Twilight's Goo Spell

by LoreLove

Rating: mature
Tags: Pinkie Pie, Slice of Life, Twilight Sparkle, Anthro, Roseluck, My Little Pony: Friendship is Magic, Porn, Sex
Length: 10826

After Twilight's venture into the Canterlot archives, a few other details in her notes begin to surface. Maybe there was more than one spell hidden away.

Twilight still can't seem to keep her spell under control. Or rather, the effects of it. Since her discovery in the Canterlot archives, a few things have changed for her. Physically and mentally. Even with a friend helping out some. Perhaps figuring out this new spell would benefit once she has a counter for it. All she needs is a willing pony to offer their help.

Contains: Futa and goo pony

Cover art by: Fiona

Published 2015-03-10 02:50:02 UTC
Last updated 2015-03-10 02:50:02 UTC

A Lucky Rose

It had been a few days since Twilight's little escapade in the Canterlot archives. Arriving back home had brought some very odd looks from her friends. While they accepted what happened, with her leaving out a few sticky details, they did appear just a tad apprehensive. Rarity was the first to mention it upon hearing the news, stating how only stallions were supposed to have those. It was a rocky start but they let her be to get some sleep.

Since then, Twilight had taken to staying in her room and wondering how to rid herself off such an appendage. How did stallions walk around with these things? It was intrusive and always made her knees weak when she touched it too much in almost any manner. Of course, waking up with it tenting the sheets had become a new issue as well. Wings were bad enough for that, until she found laying on her back helped.

When she tried masturbating again, the only that happened when she stroked herself was a rush of pleasure and a giant mess to clean up after. The purple pony was sure her friends had heard her a few times when they were in the castle. It wasn't hard to heard their hooves moving about sometimes. More than a few moments had her wondering if she should ask them for a little help. It would probably be best to control such a thing before she even tried. Wouldn't want to risk hurting or scaring any of them.

Sitting down at a table to eat was almost a chore without knocking the table up from underneath. It was during one her troubled lunches that she found something else to study. Having time to read was something she had plenty of and this directed her right to her notes she had taken back at the archives. Lucky for her, she had slipped on a slightly baggier sweater to conceal her protrusion and let it rest up against her body now.

In her notes, she found hints at another spell of sorts. Something that could change a pony into something else. What else? She didn't know. Just like Starswirl's last hidden spell, it didn't clarify exactly what it did. She also didn't have all the procedures written down. Something that either would take a little more time or another trip to Canterlot.

Her mind was constantly busy since she grew her first ever shaft. Seeing Applejack bending over to pick up some books or Rarity laying back with her midriff showing had Twilight's member throbbing. She had never had these thoughts about her dear friends before, so why now? The twitch along her stomach and lower chest signaled another spur of lust beginning to cloud her mind.

As she looked around, her hands came towards her sweater and pressed lightly at the front, giving the belly of her thick girth a small rub. That felt so good. A small motion down and back up had her closing her eyes and leaning forward slightly. She had even had to wear some baggy pants just to close them with how big those orbs were below.

Was she really going to do this right now? It was right in the kitchen. Her hands gave another stroke before she let out a soft sigh of pleasure. Maybe just a quick one wouldn't hurt too much if she was fast. Nopony else around, so it seemed rather safe. Could just mention she spilled something if they ask.

Without much more thought on the subject, Twilight moved over to the table and pulled her sweater up to let that thick length sway outwards. Her hands instantly went to the sides of it as she began stroking away and moving to sit down. A small turn and lean, the shaft went under the table in a swift motion as she started her self pleasure.

It was a bit slow to start out, taking caution as her ears swiveled around to make sure none of her friends ended up walking in on her giving her shaft some attention. Her hoof-tipped fingers caressed over the firm flesh and passed over each detail she could find. A good, slow stroke back down and she let out a tiny grunt while holding the base of it firmly. Why did this always feel so good?

Her hands massaged the thick base of the shaft, giving very small strokes as she did her best to stay quiet. The feeling of her fingers working against the pole was easily making her day feel better than before. No wonder so many stallions had their mind on sex. As much as she wanted to slip her sweater up or off, she couldn't risk getting anymore undressed right now.

It wasn't until she felt the head of her member get that good sensation that she let out a small moan before biting her lip to stop it. Her shaft twitched in response, already drooling a bit of that silky pre from the tip. She loved that feeling, when her hands and fingers would pass over the end of it to add to that incredible pleasure. That's when she noticed her hands still holding the base.

When she started to lean back to get a look under the table, a small giggle escaped the area. The lavender princess froze in place and waited. Was she not alone? Her eyes darted around and slowly settled on the base of her thick rod. Then she saw a pink hand and hoof-tipped fingers reach up to softly rub the top of her member.

“Ah~ P-Pinkie?” she asked quietly, having a hard time on deciding exactly what to do.

“Yup! You've been all mopey lately and I never got a chance to put a smile on your face! I wanted to change that,” the pink pony said from under the table before giving a playful pat to the girth.

Twilight shivered in response and opened her mouth to speak before letting out another soft moan. It felt too good having something brush over the tip of her pleasure rod, rolling up the head and making it ache for more. Her breath was coming in pants with sharp intakes at every touch to the end of her fleshy tube.

“Wh-what are you... Oh, Pinkie~ What's... that?” she manages to ask, feeling herself give a tiny dribble, though she didn't hear it meet the floor.

“Mmm~ You like that? You taste pretty yummy! Let me lick it a bit more,” the party pony suggests and runs her tongue right over the heavy end and along the top of Twilight's flesh.

It was amazing how much pleasure the simple act gave her. The purple alicorn gave a small whimper as she leaned over and let her chest and arms rest to the tabletop. As much as she wanted to tell her friend to stop, it was becoming harder to even voice out much else. Her shaft gave a light jolt at another lick to it while she groaned and burying her head to her arms on the table.

“Pinkie..you..you don't have t-to..do this,” she breathed out, doing her best to stay quiet.

“Of course I do! You're my friend and clearly in need. I don't know of anything else that requires Pinkie's One of a Kind, Super Duper, Awesomely Amazing, Tongue Tasting!” she rambled out and kissed the tip.

