Twilight sighed as she flew through a cloud, following Rainbow Dash's lead on their latest session of flight training. She could feel the slight dampness of the cloud's moisture on her fur and feathers, and then she was back in the open sky, following her friend's toned ass. This particular session was to practice using Rainbow's wake to keep herself in the air longer without flapping her wings. It probably would have been useful, were she a pegasus, but her alicorn body had noticeably larger dimensions than Rainbow's. Even with tight-fitting workout clothes, Twilight could feel the air resistance on her breasts, and the exact point on her wings, just past the main joint, where her friend's wake ended.

"Rainbow!"

Dash turned in midair, flapping her wings more slowly as she lay on her back to get closer to Twilight. Twilight, for her part, had no idea how Rainbow managed to do this particular trick, but she had no intention of trying to figure it out. She had learned her lesson the hard way with Pinkie Pie.

"Can we land? My wings are getting tired."

Rainbow rolled her eyes and nodded. Both mares tilted, and Rainbow flipped over as they aimed for a nearby hill. They had ended up slightly farther outside of Ponyville than originally intended, but they were still close enough not to worry. Twilight sat down on a nearby rock, while Rainbow took the chance to do some stretches. Twilight stared at the prismatic pegasus, enjoying the free show as she did a few of her own stretches. Rainbow bent over, touching her hooves, and her tail twitched as a soft breeze blew past.. Sure, Rainbow had the smallest assets of their little group from years of heavy physical activity, but her incessant need to do better had given her a lithe, powerful form, and while the main effect of that was her sculpted flanks, her bust still couldn't be considered small. Twilight stretched her wings to their full span as Rainbow arched backward, unintentionally showing off the true size of her chest as several small pops emanated from her spine, and felt a familiar burn in her loins. It had been close to a month since she summoned Long Shot, and while her mind had been clear and more accurate than ever, she could feel old habits and insecurities returning.

In the days immediately following Long Shot's amazing display of sexual pleasure, Twilight had found herself doubting her work significantly less, and had spent considerably less time redoing mistakes, both in her research and experiments, and in her duties as Princess. She had quickly come to the conclusion that finally satisfying her carnal desires had relieved her of a significant level of stress she hadn't even realized she had. Now that those desires had begun to return, however, she could tell that the stress was coming back, and that it was affecting her work. She stared at Rainbow's ass some more as the pegasus bent over again, mentally going over her schedule to find time to summon Long Shot again. The rest of her current day was filled, due to more law proposals and Pinkie throwing a birthday party for one of the mares known collectively as the Flower Trio(she couldn't remember which one). She hummed as her brain automatically went over the following few days, and then she remembered something as Rainbow sat down to stretch further, blocking the view of anything really interesting.

We have a sleepover planned in a few days. I wonder how the girls would feel about getting their own itches scratched....

She got back up and stretched her legs out, reaching her arms up to loosen her entire body for the flight back. As she relaxed, she caught a flash of Rainbow looking back at her in what the pegasus must have believed to be a surreptitious manner. Twilight smiled to herself and pretended not to notice, storing the information away for later. She let her arms fall back down, and rolled her neck to get a crick out. Rainbow stood back up, smiling in her usual smug fashion as she fluttered her wings, obviously ready to get back in the sky.

"You ready to go now, Princess? I'm barely exerting myself, here. I'm gonna need some serious exercise after this, just to not feel weird later. I wanna get back and move fast as soon as possible."

Twilight giggled and nodded.

"Alright, alright, Rainbow, I get it, I'm slow. I have only had these wings for a little while, though, you know. You can't reasonably expect me to have even a hope of keeping up with you right now."

Rainbow chuckled back.

"Yeah, but I can expect it of you unreasonably, though, can't I?" With that, she took off straight up, leaving Twilight behind to catch up. The purple princess rolled her eyes, then began flapping her wings to follow her speedy friend. As she flew back over the city, she returned the waves of several pegasi she passed, following the rainbow streak that marked her friend's path. Finally, the streak turned down, and Twilight relaxed her posture, gliding the remaining distance to the gym's entrance where they started, Twilight focused on the distance between herself and the ground, determined to get the landing right. She quickly calculated her distance, velocity, and stopping power, and pulled up at precisely the right time, flaring her wings and coming to a complete stop inches from the ground. Her hooves clicked lightly on the ground as she landed in front of Rainbow Dash, and she folded her wings as she stood up straight again. Rainbow had her eyebrows raised in a rarely-seen impressed expression.

"Wow," she said, "I don't think I've ever seen a landing that clean before. Of course, I've never seen myself land, either, but seriously, that was pretty awesome. Especially considering your usual attempts."

Twilight gave her an unamused expression.

"And how many times have you crashed into somepony's house, again? Including my library?"

Rainbow looked away and scratched her neck.

"Ehhh.... Let's not worry about the details. Nice landing."

They both entered the building, and went straight to the locker room to retrieve their regular clothes. Twilight, however, noticed how wet her fur was with sweat. It reminded her vaguely of being soaked with jizz, but the protein-heavy cream had been a far more enjoyable sensation on her coat than the slick, grimy feeling of sweat plastering her fur down in random clumps. She glanced over to a doorway in one wall, which led to a public shower area. She bit her lip as old beliefs came bubbling to the surface.

I can't shower in public! Everypony will be able to see me, and they'll probably think of me like that every time they see me!

Who cares? You said you were tired of holding back, so let go! This is your chance to start really breaking those old chains!

But what will they all think? I'm a Princess, now, I can't just go around showing myself off to whomever I want. And what would Celestia think?!

Celestia would think that it's about time you started coming out of your shell. And you aren't showing off, you're just showering, same as at home, but out in public. If one of the mares here happens to want a peek, then you are serving your subjects by giving it to them. Simple as that.

But-

IF YOU WANT TO TALK ABOUT BUTTS, YOU GET IN THAT SHOWER FIRST!

As Twilight's newly-aqcuired confidence made its point, and her self-doubt shut up, Twilight took a a deep breath and grabbed the second towel she had brought from her bag. She put the rest of her things back in the locker, and locked it before walking towards the showers. Rainbow's ears perked towards her, and her friend cocked her head in confusion and curiosity.

"Where are you going?"

"To the showers," Twilight replied more smoothly than she thought she would. Rainbow held back a snort, and her cheeks bulged with barely-contained mirth. Twilight cocked an eyebrow at her. "What?"

Rainbow took several deep breaths, not wanting to get thrown out of the gym again for 'disturbing other patrons'.

"Twilight, I know you've been a lot more on your game lately, and your confidence has gone through the roof, but come on. You never use public facilities. You won't even go to the bathroom outside of a private residence! You only managed to not go bonkers at the spa because nopony else was there, and we both know it." She grinned smugly at her purple companion, showing off a few teeth as she did. "I'll bet you won't even get past the door."

Twilight's lip curled as she heard the word 'bet', and her ears perked.

"Oh really? And what would you be willing to bet?"

Rainbow's expression fell for a moment, not expecting Twilight to gamble with her on this, but her grin came back in full force as her amusement returned.

"Okay, Princess. I'll bet that you freak out and run back out of the showers before you're done rinsing yourself. If I win, I get to reorganize the library for a week..."

Twilight's face changed to one of utter horror.

"... and if you win, I'll wear lingerie and a nightgown to the sleepover instead of my usual lounge outfit."

Twilight's changed to one of amusement.

"Alright, Rainbow, but I have one thing to add."

"And what might that be?"

"If I win, you also have to ask out a pony you like, while wearing that outfit." Now it was Twilight's turn to grin smugly as Rainbow narrowed her eyes in consideration.

That's a high price to pay, if she wins.... But really, what are the odds? She's way too uptight to really go through with this. And watching her squirm after I rearrange the library will be hilarious. Not to mention sexy, with the way she wiggles when she knows something isn't how it should be.

Her confidence of victory reassured, Rainbow grinned again.

"Alright, Twilight, I agree to your terms."

They shook hands, and Twilight spun around, marching purposefully toward the showers. As soon as she crossed the threshold, she tossed her towel over one arm, and began moving to an unused shower head as she pulled her top off. Her breasts spilled out as she pulled it over her head, and hung it on a nearby hook, along with her towel. She then slipped off her training shorts, revealing her ass to all. She closed her eyes once the shorts were also on the hook, and took a deep breath as her Self-Doubt came back, and brought Paranoia along with it.

