"Are you sure this is necessary, Rainbow?" squeaked Fluttershy as she warily poked the Shadowbolts Rainbow Dash™ mask.

Rainbow leaned in, her voice serious. "It's not just necessary, Fluttershy. It's critical. Without these, there's no way we can win Ponyville's best costume contest! This year I hear the competition is tougher than ever."

Fluttershy cast her eyes to the side. "B-but is it a competition that we really need-"

She chose not to finish that sentence. Of course Rainbow Dash had to be the best at everything, even if Mayor Mare was only planning on handing out a ribbon or two. Rainbow would treasure the award and probably remind everypony else about it at least once or ten times until the next Halloween, and that would go for any other prize she'd win during the celebration, too. Best Apple Bobber, Best Spider Tosser, Best Scarer…

She sighed. She would do the best for her friend.

"But these… costumes," she said. "I mean, we've already been these before. Oh, I don't know if they'll consider these very creative."

"Sure they will," dismissed Rainbow. "We'll surprise 'em! We have 'em fooled, thinking you're just Flutterbat again"—she gestured to her own empty Flutterbat mask—"and I'm just a Shadowbolt again, and right when they roll their eyes and start to move onto the next group… bam!" She punched the air. "We'll give 'em a nice scare by tugging off the masks real slow, like some kind of scary movie. They're gonna wonder, 'how are these ponies peeling off their skin?' And then we schlorp 'em off all the way, and tada! We were dressed as each other the whole time. Totally awesome."

Fluttershy giggled. At least, she appreciated her friend's enthusiasm. "Okay, Rainbow Dash. I'll do my best, b-but the idea of me being you, but also evil, is… hard."

"Aww, c'mon." Rainbow playfully nudged Fluttershy's shoulder. "I've seen you act as all sorts of other ponies before. I know you got it in ya." She raised her eyebrows mischievously. "Plus, it'll be easy, once you're looking like a brand new pony."

She picked up the limp Shadowbolts Rainbow Dash™ mask, pulling it this way and that before squashing it against Fluttershy's face, ignoring her light 'eep!'. "Imagine that nice material pressed against you. When you look in the mirror, you'll see nopony else but her. Then it'll be easy!"

Phew, even the thought of that was getting her worked up. For some reason, seeing her own hollow eyes and mouth deform and distort like that over Fluttershy as she stretched the mask tightly stirred some tingling from deep inside…

"Are you okay, Rainbow?"

Fluttershy's question snapped Rainbow out of her brief trance. She tried to ignore the red tinge that had spread across her face. "Y-yeah, I'm fine. Anyway, let's suit up."

"O-okay, Rainbow."

Both ponies fell silent save for grunting and tugging as they unfurled their rubbery bodysuits, admiring the quality of the disguises, before stretching the neck holes open. Neither looked at the other while wriggling their bodies in through the holes, whether out of embarrassment or… anything else. Slowly, their bodies found their way through the cool, slippery interiors, back hooves stretching into back hooves, wings slotting into wing holes, tails and arms snapping into place as the floppy costumes fit into place.

It was a tight squeeze, and Rainbow only yelped once as her new yellow coat brushed tightly against her exterior, its null crotch pressing firmly against her squirming marehood. Hopefully Fluttershy hadn't heard.

But eventually, the laborious process was done, and both mares finally found the courage to stare at each other again, admiring each other's bodies… their own bodies. Rainbow carefully fluttered her new batty wings. Fluttershy rubbed a hoof against the flight suit. Without even having put on the masks yet, both mares were already hot and sweaty.

Fluttershy was the first to speak. "It feels weird seeing your head on me."

Rainbow scratched her mane. "...Yeah. Let's just do the rest."

And so both ponies grabbed hold of their empty, hollow masks and pulled tight, ducking and letting gravity do the rest of the work. As the masks snapped downward into place, they squeezed their eyes shut as momentary darkness overtook them. As their snouts and tongues inserted into their squishy counterparts, they could both smell and taste a faint, sweet rubber. The masks warped this way and that as the pair adjusted them in place, making sure the holes were lined up perfectly, hiding any stray furs beneath.

At last, with a final yank, both ponies were done. Nearly out of breath, they wandered back toward the mirror, admiring their new forms.

Rainbow's breath caught as she spotted her new batty body. Blinking her new red eyes, she felt both relieved Fluttershy couldn't see her fierce blush underneath the mask, and captivated at seeing… somepony who wasn't herself.

How should she act? Fluttershy was kind, gentle, and soft-spoken, but Flutterbat was aggressive and hissy. Maybe she should go with a mix between the two?

She moaned lightly as the suit pressed even deeper into her skin, rubbing against all her sensitive areas. The fact she was already hot wasn't helping.

And, being able to… claim this new body, take it as her own, play a new character, watch her new face perfectly emulate her own movements…

Aah! Get a hold of yourself, Dash!

"What's wrong, Flutters, cat got your tongue?"

Now, Rainbow was the one squeaking as she suddenly felt Fluttershy's… Shadowbolt Rainbow's hoof… press against her.

"S-s-s-something like that?" Dang it! That sounded like Fluttershy without her even trying!

"Oh, I see how it is." Shadowbolt Rainbow stalked her prey without any hesitation. "Big, tough Rainbow, already a squirming mess inside my pelt, is that how it is?"

Shadowbolt Rainbow practically loomed over real Rainbow Flutterbat. Even though Flutterbat knew she should act tougher too, Fluttershy was getting real into character.

And… she didn't know why, but feeling as submissive as this felt… good? Thrilling?

Arousing?

Her heart skipped a beat, and her marehood winked again.

And somehow, Shadowbolt Rainbow knew, her mouth curling into a smug grin. "Seems like you got these suits for a… different reason as well, hmm~?"

Flutterbat whimpered, too flustered to admit anything.

Shadowbolt Rainbow leaned in, her breath hot against Flutterbat's false skin. It sent her concealed fur standing straight up as her heart raced.

M-maybe after tonight, they would just never speak of this again. Nopony else had to know. Y-yeah, they'd just win their stupid award *and maybe do some other stuff in private if Flutterbat was okay with that too*

They would win, r-right? Surely nopony else in Ponyville would have an idea as crazy as this?

Well, little did she know…

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Another Nightmare Night pic! Commission by foxbeast!

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