“C’mon, you two, let’s go! What’s the hold up?” Scootaloo asked impatiently as she stopped on the overgrown path through Everfree.

“Hold yer horses, ahm comin’…” Apple Bloom complained as she trotted to catch up.

“We wouldn’t have gotten left behind if you hadn’t run ahead like that!” fumed a tired Sweetie Belle.

Standing together, the three fifteen-year old fillies didn’t look like much. They were all about five feet tall. Scootaloo and Apple Bloom were in shape and fit (Apple Bloom more-so, due to all that work on the farm), while Sweetie Belle was a bit more slim, with slight developing curves. Scootaloo was dressed in some knee-length shorts and a tank top. Apple Bloom wore her favorite pair of worn-out jeans and a buttoned-up shirt with apples embroidered on. Sweetie Belle came in a t-shirt she claimed was autographed by DJ-PON3 (although the others couldn’t help but notice the signature looked a lot like her own…) and a skirt.

“Look, if we’re gonna get to Zecora’s hut before she gets back from shopping, we’re going to have to hurry!” Scootaloo complained, already rushing ahead again.

“Why’re we doin’ this again? I mean, ya’ll know what happened last time Ah tried to use a potion to git mah cutie mark…” Applebloom said as she kept pace with the eager pegasus.

“Wait… for… ME!!!” Sweetie panted as she struggled to keep up.

“We’re not going to try THAT again! Look I’ll tell you my plan WHEN WE GET THERE, okay? So let’s go!”

“Alright, alright, but can we at least slow down for Sweetie? Ah don’t think she’s much accustomed to runnin’…”

-~~--~~--~~-

At Zecora’s hut, the trio found a note on the door (in rhyme, naturally) apologizing for her absence.

“Well, she’s not home, guess we should try later, let’s go…” Sweetie Belle stated as she spun around to leave, only to be stopped by Scootaloo grabbing her by the hair. “Ow! What’s the big-”

“Remember how I said, BEFORE she gets back?” Scootaloo explained, annoyed.

“But how’re we gonna…”

In answer, Scootaloo reached over and opened the door.

“Zecora never locks her door. She lives in the middle of Everfree, for Celestia’s sake, who would try and steal from her?”

“Umm…” Apple Bloom shifted from hoof to hoof nervously. “Us?”

Scootaloo fixed her Earth pony friend with a hard glare before shaking her head. “We’re not stealing, we’re borrowing! It’s completely different! We’re gonna make it up to her, don’t you worry about that!”

“And just what,” Sweetie Belle insisted, pulling her mane out of Scootaloo’s grip, “Are we making up to her FOR?”

“Okay, okay, hear me out. Today, we are going to find out our cutie marks, if only for just a second! Cutie Mark Crusaders… we are going to turn ourselves into full-grown mares!”

Sweetie Belle and Apple Bloom stared and the dramatically posed Scootaloo. “Umm… how exactly’ll that help us?” Apple Bloom asked.

Scootaloo dropped the pose and sighed. “If we can see what our cutie marks look like, we’ll know what to try to get them!”

“But wouldn’t we just turn into mares without cutie marks?” Sweetie Belle interjected.

Scootaloo face-palmed at her friends doubts. “Look girls, this is the best shot we’ve got. It’ll only be temporary. If it doesn’t work, then it doesn’t work. So, are you in or out?”

The other two glanced at each other, worried. After a moment, Apple Bloom nervously said, “Ah guess Ah’m in…” Sweetie then followed by saying “Yeah, I’m in. But this better be worth it…”

With that, the three Crusaders entered the zebra’s hut.

~--~~--~~--~

Scootaloo immediately sought out what appeared to be the shelves of Zecora’s most potent and mysterious potions. She was frustrated to find that none of the labels had words on them, just pictures, most of which were pretty vague.

She saw a few with pictures of pregnant mares. Nope. There were some showing wing loss and horn growth, or vice versa. No way. She saw one with what looked like a stallion with a massive… Nonononono!!!

“Hey Scoots, over here!” Sweetie Belle called out.

Scootaloo raced over. In Sweetie’s hand was a bottle with a picture of a filly on the left, a larger pony on the right, and an arrow pointing from the one to the other. Yes! An age potion, I’m sure of it! She snatched it out of Sweetie’s hands excitedly, despite her protests.

“So, Crusaders… who’s first?”

Sweetie Belle pouted and crossed her arms, obviously upset at having the bottle taken from her. Apple Bloom just shuffled her hooves and mumbled some inaudible excuses.

