Look Before You Sleep With

“Ugh,” Twilight Sparkle sighed, stepping gingerly around one of the puddles of water still left on the floor. The window had been somewhat haphazardly repaired with a few sheets of plywood Applejack had found in a corner of the basement, gathering dust; Twilight had no idea what it had originally been intended for, but as she flopped down onto her stars-and-moons bedspread, the splintery boards turned aside a particularly strong-sounding gust of wind, and she supposed she shouldn’t look a gift horse in the mouth.

“Tonight has been a disaster,” she mumbled, reaching out a hand in the general direction of her desk. The familiar warm prickling of flowing magic suffused her fingers, and a second later, Slumber 101 thumped into her palm. “That tree business knocked us right off the rails… though I guess it is good that Rarity and Applejack finally managed to get along on something.” She stood back up and leaned over the railing, looking down at Rarity. The fashionista was perched primly on the edge of Twilight’s couch, legs crossed, brushing her rich purple hair; she was being very careful not to let her shower-damp curls get her pajamas wet. Coincidentally the same shade of purple as her hair, the pajamas were on loan from Twilight, who preferred the flannel ones she was wearing. Twilight had to admit, the silk suited Rarity’s curves much better; she felt a little self-conscious about her own bony frame and gangly limbs looking at the svelte, graceful older girl. It was a good thing Spike was at Canterlot on business; the poor kid probably wouldn’t have been able to handle it.

The railing creaked, and Rarity looked up, surprised. “Is something the matter, dear?” she asked, looking concerned. She looked a little strange, but Twilight couldn’t quite put her finger on it.

“No,” Twilight replied, shaking her head. “It’s just – oh, I know! You’re not wearing any makeup!” She blurted it as she realized what was off, then clapped a hand over her mouth. “Oh, sorry.”

“That’s quite alright,” Rarity replied, looking only a little put out. “My compact was soaked through, and I am not vain enough to run back to the Boutique to fetch more through rain like this.” She gave a small laugh, but Twilight didn’t miss the quick flicker of her eyes to the window. “And we’ll be going to sleep soon, I imagine…?”

“I guess so,” Twilight said doubtfully, casting a longing glance back at Slumber 101. “It’s nearly midnight as it is…”

“Quite,” Rarity replied, nodding. She finished brushing her hair out, then let it spring back into its usual sweeping curl. She opened her mouth to speak, then sighed. “Twilight, dear, I’m afraid we’ve not been the most gracious of guests,” she said, after a moment. “I believe I owe you an… an…” she trailed off, staring at something below Twilight’s field of vision.

“Rarity?” Twilight asked, taking a few steps toward the stairs. “What’s wro-” She didn’t finish the question as Rarity shot up from the couch as gracefully as she could manage with such a look of offended dignity on her face.

“Applejack, just what do you think you are doing?” she hissed, setting the hairbrush down on the couch. The girl she was addressing came into Twilight’s view; she was toweling her hair, and chuckled at Rarity’s annoyance.

“Shucks, Rare, it’s just a towel,” she said indulgently. “We don’t all got time t’sit around and let ourselves air-dry, y’know.” Rarity stiffened; faint spots of color had come into her cheeks. Twilight closed her eyes, resigning herself to yet another blowup over yet another silly little thing.

“That is not what I meant and you know it, Applejack,” Rarity said, clipping her words the way she always did when she was upset. “I simply expected better from you, that’s all. If this is how you repay my good faith, I’ll retract whatever remains after this embarrassing spectacle you’ve made of yourself right now.”

“Hey now,” Applejack shot back, sounding hurt. “That ain’t very kind of you. Jus’ because-”

“Girls!” Twilight shouted, leaning over the railing. “What in Equestria are you fighting about now?” She felt a strand of hair escape from her usually orderly bangs and swing down across her face. Yeah, it was gonna be one of those days. “It cannot possibly be worth arguing about this la – this early in the morning!”

Rarity looked up at Twilight, and the scholar saw a brief flash of sympathy cross her face. Then she looked back at Applejack, and her expression set again. “Show her, Applejack – since you don’t seem shy at all about showing everyone else,” she sniffed, unable to resist the jab.

