Sexy Times

"You know, Rarity, I continue to be impressed with the quality of your work -- perhaps I might be able to make another request?" I asked with just a hint of trepidation. The gears in my head were turning, the germ of an idea beginning to grow.

"Darling, as long as you're willing to provide me with the same level of pleasure you just did, I'd be willing to do just about anything for you!" the fashionista chortled.

"Trixie and I have been discussing some possibilities regarding our future," I began, giving her an almost wistful look. She returned her attention to me with a quizzical glance.

"Whatever do you mean, darling? You're not thinking of marrying her, are you?"

Think quickly, Michael... "Um, the thought had crossed my mind ... she can be quite insistent at times," I replied somewhat hesitantly.

"Daaaar-ling, I would strongly reconsider those thoughts if I were you," she snorted derisively. "She'll only be trouble for you -- I can practically guarantee you'll be miserable if you do marry her." My face went beet red as I blushed in deep embarrassment. Rarity noticed this and shook her head, chuckling at the irony. "I'm not going to stop you from marrying her if you wish to do so, Michael, but I just want to caution you strongly against it."

"Pinkie Pie said something about wanting to join us -- shall we stop by the bakery?" I asked in an attempt to change the subject. My thoughts were a jumble as I digested Rarity's admonition.

"If nothing else, darling, some sustenance would be a good idea as well," the fashionista replied as we entered Sugarcube Corner. The pink party pony greeted us as soon as we trotted through the door.

"Hiya, Mikey, Rarity! Are you headed to the library now? Let me get something for the occasion, I'll be right back!" she chirped. She rushed upstairs to her room to fetch something and returned less than a minute later.

"What'cha bringing?" I asked. I didn't see anything she might be carrying -- she wasn't even wearing saddlebags.

"Ohhhh, it's something really special! You're going to love it, Mikey!" she exclaimed, a grin nearly splitting her face.

"Yeah, but I don't see it. Where is it?" I asked. I tilted my head left and right, trying to peer into some place where she might be hiding her secret item. This caused her to giggle uncontrollably.

"I'm carrying it in my mane, you silly filly! If I told you what it was, that would ruin the surprise! You like surprises, don't you?"

"Depends," I replied flatly.

"Don't be such a silly! You're going to love it! What if I asked you to show me what you're bringing?"

"Ah. That's right -- I'd say something along the lines of 'I could tell you -- but then I'd have to kill you'," I grinned, eliciting some nervous laughter from the two mares, who also shared nervous glances at each other as well. Pinkie made a circular motion with her left fore-hoof around her left temple, an act which made Rarity grin half-heartedly, her expression still showing a trace of apprehension.

"Relax, I didn't mean it like that," I said, trying to ease their concerns. "It's just an idiomatic phrase -- trust me, killing ponies is the last thing I would ever do. Anyway, let's get some cupcakes for the occasion -- we'll probably need them to replenish our energy later on," I mused, offering a sincere smile. This seemed to break the tension as the pink party pony dashed into the kitchen and returned with two large boxes filled with cupcakes on her back.

"Triple chocolate frosted, just what you like, Mikey!" she giggled.

"You always knew how to make me happy, Pinkie," I responded, widening my grin.

"I hope you brought some extra napkins, Pinkie, darling," Rarity stated, just a hint of concern in her voice.

"Ooh, yeah, I brought LOTS!" the pink party pony giggled infectiously, bouncing up and down again. The boxes of cupcakes seemed to be glued to her back as they were not dislodged by her energetic display.

"Okay, then, off to the library!" I chirped, trying to add some levity to situation. You can be such a downer sometimes, Michael...

"Excellent idea, Trixie, darling," Rarity noted, smiling coquettishly. She nudged the baker, giving her a knowing wink, which was returned in a much more exaggerated fashion. Pinkie grinned almost ear to ear and giggled a bit too excitedly for my liking as we began trotting toward the library. We hadn't traveled very far when a certain sky-blue pegasus spotted us and swooped down to meet us.

