> Metamorphilia
>  by Anachronymph
> --------------------------------------------------------------------------

> 1 – The Setup
> --------------------------------------------------------------------------

In the coziest room in Twilight Sparkle's castle, the princess and her five friends sat in a tight circle in various states of wakefulness. Pinkie Pie was bright eyed and jittery. Twilight, with alicorn vitality and a lifetime of late-night studying on her side, looked completely fresh. Rarity had a bit of frizz to her mane, but otherwise seemed alert and engaged. Fluttershy's eyes were slightly lidded, and she let out a tiny yawn every few minutes. Applejack was blinking slowly, her eyes staying closed just a bit longer each time. Rainbow was already snoring.

“Last round, y'all,” Applejack said through a yawn. “Keep your heads up for a few more minutes now.”

Fluttershy nudged Rainbow with a wing, and the other pegasus cracked an eye open. “I'm awake,” she protested. “Leamme alone.”

Rarity sipped at her wine glass and rolled her shoulders languidly. “I believe it's your turn to start, Twilight dear.”

Twilight nodded and reached down to the crystal spinner on the floor in the middle of them—Rarity insisted that using a cider bottle was beneath her. Twilight flicked it with a hoof, then looked up at the pony it pointed at. “Pinkie. Truth or dare?”

“Dare please!”

Twilight blinked. “Um, okay. Do your next turn while standing on your hind legs.”

“Um, Twi, you already gave me that dare.”

“I have? Oh.” Twilight blinked slowly. “Sorry, Pinkie.”

She shrugged and lurched up onto her back legs. Her tongue poked out of her mouth, and she carefully took a step toward the spinner and gave it a little kick.

The needle swung around to Fluttershy.

“Mmph, truth,” she mumbled.

“Which one of your animal friends is the worst to clean up after?”

In unison, Applejack, Rainbow, and Fluttershy said, “Angel Bunny.”

“Oh, duh.” Pinkie dropped back down onto all fours. “Sorry, I think I'm running out of good questions.”

Twilight sighed. “I'm obviously already out of good dares.”

“Don't worry, girls, it's just a game. And this is the last round of the night, so of course it's harder now.” Fluttershy glanced between them, a kind smile on her face. Her eyes crossed slightly. “Oh, it's my turn now.”

Spin.

“Rainbow Dash.”

The bundle of blue horse let out a little snore. Applejack jabbed her in the ribs, and her head popped up. “Meh, huh? Oh, we're still playing.” She slowly turned to look at Fluttershy and muttered, “'uth.”

“Truth? Okay, um. Did you and Gilda ever cuddle?”

Rainbow blinked and seemed to wake up a bit. “Me and Gil? Ugh, no.” She huffed. “Dumb bird. 'Griffons don't cuddle,' she said. Ponyfeathers. Can you imagine being roommates with someone for two years and never so much as nuzzling?”

There were sympathetic nods all around. That was truly unimaginable.

Rainbow didn't bother with the spinner. “AJ? Truth or dare?”

“I'll take a truth. Getting a bit late for dares, I reckon.”

The pegasus shrugged. “Your call. I was having the weirdest dream, and I think it's the perfect question for you. If you had to smooch either Mac or Apple Bloom, which one would you pick?”

Applejack whinnied. “What? Neither! You can't just ask something like that.”

“It's truth or dare. I can ask whatever I want.”

“But they're family!” She stared Rainbow down for a bit, then finally sighed. She downed the rest of her cider in one swig. “I guess if I have to pick… Big Mac. The two of us could laugh it off after a while and forget about it, but Apple Bloom's too young. Probably get all fixated on it and end up in therapy.”

A small smile crossed Rarity's face. “And from on what I've heard from Sugar Belle, Big Mac's probably a much better kisser.”

Applejack glared. “Can we not gab about my brother's love life? It ain't any of y'all's business, and I hear more than enough about the two of them back on the farm.” Then she cracked a grin. “And since it's my turn to pick now…”

Rarity rolled her eyes. “Very well. Yes, yes, truth, go on.”

“What's the most expensive dress you've made that nopony wanted to buy?”

The unicorn's eyes narrowed into a frosty stare. “Your ignorance of the industry shines through as always. If a design doesn't sell, I alter it. I have never once lost money on a dress. With enough work, any garment can be saved. Well, other than the dresses I made for our first Gala. Those were irredeemable.” She snapped her gaze to Twilight. “Last but not least, dear.”

Twilight shrugged. “Dare, I guess. Sorry, girls. This game hasn't been very fun tonight.”

Rarity's expression softened. “Oh, darling, don't trouble yourself. Perhaps we've just played this one a bit too much. A new pastime might be in order for our future soirées.”

“Ooh, ooh!” Pinkie said suddenly. “Maybe that should be your dare!”

“Whatever do you mean, darling?”

“You should dare Twilight to pick a new game!”

“That's not much of a dare.” Rarity stretched daintily and stood up from the couch. “Perhaps I'll leave this last one up to you, Pinkie Pie, since you seem inspired.” She levitated her wine glass over to a basket by the door.

Pinkie narrowed her eyes. Twilight shifted, suddenly slightly nervous. How novel, she mused internally. She hadn't been nervous around her friends in years.

“I dare you to find a new game for us to play, but—!” Pinkie held up a hoof, deadly serious. “Whatever game you pick, you can't look at any of the rules first!”

Twilight blanched. “What if I pick a bad one?”

Pinkie shrugged. “Then I guess we try again the next week. And if noooooooopony likes the new game, I guess we could always play more truth or dare.”

Rainbow rose to her hooves, joints cracking with each movement. She yawned. “Bleh, pass. I'd almost rather play Tic-Tac-Toe than another week of T and D. There's nothing we haven't already asked or dared at this point.” She turned to Twilight and gave her a quick nuzzle. “Thanks for hosting!” And then she offered the same to Pinkie. “And thanks for catering!”

Rainbow Dash waved goodbye, then walked over to the window and took off, quickly disappearing into the darkening sky.

The others quickly followed suit, making their goodbyes and departing.

Twilight was left staring at the wall, poking at the inside of her cheek with her tongue.

It was time, she decided, to cheat. Just a little.





After quickly cleaning up the remaining dishes and giving the room a cursory vacuuming spell, Twilight checked the time. Not too late. Spike would still be up.

She found him lying on top of his bed, holding a comic book over his face, blind and deaf to the world beyond. Twilight hated disturbing creatures when they were reading, but she needed every leg up she could get in this case. She tapped a hoof against his doorframe.

He jumped and lifted his head, blinking as reality reasserted itself around him. “Oh, hi, Twilight.” He sat up. “Need my help with something?”

“Can't I just be checking in on you?”

“Oh, sorry, I didn't mean—”

Twilight waved a hoof and trotted inside. “Kidding, kidding. I do actually need your help with something.”

He smirked. “Uh huh. I'm so surprised. So what is it, another spontaneous research project?”

“Not quite. I need… um, I need a new party game. The girls are getting bored of playing truth or dare every week. You, Mac, and Discord play games all the time, right?”

A faint blush licked Spike's face. “Pinkie and Rainbow drop in for Ogres and Oubliettes every once in a while, but I don't think—”

“Not O&O. Something a bit more… fun?” Then she amended, “Easier to play, I mean. Our slumber parties are supposed to be relaxing, so none of us really want to have to prepare a bunch of stuff and make character sheets and all… that.” Spike opened his mouth, and Twilight raised a hoof to stop him. “One other thing. I'm not allowed to know any of the rules before I pick the game.”

Spike crossed his arms. “What?”

“Ugh, it was Pinkie Pie's last dare of the night,” Twilight said with a groan. “I have to pick a new game, and it'll be embarrassing if I pick a bad one by accident.”

“I can't believe ponies call me a dork.”

Twilight scowled. “Uh huh. Nopony's ever called me a dork before. Nice observation.”

“Oh yeah,” Spike said, grinning. “You know, with the wings and the castle and all, sometimes I forget you're still Dorklight Sparkle.”

“Mom said you're not allowed to call me that anymore.”

“Yikes.” Spike raised a claw to his chin and considered. “None of the games we play at Guy's Night would really fit, but…” He raised his free hand and snapped his fingers. “Captain Wuzz,” he said flatly. “Are you prepared to enter the world of Ogres and Oubliettes?”

The room was filled with a sudden burst of light and sound. When it cleared, Discord, spirit of chaos and disharmony, was sitting on the bed beside them, his eyes narrowed. “Listen here, lizard. I've told you a dozen times, that doesn't work any… Ah.” He looked up at the room's other occupant. “Princess Twilight Sparkle.” He bowed slightly. “A pleasure, as always.”

Twilight, meanwhile, was already backing up toward the door. “Oh no, no. I'm not playing anything—”

With a flash, Discord was suddenly standing beside her. He held out a little black box in one hand, just a bit larger than a deck of playing cards. It was metal, slightly chrome, and decorated with tasteful, abstract embossings on the sides. The word Metamorphilia was stamped on the top in a fancy font. “Won't you give it a try?” he asked, his eyes big and innocent. “I've been working on it for ever so long, and I quite badly need a few players to test it out for me.”

She backed up another step. “I can feel the chaos magic coming off that thing in waves, Discord. No. Thanks for your help, Spike, but I think I'd rather get a dull, normal game from a bookstore than take a chance on a game from him.”

As she hurried down the hall toward the library, she heard Spike ask, “If you need to playtest it, why not bring it to our next O&O game? I'm sure Mac wouldn't mind a break from the campaign to try a few rounds.”

After a moment's pause, Discord said, “Maybe when you're older, my dear draconic friend.”





The day after the slumber party, Twilight stewed in her library, paging gingerly through a book from the recreation and entertainment section, never reading more than the section headings and titles. She closed the book and set it on top of the growing pile beside her. She grabbed another. Her right eyelid was starting to twitch involuntarily.

This was all Pinkie's fault. Pinkie and her dumb, impossible dare.

Two days after the slumber party, Twilight paced up and down the aisles of Canterlot's largest game store. Boxes of all shapes and sizes surrounded her, towered over her. Her gaze slid over the spines, never resting too long for fear of accidentally gleaning some small bit of insight into the game itself.

This was a kind of torture, she decided.

Four days after the slumber party, Twilight Sparkle sat, alone, in an empty room of her castle and stared at a blank wall. Her mouth silently formed the names of various party games she'd learned. She tasted the vowels, explored the corners of the consonants. Worked backward through every iteration of pun and etymology she could in order to guess the rules by sheer brute smarts.

Was she losing her mind? Was anything real?

Six days after the slumber party, as the sun began to set, Twilight stood outside, around the back of her castle and out of sight from the street. She took a breath. “Discord?” she said, tentatively.

And lo, the demon appeared, walking leisurely around the corner. He blinked in false surprise at the sight of her. “Why, Princess Twilight. What delightful bit of serendipity.”

“Is it safe?” she asked, sounding slightly more manic than she would have preferred. “The game, Metawhatsit. Do you promise it won't hurt anypony?”

He raised an eagle hand to his chest and huffed. “I never, such an accusation, when you're the one asking the favour from me. Twice!” He snapped his fingers and the little black box appeared in the air between them. “Yes,” he said, with the smallest, least reassuring smile Twilight had ever seen. “I promise, it's completely safe. You'll all have a rollicking good time, or your money back.”

“I don't have any bits on me, but—”

“Oh, no need, no need. The stories Fluttershy will no doubt share when she gets back are all the payment I need.” He bowed low, then disappeared in a flash.

The box fell to the ground. Twilight picked it up. The chaos magic didn't feel nearly so strong now, or as repellant. Maybe she was just less sensitive after a week full of dare-induced, self-inflicted chaos.

Her eyes narrowed. Rarity and Pinkie, they'd both see. Give her an impossible dare, and she'd find an impossible solution. All she had to do now was prepare for the next day's slumber party.

That, and hope that Discord was telling the truth.
> 2 – It Begins (Rainbow's Turn)
> --------------------------------------------------------------------------

Six days, twenty one hours, and thirty minutes since the end of that fateful slumber party. Perhaps the very last slumber party Twilight and her friends would have that could in any way be considered normal.

The princess stood at the castle door and watched her guests amble in. Fluttershy and Applejack arrived together, as usual. Pinkie Pie appeared right as Twilight let her guard down, as usual. And as usual, Rarity and Rainbow Dash arrived together as well, both late for different reasons.

She led them all upstairs to the parlour. A nearly empty room greeted them, save for six chairs in a loose circle around a table, and on that table sat the box. Twilight sat down at the head of the table and folded her legs in her chair as the others gathered around.

Rarity circled the table, gaze wandering. “The decor is a sight starker than usual, Twilight. Doesn't this room usually have paintings on the walls and bookshelves by the mantle?” A tiny seed of apprehension sprouted in Rarity's chest.

“Not tonight.” Twilight made eye contact with Pinkie Pie, then Rarity. “I did it. The final dare, completed.”

Rarity blinked. “Ah, yes.” She glanced to Pinkie. “The, ahem, dare. Which was…?”

“Ooh, ooh! Twi had to pick a new game! And this must be it!” She appraised the circle of chairs seriously. “Musical chairs? I'm impressed.”

“What?” Twilight said. “No, it's—”

“I know you didn't play much as a foal, but I thought everypony knew the rules to musical chairs.”

“It's not musical chairs!”

Before Rainbow Dash or Fluttershy got involved, like they usually did, Applejack put a hoof on the table. “Sure it ain't. Let's all just relax, sit on down, and hear 'ya out.” She reached a hoof into her saddlebags and pulled out a little cardboard tray full of glass bottles. “Cider, anypony?”

Rainbow Dash swept up two bottles with a deft wing manoeuvrer. Twilight surprised everypony by grabbing a bottle in her magic and floating it over. She popped open the top and downed a third of it.

The table was silent for a moment. Fluttershy cleared her throat. “Are you feeling okay, Twilight? You seem a little tense. Maybe we should wait to play the game for a bit?”

Twilight laughed. “Oh no, I'm fine. I only spent an entire week going through every party game in Equestria, always on my hooves to make sure I didn't accidentally peek at the rules.” She gave herself a little shake, and some of the tension wicked off. “But I found a game in the end!”

Rainbow Dash grabbed the box and peered at the lid. “Metamorphilia? Is that even a word?” 

Twilight shook her head. “It's not a word. Not really. It's a portmanteau of two Old Ponish words. Metamorphosis, which means transformation, and philia, which means love. Sort of.”

Fluttershy let out a little huff as puzzle pieces started to click together. “I don't suppose you got this from Discord, did you?”

Twilight said nothing.

“Seriously?” said Rainbow. She dropped the box as if it had bitten her. Knowing Discord's usual brand, that wasn't even particularly unlikely. “That seems kind of crazy, Twi.”

Rarity frowned. “Indeed, it seems inadvisable, to put it kindly. I'm sorry that my dare distressed you so.”

“It was my dare, and I'm sorry too! We don't need to play this just cause of a dumb dare,” Pinkie offered.

Twilight planted a hoof on the table. “Girls, don't worry about the dare. Maybe I took it a little bit too seriously, but now that we have the game, we should at least see what it's about.”

Fluttershy added, “Discord mentioned a party game he was working on yesterday. I thought it was a little odd for him to care about something like that, but, well, odd is what he does. I'm sure he wouldn't give you anything dangerous.” As skeptical eyes turned her way, she said, “Um, not intentionally dangerous.”

Applejack sighed. “Aw heck, I got an early day tomorrow, so this had better not get out of hoof.”

Rainbow blew her a raspberry. “You have an early day every day. If we're going to do this, let's do it!”

Rainbow Dash picked up the box again and slid the lid off, revealing a deck of cards and two dice. She upended it all onto the table. The stack of cards landed face down. Two tiny Discords stood back to back on the reverse side of the cards, one winking, one giving an encouraging thumbs up. “Pff, typical,” said Rainbow.

Twilight floated the lid over and squinted at the inside. “Here are the instructions.” She peered over top of it at Pinkie Pie. “I can read them now, right?”

“Mhm!”

“Okay, let's see. 'Pick who goes first.'” She looked up at the others, then shrugged. “Me, I guess, unless somepony else volunteers?”

“I'll go!” offered Rainbow Dash.

“Sure. All right, player picked. Then… 'randomly pick your partner.'” Twilight scanned the table. The dice had the right number of faces, but there were symbols instead of numbers printed on the sides. Their crystal spinner from last week was nowhere to be seen.

Rainbow Dash grabbed a bottle of a cider, cracked the lid, and chugged the entire thing. She held it out to Twilight.

Rarity groaned.

“Sorry, Rarity, but it'll have to do.” Twilight cast a quick cleaning spell on the glass bottle, then set it down on its side. Rainbow reached out and flicked it. It spun once, twice, thrice, and then stopped, the tip pointed directly at Twilight. “That's me, then. Now, 'both players roll a die.'” Rainbow tossed one of the dice over, and Twilight caught it in her magic. She peered at the symbols on the side, then shrugged and let it fall to the table. Rainbow followed suit.

When Twilight's die stopped, it showed a big, bold X. Nothing else.

Rainbow's die bounced to a standstill seconds later. Her result appeared considerably more complicated, displaying what looked like shaking feathers, with little lines around the outside to indicate movement.

“N-now what?” Rainbow asked, fidgeting slightly. A wave of sensation had swept over her when the die landed, like a blanket of soft pine needles. Tiny air currents blew against the hairs in her coat, lighting up the nerve endings beneath. The chair beneath her suddenly felt too coarse, too hard, too real against her rump. She grabbed her second bottle and took a big gulp, and mercifully the sensations dulled slightly.

“Once both players have rolled, the first pony turns over the top card on the deck,” Twilight read.

With an unsteady hoof, Rainbow did as instructed, then squinted at the card's text. “It says, uh…”

Fluttershy, sitting just to Rainbow's right, went just a bit pink in the face as she read over her friend's shoulder. “Oh my.”

“Come on now, what's it say?” Applejack pressed.

Rainbow Dash slumped back in her seat, her wings flexing slightly to either side. “Nope, never mind. This game's dumb.”

“Well, I'm certainly intrigued now,” said Rarity.

Twilight sighed. “At least tell us what it says so we can all be equally disappointed in Discord.”

Fluttershy put a comforting hoof on Rainbow's shoulder. Rainbow swallowed. “It says, 'Exchange hoof rubs.' Nope. Nuh uh. This is just truth or dare with extra steps!” She couldn't stand to have her hooves touched at the best of times. Now, just the prickle of her tail hairs against her rear hooves was driving her crazy. If Twilight touched her there, one of them would end up in pieces.

“And why the dice?” said Twilight, more or less oblivious to Rainbow's plight. “The card didn't say anything about them, and the rules don't… oh, hold on. It says something here about skipping cards.”

Rainbow nodded enthusiastically. Anything but hoof rubs.

“If the players can't or won't complete the card, they can try another card. Before the next card is flipped, the second player must choose whether to participate or be replaced by another random player.” She looked around the table and shrugged. “I'll stay. Oh, and we can re-roll the dice if we want.”

“But what do the dice do?” Rainbow whined. She was starting to get breathless, or maybe she could just feel herself breathing more than normal? It wasn't unpleasant—none of it was—but sitting still and keeping her cool were getting harder and harder with each passing second.

Rarity asked, “Are you feeling alright, Rainbow? The cider appears to be hitting you a bit hard tonight.”

Fuck, fuck, thought Rainbow Dash. “I… I guess I chugged that first cider too fast. I'm fine, though. Just a little t-tingly.” She scooped up her die with one hoof. “So we roll again?”

“Only if we want to,” said Twilight, eyeing Rainbow carefully. Discord's words ran back through her mind. Had he chosen his sentences a bit too carefully? “I think I'll keep my roll, just to see if it makes a difference.”

Rainbow tossed her die. An X.

She let out a breath and shifted again. If the first die roll had been like a splash of cold water, this was like being slowly submerged in a warm bath in comparison. Her skin stopped prickling, her hooves stopped tickling, and most importantly, her lower body stopped throbbing against the chair. Her relief squashed any critical thought on the matter. “Phew, okay, feeling better already. So now I turn over the next card?”

Twilight nodded, mentally cataloguing the 'X' as either a good thing or… what? Nothing?

Rainbow flipped over the next card.

“Press your wings against the other player's wings for ten seconds,” she read, then frowned. There was nothing especially taboo about that. It was like holding hooves or giving a long hug, although much less common than either. A thought struck her. “So what if one of us didn't have wings?”

Twilight twisted her lips in thought. “I guess we'd fail automatically? It says in the rules that if you skip two challenges in a row, you're out, so I guess we'd better…” She stood up and trotted over to Rainbow's seat, wings extended.

“Yeah, right, sure thing.” Rainbow stood up and crouched slightly. “Hold your wings out flat, like you're gliding, and then kinda walk over top of me. That's how pegasus foals learn to hold their wings out properly.”

Twilight did so, the coat on Rainbow's back sliding against the softer, thinner fur on Twilight's belly. She flexed out her wings and rested them on the smaller mare's. Little static shocks jumped between their feathers, and they both had to force themselves to stay still.

Rainbow swallowed. It had been a long time since she'd had somepony surrounding her like this, their body pressed against hers from hips to neck. It took every ounce of her self-control to keep her wings from fidgeting, her tail from wandering. Twilight exhaled, her warm breath inches from Rainbow's cheek.

Twilight Sparkle was having a marginally easier time. She had never been an outgoing pony before moving to Ponyville, but over the past few years she'd been no stranger to hugs, cuddles, and even a bit of platonic spooning during slumber parties such as this one. Having her wings against Rainbow's, though, felt strangely intimate in a way that normal physical contact didn't. She could smell Rainbow's mane, feel the muscles in her back shifting and flexing minutely.

“Four, three, two… one.” Twilight hopped away and quickly took her seat again, clinging to normalcy by her hooftips. “That wasn't too bad.”

The room was silent for a moment. The temperature seemed to have gone up a few degrees since they'd started playing.

Applejack raised an eyebrow as one of her cider bottles floated into the air, surrounded by a sapphire blue glow. Rarity met her gaze and scowled back. “I forgot the wine tonight.” Then she uncapped the beverage and took a sip.

“Uh huh,” said Applejack. She took a bottle for herself and did the same, then glanced around the table. Twilight and Rainbow were avoiding eye contract with everypony. Fluttershy was a staring down at the table in front of her and blushing a bright pink to match her mane. Rarity was a bit flushed herself, but between eyeing Twilight and Rainbow Dash and sipping at her cider, seemed to be much more attentive than she usually was during their slumber parties.

Pinkie Pie was perky and beaming, as always, although Applejack thought her eyes were just a bit more lidded than normal, her posture a bit more relaxed.

She took another deep sip of cider. At this rate, they'd go through the entire case before the next round of Discord's game.

“Definitely not as bad as 'hoof rubs,'” Rainbow finally replied. She glared down at the card. “So… do I win?”

“You don't win from just one card,” Twilight replied. “I think this is more of an elimination game.”

“So I just need to keep doing dares until the rest of you chicken out?” Rainbow smiled. She could do that. So long as she didn't get all tingly again, she could handle anything. And her friends were all wimps, so how long would it take?

Twilight scanned through the rules. “Play passes to the pony on your right, so… Fluttershy?” She paused and assessed the timid pony. “It's okay if you want to just watch.”

Fluttershy raised her head and grinned. Although her face was still bright pink, there wasn't so much as a trace of hesitation on her face. And she did actually feel surprisingly confident. She knew Discord like none of the others did. She knew he meant well, that at worst this would push their boundaries a little, tease and tickle them in a few places. She held out a hoof and a wing, ready to catch. “Give me a die.”
> 3 – Testing Boundaries (Fluttershy's Turn)
> --------------------------------------------------------------------------

Rainbow snorted and threw the die over. Fluttershy caught it in her wing, let it tumble among her feathers for a moment. With her other wing she gave the spinner a nudge. It swung to a slow, tentative stop after just one rotation, the trembling tip pointed straight at Rarity.

The unicorn set down her cider bottle and floated the other die into the air. “Whenever you're ready, darling.”

Fluttershy flourished her wing and dropped her die onto the table.

When it stopped, it displayed a series of symbols along the outside. A fang, a feather, a pony tail, and half a dozen more. In the middle, an arrow stretched into a circle and flanked the symbols. Fluttershy narrowed her eyes, then her eyes widened on their own. She let out a little involuntary gasp.

The ponies around watched, terrified, as Fluttershy's form started to twist and change.

She jerked up from her seat and took a few steps on legs that were growing longer and thinner, the ground receding away inch by inch. Her long, graceful pink tail became shorter and thicker, the individual strands of hair grouping together as they melted in toward her rump. Her neck and face stretched out, her barrel constricted, and her wings vanished into the fur on her sides. Finally, her mane fell across her snout in a familiar, if considerably shorter, style of pink hair.

Fluttershy opened her eyes and let out a sigh. “Discord,” she said, a hint of a smile on her face. That little scamp. This was supposed to be their game, just for the two of them, wasn't it? She turned her head from side to side and rolled her shoulders to stretch out her new joints and muscles.

Twilight was at her side, her hooves mussing the carpet nervously. Her eyes darted back and forth over her transformed friend. “Fluttershy! Are you okay? Don't worry, we can fix it. I have lots of books on transfiguration curses and—”

Fluttershy flicked her tiny stub of a tail and suppressed a giggle. “Oh, I always forget how ticklish deer tails are.” She laughed again and sat back down carefully, arranging her longer, ganglier legs beneath her. “I'm okay, Twilight. I was a little surprised at first, but Discord and I play animal charades all the time.”

“Charades,” Rarity said flatly, levitating her own die several feet away from her as if it would bite. “How in Equestria could this be considered charades? You're a deer, darling. A rather sweet and pretty deer, but a deer nonetheless!”

“Thanks, Rarity!" She glanced down at herself and twisted in place to peer at her tail. ”Are my colours the same? Sometimes Discord changes those too."

“You're yellow and pink,” Rainbow said. “You and Discord transform into animals? Why?”

“For fun. We like to play little guessing games sometimes, and once I tried to teach him charades, but he kept just transforming into the animal instead of acting it out! Then one time he transformed me when it was my turn, and now that's part of the rules! One of us acts out the animal, and then the other one guesses, and then the one doing the charades gets transformed into the guesses!” She laughed. “Discord's not very good at it though. I usually end up being so many different animals before he guesses right.”

“And it doesn't hurt none?” Applejack asked. “Or feel, you know, strange at all?”

“It's a little strange at first, but you get used to it. And it's fun to be another kind of creature for a bit. I was an alpaca once. I think that was my favourite. It was so warm and fluffy.”

The tension at the table slowly drained at Fluttershy's explanation and her calm demeanor. Twilight peered across the table at the transformed deer with interest, mentally noting the extent of the change, and Rainbow Dash was eyeing the die Rarity held in her magic. Sure, the first round hadn't gone great for her, but how cool would it be to transform into a griffon, or a dragon?

Before long, all eyes were on the unicorn in question, and she sighed.

“You don't have to,” Twilight said.

Rarity fanned herself with a hoof. “No, no, I shan't pull the reins while the night is so young, and I rather think that I can handle a bit of magical oddity after all this time.” With a flourish of her horn, she dropped the die onto the table.

It bounced once, twice, and skittered to a standstill. A curved, looping symbol stretched across the upright face, forming arrows and crosses and blending from blue to pink to green and every other colour on the spectrum. 

Rarity looked at it for a moment, puzzled, and then let out a little gasp. “Oh my, I do feel… something. Is this how it was for you, Fluttershy?” Her voice changed as she spoke, deepening ever so slightly, acquiring an edge of roughness. Rarity's normal voice sounded perfectly at home at a trendy restaurant, or ringing out at an art gallery. By the end of her question, her voice sounded more appropriate for a dim, smokey bar. A bar where an ounce of scotch would cost more than most ponies made in a week, where the servers were dressed sharper than Celestia's seneschal.

She shuddered as a ripple ran down her body, changing her form by inches. A bit of muscle here, a pinch of the hips there, a wave of the mane. After a moment it was done, leaving a slightly breathless Rarity sitting stiffly in her seat.

Rainbow squinted. “Did your mane just get a bit shorter? Or…?” She tilted her head, stretched out of her chair to look at Rarity from every angle. “Huh. Did anything even happen? You look the same to me.”

Rarity swallowed, then, on second thought, took a sip of cider. The bloom of warmth suited her nicely. “Something certainly happened, but the details of it are lost on me. I can hardly see myself well without a mirror, can I?” Then her gaze wandered from Rainbow Dash to Applejack. The farm mare's jaw hung open, and a blush was plainly visible on her face.

“Applejack? Is…” Rarity suddenly felt self-conscious, and she looked down at her chest, raised a hoof to her face. Everything seemed the same, except. Oh, was her jawline a bit sharper than before? Her muzzle a bit more pronounced? And, as she shifted nervously on her chair, her body felt different. Where there should be curves there were only slight valleys, and where there was usually a layer of soft flesh she felt only hard, sinewy muscle.

“You look like, um,” Applejack started. She side-eyed Rainbow Dash, bit her lip, then said, “You look like a pegasus mare. A flier.”

Rainbow Dash hopped into the air and flapped across the table to get a better look. “Oh yeah! You've got a weather pony build!”

With a flash, a mirror appeared behind them, and Rarity jumped up from her chair and strutted back and forth in front of it, inspecting her every feature. “I see. It's certainly not a look I've ever aimed for, but… hmm.” She let out little tuts and clicks as she turned and posed.

Applejack struggled to keep her expression casual. Rarity's accent had always entertained her, even back when she hadn't thought much of the mare in general. A hint of Canterlot lilt, but with a strange spin that was uniquely Rarity. Now, though, the velvet huskiness that dripped off every word she said was like sunlight on her skin, honey on her tongue.

Rarity's newly slim figure and toned legs weren't hurting her neither.

Finally, Rarity finished reviewing her new form. She turned to Twilight. “These changes are temporary, yes?”

“They are. I usually wouldn't be able to tell with chaos magic, but this is the most orderly chaos magic I've ever seen. Discord must have put a lot of care into this spellwork.” Twilight's eyes crossed slightly and little sparks of magic flickered randomly around her horn. “It seems like the effects are anchored to where the dice land, and when the dice land. If you walked to the end of the hallway outside, or waited… hmm, thirty minutes or so, the threads would be pulled taught by your distance from their origin and the transformation would fall apart and reverse.”

“In that case, my compliments to the chef, Fluttershy,” said Rarity. She admired her reflection again. “In fact, I may need Discord to pay me a visit at the Boutique one day. It would be a brilliant challenge to work with a model between various shapes like this.”

Fluttershy nodded. Her deer nose twitched. “So, um, should I turn over the card?”

“Oh, yes, the game! Goodness, I had completely forgotten. Yes, by all means, darling.”

Fluttershy turned over the top card and smiled. “Give your partner a full body massage.” She held up her forelegs and her much smaller than usual hooves. “I'll do my very best.”

Rarity laughed. “Not too much of a challenge for the two of us. I trust you completely, of course. I've seen you work your magic on some of your animal friends before, and I have no doubt you can do the same for a slightly coltish mare.” She giggled at her own words, then stood up and glanced about the room. “I suppose the floor will do…”

She started to move for the open floor space to one side of the table, but then the deck of cards shuddered, twitched, and hopped upright. One of the Discords on the top card winked, and then the deck waddled off the table and into thin air. The dice bounded after it, leaving a clear surface that was the perfect size for a pony to lay on, and for another creature to lean over.

“Ah, naturally, right in the center of everypony.” Rarity didn't hesitate for more than a moment though. She hopped up onto the table and neatly folded her legs beneath her, then stretched out. Her head ended up just beside Applejack's cider. The unicorn looked up and grinned. “Apologies, Applejack. I'll do my best to keep still.”

Applejack let out a tiny, almost inaudible whine.

Fluttershy mounted the table above the unicorn and carefully pressed her forehooves to Rarity's neck. She kneeded softly, and Rarity surprised herself with an involuntary coo. She was no stranger to massage, but it felt quite different with so little fat between her sinew and her masseus' hooves, like every bit of pressure was releasing a fresh wave of tension. She supposed her new body had never been treated to this before, and perhaps transformation magic left little knots that needed to be released.

Fluttershy continued down Rarity's body, reaching her shoulders. She pressed both hooves down just behind Rarity's left foreleg, and the unicorn let out a full throated moan. Her shortened tail flicked, and little tremors ran down her limbs. “Oh, simply heavenly, darling,” she breathed.

Applejack choked down another gulp of cider. It felt like this challenge was lasting hours, days. She tore her eyes away from the pleasure-filled unicorn in front of her only to see everypony else eating up the show just the same. Fluttershy was flushed from her nose to her ears, and her tiny deer tail twitched wildly behind her. Rarity alternated between writhing in delight and laying perfectly still.

Rarity cooed again, and Applejack squirmed. She'd never felt so hot and bothered at one of their slumber parties before, not even the night that she'd been dared to kiss Rainbow on the cheek. Sure, that had been a little stomach churning and had led to plenty of strange thoughts the day after, but she'd kept her composure.

She was not feeling at all composed anymore.

Twilight Sparkle was squirming for similar, if perhaps opposite, reasons. Rarity. Pristine, refined, polished Rarity, and here she was, squirming and gasping under another mare. Sure, the circumstances were cleaner than that description probably suggested, but there were enough similarities that images and fantasies were starting to wear at the platonic bulwark that Twilight always held in place around her heart. Friendship is magic, she thought to herself, even as her forehoof rapped nervously against the tabletop and her heart pounded.

“You picked a great game, Twi,” Pinkie said. Her voice was disturbingly serene, her posture relaxed and open.

On the table, Fluttershy was doing her best to stay focused. It took a lot of concentration to give a good massage under normal circumstances. It required balance and control to put pressure on the right areas without bearing down too hard or slipping off a muscle group and grinding a hoof against bone, which nopony enjoyed. She'd never had to work with deer hooves before, though, and their smaller size made even the tiny bit of force much more noticeable.

It also didn't help that Rarity was being less cooperative than normal. Her vocalizations, twitches, and shudders were adding up to a strange sensation in Fluttershy's stomach. She felt strangely powerful, and that alien feeling combined with the audience of interest eyes all around her made it very difficult to stay focused on finishing her challenge.

Her hooves roamed further down toward Rarity's lower back. She pressed gently at the muscles on either side of Rarity's spine, and the unicorn suddenly arched her back, bringing her rump up against Fluttershy's barrel. It was a good thing Rarity's rear was obscured by Fluttershy's form, or else half the room would have gotten an eye full.

“Oh my, t-terribly sorry, darling. You're delivering quite the stimulating massage,” Rarity said. She forced her hips back down to the table and grit her teeth. How was a simple massage turning her on this much? And how far was she going to let this go? If Fluttershy kept going for too much longer—

“No kidding,” Rainbow said dryly. “I hope you know that if you finish on the table there I'm never letting you forget it.”

Rarity whimpered. “H-hardly a concern, Rainbow Dash, although your vulgarity is appreciated as always.”

Fluttershy took that as her cue to start wrapping up. She gave Rarity's sides a quick rub, then moved down over the mare's flanks. Her pulse sped up as a subtle odor hit her nose. Oh dear. Rainbow was not far off the mark at all. As her hooves graced Rarity's toned, athletic rear, the unicorn's tail quivered, barely staying in place over her assets.

On the far side of the table, Applejack glanced between Fluttershy and Rarity, both of whom were pink-cheeked and wide-eyed, although Rarity much more so. Darn thing looked like a teenager on her first date, jaw tight, breath fluttering, avoiding eye contact with everypony around her. Then Fluttershy shifted her hooves and bore down. Rarity's mouth fell open, tongue lolling out slightly in a silent gasp of pleasure, and Applejack corrected herself. Not just embarrassed or anxious, but right on the precipice.

Then Fluttershy backed away from the table and sat back in her chair. “Done!” she said, her voice quivering halfway through the word. She folded herself neatly and looked straight ahead at the wall between Twilight and Rainbow Dash, trying to ignore the heat between her hindlegs. Discord, she thought. What have you gotten us into?

A few seconds passed before Rarity even registered that the sensations had stopped. It took another few before she trusted her body enough to stand up and slide off the table. She winced as her coat brushed over a wet spot. She'd dripped onto the table? She couldn't allow the others to know, least of all Fluttershy. She took a breath and swept her foreleg over the offending patch of table once or twice until she was confident not a trace of her arousal was left. Finally, she returned to her seat, only for the texture of the cushion against her to draw out a fresh moan. She managed to bite it down and clear her throat to cover it.

Twilight stared, wide-eyed, at Rarity, then at Fluttershy. She wanted to ask if they were okay, but she knew that question wasn't quite right.

“My turn!” Pinkie Pie said, as if nothing out of the ordinary had happened at all. She held out a hoof. “Dice please!”
> 4 – Over the Line (Pinkie's Turn)
> --------------------------------------------------------------------------

Fluttershy pushed her die across the table and focused on her breathing. She was just flustered from the transformation, of course. And… and shy! Of course, she was a shy pony at heart, even around her friends. That was why her heart was pounding and her crotch was dripping and her wings were—

Oh right! She didn't have those anymore, so at least her shivering feathers wouldn't give her away.

Pinkie Pie scooped up the die and held it up on her hoof, peering at it every which way. “I hope I get… mmmm, this one!” She shook it between her two hooves—somehow—and moved to toss it.

