My Little Pony: It’s good to be the Princess

by cuteycindyhoney

Rating: mature
Tags: Main 6, My Little Pony: Friendship is Magic, Princess Cadance, Comedy, Nurse Redheart, Romance, Shining Armor, Sex, Derpy Hooves
Length: 109879

Sometimes a Unicorn grows a little somethimg more than wings when she becomes a princess!

Princess Twilight Sparkle has a mishap with a new temporal spell. Instead of sending her #1 assistant Spike 5 years into the future, she has instantaneously aged her own body 5 years! Outwardly, there is very little difference. That is except for one not so small detail. A few years after a Unicorn becomes a princess and grows her wings, there is a small but real possibility she may also grow a penis. Since Twilight skipped over all the signs of this change, she was unable to use her magic to prevent suddenly being saddled with a rather large cock! Now the newly crowned princess is faced with a crisis. She just popped her very first "wing-boner" while Rainbow Dash is giving her a flying lesson, and it isn't just her wings springing to attention! When Rainbow Dash playfully challenges the fledgling princess to a race, she sets the stakes. The loser has to do what the winner commands! What can a horny magical princess do to insure she wins? If she wins, will Twilight dare to claim Rainbow Dash as her prize?

The first chapter of this story contains certain elements of non-consensual futanari on mare sex some bronies may find objectionable. Chapters two and on settle into a more comic and romantic mode. Remember, no ponies were hurt in the writing of this fanfic!

Published 2013-08-06 03:00:04 UTC
Last updated 2016-03-08 01:16:47 UTC

02 Fluttershy Plays with Fire

My Little Pony: It’s good to be the Princess

02: Fluttershy Plays with Fire

By Honey Moon

Princess Twilight Sparkle nervously watched as Zecora deftly used her hooves to tie a cord to the old horse shoe Rainbow Dash had brought. “It’s one of my filly shoes.” Rainbow said with a nervous laugh. “I keep it for luck. I was wearing it when I did my first Sonic Rainboom.”

“A filly shoe, well that’s appropriate.” Twilight muttered before sipping her tea.

The zebra held the cord in her mouth and moved to stand by the worried weather pony. The horse shoe at the end began to slowly swing back and forth. There was no doubt. It was moving in the direction of Rainbow's midsection.

"Zecora, um, does that mean, I, uh, I'm sick?"

"Rainbow Dash, don't be silly. It only means you're expecting a filly."

Twilight’s eyes nearly went cross. Warm tea sprayed out of her mouth. "What? You're kidding, right? Isn't it too early to tell that?" she nearly shouted.

"Early maybe for doctor folk, forged iron is never known to joke."

Twilight could hardly bring herself to look at Rainbow Dash. “Oh, I am so sorry!” she whispered nervously.

Rainbow looked thoughtful. “Is it really a filly?” she finally asked.

“On this, the answer is clear and true.” The zebra smiled kindly. “Rainbow Dash, I congratulate you!”

“Thanks Zecora!”

Twilight cringed, but there was no explosion of anger. “Rainbow, uh, are, are you okay? What about the Wonderbolts?”

“Let me worry about the Wonderbolts. I saved Spitfire’s life after all. That’s gotta count for something. Besides, no matter how many times I explain and demonstrate, nopony else has ever produced a Sonic Rainboom.” She smiled smugly. “I bet I can get her to bend the rules.”

“I hope so.” Twilight gulped. “I, I’m so very sorry for what I did. At the time, um, it seemed like if I didn’t, um, do “things” with you, I would just die!”

Rainbow sighed. “Twilight, I won’t lie. At first I was really mad at you. I almost wrote a letter to princess Celestia about what you did.” She smiled shyly. “It wasn’t all your fault though. I’ll take, well, twenty percent of the blame. I could have fought you off if I really REALLY wanted. Do you remember when Soarin crashed into a tree and got two black eyes and broke his nose?”

“Yes I do. Didn’t Spitfire institute a new program where all Wonderbolts need yearly eye exams?”

“She did, but that was no tree that Soarin hit,” Rainbow reared forward and lashed out with both hind legs. “I can buck nearly as hard as Applejack. It sure came in handy last time I was in season and he caught me cloud napping!”

“Does, does that mean you forgive me?”

“Don’t be a dope; of course I forgive you Twilight.”

“That’s a load off of my mind.” Twilight glanced at Zecora and felt her heart skip a beat. “Zecora, it, it’s not what it sounds like!”

“Twilight Sparkle, you have nothing to fear. From me there is no secret anypony shall hear.”

Twilight sighed. “Thank you Zecora!”

Rainbow shook her head. “I’m gonna get as big as a cow though. That’s gonna put a strain on the ol’ wing muscles! I hope I’m not grounded for a few months. My mom was when she had me.”

“Rainbow Dash, eat hearty and well!” Zecora scolded. “You must keep healthy and let your belly swell. The foal within you needs a mother’s constant care. I am sure with your skills; you will keep to the air.”

“Oh, I will!” Rainbow smiled. “My little pony will get very special care. I promise!”

“Rainbow, you carried four ponies at Rainboom speed when you saved Spitfire. I don’t think a foal’s weight would ground you!” Twilight smiled hopefully. “I could always let you use the guest room at the library, if, uh, you needed a place to stay down on the ground. That is, if you wouldn’t mind.”

“Not a bad idea, Twilight. Speaking of the library, when’s the next Daring Do out?”

As the two Pegasi left Zebra’s tree hut, Zecora tapped Twilight on the flank. “Twilight Sparkle, we must talk again soon. You know every day I take tea at noon. It will put you at ease to come back on the morrow.” The zebra winked, and her voice dropped to a whisper. “A foal in this belly would not cause me sorrow.”

“Uh, see you later!” Twilight stammered as Zecora laughed.

Rainbow nudged Twilight. “You should take her up on that, Princess studly!”

“Rainbow, how can you say that?” Twilight blinked. “Um, you wouldn’t be jealous?”

“Heck no, just think of me as your wing-pony. Go have “tea” with Miss Hot Rhymes tomorrow. It’ll be a blast!” Rainbow giggled. “Just be sure to give me all the juicy details after!”

“You’d really be okay with me, uh, “having tea” with other ponies?”

Twilight, you’re still such an egghead! Just because we, um, did something once” She smiled crookedly. “It doesn’t mean I think I own you!”

Twilight felt a little hope rise within her. “So, um, it doesn’t have to be just the once?” she asked shyly. “Does it?”

“Well, I don’t have any Wonderbolt drills or weather duties for the rest of the day. Wanna come on up to my house?” Rainbow gave Twilight a wink and a smile. “You can’t get me MORE preggers, after all!”

“Hello Rainbow Dash.” A soft voice called. “How are you, Twilight?”

“Oh fudge!” Rainbow shook her head. “Um, I mean, Hi Fluttershy! See ya later, Twilight! Come on up and see me sometime. Just don’t forget to bring the tea!” Rainbow dashed off and vanished into the sky.

Gritting her teeth, Twilight concentrated on Windigos, icebergs, scary bats, and long slithering snakes. She had discovered that such thoughts helped keep her penis from engorging to emerge from her body for everypony to see. “How are you, Fluttershy?” She gave the shy pony a double take. “Why are you all dressed up? Are you modeling again for Photo Finish?”

“No, I’d never do that again. The stress was just too much for my nerves.” Fluttershy smiled bashfully. Now what would Rarity say? “Oh, you mean this old thing? I, um, I just felt, um, like, like a change of pace.”

The “old thing” looked simply lovely. Twilight liked the way the fabric of the layered skirts draped over Fluttershy’s flanks to trail gently behind her as she lightly trotted through the forest. “Well, I think you look great!” The princess was quickly learning something Rarity instinctively knew, as did many stallions. More is less, when it comes to pony style.

Somehow, hiding part of Fluttershy’s lovely body made her seem so much more desirable, and yes, sexy. Twilight gulped as she saw brief flashes of the Pegasus pony’s well formed hind legs. Fluttershy’s muscle tone wasn’t as developed as Rainbow’s or Applejack’s, and that gave her legs a more delicate and graceful look.

The bodice of the green creation had pretty ruffles that Twilight just wanted to reach out a hoof and gently touch. She shook her head, and tried to keep from taking notice that the pony was wearing matching stockings on all four legs, with a nice leafy pattern woven into the sheer material.

The princess felt flush as her wings involuntarily unfurled and spread. Uh-oh! She had to concentrate! Her eyes traveled to Fluttershy’s rear end as it swayed in a gentle sort of figure eight as she walked along. That plot! Twilight tried to keep her mind locked on the exciting plot of the new Daring Do adventure! She had to order five copies for the library, and two extras. One for her private collection and one as a gift to show Rainbow how much she appreciates EVERYTHING!

“Twilight, are you okay?” Fluttershy asked softly. “Um, do you need any help?”

Twilight extracted herself from the low lying tree branches ensnaring her upraised wings. “Oops, didn’t see that tree jump out at me!” she said with forced laughter. “I’m still getting used to these darn wings!”

“They look very nice on you, Twilight.” Fluttershy said with a hint of longing in her voice. “They’re very pretty.”

“Thank you Fluttershy. I’ve always thought yours were lovely too.” Oh blast! Why did she say something that stupid? Fluttershy was liable to got into a panic if someone complemented her in such a personal way. “So, where are you going dressed so nicely?”

“Oh, I thought I’d go see if Rarity wanted to join me for tea.”

Twilight gasped, “Tea” already having taken on new meaning for her. “Gee, I, I gotta go now! I have important books to catalog!” Not trusting her wings, and fearing that her cock would slip out fully the moment of take-off, Twilight concentrated. Her horn glowed, and she vanished with a loud pop.

“Oh horse feathers!’ Fluttershy sighed after the princess disappeared. “I thought for sure she would like me dressed like this.” She shook her head, pink mane flowing nearly weightlessly around her face.

“Oh, I could just kick something!” She angrily pawed at the ground with her right front hoof, and sent a pebble flying almost three whole inches! “I have to try something else now.”

Her plan of stalking, uh, following, um, “casually running into” Twilight should have worked. She hadn’t expected Rainbow to be there though! How could she ever compete with such a strong willed lovely pony as Rainbow Dash? “Don’t be so jealous, Fluttershy!” she scolded herself. Rainbow and Twilight are such nice ponies. They make such a lovely couple. You should be happy for them.” Something deep inside the hidden recesses of her mind spoke up. “Why not me?”

Fluttershy sighed. “I’ll just have to try a different approach. Twilight did extend her wings though.” She felt nervous warmth run through her body, and her own wings spread. “If I can get her to show her, uh, boy part because of me, that’ll mean she loves me too! Then, maybe when it’s safe, I, I can, um, maybe we, could, I could let her show me what it’s like.” She shivered in an odd mix of anticipation and fear. “No, just knowing Twilight thinks of me like that is enough. Besides, I wouldn’t want to hurt Rainbow’s feelings!”

Fluttershy trotted on a little longer. When she finally looked around to take note of her surroundings, she gave a soft squeak of despair. “I, I’m alone in the Everfree forest!” Fluttershy took to the air. Rainbow would have been impressed at the speed in which she flew back to her cottage!

Twilight instantaneously appeared in her loft bedroom back at the library. The sensual delight of raw magical power made her control lapse. The princess moaned softly as her penis emerged from her body and grew stiff. “Spike, I, I’m taking a nap! Um, could you do me a favor and see, um, if Rarity needs me to order any new fashion periodicals for the library?”

There was a crash downstairs. “Rarity?” Spike squeaked. “Um, I mean sure Twilight, I’ll head on over to Rarity’s boutique.” He continued in what he thought of as his smooth sophisticated voice. “I’ll see you later.”

“Take your time!” Twilight called. “Put the “Out to lunch” sign on the door when you leave!”

“A-okay, Twilight!”

Twilight waited until she heard the door slam, and the clatter of Spike’s toenails racing down the path. “Oh, what do colts do when they start growing turgid at the drop of a bridle? Last time I had to stay out of sight for almost an hour before it went back inside me!”

A stray thought entered her mind. It was something she remembered from her filly-hood. “Oh my!” She felt flush as realization set in. Once, when Cadence had just gone home after foal-sitting her, she had walked in on Shining Armor and found her BBBFF with a watermelon, and eyes locked on a picture of her bestest favorite foal sitter!

“He said he was pretending to hatch a dragon egg!” she gasped, remembering how his coat was matted with perspiration, and how he had been sort of bouncing himself against the melon as it sat on a thick soft cushion under his belly. “Oh my goodness, he must have bored a hole in it!” She smiled. “What a good idea! I need a watermelon!” Craning her neck, she looked under her body at her penis. “I need a BIG watermelon!”

Twilight teleported to the pantry and smiled at what she found waiting for her. “Just look at you!” she said softly. “What a big sexy melon you are!” She looked both ways to make sure nopony heard that embarrassing statement. “You’re coming with me, my tasty friend!”

Horn glowing, Twilight levitated the melon and balanced it on her back. Holding it steady with her wings, she returned to her room in a burst of teleportation magic.

Depositing the produce on her bed, she looked around for something to pierce the rind. “Oh, well, I guess there’s nothing else for it!” Lowering her head and looking down toward the floorboards, Twilight rammed her horn into the melon.

She thrust into it several times in an attempt to widen the hole enough for her member’s girth. Then she just kept going for other reasons. “That felt kinda nice!” she said, sweet juice running down her forehead. “It must be because so many nerve endings tie into a magic user’s horn. Well, I know what will feel even nicer!”

Rearing up, she placed both front hooves on the bed. “I was right, this lines up pretty good!” Horn glowing again, she aligned the blunt head of her throbbing cock with the hole her horn had made. Scooting forward, she entered the watermelon. “Oh, it’s chilly!” she gasped as she pushed in deeper. “Rainbow Dash felt so much warmer, but, this, this is just might work!”

With a little whinny, Twilight began to mate with the fruit. Her long hard shaft glistened with juice as it pistoned in and out of the watermelon. “I’ll warm you up!” she moaned as she made her bed shake. “I’ll warm you up and make you feel good.” She closed her eyes. “I’ll make you feel more than good…Trixie!”

It was Twilight’s first time masturbating with a penis, but she was no stranger to self pleasure. That arrogant show-pony had often trotted through her imagination while she humped furiously against firm yet yielding pillows and cushions. “Kneel to your princess!’ she muttered softly. “Kneel and open up that loud mouth of yours!”

As she moved, the room was filled with the sound of something hard being rammed into something rather soft and wet. Wings spread wide; Twilight lost herself in pretending that Trixie was literally paying her lip service. “Oh, you like that?” she gasped. “Then you can have more!”

Twilight staggered from the bed, horn and melon linked by magic. All four hooves planted firmly on the floor, Twilight panted as she increased the melon’s speed. “Yes, yes, yes! Trixie, bob that head! Gobble me right up!” she breathed as the watermelon moved rapidly up and down her shaft. “I, I’m going to bestow my royal blessing on you, so, so don’t you dare stop now!”

Shaking as her shaft was massaged, Twilight lost track of her fantasy. Boastful Trixie faded away. Fluttershy had looked so pretty today! She saw her friend’s cutie mark nearly every single day, but having it hidden by that lovely dress made Twilight just want to rip the delicate fabric off of her so she could stare at that lovely rump and flanks! “Oh no!” she gasped, but it was too late!

Twilight’s head rocked from side to side as she squealed and reared up on her hind legs. Her mane hid her face as she once again felt that frightening but wonderful pressure deep inside. She tried not to, but her cock throbbed. She just couldn’t hold back! Front hooves pawing at the air, Twilight ejaculated while thinking about looking up Fluttershy’s skirts! She had to hold tight to the watermelon with her magic, or the pressure of her own release would have launched it clear across the room!

Moments later, Twilight stood there and tried to calm herself. “That was so wrong!” she gasped. “How could I think of Fluttershy that way? If she even suspected I have a penis, she would be terrified of me!” She slipped the abused melon from her softening member, using magic to clean the sweet sticky mess from herself. “Oh yuck, it even feels heavier now!”

The pony stood staring at the watermelon floating before her. She couldn’t keep her eyes off of the hole her horn had made, and her penis had widened. Five minutes passed. She nervously licked her muzzle, feeling an overpowering thirst that was more mental then physical. “Nopony will ever know.” She whispered as she allowed the watermelon to drift nearer. Twilight put her mouth to the hole when it was close enough. Tilting her head back, the melon moved with her. Twilight swallowed again and again as she drank the sweetened but still musky fluid that ran so freely into her mouth.

“That was nasty.” She said after a dainty princess like belch. She couldn’t help a small smile. “It tasted good though! I’ll just put it back to have for my supper now that I got most of, well, me out of it.”

Felling like her old self now that the penis had retreated inside of her, she popped back down to the pantry and put the watermelon back. “You and I have unfinished business!” she said with a laugh as she left to reopen the library.

Scootaloo stashed her scooter by the door of the library. The little Pegasi yawned. “I gotta get more sleep.” She muttered. “I don’t think I closed my eyes for more than ten minutes a night since the Cutie Mark Crusaders tried being lawn care experts! I just can’t seem to get comfy any more!” She noticed the sign on the door. “Oh drat! I’ll have to come back later!”

Feeling composed and calm, Twilight opened the front door. “Oh, hello Scootaloo, what brings you here?” She looked all around. “Where are your two friends?”

“Hi Twilight! Applebloom is helping make Zap Apple jam, and Sweetie Belle is modeling for her sister today. That leaves me to do our research. Got any books on digging wells? We’re gonna be…” Her voice rose to a deafening shout. “Cutie Mark Crusaders Artisan Well drillers!”

“Uh, okay. Come on in and let’s take a look, shall we?”

As Twilight went into the stacks to look for appropriate books, Scootaloo’s tummy rumbled. That was another thing. Ever since that day, she just seemed to be hungry all of the time! “Twilight, do you have any snacks?”

Books were flitting through the air, pausing briefly before Twilight’s appraising eyes. “No, too advanced. No, that one would be too dangerous!” Her ears twitched. “What was that?” she asked distractedly. “Oh, yes. Help yourself to anything you like. I’ll be with you in a moment.”

Scootaloo’s wings flapped as she trotted toward the pantry. Did she imagine that? It felt like her hind legs left the floor. COOL! The little pony looked around. Watermelon! Snips and Snails had bought the last one from the market stall this morning, and had run like an Ursa Major was chasing them when she asked if she could come over and have some when they cut it open. For some reason they seemed horrified at the thought of slicing a watermelon! Oh well. Colts were so immature!

Dragging over Spike’s step stool, Scootaloo picked up a knife and managed to cut the melon lengthwise. For some reason the scent of watermelon made her go from a simple tummy rumble, to ravenously starving hungry! Burying her muzzle in the fruit, Scootaloo began to gobble it down!

There was a sort of familiar musky salty taste along the mushy tunnel that ran nearly the entire length of the melon’s inside for some reason. It reminded her of when she had accidentally swallowed that bird poop the other day. Scootaloo just shrugged. Since that didn’t harm her, a watermelon sure wouldn’t! Besides, she was so hungry and it tasted so good! Scootaloo just continued to eat until there was nothing left but two empty rinds.

When Twilight finally returned with a book on safe drilling techniques, she found Scootaloo wiping her face with a napkin as the filly returned to the library proper. He eyes lit up when she saw the book. “Thanks Twilight! We can’t fail if we follow the directions from a book! I’ll bring it right back when we’re done with it!” Scootaloo left the library; the changes already started in her body began to accelerate from a much larger dose of hermaphroditic hormones.

“I better tell Applejack what those three are up to now.” Twilight said with a smile as Scootaloo buzzed away on her scooter. “She can keep an eye on them so they stay safe!” As she started to close the door, her eyes opened wide, and her jaw dropped open.

“Hello Miss Sparkle.” Fluttershy said quietly. “I came to borrow a few books.” She smiled bashfully. “Some of my critters are having a difficult time. Do you have anything on animal husbandry?”

“Huh? Miss Sparkle?” Twilight asked. She had never seen her friend like this. Fluttershy had her mane pulled back in two long braids, with pretty red ribbons tied up in big bows. She also wore a uniform that looked like what school-fillies wore generations ago to prissy private schools in Canterlot. It must have been left over from some of the more sophisticated photo shoots Photo Finish had subjected Fluttershy to.

Twilight tried not to stare. The red pleated skirt was hiding Fluttershy’s cutie mark again. The hem of the skirt nearly dragged on the floor, and gave tantalizing brief glimpses of those lovely hind limbs. Her long luxurious tail was also braided and tied with a bow. It seemed so daringly cute emerging from the skirt’s modest back slit. The blue blazer looked so fetching over the snow white blouse. Twilight tried to remember to breath. Fluttershy also wore four snow white baggy socks, with little black stiletto heel boots on each hoof that Rarity would simply gush over!

Fluttershy looked like she could pose for the cover of a very special type of book written in olden pony times. Books written by authors with unlikely names like Mistress Unicorn Whip, A. Pony, and her very favorite author, Anonymous! Twilight had quite a few of these “classics” in the secret collection she kept hidden down in her laboratory where Spike would never find them.

Fluttershy took a deep breath. “If I’m not old enough to check them out, my momma could come in and get them for me.”

“Wh-What did you say?” Twilight stammered, as she tried to keep her wings from spreading wide. “Animal husbandry, that, um, isn’t that the study of, b-b-b-breeding animals?”

“Oh my, yes!” Fluttershy managed a giggle that she hoped sounded “filly” enough. “It’s very important that I know all about mating and such things. Angel Bunny is a dear, but I don’t like to impose and watch him with his many lady friends. Angel doesn’t mind, but the girls were starting to complain.”

Twilight tried to talk, but all that came out was a soft “Squee” She cleared her throat and tried again. “You, you watched?” she managed to force herself to say, while resisting the urge to let loose with a loud whinny.

“I even took notes. I need books though. Bunnies move so fast it’s hard to see all the details.”

I, I’m sure that the library has something! Won’t you c-come in?”

Fluttershy followed Twilight into the library. She was glad that the blazer Photo Finish had let her keep was tailored for a Unicorn or Earth pony. The fabric across her back helped prevent her from popping an embarrassing wing-boner as she tried to peek under Twilight’s swaying tail. Would she be able to see the place where Twilight’s member emerged from her body? Was her coat thick enough to hide the additional slit from view? She knew it was rude of her, but she lowered her head and tried hard to get a peek under that pretty, but view spoiling tail! She’d settle for just a glimpse of Twilight’s regular mare parts!

“Can, can I get you anything, Fluttershy?”

“Oh, maybe just some tea, Miss Sparkle.”

Twilight gasped. “No tea, I’m fresh out of tea!”

“Oh, then I’m fine.” Fluttershy smiled bashfully. “My, um, my momma will have dinner ready when I get home.”

Twilight felt like she had slipped into the plot of one of her secret books. What was going on? Why was Fluttershy acting like a filly? Why was she dressed like every school-colt’s dream? “Um, did, did Discord do, um, something to you?” she finally stammered.

“Oh no Twilight, um, I mean Miss Sparkle. Discord always behaves himself when he comes over for tea. He even makes sure he puts the cottage right back on the ground before he goes home.”

Twilight moaned. “Let’s not talk about tea!” she said through clenched teeth. She had lost control of her wings, and was in serious danger of having her cock slip right out to terrify Fluttershy!

Eyes wide, Fluttershy felt joy when Twilight’s magnificent wings unfurled. She was a Pegasi after all, and knew exactly what that meant! Twilight was interested in her! Could she do it? Could she get the ultimate proof of Twilight’s feelings, by making her grow erect, like Rainbow Dash must have?

The maiden had some very confused ideas about mating, love and simple biology. This was probably due to her never wanting to talk about these things with Rarity. She just nodded and smiled a lot while the fashionista bragged about her latest stallion conquests during their weekly spa dates.

Fluttershy was content to just lock herself in her cottage while she was in season. This was the first time since she was a filly that she hadn’t hidden herself away. She had to be sure of Twilight’s feelings before she took her usual anti-stallion precautions. Thankfully, all these clothes would help conceal her condition from any unwanted male attention.

“Oh, maybe I’ll just look around for those books.” She said with a giggle that this time came much more naturally. This acting was really starting to be fun!

“Yes, books, let’s look!” Twilight muttered, concentrating on thoughts of the icy tundra bordering the Crystal Empire. Her nostrils flared. Oh no! Fluttershy was in her season! There were polar bears on the tundra, right? Maybe even icky bats! She tried to imagine giant snow bats chasing her as her heart raced. “Books are a good thing! Let’s get those books so you can go about your very busy business somewhere away from a stuffy old library!”

“Miss Sparkle, are they over here?” Fluttershy picked a bookcase at random. Spreading her forelegs, she lowered her head down to the bottom shelf, while swaying her tail from side to side as she lifted her rump high.

Twilight stared at the sight of a pony offering herself, and moaned. Her cock surged free of her control. Pulsing and throbbing, it slid out of her body and grew achingly erect! “Fluttershy, you have to g-go home now. I, I have to go do the thing at the place!”

Looking back over her shoulder, Fluttershy was stunned at how large a princess’s penis could be! “Oh Twilight, did I do that?”

“Fluttershy, you, you aren’t scared?”

“No, I, I’m not scared.” Fluttershy fibbed. Her one brief glimpse was of a flaccid organ slipping back into hiding. Oh my, it was bigger than she had ever imagined it could be! How could Rainbow take that inside of her? She nervously started trying to casually inch her way to the door. “I, I’ll come back another time for those books, Miss Sparkle, um, I mean Twilight!”

“Fluttershy, um, why don’t you stay?” Twilight asked huskily. She trotted over and locked the door, her cock slapping her belly with every step. “We, um, could have a slumber party, just the two of us.”

“No, that’s alright. I, I’ll just be going home now!” Fluttershy turned and ran for a window. This proved to be a costly error. She had never worn heels other than on the catwalk. She caught a knothole in the floor with her left front hoof, and took a serious tumble! Wings trapped under her blazer, she was totally unable to regain her balance!

“Fluttershy, are you alright?” Twilight cried as she rushed to her friend’s aid.

“I’m fine, Twilight.” She muttered while trying to untangle herself from her clothing.

Twilight stared down at her friend. Fluttershy’s long red pleated skirt was yanked up. Sprawled on the floor, flat on her back, Fluttershy struggled in the confines of unfamiliar fabric. Fore hooves trying to force it back down, Fluttershy’s face was completely concealed by the skirt. Twilight could see the tails of the blouse tucked into the elastic waist of the skirt, but Fluttershy hadn’t included the chaste foundation garment that traditionally went with these old school uniforms.

Nearly panting, Twilight had a fine view of Fluttershy’s marehood! More importantly, she could smell the enticing scent of a mare in heat! “Oh Fluttershy, you’re beautiful! I, I wish Photo Finish was here to immortalize you on film!”

“What? Twilight, I couldn’t do that! I put my hoof down when she wanted me to pose for PlayColt! They wanted me for the centerfold, but I said no way! They, they take close up pictures of, of everything!”

Gracefully settling on her haunches, Twilight moaned as her throbbing cock was trapped under her against the cool floor as she folded all four limbs under herself. She didn’t mind though. She just wanted to stare at Fluttershy’s pretty vagina. “You’re so very lovely!” she whispered, as she lowered her head closer and closer to that fragrant flower.

Fluttershy managed to pull the skirt down from her face. “Twilight, that, that’s dirty!” she managed to gasp just before a broad tongue swiped against her most delicate self. “Oh Twilight!”

The first thing that came to Twilight’s mind was that although very similar, Fluttershy and Rainbow did taste quite different. It wasn’t a case of one being better than the other though. It was like deciding between Marigolds and Daises for your sandwich at lunch. It was hard to make up your mind when both were so yummy! Twilight forgot trying to analyze things, and happily started lapping away.

Fluttershy stared wide eyed as Twilight licked her. So this was what Rarity and Pinkie Pie meant when they talked of a stallion having a talented tongue! She never knew it could also apply to mares! Twilight’s tongue felt so soothing and good against her!

Fluttershy couldn’t help a tiny “squee” of satisfaction. She would never do anything naughty, but this felt ever so much nicer than the time she had “accidentally” spread her hind legs as wide as she could, and leaned back against her bedpost. That had inadvertently trapped the upright between her legs. Then she slipped and lowered her head to the floor. After that, she couldn’t help sort of rhythmically wiggling and sliding herself against the hard and deliciously smooth wood!

Fluttershy would just die if anypony figured out why that one bedpost upright had become so very shiny on one side at just the right height to match the body of some nasty pony rubbing her wetness against it! She just couldn’t get to sleep without her nightly post polishing session. Her day just didn’t start right without another as the cocks were crowing while Princess Celestia raised the sun! If she had trusted her wings more, she might have even risked losing her maidenhood to the suggestively shaped bedknob high up on top of the post!

“Twilight, what are you doing?” she asked softly.

Pausing, Twilight looked up and smiled, Fluttershy’s honey making her muzzle shiny. “I’m making you feel good.”

“You are!” Fluttershy gasped when Twilight’s tongue returned to her. She thought of that huge member beneath he friend, and shuddered. “Twilight, this is all we can do! My season is starting!”

Twilight moaned. Why did Fluttershy have to say that? She could smell Fluttershy’s heat, but hearing her just come out and say it made her cock throb! Her body ached for more, but she was not going to betray another friend. “I, I understand!” she whimpered, before returning to her happy task.

Reaching down, Fluttershy ran a hoof gently through Twilight’s mane. “I, maybe, um, maybe we could.” She moaned as a scary thought raced through her frantic mind. Would that be so bad between good friends? Twilight was certainly better than some scary stallion! Besides, Rainbow was sure to understand, wouldn’t she? A darker thought emerged. What Rainbow didn’t know, wouldn’t hurt her!

“In two weeks! I, I’ll think about it! In two weeks it should be safe. Maybe, maybe I could let you have my maidenhood then.” She said as the post polishing explosion approached far faster than it ever had before. “Twilight, just promise me that you won’t try anything else today!”

Tongue lashing and probing, Twilight heard Fluttershy’s words and she moaned. Two weeks to feel this wonderful warmth her tongue around her cock? Fluttershy was panting and mewling as she took her mouth away. “Two weeks is so long!” she whispered.

“Oh Twilight, please don’t stop!” Fluttershy begged. “I, um, I was almost, uh, ready to, um, do something!”

Mind reeling, Twilight heard the need in that lovely soft voice. She didn’t mean to, but started echoing an oft used plot found in her secret reading material. “It, it’ll feel better for you if I, um, put it in.”

“We can’t!” Fluttershy whimpered. “Twilight, just lick me some more, please, um, that is if you want to.”

“Fluttershy, I do want to, but I want you to feel good too!”

“But, but Twilight! I’m in my season! It’s too dangerous today! Licking, uh, down there feels very good! Just keep doing that!”

“I promise to be careful!” Twilight vowed, meaning every word as she placed her right hoof over her heart. She would never betray Fluttershy like she did Rainbow. Rainbow had forgiven her, but Fluttershy would be devastated if she took advantage of her. “Just let me put it in for a little bit, and then I’ll lick you some more. I promise I’ll take it out the second you tell me to!”

Fluttershy felt herself drifting back from the edge of that scary wonderful feeling she had only felt by herself before. She whimpered. “I was fibbing about the books, Twilight. I’m not so silly and naive not to know what will happen if you, uh, released in me!”

“I know, I know!” Twilight felt like she was burning up. “I promise! I Pinkie Swear!” She thought for a moment. I have an idea!”

Fluttershy felt an almost aching disappointment as Twilight scrambled off of her. “What are you doing?” she asked softly as Twilight sprawled on her back, wings spread, and her rigid member curving upwards. “Twilight, that, that looks” she gulped and whispered “Sexy.”

“You’re in control, Fluttershy! I won’t move! You, uh, you could even tie my hooves together, I don’t care! Just please let me feel you! Let me have your maidenhood today! Then I’ll finish licking you, and go have some more watermelon later!”

Fluttershy had no idea why Twilight suddenly wanted a healthy snack, but that wonderful penis was just begging for her attention. Unlike her bedknob, she wouldn’t have to keep flapping her wings to keep on top of it. She never wanted to even think about what would happen if her wings failed her if she tried THAT!

Still, the thought of tying Twilight was a little off putting. It somehow made her think of Applejack in a really weird way. “No, I, I’ll trust you, Twilight.” She said softly as she managed to get up on shaky legs and straighten out her clothes.

“Thank you! I promise you’ll like this! I swear I’ll tell you long before things get messy!”

Fluttershy shook herself, and let the long skirt drop back into place. She smiled. “I know you will Twilight, but don’t forget.” She couldn’t help a giggle. “I’m such a scaredy cat that the second I think something’s wrong, I’ll fly right away.” She winked. “You know I have enough wing power for that!”

“I know Fluttershy. Don’t worry. I completely understand and won’t be upset or anything!”

Stepping carefully so she wouldn’t catch Twilight with a misplaced hoof, Fluttershy walked slowly over her. They both whimpered as Twilight’s impressive member bowed a little under her body, and dragged slowly over her clothing. “Oh my, I, I guess I should get undressed first.” She said as the skirt got in the way of progress.

“Just the skirt!” Twilight blurted out. “Oh, pin feathers! I can’t believe I said that!” she gave a sheepish grin. “Fluttershy, make yourself comfortable. After all, you’re in charge! I’m happy with whatever you decide to do.”

Backing off of Twilight, Fluttershy put a hoof to the first button of her blazer. She paused. If Twilight wanted her to keep most of her things on, that was okay with her. For some reason, the thought of leaving on the blouse and blazer was sending strange and scary thrills up and down her spine. She couldn’t put a hoof on it, but somehow the idea of keeping them on made things so much more frightening, yet exciting!

Fluttershy smiled and adjusted her school tie. “Miss Sparkle is a naughty mare.” She said softly as she unhooked the skirt. Giving her body a little shake and her braided tail a twitch, the material slowly slid down her rump to pool around her hind hoofs. She daintily stepped out of it. “I think Miss Sparkle likes little school-fillies.”

Twilight felt her cock give a massive throb. Fluttershy keeping on that snugly fitted blazer was making her heart race for some reason. “I, um, no, it’s just, uh, I, I read a lot!”

Moving over Twilight, Fluttershy whimpered as the broad head of Twilight’s penis again traced a path under her. She trembled as it rubbed over her maidenhood and popped up to give her tail a playful flick. “No magic!” she warned. I, I think I can do this!”

Twilight whimpered as Fluttershy began to wriggle, sway and sort of hop her hind quarters over her. Incredible feelings surged through her as the head of her cock poked and prodded up between Fluttershy’s hind legs. “Let me help a little!” she gasped, as she felt warm dampness graze over her again and again.

“I’m in charge!” Fluttershy snapped with unaccustomed firmness. “I can do it!” She froze. “It, it’s right there!”

“I know!” Twilight whimpered as Fluttershy’s heat seemed to enter her soul. “Oh, I know!”

“Twilight, I, I’m gonna do it!” Easing back so she wouldn’t loose the evasive pressure at her opening, Fluttershy whimpered as she felt her labia slowly spread. “It, it’s going in!” she squealed as she left her maidenhood behind.

“Fluttershy, you’re wonderful!” Twilight cried as she was slowly enveloped by glorious silky tightness.

Panting, Fluttershy hunched down a little, taking more of Twilight into her. “You’re so big!” she gasped. “You’re so big, but it didn’t hurt at all!” She looked down under herself and moaned. “You’re only half way in me, and I’m so full!”

Twilight whimpered. “I, I won’t be mad if you get off now, Fluttershy. I, um, I’ll lick you some more.” She took a deep breath. “Maybe, maybe you could lick it, um, me too?”

“I’m so full!” Fluttershy repeated as she lowered her hindquarters a little and thrust back. “Oh Twilight, I never felt like this before!”

“Be careful.” Twilight squeaked. “I, I’m not close yet, but be careful!”

“I’m in charge!” Fluttershy cried as she continued to rhythmically impale herself on the wonderful cock. “I’ll know when to stop!”

Twilight moaned. This was so unlike Fluttershy, and she liked it! “Yes, you’re in charge!” she agreed. “I won’t move or anything!” It was awkward for a quadruped, but she splayed out all four limbs. “See Fluttershy, I’ll just lay here! You do whatever you want!”

“You bet I will!” Fluttershy shouted, letting a little of Iron Will’s training slip out. “When someone is willing to submit, you do whatever you see fit!”

Eyes wide, Twilight stared up at her lovely friend. Fluttershy’s nostrils flared and her ears twitched as she worked herself on the up reaching penis. “Yes, I’m submitting!” Twilight gasped, as the heat of Fluttershy’s body squeezed and caressed her. She tried not to think about how she just taken Rainbow. “I’m not forcing you! I’m not forcing you!”

Standing on all four legs over Twilight gave Fluttershy a feeling of security. If she let that whole thing into her, who knows what would happen? “No, I’m doing what I want!” she moaned as the feeling of release grew closer and closer.

Twilight was panting. She tried to force down the feelings, but it was no use. “Fluttershy, it’s soon!” she shouted in warning.

Fluttershy whimpered. “Hold it in!” she cried. “I, I’m almost there!”

“Fluttershy, I can’t! You gotta stop real soon!”

Twilight was actually trembling under her. This was so exciting! “You’ll lick me?” she asked.

“Yes!”

The thrilling idea of stopping before Twilight received what she so obviously needed was just enough to allow Fluttershy the self control to stop before things got out of hoof. “I know you will!”

Fluttershy pushed off with all four hooves, and things went dreadfully wrong! “The blazer!” she cried, when her wings couldn’t unfurl under the sturdy fabric.

“Fluttershy, get off of me right now!” Twilight gasped through tightly clenched teeth. “Get off before it’s too late!”

Her take-off foiled, Fluttershy had only managed to hop. The head of Twilight’s cock remained within her body. What goes up must come down! Her hooves hit the floor. The heel snapped off her left hind boot, while the right hind boot landed on her discarded skirt and slid. With a wail, Fluttershy sat down hard on Twilight!

Her eyes opened wide as she was completely impaled. She thought she was full before! Twilight was so deep in her now, that she swore her heart was pounding right against the head of that massive member! “No Twilight, don’t do it! Don’t do it inside of me!” she wailed as her body was overcome.

“Fluttershy, what are you doing?” Twilight groaned as she lost what precious little self control she had. Deep inside, she felt the pressure grow. “Get off! Get off before” she writhed under her friend. “It’s too late, I, Oh Fluttershy!”

Unable to stop herself, Twilight humped up at the squirming quivering Fluttershy. He cock throbbed as the sheath enveloping it caressed and squeezed. She exploded! She felt each powerful jet of warm gooey fluid spurt forcefully out of her cock as she erupted into the body of her panting friend.

Fluttershy tried to regain her footing, but all she seemed to be able to do was sit there and rock back and forth on Twilight. The hardness lodged within her danced and jerked. She knew what it meant, but couldn’t stop herself! The bedpost was never like this! Fluttershy screamed her joy, even as some deep part of her mind quivered in fear at being filled with potent Alicorn semen while being in heat.

When it was finally all over, twilight whimpered as Fluttershy finally managed to get up. Her softening penis slipped out with a slurp, and quite a surprising amount of pearly white fluid dribbled out of her friend’s trembling body. “Oh Fluttershy, I’m so very sorry!”

“Twilight, I, I’m in heat.” Fluttershy said softly. She looked down at the mess she was dripping onto the floor. Basic good manners made her hook the skirt with one of her ruined boots, and drag it over to soak up the growing mess. “Twilight, I think I’m probably not in heat any more.” With a sniff, she began to quietly cry.

Rainbow Dash swooped down towards the library. “Twilight never did tell me when the next Daring Do is due out.” She snorted. “Doo-doo, I better not let Pinkie Pie hear me say something so dumb. She’ll never let me forget it!” She aimed at Twilight’s open bedroom window. “Maybe we can “Have Tea” right now.” She mused as she effortlessly flew through the narrow opening.

Twilight felt like crying herself. How in the wide-wide world of Equestria did she end up putting a foal in another friend’s belly? She put a foreleg up and gently patted Fluttershy’s trembling back. “I’m really sorry. I just couldn’t stop it.”

“Twilight, what if I, I’m, uh, p-pregnant?” Fluttershy sobbed louder. “You’re a princess. How could I not be pregnant?”

Rainbow flew down the stairway and landed with perfect precision in the library proper and folded her wings. “Oh, hey guys, what’s up?” Her eyes took in the sight of Fluttershy crying, while Twilight tried to comfort her. Her wings gave a little twitch when she saw the wet skirt on the floor, and smelled a now familiar smell as Fluttershy continued to drip onto it.

“Rainbow now’s not a good time.” Twilight said as she patted Fluttershy.

Anger filled Rainbow. Her eyes flashed pink fire. “Sparkle, what have you done to Fluttershy?”

“What, no wait!” Twilight tried to jump out of the way, but Rainbow gave a flap of her wings and charged! The impact sent her skidding into a shelf, and books cascaded down on her.

Rainbow glared down at Twilight as she sprawled on the floor. Wings flapping, she punched at the air with her front hooves. “Get up Sparkle, so I can knock you down again! Then I’ll write a very interesting letter to Princess Celestia about you! You’ll be lucky if she only banishes you to the moon!”

“Rainbow Dash, you apologize to Twilight right this minute!”

“What for, Fluttershy! I was defending you! Twilight ra…”

Fluttershy thrust a hoof out and shoved it in Rainbow’s mouth, silencing her. “Twilight didn’t do anything wrong!”

“But-but-but, you’re just dripping with goo! Twilight must have forced you over and over to get you in that state!” She stopped herself from blurting out that she had only leaked a little while flying home after she was mated. “Um, Twilight had no right to force you!”

“Rainbow my dear, Twilight didn’t force me at all.” Fluttershy felt herself blush. “I, I was on top and Twilight held still, just like she promised. I broke a heel and fell. I wasn’t able to get off in time. I, um, I was in charge of everything!”

“Twilight was sure able to ‘get off’ in time!” Rainbow muttered.

Shaking her head, Twilight managed to get up on her hooves. “Rainbow, you know I’d never hurt Fluttershy! It was all an accident! I was staying perfectly still, just like Fluttershy said!”

Rainbow looked at Fluttershy, who only nodded and smiled. She took a deep breath and tried to calm down. “Oh, gee Twilight. Sorry I kinda over reacted back there. You gotta admit, things did look bad with Fluttershy crying.”

“That’s only because I’m going to be an unwed broodmare!” Fluttershy sniffed again. “You would cry too, if it happened to you!”

“I didn’t, and it did!” Rainbow gave Fluttershy a crooked smile. “I’ll Race you to the maternity hospital!”

Fluttershy looked at Rainbow, and felt the tears begin again. “You, you and Twilight are going to have a foal together? You can beat me up now if you want.” She said softly.

“Huh, what are you talking about, Fluttershy?”

“I, I stole your girlfriend just to see if I could!”

“Girlfriends? us?” Rainbow looked at Twilight and roared with laughter. “I love Twilight, but I don’t LOVE Twilight!”

“Thanks a lot, Rainbow!” Twilight snorted. “Don’t make the idea of me as a girlfriend sound so ridiculous!”

“But you two had.” Fluttershy could hardly force herself to continue in a whisper. “Sex!”

“Fluttershy, haven’t you ever heard of “Friends with Benefits?” It’s just another part of the magic of friendship. Go ask Lyra and Bon-Bon. Those two have “Benefits’ written all over ‘em!”

“Hey, you shouldn’t spread rumors! Bon-Bon and Lyra aren’t a couple, just because they always hang out together!” Twilight couldn’t help a smile. “Fluttershy, Rainbow isn’t putting it quite like I would, but she’s essentially right. We had sex, how do you feel about me?”

Fluttershy actually backed away, leaving a little slimy trail behind. Now that she wasn’t a maiden any more, things looked much clearer. “Um, Twilight, don’t be mad, but I don’t want to marry you. I’m not ready for that yet. I, um, I just wanted to know if you liked me as much as Rainbow. Besides, just because you have a penis, doesn’t mean you aren’t still a mare. When I get married, it’ll be to a stallion Like Big Macintosh!” She opened her eyes wide. “Oh no, don’t tell Applejack I said that!”

Twilight clapped a hoof to her head. “I don’t think I’ll ever write Princess Celestia about this!”

“Dear Princess Celestia.” Rainbow said in what she thought was a good imitation of Twilight. “Today I learned about friends with benefits.” She gave Fluttershy a wink. “In about eleven months I’ll tell you about what I learn as a daddy! Wait, should that sire?”

Fluttershy actually started to laugh. “Rainbow Dash, you stop teasing Twilight!”

Twilight moaned as her cock slowly reemerged. “That’s okay Fluttershy.” She looked up at Rainbow and grinned. “How about joining me for some beneficial tea, friend?”

Fluttershy smiled. “I’ll take notes!”

=====================================

Coming up next: Applejack is facing a dilemma. Granny Smith has recently started dropping heavy hints about wanting a grand-filly or colt. Big Macintosh is moving way too slow with his relationship with Cheerilee to suit her. She thinks it’s up to AJ to add an addition to the Apple family tree. How can Applejack tell her how unlikely this will be? She just can’t bring herself to “come out of the stable” and admit to her family that she’s a confirmed fillyfooler!

03 Applejack's Dilemma

My Little Pony: It’s good to be the Princess

03: Applejack’s Dilemma

By Honey Moon

“It sure would be nice to hear the clitter-clop of little hooves about the place again.” Granny Smith said with a grin. “There’s no rush, but I is gettin’ a tad more seasoned, ya know.”

Applebloom looked back from the stove. “Yeah, I sure would like to pick up extra bits as a foal-sitter, big sis!”

Applejack cringed, but hid it well. “Y’all know how busy I am. There just ain’t no time to go all a datin’ and a courtin’.” She looked over at her big brother. “What about Big Mac?”

Applebloom giggled. “They thought they had us fooled after last Hearts and Hooves Day, but he and Miss Cheerilee are goin’ steady.” She smiled weakly at her brother’s obvious embarrassment. “Don’t worry, the girls and I will leave ya alone and let love blossom by itself!”

Granny sighed. “Your brother is slower than molasses the day before Winter Wrap-up! Why, I could be an old grey mare before he ever get’s his caboose a movin’ and pops the question.”

“Eeyup, uh, nnope!” The stallion shook his head. “Granny, you’re not THAT old.” He said with calculated slowness.

“A course I ain’t old, you whipper-snapper! I was just saying how I don’t want Applejack to be an old maid, is all!”

“Don’t you worry none about me!” Applejack said with a cheerfulness she didn’t feel. “There’s plenty of time for all that romantic hooey!”

Later, Applejack was alone in the south forty. “Plenty of time.” She muttered as her hind legs lashed out. The solid thump of their impact shook the apple tree. Perfect ripe apples cascaded down to land in the waiting bushel basket.

“Good morning, Applejack!” Twilight landed and folded her wings.

“Oh hey Twi.” Applejack crossed both right legs over her lefts and casually leaned against the tree. “You’re sure getting the hang of those princess wings of yours.”

“Rainbow Dash has been coaching me.” Twilight silently was very glad Applejack was right. Her feathers hardly twitched as she enjoyed the view of Applejack’s athletic form. She loved how the sweat of honest work matted Applejack’s coat. Twilight bit the inside of her mouth when her wings twitched again, and her cock warned of its desire to slip out of her body. She didn’t want to shock another friend.

“Twilight, can I ask ya somethin’? I mean, as a friend?”

“Sure you can, AJ!” A thrill ran through her body. Helping a friend with a problem would keep her attention off of Applejack’s down home farm-filly beauty. “Ask away!”

“Say you know this mare.”

“Is this mare hypothetical?” Twilight asked when Applejack paused.

“Oh, it doesn’t matter none where she hails from. Yeah, okay. We’ll say she’s from Hypothete. Anyway, her family is really startin’ to press her to get hitched and start havin’ foals.”

Twilight managed not to smile at her friend’s unusual interpretation of geography. Sometimes she couldn’t tell if Applejack was pulling her tail with her country ways. “Oh, that’s just to be expected. My mom is always trying to fix me up with eligible Canterlot stallions.”

Twilight’s heart thumped. How would she ever explain to mom how she was going to be a grandmother twice over? How could she admit it was because her only daughter had become a futanari and slipped foals into two close friends? She shook he head and continued. “None of them are ever interested in astronomy or books, so it never works out.”

“Hypothetically speakin’” Applejack winked. “What if I was to tell ya that my friend was maybe okay with the foal part, but just wasn’t interested in stallions, um, I mean marriage?”

Twilight’s moral uncertainty made her miss what could have put a whole different light on the conversation. “Well Applejack, it isn’t like we’re in olden pony times. There are lots of unwed mares these days.” Twilight tried to look normal as her own words seemed to accuse her. “Honest, there’s hardly any shame involved in these enlightened days! Nopony is ever forced to wear a Scarlet Saddle any more!”

Applejack came so close to confessing, but she didn’t want to frighten Twilight off. She’d thought it over many times, but there were only two ponies she’d ever felt comfortable “coming out of the stable” to, and since Cousin Braeburn was firmly behind that same stable door, he didn’t really count. “Yeah, I reckon she could find a stallion for a one night hay toss. She, um, she’s told me that’s what she’ll probably do. Her family might not like that though.” Applejack sure wouldn’t. She just never felt a hankerin’ for the attention of any stallion!

Twilight had to concentrate to keep herself under control. Hearing the lovely Applejack talk about her friend wishing for somepony to have a no bridle attached encounter with was really working her up! She came so close to asking for a name and address! “Well, I, I’m glad I could be of help!” she said happily. “I gotta go now. I’m off to, um, visit Fluttershy.” Twilight relaxed and let her wings unfurl. It didn’t look like a wing-boner if she was just taking off! She sprang into the air. “I sure hope she’s in the mood for tea!”

Twilight enjoyed the wind through her mane and tail as she cruised through the air towards the Everfree forest. She’d probably just walk back to the library. Rainbow had cautioned her not to overdo things, just because she had made such a strong showing on that fateful first flying lesson. This advice was offered up as they lay together reading in Rainbow’s bed when they last got together a few nights ago.

Well, they weren’t reading the whole time they were in bed! Twilight had brought one of her secret books to read aloud to Rainbow. She could hardly keep from giggling when Rainbow had popped a serious wing-boner while listening to a story about a stallion that accidentally mounted, mated and planted a foal within his own sister when she seduced him at a masked costume ball! It would seem that two fillies had decided to dress as Nightmare Moon that night, and the sister had locked her brother’s Fiancée in a broom closet and took her place at his side for the whole evening!

This had brought about some teasing on Twilight’s part, until Rainbow accused her of wanting to try “this and that” with Shining Armor. The feather was on the other wing then! Her wings had spread so wide she nearly knocked Rainbow out of the bed! Twilight had grown moist, AND her penis had engorged at the wicked thought of her beloved BBBFF mounting her!

It was embarrassing, but Rainbow had even sort of coerced a confession out of her. While Rainbow was sucking her cock, Twilight had accidentally called her Shining Armor! Twilight had her revenge though. Rainbow had nearly drowned when she had unleashed a HUGE load right down her throat!

Twilight moaned as her cock emerged into the slipstream of her passage through the air. “Rainbow would have to be on maneuvers at the Wonderbolts Academy this week!” Twilight was getting downright edgy without her friend being so willing to exchange “benefits” with the sire of the foal slowly growing in her belly. It was getting really hard to find a watermelon big enough to offer her relief!

Landing on the path in front of the cottage, Twilight wondered what she would say. Fluttershy seemed okay with watching as she and Rainbow had sex right in front of her at the library. Twilight had thought she had been joking, but Fluttershy had actually taken notes while she and Rainbow rutted before her eyes. That had been strangely exciting, and more than a little weird.

Would Fluttershy be interested in, well, doing it again? Twilight sure hoped so! It wasn’t that Fluttershy was her second choice or anything. Ever since that day in the library, Fluttershy had never mentioned what had taken place. It was if nothing had ever happened between them at all. Twilight was thankful that Fluttershy still called her friend, but why wouldn’t she even acknowledge the foal that was surely growing in her tummy?

Standing at the door for nearly twenty minutes, Twilight finally got up the nerve to tap a hoof against the rough wood when her penis had fully retreated. It opened just as she raised a foreleg. “Good morning Twilight. What brings you out so early today?”

“Hi Fluttershy!” Twilight couldn’t help grinning. Fluttershy looked lovely as the early morning sun highlighted her mane. “Oh, um, I, I just wanted to make sure you felt alright, uh, because of, well, you know.”

“Twilight, it’s only been two weeks, three days, and eighteen hours. Zecora says I’m perfectly healthy. Besides, I won’t even be showing for months.”

Twilight took a deep breath. She finally mentioned it, but Fluttershy seemed to be holding a bit of a grudge against her after all. Why else was she keeping such an accurate count down? “Um, you can’t be too careful, I always say.”

An awkward silence fell, and the two ponies just looked at each other. “Um, Twilight, was there anything else you wanted to say?” She took a deep breath. “Was there any question you wanted to ask? Any favor I could do for you?”

“No, I’m good. I can’t think of anything else.” Twilight moaned inwardly. Fluttershy was being polite, but it was obvious she wasn’t interested in a repeat of their disastrous unintentional mating. She would just have to cherish the memory of her one and only time with the fashion world’s most beautiful retired model. “I, I guess I had better be going.”

Fluttershy started to close the door, but paused. “Twilight Sparkle, you are making me so angry.” She said softly.

“I am?” Twilight was puzzled. “I know you’ve forgiven me for what I did to you a couple of weeks ago, so why are you mad now?”

“A couple of weeks, is that what you think?” Fluttershy sighed. “Twilight, it’s been two weeks, three days” she paused and glanced up at the sun. “Eighteen hours and ten minutes!”

The soft click of the door closing somehow sounded like a slam to Twilight’s ears. “Huh? What just happened?”

Leaning against the door, Fluttershy’s voice was the tiniest of whispers.. “Twilight, I could just scream at you. My bedpost doesn’t work any more, and you don’t want to help.”

Ever since she and Twilight had mated, her daily polishing sessions just didn’t seem to ‘do it’ for her any more. No matter how wildly she wriggled and humped against the furniture, the resulting explosion was more like a little pop compared to how she had felt while impaled on a princess’s penis! In retrospect, she realized it was still the same feeling. She just never had anything to compare it with before.

She now knew she wasn’t in LOVE love with Twilight, but why couldn’t she also be a friendly benefit, or whatever Rainbow had called it? Twilight never even mentioned until today that anything had even happened between them! Fluttershy was growing more and more frustrated as time passed. Rubbing didn’t work. Twilight’s massive member had spoiled her. She needed something inside to recapture that wonderful feeling!

Fluttershy considered options like very large cucumbers, but what if it got, um, lost up inside of her? The thought was too humiliating! She knew that any number of stallions would want to join with her, but ponies would talk if word got out she wanted it every day!

“Oh, now I’m wet again!” Fluttershy whimpered in frustration. Since Twilight wasn’t interested, she had no other choice. Fluttershy trotted back to her bedroom on trembling legs.

Backing up to her bed, she spread her hind legs. “Please work.” She breathed, as she pressed her most intimate self against the upright post.

“Something is seriously wrong.” Twilight muttered as she headed back to Ponyville. “It’s not too late to turn him back to stone if Discord has done something to upset her!” She felt something rap against a hoof and looked down.

Angel Bunny glared up at the princess and twitched his nose.

“Did you want something?”

He pointed back at the cottage with one paw, while stomping a foot in obvious anger.

“Sorry, I don’t understand. I’m not Fluttershy.”

His ears perked up. Angel tapped his nose, while pointing at Twilight.

“What about Fluttershy?”

He raised a paw, lowered it, and raised it again.

“Second word?”

Rearing back, Angel pantomimed grabbing something with both paws, and thrust his hips forward with astounding speed.

Twilight felt herself go flush. “That’s dirty!”

Angel glared up at her, and gave another few thrusts.

Twilight sighed. “The second word is, uh, f-fuck?”

The bunny tapped his nose again.

“Fluttershy fuck?”

Angel revolved his right front paw over the left a few times, sort of like how Spike twiddled his thumbs when bored.

“Reverse them?”

He nodded eagerly.

“Fuck Fluttershy?”

He hopped up and down, shaking his paws over his head in victory.

“Let me get this straight. You want me to fuck Fluttershy, even though she doesn’t want me to do anything like that with her ever again?”

Angel blew out an exasperated puff of air and clapped a paw to his face. Ponies just didn’t have their priorities straight! Every rabbit knew there were just two important things in life. Eating a good salad, and making more rabbits! He kicked Twilight’s right front hoof, and then scampered back to the cottage with a noticeable limp.

“Now what do you want?” Twilight followed Angel. “Well?”

He pointed up at the window above him, and crossed his front legs over his chest.

Twilight moved closer, and peered through the tiny gap in the lovely chintz curtains Rarity had made Fluttershy for her last birthday. Her eyes opened wide, her jaw dropped open, and her cock began to swell and grow erect once more. “Oh my goodness!” she breathed.

Angel sighed, his full message finally delivered. For the dominant species, ponies sure were dumb sometimes! He backed away nervously as Twilight reached her full turgid potential. Seeing a penis many times bigger than his whole body was almost enough to rock even Angel’s arrogance!

Moaning, Fluttershy slid her hind quarters up and down as she kept the bedpost lodged firmly in the split that divided her. “I want a turn too!” she whimpered as her body trembled. “I, I want something in me! I need something in me!” Her voice rose in volume. “I need something as big as Twilight in me! Nothing else will do!”

One eye to the curtain gap, and one ear pressed to the window, Twilight gasped. From all her secret midnight reading, she now knew what her friend’s problem was. “Oh my goodness, I, I made Fluttershy into a Size Queen!”

Gyrating, with tail thrashing, Fluttershy could feel her release approaching. It wasn’t enough! “More, I want more!” she moaned. Kneeling on her front legs, she pressed her face to the floor as her movements became more frantic.

Twilight whinnied softly as she watched Fluttershy’s desperate attempts to climax. It was the most erotic thing she had ever seen. That included certain illustrations in her hidden books, and even the time she accidentally saw Princess Celestia soaking wet and covered with bubbles while she was taking a shower!

Fluttershy looked uncomfortable, but face down, rump up, and wings extended to the fullest was such a sexy look for her! Twilight’s penis twitched and throbbed to the beat of her heart. Unnoticed, she began to water the flowerbed beneath the window with the copious amounts of clear slippery fluid dripping from her.

Despite himself, Angel Bunny grew aroused at the fearsome sight of Twilight’s turgid state. His own penis emerged. While nothing like Twilight’s, all the young bucks in the garden acknowledged his prod’s supremacy among bunnies. He looked around and spotted a lovely doe with the sexiest little flop to her ears. She hadn’t noticed him yet. She was staring at Twilight’s cock with an oddly speculative look. He recognized her as one of his many offspring from a season or two ago. Angel smiled and gave chase!

“Oh, just look at her go!” Twilight muttered, a bit of drool glittering in the sunlight as it dribbled down her muzzle. “Angel, does she do this often?” Twilight glanced back, but the bunny was gone. The Rhododendron bush was rustling, accompanied with some rather surprised sounding tiny feminine squeals, but Twilight lost interest and turned back to her ow personal peep show.

She had heard wild and whispered rumors that stallions paid good bits in Manehattan to drink hard cider while watching, um, “professional” mares dance around a pole. She doubted if that could be anywhere near as exciting as this! She gulped in nervous excitement. Her viewing angle wasn’t the best, but she caught just a glimpse in Fluttershy’s dresser top mirror. “She’s soaked! She’s getting the bedpost all wet and slippery!”

Fluttershy moaned as she bit into the rag rug on the floor. Her body shook. Trembling, she climaxed as her bottom humped even firmer at the unyielding wood. Slowing, the sound of her panting filled the room. “It wasn’t enough! Why isn’t it ever enough any more?” She let herself sort of fall completely to the floor and just sort of flopped onto her back. The slimy gleam of the wood seemed to mock her.

Twilight couldn’t stop her body trembling. "A true, true friend helps a friend in need." Twilight sang softly to herself. Fluttershy's need was so very obvious, too! Twilight teleported into the bedroom without even giving it conscience thought.

Fluttershy looked up at Twilight’s sudden appearance and squealed. She rolled over and staggered up on all four legs. “You’re in my bedroom.” She said in a soft shaky voice. She looked at Twilight’s gleaming eyes, and turned to see what she was looking at. “Oh dear.” She gasped. “Did you see? You didn’t see, did you?”

“Honestly Fluttershy, I just want to help you!” Twilight groaned. There was no hiding her erection. It spoke volumes about her peeping. “I, I’m sorry. I couldn’t help watching you.”

Spinning around, Fluttershy flipped her tail up onto her back. “Twilight, why are you just standing there?” she asked, frantic with need. “Take me, please!” she cried while wiggling her rump at her friend.

A silly grin lit Twilight’s face. “It would be my genuine pleasure, Fluttershy, but I thought you wouldn’t want to.”

“I, I didn’t want to, at first.” Fluttershy whispered. “I think I NEED to though! Twilight, I think I might be going crazy!”

Oh, you are not!” Twilight felt more confident after all of her ‘practicing’ with Rainbow Dash. She trotted behind Fluttershy and reared up on her hind quarters. “I, I think you just need to, um, release a little stress.”

Trying to walk on her hind legs like Spike does, Twilight’s horn glowed as she magically gripped her own cock. Aiming it with ease, she lined up effortlessly with Fluttershy’s soaking vagina. With a few more shuffled steps, she moved in closer and entered the lovely pony’s exquisite snug warmth. “Would you like me to ease that stress?”

“Oh yes!” Fluttershy moaned as Twilight settled the weight of her upper body onto her back. “I would like that so very much!”

Gripping Fluttershy’s midsection with her forelegs, Twilight started an easy slow pace as she thrust herself into Fluttershy’s welcoming body. “Oh goodness!” she said, looking into Fluttershy’s mirror. “We, we look wonderful!”

Fluttershy couldn’t help looking herself, and felt flush with a feeling of naughty embarrassment. “Photo Finish would call that, “Da Magics” and t-take pictures!”

Twilight moaned. “She wanted to photograph me after the coronation.” She giggled. “She said the public would want to see their new princess in the right light. I figured out she meant she wanted to catch me popping a wing-boner on film, and sent her packing!”

“Your, your wings are lovely!” Fluttershy said while giving her extended wings a couple of flaps. “Stallions love wing-span shots. You should have let her.”

“Not just stallions!” Twilight moaned. “I, I’ve seen a few of you that make my wings stand tall, you naughty pony!”

“Don’t talk like that! Colts save all of those advertisement pictures! That’s why I wouldn’t do PlayColt! Imagine, oh, oh, imagine if they had a picture of, of under my tail!” Whimpering, Fluttershy began lunging back to meet Twilight’s movements. “Faster, please go faster!” she begged. “Do it harder!”

Twilight didn’t need to be told twice! She plowed into Fluttershy, relishing the tightness that seemed to be trying to suck her back in every time she withdrew. Fluttershy squealed and mewled each time she slammed her loins at the firm perfection of her friend’s rump. Twilight buried her face in Fluttershy’s mane, not even aware she was actively drooling into it as her release grew nearer.

Oh Twilight, this, this is what I needed!” Fluttershy cried in a volume that was almost shocking. “Give it to me! Give it to me right now!”

Twilight felt that glorious deep silky tight sheath begin to quiver and contract around her as Fluttershy’s body trembled in her orgasm. It was milking her almost as strongly as Rainbow’s mouth did! Twilight snorted and thrust one more time to the hilt! With a whinny, her body went rigid. Guilt seemed to add a wicked spice as for a fleeting moment; Twilight imagined it was Applejack she was exploding into! Her cock surged and throbbed as thick gooey princess semen pumped into Fluttershy’s body.

Fluttershy thrashed and wailed under Twilight. This was how it should be! The power of her climax seemed to go right down to her soul! No bedpost could ever replace the real thing!

Twilight could hardly walk when she was finally all through. “Fluttershy, that was fantastic! Thank you!”

“Don’t pull out!” Fluttershy cried, but it was too late. Twilight withdrew with a loud “plop”. “Oh drat, we just ruined the rug!”

Twilight giggled as her issue just streamed out of Fluttershy. “Um, I’m sorry about that.” She said without conviction. “It seems like I make more each time I ejaculate. I think it’s a futa-thing. My, um, insides are getting stronger and my body is getting accustomed to the change.” She blushed. “Besides that, I haven’t ‘done’ anything with Rainbow for a few days.” Twilight froze. That didn’t sound at all like the right thing to say at a time like this! “I didn’t mean it like that!”

“Just think of poor Rainbow away with the Wonderbolts, and not being serviced by your wonderful penis every day!” Fluttershy stretched herself and sighed contentedly. “I feel great now!”

“You’re not angry?”

“Why should I be?” Fluttershy said with quiet dignity. “Did I just get angry when you kept on calling out AJ, while you were, um, squirting in me?”

“I said that out loud, um, I did no such thing!” Twilight gulped. “You’re not even angry for that?”

“No Twilight, I could never be angry at you.” Her eyes seemed to flash fire, but her voice never rose from its normal dulcet tone. “That is unless you don’t agree to service me at least three mornings a week. I feel wonderful now, but I admit to getting a little testy when you neglected me for so long. Don’t forget, I’m having your foal. I think I deserve some consideration for that.”

Twilight was sort of frightened by Fluttershy’s non-outburst, but in a good way. “Yes you do, and I’m sorry. I could come every day if you like.”

“No, three times a week should be fine. You know I have so many animals depending on me. I’m free Sunday, Tuesday and Friday.” She giggled. “If I need more I’ll come to the library in my school-filly uniform.”

“It’s a deal!” Twilight was confused a little by this, but oddly enough, didn’t mind the idea of “servicing” Fluttershy like some stallion with a demanding stud schedule. What were friends for?

Rarity lounged in pure delicious decadence and let the surging bubbling water of the hot tub penetrate her coat to ease her muscles. With eyes half closed, she watched as Aloe and Lotus Blossom ushered Fluttershy into the spa. She noted the cadence of her friend’s trot and smiled as Fluttershy gingerly slipped into the tub. “Darling, I’m so happy for you!”

Sighing, Fluttershy felt the heat against her delightfully sore tenderness. “Thank you Rarity, but what for?”

“Getting laid, obviously.” Rarity laughed at Fluttershy’s shocked expression. “There are no secrets in the spa, dear Fluttershy!”

“How could you tell?”

Rarity thought for a moment. “It’s difficult to put into words. It’s all in the walk. You seem a bit sore in the hindquarters. I’d guess that you were intimate roughly three hours ago. Am I right?”

Fluttershy sank a little lower in the tub. She had been a little late for her spa date, because she couldn’t let anyone see her until Twilight’s semen had stopped dribbling out! “Yes Rarity, she, uh, um, I mean he, yes, the stallion, ah, left three hours ago.”

Rarity opened her eyes wide. Her friend had obviously been ridden hard in a way exceedingly rare for a mare without devices to strap on found only in certain discriminating shops in Canterlot. There was a story here, and Rarity loved a good story! “You said she! Fluttershy, Do tell!” Her voice dropped to a whisper. “Did you meet a futanari?”

Sinking lower until only her eyes were above the water, Fluttershy thought hard. It wasn’t like Twilight told her not to say anything. Besides, what was said in the spa, stayed in the spa! That’s what Rarity always says. She lifted her head. “Yes, yes I did meet a futanari.”

Rarity giggled with glee. “Tell me, tell me! Who is it? I know it has to be a Pegasus. Was it Spitfire? I always thought she had a reason for that arrogant swagger! That must be why Rainbow is so infatuated with her!”

“No.” Fluttershy felt a naughty little thrill run through her body. This was the first time she had what Rarity would call a “Juicy tidbit”. She felt her face flush at the memory of her ruined rug. It sure was juicy! “Well, remember how stunned we all were when Twilight grew such lovely wings?”

“Yes, but what does that…” Rarity sat up so fast she sent waves ripping across the water. “Twilight grew a penis too?”

Fluttershy nodded. “Yes Rarity. I, um, I have some news, too.”

Rarity looked her friend in the eyes. “You’re pregnant! I should have known. You’re simply radiant, darling!”

“Rarity, not so loud!”

“Judging by your walk, Twilight must be very impressive indeed!”

Sighing, Fluttershy smiled. “Oh yes, she is!”

Moving with a casual nonchalance, Rarity positioned herself over her very favorite water jet. “Tell me everything!” she said huskily as the water pulsated directly against her vagina. “Tell me every single detail!”

Hoping Rarity wouldn’t notice the wicked thing she was about to do, Fluttershy carefully moved until a water jet was pulsating powerfully between her hind legs and against her tenderness. Fighting to keep her voice under control, she began to tell her friend the whole story.

Applejack trotted along at an easy pace, enjoying the cool evening air after a hard day bucking apples. “I wonder what is so darn urgent that would make Rarity send Sweetie Belle out to fetch me.” She smiled. “That prissy pony is up to something, I’ll bet.”

Taking several detours, Applejack kept herself well clear of any stallions she saw out and about. She knew the state of her own body. She was well into her season. Ponies would talk if she had to unleashed Bucky McGillicuddy and Kicks McGee tonight and bust some stud’s nose with a swift apple-buckin’ kick…Again.

Imagine that darn fool Caramel just coming out and saying “How about letting me dip my apple in your gooey center?” before daring to try and mount her during her last heat! He’s just lucky she didn’t send Big Macintosh after him. He’d have lots more to worry about than just his broken nose if her big brother ever found out what he tried to do!

She arrived at the Carousel Boutique just as Luna brought up the moon, and about a million stars filed the sky. Lifting a hoof to the door, Applejack paused. With a sigh, she headed around the building until she reached the water tap. “Rarity’s so highfaluting snooty. A little mud ain’t ever hurt nopony!” She said with no heat as she carefully cleaned her hooves.

Back at the door, Applejack knocked politely and then entered. “Hi ya Rarity, did you wanna talk with me about somethin’?”

Rarity looked over the top of her glasses. Applejack was on time! Tonight, timing was everything! With a slight change in the glow of her horn, she let the fabric she had been examining float back to one of her dress dummies. “Uh-uh-uh, what comes first?”

Applejack felt her face grow flush. “I washed my hooves, just like you tol’ me to!”

Rarity trotted over. “Let me see.”

Picking up a hoof, Applejack waved it in Rarity’s direction. “See?”

