Sunset and Twilight

by donutwish

Rating: mature
Tags: Rarity, Romance, Sex, Human, Sunset Shimmer, Twilight Sparkle, My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash
Length: 6562

Twilight undergoes an uncomfortable initiation at the hands of her new friends at Canterlot High

Twilight has a difficult time adjusting to Canterlot High where she finds parallel versions of her friends from Equestria. However, things aren't quite the same. Not only do they stand and walk on two legs, but it appears that the females of this species also share male genitalia! Her initiation into her new circle of friends is unlike anything that Twilight has ever experienced before, and both she and Sunset Shimmer must make the best of a difficult situation.

Author's Note: I originally wrote the first two chapters as shorts to go with two pictures I had drawn. I ended up writing the final chapter a bit more cohesively, but I apologize if the overall story is rather fragmented.

Published 2015-02-12 21:30:02 UTC
Last updated 2015-02-12 21:30:02 UTC

Part 1: Initiation

“I... I'm not sure about this.” stammered Twilight.

“If you want to be Princess of the Fall Formal, I suggest you get down on your knees and start sucking!” Rarity looked sternly at the new student. As per the rules of the initiation ceremony, Twilight was stripped of her clothes and stood in the center of the empty gymnasium before the two senior students.

Twilight gulped at the task ahead, but she knew she had no choice. She also couldn't stop staring at Rarity's rapidly stiffening cock. The fillies of this strange world were very unusual to say the least, and the fact that they had male sex organs was just one of many discrepancies that Twilight was going to have to deal with.

“Gosh, she's so... big!” thought Twilight. Rarity's cock was fully erect now and easily as large as Big Macintosh's.

Twilight felt two hands grasp her shoulders before pushing her to her knees. It was Dashie, or at least this world's version of her. Except for her boots, Dashie was naked and, like Rarity, her cock was swollen from excitement. Dashie motioned towards Rarity and gave her orders to Twilight, “Ok newbie, it's time for you to show us what you got!”

The new student with the oddly purple-toned skin opened her mouth to protest, but before she could utter any words, Rarity pushed her cock inside Twilight's mouth.

“Ummmpphhh!” gasped Twilight. Rarity's cock filled her mouth and her tongue instinctively began sliding under the cock, pressing and stroking the blood-engorged penis.

“I hope I'm doing this right!” Twilight thought to herself. She suddenly appreciated all those chats she had with Princess Cadence, those chats where her sister-in-law would go into detail about various little things which made Shining Armor happy.

Rarity closed her eyes, breathing rapidly. It was clear that the new girl was passing her first test. Just as she began to reach climax, Dashie interrupted.

“Geez! Are you done yet? What's taking so long? It should be my turn by now!” Dashie was hoping up and down impatiently, watching Twilight suck vigorously.

“Wait your turn, you little bitch!” Rarity was visibly agitated, her moment of bliss temporarily disrupted. “This girl is good, and I'm going to enjoy this as long as I can!”

Dashie fumed. Rarity usually didn't take long to come, but there was something unusual about this new student, and she couldn't put her finger on why. Suddenly, she remembered the special 'toy' in her backpack and she raced over to retrieve it.

She quickly returned with a long horse-like tail. The colours of the tail closely matched Twilight's own hair colour, even down to the violet streak. The base of the tail was firmly attached to a large tapered anal plug. It was obvious where this tail was going.

While Twilight continued sucking Rarity's cock, Dashie leaned down and whispered into her ear. “You think the first test is easy, huh? You're going to love part two. I'm going to rape your little ass!”

Dashie sneered at the new student who was crouched on the ground trying her best not to vomit. Moments earlier, Rarity's cock erupted, flooding her mouth without warning. The sensation of the warm semen sliding down her throat was almost too much for Twilight, but she knew she had to keep it down.

Grabbing Twilight roughly by her hair, Dashie pulled her head back with a jerk. “Bet you liked sucking Rarity's dick, huh, newb? Did her cum taste good, you little loser?” Dashie gripped Twilight's jaw and forced something round and hard against her mouth. It was a bright red ball gag.

