Trixie gets revenge on Twilight with the help of the other 5 elements of harmony.

Thanks to Drakinho for the request!

This chapter will contain non-human pony clop.

Categories: Genderbent/swapped, Gangbang, Orgy, Futa.

Warnings: Most definitely one of those “Not for everybody” chapters. Proceed with caution.

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“Twisted”

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Fluttershy hummed a simple tune to herself as she flapped up to the top of the trees, carrying a basket of freshly-dug worms. There were tiny chicks to feed. They opened their mouths willingly as she dumped their food in, smiling at a job well done. The birds chirped their thanks as she flapped off to tend to other things… It was just another day tending to the animals. Next, she had to pick flowers for the bunnies to munch on… Still humming happily, she took her basket to the meadow. A rustling sound caught her attention, though… She perked up, looking around.

“Hello? Is anypony there?” She asked out loud, turning in a slow circle. Indeed there was… Another pony, her white mane slightly frazzled, her dusky blue coat looking like it had seen better days, was slowly approaching her. Fluttershy’s defenses rose almost immediately. They almost always did when meeting another pony. And this one looked slightly menacing for some odd reason… Almost immediately, her hair covered her face, her wings tucked tight against her body. Still, the other pony drew closer. She saw now that it was a unicorn. Something about her seemed oddly familiar… Fluttershy realized in a flash who it was.

“You’re-“

A bright flash of blue magic, and Fluttershy’s vision went dark…

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Stretching out lazily on a cloud, Rainbow Dash kicked one hoof up onto her bent knee, heaving a sigh so she could enjoy the sun beating down on her body. She loved lazy days like this… So nice. Her eyes began to close, ready to slip off into a nap… But something kept her from drifting off completely. Some odd feeling in her stomach… Something along the lines of… Falling?

Dash’s eyes snapped open suddenly, looking straight up… Down? At the rapidly-approaching ground.

“Woah!” Her wings flared out, catching the wind and pulling her out of the impromptu dive in an instant. She flapped hard to avoid smashing directly into the ground, her hoof catching the dirt path for a second before she pulled out of it. She stumbled slightly, her hooves scrambling to bring her momentum to a stop. Finally, she halted, her flanks heaving as she tried to wrap her mind around what happened.

“I swear, that fucking Cloudkicker… She always interrupts my naps. I’ll get her if it’s the last thing I-“

“Not Cloudkicker.” Dash froze at the voice. She wheeled around, spotting the unicorn, her horn already glowing.

“Wait, you-“

Blackness.

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“Phew. That’s it fer today, Big Mac.” Applejack lugged the last bushel of apples onto her brother’s cart, wiping sweat from her forehead with a hoof. “One helluva haul today!”

“Eeyup.”

“Go on an’ take these back. Ah think ah’m gonna, heh, catch a few winks iffen you don’t mind.”

“Eeyup.” Mac trundled off with the creaking cart, leaving a well-worked Applejack alone in the orchard. She heaved a sigh, smiling as she looked around at the trees, most of them bare of their hefty load of apples. It had been a really long day, but they had finished all the work, with a little time to spare before dinner. Applejack plodded to a nearby tree and stretched out with her back against the smooth bark, her hat tilted downwards over her eyes to cover the dying sunlight. One more contented sigh, and she let sleep slowly wash over her…

Until something impacted her stomach.

“Ooh! What the hay?!” She bolted upright, her hat obscuring her vision for a moment as she fought to pull it off. Eyes wide and her heart pumping fast with adrenaline, she looked around for the offender. Her hoof kicked something through the grass. A rock. Who the hay threw rocks at sleeping ponies?

“Show yerself!” Applejack shouted, wheeling to and fro in search of her assailant.

“Hmm. As you wish.”

Applejack froze.

“It’s you…”

The last thing she heard was a low, menacing chuckle before consciousness fled.

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“Hi there! What can I get for you?!” Pinkie Pie bounced around the corner at the jingling sound of the bell. She froze mid-air for a moment at the sight of the pony in her story. “Hey! It’s you, you big ol’ meanie-pants! What are you doing back in Ponyville, huhn?!” She landed after a three-second pause, her head lowered and ready to charge.

“Shut up and sit still.”

“Huhn?! No! Never!” Pinkie juked out of the way as a bolt of magic shot past her, hitting the wall instead. She scooped up a nearby pie and flung it with expert accuracy at the pony, but it sailed through the air, right after she teleported away. The sound of hooves on the floor made Pinkie whirl around, another confectionery in-hoof to throw at the mean unicorn. Instead, she saw nothing. Another teleport! Too late, Pinkie Pie was pinned as her adversary landed atop her.

“Oof! Ow, leggo of me! Get off!” She writhed and bucked, but the unicorn rode it out like a professional… Pony rider. Did pony riders exist? That was the last thought that crossed her mind before the void swallowed her.

