The Side Effects of Molly

by Gold4tune

Rating: mature
Tags: Comedy, Princess Celestia, Slice of Life, Sex, Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic, Rainbow Dash, Other, Romance
Length: 41405

Twilight makes a deal with Molestia: Allow Molly to experience life though proxy in exchange for all the goddess' knowledge and power. What happens next is entirely expected.

After Tirek's defeat, Twilight is reminded of Rarity's magical mess in "Inspiration Manifestation" and gets worried about the possibility of there being more dangerous spell books in the Castle of the Royal Pony Sisters. When exploring it alone, she comes across Molly, the sum total of all Celestia's severed kinks and desires, who turns out to be very persuasive.

Twilight agrees to a deal with the spirit: Allow Molly to experience life though proxy in exchange for all the goddess' knowledge and power.

What happens next is entirely expected.

Proofreading and cover art by: The Exotic Natasha
Proofreading by: iakovl
Editing by: Jake The Army Guy and habitual
Original Idea from: DarknessRising

Published 2015-05-05 01:50:02 UTC
Last updated 2015-12-01 23:12:52 UTC

The Deal is Struck

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 /)

Rainbow Leaves, Molly Talks, and Twilight Gets a Dick

Triggers: futa, growth, cum inflation, bukkake, huge cock, huge balls, masturbation, auto-fellatio, a completely excessive amount of cum. Getting right into the fun stuff aren't we?

*****

“Twilight?”

The alicorn in question murmured her discontent as she lifted a wing to block her ears from the offending noise that dared to disturb her slumber.

“Twilight,” it came again. Twilight let out another mew of displeasure as she pulled the warm pillow wrapped in her hooves closer to her, refusing to let it go.

“I have to get up for work!”

The voice was much louder this time, almost a shout, and Twilight bolted upright as awareness suddenly flooded her mind.

“Huh?” Twilight asked as her attention was drawn to the struggling Rainbow Dash embraced in her hooves. The pegasus was trying valiantly to escape from Twilight’s grasp, but her lithe body rubbing against Twilight’s was having the opposite effect.

Smirking, Twilight re-adjusted herself, pulling Rainbow to her chest once again in a crushing hug.

“But you’re so snuggly, and soft, and warm, Rainbow! I don’t think I could fall asleep without you anymore.”

Rainbow blubbered out a quick response, slightly struggling against the embrace, but Twilight could feel the blush on the pegasus’ face. For a few moments, it seemed as if Rainbow was going to let it drop, but she was nothing if not loyal.

“I have work though!” Rainbow eventually managed to reply, not sounding terribly enthused at the prospect.

“Oh, fine,” Twilight said with no small amount of disappointment in her voice.

Sighing, she released the pegasus from her grasp, who took the opportunity to leap away from the clingy alicorn. Twilight watched with rapt fascination as Rainbow went through her morning stretches, showing off a level of flexibility that wouldn’t look out of place in a circus. Of course, Rainbow had no idea just how delectable they made her voluptuous new ass look, or maybe she did, and she was just doing it to tease. Either way, Twilight was merely content to lazily watch the show, and entertained a few thoughts to have Rainbow do it this way every morning.

This is the life, Twilight thought to herself. Waking up in her lover’s hooves, then watching their glorious plot be put through its morning routines. She could easily get used to this.

‘Now you know what Celestia has been sacrificing the past millennium.’ Molly said.

Twilight felt a burst of sympathy for her mentor. Well, former mentor. She had barely been exposed to this side of herself, and already she couldn’t even comprehend repressing it.

‘Yes, Celestia thought the same. It was why she had to sever herself from me in the first place. Merely suppressing her desires was causing too much trouble.’

‘Then why didn’t she… rejoin with you after Luna came back?”

Twilight suddenly had an image of Molly laying on a bed, a knowing, sultry smirk on her lips.

‘Why indeed, Twilight. Why indeed.’

Finally finishing her stretches with a satisfied groan and a loud back-crack, Rainbow hopped up with a fresh sense of energy in her step.

‘But first tend to her, we can talk later.’

Twilight sent a mental affirmative and turned her attention back to Rainbow.

“The bath is that door over there,” Twilight said as she pointed with a wing.

“Thanks,” Rainbow replied.

She made her way over to the door, pausing just as she reached for the doorknob.

“You know Twilight; if we showered together we would save some hot water.”

The pegasus turned around with a smirk on her face, waggling her eyebrows.

Twilight didn’t need to be asked twice.

Smiling coyly, Twilight unfolded herself from the bed, taking every opportunity to show off her new body. She turned to the side, giving Rainbow the profile of her body as she did her best to mirror Rainbow’s stretches. Well, maybe with a bit more emphasis on her plot, and a little more tail swaying to highlight her figure, but it was an honest attempt. All in all, it was almost comically easy to get a reaction from the pegasus, her wings extending upwards as a blush spread across her face.

“Come on, Dashie,” Twilight cooed as she passed by the pegasus, taking the time to huff a warm breath over her ear. A full body shudder coursed through Rainbow, causing a victorious grin to spread across Twilight’s face. Swaying her hips, Twilight led Rainbow towards her bathroom. humming a simple tune along the way.

A few moments later, Twilight’s horn lit up as she pushed the bathroom door open, her hooves clacking as she stepped onto the tiled floor. If there was anything that Twilight enjoyed about her new castle it was the master bathroom. Easily half the size of her bedroom, it was decorated in the same regal crystal-tree motif as the rest of the castle, but it was the furnishings that made it so special.

There was a positively massive counter and mirror that spanned an entire wall, filled with multiple sinks and vanity stations. Easily Twilight’s favorite thing; it had a bath - more of a small swimming pool really - that could easily fit a dozen ponies in it if they all wanted some personal room to themselves. But if they wanted to be more intimate? Well, who knows how many then? It had faucets strategically placed around its circumference that automatically drained and filled the tub to keep it at the perfect bathing temperature. There were benches placed along the walls, under the water, so a pony could easily sit and soak. A feature that Twilight often took advantage of on particularly stressful days.

In addition to the bath, there was an equally lavish shower. With multiple shower heads the sprayed water from various angles, it was the kind of shower that a normal pony saw in a magazine and dreamed of owning one day once they became rich, and Twilight got it all for free!

“Holy horseapples, Twilight! This place is amazing!” Rainbow exclaimed, her attention finally torn from Twilight’s plot.

“I know, right?” Twilight giggled, unable to hide her pride in owning such a fine bathroom.

‘My my,’ Molly chuckled in a positively lascivious tone of voice, ‘It’s almost as if the castle knew you would have a harem of your own one day. Can you imagine? All your friends fucking the morning and night away in here? Begging for a chance to clean you with their tongues?’

Oh, Twilight could. She definitely could. And it didn’t help that Molly started to send fantasies of all sorts into Twilight’s mind.

‘Just wait, my dear Twilight. All will come in time’

With that parting statement, Molly faded away, leaving a now flushed and aroused Twilight all alone in a bathroom with Rainbow Dash.

“You okay?” Dash asked, noticing Twilight’s distant stare.

Twilight quickly shook her head, banishing the image of Applejack and Rarity eating each other out.

“Fine!” Twilight responded, her voice noticeably higher in pitch.

Rainbow cocked an eyebrow, but chose not to comment on it.

“As much as I would love to soak, I don’t exactly have the time for it,” Rainbow said as she started to make her way to the shower, “and that also means no morning sex. I can’t be late.” She said that last bit with a playful glare over her shoulder to Twilight.

Twilight was unable to stop a look of disappointment from spreading across her face as her body slightly drooped.

Rolling her eyes, Rainbow turned around and trotted back to Twilight. Giving the alicorn quick peck on the lips and an affectionate nuzzle.

“Relax, Egghead. We can meet up for lunch, and as soon as my shift ends we can continue where we left off.”

Twilight smiled and returned the nuzzle.

“Then we’ll meet for lunch, and I’ll be sure to have something waiting for you. Then we’ll spend the rest of the night fucking each other’s brains out.”

“Sounds good to me,” Rainbow replied with a smirk.

“Now,” Rainbow continued as she spun around, brushing her tail across Twilight’s face, “help me take a shower, I don’t think my hooves could get to all of my glorious plot anymore.”

Not one to deny her, Twilight followed Rainbow into the shower, her magic reaching out and turning it on. Immediately a deluge of water rained down on the two, quickly soaking them. Rainbow gave an audible moan as the hot water eased her muscles, staring up into a nozzle in order to wash her face.

Twilight felt another blush spread across her face as she stared at Rainbow. The pegasus’ cyan fur was darker when it was wet, almost giving Dash a purplish tinge. Her darkened coat clung to her form, giving the already lithe mare an even more sleek look to her. Her multi-colored mane clung to her, framing her with a halo of color that made her positively divine.

‘She is quite beautiful, isn’t she? Molly said, ‘Which is why you should get in there with her!’

Following the mental nudge, Twilight stepped into the shower, moaning slightly as the warm water coursed over her. There was no doubt about it anymore, merging with Molly had made her body much more sensitive than before. It wasn’t like everything was overpowering now, everything around her was just more vivid. It was almost as if she could feel every sitting drop of the warm water as it ran down her sides. The colors were more striking, as if they were leaping out at her. And Rainbow... Rainbow seemed to glow from within, her bright presence powerful within the confines of the shower. Smirking, Twilight made her way to Rainbow, her mane and tail stopping its ethereal waving as it clung to Twilight’s curvaceous body instead.

Rainbow turned around and suddenly found herself facing a wall of lavender, and before the pegasus could react Twilight swept her close with a wing and planted a scalding kiss directly on her lips. The poor pegasus let out a small “eep!” as her wings flapped lamely about, extending in a mixture of arousal and surprise

Twilight leaned into the kiss, boldly slipping her tongue into Dash’s mouth. Just like last night, it was almost comically easy for Twilight to force Dash into submission. Already the pegasus was allowing Twilight to have her way with her. Twilight could feel the first pulses of arousal deep in her marehood; she could definitely use a morning quickie. She could just order Dash to service her. Wasn’t she her mistress? Twilight pulled away from Rainbow, conflicting desires warring on her face as she struggled to reign down her desire to merely bend Rainbow over and have her way with her.

“Twilight?” Rainbow asked, a dazed look on her face. “Why’d you stop? Is something wrong?”

The alicorn shook her head, “No Dash. I just… I had to clear my head a bit.”

Dash rocked back and forth on her hooves a few times as she nervously looked up at Twilight.

“You know, you could just order me to stay and be late for work. Then we could continue where we left off last night.”

There was an undeniably hopeful tone in Rainbow’s voice, wanting Twilight to order her to stay, and Twilight felt a twinge in her chest as she realized that Dash was just as horny as she was. It would be far too easy to just give the simple order ‘stay’. Twilight pursed her lips, realizing that she needed some time to think about everything.

“No,” Twilight eventually said, “You should go to work. I think it’ll be better if we meet up for lunch. It will give each of us some time to think about all this.”

Twilight watched Rainbow visibly shrink with disappointment.

“Oh, okay,” the pegasus said, unable to keep a forlorn tone from her voice.

Twilight rolled her eyes and swept Rainbow to her with a wing, pulling the pegasus close to her body as she gave her an affectionate nuzzle.

“Don’t worry, Dashie. I want this just as much as you do. But we both have things we have to do today. We shouldn’t just ignore them.”

Twilight felt Dash nod into her chest.

“You’re right, Egghead, but can you still help me shower?”

“Of course, Dashie.”

A smile spread across Rainbow’s face as Twilight’s wings enveloped her, the larger alicorn gently guiding her downwards. A short while later Twilight was laying on her back, Rainbow draped across her chest.

“You know, Dash, this would have been much easier to do in the bath,” Twilight said.

Dash nodded her head, shifting herself around to get into a more comfortable position, using her hooves to fluff up Twilight’s neck.

“But now I can take a nap.”

Twilight rolled her eyes, but nonetheless conceded to Rainbow’s desire. Her horn lit up as she adjusted the showerheads, directing the spray towards Rainbow’s body. The pegasus let out a happy little murmur as the warm water soaked into her fur.

Can you help me out Molly? Twilight asked the spirit.

Of course, Molly responded, and Twilight smiled as she felt a rush of knowledge flowing through her mind

She began to carefully knead Rainbow’s body, making sure that the her thick undercoat was properly wettened as well. Twilight wasn’t using that as an excuse to fondle her lover’s body, not at all... maybe just a little bit.

Dash let out a loud groan as Twilight’s powerful hooves began to work her muscles loose, her entire body loosening completely. The alicorn smiled as her hooves slowly moved up and down Dash’s lithe body, once again taking note of how muscular she actually was.

If Twilight didn’t know any better, she would swear Rainbow was made from velvet-covered granite. Years of training had turned the pegasus’ body into a marvel of the equine form, as expected of the awesomest flyer in Equestria.

Twilight giggled as Dash jumped slightly when her hooves reached the pegasus’ plot. It was done only for the purposes of hygiene that Twilight spent so long massaging Rainbow’s butt-cheeks, to make sure that the fur there was properly clean. Totally not because it was soft, pillowy, huge, and practically begging for it.

“Careful there, Twilight,” Rainbow said with a moan and a chuckle, “I may think you’re trying to take advantage of me.”

“Oh, shush you,” Twilight replied as her horn lit up again, directing the nozzles away from them and bringing her a bottle of shampoo. She pursed her lips as she looked at her generic bottle of three-in-one mane, coat, and tail shampoo. Maybe she should go to Rarity and properly stock her shower. She was a princess after all, and with this new body, she should start looking the part too.

She squirted a line of shampoo onto Rainbow’s back, squeezed a dollop onto her hoof, and began to lather up Rainbow. The pegasus’ fur rapidly turned into a sudsy mass, Twilight’s skilled hooves going easily about their task. Twilight took her time with this, enjoying every moment, making sure every inch of Rainbow was properly scrubbed.

Twilight was almost disappointed when it was time to rinse Rainbow, having enjoyed the task of washing her pegasus. But all good things must come to an end at least for now, and soon enough Rainbow was completely free of suds.

“Rainbow,” Twilight said, “You’re done. I think it’s time to go get some breakfast.”

A soft snore was her only reply.

Twilight gave the sleeping pegasus on her chest a flat stare. The things she did for friends, or lovers in this case.

*****

Twilight watched Rainbow as she flew into the distance, swiftly turning into a cyan speck before she disappeared from her sight entirely. Twilight let out a sigh and turned around, her magic pulling the door to her castle shut behind her. Already the castle seemed depressingly empty without Rainbow to keep her company.

“Oh don’t worry, Twilight, we’ll fill this place up soon enough,” Molly said.

It took a few moments, but with a start Twilight eventually realized that Molly wasn’t speaking from inside her head. She jumped slightly when a large white wing wrapped around her, pulling her towards a warm body.

Twilight turned her head to see a fully corporeal Molly, complete with seductive smirk. But despite the fact that Twilight was now the same size as the spirit, she still felt so much smaller than her. Molly just projected an aura of dominance in the same way that Celestia projected a motherly one.

“Relax, Twilight,” Molly said, “I haven’t gone anywhere. When we’re alone I can project myself. It would be much too boring for me to stay cooped up inside your head.”

Twilight felt a rush of relaxation spread through her body, and found herself nodding into Molly’s chest.

“I could imagine my head would be quite boring,” Twilight chuckled.

“On the contrary, my dear Twilight,” Molly cooed, “You have all sorts of delightful little fantasies buried in there. I’ve been having a fun time going through them.”

Twilight felt herself blush, burying her face deeper into Molly’s neck in a desperate attempt to hide her embarrassment. She had no idea what fantasies Molly was talking about, but she did have some more interesting ones over the years.

“And I have to say,” Molly shot Twilight a predatory smirk, “there are some that I would love to help you fulfill.”

Twilight’s face was almost completely red by this point, causing Molly to let out a hearty laugh as the embarrassed alicorn tried to hide herself away.

“My poor little Twilight, don’t be so embarrassed,” Molly cooed. “Fantasies are something to be embraced, not hidden away.”

Molly leaned down and gave Twilight a small kiss just below her horn,

“Come, let’s cuddle. We have a few things to talk about.”

Twilight pulled her head away from Molly’s neck, suddenly realizing that she was back upstairs in her bedroom. She blinked a few times as she tried to figure out how she got up here without noticing it, but Molly could probably pull off something like that without even trying. She didn’t resist as Molly gently guided her onto the bed, settling onto her side as Molly joined her. Molly gave her a gentle smile as the two intertwined themselves with each other, legs and wings forming a tangled web of appendages. A short while later Twilight gave a contented sigh as she was happily wrapped up in Molly’s wings once again.

“I’m proud of what you did last night, Twilight,” Molly said, giving Twilight a proud smile, “you’ve started on your way to becoming a proper mistress, and you are helping Rainbow to explore a new part of herself. That’s all that I could ask of you.”

Twilight’s brow furrowed as she thought back to last night.

“What if Rainbow gets mad at me? For taking advantage of her?”

Molly shook her head, giving Twilight a reprimanding look.

“No, never think that. It would be worse if somepony who didn’t care about her forced out her submissive side and took advantage of her. With you, she can live out and explore her fantasies in a safe, and dare I say loving environment.”

A blush spread across Twilight’s cheeks, causing Molly to let out a small chuckle.

“I… I love all my friends,” Twilight eventually said, “and I want to share this new part of me with all of them.” She paused. “Do you think Dash is going to be disappointed? That I’m going to have other lovers?”

“No, Twilight, in fact I’d think she would encourage it.”

“How do you know that?” Twilight asked, a small tone of worry in her voice.

Molly leaned back, biting her bottom lip in thought.

“Well, in much the same way Luna has power over dreams, when I was created I received power over sexual fantasies.”

Twilight's brow furrowed in confusion.

“Does that mean you can force them on ponies? Make them enjoy something they normally wouldn’t.”

Molly sighed, giving Twilight a serious look.

“In the interest of being honest: yes I can. But I never would. When you faced Nightmare Moon, she had the ability to drive you insane by showing you your greatest fears, but at her heart she was still Luna. And the only other pony who loves ponykind as much as she does is Celestia.”

“But, Nightmare Moon was Luna possessed. You are an entirely separate being from Celestia, so whats stopping you?”

A pained look spread across Molly’s face.

“When Celestia first… ‘created’ me, nothing was. I got ahold of some guard recruits and… had my way with them. Luckily I was stopped before I could cause them permanent damage. Celestia was faced with a choice, allow me to rejoin with her or to try something different. You see, at that point I really was nothing more than a caricature of sexual perversion, there was no part of me to hold me back. But still, my separation from Celestia was necessary, so Celestia severed a part of her own soul and put it into me.”

Twilight couldn’t stop a gasp of surprise from escaping her mouth. The act of severing a soul was a hotly debated topic for centuries, continuing even to this day. The soul was the core of the pony, the very essence of their existence. Some said severing it was tantamount to murder. But there have been studies that showed when two ponies shared enough of an emotional connection, there souls naturally intertwined. Like Cadance and her brother for instance. Maybe it was something like that?

“Now that I had a core of Celestia’s being in me, I was able to control my urges. Becoming what I am today.” Molly leaned in and planted a kiss on Twilight’s lips that left her hooves curled. “Including a particularly strong soft spot for you, Twilight Sparkle.”

Thier kiss continued for a long time, both of them merely content to lay there and lazily intertwine their lips together. Thier hooves moved idly up and down each other’s bodies, gently fondling each other. Eventually, Twilight broke the kiss, pulling back to look Molly in the eyes.

“So why didn’t Celestia have you rejoin with her after Luna came back? Or even after the Nightmare War ended?”

Molly twisted her head in thought.

“It’s a bit complicated to explain, but let me try.” She cleared her throat. “By the time the war ended, we simply weren’t compatible anymore. When Celestia created me, she literally removed her dominant side. So, when you remove the competition, the sole remaining thing flourishes. This is what happened with Celestia’s submissive side. The combination of that, and the fact that her soul had regrown enough, meant that the fragment I had couldn’t fit back in, which made rejoining with her impossible. So, in much the same way a pony would keep a diary or journal, Celestia would come and update me with all her memories, thoughts and opinions. I still remember the day she first told me about full body latex suits! Those are positively wondrous, so of course I had to put Celestia in one and...”

