Happy Birthday, Twilight.

"Shake your tail cause we're here to have a party tonight."

    Sunset Shimmer looked up as her pony ears disappeared. She smiled and set down her guitar. "I love when that happens."

    "Me too!" Rainbow Dash jumped into the air, having already have set down her guitar. "It's so awesome!"

    "Well, I for one do appreciate it. They just are so lovely." Rarity looked into her mirror and put her lipstick on. "Oh, and darling, don't forget. We're taking you out to dinner tonight. At six, we go to Sugarcube Corner. Then we go to the hotel that we got that lovely room in. It's huge!"

    Pinkie Pie giggled. "That's what she said!"

    Rarity gasped and smacked her. "Pinkie!"

    Fluttershy glanced back and forth with a bewildered expression. "Um, hey Applejack?"

    The farm girl stepped between them. "Hey, hey. Pinkie, don't be goin around sayin those things. Rarity, don't be going around slappin people. Got it?"

    "But she said-"

    "Nope."

    Pinkie and Rarity pouted while Sci-Twi looked around. "Um, can someone explain what's going on? Does this happen a lot?"

    "Pretty much." Sunset draped her arm across Twilight's shoulders. "Don't worry, you get used to it." They laughed.

    Twilight relaxed as her friend hugged her. They were her friends, they explained it to her. Good. She felt right at home.

    "Oh, crap! I gotta go!" Rainbow hurried to get her belongings. "Mom said I can't be late again or I can't go to the dinner and hotel!"

    Rarity raised an eyebrow. "But she would still be paying for it?"

    "Yes!"

    Pinkie giggled again. "Your parents are sooo weird."

    Rainbow stomped over to her. "Oh, my parents are weird? Have you met yours? Least mine actually talk with actual words."

    Applejack, once again the referee, stepped between them. "Now, now, Rainbow. At least you guys have parents." She sniffed and wiped her eyes. Fluttershy hugged her.

    Rainbow wilted. "Sorry, Pinkie. Sorry AJ."

    "Yeah. Me too." Pinkie held out her arms for a hug.

    Twilight watched this with a sad expression. Poor Applejack. Not having parents must be hard on her. She hugged Sunset tighter, not realizing this.

    Sunset chuckled. "Um, sorry to tell you, Sparky, but I think you're cutting off my circulation."

    "Oh!" Twilight let go with an embarrassed look. "Sorry."

    Sunset waved it away like a bad smell. "Eh, it's fine."

    Twilight smiled gratefully. "Thank you all for this. You guys are such good friends." They all smiled back at her.

    "Hey, that's what friends are for." Rainbow patted her head. She looked at the clock. "Holy fudge I have to leave! Bye guys!"

    "Bye," they called after her.

    Pinkie Pie looked around. "When did we worship fudge?"

    Twilight sighed as she looked in her mirror. She was in a dress, which Rarity had given her.

    "Call it an early birthday present, my dear." Rarity had said that when Twilight received it.

    The dress itself was dark blue and purple with little sparkles here and there. It was like a fountain, and it was beautiful.

    Twilight smiled a bit. "Well, at least I have this."

She sighed and sat down, wrapping her arms around herself.

    Rarity stepped into her bathroom. Her parents were out of town and Sweetie Belle would be spending the night at Applebloom's with Scootaloo. However, she was still here, getting ready along with Rarity.

    Rarity turned the knob on the bathtub. Everything was prepared, she even had bubbles. Sweetie Belle was jealous.

    Rarity turned to her younger sister. "Sorry, Sweetie. Rarity needs some alone time to get ready." She shut the door despite her sister's complaints. She then began to undress.

    Rarity was nicknamed Marshmallow, and no one would ever see that they were correct. For her age, she was above average with size D breasts. They bounced when she walked over to set her shirt down.

    Her butt, on the other hand, was also pretty above average. It jiggled and bounced as did her breasts. She sighed and pulled down her panties. She looked down...and screamed.

    Sweetie Belle pounded on the door. "Rarity? Rarity! Are you all right?"

    Rarity took in a shaky breath. "Uh, yes. Sorry." She slowly processed what she was seeing.

    A cock. A cock that was definitely never there before. Her lovely lady part down below had vanished, and in it's place was a cock.

    "But that's impossible. I went to the ladies room right before we played our music. It wasn't there." She said to herself. She looked in the long mirror. It was there, staring at her.

