Ponyville was entering a brand new spring day. The air was comfortably cool thanks to a nice breeze that made its presence known whenever need be. It was morning time and already the shops of the market were beginning to open, ponies from all over town all ready to get their shopping done. Food, fabrics, and dozens upon dozens of knickknacks and oddities were on display for the denizens of Ponyville. Friends greeted each other while they passed, a smile and hug the usual gift they gave one another. Today was a perfectly typical, normal day for Ponyville.
A terrified, high pitched yell echoed throughout the sky, a trail of rainbow following the sound’s source. Rainbow Dash, Weather Patrol captain, future Wonderbolt, all around amazing and totally awesome pony, blasted from her home and through the streets of Ponyville. Some ponies warned her to slow down and be careful, but she had much more important things on her mind to worry about. With eyes wide and full of shock, Rainbow bolted at full speed towards the town’s library, home of one of her closest friends. The worried pegasus stopped moments before her face would’ve made contact with the heavy and very hard door.
“Twilight! You gotta open up; this is an emergency!” Rainbow Dash hollered as her knuckles frantically banged on the wooden door, reddening with each knock.
Twilight Sparkle was lying on her bed, still in her pajamas, and getting her day started with a little reading. She was close to the book’s next chapter when she was interrupted by the rapid rhythm of knocks coming from her front door. The unicorn marked her place in the novel with a bookmark, slipped her feet into a pair of fuzzy purple slippers, and made way towards her home’s entrance.
“Rainbow Dash, is that you?” Twilight asked. She opened the door and her flying friend slipped inside, slamming the door behind Twilight and pushing her back up against it.
“What’s the emergency?” Twilight asked with concern.
Her back still against the door, Rainbow Dash’s eyes raced around the room, the speed at which they were moving causing her to look mental, but she just had to be sure that they were alone. The more ponies that knew, the quicker word would spread around town, bringing a large amount of publicity along with it, the bad kind of publicity, the kind that would make a pony end up traveling Equestria with a circus instead of the Wonderbolts.
“Twilight, you remember those spells we practiced yesterday? The spells that you said were ‘harmless’?” Rainbow asked her friend. Her hands were placed on her thin, athletic body, a nervous foot tapping on the ground. She was in such a panic this morning that there simply was no time to find a pair of socks… or a shirt to cover her sports bra!
Twilight’s mind recapped the events of yesterday. She spent most of the day practicing spells with Rainbow Dash, the loyal pegasus even offering to volunteer for a few of them since Twilight herself said they were completely and utterly harmless.
“Of course! They were just harmless little spells that couldn’t even hurt a fly,” Twilight explained. “Why do you ask, is something wrong?” She raised an eyebrow. It wasn’t like Dash to act so nervously, so Twilight couldn’t help but worry.
“Is something wrong?” Rainbow Dash clutched onto Twilight’s soft shoulders. “Is something wrong!?” she asked again, her eyelashes almost touching Twilight’s as she leaned her head in.
Rainbow’s voice dropped from a shout to a hushed whisper. The mare, if she could still be considered one, was trying to figure out how to exactly explain her problem to her friend.
“Twilight, I’m… I’m a stallion!” the nervous pony revealed. Twilight’s face contorted into a mess of confusion.
“Wh-what? A stallion?”
Rainbow Dash nodded feverishly. “I woke up this morning and I felt something under the sheets. I knew it wasn’t a toy because I always put them back where they belong. When I lifted up the covers… I had a dick, an actual, real dick!”
Twilight scanned her friend from head to toe. She was searching for something that didn’t belong, something out of place, but the only thing odd about her friend was her clothing, considering that there was very little of it.
“You sure you weren’t just up reading Daring Do and the Amazon Ponies again? There’s no way any of my spells would have a side effect like that,” Twilight informed.
Rainbow blinked a few times. Coincidently, she did re-read the aforementioned story the night before, staying up way past her usual bedtime. Maybe she was dreaming? Dash did a quick turn, her back facing Twilight, and looked down at her shorts. Pinching the hem, she pulled slightly. Nope, this was definitely not a dream.
