Beyond The Goddess Within

by Soaking Wet

Rating: mature
Tags: Anthro, Dark, Romance
Length: 30265

Sequel to "The Goddess Within;" the Mane Six return to transform their fellow citizens - w

**WARNING: Some of the sex in this clopfic may not be for everypony. If that concerns you, read below the following description. If it doesn't, jump right in!**

The Mane Six return from Applejack's meeting with Princess Celestia at the end of "The Goddess Within" as a new day dawns in Ponyville. Charged with their new mission, the six friends and their baby dragon must now use their newfound sexual prowess to unlock every god and goddess lying dormant within their fellow citizens. But while a reluctant Princess Luna watches over them, will all the reckless bucking force her to release the awesome power of the Elements of Debauchery once again?

NOTE: This is a sequel to "The Goddess Within," which can be found at http://www.fimfiction.net/story/53654/The-Goddess-Within

Image cropped from this NSFW picture by 333456 at FurAffinity, also posted here: http://fc01.deviantart.net/fs71/f/2012/201/6/e/zecora_by_mynameis333456-d57zqib.jpg

***

SEXUAL CONTENT WARNINGS

Chapter 1: F rape, pregnancy, egg-laying
Chapter 2: F/F/M foalcon, incest, coercive rape; do not try this at home
Chapter 3: F/F sex, mild violence
Chapter 4: F/F/F foalcon, coercive rape, masturbation, oral copulation
Chapter 5: M/F sex, transformation with some blood, egg-laying
Chapter 6: M/F sex, incest; M/F/M threesome
Chapter 7: F/F/F/F, F/F sex, masturbation, oral copulation, foalcon
Chapter 8: F/F, F/F sex, masturbation, oral copulation, foodplay
Chapter 9: F masturbation, watersports; M/F sex
Chapter 10: orgy
Chapter 11: orgy, mild vore
Chapter 12: F birthing, unbirthing, lactation, mild violence
Chapter 13: F/F masturbation

Published 1970-01-01 00:00:00 UTC
Last updated 2013-06-19 22:30:20 UTC

Chapter 1: Conception

Strange noises in the middle of the night were nothing new to Zecora.  In her youth, when she started practicing in alternative medicine, nights in the Everfree Forest brought with them a rumbling din of every noise imaginable, punctuated occasionally by a roar or a screech that would cause her to shiver in bed.  But as time passed by, the sounds comforted her, allowing her to make peace with her solitude.  Through years of first-hand studies, she had managed to distinguish every bump in the night, from the screech of a thirty-foot red dragon to the roar of a nursing Ursa Major.  And with this knowledge came the simmering sense of playfulness and self-confidence with which she now approached each day.

But the sounds she heard the night before were something different, something she couldn’t quite put her hoof on.  There was a roar almost like that of a manticore, though much louder and raspier, suggesting something much larger.  When she heard it, she had just enough time to sit up in her bed and peer through a nearby window when her hollowed-out tree shook violently, something smashing against the branches above her.  Peering through the darkness of her window, she heard a loud snap and saw a branch crash down to the jungle floor, a rush of falling leaves following close behind.

In a start, she ran up to the front door of her home, resting a lantern full of flurrying fireflies on the floor.  Slowly, she bit the door handle and eased it open, feeling her heartbeat thump against the gold rings wrapped around her throat.  She leaned and took a peek outside, but saw only trees and darkness.  What she also noticed, however, was a strong odor she couldn’t recognize.  It was a bitter scent, almost like the time she mistakenly added the wrong herbs to her Poison Joke antidote, but many times more pungent.

“This noise that came without a warning,” she said to herself, covering her nose with a hoof as she eased the door shut, “I think I shall leave it until the morning.”

And so she did.

When Zecora awoke, stretching her smooth striped legs, the memory of that night seemed like a dream.  Nothing was out-of-place in her hut, not even the row of tribal masks that were fixed to her wall by weathered lengths of black string.  So when she trotted down to the front door and opened it, the smell still caught her off-guard.  But as she remembered what took place the night before, she noticed that the smell was different this time.  It was sweeter and much more overpowering, so much so that she could feel her momentary apprehension begin to slide back into relaxation.  Her face eased into a smile.

The moment she stepped outside, something dripped down on Zecora’s striped mohawk, causing her to look up.  Her mouth fell open as she looked, just in time for another drip to land on her tongue.  As her tongue slipped against the roof of her mouth, she felt the bitterness of the morsel, plus a saltiness that made her mouth water.  She grimaced and leaned her head to the side as she continued to try and figure out what she’d just tasted.

It was then that the zebra noticed something strange, a tingling sensation against her hooves that drew her eyes downward.  She was standing in an irregularly-shaped puddle of silvery goo which stretched nearly four feet in diameter from the front doorstep of her home.  Still more intrigued than concerned, Zecora lifted up her right-front hoof, watching the goo dribble off the bottom in one fat strand that thinned out as it drizzled back into the puddle.

Looking above her, she could see similar strands dangling down like narrow icicles from the branches above, too many to count as they forked between their twisting lengths.  It appeared the material came down from above, and it was that which had crashed down over the top of her tree the night before.  To her left, she could also see that several clay bottles, once dangling on a low branch, were missing, smashed into jagged pieces that now poked out of the edge of the puddle.  The sight frustrated her.  After all, it wasn’t easy to make that much love potion.

With a sigh, Zecora began to turn toward her hut when her four limbs were pulled taut.  She tugged again and saw that her hooves were stuck fast by the goo, which was also sliding quickly past her hooves like a retreating sea.  Her teeth clenched, she tugged harder and harder, but couldn’t budge, even as the entire puddle disappeared, revealing the fertile soil beneath.  All she could do was feel the tingling on her hooves intensify into a slow burn, the alien force inching her hind legs apart just enough for her buttocks to separate.

She then noticed a peculiar draft whisk its way up her full-figured flank.  It felt as though someone - or something - was behind her, and she looked back so fast that her earrings smacked the sides of her face.  In a flash, she saw what appeared to be a silver tidal wave cresting back toward her.  As if sensing her sight, the glimmering shape quickly narrowed down and coiled back, then zipped at her ass like a snake.  The zebra did not have any time to flinch before the shape rammed into her defenseless pussy, splattering goo all over the insides of the curves as it rushed inside.

Zecora let out a loud moan, her hind quarters trembling as the goo filled her up, relentlessly rushing into her as if drawn in by her marehood.  As her body fattened to the onslaught, the last of the goo slapped against her ass and thickened, hardening into a rubbery substance that plugged her marehood and squeezed her buttocks together.  Her legs still locked in place, the zebra winced harder, cringing as she felt the goo slosh back and forth, the rubber barrier sucked against her pussy such that it built up a tremendous pressure.

The more the goo slid around inside her, the more it shaped itself to Zecora’s insides so that the movements felt like thrusts.  As it thrust, it began to throb in slow, deliberate beats, each triggering a different bundle of nerves.  As her buttocks began to clap together under the duress of the rubber barrier, Zecora’s buzzing front hooves became more and more sensitive as they stretched into striped hands, her new fingertips burning as the nerves inside fanned out to each end.  One thrust of the goo seemed to squeeze her torso, causing it to buckle and stretch forward, shunting her upper body forward far enough that two swaying breasts slapped against the backs of her forearms, the rings on her foreleg falling down to the top of a new slimmer wrist.  Her hind legs grew longer and taller, finally releasing the grip on her rear hooves as she fell to her new knees.

As Zecora sat fully transformed, the squishy goo thrust harder inside her, causing her mouth to hang open, shoving primal noises out from between her spit-soaked jaws.  Each new thrust tightened the rubbery plug on her ass, making a loud sucking sound as her body drew the substance deeper and deeper into her distended genitals.  It was only then that she felt juice streaming down the insides of both her thighs, some of it dribbling over her swollen clit that was aching to be touched.  But the goo still refused to release her, and the zebra fell face-first into the musty jungle dirt, hoisting her striped ass higher into the air.

Aided by gravity, the goo slapped her womb harder, causing her buttocks to clap together as she shook her hind quarters, trying to splash more juice over her wanting clit.  In this position, she succeeded in amplifying the strange pleasure, a mixture of her essence and the alien invader leaking out and wrapping around the nub between her legs.  And as she began to shake her ass to the heavens, the slimy trail swirled small counterclockwise circles around its creamy edge.  As the speed of these rotations increased, Zecora raised and lowered her ass quicker and quicker, her hind quarters nearly hopping off the ground.  She felt like she was just about to do a somersault when something sparked inside her, causing a burst of juice to blast apart the rubber plug on her ass.  Her feet stamped deep ruts into the dirt and another burst of cum splattered a gob of sex onto her front door.

As the beats of her first orgasm continued to batter her changed body, the grip on her hands and finally released, causing her to roll onto her back.  Another pulse shot through her as she fell, causing her torso to buck upwards, then land back down just as hard, jiggling her new large breasts.  By now, very little was being released from her pussy, and instead she felt herself being filled once more, her stomach stretching as something grew inside of her in halting detonations.  She slid her hands down to her stomach, feeling the furry flesh begin to expand tighter and tighter beneath her touch, and she cried to the indifferent trees as something hard rammed against the inside of her loins, trying to escape.

In an instant, her legs splayed apart as far as they could, farther than she ever had even attempted before, as something large tried to push its way out of her.  Her weary innards squeezed tightly against the object, forcing her engorged pussy lips apart as they yawed open into a giant pink void.  As her genitals stretched larger still, Zecora was covered in sweat, her body and will determined to end the agony as soon as possible.  She squeezed muscles she never knew she had, focusing all of her energy on her gaping loins, and felt them being ripped apart by something that was now starting to come out of her.  More and more she squeezed, her entire body locked in the effort, until in one satisfying release, something popped out of her, its heavy shape thumping down on her tail.

As her numbed pussy exhaled, gradually shrinking back to its normal size, a weary Zecora sat back up, gasping for breath.  She stamped her hands into fists on the jungle floor and shoved her upper body up, watching her breasts retreat back into her chest, feeling her fists harden back into hooves.  As the last of her cleavage disappeared, she was finally confronted with the product of her ordeal: a large white egg wreathed in black zebra stripes, its foot-long oval shape covered in shimmering ooze.

Zecora sat stunned, unable to do anything more than stare at what her body had created.

It was a terrifying, but awesome sight, and as the reality of what had happened to her took hold, she felt a low throbbing in her loins, then a tear down her cheek.  She reached out a hoof and nudged it gently, watching it rock to a stop on her striped tail.  Carefully, she guided her tail out from under it and rolled to her right side, lying in the damp leaves as she nudged her face up to the egg.  As she watched, she felt even more drawn to the object, and new sensations quickly took hold.  She lifted her front hooves and gently pulled it into her chest.

As she did, she could feel a tiny heartbeat thump inside, just enough to tingle Zecora’s warm black and white fur as it stood on end.  She kissed the top of the shell, her taste buds marveling in the strange brew of the exertions that had created it.

“I don’t know who you are or from whence you came,” she said, “but I shall love you just the same.”

Zecora closed her teary eyes and hummed a lullaby as she drifted back to sleep.

Chapter 2: Entanglement

Applebloom had always been a hard sleeper, and although her bedroom window faced the general direction of Twilight’s library, the night before was no exception.  Instead, she slept through the whole ordeal and found herself in the midst of the most vivid dream she had ever experienced.

In the dream, she was inside a giant mouth, lying on her back upon a massive, slippery tongue.  She could feel the tongue cradle around her tiny body, sliding up her backside and tossing her onto a flat bed of hard, white teeth.  She could feel herself being squeezed between the tremendous jaws, her body crushing under the tremendous pressure of titanic molars.  More than anything, she could feel how soaked she was, completely coated in sticky, foul-tasting liquid, the tongue lapping up against her side.  It was the most horrible image her subconscious had ever summoned, but the more the tongue licked her yellow fur, the more some part of her wanted it to keep going and let it get even more strange.  It was then that the jaws bit down harder, and her whole body tingled in a euphoric high as she was crushed into oblivion, her entire insides liquefying, then gushing out of every orifice.

And that was when she woke up.

As her eyes opened, Applebloom was back in her four-poster bed at Sweet Apple Acres, snuggled on her back under three layers of blankets topped by a cream-colored homemade quilt.  She felt relief, but at the same time a hint of disappointment.  At least it was a nice day outside.  As her heartbeat began to slow, she could see from the amount of sunlight coming through her window that it was the middle of the morning.  But she knew there was no rush to get out of bed this morning.  After all, it was a Sunday and her brother and sister had finished their apple harvest the night before.

But as Applebloom shuffled her tiny body back between the sheets, she felt a peculiar wetness beneath her hind legs.  Her face flushed red.

“Oh no,” she whispered to herself, “I done gone ‘n wet the bed again.  How in tarnation did that happen?”

She looked around her small room, then gingerly peeked her head beneath the sheets, letting the blankets fold the bow in her mane back against her head.  She could feel the wetness against her loins and over the base of her fluffy red tail, but she hadn’t anticipated the smell.  It didn’t smell like her wee, but instead something much stronger.  Something musky, but at the same time a little like apples.

Intrigued, Applebloom brought small her right hoof down to her marehood.  She shuddered when she felt how wet it was, and a little more dribbled out onto her hoof.  It felt good to touch herself there, buy why?  She never felt this way when she went to the bathroom.  She brought up her hoof and saw it was glazed with a thick translucent goo that was almost like spit, but much slicker.  As a drip of it fell onto her yellow chest, she brought the hoof to her nose and gave it a sniff.

She was about to stick out her scant pink tongue when Applejack walked casually through the open door that separated their rooms.  In a start, Applebloom thrust her hooves back under the covers and closed her eyes, trying to pretend she was asleep.  But there was no fooling her big sister.

“You okay there, Sugarcube?” said Applejack.

“Y-yeah.” said Applebloom. “Yeah, I’m fine, Applejack.  You don’t need to worry about me.”

But Applejack didn’t leave.  Instead, she raised her head and sniffed the air.  She noticed something that made a smile creep across her freckled orange face.  Without a word, she turned and nudged the door shut behind her, then trotted around the foot of her little sister’s bed.  Applebloom rolled over and watched her sister bite down on the edge of the covers, tugging them gently.

“Okay, okay,” said Applebloom, “I-I’ll get up, just give me a—”

But Applebloom was surprised when her sister’s head disappeared beneath the covers, knocking off her hat, followed by the sensation of her weight pressing down on the edge of the mattress.  Applebloom fumbled to grip onto the top of her covers, but they were ripped from her grasp when her sister lifted her head, bucking open the bed and leaving her small body exposed, her legs pressed against her body.  But she still felt warm, her whole body now blushing as Applejack looked down and discovered her secret shame.  The dark stain on the bottom sheet was clearly visible.

“Well, I’ll be,” said Applejack.  Applebloom was distraught.

“I’m sorry, Applejack,” cried Applebloom, trying to reach for covers that were now far from her grasp. “Don’t be mad.  I-I’ll clean it up this time, I promise, just please don’t tell anypony.”

Applejack simply climbed the rest of her body up on her sister’s bed, pulling herself up with her front hooves until her strong orange body came into view.  Squatting down on all fours, her tail twisting behind her, she scooted her way over to her little sister and kissed her softly on the forehead.

“Here,” said Applejack before she kissed her sister on the nose, “let me take care of that fer ya.”  Applebloom blushed as her sister kissed her on the chest, then the stomach.  A heavy sensation stirred within Applebloom’s tiny loins, and the further down her sister kissed, the more she could feel her legs instinctively spread apart.  Something was about to happen, she thought, but what?

Before Applebloom knew it, her sister’s tongue was slipping over her marehood in one long lick, tracing from the bottom all the way to her pulsating clit.  As it slid, a strange pleasure suddenly soothed her, then intensified rapidly into an all-consuming clamor.  By the time her sister’s tongue reached the top, her marehood tingled as even more juice oozed out of her and onto the damp spot on her sheet.  She moaned, awaiting the next lick, but instead her sister lifted herself up and pressed her lips into hers in an unexpected kiss.  Applebloom tasted herself on her sister’s breath and her tongue slipped into her big sister’s mouth, where it slid against hers.  Applejack the raised her head once more, grazing her lips with her hoof.  Applebloom was breathing deeply, her body feeling alert, activated, ready for anything.

“That stuff you’re makin’ is mighty tasty,” said Applejack as she eased her right hoof down her sister’s body.  “How ‘bout you make more of it for your sister Applejack?”

“Wh-what’s happening to me, Applejack?” asked Applebloom, her face glowing as she blushed brightly. “What’re you–oooohh—”

At that moment, Applejack’s hoof nudged against Applebloom’s marehood.  She did so gently, like she had so many times before to other mares, but never her sister.  Applebloom moaned louder as she felt more juice squeeze out from between her swollen lips, and as her sister started to rub tiny circles around her throbbing nub, she felt sweat leaking from every pore on her furry body.  As the warmth filled her, Applebloom could also feel her body begin to stretch to her sister’s touch, her form straining in much the same way it did in her dream.  Her torso stretched upward, causing the top of her head to tap the wooden headboard, crushing the giant red ribbon in her mane.  Her legs grew longer and slimmer, her hooves pushing the discarded covers off the edge of the bed to reveal a long, lean body.  All the while, two spots on her chest tingled fiercely as two small breasts eased into view beneath tiny hardened nipples.

Applebloom’s forelegs stretched as well, and she felt her left one reach over to glide over her sister’s hips, her hooves reshaped into hands, her fingers feeling as soft as her sister’s fur that ran between each digit.  At last, her new yellow fingertips stopped when they felt something wet between Applejack’s legs.  Her unpracticed touch slipped down the puffy slit too quickly, and her sister hissed loudly, bumping the back of her hand with one of her hooves to slow its pace.  Applejack then pressed down, squeezing two fingers inside her wanting pussy.  Applejack moaned into her sister’s face, then rolled on her back and pressed her muscular flank against Applebloom’s.

“Now—” said Applebloom, sitting up, “it’s my turn!”

Following her sister’s lead, Applebloom climbed over the top of her sister and kissed her on the mouth, her hungry tongue sliding over every curve inside.  Very quickly, Applejack’s body changed beneath Applebloom’s small but eager hands, revealing her sensual curves to her little sister for the first time.  Her breasts swelled much larger than Applebloom’s, swaying up and down to the delicate touch of the fingers inside her, and her buttocks flexed on swelling hips, the muscles in her flank stretching the three apples in her cutie mark further apart.  At the same time, Applebloom could now feel long, slender fingers sliding inside her own gooey marehood, her sister now making use of her own orange hands.

As the sisters rubbed each other’s marehoods, Applejack turned back toward her sister, and the two now faced each other on their sides.  Quickly, they each wrapped their free arms behind the other, pulling each other close enough that their breasts mashed together.  They kissed once more, and Applebloom let her leg slide over the top of Applejack’s before her sister reciprocated, letting their lubricated inner thighs rub back and forth.  Applejack’s smooth orange fingers traced down her sister’s jaw line, and Applebloom’s ears began to twitch.  Between the tight confines of their moistened hips, the two began to rub each other harder and faster, Applejack encouraging her sister on with mumbled words she spat into her ear as their faces slid past each other, allowing Applebloom to kiss the side of her neck.  In the growing warmth of their proximity, the two panted across each other’s faces and were about to kiss once more when they both came simultaneously, their bodies shuddering violently as they splattered apple-scented cum all over the ruffled sheets of Applebloom’s bed.  The two moaned loudly, Applejack more so as she pulled her sister close.

The two kissed again, their fingers still inside each other’s slits, but when Applejack felt Applebloom’s body begin to revert, she thrust her fingers even deeper inside her.  The reversion stopped, and she gained the lost inches almost immediately.

