A Potion Filled Evening.

by GreenPony32

Rating: mature
Tags: My Little Pony: Friendship is Magic, Soarin, Rainbow Dash, Comedy, Other, Romance, Sex
Length: 7011

Things go downhill quickly, after Soarin buys a potion from a shady vendor to have a spectacular night with Rainbow Dash.

Soarin is visiting Ponyville and wants to get Rainbow Dash a present. Coming across a shop he's never seen before, Soarin buys a potion to give Rainbow and him a night to remember. However something goes wrong when he takes it and it looks like they won't get that special night after all.

Or will they?

Art by mostazathy

Published 2014-12-22 01:40:05 UTC
Last updated 2014-12-22 01:40:05 UTC

What will Rainbow Think?

Soarin walked down the streets of Ponyville, eyeing the various shops and merchants displaying their wares. The Wonderbolt was visiting Ponyville to help train new recruits for the Ponyville weather team. Normally he wouldn’t have been selected for such an assignment, but after the recent attack by Tirek, many of the Wonderbolt Reserves had been called into active duty to help maintain realm security.

By pure coincidence, a large portion of Ponyville’s weather team had been in the reserves that were called into active duty. This had left them with a shortage of pegasi to handle the weather in Ponyville.

Looking up, Soarin saw two pegasi struggling to move a large batch of clouds to the east in preparation of tomorrow's scheduled weekend snowstorm. The shortage of hooves to manage the weather had left the remaining members with twice the work and no one available to show the new weather team recruits the ropes.

Smiling, Soarin examined a navy blue scarf being sold by one merchant. Several other carts had winter goods for sale as ponies were preparing for the change in seasons. As a pegasus, he preferred the steady temperatures kept in Cloudsdale, but he appreciated the impact that the various seasons had on ponies living on the ground.

Not only had his time in Ponyville given him a new appreciation of the seasons, but it had also given him a chance to grow closer with the weather team captain, Rainbow Dash.

For the first few days in town he had spent the night at the Ponyville inn, but after going out on a few dates and spending a few nights with Rainbow Dash, she had asked him to stay in her cloudhouse for the rest of his stay. Even though she spent most of the day with the weather team while he trained the new recruits, they still had the evenings to spend together.

Part of Soarin wanted to ask Rainbow to come with him when he went back to Cloudsdale next week. However, he knew she would never leave Ponyville. All her friends were here and leaving the weather team without a captain during the harshest season would be completely against her character.

Setting the scarf down, he moved to the next stall where an assortment of flowers was on display. This late into autumn, it was a wonder that the ponies could still grow any flowers, let alone this variety. He contemplated getting a bouquet for Rainbow Dash, but she didn’t like flowers nearly as much as some other mares he had been with. This also wasn’t the gift he wanted to get her anyway. He wanted to get something that the two of them could enjoy together tonight since it would be one of his last in Ponyville for some time. Maybe he would stop by the Carousel Boutique later and pick up something sexy for her to wear.

Looking around the square, his eyes fell upon a store he hadn’t seen before.

“Potions Emporium?” Soarin said to himself, eyeing the bowed wood paneling covering the front of the store with its chipped white paint. While the stores on either side of it were well cared for, whoever owned this one didn’t maintain it properly.

The floor creaked as he pushed open the door and walked in. Soarin was taken aback at the interior of the small shop. Mossy green speckled paint covered the walls that were lined with dark wooden shelves. On each of the shelves were dozens of jars and bottles of every possible thing a pony could imagine.

Dragon scales, phoenix feathers, and bat droppings were a few of the things that caught his eye. The entire back wall of the shop behind the counter was covered with rows of other potion ingredients, all in containers of various sizes and shapes. A thick layer of dust covered everything in the store.

“Why hello sir,” A raspy voice said. “Welcome to Potions Emporium. How may I help you today?”

A wrinkled, grey unicorn stallion wearing a dusty dark green cloak stepped out of the back room and up to the counter. His mane was white with age and there were several cobwebs stuck in it. The smell of who-knows-what-horror wafted across the counter from the old pony, and Soarin had to resist the urge to gag.

“Sorry about the smell, I was preparing a potion for a client and the ingredients are pretty ripe. What can I do for you?”

“I was just looking around,” Soarin replied, turning back towards the door. This place was starting to creep him out. Did one of those jars have eyes in it? “I don’t need any potions right now.”

