The original Twilight – at least, she was pretty sure she was the original; she might have lost track – hurried off in pursuit of Rainbow Dash. She knew her task would be the most difficult to keep up with ... but also the most intriguing.

Because she was them and they were her, she knew all the other Twilights were pining for a taste of Rainbow Dash, and she would be the one to actually pursue her perky, athletic friend. Cream of the crop! If only ... if only she wasn't so elusive!

How was Rainbow so fast, though? Twilight thought she’d been getting pretty good with her wings, but not good enough to keep up with the fastest flyer in all of Equestria, apparently. Not even when the fastest flyer in all of Equestria was taking breaks to bang every stallion she met along the way.

Twilight’s tracking spell was almost unnecessary. She just needed to follow the trail of confused – but quite satisfied – stallions. Stud after stud she passed with the same vacant, happy look on their faces, their cocks wet and drooping the same way, their pants all hanging open. Here or there, a bit of Rainbow’s clothing left behind. Some had angry wives or special someponies berating them, some didn’t. But all of them were down for the count. How could rainbow be so fast at this? Sure, she could fly faster than anypony, but how was she draining stallions so fast?

When Twilight finally caught up with Rainbow Dash, she found the poor mare in quite a state: completely nude, dripping with cum, and desperately racing from stallion to stallion, begging for more.

But none of them had any more to give. Every stud in Ponyville seemed drained. Had Rainbow really worn all of them out before Twilight even managed to catch up to her? How was that even possible? More to the point, how was she supposed to take notes on the potion’s effects on Rainbow if all the action was already over?

How could she fail like this? The other Twilights were never going to forgive her for this! Here she was, with the most coveted assignment of all, and she’d completely blown it. Even after they recombined, she knew that four fifths of herself was going to be hating her for missing out like this. Heck, maybe that last fifth too – she was really kicking herself now, and she probably would be later, too. How could she have dropped the ball like this?

Wait, though. What if not all was lost? Could there be some kind of spell to use? Maybe something to make the stallions hard again? No, only Cadance could do that without the aid of potions. Use a time spell to rewind everything so she could watch it in progress? No, not with only one fifth of her magic power. Summon a stallion? No, that would take too much power, too. But there had to be some way for her to...

Aha! There was a certain spell she could use, one that would be within her current power limits. It was a very tricky spell, but didn’t require much power.

Now, to put it into effect before Rainbow Dash shot off in search of more stallions...

Quickly, Twilight shrugged off her lab coat, leaving her in just the plain shirt and skirt she ordinarily wore. The important part, though, was reaching up underneath that skirt to pull down her panties. She’d done this spell before without that cautionary step, to her immediate regret. She wouldn’t make the same mistake again.

Once she had enough space for what would come, she spread her legs apart slightly and concentrated on her spell. It was indeed complicated, and it took all of her concentration to make sure she got the details right. But it was worth it – the details were what made the real difference in the end, after all.

There, done.

Taking a deep breath, Twilight looked down and lifted her skirt, checking her results.

Perfect. A lovely lavender horsecock hung between her legs, already out of its sheath, with a plump, smooth pair of balls to match. If she couldn’t summon a stallion, she’d become a stallion ... or near enough.

Now, to seduce Rainbow Dash. That shouldn’t be too hard, given the way the mare was still darting from stallion to stallion, trying to coax a second wind out of one of them. Probably best to just take the simple approach.

“Hey there Rainbow,” Twilight said, approaching her friend with a smug swagger. She put an extra roll in the motions of her hips, knowing the tip of her fancy new cock would be hanging low enough to be visible under the hem of her skirt.

Rainbow zoomed up to her, grabbing her by the shoulders. “Are you bringing me more stallions? Please tell me you’re bringing more stallions!” She looked over Twilight’s shoulder, glancing around behind her. “Are they coming? Where are they?”

Quite worked up, indeed. She’d have to add this to the notebook. But not now. Right now, she had other things to do.

Stepping back a little, Twilight lifted the front of her skirt and turned her body side to side. Her thick, veiny cock swung between her thighs like a clapper in a bell.

Rainbow’s eyes went huge. Her mouth dropped open wide. “T-Twilight? Is that a...? How long have you had that and not told us?”