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“Oh, Opal…” Rarity groaned, fretting over an incomplete dress. “I don’t think I can finish this in time… The design is fine, but I don’t think Sapphire Shores is going to like the color…” Her curmudgeonly cat mewled apathetically before turning her rump at the white unicorn, her sides rising as she drifted off.

“Some pet you are…” Rarity rolled her eyes and re-focused her attentions on the dress, her magic levitating color palettes next to the un-dyed dress. “Hmm… Orange? No, too tacky… Yellow? Too autumn… Perhaps teal…? No, too close to the sapphire’s color… Ooh, I just don’t know!” Rarity wailed as she clomped about, trying to come up with a color that would match the dress…

“How about green?”

“Hmm? Green?” She stopped and looked back at the dress. “Green…” She levitated the palette back up to the dress. “Green! Green, it’s perfect! Oh, my thank you-“

“It’ll match your mane.” Rarity froze. Her eyes were fixed on the worst fashion disaster to occur to her since… Ever. Then she was gone…

Trixie stood over the prone form of the white unicorn Rarity, grinning to herself deviously. “And that makes five… Up next, Twilight Sparkle…” She gazed out of the nearby window, smiling to herself as she spotted the very top of the tree house Twilight called home. “Revenge is so sweet…”

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“Anything else, Twi?” Spike asked, peeking over the edge of the desk. Twilight glanced down at him before returning her attention to the current book.

“I think that’s it. You’re free, little buddy.” She smiled as he scampered off. Friday night meant Spike was off to help the crusaders with their latest endeavor. She thought she heard him mention something along the lines of ‘Cutie Mark Crusader Spelunkers.’ He’d likely be gone all weekend. She pushed the glasses further up her muzzle and resumed reading, giving a soft ‘hmm’ of satisfaction as the front door closed. Alone at last. Time to get some serious reading done…

A soft rustling downstairs, though, kept her from focusing completely. It sounded like steps… Had he forgotten something? “Spike?” She called, looking up from the text. “Forget something, buddy?” Silence. Odd… Furrowing her brow, Twilight closed her book and slipped out of the chair, silently peering over the edge of the balcony. She blinked at what she saw.

“Oh. Hello, Rarity… I didn’t hear you come in.” She descended to the library proper, smiling at her white friend. “Come to pick up the latest edition of Vogue?”

“Hmm? Oh, no, Darling.” Rarity smiled warmly at her as Twilight descended. “I, aah… Ahem.” Her cheeks were flushed. Twilight frowned slightly, pausing on the stairs.

“Rarity, are you alright?” She asked.

“Smashing.” Rarity’s smile turned to something a little more… She was grinning now… Why was she grinning like that? Twilight’s hackles rose slightly, her eyes roving over the white mare. Was she… Was she panting? Her coat gleamed with sweat… She was practically lathered with it… In the shadowy light of a late evening, Twilight couldn’t quite make it out, but was Rarity wearing some new sort of saddlebag? It dangled underneath her stomach… That couldn’t be comfortable… Using her magic, Twilight turned the wicks up on the lamps, shedding more light on the room…

“Rarity… Is that…”

“Eeyup.” Twilight’s vision snapped to the side.

“Applejack? What’s going on?” Twilight hesitantly finished her descent, her expression both confused and worried at the same time. Unless she was mistaken, however, both Rarity and Applejack were sporting-

“Miss me?”

She froze.

That voice.

Twilight looked at the front door. There, along with the three missing members of her small group of friends, stood the blue-coated, white-mane unicorn.

“Trixie.”

“Hello, Twilight.” She cooed, slowly walking forward. Fluttershy, Pinkie Pie, and Rainbow Dash followed her, fanning out to join Rarity and Applejack. Together, the six of them formed a half-circle around Twilight.

“What are you doing in Ponyville? Why do my friends have colt genitalia? What are you doing in my home?” Twilight backed up against the wall. Nowhere to run. Rainbow Dash flew overhead, cutting her off at the stairs, and Pinkie Pie was inbetween her and the door. Twilight had nowhere to go. More importantly, though, all five of her friends sported massive, throbbing lengths of male pony flesh. She couldn’t help but watch Dash’s wobble obscenely as she flew overhead. A closer look at Applejack’s revealed it to be throbbing, lathered with sweat. All of them were.

“Hmm…” Trixie smiled as she left the half-circle, padding back and forth behind each one of her friends. “Simple, dear Twilight… Revenge. After you chased me away, I couldn’t perform anymore… Word of mouth travels faster than even a moderately fast unicorn… Every town I came to knew my name before I arrived… As soon as I arrived, I was unceremoniously tossed out on my flank…” She never took her gaze off of the cornered purple unicorn, her lips curled in a slight smile.