“Everypony could always use a potion or two.” The old unicorn said, causing Soarin to freeze in surprise. The Pony had somehow gotten out from behind the counter without him noticing and was now blocking the only exit.

Examining Soarin up and down, the unicorn noticed his wings and the wonderbolt logo on his saddlebags. “Perhaps I could interest you in a potion to improve wing power?” The Unicorn said, his smile revealing a gap in his teeth. “Surely a strong pegasus like you could always use additional wing strength.”

“No thanks, my wings are strong enough,” Soarin replied smirking. Shifting from side to side, he tried to edge around the old unicorn.

“Of course, I should have realized,” the shopkeeper said, moving to prevent Soarin from sliding past. “Perhaps something for extra stamina when making love? I’m sure your mare… or colt-friend would approve.” He gave Soarin a sly wink.

“No thank you,” Soarin snapped. “My mare-friend and I are perfectly happy with our current situation.”

“I’m sorry sir, I didn’t mean to offend. What I meant was: while she’s happy now, I’m sure you could make her even happier.” He gestured with a hoof emphatically as if lifting something up high. “I have a potion that can enhance certain traits and increase sexual pleasure in ponies.”

Soarin paused for a moment, his curiosity piqued. “What do you mean by ‘enhance certain traits’?”

“Why, exactly what I said.” The pony made another grand gesture with his hoof as if what he was saying was common knowledge to all. “In your case, an increase in equipment size and endurance. You’d also have a much shorter waiting time if any.” He leaned closer to whisper in Soarin’s ear, “before you’d be able to go for round two.”

“And what about Rainbow- I mean my mare-friend,” Soarin said, hiding his blush with a raised hoof.

“Why, she would experience the same thing, though in a different way. Longer orgasms, an increase in pleasure and sensitivity, and a heightened sex drive.”

“And you can make a potion that does all this?” Soarin said in disbelief.

“Yes I can good sir,” the Unicorn replied, giving him a wide smile. “And I can do it for no more than fifteen bits.”

Soarin thought for a moment, fifteen bits wasn’t especially cheap for a potion, but if it could do all of what the unicorn was saying it would be well worth the price. Especially if he could give Rainbow a wonderful night to remember before he had to go back to Cloudsdale. “Ok. That sounds fair. Can you have the potion ready by tonight?”

“Why, I can have the potion ready within minutes once I have the right materials. All I need is a strand of hair from both you and your mare-friend and I can whip it right up.”

Within half an hour, Soarin had flown to and from the cloud house with one of Dash’s hairs he had taken from one of her brushes. After getting that and plucking one of his own, he waited as the Unicorn, who called himself Newt, went into the back of the store to brew the potions. After only a few minutes he came out with a small cloth pouch containing two vials for him and Rainbow. Soarin had barely waited for Newt to thank him for his patronage before leaving the store and flying home; already eager to try out the potions.

I bet Rainbow is gonna get a kick out of this, Soarin thought, landing on the porch of the cloud house. The soft cloud added an extra spring to his step as he made his way to the door and inside. Walking through the front room, he turned into the small kitchen the house had.

Setting his saddlebags down on the wooden counter, he rifled through them, pulling out the small pouch. Tipping it over, he dumped the contents out onto the counter. Two vials and a folded up piece of tan parchment fell out.

Reaching out with a hoof, he caught the vials before they could roll off the counter and through the floor of the cloud house. The counter and other furniture were enchanted so they didn’t fall through the floor, but the potions and other things weren't. Picking up one of the potions, Soarin held it up to the light and examined it.

The vial was made of clear blown glass and was kept closed with a simple cork. It appeared to contain about two mouthfuls of a dark amber liquid. He examined the potion for a full minute for all the good it did him. For all he knew about potions, the old pony could have put fruit punch in the vials and Soarin wouldn’t have been able to tell the difference.

Replacing the pouch and its contents back in his saddlebags, Soarin walked through the bedroom and into the adjacent bathroom.

He carefully removed the cork from the vial with his mouth and set it on the sink. For a moment, he thought about waiting for Rainbow to get home before drinking it but decided it would be a nice way to surprise her.

