The Second Floor Club

Watching Twilight and Applejack kiss Rainbow Dash, Apple Bloom felt the moisture between her legs acutely. She felt like she was dripping on the fur of her thighs. She couldn't tell if it was her imagination, though, because her whole coat was damp with sweat. The air under the table was thick with the scent and heat of the three fillies, held in by the tablecloth.

She parted her lips a little, imagining kissing like that, and felt a breeze across them. She blushed, invisibly in the deep gloom under the table, as she realized it was Sweetie Belle's breath. Her friend's muzzle was close as she lay peering out into the room, and she was panting with excitement. Apple Bloom became suddenly aware of just how close both her friends were pressed up to her. In particular, the thought that she was mere inches from pressing her own muzzle against Sweetie's refused to leave her head.

"Sweetie," she whispered, barely louder than her heavy exhalations.

"Mmm?" She felt the air move on her eager lips at Sweetie's response.

"D'ya wanna..." she trailed off, at a loss for words. Somehow asking Sweetie to kiss her felt like too large a step, even to whisper. She pressed slightly closer, though, head stopping just short of Sweetie's lips. Now she felt her friend's every breath twofold. The air passed over her lips, and Sweetie's gently heaving barrel pressed lightly against her belly.

Sweetie didn't say anything, and for a heart-wrenching moment, Apple Bloom though she'd offended her. Then she felt warm wetness on her lips as Sweetie leaned in as well, closing the gap between them. Something about the gesture was uniquely Sweetie, the slow movement a mix of nervous and enthusiastic that she felt was core to Sweetie Belle. She shivered, and couldn't help but grin. Then she stopped as Sweetie pressed against her closer. Where their lips met was deliciously damp, and the fur of her muzzle pressed against Apple Bloom's, a sensation she'd never felt before. Sweetie's small tongue softly pressed against her lips, and Apple Bloom opened her mouth slightly, mostly on instinct. Hesitantly she stuck her own tongue out, and its tip touched Sweetie's. That touch was as much like magic as anything Apple Bloom had ever felt, including the magic that ran up her legs when she helped Applejack buck trees. A warmth spread from where their tongues touched and filled her whole body, making her feel as at right and happy as sitting in front of the fire on a cold night.

Unlike sitting fireside, though, this feeling also made her virgin sex ache for things she only understood in theory. She pushed back against Sweetie, moaning softly, and pressed back with her tongue. Both ponies were, of course, more enthusiastic than skilled, and they banged teeth or missed each other's tongues several times. But as far was Apple Bloom was concerned, it was perfect.

"Hey," Scootaloo hissed, leaning over her back, "what are you two doing?"

Apple Bloom was about to break the kiss to answer when Sweetie Belle's horn lit up, the light green glow softly illuminating the space under the table. She grabbed Scootaloo in her magic, and pulled her over to sprawl on top of Apple Bloom. Her face was right above them now, and in the light of Sweetie's horn, she saw what they were doing.

"Whoa, really?" Scootaloo's eyes widened, then her face fell. "Are you two gonna go out now? What about the three of us?"

Without breaking the kiss, Sweetie pulled Scootaloo's head down with her magic, pressing her muzzle close against both Sweetie's own and Apple Bloom's. Sweetie turned her head slightly, and now her gently open lips pressed against both other ponies. As soon as she understood, Apple Bloom did the same.

Scootaloo's protest died, and she gave a soft half-sigh, half-moan. She parted her lips, and put her own tongue out hesitantly, flicking it first against Apple Bloom's, then against Sweetie's, as she too melted into the kiss.

Apple Bloom reconsidered. This was perfect.

Fortunately for the Crusaders, the older ponies were in no state to see the faint light that briefly leaked from under the table behind them. All their eyes were on Pinkie Pie, dared by Applejack to perform her best erotic dance. She was certainly better at it than Twilight had expected. She swayed and twirled, leaping from the couch cushion to the floor and back, spinning in circles, and rearing up on her forelegs like Applejack bucking a tree. (Twilight wondered if she'd ever be able to see that innocently ever again.) Every time Pinkie moved her tail moved artfully, alternately revealing and concealing her swollen, dripping sex, her pucker, or her nipples. It was hypnotic, and, Twilight thought, incredibly sexy. A tiny part of her was beginning to regret giving Applejack a dare that didn't involve bringing her to orgasm.

