Three fillies stood outside of a small diner on the south end of Cloudsdale. The light blue filly, slightly smaller than her friends, spoke in hushed tones to the pale yellow filly across from her. Between and slightly behind the two, a turquoise pony shifted on her hooves, watching quietly as her companions chatted among themselves.

"Thanks again for meeting with us, Rosie," Allegro said to her friend. "I know it doesn't seem like it, but I think Dewdrop's starting to open up a little more."

"Well, you're right about one thing there..." Both fillies glanced back at Dewdrop who smiled at Allegro but otherwise made no move to engage in the conversation. "I swear, it's a fight for me to get two words out of that filly. I honestly don't know how you got her to open up to you the way she has."

Allegro shrugged. "It's not like I did anything special; I approached her like I would any other pony. I wasn't even really interested in her then, she just seemed so lonely all the time..."

"Well, I guess that makes sense. I remember how you were before we became besties."

"Hard to believe looking at me now, right?" Allegro giggled as she thought for a moment about how quiet and reserved she used to be. Rosewing had approached her one morning while Allegro was playing with blocks and together the two fillies had built a sprawling castle. After that, every day Rosewing had come to play with her every morning, forcing conversation on her and finding new games for the two of them to play. Eventually Allegro would seek out her friend to talk and play and when she began going to primary school, she had no trouble at all talking to the other foals, despite being the youngest among them.

"Well, so long as you two keep hanging out, I'm sure she'll open up just like you did. Which, again, I have to ask you... are you really sure you want to do this now? If she doesn't take it well, she'll probably retreat right back into that shell again."

"And again I'll tell you, you worry too much, Rosie. I can see the same internal strength in her that you awoke in me back then. I'm confident that she'll be better off for the experience."

"Well, I hope for both your sakes you're right about that." Rosewing flared her wings out, glancing up at the sky. The sun had just begun its slow decent; it would be another hour or two before Celestia would raise the moon in its place. "Alright you two, I've got plans for tonight myself so I'll see you later."

Rosewing turned to Dewdrop and leaned in, causing the other filly to recoil slightly before calming herself. "Take care of my little Allegro for me, okay?" she said to Dewdrop in the most motherly tone she could manage.

"Oh, y-yes of course," Dewdrop managed to stammer out, blushing profusely. Allegro trembled slightly at the effort to not laugh at her friend's reaction.

Rosewing then turned back to her best friend. "Let me know how it works out later, okay?" Allegro nodded her agreement and the two bumped hooves before Rosewing turned to head off. She waved to the two one last time before she let herself fall off the edge of the cloud and spread her wings wide to catch the rushing wind as she glided off.

Allegro watched her friend fly away, shaking her head and sighing. That lazy little thing's gonna glide right into a building one of these times...

"Are you ready to go Allegro?" Dewdrop said as she walked up next to her smaller friend.

Allegro stretched her wings wide. Though Dewdrop's house wasn't that far from Sunny's, a mere 15 minute flight, flying all the way there without stopping would be difficult for her. Well, sitting here bemoaning my weak wings isn't going to make this any easier... She turned to her friend and graced her with a smile. "I'm as ready as I'll ever be."

"Okay, we can fly up to catch the tailwind if that will be easier for you."

"Yeah, thanks." Allegro said quietly. Dewdrop nodded, fanning her own wings a few times in preparation.

The two fillies took to the skies, straining to gain altitude as quickly as they could. Dewdrop quickly pulled ahead of her friend as they went, and as the two arced further upwards Allegro was given a perfect view of the older filly's flank. I guess there is one good thing about having these wings, she thought to herself as the two fillies flew up to catch the swirling winds that perpetually blew over the cloud city.

Sometime later, the two fillies glided down and eventually landed outside of Dewdrop's house. Dewdrop waited patiently by her friend's side as she stopped to catch her breath. Because they had taken the time to fly into the tailwind, the flight had taken longer but Allegro was not completely exhausted by it.

Once she had managed to compose herself, she stared up at the house before her. Allegro had been to Dewdrop's house before, but even so, she still looked up in awe. While the filly's family was far from well-off, weather factory workers, especially those with families, were subject to lower rates and taxes on property in the semi-permanent clouds that made up the residential areas of Cloudsdale. As both her parents worked there, they were able to afford to build a two-story house which, while not opulent, was still impressive in relationship to the vast majority of privately owned houses in the cloud city.

