Lingua Phallum

by zepz

Rating: mature
Tags: Sex, Anthro, Slice of Life, My Little Pony: Friendship is Magic, Original Character, Porn, Fetish
Length: 7216

Spring Shoot wakes up one day to discover that her tongue feels strange.

Spring Shoot wakes up one day to discover that her tongue feels strange.

So, of course, she invites her marefriend over to help inspect it.

Pairings & Content warnings: F/F, Cock tongue, pussy mouth, cock growth, pussy growth, cunnilingus (sort of?), messy blowjobs (sort of?), wholesome cuddles.

Published 2021-05-18 00:10:00 UTC
Last updated 2021-05-18 00:10:00 UTC

Chapter 1

Spring Shoot rolled out of bed, and stretched, spreading her arms above her head, and her wings wide. The morning sun reflected off of her feathers, sending sprays of lime-green light through the room, and making her smile.

Her home was a humble, studio apartment in a quiet neighborhood at the edge of Baltimare. It was quiet, inexpensive, and allowed her freedom for morning flights, and plenty of space to think, or go for walks. The shelves were filled with paints, brushes, pencils, pastels, clays, and other art supplies. The walls, in turn, were filled were canvases, all in various states of completion. Client projects, all of them—Spring wasn't conceited enough to keep her own artwork on the walls.

With one important exception—a large canvas took place of pride above the bed. Painted upon it was an abstract swirl of color—half of it lime green, and the other half a gentle cream. An artistic rendition of Spring Shoot and her marefriend, Ivy Trestle, the colors careful reproductions of their coat colors.

She trotted to the bathroom with a spring in her step, her hooves clip-clopping noisily upon the floorboards. She was normally a morning pony, but something had her feeling particularly chipper this morning. She hummed a tuneless melody under her breath as she entered. As she did so, she ran her tongue over her lips and had to suppress a shiver. That felt good. Her tongue felt unusually sensitive this morning. That was strange.

She trotted up to the mirror and stuck her tongue out to inspect it. The tip of it had grown flattened and bulbous, while the rest of it seemed plump and thicker, instead of its normal flat shape. Curiously, as she slid it in and out of her mouth, the sensation of it gliding over her lips grew even more pleasurable. She found her eyes drifting shut and noticed a tingling in her lower regions.

She quickly snapped out of her daze, and inspected her tongue again.

While she'd been running it over her lips, the tip of it had grown, if anything, even thicker and flatter. It almost resembled—she squeaked and blushed. It looked like a dick! A little miniaturized one, but a dick nonetheless.

She rubbed her eyes and... nope, it was still there. She rapidly blinked and looked around.

She pinched herself. Nope, definitely not dreaming. She slid her tongue out of her mouth, and shivered slightly. She could feel her pulse thrumming inside it. It felt like it was still swelling... and it felt good. She gently touched it to the edge of her lips, and gasped. Pleasure washed over her, and she could feel herself getting wetter. Her ears twitched as blood rushed to them, and her tail began swishing, already trying to hike itself up.

She slowly slid her tongue out of her mouth, and gasped. It was now large enough to force her mouth open slightly when extended, and she could still feel it growing. And there was even—yes, she peered into the mirror more closely--yes, a hole at the tip. She wondered if it... "functioned"... like that of a stallion's. It was sensitive!

She tried to retract her tongue into her mouth, but to her shock, embarrassment, and not a little arousal, she found it pushing its way out of her mouth all on its own. It wasn't enough to force her mouth open, but it pressed against her lips, and throbbed there. Even the sensation of sliding it back into her mouth was odd—it almost reminded her of sliding a finger into her vagina.

The thought made her blush and shiver.

It was strangely familiar and unfamiliar all at the same time—she was thrusting something in and out of herself to feel pleasure. But instead of filling herself and stroking sensitive parts of her anatomy around the entrance, now it's the thing doing the thrusting that feels good.

That thought was enough to make her moan quietly.

She was thrusting something in and out of her mouth to make herself feel good. That drove it home for her: this was a dick. Her dick.

Her... girl dick.

The thought sent a wave of arousal through her, and she thrust her new girl dick out of her mouth just in time to see it give a mighty throb. Seeing that aroused her even further. Her girl dick. Her girl dick tongue. It was so unbelievable and so lewd. She couldn't believe it. She just wanted to keep looking at it, and touching it, and thrusting it out of her mouth to watch it throb, and...

She stopped herself. She'd been touching herself and looking at it for several minutes now, and she needed more. More pressure, more stimulation. But where?

The obvious answer presented itself to her.

She retreated to her bed, and scrabbled at her nightstand for some spare markers and paper. Struggling to focus through the arousal throbbing through her new cock-tongue and the pulsing between her legs, she scribbled out a short message in large, block letters.

