Moonlight, Astronomical Twilight

by zetasquadron94

Rating: mature
Tags: Sex, Crossover, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Rainbow Dash, Other, Porn
Length: 13251

A princess and a hellhound meet in a bar.

Twilight stood at the bar. She didn't know why. It seemed to make sense though. Then in walked in that hellhound with those magnificent hips and an attitude she can't help but be drawn to.

Helluva Boss crossover if that wasn't clear. futa Loona/Twilight Sparkle, with minor Queen Beelzebub/Loona, Rainbow Dash/Twilight Sparkle, and more to follow in future chapters

Futa, Futa Loona, futa on female, female-to-futa transformation, muscle growth, cum inflation, breast expansion, lactation, transformation, impregnation

Published 2024-01-09 04:50:01 UTC
Last updated 2024-08-26 03:02:18 UTC

Dreams of desire

Twilight Sparkle stood at a bar, sipping a drink. It was a slow night. She wondered idly what she was supposed to be doing. She thought she'd been running an experiment…

She sighed. It didn't matter. She was taking the evening off. She wore a dark blazer over a dark top and a dark maroon skirt that contrasted well with her purple hair.

Whatever she was drinking was good. It gave her an odd tingling sensation all over. And, she was embarrassed to say, in her lower regions.

The door opened. A tall figure entered. She came to sit beside Twilight. She snapped her fingers at the bartender. “Hey, jackass. Get me something strong.”

Twilight turned. A very pretty canine creature was standing beside her. She was stunning. Twilight couldn't help but ogle her.

The woman had sleek fur, and gray accents on a white fur coat. She wore a short crop top and extremely short shorts. Her hips were quite wide, with very thick thighs. She had fierce eyes, a pierced ear, and a nice head of white hair with gray streaks. She bared her teeth and Twilight sucked in a breath at how striking they were. Her fangs were sharp, and she looked like she could tear someone apart with her bare hands.

Someone like me, Twilight thought, then let out a squeak at her thoughts. Her thoughts didn't usually go this lewd. Perhaps it was the drink.

Soon, the canine took notice of her. “You lose something over here?”

“No. Sorry…” Twilight went back to her drink. She eyed up the woman's wide hips and thick thighs as best she could without looking directly.

The woman took a drink from the bartender and gulped it down. She belched loudly and scratched her rear. That wide fantastic rear Twilight couldn't keep her eyes off. “That's the stuff.”

Twilight tilted her head. “What are you, exactly?”

“Where are you from? I'm a hellhound, lady.”

“I'm from Equestria.”

“Psh sounds like somewhere my dad would like,” The woman said. She sighed and turned to face her. “Loona.”

“Princess Twilight Sparkle.”

Loona eyed her up and down. The corner of her mouth went up, “Never dated a princess before.”

“As pickup lines go, that's not the best,” Twilight replied.

Loona's eyebrow went up. “Well…” Her eyes went up and down Twilight's body again, “What would work?”

Twilight went red. Then for some reason calmed. “Buy me a drink first?”

The bartender came over and gave them both a drink. Twilight was sneaking a glance at Loona's cleavage before she noticed her doing the same. Twilight's eyes went up. Loona's remained pointed at Twilight's boob window. “Do you always dress like that?”

“Do you mind?”

Loona leaned on the bar. She frowned, then smirked again. “...what if I said I did? You're the one who can't keep her eyes off my ass.”

Twilight wanted to tell her to go away, like with all the people who hit on her and stared at her breasts, but something made her stop. With some effort, her eyes went down. She stared at Loona's top. Something told her…what?

“C’mon, you want to see ‘em?” Loona breathed softly. Loona's rack was smaller than Twilight's, but even this look was great.

Twilight flushed. “Bartender!” She took another drink and downed it all at once. She didn't know why she was feeling so…eager. So…ready to go. She felt Loona's eyes on her. “Are you making a proposition?”

“Why else would I be here?” Loona asked. She leaned back and scrolled on her phone.

“So… you wanna get out of here?”

Loona's eyes flicked up. “Shall we?”

Suddenly they were at an apartment. It wasn't what Twilight expected. It was some sort of penthouse. Loona halted in the doorway, confused. Then she grinned. She shut the door behind Twilight.

Then she pinned her against the wall. “You're cute,” She cupped her breasts, “But you need some modifications.” They exploded in size. “After all, you're my gluttony dream, aren't you?”

Twilight moaned as she was transformed. She watched in astonishment. Loona squeezed her midsection like she was made of jello or clay. Her body mass was shifted to her bottom and her chest. Loona massaged her and yanked on her nipples. Twilight moaned again, not resisting. It felt so good. Her waist was drawn in, squeezed tightly. Her hips were drawn out. Her stomach broadened and her thighs thickened. She threw her head back moaning in pleasure, unable to escape this change.

Loona narrowed her gaze and bared her teeth. Twilight's breasts were normally so modest and cute. But as Loona squeezed her midsection, more mass shifted to her upper body. Squishing her torso brought that mass upward, and Loona drew her palms along Twilight's budding jugs. She curved her hands around to unveil a pair of enormous gravity-defying teardrop-shaped breasts, “Perfect for any occasion,” Loona muttered.

Twilight looked down at herself. Her breasts were packed on with real flesh, or felt real at least. Her rear had completely changed, giving her a natural sway only Fluttershy and Rarity had. “My word!” Twilight's body had been completely transformed. She walked in small circles, looking down at herself.

Loona caught her, “My word,” She hissed.

Twilight hissed in annoyance. “Two can play at that game!” Her horn lit up.

Loona felt a tingling sensation in her lower body. She looked down in astonishment as her pelvis transformed. Her cunt closed up, her clit began to swell. It bent down with the weight, running down the line of her pussy. It twitched and extended out. She gripped her new member, as her penis quickly became erect.

It was not restricted to her genitals. Twilight's horn grew brighter. “Ah!” Loona's massive frame filled out. Muscle poured on, and her hips drew out with the power of an athlete, even more than they already were. She groaned as she felt her front. Her eyes went wide as her flesh hardened, turning into ripped rock-hard abs. Her hands shot upward from her abs to her breasts, feeling them transform from cute C-cups into DDs, enormous jugs of pleasure. Her fur outlined her refined musculature perfectly, leaving her with a distinct chest of her own, and thick thighs that stretched her outfit.

“Just like a Wonderbolt,” Twilight sneered. Loona looked at herself. She patted herself down, feeling the new flesh and muscle that was now imbued into her being. She was some sort of Olympian.

Loona slowly lifted her gaze to the princess. Twilight's victorious grin began to fade as Loona looked up at her, running her hand up and down the length of her shaft. “Oh, you're gonna be regretting that one.”

Loona grabbed her shoulder and forced her against the wall. She extended her claws and ripped down the center of Twilight's clothes. Twilight gasped, unable to stop them from falling, leaving her new purple body on display for all to see.

Or that is what would have happened if they had been in the bar. To her shock, they were in some sort of wide shower. The only person beholding her brand-new form was a very thirsty hellhound. Loona stood on the opposite side. Her athletic body stood out even more, with sweat and exertion. She was still bottom-heavy, but Twilight could appreciate beauty in all its many forms.

Loona eyed up Twilight’s form as slowly as possible, her gaze roaming across the transformed princess. It was as if Twilight had been remade by an artist. Her breasts were a fraction of the size of her head, yet directly proportional to her new anatomy. She looked exaggerated, but not unnatural. Loona’s eyes took in Twilight’s chest, eyeing them greedily. The alicorn’s new body was svelte, with an hourglass midsection and a fine wide rear. Her biceps were larger too, and her thighs, but not enough to appear freakish. Just enough to support her new frame. Then, of course, there was her groin. It didn’t appear to have changed, but both women doubted it was the same. Twilight covered herself with her arms, “I’d wager neither of us is regretting anything?” She demanded. But instead of an indignant noise, it came out as a challenge.

Loona’s eyes finally went back to Twilight’s face. “Well, you like athletes. Why go through all this trouble and not get the full experience?” Loona yanked off her top and ripped her bottom. Twilight's jaw dropped as she took in her new body.

Loona was definitely bottom-heavy. She leaned one hand on her hip and grinned. Her waist had drawn in, and her hips widened to accommodate a much larger behind and thick thighs. Her massive tail accompanied all of this, made even larger by Twilight’s magic. Her other hand snaked down to the white rod extending from where her pussy had been. She ran her paw up and down it, making the foreskin peel back with a tiny audible snap. Twilight’s eyes went upward, and she gasped at the hellhound’s new curves. Her breasts weren’t as big as Twilight’s, but they were enough to make Pinkie Pie jealous. The entirety of her arms and legs bulked out, creating slender yet extremely powerful limbs.

