“What?!” Twilight yelps.

Dash nods. “Please. I’ve never wanted anything so badly in my life.”

Fucking of course. “Dash—I—Fluttershy—” After stammering for a few seconds Twilight thrusts her arm out and waves at Fluttershy, who is barely standing. “Look at her!”

Dash bounces on her feet, a cheshire grin on her face. “Yeah. I have been. It’s super hot. And she’s come, like, a dozen times. Twilight—” She grabs Twilight’s shoulders. “You’ve gotta hook me up!”

“Really?” Twilight asks, as Dash shakes her. “After seeing how badly she’s suffering—”

“Puh-lease. She’s not suffering. She’s coming her brains out!” Dash spins Twilight around and points. “Look!”

Twilight looks. Fluttershy stares back, eyes unfocused, heedless of their conversation. She’s gripping the chair for balance, her legs shaking. Her mane is starting to frizz and tangle. She’s drooling—saliva down her chin, and cum down her shaft—and smiling, albeit with a smile that looks like it’s missing a slobbering tongue and a row or two of fangs.

“See?” Dash says, stroking her hand up and down Twilight’s side. “She’s only like this when she’s really, really happy.”

Twilight shakes her head in disbelief. She just finished explaining how she might have poisoned Fluttershy, and Dash wants more of the same? “Well—I’m sorry. I don’t have any left. You’ll just have to wait.”

“Yeah . . . About that. How long for you to make more?”

Twilight frowns. Ideally, the answer would be never. “About twenty minutes, I guess. But—”

Dash gasps, putting her face right in Twilight’s.

“You can make more right now?”

Wrong answer. “Well, no,” Twilight admits, leaning back. “I mean, it’s not complicated magic. Much of the time is spent waiting for the potion to cure. But it’s far too bitter, and I’m out of sugar, so—”

“Sugar,” Dash says, her nose touching Twilight’s. She’s acting calm but her voice is loud. “You’re out of sugar.”

Twilight looks away and shrugs. “I’m sorry? I didn’t expect to need so much, and I don’t have any left.”

“Sugar.”

“I don’t normally need that much day-to-day and—”

BANG

Dash’s wingstorm nearly knocks Twilight flat on her ass. The door and the windows clatter on their frames from the sudden change in air pressure before Twilight envelops them in purple magic and closes them.

“I’m sorry about Rainbow,” Fluttershy says with a grimace. “She gets very excited.”

They glance at Dash’s clothing, in a pile on the floor.

“Oh, really?” Twilight asks. “I hadn’t known.”

After a few seconds the door slams open again, nearly bouncing off its hinges. Dash screeches to a halt in a spray of loosened feathers, cradling a torn sack of sugar and a pair of energy drinks in her arms. She shoves the sugar at Twilight, spilling most of it, and wheezes, “Take it! Make it! GO GO GO!”

“Where did you get this?” Twilight asks, grabbing the sack.

Dash cracks one of her cans, chugs it dry, and slams it down on the counter. “From . . . Fluttershy’s . . . Whew.” She plants her hands on her knees and takes deep, gulping breaths. Her chest is covered in a thin layer of sugar. “S’okay. I don’t think . . . anypony saw me. Head rush. Oh, head rush.”

“Okay . . . well,” Twilight says, watching her plans for at least a productive afternoon swirl away in a mess of cum and sugar and brightly labelled cans of energy drink. But maybe she can get Dash to rein in Fluttershy in exchange. “I don’t know, Dash. Maybe, if—”

“No, Twilight,” Fluttershy says, grabbing the sack of sugar from Twilight and setting it down.

“What?” Dash exclaims. “No? Fluttershy, that’s not cool! What about sharing? I thought you wanted to do this together.”

“I’m sorry, Dash. I really am. But I won’t let her. It’s too dangerous.”

Dangerous? Against her better judgement, Twilight shakes her head. “It’s okay, Fluttershy. I know how I screwed up. I can make it correctly now.”

“Not . . . ” Fluttershy gulps. “Not if I’m fucking you.”

It takes a moment for her words to sink in. Potion making is a delicate, precise science. Twilight glances down between Fluttershy’s legs. Her cock hasn’t lessened or relented in any way. It still looks ready to burst at the slightest touch. Angry. Eager.

“Can’t you just—”

“No,” Fluttershy says, cutting her off. She steps forward, getting into Twilight’s face. “I can’t just. Do you know how strong this potion is? Even if I wanted to wait, I don’t think I could. And I don’t want to wait.” Her harsh glare softens. “Oh, Twilight. I’m sorry. Your mouth was so hot and wet and wonderful. Every part of you is wonderful. And now this—this penis is cold and vulnerable and—and it aches, Twilight. It needs to be inside somepony. It needs a home. Can I fuck you, Twilight?” she asks with a non-smile.

Twilight gulps and backs up, trying to tear her gaze from Fluttershy’s amazing cock and keep some distance between them while Fluttershy stalks her like a predator. “Fluttershy . . . I’m not sure—”

She butts up against the wall and squeaks.

Fluttershy puts a hand on Twilight’s shoulder and looms over her. From this angle her face is in shadow. “You need to take responsibility.” Her body presses against Twilight’s again, but this time there’s none of the teasing seduction from earlier, no playful nipping or gentle caresses—just Fluttershy’s hand on her breast and Fluttershy’s cock on her gut. Twilight’s window of opportunity is shutting.

Over Fluttershy’s shoulder, Dash watches with a huge grin.

“Fluttershy, this isn’t you,” Twilight says with a gulp, feeling like she ought to be saying so to herself. Twilight, this isn’t you. “This is the potion talking.” It’s the musk talking. “You need to sit and calm down.” You need to bend over and let her fuck you.

“Sure, Twilight. That sounds nice,” Fluttershy agrees, nodding.

But instead of sitting and calming down, Fluttershy shoves a knee between Twilight’s knees, presses her cock against Twilight’s thigh, and grinds herself on Twilight’s leg like a dog. A spurt of cum splashes over Twilight’s skirt, soaking through and sticking to her skin.

“F—Fluttershy?” Twilight whispers, trembling.

“Heh . . . It’s okay, Twilight,” Fluttershy says, licking a slow, debilitating lick up Twilight’s horn. Drool drips down into her mane. “Don’t worry. It’s fine. Turn around, please.”