Twilight gasped at a small suckle to the side of her shaft before she let out a deep sigh and closed her eyes. If her pink friend was this willing, maybe it wasn't a bad thing. In fact, she was pretty good at it. The slightly chubby mare was eager as she kept up the work, kissing and licking all over the exposed flesh.

“Oh! I bet I can put half of it in my mouth! Wanna see?” Pinkie asked, quickly hefting it up in her hands.

“P-Pinkie, I don't know if-” Twilight began before pressing her muzzle to her arms and those sweater sleeves, muffling a moan.

The warmth that enveloped the thick head of her tool had her almost roll her hips forward. Sweet and carefree Pinkie was already at it, sucking nice and slow on her friend's member while that soft tongue pressed beneath it. Her lips rolled down more of the shaft, drool coating around it as she accepted it into that welcoming muzzle.

Twilight moaned more, biting the fabric of her sweater on her arms as she let her bubbly friend suck on her stalk. It wasn't sugarcane but Pinkie seemed just as enthralled with the object in her mouth. A pull back and the lavender pony felt her shaft cool from the spittle around it until that maw slipped right back over it. It was hard to keep quiet as she got her first blowjob, grunting and staying muffled while Pinkie kept up her work.

As that bobbing motion began getting a bit more eager, Twilight started panting out a bit heavily. It was something she never thought could be possible. This kind of pleasure had never been experienced before and she wanted make note of it if she could. It was harder to get focus now that she had this thing attached to her.

A squirt of her pre-cum into her friend's mouth drew a muffled approval from Pinkie below. Her lips kept moving along the first third of the member as the horny, purple pony sat there and allowed it all to happen. Each motion was getting her going so well and making her throb a bit more. Way better than her hands could achieve. In fact, her hands hadn't touched it since the pink earth pony had taken over. Was this okay? Pinkie sure seemed to be enjoying it just as much.

Every second was bringing the stripe maned pony closer to that release. It was building up so quickly and she had no way of stopping it unless she wanted to practically kick her away. The dark purple shaft pulsed and spilled a bit more of that clear liquid out, letting the pink pony swallow it eagerly. More bobbing motions, a tilt of the head, that tongue caressing the belly of that length and Twilight was edging closer and closer to the orgasm she now wanted so bad.

“D-don't stop, please... I'm... almost there,” she huffed out, letting her close friend practically slobber on that thick knob.

The wet slurps from Pinkie's suckles were getting a tad louder as the alicorn mare buried her face into her arms. There was honestly no reason to hold back with how happy the earth pony was in servicing her. One of her knees shook as she felt the approaching climax, doing her best to hold off so she wouldn't drown her friend.

“I'm... I'm going to c-cum, Pinkie!” Twilight announced, hardly having the ability to do much else.

“Mm~ Let's get all that creamy goodness out~” the pony under the table replied after popping off the end of the shaft.

It only took feeling that sweet muzzle moving back over her flesh to start it off. That tongue amplified the sensation as her hips squirmed and those thick balls hugged her body. Pinkie's mouth stayed over the throbbing rod, keeping her lips sealed tightly around it as her tongue toyed around with the head. It was a curious thought of how she could keep so much in her mouth and still move hat tongue.

One last glide of the wet muscle to the head and the purple pony tensed up instantly. The first pump of that hot and heavy mare cum seemed to explode from the tip like a backed up hose. Twilight could feel the spray of her semen being back washed instantly from around the comfy lips on her. Poor Pinkie was going to be dowsed in her pony seed.

The next burst of her spunk seemed to be mostly swallowed as her friend placed her lips to the end and drank heartily. Now that she knew what she was dealing with, the party pony was excited to take part in her creamy offering for doing so good. There was no stopping it either way as she filled the earth pony's mouth faster than she drink and ended up spattering the floor and more of the willing mare below.

It was probably a good four or five shots before it settled down to a lazy drool. Twilight was a panting heap leaning on the table from her chair as she felt those hands caress and stroke her member. The constant pleasure was making her groan as that hungry mouth slipped over the messy tip and began sucking it clean. How was she going to get a chance to take notes and study if this was something to happen regularly?

A sudden bang and the table shaking had the purple pony startled and sit up straight. It took a moment for the pink mare to lift up from the other side, rubbing her head with a wince but a big, sloppy smile on her face. The pink and bouncy mane stayed as energetic as she did while she licked some of the semen from her lips and gave a nod.

“Hehe! Should have remembered I was giving you a fun time under the table,” the pink pony mentioned.

“Th... Thank you, Pinkie,” the purple mare panted out and smiled before lowering her ears some. “Um... I don't want you to... get the wrong idea, Pinkie. It was good... really good... but you don't have to do those... things for me.”

“Silly! I wanted to! You've been acting so funny lately with your new toy, I wanted to cheer you up!” her friend replied and nodded, her slightly chubby body giving just the tiniest of jiggles in reaction.

“You're... sure? It's not... strange to you?” Twilight asked.

“Nope! Well, a little. Either way, no need to be a buttery shy over it! You're my friend and friends come first. Hehe... come~” Pinkie explains and swipes a finger over her glazed neck to suckle it clean.

The news was pleasant to Twilight's ears as she settled back some and looked down to her mostly-hard shaft. At least it had gone down a bit. It wasn't exactly soft but it was certainly wilted more than usual. Was this the counter spell? Actual sexual favors to make it go away?

“I gotta get baking soon, Twi. Just remember that you can always come to me when you need something important like this. Kay?” Pinkie reminded and smiled cheerfully, still basically covered in the alicorn's seed.

“O-okay, Pinkie. I just... don't want to take advantage, alright?” the purple pony asks, standing up to try and tuck away her stallion appendage.

“Okay dokey!” said the party pony as she stood up and immediately pulled her shirt up and off. “Gotta get clean first!” she stated and walked off in nothing more than her pants and one size too small bra.

Twilight stood there for a moment, adjusting herself to appear a bit more proper and thinking about what just happened. That went a lot better than she could have ever expected. Her fingers ran up the belly of her girth through the shirt until she drew in a slow breath. She had to make sure she wrote down her small findings of what she learned.

