Rocket-fueled Futa Gangbang

by concordion

Rating: mature
Tags: Profanity, Slice of Life, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Rainbow Dash, Romance, Fluttershy, Porn, Sex, Fetish
Length: 31660

When a potion goes wrong, Twilight has to set aside her own problems and step up to help her friends in need.

Equestria's newest Princess is struggling to settle into her new role and responsibilities. Thankfully her friends are there to help by drowning her in orgasms, whether she asks for them or not (usually not.) But horny ponies have struggles too, and Twilight's gotta learn that even a Princess has to put the needs of her friends above her own, even if those needs include fucking her with giant spunk-covered magical futa cocks.

Whatever. It's totally Twilight's fault, this time.

This story contains a futa potion or two, a little freeuse, some gangbanging, and excessive amounts of foal batter. Also anthro pony sex.

Published 2021-04-02 23:10:01 UTC
Last updated 2021-05-14 23:02:20 UTC

Part Two

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

❗Trade Offered❗
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Part Three

“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.

Part Four

Twilight, one of the most powerful magicians in the modern era, well known for excelling at both telekinesis and teleportation, lies on her back, paralyzed and helpless, as Fluttershy, her kindest, most gentle friend crawls overtop her, snarling and drooling. As she prowls above Twilight on all fours, her erection drags and shoves across Twilight’s body, ripe and musky and leaving in its wake a trail of sizzling, heavy ball cream thick enough to scoop with her fingers.

“Fluttershy?” Twilight whispers.

A low growl rumbles out from somewhere deep inside Fluttershy. She lowers her head and sniffs at Twilight’s face, down her neck, under her ear. Her teeth flash, and something deep and ancient inside Twilight surges at the sight.

Twilight gulps, looking around the room and trying to take stock. She can see the empty flask, shining in the window light, with a splash of potion around it. Her tea kettle and a couple of the cups surround the table, dashed with lines of drying cum. And across the floor is Dash, passed out and drooling, her own cock still jutting into the air. It has stopped streaming cum now, but at any moment Dash’s out-of-control balls could start filling again, and it’s only a matter of time before Dash wakes up and decides she’s hungry, too.

Fluttershy shifts her weight and lifts her hand. Twilight winces, but Fluttershy just reaches for Twilight’s breast and starts pawing at her.

“Twilight . . . ” Fluttershy breathes, finally.

Oh, thank Celestia. Twilight arches her chest into Fluttershy’s grasp and asks, “Fluttershy, are you okay?”

Fluttershy shakes her head, nosing at Twilight’s neck. “No,” she grunts, finally. “I don’t think I am.”

More than a twinge of guilt pokes at Twilight’s body. It’s Twilight’s potion that put Fluttershy and Dash in this predicament; it’s Twilight’s need to impress her friends, to enable their needs and satisfy their urges; it’s Twilight’s desire for intimacy. Twilight has been letting her insecurities do the thinking for too long, never mind her hormones. She has to help Fluttershy.

“What do you need?” she asks.

“To fuck you,” Fluttershy says without hesitation, lurching her hips towards Twilight’s. Her cock slaps against Twilight’s stomach, its whole length heavy and hot. Twilight watches with wide eyes as a shot of cum splashes across her sternum, hitting the underside of her breasts and painting her cleavage. Fluttershy moans, pressing that cock into the spill of cum and grinding it up and down Twilight’s stomach. Humping her. She grits her teeth and whines, “Please, Twilight. Let me fuck you.”

Her breath is ragged, and deep. Her nostrils flare with each monstrous inhale of thick, humid air laced with the smell of sex and cum—not helping. Sweat drips down her face. Below, her cock bobs and pulses with her heartbeat. The skin is stretched so tight . . . it must be so sore. Every few moments it jerks and splashes a small squirt of cum. Even though Fluttershy isn’t orgasming, her testicles are churning out an endless stream of what Twilight prays is sterile semen—though with her luck . . .

“Um . . . ” Twilight trails off, watching the aberration bob in front of her—fighting an urge to reach for it. “How else can I help you?”

Fluttershy plants her hands on either side of Twilight’s head and licks Twilight’s forehead. “Stop this awful potion.”

Twilight knows, distantly, that continued exposure to Fluttershy’s potion-laced cum and virile cock musk might be manipulating her priorities. It wouldn’t be the first time Twilight has been under a magical compulsion. And she’s supposed to have trained for this sort of situation. She’s the Princess of thinking things through, of patience and planning. But there’s only one way Twilight can think of to stop this awful potion. Fluttershy simply has to burn through it.

She hesitantly lifts a hand and touches Fluttershy’s cheek. Fluttershy gasps.

“It’s okay, Fluttershy. I’m going to fix this.”

Fluttershy whimpers, nuzzling Twilight’s palm. After a few deep breaths, Fluttershy says, “Okay.”

Twilight reaches between them and touches Fluttershy’s cock.

“Twilight!” Fluttershy cries out. Her cock throbs and shoots more cum over Twilight’s skirt. Just a simple touch like that? If the situation weren’t so dire, Twilight would be proud. She squeezes her hand up and down Fluttershy’s length, feeling the veins and bumps and swollen flesh between her fingers. It’s so hot. She twists her wrist so she can more easily stroke its length, and inhales when Fluttershy bucks her hips and squirts cum all over her forearm, like she’s icing a pastry.

“Gonna . . . gonna come . . . if you keep doing that.”

“Show me,” Twilight says.

She scoots back while holding Fluttershy’s cock in place, and presses it against her pussy.

“No!” Fluttershy gasps, grabbing Twilight’s wrist. Her other hand presses back against Twilight’s shoulder. Fear flashes through Fluttershy’s eyes, the only sign that her friend is still in there, somewhere. “I’ll hurt you!”

“You can’t hurt me,” Twilight lies.

Twilight releases Fluttershy’s cock, then hugs Fluttershy tight and wraps her heels up behind Fluttershy’s hips, pulling her close. It’s a simple motion, but Twilight has never really felt somepony between her thighs like this. She’s never guided somepony between her legs before. When Dash and Fluttershy play with her, she’s the one that winds up between their legs. And when Shining fucked her—well, she can’t really remember the details past the haze of wine and emotion.

Thankfully, Fluttershy knows exactly what to do. The animal that’s been fighting to escape this whole time takes charge and notches its cock into place.

They lock eyes. Fluttershy looks as afraid as Twilight feels. But they both want this.

“F—fuck me,” Twilight says, trying not to sound too eager.

Fluttershy gasps, and shoves her hips forward.

Twilight yells. Fluttershy’s blunt, creamy cock head splits her pussy wide. Ache and pleasure mix as Fluttershy’s cock fills her, sliding inside and hitting all new angles. Instinct squeezes her legs and presses her heels against Fluttershy, holding her in tighter. Sizzling cum shoots deep inside her. Hot, bubbling liquid squirts out around their union and seeps down her thighs, between her ass cheeks and over her dock.

Fluttershy snorts, then pulls back and thrusts again, reaching even deeper.

“Okay, Fluttershy—Ah!—Just . . . just take it slow,” Twilight pants.

Fluttershy shakes her head. “Can’t.” She pulls back, draining a cuntful of cum and pussy juices onto the floor, and thrusts again, shoving Twilight back another few inches.

Twilight throws her head back and exhales with a whoosh. Fluttershy’s cock feels like it’s shoving her womb all the way up into her lungs, knocking the wind out of her. Her legs grip and press against Fluttershy’s hips, her heels digging into Fluttershy’s ass.

“Going to . . . gonna come,” Fluttershy growls, drooling.

“Come for me, Fluttershy. Fill me—Ahh!” Twilight cries.

Fluttershy’s hips speed up, her feet scraping across the floor. Her balls smack against Twilight’s ass in a relentless rhythm. Her face contorts in ecstasy, and the gentle squirts escalate into shot after shot of thick semen splashing deep inside Twilight.

Twilight squeezes Fluttershy with her legs and helps her ride it out.

“Good . . . Good job, Fluttershy,” she croons, after swallowing a mouthful of saliva. Each of Fluttershy’s thrusts forces the wind from her. “Does that feel—Ah!”

Fluttershy's jaw finds its way around the tight, clenched muscle between Twilight’s shoulder and neck and bites. It’s only her magically inherited Earth Pony constitution that protects Twilight from injury, turning what should be a bloody laceration into a rushing orgasm. Fluttershy suckles the wound into a hickey—Twilight’s never gotten a hickey before, just one of a whole collection of firsts. Drool dribbles down into the hollow beneath her clavicle as Fluttershy slobbers like an animal.

“Fuck,” Twilight grunts, loving it.

Fluttershy pants, “Gonna . . . gonna come.”

Twilight barely registers the words before Fluttershy rams another load of sperm inside her. Is this even helping? So far the outcome from letting Fluttershy fuck her is knocking Twilight’s head into the wall and driving her senseless. What if the potion doesn’t run out?

“Gonna come,” Fluttershy breathes, before her orgasm even finishes.