She grabs Twilight’s body and spins her around, ready to fuck Twilight through the wall of her treehouse.

“Dash?” Twilight asks, trying not to panic. Her treehouse is very structurally sound. She’s not so sure about her body. Her traitorous tail flicks itself in Fluttershy’s face, and something compels her to arch her back and present her backside. If she can smell her own scent wafting around, then Fluttershy sure can, too. Twilight’s sending all the wrong signals, and if she doesn’t figure out the right signals Fluttershy’s going to cram that wonderful, disgusting slab of meat inside her and rape her over and over until she passes out from pleasure. “I think I need your help here.”

“Hey! That’s it!” Dash exclaims. “I can help you! I can make the potion! I’m sure the math and the chemistry behind potion making is complicated, or whatever, but now that you’ve made it, you’ve got a recipe, right? So it’s just like cooking. Just tell me what to do instead.” She nods. “Yeah. Yeah! I’ll be, like, your lab assistant-slash-sous chef!”

“It is not just like cooking,” Twilight whines, as Fluttershy flips up her skirt and grinds her cock against Twilight’s rump.

Dash grabs Twilight’s hand and pulls her free, leading her back to the table while ignoring her desperate pleading. “Come on, Twilight. Don’t you want this?”

Twilight exhales, staring at the empty flask. Of course she doesn’t. The potion was a dumb idea, and they’re lucky the worst of Fluttershy’s symptoms is an overactive libido. Who knows how Dash will be affected. How horny and rough and . . . dominating Dash will be. How hard and hot and amazing her bright blue cock will be.

Fluttershy pads up behind her. She grabs Twilight’s hips, bends her over the table, and presses herself against Twilight’s butt. The base of Fluttershy’s cock thumps atop the small of her back, hot and threatening. She starts drooling on Twilight, saliva on the back of her neck and cum on the small of her back. Twilight can’t help but moan. Fluttershy’s about to fuck Twilight, and she’s not sure that she can handle it—that Fluttershy won’t break her apart and turn her into a quivering, desperate mess. And now Dash is going to get her own potion. Twilight can’t handle even one of them fucking her. The thought of both of them fucking her scares her. Fluttershy has already proven Twilight won’t be able to stop them or slow them down. So why does she want to say yes so badly?

“Dash . . . ” She shakes her head. “I—I’m putting my foot down. No more potions.”

Dash’s eyes narrow. Her smile fades. She leans in close, covering her face with ominous shadow, and stares at Twilight. “Is that so? Because I thought you wanted to have fun with us today.”

Twilight tries not to shrink. Really, it’s in Dash’s best interest that she says no. She’d be letting down Dash if she caved.

“Yes. I know I’m spoiling your fun, but we need to focus on Fluttershy.”

“Oh, Twilight,” Fluttershy croons. “You’re such a good friend. So helpful.”

Dash’s eyes flick towards Fluttershy. Fluttershy’s got one hand on Twilight’s back, pressing her forward, while the other pulls one of her wrists back. Her thighs and cummy panties squish against Twilight’s butt cheeks as she slides her cock through Twilight’s tail.

Fluttershy seems perfectly content with humping away, spilling squirts of spunk over Twilight’s back, but it won’t last.

After a long moment, Dash sighs with a shrug. “Alright, Twilight. You win. No more potions.” She sets the flask and the sugar on Twilight’s counter.

“Thanks, Dash,” Twilight says with a sigh. “So, um, can you—”

She glances over her shoulder at the monster grinding against her ass.

“Oh, yeah. Sure.”

Dash walks behind Twilight and whispers something to Fluttershy. Fluttershy whines. Then Dash starts gathering her clothes.

“So, I’ve gotta go help Applejack—”

“What?!”

“Well, we promised her we’d go over today, right? And since I’m not really doing anything . . . You’re good, right, Twilight?” Dash waves her hand at the whole mess and asks, “You got this?”

“Sweet Celestia, Dash, I really need your help. Please! Fluttershy’s not in a good way—”

“I honestly don’t think I can help any. You said she’s just gotta fuck the potion from her system, right? Let her metabolism burn through it? You’re the perfect pony to help. And since I’m not getting any spunk on me without a very good reason, there’s really not much I can do. I’d love to sit around and watch, but I did promise Applejack, so . . . ” She finishes dressing and nods with a smile. “Yeah, you got this.”

“Dash!” Twilight hollers. “Quit kidding around!”

“Naw, it’s cool. I’ll come back when we’re done. See you!”

“Don’t leave me!”

Dash opens the door and strolls out.

“What the actual fuck,” Twilight mutters. She looks over her shoulder. “Fluttershy? How are you feeling?”

“Oh, I’m just wonderful, Twilight,” Fluttershy lies with a straight face. “How are you?”

“What did Rainbow Dash say before she left?”

Fluttershy whimpers. “Rainbow . . . Rainbow told me that I couldn’t . . . I couldn’t fuck you. But I really want to. I’m so turned on, Twilight. I’m so hot. I—” Fluttershy squeezes her balls against Twilight’s cunt, squeals, and shoots a sticky mess of cum all inside Twilight’s tail. “I can’t stop coming. I just can’t. And it’s not enough. It’s like—Have you ever been unable to put down a book before bed? Or have you ever fed Angel, but he kept asking for more, and you couldn’t say no, even though he was getting fat? Or—” She gulps, and smacks her lips. “Or have you ever had a selfish whore’s naked cunt kissing your cock, and you were burning up, and you knew all you needed to get relief was to bury yourself inside her tight little cocksleeve and just . . . leave it there, for a while, but you couldn’t because your marefriend told you no so that the selfish whore would get so desperate she’d agree to make more potion?” Fluttershy says in a rush. “It’s kind of like that. Isn’t that so mean?”

Twilight buries her face in her palm and muffles a yell. “Okay, Fluttershy. Well—you can keep humping my butt like that for as long as you need—”

Fluttershy makes a noise that could either be a growl or a scoff.

“ . . . right.”

Fluttershy pulls back. A hand presses down on her back, slapping her to the table and holding her in place with a strength that the docile Pegasus mare really ought not to have. The other grabs her cock and pokes at Twilight’s pussy.

“P—Please, Twilight?” she stammers.