“Pinkie!” Twilight said, her voice just a little dry. “You need to spin the bottle first!”

The pink mare pouted. “Does it really matter which one I do first?”

“It's in the rules.”

Pinkie Pie sighed. “I guess since it's a party rule.” She slumped down in her chair until her hind legs touched the edge of the table. She reached out with one leg toward the bottle.

Rainbow Dash blinked, eyes wide, at Pinkie's completely exposed pussy. This wasn't like catching a stray glimpse under somepony's tail at the market, or even like peeping on somepony when they thought they were alone. Pinkie knew they were all watching her. Rainbow's stomach tightened when she noticed the slight matting of the fur between Pinkie's legs, the prominence of her lips, the flesh that was flushed a deep, warm red in contrast to the lighter pink of her body.

Then Rainbow made the mistake of taking a deep breath in through her nose, and she nearly gagged. Not because the odour was unpleasant—aroused mare was one of Rainbow's favourites—but because it was so sudden, so thick, and coming at her from seemingly every direction. As she traced her eyes across each of her friends in turn, she picked out the most likely subjects.

Rarity, obviously, whose facial muscles were twitching involuntarily, who sat with unnatural stillness on her chair, whose newly defined muscles stood out under her pelt as if they were straining to keep her airborne. Beside her, Fluttershy was almost as pink as Pinkie Pie and twice as twitchy. Her hindlegs were folded perfectly underneath her at just the right angle to keep her rear off the chair.

And… Rainbow glanced between Twilight, Applejack, and Pinkie Pie, trying to place the third vector of the intoxicating feminine musk that permeated the room. They seemed relaxed, considering the circumstances. None of them were breathless or antsy.

Then, with sinking horror, Rainbow chanced a look down at herself and breathed in. Oh Celestia, she stank as bad as if she was in heat!

Clink went Pinkie's hoof against the bottle, and Rainbow Dash jerked her gaze back to the table, where the bottle spun in a blazing fast circle. After a few moments it began to slow, and panic gripped Rainbow's heart as the tip rolled closer and closer to her, until…

It slid past her and pointed to Twilight Sparkle. 

Applejack chuckled. “Well shoot! I don't reckon I'll ever get to play.”

“It'll be your turn soon,” Twilight said, rolling her eyes. “Rarity? Magical die, please?” Rarity leviated it over wordlessly and set it down in front of Twilight. The alicorn picked it up, then looked to her partner. “On three?”

Pinkie Pie nodded. “Three!” And she threw her die.

It hit the table and slid almost to the center, then stopped dead. Not a single bounce or roll or skip. The mare threw a hoof into the air. “Woohoo! It's the one I wanted!” Then she shook all over, from her ears to her tail to the tips of her hooves. She rolled onto her stomach, finally hiding her delicates from view. “W-whoa, this is… this is…” She stood up on her chair, then tumbled down to the ground beside it, her hooves kicking and her back arching.

Twilight jumped to her hooves, forgetting all about her own die, and hurried over. “Are you okay? Is it too scary? I can stop it, if—”

Pinkie threw her hooves up in protest and, through a fit of giggles, said, “Nonono! No! Haha, pfft, hihi, oh!” She rolled over again, hooves clutching her sides, then her hips. Her hind hooves found purchase and she managed to pull herself into a vibrating pink ball.

Slowly, so slowly that Twilight almost didn't notice, Pinkie Pie's giggles dropped in pitch, until she sounded like a bubbly, jovial young stallion who had perhaps imbibed a bit too much. And, when Pinkie finally untucked her head and rose to her hooves, she and Twilight met eyes and found themselves at almost the same height.

Pinkie Pie looked down at her chest and forelegs and cocked her head. Her tail, mostly unchanged, swished behind her. “I feel… kinda funny.”

Applejack cleared her throat. “Sugarcube… ya look like a stallion.”

And she did. Pinkie Pie stood almost a head taller than before. Her jaw was more prominent, her face less rounded, her neck a bit thicker and her chest a bit thinner. And perhaps the most profound change…

Pinkie Pie dropped back onto her haunches, leaned backward, and peered down at her groin. She was treated to the same visual feast that her friends were enjoying.

In place of Pinkie's usual pair of small, nearly invisible teats and her similarly discreet pink pussy was a pair of heavy, hanging balls that moments ago would have looked disproportionately massive on Pinkie's frame. Just above those orbs was a fold of skin that was only really noticeable if one was looking for it. A sheath, concealing the elephant in the room.

Everypony at the table was certainly looking for it, for various reasons. Well, two reasons.

Shock, or awe, or a mix of the two.

Twilight took a step back. “Uhhhhh… Pinkie?”

“Mhm?” the mare hummed. It was a little strange to hear a masculine voice speaking in Pinkie's exact cadence and inflection. Like a funhouse mirror version of her voice, although not at all warped or cartoony. “This is so fun! Did you roll yet, Twi?”

“Seriously?” said Rainbow. “We're still doing this? Pinkie Pie's a colt.”

“No I'm not!” Pinkie said. She gestured to her head. “Still all mare up here! I've just got some different parts.”

“I know, I know. Just… what are we getting into?” Rainbow muttered.

Pinkie Pie smiled. “It's okay if you don't want to play anymore, Dashie, but I think this is fun! When else am I going to have the chance to talk… way… down… here?” Pinkie lowered her voice with each word until it hummed at a delightful baritone.

Rainbow Dash huffed and retorted, “I'm not backing out or anything. Just checking if any of you wimps were out of your depth.”

“Sure, Dash,” Applejack said with a chuckle.

Twilight shook herself. If Pinkie Pie wasn't freaking out, neither would she. She marched back to her chair, sat down, and picked up her die.

Roll the die, Twilight, she commanded herself. Thoughts of what could happen flashed through her mind. She could turn into an old mare, or a piece of wood, or her brother! This was Discord. Anything was possible. But when she ran the last few minutes back in her mind… Fluttershy sitting snugly in her deer form; Rarity posing in front of the mirror, squirming as Fluttershy's hooves massaged her new muscles; Pinkie Pie giggling and enjoying the transformation.

Twilight tossed the die.

She felt the magic take hold of her instantly, weaving through her body and reshaping it with the sort of incoherent ease that characterized Discord's spells. Most other magic she could follow, understand, even tweak after it was cast in some cases, but the die's payload was as baffling as the ancient magic that suffused the ground and air of Equestria.

She shivered as her limbs shrank, her coat thickened. Her wings prickled at the roots of her feathers, and she couldn't help but rustle her wings in response. She waited for her features to change, for the ground to drop out beneath her, something.

A few seconds later, the tingling magic faded, and Twilight opened her eyes.

“Huh.” She looked down at her die. It was the same sigil that Fluttershy had rolled earlier. A species change, presumably. Twilight peered at her legs, her chest, and over her shoulder at her wings and back. Seemingly no change at all.

Rainbow started laughing, and Twilight looked up at her friends. Most seemed to be some level of horrified, hooves over mouths and eyes bugging out wide.

“Twilight! Your… your—”

“Hah!” laughed Rainbow, hopping up onto the table and trotting up to Twilight. She tapped her on the skull, right in the middle of Twilight's forehead. “Oh wow, you look good as a pegasus, Twi!”

Pegasus. Forehead. Twilight raised a hoof and ran it over her skull with growing panic. Her horn was gone. She was shorter, and… oh Celestia, she was a pegasus pony!

“Twilight!” Rarity said, her voice tinged with horror, her attention finally pulled away from the burning need between her thighs. “Y-your magic, darling. Your princesshood!”

Twilight scowled, a look of concentration on her face. “Huh. Actually, I think… I can still feel it.”

“It?” asked Applejack.

“My magic. It's…” Twilight stuck out her tongue and peered off into the middle distance. The bottle they'd been spinning suddenly floated into the air, surrounded by a soft magenta glow. “I guess the transformation is pretty surface level.” 

Good thing, too. Changing an individual's magic was not much different from changing their soul, their identity. Some careful alterations were possible, of course, otherwise alicorn ascendance would be a monstrous event, but something as dramatic as ripping her unicorn powers from her would be tantamount to… well, as bad as stripping her friends of their truest aspects and rendering them shells of their normal selves.

Twilight gulped and floated the bottle up and down a few times to reassure herself.

“I'm just shorter,” Twilight said, trying to calm the others. She looked up to where her horn had been moments ago. “A lot shorter.”

The sight of Twilight using her magic like normal set the room at ease. 

Pinkie Pie cleared her throat, and the deep timbre drew everypony's attention. “Card time!” she announced. When nopony stopped her, she reached out and completely overshot the deck of cards. “Whoops!” she said, and clumsily lurched upright. She squinted at the table, then at her outstretched foreleg, then carefully lined the two up. She flipped over a card. A smile spread over her face.

“The other player has to sit on your lap until their next turn.” She turned to Twilight and raised her eyebrows. “That's okay, right?”

Twilight felt the eyes of the entire room on her. She nodded. “O-of course it is!” She hopped to her hooves and lurched slightly. Oh ponyfeathers, she was almost exactly the same size as she was before her ascension, but it still felt like she barely knew how to walk. She carefully made her way over to Pinkie Pie. “Umm…” She'd never sat in somepony's lap before. It wasn't a natural position for quadrupeds.

Pinkie Pie slumped back a bit in her chair and held out her forelegs. “Hop up!” she invited. “You're a pegasus now, right? Pegasi are lighter than clouds.”

“We're actually not!” Rainbow offered helpfully.

Twilight took a breath, then gathered her weight and hopped into the air, flapped her wings twice, and set down on top of Pinkie, her legs draped on either side of the earth pony's torso. Their faces were inches apart.

“Do you want to turn around?” Pinkie asked in Twilight's ear. Her voice drew goosebumps all down Twilight's body, and she wasn't certain whether she disliked it or not. “Everypony else is still playing.”

Twilight swallowed hard, then, with Pinkie Pie's help, swung herself around so her back was pressed against Pinkie's barrel. As she settled into her new position, she became suddenly, acutely aware of just how her rump lay against her friend's lower belly. Twilight only had to look down between her own legs to see Pinkie's new equipment, which was thankfully still sheathed.

“Okay, um… You're up next, Rarity.”

The coltish mare blinked. “Ah, again? Wasn't it my turn mere moments ago?” And Rarity was just starting to feel normal again. More normal, at least. She still looked more like an athlete than a fashion icon, and she could tell that even standing up and trotting around the room would provide enough stimulation to steal her composure away again. But so long as she held very still and took deep breaths, she could escape the table without dribbling on the castle floor.

Twilight nodded, doing her very best to look collected from her perch on top of Pinkie's soft, broad hips. “You were Fluttershy's partner last time, on her turn. Now it's your turn properly.”

“That means no getting out of it,” Rainbow said with a smirk.

“You can always pass,” Twilight said, looking sternly at Rainbow. “We wouldn't want anypony to feel uncomfortable.”

Uncomfortable. Twilight grit her back teeth. Somehow, Pinkie was all too comfortable. It was like sitting on a warm beanbag chair. A beanbag chair that shifted and breathed, twitched and stretched minutely. A beanbag chair with strong, subtle muscles that provided the perfect amount of resistance beneath Pinkie's pudge.

This was nice, she thought. Ponies should sit on each other's laps more often. Without even really thinking she leaned forward and planted her forelegs on the table to balance herself a bit, rotating her hips against Pinkie's in the process. The soft fur slid against her marehood all at once, and Twilight almost gasped aloud, her hindlegs kicking slightly to either side of her seat-mate as little prickles of pleasure snaked up her spine.

“Everything okay, Twi?” asked Pinkie.

Twilight swallowed and tried to readjust herself again, lifting herself up slightly and shifting forward until her nethers were clear of the other mare's body and she was once again resting solely on her rump. “All good,” she croaked. She took a quick sip of her cider. She shifted again and winced at the slight damp spot she felt on Pinkie's coat. Just two more rounds, she thought desperately.

Across the table, Rarity muttered quietly as she levitated a die and the empty cider bottle over. Rainbow Dash whispered something to Fluttershy. Applejack let out a little hum. Sure enough, the game was continuing on.

Then Twilight felt something. A new, electrifying, burning point of contact between her and Pinkie. Twilight took stock of where she was positioned, how her body was splayed against her friend's, and a flash of terror rolled through her. As subtly as she could, Twilight peered down between her forelegs at her own crotch.

And at Pinkie's crotch, which had gotten decidedly less subtle and was getting less and less so by the second.

Poking out of the sheath by mere inches was the rapidly thickening head of Pinkie Pie's brand new equipment. It was just a bit darker than her coat, but to Twilight it stood out like a lighthouse from the sea. Pinkie took a breath, and her cock twitched, growing another quarter inch, dragging across Twilight's lower lips ever so slightly.

Twilight Sparkle lifted her gaze and looked straight ahead. It wasn't Pinkie's fault. The tension in the room was already thick, to say nothing of the scent of aroused mares. If Twilight were in Pinkie Pie's position, she'd probably be at full mast already. Probably.

She didn't exactly have any experience in that department. Yet. The night was still young.

So, instead of freaking out, instead of jumping to her hooves and calling the night to a close, she angled her upper body and forehooves to hide their point of contact from view as much as possible and tried to act casual. No need to embarrass anypony. Pinkie would calm down, or the spell would wear off, or some other thing would save them from having to confront the situation. Until then—

She felt a hot, hard sensation against her lower stomach, but the burning rod by her pussy hadn't gone anywhere. She chanced another look down to see Pinkie's cock had grown long enough for the head to settle between Twilight's teats, the tip nearly thick enough to stretch between them. A shudder ran through Twilight's body, and the motion of her marehood against Pinkie's length was enough to send a fresh wave of sparks through her, and a fresh trickle of juices from her pussy. 

Pinkie Pie leaned forward, lips inches from Twilight's ear. “Do you want to get off?” she asked in her low, skin-prickling voice.

Twilight bit her lip and tried to focus on what Pinkie Pie surely meant. Did she want to get off of her lap and go back to her chair, to cling to normalcy while there was still some of it left in the room?

“It's fine,” she whispered back. “Nopony's paying attention anyway. We're just two friends cuddling.”

Pinkie giggled. She flexed her hips slightly, sliding her cock along Twilight's slit. “I know that, silly, but I think stallions are usually supposed to take a trip to the colt's room when they get like this.”

“Yeah, but…” Twilight floundered for a decent excuse, then settled on a paltry, “You're not a stallion though.” Her core tightened, and she dropped her weight, pressing her crotch against Pinkie's cock just a bit harder. She could feel the medial ring now, grinding against her pussy. It was a good thing that her tail was pinned between her ass and Pinkie's lower belly, or it would surely be whipping through the air.

“Ahem!” Rarity cleared her throat forcefully. “If you two are quite finished, it is my turn, as we've all agreed.”

Twilight's heart skipped a beat, and she jerked her gaze over to Rarity, but she wasn't looked at either of them, but instead was glaring at Rainbow and Applejack, both of whom had little amused grins on their faces. Twilight let out a breath of relief. She'd clearly missed something, but so long as nopony was paying her any attention…

“I don't suppose tossing this die again will reverse the changes from last time?” Rarity wondered. “Discord may be a harmless prankster now, but I'm not eager to have two of his spells on me at once.”

Applejack grinned. “Can't really know until you throw the die, now can we?”

Rarity sighed. “I suppose we can't.” 

She picked up the die.
> 5 – Over the Top (Rarity's Turn)
> --------------------------------------------------------------------------

Rarity sniffed and spun the bottle with a sharp telekinetic shove, and Applejack watched it turn with an awful sort of desperation. She was usually happy to sit back and relax while the others played, give her muscles and joints a rest after a long day on the farm.

Now she was hoping with every wisp of her will that the bottle would land on her. The ponies around her were stirring like critters in spring, she could feel it, and she knew right away that she didn't want to sit out this time. But three rounds of this damn game had come and gone, and she was the only one that hadn't gotten to play yet.

The bottle spun, scraping gently against the crystal table and producing an almost inaudible ring.

Fluttershy bit her lip, nervously glancing at the faces around her, wishing she could tell what they were thinking. She sometimes had such a dirty mind. What if the sexual energy at the table was all in her head?

Every muscle in Twilight Sparkle's body was tensed and ready to snap on top of Pinkie's lap. With each heartbeat, each shuddering breath, she was reminded of their closeness, of the flimsy excuses that separated what they were doing from unambiguous sex.

Pinkie Pie, meanwhile was calm and relaxed, her hindlegs casually spread and her eyes wandering lazily around the table. That is to say, most of Pinkie was calm and relaxed. Certainly every voluntary part. The part that brushed against Twilight's tummy, that spread Twilight's lower lips open ever so slightly against its shaft, was anything but soft or still.

Rainbow Dash was trying to breathe through her mouth, trying not to look at any of the delicious creatures around her. Where had all of this tension come from? Was it all Discord's doing? All of Rainbow's friends were attractive in their own ways, but she'd never had trouble keeping her eyes off their flanks before. It was like some protective platonic barrier had been torn down.

Her sudden interest in Pinkie Pie at least made sense, Rainbow rationed. One of her friends turning into a cute stallion out of nowhere was cause for investigation on its own.

The bottle stopped. Rainbow stared down its barrel and gulped.

“Rainbow Dash,” said Rarity. She magically pushed the other die across to her. “Ready for another round?”

“Tch,” Applejack muttered. “Seriously?” She hadn't meant to speak, but everypony at the table heard her.

“Oh, you'll get a turn soon!” Fluttershy assured her. “Even if the bottle doesn't land on you when it's Twilight's turn, it's yours right after!”

Applejack shrugged. “I mean, I suppose it works out in my favour, don't it? Fewer chances to get eliminated, right?”

Several pairs of eyes turned to Twilight for confirmation. The alicorn-turned-pegasus was staring blindly at the center of the table.

“Hmm? Ah, oh, u-um,” she stammered, shifting nervously on top of Pinkie. “Yes, yes, that's right. Fewer turns is good!”

“It is starting to get a mite boring though,” Applejack admitted. “So y'all hurry up and fail your dares already.”

Rainbow Dash set her jaw. No way she was backing down from whatever the stupid card said after a challenge like that.

Rarity levitated her die into the air. “On the count of three, Rainbow darling?”

“Sure thing,” Rainbow said, her voice only quavering slightly.

Rarity's die landed first. A heart with a little plus sign beside it. As soon as the die stopped moving, Rarity groaned and rolled her shoulders. “Oh my. Sorry, Fluttershy, but I'm afraid whatever spell that side casts is even more heavenly than your massage.” Her muscles no longer felt tight or sore, and while her arousal didn't subside, it was sudenly more tolerable. A pleasant heat instead of a burning itch. Then she glanced down at her still-masculine body and sighed. “I suppose that settles it. One roll doesn't cancel out the others.”

Through her own silent trial, Twilight peered at the sigil on the little black cube. Rejuvenation, she silently noted. Rarity looked more refreshed and awake than she had when she'd arrived.

Rainbow Dash rolled her own die. It landed on the same side Twilight and Fluttershy had gotten—an array of symbols representing various different creatures. She sucked in a deep breath and wished for something cool. And that it wouldn't hurt.

Everypony else watched as Rainbow's colours darkened. Her coat became a smokey dark blue, like the sky just after dusk. Her mane and tail were still as polychromatic as ever, but their tones were shifted downward starkly, until they looked more like an artistic rendering of a rainbow at night than the genuine article.

Her ears twitched as they grew larger and the fur on them grew thicker, sprouting little tufts toward their tips. 

Her wings flexed open reflexively and she gasped as the most dramatic change took hold. In one slow, undulating motion, her plumage rustled and receded, melting into the flesh of her wing in an almost horrific display. She shuddered at the sensation, like every one of her feathers had suddenly been yanked slightly out of place, then out of the root. It wasn't painful, but for a moment she felt a scary, instinctual sense of loss.

Then her gums prickled, and she cracked her jaws open and ran her tongue over her canines. Canines sharp enough to pierce… well. She closed her mouth carefully and felt how her elongated front teeth fit neatly in front of her gums. The still air washed against her wings, and each eddy was as distinct as the currents in a raging storm.

After just a few seconds, her transformation was complete.

Applejack whistled. “Dang. And here I thought Luna's guards were just using some fancy magic trick to look like that. Does this mean batponies are really real? Other than whatever was going on with Fluttershy that one time.”

Twilight didn't respond right away, too distracted with her own situation.

Fluttershy filled the silence, saying, “Well, it is Discord's magic. I've seen him invent new creatures before. And he's also pretty old, so maybe there used to be batponies?” The little yellow deer coughed quietly. “Also, um, sorry again about that, Applejack.”

“Don't be silly, sugar. It was years ago, and ya apologized at the time.”

Rainbow Dash stared down at herself. She ran a hoof over her coat. It felt… mostly the same, colour aside. Her right ear twitched involuntarily. Somepony was trotting past the castle, far below. Her new and improved hearing was almost too sensitive.

She licked her lips—carefully—and grinned at Rarity, doing her best to bare her new teeth. It definitely wasn't the coolest transformation she could have gotten, but it was still pretty cool. “Wanna flip a card, Rares?”

Rarity cocked an eyebrow. Beside her, the top card on the pile levitated off and spun around in midair. She stared at it, then blanched. “Come on now,” she muttered.

Rainbow's grin widened. “Feeling less confident now, huh? What's it say?”

The unicorn glared back. “Let the other player nibble on your neck.”

“That doesn't sound so bad,” Applejack said. Applejack, who couldn't see Rainbow's shiny new fangs from her seat beside the mare.

Rainbow turned to the farm pony, still smiling, and Applejack blinked. “Whoa nelly. Those are some chompers, all right.” She turned back to Rarity. “You going through with it? Them suckers will leave a mark.”

“Yeah, Rares. Can you imagine, your perfect white coat with two little red spots on the neck. What will everypony think?”

“Rainbow!” Twilight snapped, slightly breathless. She did her best to look disapproving from her perch on her friend's lap. “Be nice. And if it helps, I can heal the marks before you leave, Rarity. Nopony outside of this room needs to know. In fact, I think maybe we should all agree to that now. No gossiping about tonight.”

Everypony nodded immediately. It had always been an informal rule for their slumber parties, but it was worth codifying.

“In… in that case…” Rarity bit her lip, staring unabashedly at Rainbow's mouth. “In that case… very well. Be gentle, please. And take care not to hit anything important!”

Rainbow hopped out of her chair and flapped over, settling beside Rarity on silent hooves. “Jeez, it just said nibble. I probably won't even break the skin.” She raised a hoof to the unicorn's neck and rubbed softly. “Besides, you've got muscle now. Hard to sink into that.”

The bat leaned in close, her lips brushing the side of Rarity's sculpted neck. The unicorn's head fell back slightly, her eyes peering up at the ceiling.

Fluttershy was rapt, caught between concern for her friend and flashes of her own memory. There was something so satisfying about sinking her fangs into apples. She still ate the fruits a bit more viciously than anything else. Now, watching a darker, more dangerous Rainbow inches from sinking her fangs into Fluttershy's spa-mate…

Rainbow Dash hesitated. Ponies were herbivores. Biting into something alive felt so wrong, but another much smaller, newer part of her insisted that not many things were more right. Her lips were still pressed to Rarity's neck, and without thinking she parted them and suckled slightly. Her tongue flicked against the flesh. 

Rarity let out a shaky breath as the batpony kissed her neck. The fire in her lower stomach flared again. Without thinking she leaned into Rainbow and pressed her shoulder against the other mare. Rainbow kissed harder, her teeth grazing Rarity's neck, until—

“Ah!” Rarity gasped aloud as she felt the prick of razor sharp teeth. One of her forelegs flew up to the back of Rainbow's head, not pushing away but pulling her closer.

Rainbow's eyes were screwed tightly shut as she felt Rarity's coat give way under her fangs, her nose filled with the scent of the unicorn, her mouth still tasting her flavour. When she heard Rarity's moan, she almost echoed it.

She pulled back a bit and resumed the kiss, tongue gently rubbing at the tiny pinpricks she'd left. She felt a gentle tug from Rarity's hoof around the back of her head, urging her to continue upward. Rainbow cooperated, leaving little kisses up Rarity's neck to her jaw, then across her cheek.

Rarity turned her head and met Rainbow's mouth with her own, making Rainbow jump a little with her forceful she was. Her tongue pressed against Rainbow's lips, then slid inside and flicked against her fangs. For a moment, Rarity wondered if she could taste her own blood mixed in with Rainbow's saliva. But no, no blood was really drawn.

At first, Rainbow Dash almost pulled away, but when it sank in just what was happening—Rarity, kissing her, as a batpony!—she kissed back just as earnestly.

Applejack swallowed. Hard. Gosh, her mouth sure was dry. She went to take a sip of her cider only to find it empty. Damn it. She would have grabbed another bottle, but that would have meant taking her eyes off of Rainbow and Rarity, and that was unthinkable. Land sakes, they were just… kissing! Right there, in front of all of them. And beneath her surprise, she felt a surprising amount of jealousy. Huh. She decided not to dwell on that.

Rainbow Dash let out a little coo and moved closer, shifting up against Rarity's seat and looping one foreleg around her. Rarity turned on her seat and did the same, pressing her chest to Rainbow's.

Twilight Sparkle stared, unblinking, as two of her best friends shared just about the deepest kiss Twilight had ever seen, as they ground more and more of their bodies together. She couldn't stop herself from reaching down between her legs. After all, nopony seemed to have noticed her precarious position against Pinkie, maybe they wouldn't notice if she—

On its path to her slit, her hoof found Pinkie's cock. She flinched at its heat, its soft, welcoming texture against the underside of her hoof. She turned and look up at Pinkie's face. Pinkie smiled back, eyes wide and guileless, expression inviting.

“Go ahead,” Pinkie Pie whispered. “I won't make a peep!”

Twilight swallowed, then shifted up a bit to fit her hoof between her dripping crotch and Pinkie's stallionhood. She rubbed gently for a moment or two, eyes still on the lip-locked couple across from her, but her self-ministrations left her wanting. She hesitated, gaze dropping down to Pinkie's delicious looking penis, and took a risk. She slid back down until her sex was pressed right up against the base of Pinkie's cock, then reached her hoof around behind it pressed the shaft harder against her body.

Pinkie did her best to muffle it, but a low, almost inaudible moan escaped her throat at the contact. No surprise, stimulated as it was by Twilight's pussy on one side and her hoof on the other. 

In slow, drawn out motions, Twilight flexed her hips, humping against Pinkie's length. Her hoof rose and fell and along with her motions, squeezing slightly. Pinkie's cock twitched and flexed with every stroke. Twilight could feel her own peak approaching. She looked back up at Rarity and Rainbow.

At some point Rainbow had moved from her spot beside Rarity's chair to having her back pressed against the edge of the table. Rarity leaned forward, hooves braced on the table to either side of Rainbow Dash, as she kissed the batpony hungrily. All rational thought was miles away. Rarity always got lost in kisses. Well, good kisses. So far, against all odds, Rainbow was a very good kisser.

Suddenly her balance shifted a bit too far forward and her rump slid off her chair. Both mares went tumbling under the table to a chorus of gasps and crashes. Rainbow landed first, flat on her back. Rarity crumpled on top of her.

None of the others could see that, of course. They only saw the two lovebirds suddenly fall out of view. It was like a spell had broken. Fluttershy yipped in delayed surprise. Applejack rocked back in her chair, feeling the little droplets that had collected on her seat saturating her fur.

Twilight Sparkle, somewhat lacking her usual situational awareness, bucked harder and faster against the stallionhood between her legs, dragging her clit along the shaft, teasing her hoof over Pinkie's balls, then bringing it up to play with the head of her cock.

Fluttershy was the first to notice. Her eyes dragged across the room, almost unwillingly. Just from the sounds and smells emanating from that side of the room, she had a good idea of what she'd see. Twilight, hornless and desperately horny, bouncing up and down on Pinkie's lap, staddling her rock hard cock, which was now visibly slick from both Twilight's juices and Pinkie's own pre-cum.

Applejack, meanwhile, glanced over and raised a single eyebrow. Fuck, she thought. Twilight looked really hot like that. And, while Applejack wasn't a fan of penis most of the time, Pinkie looked pretty tasty, even as a stallion.

Rainbow Dash and Rarity sheepishly crawled out from under the table and returned to their seats. Their embarrassment didn't distract them from the spectacle at the head of the table for long.

Rarity brought a hoof to her face, covering everything but her eyes. Oh my, but Twilight was… stunning.

Rainbow Dash leaned across the table and smiled broadly, tail swishing behind her. Good on them, she thought. Finally getting the party started.

After minutes of sitting passively underneath Twilight, Pinkie Pie started moving. She thrust her hips up as Twilight slid down her cock, then dropped back down as Twilight rose up, doubling the friction of their contact. Pinkie's breath grew shaky, her motions more and more erratic.

“Twi, I'm… I'm gonna…” she said between gasps. 

Twilight barely heard her. She kept moving, her gasps getting louder and loader as her orgasm loomed. Then she felt it. Pinkie tensed and stopped moving entirely, except for her cock, which slapped up against Twilight's tummy, its tip beginning to flare.

Now, Princess Twilight Sparkle wasn't a virgin or strictly a mare's mare. She'd been with a stallion or two, and she knew what was about to happen. Pinkie's cock was pointed straight up, and she could tell those balls weren't just for decoration. In her pleasure drunk delirium, she was still under the delusion that nopony else had noticed what she was doing, but if Pinkie came… Everypony would know exactly what was going on.

And so, thinking fast, Twilight did the first thing that came to mind. She slid herself all the way up Pinkie's length, lined herself up, and dropped down until her lips stretched around the widening flare. She let out a full-throated moan as it forced her walls open. It was probably the largest thing she'd taken there in years, flared as it was. The penetration was only an inch deep, but that was more than enough.

Pinkie bucked her hips hard, her heavy balls drew in close to her body, and she came, shooting thick jets right into Twilight's pussy. Little trails of white trickled out around her cock, dripping down the shaft and soaking into her coat.

Twilight held herself up on maddly shaking legs as Pinkie continued to unload inside her body. She couldn't feel the actual spurts, but fuck could she feel Pinkie's throbbing dick tugging and teasing at her cunt. After several long seconds, Pinkie went limp underneath her, and Twilight lifted herself up. Pinkie's cock jerked free with a wet pop, and trickles of white ran down Twilight's ass. 

The sensation of Pinkie's wide flared tip spreading her lips on the way out was enough to send Twilight over the edge, and she crashed back against Pinkie's barrel, legs wide and shaking, tail writhing madly in the space between their bodies. Now she could feel Pinkie's release slowly spilling out of her, accompanied by her own waves of marecum. In a small, distant corner of her mind, she realized that this quivering orgasm she was enjoying was probably not very subtle.

Once the tremors finally subsided, Twilight peeked one eye open. She wasn't too surprised to see four pairs of eyes locked on her dripping crotch.

“Umm…” she said, trying to conjure the right combination of words to dispel the awkwardness in the room.

“Aw yeah! That was awesome!” shouted Rainbow. “Seriously, super hot, Twi, and not bad yourself, Pinkie Guy!”

Applejack laughed. “Dang, y'all. If this is how our slumber parties are gonna be now, I reckon I gotta bring plain water instead of cider. You know, for hydration.”

“And maybe I should bring lighter snacks!” Pinkie said. “Nopony likes bucking with a full tummy, right?”

Fluttershy was burning bright red, but she smiled beatifically and nodded. “I might need to have a word with Discord about springing this on us, but if everypony's having fun…” Her voice dropped to a hush. “You are a very handsome stallion, Pinkie.”

After a moment of silence, Rarity swallowed and said, “You can get off of Pinkie's lap now, Twilight.”

Twilight's face fell, her heart sank. Knowing that she'd made even one of her friends uncomfortable hurt. “Right, of course. I'm so sorry, Rarity. I didn't mean to do that in front of everypony, and if you need to leave—”

“Darling, please. You should get off Pinkie because it's your turn!” With a flash of magic, she launched the die Twilight's way.

Twilight looked down at the little black cube on the table and laughed. “Oh, Celestia, that's right.” She levitated the die into the air, then floated the empty cider bottle closer. “I hope you don't mind if I stay here though.” She gestured with a forehoof down to her soaked pussy. “I don't trust my hindlegs right now.”
> 6 – Dragon Riding (Twilight's Turn)
> --------------------------------------------------------------------------

“Wait!” Rainbow shouted as Twilight picked up her die. “I… um… I need to use the little fillies' room.” She fidgeted on her chair, her bat wings ruffling adorably.

Applejack chuckled. “Aren't we a bit beyond that now, sugarcube? If you're that hot to trot then—”

“No, seriously. I drank, like, four bottles of cider just now.”

“Oh,” Applejack said sheepishly. “Right, course.”

Rainbow hopped out of her chair and started for the door. 

“We'll wait for you,” Pinkie Pie said as the batpony trotted out of the room.

“Thanks!” Dash called back from out of sight.

The door closed behind her, and the room was plunged into another moment of awkward silence. Twilight shifted on Pinkie's lap, slowly becoming more and more aware of just how blatantly sexual she looked. Legs splayed, hair mussed, her slit dripping and slightly spread from its recent penetration. And then…

“Pinkie, I'm sorry that I, um, did that. Without asking.”

Pinkie let out a languid sigh. “That's okay, Twi. I would have told you to get off if I wanted you to. Or just moved you!” Pinkie Pie reached out with her forelegs, wrapped them around Twilight's middle, and hugged her tightly to her chest, nearly lifting Twilight clear into the air in the process. “Earth ponies are strong, remember! And I'm a big earth pony now.”

“Sure ya are, Pinks. Even as a guy you're pretty dang average for an earth pony.” Then Applejack accidentally glanced down at Pinkie's still semi-erect penis and flushed. “I mean, overall. Your whole body. I don't know enough about stallion bits to really say.”

“I do!” Pinkie said with excitement. “I've seen big ones and little ones and all the ones in between.” When everypony else stared at her, she said, “What? It comes with the party territory. You're all acting like you've never been to an orgy before.” 

Glances were exchanged at that, to say the least.

Twilight fluttered her wings and kicked her hindlegs a little. “You can let me go now, Pinkie. I think I'm ready to go back to my chair.” The earth pony loosened her hug, and Twilight hopped over to her seat with a flap of her wings and settled onto the cushion. It was a nice cushion, a cushion suited for royal rumps, but Twilight immediately judged it to be inferior to Pinkie Pie's lap. And, of course, her soaked, cum-filled pussy was absolutely going to ruin the upholstery in a moment.

With her passenger finally disembarked, Pinkie Pie straightened in her chair and peered down between her own legs. “Aw, it's already starting to go down. That's the worst thing about dicks, you know. They get tired way too fast.” She reached down with one hoof and gave her cock a few slow strokes. “Hmm. You're right, Applejack. It is pretty average. I like it though!” Pinkie Pie stood up and trotted away from the table to give her friends a view. Her half-hard cock hung beneath her stomach, a thin line of semen trailing from the tip. “Not bad, right?”

Applejack frowned. “Sure, I guess. If that does it for you.”

“I like it,” Fluttershy whispered. “Um, that is to say, it's… nice that you like it.”

Rarity patted Fluttershy's shoulder gently. “Now, now, no need to be embarrassed, darling. She does look like quite the appealing young stallion.”

The door opened and every single one of them jumped.

Rainbow trotted in and smirked at the room. “Sheesh, it's just me, calm down.” Her coat was back to its usual sky blue, her wings feathered once again. “Let me tell you, getting transformed from one creature to another while you're trying to pee is weird. I don't recommend it.”

“I guess the bathroom is just far enough away from the dice that the spell fell apart. So, if anypony feels an urgent need to change back to normal, that's a good place to go.”

“But again, don't use the toilet until it's finished. Seriously, it's weird.” She pointed a wingtip at Pinkie Pie. “Especially you. I don't even want to think of the mess you'd make if you started with a cock and ended up without one mid-stream.”

Twilight rolled her eyes. “Thanks for being so protective of my guest bathroom, Rainbow.”

“No problem, boss.”

Once Rainbow returned to her seat, Twilight floated the empty bottle over and took a breath. “Remember, it's okay to pass if you're uncomfortable, especially after, um, that.” When everypony nodded, she set the bottle down and flicked it with a hoof.

A moment later, it stopped, pointed directly to the deer.

“Fluttershy,” said Twilight.

The little deer nodded bravely. “O-okay. I'm ready.”

Twilight passed her a die, then grabbed the other one herself. “On three.”

“One.”

“Two.”

“Three.”

Both dice clattered against the crystal table. 

Fluttershy's die showed a trio of fluttering feathers, the same result Rainbow had gotten on her very first turn. Instantly, Fluttershy felt the sharpening of every sensation. The scent of sex in the air, the heat radiating off her friends, the texture of the cushion, her own needy nethers. She shuddered in place, butterflies swarming in her stomach in anticipation of what their challenge would be.

Twilight's result was a bit more bombastic. Her die once again landed on the species change symbol. Is this thing rigged, she wondered. But of course it was. This was Discord's game. 

Her skin prickled in waves that rolled from her head down to her hooves. She felt her dock growing longer, her tailhairs receding. Little twinges of pain sprouted along her spine as her posture shifted, driving her shoulders up over her hips, straightening the line from her chest to her neck to her head.

