Hot humidity floated in the warmth of the afternoon air as Rainbow Dash and Soarin trekked through the flora of the Everfree Forest. Both pegasi walked side by side, wings folded neatly at their backs while their feet dug into the earth. Hooves eat up the earth in the ground like heavy grazers going for the entirety of their vegetation. It didn't fare much better for their attire, for they already hosted light patches of sweat, making them cling to the athletic bodies of their owners to their discomfort. Completing their tired appearances were their manes, both looking slightly damp despite still carrying the vibrant colors that marked their youth.

“Flames of Celestia! It’s so damn hot out here!” Rainbow Dash groaned loudly after nearly half an hour of silence. “I can’t believe it’s this hot inside of the Everfree of all places! I knew that it would be bad, but this just sucks!”

“Well, it is the summertime babe. The air is bound to be like this in later times of the year,” Soarin said with a chuckle at his marefriend’s complaining. “I can understand you being upset, but it’s not like the weather team can do much about it.”

Rainbow rounded on her fellow pegasus. “I get that, but I’m not talking about the Everfree, not the weather team! I don’t remember it being this hot when I, Twi, and everyone else came in here to fight Nightmare Moon! At least not when leaving! I barely even felt it by the time we made it back to Ponyville!”

“Probably because it wasn’t exactly daytime when the six of you went there?” Plus, with what happened, the Ponyville Weather Team wasn’t in the best position to make the air warmer so…” Soarin guessed knowingly.

“...Oh yeah. I keep forgetting about that. Princess Celestia didn’t raise the sun yet to start the Summer Sun Celebration,” Rainbow muttered with a slump as her irritation cooled a bit. “Jeez, I’m such a forgetful idiot.”

Another chuckle left Soarin as he draped an arm around his marefriend’s neck, using his hand to ruffle the now embarrassed mare’s mane. “Don’t sweat it, Dash! It’s not gonna be too much longer before we can leave. We’ll be able to experience a different kind of heat in a better way. I know you’ll find it great! Or did you already forget that too?”

The excitement in the form of a smirk formed on Rainbow’s lips as she eyed her coltfriend, feeling a tingle go down her back. Over the past months since the Ponyville Changeling Invasion and Pillar Revival, she and Soarin’ ramped up their relationship to being teammates and friends, to a brand new equestrian couple. It came off as no surprise since Dash and Soarin’ shared many similarities while at the same time sharing differences. Soarin’ is more laid back and sensible while Dash was more adventurous and daring. Surprises did come in the form of how long it took for them to become one since there didn't seem to be any sign that either had any feelings for each other. Congratulations and wishes for good luck were still given to them, and many wished them luck and success in their brand-new relationship. For the most part, all was going well and it seemed they were content with how things were going.

Except for one aspect.

Since they first began dating, Rainbow Dash and Soarin wanted to come to the conclusion of taking their relationship to the next level. The next level was more physically intimate with one another, only it wasn't going as well as they hoped. Each time they did go all the way, they felt like something was off. An aspect of their sex life that was keeping them from enjoying it more than they ought to. Alternative ways were attempted to spice up the sex life, but each of them felt short or made it feel like they were messing up even more.

Pegging was the first attempt, but it left Soarin and Rainbow Dash feeling rather out of place, the former especially. Since he was nowhere near used to having something in his butt. What came next was bondage, and while there was slightly more success, Dash and Soarin agreed they didn't like it as much as they thought. Desperation was soon reached and Soarin decided to seek outside help in the form of the Soothsayer Zecora. Neither knew how much their potion-loving zebra would be able to help, but no more options could be thought up. All they could do was hope that it ended well with little consequences.

“If you seriously thought I don’t remember why we’re in what has to be the most dangerous forest in Equestria, then you must be an idiot here,” Dash teased with a playful punch into his side. “And here it thought it was only your wing that was broken when I saved you from that fall back at Rainbow Falls. Guess I must’ve collided with you harder than I thought.”

“Hey, my head was and still is just fine, thank you!” Soarin shot back, giving a little tap to his forehead. “And I can assure you know even you wouldn’t forget something that we just talked about today! Not when it involves amping up our fun in the bedroom!”

