My lips separated from Twilight’s with a wet smack sound, a trail of saliva connecting our mouths for a moment as I pulled back. The alicorn hummed in pleasure as Lyra and Bon-Bon nuzzled against the sides of her neck, making my already heated core run just a bit hotter at her vocalizations. If it was one thing that seemed to get me going, it was the noises that my loves made when we got down and kinky.

“Hey Sarah,” Lyra said softly as she pulled back and looked up at me, “do you think we could teach Twilight how to Prench kiss?”

I smiled as Twilight cast the unicorn a confused look, but instead of answering, I leaned in and connected my lips with Lyra’s, cutting off her next words as I rammed my tongue into her mouth. She chirped in an adorable way in surprise but quickly got over it, returning as good as she got as her larger muscle overpowered mine and worked back into my own mouth. We both moaned as I placed a hand on the back of her head, tilting my own sideways to deepen the connection as Lyra’s tongue roamed over my teeth, paying extra attention to the canines as we worked each other over.

I peaked to the side with one eye and saw Bon-Bon had captured Twilight’s mouth with her own, although from the looks of things she was letting Twilight explore the idea of using tongue at her own pace, only moving into the alicorn’s mouth after Twilight had done the same for her. I focused back on Lyra as the aquamarine mare ignited her horn, causing me to gasp in shock and pleasure as I felt a pinch on my left nipple. I pulled back and saw the telltale glow hovering over my breast, my other nipple stiffening in arousal as she continued to tease my left side with her magic.

“Oh, you little tease,” I muttered through a grin, reaching under her body and running my fingertips over the already soaking folds of her cunny.

She gasped and the glow around her horn dissipated as she lost her concentration, although by the playful grin she sent my way, I had a feeling I was going to regret my actions later.

“Who’s a tease now?” she retorted, glancing over at Bon-Bon and Twilight as they got fully into their own kiss.

Twilight’s wings were fully erect and I could hear her moaning softly into Bon-Bon’s mouth as they worked each other over, their forehooves running through each other’s manes as Bon-Bon slowly pushed Twilight onto her back.

I let them continue for a moment longer before I tapped Bon-Bon on the shoulder, “Hey, I have an idea. Why don’t we make this special for Twilight, given this is her first time?”

Both mares turned to face me and then glanced at each other. “What did you have in mind?” Bon-Bon asked as she stood up and backed off of Twilight.

I held up a hand to stop the alicorn from moving as she lay on her back, a devious smile coming to my lips as I scooched over and positioned myself between her hind legs. “Just a little something that I did for both of you when we first became intimate.”

Both Lyra and Bon-Bon’s eyes lit up with understanding and moved to either side of Twilight as the purple mare glanced between us in confusion.

“What exactly are you going to do?” She asked, a slight tinge of nervousness making her voice rise in pitch.

I got down on my stomach and wrapped my arms around Twilight’s hips, causing her to gasp as my fingers dug into the soft flesh of her rump, “I’m going to show you how girls pleasure each other where I come from.”

Just as she opened her mouth to reply, I leaned down and ran my tongue over the entire length of her outer lips, taking my time to tease each and every fold as I made my way up to her clit. Twilight gasped, and her body stiffened as her head fell back on the pillows, causing Bon-Bon and Lyra to chuckle at her reaction. Just as my tongue reached the top of her flower, I circled around her clit with the tip of my tongue and then used my teeth to gently bite down on the already hard button.

Twilight screamed as her hind legs kicked in my grip, forcing me to back off slightly lest I get hit in the nose with her hips. However, I didn’t let that stop me, and I tightened my hold on her as I dove back in, carving out the alphabet with my tongue as Twilight writhed and moaned in bliss.