    "Rarity, are you on your period?"

    Rarity gave a shout of laughter. Could she even have periods after this? Well, she wouldn't miss them. "No, not right now. I'm fine, really." But she wasn't. "You know, I'm not feeling like a bath right now. You want a bath?"

     Sweetie Belle yelled "Yes!"

    "I'll just take a shower later," Rarity muttered and pulled up her panties.

    Applejack rubbed her leg. It was cramping up, but she still had to get ready for the dinner. She headed to her closet as her phone rang.

    "Hey, Rarity," Applejack said while opening her closet. "What are you-"

"I have a fucking cock!" Rarity said. She was now in her room while Sweetie Belle was in the bath.

    Applejack blinked, then burst out laughing. "Good one, Rarity! Surprised Rainbow didn't come up with that."

"No, Applejack, I'm being serious."

    "What do you mean?"

"I was getting ready for a bath when I pulled down my panties and saw it! I screamed and Sweetie asked me if I was on my period, but I let her have the bath and then I called you immediately!"

    Applejack let this sink in. "Wait, can you even have your period if you have that?"

"I don't know. But enough about that. I went to the bathroom right before we started playing and it wasn't there!"

    "Maybe it had something to do with the music?" Applejack suggested.

"Maybe. Do you have one?"

    "No, I don't think so." Applejack pulled down her bottoms while looking in her closet. "See? Nothing-well, shoot."

"Applejack?"

"Applejack, are you there?"

    "Fuck."

    Rainbow wasn't a girly girl. She never thought of herself that way. She didn't scream like Rarity, she didn't fuss over her looks...like Rarity. However, this was a thing for a Rarity-like panic attack.

    She had a cock. Now, she knew she was manly, but she had a pussy. She knew that well enough. "Where did it go?" She rolled into a ball onto the floor. "Ohmygosh. Ohmygosh."

    Who would she tell?

    Suddenly she bolted up. She knew one person she could tell anything. "Calling Fluttershy," her phone read. Rainbow sighed.

    "Hello?"

    "Hey, Flutters, there's something you need to know..."

    Fluttershy listened intently to Rainbow as she ranted on and on. "Rainbow," Fluttershy said once there was a pause, "Are you sure you have a cock?"

    "Well, okay, so maybe you do, but how?"

    "I don't know if I have one. Yes, I will check...."

    Fluttershy pulled down her skirt and panties. "Oh my...."

Thunk!

    Zephyr Breeze heard a thud from Fluttershy's room. "Fluttershy, what are you doing?" He walked in to see his sister passed out on the floor with a cock.

    "Fluttershy, no wonder you were always so manly. Where did you even get that?" Zephyr tapped her lightly. "Fluttershy."

"Fluttershy?"

     Zephyr picked up the phone. "Hello, Rainbow. Did you want to talk to me?"

"Not really. What happened to Fluttershy?"

    Zephyr sat down. "Oh, she passed out. She also has a cock now, did you know that?

"Zephyr, hide it. Make sure your parents don't see it. Got it?"

    "Oh, I suppose. But about me again. So, what were you saying about me-"

Click!

    Sunset Shimmer was fine. She was in the girls locker room, taking a shower, clothes from Rarity sitting on a bench. Her phone had been binging the entire time, and finally she flipped it open with a sigh. "What?"

"Sunset-"

"I passed out-"

"I missed all my primping, I was so stressed-"

"It was just there all of a sudden!"

    Sunset rubbed her temples. "What?"

"Wehavecocks!"

    Sunset's jaw dropped. She had no problem believing them. Would you have a problem if you sprouted horse ears and wings?

    "What?" She blinked.

    She listened to Rarity, Applejack, Rainbow, and Fluttershy go on about their new body parts.

Hey, hey, we have something to say, and we will show you today that friends can show you the way!

     Sunset picked up the new call, as did the other girls. Pinkie answered and told them all about her story.

     Pinkie Pie was watching TV. She wasn't getting ready, why bother? They weren't going anywhere until six and that was hours away. She danced to the songs that were playing with recklessness and knocked over a table.

     "Pinkie?"

     "I'm all right," she called down while thrusting her hips. She moved to the mirror and looking at her ass shaking, but she also noticed a bulge. She pulled down her fuzzy pants and looked down at the thick pink member.