“What do you mean even me?!” Rainbow snorted. “I might not have a head as good as Twi’s but I can remember stuff too! Especially things as cool as getting it on in the clouds!”

“You mean getting it on under the sheets?”

“You know what I meant!” Rainbow retorted with a tick mark on her forehead. “Anyway, don’t worry, I can still remember as clear as day why we came here. I don’t really know much about all this potion stuff like Zecora and even Twilight do, but I’m sure she’ll be able to help. Like when we had all those weird-looking plants growing out of here after Twilight became a princess.”

Soarin sweat dropped. “I think that scenario and this one are entirely different Dash.”

“I know, no need for the reminder.” She assured Soarin with a deadpan stare. “Look, just chillax, ‘kay babe? If I know Zecora, she can find a solution to almost anything. If she was able to help us that time, then something like this should be easy peasy!”

“Again, two entirely different scenarios,” Soarin murmured with a hand on his forehead. “But if you think that’ll work out, I’ll take your word for it. I just hope we don’t get stuck in a rut again.”

“And if we do, I’ll get us out of there in ten seconds flat!” Rainbow boasted confidently, draping an arm of her own around Soarin’s shoulders. “Oh, look! We made it!”

Looking to where his marefriend was pointing, Soarin found himself surprised by the structure of Zecora’s home. Or hut as Rainbow and her friends liked to call it. He knew that it was like a tree, but the pegasus did expect the striped equine's place of residence to actually be one. He suspected that it was because she was more used to being around nature than most that she preferred to keep being in tune with it. While nature wasn’t in his line of interest, Soarin could see why something would be this important to someone. To where it would even provide that individual with warmth and comfort.

“What’s with that look? Surprised that Zecora actually lives in a tree?” Dash asked knowingly.

“I wanna say no… but I wanna say yes at the same time,” Soarin replied once he got over his shock. “I mean, I was prepared for it to look like a tree, but…”

“You thought it would still be like a cabin or something? I get it since Zecora’s home is in the Everfree Forest and all, but she’s not one for all that construction stuff. She’d rather have a home like where she’s from… Zebrica I think is what it’s called.” Rainbow explained, thinking it over some. “I can sort of get how she feels since I have a cloudhouse and all, but I’d rather be in the air than on the ground.”

“Kinda neutral here,” Soarin shrugged, brushing some of his damp mane back. “I still think it's pretty nice. What better way to feel like you're at home than to make it into the things that you love the most?”

“I’d save the mushy stuff for after we’re out of here if I were you,” Rainbow shut down Soarin’s touching words by pulling him towards the door. “We’ve got a Zebra to zap!”

Sighing at his marefriend’s antics, Soarin followed her to the hut’s door where she proceeded to knock at a rather rudely loud volume. Her coltfriend looked at her scoldingly and was about to express it verbally, but was stopped when the hut’s entrance opened. Greeting them was a zebra mare in her mid-thirties with gold earrings and matching rings on her fingers and wrists. A hooded black cloak was draped around her neck and on her shoulders, somewhat revealing her white shirt and tight black pants that hugged her body. Eyes of emerald peered from a set of bangs that made a part of her black and white mane, expressing gentleness and wisdom.

“Hello, um… Zecora was it?” Soarin asked after he shook himself out from his gawking at the zebra’s appearance. “I’m Soarin, Rainbow Dash’s coltfriend… it’s nice to meet you.”

“Happy to meet you too, my friend of a friend. I hope in greeting your hand, you'll extend,” Zecora greeted gently with a handshake to the pegasus stallion. What brings you here in this perilous strife? Is there a problem somewhere in your life?

Soarin nodded, a bit embarrassed by what he would say next.. “Something like that. See…. Rainbow and I had a hard time in our relationship, mainly in our sex life. It’s not going as well as we’d hope and we’re trying to find ways to… I don’t know, amp it up a bit? We tried a few things but we got bored of them pretty fast, so we were coming to you for help.”

“I see, so that is what it is that you seek. A method to help your intimacy reach its peak?”

“You got it Z!” Rainbow interjected before Soarin could confirm. “So whaddya say? Got any of those potion thingies that can make our sex, like, twenty percent cooler for us?”

