Starlight Glimmer sleepily lifted her head as a knock on the door of Trixie's coach woke her up. Cryptic bumbled in, looking sleepy. Trixie snored loudly in her hammock. Confused, she asked him what was wrong.
"I had a bad dream," he panted. "I kept dying over and over. So... I just came in here to... "
He trailed off, like he had no idea where he was going with that. Starlight was too sluggish to fully process that or what it might mean. She shook her head back and forth, as if to shake out the spare thoughts drifting around aimlessly like fish in a bowl. He looked scared and his big crimson eyes were wide. It kind of looked like maybe he had been crying too.
She reached out to pat his shoulder and give him a hug.
Glimmer embraced him to comfort him then stopped. Something hard was pressing against her tummy. Cryptic turned bright red and stammered an excuse that didn't even sound like Ponish.
"Do dreams where you die often get you hard?" Starlight asked with a dry tone. Cryptic didn't trust himself to speak and shook his head back and forth rapidly. He crossed his hooves over his abdomen, as if to block it from her view.
"Chill," she said. "I've seen naked stallions and a cock before. I'm not a virgin."
"Oh, y-you're not? I kind of thought..." then he stopped and his blush deepened. "I don't know why I thought that. You do seem very worldly and experienced. So did you and Sunburst...?"
"No, I enhanced Trixie."
Trixie coughed and rolled over in her hammock, her eyes flicking over. There were bright purple and she took in Cryptic and Glimmer's stances and blushing immediately. She grabbed her hat, crammed it on her head, with her pale white and cyan hair looking ruffled and out of place still. She glared at Starlight.
"You're flirting with your new playmate and you didn't wake me up? You're a bad friend."
"I'm a good friend," Glimmer corrected with a smile. "Because I'm going to share him with you. Poor dear had a bad night and needs something to forget about it. Apparently death turns him on."
"It doesn't!" Cryptic squeaked. "I don't know why I'm hard!"
Starlight Glimmer turned around and waggled her flank at him. He started sweating a bit, his eyes locked on her ample hindquarters. She backed up toward him, sashaying seductive. His cock twitched in anticipation. She nuzzled his cheek, rubbing her fluffy cheeks back and forth against his. She reached down to grab his horsecock and pump it up and down experimentally. Behind them, Trixie had somehow found popcorn already in a bad and was eating it. That distracted Cryptic a little and he chuckled.
"Oh, am I funny to you, hotshot?"
"N-no, it's not you... it's... nnnnn...n-n-nevermind, keep going... nnnn..."
Starlight had bent down to put her body underneath his, her head bumping his stomach. She wrapped her lips around his penis and sucked on it tentatively. Cryptic was already oozing precum, he was so pent up. Or, apparently, he was pent-up. He didn't know why he was so horny tonight or what set him off.
His chest felt like it was burning as she applied her tender ministrations with her mouth. He held his hooves to his heart, beating really hard. He could feel the blood pumping in his ears. The inside of her mouth was hot and wet and her tongue danced over his throbbing member. He could scarcely think. The suction and pressure of her mouth was incredible as she swallowed more of his length into her willing softness. Starlight opened her jaw as wide as it would go. She managed to keep her teeth out of the way by holding her lips over them and it made everything feel slick and smooth and damp. His penis felt incredibly warm and embraced.
Trixie's scoffed and swung the hammock back and forth, jumping down. "Amateur hour, I see. Let's speed things up."
The sensation of Glimmer's tongue weaving along the underside of his phallus and going around the nobs on the edges of his cock. She then dove forward to push her tongue against his urethra, hard. Cryptic groaned in pleasure and joy. His legs were trembling. Soon, he gave that up and lay down on his side on the carpet on the floor of the coach.
Trixie took Starlight's head in her hooves.
"Mmph?" Starlight asked, her mouth full of cock.
Trixie whispered something in her ear and Starlight nodded. Trixie began to leverage her head up and down his shaft manually. Starlight made flustered sounds, her breath hitching and gagging. There was a delicious sensation of warmth and a tingling all over. Her eyes flicked up to meet his, her lilac irises enormous and her pupils dilated. Cryptic had goosebumps creep over him as his fur lifted slightly. It was like his entire body was in a state of emergency and only her depths could quench his fire.
Her marefriend pushed her ever harder down the length of his penis, and he felt the head of his cock go past her uvula into her throat. Starlight's eyes got really big as she could no longer get oxygen. She shut her eyes tightly in concentration, her eyebrows screwed up with focus. Finally, she slapped Trixie's hoof and erupted off his cock with a great big desperate gasp for air.
"You okay?" Cryptic asked.
She gave a shaky grin, wiping drool over her face and chin as copious amounts of saliva linked her mouth to his reproductive unit. "Sure, just need a quick break."
"Did I go too far?"
"Nah, you did it perf," Starlight replied, with a bright smile at Trixie. "I love it when you dominate me."
The blue pony reached out to pet the purple unicorn and stroke her hair proudly. She leaned closer to Cryptic. "Did you forget your bad dreams?"
