When Dusk Comes

The Princess of Friendship, the alicorn Twilight Sparkle licked her lips in apprehension while she went over the mathematics written on the board in front of her one final time as the last bit of her absolutely final check of the new spell she had written; which of course was preceded by her primary check, secondary check, and somewhat but not quite final check. From what she could tell, everything was absolutely, perfectly, in order and ready to be cast. The spell in front of her had taken three months to craft. It was the product of painstaking nights of research, interviews with Princess Luna, and even more nights of brainstorming in order to craft a whole new kind of magic for the purposes she needed.

But now it was ready. Once she cast this new masterpiece of arcane inventiveness, all the ponies who had been ignoring her since gaining wings would finally be paying the princess her proper respect! With the extra two feet of height this spell would add, all the ponies outside of Ponyville would finally believe she was NOT some pre-teen adolescent alicorn who wandered away from her royal babysitter!

I mean honestly! Everypony sees Celestia and they go ‘dur that’s what a grown-up alicorn is supposed to look like’! Luna and Cadence aren’t teenagers you idiots, AND I AM NOT A CHILD! Twilight mentally screamed at everypony who had such opinions, from the cabs in Manehattan, to the ponies who monitored the rides at Six Princesses Over Equestria for fillies too young to ride.

Of course, the spell would do a little more than just give her longer legs. It would also fix a minor deficiency in her earth pony nature so that she could out hoof-wrestle Applejack, and help her with the apple-buck season without using the magic that made the farm pony grumble under her breath every time Twilight levitated a field’s worth of apples into their carts while she was stuck with just one tree at a time.

As a last minute action, Twilight double-checked the wards placed in her castle’s laboratory to make sure everything was functioning properly. It was quite surprising, and maybe a little expected, to find that the crystal tree castle that had been grown for her and her friends had come fully equipped with everything Princess Twilight was needing for her to continue her studies in magic. This of course included a complete laboratory that put even the one she had previously used in Celestia’s castle to shame.

The Magic of Friendship was truly a wonderful thing.

After making sure everything was warded in case things got out of hand, Twilight weaved one the spell forms in her mind and focused her magic. She created a mental picture of what she wanted to look like in her mind: a tall, powerful alicorn with long legs and far reaching wingspan. The only thing that would be staying the same would be the length of her horn; relatively anyway. Twilight had already impaled far too many books with the slightly longer one that had come with being an alicorn while reading. If she was cursed with one as long as Celestia’s…Twilight didn’t want to know how much damage she’d be doing.

After fixing her new and improved appearance in her mind, Twilight waited for her lab's clock to chime, and felt her powers increase as the world entered her appointed time of the day. Although not nearly as long as Luna’s night or Celestia’s day, the few minutes when it was twilight, the youngest alicorn found her connection with the Element of Magic greatly enhanced up to the point where she could quite literally do anything, much like a spirit of disharmony. Only, with the Magic of Friendship being the source of her power, the magic she performed were quite grounded in reality and not as easily undone.

With her power at its peek, Twilight gleefully activated her spell, already dreaming of all the changes that would happen once she was practically on eye level with Celestia. Ponies she passed on the street would give her the respect due a princess, Pinkie would probably throw a growth spurt party, and…Twilight giggled at the thought of visiting the Crystal Empire to hug her soon to be little older brother. I can finally get back for teasing me all those years, it’s not my fault I was a late bloomer!

A strange cracking sound brought Twilight out of her daydream and she looked up at her spell-form in shock. In her second of lapsed concentration, the magic had turned in on itself and was beginning to overload. In a few seconds, it would release and…Twilight had no idea what would happen.

Without even thinking about it, Twilight threw a multi-layered shield around the room before turning back towards the spell. Okay, Ponyville should be safe. Now just diffuse the spell and…

Twilight pulled at a strand of her mystical tapestry, and blanched when instead of beginning to become unraveled, it collapsed on itself even faster.

Then, the world disappeared in a bright light, and she felt herself being thrown back across the room.

Twilight let out a loud groan as she picked herself up off the floor. The alicorn waited a moment for her vision to clear, and sighed when she noticed that aside from a few of her alchemical reference books that had fallen out of the far shelf when she crashed into it, there was no damage to the tree palace, or giant smoking crater where the town used be. A check with her magic told Twilight that her wards had held, and no magic had managed to escape her lab. Everypony had been saved from her foolishness.

Well that’s good. But don’t get distracted Twilight! You need to go over your accidental spell discharge checklist, she told herself.

