Tags: TSxRD, TSxPPxRD, voyeur, breast expansion, bushy, futa

“Howdy, Twilight!” Applejack called as she stepped into the library.

She was met with silence.

“...Twilight?” She looked around the tidy book-filled shelves. “Spike? Oh wait, he's at Canterlot doin' somethin',” she muttered to herself, closing the doors behind herself. Then out the corner of her eye, she noticed a blur of purple at the top of staircase. “Oh, there y'all are—“

“Shhh!”

Applejack blinked. “Rari—?”

“Sshhhh!” she hissed more urgently, before curling her finger in a “come here” gesture and disappearing back over the edge of the stairs. After a couple seconds, Applejack shrugged and began walking to the stairs, pausing to set down her basket on the central table. She was only halfway up when Rarity reappeared. “Sssshhhhhh!”

Applejack gaped in indignation, holding out her hands. 'What?' she mouthed. Rarity pointed down towards her boots and disappeared again. The farmer could only sigh before moving on, making her steps slightly more quietly.

When she reached the top, she was met with the sight of two girls peeking through a cracked-open doorway at the end of the hall, Rarity leaning over from the right, and Fluttershy kneeling on her hands from the left. She stepped quietly towards the pair until she was close enough to whisper.

“Alright, what in tarnation is going on around here?” she asked. Fluttershy's head spun in a whirl of pink hair, revealing her flushed face, while Rarity just gave her a deadpan look before turning back to the crack. Then she heard a throaty moan through the door. Her jaw dropped. This was Twilight's bedroom.

“What are you two doin'?” she hissed, trying to keep her voice down. “Peepin' on Twilight like a pair o' schoolgirls?

Before either of them could answer, there was another sound, this one a squeak. Applejack's fury immediately evaporated. She'd heard that very squeak before: in a bar a couple weeks ago. Wordlessly, she knelt down, pushed Fluttershy's wings out of her way, and set her gaze through the crack in the doorway.

She didn't have the best view as the door was well below the ledge the bed was on, but she could still see Twilight. She had her pleated skirt on, and it was long enough to cover her even while she was kneeling over, but her dress shirt was unbuttoned and hanging open, leaving her C-cup breasts in easy access of the bed's other occupant.

Rainbow Dash muffled another squeal by reaching up to catch Twilight in another open-mouthed kiss, which she readily accepted. Twilight's curled hand dug more furiously into Dash's groin, her shorts and panties out of the the way over her knees. Her body arched into Twilight's grasp. Her hands eagerly groped at the mage's hanging breasts, still in their bra, before her hands wormed up Twilight's sides, under her open shirt. In a few seconds, the bra sagged, and Rainbow began to tug it off until she hit a snag: the straps couldn't get past Twilight's sleeves.

Twilight pulled back from the kiss, leaving strands of fluid between their mouths. She giggled and withdrew her fingers from Dash's snatch. Leaning more heavily on her other elbow, she snapped her soaked fingers, causing her bra to vanish and reappear over the end of the bed in a flash. Though Rainbow let made a disappointed grunt when the fingers left her, she quickly shifted down the bed until her face was even with Twilight's hanging boobs. Without hesitation, she gripped Twilight's sides and buried her head into her cleavage. Twilight couldn't help but laugh as Dash rubbed her face into her swinging breasts, but her laughter soon turned to moans as Rainbow, her eyes shut in bliss, latched her lips onto one of her nipples.

Slowly, Twilight shifted her weight off of the other girl, leaning on her side while Rainbow continued to suckle devotedly on her nipple. “Mmmm... Rainbow,” she cooed. “You know we have to finish soon, don't you? We still have that picnic coming up, and who knows when our friends will get here?”

Back behind the door, Rarity, Applejack, and Fluttershy all blushed self-consciously.

Rainbow, meanwhile, only responded by letting go of the nipple, dragging her tongue down Twilight's breast, across her sternum, and up to her other nipple before latching onto that one.

Twilight let out a longer coo of pleasure. “You make a strong argument,” she sighed peacefully. “Alright, we'll do it your way. In the meantime...” She snapped her still-wet fingers.

No one could tell what she did at first, but Dash was the first to notice. Feeling something odd, she paused her suckling and opened her eyes. Twilight's boobs were growing. She didn't remove her mouth, but remained still as if hypnotized by the swelling flesh. She brought her hands up to Twilight's breasts, cupping them, feeling them expand. Eventually, she let go of the nipple with a pop and moved her head back for a proper view of the expansive bust, just as the growth ceased. Now they were the size of volleyballs, beating out even Pinkie's massive funbags.

