Spike grumbled as he walked toward the door to Twilight and Alucard’s bedroom. Even if he didn’t need to sleep, being undead and all, he still enjoyed napping. Which was hard to do when his “parents” were going at it like rabbits and shaking the whole damn library with how hard they did it. He was surprised they weren’t getting noise complaints. Throwing open the door and ignoring the smell of sex, he tossed a scroll onto Twilight and Alucard’s covered forms. “Letter from the princess, mom.”

Twilight caught the scroll lazily, a goofy grin still etched onto her face, “Thanks Spike~!” She unfurled it and read through the contents, her smile going from goofy to ecstatic as she read.

“My dear Twilight. I heard about your ordeal with Discord from what my sister has told me of your dreams. So I would like to invite you, your friends, and any they wish to bring, to my private island getaway for some rest and relaxation. From what Luna has told me, you definitely need to unwind.

Always yours, Princess Celestia.”

Twilight set the scroll down and grinned, “We’re going to Princess Celestia’s private beach!”

“Really?” Alucard asked as he held her close. “I don’t think I’ve ever seen you in a bikini, my countess.”

“That’s because we never went to the beach and I preferred one-piece swimsuits when practicing high-speed swimming,” Twilight explained, getting out of bed and tossing clothes into an already waiting suitcase. “Now come, my count. We have preparations to make and friends to inform!”

Alucard grinned as he got out of bed and formed his usual suit on himself. “Among which would be you going bikini shopping, my countess,” he said as he hugged her from behind. “Am I right?”

Twilight giggled, “You would be correct, my count. Now, come on, we have to go tell the girls.” She picked up her now packed suitcase and headed for the door, making sure all her weapons were stored safely within her pocket dimension- sacrificing safety for a vacation was never a smart idea, after all.

Rainbow took to the air and hovered as she stretched, soaking in the rays of the sun. “A vacation at Princess Celestia’s personal getaway. Never thought I’d see it, eh Soarin? Gilda?”

“Got that right, Dash,” Gilda said, grinning as she threw an arm around her girl’s shoulders. “Lookin’ forward to seeing how your new physique looks in a bikini.”

Soarin grinned and threw his arms around Rainbow from the other side, taking care to not touch Gilda in any spot she deemed off limits, “I’m lookin’ forward to that too, Dash. But man, sure is great around here. Paradise on Gaea, innit?”

“Sure is!” Rainbow said, hugging her boyfriend and girlfriend closer. “So Gilda… Gonna be seeing Soarin in swim trunks. Should be fun, huh?”

Gilda glanced at the Wonderbolt and then grinned at Rainbow. “Only gonna have eyes for you, babe. Total lesbian, remember?”

Rarity moved a bit closer to Twilight. “Twilight, darling. Do be careful not to burn. Wear good quality sunblock.”

Twilight sighed and twirled her parasol, “Yes, yes, Rarity. I know.” She held up a bottle of sunblock marked SPF 50, making sure that Rarity saw it. “I got some sunblock special made for situations like this.”

“Good to know,” Rarity said as she backed away.

Alucard held Twilight and Fluttershy close to him as they walked toward the beach house. “I can’t wait to see you two in bikinis. Especially you, Fluttershy.”

Fluttershy blushed and looked away, “O-oh, uh, I’ve never actually worn a bikini before… I hope that I don’t look too bad…” She played with a lock of hair, thinking of the bikini she had tucked away in her suitcase.

“Trixie looks forward to displaying her marvelous body in an equally glamorous bikini,” Trixie said as she winked at Big Macintosh, whose arm was intertwined with her own.

Big Mac grinned, shifting the stalk of straw in his mouth, “Ah can say that I’m lookin’ forward t’that as well.” He shifted his arm slightly and squeezed Trixie’s hand, gazing down at her in adoration.

“Vell I’m looking forward to a lovely breazher episode vith mein dear Pinkie,” Schrodinger said as he rubbed his cheek against Pinkie’s as his arm slipped around her shoulders.

Pinkie nodded, “Mhmm! Man, that last episode was just way too harsh on all of us!” She bounced in place, hugging Schrodinger to her chest with one arm while pulling her suitcase with the other.

“Welcome, my dear friends,” Celestia said with a smile from the porch of the beach house, more like a mansion really, and was wearing a rather revealing white bikini. Flanking her, in a blue bikini that appeared to be a size too small was…

“Seras!” Schrodinger called with a grin as he appeared in front of her and tightly hugged the vampire girl. “You finally get meaningful screen time instead of just cameos!”

Seras spun Schrodinger around and planted him on the floor, “Where the hell have you been, little brother!? And what do you mean ‘just cameos’!?” She wore a grin on her face, offsetting the bite of her words. “And… is that… no way…” she stared at Anderson, “Alexander… Anderson?”

“Pleasure to meet you, madam,” Anderson greeted with a smile, looking oddly strange in his shorts and Haywaiian shirt. “And yes. Alexander Anderson is my name.”

“He’s like us,” Schrodinger whispered to Seras before vanishing and popping out of the cleavage of the inexplicably bikini clad Pinkie, lodged comfortably between her funbags and himself now wearing swim trunks. “I love your new bikini, meine liebe.”

Pinkie giggled, plucking Schrodinger from between her breasts and shaking him out into full size, glomping him as he returned to normal, “Thanks Schrody! I picked it out just for you!”

Seras, meanwhile, had sidled up to Anderson with a light blush on her face when she saw just how well defined he was, “Well hello there, handsome. I can’t help but to notice that you seem to be alone for this little excursion. Why don’t I keep you some company?”

Anderson lightly blushed as he couldn’t help looking Seras’ body before looking at her face. “Ah, well that would be lovely, Ms…”

“Seras Victoria, sir,” Seras grinned up at Anderson, crossing her arms under her bust and bouncing them ever so slightly, “It’s a pleasure to meet you.”

“You as well, Ms. Victoria,” Anderson said, his eyes drawn to her bouncing breasts despite his efforts to remain gentlemanly.

Seras’ grin turned catlike, “So, where are you from, Mister Anderson?” From the tone of her voice, it was clear that she wasn’t just talking about where in Equestria he had come from.

“Well… I’ve been living in Ponyville for a while,” Anderson said, blushing as she sidled closer to him. Enough to allow him to whisper to her. “I’m Irish.”

Seras giggled and responded, “Ponyville, eh? Well, I’ve been all over Equestria, really. Mostly stayed in Manehattan, myself.” She whispered to him, “I’m a proper Englishwoman, though. Well, perhaps not proper if you catch my drift.”

Anderson blushed darker as he felt her rub her chest up against him to punctuate not being “proper”. “I catch your drift,” he whispered, glancing down at what being pressed against him was doing to her mounds.

Seras caught Anderson’s gaze and followed it down, a light blush settling on her face as she shifted her leg forward to get a feel of what he was packing, “Oh my, Father, it seems neither of us are being very proper.”

Anderson barely kept a straight face as he realized that her thigh was pressing against his very hard crotch rather pleasantly. “Aye… Seems that way, Ms. Victoria.”

"So... About that company..." Seras began, "I find myself a little hungry and I've heard good things about the chefs on this island. Would you care to join me for a meal, Mister Anderson?"

Anderson slowly nodded. “I’d like that, Ms. Victoria.” His blush deepened ever so slightly when he felt her rub her thigh against him a little.

Seras began leading Anderson away, "Come on then, I want to enjoy my leave and eating steak sounds like a good start!" She all but skipped away, each little bouncing motion doing wonderful things to her anatomy.

Anderson followed her while tugging at his collar. “Dear Lord, grant me the strength to resist temptation,” he muttered even as he looked at her body.

The sound of waves crashing against the pearly white sands of the beach echoed through the warm tropical air as everyone set up their towels and chairs, with large umbrellas spaced around at regular intervals to provide shade.

"Wow..." Twilight breathed deeply of the salty sea air and wriggled her toes into the delightfully warm sand, "I had no idea that beaches could be so... Heavenly..." Twilight flexed a little, twisting side to side to showcase her violet, white spotted bikini, the side ties on her bikini bottom flopping around from the movement. She grinned and pulled off the sheer sash she had tied around her waist as a sarong, taking command of one of the empty beach chairs and beckoning forth Alucard with one finger, a bottle of suntan oil in the other, "Oh Alucard~ Would you be a dear and help me with this? I think I'd like to actually try to tan, just this once."

Alucard grinned and strode over to Twilight, taking the bottle from her hand. “Of course, my countess. I’ll gladly make sure you don’t burn.”

Fluttershy followed Alucard, sporting a rather skimpy and daring yellow, sequined bikini. She tried not to move too much, as the tiny rectangles making up the top only barely covered a few inches beyond each nipple, and the rectangle holding the bottom together was starting to wedge between her rear cheeks. "Um... H-how do I look, you two?" she asked, barely managing to keep herself from covering up with her towel.

