Who Says Cats Can't Be Pegasus's Best Friends?

A loud groaning could be heard as Dash rested her body against the rail of the basement's staircase. A deep sigh was released.
She felt so...

"THIS IS BORING!"

She shouted at the top of her lungs, sulking her head down as she let her arms and legs swing as her stomach rested completely on the railing now. She could hear Twilight sighing with annoyance, while the rest of their friends were not happy how she was acting. Dash remembered Twilight inviting all of them here because she made an invention for Rarity, something about making the user hear the thoughts of a cat. Dash didn't catch all the details as you can see.

"Oh, I'm sorry Rainbow Dash, am I boring you?" Twilight give a death glare, while she had her hands placed on her sides. Dash just stuck her tongue out at her.

Seeing how Dash was acting like a child, Twilight sighed harder. She returned to her explaining to the rest of the girls.

"Anyway, back to my new invention. This here is called, the Mind Reading Ray!" she pointed to the very large ray gun machine. The machine was connected to Rarity's cat, Opalescence, by a small wire.

The other girls seemed amazed by this. Well, except for Applejack. She had a worried expression as she looked around the room.

"Are ya sure this thing is safe? I mean, it is kinda big and..."

Twilight showed her friend a safely check list. "Applejack, relax! I triple check on all the safety precautions!" she said, proudly.

"Yeah, that's what ya told me when ya used your last invention, and it blew up," Applejack reminded.

Twilight's proud face became an annoyed one. "Ah, you're never gonna let that one go, are you?"

"Nope."

"Well, can't argue with that," Twilight gave her a weak smile.

Dash didn't pay attention to what was going on, instead she was staring at the floor. She heard talking and egghead words, but she didn't care. Her eyes then drifted toward a weird bottle not too far from her. She stood up straight and hop over the railing. She picked up the bottle and notice the liquid inside. It was some kind of white water looking liquid. She removed the cork and a sweet sporty smell could be smelled.

"Hmm, wonder what's this stuff?" Dash wondered, smelling it some more. "Smells like a sports drink? I wonder if Twi was trying to make a new sports drink or something?" she turned back to her friends, seeing Twilight was boring them about the machine. "Welp, if she was, then it's only right a true athlete gives it a try!"

With that, she tilted the bottle up and drank the liquid in one shot. She licked her lips.

"Not bad! Taste like white cherry! I should ask Twi to make me more."

She placed the bottle on a nearby table. Her mind started to get a little fuzzy.

"Oh no, did that stuff make me sick? Maybe I should ask for some medicine."

She walked up to Twilight, who was still explaining her machine to the others.

"Uh, Twi, I think-"

"Not now, Dash. I'm about to start the machine." Twilight turned to Rarity. "Okay Rarity, just stand there on the platform. I'll turn on the switch, and you'll feel a weird sensation for a few seconds. Just relax, and don't freak out, okay?"

"Understood, darling."

Rarity stood on the platform, clapping her hands with joy. She always wanted to know what her sweet little kitty was thinking about, and now she was about to find out. Twilight walked over to the machine and turned it on. The machine came alive and started making noises. A bright light appeared around Rarity. All the girls looked at them in awe, even Dash... before feeling more sick. As Twilight was turning the rest of the machine on, Rarity felt a bump from behind.

"Huh?"

She turned around to see Fluttershy at her side.

"Fluttershy? Sweetie, why are you standing there?"

"Oh, uh, um, I also want to see what Opal is thinking about," she whispered, shyly.

"Well, alright, but be-"

She couldn't finish as she felt another bump from behind again. She turned and could see Pinkie standing there, eating a bag of cookie.

"Pinkie?"

"I want to ask Opal when is her birthday! I never did a pet's birthday party before!"

Before Rarity could say anything, AJ joined them.

"AJ!? Now, what's your reason to be on here!?"

AJ shrugged. "I wanna know what my dog is thinking."

"Darling, this isn't a dog reading machine, it's a cat reading machine!"

Soon, AJ and her started to have a fight which cause Twilight to take notice of all of her friends on the platform.

"Girls!?"

She hurried over to them, telling them this wasn't safe as the machine was made for one person to use. As she was telling them this, Dash became more sick as her crotch started to feel wet and hot. She was breathing heavily as the girls argued.

"Girls, come on! We can't do this!"

"Yes, we can!"

"No, we can't!"

"Can!"

