“Oh come on, how is that fair?!”

“Pleased to meet you too?”

Rainbow Dash sighed, hanging her head and landing beside the other pony with a thump. “Sorry,” she said, “I really am glad we could get together. I just didn’t know you didn’t have the... you know... wings.”

“Ohh, yeah I do look pretty normal I guess,” the gorgeous redhead said, eying her smooth cream-furred sides berefit of wings, “I don’t even have two horns anymore.”

Rainbow Dash glanced up to the pony’s normal looking unicorn horn.

“So you’re the famous Rainbow Dash,” said the pale furred unicorn just a bit teasingly, “Star recruit of the Wonderbolts, huh?”

“Yeah well,” Rainbow Dash blushed and looked aside, “You know what I’m most famous for these days, though, right?”

“Getting half the mares in Ponyville impregnated simultaneously?” her smug companion said, sidling up to the rainbow maned pegasus-ish pony who flew to their meeting place out at a grassy hilltop distant but in view of the town of Trotdale, noticeably self-conscious as she folded her velvety dragon wings close to her sides. “I might have heard a rumor here and there.”

“Yep that’s me, the... succubus of Ponyville,” Rainbow Dash said with a nervous wince.

“And I’m Lilith, the demon whore of Trotdale,” the other mare said, holding out a forehoof. As Rainbow Dash hooked her own in it and shook, Lilith added, “But it’s been a while since ponies called me that.”

“To your face, yeah,” Rainbow Dash insisted grumpily, taking her hoof back to stand on. The other mare’s foreleg had felt so warm, and... and that thing Rainbow Dash wasn’t supposed to feel.

“I can’t stop ponies from talking behind my back,” Lilith said with a shrug, “But you can call me Lilith, like all my friends do. And my parents. My family, my loved ones...”

“...and not your foals,” Rainbow Dash cut in resentfully.

Lilith sobered at that, her ears drooping into her lush red mane with its black highlights, saying to Dash simply, “I’m sorry.”

“It’s okay,” Dash said unconvincingly, “I know I’m just a stupid filly who wants to play with her dollies, and it’s not all that bad that I can’t give birth to them. I’d be a terrible mom, really.”

“It’s still not fair what happened to you,” Lilith said sympathetically, “Not fair what happened to any of us. I know I wish I could get pregnant sometimes.”

“Well, at least you got pregnant once, right?” Rainbow said jokingly. Then she blushed and added, “Sorry that was too—”

“No, no it was great!” Lilith cut in, “I was swollen up like a beachball and couldn’t have been better! Ponies didn’t even realize what was happening to me until my horn started disappearing.”

“Your horn started disappearing?” Rainbow Dash asked curiously.

“Yeah, it sort of... sinks into your forehead,” she said, “You hardly notice it’s happening, then you can’t even do the magic of a foal, and there are these uh... dragon horns growing out by your ears.”

Sighing, Lilith said, “I covered them up with my hair at first. But you know they kept coming out and started curling back as the... pregnancy went on. Wasn’t long before I was... caught, I guess. I didn’t care, I... figured my life was over so I just started making ponies have sex with me. They came to hunt me down, they ended up fucking every hole. Arousal is a pretty powerful weapon, since ponies can’t ignore it.”

“Yeah, it was... pretty terrifying when it happened to Ponyville,” Rainbow Dash said, “It wasn’t me thankfully. Well no, it was me at first, but that wasn’t terrifying at all.”

“It does seem like a lot of fun at the time,” Lilith said with an amused giggle.

“No, actually it was a little disturbing, or worrying, or whatever,” Rainbow Dash said, “But what happened *after* that was absolutely insane.”

“They say it was a fifth ring demonic incursion,” Lilith said soberly, “That’s the kind that can destroy whole cities.”

“Yeah, thank goodness Scoota—uh, the colt saved the day, with his magic powers of getting me pregnant,” Rainbow Dash said sheepishly.

“After the demon...?” Lilith asked with a wince.

“No, it was before,” Rainbow Dash said, “The cult suckered me with a phony birth control method, when I got kind of desperate after getting... pregnant. Like legit pregnant.”

