Midnight's Shaft of Sunset

by SquiggelSquirrel

Rating: mature
Tags: Romance, Porn, Equestria Girls, Sex, Midnight Sparkle, Sunset Shimmer, Twilight Sparkle (EqG), Slice of Life
Length: 8648

Midnight Sparkle/Sunset Shimmer futa clopfip

Twilight “SciTwi” Sparkle is reformed, but still has her dark magic transformation powers. She and Sunset Shimmer have been dating for a while now, and experimenting with bondage scenarios.
Now “Midnight” Sparkle has discovered another “transformation” spell, and wants to try it out.

Sunset's going to be surprised…

(Just a clopfic, no real set-up or story)

Warning: Contains horsecock
Also, the Epilogue contains accidental pregnancy

More specifically, contains: Light bondage Midnight femdom / Sunset futasub, futanari with a large human/horse hybrid cock, slightly excessive cum, slight dubcon. Also fingering, oral, deepthroat, vaginal. (I think that about covers it)

(both characters are aged 18+, as per site rules)

Published 2016-08-03 17:00:01 UTC
Last updated 2016-08-03 17:00:01 UTC

The Midnight Session

Sunset Shimmer awoke in bed, to the feeling of silk rope around each of her wrists and ankles. Her arms were raised towards the headboard until her wrists were just above her ears — a small tug told her she wouldn't be lowering them any time soon. Her legs were simply resting together; She could feel the coils pulled firmly around each ankle, but she couldn't tell whether they had, as yet, been secured to anything.

She couldn't help but grin, and wriggled against the bed-sheets to let Twilight know she was awake.

The two had been living together since not long after the Friendship Games, and dating since not long after that. The progression to more physical intimacy had followed quite easily, but Sunset had been surprised to learn of her girlfriend's… interest, in bondage. “Fetish” seemed not quite the right word, Twilight was fascinated by bondage, as if it was some newly-discovered chemical, or species of animal, to be thoroughly studied and documented.

Very thoroughly, in fact, and while Sunset certainly didn't mind being Twilight's “test subject”, it had been a relief to realise that the safe-word they had agreed upon wasn't really needed — Twilight always took great care to ensure her lover's comfort, and had very little interest in causing pain or humiliation — it seem that, for her, simply being in absolute control of the situation was enough.

Sunset lay wriggling and grinning goofily on the bed for almost a whole minute, imagining what new experiment Twilight had planned for this morning, before she started to wonder why she'd received neither sound nor touch from her “mistress”. Opening her eyes, she peered around the room — Twilight had added an extra pillow below Sunset's head, as she often did when she wanted Sunset to have a clear view…

It seemed Twilight had also dimmed the lights, though, as the corners of the room were hidden in shadows. When Sunset's eyes fell upon the figure leaned up against the wall opposite, her grin faded, and her eyes widened. A shiver ran through her, at the sight of the two rings of ghostly flame flickering around the glowing, purple-on-green eyes that stared right back into her own.

Sunset swallowed. Ah. This was going to be a Midnight session.

It still unnerved Sunset just how easily, and how casually, Twilight could return to that darkly angelic form. Twilight had assured her many times that, while the transformation did indeed affect her brain and, consequently, her personality, this “alter ego” was completely trustworthy, and not an evil villain bent on global destruction, at least not anymore.

Still, there was no denying that “Midnight” Sparkle had a certain… intensity to her personality, and a rather… less innocent sense of humour than her “ever-gracious host” — Midnight's own description of Twilight, and Sunset was certain the double-meaning of “host” was not lost on her.

There was no doubt at all in Sunset's mind that, if she ever uttered the safe word, Twilight would immediately stop whatever she was doing, unbind Sunset, and focus all her efforts on ensuring Sunset's safety and comfort, apologising profusely all the while. She was almost certain Midnight would do much the same, albeit without so much apologising.

Almost.

Midnight unfolded from the wall, wings billowing around her and merging with the shadows. With each step towards the foot of the bed, her hips swayed sinuously, her salacious grin mesmerising as her eyes never left Sunset's own. Stopping at the foot of the bed, she lifted the edge of the duvet and ran two fingers up along the sole of Sunset's left foot, from heel to toes. When she spoke, her voice reverberated with deep harmonies no normal voice could capture, each word seeming to tease its way down Sunset's spine, right into her navel.

“Good Morning, My Pet. I Hope You're Well-Rested.”

Sunset's breathing had quickened, her mind leaping back to the one other “session” she'd experienced with Midnight. It had been… memorable, to say the least. Sunset found herself wondering if she'd had any plans for today. Anything that involved, say, walking. She suspected that she hadn't, and that Twilight/Midnight had known this when choosing this morning to spring her surprise. Even Midnight could be considerate in that regard.

Still grinning, Midnight pulled the duvet back into place, and began slowly circling the bed, around to Sunset's left, all the while intently watching the mixture of apprehension and animal lust that was evident on Sunset's face. As Midnight turned, her wings folded behind her, the tip of one great black feather stroking the edge of the mattress sensuously.

Upon reaching the head of the bed, Midnight sharply pulled open the curtains to the bedroom window, allowing the pre-dawn light to brighten the room. Sunset knew that with the angles involved, it was highly unlikely that anyone would be able to look in, but it didn't change the feeling of exposure. Next, Midnight opened the window itself wide. The cold morning air breezed in across Sunset's face, making her realise just how hot the room had been before. She wriggled again, this time enjoying the snug warmth of her duvet, as the cool air played across her hands and forearms.

Midnight knelt on the edge of the mattress, leaning forward into a crawling position. She placed her right hand on top of Sunset's left, pushing it down into the mattress and stroking Sunset's left wrist forcefully with her thumb. She then reached her left hand around the the far side of Sunset's face, cupping the side of her neck just below the ear. Her face drew close, until Sunset could feel Midnight's breath against her own parted lips, and the slight tingle that came from being so close to the crackling magic of Midnight's eyes.

