With the tell-tale crack of teleportation, Twilight appeared in the library of the Everfree Castle. Her brow was furrowed in concentration as she barely gave a thought to the papers and quills she sent flurrying about. She was on a mission: after Rarity had been corrupted by a spell book hidden in this library, Twilight had been fraught with worry. What if it happened again? What if it was worse? It was those thoughts that eventually drove her back to the library in an attempt to make sure it never happens again.

Pursing her lips, she cast a general detection spell for powerful magical items, mentally reprimanding herself for not thinking of this in the first place. Almost immediately a powerful ping echoed back.

“No way it’s going to be that easy,” Twilight said to herself.

Nonetheless, she swiftly made her way over to the direction of the magical signal, casting a few dark magic detection spells along the way. She let out a small humph when they all returned a negative.

Eventually, she came face to face with a blank wall, which practically screamed “there's a secret room behind me!” It was surprisingly easy to find the switch, almost as if it wanted to be found. It was strange, Twilight thought. Why hide something in such an obvious place?

After pulling the hidden switch, the wall slid downwards with nary a sound before locking into place. Lighting her horn, Twilight stepped forward into the darkness beyond. She let out a small yelp when several braziers suddenly burst into flame. It took a second for Twilight to realize they were burning with pink fire. A roaring blush invaded Twilight’s features when she realized what exactly was in the room.

The only way to describe the room beyond was ‘sex roomified’. It was all but dominated by the absolutely massive circular bed in the center of it. It looked like a dozen ponies could comfortably sleep on it, and who knows how many if they decided to sleep in a more intimate arrangement. It was covered in the finest of red silk sheets, with plush pillows, a thick mattress, and wispy curtains surrounded it. The walls were covered in whips, chains, leather outfits, other things that wouldn’t look out of place in a dungeon, and a single gigantic mirror.

“Ohhh…” A sultry voice cooed, seemingly coming from everywhere at once, “it has been a long time since anypony has entered my domain.”

The voice was soft, intimate, and sounded oh so inviting. Just listening to it sent a tingle down Twilight’s spine, causing her to unconsciously clench her back legs as a tremor ran through them. Already Twilight was almost desperate to hear more of it.

“Who are you!?” Twilight shouted, her voice wavering.

“Twilight!” the voice sounded shocked, “don’t you recognize the voice of your dear old mentor?”

Twilight’s eyes opened wide in realization. The voice was Princess Celestia’s!

The voice giggled, “Ah, I see you’ve realized,” a breeze coursed over Twilight, almost beckoning her into the room, “please do come in, we have much to discuss.”

“Why would I do that?” Twilight asked, her voice shaking as another breeze seemed to course through her hind legs

“I swear on my magic that I will cause you no harm, nor hold you here against your will,” the voice said, and Twilight felt the magical oath settle over the room.

Her brow furrowed. An entity that would be willing to swear an oath like that must be desperate, genuine, or both.

“Okay,” Twilight said slowly, “But I have some questions that are going to need answering.”

“Of course,” the voice coyly said, and Twilight could feel a presence glide through the room. It was faint, but there was a noticeable blur as it settled on the bed, a swirl of fog wisping away in its path.

Twilight watched as a figure slowly coalesced into being. In a fashion very similar to Nightmare Moon, a cloud of swirling grey smoke slowly seeped up onto the bed, heading towards the center. The wisps condensed and concentrated, and sure enough a distinctly feminine shape began to amalgamate. She was the same size as Princess Celestia, although her form seemed to be fuller compared to the Sun Goddess’s frame. With a final burst of smoke, there was a fully corporeal mare on the bed. She looked almost exactly the same as Celestia, if Celestia had a fully grey mane and a ‘come hither’ look on her face.

“Who are you?” Twilight asked, unconsciously taking a step closer to the bed.

The predatory grin the mare gave her was so full of lust and desire that Twilight was helpless but to let out a small shiver.

“Well, technically I am Celestia, and at the same time I am not. You could call me a part of her really. But I feel that you will have trouble addressing me as such. So you can call me Molly. More than a few ponies have called me that over the years.”

“Molly?” Twilight said, rolling the name around her mouth, “what are you?”

“As I said, I am part of Celestia,” Molly said with a coy, sultry smile, “more specifically all the little kinks and desires she keeps squirreled away in that pretty little head of hers.” She stretched a immaculately manicured hoof outwards, making a show of inspecting it. “She comes by every now and then to update me. We actually have a surprisingly healthy relationship given the circumstances.”

Twilight found her eyes glued to Molly’s extended leg. Never before had she thought a leg could look so sexy, but nonetheless here she was, almost worshipping the hoof in front of her with her eyes.

“She made me after Luna got banished. The distraction of having to deal with all her kinky desires and running a country in the midst of a civil war was a bit too difficult, and there really wasn’t a choice about which one had to go.” Molly brought her hoof back and stretched languidly, showing off her lithe frame as she did so.

“Uh-huh,” Twilight replied, suddenly finding herself right up against the bed.

“Won’t you join me?” Molly cooed, beckoning Twilight with a wing, “I assure you this bed is very… comfortable.”

Twilight let out a small eep as she instinctually tucked her tail under her, a roaring blush invading her features. A small part of her knew that getting into a bed with a fractured aspect of her mentor that represented the sum total of her sexual desires wasn’t the best thing to do, but… the bed did look comfortable.

Slowly, Twilight brought one hoof up, placing it onto the bed. It sank a few inches into the plush material as Twilight hefted herself up, quickly placing her second hoof to help her along. The bed was higher than she thought, so when her front legs were fully extended her back legs slipped out from under her, causing her to fall to the bed with a soft oomph. Twilight felt like she was enveloped in a cloud, the mattress seemed to practically envelope her completely. Despite its softness there was an obvious springiness to it.

“Such a good girl,” Molly said as she gently scratched Twilight’s chin with a wingtip, “come here, lets cuddle.”

