Twi looked over, with slight concern at Rarity, through her black square rimmed glasses. Rarity herself, fumbled around with her fingers, hesitant to get things going.

“Are you sure this will be safe, darling?” She questioned, as she looked down her waist.

“Well, as far as magical calculations go, this can’t go wrong at all!” Twilight responded in her most confident voice. “But let’s not hesitate any further!” She stood up, as a magical aura, glowed vibrantly around her hands.

“Here we go!” Twilight waved her hands in the air, aiming one at Rarity, and one at herself. Two purple beams of magical energy, shot from both hands, and hit the girls right in their crotch areas. After a few seconds of glowing, and loud buzzing, things calmed down. For a while, both the girls stood in silence.

“Well, so much for thaaaaa-!” Rarity squeaked, as she felt a growth occurring. She looked down, and saw her skirt lift. Rarity’s panties were pushed down, as a huge horsecock, the same shade as her skin, continued to grow bigger thicker and longer, spilling out of her panties. Rarity kept her eyes on it, as it eventually stood fully erect. It was covered in thick long veins, from the base up to the medial ring, with some extending towards her flared head. Rarity felt weighed down by it, but she noticed something else heavy.

“Oooh, nice results!” Twi beamed, as she glared at Rarity’s new set of huge balls, rather massive in size. They stretched out Rarity’s panties, dangling out from them, and bulging out on either side. Rarity looked back at the wide flared tip, and realised it was drooling precum, which dribbled down her thick shaft.

“It’s all thick, and heavy, and it twitches!” Rarity stared at it curiously, then poked it with her finger. It bounced, and sent a shock of pleasure, crawling up the entirety of her horsecock. Rarity uttered a quiet moan, as more pre leaked. “How’s yours?” Rarity glanced over, eyeballing Twilight’s huge, veiny erect horse appendage also. She noticed it too was dripping precum everywhere.

“It feels great, I can see why boys love having a penis so much.” Twi touched her own, emitting a low moan from the pleasure. “Gosh, it’s so sensitive!” She continued to rub her hands all over it, feeling the contours of the rigid veins, brushing against her tiny palms. The resulting action, caused her to squirt a thick load of precum, right onto Rarity’s horsedick. Rarity touched the clear substance, and out of curiosity she tasted it. 

“That’s a rather odd taste, yet, somewhat arousing.” Rarity hadn’t noticed yet, but she too was stroking herself off. She stared at Twi’s horsecock as she did, as thoughts started to enter her mind. “I can’t stop staring at it, Twilight. The shape, the size, the oozing fluids, the angle it's pointing at, the vulgarity of it!” Rarity came closer, taking her own horsedick in hand, and started rubbing it up against Twi’s. The two of them moaned and shivered with pleasure, as their warm, thick horsecocks rubbed on each other, rewarding them both with intense flesh-on-flesh stimulation. They felt their massive pent up balls ache for release, as more pre drizzled down their glistening horsecocks, sandwiched close together and coated in clear fluids.

Twilight smiled, casting another spell, and this time a magical rope tied their cocks tight together. They continued rubbing up against each other, staring deep into each other's eyes with lustful intentions.

“Twilight, darling your cock feels magnificently warm and arousing! I can’t stop rubbing myself off on it!” Rarity chirped

“I have a better idea!” Twi snapped her fingers, and suddenly her shirt split open, as her bosom expanded. Her bra was next to snap, as her breasts grew huge, looming over both their dribbling horsecocks. Twilight generously buried the flared heads of their members between her breasts, and began rubbing them all around. 

“Oh! Yes darling! That feels amazing!” Rarity moaned, throwing her head back slightly. They continued shuffling their big throbbing cocks up and down, as Twi watched the heads bob, in and out of view between her big boobs, which were getting precum everywhere. The room now smelled of pre and sweat, as both the girls felt their bodies heating up excitedly. Rarity licked her lips, before opening her mouth, trying to speak words through her constant moaning. “T-twilight, your cock is so divine, I must simply suck it!” They slowed down, and Twi released the magic rope. They gave one last slow rub of their cocks, before Rarity got on her knees, flicking her hair back.

