Chapter 1

"Twilight, are you sure about this?" The baby dragon asked nervously. "You know I don't doubt you and all, but couldn't someone else be the test subject, just this once?"

"Hush Spike, we have to concentrate." Twilight Sparkle's body tensed. The newly ascended princess focused the forces within her body, and her horn began to glow.

She lowered her head and moaned softly. The Alicorn spread her four legs, hooves digging into the rich warm soil as she braced herself against the magical flux pulsating within her. With a sudden rush, her body was overcome with the magical release. Her friend Rarity had a hint of this feeling, but since Twilight's special talent was magic itself, she felt it to a far greater extent. As a rule, Unicorns never spoke of this secret little side effect of magic usage. They preferred to keep the slightly embarrassing benefit to themselves.

Twilight let out a shuddering gasp as her body calmed. This time was more intense than even that first time she had teleported. It came very close to the feelings she experienced while thinking of that Palace guard Flash Sentry, or Applejack's strong and quiet brother, Big Macintosh. Well, not just thinking. Those special times often involved clutching a pillow tightly between her hind legs and sort of humping and writhing against her bed until she nearly passed out from the secret pleasures of the night.

Spike saw the light of the magical discharge through tightly closed eyes. He waited a bit before opening them. He patted down his body and let out a relieved sigh. The dragon tried to hide his grin of pure relief. "Oh, I'm sorry Twilight. Your new temporal spell didn't work." He sighed. "Not that I would have minded, but it would have been nice to see me and Rarity married five years in the future."

Twilight felt really strange. There was an odd tightness under her belly. Her number one assistant's romantic fantasy fell on deaf ears. "Spike?" she whispered. "I, I think it might have worked. Just not quite the way I imagined. Instead of sending you five years into the future, I think I matured my body five years!"

"Five years? Are you sure?"

"Yes! Once a Unicorn grows wings and becomes a princess, it takes an additional five years for certain "other" changes to become apparent. I didn't get any of the warning signs! I skipped right over them!" She took a deep breath, trying to calm down. "Tell me Spike, do, do I look any, uh, different? Look EVERYWHERE!"

Spike inspected his friend carefully. "No, you look the same to me." As he walked around Twilight, his eyes opened wide and nearly popped right out of his head as he gazed in shock at what was quivering under her belly. "Holy guacamole, Twilight, you're a stallion now!"

"No I'm not, Spike! I, I'm a hermaphrodite! I'm still a filly, that, that's just extra! It's a very rare but natural occurrence with Alicorns. It happens to a lesser extent with regular Pegasi too." She grinned manically. "I really should write princess Celestia a report on Pegasi Population Pressure and the Permanent Placement of Penile Protuberances when the baseline male population drops too low."

"Twilight, you have to calm down!"

The princess sobbed. "Oh Spike, I didn't want this! When I noticed the warning signs, I planned on magically suppressing the member to prevent it from growing and maturing. That way I would remain a normal filly. It's a very simple spell. That's what Cadence used so my BBBFF wouldn't get a big scary surprise on their wedding night!"

Spike scratched his head. "Twilight, um, is that why there's no, uh, boy Alicorns?"

"I don't know! Princess Celestia told me that she and Luna were born Alicorns, but once a regular Unicorn's magic becomes sufficiently powerful, she can become one too. It happens so rarely, that this is the first time in recorded Pony History that there are four princesses living at once! There are four of us now, and no males!"

Spike thought a moment and giggled. "When a Unicorn's magic becomes sufficiently powerful? I bet the Great and Powerful Trixie is really annoyed."

"SPIKE!"

"Twilight, I thought Big Macintosh was, um, big, but you have him beat."

"Spike, that's not helping!" She blinked "Hey, how would you know that?"

"I was walking passed the schoolhouse last Saturday, when I saw Big Macintosh duck in sort of sneakily. School's closed on Saturday, so I was real curious. I kinda accidentally climbed up and looked in a window. He was, uh, visiting with Miss Cheerilee, and they weren't exactly bucking apples. I mean really, they were doing it right there in the classroom! I thought ponies only did "that" in barns and bedrooms. Why would Miss Cheerilee want to do stuff like that the room she teaches in?" Spike shook his head. The baby dragon was obviously puzzled. "She kept yelling "Give the teacher an Apple!" at him the whole time too, for some reason."

"Spike, don't talk like that!" Twilight tried to keep any thoughts of fillies and stallions alone together out of her mind. Instead she concentrated on scary things like snakes, and being tardy. She sighed heavily when the unwanted addition finally retreated back into her body. "Thank goodness for that!" she said in relief.

