Sexy Times

by Mike the Red

Rating: mature
Tags: Alternate Universe, Human, Romance, Original Character, Trixie, Comedy, Random, Princess Celestia, Sex, Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic
Length: 22450

Slight spin-off of "Why Did I Choose to Be Trixie" featuring heavy clop scenes. More will be added.

Sexy times abound for Michael Walker, who is enjoying his time in a copy of Trixie's body ... perhaps a little too much. Surprises lie in store for him as well.

Mature for gratuitous clop.

More icons may be added as necessary. There may be more chapters added as I see fit.

If you like this story, you might like "Waking Up With Twilight" as well.

Cover Image by Killryde of Deviantart.

Published 2013-05-27 01:50:01 UTC
Last updated 2014-02-11 04:36:11 UTC

A Very Happy Reunion!

"Trixie wants you to cuddle her from behind," she whispered to me. I was still in a copy of Trixie's body, though I had the cutie mark of the other Trixie from the other universe I had just returned from. My body was a little bit chubbier than hers, as the other Trixie had spent a fair portion of her life studying instead of traveling Equestria as her counterpart did.

"Mmm, you smell nice tonight, Trixie," I whispered in her ear as I laid behind her, snuggling closely and taking in the scent of her mane and fur.

"Princess Celestia let Trixie take a nice long hot bath before she arrived!" she giggled. I wrapped my left fore-leg around her barrel and snuggled even more tightly against her. She placed her left fore-hoof on mine and guided it slowly down her body.

"Trixie will let you do more than that, if you like," she cooed. Her fore-hoof pushed mine all the way down to her teats, causing me blush at her touch.

"Are you sure you want this?" I asked a little nervously as I gently rubbed one of her teats with my fore-hoof, eliciting a soft moaning from the show-mare.

"Trixie wants to reward you for everything you've done for her," she whispered softly.

"Does that mean ..." I half-asked.

"Yes," she replied, almost breathlessly as her fore-hoof pushed mine against her sex. Her breathing came in shorter gasps as I repeatedly pushed the tip of my left fore-hoof against her nethers, the sensation and her light moaning causing me to become aroused. She kept her fore-hoof on mine, pushing faster and faster, her breath coming in almost ragged gasps as she pushed herself closer to her climax.

"Mmm, Trixie, you wanna slow it down some? We've got all night and I want to savor this -- I know you might be in a hurry to get your pleasure, but I want some too, okay?" I asked softly. I loved the sound of her voice but had to keep from talking too much.

"Michael, Trixie has wanted this for a very long time! She wants her pleasure NOW!" she gasped and continued to push the tip of my forehoof against her sex. I felt her labia become wet with her love juice as her body tensed and then trembled ever so slightly before she relaxed.

"Mmm, Trixie ... let me get mine, please," I cooed. She turned around to face me now and kissed me passionately on my lips. The darkness of the room annoyed me, so I lit my horn to cast an illumination spell. To see two Trixies engaged in this activity was pretty nice, but I wanted more, so I conjured some mirrors and placed them strategically around the room and one on the ceiling for good measure. I enlarged my illumination spell to add more light to the room. I wanted to be able to see what I was doing!

"Michael ..." Trixie cooed and kissed me again, opening her mouth to eagerly meet mine. Our tongues swirled around each other's, seeking to take dominance. I willingly submitted my tongue to her command, but also tried to swirl it around hers. The sensation of having our lips meet like this was wonderful, and being able to see it with eyes that matched her greyish lavender ones seemed to make me even more aroused. We continued our kissing for several minutes, though I also ran my hooves up and down her body to increase the tactile sensation of her soft fur, her mane and tail. She had a hint of vanilla and cucumber scent to her mane, which had a soothing effect on me.

We broke off the kiss so we could catch our breath. "I love you," she whispered to me.

"Je t'aime," I said almost breathlessly to her, her passion almost seeming to ignite upon hearing this.

"Ooh, Trixie didn't know you knew that phrase!" she giggled and kissed me again, her passion causing her horn to glow. She ran her hooves down my body, feeling my fur, my mane, my tail. She moved one of her hooves to my sex, returning the favor I had done for her. I was moaning in pleasure at the sensation, something so new for me to experience, as I had never been lucky enough to receive pleasure while in a female body. It felt so good, but I had to stop her. I didn't want to reach climax yet!

"Mmm, Trixie, I wanna taste you," I said softly. She smiled warmly in response to my request and laid on her back on the bed, opening her hind legs for me. I knelt on the bed, straddling her body with my legs, taking in the sight of her sexiness, an extremely alluring and beautiful picture blazing itself permanently into my mind as I stared at her for a little longer than I should have. I kissed her on her neck, just barely grazing her coat with the edges of my teeth as I slowly made my way down her body, kissing and occasionally licking her fur as I went down. Her moans and light cries were an aphrodisiac that fed my fiery passion, and I wanted to show my love for her in the strongest way possible.

I made my way to her teats, taking one in my mouth, swirling my tongue around the nipple and making it hard. I gave it a very light nibble, trying to be as gentle with my teeth as possible.

"Ooh, can you bite it a little bit harder? Ooh, that feels so good!" she cooed. I complied with her request, applying a little more pressure to the nipple of her teat with my teeth, eliciting a very deep moan from the show-mare. I turned my attention to her other teat, repeating the process, then switching back and forth between the two teats, causing her to lose her composure and scream in passion for a second and then another wave of pleasure overtook her, her body shaking with the intensity of her orgasm.

I then lowered my gaze to her sex, which glistened in the light from my illumination spell, freshly lubricated with her love juices. I opened my mouth as wide as I could, trying to take all of it into my mouth. I used the broad flat portion of my tongue and slid it along the folds of her pussy, tasting the tang of her wetness. This sensation caused her to moan deeply yet again, then softly say my name, then another "I love you." Between gasps for breath, she asked me to change my position, turning around completely and straddling her body from the other direction. This put my sex right in Trixie's face! I gasped as she pushed her tongue into my pussy, sliding it up and down the length of my labia. My moans came in short sharp bursts as she expertly maneuvered her tongue into, out of, and all around my love tunnel. I thought I was doing something special for her as I tried to copy her movement, though I had very little experience compared to her.

"Ooh, that feels nice, Michael, but ... Trixie wants you to push your tongue further in! Trixie wants you to lick all the way down and all the way up! Nibble a little bit! Use your hooves too!" she moaned, trying to get me to intensify her pleasure. Her first few waves just got her started and she had a voracious appetite that seemed to increase as she became more aroused. What she was doing for me was short-circuiting my brain, making it difficult for me to focus on the task at hoof. I was moaning, gasping, panting, calling out her name as I experienced a very deep and intense orgasm. My body trembled and my legs seemed to buckle as I succumbed to the most intense sensation I had ever experienced. I lay heavily on Trixie's body, but she didn't seem to mind too much as she continued her assault on my sex with her tongue.

"Ooh Trixie! How do you *hunh* do that?" I moaned. Trixie giggled at this and encouraged me to continue my ministrations to her sex, though it was quite difficult for me to do so.

"Trixie thinks she should gain a few pounds so she looks as sexy as you!" she giggled, then returned her attention to sliding her tongue all over my sex, my excitement causing me to tense up again as another wave of pleasure threatened to overwhelm me once again. I couldn't help but continue to moan and call out her name, but at the same time return my attention to her pussy, licking and sliding my tongue all over it the way she was doing for me, which elicited a similar response from her as I sent her ever closer to yet another climax. I wasn't sure how much longer either of us could keep this up and when I felt spent again, I climbed off the show-mare and laid beside her, slowly trying to recover and catch my breath.

We lay side by side, allowing the glow of the moment to radiate our combined beauty. I turned to gaze deeply into the eyes of the show-mare and she responded in kind. It seemed to me as though both of us wanted to dive into the oceans that were our eyes.

"I love you, Michael," she whispered.

"Trixie, je t'aime seulement tous les jours," I sighed as I continued to gaze into her eyes. She responded by hugging me very tightly and kissing me passionately on my lips, both of us exchanging our love juices. We might be in similar bodies, but tasting the tang of my juices contrasted with hers. Mine seemed to have a more acrid taste to it, which surprised me. Trixie seemed to grin at tasting her own juices.

"Trixie is sweeter than you, Michael," she giggled softly, then kissed me on my lips yet again.

"What do you want to do next? We've still got all night," I offered.

"Trixie needs to catch her breath for a minute -- she will think of something," she smiled impishly.

We continued to lay beside each other, gazing at our reflections in the mirror I had magically attached to the ceiling. I took a moment to closely examine the minor differences between our bodies, even though we were supposed to be identical. There was the most obvious of those differences, my cutie mark being a large dark blue six-pointed star superimposed on a slightly smaller white six-pointed star, surrounded by four considerably smaller white five-pointed stars arranged in a large square around the large double star. There was the fact that I had a bit more fat on my body than Trixie, though she seemed to admire the fact that I was about fifteen pounds heavier than her. There was a very subtle difference in our eye color, my eyes being about half a shade darker lavender than hers. Trixie idly swept her right fore-hoof up and down the length of my belly, from the neckline all the way down to my sex, lightly pushing the tip of her fore-hoof against it.

"Unh, you're tryin' to get me worked up again, Trixie," I moaned lightly to her, giggling ever so slightly. She smiled mischievously and planted a quick kiss on my lips again. I rubbed my left fore-hoof against her horn, up and down its length.

"Ooh, Michael, careful! You get Trixie started with that ..." she sighed softly, letting her words trail off. I continued to rub her horn, watching as sparks emanated from it and listening to her moan with increasing intensity as she tried to match my hoof movements against her horn with hers against my sex, rubbing it a little raw.

"Trixie, that's starting to hurt a little," I said a bit louder to try to get her to stop. It did feel really nice what she was doing, but the pain was starting to dull that pleasure a bit. I never have been one for pain and I let her know this.

"Maybe Trixie should go back to licking it with her tongue then!" she laughed, grinning very broadly. "Trixie likes the way you taste, even if you're not as sweet as she is!"

"You remember when I was on top of you? You get on top of me like that! NOW!" I commanded her, giggling as well. She returned my grin and climbed on top of me, putting her hindquarters in my face as I lay on my back on the bed. I leaned my head upwards to push my tongue into her very wet and slippery pussy, licking the lips with the tip of my tongue, my muzzle grazing the bottom folds of her labia. This sensation caused her to gasp very loudly and moan very deeply in pleasure before she called my name again.

