{Another Dose of sex, dood.}
TAGS:
Twixie: (Futax5/F, Gangbang, Oral, Anal, Vaginal, cloning, Public-Play?)
TwiDashda: (Futa/Futa/F, temporary flight sex, dick growth, Anal, Vaginal, Oral, Knotting)
Twira: (Futa/F, Human, Oral, Breast Play, Vaginal, Anal, Hornjob)

Removing her fertility once again, Twilight smiled as a scroll materialized out of thin air. She smiled as there were four check marks, leaving seven in need of one. “Now… who’s ne-”

“TWILIGHT SPARKLE!” Twilight turned her head in mild shock and amusement to see a angry blue unicorn several feet behind her. “How DARE you!”

Rolling her eyes playfully, Twilight walked over to Trixie. Each step taken caused Trixie’s anger to diminish and shrink in the scholar’s presence. “Yes, Trixie?” The purple mare asked, now face to face with the magician, her red eyes piercing through the Magician.

“I-I-Trixie is VERY upset with you, T-Mistress. You… know how Trixie dislikes you mating w-with those that are unfit to… taste your… power,” Trixie scolded, or tried to as she was visibly shaking under Twilight’s calm smile and intimidating aura.

“Oh Trixie… you know I love you, as I love all my mares. Come, I’ll show you just how much I love you…” Twilight exclaimed, her horn glowed as a bubble formed around them.

Trixie was frightened, looking for an escape. “Trixie is at odds with what she desires, can she get a few seconds to think?”

Twilight’s smile grew as four copies of herself, with piercing blue eyes instead of the original’s normal red, slowly materialized out of the bubble's walls. “But Trixie, you’ll miss out on all the fun. And don’t worry, no pony can see in, but we can see out. To everypony else, we are talking about high level magic. But to us… you are about take to take all of me at once.”

Trixie swallowed a breath and slowly scooted away, only to bump into a Twi-clone. As she fell on her rump, she immediately tried to cover herself with her cape. Only to hear the five Twilights chuckle. “You really wanted this, don’t you Trixie?” The main Twilight asked, the other Twilight merely giggled between each other, saying how much the magician needs a dick in her.

Trixie blushed heavily but slowly nodded, slowly getting onto her hooves. She caught the real Twilight make a gesture out of the corner of her eye, only to be surprised by a purple veiny cock pressed against her mouth and a smiling Twi-clone above her.

Twilight watched in glee as Trixie opened her mouth to let her clone in, her blue hooves latching onto the starburst cutie marks as she sucked harder, visibly causing the clone to groan. She turned to see her other clones rubbing their erect cocks and smiled. “She has more than one hole, you know.”

With that invitation, two of the clones approached Trixie and levitated her without making her release the member in her mouth. One Twi-clone slipped underneath, dick poised to penetrate the azure petals, while the other Twilight rested her hooves on Trixie's rump, ready to spear the poor unicorn's rectum.

Tears formed in Trixie’s eyes as she felt the invading members enter her, being fucked by three Mistresses at once while two were still waiting for their turn. The fourth clone walked over next to Trixie and sat down, levitating the blue mare’s hoof onto her erect penis.

Taking the hint, she slowly began rubbing her hoof against the final clone’s penis, struggling to stay balanced while three other mares pounded her holes. Her soft fur rubbing against the turgid length having the desired effect of making the fourth clone coo cutely, despite the panting and moaning that happened around her.

Trixie felt a caring hoof on her cheek, looking up to see the real Twilight smiling down on her. “Take a look around, Trixie.”

Trixie did as she was commanded and let her eyes wander between the purple forms that surrounded her, watching ponies walk by her and ignore the fact that she is being fucked in the middle of Ponyville in broad daylight. The sudden scare caused her pussy and mouth to clench, causing three of the Twilights to hiss from the sudden tightness.

When she finally relax, she was met with another surprised when Twilight nodded her head. The Twilights that occupied a orifice began moving quicker, causing Trixie to gag around the purple cock. The Twilight at her front pulled her dick out and tapped Trixie’s cheeks, causing saliva and pre-cum to coat her face before ramming it back down the magician’s gullet. The Twilight in her vagina wrapped her hooves around the magician, causing her body to grind against the slut of a pony. The last Twilight had her eyes closed while she recklessly rutted the poor mare's backdoor, letting the pleasure of the tight orifice wash over her senses, her hoof coming down to slap Trixie's cutie mark only to cause her cry to vibrate around the member in her mouth.

The two mares at Trixie’s rump didn’t show any concern for her safety as they forced every inch of dick deep into the blue unicorn’s holes, feeling them throb and twitch inside her, taunting her with their seed as Trixie felt her body tense and twitch with her orgasm.