Pinkie came to rest, giggling a bit breathlessly, and the other ponies stomped their hooves in appreciation.

"Very nice, darling," Rarity said.

"Flutters! Truth or dare!" Pinkie got out, grinning.

"Oh, um," Fluttershy thought a long time again, then took a deep breath. "D-Dare."

Everypony gaped at her, except Pinkie, who just laughed again.

"Okay! Ummm...got it! That dance made me all hot, I wanna get off, but I want a good show for it. I dare you to present to me while I rub myself until I come."

Fluttershy's face turned crimson. "Um, why do you want to look at m-me?"

"This is your dare, not my truth, silly! But I'll give you a freebie. It's because I think you're really sexy! But you can turn down the dare, it's okay."

"Oh, no. I...I like that you think I'm sexy."

Fluttershy turned around, facing her rear towards Pinkie, then stretched out her forelegs, raising her rump, and flared her wings. Finally, she took a deep breath and flicked her pink tail aside, revealing her sex.

As Twilight had noticed before, her pussy was as pink as her mane and tail, a rare coloration among ponies, though less so among pegasi. It also seemed as shy as she was, with less prominent lips and a barely visible clitoris. Nonetheless, Fluttershy was dripping wet, and Twilight blushed to see her sex wink at them.

Pinkie was already lying on her back, running her fetlock across her own sex and moaning.

"Oh Shy," she said, "it's too bad you're not into mares, you have such a beautiful pussy. I could watch this all day," another moan shook her. "Mmm, well, if I weren't gonna get myself off super fast instead."

Twilight's eyes darted back and forth between Pinkie pleasuring herself and groaning lewdly, and Fluttershy standing shock-still but fully exposed, winking. Both made her own sex drip on the couch and Applejack's coat, and her marefriend leaned up against her. She felt Applejack's tail flicking, and flicked her own into it teasingly. She was rewarded with a moan.

It wasn't long before Pinkie got what she wanted, gasping and flopping around her foreleg as she brought herself to a very satisfying looking orgasm.

"Thanks Shy," she gasped, and Fluttershy lowered her tail and turned around, beet red.

"Of course, that's the game," she said. "But I think that was my last round. I, um, really need to get home to my animals, they never sleep well without me."

"What about the rain?" Dash asked. "It's storming like crazy out there."

"I am a pegasus," she said, "I won't be hurt by a little storm."

"I'll help," Rarity said, "I need my beauty sleep too. And, ah, I think if this game goes on too long, I may cross a line that Thunderlane would mind. I at least want to talk to him before we go further. I've been working on my shield spell, Fluttershy dear, it should be more than enough for a little rain. I'll walk you home."

Twilight, realizing the sleepover was likely to end prematurely, felt a mix of sadness and relief. While she felt a naughty thrill wondering where the six of them might end up, she wasn't upset at the prospect of returning to the castle with Applejack and rutting her marefriend silly.

"It's okay," Twilight said, "if we're having this sleepover, we should have it when everypony can come, and when everypony is sure they won't regret it. I'll take everypony home with teleportation. We can do this some other time."

Everypony nodded, though Rainbow Dash especially looked downcast.

"We need to do it for real though," Pinkie said, "for Dashie, so she can have the sleepover she always wanted! If it's okay with everypony else, that is. We'll talk about it later, when we've all calmed down. Dinner here at the corner day after tomorrow?"

Everypony nodded again, more enthusiastically this time.

"Okay then," Twilight said, "let's go everypony. Goodnight Pinkie. Thanks again for hosting. I'll come help you clean up tomorrow, I think we're all too tired now."

"Okie dokie!"

Then Twilight lit her horn, and they were gone.

The flash of the teleportation spell broke Apple Bloom out of her trance. As it washed over the trio, they reluctantly broke the kiss and looked out into the room again.

Only Pinkie Pie was still there. It took Apple Bloom a minute, but she figured out what must have happened.

"Are they gone for good?" Scootaloo said, "And what happens if Pinkie wants to clean up?"

She didn't seem inclined to do so, though. Instead she trotted across the room to the door, humming cheerfully to herself. She paused for a moment, looking at the open door of the dumbwaiter, then continued. She turned at the door and looked back towards the table.

"Goodnight, totally empty room, with nopony in it," she called cheerfully, and winked towards the table. Then she left. The door slammed shut with finality behind her, and they heard the steady clopping of her hooves on the stairs from outside the soundproofing spell.