“I am having so much trouble holding myself back, Fluttershy,” Alucard said. “You’re so very beautiful. Nice to see you be so daring. I think you’re showing more skin than any of the other girls. Don’t you think, my countess?”

Twilight grinned and shot Fluttershy an appreciative look, "Oh yeah, Fluttershy. You're looking absolutely beautiful right now!" The other girls nodded in agreement as the stepped out into the sun.

Celestia herself had already commandeered a seat in the sun, lounging majestically with a sunhat on her head and a pair of sunglasses perched upon her nose. She stretched and slumped back down, revealing the golden patches of color directly over the nipples and crotch of her simple white bikini. With a sigh of contentment, she stood and strode over to Twilight, sipping some fruity drink or another out of a coconut, "Twilight Sparkle, my faithful student, it's been far too long since we last met. Well, then again, the Gala was only two weeks ago, but it's felt much longer, don't you think?"

“It really does seem like a long time since we talked,” Twilight said, letting out a little moan as Alucard rubbed lotion over her skin. “And are those little suns over your nipples and crotch, princess? I know you’re the one controlling the sun but… really?”

Celestia giggled daintily, one hand coming up to cover her mouth in a ladylike fashion, "Oh come now, Twilight, surely you can let an old lady like me have her fun, can't you? After all, even Luna's got the same pattern going on." She pointed over to where Luna sat in the shade, reading a book with her hair pulled into an adorable ponytail and tied with a crow ornament on top. Sure enough, bright white crescents were positioned over the nipples and crotch of her much more conservative black bikini.

A little further down the beach, Gilda sat beside Soarin in her dark brown bikini. The bikini bottom was simple and modest, though the strapless top had purple tipped white wings spreading out from the center of her chest. “Dash is lookin’ pretty hot, ain’t she?” Rainbow was out on the water surfing with Pinkie Pie, wearing a sky blue bikini that stretched tightly over her bust, the side ties on the bottom moving around with her movements. Pinkie wore an identical bikini except it was pink, and struggled to contain her bust as well. “Damn, Dash is hot.”

Soarin nodded his agreement, "Yeah, she really is somethin', isn't she?" He pulled a pencil from a pocket in his navy blue trunks and began twirling it between his fingers, wishing that he had brought his copy of The DaPony Code.

“What’s with the pencil?” Gilda asked. “You draw or something?” She looked back at Rainbow, resting her chin in her hands. “I draw a little. When I’m feeling creative. Usually involves Dash.”

"I dabbled a little in sketching, yeah," Soarin chuckled, "but this is mostly just for party tricks. It's pretty funny when someone freaks out at seeing me do Five Finger Filet." He twirled the pencil a few more times before tucking it back into his shorts and pulling out a deck of cards. As he shuffled, he looked over to Gilda, "You play?"

Gilda smirked. “What’s the game? I’m feeling a little generous, so I’ll even play stuff I wouldn’t normally play.”

Soarin laid out a towel and dealt his cards, "Just a little Blackjack for now. You already know the rules or have you never played?"

“Oh I’ve played,” Gilda said with a smirk as she turned to face him. “So. How’d you meet our shared girl? I grew up with her.”

Soarin shrugged, “I met up with her the first time after she won the Best Young Flier’s competition with a Sonic Rainboom. Us and a few other Wonderbolts hung out for the whole day with her and she seemed like a cool gal. Second time was, well, at the Gala. And you know how that went.”

Gilda blushed at the memory. “Yeah. You plowed her on the mountain,” she muttered as she looked at her cards. “Hit me.”

Soarin handed Gilda another card, re-shuffling after he had dealt. He placed down another card on his side, thanking his lucky stars that he had started with only a seven of spades. “Hit or stay?” he asked, flipping the cards around in a truly impressive display of shuffling prowess.

Gilda grinned at his skill before her poker face came back up while she looked at her cards. “I’ll stay.” She was feeling very confident that she’d beat the showy Wonderbolt. “So tell me about yourself.”

Soarin shrugged, “Well, ain’t much to tell, really. Grew up in Cloudsdale and joined the Flight School early on a scholarship. Always liked racing, y’know? So I got into the advanced classes because I’d already been the fastest flier on the block ever since my flight feathers grew in. What about you? What was your childhood like?”

“Well, I was born in Griffonstone,” Gilda began. “Real shithole of a place to live. My parents scraped together enough to send me to Cloudsdale, and when I joined the Flight School, I’ll be honest, I was about as shy as Flutters. Some assholes picked on me and Dash swooped in and stood up for me. I started hanging with her Flutters all the time, and when puberty came along, I fell hard for Dash. And I do know that love for racing.” She laughed a bit. “Hardly ever won against Dash. She was always faster than anyone else, still is too.”

“Boy do I know that one!” Soarin chuckled, adding another card to his deck and then flipping his cards over to show…

22.

“Damn,” Soarin muttered, shaking his head, “Yeah, I’ve never been very good at Blackjack, to be honest.”

Gilda grinned as she flipped her cards to reveal…

21.

“Ya gotta know when to fold, dude. And I’m a natural at this. Dash may be faster, but she’s never once beaten me at Blackjack.” Gilda’s grin widened as she crossed her arms under her breasts. “You may bask in my glory now.”

Soarin shook his head and bowed lowly, proclaiming, “Oh great blackjack mistress! I am not worthy to be in your divine gambling presence!” He fought down his laughter as he spoke, finishing his line snickering and chortling.

Gilda laughed with him. “Care to test your luck again, flyboy?” She grinned. “Not sure what it is about this place, but I’m in a gambling mood. Want to bet on Dash and Pinks’ little contest?”

“Sure. What’re the stakes?” Soarin collected his cards and stowed them away safely, adjusting his sunglasses with a smirk. He turned over to where Pinkie and Rainbow were performing increasingly complex stunts on the increasingly perfect waves. He looked over to Luna, who simply held up her hand and adjusted the moon slightly, increasing the size of the waves. “Huh, so that’s what’s happening with the waves… wait… isn’t that affecting the entire planet’s tides…?”

“Eh, who knows?” Gilda said with a shrug. “So… What do you suppose the stakes should be?” she asked, glancing over her sunglasses at Soarin in a manner that was unknowingly very attractive to the man.

Soarin flushed slightly, averting his gaze and clearing his throat, “Well, hmm… if Rainbow falls off her board after the next trick… I’ll show you my best flight tricks. If Pinkie falls off, you have to show me your best flight tricks.” He stuck out his hand, “Shake on it?”

Gilda grinned and took his hand. “How about if they both wipe out, we both show our best moves? And no matter how it goes, we race afterward.”

“Agreed.” Soarin shook Gilda’s hand firmly, before turning back to Rainbow and Pinkie’s surfing contest, “Well, there they go right there.”

Rainbow smirked as she shredded across the wave, performing tricks and maneuvers that could only be said to defy physics. Pinkie giggled as she mirrored Rainbow move for move, eventually crossing right in front of Rainbow. Rainbow flinched back for just half a second, sending her board a smidge too far to the right and causing her to turn just a fraction of a second too early.

“Whoa crap!” Rainbow cried as her board shot out from beneath her, shooting out of the water and spinning around. Its tail fin caught the very edge of Pinkie’s board and swiped it to the side, toppling Pinkie over.

“Uh oh!” Pinkie exclaimed as she fell directly on top of Rainbow just as the wave collapsed on top of them and turned their worlds into topsy turvy swirls and rushes of water.

“Holy crap!” Soarin yelled as the two of them washed ashore. “Just… how the hell does that happen!?”

Rainbow’s eyes shot open at the feel of a very soft and very sweet pair of lips on her own, a pair of dainty-yet-calloused hands on her chest and down her bikini bottom, and a pair of bare, smooth buttocks directly under her own hands.

Pinkie’s face uncomfortably close to her own proved that, yes, Pinkie was kissing and groping her. Pinkie pulled away with a wet pop and giggled, “Wowie zowie! That sure was one heck of a wipeout, eh Dash?”

Rainbow laughed a bit. “Sure was. Gotta say, you’re a pretty sweet kisser. In more ways than one.” Getting up, she helped Pinkie to her feet and then noticed everyone staring at them. “What? It was just an accidental kiss.”

Soarin coughed and looked away, shifting his towel over his lap and levelling a look at Gilda’s snickering form. Or more specifically, her outstretched, stiff wings. “Careful there, G. Your ladyboner is showing.”

Gilda blushed furiously and attempted to retract her wings, flipping Soarin the bird as she shook her wings back out, “Yeah yeah, laugh it up straight man.”

Schrodinger snickered from his seat as he grinned at Rainbow and Pinkie. “Ladies, do you feel a breeze?” he asked as he cheekily held up their tops in his hands.

Rainbow shrieked and covered her chest, blushing furiously and glaring at Schrodinger, “Dammit Schro! Why didn’t you tell us earlier!?”

Pinkie just giggled and skipped up to Schrodinger, “Who cares if our tops are off, Dash? It’s just our friends and boyfriends around! I mean, Alucard isn’t here cuz he left with Twilight a few minutes ago, Anderson is with that Seras lady, Soarin’s already seen you naked, and Schrodinger’s already seen me naked. So really, what’s the point in worrying?”