Rarity's cock was hard again and she slowly stroked it, smiling as she watched Dashie tighten the straps of the gag around the girl's head. She complimented Twilight on passing the first trial of initiation. “I must admit you did a fine job, Twilight. For someone as inexperienced as you, I quite enjoyed your little performance.”

Dashie next fastened a leather belt around the girl's wrist, a sign to Twilight that her next ordeal would not be a pleasant one. Sitting down on the floor next to her, Dashie pulled Twilight onto her lap. Both girls were naked and Twilight could feel Dashie's warm skin against her bottom. Dashie reached down and guided her cock towards Twilight's anus.

Twilight's eyes widened in fear. “No! Don't put it in there! It's not meant for that!” Twilight's mouth was firmly gagged as her panicked thoughts fell on deaf ears. Dashie pushed the head of her cock against Twilight's hole, but the girl's sphincter muscles instinctively squeezed tightly, preventing any sort of entry. After several unsuccessful attempts, Dashie hissed at the frightened girl. “Stop resisting and just take it! If you want to join our club, you better learn to play! There's no way you're going to be princess of the Fall Formal without our help!”

There was no other option, and Twilight knew she had to yield. Without the help of these strange fillies, Twilight knew the chances of retrieving her stolen element of Harmony was nonexistent. She squeezed her eyes shut and somehow managed to relax her muscles. As Dashie's cock finally pushed through, the image of her mentor entered her mind. “Princess Celestia... I don't understand why this is happening to me. None of my books ever prepared me for anything like this, but I will not let you down!”

“Oh fuck! She's so tight!” squealed Dashie. She grabbed Twilight's thighs and forced the girl deeper. Suddenly Twilight's own cock began to shudder, and Dashie could feel the girl's sphincter muscles contract and squeeze against her penis. Twilight moaned loudly as her cock ejaculated, sending a huge stream of cum into the air.

“The girls are going to love this!” giggled Rarity. She carefully positioned her phone, ensuring that the scene was properly framed as she filmed Twilight and Dashie's show. “What do you think, Dashie? I think the new girl might just fit in!”

Dashie grunted as Twilight writhed and squirmed on top of her. “Oh she's fitting in alright! Uhhhnnn! She's such an awesome fit around my cock, I think I'm gonna make her my new cock cozy!”

Part 2: Vanquished

Applejack's semen dribbled from the side of Sunset's mouth as she laid on the gymnasium floor. She was stripped of her clothes, surrounded by the six girls who had spoiled her plans of achieving ultimate power and overthrowing Equestria. The gymnasium was dark, only a few festive lights from the Fall Formal softly glowing.

“You little cunt! Did you enjoy getting your ass kicked?” Dashie leaned down, shouting into Sunset's ear. The vanquished girl with the flaming red hair was in no frame of mind to respond. She had only just managed to choke down the cum after Applejack forced her considerable cock down her throat. A few drops of cum dripped from Applejack's member. “For someone as nasty as Sunset, she sure knows how to suck like a demon!” gushed Applejack. Fluttershy noticed Applejack's cock and discreetly wiped it clean with a handkerchief.

“So what do we do with her now?” asked Pinkie Pie. “It's pretty obvious that her wicked ways are behind her now. Maybe we should throw her a party to welcome her turning a new leaf!”

Unlike the other girls, Sunset's anatomy was equipped with a vagina, rather than a penis, a rare being in this world, and her unusual body excited the girls. Dashie frowned and dismissed Pinkie Pie's suggestion. “Fuck that! After the shit she tried pulling on us, I say we make her our little pet slave. I see at least two holes that I'd like to jam my cock into.” Dashie walked over to Sunset's prone body and rubbed the girl's pussy with her fingers.

Twilight quickly interjected, horrified by Dashie's cruel idea. “No, no, no! Sunset can't hurt anyone now, and she knows what she did was wrong. It's our responsibility to show her that friendship is more important than power. I can tell that Sunset has never really had a true friend, and at the very least, we should give her a chance and extend our friendship to her!”

Rarity stepped forward and smiled at Twilight. “Twilight, dear, of course you are right. We're not brutal savages who rape anything that isn't tied down.” Rarity shot at glance over at Dashie who was not impressed at all. “Poor Sunset has learned her lesson, and we will help her adjust to a new life of goodness and friendship.” Rarity then paused for dramatic effect.