“Wonderful darling. Now if only you’d go for a nice buff and polish.” Lowering her head, Rarity gave the offered hoof a gentle kiss.

“Aw Rarity, you know darn well that a hooficure won’t last more’n a hour on the farm! Besides, that’s just too froo-froo for a pony like me!”

“Everypony should pamper herself from time to time, darling!” Rarity looked at Applejack and shook her head. “You’re still upset. You didn’t tell them, yet, have you?”

“Nah.” Applejack sighed. “How in tarnation can I tell my kin that I’m a fillyfooler?”

“You told me, didn’t you?”

“That was different and you knows it!” Applejack couldn’t help a little smile. “When I saw you back stage with Sapphire Shores after her concert, I knew you were the one pony in Ponyville that would understand!”

“I should have known she faked that wardrobe malfunction!” Rarity smiled. “Still, she is one fabulous pony!”

“Yeah, I could tell by the way you was moanin’.”

Rarity’s horn glowed. Applejack’s hat lifted off of her head, and settled onto her own. She tilted it to a rakish angle. “Why darling, are you jealous?”

Giggling like a school-filly, Applejack grabbed her hat and thrust it back on her head. “Heck no. I was just surprised, is all.”

“No more than I, when the next day you asked me what it was like.” She moved closer and nuzzled her face lightly against Applejack’s. “You did so seem to enjoy when I demonstrated for you.” She laughed. “Or shall I say, on you?”

Sighing, Applejack kissed her friend. “I sure did! Rarity, if’n it weren’t for you, I’d probably still just be dreamin’ about what it would be like to be with a mare!”

“Then just tell your family, uh, kin. They love you, Applejack. I know they’ll understand!”

“Granny Smith is pressin’ me for a grand-filly or colt now. She wouldn’t settle for anythin’ that wouldn’t get a foal in my belly!”

“Is that so?”

“You’re darn tootin’ it’s so!” Applejack sighed. “I bet Granny wouldn’t care what happened, as long as she got a grand-foal out of it!”

Rarity smiled. Her plan was working perfectly! Applejack would thank her for this, she hoped. First things first though. Moving with a slow grace, she started climbing the stairs. “I think somepony needs time to forget all of her worries.”

Eyes wide, Applejack watched Rarity’s flanks as the sophisticated pony headed up to her bedroom. “Well, uh, you could be right.”

It never failed to amaze Applejack. She and Rarity often fought like cats and dogs, but somehow they had developed a very special bond. She knew Rarity visited both sides of the meadow, but didn’t really mind. Just because she didn’t like stallions, was no reason to think less of Rarity for adoring male attention.

Being “special” friends with Rarity was near being the perfect solution. Applejack didn’t dare risk “coming out of the stable” to the wrong mare in a small village like Ponyville. Rarity was such an understanding and yes, instructive lover. Both ponies knew it wasn’t quite love, as one would read in a romance novel, but neither thought it wrong for two good friends to enjoy each other’s bodies from time to time.

Following up the stairs, Applejack found Rarity sprawled seductively across her bed. “I wouldn’t wanna muss up yer sheets none.” She said with a laugh.

“Oh hush.” Rarity batted her eyes. “Will you do it for me?” she asked coyly.

“Do what?” Applejack asked as she climbed onto the bed.

“Don’t be difficult!” Rarity said softly. “”You know what I mean!”

“Ya have ta tell me. I’m just a dumb farm worker.”

“Oh, have it your way!” Rarity sighed. “Applejack darling, could you be a dear and give me a horn job?”

Leaning down, Applejack swiped her tongue over the pointed tip of Rarity’s horn. “Well, since you asked so nicely.” She let the tip slip into her mouth, and slowly accepted more. The chitinous material was so very hard, yet pleasantly warm against her tongue as she gently sucked.

Rarity shuddered. Using magic always left her in a state of mild arousal, but there was nothing like having a warm friendly mouth around her horn! Few stallions are willing to attempt something so reminiscent of fellatio. It hurts their poor delicate male egos so. “Oh, oh yes Applejack. You know how I like it!”

Applejack often wondered if all Unicorns were like this. Rarity would never say, but still the idea wouldn’t leave her mind. It was getting to the point that she’d almost drool every time she saw a Unicorn mare. Why, even bookish Twilight! Before Twi had even grown her wings, Applejack had a powerful hankering to just gobble up that horn of hers until her nose was pressed in her mane and the tip was lodged in the entrance of her throat!

Listening to Rarity moan and whimper, she swirled her tongue around the warm presence in her mouth. Now Princess Celestia would be a real challenge. If Pinkie Pie’s claims of what she did with her mouth to prevent an over eager stallion from mounting her were true, Applejack saw no problem with swallowing down that one’s horn! After all, hadn’t she seen that sword swallower take something much longer at the last rodeo? Trying to steer her mind away from dangerous thoughts about her beloved ruler, she started to bob her head over Rarity’s lovely face.

Rarity closed her eyes and let the wonderful feelings wash over her. It was almost like Applejack was caressing her whole body with her mouth! The warmth flowed through her, and began to settle in her loins. The feeling swelled within her as her arousal grew and grew. She could feel the moisture simply flowing from her vagina to dampen between her trembling hind legs. “Darling, you’re doing so well!” she said dreamily as Applejack’s tongue moved faster and faster.

Smiling around the horn, Applejack nearly went cross-eyed as she sucked just as hard as she could. Rarity cried out as her body shuddered. Pulling back, Applejack clicked her teeth and gave the very tip a gentle little nip.

“Celestia damn you!” Rarity screamed as she was pushed over the edge. That nip on her horn felt exactly as if Applejack’s teeth had closed on her engorged and sensitive clitoris! “Oh fuck, oh fuck! I’m cumming, you tree kicking bitch!”

Applejack snickered as Rarity thrashed over the bed. The prissy and proper pony refused to admit that she always cussed up a storm while climaxing! She could feel a pleasant tingle on her tongue as stray magic discharged. Glowing brightly, Applejack’s hat flew off of her head and sailed across the room to scare the willies out of Opalescence. The cat had been calmly watching her owner’s strange antics with the other one that always smelled of apples. She hadn’t expected any incoming haberdashery.

When she calmed down a bit, Rarity smiled. “That was magnificent, darling. I think you deserve a reward.”

Trying to keep calm, Applejack rolled over onto her back. She just LOVED Rarity’s rewards! “No horn though!” she cautioned. “You know I won’t be havin’ with anythin’ changin’ my maiden status!”

Rarity smiled for reasons she wouldn’t tell her friend just yet. “Oh, I’m not the one who will get that prize, dear Applejack.” She let her mane drag over her friend’s belly as she slowly moved her face between those stunningly well toned legs. “You know I would never do something like that.” She extended her tongue and gently caressed pouty lips.

“I know.” Applejack said huskily. “I just wanna stay pure, is all.”

Licking gently, Rarity sighed. “Darling, you’re in heat. I just love the taste of a mare in heat!”

“Don’t remind me!” Applejack let out a soft whinny as that gentle tongue forced its way inside of her. “I’ve been dodgin’ stallions all day! The dang fools won’t stop sniffin’ after me!”

Pausing, Rarity grinned. “What if I was to inform you that I know somepony that could make it so no stallion would ever come after you again for almost a full year, maybe even longer?”

“Are you pullin’ ma leg?”

“Certainly not!”

“Tell me!”

“Twilight Sparkle has a sure fire preventative.”

“She does?” Applejack grinned. “That’s our Twilight for ya! What is it! You gotta tell me! Did she come up with a new spell to repel horny stallions?”

“All in due time my dear Applejack.” Rarity resumed her gentle licking.

That Twilight was sure a good friend! Just this morning she had told Twi of her, um, her friend’s problem, and Twilight has already found a solution! If no stallions messed with her, it wouldn’t matter what Granny Smith said. It wouldn’t be her fault at all if’n she never got hitched! She could take her time, and maybe bring Granny around to the idea of her being inseminated in a nice clean clinic. A clinic with a pretty mare nurse! That nurse would smile and gently slip a very skinny syringe loaded with anonymously donated seed up into her. She could live with that just fine!

The bed creaked as Rarity moved over Applejack. This was so exciting! If she played her cards right, she would get to watch as Applejack was inseminated by the rarest of the rare, a futanari Alicorn! She lowered her hindquarters over Applejack’s upturned face, and moaned as the farmer’s tongue moved to mirror her own.

Applejack inhaled the heady scent of Rarity’s arousal as that pretty pussy lowered towards her ready mouth. She could tell too. Rarity had a very special musk when she was in heat. Applejack was just glad her friend always avoided intercourse while in season. She would hate to be surprised by the seed left by one of Rarity’s many admirers. Not that Rarity would ever be uncouth as to not wash up before putting her neither region near her face after being with a stallion.

The bed rocked as the two ponies were locked in their oral ministrations. At first they moved slowly, carefully moving in an exact mirror of what the others tongue was doing. As usual, this didn’t last. It turned into a playful race as each strode to be the first to make the other climax!

Rarity managed to sneak a peek at her bedside clock. Timing was essential! Trying to hold back her own impending explosion, she eased up and slowed her own tongue’s lashing. She could handle it, but she wanted Applejack to be a raw bundle of aroused nerves for what was to come later! Oh Damn, she was so close! She was tempted to use her magic to speed up the second hand, but knew that was no use! There, exactly at one minute after nine, just as she predicted! Rarity heard a rapping coming from downstairs.

Rarity moaned, but managed to pull away from Applejack just a few heartbeats from her release. “Sorry darling. I, I must see who is knocking at this hour!”

Applejack groaned. “Let’em knock, Rarity! I was powerful close!”

“I’ll see who it is, and send them on their way. You just relax and wait here.”

Trying to compose herself, Rarity used her magic to straighten her bed tussled mane as she made her way down the stairs. She opened the door. “Why it’s Twilight Sparkle!” she called loudly. “What brings you out on such a fine night?”

“I got your slumber party invitation, Rarity!” Horn glowing, Twilight levitated the fancy parchment. “It said nine, so I waited a whole minute so I would be fashionably late!”

“Oh goodness, was that tonight?”

Twilight’s eyes opened wide. “Yes, I’m sure of the date. It even said tonight, and I only got it this afternoon!”

Rarity smiled. “Oh, I was just teasing.” She said softly. “Come in, Princess!”

“Oh Rarity, you don’t ever have to use titles with me! I’m still just plain old Twilight Sparkle!”

“I wouldn’t say that!” Rarity said with a knowing grin. “Applejack is already here. She was just taking a little nap while we waited for you to arrive.”

Applejack groaned. “Oh crab-apples!” Things were over with for tonight! Twilight would never understand what she and Rarity were doing! Maybe later she could sneak off and release herself in Rarity’s workshop. There was bound to be a roll of fabric she could hunch on until she reached orgasm! She climbed out of bed and snatched her hat from Rarity’s crazy cat.

“Dang, do I smell a bit whiff?” she asked herself softly as she headed down the stairs. “Nah, Twilight won’t notice. It’s not like she’s a stallion or anythin’!”

“Hi Applejack!” Twilight said excitedly. “We’re finally having our second slumber party! Isn’t this exciting? I even brought my copy of "Slumber 101: All you ever wanted know about slumber parties but were afraid to ask" Her eyes narrowed. “You girls won’t spend the night arguing now, will you?”

“Heck no Twi!” Applejack risked giving Rarity a little wink. “We buried the hatchet.”

“Good! Let’s get this party started!”

04 Rarity’s Solution

My Little Pony: It’s good to be the Princess

04: Rarity’s Solution

By Honey Moon

Twilight Sparkle sighed. “Thank goodness for Fluttershy!”

“What was that?’ Spike called from the supply room, where he was getting yet another new bottle of ink.

“Oh, nothing Spike!” She grinned. This morning had been very strenuous indeed! After spying on Fluttershy’s masturbation techniques had led them into finally ‘doing it’ together again, Fluttershy hadn’t let her leave until Twilight had ejaculated deep inside the normally timid pony five more times! Feeling quite drained, literally and figuratively, Twilight had gone back to the library and napped like a little filly and missed lunch.

Thank goodness! She would be able to keep in perfect control tonight! Twilight looked again at Rarity’s message. “Oh, a slumber party invitation!” she squealed, hardly able to contain her excitement. “This is going to be so much fun!”

Spike climbed up on Twilight’s desk and replaced the empty ink bottle. “Is that a good idea, um, considering.” He closed his right claw in a loose fist, and made a sort of shaking up and down motion in front of his crotch.

For just a second, Twilight wondered what it would have been like if she had already grown her penis before traveling through the mirror to that strange alternate world. What would it have felt like to close a ‘hand” around her wonderful cock and try a little solo massage therapy? She shuddered at the ghastly image. Thank goodness she had Rainbow, Fluttershy, and lots and lots of watermelons! “Don’t worry Spike. I’m in complete control!”

“Then I guess it’s nothing to worry about.” Spike hopped down from the desk. “You better get going. It’s getting late.”

Twilight smiled. “Fashionably late, Spike!” she said with a laugh before donning her saddlebag and leaving the library.

Taking her time to enjoy the peaceful beauty of Princess Luna’s night, Twilight walked toward Carousel Boutique. Excitement soon had her trotting. Before long she slipped into an easy cantor before breaking out into a full gallop. “So much for fashionably late!” she said with a giggle as she waited outside the boutique’s entrance.

She had to knock rather long before the door finally opened. “Why it’s Twilight Sparkle!” Rarity yelled for some reason. “What brings you out on such a fine night?”

Twilight’s horn glowed. Her saddlebag opened, and a roll of parchment lifted out. “I got your slumber party invitation, Rarity!” she said excitedly. “It said nine, so I waited a whole minute so I would be fashionably late!”

“Oh goodness, was that tonight?” Rarity said with an enigmatic smile.

Suddenly feeling worried, Twilight glanced at the invitation. “Yes, I’m sure of the date. It even said tonight, and I only got it this afternoon!”

Rarity’s smile broadened, but her voice dropped to nearly a whisper. “Oh, I was just teasing. Come in, Princess!”

Although she was getting used to her new status in life, Twilight just didn’t want some things to change. “Oh Rarity, you don’t ever have to use titles with me! I’m still just plain old Twilight Sparkle!”

For some reason Rarity winked at her. “I wouldn’t say that! Applejack is already here. She was just taking a little nap while we waited for you to arrive.”

Twilight spotted Applejack heading down the stairs. “Hi Applejack! We’re finally having our second slumber party! Isn’t this exciting? I even brought my copy of "Slumber 101: All you ever wanted know about slumber parties but were afraid to ask" She felt a sudden suspicion. “You girls won’t spend the night arguing now, will you?”

Applejack turned to glance at Rarity, who gave her a kindly smile. “Heck no Twi! We buried the hatchet.”

“Good! Let’s get this party started!” The book rose from her saddlebag to float in front of her. “What should we do first?” she asked. “There are lots of things we didn’t try last time.”

“I should say not.” Rarity said with a giggle. “First, can I offer anypony a drink?”

“I’ll have lemonade.” Twilight said. “That is if you have any lemons.”

“Oh, I think I can offer something better than lemonade, darling.” Rarity headed to the kitchen. She soon returned with horn glowing, and a silver tray following behind her.

Applejack noticed the distinct bottle. “Rarity, isn’t that Sweet Apple Acers Sui-cider?”

“What’s Sui-cider?” Twilight asked, clearly puzzled.

Applejack sighed. “You know my family makes both cider, and hard cider, right Twi?”

“Sure Applejack. I prefer soft drinks, but a small mug of hard cider sure is nice before bed on a cold winter night.”

Rarity opened the bottle and poured the fragrant liquid into three small cups. “This is far more refined than mere cider, Twilight.”

“I reckon you could be saying that.” Applejack said with a nervous grin. “Granny Smith does distil it, instead of letting it ferment like regular hard cider.”

“Oh, I see! I’ve read about the distillation process, but never tried anything distilled before. Sui-cider is like a brandy made from apples, right?”

“Well mostly apples anyway.”

“I guess one small cup would be okay.” Twilight said as she levitated a drink towards her mouth. She took a sip. “Oh my, it does warm you right up!”

Applejack leaned toward Rarity. “What are you doin’?” she hissed through clenched teeth. “Sui-cider is a might powerful to give somepony who only drinks a small mug of hard cider before goin’ to bed!” She snatched a cup and took a swig. “It’s what ya might call a acquired taste! I don’t even drink too much unless the harvest is completely in and I got a coupl’a days to recover!”

Rarity took a dainty sip out of the remaining cup. “Applejack dear, we promised Twilight there would be no arguing, remember?”

Twilight was too engrossed in her drink to notice any problem. “My, it sort of sends vapors up your nose, doesn’t it?”

“It certainly does.” Rarity returned her almost untouched drink to the tray. “Would you like a little more?”

“Well, okay, but just a little.” Twilight returned her empty cup to the tray. “I have to catalog some new books in the morning.”

Rarity poured just a splash into Twilight’s cup, but then deftly rotated the tray until it was hers before the librarian.

Applejack watched as Twilight took the full cup and Rarity took the one with hardly anything in it. “Rarity!” she said sharply. “What in tarnation is goin’ on?”

“Goodness, where are my manners? I do apologize Applejack.” Rarity said with a grin as the bottle rose to top off Applejack’s cup. “We can not be rude and let Twilight drink alone, after all.”

Twilight took a healthy gulp of her drink, before flipping through her book. “What to do, what to do?”

“Darling does that book mention Truth or Dare in any of its chapters?”

“Oh good grief!” Applejack gulped down her own drink. “Rarity, I’d like ta be havin’ a word with ya!”

“Oh, yes it does!” Twilight squinted at the book. “That’s funny. It says that Truth or Dare is only to be played if a parent or guardian is supervising the party. I wonder why. It seems like just a harmless word game.” She gave a slight hiccup. “Oh, excuse me. Is anypony else getting warm?”

“I’m getting’ a might hot under the bridle.” Applejack hissed.

“It is a very pleasant evening.” Rarity said, taking another tiny sip. “We’re all responsible ponies. I say we have a rousing game of Truth or Dare!”

Twilight nodded vigorously. “I agree!” she said slightly louder than was normal for her. She drained her cup. “Come on AJ, it’ll be fun!”

“Oh for Pete’s sake!” Applejack snatched the bottle from the tray. “That’ll be enough of this!” she said as she drained the remains of the bottle into her own cup. “Oh alright, we’ll play ONE game of Truth or Dare, then we can make S'mores like we did last time!”

“Shall I start?” Rarity asked with a smug smile.

Applejack suddenly felt a little nervous. “Let’s just get this over with. I’m getting’ hungry for S’mores!”

“Oh goody!” Twilight hopped from hoof to hoof. “Party games make any slumber party fun! It says so right in the book!”

Rarity took a deep breath. “Applejack darling” She batted her eyes. “Truth or Dare?”

“You’re up ta somethin’, Missy!” Applejack nervously sipped her drink. “Truth!”

“Applejack, have you ever kissed a colt?”

Nearly dropping her cup, Applejack glared at Rarity. “Nnope!” she tried to drawl like her brother, but it sort of came out like a gasp. “Okay then Miss Prissy, its ma turn!” She downed the rest of the Sui-cider. “Truth or Dare!”

Rarity glanced at Twilight and smiled sweetly. “I shall choose truth.”

“Is you or ain’t you a maiden?”

“I most certainly am not!” she said with a hint of pride in her voice. “Not since shortly after I received my cutie mark.”

Twilight looked at Rarity, and tried not to imagine things. She knew from conversations with her in the past that Rarity had varied and exciting experiences with stallions, but somehow right now, it seemed so thrilling and new. Her wings rustled. “Ask me next!” she yelled in near panic as she fought to keep them in check. “I want to play too!”

“Truth or Dare, Twilight.”

Eyes wide, and just a bit glassy, Twilight thought while finishing her drink. Truth could be very embarrassing if Rarity accidentally asked the wrong thing. She had better be careful. “Dare!”

Rarity knew what to watch for, and nearly giggled when she caught the slight twitching of Twilight’s shoulder muscles as she nearly spread her wings. This was working perfectly! Her horn glowed, and one of her brushes came drifting down the stairs. “Twilight dear, I dare you to brush Applejack’s tail!”

“Cut that out!” Applejack hissed. “You knows I like ta start with, um, I mean, are we done yet?”

Twilight’s horn glowed, and she claimed possession of the brush. “Oh, that’ll be easy!” She moved in closer to Applejack, and it wasn’t. The brush faltered and nearly fell to the floor. Applejack was in heat! Gulping, and fighting her body’s response to the wonderful scent of Applejack’s season, Twilight began to slowly run the brush down her friend’s tail. It came to the tie gathering the end to keep it tidy and neat, and Twilight’s horn glowed brighter as she slipped it off. The golden yellow tail fanned out. “Beautiful!” Twilight whispered in awe.

Applejack tried to keep stiff and unmoving. “I’ll get ya for this, Miss Priss.” She whispered. How many times had Rarity used that very hairbrush as foreplay? Rarity knew that she secretly adored playing “brushie-brushie” with her! Now she had pretty Twilight brushing her tail! She felt herself growing damp. “Twi, it, it’s your turn!” she gasped. “Take your dang turn now!”

With one last brush, Twilight “accidentally” lifted the glorious tail and stole a peek at the beauty beneath. “Turn, um, oh, oh yes!” She reluctantly let the brush drop, and somehow managed to resist the urge to run her hoof through that lovely tail. “Applejack, truth or Dare?”

“Tr-uh, dare!” Applejack closed her eyes and nervously awaited her command.

Twilight stared from Rarity to Applejack. They were both so lovely! She shook her head, which was a mistake. Twilight swayed and nearly fell over for some reason. She should do Applejack a favor! AJ said she never kissed a colt before. Maybe she just needed some practice! She nearly giggled. Now that was using logic! She cleared her throat. “Yes, um, dare. Applejack, you have to, uh, you gotta k-kiss Rarity!”

“What the hay?” Applejack felt like crashing right through the door and headin’ for the hills! Did Twilight know? Did she suspect? “Uh, I can’t be um, kissin’ Rarity!” she stammered, part of her just raring to do just that. “It ain’t proper!”

Rarity grinned. “Oh Applejack, it’s only a silly game,” she said softly.

“Applejack, you picked dare!” Twilight yelled. “You gotta do it, that’s the rules!”

Applejack shuffled closer to Rarity. “Okay, don’t go getting’ your bridle in a knot!” She leaned in to give Rarity a quick peck, but Rarity had other ideas. When Applejack felt the delicate softness of Rarity’s tongue begging entrance, she just couldn’t help herself. With a moan, she allowed Rarity to slip that tongue right into her mouth!

Eyes nearly bugging out of her head, Twilight stared. “Did I see tongue?” she shouted while hopping up and down. “I did! You guys are doing “Fancy Kissing”!”

When they parted, Rarity sighed contentedly. Applejack was a very good kisser, after all. She glanced at Twilight. Her wings were extended, and she was bouncing around like a filly on Hearth's Warming Eve. There was no hint of a magnificent prod yet, but from the hungry way Twilight was staring at them, it wouldn’t be too much longer until things came to a head, so to speak. “Goodness me, Applejack, I should not have done that. Can you ever forgive me?”

Applejack was feeling quite warm now. “Yeah, I, I reckon I can.” She said softly, while trying not to look in Twilight’s direction. She took a deep breath. “I guess I’m up. Twi, Truth or Dare?”

Twilight stared at her two friends. That was probably the most beautiful thing she had ever seen! The refined proper and poised Rarity kissing robust forthright and athletic Applejack was just somehow so right! It was all she could do to hold on, and keep from shocking her friends by growing turgidly erect!

Finally turning to look at Twilight, Applejack almost laughed at her dazed expression. “Some ponies just can’t hold their Sui-Cider.” She said with a loud hiccup. “Equestria to Twilight, Truth or dang blasted Dare!”

Yikes! Twilight shook herself. She had dared Applejack into kissing Rarity! Dares were just too dangerous! “Truth!” she shouted. “I pick truth, not dare!”

Eyes closing to slits, Applejack decided on a little revenge. “Twilight Sparkle Princess Library pony, tell us, do Princesses please themselves. Uh, you know, do Princessesses masterbertate?”

Twilight gasped. What could she do? She had to tell the truth, it was the rule! “I, um, at Canterlot Castle, I, uh.”

Rarity grinned. This was it. “Go on darling! Play fair and tell us!”

Fidgeting, Twilight tried to keep her body from displaying its growing arousal. “Yes!” she shouted. “I accidentally saw Princess Luna doing it in the royal hot tub! She was whimpering and moaning, and then cried out in the “Royal” voice that the inventor of water jets deserved a knighthood! My ears rang for an hour!”

“I would have to agree with her on that. “Rarity said quietly. “A good water jet is a mare’s best friend.”

“Come again?” Applejack asked.

“Oh, never you mind.” Rarity grinned. “It is quite obvious that our Twilight still does not consider herself to be royalty.”

“It’s my turn! It’s my turn!” Twilight sang out. “Applejack, Truth or Dare?”

Oh dang! Applejack shook her head. This was getting really weird, but for some reason she felt compelled to just keep playing! “Truth!” she said, and then hiccupped again.

Twilight stared, her eyes seeming to grow more intense, even in their mildly bloodshot state. This was it! She would get to bed a new partner with no bridle attached. She just needed the name! “This morning when we talked, who is your friend?”

Suddenly, Applejack felt like she kinda knew what a tree felt like when she bucked the apples from its branches. She tried to keep her mouth shut, but even without the silly rules, she was just compelled to tell the truth. “Me! I’m ma friend, uh, I mean, I was talkin’ about me! Granny Smith wants me to get hitched and start workin’ on raisin’ a new generation a Apples!”

“You, Applejack? You, you want, um, with no bridle attached?”

Somehow Applejack felt much better admitting even just half the truth. She just galloped ahead and made a clean slate of it. “That was just talk! If I have a foal though, it would give me time ta finally get up the courage to come out of the stable to Granny, Applebloom, and Big Macintosh!”

Twilight moaned and lost her inner struggle. “Applejack, you’re a fillyfooler? That, that’s, that’s so cool!” She felt the air touch her cock as it rapidly emerged from her body and grew achingly hard.

Seeing what suddenly slid out of Twilight to gently pulsate under her belly made Applejack canter backwards until she collided with one of Rarity’s dress dummies and tumbled hooves over tail. “Whoa Nelly, what in the heck is that?”

Rarity stared in open admiration. “That, Applejack dear, is the solution to you your dilemma!”

Twilight took a step forward, albeit a slightly wobbly one. “Please Applejack? Let me help you? I’ll be oh so careful, and I know it really works. Just ask Fluttershy and Rainbow Dash! They’re both carrying my foals!”

“Rainbow too?” Rarity grinned at the thought of their brash friend becoming a mother. “Why Twilight, you’ve certainly been one very busy pony!”

“Uh-uh! Not this pony!” Applejack said as she staggered to her hooves. “I never been touched by any dang stallion, and I ain’t aimin’ ta be a startin’ now!”

“Applejack, Twilight is obviously not a stallion!” Rarity snapped. “Look at that delicate and lovely facial structure. Look at the graceful form of her body. She’s a futanari. It happens sometimes with Pegasi. Why, I once met this darling filly fresh out of, oh, never you mind. Look at Twilight, and tell me she isn’t a lovely young mare.”

“Look at that dag-burn giant cock!” Applejack shouted. “That thing would be like to split me in two!”

Twilight tried to give Applejack a reassuring smile. It may have worked better if she hadn’t been drooling. “I won’t hurt you, I promise! You did say if you had a foal you could explain everything to your family.”

“That was a hypothetical foal!” Applejack gasped, unable to keep her eyes from the python under Twilight’s tummy. “I never was sayin’ I wanted one actually put in ma belly by the likes a that!”

Rarity’s horn glowed. A second bottle of Sui-Cider drifted into the room. “Applejack, why don’t we all have another drink and talk?”

Applejack accepted the cup that rose to her hoof, and let the floating bottle fill it to the brim. “Rarity, if’n I did anythin’, I was thinkin’ a clinic, with a nice little syringe! I want it all neat and clean, no gigantical cock need apply!” She took a swig from the cup. “No offense Twi, but that thing is a darn sight bigger than what Big Macintosh is packin’! I see’d it once when he had Miss Cheerilee up in the hay loft! He had that teacher mare squealin’ like a pig at slop time! I had nightmares about snakes for a week!”

A goofy smile lit Twilight’s face. “Really, wow!” She lowered her neck and stared under her body. “Oh, I guess I am kinda big!”

“Darling, you are not just big. You are magnificent!”

Hope burning bright, Twilight turned to Rarity. “Could, could maybe we, uh, “do it”, um, just to show Applejack what it’s like?”

It was so very tempting to break her own iron clad rule, but Rarity stood firm. She dearly loved her little sister, but it was bad enough with Sweetie Belle constantly underhoof. She just didn’t have the time to raise a foal right now. “Darling, my schedule is so very demanding.” She gave Twilight a saucy wink. “I shall be able to, shall we say, “fit you in”, in just two weeks time.

“Fit that in?” Applejack gasped. “Rarity, it’ll kill ya!”

“Applejack, you’ll hurt Twilight’s feelings!” She glanced over at where Twilight, mane dragging on the floor, was staring under herself. Rarity watched with a certain amount of envy as Twilight’s tongue darted out to gather the clear drop of fluid that threatened to drip to the floor. “Ahem, I said you’ll hurt Twilight’s feelings by implying that she would ever cause harm to a friend!”

Twilight looked up, and muscles moved in her neck as she obviously swallowed. “Oh Applejack, I’d never hurt anypony!” She grinned. “You go ask Flutters and Dashie if I hurt them! My, I’m thirsty. Rarity, could I have another drinkie too?”

“Certainly darling.” Rarity levitated a pitcher of lemonade from the kitchen and poured a cup for her swaying friend. Any more Sui-Cider for her and Twilight was liable to pass out before her plan came to fruition!

Looking sheepish, Applejack sighed. “I know Twi would never hurt a friend. It’s just, ah, just look at that thing!” She took another gulp and let the warmth fill her as she tried to clear her muddled and foggy thoughts. “Fluttershy took that? Timid scaredy-cat Fluttershy let you, um, up inside of her?”

Twilight grinned proudly, and paused to daintily belch. “She begged for more, AJ!”

“And Rainbow too?”

“Nah, Dashie doesn’t beg. She just puts on her official Daring Do hat, and calls me Ahuizotl when she wants it a little rough.” Twilight giggled. “She likes to act out scenes from the fan-fiction she’s writing.”

Rarity was stunned. Not at Rainbow enjoying role-play. She liked a good game of “Timid Maiden and the Rough Palace Guard” herself from time to time. How in Equestria did Twilight manage to pronounce Ahuizotl after two whole cups of Sui-Cider? She forgot that with a shake of her head, and decided to try and move things along.

“Applejack dear, a clinic insemination would cost quite a few bits. That doesn’t even include the high cost of insuring the donated seed is from a good strong line. We wouldn’t want the Apple family line diluted now, would we? Were you not just complaining about how the cost of your family reunion took a bite out of Sweet Apple Acres profits this season?”

“I reckon I’ll have enough bits saved in five ‘er six more years.”

“I’m cheap! I’ll do it for free!” Twilight suddenly announced with a big dopy grin.

It took all of her self control for Rarity not to explode into laughter at Applejack’s startled look. “Well, there is that.” She said calmly. “We know Twilight is of a proven line. She is a princess, after all.”

“Rarity, what in tarnation is ya sayin’?” Applejack asked as she took another gulp. “Granny wants me to get hitched! She’ll go plum loco if’n she finds out I don’t like stallions!”

“Darling, Granny Smith would be too busy cooing over her new grand-foal to even think about that! Besides, I refuse to believe that sweet old pony has a bigoted bone in her body. She will come around once you present her with a fait accompli.”

“Oh, now Rarity is talking Fancy!” Twilight laughed. “I know what fait accompli means. It’s an accomplished fact, something that has already occurred.” She hiccupped again. “A done deal. Applejack, please can I do the deal?”

It was actually working! Just a tiny bit more persuading and Applejack would be forever freed of the fear and anxiety she felt over what should be something natural and beautiful! Rarity leaned close and whispered in Applejack’s ear. “I would be very proud to openly date you once you “come out”, darling.”

“You would?”

Rarity smiled. “Of course I would, silly! Sneaking around is so tiresome. Besides, once eligible mares of refined taste see you out with such a fine catch, they’ll be lining up to steal you away from me!” She gave Applejack a kiss. “You wouldn’t have to worry about a thing. Once you are out of the stable and find your very special somefilly, I’ll step out of the picture and cheer you on, dear Applejack!” She winked. “Only if you let me design matching wedding gowns though!”

“Rarity, yer ego is showin’!” Applejack laughed and nuzzled her face against Rarity’s. “I ain’t sayin’ I’ll do it, but Twilight, are you sure it won’t hurt me?”

Twilight tried to straighten up. The glow of her horn flickered a bit, and she slopped some lemonade on the floor. “I promise to be super extra careful AJ!”

“Darling, with all the bucking you do, I for one, have my doubts that you have much of a maidenhead left for Twilight to break.” She smiled. “My first wasn’t painful at all, and I was quite a bit smaller at the time.”

Heart pounding, Applejack took a deep breath. “Rarity, I’ll do it! Now how do we go about startin’ this hootenanny?”

“Twilight darling, would you like to give Applejack a kiss?”

Twilight gulped. Part of her was suddenly very worried. Why was she doing this? She had already got two friends pregnant, and now here she was actually thinking about making it three! She swayed a bit, and couldn’t help thinking about how lovely Applejack looked. She felt so warm and fuzzy inside, and she couldn’t seem to keep her thoughts lined up logically.

Part of her knew things were getting out of hand, but she just couldn’t get the thought of siring another foal out of her whirling mind! “Oh yes, yes I would!” Twilight said loudly. “I’d love to give Applejack a kiss!”

Rarity stepped back, her gentle smile illuminating the room. Applejack and Twilight faced each other, both grinning sheepishly. “Uh, hi Twi.” Applejack muttered. “You sure look purdy tonight.”

Twilight smiled. “You think so? I, I always though you look really pretty, AJ.”

“You are both lovely ponies.” Rarity said quietly, hoping they wouldn’t falter now with the goal in sight. Maybe Twilight needed just a tiny nudge more. Horn glowing, Rarity pulled the tie from Applejack’s mane.

“Oh, Applejack!” Twilight whispered as her friend’s mane fanned out. “You really are pretty!” She stepped closer.

“I, I like when your horn glows.” Applejack felt embarrassment growing within her. Why had she said somethin’ so dang foolish? “Uh, I mean, um, the color suits ya!”

“Thank you AJ!” Twilight giggled. “I like your hat!”

“Twi, uh, um, oh fiddlesticks!” Applejack moved before she lost her nerve. She darted forward, and kissed Twilight.

With a moan, Twilight forgot about hats and horns. Applejack’s tongue was trying to enter her mouth, and she let it! Supporting herself on three legs, she raised her right foreleg and gently ran her hoof through Applejack’s lovely mane.

Rarity sighed happily. She did so enjoy watching two lovely mares appreciate each other’s bodies. How many times had she peeked through strategically placed peepholes in her dressing room booths, and watched what really went on when a pony offered to help her friend try on dresses?

She felt a tiny twinge of jealousy though, and nearly laughed at herself. Rarity didn’t know who to be jealous of! She would be very ready and eager to steal either pony from the other right now to ease her own body’s needs! Well, her own feelings weren’t important at this momentous moment. She was sure that if Twilight gave Applejack a lovely little foal, Applejack would finally have the courage to stand on her own four hooves and tell her family her true feelings!

Applejack whinnied softly. Twilight’s mouth tasted different than Rarity’s. Both were as cool and sweet as that first bite of a crisp ripe apple, but there was a subtle but exciting difference. Even with the taste of lemonade and Sui-Cider on Twilight’s tongue, Applejack could tell. She tried not to think it, but couldn’t help wondering if she could kiss all of her friends, just as a sort of comparison test! She felt deep in her heart that no stallion could ever be as sweet to kiss!

Twilight sighed when they finally parted. “Wow Applejack, you’re really something!” She giggled at her friend’s bashful look. “You’re such a good kisser!”

“She certainly is.” Rarity said cheerfully. “Applejack gives all her attention to her partners when kissing. She’s amazing!”

“Aw Rarity, cut it out!” Applejack said, but with just the hint of pride in her voice. “You were ma only partner until today, so how can ya be sayin’ somethin’ like that?”

Twilight grinned. “Applejack, she’s right!” She whimpered as her cock throbbed. “I, I bet you’re good at other things, too!”

Applejack flinched. “I ain’t kissin’ that!” she shouted.

“Of course you’re not going to kiss “that”, darling. Twilight understands that you aren’t interested in the art of fellatio.”

Twilight stared at Rarity. “Art? I had to talk Dashie into trying it, and she got mad at me when I sort of almost drowned her. I don’t think she would say it’s an art!” She giggled. “Oopsy, I Pinkie swore I wouldn’t say anything about that!”

A window flew open with a crash, and a pink whirlwind entered the shop. “Losing a friend’s trust is the fastest way to lose a friend…FOREVEEEER!” Pinkie exclaimed.

“Pinkie!” Twilight cried. She reared up and tried to hide the member jutting stiffly from her body with her forelegs. Wings flapping uncoordinatedly, she slowly toppled over backwards.

Applejack spun around, unbound mane freely swirling about her concerned face. “How long were ya out there? You didn’t hear nothin’, did ya Pinkie?”

“Only that Twilight is telling other pony’s secrets again. I was just on my way home from a party, and you know I have excellent hearing!” Pinkie shook her head. “Honestly, you’d think a magic using Alicorn Princess that accidentally aged herself five years, grew a great big do-dad, and then used it to put pretty little foals in Fluttershy and Dashie would have learned that lesson by now!”

Twilight rolled over and crouched low to the floor to hide her throbbing cock. “How in the wide-wide world of Equestria could you possibly know all of that?”

“Oh, I just guessed.” She turned to Applejack and smiled. “Oh, oh, Applejack, you should have come to the party with me! It was hens only! Vinyl threw down some tasty beats, and we ‘got down’!”

“What the hay is you talkin’ about, Pink?”

“Oh, just that Ponyville is a very fillyfooler friendly community. That’s all.” Pinkie said with a wink.

“You, you know, uh, about me?”

Pinkie gave a wicked little grin. “I always feel all warm and tingly inside when you stare at my flanks, Applejack.”

Rarity laughed. “Now will you believe me, Applejack?” She sighed. “Pinkie Pie, I’ve been telling her for weeks that she isn’t the only mare in town trotting down that side of the street, but would she listen?”

“Applejack, you shoulda asked me.” Pinkie smiled. “Mayor Mare was asking about you at the party.” She said with a grin. “She has quite the eye for younger fillies. I though Vinyl was gonna give her a hoof right in the snoot when she caught the Mayor making goo-goo eyes at Octavia. Vinyl shouldn’t worry. Octavia sure got mad at her for almost starting a fight with the Mayor, but I saw just the hint of a tiny itsy bitsy smile before she started to yell. I just know those two will become more than room mates soon!”

“Mayor Mare?” Applejack suddenly looked bashful. “She’s a right elegant pony. What would she want with the likes a me?”

“Applejack, what have I told you?” Rarity smiled. “You are a lovely strong minded pony. Everyone knows that.” She paused. “Pardon me, but would you say that, ahem, “mature” pony is more elegant than I?”

Giggling, Applejack boldly kissed Rarity, right in front of her friends. “Ain’t no pony in all a Ponyville more prissy, uh, elegant than you, Rarity!”

“I choose to take that as a complement!”

“That’s how I meant it!” Applejack said, before Rarity couldn’t hold back any more and started to laugh.

Twilight sighed and her wings drooped. “Does, does this mean, um, Applejack, do you still, uh, want to? I, um, I could go home now, if you want.”

Thinking hard, and swaying a little, Applejack turned and looked down at Twilight. “I tol’ ya I would, Twi, and an Apple never goes back on ‘er word! Ponyville is one thing, but ma family is a whole other thing! You gotta put a foal in me, so Granny will have accomplished fats! That way she’ll leave me alone about getting hitched to some no account stallion and I can ease her into acceptin’ the idea of me being a fillyfooler!”

“Oh, can I stay and watch?” Pinkie asked as Twilight rose unsteadily to her hooves. “I haven’t seen a good mating since I hid in the closet and watched Mr. Cake shoot the twins into Mrs. Cake!”

“Only if you keep your mouth shut!” Rarity emphasized the point by occupying that mouth with a passionate kiss.

Twilight was so relieved. For a moment she thought she was going to have to go home and hope there was a watermelon left in the pantry! Wings held high and stiff, she stared at Applejack. Things had been quite forceful on her first time with Rainbow, and Fluttershy had taken charge in her adorable school filly uniform when they had done it in the library. This was different though. She could see that despite her brave words, Applejack was still nervous. “Um, how do you want me to do it?” she asked coyly, trying to ignore the desire to just rear up and mount he friend from behind like instinct was screaming at her to do.

Applejack trotted unsteadily to the stairs. She backed up and carefully sat her rump on the steps, and leaned back. “I, I want to see you when ya do it.” She said softly. “Is that alright?”

Twilight smiled. “It sure is!” She went to her friend. “I’ll be careful, AJ! You’ll see!”

“I know ya will, Twi. I trust ya!”

Moving with the unsteady gait of somepony not used to hard drink, Twilight walked her front hooves carefully up the steps on either side of Applejack. Both ponies gave a little jump when the hard throbbing organ bounced against Applejack’s tummy. “Um, could, uh, could you scoot your rump up another step?” Twilight asked bashfully. “I, I’ll line up better if you do.”

Applejack bounced her bottom up a step, and although more nervous than a cat at the dog show, she spread her hind legs and offered herself to Twilight. “It’s kinda wet, down there.” She whispered. “I, I don’t know what all is coming over me. I never feel this way if’n a stallion ever comes near me when I’m in season.”

Rarity gracefully moved towards the steps, with Pinkie bouncing along beside her. “Darling, that is because Twilight is a mare. No matter what else she may be, she is not some coarse stallion.”

“That’s right!” Pinkie shouted. “Stallions are super fun for a roll in the hay, but an Alicorn Princess is SOOOO much better! You can’t get more better than a Princess with a do-dad!”

“Hush, Pinkie!” Rarity’s horn glowed, and Twilight gave a little moan when the matching glow enveloped her shaft. “It’s not that I don’t trust you, Twilight.” She said quietly. “I just feel that it is my duty to guide you into Applejack.”

With a moan, Twilight slowly moved closer. “That, that’s okay Rarity.” She said huskily. “Your magic feels really good on me!”

Eyes wide, Applejack put a hoof on her hat. “Maybe, maybe I should think about this.” She said, as a clear droplet of fluid leaked out of Twilight’s penis to drip lightly onto her tail. “Maybe next month would be better! Maybe next year! Maybe I’ll just give in and let Granny fix me up with somepony! It won’t be so bad if’n he’s a good farm worker, I reckon!”

“It, it’s all up to you!” Twilight said, as she somehow managed to stop herself with the head of her cock pressing snugly against the exquisite warmth of Applejack’s most inner self. “I, I can wait!”

Rarity sighed. Just when Applejack was so close, she was backing down yet again. She watched Twilight. The poor thing seemed to be resisting too. This would never do! “Pinkie darling, if you would be so kind as to lend a hoof?”

“Oh sure Rarity, I’ll lend two!” Hurrying over, she smiled down at Applejack. “Sorry, but you gave Twilight your word. I can’t let you back out now. You’d feel just terrible if you were the first Apple to break her word!”

“What the hay? Pink, you best not go thinkin’ about doin’ nothin’ crazy!” Applejack cried as her squirming intensified.

Pinkie put her front hooves on Twilight’s rump. “Prepare for ramming speed!” she cried, as she put all her weight into giving Twilight a push.

“Pinkie no!” Twilight screamed too late, as the sudden jolt caused her to shove her lengthy thickness completely into Applejack’s body with one swift powerful thrust.

Applejack let out a whinny, and went sort of cross-eyed when Twilight buried herself to the hilt. She took several gasping breaths. “It’s huge!” she finally managed to gasp. “I got a huge thing stuffed in ma belly!”

Twilight moaned. Applejack was sort of wriggling around on the stairs, and it felt wonderful! “I, I’m sorry!” she breathed. “AJ, don’t move!”

“It’s gonna make me a momma!” Applejack cried. “Twilight, if’n you make a squirt, you’re gonna make me a momma, sure as shootin’!”

“Don’t say things like that!” Twilight whimpered as she fought the urge to just hump away, and slowly tried to just pull herself free of that heavenly warm tightness. “Stop moving around!”

Pinkie giggled as Twilight tried to pull out. She waited until just the last possible second, and then pushed against that adorable rump again! “This is like churning butter!” she giggled as Twilight’s wings flapped in her face. “Only its cream we’re interested in, right Rarity?”

Rarity reached out a hoof and patted Applejack’s flank. “Darling, just relax. You’ll thank me for this when your tummy is round and Granny Smith stops trying to talk you into marrying some oafish stallion not worthy of licking your hooves!”

“Rarity, I thought you liked colts.” Pinkie Pie said as she gave Twilight another push.

“I do. My shop door swings both ways, but let’s not go into that. Applejack doesn’t care for stallions, and I for one, refuse to stand by and let her be forced into something she’ll regret for the rest of her life!”

Pinkie almost fell when Twilight moved without being pushed. “Oh darn, just when I was getting a good rhythm going too!” she said with a grin as she backed away from the rutting librarian.

“Twi, you ain’t stoppin’!” Applejack moaned as she pulled her hat down over her face. “Twi, Pinkie ain’t pushin’ at ya no more, but you ain’t stoppin’!”

“I, I can’t!” Twilight whimpered. “You feel so good, AJ!”

Applejack gulped. “Twi, I, I think, I think I don’t want ya to stop!”

Mind in a spin, Twilight was so glad to hear that! Pinkie had sort of primed her pump. Once she started pushing into Applejack’s body, she just didn’t want to stop until she was finished! “You, you’ll be a mother!” she gasped, as her rump moved faster.

“That, that’s okay, I, I think I’m beginnin’ ta like the sound a that!”

Twilight nosed the brim of Applejack’s hat out of the way, and gave the panting pony a kiss before nuzzling her face into that lovely mane. “You’ll make a great mother.” Twilight whispered hotly against Applejack’s ear, before turning to kiss her again.

Applejack stopped all her struggling, and tried to move with Twilight. This wasn’t bad. This wasn’t bad at all! Staring up into such a pretty filly’s face took away all the fear of a cock moving within her. She moaned into Twilight’s mouth. She was convinced that no stallion could ever kiss her like this, either!

Oblivious to their onlookers, Applejack and Twilight gasped and moaned in each other’s mouths as their bodies worked together. Reaching out with her front legs, Applejack hugged Twilight tighter to her as the shaft in her body seemed to grow bigger and bigger. She never thought it possible, but that presence in her body was doing it! Applejack cried out as she was pushed over the abyss, and her body succumbed to all Twilight was subjecting it to!

Twilight let out a wail. Applejack was squeezing her! Her insides were clutching and rippling lovingly against her shaft and it was just too much! She thrust her rump forward one last time. Body rigid and wings fluttering, she exploded into that glorious warmth!

The ponies cried out together as pulse after pulse of princess seed was planted deep in the fertile field of the farmer’s womb. Thoughts muddled by drink, both still knew exactly what this meant. Both quivered and writhed as the knowledge triggered more and more delightful spasms!

Both ponies grinned foolishly at each other when it was all over. “Applejack, you were wonderful!” Twilight said with a slight hiccup as she slowly pulled out of her friend with a wet squelch.

“Twi, um, so were you.” She looked down and moaned at the sight of pearly white fluid oozing out of her body and slopping up her tail. “Dang, I’m gonna be a momma for sure after all that muss!” She tried to glare at Rarity, but a giggle spoiled the effect. “I reckon tomorrow I’m gonna be a right peeved with ya, Rarity!”

Rarity smiled. She’d worry about tomorrow when it arrived. “Not as peeved as I am over the mess you two made!”

Pinkie Pie grinned. “I just love happy endings!” she proclaimed.

“Yes darling, I know.” Rarity laughed. “So do Aloe and Lotus Blossom. That’s why they banned you from the spa for a month!”

“Well, how was supposed to know I was doing for free what they charged stallions extra for in that back room? They should post their price list! Anyway, I can go back in just three more days!”

“By way of an apology, you should pay the extra bits and join the twins in the back room.” Rarity smiled. “I think they’ll enjoy somepony pampering them for a change.”

“What a fun idea! Thanks Rarity!” Pinkie gave Twilight an apprising look, and felt the dampness growing between her hind legs. With a happy smile, she launched herself in a bouncing circuit of the room. “Me next Twilight! Do me next!”

05 Pinkie’s Party Balloon

My Little Pony: It’s good to be the Princess

05: Pinkie’s Party Balloon

By Honey Moon

It sure paid to be the best. Rainbow Dash thought to herself as she flew through the night. She had finished cloud busting maneuvers in record time, and Spitfire had rewarded her with permission to head home two whole days early!

She raced to Fluttershy’s cottage. Rainbow was worried about her friend. Fluttershy had been positively snippy with her lately, and Rainbow knew exactly why. Try as she might, she just couldn’t get Fluttershy to open up and just tell Twilight she wanted to do it again. Twilight was no different. She was scared that Fluttershy was angry with her for getting her pregnant.

She landed with four hoof precision and trotted up to the door. “Hey Fluttershy. The lights are still on. I know you’re up!”

The door opened. Rainbow expected more of Miss Sourpuss, but was greeted by Fluttershy’s normal warm and friendly smile. “Hello Rainbow, you’re back early. How was the Academy?”

Barging in, Rainbow gave a quick flap of her wings and circled her friend. “Oh-ho, somepony sure is a lot less tense!”

“I, I don’t know what you mean!” Fluttershy said softly, embarrassment plain in her eyes.

“Oh come on now! It’s as obvious as obvious can be.” Rainbow leered. “You finally spoke up and got Twilight to mount up!”

Fluttershy sighed. “I got so mad at her this morning that I almost thought about slamming the door in her face.” She grinned bashfully, deciding not to mention that Twilight watched her attacking her own bed. “I thought maybe I was too forceful, but then she teleported right into my bedroom. The next thing I knew, we were doing it!” Her voice lowered to a whisper. “It was wonderful!”

Rainbow couldn’t help grinning. “Well, you won’t get any arguments from me about that. Good for you, Fluttermom!”

“Oh Rainbow” Fluttershy couldn’t help a happy little smile. “Twilight is such a good friend.”

“What did I tell ya? It’s all about the “Friends with Benefits”. There’s no shame in that game!”

“I guess you were right after all.” Fluttershy giggled softly. “I’m not ashamed at all. I’ll be proud when ponies start to notice my tummy grow.”

Whoa, Rainbow hadn’t expected calm acceptance so soon from her usually nervous pal. She had been expecting to enjoy a little gentle teasing about their shared delicate conditions. Rainbow decided to ramp it up a notch. She sidled closer to Fluttershy. “Ya know, I’ve been thinking.” She whispered conspiratorially.

“What about, Rainbow?”

“Since Twilight is bopping both of us, that means we’re sharing a little indirect filly-frottage. What do you think about that?”

Tilting her head to one side, Fluttershy thought about the unfamiliar word. “Oh, is frottage like, well, what you and Gilda used to do?”

Rainbow’s mouth dropped open. “Gilda and I were just friends!” She remembered that last fateful night at Junior Speedsters flight camp and gulped nervously. Nopony knew about that! She and Gilda had sworn never to talk about their experiments behind the locked stable door. Each had plucked a wing feather from the other to seal the pact. “Those were just nasty rumors!”

It was so rare for Fluttershy to get the upper hoof on her fillyhood friend. Her smile widened. “Rainbow my dear, are you happy to see me, or are you just stretching your wings?”

“What?” She hastily folded her wings. “Fluttershy, it’s not like that!”

Fluttershy couldn’t stand to see a friend upset. “Rainbow, I’m sorry! I was just teasing. Please forget I said anything.”

Her eyes widening, Rainbow stared at her friend. She was trembling, and obviously stuck in a full-blown case of wing-boner herself. “Fluttershy, are you a fillyfooler?” she said quietly.

“No.” Fluttershy bowed her head bashfully. “I don’t think so. We kissed and all, but Twilight only did stallion things with me. I never touched her you-know-what, so no, I guess I’m not a fillyfooler.”

Rainbow felt a silly grin spread across her face. “Would you like to be?”

Fluttershy’s voice grew softer, but when she looked up, her eyes were almost glowing. “I wouldn’t mind trying as long as it’s with you.”

“Best night ever.” Rainbow breathed silently as she moved closer to her shy friend and let their upright wings press together. “Are you nervous, Fluttershy?”

She nodded. “Yes.”

“Were you nervous with Twilight when you told her how you felt?”

“Um, just a little, but then I got a little, well, pushy.”

Rainbow smiled. “Get pushy with me, girlfriend. It’ll do you good!”

Fluttershy looked at her fillyhood friend and tried to steady her nerves. “You always watch out for me, Rainbow. Thank you!” Surprising even herself, she turned and kissed her friend.

Rainbow moaned. “Fluttershy, you don’t have to thank me.” She said huskily as they parted. “You’re my friend; of course I look out for you!”

Fluttershy’s smile practically lit the room. “You’re my friend too, Rainbow. I, I think this might be a little more than just benefits. Is, is that okay?”

“Of course it is.” The ponies kissed again, and then Rainbow giggled. “Fluttershy, you’re a real PILL now!”

“What? I’m not grumpy since Twilight, um, serviced me this morning. That really relaxed me.” She looked nervous. “You don’t mind that, do you? I think I need it, but I’ll try very hard not to be a PILL if you don’t want me and Twilight to, uh, do stuff.”

Rainbow grinned. “Don’t be silly Fluttershy. I’m kinda hooked on Twilight’s cock myself, so don’t worry about it. PILL means Pony I’d love to lick. It’s a fillyfooler saying.” She threw her forelegs around Fluttershy and playfully wrestled her to the floor. Looking up, she saw quite a few beady little eyes staring from around the room. “Get lost, critters!” she snapped. “This is grown-up pony stuff!”

“It’s okay friends.” Fluttershy assured. “Rainbow and I are, um, just going to take a nice little nap right here on the floor. Off to bed now!” A couple dozen assorted mice, squirrels, chipmunks, an undersize fox, and several birds left in a hurry.

Rainbow waited until the room cleared. She glared for a moment at Angel Bunny. He eyed her calmly, and then seemed to come to a decision. The bunny nodded politely, and then scampered off. She had the feeling that the obnoxious little bunny had just given her permission! Shrugging, Rainbow settled down next to Fluttershy, with her right fore and hind legs draped over her somewhat possessively. “Now what was I saying? Oh yes. Fluttershy, you’re a PILL!”

Giggling, Fluttershy accepted another kiss from her friend, and thrilled when Rainbow’s tongue entered her mouth. She loved being with Twilight, but somehow this was nicer. There was no urgency without a cock pressing against her. “Rainbow, do you think any other ponies are PILLs?”

“Fluttershy. I can’t believe you asked me that!” Rainbow took a deep breath. “Okay, but if you tell anypony I said this, I’ll deny it! You know Derpy? She can be kinda weird sometimes, but she’s so, um, she’s” Rainbow had to force herself to use a word few had ever heard her utter. “She’s so adorable!”

Snuggling against her friend, Fluttershy sighed. “Oh, she isn’t weird. Twilight says it’s because she sees things differently than any other pony. Derpy interprets and reacts to the world by a slightly different set of logic rules. I’m not sure what that means, but I do know that Derpy is a very sweet pony. Every time I see her, she always has a kind word to say. Last week she even shared her lunch with me, and you know how protective she is of a good muffin.”

Face to face on the floor, the ponies exchanged another kiss. “Yeah, that Derpy is a good egg.” Rainbow smiled. “Now if Daring Do were suddenly to move to Ponyville, I’d sure class her as a PILL! Now it’s your turn, Fluttershy. Is there any pony you’ve had your eye on?”

Oh, um, don’t tell Applejack, but I think Big Mackintosh is very handsome. He’s so big and strong, but gentle and quiet at the same time.”

“Hey, I thought we were talking about mares here?”

“Oh, okay.” Fluttershy paused. “Well, um, Photo Finish.” She just couldn’t help a little smile. “She was so demanding, but always treated me nice. I, I think, um, I would have liked to take a peek under her skirt.”

“Hmm, yeah, she’s not bad. I love her accent too.” Rainbow said. She hugged Fluttershy tighter to her, and they kissed again.

They just snuggled together for a while before Fluttershy spoke. “Rainbow, has Twilight, um, licked you down there?”

“She sure has! Wow does her tongue go deep!”

“Have you ever licked her?”

“No, no I haven’t.” Rainbow felt a little embarrassment, but somehow it seemed okay to be talking about it with Fluttershy. “I think Twilight is like a filly with a new toy. I was going to try licking her, but she talked me into, well, sucking on “it” instead.”

“Oh my, she did?” Fluttershy’s eyes opened wide. “What was it like?”

“You just be real careful if you try!” Rainbow warned. “I thought I was gonna drown! I think she got extra excited when I let her put it in my mouth. It swelled up even bigger than usual. The flaring head sort of jammed behind my teeth, and couldn’t open my mouth wide enough to let it back out again. Well, you know how much Twilight squirts. Her gooey stuff was shooting out of my nose and everything!”

“That must have been scary, but I kind of wish I could have seen it.” Hugging her friend with all four legs, Fluttershy just had to ask. “Rainbow, about those rumors, you can tell me. Did you and Gilda ever, well, you know, with each other?”

“Well, I’m not a fillyfooler!” She lowered her voice. “Not yet, anyway. Gilda isn’t even a pony. She’s a griffon, so technically it didn’t count. She and I did do some crazy things on the last night of Junior Speedsters flight camp. We, well, we went down on each other for hours.”

Fluttershy sighed. “I never licked anyone yet.”

“I’m here for you, Fluttershy. You can try with me.” Rainbow extracted herself from Fluttershy’s embrace. “In fact, this is something two friends can do with each other together.”

“Goodness, do you mean what Rarity and Pinkie call a ninety-six? They say it’s the best thing to do with a stallion if you’re in heat but don’t want a foal just yet.”

Rainbow grinned. “I think you mean a sixty-nine, but you’ve got the idea. Sixty-nine is every fillyfooler’s favorite number!” Wings spread wide; Rainbow rolled over onto them and lay on her back. “You can even be on top. That way you won’t feel as nervous.”

Stepping gingerly, Fluttershy moved over hr friend. She stared down between Rainbow’s hind legs. “Oh, it looks almost like a flower. Your, um, your vagina is very pretty.”

“Now just take your time, Fluttershy. Only do what you want to do. I’m not going to rush WHAA!” Rainbow gasped. She would have never expected it, but timid gentle Fluttershy had practically dived right on in! “Fluttershy!” she wailed as without hesitation, a broad warm tongue speared deep into her.

Fluttershy pulled back. “Oh, did I hurt you, Rainbow?”

“N-no, you didn’t hurt me.” Rainbow panted. “I, I was just startled a little. That’s all.”

Fluttershy thoughtfully savored the musky somewhat salty taste on her tongue, and smiled. This was so much nicer than getting the nasty taste of furniture polish in her mouth when she licked her own honey from the bedpost! “Rainbow, you taste very nice.”

“Uh, feel free to taste all you want.” Rainbow said. She tried to sound cool and collected, but it felt like she was about to melt into one big puddle. She wasn’t quite sure, but it felt like Fluttershy’s tongue went even deeper than Twilight’s! “Just hunker down a bit so I can taste you too!”

“Like this?” Fluttershy very carefully lowered her hind quarters, until she was pretty much sitting on Rainbow’s muzzle. She felt a tongue swipe over her. Tail whipping from side to side she shuddered at the pleasure that seemed to shoot deep to her core. “Oh Rainbow!”

Bowing her head, Fluttershy returned to the wonderful taste of her friend’s lovely bloom. The taste was more pronounced when she pushed her tongue in deep, but Fluttershy liked what happened if she let the just the tip of her tongue fan rapidly over the firm little pink pearl just above Rainbow’s snug opening. It wasn’t just that she liked the happy little sounds Rainbow made, either. Every time she attacked that lovely little button, Rainbow did the same to hers!

Was this really Fluttershy? Rainbow was astounded and delighted! Who knew Fluttershy could flutter her tongue so darn fast? Rainbow thought she knew everything about speed, but it took all of her concentration to match the wonderful things that Fluttershy was doing to her!

The two friends moaned into each other’s bodies as the room was filled with the sounds of moist tongues exploring warm damp vaginas. Rainbow was forced to reach up and try to steady and slow Fluttershy’s rump with her front hooves. It was getting hard to breathe as she started to bounce up and down on her face!

Fluttershy whimpered when hooves grabbed at her. She wanted more? Rainbow was so bold! Lashing her tongue faster, Fluttershy obliged by grinding herself against the mouth that was bringing her such pleasure!

Heart pounding, Rainbow decided air was overrated! Her whole world shrunk down to the beautiful marehood nearly smothering her. Not that she could ignore the positively glorious feelings of a tongue moving with the speed of a hummingbird’s wings.

Panting and moaning soon turned to cries muffled by trembling muscular thighs. Working in unison, the ponies reached blessed release together. They reached it, and kept going! Muzzles soaked, Rainbow and Fluttershy forced each other from one peak to the next, bodies quivering as their orgasms exploded.

When Rainbow came to her senses, she smiled up at Fluttershy’s concerned face. “Wow.” She said softly. “Fluttershy, that was simply, wow!”

“You were wow too, Rainbow.” Fluttershy said shyly. “That was wonderful!”

Rainbow almost laughed when she saw the worry growing in Fluttershy’s eyes. “Let me guess. You’re thinking of a certain princess we both know, aren’t you?”

“Oh Rainbow, I’m sorry! This was wonderful, but, um, I told you. I think I need something inside me too. Can we go see if Twilight is up?”

“It’s not that late. I’m sure she’s awake.”

“No, we have to see if she’s, uh, up.” Fluttershy extended a foreleg straight out, and quivered it a little as if every beat of her heart was making it stiffer.

“Fluttershy, did you just make a dirty joke?”

“I’m sorry!”

Rainbow lost it, and exploded into laughter. “I won’t tell anypony about that. They’d never believe me! Come on Fluttermom; let’s go see if Twilight can calm you down!”

Winging through the cool night air, Fluttershy sighed. “I’m sorry Rainbow. Just because I need, um, you know, doesn’t mean I didn’t really really like what we just did!”

“That’s okay Fluttershy. Twilight is a princess. She has stamina enough for both of us!” Rainbow thought a moment. “I’m really gonna have to keep an eye on you now that you’re going to have a foal. Stallions will notice when you start looking more and more beautiful. They’ll start hanging around and bothering you. A lot of those jerks would really love an instant family. Tomorrow I’m going to move my cloud house right over your cottage. That way I can, um, well, stay over and keep you company every night, if that’s what you want.”

Fluttershy felt her heart swell with happiness. “Okay Rainbow. Whatever you think is best.”

“Now let’s go find Twilight.” Rainbow noticed that the library was dark. “That’s funny. Twilight is an egghead, um, an avid reader, like me. She should be up reading right now.”

“The lights are all on over at Carousel Boutique.” Fluttershy sounded disappointed. “Maybe Twilight is visiting Rarity.”

“Oh drat. We can’t do anything there. Rarity would freak out! Let’s go and drag her back to the library!”

Fluttershy followed Rainbow down to the boutique. “Rarity knows.” She said quietly, her words lost in the slipstream as she struggled to keep up. She though of how she and Rarity had discussed, well, things, each pretending she didn’t know the other was sitting directly over thoughtfully placed water jets in the hot tub at the spa. “I, I don’t think she’ll, uh, be freaking.”

They landed and walked to the door, side by side. “Hey Rarity, is Twilight here?” Rainbow’s mouth dropped when she opened the door. “Yow!”

Fluttershy stepped in after her, and her eyes opened wide. “Goodness!”

Applejack thrust her front hooves between her hind legs. “Oh, hey ya’ll!” she shouted. She tried to roll over and get to her hooves, and nearly smacked her face into the floor before she remembered she needed all four legs to stand. “I’m a might clumsy ta night!”

“A might drunk, I’d say.” Rainbow said softly. She grinned at the sight of pearly fluid positively running down the insides of Applejack’s hind legs. “AJ, I suppose Twilight fell on top of you, and scored a bull’s eye, right?”

Twilight giggled. “Pinkie Pie did push me!” she said much louder than her normal speaking voice. “She pushed and pushed!”

“Rarity, what’s going on?” Rainbow said, straining mightily not to just fall over laughing.

“It’s a party!” Pinkie shouted. “Twilight’s showing off her royal scepter!” She lowered her head, lifted her hindquarters, and waggled her rump at Twilight. “Me next, I called it first!”

Applejack unsteadily walked over to Fluttershy and sort of leaned against the startled pony. “I’m gonna be a momma too. That sure accomplished Granny Smith’s fats!”

Rainbow lost it. “I don’t believe it! They’re drunk!” she shouted and then roared with laughter.

“Nah, I’s just a teeny bit tipsy.” Applejack said with a hiccup.

Fluttershy’s wings slowly unfurled. She could smell Twilight on Applejack, and it was making her feel very warm. “Twilight gave you a foal too?” she asked softly, with eyes shining bright. “Oh Applejack, that’s wonderful!”

“I’m not drunk.” Twilight insisted. “I’m sure I’d notice if I was.” Staring at Pinkie’s swishing tail; she walked into one of Rarity’s dress forms. “Oh, pardon me, ma’am.” She said politely as she stepped carefully around it.

Rarity shrugged. “I had to get them relaxed so Twilight would be able to help Applejack with her problems. Perhaps I went a little too far.”

Pinkie let out an exasperated breath. “Twilight, it’s my turn!”

Grinning, Twilight headed for her. “If you say so, Pinkie!”

“Oops, time out Twilight!” Pinkie galloped across the shop.

Rarity watched her begin rummaging among the bolts of fabric on their shelves. “Darling, what are you looking for?”

“I need my special party balloons.” Pinkie pulled out a small square package. “I have my special balloons stashed all over Ponyville, in case of emergency in heat balling."

“Ooh pretty! What’s that?” Twilight asked as Pinkie tore open the package and revealed a bright yellow shiny circle. It looked almost as if someone took one of the long balloons Pinkie used to make animals and things out of, and carefully rolled it up until they had a nice neat disc.

“These are my special balloons.” Pinkie announced. “Twilight, you gotta wear one, because I’m not ready to have a foal just yet.”

Rarity stared in disbelief. “I gather you expect to roll that distasteful thing down over Twilight’s wonderful penis, to prevent her issue from entering your body.” She shuddered at the unpleasant thought of encasing such a wonderful object in lifeless rubber. “You would trust your future to a flimsy balloon?”

“They never failed yet, and they’re certainly not distasteful. The yellow ones are banana flavored.” Pinkie smiled. “I made plenty. Do you want one, Rarity?”

“I think not!” She shook her head. “I shall wait at least two weeks, so I know I am safe before I enjoy Twilight’s wonderful gift glorieusement à découvert.”

“With these thingies, you don’t have to wait if you want to enjoy a stallion’s do-dad!” She winked at Twilight. “Make that a Princess’s do-dad!”

“I think I am very glad I didn’t know about those, Pinkie.” Fluttershy said bashfully. “I do not like the idea of unnatural things in my body.”

Rainbow grinned. “Foals, on the other hoof, are very natural. Isn’t that right Fluttershy?”

Fluttershy looked startled, but smiled shyly. “I wouldn’t change a thing, Rainbow.”

“That’s tellin’ ‘er!” Applejack shouted. “We never use anythin’ unnatural at Sweet Apple Acres. Everthin’ is a hundred percent orgasmic, uh, organic!”

Pinkie sat on her rump next to Twilight. “You gotta leave a space at the end to catch all the goo.” She said as she placed the rubber circle in her mouth. She leaned forward and put her face to Twilight’s still rigidly erect member. “Weeze uh air out oo,” she mumbled around the tip as she rolled the yellow material down Twilight’s lovely purple flesh. “At ay it won op.” she said before pulling back. “I mean, squeeze the air out, that way it won’t pop.”

Twilight shook her head. “I don’t like it. It’s too tight.” She smiled hopefully. “Pinkie, do we really need this? It’ll feel oh so much better if I was naked in you!”

“Twilight, I’m not crazy!” Ten eyes rolled at that statement. “One little drippy drop would shoot me down, and then where would I be?”

“Preggers!” Applejack announced happily as she threw a foreleg over Fluttershy and Rainbow’s backs. “Just like me an ma wing flappin’ buddies!”

Rainbow laughed. “AJ, you are gonna have such a headache tomorrow!”

Pinkie hopped right back onto her hooves. Spinning around, she dusted her tail lightly over Twilight’s face. “What do you say Twilight? Wearing one of my balloons isn’t so bad now, is it?”

As an answer, Twilight reared up and put her front hooves on Pinkie’s back. “I, I guess not.” She stammered as she tried to aim the yellow clad organ where she most wanted it to go. “Stop movin’!” she shouted, as Pinkie continued to remain perfectly still. “I, I gotta line up. Quit making the room spin!”

Fluttershy giggled softly and shifted a little under Applejack’s leg. “Twilight is going to have a headache too, I think.” She glanced at Rainbow and slid her front right hoof closer to her grinning friend.

Still supporting Applejack, Rainbow slid her left front hoof over until it pressed lightly against Fluttershy’s. “I’d never need anything to want to relax with you, Fluttermom.” She said softly.

“Fluttermom, that’s rich!” Applejack laughed. “I gotta remember that!”

“This is exciting!” Pinkie exclaimed breathlessly as Twilight began poking at her with the yellow jacketed member. “The royal scepter is trying to get in!”

Sliding off of her friends, and nearly falling in the process, Applejack sort of staggered closer to the rutting pair. “Get it in Twi!” she cheered as she raised a hoof and slipped it up between Pinkie’s and Twilight’s rear legs. She gave the penis a little nudge. “There ya go, Pinkie’s pink is right here!”

“Oh, it’s BIG!” Pinkie gasped as Twilight managed to push her way in. “It’s bigger than Big Mac’s!”