The two stayed like this a moment, Midnight stroking Sunset's wrist, and just behind her ear. Sunset found herself straining slightly against her bonds, not quite able to reach Midnight's lips with her own. Then Midnight dipped down, and their lips met.

The kiss started small, with Sunset continuing to strain against her bonds. She felt that Midnight was teasing her, more than hesitating or being shy, but it wasn't long before Midnight gave up on her self-restraint, and pushed down into something far more passionate. She squashed Sunset down into the mattress, pressing their mouths together and thrusting her tongue in against Sunset's own. With her right hand, she pinned Sunset's wrist to the bed, and with her left forearm, she pinned Sunset's right arm.

Twilight wasn't lacking in passion, but Midnight was forceful, lustful in a way Sunset was completely unused to. She could feel Midnight's body pressing against hers through the duvet, their breasts squashed together, as one of Midnight's knees pushed in between her own. As much as she pushed her tongue forward, Midnight pushed hers down harder, wrestling Sunset's mouth into submission. Midnight tasted of black cherries, and mint, and Sunset found herself closing her eyes, giving in to the sensations of the kiss, distantly wondering if the taste was natural, or something Midnight had added.

Eventually, Midnight pulled away, and Sunset opened her eyes once more. Midnight was gazing straight down into her eyes, with a look of smug satisfaction, as she continued to stroke Sunset's ear. Sunset grinned back goofily.

“Don't tell me you're finished already”, Sunset teased.

Midnight's response was to gently grip Sunset's right earlobe, pulling her head around and dipping back down to run the tip of her tongue around the edge of Sunset's left ear. When this elicited a soft moan from Sunset, Midnight began planting small kisses on Sunset's earlobe, jaw, and neck, and slid her right hand down along the sleeve of Sunset's pyjamas, until it reached her shoulder.

The kisses continued, as Midnight slowly worked her way down, releasing Sunset's ear and bringing both hands onto her shoulders. When Midnight reached the base of Sunset's neck, she pulled away, and gently slid her hands around Sunset's neck. Sunset felt the leathery texture of a collar, and couldn't help but wonder where Midnight had pulled that from.

The collar itself was not a new addition, though the two hadn't used it often. Twilight had been more interested in whether a magic-suppressant was possible, than in its application to bondage scenarios. Midnight, it seemed, wanted to ensure that Sunset would be truly helpless, even if Sunset never had called on her own magic during “bedroom activities”.

Once the collar was secure (but not too tight), Midnight straightened up, straddling Sunset's hips. She walked her hands down Sunset's body, gently kneading her breasts through the duvet as she passed them, before bringing them to rest on Sunset's sides, around the base of her rib-cage.

“Oh Don't Worry”, chuckled Midnight, “I'm Barely Getting Started!”

Pale blue flames of magic erupted from the base of Midnight's horn, and in a single, fluid motion that simply mocked gravity and inertia, she swept herself back to the foot of the bed, hands raised. The curtains fluttered, and Midnight's hair danced wildly, as the chill wind swept around the room. The coruscating energy jumped from Midnight's horn to her hands, and faint aura surrounded the duvet as Midnight swept it aside with a gesture.

Sunset had to stifle a giggle. To a human, no doubt all this would have been very impressive, maybe even intimidating, but to a former unicorn well experienced with levitation, it was just a tad… overly theatrical. It was reassuring to know that, for all her power, Midnight could still be kind of dorky.

Midnight grinned back at her. Enveloped in a magical glow, the ends of the ropes around Sunset's ankles rose to the air, swaying like charmed serpents. The giggle dissolved, and Sunset swallowed.

Dorky or not, Midnight's power was both very real, and potentially dangerous.

The ends of the ropes dove down around Sunset's ankles, wrapping her legs tightly together before knotting themselves into a bow, just below her knees. Once the ropes were in place, Midnight held out one hand, and a single tendril of energy snaked its way out from her outstretched fingertips, to the hem of Sunset's pyjama top. Slowly, the magic traced a path up from her waist, and across her navel. The sensation it gave was at once solid, like a finger pressing against her skin, fluid, shifting as it trickled its way along, and something else entirely, a warm, tickling sensation that sank into her flesh and caressed her muscles.

Sunset squirmed, and even giggled slightly, as the tendril passed the bottom of her rib-cage, winding its way up to the base of her breasts. Midnight stood still, fixated by the sight as the glowing snake found a path up the middle of Sunset's chest, sliding along the valley between her mounds, then continuing on until it reached the collar of her top.

Sunset craned her neck to look down when she felt the magic lifting from her chest, raising the fabric of her top. She could not see clearly, but unmistakably felt it when the spell unfastened the topmost button. Over her own chest, and the slowly unfolding material of her top, she could see Midnight watching, a ravenous look in her eyes as she fixated on slowly working Sunset's buttons.

Sunset's top had four buttons; As the second was unfastened, and the lapels spread, she felt the chill air swirling into the gap, between the fabric of her top, and the skin of her breasts. She shivered, feeling the material sliding over her already-hardening nipples.

The third button was unfastened, and the magic had split into branches, pulling her top open to expose her now-bare breasts. She ground her buttocks against the mattress, feeling the hot moisture soaking in between her thighs.

Midnight moved forward, one ankle coming to rest against the foot of the mattress as she rose into the air, leaning over Sunset. Her wings stretched out either side and, without beating, suspended her above the bed.

Reaching down, she took the last button in her hands and unfastened it. Moving her hands around to Sunset's sides, she slid the open top up to Sunset's arms, then pulled it over her elbows, and past her head, draping the crumpled fabric over Sunset's hands. Rather than stretch out her arms to do this, though, she glided forward, bringing her own low-cut neck-line up to Sunset's eye-level. Sunset had no hesitation in enjoying the view.