"Can't!"

"Can!"

Soon, Dash lost her hearing as the whole world went spinning. She fell forward on the control panel of the machine, her body landing and pushing a lever to the maximum power. The machine started to hum louder and louder, as the platform began to glow brighter. Suddenly, there was a bright flash of light and then a loud explosion...

Dash was out cold as she laid on the ground. Soon, she started to feel something wet licking her cheek. Whatever it was, it was making her giggle as the licking tickled her.

"Hehehe, stop it, hahaha," Dash said, giggling.

She opened her eyes and was surprised to see Twilight on top of her, but what made it more weird was the cat ears that replaced her pony ears.

"Twi!?"

Dash quickly sat up and noticed her egghead friend was naked, showing how her body changed too. Her pony fur was now much longer, her hands and feet weren't hands or feet anymore but looking like cat paw gloves. She could see the cute bean paws, the soft paw pads and the sharp claw sticking out of the fingertips. She looked at her rear, seeing Twilight's pony tail gone and replaced with a cat tail.

"What!?"

She looked around and could see the rest of her friends like this as well, but they were just lying around like lazy cats.

"Girls, what happened to you guys?"

They ignored her and just laid there. Twilight however, wanted attention as she rubbed her body against her.

"Meow, meow, meow, meow!" she cried, rubbing her cheeks against Dash's side.

Dash looked at her, trying to figure out what the hell was going on. "Okay, I think the machine made all of you become cat ponies."

"Meow."

"Yeah, I'm going to ignore that," Dash said, standing up. "Okay, now, I need to think of a way to fix this. So, what can help me turn you back to normal? Um, well, let's see."

Dash tipped her body back and forth, trying to think. Not noticing the long thing hanging from her exposed lower half as the explosion destroyed her leggings. As she moved her body, the objected moved along as well. Twilight's eyes went sharp as she noticed the moving object. She lowered her body and her butt into the air. She was wagging her ass like a cat before it pounced.

"Oh, come on! Give me some idea-"

She couldn't finish as something soft hit her in her crotch.

"What the!?"

She looked down and could see It was Twilight, smacking and playing with Dash's new penis.

"Twi!? My dick isn't a cat toy. Stop it as I need... need to.... huh?" she looked back down and slowly realized she had a penis and balls now. "YO! WHAT THE FUCK!?"

As she started to freak out, her dong swung back and forth, smacking Twilight on the face and nose. The purple kitty was loving the scent of her new toy, and she wasn't going to pass the chance to play with it. She swatted Dash's cock making it twitch and leak some pre-cum. The scent was making her wet as her pussy was leaking with juices. Dash was still freaking out about the cock, but feeling it getting hard as Twilight was playing with it.

"HEY! S-ST-AH!"

Dash fell backwards as the feeling was too great. She fell on her back and Twilight crawled her way between her legs, using her front paws to keep them open. She stared at the cock like a cat staring at a mouse, ready to pounce. Dash was still confused by all this, and seeing her best friend near a penis... HER PENIS!

'This feels wrong, but...'

Seeing Twilight smacking her dick around started to make her hard.

"Come on, don't be a pervert, Dash! It's Twilight! You're best friend and a smarty-pants!"

She closed her eyes, trying to push these nasty thoughts away. Unfortunately, they didn't go away. Instead, the image of her and Twilight in a mating press position with her thrusting deep inside her friend, making meow loudly.

Twilight stopped, seeing the toy slowly getting bigger, until she saw a mushroom like thing pop out of the foreskin. Twilight was on guard as she slowly reached out and touch it. She did a few quick strikes, making Dash moan with each swat. She was so happy. This was the reaction she was waiting for. With a strong leap, Twilight landed on top of the cock, making her friend scream. She smelled it and quickly licked it.

"Tw-Tw-Tw-Twi!"

Dash couldn't speak as the tongue was licking her shaft like a kitty cleaning itself. Soon, the cat's mouth opened, and a big gulp was taken as she started to suck on the tip. Dash moaned loudly, loving the warmth and wetness inside her friend's mouth.

'It feels good. No, this is wrong! Stop, Twilight, please, don't-'

Twilight didn't stop, she kept sucking on it, liking the taste of it. The more she sucked, the more she was turned on. Dash was now in heaven as Twilight's throat was squeezing her shaft.

"T-Twi, oh god!"

