“Gather ‘round, everypony,” Starlight called to the town, as if she was announcing some pleasant news, which to her mind, she was.

There had been some curiosity already among the inhabitants of the town. The far side of the plain street that made up the only avenue in town had a large table just outside of Starlight’s house, covered by a large cloth. Now, Starlight was calling the ponies to come see what she had prepared.

The few that hadn’t already gathered to look on in curiosity did so, and when they arrived, Starlight addressed them.

“How are you all feeling today?” Starlight said.

There was a general murmur of uncertain contentment among the gathered ponies, as they shuffled their hooves while wondering where this could lead.

“Aren’t you all feeling wonderful?” Starlight pressed, and the townsponies suddenly got the same, large smiles that Twilight and her friends had found so unnerving.

“Oh yes, Starlight,” Double Diamond said, nodding eagerly. “We’re all feeling wonderful.”

“So glad to hear it,” Starlight said, sounding pleased. “None of you miss your old bodies, do you?”

Everyone shook their heads. “We sure don’t,” Night Glider said, and her expression faltered for just a moment before restoring itself. “I used to fly so that I could take care of the weather, but when your body is rubber, all weather is good weather.”

“Exactly,” Starlight said. “And since everypony is feeling so great, we are going to celebrate!”

Sugar Belle raised her hand. “Because those new ponies decided to join us?” she asked hopefully.

“Yes,” Starlight said. “See, they were so impressed by all of your eagerness to be equal, that they’d like to reward us.”

Starlight grabbed the edge of the cloth covering the table, and threw it off, revealing Twilight and her friends lying on their stomachs, facing the crowd, surrounded by a myriad of objects.

Twilight and her friends, free from the darkness that had surrounded them, looked around each other. They had been placed on a large table in front of Starlight’s house, surrounded by large collection of sex-toys. There were straps, ropes, gags, dildos and plugs, of all sizes, along with some devices that they didn’t even recognize, and last but not least among the toys, themselves.

They looked at the toys surrounding them with increasing lust, then at the ponies inhabiting the town, and blushed fiercely. When they had first arrived, they had been more than a little confused over what they had first thought were ponies in rubber bodysuits and very simple clothing outside of that greeting them. Now they realized that the rubber had not been suits. The ponies of this town were rubber just like they were, only Starlight remained un-transformed.

“Are those the ponies from before?” Sugar Belle asked.

“They’re the ones from before,” Starlight said. “Only they’re not all pony anymore. They’re my toys.”

“Don’t believe me? Let’s just ask them. They can’t talk, but they don’t need to,” Starlight told the skeptical crowd with a smile, and walked up to Twilight and her friends. “Are you all toys?”

Twilight and her friends all scowled at Starlight as they nodded.

“And would you like these ponies to play with you?”

They nodded again, and Starlight turned back to the small crowd.

“There you have it,” she said, and picked up a dildo. “They’re my toys, just like this thing, and I’m lending all my toys to you to celebrate.”

The skepticism was steadily draining from the townponies’ faces, to the relief of Twilight and friends. As much as they wanted to get out of there, they also wanted somepony to slake that overwhelming desire they had.

Starlight grabbed Twilight’s buttocks and squeezed them firmly. “Do you like it when I do this?” she asked teasingly.

Twilight nodded in humiliation, as she always seemed to do when Starlight was around.

“Would you and your friends like to be played with?”

Twilight nodded, and Starlight turned back to the crowd again. “I want everything returned tomorrow, but until then, have fun,” she said, and grabbed Twilight, carrying her back into her house.

Double Diamond and Feather Bangs set the three ponies down on the kitchen table.

“So, uh, what do you ponies like?” Feather Bangs asked.

Rarity, Applejack, and Rainbow Dash all looked at each other, before huffing silent answers through the tubes in their mouths.

“Okay, uh, let’s start with introductions,” Double Diamond said. “I’m Double Diamond, and this is Feather Bangs. You three were Rainbow Dash, Rarity, and Applejack, right?”

The three mares nodded.

“And you’re not just toys, right?” Double Diamond asked. “You’re actually ponies in there?”

They nodded again.

“But was Starlight telling the truth?” Feather Bangs asked. “Would you all like to be… bucked?”

Nods.

“Right now? By us?”

The three friends looked at each other, before turning to the stallion, and nodding.

