Bechdel's Law

Commissioned artwork by Kloudmutt
Before you scroll down, please note: images are slightly NSFW.

"Sooooo. Anyway..."

Not a great way to get a story started.

Twilight had only gotten a few sentences in and already she sounded embarrassed, her voice so hushed that it was barely audible over the steady patter of the rain against the windows. The librarian cleared her throat and stubbornly continued her tale, despite her discomfort.

"That's when I first saw it. His... thing."

"Not to sound shallow Twilight," Rarity said with a twinkle in her eye, "but inquiring equines wish to know..." Wrapped in her fashionable nightgown, she looked quite ready for her beauty sleep, completely au naturel without her make-up and with her mane worn down after much meticulous brushing. She gave the indigo locks a coquettish flip before she finished her question. "Was he, you know..?

"Was he what now?" Twilight apparently didn't know.

"Was he well-endowed?" Rarity clarified in a whisper, slightly abashed at having to spell it out.

It took Twilight a beat or two to comprehend what the other mare was getting at.
"Oh! Um, yes. Yes, he was pretty big and--"

"Roughly how big we talkin'?" Applejack asked promptly. Her green eyes regarded Twilight curiously in the dim, flickering light of the jar of fireflies the three of them were huddled around. She, too, looked ready for bed. In her case, this merely meant that she wasn't wearing her hat and had freed her blond tresses.

"Well--" Twilight said, drawing the word out to stall for time, "it was something like..." She lifted her forelegs and held the ends a ways apart, feeling ridiculous almost immediately. Noting Rarity's disappointed expression, she quickly parted her hooves a bit more, until her fellow unicorn was grinning widely and she looked an awful lot like a fisherpony telling tall tales about the one that got away. When Applejack's eyebrow shot up skeptically, though, Twilight hastily readjusted her guesstimate to more realistic proportions.

"Like that?" she said, looking hopefully from one mare to the other.

Applejack and Rarity exchanged meaningful glances.

The exact dimensions of the alleged coltfriend's equipment hadn't really interested Applejack, but she seriously wondered whether Twilight was simply making the whole thing up to avoid losing face. For the moment, she decided to give the nervous mare the benefit of doubt. "Mighty respectable," she said pleasantly, "but it don't matter none if he don't know how to use it."

"Quite so, Applejack," Rarity agreed sweetly. "So please, do carry on, Twilight! How did your gorgeous hunk of a pegasus fare in the usage department?"

"Well, he, um..." Twilight continued awkwardly, "He got on top of me, and then... then we made love?"

"Beg pardon, Twi," Applejack said brusquely, "but y'all're being awful vague 'bout the whole thing. We're all big fillies here, don't have to beat 'round the bush."

"You want more detail?" Twilight said hesitantly.

"Lurid detail," Rarity affirmed mercilessly.

"Okay, right," Twilight gulped, blushing heavily and looking more doubtful by the minute. "Well, so he put his p-penis into my vagina, and starting moving it in and out--"

"Oh no no no no," Rarity stopped her. "This isn't a biology lecture, Twilight! I want romance, I want emotion, I want... passion!" She gestured dramatically with her hooves while she spoke.

"And don't you be gettin' all prim and proper on us, either," Applejack said resolutely. "Y'all can use plainer words, our ears won't fall off or nothing."

"There is no need to be vulgar about it, however," Rarity said hastily. She gave Applejack a disapproving glare.

Applejack, for her part, just rolled her eyes; she didn't want to rekindle the hostilities from earlier that night.

"Okaaaay..." their hounded hostess stammered, frowning while she tried to rephrase the story in a way that would please her demanding audience. After a while, though, Twilight slumped and shook her head. This story was... problematic. Way harder than telling, say, a scary ghost story. "Oh, it's no use! I can't do this, girls. It feels kinda... weird."

"Hold up, Twi. We ain't lettin' you give up yet!" Applejack encouraged her. "Why don'tcha start at the beginning 'stead of jumpin' straight to the saucy bits? We got all night." As if to emphasize her point, the lightning rod Twilight had installed atop the library was struck, reminding the three prurient ponies of the thunderstorm raging outside. "Least I reckon we won't be gettin' much sleepin' done with all this goll-darned racket..."

Twilight nodded. Maybe she was getting ahead of herself. She usually never talked about her love life, after all; this was unfamiliar territory. But she was determined to keep this slumber party by the book. Declaring it an official success had turned out to be woefully premature: just as they were getting ready for bed, Twilight had rechecked the table of contents in her handy-dandy guide and discovered an entire chapter she'd missed. She must've accidentally skipped it during the minor distraction of a large tree crashing into her house. According to this entry, talking about colts and mating was a crucial part of the quintessential slumber party experience.

"Well, it started like this," Twilight began anew, "In my first year at Celestia's School for Gifted Unicorns, one of my teachers set up a pen pal program to get us into contact with ponies at other schools, allowing us to hone our writing skills and forge inter-school bonds. I ended up getting paired with a slightly older pegasus colt attending Cloudsdale's Flight School. At first, me and my pen pal both just sort of went through the motions. Lots of letters about our respective cities, schools, hobbies and such. We treated it as just another school assignment, basically."

"But it inevitably blossomed into something more, did it not?" Rarity said, adopting a how-very-romantic tone of voice and fluttering her eye-lashes.

"Quit rushin' her, Rarity," Applejack said, already growing irritated with the overacting unicorn again.

"I am merely providing feedback," Rarity replied haughtily. "But fine, have it your way. I shall no longer pose entirely relevant questions." The indignant pony turned to Twilight, her snooty expression softening into an encouraging smile. "Sorry, my dear. Please continue."

"Um, thank you," Twilight said. "You are right, though. He was just so incredibly nice. Not extremely eloquent, himself, but funny, understanding and always interested everything I'd care to write about. Because of that, I quickly found myself writing more personal letters to him."

Feeling vindicated by this admission, Rarity smiled smugly, although she refrained from commenting.

"Personal how, exactly?" Applejack asked.

"A-hem," Rarity coughed conspicuously, drawing attention to the fact that it was Applejack who was interrupting this time.

"Bless you!" Applejack said with infuriating politeness. She grinned at Rarity, seeming to derive a great deal of amusement out of the look of absolute loathing the mute unicorn was directing her way.