There was a pause as Dash beheld the wonders before her, before she squealed and stuck her face back into Twilight's cleavage; cartoon hearts wouldn't have looked out of place flying from the points of contact. Twilight just responded in blissful moans as Rainbow's hands danced over and mashed into her flesh. Dash quickly discovered that there was plenty of room for her to fit both hands around one breast, which she eagerly did as she brought her lips to its nipple and sucked harder than ever before. Twilight wrapped her arms around Dash's multicolored head and held her in place.

“Huh,” Applejack muttered. “Had no idea Dash liked boobs so much.”

“Darling, you didn't even know she was attracted to other women until just over a week ago.”

She rolled her eyes. “Still.”

“Maybe because she doesn't have much of her own—eeep!” Fluttershy squeaked, clamping a hand over her mouth.

“Fluttershy!” Rarity gasped.

“I'm sorry, I didn't mean to say that!” she whimpered. “Her size is fine! And they're perky, so—eeep!” Her face was tomato-red in embarrassment by now.

“Hang on, don't tell me your barn door swings that way too!”

“Applejack!” Rarity hissed. “It's perfectly fine and healthy to admire another woman's figure! There's no need to bring such accusations into it!”

“Hey guys, why are you whispering, is it about what's going on behind the door, what's going on behind the d—OHMYGOSH!!”

“AAAUUUUUGGGHHHHHH!!!"

The picnic wound up being a rather awkward, silent affair. The voyeurs were discussing various topics with unnatural loudness, trying their hardest to divert attention from what they had witnessed. Rainbow sat off to the edge of the picnic blanket, nibbling at her sandwich moodily and only responded to the others' queries with monosyllabic grunts and answers. Twilight was the most unperturbed, being more annoyed than anything; occasionally, her hand would rub at her now-normal breasts, massaging the nipple Rainbow had bitten in her shock.

Pinkie Pie, however, had the oddest change. Since they left the library, she hadn't said a word, just staring wide-eyed into space with a bright red blush. Anytime Twilight or Rainbow came into her field of view, she would squeak and immediately look away. No one could deny how disturbing it was for Fluttershy to be more talkative than the usual party animal.

It was around the time Fluttershy brought up the new family of raccoons she'd started housing for the third time that someone snapped.

“For fuck's sake, Pinkie! Say something!” Rainbow yelled, throwing her hands in the air.

“Wh-what?” she squeaked, her head snapping towards Dash and instantly away.

“'What' doesn't count!” Rainbow snarled, flying into her vision. “Seriously, stop weirding us out!”

“What?”

“Rainbow...” Fluttershy started.

“English, Pinkie, do you speak it?” Rainbow went on.

“I—Yes?”

“Then you know what I'm saying!”

“I guess...?”

“Then say something!”

“What?”

Dash landed, grabbed onto Pinkie's shoulders, and started shaking her. “Say 'what' again! Say 'what' again! I dare you, I double dare you, Pinkie! Say 'what' one more time!”

“...Wh—?”

A pink aura shoved the two apart before the shouting could escalate any further. “Okay, seriously Rainbow,” Twilight said. “Pinkie being quiet is weird, but it's no reason to go crazy on her.”

“Well she was asking for it!” Rainbow snarled, stepping forward before Applejack grabbed her shoulder.

“C'mon, Sugercube, simmer down, will yah?” she said. “'Sides, you can't rightly blame her for askin' when you were just shoutin' at her about not talkin'.”

“She was asking for it by her constant annoying what, what, what!” She mimed Pinkie's voice cruelly.

“Rainbow, please!” Rarity sighed. “You're acting even more unreasonable than usual, and that says a lot!”

“Oh, I'm being unreasonable, Miss Prissy Pants?”

“Um,” Fluttershy muttered, “she's kind of right, Rainbow...”

Suddenly, Twilight snorted and doubled up in barely contained laughter. Everyone stopped to look at her.

“What's so funny?” Rainbow snapped, redirecting her anger.

“Sorry, sorry,” Twilight wheezed. “It's just... you are acting grouchy, and I'm pretty sure I know why.”

“I'm not being grouchy!”

“Oh?” Rarity asked, ignoring her. “Then by all means, do enlighten us, Darling.”

Twilight stifled a few more giggles. “I recognize her behavior; I went through it several times myself before I learned to cope better. I even snapped at the Princess a couple times.” She looked down, blushing. “Thankfully, she was really understanding.”