Twilight couldn’t help but feel a sense of pride well up inside her with Molly’s small praise of her, however much of the rational part of her mind thought it was crazy. She blearily blinked her eyes as Molly seemed to unfold herself, exposing her belly and chest in an obvious invitation to Twilight.

Molly’s wingtip gently guided Twilight closer to her. Almost hesitantly, Twilight made her way forward into the embrace of the goddess. Twilight couldn’t help but feel inadequate compared to such a vision of perfection, but Molly gave her a calming smile and immediately Twilight felt her worries dissipate. Finally reaching her, Twilight laid back down, her chest pressing against Molly’s in an intimate embrace as the goddess’ legs and wings wrapped around her. She was unable to stop a small moan from escaping her as she was enveloped by Molly, the limbs wrapped around her seemed to form a cocoon of warmth and comfort that she never wanted to leave. Her body was feeling hot, a noticeable flush spreading across her body as she slowly relaxed more and more.

A small smile on her face, Molly craned her neck down in a swan like manner and planted a small kiss on Twilight’s forehead, just below her horn. The smaller alicorn let out a small mew of bliss, burrowing herself deeper and deeper into Molly.

“But that’s not important right now,” Molly said, her mouth inches from Twilight’s ear, “right now, we have to talk about us.”

Twilight was helpless as a full body shudder ran through her. Molly’s voice seemed to be caressing her with every carefully formed syllable. The larger alicorn pulled back, capturing Twilight’s eyes with her own.

“I want to leave here, Twilight. Celestia tries to keep me entertained, but there is only so much she can do. You are the only other pony able to contain me safely.”

Twilight was unable to stop a brief spike of panic that flared in her, thoughts of Nightmare Moon forcing their way into her mind.

“No, not like that,” Molly said as if reading her thoughts, “I am not the same as that vile creature. I will not force your consciousness to the far corners of our mind. You are much too special for that.”

Despite her situation, Twilight without a doubt knew that she was telling the truth. She could feel the genuinity in Molly’s words.

“What will happen to me?” Twilight asked, her voice low and hesitant.

Molly gently rubbed her hoof up and down Twilight’s back in a comforting manner, doing her best to reassure the smaller alicorn.

“You will still be you. I would never change that. Removing your adorkableness from the world should be considered a crime.” Twilight felt her face practically burst into flames. “Despite all my power, you will still be the master of your own body. I will most likely become the little whispers in the back of your head, but I would get to experience life once again.”

Twilight let out a small whimper, the thought of reducing this goddess to something like that just didn’t sit right with her.

“Do not fret, Twilight, I will not disappear. I will become another facet of your personality, living on in your sex life.”

“What will I get?” Twilight said.

Molly’s smile turned positively predatory.

“My dear Twilight. You will get my power, my desires,” she brought one hoof to Twilight’s supple plot and squeezed it in a most delicious way, wringing a lewd moan from Twilight, “my skills. Its not a bad deal.”

“It really isn’t,” Twilight thought to herself.

“Any time you wish to speak to me, I will appear in your dreams. And if you so desire, we will end our arrangement on the spot. Holding a pony against their will is something I would never do.”

Twilight was silent for a long moment, her mind running through scenario after scenario of what could go wrong. But she couldn’t keep it up for long, the combination of Molly’s embrace and the comfort of the bed was rapidly turning her mind into a rapturous mush. After a while, Twilight nodded her consent, she knew at some level she was playing right into Molly’s hooves, but she just didn’t care.

“Then the deal is struck,” Molly said, a wide grin splitting her features and, before Twilight could react, she bent down and captured Twilights’ lips with her own. Immediately Twilight’s mind was assaulted by a world of pure bliss. Molly’s soft lips moving against her own sent pulses of ecstasy through her body so strong that Twilight barely managed to hold on to the kiss. Eventually, Twilight felt the bond form, snapping together like a chain between the two of them.

Molly pulled away, causing Twilight to look up at her dreamily,wondering why in the world she stopped. The larger alicorn was unable to stop a smile of pure happiness and contentment from blooming across her face, “Thank you,” she mouthed, before her form dissolved into a grey smoke once again.

Twilight gasped as the smoke plunged into her mouth, she felt bursts of warmth and pleasure exploding outwards from her gut as the smoke entered her. A lewd moan escaped her mouth as more and more of the smoke was inside her, she could feel the sheer amount of magical power Molly had as it spread through her.

Eventually her body couldn’t contain it anymore, and Twilight lurched as she felt her legs suddenly lengthen. Her chest, wings, and back followed, growing and reshaping as the never ending smoke kept invading her body . She could feel her body slowly but surely reaching Celestia like proportions, almost double or triple her previous size.

Her hips and plot were by far the greatest change. Before, Twilight’s hips were nice and slender, giving her figure a subtle curve that a stallion could easily enjoy. But Molly was essentially a sex goddess, and she didn't’ do subtle curves. Her hips ballooned outwards into a downright lewd display, eventually reaching a size that left her old hips wanting. She could feel her plot grow to match, the mounds of supple flesh expanding into twin cheeks of lewd feminine perfection. Her skin and cutie marks were spread taught in a desperate attempt to contain the sheer amount of butt-flesh. Twilight had no idea how long it lasted, but eventually all the smoke had disappeared, leaving her alone on the massive bed.

Shakily, she lifted herself up, her mind quickly getting used to her new proportions. She could see something billowing out of the corner of her eye and lifted a hoof to bat it away, only to give a start when she realized her mane was now waving in a non-existent breeze like Celestia’s and Luna’s. She shifted on the bed, turning so she could look onto the mirror, gasping as the feeling of her now massive plot squishing along the bed coursed through her. Eventually, the mirror came into view, and Twilight’s jaw dropped at what she saw.