"Ooh, looks like it has the same effect on you as it had on me!" I giggled, then moaned as she turned her attention to my pussy, licking and sucking on it, swirling her tongue around my labia, nibbling ever so lightly at the folds of flesh around my marehood. My moans seemed to match hers almost exactly as we continued licking, sucking, kissing, and nibbling a little. The waves of pleasure seemed to crash violently one right after another, leaving me panting and gasping for air as she lay heavily on top of me, the excessive warmth causing me to sweat profusely. Her body slid against mine as our sweat lubricated our coats of fur, and it was while this was happening that an idea struck me.

"Hey Trixie, I wanna try something," I said softly.

"What do you have in mind?" she asked, slightly nervously.

"We need a toy," I mused. "Do you think Twilight might have one?"

Trixie gave me a very wicked grin. "Are you thinking what Trixie is thinking?"

"If I think you're thinking what I think you're thinking, I think we have the same idea!" I giggled. "Let me ask Twilight, okay?" The show-mare nodded and giggled. I left the guest room and went next door to Twilight's room. The hallway was dark, save for my illumination spell emanating from the guest room as I had left the door slightly ajar. I knocked on the door, hoping Twilight was either still awake or had just laid down to sleep.

"Trixie? What do you want?" asked a very groggy Twilight as she rubbed sleep from her eyes.

"It's Michael, Twilight. We were wanting to know if you had any, um, toys?" I asked hesitantly. A very impish grin colored her features upon hearing me ask this.

"Hmm. If I think ... I think I have just the thing!" she exclaimed, perhaps a little too excitedly, using her magic to produce a box labeled "Study Aids" from somewhere and opened it for me. I rummaged around in it for a moment and found a rather long dildo with bulging protuberances at each end of the thing. It was made of soft rubber and about eight hooves long and half a hoof in diameter. "Oh-hoh, I see you found 'Mr. Big'!" she giggled. "Excellent choice if I say so myself! And I do! Have fun!"

"Thanks, Twilight, you're the best," I said softly before taking the toy with me back into the guest room. She giggled again before telling me to return it to her in the morning, but also letting me know she'd like to join in the fun some time. "Next time, I promise," I chuckled before closing the guest room door.

"Okay, Trixie, looks like we get to play with 'Mr. Big' for a little while," I giggled, showing her the dildo. She gasped in surprise, then gave me a very wicked grin.

"Oh, Michael, the things Trixie's going to show you with THAT!" she exclaimed in excitement.

"You'd better share with me," I said in a half-serious mocking tone that implied a bit of menace should she not do so.

"Trixie is going to do that, and so much more!" she grinned. She yanked it out of my telekinetic grasp with her magic, then proceeded to rudely insert it into her pussy, moaning loudly as she lay on the bed, her legs splayed wide as she forced the toy as deeply as she could before she cried a little in pain. I think she tried to take its entire length into her and it wouldn't go all the way in.

"Trixie, that thing is meant to be shared, so let me join you!" I giggled and climbed onto the bed, then on top of her body, sitting on her belly, my hindquarters pressed against the front part of her flanks. I tried using my magic to maneuver the free end of the dildo into my pussy, but not being able to see it all that well made that task rather difficult. I used our reflections in the mirrors to assist me and succeeded in pushing the free end of the toy into my sex. I moaned again, feeling the fullness and stiffness of the toy pushing against my vaginal walls, the ribbed end of the toy providing some intense stimulation.

"Trixie thinks you're too heavy," she stated flatly. I lay down on top of her and kissed her on the lips, a full mouth kiss, pushing my tongue into her mouth, wrestling my tongue against hers again for dominance. I bounced my ass up and down on the lowest part of her belly, the dildo sliding smoothly and swiftly up and down inside both of us. I had to break the kiss in order to catch my breath, the pleasure threatening to overwhelm me again. This sensation was so intense that it didn't take but a few minutes to push me over the top. I let out perhaps the deepest and longest and loudest moan I ever gave, which made Trixie blush in embarrassment, then burst out into full-blown laughter!

"This was your first time, wasn't it, Michael?" she grinned. I nodded my head dumbly as I climbed off her body and lay next to her, panting and gasping for air once again. I felt completely spent, but the pleasure was so intense! I had a craving that demanded to be satisfied, and this was just the beginning for me!

"Okay, Trixie, your turn now!" I giggled. "You get on top!"

She did not have to be told twice! She eagerly climbed onto me, her practiced magic easily maneuvering the toy expertly into both our love holes. I saw her give me an evil grin as she moved the dildo to a different hole, the sensation causing my eyes to go wide as saucers in fright then in pain.

"Trixie! Not THAT hole! Please stop!" I exclaimed as she began to push the dildo into my tightly puckered back door.

"Relax your body, Michael. This will stop hurting in a minute, then you're going to LOVE IT!" she cooed.

"No, I'm NOT!" I protested. The pain was almost overwhelming -- I went limp and whimpered in constant pain as she continued sliding the appendage in and out, keeping the other end in her anus. She moaned in constant pleasure, oblivious to my pain, though oddly enough, I could feel it starting to recede as my rectum seemed to adapt to the dildo, accepting its length and girth almost eagerly. I began moaning again, the strangeness of the sensation causing my pleasure center to react a bit more favorably. Noticing this, Trixie sped up her movements as she determined that I was now enjoying this activity.

"Unh, you're right, Trixie, it's starting to feel good!" I moaned, gasping for breath as another climax neared.

"Just as Trixie told you, Michael!" she cooed, giggling a little, then gasping and moaning as the sensation intensified her pleasure.

"If we had a second one of those, we could do a double ... thing," I offered, causing the show-mare to giggle even more loudly.

"Michael, Trixie likes THAT idea! But where, hanh, are we going to, hanh, get another one?"

"I dunno, Trixie, I think Twi only had one of those," I replied, though my moaning and gasping was intensifying as the sensation was really starting to work its magic on my pleasure receptors. We gave up the idea of looking for a second dildo as Trixie feverishly worked the dildo as swiftly as she could, pushing both of us to our next climax, a chorus of loud moans coming out of our mouths as we succumbed to the sensation, both of us shuddering simultaneously. It wasn't until after Trixie had spent her energy that she saw a small amount of blood on the sheet around my hindquarters.

"Oh, Michael, Trixie is so sorry!" she cried as she lay on top of me and kissed me again. The pain was only a memory at this point as she removed the toy.

"I tried to tell you it was too big for that hole," I said softly. "Do you know any healing magic?"

She turned her attention to my sex and started licking it again, savoring the taste. She ran small circles around my dock as well, adding fresh encouragement to my arousal. She continued her ministrations to my sex, giving my pussy lips a quick kiss as she licked, flicking the tip of her tongue against my love button. I started moaning again, smiling in bliss as I succumbed yet again to this most pleasurable sensation.

"Mmm, Trixie, that might not be healing magic, but it's working wonders!" I giggled. The earlier pain was now little more than a distant memory as I allowed myself to surrender to the overwhelming sensation of her expert ministrations to my sex, the pleasure returning once again in a tsunami of screaming her name! She took a moment to giggle, then returned her attention to her task. She used her telekinesis to take Mr. Big and slowly slide it into my pussy again, sliding her tongue around my dock as she did this. Another tidal wave of pleasure overtook me and caused me to scream her name yet again!

"Hunh, hunh, Trixie, hunh, hunh, let me, hunh, catch my, hunh, breath!" I gasped.

"Trixie wants you to do this with her!" she giggled as she released me from her oral assault and lay beside me again. We lay next to each other for several more minutes before I felt enough energy return to go for another round.

"Trixie grows impatient, Michael," she complained.

"I think we'll get to do a lot of this, Trixie -- give me a few more minutes to recover some more energy, then I'll do for you what you just did for me, okay? Deal?"

"Deal," she grinned, giggling softly. I climbed on top of her once again, but found this position wouldn't allow me to return her pleasure in kind, even though she really liked it when I was in this position, as it allowed her to lick and suck on my pussy as I did hers. "What Trixie was saying earlier -- forget it! She LOVES it when you're in THIS position!" she giggled as she grasped my flanks with her fore-legs, lifting her neck and head up to probe my pussy and anus with her tongue, causing me to gasp again.

"Hunh, Trixie, you AMAZE me when you, hunh, do that!" I moaned between gasps for air. I used my magic to slide one end of Mr. Big into her pussy and tried to lick her dock while doing that. I heard a more intense moaning coming from her when I did this, which seemed to push my passion into overdrive! She pushed her tongue even deeper into the folds of my marehood, probing as deeply as she could, though her tongue was a poor substitute for Mr. Big. The only saving grace was that she was also lightly nibbling my clitoris, which fueled my passion with more intensity. "Ooh, Trixie, you're, unhh! Ooh!" I moaned again. This caused her to giggle again.

"Was there ever any doubt?" she asked slyly. "You know Trixie is the best!" she giggled and continued to lick, sliding her tongue up and down. I wondered how much longer she was going to do this, but I was determined to match her pleasure with my own, sliding the dildo into and out of her pussy with an almost blinding swiftness, rubbing the top of her labia with my hoof in a lightly circular motion, and licking her anus as best I could, given my position on her body. Her moaning continued to increase in its depth and swiftness. "Unh, Trixie, unh, likes this! Unh! Michael! Unh! Ooooh!" she moaned, causing ME to giggle!

Fatigue was starting to overtake me at this point, my magic reserves nearly spent as well as my physical stamina. Trixie echoed my sentiment when I told her I was starting to get rather tired and probably needed to get some sleep. I climbed off her body and lay next to her again, sharing a rather passionate kiss.

"Ooh, Michael, I love you," Trixie sighed softly to me.

"Oui, Trixie, je t'aime!" I cooed to her. She smiled softly at me as we cuddled together and drifted off to sleep, dreaming very happy thoughts of each other, even though our bodies were practically identical. I kissed her one more time before I finally fell asleep, a big smile on my face as I turned off my illumination spell. The last thing I saw before falling asleep was an equally big smile on her face.

Author's Note

The events of this chapter take place during the last part of the chapter titled "A Happy Reunion" (Chapter 27) in my story "Why Did I Choose to be Trixie?" if you're interested in some context.