The others watched in fascination and horror as the most dramatic change of the night unfolded in front of them. Twilight's coat melted into scales, her legs bent and twisted as her joints wandered and changed orientation. Her hooves split into fearsome claws. Her face stretched out, muzzle extending far past its usual position. 

And she grew. With each passing second, less and less of her fit on her chair, until finally the changes stopped and left a vibrant purple dragon perched carefully on her hindlegs, her tail draping off the back, her majestic wings flared behind her, and her arms braced on the table.

Twilight looked around—and down—at her friends. “Wha-what am I?” she asked through an intimidating set of teeth.

“A dragoness,” Rarity said, a bit flushed. “Think of Dragon Lord Ember, but… well, bigger. You'd surely stand head and shoulders over her. Oh, and you're a bit more serpent-like, I think.”

“No fair,” said Rainbow. “I wanted to be a dragon!” She reached over and ran a hoof down Twilight's side, feeling her scales. “It's a shame you can't test out those wings. I bet flying as a dragon is awesome.” Twilight reached out to playfully swat Rainbow's hoof away, and Rainbow darted back. “Whoa, careful! Those claws are no joke.” Indeed, each of Twilight's new fingers ended in a curved claw that was easily long enough to stab halfway through a pony's leg.

Twilight pulled her hand back sheepishly. “Sorry. I'm not used to having sharp bits.” She turned to her partner. “Ready to turn over a card, Fluttershy?”

Fluttershy nodded shakily. “Yes, I'm r-ready.” She bit her lip. “I t-think the feather side makes you really s-sensitive, by the way.”

Applejack arched an eyebrow. “Aren't you always pretty sensitive? No offense or anything.”

“Not that kind of sens—ah—sensitive,” Fluttershy replied with a slight smile. “It's like my whole body is tingly. It's very strange. Not bad, but strange.”

“Sounds like Discord all right,” Twilight muttered. She turned over the card and immediately felt her face burn. “I think the stakes are rising a bit.”

“No kidding,” said Rainbow dryly. “You just used Pinkie's cock like a vibrator and then let her jizz inside you. What could the card possibly say to top that?”

“But that wasn't on my card!” Twilight argued, blushing even harder at Rainbow's words. “I was only supposed to sit on her lap! And you and Rarity weren't supposed to kiss, you were just supposed to bite her neck! This challenge is… well, I'll just read it.” She took a breath. “Eat out your partner for sixty seconds.”

It was a good thing everypony was out of cider, or there would definitely have been spit takes.

Rarity blinked. Applejack hissed through her teeth. Rainbow let out a low whistle. Pinkie Pie's hooves tapped together in glee.

Fluttershy whimpered. She knew—she knew!—that if anypony so much as touched her down there, she'd be finished. A whole minute…

“We can pass,” said Twilight, gently.

Rainbow added, “You're not even into mares, so it's no big deal if you don't want to.”

“No!” Fluttershy shouted. “I mean, um, we're doing so well, I wouldn't want to put a damper on things.”

Once again, Rarity reached over and gave the deer a gentle pat. “If you want Twilight to bury her dragon tongue so deep inside you that you scream, you should say so.”

“Oh my.”

Twilight's heart was pounding as she stood up from her chair and made her way across the table to Fluttershy. Perhaps this wasn't all that scandalous after what she'd done with Pinkie, but that had been a spur of the moment thing, a slippery slope into lewdness that she hadn't seen coming. And, even more importantly, she hadn't thought anypony else would notice at first.

Her claws clicked across the crystal floor with each step. She had a feeling her new form was designed to walk on two legs, but she didn't trust her balance just yet, so she moved on all fours, her wings slightly extended, her long, muscular tail whipping gently behind her. She felt heavy but powerful, a bit like how she'd felt after becoming an alicorn only ten times more so. She danced carefully around the table, worried that so much as leaning on it would shatter its hard crystal surface.

Rainbow Dash's eyes were wide as Twilight walked past her, giving her a wide berth. She was close enough to see the subtle muscles rippling under Twilight's bright purple scales and the light gleaming off the razor sharp spikes along her back. Rainbow was used to ignoring the predatory beaks and claws of griffons, and she'd never had a problem seeing Spike or Smolder as the gentle dragons they were, but she couldn't deny that Twilight's new form was dangerous.

The effect was only slightly ruined by the last of Pinkie's load trickling down Twilight's hindlegs and tail.

Fluttershy turned in her chair and stared up at the approaching dragoness. Apart from her lovely purple eyes, Twilight's face was so different now that it was like looking at a stranger. A stranger who was also an adult dragon with teeth to match. A stranger who was about to go down on her.

“Eep.”

Twilight crouched down so Fluttershy didn't have to peer up at her, then down a bit more. “Just say the word if you want to stop. We won't think any less of you.”

The other mare took a deep breath, then slid her chair back and spread her hindlegs wide, displaying her eager marehood for all to see, lips glistening and slightly parted, revealing a tiny slit of pink. “Be gentle,” she whispered to Twilight.

“Don't worry,” the dragon replied, a bit of a smirk on her face. “I've been told I'm pretty good at this.” Although she'd always used a pony tongue before…

Twilight opened her jaws and let her draconic tongue loll out. She swiped it up over her own lips, and blinked in surprise when she felt the tip graze her nose. She had known dragons had long tongues, but this was ridiculous! It was nearly a foot long, and, after giving the air a few test licks, she seemed able to control every inch of it just as well as her former appendage.

She shifted forward and lowered her face into Fluttershy's lap. A full body shiver ran through the deer, but she didn't move away or close her legs.

Twilight started by rubbing her cheeks against Fluttershy's thighs, savouring the soft deerpelt against her scales. She leaned forward and planted a kiss just above her hips, then trailed downward, leaving little half-kisses in her wake. When she reached the top of Fluttershy's slit she pulled back a little and inhaled deeply through her nose. Twilight didn't understand ponies who disliked the scent of marehood. She found it intoxicating, and it always left her wanting more.

But Fluttershy deserved a bit more time to warm up, so Twilight resisted the urge to dive into the main course. 

She parted her jaws and gave Fluttershy's inner thigh a long lick, pausing just beside the top of her pussy, then quickly repeated the motion on her opposite leg. Her second lick was almost imperceptibly lower.

Fluttershy's teeth were clenched and her forehooves hung limply to either side of her as she resisted the impulse to grab Twilight by her dragon horns and force her nose into her crotch. Twilight said she knew what she was doing, and so far she was definitely living up to her word.

She lifted her gaze from the dragon between her legs and looked around at her friends. They seemed only slightly more composed than Fluttershy herself. Applejack's forehooves were moving suspiciously under the table. Rarity's horn was glowing, but she didn't seem to be levitating anything. Both mares were flushed and staring, but only Rarity was actually staring at her and Twilight—and mostly the latter.

Applejack's attention was a bit more fractured. Her eyes would scan over Fluttershy's trembling figure, parted lips, and spread hindlegs. They would travel down to the purple dragon crouched in front of her, with her graceful serpentine figure, down to the tip of her tail and the glimpses she was afforded of what that tail hid. And then, inevitably, her attention would turn just a bit to the right.

Rainbow Dash, in all her prismatic glory, reclined in her seat, almost laying on her back. Her hindlegs were spread wider than Fluttershy's, and one forehoof moved languidly over her pussy, pulling and massaging at her labia one second, rubbing gently at her clit the next. Every time Applejack looked over, it took her longer to look away.

The pegasus was so… at ease! Applejack had a feeling that this was exactly how Rainbow pleasured herself in the privacy of her home, relaxed and unreserved. Without thinking, Applejack leaned out of her chair a bit to get a better angle. She could just about make out every inch of Rainbow's hindquarters, and if she leaned a bit further, she'd be able to see the mare's face, too.

Rainbow noticed the motion from the corner of her eye. She turned to Applejack, noted the flush on the earth pony's cheeks, the constant drift of her eyes away from Rainbow's own. Rainbow never stopped touching herself, her rhythm completely uninterrupted. She grinned, then slid her chair back so Applejack had a better view and returned her own attention to Twilight and Fluttershy.

On the far side of the table, Pinkie was similarly subtle. She sat upright on her chair, her cock fully hard once again and sticking straight out from between her legs. Its tip rested just an inch above the edge of the table, and a growing puddle of clear precum was growing underneath it. She ran a hoof up and down her own length, squeezing and massaging her new organ at a steady pace while she ate up the sight of Twilight's cunnilingual demonstration. She met eyes with Fluttershy across the table, who was staring with wide eyes at her cock. Pinkie winked, silently communicating her interest in introducing the two of them soon.

Fluttershy's eyes widened even further, her cheeks flushed deeper.

That same second, Twilight paused her licking to take a breath. She exhaled a mouthful of hot air right over Fluttershy's pussy right as her lips parted and her clit winked out. The sudden sensation was too much for the little deer.

“Oh, oh, T-Twili— ah!” Fluttershy collapsed back against her chair, hindlegs kicking wildly, her hips flexing up off the chair as her marehood convulsed.

Twilight Sparkle pulled back a bit in surprise, but not before her scaly muzzle was sprayed with a generous helping of marecum. She grinned, licked up the mess with her reptilian tongue, and watched, fascinated, as Fluttershy's orgasm continued. She'd never seen anyone orgasm without being touched before. Fluttershy's crotch was soaked and her vulva was quivering and slightly puffy, clit winking out in time with her heartbeat.

Twilight shifted in place, and thoughtlessly placing a clawed hand on Fluttershy's thigh and squeezing a bit, the tips of her digits digging ever so slightly into the soft flesh.

Fluttershy made a sound between a moan and a whimper, and a fresh spurt of juices trickled from her pussy and rolled down the curve of her ass.

Finally, after what seemed like minutes, the deer started to come down. Her head lolled off the back of her chair, her limbs slumped lifelessly, and every few seconds her hips gave a little jerk as the last of the aftershocks racked her nervous system.

“Oh Celestia,” she breathed. “Is— has it been a minute?”

“Uh, I don't think the minute even started. Twilight never even licked you properly!” Rainbow said. “Trust me, I've got a pretty sweet angle.”

Fluttershy's flushed at the thought of her lifelong friend peering between her hindlegs like that. But then, it was hardly a first. She and Rainbow had had their fair share of fillyhood experiences and experimentations, although those moments dropped off pretty sharply after flight school, and by the time they reunited in Ponyville those days were only foggy memories.

Then the rest of Rainbow's statement registered, and Fluttershy yelped and sat upright. “Hasn't started?” she gasped.

Twilight licked her lips. “Nooope. But if you're not too sensitive—”

“I think I probably—” Fluttershy tried to interject.

“—then I think we should rectify that.”

Twilight waited a moment for Fluttershy to pull away or close her legs. When she did neither, Twilight dove in. She planted a kiss at the base of Fluttershy's vagina, then swiped her tongue up over every inch of her outer lips. She pushed in deeper, trying to fit her whole snout inside. Fluttershy was a bit too tight for that, though, so she settled for pressing her lips to her entrance and driving her tongue as deep inside as she could, teasing out all the spots she knew, then even more: places she could never have reached with a short pony tongue.

Fluttershy's second orgasm slammed into her immediately with even more ferocity than the first. Her hooves curled and she moaned louder than she usually spoke. Her hindlegs closed instinctively, and her ankles crossed behind Twilight's head, locking her in.

Twilight pulled back just enough to slip her tongue out of Fluttershy's pussy and move it up to her clit. With a deftness that amazed even Twilight herself she wrapped her tongue around the winking love button and encircled it completely, then slowly retracted her tongue so that every inch of it slid slowly across the little deer's most sensitive part.

Fluttershy howled, and her upper body lurched forward until she was effectively folded around Twilight's head. The sensations wracking every inch of her, vibrating out from her crotch and rattling every nerve, were too much. There was no thought, no other senses, only pure, almost painful pleasure. With nothing else to cling to, she threw herself into it. She leaned forward and wrapped her forehooves around Twilight's long, snakelike neck and hauled herself to a sitting position. Then, using her leverage against the chair and her hold around her partner, she started to thrust back, humping Twilight's face just like she'd humped so many pillows in the past.

The shift in power was almost instant, and Twilight didn't have a chance to respond. She was suddenly locked in place, Fluttershy's thighs squeezing the side of her head, her forelegs commanding her motions. She could have broken free at any moment, of course. A demure little deer is no match for a fully grown dragoness. But escaping was the last thing on Twilight's mind.

She redoubled her efforts, coiling her tongue to spread Fluttershy's insides, stretching it to touch several spots at once, and while she couldn't reach Fluttershy's clit with her tongue from her current position, she could tell that the soft scales of her brow were doing that work for her.

Fluttershy couldn't tell one orgasm from another. She'd definitely had three at least, and even as she rode the aftershocks of one she felt another swiftly approaching. Usually she'd be completely exhausted by now, or too oversensitive to so much as wipe her marehood dry, but now her oversensitivity never veered into discomfort, probably thanks to Discord's magic. She bucked hard against Twilight's face, almost heedless of the other mare's efforts. Sure, the tongue-work was nice, but all she could focus on was the motion of Twilight's snout as it pushed and pulled at her entrance, the texture of scales sliding against her outer lips, and the grinding of her clit against Twilight's forehead.

Finally, something inside Fluttershy snapped. She jolted and pitched forward, her hindlegs unclasping from around Twilight's neck and her forelegs losing their grip. Her upper body landed on Twilight's head and shoulders, and her crotch slid up Twilight's nose and rested on the bridge of her snout. Like a dragon wearing a backward deer hat.

Her limp legs twitched and her stump of a tail wriggled as the last of her energy escaped her. She hung there, unmoving except for the occasional muscle spasm and the slow heaving of her lungs, for a long moment.

Then Twilight sucked in a long, greedy gasp of air. She reached up and gently removed Fluttershy from her perch and set her back down on the chair, then turned to face the room.

Rainbow Dash burst out laughing. The others were only a bit more composed.

“You, your… your face! Your neck! Holy feathers, it's everywhere!” Rainbow nearly fell out of her seat.

Applejack was breathing in tight, controlled bursts to suppress her chuckles. “Y'all might want a quick shower or something, Twi. It looks like somebody cracked a dozen eggs right above you.”

She glared. “Thanks, everypony, I couldn't tell.” She swiped her tongue in a few quick circles around her face, clearing most of Fluttershy's juices off and slurping them down. Then a towel appeared next to her with a flash of purple magic. She she wiped the rest off and banished the towel again. “Was that a minute?”

Rainbow finally managed to get her laughter under control enough to say, “Barely, but it doesn't look like Fluttershy could take another second.”

“Mmmmm,” Fluttershy uttered, somewhere between a moan and a grunt. She was sprawled in a loose pile on the chair, her hindlegs splayed and her hips propped up to avoid brushing her nethers against anything. Trickles of marecum disappeared into her fur and tail, and a bit was already gathering on the chair.

Rarity cleared her throat. “I think perhaps we should give Fluttershy a rest for a few rounds, hmm?”

“Yeah, I reckon she's a little tuckered out.”

Rainbow leaned over and nudged Applejack in the ribs. “More like 'fuckered out,' right? Right? AJ, right?”

Applejack sighed and silently cursed the beautiful idiot beside her.

Twilight returned to her chair and reached for her glass of cider. Empty, of course. She quickly summoned a pitcher of water for the table and refilled her cup. She took a deep gulp, washing away the remains of her challenge. “All right then. If we're all ready…”

And all eyes turned to the farm pony.

Applejack looked around at the room and saw a dragon, a deer, two tomcolts, and a stallion, and she licked her lips. “Hurry up and pass me a die already.”
> 7 – Diamond Connection (Applejack's Turn)
> --------------------------------------------------------------------------

Twilight levitated one of the dice in front of Applejack. She then quickly surveyed the room and poured another glass of water from the pitcher she'd summoned and set the glass down in front of Fluttershy.

The pegasus-turned-deer was starting to come to her senses, one at a time. Her sense of smell came first, along with the wafting odour of sex and sweat and cider. It wasn't nearly as unpleasant as she expected, but it did underscore just how real the last minute had been.

Touch was next. The mild ache in her loins, the chair underneath her, the wet spots dotting said chair. Then sight, the unadorned crystal ceiling above. Sound crept in, fuzzy, unintelligible voices from all sides. Finally, she licked her lips and tasted, well, nothing, apart from how dry her mouth was. She gathered every iota of strength she had left and slumped forward into a sitting position and looked around through lidded eyes.

There was a glass of water on the table in front of her. She grabbed it and chugged. “Thanks,” she gasped. She noticed a spill on the table next to her drink. Oh dear, she was so frazzled that she'd dribbled a bit of water in Twilight's castle! How terribly rude of her. She moved to wipe it away with a hoof and found it thicker and stickier than water. Oh.

She looked down at the floor under her chair. There were droplets everywhere, even some puddles! Oh, Celestia, she'd made a mess.

Twilight noticed her expression and laughed. “Don't worry about it, Fluttershy. Crystal's easy to clean, even if I didn't have magic.”

Rainbow laughed. “Make sure you take care of it before Spike does his rounds. Wouldn't want a baby dragon cleaning up after a bunch of horny mares.”

Twilight's snout wrinkled.

“And the floor's lucky that Twilight's face caught the worst of it,” Rainbow continued. “You shoulda seen it, Shy. I've seen drier bukkakes!”

“Oh, um, what's that? I've never heard of a… what did you say, 'bukkake?'”

Rainbow's eyes widened slightly. “Does anypony else ever feel like sometimes they'll say something and the age rating suddenly changes? No? Just me? Cool, never mind then.”

Applejack held the spinner bottle in a hoof and looked around the table. They were all her friends, of course. She loved them, and they were all attractive mares from one perspective or another. So why would she have any preference for where the bottle landed?

She didn't, clearly. Clear as day, she didn't care.

She spun the bottle. Watched it slow down. The tip slid past herself, past Rainbow Dash—dang it—past Fluttershy and Pinkie Pie—a bit of relief on that last one—before finally stopping at…

“Darling.”

Applejack gulped. “Sugarcube,” she replied. She wished she sounded half as confident and seductive as Rarity did.

Rarity retrieved a die and levitated it in the air beside her. “Shall we?” She grabbed the other die in her magic and tossed it toward the earth pony.

Applejack inspected the die, taking her first close look at the symbols on its sides. They all seemed deeply ominous. She looked up at Rarity. They locked eyes and simultaneously rolled their dice.

Rarity's landed first. An X.

It was like a switch was flipped. One second, Rarity looked svelte and chiseled, and the next she looked as soft and curvy as ever. There was no fanfare, no transformation sequence. Her body just changed in the blink of an eye.

Applejack suppressed a sigh. Rarity was, of course, the picture of feminine figure and poise, but that slightly sharper version of her had definitely warmed the farm mare more than usual. Then she realized that she still felt a touch warmer than usual.

Oh, her own die. She glanced at it. Huh. Wasn't that the symbol Rarity rolled on her first turn?

And that was all the time she had to ponder before her body started to tingle and morph, ripples passing through her flesh, prickles spreading across her skin, transient aches and pains needling her bones. She felt dizzy and also strangely light, like if she didn't keep a hold on something solid she would start floating away.

Across the table, Rarity watched Applejack's transformation with fascination. It seemed to be similar, if opposite, to her own transformation a few turns back. The mare's powerful, well-defined muscles seemed to fade and diminish. Her broad, sturdy shoulders sloped. Her bold features softened. All subtle changes, but they added up to a picture of a much different pony. A narrower pony, and possibly a slightly taller pony, but definitely not a harder one.

Finally the changes seemed to stop. A second later, Applejack flinched in her seat and drew her hindlegs in toward her body reflexively as the sensations concentrated in her lower stomach and between her thighs. She shuddered, and then peeked an eye open and scanned the faces around her.

“Well?” she prompted, her voice coming out… differently. Not higher or lower, but a subtly different timbre and quality.

Rarity pursed her lips. “Hmm, it's rather hard to say. You're certainly still an earth pony, and your mane and coat seem much the same.” She tilted in her chair to look from multiple angles. “You look… slighter? A touch less rugged?”

Pinkie Pie giggled. “You look like an orange Fluttershy with braids and no wings!”

Twilight rolled her eyes. “That's a bit of an oversimplification, but Pinkie's not too far off. I can't believe I'm saying this, but Discord's magic is turning out to be surprisingly subtle.”

Applejack shifted on her chair, only half listening to the conversation around in response to her question. Most of her attention was centered on the strange sensation of her entire body being just a bit off. Working on a farm was tough work, and you had to be pretty familiar with your flesh and bones to do it day after day without hurting yourself.

Muscles she had been able to depend on for over a decade were softer and strangely distributed. Even without moving, she could tell that her center of gravity had shifted. She had always been like a tree planted in the earth: solid and unwavering. Now a single good shove would probably send her reeling. It was, altogether, not a pleasant experience.

Oh, and she also had a penis now. That part was fine. It was tucked between her pelvis and the chair, slightly out of its sheath. If not for the other changes those new sensation would probably have driven her stark raving, but stacked up against everything else… She'd always kind of liked being on top with a strap-on anyway. Not exclusively, course, but if the night was going to keep going the way it was going, why the heck not?

Applejack blinked and refocused her gaze on Rarity across the table. “Looks like your spell wore off.”

“Oh, has it?” Rarity glanced down at herself and shrugged. “Incredible how quickly one gets used to Discord's enchantments.”

“I hope so,” she muttered. But the night was a-wasting, so she raised a hoof and placed it on the deck of cards. “I ought to warn you, I got some of the same juice Pinkie got. Down there.”

Rarity raised an eyebrow. “Oh, I see! How fascinating.”

“Hmph. And why's that?” Applejack asked, fully expecting a jab of some kind.

“Why, you're more feminine than ever, darling. You look like you belong on the cover of a terrible romance novel about a dashing stallion from the big city moving out to the sticks and meeting a beautiful yet unrefined country filly with sweet eyes and a sharp tongue.”

Everypony absorbed that in silence for a moment.

“Ahem,” Rarity continued, looking a bit red, “I was just noting that it's fascinating how these dice work. Pinkie looks very much like I'd expect her to look had she been born a stallion, and yet you look much the same as before if you'd only spent less time in the fields and more time in a spa.”

“Plus a cock,” Applejack said flatly.

Rarity raised an eyebrow. “Well, yes. Hardly a disqualification in my books. Just a matter of a few extra stitches in a pair of pants. Or, in our case, a little more huffing and puffing.”

Applejack was only barely following Rarity's train of thought at that point. So she turned over the card and squinted at the words. “Suck me off,” she read, verbatim, then froze.

Rainbow Dash burst out laughing. Twilight looked stunned. Pinkie Pie clapped her hooves.

Rarity raised an eyebrow. “A bit forward, darling, even in these circumstances.”

“It's what the card said,” she rushed to explain, but Rarity was already rounding the table. “Wait, wait!”

“Wait?” Rarity pulled up short. “I'm terribly sorry, Applejack. I assumed that at this point in the evening, and with how impatient you seemed…”

Applejack took a breath. “Nothing to be sorry for, sugarcube. I wasn't saying 'stop,' just… give me a second. Y'all seemed to handle the changes fine, but I'm feeling all out of sorts.”

Rainbow Dash spun around on her chair to face Applejack and leaned forward. “Oh man, what's it like?”

“I guess it's not… so bad,” Applejack said after some consideration. “It's just… I've been one way my whole life, you know? I got older and bigger and all, but those were slow and steady, nothing like this.”

“Pfff, well, it's not like you grew out of having a dick or anything. I didn't ask Pinkie cause she's, you know, Pinkie…” Pinkie nodded sagely across the table. “… but you… you've gotta tell me what it's like.”

“Didn't I just tell you?” Applejack asked.

Rainbow blinked. “I mean, I guess, but I want to know the details! And what a blowjob's like!”

Of course she did. Applejack couldn't help but grin. “If we keep playing long enough, Dash, maybe somepony more hog-wild than me can show you first-hoof.”

“Hog-wild?” Rarity said, bemused. “Is that pun? You can't be feeling too dreadful then.”

Applejack shifted on her seat and wriggled her limbs. Now that she'd had a minute or two to get used to the changes, she supposed they weren't as overwhelming as they seemed at first. She made eye contact with Rarity and nodded.

Rarity smiled sinfully. “Excellent. My turn to demonstrate some expertise.” She turned to Twilight and smiled wider, baring teeth. “Much as Princess Twilight admitted earlier, I've been told I'm quite skilled at this.”

Twilight flushed, but her expression remained impassive. “Then why don't you put your mouth where your mouth is.”

Rainbow Dash rolled her eyes.

With slow, languid motions, Rarity approached, her hips rolling slightly with each step. Applejack thought it was a bit over the top. Why all the coyness and seduction when everypony knew exactly what Rarity was about to do?

Not that she was complaining. It was a joy to watch.

The unicorn stopped beside Applejack's chair, grabbed both it and its occupant with her magic, and turned them to face her. The chair barely made a sound as it slid. Rarity couldn't have moved her like that before, but apparently now Applejack was a light, dainty thing. Applejack felt the pit in her stomach grow again. She did her best to ignore it.

Rarity leaned in and put one hoof on the edge of the chair, inches from Applejack's leg. “Lean back,” she whispered.

Applejack took a jittery breath and complied, sliding down in her seat and spreading her hindlegs to reveal her half-hard cock. Only a few inches of it hung outside her sheath, but there was already a bead of precum on its tip. Applejack looked down at herself, blushed, and then grinned. She struggled to suppress a laugh.

“Everything all right?” Rarity asked, taking a half-step back. “You look…”

“Ah, it's nothing. Just funny.” Applejack wiggled her hips and chuckled as her new organ bounced back and forth. “Reckon I've never paid enough attention to just how plain ridiculous these things are.”

“Don't let a stallion hear you say that,” said Rainbow. “They'll turn to dust on the spot.”

Applejack shrugged. “All the same to me.” She bucked her hips again and the head of her cock flopped up against her stomach before slumping back down. Hilarious.

Rarity felt her eyelid twitch. “Darling, if you could… ahem, Applejack!”

“Hmm?” said the farm mare, finally sitting still.

Rarity sighed, then placed a gentle hoof on her thigh and spread her legs wider. Without further ado she leaned in and placed her cheek against the side of Applejack's shaft. She inhaled. “Ah,” she said, her eyelids flitting.

“Something wrong?” Applejack asked.

Rarity let out a contented sigh and ran the barest trace of her cheek down Applejack's length until her nose was inches from the tip. “Not in the slightest. Most stallionhoods have a distinct odour to them—not an unpleasant one, necessarily, but an odour nonetheless. You, on the other hoof, have an aroma all your own, and I'm quite appreciative.”

Applejack smirked. She reclined further in her seat and twisted her neck to look at Rainbow Dash beside her. “Never thought I'd have Miss Rarity sniffing at my crotch like a horndog in August.”

Rainbow snorted.

Rarity huffed. “That's no way to refer to a lady. Especially one who's about to engage in oral sex with you.” She opened her mouth again, and Applejack was sure she was going to continue speaking, but instead she delved forward and wrapped her lips around the tip of Applejack's slowly hardening cock.

The earth pony jerked in her seat, forelegs all but pinwheeling as she was assaulted by sensation. Whoa nelly. A wordless moan escaped her. This was something else.

The cock between Rarity's lips hardened almost immediately, sliding into her mouth as it grew until the tip brushed against the roof of her mouth. She could already tell that Applejack wasn't much bigger than Pinkie—average, but by no means disproportionate or even easy to handle. She swallowed and carefully schooled her gag reflex, then relaxed her jaw and slid forward.

Applejack gasped and her hips started to buck before she caught herself. A bit of teasing was one thing, but if she accidentally choked Rarity with her magical tallywacker she'd never hear the end of it.

Rarity smiled as much as she could. She swallowed again, a mix of saliva and precum sliding down her throat. Her horn glowed, and a haze of blue magic formed under the base of Applejack's penis, supporting and guiding it into her throat, moving slowly up and down as it went.

Her lips closed and she swirled her tongue around the head, flicking at the tip, caressing the bumpy edges of the glans. Rarity was a modern, flexible mare with refined tastes, but there was something about a cock, its taste and shape and texture, that was simply irreplaceable, and as she continued to work on Applejack's tool, her own tail started to jump and flex away from her rump.

Twilight Sparkle, who was still licking the last traces of Fluttershy's cum off her teeth, who could still feel the residual stickiness of Pinkie Pie's semen on the scales between her legs, was moonstruck by the glorious sight before her. 

Rarity's hips were held high and her tail strained to the side, revealing every picture perfect feature of her flank, dock, ass, and vulva to Twilight's greedy gaze. Rarity let out a slow moan, and her clit winked out a moment later.

Twilight's right hand—equipped with five wonderful, dextrous fingers—worked its way across her lap and down to her own lower lips. Dragons were a bit different down there, but after a few gentle thumb-strokes, Twilight found her rhythm. After a few seconds of laser-focused masturbation, she remembered where she was and looked around at her other guests.

Pinkie Pie was already stroking herself in long, slow motions, her cock poised just above the line of the table, in sight of everypony.

Rainbow Dash watched, motionless, but her hindlegs were still flung wide and Twilight could see the sheen of fluid on her dark lips.

Fluttershy… Fluttershy was still catatonic, slumped in a heap in her chair, barely even looking at the action beside her. Twilight felt a small bubble of pride at that. Discord's magic may have helped, but her dining skills were clearly as sharp as ever.

She turned her attention back to Rarity's ass and her hand back to her own pussy and enjoyed the show.

Applejack wouldn't say that she preferred this blowjob to the oral sex she was used to, but there were some clear benefits. She could see so much more of what Rarity was doing, for one. When her past partners had eaten her out, at best she could barely see their eyes, and usually it was all forehead. As Rarity allowed more and more of Applejack's equipment into her mouth, the earth pony marvelled at the bright red blush over her face, the lust in her eyes, the tight ring her lips made around the shaft, the slight bulge at her cheeks.

Rarity retreated, letting Applejack's cock escape her mouth with a slight pop. “Mmmmh. The taste is even better than the scent. I almost feel bad keeping you all for myself. Alas, a dare is a dare.” She stood up and leaned in close to Applejack's ear. “And I don't intend to let the librarian outperform me in the bedroom.” She slid back down Applejack's torso and returned to her crotch, tongue finding Applejack's balls immediately.

“Oh, ah, dang,” Applejack muttered. Now that was a strange feeling. She had some basis for other parts of her new anatomy. The tip of her cock was a bit like a large, less sensitive clit, the shaft was like her lower lips and her inner walls. The sack, though… it wasn't overwhelmingly pleasurable or even especially stimulating, but fuck was it different. Her head fell back against her chair and her eyes closed as Rarity continued her delicate work.

The unicorn had just taken Applejack back into her mouth, and her own eyes were loose and unfocused as all her concentration was dedicated to the work of her lips, tongue, and throat.

A few seats over, Rainbow Dash saw her opportunity. She pulled herself into a seated position on her chair, finally hiding her sex from the rest of the room. Then, one hoof at a time, she crept off her seat and approached Rarity and Applejack from behind.

Twilight was the only one to notice as the pegasus slid across the floor; any noise she made was covered by the wet slurping and sucking sounds coming from Rarity's maw. She stopped directly behind the unicorn, perfectly obscuring Rarity's wonderful rear from Twilight's view and replacing it with Rainbow Dash's own toned ass, slim thighs, and dripping pussy. Twilight's clawed hand paused at her own entrance, and for the life of her she couldn't figure out why. Rainbow Dash was one of the hottest mares in Equestria. Since joining the Wonderbolts she'd been in magazines and advertisements—pictures taken at angles to hint and tease at exactly the view she was enjoying now.

But it wasn't Rarity, was it? Twilight swallowed hard. Oh. She wanted to fuck Rarity. And more than that, now that she considered the possibility. There was a whole realm of wholesome, romantic things that were a little hard to fully conceptualize in a room full of pheromones and ponies in various stages of sexual delight. That could come later. Right then, she wanted Rarity underneath her, and if this dumb game didn't arrange for that soon then Discord would have a lot to answer for.

Meanwhile, Rainbow Dash hovered behind Rarity's exposed backside and licked her lips. She'd gotten a taste of the mare earlier, but now she wanted something a bit juicier than her neck. She leaned in and slid her tongue all the way from the underside of Rarity's barrel up to her vulva.

Rarity moaned and tensed. She hadn't expected anypony to do something like that out of turn. She wanted to turn around and find out who was so brazenly enjoying her body, but that would mean leaving Applejack unattended, and that wouldn't do. Then, from the corner of her eye, she noticed the empty seat to her right. Rainbow Dash. She felt a little pang of disappointment. How odd.

Rainbow Dash worked over Rarity's pussy, sliding her tongue between her folds and caressing her lovebud with a tenderness that ponies who only knew her outside of the bedroom would probably be surprised by. But Rainbow was a sensitive mare in those areas, so she always took care to treat her partners how she'd want to be treated, and that was with care and patience. She doubled back down to the base of Rarity's sex, swiping across her opening, then pressing lightly inside.

Rarity released a moan, muffled by Applejack's cock but unmistakably one of pleasure and suspense.

Emboldened further, Rainbow continued her trajectory upward, revisiting with Rarity's clit with a cheeky tongue flick on the way. She pressed her mouth to Rarity's perineum and sucked for a moment, then completed her tour with a bold lick across the unicorn's tailhole and over her dock.

Rarity's entire body stiffened, and she managed a choked neigh of surprise. She wasn't a complete stranger to anal, but she certainly hadn't expected it with any of her closest friends. They were all so simple, so sweet and innocent, and yet there was Rainbow Dash, licking her ass without reservation. 

Then she remembered the shaft between her lips and the challenge that had precipitated it. She squeezed her eyes closed and tried to refocus. She pressed down, engulfing most of Applejack's length in her muzzle, and tongued at her medial ring. She counted her breaths, making sure they were measured and productive and timed just so lest she dribble any of the wonderful concoction of saliva and pre-cum that had started to pool in the back of her mouth.

Applejack shifted anxiously on her chair. She could just barely see Rainbow Dash's rump and tail over Rarity's head, but nothing more. Her hips flexed as her brand new organ throbbed and jerked at the pleasurable treatment it was receiving, and yet all she could think of was how frustrating it was to have Rarity between her and that other mare.

Rarity increased her speed, bobbing her head on the top half of Applejack's shaft, occasionally licking and sucking at the tip. Her magic continued to massage the bottom of the shaft, squeezing and pumping at just the right speed to push the earth pony toward her climax.

And just behind her, Rainbow Dash accelerated her ministrations as well. After giving Rarity's pucker another quick tease she returned to her pussy, lapping at Rarity's hood until she winked, then pulling back to give her clit a light suckle before diving back in. It wasn't as technically impressive as Twilight's demonstration by any means, but it was just as effective in raising the unicorn's heart rate and crushing her concentration like a tin can.

Rarity paused her work as she felt herself wink again, and when Rainbow wrapped her lips around it, she shuddered and moaned, inches from her second orgasm of the night. The sudden flash of sharp pleasure caught her by surprise. Her throat convulsed involuntarily, and she gagged.

In an instant, Applejack had Rarity's head in her forehooves and had withdrawn entirely from her mouth. “Are you all right, filly? Need a break?”

Rarity took a few quick gasps of air, then pouted. “Applejack, it's rude to interrupt. I'll let you know when I need a reprieve.” She looked over her shoulder and narrowed her eyes at the meddlesome pegasus who continued to eat her out with dedication. “This would be easier without an uninvited third.”

At that, Rainbow pulled back, her entire lower face matted and sticky with mare cum. She licked her lips. “Oh, sorry Rares. I can stop,” she said.

Rarity glowered. “Don't you dare,” she said, then shoved her rump back into Rainbow's face and looked back down at Applejack's crotch.

Despite the interruption, the tip of her cock was starting to flare, and it seemed to twitch in time with the earth pony's heartbeat. Good, thought Rarity. Home stretch.

She extended her tongue and circled the flare, then relaxed her jaw and stretched her lips around Applejack's cockhead, the tip wide enough now that she couldn't help grazing it with the sides of her teeth. She steeled herself, then dove forward until the thick, flat head touched the back of her throat. She winced, her eyes starting to water, and continued forward. Another inch, two, almost three, and then she pulled back, suckled hard, and pushed forward to swallow again.

She moaned through Applejack's cock as Rainbow Dash moved past simple licks and suckles and kisses and moved in deep, most of her muzzle sliding into Rarity's opening, her tongue flicking deep inside, caressing a spot that never failed to push Rarity over the edge. She spasmed, her hind legs nearly failing her, and her tailed whipped. Her walls clenched as she came, grasping onto the tip of Rainbow's muzzle. The pegasus slurped and gulped down the trickles of fluid splashing against her and rolling down her chin.

At the other end of the unicorn, Applejack's fuse was getting short. Her hips jerked and buckled involuntarily, jabbing her shaft deeper into Rarity's throat. This wasn't like the orgasmic throes she was used to—she wasn't spasming or flexing her limbs senselessly. Now, her pleasure drove her in a specific direction: deeper inside. Finally, as the pressure behind her cock reached a peak, she gave up on restraint. Her forehooves found their way down to the back or Rarity's head, and her hips jerked forward, driving her cock fully inside Rarity's maw. Rarity's tongue lolled out, sliding wetly against Applejack's balls.