“Pink, I’ll per-tend ya’ll didn’t just say that! Ma brother and Miss Cheerilee are a courtin’!”

“It’s okay, Applejack!” Pinkie paused to whinny softly as Twilight pulled out and shoved right back in again. “It, it was just the one time, when Cheerilee went to Canterlot for her Teacher’s Convention!”

“Pinkie, shut up!” Twilight said huskily. “The balloon isn’t letting me feel you right! I, I don’t want to hear about you being with another pony!” Twilight whimpered as she thrust her rump faster. “Uh, um, maybe I do! Tell me more!”

“I knew Big Mac would be feeling a little edgy after Cheerilee was away for a few days.” Pinkie was starting to breathe a little heavy. “He was bucking apples, and I went and paid him a little visit. Before long, he got the message and was bucking me!”

“Pinkie, I don’t wanna hear this!” Applejack moaned. She looked at Twilight. You wanna feel somethin’ Twi? You lean down offa that one and I’ll feel ya somethin’!”

Looking over Pinkie’s shoulder, Twilight blinked glassy eyes at Applejack. “What do you mean?”

“Just this!” Lunging forward, Applejack captured Twilight’s horn in her mouth and began to move her tongue against it.

Pinkie squealed. “She likes that!” she gasped as Twilight started humping harder. “Applejack, keep doing that!”

While against the idea of some awful synthetic casing for Twilight’s beautiful Alicorn member, Rarity did enjoy the sight of Pinkie Pie being mounted. Despite the brief flash of jealousy she felt at Applejack accepting another’s horn in her mouth, she was becoming quite aroused again.

It was just a shame that the distasteful balloon prevented any chance of the party-filly being bred. “Darling, I would have chosen one of the dark greens, personally. Yellow is far too garish for Twilight’s lovely coloration.”

Pinkie Pie was enjoying herself far more than she expected. “Everypony’s watching!” She gasped as she scooted back to meet Twilight’s powerful thrusts. “Everypony’s watching us!”

They were. Rainbow and Fluttershy stared as they stood mesmerized by the sight of Twilight so eagerly loving Pinkie. When Applejack began to suck and slobber on her horn, the Pegasi began to kiss each other as they kept an eye on the action.

Rarity hoped nopony noticed, but she was practically dripping in her need as she watched that fantastic member saw in and out of Pinkie’s lovely body. Two weeks never seemed so long, but there was no way she would risk Twilight penetrating her today! Twilight was a princess now. How could Pinkie Pie take such a formidable risk by daring to cover a princess’s cock? Surely something would go wrong with that fragile thin rubber barrier! She hoped Pinkie would never know how much she hoped it would!

Twilight humped wildly against Pinkie. It was wonderful, but it just wasn’t the same while being covered with accursed rubber! She couldn’t properly feel Pinkie’s moist warmth through the tightly clinging yellow sheath. Applejack’s mouth on her horn was doing so much to make up for the lack of sensation. “Oh, oh my yes!” she moaned. “I, I love all my girls!” she cried as she moved within Pinkie while her horn grew warm in Applejack’s mouth.

Heart racing, Pinkie felt her release growing closer as that delightfully thick do-dad pumped deep into her body. It was coming! She was so close! Suddenly, her whole body began to shudder. Her hooves tingled, and her knees felt pinchy. “A combo!” she gasped, eyes wide in sudden fear. “Twilight, you, you gotta stop! A doozy combo! Oh no! Something, huh-huh, something’s gonna be uncovered!”

Twilight moaned as Pinkie’s body began to tremble and clutch at her. It felt like her body was trying to suck her in! If only she didn’t have the restriction of the rubber sheath squeezing her! “Oh, oh Pinkie, it’s coming soon!” she said huskily. “Applejack, please, please suck harder!”

Rarity shifted uneasily as she watched. She needed something inside of her! Twilight was too dangerous today, but she thought longingly of the huge ruby she secretly kept under her mattress. It had taken quite a few bits to have a very discreet jeweler in Canterlot cut and polish the massive gem into a beautiful and exquisitely smooth phallic shape. It wasn’t nearly as long or thick as Twilight’s lovely member, and lacked the swell of that wonderful flat head, but it would surely ease the needs of her body after watching this glorious display!

“Twilight, it’s a combo!” Pinkie wailed as she was overcome. Fear was like a spice, and her body trembled and shook at the power of her release!

Pinkie was shaking like the leaves just before Zap Apples ripened, and Twilight was panting and moaning something fierce. Applejack slobbered and sucked like mad, as she tried to get the horn to discharge in time with Twilight’s release. Her tongue felt all warm and tingly as she aggressively swirled it around the hardness in her mouth.

“Its gonna happen!” Twilight cried. Her body surged. She felt it deep inside as powerful contractions forced thick fluid up her shaft. Her cock throbbed powerfully and spurted once, twice, three times before she felt an unexpected burst of pure glorious magic! Suddenly, Pinkie felt so lovingly warm and snug around her! She felt the wonderful heat unhindered around her cock, and shuddered as her climax seemed to double in strength!

Rarity let out a shrill squeal. “Something’s in me!” she screamed. Her hooves beat a rapid tattoo against the floor as she danced wildly around her showroom. “Something is stuck up in me!”

Pinkie moaned as her orgasm just kept on going. She felt fluid running down her hind legs and knew what was in Rarity. The balloon had vanished, to leave her defenseless and exposed as Twilight kept right on squirting in her!

The blast of magic knocked Applejack onto her rump. She looked around, clearheaded as the powerful forces instantly metabolized the alcohol in her body. “Well I’ll be!” she exclaimed. “That works better than Granny Smith’s sure fire Hair o’ the Dog kill or cure medicine!”

Twilight just groaned as her tail lashed from side to side. Her mind was clear too, and the sensual grip of the magical discharge forced her cock to keep on spurting and squirting in Pinkie Pie’s wonderful tightness! Her forelegs hugged Pinkie tightly as her climax went on and on.

Rarity backed up to one of her mirrors and lifted her tail nervously. Spreading her hind leg, she looked back in sudden fear. A bright yellow bulb was sort of hanging out of her. The balloon had ended up inside her vagina, pointed the wrong way around. The end was swollen almost as big as her hoof, obviously full of liquid. Her horn glowed. A matching shimmer of light appeared around the balloon, but vanished the instant the act of trying to move the thing threatened to squeeze it!

Rarity squeaked in panic. “I don’t dare risk it! Get it out of me!” she wailed, afraid to even move. “Somepony get it out of me, and be very careful!”

All four legs trembling, Twilight slowly pulled out of Pinkie Pie. She looked on in surprise as a torrent of pearly white cream dribbled out of the panting pink pony. She looked down under herself and her eyes opened wide. “Oh Pinkie, I’m so sorry! I didn’t mean to teleport the balloon away! Where in Equestria did it end up?”

Rainbow cleared her throat. “Twilight, take a look over there.” She pointed a hoof at Rarity, and somehow managed to keep herself from actually breaking down and laughing. “That was sure some pretty good aiming. Remind me not to play horseshoes against you!”

Pinkamina Diane Pie whimpered. “Oh no, oh no, I’m in trouble.” She said softly, her mane hanging limp over her face. “What will I do now?”

Rarity staring in the mirror at the seed filled balloon drooping out of her body was strangely arousing, but Twilight heard the sadness in Pinkie’s voice and forgot all about it. “I’m very sorry. Believe me, it wasn’t intentional. I didn’t know somepony sucking your horn would make you involuntarily cast a magic spell!”

“Twilight, it wasn’t your fault.” Pinkie said dejectedly. “I should have known that no pony in her right mind would trust a stupid balloon! What was I thinking?” She sniffed back her tears. “What kind of a mom will somepony like me make?”

“You’ll make a wonderful mother, Pinkie!” Twilight kissed away Pinkie’s tears. “Mr. and Mrs. Cake always tell me how well you take care of the twins when you foal sit!” She smiled. “Pinkie, since I’m a princess now, and all that magic happened while we loved each other, I’ll bet our foal will be a Unicorn!”

“What difference does that make?” Pinkie asked woodenly.

“Pinkie Pie, imagine what parties a Unicorn can throw if you’re the one to teach the way!”

Pinkie’s eyes opened wide. Se stood stunned for a long moment, before shaking her head. Her mane whipped around her, fluffing up once again to full luxurious volume as a wondrous smile spread over he face. “That’s right Twilight! I never thought of that!” she blinked. “You said “our” foal, didn’t you?”

Twilight felt flush, and couldn’t help smiling. “Of course I did, Pinkie.” She kissed that smiling face. “I, um, I don’t know how to put it in words. I love all of you girls. You’re all my friends, and, and now we all will share foals together!” Twilight suddenly started to cry. “I’m so happy!”

Rarity moaned. “I would be happy for us all, if I wasn’t in such a precarious position!” She stood rigid and unmoving. “Would somepony get this thing out of me before anything oozes out the end?”

Applejack hopped to her hooves with her normal agility. “Hold yer horses, Rarity. I’ll help ya!”

Rarity took one look at Applejack’s face, and her heart skipped a beat. “Darling, it was for your own good!” she explained hurriedly as Applejack slowly approached. “You having a filly is the best possible solution to all of your problems!”

“I reckon you may be right, Rarity.” Applejack said with a wicked grin. “I also reckon it’s time for a reckoning!”

Rarity stood trembling, too afraid to move and risk her thighs squeezing that obscene bulb of semen and squirting it up into her fertile body. “Darling, let’s be sensible about this!”

“Oh, I plan on bein’ totally sensible, Missy.”

“Applejack, listen to me! You know that I too am in heat! Very carefully put your mouth around that nasty yellow ball, and gently suck while SLOWLY pulling it out of me! For goodness sakes, don’t squeeze it! That will insure no fluid actually enters me!”

Rainbow just stared at the reflection in the mirror. “If Applejack does pull it out, is it wrong that I kinda want to taste it? Once I got over almost drowning, Twilight’s goo kinda tastes good. It’s almost as refreshing as visiting a salt lick.” She turned to look at Fluttershy and was surprised at the intense glow in her eyes. “Yikes, this is turning you on, isn’t it?”

Fluttershy let out a tiny squee of excitement. She gave her spread wings a little flap, and just couldn’t help announcing how aroused this was making her. "It's getting a bit warm here." She said with a shy smile. “Rainbow, doesn’t Rarity know that it’s probably too late? Why, I bet Twilight’s sperm is swimming out the end of the balloon right now. She’s a princess after all. Princess sperm is probably very special.”

Pinkie, fully restored to her normal good humor, bounced over to stand by Rarity. “Look Twilight. Sharing is caring! Rarity and I went halfsies on your juice!”

Twilight gulped. Her body was spent, but her cock still remained partially erect at the strange events taking place. “Friends should always share, Pinkie!” she said with a grin.

“Please don’t say things like that!” Rarity exclaimed, while trying to ignore the pounding of her heart, and the quivering of her body. “I, I daren’t move!” she whispered, desperately trying to ignore her own arousal. “Applejack, please hurry!”

“Pink, give Rarity’s horn a little lick, why don’t ya?” Applejack said with a grin. “I’m too busy back here on the south end!”

Pinkie didn’t even think. She stretched her neck, stuck out her tongue, and swiped it roughly over Rarity’s horn before she just gobbled it right up!

“Darling, no!” Rarity gasped. “I, I have to remain calm! Look what happened with Twilight’s horn!”

Lifting a foreleg, Applejack slowly brought her hoof closer and closer to the glistening yellow sphere of fluid. “Rarity, I know you’re good, at all that levitatin’ business, but I don’t think you can match Twilight’s knack for teleportin’.”

“Pinkie Pie, not so intense!” Rarity moaned as Pinkie sucked her horn until her cheeks were sunken in. “Darling, I’m very sensitive!” she panted, as she fought the powerful urge to squeeze her thighs together and shimmy to try and trigger the climax her body so wantonly desired. That way laid madness, with the jiggling mass of the balloon hanging from her!

Fluttershy was watching Twilight. “Oh, the poor thing needs help!”

“Do you mean Rarity, Twilight, or Twilight’s cock?” Rainbow laughed as Fluttershy rushed over to Twilight’s side.

“All three, I, I think.”

“Hey, what if she’s only good for one more shot tonight?” she shouted as Fluttershy leaned down and stuck her face under Twilight’s body. She shrugged and flew over to join them. “Fluttershy, Twilight’s probably tired.” She said when her friend daintily began to lick the semi erect staff. “I thought you wanted her to, well, fuck you?”

“Rarity would miss out if she were only inseminated by a balloon.” Fluttershy said in mid lick.

“Wah!” Twilight added as Rainbow went to the other side and began licking right along with Fluttershy. “Oh my yes! Girls, that feels so good!”

“No, Rarity wouldn’t miss out!” Rarity gasped. “Rarity has no desire to be inseminated like a common broodmare!”

“Now Rarity, you shouldn’t a ought to said that to a bunch a pregnant mares.” Applejack said softly as she placed her hoof against the balloon. “Somepony might take offense.” The room was filled with a distinct liquid sounding squelch as she bore down on the swollen sphere and pressed it flat against Rarity’s labia.

Eyes opening wide, Rarity let out a wail. “Oh fuck me!” She cried as her body shook. It was all too much! Betrayed by her body, she climaxed as warmth simply gushed into her!

Pinkie shuddered as the horn in her mouth suddenly grew very warm. The sharp zap of magic triggered a mild but very pleasant orgasm within her. “Spicy.” She gasped, releasing the horn. “Wow that was like the zing of fresh ground cinnamon! Thanks Rarity!”

Cause and effect had been reversed. She was undoubtedly with foal now, but with none of the enjoyment that should have brought the condition into being. Rarity turned and glared at Twilight, who had returned to her full turgid erect state under Rainbow and Fluttershy’s careful ministrations. “You!” she exclaimed.

Twilight took a step back. “Me?” she squeaked.

Mane unkempt, horn shiny with Pinkie Pie’s saliva, and with a wild look in her eyes, Rarity advanced on Twilight. The spent balloon slithered from her body as she walked, to fall with a wet splat on the floor. “Yes you, Twilight Sparkle!” She spun around and raised her tail high. “Mount me, you magnificent beast!”

Fluttershy giggled. “I guess I can just wait until tomorrow.” She said with a grin. “Twilight is going to need all of her energy to survive Rarity.”

“When I get you back to your cottage, I’ll just have to try harder to calm you down, Fluttermom!” Rainbow lifted a hoof and gave Twilight’s rump a playful smack. “Go get her, stud!”

Twilight didn’t bother with walking or flying. Teleporting, she vanished in a flash of light, only to instantly reappear mounted on Rarity’s back. Rarity squealed in delight. She had never been so filled, so abruptly! “Oh yes, Princess! You’re so big! Take me! Take me right now!”

“D-Don’t call me princess!” Twilight gasped as she started to roughly thrust at Rarity.

Applejack trotted over and gently kissed Rarity. “Now I reckon you’re forgiven.”

“Oh Applejack, Twilight is so huge, and that was your first time!”

Rainbow laughed. “AJ, is she apologizing, or trying to get you to thank her?”

“I don’t rightly know, Rainbow!”

“You should thank her.” Fluttershy said with a bashful smile. “I do.”

“Me too.” Rainbow said as she leaned in and gave Fluttershy another kiss. “Things worked out great for me!”

“Me three!” Pinkie cried happily. “Twilight, thanks for the fuck and the foal!”

Laughing, the four friends watched with more than a little awe as Twilight wildly humped against a panting Rarity.

Always one for her privacy, Rarity was surprised to find herself thrilled by being surrounded by such dear friends while Twilight mated with her. Already her fevered mind was involved with some rapid memory alterations. The balloon lost all importance. In fact, what balloon? That silly thing couldn’t possibly have done the job, so Rarity simply chose to ignore its very existence! “Yes darling!” she cried as she moved with Twilight. “Give me your foal too! Plant your seed within me, and we shall all raise our children together!”

“Yes-yes-yes!” Twilight gasped. “You’ll have my foal too, Rarity!” she wailed as her movements and breathing grew more ragged.

Applejack watched as Twilight’s impressively long and thick member pumped in and out of Rarity’s body. “I can still hardly believe that was all up inside a me!” she said with a bemused smile. “It’s a good thing she ain’t no stallion, or I woulda hated it!”

“You should try flying while Twilight is riding you.” Rainbow giggled. “If I wasn’t so good, we would have crashed and been killed.”

“I, um, I fell on it.” Fluttershy said softly. “If it didn’t feel so good, it probably would have really hurt.”

“I hope Cheerilee won’t be too upset that I’m dropping out of the balloon business.” Pinkie said with a giggle. “That wasn’t one of my better ideas!”

Twilight was panting like a racehorse. “Quiet!” she said huskily. “I, I’m gonna do it soon, and everypony is distracting me!”

Rarity’s front hooves were pawing at the floor. “Let, let Twilight concentrate!” she cried. “Oh Darling, hold on a little more! I, I’m almost there!”

Applejack took a step back. “I’d cover yer ears, ya‘ll.” She whispered. She didn’t need Rarity to tell her. She knew by they way she was moaning and panting that Rarity was awful close to a BIG one, and that the air was about to be scorched by her climax driven ranting!

Thankfully Twilight was able to hold on thanks to Fluttershy, Applejack and Pinkie Pie. She groaned as she slammed herself almost mindlessly at Rarity’s wonderful firm rump. Her cock was being caressed and squeezed by Rarity, and Twilight thrilled at the knowledge of having “sloppy seconds” from herself, thanks to Pinkie’s balloon.

Beginning to shake, Rarity cried out, her body only a heartbeat away from succumbing. “Do it you damn Alicorn! Claim me with that monstrous cock! Brand me with a fucking big belly! Blow your load in me this fucking instant you glorious futanari bitch!” Then she was past all words. Rarity screamed as she was consumed by the sheer power of her climax.

Startled was putting it mildly. Twilight’s eyes opened wide at Rarity’s verbal assault, but something strange happened. Twilight grunted as the pressure was unleashed. Her cock spasmed at Rarity’s command, and nothing could stop her as she ejaculated deep into the demanding pony!

Twilight’s member jerked and pulsed deep inside Rarity. If she wasn’t with foal already, there was no escaping that fate now! As the urgent and throbbing need of her release slowly eased to a stop, Twilight tried to catch her breath and still her pounding heart. “Rarity, those things you said!” she managed to gasp.

“Darling, I only said the truth.” Rarity said with a heartfelt sigh. “It is simply an honor to have the chance to carry the foal of a princess!”

“Huh?”

Applejack laughed. “Let it go, Twi. This one will never admit ta anything else. Trust me, I heard far worse!”

The boutique’s door opened. “Twilight Sparkle, I have been trying to contact you all night. Spike finally told me where you could be found.”

Twilight squealed and nearly fell over backwards as she frantically dismounted from Rarity. “Princess Celestia!” she cried, as her penis went flaccid and withdrew into her body with amazing speed. “I, I can explain!”

“I will see you at the palace.” Celestia said in a quiet but authoritative voice.

“Yes, of course!” Twilight said in near panic. “Uh, bye girls, I, I love you all, and hope to be able to see you again!” Twilight vanished in a blinding flash of magic.

The five ponies bowed to their ruler, trying to ignore the state of the room, and some of their bodies. Celestia nodded. “It is always such a pleasure to see you all again.” She smiled and disappeared in a flash of light even brighter than Twilight’s.

Applejack gave a low whistle. “Did, did Princess Celestia just wink at us?”

“She sure did!” Rainbow laughed. “I don’t think Twilight has a thing to worry about!”

Fluttershy looked thoughtful. “Do you suppose Princess Celestia is interested in Twilight siring an heir to the throne?”

Pinkie made another bouncing circuit of the room. “Something like that.” She said with a secretive smile. “A princess sure is gonna get a foal tonight!”

Rarity sighed. “It’s getting late.” She looked up and smiled. “My bed is rather large. Would everypony like to stay for a slumber party?”

06 Nurse Redheart Inspires

My Little Pony: It’s good to be the Princess

06: Nurse Redheart Inspires

By Honey Moon

Twilight appeared in the library in a flash of magic. She was so nervous and upset that she couldn’t enjoy the raw sensual delight of such a powerful discharge. “Spike, SPIKE!” she called through the dark.

Spike sat up in his basket and rubbed his eyes. “It’s like Canterlot Station in here!” he mumbled. “Twilight, I just finally got back to asleep after Princess Celestia left!”

Charging up to the bedroom loft, Twilight looked around frantically. “I need to pack! Princess Celestia is recalling me to Canterlot! Oh Spike, what will I do?”

“Calm down?” Spike said with a shrug. He jumped up and grabbed Twilight’s small travel case as it drifted by. “Princess Celestia told me to tell you not to pack anything. You’re supposed to just head to the castle.”

“Oh no, it’s worse than I though! She’s going to banish me! Spike, what if she banishes me to the moon? I can only hold my breath for a couple minutes!”

“You think Princess Luna held her breath for a thousand years?” He muttered as the case whipped out of his grip, and Twilight began to fill it with books. “Twilight, take it easy! You’re a princess now. Princess Celestia probably sees you as an equal.”

“Spike, bite your tongue! Nopony is Princess Celestia’s equal!” She groaned and collapsed on her bed. “Oh Spike, I did something terrible, and Princess Celestia knows about it!”

“Twilight, you aren’t the first pony to, uh, relate to, um, watermelons. Lots of stallions do. I hear it’s a great way for an unattached colt to keep calm when the fillies are in heat. Princess Celestia will understand.”

“You, you know about that?” Twilight gasped. “, I’m always so careful not to disturb you! If you’re in bed, um, I always slip quietly downstairs and lock myself in the pantry.”

“Sorry Twilight, but this old tree is hardly soundproof. You keep waking me up with all of your moaning, whinnying, and hoof stomping. In the morning I have to mop the pantry floor and take the rind out to the compost heap.”

He shuddered. Spike hoped it was just watermelon juice making the floor sticky, but that wasn’t the worst of it. It was always just the rind in the trashcan, and not a single scrap of fruit. He didn’t dare let himself speculate about what Twilight did with the rest of the watermelon when she was through with it. Lately though, he’d noticed that she skipped breakfast a lot. Still, it made cleanup that much easier. “It’s okay though Twilight. Honest, I don’t mind.”

“Spike, I’m so sorry!” Twilight buried her muzzle in her sheets. “If only I had stuck to just watermelons!” she muttered into her bed.

“What was that?”

“Nothing!” Twilight got up. “I better be going!” Horn glowing, she slammed her crown onto her head. “Spike, when’s the next train to Canterlot?”

“Twilight, you’re a princess now.”

“A princess can ride a train if she wants!”

“Twilight, why not just fly?” He flapped his arms. “You’ve been practicing with Rainbow Dash for a couple of weeks. I know you have the range. If you count waiting at the station, and all the stops along the way, you’ll probably get there a few minutes faster than the train. If you get tired, you can always take it in a series of teleports. Think of all the bits you’ll save on travel expenses!”

Twilight felt herself grow flush. Flight time took up only a small part of what she practiced every day with Rainbow! “I guess you’re right Spike. It’ll give me time to think. I better go now.”

Spike watched as his beloved friend flapped her wings and launched herself out of the window. “Well, that went better than I expected. At least her eye didn’t start to twitch.” He got back into his comfy basket bed, and resumed his chaste dreams about pure, innocent, beautiful Rarity, and how someday they’d live happily ever after in the ice-cream house he would build her.

Twilight winged her way through the crystal clear night. As she grew closer to Canterlot, her nervousness grew. “Oh, how could I abuse my friendships like this.” She sighed while landing on a rocky outcrop overlooking the castle proper. “Princess Celestia will find me unworthy!” She gulped. “I, I had better face the music!” She teleported the final distance and appeared in the reception hall.

“Good evening, Twilight.” Celestia said as strode forward to join her student.

“Princess, I accept full responsibility!” Twilight cried. “I’ll help all of my friends in any way I can!”

Celestia smiled. “This I know my faithful student.”

“Then you’re not angry with me?” Twilight whispered. “Even after what you saw tonight?”

“Twilight, I would never presume to pry into any of my subject’s personal relationships, and I am not about to start with you. As long as nopony is harmed, what loving friends do together in their privacy is only their business.” For an instant, there was an odd, almost hungry look in the princess’s eyes, but it vanished so quickly Twilight thought she had imagined it. “I have called you here only to discuss an important matter of state.”

Princess Luna trotted in. “Never pry, big sister?” she sighed. “Is that not that what this intervention is all about?” Her horn glowed, and a scroll floated towards Celestia. “I have the final report right here.”

“This is a grave matter, dear sister.” Celestia glanced over the report. “This is not prying; it is offering a possible solution.”

Luna sighed. “Twilight Sparkle, there is a problem in the Crystal Empire.”

“What? Are Shining Armor and Cadence okay?” Twilight forgot her worries in her concern for her loved one’s safety. “What’s wrong? How can I help? Should we use the Elements?”

Celestia shook her head. “The problem is far more delicate than that. Perhaps I should explain.”

“This should be interesting.” Luna said with a slight smile.

“As you know, Cadence and Shining Armor preside over the Crystal Empire. Their pony subjects love them, but lately there have been quiet little grumbles.”

“Ponies are grumbling about Cadence? I don’t believe it!” Twilight shouted. “She’s the kindest gentlest foalsitter, um, pony they could ever have for a leader, and my BBBFF is the bravest strongest stallion of all! What could they possible find to grumble about?”

“Succession, Twilight. The ponies are eagerly waiting Princess Cadence announcing she is with foal.”

“Huh, I mean, that’s none of their business! Just because Cadence and my brother have decided to wait a while before having a foal, doesn’t mean that they aren’t having one!”

“I wish it were that simple.” Celestia sighed. “Twilight, they did not decide to wait. They have been trying, most enthusiastically I might add.” Celestia smiled.

“That is only to be expected.” Luna added. “They are newlyweds, after all.”

Princess Celestia nodded. “You are quite right, sister dear. The royal couple drops everything and vanishes from public view each time Princess Cadence is in season, only to reappear looking rather pleased and sated a day or so later. As yet, there has been no fruit from all their happy labors. I have aided by sending several learned physicians specializing in pony fertility to the Empire. These are their findings.”

The scroll nearly tore as Twilight’s horn flared and she snatched it to her face. “Princess Mi Amore Cadenza enjoys excellent reproductive health, but” Twilight’s eye grew large. “This, this can’t be true! Not Shining Armor! Not my big brother! He’s sterile? He isn’t producing live sperm?”

“I am sorry, Twilight. It is no reflection on your brother’s sterling character or physical prowess. It is not a matter of shame. Shining Armor suffered a rather severe bout of feather-flu shortly after joining my Royal Guards. As you may know, this can be most harmful in an adult stallion.”

Mind spinning, Twilight tried to process the information. “You mean we could have, um, I mean Cadence can’t have a foal?”

“Cadence can have a foal, of that there is no doubt. The laws of succession are quite clear though. A suitable donor from the same bloodline as the groom must provide the seed if the foal is to be considered in line for the throne.”

Luna nodded knowingly. “That, Twilight Sparkle, is where you come into the picture.”

“Whoa, wait a minute! How could I come into the picture? You, you should contact my father, he’ll be able to help!”

“I have already personally contacted your mother, Twilight, as is only proper in a matter of this delicacy.” Celestia couldn’t help a smile. “Twilight Velvet is a remarkably outspoken mare. She put her hoof down on the idea. She thinks your father would enjoy the honor just a little too much. It would seem he used to “eye” Cadence in a certain way, back when she was your foalsitter.”

“Then maybe we can find a cousin or one of my uncles! How would I be able to help?”

“Twilight, you are born of the same Sire and Dam as your brother. The bloodline runs pure within you.”

“It can’t be me!” Twilight protested. “How could I be of any help?”

Luna grinned. “Twilight, you have adapted. You are futanari.”

“How could you know?” Twilight whispered, embarrassment making it almost impossible to breathe. “I’m sure nopony would tell!”

“Is it not my duty to watch over the dreams of my subjects?” Luna suppressed a giggle. “I particularly like that reoccurring one where all the baby watermelons are calling you mommy.”

“You, you saw that one? Oh no, then you must have see the one where Mayor Mare was wearing a clown wig and insisted on calling my penis Chuckles while we, uh, did it!”

“That one I did not observe.” Luna said dryly. “Perhaps I should check on you more often, Twilight Sparkle.”

“You, you didn’t?” Twilight clapped a hoof to her face, nearly dislodging her crown, and came very close to teleporting just as far away as she could. Maybe if she tried very hard, she could banish herself to the moon!

“Sister please, you are embarrassing the princess.” Celestia nodded when Twilight stood a bit taller at that gentle reminder of her new status. “Twilight, your brother need never learn of your metamorphosis if that is what is worrying you. He will just be informed that somepony of his line offered to make a donation in this time of need.”

Twilight took several deep breaths and tried to calm herself. Blushing, she bowed to her teacher. “Yes, I am a futanari, and I, I would be honored to offer any aid I can.” She said in a shaky whisper.

“Thank you, my loyal student. Now if what I inadvertently witnessed earlier is any indication, you must be tired. Go and get some rest. Your suite in the tower is just as you left it.” She smiled. “That is to say in an alarming state of disarray. There are quite a large number of books piled on every flat surface. Now off to bed with you. Tomorrow you’re heading out for the Crystal Empire.”

Twilight looked around her old rooms. She hadn’t been here since the princess had sent her to oversee that fateful Summer Sun Celebration. Yes, she had left it a bit of a mess. Twilight smiled thinking of her frantic search for any information she could get her hooves on about Nightmare Moon. It was hard to reconcile the gentle Princess Luna with the vengeful spirit that had taken her over.

Yes, so much had changed, and all for the better! Twilight went to bed. It was just as comfy as she remembered, but it was no longer home. As she drifted off to sleep, a gentle smile spread on her face. She dreamt peaceful dreams of her true home in Ponyville, thankfully not interrupted by any embarrassing baby watermelons.

The next morning she set out bright and early. The distance was too great to fly, but Twilight actually did enjoy travel by rail. She loved the clickety-clack of the rails, and the gentle sway of the cars. Twilight would hold her breath just before the powerfully stroking engine plunged the train into the narrow intimate darkness of a tunnel.

She couldn’t figure out why, but since she became a princess she would pop a slight wing-boner whenever that special moment happened. Trains were just so relaxing! The ride would give her plenty of time to relax, and try to come to terms with the embarrassing mission she was on.

Twilight shuddered. It would be all doctors and syringes, just like Applejack had been taking about last night. Twilight never had occasion to read up on the subject, but knew that it would call for her to masturbate on command, most likely into a cup or beaker. She only hoped she would be able to do it!

She woke up so nervous this morning that she didn’t even suffer her normal bout of Morning Glory. That was an actual relief. Sometimes she had no choice but to widdle in the bathtub. When she was erect, the urethra located normally for a mare didn’t seem to want to work, and the one in her cock was too darn difficult to aim when she was hard. She’d have to try to stand on her front hooves, and attempt to somehow brace her rear hooves on the ceiling in order to aim at the “necessary” hole in the bathroom floor.

Twilight had frantically turned down Princess Celestia’s kind offer to send for her friends to accompany her on the journey. That would have been far too embarrassing. Rainbow was already calling her stud. What would she say if she heard Twilight really was being offered up for stud service to Cadence? No, she’d tell them all about it once the edge had worn off of the humiliation, if it ever did.

She was shaken out of a fitful snooze by the Conductor’s shout of “Crystal Empire, Crystal Empire station!”

Adjusting her crown, Twilight left the car and stepped out onto the platform. Her heart swelled with love when she saw her brother waiting for her. “Shining Armor!” she cried, as she ran to her brother and threw her forelegs around his neck. “I’m so glad to see you.” She smiled nervously. “How are you doing?”

He sighed, but smiled. “I’m okay, Twily. I’m more worried about Cadence. I hate disappointing her.”

“Oh Shining, you’d never disappoint Cadence! She loves you so much!”

He looked at the carry case that levitated along behind his sister. “I suppose you brought the, um, stuff.”

She hated to deceive her BBBFF, but would hate even more if he found out she could produce in abundance what he couldn’t at all. Within the padded case was a glass tube filled with a mixture of egg whites and the special shampoo she used to keep her coat shiny. It looked very much like pony seminal fluid. She didn’t mention that. Instead she took comfort in speaking the one hundred percent truth. “Yes, I have it. It’s from an anonymous donor in our bloodline that just wants to help out.”

The brother and sister walked along in silence for a time. “Twily, I hope Cadence knows that no matter what, I still think of this upcoming foal as ours.” He smiled. “I’m gonna be the best dad anypony has ever seen!”

Twilight couldn’t help laughing. Shining Armor could never deceive her. The love was plain in his eyes as he thought of himself as a father. She was so glad to see him this happy. “I know you will big brother! I can’t wait to start sending you Father’s Day cards!”

When they reached the Crystal Castle, Twilight saw Cadence and couldn’t help racing right over. Dignity and status were forgotten as the princesses launched into their ritualistic greeting. “Sunshine, sunshine, ladybugs awake.” They gleefully sang to each other. Spinning around, they both lifted their hindquarters and wiggled their rumps. “Clap your hooves and do a little shake.”

“Twilight, it’s so good of you to come!” Cadence said with a kindly smile.

Twilight gulped. Cadence had rightly been informed of her true role in this mission, but still treated her just the same as always. She took a deep breath, and regretted it immediately. She knew Cadence was in heat. That was why she had to hurry over today. Knowing was one thing, but catching that delightful scent made it somehow more real. Thankfully her nervous condition helped stave off a rather embarrassing show of her true self in front of Shining Armor!

“I’m just happy to be able to help.” Twilight said quietly.

Shining Armor grinned at his wife. “You know, I do like watching you do that “Ladybug” thing. How about singing another chorus or two?”

Cadence laughed. “Maybe later, Twilight has come a long way to make her delivery. Right now I think I had better take her to the doctor’s offices.”

“Well, I have duties to see to.” Shining Armor leaned his strong body against Twilight’s and pressed the side of his face against hers. “I’ll see you later, Twily. You girls go take care of, um, things.”

Cadence waited for her husband to trot off. “Twilight, I know how embarrassing this must be for you, but I thank you from the bottom of my heart.”

“It, it’s not so bad.” Twilight said quietly, wishing she didn’t feel like sinking into the floor. “I’m just glad to help.”

“It was very bold of you to choose to become a futanari.” Cadence giggled. “When I became aware of the signs, I used all the magical power I could summon to suppress and prevent the metamorphosis.”

Twilight actually laughed. “It didn’t exactly make the decision. It was a bit of an error, actually.” She explained her disastrous attempt to send Spike traveling into the future.

“Oh, I see.” Cadence couldn’t help laughing. “Still, however it came about; I am grateful for your help.” She stopped in front of an imposing door. “Twilight, I’ll leave you here.” Cadence looked flustered. “Um, just relax and take your time.” She headed down the hall and paused. “I left word I am to be summoned when things are completed and ready for my part in this ordeal. Not that there’s any rush Twilight!”

Twilight gave a sickly smile. “Um, I’ll see you later then, Cadence.”

“Right, we, we’ll have lunch. Have fun now!” Cadence looked stricken. “Twilight, I didn’t mean it like that! Just relax, and know that I thank you for this!” Cadence nervously took wing and flew down the hallway.

“This is so humiliating!” Twilight moaned. “Thank goodness so few ponies in the Crystal Empire know me. At least I don’t have to worry about anypony else knowing my secret.” She took a deep breath. “Okay Twilight, let’s get this over with!” Horn glowing, the door opened and she stepped inside.

“Princess, it’s so nice you see you again!”

Twilight nearly jumped out of her horseshoes. “Nurse Redheart! Wh-What are you doing here?”

“After the Crystal Empire reappeared, I came along with the team to supervise as the Empire’s medical knowledge was brought up to speed with the rest of Equestria. You’d be surprised at the advances made in the last thousand years.” The nurse smiled. “I hear you came to offer assistance to Princess Cadence in her hour of need.”

Twilight backed slowly to the door. “I, um, maybe I should come back later.”

“Twilight Sparkle, there is nothing you have that I have not seen before.” Nurse Redheart snapped in a businesslike voice. “Princess Celestia has informed me of your important role for today, and of your very special qualifications that make it possible for you to lend a hoof in this delicate matter.”

“That’s just wonderful.” Twilight sighed. “Today just keeps getting better and better. At least you called my by name. I keep looking for Princess Celestia or Luna every time somepony calls me princess back home. Thank you!”

Nurse Redheart smiled. “Just relax Twilight. Futanari may be rare, but I have taken care of several since I started nursing. Remember, patient confidentiality is my middle name.”

Twilight couldn’t help grinning. “That’s an unusual name.”

“Good! That smile makes you look far more relaxed.”

“Um, nurse, uh, what do I do first?”

“You know the drill. I have to take your vitals”

Twilight tried to keep calm as the nurse wrapped the blood pressure cuff around her tail, just where the base met the tailbone. “This isn’t so bad.” She said quietly. “It’s no worse than a regular physical.”

Stepping on the bulb to pump up the cuff, the nurse kept a watch on the dial. “A little high, but I think we both know why.” The nurse pressed a hoof firmly against Twilight’s rear left fetlock. She watched the clock, silently counting to herself. “Your pulse is slightly fast. Forty-five BPM, but we can chalk that up to excitement too.”

“More like terror.” Twilight muttered.

Nurse Redheart cleared her throat. “You know what’s next, Twilight. Tail, please.”

Closing her eyes tight and whimpering a little, Twilight lifted her tail high. “I hate this.” She moaned as she felt the thermometer being gently eased into her anus. “Why don’t nurses ever use oral thermometers?” she gasped.

“Twilight, this will assure the most accurate core temperature reading. I have to make sure you are healthy, for your sake and Princess Cadence.”

“I know, I know.” Twilight mumbled as she tried to ignore the presence in her bottom. “Can you take it out now? Please?” She sighed when the device was finally withdrawn from her body.

“You’re exactly one hundred degrees.” The nurse smiled. “I’d say you were one very healthy mare.”

Twilight took a deep breath. “Now what happens?”

Nurse Redheart trotted across the room, and gripped a snow white sheet in her teeth. With a flourish, she pulled it along the track in the ceiling to reveal a hulking object. “Twilight, meet the “Phantom Mare”. This is where you will deposit your sample.”

Twilight’s mouth dropped open as she stared at the unveiled thing. It was a large cylinder, supported at a gentle angle on two sturdy stainless steel legs. The cylinder was heavily padded, and roughly approximated the dimensions of a mare’s body. She whimpered. “It, it has a hole!” she gasped, backing away from the device. “It has a really big hole!”

“That’s where the artificial vagina is inserted.” Nurse Redheart picked up a smaller cylinder in her mouth. Twilight could see that one end had a large collection bag fitted on with elastic bands. The other roughly replicated the gentle folds of a mare’s labia. The nurse deftly slipped it into the hole it was obviously designed to be fitted to, and with a twist locked it in place.

“The whole thing is water filled, heated to precisely one hundred degrees. The artificial vagina is well lubricated with very soothing but sterile oil. You should find it quite comfortable, Twilight.”

“Who, who would make such a thing?” Twilight asked, voice shaking.

“The “Phantom Mare” is state of the art for collecting samples of seminal fluid.” The nurse eyed Twilight up and down, and with a hoof on a floor treadle, gave a few pumps to lower the “business” end a little. “Too many Earth and Pegasi stallions lose control and miss the cup. They waste their samples all over themselves and the floor. Unicorns are no better. They tend to get over excited, and the cup could end up smashed against the ceiling or walls if he lets his magic run away from him. This way is far more secure.”

“How, how many ponies have used this thing?” Twilight asked nervously.

“Oh, it’s fairly new.”

“How many ponies used it?” Twilight cried in near panic.

“It’s just had one user, Twilight. It was ordered originally so the prince could give samples for the fertility experts to examine.”

Moaning, Twilight leaned against the wall. “My brother, uh, mated with this thing?”

“Twilight, just calm yourself down.” The nurse smiled. “The artificial vagina is brand new. I guarantee that nopony has ever used it before.”

Twilight spoke without thinking. “Don’t you have any watermelons?”

To her credit, nurse Redheart didn’t even crack a smile at the accidental confession. She was wise enough to know that many a young colt tried a little garden experimentation when he first began to experience erections. It was only natural that Twilight would too. “I’m sorry; we can not risk contaminating the sample. The inside of the artificial vagina is not only clean, it’s sterile until used.”

“I, I’m not in the mood.” Twilight said softly as she stared nervously at the pony stand-in.

Nurse Redheart nodded. “That’s only to be expected. I’ve gathered a nice selection of magazines for you to peruse. Why don’t you relax and look a couple over?”

Twilight’s ears twitched. “Um, what kind of magazines?” she asked curiously.

The nurse wheeled a cart over. “Oh, we have quite a few issues of PlayColt and PlayFilly.” She winked. “The PlayFilly issues are from my personal collection, so try not to wrinkle the pages. We even have a few issues of “Mane & Tail” and “Rump”. Take your pick.”

“May I look at a PlayColt, please?” Twilight asked softly. She felt comfortable ordering rare “literature” for her very private hidden collection, but would just die of embarrassment if anypony discovered her newly adjusted orientation by noticing her ordering “that” sort of periodical.

Nurse Redheart smiled kindly. “Help yourself, Twilight. I only brought the PlayFilly because I wasn’t quite sure which way you would swing.” She looked down at an issue and smiled. “Prince Blueblood did a centerfold spread last year. He favors the stallions, but a mare can dream!”

Twilight felt flush, but smiled. “You’re very kind. Um, could I have a little privacy?”

“Yes, of course.” The nurse pulled the curtain back around the Phantom Mare, Twilight, and the magazine cart. “I’ll just wait while you take care of your business.”

“I mean can you leave the room?” Twilight asked in alarm.

“I’m sorry, but it’s my duty to stand by in case anything happens. I’ll be very quiet. Just relax now, and take your time.”

Feeling flustered and self-conscious, Twilight’s horn glowed as she selected a magazine. She picked a “Summer Fun” issue of PlayColt, and its pages began idly flipping as it floated in front of her face. Slowly, she began to smile while looking at pictures of lovely mares frolicking on a beach with sand as white as snow.

She held off for as long as she could, but finally gave into temptation. She turned the magazine sideways, and opened to the centerfold. She fanned the folded pages out, and let out a soft breath. “She’s pretty.” Twilight sighed as she stared at the pony with a chocolate brown coat, and mane and tail almost the color of silver. “Oh, it’s true! They really do show off their marehoods for the camera!”

She felt a stirring within as her cock slowly began to protrude from her body. She felt the coolness of the air against it and her wings spread. Selecting another issue at random, Twilight opened her eyes wide. It’s the “Annual Twin Issue”!” She quickly lowered her voice and stole a quick glance at the closed curtain. Did it move? No, it must have been a stray breeze. She opened the magazine and nearly dropped it as her magic wavered. “It’s Aloe and Lotus Blossom! This must have been taken before they came to Ponyville and opened their spa!”

Slowly, heartbeat by heartbeat, Twilight’s cock swelled and grew rigid. The twins looked lovely as they posed together! Absent mindedly, Twilight sidled up to the Phantom Mare while staring at a picture of Aloe running a hoof through Lotus Blossom’s beautiful tail. She reared up, and settled herself comfortably onto the padded cylinder.

Floating in front of her, the magazine pages turned. The girls were reclining gracefully on their backs. Logs blazed brightly within the fireplace behind them. The sisters each had a hoof on the other’s tummy, tantalizingly close to touching each other’s most private places.

Twilight poked around a little, and finally entered the artificial vagina. Scooting forward, she hugged the glorified piece of furniture with her front legs. She whimpered softly. It didn’t compare with the real thing, but it was so much better than a chilly watermelon! Flipping pages, she began to thrust her hardness into the fake mare. She examined page after page, before moaning in frustration.

Twilight was used to a much higher level of erotic mental stimulation from her private collection. In text and beautifully painted illustrations, her books let you observe the most intimate details one could ever imagine. “They don’t do anything!” she gasped as her rump pounded away. “Why don’t they have pictures of them licking each other? That would be so beautiful to see!”

Magic flaring, she cast the PlayColt aside and selected an issue of “Rump”. The pictures were stunning. Smiling mares were looking back over their shoulders, while their lifted tails gave tantalizing peeks at the glory that lay beneath.

Twilight stared long and hard at a lovely pony with a deep blue mane and coat as black and shimmering as a raven’s wing. She was gorgeous with her rather large round firm looking rump. A daring thought slipped into her mind. This pony’s rump was almost as big and beautiful as Princess Celestia’s!

Twilight decided to pretend she was fucking the mare in the picture. The room was soon filled with a steady “whump-whump-whump” sound as her loins slapped powerfully against the firmly padded appliance. The gentle rustle of feathers joined it as Twilight began to slowly flap her wings. A distinct “slurp-slurp-slurp” could be heard as an undertone while Twilight’s cock pushed in and out of the lubricated depths of the artificial vagina.

“I, I better hurry this up.” Twilight panted as she began to move faster. She could feel that first glorious hint of the approaching explosion. Closer and close it grew, until Twilight was just a heartbeat away from ejaculating her load into the collection bag. That’s when it happened.

The sudden realization that doctors were waiting, possibly, no, certainly impatiently for her to finish reared up in her fevered mind. Nurse Redheart was one thing. Twilight sort of didn’t mind that the lovely mare was standing on the other side of the curtain. She gasped. Just how many other ponies knew exactly what she was doing right this second? Twilight whimpered in sudden humiliation. The idea that physicians were waiting for her to produce a sample that they could analyze, measure and test hit her like a bucket of ice water.

“Oh no, something’s wrong!” That growing feeling of impending release began to recede. It was melting away faster than snow during Winter Wrap-up! Twilight began frantically fucking the warm snug channel to try and recapture the lost moment.

“I just need a little bit more!” She cried in total frustration as she desperately humped the Phantom Mare. “Please, please! I have to ejaculate! Everypony’s depending on me!”

It was no use. She was growing soft! Her cock wasn’t stiff enough to force into the snug opening any more! Before long her limp flaccid cock was just sort of flexing and bending with only the flared head still lodged within the sculpted labial lips. With a frustrated moan, Twilight pulled out with a little moist plop. Her cock instantly drooped to point pathetically at the floor.

“Oh, horse-apples!” she swore as she tried to tease herself erect again by grasping and massaging her penis with magic. “Get hard you stupid thing! We’re not finished yet! Everypony is waiting for my sample! I can’t let them down!” she sobbed as her cock slowly began to withdraw into her body. “No, I was so close! I was almost there! I have to do this to help Cadence and Shining!”

“Twilight dear, is there a problem?” Nurse Redheart asked from behind the curtain.

“Yes, yes there is!” Twilight snapped in teary eyed frustration as she slipped off of the dreaded appliance. “This stupid Phantom Mare doesn’t work!”

The curtain pulled aside and the nurse walked in. “Take it easy Twilight. Nopony said you have a time limit. Just relax and try again in a little while. Maybe you could try taking a little nap before having another go.”

“I can’t nap now! This is too important! What if I let them down?” Twilight sighed. “What if Cadence never has a foal because I can’t do this?”

“Twilight, there’s no need to put so much pressure on yourself.” The nurse said calmly. “Just take it easy and let nature take it’s course.”

“This thing certainly isn’t natural.” Twilight snapped as she glared at the Phantom Mare.

The nurse looked at the exasperated princess for a long moment before coming to a decision. “Goodness, for a librarian, you sure are rough on magazines.” She rolled the cart out of the way. “Let me just pick that magazine up.” She stooped down and lowered her neck, bringing her face close to the floor. Nipping the paper with her teeth, she backed up with her rump held high and tail even higher.

Unable to move, Twilight only stared. “Uh, nurse, um, what are you doing?” She asked softly with the nurse’s cutie mark pressed against her nose. She couldn’t help inhaling deeply. Almost hiding beneath the faint clean smell of antiseptic soap, was the warm musky scent of a mare just a day or so, possibly only hours from going into her season. Twilight’s cock surged erect again. She couldn’t help herself, and gave nurse Redheart’s glorious rump a timid little kiss.

Forgetting the magazine, Redheart smiled at that gentle touch. “I gather you’re feeling a little more inspired now, aren’t you Twilight?” She asked softly.

Staring at the nurse’s rump, Twilight sighed. “I guess you could say that.”

“Twilight, go ahead and give the Phantom Mare another chance.”

“Okay nurse Redheart.” Twilight said huskily. Moving a little jerkily, she scrambled to remount the fake pony. “I guess I could do that.” She added, as she once again pushed into the artificial vagina.

“That’s fine.” The nurse sighed. “Twilight, I just want to make it perfectly clear that I don’t make a habit of doing this with everypony.” Nurse Redheart said as she let the tip of her tail swipe over Twilight’s muzzle. “You and I both know how important this is to Princess Cadence, right?”

“Uh-huh.” Twilight whispered, mesmerized by the way the very proper nurse was suddenly acting like she was in a “Rump” photo shoot. “I, I know you don’t do this all the time.”

“Good, I just wanted to make sure you understood that I’m seriously bending some rules here so we can help our mutual friend.” The nurse faced Twilight and smiled. Reaching a hoof back, she pulled a few pins from her mane. With a shake of her head, the rather severe bun cascaded free across her back. The glorious pink mane reached nearly to the floor. It made such a lovely contrast to the snow white of her coat.

“Nurse Redheart, you’re beautiful!” Twilight whispered in awe as she slowly resumed fucking the fake mare.

The nurse smiled and took off her cute little cap. “I’m on my break now. Please, call me Red.”

“Red, you’re beautiful!”

Smiling over her shoulder like the ponies in “Rump” Red laughed. “Am I inspiriting you, Twilight?” she asked while shaking her bottom.

“Oh yes!” Twilight moaned as her cock throbbed. “Very inspiring!”

She swiped her tail over Twilight’s face again. “I’m very glad to hear it, sweetheart.”

Slowly easing in and out of the artificial vagina, Twilight gulped. “Red, were, were you peeking at me before?”

“I am a professional, how could you say such a thing about me?”

“Oh, I’m sorry!”

“Twilight Sparkle, I’m your chaperone. You could even say I’m guarding you. I’m not about to let some overeager stallion spy on a princess at such a private moment. Twilight, you’re edging into your season. You’d be rather vulnerable if some hotshot medical stallion found you in this position. There is no way I’d leave this room and put you at risk.” Red smiled. “Since I was already here, do you think I would miss the golden opportunity to catch a glimpse of a true Alicorn futanari adaptation? It was purely for professional interest of course.”

Twilight laughed. It sounded a little manic as she continued to thrust into the Phantom Mare. “Did you peek at my brother when he was, um, doing this?”

“Miss Sparkle, did I not just tell you what my middle name was?” The nurse made a slow circuit of the room. “I had best check on this door.” She pulled the privacy curtain aside, and Twilight saw for the first time that the examination room had another entrance.

“Just the other day I discovered that somepony had forgotten to bolt this door while the room was in use. It opened at just the touch of a hoof.” She nosed the deadbolt, but it was already firmly in place. “Most ponies don’t even know that this entrance is even here, since the privacy curtain obscures it.”

Twilight moaned. The “whump-whump-whump” grew louder and faster. “Nurse Redheart, does that mean if, if somepony opened that door, they would be completely hidden from view?”

“If they were careful to turn out the lights in the adjoining room, and kept absolutely silent.” The nurse winked. “It’s a design flaw, I know.” She smiled brightly. “Did you know that those hinges used to squeak horribly? Just by coincidence I carefully oiled them the very morning that some careless pony forgot lock the door.”

Twilight slowed to a stop. She withdrew from the fake mare and took a steadying breath as her cock twitched to the beat of her racing heart. “Red, um, could we, uh, would you like to, um, you know?” She moved fast around the nurse and reared up behind her, but held herself balanced on two hooves. “Please?”

Red stared at the lovely cock bouncing gently as it jutted from Twilight’s trembling body. It was so tempting! She danced away though, before Twilight could complete the move and attempt to mount her. “Tut-tut Twilight. Did you forget that the princess is depending on you?”

“Oh, oh yes, you’re very right!” Twilight dropped down onto all four hooves and nervously clambered back onto the Phantom Mare. After a few false pokes, she reentered the artificial vagina and resumed making love to the sturdy appliance. “This is for Cadence!” she said loyally, but in a very shaky voice.

Red sensually swayed her hind quarters from side to side as she walked back and forth in front of Twilight. She smiled as she almost felt eager eyes devouring her rump. Her simple little plan suddenly altered. As one devoted to her career, she had never had time to settle down with a stallion to raise a family. Having made no small study of futanari, she knew Twilight would produce a larger than normal sample.

She knew nopony would notice if she siphoned off a few CCs before turning the collection bag over to the fertility doctors. When she retuned to Ponyville, she had planned to take full advantage of the hospital’s generous maternity leave program after the foal was born. Yes, she had plans, but one minor detail was now different.

Princess Cadence deserved every single drop of Twilight’s offering. There would be no theft. There was no need! “I’ll tell you what Twilight.” Red said softly. “This time is to help Princess Cadence. You do your part, and the nurse just might have a very nice reward for a good patient.” To drive home her not so subtle point, Red lifted her tail and spread her hind legs. She giggled when Twilight gasped at getting an unobstructed view of her very damp vagina.

Twilight stared into pure beauty as she felt herself growing close again. “I’m being good!” she gasped. “Red, I’m being very good!”

“I know you are, sweetheart. Just you keep this in mind, Twilight Sparkle. I’ll feel so much better than your current partner.” Red promised as she watched Twilight powerfully slam herself against the Phantom Mare. The sight was breathtaking! Nopony had ever taken her like Twilight was dominating the Phantom Mare!

When was the last time she even allowed a stallion to top her? It was almost five years ago, when she showed her gratitude to a young intern that had surprised her with tickets to the Grand Galloping Gala. She had to force herself not to whimper. Had it really been that long? Thank goodness the timing was so much better than it had been five years ago! Futanari sperm lived up to five days in a mare’s reproductive tract, and she should be in heat tomorrow at the latest. The whimper emerged at that thrilling thought!

“Red, I, I’m getting close!” Twilight moaned as her body began to tremble.

“Just let it go, sweetheart, I’m here for you.” Slipping behind Twilight, the nurse indulged in a little staring of her own. Hooves planted firmly on the floor, with hind legs spread wide, Twilight was going wild as her forelegs frantically hugged the Phantom Mare. She was pounding away powerfully enough to shake the thing despite it being bolted firmly to the floor. It was breathtaking to watch the multihued tail lash as that pert shapely rump rhythmically clenched while Twilight hammered away.

“Go ahead Twilight, let out that load so we can get a bun in Princess Cadence’s oven!” Judging the timing with exquisite accuracy, Red darted forward and pressed her face directly against Twilight’s bottom. Giving a push, she shoved her muzzle into Twilight’s cleft.

“Oh Red!” Twilight wailed as a long tongue darted out to swipe over her vagina. She squealed when the tongue continued upward and pressed firmly against where the thermometer so recently had been.

Losing it when she felt the tip of Red’s tongue actually enter her anus, Twilight shuddered. Her whole body convulsed as she exploded into the Phantom Mare! Over and over she pulsed as her ejaculation seemed to never end.

When Twilight went rigid and started to make some very un-princess like grunts, Red had to move fast. She dropped down, folding her legs under her. Resting on the floor, she had the perfect vantage point to stare up in wonder between trembling legs as Twilight unleashed her seed.

The nurse had made a detailed study of pony anatomy, but that had hardly prepared her for the beauty of this moment. Although “bottomed out” in the artificial vagina, a sizable length of beautiful thick purple penis was exposed to view. Red sighed happily as she witnessed the powerful throbbing pulse of the Corpus Spongiosum on the underside of the massive cock as Twilight delivered her gift into the waiting collection bag.

If she hadn’t hastily gulped, Red would have been embarrassed by actually drooling as she watched! Gracious, how could Twilight remain in climax for so long? Surely such drawn out pleasure would make a normal stallion pass out!

She moaned at the thought of all that warm gooey fluid blasting into the Phantom Mare, and not into her own trembling body. It was crazy, but she actually felt envy for what was little more than an elaborate piece of furniture! Still, this was for Princess Cadence, she reminded herself with a wry grin. That lovely semen would be put to the very best possible use!

When it was finally over, Twilight almost fell when she shakily dismounted by simply sliding off the back of her lifeless lover. She briefly ended up sitting on the laughing nurse’s head! Twilight scrambled off with a sheepish grin. “Oh Red, that, that was intense!” she breathed. “Why, um, d-did you stuck your tongue there? That’s dirty!”

“Is it?” Red got up and calmly circled the princess. Moving fast, she stole a kiss.

She couldn’t help herself. Even knowing where that tongue had been, Twilight gladly let it enter her mouth and eagerly sucked it! It was quite a long moment before the ponies parted. “Red, um, forget I said anything.” She stammered as the lovely nurse grinned at her.

“Now lets see how much fluid you’ve gifted the princess.”

Carefully giving the very moist artificial vagina a twist, the nurse used her mouth to slowly pull the assembly free of the Phantom Mare. It was all she could do to keep herself from gulping down the contents when a few stray tantalizing dribbles ended up on her tongue. It was heavier than expected, and she nearly dropped it. Red placed it carefully on the magazine cart. “Oh my goodness gracious!” she exclaimed. “That is beyond a doubt the biggest sample I have ever harvested!”

“I’m sorry about that. “Twilight said bashfully as pearly white goo flowed back out of the vagina to ruin several copies of PlayFilly. She giggled as Prince Blueblood’s face was obscured by the thick liquid.

“Don’t be, Twilight!” Red shook her head. “I never heard of anypony producing enough to give a huge creamy-pie to an artificial vagina and collection bag! I don’t think anypony has ever filled one to capacity before. Why, I’d bet there’s enough sperm here to inseminate every mare in the Crystal Empire!”

Twilight gave a soft little whinny as her cock twitched at the idea. “That, um, that’s a thought!” she said with more than a little pride.

After carefully removing and tying off the collection bag, Red looked all around. “Where’s my cap? She said urgently. “Oh damn, look at the state of my mane!”

Twilight giggled. “I am! You look lovely!” Her horn glowed though, and as the pins rose from the floor, the mane coiled back up into a bun. “It’s not as neat as it was.” Twilight said apologetically. “My friend Rarity has been teaching me how to style manes, but she’s so much better at it than I am.”

Clapping her cap to her head, Red smiled. “It’ll due, Twilight Sparkle. I’m back on duty now. I better go deliver this precious cargo so the doctors can get a sperm count and check electrolyte levels. I can not wait to see their faces when they measure it for yield!”

“Okay Red, I mean Nurse Redheart.”

The nurse looked Twilight over and smiled at the still erect penis. She ducked under Twilight’s body and gave the still semen seeping head a loving kiss. “Don’t you move from this spot! I’ll be back as soon as I can!” Nurse Redheart left the room at a full gallop. It was somehow thrilling for Twilight to see the Earth pony carrying the bag of semen in her mouth.

“Oh great, now you stay hard?” Twilight giggled and turned to the cart. Ignoring the throbbing state of her cock, she did her best to tidy up.

Her horn glowed and the wet magazines lifted. She sort of magically squeegeed the excess fluid off before depositing them on to the floor. The unsoiled publications were neatly deposited on the lower shelf of the cart. Next, the artificial vagina lifted slowly to her face. Twilight spent several happy minutes using her tongue to clean every drop of her issue from the pony made device.

The cleansed but saliva dampened vagina joined the magazines on the bottom shelf. Twilight looked at the large puddle of her issue clouding the shiny mirror bright steel of the cart. Bowing her head, Twilight noisily slurped as she sucked up the cooling fluid. Only pausing to swallow, she kept going until all she tasted was metal, no matter how hard she licked.

07 Cadence Receives a Gift

My Little Pony: It’s good to be the Princess

07: Cadence Receives a Gift

By Honey Moon

Twilight was growing impatient. Well, perhaps a better word was edgy. Maybe even tense. She paced the examination room, but slowly. If she moved too fast the bounce of her still erect cock became quite distracting. “I thought she was coming back.” She muttered to herself. “She said she would be back as soon as she could!”

Looking at the clock, Twilight moaned. “It’s been almost forty-five minutes already. Was she fibbing just to get me, um, in the mood?” She looked down under herself and groaned. “Why won’t you go down? You went down before when I really needed you, so what’s your problem now?”

She was wise enough to actually know the answer. Twilight had completed her mission successfully, with Nurse Redheart’s wonderful assistance. The immense pressure she had felt from the need to provide Cadence a sample had all faded away. Now she had to face facts. She was all alone in a room with a big masturbation aid, and a pile of wonderfully naughty magazines. Her body knew this and wanted to play! She was also trapped by her stupid erection. She couldn’t go trotting around the Crystal Castle with her cock bouncing with every step. Ponies would talk!

Turning to the Phantom Mare, Twilight frowned. “You’re no help!” She made another circuit of the room, checking each and every cabinet and drawer for a third time. “There aren’t any more!” she hissed. “Why aren’t there any spare collection bags?” She went back and peered into the deep recesses of the hole where the artificial vagina fitted. “If I try using you without a collection bag, I’d leave a real mess for somepony to clean up!”

She went back to the cart. Horn glowing, she raised the artificial vagina. She made it slowly move up and down in a very suggestive manner. “I could just use this, but I’d make a huge mess everywhere.” She leaned her head down under herself and sighed. Mane dragging on the floor, she could just bend her neck far enough down to get the head of her cock into her mouth. She didn’t dare try that though.

Twilight would never forget the thrilling yet scary moments when the head of her cock had actually become stuck in Rainbow’s mouth. The flat ridge of the head had swollen past the point of being able to fit past the struggling pony’s teeth. Twilight was effectively locked in. Rainbow had claimed she had almost drowned. With all the fluid that had come squirting forcefully out of her friend’s nostrils, Twilight believed her. Even seeing Rainbow in distress, Twilight was helpless to stop the throbbing pulsing eruption as it just went on and on! Thank goodness Rainbow was used to high altitude flying, or the lack of air during that massive climax could have been really disastrous.

“I envy Pinkie Pie!” she sighed. Pinkie sometimes looked like she had no bones as she entertained ponies with her random antics. “I bet Pinkie Pie can, well, eat her own pie!” She gave the head of her cock a quick swipe of her tongue and sighed. “If I could bend like Pinkie, I’d lick me all over until I squirted, and then just carefully catch the mess!”

She experimentally shafted herself into the incomplete artificial vagina, moaning as she ran it up and down her length. “I, I’d have to be careful not to bobble it too much.” She whispered. “If it’s bouncing around I might not get my mouth on it in time.”

“Oh dear, I’ve been replaced by technology.”

Twilight spun around and saw nurse Redheart entering the examination room. “I wasn’t doing anything!” she gasped, horn shimmering as she quickly pulled the artificial vagina from her cock and tried to hide the thing by tucking it under a wing.

“Twilight, take it easy. I was just teasing. Masturbation is a healthy part of any pony’s love life.”

“Do you do it?” Twilight asked as curiosity burned within her.

“Of course I do.” She smiled. “Every night before I go to bed, I take a little quality time for myself. I don’t collect PlayFilly for the articles, I’ll have you know.”

“Before I got this, I used to hump on pillows.” Twilight volunteered in a soft voice. “It’s a lot more work now.” She smiled shyly. “It helps if I can get my hooves on a really big watermelon.”

“Remember when you asked me before about watermelons? I shouldn’t say this, but Shining Armor said the exact same thing when he first met the Phantom Mare.”

Twilight giggled. “When I was a filly, I once walked in on him. It took growing a cock years later to make me realize he wasn’t pretending to hatch a dragon egg, like he practically screamed at me.” She laughed. “It’s such a good idea, but I think I like the Phantom Mare better. She’s not much of a conversationalist, but she gets the job done!”

“The same company produces a few marital aids for discreet sales to curious mares.” The nurse grinned. “I have a lifelike stallion phallus that attaches to my bedpost. I ride Mr. Goodpony every night!”

Twilight thought of Fluttershy. Frankly, she hoped her friend would be far too timid to order something like that. It would cut down on the times she needed “servicing”, and that was something she eagerly looked forward to. “I’d like to see you doing that.” Twilight said wistfully. “I bet you look wonderful!”

“Why thank you, sweetheart.” Nurse Redheart sighed. “I really do apologize Twilight, but there’s been a sudden change in plans.”

Heart sinking, although her cock stayed just as hard, Twilight tried to sound cheerful. “That’s okay nurse Redheart. I understand. I wonder if I could trouble you for a couple of collection bags for the Phantom Mare. I really don’t want to leave here until things, um, calm down.”

“What? Oh no Twilight! I didn’t mean that!” The nurse took off her cap and set it on the magazine cart. “My plans have changed. I wanted to bring you to my room and spend the entire evening getting to know you better before I returned to Ponyville in the morning. I suddenly find myself very short of time. I have a train to catch in an hour.”

“Nurse Redheart, is something wrong?”

“The cap is off, Twilight. It’s Red now.” She smiled. “Princess Luna sent me a scroll.”

“She sent you a scroll? Are you sure there isn’t something wrong in Canterlot?”

“Oh, there may be something wrong, but only on a personal level. I was there when Princess Luna received a complete physical shortly after you and your companions restored her to normal. She appreciated having someone she could just let her mane down around and talk to. I think the poor dear just felt comfortable because I’m an Earth pony and she could just forget about magic around me. We’ve since become good friends. Luna asked if I could come home a day early, and stop off in Canterlot so she could have time to ask my advice on a personal matter.”

“Oh, that’s wonderful! I sometimes worry about Princess Luna. She still has trouble relating to ponies.” She sighed. “Trust me. I know exactly how that can feel. I’m so happy she found a friend in you, Red.” Twilight smiled. “Go ahead and make your train. Just tell me where the collection bags are, or I’ll have to go find a blasted watermelon! I’ll be home in Ponyville in a few days. Um, we can get together then, okay?”

“Twilight, I said I had to change my plans. I never said I was canceling them!” She went to the Phantom Pony and put a hoof on the treadle. She gave a few pumps and lowered it a little more. Scooting onto it, she gripped the cylindrical body tightly with her forelegs. “The timing is very good right now. I don’t want to wait another twenty-two days to try again. Twilight, do you know what a quickie is?”

Memories of talking a protesting Rainbow into doing it one more time before she had to fly off on weather patrol filled her mind. Even though Rainbow hated the idea of being late for work, it was never very hard to convince her. Rainbow loved going “Fast and Furious” as she called it. “Yes, I know what a quickie is.” Her eyes suddenly opened wide. “Red, what was that about timing?”

Red looked back and gave Twilight a wicked little grin. “I know my body, Twilight. I’ll be in heat sometime tomorrow. How would you like a chance to sire a second foal, the good old fashioned way?”

Twilight bit her tongue just in time to stop herself from blurting out ‘you mean seventh foal.’ That would just sound rude. “Do you really mean that?” Her cock punctuated things by dripping a shimmering droplet of pre-cum onto the floor. “You’d really want that?”

“Twilight darling, more than you could know!” The lovely nurse sighed. “I’ve been thinking about raising a foal for some time now. The clock is ticking. I don’t dare put it off any more.” She grinned. “Face it Twilight, you’re quite a catch. You’re a true Futanari Princess! If anypony else knew your not so little secret, I’d wager I wouldn’t be the only mare champing at the bit over the idea of you siring a foal in me!”

Twilight took a step closer to the Phantom Mare and Red. She thought of her friends and hesitated. Things had been complicated, but they all seemed to really be looking forward to raising the foals she had given them. “I, I guess you could be right.”

Misunderstanding Twilight’s look of wonder for concern, Red hastened to clarify things. “Twilight, you have nothing to worry about. I’m not making any claim on you. Medicine is my calling, but I don’t need nursing to put oats on the table. I’m what you would call a mare of independent means. My mother is the inventor of self-adhesive bandages. I can easily afford to raise a foal as a single mare.” She laughed. “I could even pay you a modest fee for services rendered.”

“What? Red, no! We’re friends, aren’t we? I would never accept one bit from you or any of my friends!” She couldn’t help a crooked little smile. “Now I wouldn’t object if you decided to donate a few books to the library. Readership has gone way up in Ponyville, since Rainbow Dash started going around telling all the colts and fillies how awesome books are.”

Twilight smiled shyly “I’ve analyzed some of Pratchett the Disc-Wielder’s theories on L-Space, and created my second new spell. With it, I can expand the library’s interior any time I choose. Right now I settled on a twenty percent increase in volume. We need more books to fill that space.”

“Twilight, I have no idea what you’re talking about, but it’s a deal.”

“Back in the pre-classical era, Pratchett the Disc-Wielder was Starswirl the Bearded’s guardian and mentor when he was just a colt.” Twilight looked thoughtful. “Historians claim he had a rather odd fixation on elephants and turtles, but still he was a brilliant theoretical conjurer.”

Red glanced at the clock. “Oh damn, Twilight, get your pretty tail over here!”

Twilight trotted over. “Red, it looks like you’re also trying to give our girl Phantom a semen sample.”

Red laughed and gave a few playful thrusts. “Sample nothing! I’m not a fillyfooler, unless you count a few nights with special friends back in nursing school, but if I had what you have, I’d be all over every willing mare I could find too!”

“Hey, I don’t go after every mare!” Twilight gasped. “I, I didn’t mean it like that!”

“Gotcha! I knew you were no penile virgin! Virgins poke around forever before they find the opening. You felt around just a little before penetration, and that was with a lifeless love doll that couldn’t move around to help you. That takes some experience, Twilight darling.” Red laughed. “Don’t worry. I won’t pry into who the lucky pony is. Now please hurry! The clock is ticking, and I don’t mean in a biological way!”

Twilight tried to be angry at the beautiful nurse’s presumptions, but couldn’t help a giggle. “Well, I’m still a filly virgin, thank you very much! I plan on keeping that for the rest of my life!”

“Twilight, don’t cut your options in half!” Red sighed. “There is nothing like being penetrated by an aroused and eager stallion. You have the best of both worlds. My advice as a nurse, and as your friend, is to at least give it a try.” She whinnied softly. “Speaking of penetration, hurry Twilight!”

Twilight stepped closer and stared at the lovely firm rear of her new friend. “You know what’s next. Tail please.” She said softly.

“Yes nurse Twilight.” Red said with a giggle as she lifted her tail out of the way. “Now hurry, we don’t have much time before I have to go!”