Twilight groans, feeling rush after rush of cum flood inside her. Each load feels like Shining’s first, freshest load from that night, warming up her insides and igniting long-buried animal instincts demanding that her loving stallion breed her over and over. She swoons, feeling a little hazy.

Fluttershy’s feet slip back, losing leverage with each thrust. She growls and wraps an arm beneath Twilight’s leg, lifts until Twilight’s shin is up beside Fluttershy’s head. Her next thrust is powerful and reaches deeper, spilling cum directly into Twilight’s womb, and Twilight cries out as another orgasm tears through her. The motion twists Twilight sideways, and between the flashes and sparkles in her vision she lays eyes on Dash.

And gasps.

Dash’s cock is gone. Like it was never there. There’s nothing between Dash’s legs except for pristine Pegasus pussy. As familiar and feminine as it gets.

“When did—” Twilight gasps. “How did—”

The potion wore off, obviously. Sometime when Twilight wasn’t looking, because when Dash first passed out she certainly had a cock, standing almost straight up and fountaining a slurry of pearly white spunk all over her groin. The semen is there still, matted into her fur. But the cock disappeared.

It disappeared!

So why is Fluttershy’s cock still here? Why has Fluttershy’s arousal grown and grown, while Dash has simply burnt through her potion—

Twilight gasps.

Dash’s metabolism is higher, especially since she drinks so many—

“Energy Drinks!” she yells. “Fluttershy, it’s the energy drinks! Dash used up the magical calories—”

Fluttershy howls and snarls, shoving Twilight along the floor, almost lifting her lower body off the ground. Her head knocks back against the wall, dazing her for a moment.

But her plan remains crystal clear, even as the room spins: Twilight can accelerate Fluttershy’s metabolism and burn faster through the potion.

She can still save Fluttershy.

Knowing full well that her opportunity to use her teekay without detonating the treehouse is slipping away, and certain that if she doesn’t stop this soon, nothing will, she grabs Dash’s single unopened can and hovers it over. The can trembles in her magic, and when Fluttershy scrapes that part inside her Twilight almost crushes the can mid-air.

Gulping, and concentrating possibly harder than she’s ever had to concentrate before, Twilight cracks the can open, holds it up. With her face pulled in a snarling grimace, and with her body crouched like a dangerous predator, Fluttershy certainly looks like the brightly colored, stylized animal on the can.

“Here! This will make the potion—”

Fluttershy snarls and slaps the thing away.

She always did hate Dash’s energy drinks.

Twilight barely catches the can in her magic before it can spill all over the floor. Does she force Fluttershy to drink it? That feels wrong somehow—nevermind that Dash and Fluttershy have been forcing their own drinks down Twilight’s throat this whole time; Fluttershy will just spit it back in Twilight’s face. And there’s only one can left. Twilight has to be careful. Delicate. Patient in the face of—

“GONNA COME!”

There’s no guarantee the energy drink will work—no guarantee the potion will even wear off on its own. Twilight has no idea what’s going on with anything anymore. Fluttershy could keep fucking Twilight forever, and part of her knows deep down that letting Fluttershy breed Twilight like a whore is the best choice. But she has to do it. Fluttershy is counting on her. Last chance. Backed up against the wall, with nowhere left to flee, Twilight twists to the side, takes a deep breath, then fills her mouth with energy drink. It tastes foul. Overly sweet, thick and syrupy, and possibly illegally tainted with raw magic—of course Dash chugs this waste. Twilight can barely hold a mouthful without coughing, even after a morning spent swallowing many more such mouthfuls of thick, creamy spunk.

Twilight sets her face with determination. This isn’t for her. This is for Fluttershy. Cheeks bulging and lips puckered tight, Twilight holds the half-filled can out of the way, lifts her face to Fluttershy’s, and kisses her.

Fluttershy freezes for a moment, staring deep into Twilight’s eyes. Does she understand? Is the taste going to enrage her? But Fluttershy just opens her lips and kisses back. Twilight’s plan is to coax Fluttershy into some sort of steamy make out session, then carefully open her lips and let Fluttershy drink. Instead, Fluttershy’s tongue spears between Twilight’s lips right away. She doesn’t seem to notice the taste. Maybe she’s never had any of Dash’s energy drinks before, or maybe she’s too far gone to recognize it. Doesn’t matter. Drink spills down Twilight’s chin, mixing with the cum deep in her cleavage. She prays some of it makes its way into Fluttershy’s mouth.

Fluttershy stills as she kisses Twilight, eyes closed, and reaches up to touch Twilight’s cheek, and for a moment it’s almost . . . intimate. Twilight is bent in half, her legs straight up and spread apart, and her pussy stretched wide around Fluttershy’s massive, thrusting cock, but it looks for a moment like Fluttershy actually knows what she’s doing, and whom she’s kissing. She looks thankful.

The realization is too much. Her vision wobbles as another orgasm explodes outwards. Twilight barks out in surprise, spraying some of her mouthful of energy drink over Fluttershy’s face. When she inhales again she chokes and coughs the rest up. She’s wasted so much—there’s no way there’s enough to save Fluttershy—

Fluttershy sniffs at Twilight’s face, then starts lapping up the drink on her cheeks.

Yes! Her magic shaking and winking as she struggles to keep afloat, Twilight hovers the can overtop her face and starts pouring it onto her lips. With her free hand she guides Fluttershy back for another kiss. Their lips touch, and her tongue meets Fluttershy’s. They’re both groaning, their faces moving together. It’s amazing. Twilight rarely kisses other ponies. It’s even better than having a giant magical cock battering her insides, surprisingly enough. As she pours the energy drink over her lips and Fluttershy laps it up Twilight wonders if she could just stay this way forever, could just keep kissing and holding Fluttershy like this—the cock inside her doesn’t hurt anymore, even when it smacks her back and forth and scrapes her insides and swells in orgasm. It fits her perfectly, like Twilight’s insides were meant to swaddle Fluttershy’s enormous cum-spitting cock. In fact, she decides, as the can runs dry and falls to the floor, everything feels pretty relaxing right now, especially with Fluttershy groping and fucking and scratching her, and maybe Twilight could just close her eyes for a bit and let Fluttershy kiss her a little longer . . .

Twilight blinks her eyes open, then hisses when they burn. She wipes and blinks them clear of spit, or semen, or energy drink, whichever, and tries to figure out what happened. She takes a tentative sniff—the room still reeks of sex—and there’s a pleasant warmth in her gut, so it hasn’t been too long. Her throat and pussy are sore, but that’s normal when these two visit. The Earth Pony magic in her body has kept what could’ve been a painful experience down to a dull ache, the kind of ache that will leave her glowing—and complaining—for days.

She sighs and slumps back against the wall with a smile.

“Yo.”

Twilight yelps and flails to the side.

Dash is sitting naked and cross-legged a few feet away, cramming peanut butter-covered crackers into her mouth with one fist and chugging milk from the jug with the other. Fluttershy is curled on her side with her head in Dash’s lap, still out cold. Her cock is gone, finally, and the cum that had coated her groin and inner thighs has disappeared somehow.

“Is she okay?” Twilight asks.

Dash gulps down her mouthful, chases it with some milk, and says, “Whatever you did worked. I bet she’ll be sore when she wakes up, but—uh . . . ” Dash looks away and rubs her chin. “We’ve gotten sore before. Don’t worry about it. Crackers?” she asks.

“Huh?”

Dash slides the plate over. “Do you want some? I don’t know about you, but I’m fucking starving.”

Twilight opens her mouth, but nothing comes out. Dash is offering her snacks?

She looks down at the plate. Twilight knocked them both unconscious after poisoning them with an untested potion—and Dash is offering her snacks?

“Thanks,” Twilight mutters, and bites into a cracker. “What about you?” she asks. “Any side effects?”

Dash chugs, burps, and shrugs. “I feel like I’ve been kicked in the abdomen, but I’m also soaring on endorphins so . . . meh?” She wiggles her hand so-so.

“That’s good.” Twilight eats another cracker, then slides the plate back over. “How long was I out?”

“I woke up about half an hour ago. But it’s barely noon, so . . . maybe an hour?” Dash shrugs. “I would’ve taken care of you, too, but—uh . . . ”

Ah. Dash cleaned up Fluttershy. Twilight looks down at herself. She’s still covered in cum. “It’s okay,” Twilight says without thinking. “I know how you feel about her.”

Silence. Dash stares at her, wide-eyed, and it’s a few moments before Twilight hears her own words. Oops.

“You do? I mean—Oh.” Dash plasters an uncaring look on her face. “You do. Oh. Cool. That’s—”

“It’s been pretty obvious for a while, Dash.” Twilight leans her head against the wall. “It’s cute.”

They both look at Fluttershy.

“Well . . . ” Dash starts, resting her hand on Fluttershy’s shoulder, “we’ve been friends forever, and we grew up together. And ever since we’ve been fucking you we started getting closer . . . ” She sighs with a smile. “She’s just so—”

“I kissed Fluttershy.”

Dash pauses mid-speech and peers at Twilight. “Oh?”

“Today. When you were unconscious.” She gulps. “So I could force-feed her energy drink and save her from the penis potion. I’m sorry.”