Loona strode forward, deliberately playing up the sway of her walk. Her member moved from side to side. Twilight backed up against the wall, hit it, and looked up. Loona was a head taller than her. She leaned forward and licked Twilight's face. “I… um…” Twilight was beet red.

Loona's hands reached up to brush Twilight’s arms aside, uncovering her nipples and her vagina. “Don't be shy,” She breathed. Twilight closed her eyes, feeling the other woman's breath on her face. She slid her paws down Twilight’s arms to her shoulders, squeezing them. She explored Twilight’s neck. The princess closed her eyes as Loona ran her thumb across her throat, feeling the smooth skin. In response, she reached out and began to feel Loona’s shoulders. Loona sighed as the alicorn’s dextrous hands massaged her sore muscles. “Oh…”

As if in a gesture of thanks or desire, both of Loona’s hands moved down to feel up Twilight’s new rack. She let out a ragged exhale. Then took a deep breath. She squeezed, applying the tiniest amount of pressure to her nipples. “Ah!” Twilight yelped. A tiny squirt of white milk had shot out. It splattered across some of Loona’s gray and white fur.

Loona used her long tongue to taste it. She grinned. “Perfect.”

Twilight scowled in a way Loona found adorable, then grabbed Loona’s breasts. Without any magic from her, her nipples gave out milk that splattered Twilight’s chest.

Loona looked down in confusion, her mouth hanging open. Then her head snapped up, “You a virgin?” She asked suddenly before she looked down at herself. “Well, considering…”

“No, I…” Twilight flushed again. Loona felt a splash of wetness against her foot.

Her eyes relaxed and she looked down. “Oh.” Twilight was dripping with arousal. “Oh…” Loona looked up, “Well, what you are doesn't matter. You're so turned on you can barely speak. And you're not gonna be one for long.” She put a hand above her head, leaning against the wall, “Right?”

Twilight nodded vigorously, “Oh my gosh you are so beautiful…”

Loona bared her teeth again, “I'm going to destroy you.” She kissed her then. Twilight grabbed her muzzle in response, kissing back furiously. They mashed their faces together, their tongues fighting like cobras. Loona took the alicorn's hands in her own, feeling the smooth flesh, massaging the delicate digits.

Twilight could feel her lover’s fur, the soft squishy pads of a canine. Then one of Loona's hands came up and pushed her down by the shoulder. Twilight felt her naked butt hit a plastic chair in the stall. Loona's enormous erection was held in her face. “I'm going to plow you so hard.”

“Why…why don't you do it instead of talking?” Twilight asked, smirking nervously.

Loona grinned, then let out a canine yelp. Twilight’s hands had found her ass and squeezed. Loona moaned and then cried with pleasure as Twilight rubbed at where her tail met her rear, scratching the erogenous zone. Loona gave a gruff purr and fed her cock between Twilight's breasts. “Let's have fun first.”

Twilight looked down, tilting her head back even as the enormous member got closer and closer, “What do you– oorch!” Twilight's open mouth let Loona slide right inside. The hellhound sighed as she held a towel rack above the chair for balance, and began to hump into her lover, shoving her penis between her boobs and into her mouth with every thrust.

Twilight's eyes rolled up in her head. Her hands leaped up to squeeze her breasts and the cock against one another. She moaned and felt her tongue pushed down. Loona continued to feed the cock inside her. “Oh man, you're so tight…”

“Mmph!”

“I know, I know!” Loona said, closing her eyes, “Shut up, will–?”

Twilight's horn lit up and her throat vibrated. Loona's cock was enveloped in purple magic. Instantly Loona's eyes opened and then rolled back inside her head. She nearly fell over and she held Twilight's skull with both paws. “Oh… oh…! Oh, Satan!”

Her balls unleashed a furious volley of cum. Instantly it fed into Twilight's mouth. A bolt of white hot goo shot down her throat and into her stomach. Again and again, it came down, a never-ending torrent of batter and cum. Loona stumbled backward, dragging Twilight with her as she fell back against the clear walls of the enclosure.

Twilight came off the penis and caught a blast of fluid right in the face. Several more hit the walls and ceiling as Loona tried to get ahold of it. The last one blasted in her face, and some remains spurted out onto her chest.

They lay there at the bottom of the shower, with wide cum soaked eyes. Twilight was painted so white she looked like Rarity, and Loona looked like an albino. The hellhound's eyes widened like she remembered something. “That's enough demon cum to make this permanent,” She hissed, “You're mine now.”

Twilight swallowed. She didn't freak out as Loona would expect. She grinned instead. The princess crept forward and licked Loona's fur. “Then you need to be cleaned up.”

The princess licked up the cum on her fur. To her surprise, it wasn’t that nasty. Quite tasty actually. She got faster, licking her stomach, focusing on her tits, and finally, her neck. When she got to Loona's face, Twilight was roped into another kiss.

Twilight managed to break away and lifted herself higher. “If I belong to you, won't you give my fluids a try?”

“Wha–?” Twilight's nipples squirted another tiny white spray. Loona was on it in an instant. It didn't taste like milk, it was the finest berry juice she'd ever had that wasn't wine. Or was it? She suckled and slurped, unable to resist. She switched to the other, moving back and forth. She felt a considerable weight in her stomach by the time she felt done. Loona fell back against the enclosure, milk dribbling down her chin.

“That's enough alicorn cum to make this permanent. You're mine now,” Twilight retorted.

Loona realized how long she had been suckling. She narrowed her gaze. “That's it.”

She picked up Twilight in a bridal carry. Twilight wrapped her arms around her hellhound lover, even as she felt her cock against her new, fat ass. She didn't know how much to press herself against the hellhound. Loona's bare upper chest was white and gray, soft and rough like a good pillow. Twilight looked up into Loona's red eyes. The woman looked right back with a genuine warm smile of happiness. It was an intimate moment.

Loona shoved the stall open, then kicked the door of the room open. There was a massive queen-sized bed there. Loona dropped Twilight onto it. The princess crept back against the headboard, pursued by Loona.

Loona narrowed her gaze and leaned down. Twilight kicked furiously as her lover ate her out. Her long satisfying tongue dove deep into her cervix without a– “Is that my…? Aah!”

Loona's tongue entered her womb, courtesy of her incredible arousal. The hard and satisfying member rocketed her to orgasm in record time. Loona stuck her head up and wiped her face clean. “You're mine,” She hissed. With that, she crawled up and dragged her new member across Twilight's pelvis. Her white and gray fur was a contrast to the purple princess. And her pale white member was just enormous. She put the head against the entrance to Twilight's lower body. “You're mine!”

“If you can fit it,” Twilight said, feeling less confident than she sounded.

Loona grinned and then thrust. Instantly there was a charge of pleasure up both their spines. Twilight arched her back and grabbed the pillows. Loona took a breath, then rammed again. Twilight gave another cry and arched her back again. A third time. Twilight finally returned the favor. “Oh! Yes, yes, yes!” She exclaimed.

“Oh yeah!” Loona shouted. They fell into a rhythmic cycle, pushing back against one another in just the right order to bring maximum fun. Loona forced herself deeper. Her new cock was huge indeed, she could barely get it inside.

“Mmph!” Twilight bit her lip as she felt the force strike her insides. She squeezed Loona’s breasts.

“Aah!” Loona growled predatorily and thrust again.

“Yaagh!” Twilight yowled, a long-drawn-out howl of joy as another segment of Loona’s meat went inside her.

Twilight was in heaven. Her body was on fire. There was an itch that could only be scratched by this hard and satisfying member. She kicked her legs and then wrapped them around Loona's back. Loona jammed into her, over and over again. Every violent thrust was filled with energy, a dominating and powerful energy that somehow had a layer of positivity behind it. She looked down at Twilight with excitement and with a proud veneer.

They threw their bodies together. Twilight's body was constantly in motion. Loona inhaled and exhaled quickly over and over. She grabbed Twilight's breasts. Both of their racks flew up and down, bouncing and jiggling. She was dedicated to roughness, to getting through this for maximum effect, but wanted to bring it together. Whether or not Twilight held on. “Aah!” Twilight cried. She was being dominated, overpowered by this mighty being. “You're so…fucking…thick!” And she loved it. Her insides squeezed around Loona’s member, unable to resist.

“You're a fucking godsend!” Loona cried to the ceiling. “This thing was made for me!”

“Only because I made it for you!” Twilight shouted.

They gasped and exhaled, their hips moving back and forth. There was nothing else beyond them, nothing to distract from the other being attached to them. Twilight panted and locked her eyes with the glaring red of Loona. They recognized how much the other wanted this. It was a gratifying and intimate moment. Loona slowed her thrusting. They kissed. Twilight closed her eyes and Loona did the same. Their tongues twisted together, meeting like two equals.

