"Hey, Twilight!" The impatient and headlong voice of the tomboyish Pegasus anthro called out, soaring towards the castle planted smack in the middle of the otherwise-normal town of Ponyville, where the beloved Golden Oaks Library once stood.

As was the norm for most days like these, the cyan pony raced towards the castle with wild abandon, which usually only meant that there was a problem which required the egghead Alicorn to solve.

Whether she had gotten herself and/or somepony else injured, was facing legal trouble for whatever she had recently done, a prank gone horribly wrong or a combination of any of the above, she usually required the intervention of a certain purple pony to save matters.

Today wasn't much different.

"Twilight, we got a situation here! You're not gonna believe this!"

The Pegasus flew through the open windows into the castle's entrance hall and skidded to a halt, her hooves screeching and scratching across the smooth floor.

Looking around, she couldn't see her friend anywhere, nor the little assistant of hers.

This didn't bode well for her so far, as it meant she would probably have to source and rummage the entire castle to find the answers machine on four legs.

"Twilight?!" She shouted again, flying upwards towards the main library, where she assumed her target would be. "C'mon, you gotta be here! It's an emergency!"

Rainbow Dash's impatience only grew with every minute wasted searching, as her concern for the well-being of her friends grew.

If she couldn't find the princess, she should at least be able to track down Spike. The kitchen would be a good start for that; the greedy little dragon would probably be stuffing his face at the moment.

With her destination in mind, the blue Pegasus took a turn and ran down the corridor, her footsteps echoing through the wide space.

As she was nearing the kitchen, the anthro equine looked down the open doors she passed along the way, hoping there would be even the slightest off-chance that the Alicorn would be within sight inside one of them.

It wasn't until about 6 or so rooms down the corridor that she finally spotted something else of interest.

Screeching her heels against the hard marble, the athletic equine, jogged backwards to the room that had piqued her interest just now, running in the spot.

There, sitting on the table of the open room, was a fancy looking glass vial, containing some sort of purple liquid, most likely a potion that Twilight had concocted recently.

While she knew she had an impending emergency, namely involving the greatest priority of all time; that the latest Daring Do book was going to be delayed by a day, her vivid curiosity was also tugging her to the vial to at least get a better look at what was on offer.

Even if that offer wasn't exactly intended for her.

'Meh, if she's not here, might as well keep myself busy...' The tomboyish mare thought to herself, a defeated sigh escaping her lips that her beloved literature would have to wait a bit longer. 'I'll just have to find her when I find her.'

Ceasing her jogging, Rainbow Dash proceeded to walk towards the inside of the open room, her cyan eyes glued to the shimmering bottle in front of her.

As she got closer, she realised the potion had a slightly pinkish hue and a very pleasant aroma.

The smell was a bit strange, but very sweet and enticing.

Despite being without a horn, even she could tell that it was just recently brewed, so whatever the egghead had come up with, it must've been recent.

'... Well, I've survived worse.' Her reckless-natured mind reminded her, prompting to pick up the vial and bring it to eye level. 'I doubt Twi would be making anything dangerous, anyway. Not her style.'

A shrug and a carefree smirk later, she brought the small bottle to her lips, the cool surface lightly pressing against her.

Without a second thought, the cyan Pegasus drank the whole bottle's contents, letting the liquid slowly pour down her throat, leaving a nice taste in her mouth.

It wasn't as great as cider, but definitely something she would have no qualms trying again.

'Huh... That wasn't so bad. Now, where's that egghead at?'

Putting the bottle back down on the table, the athletic mare turned around and was about to leave the room, but stopped when some internal feelings of changes and shifting, as well as dread and regret overtook her body, causing her to halt on the spot.

Feeling cramping and churning in her body like she had never experienced before, Rainbow Dash dropped to the floor, clutching her stomach with her hands, the pain becoming unbearable.

Her breathing quickened, the rapid inhaling and exhaling of the air, along with her heartbeat, was all that could be heard.

"Ahhhh! Arghhh!" She screamed and yelled, rolling around the floor, writhing in agony.

