Pie saluted, shifting into a guard-dog stance and growling quietly at Rarity. Twilight rolled her eyes at her friends antics and made her way upstairs to wash off from Rarity's advances. Rainbow grinned as she spotted the mare.

"Everything ok Twi?" Rainbow asked, the unicorn blushing and clearing her throat.

"Well...No. According to my research everything is not ok and if you don't help us its going to get worse. Its already worse for Rarity." Twilight explained.

"Yea, I heard some of that, mind fillin me in?" The pegasus asked.

"Well...first off, you should take a deep breath and relax...""

"ok..." Rainbow said as she took a slow breath.

"You might be pregnant." TWilight said quickly. Rainbow Dash only stood there, completely frozen to the spot. Twilight bit her lip, waving a hoof in front of her friends face

"WWHHHAAAAAAAAAAAAAAAAAAAAT?!" Rainbow screamed, grabbing Twilight and shaking her.

"I AM NOT READY TO BE A MOM! DO SOMETHING!" She continued to scream.

"Rainbow! Calm down!" Twilight yelled as the mare shook her frantically. Rainbow slowly let go of Twilight, taking a slow breath and swallowing, her throat suddenly very dry.

"So...w...what are we gonna do?" Rainbow asked quietly. Twilight bit her lip.

"Well I can do a check and see if you are pregnant and...if you decide not to have it...I can make a special tea...but..." Twilight sighed.

"Yea...I get what you're sayin Twi. I don't think I'd be able to do that anyway. Ok, so, there might be a little me running around here, thats not so bad..." Rainbow mumbled.

"Well...theres still one problem...without you to keep us...ahem - relaxed, we'll become a bunch of sex-crazed breeding machines. So...there might be more than just one little you running around, unless we can find another way..." Twilight gasped as she was hefted onto Rainbows back and carried down to the basement.
"Get to work." Rainbow demanded.

"They've been down there a long time, do you think everything is ok?" Fluttershy asked, looking over at Pinkie Pie who had hogtied Rarity and was sitting beside the mare.
"Hmmmm, maybe they decided to have some fun?" Pinkie remarked, giggling as Fluttershy blushed.
"Hehe, I know thats what I would be doing." the party pony pointed out.

"NOT HELPING!" Rarity yelled as she struggled against the ropes. The other two mares in the room were surprised she hadn't tried magic yet, though neglected to mention such thoughts aloud.
"Why don't you go take a peek Fluttershy? I'll keep an eye on Rarity." Pinkie said with a smile.

"Oh...um...Ok I guess..." Fluttershy said softly as she made her way downstairs.
"T-Twilight? Ra-Rainbow Dash?" Fluttershy called out quietly, letting out a small eep as Rainbow pulled her into the room.

"Shy, relax, its me. We uh...got some stuff we need to say." Rainbow mumbled. The yellow pegasus nodded, looking between her friends.
"We uh...well..."
"Rainbow Dash is pregnant...You're the 'father'"

Author's Note

If enough people want to see the full scene between Rarity and Cheerilee I might add it as a sub-chapter

Special: Rarilee Chapter: Schoolteacher Shenanigans

"Oh, Miss Cheerilee, its so nice to see you! What can I do for you today dear?" Rarity asked, her smile a bit strained and her thoughts fogged by the scent of the mare before her.

She had never noticed the perfume the schoolteacher wore. It had such an...alluring nature about it. Rarity found herself moving closer to Cheerilee, barely hearing her mention something about Sweetie Belle and tree sap.

"Oh, well that is a shame. Lets talk it over with a nice cup of tea, shall we?" Rarity invited.

"Well...I suppose it can't hurt to relax a little..." Cheerilee smiled as she followed Rarity, failing to notice as the door locked in Rarity's magical aura. Rarity smiled, nudging the mare towards the kitchen.

"Oh of course darling. A little relaxation is just what both of us need." Rarity murmured softly, brushing against the mare as she passed her, though the schoolteacher didn't seem to notice.

The unicorn was tempted to make her move then and there, but forced herself to wait. A small voice seemed to be calling out to her, telling her to control herself despite how badly her body burned. But the voice was easily snuffed out as the school teacher walked past her, giving the needy unicorn a rather generous view of her behind.

"So, tell me Miss Cheerilee, is there a Mister in your life?" Rarity asked, causing the schoolteacher to jump in surprise.

"Well...no, Not really. But I'm happy with taking care of the fillies and colts in my care." Cheerilee said with a sad smile. Rarity noticed, placing a comforting hoof over hers.

"But you want more than that, don't you dear? A filly or colt of your own perhaps?" Rarity asked, scooting closer to her.

"I'm not sure I..." Cheerilees' eyes widened as Rarity pulled her into a passionate kiss, pushing the Earth pony to the ground and standing over her. For a moment she struggled, before a familiar ache filled the pit of her stomach, pressing against her.