Schrodinger snickered at Rainbow. “I vaited to say anysing because it vas funny, Rainbow.” He wrapped his arms around Pinkie and pulled her into his lap. “You’re so easy to tease, Rainbow.”

Rainbow huffed and rolled her eyes, “Yeah yeah, laugh it up. Jerk.” She flounced over to Soarin and Gilda, throwing herself down between them and letting her breasts bounce about. Soarin and Gilda stared at Rainbow’s breasts, both of them wishing to do various activities to their mutual girlfriend at the moment.

“You know, Dash…” Gilda said with a smirk as her hands came around Rainbow and cupped her chest, “I think you look even better without the top.” She planted a kiss on Rainbow’s neck as she somewhat roughly massaged the soft mounds.

Soarin nodded his agreement, leaning forward and planting a kiss upon each of Rainbow’s nipples, then kissing a trail from her breasts to her lips, “I have to agree with Gilda here, Dash. You look positively divine.”

Rainbow blushed and fidgeted from the dual-sided attack, “H-hey! Guys! Not on the beach where everyone can see us!” Still, she made no move to back away, her arms actually coming around to press Soarin’s head further against her breast and trapping Gilda’s hand against the sides of her pillowy mounds.

Gilda chuckled as she pecked Rainbow on the lips. “Mmm… Your mouth says no, but your body says yes, you little exhibitionist. Eh, Soarin?”

Soarin suckled Rainbow’s nipple, gently biting down on it before replying, “Mhmm. Oh yeah, she’s definitely saying yes from here.”

Celestia smiled in amusement and hid her face in a book, slipping on enchanted earmuffs to block out any noise. Luna rolled her eyes and did the same with a flippant, “If thou must, then mayhaps do it in the shade?”

“What do you think, Soarin?” Gilda asked as she squeezed Rainbow’s breasts a bit harder and ground herself against Rainbow’s ass.

Soarin kissed Rainbow once more, tugging lightly on her nipples, “Well, it is a little too hot to do anything like that in the sun.” He smirked and stood, walking over to his bag and pulling out an entire roll of condoms, “Probably not going to need this many, but it never hurts to be prepared, yeah?”

Rainbow mewled quietly at Gilda’s and Soarin’s touches, “C-c’mon guys! I get wanting to have a good fuck n’ all, but do we have to do it where everyone can hear us!?” She fidgeted again, moving her hands to cover her nipples this time.

“You gotta admit it’s kinky, Dash,” Gilda purred into her ear as her right hand slid down and dipped into Rainbow’s bikini bottom. “And you definitely like it, considering how wet you are.” She flapped her wings and slowly carried Rainbow into the shade at a low hover while rubbing her soaked snatch.

“D-dammit, G! Let a girl at least have some dignity in flying without help!” Rainbow whined, even as she undid her bikini bottom’s side ties and dropped them to the side, leaning back against Gilda and using her free hand to spread her labia open. “Well, if we’re gonna, we might as well get started now, yeah?”

Soarin grinned and dropped his trunks, slipping on a condom and stepping forward, hovering slightly to reach Rainbow’s dripping pussy, “We might as well, Dash. We might as well.” With that Soarin pushed forward gently, slowly penetrating Rainbow and slipping in with little resistance. “Oh man, Dash! Your pussy feels even better than last time!”

Gilda started sucking on Rainbow’s neck hard enough to leave a hickey as she ground harder against her ass and pinched her nipples. She may not have cared for men on a sexual level, but she had to admit that Soarin’s movements were doing some very wonderful things for her as the movements went through Rainbow’s body to Gilda’s.

Rainbow moaned and mewled as Soarin thrust into her, the feeling of Gilda's body against hers and Gilda's mouth at her neck an entirely too wonderful sensation. Soarin grunted with exertion, having never tried sex while flying before.

Gilda released Rainbow’s neck and caught her lips in a deep kiss, pushing her tongue into Rainbow’s mouth as she tilted the girl’s breasts up to offer her nipples to Soarin. Sure she wanted to suck on them herself, but she didn’t mind sharing.

Soarin obliged and began sucking eagerly upon Rainbow's nipples, switching between left and right and making sure to pinch the unattended nipple with his free hand. All the while, he continued thrusting ever faster, the wet slapping of flesh on flesh ringing out even over the sounds of waves and seagulls.

Rainbow drifted upon a haze of pleasure, jolts and bursts of ecstasy ripping through her form with every movement Soarin made. Gilda’s body against her back felt almost burning hot, only adding to the waves of ecstasy.

Gilda finally broke her kiss with Rainbow to breathe, dragging her tongue along her love’s neck as she rubbed harder against Rainbow’s back. Her hard nipples rubbing against the cups of her top with every movement and sending greater pleasure through her body. Her bikini bottom was getting soaked by her juices as her clit was ground against the fabric along with the pressure of grinding against Rainbow’s rear.

Soarin grinned, absolutely loving the sounds of Rainbow’s mewling. “Gods, you’re so beautiful,” Soarin murmured, his lips gently nipping at Rainbow’s ear. He took Rainbow into his arms, supporting her by her thighs and thrusting his hips ever faster.

Gilda rubbed harder against Rainbow, moaning in Rainbow’s ear as she did. “Oh baby, I’m gonna cum. I don’t know how long I can hold it, you two.” She shuddered in pleasure as the wet spot in her bikini bottom spread further.

Soarin grunted and began thrusting just a tad desperately, stuttering out a quick, “G-gonna cum too!” Rainbow moaned and let her head loll around, lost in the sensations that both Gilda and Soarin provided her.

Gilda’s grinding turned just as desperate as Soarin’s. “Hold it, you two. We should cum together.” She ground harder, panting as she tried to reach that peak in time to experience a mind blowing orgasm with both of them together.

“D-don’t know if I can hold out that long!” Soarin groaned, deciding to take a risk just as his orgasm hit and jamming his hand down the front of Gilda’s bikini bottom and tweaking her clitoris with his thumb.

Gilda gasped and buried her face in Rainbow’s shoulder as she came hard, letting out a strangled cry of pleasure. “Oh fuck! Fuck! Fuck!” Her release soaked Soarin’s hand completely as she held herself closer to Rainbow.

Rainbow let out a shrill cry of ecstasy as she came with Soarin and Gilda, squirting out a torrent of juices and soaking the sand below. She clung tightly to Soarin, bringing her head back and kissing Gilda.

Gilda kissed Rainbow back and held her cheek in her hand as she pushed her tongue past Rainbow’s lips, for the moment overlooking Soarin’s audacity in shoving his hand into her bikini. Part of her wanted to deck him for it, but the rest was actually grateful for the extra stimulation.

Soarin flopped down into the sand, panting as his orgasm ended and gently setting Rainbow down beside him. “Hah, whew… man, that was just…. wow…” he grinned goofily and pulled off his condom, tying it and tossing it into a trash bag. He looked up to Gilda sheepishly, “Ah, sorry about that, G. Got, uh, got lost in the moment.”

Gilda gave him a cheeky grin. “Hey, ya helped me cum with you and Dash. I’ll let it slide.” Her grin suddenly morphed into a death glare. “Now get your hand out of my bikini if you want to keep it.”

Soarin flinched back, “Ah, heh… yeah…” Looking at the sticky mess Gilda had left on his hand, Soarin lifted his hand to his tongue and licked some of the mess off, tasting it with a look of surprise on his face, “.... A little salty, kinda sweet… tastes like bacon… weird. Not bad, but… how much bacon do you honestly eat, G?”

Gilda blushed and looked at Rainbow’s chest. “When Flutters cooks it? I pig out. Cloudsdale isn’t known for having high quality bacon or a lot of bacon period for that matter.”

Soarin chuckled, “Yeah, a bit of a shame, isn’t it? The pie kinda sucks there too, and don’t even get me started on the bacon pie…”

“Holy shit! I thought I was the only one around that likes that!” Gilda said with a wide grin. “Flutters makes a lot of good stuff with bacon in it. That woman is a fucking saint!”

Looking over to Fluttershy, Soarin had to agree, “She does have that look about her. So, any sports teams you like? Soccer? Football? I mean, I have to represent the Wonderbolts for racing, but the Fillydelphia Racer League is pretty good for a bunch of newbies.”

Gilda could tell he was about to say more, and cut him off with a finger to his lips. “Get your trunks back on. We’ve got a bet to resolve, remember?” She then took to the air and waited for him with her arms crossed under her bust in that enticing way again.

Soarin shook his head and pulled his trunks back on, making sure to leave Rainbow in the shade to recover from her orgasm, and shaking the sand out of his wings. “Right, the bet. So, who shows off first?”

Gilda grinned and took off higher into the air, twisting through the air as she showed off all her tricks one after another. The ways in which her body contorted as she moved brought a great deal of attention to her curves.

