Author's Note

The long-awaited climactic weather team scene with Thunderlane is finally here! And probably deserves a trigger warning for it. There’s been plenty of advance notice over the past few blogs and chapters, but this chapter is very heavily gay, with a lot of stallion-on-stallion action on top of the usual array of fetishes you’ve already seen in this story. If you’re not into that, the initial section (first 2000 or so words) should be safe, at least.

Thanks go to my usual prereading crew of AJ_Aficionado, Silentwoodfire, and Denim_Blue. Enjoy!

13: Thunderstruck

Spitfire was not a satisfied mare.

She rarely was when it came to Wonderbolt performances—or anything else for that matter!—always finding at least one or two things to nitpick with the former, but this time she was finding even more fault than usual with her team’s annual Nightmare Night show in Canterlot, where they used special uniforms and routines appropriate to the theme and flavor of the occasion.

It wasn’t the fact that two of her newest and best flyers weren’t present, with both Rainbow Dash and Thunderlane on an off-duty rotation—there were always two of her ten primary team members off at any given point; frequent breaks were a necessity for her flyers given their often-grueling rehearsal and performance schedule—and enjoying a well-deserved leave back in Ponyville. It also wasn’t that Soarin had hit the snack counters and pumpkin ale a little too hard in the lead up of the event, and either due to that or the lack of Thunderlane, who was normally his wingpony, his reaction times were a fraction of a second slow for it.

Nor did she care much that their special orange-and-black variant uniforms had arrived late and turned out to be itchy and ill-fitting, forcing her to beg Discord to fix them just before the show… which he only did after donning a slicked-back mane and business suit, affecting an Istallion accent and making them each first kiss a ring and promise him a favor to the laughter of all watching.

In truth, she could deal with all of that, annoying and even slightly humiliating though it was. What was less easy to ignore was the fact that Discord had also decided to interfere with or alter their performance in various ways while Princess Celestia did nothing to stop him…

Or worse, encouraged him.

He’d started barely a minute into their performance by relocating their smoke and spark emitters to look like they were coming from directly beneath their tails, punctuating the prank with the exaggerated sound of flatulence he created with a simple snap of his talons to the delight and laughter of the younger ponies present, setting it off just as they’d flown overhead in a burst pattern that was supposed to create a pumpkin but instead resulted in a whoopie cushion.

He WOULD have to remind me of my nickname! was all a grimacing Spitfire could think, suddenly glad Rainbow Dash wasn’t present or she would be enduring a great deal of ribbing for it after the show.

Things only went downhill from there for the Wonderbolts’ captain. The Spirit of Chaos had followed that little sideshow gag of his up afterwards by changing their sleek uniforms to billowy clown costumes while they were in mid-flight during a close-quarters pass, making her elite performance team comically clumsy and bounce hard but harmlessly off each other with slapstick sounds and action, causing the foals to fall to the ground laughing and even the adults and nobles to giggle. When she’d protested, he’d then made their costumes inflate and attached strings to them, leaving them hovering helplessly in the air while offering the strings that tethered them to nearby foals like balloons.

“Oops! Sorry about that, Captain! Just a mere slip of the talons, honest!” he called to her over a materialized loudspeaker from his improvised throne, snapping said talons again to revert the team’s attire as the visibly inebriated Princess simply giggled, sipping her blood-red wine.

But that had merely been lowbrow humor to appeal to the foals, and the team quickly found out that he was not above more adult humor as well. At what appeared to be a whispered suggestion from Celestia, who was lounging at his side having taken on the form of what Spitfire could only describe as a vampire bat-pony succubus, he grinned and snapped his talons yet again, causing their uniforms to slowly unravel mid-routine in rather revealing ways, starting the process low on their bellies and gradually working their ways back towards their tails until their most intimate areas were exposed, if invisibly in the deepening dusk except at close range.

Thank the sun for small favors! she thought in no little anger and embarrassment, the intentional wardrobe malfunctions forcing her entire team to give each other eyefuls during a nose-to-tail ‘ribbon’ pass and causing several distracted moments from her flyers for it. She swore she could all but feel not just the breath but the very heat coming off of Soarin’s cheeks as he followed close behind her, leaving his nose barely six inches behind her bared nethers as his unsecured apples likewise dangled in Fleetfoot’s face.

Knowing what was happening and not wanting to give the barely-reformed Chaos God the satisfaction of seeing them falter, her team had succeeded in sticking to and carrying out their performance routine almost flawlessly despite the unwelcome distractions, causing Discord’s face to take on an almost foalish, pouting expression even as the crowd oohed and aahed as they went through the difficult loop and roll maneuvers, keeping their noses tucked between the tail and hind legs of the pony in front of them.

But then Discord had upped the ante further by casting what she could only describe as a mild corruption spell, increasingly turning them on and making it all she could do to not slow down fractionally so Soarin’s face wouldn’t be buried in her suddenly winking marehood, her rapidly swelling and moistening opening spattering his face with her distinctive citrus-flavored fluids.

Like his face isn’t buried there half the time ANYWAY! she grimaced through gritted teeth, blocking out her arousal as best she could as they broke out of the tight formation into a staggered starburst pattern to create the outline of an autumn flower, only to quickly go into another compromising position, belly-to-belly rolls that created spiral patterns of glowing orange-and-purple smoke to create the flower petals.