The Twilight that was getting a hoof job, groaned as she felt bored, jealous of her sisters getting to feel the warm orifices of the blue mare while she just got a single fuzzy hoof. She stood up and walked over to Trixie’s rear, trying to push one of her sisters out of the way. “Wait your turn,” the Twilight in Trixie’s ass snarled.

“I want more than just a hoof, you know. Move and let me fuck this whore,” the angered Twi-clone said, fighting against the rutting mares to a hole to fuck.

She soon found herself being levitated back by Trixie’s needy hoof, but this time her seat had something jutting out of it.

“I need some attention too… and just because you are a shadow of me, doesn’t mean you can call MY mares whores, whore,” Twilight retorted with sick smile, forcing her rebellious clone to take her meat to the hilt, Trixie’s right eye went wide upon seeing her Mistress fuck herself in an oddly literal way, making her hotter and more needy. Her hoof fighting to grasp the flailing Tw-clone cock next to her. Letting out a purring sound once her hoof began stroking the penis once again, watching in glee as the owner rode the real Twilight’s penis.

Twilight chuckled as her own clones proved to have tight and welcoming pussies themselves. The clone on her lap moaning as she received dual pleasure.

Trixie’s eyes lost focus as the members inside her felt bigger, growing inside her as they prepared to cum. Her pussy and ass clenching tight in a futile attempt to keep the clone’s cream inside her.

With a muffled scream, Trixie came again. Her body writhing between the five mares, her every orifice demanding to be seeded as the three mares around her groaned in unison, she let out a happy noise when she felt cum not only sliding down her throat like water jets, but to feel her rectum and pussy both be filled by clone seed.

The rebellious clone whinnied in pleasure as her cock shot out streams of cum onto Trixie’s head, as her pussy clamped down on the original’s in the midst of her own orgasm. The real Twilight let her clone ride out her orgasm before removing herself from the clone's pussy and lying her on the pavement, sliding her dick out to find it was slick with juices and ready for more pussy. “You three, make use of your sister, I got a mare to claim.”

The three clones grinned maliciously as they swarmed the clone that tried to interrupt their fun. The solitary clone was unable to react to two dicks pressing against her cheeks while the third entered her used pussy.

When Trixie’s eyes refocused, she found Twilight blowing two other Twilights while a fourth Twilight stretched her pussy. The middle Twilight’s dick flopped uselessly between the others, looking rather delicious to the magician. Her gaze soon found a fifth Twilight behind her, sliding her dick along her crack and coating the silver tail’s base in her previous mate's juices. The strange red irises of the fifth Twilight convinced the magician that this is the real one. “Enjoying the show?”

“Ye-yes, Mistress,” Trixie stuttered, swallowing her breath as her loins burned from the Twilight gang bang she just experienced and now witnessing. “Are you not joining them?”

“I can sorta see why you girls think I got a nice butt, but…” Twilight paused, her hooves tracing Trixie’s cutie marks. “I see a better piece of flank here.” She emphasized the point with a slap on Trixie’s rear, causing her to yelp.

She levitated Trixie to face the mating clones while positioning her dick to enter the magician’s absurd flower. “I hope the clone here kept you tight for me, I normally don’t like getting sloppy seconds.”

“Sorry about that, I sorta stretched her out,” the Twilight receiving a blow job laughed, thrusting her hips into her sister’s mouth.

Twilight merely chuckled as she forced her every inch deep into Trixie, feeling her clone’s seed cover her cock as she reached the very depths of the blue mare.

Despite the recent fucking, Trixie still screamed as she felt her true Mistress' cock enter her. Her eyes fighting to remain open as one of the Twilight’s laid back, repositioning her cock to enter the submissive clone’s rectum while the clone that answered Twilight earlier shoved her dick as deep as she could into her magical sister's used pussy. The final clone stood above the middle mare and forced her to suck more purple cock. The clone pounding purple pussy raised her tail to allow Trixie a clear view two dark purple cocks entering and extracting themselves from the panting Twilight clone.

The mere sight mesmerized Trixie, but didn’t keep her from feeling the real Twilight rutting her hard. Groaning as the lilac member inside her hit her g-spot over and over again.

Twilight could feel Trixie was getting worn out, and grimaced. “Trixie, you only came twice. Are you really out of steam already?”

“N-no!” Trixie announced, struggling to her hooves while failing to realize that Twilight has her pinned. “Trixie can do more, Trixie… can still please Mistress.”

"Interesting, that pleases me very much, Trixie," Twilight chuckled, her horn glowing brightly.

