To Be One with the Rainbow

When she got there, Rainbow Dash could see that the door to the cottage was closed, and in the window were both the mare who lived here and her obvious crush. They were sipping tea and calmly chatting to one another about something or other.

Seeing Discord gave Dash an idea. She concentrated her power and tried to see if she could access his mind. It might have been a bit of a bad idea, considering what Discord was, but that never stopped her.

It didn't end up being a bad idea per se, but it was... certainly one with interesting results... See in her mind, Rainbow Dash heard Discord's voice, but it was not directed specifically at her.

"You have reached my mind. I am unavailable at the moment - most likely pulling pranks with Pinkie Pie or having tea with Fluttershy. Please attempt to use telepathy later, or leave a message, and I will respond at my earliest convenience. Beep-beep!"

She shrugged before deciding to leave a message. "Hey Discord, it's me Dash. Twilight gave me magical powers, and I figured I could see what's in your head. Oh, and you won't be pulling pranks with Pinkie anymore. She's my cock now."

With that, she disconnected the message and just settled on watching the two through the window.

It was perhaps half an hour later when to the door flew Twilight. Seeing Dash at the window, she turned and raised an eyebrow. "Do you... have an explanation? Or is this a kind of prank?" she asked, looking somewhere between curiosity and concern.

"Explanation for what?" Dash asked, shrugging nonchalantly. "A lot of stuff happened since I left, so you'll have to be a bit more specific."

The alicorn gestured to the window and Dash. "This," she answered. "And what? What happened..?"

"Oh, no. I'm just waiting for them to finish their tea. Didn't want to interrupt them. As for what happened, well..." Dash casually reclined in the air, showing Twilight her pink cock.

"Dash, I don't think watching through the window is very kosh- ohhhhh wow..." Immediately, red built in the cheeks of the alicorn, and she took a curious step closer. Even flapped up back into the air to get a good view of the sheathed member. "Is... is that Pinkie's cutie mark?!" she exclaimed, possibly too loud, as she pointed to one of the pegasus's new orbs, which swung sexily from the base of her new member. Indeed, there were yellow and blue balloons on one of the balls!

It seemed Pinkie had found her true destiny for a second (and final) time.

Out of the corner of her eye, Dash noticed the heads of the occupants of the house turn to the window, the shy pegasus blushing hard at the sight. But she ignored it as she got a good look.

"Huh, whaddya know. It is. Guess that means this was meant to be. Who knew," Dash said with a chuckle.

"Do you mean..." Twilight started to ask, flying a little bit closer - too intently curious to stay away. Blissfully unaware that Discord was most certainly watching them quite closely in turn. The draconequus had formed a circle with his claw, and he was using the finger of his lion paw to "penetrate" that hole. Clearly teasing the cyan mare as Twilight obliviously asked, "What happened exactly? I want to know every detail for science!"

Dash spent the next several minutes telling Twilight everything that had happened so far, from her own little experiments with what she could do to the final orgasm over the Cakes. Complete with hoof gestures for emphasis. She even gave her cock a few rubs throughout as well.

"And that's pretty much everything," Dash said when she was done, petting Gummy as she did.

When Rainbow Dash stimulated her cock, Pinkie (a)roused slightly, her new form peeking out from its blanket and forming a half-chub. Rainbow could hear Pinkie in her head ask tiredly, "Make... babies? Fuck... cum..?..." But soon, she was drifting off again, and was soon dormant when no further sexual attention was granted to her.

Gummy, when Dash was finished, switched from teething on one of her hooves to teething on the other. At that point, Discord teleported to the other side of the glass, scaring the daylights out of the purple alicorn and almost knocking her to the ground with fright! The strange cryptid looked strictly at Dash, uncaring of the princes she had scared. "My my," he chuckled, "so your best friend really is your 'best friend' now, mm?" he teased, tapping twice on the cutie mark while Dash still had it out on display. "Might I say that pink looks wonderful on you, Dash. I take it you do already know of how... irreversible her transformation was, yes~?"

Tapping the nut made Dash moan slightly. "Yeah, we both knew that this was likely going to be permanent. But after I promised to take care of this little guy," she gestured to the alligator currently nibbling on her hoof. "And to make sure we could help take care of the Cakes, she agreed to it. Though I might have used my magic to lightly nudge her into agreeing with it. I didn't control her mind or anything, though."

"Mental suggestion is the best wingmare," the draconequus agreed, nudging the pegasus and fixing his gaze on her new member once more. "I'm sure a pony like her will be more than happy to be there for the rest of her life. I may just have to get her a little wet one of these days," he teased, and he - if not resisted - groped the pegasus's soft, furry coinpurse with his lion paw for a few moments - just enough to almost make the new Pinkie party awaken. He looked up once more. "Anyway, I sent dear little Fluttershy to make some more tear, if either of you would like to go in and have some with us?"

"Actually," Twilight started with an undertone of annoyance, "I need you for a minute, Discord."

He winked. "Ohhh, I get-"

"No, NOT like that. It's about AJ. Do you have a minute?"

"Of course," the draconequus nodded, then turned back to Dash. "Go in and help yourself, my dickish friend," he joked, licking his lips as he threw Pinkie one last look of desire.

"Heh, maybe later, when I'm done here," Dash chuckled as she flew into the cottage. As she did, she noticed Angel Bunny on one of the chairs, staring at her. "Oh, hey Angel. Sup?" she asked casually as if she hadn't just been part of an entire conversation about sex and dick transformation.

The bunny stared sternly at the pegasus but softened his gaze when he saw Gummy on her hoof. Angel pointed at the gator and put his arms up in a shrugging "Why?" or "How?" position.

"Long story short, Pinkie's my cock now and someone has to take care of him," Dash said, gesturing to her shaft as Shy came back into the room with the tea and a few cups.

Angel Bunny stared inquisitively for several seconds, slowly raising an eyebrow and leaving his arms crossed - but at one point, he shrugged, hopped down from the chair, and bounced into a different room. Fluttershy had stumbled, too focused on catching her balance to notice Rainbow pointing out her new sexual equipment. She was successful, but there was still blush in her face as she lifted the tray and greeted her friend: "Oh, h-hi Rainbow Dash! I just got done making some more tea. Um..." She started into the living room, face turning into a tomato already. "I hope that you didn't hear too much between me and Discord..."

"Nah, don't worry. I wasn't paying that much attention. Plus I was too busy talking to Twilight. Though I have a few guesses as to what it was about anyway," she said with a sly grin as she took a cup of tea.

Fluttershy took a seat on one side of her couch, trying to rub out the flush in her cheeks. "Hah... right..." she nodded, breathing as tense as a coiled spring. The shy mare grabbed a cup of tea for herself, shakily dropping a single cube of sugar in the beverage before holding the hot cup close to her chest. "So, um... what did you come for..? Why is Gummy with you?"

Dash took a sip of her tea, smiling a bit at the taste. "Well, a situation came up, and I'm gonna be taking care of him from now on. I mean, he's a pretty lazy gator, so it should be easy, but I figured you'd know if there was anything special I needed to know.'

"Oh, about alligators?" she asked, suddenly looking apologetic. "I'm sorry - I don't know a lot about them, since they look a little like dragons..." Fluttershy took a self-conscious drink of her tea and offered a sorry smile. "He'll probably want to have your bath available to use whenever you aren't using it, though, if that helps..."

"Heh, that won't be a problem. I don't really use it that much anyway. I prefer using clouds to wash myself the old fashioned way," Dash said, adjusting herself a bit in the seat. As she did, a flash of pink seemed to make itself known to Fluttershy from between the blue pegasus's legs.

For some reason, the yellow-bellied of the two averted her gaze and crossed her legs awkwardly. She slowly swallowed the tea that was in her mouth. "Is Pinkie out of town? Going to a party somewhere with Cheese Sandwich?" she asked, as though to get her mind off something.

"She's not exactly out of town. But she is unavailable for...pretty much ever now," Dash said, adjusting herself again. This time one of her balls poked out, the one with Pinkie's mark on it.

Fluttershy noticed this despite her best efforts, and she ended up doing a small but noticeable double-take upon seeing the balloons on the ball. She set down her tea, almost spilling it with her sudden concern and obvious worry. Not wanting to get caught looking... down there... the yellow mare looked at Dash (but avoided eye contact) and asked her "Is Pinkie... alright?" without adding onto the question. She hoped and prayed that she hadn't been caught getting a glance at her friend's package.

"Oh, she's more than alright," Dash said, turning and grinning. "In fact, I can guarantee that she's happier than ever. Want to see her?" she asked, calmly taking another sip of her tea before putting the cup down.

"I-I..." Fluttershy stuttered, bringing her hooves to her chest. "I don't know if I should..." she said with much trepidation, fiddling with her hooves now.

"Relax, it's fine to take a look," Dash thought, using her magic to put it into Shy's head, while out loud, she said. "Oh come on, we're both adult mares here."

Fluttershy looked left. Then she looked right. Biting her lip, she whispered, "You don't think Discord would mind, would he..?"

"Nah, I don't think so. Besides, he's busy talking to Twilight about AJ, and he already knows," Dash said, leaning towards her and using a bit more magic.

