Part One: Twilight's Machine
In the library lobby, next to the stairs that led to Twilight's room, a device was wired and prepped for usage. It took a square form and had a gaping hole in front. The sides were clear glass which could be seen through easily. Twilight was just in the middle of double checking all the circuitry to ensure no malfunctions would occur. That's when the door knocked.
"Come in," Twilight said, not bothering to take her eyes off the mechanism sitting before her.
Twilight's close friend, Fluttershy entered and asked, "You… wanted my help today, right Twilight?"
With a snooty attitude, Twilight looked over at her, and said, "Yes, you see… this device is an extractor. I'll start at the beginning, though, so you're not completely lost."
Fluttershy sat down and waited to hear Twilight's explanation. "Well… I'm all ears."
"You see," Twilight began, "I recently read a book that Princess Celestia sent me about ancient recipes that allow unicorns the ability to ascertain great doses of power within very short amounts of time. The only problem is… the recipe requires an ingredient that I unfortunately don't have yet. That's where you come in."
Fluttershy looked at her friend with a bashful expression. "But… what do I have to do?"
Twilight scratched her head before speaking. "Well… first… I need to turn you into a stallion."
Fluttershy felt her face turn into a brilliant red as she thought about the notion of having her gender bent, and by her very own friend no less. "Umm… I d-don't think… that's necessary, Twilight… Umm…"
Twilight put her reasonable mind to work in order to convince her friend it wouldn't be anything bad or regrettable. "It would only be for one day… Plus, you'd be helping me out! It'll be over before you ever even knew that it started. Trust me."
Fluttershy fought with her morals for a few moments, but eventually, she was overpowered by Twilight's confident words.
"W-well… okay Twilight… It won't h-hurt, will it?"
Twilight giggled as she said, "No, Fluttershy. It won't hurt… Actually, I'm betting you might end up really enjoying the experience!"
With this, Twilight made sure her friend was ready to commence, which after a quick shrug of the shoulders, the pegasus told her friend that she was probably as prepared as she was ever going to get. Along Fluttershy's entire being starting with her feminine hooves, an orthodox light shined magnificently, and weaved around Fluttershy swiftly as well as Twilight's horn. Fanciful sensations and an odd tingle could be felt near Fluttershy's waist and groin, and in only an instant, the spell was cast. The transformation was complete.
Fluttershy stood and sensed the presence of a peculiar, but homely growth nestled right in between her slightly quivering hind legs.
"W-what is that?" she asked before bending over to see her new and dangling body part. Resting comfortably and already thick was her dick. It had spots of yellow coloring the base followed by pink skin leading loosely all the way up to the very summit. Her head shot up and stared at Twilight with ruby red cheeks.
"That… would be your phallus. You'll want to just... sort of jam it right into this machine… yeah." Twilight giggled sheepishly as Fluttershy approached the device hesitantly. Her legs were not yet situated with this new development, and it showed. Her plot swayed as she gave a little strut forward, giving her a feel of embarrassment as her friend continued to observe.
"Uh… Twilight… You're g-going to watch?" Fluttershy asked inanely.
Twilight explained, "Well, of course. I need to keep track of just how much semen you manage to produce. Though, it probably won't be much, knowing you... No offense."
Fluttershy looked at her friend timidly to ask her, "You had to use me? But, why Twilight? Surely Rainbow would adore having… err, one of these things…"
Twilight blushed slightly and explained further in detail, "Well… the book called for the sperm of a shy, or otherwise timid mare. The type of pony actually didn't matter all that much be it an earth pony, unicorn or pegasus, but you're the only individual that I know who would qualify. The book calls it shy excess substance."
Setting her hooves on the device, the yellow pegasus continued asking her questions. "But… will I be able to make enough?"
Her equine prick aligned itself with the hole, and rested on the edge, which made Twilight's jaw dip slightly as she saw Fluttershy's measurement. It was fully erect, too. Fluttershy squealed, "Stop staring! It's making me feel weird."
Twilight looked away, and said, "Oh…. I think… you'll do just fine…"
Fluttershy looked down, and her eyes showed her unsureness. "So… do I… j-just start humping… or, just… what?"
Looking over the glass surface, Twilight thought it best to detail the mechanics that'll be at work. "The component is equipped with an auto-pressurizer. In other words, it'll do all of the hard work for you, while you get to just… well, enjoy!"