“You shouldn’t rush me.” Twilight said laughingly. “What if I go all limp again?”

Red wriggled her bottom from side to side. “That won’t happen Twilight, trust me! Just stick it in already and I promise won’t let you get limp!”

“Wow, you’re so wet!” Twilight exclaimed, before lowering her head and giving that pretty vagina a swipe of her tongue.

“Don’t tease me, Twilight!” Red moaned as the tongue lashed against her again.

The nurse turned her head to stare at the clock. She whimpered as Twilight took her time and lapped away. She couldn’t help thinking that someone was sure a lucky pony! Twilight’s tongue was more talented than any stallion she had ever been with, and could give her filly friends from nursing school a run for the bits!

This was wonderful! Twilight had discovered soon after her cock grew, that she simply adored Cunnilingus! She had read about it so often in her books, but always pictured a stallion doing it to her. This was so much better! Mares tasted so good down there! First with Rainbow, then Fluttershy, and now with Red, she savored their unique tastes, while relishing the basic natural similarity of healthy musky mare. She couldn’t get enough! Even if her cock went away, perish the thought, she’d be a fillyfooler for life!

“Twilight, that’s good, but I, I need you in me!” Red whimpered as she gripped the Phantom Mare tighter with her forelegs. “Please Twilight; I need you in me now! Remember, this is supposed to be a quickie!”

Some things shouldn’t be rushed, but Twilight darted her tongue faster. Goodness, Red was getting even wetter than Rainbow did while reading erotica while being licked! She forced as much of her tongue into Red’s body as she could, and thrilled as the mare whimpered and started to shake.

“Twilight, on, on second thought, d-don’t stop!” Red tried to forget about the time as Twilight’s tongue drove her mad! “Please don’t stop yet!”

Twilight didn’t stop. Her tongue lashed at the precious little jewel of Red’s clitoris, and she was rewarded by a whinny and cry from the quivering nurse. Her face was drenched as her lover succumbed to Twilight’s lashing probing tongue.

“Oh Twilight, that was so good!” Red panted when she could finally talk again. “Please sweetheart, get it in me now, before we run out of time!”

Twilight licked her muzzle while staring in pure delight at how much lovely fluid was seeping from her needy friend. She considered Red’s delicate little rosebud, and tried to will herself to press her tongue against it. The thought was still a little frightening, but Twilight suddenly grinned at a wicked idea. Very carefully, she dipped her head lower before slowly moving forward.

“Twilight, Twilight, what are you doing?” Red gasped. “Oh Twilight, wait!” The nurse gasped when something hard and warm pressed against her anus. “Twilight, that’s your horn!”

“I’m just taking your temperature.” Twilight whispered as she let the very tip press its way into that snug opening.

Red gasped, not expecting the wave of pleasure that made all four legs almost turn to rubber. “Not too far!” she cried as she felt herself spread around the widening cone of Twilight’s horn. “Go slowly!”

“I’ll be so very careful!” Twilight promised as she let just an inch or two of horn slowly thrust in and out of Red’s bottom.

“Nopony ever did that to me before!” Red gasped as she was very intimately invaded. “Oh Twilight, your horn is beautiful!”

Twilight wasn’t really paying attention to the clock, but she knew time was growing short! If she didn’t mount Red right now, she might just explode! She swiftly pulled her horn free of the warmth clutching at it.

“Twilight, please just a little more!” Red cried. “I, I was almost there!”

“I thought you wanted me in you?” Twilight said huskily as she reared up and balanced on her hind hooves. “Red, I have to take you right now!”

“Yes Twilight!” Red moaned as welcomed weight settled onto her back. Strong legs gripped her middle as a delightful hardness poked her neither regions. “Take me! Take me fast! Take me hard! Treat me like a Phantom Mare and just use me to take your ease!” She whinnied loudly when the flaring head found its mark and pushed into her. “I’m the collection bag! Dump your load in me right now, Twilight!”

“Oh Red, you’re so hot inside!” Twilight moaned as she pushed herself in until her loins were pressed tight against Red’s rump. “You’re squeezing me and it’s so good!” She playfully nipped at Red’s bun with her teeth, dislodging the pins she had put in earlier. Sighing happily, Twilight buried her face in luxurious softness when that glorious pink mane spilled free. “You’re so much better than our friend Phantom!”

“I told you!” Red cried as Twilight began pumping into her. “Now hurry! I need your seed! I don’t want to wait for my next heat! I want you to put a foal in me right now!”

Twilight felt like some mindless animalistic beast of the Everfree forest as she started ramming herself in and out of Red. The “whump-whump-whump” of pony against pony sounded so much more satisfying than just Twilight against lifeless padding! Red’s vagina made the artificial one seem like a sad joke. It squeezed and rippled around her, feeling like it was trying to keep her deep inside!

Red moaned. “Oh yes, like that Twilight! Use me!” she cried. Twilight was instinctually doing everything Red had every desired in a stallion, but never actually found. “Harder better faster stronger! She wailed almost senselessly. “Oh Twilight, make me your broodmare and put a foal in me!”

Twilight panted, drooling unnoticed in Red’s mane as her lover’s words inflamed her. Red was talking like a character out of a Mistress Unicorn Whip story, and Twilight loved it! Her cock throbbed as she sawed it in and out of that exquisite warmth. “I, I’m almost there!” she grunted, wishing she could take her time, but knowing time was against them. Oh Red, I, I think, I, I’m there!”

“Do it!” Red wailed as Twilight rammed in just as deep and hard as she could. When Twilight went rigid, she was lost to her own orgasm!

Twilight snorted and whinnied as she exploded. Her cock pulsed and throbbed as she felt the fluid race up her shaft to enter Red. She could feel Red’s sheath caressing her, almost sucking her deeper in as her willing body was inseminated.

This was no trickery. There was no accident. Rarity didn’t get her drunk. This was wonderful! Red wanted a foal, and the semen gushing into her fertile body was insuring she would get it! Twilight whinnied and shook her head from side to side as her tail lashed. She was siring a foal on the beautiful nurse, and it was glorious!

“Twilight, you were wonderful!” Red gasped as Twilight sort of staggered off of her. “I don’t know if I could survive a night like that, but any time you want to try, my door is never barred to you!”

Twilight steadied Red as the nurse shakily climbed down from the Phantom Mare. “Oh Red, you were fantastic!” She smiled shyly. “I, I hope I did the job and you’re with foal now.”

Red kissed Twilight and sighed. “I bet I am. You’re an Alicorn after all. I’m fertile, and your sperm is far superior to any mere stallion.” She walked to a cabinet and opened it. “Twilight, would you oblige?” she asked, pulling out a box of Filly Fresh tampons. “I’m proud to be an Earth pony, but there are some things I wish I was a Unicorn for.” She removed a package and tore it open to reveal a tampon applicator longer than Twilight’s horn, and nearly as thick. “I always feel like a circus pony contorting myself to insert the bloody things!”

“Oh my goodness!” Twilight whispered while she levitated the tampon. As Red lifted her rear left leg to provide better access, Twilight gently slipped the smooth applicator up into the semen seeping vagina. The glow of her horn intensified as she gently depressed the plunger to insert the cotton tampon deep into her friend. “You really do want my foal, don’t you?” she said quietly as she removed the applicator and resisted the urge to give it a lick before depositing it in the trashcan.

“I said I did, and I meant every word.” Red smiled as she dropped her tail and hid the string from view. “You have such a gentle touch, Twilight. You would have made a great nurse.” she said as she hastily cleaned semen from her somewhat wobbly hind legs. “I don’t want to waste a precious drop of your gift!” She looked at the clock and sighed. “Damn, the train is about to pull out! I’ll never make it now. Oh well, I’ll have to try to catch Luna tomorrow morning I guess.”

Twilight looked under herself to take stock, not that she needed to. Her sated cock vanished into her body as she watched. “Red, do you have any bags packed?”

“I sent them on to the station, Twilight. They’ll just go on ahead of me. I’ll get them in Ponyville in the morning.”

She had done it often with Spike, but she was a princess now. Twilight was sure she could harness the power. “Red, do you mind going as is?”

“I’m a bit whiff, but what does it matter now?” She sighed. “There’s no way I can catch that train now. I don’t think even a Wonderbolt could fly there fast enough to make it in time!”

Twilight smiled and pressed her body against Red’s. “Hold onto your hat!” she cried, as she levitated the nurse’s cap onto Red’s disheveled mane. There was a flash of magic, and Twilight teleported them both directly to the train station.

“All aboard for Ponyville!” The conductor called.

“Twilight, you’re a true friend!” Red said with a laugh. “Good grief, I hope I can sit in a car by myself. You made me all sweaty!” Not caring who saw, Red gave Twilight a sweet and loving kiss. “Today may have just been a quickie, but that doesn’t make it a one night hay toss. Twilight, you are welcome in my bed any time.”

“Thank you Red! Thank you so much!” Twilight laughed. “Get on the train before you get left behind! I’ll see you in a day or so!”

As the train pulled out, Twilight smiled and teleported herself back to the examination room. Now that she didn’t need the synthetic semen substitute she had whipped up, she was sure that the artificial vagina would fit in the case so she could sneak it back home. “No more watermelons.” She said laughingly as she gazed lovingly at the device. “I can wedge it under my mattress and fuck my bed! I better wrap it up in something though. I don’t want ponies to see it in my room before I pack it away.”

She looked around the room, but saw no towels she could use to hide her new toy. She nudged the curtain aside, and used magic to unlock the deadbolt. She opened the door slowly, and then froze when she heard voices.

“Doctor, I will do this myself.” Cadence said, with an almost unheard of angry tone of voice. “Please leave me, as you plainly have so little control over your emotions!”

Twilight peeked through a gap in the curtain, and saw an orange Unicorn stallion with a grey streaked red mane. He had a stethoscope as a cutie mark, and the cad was sporting a sizable erection! She felt a burst of pride in knowing that hers was larger.

“Princess, I do apologize!” he said hastily as he backed away from her. “Please forgive me! I’m a married stallion! It’s just, um, your condition.” He whinnied softly. “I forgot to wear nose plugs! I assure you it is simply an autonomic response to your scent, your highness! I meant nothing by it! I would never dream of any impropriety!” He sighed. “You may be beautiful, desirable, and in heat, b-b-but I am a professional!”

“I’m going to call for my husband if you do not leave this instant.” Cadence said softly.

“I’m leaving, Princess!” He took a deep breath. “Are you sure you are able to do this?”

“I am quite capable of injecting a semen sample into myself, I will have you know!” Cadence sighed. “Now leave me, and we will speak no more of this embarrassing interlude.”

“Oh thank you Princess!” he whimpered as he slipped between the fiercely staring guards and raced through the door. Twilight heard galloping and several feminine squeals as his condition became known while he raced down the hall.

Princess Cadence levitated the large clear syringe and looked at the murky pearlesint fluid within. She nodded at the two female crystal Pegasi guards. “Either nurse Redheart or yourselves have continuously had the sample in your sights. The chain of evidence is intact. There is no longer any chance of somepony slipping in a substitute sample.” She smiled shyly. “Please exit and guard the door. The next step is one I prefer to not have witnessed.”

“Yes Princess.” They said in unison, before heading out and closing the door behind them.

Twilight was having some trouble breathing. Somehow seeing Cadence looking at her semen like that was arousing her! The lovely scent of a pony in heat was only adding to the problem. Her cock emerged again, and she had to concentrate to keep her wings from spreading out and announcing her presence behind the curtain. Twilight just held her breath and watched as Cadence climbed onto the gynecological exam table.

Cadence lay back and fitted her rear hooves into the depressions on the hind leg rests. It was well that doctor Willowbloom was out of the exam room. She felt rather exposed and wouldn’t want to trust his self-proclaimed professional decorum. The phallic syringe floated gently before her eyes. “Oh Twilight, you produced so much.” She breathed as she glanced over at the resealed collection bag. “Not even half could fit in the syringe.”

The rounded tapered end slowly lifted until it was pointing at her face. “Nopony need know.” Cadence whispered as her magic intensified. The plunger moved. A narrow ribbon of glistening white goo spurted free of the syringe and entered the princess’s wide open mouth. It spattered onto her tongue, and she sighed.

“Twilight, you taste so much like your brother.”

Twilight was trembling with suppressed excitement. Cadence tasted her semen! Her very favorite foalsitter was actually eating some of her ejaculate! She lifted a hoof and stuck it into her mouth to keep from moaning aloud.

Cadence savored the musky taste on her tongue. A true maiden on their wedding night, she had only known Shining Armor. Cadence wondered if the difference in flavor was due to her beloved’s condition. Could a pony taste sperm? Could Twilight’s richer flavor and more viscous fluid be due to what doctor Willowbloom called an unprecedented absurdly high sperm count? She decided to taste again, and this time opened her mouth wider, only to close it around the stallion thick tube.

Twilight watched in awe as Cadence put the end of the syringe into her mouth. Her cock twitched and dripped clear fluid onto the floor as she imagined Cadence doing that to her! Twilight’s horn glowed. She added her magic to that already surrounding the syringe. Twilight thrilled at the thought of it almost being like she was ejaculating into Cadence’s mouth this way. In her over excited state, she neglected to hold back. In an instant, the plunger depressed rapidly and completely!

Cadence saw the clear blue of her magic suddenly become overpowered by a stronger vibrant magenta. “Twilight!” she gasped, releasing the syringe at just the wrong moment. It was a classical demonstration of Starswirl the Bearded’s third law. For every action, there is an equal and opposite reaction. The syringe flew under its own power as a thick jet of tepid gooey fluid blasted out to bathe Cadence’s face and horn.

“Oh my gosh, Cadence, I am so sorry!” Twilight wailed as she kept her hind quarters behind the curtain in a useless attempt to hide her erect state. “I didn’t mean to do that!”

Cadence sat still as a statue, slimy liquid gleaming on her face. A large droplet slowly dripped from the tip of her horn, to land on her nose. “Et tu, Twilight?” she finally asked softly.

“Even you, Twilight?” Twilight quickly translated. Her heart fluttered fearfully. “Even me what, Cadence?”

Cadence tried to look fierce, but it was a look the gentle pony could never master. She couldn’t help smiling under all the wetness. “Your brother loves when I give him hoof jobs. This is the usual result.” She giggled. “He claims it looks good on me. Do not repeat this, but one of his pet names for me is Lil’ Glazed Donut.”

“You, you don’t hate me?” Twilight said softly as she couldn’t help staring at Cadence’s beautiful befouled face.

“Twilight, I could never hate you. You were my favorite pony to foalsit, and when you grew up, you saved my beloved husband from marrying a fiend.” Cadence smiled sweetly as the fluid slowly ran down her face. “Now your kind gift has saved us once again, although I did not expect to be wearing it.”

Twilight grinned sheepishly. “I do apologize.” She levitated the collection bag to show it was far from empty. “It’s a good thing I, um, well, made enough.”

“You certainly did, Twilight.” Eyes gleaming, a blue light flared around Cadence’s horn. The bag lifted over Twilight. The blue light brightened until the bag suddenly began to squeeze bulge and distend.

Twilight looked up. “Cadence, what are you doing?” she had time to ask before the bag ruptured with a loud “PLOP” and emptied directly onto her upturned face.

“Now I’d say we’re even.” Cadence said with a grin.

Twilight gasped, blinking her own semen out of her eyes. “What did you do that for?” she asked thickly, before swallowing what had inadvertently entered her mouth. “My mane is all gunky now!” Her eyes widened in alarm. “That was the last of my sample!”

“Twilight, I searched my soul before deciding it was the right thing to accept your seed into my body.” The semen crusting her face couldn’t hide the look of love she had for Twilight. “I owe you so much for saving my wedding. Perhaps, if you would allow it, I can pay back just a small fraction of the debt I can never repay.” She spread her forelegs wide. “No syringes between friends, my dear Twilight. Come to me, and grant me the gift of your foal.”

“Cadence, you’re the only pony worthy of my brother!” Twilight cried a she stepped out from behind the curtain. “I know you’ll both make wonderful parents!”

Heart singing and cock throbbing, Twilight trotted up between her ex-foal sitter’s widespread hind legs. “I’ve always pretended you were my big sister. That makes this really naughty.” She said as she moved over Cadence, with her cock nestled between their bodies. She couldn’t help giggling. “Goodness, you’re a mess, Cadence.”

“You should see yourself, Ladybug!” Cadence smiled. “Perhaps we should do something about it.

The two friends began eagerly licking each other’s face. Each was surprised at how the other showed no hesitation. Cadence felt the presence trapped between them, and trembled in anticipation. Twilight was smaller than her brother in stature, but the member she now possessed was every bit as large as the mighty shaft her husband pleased her with nightly. For the first time, she felt herself craving somepony other than Shining. Thank goodness it was only her precious Twilight!

Shining Armor grumbled to himself as he headed down the hall. “She might be your princess, but she is my wife! How could guards refuse entry to their captain?” he muttered as he slipped unnoticed into the exam room with the Phantom Mare. “Foxed ya!” he laughed as he closed the door behind him. After giving his last sample, he had discovered there was a connecting door between the exam rooms. Knowing his wife would refuse to allow the medical staff to stay, Shining Armor made his decision. He’d just slip in, and offer his support while watching Cadence impregnate herself.

Shining was coping fairly well with what he thought of as his “condition”. The doctors did warn him after he recovered from the Feather-flu, after all. He had a few years to face the facts. His juice was swimmer free. It wasn’t that he minded so much for himself, he just felt so bad for Cadence. She so loved foals. He just wanted to be there when she injected the sample into her sweet tight body. It was a husband’s place to be with his wife when she had a foal sired onto her, after all!

The room was a bit of a mess. Some of the magazines were on the floor, and his old friend the artificial vagina was sitting among the others on the bottom shelf of the cart. Wait, the one he had always used was blue. This one was pink. Oh well. Somepony else must have needed to leave a sample. He hoped his unknown compatriot faired better than he had.

Shining Armor slowly eased open the door, so as not to disturb Cadence at this most delicate of times. A musky scent wafted through the gap, and his nose twitched. Any stallion would recognize that woodsy almost mushroom like smell. The room reeked of pony spunk!

He heard giggling as he slowly edged into the room. “Twilight, you eat semen?” His wife asked with a laugh. “You eat THIS semen?”

His sister giggled. “Why not? This stuff tastes good! I can’t very well let you eat it all, Lil’ Glazed Donut!”

He put his eye to the gap in the curtain, and for several long seconds forgot how to breathe. Cadence was lying on her back on one of those odd tables doctors used when mares had “those” kinds of exams. Twilight was between her hind legs, lying half on top of her. His heart thumped. Their faces were covered with what looked like at least five stallions worth of spunk!

He opened his mouth to yell, but nothing came out. That is, except for his cock. Pulsing and throbbing, his shaft emerged and grew hard as he watched his wife and sister lick the slimy gunk from each other’s faces.

Cadence was actually sucking gobbets of the mess out of Twilight’s mane when she paused to laugh again. “I’m glad the sample was big enough for us to share.” She said before swiping her tongue over Twilight’s nose.

“Isn’t it a shame we spilled it all?” Twilight asked, before making Cadence moan by licking her horn.

Shining felt a weight lift from him. So it hadn’t been another stallion that bathed their faces, exactly. He could cope as long as it was just the blasted sample. He only hoped that their oddly erotic clumsiness had left enough for Cadence to receive the foal she so dearly wanted.

Cadence had managed to cleanse and consume most of the mess from Twilight when she gave a delightful little wriggle. “You feel ready to explode, Twilight. Please, do it now!”

“Cadence, this is going to be wonderful!”

Shining Armor’s jaw dropped when his sister flapped her wings and lifted off of his wife for a moment. Cadence had told him of how she had suppressed the futanari metamorphosis, in order to remain pure filly for him. He whimpered in disbelief. Twilight obviously hadn’t! It was supposed to take a few years after a Unicorn became a princess, but his kid sister was sporting a cock. It appeared to be a twin of his in size and girth, but on Twilight’s smaller body it looked huge!

It all clicked into place. Twilight must have ridden the Phantom Mare! His little sister supplied the needed seed! She had said she brought it from an anonymous donor. She obviously meant she brought it within her own body, since she was the donor! Wait, their faces were caked! Just how many times did she buck the Phantom, anyway? He felt his coat becoming matted with sweat. Twilight ate her own issue? He had never been able to bring himself to do that.

“I should have skipped my friend Phantom.” Twilight said as she moved back to line herself up. “I could have put all of that into you, Cadence!”

“Would you have skipped Red, too?”

“She told you?” Twilight squeaked.

“No, the poor dear asked my permission. She knows how important you are to me, and asked for my blessing as princess of this realm.” Cadence smiled. “I gave it unconditionally. Red is so kind, I only hope for all the best for her.”

The head of her cock right against Cadence’s warmth, Twilight slowed her wings and let her rear hooves settle to the floor. “I, I don’t know what to say. That was so sweet of her, and you.” Twilight sighed. “I only hope I can squirt enough for you now.”

“Twilight my dear, if you take after your brother even a little that will not be a problem.” Cadence giggled. “Shining is insatiable. Goodness, he can drive me wild all night long, and then he’s ready for more once Celestia raises the sun. Sometimes I’m forced to fly to the throne room, so nopony will notice I’m walking a little wobbly in the hind legs. Oh, he’s simply marvelous!”

Suddenly feeling as big as a manticore, Shining couldn’t keep the grin off of his face. Sure, they needed somepony from the bloodline to assure proper succession. Fine, okay, he was already used to the idea. Who better than his kid sister, the princess? Was it so wrong that his two best girls were drawn together in this time of need? He fought not to ask himself the other question.

Was it so wrong that he was seriously turned on by the thought of his adorably sexy little sister fucking his beautiful wife? How many stallions have ever witnessed something like this? He tried to justify it to himself. Two absolutely gorgeous Alicorns, one a true futanari, balanced right on the verge of hot and sweaty foal-makin’ sex! Any stallion would give up a hoof to see something this rare and exotic! He swallowed hastily, before drooling onto the floor.

Twilight trembled. “Are, are you sure about this?” she asked softly, her cock snugly pressed against delightful warmth. Cadence, you’re, you’re so delicate!”

“You mean I’ve got skinny flanks.” Cadence smiled. “Twilight, you aren’t any bigger than Shining, you know.” Her expression took on a dreamy look. “When he claimed me on our wedding night it hardly hurt at all. Then after a few moments, he had me begging him to keep going.” She giggled. “We skinny flank fillies are tougher than you think!”

Cock throbbing, Shining Armor remembered that exquisite moment when he had become her stallion, and she his mare. Later that night he had been worried almost sick when he noticed the blood on the sheets. Cadence only smiled smugly as she proudly told him that was just another form of bridal bouquet. He had to fight not to laugh, when he remembered catching her the next day. Cadence was frantically washing the sheet in a bathtub of icy cold water so the laundry staff wouldn’t see the proof of her lost maidenhood.

Twilight pressed forward. “I, I’ll be careful anyway.” She gasped as her member began to slowly sink into Cadence. I will not hurt my BBBFF’s bride!”

“There’s no way that you could!” Cadence closed her eyes and sighed. “Twilight, this is so much better than a lifeless syringe!”

Twilight’s mind was almost sizzling with raw sexual heat. She was doing it! She was entering Cadence! Somehow knowing that this was her BBBFF’s wife, made the act deliciously naughty and wrong, but oh so exciting! Inch by inch she pressed into the lovely princess that had been so like a big sister to her. How was she fitting in Cadence’s elegant delicate body? It was simply amazing! “It, uh, I’m going in! Oh Cadence, I’ll give you a beautiful foal!” she cried, as she with drew, only to push back in even faster!

Clamping his mouth shut, Shining Armor groaned softly as his cock throbbed almost painfully hard. His eyes were glued to the sight before him. Just look at Twily go! Cadence looked sexier than ever laying under his pretty kid sister! A secret part of him wished he had brought a camera to immortalize this moment forever on film. The rest of him was greedy enough to be thrilled that no other pony in Equestria would ever see two Alicorns making love!

“Twilight, you feel so much like your brother!” Cadence moaned as that beautiful member pierced her. “It’s like he’s here with us!”

Twilight moaned. “D-Don’t say that!” she gasped as her spread wings trembled with each thrust. “He, he would hate me for this!”

Longing to tell her she was wrong, Shining Armor kept his silence as his body trembled in excitement. He didn’t dare risk frightening his sister before her union with his wife was consummated with her seed.

Cadence turned toward the curtain when she felt a familiar presence there. She had been more right than she knew. Shining really was with them, bless his loving heart. She sensed no fear or anger, only love and desire. Cadence smiled serenely at the tiny gap in the curtain. “Twilight, you are granting me and your brother the greatest gift you could ever bestow upon us. How would Shining hate you for that?”

His heart almost skipped a beat when Cadence stared right at him. When she smiled, his life resumed. Cadence knew he was there, and she approved! Once again, Shining Armor wondered at how he had been so lucky to win the heart of the most beautiful pony in all of Equestria.

“I, I’m just donating!” Twilight cried as her body moved with urgent need. “It, it’s just more direct this way!”

Cadence put her forelegs around Twilight. “Far from just a donation, dear Twilight!” she said huskily. “We are making love! Please, just admit that to me, or you can stop right now and I will use the syringe.”

Panting, Twilight looked down into those lovely purple eyes. “We’re making love!” she cried, leaning down and kissing Cadence. “I, I should never have said something so mean! Of course we’re making love! Cadence, I love you and Shining so much!”

Shining Armor watched as his sister wildly thrust at his wife. Thank goodness the both of them were panting so loud. It covered the sound of his heavy breathing. He felt a stab of guilt, but hang it all, who could blame him for watching his sister? Just look at that rump! He was partial to his wife’s filly like dainty bottom, but he knew he wasn’t the only one who appreciated his sister’s full roundness.

“Cadence, I, I bet your and Shining Armor’s foal will be so beautiful!” Twilight cried as her movements grew more erratic. “I’ll be the best aunt ever! I, I’ll buy her all the books she could ever want!”

Aroused as he was, tears filled his eyes. Even now, Twilight said the foal was his! No pony could feel as proud and happy as he felt right now!

“Twilight, Twilight, I, I’m so close!” Cadence whimpered as she rolled her slender hindquarters in perfect rhythm to Twilight’s almost frantic humping. “Please darling, grant me your gift!”

She was so deep! Twilight could feel her cock come up against Cadence’s cervix. Her fevered mind imagined that precious gateway to be kissing her throbbing pulsing member. That was it! “Oh Cadence!” she cried as she threw back her head. Body rigid and trembling, Twilight felt her body convulse. She was ejaculating! She was pumping her beautiful foalsitter full of life giving seed!

Pulling Twilight to her, Cadence cried out as her blessed release claimed her. Managing to wrestle her hind hooves out of the depressions they rested in, Cadence mewled and whinnied as she hugged Twilight with all four legs.

Panting as if he had just galloped for miles, Shining Armor couldn’t help himself. Legs almost as stiff as his cock, he staggered into the room as his best girls orgasmed together. “Twilight, thank you!” he gasped as he just stared at the beautiful scene. “Twily, I can never thank you enough!”

As her heart calmed, twilight became aware that somepony had spoke. She looked back and gasped. “Shining, I, I can explain!”

“Twilight, calm yourself!” Cadence scolded. She looked into frightened eyes. “Don’t you dare teleport, young filly!”

It had been rare, but Twilight remembered the feeling of dismay that would overcome her if Cadence had caught her in some small mischief when she was a filly. “I, I won’t, Cadence.”

Cadence smiled up at her husband. “Darling, tell our Twilight how happy you are.”

“Twily, there are no words.” He blinked back tears.

Despite her fear, Twilight smiled, just a little. “You sound like Rarity,” she whispered.

“Twily, you’ve helped us in a way we can never repay.” He sighed. “Did you think I liked the idea that some stallion had to supply what I lack?” He smiled broadly. “Everything is different knowing that my kid sister the princess is the one who sired our foal and made me a daddy!”

Relief washed over her in almost a physical wave. “Oh Shining, I want you to be a daddy! I wish it could be another way, but thank goodness I was able to help!”

Cadence eyed her husband and smiled. “Twilight dear, would you be so kind as to move out of the way?”

Twilight glanced at her brother, and her gaze drifted under his body to stare at a cock that jutted out just as big and hard as her own. Her eyes opened wide. “Oh, sorry!” she giggled as she climbed off of Cadence. Her cock pulled out with a wet slurp. She looked at the truly staggering amount of semen that was simply oozing out of Cadence. “Uh, liquid pride?” she said with an embarrassed grin.

“It looks more like sloppy seconds.” Shining said. He gasped. “Uh, did I say that out loud?”

Cadence only laughed. “Somepony’s been reading PlayColt again! Come to me, husband. Take your sloppy wife!”

Feeling just a touch uneasy at his sister watching, Shining Armor took her place between his wife’s hind legs. “Darling, that was so hot! If you had been on top, I may have joined you!”

Twilight gasped. “What, not me! I, I’m still a maiden!” She said nervously, as a very dark and forbidden fantasy threatened to become a reality. “I’m keeping my maidenhood for the rest of my life, since I’m a fillyfooler now!” She smiled shyly. “Besides, I don’t want to have foals, only give them!”

“Twily, I couldn’t give you a foal.” Shining said with a grin. “That’s what this is all about! I’ll say this just once. I’d love to make it with my kid sister!”

“Stop teasing Twilight!” Giggling, Cadence explained. “Shining meant join me, literally, Twilight. We’ve, um, well, I’ve left the stable back door open a few times for your brother. He loves it so.”

Twilight thought for a moment about her secret book collection and grinned. “Oh, you mean anal sex? Wow, both of us at the same time with you? With your skinny, um, I mean delicate flanks?”

“I told you Twilight. We skinny flank fillies are tough!” She looked up at her bewildered husband and grinned. “Well, it’s true! Now please, take me!”

The three ponies heard a loud squelch as Shining wasted no time in pushing his iron hard cock into his wife. “Oh darling, you’ll make such a wonderful mother!” he cried as he started to thrust into her.

“You’re pumping Twilight’s seed deep into me!” Cadence cried. “It, it’s like you really are the one siring our foal!”

Twilight stared. Watching Cadence and her BBBFF together was better than any book she had ever read! Strong muscles rolled under his coat as his tail thrashed from side to side while Shining made love to Cadence. Her cock throbbed. They even like anal sex? That was somehow very exciting. She looked at her brother’s rump and sighed. Shining wanted to have sex with her too? Shining liked anal sex?

Her eyes opened wide. There was a way she and Shining could make love, and she could keep her maidenhood! “Shining, um, we could do it, but I don’t want to lose my maidenhood. Do, do you really like anal sex?”

Shining was staring into his wife’s eyes as he rammed his cock in as forcefully as he knew she craved. Hardly able to think of anything besides the pleasure of his wife’s body, he spoke a bit unwisely to his horny sister. “Twilight, anal is hot! Wait until you try sinking into somepony’s tight little rosebud!”

Twilight’s cock throbbed. “I, I’ll go get the Phantom Mare’s lubrication oil!” She said excitedly.

Shining didn’t notice that Twilight had already raced through the connecting doorway at a full gallop. “Good, lubrication is important. Remember how much I use with your pretty rump, when you find somepony special to try it with. That way you won’t hurt her.”

Cadence noticed Twilight’s hasty departure and giggled. “Twilight is very eager, my love.” She panted

“You, you don’t mind?” he asked softly.

“Darling, Twilight has given us such a wonderful gift. How could I mind if she wishes to physically express her love for her wonderful big brother?”

Twilight stood still by the Phantom Mare, not hearing the lovers talking in the next room. Doors opened and drawers pulled as her horn glowed. “I need the soothing oil!” she whimpered, almost dizzy with excitement. “Shining is bigger than Cadence, but I’ll still lube up nice and slick so I don’t hurt his rump!” She finally spotted it, and the large tube lifted from the shelf and floated after her as she ran back.

Shining couldn’t see his sister when she came back into the room, but Cadence was in position for a perfect view. Her heart thumped when the tube turned over and began to liberally anoint her straining erection with the slippery oil. “Twilight, what are you doing?” she panted.

“We have to use lots of oil.” Twilight gasped as the cool fluid contacted her hard hot flesh.

Shining laughed. “Patience Twilight.” He said huskily. “I, I’m still a little busy here!”

Twilight trotted over and reared up behind her brother. She reared up behind her BIG brother. Twilight paused, and then a stainless steel instrument tray drifted into place, turned over, and then settled on the floor just behind her brother. There, that looked perfect! Very carefully she stepped up onto it, mimicking the weird bipedal method of walking she had used on that strange alternate world.

The bright light of the examination room was suddenly defused and softened. Too late, Shining realized it was his sister’s spread wings shading him. Unfamiliar weight settled onto his back, and he felt something hard poke him right below his tail. “Twily, what are you doing?” He gasped. “Wait, that, that’s not what I meant!”

Cadence begged him with her eyes. “Please darling, just this once?” she asked in an almost soundless whisper.

“I’m not a coltcuddler!” Shining moaned as the cleft of his rump was spread. He gasped when something warm and hard pressed against his anus.

“Shining, you said we could.” Twilight said softly, the confusion plain in her voice. Maybe it was an Alicorn “thing”, but it honestly had never occurred to Twilight that Shining wanted to be the one to fuck her rump.

“I meant I would do you, Twily!” he gasped as he froze. He tried to ignore the fact that deep within his wife, it felt like his cock suddenly grew another couple of throbbing inches.

“Shining, listen to me.” Cadence said softly. “Twilight isn’t a colt. She’s a beautiful young mare that loves her big brother.”

“Taking a cock up the rump is just wrong!” he moaned.

“Darling, did I say it was wrong when you asked me?” Eyes almost glowing, Cadence continued. “Shining, I took you, and you’re so much bigger than me. Surely you’re stallion enough to take your little sister, aren’t you?”

“Please Shining?” Twilight begged. “I used lots of lubricant! I promise I won’t hurt you!”

He heard it in his sister’s voice. Twilight was very close to tears. That was his weakness. Watching his adorable precocious little sister as she grew up, he could never stand to see her cry. Taking a deep and ragged breath, he slowly withdrew from his wife. This of course had the predicted effect.

Desperately trying to relax his body, Shining Armor groaned deep in his throat as his anus stretched. He felt a sort of pop, and suddenly Twilight was inside of him. “You can’t hurt me, Twily.” He said bravely as she claimed him. “I’m your BBBFF, after all!”

“Oh Cadence, he’s so tight! I can’t even get half of me in!” Twilight wailed as she began to fuck her brother. “Shining, you’re so hot inside that I might burn up!”

“I, I can’t believe this!” Shining gasped, as the momentum of his sister’s thrusts forced him to resume fucking his wife. “I’m a stallion, and I can’t believe this!”

“I love you, Shining!” Twilight sighed as she gripped her brother’s muscular body with trembling forelegs. “I love you, Cadence!”

The three moved in a complex syncopation as their panting whinnying and snorting filled the room. Under the comforting weight of the two most important ponies in her world, Cadence cried out joyfully as she once again reached her climax.

Twilight was watching over her brother’s strong body, and felt Shining suddenly sort of squeeze and throb around her. “I, oh Shining, I’m there!” she cried as her cock erupted.

Aroused and confused more than he had ever been in his life, Shining Armor groaned as Cadence writhed beneath her. As his body stiffened and his cock pulsed, He felt Twilight throbbing right along with him as he ejaculated into his wife!

When it was finally all over, Twilight nearly fell as she withdrew from her brother’s tightly gripping bottom. Not being able to help herself, she staggered over to the sink and made rapid work of washing her cock before it withdrew into her body.

She went back to Cadence, who just lay back on the table and panted. “Are you alright?” she asked softly.

“I’m fine, Twilight. I just want to rest like this, to keep most of your and your brother’s juice inside of me.”

Twilight giggled. “I think no matter what, enough of me will stay in to do the job.” She turned to her brother and Stood up as tall ash she could and kissed him. “What do you think, BBBFF?”

Gritting his teeth, Shining fought a fierce inner battle. “I think.” He said roughly. “I think I need a bathroom, and right now!”

“Oh Shining, I’m so sorry about that! I do make a lot!” Twilight thought fast. Shining had once proudly showed her the locker rooms the athletes would be using during the Equestria Games. It was the only Little Colts room she was familiar with in the castle. “Hold on!” she cried as she leaned her body against his.

In a flash, she had teleported him there with pin point precision. She looked around and shuddered. “Ew, what happened to modesty?” she asked as she looked at the row of ten “necessary” slots in the floor. “Every Little Fillies room I’ve ever used has privacy stalls! I’m just glad nopony else is here!” She smiled bashfully. “I better get going. I’m heading back to Cadence to keep her company. We’ll wait for you there, big brother.” With that, she vanished.

Shining Armor sighed as he carefully moved over a slot and crouched down a little. “I’m glad nopony else is here too.” He said with a slight smile, as his sister’s semen began to dribble out.

08 Trixie's Greatest Performance

My Little Pony: It's good to be the Princess

08: Trixie's Greatest Performance

By Honey Moon

"Shining, are you awake?" Twilight asked softly. Carefully avoiding the wet spot she reached over Cadence to gently tap a hoof against her brother's horn. He gave a flinch and opened his eyes. "Oh, you can't sleep either?"

"Twily, it's still night time." He grumbled. "Go to sleep!"

Twilight moaned. "How can I?" She couldn't help a grin. "I never knew Cadence snored!"

"Don't say anything about it, okay? It's one of the nine thousand nine hundred and ninety-nine things I love about her."

Twilight listened for a moment. The dainty nocturnal serenade did sound cute, but not when you were leaning against her while trying to sleep! "You're a good stallion, Shining Armor!" Twilight laughed, but hastily shoved a hoof in her mouth. "Oh, sorry." She said softly.

Shining's horn glowed, and the bedroom lamp illuminated. "Oh, don't worry. Watch this." He leaned over his soundly sleeping wife and shouted. "Honey, the bed is on fire!"

Cadence's horn glowed, and the water pitcher slowly lifted off of the nightstand. Scurrying over, Shining Armor hastily grabbed it with both fore hooves and put it back. "Good job sweetheart! You saved the linen!"

Twilight couldn't help giggling as the gentle snoring continued. "She didn't miss a note!"

"That's Cadence for ya! Once she's out, nothing short of Celestia raising the sun will get her up." He dropped his voice to a low whisper. "If I had said the Crystal Empire was under attack, your horn would spin at how fast she would be awake and assessing the situation." He laughed. "I only tried that once and nearly had to spend the rest of the night sleeping on the floor!"

Twilight looked at the sleeping princess and sighed. Her mane was in a shambles, her tail was matted with the semen still oozing from her body, and the serene smile she wore seemed to be leaking just a dainty amount of drool from one corner, but she still looked absolutely gorgeous. "I kinda wish she was awake though." Twilight said as her cock seemed to come out for a peek.

"She her sleep, Twily." He looked embarrassed. "We wore her out. How many times did you, um, you know?"

Twilight gave her brother a bashful look. "It sounds wrong to say it like this, but, um, I kept score. I had four turns, uh, and you had five."

"Kiddo, you got five turns." He shifted a little, easing his still sore bottom. "You just spent one on me."

"I'm sorry about that, big brother." She grinned. "You do believe it was just a silly misunderstanding, right?"

"Yeah, I believe you." He paused. "Give me some time, and, maybe we can try a rematch."

"You on me?" Twilight squeaked. "In, uh, that hole?"

"No Twily, I'd never do anything you didn't want me to do."

Twilight felt a tug at her conscience, and was once again extremely thankful that Rainbow had so completely forgiven her for losing control during that very eventful flight lesson. "I know you'd never hurt me, Shining." She said softly.

He sighed. "It's just that it felt kind of interesting, so maybe I might be willing to give it another go."

Twilight whimpered. "I wish you didn't say that." She sighed as her cock throbbed. "Now I'll never get to sleep!"

Shining stared at his sister as she sat there looking dejected, with her penis fiercely erect. He never dared to admit it to anypony, including himself, but once she started to mature into a mare, he found her to be very sexy. There had been a few watermelons he'd inadvertently called "Twily" in the heat of the moment. Such was his wife's love, that she never pointed out he still sometimes called out to his sister at rather passionate moments. Cadence understood, but it pleased her gentle soul immensely that Twilight's name did not come up even once during their honeymoon.

Adding a cock to her natural beauty gave her such an exciting exotic look. His own cock throbbed in sympathy. "Twily?" he asked softly. "Maybe we could give each other a hoof, if you get my meaning."

"You mean you'll give me a hoof job?" Her eyes opened wide. "I'd like that! I can't really do it to myself. It's too awkward. I've read that if you get somepony you trust to do it for you, it'll feel amazing!"

"Let's get this clear first, Kiddo!" He grinned down at his own erection. "I'll give you one, if you promise to return the favor. Agreed?"

"Agreed!"

The siblings carefully moved around the peacefully sleeping Cadence and settled themselves. "Shining, what's with this big bed?" Twilight asked as kept a nervous eye on her brother's cock, as if it was a snake about to get her.

"The Crystal ponies built it for Cadence." He sighed. "Because of King Sombra, they think all royals want beds big enough to throw parties on. Cadence doesn't have the heart to tell them otherwise."

Twilight smiled. "It sure came in handy last night."

"We could have invited, say, five of your friends and still had room for more."

"Shining Armor!" Twilight gasped before she started to laugh. He couldn't possibly know what had happened between her and her dearest friends. He would in a few months, but now wasn't the time. "Are you talking about the other wielders of the Elements of Harmony?"

"Did you know that the palace guards call you and your friends "Celestia's Angels"? All of you are simply beautiful!"

"They sure are." Twilight said with a happy sigh. "I'm just the cute one though."

He looked at her and his eyes opened wide. "You really believe that, don't you? Twily, you're lovely!"

"Really?"

Shining Armor leaned down a little, and gave his sister a kiss that would have shocked their parents. "Really." He said huskily, once his tongue was no longer in Twilight's mouth.

Twilight shivered, and felt the moisture growing between her hind legs. Uh oh! She had to distract herself before she grew tempted to give up her fiercely guarded maidenhood! "Shining, can you do this?" Without thinking, she leaned down low over herself, and gave the throbbing head of her cock a big sloppy kiss. She ended up over balancing and rolling onto her side. "Well, can you?" she laughed.

He almost toppled off of the bed. "Sweet Jumping Crabapples, why would I?' he gasped.

"Because it feels good, that's why."

"Well, everypony knows that fillies are more flexible than colts. I could never get my tongue to even touch mine."

She looked up at him and grinned. "Does that mean you tried, big brother?"

He looked stricken. "Uh, maybe." He finally whispered.

A wonderful and wicked thought entered her mind. "Shining, we could do each other. We could give each other a blowjob! Come on, it'll be exciting!"

Shining Armor was a leader among stallions, but he knew he could not resist that hopeful look in his sister's eyes. "I wouldn't do this for anypony but you, Twily!"

"Could you lie on your back, Shining?" Twilight giggled. "I want to be on top. Not that I don't trust you or anything." She gave her extended wings a flap. "These things might not want to go down for a while."

He couldn't help laughing. "Once we got to our room on our wedding night, Cadence knocked a few pictures off of the walls. It was so adorable how embarrassed she was when her wings wouldn't go down."

"Don't be mean, Shining!" Twilight laughed. "That's just the curse of the Pegasi." She paused, a silly grin on her face. "Sometimes it still just hits me. I'm a Pegasi now!" She somehow looked taller. "I'm a princess!"

"You've always been a princess to me." Shining Armor rolled onto his back. "Twily, wings look good on you." He laughed at his engorged cock. "They look damn good on you!"

Twilight daintily stepped over her prone brother. "Why thank you, kind sir!" She stared down at his penis, and gulped. She wasn't scared, she was drooling. How embarrassing was that?

Turning so she presented her hardness to Shining, Twilight gave his swollen cock a lick. "Oh wow, that tastes good." She exclaimed. "It's not as heavy and musky as mine is."

"Hey, what do you mean by that, sister dear?"

"Oh Shining, I'm so sorry! That came out wrong!"

He only laughed. Shining knew his sister wasn't commenting on his sterile condition, but it was just such fun to gently tease her. "Not all of us are just dripping with sperm, Kiddo!"

"Dripping?" Twilight grinned at her brother's laugh. "Ask Cadence if I only drip!"

"I don't have to." He moaned theatrically. "My poor rump will never be the same!"

Instead of answering, Twilight licked her brother's cock again. Nervously thinking about what had happened to Rainbow, Twilight ignored caution, and took that flat flaring head into her mouth. After a struggle of a few seconds, the head popped behind her teeth!

Shining Armor's moan was real this time. Cadence was becoming quite adept at using her mouth on him since their honeymoon. He had many times now found heaven in her greedy little mouth, but this was his kid sister doing it now! It was like some dream or secret forbidden fantasy. Twilight was "going down" on him! It was so wrong, but oh so very right! After a bit of deep soul searching, he carefully used his front hooves to guide his sister's hardness. Pausing to stare almost cross-eyed at her member, he accepted the head of her shaft into his own mouth.

Brother and sister remained motionless for quite a few minutes. They each had the other in their mouth, and that was not a moment to be taken lightly. A casual watcher would have noticed nothing at first. That is until Shining Armor's cheeks sort of went concave as he began to suck.

Nostrils flaring, Twilight mewled as she started to swirl her tongue against her brother's member. It was filling her mouth so much she could hardly do it! Judging by the odd guttural sounds he was making, he loved the intense feelings too! She experimented a little with sucking, and almost went wild when Shining Armor sucked her even harder!

Musky syrup was filling his mouth, and Shining Armor savored every drop. Surely this didn't count as coltcuddling, since Twilight is such a lovely and desirable mare! Some instinct made him try and please his sister even more. He reached up with his hooves, and tried to grab her rump. More of that massive shaft sank into his mouth, until the flat head rested flush against the opening of his throat.

Twilight wanted to tell her brother how good it felt to be so deep in is mouth. She pulled back a little, and froze. Uh-oh! Panic filled her. Afraid to try and take her own cock into her mouth, she had thought nothing of taking Shining Armor's. They were the same size! Oh no! She thought of Rainbow and shuddered. She was stuck! She couldn't open her mouth wide enough to let him back out!

Shining heard the sudden increase in his sister's heavy breathing, and felt her body trembling. It made him feel so good that his little sister enjoyed this so much. He decided to do his best for his beloved Twily. Cadence couldn't even do this, but he thought being bigger, he should have no trouble. Pulling at her with his hooves, Shining Armor relaxed himself just as much as her could. He managed to stuff a pillow under the back of his neck while tilting his head back at a more accommodating angle. The pressure increased until he felt sort of a pop as she entered his esophagus. He did it! He had given Twily his throat!

Twilight shivered in a strange mix of arousal and sheer panic. Shining Armor's cock was stuck in her mouth, and now she felt so good at the tight ring that seemed to be gripping her member tightly. She had to stop this! She pulled back a little to remove herself from his mouth so she could try to just wait it out for him to go soft. Twilight gurgled around he cock in her mouth. Her body froze at the tight feeling of pressure that prevented her from pulling out. Oh great! Now her cock was stuck too!

"Mumpth?" Shining Armor grunted as he felt the fullness in his throat. Too late, he remembered the fear that prevented his wife from attempting to "throat" him. Once the widely flaring head was in, it didn't seem to want to come back out! Twilight was locked in his throat! "Mmmm!" he said with a bit more urgency.

"Mmmumth!" Twilight answered as she gave her body a shake. Horse-apples, they really were stuck! They were knotted together almost like a couple of dogs! Somehow, she would have laughed if it weren't for the serious danger of drowning!

The siblings waited motionless for quite some time. This allowed Twilight to calm down a little and think. She produced some startlingly huge amounts of fluid. She had even needed to pause in their earlier lovemaking and hastily guzzle down a huge mug of milk, and gobble up quite a few apples when she started to feel a little lightheaded and drained from fluid loss. It was an Alicorn "thing" she had to accept and live with. Shining Armor was just a regular Unicorn Stallion. His ejaculate wasn't even adding much to Cadence's mess towards the end.

A wicked gleam came to her eyes. She didn't need to fear drowning like Rainbow had! Shining could probably give her only a mouthful or two at the most right now. He was also safe from her, sort of. The head of her cock was deep inside his esophagus. Her stuff wouldn't get into his airway and lungs. Twilight knew how much her brother could eat, and knew he would be safe from anything aside from maybe an upset tummy if she unleashed her full potential directly into his stomach. Twilight hunkered down lower and thrusting forward slowly slipped her cock even deeper!

Shining Armor instantly knew what his sister was up to. They would become loose from each other far quicker if they brought things to their logical conclusion! No coward, he relaxed to his sister as she slowly began to fuck his throat. That wasn't quite true. Shining didn't just relax. He started to once again suck and move his tongue against the cock trapped in his own mouth.

This was almost too intense! Twilight felt all for legs grow rubbery as she awkwardly tried to thrust into her brother. With a startled gurgle, she slipped! Falling forward onto her brother's body, she felt a weird sort of pop. She said something that sounded like "Glorp", and Shining Armor was in deep in throat!

They paused in surprise. Each had the other halfway down their throat. Fear didn't even enter their minds. The siblings ended up tightly wriggling against each other, as their mouths and throats worked to try and bring maximum pleasure.

Twilight couldn't help humping herself against her brother's panting face. To be fair, she took more and more of him until her muzzle was firmly against his loins. Somehow, the thought burned through her frazzled mind that Shining Armor had a superb view of her maidenhood, but luckily for her, his cock was otherwise occupied!

As they thrashed and moved against each other, the duo rolled over onto their sides. It was hard to think straight, but Shining Armor always had his sister's wellbeing at heart. As the pressure grew, he managed to plant a rear hoof firmly against Twilight's breastbone. Just as his cock throbbed to announce its release, Shining felt the shaft in his throat give an answering pulse. Hoping his semen would provide added lubrication, he gave his sister a very light shove just as his orgasm eased to a satisfied little dribble.

Twilight was nearly going insane! She was climaxing, and it felt like Shining was too! Suddenly, with a sudden tugging pull, she was free! "Big brother!" she croaked thickly as her cock pumped ribbon after ribbon of her thick warm fluid deep into his belly.

Shining was having trouble breathing. Firing off a load down Twilight's throat had felt incredible. How must it feel for her? She just wasn't stopping! How could any pony take ejaculating this much? How could he take it? He could feel warm thick liquid sloshing in to fill his belly as she whinnied and moaned.

When it was finally all over, the siblings lay next to each other gasping and panting. Sated, Twilight's cock went limp and sort of slithered out of his mouth as it receded into her body. "Twily." He coughed and cleared his throat. "Twily, are you alright?"

She looked a bit dazed, but Twilight couldn't help a big goofy grin. "BBBFF, that was amazing!" She said hoarsely. "I think we better not try that again though. How do you feel?"

He opened his mouth to answer, and what must have been a record breaking belch escaped instead. He cleared his, throat feeling like he just spent hours cheering on his favorite Polo team. "I'm okay, Kiddo, but I feel like I single hoofedly ate a whole wedding banquet!" He laughed. "Twily, I am never letting you take my cock in throat again. You're simply too little for that and could get hurt." He cleared his throat again. "That's clearly a job for a stallion."

"Shining, do you mean what I think you mean?"

"Twily, next time you're using the Phantom Mare's lubricant, and a lot of it, when you go down my throat." His horn flared and the light dimmed. "Now go to sleep!"

It had been a wonderful two days. Twilight never felt this close to her beloved BBBFF, and Cadence was even more like a cherished big sister than ever. The three had hardly left the royal bedchamber at all during her visit. It made Twilight's heart swell with love to know that she was no longer assigned the official visiting dignitary's suite in the Crystal Castle. From now on whenever she dropped in, she would be sleeping with Cadence and Shining Armor in their nice big bed!

Twilight didn't know how she could report on things, other than to send Princess Celestia a normal sounding scroll. It felt like lying, only telling of how Cadence was successfully bred, and would soon be announcing the wonderful news to the entire Crystal Empire. Still, Princess Celestia had said private things were private. Twilight sure didn't want word getting around on what she and her beloved brother had done with his amazing wife!

Yawning, Twilight settled down as the train pulled from Crystal Empire station. Since she was just a day or so from going into heat, Twilight rode in the mare's only car. She was pleased to see she shared it with only a single cloaked and hooded mare that obviously wanted her privacy. She'd be able to relax without worrying about rebuffing romantically inclined stallions wishing the prestige of siring a foal on an actual princess. Twilight smiled to herself. Her little secret left her with no need of stallions, except for her practically perfect BBBFF that is! Someday, she might even let him do "that", if she worked up the courage. After all, there was no need to worry about a foal from him!

She was just slipping off into a relaxing nap when she was jolted awake. "The Great and Powerful Trixie knew it was you, Twilight Sparkle!" The show pony shouted as she dramatically tossed her hooded cloak aside to reveal her normal cape and hat. "What an opportune meeting!" Moving across the car to sit with Twilight, Trixie continued. "As you know Trixie is completely reformed and only wishes to extend the hoof of friendship."

"Yes Trixie, I know." Twilight smiled. "What have you been doing in the Crystal Empire?"

"The Crystal ponies love Trixie!" She announced gleefully. "Trixie has renegotiated her contract, and will soon play before Princess Cadence in a command performance!"

"That's wonderful!"

"Trixie knows this, Twilight Sparkle!" She smiled. "There is just one minor detail that must be discussed."

Twilight looked Trixie over. She did look pretty great! Twilight always did like her mane. It was such a fair and fine pale blue it almost shimmered like silver. It went so well with her light blue coat. Rarity thought the style a bit overblown, but Twilight thought she looked adorable in her hat and cape. She bit her tongue to distract herself when she felt a little warning twinge as her penis grew interested. "Soooo" she said slowly while she composed herself. "What did you want to talk about, Trixie?"

"Twilight Sparkle, you simply must take Trixie on!"

"Take you on?" Twilight fought down an unwanted shiver. Forcing naughty thoughts from her mind, she glared at her former nemesis. "What do you mean, take you on?"

Trixie sighed, and spoke almost like a normal pony. "Through some oversight obviously not her fault, Princess Celestia has not answered any of my scrolls." She lifted a hoof and adjusted her pointed hat before continuing in her normal voice. "Surely Celestia has told you she approves of our wonderful plan! You are to teach Trixie everything she needs to know to become The Great and Powerful Princess Trixie!"

"Oh dear." Twilight sighed. Not this again! Trixie had been following her everywhere trying to become a sort of princess apprentice. Sometimes Twilight actually thought that Trixie was easier to cope with as an enemy, than as a friend! She thought she would be safe from Trixie and her campaign while riding the rails. She glanced out the window and couldn't help herself. "I thought you didn't trust wheels."

The show pony looked a little nervous as she followed Twilight's gaze. Up around the bend, she could see the engine. Steam flashed as the drivers pumped furiously to turn the mighty wheels. She gulped. "After her community service term was through and Trixie had repaid her debt to Ponyville society, Trixie spent an awful lot of bits to talk to somepony twice a week. Wheels no longer are an issue for the Great and Powerful Trixie!"

"Wheels were never the major issue." Twilight whispered.

"What was that? The Great and Powerful Trixie did not hear."

"I, uh, I said I was trying to take a nap." Twilight sighed. Trixie wasn't so bad once you get to know her. It would be mean to insult her. She smiled kindly. "Can we talk later?"

"Trixie will wait right here."

It took some time for Twilight to fall asleep. Any time she opened an eye to peek, Trixie smiled in hopes of continuing to try and become a princess disciple. In the end, she nodded off.

Strangely erotic images of brining the Phantom Mare to "Show and Tell" back in Magic Kindergarten rapidly faded away to the sound of an angry shout. "Twilight Sparkle, was not being a princess enough to hold over Trixie?"

Twilight looked up groggily. "Huh, what was that?"

Trixie pointed rather dramatically with a hoof. "Being an Alicorn was not enough for you, was it, Twilight Sparkle? You had to go and rub Trixie's face in the fact that you are also a futanari!"

Twilight looked down and gulped. She had a serious case of Morning Glory, and it was almost afternoon! "Rub your face with, uh, I mean I do apologize." She said meekly while rolling over to try and hide her organ under her body. "It, it'll go down after a while."

"This is intolerable!" Trixie shouted. "Trixie has accepted that somehow you had stumbled your way into becoming a princess. Trixie, with time is sure she can repeat that! How dare you raise the bar and become a futanari just to spite The Great and Powerful Trixie!"

"Wait, I didn't do anything! It just happened! Don't you know anything about Pegasi? It sometimes happens if there aren't enough males in the community! There were only three known Alicorns in all of Equestria before my ascension! I, um, I adapted before I could prevent it!"

Trixie looked shocked. "Twilight Sparkle, you are at it again! How dare you throw your rare and special status into Trixie's face like that?"

Twilight clapped a hoof to her face. "I, I can teach you how to learn the ways of friendship, Trixie! Who knows? Maybe that will help you!" She couldn't help a little addendum. "Celestia knows it couldn't hurt!"

"So, now you say that The Great and Powerful Trixie is beyond learning about friendship?" Trixie snorted. "Twilight Sparkle, it is only my friendship for you that prevents me from destroying you!"

"Lucky me." Twilight whimpered. "Trixie, just take it easy."

"Trixie will take it, and it will be easy!"

"Just what do you mean by that?"

"By all the lore, there is only one way to claim the power of a futanari princess!"

Twilight tried to ignore her cock as it throbbed. Trixie in a full blown snit was somehow rather exciting. "What are you talking about?" she asked worriedly.

"The only way to claim the power of a futanari princess is to force the futanari princess to give you her gift!"

Twilight thought back on all the reading she had done on the subject since her cock grew. "What, you can't mean that! Trixie, that's an old mare's tale from before the dawn of the preclassical age! There's no truth to it! It's been debunked! Ponies only thought that because we, um, they were so exceedingly rare! Rare things are always said to bring power to those who finally possess them!"

"Again, you brag!" Trixie shouted angrily, mind grasping just the latter half of Twilight's statement. "Trixie knows how rare and precious a true princess is! That is why you must give up your gift! The Great and Powerful Trixie shall use your prod to become an Alicorn too!"

Twilight felt panic rising. Why wasn't she listening? A stray thought suddenly rose to vivid prominence. Trixie had also boarded the mare's only car! She took a casual sniff. Oh horsefeathers! Trixie was angry and in heat! Why was that combination so exciting? She got off of her couch and backed away from Trixie, trying to will her uncooperative cock to go flaccid. "The only gift I'd give you is one you are hardly expecting!"

Trixie followed Twilight across the car. "Give Trixie your gift, Twilight Sparkle! Once you do, within the year Trixie shall be a princess too!"

"You'll sure be something in just eleven months!" Twilight said nervously. What could she do? She was trying to keep the part of her that wanted to just simply mount Trixie at bay. She had to fight her own urges. There was no telling what the pony would do if she ended up with foal! Twilight didn't want to send Trixie back into that dark vengeful life again. Trixie may be a big pain in the flanks sometimes, but she couldn't do that to a friend! "Trixie, let's think this through!"

Grinning, Trixie crept closer. "Twilight Sparkle, it is obvious you know Trixie shall triumph! Like a compass leading north, your futanari prod can not help but point at greatness!"

Twilight backed up. "I just wake up like that sometimes!" she protested. "Well, a lot of the time, maybe most of the time, but it's normal!" Looking around, Twilight shivered. Wouldn't you know the conductor decided to give a princess some privacy? Since there was no help coming, Twilight decided to make a getaway. Her horn glowed as she cleared her mind to teleport.

Trixie sprang on her. "None of that, Twilight Sparkle!" she said while throwing her front legs around the startled pony's middle. "Trixie grants that your teleportation spell is second to none, but if you use it, Trixie will only travel with you!"

Twilight heard a click and felt something cold grip her right foreleg just above the fetlock. "What are you doing?" she gasped, looking down at the length of sturdy chain now binding her to Trixie's leg. This was just perfect! She wasn't sure what would happen if one were to teleport while chained, but she was quite certain it wouldn't feel pleasant. "Trixie, this isn't funny! Why are you even traveling with a lock and chain anyway?"

"Trixie's repertoire now includes escapology." She paused and looked puzzled. "There has been slight yet distinct increase in colt and unwed stallion attendance since she started asking for audience volunteers to chain her up."

"Gee, I wonder why?" Twilight said woodenly. She fought to keep images of Trixie bound in chains out of her mind. Perhaps there would even be a large red rubber bit wedged tightly between her teeth, like Tulip Bloom the maid was forced to endure in the classic Mistress Unicorn Whip novel, "Rode Hard and Put Away Wet". She shook her head. "A joke is a joke, Trixie. Now unlock me this instant!"

"Trixie may not have mastered teleportation yet, but she knows that a physical restraint will keep you right where Trixie wants you. Now give Trixie your gift!" She nuzzled her face against Twilight's and swiped her tongue against the startled Alicorn's nose.

With a little yip of surprise, Twilight sprang back. "Now wait just a minute!" she gasped. "We don't know each other that well!"

"Oh, but we will, Twilight Sparkle. We will know each other quite well once I receive your gift!"

Twilight tried to gallop but got tangled up in the length of chain connecting them. Trying to use her wings to compensate seemed to make matters worse. She lifted from the floor successfully, but the drag made her swing wildly off course. With a stunning lack of grace, the tug of the chain on her fetlock inverted her. Hooves over tail, Twilight flipped, to land flat on her back between two passenger couches.

Trixie stared down at her. "Twilight, did you hurt yourself?" she asked, concern clear in her voice.

"The only thing injured was my pride." Twilight said as her rump ached a bit from impacting with the floor. She struggled a bit. "Um, can I have a little help here?" she asked, as her wingtips wriggled while pinned to her sides between the seats. "I'm glad this didn't happen at the coronation!"

"Thank goodness you aren't hurt!" The show pony stared at the penis standing proud from Twilight's body. "The Great and Powerful Trixie shall be on top!"

"What? No! No you won't! Trixie, you have to calm down!" Twilight cried. "Oh horse apples, I have to calm down!"

"Oh, is Twilight Sparkle all excited over the thought of finally using her futanari prod?" She smiled, but it held an odd sort of frightened look. "It is well that The Great and Powerful Trixie is a maiden. She will give something precious in return for the gift of a futanari princess!"

Twilight gulped. Trixie is a maiden! Her heart pounded at the thought. "Oh, I wish you hadn't said that!" she moaned as a clear droplet of fluid oozed from her cock to slowly run down its quivering length. "I really wish you hadn't said that!"

"Thanks to your goodie-goodie nature, this moment belongs to Trixie!"

"What do you mean by that?" Twilight cried, while trying not to stare up at the lovely pony in the pointed hat.

"Trixie knows that Miss Perfect Princess would never stoop to shocking any of her subjects with a mere crude act of biology." She laughed. "You will always remember your first time, Twilight Sparkle. The Great and Powerful Trixie shall, how do the young colts put it? Ah yes, pop your cherry!"

"But I'm not a" Twilight clamped her mouth shut. What if Trixie thought she was bragging about conquests if she declared that she was no longer a maiden? Well, at least when it came to mounting and impregnating mares, that is. "No, you can't! Trixie, think about this!"

"Trixie has thought about it. The pony moved forward over Twilight. They both moaned as the head of the rigid cock dragged over Trixie's tummy. "You will see, Princess Twilight Sparkle. The Great and Powerful Trixie shall make a far better princess than you!"

"Don't do it! Don't do it!" Twilight whimpered as magic other than her own gently grasped her cock. "I, I'll levitate you!" she gasped, knowing the threat was false. "Trixie, we can't do, oh no!" Watching, she did nothin to stop herself from pressing into the tight body of her former opponent.

"Sparkle, you're big!" Trixie gasped. "You're filling me, um, it, it is nothing to The Great, huh-huh, and Powerful, uh, Trixie though!"

"We have to stop!" Twilight moaned as she slowly slid deeper and deeper into delicious snug warmth. "Trixie, I, I said no!" Rainbow Dash entered Twilight's mind, and she felt a brief stab of shame even as she said the words. "N-No means no!"

Mewling softly, Trixie backed up and lowered her hind quarters until she had completely engulfed the throbbing shaft with her body. "Nopony told Trixie!" the pony panted as her body tried to accustom itself to the huge presence within. "This, this is wonderful!"

Clamping her teeth tightly together, Twilight desperately tried to ignore the glorious feeling of a warm and fertile mare sheathing her hardness. "I, I will not ejaculate." She hissed. "I will not give you anything, Trixie!"

"This is so nice!" Trixie said in a rather unaccustomed soft voice. "I, I like this, Sparkle!"

"No, don't move!" Twilight wailed as Trixie gave her hindquarters a little shimmy, before she began to ride the thick shaft impaling her.

Twilight's horn glowed, but then faded without attempting to dislodge her eager lover. She was only equine, after all. "Trixie, I have a gift to give you" she cried as the lovely mage moved over her. "But it isn't what you want!"

Pointed hat low over one eye, Trixie was moving rather fast now. "This, this is good! This is so good, Sparkle dear!"

"Sparkle dear?" Twilight cried. "Trixie, snap out of it!"

"Trixie, uh, I, I want your gift!" Trixie leaned down and kissed Twilight.

There was nothing she could do. For the first time, Twilight lost in battle against The Great and Powerful Trixie. Losing felt like winning, as a lovely pony made such eager and frantic love to her! Moaning, Twilight let her tongue play over good strong teeth. She nearly whinnied in delight when Trixie let her tongue slip into her mouth.

Trixie felt like she was losing her mind. Her hat fell completely from her head, and her shimmering mane swirled around her face as she writhed on top of an actual princess! "Your gift!" she wailed as she broke her very first kiss. "I need your gift, Sparkle darling!"

Twilight was fighting it, but the pressure was growing and spreading deep in her body. "Trixie, get off right now!" she hissed through clenched teeth. "I, I can't hold it back much longer!"

Trixie was beyond listening. Had anypony ever told this uppity princess just how adorable she was? She panted wildly as her movements grew more frantic. "Oh, oh Sparkle dear! Give it now! I, I want, I'm cumming!"

That was it. Twilight cried out wordlessly as she suddenly started thrusting powerfully upward to meet Trixie's wild humping and rolling. She reached that abyss, and toppled right over the edge! She couldn't stop it, and wasn't even sure she wanted to any more. Twilight's whole body throbbed! Her cock jerked as fluid boiled up the shaft to burst into Trixie's quivering body! She was inseminating Trixie, and it was wonderful!

As with most ponies after making passionate love, thinking resumed as heart rates slowed back to normal. Twilight and Trixie stared at each other, suddenly both feeling rather uneasy.

"Sparkle dear." She took a deep breath and started over in a much firmer and louder voice. Twilight Sparkle, The Great and Powerful Trixie thinks she may have heard you say something a few moments ago." Looking rather worried, she continued. "Did Trixie hear you use the word debunked?"

Smiling apologetically, Twilight nodded. "Yes, that old mare's tale about "A Princess's Gift" was debunked, several centuries ago."

"Trixie had acquired a very old book by Starswirl the Bearded." She looked sheepish. "Part of it was damaged, and she never could locate another copy."

"It was titled "Legends Lore and Magic", right?"

Trixie nodded. "That is the volume."

You read the chapter on futanari?"

"Yes."

"I take it the next chapter "Decoding the Mythos" was missing?"

"Trixie's volume ended rather abruptly after the lore of the futanari princess."

"Oh." Twilight smiled weakly. "You should have come to me. I have an intact copy in the library's reference section."

Trixie slowly moved off of Twilight. She cringed at the sloppy slurp noise when the softening shaft slipped from her body. She grimaced at the sudden warmth of gooey fluid running down the insides of both her hind legs. "Was the old mare's tale about the virility of a princess's seed debunked as well?"

"I'm afraid not. That one is actually true." Twilight sighed. "I have an absurdly high sperm count. It's been, um, sort of confirmed by a specialist. If a mare is in her season, I, uh, I mean a princess will, uh, I guess you know the rest."

"When Trixie saw your prod while you slumbered, she thought a foal was just a small price to pay when compared to becoming a princess." She said quietly.

"I, um, I am so very sorry." Twilight whispered.

Trixie snatched up her hat and crammed it back on her head. Without uttering another word, she stomped across the car until stopped short by the chain. Her horn glowed and a key lifted from her cape. With an exasperated sigh, she unlocked the shackle around her leg. Trixie then moved just as far from Twilight as she could within the confines of the car, leaving the key and chain behind.

Twilight whimpered as her cock went limp and withdrew into her body. She watched as Trixie snuggled back into her heavy traveling cloak, and heard a very quiet sniff as if somepony were trying not to cry. "Now what am I supposed to do?" she whispered. She unlocked the chain, coiled it, and placed it neatly on a seat. "What if Trixie goes totally crazy and tries to destroy Ponyville?"

Not being able to tolerate the mess she had caused, Twilight searched the car. She managed to find a mop and bucket hidden in a small closet. The princess's horn glowed. Twilight send the mop about the car, cleaning up the trail of semen Trixie had left as she stormed away. It was going to be a long ride home.

"Canterlot Station!" The conductor called as he poked his head into the car. He looked suddenly sheepish as Twilight jolted awake from her uneasy nap. "Do forgive me, Princess." He said before hastily closing the door behind him.

Trixie glared at the door. "What is Trixie, leftover hay chaff? Your bellow almost caused her to have a heart attack!"

"Would you like me to say something to him about being rude to passengers?" Twilight asked in a small voice.

"Don't bother yourself…Princess!"

Twilight cringed. How had Trixie managed to fit so much contempt into just one word? "I, I just offered to be polite." She whispered.

Trixie stormed over to stand next to Twilight. The effect was somewhat spoiled by the pony keeping her travel cloak sort of tucked up between her hind legs to avoid further seepage. "So now Twilight Sparkle wants to be polite?"

"Trixie, what are you talking about?" Twilight asked somewhat fearfully. The fear turned to confusion when Trixie's anger seemed to melt away, and a hint of a smile softened her stern look. "I always try to be polite." She added softly.

"The Great and Powerful Trixie thought it quite rude when you would not pull out."

"Huh?" Twilight gasped.

"When Trixie agreed to role-play that she was so silly and foolish that she would believe old and outdated folktales, she only did so in the belief that Twilight Sparkle would remain true to her word and withdraw before she released her issue!"

"But, but, Trixie, it was all you!" Twilight stammered.

"The Great and Powerful Trixie has a very busy performance schedule. She will have to rearrange many performances and appearances in order to take some time off for her blessed event."

