Author's Note

..*takes a deep breath*well..here it is. My first lemon fic. Like in the warning, and I cannot stress this enough, if you're under 18, or don't care for lemon fics or anthro ponies..turn away now! But aside from that, I hope you enjoy...oh! but before we begin..I own nothing in this except my OC, Silver Hawk. Now...let us begin. And if you like it...leave a comment if you can. Oh, adn as for teh ages of the characters in here...

Twilight: 21
Rainbow Dash: 21
Fluttershy: 22
Rarity: 23
Silver Hawk: 22
Spike: 18

(Also, one last thing...In this AU, both Fluttershy and Silver Hawk are from Neighpon, which is why you'll see Japanese like dialect in here

Chapter 1

It was a quiet night over at Twilight’s place, with Fluttershy currently watching Twilight and RD play a new game the latter recently bought for her video game system, and they were getting very competitive, Fluttershy noticing how sweaty the two were getting from the stress of playing the game.

“Come on...almost..almost got ya..” RD grunted, almost about to knock Twilight’s character out before the Alicorn entered a command that countered her move, knocking her character off the stage, “No!”

“YES! I DID IT! That just goes to show you, Rainbow, that I am an expert in magic AND games!” Twilight whooped as she jumped out, her light purple pajama top fluttering a bit.

“...N...No fair! I want a rematch!” RD barked.

“Sorry, Dash. But you know the rules..besides, she’s been waiting for her turn all night,” Twilight smirked.

“Oh… fine,” Dash groaned before she smirked and stood up, grabbing Twilight by the arm and dragged her to the couch before sitting down, “It’s your turn, Fluttershy…”

“..o-ok. B..but I think I’ll wait until rarity or S-Silver-kun come back with the snacks,” the shy pinkette replied.

“Okay then. You’d better wait by your game then, because Twi and I are gonna head upstairs,” Rd stated as she got up, “Probably to read some books or something.”

".W..won’t you disturb Spike if you…?”

“Its alright. He’s staying at Applejack’s tonight so he could help her out,” Twilight answered, smacking RD on her flank.

“Gah! Oh you’re going to pay for that, Sparkle,” RD grinned a bit as she chased Twilight up the stairs, the two giggling at they did, leaving Fluttershy to herself, sitting in front of the game.

The shy pegasus mare hardly played any games..but when she did, it was mostly with Rainbow or Pinkie when it came to two player games, but she heard this new game could accommodate up to 4 in normal play, and 8 in a special new mode. It kinda made sense to hear now since she had saw rainbow bring in 4 controllers for tonight. But not sure what to do, she just sat there before Rarity showed up first, bringing over a tray of apples before setting it down.

“Apologies for the wait. Dear Silver had to use the restroom,” Rarity apologized as she sat down next to Fluttershy before noticing something, “..where are Twilight and Rainbow?”

“Th-they went upstairs,” Fluttershy answered, “P-possibly to read a few books or something.”

“I see…” Rarity noted before smiling a bit, “They have been going out for a while now, haven’t they?”

“I… I guess,” Fluttershy nodded, blushing a bit at the thought of what Rarity meant before a Pegassu stallion with snow white fur and a ice blue mane came over and sat down next to her, the stallion wearing a dark grey shirt and a pair of black sweatshorts, “S..silver-kun...”

“Gomen I’m late, Shy-chan,” Silver answered a bit sheepishly, rubbing the back of his head “I..guess i ate something that didn't agree with me.”

“I-It’s okay,” Fluttershy blushed before Rarity picked up one of the controllers.

“So, shall we go for free-for-all, or a team match?”

“...f..free for all,” Fluttershy replied after a moment of silence.

“I’m good with either one,” Silver shrugged.

“Well, there’s only three of us, so… I guess a free-for-all,” Rarity figured, setting it up before picking one of of the characters, “I think I’ll go with one of the princess characters. just because they look lady like, doesn’t mean they can't fight back you know.”