Rarity had somewhat expected to be throat-fucked at some point during this challenge. It was a common occurrence with stallions, particularly inexperienced ones, and Applejack had never struck her as a delicate, tentative lover. So, when Applejack finally leaned forward and took charge, she did her best to loosen her jaw, relax her throat, and hold her breath as the earth pony humped her face. Perhaps it was for the best that Applejack had ended up with a thin, dainty figure this round. If she had all her usual strength, Rarity's windpipe might have taken a serious beating.

Applejack thrust once more and her balls clenched, her stomach flopped, and she came, immediately filling Rarity's throat to capacity. The unicorn swallowed quickly, gulping down as much cum as she could as quickly as she could, but it proved insufficient to the torrent Applejack was unleashing, quickly pooling in her mouth and trickling out from between her lips.

Finally, oxygen became a priority, and Rarity was forced to pull back. She inhaled sharply through her nose as soon as her throat was clear, because it was obvious that the cock in her mouth was far from depleted. She kept her lips around it and gulped down fresh waves of semen, although now she was able to enjoy it in more detail. Much like her overall scent, Applejack's seed tasted a bit different from stallions she had sampled before. A bit thinner, and with a smoother texture, it reminded her a bit of a particular cream liquor she'd sampled once at one of Fancy's soirées. A bit tangy, but not bad at all.

As her orgasm finally shuddered to a stop, Applejack opened her eyes and saw Rarity, still sucking and licking at the tip of her shaft, and just over her ears, Rainbow Dash, resting her forehooves on Rarity's flank and staring up at her with a cocky grin. “So, how's the dick?” she asked.

Applejack blinked. “Uh… can't complain? I mean, it felt nice and all, and boy howdy are those last few seconds something strong, but it wasn't that different.”

Rainbow scowled. “Seriously? A once in a lifetime magical mishap gives you a cock and a hot mare eager to suck on it, and it's just 'nice'.” She patted Rarity's ass with a hoof. “Maybe Miss Rarity isn't the hotshot cocksucker she claims.”

“How dare you, Rainbow Dash.”

Twilight raised her voice to call, “Let's all be nice. I'm sure AJ's just a bit stunned from all the new experiences.”

Rarity huffed and rose to her hooves, her hind legs still slightly tingly from her own climax, and marched back to her seat. “In any case, I believe that wraps up our challenge.”

Applejack looked down at her slowly softening cock, glistening with saliva. Rainbow Dash peered at her unshielded crotch with equally unshielded interest. In a flash of sudden self-consciousness, Applejack closed her hindlegs. Rainbow frowned and also trotted over to her own seat.

Dang it.

Twilight looked around the table with her sharp, reptilian eyes. “I guess that's one round finished.”

Everypony exchanged looks. There was a feeling in the air, a kind of unspoken expectation, a shimmery, uncertain excitement.

Fluttershy cleared her throat. She had only just recovered her wits on time to watch the end of Rarity's performance. “Seems like a bit of an anti-climax. Um, I mean, obviously you two just did…” She blushed a bright red at her own words, and her gaze drifted to Applejack's covered crotch. “I just mean… it seems like a waste to end the night there.”

“Yeah!” shouted Pinkie Pie. She jumped onto her hooves atop her chair, her cock bouncing like a door stopper underneath her barrel. “I want another turn!”

Twilight licked her lips. She wouldn't mind a second round, especially if it was with a particular pony. 

“Well, if everypony's in agreement… I guess that makes it Rainbow's turn again,” Twilight said. The spinner bottle rose into the air and floated toward Rainbow Dash's seat.
> 8 – Not Quite Satisfied (Rainbow's Turn)
> --------------------------------------------------------------------------

Rainbow snagged the bottle in the crook of her forehoof and looked around the table. All good outcomes, of course. The fate of the dice… maybe a bit less so, but so far the night had proven that even Discord's weird magic was worth enduring in exchange for a chance with her friends.

“This is weird, isn't it?” Rainbow said without really thinking. When everyone else at the table froze and stared, she clarified. “I mean, not that we're screwing each other. That's awesome. Glad I decided to show up tonight, that's for sure. I just mean… obviously we're all into each other.” She glanced at Fluttershy, who was still beet red and jittering from the sheer intensity of her recent climaxes. Fluttershy met her gaze and bit her lip. “Even the one pony who I was sure was totally straight.”

Rarity clicked her tongue. “Now, Dash, it's in terribly poor taste to challenge another's identity like that. If tonight leads to our dear friend re-assessing her sexuality, that's her business alone.”

The deer friend in question flushed even brighter. “Oh, it's okay, Rarity. Rainbow is right. I guess I… I think you're all very pretty—” Rainbow grumbled at that. “—and I trust you all so much. I do mostly like stallions, but I think you girls are sort of… exceptions?” A certain pink something winked at her from across the table, and her blush deepened.

Rainbow sighed. “Yeah, yeah, details details, mushy mush. All I'm saying is… it's crazy that we haven't done anything like this before, right?”

Another long silence.

Twilight was the first to break it. “I've had a bit of a crush on all of you at one point or another. Nothing too serious, but I've been to the bucket of worthless relationship self-help books a few times. Every time I think I decided that our friendship was better than any romantic or sexual relationship could be.” She resisted the urge to glance at Rarity. “Barely,” she added in a whisper.

“For my part,” Rarity said, “I think I simply misjudged… well, everypony. Ponyville isn't exactly ripe for sexual escapades, and you all fit in so nicely here I assumed the same of you. I must unfortunately admit that Discord has somehow taught me a valuable lesson about presuming things about others tonight.” She huffed. “Then again”—she turned to Twilight—“you chose the game, and I would much prefer to give you the credit for breaking through that wall.”

Twilight felt the swarm of butterflies in her stomach swirl back to life.

Applejack shrugged. “Never been one for dating. Pretty much all the action I've had over the years was when I was helping out other farms with their harvests. I'll tell you what, you ain't lived until you've had a roll in the hay with a leek farmer.” Then she dropped her gaze and blushed faintly. “But I already make time for y'all, so I wouldn't mind adding dang near perfect sex to the table.” Especially with a particular one of them.

All eyes turned to Pinkie Pie. She blinked and said, “I kept inviting you to sex parties, but none of you ever came. After a while I figured you just weren't interested.”

Rainbow jolted. “Those were real?”

“They did seem like a right decent prank,” Applejack said. “I didn't pay them no mind.”

Pinkie frowned. “Oh. Well, if you're interested, Davenport hosts an orgy at the end of every month. And if you want more action than that, I know a place in Canterlot that's bumping every weekend.”

“How many orgies do you go to, darling?” Rarity asked with apprehension.

“As many as I feel like,” Pinkie said with a smile. “I might need to cancel with Vinyl Scratch tomorrow though. After tonight, I have a feeling I'm going to be preeeeeetty sexed-out.” She waggled her eyebrows across the table at Fluttershy, who blushed and dropped her gaze to the table.

“Well, now that we've all explained ourselves, are you going to spin, Dash?” Rarity asked.

Rainbow looked down at the bottle. She tried her best not to look at the earth pony to her side. “Yeah, yeah, one sec.” She bit her lip and swiped at the neck of the bottle, sending it whirling on its axis. After a few seconds, it slid to a stop, the tip pointing squarely at…

“Oh, me,” Fluttershy whispered. She looked over at Rainbow Dash with wide eyes.

Rainbow tried not to be disappointed. Fluttershy was as gorgeous as anypony, but she was straight (mostly straight, anyway), they'd experimented together before and found it disappointing, and… well, Fluttershy wasn't Applejack. “We can pass if you don't—” she started to say.

Fluttershy was already reaching for a die. “Oh… Did you want to pass?” she asked. Her voice was still a bit breathless from her the workout Twilight had given her, but most of her characteristic hesitation seemed to be gone. She tapped and played with die with one hoof while she waited for Rainbow's answer.

Rainbow shook her head. “No, I'm cool, just leaving the door open for you. Since… you know…”

“It's too late at night to think about my sexuality,” Fluttershy said with a small smile. “I'll figure it out in the morning.” She looked over at Rarity, who still had the other die in front of her. The unicorn noticed and dutifully levitated the little cube over to Rainbow.

Rainbow Dash grabbed the die, met eyes with Fluttershy, and they tossed their dice together. Rainbow's die showed the feathers, and Fluttershy's a big, bold X.

In an instant, Rainbow felt her senses prickle and light up in that strange place between euphoria and overstimulation. She couldn't help the long, low moan that escaped her muzzle. She shivered, the feeling of her feathers against her sides nearly too much to tolerate.

Meanwhile, Fluttershy blinked, and she was a pony again as the die's magic cancelled its previous effects. It didn't do anything about the strange fire in her stomach. She was physically exhausted, touched and licked and fucked more than she'd ever been before, and yet she couldn't help but hope that the evening would provide something more.

“Card?” she prompted.

Rainbow made a funny sound way down in her throat, like a cat being startled awake. She reached out with a twitchy hoof and flipped over the top card. “Scissor,” she said plainly.

Fluttershy frowned. “What does that mean? Is it some kind of riddle?”

Across the table, Pinkie whistled. “Whoa, maybe she is straight,” she marveled.

“No, no, it's a position,” Rainbow explained. All of her self-controlled was redirected to keeping her voice steady and her thoughts in a line. “We need… we need a spot.”

Applejack tapped the table with a hoof. “Wide open surface right here, gals. Hop up.”

Fluttershy flushed, but after a second she jumped into the air, gave a half flap with her wings, and settled down on the crystal surface. She held out a hoof to Rainbow, gesturing for her to join her.

Steeling herself, Rainbow stood up and tensed her finely honed muscles and perfectly coordinated wings. She jumped up and awkwardly rolled onto the table. Fuck, she was a mess. 

“Don't worry,” Fluttershy said. She reached down to help Rainbow onto her hooves. “I got that side on my last roll. The hypersensitivity goes away after a few orgasms.”

Rainbow whimpered.

“So! Um… how do we start?”

Rainbow pulled herself into a seated position and looked Fluttershy over. The other mare cocked her head innocently. Oh fuck, this was going to be interesting. “Okay, first things first, we need to get, um, close.” She waddled forward, trying not to flinch as the cool crystal seemed to sizzle under the burning heat in her hooves. Once she was almost pressed against Fluttershy, she dropped back onto her haunches and looked up at the other mare. “Trust me?”

Fluttershy smiled brightly. “Considering I'm about to do something naughty on a table surrounded by other ponies… yeah, I trust everypony here completely.” She followed Rainbow's example, plopping down onto her rump and bracing herself with her forelegs.

“Scissoring is harder than it's worth, honestly, but it's fun once in a while, and it's a great way to show off.” She wrapped her forelegs around Fluttershy and pulled her in tighter. She whispered in her ear, “Spread your legs as wide as you can and try to fit them around mine. Like two pairs of scissors.” Fuck, between the cold table under her ass and the waves of heat rolling off of Fluttershy's body, Rainbow felt like she was caught between ice and fire. It was like eating a mint and a hot pepper at the same time.

Fluttershy did as she was told, returning the hug and meeting Rainbow's hips halfway. After a few seconds of fidgeting and balance-finding, they were belly to belly.

“Now we just…” Rainbow clenched her jaw, prepared for the overwhelming wave of sensation, and ground her hips forward, her sex sliding against Fluttershy's soft coat. She moaned.

The other mare finally seemed to clue in. She bit her lip and ground back, pressing harder and harder against one another, shifting and seeking, until finally…

“Gaah!” Rainbow gasped and threw her head back as their damp folds found each other. Fluttershy's pussy was so soft, so hot, so enticing against her own. She ground her hips, and their lips slid across one in an extraordinarily stimulating kiss.

Applejack watched the challenge unfolding with wide eyes. Less than a meter away from her, Rainbow and Fluttershy were grinding their crotches together, dripping on the table, gasping and moaning. Well, Rainbow was doing most of the latter. Fluttershy still seemed to be finding her rhythm, a look of intense concentration on her face.

She couldn't help reaching down and grasping her rapidly stiffening cock with a hoof. With awkward, exploratory motions, she began to run her hoof up and down its length, trying to hit all the spots that Rarity so expertly navigated during her own challenge. She had to agree with Rainbow Dash on scissoring—too much fussing for too little pleasure, but fuck was it ever hot to watch. She felt a spurt of her own fluids against her hoof, and she paused. It was slimier than mare cum, and thicker, but it wasn't an unpleasant feeling at all. In fact, after a few more strokes, she found it provided perfect lubrication.

Fluttershy pressed against Rainbow. Her clit dragged over the other mare's slick outer lips, slid inside for a moment, and for a second she understood the appeal. It was an unparalleled feeling of closeness, of intimacy. Like she was inside Rainbow while Rainbow was inside her. The thought made her stomach do a little flip, and she ground harder, rolling and bucking her hips to keep exploring this strange new connection.

Then Rainbow stiffened, her hips jerked wildly, and her head fell back. “F-F-Flutters… fuck!” she groaned as her climax slammed into her. Her clit winked rhythmically only to meet the velvety labia and inner pink of her foalhood friend. Short spurts of fluid trickled over their joined pussies, only serving to make the contact even wetter, even hotter.

Fluttershy licked her lips and kept moving. It was… nice, she decided. Sort of like hugging with some extra closeness. But the movements of Rainbow's crotch against her own weren't exactly driving her wild. However, the feeling of Rainbow Dash orgasming against her body, writhing and winking and squirting right into her own sex… that was something. She focused on the idea, trying to make the seconds of Rainbow's bucking, spasming height last as she finally started to feel her own edge rising.

Applejack's hoof kept up a steady tempo, only pausing when she felt her climax gaining on her like a charging bull. She understood the joke about stallions not lasting long in bed now. It took every iota of her self-control to keep from painting the two tribbing mares in front of her with cum. And, she had to admit, it was only a matter of time now that she'd started to jerk herself off.

Rainbow's orgasm trailed off into a second round of feverish grinding and bumping. Fluttershy did her best to absorb the sight, to bask in the knowledge that she was making Rainbow Dash writhe and squirt with her own body, to delight in the awareness of her other four friends watching intently as she fucked her fifth. And, slowly but surely, that was working.

Then Rainbow Dash seized again and lurched forward into Fluttershy, knocking the other mare onto her back. She rolled on top, somehow keeping their openings connected the whole while, as her pussy started winking and clenching and squirting anew, the steady supply of fluid quickly coating Fluttershy's crotch and ass, a few droplets even making their way down to her tail. Rainbow's forelegs wrapped Fluttershy in a tight hug, and buried her face in the slighter mare's shoulders as she rode out her second orgasm. Her lips, inches from Fluttershy's ear, let out almost soundless gasps and exclamations of pleasure.

Fluttershy was getting close as well now. The mild stimulation of Rainbow's erratic movements combined with the sheer eroticism of the whole evening filling her mind with a euphoric haze of chemicals. She humped up against Rainbow slowly and methodically, her clit now winking out every few motions.

With a final jerk, Rainbow went limp, and then awkwardly slid off onto the table. Fluttershy stared up at the ceiling, her excited pussy still winking wide for everypony to see, and sighed. Her orgasm pulled away from her like clouds in the wind, and she sat upright. “Did we do it?” she asked.

Rainbow let out a little “Mhhhhnm.”

Fluttershy hopped back to her seat and looked up at the room, and after a few very long seconds, Rainbow rolled to her hooves and followed suit.

Twilight looked between them. One ragged and spent, the other looking very pent up and needy. “You two okay?”

“I'm fine,” Fluttershy said quickly. “You're right about it being more about looks than feelings with that position, Rainbow Dash.”

Rainbow looked back at her with unfocused eyes. “Mhm. Yeah… really, um… underwhelming.”

“Oh, you had that funny little sensitivity spell on you,” Fluttershy justified. “I'm sure it wouldn't have taken much of anything to make you cum.” A second passed, and she covered her muzzle. Everypony stared at her with a mix of surprise and intrigue. “Oh dear, pardon me. Climax, not… I just don't know where I picked that up.”

Twilight swallowed. Scissoring was very nice to watch indeed. “I'm happy to blame Discord for that one.” A chorus of agreement came from around the table. Twilight cleared her throat and tried to focus. “Since Rainbow went, I guess that means you're up again, Fluttershy.”

“Oh thank goodness,” Fluttershy exclaimed. She shot forward, grabbed the spinner bottle, and set it down on its side in front of her.

“Well ain't you eager,” Applejack said.

Fluttershy blushed, but only a little. “I got really close,” she admitted. “So… I don't mind going again. Not one bit.”

And she spun.
> 9 – Two Birds With One Stone (Fluttershy's Turn)
> --------------------------------------------------------------------------

The atmosphere was tense as the bottle spun. Fluttershy all but vibrated in her seat and watched as the tip glided past each pony in attendance. After a very long few seconds, it stopped at Rarity.

Fluttershy tried not to be disappointed. She liked Rarity. She was beautiful and patient and understood her better than almost anypony, but… Pinkie Pie looked oh so appealing with her broad muzzle and masculine frame.

Rarity rolled her shoulders. “Me again. I'm not complaining, but the random elements of this game may be to its detriment. Poor Pinkie Pie has only had one turn while Fluttershy has had four.”

“Don't worry about me, Rarity!” Pinkie said. “I may be poor in turns, but I'm rich in schlong.” She reached down and jostled her semi-hard cock for emphasis.

“Of course you are,” Rarity muttered. She levitated a die toward her. “Well then, darling, shall we?”

Fluttershy nodded and tossed her die, not even bothering to look down at it. Rarity spun hers in the air, dropped it, and watched, rapt, as it bounced and spun.

Then the changes took hold.

Fluttershy shivered as a warm, soothing wave of bliss and relaxation swept over her, soothing her sore muscles and wiping any trace of fatigue from her body and mind. She couldn't help but groan as she stretched muscles that felt ready for a fresh day despite the late hour. Her die showed a simple heart, signifying rejuvenation.

Rarity, meanwhile, was immediately gripped by a fierce flurry of changes. Her coat ruffled and thinned, eventually receding into her skin, which was in turn darkening from a pure white to pitch black. Gossamer wings erupted from her back, and she watched in horror as holes formed in her legs before her very eyes.

She looked up at the room with wide, pupilless eyes. She trembled in place. “W-what am I?”

Twilight was very still on her throne, her wings frozen in the air beside her. She counted her breaths until she reached ten. “You look like a love-starved changeling. Do you feel… hungry? Are you in any pain?”

The changeling shifted in her chair, taking stock of her new body. “No… I don't. I feel almost the same as I did before. I am a bit colder though, and I feel strangely naked.”

Twilight nodded. Sparks of magic filled the air around her as she examined Rarity. “I can't sense any changeling magic in you, just chaos magic. Discord's spells are just emulating what changelings are like without actually altering you fundamentally. That's why you look like Chrysalis' changelings even though you're surrounded by all of our love.” A faint blush appeared on her cheeks at her own words. “Friendship is just as potent as romantic love,” she quickly covered. “Anyway, you probably also can't change shape like a real changeling either. All cosmetic, so nothing to worry—”

While Twilight was speaking, Rarity was suddenly consumed in bright green flames, and a moment later, the lustrous white unicorn they all knew and loved was back. Rarity looked down at herself, ran a hoof over her chest, then looked up and grinned wickedly. “You were saying, Twilight?”

She jumped to her hooves and started circling the room. As she passed each pony, a flash of green fire consumed her.

“Party party party, my Pinkie sense is tingling,” said a second Pinkie Pie, although this one was the pink mare's usual feminine self.

The real Pinkie Pie spun in her seat and grinned. “Hi me! It's been a while since I've gotten to play with one of my clones!”

Another flash. “Oh, I hope all of my animals are okay without me,” worried Fluttershy, looking more devious than the actual Fluttershy ever did. Flash. “Wonderbolts! Pranks! Ten seconds flat! Etcetera!” Flash. “Apples and family and whatnot.” Flash. “Everypony look at me! I'm a pretty princess!” shouted a duplicate Twilight Sparkle from behind dragon Twilight's chair. “I'm a great friend and everypony loves me!”

Rainbow rolled her eyes. “Why'd she make fun of everypony but Twilight?” she quietly grouched.

The real Twilight Sparkle was having some trouble finding words. Thankfully Rarity soon trotted back to her chair and returned to her own form with another flash of fire. She peered across the table at the others with glee. “Oh, I could get used to this!”

Applejack raised an eyebrow. “Don't y'all have a challenge to do?” she asked.

“What's the matter, Applejack?” Rarity asked. “Feeling impatient for a certain kind of fun all of a sudden?”

Fluttershy reached over to the stack of cards and flipped one over. She squinted at the words, reading the whole message several times before saying, “Um, I think this is more of a challenge for you.” Apparently Discord couldn't even play by his own rules. She smirked at the thought, then recited, “Climax without touching yourself or being touched by your partner.”

“Oooh, that's a doozy!” said Pinkie. “I've only gotten off without being touched once, and Zecora made me promise not to drink strange potions afterward, so maybe I won't ever again.”

Rainbow raised an eyebrow. “Pinkie, I can't believe we've been playing truth or dare with you for years and none of this ever came up.”

The pink pony shrugged. “I was playing to the crowd. You don't eat ass at a wedding or wear a ring gag to a funeral. But if you really want more sexy Pinkie stories, I've got plenty!”

Rarity held up a hoof. “Perhaps someday soon, but at present I have a challenge to fulfil, and I believe I have just the tools to do so.” Another flash of transformative magic flashed across her, and when the green flames died down, Rarity sat in her seat, apparently unchanged. Then she spread her hindlegs, displaying a flawless dark cock. It was a bit dainty, similar to Applejack's own piece, but it was clearly not just for show, with a promising set of heavy balls beneath it.

Fluttershy stirred a bit at the sight. Even after everything that had unfolded that night, seeing Rarity with her flawless thighs spread in a bold, masculine pose, a hard cock standing proudly between them, and a glint in her eyes inviting her to look even closer… it was a lot to take in. “Oh my,” she muttered, trying to wet her suddenly dry lips.

Rarity smiled wider at Fluttershy's reaction. She reached down to her crotch and hooked a hoof around her shaft with care. Her hips jerked a bit at the sensation. “Mmm, now that's quite something. I can't say that I would prefer it for myself though.” She stroked herself up and down with slow and deliberate motions, all while keeping eye contact with Fluttershy.

And as much as Fluttershy appreciated it… her gaze kept drifting back toward Pinkie Pie, who continued to make zero effort to conceal her own neglected erection, or her muscular hind legs, up to her powerful abdomen… One of Fluttershy's forehooves started to move toward her slit, and she barely remembered the stipulations of the challenge in time to snatch her hoof away.

Rarity seemed to notice the other pony's distraction. She glanced over her shoulder at Pinkie Pie, then at Twilight, who was staring at her with unveiled interest, then back to Fluttershy. “Hmm…”

Fluttershy squirmed. “Um, how long until we fail this challenge?” she asked.

Twilight flinched in her seat and stammered, “U-um, we should start a timer.” An ethereal purple clock appeared in the air beside Twilight's head. “This is a harder challenge, so how about… five minutes?”

“All the time I need,” said Rarity, determination in her voice.

Twilight visibly shuddered. “All right. Time starts now, then.”

The second hand of the shimmering, floating clock swung forward, and Rarity's form was instantly obscured by another blaze of green fire. When it cleared, Rarity was gone, and a familiar stallion sat in her place.

“Nuh-uh, no way,” Applejack all but shouted. “We are not involving my family in our game again!”

Big Macintosh turned to look at his sister and smiled devilishly. “Aw, but I'm always stuck at the farm while you're out with your friends. Can't I play along just this once?”

“Rarity!” A pleading look landed on Applejack's face. “There's gotta be another stallion you can turn into.”

Rainbow leaned over and placed a hoof on Applejack's shoulder. “Come on, AJ, clock's running. Let Rarity do her thing.”

The farm mare tensed instantly at the contact. Then she slowly relented. “O-okay, fine. Just… warn me before you do anything weird. And not a word of this to Mac! Last thing I need is for him to get any ideas about y'all.”

With permission from his younger sister secured, Big Mac stood up from his seat and turned away from Fluttershy. His tail hitched up out of the way, putting his heavy sack and muscular ass on display. “I reckon your friend Rarity is mighty observant, Miss Shy,” said the stallion, flexing one hindleg slightly to further display his assets. “Ain't no way she missed the way you look at me on market days.”

He started to wander around the table, making the most of each step to accentuate his maleness.

Fluttershy was rapt, her body frozen, her thoughts swirling. She used to fantasize about Mac a lot before she became friends with Applejack, but since then she'd tried not to for the sake of their friendship. Rarity's show was dredging all of those buried desires up very effectively. She felt herself wink. Fuck, this might actually work. They might complete this challenge after all.

“Your majesty,” Big Mac said, addressing Twilight in a deeply respectful tone.

Twilight couldn't suppress a giggle. “Yes Rar—er, Mac?”

“The card said that Miss Fluttershy couldn't touch herself, and that I couldn't touch her. Am I allowed to touch anypony else?”

Twilight's breathing quickened, her reptilian tail swishing slowly behind her. “It didn't say anything about that, so… yes. Yes, I think you are allowed.”

Mac took another step toward Twilight, until they were almost nose to nose. “That's mighty comforting to know, Ma'am.” Then he took a step back and spun around to face Pinkie Pie. “Pardon me, Pinkie, but it would be a dang poor sight if I took Miss Rarity's chair while she's out. Mind sharing yours?”

Pinkie caught on immediately. She hopped up and then patted the empty seat with a hoof. “Not one bit! You're bigger, so why don't I sit on your lap?”

“Much obliged,” said Mac. He sat down and adopted the same pose Pinkie had during her first turn. He spread his hindlegs wide, his half-hard cock perched between his thighs.

Pinkie climbed up and leaned back into him, her head coming in just under Mac's chin, her legs splayed over his, her shaft standing up straight just inches away from the larger stallion's own. She squirmed a bit to get comfortable, accidentally (or maybe very intentionally) sliding their cocks together.

Fluttershy's heart pounded. She'd had some very brief experiences with colts in flight school, and she and Discord weren't entirely platonic, but she had never seen such a blazen demonstration of maleness before. The only thing that detracted from it was that she had to keep mentally correcting herself. Rarity was fully immersed in her character, so Fluttershy had no trouble thinking of her—or him, at the moment—as Big Mac, but Pinkie was still… well, Pinkie.

All the same, the sight of their shafts laying against one another, their tails intermingling, their boxy muzzles inches away from one another. Her stomach was swirling, her clit was winking, and five minutes was starting to feel generous.

Big Macintosh hugged one foreleg around Pinkie's torso, pulling her in even closer, grinding their shafts forcefully together.

Then, as if reading Fluttershy's mind, Pinkie tilted her head up until her mouth was next to Big Mac's ear. “You know, if I'm going to look like a stallion for a bit, I should act like it!”

Mac's face twitched, the character slipping a bit. “Ain't that kind of thinking a bit juvenile? Mares and stallions aren't so different.”

“Come on, just call me 'he' for a bit. Until the spell wears off.” Pinkie smiled wide and blew a little huff of air into Mac's ear, making it twitch. “I want to try it out, plus it'll be hot for Flutters!”

The larger pony frowned. “I do wanna win this game… All right. Just let me know if it gets weird and I'll stop.”

“Okie dokie!” Pinkie said brightly, her… his voice husky and sweet. “Oh, and call me… Berry!”

“Berry?” Big Mac said, somewhat derisively. A bit of Rarity's accent slipped in, making him sound more like a snobby Canterlotian than the apple farmer they were familiar with. “I do beg your pardon, but what berry in Equestria is nearly as pink as you are?”

“Winterberries!” the exuberant stallion shouted. “You can't eat them, but they're perfect for decorating, and they're almost exactly the same colour as my coat.”

Mac looked over at Twilight for confirmation. The dragon stared dumbly back for a moment, then blinked and nodded. “She's right. Or… he. I may have missed something.”

“Don't fret, darling. Pinkie is just experimenting. `Tis a perfect night for that.” The words sounded preposterous coming from Big Mac's mouth, but the shred of familiarity set Twilight at ease. Mac looked back down at the smaller stallion in his lap. “With that settled…”

And he looked over at Fluttershy, who eeped aloud at the attention.

Big Mac reached down and wrapped a hoof around Berry's cock, and the bubbly stallion giggled. “Which do ya like the look of better?” Mac asked, settling back into character. He gave the shaft a slow, deliberate stroke, producing a small bead of precum at its tip. “Berry's cock, or mine?”

Right on time, Berry slipped a hoof around Mac's own shaft and gave it a few quick jerks. He tilted it up and down, getting a good look from his position on top of Mac's lap, then leaned down and gave the head a quick lick. Big Mac groaned deep in his throat.

Berry looked up at Fluttershy and licked his lips. “It's a shame you got such a mean challenge now. He's tasty!”

Fluttershy gasped and covered her lower face, her thighs quivering and her mouth watering. She squeaked out, “You both look really… nice.”

Berry grinned. “Ready to take yours for a test drive?”

“Hmm?” Mac muttered, still focusing on Fluttershy's reaction. “Couldn't agree more.”

Fluttershy's eyes somehow opened even wider as Berry pressed Macintosh's cock more forcefully against his own and began to grind his hips, sliding the shafts together not completely unlike Twilight had done during her turn with Pinkie. Big Macintosh was just as surprised as Fluttershy, his eyes bulging and his lips forming silent words. After only a few moments, he recovered and mastered his face into an easy, confident smile again, his hips moving in concert with Berry's enthusiastic rubbing and grinding. Both of them were already dripping precum, which only served to make their counter-motions that much more pleasurable.

Across the table, Applejack, who had been steadfastly staring down at her lap, glanced up and found that she couldn't look away. It wasn't actually her brother, she reasoned, just somepony who looked a lot like him. And since it was actually Rarity under there, a mare she'd had eyes for since they'd met, it really wasn't weird at all that she was staring. Staring at Big Macintosh's pulsating, slippery cock. Fuck.

Fluttershy couldn't sit still, her tail whipping and her limbs jittering. Her opening clenched and dribbled liberally, the marecum trickling down her thighs and the curve of her ass to saturate the chair cushion beneath. Her hooves and wings fidgeted, desperate to touch herself, to touch the stallions in front of her, something. She whimpered aloud, “Fuck me…”

Berry gave her an exaggerated wink as he continued to grind and stroke Mac's cock. “We're not allowed! Don't worry…” he trailed off as Mac shot a spurt of pre that splattered across Berry's stomach. “… I'm sure in a few turns you'll end up with one of us, and we can grab you”—Berry's tip started to flare, and Mac wasn't far behind—“or you can grab us”—Big Mac's hips started to grow jerky, Berry's balls clenched—“and we'll rut you like anima—Ah, oh!”

Berry's climax seemed to catch him unawares as he nearly doubled over on Mac's lap, his motions slowing while his cock shot a thick rope of cum nearly two feet into the air. It arched and splattered on the table, and some of the droplets splashed close enough to Fluttershy that she could almost taste it in the air. She clenched her hindlegs and rubbed her thighs together, but her eyes never left the action.

While Berry's orgasm continued, pulse after pulse, Macintosh grew desperate. He lurched forward, knocking them both to the floor. He caught the smaller stallion and pressed him against the edge of the table, then shoved his hips forward to press their cocks together again. From a certain angle, it would definitely have looked like a mounting position. Mac's hips drove back and forth, grinding his flare against Berry's shaft, growling in anticipation.

Finally his own dam broke. He pressed himself as tightly against Berry as he could and came, painting Berry's underside white and covering the floor in a respectable puddle in no time.

The sight of Mac's bold, instinctual movements, the scent of sweat and semen in the air, the grunts and groans of two horny stallions… it was too much. Fluttershy's head fell back against the backrest of her seat as her pussy spasmed, her heart raced, and she mumbled nonsense. Her mind raced with fantasies. Cuddling with Berry, or Mac, or anyone. Feeling their stiff, hot arousal against her belly, pressing her own wet sex against their leg. Being in Berry's position, braced against the table, while a caring stud pressed into her from behind, filling the empty space that she was gloriously, terribly aware of as the waves of her climax rolled through her.

She sank down in her seat as the last few twitches of orgasmic endorphins faded. She peeked her eyes open and saw the two stallions still limp against the table's edge, their cum-splattered cocks starting to slowly soften and retract. After a few moments, Big Mac slumped back into his seat, and the disguise sizzled away in another flicker of green, leaving a winded black changeling behind.

Rarity turned to look at Fluttershy, glanced down at the pegasus' crotch. “Oh good,” she said breathlessly. “I'm afraid I lost my focus for a moment there, but I believe we were successful.” Then she looked down at herself, her lower body still thoroughly soiled with cum. Berry's, she surmised. Her own emissions would naturally have disappeared along with her form. Not that she was complaining.

“Holy horseapples,” Rainbow Dash piped up. “That was something else. Who'd have thought Rarity would be such a natural top?”

Twilight smiled to herself. “Me,” she said under her breath. Although she'd certainly never expected to see the prim mare in action, let alone as a magical clone of Applejack's brother.

“You know, I could'a sworn I asked you to warn me if y'all did anything weird,” Applejack grumbled, more than a little pink in the cheeks. “And that was weird.”

Berry finally rose to his hooves and meandered over to his seat. “But it was also pretty hot, huh? I know Fluttershy liked it.”

Applejack sniffed. “I s'pose. If you're into that kind of thing.” Then she squinted at the pink pony. “Do you still want us to call you 'him' and 'Berry'”

“Hmm… if you can. Being a mare is awesome and all, but isn't it kind of fun having a 'guy' here? You know, for variety.”

Rainbow grinned. “I like the way you think, Pinks. Or, Berries. Pinkberry.” Her muzzle scrunched. “Can I call you that?”

“No way! I'm not getting sued!”

“What?”

“Don't worry about it.”

Twilight cleared her throat. “Great work, Rarity. Really clever use of your special changeling abilities.”

Rarity turned to her and smiled. “Why thank you, darling. I'm a bit surprised to be in a situation where you are judging my creativity in the bedroom, but I'm delighted that you approve.”

Twilight's scales darkened sharply. “Oh, I didn't mean to, um, judge you. Or grade you or anything. But if I was grading you, definitely an A!” Then she hesitated and amended, “Maybe an A-, since even though I said it was okay, you were probably supposed to do it by yourself, not with Berry. And you kind of lost focus at the end, so… B?”

Rarity actually looked a bit crestfallen before the absurdity of the situation struck her. “Excuse me, princess, but your challenge was simply to eat Fluttershy out. You didn't even need to make her cum! And you have the nerve to judge the methods I employed to get her off without touching her?” She rolled her eyes and smiled. “With all that in mind, I do believe that, as we progress, these challenges are designed to get harder, if you'll pardon the innuendo, so by all means, let's see how you do when your time comes around once again.”

With everyone back in their seats, they were ready to continue the game. Twilight shot a quick glance around the room and cast a simple spell to flash away the worst of the mess, and then turned to the next pony in line. Oh dear.

“I guess… I guess you're up, Berry.”

“Yay!” Berry said with a grin. He held out a hoof for a die.
> 10 – Best Of Both (Pinkie's Turn)
> --------------------------------------------------------------------------

Party games were usually only there to grease the wheels of conversation, to keep ponies engaged and present. Now, as Twilight wordlessly floated a die and the spinner bottle over to Berry, the game was everything.

Berry set the bottle down and spun. His eyes whirled in their sockets, following its tip until it finally slowed to a stop. He looked up at Applejack. “Ready to give stallion-me a go?” Berry asked gently.

Applejack swallowed. “Yeah, I reckon. You gals are—er, I mean, you too Berry, but you're all you, and… fuck me this night's gotten mighty strange.” Nevertheless, she gestured for somepony to pass her a die. Rarity complied, sliding the cube she'd used in the previous round across the table.

Both earth ponies rolled together. Applejack's landed on three shaking feathers. Hypersensitivity. Instantly she felt her coat stand on end, her shoulders tense, her heartbeat quicken. She was grateful that she hadn't rolled that side before getting used to her new body, or the sensations might have driven her straight into a panic. She was having a hard time sitting still as it was.

Berry's die landed on an X. One second he sat there in all his large, slightly chubby glory, and then next he was replaced with a form they were all much more familiar with. A plump, average sized pony with a round muzzle and a curvy body. “Aw… I guess I'm Pinkie again,” she said, sounding a bit dejected.

Rainbow cleared her throat. “We can keep calling you Berry if you want,” she offered.

“Nah, it's fine. I like being a mare too, and it's less confusing this way,” Pinkie Pie countered. “I'll just need to hunt Discord down later and get some more of that stallion juice out of him.”

Fluttershy bit her lip. “Um, maybe let me do the talking. If you ask him like that… you might get something else instead.”

Everypony else at the table nodded in fervent agreement.

Pinkie Pie looked up at Applejack. “At least this works out great this round! Cute marecock for you, pink party pussy for me; it's the perfect pairing.”

Applejack nodded slowly, then faster when Pinkie casually rolled onto her back and spread her hindlegs, displaying said pussy for the whole room to see. It was just as inviting as it had been at the start of the game, although now nopony was even pretending to not look.

She cleared her throat. “Uh, the card, sugarcube.”

“Oh!” Pinkie lurched forward and groped around for the deck. After a few seconds she snagged the top card and squinted at it. “Oooh! This is a fun one!”

“Yeah?” Applejack said with some trepidation.