Do you see what you're doing right now?! Every mare in this room can see you! They can see all of you!

Yeah, and most of them probably hate you, too! 'Well why does she get to be a Princess, and I don't?' 'What makes her so special?' 'I'd like to slap that smug bitch.'

Twilight turned on the water as her throat went dry, and the first cold blast hit her as Confidence returned, driving the souped-up steamroller that Meticulousness owned. Fire spewed from the elongated exhaust pipes as the machine bore down on the two nay-sayers.

OUT OF THE WAY, FUCKERS! WE HAVE A BET TO WIN!

Yeah! There is no way I will allow Rainbow Dash to mess with even one shelf of that library!

Self-Doubt and Paranoia ran screaming back into the corners of her mind, desperately trying to avoid the steamroller, and Twilight took a deep breath to calm her nerves. She then grabbed the bar of cheap soap the gym provided for each head, and began lathering herself with it. As she went over her breasts with it, she suddenly remembered the feeling of Long Shot's tentacle between them, sliding up and down as she sucked on it. Her wings flared slightly, and she shook her head as she finished putting soap on herself. She then scrubbed herself down, taking care not to pleasure herself here, and she took another breath to calm herself as she bent over to get her legs.

Rainbow, meanwhile, was staring slack-jawed at her friend cleaning herself. Twilight hadn't been made aware of it yet, but bending over with her wings half-flared was one of the most blatant displays of 'come fuck me' that existed in the pegasus body language, and said ass was currently directly facing Rainbow.

Oh, wow. It's times like this I wish I had a camera on me.

Twilight straightened back up, though, and Rainbow suddenly realized she was almost done. Utter horror began to creep over the pegasus as she suddenly understood the full ramifications of her bet.

I'm going to have to wear some girly thing to our sleepover, everypony is going to see me on the way there, and then I'm going to have to ask Twilight out! Sure, there are some pretty hunky stallions around, but Twilight is the only pony I've ever really been romantically interested in! Oh this is going to go so bad, so fast! I have to do something! Quick!

As she came to this conclusion, however, Rainbow found that she was too late. Twilight was already finished. The purple alicorn turned off the water, then used a spell to remove the water from her pelt before wrapping the towel around her body to cover herself. As she walked past Rainbow, who was too stunned to move, she put a hand on her statuesque friend's shoulder and grinned.

"Looks like you have some clothes to pick out, huh, Rainbow?"

She then walked back to her locker, put on the pair of jeans and v-neck t-shirt that she had brought with her, and headed back home. Rainbow, meanwhile, stared at her hands in abject terror for several seconds after Twilight's departure, then zoomed out of the gym at full speed, grabbing her things on the way. She sped back to her cloud house and ransacked her closet, desperately searching for the clothes she needed. When it turned out there were none to be found, she whined miserably.

If I don't have any already... then I have to go to Rarity's! Somepony kill me now.

The next day, Twilight woke up slowly. The party the night before had been even more energetic than usual, and her bolstered confidence had gotten her to mingle with more ponies than usual, under the guise of 'getting to know her subjects.' The experience had been enjoyable, but it had also exhausted her. She slowly lifted her head, and forced her eyes to focus on the clock on her nightstand.

Ugh.... Nine thirty? Oh, great. I have half an hour before starting court.

She flopped her head back into her pillow and groaned. She spread her wings wide and flapped them a few times, trying to get her blood flowing and wake up faster. A huge yawn built up in her chest, and she let out a series of small squeaks as it escaped her mouth. Her entire body tensed as her tongue lolled out of her mouth slightly, until the yawn passed and she relaxed. She then rolled out of bed, disentangling herself from the sheets as she did, and used her magic to pull her Princess robes from the closet.

The robes had been a gift from Celestia and Luna, made of purple fabric that matched her fur, with a darker shade on the trim to match her mane and tail. The clasps were made of silver, and fashioned to resemble her cutie mark. She undid her nightgown, allowing the transluscent pink cloth to fall off her, and set it back on the bed as she grabbed a bra and panties from her dresser with her magic, as well. She put her underwear on, taking a moment to enjoy her breasts being squeezed by the bra, and then slipped the robes over her head and adjusted the clasps to sit comfortably on her shoulders. Lastly, she grabbed the replica of her old crown, and set it on her head, just in front of her horn, and hooked the ends of it on her ears so it wouldn't fall off. She checked herself in the mirror once her wings were through their respective slits in the robe and settled, and made a few final adjustments. As a final measure, she cast a spell to clean herself, then another to dispel any lingering scents from the party the night before. Satisfied she was presentable, she made her way out to the throne room to begin her day.

Twilight entered her new kitchen, stomach growling with a demand for food, and looked around. She yanked the cabinets open simultaneously with magic, and began pulling things out one by one to see what was available. Normally, Spike would have already been kind enough to have something ready for her, but Shining Armor had requested the dragon's presence in the Crystal Empire to help thaw out something that was found in an excavation. Fortunately, the day's proceedings thus far had been very reasonable, with a small land dispute involving a well near Dodge City being the most difficult hearing so far. Even that, though, had been resolved fairly quickly.

Either way, however, she had woken up too late to have breakfast, and now she was extremely hungry. As various foodstuffs flew through the air, she picked out ingredients for a multi-flower sandwich, hay fries, and a smoothie. The ingredients were all directed towards their respective preparatory machines, and Twilight sat down at the table while the machines worked. She drummed her fingers on the table, wondering about how much Rainbow Dash was actually interested in her.

She's probably just jealous because of how much I grew. I was about the same size as her, before, so maybe she just wants a bigger cup size, too. Although... Dash does already have an amazing ass. I should know, considering how often I'm following her. I don't think I'd mind if she was interested....

As she was debating with herself whether or not she was interested in Rainbow Dash that way, the toast for her sandwich finished. She used her magic to finish making the sandwich, and floated it over along with her smoothie. She checked the oven timer to see how long the hay fries would take, and started slowly eating her sandwich so she would be done just after pulling the fries out. As she chewed, she felt a tingle of magic in her mind, and heard a voice.

Um, hello? Princess Twilight?

She nearly bounced out of her seat in excitement as Long Shot's voice echoed in her head. She reached out with her magic to the picture, and continued eating as she talked to him.

Hi, Long Shot! I was planning on contacting you later today. How are you?

I'm alright. I was wondering about something, though.

What's that?

A couple friends of mine wanted to come with me next time you summoned me. Is that alright?

Sure. I was actually planning on bringing you here in a couple days, so you could meet my friends, as well. Would that be alright?

Absolutely! I'll tell the others!

Alright, then. I'll see you later.

Twilight smiled to herself as the connection was cut, and chewed a little faster as her imagination began to take hold of her mind. The idea of having her friends meet Long Shot had been exciting enough already, watching as he pleasured each, and then allowing him to spitroast all of them until he drenched and filled their bodies. But now that he was bringing friends, it was even more interesting. She wondered what they would look like. It was certainly possible that they would be growtimps as well, but there were plenty of other species that he might be bringing. She wiggled excitedly as she finished her sandwich and the oven timer went off, and pulled the hay fries out with her magic. She cooled them slightly with a low-power wind spell, then began munching on the delicious, salty snacks. As she did, she fantasized about having Long Shot fuck her again. She wanted her mouth filled with cum again, and she was already fairly certain Rainbow Dash was interested in her. The fantasy shifted to Rainbow being behind her, groping Twilight's breasts while getting fucked in her ass as Twilight took a tentacle in her pussy and sucked another in her mouth. The memory of the tentacle pulsing in her mouth came back, and she sucked lewdly on a hay fry as she imagined the tentacle pulling out, and covering both their faces with semen as their lower bodies were filled. She forced herself to return to reality as she realized she needed to get back to court, and recast her spell to remove the scent of her arousal as she scarfed down the last few fries. There was, unfortunately, still a lot to do before court ended for the day.