“Keep going,” said Applejack, lifting both of them up onto their changed knees, “I want to show you something.”

Carefully, the two sisters climbed off the bed and got to their feet, one of their hands still in each other’s soaking snatches.  Applebloom marveled her two-legged form for the first time as the two stood side by side in this position, then started to walk out of the room.  The younger sister’s face was level with Applejack’s breasts, so she reached around her sister’s back while Applejack’s other arm lay down over her shoulders.  Their hooved feet clopped a few steps down the hallway before Applejack let go of her sister’s shoulder and pushed open the door to Big Macintosh’s room.  The two walked in and Applejack slammed the door shut with one sharp kick of her right leg.  There, their brother stood dumbfounded, the tattered Smarty Pants doll falling from his blushing face.

“Applebloom’s ready for you to buck her,” said Applejack, squeezing her face between her breasts and kissing the top of her head.  “And I’m gonna sit right here and watch.”

Applejack let go of her and pointed at the bed, but Applebloom already knew what to do.  Without a second thought, Applebloom walked up to her four-legged brother and pulled his face close, kissing him just a hard as her sister did earlier.  Keeping his head in her hands, she turned and sat down on the edge of Big Macintosh’s large wooden bed, letting her legs swing apart, her hands running up and down her thighs as her thick juice dribbled over his blankets.  Big Macintosh turned for a moment, seeing Applejack assume a similar position on a chair across the room, her fingers already deep inside her soaking pussy.  He saw Applejack nod at him, but only for a moment before Applebloom grabbed his cheeks and shoved his snout into her pussy.

Applebloom moaned as his thick tongue jammed inside her, her right hand clinching onto a tall bedpost for support as she whimpered, letting her left hand slide down past her small right breast and into her brother’s mane. As she grabbed a fistful of his short orange hair, her brother licked her even harder, gobbling up as many morsels of her forbidden nectar as possible.  Eventually, the sensations became too much, and she lost her grip on the bedpost and fell on her back, leaving her completely defenseless to her brother’s will.

As Applebloom looked up over the small breasts of her wiry body, her brother was kissing her inner thigh and standing up on his hind legs.  She could see he had already changed as well, his massive red hands grabbing fistfuls of blankets as he hoisted his massive toned chest into her view.  She could smell the excitement his body exuded, the familiar scent of his sweat becoming an intoxicating musk.  She’d never seen him without his horse collar on, much less like this, and her eyes traced the lines of every muscle and vein as he began to climb on top of her.  But then came the most amazing sight of all: his thick, fully-erect black cock, its slippery ribbed length half-illuminated by the invading sunlight as it sprung into view.  Her mouth watered.

Applebloom sat up and reached her yellow hands out to the tip, which was much larger than her grip.  It throbbed just the same, slipping from her fingertips as it did, and she got a strange enjoyment out of watching her brother’s face squirm.  Slowly, Big Macintosh stepped his left knee onto his mattress, bringing more of his cock into his little sister’s reach.  As the other knee appeared, compressing the mattress beneath them, Applebloom grabbed onto the cock with both hands, then gently tugged it toward her face.  She slipped out her tiny pink tongue and let it slip inside the hole on the tip, her glazed eyes staring up at the ceiling of red muscle that hovered over her.

Big Macintosh groaned loudly as he felt his sister begin to swipe her little fingertips up and down his mighty shaft as if playing a harp.  He found himself placing a red hand on the back of her head, pushing her face closer to the tip in hopes she would let it inside.  As he did, Applebloom opened her mouth as wide as she could, letting her tongue slip another inch down the bottom of his flared tip.  There was no way she could get her mouth around it, but Applebloom was resourceful with her tongue, letting it wag back and forth, tilting her head this way and that to allow it to trace around most of its circumference.  The swirling sensation put Big Macintosh in a heavy daze, and he glanced back at Applejack.  She looked back at him as she finished a long lick along the curve of her right breast, which she’d squished up to the front of her blushing freckled face.  The fingers of her right hand had all but disappeared inside her gaping pussy.

It was then that Big Macintosh lost his balance and rolled to the right, causing his cock to slip out of Applebloom’s grip once again.  As he lay on his back, Applebloom rolled to her side and got down on all fours, again following the lead of another.  She licked her lips and pressed her face into the hard muscle of her brother’s chest, letting her tongue slip through every ridge and crevice, then kissed his right nipple and bit it gently with her teeth.  She then lifted herself up and untied the bow in her mane, letting her red hair flow freely behind her before she dove down and kissed her brother on the lips.

Big Macintosh tried to grab her head once more, but Applebloom sat up on her knees, then got to her feet.  Her brother started to get up when Applebloom smirked, stepping her right hoof against his bulky chest to bump him back down onto his back.  She then stepped that hoof to the side so that she was straddling his hips.  Applebloom looked behind her, admiring her brother’s cock as it stood proudly behind her, hooking toward her ass as if looking for a way inside.  She then met eyes with him once more as she whipped her tail against the shaft.  He winced again and bit his lip, so she teased him again with it, only this time much slower, rubbing it up from the bottom to the top edge of the shaft so that a drip of cum dribbled out and landed in her tail.

Finally, she stepped back and reached her hands behind her as if hiding a present.  She took the tip of her brother’s cock in both hands, then pulled it between her legs.  As she moved, her buttocks pulled apart and a thick drip of juice fell out of her, landing on the tangle of red fur at the base of her brother’s shaft.  Applebloom then stepped her legs out further, moving them apart as far as she could, and began to guide his member between her golden pussy lips.  A gasp, then a long moan squeezed out of her lungs and into the air, the flared tip pushing up from her brother’s thrusting hips, pulling apart her marehood until it was more than four times its original size.  Big Macintosh grabbed his sister’s flank and pulled her down, her body struggling to be violated before, with a pop, the tip thumped inside, and she eased down on top of the shaft, letting it stuff her completely.  Lower and lower she moved, her knees trembling and buckling into a crouch until the tip squeezed against the top of her womb.  Trembling in this position, her juice poured out of her marehood, trickling down the remaining six inches of him that just wouldn’t fit inside.

Unable to reach down to her brother’s body, Applebloom raised herself back up with her shaky thighs, sliding four inches out of her before gulping them back down again, her body reluctantly adjusting to the new intrusion, granting her pleasure in exchange.  As Applebloom’s tight insides began to fuck her brother’s throbbing rod, grabbing it with every stroke, neither he nor she noticed a heavy-breathing Applejack join them on the bed until she was face-to-face with Applebloom, her mane also unbound and swaying behind her sweating head.  Without looking, Applejack lifted her left knee to the other side of Big Macintosh’s face and squatted down, jamming her cunt over Big Macintosh’s waiting tongue.

Big Macintosh released Applebloom’s flank and grabbed on to Applejack’s, kneading her buttocks together over his snout as she ground her hips across his face.  Applejack then reached her arms around Applebloom, who was on the downward part of her stroke, and the two kissed deeply, their arms wrapped around each other and tugging at the back of each other’s manes.  Applebloom then slid back up and Applejack broke apart their kiss, squeezing her sister’s breasts and kissing the space between as it lifted into view.  All the while, Big Macintosh could feel Applebloom’s juices begin to pool over his loins, coating his sweating balls and frosting them with her apple-scented cream.

Applebloom then became more aggressive, lifting and lowering herself a little faster than before, not letting her pussy release the amazing cock inside of her.  As she accelerated, Applejack’s hands ran up and down Applebloom’s sides, one hand squeezing her right breast before Applejack slapped her left hand back against her clit to stir it vigorously.  As Applejack’s thrusting became more labored and halting, Applebloom looked primed to launch off her brother’s loins, feeling her body coaxing energy out of his cock.  She wanted to be filled before she even knew such a thing could happen, her body aching for something to pump her full.

All at once, the throb of an orgasm wriggled through Applejack’s body and she leaned back, letting her breasts shake in the air as she came down Big Macintosh’s throat.  As her brother gulped down the first burst of juice, his tingling balls swelled and his asshole puckered, signaling the realization that he was about to release into his little sister.  But it was too late to stop now.  Applebloom was sliding back down when his cock bucked hard inside her, feeling as though it was going to rip out of her stomach.  Her body tightened and locked into place as cum splashed deep inside her, then immediately squirted down the length of his cock and back out, coating his already-saturated balls.  Applebloom shivered uncontrollably, as if trying to wrench her brother’s cock free of his body.  The second burst of Big Macintosh cum triggered Applebloom’s orgasm at the exact same moment, and a larger torrent of secretions blasted back out of her, flaring the edges of her pussy apart before the inner lips clapped back against her brother’s pounding rod.  The third burst was just as large, the descending amount of Big Macintosh’s cum compensated with interest by Applebloom’s squirting cunt.

As Applejack fell backwards and off of her brother’s face, her body easing itself back into its four-legged form, Big Macintosh sat up and grabbed his powerful arms around Applebloom’s waist, kissing her belly button as he did, letting his fat tongue wedge itself inside the little pucker.  Applebloom came again and grabbed fistfuls of her brother’s mane, her whole body shivering as an unspeakable rain of sex cascaded down from her loins and onto the bed.  They remained in this position until Applebloom’s body shrank back down, sucking off the tip of Big Macintosh’s shrinking cock as they returned to normal.  Gasping for air, the three lovers tumbled to their sides, filling the entire surface area of Big Macintosh’s messy bed.

It was then that Applejack noticed something.

“Hey, Applebloom,” said Applejack, “what’s that on yer flank?”

Applebloom slumped to her right, then lifted her heavy head so she could look at her flank.  There, where from birth there had been nothing, was her cutie mark - a long pink tongue with a large blue drip coming off the tip.  Applebloom blinked her eyes and gasped, her mouth widening into a delirious grin.

“I got mah cutie mark!” Applebloom cheered, snapping up to all fours, but still trying to keep her balance.

“Really?  Lemme see whatcha got there,” said Applejack, poking her flank with a hoof. “It’s–it’s a tongue.”  Applejack and Big Macintosh met eyes, still unable to completely make sense of the mark.  But Applebloom figured it out first.

“Lickin’!”  she squeaked, jumping to the floor.  “Lickin’ is mah special talent!  Why didn’t ah think of it before?  I’ve gotta go show the girls!”

Before her siblings could say another word, Applebloom was already out the door and galloping down the hallway.  Applejack smiled and gave her brother a peck on the cheek.

“Ready for another go-round, Big Brother?” asked Applejack, nudging her hoof against her brother’s sheath.  Big Macintosh looked down and saw the sheath begin to yaw open once more.

“Eeyup.”

Chapter 3: Hostility

Back in Ponyville, the morning sun revealed the full scale of the devastation wrought the night before.  The town library was quite literally ripped open, jagged edges of the massive tree trunk jutting outward in opposite directions, revealing the collapsed bookshelves inside.  The top of the mighty tree was canted back away from the gathering crowd at an awkward angle, pushed to the brink of toppling over by the tremendous force from inside.

Several ponies with bright orange hard hats set up a fence around the perimeter, stepping over discarded books and chunks of wood as they began their work.  One worker clipped the edge of the large crater out front, almost falling in before he regained his footing.  And as more of Ponyville’s citizens stood in awe in front of the destroyed building, all of them wrinkled their snouts in the air, trying to make sense of the noxious scent that hung about the scene.

But Twilight Sparkle couldn't care less.

Instead, the town librarian was sitting down inside Carousel Boutique, rubbing her moist clit with one hand while reaching her slim purple arm around the back of a yet-unchanged Spike’s neck.  As her fingers tugged against the small protrusions on the side of the baby dragon’s head, she kissed his leathery cheek, then flashed a smirk back at Rarity.  The white unicorn had also rubbed herself into her goddess form, and she stood with her sumptuous backside turned to them both.  The dressmaker was almost done assembling a new mannequin that matched her height perfectly, a steel rod from a round base propping it up on two long legs.  Twilight giggled and licked her tongue up the side of Spike’s face, then breathed deeply into his ear hole.

“Come on, big boy,” whispered Twilight, pulling Spike closer so her hand could slide down his chest.  “Change for mama.”

Twilight drew another quaking breath as she leaned to make a move for Spike’s cock, but his claw smacked her hand away.  Twilight grumbled just loud enough for Rarity to hear over the sound of her work.  With a little “Hmpf!” of approval, the white unicorn lifted her head and squeezed the torso of her mannequin, using her magic to pull together the final few stitches on its side.  She then deliberately released a spool of thread from the blue aura above her and squatted down slowly to pick it up, lifting her ass into the air.  Rarity blushed as she felt her cheeks pull apart, revealing her sex-swollen marehood, diamond-scented juice bubbling out from between the tight ivory lips.  This will please my Master, she thought, her eyes closed, her body tingling in anticipation of being taken once more.

Spike, however, was unimpressed.  He’d seen Rarity in this position just hours earlier, but for whatever reason it just didn’t excite him anymore.  After all, he’d already had her, had already taken her completely, body and soul.  She was his, but now he wanted more.

Spike then felt Twilight’s hand grab his limp cock roughly and Spike jumped out of her grasp, shoving her away.  Twilight fell to her side, looking back at him with tears in her eyes.

“Why are you being so mean, Spike?” asked Twilight.  Rarity quite literally dropped what she was doing and turned toward them, her breasts jiggling to a stop as her shocked white face eased into disdain.

“I just don’t wanna do it right now, okay?” grunted Spike.  “Sheesh!  You won’t stop hanging around me, just leave me alone!”

“Master—,” cooed Rarity, sliding the spool of thread down her flat belly, then suggestively grazing it over her twisted blue pubes.

“And you, too, darn it!” thundered Spike, pointing up at her.  Rarity squeaked, releasing the spool and pushing her soaked fingers against her trembling mouth.  Tasting herself soothed her a little, but only just.  “Let me—OW!”

Spike stopped when his cock suddenly sprung out from his lap, its humble length throbbing into action so quickly that it hurt at its base.  Twilight’s and Rarity’s eyes lit up at the same time, and the purple pony let go of her cunt to reach her dripping fingertips out to touch him.  Rarity had just enough time to take one step forward when a huge burst of cum shot out of the dragon’s dick, splattering a long silvery trail that terminated just short of her stopped hooves.

Twilight grabbed Spike’s cock and wrenched it toward her opened mouth, anticipating the next burst of cum to cover her waiting tongue.  But even as she shook it, nothing more came out, and Spike again pushed her head away with both claws.  Rarity blushed brighter, then ground her teeth as she remembered the night before, how she stood idly by as Twilight straddled her Master’s mammoth cock and licked the tip, making him cum to her touch.  But this time was going to be different.  This time she was going to take a stand.

But the opportunity quickly passed.

The cum on the floor began to move on its own, drawing the three friends’ eyes back to the floor.  The puddle shrank as several streaks of cum radiated outward, splitting into several trails that twisted and turned in seemingly random patterns across the floor.  They watched as the cum formed a glistening outline of something, the mares still stimulated by its mystery.  When the trails stopped, the resulting image looked like a tree - one almost like the library, but shorter and wider.

“What is it, Master?” asked Rarity.  Spike glanced up at both ponies, then turned back and ran toward the door, his hard cock still wagging between his legs.

“Spike, wait!” yelled Twilight, “where are you going?!”

But Spike ran out the door before Twilight could get to her feet.

“Master!” cried Rarity as she scrambled toward the door.  But her hooves slipped in the cum drawing and she skidded down on all fours, her large ass crashing into Twilight’s knees, then pinning them together as Rarity tried to push herself back up.  By the time the two of them got to their feet and opened the door, Spike was nowhere to be seen.

“Spiiiike!” yelled Twilight.  But there was no answer but the tweeting of distant birds.

Twilight was about to call for him again when Rarity shoved her elbow hard into her stomach.  Twilight coughed and hunched forward, looking incredulously back at the town dressmaker.  The two met eyes for only a moment before Rarity reached her hands up around her throat and shoved Twilight back into the building.  Twilight took two steps back, but quickly lost her balance and fell hard onto the unforgiving floor, Rarity falling as well until she was sitting on her stomach and squeezing her hands tighter around her friend’s purple throat.  Twilight’s hands fumbled over hers, trying to rip them free, but Rarity only bore down harder, her bared teeth dripping with spit.

“You,” accused Rarity, her eyes overflowing with tears, “you just can’t leave him alone!”

As Twilight’s hands flailed around wildly, her left clenched into a fist and smashed into Rarity’s cheek, knocking her off her stomach.  As Rarity tumbled away, Twilight shook her sore hand and got to her knees.  Rarity got up and winced back at her, a small trail of blood trickling from her tightened lower lip, her cheek swollen pink by the impact.  She spat a small red puddle onto the floor and her whole body began to tremble visibly.  Twilight froze, shocked by what she had just done.

“I’m sorry, Rarity!” said Twilight, “I’m so sorry!  I didn’t mean it!”

The seething rage within Rarity quickly boiled over and she screamed, lunging back at Twilight like a wild animal.  Twilight looked this way and that for an escape, then slid down to her stomach, as if trying to disappear from view.  But in doing so, Twilight unknowingly exposed her spine to a fast-descending hoof.  With a loud pop, Rarity stomped her hoof against the middle of her back, twisting it counterclockwise into her fur, and Twilight’s body was wracked with a stabbing pain that shot out to every extremity.

“You’re trying to kill my Master!” yelled Rarity, lifting her hoof to stomp down once more. “Now I’m going to kill you!”

This time, Twilight managed to roll away in time before Rarity’s hoof stamped back down, causing her hoof to throb in pain, numbing the muscles in the back of her white leg.  Twilight got to her knees, then sprung to her feet, her upper body feeling heavy from her weakened spine.  Yelling as loud as she could, Twilight grabbed Rarity’s shoulders and leaned forward, pushing her back against the front door so that the back of her white head banged hard against the wood.  As Rarity writhed under her grasp, Twilight slipped her hands down Rarity’s arms and yanked them down, threading their fingers together as Twilight held her hands at her sides.

“We were trying to save him, Rarity, why can’t you understand that?” yelled Twilight.  “He was a monster!”  The word caused Rarity’s eyes to flash red.

“My Master’s not a MONSTER!”

Rarity lunged her head forward, nearly impaling Twilight with her horn.  Twilight moved her head away in time, but not quite fast enough to avoid getting a small cut on her right cheek.  In the same motion, Rarity shoved her face on Twilight’s neck and bit down hard.  Twilight screamed as she felt a little stream of blood trickle down the back of her shoulder, the stinging sensation causing her shaking hands to release her friend.  As she clapped her purple right hand over the wound, Twilight staggered back and saw Rarity charge back at her, her white head lowered so that her horn now aimed at her chest.

Gasping, Twilight stepped a leg back and brought her bloodied hands down over her breasts, allowing her to catch Rarity’s head as her horn slipped between her palms and poked her sternum.  Rarity’s feet caught traction and Twilight quickly ran backwards, smearing her bloodied hands in Rarity’s frayed mane.  Six steps later, Twilight’s backside smacked against a cold stone column that agitated her aching back.  Twilight’s grip faltered once more and Rarity’s body slid up against hers, grinding her sweat-soaked breasts up underneath Twilight’s until they clapped back down against her chest.

Back at eye level, Rarity swung a fist at Twilight, but Twilight grabbed it with her hand and pushed back as hard as she could.  She then felt Rarity’s other hand reach up and grip a fistful of her sparkling purple mane and yank it upward.  Twilight yelped and twitched simultaneously, trying to knee Rarity in her exposed stomach, but instead slipping off the rounded column.  As she began to fall, Twilight’s free hand grabbed Rarity’s arm, causing the white pony to swing around her and fall backward into the embrace of her soft red couch, Twilight falling on top of her atop four quaking limbs.