“Alright,” Double Diamond said. “The thing is, we both, kinda, have this thing, where we like to watch… and be watched. Do you like to watch?”

The three mares looked at each other again, before nodding. They were starting to suspect that there wasn’t much they didn’t like anymore. This conversation hadn’t been going on for more than a minute, but they had already started grinding their pelvises against the table in futile attempts to please themselves.

“And you are all, like, really eager to be bucked, like Starlight said?” Feather asked.

The mares let out huffing sighs, and nodded again.

“Like, desperate?”

They nodded again, slowly and clearly.

“Do you like spanking?” Double Diamond asked.

Here, they paused, before nodding with a ‘fair enough’-look in their eyes.

Double Diamond and Feather Bangs smiled, and walked over to the far side of the kitchen, shedding their clothes in single movements, and revealing themselves.

They might not strictly speaking have muscles the same way that Rarity, Rainbow, and Applejack usually appreciated in stallions, but their rubber bodies still flexed and bulged in that same appealing way.

They took confident poses, leaning against the kitchen counter, and each other.

The three mares looked hungrily at the stallionhoods, also rubber, hanging from between their legs. Strong, confident, voluminous.

“Alright then, since there are three of you and two of us, I think it’s the first two over to us that’s gonna get some,” Feather Bangs said, smirking.

Rarity, Rainbow Dash, and Applejack all looked at each other, before scrambling as best they could towards the edge of the table.

Rainbow was the first one down, falling hard, but painlessly, on the floor, landing on her face, but managing to angle herself to roll onto her back. Her form, now in a sense resembling that of Rarity before their transformations, was the most lithe of the ponies, and she just missed Rarity and Applejack falling on top of her.

None of them were very used to not having any limbs however, and the shuffling towards their prizes was awkward. They huffed loudly, keeping their eyes focused on the two stallions as they crawled as best they could across the floor.

Rainbow Dash had placed herself so that she had the stallions on her side, and she alternated heaving her upper and her lower torso forward, her large breasts happily jiggling back and forth with every movement.

At first, Rarity and Applejack tried to do the same, but their now even larger breasts proved to be too much, too heavy, and so they had to worm their way forward, by arching their backs and pushing themselves forward as they lifted their upper torsos.

“Looks like Rainbow Dash has a bit of an advantage,” Feather Bangs said, smirking and slowly stroking his stallionhood.

“It does,” Double Diamond agreed. “Why is that, girls? Applejack and Rarity’s titties too large?”

The three mares paused their approach as they instead looked at each other before nodding their heads.

“How unfair,” Double Diamond said. “Let’s change the goalposts.”

Feather Bangs and Double Diamond moved to the walls opposite each other, away from the three mares, but closer to Rarity and Applejack.

The three mares looked at them, Rainbow Dash huffing out silent protests.

Feather Bangs placed his hand on his hip, smirking at the mares, with Double Diamond opposite him, folding his arms, also smirking.

Applejack immediately started changing course towards Double Diamond, the stallion closer to her, while Rarity chased after Feather Bangs.

“Hurry up, beautiful,” Feather said to Rarity. “And I’ll help myself to you.”

Rarity tried letting out a delighted squeal, but only huffed in response, as she wormed her way closer to Feather.

Finally, desperately, Applejack and Rarity just reached their prizes, with Rainbow Dash just losing to Applejack.

“We have our winners,” Feather said, and reached down to Rarity, who was struggling to try and raise herself up against his legs.

Double picked up Applejack and Rainbow Dash, and held them against his chest. The three of them started nuzzling the stallions lovingly, rubbing their necks against them, finally getting some amount of satisfaction at the touch of another pony.

“Whoa, slow down there, beautiful,” Double said to Applejack. “Let’s just set our audience up.”

Rainbow huffed in protest as the was deposited on the table, and placed to face the stallions holding her friends by the kitchen sink.

Double Diamond held Applejack up against his chest, his member having grown hard a long time ago.

“Wanna join us, Rainbow?” he said towards the former pegasus.

Rainbow nodded eagerly on the table, as Applejack lovingly rubbed her muzzle against Double’s neck and shoulder.

“Do you want Rainbow to join us, Applejack?” Double asked.

Applejack nodded as she leaned herself over Double’s shoulder, nuzzling his upper back.

