Twilight did make it. She opens her mouth to say so, almost indignantly—of course she made it; even if it was challenging and against her better interests, magic is her speciality and potions doubly so—but she pauses. Does she actually want them to have it? Does Twilight want one of them to fuck her like a stallion fucks a mare? Twilight has very little experience with penises, but she has more than enough experience getting fucked by a pair of deviants who like rough, selfish sex, and she can easily imagine them violating her in disgusting, wonderful ways.

Just the thought is enough to make her heart race.

Dash walks around in front of her and stands beside Fluttershy, acting calm and aloof, but her face is tense, her gaze flicking over Twilight’s naked body. Twilight wonders if she looks as anxious, whether they’re imagining the same things.

Only one other pony has ever fucked her like a stallion fucks a mare before.

“Twilight?” Fluttershy prods, looking her in the eyes, concern on her face.

Knowing Fluttershy, she might call the whole thing off if Twilight looks even slightly worried, and she’d probably be disappointed. Dash would be, certainly, but even Fluttershy had admitted that she’s wondered what Twilight’s insides feel like, and her appetite for weird exploration is a little higher when it’s Twilight’s body taking the brunt of the weird.

Trying not to hunch or hide her nudity—she’s a Princess; what does she have to hide, right?—she shrugs and says, “Yes, I finished it. But I haven’t tested it, and—”

Fluttershy squeals and bounces from side to side, a big smile on her face. “Oh, that’s wonderful, Twilight. Well done.”

Dash pumps her fist in the air. “Aw, yeah! I knew today was gonna rock. I bet my dick’s gonna be awesome.”

Twilight shudders. If her math is correct, and it usually is, then Dash’s dick would absolutely be awesome.

“Where is it? Is it ready now?” Dash asks.

Twilight feels the opportunity to say no or even to just ask for a bit of patience slipping away. “It’s in the kitchen—”

Dash zooms into the kitchen and emerges carrying a medium corked titration flask. She plants it on the table with a heavy, ominous thud, sloshing its contents.

“You mean this thing?” Dash asks, rather unnecessarily.

The three of them stare at it.

Dash snorts. “It’s full of cum!”

“No, it’s not!” Twilight stammers, blushing. She just knew Dash would say that. “It’s—it’s just a coincidence that it looks like that.”

“Yeah, right. It’s even kinda pearly. It’s totally cum.”

Twilight scowls. “I don’t exactly have access to semen.”

“Heh, you soon will. Do we just drink it? How much do I need? Is there some freaky voodoo Unicorn spell you need to chant or something? How long will it last?”

“Just drink it.”

“The whole thing?” Dash whistles, reaching to uncork the flask. “I don’t think even Fluttershy has chugged that much cum at once before.”

“I said it’s not—”

“Twilight,” Fluttershy says slowly, “is this a single dose?”

Dash pauses, holding the flash to her lips. “Wait—what?”

Twilight winces and shrinks back. “Oh. Uh, yeah. You have to drink the whole thing. I . . . I didn’t have enough ingredients to make a second.”

Dash and Fluttershy look at the flask, and horrified realization sets in, and it’s all Twilight’s fault.

“Aw, man!” Dash groans, slamming the potion on the table. A few drops splash over the rim. She waves her arms around in exasperation. “Twilight! We were both gonna fuck you. Fuck. I don’t know if you’ve noticed, but I’ve really been looking forward to this.”

“I’m sorry!” Twilight says, shrinking away.

Dash sets her face and furrows her brow. “What happens if you only drink half of the magic cum? Do you get, like, half a dick?”

Twilight shakes her head, watching the not-cum swirl and spill inside its glass container. “Well . . . it won’t work. You could leave a mouthful behind, probably, and smaller ponies may need less, but the potion needs enough chemical energy for its various chained reactions to start. Otherwise . . . I think just some indigestion.”

Dash buries her face in her hooves. “Aw, man! This fucking sucks!”

“Rainbow,” Fluttershy scolds. “It’s not a big deal.”

“Oh? Really? So you’d let me do this without you?”

Fluttershy presses her lips together. “Well . . . yes. If you really wanted to. I’m sure there will be more chances later.”

Twilight shivers.

“But we were gonna do this together,” Dash pouts. She huffs, then slides the flask across the table towards Fluttershy. “You take it.”

Fluttershy gasps. “Oh, no. I couldn’t.” She pushes it back. “I know how excited you were.”

“No, it’s cool. I bet your dick’s awesome, too, once you get it.”

“Rainbow—”

“Come on, Shy. Take it. I really wanna see you fuck her like a whore.”

Fluttershy takes a slow breath. “Okay. If you promise to take the next turn.”

Dash looks fiercely proud of her selflessness, and of Fluttershy in general. “Awesome! I’m so excited. Come on! Drink!”

Fluttershy kisses Dash on the cheek. “Thank you, Rainbow.”

“You’re—you’re welcome,” Dash says, blushing.

Fluttershy grabs the bottle—one hand under the base, it’s so heavy—and raises it to her lips.

Twilight gulps, feeling her heart thud in her chest. Last chance to stop this. The spell will work—she’s positive. She just hasn’t had a chance to test how well it will work. A flask full of potion is risky, but a flask of unproven potion, since consumed, is dangerous. And nopony would ever suggest using Fluttershy of all ponies as a guinea pig.

Dash whistles. “It really looks like cum.”

Fluttershy takes a sip, swirls the potion in her mouth like she’s sampling some wine, then swallows. She looks at Twilight with a cocked eyebrow. “It tastes like it, too. Um, Twilight—”

Twilight stomps her foot. “It’s not semen!”

Dash snickers.

Fluttershy licks her lips, then with a fierce look she tilts the flask higher and starts gulping. Twilight and Dash watch, stupefied, as Fluttershy’s throat muscles work to swallow gulp after gulp—mouthful after mouthful—of thick, pearly not-semen. And a delicate mare like Fluttershy never gulps that loudly, either. Twilight can hear her swallow. It’s obscene. The rest of the potion swirls and bubbles, almost like it’s as excited as the rest of them are, spilling a couple drops down Fluttershy’s chin.

“Fu-hu-huck,” Dash croaks, wide eyed and blushing. “Now I really wish I had some too.” She licks her lips and nudges Twilight. “Don’t you think she’d be hot sucking my dick, instead of chugging from some glass vial?”

Twilight nods.

Fluttershy swallows the last gulp of cum and gasps. “Oh, my. That was strange. But not that bad. It’s very sweet,” she says, wiping her mouth.

“There’s a lot of sugar in the recipe,” Twilight admits. “It would have tasted vile, otherwise.”

“How do you feel?” Dash asks Fluttershy.