“Huh.” Dash shrugs. “That’s fine.”

“That’s fine?”

“Of course. We’ve all kissed each other before, right? It’s not a big deal.”

“Well . . . I kinda thought you were gonna be really mad at me. You’re . . . you know. Together.”

“Twi’, I stuck my dick in your mouth earlier, and if I hadn’t passed out your cunt was gonna be next. And then your mouth again. I don’t mind you kissing us.”

Liar. “But—You don’t get it. Kissing is . . . I knew how you felt about her. I shouldn’t’ve. At least, not without asking first. But there was no time, and—”

“Twi’, it’s okay,” Dash insists. “Don’t worry about it.”

“Dash—”

Fluttershy grimaces and shifts in Dash’s lap. Her eyes open, and she winces. “Wuh?”

“Hey, you’re awake,” Dash says, stroking Fluttershy’s forehead.

“Hi,” Fluttershy says. A smile spreads across her face, but it’s quickly replaced with a frown. “Oh, I’m sore,” she moans, curling into a ball.

“You’ll feel better soon,” Dash reassures her, stroking her cheek. “I promise.”

Fluttershy lids her eyes and lifts her head to kiss Dash, but pauses when she notices Twilight. “Oh! Twilight!”

“Fluttershy,” Twilight says. “Are you okay?”

Fluttershy stretches and props herself up into a seat beside Dash. “I think so. What about you? I think I was a little rough with you.”

Dash snickers.

Twilight rolls her eyes. “I’m fine. Alicorn body, and all that.”

Fluttershy smiles with a sigh. “Oh, that’s wonderful.”

Wonderful.

Twilight doesn’t really know what to say, and for a few moments it seems Fluttershy doesn’t either.

Dash looks back and forth between them, then coughs. “ . . . Uh, how about I help you clean up?” she asks Fluttershy. “There’s some cum in your feathers.”

Fluttershy smiles, and the two climb to their feet and head up to the washroom, leaving Twilight alone with her thoughts and the simmering remains of several guilty orgasms.

Fluttershy’s and Rainbow Dash’s feet pad into view. After a few seconds, Dash taps Fluttershy’s shin with her foot. “You tell her.”

Twilight looks up. The two have gotten dressed, ready to leave for Applejack’s.

“Twilight?” Fluttershy says, tentatively. “Rainbow Dash and I are sorry about making you give us magic penis potions.”

Twilight chokes on a bit of spit. “Oh—okay?”

“You said it was untested. We shouldn’t’ve gotten so excited, and we should’ve listened to you.”

Twilight stares at Fluttershy. After everything Twilight did, they’re the ones apologizing? “I . . . forgive you?”

“‘Shy . . . ” Dash whines. “I meant the other thing.”

“Oh. Rainbow Dash and I are dating.”

“Congratulations. That’s wonderful,” Twilight says without thinking.

“We, uh, we wanted to tell you, Twi,” Dash explains, frowning at Twilight.

Dash and Fluttershy don’t seem particularly excited or happy at the moment, but then again they’re all a bit tired from the morning’s exertions, and they are holding hands.

“Thank you,” Twilight says. “I’m really happy for you two.” She pauses, searching for the right words. “I’ve suspected as much for a while. At least, I wondered if you two weren’t growing closer, recently. Sometimes I see you two sitting a little closer or touching each other without really realizing it . . . It’s nice. I’m sure the others will be happy, too. Do . . . do they know already?”

“You’re the first one we told,” Fluttershy says. “Oh, and Princess Cadance, too—we asked her a few questions.”

“Right, of course. Congratulations.”

“Thanks.”

And that’s it. No gushing about feelings, no further explanation.

It’s a happy moment. Two of her best friends are falling in love. They’re all a little tired, sure, but that’s no reason for the heavy mood. They should at least be smiling. When they think Twilight can’t see, they’re usually goofy around each other. Are they worried how she’s gonna handle this news? Maybe they don’t realize she’s already been handling it. Or maybe they feel guilty?

Twilight hugs her knees, then asks, carefully, “Why do you look so upset?” She blinks. “This is wonderful. I’m so happy for you.”

Dash nudges Fluttershy, and Fluttershy tilts her head.

“Well, dear—you’re crying.”

“What?”

Panic grips Twilight for a moment, before she realizes what Fluttershy means. “Oh.” She almost laughs at the mistake. Yeah, she’s jealous of the two of them, and having them confirm their relationship is . . . tough. But she’s still happy. Twilight wipes her face. “I’m not crying. I’m exhausted. You quite literally fucked me into the floor. Heh.” She sniffs and wipes her eyes again. She cried when she was with Shining and Cadance, too, and that was one of the happiest nights of her life. “You were both a little teary-eyed earlier, in case you didn’t notice.”

Dash licks her lips, then says, quietly, “Hey—you’re still . . . okay with all of this, right?”

“Of course. Every time, you and Fluttershy make sure to ask first. I don’t need even more ponies treating me differently.”

“’Cause, you know we wouldn’t be mad—”

“Really, it’s fine. I’m fine.”

Holding the bottom of her dress beneath her, Fluttershy crouches beside Twilight. She puts a hand on Twilight’s shoulder. “Twilight—”

“I’m fine,” Twilight says again, rolling her eyes.

“—earlier today, when you told us about your trip to the Crystal Empire, you said Cadance knew when you needed comforting, and that you were upset. She told you everything was going to be fine.”

“Oh, that?” Twilight chuckles. It seems so insignificant. “I was freaking out about being a Princess. They said they just wanted me to visit but I think they invited me on purpose. They know when I need cheering up, and I needed cheering up. And they helped. I’m not freaking out about it anymore, right?”

Fluttershy nods, but doesn’t say anything more.

Twilight sighs. It’s not like this isn’t obvious. Maybe Fluttershy just wants reassurance that Twilight is staying on top of things.

“Really. I don’t feel any different than I did before, except for these silly things. I’m a little taller, my legs are a little longer, and—yes, Dash, my butt’s a little bigger.” She twirls a finger. “So what? Nothing’s changed. I got a new title. That’s it. No, really. Nothing’s changed. I honestly don’t even know why Princess Celestia made me a Princess. Did you know she won’t tell me? She just says it’s time and I’m ready. But for what? To be unbalanced and uncoordinated all the time? Ha! I don’t need wings for that. Or to have people looking up to me and expecting me to do things without me knowing what? You know, Princess Celestia won’t tell me what to do. She hasn’t given me any responsibilities. She just told me I was a Princess and then left. Like it was all some big wonderfully selfless act on her behalf.” She wipes her eyes again. “Actually, I do know one thing they expect me to do: to be happy about it. No—to be excited. Grateful. It’s every mare’s dream to be a Princess, right? Everypony gushes about how lucky I am, how wonderful it all is, how perfect it all seems. Well, guess what? I’m not excited. It wasn’t my dream. I don’t—”

She freezes, realizing what she is about to say. They trusted her with their secret. She should trust them, too, right?

“I don’t want to be a Princess,” she says, blinking away tears. She is crying. She squeezes her lips, then the words start tumbling out: “Ponies don’t recognize me anymore. Not at first. I’m so different now. Even I don’t recognize myself.” She closes her eyes, feeling tears stream down her cheeks. “I don’t recognize myself in the mirror anymore. It’s not just the wings. I’m not me! I don’t know who I am or what I’m supposed to do. I’m just supposed to be a Princess. Everypony’s depending on me—”

“Twilight.”

“—and I’m a horrible Princess—”

“Twilight!”

“—and I can’t do anything right anymore!”

“Twilight, you’re not a horrible Princess!” Dash exclaims, grabbing her arm and holding her still. “You’re just normal Twilight!”

“No!” Twilight insists, struggling against Dash’s grip. “I’m Princess Twilight!”

Dash releases Twilight and pulls back, unsure what to say.

Twilight hugs herself closer and whispers, “I had plans. Checklists. Everything was on track. Now nothing makes sense. I was thinking about a job. Going back to school. Maybe even finding another pony. Everypony else is dating and falling in love, and I was supposed to do that too. But now what? Ponies don’t fall in love with Princesses.”

“We love you,” Fluttershy says.

Dash nods frantically. “And loads of ponies fall in love with the Princesses! I’m sure somepony—”

Anger flares inside her. “Don’t.”

Dash sighs. “Twi’, who cares if other ponies stare at you? Fuck ’em. We know who you are. You’re still the same dorky librarian nerd we’ve known for years. You’re kind, you’re brave, and you’re smoking hot.”

Twilight glares at the floor.

Fluttershy touches her chin and lifts her head gently. “Rainbow Dash and I have known each other since we were foals. But you've touched our lives in so many ways since we met you. We want you to be a part of ours.”

Twilight looks up at them, through the blur of tears, and whimpers, “Then why don’t you ever kiss me?”

Fluttershy crawls atop her, holds her chin, and presses her lips to Twilight’s.

Twilight gasps and tries to slip free—she’s already wedged herself into a corner, like an idiot—then pushes helplessly against Fluttershy’s chest. “Mmph—Stop! I didn’t—You don’t have to—” she says, speaking into Fluttershy’s lips. She’s fucked everything up now. When will she ever learn to just let things go? “Fluttershy—please, it’s not fair—Mmph—don’t do this!”