“Oh… are you foals, or mares? Fine, you don’t want to, I’ll go!” And before either could say a thing, Scootaloo had swigged a mouth full of the strangely salty tasting potion.

As she wiped her lips, she heard Apple Bloom gasp and Sweetie Belle say “Oh… that’s not good…”

“What’s going on? Wuh… URK!!”

Suddenly, a searing heat flared through Scootaloo’s body, making her stumble, just barely catching herself on a counter before slamming into the ground. Her body felt like it was on fire! Dear sweet Celestia! What was in that shit?!

She eased herself down as the heat continued to grow more intense in certain regions. Am I growing? Am I getting older? She couldn’t stand much more. Pain… fear… pleasure… all of these things raced through her. She let out a low moan as the feeling began to subside, leaving behind a calm, cool pleasing feeling.

“Uh… S-Scootaloo?” Apple Bloom asked shakily, holding out two things for her to see.

The first was a different bottle. On it was a similar image to the one she drank out of. However, this one was most definitely a filly to a curvaceous grown mare. So… what was the one on my bottle?

She got her answer when she glanced in the mirror held in Apple Bloom’s hand.

Staring back at her was an scared-looking orange colt with a short, spiky, purple mane.

-~~--~~--~~-

“No…” Scootaloo said in disbelief, staring at herself… or rather, himself. “No, no, no no nonononoNO!!!”

He began to look over himself. Her toned, yet slightly curvy body had turned into his flat yet even more toned body. Goddesses, I look like I could actually beat Apple Bloom at arm wrestling! He was about half a foot taller than she was before. His muzzle was definitely that of a stallion rather than her mare muzzle.

“Wow,” Sweetie Belle said, vocalizing what they all were thinking. “You’re a… a total… stud!”

It was then that Scoot noticed the way his friends were looking at him. He recognized that trance-like gaze… It was the stare they used when they spotted a cute colt from their class or a hunky stallion on the street. Oh, no! They’re crushing on me! Despite his disgust at this, a certain… part of him seemed to enjoy the attention.

A part of him that he had been desperately trying to ignore the existence of… but now made its presence known.

A slight bulge in Scoot’s tight shorts started to grow in size, until finally, the head of it managed to poke out the top, almost popping the zipper to reveal itself completely.

A moment of silence passed between the three…

And then the zipper popped, allowing it to reveal itself. A rather large (for his age) cock, sitting right there for all to see, fully erect, with a matching pair of balls sitting right below.

Sweetie Belle and Apple Bloom couldn’t take their widened eyes off it. Scoot could swear he saw some drool trailing out of the open mouth of Sweetie Belle.

Ooooh, no…

Sweetie Belle and Apple Bloom looked at each other.

And smiled.

Oh no oh no oh nonononoNO!

With narrowed eyes and flirtatious grins, the two teenage fillies started to strut their stuff towards the cute colt with the big dick before them.

And Scoot, despite his immense desire to run for help, found himself suddenly entranced by his two friends, with their blooming breasts and slender legs.

Whoa… when’d they get so… sexy?

~--~~--~~--~

“N-now girls, let’s not get hasty or anything here!” Scoot stammered as Apple Bloom closed in. He tried to stand to back away, but his body was still feeling a little weak from the transformation. He was helpless as Apple Bloom sat down on his legs, licking her lips and eying that hot, throbbing rod in front of her.

“Ya know, Scoots,” Apple Bloom drawled, undoing a few buttons on her shirt, “Ah eat a lotta apples. Apple pie, apple fritters, apple sauce… ya know? So ya’ll will understand if’n Ah get a little tired of apples and get a cravin’ fer… something else.”

Scoot’s eyes went wide as Apple Bloom bared her breasts for him, sending perverse shivers down his spine. He closed his eyes to try and block out the view, which disturbed the part of his mind that was still filly… but there they were. He couldn’t stop thinking about how round and soft they looked… and how great it would be to give them a little suckle.

With these perverted thoughts, he barely noticed his shirtless female friend slide into a different position. When he did open his eyes, he found her lying on top of him, face right next to his cock. Oh shit, she’s gonna blow me!

Apple Bloom started by licking slowly, from the base to the head, bottom to top, bottom to top… Scoot let out a gasp each time, unable to believe how… good this felt.

Then, she started sucking at the head of the cock. “How’s the popsicle, Apple Bloom?” Sweetie Belle teased. All the horny Earth pony could get out was a pleased “Mmmm…”

As she started taking it deeper into her throat, Scoot started letting out pleased moans. He could feel a pressure… or something… building up in his loins, growing slightly more intense with each stroke of her mouth up and down his dick, her tongue licking the length of it as she went.