"Twilight, you cured yourself, and I didn't even see you use magic!"

"It's not a cure, Spike. I can just control it. As with stallions, when I'm flaccid the, um, member retreats into my body."

"Can you cure it? Maybe you can just roll time back five years so you can be ready and stop it when it happens again."

She shook her head, mane flying about her face. "I'd have to create another new spell, and that one sure didn't work the way I had planned! Temporal tampering is just too risky! Remember last time? Myself almost drove myself insane with that next Tuesday business! I better leave well enough alone."

A wildly galloping Earth pony with an hourglass cutie mark paused in his mad rush to stare at Twilight. "Temporal tampering is not something to be taken lightly!" he scolded.

A grey Pegasus pony swooped down and made a landing, miraculously managing to avoid crashing into anypony ... For once. "Doctor, I thought we had to hurry! You said those Cyber-pony thingies on the moon mean business!"

"Yes, yes, you're quite right Derpy!" He took a deep breath. "Remember; leave temporal alterations to the experts!" With a cry of "Allons-y!" he reared up and pawed at the air with his front hooves before galloping away at full speed. Derpy flew above him, in the odd corkscrew manner that her many friends in Ponyville had grown accustomed to.

"What was that about?" Spike said as he watched the duo race towards a blue box standing alone at the other side of the village common.

"Never mind them!" Twilight sighed. "What am I going to do? I can't let my friends know about this. It's bad enough that they have to get used to me being a princess!"

"Know about what?" Rainbow Dash landed gracefully beside Twilight. "What's up, your royal princess-a-tude?"

"Rainbow, I said don't call me princess!" The Alicorn shouted, desperately trying to divert the conversation back to safer grounds. "You know I'm still just me!"

"I was just kidding, Twilight. Are you ready for that flying lesson we talked about?"

"Hey, wasn't there a blue box over there before?" Spike asked when he next looked toward where Derpy and her friend had been heading. "Oh well. Twilight, I'll go do the shopping while you get in some flight time. We're dangerously low on ink, you know, and we're down to the last dozen quills."

Twilight felt her nervousness grow as Spike scampered off. "Sure. A flying lesson sounds nice."

"Just relax Twilight. We won't go too high today. Now watch me."

Twilight watched. Rainbow's wings extended, and give a couple of leisurely flaps. The powerful muscles moved under Rainbow's coat with a slow ease that only hinted at their immense strength. For some reason the sight really captured the Alicorn's attention. Sure, she always knew Rainbow was lovely, but somehow things were different now. The way that sleek body moved as the rainbow tailed filly effortlessly lifted into the air made her heart pound.

"Oh no." Twilight whispered as her own wings began spreading without conscience effort on her part. In seconds they were extended their full span as she stared up at her hovering friend. "Not now! Please, not now!" She hissed. Twilight was humiliated to experience her very first "wing-boner" right where Rainbow Dash was sure to notice! Worse yet, she felt that weird tension beginning to grow in her neither regions again. Her brand new penis was extending and growing hard once more! Thank goodness Rainbow couldn't see it from her vantage point up above!

"That's it Twilight! Spread those wings! Grab you some air and take off!"

Was Rainbow toying with her? Twilight thought. Or did she really not notice the major sign of Pegasi arousal? No, this was a flight lesson. She was supposed to extend her wings. Besides, the weather pony couldn't possibly see the throbbing member from her aerial vantage point. "Y-Yes, okay Rainbow, here goes!" Muscles bunched and flexed powerfully, and the Alicorn's hooves left the ground as her wings bit the air. She had been more than a little afraid to try her wings again, but somehow flying now felt much easier!

Her first attempt, when she had boldly flown from Canterlot Castle just after her ascension and coronation procession, had almost been her last. Just as she proclaimed to all of Equestria "Yes, everything is going to be just fine!" she discovered that this might not be the case. Turning to return to the castle in joyful triumph, she came to realize her muscles were getting seriously tired. She'd never make it back to the balcony!

Panicking, the newly crowned princess faltered and began the long plummet to the ground below. Thank goodness the ever vigilant Wonderbolts had caught her! Spitfire still gently teased by announcing that everything was just fine, when she was assured that no ears but Twilight's would hear.

"You're doin' great, Twilight!" Rainbow called encouragingly, snapping her pupil back to the present. "See, I told you flying would be easy-peasy for somepony with your wingspan!"

Twilight didn't answer. She was just too distracted. Rainbow typically flew with her legs trailing behind her trim body. As the wind of their passage through the air whipped the multi-hued tail around, the princess caught tantalizing glimpses between her friend's hind legs. It was glorious! Twilight's wings worked even harder, bringing her closer to the Pegasus.