Molly shook her head, trying to focus herself back on topic.

“So imagine they day she first came to me with memories of you. A filly destined for greatness, and cute as a button on top of it.” Twilight blushed as Molly chuckled at the memory. “In much the same way Celestia did, I watched you grow into a fine young mare whose accomplishments will be immortalized for centuries to come. I’ve watched you grow from a young, introverted pony into who you are today, and like Celestia, I couldn’t be more proud of you.

“And with your ascension, came a rare opportunity. It meant that for a small window of time afterwards, your soul would be growing, making it malleable. It could join with a foreign fragment to form something entirely new. So, once she had the chance, Celestia slipped away and removed all the wards and protections from my chambers, which was why it was so easy to find me.”

Twilight’s eyes shot open in realization. Celestia had set this up!

“So Celestia wanted me to join with you!? To become this!?”

Molly nodded her head,

“Yes, she asked me to teach you how to properly use all your new powers, and when you’re ready she’ll come and give you a ‘final exam’. The ultimate reverse bad-teacher fantasy, one that has been cooking in her head since she first caught you masturbating to the guard recruits.”

Twilight’s eyes opened wide as a strangled exclamation was forced out of her. The alicorn’s face rapidly turned to the same shade of red as Big Mac’s coat and then some as her mind raced with the revelation. Molly’s brow furrowed.

“Oh, I don’t think I was supposed to tell you that bit…”

“It was one time!” Twilight yelped. “They were all standing there, all sweaty and glistening and musky…” her voice trailed off as a strand of drool slipped from her mouth.

Molly giggled as she wiped Twilight’s mouth with a hoof,

“Yes, and I’m sure that ‘one time’ thing didn’t turn into a tri-weekly event.”

Twilight let out another meep as she buried her face again in Molly’s chest in an attempt to hide her embarrassment, the memory of those acts flooding her mind.

“Oh, Twilight, you certainly are adorable. But if it’s any consolation, Celestia also thinks the guards look particularly ‘delicious’ during summer training.”

Twilight couldn’t do anything but nod her agreement, her face still deep in Molly’s neck.

“So,” Molly continued, “let's move on. Let’s discuss some other things that will be different. Now, I’m sure you’ve already noticed by now that when you are around me you feel more submissive, relaxed, more open, and have this powerful desire to serve me, correct?”

Twilight nodded.

“Yes, well that is a passive ability that you will slowly find yourself replicating. Already you have a weaker version of it which I’m sure Rainbow experienced last night. No doubt that it lead Rainbow to finally allow her submissive side free. In time, you will have more control over it and learn to focus it on certain ponies, but for now it will affect everypony near you.”

Twilight’s brow furrowed.

“I don’t know if I like the sound of that.”

Molly rolled her eyes. “Oh don’t worry Twilight. It’s not like you’re going to turn everypony in Ponyville into your own personal sex slave. You’ll just find them a bit more… amicable… and worshipful… and you may have a couple more ponies thinking of you as they clop, but what's the harm in that? If anything it’s a compliment.”

Twilight gave Molly a flat stare.

“Oh relax, if anything goes wrong I’ll be there to help you. You have nothing to worry about, I’ll be there with you every step of the way.”

Twilight nodded her head as she tucked her head under Molly’s chin once again.There was something in Molly’s tone that just made Twilight believe her, assuaging her fears and stoking her trust.

“See?” Molly said, giving Twilight a gentle smile as she stroked her mane, “It does have its uses,” she paused before continuing, “I also need your permission to spruce this place up a bit.”

“What do you mean?” Twilight asked.

“Well, when Celestia last visited she placed a delayed mass teleportation spell connecting my chambers and yours. With your permission, I can activate it and essentially switch our rooms. This room is cute, don’t get me wrong, but I don’t think it's really conducive to our lesson plan.”

“But what if a pony just comes into my room? I don’t want them walking into a sex dungeon,” Twilight responded.

“Just let me worry about the details, Twilight,” Molly responded, “Once I’m done, everything will be perfect. It won’t be difficult for me to make it so you can choose which room to display, so you can have the best of both worlds.”

Twilight thought about it for a second before nodding her head, it was a win-win situation. And the thought of using some of the things she saw in Molly’s chamber on Dash was too great an opportunity to miss.

“Now Twilight,” Molly said, a dangerous glint appearing in her eyes, “Why don’t we begin your lessons by fulfilling one of your oldest fantasies.”

Twilight cocked her head back trying to figure out what Molly was talking about. She was about to respond when Molly placed a hoof on her lips, silencing her. She didn’t resist as Molly gently guided her over to her back, spreading out her hind legs as Molly worked her way in between them.

“I’ve always loved this bit of magic,” Molly said, “Fleshcrafting has so many uses once you learn how to apply it.”

With a smile on her face she lifted a hoof upwards, surrounding it in a golden glow as her horn lit up. Before Twilight could react she plunged her hoof downwards, impacting Twilight directly above her slit. With a gasp, Twilight moaned as a pulse of warmth spread through her, her crotch tingling in a most exotic way as she felt Molly’s magic go to work. Finally, Molly let out a triumphant grin as she pulled her hoof out, a blob of flesh following it. Twilight let out a loud moan as her bulging flesh quickly formed into a slightly above average sized cock, complete with a matching set of scrotum and testes. Twilight’s mind ground to a halt as she looked at the new addition to her crotch, a smiling Molly hovering over it.

All in all, the cock wasn’t anything spectacular. It was about average size, average thickness, and was a deep black in color. There were veins pulsing along its length, and already it had begun to swell into hardness. But it was the sheer presence of the fact that she, Twilight Sparkle, Princess of Friendship, had a dick between her legs, that really sent her thoughts into a spiral.

Still smiling, Molestia leaned down and planted a small kiss directly on the hardening head, causing Twilight to gasp as a rush of warmth and arousal spread through her body. Twilight could feel a small moan escape from her as the new sensations of a hardening member assaulted her. The sheer unfamiliarity amplifying them tenfold.

“I’m not going to give you any hints here, Twilight. You should enjoy figuring this out for yourself for the first time,” and with a final wink, Molly disappeared, leaving Twilight alone.

It took a few seconds, but eventually Twilight gathered the confidence to reach down with a hoof. She let out a loud gasp when her hoof touched her new dick, the sensitive flesh hardening even more under her gentle touch. It wasn’t the first time Twilight had held a dick, she had experienced a couple sexual encounters during her school years, but all had ended in disappointment and dissatisfaction. But it had resulted in Twilight receiving a rudimentary idea of how to please a stallion. It was with this that she began to idly stroke herself, moaning as her dick finally hardened to its fullest extent.

Twilight stared with rapt fascination as she pumped her hoof up and down, her mind beginning to fog up as the new sensations poured into her. A loud moan erupted from her mouth as she started to pick up her pace, earning a spurt of precum from her member. The thick fluid ran down the length of her dick, lubricating her hoof.

This feels amazing! no wonder stallions play with themselves all the time Twilight thought to herself as she reached down with her other hoof, cupping her balls with her free hoof as she started to get a hang of the motion with her other. No wonder Shiny did this so much! its an amazing feeling!

Twilight grinned as she started to pump her hips in time with her hoof, figuring out how to get the maximum amount of pleasure with each stroke. Already a steady stream of pre was running down from her flared head, creating more than enough lubrication for her hoof as the excess quickly matted down her fur.

But still, it wasn’t enough Twilight quickly looked down at her cock in dissatisfaction. Her hoof was simply too large in proportion to her dick! Her lips pursed as she fondled her balls, noting with supreme disappointment that they didn’t have the heft and weight that Twilight desired.

Her brow furrowed in thought as she remembered how Molly’s magic felt. And after a couple seconds let out a bark of triumph as she felt the familiar tingle of fleshcrafting surround her dick and balls. Now, Twilight knew that the common pony risked a lot when trying out new magic on themselves, but she was Twilight Sparkle, Element of Magic. And she was horny as fuck! No way that a stupid spell was going to get in the way of her and an amazing orgasm.

Twilight was unable to stop a smirk from growing on her face as she molded her dick outwards. Quickly turning it from above average to record breaking. It was now longer than the majority of her foreleg, and almost as thick as it, and the flared head was pulsing with new life. She made sure her balls were proportional, tripling their size as her other hoof gently pulled on them. Her horn died down as she started to stroke her member again.

Twilight suddenly felt her lower body clench, her dick twitching in her hooves as a large spurts of precum jetted out. It impacted wetly against her face, a fair amount of it landing in her open mouth as the rest painted her chin. She gave a throaty moan as the thick, musky taste washed over her taste buds. A second and third spurt shot up, but didn’t have the power of the first, both either landing on Twilight's chest, or hoof.

Smirking, Twilight moved the hoof that was cupping her balls to her chest and began to idly swirl the pre into her fur. The thick, heady scent was already filling the air, a primal part of Twilight’s brain quickly becoming overwhelmed. She was helpless to do anything but moan as she brought her hoof to her mouth and licked the fluid off of it.

Soft schlicking noises sounded from her crotch as her hoof kept stroking her cock, the pillar of flesh pulsing and twitching as pleasure coursed through her body. She brought the hoof on her chest down to her member and began to use both of her hooves to pump it. Almost desperate to milk some more pre from it.

Soon enough she felt her length pulse as another jet of pre erupted into her face, opening her mouth as wide as possible in order to catch it all. Twilight moaned as the fluid coated her mouth, swallowing thickly in order to make room for more. A few more jets spurted out, covering her chest and hooves in a fresh layer, but still Twilight moaned in disappointment. The majority of it wound up on her rather than in her.

She pursed her lips, if she just made her dick bigger, and made the jets of precum stronger, than all her problems would be solved. Her horn lit up again, and she went back to work on her cock and balls. Her dick quickly became long enough so the head was only a few inches from Twilight’s mouth, becoming thicker and thicker to match it’s growing length . Her balls swelled to the size of apples, hanging low and heavy with pent up seed.

Twilight wrapped both of her hooves around her member and began to eagerly stroke it up and down. Her eyes screwing shut as the sensations coursed through her once again. She could feel her heartbeat through her dick, the thick veins along it pulsing threateningly. She started pumping it harder and faster, gasping as she felt her lower body clench. The head of her member flared angrily, and a veritable flood of precum erupted from her urethra.

She gasped as the stream of precum impacted her face, completely covering it before she managed to open her mouth to catch the rest. Her mouth was quickly filled to capacity, the excess spilling out over her chest in a waterfall of sex. But it wasn’t over, the next spurt quickly followed, wringing a lascivious moan from Twilight’s mouth as she felt it cover her.

Her hooves were still moving along her length, milking it for all she was worth as she felt her insides begin to tingle. Her balls felt like they were swimming in cum, all but begging to be released. Twilight groaned out loud with sheer ecstasy, the sensations quickly taking over her entire existence.

Twilight swallowed the last of the precum in her mouth, the thick fluid coating her throat on the way down. She opened her mouth in anticipation of the next rope, but to her disappointment nothing came. Her eyes opened blearily, the mare half delirious from lust. Her gaze was immediately locked to the shining head, covered in more of that delectable substance. It took her a few seconds, but eventually a grin split Twilight’s features. She shifted her position a little bit and opened her mouth, extending her tongue outwards.

She leaned forward, and trailed a single long lick along the side of her dickhead. Immediately she let out a groan as the combined feeling of her tongue on her member coursed through her. Twilight didn’t know which she liked more, the feeling of licking a cock, or her cock getting licked. All she knew, was that she wanted more, a lot more.

Twilight began to eagerly lick every part of her member that she could, cleaning it of all the sexual fluids she could. Her hooves kept up their stroking, now so lubed up that that drops of lube were flying from them with every pump. She began to hump her hips upwards, trying to feed more of her length into her mouth.

She idly wondered if her brother could maneuver himself so that he could suck himself off. It would take some work, but she knew that he was definitely well endowed, and was surprisingly flexible for a stallion. A loud groan escaped her as she realized that she was fantasizing about her brother, the sheer naughtiness of the action spurring her onwards.

Twilight wanted to fit her cock in her mouth, just like her brother would have, but she lacked the knowledge of how to accomplish such a feat. Luckily she had a trump card. Her horn lit up once again, and her dick expanded to an even more ludicrous degree. Twilight watched as the head of her member extended over her face, becoming a very noticeable weight on her chest. A steady stream of precum was dripping down from it, splashing thickly against her face. Her balls swelled again to the size of grapefruits, pushing her hind legs outwards by the time they finished.

Extending her neck upwards, Twilight brought herself so that her cockhead was poking at her lips, the thick, musky scent of it filling her nostrils. She opened her mouth, having to open far, far wider than she thought she would have needed to. It took her a while, but eventually Twilight managed to pop the head of her length into her mouth. Her resulting moan was easily stifled.

The heat of her own mouth was heavenly, surrounding her dick head in a damp prison that she never wanted to leave. She ran her tongue along the bottom of her length, moaning as the lithe muscle coaxed a small spurt of precum out of her. She humped her hips upward, her head swimming as more of her cock was forced into her mouth. Once again she didn’t know if she liked sucking her cock or having her cock sucked more, but both of them were pure ecstasy. She ran her tongue along every inch of her member she could reach, desperately trying to get as much of her own taste as possible.

Twilight slowly started to pump her cock in and out of her mouth, moaning continuously her mouth was filled again and again. Drool and precum drip down from Twilight’s mouth and all over her chest, there was far too much of it for her to swallow. Her eyes roll back in her head as the sheer bliss of the act overwhelmed her. The steady, squelching pumping of her dick entering her mouth was sounding loudly though her room, the sound only adding to the torrent of pleasure coursing through Twilight. Her hooves either stroked what part of her cock that wasn’t in her mouth or fondled her heavy balls. She could feel the massive amount of cum in her balls, the sheer heft of them was awe-inspiring.

With a particularly strong pump, Twilight practically screamed as the head of her cock entered her throat, the vibrations only sending an even stronger pulse of pleasure through her. She moved faster, popping her head back and forth in a brutal motion as she sucked herself off. Twilight gave a particularly strong suck, her cheeks hollowing as she tightened her lips around her length. She moaned continuously at this point, sending vibrations through her cock as she begged herself to finally cum. She could feel the orgasm building up, a coil of pure bliss twisting deep inside her, just waiting to be released.

She had no idea how long she pumped herself like that. The feeling of her cock buried in her throat too powerful to tear her mind away from. She could feel her muscles rippling along her length, almost as if they were milking her for her cum. A steady stream of precum was flowing from her cock, and Twilight felt it running down her throat to pool in her gut. Finally, Twilight felt her cockhead expand, sealing itself completely in her mouth as her orgasm finally hit her. Her balls visibly tightened against her crotch as they released their pent up load.

Semen flew from her urethra almost immediately. Easily filling her mouth as Twilight desperately swallowed the the thick liquid down. She was helpless to do anything but moan as the salty fluid overwhelmed her senses, her entire existence becoming little more that a storm of sensation. The thick ropes of cum easily overpowered Twilight’s mouth and started jetting directly down her throat, filling her stomach with her load.

The fact that this was her first male orgasm made it even bigger, and immediately after the first rope of cum ended the second erupted from her cock. Twilight’s eyes rolled completely back in her head as she instinctively tongued her convulsing shaft, easily able to make out the pulses of jizz moving through it. She let out a loud gurgle as she felt her stomach begin to bloat from the sheer size of her load, each pulse of cum visibly pushing it out even more. She quickly found her stomach swelled to an obscene degree, jiggling with every small movement.

Eventually, her body was filled to capacity, and after a particularly strong jet of semen the pressure built up enough for Twilight’s cock to finally pop out of her mouth mid-stream. The remainder of the rope of cum impacted Twilight's face with almost enough force to sting. Within a split second her entire face was covered in a layer of spunk, and quickly after that her chest was buried under the backsplash.

Freed from the confines of her mouth, her cock stood tall as she humped her hips lewdly upwards in time with eruptions of semen. Cum sprayed from her body as what seemed like every ounce of fluid she had spurted from her. The orgasm became her entire existence, seeming to last an eternity as the only feeling she felt was the thick ropes of cum exploding from her. Her mind dimly processed the feeling of her body being covered with semen as it rained back down on her, her purple fur quickly turning white under the onslaught.

Eventually, her orgasm died down, leaving the alicorn in a pool of her own semen as her chest heaved heavily. The alicorn’s entire body was drenched in cum, her stomach was bloated obscenely, and her eyes were sealed shut. Her massive cock flopped limply over her chest, still pulsing as the last strands of cum were pumped out of it. Still, Twilight weakly extended her tongue and began to lick the cum off her lips, moaning as the fresh supply renewed the taste in her mouth. Her hoof drifted down to her crotch, and she realized her marehood had squirted its own share of fluids, her juices having been blocked by her hanging balls.

“My oh my.” Molly suddenly said from the bedside. “how did I know that this would happen?”

Twilight was too wiped out to respond, merely settling for turning her head and doing her best to glare at the spirit though sex-covered eyes.

Molly giggled,

“I think I’ll let you stay like that for a while, so you learn the importance of self-control. But I do have to give you credit, not many ponies would be able to fleshcraft that well even with years of practice, and you did it only after seeing me do it once” she extended her hoof and wiped a long strand of cum from Twilight’s bloated stomach before licking it clean with her hoof, "You certainly are delicious. Maybe I’ll give you a nice tongue-bath later as a reward.”

Twilight couldn’t do anything but weakly nod her head as she drifted off to an exhausted sleep, wondering how amazing it must feel to use her dick on another pony.

Author's Note

Hey everyone, I hope you enjoyed this chapter. I think it should answer most of your questions about Molly, but if theres anything else either ask in a comment or send me a PM. Moving on, the clop scene was a fun one to write as it was my first masturbation and futa scene, also kinda growth now that I think about it. Either way, I hope it was as sexy for you as it was for me.

I'll get to work on the next chapter of this when I can, but I don't know when that will be. That being said, seeing you guys comment and give me your opinions does help me get inspired to get off my ass and get writing.

Next Chapter: Twilight and Rainbow go eat lunch and find out that Pinkie likes extra cream in her stuffing.

Thats it for now,
Gold4tune out, pce /)

Two Ponies, Extra Glazing Please?

Twilight leaned into Molly as the white alicorn gently washed her fur. After her… exploratory exercise in male anatomy, Twilight had slept away the remainder of the morning, until she was gently woken up by Molly so she wouldn’t miss her lunch date with Rainbow. Molly had taken the liberty to magically clean away what evidence she could of Twilight’s orgasm, but the younger alicorn still required a shower to get rid of the rest of the mess stuck in her fur. So here they were: Twilight happily sitting in Molly’s lap, chest to chest, as the larger alicorn washed her. Molly’s practiced hooves quickly reducing Twilight to mush in the same way Rainbow did a few hours prior.

“I have to say, Twilight, I’m still impressed of the extent you mastered fleshcrafting in such a short time,” Molly said.

“Well, I do have a good teacher,” Twilight replied.

“Oh shush,” Molly giggled, “You and I both know that I did little more than a demonstration. It was your own skill that allowed to have such… explosive results.”

Twilight felt a blush creep onto her cheeks as she ran through the memory in her head. She hadn’t meant to grow her dick to the extent that she did, but she just lost herself in the moment. She had no idea that having a cock would feel as good as it did, and she didn’t even properly stimulate her marehood. A full body shudder coursed through her as a fantasy formed in her mind.

Suddenly, a smiling Molly popped into her head. “There will be time for that later, Twilight,” she chuckled. “Right now, you have a lunch date to get to. I don’t want you to pounce on Rainbow the second she walks in.”

Twilight blushed further and buried her head in Molly’s neck, trying to hide herself from her own embarrassment.

Molly rolled her eyes and patted Twilight’s back. “Which brings me to my next point and first lesson. Well, second if you count fleshcrafting: Self-control; more specifically, your lack of it.”

Twilight’s brow furrowed as she leaned back. “I don’t have any self-control?”

Molly gave Twilight a flat stare.

“Alright, maybe when I get stressed out… or excited… or horny…” Twilight paused. “Okay, I see your point.”

Molly chuckled and gave Twilight an affectionate nuzzle.

