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!