To Be One with the Rainbow

by AppleOfThineEye

Rating: mature
Tags: Fetish, Rainbow Dash, Angel, Scootaloo, Fluttershy, Pinkie Pie, Sex, My Little Pony: Friendship is Magic, Romance, Porn
Length: 48228

An experiment Twilight performs on Rainbow Dash leaves the pegasus with new magical abilities. Mental and merging antics ensue.

Rainbow Dash is nothing if not loyal. When given magical abilities after an experiment with Twilight, how will the Element of Loyalty use these new powers?
Well, obviously, by putting her closest friends into positions so close to her that they will never be apart again. And making sure they'd never dream of wanting things any other way.

This story is a follow-up to To Be One with the Night, but reading it is not required to enjoy this one.

Chapter One contains: mild hypnosis, foalcon, incest, lingerie, F/F with a strap-on, some voyeurism, cock transformation, merging, partial identity loss, and permanence

Chapter Two contains: Futa/Female fellatio, ass transformation (no scat or farting), merging, partial identity loss, permanence, and LOTS of bestiality

Chapter Three contains: foalcon, (adoptive) incest, unbirthing, and loss of identity

Chapter Four contains: soft vore, bestiality, auto-fellatio (futa), sheath transformation, merging, permanence, and partial identity loss

Chapter Five contains: casual handjob, interspecies, duplication of genitals, vore, melting (no blood; non-fatal), merging, partial identity loss, and permanence

Co-written and co-edited by superfun!

This fic takes place before season six.

Published 2021-01-05 00:00:01 UTC
Last updated 2021-01-10 23:06:29 UTC

Prologue - The Experiment

"Rainbow, I know it tickles, but I really need you to hold still," requested the purple alicorn.

"That's-what-she-said, heh heh heh," her subject replied, equal parts tickled and amused.

The two had been in the library of Twilight's castle for the past few hours. The more intelligent of the two had asked all of her closest friends to help her perform some minor experiments that day, but all of them were unavailable save the blue pegasus. Pinkie was arranging for Dash's six-months-until-your-birthday party. Rarity was doing busy work getting dresses cut and sewn and sold. Applejack was nowhere to be found on the farm. And Fluttershy claimed to be planning a tea party for Discord (although with how quickly she shut the door, Twilight figured that was a lie and that Fluttershy was simply too scared for this). But Rainbow Dash had finished her cloud work earlier in the day and was left lazing about with nothing to do. Begrudgingly, the alicorn had invited her into her home and began the testing.

She was regretting it even now.

"Ugh... okay, Dash... can you see the watches if I put them here? Just barely, yes?"

Rainbow Dash was sitting in the center of the room, placing her a couple dozen yards from her friend. A few feet from her, on either side of her head, swung two silver pocket watches in perfect sync. Twilight let them swing like pendulums. What caused the tickling were the elongated ear-cleaners wedged into either of Dash's ears - each one connected to one of the swinging watches. Twilight was very careful not to let them leave her head completely at any time, knowing the spell required contact to be maintained at all times. Likewise, she and Dash had to keep each other's gazes on one another the whole time. That was easier said than done.

"Remember not to look at the watches," the alicorn reminded, her magic focused as intently on the swinging as her eyes were on keeping eye contact.

"Yeah, yeah, I know, I know. But how much longer is this gonna take? It took like 30 minutes just to set this up," Dash grumbled even as she continued to look Twilight in the eyes.

"Just a few... slight... adjustments..." Twilight slowly replied, perfecting the swings of the pockets to be just a bit faster than before. Rainbow could see them in her peripheral, and they were perfectly poised so that each one swung through the blindspot of either eye. It was entrancing and distracting - very hard not to draw the blue mare's attention. But of course, it was good motivation knowing that if she messed up, they might have to start all over. The scientist continued: "They should be passing through your blindspots now. Does it look like they glimmer each time they come out from behind them?"

"Yeah, they do. What's this experiment supposed to do anyway? I know you said something about it before, but I was only like half paying attention then," Dash admitted, resisting the urge to rub the back of her neck with a hoof.

"It's supposed to give an earth pony or a pegasus some of the qualities of a unicorn," she explained quickly, now starting to move the ear-cleaners as well. They revolved around the inside of Dash's ear in opposite-going circles - tickling her but also providing a pleasant - if odd - sensation. Her mind felt as fuzzy as the ends of the cleaners as Twilight slowly picked up the pace of their revolutions, careful not to change the pace or altitude of the watch-swings. "How does this feel?"

"It feels... weird... like you're actually reaching in and giving my mind a scrub with these things. I don't really feel any different otherwise, though" the pegasus said, holding back a shrug as the ear cleaners slowly sped up. "Am I supposed to know when the changes hit or something?"

It was hard to tell from this distance, but it looked like Twilight grew a smirk at the question. Containing a chuckle, the purple mare nodded - still holding Dash's gaze. "Yes, Rainbow, you'll know. And you're just about right with your hypothesis." The cleaners began to spin as well as scrub, making the world look fuzzy for the pegasus. The glimmering of the watches began to seem like they were syncing with Dash's heartbeat. Or maybe it was the other way around? Either way, she could feel the cleaners going deeper than they ought to. Yet there was no resistance as Twilight carefully slid them in further. The alicorn said something about a particular lobe of the brain, but Rainbow Dash only heard a garbled sentence. Whether this was from the cleaners or the effect of the experiment was entirely unclear.

"I'm sorry, could you repeat what you said?" Dash asked. Or at least tried to ask. With the way the cleaners were interacting with her head, it was hard for her to even be sure of what she was saying. They were slid in yet further until just the other tip was poking out, at which point, she could barely see her surroundings.

As the cleaners slid into her ears almost like snakes, the pegasus heard a garbled giggle from her friend across the room. Before Rainbow could say anything snarky or grow overly suspicious, she felt a sudden calm wash over her as the cleaners were inserted fully and her eardrums resealed over them. The watches were raised, and Dash was left with a few brief moments of absolute tranquility - not hearing anything and seeing nothing but a blurred world. her senses soon returned, however, and she could see Twilight approaching her whilst the silver watches were set down on a table someplace behind the pegasus. Yet what she saw and heard was so much crisper than it was before. As though she needed glasses her entire life but never known. Twilight smiled a curious smile as she asked, "How do you feel now, Rainbow?"

"I feel... like everything is so much clearer. What... what did you do to me? I kinda like it," she said, smiling and blushing a bit. Somehow this new clarity also brought her a light sense of euphoria that felt a bit like being buzzed.

"Well, I don't know exactly," the alicorn admitted, rubbing the nape of her neck awkwardly. "If the theories I read are all correct - and they might not be - I just awoke a small part of your brain just between the occipital lobe and the temporal lobe. Those two lobes are for..." the alicorn stopped, shaking her head, as she knew that the pegasus's eyes were already starting to glaze over. "-Anyway, what I did should have cleared your perception and made it easier to learn and interpret things in the world." Twilight looked left and right, blush building in her face as she chuckled. "I know that sounds vague, but I guess time will tell if you got magic from it."

"Hmmm... that's kinda lame that you don't know what exactly it did. I mean you are an egghead after all," Dash said, feeling the buzz leave her. "Does it say if there's going to be a surefire way to know, or will I just have to wait and see what happens? I hope it's the former. I want to brag to Pinkie when I stop by Sugarcube Corner later."

Twilight's face was awash with red; she was clearly flustered and disenchanted by Rainbow's bluntness. Still, not one to leave a scientific question unanswered, she swallowed the proud lump in her throat and explained thusly: "You should try to wish for what you want to happen and imagine it happening. That's a big part of how magic works. Once you get a good idea of that, let it happen as you imagine it would. Does... that help? Sorry, it's hard explaining magic to a non-unicorn."

"I think I get the gist," Dash said with a nod. She decided to try to start with something small for now, so she closed her eyes and concentrated on the Apple Family's Cider. Even though it wasn't Cider Season yet, she was still in the mood for some, and she had already blown through her spare supply a bit ago, and with Applejack nowhere to be found, she hadn't been able to get anymore.

Unfortunately for the pegasus, no apple cider manifested itself for her drinking pleasure. However, when she had strained the vein of her temple, she did feel like there was the slight taste of the alcoholic juice in her mouth, and she swore she could feel the lightest buzz - as after downing a mug of what she had wished for. Since her stomach felt empty, it was unclear if this was a sign of magic or if it was simply a mind-over-matter scenario.

She decided that she had to give this a quick test. Even though she was still planning on getting some treats from Sugarcube Corner, it wouldn't hurt to try to see if she could at least get a snack out of this. So she concentrated again, this time on an actual apple. If it was the magic, she should be able to tell with this.

A taste came back into her mouth by her force of will. It was like the taste in her mouth before, but without the feeling of alcohol that tingled her tongue then.

On instinct, she tried to take a bite out of the apple and swallow, even though part of her knew that it likely wasn't an actual apple.

The pegasus was unable to conjure any real sort of food or drink, but trying to bite into an apple she imagined there was... an interesting experience, to say the least. She felt as though her teeth phased through something colder than the general air of the library, and she could soon feel a sour taste spread through her mouth. Like that of an apple, of course. It didn't feel like she gained any amount of nourishment, but her perception made the imaginary apple almost real! Meanwhile, Twilight stood staring at the pegasus biting the air, and she was trying to contain a chuckle upon watching. "I didn't know you were that big of a mouth-breather, Dash," she teased.

Upon realizing that Twilight was still there, she blushed and immediately closed her mouth. "It's not like that at all! I was trying to see if I could summon an apple. And, well... I couldn't, but SOMETHING happened, I know that much," she said defensively, crossing her forehooves.

"Hm. I'll mark that in my notes, but unless anything empirical happens..." Twilight shrugged, offering an apologetic smile to her pegasus friend. "-I have to treat the experiment as inconclusive for now. Maybe you could come back later if anything verifiable happens?"

"Will do. Heh, maybe I could use these magical powers or whatever to find out what happened to AJ and Apple Bloom. Scoots says that the apple squirt hasn't been to any Cutie Mark Crusaders meetings in a bit, and it's not like AJ to just disappear without leaving at least a note."

"I think I heard about Applebloom being absent from the farm too," Twilight nodded. "Maybe the two of them are on a hike somewhere. I know Mac certainly doesn't seem worried." She offered a reassuring smile. "If you can find out what happened to them, that would be great - but it's only been a few days. You know how adventurous sisters get, don't you? If you can't though, I was planning on asking Discord later if he can sense where she might be."

"Alright. Though you might have a bit of trouble pulling him away from Shy. If they're doing what I think they're doing, they won't want to be apart," Dash said with a shrug. "But in the meantime, I've got a date with some grub, so I'll see ya later," she said before flaring her wings and flying out the window towards Sugarcube Corner.

Twilight called after her, head poking out the window, "Tell Pinkie I said hi!"

"Will do!" was the last thing the alicorn heard from the pegasus before she flew out of range.

Chapter One - A Different Kind of Party Cannon

The flight to Sugarcube Corner was swift. No faster than usual, so the experiment didn't seem to have any effect on the pegasus's existing abilities. Regardless, Rainbow could see through the upper half of the door - swung open - that Pinkie was inside and humming a merry tune as she put together bunches of balloons and piles of presents. She didn't seem to even notice the presence of her friend as she hopped and skipped and wiggled her rump to the rhythm of her impromptu gypsy song.

Dash hovered inside the door for a bit, just watching the show. She wouldn't ever admit it out loud, but she did love the way Pinkie managed to stay relatively fit despite all the sweets she ate. Most of them seemed to go towards her rump anyway.

Indeed, this was shown off quite well the more the mare bounced and wiggled her hips with each normal step she took. She seemed oblivious to Dash even as she hopped up so high she almost brought the pegasus crashing down with her. She was moving a rather long, narrow present from the kitchen counter to a table piled high with other gifts, and so Rainbow had almost gotten in her way. Still blissfully ignorant, the pink earth pony bounced to a helium machine and prepared to blow up another balloon. However, she stopped, and a light bulb rose from her head as she got an idea. A sudden desire.

The desire to be Pinkie.

The pink pony put her pallet to the nozzle, and soon she was breathing in a lungful of the stuff. When she withdrew - clearly dizzy - she laughed at a pitch much higher than usual. It also seemed to let her defy the laws of physics even more so than usual, as now she appeared to almost be floating off of the ground when she walked...

Watching this almost made Dash laugh out loud, but she wasn't quite ready to reveal her presence, so she stifled it. She did, however, decide to test her magic on the door to see if she could open it slowly without Pinkie hearing, though she suspected that the earth pony wasn't paying much attention to the doorway anyway.

It wasn't much, but after some stressful concentration, the pegasus managed to open the lower half of the door so that it was slightly ajar. As she predicted, Pinkie didn't notice a thing as she blew up a new trio of balloons: yellow, blue, and red to match the close friend's cutie mark. "Hah..." the pink mare sighed, wistfully trotting over to tie the balloons to the leg of a table, "wish you and your good-looking flank were here, Dashie."

"Heh, I'm right here Pinkie," Dash mentally chuckled as she approached the door, being careful to squeeze herself down so she could go through the lower half. Unfortunately for her, her little stealth mission was cut short when she was reminded why she came here in the first place as her stomach let out a loud grumbling noise.

The pink mare immediately froze where she stood, which was in the air. Gravity was defied a moment or two before the party pony turned her head to face the pegasus. She then fell onto all fours and greeted her with a chirpy but nervous and flustered "HiRainbowHow'sTheWeatherUpThereYouDidn'tHearWhatISaidDidYou hehehe!" She bounced toward the pegasus, her pink face a hotter color than usual.

"I didn't hear much," Dash said, grinning slyly. "But, ya know, you have a pretty good looking flank as well," she said as she landed on the floor inside the sweets shop. "I bet it's almost as sweet as the treats you sell here."

The red was now readily apparent upon the earth pony's cheeks, and although she did not look away in reservation, it was very clear that she was struggling not to as she looked into Dash's fuchsia eyes. "Gee, th-thanks, Dashie! I sure am glad it doesn't bother you that I talk about you like that!" She leaned forward, an exaggerated whisper leaving her: "I used to say the same about AJ too until her log Macky gave me a mean look, hehe!"

"Heh, yeah. Figures he would," Dash chuckled a bit, before sighing. "Wonder how he and Granny have been holding up. I haven't stopped by the farm lately. I know that AJ and Apple Bloom might have just gone on an adventure, but I can't shake the feeling something weird happened."

"You can say that again!" Pinkie complained. "I don't think the moon has even been this bright when it wasn't near the Summer Sun Celebration! And all my mooncakes taste a lot sweeter than normal! Not that I'm complaining, but..." Flustered with the weirdness - as though jealous something could out-strange her - Pinkie made a gesture to her thick rump. "-there IS such a thing as having too big of a caboose, don't you know!"

"Heh, I know," Dash said, reaching over and giving it a light smack, watching it jiggle a bit. "Yours is just the right thickness. Oh, but speaking of sweets, I uh... I came here for some. You got any available for me?" she asked as her stomach rumbled.

Despite the growing red color in her face and on her flank, Pinkie gave a casual nod. "Sure!" Swiveling on her hooves, she flicked Dash's muzzle with her tail and lingered there a few moments - her tail sticking straight up, and her genitals on full display. "You said you thought this was sweet, right?" she teased, lowering her tail before the pegasus could escape the perturbing feeling Pinkie imparted on her. The pink pony began strutting towards the kitchen, not bouncing like she normally did. "What'll it be! Cupcakes, cookies, eclairs? A super-cold slurpee?"

"Uh... all of the above..." Dash said, blushing a bit as some thoughts ran through her head. Maybe it was the display she had just given or something to do with the magic, but something in her wanted to see what would happen if she tried to use the magic on Pinkie. But she wasn't sure what it should be yet.