The thick liquid slowly poured out of the vial into his throat. It congealed for a moment before he swallowed it. The taste was much better than he thought it would be and it had somewhat of a sour smell that reminded him of some Saddle Arabian food he’d had before. Setting the empty vial down next to the cork, he faced the full-length mirror on the wall.

His thoughts quickly turned to Rainbow and the fun they would have tonight with these potions. Even now, he could feel himself getting excited, for his member slid out of its sheath responding to his emotions. It took only a few seconds for it to reach its full length, just an inch or two shy of a full foot. It was a rod any pegasus stallion could be proud of.

Wanting to watch the changes as they happened, Soarin sat back on his plot and watched his pulsing member through the mirror. After several minutes of no noticeable changes, Soarin wondered if he had been scammed out of fifteen bits. After a few more minutes he was about to take care of his erection when he suddenly felt a tingling sensation in the tip of his appendage. The tingling quickly spread down throughout the rest of his shaft and through his entire body.

Grinning, he sat back and stared at his crotch. His member twitched as both legs spread and gave it plenty of room to grow a length that would make an Earth pony jealous. However, much to his dismay his member wasn’t growing as he expected but actually appeared to be… deflating?

For a moment Soarin wondered if he was losing his arousal, but he dismissed the notion because he still felt incredibly turned on. His confusion intensified as he noticed his testicles also appeared to be getting smaller.

His eyes followed the shrinking member and his head bent over to watch the sheath and its contents slither down inside his body, leaving only smooth skin and fur in their wake.

Soarin fumbled with his hooves. Screaming a curse, desperately trying to hold on to his retreating stallionhood. His hooves fumbled, trying to grip his cock and balls to keep them from disappearing further inside his body. His efforts were in vain as they slipped out of his grasp and pulled completely into his body leaving his groin completely smooth.

Now, looking more like a foal’s doll than a stallion, Soarin probed his hooves over the space where his male privates had been. With his mind so shocked by what had happened, he barely registered the cyan fur that was slowly spreading from his abdomen outward and down his legs.

The changes continued as Soarin felt the skin under his hooves ripple. Two small mounds bulged out above where his shaft had been with two pink round nipples forming on top. Right below them, a split appeared in his skin where his stallionhood had been. Two lips covered in a thin layer of cyan fur formed, pushing slightly out of him, leaving an open passage he was all too familiar with seeing on other ponies.

Bending further down, Soarin watched the two lips part slightly, and he could see the pink folds hidden inside. The small button he had loved playing with on Rainbow was nestled between them at the top of the folds where they connected just below his new teats.

Timidly, Soarin reached toward the mound with a hoof and shuddered as his hoof brushed over his new sex. A tingling sensation filled his loins, inviting him to explore further.

“By Celestia! this can’t be ha-” Soarin said, and choked as his voice caught in his throat. “What in Equestria.” His voice was no longer his own and instead sounded feminine and familiar to him.

Shaking his head to try to dispel what must be a hallucination, he stopped as a flicker of color caught his eye. Looking back at the mirror, Soarin gaped at his reflection. From the way he was sitting, he could clearly see the crease between his legs and the cyan fur steadily spreading up his barrel. It had already coated his lower legs completely and he could see a variety of colors creeping down his tail. Soarin’s dark blue mane was also now speckled with a hue of color that was slowly overtaking the rest of his mane. The cyan fur made its way over his throat and down his shoulders to his fetlocks. Within moments his entire body had rid itself of his usual light blue coat and replaced it completely with soft cyan fur.

His mane slowly lengthened until just past the top of his back as the full spectrum of the rainbow exploded into it, replacing its dark blue coloring. Soarin could only watch helplessly as his legs and barrel slimmed. His thighs pushed out and apart slightly as extra padding formed giving them a voluptuous appearance. His shoulders and muscles shrank, becoming slender while still keeping their athletic tone. The cyan coloring slowly creeped up his wings, overtaking one feather at a time like a marching army of blue ants, until it left him with two wings matching the rest of his transformed body.

Standing up and stepping closer to the mirror he watched the last changes take place as his muzzle softened and pulled in slightly. His face lost its masculine characteristics and took on more feminine ones. His eyes grew slightly and their eyelashes gained definition. The last change he witnessed was his emerald green eyes turning into a deep magenta.

With the transformation complete, Soarin could only stare at the exact visage of Rainbow Dash looking back at him with a startled expression on her face.

