To Be One with the Rainbow

The pair stayed like that for a little while, Dash gently petting Angel as he continued to lick. But soon the relative silence was disturbed by a loud grumble from Dash's stomach. "Heh... guess we should get some food."

"You know..." Angel sighed, hopping down from Dash's thigh and moving to instead rub her flank. "Fluttershy used to swallow me sometimes. It was kinda nice." He looked up at the mare who had assimilated her. "I know you're probably hungry to actually eat something, but I thought I'd let you know. Keep the door open, heh..."

"She never... digested you, did she? Just kept you in her stomach for a bit?" Dash asked, looking at him, licking her lips a bit. She hadn't thought of eating another creature, but now it was sounding interesting

"I'm still here, aren't I?" he joked, rubbing the yellow plot thankfully. "Just kept me in there, sometimes for hours at a time. It was like her body refused to digest me, just because she was too nice."

She chuckled a bit at that, moaning gently at the rubbing. "Alright. I guess I can eat you until I find some real food. I'm gonna have a huge meal today."

"Sounds good!" the rabbit exclaimed, bounding up to Dash's pregnant belly, carefully digging his claws into her hide to keep from falling. "Hope I'm filling enough for you! Heh heh!"

Dash chuckled at that. "We'll have to see," she said before opening her mouth wide for him to enter.

Angel Bunny was quick to hop again, grabbing onto the inside of his partner's lower jaw and hoisting himself up, with effort. Already he was getting aroused by this prospect, and Dash knew this because his cocklet throbbed lovingly against her lip as he crawled onto her mattress of tongue.

Being careful not to hurt him, she wrapped her tongue around his small body, getting a good taste of him. "Heh, you taste like carrots."

"And your tongue tastes like cum," the rabbit teased, though his voice of course came out a bit garbled as he let the seedy tongue play with him.

She laughed a bit at that as she finished lathering him with her tongue. Once she was done, she tilted her head back. "Ready?"

"Send me down the rabbit hole just like Alice," he requested, turning his body so that he could slide belly-down into her throat, and so that she might feel his cute little prick rubbing up against her throat.

"Alright. Remember to keep your arms and legs inside the ride at all times. We hope you enjoy the Rainbow Dash of a Lifetime," Dash 'said' in a stereotypical announcer voice before swallowing, moaning gently at the taste of his prick

Angel slowly slid down the throat, arms extended out in front of him and legs, likewise, so that he might slide down more easily. He moaned all the while, the muscles and fat of the inside of Dash's esophagus stroking his cock tantalizingly slow. Resisting every urge to reach down and touch himself, he did as Dash told him and just let himself enjoy the ride down her tight throat.

Feeling him slide down, Dash gently rubbed her throat, massaging him as he slid down. "This feels really nice," she thought to him as he continued his descent downward, eventually landing in her stomach, her acids parting around his landing zone, giving him space

And when he was there, Dash's stomach shook slightly. She could hear the little guy quietly groaning more than her stomach, and it was obvious he was jacking himself off inside of her. "I forgot... how good this feels..." he thought up to her, his wet, slickened pecker easily sliding against his soft paw in the darkness of the mare's tummy - which looked even bigger than before.

"It feels great out here as well," she thought back, moaning gently as his masturbation stimulated her stomach, making her a bit aroused. Being careful of him, she sat on the grass and started rubbing Pinkie with her hooves. "We'll definitely be doing this a lot too."

"That's... nff... good to hear," he thought, pleasure leaking from more than just his mouth. Careful of himself, he slowly shimmied against the bottom of the stomach, eventually pressing his back to one of the warm, wet walls - never taking his paw off his pecker. Pinkie was easily awoken by Dash's care, and soon the former party pony was also sending Dash sounds of pleasure, only much more frequently, like it was the only thing she knew how to do. But of course, that was close to the truth. After all, what else did a cock have to worry about besides its owner's pleasure? Nothing. Nothing at all. PInkie, just like Fluttershy, did not need petty things like intelligence or responsibilities. Their only job now was to be there for master Rainbow's pleasure.

"That's it, that's the good stuff," Dash thought to Pinkie as she moaned out loud, continuing to massage her until she was fully hard. At the same time, she started rubbing Shy against the grass below her, stimulating her a bit as well. Along with that, the pleasure from both Angel and Pinkie was starting to arouse her pussy once more as well, the folds winking at the sensations.