Midnight hovered, a moment, smirking at Sunset's expression. Then she began to slowly float back along Sunset's body, running her fingertips along Sunset's arms, from her wrists to her elbows, then to her armpits. Giggles shuddered their way through Sunset's body, as the caress of Midnight's fingers across her armpits and onto the sides of her breasts tickled her.

Midnight cupped her hands around Sunset's breasts, the twin mounds rising and falling as Sunset panted for air. Midnight lowered herself towards the bed, her knees pressing into the mattress around Sunset's legs as she brought her mouth down to Sunset's left nipple. Sunset felt the tingling of Midnight's horn, close to her own face, and the warmth of her own suppressed magic reacting to Midnight's. She groaned slightly as Midnight's tongue flicked over her sensitive nub; She was already more than warmed up, and Midnight's slow teasing was starting to get frustrating.

She also suspected that if she said anything, it would only incense Midnight to “play” with her more.

Midnight quietly chuckled, and dipped down to deliver a very wet, sloppy kiss. Afterwards, she gently blew on Sunset's wet nipple, eliciting a small squeak from her lover, before shifting her attention across to Sunset's other breast, delivering the same treatment.

Midnight slowly worked her way down Sunset's body. As her hands stroked Sunset's sides, down to her hips, Midnight brought her wings around to stroke Sunset's breasts. The large, black feathers tickled, making Sunset squirm, but the hands resting on her waistband held much more of her attention.

Midnight slid down until her face was directly in front of Sunset's crotch, at the same time slipping her fingers into Sunset's waistband. She inhaled deeply, making a show of taking in Sunset's scent, and began sliding her hands down onto Sunset's butt cheeks. As the pyjama bottoms inched lower, the blazing red curls of Sunset's pubic hair were exposed. Halting the descent of her hands, Midnight leaned forwards, planting a kiss on Sunset's curls, while giving her buttocks a firm squeeze.

As Sunset watched, Midnight looked up, locking eyes with her. Midnight's lips stayed in place, gently pecking Sunset's pubic mound, as she smoothly slid Sunset's pyjamas down to her knees.

The scent of her own sex wafted up to Sunset, while Midnight glided back to stand at the foot of the bed, her attention returning to the ropes around Sunset's ankles. A spark pulsed from Midnight's horn, and her hands guided it down onto Sunset's bonds. The ropes un-knotted, and the ends reared up, before diving into the legs of Sunset's crumpled pyjama bottoms, snaking their way up to emerge around her knees. Once the ropes had threaded their way through, they headed apart, towards either side of the bed, their movement dragging the pyjamas down past her ankles, where Midnight brushed them down to the floor.

Then Midnight took Sunset's feet in her hands, cupping fingers around each heel, and pushed her legs apart. Sunset's knees bent as her thighs spread, and the enscorcelled ropes fastened themselves to the bed frame. Sunset's chest rose and fell heavily, as Midnight's grinning lips approached her exposed pussy.

Midnight traced her middle finger down the crease of Sunset's groin. Extending her tongue, she began gently probing Sunset's folds. The tip worked its way up and down, sliding over Sunset's clit, while Midnight's fingers began massaging lower down, until Sunset couldn't help but squeal.

Then Midnight pulled away, grinning.

“By the Way,” she teased, somehow keeping her tone almost… casual, “We've Been Working on a New Spell, Which I Just Know You're Going to Love. A Little… Transformation.” Midnight giggled, and her tone deepened, “Only, Not So Little, After All.”

Sunset swallowed. She'd partly expected something like this, but no matter how unbearably horny she felt right now, she didn't quite dare to give Midnight a carte blanche to go casting just any spell on her, without even explaining it first.

Even if she wasn't entirely sure she actually had a choice in the matter.

“Wh-what sort of 'transformation', Midnight?”

Midnight grinned, and lifted herself into a kneeling position between Sunset's legs, her knees planted apart, angling her hips forward until the front was almost directly above Sunset's snatch. She leaned forward slightly, resting her left hand on Sunset's pubic mound, her thumb gently teasing Sunset's clit. Her right hand, she brought up to her own neck-line, slipping two fingers down the front of her top.

As Sunset watched, Midnight slowly slid her fingers down further. The top stretched slightly at first, but then split, the material curling away as if Midnight's fingers were a hot knife, sliding through stretched plastic. As she inched her hand lower, the top continued to split and curl, revealing the smooth, dark, purple skin of Midnight's breasts. Sunset stared, mesmerised, as Midnight's fingers descended past her navel, and down to her waist. Once there, Midnight flicked her wrist, and the entire top fell away, curling on itself and shrinking to nothing, as the magic sustaining it evaporated.

Midnight straightened, shifting her left hand onto Sunset's knee. Sunset stared up at Midnight's breasts, the twin purple mounds standing proudly unsupported, magenta nipples pointing slightly up and apart. Midnight smirked, and swayed her shoulders, flaunting the gentle bounce of her firm breasts.

Watching the way Sunset watched her, Midnight traced her fingers along her waist, resting her hand on her hip as her fingers slipped into the waistband of her skirt. A small split appeared in the material, a corner peeling away just as her top had. Satisfied that she had drawn Sunset's attention to the soon-to-be-removed skirt, and its contents, Midnight paused, and spoke.

“Tell Me, Pet, What Do You Know… of Futanari?”

Sunset actually squirmed a little at that question, avoiding Midnight's gaze. Had she — Midnight or Twilight — been snooping through Sunset's browser history? Or maybe she'd been discovered by accident. Then again — she dared sneak a glance at Midnight's face — maybe it was just a coincidence. She and Twilight did have a lot in common, after all.

The knowing, amused expression on Midnight's face didn't fill Sunset with confidence of this, but then again, it was pretty much Midnight's default expression. Sunset forced herself to keep a level tone.