Of course, Lyra and Bon-Bon weren’t going to simply sit there and watch as I did all the work. I glanced up as I ran another circle around Twilight’s clit and saw that Lyra had leaned in and was sucking at the tendons in Twilight’s neck, leaving Bon-Bon to do something I hadn’t seen before. The cream earth pony was holding Twilight’s head still with one hoof while her tongue ran up and down the alicorn’s horn, causing Twilight’s moans to double in volume and her horn to ignite in a soft glow of magic. I filed that away for later when we did this again and got back to work making Twilight scream.

For several minutes we triple-teamed Twilight, and by the third minute Twilight was barely breathing, her mouth open in a silent scream as her mind was overloaded with stimulus. How she hadn’t cum already I could only guess, but I planned on taking care of that with my next move. While I sucked on her clit, making circles with my tongue when I wasn’t pinching it with my teeth, I slowly moved two of my fingers into position, pulling back like a cobra that was ready to strike. I watched and waited for the right moment, and I got my wish when Bon-Bon forwent with licking Twilight’s horn and instead took the entire thing deep into her mouth.

Twilight’s eyes rolled up in the back of her head, and in that instant, I drove both of my fingers straight into her sopping entrance. Because of how wet she was, I encountered zero resistance as my digits spread her tunnel like a hot knife through butter, and I curled my fingers up in search of that one magical spot. As my fingertips rubbed over a slightly rougher section, Twilight sucked in a deep breath and screamed at the top of her lungs, a veritable flood of love juice gushing out of her body as her horn shot sparks directly into Bon-Bon’s throat.

Bon-Bon pulled back with a gasp, wisps of magic lingering on her lips as she smiled down at Twilight, leaving me to wipe my face as I sat up and grinned through the mare cum soaking my chin and lips. I reached up and sucked the juice off of my fingers, taking in the lavender-like scent as the more berry-like flavor flooded my mouth. Oh yes, I could get used to tasting that if the girls continued to taste like candy and ice cream flavors. I returned my attention to the gasping alicorn before us, and I couldn’t contain the soft chuckle as I shared a glance with Lyra and Bon-Bon.

“I think we might have broke her.” I joked, earning a giggle from both mares as Twilight came down from her high. Her breathing was still ragged, but she managed to open her eyes and smile before speaking.

“That, was bucking amazing.” She managed to force out, “I’ve never felt anything like that in my entire life.”

I rubbed my knuckles against my chest like I was shining my nails, “I try, although I’m kind of regretting the fact that none of us are male. It would make this so much better to have some cock to ride.”

Twilight’s eyes lit up as she pushed herself into a sitting position, “What if I could turn you into a stallion?”

My eyes narrowed in confusion as Lyra and Bon-Bon’s eyes lit up in excitement, “Come again?”

Twilight smiled and ignited her horn, “It’s a simple spell, one that most unicorns can perform. It changes the genitalia of whatever the target has into that of the opposite gender. It technically could turn a stallion into a mare, but it’s never used that way. Like I told you before, it allows all-mare herds to have foals if they can’t find a suitable stallion to join.”

“So, let me get this straight,” I replied, “you want to turn my cunt into a cock and then have me fuck all three of you?”

Twilight shared a nervous glance with Lyra and Bon-Bon, “Um, yes?”

I thought about it for a moment, my mind going over the possibilities as I weighed my options. Either I could stay a woman and please all three mares like I had done for Lyra and Bon-Bon the last time, or I could change into a man and have some fun fucking them over like a real lover would.

I felt my lips curling into a grin as I turned back to Twilight, voicing my only concern about the whole idea, “It’s not permanent, is it?”

The expressions of all three mares brightened as Twilight replied, “Oh no, it only lasts a few hours before your body reverts to its original form. There is nothing to worry about.” She paused, a sheepish look overcoming her face as she leaned in and gave me her best puppy eyes, “So will you do it?”

At first, I still wasn’t sure, but then Lyra and Bon-Bon added their own puppy eyes to the firing line, and I relented under their combined assault, “Alright, you win. I’ll take the spell.”