She scrambled over the window next to the bed, trying—and mostly failing—to run the cock-tongue against the soft flesh on the inside of her mouth. She slid the window open, and grabbed a pebble from a little pile she kept on the sill for exactly this purpose, then flung it at the window of the apartment adjacent to hers.

It took several pebbles to accomplish the job. Finally, she spotted a figure on the other side of the window moving toward it, then it opened and a cream-colored unicorn mare with a dark blue mane poked her head out, and tilted her head quizzically. Her marefriend, Ivy Trestle.

Their apartments both on the second floor of their respective buildings, but were separated by a decorate grassy strip and several planters down at the ground level. They were a bit too far away from each other to converse without shouting.

That window was actually how they'd met in the first place. Ivy had left her window open one night while she was changing, and Spring had been caught staring when she'd noticed. Instead of being outraged, Ivy had met her eye, winked, and sauntered away with an extra sway in her step. Spring had blushed madly and spun away, but the next day, worked up the courage to knock on Ivy's door and ask her on a date. Ivy had confessed to leaving her window open on purpose to "catch the eye of that cute filly across the way".

The date had gone well, obviously.

Now that she had caught Ivy's attention, Spring held up her improvised sign.

SOMETHING
WEIRD
& SEXY
COME OVER

Ivy's expression twisted into confusion, with some interest. After a moment, she shrugged, retreated, and closed the window. Spring Shoot sighed—and shivered, as even that was enough to stimulate her new organ—and began sat down on the bed, fidgeting. She had a nervous habit of running her tongue over her lips which was not helping her current predicament.

The wait for her to arrive was torturous. Between the aforementioned stimulation, Spring found that her hand kept drifting between her legs and idly rubbing herself through her shorts before she noticed and yanked it away. She was afraid to finish before her marefriend arrived. What if her new cock-tongue vanished? That wouldn't be any fun at all!

After an interminable wait, she heard a knock at the door, and froze. She hadn't put any thought into what to do once Ivy arrived. There was no way she could hide what had happened once Ivy got a look at her face... she looked like she had a mouth full of something, and she couldn't talk very well. Maybe if she just kept her head down and didn't make eye contact...?

"Hey Springs, open up!" came Ivy's voice from outside the door.

Giving a little stomp of frustration, Spring trotted over to the door, and opened it slightly, leaving it ajar before retreating to her bed and turning her head away from the door. There was a gentle click as the door opened, then shut, and then the squeak of the floorboards as her marefriend walked into the room.

The bed shifted, and creaked as a second pony's weight settled atop it. "Hey, are you all right? Come on, look at me," Ivy said, voice suddenly concerned.

Spring Shoot turned slightly and realized she was going to have to do this with gestures. She turned and held up a finger. 'One moment,' it signaled. She covered her mouth with one hand and turned to Ivy Trestle, then nodded. 'Okay.'

"So... what, is this like a game of twenty questions?"

She bobbed her head from side to side and shrugged, then nodded. 'Sort of.'

"What's with the hand on your crotch? Is something going on there?"

She blushed and glanced down at her traitorous hand before yanking it away. She looked up, and gave a quick nod, then shook her head, then bobbed it from side to side again. 'Sort of.' She pointed at her mouth.

"Something to do with your mouth? You said it was weird and... sexy?" Ivy frowned, ears flicking in agitation.

Spring nod.

"Can you just... show me?"

Spring turned away for a moment, embarrassed.

Then, Spring took a deep breath, doing her best to ignore the thrill of pleasure it sent through her sensitive tongue, and moved her hand away from her mouth and opened it wide. She stuck her tongue out as far as it could go, and gave a nervous little smile.

"Well, that's a new look for you," Ivy teased, with one eyebrow raised.

Spring swatted at Ivy and laughed, which ended in a moan as the vibrations sent a pleasurable thrill through her cock-tongue.

"So," Ivy said, "your tongue turned into a dick?"

Spring nodded.

"Cool!"

Spring raised an eyebrow. 'Cool?'

"Yeah, like, you could go around kissing girls." Ivy winked and gave Spring a lecherous grin. "That's what you do when you like them, right?"

The cock-tongue throbbed and pushed at Spring's lips at the idea of kissing someone with it.

'Maybe...' she thought to herself. 'Maybe I could try it.' She turned to her marefriend and stared at her meaningfully.

Ivy bit her lip. "Do you... wanna kiss me with it?" she asked, and Spring could hear the quaver of excitement in her voice.

Speaking around the throbbing cock tongue filling her mouth wasn't really an option, so Spring just nodded eagerly. The two mares leaned forward, and Spring's tongue slid over Ivy's lips. As the two kissed, a powerful wave of heat and adrenaline swept through Spring's body.

She slowly slid her cock-tongue into Ivy's mouth, groaning at the sensation of first her lips, then Ivy's lips caressing it. The two of them gently slid their tongues together, and the room was filled with the sound of wet flesh, lips smacking and muffled moans.

