Rarity's Amazing Magic Panties

Chapters

Test Model Wanted
Other Species Effectiveness
Boss Dreams
Massive Security Measures

Test Model Wanted

Rarity laid on her side as she rested on her couch, one arm resting on her swollen stomach. Her horn glowed with its pale blue aura of magic as she adjusted the heating blanket and the massagers. Eyes closed, she let the devices work away the pain in her back and legs.

That had become the biggest issue for her since her pregnancy: the discomfort. Her back, her breasts, her hips, her calves and thighs all hurt. At best, it was a dull ache that was barely noticeable, making the muscles feel slightly stiff. At the worst, they were filled with a burning sensation, interrupted by the occasional stabbing pain when flexed or twisted. At the moment, the discomfort was not at the worst, but it did feel like her muscles were burning and throbbing.

The most aggravating part for Rarity was how it affected her work. Simply sitting at her desk to work on designs or at the sewing machine for a short period would cause her to get uncomfortable. Standing for any length of time was practically out of the question. As such, it was rather difficult for her to properly work on her usual outfits. Work that she could do in an hour took the better part of a week.

It was times like now that she missed her Spikey-Wikey. Not in the way that the dragon would have wanted, of course. She did care deeply for him, but did not love him in a romantic sense. Perhaps under circumstances, something would have blossomed between them, but it never did. As such, she had no reason to be upset that he had chosen to propose to Starlight Glimmer. Yet a part of her was jealous of the matter. Why had he proposed to Starlight and not her? She had been the one Spike had crushed on since arriving to Ponyville. Overall, she was happy for them, but there were times -- like now -- where she would have appreciated having him around to help like he used to. Unfortunately, Spike had a pregnant wife of his own to deal with, which meant less time helping at the boutique.

Perhaps it was time she started looking into getting a proper assistant. Maybe a stallion. One that was tall, and handsome. Well muscled with a long, thick, throbbing cock, and large, virile testicles.

A blush formed on her face as she gave shake of her head, pulling her hand away from her crotch. Instead, she turned off the heating blanket and massagers, sitting up to check how her back and legs felt. The pain had faded back down to a dull ache that would let her work a few minutes more.

The sound of a bell ringing got her attention.

"Just a moment, please," Rarity got up as she worked to get up from the couch. Took some rocking, some tilting and -- as much as she disliked to admit it -- more than a little bit of telekinetic pushing in order to get up on her feet. One hand shot out to grab the back of the couch instinctively, trying to keep from pushing too far and falling forward. Once she was certain she had herself properly balanced, she made her way toward the main room.

There stood two mares that Rarity recognized, one of whom she knew rather well.

"Octavia," she called out with a smile, moving forward. "How wonderful to see you, darling. Here for a new dress for a performance?"

Octavia Melody turned toward Rarity, her long black hair flowing behind her as she did. With a smile of her own, she walked forward, taking a hold of Rarity's hand.

"It is good to see you as well, Rarity," Octavia said in her lovely accented voice. "I am here for very different reason, actually. More of a supporting role." Turning she motioned to the other mare she had arrived with.

"Hey," the other mare said with a wave. Like Rarity, she was a white-coated unicorn. The most noticeable difference, however, was that the other mare had short, messy hair in bright electric blues. Currently, she was dressed in a tee-shirt, jeans, and an over-sized flannel shirt.

"Ah, Miss Scratch," Rarity said as she turned to the mare in question. "I must say this is a surprise. Are you attending an event that requires something formal?"

"Actually, I'm here about your ad," Vinyl Scratch answered. "You know: 'mare needed for testing and possible modeling of experimental new garment. Discretion necessary. Remunerations upon completion.' That one."

"Oh, yes," Rarity called out with a grin. "Of course. Have a seat in the kitchen while I lock up."

"If you would like," Octavia offered, "I could make us some tea."

"That would be lovely. And don't worry, Miss Scratch, there should be some sodas and an energy drink or two in the refrigerator if you would prefer."

"Great," Vinyl called out as she followed her friend. "Don't suppose you have some Master Hunter as well?"

"Sorry. Only alcohol I ever really imbibed was wine, and recent events have led me to disposing of that."

After locking the door and turning the sign to "CLOSED," Rarity made her way to join the two. She was genuinely grateful to Octavia for the offer of making tea. Not only did it mean that she would not need to, but there was also something about the way Octavia made tea which Rarity just could not for the life of her reproduce.

While waiting for the tea, Octavia and Rarity chatted a little. Vinyl sat with them, can of Alicorn-Cola in her hand. She had the same look on her face that Rainbow often got when stuck listening to Rarity and someone else gossip: she heard what was being said, but was not really paying attention, her mind mostly elsewhere. Often, when Rainbow Dash did it, she would be coming up with some "awesome" new stunt. Rarity wondered what Vinyl was thinking about.

Once the tea was ready, Rarity took a sip, savoring it and Octavia's mysterious skill.

"Well, I suppose we should get to the matter at hand," she said as she set the cup back down.

That got Vinyl's attention. Ears perking up, her attention came back to the present as she turned to look at Rarity.

"If you don't mind me asking, Vinyl, why the interest? From my understanding, you have never had an interest in fashion, and you certainly don't need the money."

"I could always use some extra cash," Vinyl answered. "Especially when I have equipment that could use some repairs or upgrades." Leaning back, she gave a shrug. "Mainly I just like doing new stuff, and I've never done any modeling before." Tilting her head, she stuck out her lips while when hand rested against the underside of her chin.

"Provided you agree to this and we reach the point of modeling," Rarity interjected. "Before we go any further, I need to be clear that what happens is to be kept secret. Neither of you are to tell another pony about what happened here. This is something I have put a lot of time and effort into, and do not wish to have a rival steal the idea from me again."

"Don't worry," Vinyl said. "I won't tell a single other pony about whatever it is you have me do."

"Would you Pinkie Promise?" Rarity asked, raising one eyebrow.

"Pfft," Vinyl huffed with a smirk. "Cross my heart" -- she ran a finger across her chest -- "and hope to fly," -- she flapped her hands -- "stick a cupcake in my eye." She brought a palm up to her glasses, covering a lens.

This got a nod of satisfaction from Rarity. Being a resident of Ponyville meant that Vinyl knew Pinkie Pie, and Pinkie knew Vinyl Scratch. As such, should Vinyl break her promise, she would have to face the wrath of the pink pony. Considering that Vinyl knew how to perform the Pinkie Promise, it was likely she knew how serious Pinkie took them.

"Now, Octavia, I know you, so I am not going to have you make the same promise. However, I must ask that you keep this a secret as well."

"Certainly," Octavia said with a nod. "I assure you that I shall say nothing about this other than to Vinyl."

"Wonderful," Rarity said, bringing her hands together. "Now, to explain. I am certain that you are both well aware of what happened with Applejack and several mares -- myself included -- a few months ago."

As she spoke, her hands moved down to her stomach, pressing against the swollen surface through her shirt. A blush spread across her face as she recalled what happened that morning. She had been so entranced by the massive shaft, so obsessed. She had been wanton, so (dare she) slutty! There was never a time she could recall that she had wanted sex more. It was a little disappointing that there had never been another opportunity. Although perhaps it was for the better.

Giving a shake of her head, she returned her mind to the current conversation.

"Although what happened with Applejack was accidental, it got me thinking that perhaps there are mares who wish to intentionally experience something similar. As such, I have been doing some research and a little bit of experimentation to do just that."

"Wait," Vinyl called out, holding up a hand. "Hold up. Are you saying that you want to make clothes that will give mares big dicks?"

"A temporary one, yes," Rarity answered. "And perhaps a bit more moderately sized, so that it does not require as much... stretching by the partner. It should be quite impressive in size all the same, however. Now, I have the first prototype ready for testing. However, given my current condition" -- she motioned toward her pregnant stomach -- "I do not feel safe testing the underwear myself. After all, it is causing extensive biological changes, albeit temporarily. I would not want to risk the change to cause me to miscarry. Hence, the request for another mare to test. So if you're still willing--"

"Are you kidding?!" Vinyl shouted, cutting in. "This is awesome! I get to have a dick, and I'm going to get paid for it!" She threw her arms up above her head. "Woo!"

"I was not aware you had such an interest in being a stallion," Octavia said.

"I don't," Vinyl answered. "Or not for like any serious thing. But come on, Tav, haven't you ever wondered what it would be like to have a dick like a stallion before? Peeing standing up, making it flop back and forth or spin like a propeller. Plus you can find out what it feels like to jack one off, and what sex feels like for a dude. Haven't you ever thought about stuff like that?"

A faint blush coated Octavia's light gray cheeks as she looked away, ears pulling back. She shifted in her seat as a polite cough escaped her.

"I... may have wondered what it would be like once or twice," she admitted. "Although, clearly not as extensively as you."

Vinyl chuckled with a grin.

"Yes," Rarity said softly. "Just to be clear: you are aware that the modeling will require you to be just in the garment for a few shots, so that it can be seen to actually be effective." She tapped her chin. "Now that I think about it, we should probably get a few shots before putting them on so as to prove you do not normally have such genitalia."

"You hear that, Tav? I get to model naked. This just keeps getting better and better."

"Indeed," Octavia said with a roll of her eyes. "I am certain that many a colt and filly shall experience their first pubescent-induced fantasy at the sight of your bare form."

"Really? Cool." Vinyl grinned.

A familiar sensation suddenly filled Rarity. One that she got for more often than she used to.

"Let me just relieve myself and get the camera, then we can begin," she said as she tried to get up. "Uhm... if one of your would be so kind?" She raised a hand out.

Octavia stood up and took a hold of Rarity's hand. Between her innate strength, combined with years of carrying her own instrument, she was pretty strong despite her lean appearance. Plus, working with her cello had given her a pretty good idea how to keep with odd weight distribution properly balanced. As such, Octavia was easily capable of helping the pregnant Rarity to her feet, one hand instinctively grabbing the waist to keep her properly upright.

"Thank you," Rarity said as she stepped away. "Just go into the main room and get prepared. I shall be back shortly with the camera and garment." She then made her way to the restroom.

After relieving herself then grabbing the camera and test underwear, Rarity made her way to the main room of her boutique. There, Octavia and Vinyl waited. Octavia had taken a seat on one of the couches, leaning back with her ankles crossed. Vinyl, stood facing the door, completely naked, with her hands on her hips and a grin on her face. Metal glinted at her nipples and belly button.

"Oh my," Rarity said, eyes going wide.

"Something wrong?" Vinyl asked, raising an eyebrow.

"I had not thought about piercings when I was working on the spell," Rarity answered. "Do you happen to have piercings..." she motioned with her hand "... there as well?"

"No," Vinyl answered, "but Octvia does."

"VINYL!"

"Oh?" Raising an eyebrow, Rarity turned to look at the mare in question. It was rather interesting to picture the rather sophisticated and proper Octavia Melody with a vaginal piercing.

A bright red covered nearly the mare's whole face as she looked away.

"Alcohol and a bet was involved," Octavia blurted out.

"She really likes it, too," Vinyl said with a grin. "Especially when I--"

"Finish that sentence and you're sleeping in the back yard for at least a decade!"

Vinyl grinned and snickered, but did not continue.

"Well," Rarity said, trying to sound as professional as possible, "let us get started now, shall we? Miss Scratch, please take a seat."

"Seeing as you're taking pictures of me naked, you can probably call me Vinyl." She moved to sit down, stretching out. "By the way, since you're already taking some, mind doing a few 'tasteful' kind for us to keep for ourselves?"

After several shots of Vinyl in various poses, most of which showed a distinct lack of male genitalia, they were ready to move on. Rarity passed the underwear to the other unicorn, who lifted them up to get a good look at them. Turning to face Rarity, Vinyl lowered her head to look at the mare over the top of her sunglasses.

"Crotchless boy shorts?" she asked. "Baby blue crotchless boy shorts?"

"It seemed fitting," Rarity replied with a smirk. "Plus, I'll admit I could not resist the small amount of humor to it."

"Very small," Vinyl mumbled. Her gaze went back to the underwear, looking at the large opening in the front of them. With a shrug, she then proceeded to turn them around and bend over. Slipping one hoof through the waist and leg-hole, then the other, she pulled them up. The fabric soon grabbed and clung to her thighs as she tried to pull the material over them. Then, with a few tugs and jiggles, she got her butt in as well. They were a little tight, but not too bad. Probably did a great job of showing off her ass with a slight wedgie.