Fluttershy now awakened alongside her fellow ride-along. Or rather, under her fellow ride-along. The wet, cum-covered grass was bringing sensations of both cool and warmth to the ponut, and it had her broken mind thoroughly pleasured. It was Scootaloo's climax she was rubbed against - the last one she would ever have under that name. The two changed ponies groaned at one another, almost in contest, while the rabbit was busily fappin' his worries away inside the dark dampness of Dash's belly. The bunny stood up (as best he could anyway), turned slowly on his heels, and began to rub his prick against the mare's stomach lining - knowing full well Rainbow could feel every movement of his hips.

"NGAH... That... That's really good Angel. Momma loves that very much," Dash thought to him, fapping against Pinkie even harder in response. Spurred on by hearing Shy's and Pinkie's little contest, the pegasus rubbed her yellow ass against the grass even harder. Any second now one of her holes would burst, either her own lower lips or Pinkie.

But then again, why not both? Indeed, as Angel's cocklet began to pulse against Dash's tummy, the mare's most intimate part began to drift closer and closer to the brink of orgasm, as did the forever-cock. Every time Dash would run the fur of her hoof against the sensitive medial ring, the cock throbbed needily, climax quickly approaching. And every time Pinkie throbbed, Fluttershy would tense up as well, "licking up" more and more of the orange filly's last orgasm. But all came to a finish, as Angel gave one final rut against Dash's tummy's insides and blew his load inside of her with an adorable moan that echoed just loud enough from her throat for her to hear.

His juices mixed with her stomach acid, turning it from its normal dark green to a more pleasant shade. Hearing his moan was enough to send her over the edge and with one last hard push against Pinkie's ring, she threw her head back and moaned loudly as she came, both from her and her pussy, the juices from both mixing in the grass below as Fluttershy took up the last bit of Scootaloo's orgasm. And Dash loved every second this double orgasm lasted, continuing to stroke Pinkie even as she slowly stopped pouring her seed

As her balls emptied and her cutie mark deflated slightly, Pinkie's thoughts reached their most primal for- stars... it must have been half a dozen times by now! She wasn't keeping count though. Not that she could if she wanted to. Pleasure - that was all that mattered. Her entire existence was pleasure. Just like Fluttershy, who finally relaxed, having practically absorbed the wet fluids of the soon-to-be-child of her owner. Angel slumped down just as Pinkie did, the rabbit flopping against the bottom of Dash's stomach at the same time Pinkie fell with a smack onto Dash's thigh - both thoroughly spent.

As they both slumped, so too did Dash, who just laid on the now mostly dry grass below her rear, keeping her hind legs clear of the spot she just came on. Something about that was a special spot to her.

"I know I've said this a lot today, but that... That was fucking awesome..." She thought to all three of them. She knew only Angel could respond coherently, but she liked praising her assets

The bunny replied first, albeit slowly, "You're telling... me... I think you enjoyed that... more than Fluttershy EVER did..."

Indeed, as Dash predicted, neither of the former ponies assimilated into her had any rational thought to respond with. Nevertheless, Pinkie sighed inwardly with contentment, asking if Dash felt good too: "Master... happy? Cock feel... milked... good..."

Fluttershy was little different than her cocky counterpart, her tired consciousness simply melting into being filled with Scootaloo's orgasmic fluids. "Cum feel so... warm... ass, happy... to be filled..."

"Yes, Pinkie, Master is very happy. And thank you, Fluttershy. I'm always happy to fill you."

"And what can I say? I love you, Angel. You're the best partner a pony like me could ask for." She replied with a smile.

Both ride-alongs slowly fell into dormancy - Fluttershy's fatty ponut relaxing, and Pinkie slinking back under her comely blanket. As their consciousnesses fell silent, Angel messaged back, "The feeling is mutual... 'Love you... mommy."

That brought a smile to Dash's face. "Heh. Still not quite used to how much I like being called that. Though speaking of being a mother..." She tried to connect to Scoot- no, Rainbowloo's mind, curious as to what her daughter-to-be could be thinking, or if she was thinking of anything at all yet.

