Twilight's head had been in the clouds for most of the last week - often physically, as she and Applejack found themselves spending more than a few nights in Rainbow Dash's aerial home. Nonetheless, despite the thrill of having not one, but two, of her best friends become lovers, she was still a Princess, and duty still called. She'd managed to keep up well enough despite several dates (and even more "dates") with Applejack and Rainbow Dash, but by now things had reached a breaking point, and she'd had to spend the entire day before the meeting on her official duties.

Still, she reflected on the way to Sugarcube Corner, even aside from the satisfaction of addressing important business, it was just as well. If she'd stayed away from the castle too long, she'd have fallen behind on her correspondence. She felt the heavy weight of a the book in her saddlebag and grinned. Still, she was looking forward to seeing her special someponies again. And her other friends, too. Though things had changed a great deal in the month-and-a-bit since she'd crashed that first meeting, she was confident the full consequences were not yet played out. She'd be sad to miss their next meeting for the Princess conference.

As usual, she was the first to arrive, but Applejack wasn't far behind her, and snuggled up next to her on the couch.

"Hey sugarcube."

Twilight nuzzled her and grinned.

"I just saw you this morning."

"I know. Still, felt like too long. 'Specially with how much we've been seeing of each other lately."

Twilight just giggled and nodded. The sound of hooves on the stairs echoed into the room, shortly followed by Fluttershy and Rarity.

"No, I understand, darling," Rarity said, frowning slightly. "I'm sorry I got so upset. It's really somewhat flattering."

"What's up, girls?" Applejack asked.

"Oh, you'll hear soon, no doubt," Rarity said, face perking up, and winked. "I believe Fluttershy intends to tell everypony tonight." Next to her, Fluttershy blushed and nodded.

Twilight felt herself grinning. "Oh good! I was worried only we'd have a story tonight. Say, Rarity, do you know anything about what the Crusaders have been up to lately?"

"I can't say that I really do," Rarity said, "other than getting their marks. Why do you ask?"

"Oh, somepony used a few strange ingredients in my lab the day after our last meeting, and Spike just make the Pinkie swear motion when I asked him about it. I trust him not to hide anything really bad, but the only ponies I can think of that would make him take that swear are the Crusaders."

"Mmm, that does sound likely," Rarity nodded. "Well, they got their marks in some kind of romance and are now dating, but they did seem a bit evasive about it. I didn't want to pry, of course, but I think they may have been experimenting, ah, sexually. And if it was that day, Scootaloo and Apple Bloom got their marks around then. Could you figure out what kind of potion those ingredients would make?"

"It's been a few weeks since I did inventory," Twilight admitted, blushing slightly, "I've been busy dating myself, so I've let a few of the more routine chores go longer than usual. So I'm not totally sure. I'll look into it."

"Apple Bloom's got a potion glass on her mark," Applejack said, "I reckon she got it making whatever it was."

Twilight nodded. "That makes sense. Well, if Spike agreed to a Pinkie promise it can't be too bad. I'll try to figure out what it was, but I don't think we should worry. Unless one of you thinks they shouldn't be having sex?"

"Part of me still wants to treat her like the filly she was years ago," Applejack sighed, "but I reckon it's fine. They're near full-grown mares now, and they've been closer than cornstalks at harvest for years. And hay, it finally got them their marks! I hadn't thought their destinies might be to be together, but now that it's come up, I ain't surprised."

"Yes," Rarity said, her face red, "I must admit, the idea of my little Sweetie Belle in flagrante delecto is...challenging, but she's old enough to decide these things for herself. And I'd never say she doesn't love those fillies dearly."

"Seems like I got here just in time," Rainbow Dash said, coming in through the door with a slightly flour-coated Pinkie, "this sounds way too sappy."

Twilight rolled her eyes, and slid a bit over on the couch. Rainbow took the hint and draped herself over Twilight and Applejack's backs, resting her soft wings on them. Twilight grinned and shivered.

"You're one to talk," Applejack muttered to her, not loud enough for anypony else to hear, and Rainbow stuck her tongue out at her.

"We were talking about our sisters, and how they've apparently, ah, also discovered each other. Sexually," Rarity said.

"Oh yeah! Scoots told me she got her mark after she rutted Sweetie with that cock spell! Pretty cool."