“Dangnabbit, Twi,” said Applejack's exasperated voice. “If you know it so well, why don't you just tell—oh no,” she sighed.

“What?” Rarity asked her.

“Considerin' our other night out, where d'y'all think this's headed?”

“Headed—?” She stopped, and then held her fingers to her forehead in resignation.

The other three just look confused, or increasingly annoyed, in Dash's case. Fluttershy spoke up. “Um, what...?”

“She's got blue balls,” Twilight stated. “Or whatever it's called for girls.”

They were all silent for a few seconds; Twilight, Applejack, and Rarity with varying mixes of amusement and exasperation, Fluttershy bright red in embarrassment, Rainbow bright red in indignation, and Pinkie...

“Snrk,” she snorted, covering her mouth in her hands. She quickly lost the battle, dissolving into lighthearted peals of laughter. “That's—hee hee—that's actually *snrk* really funny!” she giggled, before falling on her back into the grass, clutching herself in leg-kicking laughter.

“You—!” Rainbow snarled, before stopping. Watching Pinkie rolling on her back in honest, childish laughter was making it hard to stay mad at her. She let out a deep sigh, her wings folding up.

She felt a hand on her shoulder. “It's alright, Dash,” Twilight said reassuringly. “I understand. As I said, I went through it a few times myself, and trust me, I could get really bad.”

“How bad?” Applejack asked.

Twilight gave her a small, embarrassed grin. “Do you really want to know?”

“Yeah!” Pinkie said enthusiastically as the other girls leaned in. “Tell us! Tell us!”

She looked around bashfully. “I flipped off Princess Celestia, once.”

Jaws dropped. “Whoa, whoa, whoa!” Dash guffawed. “You actually—the Princess? You?”

“Her back was turned.” She rubbed her own shoulder shyly. “Basically, I spent a little too long at the barracks during lunch one day, and nearly forgot I had a lesson with Princess Celestia. I shoved the guys off,” (Fluttershy and Pinkie flushed, but remained enraptured) “grabbed my clothes, and ran through the castle grounds, still dressing myself. I had to stop at my room to get my books, scrolls, and the rest, and on the way to the Princess's chambers, I tried a speeding spell on myself. I wasn't as experienced back then, and I was still running on panic, so it failed, and I ended up tripping and spilling everything I was carrying.

“By the time I finally got there, well, you can imagine my state: horny, tired, panicking, frustrated, generally really stressed out... When I walked in, she pointed out about how I was late. She was both concerned about my break of habit and glad that I found something worth being late for, but I didn't realize that at the time. Without thinking, I just blew her off; I don't remember what I said, just how sarcastic I was. It only got worse from there.

“The entire time, I was impatient and snappy. The lessons she was trying to teach me didn't make sense; my fingers were twitchy, so my notes looked like scratchy scribbles; and my magic kept fizzling out even when I was trying something basic like Wind Reader's Aerodynamic Flow Samophlanger...”

At the the others' blank looks, she coughed. “...So I wasn't doing so well. And I took it all out on her.” She sighed, digging her face into her palms. “Oh gosh, looking back now, I can't believe Celestia didn't banish me right then! I was such a brat! I kept talking like it was her fault I couldn't figure out the new theories, blaming her for distracting me by looking at me too hard or just standing there!

“Eventually, she decided I needed a break. Instead of listening to her, I just yelled at her some more about how she obviously didn't think I was good enough for this lesson. We went back and forth until she told me how it was natural for a developing girl like me to gain rebellious thoughts...”

“Wait, 'developing'?” Applejack repeated. “Just how old were you?”

“Sixteen, and—“

“You were sleeping with men when you were sixteen?” Rarity asked, aghast.

“Looks like I'd better not mention my first time,” she muttered darkly. “The recruits started around that age too, and I usually stuck to the half plus seven rule."

"But that doesn't even—"

"Anyways,” she went on, “when Celestia said that, I was just speechless with rage. By the time I could think straight, she'd turned her back on me, and I... yeah. And she caught me.”

“Oh no!” Rainbow laughed, throwing her head back.

“Yeah, just as I was doing it, she looked back at me. She saw my finger, and I've never seen her look so surprised before, or since. As soon as I realized I'd been caught, I finally regained my senses.” She shoved her face back into her hands. “I couldn't believe the way I'd been acting! I was so sure she was going to chop my finger off and mount it somewhere, or banish me to an underground prison on the other side of Equestria, or do something even worse!