They performed it successfully, though her cheeks went hot when she realized that Soarin was fully erect, his decent-sized organ flopping through his open uniform, its drooling head lodging firmly between her erect teats as they pressed close together for the fastest part of the spin.

“S-sorry…” he said in a slightly ragged voice as she could feel his shaft throbbing and twitching against her; he couldn’t quite restrain himself from a couple involuntary thrusts even as they continued to spin pushing himself deeper beneath the still-intact part of her uniform further up her belly.

“Not your fault…” she replied through gritted teeth, resisting with all her mental fortitude the urge to let him hump her belly to his heart’s content, drawing on all her considerable will and discipline to continue the routine uninterrupted. So, too, she noted with great satisfaction, did her team, though she saw that Fire Streak and Silver Zoom appeared every bit as aroused as Soarin was, though the two were stallions and thus far more red-cheeked for it given they were paired together and forced into frotting each other the entire time—a mental image and fantasy she filed away for later.

And yet for it all, they persevered through the entire performance. It wasn’t easy, as for a single moment that was both terrifying and titillating, she thought the end of Soarin’s organ was going to get stuck, wedged beneath the unraveled part of her uniform where a steady stream of stallion seed seeped out of his tip was progressively matting down her fur. But to her relief, it came free easily enough when they separated, its ridged and partially flared head catching only briefly, though not before it bounced hard off her belly and back into the air, throwing droplets of his seed everywhere; at least one found the uncovered part of her face.

Good thing it wasn’t THUNDERLANE! the thought crossed her mind, knowing that given his size, which she’d first learned of during a ‘Captain’s Inspection’ when he’d gotten lost and accidentally blundered into her private shower the first day, she’d likely have been pinned to him and unable to get free until he got off against her.

“Just testing you, Captain!” Discord suddenly appeared beside her with Celestia from within an upside-down umbrella, hovering off to the side as they flew. “We just wanted to see if you could function even under the most daunting of diversions. And I’m pleased to say, you passed with flying colors!” he praised, pretending to applaud them while Spitfire bit back a very profane reply for the presence of her regent, making a mental note to find a way to kill the Chaos God later.

He’d left them alone after that… mostly. Though he’d repaired their uniforms at that point and even withdrawn his corruptive magic, the effects lingered, leaving them all ready to rut each other’s brains out by the show’s end.

They almost made it to end without further interference, but the coup de grâce of the whole affair had been when he’d turned their climactic sequence into a near farce. In an act they’d rehearsed for weeks, they produced a pair of pumpkins out of sparkling orange smoke and then turned them into Jack and Jenny-o-Lanterns by making carving motions across it.

It was supposed to end with the pair exploding into fireworks, but he’d preempted that by making the two smoke-and-sparkle creations suddenly come to life and each split four ways, chasing them all over the sky. To their relief, it turned out they could be dealt with in the original manner planned, as they quickly found they could simply strike them to break them up into fireworks as planned.

That accomplished, they got back into formation and made one final pass to salute the crowd, then quickly retired to their tent to relieve their tension on each other, not even much caring about pairing as uniforms were all but torn off and grunting sounds were soon heard. Spitfire herself allowed Soarin and Wave Chill to take her from both ends, while Surprise got Sun Chaser and Misty Fly likewise got double-teamed by Lightning Streak and Silver Zoom, who looked only too happy to share a mare between them.

Ten minutes later, at least momentarily sated and hastily redressed, they left their tent to present themselves to the Princess and meet their fans. Spitfire also planned to give Discord a piece of her mind only to find both he and Blueblood were gone; the former off somewhere with Celestia and the latter having apparently ‘retired for the night’.

She didn’t know what that was about, but lacking their presence, she found her anger easing. Oh, just let it go, Spitfire. It WAS all kind of fun and funny. And the team handled it really well… she allowed as, now relaxed again, she took her place in the receiving line to sign autographs. I mean, we still completed the routine and got our grand finale, right? Nopony was hurt, everypony got some and the crowd was none the wiser. They loved the show, so what else matters? she tried to tell herself, even though she still found herself angry at being upstaged and her carefully choreographed routine rearranged without her permission, to say nothing of attempting to influence them as he had.

But one thing she’d learned over the years was that Discord was nothing if not the consummate showpony. He’d all but taken over the Canterlot Nightmare Night Fright in Luna’s absence; with the Lunar Princess attending the Nightmare Night celebration in the unofficial Thestral capital of Hollow Shades, he had made the most of it by sitting on a throne from which he’d overseen the festivities, teasing Celestia and tormenting Blueblood in equal measure when he wasn’t entertaining the crowd and providing candy for foals. Though with the party nearing its post-midnight conclusion, he’d apparently taken leave to be with the former, whom Spitfire wasn’t entirely convinced was actually under his influence as he claimed.

