Sex-Ed with Cadance

by Blaze-saber

Rating: mature
Tags: Twilight Sparkle (EqG), Alternate Universe, Romance, Drama, Porn, Fetish, Equestria Girls, Sex, Flash Sentry, Dean Cadance, Profanity
Length: 8401

Unfortunately, or fortunately, Cadance’s body enters a bimbo like state and she goes from a sex-ed teacher to sex craving woman, and Twilight and Flash are her prey.

While working on her new elixer to increase her bust and body shape, Twilight tests it on Cadance before she was offered some private sex lessons for her boyfriend.

Unfortunately, or fortunately, Cadance’s body enters a bimbo like state and she goes from a sex-ed teacher to sex craving woman, and Twilight and Flash are her prey.

Co-writer: https://www.fimfiction.net/user/366238/HarryBuilder & https://www.fimfiction.net/user/433872/HailHydraz

Published 2023-09-03 16:40:00 UTC
Last updated 2023-09-03 16:40:00 UTC

Sex-Ed with Cadance

It's a bright sunny day as Twilight is seen in her lab. She had her goggles down while she was holding up a vial with white liquid in it and slowly spinning it around and tapping on it before it turned hot pink. "Alright, this time, this time for sure I got it! And soon, Flash will be mine!" Twilight confidently puts on her busy mad scientist laugh.

"Twilight, you promised not to do the mad scientist laugh anymore." Twilight jumped and turned to see Cadance with her arms crossed and a playful smile on her face. "It's summer, not Halloween."

"Right, sorry about that…" Twilight apologized as she rubbed the back of her head. "Sometimes I get caught up in the moment."

"So what exactly are you working on anyways?" Cadance mentioned walking up to Twilight. "Does this have to do with your boyfriend, Flash Sentry?"

"Well, yes, it sort of does." Twilight answered while her cheeks blushed a little. "You see, me and Flash have been dating for a few months now and I can tell he wants to bring our relationship to the next level, and I mean in bed next level."

"That's great to hear." Cadance said with a proud smile as she hugged Twilight. "It's a great thing to take your relationship to the next level. Plus it's good that your brother went on a little trip with his friends so he wouldn't get angry about this.”

"Yeah but I'm a little nervous about doing it considering I've never done it before." Twilight admitted before she looked down at her own body. "So, I sort of watched those porno videos Sunset showed me and I saw how more ‘endowed’ women are a lot more confident in sex, but then I got a little worried considering my own body is basically as flat as a door. I really want my first time with him to be special and I thought if I could increase my breasts and butt size, it would help."

"Oh Twilight, you don't need to do something like give your boyfriend a good time." Cadance assured her as she moved her hands over own body, “Trust me, even if it didn’t look this good, your brother would still have good time with this body.”

“Well thank you for that totally not disturbing image that definitely won’t be haunting my dreams for life.” Twilight thanked sarcastically while covering her eyes as Cadance laughed. After her mother and father were lost in a terrible accident, Cadance and Shining Armor became the only people Twilight could ever consider as parental figures as they took care of her and taught her everything she needed to. "But even so, I still want to give Flash a really good time and I feel like a perfect sexy body would help."

"And how are you sure this elixir of yours will even work?” Cadance asked.

Twilight tapped her chin in thought, “You're right, I should probably test it out first. Maybe on someone who has no problem with being sexy.” She said before turning to Cadance with a smile.

Cadance realized what she meant, “Wait, me?” She asked in both shock and concern. "I don't know about this, Twilight…"

"Please Cadance, I really want my first time with Flash to be really special." Twilight begged with pleading eyes.

Cadance could never say no to those eyes as she sighed and pinched her nose, “Alright, but on one condition.”

"Anything."

"Since you never had sex before, you bring Flash over to my place and I am going to teach you both how to do it." She said with the utmost confidence. "No take backs. Deal?"

Twilight flinched at the thought of having sex with Flash while being taught it and havin it with Cadance of all people, but she knew that Cadance was an expert in all things involving love. So with a breath she nodded, “Deal.” She agreed as they shook hands. "Okay, now just take just one sip and wait for a few seconds."

Cadance took the small vial before looking at Twilight with a smile. "Well, down the hatch." She said as she raced it up before putting the vile to her lips and taking a sip of the elixir. She smacked her lips a bit, “Hmm, kind of like peppermint milk.” She mentioned before she saw Twilight take out a clipboard and watched. They waited for a few seconds and nothing happened to her body. "I'm sorry Twilight, but it looks like this one's just a dud."

"So much for having a sexy body." Twilight said in disappointment, and slouched over.

Cadance placed a hand on her shoulder, “Don’t worry Twilight, just swing by my house at 2 o’clock with Flash and I’ll make sure he’ll be making singing out orgasms every morning.” She said before kissing her cheek.

Twilight blushed a bit and wiped the cheek Cadance kissed, “Will do you,” she said before Cadance then walked out the room.