Ivy swirled her tongue around Spring's cock-tongue and a wave of some of the most intense pleasure Spring had ever felt roared through her. She moaned out, and the sound came out as a wet squelching noise. Her tongue throbbed once, twice, and then the most incredible sensation of pressure traveled through it. Pressure, pleasure, and release all in one. She groaned into Ivy's mouth as her cock-tongue experienced its first orgasm. Her whole body tenses up as the pleasure ran through her, and before she knew it, she'd flooded the depths of her marefriend's throat with her thick, white essence.

Ivy's cheeks ballooned out, trying to contain the sudden stream of cum from Spring's tongue. It spilled out the sides of her mouth, dripping down her chin and onto her shirt. By the time the two broke their kiss, Ivy's face and upper chest were covered in seed, and she looked absolutely delighted by it.

"That was..." She panted, staring at Spring with a dazed expression.

Spring laughed and nodded eagerly. She snatched a handful of tissues from the drawer in her nightstand, and sheepishly handed them to Ivy.

After a moment to finish swallowing, and cleaning her face, Ivy turned to her marefriend and let out a delighted laugh. "It's still hard!" She said, genuinely surprised. "We might need to spend more time with it to see if it'll go down."

"Mmph? Mmf fm fmm!" Spring attempted to say in reply.

Ivy smiled and leaned in, gently placing her lips over Spring's cock-tongue, and kissing it softly. Her lips moved carefully, running over the sensitive flesh.

Spring squeaked, and extended her cock-tongue further.

Ivy giggled and ran her tongue back and forth over the tip of Spring's cock-tongue, tracing her wet flesh around it.

"Mmphy, plff!" Ivy, please! Spring attempted to speak around the thick cock filling her mouth, but it was hopeless.

Ivy smiled and shook her head, gently running the edge of her tongue along the ridge of the cock-tongue's flare.

Then, she pushed Spring onto her back, stood up, and hooked her thumbs into the waistband of her pants. "This is gonna be the hottest sixty-nine ever," she giggled, eagerly shucking off her pants and underwear in one smooth motion. She cocked her hip, juicy cunt glistening in the warm morning light that washed over it.

Spring stared at her dumbly for a moment, her cock-tongue jutting out of her mouth and throbbing needily. "Well?" Ivy giggled, "Gonna take your pants off?"

In response, Spring nodded eagerly and started yanking at her pants, but Ivy snickered and slapped her hands away. "Let me take care of that. You're clearly overcome, you beast." She slid her hands up the sides of Spring's legs, taking a detour around the inside of her thighs, then stopped at her waist. Then, with no further fanfare, she slid her fingers under the waistband of Spring's pajama pants and yanked them off.

She then turned to face away from Spring, then swung a leg over her marefriend's face, and Spring's universe was filled with Ivy's dripping slit. Ivy settled her weight and shifted from side to side, working the pegasus' muzzle into her cleft. In response, Spring slowly slid her cock-tongue inside the hot, wet tunnel, prompting a long, low moan from the unicorn.

The two lovers settled into a gentle rhythm. Ivy rolled her hips against Spring's face, while Spring shivered with delight at the strange new sensations, and slowly slid her cock-tongue in and out of her partner. Unable to see, Spring settled for touch, and slowly ran her hands up her marefriend's thighs, up her belly, around her sides, and up to her breasts.

After a minute or two of being ridden, Spring felt the other mare shift her weight forward. Then suddenly, gentle nibbling sensations at the edge of her pussy sent a thrill of pleasure up her spine. She lurched upward and moaned into Ivy's cleft, the vibration further stimulating Spring's cock-tongue. She jerked and writhed in pleasure as her mouth engulfed Ivy's cunt, sucking at her clitoris and kneading her lips.

Spring reached her arms up and wrapped them around Ivy's thighs, holding her in place she pushed her tongue as far into Ivy's cunt as it could go, penetrating her entirely. She was literally tonguefucking her marefriend. The thought sent another shiver of arousal through her, in combination with the sparks of pleasure traveling from her pussy as a result of Ivy's ministrations.

Ivy's weight pressed further down onto Spring's face as she began bucking more vigorously against the pegasus, riding the cock-tongue to the tune of lewd slurping and squelching sounds. "Oh, dang, yeah," the unicorn groaned before redoubling her efforts at eating out her marefriend.

A long, ecstatic moan escaped Spring's lips, sending vibrations through Ivy's cunt. She tensed her thighs and clenched her hands over Ivy's breasts.

"Dang," Ivy chuckled breathily. "You really like me riding that dicktongue, don’t you?"

Spring was in heaven. Ivy's pussy was her entire world, cock-tongue pumping in and out as it spasmed around her length. All while firecrackers of pleasure raced up her spine from the increasingly-erratic servicing of her pussy. She let out a long, low moan into Ivy's cunt, and bucked her hips upward, chasing after the pleasure that she was being given.