Fluttershy doesn’t budge, doesn’t say anything, just rests her body atop Twilight’s, pulls herself closer, and kisses her. Fluttershy’s body is warm and pleasantly heavy. She shifts her weight, settling in. It’s rather lewd, and awkward, and Twilight doesn’t know what to do or how to act in this situation. A friend wouldn’t kiss another friend like this. A mother wouldn’t kiss her child like this. This is more than just a kiss.

It’s not fair. They get to kiss each other all they want, and date and hold hands and fall in love, but Twilight has to have an emotional breakdown just for some intimacy. She doesn’t deserve this.

Twilight exhales, feels more tears well up. “Why are you doing this?” she asks.

Fluttershy nuzzles Twilight’s forehead. Eyes cast downwards and looking rather ashamed, she whispers, “We love you more than you could possibly know.”

Twilight barks out a sob and buries her face in Fluttershy’s shoulder. Fluttershy murmurs something wordless into her mane and gently rocks her back and forth.

It’s nice. Calming. Fluttershy’s specialty.

Eventually Fluttershy pulls back, tears on her cheeks—Twilight’s, probably, maybe—but her current smile is simply, innocently happy: the default Fluttersmile. “You silly, silly pony,” she whispers, peppering Twilight’s face with soft, quick kisses.

Twilight hiccups. “I’m not silly.”

Dash hovers over her, brow cocked, face unreadable.

“Were you making out with my girlfriend? After we just told you we were dating?”

Twilight panics. “Dash, I, uh—” she babbles. “I’m sorry—”

“That’s pretty fucking hot.” Dash pushes Fluttershy out of the way, takes her place, and shoves her tongue down Twilight’s throat—Dash’s specialty.

Fluttershy settles to the side, holding Twilight close and watching with a smile.

Dash licks her lips then touches her forehead to Twilight’s. Tears stream down Twilight’s cheeks. She cries, covered in pleasant warmth.

It’s nice.

It doesn’t last nearly long enough. Dash fidgets and sighs—their bodies are pressed together in an awkward but comfortable pile, with hands in places far more intimate than friendly, so every motion makes Twilight startle—then she says, “So . . . ”

Though Twilight could keep doing this forever, they have their own relationship to explore now. They haven’t solved anything. After they leave, they’ll have each other, and Twilight will still be alone. But it’s a start. They two have seen her at her worst, at her most shameful, and they’re still here. Maybe they’ll kiss Twilight again.

And if they do, hopefully they’ll relocate to a bed or a couch or somewhere soft, first.

Twilight tries to stand, but Fluttershy holds her tight around the waist, pretending to ignore her.

“Applejack is waiting for us, you know,” Dash reminds them.

Fluttershy strokes Twilight’s cheek, then turns to Dash. “Why don’t you go let Applejack know we can’t make it today. We can try again tomorrow, maybe—”

“No!” Twilight insists, waving her hands, as Dash climbs to her feet. “No. Please. Don’t—I don’t want to make a big deal out of this. Go. She’s expecting you. Her barn is important.”

“You think we’re worried about her barn?” Dash laughs. “Her barn always has holes in it. It leaks every single winter. I think she likes her how her shitty barn is always falling apart—”

“Rainbow!” Fluttershy scolds.

“She probably thinks it builds character.”

Twilight giggles.

“Come with us,” Fluttershy says. “I know you’re tired. You don’t have to do anything. Never mind flying or using your magic. Applejack likes you for you, not for your magic, and she was your friend long before you grew your wings. Applejack would love to have you around. And so would we.”

Twilight sniffs and looks away for a moment, blinking furiously. Oh, she is so done with emotions for the day.

“Hey, yeah!” Dash says, then smirks. “And you can brag about how you figured it out before she did. She’ll be so pissed she didn’t notice.”

Twilight snorts. “Okay, fine. I had a checklist of things to do today, but—”

“Oh!” Fluttershy squeaks. “When we asked, earlier—Oh, Twilight! Why didn’t you say so?”

“It’s fine,” Twilight says, waving her hand and pulling herself free. “I’ll get to it tomorrow.”

“Hmm . . . if you say so,” Fluttershy says, letting Twilight stand on her own.

Fluttershy and Dash whisper conspiratorially while Twilight returns to the bathroom. Princess Twilight’s face is streaked with tears, and flushed red. Her mane is a mess, still matted and stained—and sweet Celestia, that hickey! She has no idea how she’ll explain that to Applejack. The wings still look foreign. Twilight scowls, then looks away as she washes her face.

When she climbs back down the stairs wearing fresh clothes—oh, those muscles are sore; should she stay home?—Dash and Fluttershy are holding hands, still whispering, and they look so comfortable in each other’s presence, at least until they jerk apart when they see her.

They really are perfect together.

Twilight looks around the library, feeling the weight of days of cleaning ahead of her. Magic will only do so much, and if any semen got on her books—She marches toward the door, ready to put it out of mind and enjoy a normal, boring afternoon.

“Yo, Twilight—hold still for a moment,” Dash says, grabbing Twilight’s wrist when she reaches for the door.

“What is it? Is there still—urgh, is there still cum in my tail?” she asks, looking over her shoulder. Probably best not to show that to Applejack.

Dash crouches behind Twilight and reaches her hands up under Twilight’s fresh skirt—

“Dash!”

—yanks down her clean panties—

“What are you—”

—and strokes her pussy. “No, there’s no cum in your tail, but—what a fucking surprise. Princess Slut has cum in her pussy already,” she says, slipping a finger inside.

Twilight almost buckles.

“Silly whore,” Fluttershy agrees, patiently watching Dash finger Twilight. “I wonder how many stallions she let fuck her before we got here, hmm?” she asks, reaching to grab Twilight’s breast.

“Wuh—buh—huh?”

“Ha! She can’t even count. Slut.”

Twilight whimpers.

Dash pulls the pair of panties out from under Twilight’s feet, almost knocking her over in the process, and shoves them into her hand. “Hang onto these. So, here’s the deal, Princess. Shy and I are going to take turns fucking you while we’re all at Applejack’s. The work will probably take longer as a result, so we might be there all day. But don’t worry. All you have to do is keep quiet whenever we make you come and she’ll never know. Okay?”

Twilight gasps, tightening her hands into fists and trying not to fidget. “But—what if Applejack sees?” Twilight whimpers. She can already imagine the look on Applejack’s face as Twilight orgasms in front of her. “I can’t lie to Applejack!”

Dash stands up, reaches around Twilight’s waist, and slips her hand down the front of Twilight’s skirt. Her fingers slide up and down Twilight’s slit, spreading this supposed leftover cum everywhere and revealing that Twilight’s quite capable of making her own lubrication.

“Don’t know, don’t care,” Dash says, slipping a finger back inside Twilight. Her tone is lightly casual while leaving no room to disagree. “That’s your job, then, Princess I-Don’t-Know-What-I’m-Supposed-To-Do-Anymore. You’ll just have to think up a way to keep Applejack distracted while I’ve got my tongue in your cunt . . . ” Dash trails off, squeezing in a second finger and slowly stirring up Twilight’s insides.

“ . . . or my lips around your horn, dear,” Fluttershy finishes with an innocent smile. She pulls Twilight’s head down so she can lick a long, luxurious lick from the base of Twilight’s horn all the way to the tip, leaving drool in its grooves. “A way that doesn’t involve magic. Somepony once told me Applejack doesn’t like magic around her barn, you know.”

Twilight tries to scowl, but it’s for show. Inside, her heart is racing, and she is already short of breath. These two . . . Dash makes grand statements, but she isn’t known for making threats then backing down. And Fluttershy is nothing if not determined to be assertive. If they promise to fuck Twilight to orgasm after trembling, dripping orgasm in front of Applejack, then that’s probably what’ll happen.

As Fluttershy and Dash joke about whether Applejack’s brother will be there, and whether he’d fuck Twilight if they asked him to, a heavy, wonderful, nervous thrill settles in her gut. She could survive Applejack finding out about how she lets these two treat her, probably, but if anypony else sees her, it’ll be the end of her Princesshood. Period. And as they keep escalating, it gets more and more likely. They’re not going to stop. So it’s up to her, Twilight Sparkle, Princess I-Don’t-Know-What-I’m-Supposed-To-Do-Anymore, to rein in her subjects—or not—as she chooses.

“So?” Fluttershy asks, groping Twilight’s tits. “Will you come? We promise to give you lots of kisses.”

“Y—yeah.”

A smile beams across Fluttershy’s face. “Great! It’s a date.”

She strolls up to the door and throws it open, letting in the afternoon sun. Dash and Twilight waddle forward, with Dash pressed up behind her and her hand still firmly down Twilight’s skirt. Each step is awkward and makes Twilight feel like an ungainly foal, and it would be impossible to see them and not realize what Dash is doing, but she doesn’t complain, because then Dash would stop.