“But she just laughed,” Twilight softly chuckled. “She said it'd been so long someone had ever done that to her—at least in her presence. Eventually, she managed to to calm me down enough to tell her the full story about what I'd gone through. The full story.”

“You mean Celestia didn't know...?” Applejack asked.

“She suspected, but she respected my privacy... at least up to the point that it was interfering with our time together. After that... well... let's just say Celestia began educating me on a new topic.”

“A new...” Dash mouthed. “You scored with the Princess?” The other girls had similar expressions of disbelief. Twilight just giggled bashfully.

“Oh, wow,” Pinkie said, looking down. “Princess Celestia does... sex too...”

“What?” Rainbow asked. “Is the Princess getting laid so hard to believe?”

“Well, Darling,” Rarity said, “you must admit, it's difficult to imagine such a being as Princess Celestia involving herself with such carnal desires.”

Twilight snorted, getting a few odd looks.

“Um,” Pinkie piped up before anyone could follow up. “Can I ask you girls a question?” They nodded, looking at her. She began twiddling her fingers in a very un-Pinkie manner. “Have the rest of you ever... you know... before?”

There was a few astonished looks exchanged before Applejack raised her hand. Rarity soon followed, and slowly, a heavily blushing Fluttershy as well.

“Oh wow. So I'm the only one...”

“Wait, you really haven't...?” Rainbow asked.

Twilight rolled her eyes. “I think her reaction earlier made that pretty obvious. But it's weird,” she said, looking directly at Pinkie. “At first, I thought you, out of everyone here, would have the most sexual experience.”

“Yeah, totally,” Dash agreed.

“Girls, please,” Rarity admonished. “There's no reason to shame her over this.”

“Hey, we're just saying.”

“It's okay, girls,” Pinkie sighed. “It's just that... I always thought of sex as being something only adults do...”

“Pinkie Pie,” Rainbow deadpanned. “I hate to break it to you, but you are an adult.”

“But I still like doing kiddy things!” she protested. “Like birthday parties! And hopscotch! And drawing coloring books with crayons! And making balloon animals! And stuffing myself with huge ice cream cakes! And trick-or-treating on Nightmare Night! And—!”

“Pinkie! Sugarcube!” Applejack interrupted her, chuckling. “It's alright! You don't have to stop doing kiddy stuff before you do adult stuff! Wait...” she said. “Is this the reason you never want to come drinking with us?”

“Uh, maybe?”

“Hah! Seriously?” Rainbow laughed. “C'mon, Pinks, we go on pranking sprees together all the time, and you can't say that's not kiddy! But do you see me holding back from 'adult' stuff?”

“I... guess not...”

“Then there you go!” She leaned back casually, her speech done.

“Oh...” Pinkie looked back down at her fingers. “So do you think I should try it?”

There were a few coughs. “Well,” Rarity started, “only if you want to. No one's making you do anything you don't feel comfortable with.”

“Yeah,” Applejack agreed. “And 'sides, it ain't something you ought'ta jump right into. It'd better be with somebody y'all can trust.”

“Okay...” There was a few seconds of silence. Then her eyes darted at Twilight, and quickly away.

It didn't go unnoticed. “Good choice, Pinkie!” Rainbow said loudly, waggling her eyebrows. Rarity and Applejack shot her glares while Pinkie blushed furiously

“But-But... Aren't you and Twilight, you know...?” she squeaked out.

“Oh, no,” Twilight told her. “We're not dating or anything like that. We're just friends who have sex on the side.”

“Awesome sex!” Dash added.

“Then...”

“Actually,” Twilight muttered, “it's getting kind of late. We should wrap up.”

Looking up, the others finally took notice of low the sun was.

“Aw, dammit!” Applejack sighed as she stood up. “I gotta get back to the farm and help Big Mac sort the last harvest.”

“Oh, yes,” Fluttershy said. “I promised Angel Bunny I'd be back by four.”

“Hah!” Rainbow laughed. “I don't have anything to do!”

“If you're bored...” Applejack grumbled, rolling her eyes.

“Well, girls, this has certainly been a delightful afternoon,” Rarity said, neatly piling her plates into her basket.

“Oh, yeah,” Rainbow snickered. “I'm definitely remembering that little story. Maybe the next we meet the Princess...”

Twilight shot her a flat glare. “Oh, and I was just considering inviting you back over to help you release that pressure, but...”

“I'll be good!” she quickly protested. “I'll be good!”

“Glad to hear it. Are you coming, Pinkie?”

Pinkie froze. “You— I— Really?” she squeaked. She looked at the other three girls, who'd paused their packing, as if for advice.

