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Perfecting the Princes

Part 2

For Engy

By Draconicon

Twilight had a naked dragon behind him, a dick in his hand, and was completely naked himself, showing off a cock that he hadn't had before to the mare that had acted as his babysitter when he had been growing up. This was certainly among the most awkward scenes that had ever passed between them, if not the most awkward.

Yet, at the same time, Twilight felt a burst of arousal as he stared at the woman at the top of the stairs. Princess Cadence, the Princess of love, stared down with her eyes wide, her pink fuzz along her body standing straight out in shock, and she gripped at a non-existent necklace in utter shock at the sight before her. Twilight's eyes flicked over her dress, to the purple-hued cloth that cupped her chest, to the wide hips that were barely hidden by the near-transparent cloth, and the alicorn had just one thought.

You'd look better with a cock.

Twilight had never had a thought like that before, but the more that he thought about it, the better it felt. After all, he was loving his new cock, feeling the way that it bounced and throbbed between his legs, the way that it was so easy to just grab and stroke whenever he wanted. It was almost addictive, feeling it begging for attention and then giving in and giving it that touch, that squeeze, that stroke. He could already imagine Cadence having one just like him, and the pair of them...

No, not alike. Twilight grinned as an image popped into his head, looking over his shoulder at Engy. The yellow dragon smirked, almost as if he had already guessed what the stallion wanted to do, and nodded...almost as if in permission.

"Twilight, what on earth is going on here?!"

"Oh, nothing more than what you'd be doing to my brother if you'd been here earlier," the Princess - or rather, Prince - of Friendship said as he turned back. "What's wrong with having a little fun, hmm?"

"There is a great deal of difference between having 'fun' with a pony, and having fun with a dragon. Do you know what could happen to you?"

"Nothing bad. Just something more...interesting."

He smiled, slowly swaying his hips as he walked towards the stairs, his clothes long-since discarded. He could feel the way that his big balls swayed between his legs, savoring the feeling of the large, sensitive sac tapping lightly against his thighs. Engy's eyes were on him from behind, and he felt the urge to spread his ass cheeks, to show off his hole.

That slipped away as he looked back at the princess, however. Cadence was staring downwards, and he wondered if he was bigger than her usual partners. Possibly; he had been rather generous to his own endowment, though nothing compared to what he planned to be to hers.

God, she'd look great as a man. If she lost that chest and put it all down between her legs, if she had a hot body that was just covered in muscles, with a thick dick, hard and studly...

Fuck, the thought was getting hotter and hotter the more that he thought about it, and the idea of making a stallion that would put all those farmhands to shame was burning in his brain. He had to do it. He just had to.

As he reached the bottom of the stairs, Twilight reached out with his magic. No sooner had he started than Cadence tried to stop him with hers, but something had changed. He was the Prince of Friendship, yes, but there was something underneath that now. A perversion, a corruption, something that was like what had happened to the other ponies under some of the villains that they'd fought.

Twilight didn't care. What mattered was that he had the power to force back Cadence's shield. The Princess of Love gasped, her spell broken in seconds, and Twilight grabbed her around the waist, floating her down to the basement.

"Twilight, what is the meaning of this?! Let me go."

"Not yet. Just give me two minutes."

"That is two minutes too long. You haven't even explained - mmmph!"

The new stallion pulled his old friend closed, the pair of them locking lips for a moment. One naked, one clothed, the two horses ground against each other, and Twilight could feel his magic already settling in, pushing into the other horse, taking control. Friendship and Love were quite closely related, after all, and as Twilight pushed his magic against the other alicorn's, the corruption present in his power, twisted by the lust that had come from the dragon's scent, was already twisting the other alicorn.

Cadence fought the kiss for a moment or two, but it didn't take long for their horns to touch, for the erotic nature of the two rods to start taking effect. The other horse moaned softly, biting her lip when she was eventually able to break the kiss. She was panting, and Twilight could just make out her nipples hardening through her shirt.

"Mmm, you like that?"

"Nnngh...how...how was that..."

