The Second Floor Club

by Lady Lindyne

Rating: mature
Tags: Sex, Twilight Sparkle, Main 6, Diamond Tiara, Slice of Life, My Little Pony: Friendship is Magic, Thunderlane, Romance, Cutie Mark Crusaders
Length: 89378

Twilight discovers her friends have a secret club, and must investigate. (Clop with a framing story.)

When Twilight Sparkle discovers a long-standing mysterious meeting among her five closest friends, she just has to get to the bottom of it. Despite her fears, her investigation leads her to some friendship lessons she never expected.

Spoilers list specific tags by chapter, in case you'd rather not be surprised.

Night 1: Red-Hooved - Cadance/Shining, voyeur Twilight (characters younger but not foals)
Night 2: Seeing Double - Rainbow/Cloudchaser/Flitter threesome (no direct incest)
Night 2: Fifth Date, First Time - Rarity/Thunderlane, romantic, defloration
Night 2: A Canterlot Night - Orgy, Pinkie/various mares and stallions, double penetration, voyeuristic bondage, lots of other voyeurism, touch of romance
Interlude 1: Paradigm Shift - (yes, not an interlude from clop) Twilight/Applejack, romance
Night 3: Animal Husbandry - Fluttershy/tentacle creature, egg implantation (everything consensual)
Night 3: Tradesies Pinkie/Morning Mist, Twilight/Applejack, futa, creampie, massive ejaculation, Rarity, Dash, Fluttershy solo, voyeurism, exhibitionism
Interlude: Second First Time Twilight/Applejack, futa, creampie, outdoor sex, massive ejaculation, moderate impregnation fetishization
Night 4: Three For the Road: Twilight/Applejack/Pinkie/Misty, futa, group, triple penetration, creampie, massive ejaculation
Night 4 Post-Game: Sleep Over, Part 1: various main six truth or dare shenanigans up to and including oral, CMC voyeurism. CMCless version for those who object to foals in clopfics will be done when part 2 is finished
Night 4 Post-Game: Sleep Over, Part 2: As previous chapter, plus CMC threesome, Twilight/Rainbow/Applejack romance
Interlude 3: Trios: defloration, Futaloo + Sweetie Belle, Spike + Apple Bloom hemipenis double penetration
Night 5: Window Shopping Rarity/Thunderlane, Fluttershy Voyeurism, Exhibitionism, Masturbation, Creampie. CMC half: Futaloo/Sweetie Belle/Futabloom/Diamond Tiara/Silver Spoon, Defloration, Creampies, light submission.
Night 5: Plus One Rainbow/Twilight/Applejack group sex, heavy teasing, sappiness. CMC half: Futabloom/Diamond Tiara, power play, class roleplay, domination/submission (consensual), awkward adolescent feelings, creampie.
Interlude 4: Spectators Futadash/Futalight/Applejack, Rarity/Thunderlane, Voyeurism, Creampie, Futalight/Futadash/Futajack/Rarity Triple Penetration, All the semen everywhere, cum inflation
Interlude 4: Invitations Apple Bloom/Diamond Futara, pretty much just sweet sex, also lots of story first

Published 2015-02-24 11:40:02 UTC
Last updated 2015-09-11 08:19:20 UTC

Night 1: Red-Hooved

It was a chilly night in mid-fall when Twilight burst in to Sugarcube Corner, mane and tail slightly messy. Mrs. Cake hurried over to her. Despite her more sanguine recent behavior, everypony in town still knew that when Twilight became disorganized, the situation was potentially dire.

"Hello dear-er, princess," she began, "what can we do for you?"

Twilight frowned at her, but her purposeful gait faltered a bit. "I've told you 'Twilight' or even 'dear' is fine, Mrs. Cake," she said, "and I'm at the end of my rope! The other princesses want to have our next summit here later in the winter, and I can't for the life of me find a venue I like!"

Mrs. Cake couldn't quite hide the confusion from her face or voice. "But...don't you have that whole castle?"

"Yes, but it's not Ponyville! What's the point of having a princess summit here if it's just in another giant magical castle? Cadance's is even made of crystal too, and hers has history! And really nice tapestries. I want to have it somewhere that feels like Ponyville! But Applejack needs all her space for the harvest, and Rarity is convinced her Boutique isn't good enough, and I can't find anywhere else that feels right. The hotel doesn't even have a conference room because it's a B&B! So I'm hoping Pinkie's around, so I can ask her, I figure maybe she has some secret party venue."

Mrs. Cake blinked at her, then smiled. "I don't know about secret, uh, dear, but she uses our event space here all the time."

Twilight blinked back, but her mane and tail settled a bit, and the blinks seemed to clear a bit of the disturbing look from her eyes. "You have an event space here?"

"Oh yes! It isn't the biggest, but it's got room for a dozen or so ponies, and it's right above the kitchen so it's always nice and warm. And it has a dumbwaiter so we can send up treats without interrupting."

"Oh, it sounds perfect! Can I take a look?"

Mrs. Cake's smile faltered a little. "Well, uh, it's in use now. Your friends use it for their little get-together, just like usual."

"My friends have a usual get-together?"

"Oh...oh, I'm sorry, I assumed you knew. They use it every week. Uh, I'm sure they didn't mean to exclude you."

"Yeah," Twilight murmured, "I'm sure they didn't." She was trying to hide a frown, mostly without success, but rallied to a mostly-convincing casual smile. "Well, can I come back and take a look tomorrow afternoon? You're right that the space sounds perfect!" Her appearance was back to normal now, and Mrs. Cake had to suppress a sigh of relief.

"Of course, dear! It's free all day tomorrow, so any time!"

Twilight nodded and headed out, seemingly cheerful. Mrs. Cake let out a long breath, only noticing then that she'd been holding it.

Twilight had nearly panicked, as usual. Also as usual, Spike had talked her down.

"Are you really going to worry this much, after all this time?" He'd rolled his eyes at her. "Just ask them! They're your best friends. I'm pretty sure if they didn't trust you, you'd never have saved Equestria. The sixth time. If you're worried it's some big secret, just show up and tell them how you found out! I'm sure they don't mean to keep it secret from you."

He'd been right, as he usually was when being the voice of reason. And so, a week later, Twilight teleported herself into the second floor event room at Sugarcube Corner, twenty minutes exactly before the scheduled meeting time.

It certainly was a nice space. She'd checked it out with Mrs. Cake as promised, and it was as ideal for the princess summit as it was for a private meeting of friends. The center of the room held a small table with benches along each side, large enough to sit four to six ponies comfortably. Six luxurious plush couches around the edges of the room doubled the occupancy, though the couches were large enough for two ponies to lie side to side in a pinch, or if they didn't mind a bit of snuggling. The main oven's chimney ran up the center of one wall, keeping the room cozy even on the cold nights, with the promised dumbwaiter next to it. There were no windows, either to the outside or to the rest of the building, keeping the space private. She'd verified during her inspection that the room was magically soundproofed in line with the standards for conference rooms, keeping the customers downstairs, or the Cakes in the kitchen, from overhearing anything.

For additional security, the soundproofing was one-way, allowing the room's occupants to hear approaching voices or hooves normally. Per regulations, this was to provide plenty of warning so the ponies inside could hide sensitive presentations or the like in case of unexpected guests, and so they could hear emergency warnings from outside the room, like the town bell. Today, though, it let her catch snatches of conversation as her friends arrived.

"--that's what I told her," Rarity's voice came through the wall, light with near-laughter, "but she insisted he'd been very clear he preferred stallions. Poor dear. I'd never tell her the truth, of course, since Pinkie told me in confidence, but--" She cut off as she opened the door and saw Twilight sitting on one of the far couches. The rest of her friends were behind her. All of them drew up short.

"Oh, uh, hello dear," Rarity hung her head slightly as she entered the room. "Were you, ah, waiting for us?"

Twilight nodded. "Mrs. Cake told me you met up here every week, when I was asking her about spaces for our summit. I thought I'd come by and," she swallowed and paused, "see if you minded."

Rarity flopped down one couch over with a sigh. "I don't mind," she said slowly, "but I wish you'd asked first. It'd be a bit less...awkward. Are you hurt we've not invited you?"

Pinkie Pie bounced into the room as if nothing unusual were happening and landed with a sigh on a couch. Rainbow Dash followed her not much later. Applejack came into the room and stood awkwardly by the table, hat half-over her eyes. Fluttershy only made it far enough in to let the door close fully before shrinking and staring at her hooves.

"A little," Twilight hung her head, "I thought about asking, but I thought if you hadn't told me, maybe you'd rather not discuss it outside. I guess I probably over-thought it."

"Oh, I suppose that makes sense," Rarity nodded. "And you're not wrong, it is embarrassing. Really just because we didn't tell you though. We all wanted to, after a while, but...oh, it was such awkward timing! We started meeting here not long after we met you, and back then we thought if we asked, you'd, well, freak out. And then by the time we all wanted to ask, it had been so long, you know, that explaining it all seemed awkward. Every week somepony would bring it up, and we'd all swear we should, but somehow nopony ever stepped up. I'm sorry."

The rest joined in a chorus of "sorry"s, and glancing around Twilight was relieved to see that all of them were, at the least, willing to meet her gaze.

"Oh girls," she said, feeling a genuine smile on her muzzle, "of course it's okay, I know you didn't want to hurt me. But why was it so awkward? If you were worried I'd freak out if you told me at first, I guess you aren't just meeting for muffins and a chat."

"Oh, we'll have plenty of muffins!" Pinkie beamed at her. "Don't worry about that!"

Applejack chuckled at her and made herself comfortable on a couch. "We do mostly just chat, sugarcube," she turned to address Twilight, "but it's kinda a, uh, specific kind of chat. That's why it's awkward."

"Can't you just tell me?" Twilight sighed.

"Consarn it, I'm trying, but it's embarrassing--"

"It's when we talk about sex, Twi'," she said, sticking out her tongue at Applejack. "It's no big deal."

"Well, I wouldn't put it so rudely myself, but yes," Rarity said, "we discuss our, ah, romantic adventures. That's why we didn't invite you at first, darling. You were so new to even having friends, we feared hearing about our antics would be...overwhelming."

"Like your stories'd 'overwhelm' anypony," Rainbow snorted at her. "But yeah, you weren't ready for mine for at least a year." Rarity rolled her eyes.

"Wait, so you just show up every week and talk about stallions?"

"And mares," Rainbow Dash said.

"And griffins and donkeys!" Pinkie grinned at her.

"Sometimes other things too," Fluttershy muttered.

"And you don't mind if I join you? Even though I don't...have that much to tell?" Twilight looked at her hooves, cheeks reddening. Suddenly she felt warm fur against hers. Pinkie and Rarity had joined her on the couch and were leaning against her encouragingly.

"Of course, silly! You're one of our bestest friends ever! The only thing better than having a great time is telling your friends about it after!" Pinkie nuzzled her.

"Ah, quite," Rarity said. "Some of us are already more...particular than others. We don't all have something to say every time."

"Yeah, 'Shy almost never says nothing," Applejack said, "but when she does, oooh-eee." She grinned at Fluttershy, who seemed to be trying to sink entirely into her couch.

"Okay then," Twilight smiled at them all. "Thanks girls, I'm sorry I worried about this at all, and sorry I didn't just come ask one of you. I should have known you'd worry about it just as much as I did." All five of her friends clustered around to nuzzle her.

"Shoot, ain't nothing Twi," Applejack said, "I'm just glad you finally know. It didn't feel right without you, especially the last few years." Everypony else voiced their agreement. "Anyhow, I remember you had big plans with whatshisname Rarity, what--"

Rainbow cut her off. "Hold on," she smirked at Twilight, "since it's Twi's first time, she should start."

"Oooh, yeah, like a 'if it's your first time, you have to fight' thing!" Pinkie said.

"I have no idea what that means," Dash said. "But I've never heard Twi talk about this stuff ever. Even a giant egghead must have at least one juicy story by our age." Everypony turned to look at Twilight.

"Well, wha'dya say, sugarcube? Got something juicy to tell?"

"Well, uh, I was sort of hoping I'd hear somepony else first, so I had a good idea of what kind of thing you want..." Twilight blushed.

"Come on, this isn't homework," Rainbow rolled her eyes. "We're not gonna grade you. We just want to hear dirty stories from our friends."

"Hey, she loves homework, I bet an assignment'd be the perfect thing!" Pinkie tapped her hoof for a minute, then grinned. "Okay I've got a good one! Twilight, your first assignment from Professor Pinkie is to tell us about the most turned on you ever were before you met any of us."

The "assignment" seemed ridiculous, but Twilight's deep-seated academic instincts whirred, and she felt herself composing despite herself. Before anypony could argue with Pinkie's task, she settled into the couch, Rarity and Pinkie still leaning against her, and cleared her throat...

Twilight's First Story: The Closet

It was a normal summer day, back when I was Celestia's personal student, in Canterlot. I'd had my cutie mark for two and a half years. It's different here, but in Canterlot that's a strange time for most unicorns. You're legally a grown-up pony, but you're still in school with plenty that aren't. Most of us still spent summers at home, too, including me. It's a lot like being half an adult, or something.

In my case, it was less than half in the summer. My parents were really overprotective, so even though I was able to take care of myself, they brought in foalsitters whenever they had to spend time away. It was incredibly silly, especially since the school's policy was that students my age had plenty of time unsupervised. I had more freedoms at school than I did at home, and I resented it.

Anyway, on the day in question, I was home for summer break, but my parents were out. I think my mom was doing a book signing. They were going to be home late, and Shining had a hoofball game, so they brought in Cadance to watch me. By that point she'd realized I was way too old for real foalsitting, but we didn't have too much in common anymore. She wasn't a full princess yet, so she barely knew Celestia, and she spent a lot of social time at school. I didn't, of course. So we did our little greeting, as always, and chatted a bit, but mostly she left me on my own to read in my room, while she hung out downstairs in case I needed anything.

By the time it started to get dark, I'd finished my book. It was Golden Ratio's Meditations on Alchemical Admixture, a true classic!

"Leave it to Twilight to forget where here parents went, but remember exactly what book she was reading," Rainbow Dash snickered, before Fluttershy glared at her.

I remember because it's relevant! It was my first time reading it, but I wondered if the ideas might be relevant to Precise Format's Last Recipe, so I wanted to re-read my favorite book about it, The Million Bit Recipe. I went to get it from my shelf, but then I remembered I'd loaned it to Shiny. I really wanted to read it again, so I went into his room to find it.

Rarity raised her leg to her mouth and made a scandalized gasp.

Yeah, Shiny was a self-conscious young stallion back then, so I wasn't sure he'd want me in his room. But I was totally fixated on finding that book, I thought I might be on the verge of solving a thousand-year-old riddle!

"I'll bet you were, too" Applejack said.

Well, yes, but that's not the point of the story. Not even I get turned on by solving magical problems. Anyway, his room was a mess, and I had no idea where the book was. So I just started rooting around in piles of junk hoping to find it. I was in the middle of digging through one when I heard Cadance coming up the stairs.

In my house in Canterlot, Shiny's room is on the other side of the landing from mine, so there was no way I was going to be able to get back into my room without Cadance seeing I'd come from his. I had no idea what to do, so I panicked. I shut his door as quietly as I could and was totally silent, listening to what she was doing. I heard her walking over to my door, and I was terrified she'd go inside and find me missing. Instead she just knocked softly and asked if I was awake. I guess she was satisfied I wasn't when I didn't answer, because I heard her hooves coming back towards me.

She could have just been going back downstairs, but the whole situation made me feel like I was a filly again and I'd gotten caught practicing my magic on the cookie jar. So I assumed she was coming for me, and dove into Shiny's closet and shut the door. I heard her open up his door and my heart was racing, I thought I was moments from being caught. I thought I'd never be able to explain and would be expelled for being a pervert! But I just heard her wandering around Shiny's room, and eventually I got confused about what she was doing in there.

Our parents always wanted us to be well-groomed, so they made sure we had plenty of mirrors. In Shiny's case, he had one on his bedroom door and one on his closet door. At that point I'd already mastered Clover's Perfect Reflection, which lets you use one mirror to see out of another. It's the same spell the unicorn guard use to watch their interrogation rooms without the suspects being able to see them. It's got a terrible range, but works great within the same house. So I used it to link the two mirrors, and see what Cadance was doing.

I nearly screamed when I first set it up. She was using the mirror, so it looked like she was looking directly at me! Fortunately I managed not to. She was fixing up her makeup, which seemed strange, but it was nice to get such a good look at her. I'm sure I don't need to tell you she's a beautiful mare,

Rainbow Dash whistled appreciatively.

"You owe me ten bits," Applejack told Pinkie, "I told you she was into mares."

I'm just saying, she fits almost every commonly accepted standard for beauty in mares! She wasn't quite as tall back then, but she still had the perfect coloration, the lovely features, the elegant lines. Ahem. Anyway, it wasn't really sexual, but she was my old foalsitter, you know? I'd always looked up to her as being older and beautiful so I was fascinated by being able to see her like that, working on her appearance.

She finished up with her makeup, then tossed her hair around, looking at how it fell over her face and using her magic to try out a few variants. Then she turned around and started doing the same with her tail. I almost turned it off, every time she tossed it I could see her labia--

"Oh come on, are you really going to use the anatomical terms? That's not hot at all." Rainbow Dash rolled her eyes.

Fine. Every time she tossed it, it looked like she was presenting to me. I could even see a bit of dampness between her lips. I couldn't look away, and I felt myself starting to get wet too. Then she went and lay down on Shiny's bed! She turned her rump towards the door and looked over her back towards the door, and had these come-hither eyes, I was enthralled. Then she flicked her tail aside, and she was presenting, nothing unintentional about it, right at the mirror. She winked with her marehood, and I could see it was all wet inside. I had to fight not to moan, I was dripping too, I was worried my smell would get out under the door and give me away.

I was so distracted I didn't hear the hoofbeats coming up the stairs until they were almost at Shiny's door. As soon as I did, I lost view of Cadance and was looking at a bare wall; I was aroused enough that it took me a minute to figure out somepony had opened the door. Before I could really process it, the door closed again Shiny himself was mostly blocking my view of Cadance. I was seeing him from behind, obviously, but he was swishing his tail in excitement, and every time it moved aside I could see he was erec--fully hard.

I know he's my brother, but I was already aroused from looking at Cadance, so seeing his balls clenched and his shaft hanging hard beneath him turned me on even more. I hope you don't all think I'm a freak.

Rarity and Pinkie leaned in closer, and Rarity nuzzled her encouragingly. Around the room the others shook their heads. Twilight smiled her thanks, but shivered a little at the feeling of their warm coats pressing near her cutie marks.

Cadance and Shiny never told anyone they were dating - that's why I was a little surprised when they got married - so I wasn't sure what was going to happen. I was so close I could hear everything they said, though.

"Welcome back, Captain," Cadance had this incredible bedroom voice, all husky, it sent shivers through me and I wasn't even the one she was talking to! It's no wonder she turned out to be the Princess of Love. Shiny was captain of his hoofball team, and he already wanted to be in the guard, so I was pretty sure he loved being called "Captain". From what I could see between his legs, I was right. His shaft raised up a bit, and he almost reared. Cadance smiled at him and I felt it right in my belly.

"We won," Shiny said, though his voice was thick, "want to celebrate?"

She smiled again and nodded, and he went over and started kissing her, mouth on mouth.

"You really should have seen that wedding coming, darling," Rarity murmured.

They never said anything about it! I thought it was just a school fling, or that she had some arranged marriage for when she became a full princess!

They kissed for a long time. I'd never seen anypony doing that, so I wanted to get a better look, but I couldn't really see well from the mirror. Shiny's head kept getting in the way. I heard them nickering when they came up for air, though, and Cadance was getting so flushed that even her coat around her cutie mark, which was all I could really see around Shiny, was getting darker. I was dripping at that point and the closet air was thick with musk, I'm not sure if it was mine or hers or both. I desperately wanted to have lips on my mouth kissing me like that, and I almost whimpered, but I knew from how easily I could hear them that if I made any noise at all I'd be found out.

Cadance started rubbing him with her wings, and then I saw the gleam of her magic on his shaft. It was mesmerizing. Since magic's translucent, especially her light pink on his mostly black shaft, I could see his skin moving as she pumped it. Even though the angle wasn't great, I could tell how hard he was, and I could see him harden more under her magic. I heard him groan.

She broke the kiss and whispered something I couldn't hear. He nodded, and climbed up onto the bed. I was trying to control my breathing, lest I pant and be heard, but seeing him climbing up onto the bed with her made me bite down on my lip to avoid moaning, and I couldn't help but pant a little, I was so turned on. I desperately wanted to use my magic to play with my own marehood, but I knew if I had an orgasm I couldn't stay quiet enough.

As soon as he was on the bed, he climbed on top of her. I got a brief glimpse between her legs, where she was winking like crazy, and saw she'd left the sheets damp. I realized the carpet of the closet where I was sitting was damp too. Then his shaft blocked my view, not inside her, but dangling down like a tail, the top pressed flat against her passage. I could see her damp lips around the sides. They were kissing again, frantically, and she stroked his barrels and shoulders with her wings.

I imagined being her, pressed beneath a heavy stallion, feeling his weight bearing me into the mattress, the thin fur of his belly on my back. I imagined feeling his warm, hard shaft pressing against my folds, how slick it would become just from that slight contact. Then I imagined being on top of Cadance, her pink coat soft against my belly and nipples, her lips on mine, her downy feathers all over my body. I wondered what it would feel like to have a shaft to press up against her. I remembered her eyes and voice and shuddered. Once again I had to bite my lip to avoid making too much noise, and nearly drew blood.

"Stop teasing me, Captain," she said in that same husky voice, which felt like it went to my nethers rather than my ears, "I've already been waiting all night."

Shiny raised his hindquarters. I held my breath. He wriggled to position himself, tossing his tail and straining his leg muscles. He looked so powerful. He let the flare of his cock rest just between her lips, snug enough not to move. Cadance broke the kiss and drew in breath so hard I could hear it. I did the same. I was in that moment intensely jealous of my foalsitter, even as I recognized how gorgeous she looked, with Shiny poised right at her entrance.

Then he bore down hard, and sank fully into her in one long stroke. According to my later reading, that indicates that this was not their first time rutting each other. I'm also given to understand that such a maneuver would be intensely painful as a first sexual experience. But there, sitting on the floor of that closet, watching my foalsitter spitted by my brother, I would have begged for it, all the same. I let out my held breath in a half-pant, half-moan that I was sure would have gotten me caught, save that at that moment Cadance let out a full-throated moan as Shiny started to thrust in and out of her at a steady pace.

Watching him rut her was half-paradise, half-torture. I knew the mechanics of mating, of course, as an educated pony. I'd even found learning it arousing, enough to pleasure myself with my magic immediately after the lesson, and from time to time after. But there was no comparison between dry diagrams and descriptions and seeing Shiny's mottled shaft plunging in and out of Cadance - my beautiful foalsitter! And now I couldn't pleasure myself with magic or anything else, lest I give myself away. I could only watch, slowly soaking the closet rug with my desire to be similarly impaled.

I became hyper-aware of little things, like how the sheets moved as they tossed them around, or how Cadance's tail flicked over the top of Shiny's shaft when he pulled out of her, only to flip joyously to the side as he plunged back in to the hilt. I saw his sack clench and move as he buried himself in her and stayed, and heard them both yell out. I realized a moment later, to my horror, that he was inseminating her, and that she didn't seem to mind.

"Oh yes, give me all of it," she moaned, and he obliged, kissing her mouth, slightly sideways as he lay on top of her. All the while he was hilted in her, and I saw his balls clenching, pumping out their cargo. My rational mind was terrified that she'd get pregnant and cause a scandal, but I ached to know what it felt like, whether she could feel the ropes of seed I knew he was pumping as deeply inside her graceful body as he could. If it were possible to orgasm from visual stimulation alone, I would have then and there, but for good or ill, if anypony can do it I can't. I could only stew in my own juices.

He withdrew, and the burst of white that followed, along with the steady trickle out of Cadance's opening, left me in no doubt that I'd been correct that he'd come a great deal in her. I knew I should be horrified that my brother had apparently just intentionally impregnated a princess-to-be, but there wasn't room around my arousal, and my jealousy of both of them.

I learned once I became an alicorn that our fertility is entirely voluntary, which cast the whole thing in a whole new light. I expect it would come in handy if I ever had any sex. At the time, though, I could only file it away as a problem for later. The problem for now was that I was trapped in my brother's closet while he and Cadance enjoyed post-coital cuddles. Fortunately for me, though perhaps unfortunately for the tale, they seemed uninterested in a repeat performance. From what I overheard of their low conversation, I think they were worried I would wake up, or my parents would return. After a few minutes of kissing and cuddling, they went to the bathroom to clean up, leaving me to take a nerve-wracking but successful run back to my own bedroom.

I pretended to be asleep all through their shower, but it was torture. I imagined him mounting her in our large shower stall, her wrapping her hooves around the safety bar to steady herself as he rutted her silly again. And I couldn't get the image of her seed-dripping marehood out of my mind, nor stop imagining what it would feel like to be myself so full of sperm that it dribbled out of me.

"Eventually they went downstairs and I brought myself to a very satisfying orgasm, but not before I'd completely soaked my sheets," Twilight finished. "But lying in bed like that, pretending to be asleep, with only my memories and my imagination, was the most turned on I've ever been."

She realized her friends had been silent for a while, and looked around. Rarity was fanning herself, her whole coat flushed pink, looking awkwardly similar in color to Cadance's. Pinky was pressed very close to her, their cutie marks touching, creating a tingle in Twilight's flank that she hadn't noticed only because telling the story had so turned her on. Fluttershy's face was completely hidden under a cushion, but her legs were twitching. Applejack and Rainbow looked fine, but the farmpony gave her a surprisingly shy-looking smile.

"The most turned on until you came to Ponyville," Rainbow said. "I know I make everypony so hot it's not fair to compare."

Twilight just rolled her eyes, but was suddenly self-conscious.

"So, uh, was that okay?"

"Oh, I should say so," Rarity said, her voice notably deeper. "But you rather outdid our usual standards, darling. In the past, we've been rather less...detailed, in our descriptions of events."

Twilight blushed deeply. "Oh, I'm so sorry! I gave you erotica when you just wanted a bar story!"

"That's quite alright, sugarcube," Applejack said, "I reckon I wanted just what you gave me, I just never realized it. I'll be trying to do the same with my next story." Everypony else nodded or muttered agreement, except Fluttershy, who just eeped.

"Yes, I do say I now wish even more that we'd asked you to join ages ago," Rarity said. "But I'm afraid we'll have to extend our reservation for the future. Our time is nearly up for this week, and we've only heard the one tale. Pinkie, please get us the whole evening starting next week. I presume we shall see everyone again then?"

The ponies nodded, and went, at various levels of steadiness, on their way.

Night 2: Seeing Double

Twilight was, unsurprisingly, the first to arrive to the next meeting, even though she was now expected. Her usual punctuality, combined with her overall excitement for her first official meeting, left her unable to concentrate as the evening arrived. She gave it up and left even earlier than she would normally, arriving a good ten minutes before anypony else.

She forced herself to lie still on the same sofa she'd occupied last week, though in truth she was eager to be in the audience this time around, and found herself tempted to fidget. On the walk over, she'd had to focus to keep her tail from involuntarily doing anything unseemly, and now she found her legs constantly wanting to twitch. She'd found sharing her own story to be exciting, but she was even more excited at the prospect of seeing her dear friends in a new light, one she only now knew she'd been missing out on. In short, she had to remind herself she was a grown-up, and a princess, lest she squeal and rub her forelegs together like a schoolfilly packing an apple for her favorite teacher.

Somehow she managed, and before long her friends started trickling in. Rarity and Fluttershy arrived first, fresh from the spa and radiant. Twilight greeted them and they chatted happily about the day, though she was a tiny bit disappointed that Rarity took her own couch rather than joining her as she had the previous week. She knew it had just been to quell her worry about being excluded, but still, she'd found the close contact comfortable.

Not long after, Rainbow and Applejack arrived, dragging Pinkie in tow. The latter had a bit of flour in her mane.

"We found her on our way in from the farm," Applejack said, "silly filly lost track of time baking. Had to remind about our appointment to get her away."

"I didn't sleep much this weekend," Pinkie admitted, looking slightly sheepish, which Twilight knew in her case indicated quite a lot of embarrassment.

Rarity cocked an eyebrow. "Oh? I do hope you'll tell us all about it."

"We've got all night this time," Pinkie grinned, shame forgotten. "I'm gonna save this one for last."

"Whatever," Rainbow Dash shrugged, "but if you wanna save the best for last, go before I do. I had an awesome day yesterday."

"No way it's better than my whole weekend. That's twice the days and like eighty times the fun."

Twilight was about to challenge Pinkie's math, but Dash beat her to the punch.

"You're on. I'll go first. But if my story's better, you owe me a dare."

Pinkie stuck her tongue out. "Okie dokie! But everypony else votes on who's best, so we know for sure. And if I win, you owe me one."

Dash grinned. "Done." Pinkie bounced over to her, then both spat on a hoof and banged them together.

"Do you bet dares like that often?" Twilight asked. "I've never seen you do that before."

"Eh, it's kinda a girl's night thing," Dash shrugged.

"Started about a year ago," Applejack said. "Pinkie and me got tired of Dash talking all big. It's all harmless stuff, like chugging a drink or jumping in a cold pond or whatever."

"Oh." Twilight wasn't sure if she was relieved or disappointed. She'd had a brief fancy that the dares were more adult in nature. She supposed she was glad her friends hadn't been rutting each other without telling her, but had to admit the mental image wasn't unpleasant.

"Anyway, everypony ready to hear about my awesome day?"

Applejack looked around. "I reckon so, sugarcube. 'Sides, if you build it up any more, it'll never live up to it."

"Nuh-uh," Dash grinned, "I lived the dream."

"Liquid rainbow?" Fluttershy's voice was tiny, and she was blushing furiously as she spoke.

"Nope," Rainbow was full-on smirking now, "twins." Applejack, of all ponies, blushed hard.

"Well come now then darling," Rarity said, "let's keep up with Twilight's good example. Tell us everything. Spare no detail!"

"Wasn't planning to. Here goes!"

Rainbow's First Story - Double the Fun

I was on the evening shift with Cloudchaser, getting everything ready for overnight. It was one of the really easy ones. I mean, they're all easy for me, but this one was super easy. Slightly cloudy. Barely any work, just push some clouds around for a bit, then just let 'em drift for the next few hours. Cloudchaser could've done it herself.

So even just the two of us got it done in a couple of hours. It was just after moonrise and the whole night was all set up, so we headed out early. Just as we were coming down, we saw Flitter leaving Thunderlane's place.

Cloudchaser told me it was odd, since she was supposed to be foalsitting Rumble, so we went down to check it out. She laughed. Turns out Thunderlane'd decided he was going to be out all night, so they'd set Rumble up for a sleepover with Snips and Snails. The guy'd been in a huge hurry, Flitter was pretty sure he was getting lucky. He even paid her double for the whole time, even though he'd changed his plans and cut the foalsitting short. He must have had one heck of a mare waiting.

So now we all had a free evening, and Flitter'd just gotten some spending money, so she said she'd take us out for drinks. You know I never turn down drinks,

"Oh, don't I know," Applejack said.

Ahem. So we went to the bar, but it was packed. I'm down for a good party, but this wasn't Pinkie party busy, this was too full to hear yourself, let alone anypony else. So we milled around for a bit, then Cloudchaser said we could just grab some mixers and have drinks at her place.

I always play it cool, but that sounded even better. I've known those two forever and they're awesome ponies, but drinks at home are something else. That's a great way to add some benefits to your friends, and those two have some awesome benefits, if you know what I mean.

"Best legs of any Ponyville pegasi," Applejack said. Rainbow glared at her. "Sorry sugarcube, yourself included."

Yeah, whatever AJ, everypony knows you're a perv for pegasi. I'm amazed you've never tried to jump me.

"Maybe I would if your legs were as nice as theirs."

Rainbow stuck her tongue out.

Whatever, I'm the one who spent last night with 'em, so you can suck it.

We picked up some juice and a few bottles of nice booze, and Cloudchaser took us to her place. Even though we've been friends for ages, I'd never been by. We mostly hung out on the clouds and stuff after work, or in the bar. It's pretty nice, but it's an earth pony house. Still, not like I was gonna complain, not with that company. She mixed up some nice drinks, and we were just chilling and chatting. It was nice, but it was a small couch, and here I was between these smoking hot twins. I wanted to spice it up a bit.

I gotta admit, I've got you to thank for it, Twi. We started talking about how long they've been foalsitting Rumble for Thunderlane. I didn't know his parents'd been away in the guard for so long. He barely had his cutie mark when he started having to watch out for Rumble most of the time. So Flitter got started foalsitting because she was dating him, and they wanted to spend more time together. They've been back to just friends for years, but she had some good stories about near-misses and things. Nothing as hot as yours, Twi, but a lot funnier.

So then I realized, I had this great, sexy story about foalsitting, and it's totally related. I had a natural, uh, what's that word you told me Twi? Segue! Right, a natural segue. Oh, don't look at me like that, I'd never spill a secret story like that. I changed it around, pretended it was about a pegasus friend from Cloudsdale. Cloud doors are weird, if you're a pegasus you can kinda look out through them if you put your head halfway in, and you're pretty hard to see. So I said my friend did that and her sitter and brother didn't see because they were distracted.

I couldn't really remember the words you used, and I didn't want to sound like an egghead anyway. And you talked so much about mushy stuff like how you felt, I just wanted to talk about the action. But I got the gist of it, how hot it was to see them getting it on, and how you couldn't get yourself off.

They must have thought it was hot too, 'cause as I told it we all sorta slid closer and closer together. It was great, I could tell they were getting into it, and here were these amazing hot twins leaning up to me. I started getting really wet, and I could smell they were too. When I got to around the halfway mark, Flitter started pressing up against me hard, and I draped my wing around her real casual. Cloudchaser spread her legs and I couldn't quite see her pussy, but I could see the puddle on the couch, and her nipples were hard.

Of course I kept my cool, I had a drink and kept going. But you girls know me, I was pretty sure I was going to get it on with at least one of them and was feeling pretty awesome. I started talking all soft, like you do when you're saying something sexy. So they both leaned in to hear me, until they had their muzzles up against my breast and I was almost whispering in their ears. I put my wings around both of them and started running them on their barrels real gentle, that drives mares wild.

It did with those two, they were panting a little when I got to the part where the foalsitter and the brother started rutting. Cloudchaser was rubbing my cutie mark with her wing, and Flitter had her lips on my breast, panting right in my coat. It was awesome, I was sure I was going to be bucking them soon and I was soaking. I sat with my legs wider so I was sure they could see my pussy with their heads on my breast like that. I was winking like crazy.

But the Rainbow Dash finishes what she starts, so I kept telling the story. Even being a mare's mare, it was hot hearing you talk about him rutting her, just because of how hot it made you. So I tried to put that in it, and of course I nailed it, they were squirming up against me like crazy. Cloudchaser's wings were all over my cutie marks, and Flitter was full-on making out with my breast. Her lips all over my coat felt awesome, and of course wings on cutie marks are always great, so I was into it too.

Then I got to talking about how he came in her, and just as I was talking about him pumping his seed all up in her, Cloudchaser came up and planted one right on my lips, and stayed there. I dunno if they have that twin telepathy or what, but just like they planned it Flitter went down and got one of my nipples in her mouth.

She used just the right amount of teeth, just a tiny touch to let me know they were there and in play, and her ribbon tickled the fur of my belly just right. I opened my mouth to gasp, and Cloudchaser's tongue was ready to come in. I love it when a mare knows what she wants. It felt great tongue wrestling with her, and I flared out my wings and grabbed her, pulling her close. I'm pretty sure it ended up pressing her pussy up against her sister's mane, but nopony seemed to mind.

You girls know twins are one of my fantasies, so I'll tell you straight, even just with that I was close. I'm way faster in the air than in the sack normally, but these two were pushing all my buttons. And I was nearly ruining Cloudchaser's poor couch. Not that they weren't helping. So I was a little disappointed when Cloudchaser broke the kiss and Flitter pulled back right after, but I was pretty sure we were all going to get off as much as we liked before the night was over. And it was kind of nice to be able to get my breath back a little.

They both got up off the couch, looked at each other, grinned, and turned around, flank to flank. Those rears! They had their tails raised all the way, not even flicking them, they just let me check them out, and they were both soaking and winking. They're so close to the same shade, it was almost like seeing double, and they both had gorgeous dripping pussies, dark against their coats. They had their tails so high and so far to the side I could see everything, how toned their legs are all the way to the top, every bit of their flanks and croups, even their assholes. It was the most I've ever seen a pony put herself on display. It was so hot.

They both walked like that towards the bedroom, and Flitter looked back over her shoulder and winked with her eye, too. Obviously I went after them. Cloudchaser has this gorgeous cloud bed, full princess size. They stopped just next to it, still displaying themselves, and Cloudchaser flicked her head at it. I didn't need to be told, so I flew over into the bed.

Cloud beds are the absolute best for sex, you girls don't know what you're missing out on. They're so soft you sink into them just the right amount. It makes it so easy for everypony to get whatever they want wherever they want it. I guess Cloudchaser wanted her muzzle in my pussy, and Flitter wanted mine in hers, 'cause as soon as I was on the bed, they both jumped me. Cloudy pressed my belly down into the cloud, and I spread my legs and presented. She went right for me with her tongue, I guess they'd thought the couch was enough foreplay too. I pulled my head back and moaned, and when I looked back down, Flitter was lying on her back right in front of me. She had her awesome purple legs spread all the way apart and her tail flat on the mattress, so her nipples and her winking slit were right in my muzzle. She had this great musky smell. I dove right in.

It was so cool feeling her sister's tongue working over me just like I was working her over. Cloudchaser has a really rough tongue for a pony, it felt great on my lips and clit. I'd never heard she was into mares, but either she is, or she's got a great memory and some great stallions, because she knew just what to do. She teased my lips and clit, and dipped her tongue into my slit and lapped out my juices. I've had some great head, but this was up there.

Of course, her sister wriggling around under me while I did the same to her made it a lot hotter. Every mare tastes a bit different, and Flitter was delicious, all musky and smoky with just a hint of tang. I started trying to copy what Cloudchaser was doing to me, fantasizing about watching her go down on Flitter herself. It was so hot. It didn't take long before I came all over Cloudy's muzzle, soaking her. I moaned both of their names into her pussy and worked my tongue on her clit, and she came too. I lapped up all I could, she tasted so good. Then my legs got weak, and I let myself fall forward onto her chest and started kissing her. She giggled and told me she could taste herself on me, but she kissed back, nice and soft. Then she pushed me off her.

I was worried they'd had enough, but then I saw she was pushing me towards Cloudchaser, who was lying next to us in the same position her sister was, and was still winking and dripping. I leaned down and started kissing her instead. After we tongued each other for a while she pulled back, grinned at me, and said,

"You taste pretty good, sis."

That was enough to start making me wetter again. I wriggled my rump and flicked my tail. Cloudy started inching up on the bed below me, and I pushed my muzzle back down against her, licking and kissing her coat as she moved. When she got her nipples up to my mouth, I licked and nipped each of them, and she moaned. It made me so hot I raised my rump up and flicked my tail aside, presenting. Flitter must have seen, because I felt her lips between my legs, kissing all on and around my pussy.