Well, guess I can’t really begrudge her even if she’s not! she decided as she and her team signed some autographs for partygoers. Even the Princess needs to let her mane down once in a while, right? Still, maybe it’s just as well Rainbow and Thunderlane weren’t here for this… she decided as they continued to sign autographs, then grinned as another thought occurred to her

Then again, maybe having Blunderlane behind me wouldn’t have been so bad. One little slip-up, and I’d’ve ordered him back to my office for a little personal inspection, again! she allowed herself a smile and a quick, unseen wink of her marehood, which she had very few qualms about using as a means to keep her team happy and motivated. Thunderlane was easily the biggest pony on the team, both in terms of size and… stature, and she immensely enjoyed teasing him for it.

He’d earned his nickname courtesy of Rainbow Dash for getting lost and accidentally blundering into Spitfire’s private shower following his first practice, mere days after being elevated out of the reserves to full team member. His actions had earned him not just a sharp tongue-lashing from his new Captain, but also his first inspection… and a test of his equipment.

Though surprised and sorely turned on as she’d taken him on his back, showing enough discipline to obey her warning that he was not to come until she did, he’d performed at least adequately at the time in the unfamiliar mating position, much as he did in his first performance a week later. Though as part of the ritual Wonderbolts rookie hazing, she’d taken great pains to catalog every flaw and fraction of a second late he’d been on certain maneuvers and dressed him down publically for it afterwards.

He’d taken it harder than she meant, enough that she decided to go give him a pep talk and a second session privately. But to her surprise, she went looking for him later that evening only to discover that Soarin had beaten her to it; finding the drunken pair in a rather compromising position that had not only surprised her, but sorely turned her on. She’d watched from the shadows as the unlikely scene between the two stallions unfolded, and she had even enjoyed it enough that she made him Soarin’s wingpony later, not only because they seemed to work so well together, but in hopes of future shows to observe.

Thus far she’d been disappointed however; they seemed to have some issues accepting what happened but remained friends afterwards, chalking up whatever happened to a great deal of cider. Though disappointing, there was no denying it worked out to her benefit in other ways; they both seemed determined to prove to themselves and each other that they weren’t colt-cuddlers afterwards by screwing her and one or two other Wonderbolt mares as often as they could.

But she wasn’t complaining and neither were Fleetfoot or Misty Fly, who seemed to get most of their attention—Rainbow Dash, she was somewhat sorry to say, seemed to be strictly into mares and only had eyes for Sun Chaser, though she always gave Spitfire her due as Captain and even surprisingly seemed to enjoy being on the bottom. Still; the fantasies of the two stallions screwing lingered; she’d even half-thought of summoning both in for an inspection and then ordering them to perform using herself as motivation. But in the end, she had not; there were certain lines even she wouldn’t cross, and in the end, as long as she got her due as Captain and performances weren’t otherwise affected, she didn’t much care what her flyers did on their own time.

Still the pity, though—I would have loved to see them together just ONE more time! Oh, well. Probably just as well he and Rainbow missed this performance given how many problems Discord caused! Just hope they’re enjoying themselves back in Ponyville…

As a cloud-bound Thunderlane awaited his sealed fate, he found himself torn between praying he was dreaming to increasingly hoping that if he was, he’d never wake up.

Forced to watch as his longtime weather team was sexually corrupted and converted one by one to nightmare versions of their former selves—a scene that he might have found to be excellent fantasy material were he not next on the list of their conquests!—he found himself wishing he was anywhere but where he was, cursing the Wonderbolts’ leave schedule for putting him in this position instead of entertaining a Canterlot audience and enduring one of Spitfire’s ‘special inspections’ afterwards…

Cursing his own overwhelming and completely irresistible arousal, each ever-more unlikely act he witnessed causing his own excitement to keep reaching new peaks. His desires surged with every breath he took, leaving the stallionhood Spitfire so enjoyed inspecting throbbing almost painfully, making him more and more amenable to the advances of his longtime friends…

And worse, not caring in the least that they were stallions!

“Guys… please…” he was simultaneously overheating and breaking out in a cold sweat as the two newly predatory copies of his friends slowly circled him like flying sharks, seemingly sizing him up for their next meal. And yet, at that moment, eating him might have been preferable to what they now had planned; their intent clear from not just their forcible conversions into sex-crazed thestrals at the hoofs of the team mares, but the now much-larger shafts hanging beneath their bellies, sporting lengths and girths that even exceeded his!

A length and girth that on some level he desperately wanted for himself, realizing that even were he not bound to the cloud courtesy of Rainbow, or Shadowdash as she apparently now called herself, he couldn’t fly away given his completely rigid wings; the thought of his fellow stallions forcibly taking him was somehow both terrifying and yet impossibly enticing to him.

But even if they were, his fear was still real and felt. “If you’re still in there, I’m your friend! You like me, remember?” he tried and failed to keep the quaver from his voice, not certain if they were vamponies or some form of zombie, but either way, he knew their intent was to make him just like them, and worse, he knew how that was going to be accomplished, his rigid organ twitching hard at the thought, trying with all his will to keep his tail from involuntarily flagging. “Please don’t do this to me!”

“Well, of course we like you, Thunderlane! We always have…” Star Hunter, or whatever he had become, volunteered in a tone that was anything but reassuring, slowly circling closer to his prey on his whisper-quiet wings, his profile occasionally shown clearly against the flashes of lightning from the adjacent cloud, which was already starting to rain.