One would think that Rainbow would remember. After all, they’d been on a beach trip just last week, and there was no way Twilight could have hidden an endowment like this in the little bikini she’d worn. But maybe it was just the effects of the potion. Rainbow was obviously quite distracted by that swinging mare meat. Probably far too distracted to think back to last week.

In fact, Rainbow was already getting down on her knees in front of Twilight, reaching for it.

“Oh, I haven’t had it very long at all,” Twilight said teasingly. “But if you—”

She gasped as Rainbow nonchalantly hefted that purple cock up and plunged her mouth down onto it. Woah. She was really good at this! Twilight had given herself a fairly impressive length and girth, especially given her somewhat petite body size, but Rainbow seemed to have no problem swallowing it all the way down to the sheath.

Wow. Oh wow. Twilight’s hands shook a little as she felt her shaft harden inside Rainbow’s eagerly gulping throat. No wonder she was able to get all those stallions off so quickly! Even as she grew as hard as she possibly could, Rainbow’s mouth kept pounding down on her, taking her all the way to the base. Rainbow held her purple balls in both hands, cherishing them and subtly massaging them, as if priming them to pump as much as possible. And Rainbow’s throat was so tight! Her petite frame had barely enough room for such a cock inside it.

More quickly than Twilight would have thought possible, she felt the extra tightness of her flare swelling deep inside Rainbow’s throat. Rainbow moaned as Twilight grabbed the back of her mane and shoved even deeper, making that rainbow hair almost disappear under her skirt as she started pumping her cum.

And she held Rainbow’s face there as she throbbed pulse after pulse of it deep down Rainbow’s throat. Not that holding Rainbow was difficult. No, she held herself there mostly, not trying to pull back in the slightest, eagerly drinking down huge gulps of Twilight’s cum.

Only after the very last drop was sucked out did Rainbow finally pull her mouth off of Twilight’s cock. She looked up, wiping her lips, even though she still had splatters of other ponies’ cum all over her naked body. “Well, that was nice,” she said a little hoarsely. “But it’s not enough. I still need more. Maybe you could do that to some more mares and then...” She looked down at Twilight’s cock.

Twilight’s cock was still hard. She grinned down at Rainbow. “You were saying?”

Rainbow stared at the tip bobbing and dripping slightly, right in front of her face. The flare had subsided, but she was still rock hard. “Um... You mean you’re, uh, ready to go again? Already?”

“One of the great things about being a mare is the multiple orgasms. You don’t think some silly anatomical spell is going to change that do you?” Twilight nudged her hips forward, booping the tip of her cock against Rainbow’s nose. “How about a bit more of that, and then we can move on to ... other things.”

Already, a new bead of pre-cum was welling up at the tip of Twilight's cock. Rainbow’s gaze lasered in on it instantly.

Interesting, Twilight mused to herself, reaching for her notebook again. So the sight of pre-cum instantly fascinated the test subject, even more than the sight of her cock or the—

Her musings were cut short – and the notebook left empty – when she suddenly felt Rainbow’s lips on her cock again. That was very distracting!

Rainbow was going uncharacteristically slow this time, almost as if she was savoring it. She kept just the tip inside her mouth, and she stroked the rest of Twilight’s already-slick shaft with her hands. Rainbow’s thin, delicate fingers traced over every contour and vein as if she was trying to memorize it. Her fingertips traced the slight concave groove of it from medial ring to where her own lips were, feeling nice and soft since her nails were trimmed to a very practical shortness.

And only slowly did Rainbow start working her way deeper, bobbing her head down in gentle, loving strokes. Each motion brought her just slightly deeper, even as her hands still played across the rest of the shaft, holding its girth reverently.

What really did it for Twilight, though, was when Rainbow looked up at her, finally taking her eyes away from Twilight’s cock and instead meeting her gaze. Twilight felt as if her soul could pour down into those sparkling rosy-pink eyes just as easily as her cum had poured down into Rainbow’s throat. But she couldn’t look away. The look in Rainbow’s eyes was just so adoring and needful. As if she was just begging for Twilight to...

Hm... No time to take notes now. Twilight suddenly knew what she needed to do. She reached down again, took hold of Rainbow’s mane, and pushed.

Rainbow trembled and moaned as Twilight’s cock was unceremoniously shoved down her throat once again. Her hands, which had been caressing the sides of Twilight’s shaft, now slid around Twilight’s legs, reaching around to grab two greedy handfuls of her ass, pulling Twilight toward herself.