Cloudchaser finished wriggling up, and I started to work on her. Flitter was giving me such a different treatment, I kept doing the same thing to her sister. I won't lie, I really wanted to see them go at it, but I think they're not into each other. Still, it made me hot to think about passing on what each one was doing to me. Flitter used her tongue a lot less, but her lips were incredible, flexible and soft, and she used them on every bit of my pussy. She flicked her tongue out sometimes too. It isn't as rough as Cloudy's, but she stuck it out way longer, and half-rutted me with it for a while. It wasn't like a real toy, of course, but it still made me shiver, and Cloudchaser nearly came right then when I copied it. Instead we both did, almost at the same time, when Flitter pulled it out and dragged it across my clit, then massaged it with her lips. I'm not sure I copied her all that well, but my awesome made up for it I guess, since just as I started coming all over Flitter's tongue, Cloudy clenched her legs and ground herself against me and came too.

We kept up the same thing for ages, it was so cool. They must have some crazy sibling rivalry thing going, because every time one of them made me come, the other tried to do it faster. Every time I got one of them off, the next one was louder and came even harder. They only gave it up when we were all too tired to move. I stayed the night just because I wasn't sure I could still fly home. We all went into work together today and I'm pretty sure Blossomforth was smirking at us for the whole morning meeting.

I don't care though, totally worth it. And they invited me for "drinks" again next week. I'm going to bring a saddlebag full of my best toys, those mares won't know what hit 'em.

Rainbow smirked over at Pinkie. "There, Pinks, think you can beat that? Can you really beat the hottest twins in Ponyville?"

"I guess that's up to everypony else," Pinkie shrugged. "But I was in Canterlot this weekend y'know. There're a lot more ponies there than in Ponyville."

"Yeah, yeah, time to put your bits where your mouth is, get to the telling."

"Now wait a minute, girls," Rarity said, "I thought Pinkie was going to go last. I have a story to share as well."

Rainbow rolled her eyes. "Your fantasies are cool, and we're always glad to hear 'em, but are you sure you want to talk about something that you just wanted to happen with all this hot competition?"

Rarity tossed her head and snorted. "For your information, Rainbow Dash, this time I have a true story as well."

Everyone gasped, except Twilight, who hadn't known Rarity usually didn't.

"What in the what?" Pinkie gaped.

"Oh come now girls. I told you I'd been on a few dates with Thunderlane. Who do you think asked him to stay over?"

Night 2: Fifth Date, First Time

For a moment nopony responded to Rarity's declaration. Based on Rainbow's earlier teasing, Twilight assumed they were all shocked. She was quiet for the opposite reason - she'd never really thought about her friends as sexual creatures before stumbling upon their weekly meeting, so she didn't have enough idea of Rarity's normal behavior to react strongly.

Pinkie rallied first. "Whoa, you spent the night with somepony, Rarity?" She paused. "In both senses of the phrase?!"

Rarity raised her chin a bit. "Thunderlane did pass a very pleasant night at the boutique, yes."

"Oh my," Fluttershy looked down at the couch between her forehooves. Twilight thought she looked a bit disappointed, but couldn't figure out why.

"Well come on then," Rainbow Dash said. "Spill! I can't wait to hear something real from you for a change."

Rarity's First Story - Sleeping Over

Honestly, there's not too much to tell. Rainbow's right, it is quite tame compared to her raunchy escapades.

"I knew it, I'm the best!"

It wasn't a compliment. But moving on. Twilight, dear, since you missed the meeting two weeks ago, you should know I happened to be behind Thunderlane in Applejack's cider line this year. We got to talking, and by the time we made it to the front of the line, he'd asked me out to dinner. I'll admit he's not as high society as some of the stallions I've pursued, but he's quite gallant when he wants to be.

"I'm sure staring at his rear for a few hours didn't hurt none," Applejack said.

Hush, there's nothing wrong with enjoying a look or two.

The first dinner was quite pleasant, and Thunderlane dressed up impeccably. He has a very nice white suit that goes with his mane, it was quite dashing. And he arranged for Savoir Fare to do us a darling special meal. He does know how to treat a lady. So we had lunch or dinner a few more times over the last few weeks.

Then the day before yesterday, he came by to commission a new suit, and left me a darling little letter as a surprise, the clever colt. I found it a few hours later. The Canterlot Philharmonic was in town, on its way to Baltimare, for one night only, and he got tickets for us! So of course I accepted. He picked me up in a carriage, of all things! Oh, but he does know how to treat a lady properly.

He went all out. He got us a box, and had wine and some lovely appetizers on hand when we arrived. I didn't know how he afforded it at the time, but of course I wasn't so rude as to ask. I did some research at the town hall, though, and it turns out his family is rather well-to-do in Cloudsdale.

"I thought everypony knew that," Rainbow Dash said. Fluttershy nodded along.

"I didn't! Maybe only pegasi do." Pinkie said, to scattered mutters of agreement.

Rarity paused and glared until the comments from the audience abated.

Be that as it may. We sat in the box seats to watch, and had some wine and some delicious mushroom and fennel bites. And of course the music was just divine, some of Bethooven's finest. But of course, it was a date, and our fifth at that. It wouldn't be proper for a lady to move too fast, of course,

"Where in tarnation d'ya get all this from, Rares?" Applejack scratched her head. "I ain't ever heard of anypony having a problem with a mare knowing what she wants and going for it."

"Demure mares were the romantic ideal among most unicorns in the late classical period, just before the unification," Twilight said. "Well, at least among the most respected philosophers and authors. Most modern studies suggest it wasn't very common even back then. In any case it hung on for a while with the nobility, as part of their resistance to really mixing with other pony types. As far as I know, everypony these days thinks it's a bit archaic, even nobles in Canterlot."

Yes, well, not my fault so many have abandoned our most romantic traditions. And respecting ponies who are telling a story, as well. As I was saying, I wasn't going to move too fast, but I must admit I'm quite taken with Thunderlane, and felt that our relationship was ready to progress a bit. So I will admit I sat perhaps a bit closer than necessary. His coat felt divine up against my flank, even with just a bit of contact, and I could tell he felt how close I was too.

A few minutes in, I made a bit of a show of shivering - I was in this lovely dress, but a bit thin - and he wrapped his wing around me like a good gentlecolt. I must say it was quite warm. I leaned into his side closer, and he wrapped the wing tighter too. He did it slowly, I certainly felt I could have objected gracefully if he'd been moving too fast. But I must say it was nice, and I certainly wasn't going to. After a while, I was leaning fully against him, and there was this delicious tingle where our cutie marks touched. And he had his wing very firm against me and was, ah, running his feathers along my barrel and cutie mark. Oh, they were so soft and supple, hooves and magic don't feel nearly as nice. I must say Applejack, I hope you'll forgive me when I say I understand your fondness for pegasi a bit more now.

"S'fine sugarcube," Applejack smirked, "somepony's gotta console the stallions after Rainbow'n I seduce all the mares." Rainbow grinned back at her, and both raised their hooves to each other in salute.

On her couch, Twilight flexed her wings self-consciously, wondering about their apparent vast powers. Nopony seemed to notice except Fluttershy, who met her surprised gaze for a moment then looked away, blushing.

By the time the concert was getting to the last movement, I must admit I was no longer at all cold. As they were going into the final act, I felt him leaning even closer against me. He pressed the side of his muzzle to mine, so we were nearly nuzzling. His wing was firm on my cutie mark now, so close his feathers sometimes flicked over and teased the inside of my legs. I was quite drunk on the contact, and must say I got somewhat forward. I twisted my head and pressed my lips to the side of his muzzle. Before I knew it he'd turned too, and we were having our first kiss, right there in the box!

"You went on five dates and it was your first kiss?" Rainbow spluttered.

"We don't interrupt you to say you move too fast, Rainbow," Fluttershy frowned at her. Rainbow looked down and muttered an apology.

Thank you, darling. As I was going to say, it was a divine kiss, everything I'd expected. It felt like we barely came up for air until the concert ended! By then I was quite thoroughly aroused. Again like a gentlecolt he accompanied me home in the carriage, and we shared another long kiss outside. As he bid me goodnight, I found I didn't want him to go. He'd turned to leave, and there was enough light from the Boutique that I could make out his whole rear. It was looking oh so nice. He had his tail down modestly, of course, but I wondered what I'd see if he didn't, if he'd be hard and his sack would be clenched like in Twilight's story, letting me know just how much he'd enjoyed our evening.

So I called out for him to wait. He turned around with this adorable little half-smile, I could tell he was hoping for something, but didn't quite believe he'd get it. So I asked him if he'd like to come in. For a minute he had this big, genuine smile, and my heart nearly melted.

Rarity paused for a moment in her story and blushed furiously. Then she took a deep breath.

I told myself I'd give you girls all the details like Twilight did, so I suppose I'll have to be more explicit sometime. Very well. My sex melted too. I was soaking my poor dress, and I was quite sure he could smell me even from where he was. Alas, the smile faded after a moment, and he told me his sitter was leaving in a few hours, and he had to get back to Rumble.

I'll tell you girls, I was certainly frustrated, but it was sweet, too. I think of Sweetie Belle and all the trouble she's caused me, but I know I'd not abandon her, either. So I nodded, and walked back out to give him another kiss, and turned to go back inside, though I couldn't resist teasing him a bit by flicking my tail as I went. I knew he couldn't see my marehood under my dress, but I thought he might appreciate the gesture. Besides, it was a dark blue dress, and even in that light it felt like there might be a visible wet spot.

This time he was the one who called out to wait. I turned around, hoping he wasn't going to ask me to come to his place despite Rumble's presence. Instead he told me his brother had been hoping to have a sleep over with Snips and Snails, and offered to see about arranging it for that night. Of course I accepted. He grinned at me and said he'd be back soon. I told him I'd leave the door open, and he should let himself in.

It was one of the most agonizing waits of my entire life. I spent some time cleaning up and bringing out candles to set the mood. I even set some up in my bedroom, telling myself it was just for something to do, though I think I realized once he came back, I wasn't going to let him leave before morning. But of course setting up an improptu sleepover takes time, let alone getting across Ponyville, and back, so I ran out of chores before he was back. I wasn't going to pleasure myself in his absence - I wanted him to do that, after all - so I had nothing to do but sit on my couch and fantasize, getting more and more aroused.

Finally he came back. It felt like forever, though in truth he made great time. He let himself in and saw me on the couch, and his eyes went wide. He'd taken off his suit, replacing it with saddlebags which he tossed by the door. He apologized immediately for it, but said he thought I'd rather he saved time by flying back, and he didn't want to ruin it. I just nodded and grabbed him up in my magic, pulling him over to the couch and kissing him, I must say in retrospect, wantonly. It had me feeling quite the forward mare, so I broke the kiss and decided to be forward again.

"It's okay," I said, voice low, "you saved me the trouble of taking it off."

I don't know what came over me! But he clearly didn't mind. His eyes widened, then he smiled. "How about I take yours off, then?

I let him push me down on my back on the couch and take off my dress with his teeth. Oh, his lips on my coat as he worked the clasps were just glorious! And as he pressed down against me to do the ones at my breast I felt his shaft against my belly. It was so warm and hard, and felt so long! I've seen the diagrams of course, but I just imagined it...inside me, all the way to the places it touched, oh! I squirmed against him and he moaned. I slowed him down by kissing him every time he undid a clasp, but finally he got the accursed thing off. I rose to get it out from under me and tossed it carelessly in the corner - I know, I was ashamed when I discovered it the next morning! At that time, though, all I cared about was getting back to his lips and body. I pressed him down under me this time as I kissed him lasciviously, using a great deal of tongue, which he returned. He wrapped his wings around me again and pulled me close, pressing us completely together.

I felt his fine coat against my breast and belly, of course, but I was hyper-focused on his shaft, hard and gloriously warm, pressing deliciously into me, and his firm orbs resting against the pearl at the base of my sex. I squirmed on him and moaned and panted into our kiss, and he panted back. His wings were running all over me, like the lightest loving touches on every inch of my barrel and flank. I wondered if I would climax on him, or if he would on me. Then I imagined feeling him spurting his ropes of seed on my coat. I shivered with the depravity of it, and decided I didn't care.

Before it came to that, though, he pushed me off him. He's so gentle I forget, but he is a strong stallion, and had no trouble freeing himself. He didn't break our kiss for long, but rose so we were both sitting. The couch was too small to be really comfortable in that position, and it occurred to me that it would be in most. So I regretfully broke the kiss. I smiled at him, and pressed a hoof to my lips when he looked confused and ready to say something. Instead I turned and presented wantonly, winking at him, then started walking towards the stairs.

He got the hint, of course, and followed me up to the bedroom. I lit the candles with my magic as I entered, then I...well, I must admit, I went over to the bed and rested my forehooves on it. I raised my rear and pulled my tail aside and winked, presenting like a mare at a stud appointment. I honestly don't know what I would have done if he'd mounted me. Of course I don't want a foal now, but I was so mad with lust. You all know I've only ever had my fantasies before, and having this respectful, powerful, beautiful gentlecolt here, obviously wild about me but willing to take it as slow as I liked...well, it turns out that only made me want to go faster.

Fortunately, he showed his true colors to be quite excellent. While I was shamelessly exposed, half dreading and half hoping for the feel of the tip of his shaft at my entrance, he pressed me into the bed with his muzzle instead, and started working on my pearl and my cleft with his tongue. I ah, suspect he may have been Flitter's teacher, Rainbow, because while I haven't had wide experience with the art, I certainly had no complaints. His tongue felt nothing like my magic, soft and slightly rough and marvelously supple. When I'm taking care of myself, I must admit I often go quite quickly, because I've built myself up too long to wait. He took it so very slow. It felt like an eternity of his soft, wet tongue on my soft, wet parts, darting over the lips and nub in ways I could never predict, driving me wild. Then he'd dip in, just frequently enough that I never quite expect it, bringing a gasp from me every time. Finally I peaked, and shuddered, moaning, into the bed. I pulled my rear legs onto it lest they fall out from under me, and lay there, panting. He slid in beside me, planting a gentle kiss on the side of my muzzle.

"How was that?" He said quietly into my ear.

"It was the first time anypony else made me climax," I admitted, also whispering, then continued, "it was wonderful," and kissed him.

As our tongues danced, I realized he must still be unsatisfied. I took his shaft between my forelegs and began working it, and he moaned into the kiss. Then I remembered you girls and your adventures, and decided I should show him the same kind of courtesy he'd shown me. I left his lips and kissed along the edge of his jaw to his neck, then down across his breast. He squirmed and panted under me as I went lower, and I glanced up to see his mouth open and his eyes shut, a smile on his lips. I finally reached the top of his belly, the same level as the tip of his shaft. I took a deep breath and took the tip of it between my lips. I've read about the technique, of course, so knew not to do anything like use my teeth, but still I was a bit nervous. I started playing with his tip with my tongue, and looked up at him, hoping for a reaction. He moaned again and nodded slightly at me.

I started experimenting, just hoping to get a feel for it, but I suppose just the feel of my lips and tongue on his shaft was pleasant. He certainly seemed to enjoy everything I did. I worked at it slowly and cautiously, challenging myself to take more and more into my mouth. I never got it all, of course - I hear that's quite difficult - but I felt the tip at the back of my throat before I finally decided I'd taken as much as I could, and my mouth certainly felt full. I ran my tongue along the bottom of the shaft as much as I could, and kept my lips tight around the shaft, moving my head to pump it.

"Rarity," he moaned as I took it deep again, "I'm very close." I grunted an affirmation, but had already decided I wanted his seed inside me in some way, if not the risky one. I kept going, and before long I felt his shaft clench against my lips, and a hot rope of seed splashed into the back of my throat.

I swallowed the first two fine, but his shaft was jerking quite a bit as he climaxed, and my reflexes were not ready for the flood of thick, musky liquid in my mouth, much as my mind was prepared and my loins warmed at it. I only caught about half of the third rope before his shaft slipped out between my lips. The remainder of that burst painted my lips, while his last two spurted out across the fur of my breast and belly. I must admit, it felt deliciously filthy.

"Sorry," he said sheepishly, "want me to go get something to clean it up?"

I shook my head and licked the remainder of his seed from my lips. "Later. Now, I want you to kiss me again, my dear."

He did, with less passion now but more sweetness. If he minded the taste of himself that no doubt lingered in my mouth, he didn't mention it. I found the slight taste of me on his lips exciting. Just after the kiss sent a little shiver to my hooves, he broke it.

"Was that your first time doing that, too?"

"Yes," I admitted, "I hope I did well enough."

"More than," he grinned up at me, and kissed me again. "You are quite the talent." I smiled and settled next to him on the bed, and we just cuddled each other for a while. I ran my forelegs and my magic over him, and he kept me gripped in his wings. It was wonderful.

My plan, intellectually, when I'd asked him in was to kiss him some more, and perhaps go about this far. I'd told myself I wanted to save my first time taking a stallion fully inside me for my wedding night. But, well, I must admit, thinking about it when I'd presented had left me incredibly aroused. And I know you ponies, who for all your faults are my dear friends and wonderful, moral creatures, have no such boundaries in pursuit of having a good time with those you care about. Lying pressed up against him, kissing him and talking of nothing, held in his wings, was making me acutely aware of his body and my own. I was dripping again, and I could feel him beginning to stiffen as well. I kissed him harder, more like we had during sex, and pressed my belly against his shaft. I moved my haunches up, dragging his shaft across my sex and letting a bit of my moisture coat it. I felt him stiffen further. I broke the kiss.

"Thunderlane dear," I said, my voice low and husky, "do you have, a, ah...anything for..." I couldn't quite get it out. The mixed arousal and shame of trying to so brazenly ask him if he could safely cover me left me blushing furiously instead.

Fortunately he seemed to understand. "In my saddlebag," he whispered back, and sprang to his hooves. I could see his cock was fully hard again, as he made no effort to conceal it with his tail as he flew down the stairs.

He returned a moment later not, as I'd thought, with one of those rubber covers, but with a potion. I recognized Zecora's mark on it. He drank the whole thing down. He was flushed too, I saw.

"I, ah, picked it up when Zecora was at the market a few days ago. Just in case," he mumbled, looking at his hooves. "She said it should last for about eight hours. Everything works normally, only none of it's, uh, live."

I raised his head and kissed him again, then smiled.

"Good idea." I broke the kiss, then turned and rested my forequarters on the bed again, spreading my hindlegs slightly and pushing my tail all the way aside. I could tell I was winking furiously, and felt scandalously exposed. Which I suppose I was. I'd also returned to heavy arousal as soon as I'd decided to let him take my maidenhood, and decided he might need a bit more encouragement.

"It's just as well," I purred, "I'd far rather feel you inside me for my first time, without some silly rubber between us. Besides, one of my friends was just telling me she wondered how much a mare feels of a stallion's seed going inside her, and I'd quite like to find out."

I felt his weight pressing me down into the bed as he settled his forelegs onto my shoulders, and I had to shudder as I felt his tip between my lips, parting me slightly. I panted into the mattress.

"This will probably hurt your first time," he murmured. Bless his gentle soul, but I just wanted him to rut me already. "I'll take it slow, but I still might finish first and have to use my mouth again. Knowing it's your first time is making me pretty hot."

"Thank you, dear, but please, rut me already." Rarity blushed furiously repeating her own words.

He kept his word and pressed himself inside me slowly and gently. I was panting and moaning immediately. His brief entry with his tongue had been nothing like this. His shaft was so warm, and so wide and firm. I've had my magic inside me as well as his tongue, of course, but this was nothing like the same thing. The steadiness of the pressure, the feeling of another pony's flesh sinking inside me, the knowing that this was my coltfriend's shaft, going right where it belonged, well. Just telling you all about it now is making me want it. If he were here, I'd let him mount me right in front of you all.

Fluttershy eeped and blushed furiously, while Dash, Applejack, and Pinkie Pie grinned at each other.

I do know it's supposed to hurt the first time, but either I was too aroused to notice, or I'd broken my own maidenhead with my magic by mistake. Either way, I was waiting for the pain to come even as I groaned into the bedsheets, but I felt his sack smack against my button as he filled me completely without any pain. Instead I felt only the incredible fullness and warmth of having him inside me, and I took in a deep breath. It was glorious, feeling completely spitted, pressed into the mattress by his warm weight, every inch of my back and rump covered by his coat. He closed his wings on my sides and somehow flexed his shaft inside me. I groaned.

"Buck," he murmured in my ear, nearly incoherently, "wow. You're...wow, Rarity, I'm all the way..."

I pressed the side of my muzzle against his, then pressed my lips to it in a sideways kiss. It wasn't as arousing as the open-mouthed ones, but the close contact made it feel even more intimate. Or maybe that was the entire length of his warm cock inside my body to the balls. Either way I was more aroused than I've ever been, and playfully nipped him on the way out.

"Quite," I managed, "and I felt no pain at all. So go ahead and have your way with me, my big stallion."

He whinnied at that and flared his wings, using them to help pull himself into a rear that gradually pulled most of his shaft out of me, leaving only the tip inside. The movement was luxurious, but I felt empty in the absence of his warm cock. Instinctively I pressed my hindquarters back to take it in again, meeting his return thrust. He bottomed out in me again, each of us letting out a moan as I was full of my stallion again.

True to his word he took his time, using long, luxurious strokes. He must have been teasing himself mercilessly. As he got closer, he kept to shorter strokes, bringing his wings into play. You never realize quite how large they are just seeing them clasped at the sides, or in flight! Even moving inside me, Thunderlane could wrap them far enough around me to stroke my belly and nipples, and even tease my pearl from time to time. They roamed from my cutie mark to my nether lips, bringing me closer and closer to my own climax.

"I'm close, dear," I warned him, interrupted by my now-constant panting.

"So am I," his speech was similarly uneven.

"Good," I moaned, beyond all shame now, "I want all your seed inside me, don't waste a drop."

He only moaned in reply, and I felt him stiffen even more inside me. I couldn't help but blush and grin knowing my shameless talk had aroused him so.

Then my thoughts escaped as my climax caught me, drowning all thought. All I felt were waves of pleasure that seemed to be flowing into me out of his shaft, still sliding in and out of me. I felt my body clenching muscles on its own that I'd not known I even had, and broke down in a whinny. He must have felt me squeezing him, because he bucked me harder and faster.

Just as I was coming down, I felt him bury himself in me all the way again and stop. I felt him clench in me, then a moment later felt the first rope of his seed burst from him and splatter inside me. Twilight, so you know, I felt every bit of it, all six spurts filling me up, and it was wonderful. I'd thought my climax was ending, but instead it rose again as he filled me up, and didn't stop until I felt him softening in me, and heard his exhausted breathing in my ear.

Only a trickle came out of me as he withdrew. He'd followed my instructions and put it as deep in me as possible. I could feel it inside me, Twilight, warm and reminding me of him. It nearly made me want him again, but it was already early in the morning, and fatigue won out. He stayed the night, of course, but we just cuddled and slept.

Well, until the morning, at least. When we got up we realized eight hours weren't over yet, so I asked him to mount me again before he had to leave for work. It wasn't a hard sell.

Everypony grinned at Rarity as she finished, except Fluttershy, would was beet red and couldn't meet her eyes.

"That's fascinating," Twilight said, though she too was blushing. "I knew ponies were one of the rare species with nerve endings in their wombs. Hippocampus the Elder did a lot of studies about how we're able to feel ourselves get inseminated like that without being delirious with pain while carrying foals. It turns out the nerves sense the magic of the growing foal and most of them turn off!" She looked around at her friends, who were giving her quizzical expressions. "Sorry. That's...not really what I was thinking about, I just lecture when I'm embarrassed. I was mostly hoping my first time with a stallion is half that good."

"Yeah, I gotta admit, that was pretty hot," Rainbow Dash said, "even if the sex was pretty boring and sadly straight."

"For all it was pretty vanilla, you tell a good yarn, Rares," Applejack agreed. "I reckon my vote's still with Rainbow Dash, but it's just on account of me being happier with any story about mares. Especially those two mares, those legs! Anyhow, I think we'll have to put you in the vote too."

"My story's still gonna be the best," Pinkie said, "but yeah, we should totally let ponies vote for Rarity if they want. And it was totally super hot because Rarity's our friend and her first time made her so happy and hot that we're happy for her!' She looked down between her legs. "And, uh, hot. Anyway! I think if she wins we both owe her dares, but if one of us wins she doesn't owe anything, since she wasn't in on the bet. Seem fair, Dashie?"

"Whatever," Dash shrugged, "there's no way she's beating me, and neither are you. I had Cloudchaser and Flitter. At the same time. Best legs in Ponyville, as certified by our foremost pegasus leg expert," she gestured at Applejack, "and, need I remind you, twins."

"Hey now," Applejack said," I said best pegasus legs. I've got the best legs in Ponyville." As if to demonstrate, she scrambled up on her couch and turned to face said legs to her friends. After seeming to think about it for a moment, she flicked her tail teasingly to the side a few times. Twilight caught a glimpse of her winking marehood before she sat down. Her own was already dripping after Rarity's story, but she felt it wink in response, and her face turned crimson. Applejack winked - an eye - at her upon sitting.

She had to admit, they were nice legs.

"Well," Rarity cut the tense air, "I will not avoid a bet like a coward. If my story is in the running, I too will owe the eventual winner a dare, should your regular tales of depravity somehow beat out my glorious romance."

"Oooh, awesome," Pinkie said, "I never get dares from Rarity! Time for my story!"

As she bounced to her hooves to tell it, Twilight bit her lip and hoped she could get through another story like the last two. If she came just from listening to her friends' exploits, she thought she might die of embarrassment, or perhaps be demoted from her princess rank on account of excess depravity.

Night 2: A Canterlot Night

"Oooh, those last few stories got me really hot," Pinkie said, making Twilight feel better about her own state. "I'm just gonna get started."

Pinkie's First Story - Party Favors

So like I said, I was out in Canterlot visiting my old friend Vinyl Scratch, the DJ! We don't have much need for her out here, and obviously we have a lot of need for me, so I don't get to see her much, but she really wanted some company this time. Octavia's on tour with the orchestra, and she was worried she'd be lonely without her wife.

"Wait, she booty called you because her wife's out of town?" Rainbow asked.

No, silly, they only have sex with each other. I mean, Vinyl has a great booty, but I'd never be the other pony! Besides, Vinyl wouldn't do that. She just wanted some company to distract her. And nopony is better at distracting than Pinkie Pie!

So I went out Friday morning, and made sure to bring all my cheer-up-emergency supplies, just in case. And it was a good thing I did! By the time I got there she was already getting a bit sad, but I perked her right up. That unicorn really appreciates some good rubber chicken theater, I tell you what.

"I thought this story was going to be hot," Dash rolled her eyes. "Rubber chickens aren't gonna win you this vote, Pinks. I hope you like dares."

Oh Dashie, you can dare me anytime, silly! But you can't go right to it, haven't you heard of foreplay?

"Way I hear it, she hasn't," Applejack winked at Pinkie. "Telling those twins Twi's story might be a new record for her."

"You don't bang the fastest pegasus ever if you want to sit around doing mushy stuff," Dash grumbled. "I'm just giving ponies what they want!" Everypony else giggled.

Well, what Vinyl wanted was cheering up, and Pinkie delivers for her friends! It was fun for me too, really. I got her cheered up enough to want to go to out pretty quick, so we went shopping and went to Donut Joe's, it was neat! Canterlot is stuffier than I'd like but there are lots of fun things there anyway, and Vinyl's not stuffy at all, so she knows all the good ones.

Friday night she had a gig, and I went along. Her parties aren't my favorite kinds ever, but there's no such thing as a bad party if everypony's having fun, and her guests always like their hot, noisy, sweaty parties, so I got into it too. Well, not the drinks. I know ponies say those weird zebra potions make them all tingly and see weird stuff that isn't there, but every time I try 'em they just make everything look all boring like an old photo.

"Hmmm," Twilight muttered, "maybe being on drugs is less weird than just being you, Pinkie. That actually makes sense."

I dunno! Anyway, I still like the dancing and the talking really loud because of the music, and Vinyl gets so into DJing, it's great. So I had fun anyway.

The next day we did the same stuff, only that sounds boring, but it wasn't! But it wasn't sexy so I'm doing that whole narrative jump thing. That night she had a gig too, so I said I'd come along. But she told me maybe I didn't want to!

Pinkie began leaping back and forth on her couch, changing facing each time, as she replayed her conversation with Vinyl. Each time she turned around to "be" Vinyl, she put on a pair of truly ridiculous sunglasses, the novelty kind covered in rhinestones.

Also every time she turned around, she pointed her ample rear directly at her friends, Twilight noticed. Her tail tossed wildly, mostly from her rapid movement, and Twilight couldn't help but notice the moisture beneath it.

What are you talking about, Vinyl? I'm the party pony, why wouldn't I want to go to your party?

"Uh, Pinks, this party's a bit more adult than your usual..."

"What do you mean, silly? Everypony last night was a grown-up, that was no place for foals!"

"That's not what I mean, I mean the whole party's, like, mature, you know?"

"Oh, you mean it's a sex party! Wait, why are you going to a sex party without Octavia? Isn't that against your whole only-sex-up-each-other thing?"

"Heh, no way. I mean, it's a gig anyway, but our rule is we can watch anything, we just can't touch or be touched by anypony else. Well, sexy touching anyway."

"That sounds like the worst, though, don't you get really really really horny and sad that she's not around?"

"Yeah, but she loves it. That's why we made that rule. She loves knowing I'm going to miss her as much as she misses me. Then when she gets back, I'm so bucking hot we just bone each other for like, hours. It's amazing."

:Ooooh! Well okay then but I'm not even a little married, I should totally come along! Unless you think they wouldn't want me!"

She looked at me all over and licked her lips. I knew she was just teasing me, but it made me feel all warm anyway, since I was already thinking about sexy times.

"Oh, they'd love you, Pinks. But uh, every time I've been to one of your parties it's been really...well, they're good parties, but they're kinda tame, you know? No potions, no sex, not even any makeouts or like, spin the bottle. I sorta figured this kind of thing wasn't your scene."

"Silly Scratchy, I love every party! Those kinds of parties are the best for Ponyville, it's a small town, everypony knows each other, they all want to have their sexy times in private. I mean, I like those parties best too, friends are the best, and friend parties are the best parties. But I spent ages after getting my cutie mark learning about all the parties ever! I spent spring break in Las Pegasus one year. Keg parties, key parties, rainbow parties, frat parties, sorority parties, frat and sorority mixers, sex parties, spontaneous orgies, planned orgies, Auntie Pinkie's run 'em all. They're all their own kind of fun!"

Pinkie "turned into" Vinyl, and laughed and nodded. "Alright Pinks, you're on. I'm not sure you've been to this kind of party though, you'll have to borrow Octy's outfit. I think it should fit you fine."

I was excited, I'd never been to a sex party where you dress up before! I told Vinyl that, and she got that I'm-going-to-have-some-fun twinkle in her eye, like Dashie does with pranks. It's my, mmm, third favorite gleam you can get in your eye! She told me to wait and went off to their room to get the outfits.

She was gone a while, and I was worried she couldn't find Octavia's, but then she came back and it turned out she'd just put hers on, to surprise me. And I was totally surprised! It was really obvious she was going to a sex party. She was wearing a really fancy saddle, made out of black and gold cloth. And she had these crazy straps all over her, it made it look like she was tied up or something, though she could still move around. And her tail was all bound up in this weird rope contraption that I couldn't see very well. The ropes were all around her cutie mark, making it really stand out. It was pretty hot!

She gave me Octavia's and used her magic to put it on me. It was really complicated, it'd be pretty hard to do up with just hooves! I said that and she told me it was a unicorn thing, though other ponies learned to put them on if they were into these parties. When she put it on me, I could tell better what it was doing. It was totally a just-for-sex-parties thing. All the straps went in just the right places to show a mare off. The straps on my legs made them look all tense, and the ones right below my pie spread it just the right amount to make ponies think about how much more they could spread it. The ones on my belly went right around my nipples and having them on my coat made them all hard.

As Pinkie explained how the outfit worked, she flopped around on the couch, running her hooves where the straps went. Twilight couldn't help imagining it, and blushed. She glanced around to see if anypony had noticed, and saw all their eyes fixed on Pinkie.

There was this weird adjustment strap on my shoulder, too, where I could reach it with my mouth. I asked Vinyl about it and she gave me a really sexy smile.

Pinkie "became" Vinyl again, though her tail was down now. It looked less poofy than usual, and Twilight did a double-take when she realized Pinkie had somehow gotten it to behave as if tied up as she was describing.

"That's the presentation strap, you can use it if you want to show somepony want them to rut you. The tighter you pull it, the higher it raises your tail."

"But that's silly Scratchy, tails can already do that!"

"At this party, sometimes you want it out of the way for a long time. Besides, ponies think it's sexy to see it so high up and tied like that. Fashion, you know?"

So I tried it, and pulled the strap. It raised my tail a long way if I pulled it all the way in!

She mimed this, too, raising her tail in a disturbingly convincing way. Twilight was pretty sure she herself had nowhere near that kind of tail control. But since Pinkie'd been speaking for Vinyl last, she was still facing away from her friends, gradually exposing a direct view to her drenched marehood and tight pucker. Twilight bit her lip. She was pretty confident she'd be sequestered for hours recovering from this evening, if she managed to make it through this story without masturbating in front of her friends and subsequently dying of shame.

"Uh, darling," Rarity said, "you're giving us quite the show."

Oh, oopsie! Though if you weren't getting turned on just hearing Dashie's story or telling yours I dunno what's wrong with you. They sure made me wet!

"We can see that, sugarcube."

Pinkie lowered her tail and settled back on her couch, pouting, if only for a moment.

Meanies.

Before we left, Vinyl offered me a potion. I told her I didn't like drugs much, but she said it was a potion to make sure any sex I decided to have would be safe, so I tool it. It tasted like whipped cream on somepony's marehood. Hmmm, actually, it'd be a great flavor for mixed drinks, I wonder if I could copy it?

Anyway! I was worried about getting to the party all dressed up. I wasn't sure it was legal, and I definitely wouldn't want any foals to see! But Vinyl had these nice big cloaks for us, so it turned out just fine.

The party'd already started when we got there, Vinyl was the third DJ on the schedule. So we went in through the stage door and she started sorting out her records. She told me I could go out and enjoy the party if I wanted, but that there were also stallions and mares up on stage dancing and setting the mood, and I could join them if I wanted so I'd be able to hang out near her and wouldn't get hit on all the time.

I wasn't sure I didn't want to get hit on, but her set wasn't super long, and I still didn't know quite what kind of sex party this was, so I decided I'd start out on the stage anyway, and could get down later if I wanted. We went out, and wowee, it was one of the really hardcore sex parties, and it was already in full swing.

Everypony was wearing all kinds of crazy outfits. Most of them were like ours, but there were loads of different variations. And a few ponies were wearing even weirder things like full Saddle Arrabian tack, or old Roaman slave stuff. I saw one stallion covered in black velvet all over except his prick, and he'd covered that with some sort of glowing magical paint. There were even some ponies in collars, getting led around on leads!

There was a little dancing, but it seemed like everypony was here for the sex. Even in the dance pit, half of the ponies there were rutting while they danced, and most of the others were making out or dancing flank-to-flank. All around the edges of the room there were couches set up, and ponies were in almost all of them getting it on. Mares with mares, stallions with stallions, mares with stallions, even some groups of ponies. I could tell the party hadn't just started because I could smell all the sex in the air, and on a couple of the couches I could see how wet they were from use.

I looked back at Vinyl and my eyes must have been really wide.

To Twilight's mixed sadness and relief, Pinkie just put on the glasses and did a passable impression of Vinyl's voice, rather than spinning around again, presumably due to Rarity's admonition.

"I warned you, Pinks! Too much for you to handle?"

"Nah, but I think maybe I will stay on stage and just watch."

"Sure, but you might want to look next to us, you're missing the best part!"

First I looked at the other ponies on stage, who were dancing all sexy. I've done some sexy dances before, so I think I fit in okay. Doing them was making me hot, but not nearly as hot as looking at what Vinyl'd told me to. Over on the sides of the stage, there were hitching posts set up! Like in those old-timey stories about when ponies kept each other as slaves! It was kind of weird. But it was hot too, because there were mares and stallions tied to the posts. Some of them were the ones with collars on, and some had blindfolds too. A few were tied on by leashes, but there were some with both hooves tied together around the post. There were low pommels too, and there were ponies strapped to them by their barrels.

All of them had their tails pulled all the way up by ropes like the ones I was wearing, and I saw why we had them now. Most of the bound ponies had a friend next to them, and I saw that when another pony wanted to do something to them, they'd talk to their friend first, who would nod or turn them away. But I saw a few, mostly on the pommels, who'd draped signs around their necks saying "free to use". They had no friends near them and most had blindfolds on. I saw one really hot mare like that. She was aqua colored with a beautiful white tail and mane, though she was wearing a short black dress and it covered her cutie mark. I thought she must have been there for a while, because her rear was facing me, and she was just dripping spunk from her butt and marehood. Her whole rear was speckled with it. I couldn't help but look and it was definitely warming up my pie. While I was watching another mare came over, she was almost the same shade of pink as me, and pushed her rear up in the bound mare's face. I couldn't see super well, but I could tell she started licking her all over. Then I saw the stallion from before, the one with the glowing cock, come up behind her. He put a hoof right next to her tail, and I saw she pushed back into him a little, and nodded. He put his hooves up on the pommel and started rutting her. I could see him going in and out super clearly since he was all glowy, and it was really getting my party going. Then the pink mare pulled back and climbed up on top of the pommel too, pressing her belly down on the bound mare's head. I could see she was still working her mouth down there, and it looked like she could get at the pink mare's button that way. The pink mare started kissing the stallion while they both took advantage of the blue one below them.

I looked away for a minute at what was going on at the other pommels. I saw one where a mare had somehow gotten tied to the pommel belly-up, and was squirming against a large cock in her mouth while another mare worked between her legs. I saw a stallion buried to the balls in a bound mare while another stallion rode his pucker. And I saw a mare lying, panting, on the pommel. Nopony was with her right now, but her red coat was half white because she was totally covered in spunk. As I watched, another mare and stallion pair came over to her. Both started licking her clean, only for the stallion to mount the other unbound mare partway through, just as she started licking the cum off the bound mare's slit.

I looked back over at the first group. The stallion was riding the blue mare hard now. The pink mare was still kissing him, and the blue was still busy between her legs, but now a gray pegasus stallion was riding her too. I imagined having a big cock in my pussy while a mare worked my button with her tongue and I felt like I must be dripping onto the stage.

As I watched the glow on the stallion's cock turned pink, and when I saw his balls clench, I realized the magic showed when he was getting off. I saw the blue mare wriggle around on the pommel, then the pink mare and her stallion threw their heads back too. They seemed like they stayed like that for ages, then they all pulled apart. I saw some of the glowing stallion's seed follow his cock out of the blue mare. She was still shaking on the pommel as the other three wandered off. I knew probably everypony at the party took a potion like I did, but I imagined the blue mare hadn't, and made myself even hotter thinking of her going home full of spunk from tons of stallions, hoping one of them knocked her up.

"Pinkie," Rarity sighed, "someday that impregnation fantasy is really going to get you into trouble."

I can't help what I find hot! Besides, foals are so adorable, I totally want some of my own someday. Not my fault I haven't found the recipe I want to bake in my oven yet.

After that I was thinking pretty hard about getting somepony to strap me to one of the pommels, but I wasn't quite sure. Besides, I was here for Vinyl, and even though I knew she was supposed to watch, her set was almost over. So I watched a bit more, getting wetter and wetter, before I heard her last song and went backstage with her.

"You don't have to come back with me, Pinks. I saw how wet that was making you, your dripping nearly made my stage into a safety hazard."

