A Different Kind of Love

by Loyal

Rating: mature
Tags: Human, Main 6, My Little Pony: Friendship is Magic, Princess Cadance, Alternate Universe, Other, Sex, Queen Chrysalis, Shining Armor
Length: 61627

Changelings feed on love, right? Chrysalis sends her best to find a different kind of love...

A different kind of love is the story of a Changeling lieutenant tasked with extracting the "Essence" of each of the Mane 6. The story takes place mostly in Ponyville, with a few other places nearby playing a key role.

The main character, Lily, is Chrysalis' highest-ranking lieutenant, and has earned that position well over the years. The recent downfall in Canterlot left Chrysalis bitter and resentful towards the mane 6, and Twilight in particular. Seeking a way to harness the Elements of Harmony in addition to her own formidable power, Chrysalis sends Liliana (Aka Lily) to go seduce the Mane 6 in any way she possibly can. The veteran lieutenant will kiss, flirt, lick, and sweet talk her way into each bed she can to please her queen, but where do Lily's loyalties really lie?

Chapter 1: Prologue, back story, and Fluttershy.
Chapter 2: Rarity
Chapter 3: Applejack
Chapter 4: Rainbow Dash
Chapter 5: Pinkie Pie
Chapter 6: Twilight sparkle
Chapter 7: Conclusion and Epilogue

Published 2012-05-28 00:04:02 UTC
Last updated 2012-06-15 16:44:56 UTC

Rarity

----------------- Chapter 2: Rarity -----------------

Lily stretched her arms over her head with a low groan, feeling the vertebrea in her back pop as she stretched. "Ooh, what a night..." She moaned softly, rubbing sore muscles. It had been a short, furiously fast week as Maggie got a sudden influx of new tenants. Lily had been kept busy cleaning and repairing minor things around all the apartments in the complex, though she had earned a decent spot of cash to reward her for hard work. To top if off, Maggie had waived her rent on top of the payment, leaving her with a sizeable portion. Lily felt a little guilty accepting so much money from her gracious landlord, but she wasn't about to complain. Besides, it opened up her finances for some more... Lucrative... Purchases.

She shot a quick glance at the black bag sitting near the door, containing a recent purchase. A tingle rose from her heated crotch as she thought about what lay inside. Grinning to herself, she picked the bag up and deposited it in the closet, humming to herself as she set about cleaning the apartment. Things had gotten dusty, as in the past week all she could bring herself to do was work and sleep. Once the place was tidied, she took a nice shower, shaving all the parts that had been neglected in the flurry of excitement, and feeling rather sexy once more. Until she got a look at herself in the mirror.

"Ugh." She groaned, looking her form up and down. What she didn't like, she could change. Still, the fact that she had let her natural form get so sloppy was upsetting. All changelings had a natural form they took when they wanted to relax and take it easy, but Lily's had just become... Pudgy. A quick shift to her stomach and thighs, and she felt slim and sexy again, if a little more curvy than usual. Hmm... Maybe she needed to slim down some more? Adjusting her bust and hips, Lily looked slim and sleek, her butt still protruding enough to give her hips definition, but not quite so far out to the sides. Her body was slender now, not quite as curvy. A slightly smaller bust and a flatter stomach, not so much meat on her thighs. She turned in the mirror, inspecting parts of her nude body until she was satisfied.

About time for her weekly hike, Lily changed into a pair of short, breezy shorts and a tight-fitting sports bra underneath a muscle shirt. Shouldering her pack, she was out the door, only to nearly run into Maggie.

"Oh!" The elderly landlady smiled as she placed a hand on her breast, possibly stilling a beating heart. "Didn't see you there, Lily. Headed off to your hike, eh?" Maggie patted Lily's stomach with the back of her hand. "Looks like you slimmed down a bit, too! Have you been off to see Aloe and Lotus in your spare time?"

Lily arched an eyebrow. "Aloe and Lotus? Who are they?" Maggie blinked, apparently shocked Lily hadn't heard of them.

"They run the spa across the square," Maggie began, gesturing in a vague direction. "I hear a lot of people go there to relax and get a nice pamper now and then. The way your figure looked, I thought you might have been going there." When Lily shook her head, brow furrowed, Maggie just shrugged and smiled.

"Yeah, the hike is a bit overdue, though," Lily said, beginning the conversation again. "That was a crazy week. I don't even know where you got the idea that I'd have spare time to go anywhere, let alone a spa. Hey, there wasn't anything you needed me to do, was there?" She asked, tilting her head to the side. She had pulled her hair back into a tight ponytail, the long lock bobbing as she moved her head.

"Lily, even if I HAD somethin' for ya to do, I wouldn't ask it of you. You deserved a good rest, love. Go out and get some sun." She gave Lily a gentle hug and a smile before padding away, humming a tune. Lily smiled and shook her head, half because she had taken to the endearing old gal, and half because she wanted to feel her hair whip around her face. Bouncing happily, She made her way out onto the street and down the road, humming to herself as she smiled at passing people. The sights and sounds of Ponyville were always a little subdued, quiet... People greeted each other and chatted on street corners, or called to neighbors out of open windows. In Canterlot, such behavior would have gotten disapproving glares or at least a condescending scowl. What little Lily did know of Equestrian culture was learned first hand in Canterlot, so she was usually shy and reserved... But now, she was learning to open up and fit in, be a part of the community.