"Uh, you, you aren't angry any more?"

"Twilight Sparkle, Trixie would have eventually broken down to all of your begging and granted you the glorious gift of a foal from my body. You did not need to resort to trickery."

This was very weird, and Twilight surely hoped it wouldn't lead to trouble in the future. If this was how Trixie chose to deal with it though, it wouldn't hurt her to play along a little. "I'm sorry Trixie, I, um, I just couldn't help myself. Your role-playing was so convincing that I got lost in the moment."

Trixie laughed. "That s understandable, Sparkle. Trixie is an exceptional performer, after all. It is only logical that you would want to cross your bloodline with that of The Great and Powerful Trixie! Our foal is surely destined to be even Greater than I!" Her smile broadened. "Let us speak no more about your impetuous nature."

"Uh, okay Trixie. I'll never mention it again!"

When the train pulled into the station, Trixie turned to Twilight and gave her a kiss. "In two weeks Trixie is doing a show in Ponyville." She licked Twilight's nose again. "She will be staying with you at your quaint library, dearest Sparkle."

Twilight watched as Trixie headed off, head held high, and cloak bunched up between her legs. The princess had a silly smile on her face, and fought to keep her cock from emerging. "It's a date." She whispered.

09 Luna Repays a Debt

My Little Pony: It's good to be the Princess

09: Luna Repays a Debt

By Honey Moon

"Twilight Sparkle!" Twilight tore her eyes away from the receding Trixie and found Rarity approaching her on the platform.

"Hello Rarity. Is anything exciting happening in the fashion district?" Twilight asked with a smile.

"Never mind that darling. Was that Trixie of all ponies, exiting the car ahead of you?"

"Uh, yes, yes it was." Twilight felt suddenly uneasy. "We talked."

"I would say that more than talk went on, since no other pony emerged from the car." Rarity tossed her mane in Trixie's direction. "That mare has been freshly plucked, if I am any judge."

"What do you mean?" Twilight said, in what she hoped was a fairly normal voice.

"Do not play innocent with me, Princess Twilight Sparkle." Rarity sighed. "You made love to that vindictive little show off."

"Rarity, not so loud!" Twilight looked around and hoped nopony passing had heard. "It wasn't like that!"

Rarity's eyes seemed to flash blue fire. "What was it like? Tell me what would cause somepony to ruin the lines of a perfectly lovely travel cloak, by shuffling along with it wedged between her hind legs?"

Twilight gulped. "Rarity, it was just something that happened! I, I don't think I should talk about it!"

"Tell me, tell me, tell me!" Rarity batted her eyes. "Please tell me?" she said in a softer voice.

"You, you aren't angry?"

"Darling, why should I be angry?" She grinned. "If I were to be angry, it would be over the fact that I was last among our friends to experience the real you!"

"Last, but certainly not least." Twilight said with a bashful grin.

Rarity sniffed. "Certainly not the last I should say, judging by Trixie's canter. Now tell me everything. Inquiring ponies want to know!"

"Okay okay!" Twilight laughed. "Just let's get away from here." She said as various ponies rushed to make the next train.

"I was heading back to Ponyville, but I suppose I could take a later train." Rarity said as she led Twilight away from the crowds.

A short time later at a quaint sidewalk café, Rarity took a dainty sip of her mint Julep, only to hastily spit it out. "She tied you up? What cheek! How dare that loudmouth stage magician ruffian tie up a princess!"

It was only a hay smoothie, since Twilight had secretly vowed never to drink again, but it went down wrong and nearly choked her. "Not so loud!" she gasped. Trixie didn't tie me up. It was only one shackle on one leg!"

"Did she try to force a rubber bit between your teeth?" Somehow Rarity sounded a little hopeful. "Did she blindfold you?"

"No, she didn't treat me like Tulip Bloom the maid!" Twilight froze. She hadn't meant to say that!

"Tulip Bloom the maid?" Rarity took a thoughtful sip of her drink. "I did not think "Rode Hard and Put Away Wet" was one of Mistress Unicorn Whip's best works, but it was certainly well worth reading on a rainy night."

"You, you read books like that?"

"Darling, I adore a good romance!" She smiled sweetly. "I also adore a good smutty tale from time to time."

"You do?" Twilight felt her cock stir. She had to fight to keep it from emerging. "Do you, uh, do you do anything, um, while reading them?"

"Why Twilight, whatever are you asking me?" Rarity said with a grin.

"Um, never mind. That was rude."

"Of course I do something while reading." Rarity laughed. "You show me a mare who says she doesn't masturbate, and I'll show you a mare that is lying through her teeth."

A nearby waiter walked into a table and went down with a crash.

Twilight felt quite flush. "Maybe we should change the subject." She said quietly.

"Maybe we should change the venue." Rarity said with a wink.

Twilight felt a grin spread over her face. "What did you have in mind, Rarity?"

"Lately Princess Celestia has been letting me stay in the palace when in Canterlot on business, but I know a lovely little spot near here where two ponies can find a little privacy. Would you like to accompany me, Twilight?"

Bashfully trying to keep her wings from spreading, Twilight nodded. "Yes Rarity. I would love to!"

The lovely "little" spot turned out to be the Marritrot hotel. Rarity trotted in as if she owned the place. She didn't even have to approach the registration desk. A smiling pony in a red blazer rushed over. "Miss Rarity, we have not seen you in some time." He noticed Twilight, and bowed so deeply his muzzle nearly struck the gleaming marble floor. "Princess, it is an honor!"

"Uh, hello." Twilight said softly. "You, you have a lovely place here."

The smiling pony reared up on his hind legs and thumped his fore hooves together. "Front!"

A lovely pony wearing a cute little red cap galloped right over and bowed with a bit more grace than her boss had. "Princes, Miss Rarity, may I take your luggage?"

Twilight looked at the empty floor around them, and felt flustered. "Um, we, we don't seem to have any."

The manager beamed as if he hadn't heard this embarrassing admission. "Snow Opal, I want you to show Miss Rarity and her esteemed friend to the Royal suite!"

The red capped pony with the white mane and raven black coat led the way with a sexy swish of her tail. "Come this way, ladies. I hope your stay with us will be enjoyable."

Twilight leaned closer to Rarity and whispered. "They'll know why we came here!" she hissed. "Ponies might talk!"

"Darling, the Marritrot would never stand for anything like that. They have a reputation of having no reputation." She spoke up. "Snow Opal, what is the unofficial slogan of this fine establishment?"

The bell pony didn't even break stride. "What happens in the Marritrot stays in the Marritrot."

Rarity giggled. "You see, Twilight. Exclusivity is well worth the price."

"Rarity, that doesn't mean she, um, Snow Opal, won't suspect!" Twilight hissed.

Once the elevator door closed, Rarity moved a little closer to Snow Opal, and gave the pony quite a loving kiss. The contrast of Rarity's pure white coat with Snow Opal's deep shimmering black was breathtaking. Twilight lost part of the battle, and her wings spread as she desperately tried to keep her cock from emerging. "Um, I, I guess you two know each other?"

Rarity grinned. "Snow Opal has modeled for me in several important shows. We've spent some lovely times together after the lights have dimmed and the crowds have gone home."

Snow Opal smiled. "Princess, you never have to worry about me being indiscreet."

"Thank you, Snow Opal." Twilight smiled shyly. "Why aren't you modeling any more, if you don't mind my asking?"

Rarity giggled. "She's only working here while taking a little time off. Aren't you, dear?"

Snow Opal smiled. "I'm four months along, Princess. Miss Rarity introduced me to Hoity Toity, and things got a little complicated back stage."

Twilight dared to look, and could see a gentle swell to the pony's tummy. "Congratulations, Snow Opal!" She said, as she felt the urges growing within her. Even if she hadn't sired the foal, knowing that the gorgeous pony was pregnant thrilled her. "Um, is everything okay?" she asked cautiously. "Why is somepony with a spotlight as a cutie mark working in a hotel instead of modeling?"

"Oh, everything is fine!" Snow Opal grinned. "Hoity dear is a bit old fashioned, and put his hoof down. The silly stallion actually refused to let his pregnant future wife trot the catwalk." She giggled. "He's going crazy knowing what I'm doing now!"

"Darling, he's tearing his mane out." Rarity laughed. "Give him another few days, and he'll be begging you to model again!"

"I hope I can last that long." Snow Opal smiled coyly. "Hoity is one stallion that knows how to treat a mare," She giggled. "And stallions too."

Rarity watched Twilight watching Snow Opal show them the suite. "Naughty girl, save that for me." She whispered as the tip of Twilight's cock emerged. "Snow Opal has decided to remain monogamous since Hoity dear popped the question after forbidding her to model."

"And she said yes after he ruined her career?" Twilight asked in confusion.

Rarity smiled. "It's love, darling. Of course it's complicated."

Twilight clamped her teeth together and used sheer willpower to hold on as the graceful ebony vision finished up, laughingly refused a tip from Rarity, and left the room. She sighed as the door closed, and her cock emerged in a rush. "Oh Rarity, I can't wait until you're showing!" she gasped.

Rarity raised an eyebrow and gave Twilight her best haughty look. It was one she had honed to perfection. "I am not looking forward to becoming so big and ungainly."

Twilight rushed to her side and gave Rarity a kiss. "No, you'll be more beautiful than ever! All of you will!"

"I see." She couldn't keep up the charade and giggled. "Why, I do believe that somepony has a rather pronounced pregnancy fetish. What do you think, Twilight? Are you really looking forward to seeing me start to waddle when our foal grows big and healthy?"

Twilight looked bashful. "I, um, sorry Rarity, I think it's a futanari thing. I get all warm inside when I think about my friends walking around with a foal inside of them. I just can't wait until I can actually see your tummies grow!"

"I was keeping it a secret, but I shall tell you. I am planning an exciting new line in all that is chic for the expectant mare to wear. One should have elegant garments to accentuate that lovely glow and firm swell of the tummy, wouldn't you say so?"

Twilight nodded, a drop of clear fluid dripping from her bobbling cock to spatter on the floor. "Oh yes, Rarity. I agree completely!"

Rarity looked thoughtfully at Twilight's eager expression, and smiled. "Fluttershy is such an innocent; it is going to be a pleasure to design things for her as her belly grows." When Twilight moaned, Rarity giggled. "I suspected you would enjoy that thought, darling. I have some wonderful ideas for my Applejack as well. I only hope I can convince her to wear them."

"Oh Rarity!" Twilight whispered in what sounded like pure delight. "You all will grow more beautiful with every passing day! I'll be surrounded by the most beautiful mares in all of Equestria! What will I ever do?"

Rarity tilted her head to the side as she pretended to ponder the thought. "I, for one, do not think it will entail you getting much sleep, Twilight." She laughed. "Do you think you can keep five lovely mares satisfied?"

"Oh yes!" Twilight laughed. "I am certain I can." She giggled. "I'm a princess, after all!"

"Well, I'm certainly happy to hear you finally embracing your royal nature!"

Twilight actually took a step back. "I, I didn't mean it like that!"

"Oh hush, Princess!" Rarity smiled as she headed towards one of the suite's bedrooms. "I must go and prepare. I will inform you of when you are permitted to enter. Oh, and Twilight? No teleporting!" The door closed and the lock clicked.

Twilight waited impatiently, trying to ignore the throb of her cock. "What is she up to?" she wondered. "How is Rarity preparing herself?" She whinnied softly. "I hope she hurries!"

The doorknob suddenly began to glow, and Twilight heard a sharp click was the lock released. She timidly put a hoof against the door and gave it a little nudge. "Oh my goodness!" she gasped.

Rarity was delightfully arranged on the bed. All the pillows and cushions of the bedroom were piled up under her body, lifting her hindquarters rather invitingly. As Twilight watched, a sash lifted from the curtains and drifted over. Rarity stretched out a foreleg. Horn glowing, the sash bound itself around her fetlock, while the other end tied itself to the headboard. Her rear hooves were inches up off of the floor, and other ties secured them to the posts of the bed. Her hind legs were spread delightfully obscenely wide!

Rarity had secured herself to the bed! She was tied just like the description of how Tulip Bloom the maid was in the final chapter of "Rode Hard and Put Away Wet"! Twilight moaned. "Oh Rarity, this is so exciting!"

"Twilight darling, do you know what a safe word is?"

"I do!" she said excitedly. "I read about it. It's when lovers want to try something new. They pick a word, and if either pony says it, everything stops."

"Our safe word is egghead." Rarity giggled. "I think Rainbow would approve of that, don't you agree?"

Nodding, Twilight had to swallow before she drooled on the floor. "I, I think she would." She took a deep breath. "Rarity, I promise that if you say egghead, I will back right off. You don't have a thing to worry about!"

"I know darling." Rarity took a deep breath. "How did I get like this?" she asked in a rather overdramatic attempt at a timid little voice. "Oh, what is to become of me?"

Twilight was beginning to tremble with excitement. "Tulip Bloom, you wicked little filly. I, um, I shall teach you to make eyes at my husband!" Her horn glowed. A towel drifted in from the bathroom, and Twilight gave it a twirl to let it twist into a tight almost ropelike cord. With a snap, the very tip struck Rarity, right on the cutie mark.

Rarity jumped, and it was not acting. She hadn't expected Twilight to fall into character as the evil mare Darklace so quickly, and certainly not with such force! "Please Mistress!" she gasped. "Lord Quarry approached me! He wished to force suit on me!"

"I find that difficult to believe!" Twilight said, trying to keep from laughing with glee. Oh my, but role-playing was such fun! "What stallion would turn to a simple chambermaid if married to the most beautiful Unicorn in Equestria?" She gave Rarity's rump another crack with the twisted towel, and guiltily let the towel drop to the floor. She hadn't meant to strike that hard! Rarity' little gasping moan sounded entirely too realistic!

Opening her mouth, Rarity came within a breath of uttering the safe word. Instead, she tried to keep in character. "Mistress, I speak only the truth!"

"You need a lesson, you little harlot!" This was a little weird, but Twilight went ahead anyway. "Guard, guard!" she cried. "Please accept this small token of my esteem for services rendered." She intoned, thinking about the very erotic scene where Darklace seduced the guard while her husband lay in a stupor after too much drink. "This creature is yours to do with as you see fit."

Twilight cleared her throat. "Yes ma'am! You are too kind, ma'am!" she said, trying and failing to sound like a stallion.

Rarity blinked. She didn't remember Darklace giving a guard such a reward. The book had ended with Tulip Bloom begging for release. "Please, just untie me." She whimpered, suddenly feeling a little insecure.

Trembling in excitement, Twilight gazed lovingly at Rarity's perfectly formed rump. Her horn glowed, and Rarity's lovely tail lifted to point directly at the ceiling. "Brace yourself, my proud beauty." She said in her gruff stallion voice. "Lord Quarry is a mere colt compared to me!" Scrambling over her prone friend, Twilight rather roughly pressed the head of her cock against that exquisite warmth. She rammed in swiftly, thrilling at the sudden tightness around her throbbing member.

Rarity wasn't acting when she let out a little squeal. What was Twilight doing? There was no guard claiming poor Tulip Bloom in "Rode Hard and Put Away Wet"! She trembled as Twilight's huge member began to saw in and out of her. "Please guard, have mercy on me!" she cried as waves of pleasure washed over her.

"Rarity, the guard's name is Lance Point, don't you remember?" Twilight cleared her throat. "My little toy, I am giving you my mercy! Old Lord Quarry can not please the mares the way I do!"

Eyes wide, Rarity gave serious thought to using the safe word. What was Twilight doing? All of this was new! Her heart fluttered. The sequel! She had finally tracked down a copy of "The Taming of Tulip Bloom" but had never read it! "I, I'm starting to like this." She ad-libbed as her body grew warmer. "Please guard, uh, Mr. Point, please be gentler!"

Rarity didn't seem to remember the dialog quite right, but Twilight knew what she meant. Poor Tulip Bloom couldn't bring herself to admit her feelings for quite a while. She liked it rough, and couldn't admit it until the end of "Taming". Panting, Twilight threw herself into pounding just as hard as she could into Rarity!

Rarity let out a squeal as the sudden increase in Twilight's wild thrusting pushed her surprisingly fast into a body shuddering climax! When she could breathe and think again, she decided that book or not, she knew what would please a fully aroused futanari. "Please Mr. Point, withdraw! I, Lord Quarry never made me. I, I don't want a foal!"

Twilight came very close to popping off! Tulip Bloom didn't word it quite like that, but Rarity was skipping ahead in the book! She must really want to try it! Using all her willpower, Twilight slowly pulled out of that wonderful grasping vagina. "Have no fear, my beauty. I have no wish to put my foal in a lowly servant."

Rarity couldn't help herself. "I, I didn't mean to just stop!"

"Stay in character!" Twilight hissed. "I may not be able to do fancy magic like your mistress, but my horn can show you the way to paradise!" Twilight put a hoof on either firm round cheek of Rarity's glorious rump, and spread them a little. Looking downward, she rubbed her horn in Rarity's freely flowing honey before placing the tip right at that pretty little rosebud opening.

Eyes nearly going cross, Rarity grunted as her most delicate self was invaded. She tried to call out the safe word, but only cried out in wordless surprise as Twilight pushed deeper and deeper.

"I knew you would like this, servant-filly!" Twilight muttered as she pushed her forehead into Rarity's crevice. "This is just to prepare you!" She thrust her smooth horn in and out of Rarity quite a few times before hastily pulling out. She didn't dare risk a magical discharge up in Rarity's hiney. Who knows what that would cause? She scrambled up onto her back instead. "Now, you will know what being claimed really means!"

"What? Wait!" Rarity gasped as understanding set in. She had never permitted any stallion to do that! She felt something huge and warm pressing against her bottom. Fear and arousal fought within her fevered mind. Fear was coming close to winning. "Egg!" she cried, as the pressure grew and she felt like an apple was trying to enter her bottom. "Egg!"

Twilight froze in an agony of delight. It felt like Rarity's anus was kissing the head of her cock! One tiny push more and she would pop right in, just like she had with Shining Armor! She felt her slippery precum oozing and spurting into that warmth and shuddered with pent up desire. "Rarity?" she whispered, afraid to move until her lover finished uttering the safe word. "What do you want me to do?"

Rarity could hardly think. Twilight was so big! How would this ever work? Her body trembled and her heart pounded. Was she insane? It was best to shout out "egghead" and let Twilight resume with her forceful, but more accustomed lovemaking. She took a deep and shuddering breath. "It, it feels like, it feels like an eggplant! Darling, please go slowly!"

She couldn't resist any more. Twilight pressed on. "So tight." She moaned as her cock slowly moved. The head popped in, but she forced herself to keep moving slowly. "Rarity, you're squeezing me!"

Rarity tried her best to relax her body. She was being invaded in a way she had always refused before! There was some discomfort, but none of the pain she expected. Her body was being claimed in a strange and wondrous way. "You're stretching me!" she gasped, as the fullness sank deeper into her very center. "Oh Twilight, you're filling me!"

"You're too tight!" Twilight gasped as she withdrew, only to slowly thrust in again. "I, I don't know if I can cum!" She whimpered as she thrust in and out of that incredible tightness. Her mind was in a fever spin as she gradually increased the speed of her movements. "Rarity, you're tight! You're tighter than Shining Armor!"

Panting and gasping, Rarity buried her face in the sheets and actually bit down on the linen. Tighter than Shining Armor? Twilight and her brother had done this? Forbidden fillyhood fantasies of her beloved father filled Rarity's mind. Completely unexpected, she cried out into the sheets as she orgasmed from a thick hard shaft stirring up her rectum!

"Don't squeeze so hard!" Twilight cried, before she was forced past the point of no return. She felt her cock swell and throb with each spurt. Rarity's rhythmically squeezing body was forcing her ejaculation to take far longer than it ever had before. The princess whinnied and tossed her head as her tail thrashed from side to side.

"Oh fuck!" Rarity screamed. "You're running me, you royal bitch!" She moaned as she felt her insides filling with liquid warmth. "Don't you fuckin' stop! Fuck my ass until I pass out!"

When it was all over, Twilight hastily withdrew from Rarity's trembling body. Once free, a steady stream of semen just poured out of her cock, as what wouldn't fit inside Rarity's body flowed out onto the bed. "Oh my gosh, Rarity, did I hurt you?"

Horn glowing, Rarity hastily untied herself. "Twilight darling" She belched, and was alarmed to actually taste a bit of semen in the back of her throat. "Get out of the way!" Rarity stiffly trotted her way into the bathroom. She felt a massive amount of liquid sloshing in her bowels. She made it just in time. She watched in the mirror while the visible bulge in her tummy receded as a gout of semen simply poured out of her sore bottom in a strong steady stream to dribble nosily into the necessary slot in the floor.

"Rarity, did I hurt you?" Twilight repeated as she ran in after her friend. "Oh my!" She stood transfixed as she watched Rarity carefully holding her tail out of the way as thick gooey cream continued to pour.

"Darling, I am just fine." Rarity said quietly. "That was just unexpected." She smiled ruefully. "For a moment I feared I would explode! It is no wonder that Trixie charlatan needed to ruin her cloak. Twilight, you can't have any fluids left in your body after that!"

Twilight couldn't help giggling. "I am a bit thirsty." She said as she stepped into the bathtub and turned on the shower. "First, um, no offence, but I need to clean up!" Rearing up on her hind legs, Twilight's horn glowed. The showerhead moved on the end of its hose, and she carefully washed her penis before it could recede into her body. Before it could, Rarity joined her in the tub.

Their bath had taken quite a long time before they actually got down to helping each other wash. The friends toweled each other off, and then took their time lovingly currying each other's coats.

Twilight grinned sheepishly. "Don't tell Shining Armor I slipped and mentioned, uh, things." She said quietly.

"Certainly darling, I wouldn't want to cause the poor dear any embarrassment." She smiled. "I must say, he's quite a stallion to be able to take you, Twilight!"

"Well, he is my BBBFF, after all! I think I may even eventually repay him by letting him take my maidenhood."

Rarity sighed. "Then what you said is true? Shining Armor is sterile, and you actually sired a foal onto Princess Cadence too?"

Twilight hastily looked around, but since she hadn't been sworn to secrecy, Pinkie Pie was nowhere to be seen. She gulped. "Yes, yes I did. I, um, I've sired eight foals now."

"That is simply astounding." Rarity giggled. "I must say that a cross between you and Cadence makes perfect sense. Equestria needs more Alicorns. One can never have too many princesses!"

"That reminds me. I simply must report to the palace." She sighed. "Thankfully I have some time before things, um, show." She glanced at Rarity's mid-section. "I don't know how I'll explain things to Princess Celestia! She's bound to suspect when all of my friends have nice big tummies! What will she think? What will she say?"

"Why, I imagine the princess may ask you to sire a foal with her." Rarity winked. "Twilight Sparkle foals are going to be all the rage this season, after all."

"Don't talk like that!" Twilight said as her cock gave a warning throb at the thought of joining with her beloved teacher. "Princess Celestia isn't a broodmare!"

Rarity kissed Twilight on the tip of her horn. "Twilight darling, let me tell you a little secret. Every mare is a broodmare. It's what we're made for, after all. Don't worry Twilight. Whatever happens, Princess Celestia will understand."

"Oh, I hope so!" Twilight said quietly as she returned the metal curry brush to the bathroom shelf. "I don't want the Princess to be upset with me."

"Do not worry, Twilight. I will see you back in Ponyville tomorrow." Rarity said cheerfully as she led Twilight to the suite's door. "Do hurry back. Fluttershy is getting a bit peculiar, so I gifted Rainbow a very precious belonging of mine." She giggled and decided that Twilight didn't need to know that Rainbow had actually attempted to steal it.

Rainbow had run off with an exquisitely carved and polished life-size phallic shaped ruby to keep Fluttershy sated. Rainbow had grabbed the intimate device and flew out the window with it. Rarity didn't really need it back, and knew it was all in a good cause. The look on Rainbow's face when she had called her back though was priceless. The brash weather pony was unaccustomedly tongue tied when Rarity had only smiled and given her the very special accessory that went with the ruby.

Yes, it pleased Rarity greatly just knowing Fluttershy would benefit from Rainbow wearing the sturdy harness she had designed that would allow a mare to pretend she was a stallion with a lovely glittering ruby red cock. Perhaps she would even drop by Fluttershy's cottage and give a little hoof on instruction in its proper usage.

Rarity sighed. She knew that the much smaller ruby wasn't quite as satisfying as Twilight's wonderful staff. "Poor Fluttershy was in quite a state when last I saw her."

Twilight giggled. "Oh dear, I promised to keep Fluttershy serviced. I'll visit her first thing tomorrow morning!"

"I'm sure the poor thing will appreciate that." Rarity couldn't help yawning. "I, for one, am going to get some beauty rest." She kissed Twilight again. "You wore me out, you magnificent beast!"

Twilight felt on top of the world as she winged her way to the palace. She landed in the central courtyard and went off in search of her mentor. "Good morning, Princess Celestia." she said happily as she bowed before the elevated throne.

The princess smiled. "It's closer to afternoon, my loyal student."

Twilight grimaced. "Oh, please forgive me. I hadn't meant to be tardy!"

"It is fine, Twilight." Celestia grinned almost mischievously. "Princesses are allowed to be fashionably late. It is expected of us."

"Um, okay, if you say so." Twilight said bashfully.

Celestia nodded to her royal guard, and they swiftly filed out of the throne room to allow their beloved commander and chief a little privacy. "I read your report. I am very happy to hear of princess Cadence and your brother's glad news." She looked at Twilight for a long moment. "Is there anything you would like to add?"

Twilight felt like those shining lovely eyes could see right into her soul. "No, I delivered the sample and everything went well."

Celestia smiled. "I know it must have been trying for you. It is certainly fortuitous that your change occurred in time to come to their aid by producing a viable sample."

Twilight felt like sinking into the marble floor. It was a lie by omission, but still a lie. She just couldn't bring herself to tell her mentor what had really happened. "Yes, it certainly was."

"My loyal student, I must ask you for yet another small favor."

The room was filled with the sound of galloping hooves. "SISTER, HOLD THY TONGUE!" Luna called in the Royal Voice as she charged in.

Twilight jumped. She was glad of the sudden noise, because it helped conceal the true cause of her anxiety. Princess Celestia thought she had only given semen sample to Cadence. What would she say if she knew they had actually made love? What in the wide-wide world of Equestria would the Princess say when she learned she had also impregnated seven other mares, six of them before she even got to Cadence? Let's not forget her planting a royal foal in number eight, the Great and Former Criminal Trixie!

Nebulous mane flowing behind her, Luna raced up the steps to face her sister. "AS PRINCESS OF THE NIGHT, THIS IS MY DUTY!" she bellowed, before dropping back to a more normal speaking voice. "Sister, please! You know I have the right!"

Knowing, and not caring that it was above her station, nurse Redheart entered the throne room and calmly trotted up to Twilight. "It looks like I got Luna straightened out, and I say good for her!"

Twilight turned to her friend. "Red, I mean nurse Redheart, what is going on?"

"It's nothing for you to worry about, princess Sparkle." Red's eyes laughed at Twilight's obvious unease when somepony used her title. "It's just that Luna is learning that she can stand up to her sister again, without fear of Nightmare Moon once more laying claim to her heart."

Celestia heard the nurse's words, and gave her a warm smile and a nod. "Do forgive me, dear sister. I apologize for stepping on your hooves like that." She stepped down from the throne and gently leaned her neck against Luna's. "After all this time, I must accept the fact that my dear sister is no longer a little filly. Please allow me a little leeway as I become used to the fact that you are a mare, and no longer a child."

Luna couldn't help shedding a tear. "I will always be your little sister!"

Celestia gave her a nudge. "Go then, little sister. Go and have your discussion with Twilight." With that, the princess of the sun vanished in the pure magical light of teleportation.

Twilight leaned closer to nurse Redheart. "I'm not sure what's going on, but it looks like you are right. Princess Luna is becoming a little surer of herself." She smiled. "I'm so glad."

The nurse nodded. "I think she's made a lot of progress."

Luna headed back down the steps, smiling shyly. "Princess Twilight Sparkle, Um, Twilight, might I have words with you?"

"Certainly, you may" Twilight paused. "Luna."

Nurse Redheart gave her royal friend a searching look. Behind Twilight's back, Luna gave her head a tiny shake to let her know everything was well in hoof. "Well, I have a train to catch." The nurse said with a smirk as she hurried from the throne room. "Twilight, don't forget to drop by when you're back in Ponyville."

Proud of her self control, but knowing it had more than a little to do with her time with Rarity, Twilight ignored the internal twitch of her cock at the thought of once again loving Red. She smiled at Luna. "What would you like to talk about?"

Luna hesitated. "Twilight let us adjourn to my quarters, where we may speak in private."

Twilight followed the princess to her suite. She looked around with great interest. "I never expected bright colors." She said as she explored. She trotted into Luna's bedroom and gasped. "I think Rainbow Dash would love this." She said while gazing at a huge mural of the sun breaking through a clouded sky to create a glorious rainbow. Some talented pony must have worked for weeks to produce such a masterpiece. "Who is the artist?"

Luna smiled shyly. "It was I, Twilight. I am the princess of the night, but of late I have learned to appreciate the beauty of my sister's daytime realm." She nodded at the heavily curtained windows. "I must shield myself from the light of day to sleep though, but I have left standing orders to be awakened whenever the weather Pegasi schedule daytime summer showers. Rainbows are quite beautiful. They are like small orderly nebulae."

"Luna, these are wonderful!" Twilight smiled as she looked over several canvases depicting various sunny scenes. She turned to one painting that somehow managed to convey the infinite majesty found only on a clear starlit night. "This one is my favorite. It's simply magnificent!"

"I thank you Twilight." Luna sighed happily. "I suspected you would approve. Your love of my nighttime sky has not gone unnoticed."

"Luna, is everything okay?" Twilight asked softly. "I don't think you wanted me to come here just to talk about my interest in astronomy."

"Oh, everything is fine!" Luna's horn glowed, and a tea service flashed into existence. "Would you pour?" She asked as her horn gave a sudden brighter flash. "The tea is now of serving temperature."

"It would be my pleasure." Twilight said as her magic took control. Smiling, Twilight thought of how she, Rainbow Dash, and now Fluttershy used "Taking Tea" as a euphemism for having sex. She knew Rainbow would positively roar with laughter if she mentioned having tea with Luna, as if she'd ever DARE to even think of Princess Celestia's little sister in that way! Proud of her total self control, she poured tea into two cups, without the slightest twinge. "Would you like any sugar in yours?"

"No thank you, Twilight." The tea in the delicate cup sloshed a bit onto the saucer as Luna hastily levitated a cup. She brought it near her mouth but did not sip. "I do have something I would like to discuss." Luna said as she seemed to almost eagerly watch Twilight drink. "I find I must work my way to it though."

"Take your time, Luna." Twilight said kindly. Ever since she and the others had dispelled Nightmare Moon from Luna's heart, she had felt rather protective of the shy uncertain pony left after all of that rage and anger had faded away. Although she knew of the princess's vast age, and Luna was a little bigger than her, Twilight privately thought of her as the little sister she never had.

It would be wonderful to be of some help in solving some problem of friendship the princess may have. Twilight took another sip of her tea. "This is an odd flavor. What kind of tea is it?"

Luna looked startled. "Oh, it's just something from out mutual friend Zecora."

Feeling a little strange, Twilight sipped again. "I get all of my tea from Zecora, and I know I never sampled this one before." Her body began to tremble, and with no warning at all, her cock surged out of her body and grew achingly erect faster than it ever had before. Twilight actually felt a bit dizzy from its remarkably sudden growth affecting her blood pressure. "What, what's happening?" she gasped. "Luna, why aren't you drinking? What was in this tea?"

"I am sorry, Twilight, but Zecora warned me not to. She said "A body sans cock, would surely go into shock" If I were to drink this particular brew with you." She smiled. "Zecora's rhymes do seem to be contagious. It, it's simply outrageous!"

Twilight gulped. Her cock was throbbing with an overwhelming need. Even her first time with Rainbow hadn't filled her with this almost unbearable lust! "What have you done to me?" she gasped. She thought of Princess Celestia and moaned. "I, I have to get out of here! What if your sister sees me like this in your bedroom?"

"Big sister never comes here during the day. She knows I should be sleeping at this time." Luna set her teacup down. "Twilight Sparkle, I must ask you now, before I lose my nerve! Would you mind putting a foal into me, as you have already done with princess Cadence?" She gave her hind quarters an inexperienced little wiggle. "I will try very hard to bring you pleasure in return."

"Don't do that!" Twilight gasped. She hastily backed away from the slowly advancing princess. "We'll get in trouble!" she shouted as she backed right into the wall with the rainbow. "Princess Celestia would banish me if she even suspected I did something to her little sister!"

"Not to the moon." Luna said softly. "Sister vowed she would never punish anyone with such loneliness ever again."

"She won't just stop at sending me to magic kindergarten, that's for sure!"

"Twilight, do not think of my sister!" Luna moved closer. "This is something just between the two of us."

"Luna, this is wrong!" Twilight gasped as she involuntarily spread her wings. "I can not betray you or Princess Celestia!"

Luna pouted. "Twilight, do you not find my body desirable?" Her sparkling tail swayed from side to side as she coyly shook her rump. "Do you not want me?"

"Yes, uh, no! Luna, calm down!" Twilight cried in panic at the serenely calm pony. "We can not do this!"

"Twilight, I owe you my existence. You could have easily killed Nightmare Moon, and nopony in Equestria would have questioned or blamed you. My memory of that time is clouded, but I recall my mortal fear as your power engulfed me. Even then you had the strength for such a task. Instead, you called up still more power and cleansed me! Instead of coming to my end, I was reborn!" She moved closer. "Let me raise your foal to show my gratitude! I am in my heat. Grant me the blessing of your seed!"

Twilight whimpered. "Princess Luna, the sun is up! Go to bed!"

"My sister has accepted that I am a grown mare." Luna's lovely tail swayed and Twilight couldn't keep her eyes off of it. "Twilight, I will go to bed only if you join me."

Twilight was trembling from the tip of her horn to the end of her tail. Oh, how she wanted Luna! She couldn't though! Princess Celestia would be devastated if her trusted student took such a liberty! "Please Luna; think about what you're saying!"

"My thoughts have dwelled on this since your true nature became known, Twilight." Luna thought of the advice Red had given her. She turned, rump towards Twilight, and lifted her tail high. "Please Twilight. I have waited all through the years to find a pony worthy of giving maidenhood to. You have saved me. Let me repay some tiny part of my debt to you!"

She tried not to, but Twilight inhaled deeply. "Oh no." she moaned, as the scent of a mare in season seemed to reach into her soul. She took a shuffling step closer, and then another. With a little whinny, she finally charged forward and stuck her muzzle right between those lovely hind legs!

Luna's eyes opened wide. "What are you doing?" she gasped as a warm tongue suddenly slathered over her dampness. For her great age, the princess of the night was still rather naïve. "What is this? Red never said anything about licking!"

Whimpering, Twilight tried to stop herself from tasting Luna, but couldn't. Red had put Luna up to this! What had the nurse said to make Luna want to mate with somepony that had only just become a princess? The princess of the night may have lived far longer than any other pony she had known, but her vagina was just as supple and sweet as any of her friends.

"Oh, oh Twilight, what is this?" Luna murmured as her body swayed and her darkly beautiful wings spread wide. "I like licking! It is better than the water jets in the royal hot tub!"

While she plunged her tongue even deeper into Luna's musky warmth, Twilight kept stealing glances towards the door. If Princess Celestia saw her like this, her life in Ponyville would come to an end! Princess Celestia would never trust her again if she caught her molesting her little sister! Maybe the Princess would even use her powerful magic to undo her change! Cock harder than it ever had been in her short time as a futanari, Twilight moaned at the idea of it and her wings being taken away.

"Twilight, please keep going! I, I think, I think it's going to happen!" Luna gasped. "WE COMMAND IT! DO NOT STOP THY TONGUE!"

Twilight groaned as her tongue worked faster. She had to make Luna climax, before Princess Celestia heard the royal voice! In desperation, she nipped Luna's pretty little pearl with her teeth. The princess bucked a little, and rewarded her sensual tormentor with a warm squirt of honey as her body succumbed.

"OH YES!" Luna cried as her body throbbed. Being a pony of very simple tastes, this was the first time she had ever orgasmed while not alone and half submerged in the hot tub. The fact that she was squirting all over Twilight's face and soaking her mane was as much of a surprise to her, as it was to Twilight!

Twilight was shaking like a leaf while Applejack was bucking the apple tree it grew on. She pulled her face from between Luna's trembling hind legs. "I, I have to go!" she cried, mane matted, and face gleaming wetly. "I, I have to get away from here before I do something Princess Celestia will hate me for!"

Twilight took a few shaky steps toward the door. Her cock throbbed, not wanting to go. Intellect and instinct waged a tug of war in Twilight's fevered mind. As a silvery streamer of thick clear liquid dribbled from her shaft, instinct won. Crying out inarticulately, she spun around. With a mighty flap of her wings, Twilight launched herself at Luna. "I'm sorry!" she squealed, landing with her chest pinning Luna's glorious tail between them, her forelegs hugging the startled princess tightly. She gave a couple pokes and found what her body so desperately needed.

The sheer power of her orgasm calmed her a little. Luna had just enough time to feel a little apprehension at her actions. Had she really just given Twilight Sparkle a powerful Aphrodisiac? She felt ashamed of herself. The full scope of what she had done sank in. Zecora had given her enough for several doses. The amount of powder seemed so small though. Luna tipped all of it in the tea! This was not going to be the gentle first time she had hoped for!

Luna had just enough time to decide to keep her maidenhood and tell Twilight to give her a semen sample as she had done for Cadence. Twilight could probably find a willing maid to release the lusts that the Aphrodisiac had unleashed. Luna would retire to the royal hot tub and let the blessed water jets do their hydraulic magic, and then she would carefully inseminate herself with Twilight's fluid. She opened her mouth to order it so, but she was too late! Twilight leapt on her before she could turn or even lower her tail. In an instant Twilight found her opening and just rammed right in! Luna let out a cry as the hymen she had carefully protected for centuries finally tore.

"Spread your hind legs wider!" Twilight ordered. Flapping her wings to gain some height, she scrambled to push more of herself into Luna. "You're taller than me! Lower your rump a little!"

Stunned, Luna did as she was told. "How, how is that?" she asked breathless and meek as her body began to accustom itself to the huge shaft within.

"Oh yes!" Twilight breathed as her hind hooves contacted the floor. "That's much better!" Her need was too great for anything but pure frenzy. Panting, Twilight threw herself into claiming the Princess of the night.

Luna let out a gasping cry. "Slow down, please!" she whinnied as a massive presence yanked out of her body, only to slam back in. She thought she would feel pain, but this was almost worse. "Twilight, be gentle!" she gasped as her heart pounded and her wings fluttered. Hind legs spread wide, her forelegs folded under her. Luna half lay on the floor and mewled wordlessly as her very first lover thrust into her with an intensity undreamed of.

"Tight, you're so tight!" Twilight cried as she pistoned in and out of her newest lover. "You, you waited all this time." She gasped. "You waited decades; you waited a thousand years…For me!"

A tiny part of Luna's mind recoiled at how undignified her position was. Forelegs tucked under her body, and rump held wantonly high for Twilight's ease, she was dimly aware that face to the floor, she was drooling on a priceless hoof knotted rug. The wondrous feelings surging through her soul overruled common sense though. "MORE!" she bellowed in the Royal Voice. "HARDER TWILIGHT SPARKLE, THY STAFF IS DRIVING US WILD!"

Unable to stop, Twilight still feared discovery by Princess Celestia. "Shut up Luna!" she grunted as she gripped her lover tighter. "Princess Celestia will kill me if she hears!"

Trembling, Luna whimpered and spoke nearly as soft and timid as Fluttershy. "I, I'm sorry! Please Twilight, just, just don't stop!"

"I, I can't!" Twilight moaned, more than a little frightened. "I can't stop! The tea, what have you done to me?"

Water jets were never like this! Luna was pushed toward orgasm faster than she ever had been in her long life! She cried out as her body shook, but Twilight neither stopped nor slowed! The princess was forced from peak to peak, until the sheer power of her climaxes made her fear for her very life!

Twilight felt Luna's body quiver around her cock, and it was almost too much to take! She exploded within that wonderful snug sheath. It felt like she was boiling into Luna like an erupting volcano as her ejaculate blasted free of her throbbing cock. Still, she kept on going. The slurping sloppy sounds intensified as Twilight enjoyed her own sloppy seconds, and then thirds!

Luna felt hot liquid flowing down her hind legs clear to her hooves, but no longer cared. Dignity forgotten, she basked in the quivering bliss of a seemingly unending series of orgasms! Her ears pricked up when she heard the gentle tap of a hoof at her bedchamber door. "Sister." She gasped her voice tinged with anger. "Not now!"

Twilight felt a moment of sheer panic when she heard that knock on the door. "Princess Celestia!" she squeaked as she withdrew from Luna's body after ejaculating a forth time. "She'll see me! She'll hate me!" Her horn began to glow. "Luna, please don't tell!"

"Twilight, this is our business, and ours alone!" Luna assured her frightened lover.

"Oh thank you Luna! The Princess must never know of this!" she cried just a split second before vanishing in a blinding flash of teleportation magic.

The door opened, and Celestia stepped into her sister's bedchamber. Her nose crinkled as she daintily sniffed the heavily scented musky air, but there was no hiding her grin. "Luna dear, you certainly wasted no time "discussing" things with Twilight."

Luna sighed. "Big sister, you scared her away! Could you not have waited?" She struggled to stand, and nearly toppled over. Any pretence of anger was lost as she smiled dreamily. "It was wonderful!" She glanced down. There was a spreading pearly white pool of fluid growing around her hind hooves. "The rug may be ruined, but I am surely with foal now. I do hope Twilight will not be angry with me when Zecora's potion wears off. I fear I administered too much."

Twilight returned to reality and was stunned at just where she had ended up. She had traveled right to the very edge of the Everfree Forest! Hard cock dripping with her and Luna's fluids, it glistened in the sunlight as she charged at the lovely little cottage before her. She kicked the door. "Open up Fluttershy!" she said in a low voice that was nearly a growl. "Consider this a house call!"

The top half of the Dutch door opened, and Fluttershy peered out with a look of alarm on her face. "Hello Twilight. I, I was just talking with Scootaloo about pets!" she said in a whisper of urgency. "Scootaloo came over for a visit!" she added as if fearing Twilight wouldn't take the hint.

Twilight retained enough self control to refrain from just jumping right through the opening. "Really, how nice!" she said loudly. She then whispered through gritted teeth. "Can you get rid of her?"

Rearing up on her hind legs, Scootaloo peered over the door ledge. "Hi Twilight!" she said cheerfully. "Fluttershy is going to find me a tortoise just like Rainbow Dash has! Isn't that cool?"

"It sure is!" Twilight said with a rather strained grin as she crouched down a little to hide her fearsome erection. "Scoot along now, Scootaloo. Fluttershy and I, um, have, uh, important, ah…"

"The Elements of Harmony?" Fluttershy added helpfully.

"Oh, yes, Fluttershy and I need to discuss Harmony." Twilight said as her cock throbbed. Her horn glowed, and she levitated Scootaloo out of the upper door. "You, you'd just be bored. Oh, and I think Sweetie Belle was looking for you. Hurry on into Ponyville and see what she wants."

"Sure, okay." Scootaloo said as Twilight held her directly over her body. She smelled something odd and musky, and had no idea why she suddenly thought of watermelons. "Fluttershy, be sure to tell me if you find a tortoise that's looking for a friend!"

"Don't worry, I will." Fluttershy said softly as she threw open the lower door. Twilight nearly knocked the gentle pony down as she charged inside.

"Bye Scootaloo!" Twilight called in a strangely cracked voice as she deposited the filly on the path that headed back towards the village. The door slammed with a resounding bang.

"That was sure abrupt." Scootaloo said as she stared at the closed door. "Oh well. I guess being a princess is hard work." She trotted back to the cottage to retrieve her scooter. "I wonder if something dangerous is about to happen, and Twilight needs the Elements of Harmony to save Equestria again. That would be super cool! Maybe the Cutie Mark Crusaders can help! We'll surely get cutie marks if we help save the world!"

Wheeling her scooter to the side of the cottage, Scootaloo stood on it and peeked in through the window. Her mouth dropped open, and her little wings suddenly spread wide. "That, that's not fair!" she said softly as her eyes beheld the unbelievable sight within. "First Twilight can suddenly fly, and I still can't." She whimpered. "Now she's a futanari too? I don't care if she's an Alicorn and can fly and do magic, but why does she also have to be a futanari? Futanari are legendary and rare, like rock stars!"

Scootaloo watched for quite a few minutes, until a weird tightness in her belly actually began to grow a bit painful. "If I was a futanari, I, I would." The odd dreams she had been having about her two bestest friends and fellow blank flanks suddenly made her feel all strange and fluttery inside.

She took off, wings flapping to propel her scooter. In her flustered state, she didn't notice she was going nearly twice as fast as she ever had before. If anypony had seen her, they would have surely commented on how her wings seemed larger and more fully feathered too. The filly had no idea that her becoming was almost at hoof, and just how much her life was about to change.

11 Derpy Accepts a Delivery

My Little Pony: It’s good to be the Princess

11: Derpy Accepts a Delivery

By Honey Moon

Twilight trotted as fast as she could without breaking into a canter when she left the sofa store. She had gone to buy some new quills, and something unexpected had happened. “The clerk displayed!” she whispered. “He got all hard and everything! How could that be?”

It had been a month since Twilight had given her mare virginity to Princess Celestia. “Could I really be in heat?” Her voice dropped to a soft whisper. “I’m supposed to be pregnant with Princess Celestia’s foal!”

Twilight tried not to think about how happy she had been a couple of weeks ago when her “monthly” had happened right on schedule. It had taken her completely by surprise since she was so sure Princess Celestia had impregnated her. Necessity had resulted in her committing an act of long distance shoplifting. Instead of teleporting herself to the store she had, after carefully visualizing the Mare’s Needs aisle, teleported a box of Filly Fresh tampons to her loft bedroom.

She felt so conflicted over it all. There she was, being honored with the chance to carry Princess Celestia’s foal, but she had nearly jumped for joy when she woke up with crimson stained sheets. Twilight decided on a wait and see approach. She and Princess Celestia were both Alicorns, after all. There wasn’t a lot of medical information available on Alicorn breeding. Maybe this was how it worked with two futanari. Not that she really believed this feeble rationalization.

Wait and see went right out the window when Davenport popped a very enticing looking boner in her presence.

Despite her embarrassment, it was rather flattering. The clerk had been very polite, and had casually invited her upstairs to see his collection of antique writing implements. They both knew what would happen if she went up those stairs. Twilight was tempted. Oh was she ever tempted! Princess Celestia had taught her the joys of being mounted and pierced by a large hard cock, and Davenport’s member was quite impressive. She couldn’t help thinking about how wonderful such a thick lengthy shaft would feel inside her marehood.

Twilight had to resist though. If she really was in heat, she didn’t dare risk being topped by a stallion. If she wasn’t carrying Princess Celestia’s foal yet, it would not be proper to let some other pony do “The Deed” and cuckold a princess! Twilight claimed a prior engagement and slipped out with as much poise as she could muster.

“BBBFF, where are you when I need you?” she muttered as she exited. Shining Armor’s sterility made him the only stallion she could trust to mount her with no risk if she truly was in season. He would go absolutely wild if she finally gave in and let him fully claim her as a mare. Who was she kidding? It wouldn’t just be Shining. Cadence had quite a naughty streak. She would have both front hooves between her hind legs while watching the siblings display the true extent of their love for one another!

A threesome would be oh so nice! Twilight tried to keep images of her “Filly Grazing” Cadence while Shining plowed masterfully into her out of her mind. She didn’t want to risk displaying her secret in public!

As she hastened down the path, Twilight brushed past Twinkleshine. “Princess!” Twinkleshine gasped, before dropping into a deep bow. “It’s so nice to see you again!”

Twilight grinned sheepishly. “You don’t have to bow, Twinkleshine. You’ve known me since we both lived in Canterlot.”

The ivory unicorn with a pink mane smiled. “You’ve sure changed since then, Twilight, and for the better.”

“You don’t know the half of it!”

“Twilight, can I ask you something?”

“Sure!”

Twinkleshine glanced at the door of Quills and Sofas. “Is Davenport busy?”

Twilight’s nostrils flared. It took a lot of willpower to keep her penis from slipping out of her already aroused body. Twinkleshine was in heat as well. “No, I don’t think so.” She said quietly. “I was the only customer in the shop when I left.”

“Good! I have to talk to him. He has a dinette set that would look just lovely in my kitchen, and I’ve been trying for ages to get him to lower the price.” The unicorn looked a bit embarrassed. “I think I thought of a way to get a really good deal, and maybe even a lifetime family discount, but it has to be today!”

Twilight gulped. “Today just might be your lucky day.”

“I hope so! He’s such a kind loving and handsome stallion, um, I mean he’s very reasonable.” Whistling “The Bridle March”, Twinkleshine left a bemused Twilight and headed up the path to the store.

“Goodness!” Twilight gasped, when Twinkleshine closed the door behind her, and flipped the sign to CLOSED. “I guess I don’t have to worry about leaving Davenport all frustrated!” She felt a tug of frustration herself and couldn’t help grinning at her own foolishness. “Well, Twinkleshine does have great flanks!” The princess shut her mouth and glanced around hastily to see if anypony had heard her comment.

“I have to be more careful.” Twilight scolded herself. She sighed. “Drat it all!” She was in quite a state now, and her five friends were all busy for the day.

Rarity was in Canterlot on one of her fashion jaunts. The lucky mare was probably right now surrounded by beautiful mares and stallions. Twilight couldn’t help smiling. Rarity had confided some of what goes on behind the scenes in the world of high fashion. The pregnant Fashionista would return to Ponyville tired but quite sated.

Applejack was in Appleoosa visiting with kinfolk while Rarity was in Canterlot. She didn’t want to announce her pregnancy and life choice in a letter. Twilight thought it was so sweet how close the two diametrically opposite ponies had become. Rarity claimed that she would step aside if Applejack found a special somepony of her very own, but Twilight suspected that was a big fib. Besides, Applejack seemed to have lost interest in looking. The tough farm filly didn’t mind Rarity’s wandering nature as long as Rarity always returned to her, and gave a very detailed account of her happy adventures.

Twilight felt a bit of unwarranted pride. As a futanari, she was Applejack’s one exception on not wishing to be penetrated by a cock. She was growing more secure in her identity as a filly-fooler, but still welcomed Twilight into her bed and body, much to their mutual delight.

Pinkie Pie was off visiting Maude. Twilight shook her head. For some reason, she couldn’t help wondering what making love to such a low key mare would be like. To be honest, the thought was exciting! Would Maude finally display emotion? Twilight sometimes masturbated thinking about Maude quietly announcing in that level, mild, almost monotone voice “I am culminating” as her body quivered.

She was fairly sure Maude would know about her secret by now. Twilight had sort of purposely NOT made Pinkie pinkie-swear to keep it a secret just who had sired a foal on her. She hoped that Maude would become curious after Pinkie told her all about it.

Rainbow Dash was getting in as many days in the Wonderbolts reserves as she could before she was forced to take maternity leave. Rainbow was a very special case. Spitfire had bucked centuries of tradition, and cancelled the ruling that a pregnancy meant automatic retirement for a mare. Rainbow would be welcomed back as soon as she felt ready after the delivery of her foal. Until that day, all of her precious leave time was spent with Fluttershy, and Twilight was very careful to visit them only when invited for a fun filled threesome.

There was another pairing that made Twilight happy. Rainbow had looked after Fluttershy since they were fillies together. Their friendship had blossomed into love. True to her bold and unique nature, Rainbow found the perfect way to announce their union. All of Ponyville could see that Rainbow’s cloud house was now permanently moored above Fluttershy’s cottage.

Twilight knew Rainbow was with the Wonderbolts today. She could go visit Fluttershy to “service” the shy, yet very sexually needy mare, but she just couldn’t. There was an epidemic of the sniffles going around the reptile population in and around Ponyville.

Fluttershy’s cottage was full of slithering sniffling sneezing snakes! If Twilight even saw a snake, she couldn’t stop herself from randomly teleporting away! It was quite embarrassing. Besides, snakes were one of the things she thought about while trying to keep her penis from emerging and growing erect. It was pretty much impossible for her to get horny if there was a snake in the vicinity!

It didn’t happen often, but Twilight didn’t feel slighted or neglected in the rare cases when none of her friends were available to “Take Tea” with her. She was the luckiest mare in all of Equestria to have such dear, close, and yes, sexy friends. She wouldn’t pout on days they were all busy with their own lives.

Rarity often hushed Pinkie Pie, but the party pony always insisted that the five of them made up Twilight’s “stable”. According to the party pony, it was both their honor and duty to be available to fornicate with a futanari princess.

Twilight blushed thinking about how Rainbow, Fluttershy and Applejack whole heartedly agreed. Rarity did too, but sulkily insisted that they were Twilight’s harem. She thought stable just didn’t imply the same level of class that harem did.

Somehow, it made her feel more like royalty to have a harem. It was like something out of an olden pony time’s story. Twilight smiled. How had she ever become lucky enough to have friends like these?

Trotting around Ponyville, Twilight hoped to spot Trixie or Nurse Redheart. If she was very lucky, maybe one of them would be free to spend some time with her. If not, there was always the Onahole hidden under her mattress. Better still, she would head to market and buy the biggest watermelon she could find. That would help ease her body’s needs, and provide a tasty supper as well.

As she enjoyed the beautiful day, it slowly dawned on her that the stallions she passed seemed much more friendly than normal. “I think I really am in heat.” She whispered, and decided to take a final test.

She spotted Big Macintosh pulling a large wagon loaded to near overflowing with luscious fresh apples. Dramatically dodging a puddle in the path, Twilight “accidentally” brushed a wing against Big Mac’s side as she cheerfully said “Isn’t today a lovely day to go to market?”

“Eeyup.” He answered, but then his nostrils flared and his eyes opened wide in near panic. As Twilight watched, he made a tight U-turn with his wagon, and headed for the schoolhouse with a stiff legged gait. Twilight caught just a glimpse as the stoic pony made his retreat. Big Mac’s willpower must be formidable. Just a couple of inches of his astoundingly thick penis showed, and even that rapidly withdrew into his body.

She almost ran after the strong handsome farmer, but she couldn’t do that. Everypony knew how close he and Cheerilee were, even if they tried so hard to keep their heated affair a secret.

Twilight sighed. Ever since the wonderful night she had gifted Princess Celestia with her mare’s virginity, she had been giving some rather intense thought to Big Mackintosh, Flash Sentry, Mr. Cake, Davenport, and most importantly, her BBBFF. She even had a few weird dreams about that loudmouth Iron Will yelling “If a mare is in heat, you give her the meat!” while taking liberties with her in front of an audience at one of his self help lectures. She sure hoped Luna hadn’t seen those!

“Oh my.” Twilight sighed. “I hope he can wait for Cheerilee until school lets out for the day.”

“Who can wait for Cheerilee?” A sweet filly-like voice asked.

With a flutter of wings, a Pegasus came in for a landing. She narrowly avoided colliding with a tree, and Twilight came close to teleporting to safety when the pony landed practically nose to nose with her. “Oh, nopony special.” She said hastily. “How are you this fine day, Derpy?”

“I’m just peachy keen, Miss Princess Twilight!”

Twilight laughed. “Derpy, you don’t have to be quite so formal with me.”

“Well, being polite has never gotten me into trouble, Miss Twilight.” Derpy smiled.

Twilight smiled in return. Pinkie Pie may wield the Element of Laughter, but Derpy Hooves would be the hooves down favorite for the Element of Niceness, if such a thing existed. She was also quite lovely, in what Applejack referred to as “The Filly Next Door” way. Twilight mentally reined herself in. The head of her penis very nearly came out to meet Derpy’s unusual and penetrating gaze. Not that the polite mare was looking under her hindquarters, but one could never quite tell just what Derpy was looking at. “I must be going!” Twilight said hastily.

“Where, to the library?” Derpy fell in step at her side. “Can I come with you? I was hoping to find a book.”

Was Derpy in heat? Twilight dared not sniff. Thankfully a pleasant breeze was keeping any pheromones from reaching her highly sensitive nose. “What books interest you?”

“Oh, just something light for casual reading. Do you have “The History of the Muffin as told in Neo-Classical Literature”? I heard it’s a real page turner!”

Twilight thought a moment. “Why yes. I recently acquired a copy of the deluxe illustrated edition.”

Derpy reared up, spread her wings for balance, and clapped her front hooves together like a happy little filly. “Woo-hoo! I heard the pictures are so good you can practically smell the muffins!”

Twilight suppressed a moan. While technically not in the grip of a wing-boner, Derpy looked damn sexy as her wings slowly flapped. Those wings stirred the air, and Twilight spread her own wings when Derpy’s readiness to breed became known to her.

“The smell is delightful.” She said softly.

“You really can smell them?” Derpy asked in confusion.

Twilight shook her head. “No, I was just thinking out loud.”

Did she dare? After things almost ended terribly when she had forced herself onto Rainbow that very first time. After that near tragedy, she had been very fortunate in becoming lovers with so many willing mares that made advances on her.

True, Rainbow had forgiven her, but had also very nearly beaten her up when she found her with Fluttershy. The shy pony was crying her eyes out while dripping semen. Thinking the worst, Rainbow became enraged and slammed Twilight into a bookcase.

Fluttershy had to hastily explain that she had been on top. She had slipped while attempting to climb off before Twilight ejaculated. She assured Rainbow that Twilight had been true to her word and kept her hooves to herself. The creamy-pie was her own fault when she fell down onto Twilight, ramming the penis deep into her body while Twilight was just at the very edge of release.

Later, she and Rainbow had a long heart to heart talk. Twilight had made a solemn promise to herself and to Rainbow that she would never again use magic or her title to make a mare have sex with her. She even Pinkie-swore that from now on, no would only mean no.

That left Twilight the one option all good and decent stallions faced; Seduction. Just the idea made her nervous. After her botched attempt with Rainbow, she had never needed to seduce a mare. Could she ease Derpy along, until the lovely mare decided that she would like to make love?

“I’ll be very careful.” Twilight whispered to herself.

“What was that, Miss Twilight?”

Twilight gulped. “Derpy, would you like to stay and, um, t-take tea with me?”

Derpy smiled. “That would be very nice!”

Taking tea had become a very private joke among Twilight and her friends. She had to picture all the snakes in Fluttershy’s cottage to prevent her penis from emerging because of the purely sexual connotation the simple phrase now held. “Spike baked a huge batch of muffins this morning. How does that sound?”

“That sounds simply yummy, Miss Twilight!”

As they walked along, Twilight heard the rhythmic thud of galloping hooves on the path behind them. “Princess Twilight, might I have a word with my assistant?”

Twilight turned and faced the enigmatic Time Turner, if that was really his name. She had also heard he went by Dr. John Whooves, if pressed for a full name. Mostly he insisted that everypony call him simply The Doctor.

Twilight felt her heart sink. Was her chance over before it even started? “Certainly Doctor.” She said cheerfully, while hoping to at least find a large watermelon.

The Doctor practically dragged Derpy away by her mane. Twilight tried not to eavesdrop, but her hearing was very good. Still, she made no sense of their cryptic nonsensical conversation.

Derpy seemed agitated. “Doctor, you said it was a fixed point!”

“I know, but I just want to make sure!” The Doctor pointed a slender metal wand in Twilight’s direction. It glowed blue and made an odd whirring noise. He shut the device off and donned a pair of cardboard glasses with one red and one blue lens, just like the pair Twilight had from when she and Rainbow went to see the exciting new science fiction chiller thriller “The Parasprite That Ate Manehattan”. He stared at her through them and muttered. “The Artron energy signatures match at least.” He looked flustered. “Um, and she does meet that other, uh, qualification, as well.”

Derpy looked almost angry. That was an expression Twilight never saw on the very happy pony before. “Doctor, I already told you I think she meets that little detail! Just look at Celestia’s Angels!” She took a deep breath. “You already said about Artron’s signature after you went on ahead to double check. You said it had to be somepony that entered the time stream without a TARDIS!”

Twilight groaned. It still embarrassed her to be reminded of the panic she had caused herself when she had traveled back in time and didn’t get to give her full message. She had set all of Ponyville on its ear when she told everypony that she had traveled in time to warn herself of a great danger that never came to pass! Twilight blinked. “What the hay is a tar tiss?” she wondered.

The Doctor sighed. “I warned you about spoilers! When you read that newspaper announcement eleven months from now,” He looked around suddenly and went on in a quieter voice. “That advanced edition newspaper; everything got all wibbly wobbly timey wimey!”

Twilight rolled her eyes. “Wibbly wobbly timey wimey?” she whispered. What kind of foal talk is that? Maybe she had better warn Derpy to stay away from this Doctor. His encyclopedia was obviously a few volumes short of a complete set.

Derpy smiled, once again looking serenely happy. “You said it was a fixed point.” She repeated. “I’m not gonna make the universe blow up or something just because I got a tiny sneak peek!” She giggled. “Besides, Dinky was very excited when I told her the news.”

The Doctor scrubbed a hoof over his face. “You told Dinky? Derpy, you have to mind the spoilers!”

“Well Doctor, you have to mind the rules. Do you remember what we talked about after you foal-sat her for me last time?”

The Doctor looked slightly embarrassed, and more than a little guilty. “There will be no more adventures for Dinky while I’m foal-sitting her.” He said as if by rote. “She only enters the TARDIS with her mother at her side.”

“Good! Dinky scared the willies out of me with all that talk about Cyberponies on Mondas!”

“She had a great time.” The Doctor grinned sheepishly. “In fact, she saved the day when she led us to that last bag of gold dust. Her Unicorn magic is coming along quite nicely.”

Twilight dismissed their strange whimsical conversation. “That’s right, Derpy has Dinky!” She clamped her mouth shut. Derpy is a mom. That means she already had sex at least once! All her secret books said that single moms were “hot to trot”! Seducing Derpy might be easier than she thought!

Derpy smiled at the Doctor. “Wish me luck!”

Looking decidedly uncomfortable, he said “Good luck, and um, Derpy, have a nice time.”

“Oh, I do hope I do!”

The Doctor watched as his assistant trotted off to rejoin the princess. “Now how were they originally supposed to get together, I wonder? I have got to get that filly to avoid spoilers!”

Rejoining Twilight, Derpy tried the old comic book dodge of “accidentally” stumbling and bumping into the stallion you fancied. Twilight wasn’t a stallion, but it seemed like a good idea. “Oops, silly me!” she exclaimed, as she fluttered her wings and brushed one lightly against Twilight’s flank.

Twilight’s horn flashed as she steadied Derpy before she fell completely. Was it because of her unusual gaze that the Pegasi was so clumsy all of the time? “Are you okay, Derpy?” she asked, desperately ignoring the electric touch of feathers against her coat. If she displayed now, Derpy would be terrified!

“Oh, I’m fine and dandy, Miss Twilight.” Derpy shouted cheerfully. Inwardly, she sighed. Twilight didn’t seem interested in THAT way. This might be harder than she thought it would be. Whenever she was in heat, she had to keep a weather eye on every stallion in sight. For some reason they all seemed to come after her.

She could escape Earth and Unicorn ponies by taking to the air, but then she was fair game to every Pegasi. She was grateful that Rainbow Dash taught a class in defensive flying. A couple of seasons ago she had a very determined Soarin on her tail! Dinky almost had a new brother or sister then!

He sure backed off when she lashed out with her hind legs! She had only tried to dislodge his flight goggles, but for some reason Soarin cried out “Not my nose again!” He banked hard to the right and abandoned the chase.

Now Twilight just wasn’t interested in her. “What kind of muffins did Spike bake?” she asked hopefully, mind not quite on teatime.

Twilight smiled. Food was a safe topic! “Oh he made three kinds. Honey oat, and banana nut.”

“What was the third?” Derpy asked, ever curious about the delectable baked treats.

“Quartz and emerald with just a dusting of pumice.” Twilight said with a grin. “They’re his favorite.”

“They sound, um, crunchy.” Derpy giggled. “I wonder how they taste to a dragon.”

“I’d say like ambrosia, judging by how fast Spike gobbled down a dozen!”

When they reached the library, Twilight was thankful she normally kept it closed until school was through for the day. Most adult ponies visited after work. It left her days free for research, and other things. She opened the door and stepped aside politely for Derpy to enter. “Make yourself at home.” She said, while trying not to openly stare at Derpy’s firm pert rump.

Derpy entered. She turned and watched Twilight close the door behind them. Thank goodness the princess accidentally forgot to turn the sign over to open! Derpy had been wondering if she could manage to turn it back without being noticed.

Twilight carefully locked the door, and double checked that the sign said closed. She hoped that Derpy wouldn’t notice and get nervous! Her horn glowed softly. Behind Derpy’s back, a large book left the shelves and drifted up the stairs. “After teatime, we can go get you that book. I, um, I think I left it in my, uh, bedroom.” Twilight groaned. Had she actually said something so obvious? Thank goodness Derpy was such a gentle kind pony that the innuendo went un-noticed.

Derpy tried to remain calm, but her heart pounded and she felt distinct warmth growing within her. That would be perfect! If she could get a chance to be alone with princes Twilight in her very own bedroom, things would work out splendidly! “Oh, I’d like to see your bedroom, Miss Twilight!” Derpy groaned inwardly. How could she say something so foolish? She had to play this right, or who knows what would happen to the universe if she scared princess Twilight off! “After we have tea and muffins.” She finished with a nervous smile.

Twilight led her guest to the kitchen. Horn glowing, she filled the teakettle, and then put the tealeaves in the balls and placed them in a couple of cups. “This is a brew my friend Zecora gave me.” Twilight felt her face grow warm. She thought of another brew Zecora had given Luna, and the serious aftereffects it had on her already overactive libido.

Derpy fought down the urge to giggle. She had heard that Zecora had a very unusual tea that a mare could use if her husband had, well, lost interest. If only she had something like that right now! “Oh, I’m sure it will be lovely.”

Twilight turned to the breadbox. When she opened it, she breathed deeply of the wonderful muffin scent within. Maybe that would help. In the small warm kitchen, the delectable aroma of Derpy’s heat was driving her wild! “I, I’ll serve the muffins now. Which kind would you like?”

When Twilight turned her back, Derpy tried to soundlessly stir the air with a quick flap of her wings. Why wasn’t the princess responding to her heat? It was then that she realized it wasn’t just the fate of the universe any more. She WANTED this! “It’s been so long.” She whispered dreamily, fighting to furl wings that wished to remain spread wide.

“What was that?” Twilight asked softly, as she desperately tried to hold onto her self control.

“I, um, I had an early breakfast, Miss Twilight! It’s been so long since I had a muffin! Surprise me. Don’t give me an emerald one though. That’s not the kind of hard thing I want in my mouth.” Derpy wanted to kick her own flank for that. What was she doing saying something so nasty? She was in serious danger of princess Twilight throwing her out for being a crude commoner!

Twilight’s magic wobbled a little as her cock threatened to emerge. She nearly dropped a plate as she brought them to the table and set the muffins on them. She had to be more careful! Her stupid libido was reading things into every simple comment Derpy made now! “Soft and warm is better against the tongue!” she blurted out. It was all she could do to keep from just banging her head on the table.

Derpy almost whimpered at princess Twilight’s comment. How could she be so crude to think something like THAT from the princess’s innocent little quip? She tried to force memories of school-filly encounters at slumber parties from her mind. Trying to collect herself, Derpy leaned down and gave a sniff to the muffin on her plate. It was slightly misshapen and a little flat on top, but it smelled heavenly of bananas. “I love bananas.” She whispered, as she took a dainty nibble.

Twilight tried to stop herself from staring. She gave Derpy an imperfect muffin! It was sort of flat on the top. It looked, she gulped. It looked remarkably like the crown of a pony cock, with its broad flaring flat head. She was thankful of the table between them. When Derpy’s lips gently touched the muffin, Twilight cock slid from her body and grew erect! “How does it taste?” she gasped huskily.

“Yummy!” Derpy took a bigger bite, and didn’t notice that Twilight suddenly flinched. “Spike is a wonderful baker!”

Twilight took a bite of her muffin. What was she going to do? If she left the table now, Derpy would see her difference before she had a chance to ease her into the idea. The poor thing would be terrified! If Rainbow Dash heard she traumatized the gentle mare, she might think Twilight tried to use force again! “I, I’ll let him know you said that.” She said quietly.

Derpy sighed. The muffin was excellent, but she could hardly keep her mind on it. Why wasn’t Twilight showing any interest? A stallion would probably be all over her by now! Was the universe fated to unravel because she didn’t know how to interest a princess? Maybe it was the wrong approach. Maybe Twilight just had no interest in a simple pony like her.

Derpy screwed up her courage. She just had to get Twilight to want to make love to her! Maybe, maybe if she showed she was as playful as Rainbow, something would happen. “Miss Twilight how is your flying coming along?”

At last, something safe to talk about! Twilight smiled. “I’m getting much better. Rainbow Dash has taught me a lot. I may never be as fast as her, but she says I’m doing very well.”

Derpy cheered up. What a perfect way to get her intentions across! “Maybe we could have a race. We can Pinkie swear on it, and the winner will make the loser do whatever she wants!” Derpy had every intention of losing big time! “What do you say, Miss Princess Twilight?”

The teacup had just left her lips when Twilight’s mind registered what Derpy had said. Pinkie Pie would have highly approved of Twilight’s royal “spit-take”. “What, what did you say? Derpy, I swear I would never hurt you!” Twilight’s horn glowed bright. The room flashed as she teleported herself into the bathroom.

Derpy looked around the suddenly empty kitchen. She felt like crying. “I, I just don’t know what went wrong.” She sobbed.

Spike emerged from the bubbles in the tub when the sudden discharge of magic made all the scented candles flicker. “Twilight, this is my ME time!” the baby dragon complained. “I’ve only been in here for two hours!”

“I’m sorry!” Twilight cried, wishing that her use of magic hadn’t increased how horny she felt. “I have to keep out of sight until Derpy leaves!”

Spike noticed the condition of his best friend. “Yikes! Did Derpy see the, um, Twilicane?”