Loona hilted almost immediately and began the cycle anew. She rammed their wide hips together, working those enormous grips of hers. Loona hilted again and again, hammering their hips, grinding, crushing, bashing. She howled as she felt Twilight feeling her up again, massaging her ass and rubbing her tail. Twilight pushed back against the domineering beast, unable to resist yet still with enough dedication to give Loona some payback. Twilight felt the paws massaging her breasts, felt her new body’s changes. They had been rewired for pleasure, able to give the perfect sensations and the perfect lover. She looked up at Loona’s face and crooned incoherently, she had done much the same. They were rewired, remade, remolded, transformed to fit one another. Lovers.

They both felt it. Loona’s balls were churning. Twilight's pussy tightened as Loona's rod turned into titanium.

“Oh, oh Satan…” Her words trembled as she felt a liquid sensation climbing up her cock. An instant later she felt her orgasm. Half a millisecond later she erupted inside Twilight.

Twilight felt like she'd been hit with a fire hose. Loona’s cum filled her up with the first burst. Another hit. And another. “Ah!” She cried and looked down. Past her enormous rack, she could see her stomach expand. She felt it with her hand and it was pushed outward.

Loona looked down, “Wha– what the–?” She groaned, then squeezed her eyes shut.

She was able to coax a little more cum out as her rod slipped out of the princess. She laid to the side. Both women contemplated Twilight's stomach. There was so much cum the princess looked several months pregnant. Her smooth muscular stomach vanished and was replaced with a bulging burgeoning paunch.

“I…I don’t…” Twilight mumbled. Loona collapsed against her, panting with exhaustion.

The hellhound idly sipped Twilight's milk. “I’ve got no fuckin’ clue.”

Overtaken by exhaustion, They drifted off to sleep.

XXXXX

At the Castle of Friendship, Princess Twilight Sparkle woke up in bed. She was sweaty, confused, and most of all, way too proud of whatever just happened in the dream.

She looked around, panting. She was back home, back in her bedroom. She was just dreaming. Twilight frowned, then felt moisture under her sheets. “It's been a while since I've had a dream that good,” She mumbled and grinned to herself. The details were fading fast, and she gingerly swung her legs out of bed. Twilight yawned and dusted herself off. She was barely conscious. My word, that dream was stupendous!

She climbed lazily to her feet. She moved awkwardly and kicked something by accident in the dark. She swore and stumbled to the bathroom. She flicked on the light and passed her reflection. Twilight sat down on the toilet, did her business, and then got up again.

She returned to the mirror to wash her hands. As she dried them, something caught her attention. She looked in the mirror again.

Then Twilight's brain tried to wake up.

Her eyes bulged out of their eye sockets. “Wh…what?”

She looked down in horror and shock to see her body had been transformed into a new hourglass shape and her breasts had quadrupled in size. Exactly like her dream.

XXXXX

In Beelzebub’s manor, Loona woke up. She groaned, rubbing her skull, then grinned and regretted it. She groaned again. “Fuck that was a good dream.”

Her head was killing her. She looked around. She was in Queen Bee's chambers, as usual on her Friday nights. Vortex was out of town but Bee was always willing to let her girlfriend crash.

The mighty deadly sin slept soundly in the bed beside her, two arms hanging off, half-buried in food containers and booze containers. Her mouth hung open and she drooled. Loona realized her own blanket was a mixture of beer cans and a wrapper from some giant food bag.

Loona felt weird. Her stomach was all messed up. It was barely light outside. Ugh, fuckin’ hangover.

She sighed and gently disentangled herself from the wreck of the bed. Loona made her way to the bathroom. She grabbed a fistful of painkillers from whatever was in the cabinet and chugged it down with vodka. Apparently, it killed human livers but she'd had worse.

Loona gulped and exhaled. She looked at her face in the mirror and wiped off some smeared makeup. And there was some…some…

Her eyes went wide. The vodka bottle dropped. She looked down and let out an enormous screech.

“Why the fuck do I have a cock?!”

Desirous Transformation

“So, this is weird,” Bee said, scratching her head.

“You don't say!”Loona exclaimed. She looked at herself in the mirror, feeling her new muscles. She squeezed a breast and winced, “Fuck, these are sensitive…!”

“I mean… in my house you can get dreams. Pretty hot ones. But I've never seen them change someone like this!” Bee looked her up and down, eyeing her up, especially her newly expanded backside.

“You mean you've seen this before?” Loona looked at her girlfriend in the mirror.

“No!” Bee paused, “Well, sorta. A powerful magic influence can affect someone through a dream but this is intense…!” She sidled up to her and wrapped two arms around her. With the other two, she gripped Loona's new member.

Loona let out a low growl, “Bee…!”

“Right! Uh…” Bee stepped back and looked around, “You haven't touched anything weird, have you? Attracted attention from one of the big fellas?”

Loona covered her lower body with her tail. “No! And she was a girl!”

“Ooh. Exciting!” Bee grinned, “But that doesn't narrow down my suspects. Lots of them play around if you know what I mean.”

“Whatever!” Loona barked, “Just tell me you can fix this! I can't even fit into my dress for fuck's sake!”

“Alright, simmer down, girl! It's alright,“ She soothed, “Anyway, since when have you cared about a walk of shame?”

“When my girlfriend won't fix me turning into a mutant!”

“Hey, I wouldn't say mutant…” Bee said, tilting her head back and forth, “There's a lot of freaks who'd drool all over you like this!” She glanced at a bit of wall nearby and winked.

“Who? Like you?” Loona scoffed.

Bee wrapped her arms around Loona, “Well, I am a freak.” Then she pecked her on the snout.

Loona rolled her eyes with a sigh. She embraced Bee lightly. She noted her enlarged chest was mashing against Bee’s and turned red. The Deadly Sin grinned and smooched her a bit deeper. Loona returned it, and soon they were making out furiously.

Bee felt Loona’s throbbing erection slide up along her inner thigh. She grinned with her distinct teeth and pushed the large hellhound back onto the bed. Loona’s eyes went wide. She was red as a beet and grinning goofily. Bee pulled off her top, letting her modest bust free, and dropped her shorts. Her vagina was clear as day, perfect as any sin’s body. Along with her extra arms, she had muscles, and her belly glowed. Bee straddled her, her legs to either side of Loona’s transformed thighs, “Whoever changed you has good taste!” She levered up the massive new member. Loona whimpered, and a shudder passed through her whole body. Bee still had that toothy grin and cupped Loona’s new balls. She could feel them stirring up and ready for action. “I miss your vag, but damn.”

She ran her tongue up the member. “Hng!” Loona’s paws sank into the bed, clutching at it. Her body seemed to want to get up and sink into the bed at the same time. Bee opened her mouth, practically unhinging it. As she did so, she reached her arms around to grip Loona’s tail, massaging it at the base. Loona squirmed and groaned as Bee sank her cock into her mouth, and used her remaining arms to juggle her testes and to tickle her anus.

Loona groaned again and arched her back. Her hand reached down to grip Bee’s head. “Mm!” She felt her lower body practically going numb. Bee’s tongue swirled around her, wrapped around Loona’s penis like a snake, pulling her off with such ease. Her fingers entered her anus and Loona’s eyes shot open once again.

“Bee…!” She sang. Her midsection rose, then back down, restrained by her lover’s grip on her tail. Bee slurped on her penis and continued to massage her filling balls. She moved like the insect she had heritage with, manipulating Loona’s lower body as the world’s most skilled piano maestro. It wasn’t long before Bee’s finger entered her rear fully. Loona squeezed her eyes shut and thrust into Bee’s throat. “Oh…watch out, I’m gonna–”

Bee’s head recoiled, sliding off Loona’s cock for a moment, “Ah–” She caught a faceful of forcible goo, coating her snout with it. With a snarl, she dove back on it and caught the second and third bursts before they could escape. Loona howled with elation as she came in seven different ways, her whole body shook as she blew load after load into Bee’s mouth. The Deadly Sin continued to catch the blasts, her head snapping back with every shotgun blast of baby batter. She yanked on Loona’s tail and jammed another finger in her rear. Below, Bee’s vagina finally exploded with her own girl cum; she had enjoyed this quite a lot.

Finally, her stomach practically bulging with cum, Beelzebub straightened up. “Dang girl, you were really pent up!”

Loona lay back, splayed out and in utter rapture. She lifted her head, “Ready for…another round?” She tried her best to sound seductive.

Bee smiled at her, “I can go slower this time if you–”

“Keep it going before I lose my nerve!” Loona said rapidly. She slid back on the bed up to the headboard, and reached down to her cock, “I’m not sure…” She trailed off and looked down. Her member was already back to full strength. Her eyes widened. “Whoa…!”