Zecora hummed for a moment. “A potion such as that is one that I have yet to make. I could create a potion for you and Rainbow to take.”

“Really? Thank you, that would help a lot!” Soarin said gratefully, showing surprise with gratitude quickly following. “How long do you think it’ll take?”

“It should not take any longer than it would for a typical potion. It is one aspect that I can do in quite a fluid motion. I will need some ingredients that are scattered in the woods. Would you be so kind as to retrieve these goods?”

“I can but… I don’t know where they are. Do you think you can help me out?” Soarin asked with a sheepish smile.

“Not to worry my friend, for I will give you a map. One detailed enough to get you out of any Everfree trap,” Zecora assured warmly with a smile and wink. “Please wait here while I obtain your required tool. For I know that you will follow this one rule.”

Soarin gave no vocal response, just doing so with a nod and a smile as the zebra went back into the hut. It fell into a worried ground as the door closed to leave him and Rainbow outside at the entrance again. While the cyan mare casually clung to the larger flier's arm, Soarin looked up at the flora-covered sky.

‘I hope this will be worth it.’

-XXXXX-

Contrary to what he was expecting, Zecora turned out to be a far better help than Soarin was assuming. He trusted his marefriend’s words and was confident the zebra knew what she was doing, but Zecora went well past his expectations. Once he found the ingredients with the map Zeocra gave him, she went through the process of breaking them down with a mortar and a pestle. She continued doing this until it became a green paste that showed it was ready to be completed. Zecora then put these ingredients in a pot of boiling water, waiting until the water became bluish-pink color, showing when the potion was finished.

A couple of minutes after letting the potion cool down later, Zecora ladled the potion into a glass bottle before sealing it. Before giving Soarin the potion she decided to keep the name of it to herself, not wanting to run the risk of anyone trying to find its source. Soarin was also advised to have him and Soarin strip all articles of clothing off before drinking the potion. It confused him a bit, but then he realized their attire could be ripped if they drank the potion beforehand, so he agreed.

On Soarin and Rainbow’s next date, the couple decided to meet at the latter’s home, which was more like a mansion than most. Both of them were in Rainbow’s bedroom, adorned in clothing made for fast movements and quick removal. Rainbow had on a simple white short-sleeved shirt and blue jeans that were loose, yet light. Soarin who she was currently making out with was in a tank top shirt and shorts holding a tan color that did nothing to hide his growing girth.

As the duo’s lips mashed together, tongues dancing like snakes to enchanting music, Soarin thought about the potion that he brought. He did not inform Dash of this as he wanted it to be a surprise and made sure to keep it as concealed as possible. Soarin wasn't entirely sure if the potion would work, but felt it would be insulting to Zecora’s efforts if he decided to just not use it. Nothing was known to work if it wasn't tried, and Soarin knew that he owed the zebra that much. Plus, something told him Rainbow wouldn’t take kindly to it, so he decided to take the plunge.

“Hey, Dash?”

“What’s up Soar?”

“Before we go further, there’s something that I wanna try,” Soarin explained, sitting up as one of his hands went to his shorts pocket. “It’s something that I was given by Zecora on our visit to her hut yesterday.”

“Oh, is it one of those potions you asked her to make for us?!” Rainbow excitedly guessed, her wings ruffling in anticipation.

“Why wouldn’t it?” He asked dryly, all but pulling the potion out and into view. “I wanted to tell you earlier but I decided to make it into a surprise. I get the feeling this will help us a lot”

“Did she tell you about this potion and its effects?”

“Well, she said that if she told me, then our sex life would be worse than it already is, which is part of the reason why it’s surprising. But she told me that we have to strip everything off before we take it.”

“I get it, so we don’t rip our clothes up and all that. It’d be a pain in the ass to buy all of that stuff, even if it is cheap,” Rainbow nodded in understanding. “Well, let’s strip!”

Before Soarin knew what was happening, Dash’s shirt and pants were off, revealing her black undergarments in plain view for him to see. She then proceeded to take off his clothing, much to his protests as he was trying to get them off himself. Soarin then remembered that Rainbow isn’t the most patient of ponies and it was more or less to be expected. It still annoyed him she couldn’t even wait a few minutes, though he could not really blame her either. Soarin only hoped would improve in the future or he’d be in for a lot of headaches.