She was just about to comment when a massive jolt shot through her body, making Vinyl cry out and drop to her knees. It was hard to tell if it was pleasure, or pain, but it felt intense. It was like every nerve, every muscle, was burning with energy. Slowly, the sensation shifted, feeling like it was moving through her body. First, her fingers and hooves returned to normal. Then ears and lips. It slowly faded from her head and limbs. However, the tingling remained in her nipples and in her crotch.

Eyes closed, Vinyl started panting. She had never felt so horny in her entire life. She needed release. Reaching with one hand, she grabbed one of her breasts and gave a squeeze before tugging the bar through her nipple. The other reached down between her legs, pressing a finger against her clit and another into her pussy. The nub felt larger and more sensitive than normal, and her sex -- even dripping wet -- was tighter than it had been in years. In fact, it felt like it was getting tighter and tighter, pushing her fingers out until she could not get them in anymore.

Something thick and warm touched her hand, sending a fresh tingle of pleasure through her body. Adjusting her hand, she wrapped her fingers around the length and began stroking. With each pump, each thrill, it felt like the thing got larger, longer, thicker. Each growth, each twitch, sent more pleasure through Vinyl. Her lust-addled brain could only think about one thing: wanting more.

After giving one last pull on her nipple piercing, she reached down with the now free hand to grab the base of the shaft. She gripped it as best as she could, the thickness to great for her fingers to encompass it fully. Still, she pumped up and down as fast as she could, stroking from base to ring while the other rubbed at the top.

A cry escaped from Vinyl as her body was again racked with pleasure. The length in her grip swelled and twitch, each one sending new thrills through her body. There was a scream as something shot out of the tip, some of it running down to Vinyl's hand as well.

When the twitching and sparks of pleasure finally ended, Vinyl collapsed on the floor, panting heavily as she laid on her back. She could see the bright blue cock between her legs, the shaft resting on her stomach as cum continued to drip from the tip. Slowly, she looked around, catching sight of the streaks of seed that had shot everywhere, including across the face of a rather shocked and furious Octavia Melody.

Vinyl Scratch had to tell herself -- repeatedly -- not to laugh, or she would be killed.

"Are you alright?" Rarity asked, getting Vinyl's attention.

"Yeah," she replied, nodding as best she could. "That was... was awesome. I've never felt anything so intense before."

Rarity let out a small hum as she moved past Vinyl and over to Octavia. Pulling out a handkerchief, she passed it to the gray earth mare, who took it and wiped the Scratch's seed from her face.

"I guess I'll need to make some adjustments," Rarity said as she tapped her chin, still looking at Octavia. "I had wanted to prevent the change from being painful, but I did not intend for it to be so pleasurable. It would not do if the wearer achieved such a reaction immediately if she intended to do more."

"Look at it this way," Vinyl said as she moved to get up, "we'll get to see how fast I can recover." She then grinned. "Besides, I wanted to try that anyways."

"Yes," Rarity said softly, turning to face Vinyl. "Well, why don't you go clean up, and then we'll see about checking some other things."

"Alright!" Vinyl shouted as she ran from the room. "Time see what it's like to piss like a stallion!"

While Vinyl went to experience that, Rarity took as seat beside Octavia. Lighting her horn, she let the glow of her magic encompass the room, collecting the remnants of ejaculate covering the walls and floor, as well as Octavia's clothes.

"A useful spell," Octavia said as she looked at the now clean room. "Dare I ask the necessity?" A smirk tugged her lips as she raised one eyebrow.

"If you are implying that I require a spell specifically for cleaning up male fluids, you are most certainly mistaken. It is more general, and has to do with a sister who likes pancakes, but can be rather messy in her attempts to make such." A slight pinkness crept across Rarity's face. "Although I did find out about this use for it after the incident with Applejack."

"Hm," Octavia said with a nod. "When put that way, I guess I could see the point." She let her gaze turn back to where Vinyl had disappeared to. "Shame I can't use such a spell myself."

"If you don't mind my saying," Rarity said softly, "you and Vinyl do seem like quite the odd couple. She seems very..."

"Exuberant?" Octavia suggested. "Impulsive? If you wished to be less polite, you might say 'uncouth,' or perhaps even 'uncultured.'"

"Don't get me wrong, darling. She seems like a nice mare. It just seems like she has more in common with Rainbow Dash than you or I. I mean she is a DJ and very much seems to like being... 'street' I think the term is. Whereas you are a cultured and upper class mare who plays classical music."

"No offense is taken," Octavia assured. "It is merely curiosity after all. I understand how it can appear from the outside, and sadly have heard far worse from far more judgemental ponies. Despite how she can come across -- especially when caught up in her enthusiasm as she is now -- she is a very caring and understanding mare. Vinyl has been there for me through some rather rough times, and is always willing to lend aid. Or at least an ear. She is willing to help me with my music. Plus, she is passionate. I may not always enjoy her electronic music, but I do love the passion I see in her when she's making it. I have even helped her with it a little myself."

Rarity smiled and gave a nod. As different as she was from some of her own friends, they did have commonalities and got along well. She could not really see herself romantically involved with one, such as Pinkie Pie and Applejack now were, but it was easy to imagine another pony getting caught up in the passion and excitement they had. More so if it was a shared interest.

The smile grew smaller as she looked down at herself. Oh how she wished there was a pony in her life to share it with. Especially with a foal on the way. Applejack would be a great father, and her friends and family would certainly be there for her, but it would not really be the same as having a husband or even a boyfriend to share it with.

The sound of hooves running echoed through the room as Vinyl Scratch came in as fast as she could.

"Hey, Tav," she shouted, "check it out!" Raising her arms above her head, she stretched her body out. She then started gyrating her hips. With practiced ease, she raised and lowered them while moving from side to side, making a circular motion. With each gyration, the blue shaft spun in a circle, swinging around and around.

Octavia let out a sigh and rolled her eyes.

"Yes, Vinyl. That's very impressive."

"And check it out." Stopping her spinning, Vinyl grabbed her penis and lifted it up. She then brought the other hand to her sac, pushing it forward. "I got blue balls!"

"Yes," Octavia huffed. "Very droll, Vinyl."

Letting her new male parts go, Vinyl made her way fully into the room and sat down.

"So, how long is this thing supposed to last?" she asked.

"As long as you're wearing the underwear," Rarity answered. "You should revert back as soon as you remove them. Now, your amusement aside, how does it feel having one?"

Shifting in her seat, Vinyl got more comfortable. She looked down at the soft shaft, now resting against one of her pale white thighs.

"Kind of weird," she answered.

"Care to elaborate? Something I might need to correct?"

"No. Nothing like that. I mean, as fun as this is, and as cool as it is, I still have this massive cock and balls attached to me. It doesn't hurt or anything, but I can feel it kind of pulling on me. I mean, I have, like, a couple pounds suddenly dangling between my legs. It takes some getting used to."

"But there's been no actual problems?" Rarity asked.

"Nah." Vinyl turned to Octavia and smirked. "But we haven't fully tested it either, have we?" She waggled one of her eyebrows.

"Yes," Rarity said, letting out a small cough. "Well, now that you seem calmer and have cleaned up, how about we get a few shots of you with your penis?" Getting up, she reached for the camera.

"Oh," Vinyl called out. "Before we get serious about this, there's one I want you to take for me."

"I suppose one special request couldn't hurt."

"Awesome," Vinyl cried out before turning around. Facing the couch with her back to the room, she lifted one leg. Reaching back and down, Vinyl took a hold of her sac and pulled it back. Keeping it in place, she lowered her leg, finally releasing her grip once her thighs had trapped the sac in place. The round bulge of her bright blue nut sac, framed by the creamy white of her thighs on three sides, and the pale blue of her underwear on the fourth. Vinyl shifted to look over her shoulder, smiling.

"Seen this in a couple magazines and some drawings," she said. "Thought it would be neat to have."

With a shrug, Rarity lifted the camera and crouched down. She focused on the panty covered rump, shapely thighs, and centered on the sac. It was a rather odd pose, but not without some benefit. The stretched skin and legs gave a sense of size for Vinyl's testicles, which looked to be above average when compared to a stallion. It also gave her a view of the underwear while fully worn. It was typical to show the back of an outfit after all, undergarments included.

"I would like to take another in the same pose without the... prominent display of your... testicles," Rarity said.

"Sure." Vinyl lifted one leg slightly and reach down. With a quick, single pull, the sac disappeared from Rarity's sight before the thighs closed again. It now simply looked like the backside of a regular mare in a pair of cute boy shorts.

With that, a second round of photos, with Vinyl Scratch posing, began in earnest. Many of the shots were mirrors of the one they had taken prior to the transformation. The big difference was that now the flaccid stallion penis and testicles were prominently displayed for any and all to see, most often resting against one of Vinyl's thighs. Not only did it show that it was real, but the size of the shaft against the thigh gave a sense of proportion to it, an idea on how large it was in the softened state.

"Maybe we should get it hard again," Vinyl said. "Get a couple shots like that. Let everypony know how big, thick, and impressive it can really be!"

Rarity considered it a moment. There was no real reason to do so. After all, the point was to test the underwear to see if they worked -- which they did -- and gather information for final adjustments (which she decided were certainly necessary) as well as photographic evidence for when the garment was marketed. Alternatively, seeing the full size may garner some interest in the outfit for the "size queens." Although... would all mares who wore them have the same size, or would it vary as it did with stallions?

Still, it could not possibly hurt, could it?

"I suppose a few would be helpful," she said. "Go on then, get it up."

"I'm not a horny teenager," Vinyl said, getting a derisive snort from Octavia. "I can't get it up and ready like that. I need some... stimulation." With a grin, she turned to look at Octavia. "Fortunately, we have a very stimulating mare right here. Mind giving me a hand? Or more?"

"If Rarity has no objections?" Octavia asked, looking boutique owner curiously.

"No," Rarity answered. "I'll just leave you two alone and let me know when you're ready."

"No, stay," Vinyl called out. "Maybe even get a few... action shots."

A bright blush spread across Rarity's face as she looked from Vinyl to Octavia and back.

"This... is a rather... intimate activity. I am certain that neither of you would want me to watch... whatever you decide to do."

"I don't mind," Vinyl said with a grin. "I've always wanted to try something in front of an audience before. Tav?"

Standing up, Octavia pulled her hair back and undid the bow around her neck. Her fingers then slipped down to the front of her shirt as she quickly undid each of the small, white buttons, one by one.

"I have no objections," she stated. "Although if you are uncomfortable with the idea, I can call you once Vinyl is erect."

The blush vanished as embarrassment gave way to shock. Eyes, wide, she stared opened mouthed at Octavia, who had pulled off her blouse and was busy undoing her bra.

"Are you telling me that you have no problem with a mare watching you... do... whatever you're about to do?"

Removing the bra, Octavia exposed her large gray breasts and erect black nipples. Her purple eyes flicked to Rarity before looking away again. Bright pink spread across her own muzzle this time. She gave a small cough.

"I... may have a bit of an exhibitionist streak," she admitted. The blush grew brighter. "Don't tell anypony else but..." Leaning in, she continued in a whisper. "One time, when Vinyl was working at the club, I was under the table, performing oral sex on her."

"Oh my," Rarity cried out, eyes wide. It was such a shocking thing to imagine: Octavia Melody -- renowned classical cellist, and a very prim and proper mare -- not simply at a night club, but hiding under the table of the DJ booth. Her dainty hands and long, delicate fingers stroking up along the back of those toned thighs, gripping and squeezing that shapely ass. Was Vinyl wearing a skirt that just needed to be lifted? Shorts that had to be pulled down? What about underwear? Had Vinyl worn those? Did Octavia have to pull them down, or simply to the side? Did Vinyl squeak and moan as she tried to talk between songs?

What is wrong with me? Rarity thought, giving a shake of her head. Why had she been fantasizing about Octavia licking Vinyl while hidden under a DJ table at the club? More importantly, why did it turn Rarity on so much? Her panties were practically soaking.

"So, how do you wanna do this?" Vinyl asked.

"Sit on the edge of the couch and spread your legs wide," the now topless Octavia said.