“Not that there is anything wrong with that. I’m sure a lot of ponies would be in the same position you are if they suddenly acquired the powers of a goddess. Nonetheless, as a proper mistress you have to be in total control of yourself. It is fine to lose yourself in the moment every now and then, but it most certainly shouldn’t happen all the time, only when you want it to happen.”

Twilight nodded her head.“I guess that makes sense,” Twilight replied. “But how are you going to teach me that? I think I can find a few books in the librar-”

She was cut off when Molly put a hoof on her mouth, a smile on her lips.

“Books won’t help you too much here, but don’t worry, I know what I’m doing.”

There was a brief spark of panic in Twilight’s eyes at the mention of books not being helpful, but she quickly suppressed it. Smiling, Molly leaned forward and planted a kiss on Twilight’s lips, quickly slipping her tongue into Twilight’s mouth. The younger alicorn immediately let out a sensual moan, submissively allowing Molly’s tongue free-reign over her own.

After a few moments Molly pulled back.

“I prefer to use a reward system, like Celestia’s gold star stickers,” she booped Twilight on the nose. “Now, let’s finish this up. You have a date to get to.”

*****

A short while later, after a quick drying session that seemed to serve only as an excuse for Molly to feel Twilight up, Twilight was standing at the entrance to her castle. She was staring at the door handle, realizing that this was going to be her first time in town with her new body. Twilight felt a comforting wing wrap around her, surrounding herself in a cocoon of warmth and encouragement.

“No need to worry, Twilight. They already love you, now they’ll worship you instead.”

Twilight shot Molly a flat stare which she merely laughed off.

“Now go, Rainbow awaits.”

And with a final encouraging smile, she pulled her wing from Twilight and disappeared.

Rolling her eyes, Twilight took a final breath and pulled the door open.

It was a nice spring day outside: not too hot, not too cold, low humidity, and it seemed as if all of Ponyville was out in the streets. The laughter of foals floated through the air, complimenting the steady chatter of adults as they went about their business. The field in front of Twilight’s castle had apparently turned into an impromptu park of sorts, because more than one group of ponies were having a picnic on her lawn. Her appearance went unnoticed at first, but as soon as one pony saw her it seemed to spread through the crowd like wildfire.

Twilight could feel a small measure of panic forming in her gut as at least forty pairs of eyes turned towards her, but quickly remembered Molly’s words. ‘Self-control’. She closed her eyes took a deep breath, and almost immediately she felt the panic dissipate.

Opening her eyes, she gave the crowd a confident stare before shifting her visage into something else. She tried a mixture of Celestia’s serene, motherly look combined with Rainbow’s confident smirk and Rarity’s sultry gaze. It appeared to have the desired effect, because more than a few adults had reddened faces as they looked at her. She took a step forward, once again blending Celestia, Rainbow, and Rarity’s styles into something that caused several ponies’ jaws to drop.

Literally in the case of Thunderlane, who swiftly received an angry wing slap and glares from both Flitter and Cloudchaser. The stallion blushed sheepishly, giving the two of them an apologetic look while trying to keep an eye on Twilight. The fact that Rumble had a similar look on his face went entirely unnoticed.

Twilight slowly made her way through the crowd. Keeping a steady pace as she politely greeted each pony near her. Inside, she was positively beaming! She was being sexy! In public! And it was fun!

No wonder Rarity enjoys this so much, Twilight thought to herself.

Her ruminations were interrupted by a small body stepping in front of her. Her eyes swiftly refocusing on the pinto colt.

“Good afternoon, Princess Twilight!” Pipsqueak said, grinning adorably at her.

Caught off guard, it took Twilight a second before she leaned down and returned the colt’s smile.

“Well, good afternoon to you too, Pipsqueak,” Twilight replied.

Twilight was momentarily confused as the colt’s eyes seemed to go as wide as saucers before he tore his gaze away. He nervously shuffled his hooves around as he looked at the ground, his mane shielding his face from Twilight.

“Is something wrong?” Twilight asked, her voice filled with concern

Pipsqueak looked back up at her, his mouth opening and closing a few times as he struggled to properly form words.

“I think you’re looking very pretty today!” he eventually shouted out, loud enough for almost the entire park to hear him.

Twilight pulled back slightly, startled by his outburst. Quickly, however, she recovered.

“Thank you, Pipsqueak. It means a lot to me to hear you say that,” she replied.

Pipsqueak beamed up at her, elated that his compliment had been accepted.

“Not a problem, Princess! My dad always says to give a mare a compliment whenever I can!”

“Thats good advice. Be sure to keep following it,” Twilight said as she gave him a broad smile. After a moment of thought, she bent down and planted a chaste kiss on the top of the colt’s head, immediately causing a fresh blush to erupt across Pipsqueaks’ face. “Have a good day, Pip.”

The colt’s face was so red by this point that it was a wonder steam wasn’t coming out of his ears.

You know you just gave that colt bragging rights for years, correct? Molly said.

Twilight watched as the colt ran to Rumble, obviously a friend of his, and received a congratulatory hoofbump before he led the blushing pegasus away. Rolling her eyes at their antics, Twilight re-postured herself before continuing her way down the road, entirely conscious of the eyes watching her as she did so.

****

It wasn’t a terribly long walk to Sugar Cube Corner, and the fact that it was a rather pleasant day made it seem even quicker. Of course, the various ponies either staring at her or the few that managed to work up the courage to talk to her didn’t make it any worse. It took Twilight a quick moment to reorient herself as she made it to the now much smaller entrance, even having to lower her horn a tad so she didn’t clip the doorframe.

She was helpless but to let out a low moan of content as the sugary air filled her nostrils when she stepped into the bakery. There was a reason why Pinkie always seemed to carry the smell of freshly baked cakes and diabetes-inducing sweats. Not to mention where she got her endless supply of energy from.

“Twilight!” Rainbow’s voice pierced the air. “Over here!”

Unable to keep a smile off her face, Twilight turned to see her lover sitting in a corner booth, enthusiastically waving her down. She had already ordered her food, a half eaten sandwich was sitting in front of her.

“Eating already?” Twilight asked as she sat down across from Rainbow in the booth, a teasing look on her face.

Rainbow blushed slightly as she looked at her plate. “Well, I kinda did it out of habit… But I stopped when I remembered you were coming!”

Twilight giggled at Rainbow’s efforts to appease her, waving the pegasus off with a hoof.

“Relax Rainbow, I don’t mind. It’s not like this is a date or anything.”

Rainbow’s eyes opened wide at Twilight’s choice in words before a roaring blush invaded her features. Her mouth opening and closing a few times as she looked embarrassedly down at the table. It took a few seconds, but Twilight quickly matched Rainbow’s expression. The two of them sat their for a few moments, both too nervous to make conversation, and both of them sneaking glances at the other.

However, in the same vein that there's smoke before fire, there's awkward before Pinkie Pie, and the residential party pony quickly made her presence known.

“Heya, Twilight!” Pinkie shouted as Twilight quickly found herself being almost strangled to death with a hug by the excitable pony, her face buried in a veritable sea of pink. Pinkie pulled back enough to let Twilight breathe, but still didn’t release her from the hug.

“Wow, Twilight, did you eat some yeast last night? Because your buns certainly rose!” Upon finishing her sentence Pinkie released the alicorn, but quickly began poking and prodding her instead, with absolutely no regard for personal space.

“Pinkie!” Twilight exclaimed, trying to keep the party pony’s hooves away from some more… intimate areas. But nonetheless Pinkie’s hooves soon found their mark, and Twilight yelped as she found her plot being probed, directly on her cutie mark.

“Wow! You must have had a lot of cream stuffings to get this big!” She gave Twilight a serious stare. “Could use a serious glazing, though.”

“Pinkie!” Twilight shouted again, her mouth open in shock at what her friend was saying.

“What?” Pinkie asked, appearing genuinely confused.

It started with a giggle, but quickly cascaded into gales of laughter as Rainbow suddenly lost her self control. The pegasus slammed her hoof on the table as Pinkie and Twilight turned to her, quickly trying to regain herself. However, when Rainbow caught sight of Twilight’s blushing face, a fresh round of laughter broke free.

Twilight sighed exasperatedly, facehoofing as the last of Rainbow’s chuckled faded away.

“Sorry, Twilight,” Rainbow said, her voice slightly hoarse, “but Pinkie got you good there.”

Next to Twilight, Pinkie nodded her head with a beaming smile.

“Uh-huh!”

Sighing once again, Twilight couldn’t do anything but roll her eyes at her friends antics. Humor was just Pinkie’s way of dealing with new situations, so this really wasn’t anything new.

“Now that that's out of your system Pinkie, do you think I could get something to eat?”

The party pony looked Twilight up and down a few times, a surprisingly serious look on her face before she turned to Dash. Her nostrils flaring as she studied the two of them. A knowing smirk spread across her face.

“Sure, why don’t you two just come to the kitchen? I’ll whip you up something nice and quick!” She turned to Dash. “You too, I’m sure you’re still hungry.”

Twilight cocked her head. While the words were innocent enough, Twilight couldn’t help but feel a hidden invitation.

That’s because it is one, Molly said, and a rather forward one at that.

Well, there really wasn’t a reason to say no was there?

“That sounds delightful Pinkie. Lead the way.”

For the first time, Twilight looked at her childish friend in a new light. One that she would have never even connected to her before.

Pinkie was by far the chubbiest of her friends, not really a big surprise, but it was distributed in such a way that accentuated her curves rather than dilute them. Of course, Twilight’s eyes were drawn to Pinkie’s plot, which was larger than even Rainbow’s enhanced one, the swell of her cheeks all but screaming their existence. Her crystal blue eyes were so large and expressive that Twilight could lose herself in them, filled with such raw happiness that Twilight couldn’t help but feel a sense of awe for.

She was the epitome of the ‘girl next door’ look, definitely not having the raw beauty of Rarity and Fluttershy, or herself for that matter. But nonetheless she was undeniably attractive, possessing an unmatched air of approachability and friendliness. And now, she was extending an invitation to expand their friendship into something more… intimate. Slowly, a grin spread across Twilight’s face.

“Okie-dokie!” Pinkie replied before turning around and bouncing away, her plot heaving up and down with the motion. Twilight’s jaw couldn’t help but drop as she stared at the bouncing flesh. How she failed to notice it before was beyond her, the jiggling flesh all but demanding her attention. That was a plot she wouldn’t mind burying her face in.

“Finally noticed it huh?” Dash commented.

“Huh?” Twilight responded, having to tear her gaze away from Pinkie’s plot.

“Pinkie’s plot ,Twilight. It's practically a legend in Ponyville.” Rainbow smirked. “Well, I guess ours are on that list now as well.”

Twilight chuckled.

“I guess I have been a bit oblivious.”

“Just a bit?”

Twilight gave Rainbow a flat stare, causing the pegasus to chuckle.

“Alright, I’ll stop teasing, but let’s not keep Pinkie waiting.”

Nodding her head, Twilight stood up, quickly followed by Rainbow who picked her plate up as well, and followed their bouncing friend.

****

A short while later, Twilight was chewing her sandwich slowly as she stared at Pinkie Pie. Her friend had lead her and Dash to the kitchen and quickly placed a sizable meal on Twilight’s plate, even considering her new size. But since Pinkie had served the food she had done nothing to indicate her invitation was anything but an innocent one. She just kept going about her baking tasks ,whipping up new batches of dough and frosting. They were sitting at the Cake’s dining table; a rather sizable piece of furniture

“So… uhhh.... Twilight,” Dash began. “I managed to work it so that I have tomorrow off, which means I can spend the night at your place again,” she fidgeted in her seat slightly as a blush rose to her cheeks. “If you want me to, that is.”

Twilight switched her gaze to Rainbow, unable to keep a smile off her face.

“That sounds great, Dash! I’ll be sure to have everything ready for you.”

“You don’t have to do so much for me,” Dash said a bit hesitantly.

Twilight rolled her eyes and placed a hoof on one of Dash’s.

“Well I’m going to. Just be sure to be there as soon as you can after work. You can use my shower if you want.”

Dash visibly brightened as one of her rare genuine smiles spread across her face.

“Thanks, Twi.”

“Planning a party!?” Pinkie suddenly gasped. “Without me!?”

“This is a private party, Pinkie,” Twilight responded. “But the next one may be different.”

Despite the rejection, Pinkie still had a broad smile on her face.

“Don’t worry, Twilight, but who's to say you can’t have any fun during the pre-party?”

Once again Pinkie’s invitational tone was back, hidden under her air of innocence. Twilight cocked her head as Pinkie turned back to her baking, thinking of what to do.

“Do you trust me, Dash?” Twilight asked turning to her pegasus friend.

A confused look spread across Rainbow’s face, but nonetheless she nodded.

Twilight felt a smirk form, “Good, but if this goes too far, at any point, stop. Okay?”

Dash nodded her head.

Smirking, Twilight turned back to Pinkie. “I think a pre-party could be arranged.”

It took a few seconds, but Pinkie’s stance changed. Her back legs spread open as she flipped her tail over her back, exposing her crotch to Twilight and Rainbow. Twilight felt herself blush as she looked at Pinkie’s marehood. Her netherlips were thick and plump, already glistening with moisture, and was revealed to them in all its glory. Pinkie’s tight sphincter rested comfortably above, a very enticing target in its own right.

“Do you want to know what one of my favorite things about baking is?” Pinkie asked.

“Sure,” Twilight replied.

Pinkie smirked as she turned her head, showing Twilight the frosting covered spatula she had in her hoof. She extended her tongue, Twilight finally noticing how large it actually was, and dragged a long slow lick up the spatula, letting out an exaggerated moan as she did. Never had Twilight thought a pony could eat frosting in such a sexy way. Still smirking, she brought the spatula to her crotch and began to liberally coat her nethers with the sugary treat.

“Licking the beater.”

Twilight had to give her credit, that was pretty sexy. Especially given the fact that Pinkie turned back around, going back to her task as if nothing was different.

Take charge, Molly ordered.

“Dashie,” Twilight said, her voice taking on the same authoritative tone from last night.

Immediately a low moan sounded from Dash, the pegasus already flushing with arousal. Twilight turned to the pegasus, noting the scent of her arousal already filling the room.

“Our host spilled some food, clean it up.”

Dash’s ears flattened back against her head, and almost looked as if she couldn't believe what was happening.

“Did you hear me, Dashie?” Twilight asked. “If you won’t do this, say so. It’s not a problem if we stop.”

Dash swallowed thickly before shaking her head,

“No, it’s fine.”

Twilight’s smile turned positively predatory.

“Good. Now go and clean her up.”

Dash shuddered a final time before pushing away from the table. Her chair scraped across the floor, the sound loud in the otherwise mostly quiet kitchen. Slowly, Dash made her way over to Pinkie, her tail twitching with every step, betraying her own arousal. Pinkie let out a low murmur as Dash stepped up behind her, spreading her legs a touch farther for easier access. A rivulet of her juices slipped out of her marehood before running down her inner thigh carrying some of the frosting with it.

“Dash, clean her before it becomes an even bigger mess.”

“Yes, Ma’am,” Rainbow replied before leaning forward, licking up the trail of Pinkie’s juices, moaning as their heady taste combined with the sugary frosting in a positively delectable way. Upon reaching Pinkie’s marehood, Dash began to eagerly bathe Pinkie’s crotch with her tongue. Twilight watched in satisfaction as Rainbow started getting into it. The pegasus’ lithe tongue swiftly adding saliva to the mix of fluids covering Pinkie’s marehood.

Pinkie appeared to be entirely unaffected by Rainbow’s ministrations, but a slight shudder betrayed her. Twilight smirked as Pinkie bit back a moan when Rainbow’s tongue pierced her netherlips, the muscle plunging deep into her core. Rainbow brought her hooves up, grasping a hold of Pinkie’s plot like a possessed mare as she began to shamelessly grope the heavy flesh with her hooves. Twilight had to admit, Pinkie’s plot was rather fantastic. Dash’s hooves seemed to sink into it, appearing to be almost swallowed by Pinkie’s butt cheeks.

“Dash…” Pinkie moaned out, her voice low and needy. She pushed back into Dash’s probing tongue. Rainbow responded by spreading Pinkie’s butt cheeks before eating her out with even more gusto than before. The wet schlicking sounds of Dash tongue-fucking Pinkie swiftly became audible to Twilight.

Twilight was unable to stop her hoof from wandering down to her crotch at the erotic display she witnessed. Already her marehood was flushed with arousal, her nether lips plumping up as she teased the treasures beyond. With skill she didn’t know she had, she began to tease herself, drawing out as much moisture from herself as she could. She closed her eyes as pleasure began to course through her, slipping down further in her chair.

Self-control Twilight, Molly said. Do not lose your composure and do not cum. If you succeed you shall be rewarded.

Twilight sent a mental note of consent, opening her eyes and straightening her posture as she recentered herself. She was greeted by the sight of Pinkie enthusiastically thrusting herself into Dash’s face as her hooves were bracing herself on the counter, the pegasus herself obviously enjoying the action. A small puddle of Dash’s own juices were already pooling on the floor, their own scent thickening the air even further.

“My little Dashie has quite the talented tongue, doesn't she?” Twilight asked, no small amount of pride in her voice.

Both Pinkie and Dash moaned their approval, too absorbed in themselves to properly respond.

They’re going to have to learn to always give you a proper answer when you you ask a question, but for now do not concern yourself, Molly said. However, you should hurry them along so we can get to your lesson.

How? Twilight asked back.

Molly sent Twilight an image, and Twilight smirked in response. Her horn lit up as she lifted the frosting covered spatula out of its bowl, bringing it to Pinkie’s crotch. She gently nudged Dash off to the side and brought the spatula to Pinkie’s tight sphincter. Twilight watched Dash’s jaw drop as she frosted Pinkie’s rear, Pinkie herself letting out a little mewl of pleasure at the act.

“Clean her,” Twilight ordered.

This time, there was no hesitation. Dash leapt into action, her tongue all but attacking Pinkie’s crotch. A low continuous moan sounded from Pinkie’s throat, the mare pushing eagerly back into Dash’s tongue as the pegasus lapped at her rear. Twilight smiled in satisfaction as she saw Dash push her tongue passed Pinkie’s sphincter, both ponies’ moans crescendoing at the act. Rainbow’s hooves wrapped around Pinkie’s plot. The mounds of flesh seemingly swallowing the mare’s legs as she buried her face as far as possible into Pinkie’s crotch.

Pinkie’s orgasm started slowly, entirely uncharacteristic of the energetic mare. Her voice slowly rose higher and higher in pitch, accompanied by a clenching of her legs. Rainbow apparently figured out what was happening, and increased her ministrations, wringing an ecstatic scream from the party mare.

All of a sudden, the floodgates broke, and Pinkie had to bite her leg to stifle her scream as a veritable flood of juices erupted from her marehood. The stream of the thick fluid immediately coated Dash’s face, and even her neck and chest darkening the pegasus’ fur with the amount of fluids from the party pony. Startled, Dash pulled back for a moment only for the second burst of fluids to hit her square in the face. Rainbow instinctively swallowed the mouthful of juices she received, but failed to move away in time to avoid the third blast. Even Molly was surprised at the amount.

Pinkie’s body was visibly shaking as her orgasm continued. The poor mare unable to properly form words as a stream of gibberish escaped from her mouth. Smirking, Twilight took great satisfaction in the way Pinkie’s plot jiggled, the heaving flesh almost slapping Rainbow in the face.

Eventually, Pinkie’s orgasm came to an end. Leaving the party pony a sodden, sex covered mess on the floor, unable to stand after her raging orgasm, her hind leg still twitching a bit. The floor around Dash and Pinkie was a total mess, covered with a big puddle of their combined juices.

That was impressive, Molly commented, but now is your chance. Seize control!

“Dash, Pinkie,” Twilight commanded.

Both ponies turned to look at Twilight, their faces still having a slightly dazed look to them. Twilight’s horn lit up as she pulled the tablecloth up on their side.

“Theres one more mess to clean.”

Twin looks of realization spread across their faces, but Pinkie was the first one to react as she pushed away from the floor. She crawled under the table, and Twilight quickly felt a warm body settle in between her legs. Dash made a move to go, but paused and looked back at the counter.

