Author's Note

Advance warning that this chapter contains some M/M. Yes, somehow, in a story with six mares, I found a way to slip it in there.

Also, since Fimfic doesn't let you put an author's note on top and bottom, here's a link to a blog post with some of my rationale behind this chapter. Totally optional info for those who want it. Probably read the chapter first though.

9 – Two Birds With One Stone (Fluttershy's Turn)

The atmosphere was tense as the bottle spun. Fluttershy all but vibrated in her seat and watched as the tip glided past each pony in attendance. After a very long few seconds, it stopped at Rarity.

Fluttershy tried not to be disappointed. She liked Rarity. She was beautiful and patient and understood her better than almost anypony, but… Pinkie Pie looked oh so appealing with her broad muzzle and masculine frame.

Rarity rolled her shoulders. “Me again. I'm not complaining, but the random elements of this game may be to its detriment. Poor Pinkie Pie has only had one turn while Fluttershy has had four.”

“Don't worry about me, Rarity!” Pinkie said. “I may be poor in turns, but I'm rich in schlong.” She reached down and jostled her semi-hard cock for emphasis.

“Of course you are,” Rarity muttered. She levitated a die toward her. “Well then, darling, shall we?”

Fluttershy nodded and tossed her die, not even bothering to look down at it. Rarity spun hers in the air, dropped it, and watched, rapt, as it bounced and spun.

Then the changes took hold.

Fluttershy shivered as a warm, soothing wave of bliss and relaxation swept over her, soothing her sore muscles and wiping any trace of fatigue from her body and mind. She couldn't help but groan as she stretched muscles that felt ready for a fresh day despite the late hour. Her die showed a simple heart, signifying rejuvenation.

Rarity, meanwhile, was immediately gripped by a fierce flurry of changes. Her coat ruffled and thinned, eventually receding into her skin, which was in turn darkening from a pure white to pitch black. Gossamer wings erupted from her back, and she watched in horror as holes formed in her legs before her very eyes.

She looked up at the room with wide, pupilless eyes. She trembled in place. “W-what am I?”

Twilight was very still on her throne, her wings frozen in the air beside her. She counted her breaths until she reached ten. “You look like a love-starved changeling. Do you feel… hungry? Are you in any pain?”

The changeling shifted in her chair, taking stock of her new body. “No… I don't. I feel almost the same as I did before. I am a bit colder though, and I feel strangely naked.”

Twilight nodded. Sparks of magic filled the air around her as she examined Rarity. “I can't sense any changeling magic in you, just chaos magic. Discord's spells are just emulating what changelings are like without actually altering you fundamentally. That's why you look like Chrysalis' changelings even though you're surrounded by all of our love.” A faint blush appeared on her cheeks at her own words. “Friendship is just as potent as romantic love,” she quickly covered. “Anyway, you probably also can't change shape like a real changeling either. All cosmetic, so nothing to worry—”

While Twilight was speaking, Rarity was suddenly consumed in bright green flames, and a moment later, the lustrous white unicorn they all knew and loved was back. Rarity looked down at herself, ran a hoof over her chest, then looked up and grinned wickedly. “You were saying, Twilight?”

She jumped to her hooves and started circling the room. As she passed each pony, a flash of green fire consumed her.

“Party party party, my Pinkie sense is tingling,” said a second Pinkie Pie, although this one was the pink mare's usual feminine self.

The real Pinkie Pie spun in her seat and grinned. “Hi me! It's been a while since I've gotten to play with one of my clones!”

Another flash. “Oh, I hope all of my animals are okay without me,” worried Fluttershy, looking more devious than the actual Fluttershy ever did. Flash. “Wonderbolts! Pranks! Ten seconds flat! Etcetera!” Flash. “Apples and family and whatnot.” Flash. “Everypony look at me! I'm a pretty princess!” shouted a duplicate Twilight Sparkle from behind dragon Twilight's chair. “I'm a great friend and everypony loves me!”