Stopping in front of Vinyl, Octavia sat down on her knees, the black pants pulling taut around her butt as it rested on her legs, and tail flagging high and to the side, as if presenting to a stallion. Reaching up, she placed her hands on Vinyl's knees, then stroked up along the inside of her thighs, leaving raised furrows in the creamy white fur. The long, slender fingers reached the base of the shaft, then stroked down to the sac, caressing it and its contents gently. One hand moved to cup the sac, feeling the weight of it, while the other moved up to the base of the shaft. Wrapping her fingers around the length as best she could, Octavia slowly stroked up toward the medial ring while point the length toward him. Leaning forward, she brought her mouth to the head of Vinyl's magic penis. Closing her eyes, she gave the tip a gentle kiss on the slit. Her tongue slipped out from between her lips and traced over the top, getting a slight moan of pleasure.

As this was all happening, Rarity had just been standing there, staring. Her mind reeled as she tried to process what she was seeing. Some portion of her felt embarrassed, as though she were some sort of petty voyeur, spying on an intimate moment. Although it was not really spying, seeing as both knew she was here and it was her boutique and home this was all occurring in. Still, she felt that it would be proper to leave, and let the two enjoy themselves in private.

For some reason, however, she could not. While she wanted to leave, she found herself unable to do so. She was able to move to one of the other seats and drop down into it, but she could not look away from the sight happening in front of her. As she watched, her tongue slipped out to lick her lips as one hand drifted down the hem of her skirt to stroke her knee and lower thigh.

Opening her mouth, Octavia pushed forward, taking the head of Vinyl's cock into her throat. After pushing forward more, Octavia suddenly yanked back, coughing heavily.

"You didn't get very far," Vinyl noted.

"You know perfectly well I have no experience with this," Octavia growled in a rough voice. "We haven't all 'experimented' with stallions and mares of various races."

Lifting her glasses, Vinyl's eyes narrowed as she gave a smirk.

"Well maybe we can borrow these again some time, and you can wear them. That way I can show you how it's done and you can enjoy what it's like." She then gave Octavia a wink.

Octavia rolled her eyes and gave a snort, but said nothing. Instead she returned her attention the task before her. She gave the sac a gentle squeeze, massaging the testicles and feeling them against her palm and fingertips. Her other hand slid up the length of the shaft, stroking across the medial ring. When she felt the length twitch at the motion, a small smirk tugged at her lips. She stroked across the sensitive ring again, watching the shaft react and hearing a faint moan of approval from Vinyl. Leaning forward again, Octavia brought her mouth toward the head and slipped her tongue out. Pressing the tip against the underside of the crown, she gave it a long, slow, lick. This was followed by another, then a gentle tracing along the edge of the crown.

There was a sense of satisfaction as the length swelled and twitched. A clear liquid even began to leak from the tip. Octavia wiped it off with a finger, which she then licked clean.

"I believe she is ready," she said as she pulled away.

Rarity managed -- if barely -- to pull her hand out from under her skirt before the other two looked in her direction. She could not believe how wet she was. Her panties were absolutely soaked to the touch. What was wrong with her? She had just watched Octavia perform oral sex on Vinyl's magic penis, and the sight had turned her on.

Celestia, she was horny and in need of some relief. Not just her hand or a toy either. She needed a proper fucking.

The fact she was willing to use that word -- even if just in thought -- was a sign of how badly she needed it.

Pushing the thought aside, she grabbed her camera and moved to get a few pictures. The main focus was of Vinyl's now erect shaft. While by no means near the size of Applejack's while under the influence of Poison Joke and Heart's Desire, it was most certainly impressive. The shaft stood tall and thick. It throbbed steadily, pulsing with Vinyl's heart and -- Rarity imagined -- desire. Its tip glistened with saliva and pre.

Rarity's mouth was watering.

She had to ignore the desire, however. Such desires was how she had gotten into her current situation in the first place. Besides, even if she was willing to give in to such temptations, this was the romantic and sexual partner Octavia's. She would never knowingly have sex with a pony that was in a relationship (a qualifier she hated that she now had to add after her past mistakes), whether it was with a friend or not.

Although a thought did cross her mind. One that was rather naughty at that.

"I believe we have enough photos," she said as she set the camera down. "Now, if you would like, there is one last test you could perform."

"Oh?" Vinyl and Octavia both said, turning to look at Rarity with matching raised eyebrows.

"Dare I ask what kind?" Octavia said.

"Well, technically it would be two," Rarity said. Now that the attention was focused on her, she felt rather nervous. "However, they are somewhat interconnected, that only one would properly needed to be done in other for me to check on the other. Keep in mind, while I am certain that there are mares who -- like Vinyl -- may simply enjoy the novelty of having temporary male genitalia, the underwear are primarily created for... sexual purposes."

"Yes!" Vinyl cried up, jumping up and making her penis and breasts bounce in the process. "This is the awesomest day ever!"

"Are you actually suggesting that Vinyl and I have sex?" Octavia asked, eyes wide.

"...yes?" Rarity answered slowly.

Well she was in it now, may as well commit.

"If it's something you are uncomfortable with, then you don't have to," she stated. "As I said before, this was created for sexual purposes. To that end, it would be beneficial for the user to have some stamina and endurance. It would not do if she were to have a 'hair trigger,' as it were. No pony involved would be satisfied by orgasm at penetration."

"Yeah," Vinyl agreed, her gaze looking up toward the ceiling.

"What's the second test?" Octavia asked.

"Whether or not the mare using it can get a pony pregnant," Rarity answered.

"Woah!" Vinyl shouted, throwing up her hands. "Woah, woah, woah, woah! I love Octavia, but I'm not ready to be a mom." She shifted. "Or... a dad..." She shook her head. "Whatever. I'm not ready to have a kid yet."

"Nor am I," Octavia agreed.

"Now hold on," Rarity cut in. "There is no need for anypony to get pregnant. Plus, I would prefer not to wait months to know if it worked or not. Really, all I need is a small amount of ejaculate that can be tested for sperm. Just enough to put under a microscope."

Picking up the camera, she turned toward the doorway.

"I will give you two a few minutes to discuss the matter. If you decide to, let me know, and I shall be certain to busy myself elsewhere until you two are finished."

Once out of sight, Rarity pressed against the wall shared with the room and leaned toward the doorway. Breathing slowly to keep quiet, she perked her ears to listen to the couple.

"I don't see why she had to leave us to discuss it," Vinyl said. "We're totally going to do it."

"Really?" Octavia asked, turning to look at the other mare with a raised eyebrow. "So, I do not get a say in the matter, despite being involved in the act?"

Stepping off the couch, Vinyl moved over to Octavia. Wrapping her arms around the gray mare, Vinyl pressed against her. The cock twitched, rubbing against the soft fur of both of them. One arm wrapped around Octavia's waist, holding her close, while the other reached down to grip the soft black tail, stroking the long hair gently. Leaning in, Vinyl gave a gentle kiss on the nose.

"You know I don't mean it like that."

"Yes," Octavia said, "and I get you're excited at the prospect of feeling what sex with a functioning penis is like. However, I will not let you get so caught up in your interest, that you forget that you are not the only one whose feelings and opinion matter. Even if you are correct in your assumption, you should not be making one to begin."

Leaning back, Vinyl grinned.

"So you do want to, huh?"

With a sigh, and roll of her eyes, Octavia lightly swatted at the other mare.

"I may not be as enthusiastic about as you, but I am interested. Keep in mind, I have never been with a stallion before. As such, I am kind of curious what it would feel like." Moving closer, Octavia wrapped her own hands around Vinyl. "The fact that it gets to be you -- somepony I love and trust -- makes it all the better." She then leaned in and kissed her fully.

Pulling back, Octavia's eyes narrowed as she smirked.

"But you're still going to have to make it up for me before you earn the right to penetrate me with your shaft."

"HEY RARITY!" Vinyl Scratch shouted. "We're going to have sex in here!" She then dropped to her knees, grabbing a hold of the front of Octavia's pants.

From her spot by the doorway, Rarity leaned from the opening. Hoping it was sufficient, she called a small amount of magic. The aura engulfed her horn as she summoned a hand mirror. Leaning toward the doorway, Rarity held out the mirror, letting her see into the room and watch the couple.

In the room, Vinyl was crouching in front of Octavia, having already pulled her pants down. A grin spread across the crouching mare's face as she looked at the hot pink thong now in front of her. Gripping the back of Octavia's thighs, Vinyl slowly stroked up along them and toward the mare's butt. White fingers gripped the gray cheeks, giving them a squeeze and getting a slight moan of pleasure. She then traced up along the soft flesh, slipping her fingers into the back of the waistband. As she tugged the underwear down, Vinyl kept her attention on Octavia's crotch, watching as the black nether lips were revealed.

"Hold on," Octavia said as she placed one hand on Vinyl's shoulder. "Let me sit down before we continue." Bracing herself, she stepped out of the now discarded clothing before moving to sit down on the couch. A smirk spread across her own face as she leaned back and spread her legs. One hand slipped down, a finger taking a hold of the ring attached to her clitoris.

"Come on then," she purred. "Show me how much you want it."

A small chuckle escaped Vinyl as she crawled toward Octavia, licking her lips at the sight of that pierced pussy. Grabbing a hold of Octavia, Vinyl pulled her forward, getting a yelp as she brought the other mare closer to the edge of the couch. Vinyl pushed her head between Octavia's thighs, biting the inside of one and getting a gasp in response. Adjusting her grip on the toned, shapely legs, she slowly kissed her way up along the inside.

Just as she was about to reach the prize ring, Octavia reached down and grabbed the top of Vinyl's head, stopping her.

"It seems we have an audience," Octavia whispered. "What do you say to giving them a proper show?"

"What do you have in mind?" Vinyl whispered back, looking up at Octavia over the top of her glasses.

With a wink, Octavia let go of Vinyl's head and pulled away, sliding further back onto the couch. She then laid on her side, lifting one leg up and placing her hoof on the headrest. The pose left her spread wide, exposing the black lips, golden piercing, and even a bit of pink of her sex. She then flexed her lower muscles, giving Vinyl a "wink."

Vinyl grinned, taking off her glasses and setting them aside. Climbing onto the couch as well, she laid on her stomach, once more putting her head between Octavia's legs. Again, she brought her mouth to the inside of the thigh, giving a nip before kissing her way up toward the waiting female sex. One hand slipped back to grip Octavia's butt and give a squeeze as Vinyl finally reached her destination. Her tongue flicked out, running over the clit and flicking the ring piercing it.

From her spot on the other side of the wall, Rarity watched as Vinyl began to lick at Octavia's private regions. Despite having been told, she was still surprised to see the glisten of metal there. A bright blush flooded across the mare's cheeks, turning them cherry red in color. She could not believe herself. Here were two ponies engaging in an intimate, private act, and she was watching them. Spying on them. Like some sort of... perverted voyeur.

Yet that was not the worse of it.

One hand was between her legs. She had rubbed up along her own thighs the way Vinyl did with Octavia. Now, as she watched one mare orally pleasure another, Rarity had her hand under her skirt. Her own fingers pressed against the crotch of her panties, rubbing the fabric against her sensitive folds as she teased and toyed with herself through the material. She could feel the garment getting soaked with arousal.

Worst of all was how she felt about it. Rarity knew that she should feel ashamed and embarrassed. After all, she was spying on two ponies -- one of whom she thought of as a friend and who trusted her -- in an intimate moment, and she was pleasuring herself to the sight. It was a terrible thing for her to do, inappropriate and most definitely unladylike. Yet all she felt was a desire for pleasure, for release, for sexual gratification.

She was horny as fuck.

Vinyl's tongue stroked along the dripping nether lips, collecting the delicious feminine fluid that escaped. Reaching the clit-ring, she gave it a flick, running across the sensitive nub in the process. A moan of pleasure escaped from Octavia, sending a thrill of pleasure through Vinyl that made her cock twitch and leak pre. One hand grip the other mare's shapely ass, spreading the cheeks slightly so Vinyl could press a finger against Octavia's tight little (well... not that tight) asshole. The penetration got a fresh moan of pleasure, which got another twitch of excitement.

A hand grabbed the top of Vinyl's head, fingers brushing through the thick mess of hair. It then slid down, moving forward. Reaching Vinyl's horn, Octavia wrapped her fingers around the length, stroking along it gently. While not as sensitive to it as most unicorns seemed to be, it did still thrills of pleasure through Vinyl. Her eyes closed as she pushed into the touch, letting out a moan of her own. A small push down, however, reminded her of what she was supposed to be doing.