“Twilight, I’m not dreaming, unless this is, like, the most realistic dream ever, apart from having the whole dick thing.” Dash quickly spun back around.
The whole situation was starting to make Dash feel light headed. She had an actual dick for crying out loud! Was she even a mare? She searched for her usual bit this morning, but it was nowhere to be found. Did that make her a stallion then? She still had her breasts, which were just a bit below average, so she could still consider herself a mare, right?
“I’m telling you, Twi, what I should have isn’t down there anymore!”
“Well, why don’t you just show me what all the fuss is about?” Twilight folded her arms across her pajama top, tapping her barefoot on the ground slowly.
“Show you?” Rainbow Dash blushed. “I can’t… isn’t that a little, I dunno, weird?”
“Come on, Dash. We’re both mature enough to handle stuff like that. You said this was an emergency anyways!” Twilight rebutted.
“Well… okay,” Dash said hesitantly, “but you gotta promise me you won’t laugh.”
For the thousandth time, she checked the room, making sure every window was shut and every door locked. She gripped her shorts, sliding them down till she reached the middle of her thighs. Sure enough, a thick sheath and a pair of dark blue orbs were nestled in between her legs, all signs of her marehood completely gone. Dash was by no means fibbing.
Twilight’s jaw nearly hit the floor. Right before her eyes, as hard as it was to believe, were the parts of a stallion on one of her best friends.
“That’s… that’s not a… that’s an actual… dick!” Twilight had difficulty comprehending it herself.
“Told you!” Rainbow shot back. “That’s not even the worst part! This morning, it was all hard and standing straight up, my sheets were a mess, and my whole entire house smells like a stallion!” she grunted irritably, pulling her shorts back up.
“There’s gotta be something you can do, Twi. I can’t go walking around with this thing between my legs!” she motioned down to the slightly visible bulge.
Twilight paced around the floor. There was no way her magic had caused Rainbow to sprout something like that, well, not if she performed the spell correctly. Twilight’s face quickly went white.
“Uh oh,” she said quietly, before racing towards her bookshelf.
“Um, Twilight, what’s wrong?” Dash asked, finding it ironic that she was the one who was concerned.
The bookworm searched and searched, eventually coming across the book she was seeking. She flipped to the right page and scanned it.
“I made a huge mistake.”
“What? What did you do? Is it about my problem?” Dash hoped it was.
Twilight nodded and handed the book to her. Page 63, “How To Turn a Mare Into a Stallion and Vice Versa”.
“I think I accidently performed that spell on you yesterday. I must’ve messed up when I was casting the spell that changed the color of your coat since they’re both kind of similar. I hope you aren’t mad at me,” Twilight touched her fingers together nervously.
Dash didn’t read the whole thing, but understood. “Well, that depends, how long am I gonna be like this? If it’s permanent, well, yeah, I think I’m gonna be just a little angry,” the blue mare chuckled forebodingly.
“The spell only lasts 24 hours, so it should be over by tonight.”
Dash could finally breathe again. “Well, what should I do until then? I had things planned today and I certainly don’t want to do them now on account of this not-so-little problem I have.”
“You’re certainly welcome to stay here, Dash!” Twilight offered. “Spike’s going to be out all day today, so it’ll be just us; and don’t worry, I won’t tell anypony about this.”
Dash slumped up against the door and sighed. “I just hope it wears off soon.”
Twilight frowned. She felt awful that she was the only one to blame for Dash’s situation. “Dash, I’m really, really sorry. It was just an accident, a rather embarrassing accident at that.”
Rainbow looked up at Twilight and smiled. “It’s okay Twilight. I mean, we all make mistakes, right? And, yeah, I’d love to stay here if I can. I don’t want to risk anypony besides us finding out about this. I don’t think I’d be able to live down the embarrassment.”
“What are friends for?” Twilight grinned.
