Rainbow Dash yawned, she was rather bored today, no clouds were in the sky and all her friends seemed busy too, Fluttershy was tending to her animals, Rarity was making a line of new dresses like she always was.

Applejack was working on her farm like always and Pinkie was...well Pinkie, the only one not busy was her egghead friend Twilight Sparkle, maybe she could visit her and hope she has something to do.

Rainbow Dash flew over to Twilight's house and knocked on the door, she waited for her friend to answer but she didn't come to the door. "Where is she?"

Rainbow Dash pushed the door open which she was surprised that it was open. "Hey Twilight, you in here?"

Twilight was sitting at her library reading a book, she was busy taking notes as she read to notice her.

"Hey Twilight!?" Rainbow Dash yelled making the purple mare jump.

"WHA?!" Twilight dropped her book and put a hoof on her chest breathing heavy. "Jeez Rainbow Dash, you startled me!"

"Haha, sorry Twilight, didn't mean to scare you" Rainbow Dash laughed a bit and looked at the book she was reading. "What's got you so distracted?"

Twilight blushed and closed the book before Rainbow Dash could read any of it. "Nothing! No reason!"

"Oh come on show me" Rainbow Dash quickly moved and grabbed to book from her.

"Hey, no, please don't!" Twilight tried to take it back but Rainbow Dash opened it and saw the title.

"Midnight Heart's lingerie sleepover?" Rainbow Dash read out load. "Twilight...this is mare porn.."

Rainbow Dash looked at her confused, she knew about this mare named Midnight Heart, she was a highly well known in the adult world. "You read adult books Twilight!?"

"I...uh...I..." Twilight's face turned red. "I know it's wrong..but I like it..."

"Wow, I never took you for that kinda thing" Rainbow Dash said honestly surprised. "And into mare's too?"

"It's not just mare's.." Twilight kicked her hoof a bit.

"So you're into.." Rainbow Dash gasped. "You're a bi pony!?"

Twilight was really embarrassed now, she never thought any pony would find out. "I...I can't help it..when I found this book I just got so into it.."

"Hey it's cool Twilight, no reason to be ashamed of it" Rainbow Dash put a hoof on her she shoulder. "Everypony has something their attracted too"

Twilight looked at her and frowned a bit. "Really? You're not freaked out about it?"

"Why would I be freaked out silly? Rainbow Dash said and smiled at her. "You're not strange for liking both genders Twilight"

"Thanks Rainbow Dash.." Twilight smiled now herself and hugged her. "You're a true friend"

"Hey now, no need for hugs" Rainbow Dash blushed a bit. "So when did you start getting into sex?"

"A few months ago actually, it's only a couple weeks ago that I started looking at mare's, however.." Twilight said and got a look in her eye. "There is something else I like even more"

"Oh yeah, what?" Rainbow Dash asked not realizing her strange look.

"Do you really want to know?" Twilight asked as her horn started to glow.

"Sure, what is it?" Rainbow Dash asked.

"Then I'll show you" Twilight said as her horn glowed brightly and suddenly hit Rainbow Dash with a bright light.

"Wha!?" Rainbow Dash closed her eyes getting blind for a few seconds. "Twilight!?"

Twilight's horn stops glowing after a bit and Rainbow Dash opened her eyes. "How do you feel?"

Rainbow Dash shock her head and looked around herself. "What spell was that? I don't feel any different"

"It's a fun new spell I learned from a Midnight Heart book" Twilight said. "Let's see if it worked?"

Twilight lifted Rainbow Dash's back leg and peaked under. "Hello!"

"Huh?" Rainbow Dash looked down and saw a big stallion cock between her legs. "What did you do!?"

Twilight jumped for joy a bit. "It worked!"

"I...I'm a stallion?!" Rainbow Dash was freaking out now. "I thought you couldn't do that kind of magic!"

"Oh you're not a stallion Rainbow Dash, You're a..uh..I don't remember what their called but you're a mare with a stallion's member" Twilight explained.

