The Second Floor Club

by Lady Lindyne

Interlude 2: The Second First Time

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After gathering their wits, the ponies cleaned up the room as best they could, though Pinkie cheerfully told them she'd have to give the whole place a thorough cleaning the next day. While the six friends remained as close or closer than ever, Twilight didn't wasn't sure she wanted to push things by telling any more stories that night. The others seemed to agree. They took their time with their cleaning, and by the end it was late in the night, and everypony left with fond farewells and avowed eagerness about their next meeting.

Applejack and Twilight left together again. Though she could still feel Applejack's magical sperm inside her and was well satisfied, she nonetheless hoped her marefriend would stay the night. The two nights they'd spent together so far, she'd found the sex wonderful, of course, but she found herself liking falling asleep and waking up cuddled up close next to Applejack just as satisfying, if in different ways. Now the idea of curling up, relishing that full feeling, with her flank warmed by her lover's, was unbelievably appealing.

As they walked, though, she noticed Applejack fidgeting, uncharacteristically quiet.

"What's wrong, AJ? Are you sorry we rutted in front of our friends? Or worried about where it might go?"

Applejack looked up and gave her a small smile. "No way, sugar, unless you are." Twilight shook her head. "Nah, I just," she paused, and took a deep breath. "Look, Twi', I know we've just been together-together for a week, but with all the stuff we've been through these last few years, I don't reckon this thing between us is gonna stop anytime soon. And I don't think you do either. Am I right?"

"Of course," Twilight said, "but I don't know why--"

"Let me finish. I dunno where we're going, and after tonight I dunno how many of the other girls are coming with us. But now that they know we're an item I don't wanna hide you from anypony. So, uh, I was wondering if you wanted to come have dinner at the farm tomorrow. You know, as my marefriend."

Twilight had been puzzled, wondering where Applejack could be going with her line of inquiry, irrationally concerned she was about to face a proposal, a scenario she hadn't been considering for several months at the least. Instead her heart swelled at this suggestion.

"Oh AJ," she wrapped her wing around her lover and kissed her deeply, "I'd love to."

Applejack kissed back, and once they got to the castle, Twilight didn't even have to ask her in.


The dinner was a success, to the surprise of nopony, but nonetheless to Twilight's relief. She'd eaten at Sweet Apple Acres often enough, after all, and after the announcement and a round of enthusiastic hugs (and a premature "I get a princess for a sister!" from Apple Bloom) it was just another excellent meal in excellent company. Though if Twilight sat a bit closer to Applejack than she once would have, and relished the closeness, nopony mentioned it.

This time Twilight lingered after dessert, taking part in the relaxed Apple Family evening, Apple Bloom doing her homework while Granny Smith read a magazine and Mac and Applejack shared a cider and companionable silence. Not wanting to intrude, but not wanting to leave either, Twilight settled down next to Apple Bloom, looking at her math homework. Not long after, the filly hesitantly asked her a question, and they worked through a few of the more difficult problems together.

When they finished, Twilight looked up to see both Applejack and Big Mac beaming at her, and flushed. Granny Smith was already asleep. Mac and Apple Bloom excused themselves to get ready for bed, leaving Applejack and Twilight alone with the slumbering matriarch.

"Are we staying here tonight?" Twilight asked.

Applejack moved over next to her to speak her reply privately. "These walls're too thin for what I wanna do to you, sugarcube. I ain't ready to have that talk with AB just yet. Mind if I join you again at the castle?"

"You're welcome any time, AJ. If it were up to me, you'd spend every night there."

Applejack blushed and kissed her, and not long after they were back. They did indeed make too much noise for the quiet farmhouse that night.

Twilight hadn't thought much about her comment to Applejack at the farm - she'd told Applejack how much she loved sharing a bed with her in actual sleep often enough, and was only telling the truth. But the next night her marefriend appeared after the end of farm work, sweaty and exhausted but carrying a set of small saddlebags.

"I thought about what you said," she said, "and I reckoned if it were up to me, I'd spend every night here too. So I figured, why not make a habit of it? If you don't mind, I brought some shower stuff by."

Twilight, of course, didn't mind, and Applejack spent nights at the castle from then on. They made love every night, without the aid of the studding spell. Twilight found that the feeling of Applejack's flesh or coat or sex under her tongue or wings or hooves remained terribly exciting, and she could tell her lover felt the same. While she wouldn't have minded taking Applejack inside her again, of course, she found herself happy with her lover as she naturally was. While she looked forward to using the spell occasionally, she hoped she'd never get tired of Applejack just as she was.