Twilight thought it prudent to just ignore the constant verbal jabs between the two other mares. "Well, I was having a bit of trouble fitting in at school, to be honest. A lot of the other unicorns resented the fact that Celestia had hoof-picked me as her personal protege. They seemed to think that I didn't deserve it, or that I thought I was better than the rest."

"Sounds like they were just jealous," Rarity said, forgetting her vow of silence and shaking her head in disgust. She could understand others being a little envious of such a privileged position, but ostracizing a pony for excelling was just cruel. The white unicorn didn't see how anypony who got to know Twilight Sparkle, however superficially, could ever accuse the dedicated pony of having a misplaced sense of self-entitlement.

"That's exactly what he told me," Twilight replied with a smile. "He could relate: he loved flying, but he wasn't very good at subjects like Meteorology or Theory of Flight. I frequently helped him write reports, correcting his spelling errors and such. A lot of the other pegasi teased him for being a bit... slow. And they mocked him for wanting to join the Wonderbolts with his poor grades. He let it get to him sometimes... Needless to say, we spent a lot parchment gleefully abusing our tormentors. It was a great outlet. I don't know how I would have made it through that first year without him."

"Wasn't just Fluttershy and Rainbow had trouble with bullies up there, I guess," Applejack grumbled. Her scowl had deepened the more she listened. She never imagined Twilight being miserable during her school years in Canterlot, but really should've known better - of course a foal prodigy was going to have trouble fitting in with her peers! Twilight's shocking lack of social experience... the powerful unicorn's deeply ingrained desire not to be considered a 'show-off'... It was all beginning to fall into place.

"It is fortunate that you were so supportive towards each other," Rarity said. "I imagine that forged a strong bond between two of you?"

"Yeah, it did," Twilight confirmed with a fond nod. "We exchanged letters less frequently as we got older, but over the course of our lengthy correspondence I told him things I would've never considered sharing with anypony else. My hopes, my dreams and, eventually, my fantasies. All to a pony I'd never even met face-to-face! But I guess, in a way, that actually made it easier to open up to him..."

"Figuratively speakin', I reckon?" Applejack teased. She elbowed Twilight playfully in the side.

"Applejack!" Rarity gasped. She did a good job of pretending to be scandalized.

Twilight snickered. "Wow, trotted right into that one," she said with a genuine laugh, a lot more relaxed now. "Also, ow," she added with a wince, gingerly rubbing her side.

Before Applejack could even finish saying sorry, a mysterious pillow, surrounded by a purplish glow, forcefully flumped against her face at roughly the speed of sweet, sweet vengeance. "Had that one comin'," the stoic mare deadpanned, her voice muffled.

Inevitably, a second, slightly less intense pillow fight erupted. In all the kerfuffle, the trio failed to pick up on the soft creak of the library's back door being opened. Nor did they hear the cautious footsteps of an uninvited interloper. The constant drumming of the rain on the arboreal library's canopy drowned out such stealthy noises.

After blowing a stray feather from her nose, Rarity, badly out of breath but relatively unscathed, decided to get things back on track. "Well, Twilight. It sounds like you were content merely to write to one and other." She gracefully dodged a final parting shot from Applejack, aimed directly at her head. "How, then, did you end up meeting him - if you will excuse the expression - in the flesh?" She was still obviously fishing for something titillating.

"Well," a struggling Twilight began, while trying to dislodge the pillowy shish kebab weighing down her horn, "after we'd both graduated and I was studying directly under the Princess, he happened upon a picture of me," she said, after disintegrating the defenseless pillows, "and wrote to tell me that he thought I was... pretty."

"Well, y'all are pretty easy on the eyes," Applejack said. She seemed to have spoken her thoughts aloud by mistake, and coughed softly when Rarity gave her a funny look. "Keep talkin'," she muttered, gesturing at Twilight.

Twilight hardly even noticed the interruption. "It was a newspaper article about the Summer Sun Celebration. And it featured a shot of me standing beside the Princess. Taken from behind. Apparently, he rather approved of my, um... flank?" Twilight blushed. She still seemed to prefer using euphemisms, lest her original embarrassment should make an unwelcome comeback.

Applejack snorted. "Y'all also get the feeling every fella out there's sneakily staring at your butt?"

"Without question!" Rarity chimed in indignantly. "I honestly do not care to recall how often I have had to remind some boorish colt that they would have more luck addressing my front end..."

"Hm. That would be rather annoying, I suppose," Twilight said politely, though her expression suggested she couldn't really relate. "But I don't know... I thought it was kind of sweet. I was always the dork, the egghead, the teachers' pet. But he... he actually liked me physically. It made me feel... I don't know..."

"Like the sexah mare y'are?" Applejack suggested.

"Feminine and desirable, as you should?" Rarity said at the same time.

The two of them looked at each other, blinked, then shared nervous, worried smiles. It was kind of uncanny, the way they'd been in such complete agreement.

"Yeah, like that," Twilight said happily, pleased by the fact that her friends were getting along so well.

"Pray tell, Twilight dear," Rarity demanded, "Did your admirer send you a photo of himself in return? It would only seem fair."

"I pretty much demanded one," Twilight said sternly. "Also told him it had better show some flank." She winked.

"Oooh," Rarity cooed happily, at long last getting to see another, more flirtatious side of Twilight Sparkle - albeit one that only seemed to surface in writing. "And did he oblige?" she said eagerly, leaning forward a little.

Twilight glanced up at the highest shelf in the library, tucked away at the very top of the room that had been carved out of the interior of the enormous tree. Her horn lit up, the glow of her magic casting ghostly shadows on the surrounding bookcases as a small object was brought down from its long hiding place. The yellowed manilla envelope eventually hovered tantalizingly close to the curious mares. "There we go..."

"This I gotta see," Applejack said, snatching the envelope from the air with her mouth. Carefully opening it, she eagerly studied the stallion depicted in the photograph that slid out. Rarity crowded behind Applejack, barely able to contain her curiosity.

"Now wait just an apple-pickin' minute, ain't that--?" Applejack said slowly, rotating the picture slightly and squinting.

"There is no mistaking it!" Rarity gasped, magically snatching the photo away to get a better look at the familiar pale-blue pegasus. "That is without a doubt Soarin', the Wonderbolt. Although he isn't wearing his uniform... Twilight, why didn't you tell us that you dated a celebrity?" She gasped, her mind reeling at the implications. "What would Rainbow Dash think?"