Her cock spreads Twilight’s pussy lips apart. She grunts and shoves. For a terrifying instant Twilight thinks it’s about to press inside, but then it flexes and slips up Twilight’s groin, squeezing between her thighs and drooling cum on Twilight’s table.

Twilight looks down between her breasts. There it is. It looks like Twilight has her own cock poking up from the inside of her sticky, stained skirt, and sweet fucking Celestia she can almost kiss it.

“You’re so friendly, Twilight. Right?” Fluttershy babbles, starting to fuck Twilight’s thighs. “Will you help me out?”

“Do you promise to be gentle?” Twilight asks, stalling for time.

“No.”

Twilight whimpers. The truth is she’s burning up, too. Even if Fluttershy’s cock weren’t rubbing up and down her clit, smearing cum everywhere, she’s been fighting her own arousal. Fluttershy’s cock musk is thick and heavy in the air, and Twilight can still taste the remnants of orgasm after orgasm on her tongue, between her teeth, on her lips. If she closes her eyes, she can still see Fluttershy’s swollen testicles crammed tight in her pretty little panties—and the predatory hunger on her face, more monster than pony.

All Twilight needs to do is let go, and Fluttershy will fuck her like a screaming whore and fill her with cum, over and over, until her throat is hoarse and her stomach is bloated and both of them come and come and come and then pass out from exhaustion—

She opens her mouth.

“You know—”

Twilight shrieks and twists around, almost knocking Fluttershy to the side. Dash stands beside her with a grin that she probably thinks is extremely sly. Here it comes. “If you helped me make another serving of that ridiculous cock potion, then you and I can manage her, or something.”

“But you’ll just—” Turn into a horny, dominant, rapey beast. “—turn into Fluttershy.”

“Exactly!” Dash tilts her head. “Don’t you see? Fluttershy needs somepony who can keep up with her while the potion runs its course. I’ve been thinking a lot about this. You can’t do this alone. You need me. I’ll make another potion. You can just tell me what you need me to do, and I’ll do it. I’m great at taking directions. I cook all the time. C’mon, Twilight.” She touches Twilight’s cheek, and Twilight, damn her, can’t help but nuzzle back. “Help me help you help Fluttershy.”

Fine.

“Fine.”

Dash pumps both fists in the air. “Yes!” She tears off her clothing and throws it out of the way, barely avoiding the streaks and small puddles of Fluttershy’s sticky, pearly, potent spunk all over the floor.

Twilight sighs. “But you owe me!” she says, glaring.

Dash cocks an eyebrow. “Uh, you owe me, Princess I-messed-up-my-potion.”

Twilight rolls her eyes. “Go downstairs and grab some safety glasses.”

“Rain . . . Rainbow?” Fluttershy whimpers, as Dash is about to disappear downstairs. She presses the tip of her cock between Twilight’s pussy lips. “Please, dear?”

“Oh! Oh, yeah. Go ahead, ‘Shy. Of course!”

Twilight gasps. “Wait—”

Fluttershy grabs Twilight’s hips, leans forward, and skewers Twilight with a throaty growl.

Twilight squeals, gripping the table. Dash, the potion, the mess—everything disappears except for the ache of a way-too-large slab of meat splitting Twilight open. A single night of passionate love-making has not prepared her for this intrusion. Fluttershy’s cock tries to split her up the middle, and only her newfound Earth Pony constitution keeps it from doing so. Twilight skids her feet across the floor, trying to escape.

“Ah. Ah! Fluttershy!”

“Twilight!” Fluttershy cries, stuck. She can’t hump more than a few centimeters into Twilight. Twilight’s pussy is tight and inexperienced, and there’s a bottleneck that Fluttershy’s bitch breaking flare can’t quite pass through. Fluttershy growls, pulls back, and tries again, almost launching Twilight onto the table. The cum-streaked tea kettle clatters to the floor, spilling the rest of its cold tea everywhere. Another retreat, another thrust. Fluttershy puts her whole body into it, shoving with her hips, scraping her feet, pulling at Twilight’s ass.

“Fu-hu-huck—” Twilight pants, as Fluttershy shakes her back and forth. “So full . . . ”

Every lurching inch is a struggle. Luckily, her cock is smeared with cum, slippery and warm—

“Wait!” Twilight gasps. She hasn’t taken any sort of birth control! She’s never really needed it—Cadance took care of her last time, thankfully, since she hadn’t even considered the possibility—and she has no idea if her potion is even capable of producing viable sperm, but if there’s even the slightest chance, Twilight should be ejecting Fluttershy with her teekay and—

Fluttershy squeals, as her flare finally squeezes through the bottleneck and rams up against her womb. The rest of her cock swells, stretching Twilight’s pussy wider. Fluttershy’s slimy cock sludge floods inside her, hot and thick and filling, even as Fluttershy keeps humping. Within seconds the pressure builds too much and cum starts squirting back out, drenching their thighs. Twilight moans as cum spills out down her legs and between her feet.

“Sweet fucking Princess.”

Twilight looks up, and her surroundings come back. Dash stares at her, mouth and eyes and wings wide open. Twilight feels the weight of Dash’s stare while her dominant lover pours her virile cum deep inside, staining her forever. Marking her as Fluttershy’s property. Too bad, Dash is probably thinking, that Twilight isn’t wearing her crown and regalia right now. Twilight hunches a little, but doesn’t try to stop Fluttershy.

Fluttershy grabs Twilight’s mane and pulls her head back with a painful jerk. Forcing her to look at Dash, preventing her from hiding. “Twilight,” she pants, right in her ear. “I’m gonna come soon. It . . . it might be a big one. Real good. But you can’t get distracted. You can’t let Dash make this potion, okay?”

Twilight gasps, her neck straining. That wasn’t an orgasm? Twilight’s not sure Fluttershy could handle a real orgasm. She’s so close to her limit already.

And . . . Oh, Celestia, it feels good. Maybe it’s something to do with the potion and her continued exposure to it, some interaction with her own hormones; maybe it’s the secret thrill of her friends focusing on her, while she’s doing something so completely unprincesslike; or maybe some deeper, animalistic part of her delights in being fucked. Fluttershy’s cock is huge and uncomfortable, but it’s not the cock inside her that threatens to push her over the edge—at least, not just the cock. It’s Fluttershy covering her completely, with her heavy tits sliding up between Twilight’s wings and her hips slapping her ass. It’s Fluttershy pulling her mane and snarling in ear while earnestly believing she’s being sweet and polite and considerate. And it’s Fluttershy—docile, pleasant, content Fluttershy—desperately gripping Twilight like she’ll die otherwise. It might be Twilight that comes next, not Fluttershy.