But Rainbowloo's mind was busy being drained. Dash could feel it - feel Scootaloo starting to fade away, becoming dumber and dumber. Just as she was filled with Dash's nutrients, so too did the cord take from Scootaloo and give to her to-be-mom. Rainbow was feeding off of the orange filly's mental energy, siphoning everything of her old life as the little filly was prepped to change. Her intellect, her memories, her worries, her current aspirations... all the good and the bad, turned back like the hands of the clock and seeped out from her mind. Soon enough, there would be nothing of the orange filly left, and it would be almost like she never existed at all.

"But it'll be worth it in the end. You'll be born to parents who actually love you. Sure you'll eventually have to start looking for your mark again, but I know you'll find it. I love you, my little Rainbowloo," Dash thought to her, not sure if the filly could still understand her at this point or not. In the process of removing the filly's old life, her body changed as well. Coat turning blue to match her mother's, with her mane turning rainbow. When she'd emerge in two months’ time, she'd be the spitting image of her mother when she was a foal.

The filly seemed to be in a deep sleep thanks to the draining of her mind, but some part of her must have understood. Or maybe it was just hearing the sound of her mother's voice? Either way, Dash felt the filly radiate an aura of happiness as she smiled, pressed herself against the back of the womb, and cuddled herself as her cutie mark quietly faded away forever.

The aura of happiness burned away any remaining lingering doubts she had about this. She'd never admit it, but a small part of her was still not sure if doing this with Scootaloo was a good idea, but feeling how happy this was making the filly silenced that part.

She slowly sat up, flapping her wings to help her get to her hooves. There was still one creature she had to tell about what had happened today: Tank. He was still back home, doing whatever it was tortoises do. She had been looking forward to just relaxing with him for a while before Twilight dragged her into the experiment that changed her life for the better.

With the five beings all together in one body - plus Gummy hanging from a tuft of rainbow hair - it didn't take long for the flier to reach her home. Tank was, as usual, laying on Rainbow's bed, lazing about and absorbed in his infinite wisdom.

...Wait, no, he's just sleeping.

Seeing that made Dash chuckle as she flew over to him. Once she was above him, she gently nudged his shell to wake him up. "Hey Tank, I'm back."

The tortoise yawned, his tongue slowly clicking against the roof of his mouth as he turned his head to face his master. He didn't look shocked by what she saw, but a curiosity showed in his eyes as he looked over her form.

"I've had a pretty busy day, but to sum up the major events quickly," she said, smiling a bit at the irony of that statement considering who she was talking to. "I have magic now. Pinkie Pie is my cock. Fluttershy is my ass. Angel Bunny is my boyfriend, but he's currently in my stomach. And Scootaloo is turning into my daughter."

She watched for his reaction, knowing it might take a bit to show.

At a comically slow pace, his eyes opened wide in surprise. It was a lot to process. He looked along her form again. Then again, and again - trying his best to comprehend all of it. He eventually opened his mouth, almost to say something, but he just sighed - both unable to speak and without... anything to say.

"I know, buddy. It's a lot," Dash said, sitting on the bed, smiling gently and petting his shell. "But if you have something to say, just try and think it. I'll be able to hear it." With that, she formed the connection to his mind, waiting for him to "speak".

The response came slowly, but without the pauses of Angel's typical mental messages. Tank had fixated his gaze on Dash's yellow flank, more specifically the butterfly cutie mark. "Iiiiiiss Fluttershyyyyy oooookaaaaay? Sheeeee waaaas a gooood oooowner..."

"Fluttershy is better than ever. Her mind is a bit gone from the pleasure she's been feeling, but that's it. We both wanted this in the end."

Tank's "voice" was a bit harder to place than Angel's, but it was definitely one that was pleasant on Dash's mind. The tortoise continued to look longingly at the yellow flesh, smiling a soft smile as he heard of her being happy. "Coooooould Iiiii giiiiiive her a kiiiiiss?" he asked, tiredly lifting his neck licking his lower lip.

"Of course you can. Her other animals did, and I don't want you to be left out," Dash said, bending over to give him better access to Fluttershy.

Extending his head out, Tank laid a sweet, lasting peck on the cutie mark, like a little boy to his mother.

Dash felt a pleased shudder from the mostly dormant Fluttershy. "Mmmm... She likes that."

The tortoise hesitated, slowly turning his head to Dash. "Shooooooould Iiiiii do iiiiiit agaaaain..?"

