Field-Testing A New Spell

Chapters

Rarity
Next Morning
Applejack
Fluttershy
Rainbow Dash
Pinkie Pie
Group

Rarity

Ponyville Library
9:30 PM

Twilight Sparkle let out a breath as she again went over the written details of the spell, a slight flush to her cheeks as she considered the implications. This spell, recently created by specialists in Canterlot, could revolutionize the way certain “private activities” were done, adding a whole new dimension to how ponies could enjoy themselves behind closed doors. And she had been among a few ponies that the developers, accessing census data, deemed magically skilled enough to be selected to field-test it! …Though really, why they selected a bookish, introverted, 19-year-old virgin to test something like this was beyond her.

She was interrupted by a knock on the door. As Spike was away in Canterlot for a few days, she had to get the door herself. The door opened to reveal her fabulous fashionista friend.

“Rarity? What brings you here? …Actually, this is perfect timing. Come in, come in!”

“Well, I wanted to see if I could borrow a few books on Far-East fashion” Rarity replied. “What do you mean by ‘perfect timing’, Twilight?”

“Well, y’see, a research & development team up in Canterlot recently finished development on a new spell, and I’m one of a hoof-full of unicorns selected to field-test it. They’ve already worked all the bugs out, and it’s actually not that difficult to cast… for me, at least. I… kinda need another pony to test it on, though; I can’t cast it on myself.”

“And you were wondering if I would help you” Rarity surmised. “Well… as long as it’s not dangerous.”

“Oh no, it’s definitely not. And it’s not technically permanent, either.”

“Well… All right. So what exactly is this spell?”

“It’s, uh…” Twilight blushed and averted her eyes, starting to fumble over her words. “Well, it’s a spell f-for… allowing ponies a new way to, erm… enjoy themselves in private. It… gives a mare a… p-penis.”

Silence.

“…Beg pardon?”

“It f-forms a fully-functional penis from the genital area, just above the vagina. No testicles are created; the s-semen is generated magically, and tests indicate a rather… g-generous volume of it with each ejaculation, regardless of frequency. There’s no sperm in it, though; gametes are just far too complicated for magic to artificially create, for now. And it’s magically calibrated to ensure s-synchronized orgasm; during intercourse, the pony with the... extra appendage can’t climax until their partner does. The spell lasts until the caster dispels it, or it dispels automatically once the pony it’s used on falls asleep. Until one of those two is done, though, it has a theoretically unlimited supply. It’s m-meant to be the newest thing in the oft-neglected field of sexual magic, once field-testing can prove it works. Furthermore, if a non-unicorn, or a unicorn with insufficient skill, wants to experience it, they could pay someone to cast it for them.”

“A-And you’d like to… test it on me…” Rarity said, her face flushing.

“W-Well… You are one of the ponies I trust the most. A-And you’re here right now…”

“And you’re certain it’s, ah… not permanent?”

“Of course. It goes away by my counter-spell or upon you falling asleep. And if I don’t do it perfectly, if I make a mistake, the spell will just fizzle; nothing will happen to you at all.”

Rarity sat there, deep in thought. Finally, she spoke up.

“A-Alright, Twilight. I’ll do it.”

Twilight smiled. “Thank you, Rarity. This means a lot to me. Let me just get the details of the spell handy…” She levitated one of the papers over, looking over it quickly but carefully. Satisfied that she knew everything she needed to, she took a deep breath and concentrated her magic.

“Here goes nothing” she said.

Rarity closed her eyes, and shortly afterwards she felt Twilight’s magical energy enveloping her. It was pleasantly warm – rather comforting, actually. She felt it concentrating in/on her lower body, focusing more and more by the second. There was a burst of light and magic, and a sudden surge of unfamiliar pleasure.

When she opened her eyes and looked down, there it was: a perfectly-formed penis, standing erect and proud between her legs. It was a fairly good size, too – slightly towards the upper end of ‘average’ in length. She cautiously reached a forehoof down and gently touched it, and then let out a gasp and a shiver at the resulting sensation.

“It worked!” Twilight said, eyeing Rarity’s new appendage. “It most certainly worked…”

Rarity felt her blush deepen a little as her close friend stared intently at her package, looking at it with a blush of her own and almost-hypnotic awe. Without being aware of herself, Twilight slowly reached out toward it. But she caught herself before she could make contact, shaking the cobwebs out of her mind.

“U-Um, Rarity?” she said. “We should… test to see if it’s working right. Y’know… J-Just to be sure.”

“How would we… do that?” Rarity asked uncertainly.

In response, Twilight reaches out again, this time making contact. Rarity lets out a sharp gasp, and then a shudder as Twilight softly, slowly strokes her forehoof up & down on the new part. Despite the… uniqueness of the situation, Rarity didn’t say anything, partly out of curiosity and partly because it felt rather nice and she didn’t really want it to stop just yet. Her eyes started to drift closed, a small deep moan issuing from her throat. After a few seconds, she felt little hot breaths upon her new appendage.

“L-Let’s see if I can remember this right from that magazine I read…” she heard Twilight whisper.

Then Rarity let out a sharp gasp, eyes shooting open and a shiver racing up her spine, as she felt something small and hot and wet flick against the head of the penis. Then she let out a surprised moan as a long, slow lick made its way up the underside. The sensation was new and incredible. She looked down, and saw Twilight with a slightly glazed look in her eyes and a steady blush on her face as she licked again, this time faster and harder.

“T-Twilight, what’re y-Oh my word, this is… Ooh~…”

“D…. Do you want me to stop?” Twilight asked.

Rarity frantically shook her head ‘no’. She reached a forehoof out and softly ‘petted’ Twilight’s head. This was all the encouragement Twilight needed.

Rarity stiffened as Twilight’s tongue ran all the way up the shaft, and then the young librarian took the head into her mouth and sucked lightly while running her tongue over it. Rarity let out a short, sharp squeal and her back arched, and then a long, shuddering moan as Twilight slid her lips down it, taking it into her mouth. She stopped about three-fourths of the way down, suckling and licking while holding it in her mouth. Rarity made a content sigh, stroking Twilight’s mane and face.

Twilight slid her way up, allowing the penis to slide out of her mouth until just the head was in. Then she plunged back down, taking it back in. Rarity yelped from the sudden surge of new pleasure. Twilight began repeating this motion, gradually speeding up until she found her pace, taking it in & out while licking and sucking it.

“O-Oh, yes~…” Rarity whispered, eyes fluttering closed. “D-Don’t stop f-for anything, Twili-Aahn!”

Twilight was enjoying it as well. The feel of the hot, thick, hard yet soft thing in her mouth, sliding in & out past her lips, pulsing and twitching, was amazing. Dimly she was aware of wetness between her own hind legs, but she was almost completely focused on the task her mouth was in the middle of. She let out her own soft moan as she started making her down-strokes a little deeper, also speeding up a little bit.

Rarity knew that climax wasn’t too far away. She could feel tension building inside her lower body, like a spring coiling ever tighter. Her gasps and pants were gradually becoming tighter, more frantic, and higher in pitch. Twilight was instinctively picking up on it, increasing the speed and depth of her mouth’s movements. Rarity wanted to warn her very (very) close friend about what was coming, but she couldn’t bring herself to speak coherently at the moment. Finally, it happened.

Rarity cried out sharply as powerful pulses of unfamiliar pleasure hit her. At the same time, Twilight felt a strange sense of happiness as spurt after spurt of something hot and thick shot into her mouth, coating her tongue and palate. The taste was like nothing she’d ever had before, but she actually kinda liked it, and she happily began swallowing it as it continued to come. She was dimly aware of Rarity continuing to let out gasps and moans as she came, hips and lower legs twitching with each spurt, fore-hooves gripping either side of Twilight’s head but not hard enough to cause pain.

It came to an end soon enough, tapering off with a few final, small spurts. Rarity collapsed back against the cushion she’d been sitting on, panting for breath. Twilight released the member from her mouth and sat, enjoying the warm feeling in her belly and throat.

“I’d say that means the spell worked” Twilight said.

“Goodness, Twilight” Rarity panted. “That was heavenly. And you say you’d never done that sort of thing before? You just… studied it in some book?”

“Actually, it was in a… women’s magazine” Twilight confessed with a blush.

Twilight leaned back on a cushion, and Rarity then smirked as she caught sight of her friend’s nether regions. “It looks like you enjoyed that, too” she teased.

“Y-Yeah…” Twilight blushed a little more. “I’m sorry. I’ll clean up before bed.”

“Of course, darling. You’ve surely got to ‘tend to yourself’ after this.”

Twilight looked at Rarity with an expression of puzzlement.

“You know…” Rarity continued. “Masturbation, darling?”

“Oh!” Twilight got it. “A-Actually, I’ve… never done that.”

“…What?”

“Well yeah, I’ve never really tried it. I mean, I wouldn’t even know where to begin, and I don’t really think I’d ever have the time to, and…”

“You’ve never pleasured yourself, and you’ve admitted to being a virgin. But then that means…”

Rarity’s eyes widened, and she then moved forward, placing a hoof on either of Twilight’s shoulders, looking her in the eye with a dead-serious expression.

“Twilight Sparkle…” she said. “Are you telling me that you have never, in your entire life, experienced an orgasm?”

“Um… Y-Yes…?”

“Not even during estrus?”

“No. When… that rolls around, I usually just… lock myself away and try to distract myself with my studies…”

“…You poor thing!” Rarity cried dramatically. “No wonder you’re always so tense and on-edge! You’ve never experienced the ultimate self-relaxation, and you’ve had years of pent-up sexual frustration seething within you… Goodness, and you don’t even truly know what you’ve been missing out on!”

“Rarity, it’s not that big a deal… is it?”

“Of course it is, darling! Everyone tends to themselves once in a while.”

“…Even Fluttershy?”

“Especially Fluttershy; the poor dear actually has a rather… healthy libido, but she’s too nervous to seek out a suitor, so she… Well, anyway, you really must have some ‘relief’ once in a while or you’ll end up a total wreck!”

“B-But I’m too nervous to… to try doing that with myself. And even more so when it comes to the idea of finding a… partner. Besides, who would want to do that sort of stuff with me, anyway?”

“Well… I wouldn’t mind.”

“Huh?”

“You did it for me” Rarity smiled as she softly stroked Twilight’s cheek. “It wouldn’t really be fair for me not to return the favor. I am the Element of Generosity, after all.”

“B-B-But Rarity, we’re… and I’m… and you’re… W-We’re friends…”

“We can provide ‘comfort’ to each other and still be friends, Twilight. It’s not that uncommon, actually.”

“Really?”

“Yes. And, to be honest, I… do find you rather cute. …Do you not find me attractive? Is that the problem?”

“No! You’re beautiful, Rarity! I’ve actually… c-caught myself staring at… certain parts of you once in a while… and at certain parts of the others, to be honest. …And at Big Macintosh and Time Turner a few times, admittedly… I do find you attractive and… sexy… I’m just… kinda super-nervous about the idea of…”

Rarity gave her slightly-younger friend a warm, comforting smile. “You don’t need to be” she said. “I can take very good care of you, Twilight, if you’ll let me. …Shall we head to your bedroom, darling?”

After a few seconds, Twilight nodded and got to her feet. She shakily made her way up the stairs, Rarity following right behind, feasting her eyes on Twilight’s slightly-skinny but still shapely rump, while also aware of her magically-gifted new body part still in place and stirring at the lovely sight. They made their way into Twilight’s bedroom, the curtains open so that moonlight bathed the room. Twilight hopped up onto her bed, Rarity following.

Before Twilight could say anything, Rarity moved right up to her, pressing their fronts together, and then it took Twilight a second to register that she was being kissed. She felt Rarity’s forelimbs going around her, one moving beneath her mane and resting on the back of her neck & head, the other going around her midsection, both holding her close as she received her first kiss. She let out a content sigh as her head was tilted back a little and the kiss was deepened. Then she let out a muffled squeak of surprise as she felt something hot and wet and mobile forcing its way past her lips and into her mouth. However, she very quickly came to enjoy the feeling of Rarity’s tongue plundering her mouth, and let out a moan as she tilted her head a little more, allowing better access. She shuddered in pleasure as the intruding tongue caressed and curled around her own, and she could feel Rarity’s magically-generated ‘extra part’ pressing against her belly.

After what felt like forever, the kiss ended, Rarity slowly pulling away from Twilight, her tongue leaving after her lips. Both were panting lightly for breath and from arousal, staring at each other with half-lidded eyes. Then, gently but insistently, Rarity pressed her forehooves against Twilight’s chest, pushing her back and down until she was lying on her back. For Rarity, the sight of Twilight on her back, looking up at her with flushed cheeks and half-open eyes, panting and squirming a bit, forelimbs folded up over her chest and rear legs spread, her mane fanned out beneath her, was both adorable and incredibly arousing. Composing herself, she reached down.

Twilight gasped, her eyes shooting wide open and her whole body tensing, as Rarity’s soft hoof slowly stroked a part of her body that had never been deliberately touched before. “Relax~…” Rarity cooed softly to her as she gently rubbed up and down. Twilight began letting out little whimpers and squeaking moans as unfamiliar but not-at-all-unpleasant sensations assailed her. After several seconds, Rarity pulled her hoof away, and Twilight an unhappy moan at the ceasing of the good feelings… and then a squeal as she felt them come back in earnest as her partner’s tongue did what the hoof had been doing.

Twilight was delicious. That was a conclusion that Rarity came to very quickly as she worked, licking up and down a few times before then making a few circular motions, which caused Twilight to let out more of her adorable moans. Twilight was in heaven; the sensations that Rarity’s tongue were causing were indescribable. Every lick, every press, every flick and shift, going in all directions, it was all so incredible. She felt as Rarity’s fore-hooves came up to grab hold of her hips, holding them in place and allowing her to focus more on her task. Then Rarity’s tongue pressed through her folds and into the opening of her vagina, and wiggled around a bit. Twilight made a noise that was somewhere between a moan and a scream, her back arching. She thought it couldn’t get any better than this.

And then Rarity shifted her focus to the clitoris.

The moment that Rarity focused her attention on that little nub, Twilight briefly forgot how to breathe, eyes and mouth wide open as the tip of Rarity’s tongue flicked and rubbed the most sensitive point of her body. Rarity then gave a long, slow, sensuous lick that circled Twilight’s clit, and Twilight let out a loud, wavering moan as the pleasure surged through her. After a few seconds, Rarity moved back down to Twilight’s lower lips, licking and sucking.

For the next minute or so, Rarity paid attention to the entirety of Twilight’s privates, giving near-constant stimulation to her vulva, vaginal entrance, and clitoris, never focusing on any one part for more than a few seconds. Twilight writhed and wriggled and whimpered and squeaked and moaned, her hips held in place by Rarity’s fore-hooves as the elder unicorn drew on every last bit of knowledge she’d gained from self-pleasure, erotic literature, and gossipy older friends on how to please a mare. Judging by the reactions she was getting, she was doing quite well.

“R-Rarityyy!” Twilight squealed. “S… Something’s c-coming…”

Rarity briefly stopped and smiled up at her friend. “That would be you in a moment, darling”. Then she got back to work.

Twilight squirmed in place, her moans gradually climbing the tonal register as she felt an ever-growing new kind of tension in her body, concentrated in her loins. Something big was coming, and she was both afraid of it and anxious for it to happen. Rarity, realizing that Twilight was almost at the peak, gave her one last little push by taking her clit between her lips and sucking.

Twilight’s whole body went stiff, her back arching as a long scream of ecstasy came from her mouth. Her eyes squeezed shut, her vision was filled with stars of color, as great waves of unimaginable pleasure crashed through her entire body, her hips shaking and her rear-hooves curling. Rarity continued to pleasure her through her climax, happily accepting the sudden increase in tasty fluids.

After what felt to Twilight like a glorious eternity, the waves ebbed and she came crashing back down to earth. She lay splayed out on her bed, panting and gasping, tiny ‘aftershocks’ still hitting her every few moments. She felt like she’d just run a 50-meter dash. And she loved every Celestia-blessed bit of it. When her eyes opened, she found Rarity straddling and standing over her.

“See?” the white unicorn said with a smile. “Don’t you feel better now?”

“Y-Yesss~…” Twilight replied with a huge grin on her face. “That was… Oh, wow…”

Rarity giggled. “Well, I can tell that you still have a fair amount of energy left, even after a climax of that strength. This is good, because… well, we do need to make up for lost time, so I have no intention of stopping after giving you just one or two orgasms tonight…”

Twilight’s eyes widened. “A-Another one? You wanna give me another one of those?” she asked with a hopeful tone.

“More than one, my dear. You need it, quite frankly. But how shall I do it, I wonder?”

She looked down at the magically-forged penis, still there, hard and ready to go.

“S-Should I use the counter-spell to get rid of it?” Twilight asked.

“Actually…” Rarity replied. “I was thinking of… using it for its intended purpose, if you know what I mean…”

Twilight blushed as she caught Rarity’s meaning. “Um… O-Okay” she said. “I wouldn’t mind that. …I’m kinda nervous, though; your tongue a few minutes ago is the first thing that I’ve ever had… inside me like that. I know it’s sort of weird for someone to be a virgin at my age…”

“Oh, not at all, sweetie” Rarity replied. “You’re only 19, darling; still young. All six of us are still virgins, actually. Pinkie and Rainbow are a year younger than you, Fluttershy’s the same age as you, I’m 20, Applejack just turned 21… Really, it’s not unusual for mares of our tender young ages to still be virgins. There’s nothing really wrong with not being so at our ages, but it’s not strange that we are, either.”

“I see… W-Well, in any case, I’m… not averse in the slightest to having you be my first, Rarity. I care for you, and I trust you.”