First insure all body parts are accounted for, she thought before looking back at her wings…and frowning at them. Her wings had gotten…bigger. Much bigger. They had gone from Cadence-sized to full on Celestia!

“Ohmygosh! Did it work? Did it really…um, why do I sound like this?” Twilight asked herself in a baritone voice that sounded more akin to Big Mac than Twilight Sparkle.

An extremely panicked thought entered her mind. No! Did I mess up my hearing? Twilight asked herself before she reached up with a hoof to feel her ears and make sure they were both still there. There was also a lack of pressure that would have accounted for a change in her audio perception due to some inner ear problem.

“Mirror…I need a mirror,” she told herself before simply conjuring a full length body mirror to see if something had gone wrong with her ears that she could confirm visual rather than just by tactile sensation.

The image that the picture showed was not one that she had been expecting. The reflection that Twilight cast was indeed one of a large alicorn on equal height with…well, it was closer to Luna than Celestia, but still bigger than the Princess of the Night. Twilight’s horn was still the same size as before in proportion, while the alicorn’s wings had indeed changed to match the shape of the sun goddess’s.

However, Twilight’s muzzle had taken on a definite male continence, and now that he bothered to notice, there was a rather…odd feeling coming from between his hind legs.

“Oh no,” the alicorn prince mumbled as he juggled his flank a little, getting the dreaded response from the pieces of what he assumed were parts of some very male anatomy. “No, no, no, no, no!”

Then, against his better judgment, Twilight flew backwards a bit so he could rest his back against the wall as he looked down between his legs and gulped while making a scientific observation.

Sweet Celestia…I’M HUGE!

After fifteen minutes of panicked observation, experimentation and…measuring of equipment, Twilight Sparkle had conclude that he was in fact not having a hallucination, was quite conscious, not under the effects of Discord’s magic, and not under a glamor.

He was now male.

A stallion.

A very big stallion, at least a head taller than his brother and…although Twilight had never taken Shining’s special measurements, he was pretty sure his lower horn was also quite a bit longer.

Okay Twilight, no big deal, he told himself once he finished breathing into a conjured paper bag. You can fix this. All you have to do is wait until the next time when the sun and the moon are switching places. It’s sunset, so you won’t have to deal with any petitions. And you live in a castle-

A knock at his lab’s door cut off the alicorn prince’s thoughts. “Twilight? Hey Twi, you there?”

-along with Rarity, Pinkie Pie…and Rainbow Dash, he finished as he identified the voice as the one belonging to the cyan pegasus.

Stupid Palace of Friendship, the alicorn thought to himself as he glared at the offending thing’s walls. Of course, being what it was, the castle hadn’t just been built for Twilight. All five of his friends had a place to live in at the crystal tree. While exploring the thing, each one of the mares had found a room adorned with their cutie marks and a living space set up perfectly for each of them, sans furniture.

While Applejack had chosen to remain on the farm with her family, and Fluttershy stuck to her cottage with her animal friends, the other three girls had no such obstacles when it came to moving in.

Okay Twilight…no big deal, just ignore her, and she’ll go away. You can deal with Dash in the morning, the alicorn told himself hesitantly.

“Come on Twilight! I really need some help here!”

Twilight froze, then slowly turned his head back towards the door and let out a tiny whine. If Rainbow was having a problem with something…he couldn’t just ignore it. No matter his own difficulties.

“Ra-” Twilight stopped himself from speaking as his definitely masculine voice reached his ears. Then, the alicorn cast a simple spell that Celestia had taught him during one of her more…prank-filled magical lessons. A magical field surrounded her mouth to alter the sound that would pass through her lips. “What’s wrong Rainbow?”

“I need to, can I just…ugh! Can you at least open the door?”

The request made Twilight grit his teeth. From the odd whine and barely restrained franticness of her voice, Rainbow was pretty upset about something. “Okay but…I need you to Pinkie Promise that you won’t tell anypony…or Spike! You can’t tell any pony, dragon, pet or…Discord what you see in here. Especially not Discord!” Twilight knew he would never live it down if word got to the draconequus she had turned herself into a he.

“Crossmyheartandhopetodiestickacupckaeinmyeye! Now let me in, pleeeeeeeeheheaze!”

Drawn by Rainbow’s…franticness Twilight opened the door with his magic from halfway across the lab and Rainbow zoomed in before the prince quickly shut the thing and locked it behind her. Not even a second later, Rainbow was in his face with a wide-eyed expression. “Twilight! I need you…to…bwa?”