“Oh, huh,” the other mare said thoughtfully.

“That’s what gave him the power to kill the demon,” Rainbow Dash explained, “The whole love conquers all thing I guess. Since he didn’t ditch me when I got pregnant, all he had to do was touch the thing and bam. Was pretty straightforward to defeat it after that.”

“Is he still... with you?” Lilith asked.

“Naw, it was just a one time thing,” Rainbow Dash said with a nervous laugh, “I usually only go out with... mares, you know. But he didn’t ditch me, even if I sort of ditched him. It’s alright though, he already had a special somepony.”

“I guess,” Lilith said uneasily, “And you... miss him, I guess?”

Blinking, Rainbow Dash said, “No, he’s still totally my biggest fan. We just don’t... I mean, I only do mares, you know?”

“I know how to do mares,” Lilith said in dark amusement, “But I don’t know how to do *only* mares.”

“I know, right?” Rainbow Dash exclaimed earnestly, “Stallions just feel so... awesome, how do you *not* do them? I mean be with them. I mean...”

“I know what you mean, but are you only into mares or what?” Lilith asked in confusion.

“I’m just...” Rainbow Dash blushed, “Not really... comfortable around stallions.”

“Why’s that?” the redhead asked innocently enough.

Looking the other way, Rainbow Dash said so casually, “Well it’s just my dad used to make me, you know, have sex with him when I was a filly. And he was a total jerk. Then he went to jail for f-for...”

Rainbow Dash would be damned if she let herself cry after all this time. He didn’t deserve to make her upset.

“That is so unforgivable,” Lilith said in sympathetic horror, “He turned you off to stallions? I’m glad they sent a stallion to jail for doing that. How young were you? Did you have your cutie mark?”

“No, I d-didn’t, and it was way before my first heat,” Rainbow Dash admitted shyly, “Like, young enough he actually had a hard time cramming himself in there. I didn’t like it much, but he wasn’t really all that well endowed, so it wasn’t too hard to make him fit.”

“That’s still terrible!” Lilith replied.

“It really wasn’t all that bad,” Rainbow Dash said dismissively, “I didn’t like it at first, but you do that enough and your fillyhood’s gonna start wanting it. I was a little minx after a while, lifting my tail, scooting under him, trying to get him to start doing me. If he hadn’t been such a... a *jerk* I would’ve been happy to... you know, do it with him, and other stallions, and stuff.”

“So what turned you off to stallions, then?” Lilith asked with a worried look.

“Well, I went into my first heat,” Rainbow Dash started to explain.

“That did *not* turn you off to stallions,” Lilith said flatly.

Laughing shakily, Rainbow Dash said, “Yeah I was begging for it, and I am so lucky it didn’t take considering how often he finished in me. I’d have been in huge trouble if I was pregnant at that age. M-my mom didn’t like it so much.”

“I imagine she didn’t,” Lilith said dryly, “Still doesn’t say why you don’t like stallions though.”

“W-well they fought a lot,” Rainbow Dash said nervously, “She only married him because of me. He got her pregnant and... yeah that’s what I heard, at least. So they fought, and... and it got worse, and once I went into heat she tried to stop him from... you know, impregnating me. He didn’t mean to do it, but he was just... anything would set him off, and he blamed her for all this crap, and...”

“He *didn’t* mean to impregnate you?” Lilith asked skeptically.

“No, he didn’t mean to...” Rainbow Dash trailed off to silence, because... how could she even think about that, about what... happened? How could she still want that stallion between her legs, filling her up with child? How could he be such a good *kisser* and then...

Lilith didn’t seem to know what to say. No way she expected Rainbow Dash to come dump this on her. Rainbow hated having these problems that hurt other ponies that she couldn’t get over, and she knew it was gonna make her cry, but it had been way too long since she had said it, so she said in a choked whimper, “I miss my mom.”