“So I stopped performing, and I started practicing… Thankfully, some ponies aren’t as thick-headed as others, and I managed to find a mentor in an old unicorn stallion in Trottingham… Do you know who this unicorn was?” Twilight’s gaze flickered around to the five ponies surrounding her, then back to Trixie. She connected the dots.

“Gender Bender.” She cursed under her breath.

“Correct. He taught me the most advanced and powerful shape shifting charms known to pony-kind, and helped me master them…” Trixie stopped her pacing, her hooves planted firmly behind Applejack. “Then he taught me the most beautiful thing I’ve ever felt…” She inhaled deeply, holding that breath before letting it out with a shuddering exhalation.

“Revenge.”

“Trixie, I-“

“Shut up, Twilight.” Trixie cut her off, scowling. “I am in charge here, and you shall do as I say. Do you understand?”

“I will do no such thing.” Twilight lowered her head, her horn glowing. “Applejack, move. I need to take the spell off of you, then kick this floozy back to Trottingham.”

“Ah cain’t do that, sugar cube.” Applejack panted, her lips smiling. “Y’all jes look so good… Ah cain’t resist no more…” She took a tentative step forward, still shielding Trixie with her body. Twilight’s eyes went wide. This was Applejack. Her friend. She couldn’t risk harming her!

“Girls,” Trixie threw her mane back over her shoulder as she straightened her head. “Get her.”

“Girls, no- ACK!” Applejack lunged first, the firm earth pony body barreling Twilight over. She was sandwiched inbetween Applejack’s rock-hard frame and the wall for a moment before Pinkie Pie swooped in, separating them just enough. The entire time, Twilight struggled to get a clear shot at Trixie, but Rainbow Dash and Fluttershy swooped in to cover the other unicorn. Soon enough, Twilight was dragged away from the wall, her body pinned beneath her friends.

“Girls! Stop this! Let me go!” Twilight panted, writhing and fighting with all her might. She would have blasted them away, but she couldn’t hurt them… Shape-shifted as they were, they were still her friends. She couldn’t risk it. Pinkie Pie and Applejack held all four of her legs, spreading her out completely. Rarity maneuvered in close to her head, smiling down at her.

“Relax, darling… Let it happen.” She cooed. Twilight writhed, but Rarity leaned in, her mouth opening slowly.

“Rarity, stop! Stop, let me go!” Twilight grunted and fought with all of her strength, but all of that was soon robbed of her… Rarity’s mouth wrapped around her horn, enveloping the sensitive enamel in a warm, slippery grip. Twilight gasped as the initial sensation shot through her body, making her tense up. Rarity moaned, sending a shivering vibration through her horn, making Twilight’s entire body quiver under the sudden, firm sensation.

“There you go, Rarity. Keep her like that…” Trixie cooed, smiling as Applejack and Pinkie Pie released her legs. Not that it mattered. Twilight couldn’t do anything with her horn in Rarity’s mouth. She couldn’t cast her magic, couldn’t fight or writhe… She was completely subdued…

And she was really liking it… It’d been ages since her last hornjob… Hate herself as she might, she couldn’t deny the shudders running down her sides. For a unicorn, having her horn sucked was akin to an aphrodisiac. Twilight’s juices flowed freely now, her lips flaring obscenely in front of all of her friends. Rarity’s tongue ran over the smooth ridges on Twilight’s horn, each one of those gentle flicks almost like flicking her swollen clitoris. Twilight’s mouth opened, her tongue spilling out to drool helplessly.

“Look at that…” Trixie teased, smiling as she slowly advanced on Twilight. “You get your horn in somepony’s mouth, and you’re reduced to a slavering mess… I bet you want it now, don’t you, Twilight?” Trixie teased, slowly straddling the purple unicorn. “There’s one thing you don’t realize, though… Your friends are all subject to not only the shape-shifting spell, but a powerful aphrodisiac spell… It gives them the stamina of an earth pony, the libido of a pegasus in heat, and the technique of a skilled unicorn… Meanwhile, you will receive nothing. No chemical help. You’re going to have to sit there and endure it all…” She grinned, leaning until her breath washed over Twilight’s face, her horn touching Rarity’s…

“And the best part is…” She gave Twilight’s cheek a quick kiss. “I haven’t even shifted myself yet…”

“What… Ugh… Rarity, that’s… So good…” Twilight drooled more, her brain hardly registering Trixie’s words. What was that about not having even shifted herself yet? Twilight’s half-lidded eyes looked up at Trixie… The blue unicorn’s horn suddenly lit up, blazing to life in a brilliant display of magical prowess. Despite the powerful stimulation ripping through her body through her horn, Twilight had to see this… What spell was she casting?

