Derpy sat on the giant Alicorn sized bed, with her herdmates around her as she began her confession before they had sex. That is if they still wanted it after they found out the truth about her. Her wings shook with a nervous anticipation as she started, “Well you see there’s more to me than meets the eye. I guess before I tell you girls everything I should show you first.”

With that she closed her eyes in concentration, and a liquid like shimmer like ripples in a pond flowed around her forehead as a horn slowly sprouted like the capture motion films of watching grass grow. In a matter of seconds an alicorn sat before them, the same height, the same everything. Except for a rather enviously, prominent horn that had sprouted from her head.

Twilight looked at the horn, and feeling her own, shorter horn frowned slightly before asking, “Bwha hu! But … how … when … what?!”

“I’ve always been an alicorn. Technically I’m Celestia and Luna’s third cousin twice removed on her father’s side. Although I’m several centuries younger than Luna,” Derpy replied.

“Several centuries?” Dinky asked, “So that means your super old right?”

Derpy laughed at her daughter’s innocent question, “Yes love, I’m super old. Do you still find me attractive?”

“Yeah huh! This means that one dream with you being a Princess is real right?”

“Well I don’t know if our herd will include Luna, and I very much doubt that it’d include a giant gummy bear eating out her pussy. But other than those, yes I suppose that dream can be a reality,” Derpy giggled.

Dinky started bouncing around screaming “Yes!” Like Twilight Sparkle when she got excited. Derpy laughed at the sight and looked at Twilight and Sweetie, “So what are your thoughts?”

“Why did you keep it a secret? And does this mean you’re a princess as well?” Sweetie asked.

“No I’m not a princess, I chose many millennia ago, or was it centuries? When you live in multiple points of space-time, or dimensions where time move differently your sense of time goes out the window. As for why I kept it a secret, well, it’s just that I love living among normal ponies.

“When you’re at the top, it gets rather lonely, ponies put you on a pedestal so high they can never touch you. But as a normal pony I can see problems as they start up, and sometimes I’m lucky enough to stop it, other times all I can do is simply stand by and watch. But at least I have a sense of freedom.

“My special talent is fate related. I see various points in time, other realities, even entire planes of existence and I can travel to those places. Bringing or taking things with me, or even manipulating fate by giving it gentle nudges. Like with what I did for Spike and him ending up with Cheerilee.

“But the problem with that is, ponies think I’m omnipresent the few times I let my powers be known, or thought I could do anything I wanted. But the truth is, there are so many things that can or can not happen, are happening, or will happen all at once that things can slip my sight.

“That and even though I can help start, or create journey by manipulating fate, which is what my special talent is. I can only do so much, so it’s easier to pretend to be normal, and it accepted that I’m not perfect. Rather than be thought of perfect, and prove ponies wrong,” Dinky related. It was a painful subject, and one that brought to mind many millennia of suffering and loss. As she ended that explanation tears had started forming around her eyes, slowly leaking as they grew to many to contain.

Her herdmates gathered around her and hugged her tightly, “I’m sorry I didn’t mean to make you cry,” Sweetie said herself starting to tear up.

“It’s not your fault Sweetie, it’s just a lot of memories,” Derpy whispered before melting in the embrace of her fillyfriends.

“Well. I understand what that’s like. When I became an Alicorn it took a lot of convincing them that I wasn’t perfect. Even know ponies still don’t get that I’m just a pony,” Twilight said.

“Yeah, ponies are weird like that,” Derpy said, “But I have all of you, and you’ve loved me for me. That means a lot more than I can ever say.”

“We’ll always love you. We might’ve ended up in each other’s lives through strange means. But it was destined that we ended up together as lovers,” Twilight said.

It didn’t take much adjusting to get used to Derpy’s newest appendage, while it was strange seeing it upon her head. It seemed to accentuate her natural beauty rather than make her seem strange. Even if it did make the three unicorns in the room slightly jealous of it’s girth and size, Derpy looked at her lovers and said, “How about me and my muffin and you and your lover have sex. Then we can switch it up if you’d like?”

Twilight looked into Sweetie’s eyes and nodded her consent. As Twilight magiced Sweetie into her embrace and alternated between gentle kisses and deep Prench kisses. Derpy lay beside her daughter and looked lovingly into her eyes, “Are you ready for this love? We don’t have to do this tonight if you aren’t ready.”