Quickly, the purple princess ran off down the halls and to her room. The small pats of her member slapping her body beneath the sweater was having an effect on her as well. Her horn lit up as she opened doors and lifted her quill and papers the second she got inside. A small scribble and glance over it had her nod before she looked over the rest of her notes.

It was something but not enough right now. Still, she had a little bit of a clearer head to concentrate on the findings from the archives. Her violet eyes looked over the writings and placed phrases as she thought more on the subject. The throb of her warm member was a bit distracting even though she was suddenly more interested in figuring out more of what the rest of the indecipherable texts said.

Despite it being a spell to cast on a pony, Twilight didn't exactly want to put another spell on herself. Once large growth was enough, even if it was a bit of fun. She would have to find a willing participant in experimenting her work. None of her friends would be a subject if she had anything to say about it. Keeping them safe was more important to her. Of course, she wouldn't just cast it on somepony without them knowing or agreeing to it either.

Luckily, she could still head out in Ponyville to scour the area for a willing pony. No need to hide behind any lies or anything. All she had to do was be upfront about the whole ordeal and make mention of it being for studying of spells. Nothing shady, right? It sounded good to her.

Twilight grabbed her warm and comfy coat as she headed out and began tugging it on. It was a bit of trouble to find a good way to hide her member through it but she managed. Her arms stayed crossed over her body in an attempt to look a bit cold instead of trying to hide something. It looked convincing enough for her and nopony else seemed to make mention when she began walking the roads.

It was strange to have such a warm slab of throbbing flesh against her body while the winter wind nipped at her body. Even with the lined coat, the climate was more than a little cold for her. The striped tail flowed in the bitter gusts of the winds as she hugged herself tighter and began making her way through the town.

Most of the other ponies were bundled up just as much as her. Scarves, coats, and gloves were on plenty of the colorful mares and stallions as they went about the daily activities. Food being purchased or items being made, it was still quite busy for how chilly it was outside. Most of them gave either friendly nods or waves to the alicorn princess as she made her way down some paths and eventually found herself at the busiest junction.

She had to be careful in her choosing. If the wrong wording was uttered or details left out then she may make a bigger fuss over it than needed. For a moment, she almost thought that waiting until another day would be best. Things had been moving fast for the newly endowed alicorn but she didn't want to hold off on figuring things out when she was so close to knowing.

After asking a few of them, it was getting hard to know just if she was going to get one to agree. A couple had given some worried looks and politely declined while heading off. One even sounded just a tad too busy even though they were sitting around. There had to be somepony that would be okay with just a tiny test.

The more she asked, she seemed to be a bit more worried that none would take up the offer. She even tried adding bits to make sure it made the idea seem more appealing. Still, none took the chance. It was beginning to look like she may just have to test it on herself, even if she did figure out a reversal spell for it. Just would be a lot easier if it were cast on some other pony so she could concentrate easier on doing it.

Be careful not to stir her calm beast beneath the clothing, Twilight settled down on a bench and tried just relaxing for a bit. The sights of Ponyville were always soothing to her. Even with the insistent monster beneath, it was a calm moment that she hadn't been able to enjoy as of late. The light scent of flowers seemed to add to the calming atmosphere as she relaxed to the best of her ability.

It took a moment to set in that the smell of such calming flowers was nearby and not just a simple fragrance gently coasting along. The purple pony glanced around and saw the small stand of roses by the dozens and bouquets lining the front. Every one of them looked to be picked specifically and complemented all others it was next to. Like a symmetry of beauty just spanning out across them all.

A look behind the stand showed her a pale yellow pony in her sweater and jeans, accompanied by a scarf and simple apron that held shears and possibly other utensils. The rose colored mane and tail on her blew in the wind but her display of flowers remained where they sat. The earth pony hummed lightly to herself, letting her green eyes look over her basket she was working on until she met Twilight's gaze.

“Oh, hello!” Roseluck said cheerfully. Her hands patted down her apron before she offered one for a shake.

“Hello,” Twilight replied and shook her hand lightly while smiling. “Selling roses with this temperature?”

“Mhm, I sure am. They don't sell themselves.. Well, maybe they do, but a little help never hurt,” the earth pony answered while lightly caressing a few of the red petals.

“They're very lovely,” the lavender princess commented and stood up, her muzzle leaning in to sniff lightly at one of the bouquets.

“They sure are~ Feel free to take one,” Roseluck mentioned and offered one from her basket.

Hesitantly, Twilight took the flower and looked it over in her hands. The thorns had been dulled to not prick anypony wanting to hold them. The red color was like a velvet wrap at the end of the stem, making it look almost too beautiful to really consider it being real. Every turn and twist Twilight held it in seemed to show its beauty no matter what. This pony was clearly gifted in her work and it was something that actually took the purple pony's mind off everything for a few minutes.

When Twilight came back to her sense, her violet eyes looked up to the smiling mare in her scarf. The gentle humming was also a nice ease from the tension the alicorn had been enduring the past few days, loving the sound greatly. The thought crossed her mind for a second, her decision on asking seeming to waver, until she noticed Roseluck tilting her head lightly.

“Something wrong with the rose, hon?” the red maned mare asked curiously.

“Huh? Oh! No, no! It's absolutely lovely. Thank you. Just had..something on my mind,” Twilight answered back and bit her lip nervously.

“If you like, you can talk to me. I don't have anywhere to go so listening to somepony's thoughts is always nice. Maybe it'll help?” the earth pony suggested, clipping a few stems and placing the flowers into the basket.

“If it's no trouble,” the lavender mare said and took a deep breath. “I've been trying to find a..willing pony to help me try out a spell. Thing is, it's possibly a little dangerous even though I may be able to reverse..whatever effects it casts.”

Roseluck nodded lightly, listening and keeping her eyes on her work as she turned the wicker one way, the another. Her hoof-tipped fingers were extremely careful in their handling of all her merchandise. The mare seemed rather calm and a little carefree, with a sound mind atop her shoulders. It was something most other ponies couldn't achieve, Twilight noticed.