"Wait," Rarity's eye twitched, "they swore Spike to secrecy but she just...told you?"

"Duh! She tells me everything. Hey Rares, doesn't that mean we're like, honorary step sisters?"

"Absolutely not."

"Wait," Twilight said, "so was the potion Apple Bloom made a contraceptive?"

"Yeah! They all got their marks by getting it on. Lucky fillies. Though of course still not as awesome as mi-err, ours."

"That's pretty hot," Pinkie said, "and I'm sure someday they'll tell us all about it, and that'll be fun! But I wanna hear a story now, from you! Who's got one?"

"Rainbow's gonna talk about our week," Applejack said, and Rainbow grinned eagerly.

"I have one," Fluttershy said.

"Yeah, go 'Shy! Let's start with that one," Pinkie said.

"Sure," Applejack said. "Seeing as how half of us lived the other one and all."

"All right," Fluttershy took a deep breath.

"Um, after our last meeting, I was so tired, I didn't notice Rarity left her saddlebag at my cottage oh her way home. I found it when I woke up to feed the animals, but I got up late, and had a family of sick badgers in, and it took all day to take care of the poor things. So it was nearly sunset when I headed over, and it was dark once I got into town.

"I went right to the Boutique, so I got to the back first. It looked like all the lights were off, so I was worried she wasn't home, or that she'd gone to see me to try to get the bags! But then I came around and saw the light in her work room was on. So I went over and was going to knock on her window. You know how she gets involved in her work and doesn't hear the door, right?"

Everypony nodded and chuckled, and Rarity blushed.

"Right, s-so I went over to the window and I saw...I saw..." She trailed off and looked at her hooves, wings drooping. Rarity stood and went to lean against her, and whispered something in her ear. Fluttershy looked up again.

"Right. Anyway I saw her working with the sewing machine by the door, and I was about to knock on the window, but then I saw Thunderlane standing by the door. I...I told myself I should go, but I...I couldn't! I'm sorry!" She buried her face in Rarity's coat, and the unicorn wrapped a foreleg around her.

"It's alright dear, I told you I forgive you," Rarity said. "To be honest, I don't know that I could have looked away either. Especially after we'd gotten ourselves all worked up the night before...Celestia, I don't know what I would have done if I'd been single."

"We were up all night," Rainbow nodded.

"Remember my first story? I watched my brother," Twilight blushed.

"I went to the bar and hit on Berry Punch 'till she took me home!" Pinkie said. "I could barely bounce straight after!"

"See there," Rarity said, "we understand. It must be difficult for you not having a ready outlet for your frustrations."

"You girls are the best," Fluttershy sighed. "I'm glad you understand. I'd been so hot the whole night and the day, but I never feel right t-touching myself with all the poor animals watching. So I saw Thunderlane there, and his c-cock was all hard and I just couldn't look away! He walked over behind Rarity all slow, and I don't think she'd seen him."

"As you said," Rarity chuckled, "I do get caught up in my work. I'd asked him to come by, of course, but he had to finish his shift first, and oh I was so aroused, I just had to do something to pass the time. So I started working on a new line of, ahem, intimate apparel, and he let himself in when he arrived."

Fluttershy continued. "I couldn't hear anything through the window, but I could tell he was moving quietly. He was walking like I do when I'm trying not to scare a really skittish animal. He came up behind Rarity. I thought he was going to just mount her right there, and I had to bite my tongue so I didn't moan. I'd been wet all day, but I was thinking of everything he might do to her and I could feel I was winking. I was glad it was dark and nopony was behind me to see." Her voice went even quieter. "I mean, mostly glad."

"Why Fluttershy," Rarity said, "are you a bit of an exhibitionist?"

"Oh, n-no, it wouldn't be proper! Only, I did kind of wish some big gentle stallion would see me winking and offer to help..."

"Did you like showing off for me when I dared you to?" Pinkie asked.

Fluttershy looked at her hooves again. "Y-yes," she finally said. "That's one reason I was so hot."

Everypony was quiet for a moment, and Rarity hugged her again.

"You know dear, I'm sure none of us would mind if you wanted to show off while you told the story."

"Oh, no, I'm sure nopony wants that!"

"I want it, silly!" Pinkie said.

