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"It's a shame that Fluttershy and Rarity aren't here to join us," said Rainbow Dash, tantalizingly dangling the Fluttershy skinsuit in front of her. "I bet Fluttershy would have loved seeing herself with a cock this big."
"Well, we tried our best," remarked Applejack, "but you know how big those two are on keeping their dignity intact." She sighed as she began slipping her leg into the hollow Rarity skinsuit. "I guess I always had kind of a thing for Rarity. At the least, I hope she'd be flattered that I’d want to try her on. And no means no, so we'll have to do without them, I'm afraid."
"Are you kidding?" exclaimed Pinkie Pie. "Those two are probably holed up in their rooms, going to town on themselves in their suits already! Reaaally says a lot that they haven't returned the ones I lent them, and that they haven’t been out in public much as of late…" She slid her arms into the currently inverted Twilight skinsuit's arms, readying to suit up.
"Alright, girls. Quiet down," Twilight sighed as she began straightening out her Pinkie skinsuit with her magic, getting rid of all the folds and creases. "No need to be disappointed; 'Fluttershy' and 'Rarity' will be with us in just a moment, after all~"
"Yeah!" exclaimed Rainbow Dash. "That's some good thinking. And then they'll be the ones wondering where Rainbow Dash and Applejack wandered off. They were so eager to wear these skinsuits and have some fun with their good friends, after all." She winked at Twilight, who winked back.
"Come on, Twilight. I'm already wet just thinking about it," whined Pinkie Pie. "I'm horny already and I don't think I can last another minute without putting this thing on."
"That's not just 'this thing,'" said Twilight, "that's me. The prettiest (and sexiest) skinsuit in all of Equestria." She stuck out her tongue. "You’d better play me really well, okay?"
"Don't you trust your bestie, Twilight?" Pinkie held up one of the Twilight skinsuit's dangling, empty arms and flopped it in Twilight's direction. "I've known you forever!"
"Well, seeing as I'm about to become her, I guess you're right," said Twilight.
While Twilight and Pinkie were having their little back and forth, Applejack and Rainbow Dash were trading glances at each other.
"Maybe it's better Fluttershy and Rarity ain't here after all," Applejack mumbled.
Rainbow Dash snickered. "Yeah! Can you imagine how red Fluttershy would get, seeing herself tugging at her face, stroking that big dick until she cums? I think that might just scare her right away. I'll let her have her own little private time away from the rest of us."
Applejack gave Rainbow Dash a wink and a nod. "Yeah, I reckon so." She turned to Twilight and Pinkie, who were still chattering. "Now, I don't mean to butt in, but I've been yearning to get this skinsuit on as well."
Twilight sighed again. "Alright, girls. Sorry about that. So, are we ready to become a new us?"
"Ready!" the girls exclaimed.
"Great," said Twilight. "Then, it's suit-up time."
Stepping into the middle of the room, she began stretching out the bottom of the suit, causing its pink legs to distort unnaturally as she slipped her hooves through them to wriggle in. "Just follow my lead now, take it nice and slow." The other girls nodded and went to work.
Rainbow Dash and Applejack followed suit, their hooves slotting neatly into the Fluttershy and Rarity skinsuits, making sure they fit snugly by wriggling their new hooves. Pinkie's skinsuit was a little unconventional: since it was in two parts, she took the pieces starting from the torso upward and wriggled her head and arms into it, almost like a rubbery sweater.
From there, the processes began diverging a little, each mare having to deal with their own separate new appendages they had to put on. While Twilight had to hoist up Pinkie's chubbier legs over herself and slip her tail into Pinkie's much poofier one, Rarity's white, lithe legs were a pretty snug fit for Applejack already. Applejack shivered as she felt Rarity's smooth legs tightening around her own, almost like a second skin. Rainbow Dash had to work around Fluttershy's cock, almost using it as a handle to hoist up the rest of her lower body. It was weighty and long, dangling from her crotch with noticeable heft.