Dash could feel something boiling inside her cock, wanting to release. Twilight kept sucking until the first load of cum exploded into her mouth. Twilight's eyes widen in surprise and jumped back, seeing the white liquid shooting out and landing on her. She stared at the strange fluid and sniffed it. Her cat instincts told her to lick it and she did. Her tongue came out, and she started licking her body clean.

As this was happening, the others soon smelled the sex in the room. They all sat up and noticed the toy that Twilight was playing with. They all gathered around, looking at the long and wet cock.

'Oh shit, this isn't going to end well!'

And, Dash was right as they all pounced.

"GAH!"

Dash could feel her cock being attacked from all sides. Their tongues licking, nipping, and biting her. She could see them all rubbing their bodies against her dick, trying to mark her as theirs. She could feel Twilight climbing on top of her and started rubbing her wet snatch against her face.

"Meow, meow, meow!"

Twilight was saying how horny she was, and that Dash had to fix it. The cock was getting hard again as Dash had a great view of Twilight's pussy as it rubbed against her face.

'They are acting like cats, right? So does that mean they are in...' she gulped when the thought filled her mind. 'In heat?'
She wanted to think about it more, but she felt her friend's soft paws smacking her cock even harder. It seems, they wanted to see the weird white stuff again, and they weren't going to stop till they get some. Dash closed her eyes, not believing what was about to happen next.

"Fuck, okay! I'm coming!"

The girls started to meow happily as Dash's dick was starting to twitch and shake. They all backed away, not wanting to get hit by the strange fluid. Once the first shot was fired, the rest of the girls watched in awe as it flew through the air and landing all over Rarity, making her hiss as she hated getting dirty. She quickly started to clean herself, while the rest of the girls got closer to the wet and dripping cock.

AJ placed her nose close to the cock, sniffing it. Then licking the white cum off Dash's shaft.

"WHOA!?" Dash shouted, lifting Twilight off of her face and seeing AJ licking her cock. "AJ!?"

Soon, the rest of her friends joined in with the licking, making Dash feel so good. But, they all wanted the strange fluids for themselves. They all started to hiss and fight among themselves... well, not Fluttershy who was too scared to fight anyone and hid in a box she found. Twilight was howling loudly, as she kept grinding her pussy on the ground, she was in heat badly and wanted something to fill her up.

"MEOW!"

She called out, hoping the toy would help her out. Her cries were heard and the girls all stopped fighting and looked at her. They knew what was happening and nodded to one another. AJ, Rarity and Pinkie went toward the panting and crying Twilight and started licking her wet cunt. Twilight cried with happiness, her eyes rolled back, and her tongue hanging out of her mouth.

"Holy shit..."

Dash was seeing her friends eat out Twilight's pussy, making the poor girl cry out even more. They were using their tongues and paws to tease her clit, and rubbing their noses inside her folds. Twilight was going crazy. Dash was just watching in awe.

'Damn, this is so wrong, but hot.'

"MEOW!"

A cry was heard, and Dash could see Fluttershy was crying in the box still, shaking with fear. Seeing her childhood friend like this, knowing she will act like the others, made Dash smiled with a perverted look.

"Don't cry Shy! Here."

Dash sat up and held her cock in her hands, wiggling it back and forth. Fluttershy stopped her crying and saw the toy in Dash's hand. She crawled out of the box and slowly approached it. She sniffed the tip and gave a few licks. Dash smiled at her.

"Yeah, that's a good girl. Play with the cat toy like the rest of the girls did."

Fluttershy didn't understand, but she wanted to make her friend happy and did what she was told. Her tongue came out and started licking the mushroom like tip. Dash moaned as she could feel her friend's tongue playing with her dick. She could also hear the sloppy sounds the others were making. Dash's cock was so hard, it was dripping even more pre-cum. She couldn't help herself as she held Fluttershy's head and shoved it deep into her crotch, forcing her to take the cock into her throat.

"Yeah, just like that," Dash moaned.

Fluttershy's eyes rolled back, she was crying, and her face was red. Her body was heating up, and she started to get wet. Her paws wrapped around Dash's dick and started pumping it. Dash was so pleased.

Dash petted Fluttershy's head, but she soon heard moaning coming from the others. She could see her four friends on top of each other and scissoring each other, rubbing their pussies together.

"Whoa..." Dash whispered, stunned to see her friends doing such a thing.

