The Second Pool
“Dash, what is this surprise you're taking me to see? I barely had time to shower after practice.” Soarin's voice floated through the air as he walked, blindfolded. Rainbow led the way, aiming for a small cave entrance in the side of a hill.
“Don't worry, it'll be fun! My friend Pinkie told me all about this place.” After a minute longer, the pair reached the cave entrance. Using her wings, Rainbow pulled off the blindfold and revealed the hole in the earth. “Come on, we can just fly down.” She leapt into the hole and flew down, landing about twenty feet away from him.
Hesitantly following, Soarin' glided down as well, hooves touching down on cold stone. A path stretched out to his left, leading back up to the entrance for those without wings. Directly in front of him lay a pool of shimmering water, rippling gently. A strange thing, as there wasn’t any movement or air currents in the cavern. The water was the clearest he had ever seen and he stepped closer to get a better look. It vanished into darkness below him, no bottom in sight. Despite that, the water was glowing with a soft blue light almost the color of his coat. He glanced at his slightly distorted reflection in the water, only for it to raise a hoof and wave at him.
“Ah!” He scrambled backwards, tripping over his own hooves and breathing heavily, staring at the pool in front of him. “Dash, what was that?!”
She stifled a laugh, plopping her rear down on the cave floor as well. “It's called the Mirror Pool. If you jump into it, it'll clone you. Pinkie let it get a little out of hoof, but I think you and I can manage it just fine.”
Cocking an eyebrow, Soarin' slowly got to his hooves, watching the pool with caution. “And why would we need clones of ourselves?”
“Oh,” she said, tail flicking across the floor, “I can think of a few... sexy things we could do with more ponies than just us.”
Soarin's face lit bright red, and he ducked his head, looking around the cave for anything other than the pool or Dash. He caught a glimpse of rippling light further underground, past the stalagmites and stalactites decorating the cave. He squinted at it, his keen eyesight telling him that the color was different. Instead of having a bluish tinge, it was a very pale pink. Barely noticeable on a normal day, but in the dim lighting of the cave it was practically a beacon.
Curiosity piqued, he stood and walked over to it, ignoring the wondering look on his marefriend's face. He ducked under a stalactite and around a rather large boulder, tracing a once well-worn path. In no time at all, he came upon another pool, exactly like the first aside from color. Rainbow bumped into him from behind, sending him stumbling forward a few steps.
“Woah, Pinkie never said anything about this. What d'ya think it does?”
“Why don't you jump in and find out?” Soarin' shot back, only half being serious.
Tapping her hoof to her chin in thought for a moment, a smile creeped across her face. “Okay. But you're coming with!”
“Wha-” His voice cut off as a pair of strong hooves grabbed him around his belly, pulling him forward as Rainbow used her powerful muscles to pull them both into the pool. The sudden submersion shot water up his nose, unable to brace for impact as he was.
Once in the water, the hooves around him vanished and the world spun around him, clear water blurring. His body felt all tingly, some places burning with familiar muscle ache, and others just sensitive. The sensation swept from head to tail, causing a shiver to run through his body. He closed his eyes, waiting for the sensation to end before surfacing. However, before he could do anything, he felt his hooves on solid ground again, despite not climbing out of the pool. Cracking open an eyelid, he saw the same cavern around him, the same soft glow coming from the water in front of him. Stranger still, he was completely dry.
Fully opening both eyes, he looked around, searching for Dash. He whipped his head around, looking for her. A bit of blue hair fell down as he did so, bouncing off his nose. He went cross-eyed staring at it, confused. His hair was swept back, but even if it wasn't, it was nowhere near long enough to hit his nose. Strange. What exactly did the pool do?
“Dash!” he called, then paused. His voice sounded different, a higher than normal. “It's probably just because I'm worried about Dash,” he reasoned.
“Right behind you ya dolt.” His wasn’t the only voice to have changed. Rainbow’s was lower than it should have been, and he knew her voice almost as well as he knew his own. Something wasn't right.