"Better than Shining?"

"Gods..."

"I can do a lot better than my brother..."

Twilight grinned, pulling his old babysitter forward. The age difference between them wasn't extreme, only a few years, but the other woman had been an adult for about five years before she had been. They ground together, a hot horse cock rubbing between the mare's legs, bumping against the underside of her breasts.

Twilight had already gone to work, spreading his magic through the mare and bringing her heat cycle forward. It was doing quite a number on the female's thoughts, making other things that much more acceptable when normally they'd be quite taboo. He kept pushing those thoughts forward, making sure that the princess was taking them in, her lavender-pink fur starting to flush in the face as she blushed in desire.

More and more magic poured through their connection, and they kissed again, and again, each time with an exchange of pleasure that left Cadence that much more dizzied. Twilight grinned to himself, hearing the dragon moving slightly, getting out of the way.

That gave him an idea, and he quickly went with it.

"Mmmm, Cadence..."

"Mmmph...what..."

"You're going to have a very, very good time..."

And with that, they flickered. Twilight's purple magic flicked them across the room, putting the stallion at the foot of the table that his dragon had been on, and putting Cadence right on the table.

Another thought, another spell, and the straps came down, slapping over the other woman's ankles, over her wrists, chaining her by the neck so that she couldn't pull away. Twilight did it all instantly.

"You're doing amazing," Engy said. "I didn't think that you had such strong control over your magic."

"Well, I did practice a lot. And I have motivation this time."

"Pretty strong motivation, apparently."

"She's going to be a good stallion by the time I'm done. A big hunk, a stud. Not as good as you, of course," he said, flashing a smile at the dragon. "But close."

"Heh, as long as you have fun."

"Oh, I plan to." He smiled, purple light flashing on the tip of his horn. "I plan to."

The first step was nudity, and he started with stripping that dress off. It disappeared with a bob of the alicorn's head, revealing pink-lavender fur and wings, as well as white panties and a white bra. Her feet were barely covered with a pair of slippers, and it made Twilight wonder if the mare had stayed here out of curiosity, or if she had just been lazy and overslept the evacuation.

Either way, it meant that there was time to really get into it.

Despite being the Princess of Love, there wasn't a lot of padding and curvature to the mare. She had a hefty enough rump, enough to be a mare in the first place, but there wasn't much of the exaggerated features that so many of her 'fans' would have been happier to see. Twilight shook his head, his cock sagging slightly, but that was hardly a cause for concern. He had the magic to make it right.

As he pulled the panties off, he could see that the Princess of Friendship was already rather drippy. Maybe it was the residual dragon pheromones, maybe it was a bit of magical corruption, but that meant that his job was going to be that much easier. He just had to make sure that Cadence didn't get free during the transformation, and it'd be damn near an addiction for the mare.

The boobs would have to go, too, since those would be a constant distraction, a what-if that Twilight was glad to be rid of. The feeling of power that came from being male, from being a stallion, was hard to ignore. He wanted to have more of it, to spread it, to make others feel that same pleasure and know the same addiction.

As soon as the bra was off, he started that spell. Cadence gasped, her horn starting to shine white, but despite her best efforts, the princess couldn't seem to get a counter-spell going. Twilight imagined that was because of the other spell that he had running, one that was making those nipples nice and sensitive, nice and hard for him.

He chuckled, walking around the mare, running his hand along her back and feeling her trembles, her shivers and shakes. She was gasping for breath, shivering from head to toe, and it was clear that she was fighting her own building needs. Twilight reached down, fondling one shrinking breast, feeling it slowly drawing away from his hand.

"Heh, what's the matter? Feeling that a bit stronger than you'd like?"

"Twilight...nngh...why...ah...ah...why does it feel..."

"Because men have it a lot worse than we do. It's all outside...and it feels soooo good."

He smiled, offering his cock, and before Cadence had a chance to question what she was doing, she took a breath from the tip. She gasped afterwards, her eyes going wide, but there was already a spasm that went through her body, already a sudden shock and shake that ran through her from head to toe, followed by a squirt onto the table. She had cum from the scent of cock alone.