Fluttershy frowns. “I feel fine. A little full. I shouldn’t have drank that tea earlier.” She licks her lips. “But, um—what happens now? Do I need to do something?”

The three of them glance down at Flutteshy’s dress.

“Yeah, I don’t see a dick, Twilight.”

Twilight shrugs. “Well, over the next few weeks you should start to see a penis grow—”

“Weeks?!” they exclaim.

Fluttershy and Dash stare at her, wide eyed and gobsmacked.

Twilight leans back and chuckles nervously. “Um . . . gotcha? Sorry, that sounded funnier in my head.”

Dash walks right up behind Twilight, flips up the back of her skirt, and spanks her.

Twilight yelps and leaps out of the way.

“Heh. You’re right. That was funny.”

“S—sorry,” she mutters, rubbing her butt. “Anyways. It may take a few moments. Rebuilding a pony’s entire reproductive system is not a simple task—”

“Oh! Oh, dear. I think I do feel . . . something.”

“You may want to sit,” Twilight suggests.

Fluttershy glances around, then scoots back into a chair. She exhales, looking worried.

Dash crouches beside her. “Shy? Are you okay?” She reaches for Fluttershy’s hand and holds it tight.

“Yes, of course. I think—I think it’s happening!” Fluttershy shifts her weight and spreads her knees as far apart as she can under her dress. “Oh . . . Uh . . . Rainbow—”

Twilight and Dash watch with hints of horrified anticipation as a bulge appears under Fluttershy’s dress, right where a stallion’s cock would go. It’s slight, at first, but in a matter of moments it’s tenting her dress and pulling the bottom up her ankles. Fluttershy squeaks and shuts her eyes.

“Sweet fucking Princess,” Dash mutters, eyes wide. “Does it hurt?”

Fluttershy shakes her head. She opens an eye, just a bit, and peeks at her lap, watching it grow and grow and grow. “No, it doesn’t hurt. It’s . . . it’s weird.”

The towering mountain of fabric finally quivers to a stop. Twilight can see the silhouette of whatever monster has taken up residence between Flutteshy’s legs, barely hidden by her dress. It’s thick, and long, and curves slightly up towards Fluttershy’s stomach. Her dress has pulled up so far that it barely reaches her thighs.

As if unsure that it’s real, Fluttershy carefully pokes her new appendage. “Oh!” she gasps, leaning back in her chair. “I’m . . . I’m not sure this was a good idea anymore,” she breathes, staring practically cross-eyed at her lap.

For a few seconds, nopony moves.

Then Dash reaches for Flutteshy’s dress and yanks it up and out of the way.

“Rainbow!” Fluttershy squeals. She hunches forward and tries to hide her new cock behind her hands, but Twilight can see enough. The potion has exceeded Twilight’s expectations. Jutting well out of the top of Fluttershy’s panties is at least a foot of bulging, veiny, cream-yellow horsemeat, tipped with a wide flare and encircled by a thick ring around the middle. As she watches, the magical cock throbs with Fluttershy’s heartbeat, swinging and balancing and never staying still. Twilight cannot fathom how much blood must be pumping through it to keep it upright like this. The meaty shaft is a darker yellow than the rest of her coat, and it’s obscene on Fluttershy’s feminine frame, but it’s clearly hers, especially with—

“Are those cutie marks?!” Twilight gasps.

—small trios of pink butterflies on either side, at the base of her shaft, looking positively gentle on such a dominant monster.

Beneath her monstrous slab of meat, stretching her poor panties to the limit, are a pair of furry yellow testicles, each fighting for space between her thighs. They’re huge—larger than Shining’s, she thinks. And, unbound by the laws of natural reproduction, they’re probably sloshing with cum as her new magical genitals race to completion.

The whole affair has transformed Fluttershy’s familiar outline into something base, physical, and obscene. Twilight feels something heavy thud deep in her gut, feels her heart skip a beat or two.

“Sweet fucking Celestia,” Dash breathes. “Shy—you’re fucking huge.”

“I am? Oh! Please, don’t stare so much!” Fluttershy says, waving her hands in their way.

“No, it’s awesome! Isn’t it awesome, Twilight?”

Twilight nods absently, watching Fluttershy’s yellow penis throb and wave in the air. Just looking at this thing is making her sweat. She simply doesn’t see penises all that often, and never ones like this. She quickly glances down between her legs, wondering just how deep inside her this monster is supposed to go. It’s not meant for Dash, of course—and yellow and purple go together so well. And Fluttershy won’t be satisfied playing around with it for a bit before letting it go away. Fluttershy tends to get a little rough when she plays with Twilight, and that’s without the secondary effects of this new, untested potion—probably a mild euphoria, a craving for peanut butter, and oh, yeah, rampant, persistent arousal. Twilight has no idea how restrained Fluttershy will be—or whether she’ll even want to be.

And yet Twilight can’t help but feel a surge of pride. Regardless of how fucked she is, figuratively and soon literally, this is a triumph.

At least it’s not Dash, she thinks with a sigh. Dash would cheer herself on and brag about how awesomely she can fuck while swinging her dick around, or something. And what if it spat actual lightning bolts? Ha!

“Stand up, Shy!” Dash says.

It looks like she barely hears Dash, but Fluttershy eventually nods and stands in front of them, holding her dress up. Even under gravity her cock towers up past her navel and hangs out almost as far.

Dash whistles. “Do you, uh—” She reaches for Fluttershy’s groin, then hesitates. “Twilight . . . does she still have a pussy? How does this all . . . work?”

Twilight runs the math. “The spell completely replaces her reproductive system until it expires, at which point the changes reverse themselves. So, uh, no. She’s as male as any other standard adult stallion, as far as that goes.”

“Well—so long as it goes back to normal.”

Fluttershy nods fervently. “Oh, yes. I trust your magic, Twilight, but if this . . . this penis doesn’t go away when I’m done, I’ll—I’ll be very cross.”

Dash snickers. “You hear that, Twilight? She’ll be cross.”

“Rainbow! Don’t tease me. This is very weird, and unusual, and . . . ” She exhales. “ . . . and it feels very warm in here.”

Fluttershy takes another breath and flaps the neck of her dress, fanning herself. There’s a line of sweat on her forehead, and she looks flushed. The secondary effects of the potion would be activating now.

“Twilight . . . what did you do?” she asks, staring at her cock. It’s actually pulsing and throbbing in time with Fluttershy’s heartbeat. “It’s so . . . I feel so warm . . . hah . . . ” She grimaces, then looks up at Twilight. “I think . . . Are you sure this potion is safe, Twilight?”

“Yes! Of course! It uses the caloric energy of its ingredients to sustain the change. Once that runs out, the original body should reassert itself. It cannot continue forever.”

Fluttershy gulps, and nods. “I trust you, Twilight. It’s just . . . Oh . . . I just . . . I need to . . . Oh, Princess!” she yelps, looking startled.