Swallowing a lump, Fluttershy slowly looked down to Rainbow's lap, cheeks already filling with color. "O-okay... I'll look..."

Dash smiled casually as she uncrossed her legs, revealing the pink cock and her balls. "Here she is," she said, smiling. "Hot isn't it?"

Her old schoolfriend twitched with hesitation. She leaned a little close, too curious for her own good. Her cheeks were awash as she smelled the musk emanating from the sheath in which Pinkie was tucked soundly away. "Can she hear..?" Fluttershy asked curiously, her breath warm upon Rainbow's loins.

"I don't think so. But I can wake her up," Dash said, gently massaging the cock to awaken her, at least for a bit. "C'mon Pinkie, time to get up."

Fluttershy backed off to allow the cock ample room to come out of its home. The cock crawled out indeed, soon laying flaccid against Rainbow's thigh as Pinkie's mind reawakened. Broken, but there. "Sex..?" the party cannon thought immediately, asking Dash this and only this before anything else. The yellow pegasus, meanwhile, was scanning the impressive shaft. It wasn't even hard, yet it was bigger than any she'd seen! Not that she had seen many, but Rainbow's member looked remarkable! A wonder of nature, the animal-lover might have thought.

"Depends on Fluttershy. But hopefully, she'll say yes, despite Discord," Dash replied, before looking at the other pegasus in the eyes. "Somehow she can still 'talk' to me," she said, performing hoof quotes in the process. "Though she's so overwhelmed with pleasure now that sex is pretty much the only thing she thinks about. Which, I mean, makes sense."

"Seeeex..." Pinkie thought, twitching against her owner's leg.

Fluttershy was even redder at this revelation, and seeing Pinkie throb like that didn't help matters. "I-I guess it would..." she nodded, watching as the balls grew slightly from the warmth of the couch cushion. "Is she..." Fluttershy hesitated, looking up at her still-pony friend "needy..? Like an animal..?"

Dash moaned a bit as she felt the cock twitch. "Yeah. Very needy. If she's not sleeping, she wants to be used. So... want to help her out?"

"M-me..?!" Fluttershy squeaked, caught off-guard and left embarrassed by the question. "I..."

"C'mon, I know you help out your animals. And she's pretty much an animal now," Dash said, using her magic to put the mental image of Shy riding Pinkie into her head.

The pegasus shivered at the thought. The prospect of riding on a cock belonging to the mare that protected her in flight school was... more intimate than she wanted to admit... She licked her lips, partly to prevent herself from drooling, and partly to prepare her lips for what she knew she would end up doing. "I guess... showing kindness to two of my friends at once is something I should be wanting to do..." she submitted, slumping down off the couch and resting her shaking hooves on either of Dash's thighs. Before she went any further she looked up, the slightest tinge of doubt still in her eyes. "Would Discord feel betrayed..?"

"I don't think he'd feel betrayed, but let me see if I can ask him, one second," Dash said before closing her eyes and concentrating. She hadn't tried connecting to a mind from a distance, but she figured she could try. Figuring that Twi would want to talk in her castle, that's where she aimed her mental search for Discord's consciousness.

It took some effort, and she only faintly felt it, but Rainbow Dash was able to get an idea of where Discord was. He and Twilight had mental signatures not so hard to track as ordinary Equestrians, luckily. The draconequus and the alicorn were talking to one another about Applejack, Dash felt, but she also got a... somewhat conspiratorial feeling from their auras. At any rate, Discord quickly "picked up the call, so to speak:

"Already make up your mind on that booty call, my dickish friend?"

"Nah, still gonna save that for a bit later. But Fluttershy would like to give Pinkie a ride but wasn't sure if that'd be okay with you. I didn't think you'd mind, but I figured I'd check anyway," Dash said, pushing aside her curiosity as to what else Discord and Twilight were talking about for the moment.

"Yes, Rainbow," he began sarcastically, "I, a draconequus, am a sexual conservative. Of course I don't mind." He gave a mental chuckle bleeding with mischievousness. "Make her walk funny so that I can have a reason to tease her later~"

"Heh, you got it." Dash grinned, before getting a bit serious again. "Before I go, I get the feeling you two were talking about a bit more than just Applejack. Mind filling me in on the big secret?"

"Nope!" the draconequus answered shortly. "We were talking about Applejack and her little sister, wondering how they're doing. And we're hoping they're having fun wherever they are. Why don't you go have some fun too - you and your new pet?"

"Heh, I think I will. I'll be sure to have lots of fun with her," Dash said, cutting the connection. She waited a few seconds before trying to connect with Twilight's mind. Since the two were so close, it didn't take much effort to find her, so she tried to use her magic to stealthily search through without alerting the alicorn to her presence.

Rainbow Dash immediately found something, but it was not what she wanted to. Quickly she hit a brick wall, and there was but one thing at that dead-end: Twilight speaking with her. "That's not nice, Dash," she said in genuine chastisement. "We can tell you what we were talking about later. Right now we're still... data-collecting." Rather than an excuse, it sounded like Twilight was trying to find the right word.

Dash sighed in understanding. "Sorry about that, Twi. I just... I'm REALLY curious now. But I'll try to be patient... and how'd you have this wall set up anyway? Did Discord tell you about our conversation?"

Twilight chuckled during the interaction. "Alicorns are a bit better protected than you think. But I'll be sure to ask him for all the details." There was the slight hint of a tease in that last sentence. "Are you having a good time at Fluttershy's?"

The yellow pegasus had her mouth a few inches from the throbbing-but-flaccid cock that had once been Pinkie Pie. She asked, ignorant of all that Rainbow Dash had been doing, "D-did he say it was okay..?"

"We actually haven't gotten started yet. But I will now. Talk to you later," Dash cut the connection and turned her attention back to Shy. "Yeah. In fact, his exact words were to 'Make you walk funny.' And that's exactly what I intend to do. But first, back off a bit, kay? I need to get her ready," she said before rubbing the cock to get it fully hard.

"Started-" but Twilight was quickly cut off, leaving Fluttershy and Rainbow effectively alone once again. Well, besides the ride-along-cock.

The blush that had begun to subside returned with a vengeance upon Dash's promise to go hard on her. As she submissively backed up and watched Pinkie climb up into the sky, she swallowed nervously. "Please don't make it hurt too bad..." she pleaded, her hooves nervously fidgeting near her chest again.

For a split second, Dash considered reconnecting with Twilight to hear whatever else she was gonna say, but seeing the blush on Fluttershy's face quickly put a stop to that. "I'll try not to, but if it ever does, I can just make it feel better," she said casually as she finished rubbing Pinkie. "Now then, why don't you get a taste of my party canon?"

Slowly drawing near again, Fluttershy once more put her hooves on Dash's inner thighs. A quiet chuckle. "Hmhm... I thought Pinkie was the only one who said that..." Leaning in close, she looked up and down the tower of cockflesh, curious as to how she should approach. She settled, though, for licking what was most familiar to her: Pinkie's cutie mark.

"I guess she's rubbing off on me... though I think now I'm rubbing on her," the blue pegasus said with a chuckle. This then turned into a light moan as Fluttershy started her licking. Somehow, the pink rod had the distinct taste of cotton candy. It seems like the taste hadn't diminished at all during the fusion and transformation process.

"Mmmmgh..." Fluttershy groaned lightly, enjoying the taste and the smell of Dash's male-ish musk. She began to lick the other nut as well, wanting to get each equally slathered, with no ball unturned. Each of the orbs deserved to feel nice and cool as the saliva dried on them. Once her first task was done, the submissive yellow mare slowly lifted her head - stretching her neck up high - to look down on the cockhead that used to have Pinkie's visage. All gone now - just the cock she was always meant to be! Fluttershy inhaled deeply to draw herself towards it, and she stared deeply into her friend's eyes as she opened her lips to welcome the flared head.

Dash wrapped her hooves around Fluttershy's head and drew her closer to it. She didn't go in all the way right away, but rather slipped the head in just a bit past Shy's lips. The warmth of Shy's mouth already made her feel more aroused, and she let out another light moan. "Mmmm..."

Inside her head, Rainbow could hear Pinkie already beginning to enjoy herself. "Warm... soft... want more..." the cock thought vaguely, throbbing in Fluttershy's mouth as the pegasus let Rainbow Dash slowly lead her. She continued to lower herself very slowly. Soon enough, she was moving back and forth, and her saliva was spilling down all sides of Pinkie's erotic form.

"Mmm... your mouth is so nice, Shy. It's almost like you were made for taking dick," Dash thought as she slipped further in, getting to about the halfway point in. "Let me know when you want me to start pumping, okay?" she said, in a surprisingly gentle tone, despite how eager she was to just start pounding away.

The blush of Fluttershy's face traveled up to her ears. Hearing the dominant pegasus in front of her sounding so caring was a welcome change. Almost romantic, really. Fluttershy closed her eyes, sliding her lips over Dash's sensitive new medial ring, and there she rested for several moments. Breathing through her nose. Preparing for what was to come. Finally, she nodded - giving her friend the consent to start facefucking her.