Dinky shook her head and said, “I’ve been wanting to make love to you for ages, I want to make love to you tonight. If that’s okay with you that is.”

Derpy answered by deeply kissing her. Derpy’s wings grabbing Dinky’s rearlegs and rubbing them sexually. Each time they rose up the tips of the primaries teasingly grazed Dinky’s pussy eliciting a purr of pleasure.

The shuddered moans and throaty hums from Twilight and Sweetie Belle adding onto the excitement. Derpy’s experienced hoof kneaded the Dinky’s muscles easing away the tension as she slowly moved from kissing Dinky to giving her tongue massages along her neck. Inch by tantalizing inch she moved lower and lower. Easing Dinky’s body up with her wings with holding her closely with her forehooves.

Twilight at this time had moved from kissing Sweetie’s lips to sucking on her horn. The velvety fine hairs on the skin of her horn standing on end as Twilight traced Sweetie’s horn’s grooves with her tongue while taking the horn into her throat. Before pulling out while sucking greedily on the horn.

Sweetie’s mind had gone blank and was filled with a buzzing euphoria that erupted throughout her mind at Twilight’s horn play. Soon she was flipped around just as Derpy was about to eat out Dinky. Sweetie found her head held between Twilight’s thighs while Twilight’s lips were hungrily lapping on her netherlips.

Then she found herself lost in bliss as Twilight dropped her pussy onto Sweetie’s horn. The moist, clenching tunnel, greedily trying to pull the horn deeper into Twilight’s body. As Twilight’s tongue lanced deep inside her pussy. Their hips bucking at each other. Twilight’s to burry Sweetie’s horn deeper into her, while Sweetie bucked to get more of Twilight’s tongue as far into her pussy as possible. Within seconds both of the lovers had become lost to each others body and didn’t know where one ended and the other began.

Meanwhile Dinky was wondering if this is what Elysium was like as her mother’s tongue targeted out her G-Spot and her wings grasped her horn. The wings methodically masturbating her horn while Derpy’s tongue alternated between flicking her G-Spot and sucking as much of her clit into Derpy’s mouth as she lapped up her gushing juices. Just as she was about to cum out both ends her mother pulled back and asked huskily, “Want to feel what it’s like to have a colt bits deep inside you my love?”

“YES! PLEASE YES! JUST FUCK ME!” Dinky yelled, her mind having long since lost any semblance at logical thought. All she knew was she trusted her mother, and she wanted to experience everything Derpy could give her.

Dinky saw her mother’s horn glow around the pussies of the three virgins in the room, and spread their pussies part before a golden ball fell into each of them. They let out a simultaneous orgasm as they felt every part of their pussies being stimulated, “That was a spell to break the hymen and work out the muscles so your first times being penetrated won’t hurt. Now for you Dinks, I’m going to stuff my muffin’s muffin.”

With the spell she read about and heard about in school Dinky saw Derpy’s sexy filly bits morph into a well endowed piece of stallion hood. Derpy readied her cock into Dinky’s folds and asked, “Are you sure you want this muffin?”

“Yes mommy! I’ve never wanted anything so bad in my life!” Dinky yelled needily.

“Say ‘fuck me mommy! I want your delicious cock in me!’” Derpy said feeling her cock slide out of it’s sheath and tease her daughter’s slit.

“Fuck me mommy please! I need your yummy colt meat in my pretty filly pussy!” Dinky cried passionately.

Easing in slowly she saw her daughters abdomen bulge from Derpy’s girth, “Just let me know if this uncomfortable okay?”

Dinky nodded while mewling softly. Given the go ahead she slowly slid her massive cock until she grazed the cervix earning her a surprised yelp from Dinky who moaned, “Don’t stop!”

Mentally marking the spot where she needed to stop, she pulled out slowly and thrusted herself back in. As she slowly built speed to a comfortable rhythm Dink’s body was pushed and pulled by the rocking motion as her pussy did everything it could to hang onto the cock filling her. She felt a strange mixture of fullness, raw euphoric joy, and need as her mother’s cock pierced her and rocked her filly world.