Rainbow Dash hated how she couldn’t stop crying. She hated how she had to do this to Lilith. They just came to talk about sex, not about *this* so how did this unicorn squeeze it out of her? Why was it easier to tell Lilith than her therapist, or her friends? This hauntingly beautiful friendly stranger who was just hugging her and not saying anything, and letting Rainbow Dash try to get ahold of herself.

“So, yeah, uh, I kind of... don’t talk about that with other ponies, usually.”

“It’s okay. Makes me feel better at least.”

“Why’s that?”

“Demonic incursion’s not the worst thing that ever happened to you. Kind of puts it in perspective.”

“Heh, yeah I suppose it does.”

“So you want to know how I... live with this sort of thing?”

“That’d be nice!”

“It’s really not that hard. I honestly think a little bit of demonic corruption is healthy!”

“...how?”

“It gives you something to work with. Most ponies, when they’re terrible to each other, they don’t start growing horns and forked tongues and losing control of themselves. I don’t have to worry about being a good little filly, because there’s no temptation to be bad. For other ponies sure, but for me, I can look myself in the mirror and say, ‘Lilith, you need to stop,’ since it... changes me.”

“So... you don’t have, uh, sex?”

“Haha are you kidding? I have so much sex! Sex is amazing!”

“And it doesn’t corrupt you?”

“It does the opposite of corrupt me! I can make a mare, or a stallion, feel like they’re on top of the world, and sure if I abuse their trust I start paying for it, but if we have sex willingly, well... it’s certainly what I’m good at.”

With a playful wiggle of her bountiful hips, Lilith said, “Ponies open their hearts and their legs to me, thanks to this demonic power. It feels so good to, you know, connect with them sexually. I can’t drain them, but the intimacy about it makes both of us more powerful. Not to mention the succubus effect.”

“The what?” Rainbow Dash asked curiously, maybe a little worriedly.

“Oh, you don’t know about it?” Lilith asked in delighted surprise, “Haven’t you ever felt... different when a stallion came inside you? Something inside you, that you feel like you have to do?”

“I–I was gonna ask about that,” Rainbow Dash said nervously, “I feel like that and uh, it’s... it’s like pressure you know, down there. What do I... do I just...?”

“Lay down on your back,” Lilith instructed, “I think we’re both gonna wanna see this.”

“See what?” Rainbow Dash asked anxiously, “My crotch isn’t gonna do something demonic is it?”

“Just trust me on this,” Lilith purred happily, “I think you’ll love the result.”

Rainbow Dash lay on her back, looking up as Lilith approached between her legs. “Alright, you feel that sort of pressure between your legs?” Lilith asked, “What you need to do is push it, just put everything into... making it happen.”

“Can’t believe I’m doing this,” Rainbow Dash said blushingly, then her eyes widened as she said, “Oh Celestia that feels weird!”

“Keep going!” Lilith told the squirming mare, “Really push it out! Think about how much you want to do it.”

“W-what’s happening to me?” Rainbow Dash asked, as her vagina clenched and pulsed, and her clitoris winked out insistently, and she wanted to push it out more. So she did, and it *swelled*.

Lilith caught Rainbow Dash’s marehood as Rainbow huffed and grunted and desperately pushed it out, watching it take her marehood along with it. Up and out from her body, like a pole. Dash’s vagina clenched again then, clenched tight, and it was changing somehow. She couldn’t stop clenching it! It just... melted into being clenched tight, until she didn’t have anything to clench with anymore. Something was travelling down within Dash, chasing after her receding vagina as it extended from her body her inner labia stretching forward as a long, fleshy, slightly mottled member whose flat head swallowed her vagina, shrinking up into a tiny point. 

“I-I-I have a...” Dash said before an intense pressure in her pelvis announced itself.

“Wait for it...” Lilith said eagerly. The base of Dash’s new penis bulged as she had to push out these... slippery ball things to either side of it, filling out thickly and dangling slightly. Oh.

“I’m a stallion,” Rainbow Dash said faintly.

“You’re an incubus,” Lilith said with a smile, releasing Dash’s new penis to smack against her belly. Oh Celestia that felt weird! “That’s what you call a succubus who’s incubating a stallion’s cum within her. I’m guessing you had sex with a stallion recently?”

