The Second Floor Club

It was a chilly night in mid-fall when Twilight burst in to Sugarcube Corner, mane and tail slightly messy. Mrs. Cake hurried over to her. Despite her more sanguine recent behavior, everypony in town still knew that when Twilight became disorganized, the situation was potentially dire.

"Hello dear-er, princess," she began, "what can we do for you?"

Twilight frowned at her, but her purposeful gait faltered a bit. "I've told you 'Twilight' or even 'dear' is fine, Mrs. Cake," she said, "and I'm at the end of my rope! The other princesses want to have our next summit here later in the winter, and I can't for the life of me find a venue I like!"

Mrs. Cake couldn't quite hide the confusion from her face or voice. "But...don't you have that whole castle?"

"Yes, but it's not Ponyville! What's the point of having a princess summit here if it's just in another giant magical castle? Cadance's is even made of crystal too, and hers has history! And really nice tapestries. I want to have it somewhere that feels like Ponyville! But Applejack needs all her space for the harvest, and Rarity is convinced her Boutique isn't good enough, and I can't find anywhere else that feels right. The hotel doesn't even have a conference room because it's a B&B! So I'm hoping Pinkie's around, so I can ask her, I figure maybe she has some secret party venue."

Mrs. Cake blinked at her, then smiled. "I don't know about secret, uh, dear, but she uses our event space here all the time."

Twilight blinked back, but her mane and tail settled a bit, and the blinks seemed to clear a bit of the disturbing look from her eyes. "You have an event space here?"

"Oh yes! It isn't the biggest, but it's got room for a dozen or so ponies, and it's right above the kitchen so it's always nice and warm. And it has a dumbwaiter so we can send up treats without interrupting."

"Oh, it sounds perfect! Can I take a look?"

Mrs. Cake's smile faltered a little. "Well, uh, it's in use now. Your friends use it for their little get-together, just like usual."

"My friends have a usual get-together?"

"Oh...oh, I'm sorry, I assumed you knew. They use it every week. Uh, I'm sure they didn't mean to exclude you."

"Yeah," Twilight murmured, "I'm sure they didn't." She was trying to hide a frown, mostly without success, but rallied to a mostly-convincing casual smile. "Well, can I come back and take a look tomorrow afternoon? You're right that the space sounds perfect!" Her appearance was back to normal now, and Mrs. Cake had to suppress a sigh of relief.

"Of course, dear! It's free all day tomorrow, so any time!"

Twilight nodded and headed out, seemingly cheerful. Mrs. Cake let out a long breath, only noticing then that she'd been holding it.

Twilight had nearly panicked, as usual. Also as usual, Spike had talked her down.

"Are you really going to worry this much, after all this time?" He'd rolled his eyes at her. "Just ask them! They're your best friends. I'm pretty sure if they didn't trust you, you'd never have saved Equestria. The sixth time. If you're worried it's some big secret, just show up and tell them how you found out! I'm sure they don't mean to keep it secret from you."

He'd been right, as he usually was when being the voice of reason. And so, a week later, Twilight teleported herself into the second floor event room at Sugarcube Corner, twenty minutes exactly before the scheduled meeting time.

It certainly was a nice space. She'd checked it out with Mrs. Cake as promised, and it was as ideal for the princess summit as it was for a private meeting of friends. The center of the room held a small table with benches along each side, large enough to sit four to six ponies comfortably. Six luxurious plush couches around the edges of the room doubled the occupancy, though the couches were large enough for two ponies to lie side to side in a pinch, or if they didn't mind a bit of snuggling. The main oven's chimney ran up the center of one wall, keeping the room cozy even on the cold nights, with the promised dumbwaiter next to it. There were no windows, either to the outside or to the rest of the building, keeping the space private. She'd verified during her inspection that the room was magically soundproofed in line with the standards for conference rooms, keeping the customers downstairs, or the Cakes in the kitchen, from overhearing anything.

For additional security, the soundproofing was one-way, allowing the room's occupants to hear approaching voices or hooves normally. Per regulations, this was to provide plenty of warning so the ponies inside could hide sensitive presentations or the like in case of unexpected guests, and so they could hear emergency warnings from outside the room, like the town bell. Today, though, it let her catch snatches of conversation as her friends arrived.