Pressing her mouth against Octavia again, Vinyl pushed her tongue forward, sinking into the warm wet depths. She pushed as deep as she could reach, tasting the sweet feminine fluids. As she did, she pulled the finger back, slipping out of the tight ring easily. She then thrust it back in, forcing her way deeper as she pulled her tongue out of Octavia's pussy.

The cry of pleasure hid the sound of Rarity's. Bringing a hand up to her mouth, she covered it try and muffle the sound of pleasure. Between her legs, one finger continued to grind the soft silk of her panties against the sensitive nub of her clitoris. Her eyes shut tight as she tried to keep quiet. She continued to press and grind, working to hard to keep the tingles of pleasure lasting as long as she could.

It had been the best orgasm she had experienced in a while.

"Okay," Octavia panted out, pulling Vinyl away from her sex. "I think you've made up enough for your mistake." Her eyes narrowed as she smirked. "Now we can get to the part we've both been waiting for."

A wide grin spread across Vinyl's face, her cock throbbing with excitement and letting out a spurt of pre. Raising herself up onto her elbows, she moved her way up above Octavia. As she did, Vinyl ran her breasts along Octavia's body, the soft fur teasing and tickling her nipples. Similar tickling was running along Vinyl's shaft as it ran along the inside of Octavia's leg, making its way toward the waiting vaginal lips.

She could not wait to find out what it was like to have sex with a real cock in an actual pussy.

Moving further forward, she stopped as she felt the head touch the lips.

"Ready?" she asked.

Getting a nod from Octavia, Vinyl shifted her weight to balance on one arm. Reaching down, she gripped her length just behind the head and lined it up with the opening. Vinyl Scratch then pushed forward, pressing against the lips as she slowly felt them part around her. A moan escaped the both of them as the thick tip made its way into the warm wet depths.

Biting on her hand, Rarity continued to watch what was unfolding. Pulling her panties to the side, she pushed her fingers into herself as she watched Vinyl penetrate Octavia. The digits sank in to the knuckles easily as she buried them as deep inside as she could reach. Oh, how she wished she had a real cock to feel her like that. A strong, well-built stallion to pull her close and fill her. To touch her, to tease her, to fuck her to exhausted pleasure.

Maybe she could conjure one of her dildos and... no. That would be far too risky. Even if she managed to summon it without being noticed, it would be impossible to explain if she got caught. Her fingers would have to do. Fingers that while quite skilled at many things, were far from sufficient for filling the need she felt.

Vinyl was lost in pleasure as she buried herself as deep in Octavia as she could. It felt incredible. Way better than using a strap-on. She could feel how warm it was, how wet, how tight. She could not tell if it was her heartbeat or Octavia's but Vinyl could feel a pulse passing between the two of them. She could understand why guys enjoyed this so much.

Reaching up, Octavia grabbed a hold of Vinyl, digging her fingertips into the other mare's back. Pulling down with her earth pony strength, Octavia pushed up. Her breasts presses against Vinyl's, nipples rubbing against each other. Octavia found Vinyl's mouth, kissing hard and slipping her tongue into it. The action caused Vinyl to tense in surprise, the length swelling and throbbing all the more.

Unable to resist any longer, Vinyl pulled back. And wow did that feel intense. Not only did Octavia's walls seem to get tighter, like they were trying to keep her cock inside, but the movement caused the underside of her flare to be rubbed. Between it and the ring, the pleasure was incredible.

Vinyl now understood why some guys went off so quickly.

Fortunately for both her and Octavia (and Rarity), Vinyl did not cum just yet. Instead she was able to keep going, pulling back until the medial ring slipped free. After a brief pause to collect herself, she pushed forward again.

For her part, Octavia Melody was lost in pleasure. The erection inside her, moving back and forth, stroked her walls and sent thrills throughout her body. It felt so different from the strap-ons she and Vinyl sometimes used. She could feel it giving off its own warmth, not just feeling warm from her body. It also had ridges, and curves, not like the smooth, slick surface of the toys. Most of all, it was a part of Vinyl, a real, flesh and blood piece of the mare she loved that was inside her, not an artificial substitute.

That was what made it better for her.

Keeping a tight grip on Vinyl, holding her close, Octavia moved her hips. She shifted against the motion above her, pulling back as Vinyl did, and pushing forward for the same reason. She could feel herself squeezing down with each pull, trying to keep it inside her. Her eyes were closed tight as she held onto the other mare, letting the sensation of their actions flow through her.

Panting from her spot, Rarity worked to masturbate herself. Her palm pressed against her vaginal hood, grinding to tease the sensitive nub of her clitoris underneath. Her fingers worked back and forth, sliding in and out of her dripping wet folds as she tried to match Octavia and Vinyl's pace. She would push deep as they thrust together, then pull back as they separated.

It was Rarity that reached her orgasm first. Her eyes closed tight as she bit on her hand, trying to keep the cry of pleasure as muffled as possible. Pleasure exploded through her body, spreading out from her twitching depths, through her body, and into her limbs. The feeling caused Rarity's knees to shake before giving out, causing to collapse on the floor and into a puddle of her own juices.

Vinyl was not far behind. Her motions had become fast and hard, giving short, shallow yanks and thrusts. Each forward motion was with building urgency, with need. She felt a tightness in her body, similar to when she was reaching her own release. With one last thrust, she buried herself as deep inside Octavia as she could, crying out in pleasure as she reached her orgasm. Her body tensed as she felt her cock twitch, spurting a massive load of cum.

A grunt escaped from Octavia as she through her head back, eyes rolling up. Oh Celestia, she could feel it. Not the actual cum filling her -- at least not that she could be sure of -- but she could feel every twitch, every pulse, every flare and throb. Octavia could especially feel the flare and medial ring pressing against her walls, locking the shaft in place inside her.

Vinyl collapsed against Octavia, panting heavily as her body went limp. Despite the feeling of exhaustion, she leaned up, giving Octavia a kiss.

A thought suddenly occurred to her. Admittedly, it was a little mean, but seemed fair to her.

Breaking the kiss, Vinyl turned to the doorway.

"You can stop spying on us and come in now!" she called out. "We both know you're there."

Blushing brightly, hand glistening with wetness and fluid running down her legs, Rarity came into the room.

Other Species Effectiveness

Dragon Lord Ember looked at the pink crotch-less lace panties she had been given. She still could not believe that she had even considered doing this, to say nothing of actually agreeing to it. She had come to Ponyville in order to spend time with her friends, see about improving pony-dragon relations, and -- admittedly -- get some advice on her role as leader and ruler of the dragons. Yet, somehow, Rarity had talked her into trying out her magical penis creating panties.

"I would very much appreciate it," Rarity had said. "Plus, it would be helpful if I could know whether or not the panties were as effective for non-pony races."

And for some reason, Ember found herself agreeing to give it a try, accepting the panties from the fashion obsessed mare.

Although really, calling them "panties" was being very generous. It was more like three pieces of pink lace sewn together: one for the waist, and another for each leg. According to Rarity, it was different from the previous design in case the user wished to try experiencing than merely penetrating another being with a functioning penis. Ember was kind of curious, but did not have the courage to ask what that meant. Magic aside, even if they had been full panties, Ember would have found them strange. Even with her attempt to create friendship and cooperation, dragons were tough and ferocious creatures, as were their lands. To that end, all clothes they had -- what little there were -- were made to be tough and resilient. Something that could last years with minimal repairs. Underwear included. These "panties" looked like they would fall apart if she sneezed at them, even without using dragon flame.

With a sigh, she started to put them on. It was a slow process for Ember. First, she had to make sure that her large feet could fit through all the holes, as well as not snag the delicate fabric with any of her claws. That was especially difficult with the leg holes, something she would certainly have to share with Rarity. Getting it up her calves and past her knees was easy enough. However, getting them up over her thighs was another matter. Either they had been made for someone with a thinner form, or she had gone through a growth spurt since her last measurements. Given how much she had grown since taking the title of Dragon Lord, the latter was a strong possibility. Despite getting tight though, the lace never tore. It was like the material stretched, growing larger to fit her body perfectly.

Was that actually possible? Ember still did not fully understand pony magic, especially the sheer variety of abilities that unicorns had.

As she worked to pull the tiny garment up over her butt, Ember could not help but notice how it felt. Despite how tough her scales were, she could swear she felt the thin, gentle fabric stroking along her cheeks. It was a pleasant, slightly teasing sensation. The material felt especially nice as it rubbed against the underside of her tail.

As soon as the panties snapped into place, a tingling sensation passed through Ember's body. It started along the edges of the panties, making it feel like her body was being caressed along the lengths. The pleasant tingling grew stronger, sinking into her body and working its way into her muscles. She could feel her stomach and thighs muscles clench, and let out a small moan.

A tingle from her pussy sent a thrill of pleasure up her spine, causing Ember to cry out before looking down. Looking down, she found that her vaginal hood had disappeared. Her clit looked bigger, like it was poking out more. Before her very eyes, it continued to grow and push out further, becoming more and more like a dragon cock.

Reaching down, she pressed her fingers against her vaginal lips, only to find them sealed up. The skin felt different, although she was not entirely sure how. There was also something growing inside, pushing out from her body and causing the skin to bulge. A gentle squeeze caused her developing shaft to twitch, a clear liquid leaking out from the tip.

Before long, she had a full dragon cock that -- judging by her hand -- was impressive in length and girth, as well as a pair of testicles.

Now what was she supposed to do with it?

Well, technically, she did not really need to do anything else with it. After all, the question was whether or not the panties would work for her since she was a dragon, and the big, throbbing, rock-hard purple cock was proof that it did. Really, if she wanted, Ember could take the garment off and revert back to her normal state. Just be done with it all. But... now that she had it, that seemed like a waste.

Maybe she should ask Twilight Sparkle. Twilight had all sorts of books. Some of them probably had to do about male sex and activities.

The cock twitched, more clear fluid forming on the tip of it.

Grabbing a robe that Twilight had provided for her, Ember put it on and left the room to find the princess.

As she made her way down the hall, she felt very awkward. The cock was sticking out in front of her, creating a massive and easily noticeable bulge in front of her. That was when it was still covered. Sometimes, the robe would move a certain way that caused the front end to fall open, letting the erection stick out in the open. Worse, when the material was covering her length, the soft material rubbed against it, sending small thrills of pleasure. Each thrill also caused the length to twitch, releasing even more fluid.

By the time she reached the library, the front of robe had a massive wet spot on it. Plus all of the teasing had left the dragoness feeling flushed and panting slightly.

"Twilight?" Ember called out.

At the sound of her name, the mare appeared from among the shelves. As she approached, Ember could not help but take a look at Twilight's body. She was shorter than Ember, and the other Equestrian princess, but tall by average pony standards. She was also pretty well developed. Lean, slightly muscled, with medium sized (for her height) breasts and wide hips. Twilight's shirt and jeans clung to her form, showing off every curve of her body.

Ember had never realized how... attractive Twilight was. Tall, shapely, thick, smart...

Her nostrils flared as she smelled the air, catching what must have been Twilight's scent. It made her pupils widen and cock throb.

"Hi, Ember," Twilight said as she approached. "Is every...thing..." Her question trailed off as she looked at the erection poking out from the front of the dragon's robe.

A slight blush formed on Ember's cheeks.

"I...uh... was trying those magic panties for Rarity," she admitted. "As you can see, it worked, but I'm not sure what to do with it now. I was hoping you might be able to help me with--"

"Yes!" Twilight cut in, grinning widely as her wings gave a flicker. "This is great!"

"It is?" Ember asked raising an eyebrow.

"Yeah," Twilight answered as she moved closer. "I wasn't around during Applejack's transformation, and although I helped Rarity work on the spells to make the panties, I actually haven't been able to try them out or anything myself. Can you take off your robe? I want to get a good look at it."

"O...kay?"

Undoing the belt, Ember opened her robe and pulled it off, letting it fall to the floor. As soon as she was naked, Twilight bent down, reaching out to take a hold of the length in her hands. It twitched at her touch, letting a small spurt of pre onto Twilight's arm. She gave a gentle stroke.

"Are all dragons like this?"

"Normally they're pink," Ember answered. "Don't know why it's purple. Also, pretty sure I'm on the larger side. Haven't you seen a dragon dick before? I mean, you had Spike, right?"