Back at Cadance’s home, she was in her bedroom looking out her window for Twilight and Flash. She Looked at the clock and saw it was nearly 2, “Hmm, they should be here soon, Twilight had better not tried that bimbo potion thing again,” She said before laughing, “Honestly, the idea of an elixir that makes a woman’s boobs and butt grow, that’s the craziest thing I ever…”

Cadance trailed off as she suddenly felt very hot and dizzy, “What… What happening?” She asked before feeling the heat originating from her core which was quickly moising, “W-wait, how can I be getting turned on n-”

Cadance cut herself off when she heard the sound of thread snapping as she slowly looked down at her shirt and jacket, which was stretching out from her visibly inflating chest. She began to pant heavily as her whole body started to feel like she was in a sauna before her hands moved on their own. Her right hand suddenly grabbed her breast while the other traveled down to her crotch area over her skirt.

"What's going on?!" She thought as her hand began to rub the fabric of her skirt over her crotch area. "I can't control my hands… I feel as horny as an animal in heat…And my breasts feel tight.”

Cadance then took off her jacket as her button up shirt struggle to containing her breasts, “My, my boobs…They…They feel like they’re gonna…Rrrrahhh!!!” Cadance screamed as her boobs exploded out of her shirt, scattering buttons everywhere.

Cadance painted as she stared at her breasts that had grown from D-size cups to big G-size. Her hand continued to squeeze her right breast as they suddenly felt sensitive, “My… My boobs they’re so big,” she gasped before hearing the sounds of tearing fabric from her skirt. She looked down and from the sides as she saw two tears on each side of her skirt, moving up like twin zippers and feeling her rump expanding greatly. "Oh…Oh fuck…" She quickly covered her mouth as she never said any swear words before in her life.

"What's happening to me, I feel like a Bim- Wait, Twilight’s elixir! It’s working.” Cadance realized before her butt experienced a growth spur and her skirt split in half and fell to the ground.

Cadance then stood in front of a mirror and was in awe at the sight of herself with G-Cup boobs and melon sized butt cheeks, wearing only her cyan bra and matching thong. "Holy fuck…I look…I look so fucking hot~." She complimented herself in a lustful tone as she took both her boobs in her hands by the nipples through the bra while biting her lip and jutting her hips out, “Oohh, Shiny you're in such a good time when you get back.” She said, twerking her butt a bit.

She then heard the doorbell ringing and turned, “Ohh, Twily and her boy are here.” She realized before walking out of the room while swaying her hips, “Time for some sexy love time with my step-sister and her boy-toy~.” She then grabbed her butt and gave it a good squeeze, not even caring that she was under dressed.

"It's really nice of Cadance to invite us over." Flash mentioned as they waited for Cadance to open the door. "But why can't you tell me why she invited us here?"

"Well, it's a…uh…a surprise for us." Twilight told him with a nervous grin while her cheeks blushed a little. "I really don't want to ruin the surprise. I'm sure you're gonna love it." She then looked back at the door as she raised a brow. "What's taking you so long, Cadance?"

“Uh, let me try again.” Twilight said reach for the door again, only for it to swing open and she got a facefull of pink marshmallows as Cadance pulled Twilight in for a hug.

"I'm so glad you both could make it!" Cadance exclaimed before she let go of Twilight and Twilight could see her wearing a pink robe on her body. "There's something I want to show you, but it can wait considering you brought your boyfriend over."

"Uh okay, but why are you in a robe?" Twilight asked before she noticed the curves on her body were wider than she remembered.

"Oh, I just stepped out of the shower, that's all." She lied before she looked over at Flash. "By the way, you’re looking good today, Flash. Have you been working out~?"

"Uh yeah, I have…" Flash said with a bit of confusion.

"Well, come on in you two. We're going to have so much fun together." Cadance said as she stood aside to let them in. They walked past her and didn't see her having bedroom eyes with a lustful smile on her face. "A very fun time~." She whispered in a slutty tone before she closed the door and locked it.

She then led the couple to her bedroom where some jazz music was played while the curtains were closed. The lights seemed to be dined in the room while there were a few candles set up on the nightstands on both sides of the bed. "Wow, what's the special occasion?" Flash asked as they were a little surprised by all this.

Twilight looked at Cadance in concern, “Um, Cadance isn’t this a bit over the top.” She mentioned before she was grabbed by the arm.

"Come with me, I got something to show you." Cadance told her before she looked at Flash. "Make yourself comfortable. Twilight and I have some girl talk to do in the bathroom." She then pulled Twilight into the bathroom and closed the door behind her.

"What's this all about?" Twilight asked her with complete confusion. “I thought you were going to teach me and Flash about sex-ed."

"Oh I will, as long as I join you two~." Cadance told her before she untied the sash of her robes. "Me and my newly bimbofied body.” She soon dropped her robes to the floor and Twilight's jaw dropped at the site of Cadance's new body. "Looks like your elixir did work after all. And I have to say, I'm loving the results~." She placed her hands behind her head as she started to swing her breasts from side to side right in front of Twilight.

"I…b-but you…a-and the…" Twilight stuttered as she was at a loss for words.

"I know, right?" Cadance asked with a lustful smile. "I feel so good, so hot and so hungry for some nice hard cock~. I'm so fucking hot and I believe you won't mind sharing your boy toy since your brother isn't here~?"

"Did…did you just say a swear word?!" Twilight asked in shock. "It looks like the elixir has a few side effects if you say something like that."