The house was quiet, naturally, as Dewdrop's parents would be staying at the factory barracks while they worked to catch up on the cloud order. Dewdrop opened the door and stepped to the side, holding it open for her guest; Allegro smiled at her as she stepped inside.

"Well, since we already ate, should we just go back to my room?"

"Yeah sure," Allegro said, trying not to let on how excited she was. While she had been in Dewdrop's house a few times before when they used to fly to school together, she had always been asked to wait in the family room or dining room while her friend was getting prepared to leave. The prospect of going upstairs to the bedrooms had her imagination going into overdrive; not only was she fantasizing about the things she was planning to do to her filly friend, but part of her couldn't help but wonder what Dewdrop's room would be like.

"Are you coming Allegro?"

Dewdrop's sudden question shook Allegro from her fantasies, and she realized that her friend had already made her way halfway up the stairs before noticing she wasn't behind her. Allegro gave her friend a sheepish grin before hurrying up the stairs herself.

At the top of the stairwell, a double door stood prominently in the center of the hallway, arcing around on both sides. "This is my parent's room," Dewdrop answered Allegro's unspoken question. "Down the right hallway is the bathroom and my room. The other hallway goes to my sister's room."

Allegro glanced down the hallway in the direction Dewdrop had indicated her room lie. In the corner was the door leading to the bathroom, then the hallway disappeared down the corner. She then turned to look down the other hallway. "Hmm. You know, it's never really occurred to me before but I don't think you've ever told me your sister's name."

"Oh, really now? I'm saddened to hear this."

The voice that had answered her wasn't Dewdrop's, it had come from behind her. Allegro turned around- and then looked up to meet the eyes of the mare that had interjected. Before her stood a pure white pegasus with a messy turquoise mane similar to Dewdrop's coat and deep green eyes. When the mare caught her eyes, she smiled down at Allegro. "I apologize for my sister's lack of manners. My name is Dew Prism. And you, little one?"

"Allegro" she answered quickly. "I don't know if Dewdrop's ever told you anything about me, but the two of us have become pretty close friends in the last couple of months."

"Oh really? I'm glad to hear that. As I'm sure you've noticed, little Squirt here has a bit of a problem with new ponies." Dew Prism glanced over at her sister as she spoke; Dewdrop shifted on her hooves, clearly uncomfortable, but remained quiet. "I'm curious, Allegro, how exactly did you get her to open up to you?"

"I didn't do anything special really, I was just persistent. I could see she was lonely and I wanted to help her through that."

"Well, aren't you the noble filly...?" Dew Prism smiled at Allegro as she said this, but the filly could swear she saw something else in the older pony's gaze. It felt familiar, akin to the gaze that she herself had levied upon her classmates. It was almost as though...

Allegro's blood suddenly ran cold. Is she... Does she suspect...? But how could she possibly? She did her best to not to let her body betray her sudden discomfort, but couldn't stop her tail from flicking wildly.

Dew Prism laughed at Allegro's somewhat panicked reaction. "Well, whatever the reason may be, it's nice to see some new faces around here. So, little Allegro, you seem a fair bit more active than my little sister, what do you do for fun?"

"Well, let's see," Allegro started, happy for the opportunity to steer the conversation in a different direction. "I've always been fond of flying, even though I'm not the strongest flyer. More than that though, I like to go exploring the city and the surrounding clouds."

"Oh?" Dew Prism's smile broadened and her excitement was evident in her voice. "You're an explorer too? I'm surprised we haven't run into each other before. Have you ever been to the top of the cloud hill off of the west district residential? You can totally see all the way to Los Pegasus!"

"What? You big liar, there's no way you can really see that far." Allegro scoffed at the claim, but her own eyes lit up at the topic.

"No really, go in the morning. You can see the Applewood sign on the horizon."

"Hmm, from under the western reaches you say... I'll have to check that out sometime."

"How about Shady Stable, you ever go down there?"

"The station under Cloudsdale? No never, I wouldn't be able to fly back up here."

"They have dirigibles there, silly filly, you could just ride one back up..."

As the conversation began to pick up, Dewdrop began to feel increasingly isolated from both her friend and her sister. Allegro stopped herself in mid-response as she felt a hoof on her back. She and Dew Prism exchanged a glance, then both turned to the dejected pegasus. Dewdrop had cast her gaze on the floor, unwilling to meet their eyes. An uncomfortable silence settled into the space between the three...