“Futanari? That's a Japanese word, isn't it? It means, uh,” Sunset found her gaze drawn back down to Midnight's crotch, but there was no visible bulge there… “hermaphrodite, right? As in, someone with both male and female genitals?” Sunset paused briefly, trying to gauge Midnight's reaction. “I… think it's also used to describe a genre of, uh, pornography, focused mainly on, um, female characters who… for some reason… often a magical transformation… have a, uh, penis. Often quite a large one. With or without testicles, and sometimes in addition to their vulva.”

There was no doubt about it; Midnight was definitely smirking.

“And What Else Do You Know About It?”

“It's really hot?”

Midnight gently bit her bottom lip, and began to slide her hand slowly down her thigh, her skirt peeling away to reveal more bare skin. Sunset could only watch as the fabric fell away, to reveal…

… the pert folds of Midnight's womanhood, entirely female but no less enticing. Clearly, Midnight had yet to cast her spell. Then again, that meant Sunset had a chance to admire Midnight's curves. She was, of course, the same shape as Twilight, but her darker complexion was different, unfamiliar to Sunset, and as a result, ever so slightly more thrilling.

Then Midnight's horn flared into life, pulsing waves of energy casting flickering shadows around the room. She held her hands out in the air between their hips, palms turned inward. Pale green-blue energy rippled from her horn across her skin, cascading down the back of her head, around her neck, down her chest, then outward onto her shoulders. From there, it flowed down her arms, gathering into a pair of swirling orbs in the palms of her hands.

A gentle buzzing filled the air. Sunset could feel the raw power from a distance. It prickled her skin, sinking in and making her muscles twitch. It nipped at her exposed cunny, crawling inside her and sending tiny spasms up her vagina. Her thighs ground against Midnight, seeking to wrap around the source of this teasing pleasure, but held firmly apart by the ropes around her ankles.

“You Might Want to Close Your Eyes,” remarked Midnight. “We've Done a Few Experiments, and This Won't Look Pretty. I'd Hate to Spoil the Mood.”

Sunset hesitated, but on seeing the stern look Midnight was giving her, obeyed.

Deprived of sight, Sunset's world seemed to shrink, until there was nothing but the buzzing power skittering over her body, and slowly working its way up inside her abdomen, as the sound rose to a steady whine. Some part of her brain latched onto the question of just how realistic Midnight planned to make this “transformation”, while most of her thoughts were more focused on the way the prickling sensation was reaching the undersides of her breasts, along with her sensitive nipples.

She had done a little research, back in Equestria, and knew there were spells to let somepony temporary fuse a realistic-looking dildo to their body. Add in some fake cum, maybe make it double-ended so that both ponies could enjoy themselves, and you would pretty much reach the peak of Equestrian futa fetish fantasy fulfilment. They didn't involve channelling this much power, though, nor did they look “not pretty”. Sunset knew that Midnight wasn't inclined towards half-measures, and their magic worked differently to the kind Sunset was used to, but could Midnight really give herself a real, flesh-and-blood cock?

Any other time, Sunset would have eagerly questioned Twilight for details, nerding out over the ramifications. Right now though, she was more focused on the spasms hammering her body, the relentless tension enveloping her girl-parts. Without pause or variation, the power coursing through her wasn't bringing her any closer to a climax, but only intensified the aching need, deep inside her, to be filled.

And then the spell completed, the power draining out of her in mere moments, leaving her panting and sweaty. Her muscles went limp, and for just a few seconds, she felt as if all the strength had left her.

Then she noticed the the feeling, hot and fleshy, of something resting against the front of her pelvis, just above her vulva. With her eyes still shut, she tried to picture what she would see when she opened them. Given how Midnight had been positioned…

Sunset swallowed. It would have to be almost knee-length to reach down that far. “No half-measures” was one thing, but Midnight had to realise there were limits to what Sunset could take. Trepidly, she opened her eyes, and stared down at the results of Midnight's magic…

… and continued to stare, as her brain stumbled over trying to process what she was seeing.

It was… large. At a guess, maybe… 25cm (or ten inches), give or take. About as thick as Sunset's wrist. Not quite the monster she had fearfully imagined, yet somehow more intimidating to see actually in the flesh. It wasn't quite human, either — the medial ring and flattened head suggested a distinctly equine influence, and once again a small corner of Sunset's mind wondered if that was deliberate on Midnight's part, or a side-effect of the type of magic they both used. The shaft gradiated to a deep crimson, while the head was more of a magenta colour.

Most importantly, though, it was upside-down. That is to say, it was pointing upwards. The sensation Sunset had noticed was the feeling of a large pair of testicles (make that “very large”; Sunset had seen smaller apples), anchored at the base, and now resting on the top of her vulva, overhanging outwards.

Sunset clenched her butt, and watched in detached fascination as the cock — her cock — twitched in response. In fairness, Midnight hadn't specified just who would be the subject of this “transformation” spell. This worked too. She wasn't getting any feeling from it, though, so she supposed this would mostly be for Midnight's benefit. Still, Sunset certainly didn't mind the idea of watching Midnight ride this beast. She smiled gently at that thought, looking up at Midnight, who was staring down hungrily at the pulsing organ.

Then Midnight stroked the side of one finger up along the underside of Sunset's new cock, and Sunset's breath caught.

Oooooohhh… O… K…

Maybe she was getting feeling from it, after all.

The touch made her shudder. Her brain was not used to this new appendage, but once the more definite sensations started to come in, the more subtle ones became apparent. The penis throbbed with each beat of her heart. Stiffened by her arousal, the shaft held a dull ache, which yearned for relief. Her balls felt swollen, oddly tight even though they hung loose. When Midnight circled her fingers around the shaft, not quite able to have them meet, and began to slowly stroke, Sunset found that she couldn't help but buck her hips, her new male organ practically demanding satisfaction.