"Please don't tell her," Twilight pleaded, "I'd never hear the end of it. Anyway, he didn't actually join the Wonderbolts until a while after this picture was taken, so he was still just... Soarin'." A nostalgic smile appeared on her violet muzzle when she looked at the picture, but it faded quickly, and with a nod of her horn she replaced it in the envelope. "After I received this, a month of silence followed. I thought he was simply being shy, but then he suddenly wrote to me about this anonymous mare he'd met. He'd fallen head over hooves for her, he said, but didn't have a clue on how to tell her. He begged me for advice..."

"Aww. Adorable, but painfully obvious," Rarity said with a knowing smirk.

"Yeah," Twilight said miserably. "But I automatically assumed he'd fallen for some cute, available pegasus filly, and I couldn't believe he had the gall to ask me for tips on how to woo her. It was so stupid..."

"What was, Twilight?", Rarity said sympathetically. "The fact that you did not see through such a transparent ploy? Or that he resorted to such a clumsy, roundabout way of letting you know he liked you?"

"Both," Twilight sighed. "It seems so obvious in retrospect. But I guess I was young and a bit of an idiot back then..."

"Who ain't?" Applejack said, putting a hoof on the other mare's shoulder. "Anypony says different is full of--"

"Quite," Rarity said sharply. "You merely lacked sufficient experience with the ever-endearing stupidity of stallions, my dear."

"I guess so." Twilight flashed a fond smile at her supportive friends. She was still sometimes plagued with nagging doubts, wondering if things would've played out differently if she'd been a bit less dense, even though she knew it was pointless to agonize over it so long after the fact.

"Horn up, pony-girl," Applejack told the unicorn, patting her on the back. "What're ya getting all misty-eyed for, anyhow? Didn't you and him hook up later on? Least that's what you started out tellin' us..."

"We did," Twilight said after taking a deep breath, attempting to banish the endless parade of what-ifs from her brain. "Although that was almost a year after that fateful letter. We'd sort of had a falling out. He wrote me a few more letters but I-- Well, I sorta threw them out without reading them. He just stopped trying after a while."

"Would've done the same thing, it'd been me," Applejack said earnestly, making a face. "But I reckon y'all put two and two together eventually, clever pony like you?"

"Not so sure about the clever part," Twilight said, shaking her head, "but yes, I did eventually realize my moronic mistake. I felt awful. I wanted to go apologize to him. There was a bit of a practical issue, though: how on Equestria was I going to get way up to Cloudsdale to do it?"

"It sounds like you were quite eager to meet him," Rarity observed, "It is not normally your wont to rush into things like that. You could just have written him another letter, correct?"

Twilight took a deep breath, not looking at either mare as she confessed. "I was lonely... I'd been planning to meet with Soarin' even before it all seemed to fall apart. It was rather... frustrating."

Loath as she was to admit it, even to herself, Twilight saw no use in denying the obvious. In the past, as an isolated filly, she had told herself that she didn't need anypony else so often that she had actually begun to believe it. It had been a defense mechanism - one that made her friendless existence more bearable. Her brother had been there for her, of course, but she seldom got to spend time with him as time went by; he had his own duties to attend to. And there were things she simply could not share with a male sibling. Things she had yearned for more and more with every romance novel she devoured, and every giggling pair of lovers she spied crossing horns in the shadowy corners of Canterlot's courtyards and gardens. Her exchanges with Soarin' had rekindled some hope in the young mare's heart. Hope, and desire.

"I see," Rarity said softly, "You needed him... physically?"

"Mares do got needs," Applejack declared matter-of-factly.

"So I pored over my books, trying to figure out a way to fly in my spare time," Twilight briskly continued, her cheeks glowing. "Then one morning, who should drop by my quarters but Princess Celestia herself! Completely out of nowhere, she wanted me to go study cumulus-architecture up in Cloudsdale, declaring it an essential part of my education. When I explained to her that I'd love to go but hadn't yet mastered the spells needed to fly or even just set foot on that city's surface, she just smiled in that enigmatic way of hers and told me to follow her..."

Applejack scratched the back of her head through her thick, straw-colored mane. "That don't sound like a coincidence to me. How'd she know 'bout you two, though?"

"I wish I knew!" Twilight sighed. "She does that to me a lot. But she was always pushing me to get out more and interact with other ponies, so--"

"Don't keep us in suspense, though, dear!" Rarity said, sitting up up a little more. "What did she wish to show you?"

"A hot air balloon," Twilight recalled, grinning widely. "Actually, my hot air balloon. "She said that she had it made especially for me. It was the biggest gift she'd ever given me. Well, apart from her tutelage, of course. I... really didn't know what to say."

"Huh. Don't that beat all," Applejack said, raising her brows. "I'd always wondered how you ended up with it, fancy contraption like that."

"Now you know. So with that out of the way, I wrote Soarin' a short note saying I was coming to visit Cloudsdale for educational purposes, and asked him to meet me - providing he could find it in his heart to forgive me."

"And thus," Rarity asked formally, "we return, at long last, to where we originally left off? The romantic tryst with your pegasus beau?"

"Yes, about that," Twilight said slowly, recalling the awkwardness of before, "I was thinking: instead of telling you, maybe I can show you? I have this spell I could try. It would make it... easier."

"Long as it don't involve us turnin' into newts," Applejack said. "Again..." she added in a low voice.

"You got better!" Twilight said defensively. "There's no transmutation involved, honest. Here, let me demonstrate..."

Applejack's further protests were silenced when a swirling vortex of purple energy emanated from Twilight's horn. Their surroundings morphed in a disconcerting fashion; bookshelves turned into clouds, the table inflated into a huge balloon and, most disturbingly, the floor beneath them dissolved into perfectly azure sky.

"Twilight, dear... are you certain this is entirely safe?" Rarity asked in a trembling voice. She hugged herself, but was still shaking from the chilly high-altitude winds that suddenly whipped past her and blew her long mane into disarray.

"Don't worry," Twilight told her, "We're not really here, you know. It's just a memory brought to life." Noting Rarity's chattering teeth, however, she hastily adjusted a few variables. "Heh... I guess that was a little too much verisimilitude?" she said sheepishly.

"Bit nippy, yeah," Applejack said numbly. She seemed much more preoccupied with the blue abyss of empty sky that had just appeared beneath her hooves. Gravity might have overlooked her for the moment, but she generally subscribed to the idea that earth ponies ought to live up to their epithet and keep their hooves firmly planted on terra firma.