“True,” Silver nodded before picking a character himself, “I guess I’ll go with the hedgehog.”

“Fluttershy, what about you? Who will you choose?” Rarity asked the shy pinkette as she looked through the different characters on the screen.

“Oh… uh… w-well, I…,” Fluttershy muttered, not sure which one to pick, finding some very nice and cute looking characters before she stopped on the small, yellow mouse like character, “Oh! I choose Pikachu!”

“So, do we want this stock or timed?” Rarity asked.

“..stock/s-stock,” Silver and Fluttershy replied in unison, making the two blink before blushing a bit.

“Okay,” Rarity nodded, deciding to set the game to 3 stocks, suddenly getting an idea, “How about we have a little wager on this one? Whoever loses their lives, will have to take off a piece of their clothing.”

“...w...what?” Fluttershy squeaked, her face turning a beat red, ‘I..if I lose all my lives..I..i’d have to s….st….st….strip in front of silver-kun?!’ her face soon went brighter, the thoughts of Silver Hawk...the stallion she loved stripping..his chest pressing aga...’n..no! St-stay focused, Fluttershy!’ the shy mare mentally berated herself as she shook her head, “...O...Ok.”

“Just relax, it’s only one piece of clothing per round,” Rarity informed randomizing the location, “Ready?”

“Ready/r..r..ready,” Silver and Fluttershy answered in unison once more.

And so, the game started, the three of them already going at it.

(a few hours later)

“Come on…” Rarity gritted her teeth a bit as she and Fluttershy were the last two standing, the two in their panties and pajama tops while Silver was in nothing but his pants.

“C...come on...almost there…” Fluttershy panted a bit before her and Rarity’s characters got hit by a walking bomb, sending both of them flying off the stage, “No!”

“Blasted bomb!” Rarity snapped, nearly about to slam the controller on the floor, “I was THIS close to winning the round!”

Fluttershy looked nervous before seeing she won by just one life.

“..I..I won…” the shy pinkette whispered before jumping in joy, “I..I won! Y..yay!”

“Huh?” Rarity raised an eyebrow before gawking at the screen, seeing that Fluttershy had won, “..I..impossible…”

In defeat, Rarity sighed, forced to remove her top, revealing she was wearing a soft pink bra that held her moderate D-low E Cups.

“..Silver darling, would you mind staying out of this round?” the unicorn asked.

“..uh..sure,” Silver nodded, making sure his character was unselected, Rarity staring at Fluttershy.

“I will not lose this time,” Rarity frowned at her before smirking a bit, “So why don’t we up the ante?”

“..U..up the ante?” Fluttershy repeated.

“Yes. The winner of this round will enjoy the last piece of pie that is in Twilight’s kitchen, and the loser..” Rarity paused before smirking a bit darkly, “Has to fully strip.”

Fluttershy’s eyes widened at that, her entire head engulfed in a heavy blush at this point.

“Y...You wouldn’t…”

“Hold on,” Silver spoke up, slightly frowning at the unicorn, “Is that going a bit far, Rarity-san?”

“Trust me, Silver. It’ll be good for the both of you,” Rarity assured, making the two pegasi blink a bit in confusion.

“Uh… okay…?” the two pegasi responded in confusion.

“Good. Now then..” Rarity paused as she picked up the controller, “Are you ready, Fluttershy?”

“...yes,” the shy pegasus mare nodded as she looked back at the screen.

“Then let’s get it on,” Rarity smirked before they game began once more.

Silver Hawk watched in a bit of awe as Rarity and Flutters were on their last stock, both their characters over 200% damage, the two struggling to keep their characters alive for as long as they could.

“Come on..I’m almost there..” Fluttershy panted, about to land the finishing blow before…

BOOM!

Both characters were flung offscreen, causing the room to go deathly silent to see which one would go first. In the end, the results revealed…

=This games winner is...Pikachu!=

“I..I won! I on!” Fluttershy cheered softly while Rarity dropped her controller, her mouth agap.