Fluttershy yanks harder, and snarls, “Okay?”

“Ah! Yes! Yes. Do whatever you want. Please.”

“Of course. I love you so much, Twilight,” Fluttershy mutters, kissing the top of her head, right at the base of Twilight’s horn—hrng—before releasing her mane. “So much.”

She leans her weight back, grabs Twilight’s ass, and starts rolling her hips. Her cock scrapes back and forth inside Twilight, pistoning back and forth. Fluttershy seems to settle into a comfortable rhythm where she only pulls back and shoves in a little, a rhythm that she could probably keep forever if she wanted to, which Fluttershy almost certainly does not.

Twilight swoons. She’s gonna come, pretty soon, and it too might be a big one. Shining Armor and Cadance made love to her. Fluttershy is preparing to fuck her. There’s no comparison.

Given the choice, Twilight would pick Fluttershy every single time.

“Twilight?”

“Wuh?”

Dazed, Twilight looks up at Dash.

Dash is a sight when she’s naked. Lithe, toned, and absolutely confident in her body. She has all of Twilight’s various measuring scoops and cups balanced in her arms. Twilight’s bunsen burner is standing in the sink, already lit. The empty glass flask is on the stovetop, slowly heating up. All dangerously wrong. Even so, standing proud in front of Twilight’s little chemistry setup, wearing a pair of safety goggles and a huge grin and not much else, she looks ready to win a school science fair after eating out one or more of the judges. Every one of Twilight’s secret fetishes has conspired to attack at once.

“C’mon! I’m ready. What’s first? Let’s go!”

While Fluttershy sighs and plays with her tail and slowly, carefully plumbs her insides, Twilight has Dash fetch her current scratch book from her bedroom, then shows her the recipe she has to follow. Dash flits around the kitchen, spilling and dropping various vials and jars and generally making a bigger mess as she searches for each ingredient. Thankfully, Twilight only has to keep an eye on her, and help her out whenever she gets stumped or lost.

Slowly, the flask begins to fill with ingredients.

“Kay . . . kay-joo . . . What does this say?” Dash asks, peering at Twilight’s list. “Kaiju bone powder?”

“Male potency . . . up,” Twilight mumbles.

“What the fuck is a kaiju?”

Fluttershy growls and gnaws at the back of Twilight’s neck.

Twilight lifts her hand and points at the spice rack on her kitchen counter.

“Like, real bone powder? You just keep this on-hand?”

“It has—Oh, fuck,” Twilight mutters, when Fluttershy hits that spot inside her, “—it has other uses.”

“Sure it does.”

Dash measures a level scoop of the bone powder and pours it through a funnel into the flask. Immediately—and to Twilight’s immense relief—the potion turns a vibrant purple. The bone powder reacts with a pair of acids and enters its second phase.

Twilight squints and tries to remember what comes next, but at that moment Fluttershy cries out, yanks herself free of Twilight’s pussy, and starts humping her thigh. Despite being relatively inexperienced Twilight recognizes the sticky, warm feeling of a thick creampie dripping down her leg. Fluttershy grinds her sack against Twilight’s leg, showering Twilight’s cutie mark in spunk.

Only when Fluttershy sighs and sinks back inside Twilight’s sodden pussy does Twilight realize she had a perfect opportunity to escape, and didn’t even want to.

“Twilight,” Fluttershy whimpers, casually thrusting back and forth. “What’s . . . what’s going on?”

Twilight gulps. “Dash is mixing up some more potion.”

Fluttershy groans. “Oh, Twilight. I told you this was a bad idea.”

“It’s not my fault! Dash was . . . She’s really persuasive. And persistent.”

Fluttershy kisses the back of Twilight’s neck. “I know what you mean.”

“How are you feeling?”

“Wonderful. I feel like I could do this forever. My new penis, all this semen, seeing you wearing that pretty little skirt, it’s all so exciting. Say, Twilight, dear—”

“Yes?” Twilight asks, wary of whatever crazy suggestion Fluttershy is about to propose. Likely Fluttershy wants Twilight to move in with her and serve as her permanent cocksleeve, or something.

At least it would be better than being a Princess.

Fluttershy grunts, grinding her hips against Twilight’s ass. “Did you get what you needed, when you went to visit your brother and sister?”

The conversational whiplash is almost as spine-wrenching as being thrown around atop her table. “Huh?”

“You said she knew when you needed comforting—”

“Oh, yeah. Sure. Real good. Real comfortable.”

“That’s nice. Rainbow and I care a lot about you, you know. If you ever feel like you need to talk,” she says, pausing to bite at Twilight’s wing elbow joint, “please let us know.”

Twilight squeals. She hadn’t known those were sensitive. She can feel the hints of an orgasm looming, inevitable. It’s getting harder and harder to concentrate. And Fluttershy wants to have a serious, heart-to-heart right now? “Sure, Fluttershy. Whatever you say.”

Fluttershy slides her hand up Twilight’s side and pulls on Twilight’s shoulder, lifting Twilight’s upper body and reaching for Twilight’s breast. Twilight arches her back, and sighs when Fluttershy pinches her nipple. How Fluttershy maintains the concentration needed to fondle her and fuck her at the same time is beyond her. Twilight splays out her hands on the table for balance, trying to watch Dash while she gives Fluttershy room to grope and massage and grab.

“Are these bigger, too?” Fluttershy continues, giving her boobs a friendly, gentle squeeze. “I know you’re a little taller, and we think your bum is bigger. Did you go up a cup size?”

Twilight hangs her head. “No, still tiny little boobs,” she mutters.

Fluttershy pulls her back and leans forward so she can almost kiss Twilight’s cheek. “They’re perfect. Any bigger and I couldn’t hold them.”

Twilight smiles.

“They could be a little bigger,” Dash mutters, as she pulls out a jar filled with some thick, black sludge.

Twilight scowls, then frowns. She can’t remember every single little ingredient in her pantry, and she’s more than a little distracted—Fluttershy!—but still she doesn’t recall seeing a black sludge when she first made this potion. “What step are you on?” Twilight asks.