"Nuh-uh! I'm here to keep you company while you're alone, I'm not gonna go off and get rutted while your special somepony is away, I'd be a terrible friend!"

She bit her lip, and looked really thoughtful for Vinyl, but I couldn't figure out what the problem was. Then she suddenly grinned at me.

"Look I'm not gonna lie, Pinks. You're a smoking hot mare and watching you enjoy the show had me dripping all over my stool. If we go home alone together now I'll probably try to jump you and you're too good a friend for me to want to do that to you, let alone Tavi. But I've got an idea. I saw a couple ponies I know in there, what if I ask 'em back home and you all give me a bit of a show?"

"Scratchy, I'm so hot I'd love to give you one, but won't you want to join in that too?"

"Nah, I'm strictly a mares mare, I'll get you some stallions. Besides, I can't touch anypony else, but I can touch myself while I watch."

I gotta say her weird rules with Tavi don't make any sense to me, but I guess ponies have to keep their own faith. And not like only liking mares or stallions makes sense to me, or the idea of only ever having sex with one pony. Besides, I was so wet myself I wasn't sure I'd stop her if she made a move on me. So I just nodded, and she ran back into the party.

She came back with three ponies, two stallions and a mare. The stallions looked like brothers. They were both big - and I do mean big - and orange, built sort of like Mac but with AJ's coat. The mare was totally the opposite, one of the smallest adult pegasi I've met, and really fit and slim. She was one of those ponies that looked totally innocent until you looked in her eyes. Or realized you were at a totally crazy sex party. Also she had a rope of spunk on her lip. I pointed to it with my hoof and she grinned and pressed her muzzle up against mine to let me lick it off.

Vinyl said she was glad we were getting along, and we put on our cloaks and almost ran back to her place. The whole time I was thinking about licking the pegasus mare's lips and about how big the two stallions were. By the time we got back, I'd moved on from horny to desperate. We threw our cloaks on the floor and Vinyl led us to her bedroom where she lay back on their couch facing the bed. She was totally presenting and I saw she was dripping too. She pointed one hoof to the bed. It was huge.

I'd been thinking the whole way over so I knew what I wanted.

"Okay, Pinkie's gonna take good care of all of you," I said. I pointed to one of the stallions. "Lie down on your back on the bed." He did, leaving his giant prick standing at attention over his belly. I climbed on top of him. I was way too into it do do more foreplay than Dash, so I sat back and took his whole thing into me. I sighed and looked over at Vinyl. She was starting at me wide-eyed.

"You don't mess around, Pinks." I could see she was looking at where my pussy lips were right up against his balls. He was in me pretty deep.

"I'm not done yet," I told her, "do you have any lube?"

She nodded and got a really silly grin on her face, but levitated some over to me.

"I can't really use that unicorn bottle, can you pour some on my butt?"

She did, and I felt it soaking in and loosening up my back door. I looked over my shoulder at the other brother, smiled, and licked my lips. He got what I was going for and climbed up onto the bed over me. I felt him pressing his weight down on me, and it pushed me into his brother's belly close. I felt full and surrounded, but the tip of his prick at my wet butt reminded me I wasn't really full yet, and I shuddered and panted. He pressed in very gently, and slowly I felt his flare press my tailhole open and sink in.

Now I really was full. I could feel they were almost exactly the same size. Their flares and medial rings felt like they were right on top of each other. I guess, other than having a bit of Pinkie between them, they were. I felt like I was just going to turn into a puddle, like the sauce on Equestria's best sandwich. But I had a guest that I wasn't helping, so I managed to look over to the pretty pegasus and lick my lips. I really hoped she'd understand because I wasn't totally sure I could talk right then.

She did and flew over in front of me on the bed. She pressed her forequarters into the mattress and raised her rear at me, and she tightened her strap, lifting her tail all the way up. It looked like nopony had rutted her yet. Her marehood was winking and wet but still tight, and there was no spunk on it or her pucker. The lips were dark and beautiful against her white fur. It sort of reminded me of Vinyl's and I tried not to fantasize about going down on my friend. But I did start lapping at the pegasus's pussy, which tasted great. It did need whipped cream but I wasn't going to leave my sandwich for it.

When I started licking her, I heard a moan from the stallion under me. He was looking up at my tongue working on his friend's pussy, and it looked like he was enjoying the show. I didn't want him to get too frustrated, so I clenched my insides on him and started moving as much as I could.

When I did, so did the pegasus and the colt on top of me. When we all started moving, it all started to just work. She pressed her tasty slit into my face and the stallion bucking my ass pressed me close into it. I rode back into him and pulled my tongue out of her across her clit. His and my thrusts dragged me across his brother's cock, pushing it out a little past the ring when I was deepest in her marehood, then sinking me back in it to the balls when I rode my ass back to his brother's.

I heard a moan from the sofa and looked over to Vinyl. She was staring at my tongue working on the white-furred mare in front of me, and I wondered if she was also thinking it looked like her legs I was between. I saw her magic working over her marehood, touching it everywhere, and one of her legs twitched in the air. Her eyes moved down towards the stallions stuffing my pastries and she panted. She pulled the lube bottle over and trickled some on her own backdoor, then I saw her pull a rubber toy from somewhere and stuff it in.

Between watching Vy stuff her ass full and the feeling of my own holes so stuffed, my eyes sorta lost focus, and I got caught up in the sex. Every pump from the brothers made me warmer, and every taste of the mare's pussy did too. I could feel I was about to come, and I thought my partners were close too. But I was pretty sure I had at least two in me, so I didn't bother to delay, and let it take me. I writhed against them all as it did and moaned into her pussy. I was coming down and the brothers were just pounding me, but it wasn't unpleasant, just a bit tingly, the way that made me sure that soon it'd be building me up again. And the mare's juice was just so tasty, I focused on her even more now that I wasn't so focused on their big slabs filling me up.

She liked it I guess, because soon she fell onto the bed and I had to bend down to make sure I got the tasty juices she let out as she got off, then slid off me and sighed. I raised my head and started really feeling how nice the two cocks in me were, just in time for the brother on top to press all his weight down on me. He hilted his brother in me too, and left us all three pressed up so tight, I could feel my pussy give another gush.

I knew what was coming, but I still let out a little eep and pant when I felt them start squirting inside me, big blasts of cum in both holes right around the same time. I teased the lower one's balls with my tail, and he put two more ropes in my womb than his brother did in my butt, so maybe it worked! They both pulled out and fell onto the mattress, and I felt all their juices in me, with only a little trickling out, oooh. Just thinking about it is making me so horny, feeling all full of cum is the best thing about bucking stallions.

But I was left lying on the bed too, and I didn't really want to move much either. But I was horny again and that cute little pegasus was right there looking over at me. She's so cute, I just wanted to kiss her all over. So I moved over next to her and put my forelegs around her and did. She kissed me back, then broke it and whispered in my ear that I was just her type of mare. Which is funny, because she's my type of mare too! So I told her that and we kept kissing, and then we pressed our bellies up against each other and it felt so nice feeling her coat on me and her nipples pressing into me, and her fur touching mine. Even though she's a lot shorter than I am, we got our pussies to line up, but we couldn't quite press together close enough to get the clits to touch without breaking the kiss, and I really liked kissing her. Vinyl cleared her throat and I looked over at her.

"Want some help?" There were a couple of toys lying around her, and I could still see straight into her dripping marehood, but she wasn't playing with herself right now either. I was going to ask her what she meant when she hovered up a toy, a long fake cock with some kind of smaller tentacle things all around the base, presumably for tickling clits while it was inside you. I didn't know quite what she wanted to do with it, but I figured I didn't care. I looked over at the pegasus and shrugged, she nodded and I did too. We went back to our kiss.

Her lips were really nice. I always love kissing but kissing down to her felt really neat, and she was a great kisser. I was so lost in it I almost forgot Vinyl's toy, then I felt it pressing between our bellies. She pushed it all the way between us, until the tentacles were teasing both our clits. The closer we pressed together and moved our nipples and bellies across each other, the more we felt them on us. It was great.

Still, I realized we had guests left out and looked over to the stallions. Both of them were rock hard again.

"What are you boys waiting for," I asked, winking at my pegasus, "we've got two pies right next to each other here, come give us some cream filling."

She gulped but grinned at me and nodded. I only noticed then how hot the idea of this little pegasus taking that big cock made me, and then it was about to happen! I felt the fur pressing up against my back as one of them settled in behind me, and saw the other looming up behind my friend. His flare was at my entrance again, and then he slowly sunk all the way into me. I felt her pressing up closer to my belly as her stallion sunk into her. She moaned into my lips and I did the same, but we kept moving our tongues against each other, it felt too good to stop. I felt like I could feel the bulge her stallion's cock was making in her belly where it pressed up against mine, though I bet Twi would say that's not possible.

"It is pretty hot, though," Twilight couldn't help agreeing.

Now we were both a sandwich, two mares pressed between to giant stallions, rutted silly. We concentrated on kissing and feeling Vinyl's toy work on our clits, and let them pound us as they liked. It was great. Her coat and belly and nipples were driving me wild, pressing up against me, and of course the big cock in me, when I could still feel the last load inside, and the other in my butt, made me already feel right on the edge of coming again.

I heard Vinyl panting and moaning like crazy and looked over at her. Her hindquarters were pressed to the sofa and her rear was all in the air, and she had two toys stuff in her, one in each hole. She was clearly coming hard, with a puddle of drool on the sofa near her mouth to go with the one below her crotch.

Somehow that sight was too much for me. I pressed my lips up close to my pegasus and just melted in her hug. She tensed for a bit then did the same and we came holding each other, it felt really close and nice. Being so close, I could feel just how hard she was getting rutted by her stallion, and I was getting pounded too. It seemed like they were really close. For the first time ever, I went from one climax to another right then, and I could feel myself clenching on the prick in me. His brother let out a grunt, though, and my pegasus started panting all over my lips, and I knew she was getting filled up with his seed. I imagined just how close to my own belly his cock really was, how little distance there was between my insides and hers, that he was making all full and nice. I pulled her as close as I could, squirming and moaning, then I felt him shoot his first spurt in me, and I nearly blacked out. I couldn't think about anything for a bit, I just felt every rope going inside me. I felt sooo full.

They pulled out and I couldn't move at all. The pegasus either couldn't, or didn't want to. The stallions got off the bed, and I heard Vinyl thanking them. They all went off to take turns getting cleaned up, but I guess didn't want to disturb us. We were too satisfied and tired to even break our kiss, so we kept kissing for quite a while.

Then all of a sudden I realized I was lying, pussy to pussy, full of spunk, in a pool of four ponies' juices, kissing a pegasus without even knowing her name! I hadn't introduced myself.

"I'm Pinkie Pie," I told her, breaking the kiss.

"Morning Mist," she said, and we both laughed. I remembered I'd never heard her talk yet. She has a beautiful voice, all light and happy sounding. Her laugh was even better. It made me want to kiss her again. So I did.

"I think I really like you, Morning Mist. And when I like a pony, I want to get breakfast with them. But it's a long time before breakfast, so if we want to do that, you'll probably have to spend the night. Want to get breakfast with me?"

She took a little while to answer. I wasn't really worried, though. She had that thinking look ponies sometimes get for some reason when I say things that make a lot of sense, like that they should spend the night with me so we can get breakfast.

"Sure," she smiled at me. Then we kissed again. And we had some sex before Vinyl got back. And then she slept all night next to me, all cuddled up. And she's going to come visit me this weekend for a date!

"Pinkie," Rarity said, "I believe you are the only pony that would have your first date with somepony after having wild group sex, sleeping with them, and having post-coital breakfast."

"Nuh-uh," Pinkie said, "Morning Mist did with me, so that's at least one other pony."

Rarity opened her mouth a few times. "Touche," she finally said.

"Well that story was pretty hot, Pinkie," Dash said, "but normal brothers still don't beat twins, and it got pretty mushy at the end there. Let's have this vote so we can see how much I beat you two."

"Hold on sugarcube," Applejack said, "we're out of time tonight. 'Sides, those were three fine stories, I need a bit to make up my mind. Uh, clear my head a bit." Twilight nodded along.

"Fine," Dash said, "we'll vote first thing next meeting. I'm outta here."

She opened and flew out a window. Twilight wondered if Dash had left in such a hurry because she was as aroused as Twilight herself was.

"Yes, ta ta," Rarity said, and left. Quickly the room emptied out. Twilight and Applejack were the last to go, seemingly the only two that weren't in a hurry.

"You headed back to the farm?" Twilight asked. Applejack gave her a long look.

"Where else would I be going at this time of night?"

"Fair enough. I'll join you most of the way, since it's near the castle."

The two friends walked off into the night.

Author's Note

The next night will open with the vote, as note in the chapter. Based on a comment, I'm willing to let you, the readers, settle this vote, if you'd like!

Vote in the comments. If I get at least a few responses, I'll have the result of the vote hold in the story.

It won't have a huge impact on the course of events, but it'll probably determine a sex scene or two. So if you want to eventually see one of Pinkie, Dash, and Rarity be in a dominant position over the other two (at least for a bit), or if you just genuinely think one of the stories was hotter, now's your chance.

In other news, I'm likely to be unable to update for most of this week due to some heavy times at work. I might get one more out before it hits, but also might not. Could be a week or so before the next update.

Interlude 1: Paradigm Shift

The cool air of the late autumn night felt pleasant on Twilight's coat after the cozy warmth of Sugarcube Corner's second floor room, but it was nowhere near chilly enough to quell the lingering effects of the night's three sexy stories. She never minded Applejack's company, but the warmth of the other mare next to her was decidedly more a mixed blessing than it would have been if Twilight weren't so warm and wet under her tail.

For a little while they walked in silence. Applejack, it seemed, was lost in her own thoughts too. Twilight desperately tried to unpack everything that had happened over the evening, especially those things that didn't just make her even more aroused. The scent of woodsmoke and dry leaves made her mind wander autumn's paths - sweet, but melancholy.

"It's like old times again," she said, at least half to herself.

"How d'you mean, sugarcube?"

"I remember when I got here," Twilight spoke slower than usual, both due to the emptiness of the night, and due to trying to get her thoughts fully in order as she spoke. "I'd never even had a friend before, really. The only ponies I was close to were family, or Celestia. Spike's family, of course. Then here I was in this new world of friendship. And of course it was wonderful, but you remember sometimes I got a bit..."

"I remember," Applejack chuckled. "You were a mite high-strung those days."

"That's an understatement. Part of it was that Celestia told me it was an assignment, of course. And part of it was perspective, back then all I'd ever had to worry about was missing a deadline. But I think part of it was that I felt out of my league, too, you know? I didn't realize it at the time, but I think I felt a bit...slow. I'm not used to feeling like that."

"I can't imagine why."

"Oh hush, you know I didn't mean to brag. Anyway I was just thinking I feel a bit like that now. Not that I'm going to flip out with a Want It, Need It spell or anything! Just that, I felt like I really learned to be a good friend, and now there's all this stuff, where you five are way more experienced than me all over again. I guess I feel like, now that I've forced my way into this little club, maybe I don't really belong."

Twilight felt Applejack press close to her, and swallowed as she felt the contact in her loins, not just her coat.

"I think you got the wrong idea, sugarcube. About a lot of things, but 'specially about this 'club'. You changed everything when you showed up," she gave a full laugh this time, and it felt like it lit up the night. "Just like you did when you showed up in Ponyville. When we said we'd never been detailed like you were, it was, well, I reckon more than true. The real truth of it is, we were stumbling along as much as anypony. Why do you think we had the space for just a little while? Sure, we'd get together and talk about ponies that caught our eyes, maybe a fantasy we'd had or something, but not like that. Just 'Thunderlane was looking good in your line, he asked me out!' Or, 'I miss my ex.' That sorta thing, you know? It never got much raunchier than Rainbow saying she went down on some mare or the like.

"And c'mon Twi, you know us better'n that. I'm shocked Rares let Thunderlane get so far with her. It's no bad thing, mind you, but I'd bet you a whole barrel of cider she'd never have done it without your story. Fluttershy's still never touched another pony like that, far as I know, though she's said she wants to a few times. And Rainbow and I make fun of each other, but there ain't that many mares in Ponyville. I had a thing with Golden Harvest for a while, before you even came, and since then I ain't done much but look. Sure, I'll look a lot, but I want something real before I'll sleep with a pony, you know? I can get myself off just fine, if I'm not wanting a connection. And I think Dash ain't as far from that as she makes out. Pinkie had her wild days, back when she was learning to party, but look at her story. If she'd wanted to keep that up, you think she'd have ended up here?"

"So you mean that wasn't a normal session?"

"Twi, I ain't ever been at a meeting like that before," Applejack grinned. "Not that I'm complaining, mind. I reckon maybe that's the new normal. But if it is, you're there at the start with us. It wouldn't've started without you. Same with all of us. Sure, we knew each other before we met you. But we weren't great friends or anything, and it ain't like we never had the chance. We just couldn't click without you. It's like you're...what's that fancy word you've got for a thing that looks small but makes everything else change? Like baking soda?"

Twilight smiled back. "A catalyst?"

"That's the one, Twi. You're our catalyst, showing up and making us all change for the better. You did when you came here, and I think you did when you crashed this party, too. I'm already sorry I didn't tell you right at the beginning."

Twilight nuzzled her. Sure, she was tormenting her poor body, but that wasn't entirely unpleasant. Besides, she really did appreciate her friend's kind words.

"Thanks, AJ."

"I meant it all, you know. Element of Honesty and all. Can I tell you something that's been bothering me? Fair trade?"

"You could even if it weren't a trade, but sure, fair trade."

"I dunno what I'm gonna do next week. Pinkie and Dash were right, their stories were hotter'n anything I've ever heard. Certainly anything I've ever done. And Rares told us about her first time ever! I gotta say it made me nearly as wet as the other two did, just 'cause I could tell how special it was to her, y'know?"

Twilight nodded. They were to the long outskirts roads now. The few lingering lights of Ponyville proper remained on one side, but the other was just the farms and open lands stretching out towards the Everfree. It wasn't too far now to the castle.

"But they were pretty long stories," Applejack went on, "and we still got through three of 'em. I wanna say something next time, do my part n'all. And I don't mind if I don't have much all that wild to say, all three stories tonight were real different and I liked 'em all just the same. But like I said, last mare I took to bed was before you even got here, and I've got no prospects like Rarity or Pinkie. I've got my pride, I don't want everypony else to talk about sexy times with hot ponies, then have me just say how Rainbowshine flashed me at the market and I went home and bucked my pillow."

"No risk of that," Twilight said, "I told my one good story last week. The next closest thing I've even had to a sexual experience is playing with myself in the Canterlot library when I found Hippocampus's Mechanics of Equine Reproduction. I doubt anypony wants to hear that."

"If you told it like you did that first story, I would."

"And I'm sure everypony'd be happy to hear any of your older stories, too."

"Fair point. I reckon we'd both rather have something new."

"Mhm. Couldn't you just hook up with Rainbow or something? You two certainly do seem to like to get physical, and she seemed pretty happy that you're into pegasi."

Applejack sighed. "That filly. You're right, I'm sure she'd have me. And we'd do some crazy nonsense that'd make a great story. But that don't seem right, bucking my friend just so I have a story to tell. I'm not like that. 'Sides, sure, I like me some wings, and I'm okay with competition. Heck, more'n okay when we're talking about racing or Iron Pony or the like. I reckon I'd even like it in bed, once in a while. But Rainbow's never gonna do anything else. She'd never give, or make herself vulnerable, y'know? Maybe someday she'll learn, 'specially with our catalyst around, but not now. It'd get old, and I won't start anything with one of you girls unless I'm sure I want to keep it up. I don't think it'd drive us apart or nothing, but it wouldn't be fair."

Twilight nodded. They'd come to the castle, but she felt like maybe they should finish their conversation before she went in, much as she still wanted to address her soaking marehood. Applejack stopped too, apparently thinking the same thing, and they lingered just outside the light cast by the castle's glowing crystal lamps. Spike would be long in bed, but she'd told him to leave them on.

"And the other girls?"

"Rares and 'Shy seem like they just want stallions. Rares has one, and I'd worry I'd break poor 'Shy even if she wanted me. Pinkie'd be down, but I worry she'd break me. I love all those girls to death, but I'd need way more'n a week of talking to figure out if we'd have any shot in the bedroom. It's hard to talk honest to 'em sometimes, what with all they've got going on, and I reckon this is too important."

It occurred to Twilight that she'd never had any trouble talking honestly with Applejack. That in fact they'd just been doing so. She shivered, though the night was no colder than it had been, nor her arousal much lower. She also realized she'd been waiting for Applejack to list the reasons that she, Twilight, would not make a good sexual partner. But Applejack seemed to have finished talking.

Twilight thought about Applejack's hard, farm-trained body. She imagined what her marehood would look like if she moved her tail aside. It was the opposite of unpleasant to think about. Twilight moved slightly closer.

"Yeah," she said, aware that probably some kind of response was appropriate. That let her stall long enough to recall the train of the conversation. "I think honesty is what I most want from my first partner."

Twilight wasn't uncomfortably close to her friend - quite the opposite, she felt - but she was close enough to see Applejack's eyes widen for a moment, and her throat move as she swallowed hard. She was quiet for a long time.

"It's funny," she finally said, her voice oddly thick, "even though you said it just now, I'd already forgot you've never slept with anypony. What with your story, and seeming so understanding. It ain't just about being so shut-in for so long, huh? I bet you got plenty of chances once you got to be a hero, and then a princess."

"Some, probably," Twilight shrugged. "I wasn't really looking. If I wasn't going to be friends with anypony just to say I was, I certainly wasn't going to rut anypony just to have done it, either."

She shivered again. This time the air did seem to be getting colder. She took a deep breath.

"It's getting kind of cold out here, AJ. Want to come in? I could make some tea or something."

"That's real nice of you Twi, but I gotta tell you, I'm still hornier'n a bull in a cowpen after those stories. I was fixing to go right on home and take care of myself."

Twilight met her eyes fully for the first time all walk, though mostly just because now they could face each other rather than watching their step in the dark.

"So am I, and so was I."

She saw Applejack swallow again before she spoke. "I reckon I could use a drink, now you mention."

The walk into the castle and up to her private quarters was excruciating. Inexperienced as she was, Twilight still had a tiny bit of doubt. She thought she'd read the situation right, and every bit of her wanted to flick her tail aside as Applejack followed her, but she restrained herself, both because of the occasional guard patrol in the castle, and in case she'd completely misjudged. So instead she hurried as much as she could without making a racket on the hard crystal floors, or seeming overeager, and wondered if, as she'd increasingly come to hope, Applejack was about to show her what she'd spent all night hearing about.

The door closed behind her, and she turned to ask Applejack...something. Either what kind of tea she took, or whether she wanted to go to the bed, or just start going at each other right here on the rug. She was saved from deciding when she discovered Applejack had stopped so close behind her that when she turned their muzzles were nearly touching, and she was gazing into her friend's eyes. They were beautiful like her trees in summer, like pools of living water. Like the eyes of a friend you've just realized is smoking hot while you yourself are dripping all over the floor.

Twilight moved her muzzle closer by about half the tiny distance between them - not quite enough to touch, but enough to make it clear it wasn't a mistake or stumble.

"Are you sure?" Applejack murmured. Even with her voice so low, Twilight felt her breath on her muzzle and shivered.

"Sure as science," she said, her voice quiet, but without hesitation.

"That's the dorkiest thing I've ever heard," Applejack said.

Before Twilight could answer, or her ashamed blush could really start to take hold, Applejack closed the distance, and pressed their lips together. The blush, the words, everything, stopped. Even Twilight's mind, normally full of as many trains of thought on as many tracks as Canterlot Central, suspended service.

Applejack's lips were warm and soft, like the heart she knew lurked just under the farmpony's formidable exterior. They seemed to leak an energy into Twilight's own. Dimly she wondered if it were earth pony magic, or just affection mixed with lust. Or both. Then Applejack parted her lips a little, and Twilight lost the thought. She followed, opening her muzzle gently against her friend's. Both breathed through their noses, of course, but some ghost of breath still seemed to pass between Applejack's lips, making Twilight intimately aware that in some profound way their bodies were now connected. It passed through her like a shock, making her whole body feel warm and full of a magical energy. She felt like she could fly. Both of which, her quickly drowning inner scientist pointed out, were preposterous, because she was always full of magical energy, and could always fly. Then that voice sighed too, and faded, leaving only the warm, damp pressure of Applejack's lips on her own.

Gently she reached out with her tongue, and found Applejack's doing the same. The touch was electric, and Twilight opened her mouth wider, turning her head. Their tongues danced, and she relished the feeling of not knowing, really, in which whose body they were at any one time. She felt overflowing with warmth and affection. And, though she hadn't thought it was possible, her marehood had somehow become even wetter.

Finally they came up for air.

"You're sure too, AJ?" Twilight said. "Sure you aren't going to want me just once?"

"Twi, sugar, after that kiss, I'm gonna want you more than once tonight. Wanna take this to your bed?"

Twilight nodded, and with a flash of light, they were next to the bed. She lept onto it, facing away from Applejack, and raised her wings to half-mast, flicking her tail aside to present her winking sex. Applejack seemed momentarily off-balance.

"We could've walked," she said, smiling.

"I didn't want to wait. Get up here."

Applejack climbed up beside her, pressing their flanks together. Her body heat through her coat was wonderful, and as their cutie marks touched Twilight felt a shock of arousal shoot through her. She gasped.

"Nice, isn't it?" Applejack said. "They say if you touch cutie marks with somepony and you don't feel that, you weren't meant to be together. Like some kind of destiny link thing."

"Is it true?"

"No idea. But by now I don't need nothing like that to tell me our destinies are all tangled up, Twi'."

Twilight laughed, then kissed her again, picking up where they left off. It was just as nice as the first time. She wrapped her wing around Applejack's barrel. Even though her sex was still dripping all over the sheets, she felt no rush. She knew Applejack would see to her needs, and she to Applejack's, as best as her inexperience would allow. She shivered again into the kiss as she remembered Applejack saying she wanted to go more than once just tonight.

Applejack clearly felt the shiver. "You horny, sugarcube?"

"You have no idea. I've been up the wall all night. I thought about pleasuring myself right there in the room a few times. And that was before I knew I'd be making out with you."

"Oh, I've got an idea all right," Applejack chuckled. She stood and walked a little ways across the bed, just far enough that when she flicked her tail away Twilight got a good view. Her winking marehood was absolutely drenched. Thin trails of fluid ran down both her thighs. "I've never been this turned on in all my life."

"I hope I can help," Twilight said, suddenly unsure of herself.

"I'm sure you will, sugar. But I'm the one who's been to this rodeo before, I'm gonna show you the ropes." She turned and came back to the kiss, still soft and tender. Twilight hesitated a minute before thinking of it as loving, but then did so, gladly, realizing she'd have been happy to hear Applejack say that about Twilight's own. She wondered when, if ever, she'd get used to the feeling of kissing Applejack. She hoped not to.

Delicious though it was, this kiss was shorter. Before long, Applejack moved away, and Twilight almost pressed back into her to resume the kiss, when she felt her lips press to her muzzle just slightly lower. Applejack trailed little kisses down and across her muzzle, tracing a line along the bottom of it, making her shiver every time.

"First lesson," she whispered, "every part of a pony you like's pretty. And sexy. You've just gotta show her that."

She pressed her lips gently to Twilight's throat, opening them just enough to lightly trace her tongue over it. Twilight gasped, feeling both vulnerable and totally safe. Applejack kissed down lower, and each time Twilight shivered or panted. Applejack's lips were so gentle. Just like her lover had said, she felt Applejack's lips communicating her desire and regard. It made her head spin.

Applejack reached her breast and moved sideways, tracing a line across her shoulder to the base of her wings. She kissed there too, lightly, leaving a line of tingling fire along the edge of her wing.

"I guess Dash was right, you do like these," she whispered.

"I reckon I do."

"I think I'm getting this lesson." Twilight leaned her now-free head down to Applejack's shoulder. She remembered how soft and loving AJ's light kisses had felt, and tried to put the same feeling into her own, applying her lips lightly, thinking of the chance to do so as a gift. It wasn't a difficult thought to hold on to. Applejack moaned into her wing, and shivered. Twilight started tracing the kisses down towards her barrel, and folded her wing to caress Applejack's cheek and the side of her muzzle.

"Oh wow Twi', that's amazing."

Twilight ran her feather's along Applejack's neck. Involuntarily her lover raised her head and moaned. Twilight's kisses were nearly to Applejack's cutie mark now.

"Next lesson," Applejack said, "that don't mean every part of 'em's the same." She moved her own lips to Twilight's cutie mark, beating her to the punch. As her lips pressed hard against it, and she flicked the surface with her tongue, Twilight felt a shock of sudden arousal, sharp and insistent, like when she touched her nipple with her magic. Using her own magic on the mark never had that kind of effect, though. Shocked and overwhelmed with the arousal, she fell to her side. Applejack took full advantage, pressing her head close to Twilight's belly and taking one of her nipples into her mouth. She swirled her tongue around the sensitive nub, bringing out a moan, then teased it lightly with her teeth. Twilight felt her belly and marehood clench eagerly.

"Cutie mark and nipples," as Applejack spoke, she left her mouth up against the nipple. Her tongue teased it as she talked. "Best way to get a mare really ready. Now lie back sugarcube, I'm more'n ready to start your first time for real." She started kissing lower and lower. Twilight's marehood dripped and ached in anticipation as she got closer, but she forced herself to concentrate for just a little longer.

"Sorry AJ," she said, "I love that you're trying to be good to me for my first time, but I don't want to let you do all the work. Besides, I've been wanting to get my mouth on you ever since you winked at me." She lit her horn and gently lifted Applejack's hindquarters, settling them next to her head, just as Applejack's head was between her own thighs.

"Get started," she said, mouth watering as she stared at Applejack's gorgeous, dripping slit just inches from her muzzle, "I've always been a fast learner."

She immediately gasped as Applejack did just that, pressing her lips to the nearly-bare flesh just above Twilight's clitoris. Even though they weren't quite on any part of her sex, the closeness made her shiver and part her legs involuntarily, letting Applejack press in closer. She dragged her soft tongue in long strokes parallel to Twilight's pussy lips, teasing her mercilessly. Twilight nearly called out in mixed pleasure and frustration, then collected herself for a better plan. She pushed her own muzzle between Applejack's legs and let out her tongue. Applejack's legs were tighter together, so she couldn't see much, and wasn't as familiar with the area, but she kept her strokes soft and teasing, and was rewarded with a throaty groan. Applejack opened her own legs, revealing herself to Twilight's eager eyes. Her dark lips were half-spread in arousal, revealing her dripping entrance. They seemed to flow around and caress her clit, and Twilight found the sight unspeakably intimate. She longed to taste Applejack's juices directly from the source, and idly wondered if they'd taste of cider. But she wanted to make her lover stop teasing her first, so she forced herself to apply her tongue to her thighs and the area just above her clit instead, teasing her just as she was being teased.

"Consarn it," Applejack moaned, though she sounded not the least bit upset, "have it your way, you pushy filly."

Her mouth pulled back for a moment, then she pressed her open muzzle down directly over Twilight's pussy lips, and pressed her tongue, broad and flat, over the whole opening. Taken by surprise, Twilight lifted her head and screamed in pleasure, the sound echoing off the crystal walls. Applejack began to move her tongue, running it over both lips, tasting every bit of them.

Gladly, Twilight pushed her own muzzle into Applejack's muff. Rather than copy her friend exactly, she took a long lick across the whole slit, stimulating both lips at once as she scooped out a generous helping of Applejack's juices. To her delight, they were deliciously tangy and musky, with just the faintest hint of apple. Eagerly she went back for another helping, pressing deeper inside this time. The feeling of Applejack's body pressing close around her tongue was delightful, and she went deeper and deeper. She was rewarded with a series of throaty moans from Applejack that reverberated into her own body through the muzzle buried under her tail.

Applejack's experience was certainly evident, as her tongue performed a virtual Iron Pony competition's worth of tricks on Twilight's eager sex. First she was lightly tracing it, then pressing in deep, then flicking the clit, almost making Twilight lose track of her own tongue's maneuverings. All Twilight had room to think of was how Applejack's tongue felt on her, and what she was doing with her own. Splitting her attention delayed her own climax, but she loved the reward of AJ's warm fluids on her tongue and her deep moans into her body. She knew she was moaning and occasionally screaming her arousal into Applejack as well.

It seemed to Twilight as if they went on like that forever, but then quite unexpectedly she felt intense heat rising from her loins, and knew that very soon her climax would take her. Desperate to prove herself an able lover despite her inexperience, she began working Applejack's marehood more firmly, focusing on the clit and hood, which had always brought her closest. It was a losing battle, though, and she felt her legs start to twitch as the orgasm rose in her. She screamed, the sound muffled by Applejack's muscular thighs. Just as her thoughts began to fade in the irresistible tide of pleasure, she felt Applejack's legs close hard around her head, and her tongue go stiff. She felt the elation of victory, and then fell into a shattering, mind-blanking orgasm. She pressed close to Applejack, craving no supplement to her pleasure save the warmth of her lover's body.

When she gathered her thoughts and opened her eyes, she saw Applejack's sex still spread lewdly in front of her. She was about to move, when she remembered her lover saying she'd likely want it more than once tonight. Well, she thought with a hint of mischief, I could certainly stand to feel that way again. Hesitantly, in case Applejack had changed her mind, she flicked out her tongue and ran it lightly across her waiting sex, savoring again her taste. Applejack's only reply was a light moan, and a flick of her own tongue between Twilight's lower lips. Grinning, Twilight went back to work.

By the time Twilight felt she'd had enough apple for the moment, and pulled her head out, the faint pre-dawn light was creeping in through her window.

"Oh, darn it," she said. Applejack pulled her own head out from between Twilight's legs, and looked out the window.

"Wow," she said, an extremely silly (and, Twilight thought, extremely adorable) grin on her face. "I didn't think we were going at it quite that long."

"Sorry. I was going to ask you to sleep over, but I guess you already stayed the night."

"I reckon so, just without the sleeping."

"I guess you have to get back to the farm, huh?" Twilight said, trying not to sound sad.

Applejack started to answer, then thought for a moment and reconsidered.

"They'll be fine without me for one morning. The harvest's all done, and Mac's left me with his share of the chores more'n once when he was out all night with his friends. One day of turnabout'll serve him right. I reckon I can stay at least until the afternoon."

Twilight grinned at her. "That sounds great, but I'm not sure I have any more sex lessons in me just now."

"I was thinking that sleeping in sounded mighty fine. Been too long since I slept next to a- a pony I liked."

Twilight caught the catch in her voice, and moved over to give her a long, slow kiss. It wasn't as passionate as the ones the night before, but it made her feel all warm inside anyway, like a full-body smile.

"Applejack," she whispered, breaking the kiss, "you know I'm new to friendship and sex and everything else. I don't know what ponies might feel during it. But last night wasn't just sex. And when we do it again, which I hope we will a lot, it won't just be sex. I care about you and the girls as much as I've ever cared about any ponies, even my family, even though it's different. I love you, all of you, very much." She blushed, and kissed her again.

"I love you too, Twi'," Applejack whispered back. "I said it to Golden Harvest, and I meant it. I could say I was young and didn't know any better, but I felt it, and I meant it, even though it didn't work out. But I didn't love her any more than I love you or any of the others."

They pressed up against each other close, and leaned their heads against each other. Idly Twilight picked up the blanket and draped it over them. Large patches of it were soaking wet, but it was still warm, and she couldn't be bothered to care.

"So what does that make us?" She asked, yawning. "What're we going to tell everyone?"

"Mmm?" Applejack murmured.

"Are we marefriends? Will we go on dates? What should I tell Spike when we both come out of my room for lunch?"

"I dunno," Applejack said. "Do you want to go on dates?"

"I don't know, I've never been on one," Twilight said.

"Well, why don't we try it out? I reckon I can be free to pick you up tomorrow at seven."

"An experimental date? I like it. And we'll tell the girls at the next club meeting. You don't need to worry about your story anymore."

"I reckon you don't either," Applejack kissed her neck lazily, "you can tell 'em what happens after the date."

"Deal."

They were quiet for another long while, and Twilight nearly drifted off, before she remembered the most important question.

"So," she said, "we'll tell Spike we're marefriends?"

"I reckon I'd like that."

And then they slept.

Author's Note

The worst part of writing lesbian pony sex is the pronoun ambiguity.

The best part is the lesbian pony sex.

The Night 1 vote (see previous chapter) continues until Night 2 proper begins. That might not be for a week or so - I won't have much time to write for a bit due to work commitments.

Night 3: Animal Husbandry

Applejack's flank was a welcome, warm presence against Twilight's as the two mares trotted to Sugarcube Corner for their weekly meeting. Twilight couldn't help but grin, thinking about what a difference a week made. The two shared a quick kiss as the bakery came into view, then made their way upstairs.

They were, as usual for Twilight, the first to arrive. Applejack settled onto the couch opposite the door. Twilight hesitated, then looked over at her. Applejack grinned and scooted to the side, glancing meaningfully at the empty space. Twilight smiled back and settled in next to her. Applejack leaned lightly against her neck.

Their friends didn't bother to hide their surprise when they saw them snuggled up. Rainbow Dash did a double take, Fluttershy's eyes widened, and Pinkie just grinned at them and bounced higher than usual. But nopony said anything other than a polite greeting before Rarity arrived. As usual she was "fashionably late", which meant a minute or two after the fifth arrival. Twilight suspected she hid somewhere to ensure she was the last to arrive, but only just.

"Darlings," she stopped and smirked as she entered, "you look quite cozy over there."

"I reckon we are," Applejack said, and nuzzled Twilight, who blushed.

"Somepony might read quite a bit into that."

Applejack shrugged. Twilight wrapped a wing around her barrel.

"Oh, are we going to have a joint story tonight? How exciting!"

"We won't," Twilight said, and Rarity's face briefly fell before she continued, "I'm going to talk about the first night, then Applejack's going to talk about the rest of the week."

Rarity's grin came back full force, and she squealed. "Oh congratulations to you both! Well, get on with it!"

"Nope," Applejack said.

"That's right," Twilight nodded, "we discussed it and somepony else should go first. We both know what happens in the other one's half, after all. The first story should be new to everypony so we all get warmed up."

"You both look plenty warm there," Dash said, "are we gonna get a free show before the end of the evening?"

"Maybe if you beg," Applejack said, "I know you wanna see this in action." She raised her rump slightly and wiggled it, though she kept her tail down.

"Is that what Twi' thinks too?"

Twilight turned crimson and hung her head, but finally rubbed her wing down Applejack's barrel to her cutie mark.

"Yeah," she said, sounding almost like Fluttershy. Pinkie and Dash hooted like a sporting crowd, and Twilight buried her face in Applejack's neck.

"First things first, though," Rainbow Dash said, "we need to settle our bet. I'm not letting you two off the hook, I need my dares!" She glared at Pinkie.

"Yeppers. Don't worry Dashie, I came prepared!" Pinkie produced a top hat from somewhere in her mane. "See, I brought a hat to put votes in! We can be all secret about it! Now everypony write your vote on some paper. Remember, no voting for yourself, Dashie!"

Everypony wrote their votes down, and Twilight hovered the hat around the room to collect them. After, she pulled the hat over to herself and counted out the results.

"Okay then. Grand totals we have one for Rarity, one for me, which feels like cheating..."

"I ain't got no regrets, sugarcube."

Rainbow mimed a gagging motion.

"...one for Rainbow, and three for Pinkie. Pinkie wins!"

"What the buck?" Rainbow Dash glowered at everyone. "I had twins! You all have no taste."