Rainbow rolled her eyes. “Why'd she make fun of everypony but Twilight?” she quietly grouched.

The real Twilight Sparkle was having some trouble finding words. Thankfully Rarity soon trotted back to her chair and returned to her own form with another flash of fire. She peered across the table at the others with glee. “Oh, I could get used to this!”

Applejack raised an eyebrow. “Don't y'all have a challenge to do?” she asked.

“What's the matter, Applejack?” Rarity asked. “Feeling impatient for a certain kind of fun all of a sudden?”

Fluttershy reached over to the stack of cards and flipped one over. She squinted at the words, reading the whole message several times before saying, “Um, I think this is more of a challenge for you.” Apparently Discord couldn't even play by his own rules. She smirked at the thought, then recited, “Climax without touching yourself or being touched by your partner.”

“Oooh, that's a doozy!” said Pinkie. “I've only gotten off without being touched once, and Zecora made me promise not to drink strange potions afterward, so maybe I won't ever again.”

Rainbow raised an eyebrow. “Pinkie, I can't believe we've been playing truth or dare with you for years and none of this ever came up.”

The pink pony shrugged. “I was playing to the crowd. You don't eat ass at a wedding or wear a ring gag to a funeral. But if you really want more sexy Pinkie stories, I've got plenty!”

Rarity held up a hoof. “Perhaps someday soon, but at present I have a challenge to fulfil, and I believe I have just the tools to do so.” Another flash of transformative magic flashed across her, and when the green flames died down, Rarity sat in her seat, apparently unchanged. Then she spread her hindlegs, displaying a flawless dark cock. It was a bit dainty, similar to Applejack's own piece, but it was clearly not just for show, with a promising set of heavy balls beneath it.

Fluttershy stirred a bit at the sight. Even after everything that had unfolded that night, seeing Rarity with her flawless thighs spread in a bold, masculine pose, a hard cock standing proudly between them, and a glint in her eyes inviting her to look even closer… it was a lot to take in. “Oh my,” she muttered, trying to wet her suddenly dry lips.

Rarity smiled wider at Fluttershy's reaction. She reached down to her crotch and hooked a hoof around her shaft with care. Her hips jerked a bit at the sensation. “Mmm, now that's quite something. I can't say that I would prefer it for myself though.” She stroked herself up and down with slow and deliberate motions, all while keeping eye contact with Fluttershy.

And as much as Fluttershy appreciated it… her gaze kept drifting back toward Pinkie Pie, who continued to make zero effort to conceal her own neglected erection, or her muscular hind legs, up to her powerful abdomen… One of Fluttershy's forehooves started to move toward her slit, and she barely remembered the stipulations of the challenge in time to snatch her hoof away.

Rarity seemed to notice the other pony's distraction. She glanced over her shoulder at Pinkie Pie, then at Twilight, who was staring at her with unveiled interest, then back to Fluttershy. “Hmm…”

Fluttershy squirmed. “Um, how long until we fail this challenge?” she asked.

Twilight flinched in her seat and stammered, “U-um, we should start a timer.” An ethereal purple clock appeared in the air beside Twilight's head. “This is a harder challenge, so how about… five minutes?”

“All the time I need,” said Rarity, determination in her voice.

Twilight visibly shuddered. “All right. Time starts now, then.”

The second hand of the shimmering, floating clock swung forward, and Rarity's form was instantly obscured by another blaze of green fire. When it cleared, Rarity was gone, and a familiar stallion sat in her place.

“Nuh-uh, no way,” Applejack all but shouted. “We are not involving my family in our game again!”

Big Macintosh turned to look at his sister and smiled devilishly. “Aw, but I'm always stuck at the farm while you're out with your friends. Can't I play along just this once?”

“Rarity!” A pleading look landed on Applejack's face. “There's gotta be another stallion you can turn into.”

Rainbow leaned over and placed a hoof on Applejack's shoulder. “Come on, AJ, clock's running. Let Rarity do her thing.”