"You like that?" Ivy asked, breathing heavily across Spring's pussy. "You like it when I grind my hips like that?" she asked, sliding up and down Spring's cock-tongue, bucking her hips in a slow, steady rhythm. She gasped as a particularly eager thrust

"Mmmm..." Spring moaned. Her tongue began to pulse, and the sensation of pressure begin to build up the back of it again. She redoubled the speed of her thrusting, as the pressure kept building, and the tip of her cock-tongue began flaring, preparing to anchor itself deep inside her marefriend. "Mmmm!"

Then, a surprise swipe from Ivy's tongue sent a bolt of lightning straight Spring's clit to her brain, and she arched her back and screamed. The vibrations through her cock-tongue, combined with the sudden pleasure from her pussy finally pushed her over the edge, and she came from both ends.

Her tongue exploded in a gush of seed, squirting into the unicorn's pussy. As it did, Ivy ground her cunt into her marefriend's face. Spring let out a muffled scream as her pussy clamped down on Ivy's tongue and spasmed wildly. She arched her back, incidentally forcing her pulsing cock-tongue deeper into Ivy's snatch.

"Oh, fuck, darlin', don't stop!" Ivy screamed.

Ivy slid her tongue out of Spring's pussy, and began suckling on the pegasus' clit as Spring thrashed and came beneath her. Then, Spring felt a sudden gush of warm fluid splatter her muzzle as Ivy's pussy convulsed around her still-cumming cock-tongue. Ivy reached both hands back and pulled the pegasus' head tight against her snatch, grinding down as they both squirmed and gasped and came.

Spring kept her cock-tongue buried deep inside Ivy until it finished pulsing. Finally, it fired one last spurt into Ivy, and she withdrew her cock-tongue, gasping for breath, muzzle soaked in juices. Her cock-tongue was so sensitive, she couldn't keep it in her mouth. Instead, she left it hanging from her lips like the world's most erotic lollipop, and allowed it to drizzle juices into the valley of her cleavage. She lay back and basked in the sensation of her pussy fluttering, still clenching through the aftershocks of its orgasm.

Ivy slumped forward, landing atop Spring, granting her a front row seat to Ivy's pussy as it continued clenching with aftershocks, and oozing a thick river of cum. The musk of sex and arousal perfumed the air and Spring eagerly breathed it in, the scent triggering a wave of post-orgasmic bliss.

Spring clung to Ivy, spent. She'd never felt as good as she did in this moment. Spring's tongue slowly deflated in her mouth. It oozed cum as it did so, filling her mouth with a salty, musky flavor, adding to the flavor Ivy's pussy had left behind.

After a few minutes, Ivy finally rolled off of Spring, turned around and crawled onto the pegasus' shoulder and curled up against her. "That was..." she said, at a loss for words.

"Amazing," Ivy finished, smiling.

The two cuddled for a while, basking in the afterglow,

After a moment, Ivy started. "Oh! You can talk again! Is your tongue dick gone?"

"Yes, thank heavens," Spring replied, snickering.

Ivy laughs. "Well, it sure was fun! How did it feel?"

Spring brought a finger to her chin, and considered for a moment. "Extremely strange, but very very good. I kind of hope it comes back... "

"Well, if it does, you let me know," Ivy smiled. She paused again, long enough for Spring to grow concerned.

"What is it?" she asked.

"Well..." Ivy began, "that was my first time. With a dick, I mean. I've done other things, used toys... but actual penis-in-vagina penetration has been off the table for me. For obvious reasons. Boys. Ick." She made a face.

Spring blushed profusely. "Really? You didn't even fool around when you were younger?"

"Nope. That was my first time. Definitely the best time, though."

Spring smiled, and kissed Ivy on the lips. "I love you," she said.

A comfortable silence fell over the two mares. The sun had moved in the sky, and a thin strip of sunlight fell across their intertwined legs. A gentle breeze toyed with the curtains, and carried the scents of a burgeoning spring through the window. Spring idly rubbed her cheek against the soft velvet covering Ivy's horn, and let out a happy sigh.

"You know," Ivy said, suddenly, "I wonder. If you still had the tongue dick, what if you were at like a fancy dinner party and got turned on? Would you just start flashing your dick at everyone whenever you took a bite? Or maybe, when it came time to give a speech or whatever, you'd whip it out and start pleasuring yourself on the podium? She bit her lip and squirmed. "God, that'd be so hot. Can you imagine the look on everyone's faces when you just start pumping a huge throbbing cock out at them from between your lips?"

"I assume they'd be shocked," Spring said.

