Game Night

by Seanzilla115

Rating: mature
Tags: Sex, Alternate Universe, Twilight Sparkle, Anthro, Original Character, My Little Pony: Friendship is Magic, Rainbow Dash, Comedy, Rarity, Romance, Fluttershy
Length: 8025

It's Game Night at Twilight's place, and Rarity, Fluttershy, and Fluttershy's coltfriend, Silver Hawk have a little bet..little do the three know tonight was gongi to get a bit..'steamy'.

It's Game Night at Twilight's place, and Rarity, Fluttershy, and Fluttershy's coltfriend, Silver Hawk have a little bet while playing teh latest video game RD just purchased(don't ask how there's games in Equestria). Little do the three know tonight was going to get a bit..'steamy'.

(Image is done by SS2sonic of DA and FA)

(Pairings: Rarity X Fluttershy X OC, TwiDash)

*Characters are over 18 years of age, and are anthro(specifically based on SS2Sonic's anthro designs)*

=WARNING: if you're under 18, or don't care for lemon fics or anthro ponies..turn away now!

-first lemon fic on here-

(Remake underway)

Published 2015-02-20 12:10:01 UTC
Last updated 2015-04-05 22:18:29 UTC

Chapter 1

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.

Side Story 1 (Spike X Applejack)

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Side story 2 (Twilight Sparkle X Rainbow Dash)

Author's Note

Hey, folks. Here's yet another side story to Game night, but this one takes place before the events of said story. Like last time, here's the ages for the characters.

Twilight Sparkle: 21
Rainbow Dash: 21

=WARNING; contains breast expansion and futa=

Side story 2 (Twilight Sparkle X Rainbow Dash)

Twilight had finished getting her place set up for the Game Night that was gonna be happening, placing the last of the snacks down on the table.

“There..everything’s set,” the Alicorn noted as she looked at the time, “Dash should be here any..”

*Knock Knock*

“..Speaking of whom,” Twilight said as she opened the door to see the rainbow haired tomboy pegasus, who was carrying a box with a few containers and game controllers on top, “Hey, Dash.”

“Hey Twi,” RD greeted as she walked in, an excited grin on her face.

“...You seem excited,” Twilight noted as she closed the door.

“You bet I am! I just got the newest game that just came out, and I’m ready to kick some flank!”

“..Okay…” Twilight blinked a bit before it hit her, “...Wait..you mean you got...?”

“You bet I did,” Dash smirked, showing she got the latest version of Smash bros, “Just got this last night.”

“Nice! Ca...Wait…” Twilight paused as she frowned a bit at RD, “You didn’t practice on it..did you?”

“No, of course not!” Dash answered, a bit offended by that, “Honestly, Twilight. You think I’d be the kind to do something like that?”

“...Dash…” Twilight frowned further.

“...Okay fine I did. But I only did it to unlock everyone and all the stages,” Dash admitted, “Happy?”

“Actually yeah. It’ll make it more enjoyable with everything unlocked.”

“Ahh...well, I...actually thought you were going to be mad at me for playing before you and the others.”

“In most cases I would be, but in a potential Game Night game where everything had to be unlocked to get the full experience, This is not one of those cases.”

“Oh...I see,” RD blinked, “...So uh...where’s everypony else?”

“You got here ahead of schedule as usual. The others won’t be arriving until later.”

“Oh..I see. So just to re-clarify...who’s coming again?” Dash asked as she set everything down and sat on the couch.

“Let’s see… there’s Fluttershy, Rarity, Silver Hawk, Pinkie Pie...I guess that’s it.”

“Wait. What about Spike and AJ? Ar...Wait a sec. Rarity’s coming?” RD blinked, “Huh..didn’t peg her for being the gaming type.”

“Yeah, surprising, I know. But apparently, she’s gotten used to it while playing with Sweetie Belle, “ Twilight explained.

“Ahh...what game?”

“Dance Dance Revolution, and mostly Karaoke games.”

“Ahh…”

“Yeah. So she’ll probably lose in a fighting game. Wouldn’t be surprised if she lost to Pinkie or even Flutters,” Twilight shrugged.

“Really?”

“Yeah. I mean, Remember when we had Game Night over at Pinkie’s place?”

“...Point taken,” Dash replied, “...I mean seriously, those two were playing ALL. NIGHT.”

“Yea… so…what can we do until the others arrive?”

“Not sure,” Dash shrugged, “I’d say play some games, but I’d rather wait until the others get here.”

“Right… so, what do you wanna do?”

“Don’t know..watch a movie or something?”