“But it's also important that she pay a penalty for the bad things that she's done. With every action, there must be a consequence. Sunset will be forgiven, but only after justice has been served. And you, Twilight, have passed our initiation in spectacular fashion, which was no small feat. And for that, you shall be rewarded.”

Rarity pointed at Sunset, and Twilight gulped. It was obvious that Rarity intended to kill two birds with one stone. “I appreciate the offer, Rarity, but I really don't think I need any reward now. I mean I'm kinda tired after that battle and all that, and I really don't...”

“Nonsense! You're one of us now, and you will use your penis the way it was intended to be used. You didn't have one in the world you came from, but now is the perfect time to test it properly, and Sunset will enjoy it, too! It's quite a generous 'punishment'!”

A tired voice spoke. It was Sunset. “P..please...don't! I'm embarrassed and ashamed to say this, but...but I've never had a cock inside me...”

“Hahahaha! She's a virgin!” laughed Dashie. She grabbed Sunset's hips and positioned her ass in the air. “Here you go, Twilight! This is the best present ever!”

Twilight knew she had no choice but to comply. Without the help of the girls, she wouldn't even be here contemplating what she was about to do to the girl lying on the ground in front of her. Perhaps if she were gentle, the experience wouldn't be so bad for Sunset. She removed her clothing and walked towards Sunset.

Just a few hours ago, Sunset was dressed in a pretty dress for the formal and now she was bruised and naked before the girl who beat her. Twilight looked down at the defeated girl. Sunset was broken and battered, but her body was still delectable. Her cock hardened unexpectedly quick and her heart began beating quicker with anticipation. Beads of sweat moistened Sunset's pussy. As Twilight stood before Sunset, she could smell the scent of the girl's vagina, mingled with her perfume. Twilight let some saliva dribble onto Sunset's pussy, in the same way that she saw Pinkie Pie do to Fluttershy earlier.

She rubbed the head of her cock gently against the opening of the vulva, causing Sunset to gasp in fear and excitement. Twilight wasn't completely sure of what to expect, but her cock was hard as steel now and was aching to rub against Sunset's insides.

“Twilight, please don't! I'm scared that it might hurt and...Unnhh!” Sunset flinched as Twilight penetrated her.

Her cock was inside another filly! Twilight couldn't believe what she was doing, but it felt so incredible. She slowly pushed her cock deeper into Sunset, trying her best not to hurt the girl, but the sensation of Sunset's vagina rubbing against her cock was exhilarating! She thrust her cock in a slow rhythm as Sunset moaned in pleasure.

It wasn't long before Twilight's cock reached its height of stimulation. Her muscles clenched before a huge stream of cum burst into Sunset's pussy. Twilight gasped as her cock emptied her load of cum into Sunset. Several streams of cum flowed out of Sunset's pussy and ran down her leg. The feeling of ejaculating into a girl was so much more powerful that anything she'd ever felt, including the activities that she had endured during the initiation.

“Dear, can you please position Sunset's leg so we can get a good view?” Rarity pointed her mobile phone as Twilight lifted Sunset's leg. “This is definitely going into our collection!” giggled Rarity.

As Twilight withdrew her cock from Sunset, Fluttershy quickly moved in and began vigorously sucking Sunset's pussy.

“Make sure you get every last drop of Twilight's cum, Fluttershy!” ordered Applejack. “We don't want a repeat of the Derpy incident!” Applejack's statement made Twilight curious, but then she remembered seeing a blonde girl at the Fall Formal with a disabled young child.

Twilight's task in this strange world was complete now. She had managed to overcome enormous challenges, many of which were completely alien to her. Now she was eager to return back to the Equestria that was her true home, and return to her pony form. But she knew part of her would miss many of the arousing experiences that she encountered in this world.