“Yeah, you’ve always been our favorite pony!”Open Skies added, his lightened coat speaking of an infusion of ‘Highborne’ thestral blood instead of the more typical ‘Nightborne’ that was the majority of the admittedly few bat-ponies he’d met over the years; mostly ones in the Lunar Guard he’d socialized or played a game of darts with on odd occasions at certain bars and parties in Canterlot. “We always shared drinks at the pub, so why wouldn’t we want to share this with you! I mean, isn’t sharing what Princess Twilight says good friends do?”

“B-but…” Thunderlane swallowed hard at that, desperately fighting off a fresh image of his two friends’ stallionhoods buried deep within his muzzle and tail, taking him from both ends; once again his tail threatened to flag involuntarily and worse, his muzzle started to water. “Th-that’s not…” The words caught in his throat.

“Hey, look at that, Star! You know, I really think he wants to be shared!” the lighter-furred member of the pair pointed out, licking his lips hungrily and causing Thunderlane’s shaft to twitch anew.

“You said it!” Star Hunter replied, his own large organ twitching eagerly beneath his belly. “So who gets him first?”

“And from which end?” Open Skies added, their words causing Thunderlane to feel increasingly faint as they discussed him like he was little more than a toy for their pleasure, all his size and strength suddenly worthless in the face of their new forms and abilities; he couldn’t budge his hooves an inch from the cloud bonds that held him, even as its top continued to grow upwards, pushing into his belly at times.

“Well, it seems a real shame not to take that tail…” Star Hunter could barely restrain himself from doing so immediately, the urge to bury himself to the hilt in the larger stallion only growing. “That’s how I’ll make him one of us!”

“But what about his muzzle?” Open Skies suggested instead, able to see a fresh shiver pass through their quarry, the pair now adding even more magical pheromone to the air around them. “Me, I want to convert him that way!”

“C-convert…?” Thunderlane echoed the phrase. He’d seen it already happen to the pair before his eyes, but the realization that it was going to now happen to him both scared and excited him beyond all measure.

“Fine, you can have it, but I want his tail first!” Star Hunter offered, landing to the left of Thunderlane as he began using his wing fingers and thumb talons to remove his costume’s Royal Legion armor around his flanks, progressively baring more of them, taking great pains to brush his bared apples with a swish of his tail.

“No, I want his muzzle first!” Open Skies countered, landing on the other side of Thunderlane and doing the same to his head and neck, yanking off his helmet and unzipping the mock pleather chestplane with exaggerated slowness, the sound of it ringing loudly in an increasingly dazed and desperate Thunderlane’s ears. “I’ve known him since I was a foal, you know!”

“Oh, yeah? Well, I’ve been on the weather team with him longer than you!” Star Hunter hissed, now all but ripping the final pieces of costume off Thunderlane and leaving his hindquarters completely bared. “And I’m had a crush on him for years! So I should get him first!”

“G-guys…” Thunderlane all but felt like he was ready to melt as they argued over who would take him first and how, biting his lip to keep from suggesting they share him as the two then stared at each other over Thunderlane’s back.

“Okay, Skies. So how do you suggest we settle this, then?” Star Hunter asked with a knowing and toothy grin, giving Thunderlane’s thigh a caress with his webbed wing that caused him to jerk and whimper.

“There’s really only one way…” Open Skies rejoined, his hindquarters very near Thunderlane’s face and moving his tail aside to give the larger male a spectacular view of his enhanced apples and a dose of his potent musk. “So, think you’re up to it, Hunter?”

“Up to kicking your flank? Always! So let’s do this, Skies…” The pair faced off over Thunderlane’s back.

“One! Two! Three!” They called as one, slapping their new bat-wings over Thunderlane’s back once with each count, then both splaying their wings out into a paper-like sheet.

“A tie! Again!” Open Skies called out and they repeated the contest, but this time they each came up with a curled fist of wing fingers.

“One more time!” Star Hunter said, but the third time was no different in outcome except they each had two wing fingers splayed wide instead of the feathers they previously used to settle such a match.

“Great. So now what?” Open Skies asked his transformed friend with a sly grin and audible lick of his lips that made Thunderlane think—hope?—that they knew what the outcome would be from the start.

“Well, if neither of us wins, then that means there’s only one solution here…” Star Hunter gave a low, lustful rumble through a smile full of bared teeth.

“On that, we agree,…” Open Skies answered with an identical expression and growl, removing and tossing the final piece of Thunderlane’s costume away.

“We share him!”They announced as one, causing Thunderlane’s pounding heart to skip a beat as they slapped the ends of their membrane wings together over his back, and with that, they took position in front of and behind him, the announcement of their act causing him to nearly climax on the spot.

To his continued agony and lack of relief, however, the pair didn’t take him immediately, Open Skies tipping up his chin with a thumb talon to kiss him; the touch of his lips and tongue causing Thunderlane’s to explode into warmth and tingling. “Oooh…” was all he could say as fantasies he’d never truly knew he had were finally fulfilled, his nickering and needy moan only encouraging more out of the amorous pair.