“I guess. Though..i’m not sure if you’ll like any of the movies I own,” Twilight admitted as she walked over to the shelf holding her DVDs.

“Eh. Better than nothing I suppose,” Dash shrugged.

Twilight was searching through her collection before she noticed one that looked unfamiliar to her.

“Huh? What’s this? “ the violet Alicorn pondered as she pulled it out, blinking a bit when she saw Celestia on the cover, “...That’s odd. Why’s Celestia on the cover?”

"What’s wrong, Twi?” Dash asked as she walked over.

“This movie here. I don’t remember owning it,” Twilight replied as she looked at it.

“..Huh. Never saw this before...what’s it called?” dash asked as she looked over Twilight’s shoulders.

“Hmm…It’s called ‘Tending to the Guards. Starring Molesti’...” Twilight paused before she blushed heavily, “...Wait..this is a porno! Why do I even have this?!”

“I dunno,” Dash shrugged, hiding a blush before she spotted a small note sticking out from the box, “..uh..Twi?”

“Yeah?” Twilight asked as Dash pointed to the note, “’Enjoy Twilight. Celestia...' oh for Luna’s sake." ‘She must’ve sent me this while she was in heat...’

“...Sh..should we check it out?”

“I-I… I guess?” Twilight replied, unsure if she should play it or not.

“okay. I mean, what’s the worst that could happen?”

Famous last words…

The two blushed as they watched the porno, the Tv showing Celestia(who’s hair was a pale light pink) was ‘tending’ to a few guards.

“..L...Luna damn….” RD gawked, blushing as she watched the scene.

“H-How did...h..how…?” Twilight stammered.

-Is that all? I was hoping a few more of my guards would come and have some ‘stress’ to relieve- Celestia said, already done with the two guards she had ‘tended’ to, licking off some of the come off her face before she noticed three more guards come in -Oh ho~ looks like I was right~-

“W...Wait..is she really going to..h..how would…?” Twilight started before they both gasped, “O-oh my!”

“Holy shit!” Dash exclaimed as they watched Celestia ‘service’ her guards via a gangbang.

-Mmm~!-

“I-I think that’s enough!” Twilight yelped as she shut the porno off just as the guards were ready to climax, allowing the two a sigh of relief, “Dash..I am SO sorry for that.”

“N..no prob Twi…” Dash replied, blushing still, “...So uh...why was…”

“She was most likely in heat...and when she is, she calls herself..ahem, Molestia,” Twilight explained, blushing up a storm.

“That explained the name on the box…still damn…”

“Y..yeah…” Twilight nodded, blushing still.

The two didn’t say anything further as they looked away from each other, the room so silent, you could hear a pin drop. That is until…

“..Damn it…” Twilight sighed to herself a bit, making Dash look at her, “I knew it wasn’t a good idea to watch that.”

“No sh-” RD began before she noticed what looked like a small trail of juice trailing down Twilight’s leg, the source slightly coming from underneath the Alicorn’s skirt, “...oh….that’s why.”

“Y-Yea…” Twilight nodded, blushing up a storm.

“....Uh..since it won’t be a long while until the others get here…” RD began with a blush, “...Y..you want to fool around?”

If Twilight had been drinking anything, she’d spit take right there, but she just looked at Dash with a look of both shock and confusion.

“HUH?! Wh..where did THAT come from?!”

“Sorry! it’s just...damn it! That movie made me a bit horny, okay?!” Dash argued.

“D-Dash? I…” Twilight paused before clearing her throat, “I...I’m sorry. I-I didn’t mean to raise my voice.”

“No no. It’s okay. I should apologize for suggesting it in the first place,” Dash sighed as she looked away, blushing.

“W-Well...S..since the others won’t be here until later...o..okay.”

“Huh?” Dash blinked before she noticed Twilight’s vest drop to the floor, causing the tomboy to turn and see Twilight unbuttoning her white dress shirt, the top buttons undone to show her moderate D-low E cup breasts covered in a black bra.

“L..let’s..as you put it..f-fool around,” Twilight stuttered a bit as she let her shirt slide off, the alicorn reaching down to her skirt before taking it off as well, showing her black panties.

Seeing this made Dash blush bright red, the tomboy giving an audible gulp.

“Y..your..ahem. Your turn Dash,” Twilight said, blushing a bright red as well.

“Huh? U-oh! Yea. Right,” Dash nodded, taking her jacket off first before she threw her shirt off, causing Twilight to blush heavily since..well, the tomboy was topless. Dash looked between her own breast (which were a high C-moderate D) and Twilight’s before she let out a sigh, “Damn it…”

“What’s wrong?” Twilight asked, wondering what has teh tomboy upset.