Where Celestia was tall and domineering, Luna lithe and graceful, she was curvy and sensual. Her legs seemed to go on for miles before connecting to the most sinfully graceful body Twilight had ever seen. She could easily identify the swell of her plot behind her, squishing outwards in a display reminiscent of a teenage colt’s wet dream. She was sex and lust incarnate…

And she loved it.

Twilight watched as a coy smile spread across her lips, her eyes locked on her new body as she slowly lifted herself off the bed. Never before had Twilight felt so sexy as she pulled herself to her hooves, her body instinctively relaxing into a natural pose that would turn porn stars green with envy. Her mane and tail billowed out gracefully, a picture of perfection just like the other princess’s.

Giving herself a ‘come hither’ smile Twilight walked towards the mirror in the rolling gait that Rarity was so fond of. She could feel her plot shifting with each step, jiggling as the lewd mass swayed back and forth. New instincts drove her forward as she slinked towards the mirror, courtesy of Molly of course. Eventually Twilight stopped inches from the mirror, admiring the way her reflection gazed sultrily back at her. Smirking, she stuck her tongue out and ran it across her lips. The old Twilight would have made this look awkward, but the new one turned it into a prime act of seduction. This was definitely the right decision. She sent a mental thanks to Molly, and received a pulse of delight in return.

Smiling, Twilight gave herself a wink in the mirror before lighting her newly-lengthened horn and teleported back home.

******

Twilight cracked into existence in the middle of her living room, only lit by the soft glow of the streetlamps outside. Looking around, Twilight was happy that Spike had chosen to spend the night at Rarity’s. It would be difficult to explain her ‘few’ new changes on the spot, not to mention the fact that she had a sex goddess in her head.

‘Dragons always did make for intense lovers, 'Molly said, and Twilight immediately felt a rush of foreign memories flood through her head. She let out an involuntary moan at the feeling of ghostly claws clutching her skin. The sheer euphoria of their huge, tapered, segmented co-- Twilight clamped down on that line of thought, strangling it till it died. It wouldn’t do to think about her little brother like that. She had practically raised him!

‘Oh you’re no fun,’ Molly chuckled. ‘Just give it time Twilight, you’ll come around.’

“Lets just stick to my friends for now okay?” Twilight asked.

Molly chuckled and sent Twilight a flood of naughty and delicious thoughts about all her friends and all the things she wanted to do to them. The vision of Rarity in racy lingerie, or Applejack tied up in ropes sent a flush of heat through Twilight’s body. She unconsciously licked her lips, saliva already starting to pool in her mouth as she pictured her and Applejack sharing Big Mac’s legendary member between them.

‘See? You’re already over that silly little incest taboo,’ Molly said happily.

Unable to stop a healthy blush from invading her features, Twilight quickly banished that little fantasy. Or tucked it away in the ‘for later’ drawer, she wasn’t quite sure. Taking a few deep breaths to slow her heart, Twilight started trotting around the library, starting to hum as she circled around and round.

Already her new body was approaching the level of familiarity of her old one, something that Twilight was positively ecstatic about as she finished her first lap of the library. With a level of enthusiasm previously reserved only for books, she began to saunter around the library, practicing different techniques with every lap: the ‘Royal Canterlot I’m better than you stride?’ Check. The ‘Follow me to bed?’ Check. The ‘Get over here and fuck me so hard I won’t be able to walk tomorrow?’ Double check.Twilight giggled like a school filly as she clapped her hooves together. She hadn’t had this much fun since she discovered erotic novels! A knock on the door interrupted her musings, causing Twilight to silence her cackling. Standing up, Twilight adopted her best impression of Princess Celestia and made her way to her door in stiff, measured strides.

“Who is it?” Twilight asked.

“It’s… uhh… me!” Rainbow Dash’s voice fluttered through the doorway.

Twilight smiled. She was always happy to be visited by friends! Grinning, she pulled open the door, exposing a slightly flushed looking Rainbow Dash.

“Hey Rainbow!” Twilight said, earnest joy at seeing her friend present in her voice.

“Hey… eep!” Rainbow started to respond before her voice devolved into a startled yelp as she caught sight of Twilight. A fierce blush invading her features as her wings started to twitch noticeably at her side.

“Oh…” Twilight responded as she realized her mistake. “It me Rainbow. I had a uhh… magical growth spurt. I was going to tell you girls tomorrow.”

Rainbow looked Twilight up and down a few times before a broad grin split her features, “I’ll say, you’re huge!” Immediately she clamped a hoof over her mouth as she realized what she said.

“Not like that!” she eventually forced out past her embarrassment,

Twilight couldn’t stop herself from giggling at the smaller mare.

“Don’t worry about it, Rainbow,” she said as she gently pulled Rainbow’s hoof away from her mouth, the pegasus freezing as she stared at Twilight’s hoof holding her own. There was a brief moment of quiet before Twilight pulled Rainbow through the door. “Come on in, I was just about to have a snack.”

Rainbow limply let herself be pulled inside, hardly reacting when the door clicked closed behind her. Twilight gave her her a broad grin, noting that Rainbow’s cheeks seemed to be permanently stained red. “Follow me!”

Twilight stepped in front of her friend and started walking towards her living room. It took her a few steps, but she suddenly realized she was using ‘Seductive walk number three: The Plot Jiggle’, which probably explained why Rainbow seemed to have trouble starting to walk. For a brief moment Twilight considered switching to a less sexy gait, but quickly decided against it. Rainbow had teased Twilight on more than one occasion; this was simply her just comeuppance. The alicorn stopped, jutting her hips out to one side before turning her head to fix Rainbow with an innocent look.

“Something wrong, Dash?” Twilight asked coyly, noting with supreme satisfaction the way that Rainbow’s wings visibly extended from her body, the pegasus’ tail twitching as her gaze was locked on Twilight’s plot. Blinking a few times, Dash tore her gaze away, realizing that she had been caught staring. She gave Twilight an embarrassed chuckle as she rubbed the back of her head.