Soarin' spun around and saw the familiar-but-not-familiar pony standing in front of him at a slight angle. It was Rainbow Dash, that mane was unmistakable. But gone were the soft facial features, tomboyish mane, and small frame. Instead, a stallion stood in her place. He had to crane his head slightly to meet Rainbow’s gaze, his own body much shorter now. Her frame was a bit more blocky and stocky, and her face had a well-defined jawline and less pronounced eyelashes. Her rainbow mane had been cut shorter as well. Before, it had gracefully flowed down her neck and over her face, but now it was spiky and slightly shorter, more like Soarin's instead of her past mane.
“D-Dash, you're a stallion!”
“Damn straight,” she rumbled in that voice, “You're looking pretty fine yourself.”
His heart skipped a beat, but his brain made the connection. Nervously, Soarin' turned back around and looked into the water at his own reflection. A face that wasn't quite his stared back at him. The lock of hair that had fallen earlier was merely one of several; instead of being swept up in his familiar manecut, it was longer and hung down to his shoulders. There was more of it as well, and the style gave him a much more feminine appearance.
His facial features had softened, curves now apparent instead of the squareish muzzle most stallions had. Delicate and pronounced eyelashes highlighted his emerald eyes. His nose and mouth were smaller, but he was smaller in general. Hesitantly turning to the side, he noticed that his wings had shrunk with the rest of him, but they were now fluffier. All in all, he looked like Rainbow before they went through the pool: streamlined and sleek.
His tail had grown in length too, almost touching the floor now. Nervously, he turned around so that his back was to the water. His tail lifted up, exposing what he already felt to be true. He was well and truly a mare, right down to taking away his stallionhood. Breathe Soarin’, breathe. It’ll be fine. Rainbow’s right there and you can just jump back in the pool to get it back. It’ll be fine. I’m sure that she’s going through the same thing.
Soarin' ducked his head, trying to catch a glimpse underneath Rainbow, but she simply shifted her body so that her legs blocked his sight. “Now who's the naughty mare?” she shot back, using one of their favorite phrases against him.
“Oh, um, hehe,” he weakly chuckled, newly lengthened tail flicking back and forth. “Sorry.”
“Sorry? What for? I came here wanting to do something kinky. I’m still up for it if you are.” A devilish grin appeared on Rainbow's face, one that perfectly matched what she just suggested.
“You mean-”
Rainbow nodded.
“As we are?”
Another nod.
“Umm...”
“Come on Soarin',” she begged, “You know I play both sides of the fence and you have got one awesomely hot flank. Trust me, you'll love sex as a mare. It's mind shatteringly awesome.”
He crossed his front hooves and shifted back and forth awkwardly. “I suppose I have always wondered what it'd be like for the other side, but hasn't every stallion? But how many of them actually get to try it? And Rainbow will love it at least.” “We can go at my pace?”
“Of course!”
He gave a single nod, the touch of a smile appearing on his face.
“Woohoo! This is gonna be awesome!” She flew up, a hoof punching the air. It broke the tension of the moment and Rainbow gave a sheepish smile before settling back down on all four hooves. “So how do you wanna begin?”
“Slowly?” he asked.
Rainbow circled him, nudging his flank to get him to move away from the water. He moved awkwardly, the new body and weaker muscles throwing him off a little. His tail flicking was stopped by a hoof on his rear, as Dash held the hair to one side in order to get a better view.
As she did so, the situation became even more real and Soarin' contemplated flying away from the whole thing. “Am I really going to be okay with this? Being rutted as a mare? Saying it and doing it are two different things.” He only had to think for a moment longer, the feeling of Rainbow's gaze upon his private regions making up his mind quickly. “I'll never get a second chance at this. Go time.”