Fluttershy, blushing more than her friend had ever seen before, slowly pushed her new body part in with little trouble. The inside was extremely liquidated, but much more softer than what Fluttershy had been expecting. She gulped at the perverted tool, and despite her knowing this would probably be a pleasurable experience, she took a deep breath, but only to try and settle her nerves. Twilight then freely flipped the switch, and then, a very low buzzing noise could be heard. Right then and there, Fluttershy felt instant pleasure wash over her. She almost couldn't believe how serenely the insides were churning and cranking on their own accord. The machine seemed to know all on its own just how to sooth and gently caress the mare's now pulsating cock.
"Ah…! Twilight… Are you sure about t-this? I feel so a-awkward, letting you see me like this…"
Twilight chuckled at her friend, and explained, "I need to keep an eye on the intake you give. Too much, and you could overload the container. That wouldn't be good, and it'd ruin the carpet."
Fluttershy looked through the glass to see it beginning to fill with small droplets of precum. Looking back at Twilight, she said, "Oh… I doubt… that I could p-possibly overload it… Not that much, I don't think."
Twilight just hummed to herself while circling the contraption and keeping an eye on her friend, who was beginning to moan and twitch a little. The young pegasus's face was the most worried Twilight had ever seen. Her eyes kept blinking with every moan, and she was beginning to salivate due to the surreal amusement she was experiencing. Twilight looked at the glass once more, and said, "Anytime you need to... let it go… just go right on ahead. I won't mind one bit."
Hearing this, Fluttershy gulped once more only to reopen her moist mouth. Finally, her tender hips became tense as she felt herself suddenly blasting into the machine. Moans filled Twilight's room, and even made the purple unicorn start to blush. They weren't loud moans, but very cute sounds of enjoyment. Soon, the container began to overload. Cum spewed out of the creases which caught Twilight's attention.
"Alright Fluttershy, that's enough," Twilight said.
Fluttershy pulled out and backed away with spurts still spraying. Three nice, long lines of cum followed her exit, and then a few smaller ones before Fluttershy was finally able to halt. Huffing vigorously, she leaned against a nearby wall with closed eyes and an opened mouth.
"Wow Fluttershy!" Twilight exclaimed. "You did great! There's enough here to easily fill at least a dozen batches!"
Fluttershy's woozy head lifted itself to see Twilight's body leaned over. she busily looked through the glass with her hooves positioned at the top. At that, Fluttershy got the most diabolic idea her brain had ever conceived. Walking closer towards her friend, she said, "I'm just gonna… go lie down now…"
Twilight waved her hoof to dismiss her friend, too distracted by the extract of the pegasus's sperm to realize Fluttershy gawking bleakly at her flanks.
Fluttershy sneakily approached Twilight's lower legs, and prepared to do something she normally would never do, but something deeply compelled her. With Twilight completely unaware, Fluttershy took her chance, and held Twilight to the machine. Then, the pegasus's open hoof somehow slid right down Twilight's torso, and then her stomach.
"AH! Fluttershy!?"
The unicorn was taken off guard by her friend's sudden assault. Hoofing her snatch to keep her friend in the mood, Fluttershy explained, "Oh, come on Twilight. I saw you watching me while I was getting off on that experience. Why don't… we continue this little experiment of yours?"
Twilight gulped, and claimed, "You're not acting like yourself because of your new stallionhood… You need to stop this... now, Fluttershy!"
The pegasus disregarded this hollow warning and began eating her friend out. The feeling of Fluttershy's unwelcomed, if only impressively soft and tender tongue was weirdly arousing to Twilight. As her moans left her lips, Fluttershy stood over her, and proceeded to position her cock and prepared herself to enter Twilight's shaken, but all too moist pussy.
"P-please… Fluttershy… don't do this," Twilight said. "I'll… I'll use my magic on you!"
Fluttershy's sensitive lips nibbled on her friend's left ear to relax her before saying, "Go on, then. Use your magic to harm me… when after all, this is your entire fault that I'm currently feeling this way."
Twilight closed her eyes as her horn shimmered making Fluttershy back up. Twilight's lips drooped a bit while she took a moment to consider the intense opportunity she was passing up, and realized, "It would only be a quick one-time incident, and it's something that I haven't done before... H-have sex with a transformed mare."