“We’ll see if we can arrange something, but first, Rainbow, tell us if this is hot. Is this hot?”

Double lifted Applejack by her buttock, and took his member in his free hand, and gently lowered Applejack down over him.

Applejack huffed out slowly and closed her eyes at the heavenly sensation, and Rainbow nodded eagerly, doing her best to rub her loins against the table.

“So glad to hear it,” Double said, and turned to Applejack.

The two looked into each others’ eyes, Applejack smiling softly with her eyes and Double smiling softly with his whole face, before Double slowly started bouncing Applejack up and down.

Applejack started huffing as her mind was steadily being overwhelmed by bliss. Double Diamond started bouncing his pelvis, while moving one of his hands towards Applejack’s jiggling breasts, rubbing them firmly and lovingly.

Rarity and Feather Bangs looked on, but Feather decided that it was time for him and Rarity to start as well.

He placed Rarity on the kitchen counter, belly down, and brought his member to her face.

“Want some?” he asked, and she eagerly nodded her head, and tried reaching for it.

Feather chuckled, and brought his member to Rarity’s mouth. She eagerly lowered herself over it, and became convinced that his parts were as resilient as her parts, as he showed no sign of discomfort at forcing himself through the small opening.

“Whoa, tight fit,” he said, smilingly, and the two shared a warm look.

Feather was about to start thrusting when Rarity instead took the initiative, bobbing her head eagerly, her throat bulging as Feather’s member slid further and further down her throat.

She had never experienced anything like this before. She had had rubber stallionhoods inside her before, and she had licked them, but she had never felt one like this.

Feather was deep in her throat, to the point where Rarity thought it would probably be risky if she was a pony of flesh, but now she could just enjoy the sensation, and bask in the joy she was providing the handsome stallion.

Rarity brought her head all the way forward, fully hilting his member in her throat, and feeling his tip pop free of her throat and enter her chest cavity.

Rarity smiled inwardly, and started pulling back jerkingly, teasing the tip of Feather’s member.

Feather’s eyes widened at the sensation. “Who-whoa, s-slow down, babe,” he said, and started trying to pull out, only to have Rarity push forward. “I’m serious, I don’t wanna hurt you.”

Rarity looked up at him with a smirk in her eyes.

Feather paused his retreat, and considered her for a moment. “Wait… you don’t need to breathe, do you?” he asked.

Rarity shook her head as best as she could, having Feather deep in her throat.

Feather’s expression changed to that of a smirk. “Now I see why Starlight put all those collar out with you. Hand me one would you, Diamond?”

Diamond kissed Applejack on her neck as he walked over to the table where Rainbow lay, stroking her head, then spanking her behind, before getting a collar and walking over to Feather with it.

“Thanks,” Feather said, and turned to Rarity. “You’re sure, right?”

Rarity, still having Feather inside her, nodded. She hadn’t taken a breath in quite some time, and part of her was protesting her lack of of it.

That part just fueled her excitement however. What she was doing was not only scandalous, but there was a false and exciting sense of danger as well.

Feather smirked at Rarity’s nodding, and placed the collar on her neck, atop the collar Rarity already had, and fastened it tight.

Rarity felt her throat tighten around Feather’s stallionhood, and his flare was now held in place by the collar.

“Try and pull out, beautiful,” Feather said.

Rarity tried pulling back, but it was no use. Feather was stuck inside her while he was erect, and Rarity planned on keeping him that way as long as she could.

“Hey, I’m getting some ideas,” Diamond said.

“Yeah?”

“Yeah. I thought about hanging up Rainbow in a good spanking position, and I see a good way to do that now,” Diamond said. “Put a rope through her.”

Everypony else in the room paused as they considered this idea.

Feather turned to Rainbow. “Would you like that?” he asked.

Rainbow eagerly nodded her head.

Feather and Diamond chuckled, and shared a look with the mares they were making love with.

Feather spun Rarity around so that he faced her belly, his member massaging the inside of her throat, and lifted her on top of him, as he and Diamond walked over to the table.

Feather ended up with Rarity’s marehood right by his face, and he gently kissed it, making Rarity shudder and sending her vibrations into him.

“Oooh, nice,” he said, and turned to Diamond and Applejack. “Wanna give it a shot?”

Diamond smiled, and walked over to them. He separated Rarity’s lower lips, and held them open for Applejack, who leaned forwards and gently buried her muzzle between them.