Rarity’s smile got a little bigger. “I’m very happy to hear that, Twilight.”

“…H-How were you so… good at what you did to me if you’re a virgin?”

“Finding out what feels good via self-pleasuring, reading plenty of erotic literature, and the occasional gossipy older customer.”

“Oh.”

Rarity positioned herself on her fore-hooves and knees over Twilight, looking down at her with a smile. Then, she moved her hips into position, feeling the tip of her member sliding along the short, luxuriously soft fur of Twilight’s abdomen and then her inner thigh, before making contact with something hot and wet; both girls gasped in pleasure. Rarity brought a forehoof up to softly caress Twilight’s cheek, and then she started to push herself in.

Yet again, Twilight felt unfamiliar, frightening, marvelous new pleasure. The big, hot, moving thing sliding past her sensitive lower lips and into her, stretching her inner walls, filling her, was far more potent – and wonderful – than she had ever imagined. Rarity, meanwhile, gasped and twitched and squeaked from the intense sensations of Twilight’s hot, soft, tight, wet passage enveloping her, being spread/stretched out by her magic-gifted member as she slowly but steadily pushed her way in. All the while, she kept her eyes open and focused on Twilight’s face as the girl moaned in incomparable pleasure from the sensations; the expression on Twilight’s face right now was one of the most beautiful Rarity had ever seen, in her opinion, enhancing the already-potent pleasure she was feeling while looking at it. Dimly, she briefly remembered reading about how some other non-pony species of this world had something called a ‘hymen’, and she pitied them; to have one’s First Time marred by pain sounded dreadful.

Finally, Rarity bottomed out; she was in all the way up to the hilt. Twilight’s virgin passage enveloped her entire dick in wondrous sensations; her eyes glazed over just a little for a few seconds as it briefly overwhelmed her. Twilight let out little moans in quick succession as she wrapped her forelimbs around Rarity’s shoulders, holding her close.

“S-So… incredible” she whimpered out. “It’s so big and hard… and hot… Inside me… f-filling me… In me s-so deep… I c-can feel it pulsing w-Ah~… with your heartbeat… R-Rarity… I…”

Rarity’s lips silenced any further words as she kissed Twilight deeply. While doing this, she slowly pulled out of Twilight, who whimpered at the sudden emptiness as the dick withdrew until just the head was inside; her walls tried in vain to keep hold of it as it slid out, providing another interesting sensation for Rarity. Then, she thrusted back in nearly all the way, the kiss being broken as both mares moaned aloud. She repeated the out-and-in motions, starting up a rhythm that began slow and soon sped up until she found a comfortable rate.

Twilight couldn’t believe the pleasure she was experiencing. Every thrust into her sent a shockwave of pleasure racing through her lower body. The feel of Rarity’s chest pressed against hers, the wonderfully soft fur brushing against her with each thrust Rarity made, added to it. Twilight was letting out a constant stream of gasps and squeaks and moans as the pleasure coursed through her. Rarity was making similar noises, though somewhat quieter, as she equally enjoyed the magnificent sensations that all this gave her. She felt as Twilight’s lower back arched and her hips shifted, changing the angle a little to give Rarity deeper and better access. She happily obliged, and the fact that each thrust now provided direct stimulation to Twilight’s clit meant that the younger mare’s sounds of pleasured delight increased a little in pitch and volume.

Eventually, Rarity felt that odd coiling-spring tension inside her loins again, this time feeling more powerful than earlier. It stopped increasing at a certain point, though, hovering at that moment close to the edge. It was maddening, almost; she needed to cum! She remembered that the spell was configured for synchronized orgasm, though, so she’d have to make Twilight cum before she could. With that in mind, and driven by the need for release, her thrusts became deeper and faster, increasing in frequency while bottoming out with each inward motion. This had a noticeable effect on Twilight, whose noises of pleasure began to steadily increase in volume and pitch; she was getting close, too. Seconds before it finally hit, Twilight’s forelimbs wrapped tightly around Rarity’s upper back, holding her as close as she could.

Twilight’s moans climbed in pitch very quickly as she approached her peak. Then, all the air in her lungs left in a long, loud scream of unforgettable ecstasy, as an orgasm even stronger than the previous one crashed through her, her entire body subjected to waves of pleasure so powerful that she twitched a little with each one. At the same time, she could hear Rarity let out her own cry of rapture, burying herself hilt-deep and holding there as she came hard. Somehow, simultaneous with the waves of full-body pleasure from her climax, Twilight could feel the powerful spurts of hot, thick cum being loosed deep in her pussy, filling her with even more amazing warmness; the feel of the spurts hitting her insides, the thick hotness, was so good that it spurred her own orgasm on, lengthening and strengthening it a little more.

Rarity could see stars. Her earlier orgasm with this magically-created cock, from Twilight’s oral servicing, was easily outshone by this one in strength, her entire body seeming to pulse with each long, forceful spurt of hot, thick cum that erupted from her tip. She had a most unladylike facial expression right now, tongue hanging out a little and eyes rolled slightly back, but she didn’t care about that at all. The rapid contractions of Twilight’s vagina acted to ‘milk’ her, helping to squeeze out what she gave, prolonging and strengthening her climax. She was also aware of her own vaginal walls clenching and releasing in time with each spurt, adding a little something extra to the pleasure.

Eventually, it came to its end. The last spurt of cum from Rarity’s dick accompanied the last big contraction of Twilight’s vagina, and the two then went limp, Rarity pulling out and then collapsing atop Twilight as the both of them panted for breath, reveling in the afterglow. Twilight moaned happily as Rarity trailed little kisses up and down her neck, while still feeling the marvelous warmth of her friend’s thick cum inside her, along with the faint ‘aftershocks’ of pleasure from her hoof-curling, bone-melting orgasm. After several seconds, however, Rarity’s kisses became a bit more forceful and energetic, bringing new pleasure as she suckled lightly on a spot just below Twilight’s jaw. Twilight looked Rarity in the face, seeing energy, mirth, and hunger in her eyes. A quick look below showed that the magic-gifted cock was already hardening again.

“It’s as you said, Twilight~” Rarity purred. “The spell allows as many climaxes as the user desires. What’s more, it seems to be giving me a very short recovery period, along with the stamina necessary to fully take advantage of it all. As I said, I have no intention of stopping after giving you just one or two orgasms. You’ve been missing out, so I need to… make up for lost time, as it were. And I can tell, looking in your eyes, that you’ve got plenty of fuel left to keep going as well. Now then, sweetheart…” She leaned in and flicked her tongue against Twilight’s ear, earning a whimpered moan from the other mare. “Let’s get ready for the next round~” she whispered.

The prospect of yet another of those wonderful things called orgasms aroused Twilight rather quickly, and she quickly and obediently followed Rarity’s ensuing command to sit up and scoot out of the way a little. A large pillow, enveloped in Rarity’s blue telekinetic aura, was floated up off the floor and laid on the bed. It was then folded in half, and Rarity directed Twilight to lay over it with her abdomen and hips atop it, propping her hips up. The other mare gently but insistently spread Twilight’s legs open and moved her tail to the side, revealing her ready loins. Twilight was already panting lightly from arousal and anticipation, wondering what Rarity had planned; the fact that this time she couldn’t see what her friend was doing, had no idea of what to expect or when, knowing that she could do anything to her, at any time, turned her on even more.

Twilight felt as Rarity climbed up on top of her, mounting her, wrapping her forelimbs around Twilight’s upper body while rubbing her cock along Twilight’s inner thighs. She sighed happily as Rarity nibbled on her ear… and then moaned loudly as the other mare slid inside her, going deep, accompanied by the beautiful sound of Rarity’s own quiet moan in her ears. It felt… different doing it from behind, compared to face-to-face; different, but no less wonderful. Rarity started thrusting in & out, finding her rhythm, and the bedroom was again filled with the gasps and moans of the two mares.

Twilight again allowed the bliss to wash over her, her lower body pleasures she never could’ve imagined before tonight. Suddenly, she felt as Rarity reached out with her teeth and grabbed hold of Twilight’s mane at the base of her skull. She gave a little tug… and Twilight squealed, eyes going wide, as a short but powerful pulse of pleasure radiated out through that spot. She pulled again, and both of them moaned aloud – Twilight from the pleasure that it gave her, and Rarity from Twilight’s pussy tightening a little, oh so briefly, at the moment she pulled.

“W-Wha… What was…” Twilight stammered out.

“Y-You didn’t know about it?” Rarity panted out as she kept thrusting. “It’s an e…erogenous z-zone that o-Ohh~… only mares have. It’s only se… Oh Twilight, you feel so good~! – s-sensitive when you’re al-already aroused, but when you are, well…”

She tugged on that spot again, and Twilight squealed happily.

“Ohhhh~… D-Don’t stop doing that, Rarity! Please, don’t stop!”

Rarity happily obliged, giving intermittent little tugs at Twilight’s mane at that one spot while continuing to thrust deep into her, delighting in the noises it got out of her. She gradually shifted her position and angle, to change things up, and then she hit a certain point inside the front-side of Twilight’s vagina in a certain way, causing Twilight to arch her back, eyes wide and jaw dropped, her breath catching in her throat. Rarity hit it again, and Twilight let out a scream of pleasure. She grinned.

“That’s your g-spot” she whispered in Twilight’s ears. “Another erogenous zone you didn’t know about, hm?”

She thrusted that way again while giving a tug to Twilight’s mane, and Twilight’s eyes rolled back in her head as the combination of stimulations briefly overwhelmed her. Rarity’s lips curled up in a smile as she panted and moaned while thrusting deep, hard, and fast in a way that brushed against or bumped Twilight’s g-spot with inward motion, all the while giving more little tugs and pulls on her mane at that one point at the base of her skull.

Twilight could barely think. The rapid waves of pleasure radiating out from two different parts of her body had her quivering as she gasped and moaned and squealed. The feel of Rarity’s warm, lean-muscled body on top of her, pressing her down into the bed, forelimbs wrapped around her, holding her close and in place; the feel of Rarity gripping her mane in her teeth and giving it little tugs, sending sparks of pleasure through Twilight’s head; the feel of the big, hot, hard cock thrusting deep and hard into her, stretching her inner walls, hitting her g-spot, occasionally brushing against her clit… She could feel her third orgasm of the night approaching, and judging by the changes in Rarity’s thrusts and vocalizations she was approaching hers as well. Rarity deepened her thrusts, her pelvis smacking against Twilight’s as she bottomed out over and over.

Twilight let out a moan that quickly rose into a scream as her climax hit. Her back arched, her entire body jerking and twitching as the powerful pulses of pleasure radiated through her. Rarity cried out as she came as well, her hips bucking slightly as she let loose deep inside Twilight, who could again feel the fantastic sensation of spurts of hot, thick cum coating and filling her insides accompanying her own climax.

When their orgasms finally faded, they both lay there, one draped over the other, both panting for breath and savoring each other’s warmth. Rarity peppered the back of Twilight’s neck with feather-light kisses, earning little pleased squeaks from Twilight. She pulled herself up and back, slipping out of Twilight and sitting on her haunches behind the girl. The area around Twilight’s pussy was soaked with juices, and her tail was off to the side, revealing the little pucker between it and her slit. After several seconds’ consideration, Rarity grinned as she decided how Twilight’s next orgasm would be brought about.

Twilight startled as she felt a sudden tingle, a small pulse of magic, in her backside, as unrecognized by her a spell cleansed the last 18 inches or so of her digestive tract of any waste material and harmful bacteria. Then, she gasped as she felt something hot and wet and slick circling and brushing against her sphincter, and she quickly figured out what it was.

“R-Rarity!” she squeaked. “D-Don’t lick there; it’s dirty!”

“No it isn’t, love” Rarity replied. “That little bit of magic I just used took care of that issue.”

Then, Twilight squealed as the tongue slipped inside her anus, sliding in a couple of inches. Rarity started wriggling and thrashing it around, while also occasionally thrusting it in & out, and Twilight let out several surprised, high-pitched moans and squeaks from the bizarre sensation. Rarity kept this up for about half a minute before pulling back, leaving Twilight panting and trying to figure out exactly what had just happened.

Rarity didn’t give her the chance. She mounted Twilight again and thrusted her magically-gifted cock into her pussy all the way to the hilt, holding it there for a few seconds. Then she withdrew, using some subtle telekinesis to ensure that some of the lubricating juices stayed ‘attached’ to her cock. She positioned the head at Twilight’s anus and started ever-so-slowly pressing it inward. Twilight instinctively tried to push it out… which actually made it easier for Rarity, as the entire head of the cock then slipped in. She slowly and carefully continued pushing the rest of the way, Twilight letting out little shuddering moans as she went.

Twilight felt totally helpless, the new sensation nearly overwhelming her. It felt so big, so very big, stretching her insides, making her feel so very full. But it didn’t hurt. It felt quite weird, certainly, but it was not painful. Soon Rarity bottomed out, and Twilight realized that the full, stretched-out feeling in her ass, the feel of a big, hard, hot cock buried deep in and pulsing with its owner’s heartbeat, felt pretty damn good once she started to get used to it.

Rarity, meanwhile, was letting out little whimpers and moans in the back of her throat. Twilight’s ass felt incredible – the heat, the near-crushing tightness, the unique ‘texture’ that differed from her pussy, the way it pulsed and constricted a teensy bit with each time Twilight’s heart beat… She wouldn’t exactly say it was better than Twilight’s vagina, but it wasn’t worse, either; it was like how (Good-Thing 'a') and (Good-Thing 'b') were both wonderful in completely different ways, vastly different from each other but neither one better than the other. She slowly pulled out, groaning as she felt Twilight’s insides trying to hold her in, stop her from leaving. Then she thrusted back in, hearing the faint *squish* of the lubrication that was near-totally drowned out by the simultaneous moans from her and Twilight.

Twilight pressed her upper body against the bed while sticking her rump and hips out & up as best she could, as Rarity started slowly thrusting in & out of her ass. It felt weird, and it felt amazing, the feeling of her ass being stretched out and slid in & out of becoming increasingly pleasurable the more it went on. Soon Rarity’s rate of thrusting had increased, using her forehooves to hold onto Twilight’s hips as she went, and Twilight was letting out sharp moans/squeaks with each thrust. Then Rarity reached a hoof down and started rubbing Twilight’s now-quite-wet-again slit, adding to the pleasure. They went at it like this for a few minutes.

Rarity started approaching her climax. To that end, she grabbed hold of Twilight’s hips with both fore-hooves and started thrusting into her fast and hard, bottoming out so her pelvis slapped against Twilight’s butt with each thrust. Twilight squealed and twitched and bucked her hips in rhythm with Rarity’s thrusts, and soon she felt her fourth orgasm of the night approaching. Soon, she cried out as she came, her vagina convulsing as shivers ran through her body. The sudden tightening of her ass was enough to set Rarity off, and she moaned as she came as well. Twilight could feel the load of hot, thick, gooey cum spurting out deep in her ass, coating her inner walls, filling her, and it drove her climax onward.

As the orgasms ebbed, the two mares again basked in the afterglow. Rarity gingerly pulled out of Twilight’s anus, popping free, causing Twilight to let out a little whimper. The younger mare then felt herself being pulled up into a sitting position, leaning back against Rarity, who softly stroked her belly with one hoof.

“One more, sweetie” she whispered. “One more, and then we’ll sleep in each other’s embrace. To finish up, we’re going to try a position that’s somewhat… different.”

She ‘petted’ Twilight like this for a bit, and Twilight could feel her hardening again, pressing against her rump. Then, she moved away and laid down on her back on the bed, legs open and spell-given cock standing tall, a half-lidded smile on her face.

“Now, darling,” she purred, “for our last run of the night, you get to be on top. This time, you get to control the rate and depth of the thrusting. Climb up and take position, dear~.”

Twilight did so, ignoring the faint (and somehow pleasant) soreness in her bottom, and positioned herself with her hips hovering over the erect cock. She slowly lowered until the head parted her folds, stopping to make eye contact with Rarity, who smiled at her. Twilight nodded, and then began moving her hips downward… and her legs gave out on her and she slipped, resulting in gravity taking hold and the entire thing sliding all the way in, up to the hilt, all at once rather quickly. Twilight let out a loud, long moan, her back arching and her body twitching, tongue hanging out and eyes rolling back. Rarity, meanwhile, let out her own cry of pleasure, her fore-hooves gripping Twilight’s hips as her own hips pushed upward a little.

After several seconds, Twilight braced her fore-hooves on either side of Rarity and started moving, her hips going up & down, finding her rhythm as she bounced atop Rarity, who moaned and cooed along with Twilight as the wondrous sensations rushed through her for the fourth time that night. When Twilight bent down to kiss Rarity as she rode her, the white mare happily returned the favor, using one of her fore-hooves to massage Twilight’s Cutie Mark and the other to gently stroke her back, her side, and her face as they kissed and fucked at the same time.

It wasn’t very long before both of them felt their fifth and last orgasms of the night approaching. Twilight braced herself and started slamming her hips down hard and fast, moaning loudly as she took Rarity’s cock all the way in each time, their hips smacking together. Rarity started thrusting her hips up to meet Twilight’s as they came down, adding to it. Twilight’s motions and vocalizations became increasingly frantic and erratic in the final few seconds, and then she slammed her hips down, taking the cock as deep as it could go, and screamed in pleasure as she came. Rarity came at the same time, crying out and pushing her hips upward as Twilight’s vagina squeezed and contracted in time with her ejaculations, milking her of everything she had left.

When it was over, Twilight fell forward, totally exhausted. Both of them were panting for breath, Twilight laying on top of Rarity, who was already holding her close, gently petting her. Rarity rolled the both of them onto their sides, holding Twilight close, and soon Twilight’s forelimbs came up to hug her back.