"Why'd she say that and wink like that? D'ya think she knows we're here?" Sweetie Belle looked concerned.

"Who knows," Scootaloo said, "it's Pinkie Pie."

"D'ya think she's coming back?"

"Nope," Apple Bloom said, "Pinkie's weird but she's not a jerk. No way she'd trick us like that, it's not funny, it's cruel."

Scootaloo nodded. Next to her, Sweetie looked over at the couches, still pushed up against each other, forming a large bed.

"Well I guess we're alone then, girls," she said, and paused. Apple Bloom looked over at her, and saw her throat move as she swallowed. She wondered what kissing her there would feel like.

"Wanna have the sleepover right now?" Sweetie finally said.

Apple Bloom couldn't help but grin. "Hay yes. Scoots?"

Scootaloo looked over at them. Apple Bloom was grinning, but Sweetie was looking at her hooves, blushing.

"Sure, I guess," Scootaloo said. Apple Bloom thought the quaver in her voice spoiled the nonchalance, but couldn't bring herself to tease her about it. Her own body couldn't decide if it wanted to dance or throw up.

All three of them crawled out from under the table and stood looking at the big bed. Finally Apple Bloom decided she'd have to make the decision. She knew Sweetie wanted it, since she'd been the first to ask. And Scootaloo seemed eager. So was she? She thought about staying, and her stomach did mostly pleasant little flips. She thought about leaving, and wanted to cry.

Well, she thought, alright then. She trotted over to the couch bed, and jumped up on top. She fell to her haunches, then remembered what they'd seen their sisters and friends doing. Hesitantly she raised her rump slightly, and flicked her tail aside. She felt a weird motion between her legs, and wondered if her body had just winked at her friends. She looked over her shoulder and saw both of them still standing, staring at her.

"What're y'all waiting for?" She said.

Scootaloo sprang into action. She crossed the distance in a half run, half glide, and then buzzed her wings to land heavily next to Apple Bloom. Her warm side pressed up close, and she pressed her lips to Bloom's eagerly, kissing her harder than they had under the table. After a moment of surprise, Bloom kissed back, shivering at the contact.

She'd forgotten she was presenting, but her eager body hadn't seen fit to stop once she was distracted by the kiss, and soon she was deliciously reminded. She felt a slightly rough, damp, delicious pressure, lightly against the lips of her sex. Shocked, she broke the kiss and looked behind her, and saw Sweetie Belle's head between her legs.

"S-Sweetie," she gasped, "w-what..."

The pressure vanished.

"It looked so nice when Fluttershy did it," she said, "I wanted to try. You...you taste nice, AB. Can I try you, Scoots?"

Scootaloo nodded and flicked her tail free, then gasped as Apple Bloom saw Sweetie's head dip between her legs. Fascinated, she stood up and turned around to get a better view. Sweetie's small pink tongue was flicking hesitantly across Scootaloo's dark sex, tasting the moisture that their time under the table has smeared on the black lips. Sweetie's eyes were closed and she smiled, and Scootaloo panted. Finally Sweetie drew back.

"Wow," she said, "you two taste really different." She thought a bit. "I really like you both, though. Go kiss again, I wanna take care of things down here."

"What, both of us?" Scootaloo looked at her dubiously.

"I wanna try, anyway," she said.

Apple Bloom looked at Scootaloo and shrugged. As far as she was concerned, anything that got Sweetie's tongue back between her legs was a good idea. Scootaloo grinned back. She wasn't even sure who moved first, but soon they were lying on their sides facing each other, lips pressed eagerly together. Apple Bloom pressed herself against Scootaloo, wrapping her forelegs around the other pony's shoulders and pressing their chests and bellies together. The other pony's body was warm and her coat luxurious against her, and she shivered. Then she shivered again and moaned loudly when she felt Sweetie's tongue pressed against her again, more firmly this time.

Apple Bloom was used to thinking all the time. Some might say she fretted. But between Scootaloo's lips and tongues dancing against her mouth, and Sweetie Belle's exploring her sex, she barely had room in her head for a thought with all the pleasure. She knew she was panting and moaning into Scootaloo's mouth, but then, Scootaloo was doing the same to her. They writhed against each other, and every point of contact felt better than anything she'd ever felt before.