Twilight was no stranger to Gender Bender’s work. He had been ostracized for studying forbidden magic in Canterlot, and Celestia had decommissioned him as head of the Magical Alterations division of the Unicorn Academy. He had been all but banished to Trottingham twenty years ago. As an example, though, advanced students were allowed to review his notes. Not for practical use, but more as an example of ‘what not to do.’ Celestia herself had cautioned against using any of his spells… But this one… This was a spell not included in his notes. Apparently, the sick and depraved unicorn had been busy in his exile. Trixie’s expression drew down, her concentration focused on this magnificent work of magic. From in between her own hind legs, Twilight watched two stallion members grow forth, already oozing pre cum as they dangled between her haunches.

“There.” Trixie gasped, grinning down at an awestruck Twilight. “Gender Bender’s most complex spell… Do you like?” Trixie swayed her hips back and forth, causing both the engorged rods to swing with the gentle motion. The way she was straddling Twilight, they oozed onto her stomach, the shining liquid darkening her own purple coat.

“Rarity, please…” Twilight panted softly. “Please, stop this…”

“Hmm… You won’t be saying that in a moment. Rarity, keep showing Twilight a good time. Your friends and I are going to enjoy ourselves. Isn’t that right, girls?” Trixie looked around at the others, all of them panting and grinning. Underneath it all, Twilight was pinned, aroused, and not entirely unwilling… It had been quite some time since her last sexual encounter… And Trixie displaying a new and unkown spell carried it’s own sense of allure and mystery. This may have been for vengeance, but it seemed that Trixie only wanted her body.

“Okay.” Twilight shuddered. “Okay. Okay, okay, okay. I give.” She sagged down, the tension completely leaving her muscles. “If w-we’re going to do this… I want it to be consensual…” Her eyes opened again, looking up at Trixie. “I’ll take on you, and my friends, and we’ll prove who the better unicorn is.”

Trixie grinned down at her.

“As you wish. From now until the spells wear off, Twilight, you’re mine. You do as I say, and try to endure it. Do you agree?” Twilight nodded. It may have been Rarity’s mouth on her horn, it may have been the repressed sexual desire, or it could be the undeniably arousing sight of six stallion members all throbbing and begging for attention… Any one of these things alone would have pushed Twilight to acquiesce… Together, she was helpless.

“Yes. I agree. Please.”

“Good. First thing’s first, you and Rarity need to warm me up. Open wide, girls.” Trixie slowly walked forwards, her twin members throbbing as they moved closer and closer. Rarity’s mouth left her horn, and together, they opened their mouths… Trixie guided her flared heads forward, and slowly, both Twilight and Rarity accepted them.

“Haah-umph.” With a hot breath, Twilight accepted Trixie’s throbbing cock in her mouth. Above her, Rarity did the same, and together, they started servicing the blue unicorn.

“Oh girls… That’s magical…” Trixie panted. Twilight’s vision was completely obscured whenever she opened her eyes, but she could tell Trixie was shuddering. Careful not to scrape either of the other two unicorns with her horn, Twilight began moving her head back and forth, sliding the flared tip all the way to the entrance of her throat and back again. Her tongue swirled around the salty slit at the tip, lapping up the dribbling pre cum Trixie still oozed. The musky, salty taste filled Twilight’s mouth, making her cheeks flush all the more. The aftereffects of Rarity’s horn job still remained, and the sensation of firm flesh filling her mouth only made Twilight ooze more.

“M-mistress Trixie?” Twilight heard Fluttershy mutter quietly in the background.

“Hmm… Yes, Fluttershy?”

“Sh… She’s really wet… Please, mistress… Can I lick her?” Under other circumstances, Twilight would have been shocked at the breathy request from the quiet pegasus. Right now, though, her mind screamed, begged for Trixie to say yes…

“By all means, silly…” Trixie panted. You can fuck her for all I care. In fact, you four can do as you please with her or one another. One stipulation. If you must orgasm, make sure to do it onto Twilight. I want to see her covered by the time this evening is done.” Simultaneously, all of her friends voiced their thanks. Twilight shuddered as she felt a shy, hesitant tongue run over the soft fur on her thigh. She would have loved to have gasped out loud, to beg for Fluttershy to get on with it… But she had more important things to do with her mouth. She licked harder, her head moving back and forth, her tongue moving restlessly… At the back of her mind, Twilight knew she had to outlast all of them. With this aphrodisiac they were all subject to, it would be tough. To Twilight, this was another test. Just another test…

She didn’t think she was very well prepared.

“Rarity, darling… I believe the Great and Powerful Trixie is… Hnn… Very close to cumming.” Trixie panted, flexing both of her members inside their mouths. “Be a dear, and when I cum in your mouths… Dump your load into Twilight’s?” Twilight felt Rarity move back for a moment, the other long member bobbing up and down as Rarity’s mouth slid off.