Fluttershy, scared by the shimmering horn lowered her hooves, but suddenly felt them magically wrap around Twilight's waist. While she saw her friend's head turn to the side, Twilight said with a surprising amount of vigor in her tone, "Go easy on me… okay?"
The equine cock was magically sent sliding smoothly in between Twilight's lower lips. As it was moved back and forth by Fluttershy's lustful humps, her moans were joined in with Twilight's. The pegasus lowered her head down to Twilight's neck, and she began to suckle sweetly, letting some spit slide gently down the unicorn's chest. Twilight felt her friend hump at a faster pace, and while Fluttershy kept going, Twilight could hear the machine's cum swishing and burbling with every raunchy thrust. Fluttershy seemed like she had done this sort of pleasurable thing before, but Twilight herself couldn't believe her own courageous choice.
"What if…" Fluttershy began, returning to her original, shy personality. "What if I… you know… cum in you? Will you be alright with that?"
Twilight looked at her friend with a grin, and claimed, "You're actually not producing real cum at all. The substance doesn't have the same characteristics as a real stallion's sperm... So no, I don't mind cream pies one bit!"
Fluttershy continued with her rhythm as she heard this statement. Twilight's hole was much more entertaining than the machine. It was more soft, and highly inviting, and tight. As she enjoyed her pleasurable time with Twilight, her wings began to spread open which signaled her climax was at last approaching.
"Twilight… I think… I'm gonna…"
She was cut off by her friend moaning, "Do it! Just let loose and cum! S-shoot your hot, messy load as deeply as you see fit!"
The last thrust would prove to be the best for both mares. Fluttershy came longingly within her friend, almost touching the very core of Twilight's insides. Juices mixed with Fluttershy's spunk, and it all spilled everywhere as Fluttershy could hardly stop cuming. The soaked floor quickly became slippery thanks to so much jizz. Finally, when the unicorn had no more room to offer, Fluttershy pulled out, causing Twilight's hips to jolt slightly. Fluttershy, too exhausted to keep conscious, passed out on the floor, coating the right portion of her body in her own seed.
Hours would pass before she awoke in her friend's bed, clean and wrapped nicely in warm, cozy blankets.
Part Two: Fluttershy's Lusty Afternoon
Fluttershy felt weary as she rose from the bed that afternoon. She still possessed her thick, and long prick which tingled her gently as the sheets rubbed up against her shaft and sensitive balls. She blinked a few times while shivering at the sudden sensation, and voiced, "I feel... as if I've been asleep for over eight years!" She yawned tiredly, and said, "That sure was a good rest... but, where's Twilight?"
Hopping out of bed nervously, and feeling her already erect schlong with a hoof where she stood, she remembered her embarrassing antics previously, and shame came over her. Luckily for the guilt ridden pegasus, her friend had returned, and coming through the door, Twilight asked sincerely, "Are you feeling any better now that you've had a nap, Fluttershy?"
The pegasus standing before the unicorn merely blushed, and then said, "I'm, uh... s-sorry for what I did earlier, Twilight... That wasn't me at all. That is, I'd never intentionally... I just... don't know what came over me back there. Will you forgive my behavior?"
Twilight hoofed graciously, "Actually, it was kind of fun!" This earned her a gasp from her feathery friend. "I didn't like how you sorta forced yourself on me... but still, it was an exciting experience! In fact..." Twilight winked at Fluttershy while saying boldly, "I think I'm ready for another go. What about you?"
Fluttershy looked all around Twilight's room for a quick second. She asked, "You don't need me anymore for your experiment, though, right? This would just... be for the fun of it?"
Twilight chuckled, and flirted by saying, "Yep! So, what do you say?"
Fluttershy was unable to hold herself back for very long. Her wings were already arising with lusty anticipation. With a sweet, and thankful voice, she said, "Twilight, I'd appreciate... p-plowing you senselessly again, actually." She smiled, and slightly bit her bottom lip as she watched Twilight approach her.
"Why not this time... we begin with my mouth instead?"
"Oh," was Fluttershy's response. "O-okay..."