"Are you kidding? I think we both know that this isn't a side effect." Cadance told her before she turned around and bent down a little to show off her big ass. "I think that elixir not only changes my body, but also brings out a side of me that I was too afraid to show off.” She said while twerking her butt, as her fleshy cheeks clap against each other and her cunt leaking.

"Are…Are you sure you're feeling okay?" Twilight asked as her entire face turned bright red of embarrassment after seeing her sister-in-law/old babysitter twerking her ass towards her. "I mean, the elixir was supposed to just change your body, not--”

“Oh Twilight stop being such a worrywart and grab my ass, just to get a feel of how soft yours could be someday.” Cadance told her getting her butt to her sister-in-law, “Go on, I don’t mind how much pressure you put into it.” Twilight barely moved at all as she was too embarrassed to do something like that, but knew that Cadance wouldn't let up. Twilight took a deep breath before she walked over and placed her hands on Cadance's ass. Cadance let out a soft moan as she felt Twilight's hands grab hold of her ass cheeks. Twilight felt how thick yet soft her butt has become and started to get a good feeling of it.

"W-Wow…it feels so soft and everything…" Twilight admitted. "I… I feel like I just want to bury my face right in it and take a taste of it.” she said without thinking.

“Well, why don’t you? And get some lesbians sex practice as a bonus on the side.” Cadance said before she gently pushed Twilight onto the ground. Twilight rubbed the back of her head before Cadance took off her glasses and sat on her face. “Mmm, your big sis’s ass feels good doesn’t it Twily~? Now just like my pussy nice and slowly, and feel the taste of my juices on your tongue.”

Twilight was shocked about this and knew it was the elixir that's causing all of this. But her sense, reason and logic was quickly dissolving as the smell of Cadance’s juices entered her nostrils. Her mouth suddenly opened and her tongue went out to lick Cadance's cunt, which made her shiver in pleasure a little. "Oh god, I can’t believe I’m licking my Sister-in-law’s vagina behind my brother’s back…and I feel so good doing this." Twilight thought as she continued to eat out her sister-in-law.

Twilight heard Cadance let out a pleasurable moan as she continued to eat her out. Cadance started to fold her own breasts as she was loving the feel of her sister-in-law eating her out. "Oh yes, that's it, Twiliy~." She said through her moans. "Just like that~." What neither of them realized was that the remnants of the elixir in Cadance, spill into Twilight’s mouth through her cum. It felt like this was happening for hours until Cadance let out a pleasurable cry as she came into Twilight's mouth.

"AHHH~!" Cadance screamed out in bliss, thankful her door was soundproof, as she spray Twilight's face in her juices. She then fell off of Twilight's face with a smile, "Oh I love cumming." She sighed.

Twilight caught her breath as she felt Cadance's cum on her face and tongue. But then logic came back to her as her eyes shrunk in horror, realizing what she just did, "Oh no. No, nononono! What have I done?!" Twilight yelled before scooting against the wall in horror and holding her head, "I just ate my Sister-in-law’s vagina out with my boyfriend just outside!"

"Oh yeah, I almost forgot about Flash." Cadance said as she looked towards the door. "He must be so lonely out there. Plus you don't have to worry about when we did Twilight, we're just sisters-in-law and not related by blood. It's not like we're breaking a taboo or anything."

"But But But But But!" Twilight stuttered before Cadance put her finger on her lips to hush her.

"Look at me, Twilight~." She said seductively as Twilight felt compelled to do, looking her in the eye. Cadance’s hand then traversed down towards Twilight’s shirt and started unbuttoning it. "Right now, your boyfriend is out there and you want to him to fuck you so hard. It's fine that I'm there and having that cock inside me too~." She mused as Twilight’s front area was revealed with her purple bra was the only thing covering her modesty.

Twilight tried to retort at Cadance's but Cadance quickly kissed, causing her brain to short circuit, "Ah-ah, no words or actions, just keep those cute purple eyes on me." She said after pulling away from the shell-shocked Twilight and continued to undress her. "Now, are you just going to sit there and be shocked by all this, or are we going to get you out of these and get you ready for your man?"

Twilight was deep in her thoughts as she was thinking this all over before she suddenly heard her own voice in the same tone as Cadance's at the moment. "Come on, you're all grown ups and it's about time you stop acting like a little girl."

Biting her lips and blushing, Twilight looked at Cadance embarrassedly, "Cady, make me feel good." She asked.

"Only if you promise to share that boy toy of yours~." Cadance said as she pulled Twilight up.

"I…okay, I promise…" Twilight agreed as Cadance then pulled her into a passionate kiss as the two closed their eyes in bliss. In they’re make out, Twilight’s ponytail came undone and Cadance removed her shirt, Skirt, socks, bra, shoes, and finally panties.

They broke apart as Twilight felt her body start getting hot as Cadance started to kiss her way down her body, "C-cadance… my… my body, it feels so hot…my breasts feel strange." Twilight breathed out as Cadance looked up.

"Don't fight it Twily. In fact, let's see if we can't help it along." Cadance said as she stood up, put Twilight's back to her chest and then with her right hand to her breasts, her left began playing with her cunt. Twilight let out a pleasurable moan of surprise, "Shh, just accept it Twilight, just feel." She whispered in her ear with a lustful tone. Twilight glanced back at Cadance feeling her soft breasts against her back as she started to feel her own began to slowly grow in size.