Thunderlane felt more of their corrupt magic start to infuse him, only enhancing his pleasure and desire further, even after he already thought they’d hit their peak. Behind him, he felt something grasping one of his near-painfully swollen apples and gently rolling it; they contracted fractionally under the stimulation and was shortly followed by a tongue wrapping around the other one, even darting under them to lick at the base of his sheath, causing his as-yet untouched stallionhood to twitch hard again, its head now oozing a steady stream of thin fluid onto the cloud surface beneath him. With his eyes closed, he didn’t see the cloud darkening around him, though he sensed some increasingly purplish sparks going through its mass.

He might have wondered or worried more about them if he wasn’t so lost in the moment and the illicit act; the promise of not just release, but being remade.

“So how’s it going, guys?” A new female voice broke in, startling them slightly. “What, you still haven’t changed him? So what’s keeping you?” Shadowdash asked in a teasing tone, now joined by a freshly converted Sunshower, who had turned a much darker shade of gold in her bat-pony form.

“Oh! Sorry, chief…” Star Hunter said but didn’t stop, his tongue sending fresh jolts of pleasure through Thunderlane as its darting tip now nipped at the puckered opening beneath his tail, the barest of contact that caused both to shiver and Thunderlane’s tail to finally flag itself aside. “Just savoring the moment…”

“Just wanted to do him right!” Open skies added around his latest kisses of Thunderlane, who now reciprocated fully. “And we kinda had to settle who got him first…”

“But we couldn’t decide, so we’re taking him together!” Star Hunter added as he began rimming the other male in earnest, inwardly amazed and delighted at how easy and pleasurable the act suddenly was… for both of them!

“Works for me!” Shadowdash snickered while Sunshower took in the scene wide-eyed, her wing clutching the former close as she watched. “You know, I always wanted to see your flank get reamed, Blunderlane…” Shadowdash pleasured herself at the very thought as Thunderlane squirmed helplessly, his large and erect stallionhood still trapped in the cloud around them and worse, Shadowdash using her skill and touch with weather work to use the cloud to run a mild electric current through him, stimulating him further, making his erection painfully rigid and only adding to the arousal he felt, making him all but ready to explode. “Have to say, I kinda hoped the first ‘Bolt we’d convert would be Spitfire, but I guess she can wait!”

“B-but…” Thunderlane barely managed, the spell over him partially broken by Dash’s voice and the presence of a new audience to see his subjugation. But before he could work up any more defiance, her cloud control overpowered him further, spreading his hind legs to present both his tail and large apples beneath them in offering for anypony who wanted them…

An offer that Star Hunter quickly availed himself of, stepping up on the cloud and straddling him from behind, his dark red and very erect stallionhood—which now presented the slightly more slender and tapered tip of the bat-ponies—pressing directly under his tail, already finding purchase against the sorely stimulated opening, its heat and sudden marehood-like wink drawing him in.

“N-No!” he shrieked and squirmed as he felt the entry begin, his body betraying him despite his desperate cry, yielding easily and openly to the increasingly large intrusion as a wave of pleasurable sensation spread through him starting at his tail, threatening to buckle his knees. “B-but I’m not…” he begged weakly even as he couldn’t stop kissing Open Skies.

“Aw… don’t tell me you don’t want it, Thunderlane…” Shadowdash mocked as she watched him squirm helplessly beneath the stallionhood slowly sinking into him, then used her weather power again to free the area around his organ of cloud so he might be serviced from below as well. “I mean, after all the time you’d been spending with Soarin, I figured you’d been giving him oral at some point, you know…”

To her surprise and delight, he confirmed it in his panic. “No! I-I mean we-we were drunk! It wasn’t… we didn’t…!” he tried but his voice trailed off as Open Skies reared up and a second thestral stallionhood of a much lighter pink hue was dangled before his muzzle and slapped against his face repeatedly, causing him to drool, its magic-enhanced scent and length beckoning to him, turning him on even further and compelling him to take it into his mouth in spite of himself.

His words stopped and his jaw went slack as the head of the large organ found and parted his lips, its tip drooling seed into his maw. He felt it push past his teeth and onto his waiting tongue where he suckled it with increasing hunger and urgency, his wide eyes going from it to darting backwards to where Star Hunter had now sunk half his considerable length into him.

With that, Sunshower could restrain herself no longer, beginning to move towards them and his dangling shaft, but Shadowdash stopped her. “Sorry, Sunny, but we should let the boys have their fun,” she instructed, causing the other mare to give a frustrated hiss. “Take it from me; Thunderlane needs this—they all do! But if you want a stallionhood to suck…” she offered her own, and it was eagerly accepted, Shadowdash sculpting the cloud behind her into a lounge so she could watch and enjoy the scene with ease.

No longer capable of either resisting or speaking, Thunderlane found his senses and desires going into overload. With each thrust of his friends; with each inch they buried themselves within his no-longer virgin tailhole further, he felt his will and very identity ebbing, now circling a drain. He felt a primal and powerful energy infusing him in its place, beginning to change him from the inside out and mold his body into something much more malleable, slowly enabling him to accept more and more of his fellow stallions’ masses.

Within a minute, he had surrendered fully, taking the full foot-plus length of both organs without any issue, now freely pushing back and bobbing his head against the thrusts of his friends, who had figured out how to time them to maximize both their pleasure and his. He thrust his own freed organ against the top of the cloud, using its surface for stimulation, leaving glittering streaks on its puffy face that quickly soaked in, darkening the inside of the cloud further.