As Twilight got up on the day of the sleepover, she could already feel her arousal dampening her legs and sheets. She had dreamed of the coming day's events, unable to stem her excitement and banish the sensual ideas from her mind before bed. She quickly took off her nightgown, and pulled the sheets off the bed, sending them down to the laundry room to be cleaned later. Once those were taken care of, she moved to the bathroom and stepped into the shower. She turned the water on, setting the handles to the perfect positions before moving under the stream. The warm water soaked through her coat quickly, and she was again reminded of being covered in jizz as she turned around to wet her wings. As the water continued streaming down her body, she thought about her plans for the evening.

Obviously, it would be a few hours before her friends came over, but she would need to summon Long Shot and his friends earlier, so she could learn about them and decide how to introduce them. As she lathered herself with soap, she thought about Rainbow Dash again. She hummed for a few seconds, then decided that if Rainbow asked her out for their previous bet, she would use it as an excuse to bring Long Shot and his friends in. Otherwise, she would just have to shift the conversation slowly over to boys and sex in order to get her friends comfortable with the idea. Really, she wasn't worried. There was a small enough population of stallions in Ponyville that almost every mare had trouble finding someone they really wanted, her own circle included. She scrubbed herself down as she ran through her fellow Element bearers.

The only one she was really concerned about was Fluttershy. The poor mare would be liable to faint at the mere mention of a penis, let alone being gangbanged by tentacles. Rainbow might be a little unsure at first, but would need a minimal amount of prodding to agree. Pinkie would probably jump right in(literally), as she did with everything else, and Applejack probably wouldn't mind hanging her hat up for a while. Even Rarity was unlikely to refuse, even with Spike's interest in her. In fact, this evening might be just what was needed for her to start thinking of Spike in a more... intimate manner. Feeling a little physical attention could be just the push required to get her to start really thinking about a serious relationship. She rinsed her fur out, making sure all the soap was off her before grabbing the shampoo and starting on her mane and tail.

She decided that her plans for the evening weren't a big mistake, and started planning for the events leading up to and following the main group activities. She would need to make sure there were plenty of fluids to be had, since it was likely that one or more of her guests for the night would need drinks. She would also have to put out the pillows and blankets in the main common room, since she was fairly certain that no ponies would be conscious for very long afterward. Really, she was just glad that the new palace even had a common room she could use for just her friends. Her time in Canterlot Palace had given her worrisome thoughts about her new palace when it first appeared, but those fears had long since been allayed. She let the water run through her mane and tail, taking the suds and dirt with it as it spiraled down the drain.

She turned off the water, and stepped out into the relatively roomy bathroom. It was easily twice the size of her old bathroom, with plenty of room to stretch her wings and shake them dry. She had quickly discovered, after acquiring them, that her wings secreted an oil similar to that of other pegasi, making the feathers water-resistant and easy to dry. It didn't work as well against cum, but she didn't mind. She grabbed a towel off the rack, and began drying off. Most unicorns simply used spells to clean themselves or dry off most of the time, but she enjoyed the water in her fur, and drying off with a soft, fluffy towel. Once she was satisfied she was dry, she grabbed her favorite brush and began pulling through her mane, straightening out the curls and knots caused from rubbing the towel over herself. She then went through her tail, swishing it to make sure it was fully untangled, and finally ran the brush through her pelt. The fine hairs of the brush easily moved through her fur, tickling the skin underneath as she made sure every inch of her coat was smoothed and straightened. She gave herself another once-over in the mirror, then walked back to her room to get dressed. Since there had been a need for more guards in the north to make sure the excavation didn't go bad, there still weren't any in the castle, allowing her to move around the palace however she pleased, for the most part.

She looked through her clothes, debating what she should wear. Eventually, she decided to go simple with a pair of sweatpants and her lowest-cut v-neck shirt. The pants were light enough that she wasn't worried about being too hot, and she wanted her freedom of movement until tonight. She would change into something more appropriate for the evening's activities later. She then began setting up for the night. Extra pillows and blankets were brought out from their storage closet, food was prepared, then put in the fridge to keep it good, breakfast and lunch were made and consumed, and the chairs and table in the common room were pushed off to one side to make space for the vehement motions of copulation. She then went through the entire room, and cast anti-absorption spells on every surface. She had needed to look up the spell first, but it would ensure that her floor wasn't permanently stained tonight.

With only a couple hours left until her friends arrived, Twilight went back to her room to change. This time, she decided on a pair of white panties and matching bra, covered with a pink nightgown. She looked at herself in the mirror again, slightly opening her wings to check her back, as well. Satisfied with her appearance, she reached out with her magic to the photograph.

Long Shot, can you hear me?

Oh! Yes! Is it time?

Yup. Are your friends there?

Yeah! We weren't sure when you would need us, so we decided to get together in the morning and just wait.

Well, thank you! Now, have your friends grab the photo as well, and I can bring you all here.

Ok. Ready!

Twilight channeled her magic, and focused on the photo. She could feel them holding it, and began sending magic through the connection. Finally, she called them to her with a surge of magic, and after a bright flash, Long Shot and three others were standing in front of her, all holding the picture of her covered in cum. Before Twilight could really take in their appearances, though, Long Shot spoke up.

"Twilight! It's good to see you, especially after such a long interim." He glanced up and down her body, and Twilight could tell just how glad he was to be back as the mass of flesh on his back pulsed powerfully and a few tentacle ends grew off, showing a preview of what was to come. "You got some really good clothes, too. Anyway, I should probably introduce my friends, first. First, this is Barry. He's an altaclor."

The first being to Long Shot's left, a large, crocodilian creature, nodded in greeting. His head was as big as the rest of his body, and he spoke with a slight lisp, caused by his enormous maw's lack of complex lip control. His skin was bright green, striped lengthwise with darker shades, which matched his swamp-green eyes. Twilight could see things moving around inside his mouth.

"Iss an honor, Pincess. I hope I don' disappoint."

Twilight smiled at him.

"I'm sure you won't."

"Next, this is Jerry, a goruck."

Jerry waved with one of his four arms. He looked somewhat like a monkey, with a flat face, silver fur, and expressive brown eyes. He had three long, naked tails, which Twilight quickly realized were actually tentacles, similar to Long Shot's. They whipped excitedly through the air behind him and he smiled gleefully as he spoke.

"I can't tell you how exciting this is, Princess. Is it alright if I call you that? I know not everyone likes titles, but some folks do, and I really don't want to offend, I mean, this is my first time even going out of my region, let alone the plane, and really, it's quite interesting, but I haven't got a clue what's acceptable and what isn't, and I just really don't want to get sent back, because this is a really nice place, and you're really hot, and oh, crap I just said that out loud, and now I can't stop talking because I'm freaking out, and oh, this is just like foreplay class all over again, and-" He stopped as Twilight put a hand up and giggled.

"It's alright. Just relax, and I'm sure no one will mind."

"You see, Jerry? It's just like I keep telling you; relax and enjoy it, and you'll do fine."

Twilight turned to the speaker, the last of the group, and a slight wave of confusion went through her as she found herself looking at a changeling, minus the fangs and holes. His wings were also larger, and shone silver, rather than green. His frills also had a silver sheen to them, and his chitin was clean enough to reflect the rest of the room. She glanced back at Long Shot, who gestured to the changeling to introduce himself, which he did.

"Greetings, Princess of Magic Twilight Sparkle of Equestria. I am Changeling Prince Reginald Sillen IV of Carnus. I have heard of the activities of the traitor Chrysalis on this plane, so I'll be happy to answer any questions regarding her that you might have. Also, I don't mind simply being called 'Reginald,' if that suits you. Would it be alright if I referred to you as 'Twilight' this evening?"

Twilight's smile grew as she came to the conclusion that Reginald would be Rarity's partner for the evening. It was just too obvious.

"That would be fine. Concerning Chrysalis, though, how is she a traitor?"

Reginald waved his hand almost dismissively, an expression of disgust on his face.

"Several years ago, she and her hive attempted a coup de'tat. They were beaten, then banished. Unfortunately, this was the only plane where the king believed they could be rehabilitated to any degree. Apparently not, however. And to think, she used to be one of the most desirable beings of the realm.... A shame, is what it is." Reginald trailed off, shaking his head, as Long Shot spoke again.

"So, when are your friends coming? We're all raring to go, we just need permission."

"It'll be a little while, yet. I just wanted to go over my plans to introduce you to them, first."