Twilight moaned in pleasure, feeling it was soaking wet down at her cunt as her juices dripped down her thighs while Cadance slowly rubbed her clit. She let out a gasp as she felt Cadance's fingers slip into her and her nipples becoming harder and her tits becoming bigger.

"Hmm, feels so good, doesn’t it? Just imagine it being Flash having at it with his fingers against your cunt." Cadance whispered into her ear of the slowly slutifyingTwilight as the girl started to have dirty thoughts of Flash. Twilight imagined Flash being in front of her while he was naked and stroking his cock. Her mouth began to form a smile at the thought while her butt cheeks began to grow.

"Yes…yes, I w-want him inside me…I need him so bad~." Twilight admitted in a lustful tone as she felt her climax getting close. "I think… I think I'm gonna cum… I want to cum. I want to cum so bad!"

"Okay, here it comes~." Cadance smirked as she readied her curveball, curling her fingers, giving Twilight's g-spot a direct hit and pressing her clit hard. Twilight covered her mouth as she screamed out in pleasure while spraying her love juices all over the floor and covering Cadance's hand. "That's right Twiliy, spray it out, spray it all out over my hand like a slutty bimbo~." Once she was done, Cadance brought her hand up and licked her fingers, which is covered in Twilight's cum.

As for Twilight, she was slumped down with her hands on her knees, trying to catch her breath, “That… that was so, wow.” She breathed out in complete and utter bliss.

Cadance finished licking and looked down at Twilight, “Now, let’s have a look at you in the mirror, Twily.” She said as she moved Twilight in front of the mirror as the girl put her glasses back on. Twilight’s eyes widened in shock as she saw her breasts were Double D size and her butt was almost as big as Sunset Shimmer’s.

“Cadance, is… is that… really me?” She said, while raising her hands to her cheeks.

"Oh yeah, and you look so sexy~." Cadance complimented before she frowned a bit and plucked her glasses off and then smiled, “And even better now.”

"But, I can't see without my…” Twilight trailed off when she realized that she was still seeing her reflection clear as day. "I can see? But how? Is it a side effect of the elixir or something? I'm really going to have to run some tests later."

"But for now, let's get all dolled up so you can show your boy toy a really hot time~." Cadance told her as she went up to the closet and pull out something, “And we’ll be wearing these!”

Twilight’s eyes widened at the outfits Cadance pulled out of the closet and showed off. “Oh boy.” She gasped before shaking her head and looked at Cadance. "But aren't you a little concerned about the elixir? Now that it's coursing through both of us, there's no telling what it will do to Flash if he drinks our cum or something."

"Oh Twilight, you made the elixir for this exact reason." Cadance reminded her as she spoke slowly. "I bet you've been having so many wet dreams of him, posing for him in this, either him taking you so softly or plowing you so hard.”

“I… I masturbated so many times to the thought of that.…” Twilight admitted as she looked down with a blush.

"So why fight it?" Cadance asked as she handed her one of the outfits while putting on hers. "Put that on, along with some make up, and let's give that boy toy of yours a night he'll never forget~."

Twilight looked between her sister-in-law and the outfit before she heard the voice from before inside her head. "She's right, you know. There's no use trying to fight it anymore. You know what you want this so bad, you can feel how wet you're becoming between your legs! So stop fighting it and get that cock in you!" Twilight then had a lustful grin on her face as she looked at her sister-in-law with bedroom eyes.

"Let's get fucked tonight~." She said in a slutty tone as she started to put on the outfit.

Flash was waiting patiently for Twilight and Cadance to come out of the bathroom as he was laying on his back on the bed and playing a little game on his phone. "Whatever it is they need to talk about must be very important if they're making me wait this long." Flash thought before he heard the door knob to the bathroom move and Twilight poked her head out, but with her hair down and not wearing her glasses. She suddenly had velvet lipstick on while she also had velvet eyeshadow on her eyelids.

"Hey Flash, sorry if we're keeping you waiting." She said in an apologetic tone as Flash looked up to look at her.

"It's fine, but what happened to your glasses and why are you wearing makeup?" He asked as Twilight let out a playful giggle.

"It's for something we're about to do together." She told him with a smile. "Now, close your eyes and wait for me to tell you to open them. And whatever you do, don't peek." Flash looked at her with a confused look before he shrugged his shoulders and closed his eyes. He heard the bathroom door opening as footsteps were heard and coming towards him. He could have sworn that he heard Twilight and Cadance whispering to each other before he heard Twilight clear her throat. "Okay, are you ready for our surprise?" She asked.

“Um, yes?” Flash answered, still a bit confused as to what's happening.

"Okay, open your eyes~." Twilight told him before he opened his eyes and his jaw dropped at the site standing in front of him. Twilight wears magenta lingerie with a couple of six-pointed star stickers on her nipples and Cadance wears a matching set in cyan with heart stickers on her nipples. “TA-DA!!!” Both Ladies said posing with a hand behind their heads and the other on their opposite hips and winking at Flash while pressing their boobs together.

"I…uh…I…you…" Flash was a loss of words as his brain was trying to process what he was staring at.

