Band of Lethne

Chapters

Lily
Test Drive
A Wonderful Dream
Field Tests
Practice Makes Perfect
Taking a Study Break
Personal Lessons
Advanced Placement
Changing Subjects
Mentorships
Fill Me
Downpour
Deep Studies
It Was Under M!
Heart Behind Heat
Probably Too Eager
Slippery Slope

Lily

Dayson ignored the rest of the objects as they fell to the ground. Instead, he focused on Becky… who looked extremely confused. She yanked her hand out of her pants and blushed furiously… though now that he knew where to look, he could still see the lust in her eyes.

“D-Dayson?” Becky murmured. “W-what happened? I feel… I feel strange.”

Her lust rose. He could feel it. In fact, it was almost impossible not to feel it. He wanted… he wanted… he wanted to go out right now, find some stunning green-haired girl and shove them between her legs. Then she wanted a blonde and a redhead on each tit, suckling away just like that time when she’d volunteered for the Timberwolves frat party ‘entertainment.’

She could still remember screaming so loud that a few guys had actually cum on the spot watching them.

It made her wan—

Dayson blinked and managed to break free from Becky’s fantasy. He’d have to be careful… getting lost in that could end up having weird side effects…

Or really incredible ones, a piece of him said.

He licked his lips.

“Dayson?” Becky asked again, her voice filled with heat. “What…”

Goddess, I want her so bad right now…

It was so tempting to fill her with lust until she burst, but he wasn’t about to do that. No, he would never do anything like that. Anyway, something in the back of his mind growled at the idea and he shivered as a wave of cold rushed over him.

Not acceptable, the voice said. You are not permitted such things.

Dayson swallowed… and tried another tactics.

“Becky…” Dayson whispered. “I know you’ve always turned me down… saying I wasn’t your type… but…”

Becky stared at him, looking totally lost… until her eyes drifted to the bracelet on his wrist.

“That… that’s the sign of the island on that band!” Becky gasped. “No… it can’t be… it can’t be the actual Band of Lethne.”

Dayson smiled and pointed at the book. “See for yourself.”

The temptation to use the band was strong—he could still feel her fantasies—but something blocked him as Becky fetched the book.

The moment she touched it, a little spark of pink rushed up her arm and into her chest. She yelped in surprise, stared at him and her eyes glowed pink for just a second.

“You… you have the actual Band of Lethne,” she whispered in complete and total awe. She looked at him as if he were some sort of prophet.

Dayson nodded. He didn’t know how, but he knew that he did have the actual Band connected to the Eris’s power. The very one that Ran’ethal had used to spread the Eris’s blessing to her people.

“Can… can you use it?” Her voice was barely audible over the sound of the storm outside.

“I… I think so?” Dayson said. In reality, there wasn’t a ton of hesitation in him. He was more taken aback by just how hungry Becky looked right then.

Becky bit her lip for a split second before she blurted out, “Use it on me.”

“What?!” Dayson shouted. “You can’t have just said what I think you—”

“I lied!” Becky gasped. “I’ve known this story for years! I’ve been hunting for it for years! That’s why I came here! Yendi is the only one with enough clout to actually get artifacts from the South Pacific!”

“You’re… you’re kidding…”

Becky moaned and took a step forward. She trembled as she spoke. “Tell me the name of the high priestess of Lethne. I didn’t tell you… so the only way you would know is if you’d read this book before—and I know you haven’t—or… you’d seen it.”

“Becky this is crazy—”

“What’s her name?!” Becky shouted.

Dayson reeled back… then remembered that brief touch on her mind.

She’s telling the truth. She wants this. More than anything.

“Ran’ethal.”

Becky’s eyes went wide. She shuddered and moaned lewdly, as if those words alone had driven her to a miniorgasm. Considering how she was acting, Dayson wouldn’t be surprised.

“Use it on me,” Becky whispered again. “Make me like one of the priestesses right now… and I promise you I’ll fuck you until dawn.”

“Here?” Dayson asked.

Becky glanced back at the door. She frowned, rushed over, bolted it shut and then scampered back over to the farthest reaches of the storage room.

A while back, they’d hidden a mat back here for taking the occasional nap. It was right by the window and the glowing lights of the university spread out below them, casting a soft white glow through the rain. The thunder seemed to have moved away.

Dayson followed her to the back and stared at her. She stood in front of the mat, still trembling. She looked ready to drop to her knees and beg.

A strange shiver ran through him at the thought. He blinked and Becky was gone, replaced by the nude Eris standing tall above her. She stared at her… her mistress? No, she served her goddess. But… obviously the Eris deserved her reverence. Had… wait—

She felt the wonderful sensation of another of the Eris’s reality shifts…

“You’ve done such a fantastic job,” the beautiful apparition said. “Such a good girl.”

She gasped as pleasure rushed through her body. She knew she was in danger of being totally addicted to the rush of those two words… but she couldn’t bring herself to care.

“And what do good girls—” she moaned lustfully, the need to pleasure her mistress growing with every second, “—do?”

“Obey,” she whispered. Then she moved forward, slipped her lips over her Mistress’s sex and began to—

Dayson snapped out of the strange sight. Why… why would that vision appear…

“Please…” Becky moaned. “Do you want me to beg?”

“You really want to do this here?” Dayson asked, the need in Becky’s voice bringing him back to the present.

Becky nodded desperately. “Right here. Surrounded by pieces of Lethne.”

The lust he’d bottled inside himself demanded to get out again. He’d been able to keep it intact… but combined with Becky’s own constantly growing lust… not to mention his own… he couldn’t hold it back anymore.

He reached out the hand with the Band around the wrist. He somehow knew exactly what to do. What to do to transform Becky Malsen into the creature she was supposed to be.

He unleashed it and Becky moaned as the pink magic washed over her.

Almost immediately, she began to fondle her tits and pussy right there in the river of magic.

“Oh Dayson! Don’t… oooohhhh!”

The hair changed first. It shifted from a basic blond to a golden yellow, like the color of summer straw. It burst outward, flowing over her shoulders until it was halfway down her back. She ran a hand through it and then fixed her eyes on him again, making it clear what she needed.

Dayson hesitated, shocked at the sheer speed of the transformation.

“More!” Becky begged.

He gave her more.

In a few seconds, her skin began to change as it grew fur. A soft, gentle pink fur. It seemed to course up and down her body and she groaned in pleasure. She tried to undo her pants to get at her sex… only to have the problem solved when the button burst and her hips widened.

“Oh yes… I’m… I’m going to…”

Becky groaned and shuddered as she obviously came right there just as her tits began to swell. Her groaned shifted into squeals of pleasure as her legs buckled, but the power of the magic seemed to keep her upright. Her tongue fell out of her mouth for a second and her eyes rolled into the back of her head.

Her eager pink-furred fingers stroked and groped her growing assets. It didn’t take long for her top to stretch and start to give.

Fabric ripped as it gave way under the magical pressure and for the first time, Dayson saw Becky’s tits in all their glory… well, their new glory…

Dayson blinked when she realized Becky hadn’t been wearing a bra at all.

Dayson just stared at the growing mounds of delicate pink fur and supple flesh. Two soft pink nipples swelled in time with her tits. Her fingers fondled them, her face twitching with every tweak and pull.

“I’ve always… always wanted bigger…” she moaned.

Within the depths of his mind, Dayson knew exactly what Becky should be in this form. He curled his fingers a little and she gasped, her eyes wide and locked onto his.

Only three things now separated her from the vision he’d had of the high priestess.

“Don’t stop…” Becky moaned. “Please… don’t stop…”

Dayson wasn’t sure if he could even if he wanted to. And he didn’t want to.

Dayson cried out briefly as a new surge of power rushed out of him. He felt the lust he’d taken from her funnel back into her as her ears transformed and slipped up the sides of her head, only to grow a bit of fur and settle themselves in her beautiful yellow mane.

Becky’s eyes slid closed as she began to convulse, but Dayson knew it was nothing dangerous. He didn’t know how he knew… but he did.

He focused again and a moment later, the girl’s hips bucked hard and the sound of tearing fabric filled the room. A few seconds later, an enormous golden tail flowed out from behind her.

Now… came the final transformation.

He stepped forward to put the last touch onto h—

Lily knelt before the gorgeous hunk of a stallion and licked her muzzle. With pink furred hands, she gently unzipped him and brought out his stallionhood. She shivered at the sight of it. Has a stallion’s cock ever looked so good as it did right now?

Lily just stared at it for a moment. It make her delicate hand look tiny. Once, she never would have dreamed of doing this. But ever since Day had found that band… she shivered and remembered making the pegasus squeal last night in thanks.

She’d always wanted to be more sexually outgoing. She’d always wanted to do this… but she’d always been a little scared. But now, Day’s new magic had taken away the fear. All the inhibitions were still there, but she had a choice to override them.

Lily decided at that moment that she would be thanking Day for a very long time for this gift.

But for now, she leaned her head forward, opened her muzzle and slipped it over the stallion’s thick cock. Her tongue touched the underside of it… only for her to shiver in delight at the stallion’s groan.

Her muzzle locked around it and she got her first real taste of a stallion’s member—

Dayson blinked again. He hesitated. Maybe… that wasn’t something he should have seen. Who was Lily? For that matter, who was Day? He didn’t even want to think about how erotic the vision still seemed. After all, he’d never had a fantasy about a guy in his life.

“Becky… maybe—” Dayson began.

Becky lunged forward and kissed him hard. Their lips intertwined. Her new tits pressed up against his cotton shirt. Her hands went over his back, fondled his ass and even stroked between his legs.

Then she pulled back and all but glared into his eyes.

“Turn me into a pony,” she demanded.

When she’d said it, he’d still had his hand on her head. Dayson went a little lightheaded as a new surge of magic erupted from him. Becky threw her head back and screamed in delight as a wash of magic passed over her face. It was so blinding—

Another surge of magic erupted out of him and into her body and the world seemed to shake.

Then he blinked the spots away.

Just like that, Becky Malsen had become a… He couldn’t believe it. Right before his eyes, one of his only friends at transformed into an actual ponygirl. A freaking furry. A live one. What’s more… Becky had wings too!

Despite the visions… despite everything… he couldn’t believe it.

Dayson had always thought any real furry would actually be terrifying. Considering how hard he was right now, he reconsidered that position pretty quick. She was actually sexy as hell.

She ran her hands along her body and shivered with delight.

Though he wasn’t using the band anymore, pink magic still swam around them in a cloud.

“Ohh… it’s… it’s wrapping around my mind…” Becky moaned and rubbed at both her tits and her pussy. “You naughty boy… you sexy, fuckable naughty boy… I never told you… this kink…”

“Uhh…”

“Quick!” Becky groaned as she slipped a hand under her shirt. “Turn me bi!”

“Wait… what?”

“If that thing can turn me into this… it can make me bi!” She groaned again as she groped at her tits, biting the lip of her new muzzle. “I’ve always been curious… but I want you to shift me so I can enjoy it all the way.”

As she spoke, he couldn’t help but wonder what it would be like to have her new lips around his cock.

“You’re… you’re sure?” Dayson hesitated. He wanted to do it, but just switching someone’s sexuality seemed… weird. Then again, she was asking.

“Dayson,” Becky looked at him with eyes that held absolutely zero hesitation or doubt. “Make me want cock just as much as I want pussy. Make me need your cock! Right now.”

Well, when she asks like that…

He focused on her and gestured, twitching his wrist a little. A bit of magic flowed up her skirt and she gasped. Then, it floated in front of her face like a popsicle… or something else.

With a smile at him, she slowly slipped the rod into her mouth. She shivered in delight, as if she had just tasted something beyond description.

“Oh… I may not even want you to change me back…” Becky moaned as she sucked a finger with all the subtly of a a Siren Sorority Sister on Spring Break. “In fact… I… I… oh!”

Her eyes flashed and she blinked a few times. When she stopped, she stared at him. She stared with a pair of brilliant yellow eyes, quite different from the soft blue ones that had been there a moment ago.

Then, as much as he’d felt the magic rush out of him… he felt magic rush into him. Felt the world around him being reshaped and reformed. Specifically the part of the world that had anything to do with Becky Malsen.

New thoughts flooded into his mind. New memories. New truths.

While he remembered Becky Malsen… he now knew the gorgeous pegasus in front of him wasn’t Becky Malsen.

It was somepony named Lily Winds. She was one of those crazy new western pegasi he’d read about. He’d done research on them when Lily had first joined Yansi’s team. And mostly found a hell of a lot of porn of them.

Which he had enjoyed a lot.

Since she hadn’t been from around here, she’d needed some extra tutoring on some local history classes. Whenever he tutored her, he always got this strange daydream of her kneeling before another lusty western pegasus and burying her sexy muzzle into the other girl’s pussy.

Right? He… he remembered that… after all… wasn’t it—

Lily smiled at him, stepped forward and kissed him hard. Pinned beneath her enormous breasts, he couldn’t do much but kiss her back. Their tongues intertwined—though it was strange making out with somepony with a muzzle—and her hands wandered down his body to his ass before giving him a friendly squeeze.

Then she jerked back, smiling with what could only be called bedroom eyes.

“You know…” Lily said, her voice like liquid chocolate. She sounded totally different from… from… who was he comparing her to again? “My friends always said that fucking a human wasn’t nearly as good as getting taken by a real stallion. Humans tend to be… smaller.”

Dayson flushed as Lily pulled back and stroked the tent in his pants.

He’d been fantasizing about this moment ever since he’d first seen her. He’d wanted to fuck her so many times… but she’d always seemed more interested in mares than stallions—or men.

Then again… hadn’t she just asked him to do something about that? To make her want—

Why is everything so fuzzy?

“But… since you just used that fancy little toy of yours to give me the tits of my dreams…” Lily giggled and squeezed her tits together for him. “Maybe you could use it to give me the cock of my dreams too?”

With that, Lily pulled off her what remained of her schoolgirl’s outfit—since when had she been in that?—leaving her soft, enormous pink tits on display.

“What do you say, big boy?” Lily cooed. “Use a bit of magic on yourself… and you’ll get a free pony ride.”

Dayson didn’t know how to even do that… he wasn’t even sure how he’d transformed… whoever she’d been into… well, apparently he’d only given her bigger tits. Still, when a sex-crazed ponygirl asked for a favor, especially when that favor involved fucking said sex-crazed ponygirl, he’d have to be an idiot to say no.

Dayson knew he wasn’t the smartest guy in the school… but he was smart enough for this.

He stroked himself with his left hand three times before he felt something take root in his crotch. Pink magic swirled around his waist and then flowed into his manhood. He shuddered and moaned as he felt himself growing.

Lily was there in an instant, unzipping his pants and unleashing his manhood with deft, practiced hands.

“Mmm…” Lily said, licking her lips. “I have to admit, usually I’m only for mares, but right now, after giving me a free magic titjob, you deserve your ponyride.”

Dayson stared down at the mammoth object between his legs. He’d always thought he’d been average in size. Now, he was enormous. His… his… stallionhood jutted out with a flared tip and… Dayson couldn’t believe it. He actually had a freaking horse cock.

And right now, he wanted to use it.

Lily seemed to want to use it too.

Seems only fair that they both get what they wanted.

Author's Note

Looks like I needed just a bit more to be okay, so all you wonderful people get TWO chapters! I got some more I'm playing with! Don't worry! If you see any mistakes, let me know with a PM!

Test Drive

Dayson looked between the gorgeous topless pegasus before him and the lumpy mat behind her.

Lily licked her lips in a way that made is real clear she wasn’t going to wait much longer.

She deserves better than some dusty old mat.

“Let’s see what else this can do…” Dayson said with a wink. He reached out his hand and called to the magic flowing around them. He hadn’t realized until now that the storm had actually excited the power. Everything was so easy. All he had to do was think about what he wanted and…

Dayson gasped as a surge of pink swirled into existence. Lily watched eagerly as the mat changed before their eyes… somehow transforming into a queen-sized bed in the back of the archeology storage room. It had dark red sheets, about a dozen pillows of a dozen sizes and even a little bench at the foot of the bed.

Lily gasped in wonder… and, if Dayson wasn’t wrong, serious arousal.

“That’s… a little more than I—”

Rene’thal’s body danced to the tune of Eris’s hands in the depths of the ancient temple. It felt so wonderful to have the priestess squirming between her tits, her back to Eris. But all around her was stone and crashing water. It was time for something softer.

So, with a wave of her hand, a wonderful circular bed appeared in the center of the ancient stones. It even had ruffles!

“Oh…” Rene’thal whispered. “You… you can’t just… OH!” Eris’s fingers slipped along the priestess’s furry inner leg and brushed across her sex. “You can’t just… mmm! Change things like that! It doesn’t make any sense for… oh Goddess… it to be… down… here! There are guardians against such… such… wanton breaches of… of… realityyyy—”

Rene’thal turned and twisted, planting her muzzle onto Eris’s and their tongues intertwined as Eris’s fingers probed the delicious priestess.

It only took moments before Rene’thal began to buck against Eris’s finger as the priestess was overcome yet again. She moaned into Eris’s muzzle and eventually pulled away, a tiny bit of salvia stretching between them.

Eris’s smile greeted her dazed eyes and she booped her adorable little pet on her adorable little nose.

“You seem to forget…” Eris whispered as she wove the threads of reality. “Just how flexible reality can be.”

Eris moaned as another pulse shaped the world around them. This time, she kept the two memories inside Rene’thal’s head. And her eyes went wide with understanding.

“Now you see… mortals will rationalize anything,” Eris whispered. “Now… should I continue or would you prefer to discuss how that bed has always and never been there?”

Rene’thal’s lips attacked Eris’s tits in answer. Eris lifted the priestess up and carr—

Dayson blinked. He felt even harder than before. He could still feel the taste of the strange ‘alicorn’ person on his lips.

“That…” Lily said as she slipped a hand to absently fondle a nipple. “I’ve never even seen a unicorn do something like that… but how…”

It was impossible to describe how Dayson did what he did next. He couldn’t. He just knew he rewove reality… for now.

Lily moaned as the presence of the bed settled into her mind. The explosion of thought overcame him and he saw—

Lily gasped as Daisy’s lips suckled on her tits. Just through the window on their right, students—both human and pony—wandered on the campus in the bright sunlight.

“You are such a little slut!” Daisy gasped when she came up for air, her lips already wet with Lily’s milk. “This is the third time this week you’ve pleaded with me to fuck you up here!”

Lily moaned and nibbled Daisy’s gorgeous magenta neck, shifting a few of the pillows around on the bed that Yendi had so thoughtfully had installed up here for Lily’s unique… needs.

“One of these days, Day’s gonna come here and catch us…” Daisy groaned as her fingers dug into Lily’s sides.

As Daisy slid down to start the main event, Lily thought about that insatiable pegasus. “Oooh… I hope so… AH!”

And just like that, as far as Lily was concerned, the bed had always been there.

Dayson’s pussy ached where she’d felt Daisy’s lips touch her sensitive lips and… he got caught in it again. Dayson shook himself away and gave himself a few strokes, just to remind him what sex he actually was.

Lily turned and at the last second, Dayson preserved her memory and—just like Eris—allowed Lily to remember both the mat and the enormous bed.

“You…” Lily turned to stare at him.

In the streetlights outside, he could see her sex glisten with wetness. Her nipples were as hard as diamonds.

She couldn’t seem to find the words. She also apparently decided they weren’t needed anymore.

She grabbed him, spun him around and plopped him right onto the small at the foot of the bed. Dayson yelped in surprise, his newfound stallionhood bouncing a little with the sudden change in position.

She leaned down and kissed him hard. Dayson savored his horny fellow aide, tasting her and enjoying the scent of wild grass, cloudy days and very, very horny ponies.

Her head darted back and she yanked his shirt off in one fluid motion, leaving his somewhat skinny chest bare. If she had any complaints about his appearance, the pegasus didn’t show it, because she lapped at his shockingly-sensitive nipple.

“Oh!” Dayson yelped as electricity ran through him. He looked down… and saw Lily looking up with mischief in her eyes. Watching him carefully, she used her long tongue to fondle and caress his small male nipple.

Dayson’s hips bucked and he bit his lip in pleasure. A few seconds later, the wonderful sensation stopped, replaced by wet kisses up his chest, along his neck and ending at his lips again. She kissed him just as hard as she had the first time.

Once again, she leaned back and another strand of salvia glittered between them.

Then, the only glitter was in her eyes.

“Okay, big boy, ready to show this horny mare a good time?”

He nodded dumbly. After all, he wasn’t going to say no.

She pushed him back until his back hit the foot of the bed and the small footboard there. Dayson was impressed… and realized that this is exactly what this bench had been made for.

Then, Lily’s wings stretched wide as she slid up his body until her wet pussy was directly above his stallionhood.

She looked at him one last time and grinned. He couldn’t believe what was about to happen. He’d jerked off to the thought of having Lily Valley on his stallionhood for so lon—

With a single flap of her wings and a flex of her powerful thighs, she plunged herself onto his massive rod. She screamed and clutched at him, her wings spasming and wrapping around him in a hot cocoon of soft feathers

“Yessssss…” she whined, shivering and twitching atop him. “Oh wowwww… bigger… you’re… you’re ooooh bigger than my… my… favorite… aaaaah!”