Spring traced a finger down Ivy's body, pausing to lightly touch the slit on her pussy. Ivy closed her legs together, trapping Spring's hand between them. She began rolling her hips against Spring's trapped hand, letting out little sighs of pleasure. "I don't even really like dicks and I think it's hot. It'd be so public, and impossible to hide. Can you imagine whaf fwould haffef... fwuh?" She stopped speaking, puzzled, and went cross-eyed looking at her own muzzle.

"What is it?" Spring asked.

Ivy put a finger to her lips and pointed past Spring. Spring turned her head around to look, but she saw nothing out of place. The next thing she knew, she was being pushed down, and Ivy was pulling her thighs up, raising her ass into the air.

"Fufrife!" she crowed, voice muffled by something. Then Spring felt Ivy give her pussy a kiss before something hot and hard slide inside. Spring was still so wet from earlier that there was no resistance.

"Ivy!" she gasped. "Oh, goodness! Did... did you grow one too?"

Ivy answered by pushing her huge, blood-engorged dick push deep inside, filling Spring up completely. Spring clutched at the covers, and writhed against the bed, dragging her suddenly-stiff nipples against the rough fabric. She moaned, long and loud. She'd always been a screamer, and Ivy had always known exactly how to get them out of her.

Ivy began thrusting, slowly at first. Each thrust was precise and powerful, designed to hit all the right spots. Spring moaned in ecstasy, then rolled over so she could watch Ivy fucking her with her new cock-tongue. The sensation of her pussy twisting around the thrusting cock-tongue was enough to send another shiver up Spring's spine. When she finally beheld her marefriend, Ivy was a vision of lust: her eyes were glazed over and unfocused, and her face was contorted in a look of bestial hunger.

Spring spent a moment just watching as Ivy's cock plunged deep into her, again and again. Each thrust came faster than the last, and she had to gasp for breath between them. Spring felt her tongue beginning to swell in her mouth again as her arousal grew. It seemed that her little friend hadn't vanished after all.

She gave a muffled moan as her cock-tongue began to peek between her lips. She could barely think straight, between the pleasure of Ivy's thrusting and the engorgement of her cock-tongue.

Ivy's pace increased until she was going as fast as she could, cock-tongue rocketing in and out of her mouth, head bobbing back and forth like a woodpecker.

Inspired by Ivy's early pondering, Spring began thrusting her cock-tongue in and out of her mouth, face-fucking herself in reverse. She locked eyes with Ivy while thrusting her dick between her own lips.

Ivy paused in her vigorous thrusting for a moment, to watch. Then, she pulled Spring's thighs up higher, changing the angle of her penetration, before resuming her earlier activities at an even faster pace. Spring could feel her dick sliding along the walls inside her, stimulating parts of her that no toy or... "traditional" cock ever could.

Spring could feel the swelling of Ivy's cockhead inside as it began to flare. It reaching deeper into her than anything else ever had. The sensation of fullness redoubled as Ivy's cock-tongue pulsed enormously stretching her wider than ever before. She screamed in ecstasy, feeling her swollen member bounce free from her lips. She grabbed it and begin stroking it furiously while thrusting it between her lips, messy strings of pre-cum flying everywhere.

Spring looked down and locked eyes with Ivy. Ivy's pupils were blown, and as she met Spring's gaze, her entire body convulsed, and she began shuddering helplessly and emanating a muffled squeal. Spring felt streams of molten warmth fill her cleft as Ivy's cock-tongue pulsed endlessly inside, filling her fuller and fuller. Spring gasps as Ivy's dick throbbed within her depths, the flare at full extension, plugging her up and preventing any of the hot cream from escaping.

It was too much. Spring gave a muffled scream as she came from her cock-tongue, painting Ivy's face and mane with steam after stream of gooey whiteness. After an eternity of throbbing pleasure, the wave of ecstasy passed, and Spring drew a shuddering breath. A final few squirts dribbled out, painting her breasts with streaks of white.

Spring convulsed as Ivy slid her tongue free, allowing a torrent of cream to escape from her well-serviced hole.

Ivy collapsed on the bed, her dick slowly shrinking and retracting into her mouth. Spring slid down next to her, head resting against Ivy's chest as she felt the rise and fall of her marefriend's labored breathing. She wiped her brow and sighed happily, smiling as Ivy's fingertips gently traced patterns through her hair.

Eventually, Spring broke the silence. "That was unbelievably hot. "

"You were super hot," Ivy replied, planting a kiss on Spring's forehead. "Want to do it again later?"

"Sweet princess, yes." Spring yawned and snuggled against her marefriend's shoulder. "Best place in the entire world," she murmured, the exhaustion and post-coital glow rapidly sending her into a peaceful slumber.

Spring Shoot awakened slowly, dreamily. She was a little sore in the best way, and every muscle was filled with a pleasantly leaden feeling. The sun lines of sun had all but vanished from the room, indicating that some time had passed, but no more than a few hours.