The road passed under her feet, eventually leading her out of town and into the surrounding countryside, most of it dominated by Sweet Apple Acres, the Apple family's farm. She walked along a quiet country lane under the looming apple trees, looking up at the ripe, red fruit hanging overhead. Knowing the Apples were kind folk, she reached up to pluck an apple for her breakfast, enjoying the sweet juice and the cool shade. Soon enough, however, she passed even that, and was out into the wide open country, rolling hills and meandering paths greeted her vision as she hummed the same tune Maggie had been. To anyone who might have seen her, Lily was enjoying a hike... But in reality, it was something much more than that.

The last time she had spoken with Chrysalis, her queen had instructed Lily to start running reconnaisance on Ponyville. Never one to question an order, Lily had agreed, taking it as a chance to familiarize herself with the surrounding countryside. In particular, she was looking for a spot many changelings could gather without being spotted. Two weeks ago, she had thought she found the perfect spot, but the sun was lowering and she had had to work the next day. A hurried X on her map had given her the vague location, and she followed it now over a hill and down into a gully. Reaching the bottom, she looked around and nodded satisfactorily. Yes, close to a hundred changelings could gather here without attracting attention, maybe more if they squeezed close. She made a more precise mark on the map and folded it up, noting the high sun in the sky. If she was going to make it back in time for sleep, she had to leave now. Still, it was her weekend, and she deserved a break.

Pulling a pre-made lunch from her pack, she settled into the grass on the side of the gully, the high sun illuminating all of the countryside around Ponyville. She let her eyes soak in the wonderful sight, munching away happily at a fresh salad. Her mind, however, wandered back to Fluttershy... That blissful morning spent making love to the eager avian still burned fresh in her mind. The young woman seemed awfully taken with Liam, the form she had taken to seduce the sultry hermit. It almost broke her heart to take Liam away from her, when she was obviously so smitten. That is, if Lily had a heart to break. Snickering slightly, Lily revisited the wonderful morning again and again, replaying the events in her mind. From the first deep kiss to Fluttershy's fourth, shuddering orgasm, Lily enjoyed herself. Salad forgotten, she pushed her shorts and panties down, spreading her legs shamelessly in the wide-open air. No one was around, none could see her as her fingers slide inbetween her legs.

She slid two fingers smoothly into her waiting womanhood, moaning as she felt the digits curl inside... Settling into an easy, quick pace, Lily cupped her breast with a free hand while closing her eyes and arcing her back. The sound of Fluttershy's voice echoed through her mind as she touched herself, getting thoroughly wet in the process. It didn't take long to reach orgasm, as she hadn't had a chance in the past week to do anything to relieve the stress. Pulling her shorts and panties back on, Lily returned home with a bounce in her step and a smile on her lips.

It was when she reached the square that she noticed the sign above a store she seldom passed, depicting a lotus blossom afloat on a serene puddle. So this must be the spa Maggie had talked about. She slipped inside, smiling as the receptionist greeted her. A foreign-looking girl with long hair held back with a hairband, wearing a clingy dress and bracelets, ushered her forward. She spoke with a heavy accent.

"Come, come. Vat can Lotush and Aloe do for joo?" She asked, smiling with perfeclty white teeth. Sweaty and flustered, Lily probably looked like a customer in desperate need of a bath and a pedicure.

"N-no, not for me! For my sister..." Lily stuttered, taken slightly aback by the overt friendliness.

"Are you shore? Eet looks like you neet some help yourself..." The receptionist eyed Lily up and down, obviously noting sweat-stained clothes and frazzled hair.

"I'm sure. Trust me, I look like this all the time. But, as a gift, and I set up an appointement for her?" Lily felt like being pampered. "I want to pay in advance, so she can just come in and enjoy herself... Poor girl needs it, y'know?" The receptionist smiled and pulled a clipboard out.

"Of korse, darlink! Who ees it for?" She asked, hastily scritching in details on a complex form.

"Her name is Samantha. Samantha Sunrunner." Lily constructed a name as quick as she could on the fly, the talent coming easy through more than a few years of practice. They bantered through a few of the details and Lily paid the full amount, an astounding five hundred dollars for a full treatment, in advance. Feeling her bank account lighten already, Lily waved and turned out of the spa. For a full month's rent and then some, she had BETTER be getting a damn good treatment. Lily returned home and took a quick shower to rinse off the dirt and sweat before stretching out on her cool sheets, sleeping soundly the whole night. The next day came along, and she quickly prepared, trying out the new form in the mirror before dressing.

This time, Samantha was an avian of moderate height, just under 5' 9", and well-endowed in the chest area. Her hair was short, styled, and blonde, framing her face in a layered, textured approach. She stretched her wings experimentally, changing muscle tone and size. It had been a while since she had changed into an avian... She tweaked a few things until she was satisfied, pulling on a dress similar to the one she had worn into the Everfree Forest, the one that had changed with her into Liam for the first time. She slipped out as Samantha, sure that Maggie was either asleep or in her apartment this early in the morning.

The spa had only one opening very early in the morning. Not that she minded, Lily was an early bird as it were. Sadly, it was the only time available that day, though not the earliest. That particular slot had already been taken. To her relief, Lily didn't run into anyone she knew leaving the apartment building, and made it across the square to the spa without encountering anyone of consequence. As she slipped in, there was one other person in the waiting room, clad in a dark blouse and a white skirt, wearing a stylish bonnet with her face hidden behind a magazine titled "Vogue." The receptionist smiled up at her, the same one from yesterday.

"Allo! Do you haff an appointment, or are you settink one up?" She asked. Lily strode to the counter and smiled kindly.

"My sister, darned little thing that she is, decided to surprise me with this." The receptionist, who now wore a nametag labeling her as Aloe, smiled knowingly.