Twilight looked at her marefriends. The memory of Fluttershy's small pink marehood, winking and dripping beneath her tail, filled her with an undeniable thrill, both due to the sight itself, and the contrast with Fluttershy's usual reservation. Applejack shrugged, and Dash grinned.

"Go for it," Rainbow said, "I'll never say no to a show."

Rarity nodded at her, and Fluttershy took a deep breath. Slowly she turned her hindquarters so she was lying sideways on the couch, pointing her tail towards her friends as she looked back along her body towards them. She fidgeted her wings and blushed, then finally flicked her tail aside. The sideways angle of her body pressed her pussy lips together, making them move only slightly when she winked, but they glistened with her juices. Twilight found herself wondering what Fluttershy tasted like, what it would feel like to empty her magical balls inside her friend. Behind her, Dash let out a whistle, echoed not long after by Pinkie. Fluttershy blushed and averted her eyes, but her wings shifted in a way Twilight recognized as arousal, and her nethers winked again.

"I, ah, thought Thunderlane was going to mount her," Fluttershy went back to her story, "but instead he pressed his flank up against hers and wrapped his wing around her, and I could see his face pressed up next to hers. She pressed her muzzle back, and they kissed for a long time. Oh, it looked so nice! I couldn't help it, and I pressed my fetlock up against myself. It was hard to do looking in the window, but I was so ready, I got it to work." Apparently subconsciously, she moved her foreleg down under her belly, and pressed the fetlock up against herself as she described. Twilight saw the pressure slightly part her lower lips, giving her a tantalizing glimpse into the sopping opening.

"He moved his wing down and started rubbing it on her cutie mark, and I thought they were going to start teasing each other, but I guess we'd teased Rarity too much already."

"Oh Celestia yes," Rarity half-moaned. "I was so randy, I could barely concentrate on my work." From her tone, Twilight thought she was well on her way there again.

"I could tell! She just did this amazing twist where she turned all around beneath him so she was lying belly-up on the work table. She just knocked everything on the floor! She had to grab the sewing machine with her magic and put it on a different table. She put her forelegs over his shoulders and just leaned up into him, I couldn't see quite what was happening but it seemed like they were kissing a lot. I could see her p-pussy right there though, winking. It was so wet I could see her dripping down on to her tail and b-butthole. She pressed it up against his belly and was squirming all around on the table, I could tell she was desperate for it and it made me want it so much too. She got it, though. He pressed her right down on her workbench, so strong! And he just pushed himself right in her, all in one stroke, down past the ring and right to the b-balls. I saw them bump up against her. They got all shiny with how wet she was down there."

"Mmm," beside Fluttershy, Rarity's eyes were closed and she was biting her lip, clearly remembering the feeling of her beau sinking into her. Twilight was sopping, and she smelled Applejack and Rainbow Dash's now-familiar musks.

"Right after he got all the way in, she started squirming around even more. She wrapped her rear legs around him like she wanted to hold him in, and he could barely move while she went crazy down there. I-I really wanted to be trapped under a big, strong body like that. He stayed inside her no matter what! And he even moved a little, I could see his balls swing when he pulled a little way out, then went back in hard. I imagine it felt just divine."

"Mmmmmmm!" Rarity nodded.

Fluttershy was panting now, her fetlock rubbing hard on her clitoris. "I was getting close myself, it felt so nice playing with my marehood and thinking of a big, full cock inside me, just like it was inside Rarity. I was imagining feeling the stallion empty himself inside me, how full I'd feel with a nice big load of it inside me, and then Rarity got to feel it! Thunderlane pressed all the way in again, and he threw his head back, and I could see the clenching while he came inside her. She stopped thrashing and went real still, and then she started shuddering and I could see she was orgasming. I was so close too! Then he pulled out and this big blob of seed came with him, and it got all over her pussy lips and tail and butthole. It was all white, and dripping out of her, and she was just lying there panting, and I just couldn't take it!" She stopped touching herself, panting. "I almost got off again now," she blushed, "just telling the story, but I won't since we have another coming."

She moved her foreleg back up, blushing furiously, and lowered her wings, but made no effort to put her tail back over her marehood, which winked at them again.

