The Second Floor Club

"...and then we decided we'd go out the next night. Like a date experiment!" Twilight finished the story of her first night with Applejack. She managed to keep her voice strong and steady, but just remembering their first time - her first time ever! - had her nearly ready to beg Applejack to repeat it right here and now.

"What did poor Spikey-wikey think when he saw Applejack had stayed the night?" Rarity asked.

"Oh, well," Twilight blushed, "when we slept in, he got worried, so he woke us up pounding on the door and yelling. We managed to move a bit apart before he came in, but..."

Applejack picked up as she flagged. "The bed was a right mess, and anypony'd have known why. We were planning on telling him we were gonna go out anyway, but I wish we'd been able to just tell him downstairs. Without all the uh, dirty sheets and such."

"Oh dear," Fluttershy said, "I hope the poor thing was okay."

"He's fine," Twilight said, "dragons don't really grow up in the same way ponies do. Sure, he's nowhere near sexually mature, but mental and emotional aging is mostly a function of time, and he's not that much younger than me. He learned about the mechanics of sex ages ago. He pretended to be grossed out, but I could tell it was just his way. I made sure to tell him I still valued him and would always be there for him, and he's fine. He's a good little guy."

Dash yawned. "I'm falling asleep here, girls. Less mushy, more sexy!"

Twilight looked over at Rainbow. Despite her words, her muscles were tense, and she was carefully sitting with her rump pressed up to a pillow.

"Sure, RD," Applejack said, "that's why you've got your nethers pressed up against the couch like that. The Cakes'll have to burn that thing before Twi's summit. But okay, I guess it's my turn."

Applejack's First Story - Window Shopping

I spent a lot of the day setting up for the date. It's lucky it's a quiet time at the farm, 'cause I could barely think of anything else! I told Mac what was up and he just grinned at me and said I'd owe him chores, and took care of mine. I went around and made all the reservations and such, then I went and got one of ma's old fancy dresses out of storage. Nothing like your stuff, of course, Rares, but it felt right. I didn't want to get too fancy and not be me, but it was a date, y'know?

"You're selling it short," Twilight nuzzled her, then turned to the others. "It's a really lovely dress, a very nice green, like her eyes. A bit old-fashioned, sure, but it looks like it belongs on Sweet Apple Acres, just like she does."

Even Applejack couldn't suppress a blush at that, and gave her a quick peck.

Thanks, sugarcube. Anyway, I got there at seven sharp. Shouldn't keep a Princess waiting, after all. I let her guard know I was there all proper-like, even though they'd have let me go right in, and they went and fetched her. She was dressed up pretty nice herself, in that gala dress you made her, Rares. I smiled and told her it was my favorite, and she said she'd remembered. I gotta admit I'd forgotten I even told her, but it was real sweet.

I had reservations at Savoir Fare's place, and it was a good meal, just fancy enough for a date, but I expect that's not what anypony wants to hear about tonight.

Even Rarity and Fluttershy nodded their agreement at that.

After dinner, I told Twi' I wanted to walk back, to look at the stars. It was a nice walk, really sweet. But you don't wanna hear about that either. Anyway, I walked her like we were heading back to the castle or Sweet Apple Acres. But that road goes by those rental cabins out there on the edge of the whitetail woods, you know?

"Ooooh," Rarity mock-swooned, "those cabins are so romantic!"

Exactly! So as we were walking by one of 'em, I just went up and unlocked the door, all casual like. Twi' wasn't expecting it, of course, and her face looked so cute! Especially when I told her I'd rented one all night just for us, she blushed just like she is now. Isn't it adorable?

They're just as nice inside as out, cozy wood fireplaces, perfect for this time of year, nice and quiet right on the edge of the woods. They're about what I'm used to, of course, but I thought Twilight'd find 'em nice and humble after that big old castle. 'Sides, I couldn't really take her back to the farm to rut her senseless. The walls are too thin.

Anyway, we went into the bedroom and spent some time settling in.

"I thought I was the shy one, AJ," Twilight giggled, then addressed their audience, "she means we were making out." She spent a moment demonstrating, leaving Applejack flustered.