Grinning, Twilight held her friend there for a moment. Just holding her still, keeping her throat completely full.

“I told you this would happen,” a passing mare said to her friend. She huffed a little and stuck her nose in the air. “Is this really what Ponyville has come to?”

Her friend, though, twisted her neck almost all the way around as they passed, clearly focused under Twilight’s skirt where Twilight’s sheath pressed against Rainbow’s lips. “Yeah,” the other mare said. “Say... You don’t suppose she could teach me that spell later?”

Twilight turned her attention back down to Rainbow, who was staring up at her with needy, desperate eyes as her hands clawed at Twilight from behind. Twilight wasn’t sure if Rainbow was desperate for more, or if she was desperate to breathe... Well, better safe than sorry...

When she pulled her hips back and withdrew her dripping-wet cock out of Rainbow’s mouth, though, it soon became abundantly clear which one Rainbow was desperate for. Without even pausing to take a breath, Rainbow dove back down onto Twilight’s cock. She took the entire thing down again in one deep plunge, once again planting her lips against Twilight’s sheath.

This time, though, Twilight didn’t just luxuriate in the feeling of her entire – and rather unfamiliar – length being swathed in the tight warm confines of Rainbow’s throat. This time, she was ready to make it a face-fucking for the ages.

Rainbow’s mane was always a little scruffy and messy at the best of times. Now, matted with her sweat and the cum of untold dozens of stallions, was not the best of times. But that didn’t stop Twilight from grabbing the mess with both hands, clenching the sticky hair tightly into her fists. And then, with two perfect handles, absolutely railing Rainbow’s face. She pulled out as far as her arms could reach, which wasn’t quite enough to pull her tip all the way out of Rainbow’s mouth, more like placing it against her tongue. And then she rammed it ruthlessly back in. And again. And again. Damn, Rainbow’s mouth felt so good! But she held herself back as long as she could. She knew her friend needed this kind of treatment right now ... and what else were friends for?

By now, a few of the stallions littered around the street were recovering and picking themselves back up. Strangely, though, none of them seemed willing to try for another round with Rainbow Dash. Maybe they were just satisfied with what they’d had. Maybe they were put off by the unholy mess dripping from Rainbow’s pussy lips. Maybe they were a bit intimidated by the sloppy-wet lewdness of Twilight’s mare-cock absolutely rutting her friend’s throat.

And that intensity wasn’t waning. Twilight didn’t slow down in the slightest as her flare began to swell, bulging Rainbow’s neck outward every time it pulled up or plunged down.

Rainbow was actually starting to struggle, though. The wide flare of Twilight’s tip was really making her choke as it battered its way up and down through her esophagus. Rainbow sputtered and coughed with every heavy thrust, her whole body recoiled each time Twilight’s balls bashed into her chin, and drool ran in rivulets down her body. But she still kept her hands in place on Twilight’s thighs, desperately pulling her in for more, more, and more.

Unfortunately for her, there was only so much Twilight could give. She was quickly reaching the limit of how long she could hold herself back.

So she didn’t. By now, since she was sure that Rainbow would absolutely adore it, she let herself relax a little and let that building pressure inside of her flow freely. This time, though, she didn’t press as deeply as possible and pump her cum straight into Rainbow’s belly – she felt like being a bit more decorative about it.

Twilight didn’t pull completely out of Rainbow’s mouth in time, though, partly due to Rainbow still hanging onto her and trying to keep her inside. So the first stream of cum splashed into and filled Rainbow’s mouth, spilling out around her lips as the massiveness of Twilight’s flare forced her mouth open. That deluge of flavor swirling over her tongue seemed to satiate Rainbow a bit, though ... which meant that Twilight was free to pull all the way out and paint Rainbow with the rest of it.

Who cared if Rainbow’s whole body was already sticky with other bursts of cum from other ponies? This was Twilight’s turn to claim her friend, and she was going to take full advantage of it. After artfully draping Rainbow’s face and mane with the next couple of bursts, she grabbed the base of her cock and pointed it a bit lower, liberally splattering Rainbow’s body with the rest of her payload. Rainbow had never been a particularly busty one, but her small, perky tits still made a lovely canvas for the new splashes of white cream decorating it.