“That’s scepter, Spike.” She froze. “Forget my scepter! I don’t know if she saw the real me!” Twilight wailed. “But she knows about what happened between me and Rainbow Dash!”

“Twilight, what are you talking about?” Spike asked as he climbed out of the tub and grabbed a towel. “How would Derpy know that you, uh, and Rainbow, um, did stuff and made a foal?”

“I don’t know, but it’s not just that!” Twilight cringed. “She knows DETAILS!”

“So?’ Spike smiled. “Derpy’s a mom. I think it’s safe to assume she knows all about how foals are made.”

Twilight couldn’t bring herself to admit to Spike the dark secret she and Rainbow shared. It was humiliating to know that somehow Derpy knew she had forced herself on Rainbow!

Meanwhile, Derpy left the kitchen and wandered dejectedly around the empty library. She paused at the cozy loft bedroom, and tried not to imagine snuggling up all warm and toasty under the covers with the princess in that lovely bed. She moved on, pausing to call out before a closed door.

“Miss Princess Twilight? Where did you go? Are you in there? Are you mad at me?” She sighed. Would the universe really unravel if Twilight didn’t put a foal in her tummy? She knew the timing didn’t have to be EXACTLY right now. She would be in season for a few days at least. There had to be some way she could seduce Twilight before her season ended!

Twilight heard Derpy and went into panic overdrive. “Oh no, she’s right outside the door!” With a splash, Twilight hopped into the bubble bath. She lowered herself into the mountain of suds until even the tip of her horn was hidden from view. “Spike, tell her I was called away! Then, go out and buy a huge watermelon! Get the biggest one you can find! You can finish your bath later!”

“Whatever you say Twilight.” Spike said cheerfully. He’d be sure to refill the tub though. Otherwise he’d worry that Twilight might have accidentally squirted something besides soap into his glorious bubbles!

Twilight hunkered down even lower in the large tub. Completely obscured by the glistening suds, just her nose was about the surface of the warm water. The scent of lavender with just a hint of Spike was somewhat soothing. I brought to mind happy memories of caring for the baby dragon in the first months after he hatched.

Derpy looked up when the door before her opened. “Hiya Spike.” She said sadly as the little dragon slipped out and hastily closed the door behind him.

“What’s up, girlfriend?” Spike grinned. Derpy always jokingly claimed that they were bitter rivals since she too delivered messages. Granted, her mail delivery was at a much slower pace, and with maybe a teensy bit less accuracy. “Deliver any snail mail today?”

Derpy just sighed. “I took today off. Have you seen the Princess? She kinda vanished while we were having muffins.”

“Oh, I wouldn’t worry about that. Twilight always flitters around. Being a princess keeps her on her hooves.”

Derpy sighed again. “Things were going so well too. Then I made a big goof of myself by talking about her special somepony Rainbow Dash, and I ruined everything!”

“Oh really?” Spike drawled. “What could that have possibly ruined?”

“I thought, um, I, I hoped, ah, that we were maybe going to, uh,” She smiled shyly. “Relax in her bedroom after lunch.”

Spike may be young, but he thought of himself as wise beyond his years. Besides, his education in pony biology had taken quite a leap forward when Twilight grew her extra horn, as he sometimes jokingly referred to it. “Oh, you wanted to “RELAX” with Twilight in her bedroom, in bed, together. Now I get it.”

“Oh yes Spike! More than anything! It’s super important that Princess Twilight and I relax together today!” Derpy suddenly sat on her haunches and put her front hooves in front of her face in embarrassment. “I shouldn’t a ought to have said that! Spike, I’m sorry!”

“Aw, don’t worry about it.” Spike thought a moment. “Derpy, you need to calm down.” He wished he was wearing his villain hat, cape, and false mustache. His sudden idea called for a diabolical laugh and at least two mustache twirls! “Why don’t you go in the bathroom and take a nice bubble bath. I drew it for myself, but suddenly remembered some grocery shopping I need to get done.”

“You want ME to take a bath in the Royal bathroom?” Derpy gasped.

“I don’t know about Royal, but it does have a throne.” Spike said with a grin.

Derpy couldn’t help laughing. “Spike, you’re silly!” She took a deep breath and expelled it in a long drawn out sigh. “Are you sure it will be okay?”

“Sure, it’ll be okay. I’ll be gone for hours and hours. Take your time and let the bubbles erase all your troubles.”

“I do like bubbles.” Derpy made up her mind. “Okay, I think I will. Dinky won’t be home until after school. Maybe the Princess will return and we can, um, talk.”

“Have a nice time!” Spike headed for the front door. “Remember, I won’t be home for hours. I’ll just lock up here, and you can let yourself out whenever you’re through.”

“Thank you Spike.” Derpy called as the front door closed. “He’s such a nice little dragon!”

Spike paused in front of the library and giggled. “What’s that Twilight? You wanted to thank me? Oh, you’re quite welcome! Think nothing of it.” He skipped merrily off. If he hurried, maybe he could catch the matinee of “The Parasprite That Ate Manehattan”. Rainbow Dash gave it two hooves up, so it must be good!

What was going on out there? Twilight could hear indistinct voices, but couldn’t make out the words. That is until Derpy thanked Spike. “What? Oh no! Spike left, and Derpy is still here!”

Twilight froze as the bathroom door began to slowly open. Her sudden impulse to teleport sort of faded as Derpy entered the bathroom. The huge mountain of luxurious suds made the perfect camouflage. Derpy would never see her through millions of bubbles!

“Oh please!” she begged in breathless silence. She may never get to make love with Derpy, but if things went right, she would be able to see her tinkle!

She could thank Pinkie for that odd little fetish. In her strange way of popping up most anywhere without a teleportation spell, Pinkie had suddenly jumped from behind the shower curtain while Twilight was urgently busy at the toilet. Since her urethra was relocated to her penis when she became a futanari, Twilight now had to urinate like a stallion. Pinkie was absolutely thrilled by the show, especially when a startled Twilight missed the bowl completely and made a puddle on the floor.

One thing led to another, and Twilight had ended up watching with wide eyes as Pinkie stood in the bathtub. With a huge smile on her face, the pink party pony peed all over her tail and back hooves. Since then, Pinkie had been begging Twilight to “Wash her mane with the purple garden hose”. Twilight’s resolve against that was weakening, but until then, she surely did like watching mares piddle!

Derpy almost laughed when she entered the bathroom. “Gee wiz, Spike certainly likes scented candles!” She sighed again. “Too bad Twilight isn’t here. It’s very romantic. We could bathe together, and then retire to bed and snuggle!”

Twilight very nearly inhaled a lungful of suds. Did Derpy just say she wanted to go to bed with her? She had no idea that Derpy was a Filly-Fooler! Twilight’s tummy was pressing her cock against the floor of the tub. It took all of her willpower not to squirm in an effort to increase stimulation.

Derpy lifted her tail high, backed up and settled her hindquarters on the broad seat of the toilet. She giggled like a filly. “Who would have thought a plain old Pegasi would get to sit on, um, use a Princess’s throne?” In a moment, the bathroom was filled with the soft hiss and merry tinkle of a pony relieving herself.

She could hear it! Derpy was peeing! Oh no! The bubbles were obscuring her view! With deft control, Twilight magically cleared a small peephole through the suds so she could at least see Derpy seated on the potty.

Derpy had exceptional peripheral vision on one side, and that was the side the bathtub was on. Her heart pounded when she saw a gentle magenta glow through the lovely bubbles. Was Twilight there? She must be! A real live princess was watching her piddle!

Being a mail pony had certain advantages. Derpy subscribed regularly to Play-Filly, using a false name and an address in Ponyville that didn’t exist, but if did, would be on her route. It was easy-peasy to just sneak the plainly wrapped magazine into her saddlebag. Technically, she wasn’t breaking any postal laws. The periodical always ended up in the hot little hooves of the mare that subscribed to it.

Just last month she read a thrilling letter from a mare named Rosa Crostata. Miss Crostata gave exciting details about watching a special stallion friend go wee. In return she let him watch her piddle in the bathtub and get her tail all wet. Was Miss Princess Twilight like Miss Crostata?

Derpy took a chance. While her stream was flowing, she very carefully lifted her rump from the seat. It was a bit awkward, but spreading her wings for balance let her lift one hind leg and gingerly put her hoof on top of the toilet tank.

Twilight moaned, blowing bubbles as she peered over the rim of the tub. Derpy was sometimes a bit odd, but for whatever reason, Twilight blessed the ungainly pose she suddenly struck. It let her enjoy a perfect view of the golden water sprinkling into the toilet.

When she finished, Derpy stepped on the pedal and sighed with contentment as a stream of warm water sprayed upward to gently cleanse her. Screwing her courage to the maximum, Derpy took the biggest gamble of her life. “I wish Miss Princess Twilight could have seen me do that. Maybe then she wouldn’t think I was so plain Jane. She’d think I was interesting and exotic like Rainbow Dash! Then maybe she would want to take me to bed too!”

Twilight forgot herself. She teleported a few feet and instantaneously appeared directly in front of the toilet. Once more, the ponies were nose to nose. Twilight’s wet mane was plastered to her head, her droopy dripping tail ran rivulets on the floor, and suds flew everywhere when her wings spread to their fullest! “Derpy, you’re lovely! Nopony thinks you’re a plain anything!”

Derpy smiled. “Does teleporting such a short distance save wear and tear on horseshoes?”

Twilight gasped. Then she grinned sheepishly. “You knew I was hiding in Spike’s bubbles, didn’t you?”

“Spike didn’t tell me.” Derpy assured. “I saw your horn glow. It looked real pretty the way it lit up the suds.”

Twilight looked under herself and whimpered. She was if anything, harder than ever! “Don’t be scared! Just let me explain!”

Derpy giggled again. “Miss Princess, I’m a Pegasi. I know all about how some very lucky Pegasi mares will become futanari. I even met one once, a long time ago.”

“You, you met a futanari before?”

“Miss Princess Twilight, how do you think I got to be a mommy?” Derpy looked bashful. “My first and only time was with a mysterious futanari at the Grand Galloping Gala a few years ago.”

Twilight felt sudden joyful hope, but she had to let Derpy know that she learned her lesson. “Um, Derpy, about what you said before?”

“About going to bed?” Derpy smiled hopefully. “Yes please.”

“Not that, what you said earlier!” Twilight paused for a nervous second. “About racing and the loser does whatever the winner wants.”

It was Derpy’s turn to feel nervous. “I didn’t mean to spy, but you guys were all over the sky!” She smiled. “That rhymes. I sound like Miss Zecora! Anyway, I read Play-Filly. I know some strong willed ponies like Rainbow Dash can secretly desire to role-play that their lovers are really the ones that are strong and forceful.”

“Uh, role-play?” Twilight felt as if a great weight had lifted from her shoulders. “Oh yeah, role-play.”

“Besides, Rainbow Dash teaches a Pegasi mating defense class. If you were REALLY doing something wrong, she probably would have bucked you a broken nose!”

“Somepony reminded me of that not too long ago.” Twilight said while feeling a flash of her old guilt. “It’s a very good thing to remember.”

Derpy took matters into her own hooves. She leaned foreword and put her lips to Twilight’s. The kiss was as sweet and warm as her very first one! They parted, and Derpy smiled. “Miss Princess, let’s forget all about role-play, okay?”

Twilight nodded. “Uh, okay.” A smile spread across her own face. “Derpy, you didn’t close your eyes.”

“Is that wrong?” Derpy worried for a moment. “I know I’m a little different.” She stopped short. “Hey, Miss Princess, you didn’t close your eyes either!”

Twilight stole another kiss. She was surprised and pleased when Derpy’s tongue entered her mouth.

“Wow!” Twilight giggled. “You look right at me with both eyes when we kiss.”

“Of course I do, Miss Princess.” Derpy said with a smile. “Ya know what? Kissing is great! This felt just like my first, oh, never mind.”

Twilight’s horn glowed. In seconds, she was dry, with her mane a frazzled unkempt mess, but who cared about that. “Derpy, uh, would, would you like to come to my bedroom?”

It was happening! Derpy felt a fearful thrill race through her. “I, I don’t have much experience, Miss Princess Twilight, but, oh yes!”

Twilight giggled. “Not much experience? Kissing you is wonderful! I’m sure, uh, other things will be too!”

Feeling inpatient, Twilight didn’t even wait for Derpy to move. Her horn glowed bright, and she levitated Derpy right off of the toilet!

Derpy felt the magic flowing through her. Every part of her being was supported as she floated into the air. This was so different than flying! It was even better than the times the Doctor would extend the atmosphere outside of the TARDIS so she could experience the weightless wonder of outer space.

It somehow felt so nice knowing that princess Twilight held her safe and secure as she trailed behind the princess like a balloon on a string. Twilight slowly trotted from the bathroom and headed towards her bedroom loft.

“Oh, oh, what’s happening?” Derpy gasped as she slowly turned upside down and moved in front of Twilight.

“Don’t worry.” Twilight said nervously. “I, um, just wanted to kiss you again.” Inverted in relation to each other, Twilight’s magic brought them face to face once more.

“You’re upside down.” Derpy giggled as her mane brushed along the floor and her hindquarters ended up just inches from the ceiling. Then they kissed, and talking was forgotten.

Twilight forgot herself. “Fluttershy likes when I do that.” She looked stricken and gently settled Derpy to the bed. “Oh, I’m so sorry. I shouldn’t have said that!”

Derpy just smiled. “Miss Princess Twilight, I only saw you and Rainbow Dash together, but I’m not that silly. Every one of “Celestia’s Angels” has come to me for advice on being a single mom except for you. Don’t ya think I figured out who put the foals in their tummies?”

Twilight didn’t know how to feel. “Derpy, you aren’t upset?”

“Heck no I’m not upset, Miss Princess!” Derpy wriggled on the bed. “This is exciting!” Her voice dropped to a whisper. “It’s so very important, too!”

“All of my friends are important to me!” Twilight exclaimed loyally. “Derpy, I hope you know that I consider you to be my friend!”

Derpy patted a hoof on a pillow and then spread her four legs wide. “I like you too, Miss Princess! Now come and lay next to me, okay?”

Twilight was mesmerized. She had been with quite a few mares, but this was her first time with a mother! It was so exciting! She whimpered softly while staring between Derpy’s hind legs. “A foal came out of there.” She whispered excitedly.

“One sure did, Miss Princess.” Derpy said proudly. “I was in labor with Dinky for hours before I dilated wide enough to…” Her eyes opened wide. “Oh, oh yes please!” she gasped as Twilight failed to join her in bed, but suddenly thrust her face between her hind legs instead.

The analytical part of Twilight’s mind attempted to taste a difference between a marehood that had born a foal, and those she had known that had not…Yet. Rational thought was soon swept away as she gloried in the musky sweet taste of a mare in her heat.

Derpy shivered in near ecstasy. Was it a futanari thing? Princess Twilight’s tongue had that same wonderful rhythm and flutter she remembered from the night she lost her virginity, and gained her darling daughter. She put her front hooves in Twilight’s frazzled mane, and whimpered in pure delight as she relived part of her first Grand Galloping Gala.

Twilight’s penis ached to penetrate where her tongue danced, but mother or not, she didn’t wish to rush Derpy. Twilight wanted the mare’s second time to be something special!

Saving the world never felt so wonderful! Derpy mewled and whimpered as Twilight’s tongue did wonderful things to her. Riding pillows or rubbing herself with a hoof was a poor substitute for the real thing! Now that Dinky was old enough to understand a mare has certain needs, Derpy hoped that she wouldn’t have to wait such a long time ever again!

Derpy was getting wetter by the second, and Twilight loved it! She lapped eagerly, every few seconds needing to swallow the wonderful honey she gathered.

Derpy moaned. She remembered lying in the grass and staring at the stars as her first lover did these same wonderful things to her. Sure she had been a bit tipsy, but everypony was right. You don’t forget your first time! Princess Twilight was pushing her closer and closer, as she somehow emulated that long ago lover.

Derpy was squirming beneath her. Twilight had to put her front hooves against her lover’s flanks in an effort to hold her still. Her own needs were growing harder to ignore. It was time to force Derpy to the edge! Twilight lavished attention on the swelling pearl of Derpy’s clitoris. She was rewarded as moans soon turned to passionate cries.

“Oh, oh Miss Princess!” Derpy wailed. “That’s right! That’s just what she did! I, I’m going crazy! I’m, I’m gonna do it!” The writhing mare opened her mouth again, but all that emerged was a squealing whinny of pure delight!

Suddenly, Twilight’s muzzle was soaked! Derpy bathed her with glorious fluid as she happily tormented that beautiful jewel by lashing her tongue against it with the speed that even impressed Rainbow Dash!

“Goodness!” Derpy gasped when Twilight finally relented and let her catch her breath. “Do futanari take special classes in, uh, that? Today is like the Gala all over again!”

Twilight giggled. “I’ve had some practice, Derpy. I am so glad I pleased you!”

“You sure did!” Derpy sighed. “What about you? Poor Miss Princess didn’t get any fun yet.”

“Derpy, I know you’re kidding!” Twilight swiped her tongue over her glistening lips. “You have no idea how much fun I was having!”

“Doesn’t your penis want to have fun now too?” Derpy asked coyly. “I bet it does.”

Twilight gulped. “I bet you’re right.” She said gruffly.

Derpy’s ears pricked up. That tone! It sounded so familiar to her. “Are, are we really gonna do it, Miss Princess?”

“Of course we are, Derpy.” Twilight smiled. “Unless you want me to stop. It’s up to you, okay?”

“Okay Miss Princess!” Derpy rolled over and clambered out of bed. Once her hooves hit the floor, she took advantage and treated herself to a good long look under princess Twilight’s tummy. “Oh my, that is sure pretty.” She breathed. “It looks just like…” She thought for a moment and smiled. “It looks exactly the same!”

“It looks exactly the same as what?” Twilight asked, embarrassed at Derpy’s sudden scrutiny.

“Oh, nothing!” Derpy turned her rump towards Twilight. She lifted her tail high and bent her front legs to lower her head towards the floor. “I’m ready, Miss Princess. Please take me now!”

That beautiful yellow blonde tail held twitchingly erect was so inviting! Twilight moaned as she moved up behind Derpy. “I, I’ll be careful.” She breathed as she lifted up onto her hind legs and settled her body onto Derpy’s back.

“I’m not a silly virgin, Miss Princess!” Derpy said softly. She gulped. “I really am ready for you!”

Twilight used her magic to steady her throbbing erection. She found Derpy’s center, and placed the head of her cock against it. “So warm.” She moaned, as she began to press in. Her eyes opened wide in delightful surprise. Having no experience with a mother before, she kind of expected a somewhat loser entrance. After all, a foal came out of there! She was oh so wrong! “Sweet Celestia, Derpy, you’re so tight!” she cried.

Derpy once again felt a huge thickness entering her body. This time she felt no cider muddling her mind, and more importantly, no fleeting pain of tearing hymen. “Oh Miss Princess, you’re so big!”

Twilight buried herself completely within the willing mare’s body. “Derpy, you’re fantastic! It, it’s like you’re a virgin!”

Derpy moaned. “I haven’t been for a while now, Miss Princess!” She said huskily. “That ended at the Gala!”

Twilight adjusted herself, gripping Derpy better with her forelegs. “I wish I could have been there!” she gasped. “I can just imagine how tight you were then!”

Derpy lifted her head, and stood tall under Twilight. “That, that’s what she said!” she gasped as strong legs hugged her middle. “My Gala friend was all nutty over how tight I was. She talked about it even before we, uh, did anything!” She let out a soft whinny. “Oh yes, hold me!”

Twilight thrust her face into Derpy’s shining mane as she gripped her lover tighter with her front legs. She moved her rump and withdrew, just to ram her cock right back into that wonderful warmth. “You friend had good taste!” she said, as she fell into an energetic rhythm. “I’d like to meet her some day!”

“Two futanari together?” Derpy whimpered as she tried to picture a futanari couple penetrating each other at the same time. “It would be like a Morbius strip, or Ouroboros swallowing himself!”

Twilight couldn’t help a giggle. “I shouldn’t be surprised at your depth, Derpy!”

Derpy felt a dopey smile spread over her face. “You, you mean “down there”, Miss Princess?” she teased.

“No, silly!”

Derpy shimmed her flanks as Twilight thrust into her, and giggled when the princess moaned. “Are ya sure? I must be deep for that pretty penis to go oh so far up me!” She wriggled again. “I’m all full up with Pretty Princess Pecker!”

Twilight was surprised to hear the mild pony attempting to talk dirty. The playful alliteration was so very mild compared to Rarity’s vulgar rants, but it thrilled her just the same. “I’ll fill you up.” She groaned as her pace increased. “I’ll fill your belly with a foal!”

That was music to Derpy’s ears! The timeline would soon be safe, and she could just concentrate on enjoying the moment. To be fair, it was much longer than just a moment! Derpy panted and whinnied as Twilight just kept right on pumping into her trembling body.

Twilight fought to hold on as her lover succumbed and shuddered in orgasm. Just saying she would put a foal in Derpy made her worry a bit. Was this right? She knocked up so many mares already. Would ponies start to talk if every mare she knew was pregnant? Despite her sudden attack of conscience, she kept going as Derpy moaned and whimpered.

In and out her penis pushed into that wondrous snug warmth. The bedroom was filled with the rude sound of a hard shaft being slammed into a well lubricated tight sheath. Twilight felt the pressures building within her. “Soon, Derpy.” She gasped as her disheveled mane flew about her face. “Are, are you sure?” She groaned through clenched teeth and slowed to a stop. Twilight withdrew most of her member from that exquisite heat in order to give Derpy a choice. “I, I c-could p-pull out, huh-huh, and, and squirt it safely on your Cutie Mark.”

Derpy went wild. “No princess!” she cried as she slammed her rump back to impale herself fully. “Don’t stop now! Inside me, you have ta cum inside me! You just gotta make me pregnant!” Derpy took over. She wildly bucked back against Twilight, forcing that beautiful cock to thrust in and out of her body. “Do it Princess! Please, you gotta squirt me down right now!”

What was a princess to do? A sexy mare was begging for her to do just what she wanted to do anyway! Twilight gripped Derpy even tighter with her front legs, and just rammed in! The lovers slammed against each other with the mindless frenzy of animals fornicating in the Everfree Forest!

“I’m cumming!” Twilight gasped into Derpy’s mane as muscles deep inside throbbed and she was pushed past the point of no return. Her penis gave a mighty jerk. Twilight went rigid with the head of her cock nested snugly against the mouth of Derpy’s womb as her ejaculate burst forth.

Derpy shook uncontrollably as her body was ravaged in orgasm. Just knowing that the throbbing cock within her was saving the world somehow made it more exciting! This was better than any magazine fired masturbation session! This was even better than her first time! She rode from peak to climactic peak, as warm gooey wetness ran down the insides of her hind legs.

Twilight had a mouth full of Derpy’s mane as her pulsing gradually eased to an end. She tried to casually spit it out so as not to offend her lover. She shook her head to try and clear it. “We were in the traditional mating stance depicted in figure one of the Pony Sutra. How did we get down on the floor?” she gasped. “Oh my, Derpy, are you okay? Did I hurt you?”

Derpy sighed with sated contentment. She lay on her tummy; all four legs sprawled out on the floor, with Twilight still on her back. “I feel wonderful!” she looked around and smiled. “Sorry Miss Princess, my legs kinda went out from under me and we fell down. I think the jarring when we hit the floor made you squirt even more though, so it worked out nicely.”

“Derpy, you were fantastic.” Twilight said as she tried to ease up off of the prone mare. She slowly stood up. There was a slithering sloppy sound as her semi-erect penis withdrew from Derpy’s body. “Are you sure I didn’t hurt you?”

Rising on wobbly legs, Derpy grinned. “I’m just peachy-keen Miss Princess! This was nothin’ compared to on the job crashes!” She glanced down under herself and giggled. “I’m all messy though, but that’s wonderful! That means I’ll soon have your foal all safe and snug in my belly!”

Knowing that she sired another foal seemed to melt away her worries. “As long as you’re happy, I’m happy, Derpy.”

Derpy smiled. “I’m very happy, Miss Princess Twilight! This was even better than the first time we made love!”

Twilight blinked, and then her mouth dropped open. She snapped it shut and stared at Derpy. “What, what did you say?”

Derpy giggled. “You don’t have to pretend any more, Miss Princess. I figured out it was you at the Gala when I took a nice close look at your pretty penis. Besides, Dinky’s magic is getting so strong. Who else would be her sire?”

“Derpy, this was my first time with you, honest!” Twilight gasped.

Derpy smiled. “You don’t have to worry, Miss Princess. I won’t tell anypony that it was really you who sired Dinky.”

12 Twilight and the First Foal

My Little Pony: It’s good to be the Princess

12: Twilight and the First Foal

By Honey Moon

Taking a deep breath, Twilight tried to steady her nerves. “Derpy, tell me about the futanari you, uh, met at the Gala!”

Derpy giggled. “Somepony’s fishing for complements, I think!” She smiled. “I was a bit, uh, happy from hard cider, but I know it was really you.”

“Tell me about it.” Twilight nearly shouted.

“Okay, Miss Princess. I was enjoying the Gala when I met this beautiful Pegasi. She was dressed all in black lace, with a sexy little top hat resting on top of her wild mane style. You, I mean she wore a bandit mask hiding her face. The black lace of your body suit made your pretty purple coat look quite a bit darker.” Derpy giggled. “It was really naughty how you made yourself look like a blank flank!”

Twilight felt a strange panic hit. Her horn glowed and the magic caused her closet to fly open. “Was the lace outfit anything like this?” she whispered, as she took out the Darklace cosplay costume Rarity designed for their little role play adventures, and unknowingly for Twilight to also use with Trixie.

“You looked really exotic in it, Miss Princess!”

Twilight next brought out a hatbox. The lid lifted away, and the cute hat Rarity had given her just the other day rose up. “Does this ring a bell?”

“You had it hiding your horn, and it looked really cute with your mane in this style.”

Twilight looked in the mirror. Her hastily dried mane was in a wild sort of puff, like a dandelion about to release its seeds. It looked like the “Natural” style favored by young urban ponies in Saddle Arabia. She sighed, and brought out a final item. “And this?” she asked softly, as she lifted last year’s Nightmare Night mask to her face.

“I gave you such a mysterious look, Miss Princess!”

Twilight felt a shiver run through her. Since the fateful failed attempt to send Spike five years into the future and back again had instead aged her five years and made her a futanari, she had carefully rewritten her time spell. Did this mean it worked, or will work?

Derpy stared at Twilight and realization dawned. “Oh wow! It wasn’t you back then. It’s going to be you now! Today is the day for you! Miss Princess, you’re planning to travel in time again like when you came back to warn yourself. You’re gonna find me, aren’t you? You wanna get my virginity, don’t ya?”

“Would, would that bother you?” Twilight asked timidly. “Would you mind if I made sure that I was the one to sire Dinky?”

“Heck no Miss Princess, this is so exciting!” Derpy told Twilight the year of the Gala she attended, and Dinky’s age. “Now go find her! Go and have a good time!” She put a hoof between her hind legs and then stopped. “No, I won’t tempt you! Save it all for past me! I’ll wait until you go before I fiddle-diddle my gooey puss. Now get that silly mare and show her what you can do!”

Twilight laughed. “I’ll do my very best, Derpy!”

Derpy smiled. “Don’t let her fool you, Miss Princess Twilight! She played hard to get, but trust me; she was just dying to lose her maidenhood! Don’t you listen to her! Just be firm.” Derpy giggled. “I don’t mean it THAT way!” She giggled. “I know that will be nice and firm. Just you make sure she lets you be the one! I, no, we want you to get our cherry! Remember that, Miss Princess Twilight!”

Derpy seemed to have an uncanny grasp of the intricacies of time travel. That did nothing to prevent Twilight from feeling a sudden sense of guilt. Derpy played hard to get? Was Derpy telling her that she was…Twilight gulped. Forced? Was she going to have to, uh, coerce Derpy of the past in order to assure time retained its proper flow? That would be just a little too close to what she had done with Rainbow. Was she going to have to break the promise she made to herself and Rainbow, and force Derpy? “I’ll try to ease her along.” She said quietly.

“Hurry! Go do magical stuff and show that silly tease what happens if ya drink hard cider when you’re in your season!” Derpy seemed to forget what she had said about waiting, and put a hoof once more between her hind legs. She whinnied softly and wriggled in sensual delight on the bed as her hind legs spread and lifted until her hooves pointed toward the ceiling. “Uh, Miss Princess, try ta save a little for me when ya get back, ‘kay? You gotta make sure both past and present me are good and preggered up!”

Twilight nodded dumbly. “I, um, that’s never a problem.” She hastened to turn from Derpy as the mare began to masturbate with an obviously skilled hoof. “I’ll be back in no time, literally!” She said, as she nearly galloped for the stairs. Twilight’s horn glowed, and her mask, hat, and lacy costume trialed behind as she headed down to the library proper.

Twilight hastened to don her role-play garb and settled the mask on her face. Once she had the hat perched on her head to hide her horn, she opened the library door to step outside. She knew it wasn’t necessary, but she liked to see Canterlot in the distance before teleporting there. She took one step outside and gasped. “Doctor!”

“Princess, I have something important to tell you.” The stallion said in obvious embarrassment.

Dinky peered out of the tall blue box inexplicably standing on the lawn in front of the library. “Gee princess twilight, you look pretty. Doesn’t she, Doctor? I really like her mane!” Dinky gasped, and started to giggle. Princess Twilight, you look like a blank flank!”

Twilight felt her face grow warm under her mask. Rarity had cleverly inserted modesty panels beneath the lace over her flanks, just the same shade of purple as her coat. She claimed it made imagining Twilight as Darklace much easier. “It’s just for my masquerade, Dinky. I’m way too old to be a blank flank!”

“Who are you dressed as?” The inquisitive filly asked. “That’s not any kind of Starswirl costume, and that’s who you always dress as!”

The Doctor motioned with a hoof. “Dinky, I told you to stay inside.” The filly dashed back into the box. With a creak, the door closed. “Princess, I have to tell you something very important about Dinky.”

Twilight took a moment to register his words. She had been too busy staring at the pretty little filly. Did she see a resemblance to herself in Dinky? Yes, yes she did! Why had she never noticed before? Dinky looked so much like her lovely mother, but there was a wonderful hint of her sire as well!

She couldn’t help smiling. Dinky’s horn had just the same spiral and delicate shaping that hers had when she was that age. Twilight knew it well from the thousands of pictures daddy took of her as she was growing up. “What have you to tell me about my daughter?” she asked with an unmistakable tone of paternal pride.

“I did a quick scan and noticed the same Artron energy signature. It’s almost hidden by later temporal events, but…” He stopped. “Oh, you know. That makes things simpler.” He seemed to notice her mode of dress for the first time. “Planning a little trip?” he asked quietly.

“Yes, if you must know.” Twilight smiled.

At that moment, there was a sudden flash. “My dear Twilight Sparkle. Have you seen Fluttershy?” The newcomer asked. “Recently it has been quite difficult to arrange visits with her. She’s always busy with you and that razor tongued Tom-Colt Rainbow Dash. Not that I’m complaining. Fluttershy needs the, shall we say, “Relaxation”.”

The Doctor stiffened. “Discord” He said quietly. “What are you doing here?”

“Doctor, how nice it is to see you again.” Discord turned to Twilight. “My dear, would you remind our esteemed friend that I have reformed? He doesn’t seem to quite believe me when I tell him.”

Twilight giggled. “It’s true, Doctor. Discord may be rude some times, and a royal pain in the flanks most times, but I do consider him a friend.”

“Friendship is Magic!” Discord told the Doctor, while grinning broadly. He turned back to Twilight once more, and froze as he finally noticed how she was dressed. “Why how silly of me! I should have known it was you all along, my dear Twilight!” He laughed. “If only I could send myself some popcorn! I do enjoy a snack while watching performance art.”

He vanished just as fast as he appeared. “Now what was that all about?” The Doctor asked.

“Who knows? It’s just Discord being Discord.” Twilight grinned. “See you later!”

The Doctor shielded his eyes with a hoof as with a loud magical discharge, Twilight vanished in a burst of Teleportation magic. Turning to the TARDIS, he sighed. “I do wish she would leave time travel to the professionals. Still, no harm came from her rather comical attempt to give her past self a message.” He sighed. “Besides, I do not think Derpy would take too kindly any attempt I made to assist in this uh, “adventure”.”

Twilight appeared on a mountain ledge, just short of Canterlot Castle. She shivered. The immense power she used nearly pushed her already aroused body into orgasm. It was all she could do to hold back and keep from displaying a fierce erection. “I can’t let a guard see me dressed like this.” She whispered huskily. “He or she might like it too much. Worse, Princess Celestia might spot me!” Twilight still couldn’t bring herself to admit to her beloved mentor the fact that she was not pregnant. “I’ll just use the time spell from here, and then head to the Gala under wing power.”

Twilight closed her eyes and visualized the complex elements of her refined and revised time spell. She gathered the magic within her, and opening her eyes, she let it burst forth!

Entering the time stream, she experienced the sheer wonder of everywhen! This was far different than a hop of just a few days. Twilight was exhilarated as the years between her and the younger Derpy at the Gala melted away. Her eyes beheld the vortex around her, hardly able to focus on its almost terrifying beauty. Energies almost beyond comprehension flowed around and through her. It was glorious!

Materializing on the same rocky ledge, Twilight nearly collapsed. Her body shuddered as she experienced a very nice orgasm. Thankfully, extreme magic use seemed to trigger her mare aspect more than her penis. Although looking down under her belly, she moaned to see her cock quivering proudly erect. Rarity’s wonderful design had left a difficult to see opening that her penis never failed to find. Now it looked quite nice with a wide ring of black lace snugly encircling the base.

“That won’t go down in a hurry.” She said shakily. The snugness of the elastic lace always kept her erect much longer than if she were totally nude. Twilight adjusted her mask, and made sure her hat hadn’t been lost in the time stream. “Still, nopony will recognize the mysterious masked Pegasi futanari blank flank!” She gulped. “I hope!”

Feeling the wind against her rigid member, Twilight flew towards the castle. She didn’t have an invitation, but that didn’t deter her. Twilight knew the drill from her disastrous Gala night a couple of years ago in her own personal timeline. She landed, and calmly joined the line approaching the public entrance.

Ponies whispered around her. Twilight felt a thrill as several mares inched closer to the proudly displaying futanari. Keeping her eyes on the prize, Twilight did her best to ignore the beautiful ponies around her. She hoped nopony noticed the glow under her hat, as she serendipitously teleported a ticket away from a pony that had just entered.

“One, for the Gala.” She said softly as she presented the ticket once again to a guard that had already seen it. The Earth pony mare looked more at Twilight than the ticket. “Have a wonderful time.’ She said officiously. Her voice dropped to a soft whisper. “I go off duty at midnight, dear. Maybe I’ll see you then?”

Twilight smiled politely. It wouldn’t do to cause hurt feelings. “Perhaps, I do so like a mare in uniform.”

Twilight trotted through the gate and teleported the ticket back into the lovely saddlebag of its rightful owner. “Maybe I better tell Princess Celestia to tighten security at future Galas. That was almost too easy!”

Twilight went in search of Derpy. She had greatly improved Starswirl the Bearded’s original spell, but she only had one hour and forty-two minutes before she snapped back to her own time. The faster she found Derpy, the more time she had to ease the younger virgin into accepting her as a mate!

As she trotted along, Twilight felt all eyes on her. There was something to be said for the total anonymity granted by her impromptu disguise. Princess Twilight Sparkle would be mortified to be seen publicly displaying. The Mysterious Unknown Futanari seemed to relish the attention. That is until she was approached by rather large young stallion.

“Oh, good evening, sir.” She said in what she thought of as her Darklace voice.

The handsome Unicorn in a rather dapper tuxedo jacket smiled. “Well, well, what do we have here?”

Twilight gulped. She was still in heat. Was she going to have to risk exposure by defending herself with magic from this big handsome stud, um, stallion? “What does it look like?” she asked with more calm than she actually felt.

The Stallion laughed. “It looks like trouble!” he said as he eyed Twilight’s member.

“Look, I have, um, a marefriend I’m meeting here. You don’t need to be threatened by a futanari making time with your special somepony!”

The stallion’s eyes opened wide. “Whoa there, sweet flanks. Don’t go putting the cart in front of the horse! Nopony minds you being here!”

Twilight paused. He looked a few years younger, but was this… “Donut Joe!”

He grinned. “That’s the name, toots. I make the best darn donuts in Equestria!”

Twilight couldn’t help grinning. “I know, I’ve been to your shop a million times.”

Joe stared at her. “What are you talking about, sugar rump? I’m still tryin’ to line up financial backing to open a little place here in Canterlot. You have no idea what a prime spot within the city walls cost.”

Twilight cringed. She had to watch out for anachronisms! She didn’t want to disrupt the past. “I, uh, I only meant you’ll undoubtedly make a million bits if your donuts are as good as you say.”

“They sure are!” He sidled up to Twilight and gave her a bright smile. “Maybe we could help each other out here.”

This was getting a little dangerous. She had to remind herself that she was still in heat! Twilight glanced around nervously. She had to find Derpy, and fast! “Well, like I said, I have a marefriend. Sorry and all that, but I’m not interested in you in, uh, “That” way.”

“Hold up, sweet flanks. I ain’t looking for your type action.” He pointed a hoof in the general direction of her throbbing erect cock. “Your delightful aroma is getting’ me all fired up, but that might put me off my stride, if ya know what I mean. I have a different proposition for ya.”

Twilight’s eyes narrowed. “I don’t have any bits to invest in a business venture.” she said in her husky Darklace voice.

“I ain’t talking finances!” Joe lowered his voice. “I just want to ask a tiny little favor. Let me explain. Any stallion that knows his way around a saltlick knows that the mares go simply gaga over the blessed.” He paused, looking a bit embarrassed. “That’s true, isn’t it? It’s not just an old mare’s tale, right?”

Twilight felt her face grow warm. She was certainly kept busy by all of her friends. She looked around at the many lovely mares simply staring at her. “Well, I guess you could say it’s true. What’s this favor you want to ask?”

“Oh, it’s nothing much, really.” Joe’s voice grew very quiet. “Um, I’d just like to tag along a bit, you know, um, to pick up any frustrated mares looking for something like that.” He pointed at Twilight’s member again. “I, um, well, could pick up your horny strays.”

Twilight had sudden dangerous thoughts concerning her newly instilled appreciation for being penetrated as a mare by something big and hard. She knew full well that being in heat; it wasn’t just her penis craving attention. Before she had even become a futanari, Pinkie Pie had declared that Donut Joe really knew how to fill a mare’s pastry. If anypony would know, Ponyville’s prestigious party planning pony would!

After the National Dessert Competition, Pinkie and Joe had disappeared together for hours. When she finally returned for the train ride back to Ponyville, there was a noticeable sort of tender sway to her hindquarters. Her hind legs had a slight but distinct bow to them. When Twilight had asked what was wrong, Pinkie pinkie swore all her friends to secrecy and regaled them with the titillating tale. Twilight remembered how she had humped a pillow all night long fantasizing about Pinkie’s wild ride.

Twilight sighed. “Okay Joe, just as long as you keep out of my way, and don’t think of ME as that randy mare!”

“No offence, but that thing you’re sporting doesn’t quite appeal to me.” He gave her a charming lopsided grin. “I will hang back a bit though. Your scent is making it kinda difficult to keep my cool, if ya get my meanin’.”

Twilight tried not to, but couldn’t help glancing under Joe’s belly. She took a quick step away from him when she saw the broad head of his cock peeking out at her. If the size of that massive head was any indication…Oh my! The head of Princess Celestia’s gorgeous member wasn’t quite that big! He must be HUGE! It’s a wonder Pinkie could still walk after taking Joe on!

Twilight took a deep shuddering breath, and hoped Joe wouldn’t notice how her cock twitched eagerly when she thought about his mighty siege weapon invading her castle keep. She had to keep her mind on Derpy! Once she returned to her proper place and time, she was going to offer herself to Shining Armor before she made a mistake that saddled her with a big belly before Princess Celestia had another shot at her! Meanwhile, she tried to calm herself. “Okay Joe, you can tag along. Come on, I just have to find my friend!”

Joe looked down at the polished marble floor, noting the small puddle of clear fluid that had dripped from her cock. “You ain’t kiddin’, sweet flanks. Lead on!”

Twilight headed off with Joe following along behind. Time was ticking away. She had to find and seduce Derpy before it was too late!

Trying not to think about the passage of time, Twilight searched every nook and cranny of the palace open to the public for the Gala. In the dining hall just off the main ballroom, Twilight struck Pay Dirt.

“Pardon me Ma’am!” she said to the illustrious and wealthy mining magnate she had collided with. It took all of her willpower not to use magic to assist the glamorous pony back up on her hooves. “I am so very sorry!” Her cock twitched as she watched the mare give her rump a little shake to settle the skirts of her gold-lamé gown back over her flanks. The strategically placed slit gave a tantalizing glimpse of Pay Dirt’s pick-ax and gold nugget Cutie Mark.

The older Earth pony eyed the masked stranger that had knocked her off her hooves, noted her state of arousal, and smiled. “Pardon me, my dear. It seems you have something, or perhaps somepony that urgently needs your attention. I have no wish to delay you in your time of need.”

Twilight giggled. “I guess you could say that!” She tore her eyes away from the vision of flame red mane against lovely golden gown, and whispered. “I, I’m meeting my marefriend.” before heading to bar.

Pay Dirt sighed. “What a shame. I’ve never dallied with a futanari, but it’s always been my policy not to interfere with young ponies in love.” Nevertheless, she sort of casually followed behind the aroused and eager futanari. Pay Dirt didn’t notice when a smugly smiling Donut Joe fell in step right behind her.

Twilight made her way to a group of stallions clustered around the end of the bar. She heard a giggle, and her heart raced. “Derpy!” she whispered. “I found you!”

Pushing through the crowd, Twilight was dismayed by the sight she beheld. There was Derpy, not that she was dismayed to see her. She looked gorgeous in a rather simple white gown, trimmed in a yellow that exactly matched her mane and tail. Her bubble Cutie mark was displayed much larger than life in its fabric. She wore dainty golden slippers on her front hooves that gave her an elegant neo-classical look. This was offset by the startling eyewear she wore. The golden visor was large, with triangular shaped lenses. It gave her an otherworldly appearance, like some alien space pony in one of the scientific romance films she and Rainbow enjoyed between Daring Do books.

Personally, Twilight didn’t think Derpy needed to hide her unusual but lovely gaze, but perhaps the mare felt more confidant if ponies didn’t see her unique eyes. She had to tear her eyes away from the beautiful Pegasi to observe what had dismayed her so much.

“My dear, would you care for another?” Prince Blueblood asked smoothly.

Derpy giggled. “Another teeny weenie Apple, uh, Applewhat’s it?” She asked hopefully. “Sure, Mister Prince Blueblood, I’d like that a lot!”

“It’s called an Appletini, my dear.” Blueblood nodded at the bartender. “I shale have another sparkling water.”

When the drinks were deposited before them, Twilight noticed Blueblood’s horn glowed. A small pellet levitated from the exquisitely tailored jacket of one of his grinning cronies. This seemed to cause much amusement as it eased through the air to land in Derpy’s drink with a soft “plunk”.

Twilight leaned between them. She put a hoof against the drink and spilled it onto the bar before Derpy could pick it up. “She’s in heat, you lout. There’s no need to drug her!”

“How dare you!” Blueblood raged. He turned to look at Twilight, and gasped. “Sweet stars above! You, you are one of…THOSE!”

Derpy looked sadly at the liquid pooled on the bar. “No drinky for Derpy?” she slurred softly. “Oh my. They do make me feel dizzy. More dizzy than usual!” She giggled.

Twilight faced Blueblood. “Yes, I am!” She turned to Derpy. “Excuse me, is this stallion boring you? Why don't you talk to me instead? I'm a futanari."

Derpy seemed to notice Twilight for the first time. It took her a second, but she noticed what was proudly protruding beneath her tummy. “Goodness, that’s a big doo-dang ya got there, Miss Futanari!”

“Let’s go get you some fresh air.” Twilight said, hoping to get the mare far away from Prince Boor.

“Okay!” Derpy wobbled a bit, but seemed steady enough on her hooves.

“Wait!” Blueblood shouted. “You can’t take that commoner!” He stared wildly at Twilight’s erection. “You staff is magnificent! With it, you may even be lovelier than I! Come with me to my apartments in the castle. We shall make beautiful music together!”

Twilight sighed. “No thank you.” She turned to Derpy. “Whatever happened to being a bit drunk on hard cider?”

“Oh wow, can I have some cider too?” Derpy hiccupped daintily. “The Appletoonies burn a bit goin’ down. I could use somethin’ refreshing!”

Twilight felt her heart pounding as she led Derpy out into the cool night air. “How are you feeling?” she asked as she tried to ignore how hard her cock throbbed in anticipation.

Derpy giggled. “Wouldn’t you like to know?”

Twilight stopped in her tracks. “Uh, what are you talking about?”

“Miss Futanari, I betcha wanna feel up my flanks, like Mister Prince Blueblood kept doin’.”

Twilight gasped. “What?”

Derpy looked left and right, as if looking to see if anypony was listening. “I’m in heat.” She said with a smug grin. “He wanted ta do this and that with me. I wasn’t gonna give him no honey though. I’m not that easy!” She hiccupped again. “I’m glad I’m safe with you, Miss Futanari. You have manners and keep your hooves ta yourself!”

“You’re drunk.” Twilight said. “That’s not a good way to be while in heat.”

“I am not no way drunk.” She spread her wings and nearly tipped over sideways. “Uh, maybe I’m a little drinkie, um, drunkie. I was doin’ okay until I had that thir, uh forth Appletoonie.”

Twilight was beginning to feel worried. Was she going to have to force Derpy in order to preserve future events? She didn’t want to do that again. How would she face Rainbow? How would she look at herself in the mirror? She sighed. “Maybe I should just take you home.” She said dejectedly.

It was nearly midnight. Maybe it wasn’t too late to find that lovely and obviously willing palace guard and rid herself of this fearsome erection before going home. “Yes, it would be best if I saw you safely home.”

“Goodnight kisses first!” Derpy demanded in a childlike voice. “He wanted to get all kissy-face with me, but I wouldn’t let Mister Prince do that!”

Twilight was stunned. How in Celestia’s name was this “playing hard to get”? She took a deep breath. “Sure, I’d like that.”

Derpy turned and leaned toward Twilight. Their lips met. It started as a quick peck on Derpy’s part, but Twilight could taste a thrilling hint of Appletini on her lips. She couldn’t help herself and slipped her tongue into Derpy’s mouth.

Derpy moaned, but didn’t pull away. When necessity made them part to come up for air, she sighed. “That was my first kiss, Miss Futanari, b-but why did ya put your tongue in my mouth?”

Hope burning anew, Twilight smiled. “It was you that let me in. Didn’t you like it?”

Derpy thought a moment, and then grinned sheepishly. “I think so. Maybe we should try again, just ta make sure!”

“Yes, just to make sure.” Twilight said softly, before once again claiming Derpy’s lips. She was thrilled when with practically no hesitation, Derpy darted her tongue into her mouth.

The ponies stood there, lost in their moment, as their tongues gently moved against each other. Twilight had to resist all urges to use her magic to gently hold Derpy against her. It was unneeded though. Derpy took to Fancy Kissing like a duck to water. It was Twilight’s turn to moan when she felt just how long her friend’s tongue really was!

Twilight felt she had to try. Her body was burning, and it needed to be soon! Besides, she had almost lost track of time. There was no way she wanted to snap back to the future in her present condition! The sensual nature of the magical discharge might make her explode into orgasm while in the time stream. What in the name of Equestria would happen if she showered semen all throughout history?

“Let’s go this way.” Twilight whispered to Derpy. She had to get Derpy someplace where they wouldn’t be disturbed. “Come on, I want to show you the Royal Sculpture Garden before taking you home.”

As they walked among the paths, Derpy drew closer to her companion. “This place is spooky.” She whispered. She stopped and stared up at one tall figure. “He isn’t though. He’s sure funny looking, but kinda cute.”

Twilight nearly stumbled. “So that’s what he had meant!” she muttered. Discord did always claim he had been aware of everything while imprisoned in stone. She couldn’t help herself, and stuck her tongue out at the stone figure.

Derpy giggled again. “Miss Futanari, could, um, we kiss some more?”

Time was precious. If it was going to happen, Twilight had to act fast and get this seduction moving! “We sure can, Derpy.” She leaned in close, and gently flicked her tongue against the mare’s ear and then whispered softly. “Would you like me to show you another kind of kissing?”

Derpy moaned. “You, uh, do you mean, um, Filly-Grazing?”

Twilight smiled. “Does that upset you, Derpy?”

“I, I’m not sure.” Derpy said softly. “I’ve read about it in magazines, but, I, I never tried it, uh, since I was a filly. What happens in slumber parties stays in slumber parties.”

Twilight flicked her tongue against the delicate fold of the mare’s ear once again. “Would you like to try again?” She grinned wickedly. “My tongue can’t get you pregnant.”

“Oh yes please, Miss Futanari!” Derpy said huskily. “What should I do?”

Twilight led her off of the path to the grassy clearing, making sure that Discord had an excellent view. “Just lay on your back, Derpy. I think you’re going to enjoy this.”

Almost falling, the tipsy pony practically threw herself on the ground. “You, you won’t try to sneak and, um, stick th-that in, will you?” She stammered while pointing a hoof up at the massive erection above her. “I’m in heat, ya know.”

“I won’t do anything you don’t want me to do.” Twilight breathed as she lowered her head. She dragged her tongue over damp lips and moaned in delight. Maiden Derpy tasted just as sweet as mommy Derpy! She pushed her tongue inside, and felt delightful warmth.

Derpy cried out as her front hooves dug into the lawn at her sides. “Oh, this is wonderful! It’s better than doin’ it with your hooves!”

Twilight did her best to tease and torment Derpy. She just had to get the tipsy pony so horny that she would lose all inhibitions! “Oh stars above!” she gasped in a brief pause. “You are going to be so tight!”

Derpy whimpered. “No, don’t stop yet!” she begged. “I wasn’t there yet! I, I was so close!”

Twilight’s need made her grow bold. “I can make you feel even better.” She said huskily.

Derpy gulped, staring up at the huge member beneath her new friend. It seemed to shimmer in the moonlight and her eyes just couldn’t seem to move away from the lovely staff. “You c-can’t put that in me!” she gasped as she spread her hind legs a little wider. “What, what if it doesn’t fit?”

Twilight nearly cheered! This is what future Derpy called “Hard to get”? Why, she wouldn’t have to force this Derpy at all. “I’ll be very careful.” She breathed.

Derpy squirmed on her back, wings spread on the ground. “Just, just a little.” She gasped. “Don’t make any juice! I, I don’t wanna be a momma!”

Twilight was oblivious to her surroundings. Discord was watching, but he was a stone statue right now and didn’t count. It wasn’t like they were being seen by any flesh and blood ponies! She smiled down at Derpy. “You look lovely in the moonlight.” She sighed as she extended a hoof, intending to gently flick off that silly golden visor.

“No, don’t peek!” Derpy whimpered.

Twilight stared down into that unusual gaze. “You’re beautiful.” She breathed. “Don’t ever hide your lovely eyes!”

“I, I am?” Derpy giggled. “You’re hiding more than your eyes, Miss Futanari!”

Twilight lowered herself gently over Derpy, trying to line up properly without the use of magic. “I must keep my identity hidden.” She whispered. “In the due course of time, you will know all of my secrets.”

Derpy wriggled nervously as her new friend settled down over her. “We’re being watched!” she cried fearfully.

“He can’t do anything.” Twilight said softly as she glanced up at Discord towering above them. She turned her full attention back to Derpy. Topping a pony lying prone on her back was a difficult and strenuous position, but it had one huge benefit. Twilight loved looking at the faces of her lovers! Derpy looked simply adorable as she worried that somepony might see them.

“No, the moon is so bright, ponies could see everything!”

“The Mare in the Moon won’t mind.” Twilight whispered as she sort of hunched around trying to wedge the head of her cock at Derpy’s little opening. She sighed and her eyes misted up a little, thinking about Princess Luna trapped and lonely. Thank goodness she would be freed very soon! “Just relax. I promise you’ll like this!”

Derpy whimpered. “I didn’t mean her! What if ponies come to see the statues? They’ll see us!”

Twilight leaned down and kissed Derpy’s nose. “We’re totally alone, my little pony. Nopony would come out here during the Gala. Just relax and let me make you feel good.”

Derpy smiled nervously. “If you say so, Miss Futanari. I do hope you’re right.” She squealed as something warm and hard pressed firmer against her. “Be careful.” She said softly. “If ya go in, ya might squirt me! Then I’ll be in big trouble!”

Twilight giggled. She leaned down and whispered in Derpy’s ear. “You’re a full grown mare. How would you possibly be in trouble? I happen to know that the Post Office has a very liberal program of maternity leave and financial support for pregnant mailmares.”

Derpy’s eyes opened wider. “You, you know so much about me! It’s almost scary!” she breathed in awe.

Twilight grinned and quietly reassured her lover to be. “Don’t worry about it. Just enjoy this wonderful night!” The head of her cock finally found what it sought. Twilight let out a low whinny at the heat she felt. “This is going to be so good! If you were so tight after, how will it be before? You’re going to be so tight; the thought is just driving me crazy!”

Distracted, Derpy giggled. “You’re talkin’ crazy, Miss Futanari!” The urge to giggle left and she let out a nervous whinny when the pressure suddenly increased against her most sensitive folds. “Oh, oh wait! I, I’m not so sure about this, Miss Futanari!” She thought about trying to wriggle away, but being a full grown mare virgin had been bothering her more and more the past couple of years.

Her thinking still fuzzy from the Appletini’s, Derpy made what was perhaps an unwise decision. “Uh, just put it in a little, ‘kay? Just a tiny bit so I’m popped, but no squirts!”

Thank goodness! Twilight felt as if a weight had lifted from her back when Derpy gave permission, as conditional as it was. She thrust sharply before her lover changed her mind. In seconds, she had bottomed out inside the trembling mare. Twilight felt herself sheathed in tightness like she had never known. “Oh sweet Celestia, you’re squeezing me!” she cried.

Derpy let out a squeal as her hymen was swiftly torn asunder. “My maidenhead!” she gasped. The pain wasn’t so bad, but Derpy had suddenly lost something rather precious to her. “Oh no, I, I’m not a maiden any more! How will I ever get married now?”

Twilight held still, completely buried in Derpy’s snug warmth. “Nopony saves there maidenhood for marriage any more.” She giggled. “You should talk to Rar, uh, some of my friends.” She pressed her lips to Derpy’s and gave her a soft little kiss as she began to move over her.

Derpy whimpered. “Oh, it, it doesn’t hurt any more, um, not much.” She said before kissing her lover again. “Ya gotta be careful though. If ya squirt, I’ll get a belly full’ a foal!”

“Tell me when to stop.” Twilight said firmly. She took a little risk, but knew Derpy was so aroused, not to mention tipsy, that it would pay off in the end. “I swear I’ll pull out when you tell me to, okay?”

Derpy reached up with her front legs and crossed them over the beautiful futanari’s back. “Kay!” she said nervously. “You, you seem honest. I think I can trust you!”

Twilight rocked herself onto Derpy. She loved how this position forced her to use short powerful jabs, instead of long slower strokes. “I was right. You’re even tighter before!”

“Miss Futanari, be careful!” Derpy moaned. “Don’t do anything inside me!”

“Do you want me to stop?” Twilight asked with a wicked grin.

“NO! Not yet! Please don’t stop yet! You just gotta be careful!”

Taking absolution in Derpy’s plea, Twilight kept right on sawing in and out of that wonderful snugness. “I don’t know how much longer I can hold back.” She said breathlessly. “You’re so hot!”

Derpy whimpered. She tried to make her legs cooperate, but she only hugged the pretty Pegasus tighter to her. “Hold back!” she begged. “Just, just for a little bit more! I, uh, I’m gonna go crazy! You gotta make me go pop and then pull out before an accident happens!”

“Just you tell me when.” Twilight gasped, as her movements grew ragged and rougher. “I, I can hold on a little while longer.”

Derpy felt it gathering deep within her. This was so much more intense than playing with herself. Even her trusty hoof held showerhead didn’t make her feel like this! “Don’t stop!” she wailed, as her body began to shake. “D-Don’t stop, but don’t squirt!”

Twilight grunted. Derpy’s body was positively milking her cock! “Can’t stop it!” she cried, as she rammed in deeply.

Derpy looked up at her lover’s pretty but masked face, and knew it was too late. She also knew that there was nowhere else she wanted to be! She was being mated by a futanari, and it was wonderful! Her body shook as wave after wave of pleasure tore through her.

Twilight lost her feeling of guilt when Derpy stared up at her. Both eyes even lined up with hers as the mare lost the look of fear, and simply glowed with a loving smile. “So good!” she managed to gasp, as her cock spurted again and again.

When it was finally over, Twilight came to her senses at the sound of a happy little giggle. “Miss Futanari, you sure made a mess of me.” Derpy said with a silly grin.

Twilight couldn’t help grinning back. “You’re still drunk, kiddo.”

“Maybe, but this is the best night ever!”

Twilight was startled when her frizzed out mane began to crackle with magical energy. She had maybe a minute before the spell catapulted her back to the future! “Times up!’ she gasped. “I promise, you are going to have a wonderful life! Remember, someday you will know everything about me!”

“Will I ever see you again?” Derpy asked longingly.

“I swear it!” Twilight vowed as she pulled her softening cock from her lover’s body. “It may take a while, but I swear we shall make love again!”

Somehow Derpy managed to stagger to her hooves. “I’ll wait for you, Miss Mysterious Futanari! I promise I will!”

Twilight would have liked to stay and tell Derpy it was alright if she found another lover, but she could feel the magic building around her. She quickly stole a last sweet kiss before taking wing. “I have to go now! You were superb, my little pony! We will meet again!”

She had no time to lose! At this moment in time, Equestria had only two Alicorn princesses. Princess Celestia and her beloved foalsitter and future sister-in-law Cadence were unique. It would blow her cover if she let anypony witness a “Pegasus” using magic! Twilight raced through the air, nearly whapping the stone Discord in the face with her still semi-erect cock as she frantically flew over him. Just as she reached a small cloud she could hide behind, Twilight caught a quick glimpse of Joe far below. It looked like his plan had worked, since he was still topping the elegant mare she had bumped into earlier.

Twilight’s eyes opened wide. They had a direct line of sight to the lawn in front of Discord’s stony prison. “Oh shoot! Were they watching me and Derpy? Did they make out while being voyeurs?” Twilight felt embarrassed, but kind of thrilled, too. “Maybe sometime Fluttershy and I…” Magic exploded around her before she could complete the thought. With a cry of sensual delight, she snapped back to her own time.

Once again on the rocky ledge, Twilight whimpered. “Oh Tartarus!” she swore. “I’m hard as a rock all over again! I have to do something about this!” Smiling, she closed her eyes and teleported.

Twilight popped back into real space directly over the Golden Oaks Library. For a split second she thought she saw the Doctor’s weird blue box still on the lawn, but it seemed to fade away. “I’m seeing things.” She whispered. “Is it from being oversexed? I’ll worry about that later!” Twilight’s horn glowed brightly. Instead of just flying the few feet and entering through her bedroom window, she teleported yet again.

Derpy had hardly started playing with herself, when Princess twilight suddenly just reappeared in the bedroom with her. Once again she beheld the princess in her full disguise, and squeed in delight. “I waited for you, Miss Mysterious Futanari! I promised I would!”

Twilight rushed to the bed where the pretty pony was still gently stroking a hoof on her messy leaking vagina. “You didn’t have to.” She whispered, while using her magic to roughly pull the playful the hoof away from Derpy’s sex. “I never wanted to keep you from having fun!”

Derpy laughed. “I have fun all the time. I’m in a serious relationship with my hoof held showerhead!” She giggled. Sometimes I even two-time him with a nice toy or a really handsome cucumber.” She eyed Twilight’s erection. “Oh goody, you didn’t waste it all on that greedy filly!” Derpy sighed. “Miss Princess, why don’t you lay next to me so we can get all snuggly?”

Twilight groaned. Although she had just made love to Derpy twice in rapid succession, albeit separated by years, she had maintained her fearsome erection for nearly two hours! This was almost as bad as when Luna slipped her a special potion that made her insatiable! Twilight had to ease the maddening throbbing! “I need you right now Derpy!” she moaned as she scrambled onto the bed. “I’m so hard I’m going crazy!”

Derpy whimpered. It looked like gentle fun would have to wait! “Miss Princess, I’m here for ya!” she cried nervously as the aroused princess began trying to jab that huge cock between her widely spread hind legs. She moaned as that hardness slipped over her tender lips over and over. The tantalizing touch of that firmly swollen head glancing over her was inflaming Derpy’s own already aroused desires. “Miss Princess!” she gasped. “Please make it go in!”

“I’m trying!” Twilight wailed as she frantically pushed against that snug opening, only to have her cock suddenly slip away from it again to spread semen up over Derpy’s tummy. “You’re so tight! All the nasty goo I left is making you way too slippery!” Twilight’s horn glowed as she magically aimed her cock at Derpy’s still semen dribbling vagina and held it firmly against the semen oozing little opening. She let out a guttural grunt, like some Everfree animal, and just rammed herself in.

The sloppy sound was quite rude as Twilight swiftly displaced the massive creamy-pie she left before her time jaunt. A huge amount of fluid was forced out of Derpy as Twilight threw herself into fucking the lovely mare. The bed would be ruined, but at this point she didn’t care!

Derpy squealed and whinnied as she was forcibly entered. Princess Twilight was like an animal! She was being used, the way young stallions used watermelons! It was thrilling! “S-Slow down!” she gasped breathlessly, not really meaning it. She grinned up at the wild eyed princess above her and hugged her with all four legs. “Be gentile with me, I’m gonna be a mommy!”

Twilight tried to slow down, but teleporting multiple times tonight, combined with her time travel spell, was a HUGE expenditure of magic. Even at the best of times, Twilight sometimes had trouble keeping her arousal in check. Her libido just couldn’t take all of that wonderful magical stimulation! “I knocked you up twice tonight!” she cried as her wings spread wider. “I’ll be gentle when you have a big belly!”

Derpy could do nothing but hold on. Actually, that wasn’t true. Nopony would accuse her of being a Dead-Flank! Derpy writhed under Twilight, matching her sensual motions with the princess’s animalistic rutting wonderfully. It was surprisingly quick. A delighted Derpy found herself being forced into orgasm after only a couple dozen powerful strokes!

Twilight whimpered. Derpy’s body was clutching at her as she tried to bring herself back under some kind of control. It was no use! She threw her head back and cried out as she once again reached the limit. Her body quivered as muscles contracted deep inside. Her penis throbbed and pulsed. She felt the mad rush as her thick hot ejaculate rushed up her turgid organ. Twilight shuddered in pure delight as her cock jerked and spat out endless gouts of seminal fluid to add to the slippery mess she had earlier left in Derpy.

Two ponies lay sprawled over a wet and somewhat smelly bed. Their gentle snores seemed to indicate neither minded sleeping in the gooey aftermath of their lovemaking. The purple pony whimpered in her sleep, her hindquarters thrusting weakly as she dreamed.

“I’m gonna knock you up!” Twilight told the huge watermelon she was jabbing her penis into.

The watermelon whimpered. “No, I’m just a seedling! The vine will disown me if I get pony preggered!”

Twilight laughed and pointed a hoof at the tiny purple watermelon watching them. “Half the vine already had my little round foals! Now shut up, so I can concentrate on squirting!”

The watermelon struggled to get away from the penis impaling it. “I will not succumb! I am too strong for pony seeds!”

“Shut up you dumb fruit or I’ll eat you for dinner when I’m done!”

The scarecrow sadly shook her head. “Princess, you will not impregnate that watermelon! She is far more powerful than you know!”

“You just watch me!” Twilight snuggled firmer against the melon. “She’s just brood fruit! I’ll fill her rind with my seeds!” She rammed in a final time and squealed as she ejaculated.

The scarecrow gasped. “Watermelon, not me!” The tattered clothes of the vaguely pony shaped figure started to distend as semen soaked into the fabric and straw from within. “Watermelon no, I can’t carry your offspring! I’m not really alive!”

When her spasms ended, Twilight gasped as the semen soaked ruin of the scarecrow began to shimmer and change. In seconds, the tattered crude thing was gone, replaced by the lovely princess of the night.

“Hello Luna!” Twilight said nervously. “I, um, I can explain!”

Princess Luna giggled. “Twilight Sparkle, your dreams are always so entertaining! You are more creative than most colts upon achieving their first night emission.”

“They’re getting weirder.” Twilight complained.

“Yet they seem to offer educational opportunities.” Princess Luna smiled as she looked out over all the tiny purple watermelons crowded around the patch of fully grown green fruit Twilight stood in.

“Papa!” The purple babies cried as they blinked their beady little eyes at Twilight. “Papa, papa!”

Luna giggled as she watched the watermelon scramble from beneath Twilight. There wasn’t even a hole in the rind where Twilight had been abusing it. “I do believe your subconscious mind has made a discovery.” Luna began to fade away. “Visit my sister, she will explain!”

Twilight sat up in bed. “Wait Luna, what does it all mean?” She gazed down at the peacefully sleeping Derpy and lowered her voice. “What could that crazy dream possibly mean?”

Author's Note

Although a stand alone full length story "Of Mares and Donuts: The Holes that need Filling" is sort of a sequel to chapter 12. I hope everypony enjoys it as well!

13 Tree Hugger Observes

My Little Pony: It’s good to be the Princess

13: Tree Hugger Observes

By Honey Moon

Twilight opened her eyes to a new day. “I do wish Luna hadn’t seen that dream.” She sighed.

A sweet voice spoke up. “What kind of dream, Miss Princess?”

Feeling her face grow warm, Twilight shook her head. “Oh, it was nothing.”

Derpy sat up. “Last week I dreamed I was the princess of all the muffins.” She giggled. “Princess Luna visited me in the dream and we ate some of my subjects.”

“She must have had a craving.” Twilight mused with a slight smile. “Dream muffins wouldn’t be fattening. She’s trying to watch what she eats.”

Derpy giggled. “When I had Dinky, I had the worst cravings ever for cupcakes! Why, for a while I couldn’t even look at a muffin. It was terrible!” She looked thoughtful. “Miss Princess Luna has cravings?” She nudged Twilight with a hoof and gave her a saucy wink. “Did you and she do “this and that” together?”

Twilight gasped. “Derpy, don’t spread that around!”

Derpy smiled. “Miss Princess Luna asked me advice about being an unwed broodmare too. I shoulda guessed that the Princess of Friendship had sired her foal.”

Twilight couldn’t help a grin. “How did I ever underestimate you, Derpy? You’re sharp as a tack!” She gulped. “Just don’t tell anypony, okay?”

“I’d never tell a Princess secret.” She grinned. “I wasn’t even tattling on Miss Princess Luna being pregnant. She’s really smug about her tummy growing and tells everypony about it in the Royal Voice.”

“I can just imagine that.” Twilight said with a grin.

Derpy took a deep breath. “WE NOTICED YOU STARING AT OUR TUMMY. DO YOU WISH TO RUB THE ROYAL BABY BUMP? IT IS SAID TO BRING THE RUB-EE GOOD LUCK!”

It was Twilight’s turn to giggle. “She just can’t seem to break that habit, but nopony minds any more.”

Derpy moved, and lifted a foreleg to pull down the bedding so she could get up. She froze, suddenly looking quite embarrassed and nervous. “Miss Princess?” she said softly.

Twilight smiled. “Twilight is fine Derpy.”

“Miss Princess Twilight? Um, could you lend a hoof?”

Twilight had been getting out of bed herself, glad that her night with Derpy seemed to have sated her enough to prevent a case of the dreaded “Morning Glory.” She turned back. “What’s wrong?”

“I, um, I wanted to go get cleaned up.” Derpy shifted a little and grimaced. “My tail is, uh, kinda stuck.” She fidgeted again, and let out a soft whinny. “Miss Princess, some of your stuff dried out. I’m sorta glued to the sheet!”

Twilight let out a soft moan. The bedding covering her suddenly lifted up, without benefit of hooves or magic. She lifted the blanket, and the musty smell of drying semen wafted out as she peeked under it. “Yikes, I guess I made a mess, didn’t I?”

Derpy turned to focus both eyes on the tent above Twilight’s mid section. “Oh yuck, you think that’s sexy, don’t ya?”

Ears twitching, Twilight grinned sheepishly. “Derpy, I can’t help it. Come on, let’s get you all cleaned up.”

Twilight rolled out of bed, penis bouncing to slap her tummy as she turned to pull the bedding away from her friend. Derpy’s pretty gray coat was all matted and stained with dried semen all over her hindquarters. Her bright yellow tail looked sort of dingy, and was indeed stuck to the sheets in several places.

“Ew!” Derpy giggled as Twilight used her magic to tug the sheets from her tail. She laughed, but gave a little jump too as individual hairs were almost painfully tugged. “That’s nasty!”

Twilight gave a meek shrug. “Yeah, I know. I get this way a lot when I have wet dreams.” She sighed. “Once I even woke up with my eyes glued shut with the gunk. That was quite a shock, I can tell you!”

Derpy laughed. “I betcha Miss Princess Luna likes those dreams!”

“I bet you’re right.” Twilight said with a crooked smile. Luna did seem to adore making appearances in her most embarrassing sexual dreams.

Freed of the bedding, Derpy surprised Twilight by following her into the bathroom. She looked at the princess’s erect penis, and then at the toilet. “Miss Princess? Could I watch, pretty please, with a muffin on top?”

Twilight gasped, but wasn’t turn about fair play? Yesterday she had been thrilled to watch Derpy pee. “Um, okay, but you have to promise not to laugh.”

“Why would I laugh, Miss Princess?” Derpy said, before a snicker escaped her lips as Twilight, horn glowing brightly, levitated and then turned over. The princess’s rump was almost touching the ceiling, while her face was level with the rim of the toilet bowl. The snicker soon turned into a rollicking case of the giggles, when Twilight hastily snatched her mane away after it dipped into the clear water in the bowl below.