Meanwhile, Pinkie's fingers protruded unnaturally from the Twilight skinsuit's arms as they tried digging deeper into her skin, until eventually, the skinsuit fully stretched and Pinkie found her fingers fully wrapped within Twilight's. The feeling of Twilight's skin tightly hugging her own body was intoxicating, like a tight embrace. Shifting her shoulders back and forth, she prepared to stuff her neck through the hollow neck insert and into Twilight's inviting, empty mask.
The room was quiet now except for the sounds of stretching rubber and occasional grunts or groans. As Twilight, Rainbow Dash, and Applejack pulled the suits over their nether regions, they moaned as the skinsuits encased them in their most sensitive areas. Twilight and Applejack had to resist every urge not to start stroking their new pussies on the spot, given how wet they were already. Meanwhile, to Rainbow Dash, it almost seemed as if all sensation from her dripping cunt went numb, and soon it was replaced by the erect fullness of Fluttershy's rapidly hardening cock. She released it with a yelp, every touch against it sending jolts of pleasure up her spine. Though no one mentioned it out loud, the scent of arousal hung thick in the air, mingling with the smell of latex and rubber as they all adjusted their new faux skins.
Pinkie heard the girls' moans from deep inside her own skinsuit and laughed. Her voice came out muffled from inside the material. "Not sure who's getting it better—you guys getting to explore your new mare and stallion bits or me, who..." With a big heave, she grabbed Twilight's mask and tugged it all the way down over her head. It stretched awkwardly, empty mouth and eye holes warping around Pinkie's face, limp horn and snout dangling and wobbling around.
Pinkie improvised, sticking part of her mane into Twilight's horn to cause it to shoot out with a pop. Twilight's face squeaked vigorously against hers. She followed it up by sticking her tongue within Twilight's rubber tongue insert. Stretching at her cheeks, she pulled them all the way back, causing her eyes to line up perfectly, but her own pink mouth to protrude slightly from Twilight's slack and open one.
"...Me, who gets to steal Twilight's face earlier than all of you." Because she wasn't wearing Twilight's face all the way, it almost sounded as if she was talking in a dual tone, Twilight's and Pinkie's voices overlapping with the same timbre. She tugged at the skin fold under her eye, revealing pink fur underneath. She grinned and stuck her tongue out at the real Twilight.
Twilight flushed a shade of crimson more than she already was. "Gosh, Pinkie. That's super freaky but crazy hot! Seeing myself covered over you like that, nnf…"
"Yeppers!" exclaimed Pinkie. "You're a sexy mare, but even sexier when draped over somepony else. And I must say, my ass suits you quite well."
Twilight yelped, realizing she was leaning back and giving her friends a full view, and quickly covered her behind with Pinkie's tail. A moment later, she lifted it away with a wry smile. "I don't think I have to worry so much," she said, "given it's Pinkie's ass you're seeing and not mine. And soon she'll be showing you a lot more skin too~"
"You got that right," agreed Pinkie, who continued stretching Twilight's face over hers. Now, more in Twilight's voice, she added, "and you'll be seeing a lot more of 'Twilight' too." Tugging Twilight's snout over her own one last time, she pulled at it and released it with a loud snap, and all at once, all of Twilight's features lined up perfectly over her, leaving a foolproof disguise.
"Half the suit and I'm already squirming," said Rainbow Dash. "Come on, I can't wait to get this thing on all the way." With a great heave, she hoisted Fluttershy's limp and heavy torso over her own, relieved Fluttershy's small, perky breasts were not as heavy as her brand new member. Yellow arms dangling uselessly at her sides, she held her arms together and almost dove into the suit, watching elatedly as the hollow arms became filled out with her own and, almost as if pumped to life, snapped attentive at her sides. Carefully, she inserted her wings into Fluttershy's empty wing slots, cooing as the delicate membrane enveloped her.
Applejack watched all of this with great fascination, her breath coming in faster as she watched the visceral transformation. Almost absent-mindedly, she grabbed her Rarity suit by its rubbery head and began pulling it up in a more deliberate way. Wouldn't want to ruin Rarity's delicate mane, of course. But nonetheless, the process was much the same, and soon she was wriggling her own fingers up Rarity's arms as well.