Dew Prism finally spoke up. "Well, I suppose I shouldn't keep you from my little sister too long now. That is why you came here tonight, after all." At this, the young mare suddenly jumped up and over the two fillies between her and her room. Both fillies ducked and covered their heads in their hooves involuntarily at the sudden action, despite Dew Prism coming nowhere near striking them. "You two have fun now. I'll be in my room if you need anything."

"We'll be fine, thanks." Allegro waved at Dew Prism and the older filly returned the gesture before turning towards her room.

As the older filly began to retreat down the hall, Allegro noticed two things about her for the first time. The first was the older filly's cutie mark, three raindrops completely encircled by a rainbow. This information barely registered in the filly's mind however, as the second revelation completely dwarfed the first. As she walked, Dew Prism's tail was raised slightly from her slender flank and her wings jutted out slightly from the older pegasus's sides. As a pegasus, Allegro was well aware of what those physical reactions usually meant and this only served to further confuse the filly as she watched her friend's sister disappear around the corner towards her room.

"So how come you never told me about Dew Prism?" Allegro said as she turned back to her friend. "She seems really cool, I don't know why you'd be embarrassed about her."

"It's not that, really."

"Then what is it?" She stopped as she saw that Dewdrop had begun staring at her hooves, her eyes closed tightly. Oh great, she's closing up... Realizing she wasn't going to get a satisfying answer out of her friend, Allegro let out a quiet sigh, then forced a smile for her friend. "Okay, it's not important, let's just go back to your room."

Dewdrop looked up at her and nodded. She started down the hallway towards her room, brushing past Allegro's side as she did. Allegro paused for a moment at this; the hallway, while tight, was easily wide enough for two fillies to pass through without hindrance, and she had been almost on one of the walls herself. She finally shrugged off the contact and followed her friend back to her room.

Nightmare Moon walked slowly down the hallways of her family's ancient home turned fortress. Her eyes darted back and forth at the ponies before her. Her night guard snapped to attention as she entered their vision, bowing low as she passed them. Servants dropped to their hooves immediately, some covering their faces or averting their eyes from the princess's gaze. The dark princess smiled as she continued down the hallway. Some bow to us proudly, some bow to hide their cowering. It matters not. All before us bow... As it should be.

At the end of the hallway, a spiral staircase led up to the central tower of the old castle. Several colts and fillies lined the hallway before the staircase, their lifeless eyes lighting up as their ruler, their mistress approached. Nightmare Moon paused as the swarm of foals surrounded her, talking excitedly to her in a jumbled mess of tiny voices, some going so far as to hug her legs affectionately. The dark princess allowed herself a moment to accept their affection, forced though it may be, before raising one of her forehooves. At the silent command, the swarm ceased its assault and again formed ranks across the staircase.

"My children, thou art our most devout followers. Tonight, as always, we shall bring another lost foal into our family." Nightmare Moon's thoughts were heard by the gathered foals, each of whom bowed as she "spoke" to them. "Follow now, and prepare to greet thy newest sister."

The dark princess stepped onto the stairway, her pace quickening slightly in anticipation of what was to come. Behind her, her "family" quietly followed her up the steps two at a time.

At the top of the tower, a small bridge led across to a single room suspended in another tower. Wind whipped at the procession as it crossed. Nightmare Moon paused before the door and concentrated her magic into her horn. At her bidding, the double doors before her glowed with the princess's aura before sliding open silently. The princess stepped across the threshold into her private chambers, her procession filed in behind her, lining the walls of the circular room.

Before her was a large circular bed, the bedspread a pure silver. The floor was patterned after the night sky, complete with twinkling stars. The same pattern was present on the walls and ceiling; indeed, the entire room seemed to float upon a sea of stars. In the center of the ceiling, the moon cast a soft light upon the sole occupant of the bed, an earth filly whose tiny body was nearly lost upon the giant bed she peacefully slept upon.

As Nightmare Moon approached the bed, the filly began to glow with the same aura as that which surrounded the dark princess. She still sleeps under the effects of our spell. 'Tis time now, little one; time that thou become one of us, and for thy soul to become one with us... Nightmare Moon reached out with her forehoof and placed it upon the earth pony's head. Her horn lit once more, and the glow around the filly intensified. A moment later, the glow suddenly faded away completely and the filly began to stir under the princess's touch.

The filly finally opened her eyes after a moment, looking around her at the starry space encompassing her before finally focusing on the pony before her... Recognition finally set in her eyes. She scrambled away from the dark princess, a scream frozen in her throat.