Fluttershy shrugged. "I liked Rarity's. It was...nice."

"I do enjoy stallions the most, you know," Rarity said. "And I do not understand your fascination with twins. Besides, Pinkie's had special outfits!"

"Et tu, Princess?" Rainbow glared at Twilight.

"Oh, I thought both of them were hot, you have no idea how horny I was at the end of last week's meeting--"

Pinkie was suddenly next to Applejack. "I bet somepony has a good idea," she stage whispered in the farmpony's ear. Applejack giggled and nodded.

Twilight glared at them, blushing again. "So I went with Pinkie because I think she'll give you a better dare, and brag less."

"She isn't wrong!" Pinkie bounced.

"She's wrong about the dare, mine would have been awesome. And buck you all."

"Oh shush," Rarity said, "don't be a sore loser, Rainbow. You'll get your dare back someday."

"Yeah, next time you're going down, Pinks!"

"We'll see. But I'm gonna hold on to these dares, so come on, somepony give us a story already!"

"I reckon we should hear from ponies that didn't have stories last time," Applejack said. "Twi' n' I are already up, but what about you, Shy? Got one of your fantasies to warm us up?"

"No," Fluttershy said.

"I can go then," Pinkie said, "Misty's been in town all week, we had this great pancake breakfast in bed--"

"Oh, no," Fluttershy said, a bit louder, "I meant, no, I don't have a fantasy, I have a true story."

"Whoa," Dash said, "even you're getting some action, Shy? That's great!"

Fluttershy blushed and looked at her hooves. "All your stories kind of inspired me."

"I told you, you're an adorable catalyst," Applejack nudged Twilight. Everypony stared.

"A cata-what?" Rainbow cocked her head.

"Never you mind. Get on with it, sugar," Applejack smiled at Fluttershy.

"Okay then..."

Fluttershy's First Story: Taming the Beast

I think I've told you before, I work with Zecora sometimes to help some of the strange animals that live in the Everfree. She knows so much about magical creatures! Mostly it's things like nursing manticores that lost territorial fights, restoring creatures that ran afoul of cockatrices, things like that. I'm better at injuries, but she's got potions for magical ailments that I can't do anything about. So I bring her those, and she brings me the injuries. And we teach each other things, so now I know some potions and she knows some surgery.

"Alright, I bet she taught you how to graze her pasture," Rainbow Dash said. "I knew you'd come around to mares someday."

No, Rainbow, I still like stallions. There's just something about having a nice penis inside me, just like animals do...

Fluttershy blushed crimson and was silent for a moment.

A-anyway, there's one kind of creature I always let Zecora handle, alone. They live deep in the Everfree, and normally only come out here when something's wrong. They're in a symbiotic relationship with some flowers there, but the flowers sometimes die off in parts of the woods, and then the creatures can get confused, and wander too close to the edge of the woods.

I don't know what they're called, but when they're healthy, they look like headless, hairless dogs. They have some kind of magical senses that let them find the flowers they like, and when they do, they let out these tendrils they use to eat pollen from the flowers, and fertilize them at the same time, kind of like bees. But if they can't find the flowers long enough, they build up too many of their seeds and they stop being able to move or retract the tendrils. Then they look almost like plants too, just this fat body with three big stalks coming out of it.

Since they can't move anymore, they die if you leave them like that, but they get better if they can just unload some of their seeds and get light enough to move again, especially if you leave them near their flowers. They aren't dangerous to ponies or anything, but it's cruel to leave them to die, so we help them when we find them. Only I usually take them to Zecora because the way you get the seeds out is, uh...

"Oooh, I bet it's sexy," Pinkie said.

Yes, um, the flowers squeeze the seeds out of them, so it's a lot like bringing a stallion to orgasm. I always bring them to Zecora, since that makes me really nervous.

Then last week I found one. Only, when I heard all your stories they made me feel so...nice. I think maybe someday I want to meet a stallion I like a lot and let him make me feel nice like that. So since Zecora told me helping the creature was like making a stallion happy, I thought it'd be a big opportunity. I could practice doing that and help a wild creature, too!

So I put the poor thing on my back and took it out deeper into the forest, where I knew some of the flowers it likes were nearby. I poured some water over it, and I saw a lot of little holes like lipless mouths open up, all over its tentacles, and suck in the water. After I emptied my watering can on it two or three times, it had a nice darker color and the tendrils started moving around, like they were looking for something.

Except for the color, they really do look like a stallion's thingy. Um, from the pictures I've seen, anyway. They even have the flare at the head and the ring around the middle, I guess to make sure the pollen they eat doesn't fall out of the flower if they tilt it down while they eat. So when they got lively like that, I started to get, um, aroused. It was nice, and reminded me of all the stories you told.

So I took a deep breath and I bent down to the nearest one and I licked the shaft a little. All the tiny holes on it sucked on me, not hard, but it felt like a lot of really small kisses on my tongue. It made my mouth feel a little drier, but I got wetter, uh, down below.

The tentacle got stiffer, too. It started sort of stroking my muzzle. I think it was looking for the flower's entrance but it felt like it was stroking me, not too hard. So I opened my muzzle and let the tip into my mouth. It pressed in gently but it went quite deep. I almost gagged but it was such a nice creature, and it just wanted to unload all its poor seeds. So I lowered my neck and let it most of the way down my throat. Once I got used to it, it was kind of, um, hot. I could feel the flare very far in my throat and the ring right inside my lips, and I imagined it was Bi...a stallion. Then it started "kissing" me from my lips all the way down my throat and it felt tickly but in the best way. I dripped right out of my marehood and down my leg. I realized I was out in the middle of the forest where anypony or creature could see me and smell me and for some reason that just made me more aroused.

I wanted to see if it would let me move around, so I shifted my hindquarters a bit, and the tentacle just bent below my mouth, it was very kind. Oh girls I was so aroused! It was moving in and out of my mouth and even though it was only an animal following its instincts I felt so wanted. I really wanted a stallion to mount me.

I didn't pay attention to how I was moving my rear until I noticed it was over the body of the creature, and the other two tentacles were rubbing up against my legs. Their little mouths on them felt wonderful, but I could tell they weren't finding what they wanted, the tips were flopping around. They looked sad and lost.

I felt sorry for them. Also aroused. So I lowered my rear and pressed my, um, pussy to the top of one of them. I told you it was already very wet, but then the little mouths started drinking in the juice and kissing the lips when they did and it felt so good! I moaned into the one in my mouth and it went a bit deeper when I did. It tasted musky and earthy, I think it was letting out some kind of lubricant too.

While I was busy thinking about that, the one under me felt all around my thighs, and then I felt the flare press between my lower lips. It must have been able to tell it had found an opening because it pressed right into my breeding hole. I've...I've never had anything in there, not even a carrot. I always just touched myself with my hoof after I had a fantasy, I was too scared to put anything inside me. But I was so wet and it was so wet the flare just slid right in. It hurt a little, but all the little mouths were kissing my insides right behind the flare, so it felt good too. Soon it didn't hurt at all, and it didn't feel good, it felt great! My knees got weak. And, uh, I wanted more of it in me, too. So I sat all the way down on it and it sunk into me all the way. I felt so full! It was wonderful!

But when I pressed down on it so hard, I sat on the last tentacle. My weight pressed the base right up against my butt, and all the mouths were kissing me there too. I've never felt anything so naughty in my life, it felt filthy but it made me even wetter. I was so wet inside I could hear the slurping while the tentacle drank my p-pussy juice.

Fluttershy was crimson and her eyes were closed but her voice was still strong. Twilight noticed her foreleg was moving closer to her belly, now nearly touching it.

I remembered Pinkie talking about taking stallions in both holes and I wanted to feel that full, too. So I lifted my butt just a little, just enough to let the tip of the tentacle move around, looking for a hole. The flare slid over me until I felt it press up against the opening, and I pushed down just a little, to make sure it knew it'd found one. It pushed back too, and slowly it pushed inside my b-butt. That hurt too, but everything else felt so good I didn't want it to stop. Then the flare made it in and the pain faded, and it pushed in and in, so deep, until the ring was just inside me.

Fluttershy's foreleg was pressed against her belly now, and the fetlock was pressed close between her legs. She panted lightly as she told the story. Rarity politely looked away as her friend all but openly masturbated, but Rainbow and Pinkie looked on, grinning. The scent of mare was heavy in the air, and Twilight felt the the familiar heat and wetness between her legs that indicated some of the pheromones were her own. She sorely wanted to lift Applejack's tail with her magic and stroke and admire her lovely marehood, but she refrained for the sake of her friends. While she wasn't sure she could really make it all evening, she at least hoped to hold out until Rainbow begged, as Applejack had said.

I felt so full, and all the pain was gone, now I just felt like I had three stallions at once, and it was heavenly. I remembered I wanted to learn to please them, so I decided I should please the creature. I started moving my tongue on its shaft, as much as I could with how deep it was in me, and I moved my lips back and forth a little, taking it in and out. I hear stallions like having their ring stimulated, so I moved my lips over it, and used them to play with it.

Either I was doing it well, or the creature thought it was slipping out, because it started moving all three tentacles in me, too. The one in my mouth just went back and forth with me, but I couldn't focus enough to move my rear too, so the other two just started rutting me. It was w-wonderful. They went deeper and deeper. I had no idea a mare could feel so full!

The one in my p-pussy got all the way to my cervix. The ring pressed up against it lightly, and it felt like it fit so well. I could tell the opening at the tip was right at the entrance. Whatever it put into the flowers, it was going to put right into my w-womb. And the one in my butt was so deep it felt like it was even further in than that! I was stuffed. I knew it was going to feed its seeds into me from both ends.

Thinking about that made me climax, hard. I groaned and moaned as much as I could with the tentacle in my mouth and I felt all my holes clenching on it as it kissed me all inside. Then in my pussy I felt the most incredible thing. Little lumps were moving up inside the tentacle, close enough to the surface I could feel them distorting it. They weren't very large, about half the size of marbles it felt like, but I felt every one against my stuffed pussy. And then I realized, it wasn't sending seeds, it was going to fill me with eggs!

Fluttershy was stroking herself with her hoof now, and let out a moan remembering her experience. Rarity was looking doggedly away, but Twilight saw her tail had flicked aside from her own sex. Dash and Pinkie were eagerly watching Fluttershy, mouths agape, while Applejack's muzzle was pressed to Twilight's own neck, nearly kissing her sensitive coat.

When I felt that and knew what was happening, I melted. I lost my legs and would have fallen over, but the three tentacles inside me held me up. It clenched in me and squirted out the first stream of eggs. I felt them shoot into me and fall into my womb. When the second spurt went in, I felt the little things creeping up the other two tentacles too, and the third group in my womb was also the first in my ass and throat.

I just kept climaxing over and over as it filled me up. I don't even know what to say about how it felt, getting stuffed with that poor creature's eggs. It was no wonder it was so bloated it couldn't move! But feeling them going into me instead was...was... j-just remembering it, I want it again. If there was a stallion here, even with you girls watching, I'd b-beg him to empty his balls right in my w-womb.

I knew it was finishing because I felt the tentacles shrinking inside me, until they sort of fell out on their own. The creature could move again, and it scampered off towards the flowers. But I could barely move, I was so weak from climaxing. And I felt bloated too, and looked it. My belly and ass and mouth were just stuffed with eggs, I looked down and my belly was swolen a bit, like I was carrying a foal. It made me hot again to imagine I was! I finally got my legs back and went home, but I was so aroused thinking about that, I got myself off again once I did.

Oh Celestia, just thinking about it...I wish Bi- a stallion were here, I want a cock in me so badly...

The friends, other than Rarity, looked on in shock and delight as Fluttershy frantically rubbed her hoof between her legs, eyes closed. She bit her lip and moaned as she brought herself to orgasm. Shuddering, she fell to the couch and panted until she recovered. She opened her eyes and saw her friends watching, then blushed crimson.

"Oh, oh dear, I'm--I'm sorry..."

"No sweat Shy," Rainbow said, "that was pretty hot. If I weren't too cool to get myself off, I'd have done the same. Seems it isn't just me." She grinned at Applejack and Twilight.

Applejack kissed Twilight's neck, and moved to her lips, but Twilight focused her will and leaned down.

"Make Dash beg," she whispered in her marefriend's ear. She saw the competitive fires light in Applejack's eyes and the other pony nodded and pulled back, grinning.

"Aw nuts," Dash said, "I wanted to see the show."

"Remember what we said sugar, you gotta beg."

"As if."

"Ah, Fluttershy," Rarity said, "you said you looked pregnant, but you look fine now. What happened to the, ah, eggs?"

"Oh," Fluttershy said, "w-well, the ones in my belly I digested, of course. And the ones in my butt I passed very quickly. They felt deep but of course they couldn't be too far in without hurting me. I asked Zecora and she said they'd hatch if I left them somewhere with decaying vegetation to keep them warm, near the flowers. So I made sure to do that. The ones in my womb are still there. I can feel them inside me. It's nice. She said they'd come out on their own in a week or so, and I should put them in the same kind of place, so I will. I won't really be a mother, of course, since they aren't related to me at all, I'm just like a nest. But I still like knowing I'll be helping the creatures."

"Does Zecora have some kind of potion to do the same thing?"

"No. She told me she liked doing it 'the natural way'. Um, I do too."

"Wow Shy, that was great!" Pinkie grinned from her couch. "I'd totally be getting myself off too, but I wanna hear about two of my bestest friends hooking up! And I wanna see if Dashie begs them to show off for us!"

"I'd like that too," Fluttershy said.

Everypony looked expectantly at Twilight and Applejack.

Night 3: Tradesies

"...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.

Interlude 2: The Second First Time

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.

Night 4: Three For the Road

Twilight arrived for her fourth meeting alone. After being distracted from her farm work the afternoon before, and then being out late at Pinkie's, Applejack was behind at the farm, even given the light work load of the season. So she'd left the castle early, with regrets, to put in a full day, and promised to meet up with Twilight for the meeting.

Though she was the first and had a few minutes to settle on the couch before anypony else arrived, Twilight was secretly pleased that Applejack arrived next, and a few minutes early herself.

"You're nice and punctual," Twilight grinned at her marefriend, "I guess I'm rubbing off on you."

Applejack laughed and settled in next to her on the couch. "That, or I was missing you something fierce all day."

"Sure. I bet you were just tired of working."

"That's me all right sugarcube, no stomach for a hard day's work."

They both laughed at that. Twilight knew from the reading she'd done after beginning to date Applejack that couples almost always got over this early, giddy phase and settled into a routine within a month or two. But knowing that didn't break the spell, to her relief. They snuggled up and kissed each other eagerly, only pulling apart, blushing, when Fluttershy greeted them softly.

The rest of the girls followed quickly, Rarity arriving last as usual.

"Okay girls, let's get right into it," Rainbow said. "Who's got a story for us tonight?"

"Typical," Rarity said, "no more appreciation for buildup in storytelling than you have in the bedroom, I see."

Rainbow rolled her eyes. "Yeah, I don't like wasting time. But that's not what I mean, didn't you hear we have a big storm scheduled tonight? Flitter and Blossomforth are putting it together right now, and it'll run until dawn. We need to be out of here in a few hours or we'll never make it home."

"Oh. Right. I knew that," Rarity said, though from her tone Twilight was pretty sure it wasn't true. Twilight herself certainly hadn't known; she'd never really developed the habit of checking the nighttime weather.

"Oh, shoot," Applejack said, "I forgot that was tonight. Guess we'd better make it a short one, then."

Pinkie looked downcast for a moment, but quickly rallied. "Well, okay then. I have a story to tell. Twilight and Applejack are in it but they told me to tell it. Anypony else?"

Rarity and Fluttershy shook their heads.

"I'm sure I could think of something," Rainbow said, "it's been two weeks and I've gotten plenty of action, but you go ahead Pinks."

Twilight felt Applejack move, she suspected preparing to challenge Rainbow Dash's claim. Mindful of the time, she nudged her, and Applejack settled back in instead.

"Okay! Well then, it was a dark and, uh, calm yesterday night..."

Pinkie's Second Story: A Parting Gift

Misty and I came back to my room after our dinner date.

Oh! Right! You girls don't know, it was her last night here. She left on the train this morning to go start her classes. So last night we went out, and then we came back here. I told her I had a going away present for her. Of course she was super excited, and gave me all the kisses! But then it was getting to be almost time, so I told her I had to get her set up.

I had her bring out her special party outfit, you know, the sex party one with the tail-raiser, and put it on her. She looks so hot in it! All those straps around her cute little pussy and her nipples and her cutie mark, she looked good enough to eat up! So I did for a bit.

But then I remembered the plan and told her to put her forehooves on the bed and present towards the door. Then I blindfolded her.

"Why'd you do that?" Dash said, "what kind of pony doesn't want to see when they're getting it on?"

It's part of her fantasy, Dashie! She says not being able to see makes her focus on everything else.

Besides, if she's having sex with lots of ponies, she likes not knowing who they are. Spoilers, that was part of my plan! And just as I finished getting her ready and had her pull her tail all the way up, Jakie and Twi got here!"

"You needed more ponies for an orgy," Rainbow was slack-jawed, "and you went to them not me? I've got the fastest tongue in Ponyville! Sure Twi's hot and all, but she's a total newbie!"

Stop interrupting, silly, and you'll see why soon enough! Anyway they came in and I told them to look at how hot Misty looked there on the bed. And she totally did! You could see everything with her tail pulled up by her outfit, and she was already wet since I'd been licking her so much.

I told her I had two other ponies with me and was going to get the stud spell on me again so she'd be all full just like she likes. She started panting and spread her legs even more, so I got Twilight to do the spell on all of us. She took longer to do it than the other unicorn did,

"Not my fault he was an inferior craftspony," Twilight sniffed, "I just had to get all the measurements right!"

Pinkie giggled.

I wasn't complaining, silly! It's true though, she did a great job. It was weird because all our dicks looked basically the same except color, but they were a little bigger than the one I'd had before and I could tell they were going to make Misty super full just like she likes. Mine got hard as soon as I looked at her, and I could feel all the cum waiting in the balls for her. They were way heavier than that other unicorn's!

"I'm not surprised," Twilight said. "Most of the work the spell does is in making the viable sperm. It's incredibly complicated in the first place, and at this point the spell's become advanced enough that it screens for undesirable recessive gene combinations while creating them. So that's the part of the spell that scales up with the caster's power."

"I didn't understand enough of that for it to be hot," Dash grumbled. "So just let her get on with it!"

I think it just means since Twi's so good at magic, we had tons of cum for Misty. She loves being just full of it everywhere! I really like it in my pussy but it's close enough that we both get hot thinking about it, so that works really well. But tonight was just for her!

So I told Twilight to take her mouth and AJ to take her butt, because I was totally going for her pussy. Only I used code names since she wasn't supposed to know who they were.

"She was real sneaky," Applejack deadpanned, "she called us A and T, nopony'd ever have figured that one out."

Well Misty didn't, she barely knows you. So it worked!

So I crawled under her on the bed to get at her pussy. It was really nice, her nipples were pressing up against mine and her coat was all over me and I felt her pussy dripping on my dick. I left the tip right outside her. I kissed her and we made out for a while and she squirmed all over me, but then I felt Twi settle on the bed. I looked up and saw her pressing her dick towards Misty's muzzle, and she opened it up and took it right in. It was super hot seeing her taking it all in her mouth. I saw her throat bulge out a when she took it deep, and I kissed it hoping they could both feel it.

"I think I could," Twilight said, and blushed, "though I was watching you so it might have been my imagination. It was really nice though."

It made me so hot I decided I needed to be inside her too. I pressed my cock right in. It's the first time I've had one and it felt so neat! I know how wet it gets in there but I've never felt it like that, you know? Your tongue can only go in so far and anyway, it's wet all the time so you don't notice as much. Soon I was all the way inside her and I felt it wet all over me, and felt her dripping on my super full balls, and saw her taking Twilight in her mouth, and I thought it was the best thing ever.

But I was wrong, because then Twilight poured some lube on Misty's ass, and AJ mounted! I felt her going in for sure. It got so much tighter in there, and I felt the pressure along my dick as she sunk all the way in. When she hilted too, it was just amazing. I've only felt that from the other side, and that's great, but this was totally new, it was like I was bucking AJ without even touching her!

She started thrusting, and then everything just...worked. When she went in all the way, she pushed Misty up, so she took Twi in more, but went a bit off me. Then when AJ pulled out, she slipped all the way back down so I was in her to the balls! It was like we were all working together to get her off, but without even planning it!

And wowee, did she get off! I knew Misty could be multi-orgasmic but I'd never seen anything like this, as soon as we got going it seemed like she was just coming all the time, moaning around Twilight's dick and giving AJ and I a heck of a ride. Her sex was clenching all over me! I knew I wasn't going to last very long but I felt like if she was already like that, it wouldn't really matter.

I guess because she has such a sweet little pussy, I started coming first. A stallion orgasm feels totally different! It felt like something rising up in my belly and balls and then I realized what was happening but I didn't even have time to say anything! I just grunted and grabbed her with my hind legs and pulled her down so I was all the way in her and just felt ropes of cum pouring out of me. I like being a mare better, but it was really nice!

I guess I must have pushed AJ over when I locked Misty down with my legs, because just two thrusts later she grunted and I could tell from Misty's groaning that she must be filling her ass up too. But Twilight wasn't yet, so right when I started coming down enough to focus, I moved my muzzle up and started licking and kissing her balls. That must have been enough because I felt them clench and she moaned and started pumping into Misty's throat. Misty did her best but Twilight's spell gave us so much cum, she couldn't swallow it all, and a bunch dripped out onto my neck and face.

We all pulled out and went to regroup, but Misty was just lying there in a daze. Her face was all white from Twilight's stuff, and mine and AJ's were leaking out of her ass and pussy, and it was just sooo hot we were all hard again before we'd even really caught our breath. It's not safe to go vaginal or oral after anal, so we couldn't swap AJ, but I wanted to give her my sperm as many places as I could, so I asked Twilight to swap with me. Twilight went over and got under her like I had, and stuck her dick right inside her. When she was all the way in it was just purple on white and I thought it'd look just like that if Twilight was rutting Rarity, and that made me even hotter!

"Oh my," Rarity said. "But you know I'm not into mares, Pinkie dear."

It's just a fantasy, silly!

"Are you sure, Rarity?" Twilight asked. Applejack nudged her and rolled her eyes. "Oh, no! I wasn't propositioning you, just...Maresey's research indicates almost all mares are able to be aroused by the faces and bodies of other mares, most 'straight' mares just want to be penetrated by a phallus enough that the lack of proper equipment is a deal-breaker. It's the reason the studding spell led to the rise of a nuclear family even though the incidence of true homosexuality or bisexuality among mares was under 30% at the time of her study."

"Do your research some other time, Egghead," Rainbow Dash said, "this story's getting good."

Right! Anyway, I guess AJ liked seeing that too, because she got over there and went right in. It was crazy hot seeing these two rutting my marefriend, so I went right over to her mouth. She was licking Twilight's horn when I got there, but she took my dick in right away. I've never felt anything like that! There's just so much more of it to cover with her mouth, she could get her lips going and her tongue and even her throat. I liked being in her pussy a bit more, but you know me, I've got a thing for that. Her mouth was great too.

I guess since we'd all already gotten off once, we had a bit more endurance. Twi and AJ were just pounding her like crazy, and she was slobbering all over my cock, she took almost all of it in her mouth one time! She was loving it, and writhing around on the bed. Finally she spread her wings out wide and tried to grab Twi with them, but they ran into Twi's wings instead. She stopped sucking me and I looked down and she was still moaning but she looked shocked. Then I remembered she'd been licking Twi's horn just before and I was really worried she was going to freak out. And, well, she kind of did, but not in the bad way.

"Pinkie," she was totally moaning but she got it out, "is there a princess in my pussy?"

"Um, maybe," I told her. And she just started half-laughing, half-moaning. It was the best sound I'd ever heard!

"Oh Celestia, I'm literally getting royally bucked. This is the hottest thing ever. I knew you were friends with the Princess of Friendship but this is amazing. I didn't even tell you I had that fantasy! This is the best present ever!"

She took a lot longer to say it because she had to moan or lick my cock every other word, but that's basically what she said.

"Happy going away party," I said back,and then she pressed my head down with her wings so she could kiss me, then she pushed me back up and started going to town on my dick.

I didn't think she could have gotten it any deeper, but somehow she put the whole thing in her mouth, up to the balls! When Twi and AJ were all the way inside her too, I didn't understand how there was room inside such a little pegasus for so much dick! It was too much for me, and I started cumming hard. I remember seeing AJ's cum fill Twi up so much we could see it last time, but feeling that much coming out of you, while you're all high on pleasure, is really something else. Misty did her best but she couldn't take all of it, and had to pull off and I just sprayed her face and breast with a ton of cum. It dripped down all over Twi's face and neck too.

It must have gotten Misty super hot, because she was just moaning and finally she called out for Twi,

"Princess, cum in my pussy, please. I want your royal seed inside me!"

Twilight moaned right back, "yes, professor." I had to force myself not to laugh because it was so cute how Misty wanted to buck a princess, and Twi wanted to buck a professor!

Then Twi just screamed and started cumming, and so did AJ. I was coming down, so I ran around and watched both of them empty themselves out inside Misty. Even though my cock disappeared when it ran out of cum, it was so hot my pussy was just dripping when theirs disappeared, and little waves of cum came out of Misty, she was so full. I have to admit I thought about seeing you like that too, Rares.

"I'd be okay with seeing that," Fluttershy muttered, and Rarity pretended to faint.

I thought we were gonna be done, but then Misty stopped panting.

"Princess," she said, "can you top Pinkie up on that spell? I want her cum in all three holes, as a reminder for the train ride."

Twilight put on her thinky face.

"I should be able to," she said. "I have enough energy left, and since all the flesh and semen is magically generated it shouldn't strain her body. If you're up for it, Pinkie, I can do it."

"Sure," I said. But my pussy was dripping, and I was super jealous of all the loads inside Misty. So I went over to Twi and AJ and whispered at them, so she wouldn't hear.

"I really want somepony's cum in me too, though," I said. "Can one of you girls do me while I do her?"

Twilight blushed in her super cute way.

"I could," she said. "AJ, do you mind?" Applejack shook her head. "Well, I'm curious what anal sex feels like. Misty seemed to be really enjoying it. Will you buck my rear while I buck Pinkie?"

AJ nodded, of course, and Twi cast the spell again. I could tell there wasn't as much cum in it this time, but it still felt like more than enough to give Misty a nice load in the ass - or get a nice one from Twi' in me.

I walked over and saw Misty still presenting against the bed. She had cum dripping out of her pussy and her rear all over her, and her mare juice was all over her thighs. I somehow got even harder. I got up on her and pressed the tip against her butt and leaned down and whispered in her ear that I loved her, and she turned around and kissed me with the side of her mouth, and I tasted my own cum on her lips. Then I pressed against her ass. I expected it'd be hard to go in, but it was all lubed up with cum from the other two, and I slid right in, smooth as if it was her pussy, though the entrance was tighter and the rest looser. I sunk in it to the balls and then looked over at Twilight.

She hurried over and mounted me. It was a little awkward because we were all getting close to being just on our rear legs, but we made it work, and AJ got herself all the way into Twi's ass, too. It was so good having all that weight pushing Twi's dick into me, and pushing mine into Misty. It took us a little while to get the hang of it, but as soon as we did, it had the same feeling as a tug-of war, teamwork. My friends were helping me rut my marefriend! And were rutting me too! Misty felt it too, and we were all moaning and panting, and all our fur was covered in each others' cum and pressed up together and ooh I wanna get rutted again just thinking about it!

AJ came first, and I could tell because first she moaned even louder and then I felt all her weight coming through Twi to me, and just driving me all the way into Misty. Then Twi whispered in my ear that she was about to give it to me, and I felt that first big rope of her cum pumping into my womb.

You girls know how I feel about that. As soon as that shot hit me I was emptying my balls in Misty, and it felt like there was just this one blast of cum going right through all of us, from AJ's cock through Twilight and me and into Misty like we were like two big ponies having sex, not four. I've never felt anything like it. It's prolly good this is a short session because I'm gonna get myself off as soon as I get back to my room.

And that was it! Twi and AJ got cleaned up and left, and Misty and I cuddled up and slept, but then she had to leave. I'll go see her next weekend but I miss her already.

"That was quite the story, Pinks," Rainbow said, "but I'm still mad you girls didn't invite me."

"We needed the stud spell, and we only had room for three," Pinkie shrugged. "You're cute Dashie, but I'd never ask Twi to come without AJ."

"Whatever," Dash said, "I still think we could have made it work."

"Do you even want to do that sort of thing, Rainbow? I thought you were mares only," Rarity said.

Rainbow looked down at her hooves. "It's a matter of principle, okay?"

"Sorry Dashie," Pinkie said, "I didn't mean to upset you."

"It's okay Pinks," Dash sighed.

"Besides, I thought you'd 'gotten plenty of action', these last two weeks," Applejack said.

"Yeah well, I have but...okay, look, truth is, I've been with almost every mare in Ponyville that's into mares and into me. I dunno, I thought this thing with you girls might give me something more."

"Consarn it Rainbow, I've told you before, I don't want--"

"Girls," Rarity said," not that this isn't important, but I just saw lightning on the horizon. I think we'd better be getting home, or we'll be trapped here."

Everypony agreed, and started to stand, when Fluttershy's quiet but firm voice cut the room.

"Um, would that be so bad?"

Everypony stopped and stared at her.

"We could have a sleep-over. None of us have room for all six of us, but we do here. We could have a real slumber party!"

"I dunno if you've noticed," Rainbow Dash said, "but Pinkie practically started bucking the couch by the end of her story, and I saw AJ nibbling Twi's ear and flicking her with her tail. Pretty sure everypony wants to go get themselves off."

"We all did it together last time," Fluttershy said. Then, very quietly, "I liked that."

Silence settled over the room.

Applejack was blushing hard. "You're sayin'...you want to have a sexy sleepover? You, Shy?"

"Yes, I do. Don't tell me you never thought about it."

Twilight and Applejack looked at each other, remembering their fantasies of the previous week, and said nothing.

"Are we sure this is a good idea?" Rarity asked.

"You can leave if you want," Dash said, "since you're not even into mares and all. But Flutters doesn't want to go home, and I'm not gonna leave her hanging."

"I'm always up for a sleep-over!" Pinkie said.

Twilight and Applejack turned to each other, thinking. Then both nodded to each other.

"We're in," Twilight said.

Everypony turned to look at Rarity.

"Oh very well," she sighed. "Thunderlane isn't available tonight anyway, he's supervising the storm. Besides, somepony has to stay and make sure you don't all end up getting carried away and impregnating Pinkie Pie or the like."

"Yay," Fluttershy said, quietly.

"Come on, Applebloom," Scootaloo called, "the storm's about to start, we've gotta go!"

"But it's just getting good," Apple Bloom called back. She was perched on the edge of the chimney of Sugarcube Corner, where the fillies had discovered there was a gap in the soundproofing spell, and the words of the mares in the conference room drifted up, softly. "I'm sure we're about to solve the mystery!"

"Why'd you think that?" Sweetie Belle said. "I didn't know what most of those words meant!"

"I told you you should come to the farm more often," Apple Bloom said. "I didn't know the words, but they were talking about mating! I think there's something going on between them! I'm sure we'll hear it during their sleepover!"

"We won't be able to hear anything in the storm, and we'll just get swept off the roof! This stunt is crazy even for me," Scootaloo said.

Apple Bloom grinned down at them. "Yeah, but I just figured it out. We don't need to be on the roof. We can sneak in and hide in the dumbwaiter! We might even be able to sneak into the rafters or something!"

"I dunno," Sweetie Belle said, though the excitement of the idea was beginning to take her. "That sounds awfully risky."

"But we'd get our spy cutie marks for sure!"

"Scoots, you decide," Sweetie said, "I can't make up my mind."

Scootaloo thought for a long time, then decided.

Author's Note

Sorry for the long wait on this one folks; was writer's blocking pretty bad on my original plan for the meta-narrative and ended up revising. Also my April was as busy as March. Hope y'all didn't think I was dead or something.

Now we've come to another audience vote situation! At some point ponies outside the main six are going to get more involved in this narrative, but I'm not particularly dedicated to spreading the love/corruption to the CMC. It's up to you if you think they'd be a good addition to the story. Here's some stuff to keep in mind:
-They will not be involved with the main six or other full-grown ponies
-Their general arc would be about discovering their own sexuality prompted by spying on this sleep-over
-They might or might not become involved with others of their peers: Spike, Snips and Snails, Diamond Tiara, etc.

Again, I am not dedicated to including or excluding them; I remember my own younger years well enough not to mind some sexual-awakening-narrative, but I get some people are turned off by this. Even if the vote includes them, their presence will be noted in my usual chapter tags so you can avoid them if you like, and I'll provide summaries of whatever narrative occurs in case you do.

So, that said: you may vote on Scootaloo's reaction. If Scootaloo decides they shouldn't spy, the CMC will return to their innocent crusading. If Scootaloo decides they should sneak into the dumbwaiter, they will witness in some capacity some of the events of next chapter, and be prompted to begin exploring sex for themselves.

The choice is yours!

Night 4 Post-Game: Sleep Over, Part 1

"We won't get our cutie marks by not doing things," Scootaloo finally said. The wind was whipping up as the storm approached, and she stood closer to her friends to be heard over the gusts and occasional distant rumble of thunder. "What if this is our only chance, and if we go home, we never get our marks?"

"You're right," Sweetie nearly hopped off the roof in newfound excitement, and was saved only by Apple Bloom stepping in the way. "Eep! Let's get down and get in that dumbwaiter. Cutie Mark Crusader Infiltrators, yay!"

"I'm not sure it counts as infiltrating if the Cakes told us where the spare key is," Apple Bloom said.

"Whatever! Cutie Mark Crusader Spies, then! Come on, AB, before we get wet!"

"From what they were saying down there, seems like getting wet's a good thing," Scootaloo said.

"Uh, I don't think they were talking about rain, Scoots," Apple Bloom was blushing, as was Sweetie beside her.

"Whatever, let's go, I'm sure once we're there we can figure out what they meant."

Sweetie and Apple Bloom looked at each other for a moment and sighed, then all three began clambering down from the roof.

They quickly retrieved the spare key from the planter by the door and crept in. The dumbwaiter's door was freshly oiled, and slid open silently. Though the Crusaders didn't know it, this was in preparation for the upcoming Princess Summit, when the Cakes wanted everything to be in royal condition.

The interior of the dumbwaiter was empty, as expected, but now that they were looking at it, seemed far smaller than the Crusaders had imagined.

"How're we all gonna fit in there?" Apple Bloom said. "I'm not even sure it's wide enough for two of us."

"We'll be fine," Scootaloo said, pressing inside, "I'm sure it just looks small." She managed to fit all the way in and turn around, but Apple Bloom was even less convinced they'd fit three wide.

Nonetheless, Sweetie started wriggling in next to their pegasus friend. She got in easily enough, but had to contort so much to turn around and face the door again that she nearly flopped upside down in the middle of the effort.

"Uh, girls, there's no way I'm getting in there beside you," Apple Bloom said.

"Yeah, you're right," Scootaloo sighed. "Maybe once we get up there Sweetie and I can sneak out into the room or the rafters and send the thing back down?"

"No way," Sweetie said, "we can't abandon Apple Bloom! Besides, this thing's pretty tall. If we stand all the way up, you think you can get in below us, AB?"

Apple Bloom looked askance at the small space. "Maybe?" The other two stood, and did seem to have plenty of clearance still above them. She took a deep breath. "Here goes."

Scootaloo and Sweetie Belle's coats were warm and rough against her head, and several times they giggled as her ears and fur tickled their bellies. She had trouble working her legs below them, and ended up nearly lifting them free of the floor of the dumbwaiter on her back before she got far enough in to fold her legs fully beneath her. Eventually, though, she managed to cram herself in well enough they could close the door.

Sweetie hauled them silently up with her magic, and they heard the voices of the older ponies start suddenly as they passed the edge of the magical soundproofing spell. The mares were speaking normally, even excitedly, and the covering noise emboldened the fillies.

"Open it up, AB," Scootaloo hissed. "Just a crack, but I want to see them!"

Apple Bloom cracked the door, just enough for her, and Sweetie, who was above her forequarters, to peer out into the room. She discovered, though, that all six had congregated on the far side of the table. The ornate tablecloth, stretching all the way to the floor, obscured their view of events on the far side.

"Consarn it," Apple Bloom said, "that tablecloth's in the way."

"You can't see anything at all?" Scootaloo sighed, and Sweetie grunted the affirmative. "Wait...did you say tablecloth?"

"Yeah," Sweetie said, "a real nice one but it goes all the way to the floor. Why? Oh, wait, you think..."

"Yeah," hissed Scootaloo. "Come on Sweetie, open the door! We can totally make a run for it while they're still talking!"

Apple Bloom had serious reservations about this plan, but before she could voice them, the door slid silently open under Sweetie's magic, and her two friends tumbled out over her onto the plush, and thankfully sound-dampening, carpet. They both rose from their roll and darted towards the table, and Apple Bloom felt herself following, an instinct honed by too many misadventures. She wriggled carefully under the tablecloth and stopped, expecting the glow of Rarity or Twilight's magic to lift it at any moment and expose them.

But instead the cheerful voices of the older mares continued, and after a moment Apple Bloom's breathing and heartbeat returned to normal. She couldn't see anything in the darkness under the table except a few inches of light where it didn't quite reach the floor. That line of light was blocked in two places, each roughly the size of one of her friends, and it seemed they were doing their best to spy into the room through it. She crawled forward to lie between them, and pressed her head to the ground. She looked out into the room, and started listening to exactly what the other ponies were saying.

"You said your first sleepover was with Rarity and AJ, right Twi?" Rainbow Dash was sprawled out on her back, looking less focused than she'd been during story time. The six mares had moved all the couches together on the far side of the table, pushing them up against each other into a sort of large impromptu bed. Though they were all just idly chatting, knowing the whole night lay before them, the smell of arousal still lay heavy in the air.

"Mm-hm," Twilight said. "I got some invitations at school but, well...you know."

"Yeah, yeah, workaholic recluse," Dash shrugged. "But that means this is your first real sleep-over! That's awesome!"

"I beg your pardon," Rarity glared at her. "Just what is that supposed to mean? I think Applejack and I were wonderful company." Applejack cleared her throat, and Rarity had the good grace to blush. "Well, eventually, anyway."

"That was like, a foal sleepover. AJ told me all about it. Twilight had a checklist for what to do! And you actually slept!"

"Well I'm sure I don't know what the alternative is. If this is Twilight's first 'real' sleepover, it's mine as well. That one was the first I've had since I was a foal myself."

"Same here," Applejack said, "I dunno why you think that's such a big deal."

"Celestia, what kind of lives have you ponies had? Help me out Shy, you had some real sleepovers at flight school, right? Like sneaking into someone else's dorm?"

"Um," Fluttershy said, "no. I got invited to a few but they sounded scary. They had cider, and colts!"

"Of course they had cider and ponies you were attracted to. That's the whole point!"

"We don't have any cider here, though," Pinkie said, "Sugarcube Corner doesn't have alcohol."

"I know but...ugh, forget it! You ponies are hopeless!"

"Well I reckon we'll keep being hopeless unless you tell us what the buck you mean, Rainbow Dash!" Twilight reached a wing over and pulled Applejack back to the couch next to her.

"I just meant it's totally different when you have sleepovers after puberty," Rainbow sighed. "It's like...it's own kind of magic, you know? You see those ponies every day but then you're there at night, and you've got all these new hormones and sexual tension and it's like anything could happen! Like the start of a fantasy or something."