"If you want to, I won't stop you. I'd ask Shy, but I don't really need to," she said, giving a light wiggle

At the prospect of making his old owner feel good, and knowing she was happy where she was... the wise animal couldn't resist. He kissed the yellow plot again, dragging out his smooch this time. He then made a slow, very slow, lick along the cutie mark marking Fluttershy's true destiny.

This sent another shudder through Dash's body. "Mmmmm... Yeah, she really likes it. And so do I. Go ahead and lick her some more."

Rainbow's pet obeyed, his head having withdrawn less than a few seconds before coming back to slather the yellow plot and pink butterfly with his patient, calculated tongue.

Feeling another pulse from Shy, Dash moaned at that, feeling a bit aroused from his kisses. She even heard Shy beg for more than just kisses from him

"F-feel... tongue... tortoise... want tongue... on ponut..." the broken-minded pegasus pleaded, her entrance winking with need as Tank kissed slowly along the edge where cyan met yellow.

"Tank... Fluttershy wants your tongue. We both do..." Dash said, using her wings to spread her yellow cheeks to make it easier for him.

Turning his head, Tank smiled accommodatingly and moved his slow body to be under snatch, balls, and ponut alike. He lifted his head up, ending up resting his chin on Dash's sack as he extended his tongue to dip into the tight and waiting ponut, covered in dried wolf cum.

This sent a jolt of pleasure right through Dash's body as Fluttershy let out a mental moan. The arousal went right towards Pinkie, gently waking the currently sleeping cock. "Oh yes... that's the stuff Tank."

The tortoise ignored the mental message, now intent on licking his former owner's perfect new form until he was told to stop or he couldn't do it anymore. He drove his tongue deeper, licking away the seed that had previously filled his owner. Almost more intent on politely tidying her up than making her feel good. But the two were one and the same for Fluttershy. Meanwhile, Pinkie - slipping out from her sheath - hardened and pathetically begged for stimulation as she pressed to the pegasus's bulging belly of pregnancy and rabbit-meal alike.

With each lick Tank made towards the inside of Fluttershy, Dash felt more pleasure go through her body towards Pinkie. Dash slowly started wriggling her body to help him get his tongue as deep into the yellow ass as she could. At the same time, she started gripping Pinkie with both wings and started massaging her, helping her get hard. In the process, Dash looked over her shoulder at him, noticing her pet's cock start to harden a bit. Cleaning out the former animal caretaker was just as pleasurable for him as it was for her.

Of course, the tortoise couldn't do a lot to pleasure himself. He was oblivious to Dash's telekinesis and had no idea that at any moment she might levitate a loose fold of the bed's comforter and start jacking off his cock with the plush fabric. He just kept licking, jaws now both pressing to the ponut as the wet muscle wriggled around inside. Each time the tongue pressed toward the bottom of the asshole, Pinkie and Fluttershy both shuddered. Their shared prostate couldn't be any more perfect, and neither could the slow, unintentionally teasing movements of the tortoise's tongue.

Dash, deciding to give her loyal pet a surprise, did just that, slowly wrapping the loose fold of the comforter around his cock. He deserved the reward for just how good he was treating the former ponies. As her pleasure continued to increase, she started wriggling Fluttershy's cheeks even faster. When Dash started pleasuring Tank, she started rubbing her wings against Pinkie even harder, soon getting her to her full mast. Which was good, because Dash knew that any second now, she was gonna blow.

Tank began to make noises that, although lacking ears, made Pinkie hard as stone somehow. Dash could swear she heard the quietest vestige of laughter from the cock between the pink flesh's mental moans. Tank's sounds were one of the most unfitting sounds for sex conceived, but this of course did nothing to weaken the pleasure he gave nor the pleasure he received. He humped pathetically into the folded blanket, soon matching Pinkie Pie's quick approach to orgasm. Fluttershy tightened more than every second now, feeling the cock's climax coming on and the tongue that endlessly prodded her g-spot and broke her already shattered mind.

Despite the situation, Dash couldn't help but snicker a bit at the noises her pet was making. "I didn't know you could MAKE those kinds of sounds," she gently teased, even as she started rubbing his cock with the cloth even faster. Out loud, she just continued to moan as well, since Pinkie's pleasure was also her pleasure, the cock twitching even more with each thrust of the tortoise's tongue. Not wanting to waste any of the cum that was going to release any second, she gently leaned her head forward and opened her mouth, ready to swallow Pinkie's seed. "Get ready Angel. I'm gonna start swallowing from Pinkie any moment now."