Oh, Celestia, let him cum already! This is drivin’ me insane! Apple Bloom thought through her bliss, as she started trying to milk his cock deeper, harder, faster.

Wow, she wants it bad, doesn’t she? Scoot thought through the crashing waves of lust-filled euphoria and ecstasy. Well, too bad! She’s gonna have to work harder than that to make me jizz!

Apple Bloom had hit her limit. She literally couldn’t take any more cock in her mouth. She kept working, tried to pick up the pace and blow him harder and faster.

Scoot smiled for a moment, then gritted his teeth in preparation for what was to come. “Apple… Bloom! I’m gonna… gonna… CUM!”

In a massive burst, Apple Bloom’s mouth and throat became flooded with hot, gooey semen. Oh goddesses… so… much… cum… And she loved it! She greedily gulped down every last drop of it, even going as far as to lick the drooping dick clean afterwards.

Scoot sat panting for a moment as his equine penis retreated into its sheath to rest. Despite being disgusted for having just had sex with one of his best friends, he felt amazing! It was like a damn had just burst in his crotch, bringing with it a light-headed sensation of joy and relieve. And in that moment, he felt like he had to have more!

“So, Sweetie, how’re ya’ll feelin’? Hungry for some yer self? Luna knows it’s one heckuva meal!” Apple Bloom commented as she wiped her muzzle clean.

Sweetie Belle just laughed, then began to strip as she spoke. “Nope. I’ve got something different in mind.”

Scoot looked over just in time to have a pair of panties smack him in the face. As he picked them off, he felt a naked filly’s body pressing against him. He looked again… right into the shining eyes of his unicorn friend, just in time to receive a sweet kiss that made his stallion-hood start to reawaken.

As she broke the kiss and fondled her breasts for Scoot’s enjoyment, she explained her plan, making Apple Bloom gasp and Scoot’s cock to go all the way erect.

“Girls, today I’m going to lose my virginity… to Scootaloo!”

-~~--~~--~~-

Before Scoot could protest, Sweetie Belle had already started rubbing his enlarged prick against her virgin pussy, trying to get herself moist. Scoot grunted a little out of pleasure. Sure, it wasn’t much, but hey, he was starting to get used to this stuff!

Sweetie lit up her horn, causing both pussy and cock to be momentarily enveloped in magic aura. “What was that for?” Scoot complained. Sweetie raised an eyebrow at him and smiled.

“I like you and think you’re a hottie and all… but I don’t think either of us is quite ready for me to have your babies, Scoots!”

Scoot couldn’t help blush at this. “Oh… right. Continue…”

Sweetie Belle, feeling that her vag was ready, eased herself on to his meat, and began rubbing herself on it, sort of using him as a dildo. A big, hot, meaty dildo.

As he watched her work at him, Scoot began licking his lips as more perverted teenage colt thoughts raced through his mind. Oh, wow, some of her sex juices are dribbling out on me… mmm… wonder if mare honey is as sweet as I hear? Maybe later I’ll get to eat somepony out!

Damn, I’ve only just started, and already I feel like I’m going to cum on her… I mean him! Come on, Sweetie, hold it together! Determined to get the most out of this and to try and cum at the same time as him, Sweetie Belle began shoving down deeper onto the big cock, thrusting herself faster and harder each time. Oh, fuck me, he’s big! I don’t think I can take it all!

Again Scoot felt the pressure building, but he again held on. Let’s make this filly sweat a little! She wants to make herself a mare off of me? She’ll have to earn it!

Sweetie let out a squeal of pleasure as she felt her pussy flooding with her sexual fluids. “Oh, fuck! I’m cumming! I… I… I came…”

With his loins soaked in mare cum and a naked, horny filly bouncing, fast and hard, on his cock, Scoot couldn’t help but grin through his sighs and moans. This… this is great! I should have fucked with fillies years ago… oh, wait… I just became a colt about an hour ago… riiiggghhht…

Sweetie Belle was tired, sweating and panting from the workout Scoot’s still hard cock was giving her, but refused to give up. He has to be close, he has to cum soon! Otherwise… oh Celestia, I might just pass out… oh no, I think I’m going to cum again!

“Oh goddesses… Sweetie… I think I’m getting close! I’m almost there! I need more! MORE!!” Scoot shouted, almost madly, at the panting pony on his cock, who doubled her efforts at his urging.

“Oh Celestia, oh Luna, oh… oh Discord, I’m going to… not again… I’m going… to…”

Suddenly, both Sweetie Belle AND Scoots released their loads, causing a flooding of sex juices into, onto, and all around the two. Sweetie immediately pulled herself off, and embraced Scootaloo like a long lost lover. “That… was… awesome...” they both panted in unison.