“Thank you for letting me be with you like this, Twilight” Rarity whispered.

Twilight tried to respond, but her exhaustion and the haze of pleasure still enveloping her meant she could only mutter incoherently. But the look in her eyes, already closing for sleep, spoke plenty. Rarity giggled, kissed her on the forehead, and within half a minute they were both asleep.

Author's Note

And here's my first clopfic. This is probably gonna have a looot of chapters, so stay tuned!

EDIT: There. I went back and edited the horribly humiliating FUCKFAILURE I made. Now, please, LEAVE ME ALONE AND STOP MOCKING ME ABOUT IT.

Next Morning

Next Morning – Twilight’s House
7:15 AM

Twilight woke up to a feeling of peace and warmth. She slowly opened her eyes, and her vision was filled by the sleeping face of Rarity, right beside her on the pillow, a little smile on her face. The memories of everything that had transpired last night came back to Twilight, and her cheeks flushed at the vivid recollection of it all. Right now, she was snuggled up close with Rarity, the two embracing each other in Twilight’s bed. Twilight moved her hips a bit, confirming that the ‘dispels when user is sleeping’ part of that spell worked. She sighed and snuggled a bit closer, closing her eyes and tucking her snout under Rarity’s chin. After several seconds, she felt a light kiss on her forehead.

“Good morning, Twilight” Rarity said quietly. “Mmm~… Last night was divine~… And I must say: waking up like this, holding close someone whom I hold dear, is lovely as well. How do you feel, sweetheart?”

“I feel… wonderful…” Twilight replied. “So relaxed… And being held and cuddled like this makes me feel… safe, secure, warm inside… I, uh, think my back might be a little stiff, though. Well actually, it’s been like that for a few days. I guess sex can’t help with that…”

Rarity chuckled, and then disentangled herself from Twilight. Twilight felt a little confused as Rarity rolled her onto her stomach, but then her forehooves started rubbing and kneading Twilight’s back, and Twilight moaned happily as the massage began easing the tension in her back. Rarity worked diligently and carefully, slowly working her way down Twilight’s back, feeling the stress leaving the girl’s frame. She reached Twilight’s flanks and the base of her tail, and Twilight’s hips started shifting around a little as a now-familiar feeling began to build: she was getting turned on by the massage.

Twilight let out a little whimper as Rarity kissed the spot on her lower back where her tail came out, and then began chaining kisses up Twilight’s spine. Moving her mane out of the way and kissing the back of her neck, softly kissing first one ear then the other, and then… Twilight gasped and shivered as Rarity licked the very base of her horn, where it joined with her scalp; she’d never even imagined her horn being a source of pleasure.

“Run a little magic through your horn, darling” Rarity said softly. “When it’s inert, there’s no feeling in a unicorn’s horn, but when there’s mana actively running through it…”

Twilight obliged, and her horn was swathed in a faint magenta glow. Then, Rarity ran her tongue up it from base to tip, and Twilight squeaked and moaned from the strange and powerful new pleasure it gave her. Rarity giggled as she scooted up near Twilight’s head, allowing her to better reach her target. She made a slow, winding lick up Twilight’s horn, her tongue tracing the fluting from bottom to top, and Twilight quivered and moaned from the sensations, her back leg twitching. A tiny pinprick of light had formed at the very tip of Twilight’s horn; Rarity flicked the tip with her tongue, and Twilight squealed in pleasure. Then she took the horn into her mouth, moving up and down, sucking it, and running her tongue all over it. Twilight twitched and writhed on the bed, whimpering and gasping and moaning from another strange new pleasure. Rarity gently reached a hoof out to stroke Twilight’s cheek as she did all this, and Twilight leaned into it.

After a couple minutes of this, Twilight felt the incoming orgasm building within her. Rarity deep-throated her horn while suckling it and sliding her tongue along the fluting, and that was enough. Twilight cried out long and loud as her climax hit, her vagina contracting rhythmically while the magic infused in her horn pulsed and surged in rhythm with her loins, each one sending a wave of pleasure through her head to accompany the ones from her crotch. Rarity felt as sparks of magic ‘spurted’ out into her mouth like from a small firework; it was insubstantial in nature, so there wasn’t anything to swallow, as the sparks dissipated nigh-instantly upon making contact with something, but each tiny spark caused a point of pleasant warmth wherever in her mouth or throat it landed.

When the orgasm faded, Twilight went limp, panting for breath. She moaned lightly as Rarity’s mouth slid off of her horn, and she leaned into Rarity’s hoof when she petted her on the head. After a few moments, Twilight sat up and looked at Rarity with a smile.

“You’ve done so much for me” she said. “…Can I… try repaying the favor for what you just did? Like, maybe I could try doing to you what you did to start things off with me last night?”

Rarity blushed. “…Okay” she replied, slightly nervously, after a few seconds. She lay down on her back, rear-legs spread open, thus revealing that servicing Twilight had turned her on a fair bit. Twilight felt her own cheeks going pink as she got a good look at Rarity’s womanhood, but she focused her thoughts to remember how Rarity had pleasured her into her first ever orgasm the night before. She settled into position, gripping Rarity’s hips between her hooves, and started with a slow upward lick from the bottom of the slit to the top. Rarity squeaked and gave a little moan, quickly deciding that someone else’s tongue felt so, so much better than her own hoof. Twilight, finding that she enjoyed the taste, licked again, her tongue pressing a little harder than this time, and Rarity moaned louder.

Twilight got into it fairly quickly, mimicking what Rarity had done to her last night; judging by the sounds Rarity was making, she was doing well. Once in a while, Rarity would give her a suggestion, and when she followed it the result was Rarity making another wonderfully sexy noise of pleasure and then praising her breathlessly. Twilight found and gave a little suckle to Rarity’s clit, and then her head was squeezed between Rarity’s well-muscled thighs, not quite hard enough to hurt but almost. Undaunted, she kept going, her tongue exploring every square centimeter of Rarity’s privates, even using that ‘stick in and wriggle’ trick that Rarity had used to drive her wild last night, to great effect.

It wasn’t too long before the pitch and volume of Rarity’s cries both rose. Twilight picked up the pace of her ministrations, and before long Rarity cried out, her hips trying to buck as she came, only to be held in place by Twilight, who continued to pleasure her throughout. When her climax eventually came to its end, Rarity lay there on her back, panting and making little happy noises.

Twilight sat up, licking her lips… and Rarity suddenly shot forward, hugging her tight. She rolled Twilight onto her back, and then leaned back and shifted into a new position, propping herself up on her elbows and entwining her tail with Twilight’s, scooching forward so their privates were close to each other; Rarity’s right leg was draped over Twilight’s left, with her left now underneath Twilight’s right.

“I’ve wanted to try this ever since I read it in one of my romance novels…” she said with a grin on her face.

She moved inward, her pussy pressing against Twilight’s. Both girls let out a little gasp from the sensation. Rarity then pressed in harder and started to turn her hips back and forth a little bit while grinding against Twilight, who moaned and pressed her head back against the pillow. The two continued to let out pleasured gasps and moans as Rarity upped her game, trying different methods to see what felt good and then exploiting them. Twilight soon braced herself and started pressing back, wiggling and moving her hips to further increase the pleasure. Their clits started rubbing together, and both mares cried out loudly in response, redoubling their efforts. It wasn’t very long before they both approached and then reached simultaneous climax, backs arched and hips bucking as they still pressed and grinded through the orgasm.

When it finally ended, they both collapsed on the bed, but Rarity soon gathered the strength to crawl over and embrace Twilight, who happily snuggled up. After several minutes of cuddling, they extricated themselves from bed and (at Rarity’s insistence) headed to the shower together.

-----SCENE BREAK-----

One Hour Later

Twilight sat on a cushion/seat in her living room, feeling the coat brush in Rarity’s telekinetic grasp gently working her back. Rarity had delighted in caring for Twilight this morning – during the shower, she had linked magic with Twilight and teleported over some of her best body wash, shampoo, and conditioner, and insisted on bathing Twilight, fussing over her and muttering about how the young librarian obviously didn’t take proper care of her mane. Then she’d made breakfast for the two of them, and now she was brushing Twilight’s coat. It was something Twilight wasn’t really used to, but she kinda liked being taken care of like this. Rarity was curled up next to her, as they awaited the arrival of the others after having teleported written summons to them.

Soon enough, there was a knock on the door. Twilight telekinetically opened it, allowing Applejack, Fluttershy, Rainbow Dash, and Pinkie Pie to enter.

“Gosh, Twilight” Fluttershy said. “Your mane looks really nice. And you look… I don’t know, it’s like something’s a little different about you. I-In a good way, I mean.”

“So what’s up, Twi?” Rainbow Dash asked. “Your letter said you had somethin’ to ask us?”

Twilight looked a tad nervous, but a smile from Rarity bade her forward. “I was recently selected by a magical research-and-development group up in Canterlot to help field-test a new spell they’ve created. Rarity has already… helped me, and I was wondering if you four would as well.”

“I don’t see why not” Applejack replied. “It ain’t anythin’ dangerous, is it?”

“No…” Twilight replied, averting her eyes and blushing.

“Oooh, it’s something blush-worthy?” Pinkie Pie chimed in. “It’s gotta be good! C’mon, tell us!”

And so she did, outlining the details of the spell she’d been given. By the end of it, Fluttershy’s face was bright red, with the others not far behind. Pinkie, in particular, looked fascinated by the concept.

“Wait” Dash said. “You said that Rarity has already helped you…” Her eyes widened, her blush deepening. “Is that why she’s here? You used the spell on yourself and-”

“Actually, Rainbow,” Rarity replied, “the spell hasn’t been perfected yet, so the caster cannot cast it on their own body. Rather…” she grinned. “She cast it on me, and then let me… have my way with her. It was amazing…”

“Yeah…” Twilight added in a dreamy tone, a dazed smile on her face.

Pinkie giggled. “That explains why you two are so snuggly this morning.”

“And…” Twilight continued, “I was wondering if maybe… you girls could ‘help’ me, too? I mean… I trust you girls more than anyone else in the world. And I… k-kinda do find you all… rather attractive… I didn’t say anything before because I was afraid of what might happen…”

“To tell the truth,” Fluttershy spoke up, “I’ve… t-thought you were really pretty and cute for a little while, too.”

Applejack and Rainbow, both blushing, nervously nodded.

“I gotta say, Twi,” Applejack said, “the idea of havin’ a roll in the hay with ya ain’t exactly a bad ‘un. The thought may’ve… crossed my mind a couple times…”

“I’ve kinda… caught myself staring at your flanks quite a few times, to be honest” Rainbow Dash confessed.

“Not as much as ya stare at Pinkie’s” AJ deadpanned.

Rainbow barely had time to blush from AJ’s remark before she felt Pinkie embrace her from behind.

“It’s okay, Dashie” Pinkie giggled. “I’ve had my eye on you for a while, actually. Oh, and the idea of having Bedroom Fun with Twilight sounds really nice, too.”

“You all would… Really?”

At the quartet’s nodding, Twilight couldn’t stop the cute little smile from forming on her face.

“Yes, Twilight certainly needs all the ‘special’ attention she can get” Rarity said. “Girls, last night I discovered that, before I ‘tended’ to her, Twilight had never before experienced an orgasm.”

Looks of shock were the response.

“N-Never ever?” Pinkie asked.

“Nope” Rarity replied.

“Not even from masturbation? Not even during her heat cycle?” Fluttershy asked.

“No.”

“Jeez!” Dash said, looking at Twilight. “No wonder you’re always so uptight! You been missin’ out, girl!”

“Oh, I get wound up if I go five days without” Fluttershy said. “To go several years is…”

“So… How many times did ya make ‘er cum last night, Rare?” Applejack asked.

Rarity smirked mischievously as she draped her tail over Twilight’s lower back. “Five. Plus two more when we woke up this morning.”

Applejack let out a low whistle. “That explains the ‘tired yet satisfied’ air to her right now.”

“So what order are we going to do this in?” Rainbow asked.

“Can me and Dashie be last?” Pinkie asked.

“Huh?” Dash turned to her. “Why?”

“Well… I kinda want us to have a couple days to ‘have fun’ with each other before we get to do Twilight. I mean, if we’re all gonna be doin’ sexy-sex stuff, I’d like you to be the first I have, Dash.”

Rainbow’s blush deepened just a little at the prospect of very-soon sex with Pinkie Pie, giving her first time to this bouncy, bubbly, beautiful mare who’d caught her eye… and whose eye she had apparently caught. “S-Sure” she squeaked out.

A big grin formed on Pinkie’s face, and she leaned forward and kissed Dash, who after a few seconds instinctively leaned into it.

“Great!” Pinkie chirped when she pulled away. “Come over to my place tonight, Dashie! Twilight, can I borrow one of those room soundproofing seals you’ve got? Don’t wanna wake up the Cakes when I’m makin’ Dashie cry out my name~” she finished with a sultry tone that made Dash’s wings stiffen a little.

“Sure thing” Twilight replied. “So… If Dash and Pinkie are gonna be after, what order should we do this in?”

“I guess I could be first” Applejack said with a light blush. “I’m free tonight an’ tomorrow mornin’.” She looked to Twilight and gave her a smile. “Lookin’ forward to havin’ ya, sugarcube.”

“Fluttershy can have her tomorrow” Rarity said, as she looked to her old friend. “You could introduce Twilight to some of those toys I know you keep hidden in your room, darling; I’m sure she’ll enjoy you using them on her.”

“Oh!” Fluttershy went beet-red at being found out, and at the mental images that Rarity’s words conjured. “U-Um… Okay. I’d be glad to!”

“And then you can get sexed up by Dashie, and then by me!” Pinkie said. “And then… well, we’ll think of somethin’!”

“…I never thought I’d be talking with my friends to schedule which of them gets to have sex with me in which order” Twilight said. “This is gonna be a weird week or so.”

“Weird, but awesome” Dash added.

Author's Note

Next chapter will be Applejack. It may be a while; I'm busy with college stuff, typing the next chapter of my other-site fic, and a Mass Effect 3 playthrough. ...Han'Gerrel is an impulsive idiot.

Applejack

(AN: I apologize. This chapter's long wait time, as well as its shortness and plain-ness, are all the result of having to bash through a sizable Writer's Block. Next chapter will have a little something new in it to make up for this one.)

9:30 PM

Twilight opened her front door, and then smiled. “Hi, Applejack!”

“Hey, Twi” AJ grinned nervously. “How’s your day been?”

“Good! Good… I’ve been a little nervous about… this… but I’ve been looking forward to it as well, to be honest.”

“So have I” Applejack said in her best ‘seductive’ tone as she made sure to brush against Twilight when she walked in. Judging by how Twilight’s tail twitched upward a little while her cheeks went pink, it worked.

‘Oh, yeah’ Applejack thought as she eyed Twilight’s flanks. ‘The more I think about it, the more I like the idea of bein’ in charge tonight. We’re gonna have some fun, Twi…’

“So what would you like to do first?” Twilight asked. “Eat something, watch a quick movie, or…”

Applejack removed the hair tie holding her tail, and then the one from her mane. Twilight watched, a little mesmerized, as AJ shook her head, letting her blonde locks swish about. She carefully placed her hat on Twilight’s work-desk, and then sauntered up to Twilight, giving her a seductive smile.

“To be honest, Twi…” she said, running her tail over Twilight’s flanks. “While I will gladly do that sorta stuff with ya some other time…” Her tail draped over Twilight’s shoulders. “Tonight, I would like to… get straight to the main event, if ya know what I mean…” She finished by using her tail to cradle and caress Twilight’s head and face.

“O-Okay” Twilight replied, feeling a slight sense of disappointment when Applejack’s tail pulled away. “Shall we… my bedroom?”

Applejack chuckled. “Lead the way.”

They made their way up the stairs and into Twilight’s room, the curtains again open to allow the Full Moon’s light to fill the room. They both hopped up onto Twilight’s bed, and before Twilight could ask what was first, she found herself pinned on her back, Applejack on top of her and kissing her. She let out a soft moan and closed her eyes as she kissed back, forelimbs going around AJ’s upper back to hold her. She made a pleasured whimper as Applejack’s tongue slid into her mouth, while her hoof slid under Twilight’s head and neck, supporting her while tilting her head back a little to deepen the kiss. Applejack let out her own happy little moan, and entwined her tail with Twilight’s.

When they finally broke apart, Twilight contented herself with staring into Applejack’s pretty green eyes for a few seconds. Then, she felt as Applejack’s hoof reached down and softly stroked her privates once, causing a whimpered moan to come from the back of her throat.

“Feels like you’re already turned on an’ ready to go” Applejack said with a grin. “That’s good, ‘cause so am I.”

Applejack then rolled off of Twilight and onto her back. “Lay on top of me, sugar – your bottom to my top, and vice-versa. I got somethin’ for us to do that Rarity says you an’ she ain’t done yet.”

Twilight obliged, lying on top of Applejack, feeling the short, soft, warm fur of Applejack’s chest being pressed against her belly while AJ felt the same from her. She looked down, and Applejack’s now-wet folds were right in front of her face; the scent was intoxicating, and she felt herself quiver a bit as a hot breath from AJ hit her own privates.

“Here’s how it works, hun” Applejack said. “You do me, and at the same time I do you. Let’s see who can make the other cum first.”

She then gave a slow lick to Twilight’s slit, earning a squeal from the girl. Twilight quickly recovered and did the same to Applejack, who made an appreciative little moan in response. They both started in, pleasuring each other while holding onto each other’s hips. Twilight found it a little difficult to keep focus on her ‘work’ with the still-new sensations Applejack’s tongue and lips were giving her, but she kept at it. The room was soon filled with various naughty sounds as they both got into it, enjoying pleasuring each other as much as they enjoyed being pleasured.