"Oooooone coo-cake-clair-slurp order coming up!" the bakery's greatest asset (with the greatest assets) chirped as she entered the kitchen. There were many crashes and pounds as pans and pots were scattered about so that the pony could find exactly the right ones to use. Slabs of cookie dough could be heard being smacked and smooshed. Whisks both mechanical and not could also be heard, as well as the squirting of a frosting-bag. Probably filling the eclairs. Pinkie was soon back after opening and closing an oven. Onto the counter, she set a plate of six eclairs, and in a free hoof, she carried an empty cup with a straw in it. She promptly went to the slurpee machine just beside the kitchen entrance and moved to fill the cup with the delicious sweetness. However, she suddenly stopped to face the pegasus with a grin. "Pink, cherry tartness? Or blue, raspberry sweetness, Dashie?" She bit her lip, almost alluringly. She flexed an eyebrow. Definitely alluringly.

"Uh... surprise me," Dash said, licking her lips. As she did, she felt just a tiny bit of pre-cum slip out of her folds. The little display before had already gotten her slightly aroused, but with the way Pinkie was behaving, she was starting to feel a bit needy. "When I'm done eating I'm so gonna have some fun with her."

Pinkie gave a cheeky wink and immediately got to work making the slurpy. Moving with super-pony speed, she did a dash of each flavor. Over and over and over again, until the cup was nearly full at which point she put a good helping of pink cherry on top, then put three squirts of blue raspberry to make a smiley face. She then took a sip of it before handing it over with a happy hum: "Mmmm MM! Oh, you don't mind swapping spit do you, Dashie?" Another obvious tease, but the question was at least half-serious, considering the earth pony was not fully committing to handing the icy treat over.

"Heh, I guess not. Though I think I'd rather get it from the source," Dash said with a light chuckle as she reached over to take it. "Damn it Pinks, why you gotta be like that? And on the same day, I get weird magical powers that I don't even know what I can fully do with!"

"Aw, that's so sweet Dash!" the pink pony exclaimed. And as the cup traded hooves, Pinkie kissed the pegasus on the cheek just to perturb her a little more. She then went back into the kitchen. "Eclairs are on the counter, Dashie! I'll be watching the cookies and the cupcakes if you need me!"

Dash's blue cheeks were now tinged red as she sipped some of the slurpy. As she did, an idea hit her. She reached out with a hoof as if to try to sense Pinkie's mind. She wasn't going to do anything too major yet.

Rainbow Dash's concentration paid off, although the pay-off was vague. She could feel... something where Pinkie was. Something that felt just a little lesser than herself. Perhaps the experiment really had elevated her mind after all. It would have been impossible for Dash to truly describe how it felt to sense the mind of the pink pony, but it was there alright.

She closed her eyes and clenched her hoof. "Pinkie, there is an itch on your stomach. You need to scratch it before you continue." That should be enough to see if she could actually affect others with it. Small objects seemed to be no issue, but ponies and their perceptions were another thing entirely.

Rainbow Dash heard the quiet sound of scratching coming from the kitchen, and the pink pony within muttered a quiet but chipper complaint about saying her new shampoo was a bad idea.

"Hmmm... That seems like it's enough, but I feel like I need to run some more tests... damn it I've been spending too much time around the egghead." With that, she concentrated again. "The flour might be going bad. You should probably eat some to test it out." She knew Pinkie would never eat raw flour, so this would be a better test of her new powers.

Pinkie, who had her hooves on the stovetop as she watched the timer idly tick away, hummed curiously. She looked up to a high cupboard and jumped up to grab the flour bag there. "Hey there, Flowery. Let's see if you're still good, hm? Make sure these baked goods won't be baked bads!" With that, Pinkie licked her hoof, dabbed the outside of the bag, and tasted the raw flour. She made an audible noise of disgust and was soon leaving the kitchen. She swiped a sip of the slurpee from the pegasus, assuming the blue pony did not object. "Thanks Dashie!" she chirped, soon returning to the kitchen if Dash said nothing.

"Heh, no problem again, Pinks," Dash said with a grin, though the real reason for her grin was unknown to the other pony. Just then, a question hit her. "Say, Pinkie, where are the Cakes right now? Shouldn't they be here?"

"Oh, they're upstairs makin' babies!" she exclaimed as though it was the most normal thing ever to say. "The missus wanted little Poundy and Pumpkin to have a brother or sister that's an earth pony like her or her hubby! I don't think they'll be coming down anytime soon, hehe~"

"Huh... you think I'd have heard them by now," Dash said, looking up and concentrating her magical energy on the second floor. Sure enough, she could feel four presences similar to how she felt Pinkie's. Just like Pinkie's, they were lesser than hers, though two of them felt especially tiny. Feeling how close the smaller two presences were to each other, she was suddenly hit with a strange urge. She concentrated her energy on making it so they were aroused.

Despite being small infants with no real concept of sex other than just what parts they had, Rainbow Dash could feel a strange, amusing aura emanate from the tiny minds as - out of the blue mare's view - one's crotch began to smell funny and the other's stiffened into a tiny tower. Dash could feel the two auras move closer to one another. It was unclear whether the two would unknowingly become intimate, but their curiosities were certainly peaked!

"Heh, Mr. and Mrs. Cake will surely be in for a surprise once they're done," she chuckled before looking over towards the kitchen. She knew that Pinkie was as attracted to her as she was to the pink pony, but she felt it was time to push it a bit further. She focused on forming the image of herself wearing some very sexy underwear and then pushed it into Pinkie's mind, wanting to see what would happen.

Suddenly, Pinkie had on a dumb grin, and she chuckled for no reason. It wasn't out of her nature to giggle inexplicably, but this was a low, throaty chuckle. She glanced at the blue mare's rear, some hotter colors invading her cheeks. "Dashie, have I ever told you that you would look super cute in a pair of pink panties?" she flirted, her cheeks practically turning red as apples now.

"You mean awesome. But no, you never have. Though I know I could definitely pull them off. I could pull anything off, as long as it's not too girly," Dash said, grinning from ear to ear as she drank some more of the slurpy. "But I think you'd be even cuter wearing a pair of blue panties," she added, using some of her magic as she spoke.

"You think so?!" a blushing pink pony asked excitedly, looking back at her own rump and imagining herself and her dominant Dashie in underwear that mirrored each other. "Thanks, Dashie! I didn't think you'd want to see this fat behind trying to put on clothes, hehe!"

"I'd love to see your fat behind in anything, Pinkie," the blue pony chuckled. "Or on anything..." she suddenly thought. She didn't know why, but something really weird just came to her, but she tried to push it out of her mind until the cookies finished.

Pinkie let some silence linger between them before rubbing the back of her neck. "You know... we still have a bit of time before the treats finish, Dashie..." To the pegasus, Pinkie shot a somewhat coy grin. "If you really wanted me to put my 'fat behind' in whatever you wanted, I mean."

"...yeah, yeah I'd like that a lot Pinkie," Dash said, blinking a bit before grinning. "But uh... let me try something first." She then closed her eyes and concentrated her magic on Pinkie's rump, before trying to make a pair of sky blue panties that matched her fur appear.

Despite her concentration, Rainbow Dash was able to accomplish little besides causing Pinkie to shiver. The pink pony reached underneath herself to grab her tail, pulling it forward so that it might warm her. "It's getting kinda cold down here - let's go upstairs before I change my mind!" she teased lightly as the chill slowly left her. She turned now to the staircase up before turning back. "Don't let me stop you from peeking on Mommy and Daddy going at it~"

"Heh, you got me Pinks," Dash chuckled as she headed up the stairs. "So, I can't fully create things or make things teleport. Hmmm... there's one last thing I haven't tried..." Making sure to let Pinkie lead the way up, she concentrated on one of her hooves and tried to create a finger, similar to how she had seen one of the Pinkie clones back during that whole Mirror Pool.

Sadly for the mare, it seemed that Pinkie-antics were exclusive to Pinkie.

And Discord, on occasion.

As the blue mare came by the Cake's room on the second-floor one landing under Pinkie's, Pinkie Pie turned back, stood on her hind legs, and did a very cliche "Bow chicka wow wow" flourish before grinning and coming back down onto all fours.

Dash rolled her eyes playfully before lightly pushing the door open with her magic, making sure the Cakes couldn't hear her. She leaned over and peaked in, and the sight made her even more aroused than she had already been.

Inside, at the far end of the room, the married couple weren't just making love; they were having a true fuck-session, even if the intent behind it was wholesome procreation. The bigger male held his mate's head down against the pillow, her moaning every time he thrust into her. He groaned in time with her, sounding off in pleasure each time his balls whapped against her ass.

Pinkie was already heading up the stairs, and she apparently didn't see Rainbow Dash open the door with... whatever she had.

Dash licked her lips, hoping she could do that with Pinkie. Even though she couldn't teleport or make things, she might be able to at least simulate the sensations. She did a quick check to see if the twins were in there as well.

She had to move the door a bit more, but the twins were certainly there in their crib on the side of the room. They were both standing there on their hind legs, holding the top of the crib with their fronts as they watched their parents - enraptured and enchanted by the ritual of mating. Pound Cake's adorable little sack twitched, and Pumpkin Cake's tiny sex dripped cutely onto the crib's blanket.

"Hmmm... they could probably use some help..." With that, Dash lightly spun them so they were facing each other before pushing them together, being careful not to force it too hard. She didn't want to hurt them, they were still young after all.

The two looked at each other curiously, as though wondering who was doing this. Neither complained though, and as the two foals felt their nethers touch, they made sounds of the most basic pleasure. They looked down at each other's parts and exchanged baby-talk over why they looked so different. That or something as childish - it wasn't as though the mare could understand. All she knew was that Pumpkin Cake was soon lazily lying down, with her rump weakly in the air. Pound Cake practically fell on top of her, and his cocklet of a member rubbed against her entrance as he mindlessly thrust against the small sex. Sometimes he would go inside; sometimes he would simply hotdog his tiny dick or rub it against his sister's dock. They started making sounds akin to being tickled. Certainly seemed like they were having fun, even as oblivious as they were. It was heartwarming.

Dash turned and left the room, not even bothering to close the door. She was satisfied with herself having helped ensure that the two would be closer than ever before. Though she couldn't help but feel a bit sad that she didn't have a brother of her own to get that close with, or a real sibling of any kind for that matter. Sure, having Scootaloo as an honorary sister was nice, but it wasn't the same. But she closed her eyes and forced those thoughts out of her head as she headed up the stairs into Pinkie's room.

Leaving the sounds of fucking adults and love-making kids behind her, Rainbow Dash was now left in a room filled with enough varieties of pink to send her enhanced vision into overdrive. Pinkie Pie was off to the side, pulling open the second-from-bottom drawer of an oak dresser that had been stained a salmon-pink. From this drawer, she began flinging various underwear of all shapes and colors. "Let me know if I throw something you like!" she exclaimed, and she kept throwing as though the drawer was bottomless. Knowing Pinkie, she probably did have a portal to an underwear dimension in here.

With how bright some of the pinks were, Dash used her magic to at least simulate wearing shades to try to make things just a bit darker. "You got it, Pinkie," she said, giving a thumbs up with a wing as she watched. As Pinkie dug through her drawer, she eventually threw out one that was blue with rainbow stripes. "That's perfect!" she said, grinning.

"Hmmm?" Pinkie turned around, having not been paying attention to each article she threw out. She set her eyes where Rainbow's gaze had landed. "Oh, yeah! I forgot I had those!"

"How could you forget? I think..." Dash picked the pair up and examined them closely. "Yup, these actually used to be mine. I gave them to you for your birthday."

"You gifted me your used underwear?" the pink pony accused and challenged, pointing a hoof at the pegasus. Her face feigned a sense of frustration and disappointment, but she didn't hold it for long. Soon she was smiling from ear to ear, and her face was heating up once more. "I never wore them," she admitted. "I smelled them every night for months while I shot my super soaker." The pink pony was having trouble maintaining eye contact. "Is that weird? Hope that's not too weird!"

Her cheeks were two halves of an apple at this stage.

"Heh, you know it. Figured I'd return the favor after you gave me your underwear for Hearth's Warming," Dash said, grinning. "And, no, that's not weird at all. Actually," she looked around before leaning close and stage whispering. "I sniff them while rubbing one out as well. I really like how you smell."

"It was that obvious they were mine, wasn't it..." Pinkie bit her lip, half in embarrassment and half in pride. She took a small step towards the pegasus, eyeing her wings and her lips. They could feel each other's breath on their muzzles now. "I'm glad I didn't wash them then," she almost growled, but her cheery demeanor did not allow her full commitment. She moved back slightly, an apologetic smile on her lips. "And I'm glad you didn't lose them in a sea of panties. Sorry, Dashie."

"Yeah. I mean they smelled pretty sweet. Just like you," Dash grinned and leaned forward, kissing Pinkie briefly before pulling back. "And it's fine in regards to the pair I gave you. But now that you found them, let me do the honor of putting them on you."

Pinkie Pie blushed something fierce at being pecked on the lips, but wanting to save face, the earth pony gave her close "friend" a tight hug that disrupted her breathing for at least several seconds. When she released and heard Rainbow Dash's dominant request, she smiled bashfully once more and gave a nod. "Sure thing, Dashie!" she chirped, turning again on her hooves and holding her rump up in the air. She lifted a hind leg for the pegasus - tilting it in such a way as to exaggerate the full pink moon in front of Dash's snout.

Dash leaned in and quickly kissed one of those big fat beautiful cheeks before pulling back and picking up the panties. While she could use her magic for this, she wanted to give it a more personal touch, so she carefully slid the hind leg through one of the holes in the panties before shifting the earth pony so that the other hind leg was in the air before sliding it through. Once it was on both legs, she slid it the rest of the way up, giving the cheeks a good smack in the process.

"Oo~!" Pinkie yelped, not having expected the sudden slap. She looked between her legs, giving a chastising grin to the pegasus before shaking her butt for her. "Is this what you wanted to see? Me rubbing the scent out of your panties with mine, Dashie?" she teased, spreading her hind legs slightly so that the panties showed off her labia.

"With how often I used those things, it'll smell like both of us when we're done. Oh, but I've got a surprise for you. It's a neat trick I picked up today from Twilight. Close your eyes."

"Okaaaaay~" Pinkie hitched, still looking between her legs when she closed her eyes obediently for the pegasus. "Is it surprise oral?" she asked, her eyes shut tight. "Surprise buttsex? Don't leave me waiting, Dashie!"

"I don't plan on it," Dash chuckled before she reached into one of the drawers and pulled out a dildo. It was pretty big and matched her coat color, which was perfect for her. She put it on and plunged it right into Pinkie's pussy, at the same time concentrating on her magic. "The cock inside you is a real cock attached to Rainbow Dash."

Pinkie cried out in pleasure as the rubber filled her out thoroughly, but for her, it felt nothing like a toy. It felt like the real deal, with flesh and veins and the warmth brought by an appendage like it. She was so tempted to look to see, but the mare was obedient for her top. So Pinkie kept her eyes closed, moaning in ecstasy again as the cock thrust back into her after leaving her empty for but a moment. "Oh Celestia, Dashie! How is this- a-ah! I didn't think you- unf!" She stopped trying to question it, simply melting now into the pleasure brought by what felt to her like a fleshy spire.

"Heh, I'll tell you when I'm done." Dash chuckled with a moan as she pounded away, the fake balls attached to the dildo slapping against Pinkie. "Oh and you can open your eyes now," she said, gently rubbing Pinkie's sides as she continued to fuck her.

As the pegasus's touch electrified the pink pony's body, she did as she was told and opened her eyes to watch the toy slam in and out of her. She began to pant, giving sounds of equal parts pleasure and confusion. She had ceased asking - hardly caring for an explanation just due to how good it felt! "Oh, Dashie! Fuck meeeee~! Fuck me with your huge c-cooooock!"

