The Second Floor Club

by Lady Lindyne

Night 4 Post-Game: Sleep Over, Part 1

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"We won't get our cutie marks by not doing things," Scootaloo finally said. The wind was whipping up as the storm approached, and she stood closer to her friends to be heard over the gusts and occasional distant rumble of thunder. "What if this is our only chance, and if we go home, we never get our marks?"

"You're right," Sweetie nearly hopped off the roof in newfound excitement, and was saved only by Apple Bloom stepping in the way. "Eep! Let's get down and get in that dumbwaiter. Cutie Mark Crusader Infiltrators, yay!"

"I'm not sure it counts as infiltrating if the Cakes told us where the spare key is," Apple Bloom said.

"Whatever! Cutie Mark Crusader Spies, then! Come on, AB, before we get wet!"

"From what they were saying down there, seems like getting wet's a good thing," Scootaloo said.

"Uh, I don't think they were talking about rain, Scoots," Apple Bloom was blushing, as was Sweetie beside her.

"Whatever, let's go, I'm sure once we're there we can figure out what they meant."

Sweetie and Apple Bloom looked at each other for a moment and sighed, then all three began clambering down from the roof.

They quickly retrieved the spare key from the planter by the door and crept in. The dumbwaiter's door was freshly oiled, and slid open silently. Though the Crusaders didn't know it, this was in preparation for the upcoming Princess Summit, when the Cakes wanted everything to be in royal condition.

The interior of the dumbwaiter was empty, as expected, but now that they were looking at it, seemed far smaller than the Crusaders had imagined.

"How're we all gonna fit in there?" Apple Bloom said. "I'm not even sure it's wide enough for two of us."

"We'll be fine," Scootaloo said, pressing inside, "I'm sure it just looks small." She managed to fit all the way in and turn around, but Apple Bloom was even less convinced they'd fit three wide.

Nonetheless, Sweetie started wriggling in next to their pegasus friend. She got in easily enough, but had to contort so much to turn around and face the door again that she nearly flopped upside down in the middle of the effort.

"Uh, girls, there's no way I'm getting in there beside you," Apple Bloom said.

"Yeah, you're right," Scootaloo sighed. "Maybe once we get up there Sweetie and I can sneak out into the room or the rafters and send the thing back down?"

"No way," Sweetie said, "we can't abandon Apple Bloom! Besides, this thing's pretty tall. If we stand all the way up, you think you can get in below us, AB?"

Apple Bloom looked askance at the small space. "Maybe?" The other two stood, and did seem to have plenty of clearance still above them. She took a deep breath. "Here goes."

Scootaloo and Sweetie Belle's coats were warm and rough against her head, and several times they giggled as her ears and fur tickled their bellies. She had trouble working her legs below them, and ended up nearly lifting them free of the floor of the dumbwaiter on her back before she got far enough in to fold her legs fully beneath her. Eventually, though, she managed to cram herself in well enough they could close the door.

Sweetie hauled them silently up with her magic, and they heard the voices of the older ponies start suddenly as they passed the edge of the magical soundproofing spell. The mares were speaking normally, even excitedly, and the covering noise emboldened the fillies.

"Open it up, AB," Scootaloo hissed. "Just a crack, but I want to see them!"

Apple Bloom cracked the door, just enough for her, and Sweetie, who was above her forequarters, to peer out into the room. She discovered, though, that all six had congregated on the far side of the table. The ornate tablecloth, stretching all the way to the floor, obscured their view of events on the far side.

"Consarn it," Apple Bloom said, "that tablecloth's in the way."

"You can't see anything at all?" Scootaloo sighed, and Sweetie grunted the affirmative. "Wait...did you say tablecloth?"

"Yeah," Sweetie said, "a real nice one but it goes all the way to the floor. Why? Oh, wait, you think..."

"Yeah," hissed Scootaloo. "Come on Sweetie, open the door! We can totally make a run for it while they're still talking!"

Apple Bloom had serious reservations about this plan, but before she could voice them, the door slid silently open under Sweetie's magic, and her two friends tumbled out over her onto the plush, and thankfully sound-dampening, carpet. They both rose from their roll and darted towards the table, and Apple Bloom felt herself following, an instinct honed by too many misadventures. She wriggled carefully under the tablecloth and stopped, expecting the glow of Rarity or Twilight's magic to lift it at any moment and expose them.