"Aah. A frumpy gurrl, came in here just yesterday. You haff an appointement in five meenutes. Please, haff a seet." She gestured to the waiting area, and Lily flashed a kind smile before sitting and crossing her legs. It wasn't long at all before someone else came out of the back, her nametag reading Lotus. She called Samantha by name, who stood and nodded. Then she said the most damndest thing.

"Miss Rarity? Would you like to reschedule? I understand Miss Fluttershy isn't here yet..." Lily fought to keep her expression straight as she turned to look at the other patron who had now lowered her magazine. There she was. Purple hair, pale skin, even her facial expression was the same as the last time Lily had seen this particular woman.

Rarity.

Mother fucking Rarity.

"Fluttershy normally doesn't miss our spa days... As much as I'd hate to," The haughty Magi stood with a sigh, straightening her skirt before continuing. "I think I'll reschedule for next week." Lotus flipped a page on the clipboard in her hands, furrowing her brow.

"Well... If Miss Sunrunner doesn't mind, you're more than welcome to join her." Lotus turned her head to Lily, who raised and dropped her shoulder indifferently, feigning a warm smile at her target. Rarity drew a lipsticked lip inbetween her teeth, gnawing on it thoughtfully. Lily's heart hammered in her chest.

"Oh, why not? I'm sure Fluttershy would want me to enjoy myself anyways." Rarity beamed and stepped forward to take Lily's arm in hers, half-dragging, half-escorting her into the back. "Come now, dear, and let's enjoy ourselves!" An easy, lilting laugh came from her Magi objective as they swooped into the back. Lily stuttered and stammered, her feet catching together as she followed after clumsily. They entered what appeared to be a changing area, Lotus smiling as she swept past them, leaving it to Rarity, who obviously knew what she was doing.

"Uuh," Lily opened her hand after the retreating spa technician, but Rarity tsked and pushed her hand down.

"First time at a spa, darling?" Rarity asked, pulling her bonnet and glasses off. Lily glanced at her and found a blush rising to her cheeks. What was supposed to be a relaxing day being pampered and relaxing, enjoying her good fortune was quickly turning into a rather stressful experience. Not only had she ran into one of her targets, but now she was forced to spend the next two hours with said target, and she wasn't even prepared! Rarity was one of the ones she wanted to leave for later, not right after Fluttershy!

Rarity broke her train of thought with a smile as she continued. "Well, first things first, we're doing mud baths. So, come now, off with that ratty old thing!" Rarity herself began to strip, disrobing with what seemed like practiced ease. In a matter of moments, she was down to her panties and bra, the dark blouse and skirt tossed into one of two baskets sitting on a nearby counter. Lily struggled to catch up, pulling her dress over her head, though her eyes couldn't help but wander back to the woman stripping before her very eyes.

"Uum..." Lily stammered, flushing a little. "Everything off?" She asked hesitantly. Rarity straightened, her fingers having just popped the clasp on her bra.

"Of course! What, do you want to get into a mud bath with your undies still on? Don't be shy, let's see what you got, girl." Rarity slid her bra down her slender arms, exposing what had to be the most shapely pair of breasts ever. They couldn't have been bigger than Lily's, but she was so... Toned. The flesh looked firm as can be, and didn't jiggle whatsoever when she moved. Lily was caught staring, and Rarity just smiled in return. "Like what you see?" She teased, using her arms to push those magnificent, dilectable breasts together. Lily blinked and shook her head, flushing as she glanced away.

"Uuh... Well. Yeah..." She absently raised a hand to her own large bust, suddenly feeling like she had made herself too big. Turning even deeper red, she pulled her own bra off. Only Rarity could make the lusty lieutenant of the changeling army fucking BLUSH. Her impromptu partner grinned and slipped behind Lily, wrapping her arms around her from behind and grasping her chest firmly. Lily yelped and fought away the encroaching hands rather unsuccessfully.

"Come on! You've seen mine, now let me see yours! Don't by shy!" Rarity laughed and groped Lily, who was caught halfway between a laugh and a cry of outrage and denial. Pushing away, Lily covered her chest, still blushing in addition to the ragged breath. She felt her fatty flesh spill over her arm, and suddenly felt disgusted with her breasts. Rarity just laughed it away, an arm across her flat stomach. This was schoolgirl locker room shit. Not the type of sweet seduction Lily had been hoping for. She piled her bra and dress in the basket next to Rarity's as the two women set about to stripping the rest of the way. Thankfully, the vuluptuous woman didn't give her any grief about what lay under her panties, though she noticed Rarity's eyes flickering downwards more than once. Not like hers didn't either, but still. She was glad she shaved this morning. Rarity wore hers in a neat triangle, obviously trimmed.

"Ready?" Lotus asked, peeking her head in on the two women. They nodded, Rarity looping Lily's arm through hers as they made their way out to the mud baths. Thankfully, they were seperate, sitting side-by-side and sunk into the tile floor. Rarity slipped away and settled into one right away, shivering as the cool mud wrapped around her body.

"Ooh." She exclaimed before slowly sinking in, laying back and resting against the wall. The mud covered her up to her neck, and Lily was glad that particular distraction was now gone. She settled into her own tub next to Rarity's, just as Lotus and Aloe set about to wrapping their heads with heated towels and covering their eyes with cucumber slices. She let herself relax, groaning as she felt the cool mud soak into her skin, nourishing it with it's wonderful mix of vitamins and minerals. Just as she felt herself begin to truly relax, however, Rarity started talking.

"I never did catch your name, I'm afraid." She started, and even though she was blind from the obscuring vegetable, Lily knew Rarity had turned her head to talk to her.