Dash sets a funnel in the flask and glances at the recipe. “One hundred and eighty seven mills of oil.”

Twilight frowns. That sounds familiar. But then what—

Fluttershy slides a hand up Twilight’s neck, touches her cheek, and pokes her fingers between Twilight’s lips. “Twilight,” she groans.

Dash starts measuring out the oil.

“Fluh—Fludder—” Twilight tries to say.

“Twilight!”

“Hrgn . . . ”

Fluttershy pulls her hips back, shifts her weight, and thrusts, pulling on Twilight’s mouth like a fishhook for more leverage. Her cock slams home, her balls swinging up and slapping against Twilight’s thighs. She bowls Twilight over, barely holding her up by the fingers in her mouth and the hand on her breast.

Twilight grunts. Pleasure arcs through her body, the looming shadow of an orgasm that steps closer with each thrust, and when she tries to yell for Dash to stop all that comes out is an embarrassing, drooling grunt. Twilight watches helplessly as Rainbow Dash measures out nearly two hundred mills of what is definitely not oil and will definitely spoil the potion, and possibly poison Dash if she tries to drink it.

“Mmph!” Twilight groans, drooling into Fluttershy’s hand. She’s so close! “Mmph!”

Desperate, Twilight bites Fluttershy’s fingers.

Fluttershy squeals and comes. Her cock swells in place, gripping her insides as Fluttershy continues to thrust. Warmth floods Twilight’s pussy, rope after rope of thick Pegasus cum spilling inside her fertile womb.

Fluttershy’s grip slackens, finally, just a little.

Scrambling for balance, Twilight pulls Fluttershy’s fingers from her mouth—Princess, she’s strong!—and slides them down to her other breast. Fluttershy starts pinching and groping like she’d meant to all along.

As cum squirts down her inner thigh, Twilight spits the saliva from her mouth and gasps, “Stop!”

Dash hesitates.

“Stop. That’s not right. That doesn’t go in the potion!”

Dash pads over and holds Twilight’s recipe in front of her. “It says oil.”

“Just . . . just hold on,” Twilight pleads. She hangs her head, leans on one hand, and slips the other down her front, inside her skirt. Fluttershy’s huge cock is bulging the front of Twilight’s groin, and as she darts her fingertips over her crotch and dances them over her clit Twilight can feel it spread her pussy lips wide open. “So close . . . Dash, I’m—I’m gonna come . . . Ohh,” she groans, feeling faint. “There’s so much!”

Dash snorts. “I bet I could do more. She must be running dry by now. Just wait until I get my dick.” She leans across the table, placing her face right in front of Twilight’s. Watching Twilight masturbate, because being fucked like a cocksleeve isn’t enough for this Princess. “I’m gonna come all over your face, Twilight. The moment I drink this potion. It’s going straight in my mouth and out my big blue dick, all over your face, where it belongs.”

Twilight moans, nodding. “Over my face . . . ”

“And all over your tits. Fluttershy likes cum, you know. She’ll help you rub it into your tits, all up and down your cleavage, and then lick it all up. Like she’s nursing you.”

“Mmm . . . ”

“We’re gonna drown you in magic cum, Twilight. And then I’m gonna fuck you.”

“Mmm!” Twilight grunts, palming her clit.

“And then we’re give some of this potion to the others so they can fuck you. Applejack, first, since she’s probably upset that we’re taking so long. I bet an Earth Pony mare like AJ learned how to fuck from her brother, and you know the two of them have the endurance to go for hours and hours and—”

Twilight throws her head back and howls and comes, as Fluttershy yanks her back and rams what feels like a liter of spunk directly inside her womb. Sweat and drool dribble down Twilight’s neck, sticking to the table. Fluttershy’s hand squeezes and gropes at her tits, pulling her close. The two mares groan and hump through their shared orgasm. Twilight wrings her free hand on empty air. Dash grabs and holds tight, offering her something to balance against while she rides out the last trembling shakes.

“How was that?” Dash asks.

Twilight nods. “Good . . . good.”

Dash grins wide. “Fuck I love making you come. You rock.”

Twilight really shouldn’t smile, but praise is praise.

Dash leans up beside her. “So. What’s wrong with the oil?”

Twilight wipes her lips and nods. “Show . . . show me the recipe again.”

. . . Ah. “This part is wrong. It’s supposed to be coconut, not crude. Higher smoke point.”

Dash shrugs. “Fine, whatever. There’s no label on these, you know. How am I supposed to know which is which?”

Twilight scowls. “Well—that’s not—Look. Just . . . slow down, okay? I wrote the recipe for myself, not for you. And if you make a mistake you might grow something other than a penis down there.”

Dash glances down between her legs. “Yeah. Good point. How about a break?”

“Uh—”

She licks her lips. “Because I’ve been busy doing all this chemistry while you and Fluttershy get to fuck. It’s, like, the opposite of high school.”

“There’s not that much left. Only a few more ingredients, then the potion has to cure for five minutes.”

“Ugh!” Dash exclaims. “Fine. We finish the potion and then I fuck you.”

“You mean we finish the potion, and you help me handle Fluttershy.”

“Whatever.” She digs through Twilight’s cabinet, muttering, “I haven’t even gotten off yet . . . stupid potion . . . ”

Twilight rolls her eyes, even as Fluttershy mashes her face into the table.

Dash measures and adds coconut oil to the potion, shoves a trio of rooster feathers through the narrow neck—two sickle, one tail—then taps in an eighth of a gram of dragon scale filings.

“The magnet is in the second drawer,” Twilight points, unprompted.

Dash sticks the magnet against the flask, briefly magnetizing the submerged dragon scale filings. At first nothing happens, then there’s a vigorous bubbling and a puff of purple smoke. Twilight feels a flash of heat, and sighs in relief. Warm purple smoke is good. Third phase—and the home stretch.

“And . . . that’s it?” Dash says, stepping back. She waves the recipe in front of Twilight. “There’s nothing else here. Are we done?”

Twilight blinks and tries to focus.

Sitting atop the table is the flask, about half full of what is essentially a ready-to-drink penis potion. It cures, then Dash drinks it, and—then what? Dash saves her from Fluttershy? She’s a little hazy on that point.

Dash steps up beside it, her hands on her naked hips, and frowns. “You know, this doesn’t look like what Fluttershy drank.”