‘Rarity was right’ Applejack thought. ‘Twi does taste good’. She found and suckled on Twilight’s clit, and the unicorn briefly stopped her ministrations to throw her head back and let out a short scream of pleasure. After a few seconds, she resumed, and this time it was Applejack who moaned rather loudly as Twilight’s tongue circled her own little nub. They both redoubled their efforts, and before long they could feel climax approaching. Twilight came first, moaning loudly and quivering while being held in place by Applejack, who happily treated herself to the resulting excess of fluids. As soon as the waves of pleasure had weakened enough for her to focus, Twilight ‘attacked’ Applejack’s privates with gusto, her lips and tongue going everywhere. Another 10 or so seconds of this was enough to push AJ over the edge, the farmgirl crying out and trying to buck her hips a little as Twilight continued to lick and suck through her partner’s orgasm.

After Applejack came down from her climax, Twilight carefully rolled off of her, lying on her side next to her. Applejack lay splayed out on her back, panting for breath, for several seconds, before then getting up and turning around so she lay face-to-face with Twilight, reaching out with her fore-hoof and stroking Twilight’s cheek. After a few seconds of this, though, she moved up, and Twilight gasped and shuddered as the base of her horn was rubbed. Applejack moved up a bit and kept rubbing it, and soon Twilight felt as her mana channeled into and around her horn without her telling it to, though she didn’t really mind… especially when Applejack then licked it, sending a spark of pleasure through the now-sensitized horn.

Applejack took the horn into her mouth, sucking lightly while running her tongue all over it. Twilight let out a whimpering moan, and her back leg twitched; apparently, Rarity had given Applejack some tips/instructions. AJ made a soft humming moan, the vibrations adding a whole new stimulus for Twilight, and then started bobbing her head up and down, sliding Twilight’s horn in and out of her mouth. Twilight gasped and moaned and squeaked as the sensations overtook her, her hips starting to move in slow little grinding motions as she got into it. Applejack happily upped the rate of her motions, the sounds Twilight was making helping to keep her fire stoked. She paid attention to the gradually rising tone of Twilight’s moans and the tightening of her body, and knew it wouldn’t be much longer.

Twilight cried out, her body stiffening, and Applejack’s mouth was filled with pulses of harmless magical energy that created a pleasant tingly warmth in her head that was not too different from the warmth presently building in her lower belly. She continued to suck and lick as Twilight’s ‘horngasm’ went on, before finally it cut off and Twilight’s body loosened, leaving her to flop down on the bed, panting for breath. AJ pulled away, leaving one last kiss to the tip of Twilight’s horn, and then had a look at Twilight’s face – eyes half-open and a little glazed, and a cute little smile.

“Once you’ve caught yer breath, Twi,” she said, “I’d say it’s time for ya to cast that spell so we can get to the main event.”

Twilight nodded, propping herself up into a sitting position. She focused her magical energies, which were a bit wavery so soon after a horn-centered climax but nothing she couldn’t compensate for, and soon her horn lit up with mana again. Applejack sat up, and soon she felt Twilight’s magical energy enveloping her, gradually focusing between her legs. There was a flash of the magenta light of Twilight’s magic that made AJ squint her eyes shut, along with a strange new feeling coming from between her legs. When she opened her eyes and looked down, there it was: her very own penis, standing erect, sticking out from just above her slit. She blushed and gently touched it, and let out a little gasp from the resulting sensation.

Twilight took a good look at Applejack’s new dick. It looked to be a tiny bit shorter than Rarity’s, but also a little bit bigger around. She moved her head down and gave it a lick from bottom to top, enjoying the whimper and shudder this got from Applejack. She flicked her tongue against the sensitive head, and thankfully reacted quickly enough to avoid being poked in the eye when Applejack’s hips instinctively bucked in response. Then, she took the head into her mouth, slowly sliding her lips down the shaft, AJ’s moans driving her onward. She kept going until her snout made contact with AJ’s lower belly, feeling the tip of AJ’s cock deep in her mouth, being cradled by her tongue. She looked up, seeing Applejack with a blissed-out expression on her face, jaw hanging open just a little, cheeks flushed and eyes half-open. AJ looked down, making eye contact with Twilight, and the sight turned her on even more, her dick twitching a little in Twilight’s mouth.

Twilight ran her tongue all over AJ’s dick, causing the farmgirl to gasp and let out another little moan, her forehoof coming up to pet Twilight’s head; for some reason she couldn’t fathom, this made Twilight feel happy. Twilight then started moving like she’d done to Rarity last night, sliding Applejack’s cock in and out of her mouth, sucking lightly and licking it all over as she went. The surprisingly cute gasps and moans that Applejack made in response were incentive for Twilight to keep going, as was the strange physical pleasure she got from the act of giving fellatio. Twilight let out her own little moan as she picked up the pace, forehooves holding onto Applejack’s hips, pressing and rubbing her Cutie Marks, as she worked. She felt Applejack’s hooves gently gripping the sides of her head, and AJ mumbled a few nonsensical syllables as the pleasure continued to increase. When she felt the building tension in AJ’s lower body, Twilight put a little more intensity into her movements.

Applejack couldn’t stop from crying out as she came, filling Twilight’s mouth with hot thick cum that she happily gulped down, continuing to bob her head up and down a little to add a bit of extra pleasure to AJ’s climax. When it was finished, Applejack let out a long, satisfied sigh while gently petting Twilight’s head. Twilight released AJ’s dick and leaned her head against AJ’s stomach, only for AJ to pull her up into a tight hug and start trailing kisses and light ‘love nibbles’ along her neck. A pleasured groan came from deep in her throat as she felt her arousal building, and before long she could feel AJ’s magically-formed dick hardening again, pressing against her belly.

“H-How would you – Ooh~… like to do it first?” Twilight asked, even as AJ continued petting and kissing her.

Applejack chuckled, and then laid down on her back, legs spread and cock standing tall. “Ride me” she said softly, with a blush on her cheeks and a seductive smile.

Twilight licked her lips as she climbed up on top of Applejack, positioning herself just right so that their privates were just barely making contact, and were lined up properly. Then, she slowly, carefully lowered herself down, both girls letting out little moans from the sensations. Twilight realized that her initial assumption was correct: Applejack’s dick was a wee bit bigger around than Rarity’s, though it was also a little bit shorter. She kept moving down until she felt her lower lips contact Applejack’s pelvis, having taken the entire thing inside. She let out a sound that was half sigh, half moan, and she then wriggled her hips a little, making Applejack cry out and her hips twitch upwards.

“Twi…” AJ panted out. “This is amazin’… Ohhh, sweet mother of mercy… It’s so warm, an’ so soft…”

“I’m g…glad you like it” Twilight replied breathlessly. “Ohh, it feels so thick… Stretching me out…”

Twilight started moving up and down, and Applejack arched her back a little and moaned aloud at the strange new pleasure. She found her rhythm soon enough, ‘bouncing’ up and down, her and Applejack’s grunts and whimpers and gasps and moans filling the room. She moved her upper body forward a little, putting her weight on her forelimbs placed on either side of Applejack’s body, making eye contact with AJ as she rode her. Applejack smiled up at her, and Twilight matched the smile before then starting to move her hips a little harder, causing AJ to gasp and moan. AJ then thrusted her hips up, earning a squeak from Twilight.

“I l-Aah~… love the cute lil’ noises ya make, Twi…” Applejack said. “They’re s-somehow a… adorable and sexy at the same time… Ohhhh, I don’t think I can take much more…”

“Me neither” Twilight replied, before then taking it all the way in with each downward motion. “Oooh~! J-Just a… b-bit longerrr…”

They kept going, hips thrusting together, and Twilight then slammed her hips down as she came, and the feeling of Twilight’s orgasm gripping and squeezing her cock made AJ cum as well. Both girls cried out in bliss, Twilight grinding her hips a little so that her clit received a little stimulation, strengthening her climax a little. When their orgasms finally came to their end, Twilight collapsed atop Applejack, who quickly embraced her, the two of them panting from exertion and enjoying the afterglow.

“Wow…” Applejack said softly. “That was the best…”

“…Wanna go again?” Twilight asked.

AJ smirked. “I think I’ve got one more in me. This time, hun, you pick the position.”

Twilight got up on slightly-shaky legs, and Applejack scooted out of the way, over to the foot of the bed. She watched as Twilight lowered onto her elbows and knees while raising and sticking out her hips and backside, lifting her tail to fully expose her nethers. She looked over her shoulder at Applejack.

“Mount me?” she asked.

Applejack licked her lips, feeling her magical dick throb lightly in anticipation. She took position, placing her weight on Twilight’s back, and then she slid in. Both girls moaned from the sensation, Twilight pushing back a little to hasten the insertion. Once Applejack was almost all the way in, she pulled out just as slowly, and then started thrusting, letting the sensations gripping her dick and the noises Twilight made team up to stoke her fire and drive her onward.

Twilight was in bliss. Two days ago, she’d had no idea that this kind of pleasure even existed. Now, she was getting fucked by Applejack, a big hard cock sending little waves of pleasure through her system with each motion it made. And then, she felt as Applejack bent forward a little and gripped Twilight’s mane, at the base of her neck, in her teeth. She gave a tug, and Twilight let out a squeal that AJ found both erotic and adorable… and the sudden tightening of her pussy that accompanied it helped matters, too.

‘Rarity was right about that, too’ AJ thought. ‘Tuggin’ her mane like that must feel real good…’

AJ tugged again while also giving a particularly deep thrust, and Twilight let out a rather loud moan, also starting to move her hips back a little in time with AJ’s thrusts. AJ responded by thrusting as deep and as hard as she could, making Twilight squeal and cry out in unbound pleasure.

“Oh, yes!” Twilight shouted. “Just like that!”

At that rate, it wasn’t long before the two of them came, Twilight pushing and grinding her hips against Applejack as AJ came inside her, the wonderful warmth deep in her belly providing another source of pleasure for her. Applejack was enjoying it just as much, the spasms of her dick sending pulses of pleasure through her body; she wrapped her forelegs around Twilight, holding onto her tightly as she continued to pump semen into her.

When it finally ended, Twilight’s legs gave out and she collapsed, splayed out on her belly with Applejack lying on top of her. AJ rolled off after a little while, pulling Twilight into a snuggle.

“Sorry we couldn’t do more, hun” Applejack said. “I had some tirin’ work at the farm today, so I wasn’t at my best tonight.”

“That’s okay” Twilight giggled sleepily. “We can always do this again sometime when you’re at full strength. Then you can have your way with me as much as you want…”

AJ grinned. “I can’t wait” she said.

Before long, they both surrendered to post-coital exhaustion and fell asleep in each other’s arms.

Author's Note

Again, I am sorry for the shortness and vanilla-ness of this chapter. It was either this, or keep you all waiting an extra week or so while I painstakingly came up with more ideas for it.

Next Time: Fluttershy introduces Twilight to a wonderful thing called vibrators.

Fluttershy

Next Day – 10:00 PM
Fluttershy’s Cottage

Twilight walked up the cobblestone path that led to Fluttershy’s front door. As she walked, she briefly went over the day’s events in her head. After waking up cuddling with Applejack, the two had showered together and then eaten breakfast, before AJ then headed out to return to her home and tackle her morning duties. The rest of Twilight’s day had been fairly normal, almost dull, though the anticipation of tonight was always in the back of her mind. Around 8:30 at night, however, Pinkie Pie had showed up with her odd flying machine, requesting that Twilight cast two spells on her: the penis spell, and a Cloud-Walking spell strong enough to last until at least 10 AM the next morning. Upon being granted her request, Pinkie had hurriedly climbed aboard her machine and pedaled her way up towards Rainbow Dash’s cloud-house; Twilight couldn’t quite yet understand why she felt slight disappointment that Pinkie had taken off before Twilight could have a look at her new ‘equipment’.

Twilight’s thoughts came back to the present as she reached the front door and knocked. After a few seconds, the door opened, and Fluttershy’s expression of nervous curiosity changed to one of recognition and joy.

“Oh, Twilight!” she said. “I was afraid it was someone else. Please, come in!”

Twilight followed her in, instantly feeling comfortable in the cozy abode that Fluttershy called home. They made their way into the living room, and Fluttershy then leaned against Twilight, nuzzling her.

“I’ve… been thinking about tonight almost all day” she confessed. “At first I was nervous, but then I remembered that I’m going to be doing this with you, one of the ponies I trust most in the world.”

She walked forward a bit, and Twilight realized she now had Fluttershy’s long, silky-soft tail draped over her shoulders and neck. “Even though I still feel a little nervous… more than that, I can’t wait to get started! I even have a few of my favorite toys that I’d just love to share with you! …I mean, if that’s okay with you.”

“It’s f-fine…” Twilight replied with a blush as Fluttershy’s tail ran across her cheek in a caress. Fluttershy couldn’t help but giggle a little at the sight, as well as blush that she, of all ponies, could get such a reaction from anyone.

“Follow me, please” she said, as she led Twilight through her cottage and into her bedroom, where a bedside lamp provided illumination.

Twilight, following Fluttershy’s unspoken gesture, hopped up on the bed, and was amazed by how soft it was. Seconds later, Fluttershy was up with her, sitting very close. Fluttershy smiled at her and then kissed her tenderly, and Twilight couldn’t help but think of how soft her lips were, even as Fluttershy gently but insistently pushed her down onto her back, laying on top of her and deepening the kiss. Fluttershy let out a cute little moan as her tongue slipped into Twilight’s mouth, feeling a little thrill at how Twilight instantly submitted to her. Twilight’s forelimbs came up around Fluttershy’s body to hold her, slipping under her wings which were now unfolding upwards.

After a few minutes of making out like this, they broke the kiss, both of them panting lightly from arousal. Fluttershy had to admit: Twilight looked really cute right now, eyes half-open with a blush on her cheeks and her mouth open just a little bit. Fluttershy sat back, and a quick look down confirmed that both she and Twilight were turned on. She then crawled over to her bedside nightstand/drawer, opening the top-most drawer and rummaging around until she pulled out something. Twilight looked; it was a shiny metallic purple, cylindrical with a rounded tip on one end and a flat bottom with a little switch on the other. It wasn’t very long or big around.

“This is the one I usually start with” Fluttershy said. “Just lie back and let me introduce you to a whole new type of pleasure~…”

Fluttershy gripped the inactive vibrator with her hoof (unlike their hard-hoofed distant ancestors, modern ponies’ hooves were different and more flexible in structure, enabling them to grip some objects, though they lacked the opposable thumbs found in gryphons and dragons). She flicked the ‘ON’ switch, and it began buzzing and vibrating. She grinned as she then rubbed it against Twilight’s pussy. Twilight gasped, her hips lifting a bit off the bed in surprise, as the strange new sensation hit her. The buzzing, vibrating object that was slowly being slid up and down her slit caused a brand-new feeling that was both weird and really good. She moaned as Fluttershy pressed it against her a little harder.

Fluttershy smiled as she continued her ministrations, watching Twilight twitch and wriggle, hearing her squeaks and gasps and moans. She never once actually slid it into Twilight, simply rubbing it around and along her pussy, occasionally teasing her entrance. She pressed the vibrating head against Twilight’s clit, and Twilight squealed as her hips came up off the bed, trying to push back. After a few seconds she moved it down and continued what she’d been doing before, gradually picking up the pace. Twilight’s vocalizations slowly increased in pitch and volume over the next minute or so, the coiled-spring tension of an incoming orgasm building inside her. Sensing that she was close to the edge, Fluttershy positioned the vibrator so it was parallel to Twilight’s slit, and then pressed it inward, providing stimulation to the entire thing from bottom to clit.

Twilight cried out as her orgasm hit her, pulses of pleasure being magnified slightly by the vibrator pressed against her pussy. Fluttershy began slowly running the vibrator up and down, stimulating different parts as Twilight’s climax continued. She pulled away when Twilight’s climax finally faded, leaving the unicorn panting for breath, splayed out on the bed. After 30 seconds or so of recovery, she propped herself up on her elbows, staring in wonder at the vibrator Fluttershy still held, which was now turned off.

“That thing…” she panted “is amazing…”

Fluttershy giggled. “We’ve still got lots more to do, Twilight” she said.

“Should I cast the spell now?”

“Um… Sure.”

Twilight sat up, and focused her magic, concentrating on Fluttershy. Fluttershy gasped as she felt Twilight’s magical energy envelop her, focusing in between her legs. After a few seconds, there was a burst of magenta light. When it faded, Fluttershy looked down to find a penis standing erect from just above her clitoris. She touched it, and then shuddered from the feeling. Twilight took a good look; it was slightly toward the small end of ‘average’, having the girth of Rarity’s and the length of Applejack’s. But she knew that it would still feel nice and big inside her.

Twilight sat up and moved forward as Fluttershy leaned back against the bed’s footboard. Twilight gave Fluttershy’s new dick a few light licks, earning some cute little squeaks from the other girl, and then began taking it into her mouth, and Fluttershy let out a shuddering moan from the new pleasure. Then Twilight started bobbing her head up and down, taking it in and out, and Fluttershy cried out and arched her back a little bit. Twilight let out her own little happy moan as she worked; from what she’d gathered in those magazines she’d read, some mares didn’t like giving blowjobs, seeing it as a chore or a means to an end to ‘get to the good stuff’, but she had quickly realized that she liked – nay, loved – doing this. It was like her whole mouth – lips, tongue, palate, all of it – became a rather sensitive erogenous zone whenever she was using it to pleasure one of her friends’ cocks, providing her with almost as much pleasure as she was giving to them. Part of her suspected that, provided the right circumstances, she could maybe get off just from doing this.