It’s not love, but it’s intimacy, and until she finds one she’ll settle for the other.

Author's Note

The End

See? I know how to write happy endings!

Hey guys! Thanks for reading all the way to the end. What did you think? Too sappy? Too spunky? Too good? Comments motivate me to write more, so if you want more like this, just say so!

Part One

Twilight throws open the doors to her little balcony, tucks her wings, and steps outside to be greeted by a gorgeous morning. Sunlight covers her face and shoulders, warming her a little and helping to clear the last remnants of a poor night’s sleep. The thick green leaves of her treehouse dance in a slight breeze. The air is cool and refreshing, though it’ll be hotter later on. She grabs the railing and leans forward, closing her eyes. The railing is smooth under her hands, the paint worn from countless other mornings. When she sighs and opens her eyes she’s greeted by almost the same view she’s enjoyed every morning since moving here.

There are a few little differences that she can’t help noticing, since her ascension. One is the height. Before, the railing would press against the bottom of her sternum; now she leans her waist against it. Her hands are a little further apart, too. Her viewpoint is slightly higher. And—oh yeah, her wings.

Most ponies notice the wings, of course. Now when she walks through town ponies either gawk at her or pretend to ignore her. She can’t blame them. Ponies grow used to a silhouette, and her wings have altered her outline dramatically. They’re a very visual reminder that Twilight, once a stranger in her town, is now their ruler. Twilight certainly notices them too, when she’s bumping into things or squeezing through narrow doorways and the damned things won’t fold back on their own. Or when she’s trying to sleep, because tossing and turning in her sleep is suddenly a dangerous proposition. Or when—

Twilight sighs, but shakes her head. She’s not about to let a few downsides to an otherwise wonderful gift darken her morning. She has wings. She can fly! She’s a Princess! Like Cadance, and Celestia and Luna. The thought makes her giddy, enough that she tries not to think about it. She’s basically an entirely new pony! Of course there would be a period of adjustment.

A little bit of familiarity always helps when she’s facing an uncertain situation. Routine. She already has a nice, comfortably full checklist ready to go, and only needs coffee to complete her morning. Twilight gives her wings a flick, wiggles her hips, and arches her back until she feels a satisfying pop. It’s gonna be a nice day.

“Yo, Twilight!”

Twilight looks down and sees Rainbow Dash and Fluttershy approaching the library, each smiling. Memories of their last visit play through her mind, sending a splash of warmth through her chest. She smiles back and waves hello, then hurries downstairs to let them in.

“Oh, hello, Twilight,” Fluttershy says. She’s wearing a beautiful summer dress that seems to float all on its own. “You look happy today.”

“I feel happy today,” Twilight says. “It’s such a nice day out. Is this your doing?” she asks Rainbow Dash.

“Yeah. Enjoy it while it lasts, though,” Dash warns, landing just inside. She’s barefoot, wearing her usual summer workout kit, shorts and a tight fitting tank top. “Ponyville is due for a week of rain starting the day after tomorrow.” She shrugs. “It’s all I could get.”

“Don’t worry, Dash. I don’t mind. Rain can be nice, too.”

“No way, Twi’.” Dash shakes her head. “Rain means being stuck indoors. I know you’re not used to having wings yet, but they suh-huh-huck when they get wet. Trust me—stay inside as much as you can.”

Fluttershy nods. “She’s right, Twilight. I don’t want to catch you flying around when it’s raining. It’s very dangerous.”

“Tch. It’s not dangerous,” Dash says. “It’s just gross. And sticky. And it takes forever to dry.” She hmphs. “Nothing good ever comes from wet wings.”

“Of course, Rainbow,” Fluttershy says. She rolls her eyes and walks inside. “And don’t worry—I won’t tell Twilight about that time you couldn’t fly home because of the weather, and had to stay the night. Do you remember?” she asks with a smile.

Dash gulps. “Uh, yeah. Right. I guess it’s not all bad.”

Twilight has known Fluttershy for years, now, and she’s familiar with most of Fluttershy’s smiles. Fluttershy is the quietest of their little band of heroines, but she makes up for it with the widest and most expressive range of smiles Twilight has even known. Fluttershy has a smile for every occasion. This one is teasing and mischievous.

Twilight tilts her head. “What happened?”

Dash waves her hoof. “Nothing happened. I couldn’t get home, so we had a sleepover. You know. Boring. Total snoozefest—”

Fluttershy walks up to Dash, places a hand on her shoulder, and nuzzles her. Dash freezes, eyes wide, mid-sentence, and glances over at Twilight briefly. Fluttershy pulls back and wanders into the kitchen. “Do you have any tea, Twilight?” she asks sweetly. “I would love a cup. Um, if you don’t mind.”

Dash does a pretty good impersonation of a tea kettle on her own, turning red and looking like she might burst into steam.

Twilight smiles at Fluttershy. It’s fun seeing Dash stunned silent. “Oh, sure. At the end, there.”

“Thank you.” Fluttershy busies herself with the kettle and a sack of tea. When she steps back and gestures, Twilight ignites her horn and quickly brings the water up to a boil.

Dash finally finds her voice and sputters, “Well, whatever. It’s gonna rain soon. Nothing I can do about it. So we’re gonna go help AJ later.”

Fluttershy nods. “She says she wanted some help fixing the leaks in the roof of her barn before it rains. Oh!” she says, perking up. “Would you like to join us?”

Twilight is about to say yes when something about Applejack and the barn and its roof makes her pause. “I would, but I don’t think these would be much use.” She looks over her right shoulder at her wing, and tries to flick it. Her left wing flicks instead. She slumps and tilts her head back, glares at the ceiling, and groans. “See?”

“Oh, Twilight!” Fluttershy croons. She steps up to Twilight, reaches for her hand, and holds tight. “It’s okay! Nopony expects you to be an expert flier right away.”

It’s not patronizing, but it might as well be. “Just eventually, right?”

Dash and Fluttershy exchange a glance, but they don’t say anything.

Twilight exhales. She won’t let small downsides ruin her morning. “Anyways, no flying for me, today at least, and although she’s very polite and apologetic Applejack does not want magic touching her barn.”

She lets Fluttershy stroke her hand for a few more seconds before pulling free.

Dash nods. “Yeah. She’s almost the most stubborn pony I know,” she says, leering at Twilight.

Fluttershy smiles sweetly. “You mean yourself, right? You’re the most stubborn pony you know?”

“Pshh. I don’t know what you’re talking about, ’Shy,” Dash says, sniffing her head back and walking past Fluttershy. As she does her wing glides over Fluttershy’s, barely touching. It’s a tiny motion, done so casually that Dash probably doesn’t even notice. But Twilight notices. She’s been watching their tiny motions for a couple of weeks now. The little glances, the way the tension seems to leave their bodies when they’re around one another. There’s no doubt. Twilight doesn’t have to be the Princess of Love to see what they don’t—or can’t—admit to themselves. Dash and Fluttershy are absolutely smitten over one another.

Twilight exhales, hoping it doesn’t sound like a sigh. She’s not jealous. She just appreciates how nice that must feel. And she’s happy for them both, of course, even if they won’t admit it, to her or to each other. But she’s always wondered what it would be like to grow close like that to Dash, or to Fluttershy—or any of her friends, really.

Twilight’s friends are very special to her. It’s more than just an emotional attachment from growing up, learning about life, and saving the world together. Her five friends are everything to her. But it wouldn’t be fair to require that each of them place her at the top in response. So what if two of them mean a little more to each other than Twilight does?

Fluttershy and Dash have grown up together. They’ve known each other since childhood. They know each other’s darkest fears and secret aspirations. Just like AJ, Pinkie Pie, and Rarity. It’s only a matter of time before it becomes officially more than just friendship. Fluttershy and Dash are familiar, comforting to one another.

And it’s not like Twilight wants for intimacy. Her friends can make her come so hard she sees stars. They’ll grope her, and lick her face, and suck her horn. It doesn’t matter what she’s doing or where she’s doing it. And now that she’s grown wings—

No matter what mood they find her in, Dash and Fluttershy make her feel loved. Still. It would be nice to get to share her secret aspirations, or get help facing her darkest fears. Maybe a kiss now and then. One day she’ll find somepony to love. Maybe. Her friends have unfortunately set a very high bar.

“Yo, Twilight?”

“Mmm?” Twilight looks over, guilty at being caught so distracted. What were they talking about? Something about sleepovers—

Dash gestures at the kettle. Steam is whistling out. “I think the tea’s ready.”

“Oh! Yes. Right.” She kills the heat and floats the kettle and some mugs over to the breakfast table while Fluttershy pulls out a chair opposite her. “Do you want some, too, Dash? I’m all out of sugar, unfortunately.”

“No thanks. I’m way full of liquid lightning already. I don’t think my bladder could handle any more.”

Twilight rolls her eyes. “Dash, energy drinks are bad for you.”

“Oh, whatever. It says health supplement right on the side when you buy a crate. They crank my metabolism up to eleven. They taste great. And if they weren’t good for me, why am I more awesome at literally everything I do after I drink one? Huh?”