Ah, right. Well, once we were good and comfortable, I got up to light the fire. But when I walked past the window, I saw the ponies in the next cabin over'd left their shades wide open, and had the lights on bright, even though they..."

"Wait," Pinkie said, "That was you?"

"Wait," Applejack shook her head, "you knew we saw? I wasn't gonna say it was you."

"I didn't know you did, silly! But we left the shades open because we thought it'd be hot knowing ponies could see in. And my Pinkie sense totally acts up when somepony's getting off watching me. It's great, it makes me super hot."

"Well, I guess we're teaming up to tell this one then. But alright. So, I saw Pinkie over there with Morning Mist, and there was a unicorn in the room too, a stallion. I wasn't planning to watch, but I was so surprised to see her I just stopped for a minute. And Twi' saw me and came over too, and then she saw Pinkie and we both just sorta stood there and watched. Sorry Pinkie."

"Don't worry silly, like I said, we thought it might happen! And I love it when ponies watch me, it's fun for everypony, just like a party!"

"I was curious what the unicorn stallion was doing there too. I thought he might be rutting y'all like in your story, but he wasn't even out of his sheathe, and if he was with two hot mares he was about to buck, I figured he would be. But then he went over to Morning Mist and cast some kind of spell, and suddenly she grew her own cock!

"I'd never heard of a thing like that, but of course Twilight knew what it was. What'd you say it was, sugar?"

"Studding spell," Twilight said. "They're the main reason--"

"History lesson later, egghead," Rainbow Dash said, "this is getting good."

"Well, I was a mite more patient," Applejack glared at her, "and I got most of the story. I'll let her tell the whole thing later, it's interesting stuff, but point is, it's a spell to let a mare get another mare pregnant."

"Oh my," Fluttershy said, "Pinkie, are you going to be a mommy? That's wonderful!"

"Maybe someday," Pinkie said, "but no way, I can't raise a foal now! Besides, Misty's great, but we just met! Nah, she wrote Vinyl after our first date to say how much she liked me, and Vinyl told her about my thing for having cum in me. So she got a stud spell for a night as a treat! But she had a potion she took to make sure she wouldn't really knock me up."

"Well you sure did seem to like your treat, Pinkie," Applejack winked at her. "As soon as we saw what was going on we couldn't bring ourselves to look away. So we pressed up against the window to watch, and Twi' leaned her flank right up against me. I gotta admit, I ain't so much for stallions, but I've taken my share of toys, and that big package on that cute little mare looked mighty fine, so I was getting pretty into it. Twi' was full on panting next to me, too.

"The unicorn left after doing the spell, and Pinkie turned her rump and presented right at the window, like she knew we were watching. Which I guess you just said you did. Getting the spell done must have turned her on something fierce, because she was half-open and dripping. She said something to Misty and she just climbed right on, no foreplay or anything."

"Mmm-hm!" Pinkie grinned and lolled her tongue out in a manner Twilight wasn't quite comfortable with. "As soon as she told me what was coming - her in me, that is - I was hot to trot! And knowing somepony was watching just made it all the better! I think I told her if she wanted to be on top, she had to start right then, 'cause I wasn't going to go another minute without her in me."

"I gotta tell you girls, it was something else watching Pinkie take it like that. Even though Misty had a real big cock, it wasn't like watching a stallion cover a mare. She's shorter'n Pinkie and really petite, so her front hooves couldn't even touch the ground while she was inside. I could tell it was two mares going at it, only here's this giant thing inside Pinkie. Hay, Misty even still had her pussy, all cute and wet above the magic balls.

"Pinkie was really getting into it, thrusting her rump up into Misty's prick and all, but Misty was having trouble finding her hooves to really rut her back. Then she started flapping her wings and was sorta hovering just above her, and started bucking her that way, using her wings to lift her up and then letting herself fall back inside Pinkie.

"That made the angle just perfect for us. We could see her sliding in and out as she flew up and fell back in, and we could see her balls slap against Pinkie every time. I dunno if it was just my imagination, knowing what the spell's for, but they looked really full.