Filly Fooling with the Fabulous and Flirtatious Fashionista

Twilight, Trixie and I had a short discussion over breakfast and decided we needed to visit Rarity at her boutique. Since the show-mare and I were in nearly identical bodies, she suggested I go there instead of her as the fashionista might still be upset about her attempt to take over Ponyville or the green mane incident, hoping I might be able to mend fences with her.

"Are you sure you don't want to come with me, Trixie? You never know if she might be ... curious, so to speak," I said, flashing a mischievous smile.

"Trixie does not wish to make Rarity angrier with her than she may already be," the show-mare stated sullenly. "Please, Michael, do so for Trixie!"

"Okay, I'll see if I can make her happy or something," I said, slightly apprehensively.

"Oh, come on, Michael! Rarity knows who you are! She'll be happy to see you!" Twilight chirped.

"If she's going, can I go too?" asked Spike.

"No, Spike, this is a mission for me," I stated flatly.

"But, but, but, but, but ..." he mewled pathetically.

"You sound like a motorboat, Spike. There are certain ... things I need to pick up -- girly stuff, you know -- stuff you don't like, remember?" I asked, grinning mischievously. "You don't wanna try on some of the silly things she'll make you wear, non?"

"But ... it's Rarity!" he whined.

"Next time, Spike, I promise! I have to do this on my own! Sorry! Trixie, Twilight, I'll be back later ... don't wait up for me, okay?" I half-asked, still grinning broadly as I left the Library and headed off for Carousel Boutique.

"Trixie hopes Michael will change Rarity's mind about her," the show-mare mused.

"Would you like me to help you take your mind off that matter, Trixie?" Twilight asked in a sultry tone, offering a sly wink and a swish of her tail as she started up the stairs.

"Trixie would like that very much!" she giggled as she followed the librarian upstairs to the guest room to pick up where they left off.

I trotted through Ponyville, attracting some attention from other ponies as I made my way to the boutique. A certain bouncing pink earth pony mare intercepted me on my way there.

"Hey, Trixie, what's up? What'cha doing?" asked the pink party pony.

"It's Michael, Pinkie. I'm headed to Rarity's to pick up something special," I replied.

"Can I go? Huh? What'cha getting? Is it something for yourself? Is it something for Trixie? Can I join you back at the library? Huh? Can I? Huh? Huh?" Pinkie asked as she continued to bounce up and down very excitedly.

"Mmmmmaybe later," I grinned impishly. "I'll bet you taste like cotton candy ..."

Pinkie lifted her right fore-leg at an impossible angle and took a quick lick. "Nope! Tastes like regular plain old Pinkie Pie!" she giggled.

"That's not exactly what I meant," I grinned mischievously.

"Ooh, what DO you mean?" she asked almost innocently. I was looking at her cutie mark and she followed my gaze. "Oh. Down there, huh? Hmm. I might be tempted to let you taste it later, Mikey!" she giggled.

"I wonder how freaky that filly really is," I thought to myself as I arrived at the front door of the boutique. "Seeya later, Pinkie!" I called to her.

"I'm sure you will, Mikey!" she giggled and bounded off toward the bakery. I rang the doorbell and waited for Rarity.

"One moment, darling!" the fashionista called down. I heard hoofsteps descending a staircase and then Rarity opened the front door and glared at me. "What do YOU want?" she nearly growled at me.

"Rarity, please. It's me, Michael!" I said, somewhat hesitantly. Her expression changed quickly, her frown turning into a smile.

"Michael, darling, please come in! I'm sorry about that, it's just that I still have some hard feelings towards that egotistical show-mare," she offered.

"I apologize for the confusion, but my cutie mark should have been enough to let you know that even though I may look like Trixie, I'm not really her."

The alabaster mare glanced at my flanks and noticed the odd cutie mark and gasped. "How did you get Twilight's cutie mark, darling? You're missing one of the white stars!"

"That happened in the other universe I visited -- it's a long story, and I'm here on business. I need an outfit, Rarity -- I heard you're the best, and I need something truly breathtakingly sexy and seductive!" I smiled.

"Ooh, a challenge! I LOVE a good challenge! Darling, it will be a pleasure to come up with something truly magnifique for you!" she beamed. "Come with me, I'll need to take your measurements!"

"With pleasure, Rarity," I grinned and followed her upstairs to her workroom. Immediately after I followed her into the workroom, she magically closed the door and locked it, flashing an impish grin at me.

"Darling, you have no idea of just how long I've been wanting to get my hooves on you!"

"Is that a good thing or a bad thing?" I asked innocently.

"Oh, where are my manners? Sorry about that, darling, it's just that -- the request you gave me filled my mind with ... shall we say, less than ladylike ideas?"

"Ooh, Rarity! I'm very curious to see what you can come up with! The naughtier the better," I grinned.

"Ah, a mare after my own heart! Please stand over here, dear, let me get those measurements," she chortled, levitating a tape measure, a pad of paper and a pencil over to her vicinity. I trotted over to a raised platform where the fashionista started maneuvering the tape measure around my body. She took the opportunity to familiarize herself with my body on a very intimate level, touching me here and there as she allowed herself to succumb to the temptation my body offered. I giggled a little at her touch when it tickled, then gasped as she took a bolder approach, sliding her left fore-hoof between my hind legs, tracing her way up to my sex and rubbing it gently. I moaned in pleasure as she did this.

"Not one to mince words, eh Rarity?" I said between giggles and moans as she sped up the movements of her hoof. Her touch bespoke of great expertise, as though she had years of experience touching mares in the correct places to achieve the desired result.

"But of course, darling! I'm just trying to get you warmed up! I'm curious to know how it feels to be a stallion inside a mare's body!" she stated, smiling broadly at me. She continued pushing and sliding her hoof against my labia and love button, going in light circles to intensify my pleasure. Instinctively, I moaned even louder as I could feel the pressure of an oncoming orgasm.

"You don't wanna make me cum already, do you? I would like to give you as much pleasure or more than you give me!" I giggled.

"Ooh, daaar-ling, I think that would be wonderful!" she giggled. "I believe you're even more sensitive down there than Twilight! I can smell her scent on you -- did you pleasure her as well?"

"Yeah, that was earlier -- I want something special that will make her jaw drop when she sees me wearing it!" I beamed.

"Ah, yes, business before pleasure. Very well then, Michael, I have the needed measurements and I know just the thing which will truly impress not only Twilight but you as well, and maybe even Trixie herself! Speaking of whom, where is she now?"

"She's still at the library with Twilight. I believe the two of them might be having a little fun during my absence," I mused.

"And she didn't even invite me! I'm disappointed," she pouted.

"Rarity, if you can forgive Trixie, I think Twilight wouldn't mind you joining us back at the library. Pinkie Pie said something about wanting to come along as well, so to speak. Would you be interested?" I asked, flashing a wicked grin. Rarity's smile widened even further upon hearing this.

"Darling, you're going to make me wet just fantasizing about that! Of course I'd love to join you!" she giggled playfully, flashing a knowing wink. "Now let me see here," she mused, glossing over her work table, scribbling furiously with her ink quill. She dashed out a quick design, nothing terribly fancy, but quite impressive nonetheless, and showed it to me.

"Hmm. A saddle? Kinky! Ooh, long socks? A flower? I'll have to see what it looks like when you've finished with it and when I try it on," I mused. "I know I shouldn't rush you, but it looks fascinating."

"I do my best work when inspiration hits me like this! I'll have it finished in no time!" she exclaimed excitedly. She dashed to her sewing machine, her magic working at a frenetic pace -- it seemed as though she was quite impatient to see me wearing it as well! I could have sworn it only took her five minutes to finish the outfit for me as she rushed back to meet me with the finished product.

"Ooh, lavender, purple, pink and yellow! Very nice! The white socks with purple garters are a very nice touch! Let me see here," I said, barely able to contain my excitement as I quickly slipped the socks onto all four of my legs, sliding the purple garters nearly all the way to the top. I placed the saddle on my back, fastening it to my barrel, a harness of sorts holding it firmly against my chest. Rarity placed the flower on a purple headband behind my horn and styled up my mane and tail, brushing them out to give them more volume.

"Ooh, daaaar-ling, you look absolutely stunning in that ensemble!" the fashionista exclaimed and licked her lips lustily. She expressed her satisfaction by giving me a big toothy grin.

"Please, let me see what I look like, Rarity!" I said excitedly. She brought a mirror over to where I was standing. "I need to lay on a sofa so I can give it the full effect," I offered. The fashionista pulled a red chaise lounge from somewhere for me and offered for me to lay on my belly. The mirror was re-positioned so I could get a better look at myself. I'll have to admit that seeing myself in Trixie's body wearing such an extremely sexy outfit made me wet between my hind legs! "Ooh, Rarity! You've outdone yourself on this one!" I cooed loudly to her. "I want to thank you in a very special way for this!"

"Oh, the pleasure's all mine, darling!" the fashionista grinned slyly, climbing onto the couch with me and giving me a quick kiss on my lips. I put my left foreleg around her back and drew her close to me, opening my mouth to extend my tongue into hers, swirling my tongue around hers. Her eyes went wide with surprise for a second, then half-lidded in pleasure as she allowed herself to surrender to her passion. She thrust her tongue into my mouth almost forcefully, lashing her tongue against mine as she sought to take dominance in our passionate embrace. We breathed sharply through our nostrils, trying to prolong the kiss. Another few moments passed as we continued to fuel each other's desire, the sensation of kissing causing us to lose any inhibitions towards a greater endeavor. We broke off the kiss for a moment, a strand of saliva linking our mouths.

"Darling, who taught you how to kiss so well?" she grinned, blushing lightly.

"I've had some practice -- Trixie knows how to kiss very well," I giggled.

"I hope that's not the total extent of your payment," the fashionista pouted, batting her eyes very seductively at me.

"Rarity, dear, you wound me! Of course that's not all! That's just to get us warmed up!" I grinned. I licked my lips and widened my grin. I stole another glance of my reflection in the mirror, entrancing myself yet again with the vision of sexiness staring back at me.

"Darling, you are just like Trixie in that regard -- always concerned about your appearance," the fashionista huffed impatiently.

"Rarity, please give me more credit than that! This ensemble you have made for me is exquisite! I can't help but stare at just how sexy I am in it!" I giggled. I laid on my back, spreading my hind legs open as an invitation to the alabaster mare, who grinned in approval as she nearly pounced on my glistening sex.