"Oh, yes," he said eagerly then amended to: "Oh no. No, I still have so much bothering me. After all, I only savored her and I haven't finished yet. The glass is only half full."
"More like you have two glasses," Starlight muttered under her breath. Trixie smacked her lightly with her hoof on the shoulder. "Don't sass your Master."
"Yes, Mistress."
"M-master?!" Cryptic said, surprised. "I, um, actually I don't like her calling me that. Or you. I feel like we should be equals."
"We'll work on it," Trixie promised. She reached down with her hoof to touch him softly. Cryptic's whole body jumped with that touch, he was so sensitive.
Cryptic gasped as Trixie surrounded the length of his member with her hooves, stroking him gently. She continued to touch him vigorously. The frog of her hoof was incredibly song, but the hoof was a little sharp. He winced a bit.
"Do you sharpen your hooves?" he grimaced.
"Sorry, I haven't had time to have them trimmed and polished at the spa," she apologized. "Maybe it would be better if I used my mouth instead?"
"Yesss," groaned Cryptic. "Do that. I want to compare your techniques..."
The Great and Powerful Trixie slowly leaned down and breathed against his abdomen, her breath coming rapid. The warm air she exhaled tickled him a bit. He closed his eyes and let himself get lost in the sensations of her lips against her skin as she kissed his belly and his fur. Another touch interrupted his focus and he realized it was Starlight nibbling at his ears and whispering sweet nothings to him. She kissed at his cheek and told him how sexy he was and how hot it was watching Trixie do this to him. Cryptic nodded mutely in agreement, not trusting himself to speak.
This situation didn't feel foreign to him, so maybe he wasn't a virgin after all? He wished he could remember his past. He definitely felt like he had been loved before, maybe even fucked before... He wondered who he loved and how he loved them... like if I love thee, let me count the ways...
His thoughts were interrupted by Trixie swallowing his dick into her mouth.
"Unnnf!" he cried out in pleasure. He bit his lip and waited as Trixie lapped up and down his hard shaft. When she pulled back to tease him, he started going soft again. Cryptic flushed in shame. "I-it's not you! I can get it up!"
"Relax," Trixie purred. "Starlight has a spell for that. Don't you, baby?"
"Already on it," Starlight said, her horn flaring with power. The stallion arched as some sort of power infused him and his turgid member rose up again and stood to attention. The mares giggled at their victory over his body. Cryptic just covered his face. It felt weird to have girls laughing at him. He remembered... classes, maybe? Bullies? Something like that. It was vague, but the impression was there. Negative. Bad associations. He squinted his eyes and looked up at the top of the stagecoach, decorated in stars and kites and things. Hand-painted, actually. Nice touch. Why is my mind wandering right now? God. I have two beautiful mares ready to fuck and this is all I can think about?
Trixie startled him by suddenly taking his whole girth into her mouth, swallowing him like a professional. Cryptic gasped loudly and covered his mouth with his hooves, startled at how loud he was being. She felt good! She took it like a champ, clearly very experienced in pacing, way moreso than Starlight was. Trixie was able to get up to deep-throating right away. It felt like a pressure was building up inside him, like an ocean swelling into a tsunami wave and coasting right for the beach.
"C-can you..." he stammered.
Trixie detached from his horsecock. "Go slower?"
"Yeah."
"Yeah," she responded, licking her lips lasciviously, biting them and watching him with bedroom eyes. Her lavender eyes locked on him and held him, like he was being hypnotized. No, wait, was he being hypnotized? Confused, he glanced over at Starlight and her eyes were squinched tight in concentration, still casting magic. Maybe he was being affected.
"What is she doing?"
"Enhancement," Starlight mumbled beneath her breath. "Just setting the mood, that's all. Making sure it's good for you and for her."
"For her?"
Trixie turned around to present her hindquarters, where her marepussy was sopping wet and Starlight's magic was at work on her clitoris. Cryptic put his cheek on his hoof, just watching in admiration as Trixie was clearly enjoying herself and trembling and shaking all over. A wicked moan escaped her lips and her clit winked in and out. He blinked, contemplating that. His penis twitched in envy.
"God, I wish I was a girl," he said.
"That can be arranged," Starlight Glimmer broke in suddenly, opening one purple eye. "I can even make you a colt or a filly."
"Damn!" he said, impressed. "You're very powerful, aren't you?"
"Nnn- nyes, second only to, gasp, Queen Twilight!"
"Second?" Starlight asked archly, turning off her spell. Trixie stamped her foot and groaned in irritation, motioning for her to resume. Starlight shook her head, refusing. Trixie gesticulated to Cryptic.
"You see what I put up with?"
"Bratty," he agreed.
"How should we punish her?" Trixie asked.
"Punishment by dicking," Cryptic suggested. "Or spanking."
"Ooh, I like the sound of that!" Starlight exclaimed. "No, wait, I mean, I'm a good girl, don't punish me. I don't want it! Please don't fuck me with your big cock!"
"I don't believe her," Cryptic said. "Do you believe this? More backtalk."