"Anyway, I thought maybe they'd go again, and I think they did, but they got up and went inside first. I felt so ashamed for spying! I put Rarity's saddlebags in her mailbox and went home and I was too ashamed to talk about it until today. I thought I'd never tell! But then we had our weekly spa date, and I just couldn't keep the secret. She got a bit mad, which I deserved--"

"No you didn't," Rarity cut in. "I understand, Fluttershy dear, and I shouldn't have lost my temper with you. I was just taken by surprise! But I wasn't fair to you, I'm sorry." She hugged Fluttershy tight.

"No, I'm sorry! I spied on you! I was horrible!"

"Ahem. Well. It's true, I wish you'd asked. But I understand you were caught in the moment. Truth be told, I find it flattering, though. I will say that if any of you ever find me in such a position, you should feel free to watch. Just tell me about it after. I, ah, found I rather liked hearing about it from the other side, as it were." Idly she flicked her tail, and Twilight saw she too was dripping. She suspected the gesture was not accidental. "Come to think, Thunderlane is coming over again tonight, after this. I shall certainly be fantasizing about some of you, ah, happening to catch a glimpse."

"Is she inviting us to come watch her get boned?" Rainbow Dash whispered in Twilight's ear.

"I think so," Twilight said back.

Rainbow shrugged. "Huh. I'm game if you are."

"Well," Fluttershy said, cutting off their whispered conversation, "that's my story."

"And it was great!" Pinkie appeared from nowhere to hug her. "Thanks Shy! Now," she turned to Twilight, Rainbow, and Applejack. "Which of you fillies is going to tell us about how the hottest couple in Equestria turned into the hottest trio?"

"You bet I am," Rainbow Dash smirked.

[The section from here to the end of this chapter contains the Cutie Mark Crusaders and other younger characters. If you would rather just read about the older cast, feel free to stop reading this chapter here. - Lindyne.]

Meanwhile, across town, Apple Bloom, Sweetie Belle, and Scootaloo were just finishing up with their afternoon. They'd been, truthfully, slightly lost since getting their marks. Though they were all still thrilled to have discovered their talents, there is at the end of the day only so much time even newly grown ponies can spend in the bedroom and, no longer needing to crusade, they'd increasingly found themselves at loose ends after school. Today, though, Apple Bloom had suggested they revisit some of their favorite crusades, on the theory that if they'd enjoyed them then, they'd surely enjoy them now that they didn't even have to worry about being good at them. Their second attempt at camping had certainly supported the theory. While they'd managed to screw up their tent packing so spectacularly they weren't even able to pitch them, and so had to give up on the idea of actually camping out for the night, they'd enjoyed the romp through Whitetail Woods.

"Okay girls," Apple Bloom said as they trotted back into town, "I reckon since we'd already told our families we'd be out all night, we might as well just go to the Clubhouse. I know the potions got broken with the tents, but I've got the stuff there to make more. We can just camp out there. Wha'd'ya think?"

"I'm in," Scootaloo shrugged. "You know I'm not gonna get tired of spending nights with you two."

"Yeah," Sweetie blushed, but nodded.

Apple Bloom grinned back at them. "You girls really are the best." They high-hoofed, and started back through town. As they came to their clubhouse, though, two very unwelcome ponies were waiting for them outside.

"Why hello there," Diamond Tiara said, "we were wondering when you blank-flanks would come crawling back."

"That doesn't even make sense," Scootaloo rolled her eyes, "we all got our cutie marks."

"And yet you're back here at your filthy hovel," Diamond said. "And look at your marks. They even have your lame symbol on them. It's like you got marks in not having a talent. I bet you got them when you just decided to give it up and be useless ponies your whole lives."

Beside her, Silver Spoon looked like she was about to speak up, but Diamond glared at her.

"What's wrong with you? We got our marks from being friends," Sweetie said, "the three of us together! That's at least one more friend than you'll ever have, you jerk!"

"Being friends isn't a talent, it's a joke! Even the Princess of Friendship has a real talent she got her mark for! But I heard when Cheerilee asked if you wanted to talk about how you got your marks in class, you said no! How much must they suck?"

"You're one to talk," Scootaloo yelled back, "you got your mark for wearing a dumb hat! You didn't even do anything, your dad just bought it for you! Being rich isn't a talent, it's just good luck!"