"Welcome, our little pony, to our chambers." Nightmare Moon stepped onto the bed, slowly closing the distance between her and the frightened filly. "Tell us, little one. What art thou called?"

"I..." the filly began, trembling violently. She continued to back up until she finally hit the wall of the room. "M-My name is Aurora, Princess... P-Please, I don't want to be eaten, please don't devour me!"

Nightmare Moon placed her hoof upon Aurora's lips, silencing her pitiful pleas. "Hush now, our little pony, thy Princess of the Night hath chosen thee to join us-"

"Wait a minute Allegro... Why are you talking like that?"

Allegro took a step back from Dewdrop, allowing her friend to sit back upright. A small blush had formed on the turquoise filly's features from their earlier position. I'm still a little surprised she agreed to this story, but this couldn't possibly be more perfect.

The story in question was an old ponytale about the days of Nightmare Moon's brief reign of fear over Equestria. It is said that the dark princess was particularly interested in bringing foals into her new country and would periodically abduct foals from families in Canterlot. Those she deemed worthy of joining her family, she was able to command their absolute loyalty by devouring their souls, leaving them willing slaves to their new Mother... The rest were devoured, literally.

The story itself was about the daughter of a minor noble, Aurora, who was said to be the most beautiful pony in all of Canterlot, mare or filly; it was said that her beauty and grace was a match even for Celestia herself. Such beauty finally attracted the attention of the dark princess, and one night as she slept, Aurora was spirited away by Nightmare Moon.

"I don't remember where," Allegro admitted after a moment, "but I read somewhere that ponies in ancient Equestria spoke this way all the time."

"That's silly. I've never heard of anything like that..."

"Like I said, I read it somewhere." Allegro paused, wracking her brain to remember the source of the information she was now drawing from. "It might have been something Tornado Bolt showed me."

Dewdrop looked even more skeptical as she turned her head slightly to one side. "And you believed her? You know as well as everyone that filly's full of horse apples..."

"She had a book. I don't think the book itself would lie to me..."

"In any case, can you just talk normal? I can only make out so much of that old-timey language."

Allegro shrugged; ultimately it made no difference to her plans whether or not her speech patterns were authentic... The two fillies moved to get back into position, Dewdrop on her back cowering while Allegro held one hoof over her mouth.

"Now where was I," Nightmare Moon pondered aloud. "Oh right... Do not fear, little one, your Princess has chosen you to join with the Children of the Night."

"W-W-What are you talking about? What children...?" Aurora ceased trembling, her fear momentarily overcome by curiosity.

Nightmare Moon stood back up and chuckled lightly. "Have you not noticed them, Aurora? My children are here with us now." She gestured around the circular room and, from the starry background dozens of colts and fillies stepped forward into the cool moonlight.

As their forms became more distinct, Aurora saw that they were in fact foals, though there was something... off about their expressions, their eyes seemed cold. The foals continued to approach until they had closed upon the edge of the silver island, their faces all echoing the same warm, inviting smile. As she stared at the assembly before her in wonder, she realized that she recognized some of the foals before her as friends who had gone missing weeks before...

"Prima? Buttercup?" Aurora asked slowly. The two fillies she addressed continued to smile at her along with the rest, no recognition crossed their faces at all. "Celestia... What happened to you all? What has she done to you?" Aurora recoiled in horror at the thought of what had become of her friends.

At once, the foals before her reached out one hoof each, beckoning to Aurora. The dark princess mimicked the gesture as she spoke. "They are my most loyal subjects, little one. Under my rule, they are free of the fear and pain of this wretched world of light." Aurora began to cower again at the gesture, curling herself into a ball and trying to make herself as small as possible. Nightmare Moon pulled her hoof away with a shrug. "Well, it doesn't matter now. You will understand soon enough, once you join them."

Nightmare Moon's horn began to glow once more, that eerie black glow that seemed to extinguish the light around it. Aurora's eyes began to glow with the same intensity and she turned to stare directly into the princess's. As the spell began to take hold, the color in Aurora's golden eyes began to fade ever so slightly...

"No!" Aurora suddenly shouted, looking away from Nightmare Moon and shutting her eyes tight. "I don't want this! Please, don't do this to me, Princess!" Aurora braced herself expecting some horrible retaliation from the dark princess. Long moments passed and nothing happened. Finally, Aurora risked a glance up at her assailant.