The bulge in Rainbow’s shorts was still visible. Twilight tried to ignore it, but it kept dragging her back in. Was she intrigued because of oddity or fantasy? A few inappropriate thoughts did linger around in her head, no matter how hard she tried to push them out.
Dash let out a sigh of boredom and stood up. If she was going to be here all day, she was going to have to find something cool to do, something that will keep her mind off of other things.
“So... do you wanna talk or something?” she scratched her head as she asked Twilight.
Twilight didn’t even pay attention to what Dash had said. She was currently a little too busy eyeing Dash’s newly obtained package. Twilight had never seen a stallion’s junk up close, but had always wanted to. Judging by the sheath and the pair of balls that went along with it, she was sure that Dash wasn’t too far behind most stallions. In fact, she might even be able to give some a run for their money!
“Twi? Hello, anyone in there?” Dash snapped her fingers before the mare’s muzzle, trying to garner her attention. “Did you hear me?”
“Um, what? What did you ask?” Twilight blinked a few times.
Rainbow raised an eyebrow. “Are you okay? You seem, I dunno, a bit off.”
“Oh, well, I was just thinking about your… thing,” Twilight admitted softly, jutting a finger out in the direction of Dash’s groin.
“Yeah, it’s weird, I know.” Rainbow Dash folded her arms across her chest.
“Actually, I don’t think it’s such a bad thing.”
Rainbow quickly shot an outrageous look at her unicorn friend. “Not such a bad thing? Are you serious? How is this not such a bad thing? This is, well, kinda how Rarity would put it; the worst possible thing!” Dash rose off the ground, her finger out to prove her point. However, she began to think. Twilight said that it isn’t such a bad thing; is she right?
“How exactly is this not a bad thing? I mean, well, you saw it!”
Twilight’s face reddened once again. “Well, for starters,” she got down onto her knees and slipped down Dash’s shorts, “it’s of excellent size!”
Dash gasped and winced as Twilight’s hand made contact with her sheath. She shuffled back a bit. “W-woah there, let’s hold on for a bit! I barely even know what to do with this thing and I really don’t want to do anything like-wait… did you say it was a good size?”
Twilight nodded and a smile appeared on her face. “From what I’ve read, you’re actually bigger than the average stallion!” She placed her palm underneath the stimulating member.
Dash blushed and turned her eyes away. She couldn’t lie that the warmth of Twilight’s palm against her new appendage felt pretty nice. She looked back down at her member, which was in fact quite impressive.
“Well... um… thanks, I guess.”
“And you aren’t even fully erect yet!” Twilight added. She leaned her nose in and got a full whiff of Rainbow’s musk, finding it irresistibly enticing.
Twilight could hear her friend let out a soft moan above her. Outstretching her hand, Twilight dragged it from the middle of Dash’s torso down to her thigh, running over her exceptional muscles. While she didn’t exactly feel comfortable with what was happening, Dash found herself becoming aroused.
“At least I’m stuck with you instead of somepony else, Twilight.” Dash’s eyes went straight towards Twilight’s cleavage, imagining her satisfactory breasts pressing up against her own, noticeably smaller, breasts.
Slowly, Twilight started stroking the underside of Dash’s newly acquired dick. Everything about it was phenomenal: the length, girth, even the size of the balls; it was absolute perfection. Dash shifted her legs, letting out soft huffs while Twilight continued her gentle stroking on the dark blue cock. The wide flare started to leak a bit of pre onto Twilight’s soft, lavender hand, some of it falling through her fingers and onto the floor below.
“Twilight, I dunno, this all just seems really sudden.” Dash’s legs squirmed, the pegasus trying to escape the situation, but also desperate to stay exactly where she was.
The unicorn knew her friend was right, but she just couldn’t pull herself away from such a fantastic piece of stallion cock or, in this case, mare cock.
“You’re right, but… this thing is just so… hot!” Twilight took hold of it from the base and dragged the tip across her cheek, a spot of pre dabbing her purple coat.