“..h...ho..how...how…” Rarity gawked, stunned, “How..I..I was so…”

“A..ano..th..the deal, Rarity?”

“..Fine. You won fair and square,” Rarity sighed as she began to discard the last pieces of clothing she had on, starting with her bra.

Silver and Fluttershy blushed in response before Rarity’s bra fell to the floor, letting the unicorn’s breast out into the open. She then began to slide her panties off, causing Silver to blush brightly as he turned his head to the window.

“Well, a deal’s a deal, you get the last piece of pie, “Fluttershy,” Rarity stated to her shy friend, crossing her arms underneath her bosom.

“..r..right,” Fluttershy nodded as she made her way to the kitchen, still blushing.

“Still can’t believe I lost…” Rarity sighed, “I was so close...dumb bomb…”

“..a..ano..m..maybe next time, R..Rarity-san,” Silver stuttered, his face a still bright red as he continued to look out the window.

Rarity just flushed bright red, embarrassed as Fluttershy came back with her pie, a small fork on the plate as she took a seat next to Silver.

“..u...um..if you want, Silver-kun..w-we can share it,” the shy pegasus mare offered, only to get silence in response, “..S..silver-kun?”

“Uh… g-g-gomen, Shy-chan, demo…m..my mind’s e..else where at the moment,” Silver gulped, still trying his best not to look at Rarity’s bare form.

“..Silver, dear. If I’m b…” Rarity began before she noticed something about Silver, “..oh my…”

“What’s wrong?” Fluttershy asked.

“...Um…” Rarity blushed a bit, pointing to Silver Hawk..mainly around his lower area.

Fluttershy blinked a bit as she looked in the direction Rarity was pointing at before blushing brightly, seeing a small ‘tent’ of sorts in Silver’s pants.

“Oh… my…” Fluttershy blushed, suddenly gaining a wingboner, her and Rarity’s gaze fixated on Silver’s ‘tent’.

‘oh my..i..if it’s almost halfway big already...I wonder..’ Rarity thought before she mentally smacked herself, ‘What am I thinking?! Fluttershy is your friend and you’re checking out the stallion she loves?!’

‘What happened to Silver that he...wait..’ Fluttershy thought before looking at Rarity, who soon sighed in regret.

“I..apologize, dear. I...I think I’m the reason his..ahem, penis is half-way hardened…” the unicorn sighed.

“Eh?!” Fluttershy gasped before glaring at her.

“I...it wasn’t my intention!” Rarity raised her hands in defense, “He was probably really flustered after seeing me strip down to nothing!”

However, Fluttershy’s nose caught something, and she could smell Silver, a scent of sorts coming from the snow-white stallion.

“..wh..what is...that…?” the shy mare began, her mind beginning to get a bit hazy.

“What’s what?” Rarity asked, wondering what Fluttershy was talking about before the shy pegasus mare stood up, “..Fluttershy dear?”

“Eh?” Silver blinked as he turned to look at the shy mare, who seemed to be panting heavily a bit, “Shy-chan, daijoubu?”

“I… I don’t…” Fluttershy muttered, staring longingly at Silver’s ‘tent’, the shy pinkette unconsciously unbuttoning her pajama top.

“..shy-ch..” Silver began before his face turned a bright red when Fluttershy removed her top, revealing she was braless, her high E-mid F Cup breast bouncing a bit in the air, “...Whoa… he whispered, the pegasus stallion couldn't’ help but stare at the two ‘orbs’ before him.

“Wh..what’re you doing?!” Rarity gasped as she watched Fluttershy slip her pure white panites off before discarding them.

“SHY-CHAN?!” Silver gawked before Fluttershy sexily approached him and climbed right on top of him, her face inches away from his as her breast pressed against his bare chest.

“...Silver-kun…” Fluttershy whispered, the tone she used sending shivers down Silver’s back as the two stared into each other’s eyes.