"Rainbow," Twilight said, "I'm impressed, I didn't know you could be that eloquent. But, uh, I think this one's a bit different. We don't have any new hormones, and we've been telling each other about our sexual exploits for weeks now. And some of us have already resolved our sexual tension," she nuzzled Applejack, who grinned.

Rainbow Dash sighed. "I know. But still, I feel like that, a little. I dunno, those were just some of my favorite times at flight school. I guess I was hoping to relive a bit."

"I think that's very sweet," Fluttershy said. "I'll help. What did you do at those sleepovers?"

"Well," Rainbow said, perking up a bit, "we usually played some card or board games for a while, you know, break the ice a bit, but we had Pinkie's story and now we've been talking so I guess the ice is broken. And we drank, but we don't have drinks here, and I'm kind of over that kind of drinking anyway. But the real party always started the same way: someone called Truth or Dare."

"We played Truth or Dare at our sleepover," Twilight frowned. "It was fun at the time because it's a thing you do, but it was kind of silly in retrospect."

"Then you were playing the foal version," Rainbow said. "The first time a filly went down on me it was on a dare."

"Oh my," Rarity flushed. "That sounds like quite the story."

"Not really," Rainbow sighed. "It was pretty lame. Neither of us had any idea what we were doing, we were giggling the whole time, and she'd barely gotten her tongue on me before the colts came in wanting to watch and we got distracted fighting with them." She looked at her hooves. "I guess most of 'em ended up like that really. It was just the thrill of not knowing they would."

Next to Twilight, Applejack was staring at their friend. Twilight was similarly shocked to find Dash in such an introspective mood. She felt she should say something to cheer her friend up, but before she could, Fluttershy spoke.

"Rainbow Dash," she said clearly, "truth or dare?"

"Huh?" Rainbow looked up at her and blinked.

"Truth or dare?"

Rainbow grinned. "Dare, obviously!"

"I dare you to kiss me."

"Wait...what, Shy? I thought you...I mean, aren't you into stallions?"

Fluttershy was blushing, and Twilight could tell she was fighting the urge to hide under the table.

"I gave you your dare. If you want to ask me questions, wait for me to pick truth. Are you turning down the dare?"

Rainbow didn't even bother to let her hooves touch the couch, reaching Fluttershy in a single flap of her wings. She pressed her muzzle up against her friend's, and Twilight could see it was slightly open. Fluttershy's eyes widened, then she closed them and Twilight saw her mouth open too.

They moved against each other for a long time, and Pinkie let out a low whistle. Rarity fanned herself. Next to Twilight, Applejack was open-mouthed and wide-eyed. Twilight hugged her with her wing, suddenly aware again of her arousal. Finally they broke. Pinkie let out a cheer. Fluttershy was blushing, and to Twilight's surprise, so was Rainbow Dash.

"Uh, AJ," Rainbow's voice cracked a bit, "truth or dare?"

"Woah," Sweetie Belle whispered, "I guess we've never had a real sleepover either."

Apple Bloom could only nod. She'd felt arousal before, of course, over the year or so since she'd hit puberty, but rarely like this. And the evening just seemed to be getting started.

"It's not fair," Scootaloo muttered, "how come Fluttershy gets to kiss Rainbow Dash?"

"You want to go out there and ask to join them?" Apple Bloom hissed at her. "Better than being so noisy they find us!"

Scootaloo shut up, and they went back to watching.

"Truth," Applejack said.

"Okay, I dare you to...wait, truth?"

"You heard me, sugarcube."

"Yeah, but I thought you weren't lame," Dash lamented.

"Play the game, Rainbow."

"Fine, I'll play all right. Truth then. Why don't you want to hook up with me? And don't say it's 'cause of Twi, because it's been way longer than that."

Applejack sighed. "You really want to do this now, Dash?"

Rainbow Dash just lay down on her belly and folded her forelegs over each other.

"Fine, but it's not gonna be what you want. I don't wanna 'hook up' with anypony. I always wanted what I've got with Twilight here," she snuggled closer, "a marefriend I love. And I do love you Rainbow, Celestia knows why, I love all you girls, and so does Twi. We told each other that before we made love the first time. But if I slept with you I wouldn't wanna go fast and hard, then go home. I'd want foreplay. I'd wanna kiss you before, and sleep next to you after. And that's not what you want, and that's okay, but don't start being a jerk about it. We just want different things, is all."

Rainbow looked away, and didn't say anything. Fluttershy tried to move closer to her, but she rolled over, an unconvincing look of nonchalance on her face. Applejack looked like she wanted to say more, but shook her head.

"Rares," she said instead, "truth or dare?"

Rarity also shook her head and blinked. "Oh, of course. Truth, I suppose."

"Hmmm," Applejack said. "Alright. During Pinkie's story, Twi was talking about somepony who did a sex study--"

"Maresey," Twilight cut in, "a real groundbreaker in the early scientific period!"

"Right," Applejack glared at her, but spoiled it with a smile, "well, it sounded like she thought maybe you weren't into stallions so much as into dicks. Do you think she's right? Does the thought of one of us rutting you with the studding spell sound hot? Like say Fluttershy?"

Rarity blushed, and Fluttershy eeped. "Oh dear, I suppose I deserved this one. Well, of course, I'm spoken for at the moment, and wouldn't want to cheat on Thunderlane. I told him about these meetings, and he rather likes the idea of us fooling around like last time, but I'd never do anything without asking him."

"Hold on," Twilight said, "you didn't answer the question. She didn't ask if you'd do it, she asked if it sounded hot. You have to tell the truth, it's a Truth! So what do you say? Does getting rutted by Fluttershy's magical penis turn you on?"

Rarity looked away, then sighed. "Yes," she finally said, and everypony laughed except Fluttershy, who buried her face in a pillow. Interestingly, though, Twilight noticed her lifting her tail and wiggling her rump even as she did so.

"Okay," Scootaloo hissed, "seriously, what do they mean? What's a penis, and why would it matter if Fluttershy's is magical?"

"How do you not know this stuff, Scoots?" Apple Bloom whispered. "I thought everypony knew how sex worked! Sweetie, you know what they're talking about, right?"

Sweetie didn't immediately answer, and Apple Bloom looked over to find her staring wide-eyed, looking nearly catatonic.

"I know," she finally whispered. It occurred to Apple Bloom that perhaps she'd taken her sister's admission poorly.

"We'll tell you later Scoots," Apple Bloom whispered, "it's too complicated for now! 'Sides, I think they might show you, with how they're going."

"Pinkie Pie," Rarity said, cutting through the giggles, "truth or dare?"

"Ooooh goodie, my turn!" Pinkie bounced around the makeshift bed, tail flopping lewdly. "Ummm, I dunno what to pick...they both sound so fun...let's go with...truth!"

"Hmmm," Rarity pondered. "I have to say, I'm not sure what to ask. I can't imagine there's much you wouldn't tell us if we asked normally."

Pinkie just grinned, waiting.

"That's not the point, Rares," Rainbow Dash rolled her eyes at her. "You're supposed to pick something scandalous or sexy! It doesn't matter if they'd answer normally, it's just something fitting of the atmosphere. Truth is all about setting the mood. It's like...foreplay." She glanced at Applejack, then quickly away.

"Very well then. Pinkie, we all know that you're, ah, fond of impregnation fantasies. So, pretend you must pick one of us to get Twilight's spell and father your foal, right now. Who do you pick?"

Pinkie sat down on her haunches, still smiling, but her eyes were wide.

"Oooh," she said, "that's a good one, Rares! You're all so hot!" She glanced at each of her friends, grinning. "But I think I'd have to pick...Twilight! It felt great when she bucked me last night, and I know she's got that alicorn fertility magic that'd put me in season, knowing for sure I'd get knocked up is such a huge turn-on. Besides, she's the only one who knows the spell, and I'd feel like a bad friend making her cast it on somepony else, you know?"

"I wouldn't mind," Twilight giggled, "but thank you, Pinkie."

"Okay," Scootaloo whispered, "I know I don't know as much as you two, but what are they talking about? Mares can't have foals with mares, right?"

"Sure they can," Sweetie whispered back, "there's a spell. It's in a bunch of Rarity's romances. Gives a mare stallion parts, that's what a penis is, just for a bit."

Apple Bloom hadn't know anything about the studding spell, and found herself more excited than she'd expected by the idea. Suddenly a vision of Sweetie Belle with a firm cock sprung into her head, and despite wanting to call it disturbing, she found she didn't mind. Covering her confusion, she elbowed her friends to quiet them down.

"Okay Twilight, since you're going to give me a foal, you might as well ask me for a truth or dare, too!" Pinkie said.

Twilight grinned. "I guess I'd better pick truth, I'm not ready to be a dad just yet."

Pinkie giggled back at her. "Okie dokie! Hmmmm...Applejack said you both love all of us. Do you mean like, love-love? If one of us had gone home with you instead of her, would you have thought about dating us?" Twilight looked at her and started to answer, but Pinkie cut her off. "Oh, I guess that's kind of like four questions, huh, so it's kinda cheating? Fine. What if Rainbow'd gone home with you instead?"

Twilight thought for a while, and looked over at Applejack, who grinned at her.

"It's okay sugarcube," she whispered, "I know you like us all, it's fine if you think she's hot. Hay, I do too, she's just too...Rainbow Dash."

Twilight nodded. "I was really horny that night," she blushed, "I invited Applejack in and all but told her I wanted her to come to bed with me. Rainbow's a great looking pony, I think I might have asked her in too. But she's different from Applejack too. I don't think she'd have wanted to be my marefriend. I might have been hurt she didn't." She shook her head. "But I guess that's not the question. Would I have hooked up with Rainbow Dash that night? Probably." She turned to Fluttershy. "Fluttershy, truth or dare?"

"Oh, uh," Fluttershy thought for longer than Twilight expected. Finally she went with truth, which Twilight had thought she'd pick immediately.

"Okay. You seemed pretty into kissing Rainbow Dash there, but you said you were into stallions. Are you in the same boat as Rarity? Were you imagining her with the studding spell?"

"Oh," Fluttershy blushed, "n-no. I've just wanted to kiss Rainbow for a long time, even though she's a mare. I think because I've known her so long."

"Interesting," Twilight said. "It sounds like you're in love with her, but not sexually attracted to her."

"You only get one question," Fluttershy stuck out her tongue, and Twilight laughed at the absurdity of it. "Rarity, truth or dare."

"Well," Rarity said, "I suppose if truth is foreplay, I must pick dare sometime, and at least I know I'm in good hooves with you, Fluttershy dear. Dare."

"I dare you to let me lick your marehood." Everypony stared and gaped. "Um, if you think that's okay. With Thunderlane I mean. I've just only ever tasted my own off my hoof, to try it out, and I want to know if yours is the same. Just a few licks."

Rarity was staring at her, blushing furiously, but she finally sighed and gave a small smile.

"He said it was fine if I told him about it after. I think he rather enjoys the fantasy. And I suppose I did ask for a dare." She lay on her back and let her tail fall on the bed, pointing her haunches towards the end of the bed facing the table. Her dark sex glistened between her pearly thighs.

"I must admit the 'foreplay' has been effective, you'll get a good taste," she said.

Fluttershy hesitated, then slid over next to her. She looked at Rarity for a moment, who smiled up at her encouragingly, then leaned down and ran her tongue along the whole length of Rarity's pussy several times, dipping lightly inside to scoop out the nectar. Rarity moaned and twitched her legs. Fluttershy pulled back and licked her lips, eyes narrow.

"It does taste different," she muttered.

"Well now Rainbow Dash," Rarity panted, "I don't know why you say just the truths are foreplay."

Rainbow laughed. "Usually the dares aren't that quick."

Due to their position under the table, Rarity's most private treasures, and Fluttershy's sampling thereof, had been directly facing the Cutie Mark Crusaders.

"Oh gosh," Sweetie whimpered, "that's my sister. Why is this making me so hot?"

"Your sister's pretty hot, Sweetie," Apple Bloom whispered back.

"I know but...she's my sister!"

This time Scootaloo was the one to nudge Apple Bloom to quiet down. She did, but the smell of arousal seemed stronger now, and closer.

"Very well then," Rarity said, "Rainbow Dash, truth or dare."

"Like you have to ask," Dash grinned. "I'm going with dare."

"Oh I was so hoping you'd say that. I dare you to be a dear and come over and finish what Fluttershy started."

Twilight found her jaw slack. Fluttershy gasped and buried her head again, and Pinkie did her best shocked expression, presumably hoping to fit in.

"But, uh, aren't you straight?"

"Don't get me wrong, darling. I've never had a fantasy about a mare, or seen one on the street and been interested. But I've been hearing about sex all night, and I just had Fluttershy's lovely tongue inside of me. Apparently Twilight's right and most ponies are only mostly one thing or the other. I'm sure science will appreciate knowing, but right now all I can think about is whether you're going to take this dare, or I'm going to take care of this myself."

"I never turn down a dare!" Rainbow Dash was next to her in a flash, and without further ado buried her muzzle between Rarity's legs. The angle wasn't perfect, and she held her lips closer than Fluttershy had, but Twilight could see both sets of lips moving as Dash enthusiastically pleasured Rarity. Next to her, Applejack craned to see as well. Twilight felt herself dripping on the couch. Applejack moved her hind leg casually beneath her, and Twilight adjusted to let her press it up against her own dripping sex. She stifled a moan. Rarity wasn't doing the same. She panted, groaned, and writhed in a most unladylike manner as Rainbow went about her work.

"Oh wow," Scootaloo whispered, barely audible over the sounds of Rarity's pleasure, "is this what you girls meant by the other kind of wet?"

"If you mean between your legs," Apple Bloom replied, "then yeah. How have you never been aroused before, Scoots?"

"I have! It's just never been this intense before!"

"Of course you need Rainbow Dash to be there to really get into it," Sweetie said.

"You were just saying you liked looking at your sister!"

"Girls," Apple Bloom tried to cut off the argument, "I really like looking at both. It's going to be a long night keeping quiet down here."

"We should have a real Crusaders sleepover tomorrow night," Sweetie Belle said.

Rarity cried out as she came, and clamped her legs over Rainbow's head, pulling her down as she writhed in pleasure. Fluttershy looked away, blushing furiously, while the others looked on. Finally Rarity released Rainbow Dash, who pulled her head free with a wide grin.

"Yes, well," Rarity refused to look anypony in the eye, "I see what you mean, Rainbow. That was a much more involved dare." Rainbow just licked her lips with exaggerated lewdness, and turned to Twilight.

"Twi, truth or dare?"

Twilight thought for a moment. She didn't want to hold back the progression of the game, but she wasn't sure what Rainbow would do if she picked dare after Rarity's recent choice.

"I don't mind if you go for dare," Applejack whispered in her ear.

"Dare," she said, emboldened.

"Rainbow," Pinkie said, before Dash could speak, "I want to use the dare you owe me."

"What? Pinks, I'm about to give Twilight a dare!"

"I know, silly! I'm using my dare to dare you to give her the dare I want you to give her!"

"What?"

Pinkie bounced over and whispered in Rainbow's ear. Dash rolled her eyes, but nodded.

"Fair's fair, I guess, I owe you a dare. Fine. Twilight, I dare you to kiss me."

"That's your dare, Pinkie?" Applejack stared at her. "Why, that's tamer than what she would have picked herself! What's your game?"

Pinkie just grinned back.

"Okay," Twilight said, "a dare's a dare." She moved over towards Rainbow Dash, and leaned in. Their lips met, and she prepared herself. She was sure Dash would kiss like she serviced Rarity: full of flash and style, but without tenderness.

Rainbow's lips brushed hers, and she opened them just a bit, gently. Twilight opened her own mouth a little in surprise, and she felt Rainbow gently press their muzzles together. Slowly she moved into the kiss, taking it easy. Their lips danced, then hesitantly Dash moved out just a bit of her tongue. Twilight responded, and they played them against each other.

It was nothing like what she'd expected. It was slow and tender, as much as kissing Applejack was, and in it she thought she felt a thousand things Rainbow Dash herself would never admit to feeling. She pulled back in wonder, and whispered in Dash's ear.

"Rainbow, do you--"

Rainbow cut her off with another tender kiss, then moved her lips next to Twilight's ear.

"Of course I do, egghead," she whispered. "I'd have dated you, too. Any of you." She pulled back, and the bravado was back, as always, the cocky grin of the mare who'd been through all the pussy in Ponyville.

Twilight's mind was reeling. She suddenly knew she had to make Applejack understand how wrong they'd been. She didn't want to reveal a secret Rainbow wasn't able to make herself share freely, though...

"Applejack," she said with careful emphasis, "truth or dare."

"Well, I recon for you, sugarcube, I can take the dare."

"I dare you to kiss Rainbow Dash."

Applejack's eyes widened. "That good, eh? Hoping I'll learn something?"

"Maybe Rarity just made me realize I like to watch." Despite the quip, Twilight hoped Applejack had noticed them whispering, at least enough to realize there was something up.

Not that she didn't, in fact, like to watch. Their kiss looked every bit as tender and loving as Twilight's own had been, though she wasn't sure she'd be able to tell if she weren't looking for it. Watching it made her heart wistful and her sex warm. As they broke, Twilight looked into Dash's opening eyes, and was gratified to see her whisper something in Applejack's ear, with a slight blush.

"Well now," Applejack settled back in next to Twilight and murmured to her, "if that don't beat all. Pinkie," she spoke, louder, "truth or dare?"

Author's Note

Sorry to break this one up, but this chapter's getting quite long, and this plot point seems like a good one to break on. Next chapter will have more extensive sexy times, I promise!

Night 4 Post-Game: Sleep Over, Part 2

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

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

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

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

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

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

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

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

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

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

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

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

Apple Bloom reconsidered. This was perfect.

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

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

"Very nice, darling," Rarity said.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Everypony nodded, though Rainbow Dash especially looked downcast.

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

Everypony nodded again, more enthusiastically this time.

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

"Okie dokie!"

Then Twilight lit her horn, and they were gone.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The pressure vanished.

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

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

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

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

"I wanna try, anyway," she said.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Then her eyes widened.

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

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

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

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

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

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

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

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

Rainbow looked down. "More or less."

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

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

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

Rainbow nodded, still looking at her hooves.

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

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

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

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

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

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

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

"Like a date?" Rainbow said.

"Exactly like a date," Applejack said.

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

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

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

Author's Note

Hey there!

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

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

Thanks all for reading, as always.

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

"You said your first sleepover was with Rarity and AJ, right Twi?" Rainbow Dash was sprawled out on her back, looking less focused than she'd been during story time. The six mares had moved all the couches together on the far side of the table, pushing them up against each other into a sort of large impromptu bed. Though they were all just idly chatting, knowing the whole night lay before them, the smell of arousal still lay heavy in the air.

"Mm-hm," Twilight said. "I got some invitations at school but, well...you know."

"Yeah, yeah, workaholic recluse," Dash shrugged. "But that means this is your first real sleep-over! That's awesome!"

"I beg your pardon," Rarity glared at her. "Just what is that supposed to mean? I think Applejack and I were wonderful company." Applejack cleared her throat, and Rarity had the good grace to blush. "Well, eventually, anyway."

"That was like, a foal sleepover. AJ told me all about it. Twilight had a checklist for what to do! And you actually slept!"

"Well I'm sure I don't know what the alternative is. If this is Twilight's first 'real' sleepover, it's mine as well. That one was the first I've had since I was a foal myself."

"Same here," Applejack said, "I dunno why you think that's such a big deal."

"Celestia, what kind of lives have you ponies had? Help me out Shy, you had some real sleepovers at flight school, right? Like sneaking into someone else's dorm?"

"Um," Fluttershy said, "no. I got invited to a few but they sounded scary. They had cider, and colts!"

"Of course they had cider and ponies you were attracted to. That's the whole point!"

"We don't have any cider here, though," Pinkie said, "Sugarcube Corner doesn't have alcohol."

"I know but...ugh, forget it! You ponies are hopeless!"

"Well I reckon we'll keep being hopeless unless you tell us what the buck you mean, Rainbow Dash!" Twilight reached a wing over and pulled Applejack back to the couch next to her.

"I just meant it's totally different when you have sleepovers after puberty," Rainbow sighed. "It's like...it's own kind of magic, you know? You see those ponies every day but then you're there at night, and you've got all these new hormones and sexual tension and it's like anything could happen! Like the start of a fantasy or something."

"Rainbow," Twilight said, "I'm impressed, I didn't know you could be that eloquent. But, uh, I think this one's a bit different. We don't have any new hormones, and we've been telling each other about our sexual exploits for weeks now. And some of us have already resolved our sexual tension," she nuzzled Applejack, who grinned.

Rainbow Dash sighed. "I know. But still, I feel like that, a little. I dunno, those were just some of my favorite times at flight school. I guess I was hoping to relive a bit."

"I think that's very sweet," Fluttershy said. "I'll help. What did you do at those sleepovers?"

"Well," Rainbow said, perking up a bit, "we usually played some card or board games for a while, you know, break the ice a bit, but we had Pinkie's story and now we've been talking so I guess the ice is broken. And we drank, but we don't have drinks here, and I'm kind of over that kind of drinking anyway. But the real party always started the same way: someone called Truth or Dare."

"We played Truth or Dare at our sleepover," Twilight frowned. "It was fun at the time because it's a thing you do, but it was kind of silly in retrospect."

"Then you were playing the foal version," Rainbow said. "The first time a filly went down on me it was on a dare."

"Oh my," Rarity flushed. "That sounds like quite the story."

"Not really," Rainbow sighed. "It was pretty lame. Neither of us had any idea what we were doing, we were giggling the whole time, and she'd barely gotten her tongue on me before the colts came in wanting to watch and we got distracted fighting with them." She looked at her hooves. "I guess most of 'em ended up like that really. It was just the thrill of not knowing they would."

Next to Twilight, Applejack was staring at their friend. Twilight was similarly shocked to find Dash in such an introspective mood. She felt she should say something to cheer her friend up, but before she could, Fluttershy spoke.

"Rainbow Dash," she said clearly, "truth or dare?"

"Huh?" Rainbow looked up at her and blinked.

"Truth or dare?"

Rainbow grinned. "Dare, obviously!"

"I dare you to kiss me."

"Wait...what, Shy? I thought you...I mean, aren't you into stallions?"

Fluttershy was blushing, and Twilight could tell she was fighting the urge to hide under the table.

"I gave you your dare. If you want to ask me questions, wait for me to pick truth. Are you turning down the dare?"

Rainbow didn't even bother to let her hooves touch the couch, reaching Fluttershy in a single flap of her wings. She pressed her muzzle up against her friend's, and Twilight could see it was slightly open. Fluttershy's eyes widened, then she closed them and Twilight saw her mouth open too.

They moved against each other for a long time, and Pinkie let out a low whistle. Rarity fanned herself. Next to Twilight, Applejack was open-mouthed and wide-eyed. Twilight hugged her with her wing, suddenly aware again of her arousal. Finally they broke. Pinkie let out a cheer. Fluttershy was blushing, and to Twilight's surprise, so was Rainbow Dash.

"Uh, AJ," Rainbow's voice cracked a bit, "truth or dare?"

"Truth," Applejack said.

"Okay, I dare you to...wait, truth?"

"You heard me, sugarcube."

"Yeah, but I thought you weren't lame," Dash lamented.

"Play the game, Rainbow."

"Fine, I'll play all right. Truth then. Why don't you want to hook up with me? And don't say it's 'cause of Twi, because it's been way longer than that."

Applejack sighed. "You really want to do this now, Dash?"

Rainbow Dash just lay down on her belly and folded her forelegs over each other.

"Fine, but it's not gonna be what you want. I don't wanna 'hook up' with anypony. I always wanted what I've got with Twilight here," she snuggled closer, "a marefriend I love. And I do love you Rainbow, Celestia knows why, I love all you girls, and so does Twi. We told each other that before we made love the first time. But if I slept with you I wouldn't wanna go fast and hard, then go home. I'd want foreplay. I'd wanna kiss you before, and sleep next to you after. And that's not what you want, and that's okay, but don't start being a jerk about it. We just want different things, is all."

Rainbow looked away, and didn't say anything. Fluttershy tried to move closer to her, but she rolled over, an unconvincing look of nonchalance on her face. Applejack looked like she wanted to say more, but shook her head.

"Rares," she said instead, "truth or dare?"

Rarity also shook her head and blinked. "Oh, of course. Truth, I suppose."

"Hmmm," Applejack said. "Alright. During Pinkie's story, Twi was talking about somepony who did a sex study--"

"Maresey," Twilight cut in, "a real groundbreaker in the early scientific period!"

"Right," Applejack glared at her, but spoiled it with a smile, "well, it sounded like she thought maybe you weren't into stallions so much as into dicks. Do you think she's right? Does the thought of one of us rutting you with the studding spell sound hot? Like say Fluttershy?"

Rarity blushed, and Fluttershy eeped. "Oh dear, I suppose I deserved this one. Well, of course, I'm spoken for at the moment, and wouldn't want to cheat on Thunderlane. I told him about these meetings, and he rather likes the idea of us fooling around like last time, but I'd never do anything without asking him."

"Hold on," Twilight said, "you didn't answer the question. She didn't ask if you'd do it, she asked if it sounded hot. You have to tell the truth, it's a Truth! So what do you say? Does getting rutted by Fluttershy's magical penis turn you on?"

Rarity looked away, then sighed. "Yes," she finally said, and everypony laughed except Fluttershy, who buried her face in a pillow. Interestingly, though, Twilight noticed her lifting her tail and wiggling her rump even as she did so.

"Pinkie Pie," Rarity said, cutting through the giggles, "truth or dare?"

"Ooooh goodie, my turn!" Pinkie bounced around the makeshift bed, tail flopping lewdly. "Ummm, I dunno what to pick...they both sound so fun...let's go with...truth!"

"Hmmm," Rarity pondered. "I have to say, I'm not sure what to ask. I can't imagine there's much you wouldn't tell us if we asked normally."

Pinkie just grinned, waiting.

"That's not the point, Rares," Rainbow Dash rolled her eyes at her. "You're supposed to pick something scandalous or sexy! It doesn't matter if they'd answer normally, it's just something fitting of the atmosphere. Truth is all about setting the mood. It's like...foreplay." She glanced at Applejack, then quickly away.

"Very well then. Pinkie, we all know that you're, ah, fond of impregnation fantasies. So, pretend you must pick one of us to get Twilight's spell and father your foal, right now. Who do you pick?"

Pinkie sat down on her haunches, still smiling, but her eyes were wide.

"Oooh," she said, "that's a good one, Rares! You're all so hot!" She glanced at each of her friends, grinning. "But I think I'd have to pick...Twilight! It felt great when she bucked me last night, and I know she's got that alicorn fertility magic that'd put me in season, knowing for sure I'd get knocked up is such a huge turn-on. Besides, she's the only one who knows the spell, and I'd feel like a bad friend making her cast it on somepony else, you know?"

"I wouldn't mind," Twilight giggled, "but thank you, Pinkie."

"Okay Twilight, since you're going to give me a foal, you might as well ask me for a truth or dare, too!" Pinkie said.

Twilight grinned. "I guess I'd better pick truth, I'm not ready to be a dad just yet."

Pinkie giggled back at her. "Okie dokie! Hmmmm...Applejack said you both love all of us. Do you mean like, love-love? If one of us had gone home with you instead of her, would you have thought about dating us?" Twilight looked at her and started to answer, but Pinkie cut her off. "Oh, I guess that's kind of like four questions, huh, so it's kinda cheating? Fine. What if Rainbow'd gone home with you instead?"

Twilight thought for a while, and looked over at Applejack, who grinned at her.

"It's okay sugarcube," she whispered, "I know you like us all, it's fine if you think she's hot. Hay, I do too, she's just too...Rainbow Dash."

Twilight nodded. "I was really horny that night," she blushed, "I invited Applejack in and all but told her I wanted her to come to bed with me. Rainbow's a great looking pony, I think I might have asked her in too. But she's different from Applejack too. I don't think she'd have wanted to be my marefriend. I might have been hurt she didn't." She shook her head. "But I guess that's not the question. Would I have hooked up with Rainbow Dash that night? Probably." She turned to Fluttershy. "Fluttershy, truth or dare?"

"Oh, uh," Fluttershy thought for longer than Twilight expected. Finally she went with truth, which Twilight had thought she'd pick immediately.

"Okay. You seemed pretty into kissing Rainbow Dash there, but you said you were into stallions. Are you in the same boat as Rarity? Were you imagining her with the studding spell?"

"Oh," Fluttershy blushed, "n-no. I've just wanted to kiss Rainbow for a long time, even though she's a mare. I think because I've known her so long."

"Interesting," Twilight said. "It sounds like you're in love with her, but not sexually attracted to her."

"You only get one question," Fluttershy stuck out her tongue, and Twilight laughed at the absurdity of it. "Rarity, truth or dare."

"Well," Rarity said, "I suppose if truth is foreplay, I must pick dare sometime, and at least I know I'm in good hooves with you, Fluttershy dear. Dare."

"I dare you to let me lick your marehood." Everypony stared and gaped. "Um, if you think that's okay. With Thunderlane I mean. I've just only ever tasted my own off my hoof, to try it out, and I want to know if yours is the same. Just a few licks."

Rarity was staring at her, blushing furiously, but she finally sighed and gave a small smile.

"He said it was fine if I told him about it after. I think he rather enjoys the fantasy. And I suppose I did ask for a dare." She lay on her back and let her tail fall on the bed, pointing her haunches towards the end of the bed facing the table. Her dark sex glistened between her pearly thighs.

"I must admit the 'foreplay' has been effective, you'll get a good taste," she said.

Fluttershy hesitated, then slid over next to her. She looked at Rarity for a moment, who smiled up at her encouragingly, then leaned down and ran her tongue along the whole length of Rarity's pussy several times, dipping lightly inside to scoop out the nectar. Rarity moaned and twitched her legs. Fluttershy pulled back and licked her lips, eyes narrow.

"It does taste different," she muttered.

"Well now Rainbow Dash," Rarity panted, "I don't know why you say just the truths are foreplay."

Rainbow laughed. "Usually the dares aren't that quick."

"Very well then," Rarity said, "Rainbow Dash, truth or dare."

"Like you have to ask," Dash grinned. "I'm going with dare."

"Oh I was so hoping you'd say that. I dare you to be a dear and come over and finish what Fluttershy started."

Twilight found her jaw slack. Fluttershy gasped and buried her head again, and Pinkie did her best shocked expression, presumably hoping to fit in.

"But, uh, aren't you straight?"

"Don't get me wrong, darling. I've never had a fantasy about a mare, or seen one on the street and been interested. But I've been hearing about sex all night, and I just had Fluttershy's lovely tongue inside of me. Apparently Twilight's right and most ponies are only mostly one thing or the other. I'm sure science will appreciate knowing, but right now all I can think about is whether you're going to take this dare, or I'm going to take care of this myself."

"I never turn down a dare!" Rainbow Dash was next to her in a flash, and without further ado buried her muzzle between Rarity's legs. The angle wasn't perfect, and she held her lips closer than Fluttershy had, but Twilight could see both sets of lips moving as Dash enthusiastically pleasured Rarity. Next to her, Applejack craned to see as well. Twilight felt herself dripping on the couch. Applejack moved her hind leg casually beneath her, and Twilight adjusted to let her press it up against her own dripping sex. She stifled a moan. Rarity wasn't doing the same. She panted, groaned, and writhed in a most unladylike manner as Rainbow went about her work.

Rarity cried out as she came, and clamped her legs over Rainbow's head, pulling her down as she writhed in pleasure. Fluttershy looked away, blushing furiously, while the others looked on. Finally Rarity released Rainbow Dash, who pulled her head free with a wide grin.

"Yes, well," Rarity refused to look anypony in the eye, "I see what you mean, Rainbow. That was a much more involved dare." Rainbow just licked her lips with exaggerated lewdness, and turned to Twilight.

"Twi, truth or dare?"

Twilight thought for a moment. She didn't want to hold back the progression of the game, but she wasn't sure what Rainbow would do if she picked dare after Rarity's recent choice.

"I don't mind if you go for dare," Applejack whispered in her ear.

"Dare," she said, emboldened.

"Rainbow," Pinkie said, before Dash could speak, "I want to use the dare you owe me."

"What? Pinks, I'm about to give Twilight a dare!"

"I know, silly! I'm using my dare to dare you to give her the dare I want you to give her!"

"What?"

Pinkie bounced over and whispered in Rainbow's ear. Dash rolled her eyes, but nodded.

"Fair's fair, I guess, I owe you a dare. Fine. Twilight, I dare you to kiss me."

"That's your dare, Pinkie?" Applejack stared at her. "Why, that's tamer than what she would have picked herself! What's your game?"

Pinkie just grinned back.

"Okay," Twilight said, "a dare's a dare." She moved over towards Rainbow Dash, and leaned in. Their lips met, and she prepared herself. She was sure Dash would kiss like she serviced Rarity: full of flash and style, but without tenderness.

Rainbow's lips brushed hers, and she opened them just a bit, gently. Twilight opened her own mouth a little in surprise, and she felt Rainbow gently press their muzzles together. Slowly she moved into the kiss, taking it easy. Their lips danced, then hesitantly Dash moved out just a bit of her tongue. Twilight responded, and they played them against each other.

It was nothing like what she'd expected. It was slow and tender, as much as kissing Applejack was, and in it she thought she felt a thousand things Rainbow Dash herself would never admit to feeling. She pulled back in wonder, and whispered in Dash's ear.

"Rainbow, do you--"

Rainbow cut her off with another tender kiss, then moved her lips next to Twilight's ear.

"Of course I do, egghead," she whispered. "I'd have dated you, too. Any of you." She pulled back, and the bravado was back, as always, the cocky grin of the mare who'd been through all the pussy in Ponyville.

Twilight's mind was reeling. She suddenly knew she had to make Applejack understand how wrong they'd been. She didn't want to reveal a secret Rainbow wasn't able to make herself share freely, though...

"Applejack," she said with careful emphasis, "truth or dare."

"Well, I recon for you, sugarcube, I can take the dare."

"I dare you to kiss Rainbow Dash."

Applejack's eyes widened. "That good, eh? Hoping I'll learn something?"

"Maybe Rarity just made me realize I like to watch." Despite the quip, Twilight hoped Applejack had noticed them whispering, at least enough to realize there was something up.

Not that she didn't, in fact, like to watch. Their kiss looked every bit as tender and loving as Twilight's own had been, though she wasn't sure she'd be able to tell if she weren't looking for it. Watching it made her heart wistful and her sex warm. As they broke, Twilight looked into Dash's opening eyes, and was gratified to see her whisper something in Applejack's ear, with a slight blush.

"Well now," Applejack settled back in next to Twilight and murmured to her, "if that don't beat all. Pinkie," she spoke, louder, "truth or dare?"

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

She was certainly better at it than Twilight had expected. She swayed and twirled, leaping from the couch cushion to the floor and back, spinning in circles, and rearing up on her forelegs like Applejack bucking a tree. (Twilight wondered if she'd ever be able to see that innocently ever again.) Every time Pinkie moved her tail moved artfully, alternately revealing and concealing her swollen, dripping sex, her pucker, or her nipples. It was hypnotic, and, Twilight thought, incredibly sexy. A tiny part of her was beginning to regret giving Applejack a dare that didn't involve bringing her to orgasm.

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

"Very nice, darling," Rarity said.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Everypony nodded, though Rainbow Dash especially looked downcast.

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

Everypony nodded again, more enthusiastically this time.

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

"Okie dokie!"

Then Twilight lit her horn, and they were gone.

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

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

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

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

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

Rainbow looked down. "More or less."

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

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

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

Rainbow nodded, still looking at her hooves.

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

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

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

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

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

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

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

"Like a date?" Rainbow said.

"Exactly like a date," Applejack said.

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

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

Interlude 3: Trios

Author's Note

Hey there. CMC chapter this time, so if you're not into action involving foals (though they're at least pubescent in this story) skip over this one and wait for the next. (For those wondering why this is CMC-only, we'll be getting Rainbow Dash telling the other story at the next meeting proper.)

Interlude 3: Trios

Sunlight streaming in through the thin privacy curtains woke Sweetie Belle with the dawn. In truth, none of the fillies had slept much. While their lust kept their traditionally early bedtimes at bay for a while, by the small hours of the morning they'd flagged, and finally passed out, curled up against each other.

Sweetie Belle woke up feeling fresh, much to her surprise. The first morning sunlight was streaming in through the thin white curtains, stretched across the windows for privacy. It fell on Sweetie's white coat, making it shine around her new cutie mark.

Seeing it, she shook off sleep, and the details of the previous evening came back to her in a rush of sensation: lips and tongues everywhere, warm coats pressed close. She blushed, newly aware of Scootaloo and Apple Bloom breathing softly as they slept snuggled up with her and each other. The mark itself filled her with a mix of joy and apprehension - she loved her mark, and loved having it after so long, but still had no idea what she'd tell Rarity or her parents about how she'd gotten it. She was sure Pinkie would have a perfect word for her strange state of mixed joy and fear. For now, though, she had other concerns, and got to her hooves.

"Girls," she whispered, nuzzling Apple Bloom, "girls, wake up!"

Apple Bloom stirred and began gathering herself, but Scootaloo buried her head under her hooves.

"G'way," she moaned, "no school today..."

"Scoots, we're still at Sugarcube Corner! The cakes'll be up soon, we need to go!" Sweetie nuzzled her insistently, and Scootaloo opened her eyes. She blinked twice, looked at Sweetie's flank, then grinned up at her.

"So it wasn't a dream," she said, "sweet. Can I kiss you again?"

"Later," Sweetie said, blushing, "we need to get outta here first."

Scootaloo sprang to her hooves, and Apple Bloom had already risen and stretched. They trotted down the stairs as quietly as they could, listening for sounds of the Cakes in the way. They were in luck, though: they heard them only distantly, talking to Pinkie in the kitchen, and slipped out the back door without incident.

"I can't believe we got away with that," Scootaloo smirked widely as they trotted out into the brisk morning air.

"We haven't yet," Sweetie said, "I still have to tell everypony how I got my cutie mark."

Apple Bloom frowned. "What's the big deal? It's an awesome mark and it's got the Crusader symbol! Everypony knows you love the club. I'm more upset Scoots and I don't have ours yet. We had just as much fun as you did! Not that I'm not happy for you, Sweetie," she finished hastily.

"I know girls, I'm sorry," Sweetie said, "I should be over the moon at getting my mark, and I am! And it's all about you two and what good, uh, friends we are. It's like even my cutie mark wants us to be friends forever! But I need to check in with Rarity and I need a good story. You're right we've been friends forever, but that's the problem! Cutie marks come when you do something new or special, and we've been friends for ages! Everypony's gonna ask what happened."

"You could tell the truth," Apple Bloom said, though she didn't look convinced.

"We'll never get you two your cutie marks if we're all grounded for life for sneaking in to Sugarcube Corner," Sweetie looked at her hooves and kicked a rock. "Besides, if our sisters wanted us doing that, wouldn't they have told us how awesome it is?"

"Applejack talks about sex sometimes," Apple Bloom said. "I mean, not about having it herself I guess but she's never said there's anything wrong with it. I think your sis is just a prude."

"Yeah," Scootaloo said, "Rainbow Dash never told me any details but she's mentioned spending the night at other mares' houses before. I think she expected me to know what it meant. I just...you know, I had nopony to really tell me."

Sweetie leaned against her and sighed.

"You're right, girls, your problems are bigger. I'll figure it out."