Rainbow shivered as her sensitive tip made contact with Twilight’s soft cheek. What on earth had gotten into her friend to make her act so unconventional? Sure, Rainbow swung both ways, most mares did, but she never once thought about doing something like this with Twilight. However, Dash’s equipment didn’t seem to share the same thoughts and was reaching its full length and girth quite quickly.
Twilight finally rose up from her knees and stood next to her blushing, cyan friend. She placed one hand on her shoulder while the other remained on the throbbing piece of meat between two athletic legs.
“Wow, Rainbow! Just look at thing!” Twilight remarked, her fingers drifting over the two heavy balls below. She was beginning to feel herself moistening up.
“I saw it T-Twi, trust me. I had to dunk myself in ice water to just make it go away earlier.” Dash shivered, her cock still leaking and throbbing.
“There’s another way you can make it soft, you know?” Twilight whispered into Dash’s ear.
Dash quivered as Twilight’s warm breath touched her ear, her wings giving a slight twitch. She knew exactly what Twilight meant; Dash was by no means a virgin.
“I know, Twilight, but I’m not gonna go rub one out in your bathroom,” Dash said to her friend.
“No, you don’t have to do that, as much as I’d love to see it,” Twilight replied, turning so that she was now directly in front of Rainbow, her breasts pushing up against Dash’s bra. Her dripping slit hung above Dash’s throbbing cock; every time it twitched, it rubbed along the wet spot on Twilight’s purple panties.
“It is just you and I here, nopony else; we’re the only ones who know.”
Twilight cupped her hand on Dash’s cheek and brought her in for a kiss. When she pulled away, a trail of saliva followed. Her hand then brushed along Rainbow’s flank, rubbing it ever so softly. Dash moaned and squeaked in delight, her wings beginning to unfurl with every touch. Twilight took her other hand off of Rainbow’s mare cock and started to feel along her powerful wings.
“I never noticed how sexy you are, Dash,” Twilight whispered.
Like her new appendage, everything about Rainbow Dash’s body was flawless. Her mane was vibrant, her eyes hypnotized you, and her toned muscles prevented your eyes from glancing away from her body. Twilight started to caress Rainbow’s bum while the other hand went back to her cock.
“I bet this thing is pretty pent up too; it’s been leaking like a pipe for a while now,” Twilight observed.
“It does kinda feel like it.” Dash blushed even deeper.
“So… how about it Dash? Should we really solve this problem of yours?”
Dash answered by leaning in for another kiss, a kiss that Twilight easily accepted.
“Should we take this upstairs?” Twilight asked, giving her friend a pair of bedroom eyes.
Rainbow Dash nodded. Twilight led the way to her room, leaving behind her panties and pajama top; she never wore a bra underneath. When they reached the room, Twilight set herself down on her bed, lying on her back. Her teasing fingers danced between her legs, giving her just enough stimulation.
“Oh, Rainbow…” Twilight murmured under her breath, though Dash’s ears still picked it up.
Rainbow climbed up on the bed, looking down at Twilight playing with herself. Her wings twitched in time with her cock, pre still leaking out. She removed her bra, her nipples already erect, then crawled towards her horny unicorn friend.
“I know exactly what I want to do with you.” Twilight raised her leg, stopping when it was in line with Rainbow’s mare cock. She tilted her foot forward and gave the tip a tiny touch. Dash jumped lightly, a gasp escaping her as Twilight’s foot made contact.
“Um, should I sit down or something?” Rainbow Dash asked.
“You do whatever makes you the most comfortable,” Twilight giggled, her toe circling around the tip of Dash’s member.
Dash reclined against the bed post and spread her legs, her shaft bending slightly. Twilight had plenty of room to work with now. She extended her foot once again, running the sole along the side of the dark blue cock. Dash continued to quiver as she glanced back down at Twilight’s working feet.
“So… why feet?” she asked, not that she minded it or anything.
“Just something I’ve always wanted to do since I read about it,” Twilight replied. A drip of pre on her toe allowed for some extra lubrication.