"Oh, would you look at that~." Cadance said with a grin. "We’re so sexy, he doesn't have the words to describe it~."

"Well he might not have words for this, but his friend is saying it for him~." Twilight mentioned as she pointed towards a bulge in his pants in the crotch area. Flash quickly covered that area as he looked away with a blush. Twilight climbed onto the bed and cupped his cheek to make him look at her. "Flashy, you and I wanted to bring our relationship to the next level. I planned this for a while now but I really didn't expect to turn myself and Cadance into bimbos along the way.”

“She asked me to give you two some sexual experience so that you’ll be fucking Twilight good for the rest for your lives and loving every second of it~.” Cadance told him as she leaned close and scratched his chin while smirking lustfully, “But now, I want to turn this into you show me if you can fuck all sense of logic out of me and thinking only about cock.” Her's and Twilight's hand traveled down to his crotch area and they dug under his pants to get a feel of his cock. However, something felt off as they felt his cock before they started to unzip and pull down his pants without his consent. The moment his underwear was down, they saw how big his cock was and it wasn't even hard. "Holy fuck…his so big and he's not even erect yet."

"H-How long have you had this thing?" Twilight asked him as she couldn't look away from his cock while she drooled a little.

"Well for a long time…" Flash answered as his cheeks turned red with embarrassment. "Having to hang out with a bunch of beautiful girls a lot, such as yourself, Twilight, you learn how to make sure your cock doesn't get hard when you're around them." He noticed the two of them weren't taking their eyes off of his cock before Cadance looked at him with a hungry/lustful look.

"I'm so proud of you Twilight!" Cadance told her before she licked her lips. "Your brother's cock is as big as your boyfriend! Let’s see if it tastes just as good!"

"Okay…" Twilight said, sounding a bit nervous before Cadance pulled her in close.

"Just get a good width of his mask before we start~." She whispered into her ear. Twilight did what she was told and leaned in close to get a good smell of his cock. Her nostrils got a good smell and she felt her mind go numb from it. “Smells good right?” Twilight nodded her head as she looked hungry/lustful. "Well then, give his balls a nice lick like an ice cream." Twilight sticks out her tongue before leaning in closer to lick his balls.

She loved the taste that she started to lick it more while Cadance licked his balls with her. Flash groaned as he felt both of them licked his balls before Cadence started to suck on his right ball and move upwards towards his cock. His cock slowly started to get erect as Twilight followed Cadance's lead on licking his cock. Soon his cock stood at attention and looked to be about ten-inches long.

"Jackpot~." Cadance moaned out after seeing how big he is. Cadance licked her lips with smirk humming in lust, “Hmm, not bigger than Shiny’s but still nice and long,” She said before glancing at Twilight, “Watch this, little sis.”

Cadance raised herself up, took the tip at her mouth before sliding the whole thing down her throat, right to the base. Twilight gapped in shock, never believing her sister in law capable of such a feat, ‘How does she do that and not choke up?’ Twilight thought as Cadance was able to put his whole cock down her throat.

Cadance began bobbing her head up and down on the cock, letting out moans and sounds of pleasure and bliss as she continued deep throating Flash, "Oh god…!" Flash grunted as he felt how tight her throat was before she pulled back and removed his cock from her mouth.

"Okay Twily, it's your turn." Cadance said as she looked over to her. "Come and suck his cock real good~."

"Oh…Okay." Twilight went and grabbed his cock before she gently stroked it.

"Just put it in your mouth and suck it like a popsicle." Cadance instructed. Twilight opened her mouth before she lowered her head down as she put his cock in her mouth. The taste of his cock hit her taste buds as she almost put the tip in before Cadance grabbed her head and forced Twilight down to take his whole cock. Twilight’s eyes widened and mumbled in shock, with tears in her eyes. "That's it, take his cock all the way down your throat~." Cadance whispered in her ear.

Twilight gagged around his cock before she felt his hands grab onto her head before she felt his cock throbbing in her mouth. Before she knew it, she felt something really warm flowing into her mouth as it puffed her cheeks a little. Flash grunted as he came into Twilight's mouth while her eyes rolled in the back of her head while his semen flowed down her throat. Cadance let her head up and Twilight coughed from the lack of oxygen before she was pulled in a passionate kiss by her sister-in-law.

Flash watched as his girlfriend made out with an older girl, and her own sister-in-law “My god that is hot!”

Twilight and Cadance were very vocal in their lip lock, even opening their mouths to do some tongue wrestling before kissing again. Twilight eventually pulled away while panting, “You… are such an ass.” She told Cadance.

"Yeah, but he certainly enjoyed it~." Cadance mentioned as they saw his cock is still hard. "So, do you want to ride him first or do you want to have him eat you out?"

Twilight rubbed her thighs and moaned in irritation, “My thighs feel like they’re on fire.” She said.

Cadance nodded, “Alright, you sit on his face and I’ll give him a job while you eat me out.” she as she removed her stickers on her nipples and panties. “Flash you lay on your back, Twilight you sit facing forward and I'll lay face down and ass up.”

“A-Alright.” Twilight mumbled as she climbed out of her lingerie too.

"Okay, I will trust you." Flash said before he laid on his back on the bed before Twilight climbed onto the bed. "Are you ready for this, Twi?"