Stepping in a slow circle, Soarin examined himself from top to bottom. Everything from the tips of his hooves to his cutie mark matched that of the fastest flyer in Equestria.

“This can’t be happening,” Soarin said. His whole body shook with shock and he dug a hoof into his skin, hoping it would wake him up from this nightmare.

Leaving the bathroom, Soarin walked through the bedroom and into the kitchen where he had left the vials. Even walking felt different and with each step he felt his curvy flank sway with an inviting gait. The feeling of walking without the usual weight hanging between his legs unnerved him. His arousal was causing his rainbow tail to raise up on its own accord, displaying his goods subconsciously.

Opening the bag, he pulled out the piece of parchment. Unfolding it, he scanned its contents once, before reading them again to be sure he wasn’t mistaken.

Mr. Soarin,

I have completed the potions as requested and have marked them for each of you. The one with the red X marked in the top is for your marefriend while the one with the blue X marked in the top is for you. Please be sure to only drink the appropriate vial, otherwise, it may have unintended consequences. The Potion's effects should last no longer than 24 hours. Do not take any other potions or medicinal herbs while the effects are active. I hope you enjoy these potions and get plenty of use out of them. Thank you very much for your patronage.

Sincerely,

Eye O. Newt

Soarin let the note fall to the floor. Picking up the vial he had left in the pouch, he looked at the top of the cork seeing a bright blue X scratched into the top.

“Unintended consequences!” He screamed, rubbing his temple with a hoof. “Changing me into Rainbow Dash isn’t what I would call unintended consequences.”

Setting the vial on the counter, Soarin paced back into the bedroom. A torrent of emotions ranging from rage to disbelief warred in his mind. He had been hoping to have a pleasant night with Rainbow but it looked like that was impossible now.

Throwing a hoof in the air in frustration he sat on his haunches, his bright rainbow tail splayed out on the floor beside him and a wave of colorful hair partially obscured his eyes. Brushing it to the side with a hoof, he thought about what his next move should be. What would Rainbow think when she saw him like this? Perhaps if he went back to the potion shop, he could get something to fix this.

After several minutes of pondering his options, his mind slowly wandered to the burning sensation that still lingered in his groin. Letting his gaze lower, he could feel his arousal from earlier. His flushed folds yearned for attention and the more his eyes lingered on them, the more the desire to give them attention increased.

Craning his neck down, Soarin more closely examined his crotch. While it looked exactly like Rainbow’s own marehood, normally he’d be seeing it from behind her. Seeing it as a part of him was a different experience altogether. It was like having your heart's desire accessible at all times. The moist pussy lips were readily within hooves reach and they beckoned to him. Soarin could feel his labored breaths brush against the folds as he fought the desire to touch them. What would Rainbow do if she found out? He thought as the small stimulation increased his desire to explore his new equipment further. Struggling between the base instinct to pleasure himself versus his worry of how Rainbow would react, he decided.

Hesitantly, Soarin lowered a cyan hoof to the top of the folds and touched them. The light touch instantly sent pleasure surging through his nethers and he bit his lip to stifle a sudden moan. He almost pulled back at how tender the feeling was.

I can’t believe how sensitive this is, Soarin thought while moving his hoof in a slow circle over his slit. The feeling of hornyness felt completely different from what he was used to as a stallion. Instead of a desire to assert his dominance over a mare, there was this incredible desire to be filled, for someone to take him from behind and make him theirs. His cyan lips throbbed, and the need to fondle them intensified, almost becoming painful. His entire crotch tingled and an empty feeling echoed from somewhere inside him. His passage was incredibly moist, and a warmth was spreading from it over his mound and inner thighs. The sudden thought of what could fill him perfectly and satisfy this desire entered his head.

Blushing, Soarin cleared the thoughts of erect cocks that floated into his mind. Even if his new equipment could justify such an experience, he had no wish to be mounted by any stallion. Instead, he thought about Rainbow Dash presenting herself to him. The thought of her curved plot and pussy presented before him sent a new wave of desire to his nethers and he increased the speed of his rubbing, letting his hoof focus especially on his sensitive clit.

Jolts of pleasure shot from his center and his canal was slick with the juices that his stimulation was causing. As his sex became wetter, the sensitivity intensified and his mouth went dry with the desire for more.