Nightmare Moon stared down at her with a bemused grin on her face. "It's been some time since a foal was able to resist my invitation... You're truly somepony special, Aurora; I want you to join my family now more than ever..." As she spoke, two of the foals surrounding them, the two Aurora had earlier identified as Prima and Buttercup, stepped onto the bed. They approached the filly and, at the dark princess's unspoken command, circled to either side of Aurora and took one of her forehooves each, pinning her down to the bed.

"I suppose I'll just have to take the direct route with you..." Nightmare Moon said as she once again loomed over the trapped filly before her.

Aurora twisted in her friends' grip, but they held firm. Realizing she was now completely at Nightmare Moon's mercy, she cried out in absolute terror. "No! Please, somepony... Anypony, save me! Mommy! Indigo!"

At this, Nightmare Moon took a step back and closed her eyes. Aurora looked on, confused by the sudden change in attitude, but then recoiled once again when the princess began to laugh. "Silly filly. Nopony is coming for you."

Nightmare Moon turned to one side and offered her hoof to the crowd. One of the colts reached up and allowed his "mother" to guide him onto the bed to stand beside her. "Do you see now? Your Indigo is already one of us!"

"W-Wait, what?! What're... Allegro, what're you doing?!" Dewdrop pulled one of her forehooves free from the pillow that had been pinning it and pointed it accusingly at Allegro. "That's not how the story goes at all!"

Indeed, Allegro had altered the path of the ponytale. In the original story, Aurora resists Nightmare Moon's attempts to indoctrinate her just long enough for her foalhood friend Indigo to arrive and help her to escape the princess's clutches. Together, the two are able to survive the dangerous wilds and make their way back to Canterlot to inform Princess Celestia of Nightmare Moon's whereabouts. Celestia then flies out and destroys Nightmare Moon, ending her reign once and for all.

Allegro grinned at this. "Trust me, Dewdrop, this way will be more fun."

"I don't know-"

"You do trust me, right?" Allegro took Dewdrop's accusing hoof in both of hers, looking intently into her friend's eyes. This is it, the moment of truth...

Dewdrop's expression softened significantly. "O-of course I trust you Allegro, you're my best friend."

"I'm glad... I'm honored to know that I'm your best friend Dewdrop." Allegro let her friend's hoof slip from between hers and watched as it limply fell to Dewdrop's side. "Now then, I've got plans for how this is gonna play out. Trust me, you're gonna love it."

"What're you going to do?"

"Why eat you, of course!"

"Why would I enjoy that?!" Dew drop asked, skepticism clear in her voice.

"Just trust me, okay? I promise you won't regret it." Dewdrop finally nodded at this and Allegro's grin returned. "Good, now let's get started..."

Allegro pulled Dewdrop's arm back under its pillow restraint and smiled reassuringly down at her before once again adopting the role of the dark princess.

Indigo knelt beside his Mother, his eyes cold and empty like all the other gathered foals. Nightmare Moon's grin widened. "You are already mine, Aurora. It's only a matter of time now..."

Aurora's face fell at this. "Indigo... No, not you..." She closed her eyes tightly, letting a tear roll down her face as she thought of her friend's fate. Moments later, she was brought back to the reality of her own fate as she felt Nightmare Moon take hold of her hind legs, slowly pulling them apart. Her hopes of escape dashed, Aurora offered no resistance to the movement and simply whimpered pitifully.

Nightmare Moon stared down at the filly hungrily. "Such a rare delicacy before me... Well, I suppose I should dig right in then."

Aurora's eyes snapped open when she felt a gust of what she correctly assumed was the princess's breath upon her flank. She looked down as far as she could against the two fillies pinning her forehooves to find that Nightmare Moon had moved between her hind legs, her muzzle hovering just above her crotch. The wicked grin on her face had grown wider still somehow... She wanted to question this strange turn of events, but something in the princess's gaze silenced her.

Nightmare Moon locked eyes with a filly a moment longer before turning her attention back to the prize before her. She gave a heavy snort, her breath once again washing over the filly's nether region and Aurora shuddered with confused anticipation.

Dewdrop gasped sharply when she felt Allegro's nose prodding her fillyhood; she felt her friend drag it back and forth across the tiny hole and she trembled, suddenly unable to catch her breath. "Allegro, wha- Ahh!" Dewdrop's head snapped back as Allegro ran her tongue slowly across the hole, pressing ever so slightly into the folds as she did.