But instead the cheerful voices of the older mares continued, and after a moment Apple Bloom's breathing and heartbeat returned to normal. She couldn't see anything in the darkness under the table except a few inches of light where it didn't quite reach the floor. That line of light was blocked in two places, each roughly the size of one of her friends, and it seemed they were doing their best to spy into the room through it. She crawled forward to lie between them, and pressed her head to the ground. She looked out into the room, and started listening to exactly what the other ponies were saying.


"You said your first sleepover was with Rarity and AJ, right Twi?" Rainbow Dash was sprawled out on her back, looking less focused than she'd been during story time. The six mares had moved all the couches together on the far side of the table, pushing them up against each other into a sort of large impromptu bed. Though they were all just idly chatting, knowing the whole night lay before them, the smell of arousal still lay heavy in the air.

"Mm-hm," Twilight said. "I got some invitations at school but, well...you know."

"Yeah, yeah, workaholic recluse," Dash shrugged. "But that means this is your first real sleep-over! That's awesome!"

"I beg your pardon," Rarity glared at her. "Just what is that supposed to mean? I think Applejack and I were wonderful company." Applejack cleared her throat, and Rarity had the good grace to blush. "Well, eventually, anyway."

"That was like, a foal sleepover. AJ told me all about it. Twilight had a checklist for what to do! And you actually slept!"

"Well I'm sure I don't know what the alternative is. If this is Twilight's first 'real' sleepover, it's mine as well. That one was the first I've had since I was a foal myself."

"Same here," Applejack said, "I dunno why you think that's such a big deal."

"Celestia, what kind of lives have you ponies had? Help me out Shy, you had some real sleepovers at flight school, right? Like sneaking into someone else's dorm?"

"Um," Fluttershy said, "no. I got invited to a few but they sounded scary. They had cider, and colts!"

"Of course they had cider and ponies you were attracted to. That's the whole point!"

"We don't have any cider here, though," Pinkie said, "Sugarcube Corner doesn't have alcohol."

"I know but...ugh, forget it! You ponies are hopeless!"

"Well I reckon we'll keep being hopeless unless you tell us what the buck you mean, Rainbow Dash!" Twilight reached a wing over and pulled Applejack back to the couch next to her.

"I just meant it's totally different when you have sleepovers after puberty," Rainbow sighed. "It's like...it's own kind of magic, you know? You see those ponies every day but then you're there at night, and you've got all these new hormones and sexual tension and it's like anything could happen! Like the start of a fantasy or something."

"Rainbow," Twilight said, "I'm impressed, I didn't know you could be that eloquent. But, uh, I think this one's a bit different. We don't have any new hormones, and we've been telling each other about our sexual exploits for weeks now. And some of us have already resolved our sexual tension," she nuzzled Applejack, who grinned.

Rainbow Dash sighed. "I know. But still, I feel like that, a little. I dunno, those were just some of my favorite times at flight school. I guess I was hoping to relive a bit."

"I think that's very sweet," Fluttershy said. "I'll help. What did you do at those sleepovers?"

"Well," Rainbow said, perking up a bit, "we usually played some card or board games for a while, you know, break the ice a bit, but we had Pinkie's story and now we've been talking so I guess the ice is broken. And we drank, but we don't have drinks here, and I'm kind of over that kind of drinking anyway. But the real party always started the same way: someone called Truth or Dare."

"We played Truth or Dare at our sleepover," Twilight frowned. "It was fun at the time because it's a thing you do, but it was kind of silly in retrospect."

"Then you were playing the foal version," Rainbow said. "The first time a filly went down on me it was on a dare."

"Oh my," Rarity flushed. "That sounds like quite the story."

"Not really," Rainbow sighed. "It was pretty lame. Neither of us had any idea what we were doing, we were giggling the whole time, and she'd barely gotten her tongue on me before the colts came in wanting to watch and we got distracted fighting with them." She looked at her hooves. "I guess most of 'em ended up like that really. It was just the thrill of not knowing they would."