“You look absolutely delectable back here,” she commented, rainbow mane brushing the top of his butt as she moved in for a closer look. The sensation of hot breath on his sensitive folds was a strange sensation, but it felt pleasant made him a little excited already. It’ll be weird, but just roll with it. Just as he was about to comment about Rainbow falling asleep, a delicate little lick ran along the outside of his nether lips, sending shivers down his spine. Another lick followed it, the tongue getting braver and braver, but never straying from the outside regions.
The sensation was unlike anything Soarin' had ever felt. Nothing even came close to those shivers of pleasure that ran down his spine, the chill from from the moisture in the cold cavern air, the hot, steamy breath from Rainbow. “Sweet Celestia, that feels amazing.”
“Getting a bit excited, aren't we? I'm just licking!” she called, the hiss of warm breath across his pussy sending an uncontrollable twitch through his body. “Unless you want me to do more.”
As much as the stallion in him hated to say it, he knew how much pleasure there was to be had and wanted to experience all of it, any hesitancy gone. “More,” Soarin' said, his voice soft, but strong.
“As you wish.”
The flicks and tickles and breaths disappeared, to be replaced by full tongue licks, smearing Rainbow's saliva from below his marehood to across his tailhole. A hiss echoed around the cave, followed by a sigh of pleasure from Soarin's mouth. He had been messy with Rainbow, and it seemed like she was now returning the favor. And now he knew why she loved it. That tongue struck what seemed like every nerve, but left him still wanting more and more. The wetness on his rear from Rainbow's spit and Soarin's natural lubrication cooled in the chill underground air, much like flying with a wet mane. It soothed the growing heat, but he still wanted more.
As the licking continued, his panting grew to more audible levels, the waves of pleasure putting a giddy smile on his face and giving him a whole new outlook on sex. Nothing as a stallion would even come close to this, it just simply wasn't possible. That slow burning in Soarin's loins, only soothed by the messy tongue igniting bundles of nerves in parts of him he had never felt. He began to press back into Dash's tongue, the pressure making it even better. His insides loosened slightly, creating a very strange sensation. Even his plothole clenched and unclenched, begging for something to fill it.
All of a sudden, the wonderful sensations stopped. He let out a whine before catching what he just did and clamping a hoof over his mouth. Rainbow circled back around to his face, bumping the hoof down with his nose. She rested his forehead on his, looking into his verdant eyes. She ran her tongue around her lips, catching some, but not all of the juices trickling down her chin. “You're more delicious as a mare than as a stallion.”
He didn't even have time to raise an eyebrow or respond, as Rainbow dropped her head and met his lips in a full kiss, forcing them open and merging his tongue with hers. Taken off guard, her tongue completely took over his, both mouths open wide and heads tilted. He tasted himself in her mouth, the juices freely mingling. It was a sweet flavor, not too different from what Rainbow tasted like. She took a step forward and Soarin' submitted, letting her push him backwards into a seated position, lips still locked in that passionate kiss.
It wasn’t enough for Rainbow. She gently stepped on his hindhooves and pushed further, forcing him down on his back so that he was laying on the stone floor. She stood over top of him before breaking the kiss and smiling triumphantly. Her shaft, fully erect, gently poked his stomach, but Rainbow cupped a hoof under his chin and pulled his head up to stop him from seeing it. “So, how do you like being a mare?”
Panting from the kiss, it took a moment for Soarin' to collect himself. “It's one of the best things ever.”
“Mhmm,” Rainbow responded, reaching back her other hoof to rub along the outside of his vagina. He gasped at the motion, jerking in both surprise and pleasure. The pressure felt even better than the licking had. It was something he’d hardly realized he needed, but now that he had a taste, he wanted more. Badly. “I bet you'd love to have my thick cock in you right now, making you squirm. But it's a little dry at the moment.”
“Rainbow's asking me to suck dick? That sounds so wrong as a stallion,” he thought, “But at the same time, it sounds so good as a mare. Which am I?” The hoof absent-mindedly rubbing his marehood suddenly dipped in and hit a spot that made his vision go white, thoughts blanking because of how amazing it felt. He tried to capture that moment and tried to make it last longer, but, like a Wonderbolt, it was gone in a flash. He made no effort to hide the whine that followed, the short experience making up his mind. “If that's what being a mare is like, I'll take it any day, no matter how much I have to suck.”