“Yes, mistress… I’ll s-spit your cum into Twilight’s mouth…”

“Hmm? You sound hesitant…” Trixie panted. Twilight could hardly listen to this… Fluttershy was still teasing her, not quite getting in to licking full-on. She was channeling her desire to be licked into sucking Trixie off.

“It’s not very lady-like to spit, is all…” Rarity moaned. Her hot breath washed over Twilight’s horn, making her seep more wetness from her flared marehood.

“Ooh. I see. Well then, you’ll just have to, aheh, swallow your pride and spit my cum.”

“Yes, mistress… If it would please you.”

“It would please your mistress greatly. Quickly now, I’m very close.”

“Yes, mistress…” Twilight and Rarity resumed sucking as best they could, groaning and panting, moaning into the hard shafts of stallion flesh filling their insatiable maws. Fluttershy finally decided to start licking. It seemed she had been holding back, because once she started, it was with a fervor Twilight would have seen from somepony like Rainbow Dash or maybe Applejack… Not the shy, yellow pegasus… With how riled up Twilight was already, she wasn’t going to last long.

“Unf… Unf… Here it comes, Rarity… Prepare yourself… And Twilight, you’d better swallow all of it. I’ll be angry if you don’t.”

No worries there… I know the science behind proper chugging technique. Twilight thought. She had read a book on it. Her tongue was numb with the exertion by now, so all she could do was sloppily move her mouth up and down the shaft.

“Haah… Here it comes, girls… I’m cumming… Hnn-UGH!” Trixie threw her head back, driving her hips downwards suddenly. Twilight felt the flared head of Trixie’s massive cock press against her throat, just as it began pumping stream after stream of thick, creamy liquid directly down her throat. She gulped every last drop, flaring her diaphragm and relaxing her jaw muscles. It flowed fast and free down her gullet, not a single drop making it’s way back up into her mouth. Trixie stayed like that, robbing Twilight of her breath for close to twenty seconds. She sucked and moaned the entire time, taking every single drop of musky, creamy seed.

“Keep your mouth open, Twilight.” Trixie panted. As she pulled out, Twilight gagged a little, her saliva stretching lewdly between Trixie’s head and her lips. Rarity moved in suddenly, opening her mouth against Twilight’s. This time, she had to taste every last bit of cum as Rarity swapped her load. It was slimy, slippery, tasted disgusting, and generally just horrible…

Twilight loved drinking every last fucking drop.

“Urk… Was that good, mistress?” Rarity grunted, standing at her full height.

“Very good… But she still has to swallow…” Trixie groaned. Everypony present, save for Fluttershy, looked down at Twilight. The purple unicorn grinned as she swirled the creamy load around her mouth one last time. The heady, filthy taste coated her tongue, clung to her throat… She wanted more, but she’d have to settle for now. Opening her throat once more, Twilight gave a mighty gulp. It slid down her throat, sending shudders through her body as she swallowed it all. At the same time, she came directly against Fluttershy’s tongue, scaring the poor mare with the sudden rush of fresh juice.

“A… All done.” Twilight panted, sagging onto the floor.

“F… Fuck.” Rarity’s appreciative groan was enough to validate Twilight’s lust. She didn’t feel even the slightest bit bad for what she had done. She had loved it. She’d do it again in an instant… Part of her wished she COULD do it again… By the look in Applejack’s face, she wouldn’t have to wait long.

“Move aside, y’all. Ah wanna git in on this.” She straddled Twilight’s face, her own throbbing shaft lathered in sweat. The musky scent wafted past Twilight’s nose, inundating her with the desire, the want to fulfill Applejack’s need.

“No more messing around, girls.” Trixie panted. “I want to watch you fuck this little bitch up. Pussy, ass, mouth… I don’t care if you have to jerk yourself off onto her flank. I want you to drench her.” Underneath Applejack’s dangling head, Twilight grinned.

Bring it on.

“Ooh… Me first?” Fluttershy panted. Twilight was already eagerly licking Applejack’s head, ready to take that pillar of flesh into her mouth once more.

“Hang on, Flutters. I’ve got an idea. Pinkie, help me flip her over. Fluttershy, get on your back.”

“Huh? Oh, okay. If you insist…” There was shuffling and movement, and Twilight was suddenly dragged away from Applejack’s distended member. She flicked her tongue out, searching for the oozing head, upset that she was being pulled away.

“H-hey…”

“Shush. You’re gonna love this, Twi. I promise. Fluttershy, lay back. There you go. Twilight, on your hooves, girlie.” Reluctantly, Twilight was lifted onto her hooves, but when she saw what the others were planning, her heart raced.

“Oh yes…” Immediately, she straddled Fluttershy’s hips, her erect member already brushing against her nethers.