“Yeah, I’m fine.”

“Perfect!” Twilight replied before turning back around and resuming her pace, not stopping her rolling gait.

This time Rainbow retained enough of her faculties to follow Twilight, but still unable to remove her eyes from Twilight’s plot.

‘She wants you’ Twilight suddenly heard Molly say, her voice a whisper in the back of her head.

‘Well, of course she does,’ Twilight responded, ‘Have you seen me yet?’

Twilight felt a burst of satisfaction before Molly shot her another thought.

‘ No, she wants you! Not just your body, Twilight.’

The meaning was not lost to Twilight, whose train of thought grounded to a halt as she realized what Molly was telling her. But that was crazy! Rainbow was so far out her league that it wasn’t even funny. She was a wildly talented stuntmare, much more intelligent than she thought, confident, loyal, and not to mention beautiful.Twilight was, as Rainbow herself told her, an egghead.

Twilight dwelled on this as she led Rainbow into the main room of the library, gesturing for her to take a seat on the couch. Rainbow did so, plopping herself down as she struggled to rein in her errant wings. After a brief moment of thought, Twilight sat down next to her, a little closer than normal. Rainbow’s eyes practically bugged out of her head as Twilight turned around, placing her plot mere inches from her face before sitting down.

“So!” Twilight began, “what brings you by?”

It took a few seconds, and Rainbow tried to shift over a few times before realizing that there was no place to go before turning back to Twilight.

“Ya know, just wanted to make sure you were okay. You’ve been out of it the past couple days.”

Twilight winced; she had been. The decision whether or not to search the castle for more dangerous artifacts had taken up more time than she had thought.

“I’m fine Rainbow, but thanks for coming to check on me,” Twilight replied as she wrapped a wing around Dash and brought her face down to gently nuzzle the smaller mare.

Dash let out a small “eep” as she was encased in the feathery prison, letting out another one when Twilight nosed her. It didn’t take long for her to relax, however; the comfortable heat coming off Twilight quickly eased her tense muscles.

“Not a problem, Egghead,” Dash responded, a trace of her usual bravado making itself known.

‘Egghead.’ There was that word again. Coming from anypony but Dash, Twilight would be offended, but she knew that it was just Rainbow’s roundabout way of showing affection for her.

‘It would be easy you know,’ Molly said. ‘As soon as you kiss her, she’ll be yours. Don’t you want to take this new body for a spin?’

Twilight blushed as Molly sent her an accompanying image of her and Dash locked in a passionate embrace, expressions of pure ecstasy written across both of their features. As if sensing Twilight’s change of mind, Dash shifted slightly before leaning more heavily on the alicorn.

“You okay, Twilight?” Dash asked, her voice full of honest concern.

Twilight took a deep breath before turning to the mare in her embrace.

“Can I try something Dash?”

Rainbow’s brow furrowed, but she nodded nonetheless.

With a burst of strength, Twilight lifted Rainbow up. The pegasus let out a startled yelp as she was planted chest-to-chest, straddling Twilight’s lap. Their bellies pressed intimately together, their wings intertwining as Rainbow stared at Twilight. The alicorn craned her neck downwards, slowly bringing her lips closer and closer to Rainbow’s. The pegasus didn’t do anything except open her lips slightly in anticipation, her breath coming in small gasps.

When their lips finally touched neither of them did anything, both afraid that doing so would knock them out of a dream. But it didn’t, and eventually Twilight brought a hoof up to cup Rainbow’s cheek and coax the pegasus’ lips into action. The kiss rapidly turned from tentative to lewd as years of repressed lust and desire bubbled forth.

Their tongues met in a flurry of movement and salvia, battling each other back and forth. It all came instinctively to Twilight, knowing just how to move her enlarged tongue in order to outmaneuver Rainbow’s. Their hooves and wings wrapped around each other, pressing their chests and bellies as close as possible. Small, breathy moans escaped them as their teats rubbed together, freshly hardened nubs quickly flooding with blood. Twilight could feel Rainbow’s wettening marehood; already drops of her marecum were running down the length of her own slit.

Gasping, Twilight pulled away, nibbling Rainbows ear as she whispered into it.

“Do you want this?” Twilight asked, her voice low and full of promise.

Dash could only gasp and moan in reply.

“Answer me,” Twilight responded, her voice taking on a commanding edge

“Yes, Twilight!” Rainbow responded, her voice dripping with arousal.

‘Ahhh… a submissive. What a fun pony to have for your first time in this body’ Molly cooed.

A flood of knowledge coursed through Twilight, telling her just how to drive Dash up the metaphorical wall.

“What do you want, Dash?” Twilight cooed, bringing her hooves to Dash’s tight plot. She squeezed it a few times, wishing there was a bit more of it to grab. Another set of memories flooded into her, revealing all the spells necessary in order to do exactly that.

Once again Dash didn’t respond, unable to do anything but moan deliriously as Twilight explored her body. That wouldn’t do, and Twilight swiftly brought her hoof up before slapping it down on Rainbow’s ass. Immediately, Dash let out a pleased yelp as a fresh spurt of her juices splashed against Twilight’s crotch.

“What do you want, Dash?” Twilight asked again.

She could feel the struggle warring inside Rainbow. Her desire to submit clashing against her pride. Twilight pursed her lips; she needed an extra push. Smirking, she suddenly knew exactly what to say. She leaned down, whispering directly into Dash’s ear,

“Do you want to be my… little… Dashie?”

In an instant, Rainbow’s moans cascaded into something akin to a scream. Twilight watched in awe as the pegasus was suddenly consumed by a positively titanic orgasm. Her body convulsed, wave after wave of pleasure coursing through it, thick spurts of her mare juices erupting from her to wet Twilight’s crotch below. Dash’s tongue lolled lewdly out of her mouth, the mare already surrendering herself to the pleasure. Twilight smiled bashfully as she massaged Rainbow’s plot through her orgasm, delighting in the pleasured writhing of the pegasus in her lap.