“Oh my goodness,” Rarity gawked before watching Fluttershy press her lips against Silver’s.

Silver’s eyes widened from the sudden kiss before they slowly began to close as he returned the kiss, wrapping his arms around Fluttershy’s waist as the normally shy mare wrapped her’s around his neck. Rarity blushed as Silver’s hands drifted to Fluttershy’s flank before massaging it, unconsciously giving it a small squeeze.

“G...goodness…” the unicorn blushed, hearing a soft moan coming from Fluttershy after Silver had squeezed her flank a bit.

Seeing this minor act of romance made Rarity start to feel wet and unconsciously began to grope herself before shaking it off.

‘Wh..what in Equestria has come over me?’ the unicorn thought before yet another soft moan from Fluttershy caught her attention.

She looked and her whole face almost turned pink as she saw Silver groping Fluttershy, the normally shy mare’s back facing him as the two continued to kiss.

Silver felt Shy’s tongue press against his lips before he obliged, his own tongue dancing around her’s as he continued to fondle the normally shy pegasus mare’s left breast, unconciously pinching the nipple every few seconds. Fluttershy moaned louder as this went on before she teased the tent in Silver’s pants, causing him to gasp a bit as he felt Shy’s hand against his ‘tent’.

After a moment, Fluttershy climbed off of Silver and bent down to her knees, blushing a bit.

“..S...shy-chan?” Silver panted before blushing a bit as Fluttershy managed to get his pants off, making both the shy mare and Rarity blush heavily once they saw his member, which actually sprang up upon the presence of the mares staring at it, Fluttershy smiling while Rarity blush, both at seeing Silver’s stallionhood and with Fluttershy’s marehood facing her.

“..G..gracious…” Rarity whispered to herself, ‘To..to think things would go this far...’

Rarity’s face almost turned red when she saw Fluttershy start to lick Silver’s member, which also caused her to start to feel wet.

“Ahh~ Sh..shy-chan..” Silver gasped, gripping the couch cushions as he felt Fluttershy’s tongue agaisnt his stallionhood, the normally shy mare rolling it around the tip a bit.

‘I… I never expected her to be so… so...so forward...’ Rarity thought as she unconsciously began to finger herself.

After a few more seconds, the normally shy mare stopped her lick before she took Silver’s member into her mouth, causing him to gasp a bit loudly as she began to suck him off.

“Oh~... Sh-Shy-chan, that… that feels…” Silver panted, still gripping the couch cushions before he felt something beginning to stir in his lower region, “..sh..shy-chan..I..I think I..I’m…”

He couldn’t hold it longer as he moaned, sending his load down Fluttershy’s throat, the shy mare’s eyes widening, her greenish-blue eyes turning a slight pinkish rose red. The mare just smiled, gulping down Silver’s seed before she stood up and sat back down on his lap, looking into his slight hazel dark blue eyes.

“...That was tasty, Silver-kun,” Fluttershy replied in a near sultry tone, wiggling her flank before she stood up, grabbing Silver by the arm as she helped him stand up, “But..I believe you should return the favor~”

“...” Silver blinked a bit before Fluttershy sat down on the couch, presenting herself to him in a sultry manner while making a ‘come here’ motion with her finger.

However, before Silver could do anything, Fluttershy looked and saw Rarity trying to please herself, having lost herself with her fingering, and somehow not having climaxed yet.

“..actually, I have a better idea~” Fluttershy smirked in a almost lust like manner, “oh Rarity~”

“Y...yes?” Rarity panted, looking up at the normally shy mare.

“Did you like what you were seeing?” Fluttershy asked, not ashamed now as Rarity was drooling, lost in her own lust as she gave a small nod, “Then come on over here. I believe Silver-kun deserves a nice show~”

Blushing, smiling, and drooling at the same time, Rarity nodded, walking in a very erotic manner towards Fluttershy before she sat down next to the pinkette.

