The mares school, a stallions challenge

I woke up as I heard movement nearby, as my eyes focused I saw Sunset's pussy and ass next to my face. She had only walked next to my bed and turned her back to me as she undressed in front of me, she must've been aware of me being awake as her magic was opening her pussy allowing me to see inside. Slowly she pulled up a clean pair of purple panties as she wiggled her hips, once they were on she turned around and kissed me on the head. "Enjoyed the sight?" she asked looking at my covers, and judging from the bulge in the covers she got her answer.

I got out of bed and undressed as she watched me, as I put on my panties she cast a spell on them. "Just a little spell to hide your bulge," she said, "don't want the other girls to see that through your skirt now do we?", I put on the rest of my school uniform whilst being thankful I didn't have to wear a bra. Sunset, on the other hand, asked me to help her with her bra, it took me a while to figure out how to do it but Sunset instructed me on what to do.

Once we were dressed we left our room and headed towards school, since we had some free time she took me to meet her friends. Once introduced we headed to a secluded spot so no-pony would eavesdrop on us before Sunset explained my dilemma to them, they gave me a few curious but interested looks with an "aw" coming from Rarity when they heard that I was doing this for my sister. Thankfully they were very understanding about the situation, I did notice Twilight eyeing me up like a test subject. "Silk, Sunset I think I might have something that can help," she said, "Please come to my room when school is over" she continued as we headed for our first class.

Some of the other girls looked at me but it was mostly the new student in school look, Sunset explained "don't worry they won't try anything with you as they think you're our girlfriend". True to her words the girls only had friendly conversations with me, this helped the day to go by quite happily as I went from class to class. As the last class was finishing I was wondering what Twilight was planning, the last bell went as Sunset and I headed towards Twilights room.

Sunset knocked on her door before it opened revealing Twilight and Rarity inside, "don't worry they share a room so it makes it easier" Sunset said. "Oh and for the record Fluttershy is roomies with Rainbow while Pinkie is roomies with Applejack", we headed into the room as Twilight held a small device. As Sunset closed the door behind me Twilight asked me to remove my top, confused I did what she said before she placed the device on my bare chest. Using a syringe she drew some blood from me and put it into a machine she had while the device on me lit up, "just checking your DNA" she said as she typed a few things into her laptop.

A few minutes later she assembled a few things before handing me a bracelet as she removed the device from my chest, I placed the bracelet on my right wrist as I wondered what it was for. She touched the green gem on the top and rotated it 180 making it click, as it clicked my body started to change. It felt weird as I tried to get used to the sensation, I noticed my chest starting to develop breasts but staying quite small and flat like. My hips widened a little as my hips shrunk a bit, I also felt something disappear down below.

Before I could react Sunset had grabbed my skirt and unzipped it before pulling it down with my panties, I could see that my dick was now missing as I could see a patch of baby blue pubes where my cock should be. A new sensation hit me as Sunset moved close enough to lick me, the pleasure is different from when she sucked me off last night. I trembled as her tongue entered my pussy as she explored new parts of my body, Rarity walked up to me and kissed me as she grabbed my butt. I felt her fingers slip into my anus as she started fingering my butt, her other hand grabbed my breast and started playing with it.

My mind was assaulted with the new sensations from what they were doing to me, Sunset's tongue was moving wildly in my pussy as Rarity squeezed and pinched my breast. Rarity stopped kissing me as she knelt down behind me, Sunset held my ass cheeks apart as I felt Rarity replacing her fingers with her tongue. Rarity's hands moved up towards my breasts as her tongue went deep into my ass, my hands couldn't help but grab their horns as my legs started to buckle from under me.

Twilight had a notepad in her hands which she put onto her bed before grabbing me, she helped me stay standing up as the other two caused me to cum. It felt similar but different to when I was still a stallion, my body twitched as their tongue carried on ravaging my insides. They were obviously experienced with their tongues as I felt a second orgasm quickly approaching, Their tongues drove deep into me as my body started going limp in Twilights arms. Twilight started kissing me lightly as the other two finally withdrew their tongues, they gave me a few gentle licks before giving my pussy and ass a kiss.

As the two moved out from under me Twilight helped me over to her bed so I could regain my strength, as I layed there Twilight rotated the gem again making me return to being a stallion. "It's not permanent but it should last for about an hour so swimming classes should be safe with this," she said, "when the timer is up the gem will change to red. When it's green then you can use it again" she continued, She dropped her skirt and pulled her panties down as I saw her three toned purple/magenta pubes.

Looking down I saw that Rarity had removed her skirt and panties too, her purple pubes came into view as I heard Sunset dropping her skirt and panties too. Both Sunset and Twilight's horns glowed as I felt something on my member, I looked down as I saw my dick glowing before becoming two separate cocks. Twilight climbed on top of my face as she placed her pussy on my face, her pubes tickled my muzzle as my tongue started to lick her pussy. Rarity climbed on top as I felt her pussy slide onto my top member, Sunset went behind her as my second member slipped inside her.

The two girls started bouncing on my lap as I felt double the pleasure than I normally would, Twilight looked down at me as I ate her out. Rarity made sure her upward movements were opposite to Sunset's as they bobbed up and down, due to still being sensitive from my earlier two orgasms I couldn't hold back much longer. Both of my cocks twitched as they fired my loads into the girls, it didn't slow them down as they carried on moving their hips. "Don't stop" Sunset said "we have no classes tomorrow so let's milk him dry tonight", hearing this I knew I was going to be in for a long night as they had their way with me.