"Hey, Rares, Pinks, Trix, 'sup?" asked the aviatrix, who had donned a pair of sunglasses. She immediately removed them and gave me a double-take. "Trixie?! What are you doing here?" She turned her attention to the fashionista and the baker. "What are you doing, trotting with her?" she asked indignantly, gesturing to me with a hoof.

"Hey, Dash, it's me, Michael. Check out my cutie mark -- does this look like Trixie's cutie mark?" I asked, returning her tone of indignation with one of my own, adding a ten-yard stare for good measure.

"Huh! I didn't know you had Twiley's cutie mark! Sorry 'bout that, Mike, I guess I should pay more attention next time. What are you guys up to now?" she asked, her attitude doing a 180.

"We're going to the library, wanna come?" asked Pinkie, beaming a very big smile. "We're gonna have lots of FUN!"

"Actually, Rainbow, I'd like to invite you to join us -- we're going to have a lot more than just "fun," if you know what I mean," I stated, flashing a sultry grin in her direction.

"Aww, YEAAH!! Count me IN! This is gonna be AWESOME!" the aviatrix exclaimed, flapping her wings excitedly, flying circles around us.

"It sure is!" Pinkie exclaimed with an equal amount of enthusiasm. "I can't wait to show off my special item!"

"I can't wait to show off mine," I grinned impishly. Rarity blushed at that, Rainbow offered a quizzical expression, and Pinkie's grin nearly split her face. "Rarity does some excellent work, I must say!" I added, causing the fashionista's blush to deepen.

"Trixie, darling, you flatter me too much!" she giggled. She tried to hide her blush by turning her head aside bashfully.

"I thought you were Mike," Rainbow half-asked, returning another puzzled look. She flew closer to me to inspect my cutie mark, nearly prodding at it with her left fore-hoof. "Are you sure you're not Trixie? You look so much like her."

"Rainbow, darling, I asked Michael to act like Trixie, since he happens to be in a copy of her body. It's just an act -- Trixie's at the library with Twilight right now, and we're on our way to meet up with them," the fashionista stated, smiling coquettishly once again.

"What's she doing there?" the pegasus asked in near exasperation. Her mood seemed to have worsened almost immediately, her face a mask of concern.

"Hey, Rainbow, have you ever wondered what it would look like for two Trixies to make out with each other? Are you curious to watch? Perhaps you're curious to join in?" I asked slyly, giving her my best sultry grin. Her response was almost immediate, a broad grin nearly splitting her face.

"Aww, YEAH!! COUNT ME IN!!" she exclaimed with great exuberance, flapping her wings in excitement again.

"I have a special surprise, one I'm sure you'll appreciate," I added for good measure.

"Maybe you're a stallion?" asked the aviatrix, giving me a hopeful look.

"Ah, so there's enough slack in your rope to allow you to swing both ways, eh, Dashie?" I grinned impishly. "Perhaps Twilight can work some magic on me to transform me into a stallion -- would that make you happy?"

"Aww, YEAH!! We GOTTA go NOW!"

"Trixie, darling, I had no idea you were so charismatic!" Rarity chirped, sidling next to me as she batted her eyes again. "I certainly hope Twilight can turn you into a stallion --"

"Ooh, yeah! Me too!" Pinkie added, bounding up and down again excitedly.

"Well, if she can't, I know Princess Celestia can," I stated confidently. "Trixie had mentioned something to me about becoming a stallion anyway -- I don't know how much longer I can go around in a copy of her body."

"Well, as long as we can all have some fun at the library, I'm sure you can stay in her body for a little while longer, yes?" asked the fashionista.

"That's kinda what I was thinking, Rarity. I haven't had this much fun and excitement in a very long time, and I want more!" I chirped, beaming a broad smile. We continued trotting, but another idea came to me along the way. "Hey, Dash, do you think Fluttershy might be interested in joining us? How about Applejack?"

"Mike, I like the way you're thinking! I'll go get 'em, I'll be right back!" the pegasus chirped, flying off very swiftly.

"Michael, darling, do you think that's such a good idea? I'm not sure if Applejack might find these arrangements to her liking. Fluttershy may be open enough to them, though..." the fashionista mused.