As Rainbow’s expression turned from wide-eyed frantic panic to wide-eyed surprise, her wings stopped beating, and set dropped to the ground with a soft thud. The jarring seemed to unlock her mouth, and she just sat on her plot, her mouth hanging open.

Taking a moment to dispel the vocal enchantment, Twilight cleared his throat and looked away from his right-hoof mare. “I had an accident with a spell,” he mumbled before looking back down at Rainbow Dash while the mare craned her own neck upwards to meet the prince’s eyes.

Twilight took in a long breath, and gulped. Any minute, Rainbow was going to break out into laughter, and there didn’t seem to be a hole big enough in her lab to hide in anymore.

As the silence just continued for longer than was comfortable, the alicorn found himself looking back down at the pegasus, examining the changes his new perspective had brought. Rainbow Dash was…smaller than he remembered. Although Twilight knew on a conscious level that it was in fact he who had just gotten bigger and altered his assessment a moment later, he couldn’t help but think that it was the other mare who had changed. For some reason, it made the little pegasus look all that more…desirable.

Unbidden images of Rainbow Dash filled Twilight’s mind, like the first time they had met, and the first time they had spent time together reading, and the first time Rainbow had taken her out for flying lessons. Then came the things that were more fantasy than memory, like the daydreams of kissing the little mare in front of him, of wrapping her up in his magic and holding her aloft while diving into her honey pot, of holding a helpless Rainbow captive while Twilight kissed, sucked, felt, and claimed each and every inch of the pegasus’s body as her own.

Then Twilight became aware of new fantasies that entered his mind, brought on by the new equipment that his failed spell had provided. He could see himself hunched over Rainbow’s back as he pounded the hay out of her. Another image had the two of them coupled together as they did it belly to belly, and a third mental scenario had Rainbow kneeling at the foot of the bed as she wrapped her mouth and Twilight’s cock, pleasuring her prince before drinking his seed.

GAH! What’s wrong with me? Twilight asked himself as he tried to banish the thoughts from his mind, but only fond them reappearing with an even greater burning desire and increased heart rate as more scenarios appeared in his head.

In some, he coupled with Rainbow and they shared a pleasurable, loving embrace. That’s…nice, he had to admit to himself.

In others, he and Rainbow shared a fierce bout of lovemaking that was also a struggle for dominance to see which pony could put himself on top. Whether by magic, muscle, or strategy, Twilight always found himself winning those contests and proving who was the more masterful pony. That’s…I…no, Rainbow wouldn’t like that…right?

The last images that entered his mind, by far the fewest and most unbidden, were the ones that made Twilight cringe. In them, Rainbow rejected his sexual advances, but was unable to resist Twilight himself. She kicked and screamed and tried to fly away as he tore he tore her from the sky was his magic, held her down with his strength, and forced his was into the crying pegasus’s sex. No…NO! I WOULD NEVER DO THAT TO HER!

And yet, Twilight couldn’t deny the fact that…he wanted to. Twilight Sparkle wanted to have sex with Rainbow Dash. He wanted it more than anything in the world.

“Twilight?”

The alicorn flinched and he looked down at his friend before freezing in a cringe while several fears trickled into the back of his mind. What if Rainbow had noticed something? Twilight had never been good at hiding his emotions, even from somepony as oblivious as Rainbow Dash, and with a sex change on top of the new levels of passions that were filling his head, he didn’t know what could be showing. “Y-Yes Rainbow?”

Twilight gulped when the relatively tiny pegasus bent down a bit to peer between Twilight’s legs, Dash’s eyes going wide when she spotted the alicorn’s quickly forming erection. “Holy cow Twilight! Even Big Mac would be jealous of that thing!”

“RAINBOW!” the alicorn prince shouted, giving Dash a push with his magic that sent the pegasus tumbling into the nearest bookcase, her head resting against the bottom while she ended plot up in the air.

As soon as she had landed, Twilight kicked himself for his actions. Rainbow’s teasing was no excuse to get violent and misuse magic in such a way! Especially on your best friend Twilight, the alicorn’s conscience scolded him in its best Celestia voice.

A second later, Twilight was standing over the much smaller mare and checking her as much as he could without touching anything. From what he could tell, Rainbow’s exquisitely athletic body was undamaged, and her beautiful wings didn’t have any feathers out of place.