She stared with determination at the flared head, moving forward to lick the trail of precum, flowing from Twi’s thick tip. Rarity pressed her soft lips to the hot meat, and started sucking hard, drawing out more precum like lemonade through a straw. Rarity felt her senses light on fire, as the taste of semen hit her tongue. Her own horsecock throbbed, bobbing up and down beneath her skirt, as she licked the remains of precum from her lips. Next, she opened her mouth wide, and latched onto Twi’s bulky head. Rarity held the middle ring, and impressively managed to fit the tip inside her tiny mouth. 

She could feel her jaw stretch, but it didn’t discourage her. Rarity slowly started bobbing back and forth, trying to create some suction. Her little tongue rubbed hard, against the bottom of Twi’s meaty horsedick, giving her more pleasure than intended. Rarity felt a thick hard vein, throbbing intensely against her dainty tongue, almost throwing her off guard. Rarity continued to persevere, however, looking up at Twi with determination in her glinting eyes. Twilight bit her lip softly, as she felt her sensitive big tip, being serviced professionally by Rarity’s skillful mouth. She’d gotten into a stable rhythm now, bobbing her head back and forth a little faster.

Rarity closed her eyes and hummed, becoming slowly intoxicated by the strong smell of precum, and Twi’s huge sweaty balls. The overall musk, made her huge horsecock throb ever harder, ejecting even more precum into a puddle below. Rarity’s thick wet lips, popped loudly off the massive head of Twi’s horsedick, and she licked them clean once again. Rarity sighed, and squeezed hard with her hands, feeling Twi’s hard veiny horsedick jump up excitedly.

“Oh these balls, I simply must!” Rarity dived nose-first into Twi’s ballsack, and took a deep long sniff. Twi’s powerful intoxicating musk, sent Rarity’s senses into overdrive. She opened her mouth wide, trying to fit as much of Twi’s left nut in there as she could. “They’re so huge, and heavy!” Twi gasped, and felt more pre leaking, as Rarity sucked on her huge ball, tugging it a little, as her tongue stroked the smooth skin. Rarity’s face was buried deep in her nutsack, and she was already stroking herself off again.

“R-Rarity, you’re going to make me-”

“Cum? Why yes darling, I’d love to make you!” Rarity removed her top, and her bra. setting her large breasts free. She mashed them around Twi’s horsecock, giving them a big squeeze, as she started massaging her thick horsedick with them. Rarity swallowed Twilight’s whole tip again, feeling it throb and thrust in her mouth. 

“Oh gosh, I wonder what it’s going to feel like, cumming from a cock? Well I’m about to find out!” Rarity went faster, feeling her own horsecock bounce and throb below. She massaged Twi’s right nut, with her free hand, and soon enough she could feel Twi’s horsedick pulsate intensely. “Ahh, Rarity I’m cumming, oh gosh!” That was Rarity’s cue, for her mouth to pop off Twi’s dick, and watch her shoot a thick stream of seed skyward.

Twilight continued to moan, feeling a constant wave of cum, erupting from the tip of her horsecock.

“Ahhh, ahhhh, I can’t stop!” Twi panted and moaned, feeling her cock throb vigorously, as she held it pointing upwards with both hands. “It feels so good, cumming from a cock is, amazing!” Within seconds, the ground around them, was doused in gooey thick cum as Twi continued cumming rapidly. Rarity seized Twi’s fat horsecock, aiming the tip at her face. It didn’t take long, for Rarity’s glasses and lips, to get drenched entirely in cum. 

She aimed the rest at her big tits, feeling the powerful pulsating sensations in Twi’s horsedick, slowly come to a eventual halt. The last rope of thick cum, landed on Rarity’s caked face. She licked her lips, filling her mouth with generous helpings, of Twilight’s hot gooey seed.

Twilight gasped loudly, trying to catch her breath, from her exhilarating orgasm.

“I-I felt everything, all the cum shooting out my penis, the intense throbbing, the muscle spasms, my testicles being relieved. Incredible! Who knew male orgasms could feel so good, and so, satisfying?” 

“And messy!” Rarity giggled, swallowing more thick cum, as she cleaned her painted face. She leaned forwards, latching hungrily onto Twi’s cock again. Twilight felt the rest of her load, being sucked right out of her, into Rarity’s wanting mouth. Once they cleaned up, Rarity stood and seized Twi’s hand. “On the bed, now!” Twi blushed, and followed Rarity’s lead. She lay her down on the bed, with her butt jutting out over the edge.