“I tried tossing in bits to get a pony to help out. Spike isn't capable because the spell seems to only work on equines. It's just a bit frustrating,” the purple mare said and let out a sigh.

“I'm sorry to hear that. Would it be okay if I participated?” the flower mare asked.

Twilight blinked in surprise. This was the first time she was offered to have a test subject instead of asking for one. Was it just in kindness? Did she even listen through the light hums or distraction of her work?

“It... might not be safe,” the experimental pony said cautiously.

“I know. You also said you're more than likely capable of reversing anything bad. Right?” the pale yellow mare countered.

“I did. If you're really okay with it, would you mind meeting me back at my... castle?” Twilight asked, still not used to calling her new home a castle.

“Sure thing. Let me just wrap up shop here and tell Lily and Daisy I'll be busy after. Okay?” she said, smiling brightly and pulling a spade from her apron.

It took a minute before Twilight gave a nod to the mare and went on her way. The entire time, she had her nose hovering above the rose she was gifted. The smell had her smile a bit as she walked back to her place, one arm still holding her member up to her body to keep it concealed. As good as she was feeling right now, there was no need to risk having her embarrass herself in public.

Once she was inside, her coat left her body and magically floated over to the nearby hanger. If Roseluck was truly okay with the arrangement, she would have to make a little space for the entire test. The kitchen was a little too public and any kind of basement setting would easily give some uneasy feelings. The only option left seemed to be her room. It was probably the only place left she could think of in such a short time.

Her hooves carried her along as her wings seemed help the distance between each step. Up steps and down halls, Twilight was quickly moving about and doing her best to tidy up everything in her wake. The room was spacious enough for a small test, private to keep any prying eyes away, and even cozy with her books, bed, and other assorted items to not feel out of place within. Of course, a small bit of sprucing up didn't hurt.

The magic from her horn began lining books properly and making her sheets smooth. Notes and pages flew through the air as she dusted off a few areas, stacking the paper neatly onto a desk. Quills and ink bottles lined up perfectly along the side of the desk as she carefully placed some scrolls onto a shelf. It was looking very nice and opened up more space than she remembered having.

Spike would be out all day to help Rarity with a dress or something. The purple alicorn wasn't exactly listening too closely when the young dragon came to tell her his excitement. Wrapped up in her studies had seemed to diminish her attention to her surroundings a bit. Still, she was practically free other than Pinkie and other girls possibly coming into the castle here and there.

All the work to make her room seem more presentable had the magical pony worn out for a bit. Her hand rubbed her brow and bangs, giving her horn a praising pat as she sat down on her bed. Finally, it looked nice and neat again. She hadn't asked how long Roseluck might be, giving a glance to the clock.

A small read over the spell might help her perform it flawlessly and save them both any tragic event. It would be a good time to get it down to the best of her ability and find a reversal or counter-spell to it. Time wasted twiddling her thumbs wouldn't help in the slightest. Instantly, her nose dove into the notes as she laid back and floated the paper above her while reading over every letter again and again. She didn't want to create any other problems if she could help it.

-

It was possibly another hour before she hear a chime sound out in the castle. Twilight sat up and placed the sheet to the side while she flicked an ear at the noise until she realized what it could have been. Her body shot up as she hugged her stomach to keep from making too many slaps to her frame with the thick member and began running towards the entrance. Every step only jostled her thickness more which made her slow her speed to keep from getting too riled up.

Once at the door, the purple princess took a few deep breaths and steadied herself before opening it. It was hard to maintain good composure with such a thing demanding attention so often. When she opened up the entryway, Roseluck was standing and waiting patiently in her denim pants and soft sweater. The striped scarf around her neck had been wound up more to cover her muzzle and shield her from cold as much as possible.

“Come in!” Twilight urged, making way and gesturing for the earth pony to come inside.

The pale yellow mare stepped in and looked around, keeping her scarf and coat around her for a while longer to warm up. The two exchanged pleasantries as the door closed and the lavender alicorn slowly guided her new friend back to her room. The rose maned pony kept her green eyes busy by taking in all the sights around her. The hue complimented her coat and hair wonderfully, Twilight noticed.

Within minutes, they were in her room as the flower mare removed her scarf and placed it on the desk. The comfy looking coat was gently pried off her as the magic holding it set it over a chair while she was allowed to get a bit more comfy. The two talked a bit and got to know each other a little more and to have Twilight comment about not wanting to be addressed as royalty.

“Should we go over what I have to do? Is everything set up?” Roseluck asked, smiling warmly to the purple alicorn.

“Well, if it makes you comfortable, I could go over everything. It's mostly just you keeping a clear mind and being still. I could explain the process,” the violet mare said, looking over to her while grabbing the notes.

“That would be good. I just hope I don't mess you up,” the earth pony said and looked to the paper.

“I doubt you will unless you plan on jumping around while I cast it,” Twilight joked and giggled. It was nice to be able to relax a bit.

“You said it was some sort of... transformation?” Roseluck asked. Her expression wasn't one of worry but confusion as she looked over the quick scribbles of writing.

“Yes. One that should change a pony into... well, I don't know what. It shouldn't be harmful and I took the time to study a reverse of the effect. Are you sure you're okay with this?” the lavender pony asked.

“I am. Though, I'm a little confused why you don't test it on yourself. Is there a problem that makes it unable to be?” the grass color eyed pony inquired.

“Well... no,” Twilight answered and bit her lip. “I've already cast a spell on myself a few days ago. The effects haven't... worn off yet. Thought putting more spells on top of it wouldn't help.”

“Oh, I see. I don't really know any magic myself but it sounds like a smart idea. What spell did you use?” the rose maned pony asked.

That was a question the alicorn hadn't thought would come up. It was a delicate situation, having a spell that couldn't be reversed on her, and she wanted the polite mare to be alright with the whole situation. Her ears grew a little warm as she hugged to her stomach a bit more and took a deep breath. The magic flickered quickly to lock her door as she grabbed the bottom of her sweater and stood before the patient mare.

“Promise you won't spread word around Ponyville?” Twilight asked, looking for some assurance before letting her in on the secret.