"--that's what I told her," Rarity's voice came through the wall, light with near-laughter, "but she insisted he'd been very clear he preferred stallions. Poor dear. I'd never tell her the truth, of course, since Pinkie told me in confidence, but--" She cut off as she opened the door and saw Twilight sitting on one of the far couches. The rest of her friends were behind her. All of them drew up short.

"Oh, uh, hello dear," Rarity hung her head slightly as she entered the room. "Were you, ah, waiting for us?"

Twilight nodded. "Mrs. Cake told me you met up here every week, when I was asking her about spaces for our summit. I thought I'd come by and," she swallowed and paused, "see if you minded."

Rarity flopped down one couch over with a sigh. "I don't mind," she said slowly, "but I wish you'd asked first. It'd be a bit less...awkward. Are you hurt we've not invited you?"

Pinkie Pie bounced into the room as if nothing unusual were happening and landed with a sigh on a couch. Rainbow Dash followed her not much later. Applejack came into the room and stood awkwardly by the table, hat half-over her eyes. Fluttershy only made it far enough in to let the door close fully before shrinking and staring at her hooves.

"A little," Twilight hung her head, "I thought about asking, but I thought if you hadn't told me, maybe you'd rather not discuss it outside. I guess I probably over-thought it."

"Oh, I suppose that makes sense," Rarity nodded. "And you're not wrong, it is embarrassing. Really just because we didn't tell you though. We all wanted to, after a while, but...oh, it was such awkward timing! We started meeting here not long after we met you, and back then we thought if we asked, you'd, well, freak out. And then by the time we all wanted to ask, it had been so long, you know, that explaining it all seemed awkward. Every week somepony would bring it up, and we'd all swear we should, but somehow nopony ever stepped up. I'm sorry."

The rest joined in a chorus of "sorry"s, and glancing around Twilight was relieved to see that all of them were, at the least, willing to meet her gaze.

"Oh girls," she said, feeling a genuine smile on her muzzle, "of course it's okay, I know you didn't want to hurt me. But why was it so awkward? If you were worried I'd freak out if you told me at first, I guess you aren't just meeting for muffins and a chat."

"Oh, we'll have plenty of muffins!" Pinkie beamed at her. "Don't worry about that!"

Applejack chuckled at her and made herself comfortable on a couch. "We do mostly just chat, sugarcube," she turned to address Twilight, "but it's kinda a, uh, specific kind of chat. That's why it's awkward."

"Can't you just tell me?" Twilight sighed.

"Consarn it, I'm trying, but it's embarrassing--"

"It's when we talk about sex, Twi'," she said, sticking out her tongue at Applejack. "It's no big deal."

"Well, I wouldn't put it so rudely myself, but yes," Rarity said, "we discuss our, ah, romantic adventures. That's why we didn't invite you at first, darling. You were so new to even having friends, we feared hearing about our antics would be...overwhelming."

"Like your stories'd 'overwhelm' anypony," Rainbow snorted at her. "But yeah, you weren't ready for mine for at least a year." Rarity rolled her eyes.

"Wait, so you just show up every week and talk about stallions?"

"And mares," Rainbow Dash said.

"And griffins and donkeys!" Pinkie grinned at her.

"Sometimes other things too," Fluttershy muttered.

"And you don't mind if I join you? Even though I don't...have that much to tell?" Twilight looked at her hooves, cheeks reddening. Suddenly she felt warm fur against hers. Pinkie and Rarity had joined her on the couch and were leaning against her encouragingly.

"Of course, silly! You're one of our bestest friends ever! The only thing better than having a great time is telling your friends about it after!" Pinkie nuzzled her.

"Ah, quite," Rarity said. "Some of us are already more...particular than others. We don't all have something to say every time."

"Yeah, 'Shy almost never says nothing," Applejack said, "but when she does, oooh-eee." She grinned at Fluttershy, who seemed to be trying to sink entirely into her couch.