That’s when Dayson realized Lily was cumming just by having him enter her. The thought filled him with a strange confidence… and way more lust than he was ready for. With a grin, he bounced his hips a little. Lily’s cries became more heated with every thrust.

“Dayson!” she moaned. “Oh Goddess, Dayson!”

He bounced as much as he could with a much stronger and larger pegasus sheathed on his stallionhood. Her rock hard nipples rubbed against his, her soft coat brushed against his sweaty skin as she bore down and ground her hips into his.

Her shudders had stopped and now she was just moaning… but showed no signs of wanting to stop.

Lily Valley is on my stallionhood right now, moaning like she’s in her Long Heat, he thought. Then again… she actually is… but she’s never wanted a guy to help her take the edge off. Tonight, she wanted me.

It was a heady thought for any warm-blooded male. And it made him want her even more.

Without thinking, he grabbed her wonderfully large ass and lifted Lily halfway free of his cock. Lily gasped, her eyes going a little wide. She let him do it more out of surprise than anything else.

Then he shoved her back down.

Her jaw went a little slack and her eyes went wide as his stallionhood filled her.

“Again!”

He grabbed her incredibly soft, thick ass and lifted it again. She pretended to ‘strain’ against him, as if trying to push herself back down.

At the halfway mark, she couldn’t take it anymore, flexed her legs and plunged herself back onto his stallionhood.

“Pull my tail…” Lily begged in his ear. “Goddess, I need it… pull it…”

It took him a moment to wrap his arms around her and take ahold of her dock, connecting her thick blonde tail to her rear. As soon as his fingers had a tight grip, her eyes smoldered once more and she licked her lips.

This time, she was the one who lifted herself. He could feel her pussy clenching slightly around his stallionhood, as if even that didn’t want to let go.

Still, she forced herself all the way up until she was totally free of his enormous tool. She shivered as the flared head of his stallionhood rested against her quivering lower lips.

She whimpered in need, rubbing her pussy against his stallionhood, obviously fighting the desire to drop atop him again.

“At… at the same…” she slipped a little and he pushed into her again. They both groaned, but Lily pulled herself off again. “At the same time!”

Dayson had read enough stories about every kind of ponygirl to know exactly what Lily wanted.

Something in Lily broke and she moaned as she began to lose her battle. She let out a long, low whimper as she slipped back onto him.

Despite him getting very little action this year, for some reason, he found himself having next to no trouble controlling himself. If he cared at the moment, he would have wondered why. But considering a hot pegasus was sliding down his stallionhood, he didn’t really care.

The moment the head of Dayson’s stallionhood was fully inside of Lily, he yanked her dock hard.

Lily screamed so loud it shook the windows as she slammed back down and he hilted himself inside of her. Her back arched, her nipples shaking and to his surprise… her breasts began to swell.

“Oh… it’s… it’s too much… I’m… it’s coming early!”

He could feel her sex spasming and clutching at his stallionhood as she came again. She moaned and tried to hold her tits, but she ended up just caressing them, shifting position…

“Dayson!” Lily begged. “I… I can’t stop it! You have to! Please! I… I can’t take it!”

Lily’s words became almost incoherent as she pointed her twin, thick, glistening nipples at him.

Dayson paused. And he felt the beginnings of something on his wrist. He felt the beginnings of a change…

Then both of her tits let out a short spray of ivory milk. He shivered at the sudden explosion of warm liquid and blinked up at her as a few drops landed on his tongue.

“I’m sorry!” Lily looked embarrassed as she tried to cover her tits, but ended up stroking them instead. “I told you the meds don’t work very well on me… Dayson, it feels so good to feed somepony…”

Her voice dropped to the point where it reached inside of him, wrapped around his stallionhood and started to stroke him furiously.

“Please let me feed you,” Lily purred.

His wrist twitched. He blinked as a familiar sensation rushed over him… but one he never remembered feeling before.

He knew he was rock hard and still hilted inside of her. He knew she was still cumming atop him. He knew he had just tasted her milk. But… why did she even have—

Eris smiled, her finger deep her sex while Rene’thal’s milk poured into the basin as the priestess furiously milked herself. She’d been repeating the mantra for a good five minutes now, ever since her third orgasm and the Filling had taken her.

“I will feed my people… I will feed my people… I will feed my people…”

Finally, Eris felt her own climax come. As it crashed over her, she reached out and slipped two fingers into Rene’thal’s sex. She squealed and bucked against her, moaning so hungrily that it even made Eris’s lust grow hotter.

“Exactly, my pet,” Eris cooed as she slowly slid her fingers in and out of the lactating alicorn. “A month from now, you will invite your priestesses in… you will reveal your true self to them…”

“And… I… I will ask those who wish to embrace the change to feed from me… and that will give them the blessing…”

“You can’t wait to share it, can you?”

“No, Great Eris… oh… it’s so much! It’s so overwhelming…”

Eris supposed she could have overdone it. Rene’thal would be the ‘mother’ of her people, so maybe she had tuned the high priestess a little high. Now, she could just turn it down or…

Eris’s magic wrapped around Rene’thal and she made the priestess rotate on her finger. Rene’thal cried out, jerking and shuddering as yet another orgasm overtake her. Milk sprayed over the temple stones as Rene’thal fell onto the bed. She looked at her with pleading eyes, rivulets of milk pouring down her sides.

“Let me help you with that,” Eris offered.

Instantly, Rene’thal pushed her tits together and offered herself to Eris. Eris licked her lips and her muzzle fell to wrap her lips around one delicious nipple—

Dayson blinked. He couldn’t just leave Lily here unmilked. It was pretty much the same thing as calling her a whore! Everypony knew you didn’t leave a mare you had just fucked full. Especially a friend. A friend… who had… such… enormous… glistening…

Dayson’s head jerked forward and instantly clamped around the right nipple. Lily let out a delighted and ecstatic squeal. Her felt her hand in his hair, pulling him tight to her tit just as his tongue found her nipple.

A spray of warm creamy liquid erupted in his mouth and Dayson swallowed every little drop. She tasted faintly of strawberry milk. She screamed his name again and he could feel her sex spasming as another orgasm overtookher… or maybe she’d never stopped since he’d yanked on her dock.

It didn’t matter. All that mattered was the delicious cream pouring from his friend.

She groaned and writhed as he fed from her. She whispered his name. She whispered how much she loved feeding him. She whispered how much she appreciated him as her best friend—

I’m her best friend? But… that… we’re just normal frie—

A familiar feeling washed over him, though he couldn’t quite place it. There was an odd warmth on his wrist again… but that wasn’t right. He hadn’t used the Band since he’d enhanced her bust. It’s not like he actually used the Band of Lethne a lot.

Right?

He felt a little dizzy… then again, that could just be all the blood rushing to his stallionhood. He refocused and sucked all the harder.

And Lily squealed even more.

Author's Note

Heee! New chapter! Hope you like it. Things are gonna get a little bit crazy!

A Wonderful Dream

Dayson yawned, stretched and sat up. He rubbed his eyes to get the sun’s glare out of his face… but it didn’t go away.

“There you are!” that familiar voice said with a sigh. “Been waiting forever for you to stop rutting your new marefriend to come talk to me!”

“Huh?”

Dayson blinked a few times and moved to get out of bed… only to find he was standing up. He glanced around, but saw nothing but a bright pink haze. He glanced down and found himself a little surprised to see his normal body, complete with his normal clothes, just standing on nothing.

For some reason, that didn’t bother him.

Then again, why would it?

“Where am I?”

“Uh, a dream? Silly boy.” The voice tsked at him. “I swear, has it really been that long? Doesn’t your kind have any imagination lef—”

The voice cut off suddenly before bursting out with laughter.

“I don’t believe it! They’re actually reformed in your collective consciousness? But… as actual ponies? Ooh, this is fantastic! As usual, my timing is perfect!”

The giggling continued for a while. Dayson tried to work out what the voice had just said before he just gave up. After all, if it was a dream, who said it needed to make sense?

“Who are you?” Dayson called into the mist.

“I’m an echo of Eris, of course, silly boy. You think she’d leave something as powerful as a Chaos Band on this world without having some kind of protection? Seriously, I’ve had to dodge so many warlords in the last thousand years it’s not even funny!”

“Echo of…” Dayson snapped his fingers. “The Visitor!”

“Give the boy a prize!” the Echo cried. Strange clapping sounded from somewhere in the mist. “You got it in one. Then again, I’m helping you along a lot, since I’m funneling good ol’ Rene’s memories into you… at the right moments, of course.”

“So… those were real events?” Dayson asked, scratching his head. “That actually happened?”

He considered how smart it was to ask that sort of question in a dream, but what did he have to lose?

“What, you think you’re on an acid trip or something?” The Echo laughed and something began to take shape in the strange mist. “Trust me, honey, I’m far better than any drug humans have come up with.”

Dayson chuckled. There didn’t seem to be much else to do. “If you say so. You said it was a dream.”

“I did, didn’t I? You do dream a lot. In fact… hmm… you do have a strange dissociation with reality. That was a pretty intense little session you just had!”

“Hey!” Dayson protested, blushing despite himself. “I… I didn’t meant for things to go… go that far…”

“Bah!” the Echo said as a very female formsolidified in the mist just beyond the point where he could make out anything but a silhouette. “Please. I know that. It was actually Becky’s little fantasy that turned her into a broodmare, not yours.”

“She… she actually has that kink?” Dayson felt himself getting hot at the thought, though he had no interest in actually helping her really get knocked up. Still, the idea had a strange appeal.

“It’s really more a subconscious thing than anything else,” the Echo said as she stepped fully into view. “Just like me.”

Dayson gaped. She looked a little like Rene’thal had in the visions… but only a little. A pair of mismatched horns on her sat on her head, lost in a mane of silky white locks. Little gray ears peeked up from the mane too, matching the color of the fur on her strangely beautiful face. A single sexy little fang jutted out from her delicate and very feminine muzzle.

Her eyes…

Her eyes were red and yellow.

Dayson shivered at the sight. They seemed almost hypnotic. Yet there was something indescribably sexy about them as well. He felt himself harden even more at the sight.

The moment he did though, her smile grew just a little. Then she struck a pose and something dragged his eyes downward.

At her neck, the color of her coat changed from soft gray to a gentle brown. Two enormous tits—easily two sizes larger than Lily Valley’s—jutted from her chest. A chocolate brown nipple sat on each breast, already hard and seemingly eager for attention. The rest of her body was covered in the same gorgeous fur, all the way down to her wet pussy. However, she did have golden claws in the place of feet. A long tail swished behind her, more like a lizard’s than a pony’s.

“What… what are you?” Dayson asked, her voice a little husky.

“Mmm… like what you see?” Eris asked, turning so Dayson could see her sinuous, serpentine tail—which she made a point to lift for him. “I’ll admit, it’s not really my true form. That’s a bit wilder. But a few mortals who saw me like that reacted badly, so I added a little something extra. It’ll do for now.”

Dayson knew he had just spent the last several hours fucking his new marefriend. Even then, he was as hard as a rock under his jeans at the sight of the gorgeous apparition before him. He felt himself straining against the fabric and he bit his lip, blushing furiously.

Eris’s eyes drifted down to the tent in his lap. Her fang glinted in the odd pink light of the dream.

“Hmm… that won’t do!” Eris snapped her fingers.

Dayson gasped as his clothes vanished in a puff, leaving him completely naked… and almost painfully hard. He tried to cover himself, blushing even harder.

“Oh please,” Eris said with a giggle. “Honey, I’ve seen more cocks and pussies than you could ever dream of. It’s not like it’s anything new.”

“Uh… it’s just…”

“You didn’t have a problem with your new marefriend seeing you like this,” Eris pointed out.

“I know Lily… err, I mean, Becky! We’re at least friends!”

“You’re a lot more than that right now. Especially since she fell asleep impaled on your enhanced rod.”

Dayson sputtered something, but tried to turn away and keep himself hidden.

“Oh, this is just silly!”

Eris held out a hand and waved her… beautiful, delicate, so-very-sexy fingers. The pink fog seemed to seep into him. He took a slow, deep breath and saw little puffs of it slip between his lips. A wonderful warmth filled his chest as it slid down into his lungs. Then it spread out over his body, making his fingers tingle. Finally, it slipped up his neck and over his scalp…

Dayson’s eyes went wide as he felt something in his head rearrange just a little before he suddenly gasped for breath. He brought his hands to his head to stave off the strange dizziness, but it passed quickly.

What had he been doing? It obviously hadn’t been trying to shield himself from this walking wet dream. After all, that’s where they were. A dream. You were supposed to have fun in dreams. And people had so much more fun when they just accepted the world around them.

Dayson smiled faintly, though he didn’t know why.

“Much better.”

“Huh?” Dayson asked, blinking a few times.

Eris smiled and that smile sent wonderful shivers up his spine.

“So, time to spell out the rules for you, Dayson,” Eris purred as she slowly sauntered forward. “Basically, you get to play with probability for a while.”

Dayson shivered again as she got closer. He felt… strange, but couldn’t tear his eyes away from her hypnotic tits. He wondered what they would taste like.

“You get to shift yourself into a slightly different reality where things are as you imagine them to be. Your human mind will process that as you changing them, but it’ll actually be just you changing you… in a series of pre-determined dimensional coordinates! You get to create miniature pocket dimensions and link them with your own so only you will see them!”

“What?” Dayson had never been great at quantum mechanics… assuming that’s what this was. He also really wanted to see if chocolate milk came out of those huge tits. “I… I don’t understand.”

“Ahh… shouldn’t be surprised. It’s what happens when the host starts as a male.” Eris shrugged. “I’ll make it simpler. As far as you’re concerned, you get to change the world however you want—assuming you don’t try anything evil, that is.”

Dayson had a hard time focusing. There was the matter of those gorgeous tits that made him want to suckle until forever…

Eris giggled. “I can see you’re having a little bit of trouble paying attention. Don’t worry about it too much. What it means is you can’t push too hard. However… there’s a little side effect I should mention.”

Her wonderful hands wiggled again and the mists swirled around him a little. He took another deep breath and that same wonderful warmth came back, but this time, it focused on his body. His skin prickled. His chest twitched. His hair itched. His manhood ached.

Yet he couldn’t tear his eyes away from those gorgeous tits.

“Mmm…” Eris licked her lips. “Eventually, to get what you want, you may have to change a lot more than just that big old stick between your legs. But you’ll find out all about that soon enough.”

Eris was only a foot away. She smiled wickedly at him, the expression laced with mischief and lust. Her eyes pulled him away from her tits and a strange shudder pulsed through him. He felt so odd.

Then again, it was fine to feel odd in a dream.

“I think that’s enough details for now.” Eris cooed. “I think it’s time to get a preview of things to come!”

She booped his nose.

Dayson groaned as a much stronger pulse ran through his body. It started at his hips and burst up and down at the same time. Before he could even react, the intense sensation running over him vanished.

“Now, it’s time for some fun. Let’s see just how good you’ll be in your new role. Well… half of it. After all, one part of it should remain a surprise. But let’s take the rest for a spin.”

“What…” Dayson’s voice sounded… strange. “What do you mean?”

Eris pointed at down at him.

Dayson looked down. Two enormous tan furred tits stood out from his chest—even bigger than Eris’s.

He almost screamed. Then that wonderful pink mist filled his lungs, rushed through his body and reminded him that this was only a dream. Why panic about that?

Instead, he investigated the rest.

His hands were furry, too. When he ran them over his chest, he let out a high-pitched moan of pleasure. The sound caught him off guard, as did the sudden sensation of wings burst out behind him. His hands slipped down his wide hips and down to a very ample ass, complete with a swishing tail. Not yet ready to check the… other place, he moved his hands over his face and realized… there was only one thing he could be.

“You… you turned me into a pony?” Dayson asked in a higher and far sultrier tone than he had a minute ago.

“Mmm… a pegasus, actually. Western, to be precise.” Eris ran a finger along Dayson’s enormous breast and he moaned in pleasure, twitching under her caress. “And a mare to boot! Thought I should get first dibs.”

“I’m… I’m a girl?” Dayson’s hands slid down his flat stomach, seeking his manhood. He couldn’t seem to stop himself from enjoying the sensation of his hand running over his soft fur. But when he reached the spot between his legs, only a slit lay there where his cock should be.

Panic started to well up inside of him, overriding the wonderful warmth pouring into his lungs.

Then Eris was there, her hands around his head, kissing him hard.

Eris’s tongue twisted around inside Dayson’s short muzzle. He couldn’t help but respond as their tongues slid over one another. Their breasts squeezed together as Eris’s hand reached down and stroked a wing. Dayson couldn’t help himself. He moaned hungrily into Eris’s muzzle as his new wings flared. His hips bucked against hers… even though there was nothing but emptiness between his legs.

Emptiness I need to fill, said a strange new voice in his head.

Eris’s hands slid to Dayson’s ass and she squeezed it hard, playing with his new tail. Dayson let out another moan and pressed himself against her, a building heat inside of him demanding more. His own hands ran up and down her silky furred sides. For a moment, he got a chance to cup her amazing ass.

Dayson could help but whine when Eris pulled away. Their eyes met and she smirked.

“Mmm… such a tasty girl,” Eris cooed. “Such a good girl.”

Dayson’s back arched as he squealed. Something about those words… they did something to him. Something he couldn’t control. Something he didn’t want to control. Something—

Something slipped into him. A finger. Gentle. Probing. Eager.

“What… mmm oh… oh!” Dayson tried to get a coherent phrase out, but his hips wanted Eris’s questing finger far more.

“So happy in her slutty little dream,” Eris mumured. “Yes, such a good girl.”

A second finger joined the first. Hips bucked against the intruder. Some piece of himself, buried deep within his psyche, began to slip out and fill his mind.

“I… something’s… something’s happen… oh! OH!”

Eris hovered and smiled, whispering just loud enough to make Dayson’s ear twitch.

“You are such a horny, hungry little good girl.”

It’s only a dream, said that sexy, sexy voice. Why not enjoy it?

Dayson couldn’t think of any reason to disagree.

Why would I? It was just a dream. Just a wonderful, sexy dream. Just a dream for good girls. Good girls…

Good girls like…

Good girls like… me.

Day let out a lusty groan as she felt the wonderfully familiar sensation of three fingers in her aching, needy pussy. Her wings flared hard. Her tits ached with milk. And she opened her eyes to see the equally as lusty face of Eris.

“How are you feeling, Day Dream?”

Day bucked on Eris’s fingers, ran her hands over her tits and smiled hungrily.

“Horny.” Day whispered.

Then Eris was atop of her, pushing her down to the ground. Day squealed in delight and slipped her own fingers into her new friend’s pussy. She knew all the tricks, of course. Within seconds, Eris was moaning just as much as Day!

Then, Eris did a fancy magic thing… and Day got her first look at Eris’s gorgeous wet pussy. She didn’t even have to think about it. She ran a tongue along it once in time with Eris’s own lap of her Day’s pussy.

Then she buried her muzzle in Eris’s eager sex.

Mmm… what a wonderful dream… Day thought as she began to race Eris for the prize of who could get the other to cum first. Day bucked her hips against Eris’s muzzle. She grabbed Eris’s ass and pulled her lover tight against her face. The pretty glow of the bracelet seemed to light up the whole place around her.

Seeing that light made her so happy… so horny… so needy…

Just like any good girl would be.

A wonderful… wonderful dream… Day moaned as she surrendered and let Eris take the first round and claim Day’s orgasm. Couldn’t have asked for a better one…

Author's Note

Heee!!!! I had to fiddle with this for a while, it kept wanting more! Still, kinda surprising Eris had so much fun! Wonder what's she's got up her sleeves. Fur? Whatever! :3

Like all the other stuff, please lemme know if you find some mistakes by DM!

Field Tests

Dayson strode into the university as if he owned it. Or more appropriately… if he owned everyone in it.

He ignored the usual taunts of Bradly Dunrey, but not without picturing the athletic jerk as some busty ponygirl lapping at his cock. The mere idea sent shivers through his body and while he felt the now-familiar magic pulse around his wrist—and his bracelet—he controlled himself. After all, what was the point of having some guy turn into a hot piece of flank when it would be so much more satisfying to try it out on a few unsuspecting chicks?

Because that was the goal of today’s experiments: to see how far he could go.

After last night, he wondered if there were really any limits.

Lily and him—along with Becky—had thoroughly enjoyed themselves well past midnight in the lab. Every time the two of them had passed out from another shared climax, the first one to wake tended to turn on the other… and then the cycle would begin again. The only time he hadn’t been inside of her had been the brief times they’d switched from top and bottom.

Lily had been more than happy to be under him, crying out his name as he hammered into her. She’d been just as happy on top, riding him like some horny cowgirl with milk pouring down her tits.

It had been probably around one in the morning when he’d stopped caring about the occassional strange memory shifts and just enjoyed fucking her. After all, while he’d definitely been laid before… it had never been anything like this.

Anyway, the strange random thoughts he kept having that seemed to range from her being a total stranger to them being married for years… started to really turn him on.

He vaguely remembered having some super-hot dream… but every time he tried to think about it, it slipped away.

They’d woken up as dawn streamed through the window. It had taken all of their self-control not to go at it again and even then, he’d remained so hard his pants had been almost impossible to button, while her nipples continued to point out like two thick thimbles.

They’d both managed to get back to their apartments without jumping one another. That was a pretty big accomplishment in his book.