“Mmm. She likes that, I think,” Feather said.

Party Favor held Fluttershy close to his chest as he kissed her. They both had their eyes closed, basking in the wonderful feeling of it all.

He gently lowered Fluttershy down onto the bed, and while she looked longingly up at him before he even let go to work out of his clothes, she was distracted by Night Glider, who lay beside her.

Night Glider put her hand on Fluttershy’s cheek, and pulled her into a kiss much like Party favor had.

“You’re both so beautiful,” Party Favor said, almost reverently, as he lay down beside them, naked.

“So are you,” Night Glider said, smilingly.

Night Glider and Party Favor each put an arm underneath Fluttershy and pressed closer to her. One kissed her muzzle, while the other focused on her neck. Their other hands snaked their way across her form, caressing her breasts and teasing her marehood.

Fluttershy was lost in ecstacy. Normally, she’d start feeling uncomfortable at this much pleasure. She had masturbated before of course. When lust and desire had gone unaddressed for too long, she had retrieved a toy to help her.

She’d make sure she was alone in her room, and her schedule was clear, having her animal friends posted in a far perimeter around her home to warn her of any intruders.

She’d also made sure to send one of them out to check that Rainbow Dash was previously occupied.

Then she’d slowly start pleasuring herself, but there was always something about it that felt strange, and incorrect. She’d be ready to please herself, and she’d caress herself, and caress her dildo as she held back from inserting it, driving up the excitement.

It would enter her, and she’d be in paradise for a short while, but then something would go wrong. It would become too much of something, or perhaps too little of something else. Suddenly, her passion would start to cool, her sweat would start making her cold, and she’d wake up to how she was lying on her bed, bucking herself with a piece of rubber and spilling fluids over her bed. She’d speed up, reach climax and regain some of that wonderful feeling for just a moment, but that was it. She’d clean her bed and go on with her life.

Fluttershy sometimes dreamt of having somepony help her during those moments, to hold her when her passions faltered and bring her back to that wonderful place, but it had never happened. She was also afraid that she’d disappoint whoever shared her bed, having them have to do work by helping her instead of enjoying themselves.

If it was the company, her new body, or both, Fluttershy couldn’t say, but her passion was reaching unprecedented peaks, and showed no sign of slowing down.

It was so beautiful, so sensual, and so loving. Fluttershy sometimes had trouble reconciling the more intense ways of pleasure with love, but now she had no trouble understanding.

Night Glider sat up on the bed, and lifted Fluttershy down to between her legs, so that Fluttershy’s belly faced the two other ponies, before Night Glider lay down to kiss Party Favor again.

From unspoken agreement, Fluttershy immediately started nuzzling Night Glider’s lower parts. Night Glider squirmed, and moaned slightly into Party Favor’s mouth, making the two of them giggle. Fluttershy would’ve as well, had she been able to.

She felt Party Favor’s hand on her flank, and breathed out hard against Night Glider’s marehood when she felt his member poke against her own marehood, eliciting another set of squirming and giggling from the trio.

That was one of many positions of love and tenderness that Fluttershy would learn that night.

Pinkie Pie bounced excitedly up and down on the bed, at least as well as she could.

Sugar Belle placed the last of the stuff from her pantry on the table beside the bed, and went bad to mixing one of the batters, smiling down at Pinkie.

“I might not be a great baker anymore,” she said, huskily. “But I can still do this.”

She dipped a brush into the thick, vanilla-flavored mix, and started spreading it across Pinkie bosom.

Pinkie Pie looked on in excitement, breathing heavily, before sharing a look with Sugar Belle.

Pinkie Pie was actually pleased as punch with her current predicament. This excited her to no end, and if she could, she wouldn’t be able to stop herself from bouncing around and possibly making a mess, or shrieking her excitement, possibly diminishing the experience for her partner.

But she couldn’t. She could squirm and she could huff, but that was it. Pinkie Pie was learning a lot today. Sex with food was definitely something she enjoyed, and it seemed a good idea to combine that with forced restraint. Bondage was fun!

Sugar Belle had finished making Pinkie’s breasts vanilla flavored, and instead had her fingers in a jar of honey, which she brought to Pinkie’s marehood.

Pinkie wondered if Sugar Belle was psychic, making Miss Honeypot live up to her name before they were properly introduced.