An hour and a half later, Twilight had everything set up for the sleepover, and Long Shot and his friends were waiting upstairs for Twilight to call them. There was a knock on the door, and Twilight opened it to find Pinkie Pie bouncing in place outside, wearing silk pajamas and holding a sleeping bag and two pillows.

"Hi Twi! You ready for a super-de-duper sleepover?" The energetic mare bounced inside as Twilight stepped out of the way, enjoying the sight of Pinkie's bouncing breasts.

"Oh, I'm ready, Pinkie. Don't worry."

"Well that's good, because my Pinkie Sense told me that I'm going to meet new friends tonight, and this sleepover is going to be extra fun!" Pinkie tossed her sleeping bag over the pillows already covering part of the floor, then jumped onto it, using her own pillows as extra cushioning for the landing. Twilight closed the door, brought out the snacks and drinks for the evening, and listened with partial attention as Pinkie rambled about how excited she was to make new friends.

A couple minutes later, there was another knock, and Twilight opened it to find Applejack, Rarity, and Fluttershy all standing outside. They all had on more casual clothes than usual, which they would undoubtedly shed in favor of their normal sleepwear later. She greeted them as they came in, and the three of them unrolled their sleeping bags and sat down as Pinkie began talking their ears off about her Pinkie Sense and meeting new friends. After a few seconds, Applejack looked around and spoke up.

"Hey, where's Rainbow? She sleep in again?" Rarity sniggered behind her hand, and the others looked to her for an explanation. Twilight, however, smiled knowingly as Rarity's laughter faded. "What's so funny, Rares?"

"Well..." Rarity smiled with fake innocence, "let's just say, I happen to know she's having something of a wardrobe malfunction tonight. Apparently, she lost a bet. I'm sure you'll all appreciate my efforts for the outcome of this particular wager, though. We just need to wait for her to show up."

Applejack, Fluttershy, and Pinkie all looked at each other curiously as Twilight knelt down near them.

"By the way, girls, have some snacks. I have some fun plans for tonight, and I don't want anyone getting hungry or thirsty and have to sit out."

The others all gave her questioning glances, but she said nothing and they helped themselves to some food and drink. A couple minutes went by, filled with casual conversation about recent events while they all stripped down to their sleepwear, until an abrupt and insistent knocking came from the front door. Twilight gestured for the others to wait(she had locked the door after closing it last time), and called so the pony on the other side could hear.

"Who is it?"

"You know darn well who it is! Now open the door, will ya? It's getting cold, and I've already gotten a few stares." Twilight and Rarity giggled as the other three mares had mixed reactions. Twilight lit her horn, and opened the door with her magic. As soon as it cracked open, Rainbow slipped inside, slammed the door closed again, and leaned against it with her shoulder. The others all stared as she stepped away and caught her breath. She was, as promised, wearing lingerie, which was a slightly darker blue than her fur, accenting the curve of her breasts and the flex of her ass as she moved. Over the underwear, she had on a transluscent nightgown that shimmered with the colors of the rainbow, matching or contrasting her mane and tail depending on the angle of the light. The effect was powerful, and complimented the already-attractive pegasus' features well. The rest of the group stared as she relaxed and turned around, and she jolted in surprise as she noticed the looks on their faces.

"What," she asked as a blush began painting her face red, "is there something on my face?"

No, Twilight thought to herself, but there will be by the end of the night.

"Sorry, Dash," Applejack said as she shook her head clear from the shock, "we just weren't expectin' somethin' so... well, sexy, to be honest."

Rainbow blushed, and covered her front with her wings.

"The only reason I even thought about wearing this was because of the bet. So can we please just move on?"

"Alright, alright," Twilight clapped her hands to get the group's attention, "we're all very impressed by Rarity's work. So, anypony have any suggestions for what game to play first?"

Pinkie immediately raised her hand and bounced in place on her knees, making her breasts jiggle wildly.

"Ooh! Me! Me! Pick me!"

"Okay, Pinkie, what's your suggestion?"

"I think we should plaaaayyy..." Pinkie reached behind her back, and then pulled out an empty glass bottle with no label or markings on it, "TRUTH OR DARE!!"

Twilight looked at her curiously for a moment, opened her mouth to ask where Pinkie had been keeping the bottle up to that point, then thought better of it. She had learned her lesson the last time she tried to make sense of Pinkie. She looked at the rest of the group to see if anyone would object. When none did, she nodded.

"Alright, then. Looks like it's Truth or Dare first."

The group quickly cleared out a circle in the pillows, and Pinkie set the bottle in the middle before spinning it fast enough to simply become a blur on the wood. After almost a minute, the bottle finally came to a stop, pointing straight at Applejack.

"Okay, AJ! Truth or Dare?"

Applejack thought about it for a moment.

"Truth."

"Alright," Pinkie rubbed her palms together, "how many stallions have you slept with at once?"

Applejack blushed.

"Ain't that startin' off a little strong there, Pinkie?"

The pink mare giggled.

"Sorry. I'm just starting to go into heat, so I'm having trouble focusing on anything else. But I already asked, so you have to answer!"

"Fine, fine. The answer is... three."

The rest of the group gasped in surprise as Applejack folded her arms and closed her eyes. A deep blush painted her face as Rainbow's excitement won out over her own embarrassment.

"Who was it? Huh? Huh? Come on, AJ."

The farm mare shook her head stoically.

"Nuh-uh. I answered the question, now it's my turn."

She grabbed the bottle, and gave it a sharp flick with her wrist to send it spinning. The mares watched it slow down, and finally stop on Twilight. She smiled to herself, and looked at Applejack expectantly.

"Alrigh, Twilight, Truth or Dare?"

"Dare."

The others looked at her with renewed interest. Twilight hardly ever chose Dare, and Applejack's rapidly-widening wicked grin promised a good show, after how confident the newly-crowned princess had sounded.

"Alrighty, then. And since Pinkie's already set the bar, I guess I have to go further, don't I?..." Applejack paused and put a hand to her chin as she thought. She knew she needed to make it a good one, as the possibility of Twilight choosing Dare again was next to nothing for some time to come. Suddenly, she had an idea. A wonderful idea. An awful idea. A wonderful, awful idea. At previous sleepovers, she might not have done it, but Twilight's recent confidence had led to her being much less uptight about a lot of things. Applejack's wonderful, awful idea would have been unthinkable at one point not long ago, but tonight, she was absolutely certain everything would be fine. She could feel it in her hooves, and everypony knew that an earth pony's hooves are extremely sensitive.

"Twilight, I dare you to show us your favorite way to reach orgasm."

Twilight froze, her old habits waging bloody warfare against her new confidence and the careful plans she had made for the evening. Meanwhile, outside the brutal battlefield her mind had become, every eye and ear flicked between Twilight and Applejack, the four remaining friends unsure of what would happen next. Applejack, for her part, was confident of her dare. As the seconds passed, though, she started to worry she may have gone too far. Back inside Twilight's mind, Planning picked up Self-Doubt by the neck and one leg, and threw it off into the dark corner from whence it came. With that completed, Planning activated the Manual Control Console, and resumed the program that had been made previously to be carried out for the night. Just as Applejack was getting ready to apologize, Twilight's face turned sultry and seductive, further throwing the farm pony's judgement of the situation off-balance. Twilight whistled once, a short sound that slurred upward in the most well-known sound of calling that existed. Her gaze remained locked on Applejack, sending a strange chill of unknown emotions down her spine as the princess spoke.

"Okay."

The rest of the gathered friends suddenly felt similar feelings go through them, confusing them just as much while the sound of feet came from the stairs. Normally, the voice Twilight was using would have been considered sexy and seductive. Coming from Twilight, though, it sounded almost sinister. Everyone turned, however, when the footsteps reached the bottom of the stairs. When they saw the extra-dimensional beings standing there, several things happened at once. First, Fluttershy dove behind the couch, shivering in fear, then Rarity grabbed several items from around the room, preparing to throw them, Rainbow and Applejack readied themselves for a fight, and finally, Pinkie jumped forward to the newcomers, bending at the waist to look closely at the slightly shorter guests and semi-intentionally showing off her cleavage.

"Wow! You guys look really neat! Are you from another country? Or are you aliens? Or-GASP!- DID TWILIGHT MAKE YOU IN HER LAB?!"