Twilight squealed as her horn glowed brighter, a beam of magenta magic erupting from her horn and hitting me in the chest before I could react. At first, I thought nothing had happened, but then I felt a tingling in my private area, causing me to look down and gasp at what I saw. Hanging between me legs, was a new pair of balls and a fully erect cock that had to be at least seven inches long. It stuck out from my body like a flagpole, the veins in the flesh pulsing with every beat of my heart as the spire twitched in the space between us.

All three mares gasped as they leaned in close, and for the first time I felt subconscious about my body. I mean, was it big enough, was it going to be too long for their bodies to handle? Did they not like what it looked like?

“Wow,” Lyra murmured as she took in every inch with her gaze, “it’s so different from a stallion’s. I mean, look at the tip,” she pointed at my new head with a hoof, “it looks almost like it’s wearing a little helmet.”

Bon-Bon chuckled as she leaned in and rested her nose against my new flesh, taking a deep breath and then moaning as her eyes fluttered, “Oh Lyra, you have got to smell this. It’s like somepony took the scent of a stud and bottled it just for us.”

All three mares leaned in and rested their noses against my crotch, causing me to gasp as their soft fur and lips brushed against my highly sensitive flesh. I felt a slight tingle in my balls and then felt a slight dribble of pre flow down the underside of my cock, the slightly stronger scent capturing the attention of all three mares.

Twilight was the first to act as she spotted the pre flowing down my cock, leaning in and licking along the underside from base to tip, collecting the pre in her mouth as my own body exploded in pleasure. A breathy moan escaped my lips before I could stop it, and Lyra giggled as Twilight pulled back with a contemplative expression.

“It tastes like herbs,” Twilight mused as she smacked her lips, “I can’t really place it, but it has a very earthy flavor that I definitely like.”

Lyra’s eyes lit up as she turned her attention back to me, “Really? Then I need to try some for myself.”

Before I could react, the unicorn leaned down and licked along the underside of my cock, making me moan once more as another dribble of pre escaped my tip. In an instant, Lyra was there to collect it with her tongue, running it in circles over the head before taking the tip in her mouth and sucking up the apparently tasty liquid. My hips bucked as she closed her eyes and moaned, although she wasn’t able to do much before I gently pried her off of me and sucked in a shaky breath.

“You keep that up for much longer and I’m gong to cum.” I managed to force out between ragged breaths.

“That’s the idea.” Lyra retorted, “I want to taste the main course after all, not just the appetizer.”

I felt a blush coming over my cheeks at her words, but I managed to keep my composure as I turned my attention to Twilight, “I’m not sure how many I’ve got in me, but I think we should take care of our newest member before we start working over each other.”

Lyra groaned in disappointment but relented as she turned her gaze to the alicorn. Bon-Bon did the same and I grinned as Twilight’s ears folded against her head, “Why are you all looking at me like that?”

I wrapped my arms around the mare and spun her around, lifting her hindquarters as my other hand pushed her upper body into the bed, leaving her tail flagged and inviting as her wings sprang to attention once more. She gasped as I moved up and ran my hands over her haunches and back, shifting forward until my new equipment was teasing against her entrance.

“Bon-Bon,” I said, “why don’t you come over here and lie down on your back in front of Twilight? I’m sure she can give her new herdmate some pleasure while I take care of her own needs.”

She nodded, moving over until she was in front of Twilight, lying down on her back and spreading her hind legs to reveal her soaked snatch. Twilight’s eyes widened before she lowered her head and gave Bon-Bon’s slit a gentle lick. The earth pony hummed in pleasure, bolstering Twilight’s confidence as she set to her task with abandon.

Meanwhile, I lined up my new hardware with Twilight’s own dripping love tunnel and slowly pushed forward. There was some resistance at first, but then the head slipped into her body and I felt her body tense like she had been struck by lightning. Her muzzle was forced further into Bon-Bon’s crotch, making both mares moan as a splash of love juice coated the fur around Twilight’s mouth.