The thick rope was strung across the living room, and Rainbow was threaded on it, from mouth to marehood, belly pointed at the ceiling.

“Done,” Double Diamond said, and gently brought Rainbow Dash down a few inches across the rope.

It was the most bizarre kind of pleasure that Rainbow Dash had felt, but she also enjoyed it immensely. She felt the rope’s texture inside her, all the way through her body, all of which was quite sensitive to pleasure.

“Like it?” Double Diamond asked, and Rainbow Dash nodded eagerly in response.

“That makes me really happy,” he said, and spanked on Rainbow Dash on her tush as he walked over to the armchair where Applejack rested, picking her up into her lap and preparing to watch the show.

The three of them had a good view of the sofa where Feather Bangs and Rarity were waiting for their cue.

Rainbow Dash squirmed on the rope, trying to rub it against herself, but had to force herself to focus on Rarity

“Ready?” Feather asked Rarity, who was lying beside her.

Rarity nodded, and Feather kissed her on the cheek before walking out of the room.

Rarity closed her eyes and pretended to be slumbering peacefully, when the door audibly opened again. She opened her eyes and looked around, looking confused at first, before that confusion steadily gave way to dread and panic. She huffed in confusion and agitation, before catching sight of Feather Bangs.

Rainbow and Applejack had to admit that Rarity was quite an actress.

“Hey there,” Feather Bangs said, smirking down at her. “You awake?”

Rarity nodded uncertainty, before looking down at her body.

“You remember the agreement?” Feather Bangs asked her. “I get to do whatever I want, as long as you don’t say you have a problem with it.”

Rarity looked up at the naked Feather, and huffed a few times in a frightened manner.

“That was the arrangement, wasn’t it?” Feather pressed. “If you want me to do something, or not do something, you just say so?”

Rarity, huffing frantically, nodded.

Feather’s smirk intensified. “Can you talk?” he asked.

Rarity shook her head.

Feather sat down next to Rarity, and lifted her up to see his erect stallionhood. She eyed it in terror.

“I’m gonna put this in your mouth,” he said. “Just say ‘no’ if that’s scary.”

Rarity, looking up at Feather with a frightened look, shook her head as she puffed a response.

“Sorry, beautiful,” Feather said. “We agreed to talking, not shaking your head.”

Feather aimed the scared-looking Rarity towards his member, and roughly shoved her all the way down, so that his tip poked into her chest.

Feather moaned to himself as he picked up the collar from before, and fastened it around Rarity’s throat again, pinning Feather’s flare deep inside Rarity’s throat.

“Mmm. I’m really hard,” he said, leaning back and putting his hands behind his head. “You’re not gonna be able to pull away like this, but if you make me cum, I might relax a bit.”

Rarity looked up at him with a terrified expression for a few seconds, futilely struggling for breath, before she started bobbing up and down as much as the collar allowed.

Feather smiled as he relaxed, and closed his eyes. After more than a minute, he looked down at Rarity, who was still frantically rubbing his member against the inside of her throat.

“How’s it going? Can’t breathe?” he asked.

Rarity looked up at him and shook her head.

“Better hurry up then,” he said, before leaning back again. “You’re really wonderful, babe, but I think I’m gonna last longer than you.”

After a while, Rarity’s bobbing became less vigorous, and her eyes started drooping.

“Want me to come?” Feather asked, and Rarity nodded weakly in response. “Well, it’s up to you whether I do or not.”

Rarity’s bobbing slowed further, and Feather smiled at her. “Looks like I’m winning,” he said.

Rarity closed her eyes with an exhausted expression, and weakly bobbed a few more times before stopping. One last movement was all she made before going limp.

Feather stroked Rarity’s head, and smiled at her. “Good job, but not good enough,” he said.

After a few moments of silence, two sets of clapping sounded from across the room, where Diamond was smacking Applejack’s breasts in applause.

“Nice,” he said, as Rarity opened her eyes and looked at her audience.

She did her best to bow to the three ponies watching them, and smiled with her eyes.

“What next?” Diamond asked.

“Hold on,” Feather said, looking down at Rarity, the two of them sharing a loving look. “You wanna cum, Rarity?”

Rarity nodded eagerly, eliciting a little jerk from Feather.

“Right,” Feather said, and reached for a glass of water, which he took a gulp from. “Go ahead, you wouldn’t believe how close I am.”