The farm mare tensed instantly at the contact. Then she slowly relented. “O-okay, fine. Just… warn me before you do anything weird. And not a word of this to Mac! Last thing I need is for him to get any ideas about y'all.”

With permission from his younger sister secured, Big Mac stood up from his seat and turned away from Fluttershy. His tail hitched up out of the way, putting his heavy sack and muscular ass on display. “I reckon your friend Rarity is mighty observant, Miss Shy,” said the stallion, flexing one hindleg slightly to further display his assets. “Ain't no way she missed the way you look at me on market days.”

He started to wander around the table, making the most of each step to accentuate his maleness.

Fluttershy was rapt, her body frozen, her thoughts swirling. She used to fantasize about Mac a lot before she became friends with Applejack, but since then she'd tried not to for the sake of their friendship. Rarity's show was dredging all of those buried desires up very effectively. She felt herself wink. Fuck, this might actually work. They might complete this challenge after all.

“Your majesty,” Big Mac said, addressing Twilight in a deeply respectful tone.

Twilight couldn't suppress a giggle. “Yes Rar—er, Mac?”

“The card said that Miss Fluttershy couldn't touch herself, and that I couldn't touch her. Am I allowed to touch anypony else?”

Twilight's breathing quickened, her reptilian tail swishing slowly behind her. “It didn't say anything about that, so… yes. Yes, I think you are allowed.”

Mac took another step toward Twilight, until they were almost nose to nose. “That's mighty comforting to know, Ma'am.” Then he took a step back and spun around to face Pinkie Pie. “Pardon me, Pinkie, but it would be a dang poor sight if I took Miss Rarity's chair while she's out. Mind sharing yours?”

Pinkie caught on immediately. She hopped up and then patted the empty seat with a hoof. “Not one bit! You're bigger, so why don't I sit on your lap?”

“Much obliged,” said Mac. He sat down and adopted the same pose Pinkie had during her first turn. He spread his hindlegs wide, his half-hard cock perched between his thighs.

Pinkie climbed up and leaned back into him, her head coming in just under Mac's chin, her legs splayed over his, her shaft standing up straight just inches away from the larger stallion's own. She squirmed a bit to get comfortable, accidentally (or maybe very intentionally) sliding their cocks together.

Fluttershy's heart pounded. She'd had some very brief experiences with colts in flight school, and she and Discord weren't entirely platonic, but she had never seen such a blazen demonstration of maleness before. The only thing that detracted from it was that she had to keep mentally correcting herself. Rarity was fully immersed in her character, so Fluttershy had no trouble thinking of her—or him, at the moment—as Big Mac, but Pinkie was still… well, Pinkie.

All the same, the sight of their shafts laying against one another, their tails intermingling, their boxy muzzles inches away from one another. Her stomach was swirling, her clit was winking, and five minutes was starting to feel generous.

Big Macintosh hugged one foreleg around Pinkie's torso, pulling her in even closer, grinding their shafts forcefully together.

Then, as if reading Fluttershy's mind, Pinkie tilted her head up until her mouth was next to Big Mac's ear. “You know, if I'm going to look like a stallion for a bit, I should act like it!”

Mac's face twitched, the character slipping a bit. “Ain't that kind of thinking a bit juvenile? Mares and stallions aren't so different.”

“Come on, just call me 'he' for a bit. Until the spell wears off.” Pinkie smiled wide and blew a little huff of air into Mac's ear, making it twitch. “I want to try it out, plus it'll be hot for Flutters!”

The larger pony frowned. “I do wanna win this game… All right. Just let me know if it gets weird and I'll stop.”

“Okie dokie!” Pinkie said brightly, her… his voice husky and sweet. “Oh, and call me… Berry!”

“Berry?” Big Mac said, somewhat derisively. A bit of Rarity's accent slipped in, making him sound more like a snobby Canterlotian than the apple farmer they were familiar with. “I do beg your pardon, but what berry in Equestria is nearly as pink as you are?”