     "Wow." She felt it, and moaned a little. "Man, I gotta call them."

     Sunset Shimmer was confused. "So you all have cocks?" She walked to her bed and sat down. She pulled her towel tighter around herself. "That doesn't make any sense."

      Sunset listened to the rants until finally she interjected. "Guys, just come to the school. Okay? Locker room."

    It took about fifteen minutes for them to arrive, what with Rarity getting Sweetie Bell to AJ's. When they did arrive, Sunset looked at them all in turn.

    "Don't we need to show you them?" Rainbow asked with a blush. Sunset nodded, her blush dark. They slowly pulled their skirts down along with their panties. Sunset stared in shock at the long, thick members that belonged to her friends.

    "Uh-well, this is...um, a..." Sunset stammered.

    "So you're saying you don't have one?" Applejack asked with a confused expression. Sunset shook her head.

    "I don't think so."

    "But you have a towel. You took a shower. You didn't see one?" Rainbow asked. Sunset shook her head again. She was not about to tell them that she hadn't been paying attention because of her...um...fantasies.

    Sunset sighed. "Well, I guess I'll check." She unwrapped her towel slowly...and saw the thick yellow-orange cock hanging.

     They all looked to each other. "What do we do now?" Fluttershy asked.

     Rarity frowned. "What do you suppose they feel like...and taste like?"

     "I...guess we could find out." Sunset Shimmer said. They looked at her like she was crazy at first. "I mean, we're all friends."

    They nodded and Fluttershy stepped forward. "Well, maybe I could go first? Just..to see?"

    Rainbow nodded. "And I can go first with the blowjob." She stepped to Fluttershy and led her to the bench. As she hoisted her up, Rainbow got down on her knees and pressed her lips around the warm and twitching member.

    Sunset looked to the others. She was cold, with the being naked and all, but the sight of Rainbow and Fluttershy warmed her almost to the bone. "Well, how about Applejack and Pinkie, me and Rarity?"

     Applejack smiled at Pinkie. "So, do you want me to go first?" Pinkie shrugged and sat down on the bench next to Fluttershy and Rainbow. Applejack took the same position as her friend and started to suck on Pinkie's cock.

    Sunset stroked Rarity's tip. "Well, I suppose we do the same." She stroked the shaft gently, creating a gasp from Rarity.

    Rarity shuddered at Sunset's mouth on her cock. "Yes, I suppose we should."

    Twilight sat down in her shimmering dress. Thirty minutes. Sugarcube Corner. Right. She sighed. What was she supposed to do with thirty minutes?

    She walked to Spike's bed. He was sleeping with his paw over his eyes and his tail flopping on his leg. She reached to pat him then stopped herself. She couldn't dirty her dress, especially before she even saw her friends. Speaking of which, she wondered what they were doing.

    Fluttershy grunted as she thrusted faster and faster as Pinkie, who had replaced Rainbow, rubbed and kissed the long member.

    Twilight looked at her bedroom clock. Twenty minutes. She looked over to the door. If she left now, she could get there by six with traffic. She headed to her parents.

    Twilight walked into Sugarcube Corner and immediately saw her friends. Their hair was perfect, their dresses shimmering. Even Rainbow and Applejack looked perfect. They waved her over with giant smiles.

"Howdy Twi!" Applejack greeted her. Twilight waved with a smile.

Sunset cleared room for her on the seat. "You look beautiful."

Twilight blushed. "Thanks. You look great too. You all do." It was true. Sunset had a light blue dress that fit loosely but hung on her curves. Rainbow had a simple black dress on, but with sparkles. Applejack had a green with a little blue on the end that showed off her long legs. Pinkie's was a bubble dress to go with her bubble butt. Fluttershy had a long strip that showed part of her leg and hugged her hips, something she usually wouldn't have allowed.

    Rarity was the best. She had a slightly poofy dress with blue, green, purple, gold, and a little red. It of course had silver, copper, and gold sparkles everywhere. It had a slit in her legs as well, showing off pale white skin. Her breasts were a little noticeable, as were her hips. She was beautiful.

    Twilight looked to her friends. "Well, are we ready to order?"

    "Can I get you anything?" A purple haired, blue skinned girl stood at the front of the table. She tapped a pen against her arm.

    Sunset cleared her throat and sat forward. "Um, seven ciders please. And we can just share some salad, cake,  and some chips and dip. Please?"