Taking my time, I forced my way further into Twilight’s body, reveling in the velvety softness as her tunnel pulsed and rippled around my shaft. I could feel every inch as I sank deeper and deeper into her body, only coming to a stop when my hips came into contact with her own. Bottomed out within my newest herdmate, I slowly began to pull back out, listening to the moans of both mares as Twilight worked Bon-Bon over. I stopped just before the tip exited Twilight’s snatch, and then tightened my grip on her hips before ramming back into her with all the force I could muster. Twilight screamed into Bon-Bon’s own flower, making the earth pony cry out as the vibrations ran their course through her lips and over her clit. Barely taking a moment to readjust my grip once again, I pulled back and pounded back into Twilight, picking up a steady rhythm as I pistoned my hips back and forth. It was a new sensation, and I could already feel my legs and stomach muscles beginning to tighten, but it was worth it to hear both of my mares screaming out in bliss as my own body sparked with pleasure.

Then, just as I was getting used to the sensations, I felt something long and wet run along the underside of my cock and over Twilight’s clit, causing both of us to yelp in surprise before I looked down to see what was happening. What I saw was unexpected, but I smiled anyway when I saw Lyra pulling her head out from under Twilight’s body, her muzzle dripping with our combined juices as she grinned up at us.

“Oh, don’t mind me,” she said with a cocky smirk, “I’m just taking a sample of the goods before I have the main course.”

I rolled my eyes, noticing that Twilight hadn’t stopped in her ministrations of Bon-Bon even through Lyra’s little trick. So, I shook my head and got back to work, feeling Lyra run her tongue over our joining every other second as she stuck her head back under Twilight’s body.

For a couple of minutes, we kept up the pace, me shoving my new cock in and out of Twilight’s snatch while Twilight took care of Bon-Bon, leaving Lyra to add her own little flare to the mix with that damned amazing tongue of hers. Finally, I could feel Twilight’s tunnel tightening around me, to the point it was almost hard to keep moving, and I could feel my own muscles tightening as my own orgasm began to rise. Bon-Bon had already cum three times and had simply fallen limp as Twilight continued her diligent work licking and sucking against her herdmate’s flower. Lyra had taken one of her hooves and was running circles around her own clit as she licked up every drop from our joining, humming as she slurped and sucked like a foal at the teat.

Then, it all came crashing down as Twilight flung her head back and screamed, her wings flaring wide as her tunnel clamped down around me, milking my shaft for all its worth as I was forced to halt my own movements. Lyra made sure that not a single drop of Twilight’s mare cum reached the sheets, and I felt my own orgasm wash over me as the pleasure peaked in my loins. My hands locked around Twilight's hips and I instinctively pounded my own against hers as my cock erupted inside her, painting her walls white as the thick cream filled her to the brim. Some of it even leaked out around our joining, only to be licked up by Lyra, who hummed in pleasure at the presumed taste.

Spent and worn out, Twilight fell limp on the bed, her head coming to rest on Bon-Bon’s stomach as she slid off of my cock, her snatch leaking some of my cum on the bed before Lyra moved in to lick it up. I panted for a moment as the aquamarine mare cleaned Twilight of every last drop she could find, and then turned to look at me with a half-lidded expression.

“Still got some left over for me?” She asked as she moved up and licked along the underside of my now hypersensitive shaft, causing me to jump as she took the first half in her mouth and ran her tongue over every inch to collect the leftover cum. She closed her eyes and hummed around my shaft, quickly causing it to harden as she sucked and licked, removing her mouth just long enough to clean up the lower half and my balls before reclaiming my cock with her muzzle.