The feeling of her walls stretching as Derpy’s head caressed every part of her inner walls, to the rocking motion Derpy’s thrust gave her, was an indescribable experience of raw pleasure. Derpy on the other hoof was fighting to keep control. It had been several generations since she had a cock, and it was using all of her concentration and a bit of magic pinching the tip of the cock to keep her from busting her load into Dinky before Dinky could have her first real orgasm.

Derpy was amazed at how soft, tender, and utterly bewitching her daughter’s pussy was. It’s sensual grabbing of her cock was the greatest sexual feeling Derpy had, had in a long time. Not even her the fathers of Amethyst Star and Dinky compared to Dinky’s loving snatch. But she was pulled from her revelry as a primal scream of sexual release ripped from Dinky’s throat as her pussy gripped viselike around the penis wedged deep within her.

It was at that moment Derpy released her control and coated Dinky’s womb with her seed. Twelve years of held back sexual need burst into Dinky filling her up with colt juice until her stomach bulged. Just as Derpy was about to pull out Dinky said, “Bright Eyes, mommy, don’t pull out. Fuck me till I can’t hold any more. Please?! I need more of you in me.”

With a grin Derpy complied, not bothering to keep herself from cumming, she thrust herself ever faster into daughter’s pussy. The mixture of her cum along with Dinky’s made the sensation around her cock that much more arousing making her rock hard instantly. Dinky let loose panted groans of lust and desire with each thrust of Derpy’s cock. Over and over again Derpy orgasmed into Dinky until her stomach was expanded to it’s limits, giving her to look of being eleven months pregnant. With her cock lodged within Dinky, holding herself in against the pressure threatening to blast the cock out she grinned at Dinky’s sweat drenched body.

“This is as much as you can hold honey how does it feel?” Derpy asked.

“A-bucking-mazing!” Dinky moaned,” mommy, is this what I’ll look like when I have a baby?”

“Yes it will. Although we don’t need to rush into that right now sex muffin,” Dinky cooed.

Derpy looked at Sweetie Belle and Twilight who were looking at them with large, wonderfilled eyes, “Do you two want some of this in you?” Derpy asked saucily. To which they both nodded.

Waving Sweetie Belle over she said, “You’ve been a good filly how would you like a little treat?”

“YES!” Sweetie screamed hungrily looking at the sex drenched cock before her.

“Okay love, put your mouth near Dinky’s tasty pussy, and when I pull out put your mouth over it. And drink up as much as you want, me and Dinky’s love is your love too after all,” Derpy said stroking Sweetie’s mane lovingly as Sweetie bent over. Sweetie licked Derpy’s cock, giving it gentle kisses as she moved down to Dinky’s waiting pussy. Sending shivers of delight up Derpy’s body, which made Dinky shiver in response.

As Sweetie made it to Dinky’s pussy and wrapped as much of her mouth around where Dinky and Derpy met. Derpy pulled out, and giggled as Sweetie’s mouth bulged from the amount of filly and stallion cum entering her mouth. She backed up and watched with adoration at the sight and sound of Sweetie greedily drinking as much as she could. Although it seemed all too soon before she pulled off and had a wave of cum coat her face. Which she used her forehooves to slather her coat with.

As Sweetie Belle and Dinky started kissing, both Dinky and Derpy’s combined taste mixed with Twilight’s pussy flavor on their tongues as they explored one another’s body as Derpy made her way to Twilight.

Twilight looking at the cock before her felt her wings twitch in a way that made her shiver with anticipation. She reached at and longingly stroked it with her feathers. Derpy’s cock still sensitive from Dinky’s marvelous pussy twitched hungrily as her back arched from the soft, sensual caresses of Twilight’s primaries fondling her. Twilight meanwhile guided the cock into her and gasped as she felt herself penetrated.

It was a feeling so much better than a magic dildo or even the real dildos she had hidden in her room. The thick, meaty, warmth that filled her pussy and filled her grasping walls was something that she never imagined filling her body. As Derpy thrust into her a guttural moan escaped her, mixing to the melodious moans of Dinky and Sweetie Belle as they suckled each other’s clits.