Fluttershy levels a stare. “You’re more you after you drink one, dear—”

“Exactly!”

“—and it’s never just one anymore.”

“Hey! I’ve only had one today.”

“It’s nine in the morning!”

Twilight smiles. Their gentle bickering is another familiar comfort. She passes Fluttershy a mug of tea and reaches for hers.

“I burn a lot of calories doing what I do. Right, Twilight? Hey! I bet your resting calorie intake has gone up, now that you’re—uh, part Pegasus, I guess?” She peers at Twilight. “Are you hungrier than normal? Or are Unicorns already pretty heavy eaters? Like, do you need more food to power that horn? I’m not saying Unicorns are fat or whatever, just that—”

“Are you busy today, Twilight?” Fluttershy asks, sipping her tea.

Dash pauses, mid-sentence. A smile spreads over her face, and she leans back, crossing her arms and looking almost smug.

Fluttershy interrupts so rarely that it takes a moment for Twilight to look past the surprise and actually parse her words. She pauses, holding the little kettle still. “Um. . . ”

The truth is she’s not. Her checklist is technically busy work, meant to keep her occupied and pull her out of the funk she’s been in for several days now. She knows how the others see her, but in truth Twilight would rather spend her time with her friends than endlessly reshelve the library or finish long forgotten homework assignments from her youth. Twilight is an extrovert and doesn’t like being left to her own thoughts. Spending a day with her friends would be wonderful.

So, no, she’s not busy. But that’s not what Fluttershy is asking.

“C’mon, Fluttershy,” Dash says, stepping up beside her. Dash’s voice is a little lower all of a sudden. She slips her hand around Twilight’s waist, pressing hip to hip. “Twilight loves having us over. Right?”

Her fingertips tease Twilight’s hip, slipping just beneath her shirt for a moment and touching her bare skin. Dash has cold fingers today.

Twilight stares at the kettle, trying not to show how even a fleeting touch like this can completely derail everything. She’s hugged her friends plenty. This is a normal level of intimacy for close friends, right? Pinkie Pie and Dash hang off each other all the time, laughing and playing like it’s nothing. The way her thumb slides up and down Twilight’s hip bone is not worth freaking out about. It just feels nice. “That’s right,” she finally admits. Should she wrap her arm around Dash in exchange? She tries to twist in place, then gives up, feeling awkward in her new body. “I do enjoy when you visit.”

Fluttershy shakes her head at Dash. “I don’t want to interrupt Twilight if she has plans. We can always come back later. Or some other day,” she adds, looking from Dash to Twilight, “if you’d prefer.”

“Well . . . ”

Fluttershy always insists on giving Twilight at least one chance to say no, so Dash does as well, but that doesn’t mean she makes it easy. Holding Twilight still, Dash turns slightly and presses her chest against Twilight’s shoulder, sliding Twilight’s upper arm into her cleavage.

Twilight gulps. Dash is clingy today, like always. And she isn’t wearing a bra under her tank top. Like always.

“Well, Twilight?” Dash whispers into her ear, shifting her weight against Twilight—pressing her sexy body against Twilight. “Can we visit? Or are you too busy to play with your friends?”

Dash slides her hand down Twilight’s hip and cups Twilight’s ass.

“Yes!” Twilight gasps. “I mean, yes, you can stay. No. No, I’m not too busy,” she stammers. She can hear Dash’s smirk. Whatever. Trying to be brave and mature and maybe even a little sexy, Twilight looks Fluttershy in the eyes and says, “You two can . . . visit.”

Fluttershy smiles and claps her hands. “Oh, that’s wonderful. It’s been so long since we had a nice visit. I’m sure there’s plenty to catch up on.”

“Aw, yeah! You know, Twi’, homework is important and all, and I know you’ve got lots of new responsibilities or whatever, but I’m glad you still know how to let loose and have fun!” She gives Twilight’s butt a firm squeeze to punctuate her point, and doesn’t let go.

Fluttershy tilts her head and taps her chin. “Are you still studying under Princess Celestia, now that you’re a Princess?”

“Well, yes. Sort of. I don’t spend nearly as much time writing reports or doing homework, of course. And I guess I’m technically the ruler of Ponyville? So Mayor Mare and I have been working together more and more. But I am still her apprentice!” Her chest swells with pride.

Dash snickers, deflating Twilight in an instant. “Sorry, sorry! It’s totally cool that you’re still tight with the Princess. Oh, hey! Speaking of Princesses—tell us about your trip. You went up north, right? We came to visit you last week and you weren’t here.”

Fluttershy sets down her mug. “You really should tell your friends when you leave, Twilight. What if something had happened?”

While Dash smothers Twilight’s arm in tit and squeezes Twilight’s ass and does her best to make Twilight’s heart race, Twilight carefully pours herself some tea and pretends not to care about Dash molesting her personal space. If Fluttershy notices her hands shaking or the way she’s leaning into Dash’s various touches, she doesn’t mention it. “It’s fine. I took the train to see Cadance and Shining Armor for a couple days. Not exactly a dangerous adventure,” she says, rolling her eyes.

“That used to be a dangerous adventure,” Fluttershy reminds her.

“I wouldn’t mind having a dangerous adventure with those two, if you know what I mean,” Dash says, sliding her chest up and down. Her breath is warm on Twilight’s cheek. After a few seconds she elaborates, “I wanna fuck your sister-in-law, Twilight, in case that wasn’t obvious.”

“Yeah. I got it, Dash,” Twilight scowls. “Thanks.”

Dash squeezes Twilight once more before letting go. Twilight quickly ducks her arm back so it’s not obvious she was pressing back against Dash’s cleavage, and takes a quick calming breath—maybe Dash feels a little scolded? Finally.

Twilight, eager to move on from the subject of her relatives and their relative fuckableness, says, “Anyways—”

Dash leans forward onto Twilight’s back and wraps her arms around her waist. She almost has to stand on her tip toes to rest her chin on Twilight’s shoulder. Her breasts mash against Twilight’s wings.

Twilight gasps and braces herself against the edge of the table. “D—Dash!”

Dash sighs. “She’s just such a sexy Princess. It’s those fucking dresses she wears, you know? They’ve all got that slit up the side—” She slides a hand down Twilight’s thigh and up again. “—and the cleavage is always cut so deep.” Dash grabs Twilight’s tits and squeezes to demonstrate. She’s got nothing on Cadance, of course—possibly only Fluttershy does—but Twilight gets the message. “I bet her underwear is super expensive. If she wears any at all.”

Fluttershy nods seriously. “Oh, I know. She’s so beautiful. I could never wear her dresses. I’d be far too embarrassed!”

Dash hugs Twilight around the waist. “Yeah, she’s super hot. Your brother, too. C’mon, Twi’. You’ve got a good imagination. Surely . . . ”

Twilight can easily imagine a pair of strong white pecs instead, with larger hands hugging her and a deeper voice encouraging her and making her feel beautiful instead of making her feel like a toy. Oh, now is not a good time for all of this. She still needs time to settle things.

Twilight looks up at Fluttershy, pleading for assistance.

Fluttershy sips her tea, drawing out the moment. Her face is a little red, her wings a little proud, her smile a little sneaky. “Tell me about your trip. How are the lovely couple doing these days?”

Twilight gulps. “Well—well, they’re fine, I guess.” Dash slips one hand under the bottom of Twilight’s shirt and holds her stomach, teasing her navel with a finger. “Uh, they’re thinking of having a baby one day, but they’re not sure when.” The other hand goes back to her hip, this time sliding her skirt down a little, then a little more. She’s not allowed to look, but she can feel her underwear is showing. “The wastelands have receded even further; the Heart is more—Ah!—more centered and properly grounded than when we were there last.” Dash grinds her abdomen against Twilight’s rump. “It’s actually pretty uneventful there, for once. So, uh, yeah,” Twilight finishes lamely, breathing a little heavily and trying hard not to arch her back and press her butt into Dash—or at least try not to be too obvious when she does.

“Did you three have fun?”

“Yes . . . ”

Here Twilight pauses, looking at the table so Fluttershy can’t see all the little tells on her face—not just because Dash’s wandering hands are stretching the line between friendly and less-than, but also because she knows she cannot bluff very well. Twilight figures maybe thirty percent of her trip is safe to share, even with these two who know some of her darkest secrets and who have seen her at her most vulnerable, disgusting, and pathetic. That trip was private. Personal.

Fluttershy sits and waits patiently. Chatting with Twilight while Dash gropes her and slowly undresses her is nothing new, and Twilight often needs a few moments to catch her breath. But she won’t wait for long. Twilight licks her lips and opens with the safest bits.

“ . . . yes, it was fun. They took time off to entertain me and pamper me. Cadance had some delicious cakes, and Shining had stories to tell, and I told them about how things are in Ponyville. We stayed up late and got drunk on wine, they took me on a tour of their city, and—oh! Cadance showed me their library. Did you know they have a whole—”

Dash slides her hand up under Twilight’s shirt, lifting it enough to reveal her stomach, and casually cups her tit.