I pondered her question for a moment as we continued trotting, but before I could formulate a response, Rainbow Dash returned with Fluttershy in her grasp and Applejack had practically galloped to meet up with us. The farm pony seemed to be grinning, though her expression fell a little when she spotted me.

"Applejack, I know what you're thinking -- and I'll let you know that even though I may look like Trixie, I'm not her. I'm Michael, remember? Different cutie mark?" I asked. She trotted up to me at this point and inspected me closely.

"Yer lucky Ah'm the Element of Honesty -- so Ah know yer tellin' the truth. Dash said ya have a surprise fer me?"

I giggled at her question. "Well, AJ, I suppose you could say that -- we're headed to the --"

"Yeah, yeah, Ah know, yer headed ta the library. So what's the surprise?"

"Heh, heh, if I told you, it wouldn't be a surprise now, would it?" I grinned. Pinkie giggled at my response.

"We're gonna have lots of fun, Applejack! Come on, join us! You'll love it, I promise!" the baker added excitedly.

"Ah don't know what kind o' funny stuff y'all are up to, but Ah'll join ya! If it's fun we're gonna have, count me in!" she smiled broadly.

"I'm sure you'll have a good time, darling," Rarity added softly, giving the farm mare a soft smile.

"Um, if it's not too much to ask, what sort of fun are we going to be having?" asked Fluttershy.

"Oh, all kinds!" Pinkie chirped in reply.

"Trust me, Flutters, you're gonna love what we've got planned," I added, trying to sound as upbeat as possible. You don't wanna scare them away before they get there, Michael...hopefully, they'll give it a chance before you pull the big switch on them.

We arrived at the library a scant five minutes later and I cautioned everypony to be quiet for a moment as I leaned my head against the door in an attempt to see if I could hear any noises from within. I was able to make out the muffled sounds of moaning and very light creaking noises. I grinned at this.

"Okay, ladies, we can enter. Let's try to be as quiet as possible so we can surprise them," I offered softly, sporting a very impish grin. The others nodded their heads in concurrence, their smiles varying in size from demure to ear to ear in the case of Pinkie Pie. She could barely contain her excitement and nearly spoiled the surprise as we entered and cautiously trotted upstairs to the guest room.

"Ssssshhhhhh," I whispered as I used my magic to slowly open the door. Everypony crowded around me in an attempt to peer into the room to see what was going on.

"OOOOHHH, TRIXIEEEE!!" exclaimed the librarian as she surrendered her body to another orgasm. The show-mare had Twilight's horn in her mouth, bobbing her head back and forth, providing an exquisitely intense sensation. Trixie had one end of Mr. Big in her pussy, using her telekinesis to slide it in and out as deeply as possible. Between breaths, she could be heard moaning in pleasure as well, her orgasm rapidly approaching.

"SURPRISE!!" yelled the pink party pony, ruining the moment for the show-mare, who jumped five feet in the air, her mane and tail seeming to explode as fear momentarily overwhelmed her. Twilight was likewise shocked by the sudden appearance of her perky pink friend, who giggled and laughed at the sight. Rainbow laughed hysterically before falling on her back. Rarity giggled a little and Fluttershy seemed a bit shocked as she tried to hide behind her mane.

"You're lucky I don't still have that Alicorn Amulet," Trixie growled indignantly. "What are you doing here?"

"I brought a surprise! I also brought some cupcakes! We're here to have lots of FUN! I'll bet you were really surprised, too, weren't you? I saw you jump, like five feet in the air! That was really funny!"

"Trixie didn't think it was so funny, but she will have a cupcake," she replied flatly.

"Hey, Trixie, sorry about that -- I succeeded in having Rarity come up with something special for me, or you, or -- I dunno. Give me a moment to put it on for you," I stated, my excitement deflating somewhat as I gave a sheepish grin before disappearing into the bathroom to don the saddle and its accessories. Upon sliding the still somewhat wet socks back onto my legs, I felt an almost electric thrill course through my body. I could feel my excitement starting to return in full force. Next came the saddle and harness, which I fastened snugly against my body. I checked my reflection in the mirror and levitated the headband with the pink and yellow decoration behind my horn, then added the finishing touches. I turned around to examine myself once again, drinking in the sight of sexiness staring back at me. My grin of approval was one that nearly split my face! I then took a moment to magic my mane and tail into fluffy fullness before exiting.