Derpy gazed at her with lusty, bedroom eyes, as she rhythmically pounded Twilight’s pussy. Able to get deeper into her than she was Dinky, what with her being the age she was. Cooing softly in reply to Twilight’s ever building moans of sexual release. The repeated magaculation of Sweetie Belle had sensitized her walls to the point that each thrust was another brick of a massively building orgasm. As mini-orgasm, over mini-orgasm merged together into one seamless tidal wave of sexual bliss.

While it was nowhere near as long a dicking as she gave Dinky, when they came together after only a few short minutes of rutting, it was just as satisfying seeing Twilight’s afterglow from the mixture of Sweetie’s magic coating her womb to her own seed coating it’s luscious walls.

Derpy finally spent of seed did the counterspell and felt the sexual joy of feeling her cock become a pussy while still deep within her lover’s snatch. Laying next to Twilight she Prench kissed her, enjoying the taste of Sweetie’s pussy still thick on Twilight’s tongue, mixed with her natural flavor. Wings enlocked by their primaries they enjoyed each other’s bodies while their younger mates were still in the throes of their sexual experiences.

Dinky shivered as she heard Twilight’s orgasm echo throughout the room. Moving her head from Sweetie’s snatch, she heard Sweetie whimper as the warm tongue that had been so erotically fulfilling her moved away. Dinky gave her pussy a loving kiss before saying shudderingly as Sweetie Belle continued working away at her clit like a piece of candy, “Hey Sweets, want me to try having a penis to give you like Bright Eyes gave me?”

Sweetie moved her muzzle out of Dinky’s snatch, face coated with her fluid and grinned widely, “Heck yes!”

Moving back she did the spell and was amazed as the tingling in her pussy gave birth to a cock every bit as well endowed as her mother’s. Derpy looked languidly over and said with a laugh, “Like mother, like daughter, huh sex muffin?”

“Mmmhmmm!” Dinky took her cock and rubbed it along the walls of Sweetie’s outer lips, “Do you want it in you?”

“Don’t tease me,” Sweetie cried, “you know I want that cock deep inside me!”

With a teasing grin she slid herself into Sweetie Belle, “Holy Mother of Celestia! This is amazing!” Dinky screamed as she felt Sweetie’s walls grasp her cock greedily.

“Honey love, something I should tell you. Lightly pinch right beneath the head of your cock. That way you don’t cum too early, and you give a nice blast of cum when you release it. At least for your first time, alright love?” Derpy told Dinky.

“Kays,” Dinky replied distractedly as Sweetie gave her plot a little shake drawing a surprised gasp from Dinky and a purr of happiness from herself.

Quickly grasping her head with her magic she kept pressure on it as she copied what Derpy did and started with a slow tempo, and built up speed as she lost herself inside Sweetie’s pussy.

Sweetie Belle arched forward, wrapping her forelegs around Dinky’s neck as she angled herself for deeper penetration. Her pussy only taking in a third of Dinky’s cock before she could take any more. Each thrust of her lover’s cock sent new waves of pleasure as just as with Twilight’s her previous partners magaculation had sensitised her walls and made each thrust that much more magical. She was shocked when Derpy and Twilight joined them for a moment as they took to either side of Dinky and kissed each other around Dinky’s dick. Alternating between masterbating her dick with their tongues and thrusting their tongues into Sweetie’s cum drenched pussy bring both fillies to new levels of orgasm.

At the height of Dinky’s first orgasm from her colt bits her magic sputtered out filling Sweetie’s womb with cum. Before passing out on top of her lover. Sweetie just laid there reveling in the warm, fiery goodness of Dinky’s sperm inside her and the micro humping Dinky did as she breathed in slumber. Derpy carefully laid Dinky beside Sweetie Belle, as Twilight lay on her other side, and there they lay together happily. Their first act of sex as a couple truly was every bit as magical as they hoped and looking at bed thoroughly drenched in cum, with the smell of their sex hanging thickly in the air like incense those still awake laughed in pure joy at the evidence of their lovemaking.

Author's Note

Holy frak. 12 chapters in to get to the actual sex with the character. This was actually very fulfilling to make. Took me about four hours to write this chapter and get it feeling right, but it was well worth the wait on holding off to write the sex scene in this fic. It felt more right, to me at least when I had them fuck each others brains out.