Author's Note

Hey there!

If you read Part 1 and 2 of the Night 4 Post-Game, there's no reason to read this one. It's just the sections of those chapters that don't feature the CMC, for those that prefer not to read about foals exploring sex.

If you are one of those people, here are just the sections with the grown-up ponies. Enjoy!

Thanks all for reading, as always.

Foal-Free Sleepover (Night 4 Post-Game without CMC)

"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?"

"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.

"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 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."

"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.

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?"

"Hmmm," Applejack thought. "I got it. Give us your best sexy 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.

They dropped Fluttershy off first, then Rarity. Now Twilight 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.