Her last words before parting though had forced him to jerk himself off in the shower.

“Whatever really happened… I can tell you one thing… I’m definitely bi now… at least as far as you’re concerned.”

Then she’d licked her lips and sauntered off. It could have been his imagination, but there was far more swing to her hips now. Even her ass looked bigger.

After the shower, they’d met back up on the way to the University. On the walk back, he’d mentioned the memory shifts—and she’d confessed it was all a little hazy for her, but she remembered something similar.

His finger ran along the bracelet. He’d poured over the books they’d found last night with breakfast—safely in his room—but hadn’t found anything about any sort of mystical bracelet in this strange Lethne religion. But as he looked around, he just… seemed to know things.

It was like the bracelet wanted to be used. It seemed to become warm around every hot girl he passed. It made sense, after all, it was his mission to spread the goodness of the gods’ and goddesses’ bounties to all the peop—

And that was the other strange thing. The mind thing had continued. He kept having… thoughts. They weren’t his, but they sounded like his. What’s worse, it was becoming harder and harder to tell the other thought apart from his own. But did it even matter anymore? After all, it’s not like any of the odd thoughts were bad…

In fact, one of the first things that occurred to him after arriving at school had been considering what the bracelet had done to Becky, he wanted to see if it was just her.

Or could it affect others?

It only took five minutes before his curiosity started to get really demanding.

Five minutes after that, the temptation became too much. He needed to know or he’d go totally nuts.

However, there was one final barrier between him and a field test.

He pulled out his phone and punched in a quick message to Becky.

U mind if I find out what this can do?

He was sure he didn’t need to explain what he was talking about. The response came almost instantly.

Like what?

He passed two girls… Naida and Tana or something like that. Both were always gossiping and chatting and making ou—

Was that his reality? Or just his fantasies?

He typed the next message in a blur.

Using it on others

This time, there was a hesitation.

Uh I dunno… not sure… but it sounds REALLY hot. Mmmm… just thinking about it makesme… mmm

There was another pause, longer this time. Dayson came to a stop and eyed the two chatting girls. Both of them saw him and rolled their eyes, turning away in disgust. He knew he didn’t have the best reputation, especially with all the crap Bradley loved to spread about him.

His phone buzzed again, though it had an odd pink sheen to it this time.

do it make them just as hornee as me

Dayson smiled, feeling a strange sense of predatory desire rush up inside him. He was going to enjoy this. He was going to enjoy it a lot.

In fact, why wait? What better field test than right in the middle of the hallway?

He reached out toward Naida and Tana. He thought about a few of the hot foxgirl pics he occasionally used when he was bored. But… strangely enough, it didn’t feel right. Still, he reached for the magic.

Nothing happened.

He tried again, this time thinking of those sexy anime catgirls who seemed to always run into tentacle monsters.

Nothing.

“Hm,” Dayson muttered to himself. “Maybe… I have to use…”

While he could make up some of his own… why go to that bother? After all, Rule Thirty-Four, right?

Dayson brought up his phone and pulled out an email his roommates had sent him once by mistake. It was a bunch of hot ponygirls having ‘fun’ with one another. He hadn’t really into that sort of thing, so when he’d first seen them, they hadn’t done much for him.

Now, they turned him rock hard within seconds.

He flipped through them until he found something he liked: a mint-green unicorn girl and a tan ponygirl without a horn or wings—though she did have some cute pink and purple hair. They were making out in a park, the unicorn’s hands squeezing the ponygirl’s tits, the ponygirl’s inside the other unicorn’s skirt.

He reached out to the two chicks again. This time, the power came instantly. There was no one else in the hallway save for Naida and Tana, so no one should see what was about to happen.

Though part of him wondered what would happen if they did…

The wave of pink magic hit Tana first. She shivered and moaned as her pixie cut exploded into long locks of white and light green hair. Her tan skin almost instantly shifted into a mint-green coat.

“Tana?” Naida said.

She looked confused at her friend’s behavior… but far less confused than she should have been. Which didn’t make a lot of sense. If someone started transforming into a busty pony in front of him—well before yesterday—he would have freaked.

“Tana, you okay?”

“Uh…” Tana moaned as her tits erupted from the tiny handfuls to something almost the size of Dayson’s head. Her ass swelled and a tail erupted just as her face completed rearranging itself into the perfect image of the sexy unicorn ponygirl on his phone. “Oh… yes, of… mmm… course…”

“You sure, Lyra?” Naida asked. “You look kinda… kinda…”

Dayson couldn’t believe it. Naida had said Lyra’s name—for some reason he couldn’t remember Lyra’s old name—without even blinking. Like… her mind had been changed right along with Lyra’s new hot body.

The pink magic stopped swirling around the flushed-looking Lyra and rushed into Naida. She let out a long low moan of pleasure as her back arched. She ran a delicate tan-coated hand across her changing face as a wave of pink and purple hair cascaded down her back.

“Kinda…” Naida moaned. “Kinda…”

“What?” Lyra asked, looking curious as her girlfriend turned into a ponygirl. “What’s wrong Na—” She giggled. “What’s wrong, Bon Bon?”

The other girl’s breasts swelled to match Lyra’s. Her tail came in and finally, the magic finished reshaping her gorgeous body into something made purely for sex.

Dayson licked his lips and felt something in his mind rearrange in a strangely familiar way. For a moment, he knew his memory had shifted right along with the two ponygirls, though he couldn’t tell what had changed. All he knew for a fact was that he was responsible for this.

The idea that this power gave him control over the minds of anyone who saw it… Goddess, it was a major turn on.

He smiled, then put himself in a corner to watch the daily Lyra and Bon Bon show.

“I was going to say,” Bon Bon said with a horny little whine. “That you look kinda hot today…”

Lyra giggled. “Seriously, Bon Bon, I’ve been talking to you about flirting for months now. And that’s the best you can do?”

“Well, I get nervous when we have an audience!” Bon Bon said as she shot a look at Dayson.

“Oh, come on…” Lyra said as she pressed herself up against her gir—marefriend. “We both know you love showing off…”

Lyra’s hands went under Bon Bon’s university uniform—had that always been there?—and Bon Bon let out a small squeal of delight as she shuddered in her marefriend’s hands.

“Mmm… say it…” Lyra said as her hands did things beneath Bon Bon’s top.

“Nooo…” Bon Bon whimpered, trying to get away… but not trying very hard.

“Bon Bon, be a good girl and say it…”

Dayson shivered with Bon Bon as a strange feeling washed over him. He suddenly wanted nothing more than to go over there, present his tits to Lyra and let her do whatever she wanted to… her… and then she’d beg to lick Bon Bon pussy while Lyra fingered her until she came in front of everypon—

A strange giggle came from somewhere far away.

Dayson shook off the strange thoughts as Bon Bon’s hands began to unbutton her top. After a few seconds, he couldn’t remember whatever had happened after Lyra had said… something… but he was sure whatever it was had been crazy hot.

Bon Bon protested weakly. “You… you won’t be happy until I turn into some slutty, sexy… mmm… horny… stripper…”

“Mmm…” Lyra hummed huskily as one of her hands slipped down toward the other girl’s waist. “Would that be so bad? Imagine… all those eyes on you and me.”

Bon Bon let out a little gasp and she fumbled at Lyra’s buttons. Before Dayson knew it, Lyra’s top was off, revealing a lacy mint-green bra that left little to the imagination.

“Everypony around us paying money—oooh—to see me make you cum?” Lyra whispered. She moaned when Bon Bon’s fingers began to fondle under her skirt. “Oooh… somepony’s eager…”

“I need it,” Bon Bon whispered and she yanked Lyra forward for a hungry kiss. She broke off as Lyra undid the front clasp of Bon Bon’s bra, allowing the ponygirl’s tits to bounce free. Instantly, her nipples went rock hard in the cool air. “Mmm… every morning you do this to me…”

“That’s because every night you beg me to do it to you…” Lyra said as she nibbled her marefriend’s neck and slipped down to suckle at her enormous right tit.

Bon Bon squealed and her hips bucked in delight. She bit her lip and looked Dayson right in the eye. She flushed scarlet, but her hand suddenly shifted and slipped around Lyra’s enormous ass and a finger snuck under her soaked panties.

“Oooh!” Lyra gasped as she jerked upright, but her hips began to shift back and forth, welcoming the new intruder. “You are frisky this morning!”

Bon Bon didn’t stop staring at Dayson. Instead, she rubbed her tits with her free hand and licked her lips. Lyra turned and met Dayson’s eyes as well.

“You are getting off on this stripper thing, aren’t you, Bon Bon?”

“Yes,” Bon Bon whimpered. “Now, make me cum hard in front of our audience.”

Dayson couldn’t believe how lucky he was. All too often, the daily Lyra and Bon Bon show was a spectator sport. But usually they only made out with a large crowd. He’d only seen the two ponygirls go at each other’s tits twice and that had been crowds of less than five.

But the rumor was… if they managed to get one person alone, while they wouldn’t let anypony but another mare join in, they did want to see their audience ‘enjoying themselves.’

“Well… you want her to cum, right?” Lyra asked Dayson with a smirk, though her cheeks were still bright red from Bon Bon’s incessant fingering. “Oooh… Bon Bon…”

Dayson knew what to do. Everyone knew what to do. He’d known… forever. Right? Of course he did. Lily had once told him that she’d gotten a chance to go with both of them. She’d actually cum in front of him just describing the experience.

Seeing his marefriend cum just by talking about something… ooooo…

He felt a little dizzy, but he still unzipped his pants and released his… his stallionhood. He looked down and thought it looked strange. Maybe it was bigger? He couldn’t rememb—no, of course not! It was always this size! He’d always been one of those special humans with the right anatomy where it counted.

“Oooh…” Bon Bon moaned. “I forgot just how big he was… makes me almost want to taste him…”

“Mmm, you know the rules!” Lyra said, though she licked her lips too as he started to stroke himself. “Good girls always have to have pussy in the morning. At least… my good girls do…”

“Aaah!” Bon Bon squealed in time with Dayson’s high-pitched moan.

“And I’m such a good girl!” Dayson blinked a few times when she realized she’d said it with Bon Bon. That seemed strange… at least until her tits started aching at the sight of Bon Bon’s finger deep inside Lyra’s sex. When was the last time she’d been fucked by these two? She wanted it so badly again… her pussy ached for both Lyra and Bon Bon’s tongues, driving her into new heights as they lapped her sweet—

Dayson blinked as the strange semi-orgasm faded. He glanced down at his stallionhood to see his bracelet glowing again.

There was another faint giggle in the back of his head.

But that was fine. He loved it when it glowed. It did all sorts of fun things to him… and everypony around him…

Lyra, meanwhile, had buried her face in Bon Bon’s tits again. Now she was attacking her hot marefriend with an animalistic hunger. Only this time, her mouth was joined by her hands. And Bon Bon was on display for the world to see. It made sense, of course, because neither mare ever wore panties anymore. Most mares at the University didn’t…

Another odd sense of confusion rushed through him, because he could have sworn a second ago, Lyra had been wearing panties… but they were nowhere to be seen. The only thing close to her pussy was Bon Bon’s three fingers right now, and they were pumping in and out of the mint-green mare.

Dayson watched as both ponygirls drove the other higher and higher. Soon, the teasing words stopped, replaced by moans, groans and whimpers of need. His hand flew over his own stallionhood as he watched, even as he felt Lyra cast the spell she always did for single audiences.

He’d heard the stories. But now, he finally got to experience it.

Dayson groaned as he felt her magic bind him to the two of them. He felt their orgasms approach at the same speed as his. They were so close now, with Lyra pinning the slightly shorter Bon Bon against the wall, pawing her pussy with one hand, squeezing one tit with the other and suckling like a baby with her mouth.

“Lyra… I’m… I’m gonna…” Bon Bon gasped.

Dayson watched as Bon Bon’s fingers suddenly sped up until they were little more than a blur. That was the last straw.

Bon Bon—as usual—came first, squealing out Lyra’s name—as usual. Her tits erupted with a spray of milk and that was apparently all Lyra needed to start thrashing on Bon Bon’s hand. Then the magic connection flowed into Dayson… and he came with the two horny marefriends. He erupted all over the floor as both girls slid to the ground, shaking and convulsing as their orgasms washed over their bodies in endless pleasurable pulses.

Dayson went a little crosseyed as he fell to his knees, his large stallionhood still jerking and twitching as he spat his load.

Both Lyra and Bon Bon watched him hungrily. Through the last bit of Lyra’s magic, he could feel the small aftershock orgasm rush through them at the sight of him cumming to them.

“Mmm…” Bon Bon whispered. “Let’s do it…”

“Hm?” Lyra asked, sounding confused. “Do… do what? We already did it, sweetie.”

“No,” Bon Bon said with a giggle. “Let’s do a few shifts at Big Milky’s.”

Lyra stared in shock—and looked extremely aroused. “You… you mean you actually want to try being a stripper?”

Bon Bon kissed her hard, rubbing her naked tits against her marefriend’s body. “Only if you’re there with me.”

“Can… can I make you cum?” Lyra said, her voice filled with an almost silly level of hope.

Bon Bon’s grin became wolfish and she licked her lips. “If you don’t, you’re sleeping on the couch. If we’re going to do this, you have to make me scream your name every time.”

Lyra pounced on her marefriend and in a few seconds, their hands were at it again. Dayson stared, his own arousal growing as they groped and fondled one another. He’d known Lyra had constantly teased Bon Bon about becoming a stripper with her… but to hear Bon Bon actually agree… that was something else.

They came again less than two minutes later and only then did Dayson finally get up enough strength to get to his feet.

With a sigh, he realized he needed to get to class.

Now, be a good girl and pull it back... The voice said, sending wonderful shivers through her—his body. It’s not unlimited, you know.

He didn’t want to waste the magic, so he gently began to pull it back. Both of the ponygirls disappeared in a wash of pink light.

But when he had pulled it all back in, Naida and Tana still lay in each other’s arms. Naida was nude from the top up. Tana barely had any clothes on either. He stared in shock as Naida tenderly kissed Tana. Tana moaned into the kiss, her hands running through Naida’s hair.

He’d heard a lot of rumors about these two, but he knew that they were not actually together as a couple… were they?

Tana seemed to notice him and giggled. “Did you enjoy the show, Dayson?”

“Wha?”

Tana stretched her lithe body as Naida turned to give him a sultry look.

“Did you enjoy watching us make out again? You know… we used to think it was a little weird how much you loved watching us make out… but now…” Tana licked her lips. “I cum a little harder when someone’s watching.”

“You… wait… how long have you been together?” Dayson asked. He knew these two weren’t a couple.

Naida laughed and fondled one of Tana’s medium-sized breasts. “Mmm… what, three years now?”

“Oooh, yeah,” Tana giggled. “Remember that night? How drunk we got? I woke up in the morning to your head between my legs… then you started… you started licking in your sleep…”

Tana squirmed and Naida leaned down to kiss her again hungrily. When she came back up for air, she smiled down at her girlfriend. “I haven’t been able to get enough of that sweet stuff since then.”

“Mmm…” Tana whined. “If… if you keep going… we’re going to be late for class…”

“Fuck class,” Naida growled. “Because I wanna fuck you.”

Dayson shivered as something in his head clicked. For a second, two memories coexisted. One of the two girls nothing but gossips and best friends, the other of them completely incapable of keeping their hands off one another. A strange heat came from his wrist. Then he shivered again and blinked at two sex-addled lesbians.

Dayson hurried off to class, smiling and blushing a little as Tana’s cries of pleasure followed him. Those two never did know when to quit.

Author's Note

Heeee! Oooh, this was so much funnnnn to write. Totes loves these two!!!!!! :3

If you find a mistake somewhere, lemme know by a PM!!!

Practice Makes Perfect

As Professor Rillan yammered on about something irrelevant, Dayson smiled and he played with his band.

Beside him, Becky giggled softly, just loud enough so he could hear it. She’d seen him. It was hard to concentrate on Rillian when the idea of having a very hot and horny ponygirl sitting beside him filled his head.

There was a buzz in his pocket. He glanced over to see Becky putting away her phone and trying to feign innocence. He smirked and pulled out his own phone. There was a single message this time.

Make it interesting

He bit his lip, looked around… and had an idea. Still, Becky was his friend… he should ask… right?

Glancing up at the old woman babbling in the front, he quickly typed out a response.

What if u didn’t know?

A few seconds later, Becky’s response came in. It was a simple one. A single blushing emoji.

This is going to be even more fun than seeing Naida and Tana this morning…

He slipped his phone away and took a deep breath. Some tiny piece of himself thought he might be a little too eager. He told that piece to shut up and focused on the band.

With a casual flick of his wrist, he gestured toward Becky. No one around him noticed when Becky gasped and arched her back. Lucious golden locked poured from her head, where once there had been nothing but plain blond mop. She let out a lustful moan as her chest swelled. Though the stretching fabric, he could see her delicate pink-colored coat shimmer into existence over her boring human skin. He felt himself harden as soon as he spotted her nipples jutting through the sheer fabric of her top. Then came his second favorite change…

She squirmed for a few seconds in her seat, her eyes rolling into the back of her head as a thick golden tail—the one that matched her new mane—burst from just above her ass. She barely contained her squeal as her clothes adjusted to her new form as her face finally took the last transformation.

Where his friend Becky had once sat, now sat a perfectly built ponygirl. Dayson’s eyes fluttered and in an instant, her name, her proper mare name came to him. And there was no doubt she was definitely a mare.

“Miss Valley?” called Professor Rillian. “Are you feeling well?”

Lily Valley nodded weakly, her mane flopping over her tight top. Her new voice drifted from her muzzle, a voice that sounded like vocal sex.

“Of course, Professor.” Lily answered, her voice doing just about everything to Dayson. “Just… distracted for a moment.”

“Very well,” Rillian said with a sigh. “As I was saying…”

A strange thrill came through him. A need. Just transforming his friend wasn’t enough. After all, even if he’d adjusted the magic so she wouldn’t truly realize it had been him… she still knew.

However, he sat in a class full of people who didn’t have a clue. And now that he thought about it, Rillian had actually used Lily’s pony name! This warranted further experimentation! For… science or something.

Something in the back of his head giggled. It sounded eager… and really amused. He chalked it up to his overactive imagination.

Ten minutes later, he had a far better view.

Dayson wondered what the dumpy older woman actually heard when her transformed students unleashed their heated moans at the end of each little ‘episode.’

Combined with the properly ‘adjusted’ Lily Valley, his view was complete. Sitting in the three seats in front of him were two pegasi and an earth pony. All mares, all with similar curves to Lily.

A little moan came from beside him and Dayson glanced over to see Lily's pink cheeks scarlet as she squirmed on her chair. She panted softly, glancing around nervously every so often, though never quite making eye contact with Dayson.

His eyes drifted down beneath Lily's desk and he gasped. Maybe she had adjusted too well to his little trick. From his vantage point, he could just make out what looked to be a medium-sized purple dildo thrusting in and out under Lily's skirt. He couldn’t even imagine where she’d gotten it from, but she was using it to incredible effect.

Even as Rillian droned on about something Dayson couldn’t care less about, the transformed girl began to buck in her chair. She whispered to herself, so quietly that no one else around could possibly hear. For some reason, the students behind them and to her right didn’t seem to notice the lust-filled mare’s desperate pants.

He found himself rock-hard now as he watched his ignorant friend almost lose herself in her new fuzzy body. One of her soft hands gently came up—and with another glance around—she gently caressed her new enhanced left breast. He bit his lip, trying to keep down his own gasp, but something in the noise must have broken through, because Lily Valley’s head whipped around.

There was no real hint of recognition. Just as intended…

Dayson blinked. Was that right? Did… he didn’t know Lily, did he? The band around his wrist pulsed and the world went strange for a split second. Then he shook his head, wondering why he’d had so many headaches since last night.

He vaguely had a somewhat confused memory of Lily Valley being a friend and occasional fuck buddy, but nothing more than that. It seemed to be half-imprinted on the memory of some human girl. It was silly, since Lily Valley had always been a ponygirl.

She stared open mouthed at him as she continued to thrust the toy into herself, apparently unable to stop. There was something in her gaze, a desperate pleading, as if asking him for permission to continue getting off in the middle of class. She licked her lips and stared at him with those half-lidded eyes. With every thrust of her hand, they smoldered a bit more, promising him things in exchange for not breathing a word.

He licked his lips and nodded.

Something in Lily broke right then. With a sharp gasp—covered only by a quick cough from Dayson—she slammed her dildo home. Her eyes wide, her face scarlet and her body shivering, Dayson watched Lily came hard beside him. Despite her bucking lower half, she never broke eye contact with him, as if they were lovers staring into one another’s eyes for their very first time together.

Without thinking, he reached out a hand to her—the one with the beautiful band—and flicked his wrist. In an instant, an understanding passed between them. Her eyes widened as she realized that he was making her come like she had never come in her entire life.

Then he remembered that, too. How’d he forget something like that?

He decided to leave out the part about the transformation. Nobody needed to know about that.

Something about that seemed… off, but he couldn’t remember what. Ugh. Ever since he’d found the band, he hadn’t been able to focus! It was annoying… but considering the possibilities the band gave him…

Well, he could be excused for some lapses.

She opened her mouth wide and let out a soundless cry as the rest of the orgasm crashed over her. Her breasts swelled a bit and little damp spots appeared on her blouse at her nipples.