“I’ll have to call you quick draw after this…” Bee purred, as she climbed onto the bed. She slid up next to Loona. Then she hesitated, and put an arm around the smaller being. “Lunes…if you really are worried and you don’t want to–”

Loona looked up, “Come on! I thought you were all about this!”

Bee smiled, “I mean, I am…” She paused, “But I don’t want to hurt you. You seem really freaked out by this, girl.”

Loona shivered, “Only…freaked out…cuz…” Her hand ran up and down her cock, and she growled, “Because this stupid thing won’t go down!”

Bee’s eyes widened. One hand cast a spell, and she chuckled nervously. “I, uh…think you might be a bit excited.”

Loona kept stroking, “The fuck does that mean?”

“You gotta let it burn out for a few minutes. I dunno what caused it but you got something like an arousal spell on ya. You might cum a few times before it runs out.”

Loona looked at her. Then she grinned, “Wanna use the fun way to burn it out?”

Bee considered her seriously. “Lunes, we don’t have to do this if you don’t want to.”

“The easy way or the hard way,” Loona gripped her dick. Some of her resolve shifted, “I’ll take the easy way if you please.”

Bee’s smile returned, “As you wish, darlin’,” and kissed her.

Then with a start, she pushed Loona onto her side and straddled her yet again. She levered up Loona’s proud turgid member and slid it against her snatch. “Hngh!” Loona swore. She tried to tug Bee closer, but the Deadly Sin stayed back, continuing to tease her. Then, finally, she slid down onto it. It was intense, forcing her to open wide.

“Whoa!” Loona grabbed her girlfriend’s hips with a cry and thrust up into her.

Bee woofed and leaned over, clasping Loona’s tits, “Someone’s eager!” Her hands felt something moist, and she looked down. Milk was leaking out of Loona’s nipples. “And someone has a fetish.”

“Just get on with it!” Loona snarled.

“Power bottom or service top?” Bee asked.

“Grr…!”

Bee leaned down almost impossibly to slurp at one of Loona’s nipples. It was sweet tasting, something with berries, as she suckled down the milk. “Ah, sweet!” She gasped, as she drained the nipple of its fluids.

Loona felt her own juices sliding out of her chest and could feel them swirling in the flesh of her boobs before making their way to their new home in Bee's chambers. At the same time, Bee silenced her with a pump of her hips. She went to work on the bond between their bodies.

The real fun began. The Deadly Sin rose up and down on Loona as a demented roller coaster of multiple colors whooping with euphoria. She threw her head back, her mouth opening and closing. Two arms were behind her head and the other two to either side. Her hair whipped back and forth as she worked her hips up and down, and Loona thrust into her. She felt Loona’s member hit every side with her ridges, felt her insides embrace it with such love and affection she couldn’t help but cum. “Guh!” Loona shouted. She felt her girlfriend cum around her new dick for the first time, the first time someone had cum while she was inside them.

There was a rush of liquid and golden glitter-stained fluids leaked past Loona’s cock as Bee shouted, “Oh, yes, more!” The throes of one orgasm past and another on the way. Loona gritted her teeth, grabbed Bee, and pulled her close. Bee grinned and hugged her with all four arms, “Oh, gosh,” Bee growled. Her voice purred and made Loona groan with satisfaction.

Loona’s cock was enormous, yet it was hilted to her hips trapped deep within her lover. Bee squeezed her tight within her body, curling all around her like a spider. She pulled her knees up against Bee's delectable ass. She squeezed her eyes shut, then opened them again to look at her girlfriend. “Come on!” Loona growled, thrusting up into her. Her backside left the bed, driving into the pelvis with enormous force, again and again.

Bee shrieked with delight as she hugged Loona back with all four arms, resting her muzzle on her shoulder. “Come on, indeed, my swooty Loony!”

“Call me that again and I’ll–” Loona gasped as Bee impaled herself once again. Her member was stuck inside, unable to escape, and wrapped in the grip of the softest vice imaginable. A gooey, slimey, sticky, and annoyingly cute vice. Loona panicked and tried to pull it out. A massive thrill rang through them both. Loona did it again. And again. “Ngh!” She groaned, “I'm stuck!” She pulled and tugged, changing her orientation. It only served to make both of their genitals even happier.

“Oh man, Lunes! If it gets me this, I’ll call you whatever I–” Bee shrieked in surprise. She felt a fire flash through her insides. She came again. “What the…?” She leaned on the cushions, temporarily out of commission. She was bewildered. The second one never came this fast!

Loona grabbed her shoulder. Bee was off balance. She heaved them over, putting Bee on her back. Bee grinned up as Loona glared at her. She slammed her hips up into Bee. Her whole body, still stuck on Loona, heaved up like a battering ram. Bee took a moment to regain control and smiled. “Someone taking charge?”

“You tell me!” Loona roared. She thrust and Bee choked. She thrust again. Then she began to reciprocate, faster and faster. Bee positioned herself, dug her heels into the bed, and slammed back. Their hips crashed into one another. Bee was astounded her girlfriend had such control. Especially with how quick she came! They fell into a cadence. The powerful piston engine put Bee's entire upper body into motion like a well-oiled machine. Her breasts rose and fell with each motion, her glowing belly still warm with Loona's cum and her natural energy.

“No, you tell me.” Bee put her hands behind her head and the other two grabbed Loona’s hairy back. “That thing’s magic.”

At that moment, Loona exploded. Bee’s eyes went wide and she let out a scream. Loona roared as she kept thrusting. A volcanic and appropriately hellish fire filled up Bee’s vagina, up her canals, into her womb. Every thrust spurted blasts of cum into her body. Loona snarled fiercely, thrusting cum into her body. Bee arched her back. There was an enormous amount of cum. Again and again, Loona came. Bee wrapped all four arms around Loona, “Aah!” She screamed.

“Grah!” Loona shouted, her voice trailing off. She kept thrusting, even as the spray of cum seemed to die down.

Bee didn’t notice. All she felt was that double-whammy sledgehammer hitting her vagina, then her insides. It was honey from heaven, hotter than the sun, and thick as tar. She felt it coat her insides and painted the town white. “Ooh…ooh…!” She moaned, “Oh, man, Lunes…” The deluge inside her finally came to an end. They panted loudly, holding each other above the bed like dancers frozen in the last step.

Bee let herself drop back to the mattress. Loona fell to the side. They gasped for air, and Bee looked at Loona, “I think I want to meet whoever that dick was made for.”

Loona coughed, out of breath and exhausted. She looked at her finally limp member. “Yeah, I think I want to.”

Informative Change

Twilight was busy masturbating. She had been doing so ever since she woke up. Her mind flashed through various permutations of the dreams she'd had. Her fingers were jammed deep in her vag. Her thumb played with her clit. She couldn't stop thinking about that beautiful girl, that hellhound who'd changed her so.

Her eyes opened and she looked down at herself, still furiously masturbating. She wasn't a bimbo, but she was close to it. She wouldn't be out of place on any magazine for her curves, or her chest. She rivaled the queens for her body.
But that hellhound… Twilight groaned and moved her head back. For someone of her position, the idea of wanting to be dominated, to be seduced…

“Aah!” One hand passed over her breast. It felt like her sensitivity had dramatically increased! What else did this new body hide…?

Her mind went to another girl, another beautiful mare she loved more than even that dazzling hellhound. A short skinny mare with a pair of blue knockers… that could stand some improvement in a perfect world.

She lay back and braced her head against the side of the tub. She hadn't wanted to make a new mess of her sheets and had transferred to her castle bedroom tub a few hours ago. The bottom was coated in her juices. Soon would be a fresh batch…

“Twilight, you in here–?”

“Oh, Celestia!” She screamed as she heard the object of her affections.

Twilight’s member exploded. A massive explosion of fluids detonated and sent magic in all directions. Straight into a familiar mare who just walked in the door. She screamed, not in pain but in pleasure.

Rainbow Dash had been coming to see Twilight, they’d had plans to meet today. She’d just walked into the bathroom when the magic struck. Dash's clothes disintegrated, completely gone. Her breasts swelled to an enormous size. Her hips widened as her legs spread. She hit the wall, and her waist felt strange, crackling and stretching. “Ngh…” She moaned as her flesh hardened, reorienting itself. As she sat up, layers of flesh built onto her, leaving her quite musclebound. “What the…?”

Dash looked down at herself. Her bust had swollen to an enormous size, teardrop shapes nearly as large as her head. She cupped one of her breasts, her eyes wide. It jiggled tantalizingly, and she let it go. “I…I…”

Dash turned and looked in the mirror. A big, sleek, and powerful pegasus stared back at her. She felt her body, touching all of her transformations.

“Rainbow! I–” Twilight stammered.

