Senior Year Ponies Up

Sunset slept restlessly the first night. She'd intended to write Twilight about her first experience with the potion, but found herself worrying about Fluttershy's reaction after she came down from the high. Certainly she didn't feel right sharing until she was sure her friend was okay.

Of course, she also couldn't help snapshots of the day rising to the top of her mind. Fluttershy on the bench, presenting her shy sex like a pony. Fluttershy's small breasts covered in her cum. Fluttershy with her hand on her swollen belly. It got so bad she had to drink one of the two potions she'd brought home and stroke herself to two shattering orgasms in her bathtub, thinking of Fluttershy both times, before she could finally pass out, still filled with a mix of lust and dread.

In the morning the lust had faded, but she was so worried she'd damaged her friendship she could barely eat breakfast before rushing off to school just to see what happened. She did mix the potion into one of her water bottles before she went, though. It seemed safer than carrying the glass bottle in her backpack, or trying to get to her locker should the need for the potion arise.

As it turned out, she needn't have worried about Fluttershy. They saw each other in homeroom, and they smiled and greeted each other just like always. She was in some ways a bit disappointed; while she didn't want to date Fluttershy, she wouldn't have minded a repeat performance. But for the most part, she was just glad they seemed to have avoided awkwardness, though she was sure there would be a bit, at least for a day or two.

Quickly it became a routine day, made slightly surreal by the knowledge of the real Equestrian magic waiting in her backpack, should she have need of it. She didn't through lunch, but its presence colored her whole day. She'd always known Canterlot High had plenty of attractive women in attendance, but it had always been a more detached knowledge. Now she found herself taken by idle fantasy frequently merely at a seemingly random sight. She wondered if this was what Snips and Snails had to deal with.

It came to a head right after lunch, in history class. Of her friends, only Rarity shared the class with her, but Sunset found herself unable to take her eyes off of her. She'd never quite understood how sexy the combination of beauty and class could be. She found her mind drifting from the Battle of Yorktown to thoughts of Rarity writhing on her cock, still fully clothed and immaculate. Or Rarity with a single streak of cum in her otherwise perfect hair, and one on her lipstick-red lips. As these thoughts filled her, she felt herself fill with a familiar sticky heat as her pussy got to work ruining another pair of panties.

And then the panties were suddenly too small, and her erect pony cock was pressing eagerly out of the top.

She barely fought back the gasp. Twilight hadn't mentioned anything about it appearing without the potion! But she felt like she'd just drunk one, and her cock was certainly as eager for action as if she just had. Anyone who looked under her desk would be able to tell something was wrong!

In a panic, she grabbed her bag and stood up, holding it over the front of her skirt. She suspected she'd look convincingly distressed.

"I'm sorry Ms. Star," she said, "I think lunch disagreed with me, I have to go to the bathroom."

She hurried out as the teacher nodded. She ran to the bathroom and into the largest of the stalls. Hopefully if she just took care of this here, she'd be able to make it through the day, and then ask Twilight why the dick had come back. She pulled off her panties, and was trying to figure out the best position to sit in to make sure she got at least most of her cum into the toilet, when she heard the door open. She grabbed for her panties again in a panic, hoping Ms. Star wasn't coming to check on her.

Instead, Rarity's voice filled the bathroom.

"Sunset darling, are you all right?"

She gulped, not sure if she was relieved or not.

"Yes Rarity, I'm fine, thanks, I just need a moment."

"Are you sure I can't help?"

"Uh, pretty sure, thanks."

There was a long pause, and Sunset thought she must have not heard Rarity leaving. She pulled off her panties again and settled for sitting facing the door, just admitting she'd have to clean up a lot of cum with paper towels. Then just as she was about to begin, Rarity spoke again.

"Sunset, Fluttershy told me what happened last night. I'd really be glad to help. May I please come in?"

Sunset gulped. "You're sure you want to help?"

"Of course darling, what are friends for?"

I didn't think they were for this! Sunset almost said. Instead she reached forward and unlatched the stall door. "Okay, come on in."

Rarity daintily stepped in, looking perfect as always. She shut and latched the door, then turned to Sunset and her eyes widened. "Oh dear, I didn't realize...why did you drink another potion?"

Sunset nearly slapped her head. Of course! Rarity couldn't have known the cock had returned on its own. She just thought Sunset was upset and wanted to talk. Hastily she pulled down her skirt as best she could.

"I didn't! That's why I ran out of class! It just appeared! I need to ask the Princess what it means, but I can't stay in class like this!"