Twilight raised an eyebrow as Dash stood up and pulled the bowl of frosting off the counter, turning to Twilight with a silent question on her face. Twilight rolled her eyes, but nonetheless nodded her head. A broad smile broke out on Dash’s face as she dove under the table with Pinkie Pie, nestling next to her between Twilight’s legs. Twilight flipped up the tablecloth in front of her and was promptly greeted by a smiling Pinkie Pie and Rainbow Dash, both of them looking up at her over her swollen marehood.

Twilight took a moment to observe her marehood, the thick puffy lips glistening with her arousal. Seeing Dash and Pinkie this close to it really drove in her new size once again, but from the looks on their faces it was, if anything, even more enticing. Rainbow lifted the frosting covered spatula to Twilight’s nethers, her eyes asking one more time for permission.

Twilight nodded her head and jumped slightly as the frosting was spread across her marehood. After using what she could, Twilight watched as Rainbow scooped another helping of frosting and add it to the covering on Twilight’s crotch. Pinkie herself was smiling as Dash used the rest of the frosting, almost completely covering Twilight’s nethers in white sugary goodness. After the last of the frosting was used up, Dash pushed the bowl off to the side.

Rainbow turned to Pinkie and after sharing a quick look, they leaned forward simultaneously and each trailed a single long lick up on either side of Twilight’s marehood.

Self-Control, Molly said again, they will enjoy this more if you make it seem they have to work hard to please you.

Twilight sent a mental nod to Molly, biting back a moan as Rainbow and Pinkie’s tongues once again licked her core. Twilight smiled as both Dash and Pinkie let out little murmurs of pleasure as they set about their task. Twilight felt a brief pulse of magic, and the tablecloth fell back down, concealing the two of them from her sight.

Already their ministrations were sending powerful bolts of pleasure up her spine. Rainbow’s tongue darted back and forth, much like the pegasus herself. She favored small, powerful licks, usually ending just below Twilight’s protruding clit. Twilight gave Rainbow a encouraging smile even if the pegasus couldn’t see it, as the pegasus wrapped her lips around her clit. It was easily large enough for the pegasus to manipulate it, causing Twilight to let out a little hiss of pleasure as she bit back a moan.

Pinkie’s tongue seemed to be everywhere at once. The party pony making lewd slurping noises as she licked as much of the mixture off Twilight’s juices and frosting as she could. Twilight couldn’t help but notice how big Pinkie’s tongue was, almost twice the size of Rainbows. And evidently Pinkie knew how to use it as well, as Twilight was struggling to keep her composure under the reckless onslaught.

Twilight was certain now that her transformation had made her more sensitive. She could feel her hips begin to buck up into the assaulting tongues, desperate for more pleasure. Of course, she made access to her crotch even easier, spreading her legs as wide as possible, which Pinkie and Dash took full advantage of. This time, Twilight couldn’t help but let a small moan lose as she felt two tongues approach her plothole, the sensitive flesh quivering under their touch.

Instinctually, Twilight tightened her legs, squishing Pinkie and Dash into her crotch. The two of them seemed entirely unbothered by this, and almost immediately they readjusted themselves to take advantage of the new position. Twilight’s eyes bugged wide as she felt each of her netherlips being gently sucked into a warm mouth. She moaned once again as she felt a small spurt of her juices escape from her, accompanied by a particularly strong bolt of pleasure.

Twilight could feel her body clenching as Pinkie and Dash suddenly thrust their tongues inside her, the writhing muscles scraping against her inner walls like no cock ever could. Their tongues were distinct inside her, with Dash’s teasing just past her netherlips as Pinkie’s plunged deep inside her. Both of them were audibly swallowing, gulping down Twilight’s marecum as the thick fluid filled their mouths.

Now time for the real test, Molly said, her voice sounding absolutely devious.

“Hello, Twilight! How good to see you!” a voice said from the doorway.

Twilight could feel her heart drop as panic exploded through her. She turned to see a smiling Mrs. Cake in the doorway, the matronly mare appearing entirely unaware of what was happening in the kitchen. But Molly’s words from earlier ran through her mind: Self-Control. Through sheer force of will she steadied her breathing, calming her racing heart. She was Princess Twilight Sparkle, and if somepony was going to catch her having sex, it sure as Tartarus wouldn't be in a kitchen at a bakery. At least a park, or concert, someplace she could get a good story out of.

“Oh! Hello!” Twilight replied, doing her best to keep her voice steady. Which was no easy task, as neither Pinkie or Dash seemed to be stopping nor slowing down, their tongues double-teaming her defenseless marehood.

Be smart Twilight, don’t you want your reward?

“How are you doing dear? You haven’t been here in ages. Pinkie certainly missed you, have you seen her yet?”

Twilight could all but feel the mare in question smile as she suckled Twilight’s clit into her mouth, her tongue twiddling the protruding nub.

“Yeah!” Twilight said, her voice rising before she reigned it back under control. “She went upstairs, said she had a surprise for me.”

In order to stop from crying out in pleasure, Twilight latched onto the nearest thing she could. Levitating her half-eaten sandwich to her mouth in an attempt to appear normal, still she bit into it a lot harder than necessary, muffling herself as best she could.

“Wonderful!” Mrs. Cake paused as something occurred to her, “I think I saw Rainbow Dash out in the dining room, would you like me to send her back here?”

Rainbow took this moment to readjusted her position so she could take advantage of Twilight’s exposed sphincter. The ring of flesh proving too enticing of a target for the pegasus to ignore. Twilight shuddered slightly as Rainbow skillfully teased her ass, reveling in the sheer feeling of naughtiness that the act entailed.

“She’s with Pinkie, I’m sure they’re having a ton of fun together right now.”

Twilight could swear she heard matching “uh-huhs” from beneath the table.

“Perfect!” her eyes bugged out slightly as she looked at the kitchen clock, “Oh I’m so sorry Twilight. I’d love to stay and chat, but I’m running late!” She turned around and trotted away. “Have a good day!”

“You too!” Twilight called back.

When she turned the corner, Twilight let out a deep breath she didn’t know she was holding. She felt Pinkie and Rainbow pull back before flipping up the tablecloth to give both of them a heated glare. The two of them kneeled between her legs, looking up at her with wide eyes. They looked like a picture of innocence, save for the rivulets of her juices that rolled down their chins and necks.

“That wasn’t funny,” she dead panned.

Dash and Pinkie shared a look before bursting out in giggles, unable to keep themselves from laughing. It took a little while, but eventually Twilight rolled her eyes and let out a few chuckles of her own.

“That wasn’t nice,” Twilight said, but with no malice in her voice.

“Yeah,” Dash agreed, “but it all worked out in the end.”

Twilight opened her mouth to retort about the consequences they would have face if they had been caught, but was stopped by Molly cutting her off.

Most impressive Twilight, at least for somepony as new to this as you are, Molly said with no small amount of pride. As expected from my personal student.

Here’s your reward.

Twilight gasped as the room suddenly blurred, quickly refocusing a second later. It took Twilight a moment, but she realized that she was now in Pinkie’s room, her back against Pinkie’s bed headboard with Pinkie and Dash kneeling on either side of her. The two of them looked confusedly around until they too realized where they were.

“If you wanted to take this party upstairs, Twilight, you just coulda asked,” Pinkie said, a naughty grin on her face.

Twilight went to respond, but stopped when she felt Molly’s presence in her mind, accompanied by her trademark smirk. Almost immediately, the telltale tingle of fleshcrafting surrounded her groin, and mirroring what happened earlier, a bulge of flesh bubbled out. It quickly formed itself into a sizeable set of black cock and balls, which while not nearly the size they were at the end of her… ‘exploratory’ session earlier, they were still much, much larger than the average stallion. Already it was at full hardness, veins pulsing along its length as it twitched against Twilight’s chest.

For once, Pinkie and Dash were both shocked silent as they stared at the new addition to Twilight’s crotch. Their jaws dropping open as the throbbing piece of stallion-meat pulsed with Twilight’s heartbeat, small strands of drool already slipping from their mouths.

“Uhh… that’s new, right?” Rainbow asked.

“Well, duh,” Pinkie replied, “I think I woulda seen that before. It’s kinda hard to miss.”

“Hey!” Dash replied, “it’s not like I snuck peeks under her tail or anything.”

“Uh huh,” Pinkie deadpanned back.

If somepony told her two days earlier that two of her best friends in the world, one of them maybe a bit more than that, would be arguing about whether or not her magically created cock was new or not, Twilight would have called them crazy.

“Girls,” Twilight said quietly, but with an unmistakeable air of authority to it.

Pinkie and Dash immediately stopped talking and turned their heads towards her.

“To answer your question, Dash. Yes, it is new. I used the same technique I used to reshape your ass and applied it differently to make this,” she stood the cock up with her hoof, noting with supreme pleasure the way their eyes followed it hungrily.

Suddenly, Pinkie’s eyes opened wide as she turned to look at Dash. Faster than an eye could blink, she raised her hoof and brought it down on Dash’s plot, creating a resounding smack that echoed throughout the small room. Dash immediately let out a loud yelp, something in between pleasure and pain as the stinging slap impacted her rear.

Twilight only stared at the mass of jiggling flesh, for research purposes of course.

“I knew you had more junk in your trunk!” Pinkie exclaimed.

“Pinkie!” Dash retorted, her voice slightly strained.

“I don’t think you’re one to talk about ‘junk in your trunk’, Pinkie,” Twilight said a tad amusedly.

“Uh-huh!” Pinkie acknowledged before standing up, turning around, and all but shoving her ass in Twilight's face. “It’s been voted the ‘Top Plot’ in Ponyville for the past six years, but I suspect I’ll have some serious competition this year, but unlike both of you,” Pinkie gave her plot a solid spank, “mine is all natural!”

Twilight barely heard the last of Pinkie’s sentence as her world suddenly became pink and jiggly. Needless to say, Pinkie’s ass was even more amazing up close, and the addition of her cleary soaked marehood only added to the effect. Not even mentioning the amount of juices that were running down her thighs,

“Damn straight!” Dash shouted, “My ass is going to show you who's boss!”

“Whatever you say, Dashie,” Pinkie replied, acting as if she wasn’t waving her plot inches from Twilight’s face.

“Girls,” Twilight said, her voice once again authoritative.

“Yeah?” they both said.

Twilight took a deep breath, totally not inhaling the sweet scent of Pinkie’s arousal, before continuing.

“Firstly, as much as I’m enjoying it, Pinkie, please get your ass out of my face,” the mare quickly did so. “Thank you.”

She lifted her cock with her hoof once again, stroking it a few times to make sure Dash and Pinkie were properly enthralled.

“Secondly, I’m very horny and I want to cum. So this is how the next few minutes are going to go: Both of you are going to suck me off, and when I’m about to cum you two are going to kneel down, and I’m going to jizz all over you. Is that clear?”

Twilight’s face was stern, showing that there really wasn’t any other course of action. She noted with supreme satisfaction the way that Rainbow’s eyes bugged out of her head, a roaring blush invading the pegasus’ features as Twilight’s orders registered with her submissive side.

“Well, no complaints here,” Pinkie said,”I haven’t had a good glazing since your brother’s wedding!”

Before Twilight could respond, the party pony leapt forward and trailed a long lick from the base of Twilight’s cock to the tip. The large muscle easily covering it in a sheen of saliva with only the first pass. Twilight gasped, her length twitching as a spurt of precum splashed against her chest. Completely unable to control herself at the sensation of Pinkie’s powerful tongue. Her tongue felt amazing, but Pinkie’s was positively divine. Quickly, Pinkie set up an enthusiastic rhythm. Burying her face in Twilight’s crotch as her tongue exploded into action. Twilight was helpless to do anything but moan at the onslaught, her hips humping up slightly as she sought more of Pinkie’s tongue.

“Wow,” Dash said dreamily, her eyes glazing over at the erotic sight. Wordlessly, she leaned forward and licked Twilight’s sex-wetted fur, moaning as the heady taste invaded her mouth.

This broke Twilight out of her trance, allowing her to re-center herself as a rainbow mane filled her vision. Smirking, Twilight reached a hoof forward and gently scratched behind Dash’s ear in much the same way she would a cat.

“Like it, Dashie? You’ll be having a lot of it in the future.”

Rainbow unconsciously leaned into the scratch, nodding her head as she did so.

Gently, Twilight guided Rainbow to the flared head of her cock.

“Open wide, Dashie, here’s something special for you.”

Dash quickly obeyed, opening her rather demure mouth as wide as possible.

As if on cue, another rope of precum spurted from her cock. The first bit hit Dash on the snout before she managed to move herself to catch the rest, the remaining precum still enough to give her a decent mouthful. Twilight smiled again as Dash’s entire body seemed to relax, a loud moan sounding from her throat as she swallowed thickly. Twilight let out a moan of her own as Dash leaned forward and wrapped her lips around her cock-head. It barely fit inside Dash’s mouth, the pegasus’ cheeks swelling out visibly from her enveloped member. Slowly, Dash began to bob her head up and down. Only able to take the first few inches of Twilight’s length due to the sheer size of it, but she made full advantage of what she could fit.

Twilight let her head roll back, resting against the headboard as the combined feeling of Pinkie’s tongue and Dash’s mouth coursed through her. This was so much better than doing it herself! While an experience she definitely would be repeating at some point in the future, it already paled in comparison to these two mares working her cock.

Rainbow brought her hooves up, stroking Twilight’s cock as she suckled on what she could, doing her best to milk it for more of it’s salty treat. Twilight felt Dash’s tongue lashing back and forth, stopping every now and then to tease her urethra. Pinkie leaned down and wrapped her lips around one of Twilight’s hanging balls, quickly covering the heavy orb with her saliva.

She’s definitely done this before, Twilight thought to herself, reveling in the feeling of Dash’s warm, wet mouth.

No doubt, Molly agreed. Hold your hoof to her neck, I’ll show you a useful trick.

Twilight did so, and quickly she felt a rush of warmth seep from her to Dash.

This is why the Spa Twins give such good massages, a little earth pony magic can go a long way.

Both Rainbow and Twilight yelped as the pegasus’ throat suddenly relaxed, allowing the head of Twilight’s cock to slip into her throat. They moaned in tandem as the new sensations coursed through them, unable to keep their pleasure silent.

“Deeper,” Twilight breathlessly ordered, Rainbow quickly obeying as she forced herself downwards. An easily noticeable bulge appeared on the side of her neck

A deep rumble traveled through Twilight’s' body as Rainbow obeyed, pushing her head down as her tongue lashed back and forth. Rainbow repositioned her hooves, placing them on either of Twilight’s thighs in order to get a better angle. With a satisfying pop, Rainbow pulled back in order to breath, moaning as another spurt of precum was fired down her throat.

Twilight gasped as Rainbow began swirling her tongue around to gather any of Twilight’s juices she could. Every time Rainbow’s tongue claimed another drop, another trickle, it sent shocks of pleasure racing down her spine, causing a nearly constant stream of delicious moans to echo from her mouth. Loud slurps began to sound from Rainbow’s mouth as she bobbed her head up and down, Twilight humping her hips upward lewdly at the same time, seeking to bury herself to the hilt in Rainbow’s throat.

Twilight watched as Pinkie brought a hoof between her legs, teasing her marehood as she continued to lather her attention on Twilight’s balls. Her eyes locked hungrily on the cock in Dash’s mouth. Juices leaked from her, thoroughly coating her hoof in a sheen of sex almost immediately.

Rainbow sucked the cock in her mouth deeper and deeper, moaning with Twilight as the alicorn’s member poked against the back of her throat. Twilight could feel her precum flowing in a steady stream through her cock, pumping the thick fluid into Rainbow’s mouth. She moaned once again as Pinkie shifted her attention to the length of cock. The party mare used her obscene tongue with the skill of a master as she lapped at Twilight’s cock, wrapping her tongue around it as she essentially jacked it off.

“Holy horseapples…” Twilight groaned out, her eyes rolling back in her head as the pleasure washed through her.

She felt her entire body clench as Rainbow suddenly burst into action. Evidently done with her languid pace, the pegasus bobbed her head up and down so fast it became a blur. Strands of drool flew from her mouth, adding to Twilight’s already soaked groin. Pinkie was forced to learn back, her eyes locked onto Dash in a mixture of surprise and envy.

The feeling of Dash’s throat rippling around her length was indescribable. The pegasus’ lips pulled back to the head before plunging to the bottom, her tongue taking a moment to tease Twilight’s balls before pulling back again. Thick gluk gluk sounds emanated from Dash’s throat, her rainbow mane waving back and forth as she impaled her mouth with Twilight’s cock.

Twilight had no idea how long Dash kept that up. The sheer ecstasy of Dash’s mouth was too overpowering for her to even attempt a facade at self control. Twilight shamelessly moaned out her pleasure, her tongue lolling limply out of her mouth. She could feel her orgasm building up in her core. She started to hump upwards, wrapping Rainbow’s mane around her hooves as she used the Pegasus’ throat as little more than a masturbation tool. Twilight gasped as her balls clenched, tightening up in preparation for the release of her load.

All of a sudden Twilight felt two hooves grab ahold of hers and lift Dash off her cock. Moaning in disappointment, Twilight opened her eyes to see a scowling Pinkie Pie glaring up at her.

“That doesn’t look like ‘jizzing all over us’ to me,” Pinkie said disapprovingly.

Twilight opened her mouth to retort, but quickly closed it when she realized that Pinkie was right. Nonetheless, Twilight was still slightly miffed. Pinkie denied her an orgasm, and a huge one at that, anypony would have to be disappointed about that. Her expression turning from irked to caring, Pinkie leaned back down and gently nuzzled Twilight’s balls and cock.

“It’s okay, Aunty Pinkie will take care of you.”

Twilight resisted the urge to facehoof as Pinkie reached up and yanked a still dazed Rainbow Dash down to her. The alicorn’s brow furrowed as Pinkie whispered something in Dash’s ear, quickly followed by matching smirks spreading across their faces. Dash crawled across Twilight, sitting on the opposite side of Pinkie before pulling the party mare into a heated kiss. It was pretty obvious from the exposed tongues and strands of saliva falling from their mouths that they were putting on a show for Twilight.

They aren't, Twilight thought to herself, her mind racing.

The two of them looked over their shoulders and smirked at Twilight before stepping back and sandwiching Twilight's cock between four mounds of feminine flesh. Twilight was helpless but to groan in ecstasy at the new sensations.

She could feel the difference in her lover's plots. Despite its softness, there was an unmistakable presence of muscle in Rainbow's ass, creating a wonderful contrast all her own. Pinkie's plot however, seemed to be made of fluff and happiness, practically enveloping Twilight's member all by itself. Pinkie's ass was the larger one, but not by an extreme amount. Pinkie and Dash smirked and pressed back against each other even more, pressing their plots together in a downright obscene display.

All three ponies gasped as the duo lifted themselves up, dragging their pussies against Twilight's cock as they eagerly pushed back agaisnt each other. The alicorn couldn't do anything but let out a low moan as her cock was masturbated by her lover's rear ends. Their plots gripping her in a way so... tight, and warm, and wet that it was a struggle to not blow her load right then.

Rainbow and Pinkie groaned as they lowered themselves, the head of Twilight's member emerging from its prison, dripping with a mixture of arousals. They gradually put more and more weight against each other, pressing further back into Twilight's cock, gasping as their clits made contact with the turgid flesh.

"How does this feel, Twilight?" Rainbow asked, doing her best to have some bravado over the arousal in her voice. "Are our asses so awesome that you just can't help but cum all over them?"

"Go ahead if you want to, Twilight. I could use a good glazing," Pinkie added.

Twilight managed to give the two of them a glare, telling them that she would cum when she damn well pleased. Unfortunately, this didn't have the effect she wanted.

Both Pinkie and Dash smirked as they increased their pace, jacking Twilight's cock off with their asses in a surprisingly skilled maneuver. Twilight herself let out a low, keening moan as her cock was massaged by the two beauties. She could feel their muscles clenching and releasing, providing an entirely new storm of feeling to her. Sizeable spurts of her precum jetted from her member, quickly covering Pinkie and Dash's plots in a sheen of sex before dripping down to lubricate their efforts. Twilight could feel their marehoods quivering against her, releasing their own fluids amidst breathless moans. Their thick, meaty lips surrounding Twilight's member in an embrace all their own.