"Uh," Silver Spoon said, "I heard you got it for, uh...grown-up things. Is that true?"

"What," Scootaloo glared at her, "why should we tell you? You just want more reasons to make fun of us, even though it doesn't make sense!"

Diamond Tiara was glaring hard at Silver Spoon now, but she shook her head.

"No I don't! Diamond Tiara didn't want to come here, I did, and she wouldn't let me go alone! I just want to know!"

"Silver Spoon, these blank-flanks aren't worth--"

"Oh be quiet, Tiara, I want to know."

The Crusaders had fallen momentarily silent, taken aback by the apparent division in the ranks of their ancient enemies. Apple Bloom rallied first. She considered not answering, but decided anything that could have Silver Spoon fighting with Diamond Tiara had to be worth encouraging.

"Uh, that's true," she said. "We got 'em the first time we had sex with each other."

"So your talent is being together, that's the dumbest--" Silver Spoon silenced Diamond Tiara's upcoming rant with a glare.

"It sounds like their talents are being good at sex. Is that true?"

Apple Bloom thought about explaining it was more complicated than that, but couldn't figure out how to explain it, so just shrugged and nodded.

"Pretty much."

Silver Spoon nodded slowly. She turned around, and at first Apple Bloom, puzzled, thought she was going to leave, but then she flicked her metallic tail aside, revealing a dark marehood, which winked.

"I want one of you to be my first," Silver Spoon said. Diamond Tiara recoiled.

Before Apple Bloom could respond, Scootaloo shouted.

"What gives? We get our marks in getting it on with the ponies we care about, and you think we're some kind of...of comfort ponies? Like you can come by here after being jerks for so long and we'll just rut you because you're horny?"

"It's not like that!" There was something of the old Silver Spoon in her voice. "Look," she raised her rump, slightly spreading her sex. It was, Apple Bloom had to admit, pretty arousing. "I've never slept with anypony, and plenty wanted me. Most of the colts asked me out when we started getting older, and a few fillies too. I wanted the first time to feel really good. What could be better than somepony with a mark in it? I know I was a jerk. I'm sorry. I was young, and then when I realized how lame it was, we had this like, rivalry thing going, you know? But it was wrong and I should have stopped, and I will. I promise. I just...I've wanted it so long, but I wanted it to be great, you know? I'm ready to be done, but I don't want it not to be great. You girls are my only hope!"

"Spoon, what are you saying?" Diamond Tiara was red, though Apple Bloom suspected it wasn't entirely rage. "I'd never have come if I'd known you wanted to give your first time to--"

"Then leave!" Silver Spoon spat at her, and she fell to her haunches in silence. "After what nags we were I'll be lucky if I can convince any of these ponies to help me, and you! Are! Not! Helping!"

Diamond Tiara didn't move, but she did shut up.

"It sounds like she means it," Sweetie muttered.

"I do! Silver Spoon turned, lowering her rump, and stared into Sweetie's eyes. "I promise! I'm going to stop being awful to you, even if you don't help me. And if you want to think about it for a while, I understand. I'll go if you ask." She lowered her eyes.

Sweetie glanced over at Apple Bloom, who thought. Much though she wanted to hold Silver Spoon's past against her, the filly's regret was obvious. Sure, maybe she was just incredibly horny, but Apple Bloom wondered if it mattered that much. After all, turning an enemy into at least a sort-of friend had to be a win, right? Besides, she had to admit, seeing Spoon exposed like that hadn't been bad. She met Sweetie's glance and shrugged. They both turned to Scootaloo, who sighed.

"You sound pretty honest," she said, and Silver Spoon nodded vigorously. "I guess we are the awesome sidekicks and/or sisters of the Princess of Friendship's best friends. We'd be letting them down if we didn't try to mend fences, right?"

"That's right," Sweetie said. "I bet soon they'll be sending us on all the really steamy missions. Maybe that table'll add our cutie marks!"

"Let's not get ahead of ourselves," Apple Bloom laughed. "Okay Silver, what are you into?"

"What do you mean?"

"How did you imagine your first time would be?"

"Well, I always imagined a stallion I guess," she said, "but all the stallions our age are jokes. I...never really thought about being with a mare before, but if you girls are so good at it you got your marks, I'm sure I'd like it."