"Goodness no, I can't imagine you could hide that. And it must be terribly distracting, from what Fluttershy told me. And here I thought you were just having regrets! But tell me, what made it come back?"

"Uh, just, well...I uh, got kind of horny."

Rarity looked away and nodded. "I see. Well, we have seen magic transform us spontaneously before, based on our emotions. Perhaps the potion triggered something like that. Did anything in particular cause you to get ah, horny?"

"Well, I've been getting hotter all day just thinking about how I can get this thing any time I want. I really like it. Like, really like it. Not just the feel, but the idea, you know?"

"I do not, I am quite happy with my body. But there are certainly people who feel the body they were born with does not entirely suit them. There's nothing wrong with that, if indeed that's the position you find yourself in. But please, Sunset, if we want to solve what causes this any information could be useful. If you've been getting horny all day, what pushed you over the edge this time?"

"Uh, well...it's kind of awkward..."

"Nonsense, I am your friend, and we will solve this together."

"You did."

"I beg your pardon?"

"You just looked so good! I couldn't help...thinking about things."

Rarity laughed. Sunset frowned at her.

"Why's that funny?"

"Why my dear, because ever since Fluttershy told me, I've been driving myself to distraction thinking about you! Can you imagine how difficult it is? I love women's bodies. For fashion we simply have men beat. All day I think about how to make us look gorgeous. Accentuate this, minimize that, show off those. But sexually, well darling, I simply crave being filled up with a nice, warm shaft." Rarity walked over and fell to her knees between Sunset's leg. "Now here you are, a beautiful woman. One of the most attractive in the school, if I do say so myself." Rarity ran her hands lightly on Sunset's chest. "Your breasts particularly are to die for. And now, between your legs," as she spoke, Rarity moved her mouth closer and closer to Sunset's firm cock, "you have this glorious piece of meat. I've been thinking about it all day, and nearly touching myself. Well, mostly nearly." Rarity kissed the head of Sunset's cock, causing her to squeak in surprise, then the squeak became a moan as Rarity ran her tongue teasingly across the head.

"Rarity," Sunset said, "these potions make me incredibly hot. If you don't stop right now, I'm going to make a huge mess."

"I see." Rarity paused. "I do hope Fluttershy was telling the truth when she said it was sterile?"

"Yep, blue label has contraceptives in it, not just the studding potion. It's totally safe. Well, or it was with Fluttershy. Apple Bloom said the contraceptive wears off after a while, and I dunno if this is a copy of the whole spell or what."

Rarity glanced at Sunset's bookbag.

"Is it in this water bottle?"

Sunset nodded. Wordlessly, Rarity handed it it to her. Before Sunset could ask her question, Rarity reached under her skirt and pulled off her panties - black lace, to Sunset's happy surprise.

"Drink up, darling. I'd really rather not get knocked up."

"Rarity, what are you-"

"Oh don't be silly. I told you I'd been thinking about this all day." Rarity reached down and lifted Sunset's skirt. "Oh my, how exotic. Drink up, darling! We're wasting class time!"

Sunset was still nearly in shock. If she'd been surprised by Fluttershy's eagerness for her cock, she'd certainly have never expected prim and proper Rarity to want it so.

"Oh, very well, I suppose you'd like to see what you're getting yourself in to."

Rarity turned and flipped her skirt, spreading her legs and bending over slightly. From behind there was no sign of her no doubt well-kept pubic hair, but compared to Fluttershy's shy sex, hers was a bud just opening, two perfect lips slightly parted, revealing just a hint of glistening pink inside. And a lot of fluids - she clearly had been fantasizing all day. Her ass was fuller than Fluttershy's, but still tight, and parted just enough to reveal a glimpse of the pink rosette. She probably bleached.

Rarity looked expectantly back over her shoulder. Sunset chugged the water bottle. Her cock somehow stiffened even more.

"Mmm, that's right." Rarity settled her legs over Sunset's, facing her. She lifted the front of her skirt. She did indeed have a tightly trimmed strip of dark blue hair above her neat sex. Both girls watched the tip of Sunset's pony prick hovering at her entrance. She could feel the warmth and wetness, and shivered.

"A lady keeps up appearances," Rarity murmured, "but we all have our private desires." In one confident motion, she sank herself on Sunset to the hilt.

Rarity moaned. Sunset was briefly too stunned to do anything, then she let out a gasp. She was surrounded in Rarity's tight warmth, and the angle allowed for even deeper penetration than she'd gotten with Fluttershy. Rarity's delicate lips rested on her full balls, leaking wetness on to them.