"Uuh, Sam... Samantha Sunrunner." She stuttered slightly, still remembering the little foray with Rarity in the changing room. Lily was glad the sultry little Magi couldn't see her blush.

"Well, Sam, your dress was, and pardon my saying, but just atrocious. You just HAVE to come by my boutique... I love your fabric choice, but the fit was all wrong. We'll just have to re-fit it for you." She teased. Oh no. Lily knew where this was going already. She wasn't going to get much relaxing done at all.

She was one hundred percent right. Rarity was a natural gossip queen, chatting about this and that, and one person's habits or another's dirty little secret that everybody knew. Her sentence always started with "I heard that..." Or "Did you know?" And she could go for five minutes straight without a breath. Lily did her best to keep up, but listening to Rarity go on and on about Ponyville life was just... Arduous. Near the end, she just toned her out, trying hard to focus on the massage that was supposed to be wrapping up the treatment. Only when she heard her name repeated with the "A" in the middle stretched out to get her attention did she actually listen.

"Hmm? Oh, sorry, I was... Lost." She muttered. Lotus' hands were almost good enough to drown out Rarity. Almost.

"I said, I'm having a little get-together next weekend at my Boutique. Not those stuffy fashion shows, no, just a little bit of upper-crust mingling and whatnot. You're more than welcome to join if you'd like." As much as sitting through an hour and a half of Rarity's mindless droning was excruciating, she dared not think about a nighttime party with the same... Still, Rarity WAS one of her targets... Like it or not, she had to bed the talkative fashionista. She summoned a warm smile and turned to look at Rarity.

"I'd love to, Rarity. Thank you for your invitation." The magi beamed and looked up at a focuing Aloe, and asked what time it was.

"Eet's Ten-thirty, Mees Rarity." Aloe said, pausing her hands. Rarity scrunched her brow down for a few moments before waving Aloe off her.

"I nearly forgot, I have a lunch date with Sapphire Shores... If you'll excuse me, Samantha, I must be going early." Oh, no, anything but that... Lily bit back the sarcastic remark, instead frowning at Rarity.

"Really? So soon?" She asked, Lotus' hands pausing as well.

"Oh, you know, business is business. But! Next Saturday, at my boutique, nine PM. Don't be late, darling. Ciao!" She turned and walked out, allowing Lily to watch the indignant twitch of her firm ass on the way. She groaned and relaxed into the massage chair, just in time to hear Aloe scoff and say something that caught her completely off-guard.

"What a bitch." She said in a low tone, standing on the opposite side of Lotus. Her co-worker nodded knowingly and rested her hands on Lily's back once more.

"Can never get to the fun parts with her around. And now, Miss Sunrunner. Would you care for our... Ahem... Deluxe package?" Lily cracked a wide smile and turned over, nodding just as Aloe's soft lips pressed to hers. Lotus' hands slid lower, and Lily got exactly what she paid for...

Dressed in the re-fitted attire Rarity had insisted on doing pro-bono, Lily made her way across the street to Rarity's boutique, where soft classical music and sounds of conversation wafted across the pavement. Thinking of Rarity brought her mind back to the spa, and how Lotus and Aloe had earned a lifelong customer. She smiled inwardly as she entered the high-class party, feeling surprisingly at home amongst the other citizens of Ponyville's high society. She hadn't been there more than a minute before that familiar voice called out to her.

"Darling!" Rarity swept in and wrapped Lily in a hug, laughing as Lily returned it happily. She wasn't going to enjoy this, but Lily was determined to please her queen, and that meant pleasing Rarity. As the other woman pulled away, Lily finally got to see what she was wearing. A voluptuous purple dress clung to Rarity's curves, pushing her already-firm breasts up even more, her wonderfully erotic cleavage showing off quite a bit. The dress cut off mid-thigh, a thin stripe of pale flesh showing between the hem and the start of Rarity's heels, which clung to her legs as tight as stockings all the way up to three inches shy of the dress. Around her left wrist were golden bangles, and they jingled as she ran a hand back through her wavy, perfect hair. Lily swallowed hard and smiled.

"My goodness, Rarity, you look incredible." It was truth. If Lily could just look over this stuck-up snob's personality flaws, she might actually enjoy herself tonight. Stripped naked, clad in a classy dress, it didn't really matter. Rarity was a picture of beauty all around. As a waiter with a tray of champagne passed, Rarity snatched two glasses and pushed one into Lily's hands.

"Cheers, darling." She said, clinking them together before taking a hearty sip of her own. "I must say, that trip to the spa must have done you wonders. You're positively glowing!"

"Yes, Lotus is surprisingly f-" She was going to say 'Flexible' but quickly changed it... "Full. Of. Knowledge! She taught me a few very simple tricks to relax." Rarity laughed, a natural sort of laugh becoming of a woman of her stature.

"Come now," She said, looping her arm through Lily's and leading her into the crowd. "As I understand it, you're new here to Ponyville. And your sister, Lily, works with Maggie at that apartment complex, just off of City Square, right?"

"Well, yes. How, pray tell, do you know that?" Lily asked, slightly concerned now.

"A lady doesn't kiss and tell," Rarity said with a sly wink. Lily wasn't sure how much, if any, Rarity had had to drink, but she could have sworn there was more meaning behind that wink than there should have been. Lily chuckled and gave Rarity a gentle peck on the cheek.

"Well, you would be correct. You know how it is, never move to a town until you see what the local spa is like, right?" She and Rarity shared a laugh as they stopped short of a group already involved in conversation. It seemed to cease as Rarity cleared her throat.