And still, she never looked away from him. Seeing her like that… knowing that he had just made a woman—well, a mare—come harder than she ever had before… it was nearly enough to make him burst. He reached down…

“Mister Dayson?” snapped Professor Rillian.

His blood turned to ice as he whirled to see the Professor looking squarely at him from the front of the class, a furious expression on her face.

“I’m so very sorry my subject does not interest you,” the wizened old professor hissed. “To the point where you are staring off into nothing when asked a question three times!”

“Uh…”

“You will remain behind after your classmates have departed. Then we will discuss how to rectify this ongoing situation.”

With that, she turned back to the rest of her class, sending the occasional dark look toward Dayson. He turned with an open mouth, wondering how in the world the professor hadn’t seen Lily Valley orgasming like a slut in the middle of class.

Maybe… was this actually in his head? After all, wasn’t the girl next to him some human named… something or another?

But when he turned, Lily still sat there, looking delicious as she gently licked off her glistening fingers. The look in her eyes as she did suckled her index finger made it perfectly clear what she intended to do to him after class.

He could still feel Rillian’s glare. He didn’t really care.

Author's Note

Oooh, Rillian's MADDDDDD.

Oh wait, why do we care? We don't! :3

Dayson seems to be slipping a lot though, huh? And that giggle? Weird, right?

If you find a mistake, lemme know by PM! :3

Taking a Study Break

Thankfully, class only lasted a few minutes after that. Lily Valley continued to tease him, cupping her breasts, licking her lips and making it known—at least to him—how badly she wanted to return his favor.

He loved every second of it, but what he loved even more was the sudden realization.

I can control other’s perceptions way more than I thought! The extra push! I must have made it so no one would notice Lily as she came! Like no one notices when the girls around me turns into sexy filly bombshells!

He now wished he had transformed Lyra and Bon Bon—er, Nadia and Tana—in a crowded hallway instead of that quiet hallway. It would have been far more interesting. Plus all the other girls around him… the implications of what he could do…

Though Lily had always been a ponygirl, she was a rarity. There were still so many humans left in the school… with this magic… maybe he could change that…

That concept kept his head spinning until the bell rung.

“Mister Dayson, I remind you that you are staying after class,” Rillian’s voice snapped as he tried to rise, all the while trying—and failing—to ignore the tent in his pants.

He swore and sat back down in a huff. Meanwhile, as the fillies in the rest of the room shuffled away, he watched their transformations slowly fade. But that was okay. As soon as his new toy revealed the fillies’ pony names, he knew he could transform them back in an instant.

Someone giggled behind him again, but when he glanced back, no one seemed to be paying attention.

Lily, on the other hand, stepped over and leaned down to his ear. Her hot breath tickled slightly, but he sat up so straight he couldn’t react. Lust dripped from every word as the anthropomorphic pony purred, “Did you really make me cum like that?”

The way she said the word ‘cum’ made it extremely clear how she was spelling it. But it was strange… hadn’t he already made her cum sometime recently? Why was she acting like this was the first time?

Well, there wasn’t any harm with rolling with it, right?

Dayson nodded slowly. Her hand reached down and grasped his cock through his pants.

“After you’re done with the crone, find me in the back of the stacks,” she murmured and lightly licked his ear as she ran a finger along his arm, tracing his bracelet. “Because first, I’m going to give you the greatest blowjob you’ve ever had… and then you’re going to fuck me until we both cum like that. And don’t take too long… there’s only so much a filly can take with her favorite toy before she needs the real thing. You know how us western pegasus girls are…”

With that, Lily Valley sauntered off. It was only then when he noticed the soft wings curled up on her back. She stopped in the doorway and waved at him, earning a glare from Rillian.

Then, to his surprise, he felt a pulse from his bracelet. It flashed pink and Lily Valley let out a low, long moan right there in the doorway in front of everyone… and no one noticed. He gasped at her as her chest swelled. Her rear expanded. Her mane and tail filled out even more. He wanted nothing more in that second to race over there, strip her naked and take her in front of the whole school.

He knew without a doubt that Lily would love cumming in front of everyone. In fact, she wanted to. She would cry out his name and—

“Ahem.”

Rillian stood in front of him, glaring daggers down at Dayson. The white hair hung loosely around her face. Half-moon spectacles perched on her nose, highlighting her dull gray eyes. She was only a little shorter than him, but she made up for that in sheer annoyed presence.

“Now, what am I to do with you?” Rillian demanded as she shook her head.

Dayson scratched his wrist, his mind immediately wandering to Lily Valley… her incredible muzzle, her pussy just begging for him, her tail lifted as she gave him the look that told her in no uncertain terms that she wanted him to mount her like the animal she was…

“Dayson!” Rillian shouted, glowering. “I swear… you are a junior in this university! You should not be having this… this…”

Dayson blinked and refocused on the moment… and gaped as pink mist swirled around Rillian’s lower half. Before his eyes, her skirt shifted and reknitted itself from a floor length black one-piece to a skimpy brown skirt barely long enough to cover her panties.

But that wasn’t the most shocking part. The shocking part was the light pink fur of her toned and athletic legs.

He glanced at the band on his wrist. It was glowing again. But… he hadn’t turned it on. Had he?

Don’t worry, he told himself in a weird, high pitched force. You get this one for free! She’s always wanted to loosen up a lot. I can tell. You’re going to help!

“You should not be having… hmmm…” Rillian didn’t seem to realize something was happening to her. She seemed… just… distracted? Her eyes became a bit distant before she shivered and refocused.

“…a difficult time paying attention. I know it’s hard around… uh…”

The pink mist curled up her waist and around her chest as the fur continued to climb… as did the woman’s height. She gained a few inches on him, her long legs and trimmer waist now revealed to the world. Then, her chest started to swell. Where once there had been next to nothing, two magnificent and perky breasts erupted into existence, stretching her tiny cotton blouse to the straining point. Her entire midriff was now on display, including a heavy portion of her enormous hanging tits.

“Around other pegasi… especially with so many western fillies around…” Rillian shivered again. In a flash, her arms grew pink fur and little white cuffs appeared upon her wrists. “And especially at this… at this…”

What had once been an old woman blinked. Even as she continued talking, her face transformed.

“…this time of year. The season hits some fillies particularly hard and they cannot help themselves. But here, we have support… support for…”

Rillian blinked three times as her face shifted from a human skin color into a soft pink fuzz. Her muzzle extended in a flash. Her hair changed into a thick, curling mane of light and dark pink. She twitched slightly and her tail burst into existence.

She seemed lost for a moment, as if she didn’t know where she was. Then she blinked one more time. When she opened her eyes again, they were a brilliant, smoky green.

“What… what was I saying?”

Mmmmm… looks just like her. Someone was paying attention to this pictures your roommate sent you. Still, not quite her. Don’t worry, I’ll make a few changes. She won’t be Cheerilee, but she’s be really close!

Dayson blinked. Who was talking? The voice sounded familiar, but he couldn’t place it. And who was Cheerilee?

Oh, don’t let me stop you! Keep going!

Without even thinking about it, Dayson flicked his wrist again. Her eyelids fluttered.

“Oh yes!” the light pink ponygirl said before him, her breasts jiggling with a small laugh. “I was saying that if you have pegasi fillyfriends undergoing those issues, we can put things in place. But that doesn’t explain how I can get you to pay better attention in class. Is there some way I can keep your attention, Dayson?”

His eyes ran up and down her voluptuous body and if it were any possible to get harder, he did. The gorgeous wet dream before him had intensely wide hips, an enormous full ass, breasts made to be groped and suckled and eyes that promised it could all be his. His little insight came to his rescue.

“Well, I have a few ideas, Miss Study Break,” he said with a smile.

Mmm… I’ve been waiting for this…

Author's Note

Oooh! Somepony else is gonna get in on the fun now! Who saw this little one coming? Heeee!!!!! :3

Lemme know if you find any errors by PM!

Personal Lessons

Study Break cocked an eyebrow at him, awaiting his response. Though she had a little sparkle in her eye that made it clear she had a few ideas on what his ideas were.

He made a little circling gesture with his finger.

“Oh… you mean like this?” Miss Break giggled, then, with all the grace of a professional cheerleader, she twirled around. She brushing her silky tail against his face as she did it, giving him a wonderful view of her rump. Her skirt looked painted onto the two enormous cheeks. Her tail’s dock nestled right above the lip of the straining fabric. From this angle, he could just spy her silky—and damp—scarlet underthings.

“Or like this?” She stopped, her rear facing him as she looked over her shoulder, eyes lidded, and put a single delicate finger to her muzzle.

Dayson couldn’t believe he hadn’t cum already. He adjusted his pants a bit, but Study Break didn’t miss the movement. Her grin widened as she turned to face him, leaning down to give him a view of the massive valley of cleavage between her two enormous tits. Her top looked ready to erupt from the pressure of containing the things.

“Or… I could always give you some hands on instruction. Maybe even the a nice long… oral exam?”

His eyes went wide. Part of him wondered if she had really just used that terrible line. The rest of him—all of him below the neck—didn’t care.

“Here… after being around Lily with her latest toy, I’m sure you got caught up in her… needs?” Study asked kindly as she gently pulled away the desk covering his tented jeans. “It’s easy to get caught in a western pegasi’s pheromones. Human males are especially susceptible to it!”

Any trace of the old woman had vanished. But something within Dayson—the same something that had given him her new name—told him that this is exactly what she had been like years ago. Or… maybe it’s what she was now… in whatever strange world he now existed in. Maybe he wasn’t even on Earth… but somewhere else?

Ooh, you really don’t have much of a grip on reality, do you? That cute little voice said. I’ve changed your entire world view at least twenty times since you slipped your cock out of Lily this morning and you still seem more than happy to embrace it!

The female voice giggled with glee, but it didn’t really seem all that important. Then he felt something twist in his head. Pieces connected as all of his college history classes came back to him in a rush.

He couldn’t imagine why he’d thought he’d been somewhere other than Earth. Of course he was on Earth! Everyone knew that the odd ponyperson virus had been spreading for a few years now. It tended to leave most women in a state of constant arousal… but with it came the advent of magic, so where they had once been life-changing consequences to such a thing, that was no longer a problem.

No one knew how it spread. It wasn’t airborne or passed by sex—that had been proved thousands upon thousands of times—but some people just one day woke up as a ponyperson. No one knew that it was actually magic… Dayson’s wonderful feminine magic that had changed the worl—

That’s about as far as he got with those familiar memories before Study Break’s delicate hands stroked him for the first time. He let out a gasp and bucked a little.

“Oh my… yes, definitely been around a western pegasus too long,” Study purred. “Serious case, too. I’m afraid you’re going to have to be tested to make sure you don’t have too many side effects. Don’t worry…” she slowly unzipped his jeans and then undid the single button on his boxers. “Once the swelling goes down… you should be fine to leave… and immediately find Lily Valley and give her exactly what she wants. Exactly what she needs.”

With a single deft motion, she had released his cock from its prison. It stood to rigid attention, being cradled by her delicate pink hands. She glanced up at him.

“Don’t worry. I’ll make sure there’s plenty left for her.”

Then her lips wrapped around his member.

Dayson let out a deep moan. The tension of seeing the ponyperson virus take nearly every girl in his class and transform them into a sex-starved filly, watching Lily cum right beside him, then seeing Rillian change into a nymphomaniac anthromorophoroic pony right in front of him was simply too much to bear. He didn’t know what had kept him from cumming long before this moment. But as soon as he felt her tongue on his cock, he stopped caring.

He instantly erupted in Study Break’s waiting muzzle.

Study moaned lustfully and suckled him anyway, gulping down his seed with the eagerness of a… of a… westerner in the Long Heat…

Dayson blinked, wondering where that strange thought had come from… but then that thought vanished under the onslaught of Study Break’s tongue. His hips jerked back and forth as her muzzle milked him. She didn’t let a single drop go to waste, but swallowed every spurt of him.

He came for an eternity until his hips finally stopped twitching. Then, with a long lick, Study Break lifted her head, staring at him with smoldering emerald eyes.

“Now, you know all about western pegasi fillies… but did you happen to know about southern earth pony mares?”

Dayson blinked at her.

She crawled up toward him. Sometime while she had sucked him off, she had removed her top, revealing the fuzzy orbs of flesh topped by rigid darkened nipples. He groaned as her enormous rack enveloped his cock. His back arched slightly, only for his head to be pulled back down by Study Break’s insistent but gentle hands in his unruly brown hair.

She leaned up and, without losing grip on his cock with her tits, kissed him ever so slightly. It was little more than a peck, but it left a tingle running across his lips. Staring into her hungry eyes, he absently licked his lips, tasting a bit of salt. Something told him he should freak out about this… but that was drowned out by a sudden burning hardness in his crotch.

“We have a special kind of magic of our own.”

To his astonishment, he was rock hard again. Study Break winked at him… then proceeded to slowly slide her enormous tits up and down his shaft. He gasped and groaned with every stroke, unable to move, unable to think, only able to feel his amazing Professor Study Break titfuck him. He felt like he would burst again, but Study Break did… something. The air shifted and the burning fire inside of him tripled.

She didn’t release his cock from its fuzzy and fleshy prison. She moaned softly as her head darted down to lap at the tip of his cock. With every thrust, she took another lick, as if he were nothing more than a lollipop being ran through her enormous tits. He watched her and shivered. A wonderfully hot tingle ran down his arm and stopped on his wrist as he grasped the chair.

“Mmm…” Study whispered, looking up at him. “I do hope I compare to that feisty little Lily Valley.”

“Uh… uh-huh…” he managed to whimper as she took a long suck of his cock.

“I haven’t had such an attentive student in months,” she murmured. Another suckle of his head and then she swallowed his manhood again in her tits. “You’re going to be such a good student…”

At that moment, Dayson wanted nothing more than to study under Study Break for years. What she did with her breasts felt impossibly good. No mare—or… um… woman—had ever done anything like this to him before. He could barely process the sheer pleasure pulsing through his body with every stroke and every lick.

Her pace quickened as she let out a gasp. It was only then when he realized she’d been fingering herself the entire time. When she opened her eyes again, they were like two beacons saying two very simple words. Still, Study had a little more than just eyes to communicate with.

“One…” Study Break moaned. “One more… lesson. Before the… final exam.”

Dayson’s eyes were wild as Study reluctantly pulled away from him, making sure to give him one long, last suckle with her hungry lips as she left. Then, in a swift motion, she bent over the chair in front of her, lifted her tail and revealed her naked bottom half and the glistening wetness between her legs.

“Time to see how well you’ve studied…”

Author's Note

Hmmm... think he's gonna get a good grade? :3 :3 :3

Lemme know if you find a mistake with a PM!

Advanced Placement

Dayson couldn’t have stopped himself if he wanted to. Whatever Study Break had done to him had filled his mind with the need to take this gorgeous mare. Some part of him thought of it as a rut, but he didn’t care. Instead, he stood as Study Break looked over her shoulder at him. With a twitch of her fingers, she sent an invisible wind to wrap around his cock.

Dayson groaned as he felt himself grow. He glanced down and blinked as he watched his manhood thicken and lengthen slightly.

His clothing shifted… and then fell off.

For a moment, he found himself entranced by the sight of his own dick and heavy balls. He looked at his… his… stallionhood and stroked it once.

Study let out a single needy whimper.

He knew she had done something to him. He didn’t care. Only one thing mattered: he needed to fuck this mare. Right now. There wasn’t anything in the world more important.

He wasted no time in lining himself up. If the need to… to… breed this mare hadn’t been so strong, he might have teased her a little. Some part of him thought about it… for half a second. Then he slammed himself into her all the way to the hilt.

Study Break’s back arched and her tail wrapped around his chest as she let out a cry of desperate passion. She shouted his name as her whole body convulsed. Like he had when she had wrapped her hot muzzle around his stallionhood, she came the moment he thrust into her. She squeezed him tight, her experienced pussy sending shivers through his body, up his spine and into his…

For a split second, he was confused, knowing something else should have happened. But then Study Break bucked desperately and he thrust again. She let out another cry as she came around him, jiggling and shivering like a mare in heat. The scent of her drove him wild, filling his nostrils and his mind with images of fucking pony people.

He leaned down and grabbed her hips instinctively, slamming her thick rear into his crotch.

“Oh… oh Day…” Study moaned. “Oh, you feel incredible!”

Dayson knew she had called him something strange, but it didn’t matter. All that mattered was the need to pound this mare. All the mattered was he needed sex. He needed to mate. She couldn’t conceive, of course. But fucking was still mating. And he needed it. She needed it. He needed to make this mare cum until his cum erupted into her and filled her to the brim.

So, that’s exactly what he did. With every thrust, she gasped, groaned and moaned. She braced herself on the chair, making sure he had full access to her pussy and hips, though when he tried to grab for her tits, she playfully batted his hands away. He… he couldn’t bring himself to try again. Those were the final lesson. He knew it.

“Celestia above…” Study moaned. “I… I’m… I’m going to… again…”

He rode her through her third orgasm and that’s when she looked over her shoulder, her mane a mess, her breathing heavy and her eyes desperate.

“Cum in me, Day,” she begged.

The voice seemed to reach down inside of him, bypassing his brain entirely. With renewed ferocity, he pounded her wonderfully warm and wet pussy. No matter how wet it became, she gripped him hard.

“Pull… pull my… my tail…” Study whimpered. “One more… do it… do it when you…”

Then her panting drove out any words, but Dayson knew what he had to do. He had to make her cum one more time.

His stallionhood stiffened inside of her. His balls began to churn. He thrust himself as deep as he could and yanked her tail hard.

She screamed so loud it left his ears ringing. Her supple and voluptuous body went into convulsions around his enormous stallionhood as he began to erupt into her depths.

“Dayyyyy…!” she howled as she thrashed and bucked. But he didn’t stop. His hips moved of their own accord. He held her hips and sprayed his cum into her hungry pussy, feeling her inner walls massage him, clamp down on him and milk him as if he were nothing more than a breeding stud.

Finally, Study let out a long, low gasp and collapsed atop the chair. The shift in her position managed to make his slightly softened member slip out of her.

That’s when he realized he had just fucked a horny ponygirl with… with… a stallion’s cock. Because there was no way what hung between his legs was human. He collapsed back into his chair, staring between her sopping wet pussy and his enormous cock.

But… hadn’t he always had one?

No, of course not. That was… silly?

“What… what just…?” He tried to ask a question, but the thoughts were murky and slow. He gently brushed his right hand against his stallionhood as the band shone with pink light. He stared at it and finally understood.

He hadn’t had one ever before, of course. This was all his magic. Like the pony person virus was all him. He was responsible for it all. So much delightful…

Somepony giggled.

Dayson shivered as something in his mind yanked back. He felt his mind rearrange itself and had the oddest sense of deja vu. Then it the truth came back to him.

He had been transforming everyone around him into ponies. Now… it was his turn. And if what lay between his legs was any sign, mares would be falling over themselves to get a taste of him.

He giggled as he realized his days of fantasizing about girls was over. Now, his days of actually fucking them started.

The light from the band burned even brighter as movement caught his attention. A very naked, sweaty and lusty Study Break had managed to get herself back to her feet.

“Well…” she said, her tone husky and heated. “You… you definitely… passed that test.” Her eyes rolled slightly and her tongue lolled. “But now it’s time for the final lesson.”

Despite everything, he felt himself stir again as she stalked toward him, hunger glinting in her eyes.

Author's Note

Wow, she's just totally insatiable, huh? Wonder want she wants now??? :3 :3 :3

Lemme know if you see any errors by PM!

Changing Subjects

Study smiled at him and beckoned him forward, presenting her two enormous tits. Dayson’s eyes locked onto each nipple, both of them glistening with tiny drops of pearl-white liquid.

“We need to make sure you have a… thorough education, don’t we?”

Dayson licked his lips and Study stood there. One drip of warm milk fell from her rigid teat to the floor below.

“Time for you to give me some hands-on instruction.”

Something snapped in Dayson when he watched that drop of milk fall.

With a groan, he got to his feet and threw himself at Study Break’s tits. She let out a throaty moan as he pressed his hands into her thick mounds, squeezing a tiny bit of milk out in a short spray that missed him by half an inch.

“Now, now…” Study Break admonished him between gasps. “You know it’s impolite to waste a mare’s milk after she’s cum.”

Dayson blinked and he felt a little dizzy. Of course he knew that. Everypon—everyone knew that. Everyone knew that mares’s tits needed to be milked after fucking. That’s why almost every kind of mare had the thirst spell… to make sure whoever fucked her finished her off properly.

Study Break didn’t even bother using it. Dayson needed no such encouragement. He wrapped eager lips around her left nipple. Just that act gave him a delicious taste of warm milk, tinged with oats. He found himself getting hard again as he took the first suckle… only to completely forget about his hardness when her left tit erupted into his mouth.

Before he could react, Study’s soft hands gently pressed him forward to her breast. All the while, she made little whimpering moans of need. He closed his eyes and simply drank.

That’s right… just drink it all up…

The warm milk seemed to fill his mouth, his throat and even his mind. Everything became fuzzy and foggy. Some part of him already knew this was natural, just a byproduct of… something sex released in mare’s milk.

