The sound of hoofsteps echoed as Rainbow Dash walked down the hallway in the The Castle of Friendship.

Their ordeal was over. The guards had returned with their missing horns, wings, manes, tails, and of course their cutie marks, and though Starlight Glimmer hadn’t been apprehended at that exact moment, when Shining Armor and the princesses had taken it upon them to catch her themselves, she had been caught shortly after.

For most intents and purposes, the six friends had been restored to normal, though not in every way.

Rainbow Dash smiled to herself and grabbed her breast, still the same size as it had become in that town.

With the help of some clever magic, the ponies of Ponyville had not reacted the way that was expected when their six friends had come back sporting almost ridiculously voluptuous forms. Their new shapes had been slowly registering, and promptly accepted, by various small slip-ups, like Rainbow’s breasts jiggling heartily as she walked down the town, her still not being used to walking with such a bosom.

Oh the ponies had looked at it appreciatively of course, but they had trouble registering how unintentionally lewd the formerly lithe pegasus was being, and treated her the same as ever.

Rainbow Dash idly played with a nipple ring underneath her clothes as she reached the doors to Twilight’s room, and opened one of them, stepping in and closing it behind her.

“Hey, Twilight, are–”

Rainbow stopped when she saw the sleeping, rubbery and limbless form of Twilight Sparkle lying on the bed, lying on her belly, a book propped up in front of her, a dildo by her mouth.

Her horn and wings were gone, and the ‘TOY’-mark was on her flank, which immediately gave Rainbow an idea.

Though it was now controllable, the desire she had felt during her stay in Starlight’s house was always there.

Rainbow steadied herself against a cabinet beside the door, and lifted up a leg. She grabbed the hoof, and gently removed it from the leg, before standing down on it.

She wobbled a bit, but kept her balance as she did the same with her other hoof. Her legs now ending in fleshy stumps, she carefully walked across the room without making a sound.

She stood over Twilight’s sleeping form with a grin on her face, and removed her vest, short shirt, and bra, before pausing a bit and then placing her vest back over her naked upper body.

Then she reached into her skirt, revealing her lightning-bolt cutie mark, and removed her panties tossing them over her shoulder, before stepping into the bed and standing on her knees over Twilight.

She reached into the nightstand and retrieved a ballgag, and gently placed it in Twilight’s mouth and strapped it in place.

Rainbow fingered her nipple-rings in anticipation, before raising her skirt, and putting her hand into her marehood. She closed her mouth and breathed deep through her nose, trying to not make a sound.

She shoved her hand deeper into her, and let out a triumphant snort when she found her prize. She grabbed it, and pulled.

Out of her came a large, rubbery stallionhood that reached out about the length of a forearm before stopping, and came no further. It had a plug in the opening in the tip, with a finger-width hook on the top, forming almost a full ring.

It was a prehensile rubber dildo she kept inside her chest cavity, that kept its angle when pressure was applied from above, and she angled it so that it pointed upward like it was erected.

Rainbow then retrieved a nondescript, golden ring from the pocket in her vest, which she put over the dildo, and pulled it all the way down to where it met her marehood. There, she started turning the ring around, and as she did, it fused the flesh of her marehood with the rubber of the dildo, forming a sort of interface between them. Rainbow smiled as the dildo was firmly attached, yes vibrated wonderfully inside her as she hastily and firmly ran her hand up and down the length.

Rainbow took a glass of water from the nightstand and downed a large gulp, before gently reaching down and turning the sleeping form of Twilight around, and leaned down to kiss her on her ballgag.

Twilight didn’t stir from that, but she did moan gently into the gag as Rainbow started massaging Twilight’s breasts.

Rainbow smiled, and lowered herself over Twilight, and inserted the dildo into Twilight, who stirred slightly, smiling to herself.

Rainbow lay on top of Twilight for a moment, before reaching for the dildo, and slowly inserting it all the way into her throat, leaving only the tip of one end sticking out of her mouth. Then she pulled at one of her upper arms with the other, making it come loose and tossing it over her shoulder, and then tugged at the end of the bed with the remaining arm, making that come loose as well.

Satisfied, Rainbow started slowly grinding the dildo in and out of Twilight, her mouth filled with another dildo, but a smile evident in her eyes.

“Mmmm,” Twilight moaned contentedly into her gag, and stirred. She slowly blinked her eyes open, before registering what was happening to her. Her eyes shot wide open, and she shouted, “Mmph!? Fff!” into her ballgag, before registering that she couldn’t speak.

The eyes of Rainbow Dash smiled down at Twilight, full of mischief, and she huffed around the dildo in her throat. “Fff!”

Twilight’s cheeks were burning red as she was pushed back and forth on the bed, hers and Rainbow’s breasts bouncing with every thrust.

Twilight started shaking her head at Rainbow Dash, but stopped and closed her eyes from the sensation. “Mmmm!”

“Fff-fff-fff!” Rainbow chuckled around the dildo.

Twilight’s eyes were closed hard, and she bent inward in concentration, but after a few moments, her willpower was spent, and she started moaning in earnest with every thrust. “Mmmpf! Mmmpf! Mmmph!”

Rainbow Dash suddenly pulled out of Twilight, and stood on her knees, walking forward to Twilight’s face and showing her the very dry dildo with the ring in its opening.

With a look of utter superiority, despite being armless, hoofless, and having a dildo sticking out of her mouth, Rainbow bent down and softly rubbed the dildo sticking out between her lower lips against Twilight’s face.