“Yeah, I... more than one actually,” Dash said faintly.

“Well, you’re all full of their seed now,” Lilith said in amusement, “Ready to put that seed into somepony else.”

“B-b-but what?”

“That’s the role a succubus plays in the demonic hegemony,” Lilith explained, “You’re either to neutralize a demon’s seed, or spread it. So it works similarly for demon touched ponies, except now you’re ready to spread a stallion’s seed... to a mare.”

Rainbow Dash gulped, as Lilith told her, “It’s not widely known but as you have a penis between your legs right now, I felt I could tell you, one succubus to another.”

“H-h-how do I make it go away?” Rainbow Dash asked frantically, staring at it fearfully.

“Only somepony else can make it go away,” Lilith said sweetly, from where she stood between Rainbow Dash’s spread hind legs, not quite stepping on her tail. “Somepony like me, perhaps?”

“S-somepony eeEEelse?!” Rainbow asked in confusion, a surprised squeal entering her voice as Lilith nosed the astonishingly sensitive looking thing.

“That’s right, Rainbow Dash,” Lilith said with a smirk, “Unless you have a mare in your wing pocket, I get to be the first mare who you put your penis into, and impregnate.”

“I’m not—s-stop!” Dash said impotently, as Lilith started grooming it with her tongue. Dash moaned and flexed and stiffened it. Why was it so sensitive?! It was like a huge giant freaking clitoris except that instead of a sharp shock at Lilith’s tongue, it was a seductive tingling urgency rising in her.

“You want to mount me, or should I mount you?” Lilith asked happily, straddling Rainbow Dash’s waist and rubbing her most certainly normal marehood right along Rainbow Dash’s penis. “Can you feel how wet I am, with your penis?” Lilith added hotly, and Rainbow Dash *could.* “That’s what you... need to put your seed into. Unh, please Rainbow Dash, please let me... do this!”

Staring eye to eye with the horny mare, Rainbow Dash said faintly, “You have fangs.”

“My demonic side’s coming out,” Lilith said, baring her fangs as she smushed her wet labia on Rainbow Dash’s impossible member, “Because I’m forcing you, but I need it now. I’ll grow horns as long as I can... can get you into me.”

At the mare’s diminishing horn, Rainbow Dash shouted, “No! No I’ll... h-how do I stop this? You don’t have to force me!”

Panting, hunched over her, Lilith shuddered, then pushed away, stepping away from Rainbow Dash, saying, “Sorry I... I’ll get ahold of myself. Please...” She lifted her tail then, whimpering, “Please mount me like a stallion! I felt how you... I felt how you wanted your dad, even after what he did, and... please just...”

Standing, Dash was unsettled by the ponderous, throbbing thing dangling heavily between her legs. She couldn’t stop staring at the other mare’s winking pussy. “Wh-what do I do?” she asked tensely. “Just... just mount you, and I’m a stallion now?”

“I–I knew a former stallion succubus,” Lilith admitted, “He said it feels exactly the same. Just... just mount me and you should be able to lift your penis by flexing, until it... goes into me. You know what to do then.”

“I didn’t even think...” Rainbow Dash said dazedly, touching the pony’s creamy furred flank, “I-it’ll go away after I...?”

“Yes, you’ll go back to normal,” Lilith said anxiously, “Just please g-get it inside me already?”

Rearing up, it was easy to mount the other mare, as awkward as it felt for one mare to mount another. Dash felt a shocking excitement at it, between her legs though. She was really gonna... she flexed down there, and it was just as Lilith said. Instead of flexing her vagina, Rainbow Dash’s penis lifted and smacked against the other mare’s belly eliciting a gasp from Lilith.

It felt so good to rub it on Lilith. Rainbow dragged it up her pelvis, to where the other pony’s nether lips were, and then Dash could feel them. “It’s even more sensitive at the tip,” Rainbow Dash said as powerful urges rose within her, “Oh jeez it’s... I can just... push it into you?! Holy... heck...”