Pinkie's face was pressed up against Long Shot's in excitement as he shook his head.

"No, Twilight didn't make us. She summoned us. We're from the plane of Lust."

Pinkie fell back onto her butt as realization came over her and the other ponies in the room. Each of them looked over at Twilight, who was still sitting seductively where she was, with a look of desire etched on her face.

"Long Shot, could you come over here? Applejack has dared me to show my favorite way of reaching orgasm."

Long Shot began moving across the room as the ponies returned to their seats. Applejack looked between the newcomers and nervously scratched her neck. When she had made the dare, she had expected Twilight to simply show them a dildo, or something similar. This was not what she had intended.

"Uh... Twilight? I know what I said, but uh... I meant for you to just show us your favorite toy, or somethin'. I didn't realize you had a, uh..."

"Live demonstration?" Twilight grinned as she finished her friend's question.

"Uh, yeah," Applejack nodded, "I think we all get it, though. No need to really get involved, here."

"But you haven't even seen what he can do! Well, alright, since you obviously weren't ready for this, I won't push the issue." Twilight relaxed as Long Shot sat next to her, then continued in a teasing sing-song voice. "You might want to be more careful about your dares moving forward, though. Unless anypony is actually uncomfortable with adding a few players?" She asked the question honestly, not wanting any of her friends to feel like they were being forced into the situation. No complaints were voiced, though, and the newcomers joined the circle, sitting between the ponies. "I believe it's my turn, right?" She gave the bottle a flick, making it spin crazily, and it slowly decelerated until it was pointing at Fluttershy.

The poor pegasus looked wide-eyed at the bottle, then up at Twilight, silently pleading for something less risqué than what had been done thus far. Twilight didn't need to think long before deciding against anything "adult" in nature.

"Truth or Dare, Fluttershy?"

"T-truth. Please."

"Ok. Hmmm.... Oh! Have you ever kissed anypony?"

Fluttershy turned beet red, looked down, and after a couple seconds, nodded. The other ponies leaned in curiously, hoping she would continue on her own, but they all relaxed when she reached out and gave the bottle a gentle spin. It made three slow revolutions, then stopped on Barry.

"U-umm... Ok, Truth or Dare, uh... Oh my goodness, I just realized we never even asked for your names!"

"It's quite alright," Reginald said, "it should make the game a little more interesting if our turns come first. If you all get the bottle to point at us, though, then we'll give our names. That seems like a good sub-game, doesn't it?"

None of the others had a problem with it, and Rainbow's embarassment had been all but forgotten as she accepted the new challenge.

"O-ok," Fluttershy gulped as her nervousness about the situation finally started to subside, "so what is your name?"

"Ah'm Barry."

Fluttershy visibly calmed at the plainness of his name, and continued with the game.

"So, Truth or Dare?"

"Dare."

Fluttershy wrung her hands for a few seconds and licked her lips as she thought of what she could dare him to do. After what seemed like an unnecessarily long time to her, she came up with an idea.

"I dare you to stand on your hind legs until the bottle lands on you again. I mean, um, if that's not a problem...."

"Naw." Barry pushed with his front legs, using his head to give himself the momentum needed to lean back. Once his weight was back far enough, he tilted his head forward again, moving his back legs apart for better stability as he let his weight settle on his tail. His belly was a pale green, and looked as though someone hadn't put enough paint on. "Ah gotta shpin the bottle firsht, though." He dropped back down to all fours, and used his snout to smack the neck of the bottle, sending it slowly rotating. Once it was moving, he stood back up and the game continued.

BIG OBVIOUS WORDS SO YOU CAN SKIP TO THE GOOD BITS LATER.

An hour and a half later, everyone had been introduced, whatever tension there had been was gone, and at some point, Pinkie had produced three bottles of wine from... somewhere. The first bottle was empty, and the second was half-gone. Twilight was feeling the buzz, but she wasn't nearly as bad as the pegasi of the group. Rainbow had easily gone through a third of the first bottle, and once Fluttershy had decided she liked this particular wine, she had kept getting refills, explaining that wine had always helped her relax, it just wasn't typically available, so she always enjoyed it when she could. Barry had not had any, as his biology denied the ability to use a wine glass, but Long Shot, Jerry, and Reginald all had a glass each. Pinkie had a couple glasses, although whether she was feeling the alcohol or not was impossible to tell, and Rarity had only had one, although her usual eating habits made her more susceptible to the wine's effects, as she always ate very little in order to keep her figure. Applejack had refused any, explaining that she still had an orchard to take care of in the morning, and she didn't need the hangover.

"Sssoooo..." Rainbow began as she idly twirled the bottle that hadn't been used for at least twenty minutes, "what elshe are we gonna do?"

Reginald, who was leaning casually against a bookshelf with his hands behind his head, smirked as he took a glance at the pegasus sprawled on her belly. Fluttershy was now laying on her side, using Barry as a pillow, Pinkie was hanging off of Applejack like a poofy pink scarf, Rarity was petting Long Shot like a cat and smiling sleepily, and Twilight had elected to sit in a very terrified Jerry's lap. Before he could say anything, though, Twilight spoke up.

"Well, as I recall, there was another part of our bet that you haven't followed through on yet." She smirked as Rainbow squirmed uncomfortably on the mattress she had claimed. "How about that? Unless, of course, you're scared to go ask someone out right now. I know you don't like wearing sexy things like that." Twilight paused as Rainbow's alcohol-infused brain slowly came to the conclusion she had been challenged.

Yep, Twilight thought, I'm buzzed. That came out with way more hostility than I wanted it to. Looks like it worked anyway, though.

"Scared?" Rainbow questioned indignantly, "I'm not scared! I just, uh, I just wanted to make sure no one else had a better idea, first!" She looked around, and found everyone else shaking their heads. She sighed and sat up. "Fine. I'll ask out someone I like."

Every eye was trained on Rainbow as she stood up, wobbled, and regained her balance. She walked over to Twilight, sat back down, and then spoke with clear nervousness.

"Twilight, would you go out with me?"

Everyone looked expectantly at Twilight, except for Rainbow, who had suddenly found something very interesting about the pillows on the floor. Most were feather pillows.

"I have a better idea. Why don't we stay in?"

Rainbow looked up in confusion just in time for Twilight to tackle the pegasus to the ground, mashing their muzzles together in a sloppy kiss. Pinkie let out a whistle, then the room erupted in noise as Rarity squealed in delight, Applejack laughed hysterically(having already known about Rainbow's crush), and Long Shot and his friends began giving shouts of encouragement. Meanwhile, Fluttershy simply sat and stared at her two friends in awe. She could feel the alcohol in her blood, bringing her own desires up to the forefront of her mind. She had wanted a lover of her own for quite some time, and seeing Rainbow suddenly wrap her arms around Twilight only accentuated her own longing. Of course, even if she had her eye on a couple stallions in Ponyville(which she did), she was far too shy to actually ask any of them out. As she thought this, she suddenly heard Pinkie's voice above the din.

"Come on, Dashie! Crank it up to eleven! She's winning!"

Fluttershy's mind snapped back to the current situation to find Twilight and Rainbow struggling with each other for dominance. Finally, Rainbow decided enough was enough, and grabbed at Twilight's bra latch. At some point, both their nightgowns had been thrown to the side, and Rainbow took full advantage of that, yanking Twilight's bra off entirely. She held it up and laughed victoriously as the room once again erupted with sound, this time cheers. Twilight, however, would not be going down so easily.

"So that's how you want to play, huh? Okay." Twilight's horn lit up, and Rainbow looked down from her standing position as she felt the tingle of magic on her body. There was a small pop, and she suddenly felt much colder as her own bra and panties appeared on the other side of the room. She looked down at herself, realized she was now naked, and did her best to cover herself with her hands as the cheers from a few moments ago suddenly turned to whistles, except for Pinkie's shouts for Twilight to keep going.

"Don't stop now! This is your chance!"