Fluttershy continued to moan and squeak as Twilight tended to her. Her wings were sticking straight out, twitching slightly, and she reached a trembling hoof out and softly petted Twilight’s head. Twilight made a happy little noise, almost a purr, in response, so Fluttershy kept doing that. After a little while, Twilight started deepening her motions, taking Fluttershy’s dick all the way in her mouth with each downward movement and creating a little suction with each upward one. Fluttershy’s pleasured noises became a little louder as the sensations intensified, both fore-hooves lightly grabbing hold of Twilight’s head. Fluttershy felt her release coming quickly, and when she looked down Twilight made eye contact with her, staring into her eyes as she kept up her work. That was enough to push Fluttershy over the edge.

Fluttershy cried out and thrusted her hips forward as she came, filling Twilight’s mouth with cum that she gladly swallowed. Twilight kept making little up-and-down motions as Fluttershy came, adding a little extra to the sensations. After a while, the orgasm came to its end, and Fluttershy’s body relaxed, leaning her weight against the footboard as she let out a sigh, a smile on her face. Twilight let go and moved up to snuggle against her, kissing her neck a few times. She then reached behind and started stroking Fluttershy’s wings, making the other girl moan and coo. Before long, thanks to the fast-recovery function of the spell, she was hard again.

“How would you like to do me?” Twilight asked.

“Um…” Fluttershy considered her options. “H-How about from behind?”

Twilight blushed and smiled, and then got into position, lifting her tail so Fluttershy could see everything. A few seconds later, she felt the growing anticipation as Fluttershy mounted her, and then the wonderful feeling of the beautiful pegasus’ cock sliding inside her. Both girls moaned from the sensations, Fluttershy gripping Twilight’s body with her forehooves and bucking her hips forward a little to get all the way in. Twilight let out a happy little coo as Fluttershy bottomed out inside her, grinding her hips back against Fluttershy’s and reveling in the moment.

“S-So… good…” Fluttershy squeaked out. “Twilight… It feels so wonderful inside you… Aah~… C-Can I start moving now?”

“Yes” Twilight gasped out. “Please.”

Fluttershy nodded, and then pulled almost all the way out before thrusting back in again, causing both of them to cry out. She started thrusting, enraptured by the new pleasures it gave her, and the noises Twilight was making were a lovely extra turn-on. Twilight started pushing her hips back a little each time Fluttershy moved in, deepening the thrusts and increasing the pleasure a bit for both of them. After a little while, Fluttershy changed the angle of her thrusts a little, enough to start hitting Twilight’s g-spot; Twilight squealed in pleasure, her fore-hooves gripping the sheets.

It wasn’t very long before Twilight’s climax approached, her cries and moans getting louder and higher. Fluttershy was on the verge too, so to hurry things along she bent over Twilight’s back, gripped that one part of her mane coming from the back of her skull, and pulled. Twilight let out a squeal that became a scream as her orgasm hit, with Fluttershy’s joining her a second later. The girls’ cries of pleasure blended together, Fluttershy still thrusting inward a little with each spurt, while Twilight’s lower body quivered and twitched beneath her. When it was finished, Twilight collapsed onto her front, while Fluttershy pulled out and then lay on top of her, nibbling her ear.

“One more?” Fluttershy asked after a few minutes of cuddling.

“What do you have in mind?” Twilight replied.

“I’ve got another special toy that I’d like to share with you” Fluttershy said as she crawled over to the edge of her bed, reaching into the still-open drawer. “Lie on your back, please” she said as she searched.

Twilight flipped over onto her back, enjoying the close view of Fluttershy’s soft yet toned ass moving back and forth ever so slightly as she searched. After a few more seconds, the pegasus emerged, holding three pink vibrators, one larger than the other two, all connected via cords to a single control remote; on the remote was a sliding switch with positions marked ‘OFF’ (which it was currently on), ‘LOW’, ‘MED’, ‘HI’, and ‘MAX’. Fluttershy let out a little giggle as she saw Twilight’s expression. Then she rubbed the two smaller ones against her pussy for several seconds, getting them wet.

“Twilight?” she said in a voice like honey. “Could you be a dear and cast, on me and on yourself, the rectal contaminant-purge spell that Rarity told me she used on you during her night with you?”

Twilight, curious as to where this would go (and remembering that anal sex had felt unexpectedly good…), nodded and focused her magic. She and Fluttershy both jumped a little from the ensuing tiny split-second tingle in their behinds.

“Thank you” Fluttershy said. “Now…” she turned around, sticking her butt and privates up and lifting her tail, looking over her shoulder at Twilight with a blush. “Could you please insert these two vibrators into me up to the dark-red stripes toward their bases? This bigger one in my pussy, and one of these two smaller ones in my butt?”

“S-Sure” Twilight replied, telekinetically grabbing hold of the two devices. She slowly, carefully inserted the one into Fluttershy’s vagina, hearing the pegasus let out little squeaking moans, and then a content sigh as it reached its target depth. Then the other one was just as carefully slid into her anus, and Fluttershy shivered a little from pleasure. When it was done, she turned around to face Twilight, a hungry look in her eyes as she grabbed the last remaining vibrator. She bade Twilight to open and raise her hind-legs, and then she pressed the tip against Twilight’s sphincter, slowly pushing it in.

Twilight gasped as it slid in. It wasn’t as big as Rarity’s cock had been, and it felt different from an actual, live penis as well. But it still felt that odd combination of ‘strange’ and ‘good’ that she liked quite a bit. She let out a soft moan as it slid in up to the dark-red stripe toward the base. Fluttershy gently lowered Twilight’s legs a little, and the unicorn whimpered as she felt the vibrator shift slightly inside her ass. Then, Fluttershy climbed atop her, their chests touching and Fluttershy’s dick brushing against Twilight’s pussy, still holding the control in her hoof. She gave Twilight a seductive grin, and then slid the switch up to ‘LOW’.

Twilight’s breath caught in her throat and her eyes went wide open as the vibrator began buzzing inside her butt. She moaned from the combination of that and from Fluttershy lightly grinding her hips against her, her dick sliding along Twilight’s slit as she panted from arousal and pleasure as the two vibrators inside her did their work. Then, Fluttershy lined her cock up with Twilight’s pussy and pushed in, sliding in all the way to the base. Before Twilight could fully get used to it all, Fluttershy then flicked the switch up to ‘MED’. Both girls moaned aloud as the vibrators inside them increased in strength, combining with the feelings of one being hilt-deep inside the other to form a wonderful blend of pleasure.

Fluttershy started moving, sliding in & out of Twilight at a moderate pace while the vibrators buzzed inside them, both girls moaning and gasping from the sensations. Fluttershy bent down to kiss Twilight, tongue slipping inside of Twilight’s mouth and coiling around her tongue, the girls’ moans muffled by each others’ mouths until they broke away. Fluttershy started thrusting a little harder and faster, and Twilight’s moans got a little louder. Somehow, she discovered, Fluttershy maintaining eye contact with her through all this made it feel a little more intense, and more… intimate. The look of lust, desire, and love in Fluttershy’s beautiful eyes made Twilight feel even warmer inside, and she found herself smiling even as moans and gasps continued to spill from her lips. Likewise, the same look in Twilight’s eyes drove Fluttershy onward, strengthening her desire to make Twilight feel good.

After a little while of this, Fluttershy grabbed the control and slid the switch up to ‘HI’. Both girls gasped and moaned from the increased sensation, and when Fluttershy thrusted all the way in, Twilight squealed from that and the high-power vibrator in her butt. Fluttershy continued thrusting like that, letting out her own adorable-sexy moans and squeaks that melded with Twilight’s. Before long, she could feel her climax beginning its approach.

So she flicked the switch to ‘MAX’.

Fluttershy let out a squealing moan from the powerful vibrations of pleasure inside both her holes, and then she started thrusting into Twilight as hard as she could. Between the full-power vibrator in her ass and Fluttershy’s sudden intensity, Twilight was letting out screams of pleasure, forelimbs holding onto Fluttershy for dear life as the normally-gentle mare fucked her senseless. Not that she was complaining about Fluttershy’s uncharacteristic ‘aggression’; on the contrary, combined with the vibrator it was driving her wild, and she could feel her climax approaching very quickly, and it was gonna be a big one.

It only took a matter of seconds before both girls came, and came hard. Twilight wrapped all four of her limbs around Fluttershy, feeling the intensity of the hot, thick ejaculations hitting deep inside her. Fluttershy’s eyes were rolled back, tongue hanging out a little, as her pussy came so hard that her hips jerked with each contraction, while at the same time experiencing a similarly powerful male orgasm. Her entire body jerked and quivered with each pulse of pleasure, made even better as Twilight’s vagina contracted and squeezed her cock, wringing more out of her, and all the while the frantically-buzzing vibrators in her pussy and ass provided even more strong stimulation, as the one in Twilight’s ass did for her.

As the powerful synchronized climaxes finally came down, Fluttershy reached out with a shaking hoof and slid the switch down to ‘OFF’, and then collapsed atop Twilight, both girls panting hard. Twilight used the last of her strength to gently telekinetically remove the vibrators from herself and Fluttershy, both girls moaning lightly from the feeling of them being pulled out. Fluttershy reached out a wingtip and flicked the off switch on her bedside lamp, plunging the room into comforting darkness. They were soon asleep, in each other’s embrace.

-----SCENE BREAK-----

Next Morning – 7:40 AM

“Twiiiliiight~” a beautiful voice called to her in a sing-song tone. “Wake up, sweetheart~.”

Twilight groaned, opening her eyes to see Fluttershy looking down on her with a loving smile. She blushed lightly as the events of last night came back to her, and then returned Fluttershy’s smile, which resulted in the pegasus giggling and then nuzzling her. That nuzzle then turned into a trail of kisses down Twilight’s neck.

“It’s a little early,” Fluttershy said softly, “but I want to get you awake and aroused. There’s one toy that I didn’t get to use on you last night, since we both fell asleep before I could.”

Fluttershy then lay on top of Twilight, front to front, and continued kissing and licking along her neck and ears. Twilight gave a little moan as she felt Fluttershy’s thigh rub between her legs, and before long she could feel that now-familiar heat building in her lower belly. After a little while, Twilight was ready, so Fluttershy got up and rummaged through her bedside drawer one more time, coming out with a new and odd-looking device.

Twilight stared, a blush on her cheeks, at the thing Fluttershy had pulled out. It was obviously a vibrator, the phallic shape and the cord connected from the base to a control remote. If she had to guess by looking, it was as long as Rarity’s and as big around as Applejack’s. It had a slight curve to it, and it had little bumps and ridges here and there. But there were three odd protrusions to it – one a hump along the top, and the other two odd-looking parts that stuck out from near the base.

“This one is my absolute favorite” Fluttershy cooed, holding it up almost reverently in both hooves and nuzzling it with her cheek. “It’s the biggest one I’ve got. It has four power settings, just like the ones we used last night, but it also has additional portions for simultaneous g-spot, clitoral, and anal stimulation. …You’d best brace yourself, Twilight, because I’m gonna make you cum so hard with this baby…”

Twilight gulped, feeling a combination of nervousness and anticipation, the latter quickly overshadowing the former. Fluttershy gave her a look that was somehow both cute and seductive as she made her way down near Twilight’s loins, holding her favorite toy at the ready. Positioning it just right, she began to push it in, the sight of Twilight’s pussy swallowing it up turning her on. Twilight moaned and shuddered lightly as the toy entered her, going deep, stretching and filling her. She felt the ‘hump’ go inside, and soon she could feel it pressing against her g-spot. Just before the toy stopped going in, she felt something soft and curved come into contact with her clitoris, sorta cradling it, while another protrusion poked into her anus. Seconds later, her vision was again filled with Fluttershy, standing over her, holding the control in one hoof as she smiled down at her.

“I can’t wait to see how good this’ll make you feel” she said in a low, sultry tone. “Here we go~.”

She slid the switch up to ‘Low’, and Twilight squeaked as it began to buzz. The main body of the thing, vibrating throughout a significant portion of her pussy, was pleasure enough. But add to that the vibrating pressure against her g-spot, the buzzing ‘peg’ in her anus, and the ‘cradle’ holding her clit, and even on a low-power setting it was enough to make her hooves curl. She whimpered and moaned and panted, eyes half-open and filled with the sight of Fluttershy’s blushing smile.

“I’m glad you like it” Fluttershy said with a little giggle, and then slid the switch up to ‘Medium’.

Twilight moaned, her lower body trembling as the vibrations increased. Fluttershy lay down atop her and gently caressed her cheek, giving her a few kisses on her neck. Twilight felt as Fluttershy entwined their tails together, and then licked and sucked a spot on Twilight’s neck that drew a throaty moan from her and made her pussy squeeze the vibrator a little tighter. After a little of this, Fluttershy raised her head to look down at Twilight’s face, almost nose-to-nose, and with a big happy smile on her face.

“You’re so pretty when you’re in ecstasy, Twilight” she said softly, kissing the tip of her nose and then moving back down to kiss the front of her throat. Then, she grabbed the remote and slid the switch up to ‘High’.

Twilight squealed, her hips bucking a little, the further-intensified stimulation of her pussy, ass, and clit driving her wild. She panted and moaned and muttered nonsensical syllables, her hips gyrating a little bit, grinding against Fluttershy, who now looked even happier as she watched Twilight’s face intently, looking into her eyes (whenever they weren’t squeezed shut, that is). Fluttershy kept the setting on ‘High’ for another half a minute or so, feeling Twilight’s body beginning to tense up, readying for release. She leaned in close.

“Now, Twilight…” she spoke in a near-whisper, “my adorable… sexy… beautiful mare…” And she leaned in close to whisper into Twilight’s ear, drawing out every syllable. “Cum for me~…”

And then she flicked the switch up to ‘Maximum’. Twilight’s back arched, eyes wide and breath caught in her throat, as the stimulation of her vagina, g-spot, clitoris, and anus quickly overwhelmed her. Within a manner of seconds, she came, screaming out in pleasure as her hips convulsed, a frighteningly, wonderfully powerful orgasm ripping through her, her cry of ecstasy stopping only long enough for her to draw in breath for more. Her eyes rolled back a little from it all, and she was aware of Fluttershy grinding against her a little through it all.

When it ended after what felt like an eternity, Fluttershy switched the vibrator to ‘Off’, and Twilight went totally limp beneath her. Twilight took in deep gasps for air, panting in an attempt to cool her body off, the ‘aftershocks’ of heat and pleasure still moving through her. She lay like that for quite a while, and when she finally worked up the strength to open her eyes, Fluttershy’s pretty blue-green eyes filled her vision, sparkling with mirth and happiness.

“You’re beautiful when you cum” Fluttershy said. She briefly sat up and back to gently pull the toy out of Twilight, earning a whimpered moan from the girl, before lying back down on top of her.

“In a little while,” the pegasus said, “we’ll get up. I’ll bathe you and then make us breakfast. But for now, I just want to snuggle you, to hold you tight and feel your warmth.”

Twilight nodded; that sounded like a very, very good idea right now. She wrapped her shaking forelimbs around Fluttershy, hugging and being hugged by her as they lay together in the exquisitely soft bed. Twilight nuzzled against Shy’s face, and she giggled and kissed Twilight on the forehead, the two of them letting out a content sigh. Tonight, Twilight would be having fun with Rainbow Dash. But right now, she was with - she belonged - to Fluttershy.

Author's Note

I unexpectedly had the day off, and have finished my ME3 playthrough, thus I had plenty of time to work this chapter out. There may be another multi-day wait for the next one, sadly.

Rainbow Dash

9:50 PM

The hot-air balloon set down on the reinforced-cloud landing zone Rainbow Dash had sculpted/constructed for it, allowing Twilight – her body enveloped in a Cloud-Walking spell that should last until 12 hours and 10 minutes from now – to leap out and start making her way for the front door of Dash’s cloud manor. She knocked on the door, and after several seconds the door opened. Rainbow Dash’s face lit up in a smile.

“Hey, Twilight” she said. “C’mon in!”

If Twilight had to use two words to describe the inside of Rainbow Dash’s house, they would be “organized mess”. There was various clutter, things of all sorts all over the place mixed together, but it was all neatly out of the way, grouped together in surprisingly orderly ways. Her observations were cut short as Dash’s grinning face imposed upon her field of vision.

“Yeah, sorry my home’s not the cleanest place around” she said. “But I know where everything is, at least. So… Whaddya wanna do now?”

“Um… Pardon me for sounding so uncharacteristically bold, but… Could we go ahead and start?”

Dash’s grin grew bigger. “Sure thing!” she said. “Follow me; my bed’s still cleaned off from last night.”

“So how have your last two nights with Pinkie Pie been?” Twilight asked.

Dash blushed and smiled. “Amazing” she replied. “She’s really affectionate – loves to kiss me and cuddle me, both during sex and at other times. I always thought I’d hate that kinda stuff, but now that I’ve actually experienced it…”

“Anything I should know for tomorrow night?”

“Pinkie likes to talk dirty. She also likes to make her partner talk dirty. You’ll find out what I mean when she gets her hooves on you…”

They made their way into Rainbow Dash’s room, the wall adorned with several posters of the Wonderbolts and a few rock bands. Rainbow flew over onto her bed, and then gave Twilight a sultry smile, beckoning her over. Twilight trotted over and jumped up onto Dash’s soft bed (‘Are super-soft and comfy beds a pegasus thing?’ Twilight wondered), and Dash pulled her into a hug, her wings and forelimbs holding her close. Then Dash kissed her, and she moaned lightly and leaned into the kiss. The feeling of being the dominant one spurred Dash onward; sure, she loved submitting to Pinkie, but feeling Twilight submitting to her was just as good, the young unicorn responding to Dash’s light prompts by opening her mouth and gladly letting Dash’s tongue in. The heavy petting that ensued turned both of them on fairly quickly.