“Your breast are bigger than mine…” Rainbow Dash admitted, “..In fact, out of all our friends, Fluttershy has the biggest rack while I….” she paused before she began to cry waterfall tears, “Have the smallest~”

“Oh Dash… there’s no need to act like that,” Twilight assured, hugging her friend before an idea popped into her head, “...I think I might have an idea.”

“Huh?” Dash blinked at that, “What’re you talking about?”

“Just sit there and let me try something,” Twilight stated as she took a step back. Her horn then glowed before her hands moved, Dash feeling something with her breasts, hips, and flank.

“Huh?” Dash blinked as she looked down before her eyes widened, seeing her breast, hips, and flank starting to grow in size, causing her to blush and moan until her figure was identical to that of Twilight’s, “?!..W...wha...how did…”

“It’s something i picked up in a spell book. I just have to imagine of..ahem, somepony’s figure, I.E their chest size, hips, and flank, and apply it to somepony else.”

“..So you can give me a figure similar to yours?”

“Yea..that, or like Fluttershy or Rarity’s figure.”

“Wow… and is this permanent?” Dash checked, not sure as she played with her boobs.

“Well...kinda yeah.”

“Honestly… I like it…” Dash smiled, “...As long as it doesn’t interfere with my flying of course.”

“It doesn’t..I assure you.”

“Well then…” Dash started before she quickly stripped her running shorts and panties off, licking her lips a bit, “Let’s have some fun~”

“Huh? w-kya!” Twilight yelped when Dash tackled her onto the couch, “R..Rainbow Dash?!”

“C’mon, Twi. We both know that we got the hots for each other~”

“...I..I have no idea what you’re talking about, Dash,’ Twilight tried to deny, though the blush on her face proved otherwise.

“Yea, not convinced,” Dash smirked, kissing Twilight, who was shocked at first, but soon melted into the kiss, a strap of her bra falling off her shoulder, “..Let’s do something about those bra and panties, shall we?”.

Twilight just nodded, allowing Dash to remove the undergarments, starting with the bra, allowing her breasts out into the open. She then moved down and slowly removed Twilight’s panties next, sliding it down her legs as she tossed it and the bra to the side.

“Now that’s one fine looking body,” Dash grinned as she looked at Twilight’s bare form the alicorn blushing.

“Th...thanks, Dash.”

“So… let’s see...what to choose first?” Dash pondered as she looked up and down Twilight’s body before stopping at her chest, “...I am a bit..thirsty~”

“Th-thirsty? Wh-” Twilight began before Dash grasped both her breast, “A..ahh~”

“So big… I bet they taste good,” Dash grinned, licking her lips while she fondled Twilight’s breasts before she took the alicorn’s left nipple into her mouth and began to suckle it.

“A...ahh~!” Twilight gasped, moaning as Dash suckled her left breast, the tomboy’s tongue flicking off the nipple while she fondled the alicorn’s right breast, giving it a squeeze and pinching/twisting the nipple every so often, “D..Dash~..N..not so rough~”

Dash just smiled as she continued, giving the nipple a small nibble as she tugged it back a bit with her teeth before letting go, causing Twilight’s left breast to jiggle a bit before the tomboy resumed suckling off it.

“Oh...oh~ oh..yeah~” Twilight began to moan, the pleasure starting to get to her as her horn began to glow a bit, about to climax before Dash stopped, “Wh...why’d you..stop?”

“Because i want something else to taste~” Dash grinned, licking her lips once more as she lowered herself to Twilight’s marehood and began to lick it.

“a-Ahh~~!” Twilight gasped, Dash happily licking Twi’s marehood as she held the Alicorn’s legs over her shoulders, the tomboy not noticing Twilight’s horn glowing.

“Mmm~ Pretty tasty, Twilight~ P-” Dash began before she felt something go into her pratically soaked marehood, ”Gh~?!”

“You didn’t think I’d let you have all the fun, Dash,” Twilight grinned as her horned glowed, a magic made 'dildo' in Rainbow Dash’s marehood.

“Gah~S...sneaky of you, Twili-ahh~” Dash moaned a bit as she felt the ‘dildo’ go in and out of her, the tomboy resuming eating Twilight out.

As Twilight’s horn glowed brighter, Dash felt her wings “POMF” up, the tomboy already on the verge of climaxing as the ‘dildo’ began to go in and out really fast.

“G..gah/ahh~~!” the two moaned loudly in unison as they climaxed, the two releasing their juices as Twilight’s horn burst with magic, one small spurt hitting Dash in the clit.