Meanwhile, Pinkie had grabbed onto Dash's thought. The cock once more gave thoughts that were vague and almost directionless, yet there was true desire behind them. "Taking dick... Pinkie-cock... want g-spot... g-spot take dick, make Pinkie-cock feel... goooood...."

"Alright, Shy, here we go. This is just a warm-up though. What Pinkie really wants is your G-spot, so when I tap your head, I want you to pull out and spread yourself wide, okay?" Dash said even as she started pumping in and out of Shy's mouth, starting slowly at first to get her used to it

"No..." came the broken-minded voice of the ride-along Pinkie, "Pinkie want... g-spot... want to... HAVE g-spot... take dick, in ass... feel full..."

Oblivious, Fluttershy was beginning to suck faster, hoping to be a good partner to her close friends and please them as best she - an inexperienced and meek pony - could.

Dash thought about how best to satisfy Pinkie's wish, before an idea hit her. But she decided to wait on revealing the full surprise to her pegasus friend until after the blowjob. "I think I can do that."

"You're doing great, Shy," is what she said out loud as she slowly sped up, her balls slapping against Shy's chin.

As a mixture of pre and saliva wetted her chin, Fluttershy blushed something awful and shut her eyes tight, as though that might hide her embarrassment. Still, the compliment was a good encouragement. She pushed herself deeper, nearly to Dash's base, for a suck or two, so that she might fully wet her friend's cock with her kindness. She started to moan with each bob of her head, and she couldn't help but become aroused as she let the horsecock plunge into her mouth over and over again. She began to touch herself, needily.

Dash, deciding to be a good friend, used her magic to make Shy's pussy just a bit more sensitive to touch even as she sped up just a bit more. She felt her cock start to twitch ever so slightly, so she knew she was going to cum soon. "That's a good cocksucker. Keep up the good work," she complimented out loud, wrapping her hooves all around Shy

Letting herself be hugged as she touched herself in earnest, Fluttershy melted into the intimacy of her friend - swallowing dollop after dollop of pre-cum. Spit dripped from Pinkie's orbs, and the carpet was sure to be stained by Fluttershy's fluids. She kept masturbating, lovingly bobbing her head up and down and playing with the length of cockflesh using her tongue.

This made Dash moan louder, and some juices started to spill from her own pussy to join those of Fluttershy. She intensified her thrusting, eager to start filling her friend up. "A-almost there..." she moaned out blissfully

Fluttershy began to suck as fast as she could, using what small dose of courage she'd found in her back when she helped with the hurricane. She bobbed up and down so quickly, her moans begging for Dash's release to fill her throat. Fill her stomach. Make her the little bitch she knew she was. Without even realizing it, she wasted an orgasm - spraying her marecum all over the carpet underneath her. Her fluids ran down her legs as she desperately sucked off her blue friend, begging for her finish.

"One... Two... Three!" Dash counted aloud, moaning with each thrust. On the final one, she pushed as far down Fluttershy's throat as she could before letting loose her orgasms from both sets of genitals. The fluids from her pussy just served to further ruin the carpet, while the ones from her cock traveled down the buttery pegasus' throat. The knowledge that this was technically a threesome just made the whole situation even hotter to her as she filled Shy with her seed

And the submissive little thing swallowed every, last, drop. Just as she was supposed to. The good girl that she was. Only when Dash's orgasm had dribbled to a stop, did Fluttershy slowly pull up - wiping her tear-streaked, strained face with her hooves before sniffling and opening her mouth. Despite the water in her eyes and the clear stress she experienced, she looked happy. Happy to have a small part of Pinkie's load in her mouth. She looked into Dash's eyes, as though asking permission to swallow the seed and let it join the rest of its mass.

"Heh, such a good girl you are," Dash pet her mane. "Yes you can swallow. You look so cute looking like that, ya know? Kinda makes me wish I got a dick earlier."

Fluttershy closed her eyes and mouth blissfully, bowing her head and blushing at the compliments. She swallowed - loud enough that Dash was positive none of her seed went to waste.

"Mmm... That's A REALLY good girl," Dash said with a chuckle. "Was that your first time sucking pony dick? If it was, then you're a natural."

Fluttershy closed her legs to appear the slightest bit more presentable, yet she did not stand up. Rainbow Dash was above her; this much she knew, and she was comfortable knowing her superior. She shook her head, bashfully smiling as she looked down. "No... Discord usually gives himself one when we..." she looked up, face awash with color.

"Heh, you don't need to say anymore," Dash chuckled a bit at that reaction, before remembering what Pinkie had said to her. "Now... There's something else I want to do with you. I won't do it if you don't want to, but I'd really appreciate it if you did. And I know Pinkie would as well."

The pegasus tilted her head curiously, smiling shyly but readily up at Dash. "What is it..?" she asked, looking between the pegasus and her residue-covered cock, even if the latter couldn't feel her gaze. "I want to make Pinkie happy no matter what," she said rather firmly, nodding to the blue mare.

"That's just what I was hoping you'd say," Dash smiled at that. "I'm going to turn you into my ass, and then connect your g-spot to Pinkie. That's what she wants, and after everything she's done for me, that's the least I could do for her."

Fluttershy was suddenly quite confused. Taken aback an inch of two, Fluttershy reclined a bit and asked for clarification in a fast "Wait... what..?"

But of course, she did already speak her mind... about wanting to make Pinkie happy no matter what... Maybe there wasn't a lot to go back on...

"You probably already noticed this, but my rear isn't exactly cushy," Dash said, rubbing her ass. "I like having a toned ass. Helps with athletics. But I could stand to use some more back there. So... Still want to do it?" she asked, using her magic to put the mental image of Dash with a bigger plot in her head

Once again, Fluttershy gave an embarrassed squee and was overcome with blush. The mental image of a thicker Rainbow Dash flicking her tail to briefly expose a puffy ponut was too alluring to ignore. Still, Fluttershy slowly stood and looked down, trying hard not to think too much about it. "I- I don't know..." she murmured, rubbing one shoulder.

"What do you think Pinkie? Do you want Fluttershy to add to my ass?" Dash asked her cock, using her magic to connect Shy's mind to Pinkie's so that she could hear the response as well.

"Friend... become... ass..?" the cock wondered, throbbing dully against Dash's leg. Soon she was climbing again into an erect position, with little downtime. "Yes..! Friend become ass, make Pinkie feel... mmmm..."

"Well, Fluttershy, you heard her. And even if you couldn't, I think this," she gestured to the erect cock. "Still says plenty. So c'mon, Shy. I know you want it. And I kinda do too. And if you're worried about Discord, I think he'd be fine with it."

At hearing Pinkie's thoughts and seeing the cock spring back to arousing life, Fluttershy's wings expanding effortlessly. She shamefully tried to tuck either of them down, but she was unsuccessful in doing so. Only succeeded in making them twitch. Her ears folded down as she glanced briefly at either of her friends before looking to the floor once again. "Who will... t-take care of Angel and the others..?" she asked nervously.

"I'm sure Discord could handle it. And if he can't, or doesn't want to, me, Twilight, and Rarity could probably pick up the slack. What do you think, Angel? Would you be okay with that?" Dash asked, turning to the bunny who had just hopped back into the room, having left during the blowjob, not wanting to be there to watch his owner suck dick.

The bunny looked between Rainbow Dash and her meeker, hesitant friend. After a few back-and-forth pointed directions, he eventually shrugged indifferently and went to take a seat by Gummy. His little rabbit cock was noticeably peeking out, more adorable than he was. Maybe he was looking forward to this..? Fluttershy's breathing became shallow as her eyes darted around the carpet, looking for an excuse. "Wh-what about... the cottage? Who will keep the cottage neat and tidy?"

It was clear she was feverishly stalling, trying to resist the urge of becoming one with her mas- with... Rainbow Dash.

"Again, either Discord, or us. C'mon, Shy, you're overthinking this. I think even Angel wants you to add to my ass," Dash said, reaching over with a hoof to gently rub the bunny's cock. "I mean, look at him. I don't need to speak animal to know he wants this as well." She put the mental image of Angel fucking Dash's thicker ass into Shy's head, increasing the mare's arousal in the process. "Just stop stalling and say yes already."

The thought of Angel rutting her... and in a whole new way... "I-I..." Fluttershy stammered, ears as red as her cheeks when she looked up to face her pegasus friend. Her gaze constantly shot between both of the mentally-powerful pegasus's eyes. She then set her gaze on Angel, watching him as he laid his paws on the couch and spread his legs - leaning his head back and giving an animal moan as Rainbow's frog pleasured his red cocklet. As a single drop of the yellow mare's fluids dripped to the ground, with it dropped the last of her resistance. She shyly smiled, rubbing one leg with another. "-I hope it feels good..." she finished. "You can... m-make me your ass... I-if you want to, I mean...."

"Trust me, Shy, it'll feel amazing. And when you're fully part of me, it'll be like you, me, and Pinkie are having sex all the time. I'll pretty much be a walking threesome. And it'll be so... so hot..." Dash moaned out, feeling Pinkie get even harder. "Now... lay down so I can sit on you."

She continued to rub Angel's little bunny cock as she spoke, but held off making him orgasm. At the bunny's disappointed look, she just smiled at him. "Once Shy is ready, I'll let you be the first one to try her out," she said directly into his mind.