Rarity tried to kick herself back up, but she merely bounced off Twilight’s chest and thumped back down on the couch, causing Twilight to collapse onto Rarity.  As their sweaty bodies lay pressed against one another, their breasts rubbing against each other to the expansions and contractions of hurried breaths, they stared each other down.  They watched each other fiercely at first, but the more their bodies rubbed, the more their faces relaxed.  Their bodies began to loosen up, their senses reawakened by the peculiar musk of their exercise.  At the same moment, both ponies thrust their faces forward, inhaling as they sucked their lips together in a vigorous kiss.

The two opened their mouths and kissed again, hungry lips smacking each other between darting tongues.  Their arms wrapped around each other in a tight embrace, Rarity’s soft hands taking care to brush up and down Twilight’s sore back.  In response, Twilight’s face slipped to Rarity’s right and Twilight kissed her sore cheek, feeling the warmth of the throbbing flesh against her lips.  Twilight’s left thigh next found its way between Rarity’s, where it bumped up against her marehood with a little squish that left a jewel-scented kiss dripping over her purple fur.  Rarity moaned into the cushions of the couch as Twilight rubbed her thigh back and forth, stirring her warm pussy into a searing heat.

Rarity then sat up and Twilight leaned back so they were both sitting up face-to-face.  Rarity kissed the cut on Twilight’s cheek, then more delicately pecked the small wound on her neck, the clotting blood tacking onto her puckered lips.  Twilight hissed as the momentary pain arrived, then quickly waned, thanks to Rarity’s fingers slipping over Twilight’s clit, letting each digit get covered in tiny pink stars.  Twilight’s open mouth drooled as she raised her head up, then lowered it back down, pressing her face into Rarity’s deep cleavage.  As she did, her horn slid into Rarity’s sight and she leaned her white face back to avoid it striking her in the snout.

Then, with a lick of her lips, Rarity stuck out her tongue and flicked its purple tip.  Twilight moaned louder from the unexpected pleasure, her reddening face burying itself deeper between Rarity’s full white tits, the sound of her voice sending a shiver through Rarity’s skin as it bounced off her chest.  As Rarity sucked her mouth over her horn, letting the tip poke the roof of her mouth, a bright purple aura surrounded Twilight’s body.  Rarity could feel the magic tingle against her fur, causing her marehood to soak even more, and when she felt Twilight’s fingers graze her horn and begin to rub, she soon felt her own horn crackle and fizz, enveloping her own body in a similar nebulous sphere of magic, hers a shimmering blue.

The two friends tightened their grip on each other, curling into each other’s embrace.  Their two auras quickly blended together as well, merging as one into an even brighter sphere of energy that swallowed them both, and they could feel themselves being lifted from the couch.  Rarity had long since released Twilight’s pussy, but Twilight’s loins still tingled as though it were still happening, a sensation that quickly came over Rarity as well.  Both their bodies tingled as if they were being violated in every pore by the energy around them, overwhelming their senses to the brink of numbness.  Their hands were left free to rub each other mercilessly in each other’s embrace, every strand of their fur standing on end as tiny bolts of lightning arced between the hairs.

Twilight kissed the inside of Rarity’s right breast and moaned as Rarity sucked Twilight’s horn even harder, her teeth almost chattering against its length from all the energy pouring inside her.  Twilight’s hand was no longer stroking, but now vibrating against Rarity’s horn, accentuating the dull humming sound that grew louder within the sphere.  The light around them grew brighter and brighter, and it still strained their eyes even as they pinched them shut as tight as they could.

All at once, the fast-approaching orgasm caught them off-guard, signaling its arrival by locking the two in place.  And, in that brief moment, the two became little more than a trembling ball of fur.

Finally, in a flash, the two ponies came simultaneously, the force that bonded them together suddenly bursting and disappearing, causing them to fall the three feet back to the floor of the Boutique.  As they both felt themselves fall, their bodies shuddered uncontrollably, gushing a near-constant torrent of juice into the air that crashed down onto each other’s sizzling loins, splattering in all directions.  The two convulsed as if possessed, rubbing their fingers over their pussies as more thick cream spattered out of them like automatic sprinklers.  It seemed to go on forever, and the thought of that being a possibility had just dawned on them both when their glowing bodies finally dimmed.

But, in reality, only one pony was lying there.

The two friends were completely disoriented, both their souls now trapped inside a new unified body.  Twilight lifted a hoof to her horn, feeling Rarity resist its movement as she tapped its spit-covered base.  As the pony’s body convulsed, Rarity blinked open the eyes, but as she stared at the foggy windows of the Boutique, she felt Twilight’s thoughts overwhelm her own, a flurry of questions she couldn’t quite understand.  Eventually, the two managed to get the creature to its feet, and they trotted with steadily-improving steps toward a nearby mirror.  Twilight thrust out a hoof, which Rarity decelerated and rubbed a circle of fog away from the mirror’s face.

What looked back at them was a unicorn just a little taller than either of the two friends.  She had a peculiar shade of fur - not Rarity’s white, nor Twilight’s purple, but a pale violet that was somewhere in between.  Their mane swooped down in Rarity’s curls, but much of the blue hair had merged with streaks of purple and narrower flecks of pink, a blended array of colors that matched the pony’s large irises.  The two friends turned their body and saw their cutie mark had also changed.  Twilight’s pink star was still there on a soft violet flank, but was now surrounded by five blue diamonds.

“Wh-what was that, Twilight?” spoke Rarity’s voice from the pony’s mouth.  She clopped a hoof to the pony’s mouth when she saw it move to her words.

“I—don’t know,” Twilight’s voice followed.  “Wow, this is weird.  I wonder—”

Rarity was about to say something next, but she ended up biting her lip when she felt her hoof, guided by Twilight’s will, poke the top of their marehood.

The pony moaned loudly, both friends’ voices squeezing out of its mouth at the same time, harmonizing in a clamoring noise as three fingers began to squish between their soaking violet lips.

Chapter 4: Playtime

“I’m telling you, it was a monster!” yelled Scootaloo, her tiny brown wings fluttering wildly, though still unable to lift her off the rough wood floor of the Cutie Mark Clubhouse.  “Then your sister and her friends were all jumping on him and kicking him, and Rainbow Dash looked so awesome!”  Scootaloo jumped to her hind legs and extended her forelegs, making airplane sounds as she let herself fall back on all fours.  “She was all errrrrrrrrrrr–POW!  And then she grabbed his nose with her legs!”  Scootaloo jumped to her forelegs and demonstrated, jumping her little behind in the air and slapping her legs together.

“Yeah right,” said Sweetie Belle, “Rarity would never get her hooves dirty doing something like that.”

“I know what I saw,” said Scootaloo, “how else do you think all that stuff happened to the library?”

“I don’t know,” squeaked Sweetie Belle.  “But it couldn’t be that.  I swear, you probably just got your cutie mark for making up stories.”

Scootaloo perked up and stared back at her gamboge-colored flank, but nothing was there.  Only then did the insult register.  “Hey,” she said, pouting her lips.

Just then, they heard a familiar voice approaching from below.

“Girls!  Girls!” yelled Applebloom, “Ah got mah cutie mark!  Ah got mah cutie mark!”

The two friends rushed to the open door when they suddenly remembered the last time they heard her say those words.

“Are you sure you don’t have the Cutie Pox this time?” asked Sweetie Belle.

“No, I swear!” said Applebloom, her hoofsteps clopping up the stairs.  “My brother and sister were there when I got it!”

Just then, Applebloom rushed in and skidded to a stop in front of them, sitting down on her hind legs.  Her mane, freed from her large ribbon that her sister had now tied around Big Macintosh’s eyes, flowed easily behind her in flowing red waves.  Applebloom was the same size as always, but strangely, she seemed more mature to her friends this way - especially when they first saw the red tongue printed on her flank.

“Wow!” said Scootaloo “It’s a—um—”

“A tongue?” asked Sweetie Belle.  “What does that mean?”

“Licking!” said Applebloom.  She trotted over to Sweetie Belle and, like a dog, zipped her miniature tongue quickly up the side of her face.  Sweetie Belle cringed, then felt weird when the tongue flicked off the edge of her ear.  She blushed as she felt the dampness on her warm cheek with her hoof.

“I—I guess that was a good lick,” said Sweetie Belle, “and I really like your mane!”

“Thanks!” said Applebloom.  She trotted over to Scootaloo, who was trying to avoid eye contact.  She started to move to the door, but Applebloom jumped in front of her, letting her tongue slip up the front of her snout.  As she left a trail up the middle of Scootaloo’s face, a tiny drip of spit fell from her dark nose, and she spat in disgust.

“Bleh!” said Scootaloo, “Don’t take this the wrong way, but your breath smells real bad today.”

Applebloom felt a little hurt by the reaction, but she immediately smiled again when she remembered something.

“Oh, yeah!” said Applebloom, “and I can make myself grow, too!”

“Make yourself grow?” Scootaloo asked suspiciously.

“You mean turn yourself into a Big Pony?” asked Sweetie Belle.

“Yeah—um—come here, Sweetie Belle, I think it takes two ponies to make it work.”

Sweetie Belle looked back at Scootaloo, who was shaking her head.  But Sweetie Belle couldn’t deny her curiosity.  She scrunched her face, then trotted back over to Applebloom, who was rolling on her back until she was leaned against a nearby wall, her head pressed back against some curtains.  Scootaloo sat down on her hind legs, tilting her head as she saw Applebloom help Sweetie Belle onto her back

“Here, get yourself right up next to me,” said Applebloom.

Sweetie Belle blushed brighter, then cuddled up to her.  Applebloom’s body smelled strange up close.  The familiar scent of apples was still there, but with it there was also something much richer and saltier.  Her yellow fur was also matted in places, forming coarse patches that rubbed uncomfortably against Sweetie Belle’s side.  Still, the young unicorn liked how it felt when Applebloom reached her left foreleg around her and pulled her close, tapping her hoof against her shoulder.

“All right,” continued Applebloom, taking Sweetie Belle’s right foreleg with hers.  “Now, I need you to put your hoof right here.”  Applebloom let her legs flop apart as she slid her friend’s white leg across her lap.

“Eww, there?” asked Scootaloo, trying to look away, but not entirely succeeding.

“On your wee-hole?” squeaked Sweetie Belle.

“Yeah, that’s how it works,” said Applebloom.

“I—I don’t think I wanna do that,” said Sweetie Belle, trying to pull her leg away.  “Rarity always says—” But Applebloom pressed down harder, holding her hoof against her yellow thigh.

“Don’t worry ‘bout that, okay?” said Applebloom quietly, her eyelids lowered. “Trust me, it’ll be fun.  Just touch me there, okay?”

“Applebloom,” said Scootaloo, “she doesn’t have to do it.  Come on, let’s go out and you can show us how you lick stuff.  Okay?”

“It’s not up to you, Scootaloo,” said Applebloom, Scootaloo taken aback by her tone.  “You gotta let her decide.”

“What’s gonna happen when I touch you?” asked Sweetie Belle, fearing the answer.

“Nothin’ bad,” said Applebloom, “it’s just gonna get a little wet there, that’s all.  Then I’ll start growin’.  Don’t that sound like fun?”

“Applebloom—” started Scootaloo.  .

“That’s enough!” said Applebloom.  “Now you just sit right there an’ watch, like mah sister did.”

Scootaloo sneered.  “Applejack watched you do this?” she asked.

“Now here, Sweetie Belle, just do it like this,” said Applebloom, sliding Sweetie Belle’s hoof between her legs.

“Oh, um, okay,” said Sweetie Belle, her body lifting up to reach further down.

As Sweetie Belle’s hoof slid down the inside of Applebloom’s thigh, she felt the fur beneath her touch get warmer and warmer until, at last, she touched something warm and sticky.  She never felt another pony’s marehood before; it felt much different than her own.  And sure enough, Applebloom was wet there - very wet.  Applebloom pressed her hoof down harder, making a little squish sound as the hard edge pushed the moist yellow lips apart.  Applebloom moaned, startling her partner.

“Are you okay, Applebloom?” asked Sweetie Belle.

Applebloom nodded, then hissed between her teeth.  Her breathing deepened, causing the upper part of Sweetie Belle’s leg across her stomach to rise and fall with every breath.  And with these breaths, Sweetie Belle felt her hoof slide up and down, digging a tiny trench between her friend’s soaking pussy lips.

As her body began to tingle, Applebloom lifted her right hoof from Sweetie Belle’s hoof and up to her face, directing Sweetie Belle’s eyes upward as she continued to rub her unassisted.  Applebloom stuck out her tongue and let the hoof drag up past it.  The more the hoof moved, the more it seemed to retreat back into her leg, the advancing yellow fur stretching out into a bizarre new shape that flattened and widened.  By the time Applebloom’s tongue reached the top, a thumb and five fingers wiggled freely, the foreleg below narrowing into a slender arm.  Sweetie Belle then felt a rubbing on her right shoulder and saw a yellow hand brushing into her soft white fur, squeezing her and pulling her closer.

“Unh!” cried Applebloom, her legs clapping against Sweetie Belle’s sliding hoof, causing more wetness to soak over it.

Sweetie Belle next felt her friend’s tongue on her cheek and found herself leaning into it, letting Applebloom’s tongue slip under her mane.  She looked back at Applebloom and saw she was noticeably taller, so much so that her little white leg was starting to slip out of her pussy, which was now wrapped by wider hips.  As little red nipples rose out of Applebloom’s cum-matted chest, Applebloom let go of Sweetie Belle’s shoulder and smacked the hand over her little white marehood.  Sweetie Belle yelped and cringed as Applebloom’s middle finger traced the tiny line between her dormant lips, then squealed when the finger retraced its path, teasing out a tiny squirt of translucent grey juice.  Applebloom leaned in and licked Sweetie Belle’s face once more, this time gently sucking the tip of her ear into her mouth.

Sweetie Belle felt her whole body begin to tingle as she felt more juice trickle out of her and creep over Applebloom’s finger.  The yellow pony smiled as she swirled her fingertip in the lubricant, gradually finding the point of origin where the lips reluctantly began to part.  Sweetie Belle bit her lip and raised her face to the ceiling, her hips shoving forward on their own to meet the finger trying to burrow its way inside.  As Sweetie Belle’s body started to rock back and forth, her ear flipped out of Applebloom’s mouth and her friend breathed words inside of it.

“Lemme in,” said Applebloom. “Ah think ah can make you a Big Pony, too.”

Just then, the finger slipped inside, sucking gently inside Sweetie Belle’s gathering moisture.  As Applebloom continued to lick her ear, she felt Sweetie Belle’s right foreleg, now tapping next to Applebloom’s belly button, begin to stretch down from an elongating arm.  With Applebloom now on her side, her breasts pressing against Sweetie Belle’s torso, she could feel her body begin to change as well, her changing form sliding against the sweaty crevice the two ponies had formed between them.

It wasn’t long before fingers flashed out of Sweetie Belle’s hoof, all of them stretching out, then clamping down on Applebloom’s crotch, playing in the wetness that pooled at her loins.  By now, Sweetie Belle had grown breasts of her own, their white shapes just a couple sizes larger than Applebloom’s, and she couldn’t resist grabbing them with her free hand.  As her fingers closed around the hardened nipple of her right breast, Sweetie Belle moaned and rolled into Applebloom, kissing her hard on the cheek, sucking the furry flesh beneath, and leaving a wet mark on her face.  Applebloom grabbed her own right breast and pulled it into Sweetie Belle’s, causing their nipples to poke, then slide against each other, their other hands still buried in each other’s soaking snatches.

Across from them, Scootaloo was still sitting alone on her hind legs, but the more she watched her friends change and slide down from the facing wall, the more she felt like she was sitting in something wet.  She blushed, her wings twitching erratically behind her kicking up an uncomfortable draft, and she found herself reaching toward the spot where her body met the rough wooden floor.  Never once losing sight of her friends, she was unprepared for her body jolting to her touch.  She moaned to the ceiling, but as loud as it felt to her, her friends were still too distracted by each other’s pleasure to notice.

Scootaloo brought another hoof down to her lap and twitched harder, causing her to lean forward.  Despite the efforts of her tiny wings, she lost her balance in this position and fell forward so that her face smacked against the floor.  The pain in her chin abated when she felt her buttocks pull apart, allowing both hooves on her forelegs to rub back and forth against her marehood, smearing the awakening lips against each other.  The more she rubbed, the wetter they became, and she began to feel her head drag forward across the floor as her body began its first metamorphosis.

As she slid in this position, her eyes were glued to the hooves at the end of Applebloom and Sweetie Belle’s long hind legs, their black forms wagging back and forth in front of her.  Drinking in the scent of their two stimulated marehoods, Scootaloo could feel an unexpected hunger begin to build inside her, and with it came the thought of putting those hooves in her mouth.  On any other day, the thought would have been too ridiculous for her to entertain, but as her hooves morphed into fingers that slithered inside her engorged pussy, those four hooves in front of her looked delicious.

Feeling her wings buzz, then stop, then buzz once more, Scootaloo could take it no longer.  She slapped her wet hands on the floor and thrust herself up.  In the same motion, she grabbed Applebloom’s left hoof in one hand and Sweetie Belle’s right in the other, then shoved her mouth down over Applebloom’s, letting the hoof wedge her jaws apart before her teeth bit down on the hard nail.  As her tongue flicked the caked mud off the bottom, her right hand started to rub Sweetie Belle’s hoof, smearing her cum all over it in anticipation of another bite.  Between her new long legs, Scootaloo’s marehood wept profusely, dribbling a long stream of juice out onto the clubhouse floor.

With the three friends fully changed, Applebloom sat up and released her breast to grab the back of Scootaloo’s head, feeling the rosy strands of her mane tremble between her fingers as she nibbled her hoof.  Applebloom’s other hand remained crossed over with Sweetie Belle’s, still working over her fat pink clit.  Scootaloo then sucked her mouth off Applebloom’s hoof, then shoved Sweetie Belle’s inside, nibbling the nail and covering it in her spit, her tongue taking back the cum her hand had lent her.  Sweetie Belle moaned, then yanked Applebloom by her mane to kiss her hard on the lips, grabbing her free arm around Applebloom’s back to pull her into her as tight as she could.  As the two fell back down, Scootaloo reached her left hand back between her legs, thrusting into her dark wet pussy as she nibbled on the wagging hooves of Applebloom and Sweetie Belle.  Scootaloo stamped her right elbow on the floor to keep balance and tried to grab a hoof with her right hand, but every time she tried, they’d slip from her slippery grip.  So she used her teeth to grab them, biting down harder on her prey.

It was then that Applebloom and Sweetie Belle came simultaneously, their pussies quivering over each other’s buried fingers pressed between hot furry thighs.  Feeling some of the cream flick against her mane, Scootaloo shuddered on her knees and came a few moments later, squirting a puddle of cum that landed some indeterminate distance behind her.

Sweetie Belle and Applebloom squeezed each other tighter, then relaxed their grip, falling apart from one another as Scootaloo inched forward like a worm and fell between them.  In this position, Scootaloo turned her head to the left and kissed Applebloom, then bit her bottom lip, letting sweat fall from beneath her mane and onto her friend’s face.  Behind her, Sweetie Belle brushed down the feathers of Scootaloo’s right wing, admiring the musculature that held them in place, then pressed her face against her wings to give them a gentle kiss.  Applebloom reached her arm around Scootaloo’s torso and Sweetie Belle brushed her left leg up against Scootaloo’s waist, and the three again began to rub their sweaty bodies against one another, stimulating their hardened nipples.