"Heh, you got it Pinkie," Dash chuckled, moaning as she sped up even further. She used her magic to intensify the arousal they were both feeling before leaning down and licking Pinkie's neck, suckling against it.

Heat coursed through Pinkie's dripping loins, her arousal magnifying greatly. Dash's cock was warmed magnificently by her friend's hot folds, and her length throbbed against the internal walls. Each time Dash's balls whapped against Pinkie's rear, the bottom pony jolted forward with pleasure - face thoroughly flushed red as her mind filled with erotic fantasies and endless carnal desires. As she was kissed and suckled about the neck, she shivered with such a variety of sensations. "Ahhhhn... fuck~!"

"Tell me what you want, Pinkie. I can make it happen," Dash whispered into her ear, giving it a light lick as she continued to pound, feeling her own pussy start to twitch a bit behind the dildo. "This is amazing! I should have had Twilight do this to me ages ago! There's so much I could have done with it!"

"Oooohhh..." the more submissive of the two moaned again, too overwhelmed with her pleasure to respond right away. She drew sharp breaths, building her constitution just enough to respond. "I just want you to- ah! feel as good as you can, Dashie! You should use your new party cannon however you want! Oh Celestia I'm not walking tomorrow!!"

"Heh, sure thing, Pinks," Dash said with a smirk, giving a few more good hard thrusts. "But first... I want you to cum for me. Show me just how badly you want this," she said seductively, giving Pinkie's ass a few slaps as she did.

The mental intrusions worked to turn Pinkie into little more than a drooling, moaning slut. She was putty in Rainbow's hooves. Even overcome as she was with pleasure during each powerful entrance the pegasus performed, she remained an obedient girl for her pitcher. Images of an erotic nature flooded her mind, and as she focused on these, she came. The forceful wave of pleasure that she experienced resulted in her turning into a squirting mess - cumming on all edges of the "cock" that was inside her.

Hearing this was enough to send Dash over the edge, so, after a few more good thrusts, she let loose her juices. They squirted through the dildo and right into the pink earth pony, filling her up with Dash's nice warm seed. The pegasus rubbed the pink belly in front of her as she continued to cum.

"A-ah! Fill me up Dashie! Put a bun in my oven!" the bottom encouraged, leaning forward and putting her head against the floor. She shifted her hips back and forth, happily milking Dash's member for all it was worth. Blushing as her tummy bulged with the powerful pegasus's seed, Pinkie rode the cock even faster to meet Rainbow's quick thrusts. Soon, there was an embarrassing squelching noise as the futacum leaked from Pinkie's hole and made a mess over both of the mares' crotches.

At first, Dash thought about seeing if she could make it so that she and Pinkie were even closer, but she quickly dismissed it. She told Pinkie she'd give her an explanation, so she intended to keep it. Maybe after, she could give it a try. Plus she was feeling even hungrier now than she had before.

As she thought that, she finally finished filling Pinkie, pulling out with a wet pop and letting the extra cum dribble out, joining the rest in a big pile. "Heh, we really made a mess."

"H-hah..." Pinkie pant-laughed, looking tiredly down at the pool of cum between her and the pegasus. Both of their cum lay there mingling with each other, and it was clear by the way Pinkie licked her lips that she wouldn't be leaving without giving it a taste. In a hobble, she turned around and sniffed cutely at the small pool before looking up reassuringly. "Don't worry, Dashie! I love cleaning up!" And with that, she proudly leaned forward and licked up what the two mares had left there on the floor. She seemed to almost melt into the act, the cum looking nearly addictive. Hell, she even drooled as she ate up all the warm cream there waiting for her! And by the time she finished, she was eyeing Rainbow's cock with lustful eyes. What she perceived to be a real cock, was wet with seed. She smiled up at its owner. "Come here and mount my mouth so I can clean you up!" she invited happily.

"H...heh... sure, alright," Dash said with a chuckle. Watching the earth pony lick all the cum up made her look even more sexy and adorable than she had already been. She stepped forward and without hesitation, rammed the dildo down Pinkie's throat as hard as she could, gripping the sides of her heads with her hooves to hold her in place, even though the extra encouragement was unnecessary.

"That's a good Dashi- gwomph!" Pinkie was caught extremely off-guard by the sudden thrust, and there was a moment where she choked for air. Being so proficient in cocksucking, however, she quickly enough got used to the tube of flesh in her throat. She even laughed, stimulating the toy with the movement of her inner walls. her tongue licked around the underside and sides before she slowly, oh so slowly, drew her head back - yet she only did this when the pegasus was clearly giving her permission. And Pinkie took all of the seed with her, mouth full of white. Her upper lip was left with a "milk" mustache.

Dash moaned a bit as she pulled the dildo out once she could tell that Pinkie was done, moaning a bit as she rubbed it against her cheek. "Pinkie, this 'cock' is now the dildo it really is." she thought as she concentrated her magic on the earth pony's mind as she started to remove it.

Any residual cum on the dildo suddenly vanished, leaving it now inanimate rubber once more. Pinkie Pie looked at it, shocked. Cum dripped from her mouth, for her jaw had dropped. "Woooghghghw," she gurgled, swallowing the seed that was in her mouth. "How did you do that, Dashie?! It looked just like a cock!"

"Twilight performed a weird experiment on me. Now I can perform some magic. Watch," Dash said with a chuckle as she levitated the dildo with her power. "I can't do everything a unicorn or alicorn can, which sucks. But I can do some pretty neat stuff with it."

Pinkie watched in awe as Rainbow Dash played with the rubber cock. She crawled out from under Dash's legs, giggling at the floating phallus. "Airdick alert!" she laughed.

Dash couldn't help but laugh at that. "Heh, nice one. But I can do more than just levitate. I can put thoughts into your head. That's why you thought this dildo was real earlier. And even before, that's also why you ate raw flour before. I was testing the limits of my power."

For several seconds, Pinkie stared blankly, as though not knowing how to react. Finally, she spoke, pointing a hoof at the pegasus. "You messed with my mind?!" the pink pony accused, once again feigning anger. Just as before, her facade lasted hardly two moments; she was soon jumping to tackle Rainbow to the floor, giggling all the while. "That's so cool!" she exclaimed, stealing a quick kiss from the half-winded blue mare.

"Heh, I know," Dash chuckled lightly as she returned the embrace, wrapping her hooves around her. "But that's not even the best thing I did. I uh... I might have helped the twins get even closer together. if you know what I mean.'

"...You're sooooo naughty, Dashie," Pinkie playfully chastised, rubbing the lower mare's chest. "That sounds so cute! Boy, the mister and missus are gonna freak!"

"I wonder if they've noticed yet. Give me a second." Dash concentrated and tried to sense if Mr. and Mrs. Cake were still going at it, or if they noticed the twins having their fun.

The two larger presences downstairs were no longer on the bed. Instead, they were near the other two, who were still intermingled occasionally with one another. Dash could sense that the tiny beings were still amused and curious, and their parents were watching over them with great confusion and awe. They seemed neither completely mortified nor glad about what was happening. It felt like they were perturbed, confused, and filled with a slight concern. Yet there was also a small interest and curiosity in them.

"Heh, well they don't seem to be freaking out. They're mostly just confused and curious. And the best part is that they don't even know I did it. There's SO much I can get away with using this power. Heck, if I really wanted to, I could probably take over Equestria," Dash said, giving a fake evil laugh as she finished speaking.

"I hope you'd need a queen beside you, missus Dash," Pinkie grinned, doing a dramatic curtsy for the mare that just fucked her daylights out.

"You'd be a wonderful queen, my dear Pinkie. But I think I've got a better position in mind for you," Dash said, though her stomach rumbled once more. "First though, let's go check on those cookies.'

"Can't wait to hear!" Pinkie assured, giving Rainbow a peck on the cheek before she started towards the stairs. At the first, she nearly stumbled; Dash had certainly done a number on her gait! "Um, Dashie... could you help me down? Oh! Or carry me with your magic!!"

Dash walked over and picked her up, using her magic to help pick her up. "I think I’d rather carry you, my little piggy pie," she chuckled before flying downstairs with her, peaking into the Cakes room again when they got to it.

"Oink oink," Pinkie played, licking Rainbow's cheek despite the blood rising to her pink face.

Inside the room, the mister and missus were experimenting. Right beside the crib, Mr. Cake had laid down on his back, and his wife had climbed upon his cock - sliding her folds along his member to get him harder. The foals were watching them curiously, as Pound Cake had slowed his thrusts by a lot - even more interested than his wet sister over the new position his parents were in.

Pinkie whispered, "OhMyGoshThey'reSoCute..!"

"Yes they are. Did you uh... ever do anything like that with your sisters?" Dash whispered, making sure her grip on the earth pony was still nice and tight.

"When Maud and I were fillies, yep," Pinkie nodded happily, still keeping quiet. "I told her I saw mom touching her mare parts in the bathroom through a crack in the door, and I said we should try it too. I said I was a little nervous about doing it alone."

"That was nice of her. I wish I had a sister or brother of my own to share something like that with. I mean, my parents did their best, but they could get a bit too enthusiastic for even me. And Scootaloo does her best, but it's not the same as having a real flesh and blood relationship. You know?" Dash said, sighing lightly.

"Maybe you could use your magic to make you both feel like you're real sisters?" Pinkie whispered, idly enraptured by the display. She let out a quiet "Awwww..." as Pound and Pumpkin did their best to mimic the position of their mom and dad.

"Hmmm... that might be fun. I'll have to keep that in mind. Let's leave them to their privacy and start eating," Dash whispered, backing from the doorway a bit.

"Hey, you're the one with the working legs," Pinkie teased, wrapping a hoof lovingly around Rainbow's neck.

"Heh, true," Dash chuckled as she headed down the rest of the stairs and into the kitchen, gently massaging Pinkie's stomach as she did.

"Could you imagine if you could knock me up with just your mind?" Pinkie pondered, putting a hoof on Rainbow's and looking into her eyes as she giggled. "That would be so romantic!"

"Heh, yeah it would. Though... if what I have in mind works... you'd be knocking others up,” Dash said thoughtfully, before shaking her head. “But enough about that, check the cookies for me," she added, positioning themselves so that the earth pony could check on the treats.

"Hmmm... yep, 'cookies are ready!" Pinkie chirped, pulling open the oven. A hot blast of air hit both the mares, but Pinkie just casually reached up for an oven-mitt beside the stove and casually pulled the tray out - setting it soon upon the stovetop. "You can set me down now, Dashie," she said, almost reluctantly. "I'll get the cupcakes out, and you can grab the frosting-bag!"

Dash nodded as she slowly put Pinkie down, making sure not to jostle her too much. "There you go," she chuckled before heading over to the frosting bag. "I bet these treats will be delicious.'

"Almost as delicious as you were," the pink pony flirted, blowing the pegasus a kiss from afar before retrieving the pan of unfrosted cupcakes.

Dash just chuckled at that as she flew back over to the cupcakes and started squeezing the frosting onto them. "I doubt it'll be anywhere close."

"You're right," Pinkie smirked, and she climbed onto Rainbow's back as though to ride her. "These won't taste anywhere CLOSE as good as you!" she chirped, leaning down to kiss Rainbow's ear.

The pegasus turned her head and gave Pinkie a full kiss even as she continued to concentrate on the frosting. "Or you, my little cotton candy pie."

Pinkie returned it - craning her neck at an almost impossible angle to give the pegasus her full lips. When the kiss had dragged on long enough, she withdrew reluctantly to replenish her breath. "You're such a nice mare!" she flattered, flicking her tongue off of the cyan snout in front of her.

"Heh, I try," Dash chuckled as she finished frosting the cupcakes. "Now then, let's eat. Then I can give you something REALLY special. Something that'll make us closer than ever before," she said, mildly nervous, but keeping it hidden. "If this works. Hopefully, it will."

"Way to get a girl excited," Pinkie laughed, hopping off of her partner's back, but not before giving her a smack on the flank. Once back on the kitchen floor, she sighed contentedly. "What do you want to dig into, huh Dashie?"

"Let's start with the cookies," Dash said as she took one, biting into it. "Mmmm... while they aren't as good as you, it's still pretty great. You haven't lost your touch."

"It probably comes with the cutie mark," Pinkie giggled, taking a cookie and bumping her butt against Dash's as though for presentation purposes. "I'm glad you like the taste of my cum too, Dashie," she grinned, pecking the pegasus on a cheek.

"What can I say? It tastes just like cotton candy," Dash chuckled as she returned the bump, kissing Pinkie's cheek in turn. She finished off the cookie she was holding before picking up another one and eating it as well

Pinkie Pie downed another three cupcakes in just one gulp. The two were eating silently, but as Pinkie went to go grab the tray of cupcakes, which had cooled down to a more comfortable eating temperature, she finally broke the quiet with a sigh. A wistful smile crossed her face. "I've had a crush on you since we first met as fillies," the mare suddenly admitted, and she grabbed one of the cupcakes and began eating - as though what she said was nothing more than a comment about the weather.

"Heh, I kinda figured," Dash said, blushing a bit as she took a cupcake and started eating. "You did always seem to be just a bit more clingy to me than the others. I mean, heck, you frequently followed me everywhere I went. At the time I thought it was just kinda creepy, but now it makes sense. And, to be honest, I kinda felt the same. But I didn't want to risk saying it out loud and ruin my reputation.''

"Like Spitfire, your hero, isn't the biggest filly-fooler in Equestria!" Pinkie argued playfully, dabbing the tip of her cupcake against Rainbow's muzzle. "I bet you were just scared to admit you liked me!" Despite the tease, she gave a comforting pat to the pegasus's head. "I know I was."

Dash licked the frosting off her lips. "What are you talking about? I'm not scared of anything. Especially not love," she said with a grin as she ate another cupcake.

"Tell that to the wingboner you had way back in Appleloosa and wouldn't talk about!" Pinkie Pie challenged, purposefully blowing a raspberry at one of Dash's wings to bring the slightest bit of non-requested attention.

This made Dash blush as she remembered the showgirl outfit Pinkie had on. As if on cue, the thought once again made her wings spring out with a PWOMF. "Damnit, ya got me." she chuckled

Pinkie giggled at the majestic sight of Dash's arousal. "I've thought about cutting holes for wings in the dress and gifting it to you," she recalls aloud. "I'd love seeing you fall on your flanks trying to recreate the act!"

"Hey! I'm very graceful on my hooves!" Dash said, mock offended as she spanked Pinkie's flank. "Besides, if you could do it with how big your rump is, I should have no problem doing it with how toned mine is." with that, she ate one of the last few cupcakes.

"The only thing your rump is good for is leaving marks on the clouds to sniff!" Pinkie fired back, some red building in her cheeks from both the smack and what she said next. "Which I will not confirm or deny I know from firsthoof experience!"

"Heh, you don't need to do either. You said enough," Dash chuckled, bumping her flank against Pinkie's playfully. "Now then... I think it's time we try to have some special fun. If this works, we'll never be apart."

"That sounds nice!" Pinkie said happily, her mouth full of cupcake. She swallowed before continuing. "You keep saying that though! What do you mean?"

"Well... to be honest, Pinkie... I'm gonna try to turn you into a cock for me. I uh... I hope you don't mind..." Dash said, blushing a bit. "Please say yes, please say yes,” she thought, subconsciously pushing some of her magic into Pinkie's mind. Not enough to force her one way or the other, since that'd require a conscious effort on her part, but enough to make the idea sound appealing.

Pinkie stood there staring, a curious gaze looking where the sheath of a stallion would be on Rainbow's body. The party pony slowly grew a grin, the mental suggestion urging her towards an extreme interest in the prospect. She found Rainbow's fuchsia gaze again. "Will it feel good?" she asked, biting her lower lip with some half-hidden excitement.