Twilight decided that since none of her friends had made a complaint or left, the only logical choice now was to finish the plan she had spent so much time setting up. She tackled Rainbow again, but this time she used her magic to hold the pegasus' limbs out as she made out furiously with her. Finally, she let up, only to begin moving down Rainbow's body. She kissed down Rainbow's neck, nibbling lightly on her collarbone as she moved down to the prismatic pegasus' perky pink nipples. The group around them 'oohed' and 'aahed' encouragingly as Twilight began licking and sucking at Rainbow's tits. She had always thought Rainbow's chest was a little small compared to her friends, and even most other pegasi, but as she suckled and slurped, she realized that Rainbow's tits were significantly larger than she remembered, and she came to a very interesting conclusion. She pulled away for a moment, letting Rainbow catch her breath, before speaking.

"Rainbow, do you bind your chest to make your breasts smaller?"

Silence suddenly reigned as Rainbow blushed even more heavily than she had been, and she looked away. That was all the confirmation Twilight needed.

"You do, don't you? It's so you can fly faster, right?"

Rainbow pursed her lips, then nodded.

"Well, now. I guess I'll have to enjoy myself while they're free, then, won't I?" She suddenly squeezed Rainbow's breasts hard, making the helpless pegasus gasp as Twilight latched on again, sucking one tit fervently, playing with the other with one hand, and snaking her other hand down to Rainbow's pussy. As she began rubbing Rainbow's labia, she looked around, noting her friends' flushed faces and heaving chests as their own arousals coursed through them. Obviously, they were all enjoying the show as much as she was. A sudden moan from the corner of the room, however, caught everyone's attention. They all looked over, and saw Fluttershy laying on her back, her pants off, with Barry's mouth between her legs. She moaned and whined quietly, with a few louder sounds when Barry apparently found a sensitive spot. Finally, Rarity broke the silence.

"My, my. It seems Fluttershy found a fun game to play, as well." She leaned back and arched her spine, showing off the full size of her bust. "If only I had someone to play with, as well. It's really just not fair that Fluttershy, Rainbow, and Twilight get to have all the fun." She gave an exaggerated sigh and-

Hold on a moment.... Rarity shouldn't be this easy, I don't think. Did I get something wrong? Or....

Pinkie?

Yyyyeeeessss?

What, precisely, was the alcohol content on that wine?

I think... twenty percent? Yeah, that sounds right.

...

You really can't control yourself during heat, can you?

Nope! Hee hee!

Oh well. If you want it that bad, though....

Reginald scooted over to Rarity, and gave an awkward sitting bow before speaking.

"If you'd like, my dear, I would be more than happy to play with you."

Rarity giggled, and leaned against the changeling.

"Hmmm. That would be wonderful, I think."

Reginald(being a gentleling) began with a simple kiss, which quickly escalated as Rarity pressed herself against him.

Seeing the success of his friends, Jerry decided he would finally make a move, too. He rose to all fours, then moved over next to Pinkie and Applejack. The two mares looked at him as he got close, and his resolve began to shatter.

"Umm. I-I-I uhh... Di-did either of you want to, umm... you know, 'play' as well?"

The two earth ponies looked at each other for a moment, nearly making Jerry apologize and back off, then turned back and pounced on him. He squawked in surprise as he was pinned.

Thank you!

Sure. I think the audience would like to get back to the main event, though.

Okay! Bye for now!

Ahem.

Twilight ran her hands up and down Rainbow's front as their friends began accelerating their movements. She smiled down at the trapped pegasus lustily.

"Well, looks like this sleepover was a success. Not everyone is having fun yet, though." She nodded her head toward Long Shot, who's tentacles were fully extended and twitching with anticipation. "You're not going to make him just sit there while everypony else gets fucked silly, are you? After all, that just wouldn't be awesome." She watched as Rainbow's face contorted slightly at the idea of disappointing Twilight and the rest of their friends.

"No, it wouldn't. I can't do much like this, though, so you're going to have to let me up."

Twilight smiled, then released the spell holding Rainbow down. The naked pegasus rolled over, then crawled over to where Long Shot was sitting excitedly. She could feel the alcohol in her system. She knew her usual reaction to having intercourse with a non-pony would be, at best, mild trepidation. Cross-species relationships were socially acceptable, but she had never been interested in anything else. Right now, though, the twelve twitching, undulating, slick, thick tendrils of flesh waving in the air looked pretty attractive.

I'll bet those feel really good. And if I'm right, all I have to do is take those tasty-looking tentacles inside me for Twilight to take a turn, too. Seriously, that egghead must have some good sex spells besides this. That wine is fucking with my brain. Except this fucking will probably feel a lot better than the hangover will. I think it's time for me to really cut loose. Yeah... I want to really give Twi a show.

With her decision made, Rainbow crawled right up to Long Shot's waiting face, then put her hands on his shoulders and lifted her front up, pressing her breasts into his face. She began slowly undulating her torso, feeling the growtimp's lips and tongue brush against her fur. She slid one of her hands further back, until it touched one of his tentacles. She wrapped her hand around the base, and slowly slid it up, drawing the tentacle closer to her as she continued rubbing her chest against Long Shot's face and felt his tongue begin flicking out more bravely, occasionally dragging across a nipple. Once she had the tip of the tentacle near her head, she took a firmer grip on it and pressed it against her cheek. She rubbed the opening against the side of her face, and drew it down to her neck as pre-cum began to leak out. She pulled it back up along her muzzle, giving the tip a quick kiss as she inhaled the scent of inter-dimensional arousal. She grabbed the tentacle with her other hand, and held the tip still as she slid her second hand backward, straightening the tentacle out. Long Shot figured out what she wanted, and held the position, allowing her to wrap her arms around his head and squeeze him more forcefully into her bosom. She turned her head as she did, and began licking the side of the tentacle while looking back at Twilight.

Twilight, for her part, had been enjoying the show quite a bit. As soon as Rainbow had grabbed a tentacle, she had lost control of her own hands and begun fondling herself, squeezing her tits one at a time with one hand and preparing her pussy with the other. When Rainbow began licking at only one side of the tentacle and looking back at her, Twilight instantly figured out the pegasus' intention. She crawled forward as well, resting her breasts on the back of Long Shot's head while she started sharing the straightened tentacle with Rainbow, licking, slurping, and kissing one side while Rainbow serviced the other. As the two mares shared the tentacle, Twilight looked around.

Fluttershy's entire pelvic region, along with most of her torso and her thighs, was now inside Barry's mouth as she lay spread-eagle on her back, wings fully extended as the dozens of smaller tentacles inside Barry's mouth pleasured her. She panted and squirmed incessantly, moaning and whining as Barry worked her over. Her fur was matted with the saliva/pre-cum/lubricant/whatever that Barry's mouth was producing.

Rarity was now sitting on top of Reginald, hands on his chest, as she bounced her hips on his cock. Twilight didn't have a good view, but if Rarity's blissful expression and lolling tongue were any indication, changeling cock felt good. Reginald himself was busy massaging Rarity's tits as she pleasurably impaled herself over and over on his rod. It was obvious he would be getting a full meal tonight.

Pinkie and Applejack, however, were in a much different position, laying on their sides facing each other as one of Jerry's tails pounded into each of their pussies. The third was between them, sandwiched between their breasts as they shared the tip, taking turns sucking the end and licking the shaft. Jerry was holding their legs, keeping them steady as his tails vanished into them repeatedly.

Twilight returned her attention to the task at hand, deciding that she was ready to crank it up a notch. She grabbed another of Long Shot's tentacles as he suckled on Rainbow's tits, and put it between her own ample pillows. She pulled her breasts together with one hand as the tentacle started thrusting, and used the other to gentle push Rainbow's head towards the one they had been sharing. Rainbow opened her mouth as Twilight guided her, wrapping her lips around the tentacle that she had been licking while her purple friend's breasts started to become shiny with pre-cum. As Rainbow began sucking on the tentacle with more enthusiasm, she found herself wanting more. Not just from the alcohol, this time, either. She wanted to be fucked silly.