Rarity set to work to pleasure the stallion, and within moments, she felt his member bulge in her throat, just above the collar.

“Hng!” Feather waited a moment before loosening the collar, allowing the liquid to enter Rarity.

The liquid settled in her, and Rarity closed her eyes in anticipation.

Feather grabbed her head, and now free from the collar, started roughly bring Rarity’s head up and down in large motions.

She came, and the pleasure was so intense that Rarity thought she almost blacked out, and she saw stars for a moment before coming to her senses.

She looked up at Feather Bangs, and he pulled her from him with an audible ‘pop’, before righting her up and holding her close.

“Think your friends are having fun?” Starlight Glimmer asked Twilight, who was lying in Starlight’s bed.

Twilight nodded in answer. She did think her friends were having fun, and she’d rather be with them and the other ponies in town than Starlight.

“That’s good, isn’t it?” Starlight asked. “Good that your friends are being played with like the toys they are?”

Twilight nodded again, and let out a sigh. She was an absolutely captivatingly beautiful sex toy, eager to love and pleasure just about anypony, but Starlight’s greatest joy seemed to be pointing out how humilated Twilight must be, and having Twilight nod in agreement.

“Now then, your royal highness,” Starlight said, and lay down beside Twilight, gently caressing Twilight’s belly.

Starlight paused, her own words making her shudder in delight. “I still can’t believe it. Your royal highness, princess Twilight Sparkle of Equestria, despite being a powerful alicorn, I’ve captured you and turned you into my toy, right?”

Twilight nodded. This had been going on for a while.

“Are you absolutely helpless to keep me from playing with you?” Starlight said.

Fear shot through Twilight. She was planning an escape, which meant she couldn’t be helpless if she was going to pull it off.

To her immense relief, she nodded her head to Starlight’s question, before the implications slowly set in. Hopefully it was because of the vagueness of the question that she nodded. At least that’s what Twilight hoped.

Starlight’s hand slowly made its way up to Twilight’s breasts, kneading it firmly, and grabbing Twilight’s head with her other hand, bringing her muzzle and breast towards each other, rubbing them against one another.

“Can you stop me from doing this to you?”

Twilight shook her head.

“Do you like it?”

Twilight nodded.

“Want me to play with you even more?”

Twilight nodded.

Starlight shuddered again. “Ooh, you wouldn’t believe how much this turns me on, princess,” she said. “Let me just get some more toys. You’d like that, wouldn’t you?”

Twilight nodded again. Her scowl had left her a long time ago, now she just tried not going insane from Starlight’s teasing. She wanted somepony to rub her sensual parts, or any part of her. Affectionately, sensually, roughly, it didn’t matter, she needed somepony’s touch, now. She could only hope that Starlight would get to it eventually.

Starlight came back with a few more dildos, and a few plugs.

Starlight dumped the toys on top of Twilight, her newest, most prized one, before tossing off her simple dress in one movement.

Underneath, she wore a catsuit in the same color she had the day before, perhaps even the same one. Despite herself, Twilight hoped that Starlight took time to get out of it and clean it regularly.

Starlight stood on her knees on the bed, looming over Twilight, and fingered her crotch. Twilight noticed that it had a pocket of sorts, leading into Starlight’s marehood, though whether it was an actual pocket or if it opened up further in, Twilight couldn’t say.

Starlight gasped as she made sure her catsuit was tight all the way in, before turning her attention back to Twilight.

“Like what you see?” she asked

Twilight nodded. Starlight clearly knew how torn Twilight was over this whole issue. She knew that Twilight wanted to be restored to her old body, she knew that Twilight must hate her, but she also knew that Twilight was desperate for somepony’s touch. Even hers.

Twilight huffed in frustration when she noticed that she was trying to grind her non-existent thighs together, squirming her pelvis.

“I know you must hate me,” Starlight cooed huskily, and bent down to hold Twilight, softly nuzzling her. “But perhaps one day you’ll learn to like me. Do you think you’ll like me if I play with you enough?”

To Twilight’s shock, she softly nodded her head.

Starlight didn’t see Twilight’s expression, as she nuzzled the princess. “That makes me so happy,” she said. “Thank you.”

After a while, Starlight rose from Twilight’s muzzle, and smirked down on her.