Allegro's tongue continued its work unabated, its strokes coming faster and reaching deeper each time. It was all too much to take in for the filly, her friend's peculiar actions and the inexplicable, intense reactions her own body was giving quickly overwhelmed her. In her shock, the pillows that had been her "restraints" may as well have been two fillies pressing down on her. She lay helpless before her friend as she tried desperately to process the situation she found herself in...

Her best friend was licking her in a place nopony had ever touched her before, a place she herself had never even consider touching. The whole situation seemed gross and wrong somehow; why would anypony want to touch the place she peed from, let alone lick it? The sensations she was feeling were completely foreign to her. It felt strange and kind of frightened her, but the more she thought about it, she realized that it also felt... good. Really, really good.

She felt her folds being gently pulled open and her friend's tongue fall directly upon her foal hole. Her gasps and yelps became a single heavy moan. Without realizing it, Dewdrop's eyes had screwed shut and she'd begun panting; her whole body bucked and shuddered and sharp moans were wrenched from her throat every time her friend made contact with her hole.

Allegro pulled away suddenly and sat up, looking down at her friend's flushed features. "Are you enjoying yourself?"

Dewdrop's world was graying out. She couldn't find her voice at all; her thoughts were an incoherent mess. Finally she managed to squeeze a few words out between her strangled breaths, "Don't... Please... don't stop...!"

"I knew you'd love it." Allegro smiled and returned to her friend's snatch. Their earlier role-play now completely forgotten, Dewdrop pulled her hooves free and reached for her friend's head. Allegro felt a pair of hooves on the top of her head, attempting to pull her even further into the quivering fillyhood before her. Seems like she's really getting into it now. Time to turn it up a notch. She pulled her tongue away from Dewdrop's foal hole, earning a small groan of frustration from the other filly. This was quickly replaced by a rather loud squeal when Allegro gave the filly's clit a sudden, sharp lick. As she continued to attack the sensitive nub, Dewdrops's hips began to buck and spasm; Allegro was forced to bring her forehooves up to hold her friend's hips still.

Allegro's tongue paused for a moment as a new concern entered her mind. Dewdrop's enthusiastic yelps and moans were satisfying of course, but they might attract unwanted attention. If Dew Prism heard them somehow... No, there's nothing to worry about there. Dew Prism's room is all the way on the other side of the hall; there's no way she could hear. Go ahead and scream to your heart's content, my dear.

Dewdrop's head was swimming. Her entire world slipped away except for her friend's tongue on her fillyhood. She could tell... something was coming, and whatever it was it was going to be big. "I-I-I'm starting to feel weird...!"

Allegro pulled her tongue back just long enough to answer. "Don't fight it. Just relax and let it go..." Even as she said this, she was losing herself in anticipation of her friend's climax. Rather than returning to licking, she closed her mouth over Dewdrop's clit, sucking on the hypersensitive nub as hard as she could.

The sudden jump in intensity was finally too much for the filly. Dewdrop cried out as loud as she could in pure ecstasy as her body arced as far as it could and locked up. The whole world faded away as she became consumed by the blinding pleasure radiating from her fillyhood and through her entire body.

When she felt her friend seize up, Allegro released her clit and instead pressed her tongue into the filly's violently spasming foal hole, greedily taking in as much of the her friend's arousal as she could get. She brought her hoof down on the girl's clit instead, attempting to draw out the filly's climax as long as she could. Dewdrop's pussy clenched around her tongue so intensely that she was unable to move it at all and was drenched in the filly's rushing juices.

Finally Dewdrop felt her body beginning to relax as the intense fire that had been raging in her faded into a soothing glow. Her tense muscles suddenly went completely limp, all the energy in her body fading away. She was vaguely aware of Allegro withdrawing her hoof and tongue, landing a final lick over her still lightly spasming foal hole. She gave a quiet yelp at the contact, her body too exhausted to even jump at the sensation.

Allegro pulled herself up alongside her friend and ran a hoof along the back of her neck. "So, how was it?" She was fairly confidant she knew the answer, but she had to hear it from Dewdrop herself.

Dewdrop continued to gasp for air, her features extremely flushed. She was barely able to lift her head to turn to Allegro to respond. "That... was... amazing..." Dewdrop said between gasping breaths. "Could you... Could you please do that again?"

Allegro giggled, marveling at her friend's innocence and naiveté, even in the afterglow of such an intense climax. "I don't know... You look like you might just pass out if you came that hard again." Allegro couldn't help but giggle again at the pout that formed on her friend's features. "I'll show you how to do it yourself later though, once you calm down a bit."