Midnight lowered herself, sliding down until her elbows could rest on the mattress. She snaked her head around, examining her new toy from multiple angles, all the while running her hand up and down its length. Her nimble fingers, and the silky fabric of her finger-less glove, teased the sensitive skin, but her grip remained light, causing Sunset to once again moan in hopelessly aroused frustration. Midnight grinned widely, and ran her tongue along her teeth.

A small glob of precum formed on the tip of Sunset's shaft. Midnight stroked her thumb over it, smearing the sticky fluid, before bringing her head in close, and extending her tongue. Sunset stared down, wide-eyed, as Midnight, locking eyes with her, licked the drop of man-juice from her tip, making Sunset squeak.

Returning her focus to the bulging knob in front of her face, sliding her hand down, and bringing her other hand into play, Midnight began massaging the base of Sunset's shaft, planting small kisses on Sunset's glans, then licking around the edges.

Sunset grabbed hold of the headboard rail; She had never felt anything like this. The organ was more sensitive than she'd ever imagined, as if the entire head was one giant, swollen, clitoris. Yet at the same time, it felt so powerful, a rod of raw sexual power just aching to be used. The closest analogy she could think of was a unicorn's horn, but for sex instead of magic. Only then, this would be like holding a powerful charge without being able to release it. She felt as if her crotch was full of restrained strength, a powerful muscle she could only begin to flex.

She stared down at her lover, Midnight's sly gaze meeting her own, as the darkly angelic woman ran her tongue up the length of Sunset's shaft, from base to tip. Images filled Sunset's thoughts, of using her new member to fill Midnight's holes. The thought of grabbing Midnight's hair and stuffing that beautiful face held an appeal that Sunset had never experienced, or really appreciated, before now. The fact that she, Sunset Shimmer, was completely restrained and powerless, at the very moment she most wanted to dominate the person in front of her, was the epitome of frustration, yet that very frustration, which made her putty in Midnight's very capable hands, promised a morning filled with wild carnal pleasures.

Then Midnight crawled forward, bringing her bare chest up to Sunset's dick, and resting the shaft against the cleavage of her breasts. Lifting her arms, she folded her wings to bring the ends around under her armpits, embracing the sides of her boobs and folding the tips underneath, feathers enveloping Sunset's ball-sacks and the base of her shaft. Her wings pressed her tits together, and began to rub them together, massaging Sunset's length.

Sunset's legs twisted against the ropes as her hips tried to thrust, moans of pleasure forcing their way out of her chest. Midnight seemed delighted by being able to hold her own hands above her head, while enjoying the feel of Sunset's hot, thick phallus between her tits. She bobbed up and down, rubbing and squeezing, while her wing-tips fondled Sunset's balls. All Sunset could do was stare down at her lover, yearning helplessly for release, while her legs tried desperately to wrap themselves around Midnight, to squeeze down on the source of the maddening, needy pleasure assailing her body from the crotch outwards.

Grinning at Sunset's struggling, Midnight lowered her hands onto Sunset's shaft, slowly sliding them down its length while savouring the heat of the organ against her palms. As her hands approached the base of Sunset's manhood, Midnight parted her wings, brushing the tips up over Sunset's hips and onto her sides. Using her left hand to hold the cock against her breast, while bringing her right hand down lower to gently fondle one of Sunset's balls, Midnight opened her mouth wide, pressing her lower jaw to her chest, and brought her lips down to Sunset's knob.

“M-Midnight!” Sunset moaned, as Midnight extended her tongue down onto the underside of Sunset's glans. With her lips curled over her teeth, Midnight brought her mouth down onto the mighty bulb. Sunset moaned again when Midnight brought her left hand around to take one testicle in each palm, gently squeezing her fingers around the sensitive orbs, while her lips held the cock in place.

Pulling Sunset's shaft down to a lower angle, Midnight pushed the throbbing head fully into her mouth, sucking it in past her lips. She, too, moaned with pleasure at the feel of the hot, meaty, member filling her face. Lowering herself onto her elbows, she brought her knees in, thrusting her bare backside high in the air. With Sunset staring down at her, captivated by the sight, Midnight made a small adjustment to the flow of her magic, sweeping her hair aside to give Sunset a better view.

Sunset stared down at the scene, at Midnight gazing up at her, dark lips wrapped around her throbbing phallus, and at Midnight's luscious ass swaying in the air behind her. Midnight's wings enveloped Sunset's sides, slowly sliding forward to begin cupping her breasts.

Midnight began slowly bobbing her head up and down, taking Sunset's cock-head to the back of her mouth each time. With each motion, the tips of her feathers stroked back-and-forth along Sunset's sides, the sides of her breasts, the undersides of her breasts, and across her sensitive nipples. Sunset shuddered from the way the soft, silky feathers rubbed her, moaning louder and less coherently as Midnight's tongue, and lips slid all over her bulging cock.

“Mmm-Mid-oh, Midnight oooaaoohhmmm… muh… uh… o-o-oh fffuuuck… oh yes that's… that's good…”

Without letting up from her slow fellatio, Midnight slipped her right hand down, from Sunset's balls, onto her pussy. She slid her fingers down either side of the entrance, then rubbed her middle finger up along her slit, onto her clitoris.

The headboard creaked as this combined assault left Sunset howling through clenched teeth,her head flopping back onto the pillow. She couldn't process the simultaneous tight, swollen feeling spreading from the base of her new, male, genitals, and the aching, empty need that had awoken inside her womanhood at Midnight's touch. She needed to be filled, yet she felt ready to burst. The stimulation was overwhelming, almost painful, yet she desperately craved more.

And Midnight had more to give. Sunset's soaking cunt offered little resistance to Midnight's probing fingers, as she worked her index and middle fingers in deep, until the knuckles of her other fingers were pressed against the lower edge of Sunset's vulva, and her thumb could rub against Sunset's clit. Twisting her hand around, she began stroking against the walls of Sunset's cunny, while rubbing small circles over Sunset's love button.