Part 3: Return to Equestria

Several months had passed since Twilight's return from the other world. Hailed as a hero, Twilight quickly returned to her studies in Ponyville, surrounded by her friends and books. While she recounted the tales of her adventures as a human, she dared not disclose all of her experiences. The girls in the other world were similar in many ways to her friends in Ponyville, but they were clearly different in others. The ordeals that Twilight endured during her initiation were unlike anything she had ever experienced in Ponyville, and the memories of what her human body felt were still strong in her mind.

Like a phantom limb, there were times when Twilight could feel the cock that was part of her human form. Sometimes she would catch a glimpse of another pony's penis, and she would long to feel her own erection grow. As she masturbated in her library, the memories of the other world and her human body would come rushing back, resulting in intense orgasms.

The other ponies noticed a change in Twilight since her return to Ponyville. She was more confident and outgoing, but there was something else. Something intangible that they couldn't place their hooves on. It was as if Twilight was distracted by something at the back of her mind. On more than occasion, Dashie caught Twilight staring at her, as if she were daydreaming. It was a bit unsettling since it seemed like Twilight was looking intently at her crotch. It wasn't long before the fillies came upon a plan to surprise Twilight with a treat, something that would be a pleasant surprise for their dear friend.

“Twilight, is it alright if I go gem hunting with Rarity this afternoon? She told me found a cave with an amazing stash of gems. I can taste them already!”

Without looking at Spike, Twilight nodded, her focus never leaving the tome she was studying. Spike bounded out the door as Twilight remained buried in the book. She was taking in information as fast as her eyes could scan the pages. She knew she had seen this book before many, many years ago in the royal library, but before her journey to the other world, it was merely a curiosity, the spells it described seemingly too niche to be of much use. After days of studying the book's spells, Twilight felt she was finally ready to test out her own modified versions of the unusual magic described in the tome.

A knock on the door interrupted her train of thought. Annoyed, she closed the book and went to answer the door. The visitor was a complete surprise and shock to Twilight. A filly with a bright red and yellow mane stood before her. It was Sunset Shimmer! Twilight gasped and quickly trotted over to hug Sunset.

“The other girls said you might be surprised to see me here!” said Sunset. “I hope you're not angry that I'm back in your world. My first visit here was unfortunately eventful...” Sunset looked embarrassed, but she quickly smiled at Twilight. “Your friends said they wanted to surprise you, so they asked your Princess Celestia to allow me to come visit you! And well... here I am! Please don't be disappointed to see me!”

Twilight nuzzled Sunset and responded reassuringly. “Don't be a silly filly! I'm so happy to see you here! I miss your world a lot, and I've been thinking about you girls ever since I've returned. We have so much to catch up on, and you have to tell me everything!”

Twilight insisted that Sunset stay in her guest room during her visit and then drew up a long list of activities for the two ponies to do. The rest of the day was a whirlwind as Twilight took Sunset around town, introducing the new pony to all of her friends. Sunset could barely take it all in. As a human, being in pony form was a strange experience. Her first experience as a pony was a brief one, but now she had the opportunity to experience what it was truly like to be an equine.

But it wasn't being a pony with four hooves that Sunset found to be the biggest adjustment. It was the happy and friendly atmosphere of this strange world that struck Sunset the most. All the ponies seemed to care about each other, unlike her own world where people were obsessed with meaningless material things and constantly fighting with each other over petty issues. At first, the kindness and warm feelings that these ponies expressed to her seemed unreal, but she soon learned that they were genuine.

For example, the Dashie in this world was like a strange mirror opposite to the one she went to school with. She was still boisterous and exceedingly confident, but this Dashie treated her with respect and kindness. Sunset didn't feel as if this Dashie would suddenly start screaming expletives at her or threaten to violate her body. The other fillies were the same. Sweet and loving ponies who actually seemed to care about Sunset's well-being and there was never any question that they had forgiven her for what she had done in the past.

After a long day of visiting all the sights and ponies around Ponyville, the two fillies returned to Twilight's house. Sunset shared a lemonade with Twilight as they sat on the balcony outside her bedroom. The sky was turning a beautiful hue of orange and red as the sun began to disappear beneath the horizon. Sunset turned her head towards the sky to watch the clouds, and Twilight noticed that her eyes were moist. A tear ran down Sunset's cheek.

“Sunset, are you alright? Is something bothering you?” asked Twilight.