Eventually Rainbow’s orgasm ended, and the pegasus was left little more than a limp, panting mass of sex and flesh. She collapsed completely onto Twilight, resting her entire weight on the alicorn as her pleasure-addled mind struggled to rebuild itself.

“Yes…” Dash eventually moaned out, her voice nice and hoarse.

“Yes what, Rainbow?” Twilight said, her face a breath away from Rainbow’s.

“I want…” the pegasus took a few deep breaths. “I want… to be your little Dashie.”

The grin that spread across Twilight’s face would put a wolf’s to shame.

“Perfect.”

Twilight teleported them both to her room, quickly laying Dash out on her bed. The pegasus blearily looked up at her, eyes swimming with lust and desire. Twilight could see the way Dash had surrendered to her; the pegasus was already reveling in her choice, and Twilight hadn’t even started yet. She turned around, presenting her ass to Rainbow’s hungry eyes. Twilight could feel the way Dash devoured her body with her eyes, the pegasus almost desperate to feel more of it.

“Do you want a plot like mine, Dash?” Twilight asked, “One that practically begs to be worshipped?”

“Yes, ma’am,” Dash replied in a shaky voice, “I get jealous everytime I see one.”

“Who’s? Tell me the truth.”

Rainbow took a shuddering breath before replying.

“Pinkie’s. I stare at it every time I get the chance. It’s so.. bouncy and full. All I want to do is bury my face in it.” An embarrassed blush appeared on her face. “I would do anything to get an ass like that, but I can’t lose my flying career over it, not to mention the mares in my family are built slim.”

Twilight paused, quickly searching her new found skills for a manner in which to make both possible.

‘It’s not an easy thing to do,” Molly suddenly said, ‘but for a mage of your caliber it’s doable as long as you don’t make it too big’

“Oh my poor Dashie,” Twilight cooed as she pet her affectionately. “Its a good thing your friend is the Element of Magic then, isn’t it?”

Twilight smiled as Rainbow realized what she was implying, and couldn’t help but feel joy swell up in her chest as one of the largest smiles she had ever seen on Dash formed on the pegasus’ face. Twilight gave Dash a final kiss and turned around, placing her plot over Dash’s face. She lifted her tale, exposing her flushed marehood to Dash’s gaze. Twilight could feel the way her netherlips were oozing fluid, a positively ludicrous amount compared to what she previously put out. Rivulets of her juices ran down her legs, a fresh spurt flooding out as she felt her pussy wink.

“Worship me, Dash, and I’ll see that you’re rewarded.”

Moaning her consent, Dash couldn’t do anything but wait patiently as Twilight lowered her plot downwards. The obscenely large mass of flesh quickly dominating her entire gaze. Twilight moaned in bliss as she felt her cheeks spread around Rainbow’s head, completely enveloping it as the pegasus’ muzzle was planted directly on her marehood. Gasping as the pegasus’ warm breath washed across her slit.

Immediately, she felt Dash’s tongue plunge into her, the lithe muscle lapping against her inner walls with all the intensity of a starving mare. She could feel herself leaking onto Dash’s face, quickly covering it in a sheen of marecum. For a split second she wondered if she over did it before Dash’s hooves grasped her plot and pulled her downwards, begging for more. Twilight felt a satisfied smirk spread across her face, she could get used to this. Sitting on Dash’s face, getting eaten out all day. She would feel like a queen sitting on her throne.

Rainbow had a surprising amount of skill. She began to tease Twilight, running her tongue around Twilight's nether lips as she coaxed out Twilight’s clit. The alicorn gasped as Rainbow rubbed her tongue along her pleasure nub, lances of ecstasy bolting up her spine.

Twilight was unable to stop a small moan from escaping as Dash’s tongue enthusiastically plunged into her. The pegasus was thrusting her tongue in and out much like a cock in her quest to make Twilight cum. Waves of pleasure cascaded through Twilight as Dash’s tongue rubbed against her sensitive inner walls.

Twilight moaned as Dash’s hooves started to massage her plot, the athlete’s powerful muscles doing their best to squeeze every inch of butt-flesh they could. Despite its larger size, it seemed to Twilight as if her ass had only increased in sensitivity. Never before in her life had her ass been such a large source of pleasure. Her entire plot seemed to be a concentrated erogenous zone, and the feeling of Rainbow shamelessly groping it was as pleasurable as the tongue in her twat.

Rainbow shifted slightly, and Twilight was barely able to bite back a scream as pretty much the entirety of the pegasus’ muzzle was suddenly buried in her marehood. The sheer feeling of being stretched to such a degree was nearly enough to send Twilight hurling over the edge. Gritting her teeth, Twilight was barely able to hold herself back over her widely jerking hips, and possibly crushing Dash in the process.

Twilight had no idea how long Rainbow ate her out like that. Her tongue was able to reach places inside of Twilight that she didn't even know existed, wringing spurt after spurt of marecum from the alicorn. Twilight was left a panting mess when Rainbow finally pulled herself out from Twilight’s twat, causing Twilight to let out little mewls of desire.

Those were swiftly halted when Rainbow dragged her tongue upwards, lapping against Twilight’s puckered star. The alicorn's moans redoubled as Rainbow’s tongue pressed against her back door, the new sensations rapidly sending her mind into a downward spiral. Twilight felt her anal ring give way with nary a fight, and Rainbow’s tongue plunged inside unhindered.

Never had Twilight thought that getting her asshole eaten out could feel so good. It was always one of those things that other ponies do in the bedroom, but now that it was happening to her, she made a mental note to have Rainbow do it more often. The feeling of Rainbow’s tongue wiggling in her backdoor was exquisite, and Twilight felt her marehood clench as a bolt of pleasure lanced through her.