Trixie felt her body come alive while Twilight began pounding her pussy again, the muscles at her rear returning to normal to tighten around the invading appendage. Her rump thrusting back onto the purple member while the scene before her played out. “Screw Trixie closer, she has something she must do!”

Twilight rolled her eyes and levitated Trixie closer to the mating Twilights, She nudged her head between the the masses of purple fur to wrap her lips around the clone that was getting railed by her sisters, bobbing her head feverishly while her free hoof rubbed what she couldn’t get into her mouth and making the Twi-clone she’s blowing squirm in pleasure.

The Twi-clone that rebelled earlier couldn’t take the new sensation and moaned around the purple cock in her mouth as she came, her juices leaking around her sister’s cock while shooting her spunk into Trixie’s mouth.

The Two Twilight’s fucking her magical sibling’s ass and pussy groaned as the two holes tightened around them, their cocks shooting thick ropes of cum into the Twilight they’ve been pounding, letting out shallow breaths as they unloaded all they had into the purple rump.

The Twi-Clone at her sister’s head bit her lip, blasting the back of the Twi-clone throat while she continued to ram her dick deep inside her sibling’s mouth, enjoying the feeling of her tight throat over her cockhead.

Trixie felt her own orgasm coming, drinking in the cum that shot and leaked out of the clone before her. The pressure in her rump telling her that the real Twilight wasn’t quite there, as she joyously sank herself deep and pulled out like a machine, letting out quiet moans and giggles.

Smirking, Twilight pulled Trixie onto her lap and let out a whistle. “Girls, front and center.” The Twi-clones looked at each other and sat obediently before Twilight and Trixie, while one of them slow limped over. “Now, Trixie. Show me your magic and make them cum all over you,” Twilight ordered.

Trixie’s pinkish magic glowed around the four erect penises before her, pulsing around them and making the four Twilights moan and grunt. Trixie had some difficulty keeping her magic going while the thick purple meat in her pussy but she did all she could to please her Mistress.

At that moment, a blue blur shot down next to them. “What the hay are you-” Rainbow Dash stopped to see four Twilight’s preparing to cum all over Trixie while a fifth pounded the blue mare’s cooch. “Whoa.”

“Rainbow, thanks for making things a little easy for me. Could -Mmmm- wait until I’m done with Trixie?” the fifth Twilight said, winking at the blue pegasus.

Rainbow sat down and watched the scene play out before her. “I… I thought you were just talking… what in the world?”

“Magic, Dash. It can cause and solve all sorts of problems,” Twilight joked, grunting as she felt her own climax coming close. The four unicorns in front of them were gasping as their dicks throbbed in pink light, the sole blue unicorn opened her mouth wide to receive the clones' gifts.

Rainbow’s hoof quickly began to rub herself, her eyes widening as the four Twilight’s let out a cry, painting Trixie in white cum while the Twilight screwing her muffled her groan as she filled the magician’s pussy. Trixie swallowed what entered her mouth and licked up what she could off her lips as she laid back in her Mistress' embrace, riding the aftershocks of her latest orgasm.

Letting out a pleasurable sigh, Twilight teleported Trixie into her bed in the library as her clones slowly disappeared in a field of purple butterflies, the clone that rebelled giving a weak glare before joining her sisters.

Twilight cleaned the street she was using with her magic and turned to Rainbow Dash, her dick still erect and ready for more mares. “How are you today, Rainbow?”

“I’m doing good,” Rainbow mouthed with very little sound leaving as she stared at Twilight’s cock. “So… was doing Trixie in the middle of town part of your schedule?”

“No schedule but with how things are going, I might as well. Breakfast with Pinkie, checking on Chrysalis’ brood, visited Rarity for a bit and met up with Fleur, then gave Trixie a show, I’m thinking that the next thing on my list is flying… with you,” Twilight claimed, with a seductive smile across her lips.

Rainbow smiled at the prospect of flying with a friend other than Gilda, as great of a flier the griffon was. “Awesome, let’s g-” She quickly remembered that Twilight had no wings. “How are you going to fly without wings, Twi? Magic?”

“You could carry me, I don’t exactly trust the butterfly wings I gave Rarity at the moment,” Twilight said.

“Oh, that would kinda mean we can’t do tricks, though,” Rainbow stated, frowning.

“Well, Gilda told me once before that you and her… joined a special club at Flight School and was wondering you could help me join,” Twilight smirked.

Rainbow was confused for a moment before her eyes widened in realization. “Wait… but, how? you’ll be on my ba-” She was startled by Twilight teleporting onto her back, her back legs hanging off her rump and her ridge dick pressed between her cheeks.