I heard audible gasps from the assembled ponies as all eyes were on me. The sight of my sexiness was such that even Applejack started drooling! The outfit had the desired effect -- everypony's jaw dropped, save for Rarity, whose expression was one of smug confidence. Her smile spoke volumes as she surveyed everypony else's reaction. I had a light blush to my cheeks as I radiated and oozed sex appeal, my smile a very sultry invitation to the other mares. Fluttershy seemed to faint upon seeing me in the outfit.

"Trixie wants one of those outfits, please!" the show-mare exclaimed excitedly, a big grin on her face. Rarity returned the grin and nodded her head.

"I'm glad you like it, Trixie, darling," the fashionista smiled.

"OOOH! Let me show you MY surprise!" the pink party pony exclaimed exuberantly. She popped into the bathroom, closing the door behind her. Not even a minute later, she exited, stunning everypony with her black latex cat-suit, which covered nearly all of her body except her face. "You like it?" she asked in a very sexy voice.

"Oh, you naughty filly, you," I giggled. "I had no idea you were into that!"

"There's lots you don't know about me, Mikey!" she giggled in response.

"Uh, I just remembered I got lots o' apple trees left to buck," Applejack stated somewhat nervously. "Uh, Mike, if ya get a chance, stop by the farm later on, if ya would, please?"

"Leaving so soon, AJ? Why not stay awhile? You might enjoy yourself a bit more later on if you do," I offered in an attempt to keep her from leaving. She was already half-way down the stairs before the words had left my lips. I heard the front door slam shut as she left. "Damn," I offered in dejection. "Okay, anypony else wanna leave?" I asked, my expression turning dark as I frowned disapprovingly. The response I received was a vigorous shaking of heads. "So all of you desire to stay?" I asked, grinning. Everypony nodded in affirmation. "Looks like the ayes have it!" I beamed, chuckling softly. "So, where do we start?"

"Trixie wants to wear that outfit, Michael," the show-mare implored.

"Wait, Trixie, I can cast a duplication spell on it!" Twilight grinned. She disappeared in a flash of light and returned less than a minute later with an exact copy of the saddle I was wearing. Trixie smiled wider than I'd ever seen before as she quickly took the outfit into the bathroom and slipped it on, returning a few moments later. The outfit wasn't an exact fit, but close enough. I stared at her, my mouth drooling at the sight of her sexiness.

"Ooh, Trixie, I knew you'd do this outfit justice!" I giggled.

"You do too, Michael," she replied softly.

"No, Trixie, you look better in it!" I retorted.

"Will you two quit bickering so we can get this party started?" Pinkie asked impatiently. She wiggled her latex-clad hips provocatively, inviting at least one of us to take a ride, so to speak. She flashed a sultry grin as she gyrated her hips a bit more exaggeratedly.

"Hey, Pinkie, I thought you were gonna offer me a little taste," I giggled.

"Oh, yeah! That's right, Mikey! I'll be right back!" the pink party pony chirped, returning to the bathroom and stripping off her outfit, returning to the room once again. "Hey, Mikey, you wanna give me a taste now?"

I glanced over at Trixie, giving her an expectant look. She nodded, maintaining a grin. "Trixie hopes she can indulge all her fantasies today!" she giggled, causing the other mares to smile, Fluttershy included.

"Trixie, darling, I will assist you with that matter," the fashionista offered in a very sultry tone, sidling up to the show-mare and planting a kiss on her lips. Trixie returned Rarity's kiss with even more fervor, pushing her tongue into her mouth. Taken aback by the show-mare's aggressive desire, the alabaster mare reciprocated after regaining her courage, then proceeded to match Trixie's fevered pace with her own, the two engaged in a spirited attempt to emerge victorious from their wild tongue wrestling match. They breathed sharply through their nostrils as they explored each other's body with their hooves as they continued to kiss.