It didn't take long for her to start feeling some more odd changes.

She felt the muscles in her legs, and the rest of her body, expand and grow, while her arms became a bit thicker and more well-toned as well.

But it didn't stop at that; her face was changing shape, resembling more of a stallion's than a mare's, complete with a more straightened muzzle and a more angular chin.

While she was still experiencing the unpleasant effects of her transformation, the cyan Pegasus also felt the muscles in her abdomen harden and the bones and insides shift around, pushing out to show off more of a six-pack, while her breasts also rescinded back into her chest, flattening from mammaries to abs.

And there was one more area that would be experiencing the rational changes from her unwise decision.

The rainbow-maned pony could feel her ass become firm and rounder, her hips widening out to the sides.

At the same time, her crotch began to sting and itch, feeling her snatch close up and something else forming down there.

It wasn't long before the last parts of her anatomy shifted, her vagina being replaced with a fully functioning stallionhood, along with two testicles forming underneath, her body starting to calm down, ceasing its pain and transforming.

After the transformation had ceased, the pony on the floor slowly got up, rubbing her head and checking the rest of her body, realising it wasn't just a nightmare.

She was a stallion.

Immediately, the first thing to hit the senses was the sight of his new, stronger arms, the biceps bulging out of them like a camel's hump, as well as the noticeable masculine scent of his own musk, wafting up his nose.

Then came the sense of touch, feeling his new and improved physique, and the new sensation of having a pair of balls hanging between his legs, which was something he never thought he'd be experiencing in his life, despite how wild it could be sometimes.

"Whoa..." His deeper and coarser voice announced, prompting him to quickly bring his fingers to his mouth in surprise at hearing what just came out. "W- What did I... Just take?"

This whole situation, whether for better or worse, definitely needed some answers. True, guys usually had a physical advantage over girls, so this would probably be good news for Rainbow's track record. But at the same time, she was awesome just the way she was, so why would she need to change for anything?

Now she REALLY had to find Twilight.

Bolting back the way he just came at a speed that easily exceeded his usual capacity, the Pegasus rushed out the nearest window he could find to escape from the royal confines in search of her all-knowing friend.

***

"Honestly, darling." Rarity scoffed, taking a second to shy her face away from her cowgirl companion's scent of sweat and labor. "I don't understand why you don't just show right away after you finish your chores.

Applejack, not any more pleased with the remark of her personal hygiene than she was with her friend's snootiness, responded with an exasperated sigh and a roll of the eyes. "Because, Rarity, hard work comes before gettin' gussy. Mah apples ain't gonna buck themselves, and the winter ain't that far away."

The Unicorn looked at her with an argumentative face.

"Yes, well, you still have a month or two left to go. Plenty of time to use a bit of soap, some shampoo, maybe some moisturiser and-"

Their argument was cut short by the sudden dropping of trainers on the ground in front of them, both mares' heads turning to look at whoever was now standing before them, prior to feeling their jaws drop at the strange sight.

It was a pony that they knew, no question about that, but the unexpected details that they saw about them threw them for a loop. The cyan blue coat, the rainbow hair and athletic attire all meant it could only be one person, but a significant change caught them both off-guard.

"Uh, hey girls..." The mare-turned-stallion greeted, nervously scratching the back of his head, giving them a sample of his new voice as well as his new look. "What's up?"

The pair of mares took a moment to gather themselves after the unexpected sight took them by surprise, before they found themselves able to speak once again.

"Rainbow Dash!?" Rarity began, looking up and down her friend's new body.

Not entirely in shock, though; the sight of a muscular stallion standing before her like this, and he wasn't that bad looking, all things considered-

'All things considered!?' Her mind suddenly snapped at her, bringing back a sense of rationality. 'That's your friend! And a mare!'

"What in the hay happened to ya!?" Applejack followed up, her voice expressing equal parts concern and curiosity.

The stallion, formerly the mare known as Rainbow Dash sighed, looking back at the two ponies.