"I promise that I'll make it feel as good as I can. And... if this works... you'll always be full of my cum, whether you're in use or not," Dash said, nodding before a possible problem occurred to her. "But... I don't know if it's reversible or not. For all I know, it'll be permanent. Would you... be okay with that?" she asked, meeting Pinkie’s gaze.

Hearing she would always be stuffed with the mare's futaseed and be used thoroughly by who would be her new owner, the party pony smiled from ear to ear. At hearing the idea of permanence, however, Pinkie Pie suddenly looked like she had some second thoughts. The mental suggestion was still there, but it was just that: a suggestion. She looked to the side, giving an almost sad smile before looking back at her crush. "Will you make sure Gummy gets a good home and the Cakes' kids get taken care of?" she asked cutely. Her compassion in that question was almost as complete as Fluttershy's.

"...yes, Pinkie. Of course I will. I Pinkie Promise," Dash said, performing the motions. "I'll take Gummy in. He and Tank will get along great. As for the Cakes', if the others decide not to help, I'll make sure to find someone who can."

Pinkie Pie's cheerful grin slowly returned, and she drew near to Rainbow Dash. Although still somewhat hesitant, the party pony could not help but be lured by the suggestion. Glancing back down at where she would end up, she giggled - then looked up again. "Then I'd be happy to be your party cannon, Dashie!"

"Thank you, Pinkie. Now," Dash laid back and spread her legs. "Push yourself against me. This should help me concentrate the magic. Try to hold still, despite the pleasure you'll probably end up feeling."

Pinkie did as she was told, partly drawn by Rainbow Dash's mental magic. Already the pink pony's head was feeling fuzzy, and the blush on her cheeks was not just from seeing the full-frontal view of her crush's presented crotch. Soon Pinkie was laying down too - upon Dash's warm body. Their clits kissed, and Pinkie moaned intimately into Rainbow's ear. "I never thought our first time might be our last, hehe..." she giggled, a quieter demeanor having taken her.

"Well... think of it this way... whenever I fuck somepony else with you, we'll be fucking them together. So it'll always be a threesome," Dash said with a light smile, wrapping her hooves around her. "Now shhh...." she closed her eyes and concentrated her magic on where their clits touched. That connection point would be the easiest place to start from

"Mhm!" Pinkie nodded, having zipped her lips as the obedient partner she was. Her cheeks were red from the thought of always being in bed with Dash no matter who she was having sex with. And soon, with Dash's strong concentration, both parties could feel their biggest bundles of nerves intermingle without them doing any more than breathing. They had fused, becoming a single point of pleasure, sensitive to every move they made. It was hard for both to contain their sexual excitement - especially the more bubbly of the two who writhed in Rainbow's arms. Perhaps in failure to satisfy her pleasure, perhaps in an attempt to find a position where she could quell it. Either way, she was most unsuccessful.

To try to soothe her, Dash started massaging the earth pony with her hooves even as she concentrated her magic, spreading it upward from the contact point. This was to make sure her magic could spread throughout the entirety of the earth pony before she started making the full changes.

Dash's physical efforts were counter-productive, of course. Pinkie gave the occasional sweet smile to the cyan mare, but as the sensitivity in her clit began to spread out from there - to her thighs, her flanks, and her tummy - the pleasure spread with it. Her breathing grew shallow, and she could no longer stay so quiet. She cursed quietly in a great pleasure unlike any she'd felt before. Like her entire midsection was becoming one with her clit.

"Heh, guess I should have known you couldn't hold still," Dash chuckled softly as she continued her concentration on spreading the sensitivity. Soon enough it was all throughout Pinkie's body. Anywhere Dash could touch would send a spike of pleasure throughout the earth pony. "That's step one done... now onto the hard part," she said, taking a moment to catch her breath. This first part took a bit more energy than expected.

"It feels soooooo good, Dashie..!" Pinkie exclaimed, her entire body tingling like, well, a bundle of nerves! "Is this what I'm going to feel like all the... ah... all the time..?!"

"I think so, yeah. Now, try to pull away. If this worked the way I thought it would, you should pretty much be stuck in place."

Pinkie put her hooves on Rainbow's chest, which in itself was a pleasurable act as Rainbow's chest floof stimulated the now sensitive hide Pinkie had been given. The pink pony does as she is told, though, and pushes against her changer - trying to break away. But she was stuck fast. She looked down at Dash with a nervous smile. "A-all stuck!" she assured, giggling in a concerned and awkward sort of manner.

"Awesome. That means it worked. Now, onto step two," she said with a chuckle. She concentrated her magic on Pinkie's legs. She wanted to keep them around somehow, and what better way than turning them into her balls.

Pinkie grinned, though she only seemed to have a basic understanding of what Rainbow was saying - her eyes beginning to glaze over with the pleasure she was already feeling. "What's step- ahhhh..!" she moaned, looking down to see something equal parts fascinating, concerning, and arousing. Dash's magic was allowing her to quite literally mold Pinkie's body like clay. Her legs softened by the force of her imagination alone, their rigidity lost as they became like pink pool noodles! The fragile things flopped onto the floor, between Rainbow's legs. Pinkie Pie reached down to touch one, but they continued to change and take up a different form before she could. Both began to roll up - hind hooves soon touching and pleasuring Pinkie's sensitive flanks. They then began to meld into themselves. The ridges, disappeared. Her hooves, softened. Her frogs expanded to fill the gaps. The fur upon her changed legs shortened, as the fur on a proper coinpurse ought to be! It kept its color, but what her legs lost was a large part of the sensitivity that teased the rest of her body. Soon, her legs were two conjoined spheres, and Pinkie was visibly beginning to sweat all over as her musk filled the kitchen. "They feel so... h-hot..." she panted as all the hard parts of what were once her legs were then churned down into something greater to be rewarded to both mares later.

"They should. They're a pretty good pair of nuts," Dash said, reaching over and rubbing them with a hoof to test their heft. "Man, I really gotta thank Twilight for this later. This is both weird and awesome. Being able to sculpt somepony's body however I want," she chuckled happily, before concentrating her power on the rest of Pinkie's body. "Now to turn the rest of you into the shaft."

They didn't feel that full at that moment. More empty than not! Not that Dash would know, but it was because there was so much more of Pinkie to be broken down and repurposed! As she touched the orbs, though, their (old) owner squirmed, biting her lip - quietly admitting that it tickled.

Upon hearing Dash's plans for the rest of her body, Pinkie blushed but teased dominantly while she had the chance: "You're gonna miss these flanks!" she promised, blowing a raspberry at the mare beneath her.

Dash chuckled a bit. "Yeah, I probably will. But if I ever miss them, I could probably go back in time or something," she chuckled, before leaning down and giving Pinkie one last kiss. After this, there really was no going back.

"I always wanted to go fuck myself," Pinkie grinned, meeting Rainbow's lips with her own. She pressed her tongue in deeply, intimately wrapping her hooves around the lower mare and taking in the overwhelming pleasure of that friction. When the kiss broke, Pinkie smiled ear to ear. "I love you," she said simply, with no hint of joking or exaggeration in her voice.

"I love you too, Pinkie," Dash said with a smile. She concentrated her magic in her hooves as she started rubbing them across the soon to be former pony and started sculpting the rest of her into the shape of a long hard shaft. She wasn't going to make Pinkie too big, since she still wanted to be aerodynamic, but when hard, she wanted at least an impressive length.

"Good," Pinkie smiled warmly - soon letting her head roar back once more at the sensation of Dash's rubbing. With each stroke, by the will of Rainbow Dash, Pinkie got just a little smaller. Just as well, the strokes down her body wiped away Pinkie's fur - letting it fall to the ground in pink shed as its previous owner playfully complained through her pleasure, "You're making me all nakey, Dashie!" Not that she would need that anymore, of course. Cocks don't have fur, after all.

"Hey, cocks don't talk," Dash chided humorously as she continued, booping Pinkie on the nose and pushing it inward. She continued her gentle rubbing, making sure to get every last bit of fur off of Pinkie. She'd figure out what to do with it later. Maybe she'd bring some to Twilight to see if she could make like a Pinkie clone or something later if she ever starts missing the party pony. But that was the future. She had to concentrate on the present.

Pinkie's eyes crossed, watching her muzzle press into her face. She giggled as her mouth moved with it - pressed tight to her face now. Her nostrils filled with flesh, and Pinkie shuddered something fierce. "Oh Celestia all I can smell is musk..." she panted, clearly looking dizzied by this new development on top of everything else.

Almost all except her new sack, Rainbow Dash smoothed down all of Pinkie's body until all that remained was the fur on her face and the hair on her head. What she had smoothed, was the same color underneath - save her tail, of course. Pinkie could have shaved most of her body and hardly anypony would notice! But of course, she wasn't a pony anymore, was she? "H-hey, you should... have some cotton candy..." Pinkie struggled through the pungent intensity of the many sensations overcoming her. She tiredly flicked the tip of her mane, which just pleasured her changing body more.

"What did I just say about talking?" Dash chuckled as she rubbed her hoof against Pinkie's mane, forcing it to fall off. She then proceeded to rub her hoof across the rest of Pinkie's face, making sure to get the rest of the fur to fall off.

As she continued to mold Pinkie into her desired shape, she heard hoofsteps coming down the stairs. Apparently, the Cakes had finished up with their fun. Now whether they heard the noises from down here, or just wanted to check on Pinkie, she didn't know, and she also didn't care either.

As her mane fell away along with the fur of her face, the dickhead blushed, left completely naked to the world. This blush only magnified ten-fold a few moments later as she looked over to the left. She didn't say anything, but she flailed one hoof in that direction. There, watching the pair, were the Cakes. Neither said anything - just watched on in awe. Each of them held one of the twins, who both waved at the pair while playing with their parts. Pinkie so wanted to say something, but she could only moan as her bare, fleshy body began to throb. Maybe it was seeing the twins enjoying themselves. Maybe it was the fact that she and Dash were being watched. Or maybe the transformation was just that well along.

Most likely, though, it was all of the above.

Dash moaned a bit as she felt Pinkie start to throb against her. She had been mostly ignoring the pleasure that changing Pinkie like this was making her feel, but now that she was so close to completing this, she let herself feel some of it. She turned over towards the Cakes and held out a hoof, gently shushing them. This was unnecessary as she knew they were too in awe to say anything, but it didn't hurt.

With that done, she turned back to Pinkie and resumed sculpting her head. After all, cocks didn't have faces of their own.

Pinkie Pie's ears were taken first, her hearing fading from her. If she could hear anything, it was only the sound of rubbing upon her body. Her eyes were taken from her next, and she looked into Dash's every moment until they had sealed over with sensitive flesh. Her cheeks were formed into a proper, flared head - her body shrinking down still. All that remained of the pink pony was the shade of the cock, and her tongue. Even her teeth had softened and melded into her body with the rubbing away of her visage. Her tongue - this last part of her face - waggled out in Dash's direction. Perhaps it was one last silly antic of the party pony... or perhaps, she was asking for a kiss goodbye.

The wet muscle glistened with more than just saliva.

Dash smiled as she leaned forward and gave a kiss to her. To a pony just walking in, it would look like she was sucking herself off, but Dash knew she was giving Pinkie one last kiss as the tongue molded into the rest of the cock.

All that left was the hooves to smooth out, so she pressed against them, pushing them in the rest of the way, adding just a bit more mass to the cock itself.

Pinkie's tongue used its every last moment to kiss Rainbow Dash. It started sensually, but the pleasure got to it, and soon it was slathering the entire inside of Dash's mouth with sweet-tasting pre. Her pre. And just like that, the tongue melded into her, and Pinkie's face was gone.

As the two extraneous tubes of flesh converged with the larger one, Rainbow could feel a playful sort of half-resistance from the mare she was making a part of her - the "hooves' pushing against Rainbow Dash's, but without any real effort beyond being a loving nuisance. They melded in with the rest of their new home, and no sign of Pinkie remained, save the strangely hot pink color of the cockflesh. Veins began to naturally climb up the new spire of flesh as its purpose was becoming realized. It stopped shrinking down - an impressive length of nearly two feet now hard on Rainbow Dash. Some of the loose skin of her nuts clustered around the base of her cock, forming a sheath for the party cannon it would house. Pinkie throbbed with all these new additions and the subtraction of all her senses short of feeling. So pleasured was she, that Rainbow could hear the ecstasy her lover was experiencing - for Pinkie's primal-turning thoughts were all in her head, devolving the more this pleasure persisted.

Dash chuckled a bit and decided to see if she could still communicate with her. She wasn't sure if she'd get anything coherent, but it wouldn't hurt to try. "So, Pinkie, how do you feel?" she asked, slowly massaging her length with her hooves, moaning a bit at her self-ministrations. Behind her, she could sense the Cakes' confusion and lingering arousal, but she could deal with them in a minute.

The Cake's kids, meanwhile, were pleasuring themselves nonstop! Pound Cake was getting good at mimicking others, evidenced by how much he paid attention to Dash's strokes and rubs.

Pinkie's response came inquisitively but half-broken, her mind impacted heavily by her transformation and being in the middle of a rub-down. "Rainbow... Dash..? Hah, ah... feels so... good... never want it to... stop..."

"And it never will. You will always be filled with my seed, Pinks. And I'll be sure to use you as much as I can, you have my word," Dash chuckled as she continued to rub herself. She intensified her self-massage to help Pinkie feel even more pleasure.

The mare inside mentally squirmed, the masturbation causing her old legs to churn, melting down everything she would never need again. Solidifying the changes. Making her the cock she was always meant to be. Turning her into a party cannon for her lover.

Nay, her master. Her owner.

"Make me... cock... Pinkie want to be... cock forever..." she begged, her higher thoughts fading in and out as she turned into just what Rainbow wanted her to be. A tool, at the mercy of a single mare.

"And that's just what you'll be. My awesome... amazing... cock. Forever." Dash said, moaning a bit more as she rubbed just a bit harder, feeling it start to twitch. Just a bit longer and the juices would start flowing.

Pinkie's throbbing intensified from the mere prospect of permanence. A full reversal from before. The cockflesh quivered against Rainbow's hoof as Pinkie restrained her new form for one final interaction before her fate was sealed. So tense, right on the brink, but still she asked this in a desperate pant:

"Pinkie... promise..?"

"Of course, I Pinkie Promise. Cross my heart, hope to fly, stick a cupcake in my eye," Dash said. And with those words, she spun towards the Cakes and gave one more good hard rub before unleashing her orgasm on the family

"A-ahhhhh!!" cried out Pinkie as the pleasure overwhelmed her, mind breaking in her bliss.

Rope after rope of Pinkie's unneeded biomass expended itself upon the family of four, giving them a bath in brand new baby batter. The hot spunk washed over them and completely covered the smaller ones in the family. All that had made Pinkie a mare was no more, and with that orgasm, she would never be reformed. Pinkie the party pony was no more; she was Pinkie the Party Cannon, now and forever under the management of her brand new owner. The two were permanently inseparable, just as they both wanted. And as Pinkie throbbed dully and dribbled out what was left of her old life, she retreated slowly into her brand new sheath - never to be a pony ever again. Nothing but a cock. Nothing but...

Tired, oh so tired now, her consciousness began to settle into a nice sleep, now that her new form was covered by her blanket. Her new, permanent home on Rainbow Dash's crotch. Waiting, until she would be used to throb and cum for her wonderful owner Dashie again.

Once Dash finally stopped cumming, she slumped onto the floor, exhausted, but with a pleased smile on her face. "That... That was fucking awesome... The best orgasm I've ever had," she said out loud as the younger Cakes started licking themselves clean from her juices. She had a feeling that they'd just get better and better.

Part of her also wanted to go out right away and start using her new cock, but she needed a few minutes to get her energy back.