Wait a minute..what? the Earth pony pushed her hooves against Rarity, pushing the unicorn up enough to break the kiss and glance down, seeing something that should not have been there, even if it was the answer to her prayers.

"Oh my goodness...i-is that..." Cheerilee mumbled numbly. Rarity blushed slightly.

"I understand its a bit strange Darling, but we both want this don't we?" Rarity asked, grinding herself against Cheerilee, smiling as she dragged a long low moan from her.

"I..I'm just not sure..if this is really happening..." Cheerilee managed to say, her hips taking on a mind of their own, grinding back against the thick pole of maremeat. Her body knew what it wanted, what she had refused it for so long, and it wanted it.

"Just let go, let it happen." Rarity cooed into her ear, running a hoof up Cheerilees' side. The earth pony felt a shiver run up her spine, tucking her forelegs against her chest.

"I..I want it.." she whispered meekly,

"You'll have to speak up Darling." Rarity teased, gasping as Cheerilee pushed, the unicorn falling onto her back, quickly mounted by the Earth pony, who desperately ground her aching mound against Raritys' throbbing ponycock.

"I said I want it. This, you, a foal. I want it!" Cheerilee moaned, grinding harder against her.

"RARITY NO!" Twilight, Fluttershy, and Pinkie Pie yelled as they burst into Raritys' home, blinking and staring at the sight before them. Rarity lay, pinned on her back with a very embarrassed Cheerilee sitting on top of her, mane disheveled and sticking to her face.

Rarity groaned and rolled her eyes, too far gone to care who saw her in her current state. She whined, bucking her hips slightly, drawing a moan from the schoolteacher and shaking everyone out of their daze.

"Rarity this isn't going to help. I've done some experiments and the only way you can finally get over this need is to be with Rainbow Dash!" Twilight explained quickly.

"Um...I'm not sure I understand..." Cheerilee managed to say, gasping as Raritys' hooves found her flanks. Rarity wasn't finished yet and she didn't plan on stopping just because her friends had arrived. She had always been one to put on a show after all.

"I am a little busy at the moment girls...can't you come back another time?" Rarity asked quietly.

"No, we can't! Cheerilee, I don't know and I don't want to know if this is by choice or not, but you are risking a lot right now if you go through with this. Just one drop of her seed and you'd be a mother." Twilight managed to say. Cheerilee bit her lip and sighed.

"I...I'm aware of the consequences Twilight and I appreciate you trying to help...but its been...longer than I'd care to admit...I'd at least like to enjoy the company." the mare mumbled quietly.

"Its ok! I'll start the babyshower!" Pinkie cheered, streamers flying around behind her.

"Pinkie! you can't be serious!" Twilight yelled. The party pony pouted as she turned to her.

"But you said its only bad if a pony gets hurt and she wants to be with Rarity so we should be happy shouldn't we?" Pinkie asked. Even Rarity, who didn't understand anything right now except for the wonderful warmth on top of her, couldn't argue that logic.

"She has a point Twilight..." Fluttershy added

"Wonderful! thats all settled, now if you don't mind..." Rarity said through gritted teeth. She could only hold back for so long and having Cheerilee quivering on top of her wasn't helping her.

"Um...ok then. We'll just be outside...." Twilight mumbled, leaving Rarity and Cheerilee to finish up. Rarity grinned as the door closed, slamming the deadbolt closed with her magic. After a moment of thinking she stacked several bolts of fabric against the door as a barricade.

"Now...where were we Darling?" Rarity asked, running her hooves over the schoolteachers' cutiemark slowly. Cheerilee gave a shiver and a soft moan, rocking her hips against Raritys' member.

"Rarity...please...give it to me." she whispered. Rarity licked her lips, watching as Cheerilee lifted herself off of her, her hooves sliding down the unicorns thickness lovingly, holding it in place as she rested her warmth against the head.

"Make me your mare." she breathed, eyes wide as Rarity took the idea to heart. Pulling the schoolteacher down onto her aching stallionhood. Rarity felt her mind go numb with pleasure as she buried herself in Cheerilees' inviting folds. The two sat there for what seemed an eternity, locked together happily. Cheerilee cooed as she bucked her hips against Rarity's crotch.

"Ohhhh Rarity...I-I've never felt..ohhhh!!~~~" Cheerilee gasped, Rarity having grabbed her by the waist in her magic, lifting the mare slightly before pulling her back down, slamming up into her. Each moan she earned continued to drive her on, plunging herself into the depths of the schoolteacher. Cheerilee lost herself in the moment, her hind-legs twitching in anticipation of each thrust.

Though their pleasure was soon to come to an end, after so much teasing and waiting, along with the sudden entrance of Raritys' friends, they had reached their limits. Cheerilee was the first to fall over the edge, her warmth clinging to Rarity and dragging her along, both mares screaming their release as one. Cheerilee slowly rested a hoof over her stomach, smiling down at Rarity.