Pinkie trotted over to me while this was going on. "Ooh, Mikey, I love how sexy that saddle makes you look!" she chirped.

"That cat-suit of yours made you look really sexy too, Pinkie, but enough talk! Let's get on with it!" I giggled, mashing my muzzle against hers and pushing my tongue into her mouth. She eagerly accepted my advance, opening her mouth to allow my tongue access to its moist interior. Her breath had a very sweet taste to it, as did her tongue. She probed the inside of my mouth as we mimicked the example being set by Rarity and Trixie. Pinkie seemed to enjoy the sensation quite a bit as she ran her hooves along my body, occasionally rubbing my damp socks.

"Hey, Mikey, why are your socks wet?" asked Pinkie.

"A-heh, Rarity and I tried it out earlier, and we kinda made a little mess," I giggled, causing her to giggle as well.

"Let's get it even wetter!" she chirped, grinning even more broadly as she embraced me and renewed our kiss.

"Hey, Pinkie, I got an idea -- let me lay on the bed over there and you can -- oh wait, Dashie and Fluttershy are using it. Okay, let's try the other -- Twilight? Rarity? Trixie? Okay, Pinkie, we need another bed," I stated somewhat disappointedly.

"No problem, Mikey!" she responded, pulling a bed from somewhere, then laid on her back on it.

"I like the way you think, Pinkie," I giggled, climbing onto her, then turning around to spread my haunches over her face. I felt rather than heard her giggling, her breath blowing across my freshly lubricated labia. I moaned at this as a result of my sensitivity, causing her to giggle more loudly. I pushed my muzzle between her hind legs, taking a moment to savor the dark pink fleshy folds of her sex before licking it tentatively.

"Oooooooh, do that some more! Don't tease me, Trixie!" she giggled before she extended her tongue into my love tunnel, causing me to gasp. As much as I had experienced this, it still sent shivers up my spine to receive this type of pleasure! I moaned into her sex, pushing my tongue deeper into it, exploring the depths of her volcano as best I could. I lightly nibbled her little love button as her excitement caused it to expand a little. Her moaning and gasping had a sultry tone I had not heard before, causing me to tense up a little in eager anticipation of a coming climax.

"Ooh, not so fast, Trixie!" Pinkie giggled, withdrawing her tongue completely. I felt a longing to have her tongue work its magic on me again, my release having been interrupted. I renewed my ministrations on her pussy to try to cajole her into reciprocating.

"Hanh, Pinkie, hanh, please, hanh, please," I begged between gasps for breath, blowing lightly across her very wet sex. She moaned again as the sensation caused her to shiver with her pleasure.

"Okay, Trixie, since you asked me so nicely, I will!" she giggled, returning to my sex with renewed vigor. I was amazed at her skill with that tongue of hers, working its magic on me, short-circuiting my brain as I tried my best to bring her to climax. I pushed deeper into her love tunnel with my tongue, licking circles around her clit, circling her dock ever so lightly with the tip.

"Ooooh, TRIXIE! YES! Keep doing that!" Pinkie exclaimed, her body tensing up as she was so close! Her ministrations to my sex had intensified, her skills propelling me ever closer to that needed release! I allowed myself to succumb to my desire as I gripped the pink pony's flanks with my fore-hooves, bobbing my head back and forth between her haunches, pushing my tongue into her pussy, pulling it out again to lick her love button, running circles around her dock, bucking my hips upward to try to entice her into doing the same for me. I moaned and gasped, grunting with my effort. The sounds coming from the other mares who were completely engaged in similar activities were propelling us closer to our release.

"Oooh, Pinkie, you're making Trixie get so close! Unh! Push deeper!" I shouted almost breathlessly between gasps for air. My moans continued as she increased her speed. I tried to keep up, but even so, my attempt was succeeding quite nicely. I could feel Pinkie's body shudder as she allowed herself to surrender to her passion.