"Long and short, I went to Twilight's castle, but she wasn't around, found something she made and- look, have you two seen her?" He asked frantically, already sounding fed up with their natural questions. "I have to talk to her!"

Both mares exchanged looks, and the country mare shrugged.

"Sorry, sugarcube. Last I've seen, Twilight's been pretty busy, but ah can't really say much beyond that." She answered, turning to the Unicorn besides her.

Despite her mind being conflicted about oogling and ignoring the changes that her friend had apparently been subjected to, Rarity was still able to acknowledge when she was being addressed.

"I, uh... Don't recall seeing her this morning." She mentioned, darting her eyes back up to look her friend in the face. "Perhaps we should wait for her? If nothing else, she's sure to return to the castle eventually, no?"

The cowpony nodded in agreement, a smile on her face.

"Right." Rainbow affirmed, beginning to head back towards the direction of the royal abode.

***

Once they had arrived, the three of them made themselves at home in the main room, the Cutie Map before them as they sat in each of their respective thrones.

Naturally, both girls still had a few questions for their transformed friend, which had been getting on the nerves of the victim of the stupid act.

"So, Rainbow..." Applejack began, a small smirk appearing on her face. "What's it like ta have a big, throbbing-"

"Okay, stop!" The cyan Pegasus interrupted, raising his hand, not even wanting to hear the rest of the sentence. "I didn't exactly ask for this, alright!?"

"We're only curious, darling." The prissy Unicorn followed up, her chin resting on her crossed fingers. "It's nt everyday such a strong, burly stallion graces us with his pressence, especially if he had a sizeable-"

*SLAM*

Her teasing was cut off when the stallion in question brought his hands down on the table, using the momentum to stand himself up.

"Alright, you wanna know about it!?" Rainbow asked, quickly reaching for his shorts in a crude manner, a wicked intention in his mind. "Then you asked for it!"

Both mares caught on to what he was about to do, but couldn't look away in time.

Sure enough, the stallion brought his pants down and whipped out the massive horse cock, letting it hang about in the air before it landed on the table as well.

It was about the size and shape they expected from a stallion of their friend's build, but what they didn't expect was the secondary sight that came with it.

They hadn't bedded too many guys in their lives, but both Applejack and Rarity were sure dicks weren't meant to be glowing in a purple hue like that.

But they didn't have any complaints about the fact that this one did. In fact, it was pretty hard for the them to look away from.

Their eyes began glowing the same kind of hue, and they couldn't tear their sight away from the  luminescent erection before them.

They weren't the only ones who were surprised; Rainbow had no idea about this either, but he didn't seemed as allured from the shining effect as his friends did.

In fact, he barely noticed it himself.

'Wow... This thing feels great! How come I didn't realise this sooner?' The cyan stallion thought to himself, beginning to slowly jerk his member off in his hands, feeling a warm and pleasurable tingling sensation throughout his shaft.

"Baaaahhhhh..." Both mares droned, watched his movements intently, which didn't go unnoticed by the stallion.

"Uh... You two okay?" He asked, tilting his head.

The pair of them nodded in unison, giving away the idea that they were entranced by his massive dong.

To be sure of this possibility, he moved it to the left, their eyes following it, then to the right with the same result.

A cocky smirk appeared on his face.

"Yeah... Okay." He began, bringing the shaft into his hand again as he started to think of some ideas. "Hmm... Start making out."

The order was quickly carried out, the Unicorn and country mare standing up from their thrones, moving their lips together and engaging in a tongue-driven lip lock.

To say he was surprised would be an understatement; this wasn't something he was expecting to see from his friends, especially ones that were such polar opposites like they were.

But he was still very eager to enjoy this unexpected display. He could only imagine that the Earth Pony's breath tasted like apples, and Rarity's was probably more akin to mint, from some kind of oral hygiene care.

"Ooohh..." Rainbow groaned, the erotic sight turning him on, as he began to stroke his shaft more and more. "Nice~ Alright, let's get naked."

Without missing a beat, both mares disrobed, stripping away their garments without any hestitation.