True. This potion is grey-blue and looks—well, chunky is the best word for it. Like a cheap, moldy, blue salsa. Gross.

Twilight shakes her head. “No. It’ll look better once it cures. And in the meantime it still needs sugar.”

“Ah!” Dash exclaims. “I thought we’d missed it. How much?”

Twilight sighs. Ideally, none. “You can give it a taste test. Just the tip of your pinky finger.”

Dash tries it and grimaces, her lips peeling back, her tongue out. “Blergh. That’s bitter!”

“Yeah, my thoughts exactly. The downside is the more sugar you add, the longer the potion seems to last . . . apparently,” she sighs.

“How much did you add for Fluttershy’s?”

Twilight licks her lips. She could tell the truth, and hope Dash doesn’t go overboard—or she could lie, expecting Dash to want to push the potion to the limit.

But she shouldn’t have to lie, right? Dash is a good friend.

Twilight gulps. “I added forty grams of sugar. You shouldn’t need any more than—”

Dash upends the sack of sugar into the funnel.

“Dash!” Twilight cries, watching sugar pour into what looks suspiciously like the bottom half of an hourglass.

Dash laughs. “Relax. There wasn’t that much left.”

“But . . . ” Twilight whimpers, helplessly.

Dash lifts the flask, swirls it once to help the sugar dissolve, then sets it aside. “You said it has to sit for a while, right?” she asks. “How long?”

“Five minutes.”

“Urgh,” Dash rolls her eyes and huffs like a petulant teenaged filly. “So, what? We just wait?”

Twilight gives Dash a look. “Well, you could tend to Fluttershy.”

“Nah, she’s having fun. Aren’t you, ‘Shy?”

Fluttershy moans, grinds her hips against Twilight, and floods her pussy. It’s just one of a dozen or so, but each orgasm chips away at Twilight’s composure. Twilight feels the yellow cock swell and drag against her insides, sticky with cum lube and pulsing with Fluttershy’s heartbeat. Cum splashes onto the table and down Twilight’s legs. Twilight’s insides must be permanently stained white by now. She’s going to need a long, soapy bath after this. First aid, too, but a bath first.

Dash smirks, as Fluttershy trembles and gropes at Twilight’s body. “Yeah, she’s having fun. Hey. Let’s have a race! Between me and the timer!” She looks around, then grabs Twilight’s shirt from the floor.

“Huh?”

Dash shoves the flask to the side and starts wiping the table with Twilight’s shirt, cleaning around Twilight and mopping up the streaks of cum from Fluttershy’s many excessive eruptions. Tossing the shirt on the floor—and ignoring Twilight’s half-hearted complaints that she should have used a towel instead—she grabs the egg timer and hops up in front of Twilight. Everything wobbles alarmingly, and for a few moments Fluttershy’s thrusts harmonize with the shaking of the table, threatening to toss them all onto the floor.

“Dash!”

“Whoa,” Dash mutters, waiting for the table to settle. Then she spreads her legs, scooches forward, and wraps her heels around Twilight’s shoulders.

It’s not a large table. Twilight comes face-to-cunt with a pussy she’s become very familiar with. Pink and pretty, surrounded by smooth blue fur and matted dark and shiny with moisture, all framed by tight thighs and a tight ass. Dash leans back onto one hand and shoves herself closer, pressing Twilight’s nose against her pussy.

“Whichever goes off first wins!” Dash says. She grabs the timer and shows it to Twilight. “Five minutes, right?”

Twilight manages to nod, and tries not to inhale too deeply. The air is full of Dash’s musk, the sweet and light scent of pristine Pegasus pussy desperate to be bred, even if its owner denies that. Every breath triggers scent memories: Dash sitting on her face, or crouching over her nose. Fluttershy shoving Twilight into Dash’s mound. Hours and hours spent going down on Dash, and Fluttershy, too, while they twist and relax and joke and come at their own pace, usually while Twilight is pressed for time and supposed to be doing something else.

“What about Fluttershy?” Twilight asks, staring at Dash’s pussy.

Dash ignores her and twists the dial all the way to five minutes, then sets it on the counter where Twilight and she can both read it. “Don’t slack off, Twilight,” she says, grabbing Twilight’s mane and yanking. “Rainbow Dash doesn’t lose to some hunk of plastic.”

Fluttershy snorts, keeping herself fully embedded inside Twilight’s pussy. All three of them are balanced atop Twilight’s table, and distantly Twilight wonders whether Fluttershy has gained mass from the potion or simply redistributed it.

Dash lets go of Twilight’s mane and reaches a hand for Fluttershy, and the two of them squeeze Twilight between them. “C’mon, Twilight! I thought you liked eating my pussy.”

Without much of a choice, Twilight slips her tongue out, laps up Dash’s slit, tasting a morning’s worth of anticipation and teasing. She hasn’t come yet, while Twilight is at two and Fluttershy . . . well, Fluttershy is probably riding a single extended orgasm.

Dash reaches for her and messes up her mane with a smile. Twilight looks up at her, making eye contact for a moment before glancing down. Is this what Cadance saw, all those lifetimes ago?

Probably not. Cadance would’ve seen a mare on the verge of hyperventilating from shock. And Twilight, when she opened her eyes long enough to focus, saw a mare in the prime of her life, enjoying what she was doing and bursting with love. Not feeling used, hungry for affection.

Well, Twilight may not be Cadance, but she can try. She remembers a bit, and Cadance gave her plenty of chances to learn that night.

Twilight leans forward onto her elbows for more leverage, and lifts her face so she’s hovering over Dash’s groin instead of eye-level with Dash’s pussy. She plasters a smirk on her mouth and forces herself to make eye contact with Dash, trying to look . . . she’s not sure. Confident? Like Dash looks? Less like a cum-hungry whore to be used for pleasure? It doesn’t help that she keeps getting jerked back and forth and mashed face first into Pegasus pussy.

Dash glances at the timer—four minutes—then meets her gaze and cocks her eyebrow, accepting the implicit challenge.

Twilight reaches for Dash’s hips, holding her still—relatively; Dash jerks back and forth a little with Twilight’s motion—and opens her lips to drool on Dash’s slit.