"Everyone, I'd like you to meet Samantha Sunrunner. She's brand-new in town." Smiles met her as she was soon enough the center of attention, asking questions and answering them in equal measure. She was introcuded to Hoity-Toity, a nickname, it had to be... Surprisingly, Ponyville's mayor, who never missed a social function, despite her awkward name, and a man named Rich, who's striking smile had probably earned him as much money as hard work. Which is to say very little. Lily knew a backstabber, a schemer, and a swindler when she saw one. Still, she shook the slimy bastard's hand and remarked on his well-groomed hairdo before mingling some more. Some time in the night, she and Rarity were seperated, which gave Lily time to slip into the bathroom and check her purse. Thankful the purchase that had previously inhabited her black bag was safe, she smiled and returned to the party, only to bump into Rarity again.

"Aah! Listen, Samantha, glad I caught you." She said, slipping an arm around Lily's waist and drawing her close. "Things here are getting a little too dull for my tastes. We're going to the afterparty at my house, but don't let Hoity or Rich know, they'll just ruin the fun." Lily smiled and nodded, leaning in to whisper into Rarity's ear.

"Fun as this was, I'm looking forward to something a little more... Ahem. Personal." Rarity pulled back, her expression blank for a few long moments. Lily blinked, fearing she may have just blown her chance. Then a smile broke out on the shining, lipsticked mouth of Rarity's.

"Why that sounds just..." She inhaled through her teeth. "Lovely." They made a show of crossing the floor of the boutique to another group of influential individuals, made their hellos, serruptitiously slipped through the party, and out a side door. "Not to worry," Rarity reassured her, just as Lily was about to remark on the absnece of other people around them. "Anybody who's somebody knows my home is always the place to be after a social event. If they aren't waiting for us, they will show up momentarily." The thought of being alone with Rarity both scared and excited Lily. Scared because she feared another episode in the spa, but excited at the prospect of taking her essence... They arrived at a large house a few short blocks away, but surprisingly enough, there was no one waiting for them. At least, not on the front porch.

"Huh. I could have sworn I saw at least the mayor leave early, thought she was coming here. Oh well, guess it's just us." She unlocked the front door and ushered Lily inside, where she was greeted by an expansive living room furnished with leather designer furniture.

"So. This is the famous Rarity's home." Lily said, running her fingertips over the back of a couch.

"Oh, it's nothing. Just a place to relax with friends, you know..." Rarity carried on, serruptitiously locking the door behind her. "Can I get you something to drink? Water, tea perhaps?" Lily just shot Rarity a grin.

"Brandy, I should think... Don't tell me you're lacking?" She arched an eyebrow challengingly. Rarity just grinned in response.

"I think this is the start of a very beautiful... Friendship." She admitted, clicking along the hardwood floor to a liquor cabinet. Sure enough, a diamond tumbler of amber brandy was extracted, and Rarity filled two glasses with a finger and an icecube each. Passing one to Lily, she clinked them together before taking a sip, toasting the start of the night. They sat and chatted, laughing and teasing most the night. Rarity was actually okay, though Lily wasn't sure if it was the alcohol making her seem that way... Maybe when she was in public she tried too hard to make a good impression? That would explain the awkward one-sided conversation at the Spa last weekend...

Memories of the spa shifted Lily's psyche into a different gear, and the flush on her face intensified at the memory of Aloe's careful touch, Lotus' flexibility... Rarity seemed to notice, and she smiled over her nearly-empty glass. Her fourth, if Lily was counting properly. "Something catch your fancy?" She asked, snapping Lily out of her reverie.

"Hmm? Oh, no, not really, just... Remembering something." Her thighs squirmed together, and that did not go unnoticed by Rarity either, who was probably feeling just as frisky right about then.

"Care to share?" Rarity's low tone was a different one altogether, gone was the high-and-mighty entitlement, replaced only by lusty curiosity. The alcohol weakened Lily's inhibitions, and she shared everything about the twins eagerly. Poor Rarity, though, hadn't been offered their services. To her, this was the one bit of Ponyville's secret side she hadn't known about.

Flabbergasted, she stared at Lily sharing how the foreign Aloe could lick, how Lotus' slender form could bend and twist, licking and touching in equal measures parts that probably ought not to be licked and touched simultaneously. The story was certainly arousing Lily, she wondered what it was doing to Rarity... In fact, it had been a little time since she had even glanced at her partner for the evening... Who was now currently sliding her fingertips over the crotch of a lacy black thong...

"Aah..." Lily paused in her story, taken aback by the rather arousing sight. Rarity stopped, but didn't pull her hand away either, both of them caught in an awkward moment. Blushes intensified all around as Lily slowly got up and pulled the blinds on Rarity's windows.

"What are you...? Rarity started to ask, but quickly shut her mouth when the last blind was drawn and rotated so none could see inside. Lily returned to her chair opposite Rarity, spreading her own legs and pressing her fingers to the crotch of her moist panties.

"Don't let me stop you." Lily said gently, smiling as Rarity resumed what she had been doing before. The two ladies watched eachother's teasing motions, neither of them exposing anything, not quite yet... But certainly looking, and enjoying what they saw... Lily's eyes were fixated on Rarity's fingers, sliding up and down the slick fabric smoothly. Glancing upwards gently, Rarity's own eyes were fixated on Lily's fingers.

Why not give the girl a show? Gently, she peeled her panties aside, revealing her completely hairless, slick, pink lips. Rarity tensed visibly, her fingers pausing only momentarily before following suit, exposing her own wet core. The two women, breathing heavy, proceeded to please themselves, rubbing and fingering, watching the other... It was so very... Voyeuristic.