Eventually, Applejack shrugged. “It's your call, Pinkie. I personally would've suggested a guy, but...”

“Again, there are toys and spells for that.”

“As long as you aren't too rough on her,” Rarity said. “I hardly think what you did to Dash would be appropriate for her first time...”

“Please, I'm no one-trick-pony,” she waved dismissively.

“She really isn't,” Dash agreed, nearly drooling. “C'mon, Pinks,” she said, flapping into the air and grabbing on to Pinkie's arm. “You won't regret this.”

She giggled with both anticipation and nervousness.

Pinkie just held her hands behind her back as Twilight locked the bedroom door. The librarian turned around and, along with Dash, looked at her with a hungry gaze. She giggled anxiously. “So, um... what fir—mmph!”

In a blink, Twilight had crossed the short space between them, threw her arms around Pinkie's shoulders, mashing their breasts together, and... set her lips on Pinkie's in a surprisingly gentle kiss.

There were a few confusing seconds before they parted, Pinkie staring at Twilight with a deep red blush. “You-You kissed me?”

“Oh come on!” Rainbow shouted.“Don't tell me you're a kissing virgin on top of being actual virgin!”

“Rainbow,” Twilight chided her.

“Well I... I mean... I didn't think...” she stuttered, as Twilight waited patiently. “I didn't know you wanted me as a... as a girlfriend...”

Twilight chuckled softly. “Kissing doesn't have to be about romance. For example...” She leaned back in. This time, Pinkie accepted it, the breath flowing over her mouth, the soft, warm lips, the hand rubbing her back soothingly, another stroking her cheek... Her eyelids drooped.

Then it was over. “Didn't that feel fun?” Twilight finished, pulling back.

Pinkie breathed heavily. “Oh wow... That was a... really different kind of fun.” She giggled. “I think I like it.”

She smiled. “Glad to hear it.” She moved back in, tilting her head. Pinkie met her again, but to her surprise, Twilight's mouth was opening. Her tongue darted out and swept across Pinkie's lips, before capturing them in her own.

Pinkie's eyes fluttered again as Twilight's tongue forced its way into her mouth. She contemplated the intruder curiously, then tried sucking on it.

Twilight giggled, the vibrations from her throat buzzing into Pinkie's mouth. Twilight's tongue began prodding her own, until she caught on and started poking back at with hers.

Pinkie was concentrating on the kiss so intensely, she didn't notice Rainbow Dash creeping up behind her until she reached around and grabbed onto her funbags. She flinched, jerking away from Twilight's kiss and inadvertently banging her head on Rainbow's nose.

“OW!”

“Ohmygosh! I'm so sorry, Dashie!” she squeaked.

“Rainbow,” Twilight sighed. “This is her first time, remember? If you can't go easy on her...”

“I was going easy! I only grabbed her tits!”

Twilight just shook her head in exasperation and pulled Pinkie back into another open-mouthed kiss. She caught the hang of it more quickly this time, eventually poking her tongue into her mouth, which Twilight seemed to thoroughly enjoy. She felt Rainbow touching her again, but it was lower this time, right underneath the swell of her breasts. She tried to focus on the sensations of kissing Twilight while the hands crept upwards, gently massaging her flesh. She shuddered.

Suddenly, Twilight pulled away again. Pinkie blinked in confusion as the other girl started moving down, her head dropping past her boobs, stopping at her stomach. She was kneeling now, grabbing the bottom of Pinkie's frilly shirt, and slowly peeling it up.

Pinkie was shivering with nervousness as Twilight exposed more and more of her belly. Her shirt was rolled up to the bottom of her boobs, and Twilight... suddenly shoved her face into her belly button and blew a huge, noisy raspberry.

She gaped, her knees buckling as she started laughing. She would've fallen over if it weren't for Rainbow's weight behind her and her grip on her boobs.

“Twilight, what—?” Rainbow started, but Twilight ignored her, continuing to rub her face into Pinkie's belly button. She flicked her hands, and feather-like auras extended from each of her fingers; she immediately set them to work on Pinkie's exposed sides, doubling the intensity of her laughter.

“Hahahaha! Please! Stop it! Stop it!” she cried, starting to kick her legs. Rainbow just shrugged and began lowering Pinkie to her knees, then moved her hands to Pinkie's armpits, ticking her there, and adding her wingtips to Twilight's fingerwork.

“I can't breath! I can't breath! Hahaha!” Pinkie squealed. “Uncle! Uncle!”