Once they finished stripping, each took a turn drinking the potion, with Soarin being the first one to go. Having expected it to not taste very good, he was surprised at the strawberry flavor that coated his tongue like snow on the grass. It was honestly a pretty tasty color. So tasty that it almost made him not pay attention to what was currently happening to him.

“W-what the…?!”

The heat was the first sign of the effects of the potion like he was currently outside on the heat of a summer day. Flashes of hotness coursed through his body as the pain set in, feeling it in each and every muscle in his body. His body, which he had built for years, was starting to lean and go into a more slender form. Much like that of his marefriend's own, except it was a bit less in that physique. Soarin’s arms and legs shrunk and size as his rump rounded and became fuller, with sensitivity building around his chest.

“Crap, this hurts like a bitch! My muscles feel like they’re on fire!” Soarin moaned, clenching his eyes while he hugged his body. “O-ow, ow, my bones! T-they're… they’re breaking!”

Both of his nipples then expanded in size with nubs following suit, forming supple C-cupped breasts that were well-rounded and bouncy. Eyelashes came next, extending in length as his long muzzle shortened and shrank with his mane and tail lengthening to that of a mare’s own. Soarin’s cock was last, shrinking along with his masculinity and becoming a clit while his testicles became the folds of a female.

In the span of twenty seconds, Soarin… was now a mare.

“Celestia’s tits, Soarin! You're a mare!" Rainbow shouted in awe, looking her… marefriend up and down. “And you look hot!”

"What do you…?" Soarin said as a higher-pitched feminine voice from her mouth. As her hands went to cover her mouth, she looked at her new body and screamed, covering certain parts of herself out of instinct. “What the… what the Tartarus?! What did that potion do to me?!”

“Uh, make you a mare?” Rainbow raised a prismatic brow at Soarin’s reaction. “Weren’t you told by Zecora about what that potion had?”

“No! And she told me our sex would be worse if she did tell me!” Soarin shouted indignantly. “I was only told that it would help us in that aspect, but I thought it would give us a boost in hormones! Or bigger tits and balls or something like that! Not this!”

“Huh… looks like you got a surprise yourself. And I like it!” Rainbow giggled, as her cheeks grew pink and her legs began shaking. “Wait, aren’t I supposed to transform too?”

As if to answer, Rainbow felt the same pain Soarin’ experienced affected her. Although it was to a gentler extent, it still left quite a sting. Her arms, legs, and abs began to gain bulk, making the slenderness and litheness shrink underneath. Her breasts started shrinking to the point where they became none existent, and the nipples became like that of a stallion, with a big built chest.

“Holy shit! M-my body! What’s happening to my body?! Something’s… making it hurt all over!” Rainbow grunted in discomfort as she clenched her teeth in worry. “Damn it Zecora, what did you put in that potion?!“

While she tried her best to fight down the pain, her face was next to undergo a change. With the muzzle becoming agonizingly blockier, and her eyelashes going down in length and all but disappearing. As her mane and tail shortened, her genitalia transformed, her clit expanding outward and forming a new cock. with her insides morphing into balls that came out and hung beneath her new appendage.

"Whoa, I am freaking huge! And I totally sound like a dude too!" Rainbow murmured in her new muscular voice. "Ha, this is so awesome! I look as awesome as I did in my own body! What do you think, Soarin?... Soarin?"

Looking up where Soarin was, Rainbow found himself being touched by a soft pair of hands, courtesy of said mare. He could feel every trace of her hands going along his chest, feeling all parts of it, abs and all. Even his arms were not spared, and Soarin’ gave their muscles a good squeeze to see how they felt. A gasp left him as Rainbow did the same, poking and prodding at Soarin’s new body, especially in the chest area. He gave her nipples a light tug, making the stallion-turned-mare gasp and give moan from the sensation. Soarin would've never thought a mare’s body would feel this sensitive, and it gave him a new perspective on the bodies of mares in general.