"I'm r-ready as ever." Twilight responded as she hovered her cunt over his face. "I hope the elixir won't turn him into a female."

Cadance then climbed on as well as she sandwiched Flash’s cock between her boobs and stuck her butt and pussy in front of Twilight’s face, greening her nose with the scent of her heat. Soon Twilight began to eat out Cadance as she lowered her hips and sat on his face. Her sweet scent filled Flash nostrils and made his mind go numb before he started to lick her wet nethers.

Twilight felt his tongue into her as her body shivered in pleasure of the feel of it. “My god his tongue feels so good~” She thought as she continued licking Cadance’s cunt as the older girl rubbed her boobs up and down Flash’s rod while licking the tip.

"Mmmm, his cock tastes just as good as Shining's~." Cadance thought as she started suck on the tip of the cock. Flash was enjoying the feel of Cadance's mouth around his cock and the taste of Twilight.

“My god, whatever is causing this please don’t make it stop!” Flash thought in his mind before jamming his tongue deeper into Twilight’s snatch. Twilight let out a surprised moan into Cadance’s pussy causing her to lick her faster. Cadance felt this and this encouraged her to go faster as well, ‘Let me show you two how a pro does it!’ Soon she deepthroats his whole cock as she uses her free hands to cup his balls.

"Oh sweet fuck, her throat feels just as tight as Twilight's." Flash thought as he grunted inside Twilight's cunt, feeling ready to burst. He tried to keep it together as his tongue went deeper inside of her. “I gotta make her cum first, come on, I just need to find her, GOTCHA!” He then pressed his tongue right on Twilight’s G-Spot.

Twilight screamed in pleasure as her orgasm hit her like a freight train as she sucked deeply into Cadance’s cunt. Cadance felt her scream in her cunt before she sucked harder on his cock while she came in Twilight's mouth and too soon after Flash’s cock erupted in her mouth.

The three climaxed in each other’s mouths for what felt like hours until they finally came down from their high and slumped on the bed, panting in exertion. Twilight realized that she had taken in more of the elixir when Cadance came and wondered what would happen to her, but mostly thinking about how Flash would change since she came in his mouth.

She then heard Cadance gasped and looked to see Flash’s cock back to full length and maybe even a bit longer, “Sweet anal busting god, his cock’s as big as Shining’s!” Cadance said with wide starry eyes. Twilight looked down and noticed Flash was a little more buff than she remembered. Not only that, but his cock seems to have increased in size a bit as well. "So, I believe it's time for you two to fuck like you never fuck before~. So what will be, Wheelbarrow, Doggy-style, sailboat, cowgirl, reverse cowgirl, missionary, pinned down?" She asked while counting on her fingers.

"C-Can we just keep it simple?" Twilight asked nervously after hearing the many positions Cadance was listing out. "But uh…now I'm a little curious about the sailboat position you mentioned." Cadance had a very lustful grin on her face when Twilight asked that.

She then moved Twilight and the dazed Flash around, “Okay, Flash on your knees and cock pointed to Twilight’s cunt and Twilight on your back with one leg up and on Flash’s shoulder, and Flash keep a good grip on both the raised leg and down one.” She instructed putting the couple into position. Once ready she pulled up a chair next to the bed and sat down with her legs spread, “Alright, Flash once you're ready, drill your dick into Twilight’s pussy nice and easy and once she’s ready let loose on her until she's a screaming horny teenager.” She said as she started playing with her pussy and holding her breast.

“Wait, what?!” Twilight asked in alarm.

Flash nodded and braced himself, “Okay, Twilight. Here it comes.” He said before jamming his rod into the purple girl’s snatch, piercing through her hymen.

“AAAHHHH?!!?~” Twilight screamed as her virginity was at last stolen from her. She grabbed hold of the sheets of the bed as she panted heavily from the feeling of him inside her. Once she felt ready, she raised her hand to tell Flash to proceed.

And that was the last cohort thought she had before Flash fucked her as fast as a race car piston. Flash grunted as he thrust his hips as hard as he could while he felt how tight she was. Twilight's eyes were tearing up a little while she was moaning in pleasure each time he thrusted into her, her big breast bouncing around vigorously and her brilliant mind going blank with only one word going through it. “Fuccckk.”

Cadance watched the display with two fingers jamming into her cunt and her nipple being pinched between her pointer finger and thumb. She bit her lip as Flash leaned in and locked lips with Twilight while the two of them were moaning in pleasure. “Mmmm, those two are just like me and Shiny went I first let him go town on me,” Cadance mused as she remembered back in high school, after their swimming class, they spent the last two hours after school fucking for the first time, “My god, I felt like I couldn’t walk straight for three whole days.”

Flash grabbed hold of Twilight’s breast as he squeezed it good before he pulled on her nipple. Twilight's eyes rolled in the back of her head when she felt her nipple being pulled and twisted. “FFUUCCKKK!!” Twilight moaned whorely as her orgasm was building up, more and more.

Cadance had her eyes clenched shut as her hair started becoming disheveled, and covering her face, as she continued finger banging and folding her breasts, not even registering that they were slightly leaking milk now. “My fucking fuck, they’re so brutal with each other. Fuck shiny, why did you have to be away for the week?! I need your fucking rod fucking me out of house and fucking home!” She thought, her lust overloading her mind, desperate to bring herself to an orgasm.