“Pinkie, pull her tail out of the way. I’m first.” Twilight’s long, silky-smooth tail was unceremoniously pulled upwards, sending a shudder through her body once more. Fluttershy’s throbbing cock begged for insertion, and Twilight was only all to eager to grant it. With a slow, steady motion, she pushed her hips down, impaling herself on the magically-gifted stallionhood. Fluttershy’s gasp matched Twilight’s, even as the purple mare felt her walls spread apart.

“Give it to her, Dashie!” Pinkie Pie muttered. “I’m next!”

“Alright, Pinkie. Here we go!”

“Don’ fergit about me, Twi.” Front and back, Twilight was suddenly filled. Her tight pucker yielded readily, letting Dash’s sweat-lathered cock fill her up completely. What’s more, Applejack rose to her rear hooves in front of Twilight, showcasing the neglected cock she had been slated to suck earlier. Applejack’s fore hooves wrapped around her head, pulling Twilight’s open mouth down onto the shaft.

In that moment, Twilight completely and utterly filled. There wasn’t a single hole that wasn’t being used. She grunted as Applejack pushed her cock deep into Twilight’s throat, pulling out and roughly mouth-fucking her. Saliva drooled down onto Fluttershy, who could do nothing but whimper and moan as she was ridden hard and fast.

“Good job, girls… But that still leave Pinkie Pie, Rarity, and myself with nothing to do… Aah, here we go… Rarity, stand there next to Pinkie. There you are.”

“M-mistress?” Twilight glanced off to the side, watching as Trixie rose up with her twin, throbbing members lined up behind Rarity and Pinkie Pie. “Ooh… Please, mistress. Give it to us…”

“Open up, girls… This is gonna feel good…”

“Aahn!” With a rough motion, Trixie thrust her hips forward, filling Pinkie and Rarity’s twitching vagina’s with one singular motion. The erotic, wet sounds echoing all around only helped enhance the situation… Twilight had always been somewhat of a nymphomaniac… Long nights of studying manuals and reading dirty novels left her a dirty little mare, always willing to please and be pleased… Sadly, not many stallions were attracted to her, and those that were didn’t want anything to do with the darker side of Twilight’s desires. Now, in an aphrodisiac, magic-fueled fuckfest, she let all of her deepest fantasies come to light.

“Hmm… Hmm! Haa-urk.” She choked on Applejack’s dick, panting as she tried to get the hardy earth pony to fill her mouth once more. Of all the six of them, though, Fluttershy gave in first.

“M-mistress! I’m sorry!” She wailed. Inside her twitching cunt, Twilight felt Fluttershy’s cock throb wildly, filling her belly with warm seed. Twilight’s cheeks flushed, her tongue spilling out around Applejack’s throbbing member.

“Her ass is so tight…” Dash grunted, still driving into her from behind. Twilight was ravaged. She felt the soreness build up already, but she ignored it. The pleasure far offset the pain, sending her over the edge. As the blood left Fluttershy’s member, Twilight came, pushing the flaccid shaft out of her. She dribbled creamy cum and thin, clear feminine ejaculate in equal measure, groaning long and loud into Applejack’s cock. Fluttershy managed to wriggle out from underneath her, whimpering as she went to curl up in the corner… Even if she was under the effects of a powerful spell, it couldn’t override her natural instincts. Still, she watched the other six go at it, whimpering as though she were still pleased. Best as she could, Twilight smiled at the shy pegasus. One down, five to go.

“Mistress!” Pinkie Pie gasped, letting Twilight’s tail go. “Can I get those sloppy seconds?”

“Go for it,” Trixie grunted. Pinkie Pie squealed with delight and slid off of the massive erection, flopping onto her back and adjusting so she was underneath Twilight.

“Are you ready, Twilie? I’m gonna put it in.”

“Hmm.”

“Cock-filled mouth says yes! Go for Pinkie fuck!” With a rough motion, Pinkie lined herself up and slid deep into Twilight’s dripping twat. The impact drove her forward, making Applejack’s cock slide deeper into her throat than ever before. She gagged around the shaft, her eyes rolling back in her head. Her thoughts began to cloud over as she was choked, filled to the brim once more.

“Ah’m gunna cum!” Applejack grunted, flexing powerfully inside Twilight’s mouth. The unicorn could do nothing but gulp down the thick streams of cum spurting into her mouth, trying very hard to not pass out through the lack of oxygen. When Applejack pulled out, she brought with her plenty of saliva but no cum. Trixie leaned over, looking at Twilight’s abused, slack-jawed mouth.

“Tsk tsk… That won’t do, girls. I want to see some cum ON Twilight. Applejack, move out of the way so Rarity can show you how it’s done. Go, Rarity. Go please yourself onto Twilight’s face. Look at her, she’s begging for it.”