She felt Twilight's hoof gently nudge her, and resting against the edge of the bed, Fluttershy watched serenely as Twilight began to feel the sides of her schlong, and then the tip. This earned Twilight a desperate huff from her friend as well as a quick, single beat of Fluttershy's wings. Twilight started with a few, nice licks, and every once in a while, Fluttershy would see Twilight giving her dick a generous peck of affection just along the side.
She then lowered herself downwards, and then, using her tongue brashly, she glided back upwards, and gave Fluttershy a wonderfully extensive taste. Hearing her friend as she released yet another strong gasp of pleasure, Twilight looked up and pulled away only for a second to ask her, "Are you okay? I'm not going too awfully quickly, am I?"
She shook her head, and replied, "N-no, Twilight, you're... doing excellent! Maybe... too excellent. You're... pretty good at this... Then again, maybe I'm just that sensitive..."
Twilight giggled, and after winking, she went back down on her friend after saying, "That's a possibility." Bobbing her head up and down carelessly, Twilight got into her very own, smooth rhythm and pace. Plus, since Fluttershy's wings were flapping along happily, Twilight soon became far too content with face fucking one of her best friends in the whole wide world for her to hardly even think clearly. All Twilight could do while allowing her cheeks to be slammed silly was play with herself the whole while, and get herself nice and ready for what was next.
Simultaneously, she continued to stuff more of Fluttershy as far down into the very back of her mouth as she possibly could. It wasn't until Fluttershy's hindhooves both suddenly touched the floor that Fluttershy began bucking on her own, stuffing more of herself into the very back of Twilight's cute maw. The pegasus just couldn't be sure of how much more pleasure she could take. Twilight's mouth was welcoming her entire mass after all. It had been pushed down further than Fluttershy had meant, and she was forcing Twilight to cough a little with her equine, and thick rod practically drowning within the unicorn's throat. Amazingly, despite getting hardly any air, Twilight persistently fought the urge to allow Fluttershy's ring to receive any air whatsoever.
"Just... like that... I just love the way that feels," Fluttershy said with some drool coming down her chin.
She suckled on Fluttershy as naughtily as she could, making her friend throw her head back in euphoria as she came. Fluttershy's lips trembled just as much as her hindhooves did. This acted as a great signal for Twilight letting her know that Fluttershy was about to release her potent, second load. The next part surprised Fluttershy just as much as it enticed her. She looked back down just in time to watch as Twilight nearly gobbled Fluttershy's entire length down again in one nice, and easy gulp. For a moment, she tightly closed her eyes while feeling every thick spurt of Fluttershy's cream paint her throat. Twilight made this instance look all too easy, and erotic at the same time.
It sunk down further, and some of Fluttershy's cum even leaked out through the sides of Twilight's mouth as she nearly became overwhelmed. Just when Twilight seemed to think that the endless streams of cum would never end, Fluttershy bucked her hips one last, powerful time, and she then released a vocal pant of satisfaction. Once Twilight yanked free of Fluttershy's firm hold, a raunchy stream of Fluttershy's hot, messy cum shot out, and coated Twilight's bare and lavender torso.
She smiled at Fluttershy again after a few huffs, and then using a hoof, she brought even more of Fluttershy's clear, white liquids up from her hoof to take another taste. "What're you waiting for?" Twilight asked while she teasingly pointed at her crotch with the other hoof.
It didn't take Fluttershy very much time at all to approach Twilight, and kiss her. "I-if it's alright, p-please turn around, Twilight... I can't bear not to be inside of you for much longer."
Twilight did as Fluttershy kindly requested, and as she went to present herself for her friend, she also saw that Fluttershy was already beating off wildly.
Twilight had thought about saying something, but already, she was being mounted, and felt a familiar pressure. Her mind went blank upon Fluttershy's entry, and with every shake Twilight gave was followed up with moans of pleasure coming from both mares. Twilight allowed Fluttershy to take control for a little bit. She looked up at the blushing pegasus swiftly, and then her head lowered. She breathed in deeply, and said, "You can... g-go deeper if you want. I won't m-mind."
Fluttershy flapped her wings modestly, and with a somewhat goofy look of excitement on her shy face, she continued to pump herself in and out of Twilight's tight snatch. Each time, she got further and further towards reaching Twilight's core. At the same time, and as much as Fluttershy would've hated to admit it, this action wouldn't take her very long to cum once again thanks to Twilight's snug folds. She failed to slow down as a result because every time she backed up, she somehow felt herself being forced back in.