“Rainbow! Rainbow, are you alright?” he asked before letting out a breath he didn’t know he was holding, then taking in some much needed air. The action sent a shiver through Twilight’s body and the fire in his genitals only seemed to burn that much hotter while his heart rate increased.

Thankfully, Rainbow Dash let out a little groan and shook her head quickly, as if to clear it. She looked up at the purple alicorn prince and smiled. “I’m fine Twilight. Pegasus, remember? It takes way more than that to do anything to me. Uh…sorry if I startled you.”

Twilight let out another sigh and breathed deep, then swallowed a mouth full of saliva a moment later. Thank Celestia…I don’t think I could live with myself if I had hurt Rainbow.

Just to make sure Dash wasn’t being full of bravado and trying to hide something, Twilight checked over her body again from head to tail, but stopped when he came upon the mare’s waiting sex. After taking in another breath through his nose, Twilight’s eyes widened in alarm. “Rainbow you…you’re in heat!” he screamed in terror.

“Uh y-yeah, I told you I was getting close a few days ago, remember?” she asked, licking her lips and gulping at the end of the sentence. Twilight noticed the pegasus broke eye contact for a moment to look back between the alicorn’s legs, then she was addressing the stallion once again. “I, um…I wanted to ask if you had anything to help with this um…are you okay?”

Twilight’s whole body trembled at the question, and he got nose to nose with the mare. “You’re in heat Rainbow! I can smell you, and-and it’s driving me crazy!”

The pegasus gulped. “Oh…um…that’s…nice?”

For a moment, Twilight thought about just teleporting Rainbow as far away as possible, but with his heart hammering away inside his chest, the alicorn couldn’t bring himself to focus at all. “Rainbow, you don’t understand! I…I want you!”

As soon as the words left his mouth, Twilight regretted them. He had always respected Rainbow when they had both been mares, looked up to her even. The pegasus had a boldness that Twilight knew he would never possess, and after becoming an alicorn that appreciation had only grown when Rainbow had taught him to fly. In truth, Twilight had harbored a tiny crush on Rainbow Dash because of her brashness and way she could just do things without needed to plan out a single detail.

But now, it had seemingly been increased exponentially and changed from an appreciation of Rainbow’s form to an outright desire. The little pegasus was nothing less than adorable, and all kinds of hot. Before he could stop himself, Twilight quickly calculated the amount of pleasure he could give her in coitus, considering his newfound intimate knowledge of wing sweet spots, and earth pony stamina.

He could already picture himself taking the blue mare from behind as he started with the basic forms of intercourse and worked up from there to things so kinky they were only possible with the most powerful of unicorns. The pleasure he and Rainbow could give each other would be…

STOP IT TWILIGHT. Rainbow…she’s going to hate me, Twilight told himself. She’s going to think I’m some kind of sick freak because I haven’t even been a guy for a day and I’m sizing my best friend up like a sack of oats!

“Okay, if you want to do it, let‘s go.”

The soft voice shattered the panic of the alicorn’s inner monologue, and Twilight found himself staring into Rainbow Dash’s eyes. “W-What? No! Rainbow, this is just chemicals! You’re in heat, and I’m reacting to that! It’s not…really…um…not really-”

“D-Don’t tell me that egghead junk,” the pegasus said before reaching up to brush away a tear from Twilight’s eyes. “Do you think I’m blind, this pegasus sees everything when she’s flying Twilight. I see where your look when you think I’m not watching, how your wings stiffen when you’re flying behind me for too long, how you lick your lips when I smile. I just…if you didn’t want to make a move…well…

“Twilight, you bring out the best in me, and keep me on the right path when I start to stray. I felt this way since…Celestia! Since before you became an alicorn, and then you earned your wings and got even sexier, and…you helped me get into the reserves, and…Twilight…I want you too.”

Twilight gulped as Rainbow walked up to the stallion and looked up at his eyes. The wide-eyed look she gave him made the alicorn shiver. She could see the desire her friend held, mixed with the honesty of what she just said, and the stark terror for some reason Twilight couldn’t fathom.

“Y-You mean…do you really want this?” he asked. “Dash, I’m-”

“You’re Twilight Sparkle,” Rainbow told him. “The most awesome pony I know. And if you want this, then so do I.”

As the pegasus’s mouth came closer, Twilight gulped, then lowered himself into the kiss.

It was just lips at first, both of the ponies hesitated for a moment, then Twilight felt Rainbow’s tongue slowly slip out of the mare’s mouth, and he let it into his own to meet it with the larger tongue of the alicorn before Twilight overpowered Rainbow and took control of their oral foreplay.