“Shy! What’s wrong?” Dash asks. “Do you need to sit down?”

Fluttershy snorts, then grabs her cock. The touch seems to shock her. She jumps a little, but holds on. “Oh . . . Oh, feathers . . . I can—I can see why stallions like this so much!” She gives herself a careful stroke all the way from the base of her cock to the tip, then grunts and does it again.

Twilight’s heart hammers in her chest, watching Fluttershy transform before her eyes. Her dainty hand gripping her huge cock is obscene enough, but she starts thrusting her hips as she strokes herself.

“It’s . . . it’s harder than it looks,” Fluttershy mutters.

The little butterflies stretch and slide up and down from her motion, her balls shifting slightly. Fluttershy grunts and licks her lips. Only seconds in and she looks ready to explode: eyes clenched shut, hunched over the table, feet slipping and scrambling to keep balance. Her timid huffs have grown into desperate whorish moans. She grunts again, and a blob of precum drools out of the tip of her cock, sticking to her fist and slickening her shaft.

“Uh . . . Twilight,” Dash says, “is this normal?”

Twilight has no idea. Fluttershy’s behavior certainly isn’t normal for Fluttershy. Twilight stands transfixed as her cock pulses and squirts sticky precum all over her fist. Every bit of their focus is directed at the spectacle. No, it’s definitely not normal.

Fluttershy whines. “I think . . . I think I’m—Oh—Rainbow!”

She comes sudden and hard. Hissing through clenched teeth but without stopping her fist, she throws her head back and slaps her thighs against the table hard enough to rattle Twilight’s tea kettle. Her cock swells and twitches. A stream of cum shoots out of her cock, arcing high, and splatters a long pearly white line across the table and off the edge.

Dash yelps, leaps back out of the way, and falls backwards.

Twilight gasps and covers her mouth.

Fluttershy presses up on the tips of her toes, leans back, and squirts another load almost straight up, splattering everywhere. As she fucks the edge of the table with her thighs her cock spits wad after wad of thick stallion cum, the gap between each one disappearing until it’s almost a single continuous stream. Most of them splash on the table, some on Fluttershy’s abdomen or the front of her dress, between her tits—even the tea kettle gets hit with a couple thick, droopy ropes. Her frantic strokes spread a thin, shiny layer over her cock, until her whole groin is wet with cum.

Part of Twilight is fascinated, watching the extreme demonstration of viscous fluid dynamics. The rest of her panics, and a single thought presses out all others:

What if it doesn’t stop?

Dash crawls forward and peers over the edge of the table, jaw dropped.

Fluttershy looks like she’s about to pull a muscle, her body is curled so hard. She barks in shock, her cock jerking upwards, splashing cum in an arc—then her whole body slumps, and it’s only her grip on the table that keeps her from tottering over backwards. The last few squirts look almost normal, spilling up to her stomach and over her fist. She keeps stroking slowly as she catches her breath, jerking and twitching with pleasure every few moments. Cum drools and oozes in excited little spurts from the flat tip of her throbbing cock, running down her shaft. Her fist, her balls, even her panties are covered in cum. The cock drool is so sticky that it reaches all the way to the floor before snapping apart.

Twilight and Fluttershy both sigh in relief.

“Shy!” Dash gets up and puts a hand on Fluttershy’s shoulder to balance her. “Are you okay?”

Fluttershy wobbles, slumps into Dash’s embrace, and nods slowly. “Yes, I’m . . . I’m fine, Rainbow.”

Dash twists so that Fluttershy’s cock doesn’t touch her. “How was it?”

Head lolling to one side, she looks at Dash and gives her a wide, lazy, glowing smile. “It was . . . Oh, Rainbow . . . it was wonderful.” She lets go of the table and touches Dash’s cheek, making silly, happy Fluttershy noises.

Dash and Twilight exchange a glance, then look down at Fluttershy’s hips.

Fluttershy’s fist is still wrapped around her cock, but she’s just holding it and caressing it, more for comfort than for getting herself off. The obscene flow of cum has mostly stopped, but her whole midsection is absolutely splattered with it. Wobbling strands of cum stretch from her knuckles to the table. Her cock is still hard and angry, reaching just past her navel, and most of it is slick and slippery, but otherwise the spectacle is over.

“Wow, Shy. You really put on a show.”

“Thank you. But, oh, that’s too bad. I was really looking forward to fucking you, Twilight.”

“Is that it?” Dash asks, frowning. “I mean I knew stallions didn’t take long, but . . . ”

“I guess so,” Fluttershy says, still catching her breath.

But Twilight isn’t so sure. She crouches in front of Fluttershy and watches. “Your erection isn’t subsiding,” she mutters, after a few moments. “I don’t have much experience with stallions, of course, but I’m sure they’re not supposed to stay erect.”

“Definitely not. And they’re not supposed to cum enough to drown a small pony, either. Not unless his name is Big Mac—right, Shy?” Dash snickers.

“Rainbow Dash!” Fluttershy squeaks, batting Dash on the arm. “That was one time! Don’t even joke about that.”

Dash laughs.

Twilight glances over her shoulder at the empty flask, then back at Flutteshy’s cock. Even as she watches, a tiny burp of cum bubbles out, forced out by Fluttershy’s fist. She hasn’t stopped stroking herself. It might not be over after all. And as she thinks back over the recipe . . . it might not be over for a while.

“How does it feel?” she asks. “Does it hurt at all?”

“Oh, no. Um . . . it feels tight. And warm. And really . . . well, really nice.”

The three of them watch Fluttershy stroke herself for a few seconds, listening to the disgusting squelching sounds.

Fluttershy finally lets go, and lifts her hand to her face, peering at her sticky, glimmering fingers. “Um, Twilight,” Fluttershy says.

Twilight jerks her hand back. “What?” She wasn’t about to touch Fluttershy’s cock out of morbid fascination.

“Would you please help me clean up?” Fluttershy asks, staring at Twilight with hunger in her eyes.

Twilight gulps. “Oh. Of course! Um . . . Let me get a cloth.”

The spell breaks when Twilight turns around. She hurries into the kitchen, trying not to pant too hard. The rags are kept in a drawer beside the sink. She turns on the hot water—not too hot; the proteins in semen get stickier in hot water—and tries to think.

There may be a tiny, slight possibility that she messed up the potion. Obviously. The potion was originally far too bitter, so she added more sugar than she’d planned. It seemed harmless at the time, added at the very end, but now . . .

She glances over her shoulder, into the living room, just long enough to confirm her suspicions.

Fluttershy is stroking herself again.

“Oh, damn,” Twilight mutters, holding the rag under the hot water. Her hands are shaking. There’s no law of nature saying Fluttershy can only orgasm once at a time, especially not when hasty, impulsive, unthinking Alicorns start mixing magic and genitals.