Twilight squirmed away, the contact seemingly half-unwelcome, before she gave in and started nuzzling the bulge in the upper half of the large rubber construction.

Rainbow again chuckled, before bending forward and started poking the dildo with the underside of her breast, trying to took the ring on top of the plug that filled the tip of the dildo onto one of her nipple-piercings.

Pretty soon, she started growing frustrated, before Twilight helped her by nuzzling the hook in the plug to one of Rainbow’s nipple rings.

“Hff!” Rainbow huffed in triumph, before arching her back, and pulling hard with the nipple ring at the plug. It was hard enough to pull the ring out of a normal nipple, but that’s not what Rainbow Dash had.

The plug came loose, and Rainbow ejaculated the water she had drank before into the face of the giggling Twilight, who tried squirming away with a mirthful look on her face.

They looked at each other and giggled for a moment, before Rainbow collapsed on Twilight, and panted.

They didn’t look up at the sound of approaching hooves, and Rainbow felt two hands close around her waist and gently pull her off Twilight, laying her down beside her.

She opened an eye and lazily saw how a headless body of Twilight Sparkle, wearing a plaid short skirt and thigh high socks, and topless except for a shoulder-strapless bra, opened up its torso from the throat to the crotch, revealing an empty space and a smooth texture on the inside.

The outside of the body looked like flesh rather than rubber, and it picked up the rubber Twilight Sparkle that Rainbow had just pumped silly in her hands, and placed her inside the empty space. The limbless Twilight was a perfect fit, and the hands took the two flaps that made up the front of the torso, and closed it like a catsuit that didn’t need a zipper.

The opening vanished without a trace, leaving no seam or anything to indicate that it wasn’t a normal body, except that the neck made way for Twilight Sparkle’s rubber head, but that too was covered up when Twilight removed the ballgag, then smoothly pulled a mask over her head, with a mane and a horn on it.

The fleshy texture quickly snaked its way into Twilight’s mouth, and made the inside look like a normal mouth. All seams vanished around the neck, and there were no air-bubbles anywhere. It looked like Twilight had donned another layer of skin, which was in many was exactly what she had done.

Twilight closed the front clasp of her brassiere, and smiled down at Rainbow. “That was a wonderful way to wake up, Dashie. Thank you,” she said, and pecked Rainbow on the nose.

Rainbow’s eyes smiled, and she used her leg to reach for where she last left her arm.

When she didn’t find anything, she looked around and saw that Twilight held it in her arm, and was in the middle of picking up the other one. “Looking for this?” she asked, and waved with Rainbow’s arm to her. “Come and get it.”

“Hhhf!” Rainbow said, and rose from the bed. When she took the first step however, she remembered that her hooves were still lying on a cabinet near the door, and fell to the ground. With no arms to catch herself with, she landed head-first on the ground.

Twilight and Rainbow laughed good-naturedly, then Twilight walked over and flipped Rainbow Dash onto her back, before grabbing her by her nipple rings and pulling her upright. Rainbow stumbled without her hooves, but steadied herself on Twilight, and ended up looking longingly down at Twilight’s cleavage.

“Again already?” Twilight asked, and put the arms on Rainbow Dash’s shoulders, which she used to pull the dildo out of her throat.

“Always,” Rainbow answered. “Don’t you want to come?” she asked.

“Yes, but I like building some anticipation,” Twilight said, and pulled a shirt over herself as Rainbow slowly walked over to her hooves.

“When was the last time you came?” Rainbow asked.

“The day before yesterday I think,” Twilight said.

“Geeze, Twi,” Rainbow Dash said in disbelief, as she put her hooves back on. “How do you stand it?”

“I like it. You should try it” Twilight said, then stretched all her fingers, spread her wings and fluttered the primaries, wagged her tail, and lit up her horn.

“I’d get brain damage,” Rainbow Dash complained.

“That’s ridiculous,” Twilight said, pulling her skirt up to finger herself and make sure her outer layer sat right across and in her marehood, also revealing her star cutie mark. “Ah! Hhnn… besides, it’s not like you can do anything if I walk in on you sleeping, can you?”

“Good luck with that,” Rainbow said, as she walked over to her discarded panties and started putting them back on. “I never sleep.”

“And how many times do you come per night?” Twilight asked with a raised eyebrow.

“I don’t know,” Rainbow Dash said, shrugging. “I haven’t kept count.”

“You should try the suitcase,” Twilight suggested.

“Maybe some time,” Rainbow Dash conceded, as she put her clothes back on. “Is somepony using it?”

“Yeah, Rarity,” Twilight said, and walked over to a large suitcase in the corner.

She opened it to reveal Rarity in her limbless rubber body, blindfolded and held tight with an almost dazzling display of black leather straps, kept from even breathing by a large plug in her throat. She tried futilely to squirm even an inch any way, and the only sound coming from her was a slight buzzing.

“Okay, that looks pretty awesome I admit,” Rainbow Dash said, as she unscrewed the ring around the stallionhood and poked it back inside her. “Mmh.”

Twilight looked out of the window to see where the sun was in the sky. “Are the rest of the girls ready?”

“Yep,” Rainbow said, as Twilight closed the suitcase around Rarity and they started making their way out the castle towards the train station. “Let’s see what Starlight Glimmer has to say.”

Author's Note

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