Luna was rather unused to a mare's touch, but she found that she liked it for different reasons than she had enjoyed sex with stallions all those years ago. For one, Mares were softer and more inviting. While Stallions and Mares had similar levels of strength, Stallions only stronger on average due to the nature of their work, they also had a certain coarseness to them that couldn't exactly be described. Luna found that cuddling up with a mare like this, their lips locked in passionate embrace, was much sweeter and silkier.

Luna could feel her nipples, now hard, as they pushed into the soft tit-flesh above her. Rarity seemed to derive some pleasure even from this, since she was grinding up and down her dusky body, caressing every inch with her luscious curves. Luna could feel wetness as she squirmed, her thighs rubbing together; there was no doubt that she was attracted. Since sex was one of her domains, it only made sense that she would embrace it in all of its forms.

With that thought, Luna was motivated to begin reciprocating, and thrust her tongue inside Rarity's invading muzzle, who's tongue was already wrestling around inside Luna's mouth, relishing in the taste of her saliva.

Rarity caught one of the dusky mare's hands in an iron grip, and, having caught her off guard, managed to position Luna's hand over her sopping marehood.

"So much for soft and gentle." Luna thought with a smile, or at least as much of a smile as she could manage with her lips being sucked on by a ravenous, sexy mare.

She wasn't familiar with the specifics of making love to another mare, but she got the message. Luna stretched her fingers out and began to stroke them against Rarity's outer lips. They began to slide as they built up lubrication. Rarity finally disengaged the breath-stealing kiss in order to coo with delight, then just as suddenly wrenched Luna's hand even closer. The message was clear.

She wanted more.

Luna pushed two of her fingers in, making a *squelch* as they were drawn in up to the hilt, Luna's knuckles rubbing against the white mare's outer lips. Rarity moaned her approval and began moving her hips up and down, practically riding the fingers buried inside her, until Luna got the idea and began to pump her fingers in and out, causing yet more wet sliding noises from her marehood. This turn of events also elicited even louder groans to emit from Rarity's muzzle, but they were silenced with a resumption of the passionate kiss from earlier, started by Luna this time. Now, Rarity simply "Mmmmm"ed into Luna's muzzle, the vibrating lips tingling against her own.

Luna sighed with relief as Rarity finally released the vice-like grip on her wrist, leaving a dull throbbing behind. Not painful, just mildly uncomfortable. Next, she gasped with mixed surprise and delight as Rarity began to return the service being given to her below. She fiercely and quickly thrust three fingers straight into her soaking slit, and in surprise Luna clenched her walls around the invading digits. Of course, this only served to increase the stimulus, so she gasped louder and faltered a little in her fingering of Rarity, but quickly picked her pace right back up, not wanting to disappoint her first lover in over one thousand years.

The oversexed white mare and the Princess of the Night were too busy gyrating against one-another and pumping fingers in and out of each other's dripping sexes to notice the spectacle taking place nearby.

Twilight Sparkle rose from the floor, the magic of her Element of Harmony suffusing her body with incredible volumes of magical energy. The four remaining friends had stopped watching the passionate love-making taking place on the floor before them to instead witness Twilight's inevitable transformation. Her eyes flushed white as she moaned out with pleasure, the Element upon her head pumping delightful heat through her veins, centering on her now-dripping core. She quivered as she felt her vaginal lips pulse in time with the energy that flowed through her.

Suddenly, the flow of energy picked up and her clothing simply couldn't take the massive influx of power any longer. Twilight had been hoping for this. She knew from watching Rarity's transformation that any clothing she wore would be destroyed, but she had enjoyed it yesterday when Applejack had torn her clothes off on the train, knowing fully well that they had to walk out in public soon afterwards. There was just something about knowing she didn't have anything to cover her body that was so impossibly sexy. The sounds of rips and tears could be heard throughout the study, and even Luna and Rarity stopped in their exertions for a moment to gaze as Twilight Sparkle's body was bared before them.

Like Rarity before her, Twilight's hands instantly flew to her dripping snatch as soon as it was exposed, giving in to the call of the heat. She had to have her orgasm quick and hard this time, wanting to experience the changes for herself, so she used one hand to pull her outer lips open wide and used the other to tweak her exposed clit.

"Aaaaauuughh!" She groaned as she came harder than expected, simply touching her clit having brought her vaginal muscles towards spasmodic glee with ease. She came in a mess all over the floor beneath her, forming yet another puddle of mare cum in the study.

As she came, her audience witnessed her body suddenly changing. Her breasts were the most noticeable, swelling outward until they had grown from ample D's into something more in the range of Luna's bust, slightly larger than Rarity was before her transformation. Her sexy ass ballooned out a few inches, and her hips widened a little. Her mane and tail flowed longer than before, and she had gained some height, which helped proportion her new changes.

She was dropped to the ground as the flow of magic finally wore off, but managed to maintain her footing.

Her mind was a flurry of erotic imagery. Pictures of tight white flanks, large dusky breasts, sensuous pink lips, toned orange abdomens, long cyan legs, and flowing pink manes assaulted her psyche, driving her lust into uncontrollable territory.