They did find, though, that as the week went on, they became more and more eager for their weekly meeting with their friends. More and more often, one or the other of them would talk about how hot rutting in front of them had been. With four nights to go, Twilight mentioned how much seeing Rarity flick her pristine tail aside had turned her on, and Applejack brought her to several screaming orgasms alternating licking her sex with talking about how hot it'd be to watch Rarity rut with Thunderlane. With three to go, Applejack hesitantly mentioned that she'd half-hoped Rainbow, Rarity, and Fluttershy would start making out with each other rather than masturbating for their part of the trade. Twilight riffed on it, and they were up nearly until dawn building an elaborate fantasy in which each of the three mares asked for the rut spell and pumped an overjoyed Pinkie Pie full of magical seed.

"W-would you want a turn with her, too?" Twilight asked Applejack hesitantly, near the end of the night.

Applejack shrugged. "Sticking one of those things in a mare feels great, but you know I'm happy with you. I'd never do anything to hurt you, sugar."

"What if I didn't mind?" Twilight was pretty sure Applejack wouldn't take offense at the suggestion, but still found her voice very small as she asked.

Applejack grinned and kissed her. "Well then, if you were watching and approved, of course. But only if you took a turn too."

Twilight sighed. "It isn't safe."

"Twi, they make potions for that, you know. We saw Pinkie take one with Misty, and Rarity mentioned one too. 'Sides, this is a fantasy! Maybe Pinkie's finally ready to have a foal for real, and wants us all to raise it together, so she doesn't want to know which of us knocked her up?"

"Oooh, I like that fantasy."

They found they had time for one more round, and made it to sunrise. Applejack barely had time to shower their juices off of her before heading to the farm for the day's work, but, grinning, said it was worth it.

That evening, with their meeting the night after the next, they were settling in for an early dinner and an early bedtime, when Pinkie Pie wandered into the castle dining room.

"Oh, hey there Pinks," Applejack said, "everything okay?"

"Yep! Well, not really totally okay, but expected-not-okay which is pretty much okay."

"Err, come again?"

"So Misty's leaving in the morning the day of our meeting," Pinkie said. "We aren't breaking up or anything, but her winter break is over, so she needs to go back to Canterlot."

"I'm sorry Pinkie, that's a right shame," Applejack said.

"I didn't know she was a student," Twilight said, not sure what else she had to offer.

"No, silly! She's a professor! Something to do with weather control."

"Wait, I watched you having sex with a professor?" Twilight couldn't conceal her surprise.

"Yep! Wait, are you shocked, or turned on?"

"Both," Twilight muttered.

"Anyhow," Applejack coughed, "we're sorry to hear, Pinkie, and I reckon you're more'n welcome to join us for supper, but we're gonna turn in soon, and I dunno what else we can do."

"Oh," Pinkie looked shifty, "wellll, about that, I was kinda hoping you two'd help me make her last night really special."

"How d'ya mean?"

"So, remember how we met at that sex party?"

"I don't think I'll ever forget," Twilight said.

"Right! Well, turns out she goes to those things because one of her favoritest things ever is getting stuffed full of cock, one in all three holes ponies use for sex! But I can't cast the rut spell, and I'm just one pony anyway. So I was hoping that maybe if I asked reaaal nice you two would come and help! So would you come help me buck my marefriend tomorrow night, pretty please? And I know you're worried about getting ponies pregnant, Twi', but if you put yours in her mouth it won't be anywhere near anything dangerous."

Twilight looked at Applejack for a long minute, then hazarded a small smile. Applejack grinned back and shrugged.

"Well, if Applejack doesn't mind, I'd be willing," Twilight said.

"I reckon I don't mind," Applejack said. "We'll be there doing it, err, her, together, after all. 'Sides, I was worried we wouldn't have anything special to talk about this week."

Pinkie's mouth spread into a wide grin. "Yay! Thank you so much, you girls are the bestest friends ever! Come by my room tomorrow night at seven!" She bounded out of the room, an apple fritter mysteriously disappearing as she did, and the two lovers fell to laughter.