"Okay then," Twilight smiled at them all. "Thanks girls, I'm sorry I worried about this at all, and sorry I didn't just come ask one of you. I should have known you'd worry about it just as much as I did." All five of her friends clustered around to nuzzle her.

"Shoot, ain't nothing Twi," Applejack said, "I'm just glad you finally know. It didn't feel right without you, especially the last few years." Everypony else voiced their agreement. "Anyhow, I remember you had big plans with whatshisname Rarity, what--"

Rainbow cut her off. "Hold on," she smirked at Twilight, "since it's Twi's first time, she should start."

"Oooh, yeah, like a 'if it's your first time, you have to fight' thing!" Pinkie said.

"I have no idea what that means," Dash said. "But I've never heard Twi talk about this stuff ever. Even a giant egghead must have at least one juicy story by our age." Everypony turned to look at Twilight.

"Well, wha'dya say, sugarcube? Got something juicy to tell?"

"Well, uh, I was sort of hoping I'd hear somepony else first, so I had a good idea of what kind of thing you want..." Twilight blushed.

"Come on, this isn't homework," Rainbow rolled her eyes. "We're not gonna grade you. We just want to hear dirty stories from our friends."

"Hey, she loves homework, I bet an assignment'd be the perfect thing!" Pinkie tapped her hoof for a minute, then grinned. "Okay I've got a good one! Twilight, your first assignment from Professor Pinkie is to tell us about the most turned on you ever were before you met any of us."

The "assignment" seemed ridiculous, but Twilight's deep-seated academic instincts whirred, and she felt herself composing despite herself. Before anypony could argue with Pinkie's task, she settled into the couch, Rarity and Pinkie still leaning against her, and cleared her throat...

Twilight's First Story: The Closet

It was a normal summer day, back when I was Celestia's personal student, in Canterlot. I'd had my cutie mark for two and a half years. It's different here, but in Canterlot that's a strange time for most unicorns. You're legally a grown-up pony, but you're still in school with plenty that aren't. Most of us still spent summers at home, too, including me. It's a lot like being half an adult, or something.

In my case, it was less than half in the summer. My parents were really overprotective, so even though I was able to take care of myself, they brought in foalsitters whenever they had to spend time away. It was incredibly silly, especially since the school's policy was that students my age had plenty of time unsupervised. I had more freedoms at school than I did at home, and I resented it.

Anyway, on the day in question, I was home for summer break, but my parents were out. I think my mom was doing a book signing. They were going to be home late, and Shining had a hoofball game, so they brought in Cadance to watch me. By that point she'd realized I was way too old for real foalsitting, but we didn't have too much in common anymore. She wasn't a full princess yet, so she barely knew Celestia, and she spent a lot of social time at school. I didn't, of course. So we did our little greeting, as always, and chatted a bit, but mostly she left me on my own to read in my room, while she hung out downstairs in case I needed anything.

By the time it started to get dark, I'd finished my book. It was Golden Ratio's Meditations on Alchemical Admixture, a true classic!

"Leave it to Twilight to forget where here parents went, but remember exactly what book she was reading," Rainbow Dash snickered, before Fluttershy glared at her.

I remember because it's relevant! It was my first time reading it, but I wondered if the ideas might be relevant to Precise Format's Last Recipe, so I wanted to re-read my favorite book about it, The Million Bit Recipe. I went to get it from my shelf, but then I remembered I'd loaned it to Shiny. I really wanted to read it again, so I went into his room to find it.

Rarity raised her leg to her mouth and made a scandalized gasp.

Yeah, Shiny was a self-conscious young stallion back then, so I wasn't sure he'd want me in his room. But I was totally fixated on finding that book, I thought I might be on the verge of solving a thousand-year-old riddle!

"I'll bet you were, too" Applejack said.

Well, yes, but that's not the point of the story. Not even I get turned on by solving magical problems. Anyway, his room was a mess, and I had no idea where the book was. So I just started rooting around in piles of junk hoping to find it. I was in the middle of digging through one when I heard Cadance coming up the stairs.