“Gh?!” Dash froze when she felt a hot feeling in her pussy, “Wh...what the Tartarus?!”

‘D...dash?” Twilight panted as she slowly raised her head before blushing heavily, seeing something beginning to grow out of Dash’s marehood.

Dash moaned louder and louder before her clit started growing, and it kept growing until it looked like a 12 inch horse cock.

“...Twilight. What the hell...did you just do?” Dash slowly asked, looking at her hardened member.

“..i..I don’t know….” Twilight answered, her gaze seemingly fixated on Dash’s cock, her nipples getting erect and starting to drool a bit.

“....Uh...Twi?” Dash spoke up, snapping her fingers in front of Twilight’s face, but got no response, “Hello? Need ya to explain why I…”

“Yea...s..sure…” Twilight droned off, still staring at Dash’s cock, “It’s magic…”

“It’s...seriously? That’s your ans-” Dash began before next thing she knew, Twilight’s mouth as on her cock, “Gh~?! Wh-what the h-ooh~ Hell, Twi~?!”

However, Twilight ignored Dash as she simply continued to suck on Dash’s newly formed member, the tomboy grunting/moaning a bit as she gripped the couch cushions. This went on until they felt the member twitch in Twi’s mouth, the Alicorn’s tongue rolling around the tip.

“O..oh man..Twi.I think I-Guh~!” Dash grunted as she came inside Twilight’s mouth, which surprised the alicorn before she pulled out, coughing a bit as the last bits of cum sprayed on her face, “D..damn. What the hell got into you, Twilight?”

“No idea. Just..felt like I was in a trance or something…” Twilight admitted, blushing up a storm before swallowing whatever of Dash’s seed had got in her mouth.

“Oh… still...Kinda took me by surprise there, Twi. But…” Dash paused as she looked at her member, “...Why do I still have a dick?”

“I dunno.”

“You don't...What do you mean you don’t know?!”

“I’m sorry! Just..I don’t even remember what I did to make it appear in the first place!”

“Oh...I-I see. Well..can you see if you can make it...I don’t know, disappear?”

“...I’ll try,” Twilight replied as her horn glowed, covering Dash’s member in a magic aura before it ‘popped off’, changing into a rainbow colored dildo, “...That...was easier than I thought.”

“Yeah but...why a dildo?”

“I can’t make it disappear altogether, so I had to try and change it into something elses and..well...you see the result”

“R-Right…” Dash nodded a bit, “..Still...damn. We kinda got a bit wild, you know?”

“Y-yeah...Um..Dash?”

“Yeah Twi?”

“Remember what you said before we...ahem, began? A-about how we..ahem, ‘have the hots for each other?’” Twilight quoted

“Y-Yeah? What about it?”

“W...well…” Twilight paused as she blushed, picking her clothes up off the floor, “I..I…”

“...You what, Twi? Dash asked as she slid her shirt back on.

“I… I was wondering if...well...if you wanted to be my..mare...friend?” Twilight asked as she braced herself for Dash’s response.

“...R-Really?” Dash gasped, blushing as much as Twilight was, “Wait...d-does this mean you really…?”

“Y..yes...I…” Twilight paused as she blushed further, “I...I love you.”

“...For how long?”

“For as long as we’ve been friends…Dash, You’re truly one of the greatest, most loyal ponies I’ve ever met….and I couldn’t be happier to be your friend.”

Dash just smiled, tears forming in her eyes before she pulled Twilight into a hug.

"Thanks Twi. You’re a great friend too, and that’s one of the reasons I love you too…”

“Dash…”

“Twi…”

The two smiled, about to kiss before they heard a knock on teh door.

‘Damn it!’ the two mentally cursed.

“I’ll get it,” Dash offered as she stood up, quickly putting her pants back on, “You hurry and get change.”

Twilight nodded, doing the same, getting ready for the Game Night jsut as Dash opened te front door, seeing a familiar shy pegasus.

“Hey Flutters."

“H-hey, Rainbow dash. Um...A-apologies, but Pinkie’s not joining us tonight.”

“Huh? Why? She got other plans?”

“Yes. Sh-she didn’t say, exactly.”

“Typical Pinkie. Keeping us in the dark as always.”

“Oh well…c-can I come in?”

“Sure,” Dash nodded as Fluttershy walked in, “..So, where’s your coltfriend, Silver?”

“He’s on his way. He just had to drop Timid off.”

“Ahh. I see,” Dash noted, “Well...make yourself at home I guess. Once Twilight comes back down, we’ll wait up on the others.”

“O...okay.”