“Dayum, lookit that mess… we’d better git all this cleaned before…”

Before Apple Bloom could finish, all three friends heard the front door creak open. They all looked toward the door, terrified, knowing what they were going to see.

Standing in the doorway, a bag of groceries slung over her shoulder, was a certain, buxom zebra mare.

Zecora just stared, then sighed, dropped her bags, and rubbed her temples, muttering under her breath, “Why, when I go out to town, does it seem… that I always return to what looks like a bad dream…”

~--~~--~~--~

Zecora stood, arms crossed and face unreadable, as the three friends explained what had occurred since her departure, an explanation that might have gone a little too far into details and involved way too many vague gestures. Zecora just stood, nodding every now and then, not saying a word.

Scoot had finally been able to stand, although he wished he hadn’t when he realized that Zecora’s eyes kept drifting to his large cock. Two thoughts raced through his mind. One was horrified and disturbed. Oh Celestia, she can see my dick! it thought. The other was excited by the attention, thinking Oh Celestia, she can see my dick! The latter caused his cock to grow erect, only increasing the blank stares.

It was now that Scoot realized what a goddess Zecora looked like. She was tall (even in his taller male form, he only came to her chest!), her breasts had to be at least E cups, her waist was wasp-thin, and her rear end matched her boobs in size and roundness, giving her a perfect hourglass figure! And the way she dressed… he never really noticed how scantily clad she was! Her top was just a tribal, bikini-like strip of cloth, just barely concealing her nipples. And below… her mare-hood was blocked from view by a small, simple loincloth. Looking at her like this… it drove the male part of Scoot’s mind wild, imagining fucking that perfect body. Groping those giant tits… plunging his cock deep into the depths of her-

His thoughts were cut off when Zecora finally spoke, her tone terse and serious.

“For coming uninvited, stealing my work, and leaving this mess… I have some fitting punishments for each, which I shall now address.”

“Mopping the mess goes to Sweetie Belle… For I now that much of it is her gel…”

Sweetie Belle blushed at the mention of her cum on the floor, and ran to get a mop.

“Apple Bloom, gather these ingredients you will…” She handed a list to Apple Bloom before finishing with, “For the antidote, and to replace the potion your friend did swill.”

Apple Bloom nodded and ran out to Zecora’s garden to pick what she requested.

Zecora then fixed Scoot in her hard gaze.

“As for you, colt who once was a filly… I suggest that you come with me…”

Zecora turned and trotted to a back room. Scoot gulped and followed, eyes glued to the swaying of her curvaceous hips.

-~~--~~--~~-

Zecora led Scoot into what appeared to be her bedroom. Scoot stood there, waiting to hear his punishment, shuffling his hoof a bit. What could she do that she wants me alone for? Oh, Celestia, save me!

“I have but one price for you to pay, to make me forget what you’ve done today.”
“To pay for my potion that you took, and for the antidote that I must cook…”
“All I request is this one test to pass… can you slip your cock into my ass?”

Scoot froze, mouth agape, as Zecora’s words rang through his mind. I’m going to fuck Zecora… I’m going to fuck with Zecora!

He shook his head to clear his mind, just in time to see Zecora slipping out of her clothes, revealing her perfect, naked form. With a smile, she began to tease him by groping her mountainous tits and squeezing them, letting out a loud moan as she did so. Then, she turned to give him a better view of her hot ass. Damn! She’s even hornier than those two were! And even hotter too!

With his cock fully erect, Scoot positioned himself just right, then began rubbing his hard length against her anus. So I just… put it in there? Alright… alright… He place his hands on her hips, got a firm grim, and carefully, Scoot began to insert his rod into her tight asshole.

As he began slowly pumping into her, he could hear her lewd moans, could see her groping one of her milk mounds with one hand and working her pussy with the other.

“Yes, yes, fuck my ass with your young length! Oh, so big! Divine Ones! Give me strength!” she started to scream as he started pumping her harder.

Oh fuck yeah, she wants it bad, doesn’t she? Scoot thought to himself, strangely pleased to be the dominant one this time. Well now she’s got it!

He was now fucking her as deep and hard as he could, forcing his cock in and out of her tight hole as fast as he could, making her scream and beg for more! He smiled as felt her spasm from a burst of cum. Wow, isn’t she a squirter! He watched her bring her sex juice soaked hand to her chest to fondle her other tit. She squeezed and tugged at her nipples as if trying to milk a cow… and seeing this just made Scoot even hornier.