“Oh, I suppose I musta hit your clit. So, about my little problem...”
Her voice trailed off and her hoof slipped out from under Soarin's chin. His gaze traveled downward to where a slightly bigger than average stallionhood lay dripping precum onto his chest. “Dear Luna, that's bigger than anyone's on the team. Well, okay, none of theirs were big to begin with. Except Rapidfire's. Show-off. Hmm, I wonder what they'd make of this situation. I know one or two of them that would join in.”
“Well, what are you waiting on? I gave you oral, can't you return the favor? Just don't make me cum yet.”
She trotted forward enough to slap him in the face with her cock. It was a dark blue at the base, but the shaft was mottled all the way up, with light splotches making it all the more appealing. It was without a doubt a dick to be proud of. Bigger than his at least.
Recalling what his clitoris felt like and remembering how Rainbow gave a blowjob, he leaned forward and licked off the bit of precum that hadn't yet found its way onto his chest. It was mostly bland, with just a hint of a flavor he couldn’t determine. Barring the taste, it smelled oddly alluring and he licked the head again, doing his best in the position he was in.
After a few experimental flicks with his tongue, Soarin' took the head into his mouth. It certainly felt weird to have a penis in his mouth, but he pressed on regardless. He pressed his tongue to the underside and stretched his lips wide. It was a tight fit, but that made him even more turned on for some odd reason. His teeth were kept carefully out of the way; that, as he knew from experience, was the fastest way to ruin the whole thing. Craning his own head as he was, only an inch or two fit in, but that problem was soon remedied. Rainbow stepped to the side and let him get back on his hooves, the stone below him warmed from their body heat. Once he regained his footing, he ducked his head underneath her chest and took the head of her dick back in his mouth.
Five inches later, it bumped the back of his throat. The fact that he didn't gag surprised him, but he wasn't going to complain. Angling his head and throat in as straight a line as he could manage, he swallowed it nearly to the hilt. The last two inches remained out of his grasp, but he had to make do. His throat was already bulging from how far down he managed to go.
Instead of going for depth, he switched to bobbing his head up and down as best he could, half imagining his mouth as his own soaking pussy. Not that he would have long to wait. His back and rear brushed against Rainbow’s chest and belly fur as he did so. As aroused as he was, each touch was bliss, especially to his much more sensitive wings.
Now it was Rainbow's turn to pant and give little moans. The role reversal made Soarin' smile, despite the fact that he had almost half a foot of cock stuffed in his mouth. After a few minutes of burning with desire, he switched to having only an inch and a half in mouth and suckled. He treated Rainbow's firm and thick shaft as a baby bottle, milking it for all it was worth. It was the same thing that drove him crazy when done to him.
As he expected, a huge moan of pleasure echoed around the cavern at his action before a hoof on his back stopped his motions. “S-S-Soarin', t-take a breather.” He pulled back from underneath her and looked up. Rainbow was a mess, her mane plastered to her face and stallion musk in the air. The sweet, honey-esque scent from Soarin' was gone, overwhelmed by the heavy, slightly acidic scent of Rainbow's new body. It smells like the locker room in here, but now it smells fantastic. I never knew mares liked the way we smelled. No wonder they all wanted in there.”
“You like?” he replied, trying to match Dash’s seductive, teasing tone.
“A little too much. But you more than got your reward, cause I was gonna give it to ya anyways. I want this as much as you do.”
After a few seconds passed and she got her breath back, Rainbow gently kissed Soarin’ again, pushing him back slightly. Rainbow's penis hung underneath her, a little over a foot ready to be used. Soarin's vagina dripped with juices still, falling to the floor and creating a small stream that ran down into the pool of water behind them. They gazed at each other, the lust in their eyes.
“Rainbow,” Soarin' whispered, the noise still echoing through the cave. “I need you to mount me.”