Dash cupped her massive breasts, looking at the vast gulf between them. Her waist had drawn itself in, redistributing its mass to her hips and fattening it into an attractive form. She was curvy, much curvier than an athlete should be! Yet there was an exaggerated sleek Olympian symmetry to it. She felt powerful abs and thick thighs, long and sleek with muscular strength; not that she could see them past her new breasts. Her shoulders had broadened, giving her wide arms and thick biceps. Her hands traveled down, feeling herself up. Her body wasn't grotesque, it was… more something new. Her muscles were like marble, she was just so lustrous.

Then she felt a tingling, and something rising she didn't expect. Dash's eyes widened, and her hand wrapped around a cylinder between her legs—a thick, fleshy cylinder. Finally, Rainbow Dash looked at herself in the mirror again. “Whoa! What the fuck?” Between her legs was a cock the size of her favorite dildo. Massive weighty balls sat under it. As Twilight caught her breath with exhaustion, Dash turned toward her.

“Rainbow, I–”

Dash looked her up and down. Her mouth hung open, slowly drinking in the luscious details of Twilight's new body. Her eyes fixed first on Twilight's chest, then on her stomach. Her gaze moved to the mare's flanks and her ass, as well as her meaty thighs, before coming back to her face.

Dash's mouth slowly closed. “Oh… Twilight, you could've just asked!” she climbed into the tub with her and began stroking herself. She took to her new equipment with gusto, a determined expression on her face.

The muscular and athletic mare was the picture of attraction. Twilight stammered, blushing and mumbling. “Dash…” She finally managed to squeak out.

“What? I'm not doing anything.” The close quarters of the tub made the slick sound of her hand echo. Dash leered at her seductively.

“Rainbow– I'm sorry–”

Dash kept up her competitive face. “Someone dripping like that isn't about to say no.”

Twilight blinked. She looked down, still unused to the body before her, either Dash's or her own. Sure enough, her vagina was positively drooling. “I…”

“Yes or no?” Twilight looked up. Dash was hovering over her. She'd crept even closer. Her eyes went to Dash's chest, and finally her cock.

Dash had not thought her friend capable of this sensuality, or if she had pictured her like this for so long. It was plain as day to her, even as she crouched jerking herself off, Twilight had wanted this for ages. She didn't even know this level of transformation was possible…!

Twilight narrowed her gaze. Her horn arched with energy, a sure sign of arousal. Her nipples looked as hard as stone. She crawled over to Dash, unexpectedly dominant, and kissed her. She felt Rainbow's tall cock dig into her smooth Amazonian stomach. She felt slime spreading across it, the warm sensation of fluid leaving their bodies. “Yes…”

Doing “nothing” resulted in Dash exploding. A hot gout of baby battery struck Twilight's belly. She shrieked in shock. Dash groaned and shifted her hips forward. Blasts of goop ripped across her frame. Twilight stumbled back, leaning against the side of the tub. More cum splattered across Rainbow's body.

“Oh, holy shit–!” She stammered. Her eyes went wide. She kept ejaculating.

By the time she was done, the entire bottom of the tub was filled with Rainbow Dash's cum.

They looked at each other. Twilight was upon her in an instant. She slobbered her tongue across her face before she found her mouth. They made out furiously. Dash ran her hands around Twilight's naked back and pulled her close. Her erection rubbed against Twilight's thigh. Twilight's tongue went down into Dash's mouth and the rainbow mare gave a thrilled sound. Their bodies splashed in the copious fluids.

Finally, they broke, panting for breath. Dash grinned and looked down at their genitals. “You like dominant gals, don't you?”

Twilight panted, “I…”

“I may be pretty awesome, but I hope I can satisfy you.” She rolled them over. “Sweet Celestia if I'd known you wanted me this much I'd have picked you years ago! With this thing, I'm definitely gonna dick down some mares!”

“I didn't want to– Ah!-- I was so nervous!” Twilight arched her back. Rainbow was feeling up her chest like she owned it. She was a loyal and selfless mare, but that didn't mean she couldn't pretend to be the opposite in bed. She twisted Twilight's nipples and squeezed her tits.

“Oh my Celestia I love these things!” Rainbow gave her a rather sweet peck on the snout. She smiled warmly, even as she continued to grope the alicorn, “Well, no need to worry now. I'll take care of you.” Then she hesitated, and held her cock, “Assuming I can figure out how to work this thing.” Twilight grabbed it. Rainbow's penis immediately began to harden again. “A-a-ah!” She choked out.

With a shout, she shoved her cock forward. It slid between Twilight's breasts, and into her open mouth. “Mmf!” Twilight screamed.

“Oh my Celestia…” Dash moaned.

“Mmph… Mmph! Mmph!” Twilight squealed.

“Oh yeah,” Dash purred as she thrust, “Drink it down…”

Twilight kept suckling, kept giving Rainbow Dash's enormous and satisfying member the greatest blowjob she could. There was just so much of it. She gagged as it fed into her throat. Her eyes bulged as it went deeper and deeper inside.
Suddenly Dash’s eyes practically bulged out of her skull. She came. It was an explosion that filled up Twilight’s throat, and then her stomach immediately. Rainbow felt her mouth squeezing her cock like a vice. White hot fluid filled her up and bulged out her stomach. Rainbow tried to pull out, and succeeded, only to cover both of them in cum. When she finally stopped, they both looked like they were painted white.

“Oh… my…gosh…” Dash mumbled. They rolled over. “Ngh…” Dash groaned. “We need like a mat or something in here…” She held up an arm, her sky-blue skin stained with ivory fluid, “Ew…”

Twilight grabbed a towel and yanked it into the tub. “Here's something.”

The way Twilight moved, the way her breasts bounced and her muscles flexed made Dash aroused again. “So… so what do you think caused it?” She asked.

Twilight wiped cum off her skin as she thought. “I think somepony and I got linked in a dream. We were able to cast powerful spells over one another to make each other more appealing.”

“Then I'd love to meet who else has this sight on their bucket list,” Dash winked. “Ready for round two?”

"Maybe in a second..." Twilight leaned back.

As they lay there together, Dash had something on her mind. What about the mare Twilight had dreamed about?

Consultant Meeting

Loona sighed and adjusted her dress. Bee had given her a spare red dress, like her regular one. Unfortunately, it was all she had available for someone her new size and build. Much to her irritation, that didn't include underwear.
“Are you sure you wanna go alone?” Bee asked. “I could help…”

“No, it's fine,” Loona sighed, “I gotta have words with this bitch.” She adjusted her dress. Her new boobs stretched it out, her widened hips made it bulge to either side, and she felt like her new dick would spring out at any second, it rode up so high. She noticed idly that she was still quite sleek. Except for her breasts and her missing vag, she still had the same silhouette, she was just bigger.

Bee nodded, “Well, call me if you need anything.” She glanced at Stolas’ grimoire in Loona's grip. “You remember it all, doll?”

Loona flipped through the pages, “Yeah, yeah. ‘Gluttony Ring dreams can affect reality in certain circumstances with certain magic users’.”

“And the fact that it's in another dimension is annoying, but not too weird…” Bee commented, “And we need both sources of magic to fix it…”

“Yeah, and so we can trace this!” Loona snapped, “Just lay off!”

Bee tittered slightly, and put a hand on her girlfriend's shoulder, none too subtly feeling up her fit musculature, “Gosh, babe, relax! It'll be okay!” She peered over her shoulder and read out the spell. With a wave of her hand, a magic curtain appeared in the air. Loona gave an annoyed snort. Bee grinned. She knew how aggressive her girl could be, but that there was a softness inside that made her likable. The hellhound had odd ways of showing affection. “Wanna nibble on my hand? would that make you feel better?”

Loona scoffed and swatted at her. “Finish up the spell, Bee." Bee smirked and continued her gestures. “Eep–! Bee!” Loona’s hips snapped forward, squirming as Bee's hand recoiled from its position on Loona's delectable ass.

Bee grinned again, “Alright, alright! Get going, Lunes!” Reality ripped open and a cut in space/time appeared.

“I'm gonna kill you when I get back!” Loona snarled, stumbling forward.

“Lookin’ forward to it, sweetie!” Bee called, putting a hand to her mouth. The portal snapped shut. “God, if she gets back without me being able to get that ass one more time…” She shrugged, “What did I do to get such a hot girl either way?”

~

Loona appeared in another world. She stepped out into a large crystalline castle. “Alright, now where's this pony?” Loona muttered. She looked around the room. “Fuck, this place is big.” She walked through the building. It was like one of the Goetia manors, only more cutesy. Everything was made out of crystal.

As she walked, she shifted her dress uncomfortably, feeling it riding up and stretching. When I get my hands on that bitch I'm going to fuck her… up.