“What. Is it, Rarity,” Twilight ground out, following the fashionista’s gaze. Applejack pulled the towel off of her head and shoulders and turned to look up at Twilight, looking rather put out herself. Or so Twilight assumed, since she only got the quickest of looks at Applejack’s face before her attention was yanked elsewhere.

The farmgirl was only barely dressed. Soft-looking blue cotton shorts hugged her hips, baring her long, muscular legs and the trios of red apples high up on her thighs. Beads of water still dotted her gently rippled stomach; they were outnumbered on her arms and shoulders by the sprinkling of freckles across her suntanned skin. Her golden-flax hair spilled down her back, looking odd without her battered old hat on top. What Rarity was complaining about, though, was even more obvious. Applejack’s bare breasts stood out proudly from beneath her hair; water dripped down the valley of her cleavage and ran past her small, pink nipples, which were standing erect in the relative chill outside the shower.

“Ah don’t see what all the fuss is about,” Applejack muttered, throwing the towel around her shoulders self-consciously. “Ain’t like y’all’ve never seen knockers before – though Ah guess Ah can see how you might be confused, Rarity, seein’ as how y’ain’t got a set worth mentionin’.” She frowned at the purple-haired girl as she added the last, obviously still stung by her disdain.

To Applejack’s credit, her jab hit home. Rarity jerked back as if she had been slapped. “I beg your pardon,” she cried, pressing a hand to the offended area. “I’ll have you know that my breasts are both perfectly proportional to my frame and of classically pleasing shape. More importantly, they aren’t a single centimeter smaller than yours. If anyone here has cause to worry about her breasts, it’s Twi-” she stopped herself, and tried to backpedal. “Ah, that is… Twilight, what I meant was- Twilight?” She looked up at the other girl, who hadn’t reacted at all.

Applejack looked concerned as well. “You all right, sugarcube?” she asked. “Ah’m sorry, Ah know we just agreed not t’fight anymore, it’s just…”

“It’s fine,” Twilight replied, seeming distracted somehow. She grabbed at her book and flipped through it. “It’s fine,” she repeated. “Let’s… let’s just go to bed.” She put the book aside, then turned back to the bed and got in, pulling the covers up to her chin. Behind her, she heard Rarity and Applejack coming up the stairs, conversing in low, intense whispers. These dropped off as they came nearer, and after a moment of silence, the two girls slid into bed on either side of Twilight.

“It’s, uh, it’s mighty nice of ya to let us use yer bed, Twi,” Applejack said after a moment, very obviously trying to start a new topic of conversation. “It’s nice an’ snug an’ all…”

“Yes, nice and cozy,” Rarity said sweetly over Twilight’s head. “Now if you’d only put some clothes on, we could have a lovely time.”

Twilight sighed in disgust and buried her head under her pillow as the two started to bicker again.

Three AM. Twilight blinked blearily at the clock; less than two hours had passed since she had managed to get to sleep, and here she was, awake again. To her right, Rarity was sleeping soundly; the faint warm light from the slowly guttering bedside candle glossed the smooth curves of her shoulder and back with reddish gold. Nothing about her peaceful bearing suggested that she had done anything to disturb her bedmates. A warm pressure on her back felt new, though, and Twilight had a sudden sinking suspicion what had woken her up.

Twilight moved her hand back a little and got confirmation almost immediately – the solid muscle of Applejack’s thigh was very close, close enough that the heat on her back could only be, well, two things. Twilight sighed and shifted forward a bit, seeking to escape so she could go back to sleep. Behind her, Applejack murmured quietly in her sleep and followed after, her hand sliding onto Twilight’s shoulder.

Twilight froze. Applejack’s hand was calloused from her lifetime of hard work, but its rough edges were softened by her flannel sleeve, and the warmth of the other girl’s hand was somehow difficult to ignore. It caught at Twilight’s attention, so that even when she closed her eyes and buried her head into the pillow again, she couldn’t just forget about it and go back to sleep.

That made no sense. Twilight squeezed her eyes shut harder and did her best to shrug Applejack off. In response – it had to be in response, because the universe hadn’t been quite cruel enough to her yet that night – Applejack let out a sudden snore and pulled Twilight back into her chest. Twilight could clearly feel the farmgirl’s nipples pressing into her back; her breath was warm and sweet on Twilight’s ear.