Despite their increasing eagerness at Pinkie's offer, Twilight and Applejack were too tired to do anything that night but fall asleep. The next morning, Twilight awoke at dawn with Applejack, but fell back asleep after wishing her a good day with a kiss. When she woke, she found herself both distracted by the upcoming evening, and unaccountably troubled. She tried to distract herself with work, but neither her reading nor her princess duties held much appeal, and no crises seemed to loom. Instead, she thought for a while, going over everything, trying to figure out what was troubling her. Finally she figured it out, and took to the air, heading for the farm.


She found Applejack easily from the air. Her marefriend was in one of the far orchards, taking advantage of the warm day to clear up fallen branches and do some pruning before winter. She grinned, seeing how Applejack's muscles moved as she worked, and marveled at the farmpony's ability to turn her on without even trying.

"Hey there darlin'," Applejack said as Twilight landed next to her, "everything okay? I wasn't expecting to see you 'till tonight."

"I know," Twilight said, "but something's been bothering me, and I figured it out! You need to be my first!"

"Uh, Twi', pretty sure that cart's already been pulled. I thought when we made love it was more memorable."

Twilight rolled her eyes. "Oh be quiet, you. No, I mean, my first time with a, um, you know, a penis. You're my marefriend, AJ, and I love that my first times so far have been with you. I don't want to be inside another mare first. I mean, if that's okay with you."

Applejack blushed, and looked down at her hooves. "I'm right honored you asked, Twi', it's so sweet. But I gotta be honest, I don't really like the idea of one of those in my mouth. I've had toys in my pussy, and I'd take you in there no questions, that's hot. But having a stallion's thing in my mouth, even if it's on you, it just sounds icky."

"Oh," Twilight looked down at her hooves, "I understand. I'll try to find somepony else to help Misty. I can still cast the spell, and I'm sure it'll be hot to watch, and you always have at least two loads, so you can rut me after."

Applejack was next to her, resting against her and pressing her chin to the top of Twilight's bowed head, carefully avoiding getting jabbed by the horn.

"Nothing doing, Twi'. I'm not gonna rut anypony 'lest you're involved. We can find two more to help out, and we can both watch and fool around. Unless..."

"Unless what?" Twilight couldn't help but smile at Applejack's kindness, though she kept her head bowed, partially in shame for ruining the plan, though partially because she liked feeling Applejack's head resting on her. "You can ask, I won't get mad."

"Okay then," Applejack took a deep breath, "why don't we just be each other's first again? You can rut me for real, be the first cock in my pussy."

"Applejack, I can't ask you to risk that! You know there's no data about alicorn reproductive magic and how it interfaces with a studding spell! Sure, it's probably safe, but if it isn't, if the studding spell flips the alicorn fertility magic..I calculate only about a five percent chance of that, but if it happens, the alicorn fertility magic will help the stud spell magic. If they team up, it won't matter if you're in season, the magic will accelerate you into it. So it's a flat one-in-twenty we'd have a foal."

"I know that, Twi'!" Applejack didn't sound angry, but did sound frustrated, which took Twilight back. "You've said it often enough. But...look, what I told Rarity when she brought it up, it was the truth, but not the whole truth. Golden'n I never did talk about foals, but it wasn't 'cause we weren't serious enough. Out here in the country, we'd never heard of a studding spell. So back when I was just a filly, and I realized all my crushes were on other fillies, I thought I'd never have foals. I got used to it, y'know? You can't change who you are, and I ain't never had interest in a stallion. But we're big on family here, and carryin' on the family, so it always made me sad. Now it turns out I can have it all, a beautiful mare and foals to boot, and I couldn't be happier. Now, I ain't saying I really wanna have your foal now, but...well, if we go on like this, someday I do. And I know you're sad you can't use that spell and enjoy it like the rest of us. You're a good sport about it, but you're just exploring sex and there's this great thing you can do for us, but not for yourself. I want to rut you however you like, whenever you like, without worrying about some silly potion. And if the risk of that is that I'll end up having a foal I wanna have someday anyway, well, I reckon that's not so bad. But I know you might not wanna risk it anyway. So I'll wait if you want. But I'd been kinda meaning to tell you anyway that...if you wanna risk it, I do too."

Twilight looked up, and saw Applejack's eyes shining. Her breath caught in her throat and she gave her marefriend a long kiss.

"Applejack, just the idea turns me on," she said slowly, "but it's such a big risk. I don't even know how I'd be as a parent..."