“Please, Scootaloo boy, I beg you, blow! For I fear that my sanity is about to go!”

Alright then! She wants cum, she’ll get it! Time… for the grand finale! Feeling that he had hit his limit, he yanked himself out and deftly flipped her over. And then… he let a massive load of cum out onto the surprised zebra mare. When his load finished, she was coated… her tits, her face, her legs… all splattered with his hot goo.

Zecora sat stunned for a moment before she started licking up some of the cum off of her face, a horny look on her face. She started toying with her breasts again for him, and the message was clear… Scoots smiled as he climbed on top of her and started squishing kneading at her massive breasts, with their rock hard nipples and their soft, supple flesh.

He leaned in and started to suckle one of those black nipples, sucking and rubbing his tongue over it, every now and then giving a little nibble… Zecora’s moans and shudders told him that she absolutely loved it!

As he pulled his head back, Zecora wrapped her arms around him to pull his head back down… right between the two squishy mounds of flesh. He let her embrace him, cooing sweet nothings and rubbing her hand down the back of his head, down his spine. The feeling of having his face shoved in those boobs… gave him a total wing boner. Huh… surprised I haven’t had one of those sooner… This time when he pulled back, there was no resistance. Instead, all he got was a loving smile. He leaned in again, scooting forward a bit, and turned that smile into a kiss.

And that kiss led to one hot as hell make out session… hands groping asses… tits smashing up against abs… legs rubbing together… tongues intertwining… you get the picture.

~--~~--~~--~

After about another half hour, Scoot and Zecora came back out to find Sweetie Belle and Apple Bloom, dressed and waiting. The floor had been cleaned, so that one would never know two ponies had fucked there, and all the ingredients Zecora had requested were piled neatly on a table.

Zecora had cleaned herself off and redressed, though she had neglected to fix her messed up mane. Her alibi was that she had given Scoot a long hard talk about what she’d done wrong. It was obvious neither girl believed it, but Zecora didn’t seem at all bothered, and went right to work whipping up an antidote for Scoot.

The three friends (at Zecora’s insistence) went outside to wait. “So, Scoots,” Sweetie Belle asked nonchalantly, “How was she?”

“She was one big sex freak, that’s for sure!” he replied, still amazed at what he’d done.

“Better than us?” Apple Bloom pouted playfully.

“Oh come on, that’s not fair! She’s older than you! She’s had more experience! I can’t compare you girls to her!”

Sweetie Belle and Apple Bloom glanced at each other and grinned, then they both grabbed one of Scoot’s hands to drag him to the back of the hut.

“Um… what’s going on?” he asked, suddenly nervous.

“You said it yerself…” Apple Bloom began.

“She’s older and has had more experience with sex,” Sweetie Belle continued. “Soooo…”

“We’re both going to pleasure you at once!” the two fillies said in unison.

Scoot gulped. Here we go again! Then he smiled despite himself. Best make the most of it… you’re going to turn back soon any way…

The two friends quickly stripped once more, and began to rub their naked bodies together sexily. The effect on Scoot was almost immediate. “Damn, that cock can sure take a beating!” Apple Bloom commented as the rod became erect once more.

“Well girls, are you gonna sit there and tease me or are you going to show me what you got?”

And with that, both fillies pounced, knocking Scoot to the ground and pinning him there.

They started by stroking his cock, each one wrapping a hand around it, gently giving him a dual handjob. They quickly began to pick up the pace, jerking him off in perfect synchronization. Right when Scoot began to feel a little pressure build up, they stopped…

And bent down to place their budding breasts around it for a nice titty fuck! They began rubbing together, up and down. The sight and touch of those soft boobs made Scoot drool a little. Then, to help them pleasure each other too, they began alternating, with one going up while the other went down and vice versa. Each time their hardening nipples brushed up against each other, they both let out a sensual moan of pleasure. Scoot could feel the pressure building, but also knew that it could wait… more was to come before he could cum.

The two got even closer to the cock for their finish… they brought their faces to it, and began to lick it, in the same fashion Apple Bloom had licked it earlier. Every now and then, when they both met at the top they’d stop and kiss, driving Scoot’s imagination and loins wild. And sometimes one of them would hit the head and take a second to suck it a little. Scoot could feel himself getting close, but held on…

When his cock was good and wet, Scoot’s friends went back to the hand job, jerking him off faster and harder now that his prick was nice and lubed up from their tongues and cock kisses. Oh, wow these two are getting good! Heck, maybe we should try to find a talent like this… bet that’d be one sexy cutie mark… Hold on…

Scoot heard something… a voice calling… calling her name…

Who in Equestria could that be? Sounds really famil… oh… oh sweet, divine Celestia no! Not her… not NOW!!