Time passed… he had no way of telling how much. Only the milk, Study Break’s tits and Study Break’s encouraging hand existed. He suckled, playing with her nipple with her tongue. He brushed it against her slightly bumpy areola.

“Oh Day…” she whispered from somewhere far away. “Don’t st—right there…right… right the—”

He obeyed and licked harder. Then she squealed and thrashed. He wasn’t even really sure what happened. Suddenly the milk became a deluge, becoming sweeter with hints of dandelions and a touch of rose. Dayson didn’t think he could keep up, but Study Break’s eager pleading made him guzzle it down.

Eventually, she moved him to her right tit and everything happened all over again. He felt so full he knew he would burst, but couldn’t bring himself to pull away. It was as if he were drinking liquid sex.

Mmm… you have no idea how much I’m getting off to you right now..

And if Study Break’s desperate moans, needy hands and trembling body were any indication, she loved it just as much as he did. He felt her hand brush along his member… though this stallionhood felt strangely smaller. But he stopped caring when she began to stroke him off as he suckled.

Finally, he somehow knew she was almost empty. He wished he could have more. He knew without a doubt that he would be fucking the mare who had been Professor…. Professor… the mare who was now Professor Study Break tomorrow. The mare… the mare who… who was still… stroking… his…

Dayson let out a muffled cry as he came for the third time. He was so lost in the milk haze he couldn’t even see himself erupt, but still heard Study Break’s coo and the sound of her tongue licking… something. Her wet hand brushed his wrist and a strange shiver ran down his arm.

With that, he slowly stumbled away from her, blinking in confusion and feeling… odd. Study Break thrust out her tits to him, encouraging one more caress. And who was he to deny her?

He gently reached out and stroked her tits… and the Band of Lethne flared.

This is going to feel wonderful… something inside his head murmured. It sounded like his thoughts, but it felt… strange. But it was definitely his own thoughts. It had to be. It’s not like he had somepony else in his head…

“Huh?” He stared dumbfounded as the pink swirls erupted from the device that had made the last twelve hours so magical.

“Day? Are you okay?”

He pulled back his hand and the magic fell away, falling to the ground and swirling around his feet. He felt… something… then it began to rise.

His shoes began to change… then he groaned as something happened to his feet… then he knew…

“No, stop!”

He couldn’t move. He could only stand there as his legs were enveloped in pink magic. He felt… things happen. His bones shifted. His skin tingled like trillion goosebumps of pleasure. His legs went weak and he knees buckled. He tried to fight off how good it felt. He knew this shouldn’t be happening. He was the one who used this wonderful magic to turn women around him into sex-crazed fillies… it wasn’t supposed to do anything to him! Maybe make him a stallion in the trouser department, but that was it…

Despite his mental protests, he let out a breathy moan that seemed a bit higher-pitched than normal. As soon as he gave voice to the wonderful, wonderful sensations… the magic surged upward, washing past him, leaving two white stockings and toned legs in its wake.

Then it hit his waist.

“No, no, no! N—aaah!!”

He felt his stallionhood erupt and send a stream of cum into the air… only to be plucked out of existence by the pink magic. The magic seemed to gather something from that and it intensified, swirling between his legs in blinding streams of pink light. He squirmed and shifted, his feet and legs unable to move properly. He could just barely see a flash as a tight blue skirt simply appeared around his waist. The magic poured around his legs, as if he were sinking into a hot jacuzzi of silk and rose pedals and… and… aching need.

“I… I’m…”

Something changed. He felt the delicate caress of lacy fabric beneath his skirt, even as his hips swelled outward. He groaned at the wonderful sensation—though he knew he shouldn’t—and it intensified as his ass thickened. He felt the fabric beneath his skirt tighten to the point of breaking as his posterior finally stopped growing.

He looked up—unwilling to look down—to see Study Break furiously fingering herself, staring at him the whole while. Even as the magic finished it works on his waist and began to crawl up his waist, he managed to gasp out, “What… what’s… happening?”

“Mmmm…” Study breathed as she licked her lips. “Day… you’re getting so good at that.”

The magic rushing upward, leaving a trail of soft fuzz behind on it’s way to his chest.

“No… this shouldn’t…”

Study licked her lips. “I… I just can’t help myself. Seeing my wonderful fillies enjoy themselves so much turns me on so much!”

He blinked. Through the haze of panic and pleasure, he figured it out. Study Break wasn’t seeing him transform. She… she thought he was…

The magic seemed to lash into his back with two intense bolts of pleasure. He shivered and groaned as his back arched and something behind him transformed. But before he could fully register it, the magic wrapped around his front.

His fingers went to his chest, only for him to see them instantly shift into the soft delicate digits of an even younger version of Study Break. He yelped, but couldn’t pull them away from the nigh-orgasmic swelling pushing out from his chest. He looked down to see…

He blinked, unable to accept the sight. Before he could really get a good look, a lacy D-cup white top shimmered into existence around his new assets. He was horrified to find that he knew it was a D-cup, because that’s what he always wore…

“Why…” He moaned with a voice dripping with heat. “Why won’t it…”

Fireworks burst inside of his brain as the magic swept over his head, leaving a short muzzle, a tan coat and two fuzzy pony ears.

Those ears perked as she heard Study gasp in what was probably an orgasm, but he was so dazzled by all the light, he couldn’t be sure.

“…stop…” he finished in a sultry voice that sounded straight out of a wet dream.

Study Break giggled slightly as she approached him. Her hips swayed with every step.

“Stop?” Study asked breathily as her hands went to his chest… now sporting two breasts almost as big as the professor’s. She gently massaged him through the sheer bra.“But Miss Day Dream, you’ve been such a naughty filly.”

He stared up into her green eyes. His mouth gaped, but then her hands started kneading his chest. He let out a low desperate moan and nodded slowly, unwilling to do anything that might stop the amazing feel of her hands on his… his…

“Haven’t you?” she prompted, licking her lips.

“Yes…” he—she?—whimpered.

“Yes, what?” Study Break prompted as she intensified the caress of his—her?—tits.

“Yes,” he moaned as he leaned into her touch. “I’ve… I’ve been a naughty…

“A naughty what?” Study encouraged with both her voice and her hands.

Some part of him didn’t want to say the word. He knew what it was… it wasn’t the right word. But Study’s hands felt so good against his body. He wanted her to keep doing this forever. He needed her to continue.

Mmm… I love it when they resist…

“A naughty what?” Study insisted. Her hands began to slow.

“…filly.”

Study’s hands redoubled her efforts on her—his?—tits.

“And naughty fillies need to be… punished, don’t they?”

She—he?—nodded.

“Don’t you agree?” Study Break leaned over and nuzzled her neck. The touch sent waves of shivers down her spine, through her tail and up her flaring wings.

“Uh… huh…” Everything was so wonderfully fuzzy.

“Now, I know you’ve had your fun being naughty,” Study cooed. “But naughty time is over.”

A husky giggle escaped the muzzle of the trembling winged mare.

“Now, it’s time to be a good little filly, Day Dream,” Study Break whispered into her ear. “And you know what good little fillies do?”

“What… what do… oooohhhh… what do they do?”

“Submit…” Study said with a delicate nuzzle… and a little nip. “Submit to their teachers.”

Day nodded slowly. Everything made perfect sense now. Her only problem had been not submitting to her wonderful mentor!

Well, that could be fixed easily enough…

Day giggled and smiled up at her Professor.

Author's Note

Mmmm... I love this chapter... :3

Mentorships

Day Dream shivered in her professor’s gentle hands, then let out a husky moan as she felt Study’s finger slide down her stomach toward marehood. Her back arched, her wings stretched and the familiar heat filled her. Such a wonderful heat… she knew she should control it… but she just… just couldn’t.

“I’m… I’m sorry…” Day Dream whimpered. “I’m not… I don’t want to be naughty… even if…” The finger slipped past Day’s skirt as Study’s hands lifted her top. “I can’t… I can’t stop…”

“Sssh…” Study Break murmured as the finger neared Day’s aching marehood. “It’s natural for one of you western pegasi. You’ve just got it a lot stronger than most! But, let’s see if we can work some of it out of your system before you go see Lily, hm?”

Day Dream nodded. Even with the pounding lust of Long Heat pounding through her head—and her sex—she smiled. Study Break had always been so understanding of her aching needs. The Long Heat had hit her so hard to the point where her grades were starting to suffer. Study had even been willing to tutor her… after making sure she could focus properly. And everypony knew there was only one way to get a western pegasus filly to focus in the Long Heat…

Day gasped as she felt the finger enter her intimate place like it had so many times before. Study Break had learned every trick of Day’s body since Day had moved here.

Within the first week, Study had learned one very important thing about Day. Something Day hadn’t even known herself before the Long Heat had swept over her.

“You’ve been naughty… but I know you’re really a good filly, aren’t you?”

“Oh yes, Miss Study,” Day gasped as the finger went deeper. “I’m a… haaaaaahhh… good filly.”

“What kind of good filly?” Study murmured as her other hand caressed Day’s aching left breast.

“A good… a good…” Day whimpered. She knew what she needed to say. She bucked around Study’s wonderful, understanding finger as she tried to get out the coherent words. “A good… submissive filly.”

“Yes…” Study moaned. “Oh Day… you’re such a good filly.”

Study’s finger shifted just a little to the right and Day let out a cry as the fifth female orgasm of the day washed over her body. Her wings flared to her full length, completely beyond her control. Her legs buckled and it was only Study’s strength that kept her from falling to her knees.

“Profess… Professor…” Day moaned the word, her mind filled with wonderful glorious heat. “You… you… you’re so… good to me…”

“Mmmm,” Study hummed. “It’s the least I can do for such a good filly.”

Even though Study’s finger hadn’t shifted a bit, the words sent another bolt of ecstatic pleasure through her. She yelped as she tried to milk the professor’s finger like a cock.

Mmm… it feels like forever since I’ve had an actual dick in me… Day thought as she mentally wandered through red hot clouds.

“Grab the chair in front of you, sweetie,” Study cooed in her ear. “Hold yourself up. One more lesson for today.”

Day giggled a little. Her lessons with the wonderful Professor Break were always so satisfying. She happily did what she was told, even as her body continued to tremble.

Study shifted around her and Day let out a whimper of desperate need when the professor pulled her glorious finger out of Day’s soaked sex. She reacted purely on instinct and lifted her tail, completely unable to retract her wings.

“Now, time for a quick pop quiz,” Study said from somewhere behind her. Day tried to turn to look, but Study reached out and squeezed her ass. Day let out a groan of pleasure and obeyed, staring straight ahead. That particular signal had taken only three days to sink in. Now, she could no more resist that signal than she could go two days without fucking somepony.

Oh… and when Red found out about that little trigger… Day giggled dreamily to herself, remembering how wonderfully exposed she had felt that day.

Study slowly shifted her supple, shapely body and pressed it against Day’s back. Study’s fingers gently traced Day’s wings, sending more pleasure than she could cope with through her body. Day gasped out her professor’s name again.

“Mmm… yes…” Study murmured, once again whispering in her ear. The hot breath seemed to go straight through Day and right down into her aching sex. She bucked her hips against the older mare, silently begging for her touch.

“Now, my goodfilly,” she paused as Day’s body shuddered again. “I’m going to ask you to do something. If you do it, I give you an orgasm so hard, those wonderful tits will fill right to the brim.”

Day froze even as her entire body went red in excitement.

“I… I didn’t think…” Day murmured. “I didn’t think I could… yet…”

“You’re almost ready,” Study whispered encouragingly. “And even better, I promise your gorgeous little friend Lily will drink every drop of it from you.”

Day almost came right there at the thought of the gorgeous orange-maned filly suckling her milk-filled titties.

“So… do you want to feed Lily this afternoon?” Study Break asked, her breath hot and wet against Day’s twitching ear. “Hm? Having her lap away…”

Day shivered again.

“Well… does that sound like fun?”

“Yes please…”

Author's Note

Love this chapter even more... :3 <3 :3

Fill Me

“Yes please…”

“Yes please, what?”

Day’s eyes rolled into the back of her head a little as she said the words. “Yes please… Professor.”

Study let out a little moan of her own. Everypony knew she loved it when people called her by her title… especially in situations like this.

“Then… relax your wings.”

Day paused, her eyes blinking in shock. She… she couldn’t bring down her wings. It… it was impossible…

“Think about Lily…” Study encouraged her, stroking her hips and sides. “Think about her looking up at you as she suckles you dry.”

Day stared into nothing as the thoughts pulsed through her brain. Some tiny piece of her rebelled, saying she was giving too much control to this wonderful, delightful professor who had offered not only to tutor her, but to sate her… three days out of every week!

“I…”

“Think about how much you love being a good filly…” Study continued.

Day blinked a few more times. Her knees were weak. She could barely stand. She wanted to cum so badly right now… but knew she couldn’t. Once the professor had stroked her wings, she knew what it meant.

“I… don’t know, Professor… if I…” Day murmured.

“Good fillies are submissive,” Study breathed into her ear and straight into her brain. “Good fillies do what they’re told. Are you a good filly, Day?”

“I’m… I’m a good filly, Professor…” Day echoed. She felt as if she were floating away from her body, completely out of control of it… only attached to it by the pleasure of Study’s hands and naked body against her back. Her wings began to shiver and settle.

“And good fillies do what?” Study prompted.

“Submit, Professor…” Day whispered.

Her wings dropped to the halfway point.

“Yes… just… let go…” Study Break’s voice sounded strange, like her own thoughts, echoing through her own mind. As if Study simply was saying what Day was thinking.

“Fold your wings.”

Day submitted and her wings fell.

“When I touch your nipples, your wings will react normally,” Study said in Day’s own voice in her head. How’d she do that? She… she was actually in Day’s head!

Day couldn’t even nod. She simply accepted the truth.

Study shifted again and Day felt her wings slip in under the professor’s arms. Study Break now stood completely flush against Day’s aching body. Day was pinned between the desk and the wonderful professor.

Slowly, tenderly, Study brushed her hands against Day’s large breasts, inching ever closer to her nipples. Day found herself coming back to her senses and trembled in anticipation. One of the professor’s hands slipped lower and Day shifted, eager to give this wonderful mare full access to her body.

“Such a good filly,” Study cooed in her ear—the words echoed in her head, too. “Now… Day, you should know you’re ready for The Filling part of… mmm… your Long Heat…”

Day nodded quietly, lost in a haze of bliss.

“Pay attention now…” Study said and Day found herself unable to resist the command. Every word coming from the professor’s lips become critical. It was because all of her words were Day’s own thoughts. “Once your breasts fill, it’ll start happening naturally. For at least one orgasm per day. Considering it’s you… probably more.”

Day nodded. A tiny island of clarity appeared in her mind as she accepted this.

“After that happens… you’ll start craving not only fillies, but colts, too.”

Day thought about her constant need for the tender touch of a filly’s hand. Then she thought about what it would be like to have a real stallion inside of her again. She hadn’t been mounted by a real stallion since her senior year. Day shivered in memory, remembering how full she had felt that night. Bradley had been so big… no… it was Tandem who had filled her with his stallionhood.

She had been his little slut mare and she had loved every second of it.

Then, a little whisper out of somewhere said something about stopping. It was a silly whisper. It insisted that she wasn’t a sex-crazed western pegasus filly, but instead some boring weird-looking boy… who wasn’t a pony at all?

She shooed the thought away as she felt Study’s fingers less than an inch away from her right nipple and her bucking soaking sex.

“Now… you still won’t be able to conceive until after you’ve had the contraception spell removed,” Study continued. It amazed Day how in control her professor could be. Not to mention just how much it turned Day on for the professor to be in so control when Day wasn’t.“So, don’t worry about that…”

She thought about it. She thought about somepony like Gray Rider mounting her as Lily Valley suckled on her enormous, milk filled tits. Her hips bucked and she let out a heated moan of unbridled need.

She thought about presenting herself the Timberwolves, her tail lifted and her mouth hanging open, with nothing but stallions around her, waiting for their turn to take Day Dream.

“I won’t go any further until you tell me to do so,” Study said, her voice serious.

A chill filled Day even as her mind wandered through the idea of sucking that hunk of a stallion Mister Goldenrod off under his deck in the middle of class.

Some part of her lifted away from the haze of heat and lust and found nothing but chilly air, like when she had climbed the mountains with her roommates and flown into the star-studded night. She thought about landing and watching the couple make love beneath the moonlight, right in front of Day. Black Bark had seemed ready to stop pounding his marefriend, but Well Wisher had demanded he fuck her right there in front of Day, all while Day fingered herself to orgasm.

She had licked them both off that night. Nothing else had happened since… but she loved listening to Well begging for Bark to ‘breed her.’

She knew what she wanted. Even as the silly little whisper told her that none of that had actually happened, Day opened her panting mouth.

“Make…” Day gasped. “Make me full, Professor… please!”

“That’s my good filly,” Study murmured.

Study’s hand brushed Day’s right nipple and squeezed gently as three of Study’s other fingers slipped into her.

Author's Note

I so wish I was Day right now...

Downpour

Day went wild. Her wings flared out once again, but Study’s position had made it so she could all but ride the bucking pegasus filly. She melted into Study’s embrace, gasping, desperate for air as she plummeted into the lusty heat inside of her head… and her body… and her sex.

Day lost time. She let out a ragged cry as Study’s left hand plunged her depths while the right hand twisted and tweaked her nipple as if she were a milkpony. She felt a strange pressure in her center well up even as she imagined herself strapped to a milking machine with everyone in school watching as she filled carton after carton…

“Let it go, Day,” Study gasped, her own breaths hot and panting. “That bubble is the full power of The Filling for your Long Heat. Just… let it flow into you…”

Day obeyed. The bubble within her swelled with every pump and twist of Study’s fingers. Day’s coat was soaked. Her mane was matted. Her wings twitched and trembled. Her tits began to ache, as if they were just empty pumps.

“Just let yourself get washed away, Day Dream…”

Day Dream let the bubble fill her… and then envelope her… and then drown her. As her sex started to spasm, she felt a strange, wonderful sense of fulfillment, like a piece of her had slipped into place. A piece she had always needed. A piece she had always wanted, but a piece she could never quite put a finger on. Sensations like hot and cold fingertips rapidly tapping pulsed over her breasts. The sensation swirled around each of them in perfect tandem, independent of Study’s wonderful, glorious, fantastic and all-knowing fingers currently pumping her nipples like a Timberwolf at an open keg on a Friday night.

“I… I can… aaah… feel it… swirling…” Day gasped. “Swirling around…”

That other little voice came again, more insistent. It seemed to be upset at the word ‘swirling,’ for some silly reason or another. Day didn’t care.

Just beyond that other voice, she heard somepony cumming in a pretty voice.

Study’s fingers in her sex twisted and flittered about with wild abandon and she found herself completely unable to stop the desperate moans for her favorite professor.

“Just let go and let it all flow around you…”

The tingling along her breasts increased with every stroke of Study’s fingers on Day’s nipples. Then, it shifted. The swirling increased and began to burrow deeper into her tits.

Day gasped and bucked, thrashing on Study’s eager fingers.

“Soon now… you’re so close, Day… you’re so close…”

Suddenly, Study Break’s hands left Day’s breasts and focused solely upon her sopping wet sex. Day’s back arched and Study nibbled on her neck and shoulder. Without thinking, Day let go of the table in front of her and started grasping at her tits.

The swirling sensation doubled as her hands made contact. She felt the next orgasm crash over her from below, but she wouldn’t be sated until she had one directly from her tits. And there was only one way that could happen.

Instinct overrode thought. Her body knew what to do, even in her brain was too busy swimming in lust to make the rest of her work right. She kneaded her tits even as Study whispered things in her ear. As her hands slowly moved their way toward her nipples, Study Break told her all the things she could do once she reached the Second Swelling.

All the gorgeous mares that would suckle upon her milk-filled tits. Just how big her tits could get if she milked them enough. Just how good cocks felt between them. Just how much it turned on stallions to see a western pegasus filly in the Second Swelling. How she never had to sleep alone again. How she would fall asleep to the rhythmic thumping of her breast pump or the eager sips of a stallion and a mare, each upon one tit.

About how Study Break herself would milk her however often Day wanted. About what would happen to the mares who drank from her. About what would happen to the stallions who drank from her. About what would happen if she fed both at the same time.

About what would happen if she—Day’s eyes rolled back into her head as Study finished her description with one she could barely comprehend—fed from both tits while having a stallion take her from one side and she licked another mare to orgasm from the other.

“Mmm… you’re going to do it all, Day,” Study Break whispered as she nibbled at the shuddering filly’s ear. “It’s what fillies like you do.”

Study’s fingers moved as fast as Day’s favorite vibrator.

“You do everything.”

Day’s fingers touched her nipples and she squeezed them.

Hot and cold flashes ran through her entire body, but focused on her breasts.

“Aaaaaaahhhhhh!” Day cried out as her wings stretched to their full length, her pussy spasmed with a mind-shattering orgasm and her tits began to fill with milk.

The little voice protesting everything sputtered and coughed as his little room filled with the same amazing liquid in her tits. He protested some more. Day could almost see him as the world went white from the sheer bliss of finally reaching the The Filling of her Long Heat.

He was a gangly, scrawny kid without fur or ears. Looked like an earth pony, but without the right muzzle or body. All the earth ponies she knew were built, male and female. This one looked positively dull. Day felt a little sorry for the poor thing, especially considering the size of his stallionhood. It was barely enough to suck!