After a few minutes of making out, Dash pulled back. “Hey Twilight” she said huskily. “Let’s get to the fun. Lie down on your back, cutie.”

Twilight did as she was told, and she blushed as Rainbow Dash stared at her exposed, wet pussy, licking her lips. Then, Rainbow climbed atop Twilight, turning around so that her own privates were right in front of Twilight’s face. Twilight then squeaked with surprise as she felt Dash’s tongue begin running along her slit, and after a few seconds she grabbed hold of Dash’s hips and started returning the favor, hearing Dash let out a low moan in response. As she leaned forward and up a little to get a better reach, she felt as Dash’s tail shifted around to cradle her head; the surprisingly intimate gesture made Twilight’s heart flutter and her blush deepen, and she tried to replicate it with her own tail. Dash’s response was to lightly suck on Twilight’s clit, making her let out a high moan and dive into her own task with renewed enthusiasm.

Both girls’ moans and whimpers filled the room as they ate each other out, working to give each other as much pleasure as they could. Having accumulated a fair amount of experience in the past couple of days, it wasn’t long before they brought each other near the brink. Rainbow came first as a result of Twilight shoving her tongue in deep and thrashing it around, crying out as her loins quivered, wings sticking out and twitching with each pulse of pleasure. She then, her own orgasm still crashing through her, bent down and took Twilight’s clit between her lips, licking and sucking frantically. This pushed Twilight over the edge, her cries joining Rainbow’s in a duet of ecstasy.

As the orgasms ebbed, leaving the two panting for breath, Rainbow Dash moved with a burst of energy, sliding off of Twilight and positioning herself in a scissoring position, her pussy pressed up against Twilight. Then, she started pressing and grinding their hips together. Twilight squealed, still sensitive so soon after an orgasm, and Rainbow Dash let out a loud, happy moan as she picked up the pace of her motions. Twilight soon found herself repeating the movements, pushing back and grinding against Dash. Since they were both still close to their last peak, it took less than a minute before they came again, backs arching and hips bucking as they continued grinding their pussies together. They slowed down as the orgasm continued, allowing themselves to break contact when it was over, flopping down on their backs.

“Wow…” Twilight gasped out. “That was… intense…”

“Totally…” Dash replied. “You’re cute when you cum, Twi.”

Twilight giggled. “So I’ve been told. So… What next?”

“How about you use that awesome new spell of yours on me? I can’t wait to see what it’ll be like to be the one with the dick… not that I’m complaining about Pinkie fucking my brains out, mind you.”

Twilight made an amused grin at that, and then began casting the spell, focusing on Rainbow Dash. After several seconds, the usual flash of magenta light signaled the spell’s completion, and Dash looked at her new magically-formed penis. She slowly ran her hoof up and down it, shivering a little from the new pleasure this gave her. Twilight took a good look; it looked to be pretty much the same length and girth as Rarity’s. She licked her lips, and then bent down and licked the cock’s underside from bottom to top, causing Rainbow Dash to gasp and then make a throaty moan. She flicked the head with her tongue a couple times, and then began taking the cock into her mouth, sliding her lips down it. Dash let out a sighing moan, her hoof softly petting Twilight’s head.

Twilight started bobbing her head up and down, her tongue running all over Rainbow’s dick, and Rainbow moaned and pushed her hips forward a little. Twilight made her own little happy moan as she kept moving, the sensations sending little sparks of pleasure through her mouth. She moved faster, finding a quicker pace that made Dash gasp and moan a little louder. Then Dash started slowly rubbing the base of Twilight’s horn, and thus got to enjoy the little vibration on her cock from Twilight’s own moan of pleasure in response. After a minute or so of this, Twilight started moving faster and deeper, eager to make Dash cum. It was working, judging by the growing tension in Rainbow’s hips and the increasing pitch of her vocalizations. It only took a handful of seconds before Rainbow came, crying out and filling Twilight’s waiting mouth with hot, thick cum that she almost-greedily sucked out and swallowed, still licking Dash’s cock inside her mouth and sliding it between her lips to provide further stimulation.

When Dash’s first male-type orgasm came to its end, Twilight slowly pulled away, swallowing a couple times and savoring the aftertaste and the memory of the other sensations. Rainbow looked at her, still panting.

“Damn, Twilight” she said slightly breathlessly. “I’m gonna hafta remember some of the things you did to me for the next time I do it to Pinkie.”

“I don’t really know why I love doing that” Twilight replied. “I just… do. It turns me on, it feels really good for my mouth… and the end result doesn’t taste half bad, either.”

Rainbow chuckled. “So what next? The main event?”

Twilight nodded. “How would you like me?”

Dash smirked. “Get on your back, you sexy-cute little mare.”

Twilight blushed lightly, but then gave her best seductive smile as she laid her head on Rainbow Dash’s pillow, hind-legs spread open to reveal her waiting pussy. Dash grinned as her dick quickly became hard and ready again, and she took position, lining her cock’s head up with Twilight’s entrance. She pushed in, letting out a wavering moan with a big smile on her face, while Twilight moaned and reached up, hugging onto her as she slid in. When Rainbow was all the way in, she closed her eyes in bliss, and she could feel Twilight kissing the front of her neck.

“Ohhh~, no wonder Pinkie made those faces when she put it in me last night” Dash groaned out. “This is heavenly…”

After a few seconds savoring this wonderful new feeling, Rainbow started moving, thrusting in and out and enjoying the sounds Twilight made almost as much as the sensations it provided. Her wings were sticking up and out as she found her rhythm. Twilight moaned and squeaked and gasped as Rainbow fucked her, holding onto her and occasionally kissing her neck. As they both got into it, Rainbow changed her angle a little, enough to start stimulating Twilight’s clit with each thrust. Twilight’s moans became a little louder and higher-pitched in response, her hips starting to move a little in time with Dash’s thrusts.

They moved together like that for another minute or so before their climaxes began to build up. Rainbow started thrusting as quick and as hard as she could, feeling Twilight squirming with building energy and hearing her crying out in pleasure. After several more seconds of this, Twilight came, moaning quite loudly and holding tightly onto Dash. At the same time, Rainbow cried out and hilted herself in Twilight’s pussy, spurts of hot cum shooting out of her dick, being squeezed out by the rhythmically contracting flesh surrounding it.

When it was finished, Rainbow bent over Twilight, the two of them panting and looking into each other’s eyes. Dash bent down and planted a light kiss on Twilight’s lips, and then pulled out. Twilight whimpered lightly at the feeling of being empty, but she also basked in the warmth she could feel in her belly from the cum.

“One more?” Rainbow asked after she’d caught her breath.

Twilight nodded. “How now?”

“Hmmm… Could you use that one self-cleaning spell that Rarity said she used on you?”

Twilight instantly knew what she was talking about, and felt a thrill of anticipation at what it meant. She cast the spell, feeling the split-second tingle in her butt, and then looked Dash in the eye and nodded. She started to turn over, only for Dash to grab her hips to stop her.

“I wanna try it with you on your back” she said. Twilight nodded again, raising her hips up a little to provide easier access to her anus. Rainbow positioned her hard-again cock, still quite slick with Twilight’s juices, with the head barely poking its target.

“Pinkie hasn’t done this to me yet” Dash confessed. “Since I don’t really know how to make it good, let’s see if I can figure it out on the fly.” Then she slowly began pushing in.

Twilight made little shuddering moans as the lubricated penis slowly pushed its way up her butt, the hot, hard thing stretching her out. Rainbow kept going, slowly but surely, until she was all the way in. Twilight let out a happy little moan at the feeling of a big, long, hot, thick, heartbeat-pulsing cock deep in her ass, while Rainbow was panting, eyes shut, at the wonderful heat and tightness. She pulled out slowly, still aided by Twilight’s juices, and then thrusted back in. Twilight squeaked, and then moaned as Dash started moving, a slow but steady rhythm that very gradually picked up speed.

Rainbow reached out and grabbed hold of one of Twilight’s forehooves, moving it down between Twilight’s legs and placing it against her pussy. She started sliding it up and down, causing Twilight to squeak with surprise, but then she moaned as she started moving it on her own, masturbating her pussy as Rainbow continued to fuck her ass. The sight turned Rainbow on immensely, and her thrusts became a little faster and deeper, which in turn spurred Twilight on some more.

The pace continued to pick up over the next couple minutes. Finally, Dash grabbed hold of Twilight’s hips and started thrusting as deep and hard as she could, causing Twilight to let out short screams of pleasure, her hoof frantically rubbing and pressing against her slit. It was less than half a minute before Twilight came, arching her back and crying out loud. Rainbow followed a split-second later, and Twilight could feel the spurts of hot, thick cum deep in her ass, adding to the pleasure.

When it came to an end, Rainbow pulled out and then collapsed atop Twilight, the two of them panting from exertion, their bodies warm with post-coital bliss. They weakly got into a comfortable position, holding each other tight in the cool room, and soon drifted off to sleep.

Author's Note

Sorry we've got another short, vanilla chapter. I... kinda ran out of ideas for this one.

Next time: Pinkie Pie. I have something planned.

Pinkie Pie

10:00 PM

Twilight walked up to the front door of Sugarcube Corner. She was about to knock, when Pinkie Pie opened the door and greeted her with a big smile.

“Hey, Twilight!” she chirped. “You’re right on time! Come in, come in!”

As Twilight walked through the bakery/house, Pinkie leaned up against her.

“The Cakes are off visiting family for a couple days,” she said, “so we don’t need a Silencing Spell to be able to make all the noise we want…”

Twilight blushed lightly, and Pinkie giggled and nuzzled her. Pinkie led her up the stairs and to her room; with how Pinkie was like, Twilight was surprised by how orderly her room was. The bedsheets were currently light pink with darker pink hearts, and the pillow was designed to look like a fun-sized chocolate bar. Pinkie jumped up onto the bed, bouncing a little, and then Twilight followed (minus the bouncing).

Twilight barely had time to notice Pinkie moving before she pounced on her, pinning her to the bed and kissing her passionately. Twilight readily submitted, moaning lightly as Pinkie’s tongue slid into her mouth, exploring everywhere. She coiled her tongue around Twilight’s, pulled it into her own mouth, and sucked on it, causing Twilight to shiver from the new sensation. She ran her tongue along the roof of Twilight’s mouth, causing Twilight’s hips to buck a little. She started grinding her hips against Twilight’s, and both mares groaned from the sensation. Finally, Pinkie broke the kiss, both girls panting from arousal.

“If that was your mouth,” Pinkie said, “I can’t wait to see how good the rest of you tastes.”

With that, she began kissing and licking her way down Twilight’s body, starting with her neck and working her way down her chest. Twilight squirmed and whimpered as she went, feeling a sense of anticipation as Pinkie slowly drew closer to between her legs. She then gasped as Pinkie found a nipple, stopping to lick and suck it for a little while. She soon switched to the other one, giving it some attention as well and delighting in the squeaks and high-pitched little whimpering moans Twilight made. When she’d had her fill of fun with them, she moved further down, reaching her goal and starting with a soft kiss to Twilight’s clit.

Twilight squeaked, her hips jerking a little; Pinkie grinned at the reaction, and then grabbed hold of Twilight’s hips and got to work. Twilight moaned aloud as Pinkie ate her out with skill and eagerness, her tongue going everywhere, making little pleased noises at the taste. Pinkie randomized which parts of Twilight’s pussy she pleasured and never stuck to any one place for more than a few seconds, so Twilight couldn’t predict or get used to any one bit of it before she switched to another. Pinkie stuck her tongue inside Twilight’s vagina and wiggled it around, and Twilight let out a moan that was nearly a scream, her rear hooves curling. Then she shifted to Twilight’s clit again, holding her hips tight so she wouldn’t accidentally wriggle away.

Subjected to Pinkie’s skilled tongue, it didn’t take long before Twilight came, her back arching a little as she cried out. Pinkie happily lapped up the resulting fluids, continuing to lick and suck to prolong Twilight’s climax. When it faded out, Pinkie gave Twilight’s tummy a nuzzle, and then climbed on top of her and started kissing her neck. Twilight made a whimpering moan, one hoof coming around Pinkie’s upper back, holding her.

“Now, Twilight” she purred. “It’s your turn. Cast that spell on me so the fun can really begin.”

Twilight nodded and then sat up, Pinkie having a seat right in front of her, waiting anxiously. Twilight focused her magic on Pinkie, and within several seconds a flash of magenta light meant that the spell was complete. Twilight had a look… and her eyes went wide. Pinkie’s dick was big – longer than Rarity’s & Dash’s, and bigger around than Applejack’s. The prospect of doing things with it both scared and aroused her. She leaned down, giving it a slow lick from bottom to top along the underside, and Pinkie shivered and cooed from the sensation. When she reached the top, she took the tip into her mouth and began sliding it in. Pinkie made a happy moan.

“Oooh~, Twilight…” She cooed. “Your lips and tongue feel so soft and warm on my cock. It feels so good~.”

Twilight blushed at the praise, remembering that Dash had ‘warned’ her that Pinkie liked to talk dirty. The feel of Pinkie’s thick cock filling her mouth was really nice, and she kept going. When she reached the bottom, she could feel that the tip was almost touching her throat. She slowly pulled back, creating a little suction and sliding her tongue along the underside as she went, and Pinkie let out a shuddering moan, open lips curled up in a smile as she panted. Twilight started moving, sliding Pinkie’s big cock in and out of her mouth, sucking and licking it, making little pleasured noises as she went that were mostly drowned out by the louder ones Pinkie made. Pinkie shuddered and gasped and squeaked and moaned as Twilight picked up the pace.

“Ohh, yes~” Pinkie moaned. “So good… You’re good at this, Twilight!”

Twilight then felt as Pinkie started petting her head, spurring her on more. Her hips started slowly gyrating as she worked, tail held high, exposing her increasingly-wet privates to the cool air. She moved faster and deeper, and Pinkie moaned a little louder, bending down and planting a kiss on the tip of Twilight’s horn; her horn wasn’t currently channeling any mana, so she didn’t really get any pleasure from it, but the gesture was still nice. As things progressed, she steadily went deeper, until each downward motion brought Pinkie’s cock almost all the way in. She reached out one of her hooves and started rubbing Pinkie’s pussy, and the pink party pony squealed with delight, thrusting her hips forward (and almost triggering Twilight’s gag reflex).

After about a dozen more seconds, Pinkie came, moaning out loud as spurted out with force into Twilight’s mouth. Twilight let it fill her mouth for a little before swallowing, repeating the process a few more times while using her hoof to stroke the base of the cock, milking more out. When it came to its end, Twilight pulled away and leaned back, savoring the taste, while Pinkie let out a happy sigh. When she’d recovered a little, Pinkie had a look at Twilight’s pussy, which was very wet.

“Oh, my~” she said, leaning into Twilight to speak softly in her ear. “Did sucking my cock and swallowing my cum really turn you on that much?”

Twilight blushed. “Y-Yes” she replied quietly.

Pinkie giggled, and then grabbed hold of Twilight and laid her down on the bed, feasting her eyes on the pretty, sexy young mare awaiting her. She positioned herself over Twilight, but didn’t actually put it in yet. She rubbed the head against Twilight’s slit, delighting in the whimper this earned from Twilight.

“You’ve gotta tell me what you want me to do, Twilight” Pinkie teased. “Otherwise, well, I might not know what to do.”

Twilight let out a little pleading groan, quickly realizing what Pinkie was doing. But the thought of actually saying what Pinkie wanted her to say made her cheeks go bright red. “I… I want… y-your cock…” she whimpered softly.

“What was that~?” Pinkie said. “Did you say that you want my big, hard cock?”

“Y-Yes” Twilight whispered.

“And where do you want it?”

“In my… p-pussy”

“Really, now? You want me to put my dick into your hot, wet pussy?”

“Yes, please…”

“You’ve gotta tell me properly, exactly what you want me to do, or else I might not be able to do it…”

“I… I… I w-want you to put your big, hard cock into my hot, tight pussy and… f-fuck me with it!” Twilight begged, her face as red as a sunset from mortification at saying something so dirty.

Pinkie’s smiled got a little bigger. “Okie-dokie~” she sing-songed. Then, she started pushing it in.

Twilight gasped, eyes shooting wide open. Pinkie’s dick felt so big, stretching her out more than the others’ had. She let out a long, fairly loud moan as Pinkie continuously moved inward, not stopping until she was all the way in. In addition to her girth, it was also so long that Twilight felt it was only a hair’s breadth from her cervix. She panted, her entire body quivering lightly, as her forelimbs wrapped around Pinkie’s body, holding her tight.

“Aaah, Twilight~…” Pinkie moaned. “Your pussy’s so hot, and wet, and tight, and soft… It’s swallowing me up… It’s sooo gooood~… H-How does my cock feel? Tell me.”

“It…” Twilight squeaked out. “It’s so big, and hard, and hot… I can feel it reaching so deep, spreading me, filling me…”

“Do you liiike~ it?” Pinkie asked, making her cock twitch a little inside Twilight.

“Ah~! Y-Yes! I love it! I love f-feeling your cock inside me, Pinkie!”

Pinkie grinned as she slowly pulled out, and then thrusted back in, making both of them moan out in pleasure. She started moving, and Twilight surrendered herself to the pleasures of being repeatedly penetrated by a dick of such size. Pinkie captured Twilight’s lips in a deep kiss, muffling the moans and squeaks the two of them made as they coupled, Pinkie’s tongue filling and ravishing Twilight’s mouth just as her cock did the same to Twilight’s pussy, providing the submissive unicorn with double the pleasure. Twilight allowed the waves of bliss to wash over her, allowing Pinkie to claim her as her own.