"Oh boy, cum... bath incoming!" Angel exclaimed back through the connection, standing up from where he was and opening up his arms to happily accept the shower of seed he was about to endure. Tank, with a final revolution of his tongue around Fluttershy's insides, gave out a lasting squeaky sound and came right into the bed comforter, staining it with his virile nuts' contents at the same time Fluttershy's hole clenched tightly upon the wet muscle inside of her. Pinkie's laugh was definitely not in Dash's imagination, but she didn't exactly have much time to comment; the cock was blasting off!

As the seed blasted down her throat, the cum traveled quickly down her throat, covering Angel. There was enough of it that Dash would have potentially worried about drowning him, but she used her magic on it to make sure it spread around him just right while still letting him breathe. Having not actually tasted her own seed up until now, just the pre from when Pinkie's fate was first sealed, the taste of it was euphoric to her, causing even more cum to spurt out. Knowing that Tank was now cumming, and with her concentrating more on her seed, she dropped the comforter back on the bed.

Soon, Tank collapsed with it, cum dribbling from his flaccid-going turtle dick. A couple of quiet squeaks, and then he was silent against the bed. Crotch wet with his own seed. While he rested, Pinkie emptied her balls into her owner's throat and onto the rabbit past. The cock's mind melted more than ever with this pleasure, brought to orgasm by wings and prostate stimulation alike, and now sucked dry by the one whose purpose she served. This, was true ecstasy. And she melted into it. If only for several seconds, Pinkie was gone. All that sat between Dash's legs was a hot rod of flesh shooting down her throat. And only as the orgasm waned, did Pinkie whine back into existence, giving a primal wish that her orgasms would never end.

"Sorry Pinkie, as much as I'd love nothing more than to just keep using you forever and ever, I still have needs of my own," she thought to Pinkie as she gently pulled away from her with a wet pop. "So, Angel, how's the bath? I bet it's awesome, huh?" she spoke to the bunny, already knowing the answer but wanting to hear it anyway.

Through her open, panting maw, Rainbow Dash heard Angel yell up, "Hot and gooey and perfect!" and, following this, what was almost certainly a moan. There was little doubt he was masturbating with the bath of natural lubricant, stuffing it into his tailhole, swallowing it, and letting it cover his whole body at times. A fun-bath for a happy bunny.

It didn't take long for Rainbow Dash to feel his orgasm hit the top of her stomach.

"Mmmmm... that's a good boy. Momma loves your orgasm," Dash moaned out loud at the sensation. "I'd keep you in there forever if I didn't want to, ya know, fuck you more later.”

"I'd... love that..." mentally came the bunny's voice, definitely post-orgasm.

As Dash sat there, catching her breath, her gaze fell upon the unmoving alligator. "Hmmmm... I should do something with you, but I don't know what. I don't need a cock or ass. You wouldn't make for a good pussy either. Hmmmm...."

As she rubbed her chin in thought, she suddenly "heard" Pinkie.

The pink cock knew not what Dash was saying - since the former had no ears to hear anything but the dull thud of her owner's heartbeat - but she nonetheless happened to think something relevant. As Rainbow Dash's flaccid shaft twitched within her sheath, Pinkie thought, "Cock want... warmth... want... thicker blankey..." As though responding to this, Dash's deflated sack drew into itself, mimicking Pinkie's thoughts.

That gave Dash the perfect idea of what to do with Gummy. But, before she could turn him, she knew she had to make sure it was okay with him first. Even though he wasn't very active on the outside, she knew he had to have at least a semi-active mind. Concentrating her energy on the little gators' mind, she 'spoke'.

"Gummy, if you can hear this, think something back to me.”

Gummy slowly, almost hauntingly, turned his head so that his gaze met his new owner's. He blinked, then blinked again. "This is about making me one with you, and Pinkie, and the yellow one?"

"...Yes, it is," Dash thought back with a nod. The alligator once surprised her with how observational he really was. And how intelligent he sounded. "I wouldn't do this without your permission. But Pinkie would like a bigger ‘blanket’ so to speak. And I think you'd like being that blanket, but I needed to be sure."