What if it doesn’t stop?

No, that’s silly. The potion’s effect requires a constant supply of surplus, magical calories. Once it’s consumed, the effect wears off. It will stop. It has to. It just might take a while, and Twilight isn’t sure either of them can handle those secondary effects for much longer.

What does she do now? She has to tell them, obviously, then find a way to keep Fluttershy from fucking Twilight into a senseless, boneless mass—or from orgasming herself into a dried out husk, while Dash cheers her on. Focus. She needs a list. Lists help Twilight focus. First . . . Fluttershy will need to stay hydrated. The tea is a good start, but she’ll need far more fluids if she’s going to come that much. And electrolytes! She could send Dash to get some of her energy drinks. Next: Um . . . Rescue calories, once everything is done—that’s easy, she has a tub of peanut butter somewhere . . . Some sort of lotion for Fluttershy’s penis, if she’s going to be abusing it for the foreseeable future. And . . .

Twilight has finished her shopping list for Dash and has just started composing a heartfelt apology when she feels a presence. Heavy breathing. A quiet whimper. Fluttershy. Twilight freezes, tensing up. Has she figured it out?

Twilight gulps. “I—I’m sorry, Fluttershy,” she starts, looking straight ahead, “but . . . uh . . . ”

Fluttershy’s cock smacks onto the small of Twilight’s back, leaving a hot, runny smear. The tip slips to the side, then back, then in a small, jerky circle. She’s drawing on Twilight.

“Twilight . . . ” Fluttershy murmurs.

Twilight braces herself against the counter. “Y-yes?”

Fluttershy grabs her hips and presses her erection against Twilight’s skirt-covered backside, and starts humping and rutting against her like a horny young colt. If Twilight bent over just a little, Fluttershy could just mount her. Is that what Fluttershy wants? Is that what Twilight wants?

“I thought you were going to help me clean up, Twilight,” she whispers, threading her cock through Twilight’s tail.

“I am. I was getting a cloth, and some, uh . . . electrolytes.”

Fluttershy grunts again then pulls back.

Twilight exhales a breath she didn’t realize she was holding. A hand touches her shoulder and gently turns her around. Twilight drops the rag on the floor, forgets to turn off the sink, and gawks. Fluttershy, who is only ever this bold and insistent when she plays with Twilight, is standing before her wearing only a dreadfully insufficient pair of panties, a hair clip, and a massive erection. Fluttershy—the pony that wants nothing more than to take care of everypony she meets, that wants to nurture and nourish and nurse the young and the hungry and the injured—is wielding a bludgeoning, throbbing, cum-covered weapon aimed right at Twilight’s body. Her gentle smile is misleading. She is an animal that means to break Twilight and make her her bitch.

Fluttershy presses against Twilight, pinning her against the counter. Her huge tits overwhelm Twilight’s more reasonable chest, shoving her back. Her balls squeeze against Twilight’s thigh while her sticky, throbbing cock reaches almost all the way to Twilight’s breasts, a very clear indicator that Fluttershy has more to give than Twilight has to take. If Fluttershy comes again before Twilight does something, she could probably glue them together.

Without breaking eye contact with Twilight, Fluttershy shoves her hand down between them and grabs her cock. Her knuckles press between Twilight’s pussy lips. While she pins Twilight against the counter Fluttershy strokes herself once more, an obscene and outrageous stroke that squeezes the last of her cum all over Twilight’s skirt, then reaches up for Twilight’s gaping mouth.

“Twilight, won’t you help me clean up?” Fluttershy asks quietly, holding her cum-streaked fingertips in front of Twilight’s lips. “Please? If you want to, of course.”

Twilight leans back and looks down, unable to keep eye contact when face to face with that. She tries to say something, but all that comes out is an embarrassed mumble.

Fluttershy takes her open mouth as an invitation and slips a couple fingers between Twilight’s lips. Twilight closes her lips on instinct, while Fluttershy touches her tongue, grabs and pinches and plays with it. Her cum is salty and hot and . . . oh, it tastes like Shining’s semen, just a little sweeter. She suckles gently, letting Fluttershy slide her fingers in and out, swapping cum for spit. When she pulls them out a little drool dribbles down Twilight’s chin.

Fluttershy brings her mouth to a hair’s width from Twilight’s.

“Oh, dear,” Fluttershy says, breathing on Twilight’s face. Her voice is calm, quiet, but she’s quivering with pleasure and anticipation. “I don’t think that’s enough. It’s getting hot again, dear, and I don’t think my hand will be enough this time. I’m going to make such a mess, and it’s all your fault. Please, Twilight? Won’t you help me out?”

Fluttershy stares into Twilight’s eyes as she grinds her cock against Twilight’s stomach. She’s so close they could be kissing. Twilight could just—lean forward and—

Dash pops up on her other side and smiles huge.

“C’mon, Twilight! Suck her cock! Suck her cock! Suck her cock!”

They pull her into the living room—

“Dash, I need—You need to go shopping,” she babbles, stumbling and almost tripping over herself. “I’m out of electrolytes!”

—and stand her in front of Fluttershy. Dash tosses a couple pillows on the floor in front of the couch and then shoves Twilight onto her knees. “Comfy?”

Twilight, barely keeping up with how fast everything is going, manages to nod. The gesture is surprisingly considerate: yes, Dash is her good friend, and cares about her, but Twilight wouldn’t’ve been surprised to find herself kneeling on the wooden floor. And she’s not sure she wants her clean pillows anywhere near her right now.

Fluttershy looms over her, her face and forehead peeking down over the swell of her breasts. Her cock stabs out and up, pointing just above Twilight’s forehead. It’s so big. Weighty. It’s appallingly meaty. And just behind it hang Fluttershy’s heavy, swollen balls. They’re clearly suffering from the potency of the potion: cum has started bubbling out of her cock slit and is trickling down her shaft again. The potion is working her towards another orgasm, and Twilight suspects that if she just sat there and waited without touching Fluttershy, and if Fluttershy stood patiently, she’d eventually orgasm anyways. Fluttershy’s earlier ejaculation would arc right over her horn and splash behind her if she came now.

Dash pulls a chair in from the kitchen, spins it backwards, and sits beside them, well outside the splash zone, with her legs spread in what Rarity would judge an extremely unladylike pose. “What were you saying about shopping?” she asks with a bemused smile.

“Uh . . . Was I?” Twilight mumbles, staring cross-eyed at the cock in front of her.

A hand touches Twilight’s cheek, gently tracing her chin line. “Is this your first time?” Fluttershy asks.

Twilight takes a deep breath. It might as well be. “Um—second. Well, third time, I guess. I did it twice when I was with Cadance and Shining.”