She stretched, sliding her palms up and down her legs, relishing the feeling of her limbs filling with blood again. She still felt the tingles of pleasure from earlier, the memory of the many times she and Ivy had pleasured each other playing through her mind.

She carefully slid out of bed, leaving her slumbering lover sprawled where she lay. Ivy was facedown in bed, mane fanned out around her head, dead to the world. Spring stood and stretched again, arching her back and reaching her arms above her head until she felt a pop. Feeling good, Spring did her best to muffle her hoofsteps as she made her way to the bathroom.

After she finished her business, she turned the mirror, leaned forward, and stuck her tongue out. Back to its normal, flat self, it seemed. She stared at it a moment longer, then prodded it with a finger. No reaction. She shrugged.

Although... as she slid her tongue back inside her mouth, the sensation gave her pause. She opened her mouth wider. While her tongue appeared to have returned to returned to normal, something about her mouth appeared strange now. Even as she leaned closer, she could see—and now feel—changes to it. Her lips were puckering up involuntarily, all while her mouth grew simultaneously narrower and taller. A fleshy hood formed atop the point where her two lips now met—just at the point where the underside of her snout met her face. A small protrusion formed inside the hood, and her tongue flicked out to explore it. An explosion of sensation nearly made her knees buckle and she gasped. In a flash, she realized what had happened. She had a pussy mouth!

And... she was thirsty. Really thirsty. Like, the most parched she'd ever been in her life. Her tongue roamed across her new set of pussy lips, and she shuddered in pleasure.

She left the bathroom, and surveyed the nude Ivy still sprawled on the bed. After a moment's thought, she gave wicked grin, which was a bit difficult with her lips' new configuration, and felt both weird and good at the same time. She crawled onto the bed and began to run her hands along Ivy's body.

The unicorn stirred and gave a soft moan. Driven by her thirst, Spring sought out Ivy's mouth, and kissed her deeply. The sensation of Ivy's lips on her... facial labia, she supposed? was enough to drive her crazy, on top of the little sparks of pleasure she felt every time she brushed her tongue against her new clit.

Ivy stirred more, and soon reciprocated, kissing back with some enthusiasm. After a moment of thorough tongue-wrestling, she sat up, panting, and pushed Spring away slightly to get a good look at her. "Oh... oh wow. First dick tongues, and now cunt mouths. Oh... today is so weird buf fo hof." Her speech was already being muffled by her rapidly-swelling cock tongue. A quizzical expression crossed her face for a moment. "No teef?"

"Nope!" Spring admitted, opening her newly-configured mouth wide and lolling her tongue out. The motion generates a lewd squelching noise, and Spring fought down a blush.

She a bit surprised at how easy she found speech with her mouth like this. It was curious that her teeth appeared to have vanished, but somehow, she completely certain that when they were done having fun, her mouth would transform back to normal. Perhaps whatever wild magic was doing this was simply reassuring her that this was all in good fun...

She smiled and kissed Ivy again, then began to work her way down the unicorn's body, kissing and licking. It's only a moment before she found her pussy, and began working it with her tongue.

It was a strange, familiar sensation--the two of them had scissored before, but it had always been a slightly awkward position. Now, she was free to press pussy directly against pussy with no difficult contortions, and gently circle Ivy's swelling clit with her own. It was an unbelievably intimate sensation, and she could feel the puffy lips upon her face swelling and growing wetter. The muscles within her mouth pussy clenched, and she felt her new clitoris gently wink out, causing a little dribble of nectar to ooze out. Her thirst intensified.

Ivy began to buck her hips against Spring's face, and Spring began to suckle on her clit gently, flicking it with her tongue.

Ivy's juices tasted excruciatingly good—like literal heavenly nectar. It was then that she realized her thirst was not for water, and that she could slake it by lapping at Ivy's pussy, or probably by swallowing her cock tongue. Which—she looked up—was already so hard it was poking out between her lips. Spring giggled. It's kind of cute. She allowed her gaze to wander further up Ivy's face. Her cheeks were rosy, and her eyes were scrunched up as she concentrated on not coming too soon.

Spring stopped, and traveled back up to her lover's face, planting messy kisses along her body the whole way up. She locked lips with her once again, and Ivy eagerly began running her cock-tongue along the inside of Spring's mouth. She immediately stiffened as she did so, and moaned long and low into Spring's mouth, the vibrations sending shocks of pleasure through both mares. As Ivy ground into Spring's pussy, Spring felt her cock-tongue already beginning to flare, when suddenly--pop!