She opened her eyes and looked up at me, and the sheer sexiness of that look combined with that pose nearly caused me to cum again. With her eyes locked with mine and her mouth holding the first half of my cock, it was just mind blowing how hot that looked. Apparently, she knew that, because the next thing she did was curl her lips in a grin before taking in a deep breath through her nose. Before I knew what was going on, she took the entire length into her mouth and sucked as hard as she could, causing the opening to her throat to clench and pull at the head of my cock. I threw my head back and moaned as she kept that up for several seconds, before pulling back and bobbing her head like a cork in water along the entire length.

My hands moved to the sides of her head on reflex, working the base of her ears with my fingers in appreciation as she sucked and bobbed, making her hum in pleasure around my shaft as her eyes fluttered closed. I clenched my teeth as her vocalizations sent vibrations up and down my rod, and I began to take the pace away from her as I pulled her head back and forth on my length. She didn’t seem to mind, and the slight gagging sounds that she made combined with her swallowing around my head made me see stars with every thrust.

Finally, she pulled back and gasped, looking up at me with such a lust-filled gaze that I could swear she was fucking me with her mind, “Buck me, right now.”

I nodded, although as she turned around, I had a thought. Instead of letting her raise her hindquarters, I pushed her into a lying position and then rolled her over so she was on her back next to Bon-Bon. I shifted Twilight to one side so as not to bump into her, and then crawled up until I was face to face with Lyra. She looked down between us and her eyes widened as my cock rubbed against her lower lips and over her clit, making her gasp before her gaze met mine.

“Belly to belly, eh?" She asked as she reached up and held my shoulders with her forehooves, “Kinky.”

I smiled as I slowly slid my shaft forward, encountering the same resistance I had felt with Twilight before my head popped into her tunnel. Lyra gasped as I leaned down and nuzzled into the side of her neck, tilting her head to the side to allow me better access as I began sucking and licking against the tendons I found there. She moaned as I slid into her body further, pulling me closer with her hind legs as they wrapped around my hips, her tail thrashing under my legs as she buried her muzzle into the side of my neck.

“Harder, please.”She panted as I began moving in and out, and I followed her wishes as best as I could as the bed began to rock and squeak under our bodies.

I built up a rhythm once more, shoving in and out like a machine as Lyra moaned into my ear, spurring me on with each thrust with a clench of her tunnel around my shaft. Each time I pulled out, it was like she was trying to suck me back in using her vaginal muscles, and it was driving me crazy. As I moved faster, our hips began to make loud clapping sounds as our flesh met with every thrust, and I could feel Lyra nearing the edge as her tunnel tightened around me.

She pulled her head back and looked up at me, her eyes lidded and her lips curled into a smile as she spoke, “Kiss me when you cum. Make me your mare in every way you can.”

I nodded, panting too hard to answer as my legs and hips burned from the exertion. Finally, Lyra threw her head back and screamed, her tunnel clamping down around me like a vice as a flood of mare cum ran down her crotch and onto the sheets. I only lasted a few more thrusts before I felt my own orgasm hit, and as asked, I pulled Lyra into a deep kiss as our tongues battled for supremacy. My cum painted her inner walls just as it had for Twilight, and I could feel her stomach swell just a bit from the sheer volume as a torrent of extra ran down from our joining and onto the sheets.

I pulled back, feeling my hardware finally calling it quits as I pulled out of Lyra’s sopping tunnel, another large dribble of cum following my exit as I sat back on my heels. I swore that I would never get tired of that spell if it meant I could do this with my mares every time we had sex, especially if I could see them like Lyra was right at that moment. She was lying on her back with her hind legs spread, a stream of cum running down her crotch as her stomach heaved with each breath. Her mouth was split in a wide grin as her tongue lolled out of the side of her mouth, and her eyes were lidded in bliss as she basked in the afterglow.

Thinking quickly, I leaned down and licked at her entrance, making sure to pick up as much of our combined juices as I could as Lyra stiffened under my touch.

She looked down at me and asked, “What are you doing?”