“You need me to mount you? You need me to stick my hot, throbbing dick balls deep into your dripping pussy and rut your brains out? Is that what you need? Because I can certainly give that to you.” She kept the same level of voice, despite both of them getting even more aroused by the dirty talk.
As a way of response, Soarin' turned around and raised his rump to the air, tail flicked to the side and marehood twitching and winking madly.
He felt a heavy weight settle down on top of his back, the submissive position he was in making him even more antsy for the next few seconds. A warm, slightly squishy object poked his butt in its search. It paused for a moment at his tailhole, but he shied away from that. ”I don’t care how much you love anal, Dash, there’s only one place I’m getting penetrated right now.” A few more tries, but it finally rested right up against his entrance. He shivered in anticipation, the mere contact causing that heat to flare up again.
“Soarin'?” Rainbow asked, “You ready?”
“As ready as I'll ever be.”
Instead of going for the single, complete penetration thrust that he might have expected of the impatient Rainbow, it was a slow entrance, just barely spreading his labia at first. But even that sensation was completely alien. He'd never felt anything like it, because there was nothing a stallion could compare it too. His legs were pushed apart by the intruder. It was slightly painful, but he could expect nothing less. He could take pain. The copious amount of natural lubrication helped, but it still hurt. Any pain was quickly ignored however as the pleasure from the touch and penetration more than compensated. But instead of relieving the heat that had been burning him up, it only made it hotter and desire more. He felt the whole head of Rainbow's dick slip in, the slight flare making it easier for the rest to follow.
Although she was going slow, she didn't pause. More and more entered him, never seeming to stop. Just as he thought Rainbow was almost done, he felt the medial ring slip in, the little extra girth making itself very known in his overly sensitive tunnel. The ring brushed against his clit, making his legs quake and struggle to keep him up. ”Sweet Celestia, how long is it going to take? And am I deep enough?” She kept coming and coming, penetrating to depths he couldn’t feel unless they were filled with cock. He couldn't even think straight.
Finally, after what seemed like an eternity of bliss, Soarin' felt a sturdy pair of hips bump up against his. Rainbow's balls swung gently, brushing against the sensitive skin directly underneath his marehood. Finally given a break from the slow movement in, he could catch a breath and marvel at just how it felt. He had thought Rainbow was exaggerating about being able to feel every inch, but in this case it was true. Every inch from the head to the base, every tiny imperfection and thickness was tangible. And it was awesome.
Panting rather heavily after releasing a breath he hadn't known he was holding, Soarin' looked up at the stallion on top of him. She grinned back, obviously pleased with how things were going. Licking his lips, he could taste her still. “Now I know what it means when a mare says a stallion is huge.”
“Now I know what it means when a stallion says a mare is tight.”
“I'm probably tight, but you feel absolutely ginormous! It's filling me to the brim and just sitting there, deep inside of me, farther than anything else has gone. I couldn't have even imagined how this would feel. Nothing comes close. It's so warm, just sitting inside of me and stimulating everything. And it feels right. Like I'm supposed to be stuffed to the brim like this, with you on top of me. There's no way a stallion could feel like this.”
“Are you kidding me? Having a penis is like having a foot long clit. Okay, maybe a little less awesome. But you've just totally enveloped it with a warm, sticky-sweet tunnel and it's so tight! You think pressure on your vagina feels good, but this feels even better! It’s no wonder some stallions want to have sex as much as possible.”
“Mmf,” he groaned, a slight shift sending a new wave of pleasure through him. “Agree to disagree and have an amazing time of fucking?”
“Agreed. Slow or fast?” she asked, shifting her legs to get in the best position for thrusting.
“Whatever you want.”
“That's my mare.” Before he could reply, she pulled all the way out, head scraping his insides and forcing a tiny, girly moan from his throat. She left just the head in, not leaving him completely empty. Then, in a single thrust, she hilted himself again. Hips slapped with the plentiful juices around her pussy, creating a sucking sound when she pulled out again. Rainbow went for fast but powerful thrusts, hilting herself every single time. It was her favorite method of receiving normally, and now he could see why.