“Y-yes, mistress…” Rarity pulled away from Trixie’s rough thrusting, leaving behind two wobbling cocks. Applejack moved aside, letting Rarity take her place. Twilight’s open mouth panted as she looked up at her friend. “Twilight, are you ready?” Despite the complete lack of muscular coordination in her jaw, Twilight curled her lips upwards. She was more than ready. Apparently, so was Rarity. She hadn’t received any sort of attention since this whole ordeal started, and the rough fucking from Trixie had made her hard as a rock. When she pushed into Twilight’s mouth, it sent a fresh wave of orgasmic juices flowing down Pinkie Pie’s thrusting cock. She surrendered to the orgasm, letting all three of her holes be abused in the most wonderful, depraved sort of fashion… Rarity groaned as she thrust into her mouth, and Rainbow Dash’s hips were pumping at an almost impossible speed. Twilight felt her ass go numb from the abuse, but thankfully, the pegasus spent herself at last. Moaning into Rarity’s cock, Twilight felt Rainbow Dash fill her ass with a creamy load.

“My, my… This simply will. Not. Do. Dash, pull out and give the last bit of your load to Twilight’s flank.” Trixie quipped.

“Yes, mistress…” Twilight gasped as she felt her ass suddenly voided, dribbling creamy cum. Dash’s hooves massaged her own twitching cock, sending the last three spurts of thick cum onto Twilight’s cutie mark. Some of it tangled into her tail, but what landed on her flanks dripped down, making her shudder at the warm, wet feel…

“Ooh, I’m gonna cum, too!” Pinkie groaned beneath her.

“Get out of there,” Trixie helped pull Pinkie out from underneath Twilight. “Cum on her flank proper.”

“Yes, milady!” Pinkie stroked her cock for the last bit, grinning stupidly as she started to cum. Panting and flexing, she emptied several long, creamy streams onto Twilight’s ass, covering her thighs and cutie marks with creamy spunk. Twilight groaned, her legs feeling weak in the sudden absence of anything inside of her. Aside from Rarity, that is… She continued to suck and lick, eager to please, wanting more, feeling the cool spunk dripping down her coat…

“Look at you, Twilight.” Trixie teased, walking a slow circle around Twilight. “Both of your fuck-holes filled to the brim with cum, mouth busy sucking another cock, shuddering because you don’t have anything inside of you… Don’t you fret, Twilight. I’ll make sure you get filled soon enough.” Trixie stopped behind her, taking a moment to lick both her holes before raising up. Her hooves rested on Twilight’s shoulders, both heads of her gifted cocks lining up against her holes. With a smooth, fast motion, she plunged them both back inside. Strength returned with that thrust, and Twilight’s knees locked. She bore the weight of each thrust perfectly well, grunting and moaning as she was filled over and over again by Trixie’s rough fucking. Moaning and whimpering, Twilight let herself be subjected to it, her body shuddering as Rarity began to peak.

“T-twilight, Darling, I’m going to cum! Haah! Mistress!” Twilight spat Rarity’s cock out as she peaked, making sure to close her eyes as the shower of cum spurted forth. It oozed down her sensitive horn, spattered her muzzle, filled her nose with it’s musky, filthy scent. Trixie’s rough thrusting sent her over the edge of a third orgasm, her cum-covered body shuddering as she climaxed.

“Hnn… Oh, my! Twilight, I’m sorry!” Apparently, her friends hadn’t been idle in their absence. Poor Fluttershy was subject to a blowjob, and now that she was cumming, her hips were poised just over Twilight’s shoulders. Twilight felt the thick strands stretch out across her back, tangling into her mane, dripping down her forelegs. The only place on her body that hadn’t been subject to one sort of orgasm or anther was her stomach…

“Roll over.”

Well, that was about to change… Twilight felt herself voided once more as Trixie rolled her onto her back. Legs spread wide, she was filled again, Trixie’s body ramming her twin cocks deep into Twilight’s abused holes. Her back arched as Trixie took over with a rough, fast pace. She was filled over and again, her muscles twitching as the pleasure flowed fast and free. Panting, Twilight urged Trixie on, praying she came soon, hoping she could be completely covered this time.

Applejack grunted, waddling forward as she came again. The first few streams of cum missed, but the rest of them dribbled out onto Twilight’s neck, oozing down her flesh into her mane. Her tongue reached up, eagerly lapping the twitching pair of testicles above her face. Applejack moaned as Twilight lapped and slobbered all over them, but pulled away so Rainbow Dash could take over. Facing back down the length of her body, Rainbow Dash shoved her crotch down onto Twilight’s face.

Apparently the spell only added the extra member… Rainbow Dash still sported a very feminine vagina, her wet lips twitching readily as Twilight’s skilled tongue worked at pleasing her lady-bits. She shuddered and groaned, stroking her throbbing cock while Twilight licked both her pussy and ass eagerly. This was a flat-out fuck fest. No holds barred, they could do anything they pleased. Twilight let her darkest dreams come true, lapping with all the strength she could muster at the pegasus’ crotch. She didn’t last long against the assault.