Allegro leaned forward to nuzzle her friend's neck, before she could however, she felt Dewdrop's hoof on the back of her neck and pull her into a kiss. Allegro was surprised by the sudden move, but after a moment she surrendered herself to the gentle embrace.

Dewdrop could taste something peculiar on her friend's mouth and tongue, which she finally realized was her own juices Allegro had sucked out of her. She found that she enjoyed the taste and opened her mouth, allowing her tongue to lap along her friend's muzzle. Allegro responded in kind, and soon their tongues were entwined with one another.

As the embrace deepened, Allegro became aware of a hoof fumbling around between her hind legs. Guessing at her friend's intention Allegro reached her own hoof between the two of them, catching her friend's and guiding it to her moist opening. Once she found her target, Dewdrop's hoof began to press into her slit, brushing back and forth erratically. Her movements, though uncoordinated, nevertheless elicited the desired response and Allegro moaned into the kiss.

After what seemed like an eternity to Dewdrop, the two fillies broke the embrace, gasping for air as they did. Dewdrop's hoof fell away from her friend's snatch as fell onto her back, completely exhausted from her first ever orgasm. She felt Allegro's body against her and instinctively pulled herself closer to the warmth of her friend. She could feel her consciousness slipping away, but there was something she felt she had to tell her friend first...

"Allegro..."

"Hmm... What is it?" Allegro sat quietly, waiting for her friend to continue. After a moment, she sat up slightly to get a better look and found that Dewdrop had fallen asleep. Allegro gently ran a hoof through the other filly's mane before she pulled the discarded covers of her friend's bed over the two of them and lay back down. A blush formed on her own face as she thought back to what had been her first real kiss, but she couldn't help but smile at it. Before too long, she too slipped into a blissful slumber.

Allegro woke up early the next morning, greeted by the first light of Celestia's sun. She left her eyes closed and just let her mind drift back to the events of the night before.

Allegro rolled over onto her side- or rather tried to before she found her lower body was pinned by something soft and furry. She lazily opened her eyes to find Dewdrop had curled up under her, her legs had wrapped around the smaller filly's chest. Dewdrop nuzzled her neck in her sleep. Allegro smiled and leaned into her friend's unconscious cuddling.

As she lay there watching Dewdrop sleep, she marveled at how her filly friend, who was a bit larger than her, could look so small and sweet curled up as she was. She looks so innocent, even after what just happened to her. It's amazing... I wonder if I ever look that innocent anymore.

Allegro closed her eyes again and after a few minutes drifted off to sleep again...

She awoke later to the sensation of somepony shaking her gently. She let a languished sigh slip past her mouth as she stirred.

"Allegro, come on, wake up. I made us breakfast."

At the mention of food, Allegro's sleep-addled senses snapped to attention. She opened her eyes and sat bolt upright, causing Dewdrop to stumble backwards, nearly falling off the edge of the bed before she collected herself. Allegro couldn't help herself; she giggled at her friend's reaction, even as the other filly stared at her. Finally after a long moment, Dewdrop began to giggle as well, before both ponies broke into a fit of laughter.

"Sorry about that," Allegro said, once she had caught her breath. "The mention of food tends to get my attention."

"I noticed," Dewdrop giggled a little more at this.

"So you really made us breakfast? That's awesome."

"Well, I wanted to do something to thank you for last night."

Allegro stared at her friend for a moment. She was glad Dewdrop hadn't freaked out about what they had done the night before, but the way her friend was acting this morning made no sense to the filly. Well, at least I know she won't stop talking to me...

Dewdrop had stepped off the edge of the bed and had offered a forehoof to her. Allegro allowed her friend to guide her onto the floor before following her out of the room and down the dining room. Allegro sat in one of the chairs while Dewdrop stepped into the kitchen, reappearing a moment later carrying a plate with an impressive stack of pancakes in her mouth. She set the plate on the table before pulling a chair up next to Allegro's and sitting down.

Allegro stared at the stack of pancakes before her in wonder. "Wow, this looks great! You really did this all by yourself?"

"I did. When I was younger, my sister taught me..." Dewdrop trailed off, and the same sad expression crossed her features. Allegro shook her head.

"Well, enough staring at this feast, let's eat it."

Dewdrop visibly brightened as she saw her friend pick up half of the stack and place it on the plate in front of her. Following her friend's lead, Dewdrop pulled the plate with the rest of the pancakes in front of her and the two began to eat.