"Oh, you're already a slut. A big slut, aren't you?"

"Mmmph. Stop it...stop this...before...ah..."

"Stop turning you into what you really want to be? A prince instead of a princess? No way. You need to feel this."

Twilight kept pushing at the shrinking breasts, helping them along their way. They were already half their original size, and they were getting smaller by the second, slowly drawing into the mare's chest until they were nothing, nothing at all. Twilight ran his hands up and down the flat chest, feeling for any little nubs that were left, and when he was sure that the bits of fat were all gone, he grinned.

"Looks like we've made a good start, but you're looking a bit...womanly, still."

"Mmmph...so do...so do you..."

"Yes, but I'm going to be changing that later. For now..."

He smiled, tapping his chin.

"Muscles. Lots of studly muscles, so that you can get all the dick you want."

"Twilight - ah!"

Cadence arched her back, showing her flat chest as her muscles started to grow. The thick, heavy things that were usually reserved for those that worked in the field or in the army were slowly taking form, bubbling up through her flesh and creating shelves of strength. Her arms were slowly pushing out, too, her shoulders getting wider, her neck getting thicker. The bulges were wriggling up, rippling and writhing before they started to harden, only for another layer to follow.

As he ran his hands along the mare's chest, he grinned as he watched the muscle coming in, seeing how hard it was, how powerful and thick and strong the layers were. They were going to be the perfect padding for a new stallion, something to show off how strong he was, how powerful he was...

And how hot it would be to dominate that.

Twilight giggled to himself in giddy bliss as he walked down the side of the changing horse, building in the muscle, taking away the curves. The only roundness that remained was in the big ass that the horse had, and it needed to be bigger, still.

Horn glowing, Twilight channeled his power into that backside, making it swell outwards, getting thicker and heftier with the growing muscle that made them more like bubbles than sagging weights. More, more, more went in there, and the cheeks started to part of their own volition, the sheer amount of muscle in them making them pull apart, showing off the pucker between.

And what a pucker it was. Twilight's cock throbbed up again, the idea of stuffing that thing full making him grin like a fool. He wanted to feel that rim around his cock badly, to feel it stretching, spreading, opening for him. That tightness would be amazing...

But not without the rest of the changes.

Running his hands down Cadence's twitching legs, he found his way down to the slippers that the other horse wore. Curiously, he pulled the shoes off, and found soft, dainty feet...that were nonetheless soaked with sweat.

"What's this, hmm? What's going on down here, Cadence?"

"Mmph...your brother...he likes..."

"He likes sweaty feet, huh? Well, you're going to like them too, by the time that I'm done."

Horn glowing like the sun, Twilight pulled at every bit of magic that he had, knowing that this transformation was going to require quite a bit of it. There was a lot that needed to be changed, and a lot that would need to be overcome with Cadence's reluctance to completely embrace what was going on. They needed to make this stick, or Engy would only have one stallion to play with.

Twilight blinked a bit at that, wondering when that had become a priority, but it was hard for him to hold onto that for long. What mattered now was getting that pussy to disappear, replacing it with a hard cock and a big pair of balls. A very big pair, he decided, something big enough to really take it when Twilight started thrusting. He wanted to feel those balls every time that his swung forward, wanting to savor that wonderful pleasure.

He gathered the spell, putting the image in his mind of a big stud of a workhorse in front of him, thick with muscles, heavy of cock and balls, someone that would be perfect for studding more foals into others if he was ever allowed to breed again.

Yes...that's...perfect.

And with nothing but a thought, Twilight released the spell, and let it rush through his old friend.

Just as before, the muscles started growing out again, but this time they were more than just the enhancement to what was already there. The already-built woman was suddenly growing thicker, heavier, her arms pushing out to the sides, her shoulders thick and heavy with a wide swathe of muscle that would have been completely in place on a work-horse. Twilight watched as those muscles ran down the mare's back, taking away her elegance and giving her the powerful, stud body of a big, strong stallion.