The rabbit had begun to reach for his cock to finish himself, but upon hearing the promise, he hesitated. Then stopped completely, holding his paws behind his head and simply thrusting into the air - almost practicing for what was to come.

Indeed, Pinkie's flare head twitched needily against Rainbow's tummy, Pinkie mentally groaning for pleasure. For an ass. The lemon pony bit her lip, looking at Pinkie, then up at Dash. She held her sky little smile, as eager as Angel for the event. She lay down on the carpet, eyes locked on Rainbow Dash's when they could be. "It won't hurt, will it?" she asked, having one last second thought.

"Not at all. And if it does, I can just alter your mind to turn it into pleasure," Dash said before getting up and walking over to her. Once she was in position, she knelt and placed her ass right on top of Shy's face, wiggling a bit and moaning at the sensation of the shy pegasus' against her rear.

Fluttershy couldn't help herself but steal a lick from Dash's ladylike sex as she was sat on, muzzle prodding a cyan ponut that resisted her entrance. Her face was as red as an apple, as were her ears. She was really doing this, wasn't she? While she still had the chance and could be heard, she sighed contentedly and said, "Thanks for being such a good friend, Rainbow Dash..."

Dash moaned gently at the lick. "Always, Shy. I wasn't the bearer of loyalty for nothing," she said with a smile before concentrating her magic on where her ass met Shy's face. Like with Pinkie, the first step was to connect the sensations the other pony was feeling with her own.

"A-ah..." Fluttershy quietly moaned, "it feels... l-like someone has their muzzle on my..." And soon, a connection was formed, with the tip of Fluttershy's muzzle fusing directly to the ass of her best friend.

"On your what? Go ahead and finish that thought," Dash said directly into Shy's mind as she continued to spread her magic throughout the rest of the yellow pegasus' body.

"O-on my a-ass..!" she finished submissively, almost more embarrassed to be swearing than to be half-nuzzled into her friend's tight hole.

Dash moaned a bit as she wriggled her ass, feeling Shy's head move with her. Soon enough her magic was now running all throughout the other pony's body. Once this was done, she intensified the magic at the point where they were connected, starting the change from there.

"I-I feel all... tense..." Fluttershy stuttered, somewhere between a complaint and a plea. She shuddered against the carpet with her new all-over pleasure. It was nowhere near that of the cock and balls Rainbow had assimilated, but it was enough to make her drool on the inside of her friend's ponut. With her concentration, Rainbow Dash felt Fluttershy's muzzle start to meld into her inner walls.

Using her rear hooves, Dash massaged the rest of Shy's body to try to help her feel a bit less tense. "Just relax, Shy. Let my magic do its work," she said, continuing to meld Shy's face with her walls. At the same time, she spread her magic through her hooves to start melding the rest of Shy's body together.

Fluttershy's body was already behaving like a proper ass. As Dash rubbed her down, the tension sloooowly eased away, like the massaging of what she would become. "Ah-hah... thank... you..." she struggled, both because of the pleasure and because it was becoming increasingly harder for her to move her mouth. For her muzzle was beginning to meld with the ass. Her mouth was beginning to feel sticky, jaws threatening to shut forever. No, not a threat - a promise.

As Rainbow concentrated and rubbed over Fluttershy's tense body, she was able to play with her mass much as she had with Pinkie's earlier. Just as the pink mare's had, Shy's legs began to soften. As did the rest of her. Already was her unneeded skeletal structure breaking down and adding to the fat and muscle of what would be her new form.

"You're welcome, Shy. Now, stop talking," Dash said gently into her mind, using just a bit more magic to finish melding Shy's muzzle into her ass. At the same time, she slowly pushed Shy's hooves into her body, lightly increasing the mass of the rest of it. With how connected the two were already, she was feeling her own arousal start to increase, and Pinkie hardened once more, a bit of pre-cum dripping from her pussy as well.

"Friend... become... ass..." Pinkie panted, dripping her pre onto the floor. The arousal rubbed off on Fluttershy, whose still-remaining sex dripped and filled Dash's nose with her musk. The smaller pegasus tensed nervously as her hooves were merged into her torso, giving her a cute, chubby belly that Pinkie would have loved to see. Not that she'd have it for long though. Asses didn't need to worry about that...

The smell of Shy's musk only made Dash more aroused, as a bit more pre dripped from both Pinkie and her own pussy. She concentrated her magic on "folding" Shy's belly into the rest of her. In the process, she looked over at how Angel was holding up, not that she could do much else for him at the moment.

Angel Bunny was slowly stroking his cock, keeping himself away from the edge of orgasm, but pleasuring himself all the same to his owner's change in perspective. He gave a casual thumbs up with the paw he wasn't touching himself with. Meanwhile, Fluttershy's body easily melded into itself at the force of Dash's will and imagination. Like putty she was, tensing with mild pleasure at every touch, every fold, every change. Her eyes began to close, each blink making her lids feel that much heavier. Stickier.

Dash smiled and nodded before returning her attention to the pegasus below her. Remembering that she hadn't dealt with her wings yet, that's where she placed her hooves next, the pleasure ensuring that the soon to be former pony still had a major wing boner. Under her touch and power, the wings practically melted into the rest of Fluttershy's body, making it that much thicker. They had always been just a bit bigger than hers, giving her a minor complex back when they were fillies, so some small part of her actually enjoyed making them vanish.

As Dash dominantly removed Fluttershy's wings - making herself the rightful bearer of the biggest wings in the room. The humiliated, transforming pony squirmed - crossing her hind legs as though to hide the arousal she felt from being put in her position. Quite literally below the powerful pegasus. Where she belonged, that is. Fluttershy could do nothing to pleasure herself, and this made her squirm with that much more senseless desperation.

Noticing this, Dash used her magic to restrain the former pegasus so she could work the rest of her body easier. First, she rolled Shy's legs up, forcing them to spread their mass upward towards where her head still rested. At the same time, she forced Shy's eyes to close one final time, melding her eyelids to the rest of her face. Exercising her power like this just made her moan even more.

Soon, all that remained of Fluttershy's old head were her adorably flushed ears and her mane. Her fur was beginning to shed from it, Dash's body rejecting it as it changed the yellow pony's form. Fluttershy's neck bulged out to the same girth as the rest of her now-oblong body. If Dash wanted, she could have molded her friend into a fleshy banana! At any rate, Fluttershy's arousal matched Dash's. Perhaps even exceeded it at her legs - her last appendages - were taken away. Now powerless, she tensed and stiffened against the carpet, her ability to writhe not completely gone, but restricted heavily. Her pussy leaked helplessly, begging for pleasure.

Dash curled one of her wings so that she could rub Fluttershy's pussy with her feathers. For everything that Fluttershy had done, and will do, she deserved one last orgasm as a pony. As she did this, she concentrated her magic on Shy's ears, folding them into the rest of her head, melding it the rest of the way. At the same time, she levitated a pair of shears from the drawer from a nearby room, using the shears to gently cut Shy's mane. While she could do this with her magic no problem, she wanted to give it a bit more of a personal touch.

So sensitive was Fluttershy's clit. Her senses of sight and smell had been swept away from her, as had her sense of taste. The pleasure she felt was through the roof; the touch of the carpet against the entire rear of her smoothing body... the ass consuming the shapes of her visage... and now, her ears being tucked away forever. She would never hear again, but that didn't matter. All she had left now, was her sense of touch. And right now, her nerves were firing on all cylinders as her clit throbbed like a miniature Pinkie. The shears. The shears did it. As her mane was cut away from her and dropped to the floor - erasing little of what was left of the pony - Fluttershy came. Squirting her orgasm pathetically onto the floor, her clit aching in post-coitus. It winked out at Rainbow Dash... almost like a wave goodbye. Fluttershy knew what was next. After all, all that remained of her was her tail, her cutie mark... and her sex.

Seeing Fluttershy orgasm at the sensation of losing her mane was enough to send Dash over the edge as well, forcing the pegasus to pause the transformation process briefly as she threw her head back and came hard. She practically forced it all out at once, though, as her juices joined with Shy's in making a mess of the floor. As soon as that was done, she moved the shears to Shy's tail, pressing them against what was left of her body, lining them up, and cutting it right off. At the same time, she slid Shy's mark up what was left of her body so that it was lined up with her right ass cheek. The mark was going to remain there forever, so it seemed just like with Pinkie, this was the former pony's true destiny.

The yellow, throbbing to-be-ass jolted again at having her tail cut off, and the tingling didn't stop. Feeling Rainbow cum all over her was a dream come true. It felt like she was taking a bath in the mare's fluids. This, she had wanted since she ever learned about sex. But she didn't need to worry about desires anymore, for they would all be sated for her now. This she knew as her cutie mark was slid up, yellow overtaking the cyan on one of Rainbow Dash's flanks. This was where she belonged, and she never wanted to leave.

And she never would.

"That's a good girl. I'm gonna give you everything you ever wanted. Isn't that awesome?" she asked through the connection to Shy's mind even as she continued to mold and flatten the former pony a bit to make her more suited to be her ass. In the process, Shy's sex lined up with Dash's hole, right where it should be. "And Pinkie, how's this? You like it?"