Eventually, Applebloom pushed herself downward and out of Scootaloo’s embrace, feeling Scootaloo kiss her on the top of the head as she mashed her yellow face between the pegasus’ humble breasts, grabbing them and squeezing their shapes against her ears.  Still holding them, Applebloom then slipped out her tongue pushed herself down, allowing her tongue to drag down Scootaloo’s torso, feeling Scootaloo’s hands press down on her head as she did.  The lower Applebloom moved, the more Scootaloo rolled on her back, causing Sweetie Belle to roll away to her right and start squeezing her own clit with her delicate white fingertips.  Sweetie Belle then sat up and watched as Applebloom got to her knees and reached under Scootaloo’s flank.  Her yellow hands slid up behind Scootaloo’s knees and she hoisted her lower body up, letting her legs droop over her shoulders.  In this position, Applebloom then rammed her face into Scootaloo’s snatch, letting her tongue get its way inside.  Scootaloo moaned loudly, her sticky fingers dancing in Applebloom’s messy mane.

Sweetie Belle moved down on all fours and got closer to Scootaloo’s face.  She loved watching Scootaloo’s face blush red, moaning loud enough that her jaws yawed open, revealing her beautiful teeth and her adorable red tongue.  Sweetie Belle leaned in and kissed Scootaloo on the cheek, then sat up and took her breasts in her hands, squeezing them together until she could almost kiss them.  Unable to reach, she turned her head to her left and kissed her left shoulder, feeling a shiver down her arm that made her breasts jiggle in her grip.  Gasping, she lifted her head up, then swung her left knee across Scootaloo’s face.  As she adjusted herself and began to sit down, Applebloom triggered something in Scootaloo’s loins and she moaned loudly again, causing Sweetie Belle’s unfurling pussy to vibrate to her voice.

In one quick motion, Sweetie Belle clapped her pussy across Scootaloo’s face, and instantly her torso craned back so far that her hands clapped down on Scootaloo’s stomach behind her.  Sweetie Belle moaned a high-pitched tone, then began to rock her hips once more, smearing her grey juice all over her friend’s face.  As Scootaloo’s tongue wriggled over Sweetie Belle’s lips, she made a quiet “yip” sound when her teeth grazed her clit, never quite biting her, but teasing it with the threat of such contact.  Applebloom’s right hand then released Scootaloo’s flank and returned back to her own pussy, stirring it between two fingers as the middle slid back inside.

Scootaloo lay helpless to the touch of her two friends, swallowing thick rich-smelling juice from Sweetie Belle’s snatch as her pink cream oozed out to splatter all over Applebloom’s snout.  Her body writhed and cringed, heating up so quickly that she worried her flesh would burn her friends.  It wasn’t long after this before another orgasm burst from Scootaloo’s loins, her bucking body causing Sweetie Belle’s thighs to smack against her ears.  Scootaloo then spanked both Sweetie Belle’s asscheeks and shoved them together, and the unicorn came next, causing more goo to gush out of her and rush down her hungry throat.  As Scootaloo swallowed, Applebloom’s tongue wagged deeper inside, and Applebloom finally came as well, releasing a stream of cream that landed on the worn throw rug behind the trio.

The three ponies were soaked from head to toe with sweat and cum, their bodies so completely numbed by the orgasms that they hardly noticed their bodies slowly return to normal size.  But as Applebloom lifted her head from Scootaloo’s pussy, licking more of the pink substance from her face, she noticed something different about her two friends.

“Your cutie marks!” said Applebloom, pointing a hoof toward her friends so quickly that cum shook off her hoof and onto the floor. “You got your cutie marks, Girls!”

Sweetie Belle, still sitting on Scootaloo’s face, looked to her left and Scootaloo pushed her off, both of them turning to look at their flanks.  A large pair of pink lips was now imprinted on Sweetie Belle’s flank, which, to her excitement, didn’t wipe away with the streaks of cum that surrounded it.  On Scootaloo’s flank, the pegasus saw a set of teeth shaped into a glistening white smile.

“Kissing!” said Sweetie Belle.

“Biting!” said Scootaloo.

“Who’da thought we’d find out our special talents just by making each other get big?” said Applebloom, taking a second to savor another drip of Scootaloo’s juice.  “We ain’t blank flanks no more!”

“You said it!” said Scootaloo.

“Buck yes!” squeaked Sweetie Belle.

“Oh no!” said Applebloom.  “I forgot, we’ve gotta go get tutored by Miss Cheerilee!  We better get ourselves cleaned up right now!”

The three nodded, then scrambled out the front door and down the stairs, racing across the orchard toward the Apple Family homestead.

“Last one in the tub’s gonna get her face sat on!” said Scootaloo.  Sweetie Belle deliberately fell to the back of the line.  The three of them giggled.

***

The three young fillies were no longer the Cutie Mark Crusaders.  That journey had finally ended.

They were now the Cunt Munching Cadets.

Chapter 5: Enchantment

It was during times like these that Zecora’s incredible balancing skills truly paid off.

After the most nerve-wracking walk of her life, Zecora lowered her head, allowing her zebra-striped egg to roll from the top of her snout and onto her bed.  Exhaling, she stretched, her neck aching from the strain of carrying the deceptively-heavy object all the way into her hut.  Finally, the hard part was over.  It would have been easier if she managed to grow hands once more, she thought, but the cause of her temporary transformation disappeared with the strange goo outside.

Zecora brought her forelegs to her bed and gently rubbed the dark yellow blankets around the egg, fashioning the fabric into a crude nest.  For several minutes, she examined the nest from every angle, nudging it more here and there, terrified that she might have left one avenue open for the unthinkable to happen.  At last, she was satisfied, and with one more glance behind her, she made her way to the humble bookshelf across the room.

“An egg from a pony, how can this be so?” Zecora asked herself as she perused her collection, eventually finding the one she had just borrowed from Twilight a few days before. “Perhaps this book will allow me to know.”

Carefully, she bit the spine of “The Unnatural Egg,” a book so tattered and worn that merely moving it almost caused its yellowed pages to break away from its weathered binding.  She set the book on a nearby table and nudged open the leather cover with her snout, causing a musty smell to puff into her nose.  She read the opening chapter.

“It is well known to ponykind,” she read, working to make sense of the strange font in which the words were written, “that our lives are granted to us by our Supreme Ruler, Princess Celestia.  Because of this, She also grants us our newborn fillies and colts.  At Her discretion, at the right age, and only when we have committed to a union with our special somepony, we mares are imbued with Her magic such that, if we truly deserve it, we will know the joys of motherhood.  Only then does Her ability to create life pass to us, if only for a few months.”

“But what, then, are eggs?” the book continued.  “Eggs are what separate beasts from ponykind.  It is through eggs that beasts, denied by Law the sacred union with our Princess, create life spontaneously through means that will never be fully understood.  It is not known why some beasts produce eggs with hard shells while other beasts produce eggs made of slime.  What is known is that it is an unnatural means of creating life, and this lack of control beasts have over their bodies makes them inferior creatures, destined to be treated as nothing more than amusements - or food.”

Zecora stopped reading.  Her heart beat furiously within her chest, her body consumed by a searing sense of dread.

“A—beast?” she said to herself, unable to form a rhyming couplet.

Zecora turned and looked at herself in a mirror across the room.  The same zebra she always saw was there, though now her pupils were narrowed by terror.  But just as quickly, she was overcome by a sense of outrage, and with it an encroaching anger that put her on the defense.  What she’d experienced in the forest that morning was terrifying at first, but the end result was profoundly beautiful.  She felt life in the egg she had created, and with it instantly the desire to protect that life at all costs, no matter what sprang forth from inside.  She felt a deeper connection to her egg than anything she had experienced before.

And if that made her and her creation beasts, she thought, then so be it.

Suddenly, something wrenched inside Zecora’s body and she cried out, falling to the ground.  Her body ached all the way down to her joints, immobilizing her in a feverish grip of agony.  Grinding her teeth, she immediately thought this pain was the book’s doing, and through raw determination, she stamped her striped forelegs back onto the floor, hoisting up her upper body.  As her head craned upward, arching her back, she felt her heart beating faster, thicker beats, her muscles tightened so hard that it felt like her bones were going to break from the building pressure.

Every strand of Zecora’s black-and-white fur was standing on end again, though this time she felt a peculiar sense of exposure, as if every object in her room was watching her.  She felt the hollowed-out eyes of the masks look over her face, the dangling bottles of potions ogling her curved back, the egg watching her large round flank.  And the more acutely she felt this, the more the confines of her hut seemed to fall away.  The trees around her were watching her convulsions, as were the leafy canopy above and the moist soil below.  She felt the eyes of every creature, every bird, mammal, and reptile.  But most of all, she felt the piercing gaze of something much larger, a presence that was quickly drawing near.

She could feel the presence take a step, and with it Zecora began to comprehend the vague notion of its body.  She felt a large foot pushing down, crushing the underbrush outside as wet mud squished between its toes.  As the foot dug deeper from the shifting weight above it, Zecora felt her own body being squeezed, and she cried to the ceiling as her torso began to stretch, her hips widening as if the foot were stepping on her sweaty buttocks.  The more weight the foot supported, the more she felt like something was being squeezed out of her, trying to find a path of least resistance.  Energy swirled within her, trying her neck and her chest before quickly collecting at her back.

Zecora screamed as her back yanked itself upward, seeming to rip itself completely out of her flesh.  As her shaking forelegs reformed into arms and hands, she felt something pierce her skin from between her shoulder blades, followed by another piercing directly below, then another and another in rapid succession.  Thick, jagged black-and-white spikes were gushing out of her back, dozens of tiny red stripes of blood trickling down her furry sides, leaking over the sweaty skin beneath until she could feel blood swoop over the soft outer edges of her fully-formed breasts.  The last spike popped up at her lower back and the zebra shivered when blood slipped around the bound-up base of her tail and between the parted curves of her ass.  The red trails next slid down the edges of her swollen pussy lips, mixing with the juice oozing from her awakened snatch before rushing down her inner thighs.  The strange pleasure this created was a welcome relief.

The presence’s foot lifted, then its other pressed down, and Zecora’s jaws locked down over growing fangs, her fingers growing talons that dug deep ruts into her floor as her grip pulled her tortured body forward.  As she was crushed once more, her fur seemed to melt off her body, the mixture of sweat and blood on her torso dripping faster and faster over hardening black-and-white scales.  Something pulled at her tail, yanking it taut.  The hair began to twist and compress, then immediately fattened outward, ripping apart the binding that surrounded its base.  As it grew, more scales hardened over its length, and her ass cheeks splayed further apart to accommodate its growing width.

As she felt smaller spikes poke out of her tail’s new leathery form, Zecora felt a weight building on top of her head, and she leaned her head forward, letting the rings around her throbbing throat slip down a couple inches.  Her mohawk was compressing and separating into even more spikes, uniting the row of them that now jutted from her back.

The heavier the spikes on her head became, the more Zecora felt something boil within her throat, a vibrating noise that manifested beneath a reforming voice box.  Her hind legs kicked hard at the floor, the were stuck fast by more talons that flashed out from them.  All at once, she reared up on her knees, her scaly flank pressing against her hind claws, her nipples tingling from scaly breasts as she drew a breath roared to the ceiling, rattling various objects off of her shelves.

Zecora’s mirror revealed a dragon, one with only a few hints of the zebra that once was.  Her stripes remained, but her curves had been exaggerated, as if she had just walked in from a pouring rainstorm.  Looking over her beautiful scales, she felt alive and powerful, more so than she ever had before.  And when she let her claws grab on to her large breasts, a long red tongue flipped out from between her fangs.

It was then that her front door slammed open.

The transformed Zecora turned and growled at her visitor, squeezing her breasts even harder.  It was Spike - or at least she thought it was - and her apprehension morphed into fascination.  Standing up from the small door, he was noticeably taller, standing on two large clawed feet covered in mud.  His broad green chest was half-covered by a muscular purple right arm that reached down the front of him.  In his grip was a fully-erect cock, a small amount of familiar silvery goo dribbling out of its tip.  He looked over at her bed, then, with a smile, back at her.

The sight took Zecora’s breath away.  She licked her lips and got up on two legs, letting her heavy tail unfurl behind her.  Releasing her breasts, she took a step toward Spike and let her hands rub over her new body, hissing between her fangs as she felt the peculiar thickness of the scales over her curves.  The rings on her left arm fell down to her wrist as the talon below reached to tease her moist pussy, the sharp point poking between the delicate lips, stinging as it slipped inside.  Spike, breathing deeply, guided the door closed behind him and stepped toward her as well, massaging the wet tip of his cock.

Without saying a word, the two released their genitals and embraced each other in their leathery arms.  Zecora kissed him and Spike kissed back, the changed zebra rubbing over his sides and feeling the warmth of his cock press against her belly.  She was taller than him, but not by much, and she reached down to squeeze his hard right ass cheek between her digits, letting the talons dig into his scales.  Spike moaned into her mouth, then reached down between them to grab his cock.

Zecora cringed and grinned broadly, feeling his slimy member rub all over her smooth belly.  She brought her hands up behind Spike’s neck as he teased her puffy slit with the tip, rubbing it up and down her tight snatch before finally squeezing it in.  Quickly, Spike grabbed Zecora’s flank and hoisted her up onto his hips, letting her clawed legs wrap around him and tap at his back.  The rest of Spike’s mighty shaft then rammed into Zecora’s quaking cunt, filling her all the way until Spike’s swollen balls slapped against her juicy lips. The two moaned as juice gushed out from between them and onto the floor, her hard nipples pushing stiffly into his toned chest.  Spike pulled back, then quickly thrust into her, settling into a vigorous rhythm.

Zecora pulled her arms tighter around Spike’s neck, pulling her face from his as his fangs nibbled at her neck.  She was hopping on him now, Spike thrusting his hips in shallower strokes to let her slippery thighs smack against his wet lap.  Without her knowledge, the moment of her first climax was already at hand, and her body gave no warning when it unleashed a torrent of juice, her pussy sucking up against Spike’s cock, trying to draw it in deeper.  Her whole body trembled in response, the dragon moaning loud and low, letting her tongue slide up the side of Spike’s face.

The sensation furthered Spike’s resolve and he began to lose his footing, his cock thrusting irregularly as the two spun around toward the entrance of the hut.  At last, Spike slammed Zecora’s back against the front door, and as her spikes dug into the wood, she was held in place, her tail wagging beneath her.  She felt no pain, only a momentary tug at her backside before Spike began fucking her even harder, ramming her against the door, rattling its rusty hinges.  A crack of splintering wood came next and the door failed completely, crashing onto the stairs outside so that Spike was on top of her, her body now fixed in a downward angle, the spike on her head nearest to the forest floor.

She could feel Spike was close, his cock wriggling and throbbing harder inside her, and he lifted his body up, the few invading rays of the morning sun casting tiny shadows on every ripple of his muscular chest.  As Spike’s jaw locked, a spurt of juice splattered out over Zecora’s roasting cunt and over her swollen clit, sizzling over the tiny hump, and she realized she was about to cum as well.  The two dragons moaned to the trees standing sentinel around them, Spike’s cock bucking back inside her quicker and quicker as she reached up to grab his ass.  Then, just as her talons dug in, the two lovers came in one ferocious burst, seed splattering deep inside her as her cream squished all around his releasing cock.  They shuddered and cried in each other’s arms, the broken door beneath them cracking and fracturing into useless kindling.  Spike leaned down and pressed his lips into hers, their sweaty claws rubbing each other’s scales as their genitals continued to squirt into one another with gradually less intensity.

It was then that Spike felt something bulge up from beneath him, pressing against his rigid stomach.  Zecora cried aloud as a familiar sensation took hold, the unmistakable feeling of something growing inside her.  Spike climbed off of her and sat on his thick legs, watching as Zecora moaned, her belly stretching upward and outward as new life began to throb inside her.  Spike leaned his face down and kissed Zecora’s agape jaws as she cried, licking her cheek.  Zecora blushed and tried to kiss back, but her legs splayed apart as the manifesting shape began to squeeze out from her loins.  Much quicker than before, her conquered pussy obeyed, and the lips pulled apart to release another zebra-striped egg.  It thumped against the sensitive underside of her tail and rolled safely onto the ground, its wet curves picking up a coat of dirt.

Catching her breath, Zecora sat back up and looked back at it, then up at Spike, whose eyes were full of amazement.  Blushing brightly, she sat herself up and the two embraced.  In that moment, neither of them seemed to care that they hadn’t reverted back to their old bodies.

“My dearest Spike, we have twice made life,” said Zecora, “please be my husband and I shall be your wife.”  Spike blushed as he grinned with pride.

“You got it,” he said, kissing her lips once more.  “I love you, Zecora.”

Chapter 6: Seduction

Walking their shared body through the middle of Ponyville, Twilight Sparkle and Rarity continued their search for Spike, though with much less urgency than before.  In the time since their fusion, the two unicorns had become enamored with their new living situation, and they were now strolling among the citizenry, showing their body off.  Beneath their violet fur, Twilight marveled at how they felt the same stimuli at precisely the same moment, then reacted in nearly the same way.  Rarity admired the beauty of their new form, and how they were now noticeably taller than before, catching the wayward gaze of many stallions and mares alike.  Without objection from Rarity, Twilight had taken control of the mechanics of their new body, ensuring they would maintain a steady gait.  This was a full-time job, however, and Rarity was left to take care of the rest, including their appearance and speech.  Before they left Carousel Boutique, Rarity even coiffed their flowing mane into her familiar curls.

By now, however, Rarity had already begun to take Twilight for granted, unwittingly thinking of her friend as little more than a voice in her head.  The unicorn had become an augmentation of Rarity’s ego alone, Twilight’s smarts relegated to the periphery, out of sight and out of mind.  In the handful of conversations the dressmaker had started in this new body, she had even come up with a new name for herself: Sparkling Gem.  To the intrigued Ponyvillians, Gem sounded familiar, almost like that borderline recluse down at Carousel Boutique, but her appearance made them write that off as mere coincidence.

But Gem’s internal union was compromised when, just past Sugar Cube Corner, both unicorns heard a voice that only Twilight recognized.

“Twily!”

Sparkling Gem jumped and Twilight looked back over their shoulder.  Rarity saw an unfamiliar white stallion catching his breath, and was taken aback by his height and musculature.  Twilight saw her big brother, Shining Armor.

Armor’s eyes widened and he bit his lip, pulling back an extended hoof.

“Oh, I’m sorry, miss, I thought you were my sister, Twilight Sparkle.”

Rarity blushed at how cute he looked when he was embarrassed.  Twilight felt that same heat in her cheeks and wanted to say something, but Rarity immediately filled the air with words of her own.

“It’s quite alright, darling, I do get that a lot.  Twilight’s actually a good friend of mine,” she said, raising a violet hoof toward Armor’s face.  “Sparkling Gem’s the name,” finished Rarity.

Shining Armor smiled, taking her hoof and kissing it lightly.  Rarity giggled loudly, her poise slipping momentarily.

“A pleasure to make your acquaintance, my lady,” said Armor.

Rarity was smitten.  Gem’s knees wobbled as Twilight thought even harder about taking control, only to hurriedly return to her job like an acrobat spinning plates on narrow sticks.  And the longer she waited, the more Twilight felt herself losing control of the situation.

“My, my, my, my, my.  Twilight never told me she had such a hunk for a brother!”

“Well, I—” started Armor, feeling a peculiar buzz around his sheath before he reminded himself of his purpose.  “Ahem.  Um, well, Sparkling Gem, have you seen Twilight around?  I heard there was an accident at the library last night, so I came back from Canterlot as fast as I could.”