Then the picture of the little guy panicked as milk poured in all around him. He slipped for a moment, still protesting something silly. His head went under the creamy liquid and then he bolted upright, spitting it out. A glazed look came over his face, then he shook it off, but another wave of milk caught him in the face. Even though the milk, she could see him fighting to get free, until he slipped up and opened his mouth.

Day giggled as the little movie played out in her head and the guy swam to the surface. His face already had grown a proper muzzle, but it wasn’t a muzzle of a stallion. No, it was a muzzle of a mare. A cocksucking, eager-to-please, slut of a mare. He protested again, as if hearing her words, but there wasn’t much passion in it.

Two pretty wings flared out from his back and he thrashed in the milk, barely able to keep his head above the surface. Then he blinked, let out a low moan as if he just come to some great answer about life or something…

Then his hands stopped trying to keep him afloat and instead slipped under the surface of the milk to frantically attack something. Floating despite his lack of trying, the guy buried his head in the milk and drank greedily. He thrashed and groaned, his wings straight out like the wingboners they were.

Then the milk began to drain away. The scene went all foggy in her mind… but when she next saw the guy, he wasn’t a guy.

Instead, she watched a voluptuous mare desperately fingering herself with both hands, her giant tits wiggling. Day smiled as the figure looked up and she saw her own face. The little figure licked her lips… and then came.

Milk erupted from Day Dream’s tits. Her existence became nothing more than those two tiny points of amazing pleasure. Then her eyes rolled into the back of her head and she felt the orgasms wash over her. Study caught her, murmured how wonderful a filly she’d become and how proud she was.

Day soaked it all in and just let the bliss of knowing she was a real mare float her mind away on a sea of lust, orgasms and milk.

Author's Note

Heeeeeeeeeeeeeee :3

Deep Studies

Day Dream skipped through the library, a smile on her face and not a care in the world. The funny thing was, yesterday, everypony knew that Day didn’t skip. Anypony with a rack like hers would have trouble with it.

But that was yesterday. Today, Day had a very different outlook on things. Because every time she skipped, she felt the wonderful sloshing in her chest. It made her feel so very complete, both inside and out.

As her eyes wandered around the library, she saw every kind of pony. Some were talking quietly, some were studying, a few were doing things under tables to one another and a few others were watching her with barely contained glee.

She winked at Bra—Tandem, the boy who’d always loved to flirt with her since she’d came to the university. It had been nothing more than harmless flirting, but namely because she wanted to wait.

She had wanted nothing more than for him to take her from behind after she was a full mare. And now she was one. Her sex ached with the need for his strapping stallion body atop hers, but she behaved herself.

After all, she had a date with somepony who knew exactly what sort of needs she had right now.

But wait… hadn’t Tandem been the one to fuck me that night in high school…?

Oh, who was she kidding? She fucked so many stallions in high school, she couldn’t be expected to keep track of all of them!

She slipped through into the back archive stacks. It tended to be fairly quiet back here, but mostly that was because of all those sexy unicorn muffling charms. After all, nopony wanted to get interrupted while… ‘studying.’

Day found her first pair of diligent study buddies just inside the alchemy section. Sa—Yellowbell had shoved Poll—Heavy Hills against the bookshelf. Heavy had one of her enormous tits hanging out, her pants halfway down her thighs as Yellowbell drank from her friend greedily. Heavy’s hand fingered herself as she let out another delighted groan while Yellowbell squeezed the other tit, staining the green fabric with maremilk.

Day giggled, felt herself get a little wetter, blew a kiss to Heavy Hills and continued onward. She heard an orgasmic cry right before she slipped out of that area’s silence charm.

Two more shelves over, a unicorn mare she knew from Griffon History balanced atop Hayseed’s stallionhood. Magic kept spurting from her horn as Hayseed thrust himself into her. The mare’s eyes had rolled into the back of her head and her tight white top—barely big enough to contain her chest—was soaked from her nipples down.

Four more over, she found three mares—all pegasi, and probably westerners just like her—locked in a circle of soaking wet pussies and even wetter tongues. Day couldn’t stop herself from rubbing her jeans just a little at that sight. She couldn’t remember the last time she’d been in an all-filly threesome.

At every sight, Day longed to join her fun-loving classmates. After all, even though she was a late bloomer as far as her Long Heat and her Filling, she wanted to make up for lost time. Of course she’d had a few rolls in the hay, but before the Long Heat, western pegasi fillies tended to be a lot smaller than their racial cousins. She’d been looking forward to her Long Heat for months before she finally been accepted here.

Now, she could fully embrace it without having to worry about going ending up in bed with some old awkward high school friend… or something even more awkward. She’d once heard about a filly who’d hit her heat so badly, she’d ended up fucking her foster parents. Granted, they weren’t related and they’d only been her foster parents for like two weeks… but still.

That would be awkward.

But she didn’t need to worry about that right now! She had somepony special waiting on her. Somepony who’d been waiting for her since she’d turned… her… to a…

A what?

A strangle tingle pulsed from her arm as she stopped and tried to think.

I remember… Lily leaning over before the end of class and whispering how she was going to suck my… suck my…

Day blinked in confusion and looked at her wrist. She wobbled and felt a little dizzy.

She remembered something about her charm bracelet and Lily Valley. Something she had done? Something… oh, something that made Lily cum in the middle of class… but she couldn’t remember what!

Her finger ran along the silly little letters embossed on her… charm bracelet. And that’s all it was…a charm bracelet! Wait… why did it look strange? Had it always looked like just a charm bracelet? Well, of course, what else could it be? It’d been given to her by… by…

A little wash of pink magic curled around her finger. Day shuddered as she felt it rush up her arm and straight into her head.

Now she remembered! Given to her by Scarlet Whisper… her… her… the friend she’d met the last week before she’d come to University. The one who had… had…

Day shuddered in pleasure, wondering why her bracelet was glowing again. Then she stopped caring, because she had a wonderful flashback to the entire day they’d spent in her apartment. Day hadn’t been allowed to wear anything for a full twenty-four hours.

Scarlet Whisper had made sure Day Dreamer had never even been tempted to wear anything. She still remembered how bright Scarlet’s magic had been when she came in the middle of the night to Day’s feverish licking.

Day staggered and blinked. She’d been trying to figure out something. Something that had happened between her and Lily Valley during class?

Oh well, probably didn’t matter. Lily Valley was just one of her classmates, after all. Another classmate like her with needs.

No, wait… weren’t they closer than that?

She giggled and the giggle echoed in her head.

What was with her today? It’s like she couldn’t remember her own life! As if she were flipping through the pages of a book, trying to figure out which story she liked best! It was so silly!

Finally, she shoved the thoughts aside.

Day continued on her way until she found the right section. Only a few steps into the dusty shelves, her bracelet glowed pink yet again and she heard her cl—best friend’s moans. Ones she’d of course heard plenty of times before. They were best friends after all, and pegasus fillies like them knew what that really meant.

She slipped around the corner and found the end of the row. There, sitting at a small bench, Lily Valley was hammering herself again with her favorite dildo. It was a good dildo. It always made Day cum super fast.

Day felt a little odd watching her best friend do that. She knew she’d seen it so many times… but it also felt… new and original. And it excited her. She thought about what it would be like to be the one who thrust that into her, but everypony knew that best friends privileges didn’t go that far unless it was a special occasion.

No, that was reserved for…

For…

Day stumbled as her bracelet glinted again with pink magic. It ran up her arm and around her head… and then slipped down onto the ground, rushed over to Lily Valley. In a few seconds, it had rushed up to her head too. Lily Valley blinked and a sultry look came over her eyes.

Day giggled at the silly thought that had just been in her head. She didn’t have a clue why she thought best friends didn’t do everything together.

Lily’s eyes reminded Day of the last time she had licked her gorgeous pink-coated friend to orgasm while Lily had sucked off Ran—Ramrod. Wow, that stallion had been huge. Only she and Lily could really take care of him.

Then again, she loved taking care of anypony with Lily. That’s what best friends did after all.

“Well, don’t… just stand there!” Lily said in her liquid honey voice. “Come over here and finish me off like the good little slut you are!”

Author's Note

Poor Day! It's like someone kept rolling dice with her memory! I wonder who she'll end up being??? :3 :3 :3
Probably a very naughty filly... or a very good filly!
<3

It Was Under M!

Day giggled and darted forward, flaring her wings to get just enough space to glide. With expert precision, she came to a stop right before her best friend and licked her lips.

“Wait…” Lily said as she pulled out the dildo. Her hips continued to buck involuntary. “I… you told me Professor Study was going to see if she could trigger your…”

Day felt a flush of pride. Without further ado, she yanked off her white top, revealing the two tan breasts beneath. She hadn’t fit into her bra after Study had helped her to the next stage.

“Oh my goodness!” Lily cried, her eyes glowing with happiness. “You’re… you’re…”

Day settled down on her knees, reached up a hand to each tit and gently squeezed. The pleasure forced a little moan from her lips. She felt her wingboners go up even as liquid trickled down her front.

“You’re a full mare now!” Lily squeed. “Oh my goodness! I… this is amazing! We’ve talked about it for so long… wow, you’re so much bigger than me now! And your ass! Damn girl! You could get any stallion or mare you want like that!”

Day smiled, blushing hotly despite being totally on display for her best friend.

“Mmm… in fact… I think you’re going to… ahhh… get one right now!”

Day’s eyes went wide as Lily’s wings flapped a single time and the other filly pounced on her. Day yelped as she went crashing back to the ground, but a quick move by Lily made her hit her head against Lily’s arms instead of the ground.

Then Lily’s lips were on hers and the world vanished. Day’s body arched into the kiss and she moaned, her body lighting up light a hearth. Lily capitalized on the chance and slipped her tongue into Day’s eager mouth. Day fenced with her best friend as wings and hands rubbed all over Day’s body.

She knew Lily was talented, but it had been months since she’d managed to get Day completely naked while atop her.

Finally, Lily broke off the kiss and began to nibble down Day’s muzzle toward her neck.

“But… your… your toy…” she breathed as Lily’s pink hands traced Day’s tits.

“Mmmm,” Lily murmured. “I can always cum to that anytime I want.” Her fingers kneaded Day’s rapidly-filling breasts. “But it’s not every day your best friend becomes a full mare!”

“But… with… you on… top…”

Lily pulled back and stared Day in the eye. Day’s entire body bucked at the sight of her best friend’s pink-coat, golden mane, gorgeous wings and raging eyes.

“I’m going to make myself cum just by drinking directly from you…”

Day’s mouth hung open.

“Mmmm…” Lily mumbled to herself. “In fact… I want to make sure you don’t get in the way of that…”

In a flash of wings and fur, Lily moved with the speed a Wonderbolt. A few seconds later, Day let out an agonized groan of pleasure as she tried to lift her wrists up… but they were cuffed together by soft fabric bound to the floor.

“Pine Mesa gave them to me,” Lily Valley whispered. “They’ll only release their hold after both the wearer and the pony who put them on cum.”

“Oh… Lily…” Day moaned. “I… I don’t think I can… I can handle this…”

“You’re right!” Lily smirked. “I just remembered you mentioned Study Break was teaching you something else…”

Day’s eyes went wide. Not from fear or anything like that. It wasn’t that she couldn’t handle being trapped. It was that she couldn’t handle how freaking hot it made her.

“Yes!” Lily cried. “Did she finish teaching you how to be a…” Lily paused and licked her lips.

Day felt her tits filling like balloons and realized she was one of those mares… the ones who could be totally full just by being turned on enough. And her best friend knew all of her triggers.

“How to be a…”

Day whimpered, her hips bucking. It felt like the time Strong Load had teased her with his stallionhood at Winter Formal, always pulling out between every stroke. She needed to be filled. She needed to be filled with those two words.

The fact that it was her best friend who had total control instead of her professor made it all the better.

“That’s it!” Lily cried. “How to be a good filly!”

Day’s eyes went wide… and she went wild. It was only because of the unicorn magic that she didn’t completely tear apart her ‘bindings.’ She cried Lily’s name as she came with only two words.

Then Lily shifted position and buried her head against Day’s tit. A second or two later, eager lips wrapped around her nipple and Lily gave an experimental suck.

Day shuddered, still in the throws of an orgasm… then she let go. Instantly, her milk gushed like a torrent into Lily Valley’s eager mouth. Lily moaned and shoved her naked body against Day’s.

She had a strange flashback… to Study Break sucking on a cock hungrily. It bursting like her tits were doing right now…

Then the thought faded as Lily Valley lifted her head. Her face was coated with glistening white milk. She licked her lips and made a heady little sound of ecstasy.

Then Lily shoved her tongue into Day’s mouth. Day bucked again as Lily’s leg slipped between Day’s two legs. Instinctively, she began grinding herself against Lily’s deliciously soft and sweaty fur. Lily groaned at the sense of it. Day had enough presence of mind to know Lily almost broke down and shoved Day’s leg into Lily’s sex, but the other pegasus stopped herself.

Instead, she pulled back. Day stayed with her, their tongues swirling until Day’s binding kept her from meeting Lily’s lips. Day let out a desperate whimper of need, willing to do anything just to make the wonderful feelings continue.

“You’re such a wonderful,” Lily licked her lips. “Submissive…”

Day gasped again, her eyes going wide as the words drilled straight through her brain, down through her spine and into her sex.

“Good…”

Day panted. Her tits were almost twin fountains of wonderful white milk. Her eyes latched onto Lily like a drowning pony would to a life preserver. The entire world faded save for Lily’s lips.

Then Lily leaned down to kiss Day’s right ear ever so softly. “Filly…”

“Aaaaah! Lily!” Day screamed as her body thrashed and bucked and spasmed and convulsed. The words hit her sex as if Lily had just shoved a dildo up into her all the way and turned it to overdrive.

Instantly, Lily dove for Day’s other tit. She drank greedily, her own hips bucking, her tail flying everywhere, her wings flared out to maximum. Day went crosseyed from pleasure, her mind wandering to all the things Study had promised… no… not promised.

Study hadn’t told her anything she hadn’t already known. Day Dreamer had already known she’d do every one of those things Study had described.

Lily’s suction doubled and Day let out a piercing scream. The sound seemed to drive Lily to greater heights from her dancing ass, so Day didn’t stop even as the pleasure threatened to fry her brain.

“Oh Lily… don’t stop Lily… please don’t stop…”

Lily moaned around Day’s tit. Milk was everywhere. The scent of horny mares filled the air. Lily’s gorgeous mane filled her vision for a second as the other mare twisted.

“Lily… Lily… make me a good filly…” Day groaned, her chest thrashing as much as her hips. “Make me a good… a good filly… drain me please! Drain me, PLEASE!”

Lily’s convulsions increased. Day licked her lips, still tasting her own milk on them from where Lily had kissed her. How many times had Day kissed Lily after suckling from her? Now… she could finally taste herself.

She tasted amazing.

“Good fillys make their… their friends cum…” Day murmured. “Good fillys give milk and make their friends cum hard…”

Lily let out a desperate whimper, her hips going absolutely mad with need. Lily’s hands gripped Day’s shoulders in two vise grips, just shy of bruising.

“I wanna be a good filly…” Day whispered. “I wanna make you cum… make you cum… with… with… aaahh… with my….”

Lily and Day reached a perfect point of synchronicity.

“Please… make me a good filly… and cum from my… my… my… aaaaaaahhhhhhhhh!”

Milk flew as Lily threw her head back and screamed. Day arched her back and screamed at the sheer joy of saying those wonderful words, her sex slamming into Lily’s own. Purely by instinct, the two fillies ground their pussies together. Day’s eyes rolled as her body went into some sort of pleasure seizure. Her wings twitched and flared and flicked everywhere, completely beyond her control. Somehow, Day knew all of this… and didn’t care.

Author's Note

So much milky fun~! These two just can't stop, can they?! I wonder what they'll get up to next~! Heeeee!!!

If you see a mistake, lemme know by PM so I can get it all fixed!

Heart Behind Heat

Day wasn’t sure how much time passed like that… because when she had her next coherent thought, she was curled into Lily’s naked lap. She stirred slightly, her wings twitching. She shifted in place, only to settle almost immediately when she felt Lily’s tender fingers stroking her ears and mane.

Day let out a contended sigh, luxuriating in the magical sensation of her naked coat pressed against Lily’s, though Lily’s felt quite a bit damper at the moment. The floor seemed warm beneath them, as if they’d been lying on the worn wood for quite a while. But when she peeked, she caught a few glimpses of white liquid against the wood and realized the warmth was likely from something else entirely.

Day giggled and Lily’s hand scritched her behind her ears in response. Day found herself totally helpless as she let out a tiny little purr of pleasure.

“You are such a little kitten after cumming,” Lily murmured softly.

Day brought up one of her hands and cupped it slightly, then proceeded to lick the top of it and brush it against her head. Lily laughed.

“Good kitty!” Lily teased.

“Meow!” Day replied, snuggling closer to her best friend. She slipped up until she sat in Lily’s lap, only to realize she was a bit too big to really fit there.

A familiar tingle rushed through her and it felt like the world had grown just a little. As the tingle faded, she managed to snuggle herself right up against Lily’s enormous chest.

A little flare of jealously sparked inside of her as Day nuzzled her friend’s tits. Lily had always had bigger tits than her, but proportionally, it always looked like Day had the bigger ones. Then again, being half a foot smaller than Lily did have it’s advantages from time to time.

“So, how was your first milking?” Lily asked casually. One hand remained at her ears. The other gently caressed Day’s left breast.

Day shivered in delight.

“Everything I wanted it to be…” Day mumbled into Lily’s pink-tinted chest fluff.

“Oh really?” Lily teased. “And here I thought you wanted Tandem to treat you like some sort of breeder first time around…”

Day blushed furiously, but her pussy ached at the thought. She really did have a strong Long Heat if after an orgasm that intense, her body still wanted to go again.

“Mmm… yes,” Lily continued. “I think you told me about it…”

“Lilyyyyy…” Day whined plaintively, but Lily didn’t seem interested in listening.

“You wanted to get taken from behind, right?” Lily continued, her fingers now stroking the very edges of Day’s ears. The other hand teased Day’s already-hard nipple. “Yeah… you wanted to be bent over something. Then you’d lift your tail, look at him over your shoulder and whisper—

“Take me.” Study Break whispered and licked her lips. Her hips bucked at the sight of the gorgeous mare’s tail straight up, her wet sex begging to be penetrated by hi—

Day shivered.

“Day?” Lily asked, both of her hands suddenly coming to a stop. “You feeling okay? You went all stiff and cold.”

“Mmhmm.” Day murmured. “N-Nothing to worry about.”

Then that little guy in her head protested. Day blinked at the mental sight of him. Last time she’d seen him, he’d been… well, her and cumming wildly after being half-drowned in Day’s milk.

“Yeah…” Day giggled. “I’ve just had a bit of trouble focusing since…”—getting sucked off by Stu—“getting my… hehe… lesson from Professor Study.”

“Well,” Lily murmured as her fingers continued their little teases and touches. “Maybe this will help you focus… because I remember what you wanted to be strapped to…”

“Oh, come on, Lillyyyyy…” Day whined. Still, her hips bucked a little. Her breasts ached. She pressed herself against Lily’s breasts, and marveled about just how warm they were.

“Yes, I remember! You were so plastered that night! But you told me you wanted nothing more than to be strapped into a milking machine…”

Day’s blush could have lit the sky. “That’s… that’s silly… I couldn’t even… I mean I didn’t even reach my Second—”

“You’d have suction cups latched onto both tits.” Lily giggled. “Then you’d lift your tail as you heard him approach. He’d start caressing your ass… and it’s a really nice ass too…”

Day couldn’t take it. If she didn’t do something to stop Lily right now, she’d find that jer—stud Tandem, bend over and beg for him to… mmmmm… breed her like the desperate slut she was.

She wasn’t quite sure why she didn’t go do that right now. Then she remembered. Because something else had caught her attention.

It had started as a faint scent beyond the intoxicating smell of their lovemaking. But now as Lily got into her story, it wafted across her nose even stronger.

Day’s eyes opened. From her position between Lily’s tits, she could see her best friend’s milk drip twice onto her Day’s leg.

“Then he’d turn on the milking machine and let you just squirm until you let it start to drain you…”

Day licked her lips, her eyes focused entirely upon that little drop of milk at the end of Lily’s nipple.

“And then…” Lily shifted a little, as if the story made her… ‘uncomfortable.’ “Once you were moaning from your hot milk being pulled from your aching tits, you would start to shift your—aaaaaaahhhhhhhhh!”

Day locked her lips around Lily’s tit and began to suckle.

“You… you little cheater…” Lily moaned, her hands shifting from tender brushes to running through Day’s mane. “You… you should have let me… aahh… finish the… aahhhh… story of how Tandem… aaaaaaahhh yes don’t stop… was… was gonna fuck you…”

Day moaned around her sweet treat, thoughts of Tandem dancing in her head as she suckled her best friend. Lily finally stopped fighting and just continued moaning, pressing Day’s head against her chest.

Day started to get eager as her hunger—and thirst—built, but Lily let out a low desperate protest.

“Slowly… please… Day… just… drink.”

Day couldn’t remember the last time she’d only suckled on somepony’s tit. But she wasn’t about to refuse her best friend. So, she shifted positions, ran her fingers down to Lily’s already soaked pussy, and gently caressed her.