“This... is... fantastic,” Soarin said, as he focused on the fantasy of Rainbow preparing to be mounted. The view in his mind suddenly gave him an idea, and he stopped his rubbing momentarily.

Picking himself up off the floor, he trotted around to the side of the bed until he was standing in front of the large mirror mounted on the wall. Turning his plot to the mirror, Soarin adjusted his stance until it matched the one pictured in his head. Tail raised and legs parted slightly, he was the perfect image of Rainbow presenting herself to a stallion. Soarin’s face flushed at the sight of Rainbow displayed before him. The ability to act out the motions he loved watching Rainbow make made him hornier than ever.

Climbing halfway onto the bed, Soarin let his back legs hang off in a way Rainbow had also done before in this very spot. Part of him wondered if she had chosen to have sex in this spot so she could watch him rut her in the mirror.

Keeping his hind legs on the ground and his plot presented to the mirror, he slipped one foreleg down between his thighs to soothe his throbbing nub. His hot folds were wet and dripping to his touch as he massaged his clit while keeping his eyes locked on the mirror. To Soarin, it was like watching Rainbow clop in front of him, combined with the feelings coming from his nethers he was in pure bliss.

The image in his head switched to him mounting Rainbow from behind and thrusting his cock into her. Feeling his wings stiffen in response, Soarin had an idea of a way to take this fantasy even further.

“Rut me Soarin,” He said to the mirror through labored breaths. “Make me your mare.”

Hearing Rainbow’s voice say these things in addition to seeing it in the mirror, made his already soaking pussy leak even more. Soarin could feel hot juices running down his legs. The burning desire in his loins built higher, and he became lost in the sensations. Soarin bit down on the blankets on the bed as he used his hoof to spur the pleasure on before him. A mounting tension rose in his opening and it felt like he was about to burst from the pressure.

He clung to the height of that mountain of pleasure as long as he could, wanting this feeling to last forever. However, without warning the pressure suddenly peaked and a torrent of fire washed over him from his center. His entire body spasmed involuntarily, and his mouth clenched down on the bedsheets as a girlish squeal of ecstasy filled the bedroom. His vision went white, and he shuddered clutching the bed frame for support. For what seemed like an eternity he basked in the afterglow of his first female orgasm. All the strength seemed to have left his knees leaving them weak and unable to support his full weight.

Orgasms as a male felt nothing like this. While it had been much faster for him to achieve orgasm as a male, this had taken much more stimulating than he was used to. The feeling was also spread out through his entire body while the feelings as a stallion stayed mostly around his groin. The aftershocks emanating from his pussy still coursed through his whole body and left him feeling somewhat vulnerable. The sight of himself glistening with sweat in the mirror, with one hoof over his damp crotch was the most amazing thing he had ever seen.

Pulling his hoof from his folds now matted with his juices, he brought it to his nostrils letting the scent permeate them. The smell of marecum was just as euphoric as it usually was and he wondered if it would taste the same as Rainbow did.

As the afterglow of his orgasm faded, the pleasure was replaced with shame and embarrassment as he realized what he had done. He hadn’t been changed into Rainbow for 10 minutes before he had masturbated as her. Sure they were already in a relationship and they had been intimate several times already, but he couldn’t help but feel he had violated her privacy in some way.

“I need to get back to the potion shop and change back before Rainbow gets home,” Soarin whispered to himself.

Wiping his hoof on the bedsheets to remove the residue of his clop session, Soarin clambered off the bed and froze when he heard a voice echo through the house.

“Soarin! What are you doing in there?!” A stern voice said as the sound of hoofsteps preceded it into the bedroom.

Turning toward the entrance of the bedroom, Soarin found himself face to face with none other than Rainbow Dash.

“What the hay-” Rainbow said pausing, surprised to see a doppelgänger of herself standing in her bedroom.

The scent of marecum filled her nostrils, and she eyed the sweat-matted fur of the mare in front of her who had obviously been pleasuring herself moments before.

“Tell me right now, where is Soarin and who the hay are you?” Rainbow said, preparing to tackle what must be a changeling in disguise. She was taken aback, though, as her copy hung her head while rubbing the side of a fore-leg with a hoof.

“Actually Rainbow… It’s me, I’m Soarin. I took a potion, and it turned me into a copy of you.” Soarin said, waiting for the anger and the venom he expected to be hurled his way. Instead, all he heard was a slight snicker, and then a chuckle, and then full on laughter as Rainbow Dash fell on the floor clutching her sides.