“Go, Twilight!” Dash says, nodding. “That’s hot.”

“Well,” Flutteshy says. “It’s my first time, too. I’m really excited. But I promise to be gentle.” Liar. “Take your time.”

Twilight exhales and focuses on Fluttershy’s cock. She has a fleeting window of control over the situation, and she knows if she waffles one of them will get impatient and hurry things along. She squeezes a fist, then reaches out and touches it. It’s hot and sticky, of course, and threateningly hard, but Twilight hadn’t expected it to be so—well, soft. She reaches and pinches it carefully, slides her fingers and thumb up and down. It doesn’t flex or bend, but it’s soft like the rest of Fluttershy, and slick.

Fluttershy sighs, her hips shifting back and forth slightly.

Beneath the situation, her swollen and heavy balls are barely contained by her panties. The poor thing is streaked with cum, and it looks like it’s lost most of its elastic. Ruined. Twilight slips her hand inside Fluttershy’s panties and cups her balls. Her crotch is impossibly hot.

“Oh, Twilight, that’s nice.” Fluttershy slides a hand through Twilight’s mane.

Twilight nods and caresses Fluttershy’s sack, remembering Cadance’s instructions. Careful pressure, slow and steady. Shining loved when she worshipped his testicles. Twilight leans forward and presses her face to the base of Fluttershy’s cock, touching her slimy sack and panties to her face.

“Keep going, Twilight,” Fluttershy whispers, rolling her hips and smooshing her sack against Twilight’s nostrils.

Twilight snorts in surprise, then shudders as the musk fills her senses. She leans her face and takes another deep breath, feeling her brain short. “That’s . . . that’s good.”

“Do you like the stench?” Fluttershy asks. “I can smell it from all the way up here.”

“Me too. It totally reeks of stallion in here, Twilight. Normal night for this treehouse, or what?”

Twilight doesn’t care for whatever Dash is implying. She closes her eyes and nuzzles the soft, wonderfully smelling pillows in front of her. They taste like cum, when she licks and kisses them. She lathers them in saliva and even sucks one into her mouth for a few moments.

Heh. It’s not too difficult.

Fluttershy grabs Twilight’s head with both hands and shoves her hips forward with a grunt, pressing the underside of her shaft and her enormous balls into Twilight’s face. Twilight feels a surge of cum travel up Fluttershy’s length, followed moments later by a wet warmth soaking through her mane and spilling down her forehead.

“Fuck me dead,” Dash mutters from the side. A quick glance—Dash has her hand in her shorts, casually rubbing herself. “We have got to do this again. This is so hot,” she groans.

“It’s so messy,” Fluttershy says. Her balls have started churning again, even if the process is slower this time. Drips of cum start sliding down Fluttershy’s shaft.

Twilight twists her head so she can lick the underside of Fluttershy’s huge magical cock. “It’s a flaw with the potion,” she confesses between licks. “Too sweet. Can’t really stop the blood flow—or the production of semen—” She gasps as a rope of cum splurts on her face, hot and sticky and surprisingly heavy. “—once it starts . . . ”

“Twilight . . . ” Fluttershy chides, angling her hips and pressing the head of her cock up against Twilight’s lips. “Come on, Twilight. Clean me up. I thought you wanted me to fuck you.”

Twilight asked for nothing of the sort. She doubts Fluttershy needs a clean cock to fuck her. She knows that nothing will stop the mess; Twilight can only clean it up for a moment. Fluttershy doesn’t really want her cock clean, of course, and Twilight can only imagine how messy Fluttershy will make them both once she finally grows impatient enough to shove Twilight against something and fuck her to a screaming orgasm.

Twilight turns her head to the side and looks up, trying to judge how much danger she’s in. Fluttershy looks down on her, past her stomach and heavy breasts, with a patient, almost apologetic smile. There’s no sneer, no hint that Fluttershy is disgusted at Twilight’s willingness to tend to her cock. If anything, Fluttershy is relieved.

Twilight’s role in this relationship is filthy, and depraved, and demeaning. They got her onto her knees without even trying. She’s already sucked Fluttershy’s balls. And yet if Fluttershy ever thought Twilight wasn’t one-hundred percent on-board with her play, she and Dash would pull back immediately, and possibly never try again. Twilight needs them to see what she’s willing to do.

And right now, Fluttershy wants to see Twilight covered in cum. So instead of simply licking Fluttershy clean, she wipes her clean, using her cheeks and her forehead and even her mane as a cloth. She keeps eye contact as much as she can, because she knows they both want to see her accept her role. Semen drips down her forehead, onto her nose and cheeks, and down her face. There’s just so much. It’s like somepony is pouring a thick warm milkshake from a jug all over the big yellow cock dominating Twilight’s view, and Twilight can only lap up so much with her tongue.

Dash reaches over and pokes Twilight in the back. “Hey!” she hisses. “Your tits!”

Twilight glances down at her chest, then arches her back, flips her mane out of the way, and grabs her tits from below to present them for Fluttershy’s appreciation.

Fluttershy’s cock twitches in approval, spilling a line of cum across her breasts.

Fluttershy puts a hand to her face. “Oh, my, Twilight.” She gulps. “I never understood why stallions are always so fascinated by my breasts, but—You really are so beautiful, slut. Especially when you’re covered in so much of my cum. It’s like we’re connected.” She grimaces, as another burp of semen splashes over her flared tip and drains down Twilight’s chest. “Oh, please hurry, Twilight. Please open your mouth. I don’t think I can hold back for much longer. Not when you look at me like that.”

Twilight licks the sludge from Fluttershy’s cock and whines. “It’s too much,” she pants, gulping down fresh air. Each breath is thick with Fluttershy’s sweaty ball musk. “It’s not going to stop for—for a while. I don’t think I could swallow it all without getting sick.”

“Don’t worry, Twilight. This isn’t about worrying. It’s about trust. Do you trust me? I already said we won’t let anything bad happen to you.”

Twilight gulps. She does trust Fluttershy. Dash too, and the rest of them, more than they could possibly know. They’ve saved each other’s flanks more times than Twilight can count. And despite their flaws, each of her friends would move mountains to keep her safe. If Fluttershy says nothing bad will happen, then Twilight believes her.

“Okay. Just . . . Just gimme a moment to . . . to—”

“No, Twilight,” Fluttershy insists. She puts her hands on Twilight’s head and holds her in place. “We’ll stop if you want. But until you say so, if we tell you to do something, then you do it. Okay?”

Twilight takes a deep breath and faces down the bitch breaker aimed at her lips, feeling everything that has led up to this moment bubble to the surface. She can do this. And if she quits now they might never do this again. They’re trusting her to come through for them. Dash won’t be satisfied with spectating from her chair for very long, and Fluttershy isn’t going to let Twilight suckle her cock gently. They’ve set a high bar, and really—Twilight excels under pressure.