“Yeah! Cum inside me!” Pinkie opened her legs again, then reached down with her forehooves to spread her lips slightly, baring the bright pink flesh between her darker pink folds. “I love getting all messy and sticky down there, and you haven't gotten to put that thing inside anypony yet! It's the bee's knees!”

Applejack's cock stiffened at the idea. It would be like eating out a mare, but it would get herself off at the same time, and then fulfilling the challenge… shooting her load deep inside Pinkie's inviting cunt…

Rarity sniffed. “I do remember having Applejack's 'thing' fairly deep down my throat, Pinkie.”

“Oh yeah. Still, I'm pretty sure vaginal is way different! I hope I get to try out a few more holes tonight.” She cast a meaningful look around the room, her gaze lingering for a moment on Fluttershy, who shivered.

Applejack was already on her hooves and rounding the table, moving with purpose and only a bit of jerkiness due to the sensitivity spell.

Pinkie Pie received her eagerly, scooching back on her seat and lifting her hips, thighs still as far apart as they could go, which for Pinkie Pie was pretty damn far. Her tummy rose and fell in short, quick, excited breaths, and her slit clenched and flexed slightly along with it. Not winking, but close.

Applejack sank to her haunches in front of Pinkie's crotch and breathed in. She made a noise deep in her throat, like a content cat, and then leaned forward and slid her chin over Pinkie's small teats, trailing her mouth down towards her opening.

Pinkie giggled, “You don't need to warm me up, AJ!”

The farm pony huffed, accidentally blowing a hot breath right against Pinkie's vulva. “If you think getting eaten out is just a warm up, you need to get yourself a proper mare in the sack sometime.”

“You're invited whenever!” Pinkie said. Then she reconsidered. “Well, not anytime. I'm pretty sure I'd get in bad trouble if you started licking me in the bakery, or around foals. Or around most ponies, apparently—found that one out the hard way. Did you know that Minuette has a whole collection of vibrating toothbrushes that she uses for—”

Applejack didn't let her finish explaining what Minuette used those toothbrushes for, although she could probably guess. She gave Pinkie's entrance a cursory taste and gave her clit a kiss goodbye, making Pinkie moan softly. Then Applejack rose to her hooves, reared up and braced her forelegs on the chair to either side of Pinkie, and carefully lined herself up with her friend's pussy.

She felt slick, hot flesh against her rod and thrust forward, but ended up only grinding down Pinkie's slit and brushing her teats with the tip of her cock.

Pinkie giggled again. “Here, let me help. First timers usually need somepony else to line them up, and I've gotten pretty good at it!” She reached down between her hindlegs and grasped Applejack's shaft with both hooves. She gave it a few quick pumps, then pressed it down against her opening until the head was just barely spreading her walls. Then she reached up and gave Applejack's flank a slap. “Giddy up!”

Applejack was so surprised that she complied, driving her hips down and sliding the tip of her cock cleanly inside Pinkie's eager pussy with a satisfying wet noise. Pinkie hummed happily and rolled her hips up to meet Applejack's, her walls rippling and clenching as she took inch after inch of her cock.

“That was mighty rude,” Applejack said, but her face was overcome with pleasure and her voice was forceless. She let out a short, tight breath, and then looked down at Pinkie. “Can I… can I keep going?”

Pinkie smiled and rolled her hips again. “The stallions at parties don't hesitate, so I'm used to starting fast. Come on and fuck me!”

With a quick snort of air, Applejack did as she was told. Her forelegs found their balance again, she straightened her spine, and thrust forward, burying herself inside Pinkie up to her medial ring, and then pulling back until only the wide tip of her shaft remained inside. She thrust back in one powerful motion, filling the other mare until it almost felt like there was no place further for her to reach, then back again.

Pinkie moaned and pushed back against her, experienced hips knowing exactly how to cajole a tentative partner onward. Her pussy clenched hard around Applejack, at points becoming so tight that she almost couldn't slide back out. Almost. Between the brand new sensations driving Applejack's orgasm on faster and faster and Pinkie Pie's enthusiastically wet slit, there was lubrication to spare. 

“Mmph, damn, sugarcube,” Applejack said between clenched teeth as Pinkie bucked against her again, her inner walls pressing down on her flare. “You must be a real—ah, fuck! A real hit at those sex parties.”

Pinkie laughed, only a bit breathless. She ran a hoof down Applejack's side, feeling the soft flesh where the farm mare's thick muscles used to be, trailing down to her flank. “I usually don't have to wait my turn at the hitching posts,” she admitted. “Once I lift my tail, I'm the main attraction.”

Applejack moaned and gave a sudden, hard thrust. The image of Pinkie tied up to a post, being attended to—used—by a whole train of ponies somehow made her even stiffer. As much as Applejack probably wouldn't appreciate the kind of crowd those parties drew, she couldn't deny that a part of her wanted to be there the next time Pinkie hitched herself up.

Her pulse was starting to rise, and she could feel her orgasm coming, like a cart racing down a hill toward a cliff. She tried to speed up her thrusts, each motion bringing her hips against Pinkie's flank with a soft plap, but the position was too awkward for her to get much leverage. She snorted in frustration. The chair creaked.

Pinkie moaned and tensed, her first climax washing over her from her hooves to her nose. Her tail whipped up and found its way to Applejack's outer thigh.

In a sudden surge of desperate lust, Applejack let her next thrust carry her entire body forward, sending the chair tilting off balance and both of them pitching backwards with it. They toppled together, still joined at the hips, into a pile on the floor. Applejack had fallen so deeply into her rhythm that she barely stopped thrusting throughout, her hindlegs scraping for purchase on the crystal floor.

Pinkie laughed again, although this time it was half moan, and she reached out to place a hoof on Applejack's chest, signaling for her to stop.

Applejack almost ignored her, but after a split second she forced herself to relax and step back. Her soaked cock popped free of Pinkie's pussy with a bit of difficulty considering how tight the mare still was and how wide Applejack's flare had gotten. Pinkie gasped at the withdrawal, her slit instinctually clenching down several times on nothing. 

Pinkie Pie paused for a few moments to catch her breath, then hurried onto her hooves, stepped toward the table, and braced her forelegs on its edge. Her tail flagged aside, displaying her puffy, leaking sex and tight tailhole proudly. She reached back with a hoof and spread herself further open, grinning all the while.

Applejack darted forward, her own forelegs finding purchase around Pinkie's barrel while her hindquarters slid into position. This time she found Pinkie's needy hole right away and buried herself back inside in one motion, their hips meeting urgently. Applejack found her rhythm again, sliding in and pulling out right on time with Pinkie's inner convulsions.

Pinkie's front half slumped down onto the table as Applejack fucked her from behind, her forelegs slack but her face bright and excited and her eyes scanning the room. She met Twilight's gaze and noted that a bit of the dragon's tongue hung from one side of her slightly parted mouth. 

Fluttershy watched, her face nearly as pink as Pinkie's, her forehooves out of sight beneath the table and her wings twitching at her sides. Pinkie gave her a quick wink, then moaned aloud as Applejack hit a particularly delicious spot deep inside her. Fluttershy bit her lip, and her hooves moved even faster.

Rarity seemed the least engrossed, although she was hardly ignoring them. Her attention drifted between the two coupled ponies, appreciating and assessing the carnal activities like a fine wine. Then her horn glowed, and she shifted in her seat, and it was clear that she was no less inspired by the rutting Applejack was dispensing than everypony else.

Rainbow Dash seemed barely able to resist joining in, much like she had done during Applejack's last turn. Her hindlegs were spread wide open, her hoof roughly working over her clit and labia as if she was trying to compete with them. But she never so much as looked at Pinkie Pie, and when Pinkie managed a glance behind her, Applejack was similarly focused.

The farm pony struggled to keep her mouth shut as Rainbow put herself on display and stared her down all the while. Applejack's hips never ceased pistoning back and forth—that was a hard thing to forget—but Pinkie Pie wasn't the mare at the center of her mind anymore. Rainbow reached down and pressed a hoof just beside her tailhole, spreading it open just a tad, before returning to her pussy. Applejack groaned at the sight, and Rainbow laughed.

A full-body quiver wracked Pinkie Pie. Her hindlegs shook, barely sustaining her weight, and her pussy clenched and squeezed Applejack's shaft in a frantic, instinctive pattern. She moaned aloud as her orgasm ran its course, broken by gasps and senseless vocalizations. Juices dribbled from her slit, soaking into the coat around their groins and dripping onto the floor in thick droplets.

“You seem surprisingly gifted in this department, Applejack,” Rarity said with a hint of snark. “I've laid with stallions with years of penetrative experience who couldn't get me off as many times as Pinkie Pie has.”

Applejack grunted, her own peak not far away. She didn't turn away from Rainbow, but looked at Rarity from the corner of her eye. “From all I've heard, stallions are better at treating stallions and mares are better at treating mares.” She gave a rough thrust, driving Pinkie further onto the table and forcing a fresh moan from her mouth. “And I got plenty of practice with strap-ons, only difference is this thing's all warm and twitchy, and those ain't downsides.” Applejack felt the now familiar pressure behind her cock and tightening of her sack. She winced and tried to force it down. “Oh yeah, and straps don't get me off at the same time. Not sure if that's—mmph—good or bad.”

Rainbow bit her lip and worked at her clit as it winked out. “Sounds like a plus to me.”

Pinkie Pie was starting to recover from her orgasm. Her hindlegs straightened, and her inner walls rippled around Applejack. “Come on, AJ! Fill me up!” she said eagerly, thrusting her ass back to meet Applejack's thrusts. “I want to feel your cum trickling out of me for the rest of the night!”

Applejack felt something inside her tense at those words. Logically, Pinkie Pie had too much sex for her to not use a regular contraceptive potion, and they were well outside of heat season, plus she had no reason to assume that her magical nards could produce virile seed in the first place. But the idea of finishing deep inside the mare, leaving her cum behind to soak into Pinkie's womb… something about it drove her on even faster. She felt the tension again, something between her legs clench and pulse, heralding a short spurt of precum that soaked Pinkie's wet marehood even further.

“After this—oh!—we should get these dice and spend a whole day—ah, AJ!—just milking you dry.” Then, in a characteristically surprising turn, Pinkie added, “Unless you'd like to do that with somepony else instead…” And she looked directly at Rainbow Dash.

Across the table, the pegasus blinked. She even stopped playing with herself for a second as Pinkie's words sank in. “Oh fuck,” Rainbow hissed.

And Applejack's floodgates burst open. She slammed her hips home, producing a loud slap that seemed to echo off the walls, and held herself in deep, her balls clenching as shot after shot of thick semen flooded Pinkie's hole. After a second she started thrusting again, this time slower and without withdrawing as far, and fucked another few waves of cum into the farthest reaches of Pinkie's pussy. It quickly started to leak out from between the tight seal of Pinkie's lips and pour onto the floor, streams of it soaking into Pinkie Pie's hindlegs.

Finally, she pulled back, her flared head escaping Pinkie's slit with a wet pop. A veritable deluge of white followed it, audibly splashing onto the crystal floor.

Pinkie Pie twisted her head around and looked at the mess. “Hey, Twi? Are these cushions cum-proof?”

The dragon cleared her throat, eyes wide and one of her hands out of sight beneath the table, apparently hard at work with something. “Um, no, but don't worry, I already ruined mine. I'll figure out a spell or something.”

Pinkie muttered an acknowledgement, then stumbled back to her seat and sat down as cum continued to flow out of her well-fucked pussy. “Thanks, AJ. That was exactly what I needed,” she said, sounding almost tipsy in the afterglow.

Applejack felt pretty rosy herself as she returned to her own seat, her slowly softening cock coated in white. “You're welcome.” She chanced a sideways look at Rainbow, who smiled. Applejack let her head fall against her chair's backrest. “Good challenge, Discord.”

Apparently they had crossed another new line, because the room was still and silent, nopony quite daring to be the first to speak. After almost a minute of quiet tension, Applejack said, "Ain't it your turn now, Rare?

The unicorn let out a murmur of surprise, then licked her lips and nodded. “I suppose it is, yes. I'll just… retrieve the equipment myself, since neither of you look fit to walk just yet.”
> 11 – Welcome Back (Rarity's Turn)
> --------------------------------------------------------------------------

The dice, bottle, and card deck floated over to Rarity's seat and landed softly on the table. Rarity looked at them with both heat and hesitation in her eyes. Then her forehead creased and she frowned. “Have I… I believe I've participated every other turn so far. That seems… unlikely, doesn't it?”

Twilight though for a moment, then nodded. “Yes, although the odds aren't that astronomical. Why, do you think Discord is pulling something?”

“Oh, I don't think so. And why would he care about me in particular? If anything I would have expected him to rig it toward you or Fluttershy, since he has more history with you two. But the bottle has only landed on Fluttershy twice and the same on you. I suspect it is just coincidence.”

With a pulse of blue magic, the bottle flipped onto its side and spun, the traces of magic glinting through the dim glass rather beautifully. It rolled to a stop pointed at…

Pinkie.

The mare looked at the bottle cross-eyed. “Me again!”

“Yes, apparently. You again.”

Rainbow huffed. “Me and Twilight are starting feel a bit left out.”

“Oh hush,” Rarity admonished. “You went two turns ago, and Twilight…”

The dragon waved a dismissive hand and said, without really thinking, “I don't mind. I kind of like watching just as much.” Then her own words hit her and she blushed furiously. “I m-mean, not in a creepy way! B-But, but—”

“Relax, darling,” Rarity said soothingly. “None of us took it that way. And I rather enjoy you watching me as well.” The air between them seemed suddenly electric. She turned back to Pinkie Pie. “Do you think you're ready to go again, dear?”

Cum was still pooling out of Pinkie's pussy and saturating the chair, spilling onto the floor. She didn't seem any worse for it though, perking up and meeting Rarity's gaze enthusiastically. “Yup! I hope you don't mind sloppy seconds though, because I think I'm going to be dripping for a while.” She said the last word in a sing-song voice, shooting a sideways glance at Applejack, who only chuckled at the reminder.

“I got a rather thorough taste of Applejack's emissions a few turns back,” Rarity reminded everypony. “But I wouldn't mind a second helping. Here's your die back.”

Pinkie snatched up the cube as it slid across the table toward her and balanced it on a hoof. Rarity floated her own in the air, and then they tossed them in sync.

Rarity shivered in silent delight as a wave of refreshment washed over her, a heart symbol showing on her die. A simple recharge, better that a trip to the spa and a sensation she very much appreciated.

Pinkie Pie wiggled, shifted, and finally barked out a laugh as her coat and flesh and bones rippled and changed. Somehow, even as her face grew blocky and her chest straightened and her whole body grew, she managed to stay almost motionless in her seat. Once the change was finished she smiled down at her die. Interlocking male and female symbols, surrounded by two curved arrows.

Rarity laughed delicately. “I suppose at this point I shouldn't be surprised. Welcome back, Berry.”

The stallion formerly known as Pinkie Pie looked down at his body and the magical die that gave it to him, then at Rarity. He gave her a small smile. Then a realization glinted behind his eyes, and his smile grew wider and wider. “Ooooh! I hope I get to try out something new!”

“New?” Rarity said, eyes narrowed. “What in Celestia's sake could possibly come up that you haven't tried?”

“There's loads I haven't tried with penis! Oh, and I bet I have a prostate now, too! Everypony always talks about how much fun those are.”

Rarity scrunched up her muzzle a bit at that. “I'm sorry, Berry, but I don't exactly have the right equipment for that. And I am not sticking my tongue that deep inside anypony's rear. I have my limits, and one of those is the rectum.”

“That's okay, Rarity. I'll try everything out one way or another, even if it's not tonight.” He placed a hoof on top of the card deck. “Ready for the challenge?”

“Ugh, yes, although considering what I just said, I have a feeling it will just so happen to say 'tongue-fuck Berry' on it, or something along those lines.”

Berry slid the top card off the pile and flipped it face up on the table. His smile didn't flicker for even a second. “Hurray! It's one I was hoping for, although the extra bit here sounds tricky.”

“Tricky? I suppose that makes sense. After all, my last challenge was near impossible, so why would this one be any different? I swear, that draconequis has it out for me for some reason.”

Twilight perked up. “You are… you are having fun though, right? We can always stop and do something else if—”

“Nonsense, Twilight. I'm having a splendid time, and it's all thanks to Discord pushing us out of our comfort zones a bit. I am simply remarking that the random elements of this game seem to have an agenda of sorts.” She turned back to Berry. “Now, what does it say?”

“Have anal sex using only natural lubricant,” read Berry, voice tinged with excitement. “I love taking it in the other hole, and the ponies giving it seem to love it too!”

Rarity fidgeted in her seat, her face flushed. The thought was undeniably sexy, but… “I'm not entirely unfamiliar with anal, but without proper lube? Pardon me for saying so, Berry, but not even a stallion as charming and talented as you could possibly make that a pleasant experience.”

He grinned and shimmied his chair back away from the table, then spread his thighs to reveal his cock, hard and almost completely painted white. “Looks like Applejack's cream filling didn't have anyplace to go but out when I transformed,” he said. “And I think there's a lot of marecum mixed in there too. Think it's enough?”

Rarity blinked a few times at the sight. In almost any other situation, it would have repulsed her, but knowing it was her friend's dick, covered in another of her friends' fluids… She stood up a bit stiffly and turned around to assume a similar position to Pinkie Pie during her last turn: her forelegs braced on the edge of the table, her hindlegs spread behind her, tail up and far out of the way. “I still expect some attention first!” she cautioned the eager stallion.

Berry trotted forward like an excited puppy and immediately buried his face between Rarity's cheeks, licking and sucking at her already-dripping slit, gathering as much of the sweet nectar as he could, and then moving up to her pucker and lathering a mix of saliva and her own emissions across the tight muscle, driving the tip of his tongue inside to spread the improvised lube all around her tailhole.

Rarity's spine bowed and flexed, and expressions of pleasure and bliss slid across her face. She bit her lip, her eyelids fluttered, she quietly moaned. Her eyes alternated between staring down at the table before her and looking up at Twilight Sparkle, who was conveniently directly across from her and apparently very interested in this turn in particular.

The dragon wasn't drooling, but Rarity could see the gathering of saliva around the edges of her mouth as well as the regular efforts she was making to keep her jaw closed and tongue where it belonged behind her teeth. Twilight hadn't showed much interest in wielding a penis herself during their game, but perhaps she was curious about anal sex? Or was she just eager to watch Rarity, in her natural form, getting fucked right in front of her?

Well, if that was what the alicorn-turned-lizard wanted, Rarity would make it count. Maybe, if she did her part, fortune would repay her in kind.

She wiggled her hips and purred, “Let's move on to the main event, Berry dear.”

Berry paused, tongue still buried deep inside her pussy. He retreated with a parting lick, gathering a few more droplets of her arousal before withdrawing and rearing up to mount her. His torso landed atop her with surprising grace, and his forelegs hugged her sides wonderfully. He shifted forward and brought his hips up against her, his length laying along the valley of her rump and sliding slightly against her pussy.

“Nice and slow,” she said. Rarity did her best to relax her body and loosen her sphincter, searching for that sweet spot of fine muscle control that allowed anal sex to work. Unfortunately for her, she didn't practice this particular act enough to find that control on time.

The blunt tip of Berry's respectable cock pressed against her asshole, gentle and patient despite the excited tremors she could feel coursing through the dominant pony atop her back. Slowly, as if crossing a thin sheet of ice, Berry added pressure. Rarity's stomach flopped, and she put all of her concentration into relaxing—a bit of a paradox, sadly. Even as she felt his slick cock starting to spread her open, she couldn't help reflexively clenching her ass at the intrusion.

“Deep breaths,” Berry whispered in her ear. He moved his hooves in slow circles on the sides of her barrel, massaging the muscles just behind her ribcage. The competing sensations, the anticipation, the enraptured look on Twilight Sparkle's face—all of it combined into a wellspring of stimulation. Rarity cooed, her tail whipping up even higher, the end arcing down over Berry's back.

And then Berry pushed again, and suddenly the head of his cock slid inside her. She let out a loud, throaty moan and her eyelids fluttered as she clenched around the thick shaft, delighting in the feeling of being filled.

The tip of Twilight's tongue slipped from between her lips and hung down the side of her mouth. Her reptilian nostrils sucked in breath greedily, although whether she was desperate for air or the scent of Rarity's arousal was anypony's guess. Although perhaps not a difficult guess.

Berry stayed still for a moment, giving Rarity an extremely welcome opportunity to adjust. She mastered her breathing and waited for her pulse to stop racing and her muscles to stop reacting to the storm of signals coming from her ass. She exhaled slowly and lifted her hips a bit, immediately biting her lip at the fresh wave of sensation.

“K-keep going,” she said raggedly. Her eyes never left Twilight Sparkle, and Twilight's eyes never her.

Berry thrust inside, moving glacially but constantly, and didn't stop until his medial ring reached her tight opening. Rarity whined and moaned and twitched the whole while, her slit starting to drip in earnest as the ache of being stretched faded into simple pleasure.

After a moment's pause, Berry started to pull back, inch after inch sliding out of her ass. It wasn't quite as smooth as personal lubricant, but the cocktail of semen and marecum did its job, and in a second Berry had only the tip of his cock inside her again.

Rarity gasped as the wider head pulled at her tailhole, and she pushed herself backward on Berry's cock to recapture a few inches. Her hips rolled and jerked, eager to speed things up a bit.

Berry took the hint. He thrust inside with one steady stroke, this time deep enough that his ring slipped in as well, then back out, stretching her ass twice in quick succession, and Rarity's clit winked twice in time. Again she pushed back, and Berry thrust to meet her, and their hips met for the first time. Rarity groaned as the tip of Berry's cock pressed against her insides and glanced on her G-spot, making her pussy wink again and release a spurt of fluid. Berry withdrew in one motion, then thrust back in with enough force to jostle her entire body.

With each motion, each clench of her ass and tap on her deepest walls, Rarity was reminded why she didn't partake in anal more often. It was just enough stimulation to drive her crazy but almost never enough to get her off, and there wasn't much even a skilled partner could do about it from their position.

Unless they were a unicorn. Rarity's horn glowed as she ran a trace of magic up against her lower lips, teasing them open, pressing gently against her button. Magic had its own disadvantages, of course. It was smooth and textureless, never quite the right temperature, and in general paled in comparison to physical touch. But, with her ass filled with Berry's shaft, tapping her G-spot every few strokes, and her vision filled with Twilight Sparkle's shocked and wanting expression, it was enough to bring an elusive orgasm within reach.

As she relaxed further, Berry started to speed up, sliding in and out with every other heartbeat, the ridges and rises along his cock stimulating her ring in a slightly different way each thrust. Rarity's magic slid inside her pussy, conforming to her walls and probing at just the right depth to hit her favourite spots. Her breathing grew ragged, her hooftips tingled, and her eyes were locked on the image of a hot and bothered dragon in front of her.

Berry pulled back suddenly, accidentally breaking their rhythm and leaving only his tip inside. The sudden withdrawal produced some very wet sounds, and Rarity felt herself flush in embarrassment. “P-pardon,” she muttered. Then she immediately marveled at her own warped sensibilities. For fuck's sake; here she was, getting fucked in the ass by a bizarro world version of her friend in front of all her other friends, and she was embarrassed because her tailhole made a bit of noise due to a sudden absence of dick?

Twilight shook her head in amazement, coming to a similar conclusion. “Don't worry about it,” she said through a very dry mouth. She couldn't tell whether it was just in her head or if she'd actually drooled enough that her salivary glands were having trouble keeping up. Was that a dragon thing? A horny dragon thing? She wanted to look down to make sure she wasn't covered in her own spit, but that would mean looking away from Rarity. From the flawless unicorn with her tail up in the air, her eyes wide, her cheeks flushed, and of course most of her body concealed by another pony.

A day ago, she couldn't have even imagined Rarity in flagrenté, let alone taking it up the butt and loving it. She thought back to all of the slumber parties they'd shared over the years: the tame questions, the silly dares, the comfortable silences, and of course the entirely platonic snuggles none of them had ever considered sullying. On another night, maybe Twilight would have been sad that those parties were behind them, but in the moment she was absolutely certain that they had lost nothing and gained quite a bit.

Rarity gasped and spasmed as Berry glanced against that spot inside her again. A second later, her own magic swept up against her clit and sent a second wave of pleasure arcing up her spine. “F-fucking, ah d-darling,” she stammered as her orgasm wracked her, leaving her hindlegs loose and jelly-like and contorting her face into a mask of senseless pleasure. Her muscles relaxed to the point that Berry's presence was all that kept her upright.

The sound of Rarity's voice was nearly enough to push Twilight into an early climax as well. She yanked her hand away from her crotch out of a sudden, inexplicable fear that somepony would catch her. As if anypony would care, even if they weren't equally enraptured in the show.

Berry sped up. He leaned down to Rarity's ear and whispered, “Should I pull out?”

Rarity's mind was still awash with delightful chemicals, but she managed to swim to the surface for long enough to remember that as sexy as the thought of Berry painting her insides white was, the cleanup would be much less so. “Please,” she said, her voice only shaking a bit.

With a series of quick, measured thrusts, Berry reached his peak. He pulled back after a final thrust and his flared head came free with an audible pop. He angled his hips and came, releasing a thick pulse of cum across Rarity's rump, some rolling close to her slightly gaped tailhole before trickling down and saturating the coat over her ass and legs. His heavy balls tensed, and another spurt splashed across the outside of Rarity's vulva, droplets sliding inside the entrance that was still held open by her magic.

Berry's forelegs loosed their grip around her barrel and he slumped backward, angling his cock upright right on time to deliver a third and final burst of semen directly at the underside of Rarity's belly. She couldn't help but coo at the warm, sticky sensation.

Fully spent—for the time being at least—Berry stumbled back to allow Rarity some space.

After a moment to catch her breath, Rarity slid her hooves off the table's edge and dropped to all fours. She tested her balance, then turned around in a slow circle to give the entire room a good luck at her. Her white cheeks were matted and shiny with semen, and both of her comparatively pristine holes were slightly parted, one from excitement and the other from simple stretching.

Applejack choked, Fluttershy muttered something unintelligible. Rainbow Dash whistled.

Twilight was absolutely motionless, but her muscles were visibly tensed as if she was seconds away from leaping out of her seat and diving across the table.

Surely, thought the dragon, surely Rarity would appreciate a good tongue bath right now? It wasn't even necessarily a sex thing at this point, just the polite, neighbourly thing to do when a friend was that covered in jizz. Twilight's reasoning was as sound as ever. Her chair creaked as she prepared to stand up.

Rarity's horn glowed, and the mess vanished in a flash of blue, leaving only her slightly puffy marehood and loosened tailhole as evidence of the last turn. She flashed Twilight a devilish smile, then returned to her seat. She winced slightly at the immediate ache in her bottom. Another count against anal, she thought, although she knew that it wouldn't be long before she indulged in it again.

Possibly even later that night, if she was lucky.

“Was that okay, Rarity?” Berry asked, eyes bright and genuine.

Rarity laughed. “Oh, the best I've had in quite a while. I'm loath to admit it, but you were quite a bit nicer than my usual toys. I dare say you even fit a bit better as well. Perhaps I should get one of those custom dildos shaped in your likeness, Berry darling.”

The stallion's eyes lit up. “Ooooh, that sounds fun! I want one too. Think of the possibilities.”

Rarity had been joking, but seeing Berry's enthusiasm, she shrugged. “We shall have to make a date of it.” She felt another gaze from the corner of her eye, and she turned to Twilight. “You must come along, of course. The royal discount at those places is always breathtaking.”

Twilight nodded dumbly.

Rainbow leaned over and nudged her. “Hey, lovepuppy, it's your turn.”

“Oh.” Twilight looked down at the table, where a blue aura had already deposited the deck, a die, and the spinner. “Yes, right. My turn.”

She put a hand on the bottle and glared at it. “Work with me here,” she murmured, and then gave it a spin.
> 12 – Table Service (Twilight's Turn)
> --------------------------------------------------------------------------

Rainbow Dash looked down at the bottle as it slid to a stop pointed directly at her. She hopped up on her seat and spread her wings in excitement. “Booyah! I was just getting bored of waiting for my turn.”

“Really? Only now?” Applejack said. “I'm surprised you haven't been louder about it.”

Rainbow flushed. “I can sit quietly when I need to.”

“I guess you were loud enough with Fluttershy. Never seen a mare get so worked up over a bit of friction before.”

“Whatever, AJ. You're just jealous that you haven't gotten a t-turn with me yet.”

There was no snappy reply to that one.

“Anyway, um, time to make up for that dumb first round, huh Twilight? Ready for something a bit more fun than standing on top of me?”

Twilight stood up, flared her much larger wingspan, and smiled, showing off her teeth. “Ready if you are, Dash. I've always wondered if you live up to your reputation.”

Rainbow gulped at Twilight's fearsome display, then blinked. “What reputation? Do I have a reputation?” After a moment, she added, “Like… a sexy reputation?”

“You're a Wonderbolt, Rainbow,” said Fluttershy. “All of the Wonderbolts are sex symbols.”

Rarity nodded. “It can't have escaped your attention that you're featured on quite a number of those distasteful pin-up posters.”

“And magazines,” Applejack contributed. When eyes turned to her, she blushed. “Uh, according to Big Mac, course.”

Rainbow grinned. “You two talk about spank material a lot, huh?”

The farm pony burned even brighter. “Just roll the damn dice already.”

Twilight grabbed both dice and floated one over to Rainbow, then readied her own. 

Rainbow scooped hers up in a wing and immediately tossed it back to the table. After a few seconds of bouncing and skittering, it landed on the side depicting various body parts surrounding a circle. A species change.

She felt the changes immediately, her hooves itching and aching, then splitting into pointed digits. The transformation continued up her forelimbs, smooth coat clumping and growing until finally sprouting into feathers. Within seconds, Rainbow's entire upper body was covered by a thick plumage. Her muzzle shrank and solidified into a beak, and her spine tingled as bones rearranged themselves.

Finally the changes seemed to stop, and she started to examine herself.

Just as Rainbow lifted her new, eagle-like hands up in front of her, Twilight realized that she hadn't even rolled yet. She tossed the cube casually, without taking her eyes from Rainbow Dash's form.

Her die crashed into Rainbow's, sending them both clattering across the table anew. Twilight's landed on the same side Rainbow's had—a species swap—while the other die tumbled to the far side of the table.

Twilight Sparkle reared up on her seat as her entire body began to prickle. Her wings were the first to go, seemingly dissolving into thin air before everypony's eyes. Then she shrank, visibly losing several inches, although she remained large enough to only barely fit on the pony-sized chair. The iridescent purple scales covering her head to toe thinned and lost their sheen, eventually melting into bare skin.

It was, in some ways, the least dramatic species transformation of the night. But it was also by far the most disturbing for the onlookers, primarily because they had no idea what Twilight was becoming.

“Darling, are—are you well?” Rarity looked both terrified and intrigued as she assessed Twilight's mostly-hairless physique. “I hope this isn't the result of one too many chaos spells.”

Twilight looked down at herself. Her legs, now even more bipedally-oriented than before, were folded at the knees and tucked underneath her, and two small bumps stood out from her chest, obscuring her view of the rest of her torso, each tipped with a small nipple.

It wasn't until she stretched out her legs and tried to stand up that she realized what was going on.

“Oh Celestia, I'm a human!” Twilight said in disbelief. “I didn't think… I thought this game would only transform us into creatures from Equestria! How does Discord know about the human realm?”

Fluttershy sighed. “Discord usually seems to just figure out those kinds of things. For some reason big, important, magic secrets he always knows, but when it comes to silly things like 'where Fluttershy left her keys,' he's useless.”

“I guess I shouldn't be surprised,” Twilight murmured. She ran her hands up and down her arms, feeling tiny goosebumps from the cool air in the room, then traced the outline of her sides, the slight curves that almost made sense compared to her normal pony body, except for…

Berry scooted his chair closer and poked at her chest with a hoof. “Why are your teats all the way up there?” he asked. Then he lowered his hoof to gesture to her midriff. “Shouldn't they be down here? And why are they so big? Discord didn't make you pregnant, did he?”

Twilight shuddered at the suggestion. “No, no, humans are just like this for some reason. I didn't really pay much attention to them when I was in the human world—magical disasters and all—and I've never asked Sunset about them since. And I think these are pretty small compared to most human breasts.”

Filled with innocent curiosity, Berry gently pressed at the soft flesh with a hoof, teasing the nipple with the hard edge.

Twilight sucked in a breath.

“Sensitive?” Berry asked.

“It's pretty much the same as a pony's teat. Maybe a little more sensitive since there's no fur around it.”

Berry poked again, beaming at how her breast gave under his touch.

Twilight scowled. “You know, mirror Pinkie made a lot of jokes about our teats. Now I'm wondering if that was a sex thing.”

“Hear that, Berry!” Rainbow shouted with a laugh, her voice coming out deeper than usual. “Human-you is a perv!”

Twilight's scowl deepened. “At least Pinkie only ever called them 'tits.' The mirror version of you had hundreds of names for them. And for her, it was definitely a sex thing.”

Rainbow's face went blank. Her eyes drifted to Twilight's chest, taking a moment to appreciate her human anatomy for the first time. Then she flushed. “Oh.” More quietly, she added, “I get it.” Rainbow Dash shifted in her seat as she felt an odd tension in her lower body, and she glanced down. “Whoa, what? Why do I have a dick?”

Leaning back in her chair, Rainbow spread her hindlegs to show off a fairly impressive cock. The beginning of a knot was already starting to swell near the base. She gave it an experimental flick and cocked her head. “Weird…”

Twilight squinted at Rainbow's crotch, the disorientation of her new form quickly swept away by curiosity. “Wait, why do you have a dick? You were totally normal a second ago, right? I didn't miss a turn or something, did I?” She stood up and, only a little jerkily, circled the table to inspect Rainbow's die. “Oh, I think… I think that when I rolled my die, it knocked yours onto the sex change side.”

Rainbow rolled her eyes. “Well that's bullshit.”

“It's certainly chaotic,” said Rarity.

Berry shifted her attention from Twilight's anatomy over to Rainbow's. “So, whatcha think? Pretty neat, huh?”

Rainbow gently curled the talons of one hand around her shaft and gave it an experimental pump. “Hmmm. It's… fine? I kind of already miss my snatch though.”

“Penises ain't for everypony,” Applejack offered. “Although truth be told I kinda like mine. Funny, right?”

“Funny…” Rainbow echoed, moving her cock this way and that, examining it with mild discomfort plain on her face. “Sorry, girls, but I might need to take a quick trip down the hall after we finish our challenge.”

“You can do that now, if you want,” Twilight assured her. “Or we can re-roll, remember?”

Rainbow shook her head, took a breath, and put on a small smile. “Nah, I'm fine. It's all just for the game, so… I should try my best to enjoy it.” She gave her cock another pump and bit her lip. “Mmm, and fuck, I can already tell it's way too easy to get off with these things.”

Berry giggled. “I know, right!”

The concern didn't leave Twilight's eyes. “If you're sure that you're okay, then I guess I should turn over the card?”

“Totally. Let's see what kind of freaky we're up against.”

With a final look to make sure her friend was okay, Twilight turned her attention to the card deck and, with her impressively nimble fingertips, snagged the top card and flipped it over.

“Show off in front of the other players.” Then she read the second line with no small amount of snark, “Be creative.”

“Show off? Yes!” Rainbow pumped a fist. “You are going down, Twi.”

“It's not a competition, Dash.” Twilight looked around the table, assessing their other friends, and silently repeated the exact wording of the challenge to herself. “Actually, let's think of it another way.” She slid around the table, moving from foot to foot with surprising grace, her hips swaying just a bit with every step. By the time she reached Rainbow's seat, she could feel five sets of eyes roaming her figure.

Back when she'd first visited the human world, Twilight had felt oddly guilty about being attracted to the bizarre creatures on the other side. It was nice to see that her friends apparently shared her predilection.

Crouching down so her lips were next to Rainbow's feathered ear, Twilight whispered, “We're not trying to beat each other… I think we should try to beat everypony else.”

Rainbow looked doubtful, her usual confidence shaken by her off putting transformation. She said, “The card didn't say anything about that. Not like Fluttershy and Rarity's.”

“You're right, it didn't. But it also said to be creative. So it's up to you. We can both sit in our chairs and masturbate quietly until we finish, or…” She leaned in even closer to Rainbow's ear and hissed, “We can show off.”

The griffon shivered at her words, anticipation and nerves warring in her stomach and crackling down her wings. When had Twilight gotten so seductive? Did it have something to do with being in her human body? For not the first time, Rainbow wondered if Twilight had omitted some details about her trips to the other dimension.

Her mind was still whirling with conflicting impulses when she noticed Applejack. The gorgeous earth pony was looking at her with even more concern than Twilight had. When their gazes met, Applejack said, “It's really not a big deal, sugar cube. At this point, who gives a hoot whether we follow Discord's rules?”

Her heart suddenly in her throat, Rainbow followed her instincts. “Pssh, not me, obviously. But seriously, I'm cool. Just making sure we're all on the same page before I jump her, you know?”

Applejack raised an eyebrow. “Jump her?”

“Jump me?” Twilight echoed.

Rainbow rounded on Twilight and slid off her chair. In an instant, she was on her hindlegs, which brought her nose about level with Twilight's rib cage. She wavered, caught off balance both literally and figuratively by the prospect of having to function upright like this.