Fuck this, I can't take it anymore. Lily kicked her heels off and stood, padding across the hardwood floor to where Rarity sat, who now looked up at her with big, shimmering eyes. "What are you..." Rarity was cut off as Lily pressed a moist finger to those shining lips, silencing the lusty Magi.

"Just let me." Lily muttered gently, sinking to her knees in between Rarity's open legs. Her hands slid up those creamy, smooth thighs, urging Rarity to spread some more. She felt hands push back through her short, sandy blonde hair, caressing her scalp. Lily smiled and sniffed experimentally, catching the scent of Rarity's wet, musky womanhood. A shiver ran through Lily as she kissed the joint of Rarity's leg and crotch, the corner of her mouth getting just a small bit of wetness on it.

Lily took a moment to strip Rarity's skimpy thong off, tossing it aside before returning her attention to the rather delectable sight before her eyes. Moaning gently, she opened her mouth, letting Rarity feel her hot breath wash over the waiting flesh. Rarity arched her back with a deep groan, and Lily swore she saw the core muscles flex inside Rarity's waiting slit.

"Darling..." Rarity groaned, her fingers tightening in Lily's hair. She just smiled up, her gaze sliding up the curves of the purple dress that still clung to her target's voluptuous form.

"Yes, love?" She teased, kissing the small triangle of soft hair just above that delicious, wet gash.

"P-please... Don't tease..." Rarity blushed and looked down at Lily, her cheeks a delightfully embarrassing shade of red.

"Then you'll just have to beg for it." Lily countered, kissing a touch lower, her lip just barely brushing Rarity's swollen clit. Her partner moaned and arched her back, squirming her hips rather seductively. It was working, too... Lily didn't know how much longer she was going to be able to hold out... Rarity surprised her by standing then, urging Lily to her feet.

"Come to bed with me." Rarity panted, kissing Lily firmly before dragging her along. She remembered to snatch her purse before padding after the insistent woman. Barefoot, her feet made a contrasting swishing noise when compared to Rarity's clicking heels across the hard floor. Lily was led through the house turn by turn, finally pulled through one last doorway, leading to an extravagantly-appointed bedroom. The massive four-poster bed was hung with dark drapes, the sheets apparently a smooth silk. Rarity set to removing her heels, the designer article obviously more tricky to get out of than originally thought. Soon enough, though, Rarity's long, smooth legs were bared, and she turned her back to Lily.

"Would you unzip me, Sam?" She asked in that low, sultry tone of hers. Lily could do little else than oblige, stepping forward to slide the small zipper down Rarity's spine. Her hands slid under the fabric, easily parting it from the waiting flesh underneath. Gently, Lily pushed Rarity's dress off, letting it fall to the floor as her chest pressed against Rarity's back. The lusty groan that accompanied her movements told Lily that Rarity was REALLY enjoying the teasing. Lily, on the other hand, was not. She wanted more, and she wanted it now. Plunging her fingers down Rarity's front, Lily quickly slid her middle finger into Rarity's wet slit.

"Aahn!" Rarity gasped, flexing but not pulling away.

"I knew you were liking this." Lily whispered into her ear. "Look how wet you're getting..." She pulled the finger out, holding it in front of Rarity's face, the digit shining with evidence of Rarity's arousal.

"D-don't talk dirty like that..." Rarity whimpered weakly.

"Don't tell me what to do." Lily countered, sliding her hand down once more to start toying with the naughty fashionista's clit. Rarity gasped out loud and twitched, shivering as the pleasure ripped through her.

"Aah, God yes!" Rarity whimpered, her hands grasping the edge of the nearby dresser. Lily pressed more firmly to her back, her other hand sliding up to grasp Rarity's perky breast, pinching the nipple firmly.

"Tell me what you want." Lily whispered into the twitching woman's ear. "And I just might give it to you." The withering glare Rarity shot her was priceless. Rarity tried to turn, but Lily's strong arms and a firm pinch to the nipple inbetween her fingers cautioned otherwise. The magi in her grip whimpered, her smooth lips dripping now. Rarity inhaled deeply, her entire body shaking before she released the breath, and her wishes, all at once.

"Just... Do anything. Please, I want it. Your tongue, your fingers, your breasts... Anything." Rarity panted, finally giving in. Lily smiled and removed her fingers from Rarity entirely, stepping back to strip her dress and panties off. Now both women were bare, their skin quivering in the cool air. Lily would be lying if she said she didn't want this...

Somehow, both of them found their way to the bed, kissing and groping as they stretched out on the smooth, silky sheets. A stray thought went to her purse, sitting on the nearby dresser, and she made a note to remember it for later use... Her attention returned to the moment at hand, and she flinched in surprise. Sometime during her brief reverie, thinking about the special purchase in her bag, Rarity had rolled on top and turned around, so Lily was staring straight up at Rarity's womanhood, hovering just a few inches above her face. A quick glance down her own body showed Rarity smiling up at her, their bodies stretched out in one of Lily's personal favorites.

It happened simultaneously, both women pressing their tongues to the other's waiting pussy. They even groaned at the same time. Rarity's tongue was surprisingly strong and firm, sliding into Lily nice and deep. Lily, on the other hand, was more gentle and dexterous, flicking Rarity's clit and sliding over the entirety of her wet lips. It didn't take long at all, both of them obviously wanting this very bad. Lily's hips bucked as Rarity dropped her own, both of them cumming in the other's mouth.