Soarin paid close attention to Gilda’s flying form, all traces of his unprofessional attitude gone. He nodded in satisfaction- Gilda’s flying form was perfect for her wingspan and wing shape. Even as a power flier rather than a speed flier, she knew exactly how to catch the currents in such a way as to boost her through the air with almost zero effort.

Gilda finally looped around and came to a stop, hovering in front of Soarin. “Well? What do ya think, Mr. Wonderbolt?” She grinned and crossed her arms again, still failing to notice what her body was starting to do to him.

Soarin shook off the slight daze that came from high-speed analysis of flying forms and grinned at Gilda, trying to keep from staring at her breasts,”Very nice there, G! You got a perfect flying form and your maneuvers are just beautiful. Am I right in saying that you’re a power flier? I mean, you have the wingspan and general build of one, but I could be wrong.”

Gilda visibly preened at his praise. “Got that right. I’m a power flier. Can keep up with just about any speed flier too. Still can’t match Dash though.” She grinned at him. “Your turn.”

“You got it, G,” Soarin saluted and, with and absolutely impish smirk, rocketed into the air, trailing billowing, crackling stormclouds in his wake as he twisted and turned at impossibly sharp angles, finishing off his display of acrobatics with a small twister as he slammed back down in a three point crouch. “Bam. Check that out,” Soarin pointed up, showing off the perfect Wonderbolts logo formed out of his signature stormy trail, the end of it tapering into a slowly dissipating twister.

Gilda whistled, impressed by the display. “Not bad at all, Soarin! I’m impressed! Now for that race!” She took off to a higher up cloud to use as a starting point, waiting on him while she readied herself with a little extra stretching. The stretching was meticulous and did some very wonderful things to her thighs, buttocks, and breasts.

Soarin landed on the cloud just as Gilda dropped into a stretch that showed off practically everything on her form, a furious blush coming to his face as he coughed, “Ah, ready to go?”

“Yup,” Gilda said as she sinuously moved to a ready position. “How bout you?” She grinned back at him as she waited for him to get ready.

Soarin smirked, “Oh yeah. On three?” He took up a crouching position, minimizing his profile for greater speed.

“One…” Gilda said, looking forward as she got ready for the race’s start.

Soarin’s wings flexed as he tensed up, licking his lips in preparation, “Two…”

She grinned at him as her own body tensed, her lips forming the word in synch with his own. “Three!” As the word left their mouths, she shot off into the open air, flapping her wings to reach high speeds. She loved speeds like this. The wind in her hair, the cool air rolling over her body.

Soarin rushed past her in a tight spiral, barrel rolling around her with a cocky smirk on his face, “Good start, G, but your acceleration’s a little slow!” he shouted, trailing stormclouds as an extra obstacle.

“Aw you cheeky ass!” Gilda yelled back as she caught some drafts to go faster, getting neck and neck with him. “How bout now?!” she asked as the wind and her movements shook her rack right where he could see. “Not so slow now, huh?!”

Soarin slowed down minutely, blushing as his wings fought to stiffen out in midair and increasing his drag, “Dammit G! Keep your tits out of my face when we’re racing!” He flapped harder, making up for his drag and pulling just ahead of Gilda.

Gilda laughed as she caught up and put them back in his face. “What’s the matter, Soarin?! Can’t ignore big tits?! Is that why Dash, Fleetfoot, and Spitfire can fly circles around you?! They put their racks in your face?!” She looked at him with a shit eating grin.

Soarin spluttered and blushed, “N-no! It’s because Fleetfoot and Spitfire are more aerodynamic than me and Dash is just too damn fast!” He jerked away and raced further ahead, his wake growing in intensity as he adjusted his form.

Gilda’s grin widened as she busted through the wake and caught up to him again. “I know what you’re thinking, Soarin! You want some of the lesbian forbidden fruit, don’t you?!” she asked as she rubbed her chest against his arm.

“G-gah! Dammit!” Soarin’s wings sprung fully open, completely ruining his aerodynamics and causing him to jerk violently to the side, slamming into Gilda and sending them both into an uncontrolled tumble.

Gilda tried her best to get them a soft landing as they crashed through the treeline and gouged a small trench in the ground. When they finally stopped, she was on her back on top of him. “Ow… Note to self, never flirt with an aerial like that in flight.” She blushed as she noticed a sensation on her chest that was not like before. Opening her eyes, she saw Soarin’s hands on her breasts in place of her top, which she could only guess was lost in the crash.

Soarin groaned from beneath her, shifting uncomfortably. He mumbled dazedly, “The hell… what am I holding….?” He gave Gilda’s breasts a few experimental squeezes, still shaking the cobwebs from his skull. “Wait… Ohshit.” He froze, hands still in mid-squeeze. “Gilda, am I squeezing your tits?”

“Yes… Yes you are,” Gilda answered, biting her lip to hold in a moan from the squeezing. Even if her breasts weren’t as big as Rainbow’s they were still rather sensitive. “And I lost my top in the crash.”

“... Oh… shit,” Soarin muttered, slowly letting go of Gilda’s breasts. He slowly stood, gently moving Gilda to the side and helping her stand. “Shit… primaries are all fucked up. Won’t be able to fly. Probably gonna bruise later… I gotta walk back. You?”

“Same,” Gilda groaned as she covered her breasts with her arms. She cried out in pain and fell to her knees after she put some weight on her right foot. “Fuck! I think my ankle is sprained!”

Soarin tutted as he grabbed Gilda under her left shoulder, hoisting her back to her feet, “See, this is why you don’t tease an aerial with tits in mid-flight. Now you’re injured, I’m injured, and thank gods that we’re on a private beach resort because if this were the open jungle we’d be really fucked up the ass without lube.”

“Lesson learned,” Gilda muttered as she leaned on him, still covering her chest. “Ow. I can’t walk on my own.” She looked up at him. “You ever breathe a word about this to anyone outside this island and I’ll kick your teeth in.”

Soarin chuckled, “Yeah yeah, I hear you. Now, let’s head back; pretty sure they’ll be wondering where we are.” He began assisting Gilda back to the path, cursing as he put weight on a particularly tender part of his leg.

“So Soarin…” Gilda said out of the blue. “Did you uh… like how my tits feel?” She looked forward with a blush on her face. “Don’t get the wrong idea. It’s not like I’m jealous of Dash or anything like that. I’m just curious.”

“They were… well, I mean I still like Dash’s, but yours are pretty nice too, I guess,” Soarin blushed, trying not to anger Gilda.

“You really mean that?” Gilda asked as she glanced up at him out of the corner of her eye, her blush darkening just a bit.

Soarin nodded, “Yeah, they’re pretty great. Maybe not the size of Dash’s, but they’re nice on their own all the same.”

Gilda blushed even darker. “Thanks. You’re the first guy that’s ever said that to me and meant it. I think it’s part of why I prefer women. Not so quick to judge based on breast size.”

Soarin shrugged, “Call me a perv, but I like all breasts. Big, small, real, fake, perky, saggy, firm, squishy… They’re all great, y’know? I mean, the lady they’re attached to matters as well, don’t get me wrong, but I do love a good pair of tits.”

Gilda cracked up at that, only to groan in discomfort. “Oh don’t get me laughing. Dammit! I’m gonna feel this in the morning.” She looked up at him with a grin. “That’s another thing I like about you. You’re pretty fucking honest about being a sucker for boobs.”

“Well, I always figured that being honest about what I like was a good thing in the long run, y’know?” Soarin shifted positions, letting Gilda put more of her weight on him rather than on her own ankles.

Gilda lightly chuckled and gave him a genuine smile before looking back at the path. “You know…” Her blush had briefly vanished but was now returned full force. “Since we’re still alone out here, and keeping this whole conversation just between us on pain of your teeth going down your throat…” She gulped. “Do you… want to touch them again? See what all you like about them?”

Soarin looked down at Gilda, “Y’mean that?” His hands twitched, moving towards Gilda’s breasts.

Gilda nodded and slowly lowered her arms, allowing him to see her chest fully. “Yeah. Go ahead and feel ‘em up.”

Soarin grinned and gently placed his hands upon Gilda’s breasts, softly kneading and squeezing them, trying to gauge their best qualities, “Hmm… firm, but with a good amount of softness… skin is silky smooth, they’re shaped very nicely… Mm, very nice…”

Gilda let out a moan as she was fondled. “Sensitive too,” she muttered, gasping as she felt his fingers close around her erect nipples. “You really like nipples, huh?”

Soarin grinned, “Hey, I can’t help loving these perky little things. They’re positively adorable.” He began working circles upon Gilda’s breasts, rotating his fingers as they pinched and squeezed Gilda’s nipples.

Gilda arched her back as she moaned louder than before, finding herself enjoying the pleasure that he was sending through her body with his masterful hands. “Oh fuck… You’re good with your hands.” Her hand fell back as she moaned again, coming into contact with an unmistakable bulge. Her eyes widening, she slowly gripped it a bit. “Soarin? Is that what I think it is?”