"Nope," Pinkie said, "they totally were. I've taken plenty of stallions and I could tell Misty was fuller, every time she hit me with that sack of hers!"

"I was getting darn hot myself, and I could smell how hot Twi' was. We leaned over and started kissing each other, but it was hard and kinda funny because both of us still wanted to watch, so we were sort of side-mouthing each other. Pinkie and Misty were really getting into it, and I was just getting hotter and hotter watching. I really wanted to buck Twi' good'n hard, but I didn't want either of us to have to stop watching when we went down on the other.

"So I asked her if she could do the studding spell. Of course she can, but she was worried, because she didn't know if the alicorn fertility thing would work on the spell, or if she'd knock me up for real. So I asked if she could cast it on me, since we know she can't get knocked up. She got quiet for a bit, and I was worried she was upset, like maybe she was just into mares and thought cocks were icky. I didn't think so after her story, but I didn't know. But it turned out she was worried I wouldn't like the idea, since I'm just into mares myself. 'Course I told her she'd still look the same and I think she's sexy as all get out, and besides, I've used toys before. And if it was too weird, we could just cancel the spell.

"So she said sure, she could, and I could see she looked a little excited. But she said she'd make it smaller'n Misty's, since it was her first time n'all. I asked her if she was sure she wanted me to be the first 'stallion' inside her, what with not being a stallion and all. She just kissed me and told me she'd love it, and I'm not gonna lie, I felt like I might grow wings myself.

"So she cast the spell, and I got this--"

"Um," Fluttershy's voice cut her off despite her usual soft delivery, "can I, uh, see it?"

"What, the cock? 'Shy, it's long gone, the spell only lasts a few hours."

"But surely Twilight could cast the spell again, now," Rarity said. "We have a few hours left on the room, after all."

"I could," Twilight said, her blush back full force, "but the spell's designed for immediate mating. Especially when the subject's already aroused. Applejack will be very hard and the magical testes will be extremely full, enough for at least three large orgasms. It'll be painful if she has to just wait for the spell to end."

"Why would she do that, silly?" Pinkie was suddenly next to their couch. "You're her marefriend and you're right there and everypony can tell you really want her already. She can just empty it in you!"

"You want Applejack to rut me? Right here in front of you all?"

"Oh come now darling," Rarity said, "she was about to tell us all in explicit detail how she'd already done just that. Is doing it so different?"

"Seems pretty different to me," Applejack muttered, "but I can't say I'm not horny as all get out. I'm up for it if you are, Twi'."

"Pleeeease?" Pinkie said. "You watched Misty fill me up with her cum. Tradesies!"

Twilight's heart was hammering and she could tell her face was more flushed than she could ever remember. Still, her marehood ached when she thought of the feel of Applejack's faux-stallionhood inside her. And she realized the idea of all her friends watching her marefriend pump her full of magical seed was turning her on even more. Not trusting herself to speak, she turned and pressed her forequarters onto the couch, facing her rump towards Applejack and her friends. Taking a deep breath, she moved her tail aside, shivering as the slightly cooler air of the room caressed her sex, now revealed to them all. One at a time Rainbow, Rarity, and finally Fluttershy got up and crowded around the couch to watch.

"Uh, sugar," Applejack said, "you gotta cast the spell."

"Oh, right," Twilight mumbled. She channeled energy into her horn, her talent and alicorn prowess allowing her to shape the spell despite her state of arousal. She heard her friends gasp and knew it'd worked. She forced herself not to look back. Instead she raised her wings, ready to wrap them around Applejack's barrel once she was on top of her, and spread her hindlegs to part her nether lips as much as possible. She pushed her tail as far to the side as she could. She knew she was totally exposed to her friends, but her thrill at the thought overcame any shame.

"Nice looking pussy, egghead," Rainbow whispered in her ear, "is AJ gonna get that whole thing in you?"

"Of course," Twilight whispered back, "I sculpted it precisely to bottom out at my ideal depth of penetration, so as to ejaculate as deeply inside me as possible."