Next to Twilight, Applejack was staring at their friend. Twilight was similarly shocked to find Dash in such an introspective mood. She felt she should say something to cheer her friend up, but before she could, Fluttershy spoke.

"Rainbow Dash," she said clearly, "truth or dare?"

"Huh?" Rainbow looked up at her and blinked.

"Truth or dare?"

Rainbow grinned. "Dare, obviously!"

"I dare you to kiss me."

"Wait...what, Shy? I thought you...I mean, aren't you into stallions?"

Fluttershy was blushing, and Twilight could tell she was fighting the urge to hide under the table.

"I gave you your dare. If you want to ask me questions, wait for me to pick truth. Are you turning down the dare?"

Rainbow didn't even bother to let her hooves touch the couch, reaching Fluttershy in a single flap of her wings. She pressed her muzzle up against her friend's, and Twilight could see it was slightly open. Fluttershy's eyes widened, then she closed them and Twilight saw her mouth open too.

They moved against each other for a long time, and Pinkie let out a low whistle. Rarity fanned herself. Next to Twilight, Applejack was open-mouthed and wide-eyed. Twilight hugged her with her wing, suddenly aware again of her arousal. Finally they broke. Pinkie let out a cheer. Fluttershy was blushing, and to Twilight's surprise, so was Rainbow Dash.

"Uh, AJ," Rainbow's voice cracked a bit, "truth or dare?"


"Woah," Sweetie Belle whispered, "I guess we've never had a real sleepover either."

Apple Bloom could only nod. She'd felt arousal before, of course, over the year or so since she'd hit puberty, but rarely like this. And the evening just seemed to be getting started.

"It's not fair," Scootaloo muttered, "how come Fluttershy gets to kiss Rainbow Dash?"

"You want to go out there and ask to join them?" Apple Bloom hissed at her. "Better than being so noisy they find us!"

Scootaloo shut up, and they went back to watching.


"Truth," Applejack said.

"Okay, I dare you to...wait, truth?"

"You heard me, sugarcube."

"Yeah, but I thought you weren't lame," Dash lamented.

"Play the game, Rainbow."

"Fine, I'll play all right. Truth then. Why don't you want to hook up with me? And don't say it's 'cause of Twi, because it's been way longer than that."

Applejack sighed. "You really want to do this now, Dash?"

Rainbow Dash just lay down on her belly and folded her forelegs over each other.

"Fine, but it's not gonna be what you want. I don't wanna 'hook up' with anypony. I always wanted what I've got with Twilight here," she snuggled closer, "a marefriend I love. And I do love you Rainbow, Celestia knows why, I love all you girls, and so does Twi. We told each other that before we made love the first time. But if I slept with you I wouldn't wanna go fast and hard, then go home. I'd want foreplay. I'd wanna kiss you before, and sleep next to you after. And that's not what you want, and that's okay, but don't start being a jerk about it. We just want different things, is all."

Rainbow looked away, and didn't say anything. Fluttershy tried to move closer to her, but she rolled over, an unconvincing look of nonchalance on her face. Applejack looked like she wanted to say more, but shook her head.

"Rares," she said instead, "truth or dare?"

Rarity also shook her head and blinked. "Oh, of course. Truth, I suppose."

"Hmmm," Applejack said. "Alright. During Pinkie's story, Twi was talking about somepony who did a sex study--"

"Maresey," Twilight cut in, "a real groundbreaker in the early scientific period!"

"Right," Applejack glared at her, but spoiled it with a smile, "well, it sounded like she thought maybe you weren't into stallions so much as into dicks. Do you think she's right? Does the thought of one of us rutting you with the studding spell sound hot? Like say Fluttershy?"

Rarity blushed, and Fluttershy eeped. "Oh dear, I suppose I deserved this one. Well, of course, I'm spoken for at the moment, and wouldn't want to cheat on Thunderlane. I told him about these meetings, and he rather likes the idea of us fooling around like last time, but I'd never do anything without asking him."

"Hold on," Twilight said, "you didn't answer the question. She didn't ask if you'd do it, she asked if it sounded hot. You have to tell the truth, it's a Truth! So what do you say? Does getting rutted by Fluttershy's magical penis turn you on?"