Eventually, Twilight backed away, followed shortly by Rainbow, leaving Pinkie to collapse on her back, wheezing heavily. Twilight giggled. “The Tickle Treatment:” she explained, “guaranteed to eliminate all traces of nervousness.”

“Oh, so that's what you were doing,” Dash said.

“Just a trick Celestia used on me our first time.”

“Well... *hah* it really worked... hee hee!” Pinkie giggled, before she sat up, grinning eagerly. “Okay, all better now! So what's next?”

Twilight just snapped her fingers. Pinkie floated off the ground and drifted up towards Twilight's bed, the other two following on their feet. As soon as she was in position, the magic aura disappeared, dropping her, still giggling, onto the mattress on her back. She tilted her head up to see Twilight and Rainbow climbing the stairs, pulling their shirts off. Her giggles ceased.

They crawled onto the bed, Twilight on her right, and Rainbow on her left, and as one, began to peel her frilly shirt off the rest of the way. She raised her arms, allowing them to slide it off her head, and as soon her arms were free, she used them to try to hide her expansive bust, even though it was still covered by her bra. It was Rainbow who grabbed her arms and pulled them out of the way, before leaning forward to kiss her on the lips.

Pinkie blinked. She hadn't really paid attention to how Twilight tasted, but now she wished she had. At the back of her mind, she'd always thought that Rainbow would taste like Skittles, but what she was tasting was more... sour. And salty. She felt disappointed that for all her confectionery experience, she couldn't put any words to it, but decided to start focusing on kissing back. Dashie was a lot more eager than Twilight had been, that was for sure.

When she pulled back, Pinkie looked at her contemplatively. “You need a breath mint,” she finally announced.

Rainbow's face fell, while Twilight almost collapsed in laughter. “I told you it wasn't just me!” she said.

“Yeah, yeah, laugh it up,” she grumbled, before moving back down. Pinkie looked down, and blinked. While Rainbow had been kissing her, Twilight had somehow removed her frilly bra, leaving her top completely exposed.

As soon as she realized this, Rainbow and Twilight simultaneously began rubbing her bountiful breasts with one hand each and her shoulders with their other hands. “Oh, wow,” she gasped, and quickly began moaning in pleasure. She let out squeaks as their fingers pinched her nipples, Rainbow occasionally tugging hers up and releasing. Soon, they leaned down and took her nipples into their mouths, suckling. Pinkie's moans grew louder. “Oh my gosh, you guys,” she sighed blissfully. “This feel sooo good.”

Twilight pulled back, smacking her lips. “It's going to get better.” She straightened up and unhooked her own bra, pulling it off. Pinkie stared transfixed at Twilight's exposed bust. She leaned forward, over Pinkie's head, and she responded by reaching out with her hands. Rainbow had now taken over both of her boobs while Pinkie grasped Twilight's.

“I've never felt anyone else's before,” she breathed, squeezing. They felt firm—much less soft than hers, but pleasant in their own way.

Twilight just grinned softly at her, lifting her own hands to guide Pinkie's to her nipples. Pinkie shuddered at how hard they were. Twilight leaned further down, and Pinkie opened her mouth in anticipation of tasting one of those pointy nipples. Instead, Twilight's lips met hers in another kiss.

While mildly disappointed, she didn't hesitate to return the kiss furiously, taking note of the taste this time. Sweeter than Dashie, somewhat like grape. Or berry? No, definitely grape.

When Twilight pulled back, her curiosity overcame her and she asked, “What do I taste like?”

Twilight and Rainbow paused, looking at each other. “Bubblegum?” Twilight suggested. “No...”

Rainbow popped her lips off Pinkie's right breast. “Cotton candy.”

“Oh yeah, definitely cotton candy,” Twilight agreed before shimmying down, off the bed. Pinkie watched curiously, and then gasped. Twilight was plucking her socks off, then she pushed down her plaid skirt. She looked up at Pinkie, making sure she was watching, and grinned at her. Her fingers pulled at the edges of her simple lavender panties for a few seconds, then she slid them down, exposing her moist slit and perfectly-maintained patch of pubic hair. Pinkie couldn't stop staring at Twilight's entirely naked body.

Soon, Twilight crawled back onto the bed, to her legs, and began peeling her striped stockings off. Pinkie gasped, moaning at the sensation. It was funny; she pulled off her own leggings every day, but when someone else was doing it...