Even before he came, his feathers began to molt while the tips of his ears became more pointed and tufts grew from their tips. But it was only when both his new stallion lovers suddenly came hard into his muzzle and tail, announcing their mutual release and pleasure with a very bat-like SKREEE!!!! that could even be heard dimly down below over the rumble of thunder, that the change accelerated within him, his own orgasm marked by his growing shaft suddenly erupting directly into the cloud beneath him, somehow increasing its growth and static charge.

But Shadowdash could only note that with idle interest from her cloud lounge as she watched the explosive finish. His transformation triggered, she finally released him from his bonds, letting him collapse to the cloud surface, the imparted corruptive magic of both his friends and partners overtaking him.

“Not bad, boys. You tucked him from both ends good!” she told them both in approval. “But now that it’s done… I wonder what form he’ll take?” she couldn’t help but ask idly.

“That’s easy! I rutted him harder than you, Skies! So it’ll be my form that wins! I’ll bet he’ll go Nightborne!” A breathless Star Hunter claimed, still hard but stepping back to watch the show.

“You wish! After as much cum as I pumped into him, you can bet he’s going to turn Highborne!” Open Skies claimed, watching the scene intently, his slickened shaft still hanging beneath him.

As they all felt the shift in Thunderlane’s own magic take place, the silence was broken as Sunshower’s tufted ears perked up in interest. “And the winner is…?” She paused from pleasuring Shadowdash’s shaft long enough to witness the answer.

As they watched, Thunderlane’s rear half and right wing turned darker starting with his flanks and creeping forward along with the forward half of his still-erect organ, which grew several inches in length and girth along with his apples before their eyes. And yet, to their surprise, his front half and increasingly bat-like left wing turned lighter; taking on the hue of his brighter mane stripes which lightened further even as his darker stripes deepened.

The rear half of his shaft likewise lightened, becoming quite pale in hue, quite prominent against the darker fur of his hindquarters along with his now-enormous apples and sheath, and the entire length of his organ developed a mottled pattern, light spots against the dark skin in front of his medial ridge and dark spots against the light skin behind it. When he opened his eyes, they had turned bright gold and slitted, focusing with some initial difficulty on his friends in wonder and even gratitude as he pulled himself back up. “Thanks, guys…” he said in a slightly deeper voice, stretching out his fully transformed wings to pull the pair closer to him affectionately. “I really needed that…”

“Anytime, Stud…” Open Skies rubbed necks with him.

“You said it!” Star Hunter added, duplicating the gesture from the other side of their friend just as Nymphaea and Cloud Kicker arrived as well.

“Aw… we missed it?” the latter pouted.

“Sorry, C-K. But the boys just couldn’t wait!” Shadowdash said, feeling not just a sense of triumph, but a warmth in her heart at all the ponies—especially the stallions!—she’d helped bring together. Truly, our cause IS a holy one if THIS is the result! She thought to herself, more committed than ever to her Queen’s course.

“That’s okay. Neither could we,” Nymphaea said, nuzzling her new mate. “Thanks, Shadowdash…”

“My pleasure! And yours, too, by the looks of it…” She grinned at the sight of the pair together, getting up off her cloud lounge. “So, looks like the gang’s all here now! But as we are now new ponies, we need new names! You already know mine and Nymphaea’s, but… what are yours?” she asked them all.

They looked back and forth before Cloud Kicker spoke first. “Cloud Tucker,” she said with a smile, admiring her new sleeker and darker-furred form while flexing her membrane wings and talons experimentally. “And whether pegasus or thestral, I’m still the most awesome pony here, Shadowdash!” She bared her teeth and curled her new wing fingers into a fist, pointing the longest of her new fingers at her longtime friend and rival.

Shadowdash lowered her head and bared her sharp teeth at that. “Oh really? Well, we’ll just see about that, C-T! I could think of several ways to settle it, but they can keep as Our Queen awaits us all. And you, Star Hunter?” She turned to him next.

“Me? I’m Stud Hunter,” he said without a trace of irony or hesitation, wasting no time in mounting Thunderlane again despite his larger size, who this time needed little encouragement to spread his legs and push back against him, this time reaching back with his new wing fingers to spread his flank cheeks wide, accepting all of his fellow stallion’s considerable length quite readily and happily.

“I really liked that name you gave me earlier. So I’ll keep it! And from here on out, I’ll live up to it by screwing every stallion I… can… find!” he announced proudly as he rapidly drove himself to a fresh climax, pounding his hips forward a dozen times before emptying himself into Thunderlane yet again, his curse-enhanced seed scarcely less copious than before. He collapsed over him but only briefly before he started up again, seemingly unable to get enough of his fellow male’s tail.

“Just so long as we can watch! So how about you, Open Skies?” Shadowdash prompted, immensely enjoying the scene along with the other mares, who were variously pleasuring themselves and each other; Nymphaea was already taking Cloud Tucker from behind and Sunshower began using her tongue to pleasure her former and future Captain as they watched, making Shadowdash lean back into her and take several hissing breaths.