Looking back, Rainbow laughed. "Lookin' good, Princess!" she proclaimed with a snicker. "Why, I think you could even beat me!" She poured on the speed, leaving Twilight behind. "First one to that cloud that looks like a tortoise gets to make the loser do whatever she wants!"

The wind blowing over her quivering penis sent shivers of delight through Twilight's body. It wasn't enough though! She wanted more! "Anything?" she yelled, wings working harder. "Do you promise?"

"Heck, I'll do better than that. I'll Pinkie swear!" Rolling over onto her back, Rainbow slowed to let Twilight gain a little. It wouldn't due to have her lose all hope of winning ... Yet! She couldn't wait to see the princess try and eat one of Pinkie's experimental red-hot pepper chimicherrychangas "Cross my heart and hope to fly, stick a cupcake in my eye!"

"Thank you Rainbow, you don't know what that means to me!" Twilight called as she tore through the air.

Eyes wide, Rainbow watched as Twilight gained on her, just a touch too fast for comfort. "Oops, gotta move!" she laughed, as she easily out distanced the novice flyer.

"Oh no you don't, Rainbow!" Twilight said softly, as her horn began to glow.

The leading Pegasus felt a rather painful tug on her tail. "Hey, what are you doing?" she cried, as her speed dropped off drastically. "Magic isn't fair!"

"You never said I couldn't use a spell." Twilight said, as the power within her began to reel the two flyers closer together. The added stimulation made it harder to think straight, but the princess knew one very important thing. "I need to win, Rainbow! I really truly need it!"

Looking back, Rainbow saw a look in Twilight's eye, which if in a stallion's, would cause any maiden filly to head for the hills if she were in heat! "Twilight, what's going on?" she cried. Her wings became a blur as she tried to break free. Something was sort of bobbling under Twilight's body. "Is that what I think it is?"

As Twilight slowly grew closer, the turbulent air brought Rainbow's scent to her flaring nostrils. Oh sweet Celestia, Rainbow was going into her season. The beautiful mare was in heat! "You Pinkie swore!" she cried, as she drew them closer towards each other. "When I win you have to do what I say!"

"Oh horse apples!" Rainbow gasped as she fought the painful drag of magic gripping her tail. "I gotta get away!"

Twilight was desperate. She had to get to the tortoise cloud first! A stray thought entered her rather cloudy mind. What would Daring Do, do? She'd crack the whip! Twilight lowered her head, and then snapped it upward with a powerful jerk of her neck muscles.

Hooves just inches from the cloud and safety, Rainbow let out a wail as she was suddenly yanked upwards. "Let go of my tail!" she cried as she flipped backward, sailing over Twilight while on her back.

It wasn't the best thought out plan, but it worked. Twilight made an extremely clumsy and backward landing, but she made it. "I won! I won!" she cried happily, hopping up and down on the cloud. "Yes, yes, yes, yes!"

"No, no, no, no!" Rainbow muttered, as she tried swimming through the sky with all four legs as her wings uselessly beat the air. Twilight still had her held fast! "You're kidding, right?" she asked hopefully as she slowly but surely backed up to the cloud and the still hopping princess. The frantic weather pony got a very good look at the massive member bouncing and slapping against the princess's tummy. "Twilight, keep that thing away from me!"

A few more kicks from Twilight's jumping reduced the small cloud to a burst of water vapor. Wings flapping almost idly, the princess let the struggling weather pony tow her along. "It's not a thing, Rainbow Dash. It's just a part of me now."

Sweat matted her mane as Rainbow continued trying to escape. "Twilight, you can't!" she shouted as she strained. "I, um, not even with Soarin. I, I'm waitin' for marriage! He respects that!"

"Rainbow, aren't we friends?"

"Of course we are, Twilight!" Legs flailing and wings beating faster than her heart, Rainbow wasn't making any headway. The magic had her tethered firmly to the Alicorn, and the distance between them was growing shorter! "Friends don't mate with friends!"

"Who else should friends mate with?" Twilight stared at her friend, and for some reason couldn't help swiping her tongue over her lips. The scent of clean pony sweat mingled with Rainbow's heat, and it was driving her crazy! She drew closer and closer, eyes riveted between those strong athletic hind legs. A couple of feet soon became a couple of inches, and then...

Rainbow squealed. "Twilight, don't do that!" A broad tongue swiped over her most secret self, and the weather pony mewled helplessly in the grip of Twilight's magic.

Chapter 2 »