Twilight watched as Pinkie and Dash bounced up and down. It was almost hypnotizing watching their movements, their asses jiggling with every impact against her crotch, the waves sending lances of pleasure through her dick. Their clits were pressed tightly against her veiny shaft, both mares moaning rapturously at the contact. The twin nubs were easily distinguishable, both of them larger than average for mare's their size. Twilight wrapped the bedsheet around her hooves, doing her best to ride out the waves of pleasure as her lover's rears repeatedly impacted her groin.

"Faster," Twilight ordered, her voice low and hoarse.

Wordlessly, Pinkie and Dash obeyed, their motion switching to fast and short bounces, pushing back into Twilight's cock as hard as possible to maximize the friction. All three ponies moaned and writhed, Twilight's hips humping upwards in an attempt to increase the pleasure even further. It was too much for her. Already denied an orgasm, Twilight quickly felt the coil of pleasure forming in her core. Her heavy balls tightening against her crotch as they prepared to release their load.

Twilight grit her teeth, desperately trying to hold back her orgasm, her eyes screwing shut. It was a losing battle, the sheer ecstasy of her cock being buried between her lover's plots was simply too intense. A deep groan sounded from her throat, signifying her last approach to orgasm.

Twilight, Molly admonished, Remember your promise.

With a growl, Twilight's horn lit up quickly surrounding Pinkie and Dash in a pink light. Both of them gave matching squeals of surprise as they were lifted away from Twilight's cock. Swiftly, they were turned around in the air and planted onto the bed: face down, ass up, just like Twilight wanted. The alicorn lifted herself up, moving behind her lovers as she reached down with a hoof and grabbed ahold of her cock. Slowly she began to masturbate, her eyes drinking in the sight of her two lovers.

Both of them let out little mewls of pleasure and anticipation, wiggling in the magical bonds Twilight held them in. They waved their asses back and forth, tails pinned to their backs, their pussies winking desperately at Twilight's face. Thick rivulets of juices were running down their thighs, their netherlips looking positively delicious. Twilight moaned, biting her lip as another warning pulse jetted through her cock, ending in a thick stream of precum landing wetly on Pinkie's plot, turning her pink fur dark.

Pinkie moaned lewdly, a fresh stream of her marecum running down her thighs, her ass wiggling needily back and forth. Twilight groaned as she once again took in the sight of Pinkie's magnificent plot. Her twin globes of globular perfection just practically begged to be worshipped, her marehood deserved to be filled by a fat, juicy cock. Dash's ass was right up there in terms of perfection as well, Twilight personally made sure of that. The pegasus' ass cheeks were big, round and tight, Twilight could barely resist spanking them on the spot.

"Going to.. cum… All over you!" Twilight groaned.

And with a final few pumps of her hoof, she felt her orgasm explode through her.

Twilight let out an ecstatic moan as she felt her balls finally release their load, while not as large as her previous one, it was still far larger than a normal stallions. The first rope of cum erupted from her cock with the force of a firehouse, jetting towards her two lovers like a bullet train. It impacted her lover's upturned asses wetly, the viscous fluid covering them almost immediately, clinging to their fur as the excess ran down their legs. Pinkie and Dash moaned in tandem, their back legs clenching as Twilight came over them.

Twilight groaned as the second rope painted Dash. The sight of Dash's ass being painted in her cum was something that Twilight would never forget, and definitely repeat. The tight, round cheeks quivering under the deluge of semen. Almost immediately, the bed beneath Rainbow was swiftly covered in a puddle of semen.

The third rope was directed towards Pinkie Pie, and was easily able to cover the party pony's ass. Her cheeks visibly jiggled with the impact of the semen, causing Pinkie to let out another loud moan as her entire body clenched in pleasure. Fresh streams of her own juices ran down her legs, clearing some semen away from her thick netherlips.

Her horn flashed again, spinning Pinkie and Dash around. Her lover's faces were a pure picture of ecstasy, both of them screwed tight in their own pleasure. Twilight grinned as her next roped of cum splattered over their faces, quickly drenching the two of them. Thier mouths hung open, silently begging for Twilight to fill them with her spunk. Still smirking, Twilight aimed her cock at the offered holes, quickly filling them as her lover's cheeks bulged with the amount of cum being released from her member.

Twilight spread the rest of her orgasm around liberally, covering her two lovers in her spunk with a satisfied grin on her face. Her two lovers had dreamy looks on their cum-covered faces, their manes positively dripping with her essence. Their mouths were still open, completely coated with her seed. Both of them showing off the cum they had managed to collect.

Eventually, when it ended, Twilight looked down at Pinkie and Dash with no small amount of pride. The two of them had done well pleasing her, and as such deserved rewards of their own.

"That was fun, wasn't it?" she asked rhetorically.

She received two affirmative nods in reply.

"Good, now swallow. Slowly.”

Both mares obeyed her, gulping down the impressive amount of cum they held in their mouths with undisguised relish, dual moans sounding from the both of them as visible bulges traveled down their throats. Twilight once again marveling at the amount of spunk she could produce.

"Now, thank me for that. Thank me for my cum."

For a brief moment, there was some hesitation, Rainbow looking Twilight in the eyes before bowing her head submissively. And with complete satisfaction in her voice replied.

“Thank you, Mistress Twilight.”

Pinkie followed her friend quickly, easily catching on the flow of things.

“Thank you, mistress, for your cum.”

Twilight smiled brilliantly as something welled up inside her. Something between pride, joy, and satisfaction. This is who she is now: a Mistress, a dominant. Training her… lovers? Pets? Submissives? It didn't matter really, they were hers, and that's what counted.

She straightened her posture, swiftly turning into an authority figure Celestia could be proud of.

“Now clean yourselves up. With your tongues," Twilight ordered, "I could use a good show after that."

Twilight smiled as she laid down on a clean part of the bed, her lovers swiftly obeying her command. She took another look at the puddle on the bed, they were going to be here for a while.

Not bad for a second lesson Twilight, Molly said. You almost lost it towards the middle there, but pulled through in the end. As your reward, the changes I made to your bedroom are finished, I look forward to sharing them with you when you return.

Looking down on Pinkie and Dash, the two mares happily cleaning the other of her essence, Twilight smiled before sending a pulse of acknowledgement back to Molly.

She was looking forward to it too.

Author's Note

Alright, I'm sorry this took so long to get to you guys. And I'm also sorry that I won't be able to work on this for the next month, please refer to this as to why.

Also, this imported really weirdly for some reason, and its 3am for me and I have to go to bed. So if you see anything thats obviously missing a paragraph or two, please leave a comment so I can fix it quickly in the morning. Thank you.

Natasha should post a link to the accompanying picture for this chapter in a comment when she posts it, which should be soon I hope.

As always, please leave comments criticisms and ideas in the comments. I look forward to reading them all when I get back.

Thats it for now,
Gold4tune out, pce /)

Bananas, Bedrooms, and Bawdy Beginnings

"You certainly look happy," Molly said, coalescing next to Twilight with a grin on her face.

Returning Molly's smile with a playful look, Twilight looked at the floating spirit.

"Oh please, you're hardly one to talk."

Currently, Twilight was trotting through Ponyville, a bit later than she had originally planned on. Her afternoon romp with Rainbow and Pinkie had left her with a noticeable stench, unsurprisingly, which had then resulted in a much needed shower. Pinkie and Dash had not so subtlety wanted to join her and took it as an excuse to touch as much of her as they could. Not that Twilight blamed them.

"What, me?" Molly said, her voice full of innocence, "I'll have you know that you're the only one that’s gotten laid the past couple days."

Twilight sputtered, her broken attention causing her to stumble. Quickly recovering, she gave the few ponies now looking her way a furtive smile to let them know she was alright. Turning to respond to the spirit, Twilight noticed that Molly was holding in her grey magical field, of all things, a banana. She was carefully peeling the fruit in a way that seemed downright delightful.

"Where did you get that?" Twilight cocked her head and asked, confused.

"Oh, this?" Molly asked with a raised eyebrow.

Twilight gave her a flat stare.

"Pinkie gave it to me on the way out. She's so thoughtful, isn't she?"

"But how?"

Molly shrugged.

"All she said was 'Hey benevolent spirit who may or may not be responsible for Twilight finally realizing that sex is one of the bestest things in the world. I'm going to conveniently leave this banana here and if it happens to disappear I'm sure I could convince myself that I'm going crazy.' Then she left."

Twilight pinched the bridge of her nose. "Pinkie," she sighed before continuing her trot back home.

Chuckling, Molly lifted the banana to her lips, exaggerating her movements to make sure she had Twilight's full attention. She began by slowly dragging her tongue up and down the yellow length before wrapping her lips around it. Molly giggle as Twilight was unable to stop a small blush from rising to her cheeks. Sensually, she suckled the tip of the fruit, making sure Twilight knew exactly what she was miming. Twilight made a point of looking away, but the temptation was overpowering, and Molly knew exactly what she was doing to her.

"Isn't there a better way to eat that?" Twilight finally asked, her tail flicking noticeably side to side, "I'm not sure that's the best way. Wouldn't want to waste it teasing me."

"Don't worry, Twilight," Molly said with a sly grin, "Pinkie gave me one for the road as well."

Twilight let out a groan of disbelief, utterly convinced that the universe was out to get her by this point. Turning her head to give the spirit an angry retort, she was graced with the sight of Molly swallowing almost the entirety of the Banana in one go. Letting out a loud groan of frustration, Twilight speed up into a canter, desperate to get away from the diabolical spirit.

"Wait up!" Molly called out to her after pulling the banana out from where it was buried in her throat. "I was going to ask if you wanted it! I saw some good looking construction workers back there who could use a good show!"

Molly chuckled as a wave of embarrassment, disbelief, and a small amount of curiosity trickled through their mental bond.

"Still got it!" she said, pumping her hoof before rushing off after her student.

Twilight didn't stop until she was within sight of her castle, slowing down to a brisk trot during the last stretch. Thankfully, she hadn't passed many ponies on the way home, not to mention that Twilight Sparkle running through town wasn't an occasion entirely unheard of.

"It's not that easy to get rid of me, Twilight," Molly said, once again coalescing next to Twilight

"More so's the pity," Twilight snarked back.

Molly let out a little snort of laughter, clapping Twilight on the shoulder.

"Oh please, you love me."

Twilight scoffed and pushed the door open, giving Molly a flat look as she entered her home, not dignifying the spirit with a response. Cleaning her hooves on the matt, graciously provided by Rarity, Twilight took a deep breath, preparing herself for the night ahead.

"Follow me," Molly said, appearing deeper in the foyer, "Let's go check out your new room."

Unable to keep a burst of anticipation from coursing through her, Twilight did so. The soft clip-clop of her hooves was the only sound in the room, Molly's own steps completely silent. Amidst the tantalizing sway of Molly's luscious plot, Twilight took the time to study the spirit. It had barely been a day, if that, since she appeared in her life. And already she had arguably the largest impact on her life, not including the day Twilight met her friends, of course.

The spirit stopped outside the aforementioned door, turning around and giving Twilight a broad grin.

"Go in! I have it in the same setup as when you met me, but you can change it around freely. Just wish for it to be done and the room will make it so! Celestia is a genius when it comes to these things. But that's not important right now," Molly teleported next to Twilight, "Now go! Make sure it's ready for tonight; I'm sure Rainbow would love to see it," the ending of her sentence was punctuated with an appropriately lecherous grin.

Twilight rolled her eyes again, but a blush did creep up into her cheeks. Doing her best to block out the knowing smirk plastered on Molly's face, she reached forward and opened the door. It swung open normally, exposing Molly's den of sin. Once again the massive red bed dominated the room, the torches on the wall illuminating all the devices in Molly's sexual collection. Molly planted her hooves on Twilight's rear end and pushed her inside, not missing the opportunity to sneak in a grope (or two).

"Go! Change it around! Experiment! And when you're done, I have something special to show you, but do this first."

Quickly recovering her balance, Twilight turned around just in time to see Molly disappear. Her mind quickly stopped the train of thought of why Molly could interact with her directly but seemingly nothing else, Pinkie bananas aside because of Pinkie, but not before she made a note to investigate it later. Twilight shifted her gaze to the bed in front of her, thinking of how she would change it.

Well, in all honesty Twilight liked the bed, that could stay how it was.

But the walls on the other hand…

Not that Twilight didn't like all the fantasies the sexual implements conjured up, but she could at least be a bit more… conscientious. Twilight looked at them and focused, sending out a magical pulse as she mentally commanded the room to change.

With nary a sound they vanished off the walls, well, most did. Some... None.

Twilight let out a sigh as they all appeared on the walls. For some reason, removing them felt wrong. Celestia and Molly had probably spent centuries, most likely they did, collecting every item on the walls. While it was obvious the room around them was artificial, the feel of the items was proof enough that they were a product of hooves, hands, or claws, not magic.

They could stand to be organized though.

With a fresh burst of concentration Twilight set about her new task: Organization! Her favorite!

Whips went with whips, straps with straps. All sorted by color, shape, size, and weight. Despite the single minded tenacity Twilight usually had for these tasks, she was unable to stop her mind from wandering.

Would Rainbow like this? Oh, this one would make a perfect sound as it smacked against the pegasus's supple ass. And this one…the possibilities were endless.

Twilight shook her head, blushing slightly. Was it getting hot in here?

She moved on to the outfits. Leather, vinyl, latex, Molly had them all. Outfits that hugged ponies like a second skin, outfits that hid just enough to taste, outfits that were nothing but a motley collection of leather straps. Panties, thongs, chastity belts, chastity belts that… Twilight couldn't hold back her blush.

Chastity belts with dildos on the inside, made for locking them into the pony.

Twilight cleared her throat, fanning herself with a wing. It was definitely getting hot in here.

She moved on to the dildos and… whoa.

Twilight couldn't help but stare at the positively massive amount of dildos. There were dildos of all shapes, sizes, and colors. Pony dildos, griffin dildos, and… dragon dildos. Twilight felt her mouth drop at the sight of easily one of the largest dildos there. It was a dark blue, getting darker towards the tip. Notched. nubbed,and ribbed along its entire length.

And yes, it was a dragon dildo.

Twilight was unable to stop from biting her lip, grinding her legs back and forth as she felt a flush of warmth in her marehood.

Molly's giggling broke Twilight away from that line of thought, the bookish mare blushing furiously as her tail tucked in between her legs.

"Oh I'm sorry,” Molly said, still tittering as she appeared on the bed, "I just knew you would be interested in that one."

"I'm not interested in that one," Twilight defended herself, a hot blush still on her face.

"Of course you weren't," Molly said, a smirk on her face, "But that's not important right now. Rainbow Dash is on her way here, and while I know you weren't quite done organizing this place - very cute by the way - there are more important things to discuss. Namely this."

Molly floated out a simple black leather collar, a small metal tag attached to it.

"This, Twilight, is a slave collar," Molly said, "Consider this preparation for your next big step: when Rainbow gets here, I would like you to offer this to her.” Twilight gasped as she realized that a stylized version of her cutie mark was emblazoned on the tag.

"Whether she accepts it or not is her choice, but I think we both know what the answer will be. This is a turning point in both your lives, I don't think I need to point that out to you. You're entering uncharted territory here, Twilight. You have me as a guide, but at the end of the day you're the mistress."

An affectionate smirk spread across Molly's face,

"Celestia and I couldn't be more confident in you."

Twilight couldn't help but stand a little bit straighter.

"Now go, your date is waiting."

As if on cue, a knock sounded from the front door.

Twilight gasped, her wings flaring out as a sudden burst of nervousness overtook her. She could feel the beginnings of an anxiety attack welling in her mind, the familiar feeling creeping along her psyche.

"Calm, Twilight," Molly said, appearing next to her as she gently stroked her mane. It was similar to the way Celestia would do it when she was a filly, and almost immediately Twilight felt her heart-rate slowing.

"It wouldn't become of you to show yourself to Rainbow in such a state, she'd be too worried if you were okay to fuck you properly."

Once again blushing, Twilight hid her face in Molly's neck, murmuring some sort of reply to the spirit's teasing. Molly giggled as she gently pushed Twilight away from her.

"No no, no hiding right now," she reached a hoof under Twilight's chin and lifted her eyes to hers, "Confidence, Twilight, Confidence."

Molly had a positively beaming smile on her face, her eyes so full of pride that Twilight was unable to stop herself from standing a little straighter.

"Do not take this night any farther than you are willing, Twilight. Never forget that you are in charge here." Just then, another set of knocks sounded from downstairs, a tad faster than last time. Molly pushed Twilight towards the stairs, the alicorn stumbling slightly as she nervously looked back with a slightly pleading expression.

"Go," Molly said, a tone of finality in her voice.

Sighing, Twilight turned to face the door. She took a deep breath, drawing herself up to her full height before letting it out in a long, easy stream. Before she managed to find an excuse not to, she trotted out the door.

"Coming, Rainbow!" Twilight called out, knowing the enchantments on the castle would ensure Rainbow heard it.

It wasn't a short walk to the front door, something that Twilight instantly regretted as it provided ample opportunity to second guess herself.

What will I even say to her? Twilight thought, How do I manage to start the conversation we need to have? I don't think there's a friendship lesson for this!

Her train of thought ground to a halt when she finally turned the last corner, her large front doors dominating the foyer. On the other side of that was Rainbow Dash, her… Well, that was the question wasn't it?

Taking another breath, Twilight's horn lit up, enveloping the door handle in a purple glow. With a quick thought, the door was pulled open, exposing the pony beyond.

As always, Rainbow looked positively resplendent, especially in the fading light of the sun. The fact that it also framed her new... physique in golden rays didn't distract Twilight at all. No-sir-ee. Twilight squinted her eyes, noticing something a bit off about her.

Did… did Rainbow brush out her mane? And was that a touch of makeup?

It was!

"Uhh… hey Twilight!" Rainbow said, a slight hitch in her voice.

"Hey Dashie— Dash," Twilight quickly backtracked.

"You… you can call me that if you want," Rainbow replied timidly.

The hint of hopefulness that Twilight heard gave her pause.

"Well, come in Dash, I think we should talk about this… us inside."

Nodding her head, Rainbow walked by Twilight into the foyer, the door clicking shut behind her. Twilight moved forward, gesturing towards the living room they first kissed in,

"We can go sit in there."

A blush quickly spread across Rainbow's face.

"Are we uhhh, gonna…" her voice trailed off.

It took a second, but Twilight quickly figured what Rainbow was talking about.

"No! I mean, not if you don't want to! I would never make you do something if you didn't want it Rainbow! Not that I don't want to!"

A red tinge rose to Twilight's face after her outburst, swiftly matching Rainbows.

"Maybe we should talk somewhere else?" Rainbow said.

"We can go to another living room? Or the kitchen maybe?" Twilight replied.

"The kitchen sounds good."

Twilight nodded, turning around to lead the way. She set off at a slow pace, making sure Rainbow was following her, and once again, the pegasus found her plot too irresistible not to stare at.

Well, Rainbow will be Rainbow, Twilight thought as she put a little more sway into her step.

Twilight didn't speak as she led Rainbow through the crystal hallways, the pegasus remaining silent as well. Thankfully, the walk to the kitchen from the foyer was shorter than her previous one, and in no time at all, the two of them were seated at the surprisingly simple table located there. Both were content to merely look at the tasteful apple decorations scattered around the kitchen.

"Listen, Dash," Twilight finally began, "No matter what happens, we're friends. You mean far too much to me to ever risk losing that." Even Twilight was surprised at the amount of conviction in her voice.

"Same here," Rainbow replied, almost pulling a Fluttershy with the way she was hiding behind her mane.

"Are you okay?" Twilight asked.

The pegasus blushed once again but nonetheless nodded.

"It's just that… you're… a little wet, down there."

For a split second Twilight thought her eyes must have been the size of dinner plates. Embarrassment exploded through her as she realized she must have been a bit more 'invested' in her organization spree than she thought.

"Sorry, I was looking through some stuff earlier and…"

"Oh?" Dash interrupted. "What kinda stuff?"

Twilight blushed, stammering out a response as Rainbow pressed her advantage.

"It must have been some pretty intense 'stuff' to get you as drippy as you are."

Finally responding to the teasing, Twilight shot Rainbow a deadly smirk.

"It’s 'stuff' that I might consider using on you if you don't start behaving, Dashie."