“My, my, darling you’re hard again already!” Rarity grinned, as she squeezed Twi’s erect cock hard, causing her to moan.

“I-it’s the effects of the spell, I might have turned up the hormonal side of things a little.” She moaned again, as Rarity stroked her off slowly.

“What is it that’s just so, ravishing about this huge appendage?” Rarity’s hands slid all the way down Twi’s thick shaft, stopping to cup and squeeze her tennis sized balls.

“W-what now, Rarity?” Twi questioned, making Rarity push her hands down on Twi’s boobs.

“Why, it’s going up your ass, darling!” She grinned, and took hold of her own bulging cock. Soon Twi could feel something very hot, prodding at her tightened butthole. “That’s no good, darling. You need to loosen up!” Rarity started masturbating Twi’s long pole again, coaxing more precum from her tip. She got a pool of it in her hands, then massaged it all around her thick penis, lubing it up.

“J-just be gentle!” Twi begged, as Rarity came close again. This time, she felt Twilight’s butthole relax, and when her cue came, she pushed in slowly.

“The head is so big, I’m not sure it’ll fit, but perserverance, darling!” Rarity pushed in more, and eventually she felt a slippery sliding sensation, as Twi’s asshole gave way to her flared, throbbing head. Twilight grunted a little, from feeling Rarity’s horse appendage penetrate slowly. “It already feels fabulous!” Rarity squeezed her horsecock from the base, continuing to push herself, inside Twi’s tight resisting butthole. She eventually had to stop at the medial ring, seeing slight discomfort in Twi’s eyes.

“Are you quite alright, darling?” Rarity spoke, holding Twi’s cock out of the way to see her face.

“I-it feels weird in there, definitely a lot bigger than what I’m used to!” Rarity could feel the warmth, wrapping around her horsecock, like a cosy hot blanket. Unable to resist the tightness, she began moving her hips back and forth.

“Oh gosh, darling, you’re as tight as the stitching on my gala dress!” Rarity pulled out to the tip, feeling herself glide in this time, with a satisfied moan passing her ‘o’ shaped lips. Soon enough, Twi could feel herself tensing up, as powerful contractions coursed through her body.

“I-it’s definitely better than my toy!” Twilight moaned. “Deeper, get it all in!” Rarity grinned again, this time feeling her solid medial ring, squeeze narrowly inside Twi’s spread asshole. Rarity felt herself hilting deep inside, and Twi’s huge balls were pushed up against Rarity’s waist. Rarity began jerking Twi off again, using the excess precum as lube.

“This is so much fun. Ooo! I can’t wait to make this baby go boom!” Rarity exclaimed excitedly, as her smooth skinned hands, glided up with Twi’s twitching cock in between them. Rarity began thrusting faster, and soon enough she went harder. The room echoed with meaty slaps, as Twi’s soft butt took the heavy impact, of Rarity’s energetic and enthusiastic thrusting.

“Oh my stars, so tight. I can feel it throbbing inside you, darling. It feels so good, my big horse penis feels divine!” Twi’s huge tits bounced in rhythm with Rarity’s ecstatic thrusting. She grunted loudly, as she made sure to thrust extra hard, as her cock went balls deep. Rarity leaned forward, pressing her soft lips up against Twilight’s, in a passionate, slow wet kiss. Their tongues soon touched, slowly mixing in each other's mouths, as they moaned in unison with each other. Rarity felt Twi’s massive precum slicked cock, twitching vigorously against her chest, as their nipples brushed up against each other adding more pleasure.

“Rarity, fuck me!” Twi moaned again, as her enthusiastic, well hung partner sped up. Rarity seized Twi’s slim waist with both hands, leaning over to gain more control and power. She glared at Twi’s huge jiggling tits, becoming mesmerised by her hard nipples making circles in the air.

“Twilight, oh gosh, I can’t stop. Pardon my french, darling, but fucking your derriere feels delightful!” Twilight curled her toes, and her twitching horsecock dribbled more pre, as another moan escaped her lips.