Fluttershy was linked in that moment, her voice slowly fazing into Dash's mind. Already she was breaking, just as Pinkie had. Her identity changing. More and more of her fleshy body melding with either ponut or flank. Sex squeezed by Dash's... by her new owner's rectum. "Head feels so... fuzzy..." the former pegasus thought in slow waves between Rainbow's rearrangements of her mass. "Want to be... ponut... want to... pleasure Pinkie and... master Rainbow..."

At least one of her wishes had already come true. Also in Dash's mind echoed Pinkie's thoughts of pleasure. "Fluttershy turning... into ass? Pinkie feel... good. Pinkie... f-feel something..!!" Indeed, as she thought, Fluttershy's being was melding into the interior of Rainbow's ponut, and some stiffer parts of her mass were being used for something quite new to Dash's body!

"And you'll do just that, Fluttershy. Just by joining with me, you're already pleasing the both of us," Dash said, moaning out loud as she continued molding Shy's body into the shape it was always meant to take. Though she wasn't sure what was happening with those other parts, she knew it had to be something good, so she didn't try to stop it, whatever it was.

Fluttershy's intelligence continued to dwindle as some few inches inside of Rainbow... inside of her... a prostate formed. The perfect g-spot, for the perfect cock, for the perfect pony. Fat built on Dash's ass, thickening her form as she assimilated her friend into her. Her ponut puffed up with what little muscle Fluttershy had in her body, and in that circle lay Fluttershy's untampered sex. Her clit rested tiredly against the growing ponut, threatening to be taken by the crinkling flesh that was once her body. Pinkie, meanwhile, throbbed needily against Rainbow's stomach - feeling the prostate form, pleasured by the transformation the former pegasus was going through.

Feeling the g-spot form was enough to send Dash over the edge once more as she rubbed Pinkie enough to get her to orgasm. In the process, the last bit of the transformation finished up, Fluttershy's clit merging with Dash's ponut, forming the perfect rear entrance to the blue pegasus. It winked, just begging to be used. And luckily for her, Angel was just as ready to give it a test drive as she was to get one. "C'mon Angel! Give me a try!" she said to the bunny, using her magic to lift him from his seat as she slowly rolled onto her hooves, bending over.

"Cuuum..!" was all Pinkie was able to think, the orgasm rocking her world as the trio's g-spot set into place and the clit disappeared from view. Fluttershy sat there, transformed and begging to be filled:

"I want Angel... want him so bad... I need to be filled..." she whined, unknowing that's just what was going to happen. As such, when Angel smirked and was brought over to the new ponut, she was surprised and put into ecstasy when he dug his tiny claws into the hide of her new form and prodded her tight entrance with his animal cock.

Dash moaned and shuddered a bit at the sensation, pleasure rocking through her body. "Mmmm.... that's it, Angel. Get Shy ready for your cock. All three of us want this," she moaned out, wriggling her now yellow cheeks to entice him a bit more. Already she was feeling some more juices start to drip from her pussy from just the bunny using his claws.

A chittering "chuckle" from the bunny let Rainbow Dash know that the feeling was mutual. He rubbed his small length against the upper rim of his old owner, enjoying the feeling of the crinkly flesh embracing his member. The former mare it used to belong to begged for his entrance: "Ah... I want him inside so bad... want him to... use me to feel good... make master Rainbow feel good..." And despite being unable to know the thoughts running through his former owner's head, the winking of her new form gave Angel a pretty good idea. With little warning, the little guy retracted his claws, then quickly hugged the ass - digging his claws back in and hilting fully into the ponut! His length was small, as was his girth, but it was the perfect size for poking Dash's brand new prostate.

It was enough for Dash to throw her head back, moaning even louder at this. "Oh yes, Angel. Mama likes that very much!" she yelled. She wasn't sure why she called herself that, but it just felt right to say. As she screamed this out, she pushed herself back against him, getting the length as further into Shy as possible. "K...keep this up!" she moaned out, feeling Pinkie start to twitch again already.

Despite her sack being largely spent, Pinkie never had the chance to retreat into her sheath. She throbbed dully against Dash's leg, and soon - thanks to Angel's penetration - she was a half-chub, slightly dangling from Dash's crotch like a phallic pendulum. Fluttershy squeezed on the cock entering her, naturally inclined to reject foreign objects, but oh so badly wanting to take what Angel had to give. The bunny began to pound away, rutting at "mama's" new ass. It had only been several seconds, yet already he was humping like his life depended on it. Pressing Dash's button with each mini thrust. His tiny, fuzzy balls tapping the lower rim of Fluttershy's repurposed form.

Each time Angel hit her sweet spot, Dash felt her own arousal increase more and more, body spasming a bit with each thrust. "This... this feels so awesome! I've taken dick up my ass before, but never like this! Mama loves this, Angel!" she screamed out, juices squirting out from her pussy, and what was left inside Pinkie getting ready to burst out. She wriggled Shy's cheeks, encouraging Angel to go just a bit harder, wanting him to fill her former friend up as much as Angel could.

A part of Fluttershy knew that if there were any hope of turning back, it would be Dashed away if she were filled by her pet. By anypony, or anything. But she didn't care anymore. The pleasure she experienced every time the small animal poked her pleasure center and prodded her rim was enough to whittle away any reluctance she might have once had. This was a position she wanted to be in... a position she needed to be in. The position she was meant to be in. She tightened herself upon the mercilessly-thrusting cock, as though urging Angel to climax inside of her. Pinkie was swinging about left and right, hard to about the point of her medial ring. But the ecstasy of her... of their new tailhole made it certain she was going to unleash and empty all her balls had to offer.

Angel Bunny dug his claws in, drawing the slightest bits of blood as he struggled to hold onto what seed he had. He wanted both his mamas to feel his humps as long as he could, but he knew the dam was ready to break. He grit his teeth, humping like his life depended on it. Until finally, Fluttershy the mare was no more. He unleashed inside of the waiting ponut, thrusting hard against the g-spot and filling up the tight yellow hole with his rabbit seed until it spilled out of what was once - and would never again be - Fluttershy's sex.

As Angel filled up Fluttershy, this broke Dash's dam, causing her to cum from not just her pussy, but from Pinkie as well, draining what was left in her balls. The force and intensity of this orgasm caused her to drain most of the energy she had left at the moment, forcing her to lean back against Angel, flapping her wings so as not to accidentally crush him. In the process, she felt something change within where she and Shy met, and she knew, just like Shy did, that this meant that the change was now permanent. And just like Shy, she knew this was where the former buttery pegasus was truly meant to be. "Mmmm... Angel... honey... that was wonderful..." she said with an exhausted smile. It seemed like, just how some of Pinkie's personality merged with her, so too did some of Shy's. She was still mostly the awesome and brash pegasus that she was, but it felt like she inherited some of Shy's love for animals. She wasn't sure if this made Angel her special somebunny, or if they were just friends with benefits, but that was something they could work out later.

As Pinkie subsided after the blissful pleasure - as did Fluttershy - both merged former-ponies gave into mental exhaustion. The last thing Dash heard out of either of them was a single thought in unison between the two. "New ass... part of master... forever..." And just like that, as Angel Bunny pulled out his cock and let his seed drip down and warm both Rainbow's snatch and her snatch, Fluttershy flinched - settling into her new permanent life. The bunny gave a sweet kiss to his old owner, where he had scratched her, almost kissing her goodnight more so than apologetically. Or perhaps goodbye. And then he hopped down, chittering something at Rainbow. Probably a thank-you for the release. He cradled his flaccid cocklet, using his other upper paw to wipe some sweat from his forehead. That had definitely tuckered the little rabbit out!

Dash leaned over and gave him a gentle kiss. "Thank you for that, Angel. You made your mommy very happy," she said, before gently picking him up and laying on the couch, resting him against her stomach. "Whew... I think that wiped most of my energy out too," she said. "But there's something you and I need to talk about. I don't speak bunny, but..."

She used what little energy she had left to connect with Angel's mind. "Can you hear this?"

As the rabbit began to hug his new mama by the stomach and rest, he perked up, ears and eyes curious. He chittered something of confusion in response to hearing something in his head, and he gave a questioning sort of thumbs up.

"Heh, okay, good. That's me. Now, try to think your response in words," she said, giving him an encouraging smile and petting him a bit.

The bunny's eyes flicked between the gazes of the fuchsia eyes. He seemed to concentrate, gritting his teeth in an expression of mental struggle. Slowly, Dash heard a response. "I... figured Discord would have... done something like this before you did." Not a panting or unintelligent sort of slowness, but it was clear his rabbit-brain wasn't so strong as a regular pony's.

Despite his slow way of mental speaking, his voice sounded like a rebellious teenager from Baltimare. Which was pretty much exactly what Dash was expecting.

"Heh, kinda surprised he didn't. But I've never really been one to wait. As soon as I get a new toy or something, I try it out as soon as possible," she chuckled.

The bunny nodded understandingly, crawling up to lay his head on Rainbow Dash's chest floof. "Is she still... in there?" the rabbit thought, audibly panting with the effort - though perhaps that was his own post-coitus. The cutest string of seed had been left between her belly and her floof.