Rainbow immediately clammed up, her wings twitching from the side as she submissively turned her gaze to the table. The two of them sat there in silence once again, both of them trying to fight down roaring blushes.

"Listen, Dash," Twilight said finally, "At the end of the day, I'm going into this just as blind as you are. I really don't know what this is between us right now. I know I love you as a friend definitely, and probably as something more as well."

Rainbow nodded. Her beautiful eyes looking up at Twilight, almost causing the alicorn to freeze up as they locked onto her own.

"Whatever this turns into Rainbow, I look forward to finding it out."

"Twilight," Rainbow replied, "I'm not good with all this mushy stuff, you know that. And I know I have a reputation of rushing into things without thinking, and well, it's not that I don't deserve it." She paused. "I guess what I'm trying to say is that I want this."

Twilight felt a gentle mental push, shifting slightly as a picture of Molly's smiling face appeared along with a weight between her legs. Risking a glance downwards, Twilight saw the black leather collar from earlier.

Taking a deep breath, Twilight once again looked at Dash.

"Alright, Dash, lets figure this whole thing out. However, that brings up the question of tonight. I think we both know that we're going to end up in my bedroom." She paused and Dash nodded. "The question is that are you going to come to my room as Dash..." she levitated the collar up form below the table and placed it in front of Rainbow, "...or Dashie."

Rainbow was absolutely silent as she stared, her mouth slightly open in an expression of shock. Waiting a while to make sure she had Dash's attention again, Twilight eventually continued.

"If you come up with that collar on, you're not going to be Rainbow Dash, you're going to be my Dashie. Make no mistake, we can have plenty of fun either way, but if you put that collar on it's not coming off until I do it myself or you say the safeword."

"Safeword?" Rainbow asked.

Easily slipping into her lecture voice, Twilight replied, "If at any time you feel unsafe or too uncomfortable, just say the safeword and we'll stop whatever we're doing. At no point will I keep going or force you to do something you're not willing to do."

Rainbow nodded her head, "And what would that word be?"

This caused Twilight pause, she simply hadn't thought of one before this.

Any ideas? she mentally asked Molly.

Well, me and Celestia always used Sunbeam in our sessions, and Luna is particularly fond of 'Moonstone', but you don't necessarily have to think of one now. I'll step in if something starts to go wrong, the spirit replied.

"For now, just say 'stop', we can think of one later. I'll be sure to keep everything tame for tonight."

"I'll be waiting in my room. The choice is yours Rainbow.."

With that said, Twilight stood up and made her way out of the kitchen, resisting the urge to look back at Rainbow.

"You did good there," Molly said from beside her.

There was a hitch in her voice as Twilight responded.

"But what if she doesn't come to my room at all?"

The spirit rolled her eyes."Twilight, Twilight, Twilight. I'm sure by now Celestia has stressed the importance of confidence in social interactions. Whatever Rainbow chooses, and we both know that she's going to stay the night, you must be confident tonight.," She playfully nudged Twilight. "I won't stand for my mistress in training to be unsure of herself."

Twilight didn't respond, her ears drooping downwards as doubts surfaced in her mind. She heard Molly sigh beside her, and a few moments later a comforting wing was draped across her back. She didn't resist as Molly gently steered her to her bedroom, and a short while later heard Molly's magic open her door. The room beyond was softly lit by only a few lanterns, the soft light casting shadows on the wall, now bereft of sexual devices.

Molly guided her to her bed, laying her down before crawling in after her. Twilight didn't resist as the spirit pulled her closer, wrapping her up in a mixture of legs and wings. Twilight looked up to see a serenely smiling Molly above her, the spirit not hesitating to lean down and capture Twilight's lips with her own.

Unlike her usual lusty kisses, this one was slow and loving. Neither of them fighting for control, simply savoring the touch of the other. Twilight instinctively returned Molly's embrace, the spirit murmuring appreciatively into the kiss. Slowly, Twilight felt her mind clearing itself of doubts. As long as Molly was with her, nothing could go wrong. It was similar to how Celestia would comfort her when she was younger, minus the kissing of course. Eventually, and almost hesitantly, Molly pulled back, a small smile on her lips, and her eyes locked on Twilight's own.

Twilight found it impossible to look away, her own matching smile quickly making an appearance.

"Better?" Molly asked.

"Yeah," Twilight responded.

"Good."

The two of them laid there for a few moments, simply enjoying the other's presence. However, it couldn't last forever, and eventually Molly gently moved herself away from Twilight.

"Have fun," she said, giving the alicorn a lusty wink before fading away.

Gone before Twilight could react, the mare simply laid her head back down, the comforting aura of Molly's presence swiftly fading from her mind. She let out a heavy sigh, and was unable to stop another smile from spreading across her face. Whatever happened, Molly was right, she would be just fine.

Her introspection was swiftly halted when she heard the door open, the soft clip-clop of hooves on the crystal floor sounding through the room.

"Twilight?" Rainbow said, nervousness clearly evident in her voice.

"Dash?" Twilight responded, swiftly arranging herself in a much more appropriate pose, once again thankful for her new instincts. Now facing the door, she could easily make out Rainbow's silhouette in the door frame.

Rainbow didn't respond, but Twilight could see the mare take a deep breath. She took another step forward, this time her step muffled by the plush carpet. Twilight didn't say anything as Rainbow made her way into the room, the mare slowing down as she got closer. Eventually, Rainbow paused just far enough away to make it difficult to make her out.

Twilight's breath hitched as Rainbow lowered herself down until she was kneeling on the floor. She could feel her heartbeat ramping upwards, her breath coming quicker as she looked at the mare. Once again, Rainbow started to inch her way forward. Ever so slowly, the mare came into focus, making it easy to see the black collar standing in stark contrast to her cyan fur. Twilight didn't say anything when Rainbow stopped within arm's distance of the bed, her eyes staring intently at the floor. Neither of them said a word, the silence weighing heavily between them.

Dash let out a large sigh before looking upwards, her eyes capturing Twilight's own effortlessly. The alicorn was unable to stop a small jolt of surprise form coursing through her when she realized the extent of the determination Rainbow's eyes had within them.

"I want this," she said, her voice powerful and submissive at the same time, her eyes daring Twilight to make the first move.

It was something that Twilight had no reserve in doing, and almost immediately her horn lit up as she ripped Rainbow off the floor. The pegasus hardly had time to let out a startled gasp before she was planted on Twilight's chest. The alicorn cupping her cheek and pulling her into a heated kiss as soon as she was able. There were no words to describe how Twilight was feeling right now. No way for her to tell Rainbow how…happy she was. So she did the next best thing.

Kiss the fuck out of her and hope she gets the message.

Apparently, it wasn't that hard to pick up, because Rainbow swiftly threw her legs around Twilight as she was pulled deeper into the kiss. Twilight responded in kind, her wings wrapping around Rainbow as she pressed their bodies together. The feeling of Dash's supple body against her own was as intoxicating as she remembered, and already there were pulses of arousal emanating from her crotch.

Rainbow was in a similar state, as she was doing her best to grind her crotch onto Twilight's chest. Grinning into the kiss as she felt her fur rapidly become wetted down, Twilight pressed her tongue against Rainbow's lips, not so much asking for entrance as demanding it. Not one to put up a fight, Rainbow swiftly parted her lips. Twilight's tongue diving in and immediately drawing her own into an intricate dance. Doing her best not to break the kiss, Twilight's horn lit up again, spreading Rainbow's legs to either side of her chest as she brought their marehoods closer together.

"Twilight," Rainbow moaned into the alicorn's mouth.

Grinning, Twilight broke the kiss to lightly nibble on Rainbow's ear.

"Are you okay, Dashie?" Twilight asked, taking the chance to give Rainbow's plot a liberal squeeze, resulting in a small squeak from the pegasus, "You seem a little… distracted."

Rainbow responded with a shudder, her body visibly clenching as Twilight fondled her rear. Suddenly, Twilight felt a spray of fluid on her belly, a split second later realizing that Rainbow had cum. Her eyebrows raising in surprise, Twilight couldn't help but giggle as Rainbow trembled on top of her.

"Cumming already, Rainbow?" she asked rhetorically, "You’re lucky I didn't tell you not to, or you'd have to be punished."

Another shudder coursed through Rainbow, her body suddenly going limp as she collapsed onto Twilight's chest. Still whispering into Rainbow's ear, Twilight gladly took Rainbow's weight onto her own.

"Or would you rather I do that anyway?" Twilight giggled.

Rainbow's only response was to moan as a second hoof started groping her plot, shamelessly kneading the supple flesh. Twilight herself would never get tired of Rainbow's new endowment, the soft pillow-like mounds were such good contrast to the athlete's muscled frame. The fact that it was rapidly turning Rainbow into a panting mess was completely superfluous.

A mental nudge accompanied a small flashing in her peripheral vision, quickly bringing her attention to a dildo suspended in Molly's magical aura. It was definitely one of the larger ones, double ended and colored a deep purple, it was covered in a multitude of bumps and ridges. There was no doubt in Twilight's mind that both of them would be screaming in pleasure. Lighting her own horn, Twilight took it from Molly's grip, a mental chuckle accompanying the action.

Rainbow seemed to be almost comatose on top of Twilight, the pegasus draped limply across Twilight's form. Not giving her a warning, Twilight floated the dildo to Rainbow's exposed marehood, her puffy nether lips all but begging to be filled. Slowly, she pressed the dildo against Rainbow's entrance, the pegasus' eyes immediately shooting open as her back arched.

"Twilight!" Rainbow shouted, gasping as she felt the dildo spread her open.

"What?" Twilight asked, her tone bearing no sympathy for the pegasus, "Next time I give myself a cock I'm going to fuck you with it, Dashie. And I guarantee you that it will be bigger than this."

Rainbow looked down at Twilight, something between shock and lust on her face, her eyes asking the unspoken question. Only responding with a grin, Twilight chuckled as Rainbow tensed as the first of the bumps pressed against pegasus' nethers. Rainbow let out a throaty moan as her pussy lips closed around them, the alternating texture playing havoc with her higher functions. Twilight smirked as she stopped feeding the dildo into Rainbow's hungry marehood, the pegasus fidgeting as she instinctively pushed back. However, Twilight held the dildo steady, making sure that Rainbow couldn't get anymore of it inside her.

With a quick thought, she bent the other end of the dildo downwards, angling it towards her own marehood. After a deep breath, she thrust it into herself, pleasure rocketing through her body as she did so. Unable to keep herself quiet, Twilight let out a lusty moan, the sensation of having her inner walls stretched to such an extent was overpowering.

By Celestia! She was so full, her body crying out in ecstasy as the faux-cock claimed her marehood. Gasping as the bumps and ridges ground against her inner walls, Twilight moaned as a mini-orgasm coursed through her. She shifted her hips, a high pitched moan escaping her lips as the dildo seemingly hit every sweet spot her marehood contained. Twilight could feel her feminine nectar flowing from her winking netherlips, lubricating the massive dildo. It took a while, but eventually Twilight came back to herself, panting heavily as aftershocks tremored through her. Still gasping, Twilight finally took notice of a struggling Rainbow, the poor mare trapped by Twilight's hooves and magic.

"Twilight… Mistress," Rainbow murmured, desperation filling her voice.

The pegasus was writhing around, getting what stimulation she could. It was almost pitiful, Twilight thought to herself, how quickly such a proud mare like Rainbow was reduced to this panting, lust-crazed mess. Slowly, Twilight started to push the dildo deeper into Rainbow, the mare letting out a groan of satisfaction after being denied the pleasure for so long. Her struggles started anew, the pegasus almost desperately trying to shove herself backwards. Twilight herself wasn't unaffected by Rainbow's movements, the pegasus' actions grinding the dildo against Twilight's inner walls. Both of them gasping, Twilight let go of Rainbow's plot, the mare immediately sheathing the rest of the dildo in her dripping mound.

Twilight was unable to bite back her moan, throwing her head back against the bed as she sounded her pleasure to the world. She could feel Rainbow's marehood pressing against her own, her clit surrounded by warm flesh. Suddenly, the pegasus let out a throaty groan, her body shuddering on top of Twilight's.

A splash of feminine juices against her nethers clued in Twilight to Rainbow's current state, if the continuous moans and shudders weren't enough. It took a while, but after plenty of deep breaths, both mares managed to come back to themselves enough to look each other in the eyes with some degree of lucidity. Slowly, matching smiles spread across their faces, the two of them happily grinding their marehoods together in a sloppy mess.

"So full," Rainbow said, her voice hoarse, punctuating her statement by another wriggle.

Twilight chuckled, once again grabbing ahold of Rainbow's plush rear and lifting her upwards.

The pegasus' back arched and a loud moan emanated from her mouth as she felt the dildo dragging itself out of her marehood, the bumps and ridges giving her no mercy as they ground against her inner walls. Twilight could feel Rainbow's marecum running down the toy, a surprising amount considering the pegasus' size.

"Come on," Twilight said, "Don't make me do all the work."

Punctuating her statement by dropping Rainbow back down, the pegasus' nethers offering no resistance as the toy drove itself into her. Twilight let out a small, pleasure-filled grunt as Rainbow's crotch impacted wetly against her own, causing the toy to shift in her own marehood. Not pausing however, she lifted Rainbow up again, the pegasus crooning her enjoyment as Twilight pony-handled her.

"This is the best you can do, Dashie?" Twilight said challengingly, "I expected more from the fastest pony in Ponyville."

Twilight quickly built up a steady pace, the meaty thwap of Rainbow's plot hilting on the toy quickly reverberating through the room. Rainbow herself was moaning continuously, spiking upwards with every slap of her crotch on Twilight's. Slowly however, Rainbow got her legs underneath her enough to contribute, and slowly but surely Twilight's efforts were growing redundant as Rainbow's own efforts picked up. Grinning, Twilight watched as Rainbow enthusiastically humped the dildo, her face screwed shut in concentration.

Twilight's brow furrowed as an image of a smirking Molly suddenly appeared in her mind, only for her mouth to drop open in surprise as the toy started thrusting into her. Letting out a loud wail, Twilight instinctively humped upwards as the toy plunged in and out of her. Wet schlicking sounds playing the harmony to her and Rainbow's combined moans. Somehow, Rainbow's lips found hers, the two of them engaging in a sloppy kiss as they fucked themselves on the dildo.

Her mind overwhelmed by sheer sensation, Twilight felt like her insides were on fire as the dildo mercilessly plunged in and out of her, stretching her marehood to its limit before pulling out and leaving an immense sense of emptiness in it's wake.

Once again Twilight started yanking Rainbow down their shared toy, reveling in the impact of Rainbow's marehood against her own. Spikes of pleasure rocketed through her each time her clit rubbed against Rainbow's, the toy seemingly hitting just the right spots to force the two together.

"Faster!" Twilight shouted, grunting as her marehood impacted Rainbow's once again. The pegasus let out a yelp of her own, but nonetheless managed an affirmative response. Their kiss resumed as they quickly ramped up into a maelstrom of movement, their plots little more than blurs as they fucked into each other. The wet slaps of their crotches periodically spiking upwards as the dildo hit a particularly sensitive spot.

Suddenly, the damn broke,Twilight staring in shock as Rainbow let out a huge scream, her voice so racked with pleasure that it almost broke. Gasping as huge spurts of marecum splashed down onto her, Twilight watched in awe as Rainbow was rocked by a truly titanic orgasm. The pegasus' body quaked, legs clenched, and back arched as waves of ecstasy coursed through her. Twilight could feel her own orgasm crying out in disappointment, Rainbow's orgasm having interrupted the journey to her own. Before she could say anything however, Rainbow burst into motion. Twilight gasping as Rainbow thrust downwards, once again driving the dildo into her.

"Rainbow!" Twilight exclaimed, not expecting the sudden motion.

The pegasus didn't respond however, merely pulling back before thrusting downwards once again. Using the speed she was known for, she humped up and down, Twilight helpless but to do her best to ride out the pounding Rainbow was giving her. Grunting with every meaty slap of Rainbow's crotch against her own, Twilight could feel her plot jiggle with every impact.

"Oh, yes!" Twilight shouted as Rainbow shifted her angle, the dildo hitting an entirely fresh set of sweetspots.

Her legs quaking and voice breaking, Twilight screamed as she was sent hurling over the edge, Rainbow not slowing down as the alicorn shouted her pleasure to the heavens. Obscene amounts of marecum erupted from her marehood, covering Rainbow's chest and stomach in a sheen of sex. Stars were exploding across Twilight's vision as wave after wave of pure, unadulterated euphoria crashed through her. Instinctively, she felt her hips jerk back and forth, desperately trying to milk the dildo for its nonexistant cum.

After what seemed like forever, Twilight finally went limp, her energy completely spent. Aftershocks periodically coursed through her, interrupting her hazy afterglow with random jolts of pleasure. Sucking in deep lungfuls of air, Twilight tried to piece together her scattered mind, the fact that Rainbow had collapsed on top of her not helping.

"By Celestia…" Twilight murmured. "That was amazing."

"Couldn't leave you hanging," Rainbow replied with a small smirk. Her voice sounded just as tired as Twilight's.

Twilight couldn't help but chuckle, giving Rainbow a quick kiss on the forehead as she laid back down and simply basked in the afterglow. The two of them relaxed for a short while, merely enjoying the other's presence as their minds and nethers recovered.

"You know, Dash," Twilight said, breaking the silence. "I think you deserve a little reward for that."

Rainbow's ears splayed back as she nervously looked at Twilight.

"What type of reward?" she asked, something between apprehension and hopefulness in her voice.

Twilight made a show of tapping her chin, humming thoughtfully as Dash gazed at her.

"Well, first let's do something simple."

Her horn lighting up again, Twilight quickly focused on the piercing in Dash's dock. Her magic easily up to the task, she set about melting and reshaping it. Soon enough, the lightning bolts were transformed into a simplified version of Twilight's cutie mark, now colored a deep lavender.

"There we go," Twilight said, a simple spell showing Dash what she had done, the pegasus looking at her new adornment with a blank look. Flicking the tag on Rainbow's collar,
Twilight gave Rainbow a teasing smile.

"Now, you'll always know that you're mine, considering you can't wear this all the time," she paused and gave it a bit of thought, "well you can, but I think we both know that it wouldn't exactly be conducive to a productive work day, especially considering all the ponies in town would simply fantasize about us two together."

Rainbow nodded, a grin breaking out on her face.

"Yeah and if a pony does manage to see it, we'll both know that they've been sneaking looks."

Twilight giggled, "And exactly who will be punishing them."

The two of them shared a small laugh as Rainbow affectionately nuzzling her head under Twilight's chin. Unfortunately, the small movement once again shifted the dildo still buried inside of them, both ponies gasping as their nethers once again started to pulse with arousal.

"You know," Twilight smirked before placing her muzzle directly next to Rainbow's ear, "I think you deserve another reward."

Rainbow blushed, the sheer sultriness in Twilight's voice managing to wring a response out of her despite the fact she was currently sharing a dildo with the alicorn.

Once again Twilight's horn lit up, holding the equivalent of an open hand out while, sending a mental nudge to Molly for assistance. Almost immediately Twilight felt something appear in her magical grasp, causing her to mentally roll her eyes at the spirit’s enthusiasm. Only to transition into a deep sigh when she caught sight of what was floating in her magic. Twilight should have known Molly would pull something like this, because hanging in the air was the giant blue dragon dildo from earlier. Before she could cast it away and order that Molly give her another one, she felt Rainbow shift as the pegasus caught sight of the massive toy.

"Whoa!" the pegasus exclaimed, her mouth dropping open almost comically.

Mentally facehoofing, Twilight made a note to get the spirit back at some point, however unlikely that was.

"What? Don't think you can take it, Dash?" Twilight said, bringing the toy closer to them.

The pegasus' gaze quickly shifted back and forth between Twilight and the faux-cock.

"Is that a dragon dildo?" Rainbow finally asked, the other half of the question left unasked.

"I know what you’re thinking, Dash, and the fact that I own this dildo is in no way or shape related to Spike."

Just getting you two… prepared, Molly said, a teasing lilt to her voice.

Twilight sighed, she was totally not in the mood for this.

"Uhh… Okay," Dash said, her voice betraying her skepticism.