As each foal took the first taste of the climax, they too orgasmed. They both giggled at the sensation, Pumpkin spraying a tiny load out onto her mother's hoof and Pound's cum squirting from his cocklet onto his father's face. Both began to laugh unrelentingly after their orgasms resolved, tickled pink by their first-ever climaxes. A last gift from the party pony perhaps..?

At any rate, both of the older Cakes looked at one another, then at Dash, then at the kids, then at Dash. Mr. Cake cleared his throat to get the cyan mare's attention. "Ahem. I assume this 'is a long story'?" The stallion didn't look mad, only moderately annoyed - and that only really seemed to stem from being used as a cum sponge.

"Uh... yeah... you could... you could say that," Dash said with a chuckle, looking towards them. "Do you want the full version, or the short version?" She didn't seem the least bit sorry about covering the family with her juices, as evidenced by her still relaxed pose.

Wiping the seed from his face, the male sighed, shaking his head. "The short version. Before this all dries if you would, please."

"Twilight performed an experiment on me that gave me magic. So I used it to make Pinkie my cock. We both wanted it, though."

Mr. Cake was silent for a few moments, and when he raised his hoof and inhaled for a response, his wife stepped up beside him and smiled, interested. "That's kind of sexy," she thought aloud, no doubt blushing underneath the cum on her cheeks.

"Heh, thanks. I think so too. And not only do I have this rockin' rod for my rockin' bod, but I've still got my pussy and clit," Dash said, grinning from ear to ear, spreading her legs to show that, indeed, she still had her lower pair of lips

Mrs. Cake continued to smile warmly, if with reservation, at the futa in front of her. "Your body is a lot more beautiful with both parts. I'm jealous!" Her gaze affixed itself to the pegasus's pussy. "I know the first thing I'd do is try being intimate with myself..." she admitted somewhat quietly, chuckling to herself.

"Heh, thanks. But I've got a friend or two I want to try this on first. And hey, if you want both parts, try asking Twilight to give you magic. Maybe you'll get the same powers I did," Dash said as she got to her hooves. "It'll feel weird, but it's worth it."

The blue, cum-covered mare nodded in turn. "I might just go see her after we all shower," she said. "Thanks, Rainbow Dash." Mrs. Cake licked her upper lip as though to show how thankful she was, and she hummed: "Hmm... you taste good, Rainbow."

"Just one last thing before you leave..." Mr. Cake started, looking down at Pound Cake, who was still lost in amusement. "Do you know why my son just came on my face..?"

"Heh, thanks... Mrs. Cake," Dash said, smiling before turning to the stallion. "As for your son, I might have used my powers earlier to make him and his sister aroused at the sight of you two fucking. And I might have used them to make them fuck as well."

"YOU DID-" Mrs. Cake elbowed the shoulder of her husband harshly, and he stopped.

"It's not like they're old enough to know what they're doing or make more of themselves," the female said, looking down endearingly at both of her children. She soon looked back up at the pegasus with an almost apologetic smile. "Just... please don't let them... touch each other... when there's no one watching them, please, dear. They might hurt each other..."

"Heh, I'll uh... I'll be sure to do that. Sorry. Just kinda felt like the best way to test the full extent of what I could do, ya know?" Dash asked, smiling a bit as well. She made to leave before suddenly remembering something. "Oh, is Gummy still in Pinkie's room? I promised I'd take care of him."

Mrs. Cake was the one who answered, her eyes softening. "Awww... that's so sweet of you, Dash! He's probably on her window sill where he usually is."

"Thanks," Dash said with a smile before heading back up to Pinkie's room. And sure enough, right there on the windowsill, was the green alligator.

The little guy licked his eyeball, oblivious to why Rainbow Dash had come to the room without his owner.

"Hey there, little guy," Dash said, flying over to him. "I'm gonna be taking care of you from now on. Do you like that?" she asked as she picked him up. She wasn't sure if he could even understand her, but then again, she doubted he ever understood Pinkie either.

The gator blinked twice at the pegasus.

...Then licked his eyeball again. He glanced briefly at the pink sheath on Rainbow's cock, a part of him wondering why that was there since he'd never seen it on her before. But soon enough he was blankly staring into space again.

"Oh, this thing? This is Pinkie now. That's why I'm taking care of you," she said, having noticed his glance. "I should probably talk to Fluttershy about how to take care of him. I mean, I don't think it'll be hard, but better safe than sorry."

Pinkie stirred slightly in her dormant state, one of her nuts briefly twitching as it churned new seed.

Gummy didn't seem to understand. He just casually "bit" Dash's hoof, teething on her.

Dash chuckled gently as she pet him with her other hoof. "I can see why Pinkie liked you," she said. Deciding not to go back down, she accessed her magic on the Cakes’ minds. "I'm heading off now. See you guys later." she sent before flying to Fluttershy's cottage.

Chapter Two - Avast Her- well, you get it.

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.

Chapter Three - A Better Family

Scootaloo's face went red, ears folding down as she lifted her jaw as though it weighed a dozen tons. She swallowed hard, looking down at the grass, then back at her mentor. Her throat shook as she spoke, as did her body quiver. "U-uhm... it's not what it looks like..?" she lied, legs tensing in fear. This was it; this was how she died. Of embarrassment, in front of Rainbow Dash. Well, at least it was the coolest mare in Equestria...

"Hey, squirt. No need to be embarrassed," Dash said as she got to her hooves, picking Angel up and putting him on her back next to Gummy, the alligator having stayed in place the whole time Dash had been fucked. "It's only natural that you'd orgasm from the sight of me getting fucked like that."

"You're not... mad?" the orange filly asked, taking a nervous step back, unsure of Dash's sincerity. Her gaze fell, unable to hold eye contact. "I just... I just really liked how much it looked like you knew what you were doing... And doing that with animals looked so cool..."

Discord revealed himself behind the filly but remained silent. Apparently, he had hidden when Scootaloo drew near. Now, with the filly oblivious, he looked at her plot from his great height, looked up at Dash, and gave an impressed OK sign. The filly had a very nice rear, apparently.

Dash chuckled good-naturedly at Discord's reaction to Scootaloo's rear, giving him a wing thumbs up before turning her attention back to the filly.

"Squirt, trust me. If I was angry, you'd know," she said. "And yeah, it was pretty cool. Cooler than I expected, though that just might be the Fluttershy in me. Or maybe fucking animals was awesome this whole time and I've been missing out."

"...A chicken, um, did 'the thing' with me once..." she admitted quietly, blushing very, very hard now. "It felt pretty good..."

"...is that why the other CMC kept making chicken jokes around you? They caught you. Or was it the other way around?"

"..." Scootaloo looked up, biting her lip nervously as she considered what to say. She finally settled on the truth. "I kinda... told them..."

"...okay now I need the full story of why you told them. Was it truth or dare?" Dash asked, quirking an eyebrow.

"I figured it would make me sound cool!" she explained shortly. "Plus it felt good! I thought they might want to try it too!" Clearly, the filly was the tiniest bit defensive about the matter.

Dash shrugged and put her hooves up defensively. "Hey, right now I'm the last pony to judge something like that. I mean, even before that animal orgy, I started dating Angel Bunny."

"...Dating?"

"'Sup."

"Gah!" Scootaloo jumped back. This being the first time she heard Angel talk, it caught her off-guard. She consequently bumped into the draconequus, but luckily for him, he was able to turn himself invisible and fly up into the air, unspotted. But Rainbow Dash knew the chaos lord was watching intently. "S-since when..?!"

Angel laughed at the filly's disturbed demeanor. "Only ten minutes, or maybe a little more. She's certainly a good mama." The bunny smiled at the cyan mare, rubbing one of her legs as the wolf's knot finally deflated enough for the breeder to trot into the forest.

Dash smiled back as she gently pet him, keeping her eyes on the orange filly. "Yeah, dating. It's a pretty open relationship, but I think he's the one for me in the end. Though that might just be because Fluttershy's rubbing off on me, since she's, you know, literally part of me. And Discord made it so he could talk since I like talking to him out loud."

"Wait... that's not just... paint on your flanks?" Scootaloo asked, taking a cautious step forward. "That's... actually Fluttershy?"

"Yup. 100% pure Flutterbutt. I mean, didn't you see how I'm a bit thicker down there than I was before?" Dash asked, turning so the filly could get a better look.

Despite being the most rambunctious and extroverted in her group of friends, Scootaloo was instantly red-in-the-face at her own desires to look at Dash's ponut. She did so, though - and the rest of the fat around it. She stuttered, "It, um, d-does look a bit bigger than before... h-heh..."

"Yup. Fluttershy has now permanently turned into my rear," Dash said, grinning a bit as she repositioned herself so Scootaloo could see her cock. "Now guess who this is."

Scootaloo peered closely, getting an inadvertent sniff of Dash's musk - which sent a shiver down the filly's spine. She kept her cool, somewhat at least. "You turned Pinkie into a..?!" she exclaimed, her surprise immense.

"A cock. Yeah. So now I'm a walking threesome. Pretty neat, huh?" Dash smiled a bit, proud of Scootaloo being able to keep calm. "Apparently this was always meant to be, which is why they still have their marks on them."

"Whoa..." the filly awed, looking closely at the balloons on one of the pink, furry nuts - then at the pink butterflies on Rainbow's flank. She seemed to have practically forgotten they were private parts of the pegasus; to Scootaloo, they were just cool traits about her mentor she would want to compliment whenever she got the chance. Her eyes suddenly lit up as she looked into Rainbow's eyes. "Could I be a part of you?!" she asked excitedly, flapping her tiny wings like a buzzy bee.

"Wait... what?" of all of the things the blue pegasus was expecting her protégé to ask, that was not one of them. "You... want to join me... forever...? I dunno Scoots. There aren’t that many parts of me left. Except maybe my pussy...."

"Your..." Scootaloo's eyes were soon alight with understanding. "Ohhhh, your marehood!" she nodded, understanding now. "Yeah! I wanna be your 'pussy'! It'll be fun, won't it?!"

"It... it would... but you wouldn't be... you anymore. I'd be the only pony you could interact with ever..." Dash said, rubbing her chin in thought as an idea came to her. "But I know a different way you could join me. And you'd still exist as a pony. I think anyway..."

"I don't care what I am," the filly assured, tone completely serious. "I wanna have as much fun as Fluttershy and Pinkie, whatever it takes!" The filly stomped a hoof ground not with entitlement, but conviction.

"Well then... I'm gonna turn you into my daughter," Dash said, encouraged by the filly's determination. "I'm gonna put you in my marehood, and in a few months, you'll be reborn. And in that time, anyone who fucks my pussy will be fucking you as well."

"Wow, really?!" the filly shouted, the speed of her excitedly-flapping wings almost taking her off the ground. "I'll feel everything you feel, AND you'll be my mom?!"

"Yeah. I know you've wanted that for a while, and this is a lot more fun than boring paperwork," Dash said with a chuckle. "You'd have to deal with Angel as your dad, but I think you can handle it," she said, shooting a grin towards the bunny.

"I'm not good at making dad jokes," the rabbit assured, "so it shouldn't be too bad. 'Might ask for the occasional foot rub though..."

Scootaloo giggled chirpily at the bunny, rolling her eyes and shaking her head before beaming once more at her mentor. "Okay - what do I have to do?!"

"So you're not a punny bunny, got it," Dash joked towards Angel, grinning at the brief wince it got out of him before sitting on the grass and spreading her legs wide for the filly. "All you have to do is stick part of you in. I can do the rest."

It was hardly two seconds before Scootaloo was between Rainbow's legs, crawling up to her entrance. She was about to press her muzzle right inside when suddenly she realized something. The filly turned flipped over like a coin, now resting her hooves at the dark blue snatch. "I wanna see it happen!" she exclaimed, smiling with confidence free of the sexuality of the act.

"Sure thing, squirt," Dash said with a smile, ruffling her mane briefly before concentrating her magic on the filly's rear legs, pulling them deeper into her snatch. The sensations made her moan gently, but she kept her efforts up.

Thanks to the concentration she put forth, the larger of the two pegasi didn't hurt herself. But it was still a straining exercise, to be sure. Scootaloo was tickled pink by the whole thing, giggling as her hind hooves slid into the warm, slick passage.

As Scootaloo's hind hooves got pulled in, Dash focused her magic on slimming down the smaller pegasus' belly to make it just a bit easier to slide in. Already she was feeling a connection start to form, similar, yet different, to the ones she had formed with Pinkie and Shy earlier

Scootaloo's breathing started to turn a bit shallow as her torso thinned. She didn't look scared, but certainly nervous. She looked back up at Dash with a questioning smile. "I'll be okay, right? You'll keep me safe?" she asked as her cute little rump reached Dash's entrance, leaving her stuck fast for the time being.

"Of course I will, my little pony. I'll always keep you safe," Dash said, gently pressing Scootaloo's rump inward with a hoof to make it fit, taking the opportunity to shrink the rest of her down a bit. as well, just to help make things a bit easier

"Forever..?" the shrinking filly urged, watching with a dumb smile as she looked at the mare sitting in front of her, looking bigger every second. Scootaloo wiggled her hind legs in anticipation to get deeper, and deeper she went - Rainbow's clit briefly winking out and resting into the filly's belly button for a moment.

"Forever," Dash moaned at the sensation, feeling her folds twitch briefly, but she continued to pull the filly into her. Soon it reached up to her head, and she knelt to give her a little kiss.

Scootaloo sweetly smooched back, the folds threatening now to consume her fully. As her neck tensed against the squeezing entrance, the filly smiled. Her purple eyes were soft, as though she might just start crying at any moment. Dash soon knew why.

"I love you... mom..." she sniffed, looking down and letting herself slowly get sucked into the warm, tight cunt of her to-be-mother.

"I love you too, daughter," Dash smiled back as she pulled the filly the rest of the way, cutting her off from the outside world. With the filly fully inside of her, she concentrated her magic on connecting the smaller body to her own. Biology wasn't her strong suit, but it felt like something was guiding her on how to do this correctly.

Slowly, the filly was pulled further inside, shrinking as she went along the canal she wouldn't see again for quite some time. And when she had reached the end, Dash felt it. Felt Scootaloo be pulled in through her cervix, where the filly was then curled up in her to-be-mommy's special room. Dash heard Scootaloo giggle, and then a connection. An umbilical cord had firmly attached to Scootaloo's stomach, binding the two together as baby and mother.

The formation of the two's connection complete, Dash leaned back and rubbed her now pregnant belly. She wasn't sure how many months it'd be, but she figured it would be less than a normal pregnancy, considering the filly was pretty complete already. "Mmmm... I can't wait to see how you look when this is done, Scootaloo... though you'll probably need a new name."

The presence of Discord went away after the touching moment, him for once not being one to make light of the situation. Angel Bunny boinged up to his new partner, lading on her thigh and gently rubbing her pregnant belly. Especially seeming to find her new outie cute. "What do you have in mind?" he asked, giving her a wholesome smile as he kissed the fatty stomach.

The kiss on her stomach made her giggle slightly. "Either Rainbowloo or Rainbow Dash Jr. Which do you think is better?" she asked, smiling down at him.

"I think giving her an old piece of herself would be a nice thing to do," he grinned, kissing her belly button specifically on his second peck.

"Got it, so Rainbowloo it is," she said, leaning down and kissing the top of his forehead. "Now I wonder how long it'll be before she pops out. Hopefully Twilight'll know. I don't want to have to explain this to the nurses at the hospital until later."

"The longer I can watch you with a belly like this to make Fluttershy back there sway," the rabbit chuckled, "the happier I know I'll be."

"You'll be able to watch her sway whenever you want," she said before connecting with Twilight's mind. "Hey, Twilight. Could you come to Shy's cottage?"