"Nothing would give me greater pleasure than being wrapped around the pony I could never hug," the alligator reflected, almost looking like he was smiling for a moment. He turned, lazily setting his eyes on the urethra he could see through the hole of the sheath. He stared into that abyss. A drop of spit leaked from his lip despite himself. "Carry my mind off to pleasure with hers. There is nothing I would like more."

Dash couldn't help but smile a bit herself. "I know Pinkie hugged you a lot. It's sweet that you always wanted to return the favor," she told him as she picked him up. "Now, which end do you want me to insert Pinkie into? She's gonna go all the way through no matter what, but I'll make sure it won't hurt."

Gummy briefly met Dash's gaze as he was lifted. he looked just as vacant as ever, but his mind told her otherwise: "In the rear, so that I may more easily see myself merge to envelop your sword of flesh."

"Pinkie, I have great news. Gummy is going to be your new sheath." She thought to her rod

Pinkie's half-dormant form was awakened by this thought. Hearing the name of her pet had seemingly done the best job at this. "Gummy...?" she murmured in Dash's head. Her mind was still predominantly cockified, yet she seemed to understand at least the very basis of what Dash was saying. "Gummy... sheath...? Cock be... warmer... forever...?"

"Yes Pinkie, Gummy will be your cock warmer forever," Dash thought to her, smiling a bit. "I know you like that." And sure enough, Dash felt Pinkie start to harden at the idea already.

"Alright Gummy. Get ready," she thought to the gator. With that, she rubbed him against Pinkie in order to help get her fully hard before inserting her into the soon to be former pet

As per usual, the alligator was anything but talkative. That said, his pupils dilated, and he closed his eyes as the pink cock's flared head rubbed against his tiny entrance. The animal quietly screed as his former owner pressed his tiny hole. Already he felt so lustful at the thought of Pinkie's intrusion of his insides that he flexed his hind legs and tail in such a way as to urge her to press inside of him and scratch a desperate itch.

"Mmmmm... I love how you feel against Pinkie," she thought to Gummy, moaning aloud at the sensation as she continued to get her pink rod hard.

Once Pinkie was at her full length, Dash positioned the alligator against her and started slowly, but surely, pushing into him. "Ohhh... Oh yes... We both love that..." she said aloud.

Sure enough, Pinkie's moans of pleasure entered her mind.

"Hole so... tight..." Pinkie thought, her nerves begging for more as Dash - her proper owner - thrust her head into the to-be-sheath's rectum. "Tighter than... cock remembers..."

Gummy, still stroking the front of Pinkie - but with much less concentration, screed again. He thought back to the pegasus, "The feeling is... ngh... mutual... A divine... ah... member she is..."

"And an awesome sheath you'll be," Dash thought to Gummy with a smile, gently petting him as she started slowly slipping Pinkie into the hole.

As she started sliding into him, she slowly started using her magic to get him ready. Not wanting this to end too quickly, she decided to start slowly. First, she started with smoothing out his back ridges, slowly but surely making him more suitable for being a sheath.

"That's right, Pinkie. Gummy is a very tight hole. Which means he's the perfect sheath for you," she thought to her rod.

As his bony top was smoothed down, the gator gained noteworthy sensitivity along the flat of his back. Gummy made a quiet noise of pleasure from both mouth and mind, already becoming acclimated to the mental connection that, not long from now, would last forever. His tail wrapped halfway around his penetrator, pulling himself further onto it as Rainbow Dash warped his insides. The cock was well-inside him now; his throat bulged with the flared head's presence, and his gummy mouth's drool mixed with the sweet-tasting pre of his cockified old owner.

The feel of Gummy's tail around her cock made Dash moan even louder at this point as she slowly pushed even deeper into him. As she said, the gator felt no pain even as his insides were rearranged to form a tunnel to let the cock go through him. With each thrust of her warm pink rod, she got a bit further into him, extending the length of the tunnel.

At the same time, she has just finished smoothing out his former rough back, so now she concentrated on his belly, using her hooves to spread the magic and smooth out this underside as well

The shallow valleys on the pet's tummy smoothed over much quicker, and soon all signs of his torso ever having been an animal's were gone, all save the green hue. The little guy's tail squeezed Pinkie while it still could - namely upon the medial ring that was such a treat to both the cock and its owner alike. Soon that would be going through the gator as well - not that he wasn't already preoccupied enough with munching on the flared head that was now jutting out of his mouth. The soft, pliable flesh of his gums upon the flare was something out of this world; Dash's maw couldn't compare!