All too soon, it was over, and Twilight reached up for her frilly skirt and started pulling that off too. Pinkie raised her hips hesitantly, letting it slide off her ass. By now, Rainbow had backed off and started undressing herself, but Pinkie remained fixated on Twilight's actions. Her skirt was now off her feet, and Twilight straightened up to give Pinkie one last reassuring look. Pinkie's arms twitched, but she suppressed the urge to cover herself.

Finally, Twilight leaned down and slid her fingertips under the sides of her balloon-patterned panties. Slowly, she dragged them down, exposing her wet lips and a mass of deep pink, curly hair.

“Whoa, you don't shave?” Rainbow chuckled, stepping out of her shorts.

Pinkie blushed. “I've never really thought about it...”

“It's okay, Pinkie,” Twilight reassured her, resting a hand on her thigh. “You look beautiful.”
She lowered her head, breathing in Pinkie's scent. “Though you should start,” she added. “It's more hygienic.”

“Okay... EEP!”

Twilight had squeezed a fingertip into Pinkie's folds, and started twitching it. “Oh my gosh, this is— Eee!”

Rainbow laughed, now naked as well, and crawled back over Pinkie's bountiful bouncing boobs.

Pinkie shuddered at the naked body pressed against her side and the returning attention to her breasts, as well as the sensations of Twilight's finger squirming inside her. She had no idea having something inside her could feel so amazing. Then a second finger squeezed in alongside the first, stretching her untouched walls. She gave up all attempts to speak coherently and dropped her head onto the mattress.

It only got better; soon, there was a third finger, and she could feel a breeze down there, both warming and chilling her. Then there was a quick lap at her clit. She cried out in pure pleasure, arching her back, trying to shove her crotch further into Twilight's grasp.

There was a faint giggle, and the fingers withdrew. Before she could gather enough of her senses to protest, Twilight spoke: “Oh, you're definitely ready.”

She wasn't quite sure what happened next except that it completely blew her mind. She could feel a pair of lips against her lips, a wet, slobbering tongue digging into her wet, slobbering folds. The texture—not quite rough, but not quite smooth either—rubbed against her flesh in all the right ways, wriggling into places she never even knew she had.

Meanwhile, Rainbow was still playing with her boobs, stroking them, squeezing them, massaging them, while she alternatively sucked, lightly gripped, and tugged up on them with her fingers and mouth.

She felt Twilight's teeth scraping against her clit, and then everything disappeared into white, pleasure-filled noise. She couldn't even feel anything anymore—just that wonderful tingling feeling pouring through every inch of her body.

Eventually, she felt herself slowly drifting back to earth. As she blinked the stars out of her eyes, she wondered how long she'd been out. Groggily, she lifted her head, and stared.

Long enough for Twilight and Rainbow Dash to start playing with each other. They were seated facing each other, their legs spread out, wrapped around the other's waist. Rainbow was leaning back on both arms, while Twilight only used one, the other hanging onto Dash's shoulder. Rainbow's wings flapped sporadically as they both gasped. Pinkie propped herself up on her elbows for a better view. Their pussies were grinding against each other, making Pinkie think of the sight of two mouths kissing, but infinitely naughtier.

“She's finally up,” Rainbow noted, grinning.

“Mmm,” Twilight moaned in acknowledgment. A few thrusts later, she disengaged herself from Rainbow, turning to fully face Pinkie Pie. “Just in time, too. I was worried you were going to miss the big finish,” she said huskily.

“The... big finish? You mean there's more?” she squeaked.

Twilight just smiled, and reached out into the air with her left hand. In a blink, a purple blur zoomed from somewhere into her grip.

“What's that?” Pinkie asked, sitting up. There were a bunch of black straps, but that long purple part looked kind of like...

Dash grinned at her. “That's the strap-on.”

“Strap-on?” she repeated. “Isn't that what...” She trailed off as Twilight slid it on, tightening the straps in various areas and tucking the loose ends away. Her lips remained exposed, and the purple, sparkling extension now definitely looked like...

Her jaw dropped. She couldn't spread her legs quickly enough.

“Ooh, eager,” Rainbow chuckled, moving behind Pinkie. She pressed herself against her back and gripped her arms below the shoulders. “Just wait,” she breathed into her ear. “It gets better.”

Pinkie couldn't imagine how much better it could be, until Twilight snapped her fingers. Suddenly, the black straps seemed to fade away—no, more like sink into her flesh. The eight-inch purple phallus was changing, gaining a more skin-like texture and complexion, except for the smooth, pink head.

She was aware that she was drooling, but she couldn't bring herself to care. A tiny part of her was scared, but a way, way bigger part of her wanted that in her right now.