At this point, a number of terms ran through Twilight’s mind. Terms like ‘incidence’ and ‘situational influences on sexual orientation’, and the relevant data on both. She could see the pages flipping past her in a waterfall of ink, and she wanted to just put her hand out and make them stop, but she couldn’t. Nor could she stop feeling Applejack’s hand on her shoulder, her breasts against her back, the play of hard muscle under her hot skin.

Twilight curled forward as much as she dared, wrapping her arms around her stomach. There was heat between her legs – a familiar enough feeling, but now it just made her feel wrong. Not for finding women attractive; there was nothing wrong with that, and really, the number of lesbian couples she could think of rather outweighed the number of both gay male and straight couples she could think of put together, which seemed odd, but maybe not that odd considering the population demographics of Ponyville, but the same thing had been true in Canterlot – Twilight yanked her thought process back on track. The point was, she wasn’t supposed to be attracted to these girls – her friends, her sisters, the ones she loved above all else! To cheapen that bond with sexual attraction…!

Twilight swallowed hard. Slowly, she slid her right hand down her stomach, pushing the bottom of her pajama top up. Her skin felt hot to the touch as she pushed her fingers down past her waistband; she stopped short, though, as she brushed the top of her underwear and the light thatch of hair poking out above it. Past here, there was no turning back; past here, the deed was done, and no amount of rationalization or, or data would do anything to change that. Knowing that, could she still…?

The battle was already lost. She pushed forward, trailing the pad of a finger across the tip of her clitoris. It had been over two weeks since the last time Spike had been out of the library; she felt oversensitive, and she couldn’t suppress a little shudder. She rallied quickly, though, and kept at it, rubbing the tiny, white-hot nub, pressing it between her mound and the pads of her fingers. She grew wet almost immediately, and she dipped her fingers between her folds – one, then two at a time, coating them with her own juice, never penetrating farther than the second knuckle.

Twilight drew in a ragged breath as she pushed harder. Rolling her clit between thumb and forefinger, pressing down hard on her mound with the heel of her palm in a rough, sporadic pattern… The pleasure that radiated from underneath her mound was less concentrated than the bright spikes from her clit, but it spread farther, warming her legs to the knees and spreading up into her chest. She’d discovered that a long, long time ago, against the corner of her desk, and it had served her well in the years since.

As her breath grew shorter and her motions faster, Twilight pressed her eyes closed and concentrated on the feeling of Applejack’s body behind her. The blonde’s breasts were much larger than her own, and they felt nice against her back; she could feel the heat from Applejack’s stomach on the skin of her lower back bared by her disheveled top. Slowly, Twilight pressed back further into her friend, until Applejack’s abs were a solid wall behind her. Twilight felt a sick guilty thrill as Applejack shifted again, brushing soft cotton against the base of her spine.

She was getting close. Twilight feathered her fingers against the very tip of her clit, her hips starting to jerk involuntarily. She reached down through a gap between her buttons to grab at her breast with her left hand, pulling harshly at her nipple. She was almost there – she could feel the explosion building up under her palm. In her mind, Applejack rolled over and planted a kiss on her clit, giving her a slow, sensuous lick up the length of her entrance. She pulled her pink tongue back between her lips, then looked up at Twilight with mischief dancing in her gorgeous green eyes. “What’s the matter, Twi?” she whispered sultrily, laying her head against Twilight’s thigh. “Twi?”

Twilight jerked as Applejack shook her shoulder again, harder this time. “Twi! Landssakes, girl, you sleep hard,” the farmgirl said, concern evident in her voice even through her sleepiness. “You alright? You were twitchin’ an’ mutterin’ in yer sleep. Nightmare?”

Twilight felt her heart attempt to claw its way out of her body through the roof of her mouth. Very, very carefully, she pulled her fingers out of herself, wiping as much of her own wetness off on her underwear as she could. “Oh, uh… y-” she tried, only for her voice to crack. She swallowed hard, then tried again. “Y-yeah,” she managed finally. “I-I was just having a nightmare. Thanks for waking me up…” She hunched down, her face burning. “I’m going back to sleep now…”

“Y’sure, sugarcube?” Applejack asked, pushing herself up on an elbow. She didn’t seem concerned about her nearness to Twilight; she pulled a bit on Twilight’s shoulder, getting the scholar to roll over onto her back. “Ya look all flushed… are y’feelin’ alright?”