"Haah." Lily pulled away with a breath, her fingers taking place of her tongue to slide over Rarity's dripping womanhood. The moan she got urged her on, so she slid her fingers inside, two of them spreading the tight labia apart. Rarity twitched, obviously too inundated with pleasure to return the motion. Lily was fine with pleasing the other, though, so she slid her free hand up to twitch Rarity's clit, doubling the pleasure. It worked almost immediately. Rarity twitched and gasped, sitting up slightly.

"Sam, I'm... I'm gonna..." She was relentless. Pushing her fingers deep, twitching that swollen nub of flesh faster, Lily pleasured her partner as best she possibly could. Apparently it worked. Rarity clamped her center around the two fingers inside herself, gasping as her wetness oozed out gently. Lily caught the few drops in her mouth as they fell from her fingers, moaning at the erotic, vile taste. Now was the time. Lily slid out from underneath Rarity, who took the opportunity to collapse onto the sheets.

"And now." Lily said in a low, sultry voice as she slipped over to her purse. Reaching a hand in, she pulled her new favorite little toy out, turning to Rarity with it in her hands. She saw the magi's eyes widen in both shock and anticipation.

"Is that..." She muttered, starting to slowly sit up.

"A strapon." Lily confirmed, stepping into the black leather harness. She tightened the straps until the purple dildo stood straight up and away from her body. The bulge on the crotch pressed against her own center, making her shiver with the pleasure it caused. It was designed so that each thrust she gave to whomever would put pressure on her clit, making for pleasure all around. Rarity scooted away, suddenly fearful. Oh, that expression... It was priceless. Lily slid onto her knees, pulling at the cord that shut the dark curtains all around them. Enclosed in their own dark, silky heaven, Lily crawled across the bed towards a fearful Rarity.

"Sam, I... I never used..." Lily cut her off with a kiss.

"You're not the one using it. Relax, Rarity." Lily urged, gently pushing Rarity onto her back. She obliged, flushing even more if at all possible. Lily used her knees to spread Rarity's legs, settling between them gently. Pulling one of those long, slender legs over her shoulder, Lily pressed her hips forward, one hand guiding the formidable head against Rarity's wet center. Her partner resigned to it, moaning at that first touch of the ridged purple head to her sensitive clit.

"D-do it." She whispered, ready for it. Lily pressed forward, peeling Rarity apart as she felt each ridge slide inside the hot, dripping slit just waiting for it. Rarity arched her back, shivering with her mouth open, gripping the sheets in her clenched fists. Lily arched an eyebrow.

"D... Did you just cum?" She asked, resting a hand on Rarity's quivering stomach. Nodding slightly, Rarity relaxed ever so slowly, her breath finally leaving her lungs.

"Don't stop. Please, keep going." Rarity begged, looking up at Lily with half-closed, eager eyes. She had no choice but to oblige, sliding the rest of the strapon in, feeling the pressure on her own sensitive clit. She started thrusting smoothly, moaning as she felt Rarity's walls clench, making it harder to slide in. Not that it slowed her, she just moved harder. Lily pressed her lips to the back of Rarity's calf, moaning into the soft flesh while she plunged the strapon deeper, faster... Another orgasm gripped Rarity, but Lily didn't stop, just kept pushing. She reached her second, rubbing her clit against the bulge in the crotch as she felt wetness drench the black leather. Rarity gasped and moaned, every muscle in her curvaceous body flexing under Lily's rough thrusts.

Four down. Lily thought to herself, smiling down at Rarity's pleasured expression. Time to wrap it up. Her fingers slid down Rarity's stomach, feeling the pulsing flesh move under her careful touch. Her fingertip found Rarity's swollen clitoris, rotating that magical little bundle of nerves side to side in time with her deep thrusts. The reaction was priceless.

"N-no! I'm... Aahn! Oh sweet Celestia, yes!" Rarity writhed and bucked her hips, fighting Lily every step of the way. Lily, in return, just kept sliding in, going deeper and harder, panting with the effort. The sheets underneath Rarity's hips were positively drenched, and the sheen of sweat on both their moving, pulsating bodies was evidence of how lovely this entire experience was.

"OH YES!" The sudden orgasm nearly caught Lily by surprise. Her eyes opened wide and she stared down at the twitching magi beneath her, Rarity's entire body convulsing with the force of her orgasm. Just as soon as Rarity's eyes closed and stayed that way for a little while, Lily placed her hand on the heaving woman's chest. Feeling a desire of a different sort well up behind her chest, Lily pulled at Rarity's essence. Much to her surprise, the glowing orb of desire slid out and into Lily's palm without any effort. She gave a wicked grin and pushed the dark blue orb of ephemeral smoke into her chest. Rarity collapsed into the sheets, the tension leaving her muscles.

"My goodness, darling, that was fantastic..." Rarity breathed, positively glowing in the aftermath of such an intense orgasm. Lily just smiled and leaned in to capture her lips, moaning as she felt arms circle around her waist, pulling her down into the bed. The two of them stretched out, kissing and tangling their legs together. After cumming as many times as she did, Lily didn't think she'd hear the words that came out of Rarity's mouth next.

"Such a wonderful little device. Would you... Mind if I tried it out?" She asked, hooking the waistline of the harness, her lips spread in an evil grin of her own. Lily loosened the straps around her waist and pulled it off, watching Rarity adjust for her slightly larger hips. The shining dildo was slick with love juice, and the thought of Rarity's sweet slip rubbing against her own juices made her wet once more. No way, she couldn't be ready again, could she? Shivering, Lily spread her legs.

"Right then," Rarity moaned, leaning in. "Let's begin, shall we?"