“Winterberries!” the exuberant stallion shouted. “You can't eat them, but they're perfect for decorating, and they're almost exactly the same colour as my coat.”

Mac looked over at Twilight for confirmation. The dragon stared dumbly back for a moment, then blinked and nodded. “She's right. Or… he. I may have missed something.”

“Don't fret, darling. Pinkie is just experimenting. `Tis a perfect night for that.” The words sounded preposterous coming from Big Mac's mouth, but the shred of familiarity set Twilight at ease. Mac looked back down at the smaller stallion in his lap. “With that settled…”

And he looked over at Fluttershy, who eeped aloud at the attention.

Big Mac reached down and wrapped a hoof around Berry's cock, and the bubbly stallion giggled. “Which do ya like the look of better?” Mac asked, settling back into character. He gave the shaft a slow, deliberate stroke, producing a small bead of precum at its tip. “Berry's cock, or mine?”

Right on time, Berry slipped a hoof around Mac's own shaft and gave it a few quick jerks. He tilted it up and down, getting a good look from his position on top of Mac's lap, then leaned down and gave the head a quick lick. Big Mac groaned deep in his throat.

Berry looked up at Fluttershy and licked his lips. “It's a shame you got such a mean challenge now. He's tasty!”

Fluttershy gasped and covered her lower face, her thighs quivering and her mouth watering. She squeaked out, “You both look really… nice.”

Berry grinned. “Ready to take yours for a test drive?”

“Hmm?” Mac muttered, still focusing on Fluttershy's reaction. “Couldn't agree more.”

Fluttershy's eyes somehow opened even wider as Berry pressed Macintosh's cock more forcefully against his own and began to grind his hips, sliding the shafts together not completely unlike Twilight had done during her turn with Pinkie. Big Macintosh was just as surprised as Fluttershy, his eyes bulging and his lips forming silent words. After only a few moments, he recovered and mastered his face into an easy, confident smile again, his hips moving in concert with Berry's enthusiastic rubbing and grinding. Both of them were already dripping precum, which only served to make their counter-motions that much more pleasurable.

Across the table, Applejack, who had been steadfastly staring down at her lap, glanced up and found that she couldn't look away. It wasn't actually her brother, she reasoned, just somepony who looked a lot like him. And since it was actually Rarity under there, a mare she'd had eyes for since they'd met, it really wasn't weird at all that she was staring. Staring at Big Macintosh's pulsating, slippery cock. Fuck.

Fluttershy couldn't sit still, her tail whipping and her limbs jittering. Her opening clenched and dribbled liberally, the marecum trickling down her thighs and the curve of her ass to saturate the chair cushion beneath. Her hooves and wings fidgeted, desperate to touch herself, to touch the stallions in front of her, something. She whimpered aloud, “Fuck me…”

Berry gave her an exaggerated wink as he continued to grind and stroke Mac's cock. “We're not allowed! Don't worry…” he trailed off as Mac shot a spurt of pre that splattered across Berry's stomach. “… I'm sure in a few turns you'll end up with one of us, and we can grab you”—Berry's tip started to flare, and Mac wasn't far behind—“or you can grab us”—Big Mac's hips started to grow jerky, Berry's balls clenched—“and we'll rut you like anima—Ah, oh!”

Berry's climax seemed to catch him unawares as he nearly doubled over on Mac's lap, his motions slowing while his cock shot a thick rope of cum nearly two feet into the air. It arched and splattered on the table, and some of the droplets splashed close enough to Fluttershy that she could almost taste it in the air. She clenched her hindlegs and rubbed her thighs together, but her eyes never left the action.

While Berry's orgasm continued, pulse after pulse, Macintosh grew desperate. He lurched forward, knocking them both to the floor. He caught the smaller stallion and pressed him against the edge of the table, then shoved his hips forward to press their cocks together again. From a certain angle, it would definitely have looked like a mounting position. Mac's hips drove back and forth, grinding his flare against Berry's shaft, growling in anticipation.