“I’m fine,” Twilight said, rather more hastily than she had intended to. “Nothing’s wrong, please don’t worry about me, just go back to sleep, ahahaha.” It was dark in the library, but the candle was still burning; its light capped the tips and swells of Applejack’s breasts, painting her muscular body as a study in chiaroscuro. Twilight couldn’t help squirming a little, her body still very ready for release.

“Y’look feverish,” Applejack decided, keeping pressure on Twilight’s shoulder to keep her from turning away again. “Here, let me check ya.” She pushed herself up a bit more, then leaned over Twilight, pressing her hand to the girl’s forehead.

Twilight froze, her eyes locked on Applejack’s breasts. This was the best look she’d ever gotten at them – and from rather closer than she’d ever expected. They looked as firm as they had felt, swinging only a little bit as Applejack leaned; still, her nipples were mere inches away from Twilight’s lips. To her overtired, overheated brain, it took an effort of will not to try catching them. Why not? Her life was already over. Might as well go all the way.

“Yeah, yer about as hot as Ah expected,” Applejack said, sitting back. She looked worried. “Ah dunno, sugarcube, how d’you feel? Ah can get you to the clinic if y’want me to.” She turned to get out of bed, sliding her legs over the edge. “Ah’ll call Nurse Redheart. You get dressed-”

“No,” Twilight croaked, grabbing at Applejack’s arm. “No,” she continued more quietly, as Applejack turned back, looking confused. “I’m… I’m not sick, Applejack,” she said, tears starting to well up in her eyes as she spoke.

“What’s the matter then, hon?” Applejack asked, leaning in close again. Twilight hiccupped, struck again by her friend’s concern for her. To think she had done what she did, all for the sake of a bit of fleeting pleasure… she actually did feel sick to her stomach.

“I… I…” Twilight whispered. She held up her hand silently, and Applejack took it. By her expression, Twilight knew immediately that she could still feel the moisture; Applejack’s quick glance at her crotch only confirmed it, and she felt her world break apart. She rolled over into her pillow, not wanting to face her friend anymore.

“I-I’m so sorry,” Twilight sobbed, her voice muffled by the fabric and made even less clear by her mortification. “Y-you were my first friend, and now you must think I’m some kind of lonely nerd or – or pervert or something and oh my god, I’m lying to the Princess! I’m obviously not learning a-anything here! How could I have done s-something like this? She’s going to be so dis-disappointed in me, and you must be so disappointed in me, because we’re supposed to be best friends and I w-want to h-have sex with you…!” The words escaped her in fits and starts, spilling randomly from her with the heaving sobs she couldn’t find a way to stop. She found herself wishing the Princess would find out already. At least then she could spend the rest of her life in a little jail cell on the moon, and not have to face her friends’ anger, disappointment and disgust.

“Twi,” Applejack said quietly. Twilight jerked away from her, and she stiffened when Applejack laid a hand on her shoulder. The same hand, the same shoulder, and the warmth felt just the same…! Twilight felt a coil of self-hatred settle into her stomach. “Twi,” Applejack said, louder. Twilight squeezed her eyes shut, ignoring her. Applejack let out a sigh of annoyance. “Twilight Sparkle,” she said. It was the first time Twilight could remember the farmgirl had called her by her full name, and the surprise opened her eyes. She blinked for a moment, thinking the candle had gone out, but then the dark expanse before her eyes shifted and the natural shine of Rarity’s dark purple pajamas danced across it.

“Twilight,” Rarity said quietly, putting her hand on Twilight’s shoulder as well. “Darling, why didn’t you tell us sooner?”

Twilight sniffed hard, hating herself for the leap of hope her friends’ kind expressions gave her. “T-this has never happened before,” she said quietly, not meeting either of their gazes. “This is the first time I’ve ever… ever masturbated while th-th-“ she choked on the end of the sentence, fresh tears welling up in her eyes. They ran down the side of her face as she turned away from Applejack, soaking into her pillow. “The book didn’t say anything about this,” she whispered.

“Did it feel good?” Applejack asked suddenly.

There was a moment of complete silence as Rarity and Twilight stared at her.

Applejack shrugged, which did things to her breasts that made Twilight blush again. “Ah’m just wonderin’,” she said reasonably.