“I swear by Celestia, I won't. You're safe,” the flower pony said and nodded.

There was a good minute of hesitation before the sweater slowly came up. The fabric caressed the belly of her shaft as she pulled it away to expose the member to her new friend and let it be known. The throbbing mass stayed mostly upright as she stripped her shirt and tossed it away, keeping her more lacy bra on as she stood there with a light blush.

“I wasn't aware... this is what it would do,” Twilight admitted.

Those green eyes lingered quite a bit on the dark purple shaft, the pale yellow mare nibbling her bottom lip some. It was a sight she probably wasn't used to. At least on a mare. The staring made the purple princess squirm in place before she unhooked her pants and let the stalk lower down towards the pony before her. Something about showing it off was getting her a tad worked up.

“That's... really incredible,” Roseluck said softly, leaning in some to get a much closer view.

“It is?” Twilight asked, unable to stop the random twitches it gave off.

“Very much so. I've never seen one like this,” the participating mare said as she reached up and stopped just shy of touching it. “Can I...?”

The struggle of almost begging for a touch was hard but Twilight held back and gave a small nod. Her length gave a small throb at the feeling of those hoof-tipped fingers lightly brushing beneath it and moving down to the base. The motion was smooth and delicate, those caring fingers pressing lightly against the warm tube of meat until moving back up towards the head.

“Th-that feels really nice,” the endowed mare says, breathing a tad heavier than usual.

“I bet it does,” Roseluck told her and kissed the tip.

It felt so good to have her mare-shaft teased and kissed. Even if she had a bit of fun with Pinkie helping her out earlier, it was always welcome. The girth gave another twitch as she felt those hands stroke down and back up again, slowly wrapping around the flesh and giving careful pumps. Every press to the base had her giving a soft pant before she would move her hips forward towards the pony sitting in front of her.

“This is... pretty sudden,” Twilight panted out and shuffled her pants to her thighs with the lacy panties that matched her bra.

There wasn't a word from dear Roseluck as she leaned in and gave a small hum, lightly trailing her lips along the side of the shaft. This wasn't exactly how the alicorn expected the willing mare to act even if she was seemingly carefree. Of course, her pleasured rod wasn't arguing at the attention by any means.

Another stroke up to the head and that tongue moved slowly around the ridges before suckling to it lightly. The fingers that worked her turgid member were giving smooth rubs along the bottom, pressing up and massaging slightly. A smooth stroke down and those hands pressed more to give the feeling as if it were pushing into something. More licks to the flaring end had her gasping and trying to keep from almost pinning the pony down to have her way.

“There you go,” the soft voice told her, placing one last kiss to the head as those beautiful green eyes stared up to her. “Maybe after your little test I can give you a bit more.”

That was quite the incentive. Twilight nodded quickly as she took the notes and let her nerves settle from the pleasure she had received. Her fingers held onto the paper, being a bit shaky, before she gazed along the words. It was mostly to keep her mind on something else and calm down since she could almost recite the spell in her head at this point.

“Okay, um... Might need to... undress in case something changes too drastically. Wouldn't want your clothes being ruined,” the purple princess states while slowly looking up from the paper.

It appeared Roseluck was perfectly comfortable with herself as she pulled her own sweater up and off, displaying her slender frame and the green bra around her chest. The satin fabric went well with the way she looked, accenting her body well along with the color. Her sweater drops to the bed as she stands up and begins unfastening her jeans, all the while humming lightly to herself as if she was the only one in the room.

Without meaning to, Twilight was left staring at the undressing mare while unconsciously drifting a hand to her thick shaft. A few rubs to the top of it and she stepped back to give a bit more room while watching the rose colored mane lower down while the pale yellow earth pony shuffled her pants to the floor. Each hoof stepped out of them until she tossed them with her sweater to show off a matching pair of panties and giving a twist to show off her rose marked flank.

It was impossible to deny that Roseluck was a mare that was extremely appealing to the eyes. Those pale yellow arms reached back as she unhooked her bra and let her decent breasts press the fabric away. It traps cam loose as she shimmied out of the undergarment and let it join the rest of her clothing before winking to her personal onlooker. Either it was cold in the room or the stripping mare was getting a bit excited from this.

Those hoof-tipped fingers slipped into the green panties as she stuck her tongue out playfully and began easing them down. The soft fabric almost glided from her yellow coat, traveling down her legs and hitting the floor around her hooves. Roseluck giggled a bit and stepped out of them before leaning down and picking them up. Her smooth coat was extremely soft looking, especially near her bared loins. The hint of a small lining of wetness confirmed Twilight's suspicion of the arousal.

When those panties were draped over the end of the large pleasure pole, the purple pony stuttered a gasp and bit her bottom lip. It was surprising having a pony acting to playful and possibly intimate with her. Those fingers came up to wrap the underwear around the member more before giving a slow stroke down and up which drew out a light moan from the magically endowed mare.

That satin felt amazing along her bare shaft. Each caress was amplified with how the fabric seemed to glide along her rod, coaxing out a bit of the clear pre from the end. More strokes as those hands massaged lightly along the way, making sure each pass back and forth over the flesh, had Twilight almost groaning in delight. She never thought masturbating with panties would feel this good, even if she had touched herself through them before this new addition.

“W... Why are you... doing this for me?” the lavender princess asked, clearly not minding much.

“Mm, why not? Honestly, most ponies tend to pass by without a second glance. You seemed so nice and troubled, I figured helping out in more than just your test could benefit you. Besides, your days need to be brighter,” Roseluck explained and kissed her cheek as those hands kept moving the fabric along the leaking tool.

There was a breathy thanks given as the feeling of those warm panties kept working against the firm shaft. The lavender pony moaned a bit more as she leaned forward and finally ran her fingers along those soft, yellow coated breasts. Both mares gave tiny coos, one a bit more than the other, as the touching amplified bit by bit. Dextrous fingers moved around the warm and soft mounds, passing over the sensitive nipples as Twilight let her friend continue the panty stroking.