And Rainbow seemed to think so, too. She reached down to smear it against her fur, mixing it with the cum already there ... and then she brought it up to her mouth. She’d already swallowed what Twilight gave her there, so now she worked on sucking even more off of her own fingers.

Not that Twilight was going to give her very long to revel in the taste. While Rainbow was still distracted licking the fresh load of cum off of herself, Twilight whipped off the rest of her clothes. This was going to get messy, and she needed something to wear on the way back to the other Twilights. Then, cock bobbing and dripping in front of her as she walked, she went around behind Rainbow.

This was probably the best angle to appreciate Rainbow Dash from. Even with her tail matted and her fur covered with suspicious stains – or maybe especially like that – Rainbow was just gorgeous from behind. She wasn’t exactly buff, she was just toned and lithe, from the smooth ripples of wing muscles under her shoulders, down across the gloriously arched curves of her back, to the true prize: the tight, round cheeks of her ass. Not the biggest, not by far, but just exquisitely shaped. Perky and firm-looking, with a generous gap between her thighs where the wet and well-used lips of her pussy peeked out temptingly. The kneeling angle Rainbow was at now obviously helped things even more, but she was a mare who’d be mouth-watering from any angle.

Which is to say, of course, that Twilight wasted no time getting on her knees herself, right there on the grassy road, right there behind Rainbow.

The feeling of Twilight’s hands gripping her narrow waist and Twilight’s tip prodding at her pussy lips finally snapped Rainbow out of the daze she’d been in, attempting to swallow every bit of cum from her body. Both Twilight’s and others’. Instantly, Rainbow sprung more upright, holding herself up with her hands on the grass, pressing herself back toward Twilight.

And Twilight was happy to oblige. She pressed forward herself, watching with a happy grin as her tip spread apart Rainbow’s pussy lips, beginning to slide in. She didn’t even mind the other ponies’ cum leaking out around her shaft as it worked its way deeper. What was it to her? She’d had her share of fun with stallions in the past. If she didn’t mind it squirting inside her, why should she mind it coating her cock? And besides, as it mixed with Rainbow's own desperate juices, it made pretty good lube.

She took her time with this, enjoying it. This was what all the other Twilights had been wanting so badly, so she took the time to feel every nuance of the way Rainbow’s tight inner walls glided around the sides of her shaft, the way Rainbow’s firm muscles felt under her hands as she squeezed, and the way Rainbow whimpered as she slowly filled her pussy with much-needed mare-cock. Wow. Twilight had never heard such sounds coming from Rainbow Dash before. It was ... well, it was adorable, actually. Little squeaky moans that Rainbow obviously couldn’t quite control.

“Mmm,” Twilgiht said, savoring the feeling of hilting her cock inside her friend for the very first time, “you really want this, don’t you?”

Twilight had expected Rainbow to bristle at such teasing, maybe to fire back a verbal jab or two, or at least an annoyed look. But no. Rainbow was beyond that now – far beyond that. All she did was turn her head to give Twilight that needy look again and say, “Please Twilight...”

Wow. This potion was really powerful stuff. Twilight might have taken the time to make a note about possibly reducing the potency ... if her hands weren’t busy and if her notepad wasn’t sitting atop a pile of rumpled clothes just out of reach. Anyway, she had a greater responsibility. A responsibility to her friend. It was her fault that Rainbow was so desperate in the first place, so it was her job to make sure Rainbow was satisfied.

And that was a job she was going to take seriously. Tightening her grip around Rainbow’s waist, Twilight started thrusting. No more gentleness, no more savoring the feeling. Now was the time to give Rainbow the raw, primal rutting she needed. With every push, Twilight’s balls thudded against Rainbow’s thighs, and with every pull, Rainbow’s inner walls clenched down around her shaft as if begging her not to take it away. But Twilight could not be stopped. She was determined to give Rainbow everything she had.

Even so, she could tell why nopony else had lasted very long for Rainbow. Goddess she was tight! Twilight hadn’t made her cock overly huge or anything, but the grip of Rainbow’s inner walls around her shaft was phenomenal. She couldn’t help but slide one hand downward to squeeze the firm, perfect cheeks of Rainbow’s ass as she repeatedly bumped against it, causing scarcely a ripple in Rainbow’s toned body. Twilight could distinctly feel the squeezing ring of Rainbow's entrance pulsing up and down against the base of her cock – she never pulled out very far – but the rest of her was nearly just as tight, not to mention the occasional pulses of extra tightness in those warm depths as Rainbow’s desperate body squeezed down on her.