Sunset felt about ready to explode. Midnight was still taking things painfully slow, but with so much stimulation, Sunset knew she only needed a little more to cross that threshold.

“F-faster… please… f-FUCK ME, HARD!”

Midnight stopped entirely, and Sunset wailed in frustration. Even when she bucked her hips, Midnight rolled with it, denying Sunset her much-needed stimulation. When Sunset looked down, she found Midnight staring back at her with a devilish expression. Midnight extended her pinkie-finger into Sunset's ass-crack, right onto her anus, which was already well lubricated by the juices dribbling down from Sunset's pussy. She curled the thumb and forefinger of her left hand around where Sunset's testicles joined her body, resting Sunset's balls on her open hand.

From the way Midnight pulled back, and the way she angled her neck, Sunset realised what Midnight was planning, and her eyes widened.

In a single motion, Midnight thrust herself forward onto Sunset's dick, putting her weight behind her, pushing with her legs, and pulling Sunset into her with her wings. At the same time, she curled her hands, pulling in towards her. Her fingertips dug into the wall of Sunset's vagina, hitting just the right spot, while her pinkie-finger entered Sunset's butt-hole. With Midnight's other hand firmly tugging on her testicles, Sunset couldn't help but thrust her pelvis up to the limit that the ropes would allow. She felt the end of her penis press against the entrance to Midnight's throat, the tight hole resisting at first, but yielding under Midnight's forceful ramming.

Sunset began to howl as Midnight pistoned back and forth, stuffing the oversized cock deeper down her throat with each thrust. Her throat felt impossibly tight, and Sunset would later wonder how much magic Midnight had used to be able to take so much. Right now, though, she was more focused on the feeling of being vigorously deep-throated and finger-fucked simultaneously.

“Uuahh… uh… ah… I… I'm… I'M GONNA CUUUUM!!!”

Midnight plunged her head down fully, holding the entire length of Sunset's shaft in her overfilled throat, her jaw stretched to its limits. She continued kneading the inside of Sunset's tunnel, while her thumb swirled tiny circles over Sunset's clit, and it wasn't long before Sunset's howling prediction came true.

To Sunset, it felt like a white-hot explosion in slow motion. Her back arched; As if every muscle in her body had tensed at once, all her thoughts were burned away, as she climaxed. A single image, of Midnight pressed down onto her crotch, imprinted itself on her brain. Wave upon wave of pleasure surged through her shuddering body, her howls turned to strained squeaks. Her cunt clamped down on Midnight's hand, as if to squeeze every drop of pleasure from those maddening fingers, and hot girl juices gushed from her, squirting all over Midnight's forearm, and over the top of Midnight's breasts.

And from Sunset's newly-bestowed penis, came the deep, surging sensation of liquid pleasure, erupting through her, from her. She felt her cock throb and swell against its hot, wet, confines, as the male-ness of her orgasm burst forth directly into Midnight's throat. As the moment of release passed, the tension melted from her muscles, and she fell back to the bed, ripples of ecstasy leaving her continuing to twitch.

Midnight straightened up, pulling the cock out of her throat and curling her hands around the base of its shaft. As Sunset continued to twitch, the mighty phallus continued to pump, filling Midnight's mouth and coating her tongue with jizz. With an audible “pop”, Midnight pulled the knob from her mouth. She began stroking the length of Sunset's shaft, yet more ropes of cum squirting up onto her face, dribbling down the side of her nose and hanging over her lips, across her open mouth.

Straightening up further, Midnight aimed the last few squirts over her bosom, where the white goo mixed with the vaginal juices already dripping down, a pale contrast to her dark skin. When the torrent of semen slowed to a dribble, Midnight slid her right hand up the softening shaft's underside, collecting the last drops on her fingers with a satisfied moan.

As Sunset lay breathless, her body still shaking, Midnight gestured her messy fingers towards the side of the bed. With a flickering glow, the ropes fastened to the sides of the bed un-knotted, releasing Sunset's legs. Sunset closed her legs together, glad of being able to assume a more comfortable position, and Midnight began to crawl up along the length of Sunset's body, using her legs and wings, but keeping her hands lifted.

Sunset found herself staring up into Midnight's cum-smeared face. Mixed fluids dripped down off Midnight's nipples, onto Sunset's heaving chest. Midnight's breath, heavy with the pungent odours of sex, filled Sunset's nostrils. Midnight's right hand, coated with Sunset's own juices, reached up to Sunset's open mouth. The corner's of Sunset's mouth lifted in a smile; She extended her tongue to accept the proffered delicacy.

Lowering herself, Midnight slid her index and middle fingers into Sunset's mouth, resting her thumb on Sunset's chin. After the briefest pause, she followed by pressing her semen-coated lips down onto Sunset's own, sliding her tongue into Sunset's mouth and painting the insides of Sunset's mouth with the cocktail of fluids; It was clear that Midnight had intentionally refrained from swallowing. Their breasts pressed together, sliding over each other with the generous lubrication. Midnight's left hand, less messy but by no means clean, slid underneath Sunset, from just below her right armpit to underneath her head.

Sunset gulped down what had, moments before, been Midnight's mouthful of cum, enjoying the feel of Midnight's slimy embrace. Still unable to lower her arms, she wiggled her shoulders, causing her breasts to slide around beneath Midnight's. Lower down, she felt Midnight's thighs warp around her hips; Midnight began to slowly grind her own pussy against the base of Sunset's half-mast shaft.

When Midnight broke away from the kiss, Sunset took the opportunity to gasp for air. Midnight, meanwhile, took the opportunity to switch fingers, replacing the index and middle fingers in Sunset's mouth with ring and pinkie finger, before returning down to gently suck on Sunset's lips.

With Midnight's sex slowly grinding against the base of Sunset's magical manhood, Sunset was surprised to realise, that she was already getting hard again. Her cock throbbed, the familiar tension already returning, and her pussy, though barely recovered from its recent spasms, was already starting to ache with desire to be filled.