Soarin hesitated in his ministrations, “A-ah, yeah… sorry. Involuntary reactions and all…” He blushed and shifted his hips away from Gilda.

Gilda’s fingers wrapped around his bulge almost immediately. “I… I owe you one for helping me walk so… How about I get you off before we get moving again?” She blushed all over her face. Any other man she’d have decked in disgust long before now. Why was Soarin so different?

“W-well, I mean, if you like,” Soarin stuttered, leaning against a tree for support. He guided Gilda down, making sure to keep her weight on her good ankle as he sat down with her.

Gilda started slowly rubbing the bulge. “Never done this before, sorry if I don’t measure up to Dash.” She applied a little more pressure as she stroked him.

“Don’t worry, G, I’m sure you’ll do great,” Soarin smiled and pulled down his trunks, letting his member spring free. “Just try different things for now, I suppose. You’ll figure it out eventually.”

Gilda blushed at the sight of his throbbing cock, which seemed to pulse with his every heartbeat. Slowly reaching out, she gently wrapped her fingers around it and started running them up and down the meaty shaft experimentally. “Wow… This is certainly new.” She gulped. “Just… do me a favor and let me know when you’re gonna cum.”

Soarin sucked in a breath, breathing out a quick, “Y-yeah, no problem,” as he blushed slightly. His shaft throbbed slightly under Gilda’s touch, a pleasant heat emanating from it.

Gilda applied some pressure and stroked him harder as her blush darkened. “It’s really warm. How do you deal with having hard ons when it’s inconvenient?”

Soarin shrugged, releasing a shuddering breath from her touch, “Well usually if I’m at home and alone I just rub one out, if I’m not, I just wait for it to go down and try not to stand up. Damn, G, you’re a natural at this…”

“Y-You think so?” Gilda asked in embarrassment as she squeezed a little harder and stroked faster. “I’m just doing what I’ve seen Dash do.”

“Well, damn, keep doing that!” Soarin gasped, letting his head loll back as he tried to control his breathing.

“Does it really feel that good?” Gilda asked, lightly panting as she kept at it. “Soarin? I don’t know why, but I’m getting wet. It doesn’t make sense. It’s not like I’m doing this as more than a favor.”

Soarin chuckled despite himself, “Well, I won’t brag, but I think you’re starting to turn maybe just the tiniest bit bisexual?”

“W-What?!” Gilda asked in shock. “Me? Turning bi? Aren’t you being just a little full of yourself?” She remembered something else she’d seen Rainbow do and had him move forward so she could get behind him, stroking his shaft as she pressed her chest into his back. “No way I could be turning bi.”

Soarin choked off a chuckle as he groaned, absolutely loving the feel of Gilda’s breasts against his back, “Are you sure about that?”

“Of course I’m sure. Why wouldn’t I be?” Gilda asked, even as her free hand reached down her bikini bottom to start rubbing her clit.

Soarin chuckled, “Hmm, nothing.” He closed his eyes and relaxed, content to just enjoy the wonderful sensations of Gilda’s hand on his shaft.

Gilda panted as she kept stimulating her clit, getting wetter by the second as her other hand stroked Soarin harder. “Damn you’re really hard.”

“That’s what happens when a lovely lady gets their hands around a dick, G. Gets harder than a rock.” Soarin sighed, his breath hitching as his orgasm approached, “H-hoh damn, G! ‘Bout to cum over here!”

Gilda stroked him faster and harder as she buried a couple of fingers inside of her snatch, moaning in his ear as she pleasured herself. “Me too!”

“D-damn! Oh gods, cumming!” Soarin cried, spurting out several ropes of semen into the air, splattering his lap and chest, one particularly lucky streamer somehow landing all over Gilda’s face.

Gilda didn’t notice it right away since she was too busy letting out a loud moan as she came with him, further soaking her bikini bottom. Panting, she pulled her hand out of her bikini and grinned as she held the soaked appendage in front of Soarin’s face. “There’s some of that forbidden fruit, Soarin.”

“Well, how am I supposed to resist such a tempting offer when it’s dangling right in front of me?” Soarin asked rhetorically, his tongue darting forward and licking a streak of Gilda’s juices from her hand. “Mm, still good.”

Gilda blushed and finally noticed the feeling of warmth on her face. Reaching up with her right hand, she lightly touched it, getting some on her fingertip and looking at it. “So this is what semen looks like up close, huh?”

Soarin nodded, “Yeah, that’s basically it right there.” He shrugged and blushed, “Sorry about getting it on your face.”

“Should have aimed you better,” Gilda replied as she looked at his seed in curiosity. “Wonder why Dash likes drinking this stuff so much.” Deciding to go for it for curiosity’s sake, she slowly brought her finger to her mouth and stuck her tongue out, licking the drop of semen from her fingertip.

Soarin stared, feeling a jolt rush through his loins when he saw Gilda lick his semen off her finger. “W-uhm… how, how’s it taste?”

Gilda was silent for a moment as she thought of how to word it. “Kinda fruity, with a…. lightning-y aftertaste. Not bad.”

Soarin gulped, feeling a light flush rush to his face once again, “A-anyway… we should probably start heading back again… don’t want the others to worry, yeah?”

“You’re still covered in your cum,” Gilda pointed out as she wiped the cum from her face and licked it from her fingers. “Ideas for that?”

Gilda lay facedown in her bed, naked aside from her panties. She lightly groaned as she moved her wings a bit. They were largely healed, but she wasn’t allowed to fly for a couple of weeks, and her ankle was wrapped in an ice pack. And she just couldn’t sleep. Every time she tried, she kept thinking of Soarin. “What’s so special about that guy?” she muttered to herself.

Rainbow stepped into the room bearing a tray of food, “Hey Gilda, brought you dinner. You okay?”She set the tray down on Gilda’s end table and sat, dragging a chair over to the bed. “How the hell did you even manage to crash like that anyway? You’re normally unbeatable when you race!”

Gilda blushed. “I… was teasing Soarin with my tits.” She avoided looking at Rainbow. “Underestimated the effect I’d have and he got a wingboner and knocked us outta the sky.”

“.....” Rainbow stared at Gilda with an impassive stare, “... You’re shitting me. You’ve got to be shitting me.”

“I’d say ask Soarin, but I told him I’d kick his teeth in if he breathed a word of it,” Gilda said with a grin. “But no. I’m not shitting you. Soarin and I crashed because I couldn’t help teasing him with my rack. There’s just… something about that guy.”

Rainbow broke down into helpless peals of laughter, falling out of her chair and rolling on the floor, “Ahaha! I can’t believe you crashed because you made Soarin pop a wingie! Pfffft! Seriously! I just-! Ha!”

“Shut up!” Gilda snapped, blushing up a storm. “Now I can’t stop thinking about him!” She looked at Rainbow. “Dash, I’ve always been a lesbian. Never gave men any thought in the dating area because I always thought they were selfish pigs.” She ignored a distant yell of indignation from Alucard. “But Soarin… He’s different. Even though he’s a shameless boob man.”

Rainbow slowly got up, still chuckling madly, “W-well, he’s a nice guy, y’know? Hot bod, considerate, great in bed, rich as a motherfucker, famous, and isn’t afraid of commitment. There ain’t much to not like about Soarin… Cept the fact that he always stares at boobs.”

Gilda blushed a bit darker. “No arguments about there not being much to not like about him. I uh… I let him feel me up.”

“Really!?” Rainbow gasped, “I thought you decked the crap out of guys when they did that!”

Gilda rolled her eyes. “Trust me. Any other guy, I would have. But Soarin… I did say he’s different. For fuck’s sake, I even jerked him off and sampled his cum.”

Rainbow got up in Gilda’s face, “Seriously!? Holy shit, G! I think you turned bi for Soarin!”

“S-Shut up!” Gilda pushed Rainbow away in embarrassment. “I’m still a lesbian. It’s just… As far as men are concerned, I guess if it’s Soarin, it’s okay.”

Rainbow grinned and stood, “Whatever you say, Gilda. Anyway, eat fast. We got a game of Truth or Dare going on after dinner and I don’t want you to miss out.”

“Truth or Dare?” Gilda asked as she got her food and started eating. “Why do I feel like I’m going to regret this?”

Gilda shot Rainbow a small glare from her spot on Soarin’s left, with Rainbow being seated on his right. To Gilda’s own left was Fluttershy. “So… Who’s first?”

Pinkie immediately shot her hand in the air, “Ooh! Ooh! Me me me!” She all but bounced in place, a wide grin upon her face.

“Alright then. Pinkie’s up first,” Twilight said as she leaned on Alucard, a cigar clenched between her teeth as she exhaled some smoke.

“Alrighty then! Hmmm…. Twilight! Truth or dare!?” Pinkie cried, pointing dramatically at Twilight.

Twilight thought for a moment before looking at Pinkie. “Truth,” she decided as she knocked some ash into an ashtray.

“Hmmm….” Pinkie tapped her chin, “How many times… has Alucard seen you in the shower?!”