"But EXTRA well when you've got that bundle of joy in you," he fired back, rubbing her stomach as Twilight responded. She "sounded" like she was exhausted. Stars only knew why.

"Sure, just... give me a minute. I'll be right there!"

"Sure thing, Twi," Dash said over the connection.

"Heh, true," she said out loud to Angel. "But after Scoot- I mean Rainbowloo, let's save any pregnancies until after I become a full 'Bolt. I'm making an exception for the squirt, but being pregnant isn't exactly aerodynamic."

"Oh, I know you well enough," the bunny nodded. "No actual breeding like a rabbit until you get your pin. I know; I know. Your ass is plenty for me. Just knowing I'm breakin' her mind each time..." His spent cock peeked out for a moment.

Soon Twilight was there, though her mane was slightly frazzled, and her horn was smoking just a little. "Okay," she panted, "I'm here... hah, hah... What was it that... you wanted?"

"...okay first, what the hell were you doing that got you all messed up like that?" Dash asked, staring at her. "You look like you stuck your horn in an electrical socket."

"Luna and I... may or may not have been casting a spell," she admitted, rubbing the back of her neck. "I might say more later. It's something you might like to hear."

"Okay..." Dash said, in a tone that indicated she definitely wanted to hear more later. "But anyway... I called you here because something special just happened..." she gestured to her pudgy belly.

"So I see," she nodded, wiping some sweat from her forehead. "Accelerated pregnancy?" she asked. "That would be a very interesting side effect."

"Well not so much accelerated as I took a pre-existing body and stuffed it in there. Specifically Scootaloo," Dash said, watching her reaction.

Twilight was taken aback. The mental exhaustion she had was instantly gone. "That's... wow. Maybe that shouldn't surprise me as much as it does... I didn't take you for the motherly type. Do you believe that might be Fluttershy's personality rubbing on you as well?"

"Possibly," Dash said with a shrug. "Though I know Scootaloo wanted to get closer with me for a while, what with her being an orphan and all."

"Of course," the alicorn nodded. "I can see why you would naturally have an obligation to... help her with that. That's awfully diligent of you, Dash. I'm sure you'll be a good mom." Twilight smiled, and nodded to Angel. "-And you a good father." She looked back to Dash. "Thank you for telling me. I'll be sure that no one starts being worried about where she is. Was there something else that you needed me for?"

"Yeah. I wanted to know if you could see how long it'll be before she pops out. I figured you'd have a spell or something so I wouldn't have to go to the hospital," Dash explained, a smile on her face from the compliments.

"Well, calculating the length of reversing development isn't exactly easy. But..." Twilight bit her lip, thinking deeply on the matter as her horn lit up and an aura shone over Dash's stomach. "I would say, based on how she's changing at this rate? Maybe... a week per year that she's old now." The aura faded. "So, about two months, just as an estimation."

"Alright, that's good. I can handle two months of not so awesome flying. I just hope they don't need me for Wonderbolt reserve stuff until then," Dash said. "Heh... I wonder if any of the official Bolts had a kid when they joined the team."

Twilight smirked, giving Dash a shake of the head. "Nope! If you become one, you'll be the first!"

"Cool. So when I become one, that'll be one record I'll always get to keep" Dash said with a grin. "In fact, I'll probably have a lot of first records."

"Like we haven't heard enough about that," Twilight rolled her eyes, but quickly returned to a smile. "Like I said, I'm sure you'll raise her well. You've got loyalty, kindness, and laughter all behind you now, after all."

"Well, only kindness is behind me. Laughter's in front of me." Dash joked, grinning widely at her own remark

Angel took a seat on Rainbow's thigh, patting Pinkie's sheath just to tease his lover. "I'd say she's more... below you, most of the time," he flirted in correction.

Twilight rubbed one of her temples. "Ugh... I'm already regretting this... Did you need something else before Luna and I go rest off our exhaustion?"

"Pfft, nice one honey bun," Dash chuckled at Angel before looking towards Twilight. "Not unless you'd care to fill me in on what you two were doing."

"...You know what? Now is fine. You might want to see what happens anyway," Twilight decided. "Just keep this quiet between you, Luna, and I - alright, Dash? There are certain someponies we don't want to find out."

"Sure, Twilight. I'll be sure to keep it on the D-L," Dash said, smiling reassuringly.

"Okay, well..." Twilight glanced at Angel, staring a few moments before deciding he was trustworthy enough now that he was under the care of Rainbow Dash. "Luna and I have both activated Rarity's alicorn brain waves, but we haven't told her anything." The alicorn began to smile. A bit mischievously so. "We want to see what happens. We think that if all she wishes for is her own happiness - and that's what we expect from her element, since she feels happy when she makes others happy - then everything will turn out the best for everypony."

Dash thought about this before shrugging and grinning. "Sounds good to me. I can't wait to see what she does with it. If only I could be there when she uses it the first time, but I get the feeling I'm gonna be busy." With that, she turned her gaze to Angel, the implication clear.

Angel Bunny rubbed Dash's tummy just a little bit above her sheath, the warmth of his fuzz almost teasing Pinkie out of it. "Oh you know it, baby," he promised, making a slooooow lick around Rainbow's outie.

Blushing at seeing this semi-erotic act, Twilight rubbed the back of her neck and fixated her gaze elsewhere. "Well, if you change your mind about watching, Luna and I are going to be watching them with a clairvoyant window."

The lick made Dash moan lightly. "Oh yeah, keep that up," she mumbled before returning her attention to Twilight. "Sure, Twi. You got it. If I ever feel like joining, I'll let you know." she said, giving a wing thumbs up.

And so with that, and a quick nod, Twilight teleported away - leaving the taboo couple together once more. Angel did as he was told, slowly circling the wet muscle around Rainbow's bulging belly button - sweetly kissing its center now and then.

Chapter Four - Snug as a Bug in a Rug

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.

Chapter Five - Lovey Pudgy

Angel’s thoughts came to Rainbow Dash some few minutes after the two had rested in their blissful afterglow. "Honestly, I wouldn't mind... being turned into your pudge," Angel admitted, lazily reaching over and stroking the inside of Dash's tummy. "A small layer of fat you could never work off... heh heh..."

"Heh... that... that might be nice... but then I wouldn't have my bunny boyfriend around anymore," Dash said, still a bit exhausted herself, gently rubbing her stomach where she felt him stroking her. "Though again, there's always the mirror pool. Not sure if Twilight would be okay with it, but, eh."

"Whatever it takes... to get the same pleasure as the other three," the bunny replied, swimming gently through the pool of cum and rubbing her insides with both paws. Cum up to his waist and cum covering the rest of him, he closed his eyes, simply enjoying the warmth and semi-wholesomeness of the moment. "You're the best mommy ever."

"D'awww... you're so sweet..." Dash smiled upon hearing that. "Alright, then once we've both rested up, it's off to the mirror pool. Want to stay in there for the ride?" she asked, guessing his answer already, but waiting for confirmation.

"Naw... I think I'd like to ride you just once," he replied, snickering and vibrating within her. "Before I'm just another part of you, like Fluttershy and Pinkie..."

Dash chuckled, already putting together her own desires and conveying them to her little bunny boyfriend. "I'm gonna create two copies of you, baby. That way, even when you’re turned into pudge, you'll still be around to help me raise Rainbowloo. First I need to check something."

With that, she concentrated her magic and connected with Discord’s mind.

"Yeeeeees, Rainbow Dash? Wouldn't happen to be having food cravings already, would you?" Discord flirted.

"Nah. Angel's got that covered right now. He's in my belly right now. He's safe for now, but... we both really want him to just be some fat on my belly, and we were going to head to the mirror pool to get him a clone so that he can still be around to help raise my foal. I wanted to know if you could copy his memories into the clone so that I can’t tell the difference."

"I’d be more than happy to. Just as you wish, my kinky little pegasus," he teased. "I'll be at the mirror pool waiting for the two of you. Hope the little guy's ready for the time of the rest of his life, spent on your tummy."

With that, the draconequus mentally disconnected from the pegasus, leaving her with her bunny boyfriend once again. She wasted no time communicating with Angel, happy as a clam. "Good news, honey. Discord is going to help us both get what we want!"

Rainbow Dash felt her pet and lover's spirits lift as high as his ears. "Really?!" he responded in blissful anticipation.

Feeling Angel's happiness helped lift herself just as high, and she couldn't help but smile. "Yeah! Discord's gonna help me make a clone of you that'll be an exact copy in every way, so that way I won’t even be able to tell the difference!"

"That sounds like a great idea, mommy!" the rabbit exclaimed, getting up onto his feet and opening his arms wide, turning 'round to give Dash's wall a most pleasant hug. "I love you, mama! I can't wait to become your pudge!"

Dash wrapped her forelegs around her stomach as if to return the hug. "I love you too, sweetie. Always remember that."

"I know, mommy..." the bunny nodded, snout tickling Dash's insides. "I'm just... really happy you’re okay with this. Promise you'll give me belly rubs every day?"

Dash couldn't help but let out a light giggle at the tickling. "Of course, sweetie. I promise.”

Dash giggled at that. "Alright... Now, you still want to ride on me on the way over?"

"Sure. I wouldn't mind getting a bit of cum in your fur, mama." The little guy snickered again within her stomach, tapping both his cum-covered paws in various sections of its lining.

That made Dash laugh, both from his tapping and his statement. "Heh, okay. Here we go," with that, she used her magic to help lift him out of her stomach and up into her throat. She relaxed her neck to help make the return trip easier on him.

On his way up, Angel couldn't help but leave Dash's throat with a tickle all along the way - intentionally letting all four of his paws, as well as his snout, drag over the walls of her esophagus until he could once again see daylight, Entering into Dash's mouth, the rabbit gave a single flick to Dash's uvula, just to be mean for a moment and get her to cough. He feigned it to be an accident, his voice coming from the back of her mouth with a simple "Oops~"

The hit against her uvula made her cough briefly, and she had to fight from accidentally swallowing him again. "Sweetie, was that really necessary?" she gently chided in his mind, not buying his innocent act for a second. Despite this, she continued to push him the rest of the way out, and soon she was holding him in her forelegs.

"Boys will be boys," he giggled as he slipped into her hooves, blushing slightly now that he was in this vulnerable and almost baby-like position by his mama.

She couldn't help but smile at that. "Yeah, I guess. And I'd probably do the same if I was in somepony else's throat. Now, for your ride, do you want my back, or do you want to be on Pinkie?"

"Do you think you could use your magic to expand your sheath?" the rabbit inquired with curiosity. "I kinda wanna ride with her, but I don't want you to have to wake her up but not use her!"

"That shouldn't be an issue," Dash said, concentrating her magic on the sheath, being careful not to interact with Pinkie herself. She stretched it with her magic, expanding its size so that Angel could ride comfortably inside it.

The rabbit hopped down onto the bed after watching the expansion, smiling at the wide-open sheath much too large for even the impressive flaccid dong within. He bounced towards it, leaving plenty of cumstains on Rainbow's bed she would get to look at when she got back. Some of the last signs Angel was ever a bunny, and not just pony pudge. Angel then carefully got in beneath the pink cock, almost waking Pinkie's dormant consciousness merely with the soft warmth of his fur. Once successfully inside and gently holding the fleshy blanket, he smiled contentedly up at his adoptive mother and new lover, giving a thumbs up.

Dash smiled back, returning the gesture with a wing. The sensation of Angel's fur brushing against Pinkie made her moan a bit, but she just smiled as she flapped her wings, heading out the window towards the mirror pool. Even though it'd been a while since she was last there, she still knew exactly how to get to it.

All the while from cloud-home to pool-destination, Angel held on tight yet always remained careful not to scratch Rainbow's sensitive flesh. The last fly through the sky, he thought. At least, the last one he would see, until his eyes and the rest of him was just broken down into sensitive fat. The thought aroused him, and Dash could feel the bunny's prick pressing against the inside of the sheath. Both were lucky that Angel hadn't faced Pinkie during the ride.

The sensation of his prick against the sheath continued to mildly arouse her the entire trip, but she concentrated on flying. All too soon, they got to where the mirror pool was. Discord had already taken the liberty of removing the rock that was serving as the seal, allowing Dash to fly right in with him. And, as he said, the Draconequus was already there waiting for the pair.

Hovering in the air, he had reclined his legs. He was wearing a red robe and sipping a floating tea-mug of its namesake whilst reading a book. To Be One... something or other. His claw was covering the rest of the title. As soon as he saw Dash and all her ride-alongs had arrived, he tossed both into the air and made them vanished, removing his robe with the same snap of his fingers. "So, Rainbow... what part of your body have you turned little Gummy into?" he joked, biting his lip flirtatiously.

"See for yourself," Dash chuckled, laying back in the air and revealing her new and improved sheath. "You like it?"

Discord put his claw and paw to his face, opening his mouth in a narrow O shape. "Oooooo!" he awed, incredibly infatuated with the creativity of the transformation. The draconequus stared idly a few moments before stretching his gryphon's claw out partly towards the pegasus. "May I?" he asked, meeting Dash's gaze briefly. "His wrinkled new body is simply too brilliant to be left alone!"

"Heh, go ahead. He could use a bit of a stretch. Haven't really used him at all since turning him," Dash said casually, stretching her crotch towards Discord to make it easier for him to touch Gummy. "Just be careful though, I haven't fully broken him in yet. I don't want him to get hurt. And Angel’s still in there as well. He wanted to ride inside."

And Discord happily obliged, giving the pegasus a smirk as he wrapped a finger and a thumb around the wrinkly green flesh. So pliable was it that it made even the master of kinky fuckery exhale softly with envy and lust. He couldn't help but go a little further - wrapping the whole of his claw gently around the green sheath and stretching out his lion's paw to cup the half-deflated balls of the pegasus. He rolled those in his dark-brown pads while his yellow claws played over the sensitive blanket of Pinkie's own permanent form. "I must give you full marks for sexual chaos, my cocky friend," he chuckled, giving Gummy a mischievous squeeze before retracting either arm, albeit reluctantly.

The chaos god's playing with Gummy's flesh made Dash moan a bit, waking Pinkie up, but only partly. "Thank you. I've been having a lot of fun with this, as you already know. And with how much fun I've been having with it, I kinda wish Twilight had given me this magic earlier."

The draconequus hovered into the air, mirroring Dash's casual, lewdish pose. He chuckled, giving her a nod. "Certainly one of the best aspects of being long-lived creatures," he concurred. "I must admit, Luna and I are both quite glad to not be the only ones to be able to attest to the pleasure of merging one's flesh with our own." Discord unfolded his legs and looked upon his crotch. It was smoothed over at the moment, free of genitalia - but his grin said as much as his words: "More than a few times have I made ponies feel that pleasure for themselves. Making them want to never leave." He reached down and rubbed the empty canvas between his thighs sighing contentedly. "Many memories, Rainbow Dash. Many memories."

"Yeah, I bet," Dash chuckled, just imagining the kinds of ponies he'd put there. "Did you ever put anyone there recently? And if you did, is it anypony I'd recognize? And wait... Celestia never did this either?"

That last part was the question she wanted answered the most.

At the inquisitions, the cryptid ceased toying with his genital area and folded his legs once more. He grinned at the pegasus, wider with each question. "My, it's almost like you've gotten Fluttershy's fascination in me," he teased, reaching forward and scritching Dash's chin with his lion paw for a second, maybe two. "As far as how recently... well, there was one pegasus I may have assimilated when you all were busy dealing with those pesky black roots I left growing around the Tree of Harmony… or two... and might I say, as to the first, he has been a fantastic pecker so far!" The draconequus laughed heartily, almost maniacally, at the stallion's fate. "Perhaps you would have recognized him. Thunderlane, I believe. That same day, I went and found his little brother Rumble. My my, that little one... I had forgotten how good it had felt to have a fresh new cunt, but that colt's sensitivity went right into me!"