It took a few minutes before there was a break in the actions. The wings of the alicorn were lifting up and spanning out from the pleasure and sight of the mare. Her legs gave a few wobbly steps back to pull from the hold on her member. The bit of lingerie was left dangling on the end as the heated breathing was the only thing audible in the room for a bit. They both gave a light giggle and blush on their muzzles before calming down just enough.

“Okay... Just relax for me and... stand or sit still, please. I'll make sure this goes as smoothly as possible,” Twilight explains and idly rubs her member while magically hovering the notes before her.

The rose maned pony nods and looks around before stepping into the middle of the room and standing still. There was noticeable bit of some mare juices leaking from her sex, lightly matting her yellow coat on her inner thighs. It wasn't a lot but it was there. Her hands clasped together in front of her as she waited and watched, looking a bit eager to see what was going to happen.

A bit of silence filled the room as those violet eyes looked over everything a few more times. When she was ready, the two mares gave each other a small nod before closing their eyes. Twilight felt the energy move through her and have her horn brighten. The concentrated spell stayed there, being manipulated and reworked until it was ready to cast as Roseluck stood as motionless as possible. An added bit of padding to help the spell and she let it go.

A purple beam shot across the area in an instant. The willing earth pony opened her eyes in shock as her body lifted from the floor. Her hooves were inches from the ground as she slowly became encased in a vibrant, purple cocoon. It was hard for the purple pony to watch as the light only got brighter, almost as if it were going to explode. The worry was being held back as best as possible while she watched and let the magic encasing lower to the floor before it seemed almost burning hot from the light itself.

Using a wing, Twilight shielded her eyes and turned away until it eventually died down and faded. When she peeked over, her breath was caught in her throat for a minute until she managed a small squeak. The alicorn moved closer and leaned in as she studied the pony before her. Immediately, she began apologizing.

“I'm so sorry! I didn't know it would do this! I-I can fix this, just... um... just hold on,” the magical mare said.

“It's alright. I'm still here. Just..a little different,” the newly changed mare replied while moving down to her knees to comfortably look herself over.

The recently solid, or at least more so, mare had become far more translucent. Her body had taken a softer form than usual with no actual coat. In fact, it looked to be devoid of any actual organs or skeletal structure. Her arms moved fine along with her head but there was no real way of telling how she was capable of such behavior. The mostly clear look into her body showed only whatever was behind her. All her prior colors were still in place with the pale yellow and rose red, just in a more gooey form.

Twilight stayed still as she studied her friend from observation. Her magic brought over some extra paper and a quill as she quickly started writing down notes and descriptions. The very slow trail of a few dollops of the mare went along her body like a thick sweat. The alicorn had seen nothing like this before. The goo was thick but acted like nothing more than just a watery gelatin when moving down the body.

A small drop of clear red from the mane hit the floor with an audible plop. It had a tiny bit of weight to it and jiggled a bit like Pinkie's gelatin snacks. Or even, Pinkie's wonderfully curved body. The thought made that shaft stir as Twilight kept taking notes. She had to stop thinking sexy thoughts.

When a slick and slightly cool touch met her bare member, the purple pony's quill and paper dropped instantly. Her eyes looked down to see that Roseluck had taken the initiative in letting her caster know just what she felt like now. She had taken liberty of removing the panties from the end before starting. The hold was far more pleasant that she had thought it would be. There was clearly a bit of firmness behind the touch even with the slick coating around it. A small stroke up and she was letting out a moan without realizing it.

“It's funny feeling but I like it~” the gooey mare said, moving her hand up and down as those fingers pressed with ease. “It feels like... everywhere on me is... really sensitive.”

The hand-job was quickly becoming more than just a few teasing strokes. The slick coat acted like an oil or lubricant as that stallion-like girth was steadily pleasured. A small layer of Roseluck's lovely gel-like form seemed to coat Twilight's shaft in the process and only added more pleasure with how easy it was to move along it. The passes over that medial ring around her made her body twitch and squirm, drooling a bit of pre from the end of her firm pole.

Even with her pants to her thighs, there was no way she was going to be satisfied until she was completely nude. A small shuffle and her hips wiggled while her hoof-tipped fingers pushed at her pants and panties until the reached her knees. Another change in position and she finally got them off her legs and hooves before tossing them aside. The entire time, that hand never left her pulsing shaft and kept up the silky smooth strokes. Her arms reached back and unlatched her bra, shaking out of it and throwing it over to the rest of her clothes before leaning in close.

The cool touch was now a bit warmer than before, possibly holding the alicorn's body heat from where it was touching. Like a sexy, gooey mare pillow. Her own fingers traced up the slick arm of her willing friend while taking in the texture until she reached the shoulder. A light pull and she felt the slime changed pony move over her eagerly.

“Don't change me back yet,” Roseluck whispered, using the position to rub her slick thighs over the soft warmth of her friend's.

“I won't~ Just... keep stroking, please,” Twilight said in a breathy tone.

The form altered pony continued moving her hips as her thighs caressed and coated the lavender mare's own thighs and hips. The liquid was almost like a topical stimulant. Every touch only made the alicorn want more as she caressed and fondled over that slimy chest, cupping the translucent breasts tenderly. A few squeezes here and there as those gooey loins rose up and nestled right over the aching orbs and base of that throbbing shaft.

“Just... lay back and... let Rosy help you out,” the transformed mare said.

Her smooth arms reached down and hugged the warm member to her body as she shivered and smiled. With the head of that throbbing tool just under her breasts, the eager pony leaned forward and laid gently over her purple partner. Within seconds, that pale yellow body began moving and shifting against her partner as that hold stayed firm but very slick.

Twilight's head craned back as her body arched in pleasure from the new technique being used on her. Those slippery arms and that smooth, gooey torso seemed to add to the incredible feeling even more as she let the motions continue. Every bit of attention to her body had her moaning out, throbbing against that sweet hold around her girth as she drooled her pre-cum from the end. It was pure euphoria.

Every work down her pulsing mare-cock had her grunting and feeling the bottom of those slick breasts tease the tip repeatedly. When Roseluck's body shifted back up, those arms and that belly glided along with the motion. It felt amazing having that lubricated body practically acting like a new form of masturbation. The pleasure rolling up and down along the underside of her shaft was making it hard to control her hips, lifting up a few times between strokes.