"Well, there I go," Twilight pointed out, distracting her friends from their plight. And, indeed, in the basket of the balloon which, bewilderingly, had been a wooden table a few minutes ago sat another Twilight, looking apprehensively into the distance. Following her gaze, the three spectral spectators saw that the floating mare was very close to Cloudsdale already, and that a solitary winged stallion stood at the edge of the balloon dock, waiting for her there. The younger of the two Twilights quickly stowed away a thick tome she had brought along.

"Hey..." Soarin' said, standing on the edge of the cloud-plateau. He was visibly dissatisfied with that uncool greeting, but seemed too nervous to amend it.

"Hi..." Twilight's memory replied in kind, peering over the edge of the basket in a manner more reminiscent of Fluttershy.

"You, um... you want I should help you climb out?"

"Can't. I'd fall through the clouds?"

"Oh! Oh, right. Heh. Stupid of me." The pegasus fell silent.

It seemed they had already reached an impasse.

The real Twilight ran a hoof over her face. She had set the three of them down next to the landing site, and appeared to be futilely willing her past self to stop being so lame. "Ugh. Awkwaaard. I wasn't sure what to feel, in this moment. I was so excited to see him for the first time, but I assumed he had to be upset with me."

The two ponies stared at each other shyly, neither seeming to know what to say. They felt strangely trapped, the words that flowed so easily on paper suddenly drying up, stuck on the tips of their tongues; the other equine almost like a stranger again.

Rarity took this opportunity to saunter a little closer to the male featured in the scene, glad to have solid ground beneath her incorporeal hooves. Well, solid cloud anyway. "You are certain they cannot see us?" she asked, making absolutely sure. When Twilight assured her that was impossible, Rarity circled the tall pegasus stallion, unabashedly sizing him up from all sides. "He looks bigger in person," she said in an awed whisper, watching the male's dark mane flowing in the high-altitude breeze, his sturdy wings held proudly aloft. "And very much in shape."

"He'd spent most of the past year training for his try-outs for the Wonderbolts," Twilight explained.

It was obvious from her dreamy expression that Twilight's past self had also taken notice. After a few more moments, both ponies began talking simultaneously:

"I'm so sorry I stopped answering your letters. I thought you'd found somepony else and--"
"Twilight, I was such an idiot! I didn't know how to tell you I liked you and--"

Silence fell. Followed by another burst of frantic talking:

"You're sorry?! But I'm the one who--"
"You don't need to apologize for anything, it was entirely--"

Stares. Then relieved laughter.

"Um... would you like to come aboard, Mr. Soarin'?" Twilight said with a disarming smile.

"It would be my pleasure, Miss Sparkle," Soarin' the gentlecolt replied, with a comical tip of his nonexistent hat.

"Well, ice broken, looks like." Applejack phewed, sharing in the two ponies' relief. "Though you two're being awful formal..."

Twilight chuckled softly. "Addressing each other like was a silly little joke we shared. We were very polite in our first letters, because our teachers were reading them, too. The habit sort of stuck. We talked for hours after this. Well, I did, anyway. Mostly philosophy and literature. He was a really good listener. But I think I won't subject you to all of that..."

"Why ever not?" Rarity remarked, not at all sarcastic, "It sounds positively fascinating..."

Twilight stuck out her tongue, then closed her eyes. The world around the mares rippled a little, and things began moving very fast, passing by in a blur. When the scene returned to normal they once again found themselves suspended in mid-air, though that just seemed routine, now. Past Twilight and her date were both sitting in the basket of the ornate balloon, which lazily glided along in the gentle breeze. The sun was past its prime already, the temperatures at this altitude quickly dropping.

"Beautiful..."

"Hmm? What was that?" Twilight said, tearing her eyes away from the awe-inspiring sight of Canterlot in the hazy distance, the surrounding mountains drifting by in a spectacular display of parallax. She had just finished an extended monologue about the castle's history.

"Beautiful, erm... view," Soarin' said quickly, rubbing the back of his neck with a hoof. After years of getting to know her through words alone, the fact that Twilight's sexy brain came in such a cute, shapely package was obviously something he was still trying to wrap his head around. He was sitting on his haunches behind the unicorn, whose forehooves hung over the edge of the basket while she enjoyed the sights of the sprawling landscape down below. He tried very hard not to stare, but it was instinctual. His eyes kept drifting... downward.

It didn't take Twilight long to surmise what 'view' the sheepish stallion was referring to. She flushed, but managed a grin. "I guess..." she mumbled modestly, before climbing back inside. Then she seemed to be debating with herself, nervously shifting her weight from one hoof to the other. "I was probably boring you to death, huh?"

"You're never boring, Twilight," Soarin' said earnestly. "Okay, so, I'm too stupid to understand half the stuff you just told me, but I guess I just like the sound of your voice?"

Twilight appreciated the compliment, but not the self-deprecating humor. She shook her head, wearing an I'm-not-smiling smile, and walked over to him. "I thought we'd gone over this," she said sternly, "You. Are. Not. Stupid." She emphasized each word with a prod of her hoof-tip into the male's chest. Without another word, she sat with Soarin', snuggling up against him whilst muttering something that sounded like "cold" to justify her actions.

Soarin' sat staring at the far horizon for several long minutes, not daring to move a muscle or believe his luck. He treated the mare as a beautiful butterfly that had alighted on him purely by chance; he seemed afraid that the slightest movement would cause her to flitter away forever. Slowly, carefully, he wrapped his foreleg around her and pulled her a little closer, into something resembling a hug. His wings relaxed and shifted forward, shielding Twilight from the breeze.

Resting her head against Soarin's chest, Twilight closed her eyes as he cuddled with her, sighing in blissful contentment. She felt him surreptitiously sniff and nuzzle at her mane, his nose tracing the pink streak that ran down her bangs. Twilight giggled when a powerful exhale from his nostrils blew through the sapphire locks, and lifted her head to rub along the underside of the silly colt's chin, ever mindful not to jab him with her horn.

"Your mane tickles, ma'am," he mock-complained.

"Then don't stick your nose in there, mister," she teased back.