Putting both paw and claw behind his head in a more relaxed and reflective posture, he smirked a bit less dastardly at the third question as he considered his response. "Luna and I - and Cadance and Twilight - all have our suspicions of Celestia. She's bigger than all but me! That can't all be natural! None of us have been able to prove it, but oh how exciting it would be to catch her gobbling or changing one of her subjects! And, dare I say, scandalous."

"Yeah, I think I have Shy's fascination with you. If I wasn't already with Angel, I'd probably be asking you on a date," Dash said after a few seconds as she processed everything he said. "S ... Thunderlane and Rumble, huh?" Dash rubbed her chin before recognition struck her. "Oh yeah. Thunderlane was in the running to be a Wonderbolt as well. And Scootaloo had a crush on Rumble. Heh, if she was still around, she'd probably have freaked, but..." She gestured to her pregnant belly to finish that statement. "Also, why doesn't it surprise me that you have a cunt as well?"

Not waiting for a response just yet, Dash moved onto what Discord had said about Celestia. "I've always thought she just really liked cake... But it would make sense if she secretly liked eating ponies... I mean... Her rump could put Pinkie's to shame!" And that wasn't a small feat either. Pinkie had been well known across Equestria for having one of the biggest rumps ever. In fact, the only ponies with bigger rears were the elder alicorns. "But if that's true, then what would happen to Celestia if it ever got discovered?"

"Oh, it's not as if any of the ponies would stand up to her. In fact, it would be no surprise if they fell before her hooves, begging to fuel her powerful body. I know that is why Luna always does her... 'binging' in the dead of night." Discord smirked. "I can't say I would have the same restraint! There are probably some Ponyville inhabitants that saw me blow away the pegasus brothers til they were just mine, hah hah hah. And as for the bun in your oven, why does it not surprise me that such a daring tomboy would be a fan of that little femcolt?" His smirk turned to a grin as he leaned forward again, feigning a whisper. "One of the first things I did with them was make sure Thunderlane got a chance to fuck his brother. It'd been a long time since I'd fucked myself - so I killed two birds with one stone that day! Needless to say, they were both more than happy to spend forever right here with chaos by the time I was finished. Hmhmhmhm..."

"Yeah, I mean, I've been able to restrain myself for the most part so far, but it is tempting to just find a mare, drag them into Ponyville square and just fuck their brains out," Dash said, grinning a bit at the possibility of doing just that later. "And what you did with them sounds like fun. I wonder if I could do that, or if that's beyond my power right now. Do they still have any of their minds left at this point, even if it's just the usual thoughts about being used that Pinkie, Shy, and Gummy have been having since their changes? And I doubt many ponies actually watched, they were probably too busy freaking out at the vines. Though some probably did masturbate as they noticed." As she spoke, Dash started idly scratching at her pussy. "And now I want to find someone to make my cunt..." she mumbled.

"If Rarity doesn't end up turning herself into a giant cock with how slutty she can be, perhaps you should ask her," he advised, almost joking - but there was just enough seriousness in his voice to make it apparent that he thought it a valid option. "Or perhaps her cat, to turn her pussy into your pussy," he chuckled, eyeing Dash's snatch not so reservedly. He uncrossed his own legs again, thumbing his crotch as the two spoke. "You know how to tease," he said casually. "Anyway, the two are loooooong gone. Long since submitted to eternal pleasure." He grinned an almost wicked grin, pawing his crotch lovingly. "It took several months... maybe even a year... but I eventually broke them both in enough for them to both let go. No more thoughts, just my cock and my pussy. Guess you could say I fucked their brains out in another sense, hmmm?"

"Well, considering I already have two of my friends, I might as well go for the majority," Dash said, giving the idea of turning Rarity some actual thought. "Though I would probably need to change Sweetie and Opal too just so they can stay together... I'll have to think about this some more." With that, she returned her attention to his crotch. "So eventually Pinkie, Flutters, and Gummy won't be thinking anymore either? I mean, sure their minds are pretty devolved already, but I can still at least have simple conversations with them. And if they ever go completely silent it will be a bit lonely."

He stopped rubbing himself, reading the dark cloud lingering over Rainbow's face. He gave her a reassuring smile. "Hey, they're happy, aren't they?" he offered. "That should make you happy, too. Kindness and Loyalty for them to have Laughter, right?" He hadn't closed his crotch, but he did remove his hands for the time being. "If I could offer you a small piece of advice... perhaps you should only use your friends in reservation. I can't promise that'll make their consciousnesses last indefinitely, because it probably won't... but they might linger longer the less tastes of bliss you give them." Trying to bring the conversation back to casual sexuality, he gave a single chuckle and went back to slowly rubbing his blank crotch. "Of course, not MY first choice. Not that I'd have that sort of restraint anyway though!"

"...Yeah, I'm not one for restraint either. But we'll have fun while it lasts," Dash said with a chuckle after a few seconds. "I mean, I did encourage the Cake Twins to fuck earlier. And yeah, Pinkie and Shy are definitely happier like this." As she spoke, she continued to eye Discord rubbing his crotch. "...Could I see Rumble and Thunderlane at least? I kinda want to see what's left of their bodies. I can already guess, but seeing is believing, ya know?"

He grinned. "I feared you'd never ask." Lifting his gryphon claw, the draconequus snapped his fingers, and on his crotch appeared two wonderful sexes. They were clearly draconian - the cock hidden under a genital slit and only gently peeking out, and the cunt's heat felt by Dash even from this gap. Their owner looked down and scratched gently at the tip of his slit, drawing out the member. It was thick and red - just a tiny bit more vibrant than Discord's body. Just enough to stand out. His cunny mirrored that same color. He chuckled as he wrapped his claw around his shaft and slowly began to stroke, while with his paw he rubbed a pad on his clit. "See how they've lost their color and don't have their cutie marks? No more them. Just... ngh... me. Me, me, me..."

"Hmmmm... could you make it so that Pinkie, Gummy, Fluttershy, and anyone else I make part of me keeps their color forever? I like having my body be a bit of a rainbow as well as my mane, even though I love my normal cool blue." Dash asked, reaching down to the shaft and clit with her hooves, wanting to get a feel of them herself. They felt... pretty much exactly how she expected a draconian cock and cunt to feel. A bit rough, but no less enjoyable to touch than that of a pony’s.

Moving his hands to the back of his head, Discord casually reclined in the air, smugly watching the pegasus feel him up. The occasional lustful breath pressed from his teeth between his words. "Of course I could, my little cocky friend. Making your body change color is a piece of cake. I'm not sure I could bear to let your cock lose that girly pink color. Far too easy to tease!" The draconequus thrust up into Dash's hoof, unceremoniously kissing her cheek with a glob of pre. His female fluids leaked onto her other hoof, drawing a loan from him the more she touched.

"Heh, yeah. Normally I wouldn't think of keeping pink on me, but this shade feels right. Like it complements me.... pfft, Rarity's been rubbing off on me, even though I haven't done anything to her," the pegasus chuckled a bit as she licked the pre off her cheek. Somehow, it tasted like apple cider, which Dash didn't bother questioning. With Discord, you just had to throw the normal rules out the window. She continued her ministrations of Discord's parts. "This is my first time touching anything like this. I've uh... I've asked Spike a few times, but he's always said he's saving that for Rarity. Poor little guy's obsessed."

"So, you've asked the dragon if he'd accept your sexual favors too? Well, I'm glad I'm not the only one!" Discord laughed, letting his claw and paw come to rest casually on his tummy as he watched the pegasus play with him. "You must admire his dedication though, saving his miniature v-card for the love of his life - and even resisting the lust all dragons have!" He thrust again, this time booping Dash's snout with his pecker. "At any rate, I always knew you liked mares more. I'm not surprised in the least. I'm sure a lot more will be chasing your tail when they see that vibrant sheath of yours between your legs, hmmm?"

"Yeah, Spike's a real sweetheart," Dash said as she continued her ministrations. "And was it really that obvious?" she asked as she continued to play with him, having given his rod a light lick when he poked her with it. "I mean, even before I got my not-so-little rod, I tried to be more of an anything goes kinda girl. If somecreature was willing to fuck, I'd get into it as much as I could. It can get really exciting, especially when they let me do whatever I want."

"My my, I'd thought your 'love for animals' came from absorbing Fluttershy," he said with surprise, chuckling to himself - this chuckle interrupted briefly by a groan from the administered lick. "But yes, I thought it was fairly obvious. Your friendliness around stallions. How you looked at Scootaloo and Pinkie. How you always have to one-up everyone to show how domineering you are. And of course," taking on a teasing tone, the draconequus moved to a "sitting" position and flicked a lock of the rainbow hair in front of him.

"My love for animals was intensified by Fluttershy, yeah. But even before I turned her into my rump, I did have a bit of an attraction. Not one I often actually acted on, though," Dash said with a light grin. "And yeah, I guess in hindsight it was kinda obvious that I preferred mares." When he flicked her mane, she chuckled a bit. "The mane was a clue? Really? Kinda cliche don't you think?"

"Hey, you're the one whose race has marks on their bodies showing exactly who they are," Discord justified, pointing towards the flank on which sat both three pink butterflies and a cloud bolting lightning. "So of course, your hair was a clue! Just look at Twilight's - can you honestly say you don't think she plays for both teams?"

"...Huh. Her mane does explain a lot now that I think about it..." Dash said, rubbing her chin. "I mean she DID show major interest in both the other girls and that Flash Sentry guy from the Crystal Empire... Okay, yeah, you got me. I guess manes can be used as a clue like that."

Discord thrust his cock up again to smear his pre on Dash's chin while she was half-distracted. "Then there was Pinkie. Didn't matter who you were, as long as you tickled her pink when you gave her some fun," he reflected, now moving back and forth just enough for Dash's hoof to prod his entrance. "She seemed to especially love the tomgirls and softy mares she brought home after parties - but she always left a little space in her heart for you. And now she's all yours, isn't she?"

She licked her chin to taste more of his pre. This time it tasted like cotton candy. "Yeah. She's all mine now. My super best friend rod forever. She was always chasing me around, but in the end, I was the one to catch her." With that, she leaned forward in an attempt to stick her hoof even further into his entrance. She'd try to stick Pinkie in there, but she didn't want to disturb her napping boyfriend. Angel had fallen asleep at this point while waiting.

Discord's cunt opened, happily accepting Dash's visit into its hot, slick depths. Its owner quietly groaned, bucking his hips involuntarily. A growl left his throat as he gave the pegasus a predatory gaze. "And little Fluttershy too," he chuckled amidst his pleasure. "And Gummy, and soon Angel. You're becoming quite the- ah... harbinger of pleasure, my dear."

"Mmmm... even just sticking my hoof down there is making me feel good," Dash mumbled briefly before his words registered. "Oh yeah, yup. You know me, always eager to please. And I've still got my wings, pussy, and teats to add to if I ever find the right person or creature. Heh... maybe I should find another pegasus and add them onto my wings. I mean they're pretty impressive already, but they could always be a bit bigger..."

"The colt certainly made a fantastic addition, didn't he?" the cryptid chuckled, gently riding the hoof of the pegasus, as though to show his appreciation to Rumble. Not that he was there anymore. Just a pussy... never anything else. Occasionally Discord bucked again to leave a streak of pre-seed on her face. "Perhaps your old friend Gilda could help add to your wings. Maybe then her bitchy little mouth would have a bit more use, hm?"

"He definitely did. Did you always have a cunt as well, or did you just make him one?" Dash asked curiously as she slid even further into his pussy., moaning a bit at the feeling. "And... yeah... plus she never really liked living in Griffonstone anyway. I know she's not all that fond of being near ponies, but I know that she has a bit of a crush on me, so that would be a two for one deal that I think she'd love."

"Not like she'd know the difference once she's just your wings. Especially when her mind melts," he thought aloud, excited at the prospect. And excited by the mare's touches to either of his sexes. His fluids were dripping freely to the ground, his horny thirst begging to be sated. "As for, ngh, my cunny - I had transformed a pony into it centuries ago, but it turns out that being turned to stone for a thousand years tends to cage your genitals long enough for them to smooth out. My skin's a bit sensitive there now, even when I don't bring the two brothers out to play."

"True... maybe when we're done with Angel, I could go pay Gilda a visit. Or ask her to come here," Dash said in thought as she continued to rub his genitals. At this point, the feeling of his parts was making her feel aroused enough for her folds to start dripping a bit as well. "So even when they go away, I could still rub you there and you'll feel good? Heh, that's good to know. Kinda wish I knew it earlier to be honest."

"Certainly. The nerves aren't as sensitive, but it still feels magnificent," the draconequus nodded, ending by tilting his head back in the pleasure of Dash's unrelenting ministrations of pleasure. "Mm... don't tell Twilight, but Starswirl the Bearded may or may not have been my old cock. Just another part of me now. My my how he- agh... wanted a taste of immortality. And my how happy I was to oblige..."

"Ooooh... don't worry, I'll keep that a secret from her until you want to tell her. Heh... she's gonna freak when she finds out the truth," the pegasus snickered as she intensified her ministrations a bit. "Though I don't know if that'll be out of anger or jealousy... or both."

"Mmm... I do like me a feisty alicorn one way or the other," he smirked, his cock throbbing in Dash's grip. Arousal dribbled down his length, pooling on his touch-sensitive crotch and stimulating his clit as it leaked down. He bit his lip now more out of lust than nefarious intent. "He's gone now, but I'm sure he's enjoying having lost himself. Him and the rural mare he'd been crushing on, who I turned into a dripping wet hole. I must give you props for turning a pony into your, ngh, plot though..." His member was pulsing more regularly, his hot pussy promising a juicy load from both pieces of genitalia when he would inevitably blow. "I've h-had the inkling myself... but it seems you've beaten me to it. I'm jealous; I may just have to go and get myself... one of my own merged posteriors..." He was panting then. He didn't by any means look weak, but the pleasure was certainly impossible to ignore.

"Yeah, Twilight's definitely pretty feisty," Dash chuckled, rubbing his cock just a bit harder, knowing that it was going to explode any moment now. "I'd ask who Starswirl had been crushing on, but I don't actually care. I'm not as interested in ancient history as Twilight. I'm more a live-in-the-moment type of pony." With that, she rubbed just a bit harder, grinning as a thought came to her. "And if you wouldn't mind, I've got a suggestion or two for who you could turn into your rump. Unless you want to just look for yourself."

"By a-all means," he stuttered, clenching his hands into fists as he held back his climax as best he could. Being celibate in stone for a millenia certainly helped, but the sensitivity of his (relatively) new sausage and snatch was an incredible deterrence. "'T'would be wonderful to cream at your suggestions..."

Dash grinned a bit as she rubbed even harder, chuckling a bit to herself as she continued, wondering how much longer he was going to last. "I'd love to see you turn that arrogant magician Trixie into your rear. Unlike me, she doesn't have the skills to back up her boasting. And if not her, there's this mare Lightning Dust from Wonderbolts Academy. I'd love to see her get knocked down a few pegs."

"Both... deliciously devilish of o-options my dear." Discord's body seemed to quake with his reluctance to orgasm. "You're growing more mischievous... every day." He took a deep breath, trying to put his pleasure aside so that he might finish even one more coherent thought. "A pompous ass... turned into just an ass. How good that unicorn's horn would feel sliding in... never to slide out... Ah!" With a final moan of need, Discord double-creamed - giving the pegasus a hot facial of dragon spunk and a hoof-bath in the fluids of his fairer sex.

The sensation of being covered in Discord's spunk from both parts was enough to send her folds over the edge, and she came over the cave floor. As she did, she licked the cum off of her face, moaning a bit at the taste. "Mmmmm... Your juices taste really good," she chuckled a bit. "And thanks. I don't know if that's Pinkie talking, or what, but I've definitely been feeling a bit more spontaneous lately. That's exactly what I was thinking, though. She's too pompous for her own good, thinking herself undeservedly above others. It'd be amazing to see her permanently below someone else."