Spring pulled free of her cock-tongue, and flashed Ivy an expression full of mischief. Ivy whined for a moment, cock hanging out of her mouth and oozing precum before Spring swooped forward and swallowed it down her pussy mouth. Before she could get comfortable thrust again, Spring clamped her muscles down around it and slowly drew back. Rather than simply slide off her cock-tongue, the grip pulls Ivy's cock tongue all the way out of her mouth, until it's at full extension. Only then does Spring's mouth pussy begin to glide over Ivy's cock-tongue. Ivy shuddered as Spring pulled away, then froze as the pegasus grabbed the cock-tongue with one hand.

A look of fear mingled with arousal flashed across her face, before Spring began sinking onto Ivy's cock-tongue into her mouth once more. Spring began rippling the muscles that now seemed to run the length of her mouth and throat around the cock-tongue, and watched as Ivy's eyes rolled into the back of her head. One of Spring's hands drifted down to Ivy's rear and cupped one side of it while the other hand planted itself firmly on the back of her head. Then, Spring twisted her fingers into Ivy's mane and began forcibly pistoning the unicorn's head back and forth, forcing her Ivy to facefuck her. Spring assaulted her senses and body with sensation overload; it was all Ivy could do to weakly paw at Spring's back as she used the entirety of her throat, lips, and tongue to caress and pleasure Ivy's cock-tongue.

A wicked thought crossed Spring's mind, and she grinned—such as she could—around Ivy's cock-tongue, and was forced to hunch over with pleasure for a moment as the motion forced her mouth pussy to ripple around Ivy's cock-tongue. Her new clit winked once, twice, thrice, in rapid succession, sending a firecracker of pleasure through her mind each time. Once she had recovered, she moved her hand from the back of Ivy's head (prompting a dazed whine from the unicorn), moved her to the front of Ivy's head, then slowly wrapped her hand around the unicorn's horn, one finger at a time.

Ivy's eyes went cross-eyed as Spring enfolded her hand around the hard keratin of her horn and her soft fingers stimulated the mana channels hidden just underneath it. Normally, this would have felt like little more than a dull tickle, but when a unicorn was engaged in strenuous magic casting or physical activity, the horn was fed an extra supply of both mana and blood flow, increasing its magic precision considerably.

As well as its sensitivity.

As Spring began stroking Ivy's horn, Ivy's eyes rolled up into the back of her mouth, and the flare of her cock-tongue throbbed and grew wider.

Then, on a downstroke, Spring abruptly pushed Ivy's head away, dragging her mouth pussy along the length of Ivy's cock-tongue. Then, she pulled the pleasure-stunned unicorn back toward her again, filling her mouth pussy full of Ivy's thick cock tongue, and ending with an upstroke on her horn once she's hilted deep inside.

Spring continued this tour de force of stimulation for several long moments, drawing increasingly-urgent and lusty moans out of Ivy. Finally, Ivy's cock-tongue throbbed even larger, forcing her lips wide. Spring began slamming her face against Ivy's cock-tongue, straining around the enormous flare filling her mouth pussy, eager to finally drink her fill, and teetering on the edge of an orgasm from the stimulation brought on by her mouth pussy.

Finally, Ivy groaned, and her cock-tongue gave a mighty throb. Its head flared wide, plugging Spring's throat full of cock. In response, her mouth pussy clenched down, HARD, rippling against Ivy's cock-tongue, attempting to forcibly milk it. Fluid squirted out between the junction of cock-tongue and mouth pussy as Spring orgasmed and sprayed femcum all over Ivy's face. Meanwhile, Ivy's cock-tongue sprayed jet after jet of hot, fulfilling spunk into Spring's unusually-placed cleft, finally banishing her thirst in a tidal wave of pleasure. Spring continued weakly continue milking Ivy's cock of every drop she could, swallowing soothing mouthfuls of her delicious seed.

After that explosion of pleasure, both mares slumped down onto the bed, a tangle of limbs and sticky fluids. Spring slid her mouth free, and weakly smiled at Ivy.

Ivy sat up, and looked down at Spring, and a look of lust filled her eyes. Her cock-tongue was still hanging out of her mouth, and already rapidly reinflating. She made a strange motion with it, then shuddered--it seemed like she was trying to lick her lips, but just succeeded in dragging her oversensitive head against her soft lips. She held up a finger. 'One minute.'

She disappeared into Spring's closet for a moment, then emerged after a moment, buckling something around her waist. Once it was secure, she bent over, granting Spring a lovely view of her soaking-wet thighs, then straightened up holding a large, bright pink double-ended dildo. She slid half of it into herself, gasping as she did so, then secured it to the strap-on.

Now phallic at either end, she approached the bed, and leapt atop it, landing on all fours, her arms to either side of Spring's head.

Spring spent a moment staring up at her marefriend silhouetted in the late morning sun, throbbing hard cock poking out from between her lips, and a colorful synthetic cock to match between her legs. Lust and desire filled her eyes, and she was panting—almost snorting, really—through her nose with a feral intensity as she stared down at Spring. Both of Spring's clits winked in tandem, and she shuddered as a spray of juices erupted from both her mouth and between her legs.