In my house in Canterlot, Shiny's room is on the other side of the landing from mine, so there was no way I was going to be able to get back into my room without Cadance seeing I'd come from his. I had no idea what to do, so I panicked. I shut his door as quietly as I could and was totally silent, listening to what she was doing. I heard her walking over to my door, and I was terrified she'd go inside and find me missing. Instead she just knocked softly and asked if I was awake. I guess she was satisfied I wasn't when I didn't answer, because I heard her hooves coming back towards me.

She could have just been going back downstairs, but the whole situation made me feel like I was a filly again and I'd gotten caught practicing my magic on the cookie jar. So I assumed she was coming for me, and dove into Shiny's closet and shut the door. I heard her open up his door and my heart was racing, I thought I was moments from being caught. I thought I'd never be able to explain and would be expelled for being a pervert! But I just heard her wandering around Shiny's room, and eventually I got confused about what she was doing in there.

Our parents always wanted us to be well-groomed, so they made sure we had plenty of mirrors. In Shiny's case, he had one on his bedroom door and one on his closet door. At that point I'd already mastered Clover's Perfect Reflection, which lets you use one mirror to see out of another. It's the same spell the unicorn guard use to watch their interrogation rooms without the suspects being able to see them. It's got a terrible range, but works great within the same house. So I used it to link the two mirrors, and see what Cadance was doing.

I nearly screamed when I first set it up. She was using the mirror, so it looked like she was looking directly at me! Fortunately I managed not to. She was fixing up her makeup, which seemed strange, but it was nice to get such a good look at her. I'm sure I don't need to tell you she's a beautiful mare,

Rainbow Dash whistled appreciatively.

"You owe me ten bits," Applejack told Pinkie, "I told you she was into mares."

I'm just saying, she fits almost every commonly accepted standard for beauty in mares! She wasn't quite as tall back then, but she still had the perfect coloration, the lovely features, the elegant lines. Ahem. Anyway, it wasn't really sexual, but she was my old foalsitter, you know? I'd always looked up to her as being older and beautiful so I was fascinated by being able to see her like that, working on her appearance.

She finished up with her makeup, then tossed her hair around, looking at how it fell over her face and using her magic to try out a few variants. Then she turned around and started doing the same with her tail. I almost turned it off, every time she tossed it I could see her labia--

"Oh come on, are you really going to use the anatomical terms? That's not hot at all." Rainbow Dash rolled her eyes.

Fine. Every time she tossed it, it looked like she was presenting to me. I could even see a bit of dampness between her lips. I couldn't look away, and I felt myself starting to get wet too. Then she went and lay down on Shiny's bed! She turned her rump towards the door and looked over her back towards the door, and had these come-hither eyes, I was enthralled. Then she flicked her tail aside, and she was presenting, nothing unintentional about it, right at the mirror. She winked with her marehood, and I could see it was all wet inside. I had to fight not to moan, I was dripping too, I was worried my smell would get out under the door and give me away.

I was so distracted I didn't hear the hoofbeats coming up the stairs until they were almost at Shiny's door. As soon as I did, I lost view of Cadance and was looking at a bare wall; I was aroused enough that it took me a minute to figure out somepony had opened the door. Before I could really process it, the door closed again Shiny himself was mostly blocking my view of Cadance. I was seeing him from behind, obviously, but he was swishing his tail in excitement, and every time it moved aside I could see he was erec--fully hard.

I know he's my brother, but I was already aroused from looking at Cadance, so seeing his balls clenched and his shaft hanging hard beneath him turned me on even more. I hope you don't all think I'm a freak.

Rarity and Pinkie leaned in closer, and Rarity nuzzled her encouragingly. Around the room the others shook their heads. Twilight smiled her thanks, but shivered a little at the feeling of their warm coats pressing near her cutie marks.

Cadance and Shiny never told anyone they were dating - that's why I was a little surprised when they got married - so I wasn't sure what was going to happen. I was so close I could hear everything they said, though.