"Th-thank you..Rarity..." Cheerilee said softly, leaning down to nuzzle the mare who had granted her wish. She was pleasantly surprised when Rarity returned the gesture, before rolling and pinning the Schoolteacher under her.

"Don't thank me yet Darling, we've only just started." Rarity whispered, nipping Cheerilee's neck as she buried herself within the mare once more, their moans filling the air along with the growing smell of sex, each thrust accompanied with lewd squishing sounds.

"Ahhhhnnn! R-Rarity!" Cheerilee squealed in delight, digging her hooves into the carpet and rocking against the unicorn atop her, surprised when their lips met in a passionate and heated kiss. Rarity forced her tongue into her lovers mouth, exploring delicately as she drove herself harder into Cheerilee.

A part of Rarity's mind not lost to the lust was in a frenzied panic. It would take ages to clear the air of her home, to clean out the cum-stains from the carpet and everytime she saw Cheerilee now it would either be awkward or lead to sex. She wasn't sure which she wanted, well, that part of her brain wasn't sure anyway.

The rest of her mind was too focused on how amazing she felt as she bucked harder, smashing her hips into Cheerilees, her mouth flooded with the schoolteachers loving moans. It was all too much for the fashionista. Hooking her hooves around the mare underneath her she dove as deeply as she could into her depths, flooding her insides with yet another load of pent up, thick seed.

Cheerilee shook underneath her, desperately trying to catch her breath, wearing an absolute look of pleasure on her face. Rarity giggled, admiring her hoofwork, dragging her tongue up Cheerilees' lovely body, nipping at her neck.

"mmmm, Rarity...I-I should be going..." Cheerilee murmured. Rarity pouted, biting her lovers shoulder and earning a high pitched moan.

"Ohhhhh! I-I suppose I could stay for a shower..." she sighed, slipping her hooves around her unicorn lover. Rarity smiled, reluctantly pulling free of the mares grip, hefting her in her magical grip as if she were a delicate prize and setting her upon her back.

"But of course Darling. We wouldn't want the students to see you in such a manner now would we?" Rarity teased, strangely comfortable with the mare wrapping her hooves around her, even with their combined fluids dripping from her used marehood onto her back.

It took Rarity only moments to reach her washroom, expertly slipping into the tub without dropping Cheerilee, her magic taking hold of the knobs and shifting them to just the perfect position for a comfortable temperature.

Cheerilee, unable to wait any longer, began placing kisses along Rarity's neck, up to her ear which was gifted with the schoolteachers expert tongue-work. Rarity was soon putty in Cheerilees hooves.

Just the way I like them she thought to herself. Her tail flicked back and forth, brushing the base of Rarity's still rock hard stallionhood. She giggled as Rarity moaned, slipping over the unicorn's back and propping herself up against the shower wall, her mane and coat matted against her as the water poured down on top of them. Ever so slowly she lifted her tail, flicking it against Raritys' nose as the unicorn turned around. Cheerilee couldn't help but laugh as Rarity stared.

"Come and get me." she practically purred. Rarity was all too happy to obey, mounting the earth pony and claiming her prize as she plunged into her welcoming warmth once more, both mares drooling as their bodies met again and again.

Rarity hooked her hooves around Cheerilees' midsection, grinning to herself as she felt her member bulge in the other mares stomach slightly with each thrust. She grabbed Cheerilees' ear in her teeth, grinding her member against the mares inner walls

"You are my mare now." she growled, burying herself to the hilt, moaning as she filled her mare with yet another load of potent seed. Cheerilee shook and moaned, which Rarity took as her accepting her place.

The unicorn found herself on her back in the tub. Cheerilee riding her once more. But this time was more intense than the last. The mare flung her hair back, yelling out as wave after wave of pleasure crashed over her, hips rolling and grinding against the mare beneath her. Rarity lost track of how many times she had cum, but eventually Cheerilee found her way out of the tub on shaky legs, having cleaned herself and smiling back at Rarity.

"That was...Oh I can't even think of a word to describe it Rarity..." Cheerilee sighed dreamily. Had her legs been working, Rarity probably would've mounted her again. Just the sound of her mares voice was driving her mad and her member had yet to calm down, in fact her need had only grown with each orgasm. Cheerilee sighed again.

"I hope this isn't a one time thing Miss Rarity." the schoolteacher giggled, leaning over the edge of the tub to give her a kiss.

"I'll leave my address on the table for you." she whispered against her lips before happily trotting away. Rarity sighed, her legs finally waking up enough for her to crawl out of her tub and trudge her way downstairs, eyeing the note Cheerilee had promised. For now she set it aside, pushing her way out the door wearily and staring at Twilight

"Twilight, PLEASE tell me you have a cure." Rarity begged.

"Not exactly..." Twilight mumbled. Rarity groaned, snatching up Cheerilee's note in her magic. She was sure she would need it.