Rarity looked away, then sighed. "Yes," she finally said, and everypony laughed except Fluttershy, who buried her face in a pillow. Interestingly, though, Twilight noticed her lifting her tail and wiggling her rump even as she did so.


"Okay," Scootaloo hissed, "seriously, what do they mean? What's a penis, and why would it matter if Fluttershy's is magical?"

"How do you not know this stuff, Scoots?" Apple Bloom whispered. "I thought everypony knew how sex worked! Sweetie, you know what they're talking about, right?"

Sweetie didn't immediately answer, and Apple Bloom looked over to find her staring wide-eyed, looking nearly catatonic.

"I know," she finally whispered. It occurred to Apple Bloom that perhaps she'd taken her sister's admission poorly.

"We'll tell you later Scoots," Apple Bloom whispered, "it's too complicated for now! 'Sides, I think they might show you, with how they're going."


"Pinkie Pie," Rarity said, cutting through the giggles, "truth or dare?"

"Ooooh goodie, my turn!" Pinkie bounced around the makeshift bed, tail flopping lewdly. "Ummm, I dunno what to pick...they both sound so fun...let's go with...truth!"

"Hmmm," Rarity pondered. "I have to say, I'm not sure what to ask. I can't imagine there's much you wouldn't tell us if we asked normally."

Pinkie just grinned, waiting.

"That's not the point, Rares," Rainbow Dash rolled her eyes at her. "You're supposed to pick something scandalous or sexy! It doesn't matter if they'd answer normally, it's just something fitting of the atmosphere. Truth is all about setting the mood. It's like...foreplay." She glanced at Applejack, then quickly away.

"Very well then. Pinkie, we all know that you're, ah, fond of impregnation fantasies. So, pretend you must pick one of us to get Twilight's spell and father your foal, right now. Who do you pick?"

Pinkie sat down on her haunches, still smiling, but her eyes were wide.

"Oooh," she said, "that's a good one, Rares! You're all so hot!" She glanced at each of her friends, grinning. "But I think I'd have to pick...Twilight! It felt great when she bucked me last night, and I know she's got that alicorn fertility magic that'd put me in season, knowing for sure I'd get knocked up is such a huge turn-on. Besides, she's the only one who knows the spell, and I'd feel like a bad friend making her cast it on somepony else, you know?"

"I wouldn't mind," Twilight giggled, "but thank you, Pinkie."


"Okay," Scootaloo whispered, "I know I don't know as much as you two, but what are they talking about? Mares can't have foals with mares, right?"

"Sure they can," Sweetie whispered back, "there's a spell. It's in a bunch of Rarity's romances. Gives a mare stallion parts, that's what a penis is, just for a bit."

Apple Bloom hadn't know anything about the studding spell, and found herself more excited than she'd expected by the idea. Suddenly a vision of Sweetie Belle with a firm cock sprung into her head, and despite wanting to call it disturbing, she found she didn't mind. Covering her confusion, she elbowed her friends to quiet them down.


"Okay Twilight, since you're going to give me a foal, you might as well ask me for a truth or dare, too!" Pinkie said.

Twilight grinned. "I guess I'd better pick truth, I'm not ready to be a dad just yet."

Pinkie giggled back at her. "Okie dokie! Hmmmm...Applejack said you both love all of us. Do you mean like, love-love? If one of us had gone home with you instead of her, would you have thought about dating us?" Twilight looked at her and started to answer, but Pinkie cut her off. "Oh, I guess that's kind of like four questions, huh, so it's kinda cheating? Fine. What if Rainbow'd gone home with you instead?"

Twilight thought for a while, and looked over at Applejack, who grinned at her.

"It's okay sugarcube," she whispered, "I know you like us all, it's fine if you think she's hot. Hay, I do too, she's just too...Rainbow Dash."

Twilight nodded. "I was really horny that night," she blushed, "I invited Applejack in and all but told her I wanted her to come to bed with me. Rainbow's a great looking pony, I think I might have asked her in too. But she's different from Applejack too. I don't think she'd have wanted to be my marefriend. I might have been hurt she didn't." She shook her head. "But I guess that's not the question. Would I have hooked up with Rainbow Dash that night? Probably." She turned to Fluttershy. "Fluttershy, truth or dare?"