The young couple nuzzled for a while, their snouts and cheeks playfully and affectionately brushing past each other. They were testing the waters, getting used to each others warmth and smell, but also waiting for one of them to grow bold enough to take the initiative. Soarin' could eventually resist the temptation no longer. He planted fluttery little kisses on the side of Twilight's neck, making her squirm, then licked her, his broad, rough tongue teasing along the crest of her neck and up across her cheek, against the grain of her smooth coat. The unexpected touch of that tongue proved electrifying, eliciting a moan and--

Rarity sat bolt upright, her tail looking frazzled. "W-why..?" she cried, pressing a hoof to the side of her head, and then studying it as though looking for traces of wetness, "Twilight! Why is my cheek tingling?"

"Ah, s-sorry," a visibly shaken Twilight replied, beads of sweat running down her forehead as she tried to reign in the rampant recollection, "You're experiencing this memory with me, but I didn't think it'd be this... intense. It's--it's some sort of feedback loop. These vivid sensations are just pouring out and I can't--I can't..."

Her eyes half-lidded in delight, Twilight reciprocated, nibbling and lapping gently up along Soarin's proud neck, giving them both goosebumps. After simply admiring them for a while,she then shifted her attentions to the pegasus's feathery wings, finding them quite sensitive to even the slightest touch of her nose. Soarin' quickly got revenge on her, however: after teasing her helplessly flicking ears for a while, quite by accident, his stumpy snout found her horn. The unicorn whimpered cutely and quickly shied away when he presented the exotic protrusion with a few experimental licks.

So many erogenous zones, so little time... Neither pony had the patience to fully explore or exploit them. It wasn't long before their meandering muzzles found each other, their noses pressing together in a kiss.

The slightly older Twilight closed her eyes, the warm, lingering sensation of that first kiss vividly recalled upon her lips. She savored the half-forgotten thrill, reaching up and pressing a forehoof to her muzzle as though trying to hold on to the intangible a little longer.

"Probably should've stuck with makeovers and s'mores, huh?" Applejack noted cheerfully.

"S-sorry," Twilight said again, blushing furiously. "Do you want me to break the spell?"

"Hay no."

Twilight hummed happily, tilting her head sideways a little to get those silly noses out of the way, kissing deeply before exhaling in a lengthy and longing sigh. Her coltfriend paused, too, sharing breath with her before gingerly tracing his tongue along her parted lips, teasing the inside of her muzzle slightly. Soarin's boldness was rewarded with a gratifying little shiver-moan. The novelty and growing intimacy of their kiss was immensely thrilling to the inexperienced ponies, their arousal quickly escalating beyond their conscious control. Twilight's tongue licked back at the Soarin's, demurely at first, but then with more enthusiasm - the pink muscles swirling, entwining, dancing until they both grew desperate for air.

Panting, the two ponies stared at each other in shocked silence, but with smoldering eyes, a thin strand of commingled mare- and stallion-saliva linking their moist lips.

"T-that's when I first saw it..." Twilight reiterated in a whisper. Four pairs of mare-eyes quickly found and were transfixed by the noticeable erection growing between Soarin's hind legs, beautiful black and mottled pink spilling heavily out of the protective sheath.

"Oh my," Rarity gulped, staring. She shared in the mixture of slight intimidation and horny, giggly glee Twilight must have experienced when she first stole a furtive glance at that exemplary specimen of stallionhood. Somehow, the offhoof estimates from before hadn't quite done it justice. "Really looks bigger in person..."

Applejack smiled when she felt an inexplicable surge of second-hoof pride welling up inside her, the kind a bookish wallflower might experience upon finding that she had it in her to drive a gorgeous stallion wild. She looked from one Twilight to the other and realized what a positive experience this little get-together must have been for the sheltered, serious mare.

Even though he was only aware of an audience of one, the poor colt was still mortified by the way his body betrayed him, and shifted his legs and haunches awkwardly to try and hide his obvious arousal. But his fillyfriend wasn't put off by the inevitable side-effect of their foreplay nearly as much as he feared. Sure, she was giggling, which clearly made him feel even more self-conscious, but Twilight wouldn't let him turn away, holding his snout in her hooves and pressing a cute little smoochie to his nose.

She looked into his eyes, growing serious. "I... um, I've never..."

"M-me neither," Soarin' replied, guessing at her meaning.

"Do you want to..?"

He swallowed hard. "Yes!" He seemed to realize how forceful and urgent that had sounded, and scrambled to come up with a less desperate-sounding way to phrase his answer. "Yes. I would like to do... that. With you. Please?" Not quite what he had in mind.

Twilight just smiled at him. It was a genuine, delightfully quirky, disarming kind of smile. The kind that would make anypony's heart melt. "Thank you," she whispered. Her eyes again drifted off towards the male pony's poorly obscured arousal, her gaze lingering this time, rather than darting over for brief, embarrassed peeks.

"It's twitching," she observed astutely. Curious, the mare slid smoothly down so that her face was level with the object of her fascination. Very carefully, she gave the shaft a little nudge with her snout, giggling a little as she watched it wobble. Soarin' could only watch breathlessly as the inquisitive female toyed with him. While she was simply nuzzling his most private area, gently exploring, he could still keep his eyes focused, drinking in the immensely erotic sight of the cute, geeky mare lovingly running her soft, fuzzy cheek along his raging hard-on. He could even cope with the sweet, adorable way her violet eyes kept studying him, gauging his reactions to her affections and watching for any sign of discomfort. But his head lolled limply back when she got a little more experimental and carefully nosed at his sensitive balls; his wings splaying out and twitching each time she lavished playful licks on those delicate orbs.

"It appears that you had at least some idea of what you are doing," Rarity commented, trying to maintain her composure despite the overtly sexual scene unfolding in front of her, and the inexplicable sensations she kept being randomly bombarded with.

"Well, I had this really helpful book on equine biology..." Twilight admitted, "Princess Celestia'd given it to me the week before, to help me get a better grasp on medical magic. During the flight over I took the opportunity to bone up on some basic stallion, erm, anatomy. Just... due diligence, you know?"

"Heh. 'Bone.' Good one," Applejack snickered.

"How puerile," Rarity tsk-tsked, her credibility ruined when she failed to keep a straight face.

Trying to put theory into practice and become intimately familiar with her first male partner's body, Twilight worked her way up from her guinea-stallion's testes, licking and kissing dutifully, tracing the pulsing veins with the very tip of her tongue, until every last inch of his erection was glistening, slick with the warm wetness of her tireless mouth. Her hard labor did not go unrewarded: a bead of pre-come grew on his very tip, and came trickling down at the slightest provocation.