He desperately wanted to tell his friends to let him up so he could hide… but they had started stroking so hard… he… couldn’t hold it anymore!

“Hey Scoots? You back here? Scootaloo?”

Scoot wanted to cry… but all that came out was a gasp of relief and euphoria as a massive gush of cum burst into the faces of Sweetie Belle and Apple Bloom.

“Wow… that was amazing! So, we do better than Zecora that time? Scootaloo? What are you two staring a… ooohh…”

All three stared, two of them feeling really guilty, the other like she was going to die of embarrassment, at the cyan-coated, rainbow-maned pegasus mare staring at them, eyes wide, mouth dropped. Her wings were spread as far as they could go, and beneath her favorite Wonderbolts T-shirt (which was a wee bit too small, but she didn’t care), they could see erect nipples.

“S-S-Scootaloo!?”

Scoots gulped, then managed a weak smile.

“Hey… Rainbow Dash…”

-~~--~~--~~-

After Sweetie and Apple Bloom excused themselves (murmuring their apologies sadly), Rainbow Dash took a seat next to her… unofficial younger ‘sister’.

“So uh… you look… good. Did something with your hair?” Rainbow Dash joked awkwardly.

Scoot looked at Rainbow. Here was her idol… the pony she looked up to more than anypony else… here was the pony who had become like a big sister to her… and here HE was stuck as a stupid colt, literally caught with his pants down.

And so, after a long, awkward pause, Scoots described everything that had happened… everything… Turning into a colt, fucking his friends, banging Zecora, and well… she saw that last bit for herself.

Rainbow Dash sat there, listening intently. At times her wings began to stick out… and sometimes she blushed at a statement. But she listened and didn’t say a word until Scoot had finished.

“Well… sounds like you’ve had a big day!” she commented at the end.

Scoot just looked down sadly at his sheathed penis. “You don’t have to pretend anymore… I know… I know you probably don’t want to hang out with me…” Tears started coming to his eyes.

“What?! Scoota… I mean, Scoots, what are you talking about? Of course I still wanna hang out! You’re still my awesome little sis… erm… bro. And don’t you ever doubt that! No matter what you look like, that will never change.”

“Really?” Scoots sniffed, wiping away a tear. Rainbow Dash just smiled and pulled him into a hug.

“Yeah, really. Just uh, y’know, don’t tell anypony about this, okay? I have a reputation to uphold, so I don’t want anypony hearing about any mushy stuff.”

Scoot hugged back and nodded, just happy to have Dash with him. Then… something occurred to him… his face… was touching her boobs. At the thought, his wings launched up, startling Rainbow Dash and making Scoot blush furiously, turning almost as red as Big Macintosh.

Scoot now started to look at Rainbow’s body from a colt’s perspective… he had heard many a stallion and colt say they’d like to bang her… and now he could see why. She had big, firm C-cups, a nicely toned ass… she looked fit without looking like some muscle-bound freak. In other words, to Scoot… she was perfect… even hotter than Zecora.

He saw her eyes go wide and her own wings go boner mode again. When he looked down, he saw why. His lust for his hero and his perverted thoughts woke up his sleeping beast… now that not-so-little friend on his groin was growing big and hard once more. So… she’s starting to look at me from a mare’s point of view… He wasn’t sure whether to be pleased or worried.

Rainbow Dash slowly walked over until she stood right in front of him. They both stared at each other… and then Rainbow threw herself onto him, kissing him full on the mouth. Scoot was shocked… but thrilled at the same time. I’M GOING TO FUCK WITH RAINBOW DASH!!!

She broke the kiss and smiled. “Hey… how about we take this someplace… private? Don’t want anypony trotting in on us, do we?”

Scoots blushed at her statement. “Where do you have in miiiiiiiiiii-”

Before he could finish talking, Rainbow Dash had hooked her arms under his arm pits and taken off at full throttle, launching them both high in the sky.

~--~~--~~--~

Within moments, the two were standing on a large cloud overlooking Everfree. At Rainbow’s touch, the cloud ceased moving, guaranteeing that it wouldn’t drift off like the forest’s clouds normally do.

Rainbow Dash immediately tossing something to Scoot from out of her pocket before undressing. Scoots was surprised to find that it was a condom. She must have seen the look on his face, because not a minute passed before she stated very tersely, “I am NOT getting pregnant today. Either you put it on, or I’m taking you back down and you can forget about doing anything sexy with me.”