"Gah, Twilight, I'm gonna cum!!" Flash called out as he felt close, ramming into her as fast and hard as he possibly could.

Twilight’s mind was only able to give one clear answer, “Inside! Inside! Cum it all inside me!” She screamed out, clinging onto him desperately as her own cunt was close to exploding as well.

Then all at once Flash gripped hard onto Twilight’s tits like he was trying to rip them off as his semen fired out of his cock like a water cannon as Twilight shrieked like a banshee in heat, spraying her cum all over the beds even as her body was flooded with her boyfriend’s cum. It lasted for two minutes until Flash had finished shooting cum and slowed his pumping down to a halt and Twilight’s climax had reached its end as well.

Flash fell down, resting his chest against Twilight breasts as he and Twilight painted from the wild ride. He opened his eyes and looked into Twilight’s blissed out face. He then noticed her breasts started to grow till they were almost as big as Cadance’s, as well as her ass.

“Twilight, that was…” Flash trailed off, not sure of how to even describe their first time together.

Twilight however did, when she raised her head up and gave Flash a passionate kiss to the lips, humming and kneading his lips against her own. The two broke away with a line of saliva between them “I know, it was the best experience I ever felt.” She smiled.

Flash smiled back but before he could give an answer back, he and Twilight were suddenly pushed off the bed, fortunately they weren’t hurt from the impact.

“Ow,” He moaned while rubbing his head, before looking up at Cadance with a miffed look, “Geez Cadance, what’s the…” Flash stopped himself when he and Twilight noticed Cadance wasn’t looking at them but was on all fours, her hair hiding her whole face as she looked down, panting her and dripping with sweat, and her pussy trembling with rivers cum trailing down her thighs.

Twilight looked concerned, “Um, Cadance are you okay?” She asked.

“Break me.” Cadance whispered, not turning to them.

Flash grew confused, “What was that?” He asked.

“I said… fucking…” Cadance started before turning to the two with a wide and wild grin, and lust filled left eye while her right was covered by her hair, “BREAK ME INTO PIECES!!!” She screamed.

Twilight was shocked by this before Cadance jumped off the bed with her feet planted on the floor and her hands gripping sheets as she was shaking her butt like a dog to them, “I want you both to plow yourselves into my tight cunt and ponut holes and fuck me so hard you’ll rip me in half and leave me brain dead until Shining comes back and destroys me all over again!” She ordered as her cum dripped down onto the floor.

"But…uh, how can I--"

"THERE'S A STRAP-ON VIBRATOR IN MY NIGHTSTAND DRAWER!!!" Cadance interrupted Twilight and slapped her butt so hard it left a print on it. "NOW THE SHUT THE FUCK UP AND FUCK THIS BLIMPY PINK ASS INTO HEAVEN!!!" Twilight was a bit frightened by her yelling before she went over to the nightstand and opened the drawer. She then gasped in surprise when she laid eyes on a strap-on dildo then looked to be thirteen or fifteen inches long.

"She wants me to put this up her ass?" Twilight whispered to Flash.

"Your sister must have a really deep ass." He whispered back. They heard Cadance yelling impatiently as she climbed onto the bed with her ass, begging to be plowed, in the air. "We might as well give what she wants."

Twilight nodded in agreement before she put on the strap-on and noticed a remote switch with a bottle of lube in the drawer. She figured that these two items are also to be used as she took the lube and poured it on the strap-on. Flash got under Cadance and positioned his cock towards her wet cunt while Twilight stood over her on the bed as she aimed the strap-on towards her ass.

“Yes, yes! Hurry… hurry and ram those beautiful big dicks in me, NOW!” Cadance begged lustfully.

Twilight gulped, grabbing hold of Cadance’s buttcheeks as Flash grabbed her hips and at the same time they both rammed their cocks into the dean of Crystal Prep as she screeched loudly, almost sounding like a pterodactyl. Cadance started to pant heavily like a dog in heat as she felt Twilight peg her ass while Flash thrusted his hips into her wet cunt. "Fuck, she's just as tight as you, Twi!" Flash grunted before he gave Cadance's ass a good smack and left his handprint.

"I bet you're loving this, don't you, you bitch?!" Twilight exclaimed as she leaned forward and twisted Cadance's nipples so hard that she screamed out loud, and nearly felt like lactating. Now it seems like that the elixir is making her feel the urge like she’s gonna lactate.

"AAHHH!!! OH YES!! PULL ON MY FUCKING BREASTS! MILK MEEE!!!” Cadance cried out as she felt them go harder in her ass and her cunt. Twilight started to feel more of the effects of her own elixir take hold as she held up the remote to the vibrator strap-on and flipped the switch on high. She pressed herself against the strap’s base harder to feel the vibrations and allow them to stimulate her own slit. Cadance felt the vibrations in her ass as her tongue hangs out of her mouth and her eyes rolled in the back of her head. Soon her breasts started to leak out milk from her nipples and stained the bed as she cried out in pleasure. Twilight then grabbed her shoulder and neck, and pulled her in for a sloppy make out session. Despite being silenced as her screams were muffled, Cadence still kept shouting and moaning into the kiss, pressing her face deeper to let it all out.