"Well, darling, how can I resist such a temptation?" she giggled, then set upon my pussy with such fervor I gasped in a combination of surprise and pleasure at her swiftness. She lapped at the folds of my labia, then opened her mouth as wide as she could to take all of it in. She delved into the depths of my pussy with that wonderful tongue of hers, gliding, probing, pushing, swirling it around my clitoris.

"Aaah, Rarity! Ooh, yes! Deeper! Unh!" I cooed, moaned and grunted. I arched my back, thrusting my hips into her face, trying to get her to go further in! "Mmmh, yes! That's it!" I exclaimed as she lightly nibbled my love button. "Don't make me cum just yet," I huffed between gasps for breath. Even so, it was hard for me not to put my forehooves on her head, trying to push it deeper between my haunches!

"Mmmmh, I love the way you taste," she cooed as she came up for a breather. She smiled at me and licked her lips to savor the taste of my love juices, then returned to her ministrations on my sex.

"Wait, Rarity -- climb onto me and put your hindquarters in my face -- I wanna taste you as well!" I giggled. The fashionista gave me a wicked grin and turned around, climbing over me, pushing my haunches aside with her forehooves. She spread her haunches across my face as I inhaled the scent of her musk, extending my tongue to the dark grey fleshy folds of her pussy, glistening lightly with just a bare glaze of her love juice. "Mmmh, Rarity! You taste so sweet!" I giggled, my breath blowing across her sex causing her to gasp and moan in surprise and pleasure.

"Ooh, darling! Do that again!" she insisted, then did so for me, causing me to shudder. "Ha ha, I didn't know you were that sensitive!" she laughed, her giggling proving to be quite infectious. She then returned her attention to my pussy, licking and sliding her tongue all the way up and down its length and ran a few circles around my dock with the tip of her tongue. I moaned in pleasure as her expertise was pushing me ever so close to a climax. I tried to mimic her actions, sliding my tongue in circles around her labia, her clitoris, and her dock, massaging her cutie marks with my forehooves. Her moans and gasps had a deeper resonance to them than mine, her voice seemingly enhancing my pleasure. The two of us continued our ministrations on each other's sex, pushing us even closer to our climaxes. I had opened my mouth as wide as I could in an attempt to fully please the alabaster mare, pushing my tongue as deep into her love tunnel as I could.

Between gasps for breath and her moaning, Rarity asked me to imitate Trixie's mannerisms, declaring that if I looked like the show-mare, I should act like her as well! I think she probably wanted me to do that to further her excitement, but I decided to give it a try.

"Trixie doesn't know if she can make Rarity think she is me," I said between my moans and gasps, almost huffing between the words.

"Give me more, Trixie! Please! Ooh, yes, darling!" the fashionista said between her gasping and moaning. I think I might have found a way to excite her further as I could feel her body starting to tense up ever so slightly, her moans becoming a little bit longer and louder as I continued my ministrations, licking and sucking on her pussy, pushing my tongue as deeply as I could into it.

"Trixie can't talk with Rarity's pussy in her mouth," I giggled, my breath blowing across the very wet fleshy folds of her labia causing her to gasp quite a bit more loudly than normal.

"Aaah! Trixie! Yes! Keep going!" she cried, screwing her eyes shut in eager anticipation of her coming climax, her body tensing up even further as the pressure continued to build. Her excitement was feeding my passion as well, my tongue quickening its pace on, around, and into her love tunnel, my teeth lightly nibbling her little button. As good as I was, she was considerably better, her ministrations to my sex working their magic on my brain.

"Trixie, huff, is, huff, getting, huff, huff, close! Make Trixie cum! Aaaah! Yes!" I exclaimed as my passion was beginning to overtake me, causing me to lose some control over my attempts to provide the fashionista with the pleasure she craved.

"Oooooh! Trixie! YESSS! TRIXIE!!" she screamed as she surrendered to her passion, the wave of pleasure crashing with the force of a tsunami. Her love juices flowed freely as I eagerly lapped up the liquid, trying to get every last drop. It was at this point that my orgasm hit like a freight train, my body tensing up and shuddering as I allowed the pleasure to overwhelm me. I could feel the alabaster mare licking and sucking my love juices with just as much fervor as I had done for her.

"Trixie liked that very much!" I giggled, cooing softly to the fashionista.

"Good, I'm glad you did! We're not finished here, yet," Rarity said softly, flashing another wicked grin. She went into her closet and fetched a brown cardboard box which looked an awful lot like Twilight's "Study Aids" box and fished out a few toys. My eyes went wide when I saw her don a dominatrix outfit and wielding a riding crop in her light blue aura, which also held a ball gag.

"T-t-trixie is n-n-not s-so sh-sh-sure about th-this," I stammered badly. "Trixie does not like pain," I added, my words tinged with more than a little fear.

"Oh, you're no fun anymore," she said dejectedly and placed the toys back in the box before fishing out a long dildo which looked an awful lot like "Mr. Big."

"Well, Trixie, darling, if you won't let me have my fun one way, I'm sure we can do something else, yes?" she grinned.

"Rarity! What kind of mare do you think Trixie is?" I asked hesitantly.

"An impatient one, I hope?" she half-asked. I giggled in response to her little joke and simply nodded my head. I was still laying on my back on the chaise lounge, my legs spread wide and my sex glistening with my pussy juice. Rarity had to force herself to tear her gaze away from my sexiness, her cheeks a bright rouge from her blush. "I'll take that as a yes, darling!" she giggled as she trotted prettily to me, the long dildo in her light blue telekinetic aura. She slipped one end of the dildo deep into my love tunnel, filling it up completely. I moaned in deep pleasure at the sensation, one I figured I could very easily get used to!

"Trixie likes the way this feels," I cooed softly to the fashionista, smiling warmly at her. She pulled another chaise lounge out of a pocket dimension or something -- I didn't bother to ask her where. She pushed the end of this one against the end of the one I was laying on and climbed onto hers. She scooted closer to me, spreading her legs in order to sandwich mine with hers. "Trixie hopes you plan on scissoring with her," I said, giving her a toothy grin.

"Oh, Trixie, darling, I'm going to do much more than that!" she giggled as she managed to slide the free end of the dildo into her pussy, her legs splaying around my belly and between my legs. She licked her lips again and smiled broadly before moaning as she pushed herself into me, the dildo filling her love tunnel completely as well. Our lower lips were touching at this point as she began grinding her hips, sliding back and forth ever so slightly. I arched my back again, the sensation proving to be extremely pleasant, fueling my passion, the warmth beginning to heat up again.

"Ooh, Rarity! This ... Trixie likes this!" I moaned, rocking my hips against hers. She giggled and moaned again, her passion rising in tempo with mine. I tried to time my movements with hers so that we could bump against each other. We were starting to get a good rhythm going, moaning, gasping and crying out in ecstasy, each of us feeding off the other as our passion continued to build once again. Rarity continued to call me Trixie as she sped up her movement. I tried to keep up with her movements, my somewhat clumsy attempt to fulfill her passion caused her to ask me to talk some more in an attempt to push her into that next wave of desire. "Trixie, huff, is, hanh, trying, hanh, hanh, to *gasp* keep up, huff, with, hanh, huff, Rarity! Hanh, hanh, aaaah, yes!" I cried out as the next wave of pleasure crashed over me. I allowed the sensation to overwhelm me as Rarity quickened her pace in order to reach her climax. She swiftly slammed her lower abdomen against mine, rocking and grinding as much and as quickly as she could in order to push herself over the edge.

"Come on, Trixie, darling, help me! I can't have you lose me like this!" she complained, almost pouting at me.

"Trixie says let her lick your pussy again, Rarity!" I giggled. "You seemed to enjoy that quite a lot!"

"Yesss, you are pretty good at doing that, Trixie!" she chuckled in agreement, flashing a big grin.

"But maybe if Trixie licks your horn ..." I mused softly.

"Ooh! Trixie, darling, you'd do that for me? Ooh, yes, please! Please do so!" the fashionista practically begged.

I trotted around to the end of her chaise lounge and braced my forelegs on it as I stood on my hind legs. She obliged by lowering her head low enough so I could get close enough to her horn to lick it. She still had part of the dildo in her love tunnel, using her magic to slide it in and out for extra stimulation and her left fore-hoof on her little love button to assist in achieving her orgasm. I opened my mouth wide and stuck my tongue out about as far as I could and starting with the tip of my tongue worked my way up the ridged shaft of the protuberance, her magic aura providing a tingling sensation to my tongue. The response I got from her was immediate! She moaned very deeply in pleasure as I licked her horn using the broadest part of my tongue, feeling the power of her magic as I drove her into a wave of pleasure, her body stiffening up immediately then trembling and shaking from the intensity of her passion.

"Ooooooooh, YESSSSS! TRIXIEEEEEE! AAAAHH! YESSS!" she squealed as she succumbed to her passion, the sheer intensity of her orgasm causing her to squeeze her eyes shut as she moaned and gasped a few more times, the sensation dissipating as she descended from the heights of her pleasure. She gazed at me, the passion and lust still shining brightly in those beautiful deep blue eyes of hers.

"Rarity, your eyes are so beautiful," I stated softly. "And the rest of you's not bad, either," I giggled.

She snorted a little, but giggled as well. "Well, darling, I'm glad you enjoyed yourself! And thanks for giving me such pleasure as well! I hope we can do this again some time, Trixie!"

"May I take a shower? And clean this outfit up a little? We kinda got it a little messy," I chuckled.

"I would like to join you in the shower, darling! That is, of course, if you don't mind?"

"Hmm. I guess we could do that," I said. I removed the outfit and set it aside so it could be cleaned later. I was surprised by just how wet we had gotten as a result of us indulging our passion for each other.

"Darling, please say it like Trixie! You still look like her, so ... please, keep up with the act! It keeps me in the mood, you know!" the fashionista exclaimed, giving me another pouty look.

"Trixie requests a shower with Miss Rarity! Please help Trixie wash off her sexy body!" I giggled.

"That's the spirit! Yes, of course, I'd be happy to join you in the shower!" the alabaster mare grinned.