Really, she would have preferred Twilight to be the one doing the fucking, but getting fucked alongside her crush by a dozen tentacles didn't sound too bad, either. She pulled the tentacle out of her mouth, and lunged at Twilight, pressing their muzzles together and knocking the alicorn over, tit-fucking tentacle now trapped between them. As she made out sloppily and noisily with Twilight, she began jerking off the tentacle she had been sucking on. Long Shot looked on as the two mares simply writhed a bit on the pillows. He brought a tentacle up and teased Rainbow's entrance, not wanting to vocally interrupt their tongue wrestling. He was answered with a raised hoof, allowing him easier access to Rainbow's snatch. He pressed the tentacle more firmly against her entrance, and felt the mare buck her hips just as her lips parted, making him penetrate deeper than intended. She hummed in approval and kept going at it with Twilight, though, so it obviously wasn't that big an issue. he slowly started driving into her, testing her limits before really getting into it. When her canal started to become tight, he pulled back out, then began fucking her properly. Once he had a rhythm going, he brought another tentacle to Twilight's pussy, and dove right in when she used her magic to yank her own panties off so she could spread her legs fully. Once both mares had a tentacle fucking them, Long Shot decided to take the chance to see how his friends were doing.

Barry now had Fluttershy almost fully in his mouth, with only her head, wings, and arms still visible. Altaclors had a very strange anatomy, even by the Plane of Lust's standards. Their tongues were also their primary copulation organ, and Barry's tongue was more dextrous than most altaclors'. Add to that the dozens of smaller tentacles that he used to pleasure every inch of exposed flesh on his partner, and it was obvious why most of his partners had no complaints about being 'eaten'. Most importantly, though, his saliva was also an aphrodisiac and a lubricant, making the experience very pleasant for even the most trepidatious of partners. Of course, everyone always wondered how he could ejaculate into his own mouth when there was too much, but that wasn't a problem. Fluttershy would soon find out why altaclors were known as 'cum-spitters' by more snooty and self-important individuals.

Reginald had finally used his trademark ability with Rarity, and had turned into a purple dragon with green spines. Unlike lower-born changelings, royal changelings could do actual full-body transformations more easily, and there was more than enough emotional energy in the air for Reginald to do something as exotic as a dragon. They all had two dicks, making the change difficult, as more mass was needed for it, but Rarity was experiencing the full advantage of the evolutionary trait as she was fucked doggy style in her pussy and her ass. Reginald had a lot of experience, even for a changeling, and Rarity's cries for more were evidence to that fact.

Jerry was on his back again, pinned underneath Applejack's tits as he fucked her pussy with one tail, and reamed Pinkie's pussy and pucker with the other two. Applejack was obviously enjoying Jerry playing with her breasts as she moaned and swished her tail back and forth, but Pinkie's shouts of delight were impossible to ignore as she gyrated her hips in rhythm with Jerry's thrusts, trying to get more of him inside her. Gorucks were known for their stamina, but Jerry's constant nervousness had left him relatively out of practice, and Long Shot was worried about his friend being paired with two earth ponies. Really, though, all Jerry had to do was not faint before he came. Unlike most species, gorucks didn't hold their semen in a central location, like testicles. Instead, the entirety of all three tails were used to create and store semen. Once Jerry came, Pinkie and Applejack would be satisfied.

Long Shot suddenly felt a tug on another tentacle, and returned his attention to the two mares making out next to him as Rainbow pulled both the tentacle she had grabbed initially, and the one he had felt the new tug on, and opened her muzzle wide before shoving both inside. She sucked on them with all her might, grabbing both tentacles further down, and then shoving more of their lengths into her mouth. Long Shot suffered some slight discomfort from having his tentacles forced into a space they didn't fit in, but he knew how to solve the problem. He began twirling the two tentacles together, driving them further into Rainbow's gullet as they spun around each other like a drill. Rainbow gagged and coughed around the flesh as the tentacles passed her uvula, forcing their way into her esophagus. It hurt a little, and she could barely breathe, but it felt so good. She dropped back down to all fours as the tentacle in her pussy quickened its pace and Twilight purred beneath her.

"Ooh, yeah, Rainbow. Take it all down your throat. I can see your neck bulging. Come on, Long Shot, give it to her. She's still got an unused hole, there. Let her find out what being full really means."

Long Shot was more than happy to oblige as Rainbow hiked her tail up and to one side, giving him access to her ass. He pressed another tentacle against her anus, and rubbed the tip around, using his pre as a lubricant before pushing into her. Rainbow moaned around the tentacles in her mouth as her ass slowly stretched from the careful penetration of the tentacle. She could feel more pre-cum leaking into her as the tentacle pushed deeper into her, slicking her insides and keeping it comfortable enough that she didn't clench. Finally, Long Shot stopped, and began pulling back out. He slid smoothly out, leaving behind more pre the whole way. Just as he reached the end of the tentacle, he stopped again, and then Rainbow realized that the tentacle in her pussy had been sitting inside her the entire time, simply wriggling in place while her throat and ass were filled with flesh. As the tentacle in her ass began pushing back in, though, the one in her pussy twisted, forming a corkscrew cock in her snatch, and stretching her significantly more than before. It then began thrusting, slowly at first, in time with the one in her ass. As they began picking up speed, the two in her mouth started thrusting as well, counter-thrusting to the ones in her lower body, and shaking her back and forth slightly as her ass and pussy were emptied, and her throat was filled, the feeling was reversed, then restored again. Her body tensed as the tentacles inside her rubbed all the right spots. She could feel every inch of the invading appendages enter and leave her. She was having the time of her life, but she wasn't satisfied.

"Mrre," she mumbled past the tentacles in her mouth.

Long Shot looked over at Twilight for reassurance, and saw her nod. Satisfied that he wouldn't overstep his boundaries, he began opening the tentacle in Rainbow's pussy, stretching her wide enough to see into her. She moaned as the other three tentacles continued violating her, not sure what to expect next but certain it would be pleasant. Her assumption proved correct, as another tentacle pushed into the space created in her pussy. Once it was fully inserted, the corkscrew tentacle relaxed, allowing her walls to squeeze both intruders as they began to move in opposite directions, one pushing in as the other pulled out. The sensation was completely unique, as Rainbow felt every orifice being reamed by tentacles. She slurped and squeezed them, pushing her body against them to take in more of the pleasurable, slick, thrusting flesh. Even as she did, she could feel Twilight fondling her tits and touching the bulges in her throat and abdomen. It turned her on even more, having the mare of her wet dreams watch her as she was fucked senseless in every hole.she felt her orgasm building, a promise of pleasure like no other, and she squirmed to try and make it arrive sooner.

Twilight noticed her friend's motions, and paused in playing with Rainbow's body to decide how she wanted this to end. It didn't take long for her to make a choice. She grabbed Rainbow's arms and lifted them up, pressing her body against Rainbow's. She could feel the tentacles fucking Rainbow, now, in addition to the ones pumping her own holes.

"Long Shot. Hold us together. I want to feel her cum, and I want to feel her expand when you fill her up."

The growtimp obliged, wrapping each of his remaining tentacles around their limbs. Feeling .lucky, he pressed the tips of the tentacles holding their legs together against Twilight's ass, wriggling them slightly to ask for permission to enter.

"Oh, yeah! Shove 'em in there!" Twilight hiked her tail up and stuck her ass out, giving the tentacles an invitation that was quickly accepted. With three tentacles now in her anus, fucking her madly, Twilight felt stuffed. She knew Rainbow was close, and that Rainbow's orgasm would finish off Long Shot, and the thought of the cum overload she was about to experience in her pucker was enough to begin building her own orgasm. She wanted it. She wanted every drop of semen she was about to be given. She wanted to be covered in jizz, and filled to bursting. She knew Rainbow wanted it, too, and her beathing quickened as thoughts of Rainbow being pumped full of cum filled her mind.

"Come on, Long Shot! Fuck us harder! Give us your cum! Force it down her throat! Fill my ass until I can't take any more! Cover us with so much cum, we look like Celestia!" In the back of her mind, Twilight was dimly aware of similar calls from her friends, but her own fucking was too important for her to look around yet. Long Shot started ramming into them harder and faster, until Twilight was sure he would break them both in half. Suddenly, Rainbow whined around the tentacles in her mouth, signalling her orgasm as Twilight's reached its peak. Long Shot came from the added stimulation of Rainbow's walls squeezing him, and Twilight felt the first squirt of cum inside her pussy. Time slowed down as the warmth of the cum set off her own orgasm, and her mind was suddenly aware of everything that immediately followed. She saw the bulge in Rainbow's neck grow, then shrink again as she was force-fed the first pulse of cum down her throat. The Twilight felt the three tentacles in her ass fire, filling her with sticky warmth. Then the one between her tits unleashed its load, shooting her neck and jaw as the ones holding her arms against Rainbow's splattered their first squirt on her mane, making it heavy and hot. Time then returned to normal, and she heard herself crying out for more as her orgasm made her scream.