Twilight sprang into action, crawling down onto all fours and approaching the already occupied couple from the direction of their entwined legs. Rarity noticed her approach and winked at her, then extracted her fingers from the slit they were servicing and began to move up Luna's body. Luna had to take her fingers out of Rarity as well as she moved quickly upwards, dripping warm fluids across Luna's already heated body.

She was about to protest about Rarity's halting of their love-making, having enjoyed what she had experienced so far of sex with another mare, but all that came out of her mouth was a groan of pleasure as she felt a rough, wet projection begin to probe inside her marehood. She looked down to find that Twilight had crawled up to the junction of her thighs and thrust her tongue inside, catching her unawares.

She arched her back as she was overcome with pleasure, giving a loud "AAaaaaahhh" in response to Twilight's ministrations. It was way better than fingers, her own or otherwise. In fact, it might have been better than a nice, thick stallion-hood. While it lacked the total fulfillment of being bucked hard by a stallion with a huge cock, she found that Twilight's tongue hit more of her most sensitive spots, and with much greater frequency.

She supposed they both had their merits, but more thought on the subject was put on pause as Twilight flicked at the little nub that was like a direct link to the pleasure center of her brain. She had often only been able to find it on her own during particularly heated masturbation sessions, and stallions had never once came into contact with it, but Twilight had found it within a few minutes of lapping at her marehood.

Clearly, a mare knew best how to please another.

She came in a sticky mess all over Twilight's grinning face, who was elated at finally getting the chance to experience this new method of pleasuring with the tongue, even if she wasn't on the receiving end.

Luna shuddered as she experienced her first climax at the hands, or rather, the muzzle, of another mare. Her lubricating fluids splashed all over her thighs and, she was sure, Twilight's face, who continued to lap at her diligently, helping her ride out out the orgasm for as long as possible, and pulling double-duty by cleaning her as well.

Inexplicably, Luna felt a drop of moisture land on her cheek from above. She turned her gaze upwards from Twilight's head to the gorgeous white mare-flank hovering inches from her face. The drop had come from Rarity's quivering marehood, the heat emanating from it palpable on her flushed cheeks.

Luna inhaled Rarity's scent inadvertently, getting a huge dosage of feminine pheromones straight from the source that served to re-awaken her lusts instantly. Suddenly, the low-burning fire that Twilight was still tending to between Luna's thighs raged once more into an inferno of lust, the sensations of her tongue probing the deeper folds eliciting loud moans from her muzzle.

It was in this situation, her mouth wide as she let forth one of many pleasured groans, that Rarity decided to stop waiting and made her move, lowering her marehood the few inches required for it to make contact with Luna's gaping muzzle.

"MMMmmmmph!" was the only sound Luna could make in protest as her muzzle was suddenly coated in wetness and warmth. Even the vibrations brought on by the noise seemed to be pleasing Rarity, but before long she was grinding her hips, eager to extract as much pleasure as possible by rubbing her sopping lower lips against the Lunar Princess's upper ones.

Well, a vagina is similar to a pair of lips... so giving pleasure to it should be akin to a kiss, correct? and with that thought, Luna finally stuck her tongue inside Rarity. She did her best to mimic the absolutely incredible sensations she was receiving from Twilight's tongue-action below, but that same tongue-action was also making it rather difficult to maintain her focus.

Rarity, on the other hand, felt simply divine. She found that her new body could support itself hunched down like this with ease, and was making good use of it by keeping herself in an optimal position for being licked. Her body seemed to be much more sensitive now, and she could feel every one of Luna's eager kisses and licks against her swollen marehood.

"She must be pretending it's a kiss, just like I did the first time." Rarity thought to herself with a light chuckle. She leaned back, resting her hands on the floor to the sides of Luna's hips, in order to provide her better access to the more sensitive nerve bundles nearer to her clit. This proved to be a smart decision, as it was now far easier for Luna to please Rarity with her sloppy yet passionate method.

The other four ponies present in the room gazed with equal parts awe and lust. They looked to their glowing Elements on the floor, next to each other, then back to the spectacle before them, and then finally back to the Elements. Subconsciously, it seemed, they had all agreed upon the same course of action.

They wasted no time in shucking their clothing right off, having seen what the transformation did to Rarity and Twilight's outfits, then set about gathering up their specific Elements and putting them on without a moment's hesitation. Simultaneously, they were risen into the air by powerful magical forces being imposed upon them. For each of them, the experience was similar.

Fluttershy and Rainbow Dash's wings instantly flared outward, signifying that the lust beginning to pump into them was causing them to lose standard motor control. They let drool escape their lips as the liquid pleasure was magically injected into their bodies, the excess energies from the Elements of Harmony being reflected upon themselves many times more than what they had before. They broke out into a chorus of moans as the magic took greater hold and picked up the pace, surging into their bodies at an increasingly fast rate.

To say they loved it was an understatement. The magic from the Elements was pure bliss in magical form. They reached for their snatches, long ago having been drenched in the fluids of their arousal, and felt minute changes taking place across their bodies. This spurred them on; made them even more eager to experience the same thing Rarity and Twilight Sparkle had that transformed them into ravenous sexual goddesses.