Twilight lifted her head and blinked, pausing to look cross-eyed at her nose, where a dollop of clear, viscous fluid resided.

Staff edit: NSFW image removed.
"Now, darling," Rarity gasped, "tell me you are not going to...?" .

The undeterred unicorn mare erased the sticky ejaculate with a swipe of her tongue, curiously sampling the taste of the stallion's secretions. The fact that she swallowed and smacked her lips afterward suggested the flavor wasn't very offensive - quite the contrary, in fact.

"Umm..." Rarity moaned when the ghost of a salty-sweet, stalliony flavor tickled her taste buds, a warmth that filled her muzzle and quickly made her snow-white features flush. The pale unicorn frantically shook her head, trying to feel less woozy and... unbearably horny. "S-so disgusting..." she lied, shivering at her own, supremely unladylike, behavior.

Applejack had an altogether different experience. "Twi... why in tarnation am I suddenly gettin' the urge to... research Bulbourethral glands and the effect of fructose intake on the taste of preseminal fluid?" The simple farmfilly blinked, as surprised as everypony else to hear that particular sentence just roll off her tongue.

"Just... Just watch the darn memory, okay?" Twilight stammered, going through a fleeting what-the-hay-are-we-doing moment herself. Whose bright idea had it been to pull other ponies into her private memories again?

Unaware of the follies of her future self, the Twilight sharing a cramped gondola with a future Wonderbolt realized that the pegasus in question was staring at her with love-struck eyes. Tilting her head quizzically, it took her a while to figure out that it was her visible enjoyment of his pre-cum that had enraptured him so.

It was her turn to redden and avert her eyes, unable to bear that adoring gaze. "W-what?" she murmured, bashfully rubbing at her nose with a hoof. "Did I miss any?"

"No. No, I think you got it all..." the wide-eyed colt said softly. "That was... that was quite possible the sexiest thing I've ever seen..."

Flattered and embarrassed in equal measure, Twilight let a coy little smile slip onto her muzzle. "I might have something better..." she hinted seductively.

Seeing the effect she was having on the male, Twilight was clearly getting bolder and more adventurous. Although she was still filled with doubts - should she have brought additional lubrication? Did she correctly perform the contraceptive spell she'd found tucked away in those official documents Princess Celestia had made her alphabetize? - the flustered filly had made up her mind.

Getting up without warning, Twilight unsteadily sashayed away from her pegasus pen pal, moving her hips and swaying her tail in a way that had Soarin' perk up in more ways than one. She nearly tripped, what with all four of her legs feeling like jelly, but thankfully the clumsy mare made it to the side of the gondola with her dignity intact. Leaning over the edge a little, as she had done before, she turned to look over her shoulder, her violet eyes sparkling and inviting, untarnished by doubt, even though entire swarms of butterflies fluttered around in her stomach.

She was the most powerful unicorn in Equestria, but right now she felt ever-so-vulnerable... Still she lifted her tail for him, moving it aside to expose herself in a delightfully indecent, impossible-to-misinterpret way.

"Mr. Soarin'..? Please mate with me..." she whispered superfluously.

Soarin' stared, his muzzle agape.

New. Sexiest. Thing. Ever.

"It--it would be my pleasure, Miss Sparkle..."

Applejack stared, too. Only when an amused Rarity elbowed her side was the mysterious spell Twilight had cast with her flank broken.

The source of the memory playing out in front of the two other mares closed her eyes, reliving the breathless anticipation and the confusing, contradictory feelings of pride and shame. The level of detail Twilight could conjure up, if she put her mind to it, was almost perverse: she could feel a ticklish trickle of her own excitement running down the inside of her thigh, and the soothing coolness of the breeze on wet, pink, delicate skin.

Wait. Was that part of the memory, or was she that turned on right now? It was hard to tell.

Why hadn't she tried this spell out sooner?

Soarin' needed to do little but follow his nose (and other extremities). Gently he mounted the trembling, willing mare, planting his hooves upon either side of her to keep her from having to bear the brunt of his weight. Clumsily he pressed forward, eager, desperate to take her. Twilight lowered herself a little, and lifted her rear helpfully, trying to align herself correctly, find the right angle for her lover to--

Slip into her.

Twilight winced and whinnied softly, the sudden penetration having taken her off guard. The myriad little concerns that had been racing through her mind evaporated instantly.

The projected world around the trio of voyeuristic fillies seemed to flicker and distort briefly, but they were too preoccupied with other things to notice. Twilight had let out a yelp, but was now assuring her concerned friends that, really, it was fine, she was okay.

"Are--are you okay?" Soarin' checked breathlessly, not moving another muscle despite the fact that every fiber in his body ached for him to start bucking.

"Y-yeah..." the trembling, plucky filly beneath him said, managing a weak smile. His concern for her was touching and reassuring. "Gimme a moment..."

"Well, that seemed relatively painless..." Rarity commented with a hint of both relief and surprise. She looked askance at Twilight, who was biting her lower lip and had her eyes closed but seemed to have recovered.

"Well, you know: lonely filly, extensive collection of romance novels, telekinetic powers... hairbrush handles..." Twilight subtly pointed out.

"Ah. Ditto," her fellow magic-user and hairbrush-owner concurred.

After a moment of silence, both ponies turned to look expectantly at Applejack, who stood there wishing she'd brought a hat to pull over her eyes.

"Carrots..." the farmfilly said eventually, silently cursing the Element she represented.

"Carrots," Rarity repeated, nonplussed.

"Carrots." Applejack wasn't exactly being forthcoming.

"Well, they do have an appropriately phallic shape and level of firmness," Twilight pointed out helpfully.

"Yes, of course, but: carrots... plural?" The mental imagery was staggering.

"Never you mind," Applejack said curtly. It was hard to see through the warm color of her coat, but it was clear they had finally managed to make the tough mare blush, her cheeks the color of ripe, red apples. "Looks like things are heatin' up over yonder," she pointed out, quickly changing the subject.

Twilight spread her hind legs a little more and braced herself, making sure she had a good hoofhold. "You can move now, if you want..." she said, closing her eyes and lowering her head submissively.