Staring blankly at Rainbow, Twilight magically grabbed the half of the dildo in the pegasus' marehood, pulling it out without warning. Immediately Dash's body clenched and she moaned as her marehood was suddenly vacated. Without pause, Twilight pressed the massive dildo to Rainbow's nethers, force rubbing it against the pegasus crotch. Her back arching, Rainbow groaned as a fresh wave of her marecum spilled from her marehood, drenching the toy. After sliding it up and down a few more times, almost immediately Rainbow turning into a moaning mess once again, Twilight was satisfied with the amount of lube.

Pulling the dildo away, Twilight pressed the exposed half of the dildo against Rainbow's nether lips, the pegasus instinctively sitting down on the toy. A sound of complete satisfaction escaped from Rainbow's mouth as she was filled once again, squirming in Twilight's lap as she sought stimulation. Smiling at how easily she distracted the pegasus, Twilight brought the dragon dildo upwards, pressing it against the crinkled star of Rainbow's plothole.

Immediately Rainbow's eyes shot open in surprise, looking at Twilight in disbelief. She opened her mouth to say something, only for a moan to escape instead as she felt the pressure increase against her backdoor. It took an impressive amount of effort, Dash's anal ring putting up a good fight, but eventually it bowed to the inevitable and the first few inches of the didlo sipped inside. Twilight smirked in victory, taking no small amount of enjoyment in the way Rainbow was squirming on her chest.

"You know, Dash," Twilight said, pushing a few more inches into Rainbow, "When I gave you that plot you enjoy so much, I took the chance to increase the sensitivity of your ass."

She thrust a few more inches inside, a strangled groan erupting from Rainbow's throat

"It should be just as sensitive as your pussy is." She accentuated her statement with another push.

Twilight could see some measure of shock at her words, but it was silenced as she fed another inch of faux-cock into Rainbow's tight ass.

"How do you feel, Dashie?" Twilight asked, half of the dildo now buried in Rainbow. It was obvious how it was affecting her, the pegasus' eyes blank and unfocused as she humped back against the toy.

"Twilight," Dash finally managed to croak out, her voice pleading for more.

Giggling, Twilight complied, grabbing ahold of Rainbow's plot and spreading the cheeks as wide as possible for the rest of the dildo. Mercilessly, she thrust the last half of it inside, not stopping until the base of the dildo rested against Rainbow's plot. Something between a scream and a banshee's wail exploded from Rainbow, the mare's back arching wildy as a huge spurt of her marecum erupted from her marehood. The combination of having her ass and pussy stuffed to capacity was too much for the pegasus to handle.

"Cumming already?" Twilight smirked, pulling the dildo out of Rainbow's clenching ass. Moaning deliriously as the emptiness, Rainbow managed to get her hooves under her to thrust her plot backwards.

"No no, none of that," Twilight chastised, tightening her grip on the pegasus. She could feel Rainbow struggling in her grip and pursed her lips as she thought what to do.

"Dash," Twilight said her voice firm, "be still."

It took a while, but eventually Dash calmed down, her body still shuddering periodically, but otherwise calm.

Good, Molly said, make sure she know's who's boss here.

"Good girl," Twilight said, patting Rainbow's plot in appreciation. The pegasus herself caught between her desire to be filled and to obey Twilight's orders.

Slowly, Twilight pushed the dildo back inside Rainbow in one steady motion. The pegasus' moans crescendoed as the dildo plunged deeper and deeper into her, peaking as the base hit her plot with a heavy slap. Twilight twisted the dildo back and forth, making sure the ridges on the dildo ground hard against Rainbow's inner walls. Not stopping the twisting motion, Twilight pulled the dildo out, stopping with just the head left inside before thrusting it inside once again.

Rainbow's tongue lolled out of her mouth as Twilight fucked her with the dildo, inexorably filling up then leaving her gapingly empty. Twilight looked at Rainbow with some degree of sympathy, the combined sensations of the dildo in her ass and the dildo still in her marehood left no wonder as to why the pegasus was in such a state. It was pretty obvious that Rainbow was in a constant state of orgasm, jets of her marecum spurting form her nethers with every thrust of the faux-dragon cock.

Slowly, Twilight increased the pace of her thrusting, Rainbow moaning appreciatively every time the cock hilted in her. Soon enough the cock was little more than a blue blur as it sawed in and out of the pegasus, Rainbow's head thrown back in ecstasy as a steady stream of moans and half formed words sounded from her mouth. .

Twilight knew that she couldn't keep this up for long, eventually Rainbow would just fall unconscious. And despite how satisfying it would be to literally fuck Rainbow into a stupor, it would be immensely more satisfying to do so with a real cock. So, with some amount of displeasure, Twilight finally pulled the dildo all the way out of Rainbow's ass, the pegasus' sphincter clenching at nothing as the dildo left it. Rainbow herself let out a long sigh, falling limp on top of Twilight as the aftershocks of her orgasm jolted through her.

The two of them laid there for a long while. Merely enjoying the touch of the other.

"How are you feeling?" Twilight asked eventually, her voice low and tired.

Rainbow groaned.

"Good, but I'll be sore in the morning," finishing her sentence with a chuckle.

"My magic will make sure you aren't," Twilight replied.

"Thank Celestia for that."

The two of them lapsed into another silence. Twilight sighing deeply as another thought occurred to her. At this point, it was a given that she would be sleeping with other ponies beyond Rainbow, and while she didn't think the pegasus would have a problem with it considering their activities earlier that day, it was nonetheless a weighted question.

"Listen, Dash," Twilight said, "You know you're not going to be the only pony sleeping in this bed with me right?"

Rainbow let out a deep sigh of her own before looking at Twilight with a tired gaze.

"I figured that out by now, Twilight, and listen, what we did with Pinkie today was fun, we both know that. And it's not like you're going behind my back with it. Just… as long as I get to sleep like this every night, we're cool."

Twilight smiled, leaning down and giving the pegasus an affectionate kiss

"Alright, Dash," Twilight replied, "I think I can manage that. Now, I think it's time for bed."

Rainbow's brow furrowed in confusion.

"You aren't going to take out the other dildo?"

"What do you think, Dash?"

Author's Note

FINALLY IT LIVES!

This took too damn long to get out to you guys, and I apologize for that, but I'm back! The writing thing is happening again! I hope to get on track for regular updates of this fic and other things barring nothing crazy happening in real life. The majority of this was also written live, something new that I've enjoyed doing. So expect more of that.

Sadly, Jake The Army Guy wasn't able to edit this chapter but, was able to find someone who could. So huge thanks to Habitual for stepping in and helping me out, and even agreeing to help me with the fic for the foreseeable future.

Moving on, I need ideas for a safeword for Twilight to use. I have some ideas, but aren't to stoked about any of them. So please comment if you have an idea, I'll be sure to give you credit for it. Also, reference to awesome BDSM fic on this site is obvious. I'm pretty sure its impossible to miss is you know the referenced work. In case you don't know the source work, here's a link.

Read it.

Thats about it for now,
Gold4tune out, pce /)

That Moment When Your Friend Sits On Your Face

Applejack grunted as she bucked another apple tree, the ripe fruit falling heavily to the baskets below. She wiped the sweat from her brow and looked down the row of trees, each one with identical fully baskets below them. She grinned at her day's work before glancing half dozen or so left, grateful that she was finally wrapping up the day.

Thunk

She let her mind drift off to ponder one thing or another as she settled back into a steady rhythm. Usually she thought about Apple Bloom's latest adventures, the next day's work, or even when she was feeling particularly carefree, the fact that she hadn't had a good lay in much too long, but this time she was thinking about something completely different.

Thunk

Her hooves impacted the thick bark of another tree, the patter-patter of apples following shortly after. The news of Twilight's 'Second Ascension,' or more simply 'transformation' that all of the town seemed to be talking about filled her mind. The first time one of her customers had come up telling her about her friend's new stature, she’d waved them off, simply disregarding it as another of Twilight's experiments. But by the fourth pony who’d told her the same thing, and also mentioned that Twilight had seemed perfectly at home in her new body instead of freaking out in that uniquely 'Twilight' way, Applejack had finally been convinced that it was an intentional action.

Naturally, this had brought up the question of why Twilight hadn't called all of the Elements together to announce it or something along those lines. It didn’t make any sense. If it truly was something as major as it seemed to be, why hadn't that happened?

Thunk

Applejack kicked on autopilot after that, not knowing whether to be worried, irked, or something else, until a muffled yell in the sky stole her attention. Applejack looked upwards, and she saw a couple of weather ponies collecting the last of the day's loose clouds. She watched them for a bit, not really being able to tell who it was, but it was easy enough to figure out it wasn't Rainbow Dash up there due to the distinct lack of loops, spins, and ego.

This of course brought Applejack to the more… scandalous rumours she’d been hearing around town. She tried to stay away from gossip as that was more Rarity's specialty, but she did pick up a few things here and there. According to Cloud Kicker (unreliable narrator that she was) Rainbow Dash had spent the last two nights in Twilight's Castle, and during these last two nights, there could clearly be heard the cries of ‘a mare getting the fuck of a lifetime.’ Now, Applejack was not a pony to judge another based upon what they did in their bedroom or who they did it with (to a point, of course) but the fact that the rumour was about two of her closest friends changed things a little.

Thunk

If it was true, she couldn't be happier for the two of them. Celestia knows how long Rainbow had been making googly eyes at Twilight, and it’d been getting annoying, truth be told. If she’d finally gotten up the guts to tell Twilight how she felt, well, more power to her. But if that was the case, why wasn't she telling everypony possible?

Bless her heart, but Rainbow's pride wouldn't let her do anything less.

There was also the fact that Rainbow had seemed a good bit more, well, endowed when she’d said hi in the market today. Not that Applejack was one to stare or anything, but Rainbow's sudden change from tight to voluptuous was pretty damn hard to miss.

What exactly had happened there?

Applejack bit her lip, trying to banish the image of Rainbow's ass from her face, not wanting to deal with the after effects of dwelling on such an image. It was easier said than done, however, and swiftly the memory of Rainbow swishing her tail to the side to reveal a purple-star piercing on her dock caused her breath to hitch.

THUNK

Applejack kicked the tree a bit too hard, resulting in a few apples missing the basket. She let out a disappointed sigh. There went her perfect record for the day. Slowly, she rested her forehead against the tree, closing her eyes as she re-centered herself.

She could think about her friends' asses later. There was still work to be done.

“One more, and then dinner.” Applejack made her way to the lone remaining tree and gently rubbed its trunk with a hoof. "Give me something good, alright Wernstrom?"

Turning around, it only took her a second to position herself properly, her powerful muscles clenching and flexing… and with a practiced motion, her hooves flew at the at the bark.

Thunk

Fwumph!

Applejack fell to the ground amidst a swirl of fur and feathers, her muzzle suddenly buried in something both very wet and warm. Her eyes slowly refocused... and the magnificent curve of Rainbow's ass against the afternoon sky filled her vision.

Which meant her muzzle must be buried in…

Applejack let out a muffled grunt, her body shifting and writhing under Rainbow in order to dislodge her. Unfortunately, it seemed as if Rainbow was still asleep, and her dead weight combined with Applejack's lack of leverage made it almost impossible to heave her off. Groaning in frustration, Applejack grabbed ahold of Rainbow’s backside, her hooves sinking into the firm, supple flesh, and lifted upwards.

Schlick!

Applejack managed to free her muzzle from Rainbow's crotch, revealing the soaking mass that was her friend’s marehood. This also had the result of allowing the afternoon light to illuminate Rainbow's plothole, and Applejack could clearly see that a butt-plug emblazoned with Twilight's cutie mark was firmly lodged inside.

Applejack's eyes glazed over, unable to tear her gaze away.

"Applejack?" Rainbow's groggy voice sounded from between her friend's legs. She shifted a bit, and inadvertantly, her movements once again forced Applejack's muzzle into her soaking marehood.

“Mmf!”

Now properly aware of what was happening, Applejack's senses were invaded with the potency of Rainbow's essence. The thick, heady smell of her friend’s arousal filled her nose as nectar seeped into her mouth, and it was all she could do to suppress her instinct to extend her tongue to get more of it.

"Oh! Hello, Applejack's crotch," Rainbow said happily. "Good to finally meet you!"

Rainbow made no move to get off. If anything, she just sat more heavily on Applejack's face and wiggled around a bit, enjoying the pleasant sensations. This brought the butt-plug right up to Applejack's eyes, and the sight once again dominated her vision.

Applejack adjusted her grip on Rainbow's ass once again, finally getting the leverage to fully lift the mare off of her. She managed to free her muzzle from her friend's nethers, but this brought the sight of everything into perfect focus, searing it into her mind.

Applejack pushed Rainbow off, throwing her to the side as she scrambled back to her hooves.

"Rainbow!" Applejack shouted, not knowing to be angry or... something else.

"Oh, hey Applejack!" Rainbow said with a grin. "Just got back from a nice meeting with your crotch. I'd like to hang with it again one day."

Applejack’s mouth dropped open. It wasn't crazy for Rainbow to make some lewd joke every now and then, but that… that was very different than her usual fare. And the worst part was that there was a strong possibility that Rainbow didn't mean it as a joke.

Rainbow let out a long yawn before glancing up at the sky. "Ah, horseapples!" she spread her wings and winked at Applejack. "Sorry, I'd love to stay and chat, but Twilight's expecting me. Don't want to keep the mistress waiting, you know?"

She lifted off into the air, not bothering to hide her crotch at all as she did so, and with that she blurred away, leaving nothing but a rainbow contrail and what could only be drops of her… ‘drool’ behind.

Applejack stood there for Celestia only knew how long, her mouth open wide in shock. Slowly, she turned around and headed towards the farmhouse, her mind trying to reboot itself but not being able to get past the image and feel of Rainbow's crotch.

She managed to wind her way through the orchard to the barn, where a sweaty Big Mac had just finished unhooking himself from the plow. He greeted her with a wave and a grin, his brow furrowing as he took in his sister's dazed state.

"Applejack?" he said as she passed him, his nostrils flaring as it took in the scents of two different aroused mares. The mare in question turned to him, her eyes showing a great amount of shock.

"Big Mac," she replied, the fur on her muzzle glistening in the sunlight.

“Hold up a minute,” He motioned to his face. "You uh… you got some…” He swallowed hard. “You know what? Just clean yourself up before going inside. I doubt you want Granny and Apple Bloom seein’ ya like that."

****

After a quick trip the the restroom, Applejack sat herself down at the food-covered dinner table, joining the rest of her family.

"What took you so long, Applejack!?" Apple Bloom asked, no small amount of exasperation in her voice. "I'm starving!"

A swift glare from Granny Smith immediately quieted the filly, who at least had the decency to look apologetic at her outburst.

"Sorry," Apple Bloom said to Applejack before looking at the elderly mare, "but can we eat? I am starving."

Granny Smith let out a huff, but nonetheless nodded her head, knowing that she had to take what she could in situations like this.

The Apple family swiftly started to dig into the meal, hungry after a hard day's work. There was little chatter as they each took their first portions, each of them more preoccupied with filling their plates than conversing with one another. Applejack accepted the maple-glazed yams from Big Mac, licking her lips at the prospect of feasting on the sweet dish, but then suddenly, her mind was filled with a vision of Twilight standing in front of a stove, her tail lifted upwards to expose her marehood.

"Oh, hello Rainbow!" Twilight called out over her shoulder, not wanting to look away form her work on the stove. "Dinner's almost ready, but your appetizer is waiting for you." She glanced towards her nethers, clearly indicating what the 'appetizer' was.

"Mmmm… Looks delicious," Applejack said back, but in Rainbow's voice.

Without question, Applejack made her way in between Twilight's legs, her gaze locked on the exposed marehood in front of her. Bringing up her hooves, she grabbed ahold of the truly divine plot that the alicorn was now graced with, providing even easier access to the delicious looking snatch in front of her. However, that didn't stop her from reveling in the sensation of Twilight's ass molding around her hooves, the supple flesh all but swallowing them.

"Well, dig in."

"Applejack!" Apple Bloom called out, shaking the mare from her daydream.

Applejack shook her head. "Wuh?"

"I said, can you pass me the yams if you're not gonna have any?"

Furrowing her brow, Applejack finally realized that she still had the dish in hoof.

"Oh uh…" she swiftly scooped a fair portion onto her plate before passing it to her younger sister. “Yeah. Here.”

Applejack barely noticed the filly's thanks, her mind trying to figure out what had just happened. What was that? It surely felt like a daydream, but they never felt that realistic. And why had she spoken in Rainbow's voice? She filled the rest of her plate on autopilot, her mind too busy making sense of what just happened. The sticky feeling was starting to make itself known between her legs again, and she’d rather not have that happen at the dinner table. But as she scooped some food into her mouth, she couldn't help but hold onto the image of Twilight's nethers inches from her face, just begging to be devoured...

"Sis?" Big Mac asked, his comment registering somewhere on the fringes of her mind. Not having the presence of mind to respond, the stallion called out again, only to be met with the same effect.

"Sis!" he shouted this time.

Applejack jumped, startled by the volume of Big Mac's voice.

"Sheesh, Applejack!" Apple Bloom commented, "How do you expect us to include you in dinner if every time we ask you something you act like a snake jumped up and bit ya?!"

Bzzzz! the buttplug buried in her ass vibrated, the toy sending shockwaves through her body. Applejack let out a mixed groan of frustration and arousal, clutching her fork in a death grip.

"Something wrong, Rainbow?" Twilight asked, with what appeared to be genuine concern in her voice.

"I'm fine," Applejack responded, her face flushed with arousal from the anal toy.

A strangled moan sounded from Applejack's throat, the buttplug, while not huge per say, was still on the far side of very big. Even sitting in this chair would cause her muscles to clench around it, and even the slightest movement grinded it against her inner walls.

"Are you sure? You seem a little… jumpy."

Bzzz!

Applejack mentally ripped herself away from her fantasy, the pulses of arousal coursing through her body. She took a few deep breaths before looking at her sister.

"Sorry Bloom, I uh… must be a bit more tired than I thought," Applejack said, a little bit sheepishly.

"Maybe you should get to bed early then," Apple Bloom replied.

Applejack bit her lip. Maybe she should. A least then she’d be able to get rid of the itch between her legs!

"I think I will, but let's finish dinner first."

Thankfully, it seemed that her mind was done playing tricks on her for the time being, and Applejack was able to have a mostly normal dinner with her family. Finally being able to properly tune into the conversation, Apple Bloom was happy to repeat what she had just said about her latest cutie mark escapades. The rest of dinner passed without fanfare, and Applejack managed to bring her nethers back under control.

"Alright," Granny Smith said as they cleaned off the last of their plates. "I'll be right back with some pie."

"Awesome!" Apple Bloom exclaimed., "I’d love some--"

"--dessert," Twilight said as she leaned back from the table, exposing the positively titanic cock between her legs. It was big enough to make any stallion green with envy, twitching visibly with every heartbeat.

Applejack couldn't take her eyes of it. Twilight's member just looked so… delicious. Already a small stream of precum was running down it's length, and a shiny trail led to the pair of full, heavy balls contained within her drooping sack.

Applejack swallowed thickly, already beginning to drool. “Twilight…”

"Come on, Dashie," Twilight cooed, "I haven't stuffed you full yet, have I?"

Applejack slammed her hooves down on the table, shocking both Big Mac and Apple Bloom.

"I'm going to my room!" she shouted before turning away and bolting up the stairs. Seconds later they heard the slamming of a door.

"She doesn't want any pie?" Apple Bloom asked before letting out a shrug, "Oh well, more for us, I guess."

"Eeyup."

****

Applejack threw herself onto her bed with an exasperated groan. Shifting her legs, there was the distinct feeling of wetness between them, and the heady scent of her arousal was rapidly filling her room.

What was that all about!? Why was she suddenly fantasizing about her friends like that? Not that she didn't think her friends weren't worth fantasizing about, quite the opposite in fact, but to do so at the dinner table, with all of her immediate family present? There must be something wrong with her.

Ugh, the sensations were so clear. Even now she could feel the ghostly vibrations from the butt-plug coursing through her! Other than a few daring nights in her younger years, Applejack hadn't experimented with anal play. And none of those times had felt anywhere as good as what she just felt. No, no, thought she felt. Applejack let out a moan as another burst of arousal emanated from her marehood. But it had felt so good...