Just as the griffon started to pitch backward, Twilight reached out a slender arm and caught Rainbow by the shoulder to steady her. Then, snaking her other arm over Rainbow's rump, scooped her up in an only slightly awkward bridal carry.

“Whoa!” Rainbow exclaimed. “This is… this is weird. How are you so strong?”

Twilight giggled. “I'm not, for a human. But their upper limbs are really good at holding things, and griffons are naturally light. They have to be in order to fly, since they have a lot less natural flight magic than pegasi do.” A hint of strain appeared on her face, and she added, “You are getting a bit heavy though, so…”

She deposited Rainbow Dash on the table, then slid onto the surface herself. “We're on the same page now, right?” Twilight spread her legs, revealing her slit. It was different from a mare's, almost looking more like a reptile's, with thin, tight lips and a much less prominent clit. There was also a small patch of thin violet fuzz above it, contrasting darkly with her lighter skin tone.

Rainbow licked her lips, then glanced downward to her own sex. The knot was much more noticeable now, and it twitched in time with her heart. She wrapped tentative talons around it.

Twilight noticed her hesitation. “If it helps… you look at me, and I'll look at you.” She led by example, moving a dextrous hand to her pussy and running a finger up and down the opening. It took her a moment to get used to the difference—although Twilight had been a few different creatures that night, she'd never actually taken the time to properly explore herself while those changes had been in effect, and she certainly hadn't ever played with herself while in the human world.

Thankfully, while the visual differences were considerable, all of the fundamentals seemed similar. Her folds were pleasantly sensitive, and the way the soft labial flesh gave under her touch was strangely sexy in its own way. Her love button was perhaps the biggest change, and it took her a moment of gentle rubbing to find the best way to stimulate it. Once she figured that out, it was every bit as delightfully spine-tingling as her equine clit ever was.

Her other hand explored the surrounding area, quently squeezing her ass and thighs, scraping nails over the hairless skin. In a sudden moment of inspiration she flexed her hips up into the air and felt around where a tail should have been. All she felt was a little bony protrusion. That was weird.

Rainbow, while still not thrilled with her masculine body, was already starting to appreciate some of its features. The talons encircling her shaft were so much more capable than hooves at… well, just about everything but running, she imagined, and if she'd still had her familiar pussy then there was no doubt she'd be fucking herself silly with them until the second the magic wore off. As it was, their wonderful, tactile grip was moving her swiftly toward a climax that she was anticipating and dreading equally.

At least Twilight was a sight to behold. Humans were so strange, even compared to all the other exotic offerings she'd seen that night, but the similarities—Twilight's eyes, her colours, even her mane looked mostly the same. The curve of her hips and ass, the dripping, eager lips between her legs… was it confusing? Absolutely. Did Rainbow want to climb on top of her and explore every nook and cranny for herself? Also yes.

Rainbow's hips jerked, and her stomach clenched. A spurt of precum shot from the tip of her cock, drizzling her talons and testicles in a healthy helping of griffon jizz. She bit her lip, caught between sudden arousal at the wonderfully salty smell and disgust at the fact that it had come from her own body.

Twilight reacted as well, reaching out with a free hand and scooping a few drops up with her fingers. She brought them to her lips and moaned theatrically. Her eyes scanned the room for reactions.

Unsurprisingly, every spare set of eyes was on her, although Applejack's gaze kept wavering between her and Rainbow. What was more of a surprise was that everypony seemed more curious than aroused. She could see no subtle, under the table ministrations, not even from Berry. She felt their attention on every part of her, from the strange round ears on the sides of her head to the stubby imitations of fingers that curled at the ends of her feet. She shivered. The butterflies in her stomach, the roving eyes of her friends, and the temperature in the room all combined to make her feel suddenly very exposed.

Could this be why humans always seemed to wear clothes? But what about when the weather was warmer? And surely other humans didn't stare at each other like this whenever they were undressed. She was only drawing so much attention because her body was unknown and exotic to them.

Another mystery to probe Sunset Shimmer on.

Her fingers worked a tight circle around her clit as the name reverberated in her mind. If all her pony friends were so eager to share their bodies with one another… what about their counterparts? And Sunset, of course? It would be hard to justify a trip to the mirror world just to seduce a bunch of teenagers—and following from that, the age difference there would be a little inappropriate anyway. But maybe she should casually mention this night to Sunset in a letter, just to plant the seed in her mind.

And if it didn't work out, at least it would be a good friendship lesson, she reasoned.

Rainbow Dash had continued to languidly stroke her cock, moving with no urgency and not much drive, but after minutes of constant, rhythmic stimulation, she felt something change. Each pump seemed to heighten the pressure in her core, the sensation in her cock, the tightness of her balls. It was like turning a spring-loaded crank and finally starting to feel resistance as the spring coiled tight. Her hand sped up, her hips thrust upward in short, erratic jerks, and her breaths came fast and ragged.

Twilight's fingers sped up, two of them sliding in and out of her tight entrance while a thumb circled her clit. Somehow her other hand had wandered up to her left breast, fingers tweaking and pinching at the nipple. It really wasn't any more special than playing with her usual teats, but the fine control her human hands offered transformed the act into something much more. A steady flow of juices trickled down the bare skin of her ass, and she instantly recognized the advantage there. Skin wiped clean so easily, and she had a feeling it was easier to lick clean as well.

Her eyes drifted to Rarity.

The pony-turned-changeling-turned-pony-again had had her gaze on Twilight since the second her transformation had started, and while at first her attention had been discerning and professional, no doubt envisioning the alterations she would need to make to a dress to fit such a strangely proportioned beast, now her eyes were wide and her bottom lip clenched firmly between her teeth, her horn surrounded by a tell-tale blue glow and her legs fidgeting.

As Twilight's climax built, she decided to turn to face the unicorn directly. It wasn't exactly a shocking decision, or a bold one, but for Twilight it was a catalyst on top of the burning fire in her stomach.

Rarity's eyes widened, and she leaned forward in her seat. Her mouth opened in a silent 'oh.'

Twilight Sparkle took that as an invitation. Still running mostly on auto-pilot, driven by lust and whim, she scooted forward, forward, until her legs hung off the table, one on either side of Rarity's seat, putting the unicorn's muzzle barely a foot away from her dripping, quivering pussy. Her hands continued their work diligently, spreading her lips open wide and drawing forth even more fluids.

Rarity's eyes went even wider. Her tongue lolled every so slightly, the tip tracing the tops of her teeth. Her nostrils flared, drawing in Twilight's odour desperately. The human's upper body loomed over her while her legs drooped down beside her, surrounding her with Twilight.

Rainbow Dash, meanwhile, couldn't bring herself to look up at Applejack, although she could feel the farm mare's gaze on her like piercing torchlight. As much as she knew seeing Applejack's bright, intense eyes, the flush in her cheeks, the closeness they couldn't help but share, would usually have pushed her over the edge… It felt wrong, and Rainbow couldn't even pinpoint why. It couldn't be because she had a cock, or because she was a griffon, or… anything. Nothing made sense.

And yet, her phallic anatomy didn't seem to give a fuck about her inner turmoil, and neither did the hand squeezing and pumping it. Her chest felt tight, and her vision almost blurred. Just when the pressure almost reached a breaking point, she heard a gasp, and felt something damp splash against her hind paw.

She looked, and there was Applejack, her own feminine shaft pinned between two hooves, cum trailing from its widely flared tip and leading all the way onto the table and Rainbow's paw. Applejack groaned, and they met eyes as another pulse of cum shot up from her sex and into the air.

And Rainbow's own valve burst. Her lower body jerked upward in a single great thrust and a streak of white shot out, quickly joining Applejack's mess on the table between them. Their eyes met again, and Rainbow felt… different. Better, maybe. That strange part inside her clenched again, and another rope of semen joined the puddle.

Across the room, Twilight's fingers found a new, wonderful spot inside her, and she stiffened, slumped backward, and thrust her hips skyward as she hit her peak. Her core muscles tightened, and her long, dangling legs spasmed and clenched under the table, nearly making her slide right off the edge.

Rarity gasped in time for a few droplets of Twilight's arousal to splash onto her muzzle, one landing directly on her lip. Her tongue swiped it up thoughtlessly. She couldn't really taste it, one drop in a wash of her own spit, but that only made her want more.

Sadly, it seemed that human vaginas weren't quite as productive as their equine counterparts, so those drops were all she received. Twilight slumped, barely maintaining her perch on the table's edge. Her eyes met Rarity's, and after a long moment, she closed her thighs and scurried back across the table toward her chair.

Had they been creative? Probably not by Discord’s standards. But the voluntary attention they had both paid to certain members of the audience definitely felt new.

Rainbow Dash held her softening cock in one hand and watched as Applejack's own shaft receded in kind. Rainbow felt no less conflicted, but she didn't feel the same disgust as she had at first.

“So, whadaya think?” Applejack said casually. “You were raising hell asking what a schlong felt like earlier.”

“Oh yeah. Forgot.” She had basically asked for something like this to happen to her. “Kinda lame.”

Applejack shrugged. “I wouldn't want to be stuck with it forever, course, but it's an all right change of pace. Need to head to the bathroom to freshen up, as Rarity would say?”

“Tch, please. Too euphemistic even by my standards,” Rarity scoffed, although her voice was still thick with arousal, and her eyes never left Twilight.

Rainbow shook her head. “I think… I think I'm all right for now.” She gave her cock, which had by now slid almost entirely back into its sheath, a flick. “Now that this thingy's back where it belongs, anyway.” With that she scooted back across the table and to her chair. Her wings flicked out, and she ran a talon over the feathers. “And being a griffon is pretty cool. The wings are a bit different, and these babies—” she held out a hand, talons splayed—“who needs scissors when your hooves end in a bunch of knives?”

Fluttershy spoke up, saying, “Umm, this is all really fun, girls—oh, and Berry—but isn't it getting really late?”

All eyes turned to the window, where a faint light cascaded over the horizon.

Applejack shot to her hooves, wobbling slightly as her softer muscles once again let her down. “Horseapples, it's near dawn! I haven't been up this long since Nightmare Moon came back.” She started for the door, “Sorry, y'all. It's been a great night, but—”

“Wait!” Rainbow said, throwing out a hand to catch Applejack's shoulder as she passed. “We've almost had two full rounds. Might as well stay for one more turn, right?”

She bit her lip and looked around. Eager eyes met her gaze, and she sighed. “All right, I suppose one more round won't make much difference. Ain't gonna get a lick of work done today, though. Next time we only do one round, ya hear?”

“Next time?” Fluttershy asked.

Rarity laughed. “Darling, there will definitely be a next time. Would anypony here be able to stay away?”

Silent head shakes answered her.

Applejack found her seat again and scooped up Rainbow Dash's die. “Roll me the bottle, Twi', and let's make this one quick.”
> 13 – A False Stop (Applejack's Turn)
> --------------------------------------------------------------------------

“All right, bottle,” Applejack said sternly. “Pick somethin' good, cause it's your last chance before you go to the recycling.” She flicked her hoof and spun the container.

As it twirled, the neck flashing past all ponies in attendance, every single one of them had a glimmer of hope that it would be them. None of them were satisfied yet, despite the late hour and the many orgasms they'd all enjoyed throughout the night.

The bottle rolled to a stop pointed at the gangly purple creature sitting at the head of the table. Twilight sighed. “Oh damn, I'm not sure I have another round in me just yet.” But her eyes were alight with interest, paying Applejack's nearly-hidden cock extra attention.

“Sure ya are,” Applejack said with an eye roll. “At least you and I haven't gone together yet. Nice to close out the party with something new.” She hefted her die, and Twilight snatched hers up as well.

They rolled together.

Applejack's landed on the messiest side, depicting several gender arrows and crosses in wavy, uneven spiral. She felt the changes right away, and they reminded her of her last transformation, except in reverse. Her chair creaked as she grew larger, heavier. Her muscles and bones burned as they thickened and got stronger. Her face tingled, reshaping itself into a sharper silhouette.

Meanwhile, Twilight's die showed an X. With a hiss of air and a quiet pop, Twilight fell back onto her chair, the tall pony alicorn that they were all used to. She looked down at herself and huffed. “Stupid Discord.”

Berry grinned at Applejack and gestured between them with a hoof. “Same hat!” he shouted.

Applejack looked up at her brow, where she could just barely see the brim of her hat, then back to Berry's bare head. “Uh… what?”

Rainbow giggled—a surprising sound coming from Rainbow under any circumstances, but with a deeper, throatier voice it was doubly strange. “You look like Big Mac!”

“Oh, she's not that big,” Fluttershy corrected. “But she does look… nice.”

Rainbow nodded sagely. “You're right. She's a lot cuter than Mac too.”

Applejack felt herself blush at their comments, and she ground her teeth at her own reaction. “I swear to Celestia, if any of this gets back to him, this will be the last time.”

“We're just poking fun, darling,” said Rarity. “Please, draw a card before the morning light shines any brighter.”

“Hmmph.” Applejack did as she was told, sliding a card off the pile and flipping it over. “Talk as dirty as we can and make everypony else red.” Just desserts, she thought.

Twilight smiled. “Oooh, that sounds fun.” She bit her lip. “Maybe kind of an anti-climax… but fun.”

Applejack shook her head, a wry smile on her face. “Ain't y'all had enough climaxes for one night?”

“Under normal circumstances, yes. Maybe too many,” Twilight replied. “But you can't honestly tell me that you wouldn't like another turn with every single pony here.”

“I could take or leave Berry. Sorry, sugarcube. The wiener I could overlook, maybe even the rest of the stallion-y body, but the whole package? Y'all might go both ways, but I'm still nice and comfy on my side of the fence.”

The pink pony nodded in understanding.

Rarity laughed. “What a careful way of avoiding the question. Fine, perhaps you can resist Berry's masculine charms, but what about we four mares, hmm?”

Applejack tried to keep a stone face. She raised her signature eyebrow and gave them all her best bored stare.

The room erupted in giggles.

“Hey, boss,” Rainbow said between laughs. “Your eyebrow isn't the only thing that's… cocked!”

Applejack looked down and sure enough, she was almost completely erect again, the tip poking out from between her thighs to say hello to the room. She could also see that along with her thicker, more rugged body, her shaft had grown in kind. No longer a cute, barely-average endowment, its length and girth now rivaled the equipment she'd spied hanging underneath the hardiest earth pony farmers. And she would never admit it, but over the years she'd seen enough of her brother to know his rough dimensions, and this new body of hers stacked up fairly well in comparison.

To her brother's cock.

Rainbow Dash must have noticed the sour expression on Applejack's face. “What's the matter? Not such a fan of it now?” Her voice was teasing, but her eyes were soft and sympathetic.

She shrugged off any thoughts of family and shook her head. “Nah, just tired I suppose. From all I've heard, stallions aren't really built for ten hour long sex parties like this. Aren't these thingies supposed to pop once or twice and then hit the hay?” She jiggled her member with a hoof to illustrate her point.

“It depends,” said Berry. “Most of the time a few orgasms are all ponies want, but if you take the time to recharge, you can keep spurting all night long!”

“Illuminating,” Rarity said dryly. “Twilight, Applejack, have you started your challenge yet? I suppose there are less titillating topics of conversation, but by the standards we've established tonight this is rather tame.”

“Right, right.” Applejack cast her eyes around the room, selecting her target. “Fluttershy… uh… seen enough vag tonight to last a lifetime, huh?”

“Ugh,” Rarity said. “Vag? Clearly somepony has never exchanged flirtations in her entire life.”

The yellow pony blushed. “Oh, um, no, I don't mind at all. Even though I don't like… mare bits… as much as I like…” Her blush brightened, and her eyes started to drift down Applejack's body before she corrected herself. “Um, anyway, it's still nice to see all of you like this. It feels like we're a little bit closer now.”

Applejack bit her lip, then smiled. “I bet you'd like to get even closer with me. Or maybe Berry? I saw how you were lookin' at Pinkie Pie when I was filling her up earlier.”

Fluttershy shifted on her seat, forehooves pulling in tight against her torso, no doubt pressing against her damp, tingling lips. “M-maybe next time.”

Twilight jumped in. “Next time, if the game lets you do that, right? There's been a suspicious pattern to everything tonight.” She narrowed her eyes. “I almost get the impression that Discord doesn't want anypony here to slide their hot, hard shafts into you.”

“Eep!”

“You think he's jealous?” Applejack said. “Or does he just want to make Fluttershy desperate enough to jump on somepony whether the cards tell you to or not? Downright rude of him either way. If he'd done something like that to the rest of us, that'd be one thing. We'd just hop to and get 'er done.”

“Big talk from you, Applejack. I've seen you eye-fucking Rainbow Dash all night.” Twilight nearly stumbled over the swear—something she'd heard Rainbow Dash say once before. “Any reason you haven't 'gotten her done?'”

Rainbow rustled her wings and adjusted her hindlegs as her cock hardened. A croaky voice asked, “Y-yeah, AJ. If you want some Wonderbolt action all you've gotta do is ask.” Then she looked down at herself and visibly wilted. “I mean, uh, when I'm normal again. I know you're not really into dicks.”

Applejack opened her mouth to object, but took a moment to look at the huddled bundle of feathers to make sure she meant was she was about to say. She'd never really thought about griffons that way before, let alone male griffons, but the thought of Rainbow Dash splayed out underneath her, wings framing her on either side, her flanks and tailhole and… and cock all exposed to her…

“Sugarcube, I'd go for a roll in the hay with you any time.” Then she remembered her own transformation. Applejack dropped her forelegs onto the table and raised herself up, emphasizing her broad shoulders and muscular legs—a physique that managed to even dwarf her own natural farm-toughed exterior. “And I don't reckon I'd have any trouble keeping you in line right now, neither.”

“Oh please,” Rarity said teasingly. “Fluttershy is supposed to be the timid one, but you two have been balking away from each other all night.”

“Sounds like Rainbow Dash to me,” Twilight jumped in. “She can rub one out in the middle of a party like it's nothing, but honestly admitting her feelings is terrifying.”

Rainbow threw up her hands in exasperation. “I'm not going to take that from two ponies who've been chasing each others tails without even realizing it for years. AJ and I used to be at each others throats almost as much as her and Rarity, but you two have been acting like marefriends since day one, so what's your excuse?”

“We have not!” Twilight countered. “I love all of you! Rarity and I just happen to share more interests in common.”

Rarity nodded. “Just so, darling. And while I certainly wouldn't object to a spot of romance…” she shook herself “Ahem, with any one of you… Twilight and I are merely confidants.”

Twilight could feel herself sweat. She was grateful she wasn't human anymore, otherwise she had a feeling everypony in the room would have noticed immediately. “Hey, Rarity?”

“Y-yes?” Rarity said, turning to her with a nervous expression. Perhaps her mind was racing as quickly as Twilight's.

“Now that you mention it, I… I've been thinking that it would be nice to have a partner now. With everything happening, the royal politics and the school and everypony growing up and getting older… And you and I do spend a lot of time together already.”

Rarity's lips pursed as if she needed to think it over. Her mind raced for rationalizations. “I suppose that if I had to choose somepony to be at my side during fashion shows, or business meetings, or simply to enjoy a lavish meal at a Canterlot restaurant… I could hardly find a better suitor than you.”

Rainbow snorted. “I can't believe that after eight hours of nonstop sex between a bunch of mares, that's the gayest thing that's happened tonight.”

“How uncouth.” Rarity said, but the corners of her mouth quivered as she suppressed a grin.

Twilight beamed. “She's not wrong though.”

Applejack smirked. “Well, does everypony feel plenty embarrassed? Oh, uh, I guess we haven't said anything about Berry yet. You, er… I guess you got everything you wanted tonight, huh?”

“Not eeeeeevery thing,” he said cheerfully. His eyes swung over the Fluttershy. “But don't worry! We'll all get there soon!”

“Get there?” Applejack asked, puzzled.

“Just wait and see.”

While the room puzzled that one over, a distant rooster crowed.

Twilight took that as a sign that the night had officially ended. With her trusty levitation magic, she gathered the dice and the deck and placed them back into the box, then lowered the lid on top.

It felt like several invisible, hair-thin cords were severed as the box was shut.

Rainbow Dash shuddered and yelped as her talons disappeared and melted into hooves, and her feathered plumage flattened out into a uniform blue coat. Rarity gasped as green fire flicked across her form, leaving her unchanged as whatever facsimile of changeling magic dissipated from within.

Twilight looked around at the sudden dramatics. “I guess the box has some anti-chaos enchantments built into it. That… that I might need to study later.”

“Uh, Twilight?” Rainbow Dash said, her voice soundly slightly panicked. “If we changed back into ponies, why do I still have a penis?”

Across the room, Berry piped up. “Oh yeah! Weird.”

“What in tarnation is going on?” Applejack's deep, rustic voice called out.

Twilight blinked. She was stumped. It seemed that the night still wasn't quite over.
> 14 – Curtain Part 1
> --------------------------------------------------------------------------

Rainbow was the first on her hooves. She darted for the door and galloped out into the hallway. Pounding hoofsteps lead toward the bathroom where Rainbow’s first transformation of the night had suddenly worn off.

The other five exchanged looks. “Uh… are we gonna have to go have a talk with Discord again?” Applejack asked, with enough emphasis on the word ‘talk’ to send shivers down Twilight’s spine.

The alicorn shook her head and concentrated on the lingering traces of chaos intertwined with her friends’ natural magic. There wasn’t enough of it left to actually do anything, but… “Oh,” she said flatly.

“Oh?” Rarity said, sounding dubious. “Please tell me that this delightful evening hasn’t all been leading up to some horrific prank.”

“No, no. It looks like while the species transformations were almost entirely constructions of chaos magic, the sex changes were more… holistic. There’s nothing in your biology that knows how to turn into a dragon, but all of the blueprints for ‘penis’ are baked right in, so Discord’s magic just encouraged those pathways.” She paused, bit her lip, and continued. “I’m almost positive that it’ll still wear off in time. Nature doesn’t like to be bent this bluntly, so everypony’s normal bodies should re-assert themselves soon.”

Rainbow Dash bolted back into the room, her head tossing and her wings fluttering in panic. “Twilight, you gotta help! The bathroom trick didn’t work!” she panted.

“Calm down, sugar cube,” Applejack said soothingly. “Twilight just explained everything to us. If you’d waited a minute for her to figure this all out, ya wouldn’t be in such a tizzy.”

Rainbow took a deep breath and tip-toed over to her seat. She looked surprisingly like herself, rear anatomy excluded, but then she’d always had a bit of an androgynous figure. Folded up in her seat, hind legs tucked tight to conceal the organ lurking between them, any passing creature wouldn’t have a clue she’d been changed at all.

Applejack and Berry, meanwhile, looked as masculine as ever. If not for their coat and mane colours, they would be easily mistaken for siblings or cousins of their normal selves.

“So… I can’t walk home like this. Y’all understand that, right?” Applejack swallowed, then followed up with, “It ain’t even so much not wanting ponies to see me looking all weird, but if my family does, and coming home this late and…” she lowered her nose and sniffed. “Yep, stinking like sex… it doesn’t take a rocket scientist to put the pieces together and figure that we were having a magical orgy all night.”

“It shouldn’t take long. I’m no expert on chaos magic, but based on how the rest of the spells were structured, I’m pretty sure you’ve got half an hour at most before you’re all back to normal,” said Twilight.

Rainbow Dash folded her forelegs and pouted. “Ugh.”

“Come on now, sugar cube, it ain’t long. I reckon we had some turns that lasted longer than that.”

Rainbow rolled her eyes. “Yeah, well, time flies when you’re having sex.”

“Mmm, that I can’t argue with.”

Twilight could feel the nerves in the room, different from any time before. There was no game to play anymore, nothing to focus directionless energy on. She cleared her throat and in a bid to clear the atmosphere asked, “Does anypony want anything from the kitchen while we wait? Coffee? Water?”

Applejack grimaced. “You know I love a good cup of joe, Twi’, but the last thing I want right now is caffeine. I don’t know how, but I’m still as wide awake as a squirrel in spring.”

“Water would be divine, darling,” Rarity said. “I imagine we’re all a touch dehydrated after so many hours of… erm, excreting.”

Berry giggled. “Gross!”

Twilight’s horn glowed, and Rarity reached out a hoof. “You know, I’d also appreciate a chance to stretch my legs. Why don’t we venture down to the kitchen instead of summoning it?”

Her body suddenly heating up by degrees, Twilight swallowed and nodded. “S-sure thing. A walk would be nice.”

Rainbow Dash huffed. “Suit yourselves. I’m not risking it. What if Spike saw my balls or something?” She made a gagging sound.

“I’ll second that. Maybe all us, er, affected ponies ought to stay put for now,” said Applejack.

Berry nodded, and then Fluttershy murmured, “Oh, I’ll stay too.” She shot a discreet look at Berry, who simply smiled.

Twilight stood up. “Right, okay then. Come on, Rarity, there’s a detour by the east balcony that doesn’t take us as close to Spike’s room. Let’s do our best not to wake him. You know how… inquisitive he can get.”

She and Rarity swept out of the room on tingling hooves and subdued breaths. The door closed behind them with a soft click.

A few quiet seconds passed.

“You going to be okay?” Applejack asked Rainbow. “You looked one breeze away from a hurricane.”

“I’m fine.” She squirmed a little. “I mean, I think I’m fine. It’s not like having a dick is the end of the world or anything. P-plenty of cools mares with them. Misty Fly, on the Wonderbolts, she’s t-trans. The team’s tailor is pretty great, cause you can’t tell at all with her flight suit on.” She shivered.

Applejack left her chair and moved beside Rainbow. She placed a hoof on her shoulder. “We’ll be back to normal soon, sugar cube. You’ve just gotta try to stay calm for a few more minutes.”

“I know, I know. Just gotta… breathe.” She inhaled, then several seconds remembered to exhale again. “You know, I never thought I’d use the team’s therapist for anything, but maybe this means something? I’m not a prude or anything, so why am I so freaked out?”

Applejack snorted. “Sad to say it, but I reckon you’re the normal one. I got a feeling we’ll be seeing some more of Berry after today, one way or another, and as for me… I have a newfound appreciation for cock. Well, when it’s attached to me, that is. So if any of us need therapy, it’s probably me.” She managed a shallow grin. “But I think I’ll be fine.”

“Y-yeah. Me too.” Rainbow leaned over, bringing their shoulders together. Applejack felt so warm and strong and comforting against her. “Thanks.”

“My pleasure.”

Rainbow looked over at Fluttershy. “So why didn’t you go with them? Didn’t feel like a walk?”

She blushed. “Um, no. And I thought maybe you three would like some more company while you waited.” She inhaled and nearly choked. When Twilight and Rarity had left, they’d apparently let in quite a bit of fresh air, flushing some of the reek of sex from the room. And with the door now closed again, and those two gone, the mixture of scents had changed to be significantly more masculine.

“Everything okay, Flutters?” asked Berry. He turned toward her, looking concerned.

Fluttershy nodded and took another deep breath. Oh dear. She was so used to hurrying away when she smelled that kind of aroma. It usually meant that she was intruding on something, or that somepony needed some alone time. But she couldn’t deny that she’d always wanted to get closer instead. Maybe even have a little taste.

Her eyes flicked down to Berry’s lap, and she wasn’t too surprised to see the head of his cock poking out from between his legs.

He chuckled, sounding a bit awkward. Not something anypony was used to hearing from Pinkie Pie. “Sorry about that,” he said. “I guess I’m used to parties like this not ending until everypony is passed out or too drunk to keep going.”

“It’s okay.” She licked her lips and managed to add, “It’s kind of a shame that we never got a turn together, don’t you think? It seems like… like we were the only ones who didn’t get paired up at some point.”

Berry grinned. “Mmmm, I think there were two other sets of ponies who never got paired up.”

Fluttershy looked up, scanned the room, mentally ran through the names. Rainbow Dash, Applejack, and Twilight and Rarity. Hmmmm. “Really? Who?”

“Never mind,” said Berry.

Fluttershy shifted on her seat. Even though Berry was a full meter away, it felt like he was almost brushing up against her. “So, um. You like being a stallion?”

“Kinda! Or at least being stallion-y!”

“Do you think you’ll be sad when you transform back?”

Berry shook his head. “No, I like being a mare too, and when I got mare-ified again a few turns ago I felt super normal. But normal is also kind of boring.” He wrapped his forelegs around himself and smiled. “Berry feels really nice, you know?”

“I wish,” Fluttershy muttered, then immediately blanched. “Um, I mean—”

Berry cut off her backtracking with a coltish giggle. “Aw, come on, Flutters! If you want to cuddle, just say so. After all, I’m only going to be like this for a few more minutes.”

Fluttershy bit her lip. She wanted to. She really wanted to. But being closer to him would only work her up further, and she already had some doubts that she’d be able to keep her tail down on the way home. Then again, how could she say no without explaining her predicament?

So when she finally opened her mouth, what came out was a squeak, followed by a quiet, “Okay…”

Fluttershy stood up and, on legs shaking like a scared deer, crossed the slight distance between them. Then Berry surprised her by standing up as well.

“Oh, um… on the floor?” She looked at the crystal surface dubiously. Even Berry couldn’t be warm or soft enough to overcome the discomfort of laying on that.

Berry smiled sheepishly, then ducked under the table and rummaged around for a moment. Fluttershy swallowed hard and tried not to stare too obviously at his backside.

He emerged, his teeth clamped down on the corner of a large, plush cushion. He dragged it over to one side of the room and then sat down on one side. “I keep these all over the place. In case of cuddle emergencies.”

Fluttershy shook her head in puzzlement. But this was still Pinkie Pie—sort of—so she really shouldn’t have been surprised. She stepped onto the cushion and immediately melted a little as her hooves sank into the wonderful fluffy texture. She settled onto her haunches, side by side with Berry.

“Come on, let’s get comfy.” He rolled onto his back, legs curled cutely against his barrel, fore hooves extended to offer a hug.

She could feel herself blush. This was just a normal, platonic cuddle, she reminded herself. Obviously it wasn’t, but that was what she’d focus on.

They pressed together, chest to chest and belly to belly. Fluttershy tucked her head underneath Berry’s and found that the groove of his chin and neck formed a kind of natural wrap-around pillow. His fore legs settled around her, and he breathed in deep. It was all so soothing: the rise and fall of his chest, his head and legs on all sides, perfectly encircling her in fuzzy, pink comfort.

“So…” he asked, his voice deep and hushed. “How does it compare to fem Pinkie?”

She felt the little skip in his chest when he asked the question. The poor colt was nervous, which somehow made her feel even more comfortable. She spread her wings and laid them over his sides. “Mmmm, you’re like a big pink teddy bear.” She snuggled in tighter, tangling her hind legs with his in the process. “Or like a small pink real bear.”

“Wow. That good?”

“Mhm.”

It was so good that Fluttershy was almost able to forget about the situation between her thighs for a moment. Almost. But with every motion, every inch of contact between their bodies, she felt that flame glow a bit warmer, flare a bit higher. And she could tell that it wouldn’t be long before the welling droplets between her lower lips started to escape.

Maybe he wouldn’t notice.

“Fluttershy,” he said. She lifted her head to meet his eyes. Their faces were inches apart. “Do you… would you like to kiss?” Again, he sounded nervous, but she got the feeling that he was trying to speak for her, break through the ice in her stead.

She’d kissed before. Rainbow Dash, when they were fillies. Some colts over the years. Plenty of platonic ones with her other friends. But she’d never kissed a stallion. And intertwined like this, there was no doubt in her mind that Berry was indeed a stallion.

She opened her mouth and licked her lips, suddenly worried that she’d find them dry despite the excess of saliva she’d felt mere minutes ago. When Berry started to pull back, she swallowed and nodded. “T-that sounds… yes please.”

Fluttershy had to move up a bit to reach his mouth, her body sliding a few inches up his in the process. Their lips touched gently, making only the barest contact. Berry was simultaneously harder and softer than the colts she’d kissed so many years before. Certainly he was larger, more muscular, but he was also so much gentler, and underneath the nervous sparks that danced just below the surface, she could tell he knew exactly what he was doing.

He leaned in and deepened the kiss just a little, pressing their lips fully together and aligning himself so that it could become even deeper.

Fluttershy let out a little moan into his mouth. Her tail flagged, and for a second she almost broke away from the kiss in embarrassment, but even deeply ingrained instinct to cover herself was overshadowed by how much she wanted to stay there with him until they ran out of air.

She needn’t have worried, because across the room, Applejack and Rainbow had eyes only for one another. They had gone from touching shoulders to leaning fully into one another, Rainbow’s head perched on Applejack’s collar and Applejack’s head resting on top.

“You always were a real cuddle bug,” Rainbow whispered.

“Says the pony cuddling me.”

“Whatever.” In one fluid motion, Rainbow slid off of her seat, rolled over Applejack’s back, and settled down on her other side, bringing them to the same level. She snuggled back in again.

“Dang, you really don’t weigh a thing,” Applejack commented.

“Yeah, well, you’re like, twice as big as normal, so no duh.”

“I am not.” Then Applejack turned her head and appreciated the height difference between them. Usually they were almost eye to eye, with Rainbow coming in barely an inch shorter. Now there was almost a full head of difference. She whistled. “Sheesh, that die really did leave the rest of you untouched.”

Rainbow huffed. “I was also a griffon at first.”

“Oh yeah. How was that? You made for a dang cute bird.”

She grinned a little at that. “Aren’t I always?” AJ let out a little hum of agreement. “It was fine. And I guess if I have to have a cock…” Her hindlegs fidgeted a bit as she acknowledged it out loud. Fuck, she was still hard, and Applejack sitting right beside her wasn’t helping. “… Er, if I have to have a cock, at least with talons it’s easy to deal with.”

Applejack felt a small thrill run through her, like a filly talking dirty with a friend for the first time. Pretty silly after an entire night of constant sex, but here, outside the game, pressed up all close and intimate with Rainbow, it was different.

“If you don’t mind me asking, coming from a mare who ain’t much of a penis enthusiast, which do you like better? Let’s say they ain’t attached to you.”

“Whoa, spicy.” Rainbow said. She thought a moment, letting out a subtle hum. “The nice thing about pony cocks is they pretty much always fit like you expect. Cause, like, we’re built for them, right? Even if somepony’s packing extra inches, it still handles pretty much the same. But other creatures? You never know what you’re going to get. I sampled a few griffons when I was in Junior Speedsters, and fuck do those knots always catch you off guard.”

“How’s that?” Applejack asked, finding herself increasingly enraptured. She still couldn’t really wrap her mind around being into dick in the way Rainbow clearly was, but the mental images of pony Dash beside griffon Dash was giving her imagination a very satisfying workout. Her own shaft flexed, and her hips squirmed in a desire to find something to grind it against. Of course, the only nearby candidate was an increasingly comfortable, increasingly lively Rainbow Dash.

Rainbow shifted in place again. It was only thanks to the modest size of her member that it remained concealed between her hind legs. “Um, I guess they’re kind of like beads? Pony dicks are pretty much straight and smooth except for the medial ring, but griffon cocks are thinner in some places and really thick in others, like where the knot is. And maybe it’s all in my head, but I’m pretty sure they’re all shaped a bit differently too.” Rainbow’s tail swished behind her, her chest rose and fell as her breathing deepened. “Even if you don’t like stallions, you should try a griffon toy sometime.”

“Maybe I will.” Sitting there was starting to get a bit uncomfortable, so without really thinking, Applejack slumped backward and sprawled out on her back. It wasn’t a particularly revealing pose normally, but under the effects of Discord’s magic, it made her impressive anatomy stand out like a flagpole, jutting proudly up above her supine form while her heavy balls splayed out between her hind legs.

It didn’t take a second before Rainbow’s gaze snapped onto the sight. “Whoa,” she murmured appreciatively.

Applejack blushed, and she started to cover up, but then reconsidered. She spread her legs wider. “Not bad, huh? I’ve seen a few unsheathed farmhooves in my day, and I reckon this puts most of them to shame.”

“Celestia’s sake… yeah.” Then Rainbow cleared her throat and tsked. “Or, I mean, you’re on the big side, I guess. Unsheathed isn’t the same as fully hard though. You should know that as well as me by now.” A blush coloured her face, and she gestured sharply down between her own thighs, where her cock twitched and dribbled slightly.

Applejack smirked and tightened her core, making her cock jump. “You never answered my question. Griffon or pony?”

Rainbow Dash hadn’t intended to answer that bluntly. Her real answer was that griffons were shaped better for anal, since they went in easier and delivered a satisfying final kick with the knot. But with her sight filled with a large, luxurious Applejack sporting what had to be the finest dick she’d ever had the pleasure of looking at, all that nuance slipped from her mind. “P-pony,” she mumbled.

Applejack reached out a hoof and loosely hooked it around her cock, pumping up and down in long, slow motions. “You’re right about hooves though. After seeing you and Twilight showing off what digits can do, these clumsy things feel mighty inadequate. I wouldn’t mind trying out being a griffon sometime, as either sex.”

“Y-yeah, I really wish I’d kept my normal parts, cause otherwise being a griffon was pretty neat.” Rainbow licked her lips. She looked from Applejack’s face down to her crotch and back up. “You seem kinda pent up. If you, uh, need something more than hooves…”

“Aw, come on, let’s not do that,” Applejack admonished. Rainbow flinched, and Applejack sighed. “All the pretense and excuses, I mean. Twilight was right. You and I been beating around the bush for too long now. How about let’s go out for drinks tomorrow night?”