Rainbow just rolled her eyes, but she turned to look back where the action was about to start, leaving her rear facing Twilight. Intentionally or due to her arousal, her own tail was raised, and Twilight couldn't help but notice Rainbow's sex was dripping and inviting.

Before she could decide whether or not to mention it, she felt Applejack shift behind her, and panted reflexively, suspecting it meant her marefriend was preparing to mount her.

"Steady on, lover girl," Applejack leaned down to whisper in her ear, "you sure you wanna do this in front of them?"

"Are you?" Twilight asked back.

"Yeah," Applejack said without hesitation.

"Good, so am I." She turned her head as much as she could and pressed her lips to Applejack's.

Her lover's flared tip rested against her entrance, and her solid earth pony weight gradually bore Twilight down into the couch. Slowly, deliciously slowly, Applejack sunk the magical shaft - though still so warm and real - into her ready body. Once she felt the medial ring breach her, her head snapped forward, breaking the kiss, as she moaned loudly. Finally she felt the slap of flesh on her lips and clit as Applejack bottomed out, sealing their joining with the weight of her temporary balls.

Twilight expected this to be too much for her friends, and thought they'd be rubbing their own sexes with their hooves, or collapsed into an orgy. But instead they sat, breathing heavily and watching intently.

"Well come on Jackie," Pinkie said, "keep up telling the story!"

"What, while I'm inside Twi'?"

"Why not?"

"I'm a bit distracted!"

"It's okay, we don't mind if you take a break to moan or make out."

"F-fine." As Applejack started the story again, Twilight felt her begin moving slowly but steadily inside her, faster than a teasing pace, but nowhere near a full-on rut. It was the solid, considered stroke of a pony certain to get off inside her lover eventually, but in no great hurry to do so. Twilight found it heavenly, and could barely concentrate enough to hear what Applejack was actually saying.

"So Twi' cast her spell, and gave me this thing you see here. And she presented and I mounted her, just like this. Only, it was her first time, so I went real slow. Pinkie was still getting pounded over in the other cabin, and Twi' was watching the whole time. It made her so wet - though I, mmm, think she's wetter now - that it barely hurt her. Every so often I had to stop for a bit and let her get used to it, but it wasn't ever long before she was moaning and telling me to go on.

"'Course, it was my first time too, really. I've used toys, but this thing's different. I can feel though it for real, not just feel the pressure going into me. It's amazing, being inside my mare like this. I'm glad I tried it. And, ah, it's just as good the second time."

"I would have thought you'd heard of it, being a mare's mare all your life," Rarity said, "I have, just from old romances."

"I don't read too many of those, Rares. And I guess it just never came up. Harvest and I were serious for a while, but not serious enough to want foals. And ooh-ee we'd've needed to be. My earth pony magic's telling me just how fertile these magic balls are. I trust Twi', of course, and if she says alicorn magic's foolproof, it's foolproof, but if I got off in one of you other girls with this thing, you'd be having a foal for sure."

Pinkie moaned at that. Twilight looked over and saw her biting her lip and staring at where Applejack's shaft was plunging into her.

"I bet you like that, Pinks. We could tell how much you liked getting rutted by little Misty and her big cock, what with how you were bucking and carrying on. We could see 'em going at it like crazy, and it made Twi' half-crazy too. She stopped just letting me get a feel for her and started pressing back, and before I knew it she was bucking near as hard as Pinkie, and moaning up a storm."

Twilight bucked slightly into her as she said it, teasingly, and was rewarded with a story-interrupting moan.

"I could tell I wasn't gonna be able to take much of it. I knew stallions had a hard time keeping up with mares but I had no idea! Still, Misty'd gotten started earlier. I saw her fold her wings and just fall on Pinkie. Pinkie pressed back up into her, and Misty wrapped her forelegs around Pinkie's barrel. Twi' and i could both see when she came. Those heavy balls of hers clenched up, and they stayed all still for a long time. Twi' whispered to me that Pinkie must be feeling so full, and that nearly did it all on its own. I tell you, watching your friend get pumped full of cum is something else."