Gem’s eyes twinkled with a mixture of Rarity’s excitement and Twilight’s love.

“Oh, she’s fine,” said Rarity, feeling Twilight’s thoughts begin to pester Rarity’s stimulated imagination. “It’s nothing your sister can’t handle.  Right now, she’s just—working out some details with The Mare.  Yeah, that’s it.  They need to—” Rarity paused, admiring the broadness of Armor’s white shoulders.  “—fix some—things—”  Rarity sighed as Gem’s pussy began to tingle with juice.

In that moment, as the two became aware of their arousal, Twilight began to feel more flushed than Rarity.

“Whew, that’s such good news,” said Armor.  “My little Twily sure is something, isn’t she?”

Gem could feel more juice begin to leak down the inside of her right thigh, the subtle autumn breeze revealing how much had already escaped.  Rarity licked her lips, and in a moment of distraction, Twilight’s giggle slipped out of their mouth.  Armor perked up, looking sideways at Gem, then prepared to make his exit.

“Well, I’m going to go over there and say ‘Hi’ to her anyway,” said Armor, starting to walk past Gem, “I know it’s been a while since my sis and me last met.  Thank you for your help, miss—”

But with Rarity’s unpracticed coordination, Gem scrambled in front of Armor and rammed her lips into his.

Twilight was shocked, having never thought of kissing her brother, but Rarity urged the kiss onward, sticking their tongue into his mouth.  He tasted like expensive Canterlot grasses and oats, those only allowed for unicorn stallions of might and privilege, and Rarity’s lust for more of him quickly overwhelmed Twilight.  When the two felt Armor kiss back, pressing his lips back against theirs, Twilight no longer viewed him as her brother, but something more.  Twilight was now well past the threshold of becoming intimate with her brother; she now wanted to see if their new body could change, and if this dashing white stallion would change for her as well.

And, above all, she needed him inside her.

The two pulled back their violet head with a loud smack, and Gem and Armor lowered their heads so that their horns crossed, each breathing into the other’s open mouth.

“Gem,” purred Rarity’s voice, brushing a hoof against Armor’s neck.  “Call me Gem.”

Armor’s heart was pounding, his breathing deeper and lower, a strange anxiety beginning to take hold.  His body felt as though it was preparing for something, not unlike his training exercises with the Royal Guard, but this time the reason for his body’s activation was unknown.  He couldn’t figure out the tingling between his legs, why it intensified and was then augmented by a subtle stab of pain as something squeezed out of him.  With a tug, his long white cock wagged from between his legs for the first time, its imposing curved length covered in Armor’s musky excretions.  And while the mystery of the change eluded him, he knew it felt good - real good.  What’s happening to me? He thought.  Who is this amazing mare?

Soon, Armor’s desire for answers was quickly overwhelmed by his desire for her.  She had made him feel this way, allowing him to discover this strange new pleasure, and he was utterly bewitched by her.  Rarity, recognizing that look in his eyes, brought a hoof up to Armor’s face, tracing it slowly down the edge of his stiff lower jaw.

With that, Armor’s dormant primal instincts took over, and he sucked her lips back into his, kissing her as he walked his strong white legs toward her, digging his hooves into the dirt to gain traction.  Rarity and Twilight kissed back once more, both of them drinking in the sweet stench of Armor’s anxiety that, quite suddenly, had gone away, leaving only the lovely odor.  Twilight, overcome by the sensations herself, lost control of Gem’s gait and the pony fell down on her hind legs.  As Gem landed on her haunches, Armor reached out with his forelegs and was surprised to realize they had changed into arms, each wrapping easily around Gem’s flushed torso to keep her from falling.  The muscles in his arms tightened and Armor, too, fell, feeling his chest broaden even more as new rippling muscles stretched and compressed beneath his changing chest and abdomen.  By the time the two ponies reached the ground, Armor was fully transformed, his bipedal form lying on top of Gem’s, his long white cock rubbing between their furry bodies.

To Twilight’s continued excitement, Gem also began to transform, her breasts growing larger beneath the weight of Twilight’s brother-turned-lover.  Her breasts were slightly larger than Rarity’s had been, but much larger than Twilight’s, and the librarian was particularly intrigued by the sensation of the added weight.  By now, Rarity was stretching Gem’s changing violet arms over the back of Armor’s strong neck, pulling him closer so that his lower body slipped between her widening hips.  And with every breath they shared with Armor, the more Gem moaned low and loud, feeling the base of Armor’s shaft rub up and down their soaking slit, rubbing it just enough to part the lips.  The two tried to kiss again, but the pleasure of their loins’ contact made them both moan into each other’s cheeks.

Armor shuddered, then pulled apart from Gem, giving her one more peck on the chin before sticking out his tongue and sliding it down her neck toward her breasts.  Gem released Armor’s neck and sat her head up, watching Armor grab her breasts tightly, squeezing them hard between his new thick white fingers as he flicked the hard nipples with his tongue.  As Armor lifted his hips to move lower, Gem felt the flared tip of Armor’s cock poke their clit, and they moaned even louder, letting magic swirl about her violet horn.  Twilight was taking control by this point, and she summoned a burst of light around her brother’s cock, tugging it lower and lower until it was pressing against her snatch.  Gem moaned and began to thrust her hips upward, feeling the sensation of her moist snatch being pulled apart by the tremendous tip trying to wedge itself inside.  Only then did Armor stop his licking, hoisting his head above her so they could see every line on his chest, every vein on his cock under the morning sun.

The two ponies huffed loudly before Gem felt something pop, followed by the sensation of Armor’s hips falling, something hard ramming upward and forward inside their shared cunt.  Aided by the copious fluids that gushed from her slit, Armor’s cock then slid effortlessly inside of Gem’s violet pussy, causing her genitals to blossom into a larger shape that accommodated every inch of his length.  Armor moaned even louder than her this time, trembling as he entered her, feeling the strange mare’s snatch wrap around his cock and grip it tight.

His face above Gem’s once more, Armor lowered his head and stared through Gem’s eyes, feeling his hips rock back and forth on their own, squishing in and out of her lovely interior.  As he began to fuck her, Twilight guided her hands up to Armor’s chest, feeling over every bump and curve on his body all the way up to his tight shoulders.  Rarity then wrestled away control over Gem and pulled Armor down on top of them, kissing him deeply, feeling how much warmer his body was now than before.  Upon contact, Armor started fucking her faster and harder, his massive balls slapping against her thighs as he stuffed her all the way down to his sheath.

The two lovers embraced each other tighter and rolled to their left, allowing Gem to ride on top of Armor for the first time.  By this point, neither Rarity nor Twilight felt like they were in control of their body; the sensations were so intense that both were now just along for the ride.  Seemingly on her own, Gem sat up, planting her hands on the grass and shunting her hips backward against Armor’s loins, her pussy gulping down Armor’s cock in one shunt until her curvy flank clapped against his thighs.  As Gem ground back and forth against her lover’s hips, the swaying of her breasts caused a persistent tug at the middle of her back, and she quickly found herself laying on top of Armor once more, grinding her body against Armor’s rippled chest.

All of a sudden, Gem felt her wagging tail touch something and the fur on her back stood on end.  Still locked in a kiss with Armor, her left eye caught sight of a massive red leg that thrust itself into the ground directly in front of hers.  Startled, but too consumed with sex to care, she watched as the leg finished reforming into a powerful arm, its thick red fingers stretching out from the disappearing hoof, then digging into the dirt.  A peculiar draft by her asshole finally made Gem  look back, allowing Armor to kiss her cheek as she continued to ride him on autopilot.  She was surprised to see a transformed Big Macintosh kneeling behind her, his massive chest grazing against her back.

Getting to her knees at Big Macintosh’s left side was his sister Applejack, also sitting upright on her long legs, her breasts shaking as she moved her knees apart.  She kissed his side and grazed her orange hands through his soft red fur, feeling over his muscles as adrenaline coursed through them.  She then looked down at Gem and Armor, their faces both blushing bright red.

“Well lookee here, Big Brother.  We got ourselves a couple visitors!” said Applejack, sliding her left hand underneath her brother’s massive hind legs as if preparing to milk a cow. “How ‘bout you and I give them the new Ponyville Hello?”

Big Macintosh could feel her sister’s soft touch cradle the head of his giant black cock, the tip bubbling with precum as he felt her hoist it gently upward.  Beneath the red pony, Gem could feel his tip begin to slide up the crack of her ass, sliding deeper between each cheek the higher it went, and Gem felt the urge to back her body up against his throbbing meat.  Eventually, the tip stopped against Gem’s asshole, causing her soaking cunt to stop halfway up Armor’s cock in anticipation of another entry.  Armor cringed, feeling Gem’s lips sucking gently against the tip of his stallionhood.

Applejack, sensing her brother’s pleasure, released his cock and licked her palm.  She giggled, then smacked Big Macintosh’s right flank with an open hand, making a loud slap.

“Well, go on,” said Applejack, “get buckin’ so your little sister can watch!”

“Eey—up—,” Big Macintosh shivered, slowly pushing his hips forward.

Gem shuddered, Twilight and Rarity suddenly realizing that Big Macintosh was far too large for their ass to accommodate.  The rigid tip was pressing harder and harder against their little hole, but it stretched out much too slowly, reluctantly tearing itself apart.  Gem tried to moan, but no sound escaped, her jaws doing little more than drooling over the perplexed face of Armor.  Every time Twilight and Rarity thought the stretching was over, it kept on going, pulling larger and larger until it felt like they were going to be ripped in half.  But it was far too late to protest - he was going to be inside her, and her ass would never be the same afterward.

Finally, the tipping point was reached, and Big Macintosh’s cock shoved itself deep inside Gem’s asshole.  As Gem quivered, a tiny trail of blood from her tortured rim wept down the inside of her ass and dripped onto Armor’s balls.  At that moment, the sounds bottled up inside of Gem and Big Macintosh burst forth much louder than either anticipated.  They were loud, terrible cries of anguish, a searing pain that had all but vanquished Gem’s body.  But as Big Macintosh began to slowly pull out, then ease back in, the unspeakable pain of the entry was replaced by an incredible pleasure.

Seeing Gem being violated this way with her pussy still latched onto the tip of his cock put Armor on the brink of orgasm, and his hips thrust upward on their own, ramming inside of her as well.  Gem moaned again and fell back down, causing Big Macintosh to follow her ass as well, arching his back until both he and Gem were now lying on top of Armor.  Every muscle in Armor’s body locked up in defense of the gathering mass, and the three rubbed and shoved against each other relentlessly, the two strong stallions pounding both of Gem’s holes with greater intensity.

From the chaos of the three lovers, a machine-like rhythm was accomplished.  First, Armor would stick his cock into Gem’s pussy, pushing her ass forward over his lap and splaying her buttocks apart for Big Macintosh to stuff her ass once more.  Then, when Gem slid down Armor’s shaft, Big Macintosh would pull out a split-second later, allowing his massive cock to rear back for the next stroke.  Then Armor would shunt back inside Gem once more, tugging Big Macintosh’s stallionhood onward to the next stroke.  The rhythm started off slowly, despite Armor’s initial impatience, but gradually increased in speed as Gem’s ass became used to its massive invader.  The three-pony engine rocked and fucked itself into motion, shafts pumping both of Gem’s holes so completely that she could feel the two cocks rub against each other through the membrane that separated one from the other.

As the beat accelerated, the double-penetration was too much for either unicorn inside Gem to comprehend.  From the confusion came the rediscovery that Twilight and Rarity were, indeed, still two separate souls, and each found themselves drawn to a different aspect of the act.  Twilight stared through Gem’s eyes at the face of her big brother, watching his lips and cheeks contort as she felt Gem’s cunt please him in a way she once never thought existed.  Here and there, she would adjust Gem’s hips, rocking from side to side, trying to feel all of her brother’s wonderful white shaft that now throbbed deep inside her, intent on coaxing from him more of the strange white goo that stallions carried inside them.  Rarity took in all the beautiful agony of Gem’s tortured ass, her mind wandering to recent memories.  So consumed was she in her thoughts that she forgot that it was Big Macintosh and instead thinking back to the day before, remembering how Spike had taken her so roughly, plunging his dragon-cock deep inside her ass.  Now, she marveled at how she was capable of taking on an even larger cock, her asshole yanked open into a gaping brown tunnel.

Faster and faster the three plunged into each other, Applejack caressing her orange hands all over her brother’s back, smacking his flank here and there to urge him to pick up the pace once more.  But as she looked forward toward the strange violet mare between them, she saw a strange white glow begin to surround them, growing so bright that she had to cover her face with a sticky hand.  Inside the growing sphere of energy, Twilight and Rarity continued to shunt Gem’s body against their two stallion lovers, but they began to lose track of where their arms were planted, where their legs had dug themselves into the dirt.  Eventually, they felt more hands rubbing along their bodies, and Rarity felt as though a third pony had somehow materialized between her and Armor.  As Big Macintosh continued to pump hard against her ass, Rarity then began to feel herself sliding forward, a second tail tickling her marehood.  Instinctively, Rarity grabbed her arms around something warm beneath her and the aura burst, bringing their surroundings back into focus.

There, Rarity looked down and saw she was now lying on top of Twilight, whose cunt was still thrusting up and down on Armor’s cock.  Only then did Rarity realize she, too, was back in her old body, her exposed marehood dripping juice onto Twilight’s waving tail as Big Macintosh still shoved his cock deep inside her ass.

“Rarity?!,” said Applejack, watching as her brother leaned back, taking Rarity in his arms, and let her hop up and down on his cock, the workhorse inching closer and closer to orgasm.  “Well, I’ll be.  Now there’s somethin’ you don’t see every day!”

But Rarity was still enjoying herself far too much to notice, muttering Spike’s name under her breath as she tickled her clit.

It was about this moment that Armor blinked his eyes and saw a new two-legged creature was fucking him, one with a much more familiar face than Gem’s.  The purple creature giggled, licking one of her hooves playfully.  It was then that there was no doubt to him who she really was.

“T-Twily?!  Where did—you—AAH!”

But it was too late.  With one more thrust, Armor’s cock burst inside his little sister, splashing two hot streams of jizz deep inside her trembling snatch.  His breath huffed deeply, his pupils dilated in confusion and embarrassment, feeling her juices dribble down the base of his cock and sizzle over his tingling balls.  Twilight hopped twice more and squirted all over his shaft, then lay down against his chest, kissing him lightly as their bodies both slowly returned back into their old four-legged forms, Twilight caressing his chest with her reappearing hooves.

“EEE-YUP!” bellowed Big Macintosh as Rarity cried aloud on his lap, her ass pumped full of the stallion’s thick cream.

As pressure built up in her, Rarity’s own marehood gushed all over the red pony’s lap, and she twitched violently, her innards wringing every bit of jewel-scented juice from her quaking snatch.  Rarity reverted much faster than Twilight, but Big Macintosh stayed on two legs a little longer, all the way until his cock flicked out of the dressmaker’s ass.  As Big Macintosh rolled back onto his side, Applejack trotted back up to him, giving him a gentle lick on the cheek.  Her orange backside was still sticky with fresh apple-scented juice.

As the five ponies began to make sense of what they had all just experienced, Rarity noticed that she still had the same light violet fur as Twilight, their two bodies the only hint that Sparkling Gem had ever existed.  Rarity blushed, but Twilight only giggled.

“That color looks good on you, Rarity!” said Twilight, beaming with satisfaction.

All of the ponies laughed.  All of them, that is, except Shining Armor.

Without a word, Armor got to his feet and galloped quickly away from the scene.

“Shining Armor!” cried Twilight. “Wait, where are you going?”

But the white stallion gave no answer and disappeared over a hill.

Chapter 7: Retribution

Diamond Tiara and Silver Spoon took their time trotting over to Miss Cheerilee’s classroom.  The noises from the previous night disrupted the two’s sleep-over at Filthy Rich’s manor house, and both felt entitled to take it easy.  They woke up late that morning and took a long shower together in Filthy’s cavernous crystal-walled shower, letting the water flow over their soft young fur as they stroked expensive heart-shaped soaps over each other’s cutie marks.  Nothing ruined a well-coiffed mane like a terrible night’s sleep, so Exacting Trim, Diamond’s personal stylist, worked overtime to get the two friends’ hair exactly right.  Only after all that - and a three-course breakfast - did Diamond and Silver finally trot out the door.

To them, there really wasn’t any rush.  This wasn’t the first time their teacher ever called the two to meet with her on a weekend after a squabble with their classmates.  They also knew from the first day of school that their rose-colored teacher was a pushover, and both were sure that after yet another five-minute talking-to, they’d be on their way back to Sugarcube Corner for snacks.

“I don’t see what the big deal was,” whined Diamond, her shiny light pink fur twinkling in the sunlight. “Those three blank flanks need to lighten up.”

“Seriously,” said Silver, “they should their cutie marks for tattle-telling.”  The two giggled.

As self-absorbed as they were, the two fillies still noticed something was different about Ponyville.  Not many ponies were in the streets, and the few who were looked noticeably distracted.  One of them was Berry Punch, lying with her back against a tree, her hoof kneading at a spot between her hind legs.  Her mouth was wide open, head craned back beneath a glass pitcher she was somehow holding above her head.  Sticky-sweet liquid flowed into Punch’s mouth, trickled down her cheeks and over her body, and her four legs looked longer than normal.  The two fillies could smell her from a few feet away, a hint of cider mixed with something else.  That’s when they rushed the final few steps to the schoolhouse.

When they nudged open the door, Diamond was about to rattle off an excuse when Silver jabbed her in the ribs.

“Ow!” whined Diamond.  “What was that—”

Silver didn’t need to say a word.  Applebloom, Sweetie Belle and Scootaloo stood in the middle of the empty classroom, all of them brandishing cutie marks on their tiny flanks.  Behind them, Miss Cheerilee was sitting down on a large pink rug, reclined against a stack of pillows - the ones they all used for nap time when their teacher was in one of her moods.  Cheerilee looked like she was struggling to hold that position, and Scootaloo was on her hind legs, propping her up with her little pegasus body.  The three students looked back at the two of them with scorn, but Cheerilee was as welcoming as ever.

“Girls!” she cooed, “Good to see you made it.  And look!  Your classmates finally got their cutie marks!  Isn’t that great?”

Diamond and Silver just stood there, their irises shrunk and their mouths agape.  Applebloom giggled, her cherry-red mane flowing freely from their unbound lengths.  She knew the three of them had struck a blow.

“Don’t just stand there, girls, come on in!” said their teacher.  “Your friends were going to demonstrate their special talents.  They said that showing me would be better than just telling me - isn’t that exciting?”  She then looked down at the three fillies in front of her.  “Now, girls, am I sitting the right way?”  She almost fell forward again, but this time Sweetie Belle jumped up and helped her stay balanced with her lily-white hooves.  She then stared back at Diamond and Silver.

“You’re perfect, Miss Cheerilee,” said Sweetie.

“Hold on,” said Diamond as Silver bucked the door shut behind them.  “I don’t believe this, not for a minute.  They’re just trying to get attention again, just like in class.”

Cheerilee was about to respond, but she stopped when Sweetie Belle stepped forward, turned, then wagged her flank in Diamond’s face.

“Oh yeah?” said Sweetie, her eyes half-lidded.  “Why don’t you take a look for yourself?”

Diamond raised a hoof and stepped back, then lowered her brow.  “Fine,” she said.

Diamond reached out a hoof and rubbed it across the pair of pink lips on Sweetie’s flank.  She expected the mark to come off, just like that hilarious time when Sweetie fell in the mud and got her little hopes up only to have them dashed by the rain.  But it didn’t this time.  Sweetie blushed, feeling a pleasant tingle through her loins as her rival unknowingly found her most sensitive spot.  Her white cunt began to ooze.  Diamond shrieked.