With the uneasy opening out of the way, Twilight found himself becoming more bold by the second. The larger alicorn’s mouth nearly completely enveloped Rainbow’s before he scooped the little pegasus up in his forelegs. The prince’s hooves grappled onto the flank’s of his mare and his own wings lifted them both in the air as the kiss was finally broken.

“Your bed or mine?” Twilight asked while preparing his magic for a teleport.

“M-Mine,” Rainbow told him. “Somepony might want to have an audience with you or something. Walking in while we're doing it. Totally uncool."

The world vanished in a purple flash, and the next thing Twilight knew, he was laying on top of Rainbow’s bed with the sexy little pegasus beneath him. “Belly, or traditional?”

“W-What’s best for you?” Rainbow moaned out, obviously in need. The mare’s sex was already dripping in anticipation, and Twilight hadn’t even done anything yet.

Twilight couldn’t help but giggle…or chuckle, since stallions didn’t giggle. “No idea. This is my first time.”

The statement made Rainbow grin. “Right, new plumbing.”

“No Rainbow, my first time ever,” Twilight confessed. He felt a bit of shame at that, knowing Rainbow had probably been with dozens of stallions a hundred times more experienced than him. It left an uneasy feeling in his gut to know he probably wouldn’t be measuring up any time soon. “Anti-social, remember?”

Rainbow Dash gulped. “Oh, um…then better do traditional, let me roll over.”

The pegasus squirmed in the alicorn’s grip, and Twilight realized he needed to let Rainbow go so she could readjust positions. Wow I barely felt her struggling, this new body is strong, he thought before something else occurred to him. He was a lot bigger than Rainbow in several ways, and strong now. Injury could easily result if he got to out of control. Better take it easy Twilight, you don’t want to hurt her.

Thankfully, Rainbow’s sex was already dripping and had been preparing to accept something as big as Twilight was sporting. He didn’t trust his seduction skills to get the mare in the mood just yet.

As soon as Rainbow was rolled onto her belly and presenting herself, Twilight lined his stallionhood up in its proper place, and slowly slid it into Rainbow’s waiting opening. Once it was in, he leaned forward, and Twilight was a little surprised at the position he found himself in. Towering over Rainbow as he did now, the alicorn left his lover completely in his shadow. Their respective sizes allowed the need for conquering Rainbow Dash she had felt earlier to be stated, without even touching the pegasus's pride.

Despite Rainbow being the one to lead them into her bedroom, Twilight knew that he was the one in control here. He would set the pace, he decided how much force to be used, and even if Rainbow tried to back out or fight him off, the alicorn knew his new level strength would easily overpower what the pegasus possessed so he could take what he wanted.

Not that I'm going to, Twilight reminded himself with a gulp. It was just...nice to know that he could.

Even with is preparations, Rainbow’s vagina felt incredibly tight. Each inch that Twilight slid himself into the little pegasus got a tiny moan from Dash despite ample lubrication. When Twilight felt the end of his cock hit Rainbow’s cervix, he took a minute to let his lover breath. “You okay Rainbow?”

“Y-You really are big Twilight,” the pegasus responded between breaths.

The alicorn strained his back to look down on his mare, and stroked her mane gently. “Sorry. Do you want me to go slower or something then?” As much as he wanted to plow the pegasus, Twilight’s first concern was Rainbow’s comfort. He wanted her to enjoy this as much as he did, needed her to.

“I’m good,” Rainbow assured him. “And speed it up. Big doesn’t mean much if its just standing there!”

So, Twilight did. He pulled back, and thrusted forward, over and over again with a little bit more power behind it each time, care to try and keep himself under control. It was hard. Being inside the pegasus felt absolutely wonderful. The warmth and constant pressure provided by Rainbow's vaginal canal provided constant stimulation and warmth for the stallion's phallus as it slid in and out with ever-increasing ferocity.

Finally, the pegasus reached her limit, and Rainbow bit into her bed sheets before crying out after just a couple of minutes when her sex clamped down on Twilight’s penis in orgasm. Twilight held his jaw tight as she screamed into the sheets, then almost went limp on him when her canal loosened to allow for continued intercourse.

Still hard, Twilight reached down with one of his hooves to stroke Rainbow's cutie mark as the mare caught her breath. Although he wanted to go on more than anything, Twilight knew he needed Rainbow's consent. "More?" he asked her softly when the pegasus's pants had slowed down.