"G-gummy... you shouldn't... ah..." Pinkie panted, half-broken memories of her then-pet surfacing for only moments before pleasure gripped her again and she allowed herself to enjoy the stimulation he brought.

The pleasure that Gummy was giving Pinkie was arousing Dash to the point that she felt her pussy folds start to twitch in anticipation. "Yes gummy... Keep nibbling. Both of us really like that.”

With that, she slowly slid Pinkie from side to side, continuing to smooth out his insides as well. Anything not vital to being a sheath, which was most of it, either started to break down or get flattened further in order to help give Gummy the shape he truly deserved.

As that was happening, she slowly pushed even further until Pinkie's medial ring was inside him, helping shape him even further.

On the outside, Dash continued to work her magic, this time on his legs. She slowly flattened each one out to help add to his thickness.

And thicken he did! As his limbs were pressed down like plush into his softening body, the alligator's body was totally smoothed out. Only his tail and his head remained, both jutting out from either end. Well, those and his tiny genitals, which pulsed with need. The pleasure he felt from having his limbs stolen from him was immeasurable, let alone being stuffed full of Pinkie's ascended form. Yet he did as he was told - munching "harder" and more quickly upon the front end of Pinkie's length as the medial ring stretched him. Stretching his insides, the thicker part of the cock succeeded in also thickening Gummy's new shell of a form. Little more than a fucktoy with a tail and a dick, the alligator gave one last scree of bliss before the changes left him silenced.

"This feels so good," Dash said with an aroused and happy grin. Already she should feel Pinkie starting to twitch, but she wanted to hold out until Gummy was finished transforming. "Hold on Pinkie, he's almost done," she thought to her rod.

Focusing her powers on his tail, she slowly pushed it into the rest of him, thickening his body even further. At the same time, she used her magic to help further stimulate his cock, determined to give him one last orgasm before he's fully melded to her. And speaking of melding, she decided to start working on that as well, so she concentrated some on his rear, focusing on connecting his body to hers. Doing this was already making both her and Pinkie even more aroused than they were already.

It wasn't long before Gummy's ass had fused seamlessly to Pinkie's sack, almost touching her cutie mark even. The alligator knew he would never move from that spot again, and as this thought ran through him, his tiny gator cock throbbed. He was trying to hold off, too - but he wasn't really his own individual anymore was he? No... he just needed to let go. Let his balls empty and go away like they needed to.

And so, he did. He pathetically shot out onto himself his last load of reptilian spunk, and without any effort from the pegasus, his cum-dripping genitalia went up inside of him and melded away to be just another part of the green sheath. Gummy was clenching his harmless jaw on Pinkie's tip, being up at the top of her form and now stuck there. Perhaps this was a clench caused by orgasm, or perhaps he was giving the pink cock a kiss goodbye. Or hello, perhaps...? Regardless, he knew it wouldn't last long. After all... his new owner only had that one thing left to change about him, didn't she?

And so, change that she did. First, she used her magic to forcefully open his mouth, giving Pinkie room to "breath", for lack of a better word, even though she no longer needed to breath ever since becoming Dash's cock earlier that day. Once that was done, she ran her magic through his jaw, making sure it'll stay open forever. And then his jaw got smoothed out to join the rest of his body, completing the form of the sheath.

However, that wasn't all she had to change. After all, the alligator still had his face, and it would be a bit creepy if her sheath could stare at ponies or other creatures. So, to solve that little issue, first she forced his eyes closed, never to open again. Then she forced the part of his face where his nose used to be backwards to rejoin the rest of his former head.

Soon, the gator was gone, and all that remained, was a sheath with devolving thoughts as his... as its member throbbed within it. Though open enough so as not to hurt its fleshy friend, it was still snug to the base of the pink cock. As his skin wrinkled slightly - Gummy's unused biomass breaking down and shriveling the sheath's green form to give it the proper aesthetic - it only got dumber. It begged Dash for the permanence... for bliss to wash over it. It begged for the cock's seed to spill down into its form and cement the changes forever. It never wanted to feel anything else... nothing but the warmth of cockflesh and the heat of its tool's semen spilling onto and inside of it. Hugging the pink cock snug, which it felt the oddest familiarity to, was all it was ever meant to do.