A new sensation made them stop their fondling, and they looked down to see their switched body parts responding to it. Rainbow with her new bulging cock and Soarin with her wet pussy overall. It was all still quite new to them since they were still reeling from the change, but none of it dulled the excitement they were feeling. To experience what it was like to mate in entirely different bodies for the first time ever.

"Wow, you look ready," Soarin murmured while staring at her coltfriend's cock’s new state.

"Yes, I am, and it's awesome," Rainbow replied as he felt horny, both in his head and in his cock. “Now let's buck!”

"Now hold on there, hunk! You forgot something," Soarin advised as Rainbow attempted to push her onto the bed.

"What did I forget?" Rainbow asked, perplexed before she stopped and facepalmed. "Oh right, the damn condoms. Where are they anyway?"

"In my pants pocket, to the right. On my right, not your right.”

Reaching into her right pocket, Rainbow took out the condom before ripping the wrapping off and tossing it to the floor. As he put it on, Dash felt a new sensation in his cock that could only come from condoms that were made for any heightened pleasure for lovers and married couples. He was brought out of this when Soarin leaned up and kissed him, letting their lips and tongues take another dance to heaven. The intensity grew in it with both rubbing their crotches on one another to heighten their eagerness to do it in their new bodies. Soarin eventually pulled away, laying down on the bed while her back touched the mattress. Rainbow crawled atop the bed on his knees, taking a hold of Soarin's feminine legs, and positioning his cock at Soarin's new vagina.

“You ready babe?” asked her, his tone surprisingly gentle.

“Sort of,” Soarin murmured, sounding a little more nervous. “I know I’m not a virgin anymore, but I am in a new body so…”

“Hey, don't sweat it. I’ll hold back, I promise.” Rainbow comforted me. “Just relax.”

“Heh, you’d better.”

With as much tentativeness as he could muster, Rainbow eased his wrapped-up cock into the folds of Soarin’s pussy. Another gasp emerged from the mare, her hands gripping the sheets of the mare-turned-stallion’s bed as her teeth went to bite her lower lip. Rainbow continued at this pace, letting Soarin feel each inch of his new cock, just like he felt hers when in their old bodies. Finally, she got to the end, her dick’s tip pressing against the wall of Soarin’s womb as he squirmed and moaned.

“By Celestia this is great! I never thought a mare’s pussy could feel like this!” Rainbow said in between heavy breaths. “No wonder you love doing this with me so much!”

“I can say the same here… kind of.” Soarin moaned, face burning pink. “You feel bigger than I thought you would be. I guess I underestimated how big I felt every time I entered you.”

“Don’t sweat it, you weren’t that bad! We did it so many times I can barely remember how big you felt during our first time!” Rainbow said dismissively with a grin. “Big dicks are nice and all, but smaller ones are cool too! It’s how you use them that counts!”

Soarin raised a brow. “Yeah, I guess you’re-ah!”

All other words the mare was going to say were cut off when Rainbow suddenly began to go in and out at a quick pace. Quick enough to take Soarin by surprise but slow enough to let her get used to the size in case it became too much for her. Her moans increased in volume and were joined by cries of pleasure as her breasts bounced in sync with the thrusts. Rainbow’s firm hands held onto his marefriend's legs as his hips did their work, making his penis slide in and out, the condom glistening wet.

“D-Dash, your thrusting so roughly!” Soarin cried as her grip on the bed sheets tightened. “I can feel you pressing against my womb!”

“Damn right you can Soar! Now you know how awesome it was whenever you fucked me!” Dash boasted, taking immense joy in his now marefriend’s pleasure-filled face. “How does it feel to get fucked by your marefriend as a stallion, huh?! Tell me!”

While a part of her didn’t want to, Soarin found herself feeling strangely comfortable doing so even though he just became a mare. She could not imagine doing this as a stallion, possibly due to it not being something she was used to doing while as one. Yet, something new inside of him made him want to voice his pleasure. His newfound biological pleasure.

“It.. it feels amazing! Like I’m being massaged from the inside!” She replied with the first set of words that came to her head. “And my pussy is squeezing it so hard! I-I’m not even doing it!”

Rainbow laughed. “That’s what you think, but that’s just the way a mare’s body is reacting to something as cool as this! Don’t worry, I’ll make you feel even cooler!”