Soarin' clearly wanted nothing more. Still, he moved slowly, pressing into her with a languid, deliberate thrust which, judging from the almost-pained expression on his face, required tremendous willpower to pull off with such restraint. His consideration was rewarded, though: by the time his haunches touched her soft rear, both ponies were trembling, perversely aware, inch after delicious inch, second after timeless second, of exactly how deep he was inside of her and how she had supplely stretched to accommodate his girth.

"So full..." Twilight sighed tremulously. The usually erudite unicorn was reduced to spouting pornographic platitudes, but she didn't seem to care. She loved the pressure she was feeling, adored the shiver-worthy sense of fulfillment. It felt right. She couldn't stop moving: her rump wiggled cutely, rubbing against his barrel; her cutie mark danced as she gyrated her narrow hips in tight, sensual little circles; her trapped, multicolored tail twitched in unison with her insides. The slight movements kept her acutely aware of the stallion inside of her, rather than allowing the sensations to all blend together into a pleasurable but indistinguishable mush.

Looking down, Soarin' watched that violet filly-flank grind into him, and began to move with her, withdrawing until just the tip remained inside and it felt like he was about to slip out completely - slick as he was after that thorough tongue bath - only to fill her again and feel her squirm and spasm around him without fail. The slow, sensual mating couldn't last, however: she was too tight, too hot; it felt too good, the way she took him so completely, the way her fillycum trickled down his sheath each time his haunches were pressed flush with that delectable little purple backside. His movements grew more frantic and erratic, speeding up almost as much as his ragged breathing.

"Twi--Twilight, you--I can't--I'm..." Soarin' gasped, neighing while he tensed up, shuddered and came inside the surprised mare, her eyes widening and her pupils dilating as she felt pulses of unexpected warmth pump into her. Panicking, the stallion pulled out quickly, but of course he could not possibly stop after the floodgates had been opened and ended up making quite a sticky mess of Twilight's hindquarters, some of the more enthusiastic spurts drawing intricate, ropey patterns of sperm on her flexing back.

"Poor fella," Applejack said, shaking her head, "Happens to the best of 'em. 'Specially the first time." She didn't have the same empathic link to the stallion as she had with Twilight right now, but she really didn't need one to see the shame and self-loathing in the prematurely climaxing stallion's expression.

Rarity nodded slowly. Strangely, she showed no inclination to lament the fact that the other unicorn's precious purple coat had been soiled, or to lambast the young male for jumping the gun. "Such volume..." she said softly, "So very virile...".

"We've lost Rarity, looks like," Applejack joked, drawing a nervous chuckle from Twilight and vehement denials from the flustered fashionista in question.

"I--I'm so sorry, I--" Soarin' panted, backing away in shock, certain he had made a mess of things in more ways than one.

"Ssh," Twilight gently shushed the dismayed male pony, closing her eyes and cherishing the curious, creamy sensation of seed spilled inside of her. Her womb gave a giddy little throb at the thought. It seemed like a significant moment somehow; a rite of passage. The additional spurts the trembling mare felt coating her skin and matting her fur were like a huge compliment - simply icing on the cake. Or, more literally, like icing on her butt, really. She giggled at the mental image, feeling a little lightheaded. And dirty. In the good way.

"But you didn't get a chance to..." Soarin' sputtered.

"I'll t-take care of it..." Twilight said soothingly, managing a reassuring smile, knowing that it would probably only take a little bit of rubbing to get herself off at this point. She slid from the side of the gondola, her shaking legs immediately collapsing so that she ended up on her knees. This was fine, though. The needy filly needed only roll over onto her back, splaying out her hind legs to balance herself in this slightly unnatural position; her front legs tucked cutely up against her fuzzy chest.

Twilight hesitated in that compromising position. It felt rather weird to play with herself in front somepony else. It was... private. Something she did in secret, hidden away beneath her covers; smothering every moan in her pillow, biting her lip when she came to keep from crying out, always afraid others might overhear. Now, though... he was watching her. She could feel his eyes. Probably reveling in the sight of her in such an immodest pose - on her back, hind legs spread, baring... everything. Dripping wet. Leaking.

She needed this so bad right now. It was getting hard to even think straight.

Twilight exhaled, letting her muscles relax, and tried to clear her mind; get into her happy place. She touched herself and felt her awkwardly suspended hind legs quivering. What a state she was in! She hadn't ever felt this sensitive, this... raw before. Gently, she used the flat of her hoof to press into and rub her entire vulva, massaging the cum-slick filly-flesh in pleasurable, circular motions. When the mild, teasing pressure grew frustrating, the feverish filly got down to business, focusing more and more on her most sensitive spots, knowing exactly how to pleasure herself.

Her reddening face averted, her right cheek on the floor, her violet eyes mere slits, Twilight was still strangely ashamed to be performing this lewd act in the presence of another. Because of that, she didn't notice Soarin' approach; failed to feel him hovering over her, intoxicated by her scent, turned on by the erotic display and mollified by her bashful behavior.

That was, until that warm nose pressed up against her slit, and a tentative lick delivered a spine-tingling jolt of pure pleasure.

"Soarin'..? Y-you don't have to..." Twilight gasped, just as the edge of her hoof-tip found the hypersensitive little nub of nerve-endings she'd been working up the courage to touch.

The steamy breath from the stallion's flaring nostrils was hot on her skin. "But I want to..." he said urgently, silencing her feeble protests with another lick that forced the prone mare's breath out in a long, shaky sigh. What Soarin' lacked in experience he more than made up for in enthusiasm; it wasn't long before Twilight was squirming, writhing in ecstasy on the floor, sometimes seeming to want to shy away from the intense stimulation of that eagerly lapping muzzle, only to wantonly offer her sex up to her tireless lover again and again. Her forehoof was a blur of motion, her muzzle ajar in a permanent gasp.

"S-sor... uhn..." Twilight whinny-whimpered unintelligibly, her legs and haunches twitching, her chest inflating as she desperately held her breath. She threw her horn back, droplets of sweat dripping from its tapered tip just before it ignited into a burst of reflexive magic that kept Soarin's snout pressed firmly against the spasming unicorn's sopping sex, whilst she came so... fucking... hard.