He grinned, groping his cock, only to feel Engy come up behind him. The dragon's shaft rubbed between his ass cheeks, and Twilight immediately moaned, leaning forward slightly and pushing his tail out to the side.

"Mmmph..."

"Oh, is a little stallion eager for it from behind?"

"Oh, you know it. I want to learn. I want to learn everything."

"Is that spell running on its own, now?"

Twilight looked up, making sure that the spell was doing what it was supposed to. From everything that he could see, it was. The spell had already buffed out those ass cheeks, and the light of it was running through the mare's legs, running up along her chest, and then between them. It wouldn't be long before they were seeing a proper horse cock.

"Yes, yes, it's fine. Now...fuck me...please?"

"Heh...alright...Just be careful, now, you are new to this."

"More than you know..."

Twilight reached back with one hand, parting his own rounded, kinda-fat cheeks. He could feel the air on his pucker before the dragon's heat extinguished that soft coolness, and he moaned under his breath as he felt the tip kissing against his hole again and again, going up on tiptoes as he was unable to help himself.

"Mmmph...why do you feel so good...I thought anal was supposed to suck..."

"Well, I'm not in yet, heh...but a good stallion knows how to take it..."

Nodding, Twilight held his cheeks that much further apart, wanting Engy to have an easy move between them, wanting the big dragon to be able to fuck him hard, to make his fat cheeks bounce. He wanted to feel that rutting that he heard stallions got up to when there were no mares around. He needed to know what a hot cock inside of him felt like, and he was damn well gonna -

"MMMPH!"

And then the tip pushed past his rim, and it was just what he wanted. Twilight moaned, arching his back and looking back at Cadence.

As he was fucked, he could see Cadence starting to hump the air. With each successive hump, the Princess of Love was sealing off more and more of her pussy, giving herself more and more of a cock. That hot little hole over her pussy was clenching like mad, warm and wet with sweat, while further down that tear-drop shape was slowly pulling tight. The loose lips were pressing against each other, and at the middle, Twilight could just barely make out the flesh melting into itself.

More, more, more of it disappeared, leaving less and less of Cadence's femininity behind. There was almost none of it left, now, nothing but the hints that she had started with. Her curves were gone, her muscle replacing it, and now...

Now, she had the start of a cock.

Twilight licked her lips as she watched that little bump moving to separate itself from the disappearing pussy, the fattening flesh slowly bulging out more and more. Cadence arched her back, shoving her hips back, and Twilight got an even better look as Engy slipped deeper into his -

"Mmph...ah...that's...that's my..."

"Prostate, yes. Feel good?"

"Oh, god, fuck, yes!"

Twilight moaned out loud, his flare slapping against the underside of the table from the combined sensation of the dragon's cock up his ass and the sight before him. Hell, it was hard to tell what was hotter, the transformation and the power that it gave him, or that hot, hard shaft rubbing on his prostate.

Thrust. Probably the prostate, but not by much.

Nevertheless, he kept staring at the thickening rod as it pushed out, looking featureless, at first, but soon taking on more of a cock's tone. Long, black, with the mottling of pink and red along the sides as it got harder, longer, stiffer, thicker. Twilight licked his lips, imagining giving that rod a good milking, seeing how it felt to make someone else cum hard with his mouth as well as his dick.

The more that he stared, the more that it grew, starting to gain a flare, starting to swell around the tip until it was a flat, swollen tip, made for breaking holes and opening them up. There'd never be a person alive that would forget having that cock inside of them, let alone -

"Mmmph..."

"Mmm, you smell his musk now?" Engy asked.

"Oh, yeah. It's getting strong..."

And it was. Twilight had cast the spell planning on making Cadence into a stud, and it was working. A hard, salty smell of sweat and bitterness combined with the raw musk smell of a cock, and it burned in his nose, making his cock hard, his hole twitch, and making Engy's cock feel all the bigger inside of him.