Twilight turned a healthy shade of red from the memories. “Let’s see… Taking into account when he started, I’d say about 2,867 times.”

Everyone stopped and stared.

Celestia coughed into her hand, “W-how… ahem… that’s… shocking, to say the least…”

“Tis unexpected for such an indiscretion to happen that many times, is it not? Especially with one such as yourself, Twilight Sparkle,” Luna spoke up, a faint blush coming to her face.

Twilight couldn’t help chuckling. “At first he would just pop in to tell me something he’d been up to or found out. Then when my teenage years came up and gave me this excellent body, he started perving on me too. And now…” She gave Alucard a wink and grin. “I won’t lie, shower sex is absolutely fantastic.”

“So Trixie is forced to hear night after night,” Trixie muttered as she leaned on Big Mac.

Rainbow whistled in awe, “Damn, Twi, I gotta say that I never expected a bookworm like you to have that much sex… how do you not have shattered hips by now!?” She stared at Twilight, suddenly realizing why she kept hearing faint screaming every night.

“I magically reinforce my pelvis with one of my power tattoos,” Twilight said with a grin. “And yes. I have lots of absolutely mind blowing sex. I’m never considering letting another man into the herd. Now that I’ve been with Alucard, any other man simply will not do.” The air gained a hint of aroma that hinted at Twilight’s growing arousal. “Now then…” She looked around. “Seras. Truth or Dare?”

Seras tapped her chin and grinned, “Aww what the hell, I choose dare!”

Twilight giggled mischievously. “I dare you to give Anderson a lapdance, while topless.”

Seras blushed furiously, but grinned back at Twilight. “Challenge accepted, lass.” She stood, pulled off her blouse and bra, stripped off her jeans and stood over Anderson, straddling him with a grin, “Ready, Father Anderson?”

Anderson gained a very bright blush at this development, but nodded even so. “Aye. Ready as I’ll ever be, Ms. Victoria.” He was fighting a losing battle to avoid staring at her bare breasts.

“Then let’s have some fun!” Seras began Anderson’s lapdance, squatting down and moving her hips in an unheard rhythm, shaking her butt back and forth as she all but shoved her breasts in Anderson’s face. She ground on thin air, coming dangerously close to brushing the bulge in Anderson’s pants a few times.

Celestia giggled, “So eager to jump straight into the inappropriate aspects of this game, aren’t they?” She nudged Luna, who had returned to her book for the duration of the lapdance.

Luna snorted, “Let them enjoy their youth, as the saying goes.”

Rainbow hooted and hollered, cheering Seras on. Gilda rolled her eyes but gave a half-hearted attempt at mimicking Rainbow when the aforementioned aerial nudged her side.

Anderson was having a titanic struggle on several fronts. Not only did he have to fight to keep his hands to himself as Seras held her chest in his face, he was having to resist the temptation to give in to the invitation she was clearly sending him with her movements. That Twilight. Had Schrodinger and his love of matchmaking rubbed off on her?

Seras finished her absolutely lewd dance with a bright flush on her face, stepping from Anderson’s chair and putting her clothes back on with a dainty huff. She turned and pecked Anderson on the cheek, “Thanks for keeping your hands to yourself, mate.”

Anderson flushed darker at the peck and chuckled a bit, trying to hide the nervousness. “Of course. It’s the gentlemanly thing to do, Ms. Victoria.”

Seras smirked and winked at Anderson as she retook her seat, “Now… Rarity! Truth or dare?”

Rarity thought for a moment as she puffed her pipe. “I’m feeling rather bold. Give me a dare.”

“Well, since I rather don’t feel like being too mean right now… I dare you to just be completely topless for the rest of the game.” Seras shrugged, not having been able to come up with anything better.

Rarity blushed as she set her pipe down. “I imagine we shall be hard pressed to top what Twilight had you do, darling.” As she spoke, she unbuttoned her blouse and slid it from her shoulders before unhooking her bra and sliding it off, leaving her bust fully exposed. “It’s a good thing Spike isn’t here, isn’t it, Twilight?”

Twilight nodded, “Yes, it really is a good thing he isn’t… though, I have to wonder how he’s holding up back at home…”

Spike groaned and stamped another book for Lyra, “Honestly, Lyra… why do you even need this many books on lyre playing? Aren’t you already an expert?”

Lyra rolled her eyes and collected her books, “Just because I’m an expert doesn’t mean I can stop practicing, you know. And plus, the books have great songs in them sometimes.”

Spike sighed, “Yeah, I see your point. Have a nice evening, Lyra.”

“You too, Spike. You too.” Lyra walked out the doors, leaving Spike to turn his attention to the rest of the line.

“Dammit Trixie! Why’d you have to leave me here! You’re the one who knows how to run a library!” Spike silently suffered, longing for his stack of unread comics and uneaten crystals.

“I’m sure he’s fine,” Rainbow said flippantly, waving Twilight’s concern away with nary a care in the world, “Anyway, it’s Rarity’s turn. Who you gonna pick, Rares?”

Rarity thought for a moment while relighting her pipe. “Truth or Dare, Gilda?”

Gilda grinned, “Aww hell, you know I can’t resist a good dare!” She sat back and folded her arms behind her head, “Lay it on me!”

Rarity smirked at the cocky aerial. “You may soon eat those words, Gilda. I dare you to kiss Soarin on the lips, passionately, for 30 seconds.”

“Wh-Oh shit…” Gilda muttered, blushing bright red as she stared at Soarin, “.... Fffffff…..”

Soarin raised an eyebrow at Gilda, “What, is there something wrong with kissing me?”

Gilda sputtered and shook her head, gathering her wits, “Okay… okay, y’know what? Fuck it.” She lunged forward and began passionately making out with Soarin, jerking his head back with enough force to nearly tip his chair over.

Twilight leaned over to Rainbow. “Is anyone keeping the time?” she asked in a whisper, noticing with a grin how much Gilda seemed to be getting into it.

Rainbow shrugged and whispered back, “Don’t think so, why? Do you really wanna see this stop?” An insufferable smirk came to her face as her hand began sneaking down towards the waistline of her shorts.

“Now that you mention it, no,” Twilight whispered, grinning wider as she pulled away and leaned on Alucard in a suggestive manner.

Soarin pushed his tongue into Gilda’s mouth as his hands ran over her back and through her white locks. He felt his pants tightening as he felt her chest on his own, the memory of touching them coming back to him.

Gilda ran her hands over Soarin’s chest and up his neck, grabbing fistfuls of his hair and all but mashing her mouth against his. She moaned softly, acutely aware of the bulge in his pants.

Feeling emboldened, Soarin drew Gilda into his lap and gripped the back of her head to help him deepen their intense kiss as his right hand slid downward and grabbed a handful of her rear, pushing her further into his lap.

Gilda gasped slightly at Soarin’s touch before grinning into the kiss and returning the favor, giving Soarin’s rear a good squeeze as she forced her tongue into his mouth.

Soarin’s tongue twined with hers in a dance as he gently massaged her ass cheek while grinding her against his bulge, pressing her chest harder against him in the process.

Rainbow grinned, openly masturbating at the sight of Soarin and Gilda making out while Rarity rolled her eyes in distaste. “Honestly, dear, couldn’t you do this somewhere a little less inappropriate? I mean for goodness’ sake the Princesses are right here!” Rarity huffed and gently cleared her throat, “Ahem, Gilda? Soarin? I do believe your thirty seconds are up… with interest…”

Soarin blushed darkly as he slowly broke his kiss with Gilda, giving her a small smile even as his bulge throbbed against her crotch, the air a bit heavier with the scent of arousal.

Gilda panted, an identical blush upon her face, “W-Ah… d-don’t think that meant anything!” She quickly scuttled back to her seat, refusing to look Soarin in the eye, “A-anyway! Fluttershy! Truth or dare?”

Fluttershy looked at Gilda while considering which to pick. After a moment’s deliberation, she made her choice. “Truth.”

Gilda nodded and rubbed her chin, "Hmm.... How many sex toys do you own, Flutters?"

Fluttershy darkly blushed and played with a lock of her hair nervously. “Um… I own five.” She started trying to hide behind her pink locks.

Gilda raised an eyebrow, "That's... Actually more than I was expecting..."

Rainbow snickered, "Yeah, she only owns five, but she still borrows half of mine!”

Fluttershy squeaked in embarrassment as she tried to further hide behind her hair. “Um… Truth or Dare, Rainbow?”

Rainbow grinned and cracked her knuckles, "Dare me!" She cracked her neck for good measure, shifting her head from side to side.

Fluttershy let out a small giggle. “I dare you to let Alucard grope you. And you have to take your shirt and bra off too.”

Alucard let loose his impish laugh. “Oh this is going to be fun!”

".... Awwww shit," Rainbow muttered, pulling her top and bra off and flinging them to the side, "Ah fuck it, come at me bro!"

Rarity snorted, "Language, dear! There's royalty present!"