Seeing the astonished realisation dawning on Sunset's face, Midnight pulled back, grinning. When she spoke, it was little more than a murmur, yet the words seemed to echo off the back of Sunset's skull, the subtle power behind them reverberating through her.

“Can you Guess the Best Part? Since you're a Girl, we can Bypass that pesky Refractory Period. A little Magic, and you're Already prepared for Round Two.”

Sunset shuddered at the implication; Just one “round” had been shattering. Just how long did Midnight plan to keep their “session” going? Her better judgement told her that continuing might be a bad idea. Reluctantly, though, she had to admit that her new organ seemed able to overrule her “better judgement”. If continuing meant what she suspected — if she was about to experience the inside of her lover's pussy in a whole new way — there was simply no way she could pass up the opportunity.

Midnight watched the expressions pass over Sunset's face, grinning when it became evident that lust had again won out. Rising to a more upright position, she slid her hands down onto Sunset's boobs, brought her knees forward, and began sliding her pussy up and down along the top of Sunset's shaft, her own juices leaking out to coat the throbbing penis.

Sunset shifted her hips, trying to better angle her cock for entry. Sliding up to the top, Midnight sat herself on the end of it, pushing the end just in against the cleft of her pussy.

“Ready?” Midnight whispered.

“O-OK,” Sunset nodded.

Midnight frowned, then gripped Sunset's right nipple, pinching and twisting.

“A-ah!”

“Ahem. Ready?”

“Oh, uh,” Sunset stammered, “yes, yes please, Midnight, mistress. Please, fuck me. I mean, please let me fuck you…”

Midnight pressed a finger to Sunset's lips, and smiled. Then, she began to roll her hips, working the bulging knob in deeper between her tight folds, stretching her opening wider to take Sunset's girth. Once she had managed to work the entire head in, she stopped a moment to savour the feel. Sunset fought down the urge to try ramming her way deeper inside; If nothing else, her position would make that nearly impossible.

Midnight chuckled, the leaned forwards, popping Sunset's cock out and leaving it swaying in the air. Sliding herself sideways off the bed, she brushed her wing over Sunset's pelvis, taking care to stroke the entire length of Sunset's shaft with one motion.

“Oh, I Will,” she smirked, “But First…”

Sunset moaned, and dropped her head back on the pillow, frustrated at being played with by Midnight once more. When Midnight rose to her feet, and sauntered across the room, Sunset turned her head to watch. Her intention was to gain some insight into what Midnight had in mind, though she found herself slightly distracted from this by the sight of Midnight's retreating ass.

Dear Celestia that girl's buttocks were perfect, in either form.

Not that the view was any less thrilling when Midnight turned back to face the bed, but now she had something held aloft in her left hand. A set of straps, from which hung a butt-plug, and a small, plump, vibrator complete with “rabbit ears”. Sunset watched helplessly as Midnight approached her exposed pelvis, all the while making sense of the straps and their intended use.

Once she had a clear view, it wasn't that hard to figure out, though Midnight lost no time in demonstrating. First, a belt encircled Sunset's waist, pulled tight. A single strap descended from the back — a simple tug on Sunset's balls directed her to raise her butt off the bed to grant Midnight easy access — to the plug which slipped quite easily, most of the way, into Sunset's well-lubricated ass-hole. The next strap held the vibrator firmly in place, as Midnight adjusted it to make sure the “ears” were pressed right against Sunset's clit. The final set of straps wrapped around Sunset's cock and balls, separating them and holding them firmly, but not too tightly, before linking back up to the belt. Sunset wasn't sure, but she suspected she'd glimpsed a small bullet vibe built into those last straps.

One more firm tug pulled the straps tight, and drove the plug the rest of the way into Sunset's rectum. Her cock stood proudly erect, veins more prominent than before, as Sunset lay quivering with anticipation.

Stepping back, Midnight made another grand magical gesture. Sunset felt the ropes around her wrists loosen, and then found herself lifted clean off the bed, caught in Midnight's aura. Almost reflexively, she reached down to touch her new appendage, but before she could make contact, her hands were pinned to her sides.

Midnight floated Sunset off to the side, slowly rotating her until she “stood” to attention, legs and arms magically pinned, feet floating barely an inch above the floor. Sunset moaned slightly in protest, but said nothing. The ropes that had bound her had been completely untied, and now drifted in lazy figure-eight shapes in mid-air.

Then Midnight stepped in between Sunset and the bed. Sunset was far back enough to enjoy a clear view, as Midnight, facing away from her, stepped up against the bed, and spread her legs wide, leaning forwards until she was just about kneeling against the mattress. With a gesture, Midnight sent two of the ropes darting down to her calves, where they promptly looped around, fastening her legs to the bed-frame with little slack to move.

Sunset watched with undisguised lust as Midnight leaned forwards onto the bed, spreading her wings wide and low, then stretching her arms out in front of her. The width of the double bed meant that with Midnight fully stretched out, her hands wrists just hung over the far edge of the mattress.

The remaining ropes snaked down, binding her wrists together and lashing her securely to the bed. With these in place, Midnight twisted to look back at Sunset, though it was clear that from this angle she could barely do so. Two more items floated into Sunset's field of view; A black ball-gag, and a second inhibitor collar.

Sunset's eyes widened as she realised what Midnight had in mind. Before she could speak, though, a tiny pulse of magic made the vibrators secured to her nethers whirr into life. By the time she had passed the initial shock of this, the gag was firmly secured in Midnight's mouth, and the collar was locking into place around her neck.