We trotted to her bathroom and she opened the shower curtain and turned on the water using her magic. She adjusted the temperature to her favorite level of heat and climbed in, beckoning me to join her. I climbed into the tub which was just large enough for the two of us. The water was a bit hotter than I preferred, but not uncomfortably so. I luxuriated in the warmth of the water flowing over my coat and through my mane and tail. She poured some shampoo on my back and worked her hooves into my coat, lathering it up quite nicely. She did the same for my mane and tail and paid special attention to my sex, running a hoof up and down its length, causing me to moan and gasp in pleasure yet again.

"Trixie wants to return the favor," I said softly, but loud enough over the noise of the flow of water from the shower head.

"Not until you're completely clean, my dear," she replied, continuing to work the lather out of my coat, mane and tail, but also rubbing her hoof on my pussy. I moaned again as she did this.

"Oooh, Trixie likes the way that feels! But Trixie wants to soap you up now! Please?" I begged, giving her my best pouty look. The fashionista seemed to admire my wet mane and tail as they hung limply over my head and backside. I saw her eyes go half-lidded as she continued to stroke my labia with her left fore-hoof, seemingly oblivious to my request.

"Trixie wants to soap Rarity up! NOW!" I commanded. I added a giggle to let her know I wasn't trying to be mean to her.

"Give me a moment, Trixie! You are so sexy, darling! I can't keep my hooves off you!" she cooed.

"Trixie knows she is sexy, Rarity! Trixie grows impatient!" I implored. "If Trixie keeps this up, she will begin to think that MIchael doesn't exist anymore!"

"I understand your concern, darling, but please don't worry. I just need you to keep the act up a little longer, Trixie! I only want to have one more climax and then you can go back to being Michael, if that's what you really want," she stated softly.

"Will you at least let me soap you up? Or does that not turn you on?" I asked.

"I rather like playing with your pussy, Trixie, darling! I love how soft and pretty it is!" she giggled.

"Yeah, but is that helping you approach your climax, or are you just so enamored with Trixie's pussy you can't help yourself?" I chided, offering a soft chuckle.

"A little of both, darling!" she replied as she continued to rub my nethers with her fore-hoof. I turned around and kissed her, mashing my lips against hers. She was shocked by this sudden turn of events, but relented and allowed me to hold her close as the flow of water splashed over our heads. We closed our eyes to keep the water from getting in them as we opened our mouths to let our tongues explore, dance, and wrestle again. She broke away from the kiss first.

"Trixie, darling, a little advance warning would be helpful, you know," she said, giving me a slightly hurt look.

"Trixie decided to take matters into her own hooves, Rarity! It's TRIXIE'S turn to soap you up now!" I giggled, taking the shampoo bottle in my aura and dumping a little onto the fashionista's back, working my hooves into her nearly pure white coat, that beautiful deep purple mane and tail of hers, lathering her up quite nicely. For good measure, I returned my attention to her pussy, sliding my left fore-hoof up and down the length of her labia, rubbing tiny circles around her little love button, eliciting some deep breathy moans from the alabaster mare.

"Oooh, Trixie! Please keep that up! Oooh, yes! Aaaah!" she moaned, pushing herself back into me, my fore-hoof nearly jamming into her love tunnel. I moved my fore-hoof back a little to continue my light rubbing as she backed up again, pushing her hindquarters into my chest. I reared up onto my hind legs and rested my barrel on her back. "Trixie, you're not secretly a stallion, are you? If you have a penis, please slide it into me now, darling!" she moaned.

"That's not what Trixie meant to do, Rarity! Trixie does not have a ... she can't even use her magic to do THAT!" I exclaimed.

"Please, Trixie! Give it a try! Just for me! PLEASE! Have you any idea of how long it's been since I last had a good rutting?" the fashionista exclaimed in exasperation.

"Trixie will try, but she makes no promises!" I replied. I concentrated my magic, imagining myself as Trixie having become a futa-mare. My aura coalesced around my lower abdomen, enveloping an area around where a sheath with a stallions glans might be. I screwed my eyes shut trying to do this, but nothing was happening.

"Trixie is sorry, Rarity. She tried, but cannot do it," I stated dejectedly. At this point, the water started to get cold, so we got out of the tub and the fashionista turned off the water. We toweled off and Rarity brushed her teeth. I asked her to let me do the same, but she told me she didn't have a spare toothbrush.

"Well, you gave it your best shot, Trixie. Even so, I am still quite pleased with what you have done for me today!"

"Like I said before, Rarity, you're welcome to accompany me to the library -- I'll bet the REAL Trixie might be able to better please you than me. Thanks again for that outfit -- I can hardly wait to show it off!" I stated excitedly and retrieved said outfit, folding it up as neatly as I could.

"That sounds like a good idea, darling! I shall indeed join you!" she grinned. She escorted me downstairs and out the front door of her boutique, hanging a "CLOSED" sign on the door just before we started on our way back to the Library.

Return to the Library

"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...

The Princess and the Stallion

Everypony stopped what they were doing as Princess Celestia had popped into the room. Twilight took a moment to regain her composure, though being sandwiched between Trixie and Rainbow Dash made that task considerably more difficult. The lavender unicorn blushed in embarrassment.

"Princess Celestia! Um, it's not what it looks like," Twilight offered, grinning sheepishly. Her mentor smiled mischievously.

"I believe it is, my faithful student! I would appreciate it if you would give me advance notice of such events as I am quite keen on joining in the festivities," the Alicorn chuckled softly, a wide grin on her face.

"Your Majesty, your tall stature is a bit intimidating -- I doubt we'd be able to provide the level of pleasure you might seek," I observed, my words quavering a little. I wasn't exactly sure how the Princess would react to seeing this orgy taking place in Twilight's house.

"I am able to take certain measures to ensure your success in that endeavor," the Alicorn chuckled. She lit her horn which glowed pink, then caused all of us to gasp in amazement as she reduced her size to match the rest of us. I let out a low whistle when she finished, her height only slightly taller than her student. "Was your expression one of appreciation?" she asked me. I could only nod my head in affirmation, awed by her smaller appearance. "I see you are wearing an appropriate outfit for this occasion. Trixie, would you mind coming over here so we can enjoy ourselves?"

The show-mare hesitated and gave a look of apprehension before slowly trotting over to us. Celestia sidled over to the bed I was still laying on, drinking in the sight of my sexiness.

"Ah, Michael. I have certain plans in store for you! But while you still happen to be in a copy of Trixie's body, I would like to take advantage of this situation -- I saw what you and Trixie were doing with my faithful student and trust me, it was all I could do to prevent myself from popping in at that point! Since you both are here now, I would like to experience that feeling firsthoof," she said, smiling warmly. "Trixie, please come over here -- I don't bite!"

"Princess, there's only one bed there," Trixie protested lightly.

"That shall be remedied immediately," the Alicorn stated flatly, producing another bed from somewhere with her magic, placing it to the end of the one I was laying on. Trixie smiled and climbed onto the other bed and scooted towards me.

"We're missing something," I mused, looking down to my nethers and seeing a distinct lack of a certain object...

"Ah, you mean Mr. Big!" the Alicorn chuckled, pulling the object out of thin air and inserting it into the fleshy folds of my pussy. My outer lips parted willingly as she pushed it deeper and deeper into my love tunnel, causing me to gasp and moan in pleasure as I was once again blessed with the sensation of fullness. I moaned deeply in contentment, causing the Solar Princess to giggle. "I haven't had this much fun in years! We're definitely going to have to make these sorts of events a much more frequent occurrence!"

Trixie opened her hind legs wide, scooting closer to me. Celestia guided the other end of Mr. Big into the show-mare's still sopping wet pussy, her nethers glistening in the light from all the wetness. My nethers were similarly wet, the sheen of light arousing me once again, the nipples of my teats rock hard. The Alicorn smiled, a mix of lust and desire on her face. She climbed onto Trixie, squatting over her face and leaned forward to kiss me. I was somewhat reticent to oblige her, but she took the lead and pulled me to her, her mouth opening wide in eager anticipation.

"Michael, just follow my lead," the Alicorn offered warmly as her mouth met mine. She inserted her tongue and began probing the interior of my mouth with it, then pushed down on my tongue as I tried to reciprocate her effort. Her long years of experience intimidated me, though her compassion and kindness showed through with her gentle touch. Our tongues danced in each other's mouths, her hold on me tight. I broke off the kiss, a strand of saliva connecting our mouths, causing me to giggle.

"Um, why not let me lick your horn, your Majesty?" I asked somewhat timidly. She giggled and laughed, but lowered her head for me, offering her horn. I extended my tongue, the tip just barely reaching it. Noticing this, she lowered her head further, allowing me to use the broad flat portion of my tongue to fully lick her horn. Her deep breathy moans took me by surprise as Trixie gave the Alicorn's sex a proper tongue lashing, her hooves tracing the large cutie marks on her flanks. The show-mare giggled as Celestia moaned and gasped in pleasure, her body tensing up, making me wish I were the one licking her flower!

"Princess, I would like for you to turn around and let Trixie lick your horn -- I would like to taste your nectar, if you would be so kind," I suggested. A big smile came to her lips, despite her moans of pleasure. Without bothering to address my suggestion, she turned around, forcing my back onto the bed as she spread her haunches over my face. I took in the sight of her very wet inner thighs and glistening sex as she lifted Trixie up to kiss her. My ministrations to her pussy worked their magic on her as Trixie licked her horn. I felt her body tense up even further, almost giggling at how well the two of us were doing.

"OOOOHHH, SSHHHHIIT! YESSSS! AAAAHHH! YESSS!" Celestia moaned as we propelled her over the edge, her climax causing her to shudder violently. The sensation of her surrendering herself to her passion caused my body to tense up, clenching the dildo tightly in my pussy, my brain seeming to short-circuit as I tasted the flowing love juice coming from the Alicorn. Her nectar had a sweet taste to it, as though she anticipated my desire. Trixie moaned as I bucked my hips against hers, trying to intensify my orgasm. She gave in to her desire just a moment later, her body shaking as her orgasm took hold. She rode it out, trying to prolong it as much as she could, moaning deeply into the Alicorn's mouth.

The others had been transfixed by this sight, but once Princess Celestia gave in to her desires, they resumed their earlier activities, with Pinkie, Rarity, and Fluttershy making up one threesome, while Rainbow Dash and Twilight engaged each other in licking each other's pussy. The sounds of everypony moaning and gasping and otherwise expressing the release of their emotions added to the overwhelming auditory stimulation, driving everypony else towards an ultimate crescendo of passion. The room was beginning to become stifling with heat, an observation I commented on, causing the Alicorn to use her magic to vent the humidity through the ceiling and roof, then allowing fresh air to circulate, which brought about some needed relief. The air circulation helped cool things off a little, but the stink of all that sex was a little harder to dispel.