‘I didn’t take you for an anal pony,’ Molly cooed inside Twilight’s mind, quickly flooding her with fantasies of having all manner of things stuffed inside her second hole.

Twilight was moaning continuously now. The combination of her ass being tongue-fucked and the fact that Rainbow Dash was doing it in such a submissive way was sending Twilight’s newly awakened mind into overdrive. Maybe she should have Dash do this daily? Yeah, some nice analingus before bed sounded perfect. The orgasm building inside Twilight suddenly broke free, and Twilight screamed her pleasure to the heavens as her mind was overrun by ecstasy.

Her eyes rolled back in her head as her tongue lolled limply out of her mouth, her entire body clenching and relaxing in waves as pleasure rocked her to her very core. Obscenely large spurts of her marecum erupted from her marehood with every thrust of Rainbow’s tongue into her ass, completely covering the entirety of Rainbow’s chest, crotch, and legs.

“Rainbow!” Twilight screeched as the pegasus buried her tongue in her ass and wiggled it around while using her legs to hold Twilight as tight to her as possible. A second orgasm cascaded through Twilight’s body. The alicorn could see stars as she humped Rainbow’s face, covering her in fresh spurts of her juices.

With a start Twilight realized that Rainbow was coming too. The pegasus’ lithe hips humping upwards lewdly as she tried to milk a nonexistent cock of its seed. Twilight could feel the moans escaping from Rainbow’s mouth, the vibrations travelling through the pegasus’ tongue directly into her ass. Smaller, but no less impressive, spurts of Rainbow’s own marecum erupted from the pegasus’ snatch.

As much as they wanted it to last forever, their mutual orgasm eventually had to end. The both of them came crashing down at the same time, their bodies going limp as Twilight barely managed to avoid crushing Rainbow as she collapsed. They both laid there for a few minutes, twitching as the aftershocks of their orgasms coursed through them.

‘Get up, Twilight,” Molly instructed, ‘Your little Dashie served you well, and she deserves a reward.’

Nodding her agreement, Twilight pushed herself upwards, steadying herself for a few seconds before turning back around to Dash. The poor pegasus was still half-conscious from her last orgasm, her legs completely splayed out and her fur matted down with Twilight’s fluids. Twilight reached out with her hooves and gently guided the pegasus to her belly. She lifted Rainbow’s plot upward into the standard mounting position. Her first attempt failed, causing Twilight to let out a grumble of frustration as Rainbow’s limp muscles caused her to collapse back to the bed.

Twilight lifted her again, this time punctuating the motion with an authoritative, “Stay.”

Rainbow’s hind legs clenched, the pegasus letting out a small moan as she instinctively obeyed. Smirking, Twilight flipped Rainbow’s tail over her back, exposing the pegasus to her hungry gaze. And what a sight it was. Rainbow’s netherlips were flushed and swollen with arousal, fresh rivulets of the pegasus’ juices already winding their way down her legs. Her clit was fully engorged, jutting out obscenely from Rainbow’s folds as it visibly pulsed with arousal. Twilight noted with a small amount of surprise that Rainbow had a piercing through her dock: a golden bar with ruby lightning bolts on each end. She filed that information away for later use.

Twilight reached forward and gently grasped Rainbow’s plot, the tight cheeks barely molding around her hooves. The alicorn frowned, it was a shame really. Rainbow would look even more stunning than she was now with a larger plot, but her athletic lifestyle put any chance of that to rest. Good thing Molly was a master fleshcrafter and that magic broke more rules than Twilight could count.

Fleshcrafting was one of those niche magical schools. It allowed ponies to literally mold their own and other’s bodies, but it required much more power and control than the average unicorn could produce. And in the more modern era, where cosmetic surgery and technology were capable of reproducing most of the same effects, it was no wonder that the common pony didn’t even know of its existence.

Twilight’s horn lit up as she pinged Rainbow’s magical circuits, trying to get a feel of how the magic flowed through her. Immediately Twilight received a huge response back, and she was unable to stop her mouth from gaping open in shock: the pegasus channeled almost as much raw mana as she did before her ascension. It would be practically child’s play to redirect some of it to negate the effects of the pegasus’ new posterior.

“Twilight…” Rainbow moaned out, the alicorn’s exploration of her rear end not going unnoticed as the pegasus squirmed slightly.

Twilight’s horn lit up, her magic surrounding Rainbow’s plot cheeks as she began to go about her work. She could feel Molly take control of the spell, Twilight doing little more than supply the needed energy as the sex goddess demonstrated the spell. Slowly, Rainbow’s cheeks lost their rigidity, appearing to turn into something more akin to clay. Twilight lifted her hooves, once again guided by Molly, and began to literally mold Rainbow’s ass. With the skill of a master sculptor, Twilight expanded and shaped the mounds of flesh, sculpting it into the perfect ass that the pegasus deserved. Slowly, Rainbow’s cheeks expanded under her touch. The skin stretching taught before it was able to catch up to the supple flesh. Twilight’s eyes remained locked on the swelling flesh,

Twilight could feel Rainbow shuddering and moaning as she continued to work her magic. From inside her head, Twilight could feel Molly tweaking a few things here and there. A few more ticks in the sensitivity department, making sure the cutie mark was the proper size, etc. The two of them worked in synergy, and soon enough their magic died down, leaving a brand new ass in its place.

‘Good job,’ Molly said with no small amount of pride in her voice.

Now that she wasn’t working anymore Twilight was free to ogle the fruits of her labor, and what juicy fruits they were. She had done her best to preserve the overall grace and slimness of Rainbow’s form, but still the only way to describe Rainbow’s new ass was ‘voluptuous.’ While not quite as obscenely rotund as Twilight’s new plot, it was certainly one of the larger ones around Ponyville. Her lithe muscles weren’t as visible anymore, making way for the new jiggle in Rainbow’s step. Smirking, Twilight suddenly brought her hoof down on Rainbow’s plot in a brutal spank, noting with supreme satisfaction the way it continued to jiggle long after the impact.