Struck dumb, the three visitors from the future watched the two passionate ponies in silence, unable to tear their eyes away from the frantic lovemaking and not wanting to spoil the mood with unnecessary commentary. For Twilight, watching the scene was like a bizarre, but very erotic out-of-body experience; it was both extremely embarrassing and exciting to see herself engaged in these acts from the outside in. For the other two mares, it was an eye-opener in an entirely different way. They finally saw Twilight - whom both of her friends had considered chaste, naive and foal-like - as the sexual creature she was. Perhaps not as experienced as either of them, but not entirely oblivious..

Their attention was being diverted a bit, though. It became impossible to ignore the fact that the world of memories around them had begun to darken ominously, the resolution of the landscape fading outside of the self-absorbed little bubble that existed around the two mile-high lovers.

The rest of the world pretty much ceased to exist for them, which was reflected in Twilight's memories.

A hyperventilating, twitchy Twilight still hadn't quite recovered when Soarin' came to stand over her, but she kissed him back affectionately nevertheless. She could taste herself on his tongue, a naughty little detail that rebooted her brain, helping her to return to the land of the living. Lovingly, obsequiously, she cleaned his muzzle, which was matted not only with her arousal, but also smeared with his own seed; a fact that would have given many a lesser stallion pause.

"Um... can--can we do it again?" Twilight then inquired, beaming in a shockingly inappropriate, adorable manner. She felt something graze her tummy - something hot and firm and throbbing, suggesting that an encore was, indeed, an option.

Moments later, the basket suspended beneath the unpiloted balloon was swinging rhythmically again. Twilight was reclining, all four of her limbs beneath her. Her slender frame was rocked by the audible impacts of Soarin's powerful thrusts, her cutie mark rippling with the wet slaps of flesh again flesh. This was not slow, sensuous mating any longer - this was plain, unbridled fucking; two ponies riding each other, pressing and rubbing their bodies together solely for the pursuit of pleasure.

"Darn, pony-girl," Applejack murmured, unable to keep her muzzle shut any longer. "Held back much?"

Twilight shrugged. "Eeyup."

Eventually both sweaty, worn-out ponies collapsed into a heap together, their sides heaving. And so they stayed for a while, their breathing moving in and out of sync. A very sated Soarin' protectively spooned with his first mare, his flaring member remaining locked inside of her while they exchanged fond little love-twitches, until he seemed to nod off, drooling slightly into her silky mane.

With monumental effort Twilight raised her head, the tendons in her neck trembling. She really wasn't used to such strenuous activities. The spent stallion behind her was too zonked out to notice anything, but still the cautious mare glanced over her shoulder to check. With some effort, she mustered the magic needed to slowly, haphazardly drag over the book she had brought along. Narrowing her eyes, her horn sparkling slightly, she managed to extract an aged piece of parchment hidden between the pages, as well as a quill. Twilight crinkled her brow in concentration; the fine movements required taxed her waning strength and presence of mind. In mid-air, before her weary, half-shut eyes, the feather-pen, with a flourish, marked a particularly big checkbox on the piece of paper, just as she felt a softening Soarin' slip out of her, followed by a flood of watery, diluted pegasus-cum that ran down her rear and drenched her poor tail.

"C-check..." Twilight murmured, before laying down her head and closing her eyes in post-coital bliss.

Click for the uncropped, explicit version. Very NSFW.

The bright memory faded around the three mares, leaving them blinking as their eyes had to readjust to the dim lighting in the library. All three were predictably affected by what they had witnessed - even Rarity could not pretend to remain aloof. Near the end there, it had become nearly effortless to share in Twilight's past feelings, thoughts and emotions; the stream of stimuli going from sporadic flashes to a near-continuous flow.

As a result, there was a lot of audible breathing, blushing, nervous fidgeting with manes and involuntary haunch-rubbing going on in the darkened Ponyville library, where the ambient temperature seemed to have risen mysteriously.

"Sooooo. Anyway," Applejack broke the silence in a slightly unsteady voice, "Now we know y'all didn't just make him up, that colt of yours. But what happened to him? To... you two?"

A melancholy smile replaced the nostalgic-but-embarrassed one currently gracing Twilight's muzzle. "He's fine..." she answered vaguely.

As an avid reader of a plethora of gossipy magazines, Rarity could easily guess what had happened next. "After he joined the Wonderbolts," she said hesitantly, "I remember there being a lot of rumors. About him and that famous model from Fillydelphia. And then the scandal with the two noblemares from Prance..."

Twilight hung her head.

"Think I get the picture, Rare..." Applejack said flatly. She glanced at her sulking friend with a sympathetic expression. "Remind me to kick him where the sun don't shine, I ever see him," the wrathful earth pony said, only partly in jest.

"Please don't do that," Twilight said, aghast, but laughing a little, too. "I... don't actually think those stories were true. He was too much of a kind-hearted goof to be half the Casanofoal those rags made him out to be. It's just... well, he was accepted into the Wonderbolts and that meant his life got very hectic. He started traveling a lot. As for me, I was still studying magic and assisting Princess Celestia. We managed to meet a few more times, but it was clear our relationship was never going to move past a platonic, long-distance, sporadic sort of thing. In the end, we sort of both decided that... that wasn't what we wanted. We said... we'd still be friends."

"Riiight," Rarity said, pouring all of her doubt and disdain for that idealistic concept into a single word.

Twilight let our a humorless laugh and then fell silent for a while, smiling in spite of the tears that were welling up in her eyes.

"He actually sent me one last letter," she recalled, "Shortly after he was off on his first tour of shows across Equestria. He thanked me. For helping him pass his classes, and for giving him the confidence he needed to fulfill his lifelong dream, that day." She took a deep breath, blinking away the irksome moisture clinging to her eyelashes. "I was... am... happy for him."

"Still gonna kick 'im..." Applejack grumbled obstinately, though she honestly admired Twilight for being able to forgive the philandering pegasus. It was exactly this naivety that made her feel so fiercely protective of the unicorn, though. He had made her cry..

Her brooding was interrupted by Rarity, however, who posed a pertinent question:

"Perhaps we ought to postpone plotting our revenge on the colts who have wronged us until after we decide who should go next?"

"Oh, there once was a lady, and so I've been told,
Whose lover grew weary, whose lover grew cold.
"My child," he remarked, "though our episode ends,
In the manner of men, I suggest we be friends."
And the truest of friends ever after they were --
Oh, they lied in their teeth when they told me of her!"
- Dorothy Parker, "Fable"

OMAKE:

Soarin': "MY CREAMPIE! *om-nom-nom-nom*"