For Twilight's part, instead of picking Pinkie's skin up, she let it dangle down, and instead bent down even further to lower herself into Pinkie's loose skin. Bending, then straightening her elbows, one arm was filled with a satisfying schick, then another. Now, picking up Pinkie's head, she prepared to pull up the rest of her suit.
"Pinkie," said Rainbow Dash with a smirk, "you've been staring at us for like a minute now. Save that for after the suits are on! Come on, keep putting Twilight on."
Pinkie scoffed. "Don't worry. If you mean Twilight's legs, it's no harder than putting on a pair of pants. Imagine that—putting on your friend's skin like a pair of pants! A pair of purple, stretchy, very aroused pants." She laughed at her own joke and grabbed the detached skin from the bench next to her. "Okie-dokie-lokie, one fully suited Twilight coming right up!"
The other mares nodded and resumed their suiting up processes. They all gasped a second time as they lifted up their respective skins by their heads, feeling new breasts encase theirs and leaving only their heads unmasked.
"This is one heck of an exciting new experience," said Twilight. "Do you think I should write to Princess Celestia about this one?" She giggled as her friends responded with a resounding no.
"Well, it was worth a try. Faust knows I'd like to see Celestia and Luna wear each other for a while. Maybe they'd be into it as much as we are."
"At the very least," said Applejack, "if Princess Luna has seen some of our dreams, she's had plenty of time to decide. Or plenty of time to participate on her own."
"I guess so," said Rainbow Dash dreamily. "I guess being able to control all the other ponies in our dreams is a kind of suiting of its own. Like, she could just disguise herself as anypony she wanted and do anything she wanted to us. Sounds totally awesome." Gosh, she was jealous indeed.
"We can make it happen too," enthused Pinkie. "Just give me some time, and I'll have more suits at the ready so we can suit up as any mare, stallion, or creature from our wildest dreams. Getting to fool the ponies of Equestria for real, not just in some dream! Imagine how fun it would be to prank some unfortunate stallion by putting on some cute mare you didn't even know."
"Yeah," Rainbow Dash said dreamily. "And pretty hot. Count me in." She extended Fluttershy's arm, and Pinkie shook it with Twilight's hand. Rainbow's empty Fluttershy mask jiggled as it dangled from her neck, and Pinkie twitched as she was tickled by Fluttershy's cock lightly brushing up against her fur.
"Okay, girls!" chipped Twilight. "Last step. Here we go!" She took Pinkie's head dangling from her neck, lowered her head, and slipped it inside.
Rainbow Dash and Applejack followed suit, inserting ears, snouts, eyes, and manes into Fluttershy's and Rarity's awaiting heads. They all huffed as they adjusted their new facial features to perfection like they'd seen Pinkie doing a few minutes earlier. While it was quite straightforward for Rainbow Dash to slip her own face into the confines of her childhood friend's, Twilight had to help herself and Applejack out. In a moment of inspiration, she concocted an improvised plan using portals to conceal her own horn right on top of Applejack's head, allowing them to both slot into their respective disguises with greater ease.
At the same time, Pinkie sat back on the bench and held out the Twilight skin's legs in front of her, kicking her hooves into them quickly. Sticking out her tongue in concentration, she slotted them in about halfway before hopping to her hooves, standing straight up and hopping around, each hop carrying Twilight's skin further up and over her.
Twilight, Rainbow Dash, and Applejack moaned as hollow space filled up and holes were stretched over their eager faces. The more the hollow masks gave way to their own, the more their voices began to morph into those of the ponies they were putting on.
They were all so close now. Just a few finishing touches.
In one sweeping move, Pinkie slid the last of Twilight over her, tail popping all the way into Twilight's and yanking Twilight's waist over hers. Tucking in the skin folds to make the seam less obvious, now she was the one moaning as Twilight's marehood enveloped her own.
"Twilight Sparkle, Pinkie's perfect purple ponysuit puppet, at your service! And- o-ohhhh," she murmured, feeling arousal bubbling within her. "See? Told ya it wouldn't take so long."