I chose to ignore her question and simply show her what I had planned, so I sat up once I had collected as much as my mouth could carry and then leaned forward until we were face to face again. I pressed my mouth to Lyra’s and as she opened her mouth I let the collected cum flow into her mouth like a waterfall of love. She hummed in pleasure as her tongue reached into my own mouth to collect as much as she could, my own playing with her like a soccer player trying to keep the ball from her reach. We played that little game for a minute or two before I let her have all of the cum I had taken from her own snatch and pulled back from her mouth as she looked up at me.

Then she did something I would never forget. She opened her mouth to show me the cum she had taken from my own, closed it, and swallowed. She must have made it as loud and as guttural as she could, because I could swear someone outside the room could have heard it if they tried. As she opened her eyes she did the same for her mouth, showing me that it was completely clean. It was the single most sexy thing I had ever seen, and I knew that it was something I would have to do for them at some point down the line.

Lyra grinned at my slack-jawed expression, “Was it really that hot watching me swallow all your delicious cum?”

I nodded dumbly, “Very. Think we can get Twilight to cast that spell on you or Bon-Bon next time? I would like to see how you guys react to having your cock sucked, because you were amazing.”

She blushed, pulling me into a hug as she pressed her lips to mine in a chaste kiss, “You were amazing too, Sarah. I never would have thought to try sex belly to belly before meeting you. I think we can come up with plenty of new things to try once we get more settled in with one another.”

I nodded, glancing over at the passed-out Bon-Bon and Twilight. “I guess we just pull them over here and call it a night?”

Lyra chuckled but nodded all the same, “That sounds lovely right now. I want to fall asleep with you every night from now on. Will you finally move in with us over at Bon-Bon’s place?”

I turned my attention to the sleeping alicorn resting her head on Bon-Bon’s stomach, “I think Twilight might want us to move in with her once this is all over. She did join the herd after all, and I don’t think she’s going to want to move out of the castle if she can help it.”

Lyra smiled at the sleeping duo, “Yeah, I guess that would make sense.” She let out a gusty sigh as I rolled onto my side between her and the other girls, “So what now? Are we members of the royal family or what?”

I shrugged, “Doesn’t really matter to me. I love you girls and that’s all that matters from my point of view.” I booped her playfully on the nose, making her go cross-eyed and her tongue to stick out of her mouth before she shook her head. “Besides, who would ever take you seriously as a Princess?”

She smirked and rolled her eyes, “Ha, ha, very funny. Although the same could be said for you. You’re not exactly the most princess-like being I’ve ever met.”

I conceded the point, although I figured it would be addressed at a later date by ponies that had more important things to worry about than titles. “True.”

I let out a wide yawn, Lyra following suite as I pulled Bon-Bon and Twilight up to my other side with my free arm. I nestled Bon-Bon under my right arm and pulled Twilight up and onto my stomach as Lyra snuggled in on my left, leaving me in the middle of a pony pile as all three mares settled in for the night. I felt a warmth in my chest as I looked at them all, and I felt a familiar tingle in my groin as the spell wore off, leaving me a woman once again as I drifted off to sleep. I wouldn’t know it, but this would be the start of a new chapter in my life and would signal the first of many great changes in the land of Equestria.

Author's Notes:

Holy mother of Celestia that was hot! I'm all hot and bothered and I was the one writing the Tartarus-damned thing! *takes deep breath before letting it out slowly* Alright, I'm good.

Anyways, hope you all enjoyed this little number, and what did you think of the gender-swap spell? Were the reasons solid and the execution satisfactory? If so then let me know in the towel section below, or yell at me if I did something wrong, although I would appreciate it if you gave a good reason why something was wrong instead of simply ranting about something you didn't like. Love and tolerate and all that, remember?

Anyway, hope to hear from you all soon, and look out for that next update, because it will officially mark the 200K word count for the book. Woohoo, I can't wait!

See you all next chapter,
Shadow Quill, Messenger of the Moon.