“Eek!” said Diamond, covering her mouth with a hoof.  “They-they’ve got the Cutie Pox again!  We’re all infected!”  Sweetie Belle could care less as she rejoined her comrades.

“No,” said Scootaloo.  “We’ve been here for fifteen minutes and nobody’s caught anything, not even Miss Cheerilee.”  She smiled in satisfaction of what she just said.  “It’s so good of you to show up on time, by the way.”

Diamond ground her teeth, her face red with rage.  Silver just looked confused, waiting for her friend to take the lead, unable to think of anything helpful to say on her own.

“Now, if you excuse us,” said Applebloom, “we promised Miss Cheerilee we were gonna show her our special talents.”  She gestured a hoof toward a spot a few feet away.  “You two can just sit right there.”  Miss Cheerilee exhaled.

“Okay, girls,” she said, “I think I’m ready.  Now, show me!”

The three fillies looked at each other and nodded.  Sweetie Belle trotted over to her teacher’s right leg while Scootaloo made her way to her left.  Both nudged their heads down against their teacher’s hooves, sliding her legs apart so Applebloom could walk between them.  The three sat down and exhaled, then inched their right hooves between their legs.  They moaned as one, and each leaned forward, pressing their faces into their teacher’s fur.

Applebloom stuck out her tongue and slid it up the inside of Cheerilee’s left thigh.  She could feel her teacher shiver, then jump when Scootaloo’s teeth nibbled the edge of her left hoof.  As Applebloom’s tongue slid further along her thigh, she then felt Sweetie Belle’s lips poke her ankle with a kiss.  Their teacher giggled.

“Girls, that tickles!” she said.

Then, as their teacher watched, the three fillies began to change.  Sweetie Belle’s left hoof felt softer and larger against her shin and Applebloom’s legs were getting longer.  When Scootaloo got to her knees, two gamboge-colored breasts shook from her chest, and her added height allowed her strange new hand to lift Cheerilee’s leg off the ground.  Sweetie Belle was growing, too, and her kisses were now working their way toward Cheerilee’s right shoulder, her own white breasts sliding up against her sides.  Cheerilee was frightened, finding herself at the mercy of these beasts that were once her students.  But as she leaned back into the pillows, a new pleasure took hold, and with it the inexplicable urge for things to get even stranger.  Her whole body felt like it was on fire, especially between her legs, where Applebloom’s body coiled upward, her face inching closer to something wet.

The three fillies stirred their pussies and pleasured their teacher with the same frantic resolve.  Scootaloo released her teacher’s hoof and brushed her hard nipples up her teacher’s left side, mirroring Sweetie as her own mouth neared her teacher’s neck.  A white hand cupped Cheerilee’s chin and yanked it to the right, where Sweetie’s lips kissed hers in one passionate suck.  Her teacher kissed her back, and Sweetie’s tongue slipped inside.  Scootaloo then dove toward the throbbing vein in her teacher’s neck and nibbled the spot gently, sucking it back between her jaws to leave a hickey.  Then, all of a sudden, two yellow hands hoisted Cheerilee’s hips off the ground, and Applebloom’s face mashed into her stimulated rosy cunt.

Cheerilee moaned into Sweetie’s mouth and cringed as her students devoured her.  Her own tongue jammed in Sweetie’s mouth, and her student sucked it, pressing their lips even tighter together.  Scootaloo sucked her lips from her teacher’s neck, then stood on her hind legs, pressing her breasts into her teacher’s head as she nibbled the tip of her left ear.  Cheerilee cringed once more, twisting her hips around Applebloom’s head as her tongue dipped deeper inside her soaking snatch.  Applebloom responded by groping her teacher’s ass, letting her red tail sway back and forth, tickling both her tingling inner thighs.

Across the room, Diamond sat dumbfounded.  She sneered at the four of them, raising a hoof to her eye, but she couldn’t quite look away.  The smell of hot pony sex filled the tiny classroom almost immediately, and she was disgusted, hating that her rivals’ talent was going to make her stink all day.

That’s when a grey hand cupped her hoof and gently pushed it down.

Looking to her left, she was shocked to see that Silver had changed, too.  She looked taller, her hips rounder and dripping with strange juice as her twitching hand stayed sandwiched between her thighs.  Her body was more lean than the three fillies across the room, but Silver was about the same height as them, and her dark grey nipples were rock-hard.  Diamond saw her body for just a moment before Silver leaned in and kissed her, shoving her tongue deep inside.  Diamond blushed as she stumbled backwards, mumbling incoherently into her friend’s mouth.  Diamond struggled at first, then relented when her own body started to tingle.  The pink fur on Diamond’s legs stood on edge as her limbs brushed between Silver’s thighs, picking up some of her moisture as they grew.

Cheerilee’s thighs grew longer as well, and very quickly, she could feel her own chest expand.  The teacher felt a pain in her front hooves and brought them to her face.  She pulled from Sweetie’s kiss as the white unicorn got to her feet and both watched them re-form into rosy hands.  Scootaloo then grabbed Cheerilee’s left hand and shoved it into her mouth, nibbling the tip of her middle finger, then sucking it between her lips.  Cheerilee moaned, letting the other hand fall on the back of Applebloom’s head, pushing her face even harder against her cunt.  Sweetie then slid her own white hand over her teacher’s chest, tugging the nipple gently and letting it snap back in place before groping the breast between her fingers.  Sweetie kissed her teacher’s ear, letting it twitch against her lips with every peck.

Diamond’s body changed quickly once it got started, and before she knew it she was on her back, her friend on top of her, grinding her body against hers.  Diamond kissed back as Silver slid her body up and down, keeping the top of her thigh mashed against her wet pink cunt as it gushed inaugural juice.  Diamond tried to follow suit, lifting her leg up to meet Silver’s pussy, then set her hoof on the ground and shoved it backward, slapping her thigh hard against her friend’s dripping snatch.  The move increased their friction and Silver pressed her chest against hers, letting their hard nipples rub against one another.

It wasn’t until then that Scootaloo and Sweetie Belle noticed their change, and both were struck by the same thing.

“Hey, look!” said Scootaloo, her hand on her teacher’s other breast.  “Diamond Tiara and Silver Spoon don’t have a set of these!”

Sure enough, neither of the two changed mares had breasts at all.  They were as flat-chested as could be, their torsos fitting together perfectly like a stack of boards.

Sweetie Belle giggled.  “Yeah, flat chests!” she jeered.

Both mares were caught off-guard when their teacher slipped both hands between their legs, jamming three fingers inside each of their quivering cunts. The two mares cried, then cringed into their teacher, both blushing brightly.

“That’s—not nice—you two—” panted Miss Cheerilee.  Applebloom started licking faster now, her head bobbing up and down as her tongue started to dart in and out of her teacher’s welcoming cunt.  Cheerilee gasped, involuntarily twitching her fingers inside Sweetie and Scootaloo’s pussies until their juices dribbled down her furry forearms.  The three moaned together, all of them hunched forward.  Sweetie pulled Scootaloo into a kiss and both their loins pressed against their teacher’s head, rubbing so close that Cheerilee’s ears tickled their clits, her moans vibrating their swollen nubs.

Faster and faster Applebloom moved, layer after layer of juice caked into her yellow fur with her snout more than an inch inside her teacher’s folds.  She knew her teacher was close.  She could feel her muscles begin to twitch and yank against her face as her clit throbbed just above her nose.  She closed her eyes and plunged her own yellow fingers even deeper into her own cunt, letting her index and ring fingers caress her outer lips.  All four of them were locked together, sharing their warmth, aching to become closer.  Cheerilee’s thighs pressed hard against Applebloom’s head and Scootaloo and Sweetie were hugging even tighter, humping their teacher’s fingers.

But it was Diamond and Silver who came first, blasting hot juice all over each other’s thighs.  Silver bucked upward, breaking her kiss as she raised her chest in the air.  Their screams sent the four others over the edge.  Hot pulses of cream gushed out of Sweetie and Scootaloo, coalescing over their teacher’s face into translucent streams that poured down Cheerilee’s throat.  As she tasted her student’s nectar, Cheerilee’s own cunt exploded over Applebloom’s snout, blasting at such volume and velocity that it caked into the front part of her mane.  The orgasm sent a shockwave through Applebloom’s own body and her own pussy let loose, squirting all over her fingers and onto the rug below.

In that moment, the rafters of the schoolhouse shook to the moans of six mares, their juice flowing freely into the rug and the worn wooden floor beneath them.  As their bodies began to return to normal, they fell on their backs, gasping for air with their hearts still pounding.  Cheerilee’s body was the last to revert, her tongue still slithering inside her own mouth, capturing every flavor of her students’ essence as each morsel slipped down her throat.  She got back on all fours and crouched down on all fours to kiss Applebloom, licking some of her cream from her face.  Scootaloo and Sweetie Belle joined in to help clean their friend, taking turns kissing their teacher as they did.  Then they cuddled together on the rug, Cheerilee’s sticky tail wagging against the stack of sex-stained pillows.

Finally, Diamond and Silver stood up, their legs shaky from the reversion, and trotted slowly up to the four of them.  Both looked nervous as they stood, letting each other’s juice drip from their snouts.  Only then did Cheerilee remember the whole reason for the meeting in the first place.

“So, uh, did you learn your lesson?” asked the teacher with a grin.

Chapter 8: Purification

It was a strange morning for Lotus Blossom and Aloe.

Just before their spa opened for the day, hurried hoofsteps pounded on their door.  Lotus got there first, and when she opened it with the ring of a bell, a strange yellow creature leapt inside and fell flat onto the glistening tile floor.  At first, they thought it was a manticore, and their fur stood on end in fear of the attack that was certain to happen.  Instead, the creature just lay there.  Her wings fell limp at her sides, her long pink hair scattered and frayed.  The entirety of her long, sensuous backside lay thick with ropes of foul-smelling white cream.  They did not observe it for long.  Beyond the door, a thunderous noise approached and Lotus and Aloe saw a cloud of dust crest the hill.  The creature lifted her head and shrieked as only Fluttershy knew how.

“Close the door!”

Lotus bumped the door shut and secured the lock with her teeth.  On the other side, hundreds of stampeding woodland creatures piled-up at their door, clawing over each other in a maelstrom of feathers and fur.  The two ponies pushed their hooves into the door as hard as they could, feeling it tremble beneath their touch.  For several terrifying seconds, countless tiny claws scratched at the door, the animals squeaking and whining in protest.  A hawk bounced off a nearby window, cracking the glass down the middle, and a bear’s growl thundered over the din.

Then, just as quickly as they arrived, the crowd dispersed.  Lotus and Aloe stared at each other, both of them sweating and gasping for air, neither wanting to let go of the door.

Then Fluttershy started to moan.

The spa ponies turned and watched the pegasus shrink back to her normal size.  The process looked painful.  She was stretching in a cat-like pose, her yellow ass held high in the air between trembling hind legs and an upturned tail.  She took a wide stance, her flanks parted such that both could see long, sticky trails of juice dripping from her snatch into a puddle on the floor.  Blushing, Lotus and Aloe watched in horrified awe as Fluttershy bore down in that position, her gushing pink flower yanking open around a strange white object that was starting to squeeze out.

The more Fluttershy reverted, the more her cunt unfurled, revealing a foot, a mouth, and a fluffy tail.  In one motion, she groaned and out popped Angel, whose small body fell with a splat onto the floor.  Fluttershy quickly followed suit, all four legs splayed apart in a small yellow “X.”  Lying in a puddle of ooze, the bunny sat up and coughed.  He blinked his eyes, then stared back at the shrinking flesh portal from whence he came.  He shook his head and quickly hopped back to her master’s leg, humping it mercilessly with his tiny pink cock.  Fluttershy cried, trying to shake him off, but unable to muster the strength.

Aloe stood aghast at the door as Lotus ran up behind Fluttershy, biting Angel on the scruff of his neck.  With one sharp yank, she pulled his tiny body from her leg.  Angel threw a tantrum in mid-air, his adorable member wagging freely from his fuzzy crotch.  Lotus, her snout rumpled in disgust from the musky flavor of the creature, gestured at the door.  Aloe nodded.  She tugged the door back open and Lotus released the rabbit, dropping him on the doorstep.  They barely closed the door in time before he, too, thumped on the door, then hopped away in a huff.  Lotus turned the lock.

“Help—me—,” whimpered Fluttershy, her weary eyes filled with tears as she struggled to use her wings to get up on all fours.  Lotus and Aloe rushed back to her side and helped her to her feet, nudging their own bodies against her until they, too, were smeared with her coat of salty white cream.  Lotus’ tongue continued to rub over her pallette, intrigued by the taste of Fluttercunt that remained in her mouth.  “My little friends—they won’t leave me alone—”

Lotus and Aloe helped her into the back room, where the large wooden spa awaited.  Moving up the steps to the water’s edge, the pegasus still shivered, her wings pinched tightly at her sides, and every step she took nearly toppled her over.  The two beauticians were worried.  They’d seen Fluttershy distressed many times before, but never like this, and never while this messy.

Just then came another knock on the door, one that was slightly less frantic, but every bit as loud.  The spa ponies looked at each other.  Aloe nodded and trotted back down the stairs toward the vacant waiting room, disappearing behind a curtain of red velvet embroidered with pink hearts.

Like the launch of a brand-new ship, Lotus slid Fluttershy carefully into the warm water.  The yellow pony whimpered when her hind legs broke the surface, then moaned as she slipped inside, quivering with pleasure as the soothing liquid crept up her body.  As more of her sank into the tub, some of the white cream slipped off her fur, dissipating into nothingness around her.  As it did, the salty musk of animal lust was replaced by a calming lavender fragrance that filled the moist air.

When her flank nudged the bottom of the tub, the water stopped halfway up her neck, and Lotus rubbed a cucumber-melon shampoo into her mane - Fluttershy’s favorite.  The pegasus closed her eyes and let her wings fan out behind her, causing more of the filthy cream to slip from her feathers.  It was setting up for another hot day outside, but the heated water was the perfect sanctuary, a blanket in which she could curl up inside and hide until the worst was over.  Quickly, Lotus’ hooves churned the shampoo into her troubled scalp, letting it creep down her neck as it spread.

Back at the entryway, Aloe opened the door and there stood Pinkie Pie, spitting out the handle of a large bucket she’d lowered at her hooves.  Immediately, the pinker of the two ponies filled the air with words.

“Hi there, Aloe, it’s me, Pinkie Pie!  It’s so nice to see you again, I know I don’t come here that much, not like I don’t like coming here that much, but Mr. and Mrs. Cake asked me to stay out of the house for a while - well, actually, they told me to stay out of the house - and I asked them why, and they said they were going to do something together and I asked them if they wanted me to turn on the oven and they said ‘no, not that kind of something,’ and I asked Mrs. Cake, ‘oh, then you mean that something you and I did yesterday where we put that big banana in our marehoods?’ and she looked really worried and when she looked worried I got sad and Mr. Cake got mad and then they said I should really get out of the house because they had to have a long talk and I asked them about what and he said ‘just go’ and I asked ‘where should I go?’ and he said ‘go to the spa or something,’ and then I had this funny thought where I’d take a mud bath, but this time with chocolate, so I filled up this bucket and—”

Aloe extended a hoof, then with a smile lay it gently on her customer’s shoulder, the beautician’s flash of anger extinguished by a wash of professionalism.

“Oh yeah, I should probably come in first!”  said Pinkie with a giggle.  She then bent down and took the handle of the bucket in her mouth.  She bounced into the room, humming to herself as tiny drips of melted chocolate tacked onto the floor, mixing with the still-warm puddles of Fluttershy’s cream.  Aloe sighed, then lifted her head.  She made sure to lock the door and put up the “Closed” sign before she steered Pinkie away from the red curtain and into an adjoining room.

Back in the spa, Fluttershy lay on her stomach across a long, low table near the edge of the tub.  The front of her damp body pressed into a soft pink towel with the spa’s emblem in one corner, one just large enough to cover the thick body-length cushion beneath.  Lotus rubbed thick lather into her back with a round soft-bristled brush she held in her teeth.  Little by little, the pegasus with too many pets was starting to calm down.

Fluttershy knew she could count on Lotus and Aloe.  They always took her in with no questions asked, but offered a caring ear whenever she had questions of her own.  She also loved how comfortable they made her feel in her own fur.  She especially enjoyed it when Lotus was doing what she was doing now, rubbing her brush in counterclockwise circles on that spot on her back - the spot just an inch above her wings that made them flap on reflex.  Unbeknownst to her, Lotus loved making that happen just as much.  Perhaps some part of the pegasus knew this, because she blushed every time it happened.

But when Lotus scrubbed a matted spot on her right flank, Fluttershy’s wings flapped in two strong strokes.  Lotus stopped scrubbing.  The pegasus blushed.

She had another sensitive spot.

In the mud room, Aloe reluctantly poured the last of the Pinkie’s chocolate into the empty recess on the floor.  As she had guessed, Pinkie didn’t bring enough chocolate to make a proper mud bath out of it.  To Aloe, it looked exactly like the mistake she predicted it would be, a spill lacking sufficient size and depth to even form a uniform layer.

Regardless, Pinkie was overjoyed.

“Oh boy!” she cheered, hopping into the puddle of chocolate.  Pinkie slipped almost immediately and fell on her back.  Unhurt, she started to roll in it, giggling like a filly as the goo smeared into her fuzzy pink backside.

Aloe took a step back, making sure none of the dessert splashed onto her coat.  As her customer reveled in the slick mess, Aloe wondered how quickly she would have to clean this all up to keep from attracting ants - five minutes, maybe ten - and wondered how long Pinkie would stay in there.  She only thought this for a few moments before she noticed Pinkie wasn’t rolling and giggling anymore.  Instead, she was laying on her back, looking uncharacteristically deep in thought as her chocolate-covered hoof nudged her marehood.

“Oh my,” whispered Fluttershy, her cheeks burning red.

Lotus stopped for a moment, then started rubbing her even more gently, working her way around the spot on her flank.  Fluttershy could feel Lotus’ every breath as it whistled through her nostrils and tickled the little yellow hairs, and as Lotus breathed, she detected a powerful smell emanating from the pegasus’ loins.  It smelled much like the taste that was still taunting her tongue, but somehow as a smell it affected her differently.

Lotus felt dizzy, afflicted with a strange energy that seemed to creep into her.  Her blue body suddenly felt so sensitive that she could feel the heat from the tub lick its way up her sides, and something wet squishing between her thighs.  She wanted to stay at that spot, and by the second she cared less and less about why she felt that way.  Instead, she moved her snout closer to the cleft between the pegasus’ flanks where the scent was the strongest.

Fluttershy whimpered as soap bubbles slipped down her crack.  Her right hoof fidgeted over the towel, but very quickly, she could no longer keep it from sliding under her belly.  Lotus watched as the pegasus cringed, then moaned when her hoof reached the right spot.  The beautician felt hot all of a sudden, the crisp white collar around her neck feeling tight as her speeding heartbeat sending blood thundering to her loins.  Lotus was even wetter there now, and her mouth was watering.

Aloe felt flushed, too.  As she sat down near Pinkie’s “bath,” her crotch made a loud smack against the tiles and a peculiar dampness splashed against her inner thighs.  She moaned, feeling her pussy quiver in approval as her own juices flowed trails through the grout beneath her lap.  Blushing, she looked back at Pinkie.  Her fluffy mane started to slacken and fall against her face, and hard nipples now poked from her chocolate-spattered chest.  The sight was so strange that Aloe didn’t even realize she was reaching for her own crotch until hoof met clit for the first time.  She squeaked out another moan, then felt it gush against her hoof.  Panting, she began to stir her sex.