A cry of "Yes!" followed by Rainbow telling Twilight to "keep it up till you can't" gave the alicorn all the further permission he needed. So Twilight continued on while Rainbow had orgasm, after climax, after eruption of blissful pleasure. As their lovemaking went on, Twilight adjusted the power of his thrusts based on the tiny cries coming from his pegasus, until finding the exact mid-ground between a pleasurable 'ugh!' and a painful 'Agh!' that made Rainbow's bed shake more than a little from the amount of power being put into them.

When she finally hit her last one of the session, Twilight felt the pressure build in his own sexual organs, and gave one final thrust filled with all his lust and need to assert dominance over Rainbow that went all the way to her sexual wall before unloading everything he had in one blissful moment. The cry that erupted from the stallion's mouth was less of a word, and more of a conquering roar of a male rutting the female he had been seeking for so long.

With his load spent and his phallus becoming soft, Twilight pulled out of the little mare and looked back down at his lover, seeing he in the light of the room's lamps for the first time. Rainbow’s body was covered in sweat, and she panted continuously, completely exhausted from the ordeal.

A pang of guilt Rain through Twilight's heart, as well as a swelling of pride. He had ridden his best friend to the end of her stamina, but outlasted the most athletic pegasus in the world with energy to spare.

“You okay Dash?”

“Never…better,” she got out between pants.

Twilight chuckled at the pegasus trying to act tough when she couldn’t even move. It was just too adorable for the God of Magic to take. “Okay then, get up so I can cleanse the sheets, then we can cuddle. I kind of had to throw my schedule for tonight out so…I want to spend as much time with you as I can.”

“I’m…fine,” the pegasus panted. Apparently, she had been worn out much more than the alicorn. He would need to look into ways of upping her stamina if they were going to do this again. If Twilight had worn his little Dashie out on their first bucking, he didn’t want to know how much she would be drained when Twilight gained full sexual expertise.

Twilight frowned as he realized that he had just been planning to have another go at it with Rainbow Dash. Don’t be stupid, Twilight told himself. You’ll change back come daylight and…and she won’t be interested in you anymore. It was a depressing thought, but Twilight knew he needed to face the truth. What was going on was a one time thing brought about by chemicals and opportunity.

But, Twilight decided to consider it a special moment shared with his best friend rather than some fluke or mistake. Like their reading, flying, and love of adventure, it was something the two of them shared deeper than any of the other girls. It was why Rainbow had been given a seat at her right side in the Council of Friendship.

Ignoring his mare’s assurances, Twilight gently wrapped Rainbow in his magic, then lifted her off the bed along with the top sheet to her bed. Rainbow made some halfhearted struggle, or perhaps Twilight really had worn her out to the point of immobility. Whatever the reason, she couldn’t break the light field of magic that held her aloft while Twilight cast a spell to cleanse Rainbow’s bed of their leftover juices.

As an afterthought, Twilight also used his telekinesis to clean off Rainbow’s sex, then set the pegasus down on the bed before joining her face to face and covering them both in the blanket.

Twilight wrapped his forelegs around Rainbow and smiled. “How was I?”

“Awesome,” Rainbow assured Twilight as she nuzzled the stallion’s neck.

The compliment made Twilight blush, even if Rainbow was probably just sparing his feelings. “Come on Dash, I know you’ve had better.”

Rainbow frowned at the alicorn, then shook her head slightly. “The only other stallion I let buck me is Soarin. Once at the wedding, and then the games,” she leaned forward and kissed Twilight on his muzzle. “And you’re way better than him, can last a lot longer, and way bigger.”

This time, the complement made Twilight roll his eyes. “Uh, yeah, I’m bigger than Luna, almost as big as Celest-oh, you mean my phallus. Well yeah, pretty sure I’m the biggest stallion in Equestria when it comes to that too.”

A thought occurred to Twilight, and he nervously licked his lips. For a moment he thought just to drop everything and lay there with his mare but…he had to know. “Rainbow…what are we now?” he asked hesitantly.

For some reason, Rainbow’s expression turned to one of fear as well. “What do you mean?”

“Well…we just did that…but we’ve never really done anything but…you know, this…not…um…you know,” Twilight tried to explain; and failed rather spectacularly.

If anything, Rainbow’s anxiety only seem to have increased upon hearing Twilight's words. “You‘re not making sense Egghead.”