Sinking into the other pony, Rainbow Dash moaned, “You’re *hot* and *wet* and all around... is this what stallions feel?”

“Think about... ejaculating into me,” Lilith said tensely, grinding her penetrated hips against Dash’s groin. “That’s what you’re gonna do, make me pregnant. Just like a stallion.”

“I-is it... is that something two succubuses can do to each other?” Dash asked worriedly.

“Does it matter?” Lilith asked, looking back at Rainbow Dash blissfully, “You’re filling me, ready to cum, and you’re gonna do it even if it’ll make me pregnant. You’re just gonna thrust in and out, until you’re a daddy. Can you feel your penis, ready to make you a daddy?”

“I don’t... wanna be a...” Dash said uncertainly, “No I... I do wanna.” She pulled out and pushed in, and it was even more blissful than the first time she penetrated. “O-oh Celestia I’m putting a foal in you!” Dash cried out, hugging tight to Lilith and humping harder and harder.

“Yes... put a baby in me...” Lilith growled, pushing back against Dash’s thrusts, “Keep thrusting until you do. You *want* to cum inside me.”

“W-what is it like?” Dash asked, faltering, then surging to hump harder, needing that growing tingling so badly.

“Let’s find out,” Lilith said gladly, and then the two were just quietly fucking. Dash couldn’t believe what she was doing, or how much she wanted it. She earnestly pushed in and out, in and out, the slimy, textured walls of Lilith’s vagina sliding all around her as she did. Rainbow Dash just kept fucking her and fucking her, and she felt something building within her, like a climax, but more... thick and heavy. Dash panted and thrusted, imagining Lilith gravid with foal, imagining her on her back, giving birth, a-and she didn’t know when this penis would climax. So she just drove that tingling sensation higher and higher, trying to get it to overwhelm her.

Dash was... orgasming, just about to orgasm, and as she fell over the edge, something *happened* to her in there. Rainbow Dash couldn’t stop swelling her penis up even more, as Lilith cried out, “Oh fuck yes!”

“Am I gonna do it?” Dash asked desperately, humping deep inside the other mare’s vagina, “Lilith I feel... like I’m orgasming... hahh...”

“Push *deep* when you do,” Lilith urged. Dash pushed as hard into her as she could, feeling her penis smushing up against the deepest fleshy walls of Lilith’s vagina.

The head of Dash’s penis *swelled* again, and she said, “I think I’m going—unh! Hnh! Hnh! Hnh!” She couldn’t stop gasping grunts as her orgasm ripped through her like dynamite, and instead of her vagina clenching, everything just flexed rhythmically at the base of her penis, hot goo rushing up inside it, bursting out of her as she pushed as deep into Lilith as she could.

Dash didn’t think a stallion’s orgasm would feel like this! The compulsive pumping happened all on its own, but Rainbow Dash also made it happen. She hungered to pump these bursts into that mare’s vagina. Her body singing with an orgasm, she hunched against Lilith’s beautiful ass and spurted, pumping shot after shot of semen into her. This mare was getting... pregnant in Dash’s hooves, and Rainbow Dash was doing it to her! Rainbow *wanted* to do it to her, so she eagerly pumped every drop of seed she had into the other mare, until at last, Rainbow’s contractions stilled, and she panted, still hugging the other pony, still deep in the other pony, relaxing and still.

“No I... still can’t get pregnant,” Lilith told Rainbow Dash a bit breathlessly. “Wanted to see if you’d... do it anyway.”

“O-oh Celestia, what did I do?” Rainbow asked in alarm, knowing exactly what she did, as unbelievable as it was.

“Just remember the next time you’re doing this in another mare,” Lilith said cheekily, her insides giving Rainbow Dash a comforting squeeze, “Because she really will get pregnant, with whoever’s seed you took inside you before.”

So that’s why Rainbow Dash let her fangs grow and her wings lengthen as she pinned Blossomforth down and came inside the squealing mare, impregnating her with Thunderlane’s seed. “Still... like my wings, huh?” Rainbow growled into the mare’s ear feeling her penis deep within the other mare’s hot gripping vagina ejecting its potent load into Blossomforth’s womb, ensuring her pregnancy.