It was Rainbow Dash who finished next. "Oh, come on!" she groaned. "How come you always win the weird stuff, even in this?" Realizing she said it in Fluttershy's voice, she cleared her throat. "Um, I mean, that's quite impressive of you, Twilight. Hi... I'm Fluttershy." Her dick twitched, betraying her newly acquired air of innocence.
Next, all of Rarity's features snapped perfectly over Applejack's. "Rarity, Equestria's newest fashion extraordinaire! Clothing designer and a piece of clothing being worn all at the same time, ready to bedazzle! Why, wouldn't it be just the twist if the pony most opposite my tastes were the one wearing me right now?" She giggled delicately and fluttered her eyes at the others.
Just to herself, she added, "Wow, Applejack, you sure know how to fill me out. Why, I absolutely adore being worn as your second skin, darling."
Twilight was the last to finish. "And best for last," she proclaimed. "Pinkie Pie! Equestria's funniest, horniest, silliest, craziest baker and now secret skinsuit maker! It's time to party!" With a small blush, she looked shyly at 'Twilight'. "Gosh, your voice sure is hard to get right. Did that come out okay?"
'Twilight' giggled. "Why are you asking me, you silly filly? I'm Twilight Sparkle! I couldn't possibly know how that chaotic brain of yours could possibly work, Pinkie." She grinned cheekily.
'Pinkie Pie' laughed. "I guess you're right. In that case… it sure would be a shame if everypony knew about this mare's scandalous secrets…" She turned toward her friends and presented her glistening pussy, stroking circles around it as she moaned. "And this party pony is feeling a little feisty just about now…"
"Ohhh, Pinkie, you've always been the wild one," said 'Rarity' seductively. "Just imagine all the scandalous things we'll do!"
"Oh, I don't know about that," said 'Fluttershy' meekly. "I couldn't do that sort of thing, even with a friend… h-hey!"
Against her will, she saw her hand glow purple with Rarity's magic, as Twilight lit her horn still hidden underneath the Rarity skinsuit and began dragging Fluttershy's hand closer to her, fingers jerking awkwardly before landing in 'Pinkie's' honey pot.
"Fluttershy, you're supposed to be innocent," 'Twilight' whispered playfully. "But with that big cock, you're anything but!"
'Fluttershy' blushed as 'Pinkie' let out a guttural moan from all the fingers 'Fluttershy' had so roughly plunged into her. "N-not fair…"
'Rarity' chortled amusedly as she felt Twilight's horn light up and tingle above her head. She turned toward 'Twilight', who was staring expectantly at her. "Well, while our friends seem occupied with each other," she said seductively, "why not show this unicorn mare how to have a good time?"
'Twilight' nodded eagerly, and soon they lunged at each other, masked mouths entwining in a series of intense and passionate kisses.
"Ohhh yes," groaned 'Rarity', feeling the heat build between them. "Let's play this game of desire to the fullest, darling. Show me what you've got."
'Fluttershy' continued to finger 'Pinkie' with renewed vigor. "Mmm, you're so wet," she whispered breathlessly. "Feels like you're just begging to be taken."
'Pinkie' shuddered as the pleasure built within her. "I can't hold back any longer! Fuck me, Fluttershy, fuck me until I can't think straight!"
'Rarity' turned her attention back to 'Twilight'. "You’d better fill me up… with all your ‘magic’, darling."
'Twilight' nodded eagerly and pulled 'Rarity' closer, their lips meeting in a heated kiss once more.
The intoxicating scent of their excitement, the tight embrace of their suits against their bodies, and the electric anticipation drove them all wilder, arousal only heightening as the night drew on. As the suited mares lost themselves in pleasure, they all shared one thought in common: this was going to be a long night, and a night to remember…
Author's Note
Hi again folks. This is a bit different from the content I've put out before, and I hope that's okay! I actually finished writing the rough draft back in November of last year and finally had the time to edit and publish it now, so enjoy!
As always, thanks for reading, I really do appreciate it! I’d be grateful for any feedback on what you liked or didn’t like; I don’t mind if it’s frank and fair!
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