"Trixie, have you experienced this sensation yet?" asked Celestia. The show-mare was in mid-lick of the Alicorn's horn but stopped for a moment to answer the question.

"No, Princess, she has not," she replied somewhat sullenly. "Trixie desires that feeling!"

Without further ado, the Alicorn exchanged places with Trixie, the switch happening very swiftly -- I was astonished by this display of swiftness, eliciting a light chuckle from Celestia.

"You might be surprised at what I can do, Michael," she grinned as she pushed the free end of the dildo into her love tunnel and scooted up to scissor her hind legs with mine. Trixie's haunches were in my face now, giving me another opportunity to probe her very wet pussy with my tongue. Celestia leaned forward to kiss Trixie, then pulled her a little closer so she could lick her horn. The show-mare's reaction was amusing as she moaned every bit as deeply as I had when I was in the same position, her cries of pleasure sounding even more erotic as her body shuddered. Her love juices drenched my face as she came hard, causing me to lick furiously in an attempt to claim every drop, though quite a bit made its way onto my face. I leaned forward into her haunches in an attempt to wipe my face on her nethers, which seemed to send her into yet another wave of pleasure -- that, or maybe Celestia's attention to Trixie's horn coupled with my ministrations to her sex pushed her over the edge again.

"AAAAAAHHH! OOOOOOOHHHH! YESSSS!!" Trixie nearly screamed as she was overwhelmed by her climax. The Alicorn nearly giggled at this reaction, but for me, the sounds of the others in the room engaged in their actions, coupled with the intense sensation of that dildo buried as deeply in my pussy as far as it could go, along with Celestia's bucking of her hips against mine were enough to send me into another shuddering and shaking climax. I clamped my forehooves on Trixie's flanks, which seemed to intensify her orgasm until she relaxed, letting her weight rest on my barrel.

"Mmmh, Trixie!" I cooed softly to her. She turned around to face me now, putting her sex in Celestia's face -- apparently, this was all the invitation the Alicorn needed to begin lapping at the show-mare's folds, causing her to gasp, first in surprise, then in pleasure as the Princess' expert ministrations caused Trixie's brain to short-circuit, her deep breathy moans renewing my arousal.

"Mmmh, Michael! Trixie wants you to kiss her! Trixie wants you to lick her horn!" she gasped as Celestia continued to lick and suck on the show-mare's fleshy folds and nibbling at her clit. I leaned forward a little and also pulled her forward to me to kiss her passionately, probing her mouth with my tongue. She broke off the kiss and reiterated her desire for me to lick her horn, a task I greedily accepted as I leaned a bit further forward to access the appendage, swiping my tongue roughly against it.

"AAAAH! OOOH, FFUUCCKK! YESSS!" she cried out again, drawing everypony else's attention to her.

"It would appear we're pleasing her quite well, Michael," the Alicorn giggled.

"I kind of figured that, your Majesty," I replied, a light chuckle escaping my lips.

"Perhaps there's a way you could provide her even more pleasure -- have you thought about becoming a stallion yet?"

"Your counterpart in the other universe did that for me, but her students found my new appearance highly amusing, so I had her change me back into Trixie. If there's a way you could give me an appearance as a stallion which would not provoke laughter, perhaps I could be persuaded into accepting such a transformation," I replied.

"What did you look like, darling?" asked Rarity, who interrupted her licking of Pinkie's pussy, causing the party pony to groan in disappointment.

"My colors were burgundy and chartreuse -- I'm partial to purple and gold, myself, so I suppose having a purple coat and yellow and orange mane and tail would be fine," I answered.

"How long was your cock?" asked Rainbow as she grinned broadly at me. I caught sight of Fluttershy blushing furiously at this question, then hide behind her mane again.

"Too damned long," I responded in an annoyed tone.

"Hah! There's no such thing!" the cyan pegasus retorted.

"I was longer than Big Mac," I offered, which elicited a low whistle from all the other ponies, except for Celestia, who smiled pensively for a moment as she contemplated what that might look like.

"You know, Michael, I would have liked to have seen you like that," Fluttershy opined before blushing again.

"Daaaar-ling, burgundy and chartreuse? What were you thinking?" the fashionista asked in exasperation.

"I don't know, Rarity," I replied.

"Michael, are you ready? Please remove your costume as it will no longer fit you when I effect this transformation," the Alicorn advised.

I'll have to admit that I was more than a little reluctant to remove the outfit -- I had become quite enamored with its appearance, as it made me look extremely sexy while I was wearing it. Unfortunately, the time had come for me to remove it. This song began playing as I slowly stripped each of the sopping wet socks off my legs, taking care with each one, then flinging each one randomly at the other ponies who watched me with hungry eyes. Rainbow flew to catch one of them in her teeth and another one hit Rarity in the face as she was paying more attention to me than where I was randomly flinging the socks. It made a somewhat loud and wet smacking sound as it found its mark.

"Ooh, sorry about that, Rarity," I said meekly, a worried expression on my face. She removed it with her left fore-hoof, still wearing a big smile.

"Oh! It's ... it's quite all right, dear! Please! Please, keep going!" she giggled, her blush deepening.

I took a moment to survey the reactions of the others -- Pinkie Pie was grinning from ear to ear; Rainbow smiled broadly at me,waving the sock she had caught; Fluttershy was hiding behind her mane, but taking the occasional peek at me to see what I was doing; Princess Celestia was watching with mild bemusement, wearing her trademark demure smile; Twilight was biting her lower lip, her eyes half-lidded, and Trixie grinned broadly as she watched me. I believe she might have been taking mental notes of my impromptu strip tease for a possible future act of hers.

I unfastened the harness from the front, which allowed the saddle to slip loose from my back. I smiled seductively, wiggling my hips provocatively in time with the heavy drum beats and slowly removed the remainder of the decorative accessories, turning so my hindquarters would be facing them directly and lifting my tail, spreading my haunches as wide as I could without losing my balance to show them my winking marehood as the music finished at this point, the ponies cheering my performance.

"That was ... quite entertaining, Michael! I would like to offer you an opportunity to perform like that at my Castle some time," the Alicorn mused softly.

"If I'm going to be a stallion, I probably won't be able to do that again -- but perhaps Trixie might be willing to. I see all of you enjoyed yourselves," I grinned, noticing some of them had returned to their earlier activities. "Very well then, your Majesty, I guess I am ready now," I announced as I made sure I wasn't wearing any part of the outfit. At this point, the others stopped what they were doing to watch the Princess use her magic to transform me into a medium purple unicorn stallion, fairly well endowed, but not as nicely as Big MacIntosh. My mane and tail changed to a predominantly golden color with orange highlights at the edges, though a very faint sheen of red could be seen if I turned the right way. My mane and tail were styled in Zecora's fashion, something I think the Alicorn had interpreted from my thoughts. My eyes were a strong blaze orange, about the same color as Lyra's. As a newly transformed stallion, I had lost Trixie's cutie mark and was now a blank-flank. The transformation took only a minute, causing the others gawp at my new appearance.

"So, Michael, have you chosen a name for your new appearance?" asked Princess Celestia, smiling warmly as she watched me crane my neck around in an attempt to check out my new body.

"I would like to be called Amethyst Flame, your Majesty," I replied. "If I may have a mirror so I may fully examine my new body, please?"

Considering what the Solar Princess in the other universe had done for me, I was worried something similar might happen here. My fears were proven unfounded as the others wore big smiles of approval at my new appearance and when I was provided a mirror, I too smiled in approval.

"Thank you very much, your Majesty," I stated reverently, bowing before her.

"I believe there is something else you can do for me, Amethyst," she grinned.

"I suppose that means you desire my services as a stallion now?" I asked. She smiled wider and nodded her head.

"You know what I want, Amethyst -- give it to me!" she commanded.

"But Princess, Trixie wants him to rut her first!" the show-mare whined.

"You'll get your turn, Trixie -- after all, we're supposed to get married, right?" I asked, giving her a smile.

"Trixie does not want you to rut all the mares here," she protested. "You are Trixie's stallion, yes?"

"We're not married yet, Trixie -- I give you this promise -- after today, I'll be yours and yours alone, okay?" I asked. I watched the show-mare hesitate, a mix of emotion playing across her features. After a few moments of tense silence, the others waiting quite impatiently on her answer, she spoke in an almost too quiet to hear voice. I begged her to speak louder.

"Trixie supposes she will let you have your fun today, Amethyst -- but Trixie wants to have her fun as well! Trixie wants to experience being a stallion so she can rut some mares today!" she exclaimed, a big grin on her face.

"Your Majesty, perhaps we can all engage in that activity?" I asked, giving her an expectant look.

"I like the way you think, Amethyst! It would be my pleasure to allow each of you to experience being a stallion for a short while today," the Alicorn offered warmly.

"Aw, YEAH!" the cyan pegasus shouted jubilantly. The others expressed similar sentiments, though Fluttershy and Twilight seemed to be slightly reticent about the possibility -- until they were transformed into stallions themselves! Upon seeing this transformation, Rainbow expressed some disappointment until her yellow friend tapped her on her withers, smiling demurely. Twilight made a similar request of Rarity, who blushed deeply at the prospect. Trixie was likewise transformed into a stallion, finding the only unoccupied pony to be Pinkie.

"Trixie wants to know if you might be willing to let her --" the show-mare began before being tightly hugged by the baker.

"Yes! Yes! Yes!" the pink pony exclaimed excitedly, turning herself around and presenting her winking marehood to the azure unicorn, who sized her up and grinned.

"This will be Trixie's first time as a stallion to do this -- she has always wondered what it would be like," she mused, pulling the party pony's flanks apart to get a better look at the dark pink fleshy folds of her very wet pussy. Pinkie moaned as Trixie brought the tip of her flaring member against the outer labia, which parted easily to make way for the show-mare's new appendage. She pushed firmly, her shaft going in past the medial ring, eliciting a deep breathy sexy moan from the baker.

"OOOOOHHH! YEEEAAAHHHHHHH!" Pinkie moaned as Trixie buried her cock as deeply as it would go into the mare's pussy, sliding effortlessly all the way in. Trixie arched her back, grinding her hips as she thrust back and forth, feeling the sensation to be extremely intense. "C'mon, Trixie! Go faster! Harder!" the baker cooed in a very sultry voice.