Lotus spat out the brush and rooted her snout into Fluttershy’s ass.  She stuck out her tongue and instantly tasted her marehood, coating her taste buds in her delicious nectar.  Her hooves kneaded the pegasus’ soft yellow flanks around her face, and the more she licked, the bigger those flanks felt under her touch.  Panting and whimpering, a trembling Fluttershy looked down and saw her breasts were filling out again, lifting her chest from the towel.  Thoughts of her narrow escape from her pets flashed to mind, but just as quickly they were soothed away by the gentle licks of her trusted friend.  Now, as ever, she felt safe, and for the first time, Fluttershy embraced her transformation.

Pinkie’s body changed in halting bursts, her pointy pink breasts shaking free as she jammed finger after finger inside her wet cunt.  Back in her sexual form, Pinkamena rolled to her right and met eyes with Aloe, whose own body was changing at a much slower pace.  Aloe looked back at Pinkamena’s long, nymph-like body, and trapped in her gaze felt a piercing embarrassment.  A part of her wanted to run away in shame, but her will urged her to show off to the demon before her.  The moment Aloe felt fingers from her hooves, she couldn’t stop twisting her aching nipples.  She moaned constantly, hunched forward as if punched in the stomach.  She gasped, her soft pink cunt demanding faster, more aggressive rubs that she was powerless to refuse.  Seeing an opportunity, Pinkamena got down on all fours and slithered her direction, her chocolate-spattered body sticking to the tile as sweet brown trails formed behind her.

The transformed Fluttershy rolled onto her back, revealing her secret form in all its glory.  Lotus sat up and watched as she lifted her hands to her mouth and licked each finger, sucking her juice from each of their lengths.  This time it was Lotus who looked nervous, struck by her customer’s massive breasts, alien curves, and bountiful hips.  Fluttershy licked her lips and sat up, tugging Lotus’ collar as she sucked her lips into a kiss.  Lotus kissed back, then felt the pegasus’ fingers grab her wet crotch, her middle finger itching her clit.  Just like her co-worker, Lotus’ body changed slowly, her torso stretching in a manner that made it look like she was standing up from a chair.  This caused Fluttershy to lie on her back once more, allowing Lotus to straddle her with her own awakened form.  Soon, Lotus’ own hand was inside of Fluttershy, her strong-smelling juices squishing over her new digits.

Aloe was a vanilla kind of mare, but she adored Pinkamena’s chocolate kisses.  The two changed mares were on their knees and in each other’s arms, pressing tightly in a hug that smeared chocolate all over the front of Aloe’s pastel body.  Pinkamena reached around and spanked a dark brown hand print on Aloe’s right flank.  Aloe responded in kind, groping Pinkamena’s squishy ass with hungry fingers.  Theirs was a sloppy kind of lust, and both were now eager to make it more so.  Bound in their relentless hug, they rolled and fell into Pinkamena’s mess, trying to cover as much of their bodies in chocolate as possible.

The table squeaked and whined as Fluttershy and Lotus crammed together from either side of it, their legs locked together, bunching the towel beneath their asses.  Each lacing the fingers of one hand with the other’s, both tugged their nipples with their free hand, moaning to the ornate light fixtures dangling down from above.  Between them, their pussies kissed, clit rubbing clit,  their cream mixed into cresting waves that splashed all over their thighs.  Both breathed deep, raspy breaths, their bodies thick with sweat from the exertion, both looking only at their partner as her breasts shook to every collision.  Their hands squeezed tighter and both shuddered in simultaneous orgasm.

Pinkamena sat on Aloe’s face, pinning the spa pony down in the chocolate mess.  She thrust her face between Aloe’s thighs and sucked her swollen little clit, feeling Aloe’s hands grab her buttocks even tighter.  Aloe’s mix of chocolate, sweat, and cunt was irresistible, and when the spa pony licked her back, both devoured each other with such fervor that neither could sense the other’s climax until it was too late.

Just a split-second after Aloe creamed over her nose, Pinkamena’s cunt gave three short honks.  By the third, Pinkamena was back to normal, her mane and tail frizzed back out.  Behind her, Aloe’s face looked like a donut, covered in equal parts chocolate and rainbow confetti.

“Thank you, Aloe!” Pinkie squeaked.  “That was fun!”

Aloe watched Pinkie retrieve her bucket and bounce back out of the room, where she crossed paths with Fluttershy.  Sitting up, the spa pony coughed.

A long blue streamer rolled out of her mouth.

Chapter 9: Bonding

During any other heat wave, Rainbow Dash could always be counted on.

Often, she and her other pegasus friends would collect whatever clouds they could find and nudge them over to Ponyville.  And when, like today, there were no clouds to be found, Dash would call in a favor with her old friend Nana Knits over at the Weather Factory.  After a brief chat with the elderly white pegasus, Dash would pick up a large white cloud that, with a few well-placed kicks, could be broken down into several smaller shapes that would obscure the sun.

On this day, Dash called in such a favor, but this time went alone, and she nervously dodged Nana’s questions.  Despite Celestia’s mission, Dash wasn’t ready to reveal her secret self to her foalhood weather teacher, and she didn’t particularly want to see hers.  Besides, Dash reasoned, she probably wouldn’t give her the cloud if she revealed her true intentions.  Though her kind-hearted face masked it, Nana used to scare Dash in school, and as recently as last week, she still had nightmares of having to present her final project in front of her class, only to forget what the small, wispy clouds were called.  Cirrus, Dash thought to herself as she flew off to catch her cloud, how the heck could I forget cirrus, the mare’s tail—

The cloud was large and heavy, but fortunately for Dash, she didn’t have to move it very far.  Once out of view of Cloudsdale, she guided it to a stop somewhere over the Everfree Forest, grunting as she pushed back against it with everything her wings could muster.  Looking this way and that, but seeing nopony there, she dove inside the fluffy white shape, burrowing into it like freshly-fallen snow.

The deeper she moved into the cloud, the more damp her blue body became.  She remembered in her youth how she used to make a cloud-fort in a passing cumulus, and how warm and wet the big ones were when you got inside.  It was a skill she never forgot.  In the hot, damp center of the cloud, still cotton-white from the sunlight outside, she gently nudged a hole, taking care not to spread it too thin.  Slowly, the cloud’s insides made room for her, and she soon fashioned a little cube-shaped hideaway inside, one just large enough for her to float above the floor before her wet flank sat down on the raised bench-like edge she’d fashioned below.

Dash exhaled as her body sank a couple inches into the cloud, her wings fluttering to a stop at her sides as her back pressed into the wall behind her.  Stopped in that position, the warm, moist air swirled around her, and her exhaling breath trembled from between her lips.  It had been so long since she had done this that she didn’t anticipate how good it felt to sit there.  She had imagined it, certainly, but experiencing it was something different altogether.  In the innocence of her youth, she found the warmth calming and soothing, often whisking her to sleep, but now as an awakened goddess, it all felt so sexy, so naughty - just like she had hoped.

Dash stepped her hind legs apart and shoved her hips forward, feeling a fluffy edge of the cloud press against her marehood.  She was wet there, too, and not because of the cloud.  Her heart beat faster as she nudged her hoof into her dark-blue clit, then whimpered as her body began to stretch to her touch.  Her middle finger grew first, then snaked inside her snatch as small breasts poked their hard nipples into her arms.  She quivered as her hips widened, and very soon her wings felt larger and longer, brushing against her fur.  Her transformed body twitched and her wings unfurled proudly behind her, each extending the entire width of the room such that the tips of her feathers now dug into the soft white walls.

Blushing, the transformed Dash grabbed her right breast as her other fingers continued rooting into her moist snatch, blushing as more sweat and cloud moisture coated her body.  Panting little blue clouds from her lips, she moaned and squeaked in ecstacy.  It wasn’t long before her orgasm flowed through her, splashing against her loins, her jaw opened wide to the low ceiling, moaning so loud that she didn’t care if the sound escaped.  As it happened, Dash felt her body try to change back, but she kneaded her clit as fast as she could, keeping her body - her secret self - hidden in her fluffy hideout.

Dash was so at ease that she couldn’t stop herself from peeing.

Still with breast in hand, her palm pressing down on the tender nipple, Dash watched and breathed deeply as the tiny yellow arc rose from her loins and hissed in the middle of the room.  She felt like she was deflating as she did, letting her sweaty body ease back further into the cloud as she emptied herself.  She purred under her breath, eyes half-lidded.  She watched as the urine didn’t pool, but instead disappeared altogether.  Perhaps it was combining with the cloud, she thought, her essence becoming one with it.  Or maybe she was just pissing on whoever was under her.  She didn’t remember Nana’s class on the subject, and quite frankly, she didn’t care.

A few seconds after she’d finished, a head suddenly popped up from the floor.  Dash gasped, clutching her body, her blue cheeks blushing.  Only when the rest of his pony body appeared did she recognize it as Soarin, his goggles still held up over his strong forehead.  Dash was shocked, but in her post-coital bliss, not as much as she expected.  She wasn’t ready for him to see her this way, but now that he had, she forgot what she was so scared about.  After all, Soarin looked so cute when he blushed, even without his Wonderbolts outfit.

“Dash?” he said.  “Is that you?!”  He couldn’t look away.  She was beautiful - more so than he’d ever noticed before.  Those strange hooves holding those weird blue shapes on her chest, how long her body had become, and especially those glorious wings, still held out from her sides.  He saw her cutie mark, but still couldn’t stop himself from asking the question.

“Uhm—uh—” Dash stumbled for a word to say.  She had long imagined being friends with Soarin by joining him on The Wonderbolts.  She had treasured her few passing moments with him the few times they’d met.  But, even in her naughtiest moments in the last few hours, she never once thought of what he’d look like as a transformed stallion.  Now, it was all she could think about.

“I—I’m sorry, Dash,” started Soarin, trying but failing to look away as he sank back into the floor.  “I just—Nana told me you needed someone to help move this cloud.  I—”

Dash then jumped to her knees and grabbed Soarin by the hoof, her wings at the ready.  Their hearts beating rapidly, their eyes staring through each other, Dash knew this was her opportunity.  Perhaps giving him the gift of his discovery would guarantee her that spot on The Wonderbolts.  Heck, that hardly mattered now.  She just wanted to see him change to her touch.  She leaned in and kissed him right on the lips, holding him as close as she could.  She inhaled and right away noticed something.

He smelled like her wee.

Dash giggled into Soarin’s mouth.  He was hers now.

Soarin kissed back, but Dash’s wings flapped her upward so she was shoving him back, forcing him to sit down where she once was.  He trembled as Dash pulled her face back, then nibbled gently on his lower lip.  She looked up at him, through him, with her rosy eyes, then stuck out her tongue and started dragging it down his chest.  He rested his hooves on the back of her head as she kissed his chest, then kissed him again a few inches lower.

The more Dash kissed his body, the more strange Soarin felt.  He felt tingly, dizzy even, and in his blurred gaze, he couldn’t help but think that strange little stubs were squeezing out of his hooves.  He took a breath, feeling his chest broaden as he did, and then felt fingers slide through her mane, tugging the multi-colored lengths gently in his grasp, then squeezing her delicate blue ears.  He looked to his sides and saw his wings grow several times their original size, fanning out until they reached the walls, just like hers.  About that time, he felt her breath more acutely at his crotch, where something wet had so suddenly spilled out of him.

Soarin didn’t have enough time to discover his own cock before Dash took it in her mouth.

In one gulp, half of Soarin’s fearsome black shaft was inside Dash’s mouth, her pouting blue lips sucked around his length.  He cringed, then let go of her hair, feeling his balls sway free as his suddenly-long legs fanned apart to make way for his crouching rainbow mare.  In that position, Soarin finally saw how much he had changed, and so suddenly.  His breaths ran deep and rugged, hoisting his carved sky-blue chest up and down, the muscles matching the lean shapes of his long forelegs-turned-arms.  He grunted under his breath and reached his right hand out once more, grabbing another fistful of Dash’s mane.  She responded by sucking his cock even harder, cupping his swollen balls in her other hand so she could knead them between her blue fingertips.

The more she sucked him, the more his cock hummed with boiling seed.  To the drumbeat of his heart, a primal voice forced its way into Soarin’s mind, urging him to take her in a way he never once imagined.  Absent further thought, his muscles responded in kind, and he shoved Dash off his cock until she fell in the middle of the room on her back.  Seeing her in that position, his glistening cock throbbing in plain view for the first time, Soarin drooled, still unable to stop himself.  There was no delaying it any longer.

Dash was frightened, but only at first.  His hands grabbed her flank roughly, then rolled her onto her stomach, exposing her glistening flank.  Between their round blue shapes, her marehood wept thick juice as Soarin’s anxious hands grabbed her tight.  Then came the cock, the bottom of its long length rubbing up and down her slit, coating itself in more of her juices.  Dash moaned, her hands squeezing the fluffy cloud-bottom of their room, and soon her right hand reached back to help him find his way.

Soarin grabbed her wrist with one hand, and with the other, jammed his flared black tip into her pussy.

Dash moaned as Soarin yanked open her snatch, shoving his entire length inside of her until his balls slapped against her opening.  It slipped inside with little resistance, but her cunt immediately grabbed him, not wanting to let him go.  With a gushing suck, Soarin’s cock pulled halfway out, and as his balls swayed between his toned legs, he shoved it all back in again, inching Dash toward the facing wall.

Again, she grabbed him, and their fucking commenced.

Panting as one, the two pegasi fucked each other to a relentless beat.  The more they did, the wetter their bodies became, and the heat of their fluffy world intensified.  Moisture now dripped visibly from the walls, a haze gathering about their heads, and the cloud itself darkened.  Still, the two didn’t stop.  Instead, Dash stuck out her tongue and let the drips of water fall on it, savoring every salty drop as her pussy gulped down Wonderbolt cock.  Soarin was practically foaming at the mouth, his pupils widened by lust as he stared down at Dash’s fluttering wings.

The cloud’s floor then gave way, and the two lovers flapped their wings in a pouring rain, each soaked to the bone, but still grinding their hips together.  Dash felt a searing heat from Soarin’s stomach against her back, and her body felt wetter still from the sweat that poured out of her.  She knew her orgasm was coming, knew that his would be inside her soon as well, and hovering in the rain, she was becoming one with the pleasure.  Her vision blurred, and she began to forget the bounds of her body.  The sensations never went away - they only grew stronger.

Lightning cracked around them, arcing in jagged angles around them, and the two pegasi came.

In the blinding flash of light, Soarin shoved into Dash deeper than ever before, moaning on the edge of a roar as his seed pumped deep inside of her.  He felt her splash back upon him as well, but in greater and greater amounts while his own essence lessened.  In the confusion of the disintegrating cloud, crumbling up from below, he felt her juice flowing all over him, coating him in a thin blue cream.  Shuddering uncontrollably, the goo swirled over him, sucking and licking and kissing him as it thickened and took shape.  He closed his eyes when it slipped over his face, smelling only her as it did.  The goo stretched and tightened, and Soarin was consumed.

Just like that, the cloud disappeared and the rain stopped.  Slowly, Soarin regained his senses, chief among them the heat from the sun beginning to dry his body.  Then he heard a voice.

“Hey there, handsome,” it said.

Soarin shook his head, opened his eyes, and there was Spitfire, her yellow coat and flame-colored  mane twinkling in the sun.  Soarin looked around him and saw they were both hovering over the Everfree Forest.  Dash was gone.  Fear gripped him as he continued to look, but saw nothing.  Certain she’d seen at least some of what he was doing to Dash, Soarin fumbled for an explanation, but even he couldn’t figure out the truth of the matter, so lies were useless.

“Nice outfit, there, buddy,” said Spitfire, “I had no idea you were going for a new look.  Kind of hot weather for wearing that kind of thing, don’t you think?”

Soarin looked at her quizzically, then back over himself.  He was back in his old body, and at first glance, appeared to be wearing his spandex Wonderbolts costume - the one he left in his locker.  The overall design appeared the same, and the color didn’t seem that different, but he was perplexed by the rainbow-hued streak stretching down his belly all the way down between his legs.  Soarin sniffed the air through the hole on the outfit’s mask.  He could still smell her.  The suit rubbed against his sheath, and he could swear he heard his outfit giggle.

Dash was elated.  She had always dreamed of joining The Wonderbolts, but the reality of being Soarin’s outfit was even better.  She could feel all of him, every hard edge and soft curve of his musculature.  As the stallion floated there in front of Spitfire, Dash continued to move her new body, brushing the crook beneath each of his legs.  Soarin cringed and laughed, so Dash continued.

Spitfire swooped behind Soarin and spanked his right flank with her wing.  Dash and Soarin trembled with unified pleasure.  The tip of Soarin’s cock slipped out of his sheath, and Dash felt it press against her morphed genitals that now formed the crotch of his suit.  Soarin felt damp there and covered the spot with his hooves.

“Well, come on, Soarin, no need to worry about that cloud now, huh?  Tell you what, let’s go over to Ponyville for practice today.  I bet Rainbow Dash would get a kick out of that crazy get-up of yours!”

Soarin gulped, avoiding eye contact.

“Sheesh, you’re sure quiet today.  I bet a race would loosen you up.” said Spitfire before crouching in mid-air, ready for a sprint.  “3-2-1-GO!”

With that, Spitfire shot through the sky toward the town in the distance, leaving a golden streak through the air.  Dash tugged at Soarin’s body some more, aiming in Spitfire’s direction.  Soarin held a hoof over his cock, then slowly followed.  The wind tickled Dash, and Soarin’s suit giggled again.  On his flank, the lightning-bolt logo on his suit was now in stripes of red, yellow, and blue.

Chapter 10: Invention

How could I have let this happen?

Luna couldn’t stop asking herself that.  She didn’t think there was any harm in playing with the Elements of Debauchery just one more time. She couldn’t help it.  After all, the white one fit so perfectly in her pussy, and the purple one was just right for her ass.

But, clearly, this was one time too many.

Earlier that day, her curtains drawn, she crouched down on the floor of her bedroom, and thrust the two objects deep inside her.  Using her magic the way she practiced to perfection on the moon, she tugged the dildos back and forth, feeling her changing innards grip their rippled edges for a satisfying hump.  As hot juice squished from her dark-blue cunt, her elongating fingers extended around her stretching clit, which soon formed her own modest cock.  Remaining on all fours, she vigorously rubbed her new shaft with her hand until spurts of crystal-blue jizz burst from her in two directions.  Purring, she eased the Elements out of her, then basked in the afterglow of her pleasure.

Then, simultaneously, the two dildos crumbled to dust.

Luna hadn’t moved since.  She lost track of time, and in reality had spent hours wondering if she could put them back together.  The sight immediately brought back terrible memories of the night she’d destroyed the Elements of Harmony as Nightmare Moon, and she despaired about whether this was retribution for that selfish act.  She had no idea how she was going to explain this to her sister, who had entrusted her with this awesome responsibility.

Luna tried every spell she could think of, but after a while, she realized the twin piles of dust would never again look like the four - no, three - phallic shapes still sitting in the opened chest across the room.

Instead, the dust merely blended together into a uniform shade - one neither purple nor white.

* * *

The idea began, as many do, with a problem.  Twilight and Rarity both wanted to stay in their two-legged forms without using their hands or their magic.  Sure, both knew it felt good to change, and better still to squirt, but to become a goddess for an extended period of time became a dream as identical as their pale violet coats.