"I think you're about to show us," Rainbow said.

"Oh AJ, please do," Twilight panted. Applejack had started thrusting harder and faster as her own story aroused her, and now her shaft was working Twilight over, moving decidedly towards the "urgent" category. For her part Twilight did not object. Based on their last experience, she expected Applejack to have at least two large loads in her, and was eager to accept the first. She began bucking her rear back into her lover, grinning as Applejack moaned and panted in response.

"It's the bestest feeling ever," Pinkie said, apparently noticing Applejack was too distracted to continue. "When Misty fell on me that last time I could tell she was gonna fill me up and it just pushed me right over the edge. I almost fell over but I wanted to make sure the ponies watching had a great view so I just pushed my rump up and my forelegs down instead. And I'm glad I did, it gave Misty just the perfect angle. Ooh, Twi', it's just like that angle you're at on the couch!" Twilight moaned back at her. Applejack was rutting her frantically now, the mottled shaft appearing and disappearing inside her body. "Ooh, I felt that first rope splashing right inside me, and I was just gone!"

Pinkie's tail suddenly undulated, flowing over her dripping pussy and causing her to moan. "Oh gosh," she managed, "I didn't even know I had a Pinkie sense for 'one of my friends is getting off inside another right in front of me'!"

Twilight yelled out and Applejack moaned as she did just that. Just as Pinkie'd promised, Twilight felt Applejack's flare come to rest right at the entrance to her womb. Her own orgasm rose and overcame her just as she felt the pulse along the whole buried length, and then felt the first rope burst out inside her, directly into her deepest parts. She pressed her face into the cushions, moaning Applejack's name as blast after blast of seed painted her insides. She heard Applejack moaning for her in return. Dimly, she heard the conversation of her friends.

"Oh my," Fluttershy's voice was nearly a moan itself, "I can see it pumping inside her."

"Oh, it's so vulgar," Rarity was moaning, full on.

"I wish my tongue were in one of those pussies," Dash said.

Finally Twilight started to come down. Applejack's cock still rested deep inside her, her lover too stunned as yet to remove it. It was half-soft now, but still plugged her full womb. She felt delightfully bloated, and wondered if she'd taken so much of Applejack's spunk that it was visible.

"Can you see how full my belly is?" Twilight asked her friends.

Rainbow Dash pressed up close - a little closer than necessary, Twilight thought. The blue nose nearly touched her soaked mound.

"Don't think so," she said.

Twilight felt Applejack's legs tense as she prepared to pull out. Quickly she moved her wings back to grip her lover. It wasn't tight enough to really stop Applejack, but she kindly stayed in regardless. Twilight leaned up and kissed her.

"Hold on AJ," she said, "I know you've got another load in there. I want these girls to see just how full you can make me." Applejack's cock stiffened slightly at her words. She knew normal stallions needed time to recover, but the studding spell, initially intended to help fertilize several mares at once if needed, was much less picky.

"Oh dear," Rarity said, "I may have to take my leave and see if Thunderlane is available, I'm afraid you girls are making me quite heated."

"Nothing doing Rares," Applejack said. "We watched Pinkie and Misty get it on so we're square there, but you other girls aren't getting a free show. Come around where we can both see you and give us a show. Tradesies."

"Y-you mean, present for you?" Fluttershy was aghast.

"For starters," Applejack turned and grinned at her. "Twi's lettin' you see her get rutted senseless and all but bred. Just save her alicorn magic. Least y'all can do is show us how you get yourselves off."

Twilight felt Applejack return to full stiffness inside her, and she sighed.

"That would be nice, girls. It does seem only fair."

"Oh very well." To Twilight's surprise, Rarity was the first to enter her field of vision, not Rainbow Dash. Even thought Twilight knew she was aroused, her mane and tail were still flawless, her white coat pristine. She paused for a moment and looked at Twilight's eyes, half-closed even just from feeling Applejack fully erect. Twilight smiled at her, and Rarity smiled back, then turned. When she moved her perfect tail aside, Twilight saw the black flesh of her sex was glistening, and her white coat around it was grey and matted with moisture. She raised her rump lewdly and her horn glowed. Her flesh parted as an invisible shaft filled her, letting Twilight see deep inside her. She let out an adorable little squeak of pleasure.