Fluttershy soon crawled over and cupped her friend’s face, looking her in the eyes for a moment before she began to kiss her. Normally, Rarity would be stunned, but she just lost herself in the kiss before wrapping her arms and legs around Fluttershy.

Silver’s face became a brighter shade of red as he saw the two make out, his cock fully awakened once more as his wings nearly went straight.

“Tell me, Rarity… and you can speak now, do you enjoy this? I got a feeling you’re bisexual, yet tried to hide it,” Fluttershy stated in her sultry tone, making Rarity blush a bit more as the two separated the kiss.

“..I..I am Bi...I..I tried to mainly focus on Stallions..but..lately, I’ve been looking at mares almost equally,” the pure white Unicorn admitted.

“Well… what if I told you you could be a marefriend to both me and Silver-kun? We can satisfy all those urges of yours,” Fluttershy offered, trailing her hands down Rarity’s body.

“..a..are you sure? I..I mean, Silver Hawk is your stallionfriend, Fluttershy. I..it wouldn’t…” Rarity began before Fluttershy simply placed a finger over her friend’s mouth, shushing her.

“It’s okay. I’m willing to share. You are my friend after all,” Fluttershy assured her, her other hand near Rarity’s waist by this point before staring up at the unicorn’s horn.

“W-Well… I… I guess… as long as both you and Silver are okay with this…” Rarity blushed a bit.

“...w..well…” Silver spoke up, making the two look at him, “I-if it’s okay with Shy-chan...I’m okay with it. And t...to tell you the truth…” he paused as he blushed a bit more, ” I...I kinda thought you were pretty...but...I was scared because I thought I’d be cheating on Shy-chan..but..if she’s ok with it…” 'Mou...Spike's gonna hate me for this...'

“Okay then. In that case, Silver-kun, why don’t you please the needy unicorn between her legs. I’m gonna try something with her horn,” Fluttershy suggested as she stood up.

“...okay,” Silver nodded in response as he walked over and sat back down on the couch positioning himself so Rarity’s marehood would be in his face.

“Now then, Rarity. Silver will handle your marehood, but for now, you put your horn in mine,” Fluttershy instructed, making the unicorn mare look at her.

“..you seem to know about this quite a lot, Fluttershy,” Rarity noted.

“Just trust me, Rarity…” the normally shy mare assured as she positioned herself over Rarity’s horn.

Rarity was about to say something else before she felt a wave of pleasure go up her back when she felt Silver give a small lick on her ‘flower’.

“Just let it go, Rarity,” Fluttershy replied, lowering herself and showing her marehood to Rarity, who blushed at the sight before giving it a small lick, sending shivers of Fluttershy’s back as a small moan escaped her mouth, “N-No, no, silly. I said use your horn.”

“Oh..a-apologies, dear,” Rarity blushed a bit as she moved her mouth away from Fluttershy’s pussy and slowly slid her horn inside, causing both mares to let out a near-loud moan.

“Oh yes… that feels good. Doesn’t that feel so much better, Rarity?” Fluttershy asked, small moans escaping her mouth.

“Y..yes, d-ohh~!” Rarity gasped as Silver continued to lick her ‘flower’ while she slid her horn in and out of Fluttershy, causing the normally shy mare to moan a bit louder.

“Now this is wo~nderfu~l!” Fluttershy moaned as she moved her hips up and down in unison with Rarity’s thrust, the normally shy mare groping her own breast.

The three ponies moaned the more they continued.

Silver soon began to finger Rarity as he moved up towards Fluttershy’s head, moving her face towards his before they began to kiss passionately. They all continued to moan, Rarity thrusting her horn faster into Fluttershy as the normally shy mare’s tongue danced around with Silver’s as he continued to finger Rarity’s marehood.

“Ahh~ F..fluttershy~ I..I think I’m close~!” Rarity moaned, the unicorn on the verge of climaxing.