Loona caught herself in a mirror. She realized she hadn't taken the time to appreciate her new body. She touched her face. That hadn't changed, thankfully. She examined herself, turning to see the gray fur on the white body of fur. Above all, her new body was built for speed, not for strength. Her shoulders were as slim as ever, while her lower body was wide enough to support two powerful legs. Her thick thighs curved up into a broad set of hips, perfect for pursuing her prey in a full sprint.

Loona stopped and flexed. Bulging biceps adorned her arms. They were hard as stone and smooth as marble. Taught, sinewy muscles ran up her back too, under her thick fur. She was enormous, practically chiseled out of granite, and yet somehow had enough softness to make her fur lustrous. Like the hellhound she was, Loona could tear a target apart in seconds.

She grinned at the mirror. Without thinking, she began to strut, smirking at the mirror and giving it interesting looks. Her muscular and athletic form shifted, alternating and swaying with every step, working back and forth like a metronome. She rested a hand on her hip and curled her lip back. “Hey, lady…” She tried, “Hey man…” She suggested. “Hey girl, you're fine as hell,” Loona said with a sly grin. “Maybe that bitch doesn't have such bad taste after all!” She was fit, she was huge, she had meat on her bones! She wasn't built like Vortex, but man she had grown!

And then there was her cock. An enormous hellhound member bigger than any she'd ever seen. Her dress was long enough it didn't show, but she could see it bulging. Wait, what? She looked down. Her enormous, white wolf penis was rising with arousal. She felt her new balls churning, filling with breeding power. Blood rushed to her dick as she became more aware of it. Oh, Satan, not now!

She leaned against the counter, pushing her skirt down, trying to think of un-sexy things. Her eyes widened as she looked up at the mirror. Her eyes had fallen on her cleavage, and she felt a pump of blood. Oh, you fucking narcissist! She was turning herself on. To be fair, if she had been in her normal body she would have fucked anyone with these curves … Her boner made itself known yet again and she swore. At times like these, she felt kinship with her dad.

A naked purple woman chose that moment to round the corner. She had luscious curves, not too wide and not too thin. Her hips were broad for any occasion, and she had a pair of enormous jugs hanging from her rack.

She stood there, looking at the hellhound bent over below the mirror with her hand on her stick. As she watched, Loona felt another pulse of blood flow through her body. “You!” She shouted.

“You!” The purple being’s horn lit up. A sheet appeared from nowhere, and she wrapped it around her voluptuous body.
“Ngh–!” Loona swore, and her pumping bore fruit. Pressure like a hose erupted from her member and she recoiled back. Three bolts of white cum splattered across the hutch under the mirror and followed along the floor to Loona. “Oh, that wasn't a good one…” She moaned.

The being gasped, looking at the mess, “What the–? Who– Who are you? What are you doing here?”

Loona straightened up, furiously attempting to fix her dress. “Loona,” She snapped. She extended one hand to try and let the slime drip off. “Who the fuck are you?”

“Princess Twilight Sparkle of Equestria,” the woman said, “How did you get here? I thought you were just a dream!”

“Yeah, so did I,” Loona snapped, and looked around, “Where the heaven are we?”

Twilight stood up, still with the blanket wrapped around her. “We're in my castle, in Equestria. Where are you from? Who do you serve?”

“I'm from hell, in another world. I work for some shitty company. What the fuck did you do to me?” Loona demanded. She stood in a threatening posture.

Twilight fell back into a defensive one; ready to protect herself yet still standing tall. Loona’s cock twitched. Twilight's vagina dripped into her blanket. Neither noticed. “To you?” Twilight exclaimed, “What did you do to me? Look at me!” She gestured to herself. “I've been turned into… into…”

“I dunno, some sort of weird dream! Just get to the part where you can fix me!” Loona shouted.

Twilight frowned, and grimaced, “Okay, so neither of us did this on purpose?”

Loona snarled, then blinked. “Uh… I guess not. So what?”

“Then maybe we should work together?” Twilight suggested. Her eyes slid down to see the bottom of Loona’s dress askew.
Loona tugged her dress down again and scowled. She wanted to say no. But something about Twilight's posture struck a chord in her. “Ugh. Fine.”

Twilight gave her an odd look. Then she extended a hand, “Alright. We'll work together to solve this, deal?”

Loona looked at her hand, “What, you want my soul?”

“No, just…” There was that odd look again, “This is how we seal deals here.”

Loona looked at her suspiciously. Then she grinned, spat in her palm, and shook Twilight's hand, “Deal, princess,” She said.
Twilight, to her surprise, only wiped her hand off idly, and then her horn glowed. The mess on Loona's other hand, and across the floor, vanished. The mare said, “Come on.” She turned and walked around the corner, giving Loona a fine view of her wide purple hips.

Loona felt her penis twitch. She pushed it down and shook her head, “Where the fuck are you going…?”

Twilight led her into a wide conference room, with six chairs around a big circular table. She grabbed a shirt and shorts that were thrown on the floor and quickly pulled them on. Twilight then looked at her notes scattered across the table. “I have been trying to cure this myself, but I can't seem to figure it out!”

“Yeah, no shit. You can't fix this without the other source of magic,” Loona said, stepping up beside her. She picked up some scribbling and examined it.

“Are you a scholar as well?” Twilight asked. Her eyes flicked down to Loona’s waist, and the base of her dress.
Loona looked up, “Me? Nah. Just have a book.” She held up the grimoire, then slapped it down on the table.
Twilight winced. She didn't know what it was but it looked old, and therefore delicate. She didn't notice Loona's glance at her cleavage. “May I see that?”
“Go for it,” Loona said.
Twilight took the book. “What have you determined about this anomaly on your end?”

“In Lust dreams, you get normal shit. Gluttony gets you the weird stuff.” Loona said. “You can alter reality by dreaming of certain shit under certain conditions.” She scowled, “I didn't think you were real!”

Twilight rolled her eyes, “I didn't think you were, either!”

“Well– good for you!” Loona grumbled, folded her arms, and pouted.

To her surprise, Twilight made a little snort sound. For Loona, it was almost like hearing Bee laugh. “I think our respective magic joined together,” Twilight said, looking through the book.

“Huh,” Loona scratched her head, “I didn't think I had enough for it.” She looked at Twilight and nudged her rear, “Neither did you, at first.”

“I had plenty, thank you very much!” Twilight glared at her and swatted her hand away. Then she took a breath, “I'm sorry for what I did. I had no more control than you did.”

Loona looked at her. The earnestness in her voice sounded… real. Rather than say something suspicious, she blew air out her nostrils. “Fine. Let's just fix it.”

“It will take some time…” Twilight said, “I sent out some telegrams, but my assistant is off duty today. I can't send anything immediately.”

“Telegrams?” Loona exclaimed, “How far behind…? Is there anyone else who can help?”

Twilight grimaced, “I don't like it any more than you do. My messages won't get through to my mentors or the universities for a few days.” She leaned on the table, “I'm afraid it will take time. Maybe the whole weekend.”

Loona sighed, and eubbed the bridge of her nose, “Ah… fuck.” She looked around, “You got any booze in this weird… pony… place?”

“I don't drink. Much,” Twilight admitted. “I do have some wine for special occasions...”

Loona looked around, sniffed, then headed for the kitchen. “Great.”

“What are you doing?” Twilight called out. Her eyes were again drawn to Loona’s waist.

“Looking for shit to eat and drink. We're gonna be here a while, right?”

Twilight growled in annoyance, and followed her. In the kitchen, Loona found the fridge. She immediately took out several containers of food she recognized. Twilight entered the room. Loona looked Twilight up and down, and sneered, “Nice outfit, princess.”

Twilight flushed, realizing how tight her top and shorts were. “Don't you have a sense of urgency?”

“Yeah, but you said we can fix it, and I'm hungry. Plus I think I can make some booze.” She stuck her head back in the fridge and withdrew a sealed cider container. “Ooh, thought you said you didn't have any!”

“That's for… special occasions!” Twilight said, blushing. She had been eying up Loona's ass and tail when she ducked in.
Loona ripped open the cider top, making Twilight wince. She held it out and grinned a little. There was something warmer in the expression. “Look, kid, the least I can do is get you a drink after what happened.”

“I'm pretty sure I'm older than you…” Twilight realized it was a peace offering. She took the cider and drank. As she did, she noticed Loona's eyes light up. And flick up and down her body again.

“You, uh…want any of this?” Loona asked, gesturing to the food.

Twilight frowned. Then she smiled back, “Sure.”

They sat at either end of the table, chugging cider Twilight had had since the first day she got here, and eating the food Pinkie Pie had made for her.

For the most part, they ate in silence.

“Nah, I… I don't have many friends.” She paused, “Not until Bee and Vortex, anyway.”

“Well, it's never too late to get more!”