Applejack cut her off. "I do. You'd be fantastic. You already are a mother to Spike, near enough, and you started that when you were tiny. With what you know now...I wasn't kidding, Twi'. Someday you'll be a bang-up mother, and I hope the foal is mine."

"You're sure you're okay with risking it being now?" Twilight felt she should object more strongly, but she felt warm with a heady combination of love, flattery, and arousal, and was aware that she was right on the edge of agreeing, and would do so unless Applejack indicated any hesitation here.

"See for yourself," Applejack said instead, and stepped a few paces away. She raised her tail to present, and her marehood was sopping and winking. "I'm more'n ready for you. 'Sides, it'll be an experiment. You can write the first paper on how your magic works with the spell!"

The invocation of science was, as usual, too much for Twilight to resist. She sighed and gave in, admittedly with little reluctance. She moved over and pressed her muzzle against Applejack's sex, licking it while her horn glowed slightly.

"Not that that ain't nice," Applejack moaned, "but I'm plenty ready, you can mount me already."

"You taste so good," Twilight said, half-muffled by Applejack's flesh. "Besides, I need to let the magic figure out exactly how big to make me. We want it nice and snug, like yours is in me."

Applejack just moaned in response, and Twilight concentrated on pleasuring her while the magic worked. She hadn't said it, but on top of her other thoughts, she realized she might not last long, using a cock for the first time, and on Applejack as well. So she thought that any work she could do to get her mare close first would only increase the chances of a satisfying "first time" for both of them. She was dimly aware that they were still in potential public view in the orchard, but she hadn't seen anypony around from the air, and the potential objection made no headway against her arousal.

She was so enjoying Applejack moaning and writhing against her, she almost forgot about the spell, until it finished its work and she felt a strong tingle between her legs, followed by an unfamiliar, heavy weight. As the smell and taste of Applejack's dripping marehood filled her senses, she felt blood rush down, and the weight beneath her increased. An unfamiliar pleasure shot across the new appendage as it stiffened and pressed against her belly.

"Oh my," she said, coming up for air, "Applejack, I it's ready, and it feels big." She looked down between her legs, and indeed her member was slightly longer and significantly thicker than the one Applejack had grown to use on her.

Applejack laughed, though she was panting. "Apple stallions're famous for their size," she said, "guess it only makes sense the mares are a match. I always did prefer the bigger toys. Don't worry sugar, I want the whole thing."

Twilight rose up on her rear legs, flapping her wings to slow her descent, and settled her forehooves on Applejack's shoulders. The tip of her new cock was nestled right at Applejack's entrance, and she nearly gasped at the feeling of the dripping juices and warm flesh pressing lightly against the tip. Her magic was going wild, detecting the power concentrated in the new flesh. She could feel her body's natural infertility magic - which she always thought of as a chilling effect - fighting with the hot fertility magic roiling in her new balls. It felt as if the alicorn magic was the more powerful, but she still wasn't totally sure.

"Applejack," she tried for the last time, "I still can't tell which of these magics is more powerful. Are you sure you want to risk this? You're so hot, and I'm so new at this, that if I go in, I don't know if I'll have time to pull out if you change your mind."

"Celestia, Twi', I love you for how much you're frettin' about me, but I'd tell you to rut me now even if you were sure the stud magic'd win, I'm so ready to have you inside me. Just go slow, you won't hurt me none, but I want to really feel you in me for the first time."

Some small corner of Twilight's mind considered if this admission weren't a bad sign about the compromised state of Applejack's judgment, but the parts exalting in the feeling were much louder. Slowly she pushed the tip inside, gasping at the unfamiliar and delicious sensation as her massive shaft slowly, slowly sunk into her marefriend. She had to remind herself to go slow, but was rewarded with Applejack panting and moaning below her, slowly pressing her rear backwards in desire. The feeling of being surrounded by Applejack's warm, wet body was incredible, like sticking her tongue inside her lover but a thousand times deeper and more sensitive. She felt her balls clench, and the magics warring within her, and feared she might start spurting as soon as she was all the way inside.

She didn't, though the unfamiliar pleasure was so strong she wasn't sure why not. Instead she felt her medial ring pass inside, to a satisfying grunt from her lover, and then finally felt the wonderful sensation of Applejack's coat against her inner thighs, and her wetness dripping down her heavy sack, as Twilight at last bottomed out inside her.