“Oh, me? How about… Sultry Skies?” he asked distractedly as he took advantage of Thunderlane’s preoccupation with Stud Hunter’s efforts to rear up and stuff his own enhanced stallionhood into his fellow male’s muzzle again, delighting in the feel of his lengthened and much more agile tongue. He was stunned and delighted to find it was even able to wrap around the whole of his enhanced organ twice, the other stallion soon deep-throating him quite happily, massaging his organ with ease. “Suits… me… fine!” he said as he gave another thestral-like shriek of pleasure before emptying his own swollen apples into him, savoring the sensations of the previously taboo act as the former Thunderlane eagerly gulped down every drop.

“Not bad,” a breathless Shadowdash said in approval as she got off at not just her friend’s oral stimulation, but the sight the three boys immensely enjoying each other’s company, noting that the additional double-infusion of magic caused Thunderlure’s thestral and stallion features to enhance even more. As she watched, his size and clashing coat colors only seemed to intensify further; he even appeared to gain an inch or two of height. “And if you’re not enjoying yourself too much, what about you, Blunderlane?” Shadowdash couldn’t resist the dig, knowing he could neither think nor talk given he was being taken from both ends.

“You know, Shadow, that’s a good question… so what do we call him?” Sunshower wondered aloud as a fresh surge of lighting lit up the cloud they were standing on, its surface darkening further as stray weather and curse magic mixed within it; even the lightning itself, she noticed somewhat idly, was starting to take on a slightly different and more purplish hue.

But an oblivious Shadowdash happily took on the task of naming Thunderlane for herself in place of the sorely distracted stallions. “Oh! I know! How about… Thunderlure?” she suggested with a grin as she and the other two newly transformed thestral mares next went up to him and began nuzzling both his apples and enormous shaft, which he stretched out and spread his legs wider to present. “Because judging by how you attract not just lightning but all the boys here, it’s now clear that a lure is exactly what you are—you’ll just have to walk among stallions to attract them to you! I’ll bet that pretty plot of yours will be like a magnet, just drawing in every stallion to stuff it!”

His audible moan around suckling Open Skies’ shaft and strong buck of his hips told her he very muchliked that idea as she and the other mares began working his apples and shaft from below, Cloud Tucker showing Nymphaea how to properly perform oral on a stallion while Shadowdash and Sunshower simply buried their faces between Thunderlure’s oversized apples and sheath, the former breathing in his masculine musk deeply and feeling her own new stallion attributes swell and throb for it, seemingly taking additional strength from the presence of such a powerful and virile male.

Wow… so why did I never do this BEFORE? Some part of Shadowdash couldn’t help but ask, reflecting that her previous pickiness about her mates and reluctance to engage in certain acts had cost her a great deal of potential fun. But no MORE! she promised herself as she continued to revel in her new form and lack of inhibitions, taking some pains to share a kiss with Sunshower as their senses all but swam in Thunderlure’s rich male aroma, the pair reaching beneath each other with a wing to caress and stroke each other’s new stallionhood.

She wasn’t as big as the boys had become, but her new length and girth would have qualified as well-endowed for a regular pony, and she decided that for now at least, that was good enough for her. She also delighted in the sights and sounds of Stud Hunter’s large apples slapping against Thunderlure’s flanks with audible force, watching them visibly swell with delicious seed, suddenly wondering what flavors of cream they held.

She got her answer quickly when both sets of apples suddenly contracted before her eyes, their owners tensing. The building storm around them seemingly came along with them as it erupted in violet-colored lightning all around them and began to rain from its base at their magical release, giving an unscheduled storm and soaking to the town below.

They cared not, however; their weather duties had long been forgotten in favor of far more sensual pursuits, with Thunderlure now all but basking in the adulation and attention he was receiving, having become the center of their collective universe at that moment. But even that moment had to come to an end, and finally, they all separated; at least momentarily sated as Thunderlure finished absorbing all the magic fed him and found himself looking down on his comrades from several inches higher than before.

He requested a mirror, and an improvised one was brought to him in the form of the polished finish of their former costume armor pieces. “So what do you think?” Stud Hunter asked, holding up the reflective metal so he could look in it.

“Whoa…” was all the former Thunderlane could see as he saw his reflection and beheld his new form, turning back and forth to model himself and his new wings, admiring his enormous size and two-tone finish that spoke of receiving two slightly different forms of thestral attributes. “I really like it! I’m not only thestral now, but I’m as big as a horse!”

“Hung like one, too…” Sunshower rubbed up heavily against him, taking great pains to draw the back of her bat-wing along the length of his shaft, eliciting a fresh shiver from him as she then experimentally grasped it with her new wing fingers, squeezing and stroking it reverently.

“Wow, look at your coat now! So, Highborne and Nightborne? I always knew you went both ways, Blunderlure!” Shadowdash teased.

“Yeah, yeah…” He smirked as he continued to observe himself, turning back and forth to see both himself and his new equipment from multiple angles. Then he turned and outright smiled at her, flaring his enormous bat-wings while showing her his newly sharpened teeth. “Thunderlure will do me just fine, Shadowcrash!” He finally felt safe in teasing her back, to the laughter of the others and a mock hiss from his fellow Wonderbolt.