"I was a foal when he hatched," Twilight answered. "Didn't really take much notice of his genitals. By the time I was curious, we were both too old and it would have been awkward."

Twilight Sparkle continued hold the cock, slowly starting to stroke up along it to the pointed tip.

"It feels warmer than a stallion's," she said as she leaned in. "And the head is very different. It also smells... nice." Lifting it, she placed a hand against Ember's sac.

The touch caused Ember to tense, a small moan escaping from her. It felt different from when she normally touched herself. Less intense than when she played with her clit. The touch to her balls was not really something she could compare to anything else.

"More," she whimpered out, not even realizing it until the word escaped her. "Please."

It was disappointing when the touch on her new male genitals stopped.

"Well, I don't have much experience," Twilight stated as she pulled back, "but I have done some research on this." Reaching down, she took a hold of her shirt and pulled it up over her head, exposing the white bra that she was wearing. Twilight then undid the bra, letting it fall away to expose her breasts.

Ever since she had met the ponies, Ember had been curious about their breasts. Being around dragons her entire life, she had never seen anything like them before. It was a curiosity that grew even greater during her first visit to Equestria, when she saw them uncovered for the first time, and learned about "nipples." According to Twilight, the breasts and nipples were something that mare's gained at puberty, with the main purpose being to feed offspring, the mounds starting to produce milk during pregnancy. According to Rarity, they also had the ability to manipulate males if something called "cleavage" was shown off.

Now, Ember was about to learn another use for them.

Lifting herself up and pushing forward, Twilight Sparkle pressed her breasts around Ember's erection. Getting it well between the mounds, she pressed against the outside, pressing the soft flesh against the hard member. Twilight then lifted herself up more, stroking up the length, then lowered to move down again.

Ember threw her head back as a garbled noise escaped from her. The entire thing was something incredibly new. It was like nothing she had ever experienced before. Then again, between not normally having a penis and being part of a race that did not have breasts, how could she? The sensation was incredible. The feel of warm, soft flesh pressing against the sides of her thick, hard shaft. The gentle rocking of motion, stroking up and down the length. The fur tickled a little, but also touched and teased the her sensitive skin constantly. Especially when Twilight's breasts engulfed the head. It was nearly electric.

A large glob of pre spurted from the tip, hitting Twilight in the face.

"Well, I guess that means I'm doing it right," Twilight said calmly as she wiped the fluid from her face. She gave the coated finger a lick, tasting it as she continued. "And you seem to be enjoying it."

Ember could only groan out in agreement. Her wings spread out and tail shifted, making sure she could keep balanced as her hips started to move. They rocked back and forth, practically on their own, thrusting up as Twilight slid down, and pulling back as she lifted up.

By The Great Dragons! Ember thought as she continued. This feels incredible! She did not want this to end.

Spreading her own wings, Twilight Sparkle reached out to wrap them around Ember's legs. The feathers stroked up along the scales, creating little sensation at first. When they caressed the cleft of her butt and the underside of her tail, however, it sent tingles of teasing pleasure through the dragon.

Ember felt a tension building in her body, especially in the shaft and sac. Before she could fully realize what was happening, she cried out as her body tensed in pleasure. The length swelled and twitched, unleashing thick spurts of white dragon cum all over Twilight's face and breasts.

As the orgasm came to an end, Ember stumbled back. Her wings shifted and tail moved to help keep her from falling. Despite the end of the intense pleasure, her shaft was still twitching, the last of her seed dripping from the tip.

The sight of Twilight Sparkle having cum -- Ember's cum -- all over her face and breasts made Ember feel a mix of emotions. One of them was embarrassment. She felt bad for having made such a mess all over a friend -- all over a princess -- and not even realize it well enough to even give a warning. Another part of her felt a sense of pride. She had unleashed a massive amount of seed, and had marked the mare with it as hers. Related to that was a desire to do more. To cover Twilight in cum from horn to hoof, to mark her as belonging to her, and fill her with potent dragon seed. There was even a small part of Ember that was disappointed that her cum had not been inside Twilight (a mistake that she might be able to rectify).

"Sorry," Ember said. "I didn't realize that was about to happen."

"It's fine," Twilight said. "Just something to keep in mind for the future." Her horn lit up. The rosy aura glowed as it flowed around the semen covering her. With a flick of her hand, the thick semi-fluid came off her fur and collected into a sphere in front of her. She stared at it a moment, licking her lips as she did. Giving a shake of her head, Twilight gave another wave, making the ball of semen vanish.

"So, do you feel satisfied?" Twilight asked. Her eyes, narrowed as she looked at Ember's softening shaft. "If you want, we could do more."

"Do you have anything in particular in mind?"

Getting up, Twilight grabbed her shirt and bra. She then started to walk toward the door.

"Come on. We'll continue in my room."

The two of them made their way from the library, with Twilight leading the way. Before long, they reached the door to Twilight's room, marked by her cutie mark on the door. Inside, the room certainly fit the mare. There were book shelves, desks, and tables. Books were piled up in numerous places, often with scrolls, pens, and ink wells nearby. There were also a lot of pictures of Twilight with others: the princesses, her friends, other townsfolk, family, zebras, griffons, yaks, and even some of her with Ember and other dragons.

"Sorry about it being a little messy," Twilight said as she set her shirt and bra aside. "So, I have two ideas if you're up for them. One is..." she shifted as a bright blush formed on her cheeks "... anal sex."

"What's that?"

The blush on Twilight's face grew brighter and larger, covering nearly her entire face.

"It's... where... the male -- or altered female in your case -- puts their erection into their partner's... rectum." Twilight let out a cough. "It requires lubrication, but is supposed to be more pleasurable than regular vaginal intercourse. It's something I've been curious about for a while, but have never explored. Partially out of intimidation. However, your shaft is built with a narrower tip which should make penetration easier."

As Twilight talked, Ember tried to picture it. She imagined Twilight bent over, those thick soft butt cheeks spread wide. Her shaft pressing against the tight little ring, slowly spreading it open as she pushed inside. Ember could imagine herself bent over the alicorn, pinning her in place as she pumped her hips. The tight virgin ass would squeeze on her cock as she pushed it back and forth. She could hear the noises of pleasure from the two of them, her giving out feral, dominant growls, and Twilight moaning and whimpering. Almost begging for more.

Ember pushed the thoughts aside before she got too caught up in it.

"What's the other idea?" she asked.

"We switch roles," Twilight answered. "You take off the panties, I put them on, and you can find out what it's like to be penetrated by a stallion while I experience penetrating a female."

Now that it had been brought up, Ember wondered what it would be like. Plus, it would mean seeing what a stallion's penis looked like. She had caught sight of the bulges some of the stallions had in their pants, and as a result had looked up what they were carrying, but had never actually seen one in the flesh. Although, in a way, she still would not have since it would not be an actual stallion's cock but a magic one attached to an Equestrian princess.

Still, some part of her liked the idea of being the dominant partner more than experiencing a stallion's cock.

"So, what do we need to do for the butt stuff?" Ember asked.

Twilight Sparkle gave a nod and looked down. Reaching to the front of her jeans, she began undoing the fly.

"To start, we'll need lubricant," she explained. "There's a tube of it in the drawer over there if you want to grab it." She pointed to a small bed side dresser.

Ember gave a nod and made her way to the dresser. Pulling the top drawer opened, she found a notebook with a lock, a tube that had "lubricant" written on it, and what looked like a small plastic horse cock. Deciding not to ask about it, Ember grabbed the tube of lubricant and shut the drawer, hiding the dildo from sight again.

"Now what?" she asked.

Twilight Sparkle now stood there completely naked. Ember could not help but notice that the fur of her coat got thicker between Twilight's thighs for some reason.

"We need to thoroughly lubricate my sphincter and rectum," Twilight said. "I could do it myself or..." she shifted, licking her lips "... you could do it for me."

"What would I have to do?"

Turning to the bed, Twilight Sparkle moved over to it and bent over. Her legs half hung off the side as the mattress supported her upper half. Her tail lifted up high and moved to the side, letting Ember see the cleft of Twilight's cheeks. She then reached back, fingers gripping the soft, ample flesh and pulling them apart to expose her backside fully.

"First, put a lot of lubricant on one finger, and press it against my rectum. You need to rub a large amount against the ring, and push some into the sphincter."

"Do you always keep to proper terms?"

"It's what I'm used to," Twilight answered. "Plus it helps me feel more relaxed and comfortable. Considering what you're about to do, I need to be as relaxed as possible."

Ember let out a snort through her nostrils and rolled her eyes, but decided not to continue the conversation. Popping the cap open, she gave the tube a squeeze. There was a wheeze of air before the thick, pinkish-clear gel oozed from the opening and onto her finger. It felt cold and a little slimy against her scales. After looking at it a moment, she reached out to place it against Twilight's backside.

The contact of the cold gel against her sensitive ring caused Twilight to jump slightly. Her grip on her cheeks tightened, dimpling the flesh as she tried to pull them further apart.

Smirking at the quivering princess, Ember continued to put the gel against Twilight's asshole. Slowly, she ran her finger along the ring before pushing the tip in. The ring felt tight around her fingertip, squeezing down around it as she worked her way in. Curious, she turned her finger around.

A small whimper of pleasure escaped the probed princess.

"Better add some more," Twilight said a second later. "We need to make sure there's plenty, and work it as deep as you can reach."

With a nod, Ember pulled the finger from Twilight's backside and added more lubricant. She practically covered the entire length in it before pressing back in. Slowly, she twisted and pushed, working deeper and deeper into the royal backside. Before long, she was able to sink her finger all the way in to the knuckle, grinding her hand against the cheeks.

"How does it feel?" Ember asked.

"Weird, mostly," Twilight answered. "I mean, it does feel somewhat pleasurable, but it also feels odd."

"Do you want to stop?"

"No. I want to find out what this is like. No reason to back out now." Twilight moved to look at Ember. "Unless you don't want to."

"No, I want to," Ember answered. And the cock between her legs agreed. It was throbbing with excitement, practically aching to penetrate that tight, sexy purple ass presented to her.

"Okay," Twilight said. "Well, I'm pretty sure that my rectum is as ready as it's going to be. Now we need to get you ready. Do you want to do it yourself, or want me to do it?"

"You do it," Ember said, holding out the tube.

Sliding off the edge of the bed and turning around, Twilight Sparkle crouched down in front of Ember again. Taking the tube of lubricant, she poured a large glob of gel into her palm. Twilight then brought her hand up to the underside of Ember's shaft, pressing the thick gel against it.

Ember trembled at the feel of cold lube against her warm shaft, the length twitching. She watched as Twilight's fingers wrapped around it, stroking up and down the length from base to tip. After a few strokes, the entire shaft was glistening and throbbing. More of the thick, cold, goo was then placed on the tip and around the edge of the flare.

"The extra on the tip should help with the initial penetration," Twilight explained as she stood up, "and the extra around the crown will help the thickest part slide in easier." She looked down at it again and took a deep breath. "Ready?"

Ember nodded.

Returning to the bed, Twilight Sparkle got back in position and spread her cheeks again.

"Just remember to go slow."

Ember gave a nod and moved forward. Her tongue slipped out of her mouth to lick at her lips as she stared at that presenting ass and glistening asshole. As she got closer, she reached out with one hand, taking a hold of the rump and giving a squeeze. Her other hand reached down to the shaft, feeling the slick lube covered surface as she took a hold. Slowly, Ember pushed forward, watching to make sure the head lined up with the presented tailhole.

As the tip touched the offered opening, she pushed forward, feeling the resistance of the ring against the tip. The narrow point slipped in easily, pressing against the tight muscles and pushing it open. As the head quickly got wider, the ring pressed on it more and more, slowing the motion down.

Then, with a wet squelching pop, the entire head suddenly slipped into the tight rear, getting a moan of surprise and pleasure from both of them.

"Hold on," Twilight called out. "Don't... don't move. I... I need time to get used to this. It's a lot thicker than a finger."

Ember tried, but it was difficult. She could feel the tight ring of muscle clenching and relaxing around her cock, making it twitch and throb. Or maybe her cock was twitching and throbbing, which made the ring flex and clench around her. Either way, it sent thrills of pleasure through Ember, and made her want to keep going. She wanted to push forward, and bury herself as deep into Twilight's hot, tight ass as she could reach. She wanted to thrust in as fast and hard as she could, filling the room with sounds of hips slapping against fleshy cheeks and moans of pleasure. Ember wanted to fuck that royal purple ass until she filled it to overflowing with thick dragon cum.