Dash grins a little wider, then huffs as Twilight dips her tongue down, spreading her drool over Dash’s pussy lips and inner thighs. She can taste the heat radiating from deep inside Dash.

Twilight tilts her head, shuffles forward a little, and slips her tongue between Dash’s pussy lips, all the while forcing herself to keep eye contact.

Dash cocks an eyebrow and chuckles. “What’s this, Twilight? Did Cadance teach you some new moves? Ha. I’m not surprised the Princess of Love knows how to give head. She’s got style. Is it just a coincidence, or do you have to be a whore to be a Princess?”

Cadance is not a whore. She just . . . happens to like sex. With in-laws. A lot. Twilight would get more angry, but it’s hard to get angry with Fluttershy’s hot breath in her ear, hands on her back, and the gentle, relentless, almost hypnotic humping. When Twilight opens her mouth to tell Dash off all that comes out is a moan, and it’s all Twilight can do to keep eye contact.

Dash shoves her back down. “Don’t stop, slut. Put that practice to use. We’re gonna have to visit Cadance. Tell her . . . how grateful we are,” she pants. “Maybe show off. How we’ve been. Training Twilight too—Ungh!” she grunts.

Twilight slobbers over Dash’s pussy, kisses her inner thighs, and shoves her tongue between Dash’s lips while her nose rubs over Dash’s clit. Fluttershy slows her thrusting to watch, or maybe to distract: her slow scraping motions send little shocks up Twilight’s spine, breaking her rhythm far more readily than simple violent thrusting.

Dash groans and writhes, squeezing Twilight’s head between her thighs and rolling her hips. “Good . . . good Princess,” she pants, grabbing Twilight’s mane. “Don’t . . . don’t stop . . . Mmm. Mmm!”

Out of the corner of her eye, Twilight can see the potion begin to swirl. It’s almost finished curing. And the egg timer agrees: she’s running out of time. She glances at Dash. Sweat drips down her pretty blue face, flushed and panting. Unfocused pink eyes. Frizzled mane. Twilight knows this face.

She reaches around Dash’s ass and yanks her tail.

“Fuck!” Dash exclaims, throwing her head back.

Twilight feels a squirt of juices trickle into her open mouth and down her chin. Tastes like victory. Twilight buries her face in Dash’s crotch and tongue fucks her pussy.

“Mmm. Mmm! Twilight!”

Dash curls forward, eyes shut tight, grimacing in pleasure. Her tight, athletic body is on full display as she trembles and quivers, her butt squeaking across the table.

A few trembles pass through Dash, and she slumps back.

“Fu—hu—huck,” Dash pants, wiping her brow. “Nice job, Princess.”

Twilight glances over at the egg timer. Half a minute left. Pride blooms through her. Not just a cum-hungry whore to be used after all.

Dash jerks up, reaches for the flask, and starts drinking.

“Dash!” Twilight yelps, lifting her head back. “Wait! There’s still—Mmph!”

A hand from behind shoves her face first into Dash’s crotch. Fluttershy’s. Twilight can just barely see Fluttershy reach for the flask and tip it higher, helping Dash chug. Dash’s eyes bulge and she struggles to gulp fast enough, even spilling some down her front.

Dash sucks down the last few swallows, then wipes her lips, gasps for breath, and flings the empty flask off into the middle of the room. It clangs on the floor and clatters out of sight. “Damn, that tastes good. Sorry, Twi’. I couldn’t wait any longer. I’m pretty sure we waited long enough.”

Fluttershy sighs, resting her body atop Twilight’s for a moment. Her body weight is pleasantly warm, her tits soft and sweaty against Twilight’s wings. She nibbles one of Twilight’s wing bones—Oh, fuck, they’re so sensitive, and Fluttershy really knows how to work them—then says, “This is a bad idea, Twilight. You are not ready for this.”

It’s hard to take Fluttershy’s criticism too seriously, when Twilight can feel the swell of Fluttershy’s cock and the gentle pressure of a small orgasm filling her insides before squirting back out. There’s enough cum floating inside Twilight’s cunt that Fluttershy’s cock glides in and out like a well oiled machine when Fluttershy rolls her crotch against Twilight’s backside. There’s no way Fluttershy doesn’t want to team up with Dash and drown Twilight in spunk.

Dash grunts, pressing harder against the back of Twilight’s head for a moment. “Bad idea? This is the best idea ever!” She huffs, and lets go of Twilight to lean back on her hands. “It’s . . . it’s so hot. I feel like I haven’t come in weeks! Damn, Fluttershy. You weren’t lying. I—oh. Oh!” Dash gasps. “I can feel it!”

And Twilight can feel it too.

She slips her hands under her shoulders and pushes, trying to get clear, but Dash grabs Twilight’s mane tight as Fluttershy presses her hands on Twilight’s shoulders, and damn are they strong when they’re drunk on magical fuck-Twilight-into-a-paste potion.

The penis slips out of Dash’s pussy. Twilight has only a moment to try and imagine the mechanics of how Dash’s body is changing and where each part is going before that penis pokes between her lips. She tries to twist out of the way, but Dash holds her in place. With a slurp Dash’s hardening cock shoves inside, squeezes between her lips, swelling as it goes. It presses up under Twilight’s tongue, slips to the side, and rubs against the roof of her mouth. It grows faster than Fluttershy’s did, Twilight thinks, and part of her wonders what differences between Fluttershy and Dash are affecting how this all works. The other part of her realizes this thing is about to plug her throat when she needs air the most.

She can barely keep Fluttershy at bay, and that’s with offering her unrestricted access to her pussy. The two of them, fucking her like animals?

Twilight gulps, tries not to gag as Dash’s cock rams itself down into her throat. There’s no thrusting, no humping, just raw heartbeat-pulsing growth that fills her mouth and neck and molds itself to Twilight’s inside shape. She takes a breath, blinks tears from her eyes, and finds that she can’t exhale it.

“Fuck. Fuck!” Dash cries. “Oh, Celestia. So fucking good!”

Twilight tries not to panic. When she sucked Shining’s cock, she felt in control. Shining was relaxed, letting her set the pace and how far she went, even stroking her head while she did. When Fluttershy had her cock down Twilight’s throat, there was no control, but at least there was the implicit promise that Fluttershy wouldn’t let anything bad happen. Now, Dash seems pretty disinterested in anything other than plugging Twilight’s throat and coming like a horse.