"Twi'," Applejack panted, "I...I can feel you right there, just at the entrance. This is way better'n a toy. I can feel how you're gonna shoot right in me when you get off."

"I'm afraid it won't be long," Twilight settled her belly down fully on Applejack's back, confident the mighty farmpony could support her without effort, and loving the feel of her lover's coat all along her belly and nipples. "It feels so good, I feel like if I move at all I'll get off right now."

"I don't care," Applejack said, "I want you to. You girls talked about how you can feel it inside you, I want to feel that. Rut me, Twi'."

Applejack turned back to give a quick half-kiss, then lowered her forequarters and bent her knees slightly to emphasize her point, pressing harder against Twilight and letting her forehooves rest on the ground, giving her the perfect angle and leverage. She took full advantage. Heedlessly caught in the moment, she began thrusting as deeply and powerfully as she could manage, pounding in and out of Applejack without thought, savoring the feel of her lover's sex sliding along her bloated shaft. Applejack for her part did not object; she moaned and thrust her rear back, timing her movements to make sure Twilight sunk all the way inside her with each thrust.

Even later, Twilight wasn't sure if it was an effect of the spell, or a previously undiscovered personal quirk, but the temptation to swap her alicorn magic herself, to let the two spells cooperate to spill over herself and Applejack, ensuring her partner was receptive, was nearly overwhelming. Either her own last rational section, looking on in concern, or her desire to publish the untainted results of the experiment, stopped her, just barely, and she resisted. But just the thought made her even more aroused, and her relentless pounding inside Applejack was bringing her right to the edge. She felt the orgasm rising in her.

"Applejack," she panted, "I'm about to..."

"Yes," Applejack pressed her rump as high as she could, "do it Twi', deep as you can!"

Wordlessly, Twilight plunged herself fully into Applejack, drowning in the sensation of her dripping cleft surrounding the whole length of the magical shaft. Her orgasmic moan echoed among the bare trees, but she was far beyond caring, and she felt the first ropes of seed blast out of her, directly into Applejack's eager womb. She still couldn't tell which of the spells was governing what happened.

"Oh Twi, oh god, you, you're going to make me...oh, I'm..."

Applejack seemed to be having trouble getting words out around her moans. Twilight, coming down from her orgasm, realized with a start that Applejack's earth pony magic had made her aware of her own fertility when she'd been the subject of the stud spell the other day. Would she know immediately if she'd been impregnated? Was that what she was trying to say, that the stud spell had won, and she was going to bear Twilight's foal? She found that, guiltily, she enjoyed the thought.

Her magical shaft, still hard and hilted in her lover, enjoyed it as well. Unexpectedly, she felt another orgasm rising in her.

"Oh Celestia, Applejack, I'm about to give you the rest!"

Applejack's already incoherent sentences devolved into a long moan, and Twilight felt a heavenly squeezing along her shaft as Applejack's own orgasm took her. Like Applejack had during their last meeting with their friends, she felt her magical cock emptying everything into her lover, pumping her to the brim as she collapsed in a mighty orgasm. Desperately she pressed down on Applejack, trying to get even deeper in her lover.

As the orgasm faded, Twilight's shaft did as well, letting a burst of sperm out of Applejack's stuffed body, splashing on their thighs and the ground of Sweet Apple Acres. Exhausted, the two mares collapsed on each other, soaked with sweat and intimate fluids. Seamlessly they moved into a long kiss.

"So," Twilight finally said, after they'd calmed down and broken the kiss. "Do you know what happened?"

"Not pregnant," Applejack said, sounding somehow slightly disappointed.

"It was a near thing," Twilight admitted sheepishly, "I almost switched the alicorn magic myself. I don't know if the spell has some mild mental effect or what, but I'm sorry."

Applejack stared at her. "Sorry you almost did something? Darlin', that was amazing, and I trust you. I'll let you do that whenever you like."

It was a long time before they had enough cuddling, and got up to get ready to help Pinkie and Misty in the evening.


Author's Note

I'm back! Sorry for the delay, folks. March has been quite the work month. Mostly over, though, so I'm hoping to get back to twice-a-week updates soon.

I know, I know, second futa chapter in a row with another looking to be in the near future. It's new to the girls at this point so they're having fun with it, but if it's not your thing, rest assured there will be other chapters without it in the future.

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