Applejack let out an annoyed groan. She was horny enough that simply ignoring it wouldn't make it go away, so there was nothing else to do but to take care of it. She rolled onto her back and spread her legs to expose her dripping marehood to the empty room, moaning in relief as she brought her hooves downwards and teased at her sensitive folds.

Applejack didn't bother to stop the soft, feminine grunts from escaping her lips. The farmhouse was built sturdy, and the odds of anypony hearing her were low. She built up a steady pattern quickly, one of her hooves softly caressing her slit as the other carefully exposed her clit, the sensitive nub happily poking outwards from her nethers. She gasped at the first touches, a lance of pleasure shooting to her core immediately afterwards.

It had been far too long since she’d done this. Her marehood was positively gushing, rivulets of her nectar running from her slit, the fluid covering her crotch in a sheen of sex. Letting out a loud moan, Applejack bit her lip as she teased her clit, the resulting burst of pleasure powerful enough to make her lift her hips off the bed. A steady stream of marecum dripped onto the bedsheets, and she collapsed back to the bed with an exasperated groan, the small release doing nothing to head off the building tension in her core.

It was usually a relatively quick journey to her first orgasm when she masturbated, which then cascaded into a quick chain of ever more powerful eruptions. She would ride the wave of pleasure as long as she could before stopping from either satisfaction or exhaustion, but right now she just couldn't get going. Gasping as she reached another small crest, Applejack once again fell to the bed in disatisfaction. It seemed she was going to need to try something else.

Her mind drifted back to the… fantasies she’d had at dinner. Immediately a burst of pleasure rocketed through her, and a loud moan escaped from her lips. Applejack kept on pleasuring herself through her renewed arousal, her hoof rapidly being drenched as marecum drooled from her nether lips in thick streams.

"So I have a reward for you, Dashie," Twilight said, swaying her plot back and forth in front of Applejack.

Applejack gulped, the presence of a collar around her neck easily identifiable. It was loose enough to be comfortable, but tight enough to be impossible to ignore. The butt-plug was still happily housed in her ass, grinding against her inner walls with every step.

"What for, Mistress?" Applejack asked. Her bloated gut slightly swayed beneath her as testament to her mistress' virility, and her mouth and throat felt pleasantly sore.

Twilight stopped in front her bedroom doors, turning around to give Applejack a proud look. "For following my orders, of course! I told you, Dashie, when you do as I say, you get rewarded, and if you don't, you get punished."

She leaned down and captured Applejack's lips in a heated kiss. Her tongue swiftly dove inside her lover’s mouth, and Applejack submissively allowed the lithe organ to dominate her own. For a while, the entire world disappeared, the sensation of Twilight's lips and tongue the sole sensation, but eventually she pulled away, a thick strand of their mixed saliva hanging between them.

"And right now, I’m very happy with you.” Twilight winked before spinning on her hooves, opening the heavy doors with a burst of her magic. “I think you'll enjoy what I have for you."

The room beyond was well lit, and Applejack's mouth couldn't do anything but drop open in shock as she saw what was waiting on the bed. Pinkie Pie's gloriously voluptuous plot was raised high into the air, her rear legs were spread wide by a spreader bar. Ropes stretched from her rear hooves to somewhere under the bed, making sure she wasn't going anywhere. Sheer black stockings hugged her lithe legs, stopping just under her ass, and a plastic box was strapped to her thigh, with wires leading out of it to multiple egg-vibrators located on her crotch. There was one on each of her nether lips, one on her clit, at least one leading deep into her marehood, and last of all, the end of a butt-plug, exactly the same as Applejack's own, filled Pinkie’s plot hole. Her crotch was positively drenched in a copious amount of her marecum, and steady rivulets of it were running down her thighs.

Bzzzzzz!

The vibrators on Pinkie buzzed. She letting out a loud whine of pleasure and frustration, a fresh stream of her nectar coursing down her legs.

"Well, come on," Twilight said, no small amount of satisfaction in her voice. "Let's take a better look at your prize for the night."

Applejack dumbly followed after, her eyes locked on her friend tied to the bed. The two of them walked around to Pinkie's front, and Applejack was once again shocked to find what she saw. Matching stockings were on her front legs, which were tied together and stretched in front of her. They in turn were tied to something under the bed, making sure Pinkie couldn't move from her face down, ass-up position. A shiny red ball-gag was in her mouth with thick strands of her drool falling to the sheets below, and what seemed to be ear plugs could easily be seen in her ears.

"Glorious," Twilight said, a broad smile on her lips, before turning to Applejack. "Well? What do you think?"

Applejack felt her mouth open and close a few times, trying to figure out what to say.

"Oh, this is entirely consensual, by the way,” Twilight added. “She was all too happy to help me out once I explained things to her."

Applejack looked from Pinkie to Twilight, the surprise still evident on her features.

"How long has she been like this?" Applejack eventually asked.

"Hmmm…" Twilight tapped her chin a few times. "Three hours and thirty-four minutes, give or take a few? I wasn't exactly keeping perfect track of the time as I got her ready."

Applejack once again didn't know how to respond.

"But do you want to know the best thing?" Twilight leaned in to whisper in Applejack's ear. "She hasn't been able to cum… not even once. Poor Pinkie Pie, tied to the bed and kept on the precipice of the biggest orgasm of her life, only to be denied it again, and again, and again..."

Applejack couldn't deny the effect Twilight's words were having on her. A blush rose to her face as her tail began to flick back and forth.

Twilight leaned back with a shit-eating grin on her face. "The only thing that can send her over the edge is a good hard cock pumping her full of cum. But what a shame, I’m afraid I’m rather pooped from our little fun earlier. It looks like I won’t be able to help her for a while.”

Twilight circled Applejack with a predatory grin on her face, making sure she brushed against her every chance she got.

"Well, Dashie? What do you say? Do you think you could help poor ol’ Pinkie Pie out?"

A purple cloud of magic suddenly enveloped Applejack's crotch. She let out something between a gasp and moan as the familiar tingling sensation of Twilight's magic made itself known, and slowly, what could only be a cock began to sprout from between her legs, the pillar of flesh quickly surpassing a normal stallion's in both length and thickness. After a short bit it stopped growing, and while not as large as the package Twilight usually carried, it was still long enough that she could suck herself off without any significant effort. A matching set of balls soon joined her new organ, the orange-sized orbs hanging low between her thighs. She could all but feel the massive amount of cum swimming inside them.

Slowly, a grin spread across Applejack's face. "Yeah, I think I could do that."

Twilight chuckled and gestured towards their bound friend, still writhing as much as she could in her bonds.

"She's all yours."

Applejack grinned as she stepped closer to Pinkie, the thick scent of a mare in need quickly filling her nostrils. She walked around in a slow circle, taking notice of the way her hard cock and heavy balls swayed with every step. It was impossible to not admire Pinkie's impressive physique, even more so with how sexy she looked as a panting, sweaty, and desperate mess. She stopped just behind Pinkie, taking in her gorgeous ass and dripping pussy, both full on display.

Applejack heaved herself up onto the bed, her hooves sinking into the soft, plush material. Feeling the vibrations, Pinkie let out a needful moan, her ass lifting even higher as her marehood winked lewdly, a fresh stream of her cum running from her slit. It was a shameless display of lust and desire, and it was one that Applejack couldn’t get enough of.

"You told me before how much you envied Pinkie's ass," Twilight said from behind her. Applejack turned and saw that her mistress was splayed out on a loveseat, not bothering to hide that she was masturbating herself to the sight in front of her. "Don't you think this is a good opportunity to show me just how much? I made sure she was nice and clean for you. Oh, and don't worry about lube. I took care of that, as well."

Applejack turned back around, the sight of Pinkie's huge plot dominating her gaze once again. Smirking, she reached a hoof upwards towards the butt plug happily buzzing away. At the first touch of a hoof on her plot, a moan of pure unabashed desire exploded from Pinkie's gagged mouth. She shoved her ass as far back as her bonds would allow, bringing her dripping nethers inches from Applejack's hungry gaze. Chuckling, she grabbed ahold of the plug and began to slowly, but insistently, pull it out of Pinkie's puckered ponut.

It was no easy feat. Pinkie's inner muscles were doing their best to hold the toy inside her, and the thick ring of her anus was clenching visibly, all but daring Applejack to try and take her prize. Not one to quit, Applejack tugged a little harder, and surely enough the shaft of the toy began to be revealed. It was still vibrating while Applejack slowly took it out, and Pinkie moaned deliriously from the source of pleasure leaving her.

A short while later, Applejack held the shiny, lube-covered toy in her grasp, and Pinkie’s plothole was left gaping slightly, all but begging for something else to fill it.

Applejack cocked her head as an idea came to her. It certainly wasn't something she'd do under normal circumstances, but Twilight did say she’d made sure Pinkie was nice and clean. Smirking, she leaned forward until Pinkie's plot filled her entire vision, then closed her eyes and extended her tongue. Pinkie let out a long, muffled wail at the first touch of a wet, slippery tongue on her sensitive plothole, but nonetheless bucked back into it, desperate for more of that heavenly feeling.

Back in her bed, Applejack's eyes shot open as she finally realized what she was fantasizing about. What they hay?! She certainly didn't have something for Pinkie's ass! Not that it didn't make her jealous from time to time, mind you, but that sure as Tartarus didn't mean she wanted to… to eat out her friends plot! Ugh! Applejack groaned as her persistent hooves reluctantly left her folds, and she shuddered as she came down from her high, a small final crest of pleasure coursing through her.

Applejack’s head was awash with pleasure and confusion. How had Pinkie even come into this!? She’d been fantasizing about Rainbow and Twilight! The fantasy kept playing in the back of her mind over and over, though, and she could all but feel her lips and tongue on Pinkie's ass. Her friend was absolutely quivering from the assault on her back door, and she’d never felt so utterly in control. Never had she even considered this could be buried in her subconscious, and the fact it was making her this horny was something else entirely.

Applejack decided that she didn’t care right now. She was horny, and this was shaping up to be the best orgasm of her life. She tossed those thoughts aside and let out a loud moan as she brushed against her engorged clit, smiling in satisfaction as pleasure lanced through her once more. Taking a deep breath and bringing one of her hooves to her vacant anus, she dove back into the fantasy with all the enthusiasm she could muster.

Applejack chuckled at Pinkie's distress. Despite how obvious it was that she was enjoying her ministrations, the poor mare was absolutely begging for a thick, hard cock to fill her. Well, thankfully Applejack had one of those dangling between her legs, and it was already leaking a steady stream of musky pre. Hoisting herself up, Applejack stepped up over Pinkie, draping her body over her friend in a clear display of dominance. Slowly, she slid her cock along Pinkie's slit, the vibrators still buzzing away on the defenseless mare. Pinkie threw her head back with a squeal, shamelessly grinding herself against Applejack as her repeated moans escaped the gag.

Ever so slowly, Applejack pulled backwards, lifting upwards to bring the head of her cock to Pinkie's still gaping anus. She felt the tingle of Twilight's magic surround her tip, making sure it was on target as the farmer pushed forward. She felt Pinkie’s insides stretching obediently, the muscular ring of her anus a distinct feeling on her tool.

Suddenly, Pinkie thrust backwards, and she impaled herself on over a foot of Applejack's throbbing rod.

They both let out a long strangled moans, the feeling of being buried in each other nearly an overpowering sensation.

From the side, Twilight let out a low chuckle. "Eager, I see."

Applejack smirked in reply, then planted her hooves firmly on the bed and widened her stance. Pinkie continued to let out needy moans, writhing and wriggling against her captor’s chest, her bound hooves preventing anything else. Slowly, Applejack began to ease in and out of her in small strokes, not pulling out more than an inch or two at a time to draw things out as much as she could. Pinkie moaned at the teasing, her voice spiking upwards as the vibrators let out a sudden, vicious buzz. Applejack gasped as the vibrations traveled through her cock as well, and her new muscles clenched as she coated Pinkie’s insides with more pre.

The sensations were overpowering, but nonetheless Applejack continued to make small thrusts in and out. The desire to see Pinkie begging beneath her was more enticing than her instincts to simply bury her cock in her friend and fuck her into the ground. But Pinkie wasn’t making that decision easy. Her ass clenched around her like a vice, the sheer tightness of her inner walls was awe-inspiring, and Applejack had to work for every single inch.

Suddenly, a sharp smack landed on her plot.

“AH!” Applejack's hips clenched instinctively as she drove the rest of her length in Pinkie's depths, her heavy balls impacting her friend’s marehood with a wet slap. Both ponies let out sounds somewhere in between shock and ecstasy, and then the vibrators started up once again, vibrating in both Pinkie's marehood and on Applejack’s balls.

“Oh, Celestia…” Applejack felt her tongue loll out of her mouth, letting some drool fall into Pinkie's mane.She pulled backwards, dragging her thick shaft out of Pinkie for another thrust. It took a surprising amount of effort, but soon enough a sizeable amount was out, poised and ready for re-entry. Applejack tried to pull more of her cock out, but the sheer size of it meant that she’d need to reposition to do that, and she wasn’t about to do that. Hardly pausing, she thrust forwards, burying herself to the hilt in Pinkie with one powerful motion, her hips impacting with a meaty thwap.

Thwap

Thwap

Thwap

Applejack began pistoning her cock in and out of Pinkie in a brutal rhythm, pulling out and burying herself as fast as she possibly could.

Thwap

Thwap

Thwap

By now, Applejack's hooves were in a frenzy, masturbating with an intensity she never imagined they could. The soft schlicking sound of a soaked marehood dominated the room, playing the melody to her deep, throaty moans. She could all but feel Pinkie's body writhing beneath her, and she was obviously in throes of ecstasy, as well.

Wait a minute...

For a split second, Applejack paused in her ministrations as a new train of thought formed in her mind. Her fantasy paused for a split second, and in that instant, Applejack got the distinct impression of somepony smirking at her.

And then her world exploded.

Applejack let out a literal scream as her perspective suddenly shifted to Pinkie's, her mind struggling to handle the sudden influx of information. The feeling of Rainbow's dick plunging in and out of her was overpowering, and the sheer size of the shaft spreading her wide was almost more than she could take. The steadily buzzing vibrators were dashing any semblance of rational thought, and one of the two in her pussy seemed to be perfectly located against her g-spot.

But still, none of that held a candle to the immense feeling of submission coursing through her. The ear-plugs meant that she couldn't hear anything but her thundering heartbeat. Her mouth was filled with her drool, the excess running down her chin in thick streams, and the stockings clinging to her legs just made everything even better.

But by far, the most powerful thing happening to her was the ropes tied around her hooves. Combined with the spreader bar, she couldn't move more than an inch in any direction, and her legs were forced to be spread wide while Rainbow ravaged her. She couldn't do anything but take the brutal pounding, her flank jiggling with every impact of Rainbow’s hips against her own.

Grunting, Applejack flipped herself over, lifting her plot up into the air as she continued to masturbate herself furiously. Sadly, her other hoof couldn't reach her plothole from this position, but the ghostly feeling of Rainbow pounding her ass was even more life-like. She felt her tongue hanging limply out of her mouth, a sizeable amount of her drool pooling on the bed, but she didn't care. She was too busy riding the near constant waves of ecstasy coursing through her to even think about the state of her sheets. On and on and on the assault of pleasure went, with Applejack's mind struggling to maintain the barest shreds of lucidity in the face of such an onslaught. She began to rock back and forth with every phantom impact of Rainbow's crotch against her ass, the stinging sensation of her butt being impacted so harshly somehow turning into lances of pure pleasure as they lanced through her body. She didn't even notice when her headboard began to slam against the wall, each impact making a thunk that reverberated through the old farmhouse.

With a final pleasure-filled sigh, Applejack finally succumbed to the torrent of pleasure, abandoning the last shreds of awareness past her ass getting so thoroughly pounded by her athletic friend. Every time she pulled her absolutely massive cock out, Applejack was left with a feeling of crushing emptiness, and unconscious moans of want escaping her open mouth as she begged to be filled to the brim once again. Thankfully, Rainbow wasn't one to deny her, and almost immediately the feeling of Applejack’s anus being stretched wide dominated her mind. The fullness of having her insides so thoroughly filled by cock-meat never failed to wring a scream from her throat, and Applejack soon lost all concept of time, her entire world boiling down into an erotic soup of pleasure and submission.

Eventually however, Rainbow's tireless thrusting became erratic, and some base level of Applejack's addled mind realized what it meant.

Applejack threw herself backwards, fucking herself on Rainbow's cock as much as she was fucking her. An instinctual part of her just simply wanted to be pumped full by those virile balls, and Applejack yelped as Rainbow suddenly slapped her jiggling plot, her hoof hitting the soft flesh in a brutal spank. The sudden pain sent Applejack to a new height of ecstasy, and her ass tightened around Dash's cock in a deathgrip. Rainbow's steady rhythm soon fell apart, and her dick began twitching and spasming wildly in the confines of Applejack..

And then it happened. Rainbow's dick bulged within her, and Applejack screamed once again as she felt the first rope of cum explode inside her. The heavy load blasted into her with the force of a fire hose, painting her insides in a sea of white. It lasted for what seemed like an eternity, the river of cum filling her to capacity, and within seconds Applejack was cumming right along with her, her marehood seemingly trying to match Rainbow's cock spurt for spurt.

But Rainbow's heavy balls weren't done. The second stream of cum came right on the heels of the first, forcing Applejack's stomach to stretch as it struggled to hold onto the massive load. Each successive spurt stretched her stomach farther and farther, until she looked thoroughly pregnant from her body struggling to make room for the final drops of Rainbow's release.

“Not bad, Dashie,” Twilight said from far away. “Not bad at all.”

And then suddenly, as quickly as it started. Applejack's fantasy collapsed. She fell limply to the bed as sleep claimed her, too worn out to savor the afterglow of her titanic orgasm. For a while, all was silent in the room, but then, in a thin, wispy trail, grey smoke began to emanate from thin air, quickly collapsing in on itself until Molly was left floating in the sex-filled air. The goddess let out a satisfied chuckle, looking at the passed-out pony beneath her with no small amount of satisfaction.

"Oh, my dear Applejack," she said as she glided towards the farmer. "Twilight is going to have so much fun with you."

Still chuckling, her horn lit-up as she whisked the majority of Applejack's excretions away before pulling a clean blanket out of the mare's closet. Humming a soft tune, she tucked Applejack into bed, making sure her pillows were properly fluffed as she pulled the blanket over her. Bending down, Molly gave Applejack a soft kiss on her forehead, the farmer murmuring in reply as she snuggled into her bed sheets

"Good night, my little pony," Molly said as she floated out of the window, leaving one satisfied mare behind her. Her sound-proofing spell left along with her, the sounds of the night quickly filling the bedroom once again.

On her way back to Twilight she made sure to look inside the window of the next room over, grinning devilishly as she saw a very awake, and very hard Big Mac inside. The stallion had a roaring blush on his face, barely distinguishable from his fur, but nonetheless his ears were angled towards the wall behind him where a sleeping Applejack lay. His cock, which was quite impressive for a stallion with no magical assistance, was tenting the sheets on top of him, and a dark stain above let Molly know that he seemed to be as leaky as his sister.

Molly clicked her tongue. Well, maybe her sound-proofing spell was a bit more lax towards a certain room of the house. But in her defense, Twilight only said to make sure that Applejack wouldn't be interrupted. She never mentioned that giving Big Mac some masturbatory material for himself was off limits.

Shrugging, she pushed away from the window and off into the night. Almost lazily, she made her way over the orchard. She could simply teleport back, but she felt like taking the scenic route for tonight. She looked up and admired Luna's moon hanging watchfully over Sweet Apple Acres, bathing the rows of trees and crops in the pale silver light.

It was good to be out of that room.

Author's Note

Alright! Got this up much faster than the last one didn't I? I enjoyed writing this one, and I'm happy with how it turned out. But trying to work out all those perspectives with AJ? That was a pain and a half. Nonetheless, I'll get started on the next chapter. Which involves an r63 Rainbow Dash, so look forward to that.

I'm also available for commissions at the moment. Message me if you're interested.

As always, feel free to leave questions and critiques in the comments, I love to see them. Not to mention they inspire me to write faster.

That's it for now,
Gold4tune out, pce /)