“Just wait until the Captain and all the others see me now! I can’t wait to convert them!” he announced, rearing up and pinwheeling his hooves to present himself proudly, his previously oversized and heavily-mottled equipment now only further enhanced to be almost the length of his torso. “Eat your heart out, Soarin!”

“What, just before he eats you out? So you two really were an item?” Shadowdash wanted to know, smirking knowingly.

For the first time in his life, Thunderlure found he was only too happy to answer. “Not really, sorry to disappoint. We were together once, though. It happened when we got drunk that night after my first performance. I thought I did bad after the Captain reamed me for a couple mistimed passes and he was trying to make me feel better. He got me a drink or two, then I got him a couple back; we were about a sheet and a half to the wind when he tried to cheer me up by pointing out that I was the strongest and best-endowed stallion there. Then one thing led to another and I finally ended up with my shaft buried in his muzzle.” He closed his eyes and smiled wistfully, licking his lips at the memory.

“Oh, really?” Shadowdash leaned forward further, rubbing her flanks hard with Sunshower, who listened as raptly as her new lover. “Do go on…”

“Love to! So as soused as I was and as good as it felt, I figured it wasn’t fair to not return the favor… so I did it right back to him! We passed out after andwoke up on the floor next then morning in a swirl position—serious, my head was buried in his apples and my morning wood was pressed right up against his lips!—and I’m sorry to say, we kind of panicked…” he admitted with a chuckle, his new form and outlook suddenly making him realize how foolish they’d been—if it was fun, what else matters? I’m doing him that way again first chance I GET!

“You did? Aw…” Sunshower went crestfallen, her ears and wings drooping.

“Yeah, well, things were a bit awkward between us for weeks afterwards, especially when Spitfire made me his wingpony! Sometimes I think she did it because she knew what happened and liked the idea of it. Hay, I couldn’t stop thinking about it either; even when I was being inspected by her or doing one of the other mares—I couldn’t remember much else that night, but I sure remembered how good he was at oral!”

“Really? Wow… think I’d like to try his muzzle now!” Sultry Skies thrust his hips once, clearly fantasizing about it.

“Me too! So, did he also take your tail that night?” Stud Hunter wanted to know, his shaft again rigid at the story, eyeing his friend’s tail appreciatively once more.

“Nope! You’re officially my first!” he informed the other stallion with an affectionate nuzzle, causing him to beam. “Pity, though. I guess me and Soarin weren’t quite drunk enough…”

“Bet you’ll change that now, huh?” Cloud Tucker teased, her thumb talon hooked with Nymphaea’s.

His bat-pony wings only flared further at that, and the lightning around them intensified again in direct reflection of his enhanced arousal and weather magic. “By Luna, yes! I don’t even need to be drunk now towant to bury this thing in all the Bolts! Just wait ‘til I take their tails with it!” he said as he reared up again to display himself anew, its length slapped loudly against his belly, dark head with light spots against the start of light forward half while the area behind his medial ridge was now light with dark spots, in sharp contrast to the Nightborne-shaded fur of his rear half.

“Just be sure and save some for us! But as much as I’d love to head for Wonderbolts Base to prepare a proper reception for when they get back from Canterlot, we have other duties to attend first!” Shadowdash announced to the disappointment of all, who accepted her as their leader quite readily not only for her commanding manner or being the first of them, but for being their longtime superior as either a Wonderbolt or Weather Team Captain. “We have to head back to the castle now as Queen Eclipse eagerly awaits us! But before we introduce ourselves to her, I think we should all have our new names! And at this point, we do, except for…?” she turned to Sunshower, who considered the question, then smiled serenely.

“Just call me Moonlover,” she decided, idly flexing her new thumb talons and grooming her thestral wings with long and languid licks of her large tongue, polishing them to a gleam. “What can I say? I love the night and a nice flank. And besides, who needs weather work when I can do this?” she asked, shifting her efforts to curl herself into a ball and wrap her lips around her freshly imparted stallionhood, enjoying its size, shape and sensations immensely. “I want to use this thing on somepony, Shadow! Can’t we go down into the town now…?” she all but begged Shadowdash around a mouthful of her own organ, visibly fantasizing about burying her new stallionhood as deep as she could in an as-yet unconverted pony.

The former Rainbow could only smile sympatheticly at that. “Love your eagerness, Moony, but we can’t just yet. We must all meet our new regent and receive her blessings, first! Don’t worry, though!” she added hastily upon seeing her friend and former weather teammate pout. “Our Queen is a benevolent ruler, and she would not wish her subjects to suffer! If I know her, you’ll get your chance, and far sooner than you think!”

“Works for me! So, to the castle, then?” Nymphaea suggested, still stealing kisses with Cloud Tucker. “The sooner the better!”

“To the castle!” Shadowdash confirmed, sharing a series of final kisses and wing caresses with every member of her new team, the very vanguard of her mistress’ new army. “So let us tarry no more! ‘Tis time we receive the grace of our Great and Glorious Queen Eclipse! She is anxiously awaiting the delivery of her first sky soldiers, so let us present ourselves so that she may bless us properly!” she announced as she led them off the storm cloud top, diving for the darkened outline of her Queen’s castle below.