After the first thrust, Soarin' didn't even try to hold in the dirty sounds coming from his mouth. They just spilled out, much like the excess juices creating a puddle beneath the pair. His moans, some high pitched like a filly, and others the panting lower tones of a mare, echoed across the walls of the cave. If they weren't so isolated, they would have drawn ponies from all around with the noise.
Moaning and panting and sucking and shifting were the only noises in the chamber for minutes. It took only fifteen thrusts for Soarin' to hit his first female orgasm, and the next ones took even less. The marecum just spilled out onto the floor wasted, no more lube possible or needed to coat the slick and slippery cock thrusting in and out.
Rainbow paused for a moment, only to be interrupted by Soarin' thrusting himself back onto her shaft, continually desperate to be filled. They grinded against each other, both loving their roles and forgetting all the feelings of previous sessions. If Soarin’ had been asked yesterday if he would willingly become a mare and beg to be filled with stallion meat, he would have given a resounding no. Now, he couldn't imagine anything better.
“S-Soarin', I'm close,” Rainbow panted, sweat pouring down her body from exertion. Her dick throbbed, eager for release into her coltfriend's needy plot.
“You better, unf, cum inside me,” Soarin' panted in return, barely able to get out the sentence between thrusts. Before Rainbow was able to do any more, he experienced his fifth orgasm of the night. As a pony normally only used to one per session, the incredible amount of pleasure finally made his muscles too weak to hold his weight, and his front legs fell to the cave floor. His rear was still raised high in the air, a merciless victim of Rainbow's relentless thrusting. It was all he could do to stay conscious and enjoy the feelings.
“Here we gooooooooooooo!” Rainbow whooped, slamming her hips in one last time and burying her cock as far in as it would go. Inside of him, Soarin' felt the head spread him wider than he had thought possible as it flared, sealing it and preventing anything from spilling out.
The first spurt came, burning hot, and shot itself to the very depths of him. Rainbow was already about as far in as possible, and his nerves overloaded from too much stimulation. His back legs buckled, sending him and Rainbow to the floor. He simply lay there, content to let the ejaculating continue and shower his insides with white, sticky baby batter.
The cum came and came, never seeming to have an end. He thought for sure he was going to explode from the sheer amount pouring into him, but Rainbow pulled out her still firing shaft before that could happen. It was going almost as strong as it began, splattering her rear with semen and showering her back before finally dribbling to a stop, the last bit trickling down into his tail.
Soarin' lay dead tired on the ground, cum dripping off his body and leaking out of his wide, gaping marehood, sweat pouring from everywhere, and limbs too weak to hold him up. Rainbow flopped to the ground beside him, dick already beginning to soften. It was covered in their juices, almost entirely white.
“That. Was. Awesome,” Rainbow panted.
Soarin’ nodded, then scooted a little further down. He started to lick Dash’s cock clean, slurping down whatever he could. The jizz felt sticky and stringy on his tongue, but he swallowed it despite the alien texture. This tastes absolutely delicious. Pity we can’t go for another round. Maybe now I’ll have to join in on the locker room fun he thought, eyes wanting to slip shut and sleep.
“Good thing the pool probably won’t let you get pregnant, because there’s no way you’d escape that as a normal mare.” She chuckled at the thought. “I wonder what other fun we could have with the pools,” Rainbow mused, hoof delicately running along Soarin’s side. “What’d ya say? There’s no limit. Bet you’d love to be at the center of an orgy.”
He yawned, but once again nodded his assent. He rested his head against Rainbow’s tummy and yawned again. A hoof ruffled his mane. “Go to sleep champ, you’ve earned it.”
He snuggled up against Dash, feeling more secure in her hooves. He gave up the struggle to stay awake and his eyes slipped shut. Rainbow wasn’t far behind, resting her head against the stone floor and settling into a nap.