He was rolled forward, pulled back by the dragon's thrusts, each movement making him feel that much closer to climax. His body ached with need, a very male need despite being in a more feminine position.

Mmmph...this is so...different...so much...stronger...so much...easier...

Finally, Cadence's pussy closed up, turning her to him, turning Princess to Prince. Twilight grinned as he watched the flesh swell between the legs, knowing what was coming, looking forward to seeing it since he hadn't had the chance to watch it happen to himself. He was hungry for it, almost desperate as his ass cheeks bounced and clenched. Thrust, thrust, full, empty, full, empty.

Little bumps forward, followed by larger ones that were slowly rising out of the horse's flesh. The taint seemed to bulge outwards, then split, the two orb-like shapes starting to become distinct. They grew, then slowed, they grew again, pushing out until a line started to form between them. The skin stretched around them as they grew too big to be contained, then started to sag, wrinkles forming for a moment before they faded again, leaving the new sac looking tight and full.

More and more, it sagged, pulled down by its own weight until the sac finally flopped out, dropping down almost to the table from its sheer size. Wrinkled flesh began to expand, smooth out as more and more seed was produced to fill those orbs, making them look bigger and heavier than ever.

More, more, more, bigger, bigger, bigger, Twilight thought, lost in his own obsession with the large orbs that were filling out, with the big, fat dragon dick that was beating into his hole, with the big dragon balls that were marking his with their scent.

And bigger they become. Twilight had a good pair, but watching those sagging, leathery balls become tight and smooth with seed filling them up was an entirely new experience. He moaned under his breath, clenching his fingers at the edge of the table, leaning in as he breathed in the smell of Cadence's new sac. It was hot and heavy, not quite the same as the pheromones that the dragon had pumped into his nose, but definitely stronger than what his own were.

Fuck...fuck yes...

Engy suddenly pushed forward, and Twilight was carried with him, thrust so that his nose brushed against Cadence's sac. He gasped, groaned, and his eyes went wide as he was covered by it, his nose smothered in the heavy ball-flesh, his mind awash in the new musk of the new dragon.

Mmmph...ah...ah...fuck...

Twilight kept breathing in as the weight of new seed rested on him, as it drowned him in bliss and pleasure. More, more, more of it flooded down his nose, and his cock ached, throbbed, begged to blow its load.

He couldn't see, but he could feel. Could feel the pleasure that was running through Cadence, through the dragon, through all of them. Very male, very easy, very...fun. He moaned, arching his back, feeling that hot dick plowing his ass, feeling his breath come short, feeling his cock throb, tense...

And blow.

With a deep moan, Twilight came, and the orgasm was so different from when he had fingered himself as a female. The pressure on his prostate, the raw ease of stimulation from being so hard and big, the way that he had his face buried in another guy's balls and it didn't even matter...it was just...casual. Fun. Sexy. And so...much...better.

He came, and he came, and he came some more, shooting his seed in ropes that would have impregnated half a dozen mares if he had been fucking them. His cock throbbed up, slapping against his belly, then fell down again as he breathed in the thick musk that burned off of the other stallion's balls.

Breathing in, he felt it burning through his mind, giving him almost an addiction to it. He wanted to keep seeing these balls grow, wanted to see other mares become stallions, to see them show off how big they were, to feel that comforting weight of a full sac between their legs. The bigger they were, the better, just feeling...good. Right, like they were showing off something that should never be hidden.

He moaned, making a mental note to make his own sac a bit bigger, to make himself show off that much more.

Engy was pulling back, he belatedly realized, and he squeezed his hole too late to keep the big yellow dragon from pulling out. He groaned, feeling his hole throbbing with emptiness, but he was finally able to pull his head back and look over his shoulder.

Surprisingly, the yellow dragon hadn't cum yet. Twilight groaned, feeling vaguely responsible for that due to the various distractions he'd had, and went to his knees, smiling up at the dragon.

"So, you got me off. Can I, um, help you?"

"Heh, in a minute. Let's let Cadence out first, huh?"

Twilight winked, his horn shining for a moment, and the various straps released.