Twilight’s eyes bug out, and for a second she can’t figure out how to make words from her mouth. The room feels like it’s warmed by a few degrees. There’s a bra in the way, but probably not for long. Dash hates bras.

“ . . . a whole section about . . . the history of Northern ponies . . . and their culture . . . ”

She glances down and watches her shirt shift and shuffle as Dash squeezes and teases and manhandles her breast. A stranger at a distance might not be able to see what Dash is doing, but it wouldn’t take much to figure it out.

“Is that so?” Fluttershy just smiles. Somehow she’s able to keep firm eye contact with Twilight despite Dash’s brazen molesting. Fluttershy wouldn’t be fazed even if Dash ripped her shirt right off.

“So . . . uh . . . ”

She inhales, arching her back and pressing her breast into Dash’s hands. Very slightly, so that neither of them notice, even though she really wants more.

Thankfully, Dash gets the message. She squeezes, and slips a thumb beneath the bottom of Twilight’s bra, gently shoving it up and out of the way. She palms Twilight’s nipple, taking her time to explore and discovering just how much Twilight is enjoying this molestation. Twilight’s basically naked from the bottom of her breasts to the top of her groin for anypony to see.

Twilight takes a deep breath and smiles at Fluttershy. “ . . . so, yeah. A little uneventful, but honestly after everything that’s happened, uneventful was exactly what I needed.”

Fluttershy sips her tea with a casual patience, but her eyes are intense and focused. “Uneventful? Hmm. I heard you had a very eventful weekend.”

Alarm bells begin to ring.

They know. Somehow. Twilight plasters a rictus smile on her face as her mind races. For the moment it’s easy to ignore Dash’s hands. Panic helps her focus.

“What do you mean?” she asks with a forced laugh.

Fluttershy shrugs, still smiling.

But—no! Fluttershy and Dash shouldn’t have any casual acquaintances in the Crystal Kingdom. Cadance and Fluttershy don’t correspond. Neither of them have been away long enough to visit. And neither Cadance nor Shining would’ve told them—or anypony. And it’s been less than a week!

It must be gossip. Tabloid garbage. No real details. Somepony heard something, and told somepony else, who told somepony else . . . all the way to Ponyville. Right.

Twilight can’t lie, but maybe can tell part of it and deflect their curiosity.

“W—well,” she stammers. “Cadance and I . . . we were very close growing up. She used to babysit me, you know. She was like a sister. She knows when I need comforting. And, Shining, too, of course. Um . . . We stayed up late the second night, chatting in front of her fireplace, just the three of us, about nothing in particular. Cadance had a nice bottle of red wine—I forget where it’s from, but it was really good. And they’ve got a really, really soft rug. I really have to ask them where they bought it, because the rugs here in town are nothing compared to it. And—”

“Twilight . . . ”

“We kissed!” Twilight blurts out, shutting her eyes. “Cadance and I. Cadance kissed me. We kissed.”

Dash groans into her ear and grinds against Twilight’s body.

“We drank wine and cuddled in front of their fireplace and kissed. She comforted me, and kissed me, and I kissed her back. We made out. While Shining watched.”

It’s embarrassing and shameful to admit it. Probably the last thing she expected to talk about today. Or ever. What they did that night was private. And yet Twilight feels a definite surge of pride bloom through her. It’s one thing to let her friends play with her tits or call her names or bite her neck or shove her face in their bare laps. Loving somepony is serious. Twilight was an adult that night, and did what adults do, with all the risks and fears and wonders that brings.

Now Fluttershy and Dash know she’s an adult, never mind the playing and the teasing. She can be sexy too.

When Twilight opens her eyes Fluttershy is finishing the last of her tea. She smacks her lips and smiles at Twilight. Twilight stares back, daring her to object or complain or accuse Twilight of—of something.

But it’s not one of those smiles. “That sounds lovely, Twilight.”

“Really? You’re not—mad? Or grossed out?”

Fluttershy blinks, then shakes her head. “Oh, of course not. Rainbow and I care about you very much, Twilight. All we want is for you to be happy. Why, you’re practically glowing.”

Dash hugs her closer, holding her up, and hmms into her neck. Even Fluttershy’s kind, understanding smile is supportive. Maybe they do understand.

Then Fluttershy licks her lips, and her smile turns a little more playful. “It’s too bad all you did was kiss. Right, Twilight?”

“Um—”

Dash’s hand—the hand not currently slipping up under the cup of her bra and feeling her bare breast—slips down inside the front of her skirt. Her fingers tease the crease between her hip and her groin and dance over her panties.

Twilight plants her hands on the table for balance and stares at her little tea cup. Sweet Celestia. This isn’t the first time Dash has had her hand in Twilight’s crotch; usually she’s too impatient to bother playing with Twilight’s panties and just yanks them down to start. If Twilight’s wearing pants, she’ll unbutton Twilight’s fly and shove her hand down like she’s reaching for a wallet in her pocket. Sometimes Dash won’t even do anything, instead will just leave her hand there, even if Twilight has to walk around. But it never gets easier, or any less distracting. As much as she hates being seen like this, Dash knows Twilight’s body, and especially her pussy, better than she does. Dash’s fingers spark a tingle up her spine, warm her blood, and send her into a spiral of anticipation and stress. A hand down her pants doesn’t always mean they’ll get her off—and sometimes it means being strung along on the edge for hours and hours, until she is a sweating, whimpering, begging mess.

There’s no way Dash can’t tell how wet she’s getting.

One of these days Twilight will put her foot down and ask Dash to stop. Maybe. Politely, of course; Dash is still her friend, and she doesn’t want to be mean or hurtful. Until then it’s important not to show Dash just how distracting she is, unless she wants today to be one of those days.

“Twilight?” Fluttershy asks.

Twilight looks up, imagines just what Fluttershy is seeing. “Wuh . . . what?” she finally says.

“What happened after you kissed?”

“What do you mean?”

Leaving her cup on the table, Fluttershy steps up beside Twilight and strokes her cheek. “I think, if I had kissed my brother and sister, I would’ve been very confused. Maybe a little scared.” Fluttershy cups Twilight’s face. “Was everything okay?”

“I—I didn’t kiss Shining,” Twilight lies, nuzzling Fluttershy’s hand.

“Sure you did. Cadance kissed you, and then you panicked and babbled about how you were sorry, and then Shining took Cadance’s place to shut you up. It’s so wonderfully you. We’re not mad. It’s sweet. Shining is a wonderful stallion. You’ve met my brother. I would much prefer kissing Shining to him.”

She has met Fluttershy’s brother, Zephyr. There’s no comparison. Shining is strong, not whiny. He’s patient, not pathetic. And he’s proud of her flaws as well as her virtues, even when he shouldn’t be. He wouldn’t want her to hide her feelings.

“I wasn’t confused,” she whispers. “I wasn’t scared. I love them both.”

Fluttershy runs her hand through Twilight’s mane, brushes some hair from her face. “Tell me.”

Twilight nods, glancing at Fluttershy for a moment before focusing on the cup in front of her. If she can pretend Dash isn’t molesting her and groping her and breathing on her neck, then she can certainly pretend Fluttershy isn’t there either.

“Cadance was sitting beside me, and she was hugging me. I was—upset. She held me and told me everything was going to be alright, and I guess we made eye contact, because all of a sudden she was holding my cheeks and kissing me.” Twilight sighs, feeling the tips of her ears heat up. “It was nice. And really gentle. She set me down on the rug and cuddled up next to me and kept kissing me. While Shining was sitting right there! He was watching while Cadance and I made out and—and hugged against one another. When Cadance pulled back I was sure Shining would be so mad, but he just winked at me. I think they planned the whole thing.”

Dash slips her fingers under Twilight’s panties and teases Twilight’s slit.

Twilight gasps and bites her lip. Dash’s hand is warm, her pressure firm and direct. Without forgetting about Twilight’s breast, Dash starts rubbing her pussy, just enough to keep her distracted and make thinking about how her brother fucked her all night long and into the morning a little difficult.

“Um . . . ” she whimpers.

“Oh, just ignore her, dear,” Fluttershy whispers, above the surprisingly noisy, wet sounds from Twilight’s crotch. She grabs Twilight’s hand and strokes her palm. “Keep going.”

Twilight nods. “Uh . . . Cadance and Shining started undressing me, and each other. The fireplace was really hot. We were sweaty and . . . a little drunk. You’re right, Dash—Cadence has really expensive lingerie. And Shining is . . . ” she sighs, smiling a little at the memory. It’s more embarrassing than anything Dash has ever done to her, somehow, but it makes her feel bold, not gross or slutty. “He’s really sexy, too. I had no idea. Especially when he talks with that low voice he gets sometimes. Oh, f—Ha. Um . . . He crawled up behind me and hugged me while Cadance started kissing my neck, and my chest, and . . . and my breast. He watched over my shoulder, whispering to me. Helped me through it when Cadance touched me between my legs, then—then started kissing me there, too. Cadance started eating me out!” she gasps, still shocked that it happened.

“Oh, my,” Fluttershy breathes. “That must have been so exhilarating.”