Dash let out huffs of air whenever Twilight passed over her sensitive flared head. Her wings responded with gentle movements, sending a zephyr of breeze towards Twilight. Rainbow’s cock squeezed through Twilight’s flexible toes, leaking more of its supply onto them. Dash closed her eyes and leaned her head back. Next time she was with a stallion, she would definitely have to bust one of these out!
“Oh man, Twi, this is amazing!” she panted.
Twilight smiled at her friend and continued her footwork. Needing some attention herself, her horn began to glow. An invisible force was suddenly putting pressure on her marehood; pressure that she desperately needed. Twilight’s moans increased in volume, her magic doing just the trick on her soaked snatch. She moved her feet further down Dash’s length, gently pressing her heel into her balls; they felt filled to the brim.
Dash moaned and shivered. Twilight’s feet were unbelievably soft and were performing wonders. She had never felt anything like it before, Twilight’s bare feet causing her more pleasure and enjoyment than any stallion, mare, or toy she’s been with.
“Twilight, I think… I think I’m gonna cum,” Rainbow said in between gasps and moans.
“If you’re gonna cum,” Twilight replied, “make sure to do it all over my feet!” She wiggled her toes against Dash’s length.
Dash was nearing the final stretch. Every tickle, every touch, every single movement Twilight made pushing her closer to the edge. Soon, her hips started to buck and the first blast of warm seed pulsated from her tip, gliding through the air and landing with a splat onto Twilight’s thigh. Twilight squealed in delight, in love with watching Rainbow Dash wither in front of her. The magical force around her cunt increased in intensity in an attempt to make Twilight reach her own orgasm.
Rainbow Dash grunted as burst after burst of cum flowed from her flared tip, the viscous liquid coating Twilight’s feet and ankles. She bit her hand to suppress her loud moans, her cock twitching as it shot out the last of its load. When her orgasm had completely subsided, Twilight’s feet and ankles were completely covered in hot, sticky cum.
“Wow, that was A LOT of cum. You must’ve been really pent up!” Twilight squeaked as she rubbed her feet together.
Dash panted as her cock started to soften, the tip almost touching the bed sheets. “T-thanks, and thanks for messing up on that spell. I guess it wasn’t so bad after all.”
“No, it certainly wasn’t. Now,” Twilight smirked, “I think I need you to lick me clean.”
Dash’s eyes shot wide, but her expression quickly changed into one full of lust. She crawled forward, a smirk upon her face, and took hold of Twilight’s left, cum covered, foot. Rainbow Dash extended her tongue and dragged it along the bottom of the soft foot. She started from the heel and went all the way to Twilight’s curling toes. The unicorn, still without achieving her orgasm, continued to please herself with magic. Dash’s tongue was collecting every drop of cum that she shot onto Twilight’s lovely feet, the mare finding the taste to be delicious. When she finished with one foot, she moved onto the other. Twilight’s breathing was starting to become more separated, a sure sign of her impending orgasm.
“Oh, Dash!” Twilight’s body was starting to jerk, her orgasm seconds away.
Rainbow finished off Twilight’s right foot just in time. Right before Twilight came, Dash pounced onto her cunt, her expert tongue immediately slipping inside to give Twilight the extra push she needed. As her orgasm came upon her, Twilight let out a scream of ecstasy, her hand gripping onto Dash’s rainbow colored mane, pushing her forward just a few more inches. Her marehood convulsed and squirted out a few juices onto Rainbow’s muzzle and mane.
Letting out a huge sigh, Twilight’s head sunk down into her pillow. “Sweet Celestia, that was amazing.”
Wiping away her mouth, Rainbow crawled up next to Twilight and laid herself down, a hand being placed on the bookworm’s breast.
“You sure could say that again,” Rainbow Dash said, her eyes closing slowly.
“How about, instead of saying it again, we do it again?” Twilight asked.
Dash’s eyes opened quickly. “Oh, time to practice more spells?” she questioned, raising herself up a bit.
Twilight nodded. “And I think I know the perfect spell to use.”