“I'm fine, Twilight. In fact, I'm better than fine. It's been such a wonderful day, and there's been so many incredible things to take in. I don't even know where to begin. Everyone has been so nice and kind to me. I'm just not used to it, to be honest. Things are different in my world. People there have a different approach to life. You know what it's like, you were there, Twilight.”

Twilight placed a hoof on Sunset's shoulder. “I understand, Sunset. And you're right. I had a very hard time adjusting to your world. I don't think I ever got used to it... but I have to say that there were some things that I experienced there that I will never forget. Exciting things, and you and I shared one of those moments together...” Both of the fillies blushed almost simultaneously.

“I have to ask you, Sunset, and this is kind of awkward, but since I left, have the girls in your world been kind to you? And they haven't done anything mean to you, have they?”

Sunset looked down at her hooves before replying. “They've been ok to me, but I don't think they've really forgiven me. I kinda go my way and they go theirs, and I'm definitely not part of their little clique. I guess the good thing about that is they haven't made me do... you know...”

Twilight looked at Sunset sadly. “I'm disappointed to hear that. I really hoped they'd take you in as one of their own, Sunset. I know they can be mean in some ways, but I know they have kind hearts. You've been through so much, and I wanted you to experience true friendship.”

“It's ok, Twilight. I've never really been close to anyone. I grew up as a ward of the state, so I've never had any family to care about. I guess it's been the same with friends. People only want to hang out with me because I can do things for them, or they want something from me. But today you showed me that there are people... well, ponies... that really do care. I've seen friendship that is genuine, and ponies helping other ponies not because they had to, but because they wanted to. At least when I go back to my world, I'll have finally known what real friendship feels like, and I'll cherish these memories forever!”

Twilight's face suddenly brightened. “Sunset, why don't you stay in Ponyville? I'm sure Princess Celestia would give you her full support to stay in our world! You could start a new life here and you know everypony would love to help you!”

“Do you think that would really be possible, Twilight?” Sunset appeared hopeful, and Twilight's idea appealed to her. There was really nothing for her to go back to, and at the end of the day, no one in her world would probably even notice her absence.

“Of course! And I have another idea, Sunset. You could live here with me! In many ways, we have a shared history and understanding of each other. I can help you adjust to your new life here in Ponyville, and I can even help you develop your magical abilities. You are a unicorn now, after all!”

Twilight's words filled Sunset's heart with unexpected joy. She embraced Twilight and hugged her tightly as tears of happiness rolled down her cheeks. Twilight felt a closeness to Sunset and returned the hug. She felt as if she had made a real connection with the pony who had once tried to end her life.

Twilight looked into Sunset's eyes and wiped a tear away with her hoof.

“Thank you Twilight! After all that has happened, and you're so kind to me, and...and....”

Twilight gently placed her hooves on Sunset's face and then kissed the filly. Sunset's heart leapt, and then she closed her eyes as the two fillies passionately kissed each other. Sunset felt safe in Twilight's embrace, and she wanted to stay in her arms as long as she could, feeling the warmth of Twilight's body and soul.

There was no point stopping to ponder what she just did. It felt right, thought Twilight. And it wasn't just for Sunset. Ever since she returned back to her own world, there was a small pang of loneliness in her heart, as well as hungry desires that she struggled to contain. With Sunset's return to Equestria, something inside her knew that the two fillies had a shared bond that needed to be explored further.

“It feels so right to be here.” whispered Sunset. She rested her head on Twilight's shoulder, her arms holding her companion.

“I'm so happy that you're here, Sunset. I feel like it's destiny that you've come back to Equestria, and that you've come back to me.”

Twilight enjoyed the warmth of Sunset's flank against her own body. Her coat was smooth and soft, and she noticed then that Sunset was wearing the same fragrance that she wore at the Fall Formal. Twilight began to feel aroused, not unlike those times in the other world. She slowly slid a hoof down between Sunset's legs and touched the young pony's vulva.

Sunset shuddered slightly at Twilight's touch. “Twilight, that night at the Fall Formal when you defeated me and ruined my plans. That was probably the worst night of my life, but it was also an important one.. I thought my life was over then, but you reached out to me. And you touched me in a way that I had never felt before. My body has been aching for you since that night. I haven't been able to stop thinking about you.”