"Yes! Blow that load! Shoot my wings, too! I don't need to fly, I just need cum!" As her orgasm continued, she felt her request being fulfilled. Her wings were knocked back by the force of the semen, and her feathers were blasted out of alignment. That was fine, though. She was certain Rainbow wouldn't have any problem preening her later. She felt more cum blast her in the chin, and she sighed as another load was injected into her ass and pussy. She could feel the jizz dripping down her body, now, trickling across her breasts and falling from her wings. The tentacles force-feeding cum to Rainow finally pulled out, and she coughed as they shot her face, getting in her mane and splashing Twilight, as well. The two mares immediately latched their lips onto the other's, making out furiously as Long Shot continued raining cum down on them both, soaking their manes and matting down their fur as more semen pulsed into their lower bodies. Rainbow could feel the hot, white goo pouring from her well-worn holes in torrents, and Twilight could feel it pouring from her own pussy, but her ass was a different story.

The three tentacles, pulsing in time together, blocked all exit for the semen they pumped into her. She could feel it pushing deeper into her, even as she groped and made out with Rainbow, the warmth of the cum making her hot from the inside as it flowed up through her. She suddenly understood, fully, what was happening, and decided she wanted it to reach its full, logical conclusion. She broke away from Rainbow, crying out in manic lust.

"More! Put them all in me! Fill my ass! Give me more! Shove them in!"

Long Shot quickly obliged, removing the tentacles restraining the mares' arms and snaking them down to Twilight's anus. Only three of the four extras would fit, though, leaving the last to spray more cum on her back, flanks, and tail. As the tentacles pushed and pulsed, Twilight was forced to lean against Rainbow for support while the semen boiled and churned farther into her. Long Shot hadn't been ejaculating for very long, but the sheer amount that Twilight could now feel flowing backwards, up through her intestines, made the few seconds feel like hours. More was still spraying onto her and Rainbow, and the pegasus' own holes were still overflowing as well. Finally, Twilight felt the cum being pumped into her reach her stomach. The sensation of the semen entering her stomach from the wrong direction almost made her feel nauseous, but the pleasure she was still being given from having six tentacles ejaculating into her ass drowned out everything else. Her eyes were rolled back now, and her tongue hung out of her mouth like a tired dog's. The tentacle between her tits moved upward, and slowly entered her mouth, still spewing cum. Twilight gulped it down greedily, and continued swallowing as the tentacle entered the back of her throat. It pushed into her esophagus, aided by her swallowing, and spraying more cum down into her stomach. She could barely breathe, now, but it didn't matter. She could feel her stomach filling up, and after another particularly large burst, she felt her abdomen swell slightly from the amount of cum in her digestive tract. The torrent finally began to subside as her belly distended, and eventually stopped once she looked about five months pregnant. It hurt, just a little, but having all that hot, swirling cum in her felt too good to be tarnished by the pain of her belly.

Long Shot sat next to the two mares, leaning on one another, as his orgasm slowly petered out. He panted slightly, riding on cloud nine like there was no tomorrow simply from the zeal of his partners. He looked around, hoping he hadn't missed anything else during his own high.

Jerry now had both Pinkie and Applejack on all fours, fucking them with one tentacle each. He spanked one mare, then the other, and they both returned with encouragement and dirty talk, shaking their hips at him as they were fucked. The third was between them now, getting licked and sucked by whichever mare wasn't speaking. A sudden grunt was all they warning they received as he came into both their pussies, using the third to give the two earth ponies a late snack and a shower. Both mares collapsed as soon as he removed himself from them, with semen gushing from their pussies. He fired a few more small spurts over their panting, prone bodies, then fell backward as well, panting in the afterglow. The two mares flipped themselves over, then crawled to his sides and latched on to his body, all three slowly letting each other's warmth lull them to sleep.

Fluttershy was now outside of Barry's mouth, kneeling in front of him as his tongue plunged into her pussy at a furious pace. She moaned and whined in pleasure as he did, holding onto his open upper jaw and letting his short tentacles play with her tits. Finally, he came, the full strength of his tongue pushing Fluttershy back onto a mattress, where she was quickly filled with cum. It sprayed from her snatch with force, until Barry pulled out and continued shooting his load, covering the shy pegasus quickly with a blanket of cum. She sat up, making the jet of semen splash against her chest and spray the immediate surroundings, but then she moved forward and latched her mouth on the opening of Barry's tongue, allowing the next wave to force its way into her mouth, down her throat, and up into her sinuses, making her cough and spray cum from her nostrils. Barry wasn't able to stop anymore even if he wanted, and the jizz kept flowing, but Fluttershy determinedly kept her mouth firmly attached to the altaclor's tip, slurping down as much as she could before the pulses overwhelmed her, leaving her to hold her breath and stay still as more and more jizz was forced down her throat and out her nose. Finally, the waves of cum slowed, then ceased. She pulled away, coughing and gasping, as Barry slowly took a couple steps forward and nuzzled her body gently. She laid down on the mattress, and Barry laid next to her as she yawned.

Reginald, meanwhile, was still masquerading as a dragon, standing now, with Rarity bent over the table. She yelled and cried for more, giving a yelp every time he spanked her. He eventually warned of his coming orgasm, and pulled out, allowing Rarity to turn around and drop to her knees. grabbed the lower of his two cocks with her hand and started jerking him off rapidly, while her mouth was wrapped around the upper cock, loudly slurping and sucking. Suddenly he came, quickly filling her mouth and forcing her to swallow the cum from his upper dick, while the lower one sprayed her neck and collarbone with a pearl necklace. Of course, being a gentleling, he got none of it got in her mane, but once his ejaculation was done, he changed back to his true form and sat down hard, panting as his partner conjured a few tissues to clean herself. Once finished, she laid down on top of Reginald, ready to finally go to sleep.

Long Shot looked back at his own partners, and saw that Twilight was still licking at his tentacle, with the ones in her ass slowly slipping out as he relaxed. He pulled out the one down her throat, and she pulled in a large breath of air as her respiratory system finally got the oxygen it needed. She pushed herself up from Rainbow, and suddenly seemed to realize she still had six tentacles filling her ass.

"Oof. Long Shot, could you pull out, now? I need to make sure everything is cleaned up and locked up before we go to sleep."

He did as he was asked, and felt a small amount of pride when Twilight pushed down on her stomach, forcing a flood of semen out of her anus. He pulled out of Rainbow as well, letting her move around again and help Twilight empty out. Once the princess could move semi-normally again, she got up and began using magic to pull the semen out of her friends' fur and hair, clean it up from the floor, and finally take it all to a sink to be disposed of. While she was gone, Rainbow smiled lustily at Long Shot.

"I don't know what she's said about you so far," she said as Long Shot's tentacles retracted, "and I'll need to get to know you better if you want a more official spot in our relationship, but as far as I'm concerned, you're welcome to cum over any time."

"Oh. Uhh.... Thank you." Once again, Long Shot found himself experiencing a first as he was given an open invitation for sex. "You think Twilight would like that, too?"

Rainbow glanced at Twilight as the other mare returned and began putting out the magical lights in the room.

"I'm pretty sure, yeah."

Long Shot considered the idea as Twilight half-fell, half-laid down on the pillows next to them, sighing in satisfaction. She suddenly grabbed Rainbow, dragging the pegasus down on top of her belly as an improvised blanket, then grabbed Long Shot and held him against her bust. She yawned, making the other two realize how tired they were, as well.

"Time to actually go to sleep, you two. Don't want to miss out on the wake-up call."

Rainbow and Long Shot shared a questioning glance, wondering the same question.

Wake-up call?

Author's Note

Well, that went on for far longer than I expected, and took far longer than I had hoped.

And yes, the last chapter will involve the thing in the Crystal Empire.

For anyone who didn't see the blog post, this is why I haven't updated in so long. I've been trying to fix some technical difficulties. For those of you who are interested, I will be live streaming Bloodborne when it comes out on the 24th.