"Oh, uh," Fluttershy thought for longer than Twilight expected. Finally she went with truth, which Twilight had thought she'd pick immediately.

"Okay. You seemed pretty into kissing Rainbow Dash there, but you said you were into stallions. Are you in the same boat as Rarity? Were you imagining her with the studding spell?"

"Oh," Fluttershy blushed, "n-no. I've just wanted to kiss Rainbow for a long time, even though she's a mare. I think because I've known her so long."

"Interesting," Twilight said. "It sounds like you're in love with her, but not sexually attracted to her."

"You only get one question," Fluttershy stuck out her tongue, and Twilight laughed at the absurdity of it. "Rarity, truth or dare."

"Well," Rarity said, "I suppose if truth is foreplay, I must pick dare sometime, and at least I know I'm in good hooves with you, Fluttershy dear. Dare."

"I dare you to let me lick your marehood." Everypony stared and gaped. "Um, if you think that's okay. With Thunderlane I mean. I've just only ever tasted my own off my hoof, to try it out, and I want to know if yours is the same. Just a few licks."

Rarity was staring at her, blushing furiously, but she finally sighed and gave a small smile.

"He said it was fine if I told him about it after. I think he rather enjoys the fantasy. And I suppose I did ask for a dare." She lay on her back and let her tail fall on the bed, pointing her haunches towards the end of the bed facing the table. Her dark sex glistened between her pearly thighs.

"I must admit the 'foreplay' has been effective, you'll get a good taste," she said.

Fluttershy hesitated, then slid over next to her. She looked at Rarity for a moment, who smiled up at her encouragingly, then leaned down and ran her tongue along the whole length of Rarity's pussy several times, dipping lightly inside to scoop out the nectar. Rarity moaned and twitched her legs. Fluttershy pulled back and licked her lips, eyes narrow.

"It does taste different," she muttered.

"Well now Rainbow Dash," Rarity panted, "I don't know why you say just the truths are foreplay."

Rainbow laughed. "Usually the dares aren't that quick."


Due to their position under the table, Rarity's most private treasures, and Fluttershy's sampling thereof, had been directly facing the Cutie Mark Crusaders.

"Oh gosh," Sweetie whimpered, "that's my sister. Why is this making me so hot?"

"Your sister's pretty hot, Sweetie," Apple Bloom whispered back.

"I know but...she's my sister!"

This time Scootaloo was the one to nudge Apple Bloom to quiet down. She did, but the smell of arousal seemed stronger now, and closer.


"Very well then," Rarity said, "Rainbow Dash, truth or dare."

"Like you have to ask," Dash grinned. "I'm going with dare."

"Oh I was so hoping you'd say that. I dare you to be a dear and come over and finish what Fluttershy started."

Twilight found her jaw slack. Fluttershy gasped and buried her head again, and Pinkie did her best shocked expression, presumably hoping to fit in.

"But, uh, aren't you straight?"

"Don't get me wrong, darling. I've never had a fantasy about a mare, or seen one on the street and been interested. But I've been hearing about sex all night, and I just had Fluttershy's lovely tongue inside of me. Apparently Twilight's right and most ponies are only mostly one thing or the other. I'm sure science will appreciate knowing, but right now all I can think about is whether you're going to take this dare, or I'm going to take care of this myself."

"I never turn down a dare!" Rainbow Dash was next to her in a flash, and without further ado buried her muzzle between Rarity's legs. The angle wasn't perfect, and she held her lips closer than Fluttershy had, but Twilight could see both sets of lips moving as Dash enthusiastically pleasured Rarity. Next to her, Applejack craned to see as well. Twilight felt herself dripping on the couch. Applejack moved her hind leg casually beneath her, and Twilight adjusted to let her press it up against her own dripping sex. She stifled a moan. Rarity wasn't doing the same. She panted, groaned, and writhed in a most unladylike manner as Rainbow went about her work.


"Oh wow," Scootaloo whispered, barely audible over the sounds of Rarity's pleasure, "is this what you girls meant by the other kind of wet?"