"Welcome back, Captain," Cadance had this incredible bedroom voice, all husky, it sent shivers through me and I wasn't even the one she was talking to! It's no wonder she turned out to be the Princess of Love. Shiny was captain of his hoofball team, and he already wanted to be in the guard, so I was pretty sure he loved being called "Captain". From what I could see between his legs, I was right. His shaft raised up a bit, and he almost reared. Cadance smiled at him and I felt it right in my belly.

"We won," Shiny said, though his voice was thick, "want to celebrate?"

She smiled again and nodded, and he went over and started kissing her, mouth on mouth.

"You really should have seen that wedding coming, darling," Rarity murmured.

They never said anything about it! I thought it was just a school fling, or that she had some arranged marriage for when she became a full princess!

They kissed for a long time. I'd never seen anypony doing that, so I wanted to get a better look, but I couldn't really see well from the mirror. Shiny's head kept getting in the way. I heard them nickering when they came up for air, though, and Cadance was getting so flushed that even her coat around her cutie mark, which was all I could really see around Shiny, was getting darker. I was dripping at that point and the closet air was thick with musk, I'm not sure if it was mine or hers or both. I desperately wanted to have lips on my mouth kissing me like that, and I almost whimpered, but I knew from how easily I could hear them that if I made any noise at all I'd be found out.

Cadance started rubbing him with her wings, and then I saw the gleam of her magic on his shaft. It was mesmerizing. Since magic's translucent, especially her light pink on his mostly black shaft, I could see his skin moving as she pumped it. Even though the angle wasn't great, I could tell how hard he was, and I could see him harden more under her magic. I heard him groan.

She broke the kiss and whispered something I couldn't hear. He nodded, and climbed up onto the bed. I was trying to control my breathing, lest I pant and be heard, but seeing him climbing up onto the bed with her made me bite down on my lip to avoid moaning, and I couldn't help but pant a little, I was so turned on. I desperately wanted to use my magic to play with my own marehood, but I knew if I had an orgasm I couldn't stay quiet enough.

As soon as he was on the bed, he climbed on top of her. I got a brief glimpse between her legs, where she was winking like crazy, and saw she'd left the sheets damp. I realized the carpet of the closet where I was sitting was damp too. Then his shaft blocked my view, not inside her, but dangling down like a tail, the top pressed flat against her passage. I could see her damp lips around the sides. They were kissing again, frantically, and she stroked his barrels and shoulders with her wings.

I imagined being her, pressed beneath a heavy stallion, feeling his weight bearing me into the mattress, the thin fur of his belly on my back. I imagined feeling his warm, hard shaft pressing against my folds, how slick it would become just from that slight contact. Then I imagined being on top of Cadance, her pink coat soft against my belly and nipples, her lips on mine, her downy feathers all over my body. I wondered what it would feel like to have a shaft to press up against her. I remembered her eyes and voice and shuddered. Once again I had to bite my lip to avoid making too much noise, and nearly drew blood.

"Stop teasing me, Captain," she said in that same husky voice, which felt like it went to my nethers rather than my ears, "I've already been waiting all night."

Shiny raised his hindquarters. I held my breath. He wriggled to position himself, tossing his tail and straining his leg muscles. He looked so powerful. He let the flare of his cock rest just between her lips, snug enough not to move. Cadance broke the kiss and drew in breath so hard I could hear it. I did the same. I was in that moment intensely jealous of my foalsitter, even as I recognized how gorgeous she looked, with Shiny poised right at her entrance.

Then he bore down hard, and sank fully into her in one long stroke. According to my later reading, that indicates that this was not their first time rutting each other. I'm also given to understand that such a maneuver would be intensely painful as a first sexual experience. But there, sitting on the floor of that closet, watching my foalsitter spitted by my brother, I would have begged for it, all the same. I let out my held breath in a half-pant, half-moan that I was sure would have gotten me caught, save that at that moment Cadance let out a full-throated moan as Shiny started to thrust in and out of her at a steady pace.

Watching him rut her was half-paradise, half-torture. I knew the mechanics of mating, of course, as an educated pony. I'd even found learning it arousing, enough to pleasure myself with my magic immediately after the lesson, and from time to time after. But there was no comparison between dry diagrams and descriptions and seeing Shiny's mottled shaft plunging in and out of Cadance - my beautiful foalsitter! And now I couldn't pleasure myself with magic or anything else, lest I give myself away. I could only watch, slowly soaking the closet rug with my desire to be similarly impaled.