Trixie and Starlight both laughed, spoiling the mood. They both snuggled up to him and showered him in kisses. He felt weirdly full and happy, like everything was right in the world and nothing could possibly spoil his mood or take this away from him. He did wonder... about that filly spell... he couldn't get the image of Starlight's spell on Trixie and her cunt out of his mind. Cryptic cleared his throat, which had a frog in it, and then rocked his head back and forth, one ear flopping.
"Think I could be a mare?"
"Consider it done. I just need to get this gem that-."
A long technical explanation followed, full of jargon, of which he understood none of and mentally checked out on. Lots of magical terms and theories he didn't comprehend. Trixie looked similarly baffled. Clearly, Starlight knew her stuff.
Ten seconds later, his equipment completely changed. It felt really odd, not having a cock. It was like something was just missing from his body. Cryptic ran his hooves all over his torso, feeling his new crotchteats and also the vagina he had suddenly been given. Most odd. Nothing like what he had known up 'til now.
"Well, go on, give it a ring!" Trixie encouraged him.
He (well, now she) tenderly touched her new form. Her body felt more sleek and less muscular, with a big more fat in certain places, especially around the stomach and her new thighs. She blushed brightly. Combined with the fact everything felt so new already, this was definitely throwing her out of her depth.
Trixie pulled out some kind of exotic toy cock from a chest and brandished it and Cryptica blushed brightly. "Oh no! No, I am nearly ready for that!"
"Simmer down, Trix," Starlight reprimanded her, spitting on her hoof. "You gotta ease a mare in. Let the expert handle this."
"Are you implying I am not experienced in-"
"Let the expert handle this."
Starlight grabbed both of Cryptica's thighs and spread them. She 'eeped' and put her hooves down to guard her new glistening marehood. She felt too scared to be aroused yet. The purple mare rubbed her sides slowly until she began to relax. Starlight massaged her and pushed on her side to get her to roll over onto her stomach on the mattress on the floor. It was soft enough. So soft, actually, that her body sank into into the down. The springs were still, er, firm or unsprung, or however you would describe that. Starlight was a little distracted right now to focus on that. Currently, Cryptica was a little distracted by Trixie plopping her plump, purple, pudgy dripping wet marepussy right in her face. Close enough to...
"Go ahead," Trixie purred. Starlight shoved her away aggressively.
"You are horning in on my business! Go use that toy and get yourself off while I teach our new friend the magic of multiple orgasms, girl!"
"Sheesh, you don't have to be so pushy," Trixie complained, putting her snout in the air touchily. She stomped off. Starlight went back to softly touching Cryptica's back and running her hooves along her body slowly. She could feel the breath of her partner against her coat. It felt like maybe Starlight was holding her breath, then would exhale slowly as she worked the muscles under the skin. She moved in little circles, finding each sore spot and working the knots and tension out.
"That feel good, baby?"
"Y-yeah," Cryptica hazarded in a small voice. "Can you maybe go... a little harder?"
Starlight nodded, petting her hoof and holding it. In other circumstances, it would be lewd but here, it just meant to work the muscles with more pressure. The lavender pony leaned forward and pushed down harder. Cryptica released the breath she was holding and began to relax. She moaned softly in pleasure as Starlight continued to knead her back.
Off to the side, Trixie was slowly working the toy inside herself, moving it back and forth with a gentle rhythm. She was already pretty wet, but even with magic aiding her, it looked like penetration was rather tricky. The glistening folds of Trixie's pussy began to part as the head pushed up against her softness. Cryptic watched, transfixed. The sight was only a few feet from her face so it was hard not to notice it, really. Plus, Trixie was releasing delicious little moans and noises and pants and quick breathing as she played with herself.
Was she seriously mumbling, "Oh, yeah, you are so great and powerful, Trixie!" to herself? Yes, she was. She was seriously saying her own name while masturbating. Cryptica stifled a girlish giggle at this and suddenly gasped as Starlight's hooves moved a little lower down her body. Kneading her butt, actually. Her butt that was a lot fuller now than before. She treated it with professional aplomb, continuing to rub it like any other muscle in her back. It felt really good, actually.
"Please continue," she whispered.
"I intend to."
Cryptic yelped outloud as Starlight bit one of her buttchecks. Hey! That kind of hurt!
"Sorry, I couldn't help myself," she chuckled loud. "It just looked so juicy."
"Maybe ask next time?"
"Okay, I will. I'm actually sorry."
Cryptica sniffed a little, miffed. Starlight could be a real meanie when she wanted to be. What kind of person just does that, goes and nips someone? Normally, she felt like she wouldn't be irritated by a small thing but, whatever, it was highly irritating all the same. Anyway, Starlight went back to gently massaging her hind-side and legs and no more unexpected bites or nipping was forthcoming.
Starlight then plunged her muzzle right between her legs. Cryptica cried softly in surprise and spread her thighs further. She gave a couple tentative licks, and Starlight kept glancing at Trixie, distracted. She was clearly having a good time with that dildo. It promised more for Cryptica soon too, if she could get her ready.