Scoot decided not to question why she happened to have a condom just yet, and began to put it over his dick obediently.

Soon they were both ready. Rainbow Dash laid back on the plush cloud and spread her legs wide. Scoot was surprised that Dash was so willing to start out with him being the dominant one, but smiled and brought himself over to her all the same. He got on top and started squeezing her breasts, rubbing his cock against her wet loins.

“Skip the foreplay and bang me already!” Rainbow insisted.

Scoots momentarily became disheartened at her scolding, but rebounded and obliged her demands. He took his throbbing length and shoved it into her sex-hungry pussy, receiving a satisfying gasp of pleasure for his efforts. Slowly and surely, he began to pump.

Not ten seconds had passed before her vagina sprayed out its juices onto his thrusting penis. Fast in the sky, fast in the bed, it would seem… He kept going none-the-less; he wouldn’t stop until either he came to, or she told him to stop. The panting and moaning he heard her make told him that the former would be the case.

He was starting to hit a good pace, and he let out his own moan as he felt the walls of her vagina squeezing and convulsing around his cock. He felt the need to cum rising… he started fucking faster and harder, making Rainbow Dash’s boobs bounce a little with each hard thrust.

“Scoo… Scoo-ta-loo-ooo-oo!” Rainbow Dash panted. “St-stop!”

Scoot obeyed, despite his confusion and disappointment. Had he done something wrong?

Rainbow Dash yanked herself off of him, ripped off his condom, flung it away, and shoved him onto his back. She then fell upon the pleasantly surprised Scoots and started to blow him…

As she licked and sucked so hard he felt his penis just might pop off, he thought to himself, Holy cow! She’s even hungrier than Apple Bloom was! As she worked his cock, he felt the pressure, the need to release his cum, reaching the breaking point.

He wanted to warn her… but he also wanted her to taste him, to take that cum in her mouth… He smiled perversely as he let go, sending a stream of his hot seed into her horny mouth.

When he finished, she pulled back and swallowed, then smiled at him. “Sorry ‘bout shoving you… but you were taking too long to cum so… I thought I’d speed things up a bit!”

Scoots smiled back. “That’s fine by me. Although… That means I didn’t get to finish you off… you only came once… sooo…”

Rainbow Dash got back up and gave him a curious look. “So what?”

To answer, Scoot pounced on her, making her let out a surprised yelp as he started eagerly licking her honey pot. Yes! Finally, I get to eat a mare out! And it’s Rainbow Dash! Heheheh… I get to taste the Rainbow!

Sweet, sweet mare honey gushed into his mouth and his tongue brushed up against her clit. He kept going, thrusting his tongue into her pussy like he had done with his cock, then started squirming it around inside, making her entire body shudder gleefully.

-~~--~~--~~-

She came three more times before he decided he was finished. By then, his face was coated in mare cum and his tongue felt just a little sore. But… for his valiant efforts, he received a massive smooch from Rainbow Dash. The stood there on that cloud for a few minutes, making out and groping, just simply loving on each other.

When they finished, Rainbow Dash quickly redressed before grabbing Scoots to fly him back down.

As they landed in Zecora’s back garden, a few… questions came to Scoot’s mind.

“Hey Rainbow?”

“Yes, stud muffin? Uh, I mean Scootaloo?” Rainbow Dash blushed bright red at her little… slip of the tongue…

“Um… Why were you looking for me today? I mean not that I mind, but… you know…”

“Oh… alright well… you see I… kinda… broke up with my boyfriend today… thought hanging out with you would… help get it out of my mind…”

“Oh… why’d you break up?”

“Well… I was going to his house to… do what we just did. And, I found him in the shower…”

“Uh huh…”

“With another mare…”

“Oh.”

“And her mother…”

“Oooh… wow… that’s um… wow…”

“Yeah… I know right?”

“Well… at least he kept it in the family!” Scoots joked lamely.

“Oh, shut up you!” Rainbow responded, tossing in a friendly punch to the shoulder to emphasize her point.

“So… that’s why you had that…”

“Yes.”

“Huh. Okay. Well then, glad I could help!”

Rainbow smiled and tussled Scoot’s hair. “No prob! Oh, and you ever wanna fuck like that again? Then I’m game!”

Scoot laughed… then frowned as something occurred to him. “Actually… I’m not gonna be a colt much longer… Zecora should be finished with that antidote soon… I’ll be back to a filly…” While he knew he should be glad to be turning back to normal… he couldn’t help but feel a bit downtrodden at the thought.