“How does that make you feel, knowing that I can make you like me?”

Twilight’s rattlement was soothed a bit by confirming that she wouldn’t give away her plan by speaking, as she huffed out an unintelligible response about how she found the prospect both scary and comforting.

Starlight tittered. “Oh, sometimes I wish I left you the ability to talk,” she said. “But no matter. Should we get on with it?”

Twilight nodded in relief, then let out a surprised huff as Starlight suddenly flipped her over on her stomach.

“I’m proud of this one,” she heard Starlight say, and tried angling her head back to see what was going on.

“It’s inflatable, but it has a feature that I’m sure we’re gonna have a lot of fun with.”

Twilight tried tossing her head back violently, but didn’t manage to bent it back far enough. When she tried harder, she felt as though the toss should have been hard enough for her to pull a muscle, but which she didn’t. She stopped struggling as she considered this information. If she and her friends learned to push their new bodies with their now inexhaustible stamina, that could really help them when they tried making their escapes.

Her ruminations were cut short when she felt a rubber device push its way between her buttocks, and into her.

It would’ve been painful before, but now it was all she could do to keep from going cross-eyed from pleasure, and even though she loathed to show Starlight that her ministrations were appreciated, it was clear that this wasn’t possible, by her deep and sensual huffing.

“Liked that, did you?” Starlight asked, making Twilight nod before setting her head down on the pillow. “Well, just you wait.”

Twilight kept huffing as the device dug deeper into her, and soon she felt it start to grow, in tandem with her own huffing.

She looked back in curiosity, to see Starlight with a big grin on her face, and holding a rubber ball in her hand, pumping it and sending air into the device in Twilight’s rear.

“Liking it?” she asked, expectedly making Twilight nod.

“Just watch this,” Starlight said, and grabbed Twilight’s head, bending it back far enough and twisting it so that Twilight could see the back of her own pelvis.

A small part of Twilight’s mind noted that this confirmed that she didn’t risk hurting herself by pulling muscles, but it was overwhelmed by the pleasure and excitement at what she saw.

The ball in Starlight’s hand was connected by a thin hose to a plug sitting firmly up Twilight’s opening, and getting firmer and firmer as it expanded. Other than the connection to the hose, the plug also had a ring on it.

“I think we’re about too…” Starlight said, giving the ball a few more pumps.

As she did, Twilight felt the uppermost part of the plug expand, and a flare at the end expand into the empty cavity that largely made up her torso. She let out a satisfied huff, her eyes becoming half-lidded.

Starlight noticed this, and tittered. “Oh we’re not done yet,” she assured Twilight. “Not by a long shot.”

Starlight put her hand on the plug, and pushed inward, but it had expanded in the rear, and refused to budge. She grabbed the ring and tried pulling it out, but it was firmly anchored to Twilight’s pelvis

“Not going anywhere,” Starlight said, and started fiddling with the connection between the tube and the plug. “This is also detachable, no air is going in or out without this.”

The tube came loose, leaving only an impossibly large plug in Twilight’s rear, with a ring for grabbing at the bottom.

Starlight grabbed the ring and pulled Twilight up a bit, jostling her. “It’s like a magic trick,” she said happily. “How did you ever fit anything this large into her highness’ tushie?”

Starlight turned a mischievous grin towards Twilight. “You like being this full?” she asked.

Twilight nodded, closed her eyes, and let her head fall down on the pillow, savoring the sensation.

“Well you just enjoy yourself for a moment while I prepare some other things,” Starlight said, and left the bed.

Twilight did just that, ignoring the sounds of ropes and magic being used behind her. She would’ve babbled to herself in ecstacy if she could make any other sound than huffing.

Like when Pinkie had penetrated her earlier, this was beyond the limits of pleasure she had ever felt as a normal pony, and this thing wasn’t even moving. She didn’t know if she should dread or look forward to more pleasure than this all at once.

She let out an alarmed huff as she was suddenly hoisted into the air. Starlight had tied a rope into the ring of the plug, and was tying it to the ceiling, placed Twilight at approximately standing height, only upside-down.

She dangled back and forth for a moment, before Starlight stepped into her field of vision, wielding a black rubber spanking paddle.

“I just really want to stress how jealous I am of you,” Starlight said, before turning Twilight partly to the side, and smacking her buttocks.

Twilight let out a huff, not in pain, but in surprise.