I became hyper-aware of little things, like how the sheets moved as they tossed them around, or how Cadance's tail flicked over the top of Shiny's shaft when he pulled out of her, only to flip joyously to the side as he plunged back in to the hilt. I saw his sack clench and move as he buried himself in her and stayed, and heard them both yell out. I realized a moment later, to my horror, that he was inseminating her, and that she didn't seem to mind.

"Oh yes, give me all of it," she moaned, and he obliged, kissing her mouth, slightly sideways as he lay on top of her. All the while he was hilted in her, and I saw his balls clenching, pumping out their cargo. My rational mind was terrified that she'd get pregnant and cause a scandal, but I ached to know what it felt like, whether she could feel the ropes of seed I knew he was pumping as deeply inside her graceful body as he could. If it were possible to orgasm from visual stimulation alone, I would have then and there, but for good or ill, if anypony can do it I can't. I could only stew in my own juices.

He withdrew, and the burst of white that followed, along with the steady trickle out of Cadance's opening, left me in no doubt that I'd been correct that he'd come a great deal in her. I knew I should be horrified that my brother had apparently just intentionally impregnated a princess-to-be, but there wasn't room around my arousal, and my jealousy of both of them.

I learned once I became an alicorn that our fertility is entirely voluntary, which cast the whole thing in a whole new light. I expect it would come in handy if I ever had any sex. At the time, though, I could only file it away as a problem for later. The problem for now was that I was trapped in my brother's closet while he and Cadance enjoyed post-coital cuddles. Fortunately for me, though perhaps unfortunately for the tale, they seemed uninterested in a repeat performance. From what I overheard of their low conversation, I think they were worried I would wake up, or my parents would return. After a few minutes of kissing and cuddling, they went to the bathroom to clean up, leaving me to take a nerve-wracking but successful run back to my own bedroom.

I pretended to be asleep all through their shower, but it was torture. I imagined him mounting her in our large shower stall, her wrapping her hooves around the safety bar to steady herself as he rutted her silly again. And I couldn't get the image of her seed-dripping marehood out of my mind, nor stop imagining what it would feel like to be myself so full of sperm that it dribbled out of me.

"Eventually they went downstairs and I brought myself to a very satisfying orgasm, but not before I'd completely soaked my sheets," Twilight finished. "But lying in bed like that, pretending to be asleep, with only my memories and my imagination, was the most turned on I've ever been."

She realized her friends had been silent for a while, and looked around. Rarity was fanning herself, her whole coat flushed pink, looking awkwardly similar in color to Cadance's. Pinky was pressed very close to her, their cutie marks touching, creating a tingle in Twilight's flank that she hadn't noticed only because telling the story had so turned her on. Fluttershy's face was completely hidden under a cushion, but her legs were twitching. Applejack and Rainbow looked fine, but the farmpony gave her a surprisingly shy-looking smile.

"The most turned on until you came to Ponyville," Rainbow said. "I know I make everypony so hot it's not fair to compare."

Twilight just rolled her eyes, but was suddenly self-conscious.

"So, uh, was that okay?"

"Oh, I should say so," Rarity said, her voice notably deeper. "But you rather outdid our usual standards, darling. In the past, we've been rather less...detailed, in our descriptions of events."

Twilight blushed deeply. "Oh, I'm so sorry! I gave you erotica when you just wanted a bar story!"

"That's quite alright, sugarcube," Applejack said, "I reckon I wanted just what you gave me, I just never realized it. I'll be trying to do the same with my next story." Everypony else nodded or muttered agreement, except Fluttershy, who just eeped.

"Yes, I do say I now wish even more that we'd asked you to join ages ago," Rarity said. "But I'm afraid we'll have to extend our reservation for the future. Our time is nearly up for this week, and we've only heard the one tale. Pinkie, please get us the whole evening starting next week. I presume we shall see everyone again then?"

The ponies nodded, and went, at various levels of steadiness, on their way.