Twilight nods. It was. Twilight’s been eaten out more times than she can count by these two, but Cadance’s experienced tongue pressed against her with the weight of years and years of warm memories. When Dash does it, it’s crass, and rude, and overly sexual. Never intimate. “Cadance made it so lovely. And wonderful. I could barely breathe. Shining hugged me and held my hand and nuzzled my neck. And when I was about to—to come, he turned my head and kissed me.”

Fluttershy sighs.

Dash curls her index finger and presses inside Twilight’s pussy.

Twilight squeals and slaps the table in shock. She’s so wet there’s almost no resistance, no pull, even as Dash starts sliding her finger in and out.

“Oh, f—fuck!” Twilight squeaks. “Dash!”

“Yo, what’s up, Twilight?” She manages, somehow, to sound affronted. Like Twilight has interrupted her in the middle of brushing her teeth. “Something wrong?” she asks, as she slips another finger inside Twilight’s pussy.

That bitch. She opens her mouth to complain, but then Dash’s fingers touch that spot and the fight evaporates, leaving her helpless in Dash’s arms while she moans like a whore. If there was any doubt in Dash’s mind that Twilight wants this, it’s gone now.

“Did they fuck you?” Fluttershy asks, barely loud enough over the roar in her ears.

“Mmm . . . Ah!” Twilight gasps, squirming. “Did . . . did they fuck me . . . ”

It’s too hard to think. Dash’s fingers stirring up her insides are a poor substitute for Shining’s cock or Cadance’s tongue, but it’s gonna be more than enough. Dash’s fingers are a violation, but they know just where to wiggle and poke and thrust. Twilight squirms, thrusting her rump out, her wings flicking Dash in the face. And Dash doesn’t let up on her breast, either. She squeezes and twists and presses so hard that Twilight knows she’s gonna be red and sore after this. Oh, fuck.

“Twilight.” Fluttershy holds Twilight’s cheeks and stares into her eyes. “Did they fuck you?”

Twilight clenches her eyes shut, ashamed. Of course they did. Shining and Cadance know exactly what Twilight needs, and they love her too much to let things like rules and morals stop them from taking care of her. They kissed her, and fucked her, and made her come, over and over, stopping only long enough to pour more wine and put more wood on the fire. Twilight came and laughed and cried and sang all night long—

And they kissed her. Dash and Fluttershy never kiss her. Oh, she misses them.

Tension coils in her gut, pulling tight and threatening to snap. She’s gonna come. She squeezes her thighs around Dash’s hand and bends forward over the table, trying to hold still. She’s the Realm’s newest Princess. She knows she shouldn’t be doing this. She can’t do this. They’re gonna watch the Realm’s newest and apparently most perverted Princess come, gonna watch her act like a disgusting animal in front of them.

She looks up, her vision swimming as she pants and wobbles. It’s not Fluttershy looming over her, desperate for that last confession. It’s Cadance, eyes blazing, blushing, lips shiny from making out with Twilight. And Shining is behind her, supporting her and kissing her neck while he shoves a massive, wonderful cock as deep inside her as possible, making her cry with joy and pushing her towards a frightening cliff—

Twilight throws her head back, nearly skewering Dash with her horn, and comes with a groan, no longer able to hold off her orgasm in front of them. Her muscles spasm, but the hand on her breast holds her down, and Dash’s body holds her forward. Trapped, but she can’t stop moving and twitching. Her thighs clench around Dash’s hand, trying to keep her in place.

“Ah—Ah! Dash! Dash! Keep—”

Dash’s fingers withdraw—

“No,” she whines, like a desperate whore in heat, and reaches blindly for Dash’s retreating forearm. “No, please, no, don’t do this—”

—leaving a slimy trail of her juices across her inner thigh. Before she knows what’s happening she feels Dash drop to her knees, pull her skirt out of the way, and press her face between Twilight’s buttocks. Her tongue slaps against Twilight’s pussy, hot and wet and wiggling. Too fast, too sensitive! Twilight groans and leans forward, almost crawling onto the table trying to get away, wings straining. Dash holds her hips and buries her tongue inside Twilight’s pussy and eats and eats and eats, and Twilight gasps when another orgasm shoves against her from out of nowhere.

A hand reaches for her chin. Eyes blazing, face blushing, Fluttershy ducks beside her, turns her head to the side, and leans in.

Twilight gasps, tilts her mouth up.

Fluttershy licks Twilight’s cheek. Slobbers right across her face. It’s wet and sloppy and rude and—

Twilight grunts against Fluttershy and comes, low and long.

When her shaking slows to a dull slump, Fluttershy licks away the tears on her cheeks and kisses her forehead. Behind her, Dash presses her face against Twilight’s rump and smears herself with Twilight’s juices.

“Fuck, Twilight,” Dash groans. “I love making you come. It’s like—Bam! Bam!”

“Twilight, dear?” Fluttershy asks, holding Twilight’s shoulder. “Are you okay?”

Panting, Twilight turns her head and rests her cheek on the table as her body twitches and shudders. Only Dash and Fluttershy know how to make her come like that. Nopony else is brave enough to look past her royalty or friendliness and see what she needs.

“Yeah . . . ” she wheezes. “It’s . . . yeah, I’m okay.” It’s an understatement. Responsibilities? New body? Impending awkward family gatherings? Who cares. In the moment, she’s convinced a good orgasm can solve any problem.

She blinks her vision back into focus. Fluttershy and Dash are leaning over her, looking mildly concerned.

“That was . . . that was very good,” she clarifies.

Dash’s face breaks into a huge smile, then quickly puffs up with pride. “Well, of course it was. I’m pretty awesome.”

With their help, Twilight slowly pushes herself up into a standing position, holding the table until the wobbling stops. She can finally get a good look at herself. Her skirt is caught around her knees, and of course her panties are on the floor, around one ankle. Long streaks of saliva and her own juices have coated her inner thighs. Her shirt is still up over her chest, her boobs hanging out under her bra.

Dash and Fluttershy stare at her with heat and need. Dash doesn’t even notice the smear of pussy juices or the stray hairs from Twilight’s tail on her face. She has no shame ogling Twilight’s naked body, even though she’s seen it in various states of undress dozens of times by now. Fluttershy is focused on her face as she trails her fingers up Twilight’s arm, watching the blush and shame and pleasure fight for dominance. Neither of them is naked, of course.

She gulps, then crouches low, reaching for her underwear.

“Wait,” Dash says, grabbing her hand. “Take them off.”

“Let us do it,” Fluttershy breathes, pulling her away from the table. “Please.”

They reach for her clothing, being particularly handsy about it. Dash helps her step out of her panties, strokes her fingers up Twilight’s calf, then pulls her skirt back up around her hips, leaving it in place. Fluttershy pulls Twilight’s shirt up, careful of her wings and pausing when it’s around her face to paw at her breasts, then unclips her bra and tosses it behind them. They grope and rub and pinch until she’s left in nothing but a sticky skirt, which probably won’t be there for very long.

Twilight holds her hands at her hips, trying not to cover herself or appear too embarrassed. It’s nothing they haven’t seen before.

“Twilight,” Fluttershy says, running her hands up and down the inside of her legs. “Are your legs longer?”

“I think so.”

“I knew it,” Dash says. “And I’m pretty sure her butt is bigger, too.” She crouches beside Fluttershy and smooshes her face against Twilight’s ass and sighs. “I love your butt, Twilight. Do you think you could stop wearing pants for a few weeks? Panties, too. Maybe just a tiny skirt. You don’t need to go anywhere. We could do your errands, if you just wanted to stay like this all day.”

Twilight imagines the look of worship on Dash’s face, squeezing her cheeks against Twilight’s cheeks and cooing like a filly with a new stuffed animal on Hearth’s Warming Eve, and can’t help but snort. She sniffs and wipes at her eyes. Not having to be a Princess is very tempting. “So long as nopony else can see.”

Dash taps her chin, then shakes her head. “Naw. Everypony should get to see you.”

Fluttershy threads her fingers through the feathers on one of Twilight’s wings. “I agree. You really are so beautiful, Twilight. Like the Princess we always knew you were.”

Oh, dear. Twilight blinks furiously, a silly smile reaching from ear to ear. She could take or leave the groping, and the name calling, and the threats. And she’s supposed to be above petty concerns like looking pretty. But the chance to forget her insecurities and feel loved is worth it all.

Dash plants a huge, sloppy kiss through her skirt right on her ass, then gives her tail a sharp tug.

Twilight yelps and whirls around, glares at Dash.

Dash stands and smirks. “So. Did you make it?”

“Did I make what?”

Fluttershy stands on her other side. “The potion, dear. That’s why we’re here.”

“Which—Oh,” Twilight says with a gulp.

That potion. The one that Dash and Fluttershy have been hounding her for, once they heard she could make it.

The one that will give one of them a dick.

Author's Note

I've always felt that hooves and chests are inferior to hands and tits. Groping and hugging and feeling somepony up is just awkward on all fours. But I'm not about to try writing EQG or something. Now, with anthro, I can have the best of both worlds!

The next chapter should be posted in a couple weeks. If you think this track slaps, please leave a 💬, even if it's just a few words.