“I think it's safe to say that I've felt the same, Sunset. That night when we...when we...well, when we were intimate, it was electrifying. I've wanted to experience it again with you, but perhaps in a less hostile environment this time”. Twilight continued rubbing Sunset's vulva which was growing increasingly wet.

Sunset panted into Twilight's ear. “Tonight. We can be together again. No raping this this time, just the two of us.”

Twilight led Sunset by the hoof back to her bedroom. Spike was out for the night on a camping trip with Rarity and Sweetie Belle, so the house was their own tonight. Sunset sat on the bed while Twilight went to light several candles around he room. The soft light from the moon eased the shadows cast in the room by the dark cobalt sky outside.

As Twilight approached the bed, Sunset's heart was beating quickly. She looked up shyly at Twilight and embraced her as the pony laid down beside her. “Tonight, we can leave both our worlds behind us and just enjoy ourselves. I want to touch your body so badly, Twilight!” The thought that she was now a pony never crossed Sunset's mind. Twilight was still the same person she knew when they were both human, and though the girl was now a pony, her desire to touch and taste her did not diminish in any way.

Twilight nuzzled Sunset's neck enjoying the fragrance of her perfume. “Sunset, this may seem unlikely to you, but I've never been intimate with another pony until now.” She paused to consider what she just said. “I guess that doesn't make any sense, huh? There was what happened in your world, after all, even though we were humans, not ponies then.”

She stroked Sunset's neck gently, and she could feel the pony's pulse beneath her hoof. “ Your human body was so beautiful, Sunset. It was strange touching bare skin instead of a coat, but you were so soft, and your human breasts felt so squishy in a nice way!” Twilight's hoof continued touching Sunset, sliding over her belly and then to her thighs. “But now that you're a pony, your body is even more beautiful to me. I suppose it's because I'm a pony first, and a human second. I hope you don't find me unattractive, Sunset...” said Twilight hesitantly.

Sunset whispered back “You're the same person to me whether you're a person or a pony, Twilight. When you were a girl, I couldn't stop staring at your body, but there's something about you as a pony that is making me so hot for you. You don't know how much I want to lick you right now!”

Twilight's face flushed bright red, and Sunset noticed that her hoof was rubbing between her legs. One of the first things Sunset had noticed when she returned to Equestria was that Twilight had no penis as a pony, unlike her human form which was generously endowed. In a way, it endured her to Sunset because in her own world, she felt out of place with her own lack of a penile organ.

“Would you like me to lick you down there?” asked Sunset? Twilight nodded.

Twilight laid on her back while Sunset shifted position lying on top her, her face nestled between the pony's legs, her mouth only inches away from her vagina. Twilight's pussy was a shade of bright pink as Sunset gently rubbed her hoof over the slit of the plump mound of warm flesh. A small squeal escaped Twilight's mouth as Sunset tongue made contact with the top of her pussy. She slowly licked the pink lips of the pony's vulva and then instinctively found the small nub of flesh that was Twilight's clitoris. With the tip of her tongue, she pushed lightly against the clit, causing Twilight's groin and thigh muscles to twitch in response. Sunset place her mouth over the clit and sucked lightly on the hard bit of flesh. She could feel Twilight's hot breath panting against the inside of her thighs.

The sensation of Sunset licking her pussy was quickly pushing Twilight towards ecstasy. She opened her eyes and saw Sunset's groin above her face. She reached up to Sunset's flank and pulled her hindquarter down to her face. Twilight waited so long for a chance to experience intimacy again. She licked Sunset's pussy eagerly, the taste of the pony's wetness tingling her tongue.

Sunset felt the pony's tongue against her pussy and she sighed happily. She licked along the length of Twilight's slit and continued downwards until she felt the pony's anus against the tip of her tongue. As she licked Twilight's anus, there was a soft aroma of grass and flowers, which she recognized from the lunch they had earlier in the day. Sunset enjoyed feeling Twilight's rectal muscles clench and release as her tongue swirled around the small opening.