"I hope so," Scootaloo said, "isn't that Rarity right over there?"

Sweetie jumped and followed Scootaloo's eyes. Rarity was indeed standing in the road looking towards Savoir Fare's restaurant's outdoor dining area. Sweetie nearly fled, but before the message made it to her legs, Rarity had already noticed them and smiled. The whole thing became muddled, and Sweetie nearly tripped over her own hooves.

"Sweetie dear," Rarity said as she approached, "are you quite all right?"

"Oh, yeah, I uh, tripped on a rock," Sweetie said. She realized she had to at least try to pretend she wasn't nervous about giving Rarity the news, and took a deep breath, then hurried a bit ahead of her friends so she could turn and show her sister her flank.

"We were looking for you," she said. "Look what I got!" She was still giddy enough to have her mark that it didn't take much to force her enthusiasm into her voice, despite the knot in her stomach.

Rarity squealed. "Oh Sweetie, I'm so happy for you! Between this and...well, never mind that, his is a wonderful morning! Oh, look, it's even got your crusader symbol in it! Isn't it just gorgeous! How did you finally get it?"

"Oh," Sweetie said, and couldn't hide her nervousness, "I guess I just got it for being such good friends with Scoots and Bloom! Turns out being a Crusader was my special talent after all!"

Rarity looked at her for a moment, eyebrows raised. "I...see. Sweetie, being a good friend is wonderful, but I'm not sure it's really a special talent." She brightened. "Besides, you fillies have been friends forever. What exciting crusade were you on when you got the mark?"

"Oh, uh," Sweetie desperately searched for a convincing lie, then gave up, and went with understating the truth. "Promise you won't get mad?"

"Mad? Whyever would I be angry at you for getting your mark?"

"Well, to be honest, we were kinda....k-kissing."

Rarity's eyes widened. "Sweetie! Are you telling me you fillies are...in love?"

Sweetie pawed at the ground with her hooves, and her friends looked at her. "Uh, I think so," she said quietly. "It was really nice, anyway."

"Oh," for a moment Sweetie couldn't read Rarity's face, and her stomach clenched. Then her sister's muzzle split into a broad, genuine grin. "Oh Sweetie, I'm so happy for you! And you two, as well, of course! Did you get your marks too?"

"No," Apple Bloom said glumly.

"Yeah and I have no idea why," Scootaloo said, "we really liked, uh, kissing Sweetie, too! It isn't like she cares about us more than we do about her!"

"Hmmm," Rarity said. "Well I'm glad to hear that, of course, but not surprised. Cutie marks know what they're doing, I cannot imagine Sweetie would have gotten your symbol if your love were doomed! But you know, perhaps it just means you haven't found whatever you two bring to the relationship that's unique. Perhaps Sweetie's special talent is kissing, or she'll prove to be the glue that lets you work as a trio. Maybe one of you has a talent for planning dates, or the like?"

"So...you're not mad?" Sweetie asked, somewhat behind on processing the conversation.

"Sweetie, dear, why would I be mad?" Rarity hugged her tight. "You're a bit young, of course, but nopony gets their cutie mark before they're ready to be a grown-up, at least in most ways. And I'll admit a trio isn't the most common romantic group but, well, I could not possibly think these fillies don't make you happy. Do you like your mark?"

"Oh yeah," Sweetie grinned, "I love it."

"And I love you, dear sister," Rarity said, "so I'm very happy for you." She let Sweetie back down. "But come now, we should celebrate! Won't you three join me for breakfast here at the restaurant? My treat!"

Sweetie realized she was hungry after her workout, and looked over at her friends. Scootaloo nodded eagerly, never one to turn down a free meal, and Apple Bloom shrugged.

"Sure, sis," Sweetie said. "Why're you out here anyway?"

"Oh! Well, I happened to see another trio sharing a table this morning," Rarity grinned at them, and gestured with her muzzle.

Sweetie followed her line of sight, and saw Twilight, Rainbow Dash, and Applejack sitting at a table, talking and laughing.

"Wait, why aren't you with them? I'm sure they wouldn't mind," Sweetie said.

"Oh, I'm sure they'd say they wouldn't, but I rather think they're on a date. I suspect you three aren't the only ones who recently found new love."

"Whoa," Apple Bloom said, "you think Rainbow's joining Twi and my sis?"

Rarity nodded and grinned.

"Okay," Scootaloo said, "now I know I have to get my cutie mark for this, if Rainbow Dash is into it too!"

Rarity smiled at her, and they proceeded to the seating area, waving at the others as they did. They waved back, and Applejack blushed at the sight of Apple Bloom, but they neither invited them over, nor did Rarity ask to be invited. Savoir Fare's was one of Sweetie's favorite breakfast spots, though her family usually went only on special occasions. Scootaloo and Apple Bloom had never been. All three enjoyed stacks of waffles topped with apples, strawberries, whipped cream, and a generous portion of real Ponyville maple syrup. Rarity sipped a coffee and enjoyed an assortment of Prench pastries. She grinned every time she looked over at the fillies, but they said little as they ate. At the table across the way, the other three ponies finished up, then left together, heading in the direction of Rainbow Dash's cloud house. Rarity squealed and grinned.

"What's so exciting, sis?"

"Oh, just that they left together. Their date must have been a success!"

"Why would that make them more likely to leave together?" Scootaloo asked.

"Ah, well, uh, because they want to spend more time together, of course! They must be going back to Rainbow's to talk in private!"

Sweetie suspected talk was not their plan, and that Rarity knew it, but didn't want to risk having to reveal just how far her "kissing" with her friends had gone, so let it slide. Scootaloo was either satisfied with Rarity's claim, or figured it out for herself, because she went back to her waffles without further question.

Before long, they'd finished the breakfast, and Sweetie was eager to head out. Though she hadn't told Rarity the whole truth, her sister's idea had stuck with her, and she was ready to share it with her friends.

"Thanks sis," she said, "for breakfast, and for being the best sister ever! I can't wait to show everypony my new cutie mark. But I think first I wanna try some of your ideas for helping Apple Bloom and Scoots!"

"Of course dear," Rarity said, "go on with you. I have orders to do today anyway. Did you get your allowance yet this week?"

"No," Sweetie sighed. "They forgot before they headed out."

"Well that will not do, how can you discover if anypony is talented at date planning if you can't have a date?" Rarity levitated a pouch of gems over and placed it in Apple Bloom's saddlebag. "Get yourselves a nice dinner when you're done, girls, to celebrate."

"Wow," Apple Bloom said, "thanks Rarity!"

"Think nothing of it, I can think of no better cause than young love. Now be off with you, I'm sure you need time to plan a perfect evening!"

"Wow," Sweetie said as they trotted off, "that went way better than I expected."

"I dunno why," Apple Bloom said, "your sis really cares about you. Why wouldn't she be happy?"

"I dunno," Sweetie said, "there was just so much sneaking around."

"Well, yeah, I guess she wouldn't be happy we spied."

"Do you think she's right we're in love?" Scootaloo said. Sweetie blushed.

"Well, I really care about you girls," she said. "And kissing you made me feel all fuzzy and warm. Both of you. And not just, you know, between my legs. And I never wanna stop being friends. I wanna have you two in my life as much as I want Rarity, or my parents, in it, and I love my family."

"Huh," Scootaloo said. "I guess I didn't think about it like that. You girls have always pretty much been my family, what with, you know. And I'd kiss you again any time."

It seemed appropriate, so Sweetie moved over and kissed her, on the lips. Both of them were self-conscious being outside, and Sweetie wanted to keep going, so it was brief, but it left her warm, and Scootaloo blushing. Apple Bloom caught Scootaloo from the other side and kissed her as well, then broke it and kissed Sweetie.

"Yep," Apple Bloom said, "still nice." She started trotting ahead again. "I thought you had a plan, though Sweetie. Where are we going?"

"Oh," Sweetie shook her head to clear the distracting warmth. "Yeah! Well, Rarity had a good idea. We've tried nearly everything crusading, but I didn't get mine until last night when I, you know, did that thing with my tongue. Well, maybe she's right and you two have talents doing different things!"

"You mean different sexy things," Apple Bloom lowered her voice to ask.

"Exactly!"

"But we did a whole bunch of stuff last night," Scootaloo said. "Not that I don't wanna do it again, but what kind of things are so different we might be missing special talents in them?"

"I dunno," Sweetie said. "We did everything they did that night. But they talked about doing a lot more! Like that spell to give a mare stallion parts. I bet ponies have come up with all sorts of stuff!"

"Sure," Scootaloo said, "but where are we gonna find out about it?"

"What about the castle library?" Apple Bloom brightened. "We just saw Twilight head off with those other two, I bet they'll be busy for a while! We can sneak in and look at the sex books!"

"Hey, yeah," Sweetie said, "great idea, AB! Let's go!"

About an hour later, it seemed less like a great idea. The problem was that the castle library was both larger than the old Golden Oaks, and confusingly laid out. Several trunk-like pillars split the room, with shelves wrapped around them, and odd crystals bulged between or even inside shelves, breaking up sections in ways that didn't seem to make any sense.

"This place is too big," Sweetie said into one of the endless shelves, "how does anypony find anything here?"

"I liked the old library," Scootaloo said, "at least we knew where to find things there."

"Not the sex books," Apple Bloom pointed out. "I'm not sure it even had those."

"I bet they were in Twilight's room," Scootaloo said.

"That doesn't help us find 'em here."

"Find what?" Sweetie jumped at Spike's unexpected voice, and nearly fell off the small stepladder she was using to examine the higher shelf. She twisted as she caught herself, giving Spike a view of her flank.

"Whoa, Sweetie, you got your cutie mark? Awesome! What's it for?"

The Crusaders looked at each other for a minute, then shrugged.

"Can you keep a secret, Spike?" Sweetie asked.

"What's so secret about how you got your cutie mark?" Spike grumbled, but mimed the Pinkie swear motion.

"I told Rarity I got it for kissing these two," Sweetie said.

"But you didn't? Why would you tell that lie?"

"Because I did! I mean, I did kiss them. But that wasn't all." Spike looked confused, and she sighed. "We snuck in to their weekly secret meeting at Sugarcube Corner to spy on them. They were talking about stuff like kissing, but more grown up-"

"Oh, you mean sex?"

"You know about that?"

"Of course, it's part of the Equestrian core curriculum for ponies my age, so Twilight made sure to teach it to me."

"Oh, yeah, I guess Ms. Cheerilee did a unit on that," Scootaloo said, "I forgot about that."

"Of course you did, it wasn't graded, so you spent the whole time doodling Rainbow Dash" Apple Bloom sighed.

"Anyway, you spied on their secret sex meeting," Spike said. "And then you tried it yourselves, right?"

"How'd you know?"

He just stared at her. "I'm not any younger than you, and I'm not an idiot? So what'd you get your mark for?"

Sweetie turned crimson. "Uh, l-licking 'em both at once, I think," she muttered.

Spike blinked twice. "Wow, nice. So you're looking for the sex books, huh?"

"Yeah! We figure if we try everything, maybe AB and I will get our marks too," Scootaloo said.

"Worth a try," Spike shrugged, "they're over here." He wandered off among the shelves, and the fillies followed.

"Uh, you won't tell Twilight, right?" Sweetie asked.

"I promised, didn't I? Though I dunno what you're worried about. If they have a weekly sex meeting, it's not like they think it's wrong. Does anypony?"

"I dunno," Sweetie said, "when Cheerilee covered it in class she made it seem like ponies shouldn't be doing it until they're a lot older."

"Oh, yeah," Spike rolled his eyes, "Twilight told me about that. A lot of old-fashioned earth ponies think you need to be married first, there was some superstition about fertility magic not being diluted or something. It's all nonsense and most everypony knows it these days, but some of the really traditional farming families still think it's important."

"I know Applejack doesn't," Apple Bloom said, "she and Twilight definitely had sex already."

"Oh I know," Spike sighed, "I woke them up after their first time. It's mostly further from Canterlot, but because it's still a controversy, teachers in earth pony towns like Ponyville need to be careful not to act like they're encouraging it. And earth ponies still don't talk about it as much as unicorns, or especially pegasi. Twilight told me during my lessons I had to be careful not to talk about it in public, just in case they didn't approve."

"That's neat and all," Scootaloo said, "but where are the books already?"

"Geez, I guess you had a good time," Spike said. "We're here."

The section looked indistinguishable from all the rest, but Sweetie examined the spines and saw titles like The Karmare Sutra, The Joy of Sex, Fillyfooling and Colt-Cuddling Through the Ages, and The Herd Before the Fall: Sexual Politics in Imperial Roam.

"Look at all these," Apple Bloom said, "half of 'em are histories though, it'll take forever to get anything good from those."

"Check this out," Scootaloo dragged a mid-sized volume off the shelf in her mouth and put it on the reading table. The cover revealed it to be Intimate Spellcasting.

"Oh, good find," Apple Bloom said, "I bet this has that spell they were talking about last night!"

The three fillies and Spike clustered around the book. Sweetie was surprised Spike hadn't wandered off, but supposed he might be curious as well. They opened the book, and the first chapter seemed to be what they were looking for.

"Here we go," Apple Bloom said, "studding spells. Used to address a lack of stallions, yadda, yadda. Wow, there are a lot of these. 'Roaman variation', 'Prench variation'...Sweetie, I know you've been doing better at Twilight Time, can you do any of these?"

Sweetie looked closer at the spells, going over the motions and power levels required. "Maybe? I think the 'traditional Equestian variation' is the simplest. I could give it a try. But I already have my cutie mark, I'd have to cast it on one of you."

"I like being a filly," Apple Bloom said, "I don't think my cutie mark is gonna be in having one of these, it sounds icky."

"I like being a filly too!" Scootaloo glared at her. "But mounting one of you girls sounds hot. See if you can put it on me, Sweetie."

"Now?"

"Why not? We don't have to use it now, but it'd be nice to know if it works."

Sweetie shrugged and looked over the spell again. She took a deep breath and closed her eyes, channeling mana into her horn as directed. She felt power flowing through her and into Scootaloo, who made a strange noise. She finished the spell and opened her eyes.

Scootaloo was sitting on her rump, legs spread, to let herself look down at her crotch. The spell seemed to have worked - Scootaloo had certainly gained something. Sweetie had never seen a stallion's equipment, save for the occasional glimpse on the street, and her eyes widened. Scootaloo's was black and mottled, less thick and long than one of her legs, but still impressive. The front and rear especially looked strange to Sweetie; she'd expected it to get gradually smaller until it reached a tip, like a branch, so the mostly flat tip surprised her, and the large balls hung lower and looked heavier than those she'd seen on stallions in the streets. She'd been slightly horny all morning, remembering the previous night and thinking about their future plans, but the sight of Scootaloo's new shaft had her dripping. She leaned in to examine it more closely. Scootaloo moaned.

"Sweetie," she said, "you're driving me crazy breathing on this thing like that."

"Is it that sensitive?"

"Not a lot more than my usual, but that spell made me as hot as I was when you were licking me last night," Scootaloo said.

"Of course it did," Spike said, "didn't you read the spell? The whole point is that you use the thing, it'd be a waste if you had to get it ready after casting it."

"I kinda skimmed it," Sweetie admitted. "You haven't gotten your mark yet AB, want to help Scoots out?"

Apple Bloom swallowed. "You can go first if you want," she said, "I dunno how I feel about having that big thing inside me. I'll do it next time."

Sweetie felt like she should argue, but looking at Scootaloo's eager face and ready penis was having a strong effect on her as well, and unlike Apple Bloom she had no doubt she wanted her friend inside her. She turned sideways, facing her rump towards Scootaloo, now in profile to Apple Bloom and Spike.

"You don't have to stay, Spike," she said, "I don't know if baby dragons are into this." She flicked her tail aside and heard Scootaloo's hooves approaching on the hard floor.

"Is it okay if I do? I've never actually seen this before," he said. "And I'm the same age as you!"

Sweetie thought about telling him to go, but decided against it. She'd known Spike long enough to not be bothered by his presence. Besides, she felt a bit bad about leaving Apple Bloom out, and figured Spike might chat with her. Then Scootaloo arrived right behind her.

"You sure you're ready?"

"Y-Yeah," Sweetie Belle was nearly dripping on the floor. "Go slow, though. Ms. Cheerilee said it hurts the first time sometimes, and going slow helps."

Scootaloo nodded, and then Sweetie felt her drape her forelegs across her shoulders. She lowered them, letting Scootaloo's hooves reach the floor, but inadvertently raising her rump and opening her sex. Scootaloo's shaft slid between her legs but below her fillyhood, pressing against her belly and teasing her nipples. She dripped on to it. Both ponies moaned. Scootaloo drew back, trying to line up her tip with Sweetie's entrance, but couldn't easily see what she was doing. Sweetie turned her head to get a clear view, then lit her horn and gently pressed Scootaloo's shaft higher. Scootaloo leaned forward, and the tip pressed against the entrance. She could feel how close her lover was to entering her virgin body, and her breath caught. She badly wanted to kiss Scootaloo, but couldn't figure out how to make it work.

"Apple Bloom," she said, "get over here and kiss us."

Apple Bloom didn't seem to need more encouragement, and hurried over to press her lips to Sweetie's. They shared a long and tender kiss, and Sweetie savored the feeling of Scootaloo slowly pushing into her. Then she felt a less pleasant tension, and her breath caught. Apple Bloom broke the kiss and looked concerned.

"You okay, Sweetie?" Scootaloo asked.

"Y-yeah, it hurts a little, like Ms. Cheerilee said, but I want to do it, keep going."

She looked at Apple Bloom and gesture upward towards Scootaloo with her eyes and head. Apple Bloom nodded and started kissing Scootaloo, pressing her breast close to Sweetie's muzzle as she did. Sweetie moaned into it and kissed it.

Scootaloo slid further, and the tension between Sweetie's legs built. She kept quiet, not wanting to turn Scootaloo off. Finally Scootaloo leaned in hard, and Sweetie felt a sharp, tearing pain. She let out a brief groan. Scootaloo immediately stopped, but already the pain was fading, and her muzzle parted slightly as she felt her friend's shaft inside her properly. Though only a few inches were in, her nerves were singing at the fullness, and as the pain left it was replaced with a strong desire to feel more inside her.

"You sure you're okay?" Scootaloo broke her kiss to ask.

"Yeah," Sweetie said, and moaned. "It hurt for a bit but it's better now. Oh Scoots, it feels great, keep going."

Scootaloo pressed forward eagerly, and Sweetie couldn't keep back the continuous moan as she felt herself parting for the warm shaft. Every moment she couldn't imagine feeling fuller, and then the next she did, as her friend plunged inside her body. She'd never imagined she could feel so close to another pony, but with Scootaloo's warm belly pressing against her back, and her organ sinking to the core of her, she barely felt like they were separate ponies at all.

"I love you girls so much," she moaned. Apple Bloom leaned down to kiss her again.

"I do too," Scootaloo moaned from above her as she finally bottomed out. Sweetie felt utterly full, and Scootaloo's heavy balls pressed against her sex, making her feel filled and plugged like a bottle. She wriggled her rump, enjoying feeling the long cock shift inside her as she did.

Forgotten by everypony, Spike let out a moan. All three fillies turned to look at him.

"Whoa, Spike, that's funky," Apple Bloom said, staring.

Sweetie agreed. Unlike Scootaloo's pony cock, two pinkish shafts had emerged from Spike's crotch, neither with balls. Both were shorter and less thick than Scootaloo's, though only a little, and were tapered rather than featuring the flat flared head. Despite her delightful fullness, the strange sight made Sweetie focus on it for a moment.

"How come you've got two?" Scootaloo panted, "and why are they out?"

"I dunno why I've got two," Spike said, "nopony knows enough about dragons. But lizards do too, so maybe because we're related? And they're out because watching you two rut is making me hot."

"I thought you were too young for that," Sweetie said.

"I'm still your age!"

Apple Bloom was staring at his two elegant shafts. "Those're smaller than pony ones," she said. "I reckon they don't look to scary. You, uh, wanna put one in me, Spike? To get me ready for Scoots?"

"Are you sure? She's your marefriend, right? I'm just a random dragon."

"Are not, you're my friend! Besides, my first time with Scoots'll be way better if I'm not scared. Don't do it if you don't want to, but if you do, I do."

Apple Bloom flicked her tail aside, and Spike went behind her to look. His shafts stiffened a little at the sight.

"Looking good, Bloom," he muttered, and she blushed. She pressed her lips to Sweetie's again as Spike walked up behind her. Scootaloo began, hesitantly, to move her hips above Sweetie, thrusting with her cock. Sweetie lost track again of what was happening with Spike, her mind swamped in the feeling of Apple Bloom's lips on hers and Scootaloo's shaft moving inside her. She moaned and pressed her rump back, feeling delightfully naughty. She'd never felt so wonderful, but unlike the night before, the rising tide of orgasm still seemed some way off.

Apple Bloom broke their kiss and grunted, much as she had; she suspected Spike was deflowering her friend. Curious, she lowered her head to look. Spike's upper shaft was indeed partway inside Apple Bloom. A small trickle of blood flowed down it, then stopped, and Sweetie realized she'd been right.

"Keep going," Apple Bloom said.

Spike obliged, plunging steadily inside her, and soon Sweetie could see none of the cock at all, just Spike's belly scales pressed up against Apple Bloom's black pussy lips and his lower cock nudging her belly. At that moment, Scootaloo plunged fully into her again. Realizing she was muzzle to muzzle with her friend (and now lover) Apple Bloom, but stuffed full of hot cock, made her shiver with excitement. She kissed Apple Bloom's foreleg, and watched as Spike began thrusting. She heard Bloom's deep moans from above her. Then Spike pulled back a bit too far, and his cock left her entirely. Both of his cocks sprang upward with his arousal, with the result that the lower was now poised at Apple Bloom's sex, while the upper was level with her pucker. Unaware, Spike leaned forward to enter again. Apple Bloom yelped at the unexpected pressure on her rear. Spike froze, looked down, and saw what had happened.

"Oh Gosh Bloom, I'm sorry! I didn't see they'd moved!"

"It's okay," she said, "I was just surprised. You're all wet from my other hole, and it feels interesting, go slow and see if you can get it in."

"R-really? Okay..."

Slowly Spike pressed forward again, and Sweetie felt Apple Bloom shiver as he sunk into both her openings. Finally he bottomed out, and began thrusting again.

Sweetie was already losing the thread. Watching Spike plunge in and out of Apple Bloom was hypnotic, and Scootaloo's thrusting was delightful. Dimly she remembered Cheerileee saying stallions rarely lasted long the first time, but she already felt as if Scootaloo had been rutting her forever, not that she minded. (If she'd read the spell, she'd have known the magic ensured insemination at the moment of the mare's orgasm.) Instead she slowly felt her pleasure growing with each thrust, and lost herself in the sensations.

Spike was not so lucky. Dimly Sweetie saw his legs twitch, and heard Apple Bloom let out a little eep of surprise. She noticed he wasn't thrusting anymore, instead pressed deeply inside his pony lover. Then he slid down to lie, panting, on the floor, and a trickle of fluid followed, making Sweetie realize what had happened. She gathered enough of herself to realized Apple Bloom hadn't finished.

"Turn around, AB," she moaned, "I'll finish you."

Apple Bloom didn't need to be told twice. She turned, bringing her winking sex to face Sweetie. It smelled delightfully musky, just as it had the night before, and a thin trickle of white fluid dripped from it. Sweetie licked it, recognizing Apple Bloom's taste mixed with something salty and earthy.

She found that pleasuring her friend only increased her own arousal. As Scootaloo pounded her, her moans mixed with Apple Bloom's and, as she had been when she'd earned her cutie mark, Sweetie was overwhelmed with the joy of knowing both of her friends were getting such pleasure from her body and work. Her knees felt weak, and she realized her own orgasm was fast approaching, but she was determined to bring Apple Bloom to hers first.

It was either a near thing, or Apple Bloom's orgasmic moans pushed her over the edge, because as soon as she felt the characteristic surge of fluids and powerful groan from Bloom, she felt her own pleasure break. She screamed into Apple Bloom's pussy and thrust her rump into Scootaloo's shaft, hilting her. Below her, Spike's eyes widened.

"Wait," he said, "didn't you read-"

She lost the rest as she came and, seconds later, Scootaloo did too. The cock flared out inside her, sealing her passage tight, and dimly she realized what that meant. Thank goodness mares can't get other mares pregnant, she thought dimly, and then the first rope of Scootaloo's seed splashed into her newly deflowered womb. Her knees buckled with pleasure and she fell to the floor, but Scootaloo fell with her, staying all the way inside her body as she pumped it full of blast after blast of sperm.

Sweetie felt the spurts taper off, and her own orgasm fading, but then she felt the pooled seed inside her, a reminder of Scootaloo's enthusiastic rutting, and she realized she'd be feeling it for hours, at least. At the thought, a second wave hit her, and she moaned and writhed against Scootaloo. Her magical cock answered, and more heavy surges of cum flooded into her young body.

"Oh wow," she panted as the magical organ, spent, vanished. "Scoots, you sure deserve a cutie mark in that, you were incredible." A little seed trickled from between her legs, but she could feel most of it trapped inside her body. She didn't think she'd stop being horny until it faded, and shivered with the afterglow. She went to kiss Scootaloo, but found the other pony staring at her flank and grinning.

"You're right, Sweetie," she said. Sweetie followed her gaze and saw a mark like hers, except that behind the crusader outline was not a heart, but a scepter.

"Could be worse," she said, "could have been an actual penis."

Scootaloo laughed. "Yeah, this rules, it makes me look like royalty or something!"

"Sweetie Belle! Why are you so calm? You didn't read the spell, did you?" Spike seemed to have recovered, and was glaring at her.

"I skimmed it. What's the big deal?"

"What's the big deal? Scootaloo just put her sperm inside you! You could be pregnant!"

"What do you mean? Mares can't get mares pregnant."

"That's the whole point of the spell! They can't because they don't have penises! But you just gave Scootaloo one. It's a spell made to let mares have foals with other mares!"

"Wait, does that mean I might be pregnant?" Apple Bloom said. "You put your stuff in me!"

"We're different species, we can't have foals. That'd just be weird."

"Buck," Sweetie said. "I guess I should have read the whole spell. Girls, what are we gonna do?"

Scootaloo was lying on the floor, eyes wide, but said nothing.

"Twilight seems like she uses the spell all the time, but she's not pregnant," Apple Bloom said, "we could ask her."

"But then we'd have to admit we fibbed to Rarity," Sweetie said.

"You'd rather have a foal?"

Unseen, Spike had gone over to the bookshelves. Now he returned with a large volume titled Potions of the Bedchamber.

"Twilight uses a potion," he said. "She didn't tell me exactly what it was for, but she had me help her brew it. This one is a prophylactic - you take it before you have sex - but maybe there's one for after?"

They hunted desperately through the book, and found an appropriate potion.

"Thank Celestia," Apple Bloom said, "this looks like something I can make. Let's read the whole thing firs, though, and make sure it won't do anything nasty to us."

They did, but the only listed side effect was potential nausea for a few hours.

"Okay, we'll be okay, if I can pull this potion off. Spike, can we use the lab here?"

Spike nodded, and led them to the lab, where Apple Bloom rushed around, throwing ingredients in the pot. Then, with apologies, he left, saying he had to do chores before Twilight came back.

Sweetie and Scootaloo kept looking at each other, alternately frowning and grinning. While they agreed they didn't want a foal, every time she felt Scootaloo's seed inside her, Sweetie couldn't help but grin at the naughty feeling. She hoped Apple Bloom would be able to make the other potion as well, because she didn't want to have to stop.

Finally Apple Bloom relaxed. A thin green smoke was issuing from the cauldron.

"The book says that means it's gonna be right," she said. "We should be in the clear, it'll just take an hour to finish brewing, but I can leave it alone for that."

"Good job, Bloom," Sweetie said. "I can't believe I didn't read that stupid spell. Still, that felt great. I'm glad we did it. I can still feel all that stuff inside me, it's awesome."

"The spell must have made a bunch," Apple Bloom said, "Spike didn't give me enough to feel."

Scootaloo and Sweetie looked at each other and grinned.

"You're making plenty of the potion, right?" Scootaloo said. "We could have sex while we wait."

Apple Bloom stared at her, swallowed, then grinned.

"Well, since we know the potion's gonna work, why not? Can you do the spell again, Sweetie?"

She did, and Apple Bloom lay on her back while Scootaloo rutted her, letting Sweetie settle her own pussy over her face. Apple Bloom licked her while she kissed Scootaloo. They went fast, aroused by their near miss and by being in the lab where they normally had their Twilight Time lessons. But thanks to the magic, Scootaloo and Apple Bloom brought each other off, and Apple Bloom managed to keep enough focus even while Scootaloo was pumping her full of cum to finish Sweetie off. Afterwards, they collapsed against each other and cuddled while the potion finished brewing.

"Hey, look," Scootaloo said as Apple Bloom rose to get the finished potion. Sweetie turned, and saw the Crusader pony on Apple Bloom's flank, superimposed over a potion.

She grinned. After all that time looking for their cutie marks, she'd expected to leap for the roof when all three of them got their marks. But after a night and day of rutting, and the discovery of how much more her friends could be to her, she mostly just felt...right.

"Well, I guess we're the Cutie Mark Crusaded now, girls," she said. "What now?"

Scootaloo shrugged. "We've got these bits from Rarity. How about a date to celebrate?"

"Sounds great," Scootaloo said, and kissed her. Then they drank the potion, and started planning a date.

Night 5: Window Shopping

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.

Night 5: Plus One

Rarity leaned in as Rainbow Dash prepared to begin her tale. Though she was of course happy with Thunderlane, she couldn't deny seeing her friends together brought her a unique thrill. She blushed a little thinking about how brazenly she'd offered them the opportunity to become entangled in her own romantic life, but her marehood certainly liked the idea.

On the couch she shared with Applejack and Twilight, Rainbow sat up taller, and her marefriends pressed up against her. Twilight wrapped a wing around both her and Applejack. Rarity found the sight adorable, and nearly squealed.

"Alright," Rainbow said, "so uh, after we took everypony else home last time, Twi and AJ asked if I wanted them to stay. Obviously they're some hot pieces of mare, so I said yes."

Applejack rolled her eyes and kneed her in the side with a foreleg.

"Does that not quite meet your recollection, Applejack?" Rarity asked.

"I can't say it quite does, Rares."

"All right, all right," Rainbow grumbled. "I didn't believe they really wanted to spend the night with me, so they had to tell me like four times," she glared at Applejack, and spoke softer, but kept going. "And they said they wanted to go out for breakfast after."

"What, like a date?" Rarity nearly squealed.

"Yeah, a date. So I agreed. I wasn't going to turn down..." she paused, noticing Applejack's look, and reconsidered. "It sounded kinda nice, honestly. Nopony's ever gone out to a fancy breakfast with me after. Best I've done is some coffee to clear the hangover, or donuts for that 'we're-the-only-ones-who-know-this' thrill, you know?

"Anyway, I told them they had to try my cloud bed. I gotta say after that not-sleep-over I was totally ready to go. I made myself go slow so they could keep up. I even waited around for Twi to cast the cloud walking spell on AJ, just so I could give 'em a show."

"That's selling yourself a bit short, Rainbow," Twilight said. "She wasn't even flicking her tail, she just had it right on her flank, waving that rear of hers around while she walked, making sure we could see everything. She was dripping down her leg!"

"Yeah, yeah, princess. Don't act like you didn't like it."

Twilight blushed. "I didn't say that."

"You better not," Rainbow said, "since the first thing that happened once we got to my room was you jumping me."

"Not the first thing," Twilight was blushing furiously now. "You got on the bed first."

"Yeah, but I hadn't even gotten off my hooves before she was all over me," Rainbow said. "Barreled into me right from the side. I was so surprised she knocked me off my hooves! Then she was right on top of me, pressing her muzzle up against mine. After that tackle I expected her to be all rough, but she just pressed it lightly up against mine and asked if I were sure."

"Well, let me tell you girls, Rainbow Dash doesn't have ponies up to her room if she's not sure. So I opened my muzzle and put my tongue out. But, uh, I felt like maybe I should give this 'soft' thing a try, you know? Just 'cause maybe it was what Twilight was in to."

"What she means," Twilight said, "is that she gave me this wonderful tender kiss. All soft and gentle and romantic. She was a natural at it, I couldn't believe it with how she talks. Oh, it makes me so happy just thinking about it!"

"Uh, yeah, that." Rarity noticed with delight that Rainbow was having trouble controlling her own color. "A-Anyway, not long in, I felt something else pressing up against the side of my muzzle, and I looked over and saw AJ there! She got in on the action too, and we were all just having one big sloppy makeout. I gotta say, I usually only kiss ponies when we're really deep in it, you know? Like pressing marehoods up together or maybe with some big double ended toy in us or whatever. But this was really hot. Way more than I thought just kissing could be. I thought I was crazy wet before, but now I was really testing the cloud bed's moisture handling, you know?

"So I started looking 'em over. I always knew Twi' and AJ were hot, but not that hot! They looked even better than Cloudchaser and Flitter and they aren't even twins. I just really wanted to get my tongue in 'em, hear how Twi' sounded when she came, find out if AJ tasted like apples..." she trailed off, then cleared her throat.

"So I broke off and got ready to really go to town on 'em, you know? But Twi stopped me, and said one of her dorky things--"

"I believe I said, that I wanted to really explore your body," Twilight cut in, "and that I hoped you'd want to do the same with us."

"Yeah, that," Dash said. "What they meant was they wanted me to just lie back and let them pay attention to me! Do nothing! I thought it sounded so lame, but you know, I uh, kinda like you girls, so I thought I'd give it a try. So I lay down and spread out my wings behind me."

"Yeah, it was a real nice pose," Applejack said, "we could see everything all pretty like. And ooo-eee I do mean everything, and I do mean pretty. That tail of hers was all soaked, so was her pussy and her thighs. And those wings spread out on the cloud bed, real pretty. I couldn't help myself, started kissing 'em all over."

"Y-yeah," Dash looked to be trying to glare at Applejack, but couldn't manage it through a blush and a poorly suppressed dopey grin. "She was kissing all up and down my left wing, all soft-like. And Twi' kept kissing my muzzle, and then she was kissing all down my neck and on to my chest." Rarity saw Rainbow shiver, and thought she saw a rear feather of Twilight's wing brush lightly between her legs.

"It was...way nicer than I expected." Applejack nudged her again. "All right, all right, it made me feel all fuzzy, okay? Like when we all hang out together. Really cared for, you know? And I kind of thought that sappy stuff was for foals and boring ponies, but it wasn't making me feel boring.

"They kept kissing, and sorta half met up right at my wing joint. Twilight moved over to my right side and kept kissing down all along my belly fur, and AJ did the same on the other side. I was going crazy! I've never been that wet in my whole life. They even teased my nipples, and all sorts of places I didn't know were sexy until their lips and tongues were on 'em. Then finally they were almost at my pussy and I was so ready. I still wanted to know what they tasted like but I was so close I was fine with anything. So then they both pulled up and started making out right over me! Their tongues just flicked out while they kissed and barely touched my lips and clit. It was so nice but so mean, I don't think I'll ever forgive them."

Next to Rainbow, Applejack smirked. Rarity found herself rather damp as well, and vividly hoping the trio would take up her not-so-subtle suggestion and watch her with Thunderlane that night.

"Then they broke it up, and I was so ready for them to start in on me. But instead Twi' lay down, and told me it was my turn to do her! Can you imagine? Here I was, hotter than I've ever been, and she was telling me she just wants me to tease her back! I was nearly crying!"

"So, uh, you told her no, right?" Fluttershy said.

"Tch," Rainbow shook her head, "like I'd let Twi' down. Nah, I went over and started in on her like she had with me."

"What she means," Twilight cut in, "is that she came and gave me another of those wonderful soft kisses. It felt like it lasted forever. Even though I could feel her dripping on my hindleg where she was pressed up against it, it was just a wonderful, calm kiss. I felt so loved!" Rarity thought Rainbow was going to hide her face in the pillow, but somehow she resisted. "Then she kissed all around my muzzle, all slow and tender. I don't think there was any part of my face she didn't kiss! Probably no part of my body, really, except my back and the bottoms of my hindlegs. She really took her time. I was as wet as she was when she was done, and once she licked my sex all gently, it took all I had to tell her she couldn't just go all the way."

"I dunno why she bothered," Rainbow grumbled, "I was all ready to give her the time of her bucking life! But she told me I still needed to check out AJ, and so she took me over. We made out too, but AJ knows what's up, none of that sappy stuff there, we had a proper tongue wrestle."

"Yeah we did," Applejack smirked. "I'm not embarrassed about my softer side like some ponies might be. Nopony here, of course," she cleared her throat. "But Rainbow and I have standards to keep. We gotta show each other what we got."

Rainbow smirked back. "Yeah and we did there, it was nice and rough. Of course, that just made me hotter, but at that point I knew I'd have to wait. I figured after I'd checked AJ out like they wanted I'd tell 'em for sure they had to get down to business. But after we were done making out, Twi' gave me a full tour! It wasn't like with her, she kissed everywhere on AJ and had me follow along. I tell you what, that mare has some weak points! Do you know how horny she gets if you--"

"That's enough, Dash," Applejack growled, "if they wanna know that, they've gotta find out for themselves."

"Hey there, you gotta check with the rest of us before you invite anypony else," Dash smirked at her, "but alright, I get it. Point is, by the time I was done checking her out everywhere - and I do mean everywhere - she was as wet as the rest of us. She sure smelled like apples, and I really wanted to know if she was a tasty as her cider. So I went down, but I really thought Twi' would stop me with some other dumb thing we had to do first.

"But I started lapping at her pussy and nopony stopped me at all! I gotta say, she is nicer than cider. And she was moaning up a storm, just like I like. So I lay down on the bed and started really going to work, running my tongue all up and down her slit. Then her moaning got sorta muffled, so I looked up and I saw she was going down on Twi. And Twi's head was down right near my rump, so I kinda shifted to get closer and she just pressed her head up between my legs and started in on me.

"I gotta say you've never lived until you've got one of your, uh, best friends licking your pussy while you eat the other one out. The whole thing just got too hot to even talk about right. Maybe Twi' could, I dunno, but I'm no egghead like that. It was the greatest sex I've ever had though. It felt like I just came over and over, and then we swapped it out, and I was licking Twi' while AJ was down on my pussy. Going down on a princess is something else, girls! I could taste the magic on her.

"Finally we got up, and the sun was totally up. So uh, we cleaned up a bit--"

"Though we had to clean up again after the clean-up," Applejack said.

"Yeah, we did end up doing it again in the shower," Rainbow said. "But then we went out to breakfast."

"And now you're all together, right? Right?" Pinkie was nearly gyrating.

"Uh, yeah," Rainbow said. "It's pretty awesome."

Rarity believed her, and found herself more than ready for her next appointment.

"Well girls," she said, "I'm so happy for all of you, but I fear our time is up. And Thunderlane is about to get off work. And get me off, I suppose," she giggled at being so naughty. "Anyway, I do hope I'll see some of you soon. Or you'll see me. Anyway, I'm sure we'll all have plenty of great stories for our next meeting in two weeks!"

She didn't think she'd been too subtle, but made sure to gave them a good view as she trotted out.

Everypony watched in silence as Rarity left, her tail lewdly to the side, revealing her dark, slick marehood.

"Well," Pinkie said, "I'm sure she'll give a great show, but I have to go see Filthy Rich. I've been trying to cheer that poor stallion up ever since his wife left, but I never figured it out. But I haven't tried giving him my pie yet, so I'm hoping that'll do it!"

"Um, do you mean pie pie, or..." Fluttershy trailed off and blushed.