“Wait, let’s not finish like this! I have another idea.” Rarity slowly but surely pulled out, and there was a loud pop, as her tip squeezed out of Twi’s butthole, which was left gaping wide glistening with precum. Twilight got up, and turned around, presenting her ass to Rarity. She bent over this time, but before Rarity had a chance to grab on, Twi’s hand glowed again. Rarity’s smile grew wider and wider, as she watched Twi’s thighs growing rounder and plumper, and her ass even thicker. “I knew this spell would come in handy!” Twilight chirped, as her rump grew over twice its original size. Twi gave a little shake, making her bubble butt dance before Rarity’s eyes, arousing her even more.

Rarity excitedly squeezed Twi’s soft, plump buttocks, feeling her hands sink all the way in. She groped as much flesh, as her dainty hands could handle, feeling them get lost deep in Twi’s ample butt fat.

“Soft like silk.” Rarity beamed. “Now gimme!” She pulled Twi’s butt closer, and her erect cock pointed right at its target. With Twi fully loosened up, and lubed, Rarity felt no resistance penetrating her again. She squealed with sheer delight, when she felt Twi’s soft, fat bubble butt give in to her waist. “Oooo, delightful!” Rarity chirped as she started thrusting again. This time, Twi’s fat butt jiggled, as Rarity’s waist rammed into it. Rarity’s tongue lolled out, as she thrusted her way to true paradise. She held Twi’s tiny waist again, panting loudly, as Twi felt her rear end being repeatedly rocked back and forth.

Twi’s own veiny horsecock bobbed up and down, pumping out more precum. Rarity cast a spell of her own, and a glowing magical blue cylinder, wrapped itself tight around Twi’s collosal horse member. Twi felt double the intense pleasure, as Rarity’s magical fleshlight milked her throbbing, drooling cock. The sensation of being rammed by Rarity’s huge horse dong, was sending Twilight way over the moon.

“Oh gosh, my books didn’t tell me it’d be this good!” Twi moaned loudly, using the bed for support. Rarity leaned forwards again, seizing Twi’s large soft breasts in her hands. She milked her partner like a cow, and soon enough, Twi started lactating making milk gush everywhere. “Ahh, my breasts! It’s too much!” Twilight moaned louder, feeling her erect nipples buzz wildly. Rarity herself felt a strong tingling sensation, causing her to bite her plump lip hard.

“Oh heavens yes, I’m going to cum again! I’m going to cum right inside Twilight!” Twilight could hear Rarity’s moans up close, with her bent right over her back. The two girls moaned in unison, and eventually Twi gave in first. She felt her legs go weak, as a torrent of cum came gushing wildly, from her pulsating horsecock. It twitched furiously, spraying cum all over the wall, and bedsheets. She began lactating faster, adding to the mess on the bed, as milk gushed out everywhere. Rarity’s eyes rolled back into her skull, as she stood straight, whilst pushing her cock deep inside Twilight’s stretched butthole. Within seconds, cum was dribbling down Twilight’s thighs, as her stomach started to expand, full to the brim with thick gooey cum.

“Yes! Oh my stars!” Rarity panted. She pulled out hastily, watching her horsedick bob up and down out of control, whilst it sprayed a huge warm load everywhere. Rarity’s thick horse cum gushed from Twilight’s asshole, adding to the mess on the bed. The girls continued cumming buckets, whilst Rarity used her magic, to milk all the seed out of Twilight’s massive balls. Rarity could feel her own pair starting to get lighter, and eventually the last few spurts flew from her dick onto Twi’s back. Twilight herself had stopped, eventually running dry. The two girls simply collapsed on the bed, exhausted, and catching their breath.

“My my, what a treat!” Rarity heaved a heavy sigh, sliding her hands under Twilight’s chest, to massage her big milk sodden boobs. She nuzzled Twi’s cheek, giving her huge breasts a squeeze.

“It’ll be a short while until the spell wears off.” Twilight commented, enjoying Rarity’s gentle embrace, after having her butthole ravaged by Rarity’s magical horse dong. “But let’s get some rest. I need to recharge after that.” Rarity acknowledged with a kiss to Twi’s cheek, and they got into a more comfortable position on the bed.