    The girl nodded and left. Sunset grinned and looked from her friends to Twilight.

    "So, how's your day going?" Sunset asked. She draped her arm around her friend. Twilight felt a little awkward for a moment.

    "Um. Good." She shifted to grab her napkin and study it. She felt the eyes of all her friends on her but she didn't look up.

    "Twilight darling...we have to tell you something." Rarity giggled. She reached to try and pat her hand but failed, being too far away.

    Twilight blinked. "What do you mean?"

    Applejack laughed. "Well, you see....Sunset, you explain this."

    Sunset nodded. "Twilight, while playing music today....we got cocks."

    Twilight stared at her and started laughing. "Oh, wow. That's funny! Slightly inappropriate...."

    "....We're being serious."

    Twilight's laughter faded away as she looked into Sunset's turquoise eyes. "Really? How?"

    "We think when playing music today. Something to do with the magic, I suppose. Here, look." Sunset took Twilight's hand and placing it between her legs. Twilight gasped and blushed at the hard bulge.

    "Wow. I've...never felt one before." Twilight muttered while rubbing it.

    "Ever feel one inside you?" Sunset smirked at her just as their food got there. The waitress noticed the purple girl's hand in the other's crotch.

    "Um, here's your food." She left with an awkward expression.

    Twilight's eyes widened. "What do you mean?"

    "You know what I mean, Twilight. We've done it before." Sunset gestured to the others. "In the locker room."

    "You've...had...and you want...with me?" Twilight realized what she was doing and removed her hand. "Why? I mean...Sunset, what if I get pregnant? Did you even think about that?"

    Sunset shrugged. "Condoms. And you aren't saying no."

    "Sunset, I don't...I...I have never had sex!"

    Sunset stopped her smirking and leaned to Twilight. "Hey, don't worry. We'll steer you around the curves. And besides," she got close enough to her ear to lick it and whispered, "it's your birthday."

    "Yeah, please let us wish you the best birthday ever!" Rainbow whimpered. They all stared at her, big eyes.

    Twilight looked to them. "Fine," she said after a few minutes. "But just this once, unless....unless I really really really really really like it. Okay?"

    They all nodded eagerly.

    As they walked to Rarity's car, Twilight asked them, "Have you really had sex?"

    "Yes, dear. Pretty nice, actually. But I just can't wait for you to join in!" Rarity said as she started the car.

    Sunset hugged her. "Hey, don't worry. Cocks aren't that bad when they're inside, at least, not after a while."

    Rainbow Dash looked over in surprise. "You had sex before this happened?"

    "How do you think I was so in control?"

    No one answered.

    They rode in silence, other then a few gasps from Twilight when her friends got too grabby. Eventually, they got to the parking lot, and Twilight was unhappy to see they stopped grabbing. She had started to like it a bit.

    And that's how they ended up in the hotel making out against the wall. Twilight and Sunset. Fluttershy was thoughtful enough to put the food in the mini fridge before clearing her throat.

    "Girls, let's do this right. We need to all get undressed." Fluttershy said while staring at the purple skinned girl who she wanted to fuck. She pulled off her dress slowly and they were left staring at a lacy bra and two big breasts.

    "Wow." Twilight gasped, although part of that was Sunset putting her hand on Twilight's mound while the other hand pulled up her dress. Twilight let her pull the dress. Just like she let Rainbow pull down her panties and Fluttershy pull of her bra.

    Twilight was then the first one fully naked, but wouldn't be for long. Fluttershy was unhooking her bra and Twilight pulled off her panties. Fluttershy's dick hung in front of her face. Twilight's breathing heavy.

    Was this what she wanted? To be gang banged on her birthday?

    But they had saved her. Sunset had saved her. She would let them fuck her, with condoms anyway. They deserved it, didn't they? And it was probably just for this once, right?

    Fluttershy sat in the bed and Twilight, captivated by the yellow and hard member, didn't notice the others undressing. She didn't notice them staring at her wet and warm pussy.

    "Twilight, do you mind if I fuck your ass?" Rainbow asked while rubbing her tip.

    "Um, well, I guess you could. Fluttershy can get a breast and a handjob. Same for Pinkie. Applejack gets a blowjob, and Rarity...gets my..."

    "I call your pussy, Twilight!" Sunset cut in. She grinned devilishly and rubbed her finger in circles around it, causing her friend to shudder at the sudden touch.