The Unicorn unbuttoned her shirt and unzipped her skirt, allowing both to fall from her body and leave her in her underwear, where the cowgirl lifted her western-style shirt over her head and undid her tight jeans, kicking her boots off to take them off completely.

"AJ, hold on!" The Pegasus commanded, getting an idea. "Turn around, then continue."

"Uh-huh..." She blankly murmured, complying with the command as she shuffled around to face away from her master.

It was for a good reason; there was no way he didn't want to see that gigantic posterior  bent over in its full glory.

Rarity may have had the biggest bust of the three, even when her new owner was still a mare, but her victory paled in comparison to how much bigger Applejack's hips were.

Easily dwarfing the size of her own head, those years of farmwork did wonders for the country lass, giving her an ass the size of a beach ball.

Sure enough, as soon as she bent down to take the jeans off her legs, her mammoth ass stuck out to him, as if inviting him to ravish it with reckless vigor. The freckles that decorated it were cute, which he could see through her cheap, plain panties.

As for Rarity, not that he was paying much mind to her, but her choice/taste in underwear was much more exquisite, looking much more expensive and costly. The lavish purple colors matched her mane and suited her body well, teasingly showing her hard nipples though the bra and a camel toe through the knickers.

It was all too much for him already, and he still had their nude bodies to go.

Without wasting another second, the Pegasus raced to get himself naked too, throwing off his clothes in record time.

Less than 5 seconds later, he was completely in the buff, even taking a moment to admire his own body and how much stronger he looked in is new skin.

He flexed his muscles, feeling the strength and power they exuded. His arms and chest were chiseled and well-toned, and his abs were clearly defined and prominent.

Not bad for a mare who was so fixated on speed, but then again, he wasn't exactly a mare anymore. Though it didn't matter now.

Following their master's example, the pair of mares began undoing their remaining clothing too, stripping down to get naked for him.

With panting breaths like a dog in heat, he watched on s they got down to nothing, the three of them as naked as the day they were born, and the one in control of them looking eager to get on with things.

"Damn, you girls are hot!" He announced, looking at them with an approving gaze, while also noticing their eyes still glowed the same purple hue. "Okay, AJ, you've been asking for this for a long time! Come here, big girl!"

With that, he pounced on the entranced cowgirl, grabbing her by the hips and aiming his shaft at her cunt, her enormous rear end facing him.

Applejack gave a small yelp at the sudden movement, but didn't resist or argue.

She couldn't, in any case.

"Ride 'em, cowgirl!" The horny stallion announced, thrusting his new toy inside the southern belle.

Her pussy was tight for how big her butt was, no doubt a result of her not being a slut, but that didn't make it any less pleasurable to stick his new dick into.

And, boy, was it satisfying!

"Mmmmff! Oh, yeah! Yeah!" He moaned, sliding himself inside her.

Her cunt squeezed and contracted his member, the pleasure shooting through him with every second he stayed inside her.

"Ahhhhhh... Oh, man... R- Rarity, come here." He panted, beckoning the other mare over with a finger.

"Yes, sir." She responded in a robotic tone, walking over to the two.

Rainbow grabbed her by the arm and pulled her close, bringing her face to face with him, before wrapping his arm around the back of her head and pulled her even closer to make out with her.

The Unicorn closed her eyes, letting him take control of the kiss, while Applejack was forced to endure the stallion's powerful thrusts inside her, his balls repeatedly smacking against her ass.

If this was what he had to look forward to, he would've wished he was born a stallion years ago.

Applejack had to rest her hands on the floor to steady herself, and she had some difficulty staying in position for her master, but it was nothing she couldn't handle.

'Ohhh... Oh, yeah...' The stallion thought, thrusting away inside her, his mind being overtaken by lust and pleasure.

After a few moments of this continuing, Rarity broke the kiss with her master and awaited her next instruction.

"Ahhhh... A- AJ... E- Eat Ra- Rarity's pu- pussy..." He commanded, continuing to hump away at the thirsty snatch.