With each plop of the goo-made mare onto her lap, Twilight was quickly losing herself. The special slime that her flower pony friend was comprised of did have some kind of effect on her. Whether it was a topical aphrodisiac or it just simply felt too good, she didn't know what it was exactly. The sounds from such actions were also coming into play with the rather squishy slurps and wet claps at each drop down. How was it possible to have this much pleasure so quickly?

“I can... feel it getting ready... It's okay~” the gooey mare cooed out and left a slick kiss on one of those lavender cheeks.

There was something about having the verbal encouragement that ramped up the moment by good few degrees. The thick and eager mass gave a couple of pulses to signal its own acknowledgment before those plump orbs drew up against the purple frame's lap. It was going to be a good one! The end of that drooling girth flared up as the strokes continued until Twilight gasped and lifted her hips, her wings spreading along the floor.

Poor Roseluck had little time to react as the thrust upwards slid her down a bit more and worked that flaring member up between her breasts. With her sloped angle, her lower half was now near the shaking knees below as her arms stayed tight and her lips gave a quick kiss the leaking head. There were a few pulses of nothing until the quick burst of hot semen rushed from the tip. More of that heavy cum sprayed out as it landed along the floor with audible hits.

Those green eyes watched the shooting length before she lapped at some of the ropes. Her clear tongue cut through the creamy strands as she moaned in the moment, tasting the wonderful flavor of her friend. It was like drinking from a hose for her. A really thick, throbbing hose that spat out in heavy strands instead of a consistent stream. Her body quivered as she gulped down the bits she could until she slipped her mostly-clear muzzle over the end and let Twilight cum right in.

The smooth roll of those lips over the end of her magically procured prick had brought the purple pony up a bit more from her current orgasm and drew it out just a tad longer. Luckily, that mouth went over her just before she nearly coated herself in her spunk. The arcs of semen had barely missed from the angle and landed above her head, though some might have made it into her mane. The sight, when she looked down, had her moaning just a tad more.

The lavender princess could see her flaring tip in the grasp of that slick maw, being milked and teased, as she blew the last of her current load within. Every bit of her seed had a thick consistency that lingered in that throat and down as she watched the pony swallow. Considering her semen had more opacity to it than the mare that was enjoying it, it was easy to watch it flow along and gather in her belly. It was extremely arousing, to say the least.

There was a moment where both relaxed and gathered their composure until Twilight propped herself up on her elbows. In a moment of lust, her head moved in as she kissed to the other pony's lips eagerly. Both tongues intertwined and wrestled for a bit, tasting each other on a more intimate level. Legs and arms wrapped around each other as the two made a slimy mess together on the floor. The primal urges in both were triggered and they craved for more.

The slightly sweet taste of the messy mare atop Twilight had her trying to place it. Whatever that lingering taste was, it was addictive. Her lips and tongue kept up the needy kissing as she rolled over and carried the pony with her. A wet plop and she had dear Roseluck on her back, those pale yellow legs sliding up and down her own from below. The still-firm cock get a nudge to that upper stomach and lower chest of the mare. It was a demanding desire and one she wanted nothing more than to sate.

When she sat up on her knees, the purple mare panted in a heated lust. The rose scented pony below seemed a little confused at being left on the floor until she looked down at that still-throbbing pleasure stick. A grin spread across both of their muzzles, almost like they knew what the other thinking, as the endowed mare started to scoot back. It had taken a second to set in but Twilight noticed how her friend's scent of lovely roses had seemed to become more powerful with her transformation. It was a comforting, sexual smell now.

“H-hold on,” the willing mare panted out and smiled. “Let me..get on all fours for you. Take me from behind.”

It took a second for the earth pony to turn over and get into position as she placed her knees onto the floor. Her mane dripped with her tail as it swayed to the side. When her hips lifted and chest lowered, her head turned as she glanced back with a grin. She was wanting this just as bad as Twilight.

“Plow my field and plant your seed,” she whispered out as her slick flanks gave a small wiggle to entice the offer.

The play on words was a bit silly but they just got those needs rolling that much more. Almost everything was a turn on for them at this point. Despite being coated in a layer of that gooey substance that was Roseluck, the purple mare loved running her hands over those hips. The fluid motion was helped by the slick nature of the pony below before that leaking tip of the mare-cock brushed against those bare, silky folds.

A closer look to the translucent pony below showed the semen from earlier had already vanished. Quite the finding, should she remember to write it down later. Way later. Her thick end of the shaft prodded lightly and nudged at the slightly clear entrance. An eager shake with those hips was all the endowed girl needed to proceed.

When her lap pressed forward, that stiff pole pushed firmly against the tight slit until it shot up and landed between the perky cheeks of that plot. A reposition and she tried again, managing to feel those petals of that intimate flower spread before slipping beneath. Those slick thighs felt great but she wanted something more that was offered. There was another reset as she steadied herself and held onto her girth as she began applying steady pressure.

Slowly but surely, those lips, moist from arousal and her new form, began spreading and squeezing down the intruding shaft. It was incredibly tight having that gooey hole open up just enough to let her in. Every inch was aching to be inside. With each push came a moan from both along with seeing more of herself within the body of the mare. Throbbing and being massaged as she could see it all happen.

“I... I can... see myself... i-inside you,” Twilight announced, placing both hands onto those hips and giving a small buck.

The feeling sent the horny and throbbing mare into a moment of tense pleasure. Her shaft pulsed as it accepted the gelatin-like walls squeeze and massage it. Nearly all of it was inside and Roseluck had yet to call out to stop. Another thrust and she felt herself bury to hilt, letting her lap press flush to that perky rear.

It was a bit hard to draw back at first with the pleasure and that grip on the eager meat. A few careful thrusts were given to gauge how well it was to move until the alicorn started up a slow pace. It was a slow rhythm for a bit, her presses into that stretched tunnel being more deep than anything else. The work felt amazing, though. With the slick coat constantly on the transformed mare's body it made a wonderful lubricant.