Then, Ivy struck.

First, she filled the pussy between Spring's legs with the strap-on--a familiar sensation for the two of them, and one Spring eagerly bucked her hips into. While her mouth had received satisfaction from their earlier fucking, the hole between her legs had been feeling sadly neglected.

Then, once she was anchored inside, her head darted toward Spring's, and she initiated the world's sloppiest, lewdest makeout session. She thrust her cock-tongue into Spring's mouth pussy, and Spring couldn't decide what to thrust into her--hips or head. The sloppy sound of wet, messy kissing is punctuated by the occasional squelching noises as one of Ivy's cocks filled one of Spring's holes.

Now more aware of herself and Spring's new anatomy, Ivy wasted no time in subjugating Spring with pleasure. She thrust her cock-tongue in and out of Spring's mouth pussy, using its unusual dexterity to pleasure Spring from every angle. Simultaneously, Ivy worked her upper lip over the throbbing nub of Spring's clit at the peak of her mouth pussy.

Ivy's eyes glazed over and her ears flopped as she concentrated. Spring kept suckling at her tongue, enjoying the sweet taste of her arousal and their shared saliva. Spring reached a hand down to rub at her clit, and Ivy quickly intercepted it, pinning it down to the bed with her spare hand.

Instead, she thrust her hips against Spring even harder, and moved her other hand to Spring's lower clit and began circling it with her thumb. Spring could feel her own pulse in her wrist, pounding against the rough grip Ivy had captured her in, and she writhed in pleasure from every angle. She didn't know where one sensation ended and the other began. Pleasure juice ran from her mouth and down her chin to pool in the valley of her heaving breasts, and down her thighs and onto the sheets.

It was too much. She was going to come from everywhere.

Finally, with one titantic, full-body thrust from Ivy, every muscle in Spring's body locked up. Then, the cataclysmic power of two simultaneous orgasms ripped through her body. Juices squirted from both her pussies, liberally coating Ivy's thighs, the strap-on, and Ivy's lower belly, in addition to her entire face from ear-tips to chin.

Immediately after the first wave of pleasure finished tearing through her, she felt a splash of fluid against her thighs, and Ivy's cock-tongue throbbed once inside her still-rippling mouth pussy. Then, it unloaded jet after jet of creamy seed down her throat. The sensation triggered a second, weaker orgasm from her mouth pussy, and she bucked her face against Ivy's wildly for a moment, before collapsing to the bed, utterly spent.

"Oh, fuck," Spring sighed, as Ivy pulled both cocks out of her. Her mind was a blissful whiteout of pleasure. She lay on the bed, staring straight up at the ceiling, every muscle feeling limp and distant, tremors of pleasure occasionally washing through her body in great waves of sensation. She simply lay back and allowed the current to carry her where it would.

Ivy rolled off her and slumped to the side, panting heavily. "Springs?" she said at length. Her tongue had apparently returned to normal.

Spring Shoot didn't move, and it took her a long moment to response. "...yes, Ivy Trestle?"

"I'm real glad I flashed you through my window all those months ago."

Spring probed at her lips with her tongue. Back to normal, it seemed (teeth and all!), but they were still unusually sensitive. A lingering side effect, probably. "And why is that?"

Ivy snickered. "Not many mares who'd have their tongue turn into a dick and the first thing they think is 'I'ma rock my girl's world with this'." She reached down, unsnapped a buckle, and dragged the strap-on off her waist, dropping it unceremoniously off the side of the bed.

With a titanic effort, Spring Shoot rolled over, and spooned up against Ivy Trestle's side. "And there are not many marefriends who would be willing to put their faith in their girl who had suddenly grown a cock-tongue." She stared into Ivy's eyes, adoration shining bright.

Ivy gave a tired smile in return. "Yeah, I guess we're quite a pair, huh?"

Spring's expression grew intense, but no less elated. "You're so special to me," she whispered. "You're amazing. I love you so much."

Ivy ran a finger down the line of Spring's jaw. "I love you too, you crazy, sexy thing. You know that, right?"

Spring made a happy sound and burrowed her face into Ivy's shoulder. "You make me so happy." She sighed happily as Ivy wrapped her arms around her. A wave of satisfaction and exhaustion swept through her, and she yawned. She allowed her eyes to slowly slide shut. "Just going to nap for a bit... hold me?"

Ivy stroked her marefriend's mane and smiled, allowing her own eyes to slide shut. "Always."

Author's Note

Just a bit of mindless, wholesome, weird smut.

This was a bit of an unusual writing experience. I spent some time playing around with AI Dungeon, then realized I somehow had something that could be turned into pony pretty easily.
Several hours of cleanup, tense changing and PoV changing, and here we are.

Let me know if you spot any tense errors or typos! A few always slip through.