Rainbow actually let out a little gasp. Her eyes crossed. She slumped back onto her rump. “A date. Oh. Um.” She shook herself. “Yeah, a date sounds good.”

“Good.”

“Good.”

They stared at each other for a minute. Then Rainbow’s gaze drifted south again. “So… you’re saying that you don’t want me to suck you off?”

Applejack jerked upright into a sitting position. “What? No! Er, that is to say, you don’t have to. Aren’t you still uncomfortable down there?”

She shrugged. “Yeah, but you’re insanely hot, and I still have a muzzle. Maybe we can just… pretend everything’s normal?”

“That…” A gentle smile slid onto Applejack’s face. “That works for me, sugar cube.” She fell backward again and spread her legs. “Go easy though. Wouldn’t want to choke ya.”

Rainbow crawled between her hind legs and planted her fore hooves on Applejack’s thighs. She snorted in derision. “Please. If you thought Rarity was good, just wait. I’m the best cock-sucker in the game.”

She started to lower herself down to Applejack’s crotch when some last vestige of situational awareness reminded her that they weren’t alone. She spun her head around to look at Berry and Fluttershy. The latter had her face pressed against the former’s neck. Berry, meanwhile, turned to meet her gaze. He gave her a little wink and nod, then turned back down to snuggle up against the pegasus.

That was enough for Rainbow. Without any further ado, she dipped her face down between Applejack’s legs, let out her tongue, and ran it in one long lick from her balls all the way up to her tip, then down again to the medial ring. She gave it a quick suckle, eliciting a throaty grunt from Applejack, before moving upward again.

Her mouth opened wide, and she fit her lips around the head of AJ’s cock. This wouldn’t be a walk in the park. Whenever ponies talked about dick size, they always seemed to overlook that the bigger the schlong, the worse head they would get. Muzzles could only handle so much. But she was Rainbow Professionalism Dash, and this was Applejack’s giant marecock in her mouth, and she would not screw this up.

She started forward, moving until the tip entered her throat. She swallowed, backed off a few inches, then dove down again, forcing her muscles to relax so she could start taking more of the girthy shaft.

Applejack alternated between laying flat on the floor and propping her head up so she could see Rainbow Dash at work. True to her word, Rainbow looked like she knew exactly what she was doing. Applejack had to silence a laugh at just how serious the expression on her face was, eyes crossed slightly to focus on the pelvis that was, millimeter by millimeter, second by second, moving closer.

From her position, Applejack was also just barely able to peer past Rainbow’s head to get a look at the twitching, dribbling, needy length jutting down from her hindquarters. A narrow line of semen trailed from the tip to the floor, and she could tell that it wouldn’t take much to bring Rainbow close to her own peak. That would have to wait.

As Rainbow continued her trek down Applejack’s shaft, the other unofficial couple in the room had barely moved.

Berry nuzzled Fluttershy’s neck and whispered. “You don’t even want a little peek? I’ve seen a lot, but there’s something special going on over there, I mean it.”

Fluttershy giggled. “I suppose if they wanted privacy they wouldn’t be doing that right beside us.” She hesitated, head still pressed to Berry’s chest. “But honestly? I don’t want to move at all.”

“Awwww! That’s really sweet, even from you.” He relaxed back down into the cushion. After a few seconds though, his eyes drifted back to the action. “Holy cow, that is impressive. I always thought Rainbow was exaggerating.”

“Hmm?” Fluttershy murmured, genuinely not understanding for a moment. “Oh, you mean how she’s… um…”

“Yeah! You know our Rainbow Dash. She loves to brag. But look! She’s halfway down AJ’s dick and she’s not slowing down a bit.”

Fluttershy laughed again, still not looking. “You sound jealous.”

Berry considered that. “Hmmmm… not really! A friendly blowjob would be a really nice way to end a night, but cuddles are good too!” He tightened his forelegs around her back. “Especially with a cute, fluffy mare.”

Against all odds, Fluttershy felt her face heat up. There was another minute of quiet, comfortable contact, with the audible slurps and gasps of oral sex in the background. She gathered her courage and asked, “Would you like to… I mean, I’ve never really done it like that before, but…”

The forelegs around her stiffened a little. “I suppose I never did get to feel what that’s like. Only if you want to, though.”

A thrill ran through her as she—for the first time in several minutes—separated from Berry by a few inches. She looked down between their bodies at his shaft. It was almost fully hard, and a bit of precum glistened on the tip. Oh. It seemed obvious now, but that firm part of his lower stomach she’d been cuddling against hadn’t been an awkwardly splayed leg or the edge of a thigh at all.

How much of the dampness around her lower body was hers and how much was his? The thought brought a lewd little smile to her face.

Berry withdrew his fore legs, and with the confidence of mare who hadn’t touched a penis since she was a teenager, Fluttershy slid down his body until her eyes were level with his navel. The dark pink shaft looked simultaneously intimidating and extremely appealing.

“Start slow,” Berry advised. “It’s easy to bite off more than you can chew.” A beat. “Um, and please don’t chew. Or bite, if you can help it.”

She giggled again. This wasn’t like her clumsy attempts at intimacy back in school, where everypony was mostly doing it so they could say they had, and they all left feeling disappointed and cold. She was laughing and giddy and dripping marecum onto the floor.

The head looked as good a place to start as any. She poked out her tongue and gave the rim an investigative lick. The texture was delightful, and while the taste wasn’t quite as obvious as the scent, the hint she found egged her onward. She flattened her tongue and slid it across Berry’s flat cock head, delighting in the twitches it drew from her partner. She found herself grinding against the floor in anticipation.

Please don’t transform back too soon, she silently pleaded. I want to enjoy this.





As soon as the door closed behind them, Twilight and Rarity found their tongues tied and their thoughts muddled, and it took quite a few seconds of dumb, idle silence before Twilight remembered what they were doing in the first place. “This way,” she mumbled, leading them down the hall.

Despite its primarily crystal construction, the castle didn’t carry sound nearly as much as you’d expect. Their hooves made dull plinks where they met bare floor, and in most places the carpets muffled even that noise. So, really, there was no good reason for Twilight to take this detour around the far side of the castle just to grab some water from the kitchen. And Spike slept like a rock anyway.

They approached the stairs at a leisurely pace. To Twilight it felt like they were flying forward. How could it feel like she was rapidly running out of time but also feel like time was barely moving?

The stairs loomed. Rarity stood at the top step, looked back, and mercifully broke the silence. “Are you doing all right? You seem rather pensive. More so than usual.”

Twilight bit her lip. She really had no idea what to say, so she decided to try honesty for a change. “I guess I’m still processing everything that happened tonight. Last night. Whatever.”

They both started down the steps with Rarity in the lead.

“It was certainly eventful,” said Rarity. “And there were some revelations that will no doubt keep me awake during future nights to come as well.”

“In a good way?” Twilight asked, trying and failing to make it sound like a casual question.

“Unquestionably yes. It’s rather magical to be sharing something new with you and the girls again. It feels like it’s been quite some time since we’ve faced a new adventure together. And not a generic, life or death, fate of Equestria kind of adventure, but a friendship adventure.” Rarity blushed a little toward the end, her last few words trailing off as she realized how long she’d been talking.

Tears pricked at the corners of Twilight’s eyes. Nerves, fatigue, and the reminder of how much they had all been through together were a deadly concoction. She blinked the moisture away and skipped a stair in order to move just a tad closer to the other pony. She needed something to drink, probably something to eat, and hours and hours of sleep.

But above all, she needed to make sure the opportunity of the night wasn’t wasted.

Right as Twilight was about to start working her way toward the topic, Rarity parted her lips and did the hard part for her. “So… just how often have ponies complimented your cunnilingus skills? I haven’t forgotten that quip.”

Twilight laughed, and while she was definitely turning a bit red, it was the perfect question to open up the conversation. “Not—not that often. I’m just a fast learner.”

Rarity nodded, a little smirk on her face. She said nothing and maintained her pace just ahead of Twilight as they continued down the hall.

“It was with Cheerilee. Years ago. She was staying late at the library preparing a syllabus about some subject she hates… electricity, maybe? Anyway, it was late enough that I had to close up and head to bed, but I couldn’t bear to just toss her out, so… she stayed over.”

That was enough to crack Rarity’s composure. She stopped in place and whirled, her eyes burning with interest. “Oh, Twilight, that’s so perfect. The beleaguered school teacher and the fresh-faced new mare in town just starting to come out of her shell.” She sighed dreamily. “Do go on.”

“There’s not that much more to tell, really. It was right at the start of spring, so we were both a little pent up, and she’s used to having a bedroom to herself, so I guess… Sorry, uh, I shouldn’t gossip about Cheerilee like that. You know, kissing and telling and all that.”

Rarity nodded, but her excitement didn’t wane a bit. “So you kissed…”

Twilight rolled her eyes. This was a side of Rarity she was familiar with, although she seemed especially interested now that Twilight’s was the love life in question. Twilight slipped easily into their usual rhythm, tossing out, “Thinking back… I don’t think I was the only pony boasting in there. Where’d you get all that ‘expertise?’ And how have I never heard about it? You love talking about your hopeless romance attempts.”

“Hopeless?”

“Am I wrong?”

Rarity huffed. She turned about and continued walking. For a long second Twilight was worried that she was actually offended, that she’d blown her chance and she’d have to build up her courage all over again some other day.

But then Rarity cleared her throat and said, “There are times—few and far between, of course—when Fancy Pants’ parties aren’t social functions so much as… um, how to put it…”

“Orgies?” Twilight offered helpfully.

Rarity let out a breathy laugh. “No, not exactly. He and Fleur sometimes like to… temporarily expand their romance. Usually for a single night at a time. And… well… Fleur and he are just as aware of my ‘hopelessness’ as you are, so I suppose they consider it a very natural way to play matchmakers.”

“Let me make sure I’ve got this straight. To set you up with ponies, Fleur and Fancy invite you and somepony else into their bedroom and you all fuck?”

Rarity flushed aggressively, but she otherwise kept her composure. She tutted and said, “Now darling, when you do it on silk sheets, it’s called making love. And yes.”

“Wow.” Twilight bit her lip. “Well, I guess I understand why you never talk about it. It sounds very sordid.”

Again, Rarity whirled, although this time at least some of her energy was clearly for show. “I know! Isn’t it dreadful? The sauciest affair a mare could possibly dream of, and I can’t even share it because it’s about me!” Her sides shuddered and her hooves tick-tacked against the floor.

Twilight laughed. “Isn’t that a little hypocritical?”

Rarity pouted.

“But it is also very Rarity,” Twilight allowed. The other mare grumbled, but Twilight could see the begrudging grin on her face. “Now’s your chance then.”

“My chance? To what?”

“To talk about it. You know about my, er, tryst with Cheerilee. So… who are some of the ponies you’ve… spent the night with?”

Rarity sighed a theatrical sigh. “Oh, nopony you would know. All sorts of interesting young professionals and artists. I won’t speak ill of any of them, but more often than not they’re too intimidated by Fancy and Fleur and… well, and myself to an extent. Too nervous, too eager to please, and they can’t seem to properly relax and enjoy themselves.” She smiled again. “Then again, I probably wasn’t much better the first few times I went out with those two. Pinkie Pie may be the queen of parties, but those two are hedonist gods.”

Twilight bit her lip. “So… no real luck then?”

She shook her head. “I’ve tried to follow up with a few of them, but even after they’ve calmed down, we never seem to have much chemistry. Perhaps I’m just a difficult mare to love.” She sighed again, and while she was obviously trying to seem self-parodying and over-dramatic, Twilight heard a hint of genuine frustration.

“That’s not true at all!” Twilight retorted, all eggshells underhoof forgotten as she hurried to reassure her friend. “I’m sure they were just trying to protect themselves. Rejection isn’t easy, and everypony knows that you have a really discerning eye.”

Rarity nodded haughtily, but a hint of rue lingered in her eyes. “Flattery will get you everywhere, darling.”

They stepped into the kitchen. A little orb of magenta light floated up from Twilight’s horn to illuminate the room. “The cups are over there,” Twilight said, pointing to a cupboard. She herself fetched a pitcher and slid it under the faucet. Usually she just conjured water directly from the water system beneath Ponyville, heated or cooled it to the exact temperature she wanted and slightly filtered it to reduce that light hint of rural earthiness. An objectively better method, really, but there was something nice about standing in a seldom used kitchenette of her castle and watching the water level slowly rise in a glass vessel.

And of course, Rarity rummaging around in the background only added to the warm, domestic atmosphere.

“You and Cheerilee were never an item, then?” Rarity asked. “After that night, I mean. I assume if you had pursued anything serious, we would have heard about it.”

Twilight’s stomach sank a little. “I… I sort of, um, ghosted her? I think that’s the expression. I didn’t mean to, but I just had no idea what to say to her. I found a reason to go to Canterlot and had Spike run the library by himself for a few days. And by the time I got back, I guess she’d gotten the message, because she started avoiding me.” The message she hadn’t meant to send. Twilight had spent quite a few nights regretting that string of decisions.

“Oh, Twilight…” Rarity said sympathetically. “Don’t hold it against yourself. Everypony has made a few of those mistakes, and I know for a fact that Cheerilee is no worse off for it.”

“I know. That’s not really the part that bothers me.”

A knowing glint appeared in Rarity’s eyes. “Ohhh! I see! You were hoping for more ‘after hours tutoring?’”

Twilight blushed. “Not just that!” She let out a dry cough. “But, uh, yes, a little.” Then she shrugged her shoulders and smiled. “But I definitely made up some ground tonight. And…” She stepped closer to Rarity as if there was somecreature else that could possibly overhear them. “I had a lot more fun with you—er, all of you than with Cheerilee, chaos magic aside.”

“Well, naturally.” Rarity stepped back and struck a pose, stretching her hindlegs out behind her in a sharp angle and crossing her forehooves daintily. “Rainbow Dash is a world-class athlete, Fluttershy is an ex-model, Applejack is both the sweetest and strongest lover I’ve ever encountered, and Pinkie Pie is clearly on her way to being one of the most erotically skilled creatures in the world.”

Twilight’s eyelids fluttered as she struggled to follow Rarity’s words over the seductive show the mare was putting on. “And of course, you are…”

Rarity pouted, but one corner of her mouth ticked up into a smile. “I am…?” she said, trailing off with expectation.

She gulped. “Just astounding,” she muttered.

“I’ll take it.” Rarity returned to a normal posture. “And then of course to top it all off there’s an alicorn, one of the most powerful ponies in Equestria, and the most selfless creature I’ve ever had the pleasure of knowing.”

With a very dry mouth, Twilight said, “Very generous of you to say.”

Rarity just smiled.

Side by side, they gathered the cups and the pitcher and started back the way they came, moving almost in lockstep.

“So is that arrangement with Fleur and Fancy ongoing, or…?”

“Oh, ahem. Well. It has been quite some time since I’ve paid them a visit under those circumstances. We are all terribly busy as of late. Businesses here, pedagogic responsibilities there, and so on.”

“But you never formally stopped?”

Rarity considered. “No, I don’t believe so.” And after another few seconds she said, “But I might. Tonight may have shifted my perspective on romance a few degrees. I always expected my future partners would come with my career, and so Canterlot’s high society was the place to look. That clearly hasn’t gotten me anywhere so far, so maybe I should stop thinking of love with quite so much aspiration and look a bit closer to home.”

And Twilight, filled with a strange kind of courage that she had never felt before, said, “Maybe we could split the difference.”

Rarity stopped. Blinked. Turned to look at her. There was a cautious expectation on her face. “How do you mean?”

“I’ll be moving to Canterlot after my coronation. You’ll be moving there after this school term is over. It kind of lines up perfectly, doesn’t it?”

“Twilight Sparkle, are you suggesting that you and I start dating out of convenience?” Rarity asked with an arched eyebrow.

Twilight blanched. “Oh, um, no. I mean, when you put it like that, I—”

She was interrupted by a soft pair of lips against her cheek. Rarity drew back and smiled easily. “I would be absolutely delighted. Wouldn’t it have been a terrible shame if I had left tonight without getting that out of you?”

“What?” Twilight shook her head, thoughts spinning. “You… you were baiting me into asking you out?”

Now it was Rarity’s turn to wince. “Darling, no! Or, well, yes, perhaps, but…” She sighed, and met Twilight’s eyes, and they silently let each other off the hook with a warm look and a little smile. “I guess I deserved that,” she admitted.

“Maybe a bit.” Twilight unfolded a wing and used it to nudge Rarity to continue their slow trot to the party room.

“I was waiting for you to ask me,” Rarity explained. “It’s a bit cleaner this way, don’t you think?”

Twilight’s brow furrowed as she tried to dissect what that meant. She came up blank. “No?”

“The Canterlot rumour mill is vicious. If I had approached the soon-to-be-crowned ruler of Equestria myself and word had gotten out, think of what ponies would say? That I was just currying favour for my fledgling business? That I was wooing my way into status?”

Twilight giggled, already seeing something familiar in Rarity’s excuses. “Right. But since I asked you out, won’t they just accuse you of basically the same, but without crediting you with the cunning to set it all up? And more importantly, how would they ever find out about this conversation? Nopony’s around, not even our closest friends.”

Rarity’s muzzle scrunched and her eyes narrowed. She opened her mouth to retort, closed it, opened it again, and then… “Drat. Here I thought I had it all figured out, but I suppose I was just trying to justify not having the balls to ask you out.”

“Rarity!” Twilight exclaimed, taken aback by her language. “Where did that come from?”

“You know, I’m not certain myself. Perhaps the events of the night have loosened me up in more ways than one,” Rarity mused.

The implication made Twilight blush, but she had the perfect follow up that she refused to waste. “Well, if you ever want to try some balls on for size, I think I have the books and the skills to beat Discord at his own game in that department.”

“Oh Twilight, you do know how to sweet talk a mare.”

They arrived back in the hallway outside the party room. Not a peep was audible from within. “Should we announce it right away?” Twilight asked.

“That’s probably for the best. I doubt anypony will be surprised.”

“Oh, right,” Twilight said, thinking back to Applejack’s comment about the two of them during her last round. “Might as well get the jokes out of the way now, then.”

Twilight grasped the door handle in her magic, turned, and swung the door open. “Whoa.”

“What’s the—oh. I guess we shouldn’t be surprised.”

On one side of the room, Applejack laid on her back, face tilted up and legs splayed, with Rainbow Dash crouched between her thighs, sheathing the larger mare’s cock deep within her throat, her own cock dripping and twitching beneath her. On the other side, Berry lounged on a cushion, back braced against the wall, while Fluttershy licked and suckled all up and down his length. The little pegasus’ face glowed red, but from the way her hips ground against the floor and the quiet moans that formed and died in her throat, she was clearly enjoying herself.

Twilight blinked a few times. Pieces clicked into place. “Oh, I get it. None of us got a turn with the partners we wanted to play with the most.”

“Are you just figuring that out now?” Rarity asked with one eyebrow raised. “I thought it was obvious before the first round was even over that Discord was setting us up for something like this.” She took another long look at both displays of fellatio, one aggressive and practiced, the other slow and curious, and both boiling over with passion. “I have a feeling that whether we play this game again or not, we’re all going to have a lot more sex in the near future.”

“Except for Berry.”

Rarity snorted. “Yes, well. From the sounds of it Berry will have to make room in his sex agenda to fit Fluttershy in. But there are worse problems to have.”

They stood there quietly and listened to the sounds of oral sex for a few uncomfortable seconds.

Rarity turned to Twilight and said, “We should probably—”

The other mare was inches from her face, their noses almost touching. Rarity fell silent instantly. Felt Twilight’s breath against her fur. Twilight opened her mouth, seemingly to apologize.

Rarity moved in and kissed her, and after a second of stunned stillness, Twilight kissed her back, and they tumbled together out of the doorway and into a pile of purple and white.
> 15 – Curtain Part 2
> --------------------------------------------------------------------------

Rainbow's pace was fast and steady on Applejack's shaft, her breaths carefully timed and measured for when her throat was clear. Her hips humped in tiny jerks against empty air, but she did her best to ignore it. And with Applejack's sex filling her mouth and the scent and sight of the mare all around her, that wasn't hard at all.

She felt a hoof on her cheek, and she slowed to a stop. After a final hard suck and swallow, she let the tip pop out from between her lips. Rainbow looked up at Applejack and hoped that there wasn't as much drool and precum on her chin as it felt like there was.

"What's up?" she asked, only a little out of breath.

"I'm close, sugar cube."

"Is that all? You can go ahead. I pretty much always swallow." She reached forward for Applejack's cock, eager to return to her task.

Applejack stopped her. "That wasn't my worry. If Twilight's right, I've only got another few minutes with this thing."

"Oh." Rainbow's gaze dropped, and she shuffled backward. "No prob, I get it. Go ahead. Fluttershy probably wouldn't mind a second."

"What are you talking about? I haven't got eyes from anypony here but you, Dash."

Rainbow scoffed. "Okay, that's crazy. I sure as fuck have eyes for them."

Applejack glanced up at the other two ponies and the room. She flushed, and quickly returned her gaze to Dash. "Okay, fair. But you and I haven't gotten a chance together all night, and I ain't tossing that away." Her smile turned a bit devious. "Nah, I was wondering if you wanted to try something else. Remember that night you and I drank Big Mac under the table a few harvest seasons back?"

She nodded slowly, not seeming entirely sure where this was going. "Yeah…?"

"Aw, I guess you were too drunk to remember. Big Mac said something about a pain in his ass. You know, metaphorically. And then for a good thirty minutes you wouldn't shut up about how you liked a little ache back there."

Rainbow blushed even brighter than AJ had. "Oh jeez, I was bragging about anal? Yeah, sorry. I did that at a Wonderbolt retreat once, too. Spitfire has never let me live that down." Then comprehension dawned on her, and she bit her lip. "Oh, you wanna…?"

"Only if you're down for it. I reckon if you liked it before, no reason you wouldn't now."

She bit her lip, thinking hard. Then she shrugged and rose to her hooves, only a little jittery. "Okay, fuck it. You only live once, right?"

"That's a mighty reckless way to think, but for once I'm on board."

Rainbow turned around and crouched, raising her ass into the air. It was a position she was familiar with. Not her favourite, but there was something to be said for the classics, especially when it came to a fast, hard fuck. She wiggled her hips and flexed her lower stomach to coax a wink out of her lips. Instead, she felt the hard, wet slap of her cock jerking up against her belly, leaving a sticky spot of her own precum in her fur.

Applejack whistled and cupped one of Rainbow's rear cheeks with a hoof. "Gotta say, Dash, I always thought you were too skinny to have much of an ass. Nice to see I was wrong."

"Oh, suck my dick," Rainbow tossed back. Then she winced and looked over her shoulder to see AJ's reaction.

Applejack only raised an eyebrow, then her gaze travelled down from Rainbow's eyes to her rear, then down further to the twitching inches of flesh beneath. On its own, she still didn't really see the appeal. There was no tug in her lower stomach like she usually felt when ogling a mare's bits. Then she looked back up to see the rest of the pony, and she corrected herself. These were mare bits, and they belonged to one of her favourite mares.

She dipped her head down, between Rainbow's rear legs, and pressed her tongue up against the underside of Rainbow's cock. It was awkward, both because of the angle and because Applejack had no idea what she was doing. But Rainbow moaned in response, and arched her back, driving her rear further up into the air, and Applejack took that as a sign that she'd done well.

Applejack started to move in for a second lick, but Rainbow whimpered a little and wiggled her butt again. "Mmmmph, I take it back. Just fuck me."

"Aw, shoot. I'm sorry, sugar cube. I figured you'd like that."

"I did, but—" Rainbow looked back over her shoulder and gave her a smile that was meant to be reassuring but ended up looking more nervous. "But, um, it was also kind of confusing, and I just don't have that in me right now. And the longer you're playing with my dick, the longer my tailhole is gonna be empty, so get to it!"

Applejack chuckled and stood up. She took another good look at the prostrating pegasus in front of her. Dang was Rainbow a little thing. Usually Applejack didn't pay too much mind to who was on top or bottom or any other bedroom politics, but something about the situation was lighting a fire in her that she couldn't deny. She lifted a hoof and gave Rainbow's ass a little slap, just enough that she'd be able to feel it.

"Seriously?" Rainbow said flatly. "What are you, my college coltfriend?"

"Just living in the moment. You outta appreciate that."

"Hmph."

Finally, Applejack reared up a little—it didn't take much—and slung her upper body on top of Rainbow's back. The pegasus let out an oof at the weight. "Fuck you're heavy. It's kind of rude to crush a mare while you're doing her, you know."

"That's muscle for you," Applejack quipped. "If you'd ever done an honest day's work in your life, maybe you'd have some."

"Hey! My flight muscles are—eep!" Rainbow cut off abruptly as Applejack positioned her wide, dripping cocktip up against Rainbow's ass. She pressed forward with a tiny amount of pressure, and a realization struck them both. Rainbow was the first to voice it. She squirmed away from Applejack's advance and cried, "Lube! Lube! You are not going in dry!"

Applejack backed off immediately. "Aw shoot, course." Her cock slapped up against her own stomach impatiently, and Rainbow didn't seem any more serene. She looked around the room in a tizzy. "Of all the places to need it, and we're at Twi's place. I reckon there ain't so much as a tube of vaseline in this whole castle."

A voice spoke up from across the room. "You'd be surprised!"

Applejack turned to look at Berry. With Fluttershy still maneuvering around his crotch, he wasn't exactly an impressive sight, but he didn't show any embarrassment. He slid a hoof under the cushion they were laying on and retrieved a little glass tub, which he tossed her way.

Applejack caught it between her teeth and set it down. "How in Tartarus did you…" She shook her head and reminded herself who she was dealing with. "Never mind. You're a life saver, Berry."

And sure enough, the substance inside the container was undeniably lube. Sex lube, for sex. She removed the lid and scooped out a hoofful, then transferred the majority of it onto her shaft. "Whoa nelly, that's a strange one," she muttered at the cool, slippery sensation. She scooped out another small glob, brought it to Rainbow's rear entrance, and applied a generous coating.

Rainbow groaned a little. "Mmmh, that's… maybe the first time I've felt warm lube before. Where the heck was Berry keeping that?"

Applejack glanced between Rainbow and Berry. "I reckon we might not want the answer to that."

"Ew."

"Not like that! Just, you know. It's Pinkie. Berry. Even if he did have an answer, it'd be weird."

"Good point." Rainbow hiked her ass up and flagged her tail. "Now, speaking of weird, weren't we in the middle of something?"

Applejack took the hint. She mounted up again, and her cock slid up and down Rainbow's, aided by both lube and Rainbow's generously dripping marehood. Applejack actually heard an especially large drop splash against the floor. There was no question that Rainbow needed this.

Her hips slid backward as she positioned herself again, tip poised against asshole. "Ready?"

Rainbow scoffed. "Show me what you've got."

Applejack drove forward, force and lubrication working together to make the tight fit possible as her girthy shaft spread Rainbow open. The little mare all but howled. "Finally!" she rasped, and started moving backward in small, eager thrusts, taking more and more of AJ's first couple inches.

And she had quite a few inches to go.

Applejack found her rhythm almost immediately. She would have assumed that after all her experience with a strap-on this wouldn't be much different, but the addition of a few nerve endings and some extra bulk put a whole new perspective on topping. She could feel every squeeze of Rainbow's ring, every twitch of her hips. She could tell exactly when she pushed a little bit too deep by the way Rainbow tensed in response, or when she pulled back too far and the head of her cock threatened to escape entirely. All signals she was familiar with, but had always had to interpret from more general body language.

And on top of that, this wasn't a disconnected piece of silicone between her thighs but a part of her, and beyond the delightful sensations sliding up and down its length, it also guided her thrusts with an instinctual precision that she'd never known before. That sliver of her mind that usually focused on maintaining a good pace and staying at the right angle was free, because now her body did it all for her.

For her part, Rainbow couldn't have been happier. The second Applejack got the first few inches inside her ass, she was back in charted territory. The mild discomfort mixed with the promise of pleasure, the anticipation of when those involuntary muscles finally relaxed and her partner could start pounding her properly, it was all blessedly unaffected by Discord's magic, and she revelled in the familiarity. It was almost enough to mask the sensation of having a hard, needy dick of her own that was actively dripping precum onto the floor. Almost.

And given all the other perks, that would do just fine.





A less experienced pegasus was experiencing her own bliss a few meters away.

After minutes of licking, suckling, kissing, and stroking, Fluttershy finally found the courage to start taking Berry's shaft into her mouth. She hit a wall almost immediately.

In the fantasies that played behind her eyes while she worked herself off with a hoof or rocked a toy in and out of her pussy, she had always pictured herself sucking stallions off with all of the gusto Rainbow demonstrated and more. How hard could it be, really? Even if it was a bit uncomfortable, the sheer eroticism of the act would make up for it. The Fluttershy of her fantasies would close her lips around her partner's cockhead, look up at him with lidded, sultry eyes, and sink all of the way to the hilt without breaking a sweat, then pull all of the way back and break contact with a little kiss goodbye.

It was a good fantasy.

In reality, Berry's cock intruded two or three inches into her mouth before her gag reflex fired a warning shot, and she nearly closed her teeth on the soft flesh between her jaws. Thankfully, she managed to jerk backward just in time.

"Careful," Berry admonished, although his tone was more worried than reproachful. He was concerned for her. That was sweet.

Fluttershy narrowed her eyes on his cock and leaned in again. She just hadn't been prepared for his girth, she reasoned. Nothing had ever gone into her mouth more than three or four inches around, and Berry's stallionhood must have been double that. She just had to get used to stretching her jaw open a bit wider. Like at the dentist. A really sexy, really inappropriate dentist.

She fit her lips around it first, taking a moment to let her jaw muscles relax and adjust to being opened this wide. Once she was comfortable, she moved forward, carefully guiding the shaft past her teeth and across her tongue. Again, she waited, making little adjustments here and there until she was confident she could continue.

Saliva was already starting to pool at the back of her mouth. She swallowed, and Berry hummed in pleasure. Encouraging.

Fluttershy bore forward again, and she felt that little twinge of panic as her gag reflex started to activate. She drew back, braced herself, and moved forward. Again, she started to feel that not-quite-choking sensation, but she forced herself to bear it, ignore it. She focused on the hot, twitching, appealingly salty cock in her mouth, and she looked up at the adorable stallion it was attached to.

When her gagging response didn't get any worse, she moved forward another quarter inch, and the feeling intensified. She stopped, and focused on swirling her tongue around the bottom of Berry's shaft and treating the half that wasn't in her mouth with long, firm strokes with her forehooves. She dared to dive deeper, and another quarter inch slid inside.

And she choked, pulling back in one motion and coughing violently as soon as her mouth was clear of dick. She blinked tiny tears from her eyes and looked down at his cock and noted where the shiny saliva coating stopped. She'd made it about a third of the way down his length. That would just have to do for tonight, she decided.

She took a breath and started to get back to it when Berry put a hoof on her shoulder. "You really don't have to push yourself like this. It's better to practice with a toy or a toothbrush, just in case you do accidentally choke and bite or throw up or something." He smiled kindly. "Trust me, I've been there, done that, and baked apology cupcakes to make up for it."

Fluttershy whined in frustration. "I want to do this though! I'm lucky enough to be around when one of my friends turns into a hot stallion and I'm not even good enough to suck him off." Her tail whipped, the fibers brushing against her needy lips and pulling a groan out of her.

Berry noticed her agitation. "You know… giving oral is pretty fun, but you know what's also fun?" He sat up and pushed her backward into a reclined position similar to the one he'd just been in. His hooves spread her thighs. He looked down at her soaked crotch and licked his lips.

"G-getting oral?" Fluttershy guessed, her heart living up to her name and fluttering like a swarm of anxious butterflies.

He just smiled, and, instead of responding, dipped his head down and pressed his lips against her vulva, putting their earlier, more conventional kiss to shame. His tongue parted her folds expertly, gliding and twisting to cover every inch of her inner lips, from clit all the way down to the base of her vagina.

He pulled back with a little "ah!" of satisfaction. His muzzle was already visibly soaked with her arousal. "Tasty!"

"I… I am?" she asked. Twilight had seemed to like it too. Maybe she did have a nice flavour down there. "Um, Berry?"

"Mhm?" He rose up away from her crotch to meet her eyes. He cocked his head a little.

"You're doing a great job"—unlike the pathetic excuse for a blowjob she'd given him—"but maybe we should… you know, before you transform back…"

He seemed to catch her drift. "Ooooh." Berry was weirdly contemplative for a second. He brought a tender hoof down to her lips and rubbed in slow circles around her pussy. "Have you ever done that before?"

She winced and turned away. Of course it was obvious to everypony there that Fluttershy was basically a virgin compared to the rest of them, but having to actually confess to it out loud still didn't feel good. "No. But I've used some d-dildos before. Small ones."

Berry smiled encouragingly. "That's great! So long as you've had a bit of a chance to get used to the feeling. We don't have that much time and I don't want to rush things if you're not super duper comfy with them." He leaned in and gave her another kiss on the mouth, quicker than their first but no less deep.

Then he stood up and positioned himself, his saliva-and-precum coated cock poised just above her entrance. The tip touched her lips with not even enough force to spread them.

"Actually…" He hooked his fore hooves over Fluttershy's shoulders and rolled backward, putting them back in a similar position to before. "Why don't you be on top? That way you can stop and get off right away if anything unsexy happens."

Her heart hammered, but there was no way she was going to waste time discussing it at this point. She hurried on top of his lap and straddled him, bracing her forehooves against his sturdy chest. He looked up at her with the sweetest eyes she'd maybe ever seen.

A subtle change in the air sent a current over her neck, and she shivered. That was when she realized just how exposed this position made her. Anypony around would be able to see pretty much every part of her. She glanced around the room and saw… oh.

To one side, Applejack was sliding all the way in and out of Rainbow's ass at a brisk, disciplined pace. The smaller mare moaned and gasped with each motion, her own smaller cock dangling and leaking underneath her.

On the other side, the door to the room stood open. She could just barely see the end of an impeccably coiffed purple tail and, almost on top of it, a purple hoof that twitched and fidgeted like it had an itch. Whatever they were attached two was out of sight behind the doorframe, but Fluttershy had an educated guess.

She turned back to look at Berry's bright, excited eyes, and she flashed the same right back. They'd get as much attention on the surface of the moon as they would here in this room.

She wiggled back and forth, enjoying the feeling of his hard shaft trapped between their bodies, then she slid backward and lifted her rear. He reached down with his forehooves and held his cock up straight so she could position herself on top of it.

Once her vulva was again brushing against his tip, she started to lower herself. The first inch of downward movement seemed to last an eternity. Her legs trembled, her breaths hitched, and her heart raced. Berry's cock spread her outer lips and pressed against her entrance, and she felt the first bit of resistance. It was a feeling she knew well, just like Berry had said. After all, he was only a bit wider than her favourite toy.

She lowered herself further, and her pussy stretched around his girth pleasantly. She stopped there, with his cock not even inside her really, just holding her open. She met his eyes again, adjusted her hips, and quickly sank down another two inches.

Her head rolled back and she gasped. She was so full, so perfectly spread and stretched, and she had so many more inches to go.

"Are you doing okay?" Berry asked.

She all but purred, "I need one of those molded dildos of you…"

He grinned and reached back with his forehooves to massage at her cutie marks, squeezing and massaging her ass.

Fluttershy moaned, and her hips rocked back and forth unconsciously, not impaling herself any deeper on his shaft but rolling and grinding her walls against the inches that were already inside.

Now it was Berry's turn to gasp. His head thunked back against the floor, his cock twitched and throbbed inside her, and he whispered a tight, "D-do that again."

Fluttershy beamed. He wasn't even all the way inside yet, but she'd managed to wring some serious pleasure out of him. Experimentally, she rocked her hips again, this time consciously trying to keep her movements steady and fluid, and clenching her pelvic muscles as she went.

She heard a sound that almost made her stop cold. A whimper, like the sound a frightened animal would make, but she couldn't understand it like she usually could. She looked back down at Berry and saw that his eyes were squeezed tightly shut. His stomach rose and fell rapidly underneath her.

"Oh, I'm so sorry! Did I do something?"

"Nope!" He chuckled, but it sounded strained. "I'm super!" His hips squirmed, inadvertently making his cock pull and grind against her inner walls all over again. "It's just… phew, it's not easy to just lie here when you do stuff like that. Those moves are nothing new to me, but to that little fella"—he gestured down to his crotch, where half of his cock disappeared inside her—"they're a real pony pleaser. No wonder stallions have trouble la-lasting."

She looked down at him. At the way his chest rose and fell in time with his harried breathing. At the way his ears twitched and his eyes rolled in their sockets. At how his hooves tensed and made little kicking motions at nothing as he desperately weathered the jolts and surges of pleasure coursing through his body.

And Fluttershy grinned. One of them had hours and hours, maybe even days of practice at this. The other had a hoofful of awkward moments spread throughout years, plus a flurry of wonderful passion that very night. But despite her inexperience, here, on top of Berry, she felt wonderfully powerful.

She slid up his shaft until only the very tip remained inside and held herself there. Her tail hung low enough to brush against his balls, which she made sure to do generously.