Apple Bloom glanced at her friends. "Sounds like you're pretty straight, Silver Spoon. Scootaloo, you game?"

"Probably. Silver, show me what you've got again."

Blushing furiously, Silver Spoon turned and raised her rump, presenting again. Her virgin marehood winked again, and now all the fillies could see it was wet and ready. Scootaloo walked over and took a deep sniff, and Silver Spoon shivered.

"Yeah," she said, "I can work with that."

"Why Scootaloo?" Silver asked. "What does fantasizing about stallions have to do with anything?"

"My mark's a scepter for a reason," Scootaloo smirked at her. "Sounds like you're into cock, and that's my department. Sweetie?"

Sweetie nodded and lit her horn, and Scootaloo's magical cock appeared again. Silver Spoon's eyes widened.

"You got your mark for that?"

"Right after Sweetie let me take her first time with it," Scootaloo nodded. "Ever met a stallion who had a special talent for using one?"

"I don't think so."

"So you came to the right place," she snickered, "and you'll come again, I promise." Apple Bloom reflected that Scootaloo's decision to discuss her newfound love life with Rainbow Dash, while inevitable, had also been in some ways unfortunate.

"Let's go inside," Apple Bloom said, "we've got some sleeping bags set up.

"O-okay," Silver Spoon said.

"Are you sure, now that you've seen the thing? I could help you with my tongue instead, if it's intimidating," Sweetie said. "I'm sure Apple Bloom would be glad to help Scootaloo."

"No, no," Silver Spoon licked her lips, "I think you're right, I'm straight enough that sounds a lot better."

Sweetie grinned. "Well come on, then!" She led the group into the clubhouse. Diamond Tiara followed. Apple Bloom thought about making an issue of it, but decided that whatever friendship their two old enemies had, if Diamond wanted to watch her friend get deflowered, she wouldn't make an argument of it.

Though Sweetie started walking in first, Silver Spoon bounded ahead, and was on the sleeping bag before anypony else got in the door. They entered to find her, still blushing furiously, with her rump raised and her tail aside. She was winking more frequently and looked wetter than before. Apple Bloom, Diamond Tiara, and Sweetie Belle stopped and stared, but Scootaloo hurried forward.

"Okay," she said, "you sure you're ready? I'm gonna go slow so I don't hurt you, since it's your first time. Tell me if I need to go slower."

"Get on with it," Silver Spoon growled, and flicked her tail against Scootaloo's chest.

Needing no further encouragement, the pegasus reared up and settled her forelegs on Silver Spoon's shoulders. All three spectators leaned down to watch the tip of her engorged member press against Silver Spoon's virgin slit. Slowly the flared head inched inside, and Apple Bloom and Sweetie both sighed with the memory of the sensation. Silver Spoon let out a low moan.

"Deeper," she panted.

"Does it really feel that good?" Diamond Tiara whispered, the mocking edge notably absent from her voice.

"Mmmm-hm," both fillies sighed.

"Well," Apple Bloom said, "it hurts for a second."

Silver Spoon let out a decidedly less pleased grunt.

"Yeah," Sweetie said, "like that."

But Silver Spoon seemed already to have rallied. While Scootaloo continued slowly, she let out a moan of frustration and dropped her forelegs down sharply. Surprised by the sudden lack of support, Scootaloo fell forward, plunging her cock immediately into Silver's body to the balls. Both fillies let out a delighted moan.

Sweetie and Apple Bloom echoed it, feeling their own bodies become even more aroused. Just as Apple Bloom was about to start making out with Sweetie, Diamond Tiara spoke.

"She could take me next," she said, "if she appreciates the honor."

Apple Bloom snorted. "If you want her, you're going to have to do better than that."

"I beg your pardon?"

"You really have no clue what's going on here," Sweetie Belle rolled her eyes at her. "We're dating, all three of us. We were coming back here to spend the night in our clubhouse, making love. That's still my plan. You want somepony to rut you instead of her marefriend? You're not the one who needs to appreciate it. Silver Spoon gets that, that's why she apologized. She knows she's asking a favor."

Diamond Tiara glared at them, then looked away. Shrugging, Apple Bloom looked back at Scootaloo and Silver Spoon. They were seriously into it now, moaning constantly as Scootaloo rutted her partner with long thrusts, using her wings to pull nearly all the way out before plunging back in, making sure all of Silver Spoon's newly initiated marehood felt the presence and absence of her shaft.