“Geez Soarin,” she said in between fits of giggles. “If you wanted to get in my flight suit that badly all you had to do was ask.”

Sitting on the bed next to Rainbow, Soarin watched her reaction after he finished relaying the day's events to her.

“So you bought potions from an old unicorn?” Rainbow asked, mulling over his story. “But instead of drinking yours, you drank the one meant for me?”

Soarin nodded.

“And then after turning into me you proceeded to-” Rainbow couldn’t help but snicker again. “Clop yourself in front of the mirror?”

Soarin nodded again, his face turning bright red.

“I’m sorry Rainbow,” Soarin said putting his head in his hooves. “I shouldn’t have disrespected your privacy. It was wrong for me to do that.”

“Sorry?” Rainbow said in between giggles. “You don’t have to be sorry Soarin, I’m actually relieved. When I heard that scream I thought you were having sex with another mare in here. I was about to come and buck your plot out the front door.”

“So... you’re not angry?” Soarin said, his ears perking up.

“Not at all,” Rainbow said putting a hoof around Soarin's shoulder. It was some-what disorienting seeing her own face looking back at her like this. “If I suddenly turned into you I don’t think I could go ten seconds before clopping to see what it’s like.”

“You’re that curious?” Soarin said smiling. He was considerably happier now that he knew Rainbow didn’t hate him for his actions earlier.

“I’ve always wondered what it feels like to be a stallion,” Rainbow replied. “Speaking of which, how do you like being a mare?”

Soarin felt blood rush to his face. “Well I, uh,” he stammered. “It felt… um, good I guess. It definitely felt different.”

“That’s all you can say?” Rainbow said, hitting his shoulder lightly. “You got to be the best mare in Equestria and all you have to say is it felt good? Well, I can definitely smell you had a great time at least.”

If it was possible for Soarin’s cheeks to get any redder than they were already they did. Laughing at his fish out of water expression, Rainbow climbed off the bed and left the room. “Go ahead and get cleaned up while I make us some food.” She called over her shoulder.

Soarin couldn’t help but smile as he watched her go, he really was lucky to be with such an understanding pony as her. A pang of sadness swept through him again as he remembered that he would be going back to Cloudsdale next week.

Climbing off the bed, Soarin walked into the bathroom closing the door behind him. Stopping by the mirror, he took in his appearance. His mane was disheveled and hung limply to his shoulders. His coat was plastered to his body and still damp from sweat in places. Even like this, he was still incredibly attractive, and the visage of Rainbow Dash after she had pleasured herself was turning him on again.

No! Bad Soarin. He thought to himself, shaking his head to clear the ideas forming. I’m just going to take a nice hot shower and then have dinner with Rainbow. A small voice in his head told him that Dash wouldn’t mind if he played with himself a bit more but he crushed it firmly with his will.

Opening the shower door, Soarin stepped inside and closed it behind him. Unlike houses on the ground, cloud houses didn’t have plumbing and relied on water stored in the clouds to run the showers and sinks. Carefully, he pressed a hoof into the fluffy cloud wall. Concentrating, he thought of water falling from the cloud layer above the shower. Within seconds a shower of warm water fell over him.

Sighing as the water fell down his back, Soarin leaned against the side of the shower and let the warmth run over him. The warm water was incredibly soothing to his sore limbs and he couldn’t help but enjoy the feeling as the it ran over his new sex.

Maybe if I made the water come down in a pressurized stream and positioned myself just right... Soarin closed his eyes and tried to will that thought away. The idea of using the shower to pleasure himself wouldn’t go away, though, and the heat in his nethers returned. Fighting with all of his will to just stand there and clean himself, Soarin battled the urge to do as his body was telling him and clop in the shower.

Just as he thought he would give into the desires, Soarin heard the door to the bathroom open and soft footsteps walk over to the shower. With his eyes still closed, Soarin listened to the shower door open and sudden thoughts of two Rainbow Dashes having hot mare on mare action in the shower made his face flush.

Remaining motionless, Soarin listened as Rainbow joined him in the shower. Resisting the urge to turn around and leap on her then and there, Soarin stayed rooted in place. All of his willpower was dedicated to keeping himself from moving from this spot and jumping his mare-friend.