Finally his own dam broke. He pressed himself as tightly against Berry as he could and came, painting Berry's underside white and covering the floor in a respectable puddle in no time.

The sight of Mac's bold, instinctual movements, the scent of sweat and semen in the air, the grunts and groans of two horny stallions… it was too much. Fluttershy's head fell back against the backrest of her seat as her pussy spasmed, her heart raced, and she mumbled nonsense. Her mind raced with fantasies. Cuddling with Berry, or Mac, or anyone. Feeling their stiff, hot arousal against her belly, pressing her own wet sex against their leg. Being in Berry's position, braced against the table, while a caring stud pressed into her from behind, filling the empty space that she was gloriously, terribly aware of as the waves of her climax rolled through her.

She sank down in her seat as the last few twitches of orgasmic endorphins faded. She peeked her eyes open and saw the two stallions still limp against the table's edge, their cum-splattered cocks starting to slowly soften and retract. After a few moments, Big Mac slumped back into his seat, and the disguise sizzled away in another flicker of green, leaving a winded black changeling behind.

Rarity turned to look at Fluttershy, glanced down at the pegasus' crotch. “Oh good,” she said breathlessly. “I'm afraid I lost my focus for a moment there, but I believe we were successful.” Then she looked down at herself, her lower body still thoroughly soiled with cum. Berry's, she surmised. Her own emissions would naturally have disappeared along with her form. Not that she was complaining.

“Holy horseapples,” Rainbow Dash piped up. “That was something else. Who'd have thought Rarity would be such a natural top?”

Twilight smiled to herself. “Me,” she said under her breath. Although she'd certainly never expected to see the prim mare in action, let alone as a magical clone of Applejack's brother.

“You know, I could'a sworn I asked you to warn me if y'all did anything weird,” Applejack grumbled, more than a little pink in the cheeks. “And that was weird.”

Berry finally rose to his hooves and meandered over to his seat. “But it was also pretty hot, huh? I know Fluttershy liked it.”

Applejack sniffed. “I s'pose. If you're into that kind of thing.” Then she squinted at the pink pony. “Do you still want us to call you 'him' and 'Berry'”

“Hmm… if you can. Being a mare is awesome and all, but isn't it kind of fun having a 'guy' here? You know, for variety.”

Rainbow grinned. “I like the way you think, Pinks. Or, Berries. Pinkberry.” Her muzzle scrunched. “Can I call you that?”

“No way! I'm not getting sued!”

“What?”

“Don't worry about it.”

Twilight cleared her throat. “Great work, Rarity. Really clever use of your special changeling abilities.”

Rarity turned to her and smiled. “Why thank you, darling. I'm a bit surprised to be in a situation where you are judging my creativity in the bedroom, but I'm delighted that you approve.”

Twilight's scales darkened sharply. “Oh, I didn't mean to, um, judge you. Or grade you or anything. But if I was grading you, definitely an A!” Then she hesitated and amended, “Maybe an A-, since even though I said it was okay, you were probably supposed to do it by yourself, not with Berry. And you kind of lost focus at the end, so… B?”

Rarity actually looked a bit crestfallen before the absurdity of the situation struck her. “Excuse me, princess, but your challenge was simply to eat Fluttershy out. You didn't even need to make her cum! And you have the nerve to judge the methods I employed to get her off without touching her?” She rolled her eyes and smiled. “With all that in mind, I do believe that, as we progress, these challenges are designed to get harder, if you'll pardon the innuendo, so by all means, let's see how you do when your time comes around once again.”

With everyone back in their seats, they were ready to continue the game. Twilight shot a quick glance around the room and cast a simple spell to flash away the worst of the mess, and then turned to the next pony in line. Oh dear.

“I guess… I guess you're up, Berry.”

“Yay!” Berry said with a grin. He held out a hoof for a die.