"OOOOHHH, TRIXIEEEEE! YESSSS!" she squealed as her climax hit hard. I continued licking her pussy as her love juice started flowing, then began trying to lap up her cum as best I could. The sensation was enough to propel me to my peak and I shuddered with the same level of intensity as the baker had, my moans matching hers in volume, my love juice dribbling onto her face as she tried to take as much of it as she could. She giggled as she lapped my cum, her tongue slopping all over my hindquarters, pushing me into another wave of ecstasy.

"Hanh, Pinkie, not, hanh, fair! Hanh, hanh, Trixie, hanh, gives up! Hanh, hanh," I gasped, trying to copy her sloppiness with my tongue. It actually seemed to work as I felt her body tense up yet again, then shudder as a second explosion of pleasure overtook her.

"Oh, Trixie, oh, oh, oh! Yes, yes, yes! Lick me! Lick my pussy! Ahh! YESS! TRIXIEEE!" she shouted as her next orgasm claimed her, another gush of love juice flowing freely from the fleshy folds of her pussy. I smiled at my success before continuing my ministrations.

"Heh, you don't taste like cotton candy after all!" I giggled. I gasped again as she giggled in response, her breath causing me to shudder again.

"Let me get on top of you now, Trixie," she suggested, beaming a broad smile. "I like the way you taste, too!"

Twilight had joined Trixie and Rarity and the three of them were doing what we had done earlier that day. The fashionista and the show-mare were sharing Mr. Big as the librarian squatted over Trixie's face. Rarity was licking Twilight's horn as Trixie administered pleasure to her pussy, causing her to moan every bit as loudly as I had. She caught sight of me and giggled again, grinning sheepishly.

"Oh, MIchael, now I know why you moaned like you did! This feels so ... sooooo ... OOOOHHH! AAAAAHHHH!" the lavender mare gasped, her moans reverberating around the room. Rainbow turned her attention to the librarian and started giggling, Fluttershy blushed deeply in embarrassment as I glanced in her direction. The yellow pegasus' wings were fully extended, as were Rainbow's, the two engaged in similar fashion to Pinkie and I.

"You're next, Mike!" the aviatrix chuckled before returning her attention to her yellow friend. I giggled in response before the baker and I exchanged positions. The pink mare seemed to be even heavier than Trixie, but her sexiness was quite alluring. Rainbow flew over and tapped the baker on her left shoulder.

"Heya, Dashie, what's up?" Pinkie asked, smiling warmly.

"My turn with Mike, Pinks, okay?" the aviatrix asked.

"Okie dokie lokie!" she chirped before trotting over to the three unicorns who were still going at it quite feverishly, tapping the fashionista on her left shoulder. Rainbow climbed on top of me, her slight build making her considerably lighter than Trixie. Rarity was experiencing the exquisite pleasure of simultaneous horn and pussy licking, the show-mare licking the fashionista's horn as the librarian probed the depths of her dark grey flower. Her deep breathy moans captured everypony's attention, causing her face to turn bright red with embarrassment.

"Pinkie, darling, couldn't you wait until I'm finished?" Rarity asked the baker between her gasps and moans.

"That looks like lots of fun, Rarity! I wanna do that too!"

"But, you don't have a horn, Pinkie," the fashionista protested, still gasping and moaning.

"Well, perhaps I can share Mr. Big with Trixie or something..." Pinkie offered, her words tailing off as she continued to watch with keen interest.

"AAAHH! TRIXIEEE! YESSSS!!" the fashionista hissed through clenched teeth as her passion overwhelmed her once again, her body jerking as the climax crashed like a tsunami, her moans catching everypony's attention again. "Oh, dear, looks like I'm the center of attention again!" she giggled. Her giggling was cut off by Trixie's renewed ministrations to her sex, her tongue probing all the right places inside her flower. Twilight continued to slowly lick her horn using the broad flat part of her tongue, the sensation proving to be more than the alabaster mare could tolerate.

"Michael, darling, you experienced this?" she asked, her eyes tightly shut as she surrendered herself to her passion yet again.

"You're milking it for all it's worth, Rarity. Trixie needs to experience that," I stated flatly.