“Don’t be afraid, Rarity,” Fluttershy told her friend when Silver parted his kiss, “Just let it in me. I want to feel your magic in me.”

“O..o..of c-AHN~!” Rarity gasped as she climaxed from both her horn and marehood, her femjuices spraying onto Silver’s hand, while her horn spurted out a unique kind of magic into Fluttershy, the shy pinkette letting out a cry of pleasure as she released her juices all over Rarity’s horn.

“Oh… WOW! ...That was amazing...” Fluttershy smiled as Rarity removed her horn from Fluttershy’s marehood, but happily rubbing her face on her friend’s flank..

“Yes...yes it was..” Rarity nodded, panting a bit.

“Yes..but now..” Fluttershy paused as she placed her hand on silver’s cock, causing him to gasp a bit, “I believe it’s time for you two to pleasure me~”

In whatever rational mind she had left at the moment, Rarity couldn’t help but wonder why Fluttershy was acting like this before she noticed the normally shy mare’s eyes had changed color. However, before she could ponder further, her marehood started to get wet once more.

‘..i’ll worry about it later...’ she thought as she and Fluttershy got Silver Hawk to laydown on the couch once more, the normally shy mare positioning herself over his member, “This’ll be fun.”

Fluttershy just nodded before she began to lower herself onto Silver’s rod, sending small waves of pleasure up her back before she came to a ‘wall’. after a moment of deep breath, she soon lowered herself down, giving a small gasp of pain and a bit of pleasure as her hymen broke.

“Sh-shy-chan, daijoubu?” Silver asked in concern

“Y-Yes… just… give me a moment…” Fluttershy replied, a small trickle of blood dripping from her marehood. After the pain passed, she began to move herself up and down on Silver’s stallionhood, the shy mare giving off small moans as her breast jiggled a bit each time she went down.

“Does it really feel that good?” Rarity asked.

“Y..yes~” Fluttershy moaned in confirmation.

Rarity just silently whimpered to herself, wishing she could be filled too, not noticing her magic kicking in, and Silver suddenly grew a second member that appeared in front of Fluttershy, the shy mare stopping for a moment when she noticed it.

“N...nani?!” Silver gawked when he noticed his sudden second dick, “h..how..why do I..?!”

“Oh! Um, apologies, Silver dear..I guess I used my magic on you by mistake,” Rarity apologized, a near embarrassed blush on her face.

However, Fluttershy saw this as an opportunity for her friend as she pulled her over.

“Actually, this could be good. Now you can get to feel what it’s like,” Fluttershy smiled, reorienting herself with Silver’s original cock still in her.

Rarity’s eyes widened a bit at that...but she shook her head a bit. Taking a chance at this opportunity, she positioned herself over Silver’s second member, making sure she’d face Fluttershy in the process.

“Are you ready for the insertion, Rarity?” Fluttershy asked, rubbing her flank on Silver’s leg while keeping his dick in her.

“...Yes,” Rarity nodded, taking a deep breath as she slowly moved herself down on Silver’s second member, “Ohh~ Oh my that is g-oh~!”

“It’s okay,” Fluttershy replied, kissing Rarity before the unicorn fully pressed down on Silver’s second cock, a small wave of pain shooting through Rarity’s body as a bit of blood dripped from her marehood. However, she was too into the kiss at the moment as the pain slowly melted away, and then Fluttershy parted the kiss, “Ready for the best part, my favorite unicorn?”

“..y...yes…” Rarity nodded, a small trail of saliva trailing from her and Fluttershy’s mouths.

And with that, they pressed their breasts together before moving themselves up and down Silver’s cocks, the snow-white pegasus stallion grunting and panting as he gripped the couch. The three moaned louder and louder, the two mares loving this feeling as they felt Silver’s cocks rub against the inner walls of their marehoods.

“F...Fluttershy~” Rarity moaned.

“R...Rarity~!” Fluttershy moaned loudly before the two began to make out, their kiss becoming an opened mouth one as Silver barely saw their tongues wrestling for dominance.