Suddenly, Soarin gasped as he felt his tail pushed to one side exposing his marehood. He froze as a muzzle pressed against it and hot breath was blown over his exposed slit. A shiver ran through Soarin and he locked his knees to keep them from buckling. His mind clouded as blood rushed to his groin. The heat he had felt before returned with a vengeance, bringing with it the desire to have his clit played with.

About to protest, Soarin's eyes shot open as a hot tongue flicked across his nub. A tingling sensation sparked in his folds before spreading into the rest of his nethers. All the while Rainbow’s tongue darted like a serpent, attacking her clit with wild strikes. The sensation sent Soarin's mind swirling, leaving him completely unable to think clearly. Soarin never wanted this feeling to end he pushed his plot further into Rainbow’s muzzle.

Responding to his movements Rainbow slid her tongue slid across the outer folds of his nether lips, sliding over them in a circle before returning her attention to his love button. Soarin could only stand there in stunned silence as Rainbow brought him wave after wave of pleasure. A pressure slowly built in his marehood taking him closer to the peak he desired. Just when he thought he would go over that peak, Rainbow stopped her licking, allowing the pressure to fall slightly. Several times she continued this cycle, bringing him closer to the point of orgasm before letting him fall again.

Water slid over Soarin's exposed sex as Rainbow’s tongue dived inside his folds. Like a rabbit darting into its burrow, Rainbow’s tongue slid deep inside him, massaging his pink walls before exiting and returning to his clit.

As he approached the peak of pleasure for what seemed like the hundredth time, he felt Rainbow pull away again. Expecting her to dive back in, it shocked him when a heavy weight suddenly pressed itself down on his flank. Soarin felt two hooves move around on his back as the weight shifted trying to find its balance. Something... stiff, prodded at his nether lips and his pupils shrank with sudden realization.

Rearing up, Soarin pulled out from under the weight on top of him and turned around. Standing in front of Soarin was an exact duplicate of his stallion form. From his pale blue coat to his dark blue mane and tail, to the rock hard cock between his legs, the stallion matched his image perfectly.

“Rainbow? But- but- You’re me!” Soarin stammered, backing away as far as he could in the tight confines of the shower.

“Well duh,” Rainbow said scooting closer. Soarin could see pre-cum on the tip of the erect shaft hanging between her legs. “I saw the other potion on the counter. Did you really think I would pass this chance up? Now we can both really see what sex is like for each other.”

“N-n-no!” Soarin stammered, as he tried to back himself further away. “I don’t want to have sex with you like this.” He said, gesturing at his body with a raised hoof.

“Are you sure about that?” Rainbow said inching closer. “You weren’t objecting a second ago.”

Face flushed, Soarin felt his nether lips quiver as he looked at the rod standing at attention beneath Rainbow. Veins pulsed against the skin of the twitching organ and Soarin couldn’t help but take in its impressive size. Mine wasn’t always that big, Soarin Thought realizing the potion must’ve made it larger for Rainbow Dash.

Feeling something hit his backside, Soarin looked behind him realizing he had reached the edge of the shower. “Now listen Rainbow,” Soarin said seeing the look of ravenous hunger in her eyes as she stepped closer. “I’m not attracted to stall-” Soarin cut off as Rainbow darted her head forward trapping his mouth in a kiss. Butterflies raced through Soarin’s stomach and he struggled to form a coherent thought. A burning, wild desire to be ravaged filled his mind. Their tongues danced around each other as they explored each other's mouths.

Tasting his own saliva and feeling the inside of his mouth from a different perspective made Soarin’s level of desire switch from intense, to sonic rainboom levels of intensity. As Rainbow’s lips left him, Soarin felt the last of his objections leave with them.

“Take me,” Soarin whispered while rubbing his thighs together.

“What’s that?” Rainbow replied, a grin splitting her face.

“I said take me,” Soarin said blushing. “Just take me before I change my mind and realize how wrong this is.”

“Aw, does my little mare need some attention?” Rainbow laughed moving to get behind Soarin.

Soarin forestalled her with a hoof, the burning desire in his loins screaming at him to stop delaying. “No Rainbow, don’t call me that I’m still a stallion where it counts,” he gestured at his head. “I’m just… curious is all. It’s like you said, we’ll get to see what it’s like for each other.”