Loona’s mouth twitched. “Shut up and drink your booze, Twi’.”

Twi’. Twilight smiled. The wolf woman was just as insecure and anxious as she was. They just dealt with it in different ways.

Loona looked down at the food but found her eyes drawn back to the horse girl. It seemed like Twilight here was used to dealing with people like her. Her eyes flicked down to Twilight's cleavage. Stop thinking with your dick, you loser!

Suddenly, Loona sat up. She sniffed the air. “Hey, you got a pool here?”

“Uh… yeah.” Twilight got up to lead the way. Loona was entranced by the way she moved, how she swayed from side to side as she walked, the smooth curve of her hips.

Likewise Twilight stole gazes at Loona. The contrast of the sharp red color from her short dress was perfect against her gray and white pelt. The dress swept down smoothly over her broodmare hips and thick thighs. Twilight just couldn't keep her eyes off Loona’s waist!

They climbed onto the roof. Twilight opened the door. It was a nice day. Loona hissed and shaded her eyes, “Too damn bright…”

“Do you always curse this much?”

“Only when I'm awake,” Loona snapped and looked around. “Oh, well…” There was a small pool on the balcony. It had a fountain arcing water up in the center.

Loona shucked off her dress and glanced back. “Well, come on!”

Twilight hesitated. She watched Loona's rear sway from side to side as she approached the water. Her tail wagged back and forth with every movement. Twilight couldn't help but run her gaze up and down the hellhound's muscular gray back, then shook her head.

Loona sat down in the pool, her arms out to either side. She looked delighted. Then her head snapped up. “Hey, you getting in or gettin’ out?”

“...huh?” Twilight murmured.

“Either stop looking at my tits and get outta here or get in here!” She snapped.

Something about her commanding tone made Twilight's insides shiver. Twilight took off her shirt and shorts. Out bobbed her new breasts, her new smooth and purple belly, and her new luscious thighs. She blushed as the corners of Loona's mouth curled up; she liked what she saw.

Twilight sat down near her. Her hands were squeezed between her legs. They were awkwardly silent. “Hey. Shoot, pony girl.”

Twilight flushed. “I want you to know… I didn't mean…”

“Ah, what the hell. Neither of us did, right?” Loona made a gesture. She grinned a little, “We both thought it was a dream and saw the other as hot. We're both people, right? No shame in being attractive.”

Twilight giggled. “Yeah.” They chuckled together. She didn’t know what to think of this woman. She hardly knew her. She’d barged into her castle and eaten her food… but she had freely admitted this was all an accident.

Twilight tried to get to know her. The pair spoke awkwardly, in fits and starts, but came alive at the topic of magic. They debated about how to fix their situation. “I can send a letter to Queen Celestia…”

“I suppose I could ask Stolas for help…”

Twilight edged closer. Loona put an arm around her. “I did want to say… I had a wonderful time.”

She kissed Loona's cheek. the hellhound blushed like mad, holding her cheek. The hellhound leaned forward and kissed Twilight on the lips.

“Loona… I'm a bit… insecure. I only wish I had your sort of confidence.”

“Psh, why?” Loona looked to the side, “Look at how smart you are. You're the one figuring out the puzzle here. You've got this whole castle,” She gestured vaguely, “You're not the one who had to get help from her girlfriend to get here.”
Twilight's heart fluttered. Then her eyebrow arched, “A girlfriend you say?”

Loona looked over. “Huh? Oh, yeah. Don't worry. She doesn't mind what…” Her eyes flicked down to herself, then to Twilight, “Whatever we've got going on.” Loona smirked, “Frankly, she wants to meet you.”

“She does?” Twilight squeaked. Then she smirked, “My marefriend wants to see you.”

She had Loona on the back foot for once. The hellhound looked flustered and squirmed. “Sure.”

“You're smarter than you think you are, Loona. You're the one who came here, after all.” Twilight scooted closer. “You're a lot better than you think you are.”

Loona smiled warmly at her, “Thanks, Princess.”

Twilight smiled back. For a moment they looked into each other's eyes, enraptured. Loona had never felt this way with anyone except Bee. Twilight was so strange, so… willing to stay with her despite all her nonsense. A bit like Dad… Then Loona felt her hand brush against her leg underwater. But more like Bee.

She clutched Loona's member, working with both hands. She ran them up and down. “Mmm…” Loona leaned back, spreading her hands to either side of the pool.

Twilight watched her lean her head back, seeing her majestic form spread out. Casting a spell, a pair of purple magic hands remained on Loona's penis, rubbing and moving.

The mare straddled Loona's large body. She ran her hands up and down Loona's wide arms and reached up to scratch her chin. Loona gave a whine and her foot thumped. She looked down, “How are you…?”

Twilight leaned in and kissed her. Loona groaned and returned the favor, as her penis was still being massaged.
Then, it exploded. Like standing over a hose it erupted into their chins, spreading hot white cum all over their bodies. It sloshed away into the pool but still left plenty covering their boobs.

“This thing is just on a hair trigger, isn't it?” Loona said in a bored voice. She sighed and raised herself out of the pool.
Twilight's eyes were locked on the member dangling between Loona’s legs. The naked hellhound flipped her head back and shook herself off, her moist fur showering the side of the pool with water. She turned back, giving a grin and expecting a drooling alicorn, only for her jaw to go slack.

Twilight lifted herself out of the pool, water pouring off her body like a whale breaching the sea. She still wasn’t used to her new form, with how she stumbled slightly. Still, she grinned back and swept her hair back. Water dripped down her face.

A bit red, Loona threw a towel at her.

Twilight looked at their bodies, studying them with more scientific interest than a lewd one. “It’s interesting. There’s no stretch marks, no sign of alteration, it’s as if we were born this way!”

“I mean, it is magic, Twi’.”

“Yes, but it usually makes sense!”

Loona put down a few towels on the smooth floor of the poolside. “How about we lie down while we do this?”

They laid on the towels beside the pool, slowly and gently making out. Loona's long wolf tongue danced in Twilight’s mouth, her big muzzle easily overpowering Twilight’s snout. And Twilight found herself loving it. Few had made her flustered in this way. And there were few others she'd met who matched her level of awkwardness.

So she responded to Loona's tongue with gusto and cheer, tasting the hellhound’s foreign saliva in her mouth. It tasted a lot like cider and an odd burning spice.

Loona felt like Twilight tasted like cider and rainbows. Her feeble tongue compared to hers still dumped plenty of spit on the canine tongue.

They explored one another's bodies. The sex slowly dissolved into more of a fascination. Loona cupped one of Twilight's new jugs, “Damn, I do good work,” She murmured.

Twilight ran her hands along the larger woman's arm, “And so do I. This is fascinating! Able to cast magic across such a distance…!” She found herself enthralled by Loona’s sweet, intense red eyes. She seemed distracted but somehow she could tell the hellhound was attentive.

As Twilight rambled on, Loona found herself watching dreamily. Normally she wasn't into nerd shit but Twilight found a way to make it fascinating.

It was their preexisting attributes that really made them attractive to one another. Twilight loved Loona’s eye-catching mixture of gray fur and a soft white underbelly. It was a perfect balance of the colors. She gripped Loona's sizable backside, and couldn't get enough of how her gray fur curled around her body.

Loona's attention went downward. she bent forward and sipped Twilight's milk. Her breasts were packed with the stuff, stuffed like extra dense water balloons, yet so much more.

“They don't deflate when you suck on them…” Twilight breathed.

Loona’s eyes widened, “Delicious. And neither do mine.” She looked down and squeezed. “Open up.”

“I– mmomph!” Loona gently but firmly pushed her nipple into Twilight's mouth.

Little did either know that the magic had not faded. They felt a tingling sensation as they made out, exploring their bodies. They chalked it up to… romance. But their magics were interacting, changing, and interlocking.

Loona walked back into the castle. Twilight watched her pretty tail wagging happily. It was only when they were inside that she realized they were both naked. She rushed up and pinched Loona's backside. She felt up her tail.

Loona turned around. She looked around the room they were in, the main conference room. She looked back at Twilight. “You're gonna be regretting that.”

She grabbed the princess’ wrists and bent her over the conference table. Twilight felt her nethers brushed by the long cock, then another spot entirely felt moisture. “Wait, Loona! I haven't… had anything… back there!”

“Whoops. My dick slipped.”

Loona’s cock stabbed into Twilight's ass, filling it immediately. It was tighter than a vice, Loona swore as she thrust again.
“Loona–! Loona–! I– I can't– Aah!” She screamed as a bundle of pleasure passed through her.

Twilight felt her insides being reamed out. She was pinned down by her lover, helpless but to squirm about, and loving every second of it.