After a few minutes, Twilight felt her climax coming up on the horizon. However, before it could go anywhere, Pinkie changed her thrusts, slowing down and making them much shallower – nowhere near enough to make Twilight cum. Twilight let out a near-anguished groan.

“What do you want me to do, Twilight?” Pinkie asked her teasingly.

“F… Finish it” Twilight replied.

“You’ll have to be more specific than that, sweetie-pie.”

Twilight’s blush deepened as she realized what she had to say. “I w-want you to make me cum! I wanna feel your big, hard cock throbbing inside my pussy, and feel your hot cum spurting out inside me!”

“Good girl…” Pinkie purred, and then started thrusting hard and fast.

Twilight squealed with each thrust, feeling Pinkie’s cock reaching deep. Pinkie’s own cries of delight grew louder as well, her hips going wild as she brought Twilight and herself closer to orgasm. Finally, Twilight screamed out, back arching as pulses/waves of pleasure rushed through her. She heard Pinkie moaning loudly, and felt the hot, forceful spurts of cum deep inside her, filling her with wonderful warmth. Their synchronized orgasms lasted a fair while before stopping, leaving the two of them panting for breath. Pinkie pulled out, rolling onto her side next to Twilight.

“I’ve still…” Pinkie gasped out “got another one in me… Just… gimme a sec…”

After about a minute of recovery, both girls sat up; Twilight could still feel the warmth of Pinkie’s cum inside her. Pinkie smiled seductively and stroked Twilight’s cheek with her hoof.

“How do you want it this time, cutie-pie?” she asked.

“Um…” Twilight murmured. “From behind?”

“Oh~? You want me to bend you over and fuck you from behind? Like an animal? Is that it?”

“Y-Yes…”

Pinkie giggled and kissed Twilight on the nose. “Sure thing, Twilight. Take your position, please.”

Twilight got on her elbows & knees, tail raised high to expose herself. Pinkie licked her lips at the sight, and then mounted her. Twilight moaned loudly as Pinkie slid inside her again, the big cock making her feel full in the best way. Pinkie soon started moving with gusto, and Twilight cried out with joy as Pinkie fucked her.

“You love this, don’t you?” Pinkie said in a ragged whisper. “You love sex.”

“Yes… Yes!” Twilight cried out.

Pinkie chuckled. “That’s right. You’re a perverted, naughty, dirty girl who loves being fucked! Aren’t you, Twilight?”

“Uh… I…” Twilight gasped out, suddenly feeling very self-conscious. She squeaked as Pinkie thrusted particularly hard, but then took the slow-and-shallow pace from earlier. “Y-Yes, I am!” she cried out, face beet-red and eyes growing moist with unshed tears of shame. “I’m a d-dirty, perverted, naughty little girl who loves sex, who loves cumming, who loves being fucked!”

“Yes, you are” Pinkie purred into Twilight’s ears. “And that’s a good thing.”

“H-Huh?”

“It’s a good thing that you love sex so much, Twilight. There’s nothing wrong with it! It’s good that you love sex, because we love giving it to you! All of us girls! We love making you feel good, making you cum! We love doing these things with you, Twilight, and we’ll keep doing them as long as you want, because we love you!”

A tearful smile formed on Twilight’s face, even as she continued crying out in pleasure from the thrusts. “P-Pinkie…”

“You’re our cute, sexy Twilight! And right now, you’re my cute, sexy Twilight! So I’m gonna make you feel so, so good because that’s what you deserve! I’m gonna make you scream with pleasure!”

“Ohhh~, Pinkieee~! T-Thank you! So much! I… I c-can feel it coming!”

“Tell me what you want, my Twilight! Tell me right!”

“Grab my hips and fuck me as fast and as deep and as hard as you can, Pinkie! Make my pussy squeeze your big, hard cock like life depends on it! Fill me up deep with lots and lots of your hot, thick, gooey cum! Make me cum!!”

Pinkie did as she was asked, thrusting deep and hard into Twilight, the both of them crying out loud in pleasure as their orgasms approached. When it finally hit, they both screamed in ecstasy. Pinkie hilted herself all the way in as Twilight’s pussy frantically squeezed burst after powerful burst of cum out of her dick. Twilight’s eyes rolled back a little in her head, mouth open as she cried out in rapture, the feel of the jets of cum hitting her insides strengthening her climax. She felt as Pinkie bent forward and tugged on her mane in that one spot, giving her in-progress orgasm another boost. Their hips quivered and jerked as the pulses of pleasure shot through them.

When it finally ended, they both collapsed onto their sides, Pinkie spooning Twilight as the two gasped for breath. With her last bit of strength, Twilight rolled over so she was facing Pinkie, who immediately pulled her into a warm, tight hug that she quickly returned, the two of them basking in the afterglow. They shared one last kiss, and then fell asleep in each other’s arms.

Author's Note

Next chapter's gonna be kinda long, so it might take a while.

Group

9:15 PM

Twilight finished up the last of her meal, sitting at an outside table at one of Ponyville’s restaurants. The day had been a little exhausting mentally, as she had spent most of it pouring over a set of spells that she’d been neglecting to read up on the past few days. She’d almost forgotten to head out and eat, mainly because Spike – who normally reminded her to not accidentally skip meals – was still out of town until tomorrow afternoon. Alerted by her grumbling stomach, she’d set out and fed herself. Now, she could head home.

As she approached her home a few minutes later, she saw that the lights were on. When she opened the door and walked in, she found the others waiting, and some cushions and pillows spread out over the floor.

“Girls?” she asked. “What brings you here?”

“Well, Twilight,” Rarity replied, “We were discussing how much we’ve enjoyed what we’ve been doing with you these past few nights…”

“And we were trying to think of things we could do to make it even better…” Fluttershy continued.

“So we came up with the idea of all coming together with you at once…” Dash added.

“To all have sexy fun-time with you together!” Pinkie finished. “Time for a sixsome!”

Twilight blushed, eyes wide at the implications and the mental images.

“Are you… not okay with the idea, Twi?” Applejack asked.

“Huh? O-Oh, I’m not thinking that at all!” Twilight assured them. “The thought of… having an audience for sex is a little scary, but… it’s sort of alluring, too. Especially if it’s you girls…”

“If you’re up for it,” Rainbow said, “then come over here with us.”

Twilight nodded, her cheeks flushed pink, as she walked over to the others, who were all smiling at her. Already she could feel her body heating up, her heartbeat going faster. Rarity walked up to her with a seductive smile, and then kissed her. Twilight made a quiet little moan as she and Rarity sat down, her eyes fluttering closed as she melted into the tender kiss, feeling Rarity’s fore-hoof come around to support the back of her head and tilt it back to deepen the kiss. She heard movement, and just as Rarity’s tongue slipped into her mouth she felt gentle hooves and lips begin caressing her – light kisses and non-painful nips on both sides of her neck, two hooves coming around her midsection to rub her tummy, another two petting her chest, two more applying pleasurable pressure and circular motions on her Cutie Marks, a pleasant licking and nibbling of one of her ears, and one more hoof circling the base of her tail and petting her rump.

She moaned happily from all the pleasurable ministrations, feeling her arousal begin to grow. Then, she let out a squeak as she felt another hoof – Rarity’s free one, judging by the angle – reach down and start gently rubbing her pussy lips. She whimpered into the kiss, feeling Rarity’s smile, as all the soft, gentle hooves petting her all over the place worked to turn her on more and more. After another half a minute or so, everyone pulled away, and Twilight was then lowered onto her back on top of one of the cushions. She opened her eyes and looked down, and saw Pinkie Pie taking position between her spread-open legs, a grin on her face.

“I get to taste you two nights in a row” Pinkie said. “I’m a very lucky girl.”

Then she grabbed hold of Twilight’s hips and started licking, and Twilight let out a surprised squeal, having had no real time to prepare. She whimpered and gasped as Pinkie began eating her out with enthusiasm, and as she looked around herself she saw Rarity, Rainbow Dash, Applejack, and Fluttershy all watching the show with blushing smiles. The knowledge that they were watching this so intently made her body feel even warmer than what was usual for this activity, especially her face. She moaned loudly as Pinkie thrashed her tongue around inside her pussy, and then let out a sharp gasp as she felt two more sets of lips begin licking and sucking at her nipples. She looked down, seeing Applejack and Rainbow Dash happily tending to her teats while Pinkie continued her cunnilingus. Then, Rarity and Fluttershy lay down on either side of her and began nuzzling and kissing her neck while a hoof from each of them started rubbing and stroking her chest and belly. What’s more, Applejack and Dash each reached down and started caressing the insides of her thighs, while Pinkie Pie’s hooves started rubbing and pressing on her Cutie Marks.

Twilight’s moans were music to her friends’ ears as they petted and pleasured her. Pinkie’s tongue continued its randomized work, while AJ & Dash’s near-synchronized licks and suckling were supplemented by the gentle caresses of her thighs and tummy. Twilight gasped and moaned at a steadily-increasing pitch, all this extra stimulation driving her towards climax rather quickly. The others could feel the increasing tension in her body, and so they ramped up their ministrations. Finally, Dash and Applejack sucked on her nipples at the exact moment Pinkie did so to her clitoris. That was enough to send Twilight over the edge, screaming in pleasure as she came. Everyone continued kissing and sucking and licking and petting her through her orgasm, providing extra stimulation as she twitched and moaned.

When it was over, everyone withdrew, sitting in a sorta-circle around Twilight as she panted for breath. When she opened her eyes and finished catching her breath after around a minute, she blushed as she saw them all watching her.

“Now we’ve got a special treat for you, Twilight” Fluttershy said.

“It took me hours of study before I was certain that I could pull this spell off” Rarity said as she stepped forward.

“What spell?” Twilight asked.

In response, Rarity grinned and then began focusing her magic, her horn glowing with blue energy. Twilight felt Rarity’s magic envelop her, focusing downward between her legs. There was a flash of blue, and when it faded Twilight looked down and was quite surprised to discover an erect penis sticking out from just above her clitoris. It looked to be as long as Rarity’s & Dash’s, and as big around as Applejack’s. She reached out and touched it, and then let out a sharp gasp at the new sensation. She was then grabbed and gently but firmly positioned by the others, now sitting up and leaning back against her couch. She watched as Fluttershy kneeled down between her legs, giving her an adorable blushing smile.

Twilight squeaked and gasped, throwing her head back, as Fluttershy gave her new cock a long, slow lick from bottom to top. The feel of the gentle pegasus’ hot, wet tongue sliding up the sensitive underside of her dick made Twilight’s eyes roll upward just a little bit, and she let out a long, deep moan as Fluttershy took the head into her mouth and then slowly slid town, taking the entire thing in. Fluttershy’s mouth felt exquisite – her soft, wet lips engulfing the cock while her tongue licked all over it inside her mouth. Twilight let out a few soft whimpering moans from the new sensations, and then a louder one when Fluttershy started bobbing her head up and down, mimicking what Twilight had done to her a few nights ago. Twilight found her hoof coming up to caress Fluttershy’s cheek as she worked, and she leaned back against the couch, pushing her hips out a little more.

‘Twilight was right’ Fluttershy thought. ‘This does feel good’. She made a happy little moan as she licked and sucked and moved, feeling Twilight’s hot dick twitching a little in her mouth. Twilight made a cute little squeal as Fluttershy teased the opening at the tip with her tongue for a few seconds before returning to the up-and-down motions, now moving a little faster and deeper. Twilight could feel tension starting to build in her loins, and she knew what was coming. When Fluttershy started deep-throating her, taking the entire cock into her mouth with each downward motion, she only lasted a handful more seconds before she hit her peak.

Twilight let out a loud, high-pitched moan, her hips twitching and jerking as she felt spasms of hot pleasure shooting through her dick. She felt the stickiness and heat of her own cum filling Fluttershy’s mouth, and then the brief tightening of the mouth as Fluttershy swallowed. More spurts of pleasure shook her body for a little while longer, before tapering off. Twilight let out a long, content sigh as she leaned limply back against the couch. Fluttershy pulled away, swallowing one last time and making a little happy moan like one would expect after eating something good… which was pretty much what had happened, for her.

“So how was your first ejaculation, Twilight?” Pinkie asked.

“Wow~…” Twilight replied breathlessly. “It was… It was wow…”

A few of the girls giggled at that.

“You should be ready to go again in a moment, dahling~” Rarity said. “That’s good, because now you get to experience the next level…”

Twilight opened her eyes, and her face flushed as she saw Rarity lying on her back on a cushion, smiling invitingly at Twilight with her hind legs spread open, revealing her (rather wet) pussy.

“Come here, love,” she said, “and be my first.”

Twilight gulped as she stood up and walked over on trembling legs, climbing up and laying her front half on top of Rarity, who kissed her, as her back legs stood, her dick’s head hovering near Rarity’s slit. She pushed forward but missed, both girls letting out a little hiss of pleasure as Twilight’s cock slid upwards against Rarity’s lower lips. When Twilight pulled her hips back and readied to try again, she felt a hoof gently grab her cock and position it so the tip was touching something hot and wet.

“There ya go, Twi” Applejack said softly, giving Twilight a kiss on the cheek. “Try now, hun.”

Twilight nodded and then slowly, carefully pushed her hips forward, and this time she gasped as a magnificent, wonderful wet heat and soft tightness enveloped her cock. Rarity’s beautiful, almost harmonic moan of pleasure added to the effect, joining Twilight’s own as she slid further in. Twilight soon bottomed out, her entire dick being surrounded and gripped by Rarity’s hot, soft, wet, tight pussy. Rarity let out a cooing moan, her forelimbs going around Twilight’s neck, holding her.

“How’s your first pussy, Twilight?” Pinkie asked.

“Ah… Aahn~…” was Twilight’s inarticulate reply, tongue hanging out a little.

Pinkie giggled. “Translation: she loves it.”

Upon gathering herself, Twilight slowly pulled out and then thrusted in again, earning twin gasping moans of pleasure from her and Rarity. She started moving, finding a rhythm that felt natural to her. It was amazing; every time she pulled out, it was like Rarity’s pussy would desperately try to hold on and keep her in, and when she thrusted in it welcomed her with a loving embrace. Rarity pulled her down and kissed her passionately, running her hooves all over Twilight’s back as they coupled, Twilight’s hips never slowing down. After a little while, Twilight could feel that building pressure again, only for it to stop at a certain point as the spell waited to ensure synchronized orgasm. To hurry Rarity along, Twilight started thrusting as deep and fast as she could, causing Rarity to scream out in pleasure with each thrust. It took less than 15 seconds of this to make Rarity cum.

When Rarity climaxed, crying out in ecstasy, the feel of her pussy clenching down and contracting rhythmically, squeezing Twilight’s dick, was overpowering, and Twilight came even harder than she had from Fluttershy’s blowjob, her hips jerking as she buried her cock hilt-deep and began pouring her cum into Rarity. Rarity loved the feeling of Twilight’s hot, thick cum spurting into her, and it drove her climax forward. Her moans and gasps were partially muffled as she bent up to kiss and suck on Twilight’s neck, while Twilight’s shuddering moans continued to spill forth from her lips.

Their orgasms tapered off, leaving them panting as they both lay on the cushion, one atop the other. Rarity gave a quiet moan of delight as she kissed Twilight tenderly, the kiss continuing even as Twilight pulled out of her. The kiss broke after several seconds, and Rarity smiled as she stared into Twilight’s eyes.

“Magnificent…” she whispered.

“Twiiiliiight~” a soft, melodic voice sing-songed from off to the side.

Twilight sat up and looked, and was met with the sight of Fluttershy presenting herself to her – front down on a cushion, wings spread, ass up, legs spread, tail raised, her face looking over her shoulder at Twilight with a blushing smile. Twilight felt her mouth watering and her dick twitching slightly at the sight, and she slowly walked over to behind Fluttershy. She climbed up, mounting Fluttershy, who let out an almost-birdlike coo in response. She could feel that Fluttershy was actually trembling with nervousness, so she bent down and nuzzled the back of her neck, which seemed to help a little. Then she pressed the head of her cock against Fluttershy’s slit, and slowly pushed in.

As Twilight slid in deep, Fluttershy let out a happy, squeaking moan that was somehow both erotic and adorable at the same time. Fluttershy was enjoying this even more than she thought she would; sure, her vibrators were wonderful, but they couldn’t be accurately compared to a real penis, warm and soft-yet-hard and pulsing & twitching and alive. She felt Twilight bottom out inside her, stretching her out, filling her. Twilight let out a soft moan of her own; she now knew that when it came to doing it from behind, it felt different from face-to-face (though still equally good) for both the giver and the receiver. She started moving, delighting in the sensations and in the noises Fluttershy made.

As Twilight got up to speed, little moans and gasps coming out of her and Fluttershy’s mouths, she looked at Fluttershy’s big, beautiful wings, spread out wide and sticking up a little. Without really knowing why, she bent down and grasped the base of Fluttershy’s wing between her lips, running her tongue up and down it. Fluttershy squealed with pleasure.

“Ohhh, do it again! Do it again!!”

Twilight obeyed Fluttershy’s request, running her lips and tongue along the base of one wing, then the other, back and forth. The volume of Fluttershy’s moans and squeals increased noticeably, especially when Twilight pressed her lips into the sensitive flight muscles between Fluttershy’s wings while also deepening her thrusts, causing her to almost howl in pleasure, the now-familiar ‘eyes rolled back, tongue out’ expression on her face.