“But… we’re friends,” Twilight said, frowning in confusion. She scrubbed at her eyes with the palms of her hands, joining the other girls in sitting up. “Friends aren’t supposed to want to ha – no, I can say it… to have sex with each other,” she continued. “Friendship and romance are entirely different emotional constructs. I mean, there’s data supporting that couples who consider each other friends are more successful in the long run and report higher general satisfaction with their marriages overall, but-”

“This ain’t about marriages,” Applejack interrupted her easily. She’d started rubbing Twilight’s back comfortingly, and the girl was visibly calming down, but it was still important to head off her infodumps before they could gather momentum. “Y’ain’t got nothin’ t’be ashamed of, sugarcube. Hay, Ah’m downright flattered. Why would Ah ever be upset t’know you think Ah’m sexy?”

“But isn’t it strange to fantasize about your friends?” Twilight asked miserably, looking at her friend for the first time in a while.

Regaining seriousness, Applejack leaned forward again. “Twi, if you really were thinkin’ of me and Ah made you feel good, then as far as Ah’m concerned, you can go right ahead.” She looked down at herself, saw how close she was to Twilight, and chuckled. “Sorry; guess Ah’m bein’ a bit pro-vo-cative, too…”

“Provocative,” Rarity corrected her primly, but neither Applejack nor Twilight was listening.

“Twi, we’re yer friends,” Applejack said quietly, her face close to Twilight’s. Rarity stifled a small cough and studied the bookshelves, a faint flush of color on her cheeks. “We don’t want y’ta ever feel like y’need to hide anythin’ from us. That means anythin’, mind? If we can help ya, we will – and there ain’t nothin’ the six of us can’t do together.” She took Twilight’s hand, smiling. “O’course… jus’ fer tonight, mind… Ah think Ah can handle this one by myself.” She leaned forward, closing the gap between their faces with a kiss.

“Applejack!” Rarity cried, a second faster than Twilight, who had briefly blanked out when her lips had touched Applejack’s. “What on earth do you think you’re doing?”

“Helpin’ out a friend who needs me,” Applejack replied. She paused for a moment, then turned to Twilight, looking worried. “Only if yer okay with it, though, Twi.”

“Okay?” Twilight asked, looking a little dazed. “Yes, I’m Twilight. I mean, okay. I’m Twilight and I’m okay.” She shook her head rapidly, then leaned after Applejack and repaid her her kiss.

“Dear, I feel obligated, as ‘twere, to point out,” Rarity began, placing a hand on Twilight’s shoulder to get her attention. Twilight and Applejack separated briefly, and Twilight licked distractedly at her swollen lip as she turned to face her other friend. “I would be more than willing to, ah, help, but for the simple but regrettable fact that-”

“Rarity’s straight as a pole,” Applejack explained, summarizing the fashionista’s somewhat embarrassed confession.

“Yes,” Rarity said, looking relieved. She laid back down and turned away, pulling the covers up to her ear. “I am quite a sound sleeper, so please, feel free to… do whatever it is that you decide to do, without fear of disturbing me.”

“Roger that,” Applejack said, scooching down the bed a bit. She laid Twilight back gently, running her fingers through the girl’s pitch-black hair, tracing the vibrant magenta stripe with a work-blunted nail. “Yer sure yer okay with this, sugar?” she asked again, quietly. Worry shone clearly in her eyes for all her confident motions.

Twilight nodded. The lump in her throat was too big and painful for her to speak around, but she smiled as widely as she could. Applejack smiled in return, then leaned down to kiss her again.

Applejack laid a hand on Twilight’s breast as they kissed, massaging her gently through her pajamas. Slowly and deliberately, she pulled away from Twilight’s lips and kissed a trail down her chin and neck – Twilight laughed and struggled as the farmgirl’s lips tickled – and down to her collarbone. She unbuttoned the top button slowly and kissed the pale skin the new v-neck exposed, getting close to the little shadow of Twilight’s modest cleavage now visible. Twilight squirmed at the pace, her body already feeling hot and puffy, but Applejack held her hands – softly, but with authority.

“Twi, are you a virgin?” she asked, in between gentle nips.

Twilight writhed. “If… if I say yes, will you go faster?” she asked, panting.