Twilight licked and sucked Sunset's pussy with more vigor, in response to Sunset's oral massage of her rectum. The intense simulation of their pussies pushed both ponies further and further until Twilight couldn't hold back any further. Her body shook as her orgasm radiated outwards from her pussy, washing over her entire body with a white intensity. She pulled her mouth away from Sunset's pussy and screamed out in pleasure. Several jets of liquid squirted out from Twilight's vulva, splashing against Sunset's face and soaking the cover of the comforter. Sunset smiled, knowing that her partner had climaxed, and she lapped at Twilight's pussy, licking up the sweet juices that had shot out.

“I could feel your entire body shake when you orgasmed!” said Sunset. “I'm so close to coming, too! Don't stop licking me, Twilight, my pussy is aching and ready to explode!”

To Sunset's surprise, Twilight stopped and wriggled out from beneath Sunset. The startled filly looked at Twilight anxiously. “What's wrong? Did I do something bad?”

“Oh my gosh, no!” said Twilight. “ You have been amazing, and you made me feel so incredible! I want to do the same for you, but I was thinking that maybe we'd try something new...”

Twilight walked over to the dresser and pulled open the bottom drawer. She rummaged around for a moment and then located the item she was searching for. She retrieved it and presented to Sunset a bright violet dildo. “Pinkie gave this to me a long time ago. She said it was her favorite toy and that I deserved to have it. I didn't know what it was back then, and I thought it was a rather odd toy!” Twilight giggled as she thought about her naivety.

She returned to the bed and snuggled beside Sunset. “I thought it might be fun to share this toy with you!”

Sunset smiled at Twilight. “I think that sounds like fun! I hope it feels even half as good as your human cock! What I wouldn't give to feel it buried deep inside me again!”

Twilight's eyes suddenly sparkled as a new idea emerged. She placed the dildo down on the beside table and queried Sunset. “Would you be game to try something that might be just as good?” Sunset looked at Twilight quizzically. Twilight sat up on the bed and explained. I've been studying an old tome of magic for the past week. It describes spells that were used in the old days for Equestria theater and operas. Back then, all the actors were male ponies, and they all had to play roles for both genders. So when it came time for them to play a female character, there were spells that could be used to alter their appearance. Some of those spells were quite effective and powerful, changing their voices, manes and many other parts of their body to suit the role.

The spells were all oriented for male ponies to transform into fillies, but after thoroughly studying the spells, I think I can make it work the other way around! How would you like to feel a real pony cock inside you, Sunset?”

Sunset nodded enthusiastically. “I think that'd feel so much better than a dildo, Twilight! Just don't go messing up your spell and turning yourself into a frog!” she giggled.

“Don't worry!” said Twilight. “Princess Celestia says I'm her best student ever, and interpreting old spells is my specialty! Now just give me a little room as I invoke the magic!”

Sunset scooted back on the bed a bit as Twilight closed her eyes and steadied her breathing. Her unicorn horn began to glow faintly and she spoke the prelude to the incantation:

“From above, the spotlight glares
Shining down upon this mare
On this stage I walk across
I speak my lines and earn applause
Help me play my role, I tender
Change this filly and her gender!”

Twilight whispered several more words in ancient Ponish and a blue light began to glow around her body. Sunset watched in wonder as the light intensified in brightness. Twilight's eyes squeezed tightly and she gasped softly as the transformation began.

The light intensified around Twilight's vagina. The pony moaned and she could feel her clitoris transform. The clit slowly enlarged and expanded outwards, forming the sheath and the shaft of a penis. The head of the penis soon formed, and thick veins extended from the groin to provide circulation to the new organ. The slit of Twilight's vagina began to fuse together, and as the magical testes grew, her vulva expanded and filed out to form a scrotum. Twilight's new testicles were soon fully formed, and quite large, like a pair of hen's eggs nestled within the skin of the scrotum sack.

Just as Twilight's new organs finished their transformation, the blue light suddenly dissipated. “W...wait! I'm not done yet” exclaimed Twilight. Her voice was still that of a filly's and as she looked done at her body, the only change that took place was her new male sex organs. “I don't understand why the transformation was incomplete!” gasped Twilight.