Twilight rolled his eyes. “That’s not-” he managed to say before noticing Rainbow’s fear had grown even more. “Well…what are we? What was that? Was it just a one time thing because I’m a stallion right now? I don’t really have any research martial on hand, and most of the books at the library on the subject are fiction, so they’re not a reliable source and-hmmpth!”

The kiss was only lips this time, but it stopped Twilight from talking and made him reach out to bring Rainbow Dash in close. “What do you want us to be, Twilight?” she asked the larger pony.

“I…” Twilight paused, not unsure of her answer, but he did feel an overwhelming dread from what Rainbow might say in reply. “I want us to stay like this, together. I want…I want this!” he said as he pulled Rainbow Dash in as tightly as he could. “Celestia, Rainbow, I’ve…wanted to hold you, to be with you, to…I’ve want you Rainbow, so much!”

It wasn’t until he noticed the world had become a blur that Twilight noticed the tears in his eyes, and was able to voice the dread that had been building in his mind. “But I don’t know how to keep it! I don’t know what we’re supposed to do!”

From her place held in Twilight’s grip, Rainbow just nuzzled the large, blubbering stallion. “I think we’ll read books, go flying, and have lunch together with our friends. Cept now I can tell you I’m checking out your wings and plot.”

Twilight blinked back his tears and looked down at the pegasus. Was it really that simple? It couldn’t be…love was…was… In truth, Twilight didn’t quite know what love was. He understood friendship, and the bond he shared with Rainbow Dash definitely qualified as such.

So where did that leave love?

Without an answer, Twilight quickly retreated to Rainbow’s silly response to his declaration. “Dash please, I have about as much plot as a bad porn novel,” Twilight told her with a smile.

Rainbow rolled her eyes. “Don’t you mean had?” she said before her hooves moved in the direction of Twilight’s rear. “Now its tight and fine Egghead. Remind me to get a feel when its time to get up.”

For his part, Twilight just rolled his eyes. “I’m not staying this way Rainbow. Come morning, I’ll be casting the spell to turn me back to normal. I don’t care if I’m the shortest alicorn around, it’s better than being…this.”

“You don’t hear me complaining,” Rainbow told her. “Although, I think I am going to like getting to take your virginity twice.” A lick and smack of the pegasus's lips told the price that she meant every word.

Twilight felt the heat running to his face as his eyes went wide. Unsure of what he had just heard, the god of magic looked down to his friend and lover. “Wait…you mean, you still want to be with me, you want to be together like this, even when I change back to a mare?”

The question got a frown from Rainbow Dash. “Why the hay wouldn’t I?”

“But, I thought you were into stallions! We just…and you said you’ve been with Soarin twice now, so…”

Rainbow let out a grunt. “Soarin’s just okay, stallion you is awesome, and mare you is perfect,” she said before smiling. “I said I liked you before you became an alicorn, remember? The wings just sent you over the top.”

Another blush appeared on Twilight cheeks as the embarrassment for not realizing that sooner combined with the news that Rainbow Dash had found the unicorn Twilight Sparkle attractive. “I thought you were just…being nice.”

“Twilight, do you,” Rainbow heisted a moment. “Do you not want to…try?”

For some reason he couldn’t understand, Twilight’s breath caught, and he clenched his teeth. Is that it?

The moral conundrum the situation presented made Twilight gulp. While Twilight liked Rainbow Dash, taking their relationship as friends to a deeper bond like special somepony was more complicated than a simple liking of the mare. As far as he could see, there were two very big things effecting his judgment in the matter.

The first of which was his current gender. What had just happened had been because of the influx of male hormones and Dash’s pheromones that Twilight was now susceptible to. While Rainbow had always been physically desirable, if in a… Who am I kidding, I always admired her looks, Twilight thought. It wasn’t just in a platonic or envious way either, much to his embarrassment. But the question still remained if these feelings would transfer over to his female body when he changed back at dawn.

Then there was the concern of how this would affect their friendship. Since moving to Ponyville, the pegasus had become Twilight’s closest friend. They shared more interests than any of his other companions, and now that he was an alicorn, Twilight shared in Rainbow’s favorite passion of flying. While neither of them shared quite the amount of love for the other’s favorite activity, it was still more than he had with several of his other friends. The thought of loosing that because of…because…

Because why Twilight? Sparkle asked himself.

When he couldn’t come up with an answer, it worried him even more.