Dash squeezes her legs tighter around Twilight’s shoulders. “Fuck. Don’t even move. Just—Ugh,” she grunts, spilling a flood of precum directly down Twilight’s throat. “Just let me—Ah!”

Dash flops back, freeing her hands to grab two fistfuls of Twilight’s mane, and starts fucking Twilight’s face. Twilight’s face is wrenched back and forth, her lips sticking and slipping up and down Dash’s shaft, while Dash’s butt slaps against the table. Drool spills out from the side of Twilight’s mouth, splattering all over Dash’s abdomen.

“Sweet Princess,” Dash groans. “Fluttershy—Ah!—how do you . . . It’s too much!”

Twilight looks up. Past the tears in her eyes and her vision shaking back and forth, Dash looks flushed from the tips of her ears all the way to her groin, and is covered in a layer of sugary sweat. Her chest is heaving, like she’s trying to make up for Twilight’s inability to breathe.

Dash huffs and curls forward over Twilight, almost far enough to kiss Twilight’s horn, and holds Twilight’s head in place while she thrusts.

“Fluttershy! I’m—Ahh!” Dash gasps. “Help!”

“Rain . . . Rainbow,” Fluttershy pants from behind Twilight. She reaches a hand out and pulls Dash forward. Dash’s cock stays lodged deep inside her throat, pulling her head back awkwardly. Dash squirms and shuffles until she’s kneeling in front of Twilight, one foot beside Twilight’s face while the other dangles off the side. She presses her hand on Twilight’s back, balancing her weight forward.

Fluttershy kisses her. As the two squirm and thrust and jerk Twilight back and forth across her admittedly flimsy table, Fluttershy buries Dash’s worries and whimpering fears in disgusting, animal kisses.

“Fuck. Fluttershy—mmm—are you—” Dash pants between kisses, “—are you okay?”

Fluttershy growls, and Twilight feels Dash lurch forward, yanked off balance by Fluttershy. Dash presses Twilight’s nose to her groin, clamps her thighs tight, and moans into the kiss. The thin, runny precum thickens and heats up to a boil as Dash orgasms deep in Twilight’s throat. Her balls clench and jerk against Twilight’s chin as they ram an unnatural volume of sizzling Pegasus spunk down her shaft in bulges that Twilight swears she can count. Dash yanks her hips back and shoves again, starts thrusting and fucking Twilight’s throat.

Both of them are crouching over Twilight. They’re rough and uncoordinated, and rather than work together and thrust in tandem they only really manage to jerk Twilight back and forth, dragging her tits across the table in painful squeaks. Twilight struggles to get her knees and forearms under her for balance, but she is utterly out of control.

Princess Twilight’s first spitroast.

Twilight’s lungs burn, while her throat aches from being stretched and wrenched at an awful angle. Somehow being stuck with a lungful she needs to exhale is worse than having no air at all. She slaps against Dash’s thigh as hard as she can, but her arms feel like lead and part of her deep animal brain really wants to just relax her jaw and slacken in their loving grasp and hold on as another orgasm hits her like a spell. If she passes out they can keep fucking her, hopefully. It’s not her problem they’re transforming into fuck-hungry monsters.

Dash yelps above her. “Ow! Fluttershy . . . you bit me! What the fuck?”

“Rain . . . bow . . . ” Fluttershy breathes, before descending onto Dash again. Twilight can feel the drool spilling onto her back. Dash yelps again, then moans louder. A rush of cum floods Twilight’s throat, splashing into her stomach. A shower of feathers rains down around them as her wings flare and quiver. Dash likes it.

Distantly Twilight decides that something has gone horribly wrong, and that two of her best friends need her help. It could possibly even benefit from Twilight using her teekay to restrain everypony and regain some control of the situation. But when Fluttershy’s hand grabs Twilight’s throat and starts choking her, pleasure explodes from Twilight’s core, sizzling all the way to her fingers and toes, again and again, and Twilight revises her decision: things are going horribly well.

Though her thoughts are a little foggy from the lack of air. Twilight is going to die choking on dick and drowning in cum.

Dash breaks the kiss and whimpers, “Fluttershy? What’s—urgh—what’s wrong?”

Fluttershy barks and lunges forward.

Dash yelps and tries to leap back. Her cock wrenches back out of Twilight’s throat, still coming in strong, boiling spurts. Her strong, salty cum fills Twilight’s mouth in seconds. Twilight eventually decides she has to swallow before it starts bursting out from her lips. Dash’s spunk is even tastier than Fluttershy’s. Definitely tastier than Shining’s. If she weren’t already full to the brim—

Dash cries out, one final thrust that straightens Twilight’s neck hard, then yanks her hips back, pulling the flare out from between Twilight’s lips. A mess of Pegasus spunk splatters across her face, all through her mane, and over her horn.

Twilight coughs out a mouthful of spit and cum, jerks her head to the side, and pants several lungfuls of musk-laden air.

“Dash—” Twilight groans, risking a glance. “Dash! What’s—what’s wrong?”

Dash shakes her head, eyes clenched shut, and staggers backwards. “Fluttershy . . . something’s wrong with—”

The wooden table lurches sideways. Something splinters—

CRASH

One of the table’s legs snaps, and the whole thing collapses sideways under everypony’s unbalanced weight, sending them sliding to the floor and dislodging Fluttershy’s cock just enough for Twilight to pull free.

Dash rolls over and sprawls out, facing the ceiling.

“Rainbow Dash!” Twilight cries, trying to reach her. “Dash!”

Dazed but grinning, covered in bite marks and a drool-streaked smile, Dash pants, “So awesome . . . ”

Then she passes out.

“But—” Twilight says, unable to process the situation.

A shadow slides over her. A hand grabs Twilight’s shoulder and whirls her around. Hanging above her on all fours, dripping drool and cum all over Twilight, is a growling, barking, horny monster. Fluttershy’s sticky, angry cock thuds on Twilight’s abdomen, heavy like a sack of flour and aiming right at Twilight’s face.

“Twilight . . . ” Fluttershy snarls, in a voice not her own.

“Oh . . . Oh no.”

Author's Note

Oh, dear. How is Twilight going to get herself out of this one?

Please leave a comment or a favorite! I put a lot of work into this chapter, and I think it's pretty hot, but I want to hear your thoughts.