“I'm gonna keep every hole of yours filled up,” Loona hissed, “I'm gonna keep fucking you until it takes, I'm gonna keep you in my den! You'll be a mute broodmare for me!”

The dirty talk made Twilight explode. She felt her crotch blast goop all over the table. “Yes! Oh Celestia, yes, take me! Mold me! Own me!” It would be shocking for a princess to be saying such a thing, but she was a person as well as a leader. She had her feelings of course, and her own desires. A big strong woman crushing her was one such delight.

“Here it… cums…!” Twilight felt her rear widen as Loona’s cock filled up. The magic in her body prepared for the influx.
A jet of white goo sprayed inside her. It saturated her insides and made it ready for the next blast. An instant later she felt it again. The time between the shots was nearly null. More and more came in. “Oh! Oh! Oh!”

Loona screamed and leaned back, holding Twilight’s wrists. Then she leaned forward, “Aaah…!”

Finally, the cum tapered off. They felt their feet dripped with juices, both cum and marecum, as Loona pulled out. “God damn…”

Twilight leaned back against the table, cupping her own breasts. “Yeah…”

Loona grinned. “Uh… sorry about the mess.”

Twilight felt her stallion’s foal batter pouring out of her rear. It felt like it was coating the insides of her butt. She felt it tingling back there but dismissed it. She tried to stand, and Loona helped her up, “Well, we’ve got to clean up.”

They went to her room. Twilight locked the door and cast a sound suppression spell. She led the way into her bathroom.
In the shower, Twilight invited Loona in. “This is just like how we first met,” Twilight said.

“Yeah…” they locked eyes. Both blushed and looked away.

“Well, I’m sorry for what I put you through. So why don’t I make it up to you?” Then, Loona stepped forward. Then again, and again. Twilight was forced back, but Loona caught her legs. She couldn’t escape. The water came down on them like a fine rain, the chamber big enough for all their purposes. Loona straddled her like a horse and put her member between her breasts. “I want to see all of this.”Twilight went to her knees and trapped Loona’s cock between her enormous breasts. Immediately they molded to her lover’s shape, the perfect container for them as she thrust her dick in and out of them. The cock humped into Twilight’s face with regularity, allowing her to slurp up pre-cum. Loona stammered as she lost control. Both had been modified to fulfill the other's maximum sexual preferences, utterly devoted to getting the other off.
Twilight let out a whimper as Loona fed the penis between her breasts, across her upper chest, and into her mouth. It brushed against her lips, then with a little force went inside. Loona shifted forward, feeding more and more inside. Twilight’s gravity-defying breasts went with her, nestled in Loona’s crotch between her testicles and inner thighs. When Loona was done, half her cock was down her lover’s throat, and the other half outside between her boobs. Both ladies massaged Twilight’s breasts, squeezing them against Loona’s member.

The blast of cum filled Twilight’s cheeks unexpectedly. She gagged and Loona pulled her closer. Now bypassing her gag reflex the cum went right down her throat, through her esophagus, and filled her belly.

Twilight felt like she’d eaten a whole meal. She squirted with the sensation and gagged again as she felt no less than two orgasms pass through her. Her whole body shook as Loona pulled her cock across her tongue. Twilight grinned up at her. “Delicious.”

“You’re gross,” Loona said but grinned.

They cleaned themselves and dried off once again. As Twilight stepped out of the bathroom into her bedroom, she felt her towel snatched away. She turned in time for Loona to feel up her chest, then pushed her onto the bed.

Twilight crawled up, and Loona climbed onto it. She crawled up the bed over Twilight, “Now, for a nice… good… fucking,” She said. They made out, their breasts mashing together. Twilight squirmed as she reached down and felt her lover’s member. Neither could really see down there with their boob size.

Twilight arched her back as Loona slid inside, then grinned, “Yes, come on…!”

“Be patient, Twi’,” Loona cooed devilishly, “Be… patient…” She ran her cock further in.

Twilight felt it go in. Then further. Further still. She sent an arm above her head, the other on Loona’s right arm. “Oh… Celestia… god… Celestia…” she garbled.

“That’s a first.” Loona kept pushing. She raised an eyebrow. How much further could she go?

Finally, Twilight felt their hips meet. She looked down. Loona jerked her hips and she threw her head back. Loona leaned in. Their breasts mashed together, a pleasant downy sensation on Twilight’s chest as her lover came closer. “I love you,” she whispered. And they kissed. It was like an explosion in their minds. Those words, sex-induced or not, sent fireworks through their brains as their lower bodies connected. Loona’s size and weight coupled to Twilight’s foal-bearing hips and the plush of her hourglass form.

Twilight was the first to move. She arched her back as she lowered her pelvis. Her head leaned back a little and she opened her mouth. Her eyes widened as she realized Loona had wrapped her tongue around hers. Loona grinned as best she could, and leaned back in. Twilight felt the hellhound’s tongue exploring hers, pushing it down. She reached into Twilight’s mouth, licking her teeth, feeling her out. She pushed her pelvis down. Twilight’s rose to meet it and Loona almost shouted. “Ah…!”

Twilight began the rhythm, driving her pussy around Loona’s cock into containment, in and out of the breach so to speak. Loona was caught off guard. She kept her tongue in Twilight’s mouth. Their eyes were so close, separated only by their muzzles. Loona’s eyes became determined, and her tongue explored the gap between Twilight’s cheek and her teeth. It was so intimate, so sticky. Twilight grinned cautiously, even through the making out, as she worked her hips.
Loona put her other hand on Twilight’s pinning it to the bed. Her other hand interlocked with Twilight’s fingers. She leaned back, withdrawing her tongue but keeping her lips on Twilight, and shifted her weight back. Twilight grunted as she felt her cage become a drilling hole. Loona’s whole cock speared into her with a vengeance. She slid in and out, their hips clapping together gently.

There was a profound itch that both felt, wrapped around the edges of their reproductive organs, a desire to have one another sheathed, to clothe themselves in the other as if to hide from some long winter. Loona’s pale cock drove into Twilight again, seeking that cover, that warmth, even with how hot she burned.

“Loona…” Twilight moaned.

“Yeah…” Loona breathed, “Yeah… Yeah…”

Their lovemaking was slow and methodical, a pace adopted not by a railing couple, but by a pair of lovers studying one another. Two hunters in the forest, seek the other as prey. Loona began to pick up the pace. Twilight recoiled and shifted her hips back and forth. Loona winced, and leaned back, finally breaking their kiss. She tilted her head back, her mouth hanging open as she rocked up and down. Her breasts jiggled as she did so. Twilight looked up at her, this majestic beast riding her into oblivion. She felt her insides clench and unclench in knots, this lust and desire for one another a powerful tool in their arsenals.

Twilight rolled her hips and Loona pushed back. Their pelvises clashed with a terrific slapping sound that only continued, muffled by their fur but enhanced by their sweat. The room was deathly silent but for the muted sound, and their loud breaths.

Loona’s eyes went wide. Twilight squirmed. “Oh… Twi’, I’m…”

On a downward spike, Twilight felt her pussy being pushed wider. “Oh Celestia, I can feel… feel… feel–!”

She felt energy explode through her body, a jet of pure pleasure that threatened to consume her. Her orgasm sprayed around Loona’s long cock, splattering the sheets with her fluids. Loona was still driving away. Twilight leaned back only to feel her tunnel being pushed even wider. She felt Loona’s testicles on a downward swing! They churned with the sticky fluid of life. Finally, it hit. A frothing and bubbling spray of cum into Twilight’s womb. It hit with the force of a firehose, not one single jet but dozens of blasts that came together into a single joyously tortuous engagement. The women screamed with their love. Twilight felt her belly swelling with cum. Loona’s balls felt like they were turning inside out. Yet as if on autopilot her body kept humping the matriarch beneath her. She couldn’t stop!

Twilight writhed with pleasure, overwhelmed by her orgasms. “So full!” She moaned. It felt like she looked down and saw between her enormous bust the silhouette of her stomach filling up. It was like an alien had attached itself. How could that purple mass be part of her?

Loona felt it. She looked down and tried to pull out. “Sorry–!” She moaned and found herself driving back in. On and on it went. “I’m stuck!”

Their voices cut out once again in pleasure. They had to ride it out, this brilliant and erotic display. Inside, that tingling sensation continued. The magic was changing. Something was happening inside them. Loona groaned as she felt something within her stream of cum shift. Her balls seemed to shift, and something almost… backed up. Twilight saw the silhouette change, and descend. As they finally came to a halt, Loona’s cock more limp now, they found themselves stuck together, their moist bodies sticky and viscous.

Exhausted, Loona grinned at Twilight. “Mind if I… just… keep it in there?” She rolled sideways. Her cock was halfway out of the other mare, who was already asleep. They lay down on the bed and fell asleep together.