“Start flying,” Twilight whispered into Rainbow’s ear. The blue pegasus took off with her purple passenger. What confused her was that Twilight didn’t feel like she weighed anything, as matter of fact, she felt lighter than Scootaloo. She gasped when she felt the hard member press against her anus. “Just keep flying and let me do the rest.”

Not wanting to be seen, Rainbow ascended high above with her passenger, blushing as the purple unicorn pressed herself into her bottom while her hooves held on tight. She yelped as she fought off the urge of her wings tensing when the head of her alpha’s dick pushed in.

Twilight’s grip on Rainbow’s waist tightened when she continued to push her meat deep between the speedster’s cheeks, loving the attention the blue mare’s muscles gave her as she sunk in.

Rainbow Dash had troubles controlling her altitude as Twilight slowly moved her purple hips against blue fur. Her wings struggling to go rigid under the constant stimulation the pegasus was going through. She found a cloud and saw it as her blessing, she swerved to land only to feel something pull her away, forcing her wings to flap and bring her higher. “I wanna fly, Dashie. If I wanted to fuck you on a cloud I would have said so,” Twilight scolded, but never losing the cocky smile she had developed.

Rainbow bit her lip, not wanting to anger the spellcaster rutting her. She continued to lazily soar through the skies, while her marehood leaked and fell to the ground far beneath them.

Twilight attempted to go fast but found some difficulty doing so without the use of her legs. “This seems hard, must be easier when you two were just eating each other out, huh?”

“We actually… made out while flying, then we landed on a -jeez- cloud to have sex, so long as you’re -Mmm- in the air and fucking, it’s still the… Mile High Club,” Rainbow uttered, her wings losing power as her rump stole what strength it could to please the member nestled inside.

Twilight thought about it. “Very well, land us and I’ll continue,” she shrugged, slightly disappointed that she won’t cum inside her friend while in flight. Rainbow thanked the stars as she found a cloud and laid down, Twilight quickly cast a cloud walking spell before letting her hooves touch the cloud and slapped her friend across the flank to get her ready, all the while making good on her promise. She then continued her anal assault, causing Rainbow to moan and squeal as her face was pressed into the white fluffy expanse, leaking mare fluids as she slowly recovered from her first orgasm.

“Having fun without me?” Twilight turned her head, not stopping in the slightest just because somepony talked to her. She found Gilda landing next to them, she walked over and scratched behind Rainbow’s ears, causing her to moan in pleasure. “Shame on you both,” the griffon joked.

“Well, Rainbow does have one other hole…” Twilight said a wicked smile crossing her lips and her horn shining in a pale purple light.

Gilda looked at Twilight in confusion. “I actually wasn’t expecting to see you two fucking in the sky, so I forg- WHOA!” She was shocked to see a barbed cock with a bulb at the base hanging between her rear legs, hard and ready. She looked back up to see Twilight, now on her rump, using her fore-hooves to spread Rainbow’s hind legs and revealing her moist pussy. “That’s… so damn tempting.”

“Trust me, it’s better than a toy, Gilda. Just mount her,” Twilight cooed, making the speedster bounce on her lap.

Rainbow stared at the griffon penis before her, unsure what to make of it, but wanted it inside her regardless. Gilda slowly marched forward and gripped Dash’s legs, poking her pussy lips with the pointed tip.

Gilda took a deep breath and pushed forward, spearing Rainbow Dash and pressing her body between the two. She had used strap-ons before, but to have her own flesh stick to stick ponies with was new to her. She felt her long time friend’s walls close in around her, and how her barbs rubbed against the flexing walls, fighting to keep her nestled deep inside the blue pegasus. Her eyes clenched from not just how tight Rainbow truly felt but how hot her insides were, feeling like it was searing her new appendage.

Twilight smiled widely as Gilda now tried to thrust, forcing the barbs to scrape against the inner walls of Rainbow Dash while trying to push her knot into the writhing pegasus. Her own cock was snugly kept inside the blue pegasus’ rectum, held tightly by the orifice inner walls.

With Twilight’s thick cock stretching her ass and Gilda’s cock scraping her walls with her barbs and trying to push a baseball-like knot into her cooch, Rainbow’s senses were being overwhelmed. Her hooves tried to find a hold on one of her mates, flinching as Twilight’s crotch met her rump or whenever the bulbous knot slammed against her groin. Her juices leaking past the two cocks and landing through the cloud they were on.

“Is… this how you feel when you fuck us? This feels so awesome,” Gilda panted, thrusting harder, her need to shove herself to the base in her childhood friend increasing with each thrust.

“It feels better when you cum, and feel those walls suck you in deeper, milking you for your seed,” Twilight commented in a seductive voice, her hooves forcing Rainbow back down on her cock while licking behind Rainbow's ears.