The feeling of her shaft almost claiming a gel pony's sweet, flexible hole was nothing short of utter bliss. Her hips rolled and pumped a bit faster after she managed to get herself situated better. Every press to those round, gooey cheeks made a wet clap with a cute groan from her eager participant. Finally, she was able to dip right into that urge she had for days on end. No amount of masturbation could have come close to this.

Twilight's wings flapped with every buck, helping her get in nice and deep as she mounted the desirable flower pony. Wet pats and clapping from her eager thrusts were sounding out a lot more. It probably sounded like somepony was literally slapping Pinkie's special gelatin. Along with those sinks into the slick mare, the purple poker could see her member moving along within and so nicely, too.

Whether the silky pre-cum was mixing with the juices or coating Roseluck had within her, Twilight didn't know. What she did know was that the insane amounts of pleasure were beginning to mount up at a steady incline. Her hips rolled and thrust, that purple shaft spearing into the moaning mare below each time. The feeling of those walls coaxing out that euphoric feeling was incredible. The added thrill of being able to watch herself pound her friend senseless also added onto the whole experience.

After a bit, Twilight leaned over and wrapped her arms around the slick waist of her tight friend. The cool touch to her nipples had her shudder in pleasure until she calmed down and felt the warmth of her own body reflect back. Every pump had the mare rock in her arms as she grunted and nearly took vicious stabs inside of the semi-transparent pony from her unbridled lust. More of her haphazard bucks had her groaning and throbbing like crazy within.

The wetness between her thighs was a good sign of how horny the alicorn was as well. Her sex was nearly leaking juices as she thrust repeatedly into the soft, tight sex of her gelatin mare friend. Every time her hips shook, she thought she was ready to lose it. It was hard to think if she could reach this magnitude of bliss again, let alone think clearly at all.

“I -ah!- I'm so close! R-Roseluck.. Mmf, you feel so good~” Twilight groaned out between thrusts.

“Y-you as well... D-do it! Cum inside me!” the gel pony moaned out eagerly, pressing her hips back with each thrust against her. “Sow your seed... all inside me~”

There was no way to hold back with the pony encouraging her orgasm to come forth. The purple mare sat up and looked down to watch as her hips and those translucent, pale yellow ones clapped together faster. Louder sounds were emitted as they both did what they could with that dark purple rod sinking in deep every time. Seeing it go so far and pull back quite a bit was so hot coupled with the feeling as if she were nearly penetrating her for the first time each thrust. It was mind blowing and was attempting to get Twilight to blow something else.

It only took a few more thrust before that mast was buried to the hilt and those wings raised up high. The purple pony's breath stopped short as her eyes rolled back and her teeth grit together. An arch of her back and she felt her swaying and slathered balls rise up quick. Her eyes moved back down just in time to watch it all happen.

The end of her member flared deep inside, throbbing and enjoying the talented massage it was getting. There was a visible twitch as it thickened before sending the first wad of her heavy load directly into the mare. Seeing it pump rope after rope into the willing body of Roseluck was going to be material for her to masturbate to for years. The lack of any protection let her see how her creamy essence spattered a formerly empty and recently made chamber inside.

Every gust of seen flooded that makeshift womb and seeped along her member in a back wash. Before any of it spilled out, the tightness increased as it drew the thick seed into the gooey body more, not wasting a single drop. Through the moans of both mares during the climax, she could even hear the muffled spray of her thick batter fill the absorbing womb. Both of them shuddered during the sensation, Twilight gripping those slick flanks and tilting her head back to just give in completely.

It took several minutes, at least, before the initial orgasm was even done. The mares were tense and panting messes as that stiff pole stayed firmly planted into the sweet pony underneath. Beyond that time, it took another ten or so before either of them could move, let alone speak. A shift here or there sent them both whimpering and shivering in the afterglow.

Soon enough, Twilight could hardly sit up straight and ended up falling backwards. The tug of her shaft from the comfy hold on it gave a loud, wet pop with a few bits of the loose gelatin coat everywhere. Just to have that kind of pleasure was something she couldn't even put into proper words. Eventually, she found some.

“Y-you... That... Oh, by the Goddesses, you were amazing,” the alicorn panted out and smiled wide, breathing in heavy, gasping pants.

Roseluck turned around and clumsily crawled up to her expended partner, laying against her side and cuddling close. An arm slide over that lavender belly and hugged her snugly while she nosed against her neck. The smell of sex was clear in the air but the mixed scent of roses, lavender, and a hint of jasmine seemed to give it a far more intimate tone. That was easily one for the books.

The two laid together on the floor for a while. The gooey mess over the place was something Twilight would worry about later. A shower might clean herself off just fine anyway. Her hoof-tipped fingers traced along the arm over her stomach as she let her mind collect her thoughts. It took a minute before something finally donned on her.

Her violet eyes glanced down and widened as she sat up. There was no more intrusive member attached to her body. The purple monster she had been fighting for days was finally vanquished. There was an internal party going until an ear flicked at the sound of her still-messy partner stirring.

“Oh, you got rid of it?” the gel-like pony asked, hugging to her friend.

“I guess so. I think I know what it takes to go away now,” the purple mare said before looking to Roseluck. “Want me to change you back? I know it's possible, so you don't need to worry.”

The semi-transparent pony giggled and shook her head, kissing the lavender colored mare's cheek before saying, “Not just yet. It's pretty nice feeling pleasure all over and almost having a constant orgasm~”

The comment made Twilight grin and kiss the pony's slick brow before she licked her lips and pressed her back to the floor. It was interesting that having a body made of such a substance seemed to keep her rose scented friend in so much bliss just from physical touches. Maybe she should try it on herself someday.

“Well, until then, I think I know what can do to pass the time~” the book smart mare teased as she winked.

“Oh, do tell~” the gelatin pony replied in eager curiosity.

“I rather show than tell,” Twilight answered before concentrating on her own loins as her horn lit up. Maybe it wasn't so bad to know a spell that gave her a little extra. It was going to be a loud, slick, and very horny night for them both.

Author's Note

Fiona is the lovely artist responsible for this cover image. Go thank them and look at their other great works!