Back in the Carousel Boutique, Twilight took the first step when she noticed how well her marehood responded to vibrations.  The discovery came quite by accident, while Rarity struggled to operate her sewing machine with her magic while both hands fingered her pouting white pussy.  Sitting on the floor, Twilight felt the reverberations buzz through her loins, and the sensation intensified when she neared the leg of Rarity’s sewing table.  She liked how well the shivering wood felt against her clit as she rubbed against it, but it soon proved uncomfortable at a higher intensity.

It was then that Twilight turned Rarity’s kitchen into a makeshift lab.  She sat spread-eagle on the cold tile counter and felt the way different utensils stimulated her marehood.  Eventually, she came upon a large white whisk with a thick rubber handle.  The handle felt wonderful inside her, but the metal loops of the whisk made it hard to manipulate.  Twilight retrieved a knife and removed the whisk from the handle, then slowly began to reshape the handle, whittling it into a strange hook shape that fit her innards perfectly, while stimulating her clit.  She spent another hour recalling a vibration spell she practiced back in Canterlot, and when her pink and purple stars flowed out of her cunt once more, her device was complete.

When Twilight returned to Rarity’s sewing room, holding the object inside her with a free hand, she couldn’t help but admire the view.  Her friend was in her goddess form as well, her backside facing her.  Standing before a gilded mirror, Rarity was wrenching a tight piece of purple fabric between her smooth white buttocks.  It was a strange thing for a pony to put on - it looked uncomfortable and much of it disappeared between her cheeks.

“It took me all day to make this blasted thing,” sulked Rarity, stirring her clit once more to stay in her form, “and I had to wash my measuring tape twice.”

Twilight giggled and stood behind Rarity, kissing her gently on the neck.  Her left hand slid up Rarity’s belly to her left breast, while her right remained over her vibrating marehood.

“I think I have just the solution,” said Twilight, easing the former whisk-handle out of her wet cunt.

Twilight gently guided out the object, then held it upright in front of Rarity’s face.  Her friend was shocked, but at the same time intrigued by the device, watching Twilight’s pink and purple stars drip down the length and over her fingers.  She felt the vibration through Twilight’s body, and when she rubbed its gooey tip against Rarity’s erect nipple, the dressmaker shuddered in pleasure, sliding two fingers deeper into her garment.  Twilight panted into her ear and slid the object down the front of her, causing Rarity’s tail to flick against her waist.  At last, Twilight pulled the fabric over her marehood aside and eased it into her.  The fabric snapped back, holding the object inside.

“Oooohhhh—” cooed Rarity, her body shuddering back against her friend.  Twilight smirked, holding Rarity from behind as she gently rubbed her hard nipples into her back.  Twilight’s horn glowed and the vibrations intensified until they could both feel it in their loins.  Rarity’s voice trembled, her body feeling like it was about to melt.

It wasn’t long before Rarity, her hands and magic freed, made Twilight a matching pair of “ponties,” as she called them.  By then, Twilight made a second rubber “pleasure horn” out of a re-purposed handle to a second whisk.  After that, the two friends remained in their goddess forms, sitting flank-to-flank on Rarity’s fluffy red couch, both of them dripping wet to the relentless pulse of the vibration spell and the tight confines of their garments.

When the town clock chimed four times, Twilight remembered something, but refused to remove her device.  She summoned a blank scroll and a quill from her discarded saddle bag.  Dipping the quill into Rarity’s non-metaphorical ink pot, Twilight began to write her letter to Princess Luna in a trembling cursive font:

<>

Distracted by a gathering commotion outside, Mayor Mare excused herself from a meeting with her speech-writer, Measured Narrative.  The two had been working on a speech to calm fears over the monster attack the night before.  However, when The Mayor stepped out onto the second floor balcony of Ponyville’s Town Hall, she was stunned by what she saw.  The building was surrounded by strange creatures, all of them moaning like they ate a batch of Baked Bads as they wrestled each other under the hot sun.  Her snout crinkled to the stench of unbridled exertions, so she covered her nose with a hoof and took stock of the situation.

For a moment, she feared a new type of pest had infested her town, turning her community into some alien nest.  She then started to recognize cutie marks and the colors of their long, muscular bodies.  She realized these two-legged creatures grabbing onto each other were her citizens, all of them transformed by the same strange magic that was making them fight and moan with relentless vigor.  There were too many ponies to count, and she could only focus on a few at a time.

Cheerilee was on all fours near a light pole, her legs much longer than before, and her body stretched into an unfamiliar set of curves.  She looked to be trying to swallow something on the front of a short, round pony that looked an awful lot like Snips.  Another creature resembling Snails was trying to climb over the back of her, his long appendages holding fast to her flanks.  Both were shoving her body back and forth in a kind of tug-of-war, shaking the strange magenta shapes that now dangled from the schoolteacher’s chest.

A few feet away, Lotus was sitting on Aloe’s face, her hoof somehow able to grip her white collar and rip it from her throat.  This done, Lotus licked her lips, grabbed Aloe’s thighs, and plunged her face between her legs.  The two locked together in their long arms, they rolled through the dirt, their pastel coats smeared in the damp mud that was forming beneath the crowd.  When the spa ponies bumped to a stop against another cream-colored pony, The Mayor could see it was Twist, her breasts large, her glasses fogged-up, and her cunt stuffed with the long end of a red-and-white candy cane she gripped in her right hand.

It was then that The Mayor’s eyes moved toward a tree, beneath which Bon Bon was sitting in Lyra’s lap.  Both were locked in a kiss, the former’s arms wrapped around the neck of the latter.  It was a most unexpected sight, not so much because the two were mares, but because they were moving much slower and rubbing each other’s fur.  The more The Mayor watched them, the more the sights and sounds of the crowd fell away.  She began to absentmindedly lick the hoof she’d held to her nose.  At that moment, Lyra opened her right eye and seemed to be staring right up at her.  The Mayor felt embarrassed, but also stimulated by her gaze, especially when she smiled and gently squeezed Bon Bon’s noticeably-wider flank.

The Mayor then jumped and shook her head, as if awakened from a trance.  The sound and smell descended on her like a heavy rain.

“Th-This is bad,” she gasped.  “What in Equestria is going on here?”

Immediately, her thoughts turned to Twilight, who most certainly had the answer.  But as she ran back into the building, Measured Narrative was already leaning against a bookcase, a swirl of his  magic summoned around a strange floppy protrusion that now extended from his dark grey lap.  The Mare couldn’t help but watch him for a moment, how his papers were scattered haphazardly about his flank, before she galloped down the stairs, holding her breath.

“My Celestia!” she thought to herself.  “It’s contagious!”

<>

The Mayor burst from the front door of Town Hall, a paper mask strapped firmly to her face.  There, the moans of the crowd were even louder, and the mask did little to hide the powerful odor they produced.  On the porch beneath her was Roseluck, who looked up at her with glazed eyes as her pale-yellow right hand gripped tightly around the base of a railing behind her.  Berry Punch, her fur caked from untold amounts of fluid, was holding her flanks in her strange violet hands, feverishly drinking her nectar to an audible hum.  The florist now reeked of a heavy honey-like scent, and The Mayor was struck by how Roseluck whimpered and moaned as she shoved back and forth against the topmost stair.

“Don’t worry,” The Mayor told her, “I’ll get help.”

A familiar giggle caused The Mayor’s ears to twitch.  She looked up and there was Pinkie leaning against the wall of Quills and Sofas.  As she made her way toward her through the crowd, Pinkie appeared to be standing up, entranced by something she was looking at beneath her, and her fluffy pink mane started to relax and fall over the side of her face.  By the time she got there, she saw three slender creatures were sitting on all fours around her, licking the last few brown chocolate-smelling smears from her lower body.  The Mayor tried to shoo them away, but the Cunt Munching Crusaders held their ground and continued to lick Pinkamena’s body like nursing foals.

“Pinkie Pie!” yelled The Mayor over the moans around her, “What happened out here?  Where’s Twilight?”

Pinkamena didn’t answer.  Instead, she just sighed and slid further onto her back.  She licked her lips and gestured with her stubby pink fingers toward the middle of her body.  Applebloom and Sweetie Belle responded by sucking on her breasts while Scootaloo stood between her thighs to tease her navel with her tongue.  Pinkamena giggled, and her body began to glow brightly.  The Mayor narrowed her eyes, and could swear she could start to see the grass through the pink pony’s body.  Still, she persisted.

“Pinkie, have you seen Twilight?”

Scootaloo nudged The Mayor out of the way as she kissed Pinkamena on the lips, and Applebloom turned backward, straddling the pink pony’s body so she could lick her juicy cunt.  Sweetie Belle smirked mischievously, then decided to surprise Applebloom by kissing hers as well, letting her tongue root deep inside her apple-scented snatch.

All the while, The Mayor watched as Pinkamena’s body started to jiggle more and more.  A strange new scent filtered through her mask - a distinctively-strawberry-smelling odor - and the stronger it became, the more her inner glow revealed how translucent she was becoming.  Before long, Pinkamena’s face and eyes followed suit, everything turning to a faded pink, everything jiggling.  It was not until Scootaloo took a tiny bite from Pinkamena’s mane that The Mayor realized she’d been turned into a giant pink gummy-pony.

<>

Photo Finish wouldn’t let The Mayor get close to Fluttershy.

Wearing only her sunglasses, her pointy breasts defying gravity from the front of her faded-blue body, Finish waved her off with cum-covered fingers, then stuck them back to the flash button on her camera.  On the other end of the lens, sitting on the lap of a wild-eyed grizzly bear, the transformed yellow pegasus was panting deeply, her head hung low, apparently deep in concentration.  Her yellow legs were splayed apart, her weeping cunt just inches from the tip of the bear’s angry red cock.

“Now vee make - zee porno!”

Transfixed, The Mare watched as Fluttershy extended her massive wings and, in one flap, lifted herself onto the tip of the bear’s cock.  She was the model Finish always knew she was.

“What in Equestria—” started The Mayor.

In a hail of flashes from Finish’s clicking camera, the yellow pegasus eased down all eight inches of the bear’s protuberance, guiding it inside of her with her hands until her soaking lips sucked around the base of his shaft.  The two creatures moaned in unison and began thrusting, the bear growling from between his sealed fangs.  The more Fluttershy flapped her wings to keep hopping, the more the bear leaned forward until he stamped his forelegs into the soft ground, causing Finish to calmly take one step back.  The photographer continued her work uninterrupted, turning the camera from side to side as she watched the bear take her from behind.

Under the shadow of the bear’s stomach, The Mare saw Fluttershy’s eyes open and flash bright red, illuminating a trail of spit that leaked from the edge of her mouth.  She could swear the meek pegasus’ fur was changing color, turning the same dark brown as the bear, and she immediately ran for her life.  Finish, however, was elated.

“Wunderbar!” she cheered, leaning between the bear’s forelegs for a better shot.

As she scrambled away, The Mayor tripped over a blushing Dr. Whooves, who was getting a vigorous hand-job from a wide-eyed Derpy, whose crossed eyes watched the tip of his throbbing brown member with the anticipation of a child with a jack-in-the-box.  The contact sent The Doctor over the edge, and he came violently, narrowly missing The Mayor’s flank before splattering hot seed all over the Mail Mare’s face.

Photo Finish turned just in time to catch the money shot.  Derpy smiled.  The Mayor blushed, sensing her flank had made its way into the picture.

<>

“Twilight?” gasped a full-figured Applejack, “No, I ain’t seen her.”

The Mare wanted to ask a follow-up question, but he coughed at how foul the freckled pony’s breath smelled.  Just like that, Applejack returned to licking the inside of her brother’s asshole.  Big Macintosh was still making it hard for her to do this.  He was on all fours in front of her, thrusting his powerful hips forward, shoving his long black cock into his big red hand such that his powerful flanks clamped around her sister’s face.  Beneath him, Colgate scrunched her tiny blue breasts together, grinning brightly up at him.  She still reeked of mint, but also of sweaty desperation, and he couldn’t stop staring into those deep sapphire eyes of hers.

“Make me dirty,” cooed Colgate, her teeth twinkling in the late-afternoon sun, “squeeze your toothpaste all over me, Big Mac!”

Applejack took exception to that.  Determined to get his attention, she dipped her head down and sucked her brother’s left nut into her mouth.  She rolled to her side and lifted her tail, letting The Mare see her shove two fingers even deeper into her freckled snatch.  In that position, The Mayor could see Applejack’s body begin to grow even more.  Her breasts retreated into a broadening chest and her muscles became more defined.  She sat up and grunted, and soon her thrusting fingers wrapped around an expanding shaft.

By the time she got to her feet, Applejack had turned into a bipedal stallion of her own.  She pulled her head from her brother’s balls and took stock of her own.  She was a virtual clone of her brother - her scattered mane and cum-caked cutie mark were all that remained of her former self.

“Well, I’ll be,” she said, her voice noticeably deeper.

The Mayor could watch no longer.  She turned away, but in her periphery saw Applejack shove her new cock in her brother’s ass.  A few steps later, loud groan shivered The Mare’s eardrums as Big Mac suddenly came, his thick cock exploding all over Colgate’s beaming face.

<>

It was no use.  The Mayor had to find Twilight on her own.  By the time she crossed over a cobblestone bridge and out of the town square, she looked back and was relieved to find she had eluded a wild-eyed Donut Joe.  Thankfully, the lumbering Joe took a detour and chose to jump in the river to join Flitter and Cloudchaser, who were tongue-kissing each other as they stood pressed together, hands roaming each other’s bodies.  Out of view, Joe took both light-blue sisters in his big arms, letting the sisters take bites out of the pink donut that was wrapped around his stiff black-and-gold cock.  A few bites later, their tongues were slithering up and down his shaft, his sugary-sweet pre dribbling from the flared tip.

No sooner had The Mayor reached safety when Soarin and Spitfire landed right in front of her.  The Mayor shrieked, fearful of what she might witness next.

“Mayor Mare,” said Spitfire.  “Hey, what’s wrong?”

The Mayor breathed a sigh of relief, seeing that both ponies were still in their normal four legged-forms.  She glanced at Soarin and adjusted her glasses, then ignored a passing thought.

“Oh, thank goodness,” muttered The Mayor.  “You’re normal.”

“Yeah,” squeaked Soarin.  “Nothing strange about us.”

“Um, okay?  Hey, have you seen Rainbow Dash?” asked Spitfire.

All of a sudden, Soarin’s suit sprouted wings of its own and began to rise.  The front of the suit stretched, then pulled free from his face.  The face re-formed and filled-out, its eyes blinking open as a rainbow-colored mane sprouted from the top of its head.  Just like that, the entire front half of the suit turned into Rainbow Dash, who pointed a gooey hoof at her chest.

“Right here!” said Dash.

Dash dove and wrapped her hooves around Spitfire’s throat.  She closed her eyes and kissed Spitfire’s cheek as her face melted and slipped over hers, causing her mane to disappear once more.  Spitfire struggled, pulling taut the stretch of blue that now linked her to Soarin, and Dash’s body uncoiled from Soarin’s body like a hose.  The blue streak then whipped about Spitfire’s yellow chest, dripping down as it coalesced and cinched-down on her body.  Spitfire grit her teeth and grunted, then blinked open her eyes through the same blue eye-holes.  She flapped her wings and looked over herself, seeing the same rainbow pattern on the front of her.

“Am I wearing Rainbow Dash?” asked Spitfire.  The suit gave her a wedgie, then giggled into her ear.  She moaned, then felt a gathering dampness at the spot.

The Mayor ran away once more, and at the behest of his erection, Soarin began to transform.

<>

At last, The Mayor reached the library, its shape silhouetted by the setting sun.  At first glance, dozens of construction ponies seemed hard at work putting it back together.  But as she moved closer, she heard neither the hammering of nails, nor the sawing of wood.  Instead, the workers were working on each other.  The hard muscles of their changed bodies had torn through their flimsy orange vests, and now naked, their scruffy, sweaty forms dangled from the broken branches like overripe fruit.

Flushed from all the running, The Mayor uncovered her mouth and sat down on the grass, panting as she watched the perverse display reach its climax.  Many of the workers were climbing over each other, thrusting their long, sticky cocks in each other’s asses.  Others were gripping their members with hungry, calloused hands, while still others were licking and kissing them.  All of them moaned low and deep, and as white cream spat from cock after cock, the spectacle of their sex quickly overcame The Mayor’s failing resolve.

The faster they moved, the faster the middle-aged pony felt her heart beat, and with muted pops, her body started stretched into a goddess for the first time.  She didn’t watch her change, but felt it all the same, discovering her nipples, her thighs, and finally her marehood.  She let the feelings  become one with what she was witnessing.  At last, she discovered the secret behind all she had witnessed.  At last, she felt pleasure, and the anticipation of her first orgasm.

And at last, every pony in Ponyville had discovered their gods and goddesses within.

<<Your New Student,

Twilight Sparkle>>

Twilight could wait no longer.  She leapt on top of Rarity and kissed her as hard as she could, sucking her tongue into her mouth and nibbling her lips.  Scroll, ink, and quill fell from her magic and onto the floor, and as the black liquid crept through the floorboards, Rarity pushed herself up and wrapped her arms around her friend’s back.

The two ponies began tugging at each other’s ponties, their bodies still humming to the din of the pleasure horns buried deep inside them.  Each lifted their legs to let the tiny pieces of fabric rip free, and when their legs scissored together, their cunts mashed into one another in one soaking kiss.  The two moaned as the bottom ends of their pleasure horns bumped together, intensifying their combined vibrations.

The two bounced off each other on contact, shoving their loins even harder together, but just as quickly began to claw toward each other once more.  Feeling the cushions soak under a fresh coat of hot juice, the two reached out and grabbed the other’s horn.  Both felt a strain in their neck as they adjusted themselves, then a buzzing pleasure as their shapes were caressed.  As a muted purple aura embraced them both, they sat up and, just as suddenly, began to levitate a foot above the couch.

Panting and moaning louder and louder in their cocoon of light, the pleasure horns fell from their trembling pussies, and now their world now vibrated once more.  The light grew brighter as the two felt their fur stand on end, both of them knowing that they were one orgasm away from becoming one once more.  The two kissed and hugged each other tightly, their eyes pinched shut as their bodies began to tremble toward their quivering climax.

When it happened, the two cried into each other’s ears, hearing their voices blend into one.  The flash spiked, then disappeared, and Sparkling Gem thumped back onto the damp couch.  Gasping in the afterglow, the pale violet pony slowly shuddered back into her four-legged form, then rolled onto her hooves on the sticky floor.  Twilight regained their balance while Rarity admired their body in the mirror.  Only then did they notice the moans coming from outside.

“It sounds like we’re missing quite the party,” said Rarity’s voice.  Twilight’s giggle followed.

“Let’s go!” said Twilight.

* * *

Princess Luna was on all fours now, sobbing uncontrollably.  One by one over the last few minutes, the remaining Elements of Debauchery crumbled into piles of dust, and now a rainbow-hued litter-box filled the chest at the other end of her room.  She sniffled over the pile, feeling over it with her hooves in hopes that any one of the Elements were still intact.  There was nothing.

Then, out of the chaos, one name came to mind.

Zecora.

Luna jumped on the idea instantly.  She knew it was a long shot, but at this point, it was the only chance she had.  Using her magic, she gathered up as much of the dust she could, then funneled it into a dark velvet sack tied together with a length of golden rope.  She gripped the sack tightly in her teeth and pulled open the curtains just in time to see the setting sun.

As darkness gathered outside, she fanned out her wings and leapt out the window, then glided straight toward the Everfree Forest.

Chapter 11: Fascination

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Chapter 12: Unification

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Chapter 13: Resolution

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AUTHOR'S NOTE

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