"Yeah, she is. Pinkie too. She's mostly focused on pleasure now, but I can have you talk to her if you want," she said, smiling as she pet him.

Angel contorted his body to the side, looking down at the cock as it finished slithering back into its sheath. He chittered another chuckle, and he responded, "No, she looks pretty... tired. How do they... both feel?"

"They both feel pretty awesome. Like... they were always destined to join with me this way," she said with a smile. "And it's kinda cool that I now technically have three cutie marks. Not many ponies can say that and have it be a good thing."

Angel got up from where he lay, hopping off of Dash and then hopping along the edge of the couch, then between Dash's legs. He stood in front of her balls, considering them as though they were a modern art piece. "'Little jealous," he admitted, running a fuzzy ball down the crease between the pink, furry orbs.

She moaned gently at this, feeling a tired twitch from Pinkie, though this quickly stopped, seeing as she still didn't have any real seed left. "Heh. I could probably ask Twilight to give you a bigger pair of your own. But before that... let's talk about you and me...specifically our relationship"

"Right. You're probably... going to be taking... care of me from now on, right?" he asked, giving the sheath a gentle pat before hopping back up onto the mare's stomach. "I don't eat a... lot, if you're worried about... that."

"Heh, not just that, but thanks for the heads up," she said, petting him some more. "But while I am your owner now, I was curious if you wanted to be more than just my third pet. Like, if you wanted to get into a full relationship. It'd be a bit weird, a pony and a bunny, but I'm for it if you are."

As the bunny thought to Rainbow Dash, it slowly became easier for him over time. He patted his chin several times, glancing curiously into Dash's eyes. "I've never really been in... a relationship before. Other than rutting mama and maybe drinking... her milk sometimes," he admitted with an almost proud smile. "But sex with you and mama? was really nice. I definitely want to have more. If you want me to be a bit more romantic, I could probably try..."

"Well then, let's make it official. From now on, we're a couple. Though I guess technically it's a foursome, considering I'm made up of three different ponies," she smiled back before lifting him over to her lips and giving him another kiss. "Congrats, Shy. Angel's gonna be using you a lot more from now on," she thought to the pony that now made up her ass.

Although she was mostly dormant then, the ponut twitched - a little bit of seed dribbling out onto the couch as Fluttershy quietly thought, "Yaaaay..."

Returning the kiss by pressing his nose and mouth against Dash's tongue (to compensate for the great difference in size), Angel's flaccid cock inadvertently smacked Rainbow in the chin, and the bunny gave a quiet noise of pleasure.

Being careful not to accidentally swallow her partner, Dash continued the kiss for a short time, gently rubbing the rest of his body in the process.

As the two made out, she noticed Discord and Twilight return out of the corner of her eye, the expression on the Alicorn's face being a bit hard to read.

Not knowing she had already been noticed, Twilight cleared her throat to get the cyan mare's attention. Her cheeks were visibly warm, seeing both the interspecies makeout session and the openly displayed cock. "Ahe-he-hem."

Dash pulled away from Angel, not the least bit embarrassed to be caught like this. "Hey Twi. Discord. 'Sup?" she asked, grinning casually as she rested a hoof behind her head.

Before Twilight could speak, Discord spoke up on her behalf, flirting with the futamare: "Oh, just wondering if you wanted to know if you'd take me up on that offer I boasted earlier." The draconequus stepped near, his eyes suddenly going wide as he saw the yellow on Dash's ass. He recognized the shade immediately, predicting the reality of the situation without having seen the cutie mark. "Nooooo," he exhaled in disbelief, a smirk coming onto his face. "Don't tell me. Her cake has already been creamed, hasn't it?"

"More than creamed. We're together forever now. Me, Pinkie, Fluttershy, all as one pony. I'm pretty much a walking threesome now," Dash said with a chuckle before smirking. “As for your offer, I'd love to take it, but there are two problems right now. One, Pinkie's kinda spent for now, and I don't know how long it'll be before we can go another round. And two, I don't know if my boyfriend would be okay with it." She looked towards Angel's eyes as she said the last part.

Angel gave two thumbs up to Fluttershy, gesturing to Discord's crotch and then making a wide emote with his paws. He didn't seem to have any problems with it. He did give the mare a sweet kiss on the cheek though, as though thanking her for being considerate. Laughing at the bunny's antics, Discord held his belly. "Haha! Well I will surely be waiting merrily until your party cannon has a good recharge!" He then narrowed his gaze on Dash, playfully feigning a predatory glare. "I'm almost jealous you didn't have ME seal her there forever for you," he grinned on one side of his face, a sharp canine sexily biting his lip.

Dash chuckled a bit at that. "Well, I didn't want to interrupt the important conversation you two were having. Plus, Angel was here already, and I didn't feel like flying over there when we all really needed this," she said, looking towards Twilight. "And how do you feel about all of this?'

"You do know we can teleport don't you-" Discord started, but Twilight stepped in and finally began to speak.

"Well, that's actually what we came here to talk to you about," she stated with a sheepish smile. "We may have possibly... both of us... known that the experiment would give you the ability to turn other ponies into part of you." Discord gave a mischievous laugh, and Twilight continued. "You actually aren't the first to ever turn another pony into your... um..." She cleared her throat, cheeks red. "Nor your... plot. Actually, alicorns have done it from time to time for millennia!"

Some gears turned in Dash's head at that last sentence. "So... that's why AJ and Apple Bloom haven't been around? One of the princesses decided to turn them?" she asked, ignoring the first part for now. She was curious as to why they wanted to give her this ability in the first place, but one question at a time.

Discord crossed his arms, grinning as he leaned against the wall. "You're smarter than you look," he teased.

Twilight nodded to the pegasus, smirking despite the red building in her face. "Mhm. And they both look very beautiful and happy on her."

"Hey, I might be brash and impulsive, but I'm not stupid," Dash said with an eye-roll to Discord before turning her attention to Twilight. "Are their marks still on them like Pinkie's and Shy's are on mine? And which princess did it? Was it Luna? I bet it was Luna. She always did seem kinda lonely."

"Could have fooled me-" Discord jabbed before being whapped in the side by a purple wing.

"Ahem. Anyway, yes! Luna took a liking to Applejack, and she turned her in the middle of the night. Then when Applebloom heard the sounds of it, Luna turned her, too, so that the sisters would never be apart. As she told me," Twilight rubbed the nape of her neck, embarrassed to convey all of this, "it was rather sweet and intimate. She's... or they, have been having sex with Big Mac every night since. That's why he's never been worried. He knew they were both safe and sound."

Discord casually hummed Sweet Home Alabama, which of course, no one there even knew (although perhaps Pinkie may have, had she ears to hear with).

"That was so kind of Luna to do that for them. Speaking of siblings, though, I wonder if Pinkie's sisters would mind if I fucked them with her," Dash said, rubbing her chin in thought. "Eh, maybe later. For now, let's talk about that other thing you mentioned. So you two knew this was gonna happen?"

"Weeeeeell," Discord started, "we didn't knoooow, but it was an educated guess."

"It's actually not unicorns that have that particular part of their brain activated. It's alicorns. Sorry for lying to you, but I thought it was best not to make you feel like you were... well, god-like," Twilight apologized.

"Hey, no biggie," Dash said with a shrug, before smirking. "So I'm pretty much an alicorn now, huh? Any chance of me getting a horn?" she asked, half-joking.

"Don't be expecting immortality anytime soon either," Discord warned, ruffling Dash's mane.

"But I will become immortal eventually, right?" she chuckled.

Twilight shook her head a little sadly. "We can only speculate, but our guess is no, unless you ascend the old-fashioned way."

"Eh... sucks, but whatever. I'm awesome, so I probably will ascend before I die," the pegasus said with a shrug. "But why'd you give me these powers anyway? Just wanted to see what I'd do with them?"

"Well," Twilight smiled, blush returning to her, "we imagine that the strength of the elements can be stronger if all they feel is pleasure all the time. Plus, it only seems pragmatic to have them in less than six places at once. And, of course... you know we all want the best for our friends. Pinkie and Fluttershy are happy, aren't they?"

"Oh yeah, very happy," Dash said, taking a quick moment to check on their mental states to confirm. "And I was actually gonna ask you if this meant that I could wield Kindness and Laughter as well as Loyalty now. Guess that answers the question for me," she said with a light chuckle.

"Mhm!" Twilight nodded. "The power is still inside them, but you're now a conduit for their energy. In fact, I wouldn't be surprised if they rubbed off a little on you when you merged... Is that why you have an... attraction... to Angel, perhaps?"

"I think so. I've also been calling myself his mama. And just feeling a bit more affectionate in general," Dash said, smiling down at her bunny boyfriend. "I wonder how the other animals will react to all this. Angel's the only one I saw when I got here."

Discord chuckled, an almost-evil grin growing onto him. "Maybe I should leave you to the wolves~" he teased, biting a claw. After a few moments, he sighed contentedly, reclining in relaxation and letting himself take on a more casual demeanor. "I'm kidding. Let them each take a sniff at you, and they'll probably be calmed enough. I can take care of them whenever you aren't around. I'm sure you and Pinkie and Fluttershy will be veeeery busy after today, hmmm?"