“Twi! Fah, FUCK!” Grunting, Dash let loose, her massive erection spurting thick ropes onto Twilight’s chest. Her ribs were covered with the creamy seed, rivulets of it running down her withers. Meanwhile, Dash’s core twitched and oozed, filling Twilight’s mouth with the musky taste of feminine cum. She moaned eagerly, sliding her tongue into Dash’s twitching walls, tasting everything the abused pegasus could offer. When she pulled away, Pinkie Pie took her place, this time draping her hard rod over Twilight’s face. Compared to Dash, Pinkie Pie’s taste was much more prominent and erotic. Twilight eagerly delved deep into Pinkie Pie’s cunt, licking from her twitching asshole all the way up to her swollen testicles.

“Ooh, Twilight! You’re so fucking good at this! Aahn, I’m cumming!” With a sudden gasp, she let loose, dribbling a massive load of spunk onto Twilight’s horn, drenching her mane with the creamy jizz. Twilight worked her tongue tirelessly against Pinkie’s dripping twat, swallowing every drop she could managed. Pinkie Pie left, just as Trixie’s thrusting reached a fever pitch.

“Alright, Twilight.” She grunted, dripping sweat as she worked her hips. Twilight grinned weakly up at her, flexing her walls as best she could. “Get ready for it. Here it comes…”

“Give it to me, ‘mistress.’” Twilight’s voice was mocking. She writhed her hips, bending and twisting Trixie’s cocks inside of her. “Cover me in your dirty cum… Show me what vengeance is like.”

“Y-you little bitch…” Trixie grunted, thrusting fast and wild. Twilight felt like she would be ripped apart… But she sweated it out. She flexed and writhed, riding out Trixie’s last spurt of energy. Just when she thought she couldn’t handle it anymore, Trixie pulled out, laying her dripping shafts across Twilight’s thighs. Gasping and twitching, Trixie emptied all of her arousal, her cocks jumping with each spurt. Twilight watched as the cum spurted out lewdly, splattering her coat from her forehead down to her thighs. She whimpered and moaned, the mere sight driving her over the edge. When she squirted, it splattered upwards onto Trixie’s stomach, coating the blue unicorn with her own cum.

It was over.

Done.

Seven ponies lay on the floor of Twilight’s library, panting and groaning in the aftermath. Her friends still sported flaccid, half-erect cocks, their bodies stretched out in one position or another. They were still for a while, the only sounds that of heavy breathing and soft whimpers. The first one to move…

“Twilight…” Pinkie groaned, watching with wide eyes as the purple mare rose to her hooves. “What are you…”

“Well, Trixie…” Twilight swayed a little on her hooves, feeling woozy and weak. “Looks like I win…”

“F… Fuck you…” Trixie grunted as she rose to her hooves as well, though she stumbled a lot more than Twilight did. Her twin shafts wobbled obscenely as she glared at Twilight. “You’re not done yet, you-“

“I’m not done, no…” Twilight grinned. “But you are.”

“Wh…”

“There’s something you forgot to realize, Trixie…” Twilight’s horn began to glow faintly, flickering a little but growing ever-stronger. She straightened up, lifting her head. Her mane was matted with cum, her face flecked with it, her body all but drenched with the thick, creamy strands. It dripped from her stomach, plopping to the floor, but she didn’t seem fazed. Her legs were spread wide, her head held high. Her horn blazed to life, filling the room with it’s brilliant, lavender glow.

“You forgot to realize…”

Trixie’s eyes went wide as the other five ponies slowly lifted off of the ground.

“We’re the mother fucking elements of harmony.”

------------

“O-okay… Th-that… Was wild.” Pinkie Pie gasped, collapsing onto her side. Fluttershy had long ago passed out. Applejack was the only one left standing, thanks solely to her strength as an accomplished applebucker. Twilight and Trixie were tangled together, their legs twined around one another, their sides rising and falling as they stared at one another.

“Twilight,” Trixie panted.

“Hmm?” The purple unicorn smiled, despite her open and drooling mouth. Trixie inhaled deeply, trying to regulate her breathing, her face scrunched as she struggled to speak the next few words.

“I… I was foolish… You and your friends are powerful.” She sighed, closing her eyes, nuzzling a little closer. “I hope… We can be friends?” Twilight blinked at the sudden, strange request, but her lips spread in a smile nevertheless. She nuzzled Trixie’s mane and pulled her close.

“There’s always room for more friends in our hearts, Trixie. Just… You know-“

“No more genderbending spells. I promise.”

“Well…” Twilight grinned. “Not unless we want them…”

-------- Notes from the Author --------

Well that was… *Ahem* unique… In the words of Rarity:

“Let us never speak of this again.”