    "Damn you, Sunset." Rarity said with a sigh. "Oh well, I get to play with her pussy while you fuck it."

    Sunset's grin just got wider.

    Applejack squatted over Twilight's face. It was somewhat uncomfortable, but at least she wouldn't get in anyone's way. "Ready, Sugarcube?"

    Twilight nodded, a tiny bit eagerly. "Ready, Applejack!"

    Twilight licked the cock. What was she supposed to do? And could she even handle all of this at once? Next she wrapped her lips around it. She started to suck. Applejack groaned in delight.

    "Don't forget me and Flutters, Twi!" Pinkie wrapped a hand around her member, causing it to twitch a little.

    Fluttershy stepped closer. "If you could just put your hand right...yes, right there...oh..." She played with Twilight's nipple, also unsure.

    Sunset was getting ready. She was so excited to fuck her friend. It would be great. Would she first move that way? She was a little overwhelmed but she would do it. At least to wish her friend the best birthday ever.

    Rainbow, on the other hand, was lining up her cock to get Twilight right in the ass. "Going to be so awesome," she muttered and pushed.

    "Oh my-" Twilight arched her back. Rainbow grinned and rubbed herself.

    "How's that?" Rainbow asked.

    Sunset put herself into position. It was a little awkward, with Rainbow and all, but she could do it. She looked over at Twilight. She was moaning, arching her back, in a tiny fit of lust. She was also crowded by the others, so she wouldn't be completely ready.

    "Well, this should be good," Sunset muttered and pushed.

    "Ahhhh!" Twilight was screaming in delight now, her legs completely spasming. Rarity couldn't do anything but watch in the bed. She groaned in annoyance and flopped a hand on her head.

    Applejack gasped as her peak came. The intensity of her orgasm made her arms flail and catch on to Rarity, who twitched at the sudden touch.

    "Wow, AJ. Wonder if Rarity usually likes that," Rainbow muttered during thrusts.

    Sunset was having a hell of a time. Her very hard member was in her best friend's warm and wet pussy. Who wouldn't love that? She moaned and thrusted faster.

    Twilight, on the other hand, was having the time of her life. Sunset had a cock in her pussy, which had her virginity gone. Rainbow was claiming her ass, her friends (not including Rarity) were claiming either her mouth or breast. She made sure, after a while, only one at a time. She was new. She couldn't handle it.

    Not yet, anyway.

    Rarity had gotten a fair load of Applejack's cream, none had landed on Twilight. That was almost enough for Rarity to cum, but not enough. She grabbed Applejack and pushed her mouth against her tip. Applejack, still recovering, obeyed.

    Rainbow pulled out with a moan. It had been great, but she was ready. She raced to Twilight's mouth and emptied her load. She wasn't about to be yelled at by the hotel.

    "Oh my...!" Rarity groaned as Applejack moved her lips up and down on Rarity's hard cock. She figured her friend was about to reach her peak, so she tightened her mouth on Rarity. And then came the cum.

    Pinkie and Fluttershy had slowly been stopping with the playing of Twilight's breasts, knowing she wouldn't be able to handle the entire thing. They were now playing with the opposites member. They shot the cream out at nearly the same time, and it covered Twilight's hand and most of the sheets.

    Sunset reached her moment and let herself loose. This almost pushed Twilight off the edge, literally. She had somehow got closer to the edge of the hotel bed, and this nearly caused her to fall.

    They all stopped and sat, exhausted. They had never gone that far, and it tired them out. Other than Rarity. She had barely gotten to touch. There was still cum in Twilight's mouth, and she was going to share.

    Rarity gently kissed Twilight, helping to get some of the load out. When she finished, she pulled back with a smile, and a line of spit hung between their mouths.

    "Sooo sexy," Rainbow whispered.

    "Oh, Rainbow." Rarity rolled her eyes and looked at the bed, covered in white. "Oh, just look at that mess. We need to clean it up now."

    "It's tiny, but fine, because I know you won't stop your nagging." Applejack sighed and did her part.

    "See, that wasn't so hard, now was-" Rarity cut herself off with a screech and looked around wildly. "Did it get the dresses?"

    They all rolled their eyes playfully and started to head to their sleeping spots.

    "It's not that silly, you try making dresses like that. You'll see what I mean!"