Rainbow Dash kissed his cheek and said, “Well… doesn’t mean we can’t still have a little fun every now and then! To tell you the truth, I’ve always wanted to try filly-fooling! And there’s no filly I’d rather fool with than you.”

“Really?”

“You know it!”

They began to cuddle together, when Zecora’s voice shouted out from the hut.

“Young Scootaloo? I’m ready for you!”

Scoots excused himself and rushed inside. Me and Rainbow Dash? Fucking… filly fool style?! AWESOME!!

~--~~--~~--~

Inside the hut was Zecora, hard at work filling vials with the bubbling concoction in her cauldron. Scoot noticed that on each vial was a label that looked like the opposite of the one she had taken. Nearby stood Sweetie Belle and Apple Bloom, both looking a bit guilty from embarrassing him in front of his idol. He smiled and gave them a friendly wave to show that all was well, and it was obvious that this relieved them greatly.

“Ah, boy Scootaloo. Come, sip from my brew. If you wish to change from he to her, then drink this to become what you once were.”

As she handed him a vial, he couldn’t help reflect on what he’d done with this new body. He had become even closer to his best friends and his life-long hero, in a way that would stay with him forever, AND he had nailed the mare that many stallions lusted after but never got. All in all, it had been quite a run, and he was gonna miss it.

But even after all this… this body just felt… wrong. A small part of his mind remained female, and this part wanted to be normal again. And so, with a sad smile on his face, he swigged down the potion.

He immediately felt the effects. A cold rush flooded him, making his legs collapse beneath him. He coughed and sputtered… and could hear his voice going up in pitch. He could feel things shrinking… and other things growing!

When it was done… Scootaloo sat back and sighed in relief. Finally! Back to being a filly! However… something felt… off. She couldn’t quite put her finger on it but…

She heard a collection of gasps. What? What’s going on?

She opened her eyes and looked around. Zecora… Sweetie… Bloom… Dash (When’d she come in?)… all were staring at her, mouths dropped. Scootaloo looked down at herself…

The first thing she noticed was that she was notably curvier than before. I don’t remember my tits being that big… Heck, I’m about as big as Dash now! Then… she noticed something else…

She had an old friend poking his head out of her crotch.

I still have a cock… I’m a herm… a futa… whoa…

It was a bit smaller than before, more proportionate to her age now, but yes, she had a cock, resting directly above her filly-hood.

Zecora was the first to speak.

“It would seem I received the wrong ingredients from young Apple Bloom. It is very lucky for you that this did not spell your doom.”

She sighed, and began making adjustments to the large collection of vials she had just finished filling and labeling.

“Well… it looks like maybe we could still fuck after all!” Rainbow Dash said with a laugh. Scootaloo smiled adoringly at her.

Then a thought came to her. She smiled slyly, and turned to her still shocked friends (even more surprised now that they knew she had done it with Dash).

“Hey girls,” she called out to them. “I think I just thought of another thing we could try…”

-~~--~~--~~-

The three friends walked back to town… with notably sexy figures, and slight bulges in their pants.

“Cutie Mark Crusader Porn Stars? Are ya’ll sure about this Scootaloo?”

“Trust me, after all that, I think we’ve got it covered already.”

“But uh, don’t you need to be… you know… eighteen for that… because it’s, well, illegal otherwise? You know, child pornography.”

Scootaloo rolled her eyes. “Look, all that means is we got three years to practice before we hit the industry by storm! Just trust me on this! It’ll be fun!”

Sweetie Belle pouted as she said, “Trust you… like how we were supposed to trust you when you wanted us to try that ‘age potion?’ Because we all know how that turned out…”

“Ugh! Do you always have to be so negative? Look, this is different! We already know we’re good at this!”

“She’s got a point, Sweetie. We have been doin’ quite a lotta fuckin’ today!”

“Yeah… yeah okay. You guys are right. Let’s do this! One… two… three…”

On three, they all shouted, “CUTIE MARK CRUSADER PORN STARS!!!”

And with that, they wrapped their arms around each other’s shoulders and laughed on their way back to Ponyville.

And all was good.

Author's Note

Okay, so a few things...

One, I would like to state that I'm not a fan of M2F tg... but it was requested, so I decided to take a chance. I have to say, this turned out much better than expected.

Two, I decided to make the CMC into teenagers because making them adults would have nullified the plot point, and also because I could not bring myself to have them fuck as their normal selves.

Three, because the requester did not specify, I decided to go with anthro ponies because it felt more natural to me. I can totally try regular ponies, but be forewarned that I have not tried to do clop using them yet.

So yeah... thanks for reading, longest thing I've posted here to date, and... hope you liked it!