“Sunbutt’s desensitized to cursing by now, Raritits,” Alucard said as he phased over to Rainbow and squeezed her breasts. “Nice rack on ya, Rainboob.”

"Fucking dammit Alucard! Don't call me that!" Rainbow yelped as Alucard squeezed her breasts, not enjoying the sensation in the least.

“It’s a compliment, Rainboob!” Alucard said, massaging them as gently as he would Twilight or Fluttershy’s. “Better than Rainboard, eh?”

"Fffffffffffuck you're right....." Rainbow sighed in annoyance, "Can we be done with this now? I'd really rather only Soarin be the one touching my boobs."

“Only Soarin, babe?” Gilda asked with an arched eyebrow as Alucard released Rainbow and returned to Twilight’s side.

Rainbow blushed, "I meant Soarin being the only guy, G. You know you can touch me anytime you want."

Gilda grinned and reached over, squeezing Rainbow’s breasts. “Don’t mind if I do.”

"Wha-hey!" Rainbow moaned at Gilda's touch, "N-nevermind! Keep doing that!"

"It's your move, babe," Gilda said with a wider grin as she pulled on Rainbow's nipples.

"R-right!" Rainbow gasped as Gilda hit a particularly sensitive part of her breasts, "Uh, Princess Celestia, Truth or dare?"

Celestia pondered for a moment. “Dare, Rainbow Dash.”

"Ohoho..." Rainbow grinned and rubbed her hands together, "Then I dare you... To make out with your sister for ten seconds!"

Twilight and Rarity gasped, completely scandalized. Applejack gave Rainbow a disgusted stare while Fluttershy just about fainted on the spot. Everyone else but Celestia and Luna shot Rainbow looks of varying degrees of shock and disgust.

Celestia chuckled at the dare. “So daring, Rainbow Dash.” Smiling, she pulled her stunned sister into a deep make out. Luna resisted at first but got into it, their kiss going past the ten second mark with no sign of stopping.

Everyone else stopped and stared, each and every one of their jaws dropped, Twilight beginning to blush heavily, her hero worship of Celestia making the current situation even more awkward than normal.

Finally, after a solid minute of passionate making out, Celestia and Luna slowly broke their kiss, a small string of spit briefly connecting their lips. Giggling, Celestia looked at Anderson. “Truth or Dare, Father Anderson?”

Anderson sighed, "Considering the way the game has been going.... I choose dare, though I know I'll regret it."

Celestia giggled and smiled widely. “I dare you to give Seras a kiss that she finds satisfactory.”

Seras blushed and smiled at Anderson, winking as she waited for him to come kiss her.

"Somehow I knew you'd say that, Princess..." Anderson blushed and stood, leaning over Seras and kissing her deeply on the lips, his hands reaching up to cup her face.

Seras smiled as she kissed him back, her arms snaking up and around his neck as she started deepening the kiss while pulling him closer to press her chest against him and rub her thigh against his groin.

Anderson stiffened up both in spine and groin, his eyes widening ever so slightly, even as he did his level best to keep the situation under control and maintain the kiss to a satisfactory degree. His blush deepened as his hands started twitching, inching ever so slightly towards Seras’ breasts.

Seras giggled into the kiss as she shifted enough to land his hands on her breasts while her thigh kept rubbing his crotch. Running her fingers through his hair, she pushed her tongue into his mouth.

Anderson blinked in surprise as he began sucking on Seras’ tongue, not expecting Seras to do that but enjoying it nonetheless.

Seras rewarded his initiative with a light moan of pleasure as she pressed her thigh harder against his crotch and her breasts further into his hands, her movements encouraging him to loosen up.

Anderson couldn’t help it; his hands squeezed on reflex as Seras’ thigh touched his crotch again, his blush intensifying with every passing second.

Seras lightly moaned and finally broke the kiss, smiling at him as she released him. “Meet me in my room later tonight,” she whispered into his ear before pecking him on the cheek.

“A-ah… I can do that…” Anderson sat down shakily, eyes wide open and a blush firmly affixed to his face.

“Deep breath, Anderson. It’s just a kiss, tit squeeze, and boner,” Alucard said in his trolling tone. “Enjoy ‘em, dude.”

“A-aye… I can do that…” Anderson shook himself out of his daze and pointed at Applejack, “Miss Applejack, truth or dare?”

Applejack thought for a moment. “Let’s mix things up and go truth.” Though she was a tad nervous about what she might be asked to reveal.

“Well, since I don’t really know you very well….” Anderson trailed off in thought, “Hmm… What’s your favorite food?”

Rainbow jeered, “Boo! C’mon man, that’s super lame!”

Rarity huffed and reached across the table to cuff Rainbow upside the head, “Honestly, must you be so uncouth? He’s merely being a gentleman.”

Applejack laughed at the question. “Well if ah had ta pick, it’d be ma granny’s apple pie.”

“A good choice, I’d say,” Anderson chuckled, “A homemade dish served with love is far superior to anything else, in my experience.”

“Ain’t that the truth?” Applejack asked before looking around. “Trixie. Truth or Dare?”

Trixie tapped her chin and smirked, “You’ll not get the better of my dignity today, Applejack! I choose truth!”

“What’s the kinkiest thing ya’ve done with ma brother?” Applejack asked, a smug grin on her face.

Trixie immediately flushed bright red and dropped her face into her hand, “I stand corrected…” she mumbled, Big Mac flushing the same color as he tried to comfort her. After a few seconds had passed, Trixie took a deep breath and, with eyes clenched shut, said, “I had anal sex with him!”

“Damn girl! You’ve got guts!” Rainbow said, genuinely impressed. “I caught a glimpse of what he’s packing once. I’m surprised you can sit down.”

“It wasn’t easy for the first day or so…” Trixie grumbled, casting a half-hearted glare at Big Mac.

“Ah told you it would hurt, but didya listen? No.” Big Mac rolled his eyes and patted Trixie on the head, “But ya did take it like a champ.”

Twilight giggled. “Ah anal. It hurts at first, but once your asshole gets stretched enough, it’s as amazing as in the pussy.”

Fluttershy blushed, “A-ah, uhm… c-could we move on? Talking about this makes me… uncomfortable…”

“Sorry bout that, Fluttershy,” Applejack said with a small blush. “Yer turn, Trixie.”

Trixie, still blushing, cleared her throat and pointed dramatically at Alucard, “Alucard! Truth or dare!”

Alucard laughed as he was called on. “Hm… Let’s see… I’ll go with truth.”

“Alucard…” Trixie thought hard, rubbing her stump with her good hand, “What’s the first thing you’ve ever done to Twilight… erm, sexually, that is.”

“After I finished applying her tattoos, I ate her out while waking her up,” Alucard said. “She cut my head off and came when my blood splashed her legs.”

“....” Trixie stopped and stared, “..... Well, that’s… certainly interesting….”

Gilda slowly stood up. “I’ll be right back. Going to the can.” She started limping in the direction of the bathroom down the hall.

Soarin stood and immediately slung Gilda’s arm over his shoulder, “Come on, G, you shouldn’t be walking on your own yet. You might make your ankle worse.”

Gilda gave him a small smile, glad that her back was to everyone else. “Thanks.” She guided him down the hallway and around the corner, going right past the bathroom. “Tried to go alone for a particular reason. But since you came with, might as well do it someplace more comfy.”

Soarin blinked, not quite getting Gilda’s point, “Weren’t you… going to the bathroom?” He thought for a moment before blushing, “Wait… were you going to…?”

“Masturbate?” Gilda asked with a grin. “Yeah. That little make out got me all hot and bothered.” She opened the door to her room and shut it behind them, locking it for good measure. “I can’t stop thinking about you. You’ve been on my mind since the jungle.” She grabbed his cheek and turned his face to look him in the eye. “Dash think I’ve turned bi. But I’m still a lesbian. But you…” She blushed as she started leaning closer. “If it’s you, then I don’t mind being attracted to a man.” She closed her eyes as she deeply kissed him, wrapping her arms around his neck to hold him closer.

Soarin held Gilda close, running his hands down her back and stroking the base of each wing. “Well, I guess I can only feel flattered about that,” Soarin mumbled, kissing back with equal fervor.

Gilda guided him to the bed and fell onto it with him, running her hands over his chest as she pushed her tongue into his mouth, moaning as she felt his hands exploring her body as well.

Soarin met her tongue with his own as he rubbed the bases of her wings and the flesh between them, liking the moans that Gilda made at his touch. He left out a light moan as he felt her hand grasp his bulge and start stroking it. He broke the kiss and looked her in the eye. “Are you sure about this, Gilda?”

Gilda had a bright blush on her face as she slowly nodded. “Yeah. I’m sure. Not sure why, but you’ve really grown on me, stud.” Slowly reaching into his shorts, Gilda started stroking him directly. “Just don’t be surprised if I’m not as good as Dash.”

Soarin moaned louder as Gilda moved down and pulled his shorts and boxers off, letting his member stand upright as it twitched. Her soft fingers wrapping around it sent a jolt of pleasure up his spine. “Gilda…” he moaned as she stroked him.