"You gave me a cock!? Why would you do that!?" Rainbow Dash asked annoyed. "I can't walk around with this big thing between my legs!"

"Oh relax Rainbow Dash, you're fine, but do you feel anything different?" Twilight asked.

"Well no, other then freaking out" Rainbow Dash said.

"Strange" Twilight turned around and looked at her book again. "You should feel an attraction to mare's and have a sexual need to mate"

Rainbow Dash then noticed that Twilight's plot was raised in the air as she was reading and she felt something between her legs get hard making her look down and saw her new organ was growing at the sight of Twilight. "Oh boy..."

"Did I cast the spell wrong?" Twilight asked herself. "Darn, I thought I had it"

Rainbow Dash gulped as her wings flapped a little, she had no idea what she was feeling right now, but she was feeling strange and hot all at the same time, she watched her plot move and felt herself getting harder. "What is wrong with me?"

Twilight sighed and turned back to Rainbow Dash. "Well we can try again"

"Uhh.." Rainbow Dash looked over her body, she never realized how attractive Twilight was before, for an egghead she was quite beautiful.

"Are you ready?" Twilight readied her horn again.

Rainbow Dash suddenly kissed Twilight without warning.

"Mmmm?!" Twilight looked at her confused and noticed the long cock between Rainbow Dash's legs, she couldn't help but giggle inside, knowing her magic worked.

"Mmmm!" Rainbow Dash kissed her more and wrapped a hoof around her.

Twilight was obviously enjoying herself as Rainbow Dash kissed her, Rainbow Dash felt herself getting hotter, like a need for Twilight just raised inside her, she broke the kiss and felt her cock pulse with eagerness.

"Let me play with you" Twilight said as she went under her and got a good look at her cock.

"Whoa, Twilight...I" Rainbow Dash blushed and suddenly felt Twilight's tongue caress her length, making her gasp a little. *Gasp*

Twilight licked her cock gently making Rainbow Dash lean back on her back legs so Twilight could get her full cock, and Twilight grinned as she opened her mouth and went down on her cock, and she started to suck on her big cock. "Mmm!"

"Oh...how does this feel so...good?" Rainbow Dash asked herself as surges of pleasure went through her body. "Ahhh!"

Twilight liked hearing her friend moan from the pleasure, so she sucked on her cock a bit faster now. "Mmmm!"

"Ahhh! Oh Twilight..." Rainbow Dash put a hoof on Twilight's head as she felt more pleasure. "It feels so good"

Twilight bobbed her head sucking her hard cock gently, she stopped and moved her tongue along her sensitive tip, she moved her tongue in circular motions on her tip like she was an expect, she looked at Rainbow Dash to see if she was enjoying it as she worked.

Rainbow Dash felt like she was in heaven, she had never had any sexual experience before in her life, she felt hot all over and her tongue was sticking out in ecstasy, Rainbow Dash stroked Twilight's mane as she felt each stroke of Twilight's tongue. "Oh that tongue!"

Twilight took her cock back into her mouth and sucked on her shaft again, she bobbed her head and Rainbow Dash grind her teeth and gasped again, Twilight's wet mouth made Rainbow Dash go crazy, she felt a tight pressure build up in her crotch.

"What's this feeling!?" Rainbow Dash wasn't sure what was going on with her body, but she was feeling too good to care. "Don't stop!"

Twilight enjoyed Rainbow Dash's moans and screams of delight, she sucked harder as Rainbow Dash twitched and flapped her wings a bit faster, Twilight kept sucking her cock and enjoying the taste of her friend.

Rainbow Dash felt more pressure build up and grunted heavily. "Ahhh!"

Twilight bobbed her head faster on her cock as her tongue felt her shaft all around in her mouth, she could tell Rainbow Dash was holding back her release, and she liked how Rainbow Dash was starting to get into it, her experiment was coming along nicely.