The pleasure she had basked in moments ago had largely given way to an exciting kind of pleasure. An adventurous kind.

Starlight spanked her again, and she huffed in pleasure.

“Like this as well, princess?” Starlight asked.

Twilight nodded, eager for the unicorn to keep striking, and for once, she readily did so. Again and again. Sometimes there was a little pause, but it soon continued.

She had sometimes wondered what the point of spanking was, but now she knew. She was at the complete mercy of Starlight, and the spanking reinforced it. For one split moment of every strike, her mind comprehended how utterly subjected she was to Starlight, and just as the feeling hinted that it might recede, another strike came.

It wasn’t painful, it was even enjoyable, but that feeling still overwhelmed her. When she and her friends finally freed themselves, this was one of the things she’d insist that they’d do. If they didn’t insist before her that is.

Twilight swung lazily back and forth on the rope, sent along by the smack to her buttock, but eventually, Starlight seemed to have had enough for the moment. She grabbed Twilight by her rear, and steadied her.

Wordlessly, Starlight walked over to the bed, abandoned the paddle, and instead grabbed a dildo. It was with some disappointment that she saw Starlight inserting it into herself, rather than Twilight.

It took a little while though. While Twilight and her friends could have toys practically fired into them and just squirm from the pleasure, Starlight was still a flesh and blood pony, and needed to take her time.

Eventually, and with a bit of moaning and wiggling, Starlight had put the dildo almost all the way up into her lower opening.

She walked over to Twilight, and hugged her.

Starlight leaned herself softly against Twilight, and used her as support.

The extra weight wasn’t nearly enough to dislodge the plug that Twilight hung from, and Twilight wondered what the other mare was up to when she rested her cheeks on Twilight’s buttocks, and those empty places her thighs should have been.

“Play with me?” Starlight said, and Twilight was shocked by the softness of the voice.

Perhaps it was her newfound appreciation for desperation one could feel for intimate pleasure, or perhaps Twilight was just that nice, but she huffed a sigh, reached out with her muzzle towards the rear of the dildo sticking out of Starlight, and nuzzled it.

Starlight let out a shudder at the sensation, and almost went limp over Twilight, holding onto her with her arms.

The additional weight tugged wonderfully at the plug, and Twilight kept nuzzling the dildo.

Starlight cooed and moaned, and Twilight did as she did with Pinkie, breathing in against the rear of the dildo, and started working it in and out. Much more gently than with Pinkie though, Starlight could feel pain, and Twilight somehow got the feeling that Starlight was a sensitive mare.

She seemed pleased with Twilight’s efforts though, because eventually, she put her mouth against Twilight’s marehood, and kissed it softly.

Twilight was now gaining a semblance of understanding of what Rainbow had felt when she was pleasured from multiple sides, and marvelled that there always seemed to be higher levels of pleasure to reach.

They stayed like that for a while, Starlight softly nuzzling Twilight’s lower regions, and Twilight gently working the dildo in and out of Starlight.

After a while, and when Twilight suspected that it was getting fairly late in the day, Starlight broke the hug, then magically untied Twilight and lifted her to the bed, putting her down softly.

Starlight walked out of the room, and Twilight heard running water for a little while before Starlight came back, now without a dildo in her, before she cleared away some toys and lay down beside Twilight.

Starlight put her arms around her, and hugged her gently.

“So soft and warm,” she said, before looking into Twilight’s eyes. “Did you enjoy yourself, princess?”

Twilight nodded at her, puzzled by this new side of Starlight.

“I liked it too,” Starlight said, before magically pulling the cover up and turning off the light. “I think you friend enjoyed themselves as well.”

Rainbow Dash huffed as best she could with the rope in her mouth. On each side stood Double Diamond and Feather Bangs, holding Rarity and Applejack, their stallionhoods gently going in and out of their rears.

Applejack and Rarity were facing Rainbow Dash, their mouths plugged with spanking paddles, and swinging their heads with gusto, striking Rainbow Dash’s bosom.

“Mmm, good job,” Double Diamond said, nuzzling Applejack’s neck as he slowly pumped her rear. “Squirm if you think they’re doing a good job, Rainbow.”

Rainbow squirmed.

Author's Note

Not a lot of progress in the story, but plenty of progress with it comes to plot.

The other kind of progress will come next chapter.