A rose-colored glow got Ember's attention as she noticed Twilight's horn lighting up. The magic encompassed the tube of lubricant, floating it to Ember.

"Here," Twilight said. "Put some more on your shaft before going any further."

Taking the tube, Ember opened it again and poured the gel along the top of her length.

"Now go forward slowly."

Tossing the lubricant onto the bed, Ember took a hold of Twilight's hips, pressing the palms down against the fleshy cheeks. She then pushed forward, pressing more of her shaft against the tight ring. A moan of pleasure escaped her and Twilight as she worked her way deeper into that warm, tight, little backside. Was this what sex normally felt like for males?

Finally, she bottomed out, hips pressing against cheeks as her cock was buried as deep as she could get. Most of the gel had collected at the base of the shaft, thoroughly coating Twilight's ring and crack, and Ember's lower stomach and hips. The length was twitching and throbbing, encouraging Ember to pull back and thrust forward until finally reaching her release. It was taking a lot of her willpower to hold still, letting the both of them get used to the feeling.

"Okay," Twilight said. "Now, slowly, pull back."

Closing her eyes and taking a deep breath, Ember tightened her grip and pulled her hips backwards. It was easier to pull back than it had been to push forward. The tight ring continued to squeeze around her cock, but felt like it was pushing her out as well. It still felt incredibly tight, squeezing and stroking the length as it slipped out of the warmth.

When she felt the back of her flare reach the inside of the ring, Ember stopped again. She could feel the twitching and squeezing. Her eyes drifted toward the tube of lubricant. Grabbing it, she gave a hard squeeze, pouring more of the contents onto her length, making sure to get as much as she could right up against Twilight.

With the tube empty, Ember tossed it and pushed forward again. Whether it was due to the extra lubricant or Twilight relaxing, she found it easier to push back in than it had before.

Twilight moaned out as the shaft buried itself inside her backside again. Her body clenched and relaxed, squeezing around the intruding shaft. As she pressed against Ember, Twilight's hips rocked back up and down, moving the cock inside her as grinding against the hard hips of the dragon above her.

"Okay," Twilight panted out, "you can start going faster."

Something primal finally broke loose inside Ember. Bending over, she pressed herself against Twilight's back, pinning her in place. Gripping the bed, her claws dug into the mattress, tearing the sheets in the process. Twilight moved underneath Ember, trying to ask something. Before she could, Ember took a hold of her neck between her teeth, causing Twilight to gasp and moan out as her body went limp in submission.

With a feral, chest-rumbling growl, Ember started to pump her hips. Pulling back hard, she yanked her shaft out until just the tip remained. Without stopping, she thrust forward again. There was a slap as she pumped, her hips slapping against the soft equine rump. The impact also caused Twilight bounce forward, a grunt escaping her. Before Twilight had even stopped jiggling, Ember was pulling back and thrusting forward again.

Twilight Sparkle let out a grunt of pleasure each time Ember thrust forward. Pinned down the way she was with sharp teeth around the back of her neck, there was little she could do. Even if she could move back and forth, she could not keep time with the nearly feral thrusting into her. The pounding her backside was taking was too fast and hard, making it difficult to squeeze and relax at all, much less in time with the erratic movements. All she could do was lay there, letting her body be dominated and ass pounded.

Maybe it would not be so bad to let a stallion try it after all.

Reaching her limit, Ember thrust forward one more time, pushing to bury her cock as deep inside Twilight as she could reach. Releasing her grip on Twilight's neck, she threw her head back and roared, flame shooting from her mouth. The length swelled and twitched as she unleashed a massive load of pent up dragon cum deep into the mare's sexy backside.

The feel of the twitching shaft and scalding hot semen filling her rectum set off something in Twilight Sparkle. Her eyes rolled back in her head as her body climaxed, spasming with pleasure. She tensed and clenched, ring squeezing around the shaft in her ass. Her pussy twitched and shifted, trying to milk a non-existent shaft with need. Feminine fluid sprayed out from her nether lips, covering Ember's thighs and sac, and creating a massive wet spot on the sheets beneath her.

As her orgasm subsided, Ember collapsed on top of Twilight Sparkle, panting heavily. Her hips slowly continued to rock, working to release the last few drops of semen as the length began to soften.

Twilight's horn lit up with magic. Taking a hold of Ember, she slowly lifted the limp dragon off her. The softening cock slowly slid free of her backside, the tip slipping out with a wet pop. A small amount of the warm dragon cum escaped from Twilight's ass before her ring could close up, trapping the rest inside her. Letting Ember go, Twilight moved to get up.

"Thanks for that," She said. "I learned a lot. More than I expected actually."

"My pleasure," Ember replied. "Really. I loved doing that." Sitting up she looked at Twilight. "Maybe we can do it again soon?"

Twilight's eyes narrowed as she smirked.

"How about next time, you get to experience what a stallion's cock feels like?"

Ember grinned, cock giving one last twitch before going completely soft.

Boss Dreams

Coco Pommel let out a sigh of relief as she got home, shutting the door and dropping onto the couch. As much as she loved working at Rarity For You, it could still be pretty tiring. The place could get pretty busy at times, especially when some new outfit was being debuted or an extremely popular event was rapidly approaching (which seemed to be most weekends).

Still, even with all that, she loved it more than anything. Not only did she get to help ponies find outfits they liked and were quite fashionable, but got to make connections of her own with some of the most well-known and influential ponies in the industries (and then some: it was still hard to believe that Rarity had brought Princess Celestia along to see the boutique). Plus, she was allowed to design and sell some of her own outfits as well. Coco's Corner: a portion set aside for her with Rarity's blessing.

Rarity.

One of the smaller benefits of the job, but Coco's favorite. Now that she was working at Rarity's Manehattan boutique, whenever Rarity came to the city, Coco got to see her. At the very least, it would be a few hours as they went over the business, but often Rarity would invite Coco to join her for dinner, or come with her and her friends to some event or other.

Sometimes, when it was just the two of them, Coco would imagine that it was a date. Many times, she would even imagine that Rarity would come home with her for some intimate fun.

With that thought, she turned to the bag at hand. A smile spread across her face as excitement began to build up. Reaching in, Coco Pommel pulled out her latest garment: her own custom made pair of magic panties. They were Tanga style cotton panties, with the main fabric being a lavender purple, and a light red trim to match with her cutie mark.

With her new garment, Coco made her way to her bedroom. There, she quickly undressed, panties and blouse going in the hamper while her skirt and stockings were set aside for tomorrow. Laying back on her bed, Coco lifted up one of her legs, slipping her hoof through a leg hole of her new magic panties. After putting her other hoof through, she slowly pulled them down. As the panties reached her thighs, she lifted herself up just enough to slip the garment over her butt and up to her hips.

As soon as the waistband snapped into place, a tingle of the magical energy began to flow through Coco's body. A moan of pleasure escaped her body as the power began to work on her. With an effort, she was able to keep her eyes open, ignoring the pleasure long enough to watch the change. Before her very eyes, she could see her vaginal hood lifting and pulling back, melting into the flesh around it. The now exposed nub of Coco's clit grew longer and thicker, pushing away from her body.

She wished she had a mirror so she could see the entire change. She was curious to see what it would look like for her lips to close up, or how her urethra would somehow combine with her clit to create a fully functioning penis.

Before long, Coco Pommel was sporting an erect little pink cock, and a cream colored sac.

"Oh, my," a familiar feminine voice purred out. "What a cute little cock and balls you have there."

Rarity stood at the bathroom door, completely naked.

Coco considered a moment and shook her head. That was not right. Rarity had a love of clothes and a flair for performance. As much as Coco would like it, Rarity would not simply show up naked.

Rarity stood in the bathroom doorway, dressed in a dark purple robe with baby blue trim made of silk. Her eyes narrowed as she smiled, stepping out of the doorway. Her hips swayed as she walked closer, rocking back and forth with sensual, hypnotic motion that came so naturally to her. As she approached, Rarity gave a gentle tug of the neckline to expose more cleavage before reaching down to undo the sash, letting it slip away. The robe fell open, then slid off Rarity's shoulder, falling to the floor.

There Rarity now stood, wearing a pair of stockings and a pearl necklace with a single diamond resting between her breasts.

A thought occurred to Coco: her mental image of Rarity was slightly out of date. After having Winter Gem, Rarity's body would look a little different. Her hips would be wider, and they and her thighs and butt would probably be thicker. Similarly, Rarity's breasts would be larger as well. Especially if she was nursing. Then, not only would she be larger, but still lactating as well.

Something that Coco would have to keep in mind for other fantasies.

Rarity continued to move closer to the bed and Coco, stopping right in front of the transformed mare. Leaning down, she placed her hands on Coco's knees, giving a gentle squeeze before slowly pulling the legs apart. Rarity lowered herself more, setting down between Coco's legs. Reaching out with one hand, she took a hold of the small shaft.

Shifting, Coco took a hold of her cock, wrapping her hand around it. Slowly she stroked up to the tip then down to the base.

"Such a cute little cock you have here," Rarity purred out as she stroked Coco's length. "So warm and firm." She gripped it tighter, picking up her pace.

A moan escaped Coco as her grip tightened on her shaft. The length twitched against her palm and fingers, releasing a small spurt of pre.

"Oh," Rarity said as she looked at the small bead of fluid forming on the tip. "It seems that somepony is quite excited. And a little sensitive." Licking her lips, she leaned forward, her breasts rubbing against Coco's thighs as she did. "I bet that just a few licks will send my little Coco over the edge." Nearly touching the tip with her mouth, her tongue slipped out.

She suddenly let go, pulling away to stand up.

Coco released the hold of her shaft, bringing her hand up to clean the fluid from her fingertips. She gave long, slow licks, savoring the first taste of her own masculine produced fluid. Once her fingers were thoroughly cleaned, Coco reached up to her bedside table and pulled the drawer open. Pushing the dildo aside, she pulled out the bottle of lubricant and rolled onto her back. Opening the tube, she began to pour the gel into the palm of her hand.

"That's not what we are here for tonight, however, now is it?" Rarity asked as she climbed onto the bed. One hand reached down to take a hold of Coco's shaft as Rarity moved above her, straddling her waist. Raising herself more, Rarity spread her nether lips as she pointed the cock head at her feminine opening.

Rarity then started to lower herself, letting out a moan as the head of Coco's shaft began sinking into her.

Coco placed the lubricant covered hand around the top of her cock, letting out a moan as she gave a squeeze. Slowly, she stroked down, imagining herself penetrating Rarity's warm wet depths. As she reached the base, she gave a tight squeeze.

As Coco's shaft became fully buried, Rarity's walls clenched tight, squeezing the length.

"Oh, this feels nice," Rarity moaned out. She began to rock her hips back and forth. "It has been far too long since I've done this." She then looked down at Coco and smile. "And you really deserve to have some fun like this too, darling."

She then started to raise herself up.

Eyes closed and head tilted back, Coco stroked up along her shaft. The movement of her hand over her medial ring sent a thrill of pleasure through her body. Her movement stopped as she reached the flare, she gave another squeeze, rubbing back and forth along the sensitive edge. After a second of teasing the head, Coco started to stroke down again.

Reaching the top of Coco's shaft, Rarity squeezed down and rotated her hips, teasing the head with her warm wet walls. Rarity then pushed down again, working back to the base and squeezing before sliding up again. With each stroke, she picked up her pace, moaning in pleasure each time she thrust downward.

Coco's hand slid up and down her shaft, stroking faster and faster as she worked from base to tip and back. With each pump, she imagined that Rarity was on top of her, riding her cock. She could practically see those beautiful big breasts bouncing up and down with each movement, small droplets of milk occasionally leaking from the nipples. Oh, how she wanted to touch them, to squeeze them, to lick and suck on them and drink Rarity's milk. She also wanted to grab Rarity's ass. To squeeze it, spank it, bite it. She would love to even watch it bounce up and down, jiggling with each movement.

The mental image and new experience were quickly becoming too much for Coco.

"I'm... I'm gonna cum!" she cried out.

"Go ahead," Rarity said as she continued her riding. "No need to hold back on my account."

Clenching her teeth, Coco's hips pushed up as her body tensed, reaching her orgasm. She continued to stroke her cock, feeling the length throb and twitch against her hand. Warm, thick fluid spurted onto her stomach before running down the shaft and covering Coco's fingers.