The Unicorn moved in front of the cowgirl, swaying her hips as she walked, before her own cunt lips were met by Applejack's, who wasted on time in eating her out.

"Ohhh, yesssssss..." She purred, letting the sensations overtake her, while the other girl was being forced to keep her position with her pussy and ass at the mercy of her friend.

For the first time ever, but hopefully not the last, Rainbow felt a strange swelling in his balls, an instinctive sign that he knew something was ready to come out of them.

"Ahhh... Ahhh..." He maoned, raising a hand up and suddenly slapping one of his thiccer toy's buttcheeks, watching it wobble with delight. "Ahhh... Ahh... Ahhh... Here it comes!"

With a final thrust, he slammed his dick inside the pussy, his balls squeezing and pushing his cum out of them.

The warm fluid gushed inside her, coating her insides and filling her up with the sticky fluids, eliciting a few satisfied moans from the wide-hipped girl as well.

The result of his climax left both of them panting, but he wasn't done yet.

He needed more. He needed to have Equestria's fattest ass on his face, and this may have been his own chance.

Only a few moments later, he pulled out of the southern girl's snatch, hopping back to the table and lying on his back.

"Applejack..." He began, breathing heavily in both exhaustion and anticipation. "Get... Your fat butt... On my face... Now."

The cowgirl gave a simple nod and followed the command, backing up to him with her fat rear end sticking up high into the air.

As soon as it loomed over him, he knew he was goign to be in for them time of his life; it was like a beach ball with an extra pair of legs.

The freckles dotted her cheeks were so cute, and she was just begging for him to give it a spanking.

He'd be sure to deliver on that too, but for now he was about to have enough fun.

"Rarity, get here and ride me!" He quickly blurted out, before the bigger of the two slaves dropped her colossal arse down on his face, muffling him and letting him get very acquainted with her posterior.

'Woah! This is awesome!' The stallion mentally exclaimed, feeling her massive butt smother him, blocking his vision and nearly suffocating him.

Not that he would've minded if it did.

He was sure the others had said something, but he was too enraptured by the wonderful feeling of having his face covered by the excessive pair of cheeks and both the holes that occupied between them.

It was made all the better moments later, when he felt his still hard shaft getting introduced to a certain Unicorn's cunt.

"Mmmph... Mmmmmff..." He groaned, feeling her start bouncing up and down on him.

'YES! This is what I was made for!' He thought, the weight and size of Applejack's butt keeping him pinned down.

Even if he couldn't see what was happening up there, the feeling on his face and further down was more than enough to get him sent to a world of ecstasy.

He wanted to keep doing this forever, and was already wondering if Twilight could postpone turning him back, if only temporarily.

'I don't care what it takes. Just let me feel this again!' His mind begged, even as it was getting crushed by the titanic rear.

Oxygen was in short supply, and the little air available had the distinct smell of butt sweat, curtesy of the cowpony's anus, but that was nothign to complain about.

In fact, it was better than fresh air.

"Ahhh... Mmmph! Mmfff!" He moaned, feeling his cock getting squeezed and squished inside the tight cunt, the Unicorn's juices dribbling down his crotch.

With one of his new slave's ass on hi face and his other's twat engulfing his shaft, it wasn't going to be long for him to reach his second finish of the day.

"Ahhhh! Mmmph!" He muffled, his tongue lashing out and licking her anus.

It tasted about what he expected, but he didn't mind nor care; it was the only way to make this better.

Suddenly, Rarity's cunt began to tighten around his cock, indicating that she was ready to blow her load too.

With all things considered and how far away into euphoria he was, it was only a matter of seconds before he climaxed again.

"Ahhh! Mmmph... Ahhhhh! Hahhhhhh!"

The Pegasus came inside her too, the fluids spurting inside her and coating her walls.

He felt a wave of relief rush through his body, feeling the Unicorn hop off his cock, though his other toy didn't move from atop his face, leaving him to struggle for air down there.

That was fine. He was contempt with being down there for a bit longer. He didn't have the strength to try and get her off him, anyway.

But when he did, round three was going to be the best one yet.