Twilight nods. “Okay.”

“Good. Put my penis in your mouth and start swallowing. And don’t stop until I pull out.”

With Fluttershy still holding her head, Twilight rises to her knees, presses the tip of Fluttershy’s cock to her lips, and opens her mouth. Fluttershy pushes in without hesitation, filling her mouth and stretching her jaw wide open. That unstoppable production of semen coats the back of her tongue and starts pooling like so much saliva. Twilight has to swallow a mouthful, the first of what she knows will be many. If Fluttershy isn’t careful, Twilight really could get sick on semen.

Well, if Fluttershy isn’t careful, she could suffocate Twilight long before she fills Twilight’s stomach. She’s being gentle for now, but the cock resting on her tongue will be more than large enough to plug her like a cork and choke her just as thoroughly. Twilight is barely managing to breathe through her nose as it is. With her throat stoppered she’ll be unable to tell Fluttershy if she needs to stop or slow down, and she knows Fluttershy won’t be satisfied with a friendly, gentle blowjob. It’s a low tension that coils in her gut. But it’s okay. They talk dirty, and call her names, and sometimes they do choke her, on purpose, just a little, but Fluttershy cares for Twilight’s wellbeing more than she cares about her own.

“Ahh . . . ” Fluttershy sighs, gripping Twilight’s mane and keeping her from pulling back too far. “That’s nice. It’s like a warm, slippery massage for my cock. Your mouth is so comfortable. Keep going, Princess. It’s your fault I’m like this, you know. I don’t normally need this much attention.” That’s a blatant lie. “But your potion is just so strong. It will stop, eventually, right? Or will I have to keep coming inside you? Dash won’t be any help. She hates semen.”

“Hey, I don’t hate cum. I just don’t like getting it on me. It’s hard to clean off, and it stinks, and it tastes bad, and usually it’s from some gross stallion who thinks it’s hot when he blasts on my face and wants me to feel like some whore.”

Twilight swallows another gulp and glances up at Dash, looking as insulted as she can given the cock stretching her face and the drool seeping out of her lips and, well, how much she feels like some whore.

“Yo, Twilight. What’s up?”

Twilight rolls her eyes.

Fluttershy tugs Twilight’s mane. Twilight looks up, making eye contact and imagining how she looks with her lips stretched wide around Fluttershy’s cock.

“Can you start . . . moving, Twilight? If you’re okay with it? Because—” Fluttershy grimaces, clenching her core. A splurt of cum splashes over Twilight’s tongue, hot and thick and sweet. “—because it’s surprisingly hard not to fuck your throat right away. I said I’d go easy, and—and I will, but you have to take care of me, Twilight.”

Twilight nods—as much as she can nod with a rod pinning her face in place—and tries bobbing her head. She pulls back, scraping Fluttershy’s flare back across her tongue, then leans forward, taking as much as she can before it threatens the back of her throat.

“A little faster, please, slut,” Fluttershy says. “I know it’s your first time, but you’re a Princess now. I’m sure you can do better.”

Twilight dutifully obeys. She shifts her weight, tries to loosen her neck, and even holds Fluttershy’s thigh for balance. She reaches up and gently cups Fluttershy’s sack, eliciting a low groan and another rope of cum that Twilight has to swallow.

“Oh, right there . . . Keep going, slut. Keep holding my balls. Can you feel how heavy they are already?”

“How is it, Shy?” Dash asks, watching with wide eyes.

“It’s . . . it’s wonderful. And awful! All those stallions—” She shakes her head. “I never understood why they couldn’t just be patient and enjoy a nice blowjob.” She strokes Twilight’s head, right behind her ear.

Dash bounces on her chair, humping her hand. “Well, do it, Shy. Fuck her. She wants it.”

Twilight’s face burns, listening to them talk about her when they know she can’t deny it.

“No, Dash,” Fluttershy says. “She’s doing this for us, you know. She doesn’t do this with anypony else.”

Twilight shudders. Even when she opens her jaw and spreads her lips and fills her mouth as much as she can, the thick ring around the middle of Flutteshy’s cock barely touches her lips, and there’s so much left over that she’s not tending to.

“I don’t know. She seems pretty experienced,” Dash remarks. “Right, slut? Have you been sucking off other stallions without telling us?”

Twilight can’t really answer.

“Phew. Good to know. I wish we could’ve been her first, but, like, if it had to be somepony else, I’m glad it was Shining. You know, even before Twilight was a Princess, I bet loads of ponies would have loved to bang her like this.”

Fluttershy nods. “I agree. She’s just so beautiful. And so polite, and friendly, and decent. I just love knowing that she’s like this in private. It’s . . . well, it’s a little dirty,” Fluttershy whispers, as Twilight gulps down another mouthful of delicious Pegasus spunk. “When I’m out and about, talking to ponies, running errands . . . nopony knows! It’s special. Just our own.”

“Well, and Cadance and Shining Armor.”

“Oh, yes. Next time we see them, we’ll have to compare notes.”

Fuck. She can imagine the disappointment and shame on Cadance’s face when she learns what Twilight has been doing—when she discovers Twilight couldn’t even wait a week before sucking another cock. And the thrill when Cadance starts imagining what else Twilight will let them do to her. Cadance is kind and caring, but she wouldn’t hesitate to show off her little sister like some sort of—of sex toy whose qualities and features are to be discussed and graded after use.

Dash says, “Or we could just bring Twilight along for the four of us to enjoy, next time we go visit. Hey, Twilight! Do you think your brother would mind if we brought some more of your dick potion? We’d share with Cadance, obviously.”

“Oh, my,” Fluttershy gasps. “I’m sure she’d love that. They must be so eager to go further with Twilight, now that they know she’s a whore.”

“Can you imagine Princess Cadance with a cock?”

“Oh!” Fluttershy jerks forward, thrusting into Twilight’s mouth on the downstroke, almost making her gag. “F—Feathers, she’s already so pretty. I’d suck her cock if she let me.”

Dash leans closer and pokes Twilight’s face, draws a line down her chin. “Yeah. Me too, honestly. But I was kinda thinking all three of us could try it out. At once?”

“On Twilight?” Fluttershy squeaks.

Dash nods. She’s talking to Fluttershy, but staring at Twilight with that expression she gets when she’s planning something. Twilight swallows a mouthful of cum and whimpers.

“Can you imagine, Fluttershy? Shining holds her little sister’s hand—”

“Uh huh!”