"Twilight? I... can do it on my own..."
She looked down at the purple, shimmering aura surrounding her slim and yellow flanks, and then heard Twilight offer modestly, "Are you sure? I mean, you're doing great, but I considered doing this the last time."
Fluttershy felt her lips quiver with anticipation. Another pump was all it took for her to plead, "I won't be able... to hold out at this speed..."
This encouraged Twilight to stop with her assistance, and she then felt Fluttershy adjust herself, and the pegasus then sighed. Again, she resumed moving happily, and to Twilight's amazement, it didn't take Fluttershy very long at all to find a much more relaxed and satiable rhythm. She burrowed herself deep within, and then came sliding out of Twilight slickly before returning to that rhythm.
"Hah..." She panted even more. "This is... the best, isn't it?"
Twilight didn't answer right away. The two of them became lost in the pleasure. The sounds of their purple and buttery yellow thighs smacking together only helped in arousing them further and further. Fluttershy especially was getting used to the position that she was in. Her humps were quickly complimented by Twilight's moans, but in time, Twilight would start begging for more. It just wasn't enough to fully satisfy her. Neither mare was getting enough, actually, so Twilight started to plead, "F-faster! Please!"
Fluttershy didn't hesitate for a moment. Immediately, and highly skillfully, she bucked her hips sensationally, and throbbed her stick into her friend even more.
"Y-yes! Just like that! Whatever you do, just d-don't stop!"
Fluttershy followed along with Twilight's commands expertly, and started thrusting again at once. The look on Twilight's face, too, said that she had simply never felt anything better in all her life. Twilight's twat was clenching around Fluttershy's well fucked schlong like a hot tunnel, too. She squeezed the pegasus so hard that Fluttershy considered never leaving. Soon, the thuds of her thigh against Twilight's flank became faster, and much more precise. She asked once again for good measurement, "Just like this, right, Twilight?"
She asked this while mostly grunting, but smiling. The scrunching up of her face as Twilight's clenching hole continued to massage her prick helped Fluttershy keep on going, and going, but she also payed attention to Twilight's level of pleasure and joy. After only a couple more loud thrusts, and another adorable whimper, followed by a thankful, toothy grin, Fluttershy nodded. "Yeah," she said in a whisper. Her voice sounded sexy, and as though her breath was just almost absent from her chest. She gasped, and then sighed, "You're... amazing, Fluttershy." After a brief lingering with just her tip inside, and shortly after she reveled in the tug of Twilight's leisure grasp around her dick, Fluttershy buried herself again. Although this time, she dared not hold anything back. The contact that she made with Twilight this time caused an audible and snug sound, and left Twilight gasping for more air yet again. Fluttershy followed up with a groan of her own, mouth wide open with amusement.
Finally, it seemed just about time for them to finish this bit of action up. With the speed at which Fluttershy moved her hips increasing, and every thrust being more powerful than the last, Twilight's horn shimmered, and out came the first rapturous spurt. Fluttershy felt her head waver intensely upwards as this happened, and all she could do following this amazement was glare at the ceiling blankly. A half huffing, and a half sighing sound left her trembling, and innocent lips.
"Ooooohhh, yessss… Twilight...!"
The flood gates opened, and cum spewed out in the amounts of little cups at first. She didn't stop, though, not that Fluttershy could. Right then and there, the pegasus went into complete autopilot. Her mind shutdown with lewd and awesome imaginings of their sexual time together never ending. As for Twilight, she really couldn't care less how long it went on for at that moment because she had lost count of just how many times she came. She was just as absent minded as her feathery partner. Everything around the two became foggy, as though nothing else was even there. Her eyes rolled back while she pleaded, "M-more! F-faster, Fluttershy…"
The pegasus did the best she could, but after only a minute more, everything went hazy for the two again. Momentarily, Twilight got turned around so she could see Fluttershy's scrunching face, and she heard Fluttershy say to her, "I'd... a-actually very much like it if you gave me this cock again someday very soon. I liked using it on you a whole lot, and um... I can't wait until next time."
Twilight sighed, and shortly after feeling Fluttershy pop herself out for the last time that day, Twilight told her, "Believe me, Fluttershy. I can't wait until you use that thing on me again, either!"