Dripping at the sight, Apple Bloom and Sweetie Belle turned to look at each other. Their muzzles met, sharing a sweet kiss. They pulled back slightly, gazing into each other's eyes, and Apple Bloom prepared to push her marefriend to the soft sleeping bag. Right before she moved, though, Diamond Tiara spoke again.

"So, you think I should, what, beg?"

Apple Bloom rolled her eyes, though she felt an unexpected warmth in her sex at the suggestion. "Sure," she said, "that or, you know, apologize like Silver Spoon did. If you can mean it, it'd be a start."

"What if I don't?"

"Then get to begging, or go find a stallion, I guess."

There was a long silence, and she began to think again about Sweetie's eager body, right in front of her.

"Please," Diamond Tiara said, "please, I'm so bucking horny, I want somepony inside me more than I've wanted anything. Except my tiara, but almost that much! I'll do anything. Please, just tell her to do me after Spoon." Apple Bloom felt herself oozing.

"That makes you hot, doesn't it?" Sweetie whispered in her ear. Apple Bloom realized she'd probably winked lewdly at her marefriend. "Want me to do the spell on you?"

"Well," Apple Bloom said, throat unexpectedly dry, "if you want it that much, you don't have to wait."

"What do you mean? She's busy."

Apple Bloom felt the unfamiliar sensation of Sweetie's magic giving her a cock for the first time. Though she'd never wanted one before, something about hearing Diamond Tiara beg her for it made her want the blunt instrument beneath her legs. While she suspected she could get Diamond off with her tongue, it just didn't feel...dominant enough for the feelings her old enemy's pleas for release were making her feel. She felt the new nerve endings start sending messages, and was aware of how long and hard she was, and how aroused the spell made her. She glanced down. Diamond's eyes followed hers, and widened.

"You? But...you're..."

"Your choice," Apple Bloom did her best to look unconcerned, despite her racing hormones. "But if you want it right now, just beg me again like that, I'll help you out."

"If not," Sweetie said from beside her, "I can take care of her. She's my marefriend, after all. You're lucky I'll loan her to you." She leaned down and took a long lick along the side of Apple Bloom's new member, making her shudder.

Diamond Tiara drew back and quickly spun to face Scootaloo and Silver Spoon, lifting her tight rump and presenting. Her marehood was dripping, dark and heavy against her pale fur, and instinct brought with the spell gave Apple Bloom an almost overwhelming desire to plunge immediately into it. Still, she'd told Diamond what she needed to do, and controlled herself.

"Please, Apple Bloom," it was the first time she could remember Diamond Tiara using her name, "please put that big cock inside me."

She felt a jolt of arousal run through her, and her member stiffened even more. Without a word, she mounted Diamond Tiara and pressed the tip against her sex. The feel of the moisture made her shudder, and it took every ounce of self-control not to hilt herself on one long, sharp stroke.

Diamond Tiara decided to destroy that self-control.

"I still don't like you," she hissed, "and I know you don't like me, but I want this so badly it hurts. Don't go all slow like your friend did with Silver Spoon, I'm not a soft spoiled pony like her, I broke myself in with a bottle years ago. Just put it all in me right now. Please."

Apple Bloom was too far gone to argue. She pressed forward, spreading Diamond's sex with her flared head, and rammed deep into her. Moments later, she felt her heavy balls smack against Diamond's wet lips, and her flare press up against the entrance to her womb. She was completely surrounded by her nemesis, and it felt incredible. She began moving slightly, not bothering to pull out near all the way, she began a deep rut, making sure Diamond Tiara knew how deep she was inside her at all times. It thrilled Apple Bloom to feel how completely her rival had surrendered.

She glanced up. Scootaloo was rutting Silver Spoon steadily now, and Sweetie Belle had come over to them. She wriggled beneath the pair, bringing her talented tongue and lips to bear on Silver Spoon's split marehood. In doing so, Sweetie's adorable belly and dripping sex were clearly visible to Apple Bloom. She moved her fetlock and began rubbing Sweetie with it even as she thrust inside Diamond, relishing her friend's moan at the contact on her mound.