"Well now, that's a show," Applejack murmured in her ear. She nodded. Applejack began moving slowly, barely pulling out at all, still conscious of her seed plugged in Twilight's womb. "Don't you worry," she whispered, "with a show like this, I won't have to pull out any more than this, and I sure as heck don't want to. I love feeling this close to you, sugarcube."

"Next time," Twilight said, "I want to be on my back, so I can kiss you when you say things like that."

Not one to be outdone, Rainbow Dash flew over the coupling ponies on the couch and tumbled on her back next to Rarity. Her hard nipples poked out from the light fur of her belly, and her prismatic tail fell around her dark, dripping pussy. Her eyes darted between Twilight and Applejack's blissful faces and Rarity's shamelessly exposed marehood. She bit her lip and moved her wings between her legs, using her soft feathers to caress her lips and clit.

"Oooh, I'll have to try that on you next time," Twilight said to Applejack.

"Careful sugar, I don't want to get off in you before 'Shy gives us her show."

Hearing this, Fluttershy slowly made her way next to Rarity where she stood unsteadily, wide eyes fixed on the two mares next to her, shamelessly masturbating for their friends.

"Fluttershy dear," Rarity said, "you do know we will be your friends forever, don't you, even if you say no to this? It's all in good fun."

Twilight smiled at Fluttershy and nodded, and Applejack spoke her agreement. From the prime seat behind them, Pinkie bounced up to smile and nod at her. Rainbow stopped feathering herself for a moment to gaze up at her as well.

"I...I know, thanks girls," Fluttershy said. She looked down at her hooves and flushed crimson, then slowly turned her hindquarters towards Twilight and Applejack. "But I want to say yes."

Everypony let out a sigh. Applejack resumed her slow movement deep inside Twilight's marehood. Rarity's sex opened again as the invisible toy sank into her. Rainbow Dash resumed her wing motions over her own cleft, faster now, eyes half closed, muzzle agape. Twilight noticed her gaze was fixed on Fluttershy's flank.

Slowly, their last friend raised her rump. Twilight had to admit, hearing Fluttershy talk about her recent tentacle experience was nothing compared to the realization that the demure, gorgeous mare was about to share her treasure with her closest friends. Fluttershy's legs trembled as she parted them. Twilight caught a glimpse of her protruding nipples through the pink curtain of her tail. She flicked it aside, so timidly that some strands still remained. Unlike her friends', her folds were as pink as her tail, with small, closed lips. Her sex seemed as withdrawn as the rest of her. Like the rest of her, though, she was determined to share this with her friends. With a little grunt she flicked the last of her tail aside, revealing her tight marehood fully. A drop of moisture slowly rolled from it.

For some reason the sight drove Twilight deeper into her lust, and seemed to do the same for Applejack. Twilight drove her rump back just as Applejack thrust in, bringing them fully together again with a moan.

"That's quite the pretty little thing you've got there, 'Shy," Applejack said.

"T-Thanks. But, uh, I don't really know how to, um, show off like the rest of you do. Rarity, can you...?"

"Oh my. Of course, darling."

With a grunt that sounded half effort, half pleasure, the glow of Rarity's horn intensified, and Fluttershy's blossom opened in front of their eyes, lovingly parted by the invisible force. Fluttershy emitted a loud eep, though nopony could mistake it for a displeased one.

"Are we really going to do this, girls?" The intensity of Rarity's panting made it clear the question was not academic.

"Are you gonna stop now?" Applejack said. "Whatever line you're worried about crossing, I recon you did that when you asked me to rut Twi' for you."

"Fluttershy dear," Rarity said by way of reply, "I'm going to increase my pace. Do you want me to take the spell off of you?"

"No. No, please rut me with your magic, Rarity."