Rainbow couldn’t do anything but let out a loud yelp, her eyes opened wide as conflicting signals of pain and pleasure assaulted her. Twilight brought her hooves back and began to play with Rainbow’s ass, squeezing, pinching, and spanking. Rainbow let out various sounds of pleasure, eventually settling into a steady groan and relaxed further into her bed, simply content to let Twilight have her way with her.

“Do you like your new ass, Rainbow?” Twilight eventually asked. “Come, take a look.”

Her horn lit up once again and a mirror made of magic materialized in front of Rainbow, quickly becoming big enough to make out both Twilight and the pegasus. Rainbow’s gaze was instantly locked onto the new swell of her plot. The twin cheeks were visible even from the front, swelling outwards from either side of her tail.

Twilight watched as Rainbow reached a hoof back and almost shyly grabbed ahold of her ass. Rainbow moaned in a mix of arousal and happiness as the supple flesh spread around her hoof, her eyes opening wide in surprise. Twilight couldn’t help but chuckle as Rainbow enthusiastically began to feel herself up, groping herself in a manner that even Molly was appreciative of.

“Go ahead, fly around,” Twilight eventually said.

Rainbow nodded and pushed herself upwards. It took a while, but Dash was able to get her rigid wings to cooperate with her enough for her to lift off the bed. She hovered in the air for a few moments before gliding forwards in a lazy loop around the room. Slowly but surely, Twilight watched a smile break out on the pegasus’ face as her confidence increased. Soon enough, Rainbow was executing a complicated series of maneuvers that left Twilight baffled, completely unhindered by the enclosed space of the bedroom.

She truly is amazing, Twilight thought to herself. There really was no sense in denying it. Rainbow was loyal, athletic, smart, beautiful, and now had a plot to die for.

‘And she’s all yours,’ Molly said, and Twilight easily found herself agreeing.

Her introspection was halted when she suddenly had a faceful of blue, and a mouthful of tongue. Twilight’s eyes opened wide in surprise as Dash kissed her, the pegasus doing her best to convey all her thanks in the act. Smiling, Twilight returned it, once again allowing her larger tongue to dominate Dash’s.

“Do you like it?” Twilight asked as they broke apart for a breath, a thick strand of saliva connecting the two of them.

“Yes, ma’am,” Rainbow replied, her voice cracking with her enthusiasm.

“I do, too.” Twilight said as she gave it a harsh squeeze, wringing another moan from the pegasus.

Twilight raised an eyebrow as Rainbow’s face suddenly twisted in realization. The pegasus opened her mouth, but closed it after a moment. Causing Twilight to cock her head in confusion as the pegasus did it a couple more times. Eventually, Rainbow found her voice, and in a nervous tone entirely uncharacteristic of her said.

“It’s… It’s not my ass. It’s yours…” there was a pregnant pause, “...mistress.”

Oh….

Oh, Twilight liked the sound of that.

Smirking, Twilight leaned forward and nibbled Rainbow’s ears.

“Good, you’re learning.”

Rainbow’s back legs clenched and she let out a breathy moan, the pegasus shuddering in Twilight’s embrace.

“I suppose you deserve to cum then,” Twilight said, “you’re utterly drenched down here.”

A full body shudder coursed through the pegasus, as Twilight’s hoof deftly teased her marehood. With a flurry of motion, Twilight twisted Rainbow around and planted her chest on the bed, raising the pegasus’ back legs into the standard mounting position. Rainbow’s tail swiftly found it flipped over her back, exposing her dripping core to Twilight’s hungry gaze.

Twilight took a moment to admire the way Rainbow’s cunt looked. There wasn’t a single part of Rainbow’s crotch and thighs that weren't soaked in her juices. Her nether lips were thick and flushed with arousal, parting slightly to show the pink flesh beyond. Twilight huffed a breath over them, smirking as Rainbow’s clit winked out as she let out a breathy moan.

Still smirking, Twilight brought her lips towards Rainbow’s marehood and trailed a single, long lick up the pegasus’ weeping slit. Immediately Rainbow moaned as her aching nethers were finally tended to. Twilight herself let out a mew of contentment as Rainbow’s taste flooded over her, the pegasus’ juices equal parts sweet and tangy.

Twilight brought her tongue back down, swirling it in circles across Rainbow’s drenched crotch, smiling in satisfaction as the pegasus writhed needily in front of her. Rainbow’s juices were so plentiful that Twilight had to swallow with every lick, and still rivulets of the pegasus’ juices ran thickly down her chin.

Twilight was once again thankful for her new size as she continued to lathe Rainbow’s nethers with her tongue. It was so large that Twilight could easily cover the entirety of Rainbow’s marehood, and lap at her clit at the same time. Rainbow was certainly appreciative at the technique, bucking her hips back into Twilight’s head as wave after wave of pleasure coursed through her. Placing her hooves on Rainbow’s plot, once again delighting in the feeling of it molding under her hooves, Twilight plunged her tongue inside Rainbow.

Rainbow’s inner muscles clenched around the invading muscle, almost trapping it inside as the pegasus screamed out at the penetration. With a start, Twilight realized that her tongue must be the same size as an average stallion, meaning that she was quite literally fucking Rainbow Dash with her tongue.

‘I’m going to enjoy stretching her out’ Twilight thought, not being sure if it was her or Molly saying that.

She pulled her tongue back, Rainbow letting out a loud keening wail as the lithe muscles ground against her insides. Twilight flicked her tongue against Rainbow’s clit a few times, causing the pegasus to writhe in pleasure before she forced her tongue back inside. Instinctually Twilight knew just how to move her tongue, hitting sensitive spots inside Rainbow Dash that the pegasus never even knew she had.

