Rarity's Amazing Magic Panties

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.