Gilda couldn’t help grinning when she heard him moan her name. “Oh yeah. That’s my name,” she purred as she slowly leaned down. Once again stepping into new territory, she slowly stuck her tongue out and licked the tip of his length. “Not bad. I can see why Dash likes to blow you.” Opening her mouth, she started slowly sucking his tip, drawing loud moans from his mouth. Taking that as a good sign, Gilda started slowly taking in more, his cock slowly filling her mouth until it went a little too far. Her eyes widened as her gag reflex kicked in and she pulled him from her mouth, coughing.

“Hey, hey, careful there, G.” Soarin patted Gilda’s back as she coughed, making sure not to hit any of her damaged areas, “There’s a reason why you take that kind of thing slow, y’know.”

Gilda panted and looked at him. “Well now I know where my limit is. And it’s my first time giving a blowjob, Soarin.” Determined to prove herself, she once again engulfed his shaft in her mouth, being careful not to hit where her gag reflex would trigger this time, and moaned as she slowly sucked him off.

“Ah… Oh Gilda…” Soarin moaned as he ran his fingers through her hair. She may have never given head before, but she was a quick learner. “Feels really good, G,” he moaned as he felt her soft hands stroking what she couldn’t fit in her mouth as well as his ball sack. All those sensations soon had him panting as he felt release coming fast. “Gilda I’m cumming!”

Gilda’s eyes widened as the first shot of seed burst from his tip into her mouth. She barely suppressed her instinct to pull away, and kept her mouth wrapped around his erupting cock, swallowing the rather tasty fluid in several gulps. Once he finally finished cumming, she pulled his shaft from her mouth. “Fuck! That tasted surprisingly good.”

“Heh, well, I do aim to please,” Soarin grinned as he let his head loll back, panting slightly from Gilda’s skills.

Gilda blushed and moved up to where she could look him in the eye from where she sat. “I’m guessing we take our clothes off now?” Despite making an exception for him, Gilda was decidedly nervous about Soarin seeing her completely naked.

Soarin gave Gilda a lopsided smirk, already taking his shirt off, “Well, it’s a little inconvenient to do it with clothes on, isn’t it?”

Gilda’s blush darkened as she slowly pulled her tank top off and tossed it aside, her bra soon joining it. Unbuttoning her shorts, she pulled them and her panties off together, carefully moving them over the ice pack on her ankle and tossing them aside. “Well?” she asked as she showed him everything.

“You’re beautiful, you know that?” Soarin murmured, taking Gilda in his arms and giving her a deep kiss.

Gilda kissed him back, feeling her heart race even faster for reasons that had nothing to do with her nervousness at sleeping with a man for the first time in her life. She slowly broke the kiss. “Do whatever you want to me then.” She looked into his eyes before laying back. “I… I trust you.”

Soarin smiled softly, “Aw, G, you’re making me blush.” Still he leaned down and captured one of Gilda’s nipples in his mouth ,pinching the other and working it with circular motions. He sucked upon Gilda’s nipple, flicking it with his tongue and gently grazing it with his teeth.

Gilda arched her back and moaned loudly, her hand going to his head and running her fingers through his hair. “Oh fuck… My nipples are really sensitive. Feels so fucking good, Soarin!” She rubbed her thighs together as she got wetter and wetter from what he was doing.

Soarin grinned, letting his teeth close down on Gilda’s nipple, nibbling it while his other hand pinched harder. His free hand snaked down between Gilda’s legs, flicking her clit with his thumb as the rest of his fingers stroked her labia.

Gilda gasped at feeling his teeth nibbling her nipple and his fingers on her outer lips. “Oh fuck! Oh fuck!” She stiffened and came all over his hand as she moaned his name. “Oh yes… Don’t stop, Soarin. Lick me. Lick my soaking pussy!”

Soarin grinned, shifting positions and moving his head down, “As the lady wishes.” His tongue darted forward, just barely flicking Gilda’s clit. He moved down forward, placing a gentle kiss right in the center of her folds.

Gilda gasped in pleasure as he did. His tongue and lips felt very different from Rainbow’s, and she was liking that difference. “Just like that, Soarin. Just like that.” She started idly rubbing her left breast as she closed her eyes to focus on her sense of touch.

Soarin stuck his tongue out again, taking a long, slow lick from the bottom of Gilda’s pussy to her clit, flicking the tiny nub a few more times. He latched on to her clit, sucking on it and skillfully fingering her with his hands.

Gilda’s moans increased in volume as she lifted her right hand to her mouth and gently bit her finger to try to keep quiet. Her thighs gripped his head, keeping his face planted firmly at her crotch. “Yes… Just like that, baby. Just like that.”

Soarin continued licking at Gilda’s pussy, taking care to pay special attention to her clit. His fingers explored her folds, dextrously searching for her g-spot.

Gilda arched her back and gasped as he found it. “Fuck! Yes! That’s the spot!” She pinched her nipple and bit a little harder on her finger as her moans got louder while she gripped his head tighter with her thighs.

With a simple twist of his fingers, Soarin pressed Gilda’s g-spot and clit at once, rubbing both as he licked around Gilda’s labia.

Gilda’s eyes rolled back as her left hand shot down and pressed his face hard into her crotch. Letting out a cry that her finger only barely muffled, she came hard, drenching his mouth and jaw.

Soarin pulled back up, grinning widely, “So, how was that, G?” He held up his soaked hand and licked it, tasting the almost bacon-like flavor of Gilda’s juices.

Gilda’s chest heaved as she panted. “It was fan-fucking-tastic.” Blushing again, she spread her legs and pulled her labia open with her fingers. “Fuck me. Put it in me, Soarin.”

Soarin nodded and got off the bed. “Let me get a condom.” Going to his discarded shorts, he pulled a condom from the pocket and went back to Gilda, pulling the rubber from its packaging and sliding it onto his shaft. Moving between her legs, he lined up with her waiting vagina. “You sure about this, G?”

Gilda nodded and looked into his eyes. “I’m sure. Like I said. It’s okay if it’s you.” She arched her back and bit her lip to hold in a loud moan as she felt him slide inside her and stretch her out. “Oh fuck!” As he started thrusting, she closed her eyes and focused on the unfamiliar sensation of a man inside of her. “I can see why Dash loves this so much!”

Soarin grinned at that. “Yeah. She does love to have me in her.” His gaze fell on Gilda’s breasts, which bounced hypnotically with his every thrust. Sliding his hands up from her hips, he cupped the alluring orbs in his hands and gently massaged them.

Gilda moaned louder and pulled Soarin into a deep kiss, pushing her tongue into his mouth as she rolled on top of him. “My turn, Soarin,” she purred against his lips as she started riding him hard. “Fuck that’s reaching deep!”

Soarin groaned as he leaned up and took her left nipple into his mouth, sucking on it while rolling her other nipple between his fingers. He was loving the way she moaned under his ministrations, especially when she moaned his name.

Gilda pushed him back down. “Something’s missing.” Getting an idea of what, she pulled off him and reached between them to his cock. “There’s the problem,” she muttered as she gripped the condom and pulled it off. She moaned louder than before as she slid him back inside her. “Fuck yeah! Bareback feels a lot better!” She rolled him back on top and glared at him. “You’d better pull out before you cum.”

Soarin nodded as he started thrusting. “No problem, G. I’ll pull out.” He loudly moaned at how good it felt and how different Gilda’s pussy was from Rainbow’s. “Feels really good in you, G.”

“Glad you like it,” Gilda moaned as she tightly gripped the sheets from the combined pleasure of bareback sex and his hands once again playing with her breasts. He was good. No doubts there. Even with the pleasure affecting her ability to track time, she counted no less than three orgasm while he was inside her.

Soarin rested his head on Gilda’s chest as he kept thrusting. Her last three orgasms had made her walls clench him hard, trying to make him cum, but he held back to keep going. But all good things must come to an end. “Gilda I’m gonna cum!”

“Pull out, dammit!” Gilda moaned even as she came a fourth time, her body begging him not to, but she felt her canal become empty as he pulled out, followed by the sensation of his seed landing on her chest and belly. “Fuck… That was amazing.”

Soarin wheezed lightly, “Damn, G, that wasn’t amazing, that was goddamn mindblowing.”

Gilda laughed and grinned at him. “Dash keeps saying you’re a fantastic fuck. You really are.” Her grin turned into a genuine smile. “Dash says I turned bi for you. But I’m still a lesbian. But I can make an exception for you, Soarin.” She grinned again. “Want another girlfriend?”

“You really gotta ask?” Soarin grinned crookedly, holding Gilda close. “Of course I do, G; plenty of lovin’ to go around.”

Gilda blushed as she hugged him back. “Never thought I’d say this to a man but… I love you.”

Soarin smiled, “I love you too, Gilda.”

Author's Note

Justin is going to be taking a break to work on his own stuff, so it may be a little while before we update this again.