Applejack smiled. She undid Twilight’s second button, then slid the sides of her pajamas open, exposing her small pale breasts to the night air. “You got nothin’ to worry about at all, sugar,” Applejack murmured, kissing the small, dark tip of Twilight’s left breast.

“They’re lovely, dear. I’m very sorry to have questioned them earlier,” Rarity put in, looking contrite. Applejack and Twilight looked at her. “What? I was merely curious,” Rarity sniffed, rolling back over.

Applejack suckled slowly on Twilight’s nipple, playing with it with her tongue and very, very gently with her teeth. Twilight let out a little cry at the pinch, and Applejack smiled around her, tracing her areola with the very tip of her tongue. She caught at Twilight’s hand as the dark-haired girl reached up to play with her other nipple. “Easy there,” she said, but she did take pity and followed the suggestion.

“Please, Applejack,” Twilight moaned, squirming again. She pressed Applejack’s hand into the pad of her mound; her pajamas were damp, and Applejack blinked, surprised.

“Didn’t think y’were that excited,” she said teasingly, sitting up. She pulled Twilight’s left knee gently aside, opening the girl’s hips, and placed herself between her legs. Applejack leaned up and over Twilight, propping herself up with an elbow by her shoulder, and kissed her again as she ran her left hand down the scholar’s stomach. “Let’s see what we – landssakes, girl!” Applejack’s exclamation coincided with a loud, rough cry of pleasure from Twilight, and Rarity jerked upright, startled.

“What? What is it?” she asked, turning around. “I’m just wondering,” she added hastily. Applejack pulled her hand from Twilight’s pants and held it up into the light; her fingers were dripping with juice.

“She’s wetter’n blazes down there,” Applejack said wonderingly. “Ah just meant ta rub her cowboy hat a lil’, but Ah jus’ slipped right in! Sorry, Twi,” she said, rubbing the girl’s stomach. “Wait, did you just cum?”

“N-no, you just surprised me a little,” Twilight replied a bit shakily. “I’m still… I can keep going.” She swallowed, regaining her composure. “Wow, it’s really different when it’s someone else…”

“We’re just gettin’ started, sugarcube,” Applejack replied, smiling. She hooked Twilight’s waistband with four fingers and pulled; Twilight lifted her pert little bottom off the bed to help. Her panties were simple white cotton, soaked almost through; her thatch of black hair, trimmed more for personal hygiene than any thought of a special someone, was clearly visible through the thin fabric. Applejack cast a glance at Rarity, who was almost-but-not-quite staring at Twilight’s faintly pink netherlips. “Y’know, Rare, if y’d like…” she began.

“No, that’s quite alright,” Rarity replied, brushing a loose strand of hair behind her ear. “Just… do try to be quieter in the future.”

Applejack shrugged. “Suit yerself,” she said, turning back to Twilight. The dark-haired girl was starting to whimper with her breathing; this intensified as Applejack pressed again on her clit, then fell off again as the blonde pulled away and sat up.

“Why?” Twilight moaned, nearly incapable of forming coherent sentences. Applejack took her hand and pulled her up into a sitting position, then slid around her to the headboard of the bed. Setting a pillow behind her lower back, Applejack leaned back against the solid oak, her legs spread. Twilight could smell Applejack’s arousal, and she suddenly felt bad to have been so greedy. She leaned forward, nuzzling into Applejack’s mound through the soft, dampening cotton – until Applejack put both hands on her face and guided her gently up.

“Ah’m not done with you yet,” she said, smiling lovingly. “Here, sit back… yeah, like – no. Legs outside. Well, no, okay, feet outside, legs mostly – look, lemme – yeah. Okay. We’re good.” After a rather confused bit of maneuvering, Twilight had ended up snuggled back into Applejack; she could feel the heat and the dampness of Applejack’s own slit pressed against the base of her spine, and she gave a little wiggle. Applejack’s arms were around her waist, her ample breasts pressed into Twilight’s back; her chin was resting on Twilight’s shoulder, and she gently kissed the white sweep of Twilight’s neck.

“So now what?” Twilight asked, her body tingling with anticipation.

“We go divin’ again,” Applejack said, her tone taking any sting out of her words as she slid her hand back into Twilight’s panties. Twilight’s hips started to move on their own, seeking something solid to push against, as Applejack inserted two of her fingers, taking great care to go slowly; Twilight still couldn’t resist a gasp.