Rainbow was quickly turned into a squealing, moaning mess as Twilight fucked her with her tongue. Her back arching, wings flapping raggedly, tongue hanging uselessly out of her mouth, and her hooves scrambling desperately at the bedsheets as she struggled to comprehend what was happening to her.

Twilight pulled her tongue out of Rainbow’s dripping snatch, smirking at the way she could feel the pegasus’ inner muscles rippling along its length. With a knowing smile, she dragged her tongue up to Rainbow’s puckered star, flicking her tongue at the clenched muscle. Immediately Rainbow let out a confused little mew, but there was an undeniable tone of curiosity to it.

Rainbow completely froze for a split second when Twilight’s probing tongue started to press on her backdoor. Only to melt in bliss when she felt her sphincter give way, allowing Twilight’s tongue entrance. Smirking, Twilight started to fuck the pegasus’ ass with her tongue, bringing up one of her hooves to toy with the marehood she just left vacant. She could feel the orgasm building inside Rainbow, the clenching of her muscles, the way her moans continued to rise higher and higher in pitch. It was all too obvious that the poor pegasus was rapidly approaching her limit.

With a final flick of her hoof over Rainbow’s clit, the pegasus exploded. A loud scream erupted from Rainbow’s throat as she instinctually humped her hips back and forth in an attempt to milk a nonexistent cock. Twilight pulled her tongue out of Rainbow’s ass just in time to close her mouth around Rainbow’s slit as spurts of the pegasus’ marcum squirted from her in thick spurts. Twilight moaned as Rainbow’s essence flooded her mouth, a surprising amount considering how much Rainbow had already cum.

“Twilight!” Rainbow shouted when the alicorn plunged her tongue back inside her spasming marehood, drawing out her already mind-shattering orgasm to positively titanic proportions.

It was too much for Rainbow, her mind completely unable to process the sheer amount of ecstasy coursing through it. With a final scream of bliss, the pegasus collapsed limply forward, completely unconscious as her muscles continued to twitch. Twilight looked down at the unconscious Rainbow Dash with no small amount of satisfaction and victory on her face, as well as a generous helping of Rainbow’s juices.

‘Poor little Rainbow,’Molly cooed inside Twilight’s head, ‘passing out after only the second orgasm? We’re certainly going to have to train her up a bit.”

Twilight found herself nodding, already coming up with various ‘lesson’ plans for her friend.

But that could wait.

Now with a small smile on her face, Twilight cast a quick cleaning spell on the bed. Banishing the heady mixture of sex and sweat that she and Rainbow had created to the nether realm. Twilight laid down next to Rainbow, quickly gathering the pegasus in her arms as she assumed a position similar to her and Molly’s from earlier.

This is nice, Twilight thought to herself. The feeling of the smaller pegasus bundled up to her chest was certainly a comforting feeling, actually quite similar to when she snuggled with Smarty Pants during her foalhood. Rainbow murmured in her sleep and burrowed herself deeper into Twilight, tucking her head under Twilight’s chin as her legs curled up to her chest.

Smiling, Twilight wrapped her wings around them, the two appendages easily creating a feathery cocoon around them. She let out a contented sigh as she rested her chin on top of Rainbow’s head.

This is good, Twilight thought to herself, really good.

And with that thought, she fell asleep, smiling all the while.

Author's Note

Alright, I hope you all enjoyed that first chapter! This story started as an entry for the "We focus on the PLOT" group collab, but I fell in love with it too much and decided to keep it. The clop scene in this is shorter than my usual ones, so in future chapters expect them to be longer. I cut it a bit short because I want explore/expose more of Molestia's powers as time goes on instead of all at once. But safe to say, if a pony is going to do something involving sex they usually can't, i.e grow a penis, there's a spell for that. As of now, the other story I'm currently working on is still my primary focus, but that may change if there is enough demand for this one.

I'd like to thank iakovl, Jake The Army Guy, and Natasha for working there magic on this chapter, it was a particularly rough one when it started, but I think it turned out beautifully. It went from 5.7k raw to the 8.3k in this version. Also thanks to DarknessRising for supplying the idea for this fic.

A special thanks to Natasha for the amazing coverart. Take a second to look at it again, how good is it? Twilight's ass looks positively divine. Natasha does commissions, nsfw ones too, and you can easily expect that level of quality, so go ahead and send her a message if you're interested.

EDIT: For those of you who want an nsfw version of the coverart, you can see it on Natasha's deviantart or e621.net. You can pm me for the direct link if you want it.

Alright, so now some stuff about the future of this fic.

Triggers this will contain without a doubt:
Futa, magically induced genderswapping(definitely female to male, maybe male to female, but it won't be against their will), bukkake, gangbang/orgy, anal, huge penis, just generally excessive proportions, cum inflation, domination/submission, pet play, bondage, cock worship, ass worship, hotdogging, just generally lots of ass stuff, rough sex, toys, outfits, magically induced aging up(only Spike is 100% for this), incest, exhibitionism, sensory denial, orgasm denial, squirting, growth/expansion

Triggers this may contain (various degrees of possibility, the list is in no particular order)
Cock milking/lactation, tentacles, goo, role play, food play, Futa-on-male, nipple/teat play, public play(not! public use), M/M, Hyper growth, some degree of realism(hah!)

Triggers this will not have
muscle growth, weight play(fat), pregnancy, breath play, Rape, foalcon, vore, gore, blood play, age/diaper play, scat, watersports, bestiality, necrophilia, and other things similar to these

If there is something I didn't list here feel free to ask me about it in a comment and I'll update the list here.

That's about it for now, please Like+Fav this story, and be sure to follow me to keep track of updates for this fic and my other ones. Fun Fact: as I was writing this I couldn't help but think of those fics where Twilight has to acquire a harem of sex slaves or will lose her throne. That wouldn't be a huge problem now would it?

In next chapter: After Rainbow leaves, we learn more about the origins of Molly and Twilight discovers the futa-spell. With messy results of course.

Gold4tune out, pce /)