"Oh Celestia!" Rainbow Dash felt even more pressure build up, she couldn't think as everything seemed white, her mind was everywhere and she was in bliss, Rainbow Dash felt every inch of her tongue around her new rod, she didn't want the pleasure to end. "Ahhh! More Twilight! MORE!"

Rainbow Dash grabbed Twilight's head and pulled her down forcing her to deep throat her cock, Twilight gagged as she wasn't ready to take in that much. "Mmm!" *Gag* Twilight tried to pull back but couldn't as Rainbow Dash held her head down there.

Rainbow Dash felt her cock twitch as she felt Twilight's throat with every inch. "AHHH! YES!"

"MMM!" Twilight choked on her cock as she couldn't breath, she had never done anything like this before, it hurt her throat as Rainbow Dash's cock rubbed it raw, she gagged and choked as Rainbow Dash went faster, each thrust leaking some pre-cum. "MMM!"

"AHH! Take it all in!" Rainbow Dash thrust her cock in and out of her throat, she was ready to blow any minute, but she didn't want the pleasure to stop, her hips picked up the pace making Twilight's vision start to blur.

"I'M GOING TO-AHHHHHHHHH!" Rainbow Dash couldn't hold back any longer and thrust as deep as she could into Twilight's throat and unloaded her spunk in ropes straight down Twilight's throat forcing her to swallow her white seed. "Oh Celestia...that was good.."

"MMMMMMMM!" Twilight didn't intend to swallow but with her cock was so far into her throat she couldn't help it, it tasted salty but it was actually rather good to taste, but she was still choking.

"Oh flank, sorry Twilight!" Rainbow Dash said as she pulled out her cock from her mouth giving her room to breath. "Are you okay!? I kinda lost it there"

Twilight coughed and some of Rainbow's cum spilled out of her lips and her throat was sore making her voice hurt. "It's...okay..."

"What happened to me? I just lost control" Rainbow Dash asked confused.

Twilight's horn glowed and some medicine floated over to her and she swallowed it, hoping it would help her throat. "It's like I said before...you're sex drive is increased.."

"You sure you're okay? You don't sound so good" Rainbow Dash asked concerned.

"Don't worry, I'm just not...used to that..it was my first time...after all" Twilight said with a quiet tone.

"Well okay then" Rainbow Dash said with a smile. "But I have to say Twilight, for an egghead you sure know how to use that tongue"

Twilight blushed at her compliment. "Well I read a book about it"

"Haha, nice, but uh..can you change me back now? I'd like to be a full mare again" Rainbow Dash said as she looked at her crotch.

"Uh oh..." Twilight sweated a bit now.

"Uh oh? What's uh oh!?" Rainbow Dash looked back at Twilight. "You can fix me right!?"

"Actually...I don't know the counter spell..if there is one" Twilight scratch her head thinking. "I didn't even think about that...you're going to be stick with that stallion's cock and heightened sex drive until I can learn the spell to fix it"

"WHAT!?" Rainbow Dash jumped up in shock. "I can't walk around Ponyville with this thing!"

"I know it might be hard...and I'm sorry I wasn't thinking, I was just...so excited to try a new spell..." Twilight explained. "Just give me some time and in the meantime...just carry on you're normal daily business"

"Oh just great! I'm going to be stuck-" Rainbow Dash stopped her sentence and thought about it, she really enjoyed the pleasure she felt just now, who said she couldn't experience more pleasure with other pony's?

"I'm sorry Rainbow Dash, but you'll just have to wait" Twilight said.

"Oh you know? Actually take you're time Twilight, no rush" Rainbow Dash changed her tone and smiled. "But uh..say if I need to...you know? Release some tension, can I come back here?"

Twilight smiled at that. "Of course Rainbow Dash, I'd like that"

"Awesome, see you around then" Rainbow Dash then kissed her lips quickly before heading out the door.

"Rainbow Dash seemed rather happy, I hope she'll get used to her new part" Twilight said and got to work on a counter spell.

Phew, hot stuff, this is my first MLP lemon, I hope you all enjoy!