"Oh yeah. Angel and I might be together now, but I get the feeling our relationship is a very open one. Though speaking of him," she looked at Discord. "Do you think you could make it so that he can speak out loud? While I can sort of understand his movements, and I could always just connect with his mind, it'd be nice to be able to have a full out-loud conversation."

"Piece of cake," Discord snickered, snapping his fingers. "-Like your friend."

For a few moments, Angel Bunny levitated, and his throat glowed. His neck extended, then unextended, and soon he was set down again. He put a paw to his throat and looked between the three of them. "Um... testing?" was his first word, and he sighed. "Geez... chittering was, like, forty percent of my cute factor!"

"That voice makes you twenty percent cuter than you were, so relax, would ya?" Dash said as she rolled her eyes playfully, before petting him some more. "And even if it didn't, you're still a fucking adorable bunny."

"Thanks, mama," he replied immediately, taking hold of the hoof and "helping" Dash pet him thoroughly. "Thanks for letting me fuck Fluttershy away until she was just a hole."

"Anything for you, my darling little bunny boy," she said, blushing a bit at her own word choice. "And now you'll get to use her whenever you want."

The bunny's prick was already starting to rise with the mere thought. "I hope you know that thing about rabbits isn't a myth," he warned, giving her hoof a careful but slow scratch.

"Well." Twilight blushed, clearing her throat and starting to walk backward, towards the exit. "You three may... do whatever you wish to do. I am going to Canterlot, to see how Applejack and her sister are doing. Did you want anything before I leave, Rainbow Dash?"

"Some nookie?" Discord joked, receiving a glare in response.

The scratch made Dash purr gently. "Yeah, Shy told me that before,” she said to Angel, pointedly ignoring Discord’s joke.

She turned her attention to Twilight. "I don't think so. If I think of anything, I'll just get in touch later. So see ya later, Twi."

"Yeah... see ya..." And with that, Twilight left in quite the hurry - teleporting away before the smell of sex might permeate the air. And so it was just Rainbow Dash, her ride-alongs, Angel, and Discord in the room. The latter put his hands behind his head, giving Dash a grin. "So, how much of a mental fight did she put up?"

"She put up a bit of a fight, but some mental images, and some promises to take care of Angel, her animals, and her cottage, and she was putty in my hooves," Dash said, putting her free hoof behind her head as she continued to pet the bunny.

"Part of me wishes she fought it a little more," the draconequus said, taking a step closer to the pegasus. "If she needed a taste of the pleasure before she gave in. I hear that's what Applebloom needed, cute little filly." He reached out and, if not resisted, laid his lion paw on Fluttershy's cutie mark. The mark which showed her new permanent place in life. Discord rubbed it sensually, giving it a light scratch with his claws. "Heh heh... mind flipping over so I can get a good, full view of her? Or would 'bunny-boy' mind a little too much?"

"A hole for rutting is a hole for rutting," Angel shrugged. "She's probably all stuffed and dried by now. I wanna see it too."

"Well, before I transformed her, I did fuck her throat a bit," Dash said with a casual shrug as she turned over and bent, putting her yellow ass on full display for her bunny lover and the draconequus. "Take a good look at her boys," she gave a few shakes as well. "Pretty hot, huh?"

They watched it sway, clearly enraptured. The cryptid looked a bit closer, then took a long, deep breath of Fluttershy's new form and the cum that had sealed her there. He slowly reclined, looking nearly intoxicated. "Mmmm... good job, Angel. I can tell she won't be getting back her independence any time soon. Or ever."

"Heh heh... good..." Angel smirked, crossing his arms and looking up proudly at his former owner's cum-dried asshole. "I'd say this is DEFINITELY an improvement on her appearance!"

"Hey, I thought you liked her," Dash said to Angel as she settled back onto the couch, quirking an eyebrow. "Or did you just stay here because you had no better place to go?" Her tone had a hint of mock offense, but she was genuinely curious about the answer.

"Oh, she was a great owner," he answered quickly, hopping up onto the hump Dash formed with her ass in the air. "I just liked to give her those sorts of jabs because she was easy to embarrass. Plus, you know she was... really into humiliation, right?"

"It's true," Discord confirmed, chuckling as he thought about it. "And I would say the little bunny-boy is right - so much more attractive like that! So shapely, wouldn't you say, Dash?"

"Mhm. And it's the perfect balance between the chunky ass that Pinkie had from all her sweets and my old flat butt. In fact, I think having this will make me even more aerodynamic than before," she said with a chuckle. "Heck, I'm pretty sure this will make it even easier for me to become a full Wonderbolt someday."

"I wouldn't mind taking a fly with you," Angel smiled, leaning to one side and scratching the mare's changed flank with one rabbit foot. "Fluttershy was never really my speed. Too worried about me being safe and all that."

"If you end up as a Wonderbolt," Discord grin, "don't forget to thank the mare that ended up getting you there."

The draconequus looked almost unbearably urged to slap Fluttershy, but he contained himself for the moment.

"Yeah, that's Fluttershy for you," Dash moaned lightly at the scratching. "When we were foals we'd go to flight school together, but I'd keep having to wait for her. Got boring real quickly. And yeah, Discord, I'll be sure to do that."

With that, she gently picked Angel up and hopped off the couch, getting to her hooves. "Now unless there's anything else, I think it's time to show her animals what became of her." She levitated Gummy onto her back as she stretched her wings a bit.

Angel bounced behind his new mother, watching his old owner sway with each step. "Don't mind if I watch," he chuckled, never more than two feet behind.

Discord followed as well, a bit further in tow. "I certainly hope you won't mind if I watch them sniff Fluttershy's new form either. I'm sure plenty will give her licks too, hmhmhmhm..."

"Heh, I'm kinda looking forward to it," she chuckled as she headed outside. To make this a bit quick and easy, she sent her mental energies outward, connecting with all of the animals nearby, sending a thought to all of them to compel them to come towards her. This way she wouldn't have to look for them.

And quickly, critters of all kinds began to come out of the woodwork. Fishes popped their heads out of a nearby stream; chickens approached from their coop; birds of all kinds flew out from the forest; bears followed behind them; weasels and moles popped out of the ground. All (save the fishes) circled the blue mare in bestial curiosity.

She did a quick headcount, and once she made sure that was every creature, she cleared her throat. "I bet you're all wondering why I called you here," she joked. Then she waited a few seconds before continuing. "Fluttershy will no longer be able to take care of all of you. But don't worry, she's still here."

And with that, she bent over and raised her yellow ass in the air, making sure they could all get a good look at what had become of their former caretaker.

The animals all watched on curiously, initially starting to look inquisitive and concerned - until the blue pegasus lifted her rear and showed off the new and improved Fluttershy. The concern vanished, but the inquisition magnified tenfold. One by one, they curiously approached the walking threesome. Crowding around Dash and sniffing their owner’s new form. Some got closer than others. Some only sniffed the air; some sniffed Rainbow right on her tailhole. It wasn't long before some were licking at her. Perhaps greeting their mother, perhaps getting a curious taste of what she had become... At any rate, soon Fluttershy's consciousness was awakened from the sniffs and the licks. Her mind thoroughly broken by Angel's brain-melting cum, she vaguely thought this: "Ah... feel... animal tongues... feel so... warm... good... animals, so nice..."

"I know, Flutters, I know," she thought, moaning out loud as they licked. The sensations of their tongues in her yellow hole started arousing her some more, causing her pink shaft to harden. Her balls were still mostly drained, but there was at least some seed in them now. "So, there you have it. Your former caretaker is a part of me forever. I don't think you guys mind it, but I figured I'd show you anyway." she said out loud around her moans, even pushing back against a few of them to help them get even deeper into her.

Pinkie's consciousness, in only a half-dormant state, whimpered in a way that implied Pinkie was somewhat sleeping but having the most pleasant dreams she could hope for. Almost begging for more pleasure. While Fluttershy, on the other hoof, was wide awake and openly asking... pleading for the tongues to continue. It got to a point where multiple animals were slathering their tongues over her at once - some inadvertently trailing the wet muscles up Rainbow's snatch and coinpurse - giving her chills when they would slather the latter in their saliva just before the orbs were exposed to the open air.

The sensations just made Dash shudder and feel a bit needier. As she let a few continue to lick her ass and pleasure Fluttershy, she looked towards Angel, gesturing to her now wet balls, inviting him to give them a few licks, wanting them to remain warm. "C...c'mon Angel... M-mommy needs her balls dealt with..." she said, practically pleading with him. At the same time, she subconsciously sent out a thought towards some of the other animals, inviting them to give her shaft a try as well.

Many of the animals took to this. After all, they were already licking and sniffing close to one of her sexes. There was no point in not being opportunists! So, some of the crowd moved under Rainbow's legs and began to lick Pinkie - drawing her from consciousness. Especially as they licked her furry sheath, drawing her completely out of her permanent home. Pinkie hardened fully, flared head twitching against the pegasus's tummy as the animals began to sniff and lick on many different parts of Rainbow's friend-shaft. The best of these, was her medial ring - which a young, male wolf took a particular liking to. Angel was obedient, hopping from head to head in the crowd until he was upon the neck of that same entranced wolf. Before he did as Dash asked, though, he tortured her a bit: reaching out with both paws he began to vigorously rub his soft fur against her sack. Heating the orbs. Feeling the seed churn within. Making them beg for him to do as mommy had asked.

