Twilight Sparkle examined the bookshelves she kept in the basement of the Ponyville library. She sighed having to reorder the bookshelf herself, her number one assistant currently in Canterlot on royal business for the week. Reading the titles as she pulled them off the shelf one by one she came across a heavily weathered book. The embossed lettering on the midnight blue cover was completely stripped away and looked as if it had been exposed to the elements for years on end. She opened to a random page of the book to look at the contents, curious why any book would be treated like this. She read the first title and passage on the page she opened to.

Twilight read the rest of the passage noticing that the actual spell text wasn't as weathered. ‘Maybe I should keep this down here, I don't want to give other ponies a book that they can barely read’ she thought. As she finished sorting the other books on the shelf she looked at the unmarked book she set on the table behind her. ‘Maybe I can restore the book using my magic, or ask Princess Celestia if she knows what it is, I can’t stand seeing a book look like this. Maybe the spells are useful’, thought Twilight as she trotted up the stairs with the book wrapped in her magic following her.

It had been a few hours since Twilight brought the damaged book upstairs to her room and read a few of the spells in the book, finding them to be vastly different from spells she had learned in the past. A few of the spells also seemed to be based on the ‘Want It Need It’ spell. Twilight made sure to skip these spells fearing a repeat of what happened in the prior year with a certain doll. As Twilight turned another page she came across a spell that required a great deal of preparation and a second pony as the target. From what Twilight could tell the spell wasn’t harmful to the subject, but the passage describing what the spell actually did was illegible. Twilight thought to herself as she looked on, ‘If I can find another pony to cast the spell on maybe I can write down what it does and recreate the book if I can’t find a replacement.’

The Great and Powerful Trixie stood in the casting circle in Twilight’s library as the afternoon sun started its slow descent to the horizon. Times had been tough on the azure mare but, after grudgingly coming in contact with the pony who showed her up who also offered to pay her bits in help with casting a spell she couldn't say no. “Trixie thought you needed help casting a spell, not being the victim in a spell”, said the mare showing her dissatisfaction to her lavender host.

Twilight replied to her upset guest, “Don’t worry about it Trixie, I told you the spell is harmless, I just want to see what it does so I can write notes on it.”

“Fine fine, just get on with it. Trixie has better things to do than just have spells casted on her.”

Twilight started to will her magical power though her horn and directed it to the circle on the ground and the azure mare standing in the middle of it.

Meanwhile, A rainbow maned pegasus started flying up to the highest point her wings could carry her. “If I can pull off a sonic rainboom during the wonderbolts tryouts next month I’m sure they will be begging to have them on their team!”, Rainbow Dash said to herself as she got ready for the dive down. The pegasus partly tucked in her wings and started speeding towards ponyville in a dive. As the ground came closer and closer, Rainbow Dash noticed she couldn't pull out of the dive. Panic started gripping the mare as she came closer to and closer to a familiar tree near the middle of town.

“Trixie feels ... funny Twilight Sparkle, are you sure this spell won’t hurt me?”

“Trust me, now be quiet I’m trying to concentrate.”, replied Twilight Sparkle with closed eyes. As Twilight started to put the final bits of arcane power into the spell, a scream followed by a large crash through her bedroom window occurred caused her to put more magic into the spell than needed causing the a blinding light from her horn to spontaneously happen.

Twilight started stirring as consciousness gripped her again, “Ohhhh.... what was that? Rainbow Dash! You know better than to be practicing your maneuvers … over … town.”. The lavender unicorn looked awestruck at the circle that was supposed to have an azure unicorn. Instead of Trixie there were two stallions one who looked very much like Trixie and another that looked like her closer friend.

“Ugh, I’m never going to get that dive right at.... hey why is my voice different?”, asked the cyan stallion with a messy rainbow mane.

"Get off Trixie this instant you big oaf!", cried the stallion under Rainbow Dash as he pushed the pegasus off himself. Trixie looked surprised after hearing his own new voice.

Both stallions got up and looked at a red faced Twilight Sparkle and then at each other noticing the changes that happened to each other.

“What the hay is she doing here Twilight!”, the pegasus pointing an accusing hoof at the azure stallion next to him who looked at him with disdain.

“She is obviously a he now Rainbow Dash...the same goes for you..”, Twilights felt embarrassed as her eyes ravished over the two stallions in her bedroom and was feeling a slight tingling sensation behind her rear legs, “Ohhh, I don’t know what went wrong with this spell. I didn’t know it would do this”. Twilight quickly turned around to look at the worn spellbook for a counter-spell she while unknowingly flicking her tail in agitation in front of the two former mares.

A blush flourished on both Rainbow Dash and Trixie as the mare moved her tail a little more than usual showing off her sex. Trixie felt uneasy between his rear legs as his stallionhood started to slowly swell out of his sheath. Rainbow Dash was also feeling the same effect and was having an ordeal holding back his instincts as he breathed in his friends slightly aroused scent, his wings standing stiffly at attention.

Twilight quickly flipped the page and was able to find a legible section describing how the spell can be broken, “Aha, so the spell only lasts about a day and then it ends, I guess you two will have to stay that way until it wears off.”. Twilight turned around and saw the two stallions looking at her intently and then looked over their bodies again noticing their semi-erect members. “I...uh...”, was all Twilight could stammer as she felt her arousal increase and notice the the scent of two very capable stallions before her.

“Twilight, are you ok?”, Rainbow Dash walked near Twilight feeling a need to make sure her friend was ok and a desire to be closer to the mare in the room.