"Pumpkin, silly! I had one in the oven during the meeting, it should be all warm and fresh now. I just found out it's his favorite pie! I hope it cheers him up a little."

"Oh," Fluttershy said, "that's nice of you."

"Yeah," Pinkie said, "nopony wants to have sex when they're super sad. But if the pie works, it'll totally get him happy enough to rut me, which'll get the rest of the way! Nopony's sad when they're putting their cream in Pinkie's pie! See ya!" Before anypony could respond, she'd vanished in a pink blur.

Everypony else blinked.

"Oh my," Fluttershy said softly.

"You gonna go watch Rarity again, 'Shy?" Rainbow asked.

"Oh, n-no. It wouldn't feel right. I was so mortified about the first time!"

"But...she wants you to," Applejack said.

"Oh I know but I just couldn't! Besides, I have some sick mice to take care of. I'm sure I'll find some way to make myself feel better."

"Don't be silly, Fluttershy, I'm sure..." Twilight trailed off as Fluttershy, blushing furiously, headed for the door.

"Okay then, see you next time?"

"Of course!" Fluttershy turned back with a smile. "I'd never miss it."

Alone in the room, the three lovers looked at each other.

"Reckon we should go, then?" Applejack said.

"I'm willing," Twilight said. "Rarity seemed very excited about it, it'd be a shame if nopony took her up on it."

"Rainbow? I know you're not a big fan of dicks," Applejack said.

"Eh," Rainbow shrugged, "I don't want one in me, but it's not like they're gross. And Rarity's bucking hot, watching her get rutted has bound to be good. Besides, I'm sure if I don't like it one of you'll be glad to give me a show."

"True that," Applejack grinned, and they headed off.

[CMC section begins here. Turn around if you're not into that sort of thing. -Lindyne]

Diamond Tiara was driving Apple Bloom crazy at school, and not in the usual way.

The first day after their adventure in the clubhouse, she'd been unsure what to expect. Silver Spoon had been cautiously friendly, clearly ready to bury the hatchet, and they'd responded in kind. But while Tiara tagged along with her comrade, she still seemed sullen and aloof. While Applebloom didn't really think or even hope that her cock would have broken Tiara, she'd hoped for more of a thaw in relations. But she couldn't figure out anything at all.

Then, late in the day, they'd accidentally met in the bathroom. Apple Bloom stopped, not sure what to say, but Diamond broke the silence first.

"Gee," she said, "I bet you'd love to take advantage of my poor filly body." Apple Bloom started, suddenly terrified Tiara had somehow gotten it into her head that Apple Bloom had forced herself on her. But the other pony had already turned and flicked her tail aside, presenting a dripping sex. She spoke over her shoulder.

"Too bad you have to share your special talent. If only your unicorn were here, you'd have a fat cock you could rut me with." She smirked, and flicked her tail against Apple Bloom's nose as she left, the delicious scent of her arousal making Bloom wet in turn.

She lay up at night wondering what it meant. Diamond's words had been scornful, Apple Bloom wasn't sure why she'd even bothered. Did she just want to be a jerk? Revealing the origins of their marks to the whole class would have been mortifying, and she was sure Diamond knew it, so why was she so private about it?

The next day, she again stayed quiet and aloof in public, but when Apple Bloom went to return a ball to the equipment room at the end of recess, Diamond was waiting for her, lying back on the mats, hind legs splayed obscenely. In the tiny room, Apple Bloom's chest was nearly pressing up against her dripping sex.

"Oh dear," Diamond said, "a poor innocent rich filly, caught in the dark by a brutish farmpony. A girl could get taken advantage of. Get her sweet little body filled up with filthy farm seed. Too bad you can't do it on your own, Apple Bloom. Too bad your friend isn't here to help you take advantage."

"What gives? You keep actin' like you want me, but you don't talk like it! What do you want from me, Diamond?"

Diamond just rolled her eyes. "Poor Apple Bloom. Not enough of a stallion to take me again. Or a mare, for that matter. I know you want me. You rutted me hard enough before. If you don't take what you want in this world, you'll never get it, you know."

The bell rang the end of recess, and before Apple Bloom could respond, Diamond Tiara hopped to her hooves and bullied by her out the door, but not before giving her another whiff beneath her tail.

After school, Apple Bloom headed to her lab. She figured potions could replicate almost any spell, and it was high time she gave that a test.

The next day, though, her path didn't cross Diamond's in private. Dejectedly, she sat out last period. To make matters worse, Sweetie's parents were out of town, and she had to go help Rarity, while Scootaloo was helping Rainbow Dash train, giving Apple Bloom nothing to do that afternoon. Just as the bell rang, Cheerilee called her over.

"I just wanted to remind you," she said, "that you owe me a report on your cutie mark. I know it's...delicate, and it's okay that you don't want to share with the class. But it's part of the core curriculum, everypony has to write a report on how they got their mark. Scootaloo already gave me hers, and Sweetie Belle says she has a draft. I promise only I'll read it. Is that okay?"

Apple Bloom squirmed a little. She loved Ms. Cheerilee - she still thought she was the best teacher ever - but was worried about how she might look at her after reading the report.

"Um, my sis told you a bit about it right?"

"A little, yes."

"It's really...personal."

"I know," Cheerilee sighed. "It's okay to take your time on it. I only need it by the end of the year. And you don't have to be, um, detailed." To Apple Bloom's astonishment, the normally reserved Cheerilee was blushing furiously. "It's about how your mark made you feel about yourself, and your place in Equestria. But I know you're a growing pony and I promise I won't judge." She laughed. "I had some wild days when I was your age, I promise! Part of growing up is realizing that older ponies aren't any different from us. They've just been confused for longer."

Apple Bloom laughed. "Okay Ms. Cheerilee. I'll figure it out."

"I know you will Apple Bloom. Good afternoon."

Cheerilee trotted out, but Apple Bloom went back to gather her things from her desk. Even though she trusted Cheerilee, she still wasn't totally happy with the idea of writing about getting her mark for her teacher. Lost in thought, she took her time getting ready. The clop of hooves interrupted her musings, and she looked up, expecting to see Cheerilee back. Instead, the smug face of Diamond Tiara looked back at her from next to the desk.

"Oh dear," she said, "caught alone at school after hours. If only you still had your brutishly thick cock, I might be in real trouble."

Diamond rose up on her haunches and placed her forelegs on Cheerilee's desk. Lightly spreading her rear legs, she flicked aside her tail to reveal her dark sex, dripping. Apple Bloom began rummaging in her bag.

"Yes, I'm sure you couldn't restrain yourself, now you've had a taste," Diamond went on. "Oh how horrible it'd be for me to have your rough meat deep inside me." Apple Bloom found what she was looking for and downed the potion, then hurried towards the desk. "I know you'd love to ruin centuries of good breeding with that peasant seed of yours."

Apple Bloom was pretty sure Diamond Tiara didn't have any better breeding than anypony else, but she was too excited to turn the tables to do anything other than roll her eyes. Instead she reared up and let her hooves slam heavily on the desk next to Diamond's head.

"Oh, you're so wild for me you want to mount me even without your little friend to give you the equipment? Poor thing. Maybe if you ask nicely I'll help--" Diamond cut off as she felt the tip of Apple Bloom's cock - added, of course, by the potion - press lightly against the lips of her sex.

"Y-you...what..." Diamond's voice was totally different.

"Potions can do most of what spells can," Apple Bloom whispered, "or spells simple enough for any unicorn to cast, at least. I brewed this one up last night. Just for you."

"O-oh, you wanted my pure flesh so much, you prepared?" Diamond shivered under her. "I'm sure you can't restrain yourself, and are going to rut me senseless right now."

Apple Bloom had to admit it sounded nice. She might not be able to figure out why Diamond was acting like this, but she certainly knew the filly wanted her, even if Diamond didn't seem to want to admit it. But she made herself hold back.

"Nuh-uh," she emphasized her accent, she told herself to taunt Diamond, though she wasn't sure she wasn't playing along. "I right enjoyed ruttin' you last time, but my sis raised me right. You gotta tell me you want it."

"You infuriating brute! Why would I want a filthy farmer putting her common seed in my perfect body? My father would never stand for it!"

Privately, Apple Bloom thought of the many dinners her family had shared with Filthy Rich and was confident he wouldn't care, or might even be happy his daughter had buried the hatchet (among other things) with his old business partners. But she didn't feel like this was the time. So she shrugged and climbed down from the desk, despite nearly painful protests from her swollen member.

"Suit yourself," she said, forcing casualness into her voice, "I'm sure the toilet'd be glad to take my 'common seed'. But so you know," she whispered in Diamond's ear, "you only need to say yes once." She turned to go, but she'd barely started to walk when Diamond cried out.

"Stop! Of course I want you, you stupid foal! Every time I do this I want you! It's just hotter! I want you to take me rough and raw! I want you to have your way with me and get off inside me! I want to feel like you can't resist my body! How did you not figure that out?"

Apple Bloom turned around.

"Because where I live ponies say what they mean," Apple Bloom said, "and make sure they never do anything with a pony they ain't totally sure wants it, you daft filly! But you just told me when you say you don't want me to cum in you, that means you do. That's really weird, but if that's really what it means, say it again. I'll understand you."

Diamond turned away, and Apple Bloom was afraid she'd ruined it, and really was going to have to go try to get herself off in the bathroom. Her cock wilted slightly. But then Diamond's affected, haughty voice came again.

"You brute, don't you dare! My father will never forgive you for having your way with me!"

Apple Bloom's cock sprang again to full mast, and she practically lunged on to Cheerilee's desk. She let her full weight press down on Diamond Tiara, but paused for just a moment with her cock again brushing at her former rival's entrance.

"Your dad ain't here," she exaggerated her drawl again, "and when he sees you next, it'll be too late. I'll've planted my seeds all inside you, filly." She hilted herself in Diamond in one welcome stroke, gasping with relief.

"O-oh no," Diamond said, "I-I'll be spoiled for...all the noble colts..."

Apple Bloom shuddered as she began rutting Diamond as hard as the angle and her earth pony strength would allow. Unlike Scootaloo or Sweetie Belle, she knew Diamond's own earth pony magic could take it, and that sweetness was, for whatever reason, not what she wanted right now.

"That's right," Apple Bloom grunted. Despite herself, she found Diamond's weird fantasy oddly compelling - perhaps some dark part of her still did want to conquer her old rival. "You're mine now, gonna have to come live on the farm. Give up all them fancy things."

She felt Diamond's sex clenching on her, and felt her own orgasm close - which, assuming she'd mimiced the studding spell correctly with her potion, meant Diamond's must be close too. Clearly the twisted fantasy was having a powerful effect. She sighed and hilted herself again, feeling Diamond squirm beneath her with the impact, and savoring her tight body all along the length.

"Oh, you're close aren't you, you b-brute," Diamond moaned, "don't you dare cum in me. I can't have your f-farm seeds in my d-defenseless w-womb."

Apple Bloom was sure the contraceptive she'd brewed into the potion was more than sufficient defense for Diamond's womb, but found the protestations appealing anyway.

"Y'ain't no good on the farm if'n we can't breed ya," her accent was thicker than any real pony she'd ever met, but she suspected Diamond would appreciate it.

"N-no," Diamond said weakly, in the same tone as Sweetie said 'yes' and, Apple Bloom knew, with the same meaning - nothing about her behavior was resisting at all. "P-please don't," she shuddered as Apple Bloom pounded her with shallow thrusts, then her marehood clenched, and Apple Bloom felt the wave crash over her.

She plunged fully in for the final time, her balls resting on Diamond's soaked fur as her flare sealed the entrance to her lover's womb. She shuddered in pleasure as she blasted her load inside.

Diamond was so overcome she even lost the thread of the fantasy.

"Yes, yes," she moaned, "oh Celestia Bloom, just like that." Apple Bloom only grunted as another rope surged into Diamond's eager body.

They both came down, but as with the studding spell, the potion's potency left Apple Bloom hard and prepared for another round. She didn't withdraw yet, wondering what Diamond would want to do. Gradually her lover gathered herself.

"O-oh," her voice was mostly back to its affected arrogance, "why are you still on me, surely you've had your f-fill."

Apple Bloom shook her head to clear the echoes of orgasm. Diamond's pussy was still caressing her shaft, and she gently thrust her rump back towards her, as if trying to pull her deeper. Apple Bloom decided she wanted the rest.

"We don't get no purdy fillies like you on the farm," Apple Bloom pulled out all the stops on the accent again, "I ain't ever been able to empty these balls out. I reckon today's my lucky day."

She began rutting Diamond again, settling into a series of deep, hard thrusts. She felt her own cum mixing with Diamond's juices with every thrust, and a shudder went through her. Diamond was thrusting her rump back lewdly now, apparently not caring that her character would never do so.

"I d-don't even have room in me for more," she panted, "it'll make my belly swell up!"

Apple Bloom wasn't sure this was true, though she remembered a very slight visible effect on Sweetie earlier. But Diamond was clearly into it, and it seemed nothing would ruin the fantasy. Apple Bloom decided to go all-in on it, and the thrill of the fantasy again made her stiffen further, to Diamond's pleased gasp.

"Not as much as my foal will, dariln'," Apple Bloom drawled, "don't you worry none."

She knew she'd made the right choice when Diamond squealed beneath her and began thrusting back in earnest. With her full cooperation they bucked each other wildly, and Apple Bloom felt the tide rising higher and higher. To her shock, she found herself feeling warm and fuzzy towards Diamond.

"How did that happen?" She wondered distantly, though now she had room for little thought outside the urgency of her cock pounding in Diamond Tiara's eager body.

"Y-yes Bloom, I want you so much," Diamond panted.

Instinctively, Apple Bloom leaned down and pressed her muzzle against Diamond's. Her lover's eyes widened in shock and for a moment, Apple Bloom was worried she'd pull away. Then she smiled, and opened her muzzle gently. Apple Bloom responded in kind, their tongues touched...

And orgasm washed over them. Open-mouthed, their tongues writhed against each other as Apple Bloom unloaded the last of her seed in a great flood into Diamond's waiting body. It seemed to last forever, both the kiss and the orgasm, but then Apple Bloom's cock vanished and, panting, they separated.

Diamond climbed unsteadily from the desk. A thick white drop of semen and her own lubricants fell from her sex to splatter on the schoolroom floor. Her belly was, in fact, slightly bulging. Apple Bloom didn't think anyone who didn't know would notice it, but even in her exhausted state it turned her on.

"I, uh..." Diamond said.

"We...we should clean that up," Apple Bloom gestured to the puddle of sex on the floor. Miraculously, they seemed to have avoided getting anything on Cheerilee's desk except a bit of saliva from their kiss. "And clean you up, I guess."

"Y-yeah."

They cleaned in silence. As they were finishing, Diamond finally spoke up.

"So, if I act like that again..."

"I'll rut you senseless," Apple Bloom said. "Unless that's not what you want?"

Diamond shook her head. "It totally is!"

"Fine, on one condition."

Diamond's raised nose was back again.

"You have a condition? You liked it too!"

Apple Bloom sighed. "Of course I did. But that doesn't mean I can't have conditions. You can too. That's how this kinda thing is supposed to work."

Diamond rolled her eyes. "Fine. What's your condition?"

"Come to the movies with me."

"What? Now?"

"If you're free, sure. If not, some other time."

"Just you? Like a..."

"A date, yep," Apple Bloom said.

"But...why? Don't you hate me?"

"Nah," Apple Bloom said, then reconsidered. "Well, maybe a little. For old time's sake. Enough to like pretending to have my way with you. But I think I could get to like you. And I don't wanna rut a pony I don't at least try to get to like." She looked down at Diamond appreciatively. "Even if she is hot."

Diamond stared at her for a long moment, then let out a sigh. "Fine. I hear Wet Hot Equestian Summer is...tolerable. It's playing in half an hour."

"Sure," Apple Bloom grinned. "Plenty of time to get there."

"Just a minute," Diamond said, "you said I could have conditions too."

Apple Bloom rolled her own eyes. "I didn't quite mean a trade, but if you want something, sure, ask."

"Come to La Pasteure after. My dad has a tab there. So my treat."

"So you wanna turn a movie into dinner and a movie?"

"Take it or leave it," Diamond said. "But if you've got more of that potion, maybe we won't end with dinner."

Apple Bloom grinned.

"I'll take it."

"I knew you couldn't resist."

They trotted off.

Interlude 4: Spectators

Arranging the curtains to let ponies outside see in, without making it obvious she was doing so, required some artistry. But of course, Rarity had that to spare. She'd prepared that afternoon by hanging her living room windows with curtains of the thinnest gemweave she had. In tailoring, gemweave added a slightly rainbow-hued overlay to other cloth or to the pony underneath, without truly hiding it. Here, the dark window backed the cloth such that it appeared to be a solid, iridescent fabric, something like draped mother-of-pearl. From the outside, though, it had the opposite effect - the curtains were barely visible at all.

Grinning, Rarity settled on to the couch with a book, waiting for Thunderlane to arrive. She could barely concentrate on the words. Her head darted to look at the window every few minutes, though she knew full well she couldn't see if anypony were outside - she'd set it up that way, after all. Every time she looked she imagined one of her friends looking in, and she squirmed. She hoped Thunderlane arrived soon - she could barely stand it.

Outside, Rainbow Dash touched down. Applejack slid gracefully off her back, and Twilight landed between them.

"Nice tail work there, Rainbow," Applejack whispered. "I thought y'all needed those to fly straight, though."

"Eh, not when you're as awesome as I am. 'Sides, who wants to fly straight when you've got a hot mare riding you?"

Applejack just rolled her eyes, but Twilight stifled a giggle. All three turned to look in Rarity's living room window.

"Whoa," Applejack kept her voice low, "no curtains at all? What if somepony else came by?"

Rainbow glanced around obtrusively. They were standing between the Boutique and the large tree to the left of the entrance.

"Why would anypony go this way? There's nothing out there but trees and fields. Besides, this tree blocks most of the window."

"She's right," Twilight whispered. "Besides, she does have some kind of curtains, they're just really thin. Don't you see the sheen? I bet if you look from other angles..." She wandered to the side and the others followed, curious. "Yeah, see?"

Indeed, from the side the thin fabric overlapped. Before they were far out of the line of the tree, the window was a mass of pretty but opaque multicolored fabric.

"Huh," Applejack muttered.

"That's cool I guess," Rainbow said, "but not nearly as hot." She trotted back under the tree, and her friends followed.

Looking in the window this time, instead of at it, they saw Rarity hadn't moved, sitting demurely on the couch, apparently reading. Though they couldn't help but notice her looking towards the window almost as much as she looked at the pages.

"You reckon she knows we're here?"

"Probably not," Twilight said. "It's hard enough to see from a bright room out a dark window at the best of times. And I can't imagine the curtain helps."

"Too bad there's no good way to tell her," Rainbow said, "she wanted us to come and all."

Twilight grinned. "I have an idea."

Rarity looked up for what felt like the thousandth time and sighed. Waiting for Thunderlane was bad enough - at least she'd know when he arrived. Waiting to see if her friends would show up was worse, since she'd never even know if they had! Well, at least, not until she had a chance to ask them. Shaking her head, she looked back down at the book, hoping to read more than a word.

She started as the text on the page blurred together, forming into slightly writhing lines like living ink. She nearly dropped the book and screamed, but before she could the lines reformed into three symbols: Twilight's star, Applejack's apples, and Rainbow's bolt-and-cloud. After a few seconds they dispersed, and the text returned to normal. Rarity grinned, and felt the slight numb fuzziness of arousal redouble at the thought of her friends just outside. After a moment, she shifted on the couch, turning her hindquarters sideways and letting her tail fall so her marehood winked at the window.

Well, she thought, that should help tide them over until Thunderlane gets here.

Thinking of him filled her with guilt for a moment. She knew, on some level, that she should tell him about Fluttershy's indiscretion as soon as he arrived, and that she certainly shouldn't rut him in front of her friends without asking first. But he'd been so willing to let her share their stories with the group! And her sex was already dripping down towards her stifle, and talking would take so long. And her friends were waiting on the show!

Before she could fully decide what to do, she heard the front door open and the heavy sound of a stallion's hooves entering the Boutique, then the click of the lock as he secured the door behind him. She nearly squealed in excitement, but of course kept her ladylike outward restraint, save for her sex, which winked frantically.

"We all agree she's hot, right?" Rainbow was doing her best to whisper, but Twilight could tell her excitement was making it difficult.

"'Course she's hot," Applejack rolled her eyes. "Could stand to make herself up less. And be into mares."

"I like the makeup," Twilight blushed. "Not on everypony, of course! I don't want Apple Jewel back, AJ. But it works for her."

"Yeah," Rainbow said, "it wouldn't be near as hot seeing her pussy winking at us like this if the rest of her weren't all proper. It's like contrast or something."

Before anypony else could say anything, Rarity's living room door opened and Thunderlane walked in. They couldn't hear anything the couple inside said, but he stopped and grinned when he saw Rarity on display on the couch, and motion beneath him drew Twilight's eye. She suspected he'd already been partially erect, but now his shaft was at full mast. Unlike most she'd seen it was all black, like Rarity's sex or his coat, and quite well sized, though not as large as the one Twilight's spell created for her to use on Applejack.

Rarity turned and grinned at him, and scooted over on the couch. He went and sat beside her, and they began kissing passionately. Twilight felt the electric contact of Applejack's cutie mark on hers as her marefriend pressed up against her. She turned and their own lips met in a softer kiss. To her other side she felt more warmth as Rainbow pressed against her, and began rubbing her wing against Twilight's. They all let out a soft moan, then movement inside drew their attention. Applejack and Twilight broke their kiss to watch, but Twilight spread her wings over her marefriends, pulling them close.

Inside, Rarity had dropped her rear legs off the couch, turning her hindquarters to face the window as she prepared to be mounted. Now the trio could see Thunderlane's heavy balls twitch as his cock sunk into their friend. He seemed to be enjoying teasing his mate. She wriggled beneath him, but he kept her pinned with his weight and pressed into her slowly. Twilight could see Rarity's juices running down her leg, pressed out either by her arousal, by the tightness of Thunderlane's engorged member inside her, or both.

Nopony could call Twilight inexperienced in the bedroom anymore, not since she'd taken up with Applejack. And after Rainbow Dash joined them, she had to admit the situation had become positively kinky. Nonetheless, something about watching Thunderlane's dark shaft sink into Rarity's body, and about knowing that Rarity knew and approved of her watching, felt like another barrier falling. She felt her marehood respond in kind. Beside her, Rainbow Dash licked her lips, while Applejack's jaw was slack.

"Look at how wet she is," Rainbow murmured, "I'd love a taste of that."

"Look at how full she is," Applejack said as another inch of cock slid into Rarity's writhing body. "I could use some of that."

Both of them turned to look at Twilight. She rolled her eyes, but her body shuddered.

"I can't do both of those," she said.

"Wait, does the cock take away your pussy? That's weird," Rainbow said.

Twilight shuddered again at the thought. "I guess it doesn't, but I thought you didn't like penises. We haven't used this spell at all with you yet. Do you really want to lick me when I've got all that stuff?"

Rainbow looked in the window again. "I don't think you understand how much I want to go down on you now." She kissed Twilight's sex for emphasis, making Twilight release a little moan as pleasure rushed through her.

"Mmm," she looked in the window again herself. Thunderlane was three-quarters of the way in Rarity now, still taking it incredibly slowly. He was kissing her, and Twilight could only imagine any desperate panting was blocked by the window, but Twilight saw her hindquarters wriggling against his belly.

"Fine." She kissed Applejack, then rose to mount her, channeling her magic through her horn as she did so. She felt the familiar concentrated warmth as her magical shaft sprung forth, and Rainbow let out a low whistle followed by a chuckle.

"Poor Thunderlane," she said, "a mare's got a bigger cock than he does."

"The spell fits it to the partner," Twilight said, "Earth Ponies have slightly larger sex organs than other ponies on average, both genders. And apparently the Apples are larger even than that. If I were to rut Rarity, I'd probably look much more like Thunderlane. Applejack's about that size when she ruts me."

"Less lecture, more rut," Applejack tried to sound threatening, but Twilight thought she didn't really manage to escape 'desperate'.

Not wanting to disappoint her, Twilight pressed forward and pushed her shaft into her marefriend. Applejack eagerly pushed back, and Twilight's shaft easily split her dripping sex. She shivered and both ponies let out a moan. It had been ages since she'd been inside Applejack like this, and while she didn't exactly mind, she had missed the warm, wet feeling of being engulfed in her lover's body. When she thought she was just about as far in Applejack as Thunderlane was in Rarity, she stopped, and lightly restrained her lover with her magic.

"Mmmmph, Twi, why'd you do that?"

Gradually Twilight sunk in as Thunderlane did. "We wouldn't want to go faster than our hosts," she said.

Applejack started to grumble, but spoiled it with another moan. "Fine, but you gotta kiss me like he is," she said.

Twilight obliged. She never got tired of kissing Applejack, and the love that swelled in her when she did so was a lovely counterpoint to her cock swelling inside Applejack's sex. Both ponies moaned into the kiss, though, when they felt Rainbow Dash's tongue pass in a long, wet stroke from Applejack's clit along the shaft of Twilight's cock to her heavy balls.

"Ech," Rainbow said, "nah, still not a fan, even on you Twi', sorry. I'll stick to what I like."

Before Twilight could even think about responding, Rainbow's soft, skilled tongue ran the length of her neglected marehood, reminding her that her own sex organs were still very much in play. It felt incredible, sinking into Applejack like a stallion even as Rainbow teased her as a mare. She felt waves of heat entering her loins from both directions, and it took all her willpower not to hilt herself in Applejack immediately.

Inside, Rarity's own willpower seemed to be less strong. As Thunderlane continued to inch teasingly into her, she gave up. The glow of her magic lit the room and she lifted him bodily with her magic, pulling him out of her body and flipping him to lie face-up on the couch. His member, still glistening with her juices, stood proud in the air above his flailing legs. Her magic pressed them down too, and she climbed on top of him. Now the watchers saw her in profile, her pristine white flank heaving as she climbed on the couch and pressed it against his rampant shaft. Twilight and Applejack moaned in delight as she hilted him in her in one motion, and Twilight sunk to her own hilt in Applejack in turn. Rainbow ceased her attentions for a moment to look.

"Whoa," she said, "way to take charge, Rares. I wish we could give her a nice show back."

In the room, Rarity's magic still swirled, restraining Thunderlane from thrusting as Rarity clearly savored having him deep inside her, her head thrown back with a lusty grin. Mimicking the color of Rarity's own magical aura, Twilight reached into the room with her telekinesis. She found a long scrap of dark fabric and lifted it to Thunderlane's head, tying it securely like a blindfold. Rarity's eyes widened, and she looked to the window. Twilight spread the curtains, and outlined all their bodies in a dim faerie fire. While hopefully not enough to attract attention, she thought it would be enough to let Rarity see them clearly.

Judging by their friend's widened eyes and sudden grin, she was right.

"C'mon you two," Twilight said, "let's turn so we give her a show." Slowly she and Applejack turned ninety degrees, neither willing to take Twilight's cock out of her pussy, until Rarity could see their coupling as easy as they could see hers. She winked at them, then began thrusting herself on Thunderlane enthusiastically. Twilight found the sight of his shaft plunging in and out of her hypnotizing, and found herself matching the rhythm as she rutted Applejack.

"Twi," Rainbow Dash whispering in her ear distracted her. "Uh, look, uh, I wanna..."

Twilight turned to her, panting, and gave her what she hoped was an encouraging kiss. "You can tell me Rainbow, it's okay."

"I wanna know what it's like rutting somepony with the real thing," she whispered, "not a strap-on. Can I buck you?"

"What, now?"

"Not if you don't want to, I guess." Twilight knew Rainbow's kicked-puppy impression wasn't intentional, but it was nonetheless effective. Besides, she found herself not opposed to the idea, just surprised. And distracted by Applejack's tight, wet marehood sliding up and down her shaft. Still, she thought, how would it feel to be penetrated at the same time by Rainbow Dash?

"No," she moaned, "let's do it. I just wasn't expecting it. But it - oh! - sounds nice."

Summoning up all the concentration she could, she lit her horn and cast the spell. She remembered at the last moment to look at Rarity to see her reaction, and wasn't disappointed. Rarity's eyes widened as Rainbow's cock and balls emerged, and wriggled her rump as she rose to leave just Thunderlane's tip inside her, then thrust it back down to take him to the hilt. Twilight saw him press his own body up to meet her. As she similarly hilted herself in Applejack, she felt Rainbow press down on her back. The tip of Rainbow's cock tickled her marehood delightfully as her loved tried to find the right angle to enter her. Twilight reached back with her magic and gently guided Rainbow's flared head to her opening.

"Oh...oh, buck," Rainbow panted as it slowly slid inside. Twilight herself let out a delighted yelp. She'd had Applejack inside her before, of course, but being herself inside Applejack as Rainbow slid into her was something else entirely. The combination of rutting and being rutted threatened to drown her consciousness entirely in heady sensation. Rainbow sunk deeper and deeper into her, and she in turn sunk deeper and deeper into Applejack. Both of their medial rings pressed in, and a shiver passed up the whole stack of ponies at the feeling. Finally both mares bottomed out in their lovers, and all three let out a moan. Twilight thought she'd be content to sit like that forever, full of Rainbow Dash and surrounded by Applejack.

Then slowly, with a groan, Rainbow pulled back. Instinctively hoping to keep the wonderful rod inside her, Twilight followed, pulling part of her own shaft out of Applejack, with all the delicious friction that entailed. Then Rainbow dove into her again, and the force of the thrust hilted her in turn in Applejack. She felt like part of a wonderful sex machine, needing only to respond to the motion of her lovers and be drowned in pleasure.

As they bucked, she thought to look at the window and Rarity. They locked eyes. Rarity winked one gorgeous blue eye, immaculate lashes fluttering, and licked her lips with ladylike delicacy. For a moment, Twilight wished she were Thunderlane, buried to the balls in her friend, snow-white fur heaving at her rough thrusts. She thought about unloading her balls in Rarity and felt a wave of her fluids wash over Dash's cock.

The Rarity threw back her head, and closed her eyes, and Twilight could see her hips working hard on Thunderlane's cock. His hips bucked and twisted, and she thought he must be filling her with his cream. It seemed an eternity, Dash bucking her, her bucking Applejack, and Rarity writhing on Thunderlane. Then she rose, and Twilight found her theory confirmed as thick drops of seed oozed out, white on her black marehood.

Just the sight made Twilight shudder. She knew that if not for the magic holding off her orgasm, she'd be giving Applejack a similar load. Applejack's own reaction, though, made the issue moot. She felt her lover's pussy clenching on her shaft, and felt her own orgasm wash over her as Applejack's began. Her cock head flared out, sealing the entrance to Applejack's womb, just as Rainbow's did the same to her as the spell-induced orgasm went up the chain.

"Oh buck," Rainbow said, burying herself fully in Twilight.

Twilight couldn't hold back her own long, throaty moan. She gushed her seed into Applejack even as ropes of Rainbow's surged into her. She felt like a conduit for messy, filthy love, but love nonetheless between all three of them.

"Oh girls, I love you so much," she panted.

"I love y'all too," Applejack said.

"I love you too," Dash whispered, just as another rope of seed surged from her shaft into Twilight's eager womb.

"Oh, mmm," Twilight felt a wave of heat wash over her at their admission, "AJ, I'm going to give you the rest."

"I think I am too," Rainbow said.

Applejack fell to her knees on the hard dirt, and Twilight and Rainbow Dash pressed down hard on her, both ponies still hilted in their lovers. Twilight felt the familiar drowning heat in her head and belly as her magical balls unloaded fully into Applejack, and again barely pushed away the magical heat that would impregnate Applejack. And, she amended, feeling the surges of Rainbow's cum gushing into her own womb, perhaps impregnate herself as well.

Finally they came down, and looked back to the window. Rarity was servicing Thunderlane with her mouth, and his shaft seemed to be hardening again. When she saw them looking at her, though, she winked again and closed the curtains with her magic. She removed the blindfold from Thunderlane and said something to him before turning, giving them another good show of her dripping sex, and leaving the room. He followed.

"I guess the show's over." Rainbow said.

"Just as well," Applejack panted, "I ain't sure I've got any room left in me."

A wave of fatigue passed over Twilight. "Agreed. I'm certainly ready for bed. You girls coming back to the castle?"

Applejack nodded, and Rainbow shrugged.

"I guess it's closer than my place, and I'm pretty tired."

"Wanting to sleep curled up with us has nothing to do with it, I'm sure," Applejack said.

"I figured that was obvious," Rainbow said.

Rolling her eyes, Applejack climbed on her back, and they flew off to the castle.

Pausing only to make sure Spike was okay (he'd left a note that he was going to stay over with the Crusaders), Twilight, Applejack, and Rainbow did indeed crawl into bed. Though Twilight did want to talk to her lovers about the experience, she was content to wait until morning. Especially since she suspected if they were to talk about it much now, they'd want to relive it, and would be up half the night at least. So instead with a few quiet kisses, they drifted off to sleep.

What felt like no time later, though, Twilight awoke to a soft but firm knocking on their chamber door. She glanced around in confusion. The night sky was still visible through the window, with no hint of dawn.

"Spike?" she murmured, carefully disentangling herself from the legs of her lovers. Despite her best efforts, though, Rainbow and Applejack groggily began waking up as she walked to the door and opened it.

Spike wasn't there, though. Instead Rarity stood in the door, her mane slightly disheveled and her eyeliner streaked with tears.

"Rarity? What's wrong?" From the bed, Applejack and Rainbow Dash sat up, awake, at Twilight's words.

"Oh Twilight, I'm afraid something terrible has happened. Also I've had an epiphany."

"Oh dear," Twilight said. "You'd better come in." She returned to sit on the bedsheets, while Rarity sat in the desk chair. She was suddenly glad they hadn't rutted each other again on returning, soiling the sheets.

"So what's wrong Rares?" Applejack said.

"Well, I uh, I must admit I didn't tell Thunderlane you girls were watching us beforehand, as such."

"Oh," Twilight said, getting a pretty good idea of what was up.

"I meant to," Rarity went on, "but I was just so hot when he arrived, I didn't want to take the time. And he'd never had a problem with me telling you about our exploits or any such thing. So...well, you saw what I did instead."

Twilight's heart sank. When she'd put the blindfold on Thunderlane, rather than merely preventing a relative stranger from seeing her rutting her lovers, she'd inadvertently been aiding and abetting a cover-up!

"When we left the living room, we went right upstairs for round two, but I was calmed down enough that I felt I had to tell him. So I did." She gave a small sob.

"I take it it didn't go so well," Applejack said.

"N-not as such," Rarity managed a crooked smile. "He was very upset. He said my talking about our private lives in the meetings was bad enough. Which seemed dreadfully unfair, since he'd told me he liked it! But nevermind. He said he'd signed up to date one mare, not six, and that whatever 'weird thing' we had going on, he didn't want to be my 'way of making up for you girls not being stallions'."

Rainbow Dash awkwardly rubbed her head, eyes wide, but said nothing.

"Oh Rarity, I'm so sorry," Twilight said, wrapping her friend up in her wings. "That sounds awful."

"Then he stormed out, of course," Rarity sighed. "I imagine it'll be awkward with us for some time." She produced her compact and flipped it open, fixing her makeup.

"Celestia, I look a fright. There, that's better," Twilight could now see no trace of her tear lines, her immaculate look back in full force. Uncomfortably, it looked beautiful.

"That's rough," Dash said. "You must be pretty sad."

"I was for a bit," Rarity said, "but then I realized something worse."

"What, worse than getting dumped by a pony you cared about?" Applejack said.

"Oh yes. I realized he was right. I never really loved him. Oh, don't get me wrong. I loved being treated like a lady. I loved the attention. I - oh - I certainly loved his beautiful stallionhood. But I'd have been just as happy with anypony doing those things for me."

She looked directly at Twilight now, beautiful eyes wide.

"Or happier, if it had been someponies."

Gently she leaned forward, and pressed her lips to Twilight's. Surprised, Twilight took a moment to react, then opened her own. They kissed gently but long. A whistle from Rainbow Dash broke the mood a little. Rarity withdrew and glared at Rainbow, then walked over to where she sat on the bed. Rather than admonition, though, she pressed the pegasus to the covers and gave her a savage kiss. Twilight found herself getting wet just watching. Finally Rarity broke that too, and moved to Applejack. The two mares looked at each other for a moment, then Applejack nodded, and they came together hungrily. Rainbow nodded in approval. Finally they came up for air.

"So wait," Rainbow said, "just like that you're gay now?"

"Oh goodness no, Rainbow," Rarity shook her head. "I love you girls, but I still can't get excited about the idea of going down on another mare. It just doesn't do it for me. But," she grinned, "I do think you're all beautiful. And I love you very much, and just thinking about you and saying that makes me hot. It's just when I love a pony, I want them to fill me up with a beautiful stallionhood. Fortunately, we have magic."

"So," Applejack said, "you're not exactly gay, but you wanna rut us anyway, since we can grow magic dicks?"

"No, Applejack darling," Rarity said. "I want to romance you all. Whatever you have here, this trio, I want to join you. If you'll have me. I want us to go on dates and be in love and do all those wonderful things. Thunderlane was right, it's you girls I want in my life in every way, not some gentlecolt. But that includes sex, no doubt. I realized it when Twilight opened the curtains tonight. I've never had as strong an orgasm as I had then, and I wasn't thinking about him. I was thinking about you girls being inside me. I want that. I do so hope you do too."

Twilight looked at Applejack and Rainbow, head on the side. First Rainbow nodded, then Applejack, then Twilight grinned and nodded herself.

"Of course we love you, sugarcube," Applejack said, "we said it when we got together, we love all you girls. And if you're sure you'll be happy being with us like that, shoot, I'm more than happy to have you."

"Yeah," Rainbow said, "that classy thing drives me crazy, if I've gotta get a magic dick to get a piece of that, I'm in. Also you're, uh, pretty cool, and I'm pretty into you."

Twilight just leaned in and kissed her again.

"I'm sure you're worn out," Twilight said, "but you're welcome to stay here tonight if you'd like."

"Oh no," Rarity said, "I still haven't told you the very worst thing that happened tonight."

"It gets worse?" Applejack said.

"Oh yes," Rarity nodded. "That brute Thunderlane left before round two. I'm desperately horny." She turned and flashed her marehood. There was no sign of Thunderlane's seed left on it, but it was coated in her own slick juices and winking furiously. "If you girls would be so good as to rut me, I'm sure I'd be much better able to sleep."

"You don't have to ask me twice," Rainbow said.

"I'm game," Applejack said.

"Of course I am too," Twilight felt another stirring between her legs. "But who's first?"

"You always wanted a prince, right Rares? Is a Princess good enough?" Applejack grinned at her, and Rarity blushed. Twilight felt butterflies.

"Well," she said, "I must admit the idea of royal seed inside me is quite appealing. Twilight dear, do you mind?"

Twilight shook her head, throat suddenly dry. She lit her horn, and felt the cock spring forth again between her legs. Idly she noticed it was slightly thicker than Thunderlane's, and grinned to herself. Not that she thought Rarity would care much, but she was obscurely pleased that she'd be a slightly better fit.

She kissed Rarity again, then trailed her lips down her neck to her chest and belly. As she did, Applejack's lips replaced her own on Rarity's mouth, while Rainbow Dash wrapped her wings around both Applejack and Rarity and began caressing their sides.