Twilight moved forward, stopping when her new penis was inches away from Pinkie. “Do you want this?” she asked. “This is your first time, and it's going to hurt.”

“Yes! Yes! I want it!” Pinkie groaned. “I don't care if it hurts! I want you to—!” Her breath caught in her throat. “I... I want you to... to f—“ her face scrunched up in frustration. She could feel the other two leaning in closer. “F-Fuck me!” she finally burst out. “I want you to fuck me, now!”

Twilight nodded silently, and thrust forward, her head meeting Pinkie's lips. She groaned as Twilight prodded at her, wetting herself in the abundant juices, until she starting sinking it in.

Pinkie gasped. She thought Twilight's fingers and tongue had been amazing, but this... It was so hard, spreading her despite the resistance of her tightness. It was warm; she could feel it throbbing with Twilight's heartbeat. It hurt, but more than that, it felt amazing in every way. Then she winced.

Twilight leaned into her ear. “Take a deep breath,” she said. Pinkie obeyed, and threw her arms around Twilight's shoulders, mashing their breasts back together.

She thrust forward. Pinkie let out a quick squeal and clutched at Twilight hard. She squeezed her eyes shut, trembling. Rainbow was rubbing her shoulders while Twilight stroked her lower back.

Eventually, the pain faded enough for her to realize how full she felt. Twilight's dick was fully hilted in her, pulsing like a real living thing. She shuddered some more. “Go on,” she said weakly.

Twilight started to pull back. Pinkie whimpered, impulsively not wanting her to leave, but that ended when she thrust back in. “More,” she gasped. Twilight obeyed, quickly settling into a smooth rhythm of thrusting back and forth. Pinkie groaned, wrapping her legs around Twilight's waist, while Twilight's hands made their way down her back until they were cradling her ass.

Dash chuckled huskily. “You really love it, don't you?” She shifted her hands from Pinkie's shoulders back to her boobs. Pinkie could only moan throatily.

Twilight gave her a smirk and snapped her fingers again. Rainbow gasped, feeling something thrust into her as well as Pinkie. She quickly realized that Twilight had copied the sensations Pinkie was feeling to her.

This went on for some time: Twilight smoothly fucking Pinkie—and by proxy, Rainbow—guiding her with her grip on her ass, slowly gaining speed; Rainbow humping back at a non-existent lover, her wings shivering, her hands clutching at Pinkie's breasts and occasionally twisting to grope at Twilight's; and Pinkie crying out nonstop as she lost herself in the sensation of being pressed on both sides by two warm, naked bodies, receiving the best, and first, fuck of her life.

Eventually, Pinkie recognized that warm feeling from earlier, but this time, she could feel it coming before it hit.

“Twilight,” she breathed. “I'm going to... burst... again.”

“Mmm,” she responded. “Try to hold it in. We can come together.”

Pinkie squeaked out her assent, trying to hold back that oncoming sensation, but it was hard. She might as well have been trying to stop the ocean's tide. “I'm sorry, I can't—!”

Twilight suddenly picked up her pace, starting to slam into her. She squealed, feeling it rush at her even harder, until she screamed in bliss, that pleasure overwhelming her entire body once more, but this time, she retained some coherency. Rainbow was moaning into her shoulder, her grip on Pinkie's boobs unbreakable. Her inner walls were pulsing, milking Twilight's cock for all it had, and it answered. Twilight thrust in one last time, and from deep inside her, she could feel warmth spilling out, filling her even further. It squeezed out past Twilight's head, a trickle of warm seed slowly spilling out along her crack.

Eventually, Pinkie began to fall to the side. Twilight and Rainbow went down with her, still hugging onto her tightly. “Mmmmm...” she moaned. “That was... really fun...” she murmured sluggishly, before her eyelids drooped.

“What did we tell you?” Twilight sighed happily, hugging her around her back. She lifted a hand just long enough to summon a blanket to cover them, rather than pulling one from the bed underneath them.

“Best... fuck... ever,” Rainbow yawned, one of her wings reaching over the other two, under the blanket.

Pinkie couldn't agree more. She snuggled into their mutual grip, and felt Twilight's softening dick squirm in her, along with her cream filling. She never pulled out—she was going to be fucking Pinkie in their sleep. With that last, giggle-worthy thought, she drifted peacefully into her dreams.

Author's Note

I have a test that I should really be studying for, butt fuck it. (Some other chapter)

Bit of a ret-con: at first, humanized pegasi weren't going to keep their wings, but I changed my mind. Maybe I'll go back and give Dash wings in the first chapter, maybe not.