"Mmmh! Unh!" Trixie grunted as she quickened the pace of her thrusting, putting more force behind her thrusts, her ballsack making slapping noises against Pinkie's hindquarters. "Trixie, hanh, likes, hanh, this, hanh, hanh, very, hanh, much!" she panted as she sped it up even faster.

"Ooooh! OOOOHHH! AAAAAHH!" Pinkie moaned even louder, her eyes clenched shut as her body tensed up very quickly. Trixie smiled at her new-found prowess as she continued to send the pink pony into a state of bliss, her thrusting becoming a little more erratic as the show-mare began to lose stamina. The baker gave in to her pleasure just as the show-mare's body stiffened, her release just about to come, though when Trixie started spurting her hot jets of semen into Pinkie, the two of them moaned as their simultaneous climax caused their bodies to shudder.

"Amethyst, stop watching them and start rutting me!" Celestia commanded. I grinned sheepishly, turning my attention to the Alicorn who was still in her reduced size. I lowered my head between her haunches and gave her pussy a good long licking, eliciting another deep breathy moan of pleasure. "Mmmh, Amethyst! I hope you're doing that just to get warmed up! Don't tease me, rut me hard and fast!"

To emphasize her point, she spread her hind legs wide for me, giving me very easy access to her dripping wet pussy. My cock stiffened, the sight of her fleshy folds almost as entrancing as Fluttershy's. I climbed onto her back, guiding my rock hard member into her love tunnel, then slowly easing it in. I hilted almost effortlessly, though I could sense her vaginal muscles squeezing my shaft and began slowly thrusting in and out, bumping against her hindquarters.

"Mmmh, Amethyst! Go faster! Stop teasing me like that!" she moaned, egging me on. I grunted in exertion as I started pumping into her with more force, speeding it up a little. My efforts were rewarded by her renewed cries of passion as she bucked her hips, grinding against me, trying to force me into an even faster and harder rhythm. The sounds of the other stallion-mares fucking the mares who hadn't been transformed yet added another element of eroticism to the scene and served as a sort of aural aphrodisiac to put me firmly in the mood.

"Unh! Harder! Unh! Faster! Oooh! Yesss!" the Alicorn gasped, her body stiffening as I pushed her ever closer to the edge of release. I was getting pretty damned close myself and could feel my sperm rising, the heat coming from her body giving me comfort.

"Aaaah! Aaaahh! Cumming! Aaaaah!" I shouted, pumping as hard and as fast as I could go, hoping I hadn't disappointed the Princess. I didn't have to worry about that as she moaned in pleasure, her body shuddering with the force of her orgasm, her love juices flowing down my shaft as I continued to pump hot jets of jism inside her. I tried to pull out, but her pussy muscles contracted on my member, holding it fast within her.

"Aaah! Not yet, Amethyst! Aaaah! Oooooooh!" she moaned as she did her best to milk me of all my semen. I could still feel it squirting, wondering silently just how much I had in reserve as I rested all my weight on her back. She turned her head around in an attempt to kiss me, but this proved a little difficult. I watched Fluttershy pump furiously into the cyan pegasus, her shrieks having taken on a more masculine tone as she spent her stamina.

"OOOOH, YEAH! Oooh, Shy, you're AWESOME! YESSSS!" Rainbow hissed as she succumbed to her orgasm.

"Mmmmh, you like that, huh, Dash?" the yellow pegasus asked almost gruffly.

"AAAAHHH! Twilight, darling! You really know how to do that! Oooooh!" the fashionista moaned as the librarian grunted with her exertion, finally releasing her load and slumping over Rarity's back.

"Whew, that was exhausting," I noted, eliciting some giggles from the other ponies. "Okay, can we take a break and get some food? I suppose we can switch genders when we've recovered our energy and stamina." I received general approval of my request from everypony, Celestia included. I scanned the room, taking in the sight of the ponies in various states of exhaustion, noticing that just about every pony had chosen that moment to rest and catch their breath.

"Amethyst, I would like to thank you for this idea -- we should do this more often!" the Alicorn offered, smiling warmly.

"We're not finished yet, your Majesty -- it's time for the mares who haven't been switched to exchange genders with the ones who were -- and switch partners as well -- though I would like to remain as a stallion and give Trixie some special attention," I responded.

"I believe I can arrange that for you, Amethyst," she said, flashing a grin, then lighting her horn and changing Fluttershy, Twilight, and Trixie back into mares, then Pinkie, Rarity, and Rainbow became stallions. After this, we descended on the boxes of cupcakes Pinkie had brought with her, each of us taking three of the chocolate frosted confections.

Trixie on Trixie, Round 2 -- Plus Twilight!

I woke up to the sun's rays streaming through the window of the guest room. The mirrors amplified the sunlight, bathing the room in extreme warmth, so I magically removed all the mirrors, save the one on the ceiling. Trixie and I were wrapped in a tight hug with each other, our muzzles lightly touching. I took the opportunity to plant a kiss on her lips in order to wake her up.

"Mmm, good morning, lover girl!" I cooed softly to her. She smiled broadly and kissed me passionately in return.

"Good morning, Sunshine!" she said in a sing-song voice. Suddenly there came a knocking at the door.

"Come in, it's open," I called to the door. A rather disgruntled-looking Twilight entered, groggily rubbing sleep from her eyes.

"Which one of you two went 'OoooOooOOhhooooohhOOOOOHHHHHHH!!' last night?" she asked in an annoyed tone of voice.

"Um, that would be me, Twi," I giggled as I blushed deeply, my cheeks turning a bright red.

"I thought I asked you two to keep the noise down. I had a hard time falling asleep with all that moaning going on in here. Do you have any idea of what that did to me? It made me think about you two all night long," the librarian stated, giving her best pout and sad puppy-dog eyes look. "I want some, too!"

I turned to Trixie. "Hmm. Hey, Trixie, you wanna let her join us for some ... extracurricular activity?" I grinned broadly. Trixie returned my grin and giggled a little more than I thought she should.

"Trixie likes that idea!" she chortled. The librarian flashed a big grin and trotted prettily to the bed to meet us, barely able to contain her excitement. "So, Sparkle, what would you like to do?"

"Well, um ... I don't know exactly how to deal with two of you -- I've fantasized about Trixie in the past, but now -- two of you! This is like a dream come true for me!" she chirped happily.

"It pleases Trixie to hear that you fantasize about her, Sparkle!" she grinned.

"I know what I would like to do," I grinned mischievously. Trixie's expression matched mine.

"Trixie thinks she knows what you're thinking, Michael," she giggled.

"Sparkle Sandwich!" Trixie and I shouted in unison as I grabbed the librarian and pushed her down on top of Trixie, who was still laying on her back. Twilight was now laying belly to belly with Trixie, their muzzles just barely touching. The lavender mare blushed deeply in embarrassment and surprise, but Trixie took her out of that state by giving her a very deep and passionate kiss on her mouth. Twilight's initial surprise gave way to her desire and she returned Trixie's kiss with every bit as much passion as was being shown to her. I lay on top of the librarian's back, sandwiching her between us. I was facing her tail, which I swept aside with my left fore-leg, then leaned over her hindquarters to peer at her marehood. The fleshy folds of her pussy were several shades of purple darker than her coat, nearly matching the purple streak in her mane and tail. The sight was quite erotic, very beautiful. I took a whiff of her scent, breathing it in deeply, relishing the intensity of her musk. I gave her lower lips a quick kiss to see what her reaction would be.

"Oooooooh," she moaned as my lips touched her labia. I was quite surprised by her sensitivity.

"I haven't even stuck my tongue into it and you're already moaning?" I asked incredulously.

"I can't help it, Michael, it's very sensitive! Do that again!" the librarian implored excitedly.

"Trixie wants a taste of Sparkle as well! Save some for her!" the show-mare stridently demanded, causing me to giggle a little.

"There's plenty to go around, Trixie," I stated, trying to keep from breaking out into full laughter. Twilight giggled at this as well, but then started gasping as I extended my tongue and began licking the fleshy folds of her pussy. The sensation was causing her to lubricate quickly, her sensitivity intensifying the experience for her. I don't think I even got three minutes' worth of licking her pussy before her body shook and trembled as she moaned almost as deeply as I had last night! "Twi, you need to pace yourself -- you can't let your sensitivity cause you such swift orgasms," I chided her.

"But ... but ... this is the first time I've ever had anypony do that for me!" she exclaimed between gasps for air.

"Even so, you don't wanna wear yourself out! Trixie and I are more than willing to let you return that favor!" I chuckled.

"Trixie cannot support this much weight on top of her!" she complained.

"Sorry, Trixie," Twilight and I responded in unison as I climbed down off Twilight's back. We turned to each other and chuckled.

"Jinx!" I giggled at the librarian. She gave me a hurt look and Trixie gave me a quizzical glance.

"Sparkle, reverse your position!" the show-mare commanded.

"Wait -- that means -- ahh! I see!" the lavender mare grinned as a light bulb lit up above her head. She turned around on top of the show-mare, wrapping her hind legs around Trixie's head and placing her head between Trixie's haunches, giving her an excellent view of the dark blue fleshy folds of the show-mare's pussy. "Ooh, it's pretty!"

"Sparkle's is just as pretty," the show-mare mused aloud.

"Both of you are exquisitely beautiful," I added. "Now let me take turns helping each of you with that!" I exclaimed as I watched the two mares pleasure each other, moaning, gasping, huffing, licking ... I trotted over to where Twilight was giving special attention to Trixie's sex and joined her in providing pleasure to the show-mare's pussy. Trixie gasped as she felt the sensation of two tongues on her sex, then one slipping inside her love tunnel, the other one lightly running circles around her dock. Twilight and I continued our ministrations to the show-mare, taking turns sliding our tongues all over her hindquarters, her marehood, her dock, as well as my attention to licking her cutie marks, which seemed to intensify her pleasure even further. She almost involuntarily arched her back upwards to try to exponentially increase the pleasure, ready to surrender herself to the sensory overload.