The need to breathe knocked Twilight out of his thoughts, and he saw Rainbow had taken on a look of apprehension, much more fearful than the one she had on a few moments ago. That scared him even more than the unknown future that lay before him in regards to Rainbow Dash.

What the hay are you doing you idiot, Twilight asked himself. You just took her to bed, had sex, and now what? You’re going to throw her away? WHAT KIND OF FRIEND IS THAT?

“Rainbow,” he finally said. “I…I’ve never done anything like this before…what if I mess it up? I couldn’t live with myself if I hurt you.”

And just like that, the fear on the pegasus’s face faded. She let out a chuckle, and kissed Twilight on the muzzle again. “Hey, Egghead, I’m the toughest pegasus around. No way something like that could ever happen.”

Although Twilight had been around Rainbow enough to see her false bravado, he latched onto it all the same. “Okay but…promise me something. If this doesn’t work out-”

“Don’t think like that Twi.”

The alicorn continued on. “If this doesn’t work, promise me we’ll still be friends.”

Rainbow replied with another kiss to Twilight’s muzzle, followed by more to his cheeks and neck. “Are you kidding me Twilight? You’re never getting rid of this pony,” she assured him before more kisses to Twilight’s neck made the alicorn’s agitation die down.

It also served to reawaken his arousal.

With tears of relief threatening to fall, Twilight smiled at the smaller mare when his penis brushed up against her hind leg. “So, ready for another round, Rainbow?”

“A-Already?” she asked, strangely hesitant. “Geeze Twilight, is that thing of yours magical or something?”

Ignoring Rainbow’s comment, Twilight kissed her again. He rolled on top of the pegasus, his lust increasing by the second. “I want to try belly to belly this time.”

Rainbow’s eyes went wide when Twilight positioned his stallion-hood at the entrance to her sex. “Um, okay, just uh…take it Twi. I’m still a little bit tired from our last go. I um…had a long day of bucking clouds.”

The prince ignored the obvious lie. He knew bucking well that the mare had been in the palace all day, on leave for what he now understood to be her heat. Nopony did much when that particular call of nature was heard except get banged senseless.

This time, when Twilight finally climaxed inside her again, he pulled the pegasus closer and took in the scent of his lover. Once again, she was soaked in sweat and could only let out tiny moans, but Twilight didn’t care, she was his, and smelled absolutely divine.

For the second time in an hour, the alicorn pulled himself out of Rainbow Dash after getting spent, and readjusted their positions to make them both more comfortable for the night. He rolled onto his back, then spread his wings while throwing off the soaked sheet to place Rainbow over his right wing and bring her into a wing-hug.

Even as out of it as she was, Twilight saw the gesture of affection wasn't lost on Rainbow. As a warrior culture, letting somepony else into your wings, inside the guard zone of a pegasus, it was the ultimate showing of trust, affection...pretty much everything. Parents did it for foals and older siblings did it for younger. But only the closest of friends and lovers invited another into their wings outside of wedlock.

Rainbow blinked away a few tears that Twilight decided to never mention, and snuggled into the embrace underneath the alicorn's chin.

Although Twilight felt like talking a bit more, Dash was out the second she went still.

After putting a silencing bubble around the pegasus’s snoring mouth, Twilight just stared at his adorable little pony for an hour. He chuckled at the thought. My little pony, Twilight repeated to himself inside his head. A part of him knew it was the afterglow of sex guiding his thoughts, but Twilight couldn’t help but consider Rainbow Dash beautiful; and more importantly, his. She would be there for him, and would do whatever needed to happen to see her smile.

I wonder, is this love? The God of Magic asked himself. It certainly seemed an odd question to ask himself, but…he remembered when Cadence had decided she loved Shining Armor during a foal sitting session. They hadn’t even gone out on a date, kissed, and the at the time geeky stallion could barely say two words in her presence, but she had decided she loved him and they would spend the rest of their lives filled with love inside a crystal palace.

The fact that Cadence made this prediction while still in school and thus not privy to the deeper secrets of Equestria like the Crystal Empire made it all the more impressive. As well as a little bit creepy.

Maybe I do need to go see Cadence about this.

Sleep started to claim him, and the Element of Magic frowned as a though tried to form in his head. He knew it was probably important, but couldn’t quite put a hoof on it.

Never was good at remembering stuff without a check list. Ah well.

It wasn’t as if two mares such as themselves being together in a sexual way could cause any real problems.

Author's Notes:

Behold, clop for the sake of clop!

...and maybe a setup for something else. But I got too much stuff to work on at the moment.