“Oh Day…” Lily whispered. Her entire body shivered in delight. “Oh Day… aaah…”

She smiled to herself as she relaxed, drank and gently played with her best friend. She was so lucky to have Lily. Lily had helped her through so many hard times. The night the Long Heat had hit her, Day had been with Lily. Day only vaguely remembered the night… but she did remember Lily pulling her into her room and immediately making out with her. One thing had led to another… and they’d ended up with both of their heads between each other’s legs until dawn.

Day hadn’t been ready. She’d been a ditz and forgotten her pills, since she knew better than to get the contraception spell cast on her before the Long Heat. If she’d done that, the contraception spell would have been consumed by the heat… and then the Long Heat would have consumed her.

Though the idea of becoming a full-time breeder did have some appeal, she’d never be able to get turned on by another mare for at least five years. Anyway, when she decided she wanted to breed, she wanted to do it on her terms, not because of some combination of a spell and a biological need.

Lily had been there that night. Lily had told her plenty of times after that she’d loved every second of it and Day believed her. But Lily had still gone out of her way to stop Day from maybe getting knocked up on her first night of Long Heat.

Warm fuzzy feelings other than milk filled her as she thought about her kind and loyal best friend. So, if Lily wanted a gentle milkgasm, Day would happily give it to her.

They stayed like that for a while. Lily gently moaning while Day suckled and fed from her. At some point, Day shifted sides. Lily had a tendency to have tiny orgasms from her breasts, only visible by a sudden sharp gasp and a long low moan.

Day lost track of how many. It didn’t really matter. As long as she was pleasing her Mistre—Day shivered and pushed that little fantasy away. That was something… for later.

She wasn’t ready for Lily to find out about that just yet.

“Day… I’m… I’m going to… big one…”

Day blinked a few times and adjusted her position. She got on her hands and knees, then gently leaned forward and drank from Lily’s nearly empty left tit. With her hand, she slipped two fingers into Lily’s sex. Lily immediately bucked and looked down at her with such fondness that Day almost came right there on the spot.

Then, Day found herself unable to pull her gaze away from Lily. Lily didn’t seem that eager to pull away either. Instead, Lily’s bucks became more frantic against Day’s fingers.

Day’s eyes locked onto those beautiful gray-green eyes of her best friend as she drank from her. She’d been so lucky to find her. So lucky… she just wish she had the courage to…

To…

Lily gasped. Day could feel Lily’s pussy tighten around her fingers even as Lily’s milk went sweet from the orgasm, but still Lily didn’t look away. Her eyes were wild with passion and heat, but she didn’t even blink.

Day stared into Lily’s eyes. Lily stared into Day’s eyes.

She felt a tingle along her arm, the same arm that fondled her best friend. Instantly, something burst inside of Day and her last thought finalized…

Day wanted nothing more than to be Lily’s marefriend. While the title didn’t mean all that much to western pegasi fillies like them… it would mean that they would never sleep apart again.

But she couldn’t ask. Lily was too amazing. Still, there was a brilliant spark in Lily’s eye as she came and Day wondered… just before Lily finally whispered the last words before Day’s world went white.

“Day, be a good filly and cum for me.” Lily murmured.

Day did, instantly. But she never looked away from her best friend, even when she had drained her tit and they were once more making out there on the library floor.

Warmth filled Day Dreamer as she felt Lily’s wings wrap around her. And she knew, without a doubt… this was where she belonged.

Author's Note

D'awwww~! Aren't they cute together~?! I know I totes love the fun happy playtime, but sweet romance always hits me tooooo~!

Lemme know if you see any errors by PM, okay? <3

Probably Too Eager

Dayson Eran yelped as his back spasmed again. He groaned and tried to rub the knots out.

“I’m too young to be having back pain,” he muttered.

For the last two hours, he’d been hauling boxes from Thanateros University’s loading docks to the Haden Anthropology Building.

Specifically, Lab 307 in the Haden Anthropology Building.

Which happened to be on the third floor.

Which also happened to be the farthest from the elevator.

All because Doctor Yendi hated him.

Despite him being her lab assistant for the last two years. Despite him constantly acing every test she’d thrown at him. Despite—

Dayson forced himself to stop his mental whining as he lowered the last box onto the table. With a sigh, he slumped onto a convenient stool. He tried to rub his aching muscles again, but he doubted anything other than a steamroller would be able to get the knots out of his back.

“I don’t get paid enough for this crap,” Dayson muttered as he looked around the lab’s storage room.

Only a pair of naked bulbs hung from the ceiling, leaving half the room in shadows. What he could see was mostly dusty old boxes from low-priority archeological digs all over the world. Some of them had probably been sitting in here for longer than he’d been alive. Not like that mattered. No one ever sent anything important to Thanateros University.

Doctor Yendi may have been a decent advisor, but he’d seen how the other faculty had treated the old woman. It kinda bugged him… but then again, he wasn’t the one going around trying to publish papers about the truth behind El Dorado, Atlantis or her latest obsession—the ‘long-lost’ isle of Lethne.

Dayson rubbed at the shipping label of the box he’d just put on the examination table, only to find there were actually about a dozen labels on the crate.

“Hrm,” he muttered as he tried to read one of them. “This says… Rota, Northern Marianas? Where the hell is Rota?”

Dayson frowned and checked another label. “Okay, at least I’ve heard of Guam… but these labels are like… twenty-two years old.”

Dayson stepped back and frowned at the box. His eyes drifted to the other thirty-three now secured on the shelves of the storage room.

“Where have you all been for the last twenty years?” Dayson said to himself.

He licked his lips and studied the top of the crate. Doctor Yendi rarely actually came in here. Surely it wouldn’t—

A knock sounded at the door and he almost jumped right out of his skin. He clutched the table and tried not to fall over, gasping for breath.

“Hey!” came a familiar female voice from outside. “Dayson? You in there?”

“Dammit, Becky!” Dayson shouted as he stumbled for the door, his heart still hammering in his chest. “You scared the crap out of me!”

Dayson unlocked the door and opened it to glare at Becky Malsen. As usual, she was clutching a book and smirking at him. With short blond hair, a pixie-like face, dark brown eyes and a petite frame, she was the classic picture of the cute girl-next-door. What’s worse, she knew it.

“You gonna let me in?” she said that annoyingly cute smirk. ”Or did Yendi finally give you something interesting?”

Dayson rolled his eyes and stepped aside for Becky. “Hardly. Just a new shipment that’ll probably collect dust for another twenty years.”

Becky slipped in and let out a little squeak of glee at the new crates. “Ooh! Is this the Lethne shipment? Yendi’s been waiting on this forever!”

As Becky scurried over to inspect the crate he’d just been studying, Dayson just shook his head. Becky Malsen was Doctor Yendi’s other aide. And while she was great to look at, she had one serious flaw.

She was a believer.

Becky actually believed Yendi’s crazy stories about ancient aliens, long-forgotten temples of magic and cities of advanced wizards living on the oceans. She was completely nuts.

But she was cute and having her around made sure that his old friend, crippling loneliness, didn’t bother him so much. Even if she wouldn’t shut up about whatever latest crackpot theory Yendi had stumbled upon.

“Oh Goddess!” Becky cried. “Dayson! Come here! This is it! This is the Lethne shipment!”

“Ooh.” Dayson desperately tried to contain his enthusiasm as he trudged over. “I can’t believe it.”

Becky frowned and smacked him with her book.

He glared at her and rubbed his shoulder. “What? Hey, you know I love Doc Yendi, but still, this Lethne thing is crazy.”

“It’s not crazy!” Becky snapped. “Just undocumented. The Pacific Ocean is huge! Who knows what could be lying under all that water?”

“I’m guessing not ancient relics of some voodoo god,” Dayson muttered.

Becky bit her lip, glanced at him, glanced at the box… then threw the book at him. Startled, he managed to catch it. There was an odd picture of something that looked to be like a rearing pegasus—with a horn?—on the cover. But his attention was yanked away when Becky actually grabbed a nearby crowbar and started prying at the top.

“What are you doing?” Dayson hissed as he dropped the book on another table. “Yendi’s gonna kill you!”

“Nope!” Becky said through grunts. “I finally convinced her this afternoon! She said I could take first crack at the Lethne artifacts when they arrived!”

“They’re probably some Easter Island knockoffs,” Dayson insisted as Beck pried up one of the edges. “You’re taking this way too seriously. Look, this box has been in shipping limbo for over twenty years!”

“And the artifacts inside have been underwater limbo for probably a couple thousand!” Becky grunted as she pried up another corner. “It doesn’t matter. I’ve seen Yendi’s research. She’s right about this group!”

“Ugh.” Dayson threw up his hands and stalked over to his backpack on a side counter in the shadows. His phone’s battery was dead—again—so he plugged the phone into an outlet and pulled out his tablet. “You at least CC’d me on the paperwork, right? I’m not getting busted because you got overexcited about some dumb rock that looks like a naked chick.”

“Yeah, yeah, it’s there.” Becky stuck out her tongue as she went after the second-to-last corner. The creak of nails giving way filled the room.

Dayson unlocked his tablet, only for the screen to start playing a slideshow. A few pastel ponies flickered by before he managed to get them off the screen. He wasn’t in the mood for his roommates’s weird fetish right now. Finally, he opened up his email and checked. Sure enough, the consent form was there, signed by Doctor Yendi herself.

“I can’t believe you got the Doc to sign off on it,” Dayson muttered. “She’s usually so protective of her artifacts.”

“That’s the weird part!” Becky said as she heaved on the last side. “She actually offered it to me! Said there was something special in this new shipment, something for us.”

“Oh, well,” Dayson said, trying not to groan. “That’s not ominous or creepy at all.”

A crack of thunder made the two of them jump. Dayson rolled his eyes again and stomped over to the window set into the back of the room. He pulled back the curtains and stared out into the storm.

“Oh come on!” Dayson threw up his hands. “Seriously, it’s coming down like crazy out there! This already feels like some cheap mystery novel—or a horror B-movie!”

“Huh?” Becky muttered something under her breath, but the last side of the crate wasn’t giving way. “What are you talking about?”

“Dark and stormy night?” Dayson groaned. “Crates containing artifacts some mysterious and ancient culture? We’ve even got the overeager student trying to get at them!”

“Trying being the operative word here.” Becky finally stopped heaving and glared at the crate. “Said overeager student can’t actually get to them.”

Dayson glared at the storm outside and marched over to the crate. Some of the nails were twisted from where it looked like someone had dropped the box at some point. Becky, while strong for her size, just didn’t have the leverage.

She smiled at him with her best puppy dog eyes and held out the crowbar.

“You’ve gotta be kidding me,” he said flatly. “This is almost as cliche as the rest of the situation.”

“You want me to make it worse like saying what’s the worst, etc, etc?” Becky said with another smirk.

“Why are you so into Lethne again?” Dayson demanded. “Seriously, girl, you never got this excited about the El Dorado rocks.”

Becky blushed just as another bolt of lightning lit up the room. “Umm… no reason.”

Now Dayson had to know. He’d worked with Becky for over a year and a half. Some people got off on ancient civilizations, but Becky Malsen did it literally. He’d actually once seen her get totally hot and flustered over a vase from somewhere near the supposed location of Shangri-La. He’d actually caught her fingering herself later, muttering to herself about the etching.

Granted, he hadn’t interrupted her and she had one hell of an orgasm after… but still…

“Let’s hear it, Becky,” Dayson said, crossing his arms. “You tell me what’s got you all riled up and I help open the box.”

“Um… only if you promise not to make fun of me,” Becky’s blush deepened in the yellow light of the two bulbs. “And never tell anyone, especially Yendi.”

That caught Dayson off-guard. “You mean… you know something that Yendi doesn’t?”

Becky nodded quickly. “Promise?”

Couldn’t hurt.

“Yeah, sure, I promise.” He even held up his hand with two fingers… then three. He could never remember which it was.

Becky licked her lips, stepped over to the book she’d thrown at him and turned it to show him the cover.

“Doctor Yendi accidentally got sent this book about a month ago, but it got mislabeled and ended up in Professor Rillian’s office. She had me come get it and I couldn’t help myself. I had to take a look.”

“What’s the big deal? Looks fairly recent. It’s not like some ancient manuscript.”

“No! Instead, it’s got transcriptions of ancient manuscripts.”

Despite himself, Dayson’s interest was perked. He leaned closer to take a look as Becky turned to a page showing an illustration of a vast city sitting on the ocean.

“It’s transcribed from some ancient writings found in an undersea cave south of Guam. I could bore you with all the details, but I’ll just say that the seal on the documents seemed strange. Anyway, that’s not what really matters. It’s what were in the writings! They were some archaic dialect of Austronesian.”

Dayson shrugged. “Sounds typical of the South Pacific.”

“Oh yeah?” Becky said with a grin. “And what do you say when you see this?”

Becky turned the page. It was some sort of ritual. It had obviously been inspired by the text on the other side of the page, but to his shock, it seemed to be some sort of mystical fertility rite.

Either that, or it was just a bunch of people having sex with costumes on. In fact… it reminded him oddly of some art his roommates had tried to ‘tempt’ him with yesterday. Some weird version of the same show they watched.

“The text actually says that this is the ‘forgotten history’ of Lethne. The actual name of the city! It’s right there!”

“Come on, really?”

Becky nodded. “Yeah! According to the author, apparently some sort of exile—or escapee—of the city, they were a prosperous people who had once been visited by a being from a far away land. He—or she, the translation is a bit unclear—blessed them with untold beauty, but he warned them there would be a price attached.”

“And now we’ve got the ghost story vibe going on,” Dayson muttered.

Becky ignored him and continued skimming through the text. “The visitor had come to the priestesses of their goddesses to make the offer. The high priestess believed they would be protected by their goddess, the spirit of the ocean, Jaldana, so she made the bargain.”

“I’m guessing that didn’t go so well for her.”

“Actually,” Becky licked her lips. She was blushing again… though this time it wasn’t going away. In fact, she was squirming a little. “Depending on your point of view, it went great. The priestess came out of her meeting with the visitor a changed creature.”

She turned the page and a stunningly beautiful naked woman stood at the doorway to a temple. Women and men knelt at her feet. Dayson couldn’t help but stare. She reminded him of some of the ancient depictions of Aphrodite, only more… real somehow.

Becky shifted back and forth a bit, her voice becoming a bit heated.

“A month passed. The people were confused—as was the high priestess. After all, the bargain wasn’t for just her, but for her people as well. Then, one night, she came down with a strange fever…”

Lightning flashed and thunder rolled. Some part of Dayson rolled his eyes. The rest of him watched Becky and the manuscript.

“All of her priestesses were called to the temple to tend to her,” Becky continued. Dayson couldn’t help but notice that there were two little nubs poking through her white cotton top. “And none of them left for three days. Only after did the people find out why…”

Becky turned another page and Dayson gaped at the image on the opposite side of the text, even as Becky continued to describe it.

“Each of the priestesses had transformed. They were voluptuous, eager and hungry. And every single one had new traits.”

“New traits… are you kidding?” Dayson blurted. “They look like furries!”

And they did. They all appeared to be part of the same species. Longer faces, ears on the top of their heads and even tails. Some actually had wings! He even spied a few horns… though only the central figure seemed to have both.

“Yeah…” Becky whispered.

Dayson realized he couldn’t see her other hand. From the way she was bouncing a little, he had a good idea where it was. He’d never realized she’d been one of them, but honestly, seeing these women… it wasn’t a totally unattractive prospect.

“They… they… discovered the cost of this beauty. The first was a temporary change in body… to something more than human.” Becky licked her lips again and panted slightly.

Dayson found himself hardening, not just because of the pictures, but the fact that his fellow aide was surreptitiously getting off right there right in front of him.

“And the second?” he asked, his own voice husky.

“The Heat, but not what we normally think of as heat. Once a month, they would be overcome with… well… the mating urge, but they found themselves—usually—unable to conceive during this time. Though from the manuscript… they didn’t need to always mate with males. There were even factions of the priestesses that had… different reactions. One faction on the western isles had the Heat twice as strong, but they would happily mate with anyone.”

Dayson instantly knew what had attracted Becky even more to this legend. Some sort of sex ritual that induced a need for sex, but it wasn’t limited to males and females? Yeah, that was totally up her alley. He’d learned that the hard way when he’d tried to take her out for drinks… only to get left at the bar for some gorgeous redhead.

Still, he’d always wondered if she’d be willing to experiment with someone who shared her passions. And right now, he definitely shared them.

“The text gets a little strange… mmm… here.” Becky swallowed hard. “According to the author, the high priestess and those closest to her... Well, they changed reality around them.”

“Wait, what?”

“There’s a… a um… a discrepancy in the text! Some historical accounts say that the priestesses had always looked like this, had the Heat, the milkings, all of it! Some didn’t, saying it was new! There’s a lot of speculation in here on how two contemporary historians could both… mmm… contradict one another. One claimed to be ‘protected by a spirit of the water’ to see the truth of all things… the other had no such claim.”

“So, you’re saying they just rewrote history?”

“I…” Becky squirmed even more. “There’s theories about alternate realities, slipping dimensions, magic transitions and other things. I… I don’t know.”

Dayson had no idea how to react to that little factoid.

“The last… ooh…” Becky let out a moan as she turned the page again. To his shock, there were pictures of the strange furry-like women being milked, either directly from the breast or through some sort of machine. “The last was something called ‘The Filling.’ It’s… each of the affected priestesses… well… you can see…”

“Uh-huh…” Dayson had to stop himself from stroking off right there.

“Oh yeah,” Becky said as an afterthought. “The westerners got their milk later than the rest.”

“Milk?” Dayson echoed. “You’re serious about this?”

Becky nodded, but her eyes didn’t leave the text. “Milk apparently became a major… ooh… part of their culture! After a mating was complete, any female involved would find themselves full! Part of the ceremony was to help… uh… alleviate that.”

Dayson didn’t really know what to say, but Becky didn’t really seem to care. She turned the book around and started reading directly from it, using her free hand to quickly skim over lines.

“Part… part of the Heat made them compelled to feed everyone on the island, male or female. It didn’t take long for the entire island to be overcome with the bless… the bless… the bless… oh!”

Becky’s eyes went wide and her hips jerked. For an instant, Dayson saw her hand in her pants before she slipped and ended up shoving the book into his stomach. He grunted in surprise and stumbled backward right into the table behind them.

The one with the almost-opened crate.

Dayson went sprawling over the table and crashed to the ground, the crate going with him. The crate shattered and strange artifacts flew everywhere. Tiaras, busts, tapestries, idols… and a pale jeweled band that seemed to arc through the air to land perfectly on Dayson’s wrist.

It closed with a snap.

A strange shiver ran through him, slipping from his fingers all the way to his head and then back down to his toes.

“What just…” Dayson began to say, only to stop when an odd gong suddenly sounded in the room. It was followed immediately after by light feminine laughter.

That’s when he realized the sound in the room had stopped. He looked around… only to see that time itself seemed to have stopped. A large book—one with a similar pegasus-corn horse thing on the cover—floated in midair on it’s way to the ground.

He looked at the band around his wrist. It was sort pink-colored, with swirls and loops that reminded him of the ocean. There were some sort of crystal or gem in it too, though Dayson didn’t know enough to tell what kind it was.

Dayson reached out and touched the book in wonder, only for the strange bracelet around his wrist to glow with soft pink light. He yelped as something burst out of the bracelet and made contact with the book...

Dayson convulsed and groaned in pleasure as information poured into his mind. Visions, thoughts, feelings, ideas… they washed him away in a torrent of memory.

He wondered how he’d forgotten. It was surprising. She’d been there after all. She blinked twice and the strange-looking room vanished. She felt herself come back to the present… and slip into the oh-so-comfortable form they knew as ‘The Visitor.’

Even better, she instantly remembered what she’d been doing only a few seconds ago.

Ran’ethal gasped beneath her as she imparted her magic into her supple, eager body. The sound of lapping waves echoed from around them within the temple’s lowest chambers, moving in time with her cries.

She brought her delicate hands—transformed just for this ceremony—and caressed the high priestesses large bosom, only to grin as her magic flowed into her. Ran’ethal let out an orgasmic cry and her chest swelled with magic and milk.

“Oh, great Visitor…” Ran’ethal begged. “I have never known such lust… such need… what… what are you doing to me?”

“Simply fulfilling our bargain,” she replied in her silky tones, specially chosen to send whoever heard it into throes of passion. “Embrace your new destiny. Through you, your people will be reborn.”

Ran’ethal’s eyes swirled as the pink magic whirled around her head. The desire had already been there. The Visitor had simply encouraged it just a little. The people of Lethne had believed themselves to be better than this silly world.

They’d been right. And as soon as each member of their glorious city embraced Ran’ethal’s blessing—which was really the Visitor’s blessing—they would shift to a better world that would welcome their kind.

“Great one…” Ran’ethal moaned as the Visitor thrust her magic into the priestess. “I… I feel something coming… a change… is it… what is it?”

“Your future,” the Visitor cooed. “Embrace it. Become all you were meant to be. The walls of reality break… and you are accepted into a new one. Do you want my gift?”

“Yes!” Ran’ethal squealed without hesitation. “Reshape me! I beg you!”

The Visitor pulled her supple body off of the high priestess—who moaned in need.