With one hard thrust, Gilda managed to bury her bulb into the blue pegasus, her mind reeling from the sudden warmth that consumed the her inflated prick. Rainbow, on the other hoof, cried out as the large knot entered her body, stretching her pussy to it's limits. Forcing her to climax immediately.

Twilight only giggled as Gilda tried to rock herself again, only to find that she is firmly attached to the speedster’s groin. “Crap, I'm stuck."

“Make the most of it, it’ll only shrink when you cum,” Twilight said, continuing to use Rainbow like a cocksleeve.

Gilda smirked and did shallow thrusts, finding Rainbow Dash’s walls massaging her knot and cock much more eagerly. Licking her lips as she felt herself come close.

Twilight scrunched her face as she unleashed her load, deep inside Rainbow Dash’s intestines. She cuddled up to Rainbow while Gilda continued to grind and thrust into the blue mare, rubbing her belly while her dick jerked and throbbed inside her mare.

Gilda was next, growling as she felt her seed leaving her body. Her eyes going wide as the alien sensation of her cum being milked by the eager pussy's muscles, demanding more form her new appendage. Such new pleasure caused the large flier to pull the Rainbow-maned pegasus into her chest while her cock spurted it's contents.

Rainbow's eyes were glossed over, only seeing a large expance of brown fur and white feathers while she felt Twilight and Gilda fill her to the brim with cum, she could feel the thick liquid oozing out of her ass, but the griffon's knot made it impossible for Gilda's seed to leave the blue pegasus.

Gilda looked to see Rainbow drooling, her hooves swayed next to her, still impaled by both she-cocks. The griffon chuckled as she felt the knot shrink inside of Rainbow and pulled herself out. Gilda was jerked back to see her dick unable to leave the pegasus, the bulb was still a bit too large to exit the blue lips, wincing as Rainbow’s walls continued to milk the griffon dick for anything else that’s left. “Well, guess it’s time for round two,” the griffon smirked, more than ready to give her old friend another session.

Rainbow didn’t have time to realize Gilda pushing her back onto the cloud, her legs weakly trying to wrap around the griffon. A weak smile appeared on her face when Gilda began the round roughly.

Gilda squawked when she felt a hoof on her rear, she turned to see Twilight ready to fuck her from behind. “How did you get there?”

“Magic, it solves almost every problem,” Twilight quipped, aligning herself to enter the griffon.

“Are you seriously-” The thrust of Twilight’s hips answered Gilda’s question, causing her own cock to rock into Rainbow’s pussy.

“Gilda, you should know by now that your hole is mine, just because I gave you a dick doesn’t mean I won’t claim your pussy as much as I please,” Twilight chuckled, holding nothing back for the griffon as she began rutting the griffon relentlessly, her own movements controlling Gilda’s.

With Rainbow’s pussy still trying to milk her cock and Twilight fucking her like a maniac, Gilda quickly found herself panting like a bitch in heat, soon joining Rainbow Dash in sexual bliss. She felt the flat-tipped member push deep inside her, forcing her into Rainbow's stretched pussy, still stuffed with the griffon's knot.

Twilight smiled as today’s plan continued to go ‘swimmingly’. She was rather surprised to see Gilda struggling to stay in control within the first few minutes of penetration, her new cock wanted release again and her pussy wanted her purple shaft, sucking her in as she pulled out only to ram it back in.

Rainbow only saw Gilda drooling onto her fur and breathing hard, and a brief glimpse of Twilight behind her, but she felt the unicorn force the griffon to grind her crotch against the pegasus’ blue lips, forcing the knot to grow once again within the tight passage. Clenching her teeth as the bulb tested the limits of her vagina's elasticity.

Gilda’s mind went blank a few times with Twilight mounting her pussy and how Rainbow’s pussy squeezed her new appendage. The thick purple member pounding her insides like a powerful battering ram, forcing her to rut Rainbow Dash as much as she could with the knot still connecting the fliers together.

With one last thrust, Twilight grinned like how she would imagine a villain would grin when she felt Gilda’s wall become slick with the griffon’s orgasm, coating her cock in griffoness-cum. The scream of pleasure from Rainbow Dash notified the purple unicorn that the blue pegasus just came as well. Not wanting to be left out, Twilight gave her griffon companion a few quick thrusts and one final powerful one and began to fill another mate.

Gilda squawked is shock of feeling Twilight fill her womb with her cum while her own cock shot deep into Rainbow, her knot deflating quickly as the pent up loads were ejected from the barbed tip.