Silver soon felt he couldn’t hold back much longer as both his cocks twitched inside Rarity and Fluttershy’s pussies, which soon tightened around his stallionhoods as they were on the verge of climax.

“Sh..shy-chan..R..Rarity-san..I..I think I’m..”Silver began before Fluttershy shushed him, parting from the kiss for a moment.

“Don’t worry, Silver-kun. Just release it inside us..” Fluttershy assured him with a soft smile.

Silver was about to say something before he, Fluttershy, and Rarity all climaxed at the same time, Silver sending strands upon strands of his seeds into the mares, Fluttershy and Rarity releasing their femjuices on Silver’s twin members ase two mares collapsed onto eachother, panting heavily as sweat rolled down their bare bodies.

“...That… was wonderful,” Rarity smiled, the unicorn completely exhausted.

“I...it was…” Fluttershy agreed.

“h..hai…” Silver added.

“...You sure you two don’t mind me being a marefriend to you both?” Rarity asked, a strand of her hair hanging over her left eye.

“Of course we don’t…” Fluttershy smiled.

“Yea…” Silver agreed with a soft smile, “I’m sure we can make it work, hai, Shy-tenshi?”

“Of course we can, Silver-kun,” Fluttershy smiled, the mares popping off his cocks before they managed to lay down on both his sides.

“Hai...Shy-chan?”

“Hmm?” Fluttershy blinked a bit as she looked at him, Rarity having fallen asleep since the exhaustion finally caught up with her, “What is it, Silver-kun?”

“..I love you..my beautiful tenshi,” Silver smiled softly at her, Fluttershy blushing in response before kissing him as she nuzzled against his shoulder, finally going to sleep. Silver soon followed as his arms wrapped around the two sleeping mares.

“...*yawn*man..what time is it?” Rainbow Dash asked as she woke up, her hair a complete mess.

Twilight just yawned as well, leviatating her clock over and seeing it was 9:45 AM on Saturday, “It’s almost ten…”

“...yeesh...we went a bit overboard last night, Twi,” RD yawned as she sat up, the covers falling off, revealing both of them were in the nude.

“Maybe… but it was worth it,” Twilight smiled as she got up and hefted her breasts to Dash, “Care for a morning sip?”

“...Don’t mind if I do,” RD grinned, about to grab one of Twilight’s breast until the sound of two screams filled the room, “What the hay?!”

“What was that?” Twilight gawked before the two grabbed their clothes and ran downstairs quickly to see what was going on.

“Gah! Spike, calm do-OH SWEET KAMI!” Silver panicked as he ran from a livid Spike, the purple dragon breathing flames at the snow-white pegasus.

“YOU JERK! YOU KNEW I LIKED HER!”

“NO I DIDN’T! HOW WAS I, OH CRUD!”

“Spike!” they heard as Twilight walked over to Spike, Rainbow dash watching from the stairs as the Alicorn frowned at the dragon, “Just what in the hay is going on here?!”

“I just came back from Applejack’s place to pick something up when I saw HIM…!” Spike began as he pointed an accusing claw at Silver Hawk, “Cuddling up with Rarity and Fluttershy, in the NUDE!”

“What?!” they heard Dash gawk before they heard yawning.

“What is with all the noise?” Rarity yawned as she and Fluttershy soon awoke, “I was having such a wonderful dream too…”

“I-Is something wrong?” Fluttershy asked, her eyes back to their normal color.

“Yes, something’s wrong!” Spike barked.

“Spike! Listen. We all know you like Rarity, but let’s face it, you’re too young. She's 5 years older than you, Spike…”

“But...but…” Spike began.