The sound and sight of her friends playing with one another started to turn her on. The more they rubbed against each other, the harder and hornier they were becoming. Soon, the smell of the sex was hitting their nostrils. They were panting heavily, their pussies dripping, and their tongues hanging out. Their tails were waving back and forth, showing their excitement. Dash started to feel like them as well, that she couldn't handle it anymore and pulled out her dick out of Fluttershy's mouth. With no time wasted, Dash forced Shy around and could see the dripping and wet pussy before her.

"Fluttershy, we have been childhood friends for years, and I won't lie. You have a nice ass and an even nicer body," she said, rubbing her cock against her ass.

"MEOW!" Fluttershy cried out, wanting to feel it deep inside her.

Dash didn't make her wait. She took a deep breath and started thrusting her cock into her friend's wet snatch.

"HOLY SHIT, YOU'RE SO TIGHT!" Dash screamed, not believing her friend was so tight.

Fluttershy's tongue was hanging out, and her eyes rolled back. It was like an electric shock was running through her body, and the pain was soon replaced with pleasure. The feeling of the dick moving inside her made her lose control, and she started humping against it.

Dash was loving the movement and couldn't hold herself back. She joined in and started to thrust. The whole basement was filled with nothing but sounds of sex, and Dash was loving it.

'Fuck, this is so wrong, but feels so damn good! I can't stop. I want more. I want them all!'

Her eyes then drifted toward her other friends, seeing them humping each other. A wicked thought appeared in her mind.

'Maybe, I can try the others as well.'

Her thrusting became harder and faster, her balls were slamming against Fluttershy's clit, and the poor kitty couldn't take it. Her orgasm was soon released, and her cum leaked out, squirting all over the ground. Dash was impressed by this.

'Okay, maybe I can teach them to be my pets! I can make them do what I want! Maybe, even have a harem full of cat ponies. Yeah, that'll be awesome!'
She pulled out of Fluttershy's snatch, letting her rest and watch the others. They were still humping one another, but she could see their cunts were wet and ready for some real fun. Dash stood up and walked toward the group, and they noticed her. They all lined up for her, their instincts telling them that their male mate was ready to mate with them.

"Alright, who wants a piece of me?"

They all turned around and raised their asses up in the air. Dash could smell the wonderful scent coming from their wet and leaking pussies.

"Alright, I can take a hint."

She started walking between them, taking in their scents.

"Now, who's first?"

She moved from left to right, not sure who she wanted. But, the smell was hitting her nose, and her dick was hard and leaking cum as she didn't come yet. She didn't know what was going on, but the more she smelled, the more her dick was getting hardened. She looked at Rarity, seeing the fancy kitty wiggling her ass.

"Well, hello there."

She grabbed Rarity's waist and forced her onto her lap. Rarity could feel the cock poking at her wet folds and purred. Dash was ready and started pounding her. Rarity was in heaven as the dick was stretching her out, making her see stars. Pinkie and AJ were getting jealous and started licking and biting Rarity's large tits.

"Hey now, be good girls! There's enough of me to go around."

They didn't understand, and just continued, which was fine with Dash as she kept pounding the poor kitty. The rest of the group soon joined in, not wanting to feel left out. Fluttershy crawled toward the fucking pair and started to lick Rarity's nipples. The feeling of three kitties was too much, and her orgasm was soon released, coating Dash's cock.

"...really?"

Dash sighed, as she still haven't came yet.

"Meow, mew, meeee," Rarity moaned, feeling good, but done as she fell forward.

Dash could see this and looked annoyed. She looked over to AJ.

"Okay, I know you won't cum that easy, right? You are AJ! Built tough and having a ton of stamina."

She stood up and approached the farmer kitty, who was wagging her ass, wanting some action.

"Alright, let's do this!"

She grabbed her waist and pulled her back, forcing her cock into her. AJ wasn't fazed by the feeling, and instead started moving her ass, humping the cock.

"Okay, now, that's what I'm talking about."

Dash didn't waste time and joined in, thrusting hard and fast, wanting to get her rocks off. But, AJ was too much for her as she was starting to lose. She tried, but couldn't keep up, and AJ's pussy was squeezing her cock hard.

"Damn, you're too much!"

She didn't know how long she was able to last. Luckily, AJ's orgasm was coming close, and her pussy was getting tighter and tighter. Dash's body was starting to get warm and felt the need to release.

'Fuck, it's coming!'