Twilight looked at her friends still growing black and mottled pink member, fascinated by size and shape of it. She felt herself get warmer as she watched it bob to and fro from Rainbow Dashes’ movement to her. ‘I’ve never seen one this close before, it smells so sweet...’, thought Twilight as her friends overpowering musk started to get to her. “...I wonder what it tastes like”, Twilight said out loud quietly to herself as she licked her lips and lowered her head to her friends stallionhood.

“Twilight what are you....ohhh”, was all that came out of Twilight Sparkles rainbow maned friend as the lavender mare licked the stiff member before engulfing the members head in her mouth. Rainbow Dash started to groan as his friend was eagerly fellating him and gently reared up over her to give her better access. He put one of his forehoofs behind Twilight’s head and pushed her all the way to the base of his throbbing member causing her to gag as she deep throated him before being able to pull back for a gulp of air.

Trixie stared dumbfounded at the scene before him as the unicorn and pegasus started becoming more enamoured with each others physical differences and then watching the lavender mare bend down and take the cyan stallions member in her mouth. A low groan came from Trixie as he felt his member stand a full attention throbbing with his increasing heart rate. He moved closer to the pair of friends and took in the mares fully aroused scent emanating from the dripping mound behind her. Trixie started to feel the desire to taste the mare and licked over the juicy slit shuddering with the mare as the sensation coursed through both of them. At that point Trixie wanted more and continued to lick more roughly, even sticking his tongue inside and sucking on Twilights clitoris to get at more of the sweet mare honey inside.

Twilight let out a stifled moan as she felt the other stallion pleasure her pushing back to encouraging him to be more rough. Her mouth salivated as she tasted the salty and sweet pre leak out of Rainbow Dashes’ cock, wanting more of it. She noticed the stallion before her falter from her oral ministrations and pulled the member out of her mouth with a loud pop. “We can take this to the bed if you want to be more comfortable.”. The mare moved from under Rainbow Dash and Trixie’s oral stimulation to her bed flicking her tail over to the side, presenting her marehood and dripping arousal to the two heated stallions.

Trixie and Rainbow Dash looked at the mare and then each other, both nodding as they silently agreed to put their rivalry aside to please the receptive mare in the room with them. Rainbow Dash climbed up in the bed and sat with his back against the headboard idly stroking his throbbing member as Twilight was the next to climb up nuzzling the member before her. Trixie climbed up next behind the mare and used telekinesis to move the member to the side before moving the head of his throbbing erection to the mares dripping petals. Twilight slowly licked up from her friends balls to the tip of his stallionhood before engulfing it and deepthroating it again, enjoying the breathlessness and throbbing sensation from his member. The mare then pushed her body back taking the head of azure stallion behind her within her dripping pussy.

Trixie slowly pushed in as Twilight insisted groaning as the already tight mare was tightning further before coming upon some resistance halfway and bending over to bring his muzzle to the mares ear. “You’re still a virgin, aren’t you Twilight?”, asked Trixie, “Don’t worry it will hurt for a second, I’ll be gentle at first.”. Trixie thrusted in slowly breaking Twilights’ maidenhood taking her to the hilt while Twilight let out a muffled yelp mixed with in with a moan. Trixie waited there for a few seconds watching the sight before him grinning at an equally pleased Rainbow Dash before pulling out and thrusting in again. Twilight moaned at the sensation of being filled as her marehood gripped and squeezed the intruder.

Rainbow Dash felt more pleasure as Twilight moaned with his member inside her. He stroked her mane while groaning his approval to the mare, “This feels so awesome”.

Twilight kept up the oral pleasure of her friend sometimes taking the member out of her mouth and licking the hole at the top of the member or nibbling on the flare of the head while getting a loud moan from its owner. Trixie was also panting, gripping Twilight close to him as his thrusting was getting heavier and more erratic, his heavy balls slapping against her clit whenever a very heavy thrust was made. Both stallions moans and pants were getting more hoarse and louder as they started to reach their peak. Twilight was also feeling her climax starting to arrive, causing her to suck on Rainbow Dashs’ cock harder and push back on Trixie when he thrusted.

“T-T-Twilight I’m g-gonna...”, Rainbow Dash groaned as his climax came, causing him to push the Twilights’ head to his members base it spurted his delicious seed down her throat.

Trixie then let out a loud moan as he gripped Twilight roughly and thrusted in as hard as he could grinding his member within here before his own cock twitched and shot ropes of his thick seed in the mare. The second both stallions came Twilights own peak hit her, causing her to give out a low and loud moan as she felt liquid heat enter her and fill her already occupied orifices. Twilight felt the stallion behind her slump over her as she pulled the cock in her mouth out milking out what was left and savoring the salty and sweet taste before pulling out the one in her still quivering pussy. All three ponies looked at eachother softly panting and the lust that addled their minds started to abate.

Twilight gently pushed Trixie back against the bed gently pinning him and exposing her still winking marehood at Rainbow Dash and giving him a sultry look before asking, “Ready for round two?”

~~~

Three mares slept in a bed all together the azure and cyan mare gently holding the lavender one between them while their manes and tails were mussed and fur matted. A small beam of sunlight came down and hit Twilight in the face causing her to groan and slowly open her sleepy eyes. Twilights stirring also caused her two lovers to slowly wake. All three gently smiled at each other knowing the deed they did in that night of passion. Twilight broke the silence as smiled to her friends in bed, “Next time, we reverse roles.”

A/N: Well first time I ever tried writing pony fiction. I think I did an ok job, and hints or tips on how to improve would be helpful.