“—while the three of us gangbang her—”

“Oh! Dash! That’s so dirty—”

“—over and over—”

“Wait, I’m gonna—”

“—until she’s as white as he is—”

Fluttershy squeals, slaps her hips against Twilight’s face, and shoves her cock right into Twilight’s throat, her restraint abandoned. As Twilight gags and chokes, a bulge of spunk travels down the length of Fluttershy’s throat cork, spreading her lips then pressing against her tongue before exploding somewhere deep inside her, where she can’t feel it. She barely even gets to taste it.

Fluttershy sighs, quivering atop Twilight’s head. “Rainbow, be careful! I’m so close—”

“Do you think Cadance would like to taste your cock, Fluttershy?”

“Ah!” Another rush of cum. “S-stop it.”

“Or maybe Shining? Oh, fuck. Prince Armor sucking your cock? I bet we could drown the Sparkle royalty in spunk.”

“Rainbow!” Fluttershy whines, mashing her crotch into Twilight’s face.

Twilight slaps at Fluttershy’s thigh, desperate for air.

“Heh, careful, Fluttershy. I think Twilight needs a breath.”

“Oh! Twilight!” She jerks her hips back, wrenching her cock free of Twilight’s mouth with a slurp. “I’m so sorry!”

Twilight gasps and coughs, spilling a mouthful of cummy drool down her chin.

“Are you okay?” Fluttershy asks, pressing her cock against Twilight’s cheek. Her hips seem to be moving on their own. “I’m sorry Dash is so mean.”

Twilight wipes her face. “Uh . . . I think so,” she pants. “But—Mmph!”

Fluttershy smoothly fills Twilight’s mouth when her lips are open and keeps thrusting like Twilight hadn’t interrupted her with her silly need to breathe. “Good. I don’t want to hurt you,” she says with a smile, shoving her cock into Twilight’s throat with each forceful thrust and squirting on Twilight’s tongue each time she pulls back. She’s really putting her hips into it. “Will you let me know if you need me to stop? And keep holding my balls, please. I know they’re messy. But it won’t be long. I don’t . . . I don’t think it’ll be long now.”

“Are you gonna come again?” Dash asks. “Already?”

“I think so. This potion really is wonderful. I could keep doing this forever.”

For a few thrusts nopony says anything, excepting Fluttershy with her grunts and moans. Then Dash climbs off of her chair and steps somewhere out of Twilight’s admittedly narrow view. “Hey—you don’t really mean that, do you?”

“Oh, Rainbow. Of course not. I’m sure this potion—Ugh!” she grunts, flooding Twilight’s mouth with a rush of cum. “I’m sure this potion will wear off soon. It’s fun, and feels wonderful, but I wouldn’t want to have this silly thing for the rest of my life. Of course not!”

“I know. It’s just—Well, don’t get me wrong, this is super hot and I know you’re really digging it but—”

Fluttershy kisses her, quietly. “I know, dear,” Fluttershy whispers. Another kiss, and a groan. “Come here.”

A foot steps beside Twilight, then she feels a weight behind her. Dash steps over her, a foot on either side of Twilight’s knees. Fluttershy lets go of Twilight’s head to hold Dash, pulling her close and pinning Twilight between the two of them. Fluttershy’s cock shoves all the way into her mouth and down her throat, filling her throat perfectly.

Fluttershy breaks their kiss with a gasp. “Rainbow—I don’t think I can hold back much longer.” Her hips roll in place, smearing her crotch over Twilight’s face.

“Yeah. I know. Let’s do it, ’Shy.”

Fluttershy pushes Dash back for a second, and pulls her hips back. Her cock wrenches itself from her lips, in the middle of shooting a rope of cum all over Twilight’s tongue.

The moment it’s free Twilight twists away and coughs, gasps for breath. “P—please, Fluttershy. I can’t . . . It’s too much.”

Fluttershy doesn’t seem to hear her. “One last go, Twilight? I’m sure after this I’ll be finished.”

Liar.

Panting for breath, Twilight looks up at Fluttershy, taking care not to poke Dash in the gut with her horn. Fluttershy looks down at her, a stupid, silly grin on her face, sweat running down her forehead, her whole body flushed—Twilight’s pretty sure her own face is a mess of sweat, too, not to mention saliva and cum. Fluttershy really looks like she’s enjoying herself. And above, just on the edge of her vision, Dash is nodding frantically. Pleading.

“Sh—sure. Just—” she wheezes, reaching out to stroke Fluttershy’s cock. It really shouldn’t be left unattended. “Can you go a little slower? Please?”

Fluttershy closes her eyes and shakes her head. Looks up at Dash and smiles again. “I don’t think I can, Twilight. It’s so much. I’m aching. Even now, I feel like I could burst. Your mouth isn’t enough.” Her hips jerk forward, pressing her cock up to Twilight’s lips and splattering cum over Twilight’s chin.

Twilight turns her face and nuzzles Fluttershy’s cock. “Fluttershy—”

“C’mon, Twilight,” Dash says, running her hand through Twilight’s mane. “Just a little more. You’re cool, right?”

Twilight takes a deep breath then dutifully opens her lips, just a little, trying to slow Fluttershy’s relentless assault—no good. Dash grabs Fluttershy’s hips and pulls as Fluttershy thrusts, the two working together to cram the entirety of Fluttershy’s massive cock into Twilight’s mouth and most of it down into her throat. Twilight’s face presses up against Fluttershy’s groin until Fluttershy starts thrusting.

Fluttershy groans, her hips humping back and forth with rapid, shallow thrusts that never pull her cock back far. Her cum-covered sack smacks into Twilight’s chin with disgusting sloppy squelches. And Dash starts humping her crotch against Twilight’s head.

Fluttershy’s whimpers fill the room, mixing with the rough, rapid slapping of her crotch against Twilight’s face.

Fluttershy’s groans abruptly cut off as the two kiss again. Twilight peeks at the two. She can’t see much from between their stomachs but she can definitely see the look of bliss on Fluttershy’s face, the way her tension just fades away when Dash kisses her. Dash breaks the kiss to pant for breath and nip at Fluttershy’s chin and kiss her cheek—then notices Twilight.

Twilight freezes. Is she not supposed to watch these two when they kiss?

But Dash just winks and says, “Yo, Twilight. Watch this.” Then she lowers her head and buries her face in Fluttershy’s breasts.

“Ah, Rainbow!” Fluttershy squeals, gripping Twilight’s mane. “Careful—”

Dash bites her nipple, eliciting another squeal.

“Rainbow! I’m so sensitive. You can’t just do that!”

“Are you gonna come?”

Fluttershy nods, gripping Dash’s ass and pulling her close. “I’m so close, Rainbow—it feels like I’m inside you!”

“Fuck, Fluttershy, I’m feeling it. Keep going.”

“I’m going to come!”

“Do it, Shy. Fuck me.”

“Rainbow—”

“Fuck me, Shy.”