She was about to release her load inside, but AJ beat her to it.

"MEWOOOOOO!!!"

"FUCKING HELLLLLLLL!!!" Dash screamed, feeling AJ's juice spraying out all over her cock and the ground.

AJ was in heaven and felt the need to sleep. Dash was panting hard with anger, as she couldn't reach her orgasm.

"I'm so fucking close, but nope. I can't get a fucking break! Fuck, what else am I going to do?"

She looked down at her dick, which was hard and leaking with cum. Then, her eyes looked over at Pinkie, who was lying on the ground on her back. She had a smile on her face as she was watching her.

"Welp. Looks like I'm going to party up you, Pinkie."

Dash picked up and lowered her on her cock. She could feel Pinkie's wet pussy sliding down on her shaft, making her moan.

"You ready, Pinkie?"

Pinkie's tongue was hanging out of her mouth as the cock was sliding up inside her. Once it hit her womb, Pinkie cried out.

"MEW!!"

...and she came over her, not even lasting a second. Dash blinked and pushed Pinkie off. She sat there all pissed off.

"Holy fuck, are all my friends one minute mares!? Like damn, no wonder I never see you girls with a stallion or anything. I mean, come on, really!?"

She was pissed and frustrated. She was ready to explode.

"What the hell am I supposed to do now!?"

Dash could hear Twilight purring behind her, soon she was circling around her. Her tail going under Dash's nose.

"Twi?" Dash smiled brightly at her. "Good old Twi, you always have a way to help me."

She picked her up and dropped her on her dick. Twilight didn't fight as she was placed on her cock.

"Yeah, this is perfect."

Dash held Twilight close, kissing her deeply. Twilight was happy as she could feel her friend's lips.

"Meow."

The feeling of Dash's cock was making her wet, and Dash was feeling her pussy leak. Soon, Dash started to thrust in her, and she was going hard.

"Yes, this is what I wanted!"

"MEOW, MEOW, MEOW, MEOW, MEOW!!"

Twilight was crying out, her body was heating up, and her pussy was being stretched by her best friend. Dash was loving the tightness and speed up. She wanted to cum before-

"MEOW!"

"..."

Twilight shot out all her juices all over Dash's already cum soaked penis, making the feeling even better.

"Goddamn it! Seriously, Twi!?"

She was so close, but she was blue balled again. What didn't help was that Twilight got off and wanted to cuddle with her.

"Oh, don't cuddle me now! You blue balled me as well!"

Twilight didn't listen as she snuggled with her.

"No, seriously, fuck off!"

Dash stood up and could see all of her friends blessing in the afterglow of their orgasm, leaving her in the cold.

"Fucking hell. This isn't fair!? What!? I have to jerk off or do I really need to fuck a real cat in order to cum!?"

When Dash said that, Opal appeared and started to rub her body against Dash's leg.

"Opal?"

"Mew."

Opal was staring at the wet cock, wondering why it was so hard and smelly.

"Oh, no, you're a cat. I'm not going to do this. Not you. Not to you."

Dash tried to push her away, but Opal was being stubborn.

"No, seriously..."

Dash and Opal glared at each other...

"AH!" Fluttershy screamed, covering herself with her hands as she returned to normal, but still naked.

Pinkie and AJ didn't care too much of being naked as they stood up, wondering what was going on. Rarity on the other hand? She fainted the moment she saw herself nude, she laid there in a cardboard box passed out. Twilight was using a clipboard to cover her shame as she was talking to Dash.

"So, you are saying we became cats!?"

"Yup." Dash replied, looking dead inside.

Twilight noticed this and asked her what was wrong. Sadly, Dash didn't answer as Opal jumped on Dash's shoulder, looking so happy as she purred loudly. Dash was glad and sad her penis and balls were gone, but...

"Never speak a word about what happened here, Opal. Never."

"Meow," she replied.

She would keep this secret... for now... until the girls noticed their pussies were soaked and the smell of sex filled the room.

"Dash?" said all four girls, turning to her.

Dash gulped, knowing she was in deep shit... but the same time, she felt excited. Deep down in Dash's hearts of hearts, she hoped Twilight will do something like this again, and she remembered how it happened when she pushed that lever up. Maybe she could fuck them as dogs? Rabbits? Oh, the thoughts were endless... and unknown to Dash, a small tent was forming over the towel she was wearing...

End