When the orgasm passed, Coco slid her hand up over her softening shaft, and let out a small hiss. The head of her shaft, which was the most pleasurable spot for her to tease and stroke, was now almost painful to touch. Opening her eyes, she looked down at the softening shaft as it laid on her stomach, a small amount of male cum leaking from the head onto her cream colored stomach.

The male orgasm was...okay. It did feel good, and seemed to come faster than when she masturbated normally, but it was all over, so quickly. As much as she enjoyed the feeling, it passed in mere seconds. And honestly, she did not feel completely satisfied. Plus, even if she wanted to, do it again so soon was not an option.

"Well, that was fun," Rarity said as she moved up off of Coco and stood up. A small amount of the cum leaked out from the lovely white nether lips. "Now, take off the panties."

Slipping her thumbs into the waistband, Coco Pommel lifted her hips and pushed her underwear down. As they slid down her thighs, Coco's softening shaft continued to get smaller and smaller, leaving a trail of fluid along her stomach and crotch as it returned to her feminine parts. By the time the panties were at her ankles, Coco's cock had disappeared and she had her nether lips and sensitive nub once more. Pulling the garment free of her legs, she let them drop to the floor.

Rarity produced a pair of her own and quickly slipped them on. Before Coco's very eyes, Rarity's crotch began to change, shifting from a pair of beautiful white vagina lips giving away to a sac as a large, thick, throbbing, purple cock formed.

"Now," Rarity ordered, "roll over onto your stomach. Legs tucked under you."

"Why?" Coco asked as she rolled over onto her stomach. Pulling her legs up under her, she tucked them against her stomach, raising her rump off the bed and into the air. Her tail lifted up high and flagged to the side, exposing her plot and vaginal lips. Reaching to her bedside table, she now pulled out the large purple dildo with a trio of lozenge cut diamonds on the white "sac" base. With the toy now in hand, Coco grabbed the bottle of lubricant and began applying it to the tip.

"So I can breed you, darling," Rarity said. Moving closer, she reached out, placing a hand on Coco's bottom and stroking along one of the cheeks. Her horn started to light up before a spell poured into Coco's body. "Now that I can have a penis of my own, I am able to impregnate other mares with my offspring." She reached out with her other hand, stroking the base of the tail. "As such, I have decide that you, my dear little Coco, shall be my first broodmare."

Her eyes narrowed as she licked her lips, her cock throbbing as pre started to leak from the tip.

"I believe that you shall give birth to a great many lovely little foals for me, won't you?"

Coco started panting in excitement, her face taking on a bright red as she blushed. The idea of being bred -- impregnated -- by Rarity, of carrying those beautiful foals, it sent a thrill of fresh arousal through her. The image of herself, belly swollen with new life and breasts leaking milk, filled her mind. Not just once either, but again and again. Each time she had given birth and recovered, Rarity would breed her again, and again, and again.

The idea had Coco dripping with arousal.

A firm slap on her rump caused Coco to jump, letting out a yelp of surprise.

"My," Rarity purred out. "You seem to love the idea, don't you?"

Coco nodded, ears pinned back as her blush grew brighter.

"Well then," Rarity declared, "no reason to wait, now is there?" Taking a hold of Coco's hip in one hand, she placed the other on the thick shaft between her legs. Aiming the tip, she moved forward, lining the head up with the waiting, dripping vaginal lips.

Shifting around, Coco brought the lubricated dildo behind her. Closing her eyes, she brought the tip against her vaginal lips, stroking along the opening. Taking a deep breath, she pulled the toy forward, pressing the head against her as it started to sink in.

"Oh, my," Rarity moaned out as she continued to pushed forward. "You are quite a tight and wet little mare, Coco." Leaning forward, she pressed her body down against Coco's. "I am glad that I chose you to be the first I penetrated." She leaned closer, her breasts pressing against Coco's back as Rarity's lips nearly touched an ear.

"And I look forward to filling you with lots of fertile seed, my little broodmare," Rarity whispered before nipping the ear.

She then gave a hard thrust, burying herself as deep inside Coco as her cock could reach.

Coco shoved to toy as deep into her as she could. A cry escaped her as she suddenly reached orgasm. Her body tensed as pleasure shot through her, making her muscles twitch and stars flash before her eyes. She could feel her inner muscles tensing, clamping down on the thick shaft and stroking it, trying to pull it deeper into her body.

Rarity's grip tightened on Coco, holding the other mare in place. Her hips rocked back and forth, grinding her hips against Coco's rump while making the thick, warm cock shift and move inside the warm, wet, depths.

"Climaxing already?" Rarity asked as she continued her grinding. "And here I thought it would be a while. Especially after your male climax." She gave a hard shove, causing Coco to cry out in pleasure. "You must be quite excited at the prospect of my impregnating you."

"YES!" Coco cried out. "Fuck me! Fill me! Breed me! Make me swell with your foals! I WANT IT! PLEASE!

Rarity's eyes narrowed as she gave a small smirk.

"Well then, who am I to decline such a desire?"

Tightening her grip on Coco, Rarity pulled her hips back. Her shaft tugged at the walls as it slipped free, sliding out until the medial ring tugged at the inside of the lips. She then gave a fast and hard thrust forward, sinking back in to the base. Her hips slapped against Coco's rump with an audible slap, causing the penetrated mare to moan out as she was pushed forward.

Before Coco could even recover, Rarity was pulling back again and thrusting forward again.

"You're loving this, aren't you?" Rarity asked. "You want to be fucked and filled. To be bred. You want to be my little cum loving slut, don't you?"

"Yes," Coco whimpered out.

"Louder!" Rarity ordered. She gave an extra hard shove of her hips, pulling Coco back as she did.

"YES!" Coco shouted. "I'm your cum slut. Your broodmare. Your bitch! I want you to take me. Claim me. Make me yours. I want you to fuck and fill every hole of my body. Knock me up and use me until I can't move any more. Until I pass out from pleasure. Then keep going. Fuck my unconscious body until you're satisfied. Just keep giving me your beautiful cock, Rarity. I'll do anything as long as you keep fucking me!"

"I must say," Rarity purred, "you seem to become quite the submissive little slut when you get worked up, don't you." She grabbed a hold of one of Coco's breasts, giving a squeeze and causing a moan. "I must admit, a part of me -- a rather large part --" she gave a thrust, her shaft throbbing "-- is quite thrilled --" she gave another thrust "-- at the idea."

Coco could only grunt out. Her mouth hung open as she started panting. She tried to say something, but only animalistic noises escaped.

Reaching down, Rarity pushed a finger against Coco's clit.

"No reason to stop now. Cum for me, Cum Slut Coco."

Throwing her head back, Coco Pommel screamed out in pleasure as she reached her climax. Her entire body tensed as everything went white. Pleasure shot through her entire body like lightning, striking her pussy and brain, and radiating out into every part of her. Her walls clenched down hard, muscles squeezing as tight as they could. Feminine fluid squirted out from her sex, spraying against the inside of her legs, her hand, and soaking the sheets beneath her.

"Just what I needed," Rarity declared as she buried herself one last time. "Get ready, my little broodmare. I'm going to fill you with plenty of fertile cum. Make you nice and pregnant."

Before her orgasm had completely ended, another one shot through Coco. Her body collapsed as her limbs gave out, moaning as pleasure wracked her body. She shifted and squirmed on the bed, fluid squirting from her sex and even forcing the toy out of her body.

*****

The sound of knocking woke Coco Pommel up. Blinking the sleep from her eyes, she got and headed toward the door.

"Just a second!" she called out as she walked through the apartment. A yawn escaped her as she gave a shake of her head. What time was it? Why was somepony knocking on her door at whatever time it was?

Opening the door, Coco saw the familiar pink face of one of her neighbors. The other earth mare was dressed in her typical attire of sleeveless shirt, sleeves, jeans, leg warmers, and pacifier necklace. Blue eyes looked at Coco, then down at her body, then back up at her face again.

"Pacific?" Coco asked, blinking sleepily. "What's up? Everything okay?"

"That's what I was coming to ask you, actually," Pacific Glow answered. "Azure said she heard what sounded like screaming from your apartment earlier. Thought I'd check to see if you were okay before called the cops and they busted your door down or something." Glow's gaze flicked down over Coco before looking her in the eye again.

"So you okay?"

A blush formed across Coco's face. Her neighbors -- or at least one of them -- had heard her. She had been so caught up in her fantasy, that she had actually been screaming. Dear Celestia, she hoped that nopony had actually heard the exact words she had said. The only thing more embarrassing would be if they had caught her masturbating.

....Or... if... they saw her...naked...

Coco glanced down and saw her naked breasts. With a yelp, she slammed the door shut, leaning against it. Her entire body was burning with embarrassment. Her neighbors had heard them screaming in orgasmic pleasure, and now one of them had seen naked.

Shifting, she looked down further. As she feared, her crotch was glistening with moisture and the fur was matted from dried fluid.

She was going to have to move. No way around it.

"I'll let Azure know you're fine," Glow called through the door.

Leave Manehattan. Find a nice quiet cabin in the middle of the forest on the furthest edges of Equestria. Some place where no pony would even know of her, to say nothing of what a perverted mare she could be.

"Maybe you could come over and we could hang out later."

No. That was not far enough. She would have to leave Equestria.

"Have fun."

In the silence, Coco could hear Pacific Glow's hooves against the floor as she left. With a sigh, Coco slid down to the floor, pulling her legs up and tucking her head between her knees. She let out a groan as she sat there.

"Calm down, darling," Rarity said as she stepped out of the bedroom door, tying the belt to close the robe she wore again. "It's hardly as bad as you're imagining it."

"My neighbor saw me naked," Coco groaned out. "They heard me crying out and begging to be fucked and impregnated." She let out a gasp, throwing her head back. "They heard me scream 'fuck' and call myself a 'slut.'"

"True," Rarity conceded as she moved to sit on the floor across from Coco. "However, they showed no signs of being scared or angry. Azure Velour was worried that something had happened to you, and Pacific Glow either did not want to embarrass you, or was rather fond of what she saw." Reaching out, she placed a hand on Coco's chin, bringing the other mare to look her in the eye.

"Perhaps instead of having such vivid fantasies about me, you should see if one -- or perhaps both -- of them would be interested in pursuing something romantic with you."

"But what about you?" Coco asked. "What about us?"

"Darling," Rarity said slowly, "I am a fantasy. A figment of your imagination." She leaned closer. "You are essentially sitting on the floor and talking to yourself in the form of a mare you have a strong infatuation with."

Coco's ears pulled back as she bit her lip.

"There's nothing wrong with fantasizing," she mumbled.

"No," Rarity replied. "There isn't. However, you also should not get so caught up in your fantasies, that you forget about reality." Rarity took a hold of Coco's hand. "You know that, and you believe that the real Rarity would say the same thing. That's why you are having me say this to you. You just need to admit it to yourself."

With a sigh, Coco nodded.

"Now, you have two choices. You can either work up the courage to tell the real Rarity how you feel, and see what happens, or you can try to move on and find love with some other mare."

With a deep breath, Coco moved to push herself back up. She would do it. She was going to take a shower, get dressed, then go talk to her neighbors. At worst, she would have some new friends and a few embarrassing stories. At best, she would be able to have a new relationship and move on from her infatuation with Rarity.

"And if things work out," Rarity whispered in her ear, "perhaps they'll let you try out your new panties with them."

Massive Security Measures

The sound of the bell ringing announced the arrival of someone to Rarity's shop. Ears perking up, Rarity turned toward from her workstation toward the fronts.

"Give me a minute, please," she called out as she pushed away from the table.

Now came the hard part: getting up. Now that she had only a month or so left in her pregnancy, she had gotten quite... noticeable. Her abdomen had become quite enlarge and rounded with the life developing inside, as had her breasts, which in the last week or so had started leaking milk and becoming quite sensitive. There was also a widening of her hips, and a thickening of her rear and thighs, about which Rarity was becoming quite sensitive. More importantly, the increase in her mass and change in her center of gravity, resulting in her having back pain, and making it a massive chore to try and get up from any chair.

"It's alright," a familiar voice called out. "Stay where you are. I am coming to you after all."