Letting go of Soarin’s legs, he went to grab at her hips so he could increase the pacing of his thrusts. It didn't help that the condom was making the sensitivity in his dick grow in spite of him not really feeling Soarin’s inner walls. Her desired response from the mare was given and the gender-bent pegasus began moaning even louder as drool began running down her muzzle. A little series of f-bombs and squeaks joined her moaning and wailing as her boobs swayed and bounce; her nipples fully erect and perked from the sexual stimulation.

“Yes, yes! Keep pounding my pussy Dashie!" Soarin moaned as she felt Rainbow's new cock rubbing her vaginal walls back and forth. “It feels so good! I feel like I’m going crazy!”

“Dashie, huh? I don't know why, but I love the way you said that!” Rainbow praised, feeling his heart flutter. “Who knew that potion would make you act this cute!”

If Soarin gave a hint that she heard what he said, it wasn't shown on any part of her face. For it was too busy trying to express the new kind of euphoria she was feeling from sex as a mare and not a stallion. It is bound to be a not-so-enjoyable sight if somepony were to put a mirror in front of her, but Dash would more than likely beg to differ. Embarrassment was far from the feeling she was currently experiencing at Soarin’s reaction, and it stirred him to plow her even harder. Her screams of delight were like pleasant volts jetting through his body serving to spur him into rutting her endlessly.

"Soarin, I think I'm going to cum!" Rainbow grunted as he felt something stir in his cock. “Are you getting close too?”

Her response pretty much confirmed Dash’s suspicions. “I…I’m cumming, I’m cumming! Let me cum! Please let me!”

“I’ll take that as a yes…!” Dash laughed, giving a few final thrusts. “Damn it… it’s here!”

Grunting with satisfaction, the stallion finally blew his load, the white cream shooting into the condom and making it balloon like it was being inflated with helium. It didn't enter into Soarin’ but the warmth it exhibited gave her the final push she needed to let her orgasm come. One last yell, mixed with a neigh, echoed from her gawking muzzle as her juices overflowed, filling her mind and body with mind-blowing goodness. A goodness that nearly made her pass out on the bed right then and there. Dash falling on top of her helped her take the first step to regain her senses, and after a period of exhausted breathing, they both came back to their senses.

"Wow… now that was fun! I thought I was going to pass out for a sec there,” Soarin said “How are you so good at this?”

"Well, I do have a lot of tricks and I sort of just applied that to what we were doing now. Even though I am in a stallion’s body,” Rainbow bragged casually, rolling over so she was next to Soarin. “But wow, that was something else! Never thought we’d experience this while we were doing it! Zecora really outdid herself this time!”

“If this is the kind of stuff she can cook up, I can’t imagine what else she’s got up her sleeve,” Soarin commented as she cuddled up to the muscular pegasus. “I’m gonna have to thank her for this… I feel like this will help us a lot.”

“Correction. We have to thank her for making our sex life awesome again!.” Dash corrected, giving Soarin’s butt a little squeeze. “Buuut I’m feeling tired after fucking like a literal stallion. Not really up for making that trip from here to the Everfree again.”

"So you wanna call it a night?" Soarin asked, putting an arm around the stallion’s chest.

“Yeah, I kind of feel like cuddling,” Dash sighed as her tiredness took hold. “By the way, how long will this potion go on for? I don’t mind being a stallion, but I prefer being in the one that I know best.”

“You don’t need to worry about staying like this permanently,” Soarin assured. “Zecora told me this doesn't last more than a week. We'll be back to our normal selves by the end of that. It’s kind of a relief since I don’t think I can handle being inside anybody I’m not used to. No offense.”

“Not so sure about that from where I’m standing, but I see your point.” Dash gave a yawn as he settled into his cloud bed. “Anyway, I’m gonna hit the hay now… gotta get to dreamland so I can show my awesomeness there. ‘Night babe.”

“Night Dashie…” Soarin cooed, snuggling her face into his neck. “See you there.”

Dash smiled again at the sweetened sound of her nickname. ‘Yep, I totally like how that name sounds in that new voice.’

Author's Note

Edited and rewritten by Golden Fang Ryu Shenron