“Yeah, Dashie loves it when I do that, too” Pinkie said.

Seeing that Twilight was having a little trouble bending enough to tend to Fluttershy’s wings while fucking her, Rarity walked up and took over the former role, licking and lightly nibbling on Fluttershy’s sensitive wings and freeing Twilight to focus fully on thrusting her cock into the girl. Fluttershy was in bliss, the pleasure from her pussy and her wings leaving her unable to do much more than weakly push her hips back in time with Twilight’s thrusts, trying to deepen them. Twilight responded by thrusting all the way in, moving fast and hard. Then Twilight reached out and gripped a spot on Fluttershy’s mane at the base of her neck and gave it a little tug, and Fluttershy let out a loud cry of pleasure. With the mane-tugging, the wing-licking, and the hard fucking, it was only a matter of seconds before Fluttershy came.

Fluttershy screamed in ecstasy, cumming harder than she ever had before. Twilight cried out as well, as Fluttershy’s pussy wrung an orgasm out of her, contracting in rhythm with the ejaculations. Meanwhile, Rarity continued to lick and rub the bases of Fluttershy’s wings while also applying pressure to the spot between them, enjoying how the wings shivered and twitched in her grasp. Fluttershy’s orgasm was strong enough that it kept going a handful of seconds after Twilight’s had finished, and when it was done Twilight pulled out and fell back into a seated position, while Fluttershy flopped down onto the cushion, panting for breath, her body still quivering. Rarity gave her one last feather-light kiss between her wings, and she responded with a weak, happy moan.

“Wow, Fluttershy” Pinkie said with a grin. “That looked like a doozie!”

“Mneh~…” Fluttershy murmured, a huge dopey smile still on her flushed face.

As Twilight caught her breath, the quick-recovery aspect of the penis spell ensuring that her dick was already hardening again, she was hugged from behind, and a lock of curly pink hair fell into the corner of her vision.

“My turn~” Pinkie purred.

Twilight was then moved around by the amorous pink pony, being laid down on her back on a cushion with her head propped up by a pillow, with Pinkie standing over her. Pinkie positioned herself, crouching directly over Twilight’s waiting cock, and she slowly lowered herself onto it, her pussy swallowing it up. Pinkie let out a moan of delight as she let gravity pull her down, taking Twilight’s dick deep into herself, accompanied by Twilight’s moan as she found her dick inside the third girl of the night. When she bottomed out, she let out a shuddering sigh.

“Ohhh, Twilight… Your cock feels so big and hot and hard inside me… I feel so full… It’s reaching so deep… S-So this is what it feels like-Aahn~…”

After several seconds, Pinkie started moving up and down, loving the feel of Twilight’s cock sliding in and out of her. Twilight moaned and gasped, her forehooves reaching to grab hold of Pinkie’s hips while her own hips thrusted upward a little in time with Pinkie’s downward movements. Pinkie braced her forelegs on either side of Twilight and began moving her hips deeper and faster, both girls moaning aloud from the increased pleasure. She bent down to kiss Twilight, her tongue exploring Twilight’s mouth. After a minute or so, their movements became more frantic as their climax approached.

“Ohh, I can feel it coming, Twilight!” Pinkie said. “Cum with me! I want you to fill my pussy with your hot, thick cum while my pussy squeezes it out of you!”

Twilight started thrusting upward as hard as she could, while at the same time Pinkie slammed herself down with each motion. Finally, they both came, crying out in synchronized pleasure, grinding their hips against each other while one was all the way inside the other. The spreading warmth inside Pinkie’s belly made the pink party pony very happy, adding a little something extra to her orgasm. When it was over, she flopped down on top of Twilight, both of them panting lightly.

“Hey Twilight” Pinkie said, a little breathless.

“Yeah?”

“I’m a donut now.”

“…Huh?”

A big, Pinkie-brand grin. “Cream filling”

“Ugh… Boo.”

“Aw, c’mon! I’ve made worse jokes!”

“Well, now that y’all have had yer donut, Twilight,” Applejack cut in, “it’s time for the apple pie.”

Pinkie rolled off, allowing Twilight to sit up and see Applejack presenting herself, hips up and tail raised. Her hat was off and her mane & tail were loose, her golden locks framing her face in a way that made Twilight’s heart pound. Twilight got up, walked over, and took position, and Applejack made a quiet pleased sound at the feel of the contact, the weight on her back from Twilight mounting her. Seconds later, she made another, considerably louder one as Twilight penetrated her. Twilight started moving, sharp pants and moans escaping her mouth as she picked up the pace.

“G-Good thing we finally f-Aah~… found somethin’ ya do h-have rhythm in, sugarcube” Applejack said with a grin.

“S-Shut up” Twilight replied. “I don’t mmm~… make f-fun of your dancing! J-Just for that, I won’t tug on your mane!”

Applejack was about to respond, when Twilight thrusted particularly hard, turning her emerging comment into a loud moan. Twilight gripped Applejack’s hips and started moving faster, the whimpered moans Applejack made turning her on even more. After a little while of this, she looked to Rainbow Dash and bade her to come closer. Dash grinned and sauntered over next to AJ.

“W-What’re you doin’?” Applejack asked.

“I said that I wouldn’t pull your mane…” Twilight replied.

And then Rainbow gripped that special spot and gave a tug, and Applejack let out a loud, high-pitched moan from the extra pleasure. Rainbow kept doing it every few seconds, while Twilight cut loose and started slamming in all the way with each thrust, the two combined making Applejack squeal in delight. She could feel her orgasm building, and started moving her hips in time with Twilight’s thrusts. Twilight reached a hoof down and pressed it against AJ’s clit, while at the same time Dash gave her mane another tug. This was enough, and Applejack threw her head back and cried out long and loud as her climax hit. Twilight’s moans joined in as she hilted herself in and came, her semen spurting out into Applejack’s squeezing pussy.

Upon finishing, Twilight pulled out and fell backwards onto a waiting cushion, while Applejack sat down on another one. After six orgasms, she was started to feel rather tired. But she still had some energy left, so maybe one or two more would be…

“Now, dear,” Rarity said softly into Twilight’s ear, “it is time for the grand finale. But we’re going to need your help to set it up.”

Twilight sat up. “What do you need me to do?” she asked.

“First off,” Rarity said as Rainbow Dash flew behind the couch and came back out with two tiny clouds, a little smaller than a pony, “we need you to cast the Cloud-Walking spell on Applejack.”

Confused, Twilight nonetheless did as she was asked, Applejack’s body briefly glowing with Twilight’s magic as the spell was cast. Fluttershy flew over, picking Applejack up, and placed her atop one of the little clouds, and then had a seat on the other one.

“Next, I need you to cast the penis spell on me and Pinkie.”

Twilight did so, the now-familiar spell giving first Rarity and then Pinkie their extra parts. Rarity nodded, and then focused her own magic on Fluttershy, who soon had a dick as well. Then, she cast the ‘clean-out’ spell on Twilight, who made a cute little squeak from the split-second tingle inside her butt. Rarity then cast a minor spell of her own design, some of her juices being transported onto her own dick.

Rarity and Pinkie let Twilight to a large cushion, having her sit. Then, they had her get up on her knees, and they closed in on her, Pinkie holding her from the front and Rarity from behind, and Twilight gasped as she felt their cocks poking against her pussy and her anus.

‘No way…’ she thought. ‘At the same time?!’

But the setup wasn’t done yet. Pinkie leaned her upper body back a little, allowing Rainbow Dash to position herself, forelimbs wrapped around Twilight’s neck and shoulders, her pussy positioned against the head of Twilight’s dick, an anticipatory look on her blushing face, while Pinkie’s arms held her from behind.

At Rarity’s unspoken signal, she and Pinkie began pushing into Twilight, while at the same time Rainbow slowly lowered, taking Twilight’s cock into herself. The impact of three powerful pleasures at once, of her pussy and her ass being stuffed by big, hot, hard cocks at the same time while a hot, tight, wet pussy engulfed her own cock, was so overwhelming and intense that Twilight briefly forgot to breathe, her eyes as wide as can be and her mouth open in a silent scream. As they kept going, Twilight finally took in a deep gasp for air, followed by a long, loud moan as Pinkie and Rarity bottomed out inside her, their cocks all the way in, while her own cock was now completely inside Dash’s pussy.

“How’s it feel, Twilight?” Pinkie asked.

Twilight’s reply was a babble of nonsensical syllables, the pleasure being so intense as to leave her incapable of coherent speech. Pinkie Pie giggled. “Well, we’re still not done” the party pony said.

Before Twilight could fully process that, she found Fluttershy’s cock in her face, the pegasus sitting atop her mini-cloud now positioned right in front of Twilight’s head, hind legs spread open. Twilight gratefully opened wide, tongue out, as Fluttershy slid her cock into her mouth and cradled Twilight’s head with her thighs, a muffled moan coming from Twilight at the feel of the dick sliding past her lips and over her tongue, filling her mouth.

“C-Channel some mana into your horn, dear” Rarity panted.

Twilight mustered up the mental faculties to do so, her horn glowing with a faint magenta light, and then she squeaked as Applejack – lying on her belly on the other mini-cloud, positioned above and in front of Fluttershy’s – took it into her mouth. She was now being subjected to five different powerful pleasures at the same time! She felt like she was halfway to orgasm already, and they hadn’t even started moving yet!

“And now…” Rarity purred. “Begin!”

And then the already-strong pleasure became even stronger. Twilight let out a long, high-pitched moan, muffled by the cock in her mouth. Pinkie’s big, thick cock thrusting in and out of her pussy; Applejack fellating her horn, tracing her tongue along the fluting; Rarity’s cock stretching out and reaching deep in her ass; Fluttershy’s cock sliding in and out of her mouth, between her lips, tongue licking all over it; Rainbow’s tight, wet pussy swallowing her cock up, squeezing it… Twilight would’ve never thought possible such incredible, overpowering, all-directions pleasure before now. Her entire body felt hot, her thoughts were hazy, and right now she loved these girls more than anything else in the entire world. She heard and – through her horn – felt Applejack squeal, and she opened her eyes to see that Fluttershy had grabbed hold of Applejack’s hips, pulled them close, and started eating her out. The squeaks and moans Applejack made translated into a little extra vibration to her mouth, which in turn meant a little more stimulation for Twilight’s horn. Then Rainbow Dash cried out as Pinkie started nibbling and licking and kissing her wings and the spot between them, her pussy tightening a little bit on Twilight’s cock, while her hips started moving up & down a little faster. And then, Rarity gripped that part of Twilight’s mane from the base of her skull and started tugging as she thrusted, which drove Twilight wild with pleasure.

Twilight soon felt a very big orgasm starting to build up… but then it stopped and ‘held’ at a certain point. Apparently, the ‘synchronized orgasm’ facet of the spell worked both ways. Then a building tension in Fluttershy’s lower body plateaued as well, and Twilight realized that the spell was going to ensure that all six of them came at once! One by one, the other girls reached their held-back points as well, and started moving more intensely in response – Rarity and Pinkie thrusted their cocks hard and deep and fast, going all the way in with each thrust so hard that they bounced Twilight upwards a little, Pinkie’s thrusts stimulating Twilight’s g-spot while Rarity kept giving those wonderful tugs to Twilight’s mane; Rainbow was practically slamming her hips down, her pelvis smacking against Twilight’s as she took her cock all the way in each time, while Pinkie amped up her pleasuring of Dash’s wings and flight muscles; Fluttershy thrusted her cock deep and fast into Twilight’s mouth, deep-throating, while also significantly intensifying her cunnilingus on Applejack, whose steadily-climbing vocalizations and the increased speed and intensity of her tending to Twilight’s horn signaled that she was finally approaching her peak as well.

Finally, Applejack came, and the spell promptly allowed the other five girls’ orgasms to trigger as well. Twilight’s eyes fluttered closed and rolled back in her head, her vision filled with stars and angels, as she was hit with what she would unhesitantly describe as the most powerful orgasm ever. Her entire body twitched and jerked as tremendous, all-consuming waves of indescribable pleasure crashed and reverberated through her. She could feel everything – Applejack’s lips and tongue still frantically pleasuring her horn as it spurted out warm magic into her mouth, her squeals and moans caused by Fluttershy still licking and sucking her pussy and clit producing extra vibration; Fluttershy’s cock twitching and throbbing in her mouth, spurting out hot, thick, tasty cum that Twilight, on autopilot, kept greedily swallowing big sticky mouthfuls of; Rarity and Pinkie’s cocks spurting out lots and lots and lots of hot, thick, gooey cum deep into her ass and pussy with great force, their hips twitching and quivering as they made Twilight feel so wonderfully full; Rainbow’s pussy squeezing and convulsing on her cock, making it spurt out huge loads of cum deep inside her. It was all so amazingly intense and went on for so long that it triggered a second, only-slightly-less-powerful orgasm for Twilight before the first one was even finished. It felt like every single nerve ending in Twilight’s body was singing in enraptured ecstasy.

After what felt like forever, it finally came to an end. Everyone collapsed onto the cushions, tangled together but slowly separating. Twilight’s entire body felt hot and weak, like she’d just sprinted a marathon, her breath coming out in gasps and pants, a little drool trailing down her face. Aftershocks of pleasure still coursed through her body, which twitched lightly every few seconds. She could feel the beautiful warmth of lots of thick, hot cum in her tummy, pussy, and ass, adding to the afterglow.

“I love you girls~…” she slurred out, barely intelligible.

She was dimly aware of the other five coming close, laying down together with her in what Pinkie had called a ‘cuddle puddle’. Within seconds, she was asleep, a deliriously blissful smile still on her face.

Next Morning – 7:15 AM

Twilight awoke to a wonderful feeling of warmth and safety. The memories of last night came back to her, and her cheeks flushed. She opened her eyes, and was met with Rarity’s sleeping face, complete with a cute little smile. She had her forelimbs around Twilight, holding her close and snuggling up with her. Another pony was spooning against Twilight, holding her from behind; Twilight turned her head a little, and the sight of a lock of pale-pink hair confirmed that it was Fluttershy. She let out a happy, content sigh, relaxing in their arms. Seconds later, she felt Fluttershy nuzzling the back of her neck, and then Rarity’s eyes opened.

“Good morning, love” Rarity said softly, reaching a hoof up to stroke Twilight’s cheek. “Sleep well?”

“Mm-hm” Twilight nodded, smiling back.

“Last night was so wonderful~” Fluttershy said, planting a kiss on Twilight’s neck.

“You five are the best thing to ever happen to me” Twilight said. “You know that, right?”

Rarity kissed her in response, and she also felt Fluttershy’s hoof slowly, gently rubbing her tummy. She sighed in bliss. But then her ears twitched.

“…Do either of you hear that?” she asked.

Rarity and Fluttershy focused, and soon they could hear faint groans and muffled whimpers. The trio sat up, looking around, and discerned that it was coming from behind the couch. They got up and quietly walked over and around, and were surprised to find Rainbow Dash being held between Pinkie and Applejack, who were both bearing cocks that were being thrusted into Dash’s pussy and ass, respectively. Pinkie was passionately kissing Dash, which muffled the sounds she was making.

“…How do you girls have those if Rarity and I just woke up?” Twilight asked.

Pinkie pulled away from the kiss, allowing Rainbow’s moans to come out. “Oh, hey Twilight! Yeah, it turns out that for some reason, we can summon or dispel our dicks at will now – all three of us! AJ thinks it’s an Element of Harmony thing.”

“F-Fasterrr~!” Rainbow cried. The two earth-ponies obliged, thrusting faster and harder into her, making her squeal with delight, especially when AJ gripped that one spot of her mane between her teeth and pulled.

“Why, so we can…” Rarity said. Twilight turned to look, and saw that a penis now stood out from between her legs. She looked over to Fluttershy just in time to catch a muted flash of pale-pink light as her own dick formed. Fluttershy and Rarity looked to each other, and then to Twilight, and identical grins formed on their faces.

Less than a minute later, Twilight’s moans and gasps joined Rainbow Dash’s, as Rarity was giving her an intense fucking, dick stretching out her pussy, while Fluttershy’s cock buried deep in her ass, thrusting in each time Rarity pulled out, and vice-versa. Rainbow’s cries of joy rang out through the living room as Applejack and Pinkie hilted themselves in her and filled both her holes with hot cum. After it was over, the trio then basked in the afterglow while providing an audience for the other threesome going on. Twilight’s partners started thrusting as deep and as hard as they could, trying to set off her climax. It worked, as less than 30 seconds later Twilight came, crying out as her lower body spasmed and twitched, pleasure shooting through her. Rarity and Fluttershy’s dual moans accompanied their dicks filling her with cum, thick and plentiful. When it was over, Twilight went limp in their grasp, gasping for breath as they hugged her from both ends. After about a minute, though, a grumbling noise was heard from Twilight’s belly.

Pinkie giggled. “I’ll make us all breakfast once we can all move” she said. “Pancakes and hash browns, anyone?”

Twilight sighed happily. The relationship that the six girls possessed had been changed, and for the better. They’d be able to satisfy and have fun with each other to their hearts’ content now. Later this morning, she’d sent a report to the institute, informing them that their spell was a complete success. In the intervening months, the spell would be made publicly available, and would go on to make a lot of ponies very happy.

That afternoon, Spike got home from his multi-day business errand. He was confused as to why the girls were so much snugglier with each other now, and wondered what the hell he’d missed. “Eh, screw it” he decided. “I guess I’ll go play with the Crusaders or something. I just hope there’s no tree sap this time…”

END

Author's Note

Aaaand that's it. If anyone wants to make other stories in this 'verse I've created, just ask me for the okay and be sure to give credit in your description. For now, though, this particular story is over.

I should go. [/Shepard]