"Fuck… it feels like she just got tighter!" Flash grunted as he felt her inner walls grip his cock tighter. "I…I'm g-gonna cum!!" He stated, warning her.

“Ah! J-JUST DO ITTTT!!!” Cadence screamed out her desire. Flash felt resolved and proceeded to ram her over and over again. Suddenly, he felt his tip flare and he began throbbing uncontrollably inside her. Cadence felt spurt after spurt of his cum flow into her, which caused her to spasm after spasm. The sensation of being filled with cum, and Twilight desperately pounding her caused Cadance to experience one of the most powerful and overwhelming orgasms of her life. “AAAAHHHHHHH!!!!!!” She screamed so loud that half the block could've heard her. Her tight pussy constricted around Flash’s cock even more, keeping all that baby batter in; while she sprayed them both, and the bed, with her own lady juices.

Soon Cadance felt dizzy before she fell onto the bed and fell unconscious. Flash pulled out of her and scooted himself off from under her. "Fuck…that really knocked her out…" Twilight commented as she removed the strap-on before she began fingering herself, she was horny as she never got to properly fuck and cum this round. So, Flash reached from behind her and grabbed her breasts. "Oh, so you want to go for another round~?" She asked him.

"Why not~? After all, you seem to be very horny yourself right now…~" He whispered in her ear with a confident tone. "So, let's fuck all night till the sun rises~."

“Mmmm~. Let’s, my Flashy washy~.” She said before they went downstairs to the couch and proceeded to bang each other to their hearts’ content. Flash had her pinned against a wall as he held her by the hips and thrusted rapidly into her while she was making out with him. After cumming inside her, they changed positions as they were on the floor and he held up both her legs while he thrusted into her ass. Twilight moaned in pleasure as she folded her own breasts each time he thrusted into her.

They soon left a cum stain on the floor after they moved to a chair with her on his lap and bouncing on his cock. She let him suck on her nipples while she felt his cock thrusted up into her womb. After that, they went to the kitchen to grab and drink before continuing elsewhere. Twilight drank from the faucet while Flash pounded her from behind, pushing her against the counter top. Then, he bent forward to do the same, and while he was drinking, she was licking on his cock from below, getting it nice and wet.

Soon as she started to suck on his cock to get more of his semen down her throat while she rubbed her clit as fast as she could. Flash grabbed her head and thrusted his hips so his cock went down her throat. After cumming a big load down her throat, they went on to a dining room table and took her in a doggy style position. He delivered a powerful and hard smack towards her ass each time he thrusted into her and left a handprint on her ass. After cumming together again and left a puddle of their cum on the table, they moved towards the living room where she laid down on the floor and had her legs spread out wide as he plowed into her with all his might. They lost track of how many times they came together but they didn't care in the slightest.

"OH FUCK YES!!!" Twilight moaned out at the top of her lungs. "KEEP FUCKING AND PUMP ME FULL OF YOUR FUCKING CUM!!!"

"TAKE MY CUM YOU FUCKING BIMBO!!!" Flash exclaimed as he plowed into her as hard and fast. After a few more orgasms, and after they were done downstairs, they both went back upstairs to the bedroom. By now they were so exhausted that they just wanted to pass out and go on another day. They joined the sleeping Cadance, nude, on the bed and snuggled together as they went into the dreamlands. Where they all dreamt of fucking each other non stop.

The next morning, all three of them were enjoying a delightful breakfast Cadance made. When they all came down, they had chosen to not wear any clothes since no one else was gonna be there, and that they all had been banging each other the day before. "Last night was so much fun~." Cadance spoke up before she looked towards Twilight. "Your elixir really gave us a great time~."

"Yeah, it really did." Twilight responded as she and Cadance were using their feet to rub Flash's cock while they ate their pancakes. "Although, it was only supposed to give us big breasts and asses, not this."

“Girls, you really can’t stop wanting more, can’t you?” Flash said, blushing as he tried to resist so he could enjoy their meal.

“Hey, here’s an idea, since your elixir works so well, maybe we should let others try it too." Cadance told her with a lustful smile. "You know, to spice up their sex life better. Last time I checked, there were many girls who looked like they could use some bigger assets, don't you think?”

"I guess I could also use it to help my friends get bigger cocks inside them too~." Twilight said as she was lustfully looking the syrup off of her fork. "I for one can't wait to see how the bimbo elixir will affect them~."

"Speaking of which, I feel a certain cock is as hard as ever~." Cadance mentioned. “Who’s up for the first round of the morning?” She asked them.

“Well…I know that I am~.” Twilight stated, with a sultry voice before she turned to Flash. “How about you, my babe?” She asked him as she came up to him and kissed his cheek.

“Alright, I’m in too.” Flash responded before the two bimbos quickly tackled him to the ground. Twilight was already riding his cock as she could while Cadance was forcing him to eat her out. Their moans filled the entire house as it was already known that they're gonna be at this for hours again.

Author's Note

If any of you would like to see a sequel to this where the rest of Mane Seven, aka the Rainbooms turned into bimbos, leave your thoughts in the comments below.