“A-Applejack,” she panted, as the blonde’s fingers started to piston in and out of her. She closed her eyes, enjoying the sensation utterly, and nearly wanted to scream in frustration when Applejack stopped again. It was only for a second, though, and then she kept going, pressing deeper and deeper with every stroke.

“Ah thought you said you were a virgin, Twi.” Applejack’s voice vibrated from directly behind her, the warmth of her breasts directly transmitting the sound into Twilight’s back, and she opened her eyes again, frowning.

“I – aah! – I am,” she said, looking down. Applejack’s fingers, liberally coated with juice, were sliding in and out of her to the third knuckle, meeting seemingly no resistance at all; she was so wet that droplets of her were sprinkling the sheets every time Applejack pulled out. The thick, wet splashing sounds it made were mesmerizing, and she watched as she continued. “Ah – I’ve never been – Aah…! – with a ma-oh!- a man before,” she managed. Then a suspicion took hold, and she blushed. “Although there is this trick I can do with rolled-up papers…”

“A veritable bibliophile,” Rarity remarked with a sigh, sitting up. She turned around to face the two girls, a resigned expression on her face. Applejack grinned knowingly at her, and Rarity’s lips compressed. “Don’t you say a word,” she said coolly. Then, scooting forward, she gave Twilight a quick peck on the mouth.

“Rarity, I thought you were straight,” Twilight said, shocked to the point of being able to speak clearly. Rarity shrugged with studious indifference, fingers working at the white buttons of her top.

“Sometimes the needs of a friend outweigh one’s own,” she said simply. “I do not intend to make a habit of this, but… I must confess, Twilight…” she blushed deeply, the color an unexpected shock in her porcelain features. “Though I shall always prefer men and their… horns, I must confess that I… do not find breasts unpleasing in an aesthetic sense. There is a certain… je ne sais quoi, a certain-”

“Rarity, would you like to suck on my breasts?” Twilight asked, smiling. Rarity looked put out for a moment, then she softened.

“Yes, dear, I would very much like that,” she said quietly. Pulling her top off, Rarity exposed her full, pale breasts; her blush had extended to her collarbone, and she looked away, embarrassed.

“You’re lovely, Rarity,” Twilight said, reaching out. She took Rarity’s hands and placed them on her breasts, then put her hands on Rarity’s cheeks and kissed her again.

“Yeah… those ain’t a smidgen smaller’n mine,” Applejack admitted sheepishly. “Ah’m sorry, Rarity.”

“You should be,” Rarity replied sharply, looking up from Twilight’s nipple. “Why have you stopped fingering her? Don’t torture the poor girl!”

“Oh, right!” Applejack cried. She slid her fingers back into Twilight, who grunted as they slid home once again. “Sorry, Twilight.”

“It’s – ah!” Twilight replied, pressing Applejack’s hand down into her mound. She ran her hands through Rarity’s hair; the fashionista had placed herself over one of Twilight’s legs, and Twilight could feel her knee grinding directly into the heat between Rarity’s legs.

“She’s gonna cum soon,” Applejack warned Rarity. Twilight’s breath was coming fast and ragged, and her walls were starting to clench around Applejack’s fingers. She slipped a third in, and was rewarded by a moan from Twilight. “Oh yeah, she’s comin’ soon.”

“But I just got started,” Rarity complained. She sighed, then sat back. “Fine,” she said, pulling her bottoms down. Her ass was well-rounded and firm, the backside of a model; three lozenge-cut diamonds sparked at the start of her long, shapely legs. She flicked her pants off with a gentle kick, then slid her legs under the knees of the other girls, facing Twilight. She ran a hand up her milk-white inner thigh, then rubbed her thumb down the line of her entrance, clearly visible through the tight black silk of her panties.

“Applejack, ah, ah, Rarity,” Twilight said, gasping the words out between shuddering breaths. Her hips bucked forward, grinding Applejack’s knuckles into Rarity’s clit; the black silk soaked with Twilight’s juice almost immediately, and Rarity moaned involuntarily at the sensation. “Th- aah, no, I can’t – can’t hold it – aaaaaaaaaaaah!”