"Aw, you aren't going to cut this short for me, are you Berry?" she asked with a bit of a disappointed pout. Her eyes narrowed. "I'm not even close yet." That was a pretty blatant lie, but she was gambling on Berry being too lovedrunk and caught up in the moment to notice the rivulets of marecum saturating his lap. In truth she wasn't much further from a climax than him, but she wanted to see how he'd react to a bit of a challenge.

And react he did. His eyes narrowed in kind, and his forehooves tightened around her rear again. With agonizing slowness, he pulled her down into his lap, sliding half of his cock into her, then more, until her pussy stretched to accommodate his medial ring.

Fluttershy's head lolled back as she was penetrated deeper and more fully than ever before. It was like every one of her neurons was zeroed in on a single bundle of nerves, leaving barely enough left over to keep herself upright. She clenched her teeth and focused through it.

She rolled her hips again, this time paying no heed to depth as she worked. Clenching and loosening, rising and falling, each motion both squeezing and stroking at his cock and grinding her clit hard against the now thoroughly matted fur of his pelvis.

They met eyes, and some understanding passed between them. The ruse was up, but their determination wasn't. Fluttershy was going to make sure Berry enjoyed this first time, and he would make sure she enjoyed the same, and it would be just as competitive as it was cooperative.

"Are you ready?" she asked.

He smirked, and lifted his hips in a shallow thrust to punctuate his response. "For what?"

"For me to f-fuck you?" Even though she stumbled a bit over the swear, the heat in her gaze and the smoldering smile made up for it.

She rose up his shaft and stood poised at his tip, and when she plunged back down, he thrust back up to meet her, and their hips collided with a soft, satisfying pwap.

Things only sped up from there.





When Rarity and Twilight landed together on the floor outside the party room, it truly felt like they had fallen out of time and space entirely. Toppling over while liplocked could apparently do that to a pony.

Even though Twilight had been the one to push them over, she ended up landing first and pulling Rarity down on top of her, breaking the fall with soft feathers and a warm embrace. Rarity immediately melted into the hug, and their kiss, which was frozen during their brief trip from vertical to horizontal, resumed in earnest.

Twilight didn't care about the hard floor under her back or the slight bruise that was definitely growing on the nape of her neck. How could she, when Rarity—Rarity!—was draped over her from tail to horn with her tongue in Twilight's mouth? She arched her back into the thin rug and stroked her hooves up and down Rarity's sides. It was astonishing to her that anypony could be so perfect and so real at the same time.

Rarity tilted her head and swiped her tongue past Twilight's, and the alicorn felt a sudden, unwelcome pang of insecurity. She might be a quick study, but she and Cheerilee had never really kissed. Not for more than a second, anyway. She'd never been so intimately connected with anypony for quite so long. Sex didn't even compare to just how close this felt.

Their lips parted, and as soon as Rarity refilled her lungs, she descended on the alicorn again, her lips this time finding the tip of Twilight's nose, the ridge of her cheek, the line of her jaw. A rain of slow, thoughtful kisses trailed down her face to her neck, and then even slower and deeper from one side, over Twilight's throat, all the way to the other. With each spark of contact, Twilight felt her fear melt away.

Finally, Rarity pulled back to admire her work. The sight almost took her breath away again. Twilight's eyes were blissful and unfocused, her face warm with the hint of a blush, and her mouth curled up in a dreamy smile. There were only a few times she'd seen Twilight so simply, unconditionally happy, and Rarity felt a quiet bloom of pride that this time it was a happiness that she alone had planted, watered, and tended.

"If this isn't love, then perhaps love just isn't for me," Rarity whispered.

Twilight giggled, still bathing in a sea of delight and only barely able to follow the other mare's words. She tried a few times to find a reply, then settled for, "You're beautiful."

They weren't the words Twilight would have normally chosen. A full summation of her feelings for Rarity would take so many more words, if she could even find the right words to express every angle of it. Poetry was never her strong suit, but maybe, hopefully, those two words (three, counting the contraction) said enough.

Perhaps the two of them would have spent the rest of the morning there on the floor, kissing and caressing and staring at each other in wordless appreciation, were it not for the actions of the castle's other guests.

From inside the room, a loud, needy moan filled the air and leaked out into the hallway. Rainbow Dash's voice, certainly, in the throes of what sounded like a very intense experience. It hitched and stuttered in time with the faint, underlying sound of hips meeting thighs and balls meeting, well, other balls, most likely.

That tiny injection of sexuality was enough to snap both Twilight and Rarity back to attention. Their breathing deepened, and their extremities started to tingle. It was obvious that their thoughts were pretty much synched.

"We can wait, if you want," said Rarity, her hips gyrating slightly against Twilight's belly. "Go on a few dates, do things normally." Her usual practiced tone was rushed and clipped, consonants rounding and vowels expanding. It was hard to enunciate when every fibre of one's being was vibrating with anticipation.

Twilight shook her head. "I think—" A moan rose in her throat mid-sentence, and she stopped to quell it. "I think we've been on hundreds of dates already."

"Sounds like an excellent excuse. Why, Twilight and I? We've been courting for years now."

"Haven't we?"

"You'll find no arguments here, darling."

Twilight sucked in a breath. "In that case…" With a flap of her wings and some careful application of her alicorn strength, Twilight jerked them both up into a sitting position and rolled on top of Rarity. Her lips found the unicorn's neck before they even touched the floor.

She kissed her way down Rarity's body, duplicating the example she'd just been given without even realizing it. She was going to learn a lot from Rarity.

It only took Twilight a few seconds to arrive at her stomach. Her kisses got harder, pulling gasps and giggles and even a few whimpers of desperation from Rarity's mouth. Part of her wanted to stay there, explore the new territory, and enjoy more of those delightful noises. But she didn't dally, because an even more appealing destination was waiting for her mere inches further south.

With her chin resting on Rarity's pelvis, Twilight paused to look up. "Any special requests?" she asked, her voice husky.

Rarity laughed. "Let's just see if you can live up to your performance with Fluttershy earlier. You don't have a dragon tongue anymore, and I'm not under any sensitivity spells."

Twilight flashed a grin. "I think I can still give Fancy a run for his money."

"Oh, darling, no. Fancy isn't the one to compete with. He's the fellatio expert. Fleur is happiest when her face is covered in marecum up to her eyelids."

"She and I will need to compare notes sometime then."

And without further ado, Twilight slithered down Rarity's body and wedged her head between the unicorn's thighs. The darker lips of her sex were slick with arousal, and they pouted open slightly, just enough to hint at the delicacies within. Twilight also spotted a few telltale jitters running up and down Rarity's thighs, fluttering across her stomach and pelvic muscles.

A little smile found its way onto Twilight's face. Rarity was holding back a wink. Well, that wouldn't do at all.

Her tongue poked out of her mouth and descended on Rarity's slit. She licked in one very light, slow stroke from bottom to top, enjoying how the other mare's body gave under her touch, the taste and texture of her skin, and that delectable quiver just under the surface where Rarity's composure warred with her body's desires.

Twilight licked again, this time reversing her direction. She pressed just a bit harder at the top, the pointed tip of her tongue spreading Rarity's outer lips and searching for the little hood of flesh that she knew had to be right… there! She probed above and around her clit, careful not to press too hard or suddenly.

And finally, with a moan and a jerk of her hips, Rarity's pussy winked open, and her clit came into view.

Twilight narrowly resisted the urge to lean in and suck on it. Too soon for that.

Instead she took the brief opportunity to swipe her tongue over Rarity's entrance, collecting a few drops of wonderful fluid as she went. There was nothing special about Rarity's taste, but Twilight delighted in it all the same. And even as the opportunity passed, Twilight couldn't help but press forward and lick around for another taste.

Rarity's clit receded and her outer lips closed gently around Twilight's muzzle. Instead of pulling back, Twilight inhaled. Despite the fact that moments ago she could smell Rarity's arousal from meters away, now, with her nose pressed against the mare's opening, it still wasn't overwhelming. This close, she noticed the faint fragrance of rosemary—that would be Rarity's preferred coat wash—along with a hint of something more exotic. A dab of perfume, maybe?

Rarity brought her hooves to her face to hide her blush. She hadn't known exactly what to expect from her first time with Twilight, but having her this close this soon was mortifying. It didn't help that she was also so worked up that Twilight's tamest licks and nuzzles were rapidly building her toward a climax.

Twilight pulled back for a few quick breaths of fresh air before diving back down. She found that spot again, her muzzle just slightly parting Rarity's lips so her tongue could probe at her pussy proper, tracing her walls and gliding around her clit in a careful dance that the alicorn had been eager to practice again. And even though her own pussy hadn't gotten so much as a touch yet, she could already feel a steady trickle of juices pooling beneath her. Fuck, she had needed this. They had needed this.

Rarity moaned and bucked her hips, driving herself even further against Twilight's muzzle. Twilight didn't retreat for even a second. Instead she advanced, burying more and more of her muzzle inside, her tongue swirling and rubbing wherever she seemed to get the most reaction. She couldn't breathe much, given that both her mouth and nose were stuck as deep as possible inside her marefriend—she had a marefriend!—but Twilight knew her limits, and she had a few tricks up her sleeves.

As impressive and hot as it was, deep tonguefucking like this had its limits, as Twilight had learned from a few helpful reference books on the subject and her own first-hand knowledge of the territory. The clit was the real pleasure button, and from this angle she could, at best, rub the top of her snout against it a little. Not exactly mindbending stuff.

So she lit her horn and wove a delicate strand of magic at the very top of Rarity's pussy, then moved it a graceful twirl, encircling her clit. Magic wasn't perfect for sex, and pretty much everypony, especially unicorns, knew it. It just lacked the realness most ponies needed to get off. Thankfully, with her lips and tongue still doing their duties deep inside Rarity's entrance, it was enough.

"Fuuuuhhh…" Rarity murmured, her voice warm and flushed. "You… mmmmmm…"

Twilight didn't withdraw her muzzle from its holster. Instead she rolled her eyes as far up as they'd go and did her meet Rarity's gaze. She raised an eyebrow.

"W-Where did you learn that?"

That was her cue.

Twilight pulled back from Rarity's crotch, and as her muzzle left its holster, the faint purple glow of her magic dimmed for a split second, fading from around Rarity's clit before reforming into a long, suitably girthy tendril. The magic shaft immediately took the place of her mouth before Rarity's lips even had a chance to close. It moved in long, slow motions, thrusting with just enough force to make its presence unforgettable.

And then she started to answer Rarity's question. She raised her head, eyes traveling up the unicorn's wonderful body to her face. A splash of pink caught her gaze before she could open her mouth. Another wink. Without really thinking about it, Twilight stuck out her tongue and gave Rarity's clit a broad, firm lick.

Simultaneously, her magic bottomed out inside Rarity's tunnel.

"Twiliiiight!" Rarity whimpered. She rolled backward slightly, legs twitching and hips jerking as an orgasm crashed over her. A splash of cum caught Twilight square across the face, and she barely closed her eyes on time.

Well, it would be rude to just sit there as Rarity rode out the rest of the spasms, Twilight decided. She leaned back in and slurped up as much of Rarity's juices as she could, appreciating the way her pussy winked open and closed in time with her twitches and gasps. Twilight's magic dildo maintained its calm, steady pace, keeping Rarity high on her peak and ensuring that a second one wouldn't be far behind.

Finally, once the other mare started to settle, Twilight lifted her head and blinked up at Rarity. "Books," she replied, and smiled. "I mostly learned it from books." She hoped that Rarity could see just how soaked her face was when she asked, "So… how do I compare with Fleur so far?"

In between heavy pants, Rarity said, "Twilight… Sparkle."

"Yes?"

"Get on top of my face already."

Twilight laughed and stood up. "Yes, ma'am."





Rainbow Dash struggled to stay on all fours.

It didn't take long before her ass relaxed enough for Applejack to pick up the pace. Instead of driving inside until just before her medial ring, now Applejack was pressing all the way inside until their hips met, then all of the way back out. And the first time the farm mare bottomed out, Rainbow felt something different.

She gasped, her hind legs wavered, and a spurt of precum oozed out of her cock. It was like when something penetrated her pussy in just the right way and hit that perfect spot that stole her breath and blurred her vision with pleasure, but even more dramatic. It sent shudders through her whole body, waves of uncontrollable spasms through her ass, and a white hot bolt of stimulation through her dick.

Huh. Must be the legendary prostate. Ponies were not exaggerating when they compared it to the G-spot. And even though her cock twitched and spasmed every time Applejack's endowment brushed it, Rainbow didn't feel any of the same discomfort she felt when touching her cock directly. It felt weirdly natural. And she wanted more.

"D-do that again…" she stammered, pressing her ass back into Applejack's body and moaning at how deeply it filled her.

Applejack smiled. "Found a silver lining, did ya?"

"You knew?"

"Everypony knows, Dash. Heck, Berry was talking about it not two hours ago. I ain't ever touched a penis before tonight and it was one of my first thoughts."

Rainbow blushed, which was crazy because meanwhile she was still getting her tailhole fucked by her best friend. "Look, I was kind of distracted by—oh fuck!" she cut off as Applejack once again slid right up against her prostate. This time her forelegs were the ones to give out. She slumped forward, her chin actually touching the floor as her cock jerked again. She shivered.

Applejack didn't bother helping her up, instead moving forward with her and shifting her own forelegs from Rainbow's back up to her shoulders, keeping her pinned with her ass almost forty-five degrees up in the air. She slid out, her widening cocktip tugging a little at Dash's rear hole before driving back inside, crashing into that magical spot along the way.

"Mmm, dang. You might not have any meat on your bones, but I can't say a thing about your flexibility." She thrust again.

Rainbow gasped and babbled nonsense, her heart racing so loudly she could barely hear the hot, wet sounds of Applejack's cock filling her up.

"You know—mmmph!—I've never made anypony cum just from riding their tail like this before, but I think us two are going to make a whole bunch of firsts together."

For all her bluster, Applejack could feel her orgasm rising like water behind a dam. She'd only enjoyed a hoofful of climaxes with her borrowed equipment, but she already had a pretty good feel for where her limit was. It wasn't far away, and she really did want to get Rainbow off first. Maybe that was just her ego talking. Wouldn't be the first time.

So she slowed her pace and focused on hitting that golden angle inside Rainbow's body. It was a good thing she was so much taller, because otherwise it would be hard to get her hips high enough to strike at it repeatedly. The width of her shaft probably also didn't hurt.

"This almost feels like cheating," she said, rocking her cock against Dash's prostate with pin-point accuracy. She withdrew again. "Something tells me you won't be quite this easy once Discord's magic wears off and that extra organ disappears." She thrust again. Rainbow shuddered. "Then again, what do I know? Your whole thing is speed, so makes sense that you'd cum nice and quick."

"F-fuck y—ah!" Rainbow's teeth clenched as another power shockwave rocked her lower body. Another dribble of pre-cum pooled on the floor, joining an already considerable puddle.

"What was that? Fuck you? And here I thought I was already doing that."

Rainbow Dash's response never came. She would never have usually taken this kind of teasing lying down, but it was Applejack, and she was struggling not to collapse under the bombardment of sensations the larger mare was serving up. And Dash had to admit, begrudgingly, that she kind of liked being dominated. Just a little. When Applejack did it.





Across the room, Berry's position was in some ways very similar and in some ways completely opposite to Rainbow's. He was pinned underneath his partner, and there was no question of who was in control. Fluttershy slid up and down his cock, pausing only at the extreme ends. At the top she wiggled her hips, enjoying the sensation of his flare tugging at her entrance, and at the bottom she rolled and ground herself against him, milking the length of his shaft with her walls.

For a mare who'd never been penetrated like this before, she sure figured it out quick. He was lucky to have her.

"Mmm, oh, right there," she murmured as she rocked her groin against his, feeling his cock spreading her deepest recesses. She pulled back and dropped back down, her ass bouncing a little against his pelvis. Her head rolled back and she gasped. "Yesss!"

All Berry could do was give little thrusts of his own to meet her and hang on for the ride. Maybe being on top was more fun, somehow, but it was hard to even imagine something feeling better than this. "Hey Fluttershy?"

The pegasus hesitated mid-bounce, her lips flexing around his shaft in anticipation. "Yes?"

"Would you ever, um, think about coming to a sex club with me?" He said it so fast that she almost couldn't make out the words.

She bit her lip and thought about it. Her hips resumed their motions, sliding down until they collided with Berry's lap, then rising up to the top. She brought a hoof to her entrance and touched the spot where their bodies were joined. She bounced up and down again. Fuck, she could stay like this forever. Maybe she should get one of those suction dildos and stick it to her floor somewhere so she could ride it whenever she wanted to zone out and think for a bit.

"What are they like?"

Berry smiled, and his eyes unfocused as if he was looking far into the distance. His dick twitch a little inside her. "It's like a normal party, but everypony is there to get a little dirty, if you know what I mean. Usually it's just little groups of ponies doing normal stuff, but sometimes…"

"Sometimes?"

"Sometimes everything just clicks into place. One night, we all played musical chairs, only there were special rules about sitting in other ponies' laps. And another time, everypony decided to be really sneaky when they did it, so it was like playing hide and seek but with fucking!"

Fluttershy grinned. She swished her tail over his balls right as she bottomed out, and he groaned. "You really like playing games, don't you?"

He blushed. "Yeah… aren't they fun, though? We were all playing a game tonight, and look at us now!"

A sex party. It absolutely wasn't something Fluttershy would normally do under any circumstances. She didn't even like going to most events unless they were Pinkie Pie parties. But tonight had awakened something in her. She wanted—badly wanted—to try things. Dirty things. Things that she had never had the courage to ask about before.

"Would I have to b-be with lots of ponies?" she asked.

He shook his head vehemently. "Only if you wanted—ah—wanted to." His breath was starting to shorten, and while his actual peak was still a ways off, it clearly wouldn't be long. And it seemed like just talking about going to this club was working him up even more. "We could just stick together the first few times, if you want."

Fluttershy nodded. With her concentration split, she wasn't paying attention as she rose to the top of his cock, and she accidentally slid right off of it, her lips stretching around his flare abruptly. When she descended again, his cock ended up sliding up against her belly, dragging right over her clit.

All of a sudden, the sweet, gradual release she had been building up to hit her all at once. She spasmed, her thighs quivering on either side of his shaft as her pussy released spurts of her juices all over its underside. Her vision went white, and it was only thanks to a last minute shoulder-grab by Berry that she stayed upright through the aftershocks of pleasure.

He pulled her in close and kissed her as she shuddered against him. It was a lazy kiss, but no less passionate than those that had come before.

Fluttershy pulled her face back and smiled at him, still catching her breath. "Sorry, that, um, that surprised me."

"Me too," he said. "I was worried for a second!"

She took another steadying breath and started to adjust herself. As her hips slid back over his body, she felt his cock, still hard and urgent as ever, poke at her belly.

That wouldn't do. They were supposed to finish together. Luckily, somehow Fluttershy still wasn't quite satiated, even though she'd had as many orgasms that night as she usually did in a month. So she lifted herself up, aligned his cock with her entrance. Her pussy was still dripping and clenching from the aftermath of her climax. She hoped that she wouldn't be too sensitive down there to bring Berry across the finish line.

"You don't have to—" he started to say.

Fluttershy just nodded. Shakily, inches at a time, she plunged back onto his length, all of the grace and rhythm she'd found moments ago seemingly gone. But she knew her limits, how much she could take and how fast.

After a second her hips touched his. Her pussy winked around him. She moved back up his shaft slowly, like a roller coaster climbing a hill, then dropped down, engulfing him in a second. Then again, up up up, and down. The sensation of being filled was almost overwhelming, but now she was so wet and ready for him that nothing in the world felt more natural than riding his cock and milking out a satisfying close to the night.





When Twilight Sparkle finally turned herself around and positioned her haunches over Rarity's head, the unicorn realized that she might have been a bit hasty. She was still breathless from her orgasms, her lungs and heart working overtime to catch up, but there, inches from her nose, were Twilight's lovely, dripping folds.

"Is this right?" Twilight asked nervously. "I—Cheerilee and I never did it like this." She adjusted her stance, her pussy moving just a little bit closer to Rarity's face.

"P-Perfect, darling," Rarity replied. Even though she was a little worried about her oxygen levels, her mouth was watering and her stomach was doing flips. And if she had to choose a way to die, suffocating under Twilight Sparkle's crotch would be close to the top of her list anyway.

"So I just…" Twilight shifted again, then lowered herself down until her soaked entrance brushed Rarity's nose.

Rarity lifted her head and delivered a long lick across Twilight's vulva. She smacked her lips. "Fantastic." And then she dove back in.

Twilight shuddered at the contact. Aside from her time on top of Pinkie's lap and her self-induced orgasm during the second to last round of the game, she hadn't gotten very much attention down there. And neither of those two admittedly wonderful experiences compared to this.

Rarity ate her out with measured perfection, as if it were a dress pattern that she had mastered to the point of intuition. Her tongue ran along Twilight's labia, dipped inside and traced her opening, flicked at her clit with just enough force to make her wink and then danced back to wriggle an inch or two inside her passage. All the while she managed to lick up and swallow the continuous trickle of cum running down toward her, keeping both her face and her working area all but pristine.

Twilight's face sank down in senseless pleasure, and her weight dropped along with it, pressing her pussy against Rarity's face. Twilight's cheek touched something soft, and she let herself float there on top of the tempest of electrifying pleasure Rarity was exacting on her.

It wasn't until she breathed in and the smell hit her that Twilight remembered where she was and what she was meant to be doing. Inches from her face, Rarity's pussy was still spread open around Twilight's magic, the ethereal glowing dildo gliding in and out on autopilot. Twilight only spared a second to appreciate Rarity's ability to concentrate on eating her out while getting penetrated. Then she got back to it.

Her hooves cupped Rarity's inner thighs and spread them slightly. She leaned down and looked at the mare's engorged lips and steadily winking clit. She had never given oral from this angle before, so she would have to adapt her usual techniques. Unfortunately, spatial reasoning had never been Twilight's strongest suit.

Fuck it, she decided. Anything would be better than just sitting there and watching. She was the princess of friendship, after all, not the princess of pillows.

Her first lick was along Rarity's pelvis, stopping at the very top of her labia and parting with a flick to her clit. She stretched her neck and went further, spreading Rarity's lips and licking all of the way down to the bottom of her pussy and swirling around just inside. Interesting. She definitely couldn't get the same kind of depth as she could in her previous position, but that was what the dildo was for.

Right, the dildo. It had been moving at a languid, recovery pace since Rarity had climaxed. Now Twilight sped it up, a little faster every stroke, until it was moving faster than Rarity's tongue was roving around Twilight's sex. It bottomed out perfectly at the end of each thrust, swelling just a bit once it was hilted, before shrinking enough to withdraw. The most expensive sex toys on the market weren't nearly as sophisticated.

Twilight resumed her work on Rarity's lips, licking and sucking and nibbling, gulping down whatever traces of marecum Rarity offered.

The tongue on Twilight's pussy started to lose its rhythm, and she felt muffled moans and squeaks vibrating inside of her when Rarity's very occupied mouth couldn't help but vocalize her pleasure. She never stopped eating Twilight out though, and the sudden randomness drove the alicorn to new heights with every unexpected lick or surprise kiss.

Soon enough, the unpredictable stimulation reflected in Twilight's own lovemaking. The magical shaft would hesitate before withdrawing, or plunge inside halfway, pull back an inch, and then bury itself the rest of the way. Its width fluctuated too. Not a lot, maybe an inch or so total, but it was enough to tug and prod at Rarity's insides in a slightly different way with each motion.

They fed off of each other like that, one's instability getting the other off faster, the pleasure making her lose even more composure. After a minute or two, they were both twisting and kicking, tongues flicking madly and faces digging deeper and deeper into each other's overflowing pussies.

In a flash of lucidity, Rarity realized that she was going to cum for a second time, and Twilight seemed to still be a ways off. And of course she was—she was missing something that Rarity herself had been enjoying this whole time. With every ounce of her arcane control, Rarity conjured a magic dildo of her own. It was less exact than the one Twilight had constructed—Rarity couldn't have perfectly matched her partner's inner dimensions like that even with time and reference material on her side—but it was much, much more detailed.

Perhaps it was because, for all her skill, Twilight Sparkle was less experienced in the bedroom. She certainly hadn't enjoyed nearly as many cocks. So while Twilight's conjured toy was smooth and textureless, Rarity's was as lifelike as a magical aura could be, complete with a flared tip, a ring, veins, and every other feature the unicorn could imagine. Some might have even called it a work of art, or at least obscenely excessive.

Rarity floated the shaft underneath Twilight's body and did her best to line it up with her entrance, but the angle seemed impossible. Twilight's crotch was too close to Rarity's face. She almost gave up there and dispelled her creation, but then she came to her senses. She pulled the dildo back a bit, then lifted it higher.

Twilight stiffened when she felt the fuzzy glow of magic against her tailhole. Her tail whipped behind her and her back straightened. She had never played with her ass before, but she was so close, and Rarity had worked such wonderful magic on her body already that she immediately trusted her. She wasn't about to pull her face from Rarity's cunt though, so instead of speaking she curled her wings down to brush Rarity's barrel and give her an encouraging caress.

Rarity seemed to understand. She returned her muzzle to Twilight's folds—the other mare's flinches and contractions would be more helpful than sight here anyway—and started to apply some pressure.

It was light at first. Almost unnoticeable, thought Twilight. Barely more than if she had sat down awkwardly on an uneven seat. Rarity's tongue lashed inside her pussy, then flicked back up to her clit and gave it a powerful lick. When Twilight shuddered and melted into the sensation, the pressure on her ass increased a bit. Perfectly timed, the ethereal cock thrust forward right as Twilight's muscles relaxed. The wide tip spread her open and buried itself inside—just the first half inch.

She gasped and clenched down on it hard. It was such a different feeling to anything else she'd experienced that night. Not painful, thankfully, but a bit uncomfortable and out of sync with the rest of her body. She held her breath, waiting for the dildo to move again.

But it didn't.

Rarity knew what she was doing. She had introduced a few ponies to anal play before, and of course Fancy and Fleur had passed along their incredible expertise on the subject as well. She would work Twilight up slowly, intruding an inch or two when she felt the alicorn relax, and only start moving the cock in earnest once she was sure it wouldn't hurt.

That plan fell apart when the shaft in her own pussy gave a sudden, shaky thrust. It pulsed in size, stretching her walls for a split second, then thrust again. The shock was enough to send her own magic thrusting forward, driving the dildo almost halfway inside Twilight's rear.

"Gaaahhhoooooh," Twilight moaned into Rarity's groin, somewhere between a whimper and a mewl of pleasure. Her legs turned to jelly in an instant, and her weight dropped fully onto Rarity's face, pussy mashing up against the other mare's muzzle. It still didn't hurt, but she couldn't tell if it felt nice either. Most of all, she felt mind-blowingly full, as if there wasn't an inch of empty space left inside her.

Once Rarity recovered from the surprise penetration, a shaky smile found her face, and she resumed her work on Twilight's sex, tongue swirling around the depths of her vagina and muzzle grinding along her clit. She started working the dildo in and out of Twilight's ass, never moving more than an inch or two at a time.

Now Twilight felt the pleasure. It started in her clit and burrowed deeper, meeting up with the sensations coming from her ass somewhere inside her body and crashing up her spine like a solid wave of tingling delight.

They found their rhythm again. Twilight gave up any pretenses of subtlety and moved to licking and sucking directly at Rarity's clit as her magic thrust in and out in quick, decisive motions. At her other end, the dildo in her ass was moving almost as quickly, sliding out to the halfway point before rocking back inside to the hilt. Rarity was muzzle deep in her pussy as well, tongue thrusting and rubbing in time with her own magic.

Neither of them were far off now.





At a breakneck pace, Applejack slammed her hips into Rainbow's, each motion nearly carrying the smaller mare off her hooves, each thrust glancing off of her prostate and building her up even higher.

"A-Applejack, I'm… I'm—" She cut off with a shudder, her hips moving in little spastic jerks as her balls tightened and her climax narrowly missed its offramp.

Applejack gave another forceful thrust, the slap seeming to echo off the walls. She leaned forward and growled in Rainbow's ear, "That's it, Dash. Paint the floor for me."

Another thrust, and then, with a high, throaty moan, Rainbow did as she was told. Her hips jerked again, rocking herself against Applejack's shaft, and her cock spasmed and twitched. Her first spurt of cum shot out with enough force that it bounced slightly off the ground, splashing onto their hooves. Her balls tensed as her cock produced a second wave, then a third.

Through it all, Applejack didn't stop pounding Rainbow's ass, jostling her prostate and milking even more out of her.

By the fourth wave of cum, Rainbow's strength left her. Even as her cock continued to spurt and dribble, her legs buckled. Her face, then her chest touched the ground, both immediately becoming soaked with her own semen. Her hindquarters would have dropped to the floor as well if it weren't for the long, thick cock that continued to drive in and out of her ass.

Applejack tightened her forelegs' grip around Rainbow's barrel as she worked herself to her own peak. Even though Rainbow's climax was already passing, each thrust forced another dribble of cum out of her slowly softening dick.

She crested her own peak, her balls tightened. In a deep, husky voice she groaned out, "Love ya', sugar cube."

The coil inside her tummy snapped. She buried herself balls deep and stayed there, pumping rope after rope of jizz inside Rainbow's bowels. With each wave she pulled back just an inch and thrust inside again, the tight confines of Rainbow's ass only squeezing more out of her.

Rainbow moaned again at the sensation, her opening tensing and grasping at its very welcome intruder, and with her last embers of energy she humped backward, ensuring that Applejack's seed found its way as deep inside her as possible.`





As Fluttershy bounced up and down on his lap, Berry found himself very glad that he wasn't on top. Every part of him was focused on not finishing too soon, not disappointing the beautiful little pegasus sharing such a wonderful, private thing with him. Never mind that she had already climaxed in his embrace moments ago, or that she'd enjoyed multiple other orgasms earlier. He just had to keep going, to prolong this moment. His pelvic muscles were tensed tight, his balls were starting to ache, and his cock twitched at even the smallest jostle or rub.

He was a mess, to put it bluntly, and it showed in his face. His eyes were wide and unfocused, his tongue poking out one corner of his mouth. His stomach shuddered with his rushed breaths, his legs wobbled.

Fluttershy looked down at all of that and nearly laughed. Or cried. It was a wonderful sight, a stallion so enraptured, so submissive beneath her. And it was one of her best friends as well. She sank around his cock, for the thousandth time marveling at the sensation of being spread and filled, feeling a part of him touch such a deep part of her.

On an impulse, she reached down and touched herself just above their union. The rough edge of her hoof brushed her clit.

That did it. She gasped and dropped her weight, hilting herself on him and gyrating unconsciously as her pussy clenched and winked, a mixture of her cum and his pre matting between them.

"Oh," said Berry, a little surprised. The tension vanished from his face, and his hips jerked upward against her, almost sending them both over sideways. Their attempts at coordinated thrusting stopped. With his dick buried as deep as possible inside her, they both twitched and humped very gently against one another as Berry's balls clenched and his flared tip spread her insides wide open.

A very distant voice in his head reminded him that this wasn't a planned orgy. Fluttershy hadn't known she'd be getting creampied that night. And while they were about as far from estrus season as possible, the possibility was always there. But it was too late for that now. Even ignoring the generous amount of precum he had leaked inside her already, he was a heartbeat away from his release.

Fluttershy had a similar thought, although in much less detail. Dim memories of lectures from over a decade ago drifted through her mind, adults awkwardly rattling off words like potion, condom, and of course "pulling out." Her very first time having penetrative sex and she'd completely forgotten until it was too late.

Might as well enjoy it then, they thought as one.

"Flutters…" Berry moaned out as another spasm wracked his lower body. His cock pulsed, delivering a powerful burst of cum inside her deepest reaches. Another wave, and another. After holding back his orgasm for so long, the cumshots felt almost pressurized.

Fluttershy rolled her hips slowly, enjoying the little flexes and jerks his cock made. She couldn't exactly feel the fountain of semen he was unloading inside her, but she could imagine it, especially once she looked down and saw the milky whiteness seeping out from between their union and soaking into their coats, dripping down onto the floor.

She slumped forward, forehooves reaching out to embrace him. She pressed her lips to his in a deep kiss as his seed continued to leak out of her.





It was a very good thing that the glowing, disembodied cocks Rarity and Twilight were using on each other were basically just telekinesis magic, one of the first things unicorns learn to do as naturally as breathing. If they were even a fraction more complicated, neither of them would have been able to keep the spells going through the maelstrom of ecstasy.

Rarity moaned around Twilight's clit. Her hooves reached up to massage Twilight's rump and sides while the dildo continued to glide in and out of her ass, its rhythm constantly stuttering and jolting whenever the ravenous alicorn under her tail delivered an unexpected lick or caress. Rarity's rear legs were twitching and kicking almost constantly, her hips jerking at the slightest spike in pleasure.

And for her part, Twilight had completely given up on supporting any of her own weight. Hopefully Rarity wasn't too uncomfortable with her larger frame bearing down on her, pussy enveloping the lower half of her face shamelessly. Twilight was too far gone to care now. They both were.

Rarity was the first to break. Her whole body spasmed, starting at her hips before rippling up her torso and out to her extremities. Her tongue lost any semblance of purpose and began whipping around Twilight's folds like a ping pong ball.

They were so synchronized with each other that Twilight almost couldn't tell whose orgasm was looming over them. Just to be safe, she increased the width of her magical shaft, stretching Rarity's walls just a tad more, and moved in close to lick and suck that wonderful pink button that kept winking into view.

Rarity moaned so loud that Twilight heard it clearly even though it was muffled by her own pussy. The unicorn's tail whipped up, tickling Twilight's nose, and then she came hard, spontaneous rivulets of cum pouring from her lips and filling Twilight's mouth and nose with the intoxicating scent of sex.

Twilight pulled the dildo out and thrust it straight back in to the hilt.

Rarity's world exploded. Her horn flared bright, her jaw spasmed, and her already obscured sight faded to black as her rear end humped and kicked at nothing, instincts trying to push her further into a penetrating party who simply wasn't there.

That flash of blue magic from Rarity's horn wasn't for show. For a split second, the unicorn lost control completely, and her spell did a few things. First, since the ethereal horsecock happened to be at the very beginning of a thrust, it slammed home hard enough to rattle Twilight's insides. Its shape morphed, becoming thicker in places and thinner in others, bending into subtle curves, and all but vibrating as the sudden explosion of magical energy wracked the spell's construction.

At the same time, Rarity accidentally bit down slightly on Twilight's outer labia. Not nearly hard enough to draw blood, but definitely enough to hurt.

Twilight's eyes went wide as the dildo rammed itself into her with as much force as a real, physical horsecock might have as its owner approached their own climax, sending a sharp ache through her ass. A split second later, she felt a sudden pinch in a very intimate place.

The sudden pain on top of pleasure on top of watching Rarity squirm beneath her was enough to send Twilight over her own edge.

She rocked backward, grinding her pussy even harder against Rarity's face. Her hips gyrated, fucking Rarity's mouth with unconscious abandon as her tailhole clenched and squeezed at the toy holding it open.

Rarity had no chance of catching all of Twilight's mess this time. Her face and neck were soaked in seconds, and Twilight's orgasm showed no signs of stopping. A distant part of the unicorn's mind recalled her thought at the beginning. Drowning in Twilight's arousal would be a pleasant way to go, so she opened her mouth and held her breath and did her best to savour the height of Twilight's orgasm as she basked in the first few seconds of her own afterglow.





At almost exactly the same time, six sticky, exhausted, happy ponies found that their night of sexual and romantic discoveries was finally over.

Rainbow Dash slid to the floor, Applejack's shaft sliding out of her ass in one long motion. The second her rump hit the ground, cum started to leak out and showed no sign of stopping.

Applejack dropped down beside her, forelegs immediately securing themselves around the little blue mare in a fuzzy post-sex embrace. Her cock was pressed between them, coated in jizz and slowly softening.

Fluttershy looked down at the mess oozing out of her pussy and pooling on Berry's lap. She didn't want to move—so she didn't. She rolled forward, Berry's cock still deep inside her, and cuddled up to his chest.

He met her gaze and smiled warmly. His tail flicked up to intertwine with hers, and Fluttershy extended her wings to cover his sides. Their cheeks touched in a gentle nuzzle.

Out in the hallway, Twilight Sparkle rolled off of Rarity and onto her back beside her. They sat there, side by side and head to tail, staring up at the crystal ceiling. They were both thinking a lot of thoughts, and neither had any intention of breaking the heavenly silence to voice them just then.

With a tingle and a sparkle so subtle that nopony even noticed, Applejack shrank back to her usual size, her proportions shifted, and her genitals returned to normal. Similar transformations took place for Pinkie Pie and Rainbow Dash, and they went just as unnoticed.





In a house quite a few miles and dimensions away, Discord felt a little twinge of satisfaction, as if he'd had a name on the tip of his tongue for days and suddenly remembered it.

"Hmm. Now what could that have been?" he wondered aloud. He thought back, trying to remember if he had set any particularly chaotic plans into motion recently. There were times he really wished that a personal planner wasn't so antithetical to his very being, because disorder was a terribly complicated business to keep straight in his head.

"Eh, probably nothing."