"So, do you have any plans for today?" Allegro asked once she had finished eating.

Dewdrop looked up, two pancakes sitting on her plate forgotten. "I was thinking about visiting my parents at the weather factory. I know it must be hard to have to be doing so much overtime without being able to go home at all, so I thought I would go and surprise them."

"That's really sweet, Dewdrop." Her friend smiled even brighter at the compliment. "Your parents have no idea how lucky they are to have you..."

It was Allegro's turn to frown as her thoughts turned to her own situation. Allegro's parents had, apparently, vanished not long after she was born leaving the foal orphaned. The filly was too young to remember her parents and the orphanage in Cloudsdale was the only home she knew. It was a surprisingly warm home to the foals that found themselves there; most of the foals considered each other family and many had become close friends, like Allegro and Rosewing. Despite the warm atmosphere though, there were of course times when Allegro was reminded of what she was missing.

"You can come with me if you want to, Allegro. I'm sure my parents would like to see you again."

"T-That's okay. I've got to check back in at the orphanage before too late today." Allegro glanced away from her friend's gaze. While what she said was true, it wasn't the real reason she didn't want to go with her. In light of what just happened between us, meeting with her parents would be a bit... awkward...

"Okay. Well, I'm going to be leaving once we get cleaned up, so I guess I'll see you later."

"Yeah." Allegro then picked up her plate and made her way towards the kitchen. A moment later Dewdrop appeared next to her, brushing against the smaller filly's side as she placed her plate on the counter. The two fillies shared another smile and turned to walk towards the front door.

When they entered the foyer again, Dew Prism was standing by the front door. She turned to Dewdrop as the two approached. "Are you going out already?"

Dewdrop nodded at her sister.

"Where're you headed?"

"The weather factory."

"I see... Well, tell mom and dad I said 'hi'."

The awkward conversation ground to a halt at this. Dewdrop went to the door and opened it. Allegro walked to the door herself, but stopped when she felt Dew Prism's hoof on her back. The older filly leaned down next to her and whispered, "Can I have a moment?"

Allegro looked up at Dew Prism, confusion evident on her features, but nodded. She turned back to Dewdrop. "I'll see you later, okay?"

"Okay." She waved to Allegro before she stepped out the front door and took to the skies.

Allegro watched as she left before turning back to Dew Prism. The older filly gestured for her to follow before making her way back up the stairs. Allegro quickly got in step behind her, following her up the stairs and to the left towards Dew Prism's room. When she came into the room, she found that Dew Prism had climbed onto her bed and laid down on her hooves.

What is this about now? Allegro stared up at Dew Prism, equal parts excitement and confusion running through her at her current situation. She waited for the older filly to start, but when Dew Prism didn't make indication that she was going to start, she shrugged and asked, "Um... what did you want me to stay for?"

A smile slowly crept onto Dew Prism's features. "Actually, I wanted to ask you something about Dewdrop. As I'm sure you've noticed, the two of us aren't very close these days so I doubt she would tell me if I asked her..."

"I didn't want to say anything... I don't know for certain, but it seems like she really misses you."

"We were closer once, but that's not important right now. What I wanted to ask you was, what were you two doing last night?"

"W-What do you mean?" Allegro tried to maintain a calm demeanor but her eyes betrayed the storm brewing in her mind. Oh sweet Celestia, she knows!

"You see, last night while I was in the bathroom, I heard some peculiar sounds coming from the direction of my little sister's room. I listened closer and noticed that these sounds were actually voices, which as I continued listened in, became louder and more heated." Dew Prism got back to her hooves and stepped off the bed, her smile broadening. "I've been wondering what could possibly have been causing all that commotion, and so far I keep coming back to this one conclusion..."

Dew Prism stopped just in front of the trembling filly and placed a forehoof under the her chin, forcing her to look directly into her eyes.

Allegro's whole world froze.

"So tell me Allegro, exactly what were you doing with my little sister last night?"

Author's Note

Wow, I hit the wall super hard going down the stretch there... It's been a while since I wrote anything to this degree, but I think it's starting to come along. I hope it was worth the wait. Let me know what you think now that there's some actual plot going...

Speaking of plot... it seems Allegro's shortsighted ass is in a bit of a spot. I wonder what Dew Prism's gonna do with her now...?

Edit: I'm kinda with Dewdrop on this point; Old English sucks. I'm so glad I didn't keep going with that... and even what little I did do needed patching...