Oh thank heavens, Rarity thought to herself, settling back into her chair. Admittedly, she very much preferred it if she could simply stay in a nice, comfortable chair, and have anyone who entered the shop simply come to her. However, as nice as it would have been, it was not very professional behavior, and a good professional relationship with her customer base was a key portion of keeping Carousel Boutique open.

Besides, she could never stay seated for long, as the sudden feeling of her bladder needing relief reminded her.

A tall, lean unicorn mare entered the room. She had a pale sky-blue coat and bright orange hair. Currently, she was dressed in a black dress with gold accents that matched her eyes.

"Sassy, darling," Rarity called out as she lifted on arm, "do be so kind as to help me up, would you? It seems I need to make use of the facilities." She let out a sigh and rolled her eyes. "Again."

"Of course," Sassy answered, reaching out with her free hand to take a hold of Rarity's. With her assistance and a little of magical support from both, they were able to get the pregnant Rarity up onto her hooves.

Rarity's tail gave a flick as she reached behind her, rubbing the sore spot at the base of her back. Once certain of her balance she walked (and refused to admit it was waddling; a lady like her did not "waddle," no matter how pregnant she became) toward the restroom.

"I must say," Sassy said as she walked alongside, "that is quite a lovely maternity outfit you have." Her smile grew. "And you look absolutely radiant in your pregnancy."

"Thank you," Rarity replied, brushing a hand down along her skirt (with no panties underneath: a state that had once caused her to blush, but now was rather mundane). "One unexpected positive to this situation is a new understanding of what a pregnant mare requires of her clothing. Things I honestly had not considered prior to being in my current state."

Once the matter was finished, the two made their way to the kitchenette for some tea. While they waited for the water, Sassy pulled out a folder from the handbag she carried.

"Well, here they are," Sassy said as she held out the folder. "The sales figures for the past month, and a couple of special requests I thought you might be interested in."

She leaned in closer as Rarity opened the folder.

"As you can see," Sassy continued, pointing at the paper, 'those panties of yours have still been our biggest sellers." She gave a shake of her head. "I had no idea so many mares would be interested in experiencing what it would be like to have male genitalia."

"I am certain at least a portion of it is the sheer novelty," Rarity replied, continuing to study the papers. "An opportunity to experience something new and different without, to understand what it is like for a male, without spending a small fortune to have someone cast a complicated and high-level spell. Plus, it is temporary, allowing them to bring it to an end simply by removing the garment. That means that if someone is... considering their gender and preferences, they can experiment safely without any long term effects."

Sassy Saddles gave a nod, looking at Rarity and the figures as she let the information sink in. She turned her head, looking over toward the tea kettle as it was starting to warm up. Her attention then returned to her boss.

"There's something I've been wanting to ask you. With the popularity and innovation of these panties, aren't you worried about other designers stealing or copying them."

Looking up from the paperwork, Rarity stared at the other mare for a second. She then burst out in a fit of giggles.

Sassy blinked, eyes wide in surprise.

"Well, I'm glad to know you aren't worried," she said, "but may I ask what it is that makes the question so funny?"

Rarity's laughing stopped. Taking a breath, she wiped at an eye with one delicate white eye. A small cough escaped her throat as she collected herself.

"First," she said, "it would be a bit of a waste at this point. I am already working up a contract, which will allow other companies and designers to create their own version of my enchanted penis panties, for a small fee depending on the size and income of the shop. That way, a smaller business starting out can make them as well as a large national shop."

After giving a small nod, Sassy let out a snicker of her own.

"That is going to create quite an interesting fashion show."

"Oh, quite certainly," Rarity agreed, letting out another giggle of her own. "And I kind of look forward to seeing it. It will be very entertaining."

Especially if the models happen to get aroused while on the catwalk, she thought to herself.

"Now, back to the matter at hand. The second reason is that Twilight and I created a bit of a security measure built into the panties. One that would fade with time so as not to affect anyone using the garment properly, but shall activate should anyone attempt to try and tamper with them, much to the regret of the saboteur."

Curious, Sassy Saddles leaned forward.

"Would you mind telling me what that would cause?"

Suri Polomare stepped into the crappy little over-sized closet that was her apartment. She started to slam the door shut, but stopped herself, not wanting the neighbor's over-grown rat of a "dog" to start yap-yap-yapping away.

Unfortunately it did no good. Despite her efforts, something set off the damn animal, its painfully high-pitched barks filling the air and echoing through the entire floor.

A sigh of frustration escaped from the earth mare. One pale pink hand reached up to her face, fingers rubbing at her eyelids.

This was not how her life was supposed to be. She was supposed to have a line of clothing that was featured in every shop of Equestria. She was supposed to be on her way to having her own shop and franchise. she was supposed to be living in a fucking penthouse suite!

Instead, she was stuck in this dilapidated tinder box just waiting for a single candle to fall over to go up in flames, working for hours on end at a sewing machine to make other people's designs, and trying to work on her own in her free time.

It was all Rarity's fault. If not for Rarity, Suri would have taken first place at Fashion Week. If not for Rarity, Coco would still be working for her. If not for Rarity, the name Suri Polomare would be well on its way to becoming one of the best known in the fashion industry.

Fortunately for Suri, Rarity was also the answer to her problems.

A small smirk formed on her face as she held up the bag, the words "A Rarity for You" written onto the side. It had taken some work, putting in overtime, buying fabric only on sale, cutting back on dining out, and most of all, waiting until Coco Pommel was out of the shop, but she had done it.

She now had a pair of enchanted panties. Once she had taken them apart and studied them, she could figure out how they worked. Being an earth pony, Suri would not be able to reproduce the effects herself, but once she knew, she could then sell that information to one of the other clothing companies. And for quite a profit at that. Plus, it would mean that Rarity's shops would no longer be the only place selling them, cutting into the bitch's profit margin.

Her getting money and Rarity losing some sounded like a win-win to her.

Pulling out the panties, she dropped the bag. They were the cheapest and most basic pair the shop carried. Just plain white cotton without any sort of ornamentation or accents. While there were some with an extended opening ("so that the wearer can experience anal stimulation while having a penis," the sales girl explained), the pair Suri bought only had enough of an opening to allow the penis and testicles to slip free.

Suri made her way over to her little work station, turning on the magnifying lamp and pulling into place as she sat down. Using its magnifying lens, she held the panties close, studying the stitching along the waistband. Her brown eyes narrowed as she took in the threads, searching.

Until there it was. The spot where the stitching overlapped with itself. This was where the sewing had started and finished. With the overlapping, it was where the stitches would be their strongest, the least likely to break, but it was also the safest place to break the seam without damaging whatever magical symbols may be sewn inside.

Grabbing her seam ripper, Suri slipped the straight, pointed tip under the stitching and pushed forward. The thread strained it the metal rod slid under it, snapping as it was cut by the sharp edge at the base of the fork, and giving a small pop.

After the third stitch broke, a bright burst of magic flashed from the spot, filling Suri's eyes with its pale purple tinged light. Although she could not see it, she could feel the energy hitting her arms and chest, seeping into her. It tingled as is moved through her, collecting together as it flowed down into her stomach and settled into her crotch.

Suri sat there a moment, eyes wide as she stared down at her pants, her mind trying to process what she was feeling, and what it implied. She could feeling herself tingling with pleasure, the sensation spreading to her lower abdomen and the inside of her thighs. As Suri watched, the front of her pants began to shift, bulging outwards as it was filled with her previously non-existent penis.

A small hiss escaped her as she suddenly felt her testicles squeezed against her. It was enough to get her out of her shocked state and into action. Suri shot up, knocking the chair over in the process. Grabbing the front of her pants, she quickly undid the fly, then pulled them and her panties down.

A dark purple cock sprung free, bouncing up and down as it was released. The length twitched and throb, growing larger before her very eyes.

And larger!

And larger!

And LARGER!

As Suri watched, her newly formed cock continued to grow longer and thicker. She could feel her sac and testicles expanding, more and more of it pressing against the inside of her thighs and teasing both. Each throb of growth sent thrills of pleasure through her body. All the weight of the new, rapidly growing genitals pulled down at her.

Between the new weight, the shock, and the pleasure, it all became too much for Suri. Her knees gave out from under her, causing her to drop to the floor. There was a burst of pain as she landed on her nuts, pressing them between her and the floor. The shock made her length throb more, pre-cum spurting from the tip. She could feel herself being lifted by her growing balls, her legs being forced further and further apart. She could only watch, wide-eyed as the tip of her length lifted up higher and higher.

A ripping sound filled the air as her pants and panties were ripped in two. The remnants of the garments fell down off her legs, pooling on the floor beneath her.

Suri found herself panting in excitement and pleasure as she watched. Something about it was... thrilling. She reached up to her neck, untied the not of the scarf, and let it fall to the floor. Her blouse was quickly unbuttoned and joined it, followed by her bra.

Once the growth had stopped, Suri was straddling a pair of testicles, each the size of a beach ball. Reaching out, she wrapped her arms around the shaft and pulled it against her. The broad flat tip came right up to her chin. The smell of a masculine musk and arousal filled her nostrils, burning the desire into her mind.

She pulled the length closer, tightening her grip on it. The feel of her nipples pressing against the length and it pressing against them sent tingles of pleasure through her body.

Closing her eyes, Suri licked the tip of giant cock. The taste of skin and salty pre coated her tongue. Pressing her muzzle closer, she licked it again, and again. Her tongue pushed forward, slipping into the slit. She wrapped her legs around the base and squeezed, her hooves pressing into her sac and stroking to tease the contents within.

Shifting and adjusting herself against the length, she began to stroke herself against it. She did herself to move her entire body up and down along it, stroking up to the tip before pulling down toward the medial ring. Her thighs squeezed and moved up and down, rubbing as close to the base as she could get. Each movement up and down stroked her nipples across the shaft, sending fresh thrills of pleasure through her chest. Her hooves moved to stroke the sac, teasing the testicles inside. Suri's face kept buried in the in tip, breathing the smell deep into her lungs. Any bit of fluid that came up from her body was immediately lapped up and swallowed as if her life depended on it.

As her pleasure built, so did Suri's desperation. She needed to orgasm. To release. She wanted to feel the pleasure. Needed to taste the seed. She had to reach release. Her grip tightened and motion sped up with that desire.

Suri Polomare got her wish. Her entire body tensed as it was flooded with blinding, mind-blowing pleasure that burned out all possible thought from her already sex-addled brain. The massive sac pulled in tight against her as the beach ball testicles clenched, releasing their ample contents. The length swelled and twitched as she climaxed, noticeably bulging with each pulse of seed.

The first shot hit Suri in the face, knocking it back. It looked like someone had poured an entire gallon of milk all over her head. The thick fluid filled glued her eyes shut, filling her nostrils and mouth until she could barely breathe, smelling and tasting nothing else.

The second and third shots hit the ceiling, splattering against it and dripping down. The following half-dozen shots flew up before landing on to Suri, drenching her chest and adding more to her face. When she felt the first impact, Suri opened her mouth wide, trying to catch as much of the salty fluid as she could manage. The next two dripped from the head, landing on her stomach and running down along her body. The final spurt clung to the tip, slowly spreading across it and covering the head.

Panting with excitement and exhaustion, Suri brought her face to the head of her cock and started to lick it again. She licked up as much of the remaining fluid as she could, trying to get all of it. She did not want any of it to go to waste.

As the orgasmic high came to an end, she suddenly realized that she was sitting on floor, with a giant cock, covered in her own cum, and wanting more.

"What the FUCK happened?!"

"Well stitch my seams," Sassy cried out with a grin, grabbing her tea. "I have to admit that is quite an interesting little security system you got there." Her lips pressed thin as her eyes narrowed. "It's not permanent, is it?"

"No, no," Rarity assured, waving her free hand. "The state of hyper-arousal lasts only until the first orgasmic release, and the over-sized genitalia last anywhere between two and four hours, depending on the individual. After that, they should revert back to their normal selves." her own brow furrowed. "Although... I suppose it's possible they may discover a new fetish. They very well may repeatedly buy the panties to create the hyper-enlarged state."

"Buy? You mean they couldn't use the same panties again to reproduce the effect?"

Rarity shook her head.

"No," she answered. "A part of the overload which creates the effect also causes the magical symbols responsible for the spell to burn out. As a result, all that remains is a series of scorch marks along the waistband."

"Meaning even if the saboteur tried to continue, they would only find a series of burn marks," Sassy continued. "Burst my buttons, Rarity. That's just brilliant."

"Thank you."