"Please," Diamond said, making Apple Bloom stiffen inside her even more, "just rut me, l-let me handle that." To Apple Bloom's shock, Diamond nudged her leg away with her muzzle and then lowered it to Sweetie's sex, taking a hesitant lick. When Sweetie moaned and pressed up against her, she seemed emboldened, and began licking enthusiastically. Apple Bloom wondered if Diamond actually enjoyed submitting to her like this, and found the thought thrilled her. She redoubled her efforts, and was rewarded with a series of moans, muffled by Sweetie's body.

The magic of the studding spell kept Apple Bloom in a haze of pleasure. Though her borrowed cock was every bit as sensitive as the real thing, the magic ensured simultaneous orgasm, and so she rode a long tide of near orgasmic pleasure, aware of every twitch and fold in Diamond's tight marehood.

Between starting earlier and Sweetie's skilled assistance, Silver Spoon finished first. Apple Bloom saw her begin to shudder, and eagerly awaited the sight of Scootaloo unloading her full balls inside her. Instead, though, and probably wisely, she realized, Scootaloo pulled out as Silver began to orgasm. Her own member spurted its copious first load all over Silver's thighs and legs, and Sweetie's belly. After a moment of surprise, Sweetie giggled and licked a bit off her foreleg. Silver just staggered away and collapsed, seemingly spent, on one of the clean sleeping bags.

Sweetie, seeing Scootaloo's cock not yet vanished, leaned up and gave it a few licks, cleaning off the remaining seed and leaving it as hard as ever. Giggling, she got to her hooves and crawled forward until she could raise her rump and let it press against her entrance. Needing no further encouragement, Scootaloo plunged in and began rutting her in turn.

"Why did she pull out," Diamond panted, "and why didn't it disappear?"

"I guess she was afraid Silver Spoon might worry about having her seed in her. And usually they get two loads, though when we rut each other, we get off hard enough that we usually just get one big one."

"Please don't do that to me. I want it inside. All of it. The whole double load. Please?" It was half a demand, but still just the power to deny or approve her rival's deep desire gave Apple Bloom a thrill. Oddly, she found that power enough - she felt no need to be cruel and deny the request.

"Beg like that," she whispered, "and I will."

Sweetie and Scootaloo seemed to have been primed for their second round; very quickly their frantic mating came to a head, and Sweetie's adorable body shuddered in orgasm as Scootaloo unloaded her second, larger load inside her. The sight of her pulsing balls and the slight bulge to Sweetie's saturated belly seemed to break Diamond Tiara.

"Yes, yes," she moaned, "like that, just like that. Please Bloom, I want all of it, all your filthy farmer seed. Please give me all of it."

She trailed off as her orgasm took her and she lost the ability to speak, but there was no mistaking the plaintive nature of her moans, and Apple Bloom gladly hilted herself as their orgasms washed over them. She felt Diamond's sex clenching around her, and then the feeling of release as she pumped ropes of sperm into the other pony. Her plaintive moans got louder, and Apple Bloom suddenly felt drunk on how completely her rival had surrendered to her. She looked down at Diamond Tiara's familiar (and, admittedly, quite attractive) form, sweating and whimpering as her - Apple Bloom's! - seed poured into it. She felt the second wave take her, and the pulsing ropes of seed became a single stream, unloading everything into Diamond Tiara's womb.

Diamond clearly felt it as well, emitting a nearly Fluttershy-worthy eep as she felt just how full Apple Bloom was pumping her. It descended into a moan, though, as she rode the high of her own orgasm. Finally Apple Bloom's magical member faded.

For a moment, all five fillies lay, stunned, on the now-filthy sleeping bags. Then Apple Bloom got unsteadily to her hooves.

"Right," she said to Diamond Tiara, fighting through a mix of emotions she couldn't even begin to fully describe, "time to use my talent." She got out her potion kit.

Author's Note

We're back! This chapter took me (obviously) forever, due to a mix of writer's block and the dread Real Life Obligations. But I've got some good ideas for what's coming up next, so hopefully the next wait will be at least shorter.

I've also got inspiration for a new story! The plan is to update it between chapters of this one, or as I feel like it. It might or might not be M-rated, but it certainly won't be cloppy like this one. If you're interested in knowing when it goes live, feel free to give me a follow.