"If you mean between your legs," Apple Bloom replied, "then yeah. How have you never been aroused before, Scoots?"

"I have! It's just never been this intense before!"

"Of course you need Rainbow Dash to be there to really get into it," Sweetie said.

"You were just saying you liked looking at your sister!"

"Girls," Apple Bloom tried to cut off the argument, "I really like looking at both. It's going to be a long night keeping quiet down here."

"We should have a real Crusaders sleepover tomorrow night," Sweetie Belle said.


Rarity cried out as she came, and clamped her legs over Rainbow's head, pulling her down as she writhed in pleasure. Fluttershy looked away, blushing furiously, while the others looked on. Finally Rarity released Rainbow Dash, who pulled her head free with a wide grin.

"Yes, well," Rarity refused to look anypony in the eye, "I see what you mean, Rainbow. That was a much more involved dare." Rainbow just licked her lips with exaggerated lewdness, and turned to Twilight.

"Twi, truth or dare?"

Twilight thought for a moment. She didn't want to hold back the progression of the game, but she wasn't sure what Rainbow would do if she picked dare after Rarity's recent choice.

"I don't mind if you go for dare," Applejack whispered in her ear.

"Dare," she said, emboldened.

"Rainbow," Pinkie said, before Dash could speak, "I want to use the dare you owe me."

"What? Pinks, I'm about to give Twilight a dare!"

"I know, silly! I'm using my dare to dare you to give her the dare I want you to give her!"

"What?"

Pinkie bounced over and whispered in Rainbow's ear. Dash rolled her eyes, but nodded.

"Fair's fair, I guess, I owe you a dare. Fine. Twilight, I dare you to kiss me."

"That's your dare, Pinkie?" Applejack stared at her. "Why, that's tamer than what she would have picked herself! What's your game?"

Pinkie just grinned back.

"Okay," Twilight said, "a dare's a dare." She moved over towards Rainbow Dash, and leaned in. Their lips met, and she prepared herself. She was sure Dash would kiss like she serviced Rarity: full of flash and style, but without tenderness.

Rainbow's lips brushed hers, and she opened them just a bit, gently. Twilight opened her own mouth a little in surprise, and she felt Rainbow gently press their muzzles together. Slowly she moved into the kiss, taking it easy. Their lips danced, then hesitantly Dash moved out just a bit of her tongue. Twilight responded, and they played them against each other.

It was nothing like what she'd expected. It was slow and tender, as much as kissing Applejack was, and in it she thought she felt a thousand things Rainbow Dash herself would never admit to feeling. She pulled back in wonder, and whispered in Dash's ear.

"Rainbow, do you--"

Rainbow cut her off with another tender kiss, then moved her lips next to Twilight's ear.

"Of course I do, egghead," she whispered. "I'd have dated you, too. Any of you." She pulled back, and the bravado was back, as always, the cocky grin of the mare who'd been through all the pussy in Ponyville.

Twilight's mind was reeling. She suddenly knew she had to make Applejack understand how wrong they'd been. She didn't want to reveal a secret Rainbow wasn't able to make herself share freely, though...

"Applejack," she said with careful emphasis, "truth or dare."

"Well, I recon for you, sugarcube, I can take the dare."

"I dare you to kiss Rainbow Dash."

Applejack's eyes widened. "That good, eh? Hoping I'll learn something?"

"Maybe Rarity just made me realize I like to watch." Despite the quip, Twilight hoped Applejack had noticed them whispering, at least enough to realize there was something up.

Not that she didn't, in fact, like to watch. Their kiss looked every bit as tender and loving as Twilight's own had been, though she wasn't sure she'd be able to tell if she weren't looking for it. Watching it made her heart wistful and her sex warm. As they broke, Twilight looked into Dash's opening eyes, and was gratified to see her whisper something in Applejack's ear, with a slight blush.

"Well now," Applejack settled back in next to Twilight and murmured to her, "if that don't beat all. Pinkie," she spoke, louder, "truth or dare?"


Author's Note

Sorry to break this one up, but this chapter's getting quite long, and this plot point seems like a good one to break on. Next chapter will have more extensive sexy times, I promise!

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