Letting her griffon’s pussy milk what it could from the purple shaft, Twilight pulled out and rewarded herself with a mental pat on the back. Before she laid Gilda and Rainbow Dash down, Gilda’s cock disappeared in a puff of magic and causing a small flood of her seed to exit the blue pegasus, joining the unicorn’s cum as it left the griffon’s slit and the speedster’s ass.

Conjuring her cloud-walking spell again in case it would wear out during the final step, Twilight sat down on the cloud and let out a whistle, watching as Rainbow and Gilda lazily shifted their gazes to their alpha and her erect penis, coated in cum and juices. “It got a bit dirty… clean it.”

They two slowly advanced to Twilight, Gilda on one side and Rainbow on the other, and began licking along each side, the griffon focused on the shaft while the pegasus suckled the head. The unicorn let out a happy sigh, lying back on the cloud and took a quick nap while her girls cleaned her cock, all the while planning on which of her mares she’ll visit next.

~Dood~[/hr]

Her dick all clean and dripping with griffon and pegasus saliva, Twilight happily skipped through Ponyville after dropping her exhausted friends off at Rainbow’s cloud home. She conjured her checklist again and placed a check mark next to Gilda and Rainbow Dash’s faces. “Applejack, Zecora… Fluttershy is still pregnant, but would she mind if I ‘visited’ our child?” Twilight muttered to herself, then shook her head disapprovingly. “Nah, better to stay safe with anal. No Spike so I can’t send a letter to Luna, wonder if she would let the Nightmare consume her so I can get her back for that one time?” Twilight smiled as she thought about her dick sandwiched between the mouths of both Princess Luna and Nightmare Moon, panting in need and desperate for purple cock.

Twilight’s train of thought derailed when she walked into somepony, causing her to fall on her rump. She shook her head and saw Lyra recovering from her daze. ‘Not exactly one of my mares, but… I’m sure she won’t mind, and if Bon-Bon comes after me, I’ll give her another taste too’ the purple mare planned, as she helped her schoolfriend up. “Are you okay, Lyra?”

“Yeah, it’s cool,” Lyra uttered. She stood up and flashed Twilight a smile. “Came to read in the park?”

Twilight shot a confused look before noticing she was in the park. “I thought… I’d go for a walk, care to join me?”

“Sure, I’m not due back for-” Lyra’s eyes shot open when a familiar odour filled her nostrils and looked down to see Twilight’s erect member, throbbing in need. “What are you doing? Aren’t you supposed to hide that?”

“Only ponies I WANT to see it, can see it. And I have a spell you might be interested in,” Twilight cooed, smiling seductively at the mint-green unicorn.

“I dunno, Bon-Bon never liked sharing me, and you remember how badly she took it, right?” Lyra chuckled weakly.

“All I remember is Bon-Bon begging to be fucked by my mom and I while you watched and clopped to us showing your marefriend who the boss is,” Twilight answered calmly, she glanced to secluded part of park that was thick with bushes and trees. “If it’ll make you feel better, we can go do it over there, and I’ll cloak us so that no one will see it.”

“You sure?” Lyra asked, still torn between having sex with Twilight and staying loyal to Bon-Bon.

“Think of it this way, you tell Bon-Bon we did it and she’ll come to me and be mad about it then I’ll… talk to her and get her back on your side. You are helping me with a magic experiment after all,” Twilight reasoned, losing her patience quickly.

“Well, okay… but only in the name of magic, right?” Lyra resolved, following Twilight to the hidden glade in the park. Once there, Lyra sat on her rump and waited patiently. “So what’s the spell exactly?”

“I remember in school you talked a lot about some mythical race called humans, what are your thoughts of them now?” Twilight asked.

“I think I was stupid for thinking they were so great, fingers are one thing but magic is a lot better,” Lyra chuckled.

“Let’s combine the two shall we?” Twilight cooed, her horn flaring to life and consume her and Lyra’s body, blinding the musician. When the light faded, Lyra looked and saw five small appendages on her oddly soft and fur-less hooves, managing to flex them as if she had that knowledge her whole life. She look up to Twilight, who simply sat on the grass with her own hands and feet attached to the gangly limbs, with her purple skin and a horn poking through her mane as it always did. What seemed odd was that the breasts moved more north on both their bodies, Lyra’s own pair were oddly large to her, enough to fill her new hands, giggling as how sensitive they were and how much smaller Twilight’s breasts were in comparison. “Har har, I’m still big where it counts.” the scholar joked, spreading her legs to show off her stallionhood, which remained unchanged.

“Uhh, aren’t we bigger? So would it make sense that it would grow too?” Lyra asked, scratching her head.

“We didn’t grow, we are the same height as if we were standing on our hindlegs. and Human vaginas are smaller than pony pussy so… I suggest you get me ready,” Twilight said, stroking her hard cock for the white haired former-pony.