“I love you *so* much Rainbow Dash,” the senseless mare blubbered.

Several months later a heavily gravid Blossomforth had Rainbow Dash pinned down, and she couldn’t stop from orgasming as her friend pushed her penis into her slippery vagina, while Dash gasped, “How do you... like my wings *this much*?”

“You’re gonna cum all over my foal,” Blossomforth said in husky indulgence, squatting to grind their pelvises together, as Rainbow Dash felt her erstwile cock gripped by that birthing engine within the mare’s hips. “Thunderlane gave you his seed so he could impregnate her too. I wanna give *birth* Rainbow Dash. My baby’s growing inside me. You can’t stop... spurting cum deep into my womb. I wanna... give birth, I can’t stop the the squeezing please cum please cu-huhh-huhh—sorry I...can’t...!” Blossomforth jerked as her orgasm hit her, sinking down on Rainbow Dash’s cock. Bracing against her chest, looking intensely into her eyes, whimpering as her vagina helplessly squeezed around Rainbow Dash’s cock.

“So this’s our baby, huh,” Rainbow Dash said softly, rubbing that big, round, heavy belly that Blossomforth was crushing her thighs with. Blossomforth whined in wordless ecstasy, as her forelegs quivered, while Rainbow Dash massaged that taut flesh in the middle of her orgasm. “You know I can’t... stop when you’re... orgasming,” she said shakily, that beautiful cunt stroking immense tingles from Rainbow Dash’s phallus. Flaring, Rainbow Dash panted, “It’s happening... it’s... huhh huhh hope your foal... likes the taste of... cum... here it... Blossom you’re so... beautiful...” Both cried out when within Blossomforth’s gravid belly, Rainbow Dash ejaculated hard. 

“It’s okay,” Blossomforth said shakily, sitting there stroking her own belly as Rainbow Dash couldn’t stop firing her cum up into it. Whose was it this time? She couldn’t even remember. All she could do is lay there and spurt, as Blossomforth held her own belly and told Rainbow Dash, “That’s it... put it all in my womb... my foal loves your cum.”

Rainbow Dash put a hoof on Blossomforth’s, laid atop her own belly, as her urgent cumming eased to glorious satisfaction, saying, “I’d put a... million babies in you right now, Blossomforth.”

“I want to... push this foal, out of my vagina,” Blossomforth confessed again, “I hope it starts soon. I want to... to give birth for you. Stretch open, force your foal out of me.”

“I don’t know why you like me so much,” Rainbow Dash said in honest disbelief, “All I know is you’re so beautiful when you’re pregnant. I hope you don’t go into labor soon. Because damn, just look at you...”

Rainbow Dash spent a lot of time hugging and cooing at Blossomforth’s pregnant belly and helping her with her leaky teats, so even she had to admit she liked Blossomforth for no understandable reason either. It wasn’t even her baby, but Rainbow Dash put it into Blossomforth, and Rainbow Dash loved being there for her, to feel the other mare’s body changing, her belly growing in ways that Rainbow Dash could only hope to feel.

“Demons really have no manners,” Blossomforth said in amusement as they cuddled together, belly to slim belly, “He should have waited for you to have a foal before doing this to you.”

“Y-yeah that would’ve been... crazy,” Rainbow Dash said, unable to believe how round Blossomforth was getting, “Can you imagine me like this?”

“It can be a pain, but yeah I think you’d like it,” Blossomforth said hopefully, “It’s weird how I want to be like this forever, but I also want to feel the labor starting. I can’t believe this is happening to me. I was... I was just a filly who couldn’t even give birth, and now I’m a female, I’m pregnant, and my body’s preparing to... to give birth. You changed me, Rainbow Dash. I’m not me anymore. I’m this,” she indicated the belly between them, “I want to grow it bigger and bigger, and birth it. I feel like that more and more, the further along I get. I’ll do *anything* to give birth to this foal. I think I’m turning into a mom, because I’ll do *anything*.