“Oh ha-ha! Let’s all laugh at the funny pony!” Twilight said in mock anger as she hung in mid air. She couldn’t suppress a giggle of her own. “I know I must look ridiculous, but I have to watch my aim. Spike never complains, but I know he doesn’t like cleaning up my, um, assorted liquids.” She sighed as she turned a little more until her penis was pointed directly at the center of the bowl. “I can’t go any other way when I’m all hard like this.”

“Oh, I read that lots of stallions go piddle in the bathtub if they wake up with Morning Glory.”

Twilight turned her head to stare up at Derpy. “Do you want me to do that?” She asked softly. Her eyes opened wide. “Oops, it’s too late to change venues now!” She turned back to face the bowl, ever alert to avoid making a mess for Spike.

Derpy watched intently as first a little dribble, and then a strong steady golden stream rained down from the floating princess. Watching somehow made her feel really warm between the hind legs. She inched closer, and then boldly stuck out a hoof into the golden stream. “It’s so hot.” She said in wonder, as the stream deflected over the smooth rounded surface of her hoof, drastically altering the princess’s aim.

It wasn’t until Twilight started to sputter that she realized her mistake. Derpy snatched her hoof from the golden stream, but not before she had thoroughly soaked Twilight’s face. “Oh, I’m sorry Miss Princess!” Derpy cried. “I’ll get you a towel!” She glanced down at the small puddle under Twilight’s suddenly damp and dripping mane. “Where’s the mop?” she asked shrilly.

Twilight snorted and gasped. “Don’t worry about it.” She muttered huskily, trying to ignore the sharp tang on her tongue as she finished her business. She hoped that Derpy hadn’t noticed that she totally and completely by accident, swallowed, well, twice. Her body trembled just from knowing some of it got in her mane. Perhaps very soon she would bow to Pinkie’s demands, and “Wash” the pink pony’s mane!

Derpy looked at her wet hoof. As the stream diminished to a trickle, and then stopped, she put her tongue to the dampness and licked it. “Fair is fair.” She said softly, feeling an odd thrill at having zesty Princess pee-pee in her mouth.

Twilight turned herself around and settled all four hooves back on the floor. Her cock simply throbbed now. “Derpy” she whispered as she stepped closer to the grinning Pegasus. “Get in that tub!”

Giggling, Derpy climbed right in. “Oh wow, sex in the tub is supposed to be really nice! I’ve read lots of letters to the editor about it.”

Twilight stepped in as well, and drew the curtain around them. “Oh, I think I can make it more than just fun, Derpy!”

Derpy watched in fascination as the shower controls glowed in magical sympathy to Twilight’s horn. Warm water rained down, plastering her mane to her head. “A hoof held showerhead.” She said softly, as that pinnacle of the plumber’s craft lifted from its bracket. “I betcha a mare invented them!”

Twilight giggled as she turned the water to rinse her mane and face. “I bet you’re right. I’ve been hooked on Mr. Hydro since I was a filly.” She admitted.

“I named mine Gus Geyserson.” Derpy admitted with a bashful smile. “We’ve been going steady for years.”

“Well Derpy, I hope you’re not disappointed, because Mr. Hydro is going to mind his business today.” She let the water play over Derpy’s lean and sexy body, making sure to completely soak her tail. “I have something better in mind for you.”

Closing her eyes, Derpy enjoyed the warm water as it relaxed her muscles. “I like better.” She said softly.

Twilight levitated her favorite vanilla almond Oat body shampoo, and applied a generous dollop to her bath sponge. “Now just relax, and don’t worry when you feel something, um, different.”

Sighing, Derpy felt the sponge caress her body. Twilight guided it everywhere. She couldn’t help a little whinny. Everywhere really meant Everywhere! She shifted her weight from hoof to hoof, spreading her hind legs as that naughty sponge gently cleansed between them.

“I like that, but it doesn’t feel different.” Derpy said softly.

Twilight’s horn glowed brighter. “How about now, is this different enough for you?”

“Oh, oh my!” Derpy gasped. It felt like lots of teeny tiny somewhat softer hooves were working their way into her coat.

“This is my special “Finger” massage.” Twilight said quietly as her magic worked Derpy’s soapy coat into a thick rich lather.

“What’s a finger, when it’s at home?” Derpy asked, as delightful shivers ran up and down her back.

Twilight thought longingly of the night she had spent “sleeping” in the attic of the human world library when she had to retrieve her crown. Fingers were simply amazing! Even without magic, Twilight had brought herself to orgasm over and over once she got the hang of playing with a much smaller vagina with no hooves to rub against it. “Fingers are sort of like claws, only softer and much gentler.”

Derpy trembled as the magical field worked her body over. “Miss Princess, this is nice, but, um, it’s making me want more.”

Twilight rubbed her wet body against Derpy’s. “I was hoping you would say that.” She smiled nervously. “Could we please try something? It may seem a bit, um, unusual, but I think you’ll like it.”

Derpy didn’t even stop to think. Princess Twilight would never do something wrong, so she nodded her head enthusiastically. “Sure Miss Princess!”

Twilight lifted a hoof and tapped one of the matched pair of indentations set rather high above the shower knobs. “In the place I learned about fingers, I learned a little about something else.” She took a deep breath. This was something she had yet to ask of her fellow Element wielders. They might think she had a fixation on the other world’s bipedal creatures and giggle once they learned of how she had magically installed hoofholds on the shower wall. “Could you rear up on your hind legs, and brace your front hooves in these special hoof rests?”

“”I, I guess that would be okay.” Derpy did as she was told. She reared up and got her front hooves in place, and then sort of shuffled her hind legs forward until she was fully erect. “I feel so tall!” she said with a giggle.

“Are you comfortable?” Twilight asked, rather enjoying the view of Derpy standing like a biped. It did interesting and exciting things to her firm sexy rump. “You aren’t going to fall or anything, are you?”

“No, I think I’m okay.” Derpy said eagerly. To her surprise, once her front hooves were set in place and she could brace them to take some of her weight, it was quite easy to stand upright like Spike or Mister Iron Will. She had to spread her hind hooves rather far apart for stability, but Derpy had an idea that the princess would appreciate that. “What’s next, Miss Princess?” she asked excitedly.

Twilight reared up as well, and rested her breastbone and tummy against Derpy’s back and wings. She leaned over a quivering wing and whispered into Derpy’s ear. “The Pony-Sutra doesn’t even have this position.” She said softly as she stood almost as a human would. “It, it’s something I dreamed up.”

Twilight just couldn’t bring herself to admit that while trying to puzzle out how to operate a come pew tour in that strange world, she had stumbled on a collection of images called prawn, or pawn, or something, from a geopolitical region known as Japan.

She had been quite taken with what was colloquially known as “The Shower Scene” and had even watched a short animated motion picture show before that world’s Miss Cheerilee gave her a positively evil look. The teacher said something about how students shouldn’t be able to access her locally stored encrypted private files, whatever that meant, and shut off the device by the simple expedient of yanking out the cord that tethered it to the wall.

That night while exploring the possibilities of fingers, she had fantasized about a certain Flash Sentry standing behind her in a bathtub. Even now, she imagined the oddly attractive biped with a proud pony cock. The artists who had created the “Hen Tied” motion picture had drawn the male with such a short skinny penis, with a funny looking round head. Still, it had been exciting! Perhaps that size had even been accurate. Twilight remembered the distressingly small size of her vagina while she was human, and shuddered. If Princess Celestia had entered THAT, she might have been damaged!

Twilight giggled nervously. “I know it might seem strange, but can we try it like this?”

Derpy looked down her wet soapy body. “I look like a futanari!” she said as she stared at the wonderful organ jutting from between her hind legs. “Yes Miss Princess. Let’s do it like this!”

That was easier said than done. Twilight squirmed and wriggled, but couldn’t find a position that would bring the broad flat head of her cock near enough to Derpy’s glorious opening. It was exciting to keep sliding up and down while leaning against Derpy’s soapy back, but ponies didn’t seem to be built for this! “Drat, I’m just too long! If I go any lower, I’ll just fall on my rump!”

“Don’t say that, Miss Princess!” Derpy tried to stand even straighter. “You gotta get it in me!”

“I’m trying!” Twilight wailed, as she attempted to squat down like she had been able to when she was in human form. “I guess Rainbow Dash is right. I have to work on leg strengthening as well as flying!” She whimpered as she tried one last time. Sliding down Derpy’s back, she hunkered straight down as low as she could. The muscles of her hind legs quivered with the unusual strain, but the head of her cock was just a little too high to penetrate her lovely partner. Twilight felt that if she went just a fraction of an inch lower, she would end up painfully slamming her rump in the tub, and falling flat on her back.

Could she bend her penis a little with magic? Horn glowing, Twilight whimpered at the somewhat painful failed attempt. “Drat, I’m too stiff! I don’t want to break something! Derpy, you’ll have to get back on all fours so I can back up a little and mount you. Would you be able to rear up again if I’m topping you?”

“Miss Princess, maybe I could try something.” Derpy whispered as the delightful friction of Twilight sliding up and down her back made her feel so warm. “Put your hooves on my flanks to steady me while I jump!”

Twilight grasped Derpy with her front legs. “Okay, on the count of three. One, two…”

“Wait!” Derpy cried. “Do we go ON three, or AFTER you say three?”

“Right when I say three.” Twilight said in a husky voice.

“Okay, I got it!” Derpy spread her wings as best as she could in the shower. “Ready!”

“Twilight gulped. “One, two, THREE!”

Derpy couldn’t really flap her wings with Twilight pressed against her back, but she certainly could jump! With the princess guiding her, she just missed hitting her head on the ceiling.

There was a slight miscalculation though. What goes up must come down. Twilight hardly had time to magically position her cock when Derpy just slammed down onto it.

Derpy said loudly, and with quite deep and thoughtful meaning, “Whaaaaaaah!” Her hooves clanged against the tub a split second after she was instantaneously impaled by that long thick hard organ.

“Oh my gosh!” Twilight cried, front legs flailing as she desperately tried to keep them from toppling over backwards. She managed to thrust her magic against the rear wall just in time. She panted, front legs around Derpy’s middle, while trying to ignore the utterly fantastic feeling of just ramming into a tight hot mare with no warning. “Are you okay? Did I hurt you?”

Derpy shuddered. “I, I just came.” She said, sounding quite embarrassed. “That, um, was scary!”

“I’m so sorry!” Twilight’s ears twitched in her embarrassment. “I should have just levitated you a little. I, um, I just don’t seem to think clearly when I have an erection. Maybe it’s due to the sudden and drastic shift in my blood supply as I grow turgid.” She thought of that shameful first time with Rainbow and sighed. She certainly hadn’t been thinking then! “Thank Celestia I didn’t hurt you!”

“Thank YOU, Miss Princess!” Derpy giggled like a filly. “My momma says stallions always think with their doo-dads! I don’t imagine a futanari as being any different. Besides, you futa guys have two doo-dads, a ding-dong and a va-jay-jay. It’s a wonder you can think at all, with all of that goin’ on under your hindquarters!”

“Gee Derpy, thanks for that.” Twilight said softly, but a smile touched her lips. “You’re right though. My stupid penis seems to have a mind of its own!”

“What’s she thinking now?” Derpy said as she gave a little wriggle. She giggled at Twilight’s breathy moan.

“She’s saying you’re wonderful!”

“I know.” Derpy said with a smirk as she wiggled her flanks again. “Miss Princess, my body is ready, if you wanna start movin’ around.”

“Yes, yes I do want to start moving!” Twilight tightened her grip around Derpy. “Don’t let go of the hoofholds.” She cautioned as she thrust her hindquarters forward, like the human had in the picture show.

Derpy shuddered. This was so exciting! It felt different, too. The wonderful penis seemed to be sawing up into her, sort of curving a bit to accommodate her weird unnatural stance. “Oh Miss Princess, this, this is good!” She couldn’t help a little moan. “I, I read all about “G” spots. I, I think your aim is just right!”

Twilight magically lifted the showerhead back to its bracket. The warm water rained down on them as she humped against Derpy. The sound of her body slapping against that beautiful wet rump was exquisite! “This is great! This is so great!”

Derpy tried to support more of her weight with her front hooves as her hind legs began to protest a bit at holding her like this. “Faster!” she gasped; worried they would give out before her orgasm struck. “Miss Princess, fuck me!”

Twilight whimpered. Hearing Derpy innocently swear was just as erotic as one of Rarity’s air searing vulgar arousal driven outbursts! “I’m fucking you!” she said huskily, as her wet tail whipped from side to side. “Oh sweet Celestia, I’m fucking you!”

Both ponies had their wings spread fully. The shower curtain did nothing to keep the water in as they both flapped their excitement.

Twilight threw her front legs over Derpy’s shoulders and hung on tight, trying to remain upright while frantically thrusting herself at her quivering lover.

Derpy squealed when her left hoof slipped a little. “Miss Princess, be careful!” she panted, as she struggled to hold on.

Muscles straining, Twilight felt the end drawing near. “Hold on!” she wailed as her movements became more ragged. “I, I’m almost there!”

“Me too!” Derpy cried, eyes opening wide as her right hoof shifted a tiny bit. “Oh please hurry!”

Everything happened at once. Twilight tensed up and gave one final mad thrust. Deep up within Derpy, her cock jerked as once more her semen blasted free.

Derpy whinnied in pure delight as her body clasped at that wonderful throbbing member, and she flew into orgasmic delight.

Both ponies squealed when Derpy’s hooves slipped from the indentations, and they slowly toppled over backwards while in their mutual orgasm!

Twilight gasped explosively as Derpy landed atop her when she ended up prone in the tub.

Derpy cried out as the wonderful fullness within slammed even deeper.

Both ponies exploded into secondary and tertiary orgasms from the unexpected impact. They both struggled weakly as the spasms continued.

When it was all over, Derpy somehow managed to clamber off of Twilight. “Oh Miss Princess, are you okay?” she asked, semen dribbling from her wonderfully, sated, and slightly sore vagina. She rubbed the back of her head where it had struck Twilight’s horn. “Did I break you?”

Twilight sounded odd as she laughed while struggling to get her breath back. “I, I’m okay.” She managed to gasp. She struggled to sit up in the slippery wet tub. “Cumming is kinda scary if the wind is knocked out of you while you’re doing it!” She felt her face grow warm. “It did make it more intense, just like my books said. I thought I was gonna die, but it somehow didn’t seem so bad at the time.”

“Miss Princess Twilight, you shouldn’t mess with erotic asphyxiation!” Derpy scolded. “That’s a no-no!”

Twilight rubbed a hoof on her sore rump. “Believe you me, I won’t!” she promised. “I would feel bad in the afterlife it I made somepony sad by dying while fucking them.”

Derpy looked at Twilight, and bit her lower lip. It didn’t help. She suddenly burst out laughing. “Oh wow, and ponies think I’m weird! Miss Princess, you’re wonderful!”

Spike was just coming up the stairs when he saw two well groomed smiling mares exiting the bathroom together. “Good morning ladies.” He said cheerfully. “Twilight, your timing is perfect. I was just getting an early start on the cleaning.

Twilight gulped as her beloved friend stepped into the bathroom. “Derpy, I forgot to magic up our mess!”

Derpy’s ears twitched. “Maybe he’ll think it’s all just shower water.”

“When you got out of the tub, you dribbled cream-pie everywhere.” Twilight hissed.

Derpy tried not to giggle. “Well, you got pee-pee all around the toilet, Miss Princess!”

Spike wordlessly emerged from the bathroom, and hustled over to the closet at the end of the hall. “You ladies have a nice day.” He said sharply as he began slipping into the home made biological isolation suit he wore last Nightmare Night.

“Spike, nopony likes a smarty-dragon!” Twilight sighed. “I am sorry about the mess though. Just leave my bathroom alone today. I’ll clean it up later.”

Spike put his costume back. “Thanks Twilight.”

After breakfasting on more of Spike’s delicious muffins, Twilight and Derpy headed outside. “Miss Princess Twilight, I won’t tell anypony your secret.” Derpy promised loyally.

Twilight sighed. “As secrets go, it’s not too secret any more.”

Derpy giggled. “Poor Miss Princess. You really like the mares, don’t ya?”

She couldn’t help smiling. “Yes, it’s such a burden.”

“I’ll help you with it any ol’ time ya need me, Miss Princess Twilight!” She closed her astounding eyes to slits. “Dinky has a sleepover next weekend. Would ya like to stop by for a visit?”

Twilight smiled, and took the slight risk of kissing the lovely pony right out in front of the library. “I would love to!”

A voice called down from above. “Ah-ha!” Rainbow Dash yelled as she came in for a landing. “Derpy, have you and Twilight been taking tea together?”

Derpy looked puzzled, which wasn’t an unusual look for her. “Hi-ya Rainbow Dash. I had coffee with my breakfast.”

Rainbow laughed. “It’s just a private joke Derpy.”

Derpy looked at her pregnant friend, and then glanced at Twilight. The princess nodded permission and gave her a wink. Derpy leaned close to Rainbow and whispered in the mare’s ear. “I have to quit drinking coffee though, since Miss Princess fucked me silly while I was in my heat. Remember, I told ya caffeine isn’t good for pregnant mares. You better not be drinking any, Miss Rainbow Dash!”

Rainbow sputtered. “I was right? I was just trying to embarrass Twilight!”

Derpy giggled. “Don’t be mean to princesses, Dashie! It’s not nice!” Twilight and Rainbow both cringed when she took to the air in her accustomed wobbly manner. Narrowly missing a tree, Derpy flew off. “See ya later, Miss Princess!”

Rainbow had to laugh. “Twilight, stallions would die of envy if they ever found out how much action you get!”

“Hush Rainbow!” Twilight looked all around, but nopony was close. “There are still a few ponies that don’t know my secret!”

Rainbow giggled. “Take it easy, Twi. I wouldn’t have said anything if anypony was close enough to hear.”

Twilight grinned sheepishly. “Yeah, your observational skills are second to none.” She laughed. “What brings you here so early? I thought you had a few days off from your reserve duties. Shouldn’t you and Fluttershy be, uh, together?”

“Well, I’m here at Fluttershy’s request.” Rainbow’s ears twitched nervously. “She has a problem.”

“Is something wrong?” Twilight snapped. “Should I get Zecora, or a doctor?”

“Whoa, nothing like that!” Rainbow’s wings slowly extended. “Ya see, um, I, well, I was seriously eating her out this morning, but it wasn’t enough!”

Twilight’s wings spread as well and her eyes closed to slits. “Oh, really?” She said in a rather husky voice. “Tell me more, Dashie.”

“We sixty-nined until my tongue practically fell out of my mouth! I practically died of orgasm overdose, but my poor Flutter-baby needs more! Twi, you gotta help her!”

Twilight wished Starswirl’s ring retained just a little of its former magic. The lovely horn ornament she never removed was doing nothing to still the fire building within her. Rainbow rarely slipped and let other ponies hear the sweet little pet names she had for her beloved life partner. It was so hot! She bit her lower lip, using sheer willpower to keep from displaying right in front of the library. “So, this would be a “Service” call?”

“Fluttershy needs to Take Tea with you!” Rainbow said with a laugh. “Rarity’s ruby just wouldn’t be enough in her state. Besides, Pinkie borrowed it last night and hasn’t brought it back yet.” Her voice dropped to a consperital whisper. “I think Pinkie lent it to Maud. I bet that’s another rock she’ll write a poem about!”

“You’re terrible!” Twilight giggled. She tried not to think naughty thoughts about Pinkie wearing the ruby while Maud experienced its business end. “So Rainbow, would you care to join us?” Twilight asked hopefully.

“Normally I would.” Rainbow sighed. “My tummy is still a little upset right now. Crab apples, but morning sickness bucks! I was fine with my muzzle up between my Shy’s hind legs, but then Angel just had to make his morning coffee!” She bowed her head in shame. “I practically did a Sonic Rainboom in the cottage, and made the bathroom just in time.”

“You poor thing.” Twilight said with a sympathetic smile. “It’ll pass, Mommy-Dash.”

“Hey, don’t get all mushy, Twilight! Pet names are for sissies! I have a reputation to uphold!” Rainbow grinned. “I’m gonna go visit Zecora and get some more of her troubled mommy tummy potion. I’ll see you later, Stud.”

“Don’t call me that!” Twilight laughed. She stared as Rainbow flew off. The rough and tumble Tom-colt looked so adorable with her belly showing a noticeable bump. All of her friends looked beautiful with their swelling tummies! Princess Celestia was so right. It must be a futa-thing, but Twilight found the sight of any pregnant mare to be wonderful. None were as glorious as her friends though!

Using her newfound power, Twilight gathered the magic within her and released it in a glorious blast. Instantaneously, she vanished, to reappear at the door of Fluttershy’s cottage.

“Knock-knock!” she said playfully as she put a hoof to the double door. “Does somepony need a service call?”

Twilight heard the clatter of hooves within and smiled. Fluttershy sure must be in a state! The door flew open, and the timid pony looked almost frightened as she forced a smile. “Oh, hello Twilight!” She opened the door wider. “You remember my friend Tree Hugger, don’t you?”

Twilight bit her lower lip, thankful that the sensual delight of teleportation hadn’t forced her to display. “Of course I do. Hello Tree Hugger.”

“Salutations and blessings unto you Princess!” The mellow pony said in her low dreamy voice.

“Twilight is just fine, Tree Hugger.”

“Care to refresh yourself, Princess?” Tree Hugger motioned to a pan of brownies on the table. “Freshly baked goodies made with the bounty of the land.”

Fluttershy gave Twilight a look of almost panic and shook her head no. “Twilight, those are Tree Hugger’s, uh, “special” brownies!”

Twilight took a step back from the table. “I, I had a big breakfast.” Twilight said with a grin. “Maybe I’ll try them some other time.”

Tree Hugger picked up a cake server with her mouth, and carefully lifted out a rich moist brownie. “Any time, Princess. I bake them every day.” She said, before taking a big bite of the potent baked goods.

“She’s baked every day.” Twilight whispered.

“Tree Hugger was telling me she could already sense my foal’s aura.” Fluttershy said nervously, trying to change the subject.

Twilight couldn’t help stealing a glance of the gentle swell of Fluttershy’s belly. “Really, that’s fascinating!”

Fluttershy’s panicked look was slowly easing as she stealthily checked to make sure Twilight wasn’t displaying. “Oh yes! Twilight, she can already tell it’s a filly!”

Twilight felt her heart flutter at the news, but tried to mask her joy. “That, that’s nice to know.” She said, while thinking about running out to buy pretty things for her first confirmed daughter. Well, if you didn’t count Dinky, that is. “I’m sure that made you happy, Fluttershy.”

“I can’t wait to tell Rainbow Dash the good news!” Fluttershy said in quiet excitement.

“I am sure, once I observe Rainbow Dash in a surrounding of tranquility and peace, I will be able to see past her brightly bold aura to the foal’s hidden within.” Tree Hugger assured.

Twilight could smell the very strong scent of burnt leaves emanating from Tree Hugger, but beyond that, something else was making itself known. “Uh-oh.” She whispered as she felt warm spread throughout her. It couldn’t be Fluttershy, since she was already with foal, but her body was beginning to respond to a mare in heat.

Fluttershy glanced from Tree Hugger to Twilight, and the look of panic returned to her eyes. “Twilight, would you like me to open a window?” she asked nervously, watching as Twilight bit her lower lip in pure concentration.

Twilight inched away from Tree Hugger. “Yes, um, better still, maybe I should go!” she gasped, trying by force of will to keep herself from displaying. “I have important princessy things to attend to today!”

“Oh, please stay, your highness!” Tree Hugger said softly. “I was just going to describe the changes in aura I have detected when Breezies enter their mating season. The colors and textures are quite extraordinary when the male enters into rut.”

“Do tell.” Twilight said weakly, as Fluttershy leaned against her.

Tree Hugger smiled. “Princess, your aura is sending forth similar beauteous patterns.” She nodded knowingly. “It’s as expected from one of the blessed.”

“What?” Twilight and Fluttershy gasped together.

“Princess, the foal’s aura tells me that a pony of exceptional power and strength was the sire.” Tree Hugger shrugged off her saddle bag and rummaged through it. She took out a small glass tube with a sort of bowl at one end. “Your aura is in complete harmony with Fluttershy’s and the foal you share.”

Fluttershy rubbed her flank against Twilight. “She really can see such things.” She whispered as she brushed her tail against Twilight’s.

“Fluttershy, what are you doing?” Twilight asked through clenched teeth.

“Twilight, I, I, um, you know how I get!”

Tree Hugger opened a small pouch, and stuffed the bowl of the glass pipe with dried leaves. She used the tip of her tongue to tamp them down. “Relax to the truth of your natural self, Princess.” She said as she struck a kitchen match. With the pipe on the kitchen table, she leaned down and placed her lips to the small end, while applying the lit match to the bowl. She inhaled deeply and held it for quite a long moment before breathlessly gasping “Relax and be free!” accompanied by a puff of acidic smoke.

Fluttershy was beginning to tremble. Her tail rose to flip up onto her back. “Twilight no, she, she’ll see us! She, she’ll WATCH!”

Twilight couldn’t help it. The scent of Fluttershy’s need, cannabis, and a mare in heat were just too much. “Oh no.” she breathed, as her penis emerged and grew achingly hard.

Tree Hugger made herself comfortable on the floor, holding her pipe with both front hooves. “Be bold, Princess!” she cheered as Twilight grew fully erect. She took another hit from the glittering glass pipe. “Fluttershy is totally receptive to your karma. Unite and find bliss in each other’s bodies!”

“This is private!” Twilight cried. “You have to go now, Tree Hugger!”

“Princess, everything is copasetic. I’m with TESFTPORC.”

“Test fit pork?” Twilight said in confusion, trying to hide her erection from Tree Hugger’s sleepy gaze. “What the hay is that?”

“The Equestrian Society for the Preservation of Rare Creatures.” Fluttershy said softly. “Twilight, you’re a very rare creature! You’re the only Futanari Alicorn in all of Equestria!”

“I wouldn’t say, um, I mean Fluttershy, I’m not here for study!”

The timid mare bowed her head. “Twilight, she, she has to observe! It, it’s her job!”

“This is crazy!” Twilight cried as Tree Hugger stared at her cock. “I, I can’t, we can’t, um.” She gulped, and then whispered into Fluttershy’s delicate ear. “Did you set this up?”

Fluttershy nodded her head. “I, I’m so sorry.” She breathed almost soundlessly.

“Do you really want this, Fluttershy?” Twilight asked, embarrassment make her face grow hot. Or was it from breathing in the smoky haze rapidly filling the cottage.

Fluttershy lifted her head. “Watch me!” she cried with unaccustomed force and volume. “Tree Hugger, watch me debase myself like an animal for our Princess! Watch her mount the dirty horny mare she made pregnant!”

Tree Hugger inhaled deeply of her pipe. She held her pose for nearly a minute. “Righteous!” she finally gasped as she let the smoke flow from her mouth and nostrils. She placed her pipe carefully on the floor before her, and then extracted a notebook and pencil from her saddle bag.

Twilight, a chronic list maker, whimpered when Tree Hugger placed the pencil in her mouth. “Don’t take notes!”

“Fluttershy, your aura shows your need, but could you, like, hold out just a little while longer?” Tree Hugger muttered around the wooden shaft in her mouth. “Would there be a tape measure or ruler on hoof?”

Fluttershy nodded. “Of course Treezy! I, I can help with the data collection!”

Twilight felt her embarrassment grow to fully fledged humiliation as Fluttershy galloped off to fetch something to measure her with. “Really, Tree Hugger, this is too much!” she cried. Her penis didn’t seem to mind though, and it positively quivered under the slightly bloodshot gaze of the conservationist.

Tree Hugger put her pipe to her mouth and took another hit. “Calm yourself, Princess.” She finally muttered as the smoke curled around her lovely face. “Think thoughts of joyous fulfilling times.”

Watching Tree Hugger smoke her pipe was making Twilight think dangerous thoughts of the mare sucking her cock! “You can’t publish!” she whimpered. “Even if you use a fake name, ponies would know it was me! There are only four Alicorns, after all!”

Tree Hugger smiled a lazy smile. “Oh, these are for society research only.” She assured. “I shall cherish it, and hold its revelations locked in my heart until such time as you permit their release to the general public.” She winked. “Perhaps after your first foal is born would be an appropriate time.”

“First?” Twilight didn’t like the sound of that. Did Tree Hugger suspect the truth of the matter?

Fluttershy returned with a cloth measuring tape. “Hold still Twilight.” She said softly as she scooted under the nervous princess.

Holding the end of the tape firmly to Twilight’s body, she gently stretched it along the length of the shaft she worshipped. “Seventeen inches, Treezy.” Eyes glowing, she smiled in awe. “She’s exactly seventeen inches long! Oh my, but does that really all fit inside of me?”

“Fluttershy, um, this is crazy!” Twilight gasped at the delicate touch of hooves on her shaft. “Can, can we go upstairs and, um, get started?”

“Oh no Twilight, Treezy needs these measurements!” Fluttershy very carefully wrapped the tape around the very base of Twilight’s member, just where it emerged from her body. “Eleven inches circumference at the root.” She cried in amazement. “No wonder I always feel so delightfully sore afterwards!”

Twilight tried not to look at Tree Hugger as the mare diligently wrote down her statistics. “That’s enough!” she gasped, as Fluttershy loving wrapped the tape around the glans itself.

“Oh goodness gracious me!” Fluttershy said softly. “The shaft tapers to a nine inch circumference, but the head flares out to eleven inches again! No wonder you got stuck in Rainbow’s mouth!”

Twilight whimpered. Fluttershy’s beautiful face was so close! “Lick it.” She begged softly, but the usually needy mare seemed somehow fortified by her data collecting duties and ignored her plea.

Fluttershy sighed. “Treezy, if I may offer a personal observation, the subject’s shaft is long enough where it pressed the glans quite, uh, firmly against my, um, the subject mare’s cervix. This helped assure impregnation almost immediately upon ejaculation.”

Tree Hugger wriggled a little as she wrote. “Subject is comparable to many full grown stallions.” She dropped the pencil and took a deep drag on her pipe. “Wild, simply wild!” Tree Hugger drawled as she released the smoke from her lungs.

“This is too weird!” Twilight complained. How the heck did she seem to change places with Fluttershy? Normally it was all she could do to keep Fluttershy from diving on her cock. Now, she was all atremble, desperately waiting for this humiliating examination to end so she could mount her normally needy friend.

“Princess, did you, like, release the tensions today?” Tree Hugger asked eagerly. “Did you take matters in hoof, or share yourself with a partner?”

“No, uh, yes. This morning was busy! So was last night!” Twilight shouted. “As if that’s any of your business!”

“Oh, that is a shame.” Tree Hugger smiled. “Yield and volume measurements will have to wait until next time.” She shook her head. “Princess, you really must abstain for at least one full day for a proper measurement! We must agree on a time convenient to your busy schedule.”

“What? You want me, um, in a beaker?” She gasped.

“I could lend you a mixing bowl.” “Fluttershy offered.

“Fluttershy!” Twilight gasped. “Does she do this to all of the species she studies?”

Fluttershy nodded her head. “Oh yes Twilight. Tree Hugger is a very dedicated researcher. Her exacting notes on Manticore cross species mating attempts make fascinating reading!”

Tree Hugger nodded as well. “Subject Zero gave quite insightful details on mare Manticore inter species relations.” She sighed and gave another sensual wriggle. “Studying her first pony observations gives one a strong sense of the bliss she received, while trapped in those bushes.” She smiled dreamily. “It inspires me every time I read of her selfless communing with the forces of nature.”

“I bet it does.” Twilight whispered dryly as she watched the mare sort of hump against the floor. “I feel the same way reading “Rode Hard and Put Away Wet”.”

Fluttershy let the end of the tape reach the floor and measured Twilight at the withers. She smiled and gave the number. “Twilight isn’t as big as a stallion, but she sure does make up for that in other areas.”

“Fluttershy, I can’t believe you just said that!” Twilight gasped. She let out a whimper when Fluttershy then measured her horn. “Lick it?” she whispered again, her arousal mixing in a very odd way with her embarrassment.

Fluttershy glanced at Tree Hugger. When the mare put down her pencil again to pick up her pipe, she took advantage of the slight distraction. Craning her neck, she quickly swiped her tongue over the very tip of Twilight’s horn. “Please Twilight? Let Tree Hugger observe.” She whispered softly. “She’s a professional.”

The tongue flicking against the tip of her horn almost made Twilight drop to her knees. “This is crazy.” She moaned.

“Princess, like, give us your perspective on becoming one of the rarest of all ponies.” Tree Hugger said as she knocked the ashes from her pipe. “What thoughts can you share of your first erection after you became one of the blessed?”

Fluttershy had dropped the measuring tape, and was nervously shifting from hoof to hoof. Even over the smoke and Tree Hugger’s estrus scent. Twilight could plainly smell her timid friend’s growing need. “ENOUGH!” she shouted, very nearly as loud as Luna using the Royal Voice. “Tree Hugger, you can watch if you must, but stay out of my ever bucking way! Fluttershy needs me right now!”

“Oh Twilight!” Fluttershy breathed as her tail lifted high. “Yes! Oh yes please!”

Twilight had thought she had grow used to Fluttershy’s critter friends watching their protector get her “servicing”, but things just seemed surreal having a pony just sit there openly watching them! “This is how an Alicorn mates!” she shouted as she spread her wings wide and lifted up on her hind legs.

“Dude!” Tree Hugger drawled, staring in wonder at a fully erect and somewhat angry futanari princess. It was a sight so few ponies had ever witnessed. “That’s like totally awesome!”

Twilight didn’t care any more! She Spike walked on her hind legs and brought her front hooves down on Fluttershy’s glorious rump. “You want it; you’ve got it, Fluttershy! You’re going to be watched as I slam my cock into you!”

“Twilight!” Fluttershy cried softly. “I’ll feel like an animal on display!” There was no hiding the tiny hint of pure excitement in her voice. “Treezy will see me in my shame!”

With just a touch of magic, Twilight found Fluttershy’s center. “The rare Alicorn returns to the mare carrying her foal.” She said huskily, in a rather poor attempt to sound like a travelogue news reel reporter. “This is nature’s way to show the mare that, that, the Alicorn loves…Oh horse-apples! Fluttershy, I want this just as much as you do! Here I go!”

Fluttershy let out a squee of pure delight as Twilight just rammed in deep. “Oh yes! I, I’ve been needing this so, so b-bucking much!” she cried as hooves pressed almost painfully on her rump. “Twilight, do me hard! I, um, I mean, ah, f-f-fuck me! Let Treezy see what a base and wonton broodmare I really am!”

Twilight scooted forward, letting her weight fall almost fully on Fluttershy’s back. She gripped the mare’s middle tightly with her front legs. It was so hot hearing Fluttershy’s meek little attempts to cuss like Rarity! “I’ve got you!” she said, forgetting their audience fro the moment. She knew what her timid friend needed, and was more than happy to give it to her! “I’m gonna service your brains out, Fluttershy!”

Tree Hugger attempted to refill her pipe, but her hooves were trembling too much. “Righteous.” She whispered, as she rolled over onto her back. Hind legs splayed wide, she put a front hoof between her quivering thighs. “Your auras!” she breathed reverently. “Your auras have merged to become as one!”

Twilight thrust herself into Fluttershy with the quick sharp jabs she knew her friend loved. “Is this what you want?” she breathed into Fluttershy’s ear, using the mild words she knew would drive poor Fluttershy to greater heights of arousal than the most erotic dirty talk. “Does the pretty pregnant mare want ponies to see the big mean penis get stuffed up her lovely little vagina?”

“Oh yes please!” Fluttershy cried. She turned and stared right at Tree Hugger. “Look at me!” she wailed. She didn’t even notice what the panting pony was doing to herself. All that mattered was that those lovely but bloodshot eyes were locked on her. “I’m, I’m a beast! I’m an animal! I, I’m nothing but breeding stock!”

Twilight almost faltered as she was reminded of Tree Hugger’s presence. She glanced back, and was stunned. The pony wasn’t taking notes as she had feared. “She, she’s masturbating!” she managed to gasp. Somehow it now felt totally different. This wasn’t so bad after all. It was very much like when Shining Armor eagerly watched as she fucked Cadence! She buried her face in Fluttershy’s mane and did her best to ram even harder!

“Twilight, punish me with your penis!” Fluttershy whimpered. “Show Treezy what a floozy I really am!”

Timid meek Fluttershy was, in her own way, Twilight’s most demanding lover. As Fluttershy panted under her, Twilight did her best to keep up a pace that even Rainbow would have had trouble matching. “I, I am!” she gasped. She stole another look at Tree Hugger. The free spirited mare was actually drooling as she played with herself while watching her private show!

Fluttershy slowly bent her front legs, lowering herself to the floor. “I’m a beast!” She whimpered. “I’m a breeding animal!” She trembled. “Oh Twilight, don’t stop!”

“I won’t! You know I won’t!” Twilight cried, her wild ramming forcing Fluttershy completely to the floor. It was an exquisite torment as she tried her best to hold back, while giving Fluttershy the powerful ramming the former model craved.

Former model? What had triggered that stray thought? There it was again. She heard another click. Twilight gasped and looked back once more. Tree Hugger had dumped her saddle bag onto the floor. The mare had one hoof between her hind legs, while the other held up a camera! “No pictures!” Twilight screamed. She was too close to even contemplate stopping as the camera clicked yet again.

“Treezy, no!” Fluttershy wailed. “You promised!” Her deepest darkest fantasy was suddenly a frightening reality. Being watched was one thing, but now pictures were being taken! “Oh no, oh no!” she squealed, while her body convulsed in powerful orgasmic waves.

Twilight grunted as Fluttershy’s lovely body clutched at her. The camera clicked again as her shaft jerked. If it wouldn’t have terrified Fluttershy, she would have teleported them both away from the horny conservationist documenting their lovemaking! She whimpered, unable to do anything until her ejaculations finally eased to a stop.

“Like wow!” Tree Hugger gasped. “I preserved the beauty! Light and time came together to be saved for the next Equestrian Society for the Preservation of Rare Creatures dinner!” She let out a little whinny, and nearly dropped the camera as her stroking hoof brought her quivering body to blessed release.

Twilight tried to slow her pounding heart. Fluttershy was cowering, her face hidden by her mane, as she started to cry. “Oh no you didn’t!” Twilight said angrily as her horn glowed.

“Dude, I traded half a key of Saddlrabian Gold for that camera!” Tree Hugger shouted as it suddenly levitated and flew across the room.

“I don’t want the camera!” Twilight shouted. Deftly manipulating her magic, the princess opened the camera. “Fluttershy, look!” she cried, as she stripped the film from its little spool. “It’s okay; there aren’t any pictures any more!”

“Not cool!” Tree Hugger said as she watched the film fly toward the window, to be bathed in the shaft of sunlight beaming between the curtains.

Twilight dropped the film, and then levitated Tree Hugger’s notebook. “I’ll tell you what’s not cool.” She said quietly as the book lazily drifted towards the cottage’s hearth. “Making Fluttershy cry is not cool! If Rainbow Dash were here, she would be kicking your flanks from here to next Monday for that!”

“Whoa dude, not my notes!” Tree Hugger said, actually coming close to shouting. “My notes are my life!”

Twilight sent a burst of pyrotechnic magic to the hearth, lighting the small log Fluttershy kept placed there. Fluttershy finally looked up when she heard its crackling. “Twilight let me handle this.”

Twilight heard the rare sound of an angry Fluttershy. She let the notebook settle to the floor. “Okay Fluttershy.” She said evenly. “You decide what we should do.”

Rising unsteadying to her hooves, Fluttershy staggered a little as she trotted over to the book. She stopped, with one hoof firmly pinning it o the floor. “Treezy, you’re a good friend, but friends should know not to break a promise!”

Twilight looked around wildly, but calmed down when Pinkie Pie didn’t suddenly appear. “That’s a lesson I learned well.” She muttered.

“I’m sorry, Fluttershy.” Tree Hugger said with an easy smile. “But think of the slide show we could have had.”

Fluttershy shuddered. “I was thinking about it! You promised me there would be no pictures if I allowed you to watch an Alicorn copulating with a mare.” She took a deep breath. “How would you have liked it if I had accidentally slipped and told Twilight that you were still a…VIRGIN?”

Tree Hugger’s eyes opened almost comically wide. “Wait, the lore! Fluttershy, you, you don’t say things like that within earshot of one of the blessed!”

Twilight gulped. Her cock surged right back to full hardness. “Tree Hugger’s a virgin?” She stared at the lovely mare with the slightly disheveled dreads. “I thought, well, since she’s always, uh, using, well.”

“Dude, just because I can relax and be mellow, doesn’t mean I let all the stallions’ “party” with me!” Tree Hugger said heatedly.

Fluttershy gave the notebook a little kick. It slid much closer to the cheery fire. “Tree Hugger, don’t you think you need to include some first hoof observations of your own?” she asked softly, in a tightly controlled voice even Angel would worry about.

“Fluttershy, what are you saying?” Twilight gasped, trying not to smell Tree Hugger’s alluring scent behind the heavy smell of cannabis. She stepped closer to her determined friend. “What are you doing?” she hissed, trying to ignore the dribble of pearlescent fluid Fluttershy was dripping on the floor.

“Don’t worry Twilight. Cannabis lowers pony inhibitions, and that brownie should be kicking in right about now.” Fluttershy whispered knowingly. She went on in a louder voice. “Treezy broke a promise. She needs to make amends.” She leaned down and picked up the book with her mouth. “Or I can just add fuel to the fire.” She muttered around the slim volume.

Tree Hugger looked at Twilight, her bloodshot eyes seemed to devour the Alicorn. “Like, Princess, if you were to give me a demonstration, would, would you pull out before things became real?”

“Of course I…” Twilight didn’t get to finish.

“No she WILL NOT pull out!” Fluttershy said angrily. “Tree Hugger, I am very upset and you have to make amends!”

The log in the fireplace suddenly grew a well known face. “Tree Friend, you better listen to her.” Discord said with a knowing grin from within the flames. “Even I wouldn’t dare cross Fluttershy if I made her this angry!”

“Discord, how long have you been here?’ Twilight asked weakly.

“Oh, not long, Princess Big Mean Penis.”

“Discord, go home.” Fluttershy said firmly.

“Yes ma’am!” he said with a wink, and the fire became nothing but flame again.

Tree Hugger nervously eyed Twilight. “This, this agitation is harshing my vibe! I must center myself with sonic bliss.” She said as she took a deep steadying breath. “Ommm!” Her lips quivered. “Eheeee.”

Fluttershy pushed Twilight towards Tree Hugger. “Go to her.”

“Fluttershy, this, this isn’t right!” Twilight whispered. “I, I don’t want to force anypony!”

“Ommm-Eheee” Tree Hugger intoned, unable to tear her eyes away from what protruded from Twilight’s loins.

Twilight stared down at the prone pony. “I, I really like your mane.” She whispered as she reached out with her magic. She unknotted the scarf Tree Hugger wore on her head, and whisked it away from the startled pony.

“Dude, you disrupted my karma.” Tree Hugger gasped and pointed a hoof. “That, that is like untamed nature itself.” She whimpered, as she saw a droplet of clear fluid drip from the broad flat head of Twilight’s penis. “Fluttershy, did, did you say…Seventeen inches?”

Fluttershy nodded, and a little smile could be seen on her lips. “The circumference at the head is eleven inches, Treezy.”

Tree Hugger returned a hoof to her damp labia. “Heat is dancing within me, friends.” She whispered as she resumed rubbing.

“I, um, I can put more than heat in you, Tree Hugger.” Twilight said softly.

“I, I don’t know.” Tree Hugger said softly, as she slowly rose up on her hooves. “I, I never felt like this before!” Her tail twitched and then it suddenly flipped up onto her back. “This isn’t the proper time.” She whimpered. “I, I’m not sure about this.” She gulped dramatically. “I need to know!”

Twilight watched as Tree Hugger turned and put her front hooves on the table. Her mind raced. “Tree Hugger, um, Treezy? Do you believe I can give you, um, bliss?”

“Oh yes!” the pony cried, as she lowered her head and nibbled at the edge of another brownie. “The rarest of the rare!”

Fluttershy leaned close and whispered in Twilight’s ear. “I told you the brownie would kick in soon. Tree Hugger once told me she never gets baked with stallions anywhere near her when she’s in heat.” She giggled. “Cannabis makes her super horny during her estrus. She fills her bungalow with munchies and spends her whole heat abusing cucumbers and bouncing on pillows while playing all of her Janis Cloplin phonograph albums.”

Twilight still wasn’t sure. “This, this seems so wrong.” She whimpered, as she stepped up behind Tree Hugger.

“Well, she wants it now.” Fluttershy said quietly. “It would be mean not to give it to her.”

“Remind me to NEVER get you angry at me!” Twilight said as she shook her head.

“Princess, I need help to steady my center! Please, you have to sooth me with your mighty scepter!”

“Oh boy, she really is wasted.” Twilight said nervously. “Tree Hugger, are, are you sure about the, um, timing of this?”

Tree Hugger started swaying her flanks. “Does anypony really know what time it is? Does anypony really care?”

“What?” Twilight asked. Her confusion was plain on her face.

“hat’s from a song.” Fluttershy whispered.

“Why don’t we do it in the road?” Tree Hugger suddenly belted out. She repeated the simple phrase several times, giving a rough shake of her hind quarters at each repetition of “do it”.

“No, that’s not a good idea!” Twilight gasped. “Ponies would see us!”

“That’s another song.” Fluttershy giggled. “Treezy get’s very musical when she’s high.”

“Fluttershy, for one of the blessed, the Princess sure is a square.”

“Hey, I like jazz!” Twilight shouted defensively. “You know, Bits Beiderbuck, Jean-Luc Pony, artists like that!”

Tree Hugger nodded. “I can dig that. Have you ever lit up a fat one while listening to Buggy Wesselcolt? It’s wild, simply wild, dude!”

“What? No, I never lit up anything!” Twilight could hardly keep her eyes off of Tree Hugger’s enticing rump. When she managed to briefly look away, it was only to see Fluttershy with an odd gleam in her eyes, nodding as if giving Twilight permission to mount the toasted mare.

She rose up, and moved over Tree Hugger. “Fluttershy, um, be ready to, um, take her place.” She said weakly as her horn glowed. Twilight used her magic to line up with the mare’s delightfully warm labia, and found Tree Hugger’s opening. “I, I don’t think I should cum in her when she’s in this condition.”

“If you think that’s for the best.” Fluttershy said, doubt clear in her voice.

“Whoa, don’t I get a say?” Tree Hugger asked. “I have to know everything if I am to record my observations!”

With a moan, Twilight pushed into Tree Hugger. “She’s tight.” She couldn’t help gasping.

“Well Twilight, she’s only used cucumbers before.” Fluttershy smiled shyly. “You’re very much thicker than any cucumber.”

“Oh yes, she is!” Tree Hugger sighed. “My being knows fullness at last!”

“This is like a dream.” Twilight muttered as she eased fully into the gently cooing mare. “It’s like a very weird and surreal dream! I keep expecting Luna to pop up, or a watermelon to scold me!”

“Treezy, how do you feel?’ Fluttershy asked her friend while gently stroking a hoof over her braided mane.

“Dude, this is totally awesome! Why did I ever wait so long?” Tree Hugger panted. She spread her front legs wide, trying to grip the table more securely. “The rare beast is, like stretching me out!”

For the first few strokes Twilight worried that the semen still oozing from her penis would be a problem for Tree Hugger. That thought soon faded as she pushed in and out of that delicious warm snugness. “Yes, I’m stretching you!” she gasped as she rubbed her face in her lover’s mane. The tight braids were almost spicy with the scent of burned leaves. The smell was sharp, but somehow rather pleasant.

Fluttershy loved watching Twilight make love, almost as much as she loved being on the receiving end of that glorious bounty! Still, she took wing and hastened to flutter off to the pantry. She returned seconds later, and tucked something under her wing. “Do it Twilight!” she cheered softly. “Show Treezy what she’s been missing out on!”

Tree Hugger whimpered as she moved her flanks in time to the shaft impaling her. “Complete karmic joy!” She sang out. “Bliss to the world! Oh sweet Celestia, its so bucking huge!”

Twilight was trying her best to keep in control, but fucking Tree Hugger while Fluttershy so obviously enjoyed watching was such a thrill! “Fluttershy” She whispered “Turn around and present for me. I, I’m gonna have to switch horses in mid stream real soon!”

“Princess, everything is a whirl of senses and colors.” Tree Hugger cried. “Oh wow, I, I’m gonna cum!”

“Fluttershy!” Twilight warned as she slowed her frantic pace. “Get ready!”

“Don’t slow down!” Tree Hugger begged as she humped herself back onto the shaft invading her. “I’m at the gates of Nirvana and your cock is the key!”

Fluttershy stuck her head under her wing, and took something firm between her teeth. “Hold on Treezy.” She muttered around the stalky green end of a long thick carrot. “Twilight never fails to get a pony where she needs to go!”

“What are you doing?” Twilight cried when Fluttershy lifted her tail with one hoof, and brought her face in close to her hind quarters.

“I told Tree Hugger you wouldn’t pull out.” Fluttershy mumbled around her mouthful while gazing at the pretty purple rosebud of Twilight’s anus. Rarity had confided in her that Twilight shared her weakness for a Unicorn horn up the bottom. While she lacked a horn, Fluttershy figured that one of Angel Bunny’s carrots would do very nicely indeed.

“Don’t do anything rash! Twilight cried as she froze in place.

“Dude, don’t stop now!” Tree Hugger begged.

Fluttershy gently placed the tip of the carrot at Twilight’s littlest opening. The strong muscular ring surrounding it rippled as the poor thing tensed up. “Please relax, Twilight.” She muttered, just before she rammed the carrot deep.

Twilight very nearly teleported as the hard coolness of the vegetable pushed deep into her bottom. She managed to avoid that, but there was no avoiding how her body lurched forward. The heavy table let out a screech as its legs were pushed several inches across the wooden floor.

Tree Hugger let out a screech as well when her body succumbed to Twilight’s frantic movements. She cried out in wordless wonder as orgasmic bliss shook her very soul.

Trying to be like Rarity, Fluttershy wriggled the carrot in an effort to locate Twilight’s prostate gland. Having no sensory feedback through the carrot, this was harder work than she expected.

Twilight let out a wail as she bucked wildly. “Stop it!” she cried as she slammed forward again and again to escape her vegetable lover. “I, I’m trying to hold back!”

Tree Hugger drooled on the brownies as her body was forced into a whole series of climatic spasms. She pounded her right front hoof on the table, beating time to Twilight’s animalistic urges.

She was too close! Twilight tried to pull out, but that was a mistake! Backing up on the carrot pushed her completely over the edge! She let out a whinny of defeat that sounded much more like a cry of victory as her body shuddered.

“Got it!” Fluttershy mumbled as Twilight rammed her rump at her. Face wedged in the warmth of Twilight’s split; she felt the carrot quiver as Twilight’s body clutched at it. She released the carrot and left it in place, as she lowered her gaze past the pretty flower of Twilight’s vagina, to the root of her beautiful penis. She watched enraptured as the Corpus Spongiosum began to spasm and pulse.

Twilight rammed into Tree hugger as her cock gave a massive jerk. She couldn’t stop it! She realized dimly that she didn’t want to. She was completely buried in Tree Hugger, with the head of her penis pressed firmly against the mare’s cervix. Twilight’s cock surged as her ejaculate blasted over and over into Tree Hugger’s lovely and fertile body.

When it was finally all over, Twilight watched a dazed Tree Hugger staggered over to the sofa and collapsed onto it. “I must meditate on this.” She said softly. “Now that I have been enlightened, I realize” she gulped “I may have made a slight mistake in letting the Princess enter me while I was in heat.” She smiled sweetly. “The mistake was my own, since the blessed can not help their very nature.”

Twilight watched as Tree Hugger lowered her head and cradled it on her front legs. “Fluttershy, will she be okay? Will she be angry with me when her head clears?” she asked, trying not to notice the trail of semen her lover had dribbled along the way. “Hey, I think she fell asleep!”

“Oh yes Twilight. Treezy will be fine.” Fluttershy assured. “She’ll wake up in a couple hours and be really hungry.”

Twilight winced as she magically grasped the carrot and withdrew it from her body. “Gee Fluttershy, didn’t you have anything bigger?” she said dryly as she looked at the vegetable.

“It wasn’t as big as Rarity’s horn.” Fluttershy giggled.

“It felt like it was bigger than Princess Celestia’s!” Twilight blushed. “Um, forget I said that!” she stammered as she nervously teleported the carrot towards the pantry and out of sight. “I, I have to visit her this afternoon!”

“You go and have a nice visit with the Princess.” Fluttershy said kindly. “I’ll take care of Treezy.” She looked thoughtful. “I’ll also ask Zecora if she has a potion to help Treezy give up her, um, habit, until after the foal is weaned.”

Twilight smiled sheepishly. “Are you okay now Fluttershy?”

“Oh yes! I feel really relaxed now, thanks to you!”

“Okay, well, I better get going. Tell Tree Hugger to stop by the library any time she wants to visit.” She smiled. “She can even sleep over if she likes.”

A rather loud snore from the direction of the sofa seemed to answer her.

“I think she’ll like that.” Fluttershy said with a grin. She opened the front door, and then went around and opened all the windows. “I better air the place out. Dashie get’s a queasy tummy from strong smells.” She grinned rather proudly. “So far, nothing bothers me!”

“I’ll see you soon, Flutter-mommy.” Twilight kissed her friend before leaving the cottage. She looked down and smiled as Angel passed her. “Good morning, Angel. Isn’t it a fine day?”

The bunny smiled and saluted with his ear. He had come to terms with the purple one of the books, and decided to just ignore it when she and the gentle one mated. Besides, he had plans right now. He had cornered two doe bunnies in the garden, and they had consented to taking turns with him. Well, one had consented. She was a big help in corralling her reluctant sister afterwards. Making new bunnies sure was hungry work!

He scampered into the pantry and spotted a nice big carrot lying on the floor next to the basket where the gentle one kept his food. He snatched it up, and took a big bite of the tip. He began to chew with gusto, but soon stopped. His eyes opened wide, and his paw slowly opened to let the carrot drop to the floor.

Fluttershy was making tea when Angel burst into the kitchen. She watched his frantic scramble to climb up the sink. “Oh dear, are you ill?’ she asked, quite startled when her little friend leaned over the basin and abruptly emptied his tummy. “Goodness, could Rainbow’s morning sickness be catching?”

Author's Note

Poor Angel. I laughed my butt off writing that ending!

01 Rainbow's Challenge

My Little Pony: It’s good to be the Princess

A Clopfic,

By Honey Moon

“Twilight, are you sure about this?” The baby dragon asked nervously. “You know I don’t doubt you and all, but couldn’t someone else be the test subject, just this once?”

“Hush Spike, we have to concentrate.” Twilight Sparkle’s body tensed. The newly ascended princess focused the forces within her body, and her horn began to glow.

She lowered her head and moaned softly. The Alicorn spread her four legs, hooves digging into the rich warm soil as she braced herself against the magical flux pulsating within her. With a sudden rush, her body was overcome with the magical release. Her friend Rarity had a hint of this feeling, but since Twilight’s special talent was magic itself, she felt it to a far greater extent. As a rule, Unicorns never spoke of this secret little side effect of magic usage. They preferred to keep the slightly embarrassing benefit to themselves.

Twilight let out a shuddering gasp as her body calmed. This time was more intense than even that first time she had teleported. It came very close to the feelings she experienced while thinking of that Palace guard Flash Sentry, or Applejack’s strong and quiet brother, Big Macintosh. Well, not just thinking. Those special times often involved clutching a pillow tightly between her hind legs and sort of humping and writhing against her bed until she nearly passed out from the secret pleasures of the night.

Spike saw the light of the magical discharge through tightly closed eyes. He waited a bit before opening them. He patted down his body and let out a relieved sigh. The dragon tried to hide his grin of pure relief. “Oh, I’m sorry Twilight. Your new temporal spell didn’t work.” He sighed. “Not that I would have minded, but it would have been nice to see me and Rarity married five years in the future.”

Twilight felt really strange. There was an odd tightness under her belly. Her number one assistant’s romantic fantasy fell on deaf ears. “Spike?” she whispered. “I, I think it might have worked. Just not quite the way I imagined. Instead of sending you five years into the future, I think I matured my body five years!”

“Five years? Are you sure?”

“Yes! Once a Unicorn grows wings and becomes a princess, it takes an additional five years for certain “other” changes to become apparent. I didn’t get any of the warning signs! I skipped right over them!” She took a deep breath, trying to calm down. “Tell me Spike, do, do I look any, uh, different? Look EVERYWHERE!”

Spike inspected his friend carefully. “No, you look the same to me.” As he walked around Twilight, his eyes opened wide and nearly popped right out of his head as he gazed in shock at what was quivering under her belly. “Holy guacamole, Twilight, you’re a stallion now!”

“No I’m not, Spike! I, I’m a hermaphrodite! I’m still a filly, that, that’s just extra! It’s a very rare but natural occurrence with Alicorns. It happens to a lesser extent with regular Pegasi too.” She grinned manically. “I really should write princess Celestia a report on Pegasi Population Pressure and the Permanent Placement of Penile Protuberances when the baseline male population drops too low.”

“Twilight, you have to calm down!”

The princess sobbed. “Oh Spike, I didn’t want this! When I noticed the warning signs, I planned on magically suppressing the member to prevent it from growing and maturing. That way I would remain a normal filly. It’s a very simple spell. That’s what Cadence used so my BBBFF wouldn’t get a big scary surprise on their wedding night!”

Spike scratched his head. “Twilight, um, is that why there’s no, uh, boy Alicorns?”

“I don’t know! Princess Celestia told me that she and Luna were born Alicorns, but once a regular Unicorn’s magic becomes sufficiently powerful, she can become one too. It happens so rarely, that this is the first time in recorded Pony History that there are four princesses living at once! There are four of us now, and no males!”

Spike thought a moment and giggled. “When a Unicorn’s magic becomes sufficiently powerful? I bet the Great and Powerful Trixie is really annoyed.”

“SPIKE!”

“Twilight, I thought Big Macintosh was, um, big, but you have him beat.”

“Spike, that’s not helping!” She blinked “Hey, how would you know that?”

“I was walking passed the schoolhouse last Saturday, when I saw Big Macintosh duck in sort of sneakily. School’s closed on Saturday, so I was real curious. I kinda accidentally climbed up and looked in a window. He was, uh, visiting with Miss Cheerilee, and they weren’t exactly bucking apples. I mean really, they were doing it right there in the classroom! I thought ponies only did “that” in barns and bedrooms. Why would Miss Cheerilee want to do stuff like that the room she teaches in?” Spike shook his head. The baby dragon was obviously puzzled. “She kept yelling “Give the teacher an Apple!” at him the whole time too, for some reason.”

“Spike, don’t talk like that!” Twilight tried to keep any thoughts of fillies and stallions alone together out of her mind. Instead she concentrated on scary things like snakes, and being tardy. She sighed heavily when the unwanted addition finally retreated back into her body. “Thank goodness for that!” she said in relief.

“Twilight, you cured yourself, and I didn’t even see you use magic!”

“It’s not a cure, Spike. I can just control it. As with stallions, when I’m flaccid the, um, member retreats into my body.”

“Can you cure it? Maybe you can just roll time back five years so you can be ready and stop it when it happens again.”

She shook her head, mane flying about her face. “I’d have to create another new spell, and that one sure didn’t work the way I had planned! Temporal tampering is just too risky! Remember last time? Myself almost drove myself insane with that next Tuesday business! I better leave well enough alone.”

A wildly galloping Earth pony with an hourglass cutie mark paused in his mad rush to stare at Twilight. “Temporal tampering is not something to be taken lightly!” he scolded.

A grey Pegasus pony swooped down and made a landing, miraculously managing to avoid crashing into anypony…For once. “Doctor, I thought we had to hurry! You said those Cyber-pony thingies on the moon mean business!”

“Yes, yes, you’re quite right Derpy!” He took a deep breath. “Remember; leave temporal alterations to the experts!” With a cry of “Allons-y!” he reared up and pawed at the air with his front hooves before galloping away at full speed. Derpy flew above him, in the odd corkscrew manner that her many friends in Ponyville had grown accustomed to.

“What was that about?” Spike said as he watched the duo race towards a blue box standing alone at the other side of the village common.

“Never mind them!” Twilight sighed. “What am I going to do? I can’t let my friends know about this. It’s bad enough that they have to get used to me being a princess!”

“Know about what?” Rainbow Dash landed gracefully beside Twilight. “What’s up, your royal princess-a-tude?”

“Rainbow, I said don’t call me princess!” The Alicorn shouted, desperately trying to divert the conversation back to safer grounds. “You know I’m still just me!”

“I was just kidding, Twilight. Are you ready for that flying lesson we talked about?”

“Hey, wasn’t there a blue box over there before?” Spike asked when he next looked toward where Derpy and her friend had been heading. “Oh well. Twilight, I’ll go do the shopping while you get in some flight time. We’re dangerously low on ink, you know, and we’re down to the last dozen quills.”

Twilight felt her nervousness grow as Spike scampered off. “Sure. A flying lesson sounds nice.”

“Just relax Twilight. We won’t go too high today. Now watch me.”

Twilight watched. Rainbow’s wings extended, and give a couple of leisurely flaps. The powerful muscles moved under Rainbow’s coat with a slow ease that only hinted at their immense strength. For some reason the sight really captured the Alicorn’s attention. Sure, she always knew Rainbow was lovely, but somehow things were different now. The way that sleek body moved as the rainbow tailed filly effortlessly lifted into the air made her heart pound.

“Oh no.” Twilight whispered as her own wings began spreading without conscience effort on her part. In seconds they were extended their full span as she stared up at her hovering friend. “Not now! Please, not now!” She hissed. Twilight was humiliated to experience her very first “wing-boner” right where Rainbow Dash was sure to notice! Worse yet, she felt that weird tension beginning to grow in her neither regions again. Her brand new penis was extending and growing hard once more! Thank goodness Rainbow couldn’t see it from her vantage point up above!

“That’s it Twilight! Spread those wings! Grab you some air and take off!”

Was Rainbow toying with her? Twilight thought. Or did she really not notice the major sign of Pegasi arousal? No, this was a flight lesson. She was supposed to extend her wings. Besides, the weather pony couldn’t possibly see the throbbing member from her aerial vantage point. “Y-Yes, okay Rainbow, here goes!” Muscles bunched and flexed powerfully, and the Alicorn’s hooves left the ground as her wings bit the air. She had been more than a little afraid to try her wings again, but somehow flying now felt much easier!

Her first attempt, when she had boldly flown from Canterlot Castle just after her ascension and coronation procession, had almost been her last. Just as she proclaimed to all of Equestria "Yes, everything is going to be just fine!" she discovered that this might not be the case. Turning to return to the castle in joyful triumph, she came to realize her muscles were getting seriously tired. She’d never make it back to the balcony!

Panicking, the newly crowned princess faltered and began the long plummet to the ground below. Thank goodness the ever vigilant Wonderbolts had caught her! Spitfire still gently teased by announcing that everything was just fine, when she was assured that no ears but Twilight’s would hear.

“You’re doin’ great, Twilight!” Rainbow called encouragingly, snapping her pupil back to the present. “See, I told you flying would be easy-peasy for somepony with your wingspan!”

Twilight didn’t answer. She was just too distracted. Rainbow typically flew with her legs trailing behind her trim body. As the wind of their passage through the air whipped the multi-hued tail around, the princess caught tantalizing glimpses between her friend’s hind legs. It was glorious! Twilight’s wings worked even harder, bringing her closer to the Pegasus.

Looking back, Rainbow laughed. “Lookin’ good, Princess!” she proclaimed with a snicker. “Why, I think you could even beat me!” She poured on the speed, leaving Twilight behind. “First one to that cloud that looks like a tortoise gets to make the loser do whatever she wants!”

The wind blowing over her quivering penis sent shivers of delight through Twilight’s body. It wasn’t enough though! She wanted more! “Anything?” she yelled, wings working harder. “Do you promise?”

“Heck, I’ll do better than that. I’ll Pinkie swear!” Rolling over onto her back, Rainbow slowed to let Twilight gain a little. It wouldn’t due to have her lose all hope of winning…Yet! She couldn’t wait to see the princess try and eat one of Pinkie’s experimental red-hot pepper chimicherrychangas “Cross my heart and hope to fly, stick a cupcake in my eye!”

“Thank you Rainbow, you don’t know what that means to me!” Twilight called as she tore through the air.

Eyes wide, Rainbow watched as Twilight gained on her, just a touch too fast for comfort. “Oops, gotta move!” she laughed, as she easily out distanced the novice flyer.

“Oh no you don’t, Rainbow!” Twilight said softly, as her horn began to glow.

The leading Pegasus felt a rather painful tug on her tail. “Hey, what are you doing?” she cried, as her speed dropped off drastically. “Magic isn’t fair!”

“You never said I couldn’t use a spell.” Twilight said, as the power within her began to reel the two flyers closer together. The added stimulation made it harder to think straight, but the princess knew one very important thing. “I need to win, Rainbow! I really truly need it!”

Looking back, Rainbow saw a look in Twilight’s eye, which if in a stallion’s, would cause any maiden filly to head for the hills if she were in heat! “Twilight, what’s going on?” she cried. Her wings became a blur as she tried to break free. Something was sort of bobbling under Twilight’s body. “Is that what I think it is?”

As Twilight slowly grew closer, the turbulent air brought Rainbow’s scent to her flaring nostrils. Oh sweet Celestia, Rainbow was going into her season. The beautiful mare was in heat! “You Pinkie swore!” she cried, as she drew them closer towards each other. “When I win you have to do what I say!”

“Oh horse apples!” Rainbow gasped as she fought the painful drag of magic gripping her tail. “I gotta get away!”

Twilight was desperate. She had to get to the tortoise cloud first! A stray thought entered her rather cloudy mind. What would Daring Do, do? She’d crack the whip! Twilight lowered her head, and then snapped it upward with a powerful jerk of her neck muscles.

Hooves just inches from the cloud and safety, Rainbow let out a wail as she was suddenly yanked upwards. “Let go of my tail!” she cried as she flipped backward, sailing over Twilight while on her back.

It wasn’t the best thought out plan, but it worked. Twilight made an extremely clumsy and backward landing, but she made it. “I won! I won!” she cried happily, hopping up and down on the cloud. “Yes, yes, yes, yes!”

“No, no, no, no!” Rainbow muttered, as she tried swimming through the sky with all four legs as her wings uselessly beat the air. Twilight still had her held fast! “You’re kidding, right?” she asked hopefully as she slowly but surely backed up to the cloud and the still hopping princess. The frantic weather pony got a very good look at the massive member bouncing and slapping against the princess’s tummy. “Twilight, keep that thing away from me!”

A few more kicks from Twilight’s jumping reduced the small cloud to a burst of water vapor. Wings flapping almost idly, the princess let the struggling weather pony tow her along. “It’s not a thing, Rainbow Dash. It’s just a part of me now.”

Sweat matted her mane as Rainbow continued trying to escape. “Twilight, you can’t!” she shouted as she strained. “I, um, not even with Soarin. I, I’m waitin’ for marriage! He respects that!”

“Rainbow, aren’t we friends?”

“Of course we are, Twilight!” Legs flailing and wings beating faster than her heart, Rainbow wasn’t making any headway. The magic had her tethered firmly to the Alicorn, and the distance between them was growing shorter! “Friends don’t mate with friends!”

“Who else should friends mate with?” Twilight stared at her friend, and for some reason couldn’t help swiping her tongue over her lips. The scent of clean pony sweat mingled with Rainbow’s heat, and it was driving her crazy! She drew closer and closer, eyes riveted between those strong athletic hind legs. A couple of feet soon became a couple of inches, and then…

Rainbow squealed. “Twilight, don’t do that!” A broad tongue swiped over her most secret self, and the weather pony mewled helplessly in the grip of Twilight’s magic.

Twilight lapped away, thrilled at the musky taste of Rainbow’s dampness. At the wedding reception, after a few glasses of bubbly wine, Cadence had told her that Shining Armor was a cunning linguist. That had been puzzling, since she knew her brother had no gift for languages. Twilight almost laughed now as she finally got the joke. Wings flapping strongly, she buried her face firmly between Rainbow’s hind legs and happily forced her tongue up the pony’s vagina just as far as she could manage.

Rainbow moaned. She hadn’t even permitted Soarin to do this! Then again, he couldn’t catch her to even try. Heat or not, Rainbow was determined to protect her maiden status! No male would top her, as long as she could Sonic Rainboom away from amorous pursuers.

The Pegasus was in real danger now. Twilight’s magic was too strong. She couldn’t break its grip on her tail! The trouble was that she knew she was losing the desire to keep trying to break it. The duo soared and looped through the skies over Ponyville, with Rainbow Dash’s bottom stuck tight to Twilight’s face!

That warm supple tongue was doing things to her that her own hooves never did! Frantically she looked around for another cloud to hide in. If this was going to happen, she didn’t want every pony in Ponyville to look up and get a free show as she climaxed on a princess’s tongue! The sky was a brilliant blue, with not another cloud in sight. “Twilight, not up here!” she wailed. “I, I mean, we can’t be doing this! Somepony might see!”

Twilight was beyond caring if anypony saw them. The thought of being spotted having fun with a good friend was absolutely nothing compared to the ordeal of being coroneted in front of all the ponies in Canterlot! Her tongue wriggled within the warm snug tunnel of Rainbow’s sex. Who knew ponies could taste so yummy?

She tried to set her mind against it, but Rainbow could do nothing to dampen the storm rising within her. “Twilight, you gotta stop!” She gasped. “I, I think I’m gonna…” Her moan had the distinct sound of utter disappointment when Twilight withdrew her tongue.

A need she never knew she had was growing ever stronger. The penis she now bore throbbed with an almost painful intensity. Face shining with Rainbow’s musky honey, the princess sighed. “Rainbow, I need you!” She scrambled up over her friend’s flanks. “I need a friend more than ever!”

“No, put your tongue back!” Rainbow gasped as she felt hooves on her back. Something long thick and hard had slipped up under her, between her hind legs. “Twilight, go back to licking! Please go back to just licking!” she cried as she felt those hooves graze down her sides as Twilight’s forelegs embraced her middle. “No, we can’t do that!” The weather pony did some fast counting. “I’m entering my season! I, I’m in heat!”