And then Scootaloo's tongue flicked across the nub between her legs.

It was like the polar opposite of the impact shock from crashing one of their contraptions. Sharp and sudden, but instead of pain it was mind-drowning pleasure, so intense she wasn't sure she could take it. She moaned, unable to help herself, and Scootaloo rubbed against her, pressing her lips closer. It felt like her body was becoming fuller with the raw carnal energy.

Then, as she felt herself approaching some mystery of the universe, Sweetie pulled back, and moved her mouth between Scootaloo's legs. Just as Apple Bloom was about to despair at the loss of contact, she felt a tingling pressure settle over her sex, massaging it gently, then firmly. She gasped, and opened her eyes to look down at Sweetie. She was indeed busy between Scootaloo's legs, but her horn glowed, and Apple Bloom realized that Sweetie's magic was working between her own legs, picking up where her mouth had left off.

Sweetie carried on this way, alternating between licking each of them, and using magic to pleasure the other, as Apple Bloom and Scootaloo made out wantonly, writhing against each other. Though Apple Bloom had touched her young sex with her hoof or leg a few times, the hardness of the hoof and the difficult angle with the fetlock had always caused her to hurt herself, breaking the mood, or give up in frustration. Sweetie's mouth and magic had no such issues, and she felt the pleasure rising higher and higher within her as she lost herself in her friends' bodies.

Finally it broke. Sweetie's tongue made a long trip from the base of her sex to the top, slurping up a large serving of her juices, then dragging across her nub, and she fell into her first orgasm. Desperately she wrapped all four of her legs around Scootaloo, dragging the pegasus as close to her as possible and grinding her sex towards her. Sweetie, sensing her work was done, returned her mouth to Scootaloo's pussy, and a moment later the pegasus's wings flared and she in turn writhed against Apple Bloom, sharing their first climax.

It took her a while to come down, and as she did, she felt in tune with the whole world and utterly satisfied. Scootaloo lay next to her, panting but quiet, and she felt a greater warmth for her friend than she ever had before. She looked down towards Sweetie, and saw her licking her lips and grinning. Her heart felt like it might burst.

"Sweetie," she said, and sat up. Sweetie looked expectant. "Thanks," Apple Bloom finished, then dove on Sweetie, pushing her to the bed with her forelegs.

Sweetie grinned up at her, and Apple Bloom suddenly realized how pretty her friend was.

"Any time," Sweetie said, and licked her lips again.

Apple Bloom dove in on them, kissing her with renewed passion. Sweetie gave as good as she got, and their tongues and lips danced. The bed beside them sank as Scootaloo lay down beside them. She kissed the side of Sweetie's muzzle, then looked over at Apple Bloom and gestured downward with her head, a questioning look in her eyes.

Apple Bloom nodded, and remembered her earlier thoughts about Sweetie's neck. She moved her lips off of her friend's and began kissing down her muzzle. Sweetie gasped in surprise, then was cut off as Scootaloo's lips met hers from the side. Apple Bloom continued down, kissing her neck (as delightful as expected) and then down her breast to her girth, her belly, and finally her stifle.

As she reached Sweetie's belly, the unicorn began squeaking, a noise Apple Bloom found adorable. When she reached her nipples and gently kissed them, she gave little high-pitched screams. Apple Bloom stopped, alarmed.

"No," Sweetie said, "that's a good noise, keep going," and then stopped talking as Scootaloo's lips met hers again.

Emboldened, Apple Bloom pulled back a moment to look at Sweetie's sex. It was small and dark, but the nub Apple Bloom had so enjoyed having touched was obvious and pink. The whole thing was drenched in Sweetie's juices, and smelled musky in a way that made Apple Bloom start to dampen again herself. She shivered at the feel, then pressed her muzzle close and reached out with her tongue.

She started with the lips, like Sweetie had. They were lightly coated in her musk, which tasted heady and slightly acrid, but not in an unpleasant way. It was a bit like the hard cider Applejack let her sip once, and she decided that like the cider, this tasted like growing up. There were no ponies she'd rather grow up with than Sweetie and Scootaloo. Grinning at the thought, she grew bolder, running her tongue along the thin lips to the base of Sweetie's sex, where more of her juices had collected. She flicked her tongue there, and was rewarded with a deep taste of her and a delighted squeal from above. She took several more laps of it, enjoying the taste and her friend's obvious enjoyment.