Panting in his own afterglow, Discord waved tiredly at his cock as it went flaccid and slunk back into its permanent residence. He then gave his pussy a few appreciative pats with his paw, before snapping his fingers. In an instant, the former brothers were replaced with the cryptid's blank crotch. Only now the private area was stained with cum of either sexual set, and this he smeared over his sea of skin, smiling pleasantly as he did. "Mmm yes..." he nodded, dazed by his climax. "Perhaps I could trick her into giving up her horn, then - when I have her right where she belongs - use it as a toy to fill her with the last of her magic, hm?"

“Oooh.... that'd be perfect. Make her powerless before you turn her. And then you could use her horn as a sex toy whenever you want," Dash said, panting a bit at her own climax. The mental image of Trixie being tricked into giving up her horn, followed by imagining Discord sticking the horn up his now blue rear, made her grin widely. "When you take her, let me know. I want to be there to see it when you change her."

"My you are so much more delightfully devilish, Rainbow Dash," he smirked, still rubbing the long-since-gone Starswirl, playing with his own cum as he pawed the blank crotch. He looked up with a bit more of a wholesome smile. "I hope you wouldn't mind us doing this again. I can tell there really is just a tiny spark of Fluttershy in you, and I'd like to be with that mare again - if you might be so Kind."

"Pfft. Sure, I'd love to do this again sometime. Just try not to interrupt any funtime I'm having, okay? I'd hate to be close to climaxing into a partner only to be interrupted with you wanting me to pleasure you," Dash said, smiling back. "Though first, let's do what we came for." With that, she gently nudged the sleeping bunny residing in her sheath. "Wake up, honey."

"No promises," Discord grinned, snapping his fingers to have a translucent hand manifest in the air and smack the pegasus on the ass. Jolting from this, but soothed by Dash's voice, the rabbit's ears perked up - eyes wide as he awakened and crawled forward a bit. After some few seconds of analyzing his situation, he smiled at his to-be gobbler.

"Is it time?" he smirked.

Dash moaned gently at the smack on his ass as she brought Angel out of her sheath. "Yup, it's time, my little bunny boy. Soon enough you'll be part of me forever," she chuckled, petting him gently and returning the smile.

Angel nuzzled his cold little bunny nose into Dash's leg as he let her pet him. "Can't wait mommy."

"Neither can I," Dash said, though as she pet him, she suddenly remembered something and looked up at Discord. "But first, what was that book you were reading? To Be One something?"

"Oh... Luna... may or may not have written a sort of... retelling of her putting Applejack and her sister in their place, heh heh heh. Very... kinky, if I do say so myself!"

"Heh, I might have to get myself a copy of that at some point," Dash chuckled. "But for now, let's focus on me and Angel." With that, she gently brought the bunny out of the expanded sheath.

Hung by the ears like a bunny out of a top hat, Angel dramatically opened his arms with a "Ta-Da!" face, a smile spread from ear to ear. Buck teeth adorable. Discord gave a golf clap, setting his feet on the ground before speaking. "If you might be so kind, Rainbow Dash, I would very much like if we might try a little experiment first."

"Sure. Any extra time I get to spend with my first boyfriend before a clone replaces him is fine by me," Dash said with a smile, gently petting the bunny a bit.

The rabbit smirked up at his girlfriend of a mom, moving to hug her leg with one arm.

"Well, see... I really am quite jealous of your body's properties... especially two of my favorite ponies now being a part of you. If you are not so stingy, I was wondering if you could perhaps try resting your rump in the mirror pool for a few moments... and then, if you're so kind, your cock and balls as well." The draconequus was blushing. For once in his life, he seemed concerned. "I miss the two of them too much for my own good."

Dash had her suspicions as to what he was gonna do with this, but shrugged and walked over to the pool. "Hey for what you're gonna do for us, it's the least I can do," she said before sticking her ass into the pool for about three or four seconds.

At first, it seemed as though this was a fruitless endeavor that would have no form of pay off - but as Dash pulled her chilled plot from the small pond, to the surface floated a yellow plot, one side perfectly curved, the other flat. Discord smiled, and that smile soon turned to a grin. "Theeeeere is what I wished to see..."

"You gonna try to reform her back into a Fluttershy clone for your personal pet or something?" Dash asked, looking at it. It was weird to see just a disembodied ass like that, but with everything else today, she just shrugged.

Discord scooped it out of the water. It was shivering, and he looked apologetic to see that - hugging it to his chest, grin having weakened to a smile once more. "Well, this is her destiny now. Shaped by you. So, if it would not bother you, I'd like to use this clone of my beloved former pegasus to pleasure both myself and her."

"Sure, go ahead," Dash said with a shrug as she dipped Pinkie into the pool. "I'll always have the original with me anyway, so it's not like you'd be taking her from me."

The same happened with the former party pony. As Rainbow pulled her cock from the water (her balls now shrunken slightly from the cool temperature), a disembodied horse cock and balls floated there in the pool, which Discord promptly grabbed. The pink thing throbbed in his hand, and he smirked before giving the blue pegasus a nod. "Thank you kindly, Rainbow."

"No problem, Discy," Dash smiled at him before flying over to Angel, ready to move onto their part in things. "Need me to levitate you in, or do you think you could handle a few seconds under the water?"

"How about you levitate me with your magic one last time?" the rabbit suggested with a smile, as though he might start a scrapbook with all their last activities together in it before he was another part of her powerful body.

"Sure thing, sweetie," Dash smiled as she lifted him and brought him over the water. She kissed him before slowly putting him underneath, making sure he could still breathe. After a few seconds, she brought him back out and waited.

The bunny was now washed of cum, but shivered. Still, wanting not for Dash's motherly instincts to get her upset, he shook off and gave her a forced thumbs up and a smile. Before either of them knew it, a perfect Angel Bunny hopped out of the water, shaking off the water on his body as well before looking between the real Angel, Fluttershy, and Discord.

Dash smiled back at the original Angel before looking at the clone. She wasn't sure what to say at first, so she just walked over to him and picked him up, as if to make sure that this was really a second Angel Bunny.

The bunny looked correctly formed in every way save mentally. Eyes somewhat blank, his nose wiggled cutely, and he gave the mare's nose a lick. "Yep," the real Angel said with a chuckle, "he'll be a good mate."

Dash chuckled a bit at the lick, booping the bunny in return. "Definitely, but he's not quite ready yet. Discord, you know what to do," she said, holding the clone towards him.

Discord first snapped his fingers while looking at the real Angel. He made a mental copy of the entire rabbit's life until that point (as well as his power to speak), and when he had all those memories, the draconequus looked towards the clone and snapped his fingers again. And just like that, the two rabbits were exactly the same. The clone's eyes lit up with recognition, and he smiled at the yellow mare in front of him. "Ohhhh, hi mommy!" the clone waved happily.

"Hi sweetie," Dash said, smiling at the clone. She then sat her new Angel Bunny down and looked towards the original Angel. She leaned down to him, giving him one last kiss as his mother and lover before he would become just another part of her.

"Ready to become pudge?" she asked him, hungrily licking her lips.

"As ready as ever, mommy," the bunny replied, holding his arms out in preparation to be lifted whether by wing or by magic.

Dash smiled gently at that, giving him his final hug before lifting him in her wing, then bringing him over her mouth and dropping him in. Once he was inside, she swallowed, moaning a bit in satisfaction at his taste.

The slide down her throat carried with it a sense of finality as his breathing naturally quickened, knowing he'd never truly see the light of day again. Yet still, he was not afraid as the throat released him, plopping him into the room that was going to change him forever.

At first, the stomach acids seemed to hesitate approaching him, but then, as if sensing a change in the air, they slid towards him, slowly melting him down into the pudge he wanted to be. They first started with his legs, as if they wanted to give him a bit of time to savor this turn of events.

The rabbit was initially - as one might have expected - nervous about what was about to happen to him. Especially as the warmth of the acid slowly became unbearable. His far was the first thing to melt away, and he blushed as his legs were soon left as naked as his hard cock. A cock that burned with both aching desire and the heat of the digestive fluids. Angel winced, drawing in short breaths as his lower paws slowly began to dissolve. On the outside, the draconequus smirked. Having teleported his copies of Pinkie and Fluttershy away, he took a step toward Rainbow Dash and reached out with his lion claw to rub her quietly growling stomach, biting his lip at the cyan mare.

The sensation of her belly being massaged like that made Dash purr gently and she leaned against him as the acids continued to slowly work their way up Angel's body. The acids continued to heat up, causing his bones to soften up as the acids continued to melt away his outsides. The air itself seemed to wrap around him, comforting him a bit as the acids did their work.

As the bunny's balls began to break down, spilling their contents, Angel experienced his last orgasm. Hands-free, and involuntary. Yet the helplessness he felt only made the climax that much better. He fell onto his ass, lower paws thoroughly worn away now and leaving him unable to stand. He kept his other paws above the fluids as best he could, but he knew that wouldn't last long. As his legs began to turn to opaque sludge, the rabbit started to lose height, his cute bunny tummy now being broken down as he groaned. Feeling the pet being digested, Discord chuckled almost sadistically and groped the pregnant mare's tummy where he felt the bunny's ass dissolving away. Slowly, his true purpose was coming to fruition...

Dash's moans got just a bit louder as Discord rubbed harder. The acids continued their inexorable march up his body, the process now hastened with how much was currently making contact with the stomach floor

Angel's crotch was smooth now. Yes, smoothed away was his cock by the acids. His balls too. And now, his tailhole was melded shut by his melting flesh. He groaned again, both of pleasure and pain as his belly button smoothed up, too. Soon he lost his chest floof, for his rump had completely dissolved. The rabbit could hardly keep his arms up anymore. But knowing his end as a bunny was drawing near... he couldn't bear to waste a second of... this ascension to a better purpose.

Some of the acids had gotten into his tail hole before it had been completely sealed up, hastening this transformation even further. The acids, seemingly sensing his eagerness, sped themselves up slightly, soon reaching his neck, eating through and melting his vocal cords, permanently silencing him.

And what had been silenced but a whimper of love and pleasure for his mommy. How cute! And now, quiet. The rabbit's arms had sunken into the acid now, and they were made short work of. His head soon had no more support, and the digestive fluids being so kind, dragged it down. Not that the to-be-pudge had any lungs to worry about drowning. His eyes were the first to go, the sight of darkness replaced with no hope of seeing anything ever again. His floppy ears on a white head without eyes, and a set of rabbit teeth frozen into a moan, were all that remained.

The ears were next to go, deafening him forever, the sounds of Dash's moaning on the outside and the sizzling of the acids being the final things he ever heard. The teeth were only marginally tougher, but those too soon melted and poured out of the head, leaving just a white ball.

With his visage entirely emptied, now came the breaking down of the rest of his useless, pathetic flesh. Much better on the body of a Wonderbolt, it would be! Worth so much more than his worthless little cocklet. This the rabbit knew, especially as the acid melted his flesh down and now altered his mind. Nutrients. Nutrients, and belly fat. That's all he was meant to be, so the acids told him. If the bunny could form words, he would have screamed out in pleasure, but even that would have been drowned out by the determined fluids.

And soon his mind was just the same as the rest of him. A sludge, drifting in Dash's stomach. The last coherent thought the bunny ever had... was how ready he was for his new life.

And soon enough, the sludge settled in its rightful position on the inside of Dash's belly, giving the prismatic pegasus a small, but noticeable, layer of permanent fat. She let out another moan as she felt this happen, watching her belly visibly thicken ever so slightly.

As Angel settled into his new permanent position, bonded there instantly as the acids melded him there like glue, he could feel only pleasure. No more pain, for the acids were the perfect warmth to remain in. Forever. His thoughts were only of belly rubs, of digesting, and of feeding whatever foals might ever grow inside of Rainbow Dash at any given moment. A simple life. Had it ever really been any different? His broken mind did not care. This was perfect.

Feeling Dash's tummy pudge build, Discord chuckled once more, and he leaned his head down to lick the middle of Dash's stomach, where her fat forever lay - the fur ever so slightly lighter than before. He licked there, as though kissing Angel goodbye and welcoming him into his changed fate. Meanwhile, the bunny's clone - whose cock ached with the endless possibilities before him - came to hug Dash's leg as tightly as a bunny could. "I love you so much, mommy," he swore, kissing the fur of her leg.

"I love you too, my sweet little Angel,'' she smiled at him, continuing to moan gently at Discord's ministrations. She gently pet the Angel clone with a wing, not quite ready to tell Discord to stop, enjoying the sensations too much.

So the draconequus continued on licking, his thin and elongated tongue traveling all over the patch of permanent fat. Right where Angel belonged. Where he was always meant to be. Discord licked here, kissed there. Lifted his paw to tap and scratch here, there. He occasionally left a peck on Dash's belly button or swirled his tongue around it so sweetly.

"Mmmm..." The pleasure from these sensations caused Pinkie to rouse from her slumber a bit. She wasn't fully awake, but as long as Discord continued to play with Dash's belly, she wouldn't be getting back to sleep either. And while this happened, Dash picked up Angel Bunny 2 and kissed him on the forehead as she sat there, letting Discord have his fun for a few more minutes.

When the draconequus had finally finished, he gave one last big, comical smooch to the center of the pudge. To it, he whispered with a grin, "Enjoy your new life, rabbit-stew." He then stood, giving the mare one more pat on the stomach. "I hope you, and everyone inside you, all have a gay old time," he winked.

"Oh, I'm sure we'll all be one big happy family. And this family will probably get even bigger someday," Dash said with a chuckle as she looked down at her boyfriend.

The second Angel in Dash's life looked up at her with a smile, glancing at her bulbous pregnant belly. "I'd love to give you a litter someday, mommy," he stated. Really, it was more of a promise...

"Ho ho, I look forward to that time," Discord grinned. "Until then, my assimilating friend, was there anything else you might have wanted from me?"

"Nah, I don't think so." She said, before looking at him hopefully. "Except maybe giving me a horn? I know I don't NEED it to use magic, and that I'm not exactly an Alicorn until I ascend, but it'd still be pretty cool to have one."

"Probably best not to draw that much attention to yourself," Discord chuckled. "Though I could make it look to you like you've got a horn, if you'd like that."

"Heh, sure why not. If I don't like how it looks, I could always just turn a pony into my horn." That was meant to be a joke, but now she was actually considering that possibility.

"Now I'm sure that transformation would make you very 'horny'!" Discord grinned, snapping his fingers to give the pegasus the illusion that, in her upper peripheral, she had a cyan horn.

Dash laughed at that joke as she reached up and poked at the illusion. She knew it wasn't real, but she couldn't help herself

To her, it felt entirely real. Like a bone, only softer in texture. Though of course, no one but her would see anything. "Everything to your liking, I presume?" the cryptid asked.

"Yeah, for now at least. Gonna have to be careful not to poke it in public, though," she said as she dropped her hoof. "Wouldn't want ponies staring at me without me doing something awesome." She chuckled at that last part.

"Always the narcissist," Discord grinned. "I love it." Dash never got the chance to ask if he meant perhaps the look of her horn or her self-centered personality, for Discord had already teleported away with a snap of his fingers. In his wake, to the ground dropped a copy of the story he'd been reading from. The title read in full, "To Be One with the Night."

Dash rolled her eyes playfully as she lifted the book in her magic and started reading it with Angel. The book was exactly as hot and steamy as she figured, and by the time she was done, she wanted to write a story about what happened that day.

And she already had the perfect title.

Author's Note

If you want to check out more kinky crud like this, you can check out

[Adult story embed hidden]

or

[Adult story embed hidden]

Enjoy!