“I know.” The princess began to wiggle and twist her body sensually as they flew in tandem. “Blast, how in the wide world of Equestria am I supposed get it in?” she whimpered as she struggled to seat the broad blunt end of her cock against Rainbow’s vagina.

“Get your legs off of my wings!” Rainbow cried as she struggled to keep herself airborne. “What am I saying? Get off of me completely! I’m in the Wonderbolts academy! Wonderbolt Plebes can’t have foals! It’s against the rules!”

“You’re my friend!” Twilight exclaimed as if this somehow made everything right. “Friends help each other when in need, and Rainbow, I need you so badly! Help me put it in you!”

“No way Twilight!” Rainbow bucked and shimmied, trying her best to keep Twilight from lining her penis up properly. “Listen, what, what if I used my, um, mouth? Pinkie told me that it’s the very best way to please a stallion, while insuring that a big belly doesn’t interfere with you being able to party!”

Pausing for a second, Twilight gasped. “Pinkie said that?” Images of the pretty pink pony’s mouth wrapped around her hardness inflamed her already burning imagination. “Wow!”

“Twilight, we, we could do it like, um, you know, like the dolphins in Sea Swirl’s cutie mark!”

“Maybe next time we can try it that way!” Loosening her foreleg’s grasp on Rainbow’s middle, Twilight extended the field of her magic to grip her own cock. Moaning at the wonderful warm tingling, she lifted her rear up a little, and slid back as much as she dared without releasing her friend. Hooves tightly gripping Rainbow’s flanks, she was finally able to aim the head of her cock right at the precious gateway to Rainbow’s center. “I need to do this first!”

Whimpering as that massive member dragged over her soaked vagina, Rainbow strained to escape. “Twilight, don’t do it!” she begged as she felt the pressure of a hard presence against her tender vaginal lips. “Twilight, I, I’m still a maiden!”

“So am I!” Giving a mighty flap of her wings as she thrust her hips forward, Twilight claimed her friend. She whimpered as her hardness entered the exquisite snug warmth of Rainbow’s body.

“Oh no!” Rainbow squealed as her maidenhead was torn away. “Twilight, get it out! It’s too big!”

“If a foal can come out, I, I can certainly go in!” Twilight cried in delight. She sank deeper into the silky tunnel, and buried herself completely. “Oh Rainbow, you feel so hot inside! It, it’s wonderful!”

After the initial stab of pain, Rainbow was unprepared for the waves of pleasure that washed over her. That huge organ was way up inside her! She was so completely filled by Twilight’s penis, and it felt wonderful! Only one thing still brought fear to her heart. “Twilight, don’t seed me!” she begged. “Promise you’ll withdraw when you feel like you’re about to, uh, explode!”

Twilight opened her mouth to speak, but instead thrust just a little harder into Rainbow. Breaking a promise was a sure way to lose a friend. Besides, she didn’t want Pinkie stalking her again. It was best not to make a promise her body surely wouldn’t let her keep. She eased her forelegs back towards Rainbow’s middle, stopping just under those strong and lovely wings.

“Twilight, make the promise!” Rainbow said frantically as her body trembled. “I, I don’t wanna end up an unwed broodmare! Ponies will talk!”

“Let them.” Twilight said huskily as she buried her face in Rainbow’s mane. She could smell the scent of a pony exerting herself. It mingled in such a lovely way with the special Zap Apple shampoo that Granny Smith made in honor of Rainbow’s multi-hued mane. “Rainbow, I’m a princess now.” She moaned as her wings and pelvis instinctually moved together. “Everypony will understand!”

It was hard to flap her wings with Twilight riding her, so the frantic weather pony was forced to just extend them as far as she could, and try to steer away from anypony that may look up and see her being mated. It felt so good though! She bit her lower lip and whimpered as the massive organ moved so deeply within her. To her shock, she soon found herself dipping her wings in coordination with Twilight’s flapping. On every downbeat of those powerful princess wings, Rainbow dumped lift and produced drag, making Twilight ram into her 20% harder!

The glow left Twilight’s horn. She didn’t need magic any more. Rainbow wasn’t going anywhere with her forelegs wrapped tightly around her straining body. Deep inside she could feel a sort of pressure building. It was an exquisite torment. Each time she thrust herself fully into Rainbow, she felt herself grow just a little closer to fulfillment. Lonely humping and gyrating against pillows just couldn’t compare to the beauty of this moment!

“Oh Rainbow” Twilight cried. “I, I think it’s about to happen!”

Rubbing a hard hoof against her vagina sure set off explosions, but this seemed to be pushing her to the edge of a total Rainboom of a climax. As Twilight’s words sank in, the fear they caused seemed to only heighten her arousal and bring her closer to release. “Wha-What? No Twilight, no! Not inside me! You gotta pull out now! I’m in heat! You’ll put a foal in my belly for sure if you seed me today!”

Twilight knew she should pull out. She didn’t want to cause her friend distress. Yes, she knew. She knew with her mind, but her body had other ideas. The feelings deep in her body grew to a crescendo. The princess moaned as her body went rigid. Her straining penis gave a mighty throb, and Twilight cried out in pure delight. The seed of a princess boiled up the shaft, to erupt forcefully within the confines of Rainbow’s body. Twilight snorted and whinnied with each pulse. “My friend!” she finally wailed as she held Rainbow tight in her foreleg’s embrace.

Rainbow’s eyes opened wide. “Oh no!” she whimpered as her own body was overcome. Trembling, she felt Twilight’s member dance and jerk inside of her. The seed spurted with equine force, blasting again and again in to her. The weather pony was helpless in the grip of her own climax. Instinct kept her wings extended as the duo glided aimlessly through the sky over the very edge of the Everfree forest.

Lost in the wonder of her first ejaculation, Twilight couldn’t even think. This moment was so beautiful! She had mounted one of the loveliest mares she had ever met, and she was inseminating her! It seemed to go on forever, yet it was over far too soon. “Oh Rainbow, that was wonderful!” the princess whispered. “She looked up from her friend’s mane. “Rainbow, you were…Fluttershy’s cottage!”

Rainbow snapped to attention, but it was too late! “Twilight, pull out, um, pull up!” she cried, just as they plowed into the roof.

Thankfully, a thatched roof isn’t much of a barrier to two speeding ponies. Twilight and Rainbow punched through. Their velocity was reduced enough where the only injury was to Twilight’s pride, as her rump bounced on Fluttershy’s floor. Rolling, the two separated with a loud liquid slurp.

Fluttershy had been enjoying a quiet cup of tea with Angel Bunny when her friends made their sudden appearance. “Oh my, are you two hurt?” she said, rushing to their aid. She froze; staring at the glistening wet organ as it withdrew into Twilight’s body. She had only seen it for an instant, but it was forever burned into her memory. “Oh, oh my!” She whispered, as the knowledge of Twilight’s hermaphroditic nature sank in. “Oh my goodness!”

Rainbow, used to crashing while perfecting new aerial stunts, bounced up onto her hooves in an instant. “Great flying lesson, Twilight!” she announced loudly, with a cheerfulness bordering on insanity. “Ha-ha, gotta watch those landings though!” Her manic grin trembled as she felt hot liquid slowly making its way down the insides of her hind legs. She couldn’t let Fluttershy see that!

Turning to Twilight, She forced another laugh. “We, we have to try that again, when I’m not feeling so sore, um, I mean when your wings aren’t sore. Rest, yeah, that’s what I mean. Twilight, rest those wings. No more flying until the day after tomorrow!” She launched herself upwards. “Gotta dash! I have to go do the thing, at the place!”

Twilight and Fluttershy watched as Rainbow left in a streak of speed. “Um, Fluttershy, I’m sorry too, about the roof I mean.”

Fluttershy had to force herself not to even look at the small shimmering whitish puddle Rainbow had left behind. “Oh, that’s okay Twilight. I’m sure Rainbow will fix the roof before the Pegasi schedule another rainy day.”

“Great!” Twilight sighed. Thank goodness her shy friend hadn’t noticed anything! Fluttershy would be scared witless, thinking she would try to, uh, mount her too, if she knew about the penis! “I’ll just be going now! I, um, I better walk. My trainer did say to rest the wings!”

Fluttershy watched as Twilight headed back to Ponyville. “Angel, why did Twilight pick Rainbow?” she asked softly.

The little white rabbit sniffed at the puddle Rainbow Dash had left behind. His nose crinkled, and he made dramatic gagging and retching noises as he pantomimed sticking his paw down his throat.

The shy pony sighed "How come Twilight didn't pick me? What can I do to make her pick me? How can I get Twilight to..." Her voice rose to a frightening yell "LOVE ME?"

The little bunny opened his eyes wide in shock. This wasn't something he expected from his demure friend. Rabbits all knew there were only two important things in life, salad and sex. He never expected to hear Fluttershy EVER talk about sex though! Still, he had to help his friend, or she would go off the deep end…Again. Thinking a moment, he put his paws on his hips. With a sexy little tail wiggling strut, he sashayed around the puddle like that old time pony star, Bay West.

"Angel, you're right.” Her voice lowered to its more familiar shy little whisper. “Momma will just have to try and seduce Twilight!" She sighed. "I hope Twilight will want to, uh, "do it" on the ground. I don't think I can stay airborne long enough to please a princess!"

Rainbow Dash headed straight for her cloud house. “Ohmygosh, ohmygosh, ohmygosh, what am I gonna do?” She felt sore and tired, but strangely invigorated too. Worry filled her mind though. “I can still feel Twilight’s seed oozing out of me. How much did she squirt, anyway? Why did I have to be in heat today? I just know I’m havin’ a foal now! I’m gonna get kicked out of the Wonderbolts Academy. I’m gonna get as big as a moose for eleven stupid months!”

A smile slowly crept across her face as she looked down and saw Scootaloo and her friends in a clearing below. “Still, having my own little pony might be kinda fun. I hope it’s a filly. That would be nice. Maybe I’ll name her Daring Do!”

Scootaloo sighed and flopped down on the grass. “I guess Cutie Mark Crusaders lawn care experts is NOT a go!”

Sweetie Belle shook her head. “Too bad the goats all ran away before they even started to eat the grass.”

“That’s only cause it’s gettin’ close to their feedin’ time so they headed on back to Sweet Apple Acres.” Applebloom drawled. “They’ll eat about anything before they’ll eat plain ol’ grass. Goats are weird that way. Maybe we shoulda tried it with some sheep. They’re not half as ornery.”

Scootaloo suddenly gasped. Eyes closed against the bright sun, she had no warning when something warm and gooey dropped right into her open mouth and sort of slid on down her throat. She rolled over onto her hooves and gasped as she stood up. “Yuck! I, I think I swallowed a bug!”

“Ew, that wasn’t a bug.” Sweetie Belle squeaked. “I saw it. It was a drop of something white.”

Applebloom laughed. “Rainbow Dash just flew by. I bet she startled that there flock of birds. Scoot, you swallowed bird poop!”

“Don’t they say if you get hit by bird poop, it means good luck?”

Scootaloo shook her head. “That’s if it gets in your mane! Not if you swallow it! I’m probably gonna die, and then get sick!”

Sweetie Belle giggled. “You will not. I’m sure it won’t have any effect on you at all.”

The little Pegasus pony flapped her tiny wings. Their hummingbird hum conveyed her frustration. “I hope you’re right, Sweetie Belle!”

Scootaloo would not die, or even get sick. There would be a change though, as the small dose of hermaphroditic hormones coursed through her body. Very soon that change would forever alter the filly’s life, and the lives of her friends.

Author's Note

Depending on reader response, I may continue for a few more chapters. Enjoy!

10 Twilight and the Tenth Foal

My Little Pony: It’s good to be the Princess

10: Twilight and the Tenth Foal

By Honey Moon

Twilight Sparkle would have been embarrassed at how stupid she sounded, but the powerful potion still coursing through her blanked out any thought except for Fluttershy’s lovely body. "Oh, yes, Fluttershy and I need to discuss Harmony." She told Scootaloo in what she hoped was a normal voice.

Thank goodness she was able to restrain herself as she levitated Scootaloo. She could have flung the filly nearly all the way back to Ponyville, what with how anxious and edgy she was feeling! "You, you'd just be bored. Oh, and I think Sweetie Belle was looking for you. Hurry on into Ponyville and see what she wants."

"Sure, okay." Scootaloo called from nearly fifteen feet in the air. "Fluttershy, be sure to tell me if you find a tortoise that's looking for a friend!"

"Don't worry, I will." Fluttershy assured, as she opened the bottom door and nervously motioned for Twilight to hurry and get in.

Twilight charged into the cottage as she held the puzzled filly aloft. “Bye Scootaloo!” Twilight managed to say in a strained voice as she lowered her to the ground and kicked the door closed at the same time. “Thank goodness! I thought she’d never leave!”

“Twilight, are you okay?” Fluttershy asked softly, staring at the hard cock jutting out beneath Twilight’s tummy. Just the sight of it throbbing with obvious need had her body responding. “The end, um, is more purple than usual, and it’s uh, twitching.” She whispered as her vagina rapidly grew past moist and on into soaked.

“Luna, um, I mean I accidentally drank one of Zecora’s potions!” Twilight took a deep breath. “Now turn around and lift that sexy tail!”

“Let me check to see if Scootaloo left first.” Fluttershy said, as she made the mistake of turning from Twilight to face the window. She felt the magic as it yanked her tail roughly upwards and then the pleasant weight of Twilight setting on her back. “No, wait just a second!” she squealed as that glorious member plunged into her body. “Twilight, there’s a shadow on the curtain!”

“Never mind scary shadows!” Twilight gasped while delighting in her friend’s warmth. “Oh Fluttershy, you’re wonderful! I can’t wait to try this when your tummy is nice and round with our foal!”

Fluttershy trembled with more than arousal. Was that an eye she saw peering in through the slight gap in the curtains? She reached out a hoof to try and close them, but she couldn’t reach, and couldn’t move forward with Twilight gripping her middle so tightly! “Twilight, close the curtains!”

“Blast the curtains!” Twilight resumed the rough intense thrusting of her interrupted time with Luna. “Oh Fluttershy, I’m so horny I can’t stand it!” she moaned as her iron hardness sawed in and out of the gentle mare.

Fluttershy stared at the gap in the curtain and felt heat spreading through her body. They were being watched! “Twilight” she gasped. “The bedroom, let’s go to the bedroom!”

“I like it right here.” Twilight moaned. She knew Fluttershy’s critter friends might watch, but they would never be able to tell anyone about her secret. “Your friends, they, they’ll understand.” She caught one such critter’s eye. “Besides, I think Angel likes the show!”

Angel Bunny glared at Twilight from where he stood on the arm of the sofa, but didn’t stop gently rubbing his leporidhood with both front paws.

Twilight laughed breathlessly. “I bet somebunny would love if I turned you into a bunny for just ten minutes!”

Fluttershy’s eyes opened fearfully wide. “No Twilight, don’t use magic on me!”

Angel rocked back on his big hind feet. His rigid penis squirted out quite a respectable load for a critter his size.

Even though she brought it up, sudden jealousy made Twilight’s eyes flash. “I’d never do that!” she announced while staring at the bunny in question. “He can go find his own playmates!”

Angel glared back, until he noticed the horn glowing on the Purple One of the Books currently mating with his friend. He cringed fearfully, but nothing happened. Then he saw that the bottom panel of the front door was glowing as it opened. Just outside, a large doe bunny was thoughtfully eating a flower. She squealed when magic enveloped and immobilized her.

Angel’s eyes grew round when he noticed it was his very own dame. He’d recognize her sexy tail anywhere! Mom had always been too quick for him in the past on the many occasions he tried to corner her while she was in her heat. She had some strange idea that family meant off limits. That looked like it was about to change! Angle stood tall, as did his still erect penis. With a flourish he used his right ear to salute his Alicorn overlord before leaping off of the sofa with a hop, skip and a jump.

The door almost clipped his bushy tail as it slammed shut behind him, but he didn’t care. The magic held the struggling doe firmly in place just long enough for him to mount her. That’s all he needed. The doe hadn’t been born who would object once HE rammed into her, and mom turned out to be no exception!

“Twilight, do, do you know who that was?” Fluttershy said breathlessly as she turned back to the curtain and the eye peering at her. “Do you know what bunny was out there?”

“Just a doe I noticed when I materialized.” Twilight said huskily. The ponies herd a soft feminine squeal of pleasure from the front lawn. “She doesn’t seem to mind, and I bet Angel is happy! Is she somepony’s pet? Does it matter who she is?”

Mesmerized by the shadow on the curtain, Fluttershy shook her head. “No, I, I guess it doesn’t!”

“Then forget Angel!” Twilight was breathing heavily. “Oh Fluttershy, I, I’m gonna cum!”

Trembling, Fluttershy whinnied softly. “I, I am too. Harder, please go harder Twilight!”

Panting like a beast of the Everfree forest, Twilight felt the pressure within growing once again. “I need this! I need this!” she cried as her cock throbbed through another explosion.

The shadow left the curtain, and Fluttershy cried out in dismay as her body shook. “Don’t go! I, I’m about to cum!”

Twilight could hardly think as she let loose yet another massive load. “Not, not going anywhere!” she grunted, never to know that Fluttershy wasn’t addressing her.

“Twilight, thank you, I needed that.” Fluttershy said bashfully, expecting a little sweet cuddling before Twilight was ready to go again. The forelegs gripping her tightened their grip. “Twilight, what’s wrong?”

“Oh no, I, I’m still just as hard!” Twilight moaned after her spasms eased. “I gotta keep going!” With a groan of frustration, Twilight continued her frenzied pumping of Fluttershy’s delectable body.

Rainbow Dash stretched after her mid afternoon nap. It was sure great to score extra furlough time from the Academy. “It pays to be the best of the best.” She said with a grin, knowing her boast to be true. “I wonder how Fluttershy is doing.” Her smile grew bigger. Fluttershy had loved being screwed with Rarity’s big ol’ ruby last night, and expressed her gratitude with some amazing tongue work. Rainbow decided she needed some more of that very special attention from her fillyhood sweetheart.

She went to the window of her bedroom, and sat her rump on the ledge. Leaning back, she closed her eyes and let herself fall. The thrill of the wind through her mane was exhilarating as always while she plummeted straight down to Fluttershy’s cottage far below. Unfailing instinct led her to flap her wings just feet from the ground. Soaring upwards, Rainbow opened her eyes and aimed for the window Fluttershy left open for her.

Rainbow landed with her usual extreme precision. She hardly made a sound as all four hooves simultaneously touched the floor. That’s when she heard the unmistakable sounds coming from downstairs. “Oh ho, it sounds like Twilight is back in Ponyville.” She said with a grin. “Ohmygosh, ohmygosh, ohmygosh, did I just get a good idea!”

For reasons she wouldn’t explain, Fluttershy had insisted that she and Rainbow make love up in her guest bedroom. They had romped all over the little bed that was hardly big enough for one pony, but would probably suit three fillies quite well. Rainbow spotted the ruby and its harness right were she left it on the night stand. Trying to be quiet, she struggled into the harness while standing on her hind hooves, wings flapping gently to keep her balance.

Tapping her front hooves together in anticipation, Rainbow laughed softly. “Well princess, they say turn about is fair play. You got mine, so now I’m gonna get yours!” She looked down at the phallic ruby jutting from her loins. “Too bad mine isn’t nearly as big as yours. Still, I bet it’ll sure do the job on a princess’s maidenhood!”

Fluttershy moaned deep in her throat as the wonderful shaft kept right on plowing deep into her. She had already succumbed four times! Twilight, on the other hoof, had exploded into her thrice, and was still showing no signs of stopping! She hadn’t even slowed down. It was glorious!

Hardly able to think, a slight movement managed to catch her fevered attention. Mewling and drooling, she glanced up and saw Rainbow Dash slowly easing her way down the stairs. “Watch me!” she breathed softly, feeling a need she had never known before. “Watch me fornicate like a woodland creature!”

Rainbow waved a hoof. “Quiet!” she mouthed silently as she took to the air and swooped toward the mating ponies. She had to catch Twilight unaware for this to work!

Twilight smiled as she continued to service Fluttershy. So, Rainbow wanted to play too. She saw the glittering ruby shaft, and her mane flew in her face as she shook her head. “No-no, Rainbow Dash!” she said huskily as her horn glowed.

There was a rather pretty flash of light, and the perfect spherical bubble of Twilight’s force field spell was suddenly surrounding the mated couple. Rainbow bounced off and barely managed to keep herself from crashing into the ceiling. “Not fair!” She exclaimed as she rubbed a hoof on her muzzle. “I just wanted to get in on a three-way! They’re supposed to be awesome, according to Pinkie Pie!”

Nearly oblivious, Fluttershy cried out in a breathy soft voice. “Watch me, oh Rainbow, watch me!” as she was forced into yet another orgasm.

Somehow finding some small shred of self control, Twilight stopped her manic thrusting and pulled out of Fluttershy. “You want a three-way, Rainbow Dash? I can give you a three-way!”

The force field vanished, and Fluttershy sank to the floor with a contented sigh as pearlescent fluid bubbled out of her sated vagina to add to the growing puddle on the floor beneath her. “I’ll watch you now.” She said dreamily as she turned her head to look at her friends. “It’s so much better when somepony watches!”

“Hey, wait!” Rainbow shouted, as she became airborne without the benefit of flapping her wings. She felt the straps of the harness loosening. “Twilight, what are you thinking?”

Twilight grinned. “We can do a three-way, just the two of us, Rainbow.” She said as the ruby drifted away from Rainbow Dash’s body. Twilight lifted one hind leg and then the other as she stepped into the harness. It slipped upwards and the straps tightened around her body. It took some fiddling, but soon she had the phallic gem situated just above her own throbbing shaft.

Eyes nearly popping out of her head, Rainbow stared at the sight of Twilight with two cocks and instantly knew what was in store! “Wait, I meant me doing you, Twi!”

“Rainbow, we can’t do it that way!” Twilight exclaimed. “My filly parts have to stay untouched! I have to stay a maiden as a mare!” Gently lowering Rainbow to the floor, she trotted towards the wide eyed Pegasi. “You’re right though, this should be fantastic!”

“Twilight, just where do you think that ruby is going?” Rainbow shouted frantically. The magic had released her, but she just couldn’t seem to move. “Not the back yard!” she cried, as she lifted her tail and gave her rump a sexy little shake.

“Yes, yes the back yard.” Twilight said with a giggle.

“Twilight, you can’t fuck both holes at once!” She took a deep breath. “Twilight, you can’t stuff that ruby up my rump while you’re fucking me with your cock!” She couldn’t help spreading her hind legs a little wider as her wings extended to their fullest span. “Do you think I’d let that cool smooth glittery thing slip in and out of my bottom, driving me totally crazy while you have your futanari way with me?”

Remembering their nearly disastrous first time together, Twilight froze. “I think you might.” She said softly as she held perfectly still.

Fluttershy sighed dreamily. “Rainbow, I liked it when you put Rarity’s ruby in my rump. You didn’t even ask first, claiming “Surprise butt-sex was twenty percent cooler”, remember?”

“FLUTTERSHY!” Rainbow gasped. “Not now!” she scrubbed a hoof over her face. “Oh horse apples! What are you waiting for, Twilight? You guys got me so curious I’ll just die if I don’t know what it feels like!”

“Oh, you won’t die.” Twilight said huskily. “I won’t make you wait though.

Rainbow moaned quietly as she planted her hooves firmly. “Just be careful with that thing, um, those things!” Her tail rose higher as she lowered her head. “Ohmygosh, this is crazy!”

Twilight trotted up behind her friend. Horn glowing, she positioned her shaft at Rainbow’s dripping wet vagina, and the glittering ruby staff at her tight little rosebud. “Are you ready, Rainbow?” she asked.

“Wait, let me…” Twilight couldn’t wait. Rainbow Dash squeed like an excited fanfillly at a Daring Do convention as thick hot pony flesh and smooth cool mineral began pushing into her body. “So full!” she gasped. “Fluttershy, I’m all full up!”

Eyes wide, Fluttershy watched in delighted wonder as Twilight clamed her fillyhood friend. “There’s still more!” she whispered as those wonderful rods pistoned slowly into Rainbow’s quivering body. “Give her more, Twilight! Rainbow can take it!”

“I, I’ll give her everything!” Twilight gasped as her body finally pressed tightly against Rainbow’s rump.

Eyes rolled back until they showed mainly white, Rainbow’s tongue lolled from her muzzle as the twin shafts began to withdraw. She drooled on Fluttershy’s floor as they swiftly pierced her again…And again!

Getting shakily up on all four rubbery legs, Fluttershy moved closer to her joined friends. She lowered her head. Very gently, she took Rainbow’s tongue into her mouth and began to move her own against it as she softly sucked to gather Rainbow’s saliva.

Fluttershy may be onto something, Twilight thought hazily as she began to roughly ram herself into Rainbow. Being watched did make it more exciting! It was a good thing Rarity’s ruby was so silky smooth and decidedly narrower than her cock. Twilight was too lost in the joy of her shaft sheathed in Rainbow’s vaginal tunnel to worry about what the ruby was doing to that much tighter opening.

Moaning into Fluttershy’s mouth, Rainbow was almost embarrassed at how fast Twilight pushed her into orgasm. Pushed? Heck, Twilight rammed her into climaxing, and wasn’t letting up! The two objects were pumping her like the drive shafts of a locomotive engine! She felt filled in a way she had never even dreamed of before! Mind spinning, she was only too grateful that she hadn’t eaten lunch. Another orgasm forced all thought out of her mind, and she practically slobbered in Fluttershy’s face!

This was wonderful! Rainbow was really enjoying herself. Fluttershy was so glad. She hoped that Twilight wouldn’t notice, and Rainbow wouldn’t remember, as she lovingly swallowed the saliva she collected from her friend’s mouth.

“I need it!” Twilight’s wings flapped and her whole body quivered as she tried to achieve what she so dearly wanted. She had cum so much already since she drank Zecora’s potion, could she possibly do it again? Twilight thrust harder and harder, desperately trying to release in Rainbow’s snugly gripping sheath! “Oh stars above, I need to squirt! Just once more! I’ll die if I don’t do it one more time!”

“You can do it, Twilight!” Fluttershy cheered softly as a thin silvery string of saliva dripped from her dampened muzzle. “Fill Rainbow up!”

Rainbow rested her head against Fluttershy’s neck and whimpered. “I, I’m already full! She gasped; as yet another climax claimed her.

Twilight cried out inarticulate joy as she felt the pressure within. She was going to do it! She was doing it! “Oh Celestia!” she screamed as her cock gave a throb. By her standards it wasn’t much. Three good strong jets of seminal fluid burst forth to blast into Rainbow’s shaking body. Still, it was far more than any mere stallion could produce!

When it was all over, Twilight shook her head as she tried to clear her mind. “I, I think the potion has worn off.” She muttered softly. “I’m sorry I was so rough with you, girls.” There was a muffled laugh as if in answer.

Rainbow leaned against her beloved Fluttershy. “That’s okay Twi, but I thought I was gonna die!” She said shakily. The muffled laugh returned. “Hey, I’m not joking! What’s so funny?”

“Nopony laughed.” Fluttershy said before one last swallow to clear her throat. Her ears twitched. “Wait, I just heard it too.”

Twilight slowly eased herself out of Rainbow’s body. Her shaft drooped to point to the floor and shimmered in their combined juices. The ruby shaft rode just as hard and stiff as ever though. Looking down under herself, Twilight was startled to see the glittering jewel suddenly grin at her and wink. “Discord!” she gasped woodenly.

“Discord?” Rainbow turned to look, and her eyes opened wide. “Great steaming horse apples, Discord was in my rump!”

Fluttershy glared at the grinning ruby. “Just what do you have to say for yourself, young man?”

The ruby had the grace to look sheepishly up at Fluttershy. There was a flash of light, and Discord stood before the three ponies, while the ruby returned to its normal, if not slightly soiled state. “Young man indeed! I’m well over a thousand years older than you, my dear Shutterfly. Give or take a few decades.”

“I keep telling you, it’s Fluttershy.” Fluttershy whispered.

“Whatever.” He smiled and patted Fluttershy’s head.

“What is the meaning of this, Discord?” Twilight asked as she self-consciously struggled out of the harness. She was thankful that her cock had finally decided to withdraw into her body after all its recent activity. “Explain yourself!”

Rainbow stared up at him and shook her head. “Discord was in my rump! He, he raped my bottom!”

“Don’t get your pin feathers in a ruffle, Miss Junior Wonderbolt.” A hardhat with an old fashioned flickering miner’s candle suddenly appeared on his head. “Spelunking is just a hobby of mine. It was nothing personal.” The hard hat vanished, to be replaced by a doctor’s head mirror. “I do give you a clean bill of health, my young friend. It must be due to a diet high in vegetable roughage.”

Fluttershy couldn’t help a giggle. “Discord, friends do not do things like that without asking!”

Rainbow Dash glared up at the draconequus. “We should have turned you back into stone when we had the chance! How dare you get off by sneaking into my backside!”

“Get off?” Discord sniffed. “I will have you know that you are not my type. I’ve been seeing a lovely Ursa Major lately, and she’s all the female I have ever hoped for!”

“What are you doing here, anyway?” Twilight demanded.

“Oh, I just wanted to congratulate the new princess on her proliferation, is all.” He vanished, only to reappear at a fraction of his size to stand on Twilight’s head. Holding a small sack in his lion paw, Discord pulled out and tossed a few small dark bean-like objects into his mouth with his eagle talon. He happily crunched them. “My dear Twilight, you’ve sown more seeds than I could ever have hoped to plant. I am so looking forward to what Celestia has to say about that.” He laughed joyously. It cut off abruptly as he vanished, this time completely.

“Oh my.” Twilight said worriedly.

Fluttershy smiled. “Princess Celestia won’t be angry, Twilight. I just know it.”

Rainbow shook her head. “Ew, Discord was in my rump!” she couldn’t help a slight smile. “Well, I just hope he enjoyed the view!”

As time passed, the fledgling princess’s anxiety eased. She counted the blessings of friendship. Even Trixie’s annoying habit of just barging in at the library and demanding to stay the night brought Twilight pleasure. Trixie sure was one feisty filly once you hit the hay with her! Who knew that the boastful mage would secretly begin to express the desire to be dominated by a princess?

Rarity created a daring little clingy black outfit that Twilight wore while role-playing “Darklace” with the fashionista. Trixie practically wet herself in submissive delight any time Twilight donned it to play the same game with her. Twilight smiled knowing neither friend knew the other had the same fetish. If Pinkie Pie had taught her anything though, it was to keep such intimate and private admissions from a friend private!

Ponyville made it through another Winter Wrap-up, and spring brought beauty to Twilight’s eyes. She hardly noticed the tender new leaves on the trees, or the budding of wildflowers in every meadow. It seemed that everywhere she looked, she saw a precious friend with a gentle swell just starting to show in her tummy. It was getting so hard to keep from popping a sudden and highly noticeable erection any time she saw one of her friends.

Closing her eyes tight, Twilight counted to ten thousand by base four. She was startled by a sudden loud belch and the roar of a flame. “Twilight, wake up. It’s a message from Canterlot!”

“I wasn’t sleeping, Spike.” She complained. She had seen Pinkie Pie bounce on by the library. The growing weight of her gently swelling middle seemed to ever so slightly lower the height of each springy step. From her grin, Twilight suspected Pinkie was putting on a show for her benefit. It was greatly appreciated! “I was just resting my eyes.”

Spike grinned at his beloved friend. “I bet you’re resting something else, too.”

“Spike!”

“What?” He gave her a knowing wink. “You’ve been doing so much flying lately. It’s good that you’re resting your wings.”

Twilight sighed. So far she had been lucky. Spike had finally tumbled to the fact that she had sired foals on quite a few ponies since her little magical mishap. She hoped her number one assistant would handle it well, once he realized that Rarity was just as pregnant as all their other friends. “Oh, just read the scroll already!”

Spike cleared his throat. “My dearest Twilight, you have been conspicuous by your absence from the castle of late.” Twilight felt a guilty twinge. Luna looked so lovely with her belly growing, that she dared not visit and risk losing control and growing erect where Princess Celestia would notice! She composed herself as Spike continued.

“I know how much you look up to Starswirl the Bearded. I have found something I would like you to have.” Spike looked startled and dropped the scroll. “Wait, not that!”

As Twilight watched, Spike's eyes sort of went cross. His neck bulged in a broad band just before he belched forth with a huge fan of flame. The library seemed to flicker as Twilight’s new fire safety spell warded the flames and protected the precious books. With a cough, Spike reached out a claw and caught the large silver ring as it dropped. "I hate attachments." he muttered, as he handed the warm ornament to his friend.

Twilight’s horn glowed as the roughly hammered silver band levitated before her eyes. “That’s Starswirl the Bearded’s Cutie Mark!” she exclaimed excitedly.

Spike picked up the scroll and resumed reading. “You will note the band bears the Cutie Mark of Starswirl himself. I remember how he always wore it in my presence. I am sure he would have wanted you to have it.”

“Oh Spike, this is wonderful!” Twilight cried as the ring rose higher and slipped over the tip of her horn. “It’s like wearing a piece of history!”

Spike gave her an appraising look. “Twi, it looks good on you. I like how the silver sparkles in your mane.”

“Oh, I have to see!” Twilight wanted a mirror. There was a hoof mirror up in her loft bedroom. She reached for it with her magic. She reached again. She spread all four legs and really strained. Her heart pounded and she felt warm all over.

The magic was there, she could feel it. It was just on the very edge of blossoming forth, but she just couldn’t reach that peak. She tried again, panting from her exertions. “It, it won’t work!” she moaned, body trembling with the need to release. “The ring is a magic inhibitor!”

“Why would ol’ Beardy want to inhibit his magic?” Spike asked.

Twilight whimpered. She had to resort to sitting on her rump to use her front hooves to remove the ring. She released the pent up magic, and let out a cooing sigh as the release calmed her body while bringing her the mirror. “Oh goodness.” She whispered. “That was unexpected.”

“Are you okay?” Spiked asked worriedly.

“I’m fine.” Twilight replaced the ring. Carefully holding the mirror, she was thrilled to see how well it fit her horn. Something dawned on her and she laughed. “I think I understand!”

“I sure don’t!”

“Princess Celestia wrote that Starswirl wore this whenever he visited her.” Twilight giggled. “Remember, he was one of the most accomplished mages of his age, but he was also a stallion.”

“What does that have to do with the price of rubies in Manehattan?”

Twilight opened her mouth to answer, but snapped it right back shut. “Oh, nothing.” She said, while risking a very vivid imagining of Fluttershy posing for all of those fashion magazines in her short modeling career. Not a twinge from her cock, although she felt warmth growing between her hind legs and a definite twitchy urge to spread her wings.

It wasn’t just magic the ring inhibited. Starswirl must have had a serious crush on the Princess, and didn’t want to have it discovered! “It’s just something Starswirl used as an aid in concentration while discussing important matters of state.”

“I knew the old coot was a weirdo.” Spike laughed.

“Oh hush! Did the Princess say anything else?”

Spike looked at the scroll. “Only that she’s going to stop by and visit with you today.”

“She is?” Twilight reached for the ring, and made sure it was seated nicely at the base of her horn. “It’s a good thing I have this, um, I mean I hope the Princess thinks it looks nice on me!”

“I’m sure she will, Twi.” Spike looked a little bashful. “Um, do you mind if I take a little personal time since you’ll be busy with the princess?”

“Oh course not, Spike. You work so hard. You know I don’t mind if you take time off.”

“Oh good, Rarity asked me to come over and look at her list of foal names. She’s narrowed it down to three hundred.”

Twilight gulped. “You, you know?”

Spike looked up at his best friend and smiled. “Sure I know! Rarity is gonna get a visit from the stork!” He winked. “She’s a mammal after all, and I’m a reptile. We would have had to use a surrogate once we get married anyway. Until then, I’m gonna be a goddragon!”

Taking a deep breath, Twilight sighed. “Spike, I should learn never to underestimate you.”

“That’s for sure!” He sighed. “On sort of a related note, could you ask The Great and Powerful Trixie not to be so loud next time she, uh, ‘sleeps over’? Her begging and crying “Harder, harder, Trixie is a bad mare!” always wakes me up.”

Twilight felt her face grow warm. “I’ll cast a sound dampening spell next time, okay?”

“Thanks Twilight! I’ll see you later.”

Twilight watched her number one assistant skip off on his way to Rarity. “Spike is such a good friend.” She said with a smile. Her whole body felt warm as she inadvertently thought about Trixie’s secret submissive nature. “I don’t have a lot of time. I guess I better ease a little tension before the Princess gets here.”

Removing the ring from her horn, she immediately felt the familiar stirring deep inside as her penis emerged and began to engorge. “I better use the artificial vagina and pop off a quick load or two so I can calm down.”

Twilight summoned the spell and teleported to her bedroom. Shoving some books aside on the bed, she folded back a corner of her comforter to expose her little secret. There it was, ready for emergencies. The artificial vagina she had smuggled back from the Crystal Empire was ready and waiting, tucked between mattress and box spring, collection bag attached for filling.

“Oh, I wish one of my friends were here!” she moaned as she put her front hooves on the bed. Her horn glowed and the special apple scented lubricant Applejack had made for her flew to her exposed erection. “This is so much nicer than the original soothing oil.” She smiled; remembering how AJ had squealed when Rarity used her horn to pump the orchard fresh lube deep into the farm pony’s “South Forty” as Applejack insisted on calling her anus.

With a whinny of pleasure, Twilight pushed herself into the artificial vagina, and began to, as AJ would put it, “Buck the bed”. The snug pony made tunnel was no match for the real thing, but Twilight did find pleasure in its soft depths. Soon, the room was filled with a rhythmic bump-bump-bump as Twilight’s wild thrusting banged the bed against the wall.

Twilight thought of her friends while striving to hurry her release, but soon a problem she had recently been having reasserted itself. “No, don’t think about it.” She moaned, as images of Princess Celestia majestically raising the sun at the last Summer Sun Celebration invaded her fevered mind.

She tried to think less dangerous thoughts. “I, I wonder if I can risk making love to Luna again. I can’t let the Princess suspect anything though.”

Whimpering, Twilight cycled right back into thinking of her mentor’s grace, poise and beauty. “She’s so big, but in such a wonderful way. I, I’d have to stand on a box.” She whispered. “Maybe I could levitate while doing her.” She shook her head. “Stop that! The Princess is forever off limits!”

She forced herself to think about Pinkie Pie, and her willingness to try any position or object depicted in the Pona Sutra. Twilight had actually needed to put her hoof down last week. Pinkie saw one memorable illustration in that ancient tome and had asked if she could bring a randy manticore to the library!

A secret little thought about Fluttershy and her menagerie fluttered through Twilight’s mind. She shook her head again, mane flying as she pumped harder. “No, Fluttershy may love critters, but she doesn’t LOVE critters!”

Just as she turned her mind to Rainbow Dash, and her fondness of reading aloud from erotica while getting a good tongue lashing, Twilight felt two things. First, she was mere heartbeats away from exploding. Second, she felt the growing levels of ambient magic that announced the imminent arrival of her former teacher. “Oh crabapples!” she cried, jumping back from her bed. Her cock gave a few angry jerks, but thank goodness she managed to hold off from actually ejaculating!

Horn glowing bright, the ring flew to her and rammed back in place on her horn. Instantly, her cock softened and withdrew into her body. Still, Twilight quivered with repressed need. “No-no-no, I’m still all worked up! Why didn’t the feeling go away with the erection?” There was not a twitch from the cock within her body, but all that pent up energy seemed to be focusing directly in her marehood. “This isn’t good! I feel like I felt last summer when I was in heat and saw Big Macintosh working himself into a lather while plowing!”

Twilight whimpered. Thank goodness she had been downwind of the stalwart sweating stallion. His strong clean musky scent was so enticing, but if he caught one whiff of her at that time of the month, Big Mac would have run for the hills to avoid the embarrassment of being tempted by somepony other than Cheerilee! Twilight had ‘casually’ gone home to the library, and spent a good part of the day humping on a pillow to ease the needs within.

She heard the magical discharge, and felt the change in air pressure as a teleportation spell completed. “Good afternoon, my dear Twilight.” Princess Celestia called from the library proper.

Reflexively, Twilight attempted to teleport to her beloved Princess. That was a mistake. She moaned as the feelings of denied need intensified while she remained in her bedroom. Trying to ignore the growing warmth of her body, she hurried to join her guest. “Good afternoon, Princess!” she called breathlessly as she trotted down the stairs. “It’s so good of you to come.”

Celestia smiled at the young princess. “Twilight, Starswirl’s ring suits you. You look lovely.”

“Thank you, Princess.” It took all of Twilight’s willpower not to bow. Princess Celestia had told her many times since her Coronation that bowing was unnecessary between Alicorns. “It fits me perfectly too. See, its snug around the base of my horn, yet rests lightly right on my head.”

“I thought it would, my dear.” Celestia smiled. “It never would fit me.”

“That’s because your horn is so big.” Twilight could kick herself with all four hooves for the sound of longing she heard in her voice. “Not that I was comparing or anything!”

“I think you already know that it is not the size of the horn, but how you perform the magic.”

“Yes Princess.” Twilight tried to ignore her racing heart and trembling body. Oh great! She shifted her hind legs, hoping against hope that she was imagining how strong the scent of her arousal was. Drat, why did she have to be starting her heat today? “Can I get you anything?” she asked while trying to think only about magic kindergarten, and other scary subjects.

“Twilight, there is no need to go through any trouble. I would like to just relax and take tea with you.”

Twilight gulped at the phrase, desperately trying to ignore the private meaning it had between her and her friends. “Yes Princess. A cup of tea would be wonderful!”

Galloping to the small kitchen, she physically had to grab the kettle and put the water on to boil. She didn’t dare remove the ring. If she did, she might lose all control and humiliate herself by trying to mount the Princess!

Celestia joined her. Twilight noticed the slight flair of her nostrils, but her mentor only smiled kindly. “My dear, are you troubled? You seem quite out of sorts.”

“I, I’m fine!” Twilight nearly shouted, while trying to get the tea leaves into the tea ball without the aid of magic. Spike always made it look so easy when he did it with his claws. “Well, maybe I’m a bit nervous. I’m still not used to the whole princess thing. I wouldn’t know how to rule a realm!”

“Twilight, you have nothing to fear. Cadence was the natural choice for me to send to watch over the Crystal Empire. That does not mean I will ship off any new Alicorn that may ascend. For the time being, you are the unofficial Princess of Ponyville. Have you not noticed how Mayor Mare seeks your council lately?”

Twilight grinned sheepishly. “She’s very nice about it, but insists I sit in on the monthly town meetings.” She smiled. “I have to admit, I’m stating to enjoy it. I like being able to offer advice, and everypony is so kind.”

“You sound quite like your esteemed sister-in-law. I knew that the Crystal Ponies would be taken with her charm.” Celestia smiled. “By the way, I visited with Princess Mi Amore Cadenza the other day. She is doing quite well.”

“She’s beautiful!” Twilight said without thinking. “Oh, I, I mean she’s doing beautifully. She gets lots of exercise and is eating right.”

“Yes Twilight, she is certainly doing her best for the foal you so lovingly gifted her.”

“I think of it as Shining Armor’s foal!”

“As do we all, my dear Twilight.” Celestia paused. “How are your friends doing?”

“Oh, everypony is fine! Rarity complains about her weight gain, and Pinkie Pie has the strangest cravings you’ve ever heard of…” Twilight froze, realizing what she had just said.

“My dear, I had meant to ask you. How many foals have you sired?”

“Nine foals.” Twilight said in a whisper as soft and hesitant as Fluttershy’s cheering. “Could you grant me just a few moments to pack some books and say goodbye to my friends?”

“Where are you going, Twilight?”

“Wherever you banish me to!” she wailed. “Oh Princess, I’m so sorry!”

“Twilight, did I not tell you that whatever happens between consenting ponies, is their own personal business? Why would you think I would be angry with you now?”

Tears filled her eyes. “You don’t know the worst! I, um, me and, uh, Luna! Luna is one of the nine! She’s carrying my foal!”

“Yes Twilight, my little sister is quite smug about it too.”

“You, you know?”

“Why of course, my dear. Luna and I discussed her plans at great length, right after you left on your secret errand to the Crystal Empire.” Celestia smiled. “Nurse Redheart is quite a good influence on my sister. Luna is becoming more her old happy self.”

Twilight took a deep breath. “I’m so glad.”

“My mischievous sister did ask me for a slight favor this morning before she retired for the day.”

“What was that, if you don’t mind me asking?”

“Luna wishes me to ask if you have forgiven her yet for drugging your tea.”

Twilight shook her head. “Of course I forgave her! Why would she think otherwise?”

Princess Celestia actually giggled. “I suspect it is because you never arranged for another tryst with her. The poor thing feels neglected.”

“I was afraid you would find out and be angry!” Twilight cried. “I wasn’t upset with Luna at all!”

“Perhaps you should tell her that.” Celestia leaned down and rested her neck against Twilight’s. Her nostrils flared again. “Twilight dear, you are in heat.” She whispered softly.

“I’m sorry Princess. I must be whiff. I’ll go take a shower.”

“No, that is not necessary.”

Emotionally, she was relieved, but physically, Twilight was still all atremble. “I guess nine foals are a little excessive.” She blurted out. “Um, maybe I should shut up and finish making the tea.”

Celestia laughed. “The adorable little filly with the astounding magical potential surely did live up to the destiny I suspected was in store for her.”

“Thank you, Princess! I promise to be very careful from now on!”

“Twilight, there is no need to apologize.” Celestia leaned down again. Her lips brushed Twilight’s ear as she whispered. “I see no reason why there can not be ten foals in the Twilight Sparkle lineage.”

All four legs seemed to turn to rubber. Twilight nearly collapsed to the floor. Warm sweet breath in her ear sent delightful shivers up and down her spine. “Princess, what are you saying?”

“Would you not like a tenth foal, Twilight Sparkle?”

Twilight closed her eyes and tried to clear her mind. It was no use! Did Princess Celestia actually want to breed with her? She felt her arousal grow. She lowered her head and peeked at the floor below her. “Oh dear.” She was standing over a small puddle of clear viscous fluid. Her marehood was so wet she was dripping!

“Let us leave the kitchen, my dear Twilight. Do you not find it rather confining?”

“Uh-huh.” Twilight whispered, unable to fold her fully extended wings. She glanced up at her mentor, and giggled. Princess Celestia looked like she was about to take flight! “I, um, let me lock up the library.”

Twilight galloped to the library’s entrance. She tried to magic the door locked, only to whimper at the feeling of magic denied. She used a hoof to shoot the bolt, and then used brute force to shove a small bookcase in front of the door. “Sorry Spike. If you get home early, you can just go visit Pinkie Pie, or go back to Rarity.” She whispered. “Nopony must see Princess Celestia being a broodmare!”

Celestia strode majestically into the library’s main room. “Starswirl’s ring really is very becoming on you.”

Twilight sat on her haunches and lifted her front hooves. “I have to take it off though, Princess.” A yellow glow enveloped her hooves, and gently pushed them downward. “Princess, I have to take this off!”

“Twilight dear, I would rather you leave it on.”

“Princess, I can’t do anything while wearing it!” She got up on all four hooves. “My, uh, my thing, it won’t come out while the ring is on my horn!”

“That I know. Starswirl the Bearded created that ring, because he knew I did not think of him in that way. The poor dear was very attracted to me, but had no wish to embarrass himself with an unsightly public display.” Celestia let out a long shuddering breath. “He had a slight lacking in self control.”

Twilight stared in frightened awe as a huge white shaft slowly emerged from the princess’s graceful body. In seconds it had throbbed fully erect. “Oh, oh wait! I, I thought I would, um, oh dear, oh dear!”

“Twilight, I have watched you grow from an adorable inquisitive filly, into the beautiful mare you have become. A cross between your line and mine will surely be somepony special.”

“What about Luna?” Twilight cried while backing up into a bookcase. “Our lines are already crossed!”

“My dear sister stole a march on me, I admit.” Celestia smiled. “I can hardly fault her for that. She is so very happy at the thought of becoming a mother.”

“But, but, but, I don’t want to be a broodmare!”

“Twilight, do you think less of your friends, your lovely sister-in-law, our dear friend nurse Redheart, my sister, or that astounding reformed showpony, the self-styled Great and Powerful Trixie?”

“No, I wouldn’t think less of anypony for having a foal!” Twilight froze. “Wait, you know about ALL of them?”

“Do you not find pregnant mares to be simply lovely? When I noticed that practically every mare you know has started to show a tummy shortly after your becoming, it was not hard to figure out the reason. After all, did I not witness a rather intimate gathering of you and your esteemed friends?”

Eyes wide, Twilight stared at the majesty of the aroused princess. Her heart pounded, but her fear lessened when she realized her mentor was making no move to come closer. “Princess, I, I don’t think I’m ready for this.” She said softly.

Celestia sighed. “I understand, my dearest Twilight. Have no fear. I will not rush you.” She smiled. “I have waited long. I can wait longer.”

There was something in that lovely voice. There was a far away look in those beautiful eyes. Twilight couldn’t help asking. “How long Princess? How long have you waited?”

Horn glowing yellow, Celestia smiled a sad little smile as her penis withdrew under the influence of self induced magic. “Twilight, you need not worry about me.”

“Princess, please answer me!”

Closing her eyes, Celestia was quiet for a moment. “Long ago, there was a pony. When I and my sister first came to the aid of Equestria, I met an inquisitive Unicorn who seemed fascinated by my command of magic. With her mentor’s blessing, I taught her spells undreamed of in that time and place.”

“Were, were you two friends?” Twilight asked in a whisper.

“We were more than friends, my dear Twilight.” She smiled. “When you performed the role of Clover the Clever in last year’s Hearth’s Warming Eve Pageant, it was as if the long centuries had melted away.”

“When I was studying genealogy records a while back, I discovered that Clover the Clever is a distant ancestor of mine.” Twilight’s face grew warm. “She had one foal, but there’s no record of who the stallion was.”

Celestia sighed. “I chose to keep my futanari nature secret. Clover respected that, and never told a soul. Starswirl the Bearded had the good grace to just smile when ponies suspected he was the father. I do believe that rascal suspected my true nature, and did his best to head off any rumors and suspicion.”

“Then that means we’re related!”

“Twilight, with each passing year you become more like her.” The princess sighed again. “You would think my long life would have granted me a little more wisdom. You are not she, Twilight. Forgive me for this brief moment of foolishness.”

Twilight’s heart pounded. Princess Celestia was smiling again, but her heart must be feeling so lonely. She was still afraid of that huge snow white member, but her own needs were starting to override that fear.

“Princess, you could never be foolish!” she exclaimed rather forcefully.

“I thank you for your loyalty Twilight, but all else aside, I am still only equine.”

Was this what she had been waiting for? Twilight tried to analytically analyze her situation. The trembling of her body and the racing of her heart prevented rational thought. Of course it was! No stallion deserved the precious gift she had to give! It was something a mare could only give once in her lifetime. Who better to receive it than the wonderful teacher that had set her on the path leading to the magic of friendship?

Hardly knowing what she was doing, Twilight nervously shouted “Sunshine, sunshine, ladybugs awake. Clap your hooves” She abruptly spun around. Lowering her head, she lifted her hindquarters high. Swaying her rump from side to side, she thrashed her tail back and forth. “And do a little shake!”

Celestia couldn’t help herself and laughed. “I am not your sister-in-law. I think I will not join in the tradition. Ponies would be startled if they saw their ruler indulge in such delightfully whimsical nonsense.”

That edgy breathless pent up feeling growing ever stronger, Twilight came very near to glaring at her mentor. “I, um, I’m trying to seduce you, Princess! My BBBFF loves seeing Cadence do that!”

“I am quite sure that he does. Shining Armor is a stallion of good taste. That is why I suspect he enjoys seeing you perform the ritual as well.”

Feeling quite embarrassed, Twilight turned to face Celestia. Her eyes opened wide. “I, um, I guess it worked.”

Celestia smiled, once more proudly erect. “Do not doubt it, my dear Twilight.” Horn glowing, the princess started to lift the ring from Twilight’s horn.

“No Princess!” Twilight shouted. She abruptly sat on her haunches. Grabbing the ring with both front hooves, she fought a losing battle to hold it in place. “As a futanari I sired nine foals, but as a mare I am still a maiden! Princess, let me be your mare!”

Celestia took a deep breath and the glow left her horn. “I suppose you have learned the effect such words have on a futanari, have you not, Twilight?”

“Yes Princess. I am untouched.” Feeling like her face was glowing, Twilight felt the need for an addendum. “Um, unless tongues count, that is.”

“Tongues most certainly do not count, my dear Twilight.”

“Oh good, I was worried a little about that.” Twilight grinned sheepishly. “Princess, would, uh, you like to come up and see my etchings? I have several from the castle in the Everfree Forest.”

“I would very much like that, Twilight.” Celestia said softly.

Forgetting herself, Twilight attempted to teleport them both upwards. She nearly sank to the floor, while letting out a keening little squee.

“Twilight, are you alright?” Celestia asked as she extended a hoof to steady her former student.

“Yes, I’m fine.” Twilight whimpered softly before continuing. “I keep forgetting that Starswirl’s ring inhibits magic too. It’s very frustrating.” She lowered her head and continued in a softer voice. “It’s maddening! It lets you get almost there. You can feel the magic building. You can almost taste it. You get right to the very peak of the spell, but then there’s no release!” She lifted a hoof. “See? It has me all shaky!”

Celestia leaned against Twilight. “Do not worry. I know the way.” There was a bright flash. Both ponies vanished, to reappear in Twilight’s bedroom. “You really do have etchings. I remember these, how lovely to see them again!”

Twilight smiled. “Since I’m all fetlocks when it comes to craftwork, my friend Rarity was kind enough to restore them for me.”

Celestia giggled. “You simply must show this one to my sister. When Luna was a filly, she was always a bit frightened of The Hall of Hooves.”

As the princess surveyed the beautifully framed pieces of art, Twilight scurried around trying to tidy up. “Sorry about this!” she said while attempting to straighten one of the stacks of books scattered around her bedroom. Her shaky hooves only succeeded in toppling it over. “I wasn’t expecting company today!”

“Have you forgotten? I have seen your suite at the castle many times. It was only on his last visit that Spike managed to finally return all of the books to the library proper.” Celestia said cheerfully. “Twilight, I know you are never truly comfortable unless you surround yourself with books. I fondly recall the intricate book forts you would construct to nap in as a filly.”

“Princess, I can’t relax!” Twilight suddenly wailed. Is this what Fluttershy feels when struck with the need to be serviced? “I think I’m going crazy! My heart’s racing, and my body feels like I’m about to spontaneously combust!”

Celestia gently touched a hoof to Twilight’s shoulder. “Perhaps I might help, my dear Twilight, if I may.”

Twilight looked up at her former teacher and moaned. “Oh, yes please!” Flapping her wings excitedly, Twilight dared the unthinkable. She rose up on her hind legs and kissed the Princess of the Sun!

Student and teacher whinnied softly as tongues gently met and explored. A timeless moment later, they drew apart. For just a second, a silvery strand of saliva joined their tongues, tip to tip.

“What’s next?” Twilight asked in an almost reverent whisper.

“One who sired nine foals does not know what is next?” Celestia answered in a low and husky voice.

Twilight trembled. “I, I know what’s next, but how will we do it?” She whimpered. “I’m too short for you! Maybe I should stand on some books.”

“Nonsense, my dear Twilight. You are actually a bit taller than your delightful ancestress.” Celestia’s horn glowed. “I will tell you what I told her, when she posed that same question. All mares are the same height when lying on their back.”

Twilight couldn’t help a soft squeal when the magic effortlessly lifted her. She saw the dozen odd books on her bed simultaneously levitate. They wove intricate patterns through the air before neatly arranging themselves onto the various stacks around the room, each one landing in perfect unity with the others. Then, the stacks neatened to mathematical precision. The princess wasn’t even looking! Twilight could only marvel at her mentor’s exquisite control of the spell as her body slowly rotated until her hooves were pointing toward the ceiling.

One book suddenly returned. “Goodness me, that brings back memories.” Celestia said as she shifted the book for Twilight to see.

“You know about “Rode Hard and Put Away Wet”, Princess?” Twilight asked as she read the title upside down.

“Shortly before my dear sister became Nightmare Moon, she enjoyed a brief literary career. I have often wondered if her rebellion may have been caused in part by my insistence in her writing under a nom de plume.”

“Princess Luna is Mistress Unicorn Whip? But she was a maiden until, um, she and I, well, you know!” Twilight nearly shouted. “How did she write in such vivid detail?”

“You forget. My sister is also the guardian of dreams.”

“Oh.” Twilight whispered, thinking about some of the strange things she had dreamed since becoming a futanari. “I guess that would explain it.”

The book went sailing back to one of the stacks. “If she chooses to write again, I will not oppose whatever name she may choose to put on the cover. That is just one of the many things we discussed while becoming reacquainted after you returned her to me.” She smiled. “Perhaps my sister would even wish to autograph your copy. She must know from your dreams that you have read it.”

Twilight giggled as she was gently deposited on the bed, her wings spread wide beneath her. “I’ll ask Luna if it’s alright to tell Rarity and Rainbow Dash. They’ll both be impressed!”

I am sure they will be.” Celestia’s horn glowed again, and Twilight repositioned on the bed. “Are you frightened, Twilight?”

“No Princess.” Twilight fibbed as she found herself with hind legs sticking straight up, and her rump positioned right at the edge of the bed. Her tail hung down to fan out on the floor below. Twilight opened her eyes wide as Celestia stepped up and put her front hooves on the bed.

“Now more than ever, speak truth to me, Twilight.”

Twilight turned her head to stare at the glittering gold of her mentor’s ornamental shoes, while trying to avoid looking at the huge snow white shaft poised above her. She was sure that the beating of her heart was sounding loud in the loft. “Princess, I, I might be scared just a little bit!”

“Shall I wait?” Celestia said kindly. “I will not pressure you.”

“No, I can’t let you wait any more, Princess!” Twilight cried. She couldn’t bear the thought of her beloved teacher going so long without knowing the true joys of friendship. “I’m not scared at all, just, um, please be gentle with me!”

Celestia leaned down and kissed Twilight. “Oh course, my dearest Twilight. I am just waiting for you to welcome me into your body.”

Nervous and trembling with her own need; Twilight lay still for a moment. Then, she spread her hind legs wide. “Please Princess, Accept the gift of my body! I, I want you to be the one to claim my maidenhood!”

Celestia stepped back as her horn glowed brighter. “Twilight, you are jut as lovely as your beautiful ancestress.” Her engorged member pointed downward. The flat blunt end rubbed gently over Twilight’s dampness. “Oh, it has been so long, my dear Twilight!”

“How will it fit?” Twilight cried. The needs of her body had replaced the fear of being penetrated by that snow white shaft, with the fear that it would never be able to enter her soaked marehood! “This isn’t going to work!”

Princess Celestia bore down on Twilight. “Relax for me.” She said softly as her magic eased Twilight’s hind legs even wider.

Whimpering, Twilight stared up at her beautiful former teacher. “I, I’m trying, Princess! I really am!”

Celestia’s nostrils flared with her restrained effort as she allowed herself to give just a short jab of a thrust. The flat head of her cock pierced Twilight with a sudden popping sensation. “That’s a good filly!” she whispered as she waited for her lover to acclimatize to this new experience.

“Princess, oh Princess, it’s in me!” Twilight squealed as she left maidenhood behind. There was a sharp sort of tearing pain when her precious hymen was torn, but how could that compare with the loneliness her beloved ruler had endured? “It didn’t hurt! I promise I didn’t hurt at all!”

“There was bound to be some discomfort, my dearest Twilight.” Celestia said softly. “There is no need for dissembling between friends.”

“It, it only hurt a little!” Twilight amended, as she stared down her body at the sight of the broad head of that glorious cock stretching the lips of her marehood wide. She gulped. “More? Can, can I feel more?” she asked almost timidly. “I, I really would like to!”

“As would I, Twilight!” Celestia eased inward, relishing the sweet warm snugness of her former student. “Oh Twilight, you are just as delightful as she.” she sighed as her hardness was enveloped.

Twilight watched as the huge staff moved. She could see it making her tummy bulge as more and more pressed deeper and deeper. “Oh Princess, you’re filling me!” she moaned. “How could it fit? How can it feel so good?”

“You are so like her.” Celestia said in breathless delight. “Twilight, you are beautiful!”

Withdrawing, Celestia’s shaft glistened with Twilight’s freely flowing nectar. She thrust again, this time even deeper. “Twilight, tell me if it is too much.” She said huskily.

Writhing on the bed, Twilight was suspended somewhere between fear and ecstasy. Shouldn’t such a massive shaft hurt her? How could this possibly be giving her only pleasure undreamed of? Could it be due to her Alicorn status? Whatever the reason, Twilight could only be thankful! “I, I can take more!” she said with a moan. “Honest Princess! More can go in me!”

Celestia pushed deeper still. The lovers both whinnied when the broad flat head snuggled up against the mouth of Twilight’s womb. “That is all I can give you, Twilight.” She said huskily, two thirds of her shaft sheathed within her former student. “Oh, I have not felt this bliss in nearly two thousand years!”

Staring up into beautiful purple eyes, Twilight almost lost herself in the happiness she saw there. “I’m here for you!” she cried. “Princess, I’ll be your mare any time you want me!”

Celestia began to thrust in and out of Twilight with a slow steady pace. “Fear not, my loyal friend, this shall not be the only time we explore our friendship!”

Twilight panted as the princess moved above her. The lovely otherworldly mane brushed against her fevered face. The sensation somehow heightened the sensual energy that seemed to be flowing through every fiber of her being.

Celestia firmly yet gently sought her ease in Twilight’s lovely body. Surprise registered on her face when she saw a bright magical spark suddenly shoot from Starswirl’s ring. That should not be able to happen. Twilight’s potential seemed endless! She tried to restrain the need for release within her own body as she increased the urgency of her movements.

Twilight whimpered. She could feel it! She wanted it so bad, yet despite how good the princess was making her feel, that blessed moment of joy seemed just out of hoof reach! It was by far worse than the sensation of magic denied! “Please Princess, harder!” she begged. “I, I need to get there!”

“You will, my dear Twilight!” Celestia said gruffly as she tried to pace herself. It was so hard to hold back after all of those long centuries! “I have confidence in you!”

“Princess, I, I gotta take the ring off!” Twilight wailed as her body quaked from the pleasure locked just beyond her. She raised her trembling hooves to her horn. “I need to get it off so I can do it!”

“No, Twilight!” Celestia snapped. “That is not the way for you!” Her horn glowed and the magic shoved Twilight’s hooves away from her horn.

“I need it off!” Twilight begged. “Please Princess, let me orgasm! I need it so badly!”

Celestia was panting nearly as loud as Twilight. She needed to hold back! For Twilight’s sake, she needed to last long enough! “Find the power within you!” she shouted. “Twilight, find it and channel it!”

Tears of frustration were flowing from Twilight’s eyes. “I can’t! Princess, please help me!”

“You must help yourself!” Celestia commanded, risking losing her own precarious control by ramming her cock in a little harder. Each stroke brought the head of her throbbing shaft to press against Twilight’s cervix. It was almost as if they were kissing. “Twilight, I order you to find that power! Find it and use it!”

“I, I’m trying!” Twilight wailed as more sparks shot from the now glowing ring. “I’m trying so hard! Princess, I wanna orgasm! Please let me do it!”

Celestia groaned. She could not hold out much longer! There had to be a way she could help Twilight take this next step! “Twilight, release with me! Release with me the way Clover the Clever did! Please, I must know that feeling again!”

Her princess needed her! Twilight rolled sensually with every thrust of her lover, as she fought to bring on the climax that just wouldn’t arrive! Mewling and whinnying, she closed her eyes and felt the power flowing in her soul. “I, I, I’m gonna cum!” she cried. Her eyes opened, and they glowed brightly with the pure white light of untapped magical potential.

“Yes Twilight, find the way!” Celestia cried as her cock gave a mighty jerk.

The ring mirrored the glow in Twilight’s eyes. There was a tremendous crackle of discharged magic, and Twilight let out a scream of triumph.

Celestia felt the sudden change in atmospheric pressure, and ignored it. Twilight’s rippling sheath was milking her, and she could no longer hold back! She thrust in, nearly burying herself completely within Twilight as her body went rigid. Hot and thick, her semen blasted free in pulse after mighty pulse. The Princess of the Sun cried out in wordless joy as she once again knew the pleasures of ejaculating within another pony’s climaxing body.

Twilight couldn’t even think! She felt her cock emerge and engorge with a speed she had never known. As her body was consumed in the orgasm of a mare in heat, her shaft joined in and began to shoot massive ribbons of pearly white fluid in long wet streams.

As her own orgasm eased, Celestia looked down between herself and Twilight and watched proudly as the lovely purple penis erupted from Twilight’s body in one smooth thrust. The first jet of semen spattered all over her face with no warning. Then another, and another after that, added to the heavy liquid anointing her. Celestia did the only thing she could do. She opened her mouth wide and accepted what she could of the warm liquid Twilight was so frantically providing.

Wailing, Twilight’s body throbbed as the fluid continued to spurt from her dancing jerking cock. It went on and on. In a deep corner of her mind, she feared that this would be her end as her body just kept on pumping! Each beat of her racing heart heralded another massive spurt, until everything seemed to grow dim and slip away.

“Twilight, Twilight dear, it is time to wake up.”

Moaning, Twilight slowly opened her eyes. “Did I die?” she asked thickly. She abruptly sat up. “I don’t want to go to heaven this thirsty! I’d be all cross and wouldn’t enjoy it!”

“Calm yourself Twilight. You did not die.” Celestia laughed. “I am not surprised at your thirst though. You may be suffering from a slight case of dehydration.”

Twilight looked around. “How did we get here?” she asked when she noticed they were in her old bedroom in Canterlot Castle. “Oh my.” She said softly. The bed was simply coated with goo. She put a hoof to her face, and brought it away slimed with her ejaculate.

“You brought us here, Twilight. My belief is that you wished to protect your books from damage. I was most impressed.”

“I brought us here?” Twilight turned and noticed something else. “Oh Princess, what have I done to you?”

Dripping, Celestia smiled. “Nothing a nice bath will not correct, my dear Twilight.”

“But your mane, your lovely coat, I, um, I befouled you!” Twilight felt like sinking into the floor. She had always thought her semen was white. Now it looked so dingy and tinged with a touch of yellow as it dribbled in gooey tendrils down princess Celestia’s snow white face and neck. It was even hanging in nasty clumps from her mentor’s glorious mane! “Oh, I am so very sorry!”

“Nonsense, Twilight.” Celestia giggled like a school filly. “You have done nothing I have not done to myself many times over the centuries. I must admit that your yield has surprised me though.”

“You aren’t angry?” she asked as she reached out and used her magic to get a towel from the bathroom. She smiled sheepishly as princess Celestia took it and wiped off her face. “Thank you. Thank you for taking that accursed ring off me too! I think I almost went crazy when it wouldn’t let me, um, do anything.”

Celestia’s horn glowed, as a droplet of semen dripped from the tip. “Twilight dear, I removed nothing.” A hoof mirror drifted over from the dresser. “You are still wearing Starswirl’s ring.”

Twilight looked in the mirror floating in front of her face, and gasped. “It isn’t silver any more!” The ring looked exactly the same, but now gleamed with the warmth of gold. “I ruined it!”

“I would hardly call it ruined, my dear. You have only converted it from a rather odd magical device; to an inert yet lovely horn ornament.”

Twilight stared. It did look better in gold. “But how?” she finally asked. “I hardly knew what I was doing!”

“Twilight, as you nullified the inhibition of the ring, the sheer power of the magical blast transmuted it from silver to pure solid gold. You then safely dissipated the massive power surge by teleporting us both to Canterlot.” She smiled. “All while in mid orgasm, I might add. As I said, I am most impressed, and very proud of you!”

She couldn’t help smiling at her mentor’s praise, but that smile froze when she glanced down her sweat matted coat to see the semen oozing from her sated vagina. “Uh-oh, I, um, kinda forgot about that. Princess, I’m in my heat! What will ponies say when my belly starts to grow?”

Celestia kissed Twilight’s worried face, tasting the salty musk of the semen adorning it. “Twilight, you are a princess. Ponies will say nothing.” She smiled. “Are your nine friends worried over what other ponies might say about the foals they are carrying?”

Twilight sat quietly for a moment. Slowly, a smile spread over her face. “Princess, from now on, ten is my lucky number!”

Celestia smiled as her shaft once again emerged and grew hard. “If that is the case, we had better make sure the deed has been done, my dear Twilight!”

“Yes Princess! Yes we should!”

Hours later, cleaned up and refreshed after several apples and nearly a gallon of water, Twilight teleported all the way back to her bedroom in the library. She was justifiably proud of herself for covering such a great distance in one burst of magic. She felt weak in the knees after such a sensual release, but it was still one of the easiest teleports she had ever achieved!

Sure she had made it as far as the edge of the Everfree forest under the strange effects of Zecora’s potion, but now she could go even farther using nothing but her own magic. She even managed to carry Princess Celestia along on her exciting first direct Ponyville to Canterlot jaunt!

Her increase in range would sure make things easier when Princess Celestia needed a special loving friend to secretly visit her bedchamber! Not to forget Luna’s bedchamber as well, or any of her other dear friends bedrooms! Perhaps someday, she could even reach as far as Cadence and her brother in the Crystal Empire! Twilight heard a pounding and hurried down the stairs.

“Sorry Spike.” She called as she effortlessly levitated the bookcase from the door.

Spike hurried in when the bolt released. He looked up at Twilight and scratched his head. “I could have sworn ol’ Beardy’s ring was silver. Didn’t you like it? Did Princess Celestia let you exchange it for another?”

“Don’t be silly Spike. This is Starswirl’s ring.” She paused for a moment. “Did you happen to bring back that list of foal names from Rarity?”

“Nope, why would I?”

“Oh, no reason Spike.” Her face felt warm. She would have to think of something to tell everypony once her belly started to grow. Just as Clover the Clever had, Twilight would forever honor the request Princess Celestia had made for her to keep the true sire of her foal a secret! “I’d just like to study it, is all.”