"Ooooh! Sparkle! Michael! OOOOHHH!" she moaned as her body tensed and jerked with the very deep and strong orgasm she was experiencing, her cum hitting the librarian's muzzle. Twilight tried her best to lap up Trixie's love juice, but there was too much for her, so I assisted the librarian in that task! She giggled a little at having succeeded in bringing the show-mare to climax. The show-mare continued to moan softly, but also continued to lick Twilight's pussy, pushing her tongue into it, sliding her tongue around the love tunnel in light circles, flicking the tip of her tongue across the librarian's love button, causing her to moan just as deeply.

"Ooh, Trixie, your tongue! Ooh! Keep going! Oooooohhh yesss!" the librarian cried in ecstasy, almost at the same time Trixie moaned. The librarian was thoroughly enjoying the sensation of Trixie's tongue working its magic on her slit, the show-mare giving full attention to the entire length of the librarian's labia, lightly nibbling on her clitoris, causing her to moan deeply again. I joined Trixie in providing the same pleasure to Twilight, lightly running my tongue along with Trixie's occasionally licking her tongue as well as giving the show-mare a few kisses to let her taste the lavender mare's love juices.

"Ooh, Sparkle tastes VERY sweet!" the show-mare giggled momentarily, then continued her ministrations as she and I continued to push the librarian into another wave of sensory overload, the lavender unicorn moaning deeply again as she surrendered to the sensation, reveling in it, wallowing in it, letting it control her thoughts and emotions.

"Michael, would you please come over here and let me do this for you?" asked Twilight.

"Oh, so you want me on the bottom, you on top, and Trixie licking each of us?" I asked.

"Oooh, Trixie likes that plan very much!" she giggled. We took a moment to change our positions, though the two mares took a moment to catch their breath. I lay down on the bed on my back, spreading my legs eagerly for the two, then Twilight climbed on top of me, placing her hindquarters in my face as she put her head between my haunches and began licking my sex as I craned my neck upwards a little so I could administer pleasure to her pussy. I was impressed by just how beautiful the sight of her purple pussy was and allowed the image to burn itself into my mental memory banks. I took a little too long in doing this as Trixie came over and started licking the librarian's labia, kissing me and sliding her tongue over mine as the two of us tried to simultaneously push our tongues into Twilight's sex, our muzzles mashed against her hindquarters. This sensation caused the pleasure-dazed librarian to moan very deeply again, her eyes appearing to be glazed over, a very big smile on her face.

"Trixie thinks you want to spend all day staring at Sparkle's pussy," she mused, giggling a little as she slid her tongue up to the librarian's dock and licked in small circles around the tightly puckered back door.

"It's a fair cop," I giggled, then licked the librarian's fleshy folds, running my tongue from her lavender teats all the way up to the top of her dock. Trixie and I spent a little time kissing each other and Twilight complained a little about this, her breath blowing across my very wet pussy causing me to shudder in pleasure and moan deeply. I found myself almost involuntarily bucking my hips upward to extend the pleasure. "Oooooh, Twi! I didn't know that felt like THAT!" I exclaimed, moaning deeply. She giggled in response and blew across my sex again. I mimicked her action, blowing my breath lightly across her lubricated labia, which caused her to moan just as deeply as I did, her body tensing up yet again as she allowed another wave of pleasure to overtake her.

"OOOOOHHHH!! Th-that f-feels sssssssooooo good!" the librarian moaned as another wave of pleasure enveloped her.

"Sparkle needs to stop hogging all the action," the show-mare complained. "Trixie thinks Sparkle should be on the bottom now!"

"What, and you get to be on top of her?" I asked the show-mare, giving an almost hurt look.

"YES!" she exclaimed excitedly, grinning from ear to ear.

"Okay, fine -- but I get to be on top next!" I stated in an attempt to assert myself.

"Trixie will let you be on top when she's on the bottom next," she giggled.

"That means Sparkle gets to lick either one of us," I mused. Twilight gave me a quizzical glance and then chuckled softly as we changed positions yet again.

"Hey, do you still have Mr. Big laying around here?" the lavender mare asked, flashing a very mischievous grin. Trixie beamed a big smile as she produced the long black dildo from under the bed sheet.

'Oh, come on, Trixie, don't tell me you were sleeping with it?" I asked incredulously. Twilight and Trixie both giggled loudly as a response to my question. I rolled my eyes at them as a response to their giggling, but managed a smile as well.

The two of them lay on each other's belly, facing each other and kissing passionately as the show-mare used her magic to maneuver one end of the dildo into her pussy and tried to position herself in such a way as to push the other end into the librarian's purple pussy. She wasn't having too much luck doing this.

"Trixie thinks this would work better if there were a second bed in here for her to lay on," she observed.

"I can take care of that," the librarian grinned, lighting her horn and teleporting her bed into the room, putting the two beds end to end. "Does that work for you, Trixie?"

The show-mare simply responded by giving Twilight a very big grin and laying on her bed, sliding herself closer to the librarian. The dildo stuck out of Trixie's pussy obscenely as she scooted closer to the librarian, this time being able to see what she was doing as she finally managed to push the free end of the dildo into the purple love slot, which appeared to be eagerly anticipating the arrival of Mr. Big. As the two placed their hindquarters against each other's, they bucked their hips, grinding against each other, pushing, rocking back and forth, and leaning forward to kiss each other. I was mesmerized by the sight as I watched them perform these actions. The sensation was causing them to moan, gasp, grunt, and cry out in pleasure and excitement, their horns glowing brightly as their passion was expressed in its purest form.

The door opened at this point as a certain purple dragon poked his head into the room.

"Ooh, can I watch?" he asked, a dumb grin on his face.

"NO!!" all three of us shouted in unison at the dragon. He blushed a little and slammed the door shut.

"Breakfast will be ready in a little while," he stated from behind the closed door.

"Thanks, Spike," Twilight called after him. "Who put that mirror on the ceiling?" she asked as she noticed it for the first time. "Mmm, Trixie, mmm, oooh! Unh!" she moaned as Trixie continued to buck her hips against the librarian's, the dildo still buried deeply in each of their love tunnels, their juices lubricating it so that it slid back and forth inside them, the experience causing the lavender mare to screw her eyes shut with the intensity of the pleasure she was receiving. She would open her eyes and stare up at the reflection of both of them in the ceiling, smiling broadly, but also gasping and moaning as the sensation caused another orgasm to build again.

"Trixie, hanh, thinks, hanh, that, hanh, Michael, hanh, should do, hanh, something more, hanh, than just, hanh, oooohhh, stare at us, hanh, hanh!" the show-mare gasped as her pleasure center was pushed towards the edge of release once again. I climbed on top of the show-mare, but put my hindquarters in her face so she could service my pussy while still engaged in her activity with Twilight. I urged the librarian to lean forward to kiss me as Trixie eagerly licked and sucked on my labia and clitoris, causing me to moan and gasp in pleasure as well. Twilight did something different than kiss me, though.

"Oooooohhhhh! OOOOOOOOHHHHHHHHHHHH!!" I moaned as the librarian decided to lick my horn, a sensation I had never experienced before. It seemed as though I could feel every square millimeter of the surface of her tongue as she ran it slowly up the ridges of my horn. The sensation amplified the pleasure I received, pushing me so close to cumming that I had to force myself back.

Then Twilight licked my horn again.

"AAAAHHHH!! OOOHH FFFUUCCKKK!! AAAH! AAAH! CUMMING! AAAHHH!" I gasped, moaning louder than I did last night. That sensation was so strong that my vision tunneled, going black around the edges. My body convulsed and jerked spasmodically as a result of such a violent and intense orgasm, the strongest I had ever experienced in my lifetime. "OOOHH! One more time!" I shouted in ecstasy. The librarian and show-mare laughed and giggled.

"First time you ever had your horn licked, Michael?" asked the librarian, giving me a big toothy grin.

"Now I know why they call you Sparkle!" I laughed.

"Trixie thinks Michael should lick her horn," she said in a somewhat disappointed tone of voice, though she too was lightly gasping, bucking her hips to intensify the sensation of the dildo in her pussy. Twilight was likewise bucking her hips to push herself towards her orgasm. I gave her horn a quick lick to see how she'd react to that.

"Ooooohhh! YES! Do that AGAIN!" she gasped. I licked her horn a few more times, a little more slowly each time in an attempt to bring her the same sensation I had experienced. Her moaning and gasping increased in its intensity and swiftness as I sped up my licking of her horn, pushing her ever closer to that release. Trixie was licking my pussy, sliding her tongue up and down, doing everything she could to try to push me into another climax, speeding up her licking as Twilight sped up her moaning. I think the librarian's moaning was having an effect on the show-mare, who bucked her hips ever more forcefully, trying to shove that dildo as deeply as she could into the lavender mare's pussy. All three of us were sweating, moaning, gasping, grunting, and doing just about everything we could to push each other into an all-encompassing orgasm. The pressure was mounting, building into a crescendo of passion, our bodies and horns glowing very brightly with the positive expression of our emotions. One more lick ought to do it, seemed to be the thought that occurred to all three of us simultaneously.

As I licked Twilight's horn one more time, her head lolled back as she finally succumbed to a massive orgasm, her body rocking and trembling with the cascade of passion. As Trixie gave my pussy another lick, pushing her tongue deeply into it, the sensation of simultaneously licking the librarian's horn and receiving the show-mare's ministrations pushed me over the edge as I surrendered to my passion. As Trixie bucked her hips one final time and thrust her tongue as deeply into my pussy as she could, her body tensed and jerked and trembled as she gave in to her desire, the tsunami of pleasure overwhelming her senses as well.

"OOOOOOOOOOOOOOOHHHHHHHHH!!" all three of us moaned deeply at the same time. I had to get off of Trixie, so I rolled over off her body to lay on the bed next to her, huffing and gasping to catch my breath. Twilight pulled back a little on the bed she was laying on, Mr. Big finally breaking free from the fleshy prison in which it had been trapped for quite a long while. She took a few moments to catch her breath, as did Trixie, who turned to me and gave me a quick kiss on my lips.

"Trixie enjoyed that very much!" she grinned. "Thank you, Sparkle!"

"Thank you, Trixie, for letting me join in!" the librarian giggled. "Let me know when we can do this again!"

"C'mon, Twi, you've got enough for another round, yes?" I asked her.

"Ooh, I'd love to, Michael, but I think breakfast is calling me," the lavender mare said as her belly grumbled audibly. She giggled a little in embarrassment and left the room.

"Well, Trixie, you want some breakfast?" I asked her.

"Trixie wants some more pleasure," she replied, flashing a grin.