Soon Twilight came to Rarity's beautiful marehood. The thick lips were slightly parted, glistening with fluids, and it winked at her. It smelled heady and musky and slightly acid. Twilight took a deep lick. She thought it might be her imagination, but would have sworn it tasted faintly of fine Prench wine.

Suddenly Rarity's muzzle was in her face, and her weight was pressing down on her, pinning her belly up on the bed. The marehood she'd just sampled pressed gently against her ready shaft, the tip just at its entrance.

"Oh I promise I'm quite ready dear," Rarity said, "there's no need for that."

Then she kissed Twilight, and unceremoniously sank her sex down the entire shaft, taking the whole thing to the balls in one smooth motion. Twilight gasped into the kiss, overwhelmed with the feeling of being totally engulfed in Rarity's gorgeous body. Rarity broke the kiss and grinned.

"This won't do," she said. "Some generous friend I'd be if I didn't take care of all my new lovers."

Her horn glowed, and Rainbow and Applejack's cocks appeared, hard and ready.

"I didn't know you knew that spell," Twilight panted.

"Thunderlane left an hour ago. I learned it before I came. A lady is always prepared." So saying, Rarity took Rainbow's new cock into her mouth and began working it expertly as the pegasus moaned.

Twilight thrust her hips up, pressing tight into Rarity's marehood. Never taking her mouth from Rainbow's shaft, Rarity began thrusting back. After a few delicious, long strokes, she moved her mouth to Applejack's meat, working it as well. Twilight could see Applejack looking down at Rarity's rear bouncing as she moaned at the feel of her mouth.

"This won't do," Rarity said, coming up for air. "I can't help you both at once, and besides, if I do, I'll just get filthy with your seed. I'd far rather have it all inside me. Applejack dear, you like my rear, don't you?"

"Mmm, one of the best in Equestria, I reckon."

"Well be a dear and rut it for me then, will you?" She bobbed her head back down Applejack's shaft, taking as much in her mouth as she could, then withdrew it, leaving it dripping with her saliva. She ran her lips messily along the whole thing, coating it in spit.

"Beg pardon? You want me in your butt, sugarcube? Miss 'I couldn't get my hooves dirty' Rarity?"

"Oh yes," she said. "Well I simply see no other way to satisfy you all. And, mmm, if I'm going to be in a relationship with three ponies, I want to feel the part."

Applejack shook her head, but moved around behind Rarity.

"It is one heck of a butt," she muttered.

"Do feel free to pull my tail aside with your mouth, darling," Rarity said, licking Rainbow's shaft. Her tone was as casual as if she were helping a customer in the boutique, despite Twilight's cock sliding in and out of her marehood, Rainbow's in her mouth, and the fact that she was instructing Applejack on how best to enter her rear.

Applejack seemed to think her idea was a good one, and did indeed pull aside her tail. Twilight wondered if that were as immaculate as the rest of her. Did she bleach? She felt herself stiffen at the thought. Then she felt the unmistakable pressure of Applejack's cock against hers, only Rarity's thin internal walls separating them. Rarity groaned around Rainbow's shaft, and Twilight couldn't tell if it was in pleasure or pain, but then it lowered and deepened and the pleasure became clear. Twilight felt Applejack's medial ring slide in, and then they were both hilted in Rarity. She looked up, and saw a surprising amount of Dash's shaft was in her mouth as well. Rarity moaned deep, then took her mouth off to speak.

"Well go on then, rut me hard, loves."

Twilight and Applejack didn't need any more than that. They began pumping, feeling each other move, alternating in and out as Rarity's rump rose and fell between them. Twilight was in heaven, barely able to look at Rarity's skillful mouth roaming over Rainbow's member above her muzzle. The moans of the four ponies filled the room, and the pressure of Rarity's dripping sex combined with the friction of Applejack's cock on the bottom of her own swamped her mind in pleasure.

"Twilight dear," Rarity panted in a rare breath break, "you're going to fill me up with royal seed, right? Just like I always wanted?"

"As soon as you come," Twilight said.

"Mmmm, yes, wonderful," Rarity dove back onto Rainbow's cock.

Twilight felt the heat rising in her then, and knew Rarity must be very, very close. She activated her horn, gently rubbing Rarity's teats and clitoris with her telekinesis. Rarity let out a throaty moan around Rainbow's shaft, then the orgasm broke. Applejack hilted in Rarity's rear, pressing her down in turn to the hilt of Twilight's cock in her pussy. Twilight felt her flare open, and then the first ropes came thick and heavy, splashing directly into Rarity's womb, again a thread of discipline away from being fertile. She felt the pulsing of Applejack's cock nearly pressed up against hers, and looked up to see Rainbow's balls clenching and Rarity's throat working desperately as she swallowed the load.

The orgasms of her lovers fed into hers, and Twilight could tell that once again, she was going to just keep going until she ran dry.

"You're getting all my royal seed inside you, Rarity," she panted, punctuated with another thick rope.

"You're getting everything we've all got," Dash said, and Applejack moaned affirmatively.

Twilight felt her ropes get larger and thicker, blasting into Rarity. She imagined she must be filling her to the brim, and was pretty sure she felt her own seed pressing up against her flare. She'd never fired a load this big before, and dimly wondered if she'd somehow messed up the spell. Somehow Rarity was still swallowing all of Dash's load, and she could feel Applejack's dick still pumping, way later than she thought possible. Rarity let out a groan, and Twilight looked down to see her belly visibly distended with the seed pumping into it from every direction. The sight made her release two more massive ropes, and she could swear she saw it bulge more as she released them.

Finally Twilight felt her last blast go, and her cock vanished. Applejack grunted as she collapsed on the bed, and Rainbow fell back with a dazed expression. Two small trickles of seed ran down the side of Rarity's mouth, but Twilight didn't feel the flood she expected on her own legs. Curious she looked at Rarity's marehood only to see the blue glow of her magic surrounding both it and her rear.

"I'll go clean up in a bit," Rarity said, "but until then, I wanted to feel it all in me. Come kiss me again?"

Twilight thought that, on the whole, that sounded like an excellent idea.

Interlude 4: Invitations

Author's Note

This is a chapter featuring young ponies. You have been warned.
It is also a chapter featuring a lot of story before the clop. You have been double warned.

Interlude 4: Invitations

Wet Hot Equestrian Summer was not a good movie. Apple Bloom didn't think it would have been even, in Diamond's words, tolerable, had she watched it alone. Fortunately, Diamond's cutting remarks, which had so often tormented Apple Bloom mere months ago, proved much easier to appreciate when directed at the movie, which was in no position to be harmed. Throughout the whole thing, Diamond Tiara pressed her muzzle up against Apple Bloom's ear, providing a steady stream of hilarious commentary. The feel of her lips was also, incidentally, quite distracting. By the time the movie was reaching the home stretch, Apple Bloom felt like she couldn't possibly contain her laughter if the commentary went on, so she gave in to the other distraction instead, and kissed Diamond. After a moment of surprise, she kissed back, and they spent the last part of the movie making out. All in all, Apple Bloom thought it was a more respectful outcome than bursting out laughing in the public theater.

And the kissing was pretty nice too.

They spent much of the walk to La Pasteure in laughter, though, as Diamond recalled some of the more shameful moments in the film with gusto, and Apple Bloom enjoyed the ability to laugh about them as much as she liked without disturbing anypony else. As they neared the restaurant, though, both fillies grew quiet. Apple Bloom didn't know why Diamond became more reticent, but for herself she was worried. Talking to Diamond about the movie was easy, but what would they say beyond that? They'd been enemies until very recently, and even now Diamond's strange behavior before and during sex made her unsure what they were. What were they going to talk about in a fancy restaurant?

Worried, she pressed her flank closer against Diamond's, and the other filly pressed back. So they walked close the rest of the way, and Apple Bloom felt comforted. Still, Diamond remained subdued, and nopony said much until they'd placed their dinner orders. Finally, after the serving pony left, Diamond looked up and cleared her throat.

"So, uh, I've been meaning to ask," Apple Bloom could detect the awkwardness, "did you really just ask me out because you think you might get to like me?"

Apple Bloom stared at her, confused. "Uh, sure? I mean, we did just," she looked around the extremely classy decor, "well, you know, in the classroom. I feel like if I'm gonna do that with somepony I wanna know them better. 'Sides, why else would I? Sure, you're hot, but so're Scoots and Sweetie and they're my PFFs. Uh, with benefits. Not like I'm hard up or anything."

Diamond stared at her for a long while, then laughed.

"You really have no idea, do you?" Apple Bloom felt a chill go over her, but neither the laugh nor the tone were nasty as she'd expect. "I can't imagine you can lie that well, what with your sister and all. You never even thought of the money, did you? Not like all those others."

"What do you mean, all those others?"

"It wasn't always just me and Spoon," Diamond sighed. "A few years before I got my mark, I had lots of friends. Then when I got a little older, I realized they always wanted to spend time at my house, playing with my toys. They never invited me over. So I asked a few times, and they always had excuses! They didn't really like me, they just liked that I was rich. Silver Spoon's the only one who got it, she had the same problem."

Apple Bloom felt bad for Diamond, but inside the part of her that liked cracking a difficult potion recipe did a little cheer as she felt like a bit of the mystery unraveled.

"That's rough, Diamond, I'm real sorry," she said slowly, "but, uh...can I suggest a uh, alternate theory?"

Diamond looked up sharply, then seemed to force herself to soften. "I wouldn't have asked you here if I didn't want hear what you had to say."

"I think you might be looking at that the wrong way 'round."

"Go on."

"Well, no, look. Foals are jerks sometimes, we all were. Heck, it weren't long ago the three of us fed my brother and Ms Cheerilee a love poison! So I'm sure some of 'em really were taking advantage. But think about it from their side. We weren't ever friendly back then so I've only seen the outside, but your house is huge. And I bet you have all the nice, new toys, right?"

"Of course. Barnyard Bargains carries most of them, so Daddy got a lot of samples."

"Right, well, growing up, I had more toys that were as old as Granny than toys that were younger than me. And there's no place in our whole farmhouse where more than two fillies could play together and have much space. I bet lots of other foals around here were about the same. How do you think they'd feel, having somepony like you over to play? It's like...taking Princess Celestia for hayburgers! Or worse, 'cause these hayburgers were cooked a hundred years ago. Or at least, lots of ponies'd worry about that."

Diamond stared at her. Finally she laughed again, but Apple Bloom thought it was covering a small sob.

"I think you might be right," she said slowly. "And you could have told me years ago. But instead I was a huge jerk."

"Hey now," Apple Bloom reached her foreleg across the table to rest it gently on Diamond's barrel. "Like I said, we all did dumb stuff when we were younger. Probably will do a lot more now we're older. No use getting upset about it. 'Sides, we're all still young. You're right, we didn't get on, but now we're here on a date. And I'd be happy to have another. No reason you can't patch things up with others too."

"You're right," Diamond said, bringing her own foreleg down to touch Apple Bloom's, making her shiver. "Uh, that's another thing, though. Are they going to hate me even more for seducing you? Aren't you three like, together?"

Apple Bloom laughed. "Don't be silly, I talked to 'em before I even made those potions. Don't get me wrong, I love those girls, I always will. We're friends forever. And I'm sure I'll keep fooling around with 'em too, they're hot mares and we care about each other. But they're the couple. I'm not extra or anything, but they got their marks together, and they work perfectly together. If we go out, we'll be a couple. I'll just sometimes hook up with them, is all, if we feel like it. I bet you could too, if you patch things up."

Diamond laughed, this time more freely.

"Well, I guess I was upset no one wanted to share their toys with me."

Apple Bloom was almost offended by Diamond calling her friends 'toys', and would have been if her tone had been at all mocking, but it was light, and Apple Bloom realized that if it was a joke at anyone's expense, it was Diamond's own. As she realized it, she laughed too.

Then their food came, and it was delicious, and they ate in companionable silence. And as the meal ended, Apple Bloom thought of Diamond's old concern.

"Hey," she said, "I dunno who asked who out, but wanna walk me home?"

"Sure."

So they walked in the beautifully clear, pleasingly crisp late fall, through nighttime Ponyville, to Sweet Apple Acres. Somewhere Apple Bloom remembered that Diamond had suggested they might have sex, if the date went well, but she found herself content. She'd admit that it wouldn't take much from her companion to make her say yes, but the night was chilly, and she had a lot to think about, and wasn't interested in pressing the issue right now.

Something about the evening made silence easy, but Diamond pressed her flank and barrel close as they walked, and Apple Bloom found it filled her with warmth, even if not of a directly sexual nature. Then they crested the last hill and Sweet Apple Acres lay spread out before them, farmhouse aglow with lights.

"You love it, don't you?" Diamond Tiara said.

"It's home. I don't love it like Applejack does. I could see going away, maybe, if I had a good enough reason. But it's home. I've got roots here, you know? I'll always love it, like," she was treading into dangerous ground, and felt her mind skitter away, "like family."

"I don't love my manor," Diamond said. "It's a home, not home. I know Earth Ponies are supposed to have roots, ties to the land, whatever, but I don't, not there." She was quiet for a long while, and Apple Bloom didn't know what to say. Luckily Diamond didn't seem to mind, and eventually went on. "Maybe that's why I wanted to visit other ponies. Try to figure out what it's like. I'd have liked to visit here." She snorted. "Listen to me going on. Sorry."

"It's okay," Apple Bloom managed. "I asked you out to learn more about you, remember?"

"I thought it was to get your dick back in me," Diamond grinned.

Apple Bloom rolled her eyes. "What with how you were carrying on at school, I think I could've done that anyway."

"Yeah, you could," Diamond said. "But uh, do you mind if we say we'll do that next time? Tonight just doesn't feel like the right time, I don't-"

Apple Bloom cut her off with a gentle kiss, before she could get too awkward apologizing. She kissed back.

"I was thinking the same thing. 'Sides, we don't want Granny hearing us and coming out to yell at us." They both shuddered. Then Diamond kissed her again.

"Do you want to do this again?"

"Yep."

"I'm busy the next few days, and I think Daddy had something for me to do too," she said, "I'll let you know soon when I'll have time."

"Alright." Apple Bloom kissed her again. "Thanks for going out with me. I had a good time."

"Me too. Goodnight, Apple Bloom." The soft way Diamond said her name made her shiver a bit.

"Goodnight, Diamond Tiara." They kissed one more time, then Diamond walked off into the night. She swished her tail aside just a bit, and Apple Bloom saw a tiny trail of her own semen on Diamond's marehood.

The sight nearly made her call out, but she decided against it, and went to bed.

The next day was a weekend, and found Apple Bloom helping out at the stall in the market, a new duty now that she had her cutie mark. It was a busy day, leaving her little time to think on anything, and the hours flew by until she broke for lunch. She wandered the other stalls, gathering an assortment of produce to eat at one of the market's picnic tables. The fall harvests were delicious, and she was busy enough savoring them to pay little mind when another pony sat down beside her - sharing the tables wasn't rare on such busy market days.

"Good afternoon, Apple Bloom," Filthy Rich said, nearly making her spit-take. She managed to swallow in good order, and took a long drink of water to clear her throat.

"Afternoon, Rich," she managed. "How're you?"

"I'm well, thank you," he said. "But I did hear something interesting from my friends at La Pasteure. Did you and Diamond Tiara eat dinner there yesterday?"

"Uh, yes sir," she said, suddenly gripped with a chill.

Rich's eyes narrowed. "What's the story there? Why?"

"Uh, well, I kinda asked her out to a movie, sir. And she said yes, but only if we went to dinner after."

"Wait," Rich's expression changed to something Apple Bloom couldn't interpret. "You asked her out? I thought you two didn't get along."

Apple Bloom swallowed. "Well, it's complicated sir. I don't...are you angry at me?"

But Rich broke into a grin. "Angry? Oh, Celestia, no! I was worried she'd blackmailed you, or something awful like that! If you're getting on with her better, it gives me hope she'll learn to be a good pony yet! Maybe you can get through where I've never been able to. This is wonderful news!" He slowed down. "Err that is, I hope it is. Was it a successful trip?"

"Oh yeah," she said, and relief washed over her, "we had a great time. We're gonna go again, I think, when she figured out her schedule."

"Wonderful, wonderful! You've always been such a nice filly, she's very lucky," Rich said, then laughed. "And best of all, I don't even have to give you the scary talk about protection! No risk there!"

"Oh no sir, I make all the potions myself, I'm sure they're safe!" It took Apple Bloom only a fraction of a second to realize that her bubbling relief at Rich's approval had betrayed her. Sadly no potion, or other magic, could take back words even so recently said.

"I beg your pardon?"

"Oh, horseapples. Look, uh, Rich, I didn't mean to say that. Do you really wanna hear this?"

Rich looked like he might not. "My daughter's health is very important, I need to know if she's at risk," he said sternly.

Apple Bloom couldn't fault him for this, in fact realized she basically approved, but had really been hoping he'd say no. "Uh, well," she felt like her coat was going to light on fire, "I kinda make a potion that...gives me stallion bits. She really likes it. But it's safe, it's all sterile! I did the recipe myself."

Rich, to her shock, was also flushed, but there was a sudden strange gleam in his eyes.

"Well, uh, that's good then. But, you say you made this potion yourself?"

"Well, it was a spell Sweetie Belle did first, and I only made the potion to, you know, make it safe," she said. "But yeah, once I knew how she was doing it, it was pretty easy to make a potion that did the same thing."

"Wait, so you're saying you can make a contraceptive potion, and a studding potion, or combine them?"

"Sure. I don't think this has to do with Diamond's safety though, I told you it's safe."

"Oh yes, I believe you," Rich waved a hoof, "and I'm glad you fillies are having fun I suppose," here he blushed again, "but no, I'm talking about my second greatest love, business. How much of this potion can you make?"

"Well, I guess it takes a few hours to brew. But I could probably refine it to make the dose smaller. And other than that...how big's your cauldron? But what's the big deal? Zecora makes lots of weird potions, and it's a spell any unicorn can do."

"My dear," Rich said, "Zecora is a great talent, but she makes small amounts of potions, at great personal risk. She rarely has more than a few bottles of anything per month. And even so, I have never seen her sell a studding potion. And what Earth Ponies or pegasi want to hire a unicorn for, uh, bedroom use? It seems you can make this without dangerous trips to the Everfree. And in large enough quantities to use it whenever you like. This is a rare gift."

"Well, it is my cutie mark."

"I can see why! But all three of these potions would be tremendously popular in our housewares section at Barnyard Bargains. Our families have been in business since the founding of Ponyville. If you could make enough of this for me to sell - say, twenty or thirty doses a week at a start - I believe we could do very well for ourselves, Apple Bloom."

"Oh," Apple Bloom thought about it. "Oh. Yeah, I bet if I changed the recipe I could do that many doses in my cauldron. Can I have a bit of time to think about it? And work on the recipe?"

"Of course, my dear! No pressure at all. But well, your mark isn't about apples. Everypony needs a living, and I think this could be a generous living indeed. Why don't you join Diamond and I for dinner? Say, in three days? Is that long enough? We can talk business over the meal, and I'm sure you wouldn't mind seeing her after."

"Sure," Apple Bloom said slowly, "that sounds nice."

So Apple Bloom found herself trotting up to the Rich mansion several days later, saddlebags full of potion samples. She'd worked hard to refine the recipe, and Diamond's prior plans had kept them from doing much more than exchanging a few words and a quick kiss at school, so she'd barely seen her. But it had payed off. The three potions she'd produced were much more concentrated, a dose fitting in a vial with total volume less than a shotglass, without a loss of safety or use of dangerous-to-obtain ingredients. She'd done extensive research, and even managed to get Twilight to do some magical analysis on the final results to confirm they'd worked as intended. (While she could of course test the studding potion on herself, verifying the fertility and contraception factors experimentally would have been impractical for several obvious reasons.)

She'd also made sure to ask Twilight what the ingredients she'd used in the potion actually cost. While Twilight was glad to give her ingredients to learn on, or for her own personal use, she wanted to make sure she knew what the potion really cost. Even if Twilight would let her, she didn't want to use the Princess's ingredients to turn a profit.

She felt heavy as she prepared to raise the ornate door knocker. Partly due to the potions, but mostly due to the several things she felt were riding on the dinner.

Diamond opened the door. Apple Bloom swallowed. She looked like she always had, but now that meant something totally different. Apple Bloom thought she was beautiful.

"Hey," she kissed her.

"Hey yourself. You look nervous. Don't worry, Daddy likes you. It'll be okay."

"Thanks."

Together they went in to the big dining table. The mansion's dining room wasn't actually larger than the whole downstairs of the Sweet Apple Acres farmhouse, Apple Bloom was pretty sure, but it sure seemed it. The grand entertaining table was empty; Rich sat at a smaller one off to one side, set for three. He grinned as they came in, and her nervousness abated somewhat, even if it didn't entirely dissipate.

Apple Bloom was ready to talk immediately, but being unsure how to act in this kind of situation, took her cue from Diamond and Rich, both of whom ate the generous meal - brought by a serving pony - in silence. Only when they'd finished the desert course did Rich lean back.

"Thank you, Humble Servant," he told the serving pony, who nodded at him. "Give Wood Fire our regards, it was excellent, as always." Humble Servant left, and Rich turned to Apple Bloom. "Now then, business. What have you come up with?"

Apple Bloom removed one each of her little sample vials from her saddlebag and carefully put them on the counter. They were simple glass vials with colored lids - one green, one blue, and one yellow.

"The green one's the contraceptive," she said, "the blue's the sterile studding potion, and the yellow's the 'live' one."

"And you're quite sure they work?"

"Yeah. I'd uh, show you now, but they kinda make it..." she trailed off and blushed, but Rich just looked confused. "Once you take one it's real uncomfortable if you don't use it, you know?" Rich colored himself then, and nodded.

"Mmmm, indeed, I could see that being a problem. But you have tested them?"

"Of course! Well, I don't want to get somepony pregnant so I didn't test that bit, but I had Twilight use some of her lab stuff to make sure."

"The word of the Princess is more than good enough for me, of course," Rich said. "These are small vials - each is a full dose? How many can you make in one go?"

"I guess probably about a hundred of these."

Rich's eyes widened. "That is better than I expected. I think we have a great opportunity here, Apple Bloom, assuming you can make them affordable. How much do the ingredients cost?"

"Fifty bits for the herbs and stuff for a batch," she said, "plus whatever the vials cost. I'd want to get labels for 'em too, and make sure they had instructions, you know."

"Don't you just drink the whole thing and, err, enjoy?"

"Well sure, but we'd wanna be clear about which one was which, how long it lasts, things like that. We wouldn't want anypony to panic. The studding ones last a long time if you don't use 'em, so we'd want to make sure we said that in case somepony drank one and then their partner panicked, or just if somepony took one on a dare or whatever. And I couldn't get the contraceptive bit of the combined potion to last exactly as long as the studding bit, so if somepony took one and didn't use it for a few hours, even the 'safe' one might stop being safe. There are lots of little things like that. And we'd want a logo and stuff so might as well put all the details on the back, right?"

"Ah, yes, well, I do agree in any case, and there's a print shop in town that should be good for the task, I believe they do the labels for the Zap Apple Jam you sell on to other markets. Fifty bits for the whole batch is very cheap, though, better than I expected. As for the other things you mention, it'll cost a bit to design them, but the vials with labels are likely to be fifty to a bit after that, they're all easily mass produced these days. Now tell me, Apple Bloom - how much are you hoping to make on this product?"

"Shoot," she said, "I don't need much, I'm still in school. Bits're great, but it seems like everypony could enjoy this, and I wouldn't want ponies to get priced out when it's so easy to make."

"Hear, hear," Rich said. "That's the philosophy that made Barnyard Bargains what it is, you know. And if you wanted to make more, it sounds like you could step up production. So, here's what I propose. Sell each vial for ten bits. That's cheap enough for most ponies to get without much trouble."

"That is pretty cheap," Apple Bloom said, "but that's still a thousand bits for a batch that just costs me fifty-two or so to make."

"Remember none of us will keep all that ourselves," Rich said. "It's not an unusual markup. For most of the things we sell, the pony or company that makes it keeps about 30% of the sale price, the one that ships it around Equestria takes 30%, and the one that sells it takes about 40%. That's because selling it is usually more expensive - renting shop space is a lot more expensive than renting warehouse space, and so forth. So if you were to pay somepony to distribute your potion to shops, you'd make about three hundred bits on each batch, or right about two hundred fifty profit. You said it takes a few hours to brew, so you're making, what, a hundred twenty five an hour?"

Apple Bloom's eyes widened. "That's a whole lot of bits!"

Rich shrugged. "In my opinion, it's what the market will bear. Besides, I have a feeling these will be popular. Unless you want to really go into business with this right now, pricing it cheaper might only frustrate ponies. Say you made them five bits each. You'd make fifty bits an hour, which as you say is still a good wage, but they'd probably sell out within a day. At that rate, ponies who plan to use them will buy several, just to have them in case, because they're such a bargain. Ponyville is full of mares, many of whom are married to or dating mares. You'd have to make a batch every day, or a lot of ponies that wanted it wouldn't be able to get it. Maybe someday you'll want to make that much, but if you do, you'll be looking at selling outside Ponyville, and so forth. And if you're serious about this, and it's as successful as I think it will be, you'll want to expand to other towns. Hundreds of bits is a lot for a young mare living at home, but it's nothing for a growing business. Does that make sense?"

Apple Bloom thought it over for a while. It was a lot of information, and she was a little afraid Rich was taking advantage of her. She looked over at Diamond, who smiled at her, and she felt a little better.

"It sounds reasonable," she said. "I didn't think ponies would want this stuff that much."

"I believe they will," Rich said. "And I have grown my family fortune by knowing what ponies will and will not buy. Even at ten bits, you may have to make a batch once every two or three days for Ponyville alone."

"Okay," Apple Bloom said, "but you said it'd cost something to design the labels and bottles. I don't know much about that stuff."

"Well, fortunately, you have my expertise. I would be happy to be your business partner in this, if we can come to an agreeable deal. Now I was thinking--"

At this point Diamond got up and whispered for a while in her father's ear before returning to her seat.

"Yes, well," Rich said, "seeing as how Diamond has just reminded me that she is quite fond of you, and that our families have had a long and lucrative business history, I will be direct. I believe you have a gold mine on your hooves, Ms Bloom, and that if you manage it wisely, you have the opportunity to create a powerful Equestrian brand. Barnyard Bargains would benefit from being on the ground floor of that, so I would like to invest in you, and give you the best chance to succeed. So I will offer you the following deal, which you should think about for at least a week. I will let you use my legal team free of charge. They will help you set up all the nonsense you need to begin a business, and so forth. I will also hire a local design pony to put together your labels and the like and cover those costs. In exchange, we will split all proceeds from sales in the Barnyard Bargains Ponyville location fifty-fifty, since no distribution will be necessary. I suggest you keep no more than 20% for yourself and invest the rest so as to be ready if you want to grow. In exchange, you'll agree that, if and when you decide to expand beyond Ponyville, you will use Barnyard Bargains as your distributor for at least the first ten years of the business. We have a network of ponies that deliver things to our other store locations, and already distribute some other products, like your family's apples, for instance. We'd of course agree not to exploit this by taking a larger cut than you could get from other distributors, I just want to make sure I get my initial investment back when you go national. I'm sure my lawyers can work out the details to our satisfaction."

Apple Bloom swallowed. She'd come in expecting to get some pocket money selling a few batches of potions through Barnyard Bargains, kind of like a lemonade stand. But now Rich was talking about selling all over Equestria, founding a company - about being a grown up. Then she realized she had a cutie mark. Even if she wasn't done with school, she was a young mare in the eyes of the law. And she'd never really thought about how she'd make a living, but this sounded like it might be quite a living indeed.

"I'll have to think about it, like you said," she said slowly. "This sounds...big."

"I understand," Rich said. "You're young, and it is a lot. And I'm much more experienced, and while I do honestly mean to offer you a good deal, I'm comfortable in this world while you are not yet. Take your time. Talk to your sister and her friends. Applejack has a good head for numbers, running that farm so well, and Rarity more so. I wouldn't let you agree to anything now. But I'll write out the details and have them ready for you when you leave in the morning."

"In the morning?" Apple Bloom and Diamond Tiara spoke at once.

"Well, you can come back if you'd like, I suppose," Rich shrugged. "But I thought you might like to stay the night. After all, you two are close."

Apple Bloom wasn't entirely sure she believed what she was hearing.

"Are you really saying..." she didn't even know how to ask.

"I was young too once," Rich laughed, "hard though it is to believe. And don't you remember how I found out about these potions? If you'd like to stay, I'm glad to have you, but of course Diamond would also have to agree."

"N-no," Diamond said, "of course if you want to stay, Bloom, that'd be...fine." She looked at Apple Bloom. She didn't smile, and Apple Bloom couldn't read her expression at all. She looked distressed, but at the idea of her staying, or not? Apple Bloom cocked her head.

"Please stay," Diamond mouthed, looking only at Apple Bloom. Bloom's mouth went dry.

"Alright," she said, "thanks. I will stay. It's a real nice house you have anyway, thanks for inviting me."

"It's no problem at all," Rich said, "you are always welcome, my dear. I'm so glad you and Diamond have patched things up. And please believe me when I tell you that will be true even if you decide not to go into business with me. It's a big thing, and not for everypony. I won't blame you if you'd rather work on the farm with your siblings." Deep inside, Apple Bloom didn't really feel like that was what she wanted, though. "In any case," Rich rose, "I'm going to go write that up, unless you're sure you want to turn it down."

"Oh no," Apple Bloom said, "I'm sure I'm interested, at least. I'd love to get the details written out."

Rich smiled. "Very well then, I'll have them for you tomorrow. Have a nice night, both of you." And he walked over to Diamond and kissed her on the head before leaving, the sound of his hooves echoing in the cavernous dining room.

Diamond still had a strange expression, and seemed to be breathing heavily. Apple Bloom hurried over and nuzzled up against her.

"Hey, what's wrong?"

Diamond took a deep breath. "It's nothing. I'll...want to see my room?"

Apple Bloom resolved not to let the point go for good, but decided that the vast dining room was a bit impersonal. She nodded. "Sure!"

They walked up two sets of stairs and through a complicated enough series of turns that Apple Bloom wasn't sure she'd have been able to find the room again on her own, but eventually arrived in a quite cozy bedroom. It was bigger than her own at the farm, of course, but not dauntingly vast like the dining room. She wasn't sure what she was expecting it to look like. A few months ago, she'd likely have said a dark evil lair filled with torches and skulls.

As it turned out, though, it was...boring. Everything was pink, nearly the same shade as Diamond, and covered in the heart shapes that graced most Equestrian designs. Everything was new, and fancy, and clearly expensive, but Apple Bloom thought it looked like Rich could put most of it up for sale in Barnyard Bargains and nopony would know it had ever been used.

Diamond went over to the bed - Princess sized - and flopped down. Apple Bloom shrugged off her saddlebag onto a chair before joining her.

"Hey," she said, "come on, talk to me, what's wrong?"

"I really like you," Diamond said, her eyes full of tears, "but I wish..." she sobbed, then spoke very softly, "I wish he liked you a bit less."

"Huh?"

"No, that's not it, I just wish he liked me as much," now tears were streaking down the fur on the side of her muzzle. "Ever since I got this stupid mark I've been learning all that money stuff, hoping he'd stop being disappointed in me, but he just talked about it more with you in that one meal than he has with me all my life. I don't know what I'm doing wrong..."

Apple Bloom realized she'd inadvertently stepped into something bigger than one dinner. She sighed, and climbed up on the bed and settled down next to Diamond, resting her head on the other filly's back.

"I'm sure he didn't mean it like that. He just wants to make more money selling my stuff..."

Diamond sobbed. "I know, I know, I'm trying! I don't want to be jealous of you, it's just not fair! Ever since I got my mark...I really hoped it was changing, then..."

"What do you mean?"

"I guess I never told you," she said, "this tiara," she lowered her head and let if fall between her forelegs where it sat, glittering. "He gave it to me on my birthday. It was my, my mother's. She wore it at their wedding. He told me he wanted me to have it. I was so happy! I thought I'd finally done something to make him proud. But then after my cute-ceañera it was just back to the same thing! He just always seemed so disappointed..."

Apple Bloom knew Diamond Tiara wasn't stupid, but even she had picked up on the fact that Rich's disappointment wasn't based on his daughter's failures as a business pony, but rather her being insufferable. But it didn't seem entirely the appropriate time to say that in so many words. So she decided to make a connection to a previous issue.

"Look," she said carefully, "maybe this is like the thing with the invitations. Have you talked to him about it and heard what he has to say? Maybe you two are just having a misunderstanding. I don't talk to him much, but just from talking in the market and hearing him tonight I know he cares about you. So maybe it's something else."

Diamond didn't say anything, and leaned against her and cried. She leaned back and rested her chin on Diamond's head, and just was near her. Finally she sniffled, and the tears seemed to clear up a bit.

"I wish I'd given you a chance earlier," she sighed. "You're probably right. I'll talk to him tomorrow." But she made no move to leave Apple Bloom's embrace.

"Good idea." They sat in silence for a long time. "Hey," Apple Bloom said, perking up, "you want to be my partner?" Diamond Tiara raised her brows. "Err, no, that came out wrong. My business partner! You said you'd been studying up on that stuff, right? Well I haven't, and if your dad's right this is gonna be a big thing. I'll need somepony who knows her numbers."

"But I'm his daughter," she said. "How do you know I'll give you good advice?"

"I trust you."

Diamond Tiara spluttered. "Why? How? I was wretched to you for years! Until what, two weeks ago? Sure, we had a nice date, and some really nice sex, but all of a sudden you trust me?"

"Yep."

"You're impossible," Diamond Tiara sighed, and kissed her on the lips.

It was a long kiss, and Apple Bloom's head was spinning by the end of it.

"Am I wrong to trust you."

Diamond Tiara rolled her eyes. "Somehow, I don't think so. But I'd say that even if you were."

Apple Bloom shrugged, and kissed her again, harder. Diamond rolled on to her back, and Apple Bloom pressed down against her, their belly fur rubbing together as they made out. Finally Diamond broke the kiss.

"Let's get ready for bed," she said. "If we do much more of this, I'm not going to want to leave."

Apple Bloom wasn't shocked that Diamond's room had its own bathroom. She was slightly shocked that she had a spare toothbrush, never used, just in case of company.

"Do you get a lot of unplanned sleepovers?" She asked.

"This is my first," Diamond said, "but Daddy says to always be prepared to be a good host."

Apple Bloom just shook her head, and they took turns brushing their teeth and washing their faces in the beautiful marble sink.

After, they flopped back down on the bed, and picked up where they left off. Both fillies tasted slightly of toothpaste still, and they giggled when they kissed again. Apple Bloom realized she'd never had sex with Diamond without her weird power fantasies before. She couldn't deny she found them hot, but there was a little flutter in her breast at the thought of being more tender, so she decided not to mention it unless her lover did. Instead she kissed her, and gently ran her legs along Diamond's belly and legs, touching ever closer to her sex. Diamond shivered. Finally she rested her hindleg between Diamond's, feeling the dampness on her hoof, and the increased urgency in the kiss. She herself was also dripping.

Diamond leaned over and pulled a blue-capped bottle from Apple Bloom's saddlebags.

"Do you mind if I try it?" She asked quietly.

Apple Bloom shook her head. "Go ahead," she said, her throat suddenly dry.

Diamond bit off the cap and drained the bottle in one go. Both fillies looked curiously between her legs, and out of nowhere the cock appeared. It was all pink, just like Diamond's coat, and thicker and a bit longer than the one Apple Bloom grew to rut her, with the characteristic heavy balls of the studding spell.

"Wow," Diamond said, "can you really take the whole thing?"

"The potion should make it just the right size for me," Apple Bloom said, licking her lips, "if I can't, I messed up the recipe."

Diamond giggled. "Daddy did say you should test it. Lie down."

Apple Bloom lay on her back, looking up at Diamond's beautiful face, then down at her massive cock. She spread her legs and winked with her dripping sex. She expected Diamond to take her as she'd wanted to be taken, quick and hard, and felt a little shiver of desire at the thought.

Instead, though, Diamond lay on top of her gently, covering her completely, and rested the tip of her shaft right at Apple Bloom's entrance as she kissed her tenderly.

"Can I tell you a secret?" She asked.

"Of course."

"Well, first, something that isn't a secret," her tone was light and conversational, but between every word she gave Apple Bloom's muzzle a peck, and by the time she finished the sentence, her tip was inside, making Bloom gasp. "It makes me so hot when you 'take advantage' of me. I hope you bring lots of these potions of yours to school next week, because I want you to do me everywhere. I've been horny ever since our date thinking about it." Apple Bloom was panting involuntarily. Diamond had been slowly pressing into her for the whole time she was speaking, and now her medial ring was pressing up against the lips of Bloom's sex.

"But you knew that," she went on. "The secret is, tonight, I just want this. I want you here in my bed, with me inside you, kissing you," and here she did. "Tonight I'm going to make love with you, and don't tell anypony, because it would ruin my reputation."

Despite the near-overwhelming pleasure as Diamond's thick cock split her, the medial ring now well inside, Apple Bloom nearly laughed at the thought.

"I promise," she giggled, then kissed her deeply. "I think I'm falling in love with you, too," she whispered in Diamond's ear as she broke the kiss, and her chest was warm just at saying it.

Diamond pressed her lips down again, and pressed down harder, finally hilting herself in Apple Bloom. She opened her mouth wide, and pressed the full length of her body against her. Apple Bloom felt like she was trying to get as close to her as possible, and the feeling made her giddy. She wrapped all four of her legs around Diamond, pulling her as close as possible.

"You're not leaving until you fill me up," she whispered, locking the legs. She resumed the kiss, and began clenching with her pussy, winking it with Diamond fully inside it. She was rewarded with a moan against her lips, and clenching the firm shaft felt wonderful for her as well - she could feel every vein on her sensitive flesh every time she tightened her passage.

As their pleasure built, Diamond squirmed against her, trying to rut her properly, but years of farm work had left Bloom the stronger, and she contained her lover completely within herself, clenching around Diamond more and more frequently as her own arousal increased. She could feel the cock head resting at the very end of her passage, knew that soon the flare would extend to seal their mating tight. She shivered and opened her own mouth wide. There was now almost no way to tell whose mouth was whose as they made out desperately.

She felt every inch of her body shivering against Diamond's warm fur. She was so close! The massive shaft inside her filled her mind, and she yearned to feel it unloading inside her. The thought pushed her over the edge. She clenched her whole passage tight as she came, and she felt every subtle movement as Diamond joined her. The head flared out, closing her up, and then she felt Diamond's balls tighten where they rested against her, and felt the contraction move along Diamond's glorious member as the first rope surged up it and, finally, splattered out inside her. She cried out in pleasure and Diamond moaned back, and then it was all a blur of pleasure as more and more flooded into her.

She felt her orgasm beginning to trail off. Oh no you don't, she thought, and pressed her lips back to Diamond's clenching again with redoubled effort, feeling the seed filling her move a little as she did. That feeling alone was enough to bring her over again, and she cried out again as both fillies descended into renewed orgasm, Diamond's magical cock spurting the last great jets into her before vanishing.

Both fillies fell panting to the bed, lying close but saying nothing. Apple Bloom found herself almost nodding off.

"Mmmm, Diamond, that was great," she muttered, "but I'm nearly falling asleep here."

"Me too," Diamond said. "Being the stallion's tiring, even if somepony won't let you move."

Bloom just giggled.

"I sleep pretty late," Diamond said, casually. "An early-rising farmpony could take advantage of me. It would obviously be horrible to wake up full of rough farm cock."

"I'll keep that in mind," Apple Bloom said, and then both drifted off to sleep.