Lyra glanced back to her rear and found that it wasn’t as big as it was when she was a pony, and that it lacked a tail. Each side of her butt still adorned her lyre cutie marks, which she sighed in relief. She then inspected her own pussy, her eyes going wide in fear as it did look smaller in this form, slowly trailing up to Twilight’s unchanged member. “Ye-yeah, I’ll get right on it.”

Twilight grinned as the white-haired girl crawled forward. Lyra took the shaft in her hands and slowly stroked in the same manner the purple-skinned unicorn did earlier. She felt the dick throb in her grasp while Twilight purred her approval, she slowly brought the flat head into her mouth and suckled the tip while continuing to stroke member’s flesh.

“That’s right, don’t be shy. Take as much as you can,” Twilight moaned, her hands running through Lyra’s hair, petting the other girl approvingly.

Lyra’s blush grew darker when she heard that, it sounded like what Bon-Bon would say in bed, but it also strangely felt like it as well. She didn’t know how Twilight suddenly became so forward, especially about sex, but it wasn’t a turn off in any way, just strange. It wasn’t long before she felt Twilight’s fingers gripped her head and pushed more of her cock down the musician’s throat. The difficulty of taking such a beast in her throat only proved that her throat was smaller than before as well.

The librarian released her friend and returning to her petting, keeping her dick in Lyra’s mouth while doing so. Lyra began coughing harshly as air re-entered her body but did her best to please the purple girl.

“That’s enough,” Twilight ordered, Lyra removed the purple member from her mouth, not before giving the tip a few more licks before sitting up. “Lie on your back and spread your legs.” As instructed, Lyra laid back on the grass with her legs wide open, getting ready to take her school friend.

Smiling like a pervert, Twilight walked over on her knees and placed her hands on Lyra’s legs, running them over her mint-coloured skin. She gave a weak thrust that caused her dick to slap against Lyra's belly, letting a few drips of pre-cum fall on the musician’s body. “Ready?”

Lyra gave a slow nod and shut her eyes tight, in case her theory of Twilight being too big now becomes true. The librarian hummed a tune and used a hand to position her cock for Lyra’s waiting entrance, and with no hesitation, she pushed in, spreading her lips and sinking half her dick inside.

Lyra let out a howl as her back arched, Twilight was too thick and she couldn’t hold back her screams. The purple stallionhood continued to push forward, spreading Lyra’s walls further apart. Twilight’s hands gripping her friend’s ass tightly as the vice-like warmth consumed her member in it’s embrace. Lyra's new hands scratching at the grass and soil, digging up dirt while the purple dick rammed her hard.

A few more thrusts later and Twilight’s crotch met Lyra’s. The two panted roughly after fighting the musician’s tightness. Reassuring her grip, Twilight slowly pulled herself out only to ram it back in powerfully, making Lyra let out another shriek.

In the midst of her frantic thrusting, Twilight leaned forward and began suckling Lyra’s tits, becoming more and more interested in the musician’s new mammaries. Her tongue licking around the hard nipple, while one hand massaged the other breast. The size and the distance from the valley to Lyra's lips was also something Twilight desired to test later, should Lyra remain awake long enough.

It wasn’t long until Twilight pulled Lyra onto her lap, making the white haired human ride on her dick, finding it easier to sample the musician’s teats. “You know… Lyra, these breasts of, mmmm, yours are really nice. Wish ponies had something similar to these creatures.”

Lyra only moaned, the feeling of the large dick inside her slit and Twilight’s hands and lips on her new breasts made electric tingles crawl along her spine. Her arm kept Twilight’s head pinned to her mouth while the other hand went to greet the purple hand on her butt, squeezing it to entice the scholar to fuck her harder, her eyes locking onto Twilight’s purple horn.

Twilight gasped around Lyra’s nipple when she felt the musician gave her horn a long lick. The surprise caused her to pull the white-haired female hard onto her dick, making Lyra yelp in surprise as she felt the flat head pressed firmly against her womb’s entrance, and each vein against her walls. Both ponies-turned-humans felt a tinge of pain from the sensation of Twilight ramming her dick against the cervix wall hard. “Ouch,” Twilight muttered, her lust fought the pain away as she slowly returned to her rhythm of rutting Lyra with some strength, but careful not to hurt her mare again.

Lyra’s pain slowly drained out for pleasure as she began bouncing on Twilight’s crotch once again, her mouth returned to the scholar’s horn regardless of the consequences from earlier and felt Twilight’s hand moving down to her rump and forced her to ride faster.

Now that the earlier annoyance has disappeared, Twilight’s grin reappeared as she sucked on Lyra’s breasts, tasting slight traces of milk on her lips and tongue.