“Rainbow!” Fluttershy wails, finally coming.

Twilight feels a surge of warmth spill into her gut, then another and another. Her shaft swells and swells in Twilight’s mouth, forcing her jaw open wide and pressing down against her tongue, while her tip flares and plugs Twilight’s throat, locked in place. Fluttershy humps her crotch back and forth, jerking Twilight’s head along with it. Each thrust brings another surge of thick, throat-plugging cum and a desperate wail of shocked pleasure. Twilight can feel her stomach swell from the orgasmic surge. The same mess that’s covering Twilight’s table floods into her stomach—maybe even more.

Twilight is going to drown in spunk.

Fluttershy kisses Dash, then pushes her backwards, almost knocking her off balance. While Dash yelps and totters out of the way, Fluttershy grabs Twilight’s horn, holds her still, and wrenches her cock out of Twilight’s throat in a sudden, savage motion. Cum and drool splash through the air in a sparkling arc as her cock bounces upwards, free of Twilight’s lips.

“Twilight!” she squeals.

Twilight coughs and gags, spilling a mouthful of cum and saliva down her chin, and gasps for breath. With her eyes clenched shut she can’t see what’s going on, but she feels hot ropes of cum draw over her face, trailing from her chin over her cheek to her forehead, while she spits and drools a large mouthful all over Fluttershy’s thighs and balls. Cum drains down her chin and drools onto her chest, spreading a sticky warmth over her tits.

“Oh—Oh—Twilight!” Fluttershy yelps, humping the air.

Twilight flails, loses her balance, and falls backwards.

Strong hands catch her shoulders and support her back, pulling her back to safety and into a more comfortable position. An upside-down head fills her view.

“Twilight?” Dash asks, her face pinched with worry. Twilight’s lying back, with her head on Dash’s lap. “Are you okay?”

Twilight wheezes for breath, unable to do much else. She reaches up and wipes the cum and tears from her eyes. “Oh, Princess . . . I think so,” she pants.

Worry creases Dash’s brow. She reaches down and brushes hair from Twilight’s face, and cups her chin. “You’re, uh . . . you really took that like a champ. Way to go!”

Despite everything, Twilight can’t help but smile. “Thanks.”

“How do you feel?” Dash asks, leaning her head close.

Twilight blinks. Dash is blushing, her face glowing with arousal. Twilight can feel the heat from her crotch, just beneath her head. Her breasts roll with her breathing, slightly flushed in the light.

Watching Twilight has turned Dash on.

Twilight tilts her head, and purses her lips. Can she kiss Dash? Friends kiss each other, right? It’s no big deal. She gulps, and lifts her face.

Dash blinks and leans back. “Whoa, Twi’. You’re covered in cum. Do you want me to get a towel or something?”

Twilight sighs. “No, that’s fine,” She just finished swallowing what feels like several liters of cum—far more than the potion should have produced—but Dash can’t handle a few streaks on her face? Typical. “Maybe Fluttershy will help instead.” She turns to the side and lifts herself up—

—and feels something turn over in her gut. Twilight burps, a gross, sticky burp that tastes like sugary cum. She looks up at Dash. “I don’t feel too good,” she admits.

She did swallow a lot of cum.

“Do you need some water?”

Twilight shakes her head. Her stomach roils. She lunges forward onto all fours and slaps her hand over her mouth, feels panic mixing with nausea.

Dash leans close. “You don’t look too hot.”

Oh, no. No. She’s gonna be sick! She looks at Dash, pleading.

“Twilight? Are you gonna—”

BURRRRRRRRP

Twilight belches out what feels like all the air in the room, loudly, right in—Oh, sweet Celestia—right in Dash’s face.

It’s silent for a moment.

Then Dash bursts out laughing. “Bwa-ha-ha! Sweet fucking Princess, that was perfect. So gross. You rock, Twilight!”

Twilight buries her face in her hands and whines in embarrassment. “I’m so sorry, Dash!”

Dash just shakes her head and keeps laughing. “No—ha ha, no worries. I got it. No more swallowing today. Got it.” Dash waves her hand in front of her nose. “Yeesh, your breath smells like cum.”

Twilight sits back and breathes deep. Fresh air clears her head, a little. She can still taste Fluttershy’s cock on her lips, but at least her gut feels better.

“Damn, Twilight. Only your third time. I didn’t know you were such a professional cocksucker.” She sighs wistfully.

Twilight forces a grin. “Me neither.”

A weak, breathy voice calls out, “Twilight?”

The normally calm, peaceful, quiet Pegasus mare is drenched in sweat, red-faced and trembling. She’s barely standing, gripping the back of her chair with one fist and her throbbing, amazing cock with the other. Long streaks of cum stretch across the floor in front of her, the tail end of Fluttershy’s orgasm.

“Twilight . . . how long is this potion going to last?” she pants, taking a single wobbly step forward. “It’s . . . it’s very strong.”

“It’s not subsiding at all?” Twilight pleads, even though she knows the answer.

“No!” Fluttershy shakes her head with a whimper. She shuts her eyes and grits her teeth. “I think it’s getting worse. What’s going on, Twilight?”

What’s going on is Fluttershy has started stroking herself again, seemingly without even noticing. Her dainty, feminine hand starts working up a lather of rich, pungent cum, spreading it from her balls to the flared tip. Even now, the smell of all that potent, virile flesh fills Twilight’s lungs with every breath, calling to her. Twilight bites her lip. Maybe if she just put her lips around it, she could help Fluttershy relax a little?

Twilight gulps, then stands in front of Fluttershy and hangs her head. “I screwed up,” she admits, after a moment or two. “I still think the potion is safe. I know the potion is safe. It’ll wear itself out, eventually. But—” She shuts her eyes and forces out the confession: “—but I don’t know how long it’ll last.”

“Twilight!” Fluttershy exclaims. “You said it would go away!”

“It will!”

“But you don’t know when.”

Twilight bites her lip. She can guarantee the potion will wear out. But . . . in a few minutes? An hour? Tomorrow?

“No. It can’t be too long,” she insists, with what she hopes are calming hand motions. “Your metabolism is always breaking down nutrient energy. You didn’t drink that much.”

“And until it does, I’m going to keep—keep orgasming?” Fluttershy squeaks. She glances down at her cock. “I’m scared.”

“It’s okay! It’s gonna be okay. Dash and I will stay with you until you’re better. Right, Dash?” Twilight asks, pleading at Dash. “Dash?”

“Uh, yeah. Hey, Twilight—” Dash starts.

“What?”

Dash glances from Fluttershy to the empty flask and back.

“I really, really want what she’s having.”

Author's Note

I did pants-off research for this chapter as well, but unlike with Beards and Braids I feel no shame indulging in this particular fetish.
that's a lie I do have shame

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