"Is this what you were fantasizing about, hmmm? Come now, tell me."

Sunset gasped a few times before she found her voice. "P-pretty much. You always look so classy, I was imagining...imagining being inside you, but not messing anything up, or just a little."

"Oh don't worry," Rarity said, "you won't mess the outfit up at all. You won't be leaving me until you're completely spent." She sighed. "Fluttershy told me about the effect you had on her, and that was only one load. And I have been watching my figure. But I'm willing to make that sacrifice for my friend."

Sunset shuddered.

"It'll all come out when you stand up though."

Rarity smiled, and Sunset shuddered as the entire length of Rarity's pussy convulsed, seeming to massage her cock.

"Kegels, darling. Nothing gets out without my say so. Of course I won't be able to hold it long, but long enough." She laughed. "Of course, if you listen to half the school, I should have just taken you in my rear, then it never would have come out."

Sunset laughed at the absurdity, then transitioned to a moan as Rarity squeezed her again. Overcome with lust, she pressed her lips forward towards Rarity's own.

"Mmm, lipstick dear," Rarity said, twisting her head. Sunset swerved to try to find a place free of makeup, and placed a wet kiss on the side of Rarity's neck. For the first time her composure broke, and she growled. Encouraged, Sunset began working over her alabaster neck with her lips. Rarity responded with low, throaty moans, and intense clenching of her pussy. Sunset soon found herself nearing orgasm, and felt her flare stiffening.

"Goodness," Rarity panted, "that's quite the feeling. I take it this means you're close?"

"Mmmm-hmmm," Sunset nodded, still working Rarity's neck with her lips.

"And you expect the load to be....quite large?"

She nodded again, more urgently.

"V-very well," Rarity gasped, and reached down and unhooked her skirt, removing the restraint from her belly. "Oh Sunset, I want this very badly."

That was enough for Sunset. Her flare fully hardened, sealing Rarity's passage, and Rarity in turn placed a delicate hand over her mouth as, if her convulsions were any indication, her own orgasm took her. Then the seed was rushing again in powerful bursts out of Sunset's cock, pumping into Rarity's thrashing tunnel. Sunset felt the pressure grow and grow again as her cum built up, trapped between Rarity's cervix and the flare of her pony prick. She realized gravity might be preventing it from going through that last barrier. But Fluttershy had seemed to enjoy it, and her balls were still heavy. If she pulled out now, she'd certainly ruin Rarity's outfit, and with it their chances of getting safely back to class.

In desperation, she stood up, lifting Rarity and bringing her eager body even with Sunset's still pumping organ. Now no longer fighting gravity, she felt the pressure ease as her seed surged deeper into Rarity's body. Even around her hand, Rarity couldn't quite hide a deep moan, and she clung desperately to Sunset as they rode out their orgasms together.

It seemed to go on forever, far longer than it had with Fluttershy. Whether it was because of the additional potion, or just because she was emptying everything into Rarity's very eager body in one go, she couldn't tell, nor did she care. The feeling of pumping her friend's lithe body full was overwhelming, and when Rarity looked down, wide-eyed, at her own obviously swollen belly, her expression drew another large burst from Sunset.

Finally she was done, and her magical organ vanished. True to her word, somehow nothing leaked from Rarity's obviously full pussy.

"See darling. Exercises. Still," she hurried to the toilet and pressed some paper towels against herself before letting the load flow out in a series of audible plops. It took some time.

"Well," she said, "I see Fluttershy did not exaggerate. That's quite the magic our Princess arranged for you. We'll have to do this again sometime."

Sunset looked for the perfect response, encapsulating her surprise that Rarity wanted to repeat, her eagerness to do so, her shock at how quickly her friend recovered, and her own slowness to do so.

"Buh," she nailed it.

"Oh yes, that was quite wonderful, I'd love to arrange a, ah, slumber party some time. If you're amenable, of course."

"Buh."

"Wonderful." She slid her panties back on and fastened her skirt, apparently completely drained of Sunset's load. "Well, I must get back to class. I'll tell them to expect you soon. Oh, and you really must tell the other girls. Not just in the interests of sharing, of course. If your magic is causing this physical change without the potion, it concerns all of us. They need to know. Ta!"

She swept out, every bit as composed as usual.

"Buh," Sunset said to the door, unwilling to mess with success.

It took another ten minutes or so before she was ready to return to class.