Instantly, Midnight's magic began to fade. Her wings seemed to… evaporate, amidst magenta flames (which nonetheless left the bed-sheets unharmed). Her boots shrivelled away, her horn simply faded out, and across her body, dark patterns withdrew to reveal gentle lavender skin. In a matter of seconds, Sunset found herself freely standing, the magic no longer restricting her arms or legs, with a fully powered-down Twilight Sparkle, bound and helpless, in front of her. Twilight's exposed, dripping pussy was presented invitingly right before Sunset's throbbing horse-cock, and Sunset herself was feeling painfully aroused, almost unable to control her own body.

Still, Sunset hesitated. She knew how important it was to Twilight that she, Sunset, could trust her as “Midnight”; They were (more-or-less) the same person, after all. Still, the notion that Midnight had essentially gift-wrapped Twilight, and handed her over to Sunset like a toy, was mildly unsettling.

“Twilight? If you're OK like this, moan twice.”

“Mmm.” came the reply, “Mmmmm.”

Twilight sounded very “OK”, as further evidenced by the way she wiggled her backside in Sunset's direction. Needing no further encouragement, Sunset stepped forward, bringing her left hand up onto Twilight's ass-cheek, while using her right to guide her member to Twilight's opening.

“Good,” grinned Sunset, “because I want you to be comfortable before I wreck your tight little pussy!”

Despite her harsh words, Sunset had every intention of taking this slowly; A cock this big would not fit in easily. Carefully pushing forward, she felt Twilight's lips stretch around her knob, Twilight's arousal generously lubricating its entry. Twilight moaned, loudly and lustfully, into her gag.

It took several attempts to get the end wedged in place, in part due to Sunset's hesitance. Once she was in, Sunset leaned forwards, shifting her right hand onto the bed for support, while moving her left onto the small of Twilight's back, both for support, and to better hold her in place.

Then Sunset began to slowly grind her way in, inching forward and pulling back, deeper and deeper. The hot, wet, velvety walls of Twilight's snatch squeezed tightly around her cock, and with the purring toys in her girl-parts spurring her on, it took all of Sunset's will to not simply ram her end home, disregarding Twilight's well-being.

Judging by Twilight's moaning, this pace was already doing its job. Purple hands squeezed the edge of the mattress tightly as Twilight slowly rocked back and forth with each thrust. Her backside quivered as she became steadily more and more deeply impaled on Sunset's shaft, her insides stretching and shifting to accommodate its girthy might.

When Sunset's medial ring reached the entrance to Twilight's pussy, she paused, then switched pace. Straightening up and bringing both hands on to Twilight's hips, Sunset began slowly making small circles with her hips, working her way deeper inside. As Sunset overcame the resistance of the tight opening, Twilight howled through her gag.

“You okay?” Sunset asked, wondering if perhaps this was too much.

Twilight raised her head, and nodded, forcing out two distinct moans between panting for breath. Reassured, Sunset resumed her slow advance. Each thrust sent shivers up through her body, and Sunset desparately hoped she could last long enough to bring Twilight to a climax.

With barely half an inch of her shaft not yet inside, Sunset pulled back until she was only just inside Twilight's entrance, then leaned forward and pushed herself in deep, one smooth stroke hilting her entire length into Twilight's cunt.

Sunset needn't have worried about Twilight's pleasure; Following this one thrust, Twilight's womanhood spasmed around the cock, fluids squirting out over Sunset crotch as Twilight shuddered and squealed in orgasmic pleasure.

Sunset wasn't finished, though. Laying her torso on Twilight's back, pressing her face into the back of Twilight's neck, and wrapping her arms around Twilight, Sunset began to thrust in earnest, loosing herself to the incredible feeling of being inside Twilight's pussy. She placed her left hand on Twilight's abdomen, and felt the bulge of her own cock stretching Twilight's belly with each thrust. Her right hand squeezed Twilight's tits, delighting in their soft warmth.

Twilight continued to shudder and squeal, as Sunset's eager cock treated her to a second orgasm, then a third. Sunset herself hit her peak only moments after Twilight's third climax, her arms squeezing tight as she unloaded her second orgasm straight into the depths of Twilight's insides.

The two lay a few minutes, Sunset's shaft continuing to pump Twilight full of cum, as Twilight's vagina continued to milk the mighty horsecock for every last drop. Eventually, Sunset reached up to remove Twilight's gag, and unbind her wrists. Twilight lay panting, as Sunset reached down to unfasten the still-buzzing toys from her nethers.

After removing the last of Twilight's bonds, and making one short trip to the bathroom, Sunset returned to lie down besides her exhausted, cum-smeared girlfriend. The two of them cuddled in the mess of damp bedsheets, the cool morning air drying sweat from their bodies while they embraced.

Eventually, Sunset spoke.

“How was it?” she whispered.

“Incredible.” Twilight smiled. “You?”

“Oh yeah,” Sunset grinned. Then, after a paused, she continued: “You, uh, wanna try the other way around next time?”

“Mmm…” Twilight moaned, in satisfied affirmation, closing her eyes.

Another silence followed, before Sunset spoke up again.

“Um, Twilight? … Not that I'm complaining or anything, but is this spell supposed to wear off at some point?”

Twilight's eyes snapped open.

She looked down at Sunset's only semi-flaccid shaft.

She frowned, and bit her lip.

“Umm…”

Epilogue

Three weeks later, Twilight was sat in the kitchen, staring at the wall, when Sunset walked up behind her, and kissed the top of her head.

“Morning, sweetie. What do you want to do today?”

“S-Sunset?“ Twilight stammered, “Could you, uh, sit down for a minute?”

Sunset complied, worried by Twilight's expression. Twilight continued:

“Hey, uh, you remember — funny thing, you remember that thing we did, three weekends back?”

Sunset gave Twilight a quizzical look before answering.

“Yeah, I'm not likely to forget that in a hurry.”

“You remember asking if there was any way I could get pregnant from that?”

Sunset's face remained neutral.

“Yeah…”

Twilight held up a small plastic object.

On which was a small blue line.

“I may have mis-calculated,” Twilight offered weakly.