One of the stallions Rainbow had drained – his limp cock still hanging from his pants as he dazedly walked – patted Twilight on the shoulder as he passed on his way home. “Good on ya, Princess,” he said. “I gave her my best, but it just wasn’t good enough. Glad you’re here.”

Twilight only glanced away from Rainbow’s lithe back and outspread wings for a moment. Just long enough to recognize Caramel – a stallion she herself had fooled around with not long after she first arrived in Ponyville. He’d been plenty for her at the time. It really spoke to the depth of Rainbow’s need that he hadn’t even put a dent in Rainbow’s unquenchable lust.

And even though she already felt her cock flaring again, she knew she was going to do her very best to make sure Rainbow got everything she needed now. She didn’t slow in the slightest as the breadth of her flare stretched Rainbow out from the inside. If anything, she started rutting her friend harder.

The only pause came when her dam finally burst, when she finally pumped yet another bountiful load of cum, this time directly into Rainbow’s waiting – and already quite full – womb. Of course the excess cum came flowing out, splashing against Twilight’s crotch, drizzling down Rainbow’s shapely thighs. Twilight’s cock pulsed again and again, pumping hard to give Rainbow what she wanted. What she needed.

This time, though, when Twilight’s cock finally went still and her flare subsided, she didn’t pull it out. No, Rainbow wasn’t satisfied yet, so Twilight’s job wasn’t done. She went right back to pounding her cock into her friend’s pussy, now even wetter and sloppier. She paid no attention to the warm soup of cum coating her cock and everything around it, nor to the growing puddle between their legs. All that mattered was giving Rainbow all the cock she needed. She’d keep going through a hundred orgasms if she had to!

It seemed like that probably wouldn’t be necessary, though. Not if the way Rainbow’s legs were tensing and the way her wings were trembling was anything to go by.

Twilight redoubled her efforts. If Rainbow was that close to her very needed orgasm, it would be best to get her there as quickly as possible. She knew that was the way Rainbow liked to live, and she had to at least keep up the pretense that this was all about Rainbow and what Rainbow needed, right?

So she absolutely slammed herself against Rainbow’s lithe body, her cock churning inside Rainbow’s sloppy pussy hard enough to splash a little excess cum out with every push. Rainbow screamed, her fingers digging into the grass as her whole body went stiff. Any moment now...

Yes! Rainbow flicked her head upward as her entire back suddenly arched. Her pussy squeezed down on Twilight’s cock like never before, practically locking her in place before the rhythmic pulses started. Warm mare-cum – and lots of leftover regular cum – splashed outward, dousing Twilight all over again, and with such force that some of it splashed all the way up to Twilight’s modest breasts. Twilight held her cock as deeply inside as it could possibly go throughout all of it, not just holding in place, but actively pushing deeper, giving Rainbow absolutely every last little bit of fulfillment she could possibly get.

“T-Twilight,” Rainbow forced out through her gritted teeth.

Twilight caressed her unbelievable tense back as she felt the internal pulses of Rainbow’s orgasm begin to subside. “Uh-huh?”

“Your ... your cock is ... so...”

“Yes?” Twilight’s eyes went a little wider; she was hanging on Rainbow’s every word.

But there were no more words for her. Not for now, anyway. As the unbelievable tension finally flowed out of Rainbow’s body, her eyelids drooped. Her last thoughts before sleep were lost in an unintelligible mumble before her face hit the grass.

She was already snoring.

Wow, fast at everything, huh? Twilight looked down at where her hard cock still filled Rainbow’s dripping pussy. Hm... Maybe she could go ahead and work her way to blowing just one more load inside her friend before going back to meet up with the other Twilights?

Hm... Better not, though. They were right out in public, after all, and she knew Rainbow would appreciate waking up somewhere private, with clothes on. Another time, perhaps... Maybe after getting a taste of mare cock, Rainbow would want more. And then they could have a sleepover.

With that pleasant thought in mind, Twilight eased her cock out of Rainbow's tight pussy and started working toward getting everything back to normal.

Author's Note

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