“Ok Soarin,” Rainbow said nodding as Soarin presented his flank to her. “But even if you’re a stallion where it counts I’m still going to ravish you like the dirty little mare you look like.”

“Just hurry,” Soarin said blushing. He felt another pang of pressure as his swollen clit begged for relief.

“Alright, you asked for it,” Rainbow laughed as she lifted her front hooves up onto Soarin’s flank. Guiding the tip of her length towards his waiting marehood she brushed it lightly against his flushed lips eliciting a slight moan from him. Slowly, she circled her thickness around his opening, brushing it lightly against his clit.

“RAINBOW!” Soarin yelled unable to put up with her teasing anymore.

Laughing loudly at his reaction, Rainbow waited no longer and thrust her pulsing cock forward into Soarin’s quivering folds.

Soarin screamed as his lips parted as Rainbow entered him. It felt like an entire hoof was being shoved inside him. A warm pulse echoed throughout his entire body, carrying with it the desire to be filled even further.

Rainbow balanced on her hooves trying to find the leverage she needed. Controlling her broad member and getting it to move as she wanted was especially challenging. Soarin shifted under her weight and Rainbow felt him push backward onto her further. Carefully, Rainbow eased herself farther into Soarin's dripping marehood. She savored the alien feeling as his pussy clamped down on her throbbing cock.

This is so much different from having a shaft inside me, Rainbow thought to herself. It’s like having all the pleasure located in one spot outside my body.

Soarin could only gasp as Rainbow pushed further into him. The empty feeling suddenly being replaced inch by inch with a satisfying fullness. Soarin could feel the shape of Rainbow’s rod as she pushed inside him. His pussy muscles clamping down on her thick organ trying to pull it further into him.

Slowly, Rainbow pulled out until just the tip of her shaft was inside Soarin’s glistening passage. With renewed vigor she pressed forward once more, pushing her rod even further into him. Soarin moaned as the fullness overcame his senses, the warmth, and feeling coming from his pussy differed completely from the pleasure he had given himself earlier. A feeling of being complete, wrapped in pleasure, filled his entire body with each thrust of Rainbow Dash behind him.

As Rainbow increased her thrusting, Soarin pushed back into her pelvis in sync. As the two of them aligned their movements together the pleasure intensified. The sensation of his passage stretching to accommodate Rainbow’s large girth, combined with the writhing of her throbbing cock, was almost more than Soarin could take. The lubrication created by his dripping slit and the water in the shower made it easy for Rainbow Dash to speed up her thrusts and made the pleasure build even faster.

Soarin could feel the familiar peak approaching once more. He let out a feminine moan, encouraging Rainbow to speed up. The pressure in his core built faster and faster as it climbed.

“I think I’m going to cum,” Rainbow blurted from behind him. She wasn’t sure what this feeling was but it felt like she had reached the point of no return as well as a sudden tingling in her testicles.

Soarin tried to speak, but the only sounds he could make were moans of pleasure. With a final thrust Rainbow put all her momentum into, she hilted completely inside him. Soarin screamed again and his vision exploded into stars as the orgasm hit him. His entire body seemed to vibrate and his hips jerked wildly as he went over the edge of the peak. The inner walls of his pussy clamped down on Rainbows member, milking it for all they were worth. A warmth blossomed deep inside Soarin as Rainbow spilled her seed while his pussy milked it dry.

Rainbow felt the head of her shaft flare inside Soarin, and she shuddered as her hot fluid shot out, filling him completely. Excess fluid dripped out of Soarin’s marehood and through the floor of the cloudhouse.

Celestia help any pony walking under us Rainbow thought. The afterglow of her orgasm slowly faded and she could feel herself going limp inside Soarin. A sudden drowsiness overtook her leaving her feeling like she hadn’t slept in days.

“That... was... amazing!” Soarin said, breathing heavily as he collapsed on the floor of the shower. He was still basking in the pleasure of his orgasm and felt a satisfying tingle throughout his entire body. “We have got to do that again.”

“Definitely,” Rainbow replied, pulling her flaccid member out of Soarin and laying down behind him. “You know what else we could try as well?”

“What?” Soarin asked, enjoying the feeling of the warm water running over him as the afterglow of his orgasm faded.

Rainbow leaned forward and whispered in his ear. “I’ve always wanted to try anal.”

Author's Note

Thanks to Kaidan and Saylux for their help editing.