"...That's stupidly handy."

"I know."

"Heh. Well. You love big balls?"

"The bigger the better, Engy. I didn't think that they were that good before, but wow. Having them now? I just...I want them bigger. Big as they can be."

And that was the truth. It was weird, considering that he already had a good-sized cock, but the idea of carrying around balls that would put any stallion to shame was rather hot. But it went further than that, too, almost like having big balls was the best way to show off, the best way to feel good. It was like it encouraged him to keep on cumming, to keep being as perverted as he'd like, because he'd never run out.

Not to mention that the weight of them, pulling right at the base of his cock, making him feel them whenever he moved. It was like a low-level, constant masturbation. He loved it.

Engy chuckled, shaking his head.

"You know, if you do a good job with a little plan I'm making, you'll get balls that are as big as you like."

"Plan?" Twilight cocked his head to the side. "What plan?"

"I'm thinking of getting a few more stallions than just the pair of you."

"Getting? What are you - oh...oh!"

Twilight blushed, feeling a little silly for not realizing it until right that moment. The musk in the air, the thick scent that he had been calling a rather addictive smell...actually was addictive. He could feel it now, feel the warm buzz in the back of his brain, the heat that was already fogging him up and making his cock hard again.

Engy had come here knowing what his smell could do, knowing that it would do to his old brain, what it would do to others that came in contact with them. He wasn't being mean, but he had been sneaky.

Not that the Prince of Friendship - or whatever he was now - really minded. He liked what he had become, and if that meant bending the knee to this dragon, then he was happy enough to do that as long as he kept getting what he wanted. Besides, Engy felt like a pretty good person, all things considered. He wasn't an asshole like some of the threats that he and his friends had dealt with over the years.

Cadence joined him on his knees, the stud stallion looking up at their mutual master. The two horses smiled at each other, blushed a bit at what they had become, and then looked back at the dragon.

"What do you want now?" Cadence asked. "You obviously want to get something out of this. Are you planning on conquering Equestria?"

"Not really," the dragon admitted. "I'm, uh, not really that interested in ruling all these places. I just want fun people to spend time with."

Twilight smiled a bit at that. It was nice to have someone else that had that sort of interest. And nice not to have to worry about the people around him, for that matter. If that was all Engy wanted...

The two princes leaned in, kissing his balls gently. Each of them took one, and the dragon groaned at their affection, spreading his legs a bit further. He rested a hand on each of their heads, and they guided his fingers to their horns.

It was not dissimilar to getting a handjob up there, Twilight had found, and he still rather liked it, now. He groaned as the dragon's strong hand pulled him forward, and he shivered as he sucked in the more primal musk that burned between the scaly male's legs.

"Mmmph..."

"Oh, oh..." Cadence moaned between licks.

"He's so hot..."

"Oh god, he smells so good..."

"And he's so big."

"These balls."

"Perfect."

They moaned, the balls too big even for the pair of them, too large to pull in their mouths to suckle on. They compromised, licking up and down the orbs while the dragon teased his cock, letting him please himself while they showed him how much they appreciated what had been done to them.

Or what they had done to themselves, inspired by him. They wanted him to know how much it mattered, how much it meant to them. Masculinity, cocks, balls, musk, it had them by the balls now, and they wanted more.

Twilight imagined what it would be like to turn Celestia to his side, or Luna. The pair of them were big and powerful, but that didn't mean that they were invincible. They had the Prince of Love and the Prince of Friendship ready to fight against the Princesses of Sun and Moon, and that felt like an even fight...a better than even one, actually.

As he worshiped those big yellow balls, he could feel Cadence reaching over, grabbing his cock. The sudden tightness just under the head left him moaning, so he returned the favor, grabbing that fat dick and giving it a squeeze that was just as hard.

Bigger than me, he realized as he felt just how wide the medial ring on the other stallion's cock was. Gonna...gonna have to do something about that...

But for now, the two best friends could enjoy being on their knees, burying their faces in dragon balls.

The End