"O-oh my."

As the sounds of mares in the throes of pleasure rose all around her, Twilight thought a line certainly had been crossed, thought that part of her mind that never stopped thinking suspected it had been some time earlier even than this. Perhaps when she'd asked Applejack up into her castle, or even when she'd told her story that very first week. But with all her heart (and her perfectly filled body) she was glad they'd crossed it. She didn't know where this adventure would take them, but she had faith that her friends wouldn't let it be an awkward or unhealthy place, or let it ruin what they already shared.

Then Fluttershy's orgasm broke, and even that part of her stopped to watch. She could see the fluids flowing and Fluttershy's inner walls clamping around Rarity's magic, and for a moment wished she were sure the studding spell were safe for her use, as she wondered what it would feel like to be inside. Then Fluttershy's whole body shook, and her wings flared out, and her knees buckled. She slid forward off the invisible toy, moaning Rarity's name, then Rainbow Dash's, as she collapsed in an apparently boneless heap.

The moment Rainbow heard Fluttershy say her name, she let out a delighted gasp, and her own wings flared out. She replaced them on her pussy with a foreleg, rubbing herself desperately with her cannon as her legs flailed and grasped the air. She moaned incoherently.

Those moans were then joined by Rarity's adorable gasps as she too fell to the ground, nearly touching Fluttershy, leaking from her marehood all over the carpet.

"Wowie," Pinkie said, "I'm going to have to work really hard cleaning up in here this week." She didn't sound sad about it, but Twilight barely heard. She was suddenly aware, over the sights, sounds, and smells of her friends bringing themselves off in front of her, that Applejack's pounding, short though the strokes were, had become faster. Her lover's magical balls felt somehow obscenely full as they slapped against her.

"I'm mighty close, 'Twi," Applejack whispered in her ear. "And I can feel this spell of yours working, I think it reckons I'm gonna spread this load among all four a'y'all. But it's all for you, pony girl."

"Oh by Celestia," Twilight muttered reflexively, then hoped Celestia never found out about this particular utterance of her name, "I want it all, AJ. I want you to fill me all the way up. I love you so much."

"I, oh, mmm, Twi'," Applejack's voice rose gradually as she spoke, "I love you too, I'm gonna fill you so full!"

This last she shouted, rousing their recently orgasmic friends, who staggered to their hooves to cluster around the couch, wondering what, if anything, they'd see.

Twilight's orgasm took her by storm as soon as Applejack finished speaking, before her lover even finished the final stroke that left her unnatural organ buried to the tailor-made tip inside her. When the first heavy spurts of seed began churning her already saturated womb, she was already near-mad with pleasure. In her bliss, all she wanted was more, to feel Applejack faux-impregnating her with as much seed as possible. Her horn glowed as she unconsciously fed a bit more power into the spell. Instead of the ropey bursts, she suddenly felt Applejack emptying into her in a steady, pounding stream, pushing her to new heights. Her muzzle dropped as she whinnied in joy.

"Oh my," Rarity said from next to her, eyes wide.

Finally the torrent stopped, and Applejack collapsed on top of Twilight, pressing her fully into the couch. Her cock still remained, still acting as a plug for the ocean of magically potent seed swirling inside her. As her orgasm finally faded, she took magical stock in a moment of panic to make sure she hadn't accidentally switched her fertility spell. She hadn't, and she struggled to rise under Applejack. She made it up just enough to see her belly visibly distended with the size of the load, when the overtaxed spell gave up, and Applejack's cock abruptly vanished.

Several large bursts of seed gushed from Twilight's marehood, soaking the couch and leaving clinging strands on Applejack's and Twilight's legs. Rarity and Fluttershy stared at it. Pinkie moved closer.

"Be careful," Twilight said, "it's still magical and very potent. Don't do something silly like sit in it."

Suddenly struck by the absurdity of the situation, she began to giggle, then laugh. All around her her friends, high with exhaustion and orgasm and the clinging vestiges of lust, joined her. She was even more sure, then, that wherever they were going, they would go as friends.