“Calm yourself… and simply be.”

The Visitor lifted her hands and the high priestess floated into the air. She groaned and gasped as the Visitor’s pink magic plunged into her wet sex. Ran’ethal’s eyes went wide as the pink power began to spread from between her legs, flowing over her body.

The sea around them raged, but the Visitor ignored it. A few of the local spirits objected, but she’d seen into the hearts of most of the priestesses and many of the people.

Those who did not wish to partake, simply wouldn’t. The Visitor wasn’t cruel after all. She wouldn’t force anyone to take her blessing.

“I… I want… I want to…” Ran’ethal moaned as her glistening naked body writhed in the Visitor’s magic. “I… am…”

The magic spread faster and faster. The Visitor idly played with her own wet sex and stroked one puffy nipple. She had missed this form.

Almost as much as she had missed the wonderful pleasure of seeing someone transformed by a little of herself and a lot of themselves.

Finally, the high priestess was consumed by an orgasm so powerful, she cried out and the walls around her shook. In an instant, her body burned with bright pink light.

The Visitor groaned as Ran’ethal’s pleasure echoed into her. With every change of the human’s body, the Visitor’s own ecstasy grew. Almost unconsciously, she allowed her form to slip into something approaching her more natural form. Soft brown fur washed over her body. Her tits swelled until they were twice as big as before. Her face lengthened and shifted into it’s familiar shape. Her ears moved to the top of her head and finally, her tail burst from her new large ass.

Another cry came from the cocooned figure in pink magic and the Visitor and the high priestess shared their next orgasm as the changes settled. The Visitor saw only white for a moment…

Then the beautiful pale pink coat of the transformed human stirred in the center of her lower temple. Her delicate ears flickered back and forth. Her supple ass and tits shifted as she rose to all fours and looked up at the Visitor.

Two stunning magenta eyes peered from behind a short muzzle. Her eyes were wide and hungry. She licked her new lips as the Visitor rose to greet her.

Well, the flowing astral mane and tail in greens, blues and magentas might be a bit much, but it’s not like Celestia’s going to find out…

“This… this is what we are to be?” Ran’ethal whispered, her voice almost lost in the crashing waves.

“If you desire it,” the Visitor replied.

The high priestess ran her new hands over her equally new body, gasping at every sensitive area. She explored her enhanced breasts and her hungry sex, but only briefly. Then her hand went up to the short horn atop her head. She groaned when she brushed against it… and that’s what unleashed her wings.

Definitely going to keep this one to myself… Celestia would be most unhappy with me.

Her tail swished back and forth as she returned to all fours and stared up at the Visitor.

“What… what am I?”

“You are now a pony, my beautiful pet,” the Visitor cooed. “There are proper names for it… but I like the simple one.”

“But… we know of these things. We’ve seen them from beyond the sea. They are four legged animals and—”

“Shush,” the Visitor hummed. “You are a special kind. A perfect combination of the thing you know and the thing you were. Simply… accept it, Priestess. Find joy in the knowing of what you were meant to be. A pony.”

“I’m… I’m a pony.”

The Visitor could feel the high priestess accepting this into the core of her being. She shivered in pleasure as it took hold. Then the Visitor shivered in pleasure as she felt the walls of reality crack just enough make it so the high priestess had always turned into a pony once a month. The sensation of reality itself being rewritten was far better than any simple physical explosion of pleasure.

While the Visitor held back the name change from the transformed priestess—it would be strange to call her by the name of her old ‘friend’—she did decide that the priestess would probably be the only alicorn among the population. After all, there was no need to let things get crazy.

Finally, Ran’ethal looked up at her with eyes filled with wonder. Any illusion the priestess had as to the power of the Visitor had been banished to the depths.

“What… what are you? Who are you?”

For a moment, the Visitor considered not giving her a name, or perhaps making up a new one. But really, what was the harm?

“If you’re so eager for a name, then you may call me Eris.”

The priestess repeated the name. Then, the female alicorn crawled forward—as if she were the regular four-legged variety—and buried her face between the Eris’s legs in thanks.

Eris fell to the stone with a cry of pleasure, then spread her legs to allow her new subject full access. Eris fingered the small jeweled band on her wrist and moaned lustfully as the Ran’ethal hit a particularly sensitive area.

This will be fun indeed…

A strange sensation pulled at her and she frowned, distracted for just a second from the eager lapping tongue of her new—

Dayson yanked his hand away from the book. Something inside of felt… off, but he couldn’t tell what it was. Something aside from the new memory which somehow he knew to have happened upon Lethne millennia ago.

He felt strange as he got to his feet. The world around him was still frozen, but he knew it to be only temporary. Something within him seemed to encourage him to be calm and he listened. After all, there was no reason to get all worried. He had simply found hidden magic.

He thought about the memory… about the band. The band he now wore hadn’t been the source of the Visitor’s power, but it had been connected to that… creature’s power. What was the name she’d said at the end?

Eris. The thought almost felt like it was coming from somewhere else, but it was true, so what did it matter?

Anyway, the band now around his wrist was way more important.

Through the power of the bracelet, he looked around the room. Energy flowed around him, magic that had been untapped for thousands of years… though it swirled strongest around himself and Becky.

Becky had her back arched in pleasure. She was caught mid-gasp as the beginnings of an orgasm overtook her body. He reached out with the power of the band and felt her passion. He could feel the nerves tingling along her tits. He could sense the small nova about to go off between in legs.

He could also see the exact same thing the Eris had seen within Ran’ethal’s mind. A desire to be more. Dayson’s eyes fluttered as he touched on that part of Becky’s mind. It was only a light brush, but he found the source of her obsession with ancient realms and forgotten magics.

He never would have expected it from her—though he should have.

Something inside of him said it was only right to give her exactly what she wanted. However, it would require some of the energy blossoming from her right now.

It would have a very minor side effect, but Becky was sure to love the final result.

As he thought this, a comforting feeling of warmth washed over him and he knew he was doing the right thing.

Ran’ethal reaching out her furred hand toward a pair of gasping priestesses on the edge of climax. They gasped and seemed to settle… only for a sudden torrent of—

Dayson reached out his hand toward his frozen friend. Then, he pulled the magic from her and absorbed it into himself. He groaned at the sudden influx of power and sensation. It was everything he could do not to rip off his shirt and fondle his tits or shove his hand into his pu—

He blinked and his mind realigned to the proper body. He had simply taken a little too much. That was fine. He would definitely pay it back.

The band around his wrist burned with brilliant white light.

Have fun now, said a whisper from somewhere far, far away.

Time snapped back on and Becky blinked.

Author's Note

First time trying this. Hope everyone likes it! Got some more I'm working on, but trying to rewrite to give a little more story. I like story in stuff like this. Hehe.

Oh, and let me know with a private message if you find anything wrong!

Slippery Slope

There was a brief pause as his best friend shifted him to her other leaking tit. Lily seemed to be on a neverending rollercoaster of climax after climax. She bounced desperately on his enormous stallionhood. Feeding from her—like usual—always was as good as sex. He loved just how long her milk made him last inside of her eager pussy.

Ever since that first night they’d met—where an accidental dose of her medication had made her start leaking right in front of him—he’d been her go to steam valve. They hadn’t even fucked that night. It had only been a couple weeks later when she’s slipped into his room and—

Wait… did… did that happen? That’s… not right. I’ve been fantasizing about her—and every other pegasi at school for months—imagining the moment when she’d get horny enough to fuck me…

His wrist felt warm for the first time since he’d used the Band to enhance her tits… but this time, odd sensations pulsed over him, again and again. His wrist got a little hotter, but against the flood of Lily’s milk, it was barely more than an afterthought. He felt a little mixed up, but… pegasi magic always was a little strange.

Mmmm… she tastes so incredible! Dayson thought as Lily practically danced on his stallionhood, twisting, grinding, shaking and shivering. I love how her magic always keeps me on the edge…

Her voice brought him out of his milk-induced haze.

“Dayson… oh Dayson… I’m almost dry!” Lily gasped. Her hands pulled away from his sweaty hair and shifted to her wide hips. “You… you know what that… what that means!”

As the flow subsided, he pulled away—his lips still coated with her taste—and smiled up at his horny best friend. “It means I’m going to give you a real ride.”

Lily shivered and hesitated, but Dayson had seen this sweat-stained expression enough times on this very bed to know she wanted it just as bad as last time.

“Uh… are you sure?”

“I want you beneath me, you horny winged nympho!” Dayson growled even as his little bracelet began to skip it’s usual warm stage and go straight to hot. He felt so strange… as if the world itself revolved around them…

She whimpered in need and gasped. She always got so turned on when he talked to her like that. So he pushed it, knowing exactly what would drive her to the next level.

“I’m going to take you,” Dayson growled, his voice even deeper. “I’m going to take you and breed you like the good girl you are.”

Dayson shivered at two of those words, but they seemed to slide away at the sight of Lily’s tits swelling again. She was so easy to get filled. All western pegasi got like this during the Long Heat—at least after the Filling—but Lily was special. She could practically fill up on command!

“Oooh!” Lily moaned as his skin prickled and pink motes of light swirled around them. “I want it, Dayson. Breed me. Ram yourself into me and fuck me hard!”

Dayson smiled, glad that she was so faithful with her spellmeds. The anti-conception spell would keep her from getting really knocked up. But just last week, when he’d taken her from behind, she’d confessed her favorite kinks. Yeah, she’d been smashed, but in all the times they’d fucked since then, she’d never stopped him from saying it.

Who would have thought such a hot piece of flank like Lily Valley would get off on the idea of being turned into nothing more than a broodmare, existing for little more than filling the world with more and more ponies?

Dayson felt magic swirling around him, but he ignored it. That didn’t matter. What mattered was he needed to breed his best friend.

With a a grunt, he rose to his feet, while making sure she didn’t slip off his stallionhood. She was so light! She wrapped her legs around him and continued to jerk and twitch on his stallionhood.

When he stood upright, holding her ass in his strong hands, their eyes met. She licked her lips. He licked his.

A few steps later, and he bore her to the soft surface of their bed. Lily’s wings flared, but the impact still rattled him a little. Lily grunted in need, grabbed his face and yanked him down for a hot and heavy kiss.

“Breed me,” she growled. “Make me your little pegasus bitch.”

Dayson adjusted his position and made sure he had the right leverage. Then he pistoned into her like a machine.

Her wings twitched and jerked as she screamed his name. Within seconds, she was simply a babbling mess of hungry, needy lust.

He loved it when he drove her to this… which was like every night. He brushed his hair out of his face, the bulging muscles of his arm blocking his view for a second. He glanced at the brilliant pink bracelet—thought he couldn’t remember when he’d put that on—then hammered into her more.

He slammed into his mare and felt the rush of power. He loved being able to fuck her whenever he wanted. She loved it just as much.

A wave of pink washed over the room.

They both loved it. There was something so hot about knocking her up whenever he wanted. After all, no spell could stop him from implanting his seed into her. Yeah, the babies would always be ponies, but he didn’t care. She loved being swollen with life, her tits always leaking. Since they’d met in college ten years ago, they’d been unable to stop for more than a few nights. Their friends thought it weird, but they didn’t care. He lived to ram his stallionhood into her. She lived to be speared on him.

They would go again and again… she couldn’t not marry him, especially after he’d knocked her up with triplets. Everypony else said they should slow down, but they couldn’t. They existed for this moment. They both needed—

The world tilted and a wave of white washed over the room. Dayson shivered as the strangest sensation rushed through his brain. He felt something leaking from his mind… almost as if… somepony had rewound time itself. Rewritten reality.

Time paused for just a moment, but this time, so did he.

I turn away for five minutes and this is what you do? A faint tsking sounded in his head. You don’t get to change that much… anyway, neither of you actually want that… at least not permanently. So, let’s try this again…

The words sounded famil—

He blinked and smiled down at Lily’s gorgeous flushed face and beautiful eyes. His friend smiled up at him encouragingly. He blushed a little, still having trouble believing that she had wanted him, even after his little spell trick with her tits.

He slowly began to thrust into her. Milk leaked down her sides and her lips formed a little O as he fucked her gently and very, very thoroughly.

“Why… did I wait… oooh…” Lily moaned. “Wait so long… to let you fuck me…?”

“You… mmmm… you said you liked mares…”

“Mmmm…” Lily’s hand brushed his cheek. She gasped as he hit a sensitive spot. “I still think… ooo… you’d… right there… you’d make a really hot mare… but… but I think this… this will… aahhhh! This will do!”

He sped up a little. She gasped with every thrust… and released her magic on him. He smiled at his friend. She smiled back and she began to twitch.

He glanced up and out the window… and blinked.

Against a tree outside, two gorgeous naked pegasi were eagerly eating each other out on the ground. Near a bush, an extremely busty unicorn mare gave a gorgeous hunk of a stallion a titjob. She made sure to lick his stallionhood every single time she slid up and down him. He watched a teacher sit on a bench, her legs wide open, as a student lapped at her pussy. Two unicorns, a mare and a stallion, suckled on the leaking tits of a pegasus mare, their eager lips pinning her to a tree. On the far side of the small quad, a single mare was surrounded by stunning males and females, writhing as she accepted her place in the familiar Herd Ceremony.

Dayson gaped at the sight. It was daytime outside! Only a few clouds in the sky. And even in the middle of the day, he saw it and knew it was perfectly normal. After all, unlike those silly mythical humans, ponies actually embraced their sexual desires. It was perfectly normal.

Dayson watched as the stallion suckling from the pegasus mare starting writhing. The mare on her other tit didn’t stop, but her horn burned with bright orange fire.

Before Dayson’s eyes, the handsome stallion’s muzzle softened. His hair lengthened. His body tone became petite and delicate.

Then, an enormous pair of tits swelled into existence on her chest. Her naked hips bucked and despite the distance, Dayson could see her stallionhood transforming into a sopping wet pussy. The new mare stumbled away from the two other mares, her hands probing her body until she found her sex… and then her fingers plunged into her.

Instantly, the unicorn used her magic to pull the new mare’s hand free. She sent a shock of magic into her tits and the new mare gasped, clutching her breasts as milk began to spray out.

In an instant, both the pegasus mare and the unicorn mare descended upon their new marefriend.

Dayson could tell she was cumming within seconds. She was being a good—

Then a bolt of lightning streaked across the sky, blinding him. When the images faded, he was riding the gorgeous Lily again… though he couldn’t remember if he’d ever stopped.

Mmm… that was fun, wasn’t it? A delicate whisper sounded in his head. A little preview of what’s to come…

“Dayson…” she moaned, grabbing his attention again. “Please… I’ve… I’ve only felt it twice before… but I want it now! Cum in me!”

Dayson looked back up, but saw nothing in the storm. He dismissed the errant thoughts. A strange compulsion rushed over him. He focused on his friend and shoved himself deep into her. To his surprise, she leaned up and started suckling one of his nipples.

That was the point of no return.

His body went into automatic. His hips hammered into the squealing pegasus. Her wings twitched and wrapped around, holding him tight. He rubbed his entire body against hers. He could feel every taut muscle. He could feel her two enormous milky tits. He could feel her sweat-soaked coat. He could feel her twitching feathers. He could feel her eager pussy gripping him.

She shifted beneath him, looked into his eyes and kissed him hard. Even though the kiss, he could hear the next words clear as day.

“Cum in me, good girl…”

His mind exploded. Shortly thereafter, his body followed suit.

He erupted inside of her, yelling her name as his stallionhood twitched and spasmed. He could feel her pussy clamping down tight, milking his rod while her wings kept her pressed against him, hilting him inside of her. They both groaned and shuddered in tandem.

Dayson thought he might pass out at the sensation of her eager pussy shaking around his spasming stallionhood.

Then… he actually did.

—

When he woke up, the rain had stopped… but he still felt oddly wet. He blinked and glanced around. He registered that he was lying on the mat in the back of the Archeology Lab… then he registered something else. Namely, that a very disheveled, very sweaty and very flushed-looking Becky Malsen blinking at him.

From on top of him.

And she was stark naked.

Not only that… but they were… err… together…

He froze and tried to remember what the hell had just happened. It was all sort of a blur. He only remembered fragments… but a few fragments freaked him the fuck out.

Did I actually think she was my wife at one point?! Did she actually beg me to breed her?!

Then something more immediate grabbed his attention. Namely, that Becky wasn’t actually interested in guys, least of all him!

Granted, they were close friends, but he knew that’s all he’d ever get from her.

She’d turned him down enough times. And she’s brought enough girls up here—usually for makeout sessions—to make it clear what her preferences were. She had no interest in him.

She also—supposedly—didn’t have any interesting in what was currently still hard between his legs. At least… at least it felt human instead of that monster he’d had.

It didn’t change the fact that his manhood was currently buried in her wet sex.

Becky’s eyes wandered over him. “Did… did that all really just happen?”

“I…” Dayson thought quick. He didn’t really want to say anything stupid right now. “I don’t know. What do you think happened?”

Becky hesitated for a moment. She bit her lip and a strand of hair fell over her left eye. Unwittingly, he felt himself twitch. Her eyes widened.

“You… you suddenly had on a band with the emblem of Lethne on it,” she said slowly. Her eyes wandered to the strange warm band on his wrist. “You… you… I asked you to turn me into one of the priestesses.”

Dayson wanted to add that there was a little more when she hesitated again, but he wasn’t a total idiot.

Becky finally met his eyes again. They sparkled in the light of the rain-streaked window.

“Then you turned me into a pegasus furry—a pegasus pony—and…” Becky shivered in delight and Dayson could feel her clench around him. “Then we fucked like crazy after…” She licked her lips. “After I ordered you to make me bi and you grew the biggest dick I’d ever seen.”

“Um…” Dayson said, which was totally brilliant.

Becky shivered and adjusted position atop him… which caused Dayson to shift position inside of her. She moaned slightly and shuddered.

“Oh fuck it,” she spat.

Without letting him slip out, she sat upright and straddled his hips.Dayson stared at her gorgeous human body, completely nude, coated in sweat, and glistening in the faint light. Her nipples were hard, her lips were parted and her body lean.

She moaned lewdly as she twisted her hips and he gasped as he felt her pussy clamp down on his dick.

“Whatever happened…” Becky moaned as one of her hands caressed her breasts. “All I’m sure of is that I have never been fucked like that before.”

She licked her lips, leaned down, smashed her tits against her chest and kissed him with the same ferocity Lily had.

When she broke off, he could barely move from the shock.

“Whatever just happened, I want more.” Becky growled. She sounded as husky and heated as she did while talking about ancient manuscripts. “I’ve teased you for months. We both know it. I know I have… I saw you getting off to me making out with Daisy Harion. Mmm… just knowing you were watching us made her taste all the better…”

He gasped… but when her hands ran up his chest, he couldn’t deny it.

“I’ve experimented before…” she whispered. “And if that band on your wrist is real… I want to be your new experiment.”

She bit her lip again and bucked her hips against his.

“So…” she said with a sly smile. “I think it’s only fair that you get to fuck your new test subject.”

“…really?” Dayson said. It wasn’t all that smart… since she was already breathing heavily while she rocked on his hips.

“Depends… think you can do that trick again?”

“Which… which one?” Dayson asked timidly.

“Pick one…” Becky whispered in his ear before nibbling on his neck. “The tits… the wings—oh those were sexy—the tail… or even—”

Becky shuddered atop him, squeaking in his ear.

“Even… making me think I was Lily.”

Becky might be into some… strange kinks. But since Dayson had wanted her for so long, it didn’t feel right judging. Plus, there was the whole fucking thing.

“You want to be my… test subject?” Dayson asked. “Just… that?”

Becky pulled away and her hips stopped for a moment. It almost made Dayson beg in need.

Finally, after what felt like forever, she said in a quiet voice, “How about… girlfriend?”

Becky’s head darted down and started to lap at his nipples. Without any control at that attack, Dayson arched his back and his hips, driving himself deeper into Becky. She groaned, grabbed his wrists and yanked them above his head before making out with him again.

He could feel the magic around him. He could feel Becky’s tongue in his mouth. He could feel her lust. He could feel—

Huh… she actually does like you… That same sexy voice was back, sounding curious and a little amused. Well, good for you! Now, I think it’s time you give your new marefriend what she wants… hmm?

—her hips grinding hard against his. He could feel the band begin to warm. He could feel himself growing a little. He could feel her tits swelling against his chest. He could feel her lusty moans as he fondled her large nipples.

He could feel the first trickles of milk leak over him as the soft fur begin to come in.

“How about… marefriend?” Dayson asked.

Becky’s eyes smoldered and she kissed him hard, moaning as the transformation began to take her.

The moment he felt her pussy adjust to her new pegasus body, he started to cum in her. But that was okay… because she was already cumming too…

Some part of him knew this was all a dream. The rest of him told that part to shut up and fuck his new marefriend.

“Be a good girl and teach me how to take a cock,” she whispered into his ear.

Why did she call me a—oh Goddess I need her now!

He turned her over, looked into Lily’s gorgeous eyes, saw a strange combination of Becky and Lily behind them, and gave the mare exactly what she wanted.

Author's Note

Heeeee! Things got a little out of hand... or hoof? Dunno. Hope you liked it! Next, Dayson's gonna have a little chat with someone about some stuff! Need to set up some ground rules! If you mistakes or stuff like that, lemme know by private message please! Thx so much!