Sunset moved back over beside Twilight and placed a hoof around her shoulder. “Maybe it was because you went into my world. Perhaps it had an effect on the spell,” she surmised.

“I don't know,” said Twilight. “To be honest, it was the first time I tried it, and reworking these old spells often takes a lot of trial and error. I guess I might as well reverse it now...” she said sadly.

“I'm sure you'll get it right soon enough, Twilight!” Sunset looked at Twilight mischievously. “It wasn't a complete failure, though. You got the bits that really mattered as far as I'm concerned. Maybe we can find out if your new parts work before you reverse it” offered Sunset.

Twilight was clearly disappointed that her spell hadn't achieved its full effect and she hung her head dejectedly. “I dunno. I thought I had it perfectly, but then...”

Sunset placed a hoof on Twilight's mouth and smiled at the filly before moving her head down towards her groin. “It certainly looks like a working set to me!” reported Sunset.

Twilight's balls looked plump and enticing. Sunset licked them gently and then sucked one into her mouth. The round fullness of the ball filled her mouth and she carefully pushed the ball against the roof of her mouth with her tongue. As Sunset sucked and nibbled on her balls, Twilight's new penis began to grow as blood pumped into the organ. The head of the penis emerged from the cover of the sheath as the shaft slowly extended in length.

Sunset caught her breath at the sight of Twilight's fully erect penis. The organ glistened in the dark bedroom and she knew she had to have a taste. She licked the base of the shaft, tugging at the thick skin of the sheath. As she slowly worked upwards, she could feel the contours of the thick veins beneath. Beyond the opening of the sheath, the shaft was smooth and hard. Its pink hue contrasted with the darker purple-toned skin of the sheath.

Twilight closed her eyes and moaned softly as Sunset continue licking the shaft of her cock. When she reached the head, she quickly pulled as much of the penis as she could into her mouth. The sound of Sunset sucking on her cock heightened Twilight's arousal almost as much as the sensation of the filly's tongue and mouth massaging her organ. Sunset bit down on the shaft lightly and then pulled her teeth along its length, causing Twilight to squirm.

She could sense that Twilight was approaching another orgasm. The penis was throbbing as blood pounded through it and she knew Twilight wouldn't be able to handle much more stimulation. She pulled the penis out of her mouth and slid back up to Twilight. She rested her head on Twilight's front leg and kissed the pony deeply.

Sunset whispered into Twilight's ear. “I think I'm falling for you, Twilight Sparkle. You make me feel special, like I'm not worthless and hated. I want to stay with you as long you will let me.”

“I want you to stay, too!” responded Twilight. She hugged Sunset tightly, her cock begging for release. “I feel so close to you, Sunset. I think I'm falling in love with you...”

Sunset reached for Twilight's cock with her hoof, and she guided it to her pussy. She pressed her hindquarters around the cock and squeezed it. Twilight flexed her rear, sliding her cock against Sunset's hindquarters and her pussy. The sensation was intense and she knew she couldn't take anymore. She reached down and pressed the head of her cock against the opening of the pussy. Twilight kissed Sunset passionately and then pushed her penis inside the filly.

Sunset moaned loudly as she felt Twilight's cock plunge inside her, the thick shaft pressing against the walls of her vagina. Both ponies began to move rhythmically, Twilight's cock reciprocating inside Sunset's vagina. As they coupled, they kissed, their tongues exploring each others mouths. Twilight could feel Sunset's vaginal muscles begin to clench around her cock and her breathing quickly intensified as both ponies began to climax.

The bedroom was suddenly filled with the moans of both fillies as they orgasmed. Twilight's cock shot into Sunset, filling her vagina and womb with a huge amount of pony semen. Sunset's body shook as her own orgasm took over. She could feel Twilight's cock pulsing and filling her up, and her mind was lost in ecstasy.

Both fillies panted breathlessly and held each other as the intense sensations began to subside. As Twilight slowly extracted her cock from Sunset, a large amount of cum spilled out of the filly's pussy, soaking the bed.

Sunset looked at Twilight with sleepy eyes, a sense of contentment filling her. “Maybe your spell wasn't such a failure after all!”

End –