Then she decided to start for real. She drew her tongue up as Sweetie had done, taking a long taste of the core of her friend's sex before settling on the magical nub. She began working her tongue on and around it, savoring both the taste and Sweetie's squeals. She felt she could get used to this. In fact, she was already wondering if they'd do it again before they went to sleep.

In what felt like no time, Sweetie broke her kiss with Scootaloo and yelled Apple Bloom's name. She suspected this meant her friend was close to the peak she'd reached herself, and kept it up. Not long later, Sweetie's legs locked around her head, pressing her muzzle up against Sweetie's pussy, which oozed all over it. Apple Bloom nearly laughed at how drenched it was becoming, but it aroused her as well.

Finally, the unicorn's legs relaxed, and Apple Bloom pulled her head free.

"Oh Apple Bloom," Sweetie Belle panted, "I've never felt anything like that before."

"I know," Apple Bloom said, bringing her head to rest on Sweetie's flank. "I wanna feel like it again, though."

"Yeah," Scootaloo said. "I think we're gonna have to check this out a lot more. Uh, for our cutie marks."

"Yeah," Sweetie said. "I bet there are all sorts of marks you could get in this.

"I bet you're right," Apple Bloom said lazily, opening her eyes to look at Sweetie's adorable flank.

Then her eyes widened.

"Buck," she said, feeling entitled to the adult swear both personally and in light of the situation, "how are we gonna explain this to our sisters?"

"I don't think we do," Sweetie said, "how're they gonna find out?"

"Not the sleepover," Apple Bloom said. She sat up and looked down to get a better look at Sweetie's flank...and the mark that now adorned it: the crusader pony outline from their capes on top of a red heart. "I mean the cutie mark you got from licking between our legs!"

Twilight dropped Fluttershy off first, then Rarity. Now she and Applejack stood with Rainbow Dash in the latter's cloud house. (She'd enchanted Applejack with the cloud walking spell, of course.)

"Thanks for the ride, Twi," Rainbow said, "beats flying home in the rain, I guess."

"Any time," Twilight smiled at her, trying to ignore the effect her highly fit friend was having on her already aroused body. She could barely wait to get Applejack into her bed.

"Well, I guess I'll see you girls later," she said, with a smile Twilight didn't find at all convincing.

"Hold on a minute," Applejack said, "I reckon I owe you an apology. Did you whisper the same thing to Twi you did to me?"

Rainbow looked down. "More or less."

"Well, then I'm sure I do. I was wrong about you, Rainbow Dash, and I hurt you by being wrong. I'm sorry, sugar. I should know you better by now, it's just hard for me to remember what you do's more important than what you say."

"It's okay AJ," Rainbow sighed. "You're right, I should have said...something different. I just can't help how I feel about you girls, so I think you've gotta know. I hate...I mean, I'm bad at mushy stuff."

Twilight nodded. "It's hard to say you're bad at something, even among friends. Especially when you're not used to being bad at things. I get it. It's easier to pretend you just choose not to do it."

Rainbow nodded, still looking at her hooves.

"Thanks for understanding, girls. I'm sure you want to get back to Twi's bed though, I'll be fine." She turned to head up the stairs towards her own room.

Twilight hurried next to Applejack and whispered a question in her ear. Applejack nodded.

"Wait, Rainbow," Twilight said, and Dash turned to look at her. Twilight took a deep breath. "We don't have to leave if you don't want us to."

Rainbow looked confused. "I'm just going to bed. I mean, probably gonna get myself off first, but you know. Why would you stay?"

"Consarn it Rainbow," Applejack said, "how obvious does she have to get? We're saying we'll stay with you if you want. In your bed. With you. You don't have to get yourself off, you daft mare!"

"Wait," Rainbow said, "you want to buck me? Both of you? Now?"

"No, Rainbow," Twilight said, "we want to make love with you. If you meant what you said. Because we did. We love you, and we want you in our lives however makes us all happy. So we'll stay the night, but you have to agree to take us out to breakfast tomorrow."

"Like a date?" Rainbow said.

"Exactly like a date," Applejack said.

Finally Rainbow smiled. "Well, what are you waiting for? You haven't buck-err, made love, until you've done it on a cloud bed!"

She flew up her stairs, and, grinning, Applejack and Twilight followed.