Twilight exploded with a veritable scream, soaking Applejack’s hand and the bed with the initial gush of sweet fluid and splashing as far as Rarity’s chin with the second. Her hips pumped like a jackhammer, grinding against Rarity’s pubic bone; the purple-haired girl did her best to match her thrusts, but couldn’t hope to keep up. Twilight clutched at Applejack and Rarity’s hands hard enough to hurt; Applejack embraced her tightly from behind, whispering softly to her and bringing her back down. Slowly, Twilight’s spasms slowed, then stopped. She gasped hugely, getting back the air she had been expending in a silent scream since the initial orgasm.

“Wha… wha…” she managed, letting her head flop back onto Applejack’s shoulder. Applejack affectionately laid her head against Twilight’s, kissing her neck again.

“That was what, three in a row?” she asked Rarity, who sat up.

“Two at least,” she said, somewhat distastefully. After a moment, though, she pushed her left breast up to her mouth, licking Twilight’s girlcum from her nipple. She surreptitiously rubbed her hand up and down her stomach, wetting her fingers before she lifted her own panties.

“Easy there, sugarcube,” Applejack said, rubbing Twilight’s stomach again. “Ah think yer done fer tonight. How’re y’feelin’?”

“Pretty good,” Twilight managed, sitting back up with an effort. “Applejack… Rarity… thank you both so much…” she sniffed, starting to tear up again. “For everything, I mean, not just the sex,” she added hastily, smiling awkwardly. Applejack hugged her tightly from behind, and Rarity patted her hand.

“You’re very welcome, my dear,” Rarity replied. “Now if you’ll excuse me, this requires… mmh… some measure of concentration with nails on...” she trailed off, returning her attention to her Twilight-slick entrance and fingers.

“Always glad t’help, sugar,” Applejack replied, smiling. “Yer our friend, remember? Love is love, an’ nothin’ll ever change that.”

Twilight smiled as well; her eyelids suddenly felt heavy, and she yawned. “Then, as a friend… I love you, girls.”

“As friends, Ah love you two too,” Applejack replied, smiling over at Rarity.

“Yes, I love you both as well,” Rarity replied, playing roughly with her clit through her panties. “Now, Applejack, I know you didn’t get your turn either, but be a dear and come eat my pussy already!”

“Easy there, Rare, Ah’m comin’,” Applejack replied, chuckling. She laid Twilight down gently and pulled her sodden panties off, tossing them to land in a heap on the floor. “Yer pants’re still kinda dry, but yer gonna haveta go commando fer the night, Ah think, Twi,” she said, pulling the wet-spotted flannel back up over Twilight’s hips. “G’night, hon. Sleep well.” She planted another lingering kiss on Twilight’s lips.

“G’night, Applejack,” Twilight murmured.

There was another frustrated moan from Rarity. “Oh, for Celestia’s sake, Applejack, get over here!” Applejack smiled apologetically, and then she was gone from Twilight’s view… and then so was the rest of the world, as she sank into a deep, warm, loved sleep.

Dear Princess Celestia,

Today I learned that good friends will always be there to offer their help when you need it... even if you don't want to admit you need it. Even if it's somewhat unorthodox help... actually, no, Spike, cross that part off. I’m not sure I want to send that. Let’s see… even if you don’t want to admit you need it. That sounds go- what was that?! Pinkie! Dash? What are you doing here? Applejack - girls! What are you all - no, wait, you told them? Why - oh no. No, Pinkie, I'm okay now! I'm okay! I don't need any more - no! All of you? Come on, girls! Spike, leave the letter and - Spike! Why are you still writing? Stop it! Don't you dare send that! Don't

In her reading room high in Canterlot Keep's tower, Celestia laughed musically. Nearby, Luna looked up from her stack of history books.

"Sister? What caus't thou to laugh such?" she asked, speaking quietly and deliberately. She was making progress toward breaking her habit of the Royal Canterlot voice, but she still had quite a ways to go.

"It's nothing, my dear sister," Celestia replied. "I'm proud of the progress my student is making, that's all." She rolled up the scroll and sealed it with a ribbon, then set it among the other reports. "Hm… I might have to ask her for a more detailed report in the future."

"Thou hast always been possessed of a dirty mind," Luna sighed, shaking her head. She returned to her reading with Celestia's quiet laughter in her ears.