All of these sensations on her shaft made her shiver and moan with pleasure as she gave a few thrusts, inviting the wolf to take it down his throat, being careful not to dislodge Angel from his position. "A-Angel... please... enough teasing... Mommy needs this..." she said, feeling her balls get really warm. At the same time, some arousal started dripping from her pussy, inviting some of the smaller animals to give her folds a lick.

Unbeknownst to any of the animals, and the multicolored pegasus herself, a young orange pegasus filly was scootering her way to the cottage, having been told by Twilight that that's where Dash was.

The wolf followed the physical suggestion. He stopped licking, panting with desire as he trotted forward and turned on his heels through a pair of raccoons that were taking turns climbing on top of one another for tastes of the pegasus. Soon he was standing in front of her imposing male sex, slobber dripping from his tongue as he began to lick the flared head of the pink horsecock.

As his platform was removed from under him, Angel quickly stuck a paw into Rainbow's pussy for leverage, and by consequence, he pressed the fluff of his paw against her clit. His small claws scratched the inside of her dripping cunny, but the bunny was careful not to hurt her. He was cruel, certainly - but no monster! As several of the animals began to lick her female sex, Angel focused on finally doing as he was asked. Reaching down, the bunny gently grabbed some loose skin between the orbs and pulled them close to him. He began to lick both baby-makers in almost artistic swirls and passionate, slow slathers of his rabbit spit. He took especially good care licking that fold between them, letting his saliva drip down the sack just as her fluids and animal slobber dripped down his, providing a teasing sensation to his tiny cocklet. He lifted one of his feet, using his adorable pink pads to stroke himself - moaning as he did, and never taking his tongue off his mommy's precious coinpurse.

Encouraged by the wolf's licking, she gave a soft thrust down his moist cavern, moaning gently at the warmth of the insides.

At the same time, she gave a slight jerk from Angel gripping onto her clit, restraining herself from moving too far so as not to disturb the rest of the animals. And as Angel warmed her orbs, she felt Pinkie get even harder than before, stretching just a bit further down the wolf's throat. "Oh... oh yes... mommy likes this very much! Keep doing this everyone! You're being so wonderful!" she moaned out, voice briefly shifting to imitate Fluttershy's before dropping back into her normal scratchiness. The smell from all of the animals' arousal was getting to her even more, and she started panting a bit, wanting one of them to stick their cock down her own throat.

The wolf licked over her medial ring once more, keeping Pinkie's senses ablaze and her broken mind moaning out for more as she throbbed within his panting maw. Fluttershy was no different. So many tongues and noses upon her in such a short time. Cold nose, hot tongue. Cold nose, hot tongue. It was almost too much for her own dumb consciousness to handle. Occasionally, a couple of the animals would begin to mount up, prodding her entrance. But things were so crowded, no animal ever got more than a single thrust in. Still, every attempt was appreciated, as proven by the moans echoing in Dash's head.

It didn't take long for Rainbow to get her wish. As the musk started to cloud any sensibilities she had, a bear - too worried about hurting the other animals if he were to lick her sexes or ass - approached her in her clouding vision. It huffed in her face in a predatory manner, but only the best predatory she could have ever hoped for. He wanted some love too. It was Harry, Dash faintly recalled as he stood up on his hind legs - his pride hard as diamond. He took two lumbering steps forward, taking hold of the pegasus's neck - claws pressing tight to her flesh as she was left eye-level with the ursine cock.

"H-hi... H-Harry..." she breathed out before his musk practically overwhelmed her mind and she pushed forward, taking his cock down her throat a bit. His veins were nice and big, and she started lathering them in her tongue, managing to use her wings to caress his balls. She'd attempt to use her hooves, but with how busy the rest of her was, using her wings was easier.

The wolf's maw was making Pinkie so pleasured that it only took a few thrusts before Dash felt her twitch. At the same time, her folds twitched a bit from the ministrations they were feeling, causing an even larger dollop of cum to drip from them onto the grass below. She was just barely hanging on the edge of orgasm from both of her parts, and any second now she'd be sent over.

She wouldn't last long. Feeling the twitching of her sack, Angel snickered beneath his mommy and suddenly left her orbs unattended. Dropping to the ground, he quickly bounded back up and grabbed hold of her labia. Soon, he was rapidly bicycle-kicking her clit to overwhelm the poor pegasus's pleasure senses as some animals continued to lick around the rabbit and slather Rainbow's folds. Meanwhile, Rainbow began to be double-penetrated. As the male wolf kept on sucking Pinkie and bringing her closer and closer to blasting her seed down his throat, one of his older brothers managed to overpower his former owner's other suitors and took his rightful place: pointedly jabbing his red rocket on Dash's new ponut. He humped like there was no tomorrow, knot inflating in almost no time, as he was oh so aroused from everything thus far. Harry's cock slid down Dash's throat, and it was thanks only to its small girth that she did not choke. Harry slammed against her again and again, bringing his hips to meet the neck he held. Hilting in her mouth over and over again, the veins of his cock pulsing with need.

If Dash could move her head, she'd have thrown back and screamed as it took just a few kicks from Angel against her clit before cum exploded from her pussy, covering any animal that was positioned near it in her love juices. She forced herself back against the wolf in her ass, letting out a muffled moan around Harry's cock as she continued to expertly suck it. At the same time, after a few good more good licks from the wolf at her front, she gave one more hard thrust before what seed Pinkie had managed to recover blasted down his throat. This seemed to set off a chain reaction, causing every animal that wasn't currently using her to start orgasming and releasing their juices as well. Whether this was into another, or just on the grass below, it didn't matter.

Indeed, many had begun senselessly fucking. It was like a miniature mating season, on a miniature mating ground, beside the former owner that had gotten them so needy. Many babies were made at that moment as cum unleashed both inside and outside of the virile beasts. Even some interspecies had coupled together. How sweet! Yet there was no time to pay mind to them - Rainbow Dash was still busy taking it from both ends.

Angel, the most covered in the cunny's juices, flopped to the ground - and many of the animals gathered all came around to give him a tongue-bath, jealous of his luck. And pretty soon he was pleasured by so many tongues unintentionally (or perhaps knowingly) licking his cocklet. As he let this happen, he looked up and watched the frequent snapshots he managed to get of the double-stuffed mare as the bear and the wolf humped her desperately. The younger of the wolves let all the cum slide down his throat or slather his tongue before he let Pinkie fall from his maw - swinging in the wind, entirely spent. The older, meanwhile, began to slam deeper and deeper, thrusts slowed in part by his inflating knot. Likewise, Harry growled as he too approached climax. Until finally, Fluttershy was filled once more, and Dash's throat took a delicious, huge helping of ursine seed. Both animals came inside, roaring and howling as they filled up their old owner and the one that assimilated her. Fluttershy cried out in ecstasy, "Love... cum..! Love... wolf knot..!"

As the two's orgasms occurred, a third did. Seeing his new mommy get filled, Angel let his seed fly loose, shooting it onto his tummy, chest, and chin. A nice badger was kind enough to lick his seed from his fur, while a weasel happily licked his cock clean. By the time they'd finished, Harry was pulling out of Dash's ravaged throat, and the wolf had dismounted, panting tiredly as he turned around. His knot remained inflated, holding him firmly there as he enjoyed the feeling of his afterglow.

Dash had eagerly swallowed every last bit of cum from Harry's cock, loving how sweet it was. The taste from the cum matched the personality of the bear that had given it to her. She tried flapping her wings, but was too exhausted from her multiple orgasms to stay in the air for more than a few seconds, so she slumped onto the wet grass below, causing her belly to get covered in some of the white juices, just panting exhaustedly. "That... that was... so... awesome..." she managed to say, looking up at the animals with a smile on her face. "And... Fluttershy loved it too... You all did great..."

The animals all gave Dash kisses. Most in the face, some on the wings. Some on Fluttershy's form, where the wolf knot met her entrance. The wolf barked happily, turning his body just enough to give an appreciative lick to Dash's flank, on Fluttershy's cutie mark. The animals slowly began to return to their homes to rest off the vigorous mating, leaving in their wake the conjoined wolf and pony as the former panted with pleasure. Them, and the lingering scents of a dozen kinds of musk, left by the cum covering the grass.

Meanwhile, Fluttershy felt a tingling underneath her. At her side, two small white rabbit feet were kicking desperately.

As the animals all kissed her, she returned the ones to her face, letting the others kiss wherever they wished. Each kiss on her flank made her moan gently. Feeling the kicks against Fluttershy made her realize that she had accidentally landed on Angel. "Oops, sorry about that," she said with an embarrassed chuckle before rolling off of him.

Out of the corner of her eye, she noticed that her honorary sister, and biggest fan, was staring at her, jaw dropped. She had been there for at least a little while, as evidenced by the grass beneath her having turned shiny with orgasm.