"You mean you? Or Trixie Trixie?" she asked. I motioned to the azure unicorn, offering a slight giggle. Rainbow echoed my giggling, though I took her out of that by renewing my tongue lashing of her beautiful blue flower, savoring the scent of her musk. Her flanks were firm, her muscle tone very nice to hold on to. The aviatrix moaned deeply in pleasure as I ran circles around her dock and clit before probing the depths of her love tunnel again, pushing my tongue as far as it would go. I was thankful to be in the body of a pony, my tongue being long enough to taste her love juice. I caught sight of Pinkie sauntering over to Fluttershy, who welcome the baker into her warm embrace.

"Ooh, Trixie, I didn't know you were so talented!" Dash chirped, though her moans and gasps spoke more than her words did. Her attention to my sex was masterful, to say the least. Her ministrations put the others to shame, her skill with her tongue working the finest magic on my mind.

"AAAH! DASHIEEEE! OOOOOOHH!!" I moaned, gasping for breath again. The cyan pegasus grinned and giggled at the ease with which she was able to bring me to climax after climax. My body continued to shudder and jerk as she rode my waves of pleasure like a highly accomplished surfer, her expertise spoiling me rotten. "Oh, Dash, if you keep that up, hanh, hanh, OOOOOHHHH!!" I moaned as my train of thought suffered a complete derailment. Another wave of pleasure cascaded upon the previous ones, my vision tunneling again. I couldn't even reciprocate the aviatrix's ministrations, but she didn't care.

"Now who's the best, Trixie?" she asked smugly before climbing off my spent body. I lay on my back, gasping for air. I could not believe I was spent, even though I was the one on the bottom! Fluttershy approached me at this point.

"Um, Trixie, if you don't mind, I'd like to do that with you too," she offered softly.

"You wanna be on top, or me?" I asked her, though my breathing was still somewhat ragged. She smiled at me, her wings still fully extended, a light blush on her face. Her mane was now disheveled from her earlier activity, but she paid it no mind. Without bothering to answer me, she climbed on top of me, grinning sheepishly.

"Um, I don't normally do this sort of thing, but ... I couldn't help myself, Trixie," she explained, smiling softly. I grasped her flanks with my fore-hooves, noting their softness. She let out a very high pitched squeal as I squeezed them a little, then proceeded to lick her very wet golden flower. As pretty as Twilight's purple pussy was, Fluttershy's deep golden fleshy folds seemed to be shaped perfectly, perhaps the prettiest pussy I had ever seen.

"Oooh, Flutters, your pussy is absolutely gorgeous!" I cooed. I didn't notice this, but she blushed furiously at my compliment before turning her attention to my sex, lightly licking it, then kissing it, giving me a new sensation. I shuddered at that touch, the shivers running down my spine causing me to gasp very loudly. The yellow pegasus giggled, then pushed her tongue as deeply as she could into my love tunnel, then pulled it out and nibbled ever so gently at my love button. I moaned again, then tensed up as yet another orgasm hit me.

"Trixie, aren't you going to lick me?" she asked, a hint of disappointment in her voice.

"Fluttershy, I need to recover some strength, but I will do what I can," I offered, then attempted to lick her pussy. I was able to drag the tip of my tongue over her outer lips, which caused her to shiver and shudder as her pleasure overtook her. Her moans and gasps were very high pitched, sounding more like squeals of delight as she succumbed to her orgasm. Her body tensed up and stayed that way as she squee'd, then relaxed as her orgasm finished.

"Thank you, Trixie," she cooed to me, then climbed off me so I could recover and catch my breath again. I turned my head to glance over at the door to the room as a certain baby dragon poked his head through the door. His eyes met mine and he grinned sheepishly before closing the door very softly.

"Spike, you little scamp," I chuckled softly. I decided to watch the other mares break off into threesomes, copying what Trixie, Twilight, and Rarity had done a little while ago, each of them changing positions when one got too tired to keep going. Twilight noticed me and lay beside me.

"Hey, Michael, where'd this bed come from?" she asked, her breathing somewhat ragged as well.

"Pinkie pulled it out of her hammerspace," I replied flatly. Suddenly, a blinding white flash of light filled the room before another pony made her presence known to us.

"Now, why wasn't I invited to this little soiree?" asked a certain Solar Princess...