“I’m afraid she’s right, Spike,” Rarity sighed, “It… just wouldn’t work between us…”

“..I..I…”

“Spike...listen. You are the sweetest, kindest young dragon I’ve ever met...I do love you, but like how an older sibling would love their younger,” Rarity explained as she sat up, picking her clothes off the ground, “I am sure there is someone special for you out there…”

“...b-bu… *sigh* okay… I guess,” Spike sighed, calming down a bit before giving one last glare to Silver, “Hey…”

“...Y..yeah?” Silver responded, clearly nervous.

“You better treat her right,” Spike warned with a growl, Silver just nodding rapidly in worry before Spike grabbed what he came for and left.

“...Well… that was weird,” Dash admitted as she hovered over to Rarity, “So...did you three...do it last night?”

“...yes,” Rarity replied after a moment of silence, picking up the last of her cloths.

“Is she right?” Dash asked Silver and Fluttershy, the memories of the night prior coming back to the two.

“...h..hai,” Silver and Fluttershy blushed heavily, especially the latter.

“..huh. Didn’t think you’d be into both, Rares,” RD admitted, causing Rarity to frown a bit at he tomboy.

“And what is that supposed to mean?” Rarity responded, pouting at the cyan pegasus, “You and Twilight are lesbians; there’s no law against any particular sexual preferences, let alone if somepony is a lesbian or bi.”

“Well..yeah but..” RD paused as she rubbed the back of her head, “I just didn’t think you would be the kind that goes both ways…”

“...I’ll let that one slide. You’re lucky I’m still waking up, Rainbow Dash,” Rarity stated, yawning a bit as she walked over to the stairs before looking at Twilight, “Which way is it to your bathroom again, Twilight?”

“It’s over on your right, just across from my room,” Twilight answered.

“Thank you,” Rarity yawned before she began to walk upstairs.

“...Uh, me and Shy-chan are going to get dressed,” Silver spoke up, “Timid and her friends spent the night at her friend, Applebloom’s place last night, and we have to go pick them up later.”

“R-right,” Fluttershy nodded, picking her clothes off the ground as she began to walk into the next room before stopping, giving Silver a small wink.

Silver blushed a bit at that before he shook it off, “...Ano..is there another bathroom here, Twilight-hime?”

“Second room to your left,” Twilight replied, “And you don’t have to call me that; we’re friends here.”

“R..right. Sorry about that, Twilight-h..I mean, Twilight-san,” Silver quickly apologized as he left the room in a flash.

“It’s nice having them around, but…” Twilight paused.

“..But what?” RD asked, wondering where Twilight was going with this.

“Oh… nothing,” Twi shrugged, and since no one was there to watch, Twilight slipped a breast out of her clothes and held it up to Dash, “Now, how about that sip you wanted?”

“Oh yeah..almost forgot about that,” Rd smirked, licking her lips a bit as she stared at the DD-E cup sized boob before leaning in and taking a suckle, causing a small wave of pleasure to go up the Alicorn’s back.

“Oh yea… I love it when you do that, Dash,” Twi smiled.

“Mmm~” RD moaned a bit as she suckled in Twi’s breast before separating, a small trail of saliva and a clear, white substance on the Alicorn’s erect nipple, “Sweet as always, Twi.”

“Glad you liked it,” Twi smiled, slipping her breast back into her dress.

“Heh...who’d thought last night’s Game Night would get a bit..steamy?” RD asked, chuckling a bit.

“I sure didn’t, but that’s okay,” Twilight shrugged a bit, “So, who’s turn is it for the next game night?”

“Hmm… let me see…” Dash pondered, grabbing the schedule Twi made for it, “It’s about…a week away and...oh crud.”

“What?”

“..we’re hosting Game Night at Pinkie’s next week.”

“...Uh oh… we’re in for one heck of a night…” Twilight gulped.

“Yeah...Twi?”

“Yes, Dash?”

“..Don’t let her near any coffee..”

“..*shudders*No way..” Twilight shivered, remembering what happened the last time Pinkie drank coffee..after one sip even, “I’ll keep it far away from her. And I do mean… FAR!”

“Yeah..” RD nodded rapidly.