Pinkie Pie was the one to cum first, and so she was the first to transform. Hers was similar to Twilight's, which made sense since their body types were very similar already. Her D cups surged with growth, becoming as large as Luna's.

Rainbow Dash followed suit soon afterward, having a particularly loud and messy orgasm. She had the least-well pronounced curves of the group, but that didn't minimize her beauty. She was lean and fit, with an athlete's body that anypony would find fawn over and stare at, especially when it was in motion. Her back arched as the pleasurable waves of orgasm washed over her, and her breasts began to swell a few cup sizes, eventually getting up to Rarity's original size.

Applejack was next, and her transformation was as impressive as Rarity's. Her already pronounced curves surged outwards a bit more, her huge breasts growing until they matched Rarity's new size. Her muscles became a little more evident as well. This had happened to all of them, but was especially noticeable with Applejack, since she already had a good amount of muscle mass.

Finally, Fluttershy came quietly, but it was loud for her standards. The others had all recovered, and so were watching the final transformation take place. Fluttershy's large breasts grew outwards, and her other curves did as well. she was undeniably the curviest of the six, with the most proportionate breasts and hips, and that was only accentuated as those traits swelled sensuously.

They all stood closely together, the sexual tension between them strong as they panted and blushed with nearly uncontrollable arousal. Somewhere in the backs of their minds, however, they remembered Luna's order to not have sex with each other, so they decided to go for the next best thing. They swarmed down upon Luna.

Luna herself was surprised when she felt the already thick heat surrounding her grow denser with the musk of feminine pheromones, then felt extra pairs of hands caressing her body lovingly. She couldn't see past Rarity's posterior, it taking up her entire range of vision, but she felt as two different hands began to massage her breasts and tweak her nipples, while the others were busy stroking up and down her legs. She couldn't deny that she loved the attention they lavished on her body, excited for what they might have in store for her. She felt two of the mares take her hands, one for each, and pull her arms out to the sides. Next, she felt warmth as they placed her hands near their sexes. Imitating her actions from earlier with Rarity, she plunged her fingers into their marehoods, adding to the chorus of moans that filled the study.

Next, Luna felt the mares that were caressing the lower half of her body stop for a moment, then they straddled her legs, clenching with powerful thigh muscles and grinding their dripping slits against her body, smearing their juices all over her coat.

Luna loved the way it felt to have cum on so much of her body, at least in the heat of the moment.

If anypony else had been there to see it, they would've been in for quite the sight. The Princess of the Night was laying upon her backside, dutifully servicing five mares with lips, hands, and legs alike, while being serviced herself by another mare's tongue. They were all almost impossibly beautiful, and radiated powerful magical energies along with copious amounts of pheromones that were sure to make anypony who walked in feel hot and bothered.

The moans only became louder as the group continued their ministrations. Twilight, however, didn't have anypony to give her pleasure, which Luna took notice of even through her lusty haze. Since she was already servicing the rest of the mane six, she quickly thought of a way to please Twilight from her current position, and then had an epiphany.

"I've done this with my magic before, just usually on myself. It can not be much different performing the spell with another mare, can it?" Luna even thought in slightly archaic dialogue. The spell she had thought of was one that worked telekinetic magic into a tangible shape. She made it with ease and formed it into a long, thick shaft, then set about maneuvering it towards the lavender mare's unattended nether region.

She rubbed the shaft around until she found the spot that made Twilight moan the loudest, and thrust up into Twilight with all her might, instantly forcing Twilight to stop for a moment as she used her lips for crying out "Oh Luna, Yes!" Instead of eating her out. Diligently, Twilight set right back to work pleasuring the Lunar Princess's slick folds.

They could all feel the pressure building within their stomachs, heat spreading the whole way to their fingertips as the pleasure began to peak. They were coated in sweat due to their exertions.

They cried out in unison and came together, as they often did, and Luna was on the receiving end for all of it. Her entire body was drenched in orgasmic fluids from one mare or another. The absolute debauchery of the event was her element, she felt right at home like this.

Luna was satisfied, her chest heaving, and was ready to calm down after the intense sex, where she had to work her entire body to please everypony. She felt the mane six extract themselves from their positions.

Only for her to be surprised as they merely switched around, taking new positions around Luna. She felt the nerves of her marehood being stimulated once more by another skillful tongue, and it was definitely pleasurable. She didn't know who was where at this point, but she could see that the pony who had mounted her face was Cyan in color, so it must have been Rainbow Dash. Luna got a good, long whiff of the powerful pheromones that Dash exuded from her still-dripping marehood, and that was all it took to completely re-fire her lusts, getting her back into the spirit of love-making that had absolutely pervaded the room. She heard squelching noises as her fingers penetrated a new pair of slits and hot, sweaty bodies slid across her legs, grinding against her for more stimulus.

It was going to be a long night.

Author's Note

Eh, didn't feel good about this chapter, but I published it anyways. I just don't feel like it stands up to the rest of the story quality-wise, but I'll let you be the judge.

If you're not into this sort of thing (expansion), don't worry. Unlike Alicorn Twilight, these changes are far from permanent.