Dash was all too happy to oblige both her sheath and her former friend, who was now begging for release, so with a few good, hard thrusts, she came. Pinkie's seed came pouring out of the pink rod and covered both the inside and outside, sealing the transformation forever. Owner and pet reunited once again, this time both in service to another, better pony. And this just reaffirmed to the cock that this was where she was always meant to be, as if there were any lingering doubts at this point. Dash herself could feel the warmth of her brand-new sheath and she gave it a tentative rub, cooing a bit at the sensations it was bringing her.

Just as with Pinkie, if Gummy had any doubts, that orgasm swept them all away in a wave of cementing pleasure. A pleasure he would be feeling again... and again... and again. His intellect drained, he was little more than a sheath. Only the most primal thoughts remained. Like cock, like sheath. A sheath that very well knew its place - hardly even remembering it had ever been any different. And as the rejoined pair snuggled together, flaccid cock shrinking into its waiting blanket of thick, green skin... both knew this was only the beginning.

"So, Gummy... enjoying your position in life?" she asked her sheath. Like with Pinkie and Fluttershy before him, she wasn't expecting much of a response. She also knew that the response she was going to get was pretty much guaranteed to be some form of a yes. But she liked "hearing" the response anyway. It made her feel happy to make her former friends happy, and hear how happy they were. That's something she always liked doing, but ever since Pinkie joined her, that like has now turned into love.

The feeling was mutual, though the thought that came back to the pegasus had lust in it as well as the appreciative love she herself felt. The tired, dumbed sheath tiredly responded with little coherence, "So warm... sticky... full of... cum... cock, so big..." The green sheath twitched mindlessly in its afterglow, some seed dripping down its permanent form as though to tease the irreversible nature of its transformation. But the sheath didn't care. This was all it wanted. Why would it ever want anything different than to be owned and used by Equestria's best flyer? This was its last thought as it fell into dormancy wrapped around its cocky friend, afterglow overcoming both of the pieces of transformed genitalia.

"And Pinkie, I bet Gummy makes you feel nice and warm, doesn't he? Much more comfortable than your old sheath?" she asked, giving the rod a few more teasing rubs, keeping her from fully "falling asleep" just yet. She knew Pinkie didn't have much, or any, seed left at the moment, but she enjoyed the feeling.

"So snug... so warm..." Pinkie thought tiredly, the last of her seed dribbling out onto Dash's comforter or leaking down into Gummy's new position in life. "Blankey so... thick... love, new blankey..."

"That's a good rod. You can go ahead and rest now. We both need a bit of time to recover before I can use you again," she said gently to her, releasing her hoof and letting Pinkie go back into the sheath.

As the cock slowly retracted, it throbbed a last, dull time against the soft, cyan fur of Rainbow's leg. "Love... master..." she scarcely murmured, tucking into the blanket of her new, green sheath. Hugged and snuggled by the thick and sticky and warm flesh, she sighed contentedly into Rainbow's mind and into what little was left of Gummy's - expressing every ounce of affection for both of them, even if only one was awake to hear.

"Love you too, Pinkie," Dash said with a happy and satisfied smile before turning to her pet. "Check it out Tank, now I've got some green just like you. Owner and pet, together forever. Is there anything more beautiful?"

The tortoise gave a tired smile, still recovering from his own orgasm. Crotch still slicked in his own fluids. "Oooooonly youuuuuuu," he complimented, stretching his neck out to lick her chin - tongue lapping up a small bit of dried seed from her earlier auto-fellatio.

"Heh, thank you, buddy," Dash smiled a bit, rubbing his shell. "I assume you want to spend your life as a tortoise and not a permanent part of my body? I mean, if you really want to, I will. But I figure you'd rather not. And I admit, I'd miss you if that happened, even if you'd still be with me."

The tortoise shook his head comically slow, still holding a soft smile as he looked at the pegasus and projected his thoughts to her. "Iiiiii'm mooooore comfyyyy in myyyy sheeeeeell," he confirmed cordially.

"Heh, that's what I thought, little guy," Dash chuckled as she pet his head.