Lyra felt her climax coming close and redoubled her efforts, riding Twilight’s cock faster and suck her horn harder, taking it to the base as the blue hair tickled her nostrils. One final thrust and Lyra’s head shot back as she let out a cry of bliss.

Twilight felt Lyra’s walls close in around her penis and bit hard on the pink nipple as her dick began spewing her seed deep into the mint-green skinned girl. The librarian breathed a sigh of relief as she pushed Lyra off her, her cock slipping out of the pink folds, watching it leak white cum onto the grass. Glancing back around to see if any pony is watching her, and smirking when she turned back to her old school friend.

Lyra felt her body roll onto her belly, her eyes went wide when she felt the slippery appendage sliding between her buttcheeks. She slowly turned around to see the dark-skinned dickgirl, with a sinister smile on her face and a hard dick laying on her cheeks. “Ready?”

“How do you have the- EEK” Lyra’s train of thought stopped when she felt Twilight’ pull her hair back. The librarian scooted back and pulled Lyra onto her hands and knees, her free hand pressing her cock against Lyra’s anus. “Hold on, wait!”

“You… don’t order me around, slut,” Twilight berated, slamming her dick deep into Lyra’s ass, forcing her to scream. “At least now I don’t have to worry about your cervix.”

The musician continued to scream for a moment while Twilight roughly abused her backdoor, slapping her rump and calling her a little filly. Her voice began to lose power as her throat became sore; her arms were losing strength, but the dominating girl kept her friend up by her hair.

“You already know that you and Bonnie have done much worse, so what is with the weakness now? You can do better than this, slut,” Twilight goaded, cackling as she slapped Lyra’s rump again.

While it was true that Bon-Bon has been worse on Lyra before, but it was weird for Twilight to be like this. All her time with the candy-making mare taught her that she loved to be used and abused, usually by Bon-Bon’s hooves and strap-ons but Twilight’s dick is a nice replacement. “N-no, I… can do better.”

Twilight became annoyed by her lack of respect for the better mare and spanked her again, this time hard enough to make the skin match Big Mac’s coat. “What do you say?”

Lyra knew this game very well, and knew the answer. “Please… let me do better, Mistress.”

“Mistress?” Twilight asked, still annoyed but liking the way it rolls off her tongue. Mistress Twilight, nice ring but not as nice as what she wanted, but it didn't sound right from anyone besides Trixie. “That isn’t what I’m looking for, what do you call your better?”

Lyra was beginning to feel scared, Mistress always worked with Bon-Bon but not Twilight? Trixie called Twilight Mistress all the time, but now? “Please fuck me, princess.”

“So you see a pair of wings on my back? No, What do you call your better?” Twilight snarled, she kept her dick lodged deep in Lyra’s ass, not moving an inch until Lyra said the right words.

Lyra sucked in a breath and yelled out. “Please fuck me, alpha!”

Twilight smiled. “That’s better.” With that said, she began rutting the musician hard, making her groan in pleasure as her juices and Twilight’s cum dripped from her ass and pussy, chanting “fuck me, Alpha” like a mantra while her arms finally gave out. Twilight released her grip from Lyra’s hair, allowing her to fall to the grass, her hand massaging the mint-green coloured cheeks.

A few more thrusts and Twilight grunted as her next orgasm shot deep into Lyra’s bowels, coating her insides with white spunk. Lyra wasn’t far behind as she cried into the grass, her own orgasm ripping the last of her rationality to pieces, loving how her ‘alpha’ used her as she pleased.

Twilight wiped her brow of sweat as she rolled Lyra onto her back and looming over her chest, rubbing her dick between the musician’s breasts and sighing as she let the last of her orgasm paint her breasts and face with cum.

After painting her mare white, Twilight found her fur returning. She stepped off of Lyra only to watch the unconscious girl return to her mint-green unicorn form. Twilight shook her head, as she quickly adjusted to having hooves again and looked over her latest accomplishment. Lyra was oozing cum from her pussy and ass, and cum coated her face and fur. A sight that made the scholar proud of herself.

The librarian used her magic to clean Lyra and herself up before departing, teleporting Lyra to her home to ensure somepony doesn’t find her so vulnerable. ‘Interesting distraction, but I still have to rut Applejack, Zecora, Fluttershy, and Luna,’ she thought to herself, she looked up to see the sun, finding it should be late afternoon. “Plenty of time.”

Author's Note

Part 2 of three, dood.

If you find a mistake, please PLEASE PM me so I may fix it ASAP, dood. I tried my best to find every mistake that I could but I know I can't do it very well, dood.

I never want to write this much sex again for one chapter, dood.