Sore, tired, and happy as can be, Lily had managed her way home on the one part of her body that hadn't received any exercise. Thankfully, she had a natural talent for flying, so she was able to land on the tiny patio of her apartment without any trouble. Not even bothering to remove the dress she had hastily thrown on, Lily collapsed on her bed and slumbered away the rest of her weekend. She awoke late Sunday, feeling stuffy and a little musty. A long shower fixed that, and she set about to doing laundry while thinking about the intense night with the relentless Magi. Rarity may have been a chatterbox, but no one could fuck like her...

Laundry complete, Lily sat cross-legged on her bed and breathed deep, focusing her own power on her breast. Just like with Rarity, she found she could pull the essences out of her own body with ease. Holding both the glowing, pulsating orbs above her palm, she snatched the mirror off her bedside table and called Chrysalis, who answered after a short pause.

"Liliana, so good to-" Chrysalis stopped almost immediately. Lily just grinned into the mirror.

"So soon?" Chrysalis continued.

"Of course. Would you expect any less from your best lieutenant?" Lily teased, rotating the two essences in a circular motion.

"How does it feel?" Apparently, the queen wasn't one for much praise.

"Like all the power in the world is at my fingertips." Chrysalis grinned in that wicked, meaningful way she did... Lily knew she was going to be well awarded for this.

"I wasn't expecting so much progress, Liliana. Two essences in three short months. Let me know when you acquire the next essence." The mirror faded, leaving Lily a mixture of pleased and disappointed. She was happy that Chrysalis was not expecting so much progress. Truth be told, neither was she. But she could have had something more than a passing greeting and an order. Heaving a sigh, she settled the two inside her breast once more, feeling the power nestle in behind her heart. It felt warm and relaxing, and she felt relaxed, energized, recharged. Full. Like she could do anything. Padding over to the window, Lily pulled the drapes aside and peered out, leaning her shoulder against the windowsill. Her lips cracked into a soft, happy smile.

"Two down, four to go. I'm going to need to step up my game."

-=EDIT=-

Re-reading old chapters, you tend to pick out a few things here and there. Rarity actually said "God" a few times in this chapter originally. I switched these around. Aside from that, I couldn't spot any spelling or grammatical errors. Surprisingly aroused at my own work... Not sure if conciet or quality. *Shrug*

Applejack

------------ Chapter 3: Applejack ------------

"Don't do it." Rarity's voice cautioned. The hand on Lily's arm was distracting, but not enough to make her break gaze with the green-eyed, southern woman sitting opposite. Both of them were locked in a heated staring contest, neither blinking, their gazes fluttering down only occasionally. "Sam, I'm telling you, don't do it!"

"Listen ta yer girlfriend." Applejack said. Lily shot her a glare and the staring match resumed. "She knows what she's talkin' about." God, that drawl... If the atmosphere wasn't so tense, Lily would have laughed and kissed Rarity right in front of the strong, tanned Applejack right then and there. No... There was too much on the table right now.

"Sam, seriously. I know that look. Applejack gets dangerous when she's like this. Back away now, come on." She insisted, shaking Sam's shoulder now. She lifted a hand to brush the concerned Magi away.

"She's bluffing. Applejack doesn't have shit." A smirk spread across Lily's lips as she shoved a mountain of chips across the table. "I call." The briefest flicker of fear shone in Applejacks eyes. Triumphantly, Lily pushed her chair back, standing to her full height as she slammed her cards face-up on the table. "Four of a kind! Suck it!" She exclaimed, showing the fourth three, joining the other three face-up on the community.

"Aw, fuck!" The southern belle threw her cards away, crossing her arms indignantly as Lily burst out into dance. Applejack had a pocket 5, giving her a full house. Lily shook her rear right in front of Applejack's face, laughing as her frustrated opponent glared up at her. Rarity breathed a sigh of relief and took her seat, while the mayor chuckled and shuffled the deck.

"Ya got lucky, alright? How was I supposed ta know there'd be another three on th' river?! Talk about a bad beat." Applejack picked her glass up and took a hearty swig of apple brandy, Lily following suit as her free hand started stacking chips.

"Just be lucky we aren't playing strip poker, Applejack." Lily countered, grinning over the rim of her half-empty glass. "I'd have your shorts in a minute." Applejack flushed, half from alcohol and half from embarrassment.

"Iffen we were playing strip poker, the mayor here'd be sittin' in nothin' but her dignity by now." Applejack leaned back in her chair, tossing another two hundred on the table for more chips. It was true. The middle-aged mayor was horrible at poker. She responded in kind by refilling glasses all around with more amber-colored apple brandy, straight from Sweet Apple Acre's reserves.

Lily was fortunate enough to be invited to a Friday night poker game with Rarity, the mayor, Applejack, and a rather stoic Big Mac. Shifted into Samantha Sunrunner, her avian counterpart to Rarity, Lily had decided to spend a little of her hard-earned money on a little gambling. The techniques returned to her soon after the start, and after losing an early chip lead, she had gained it back easily enough. Her one tripping point had been Big Mac himself. The unshakable, stoic mountain of a man hadn't changed his facial expression once, and he always played a winning hand. He was impossible to call on a bluff. Still, Lily had played smart and was now ahead an easy six hundred dollars. She cast a glance at Rarity, who smiled and reached a hand out to twine their fingers together.

"Right then." The mayor said, tapping the deck on the table to get everyone's attention. "Let's get going again." Two cards flipped to everyone around the table, who peeked at them with surreptitious glances. Lily called the blinds on an ace-jack unsuited, and even called when Rarity raised to five. Applejack and Big Mac folded, leaving Rarity, the mayor, and Lily behind. Big Mac excused himself without a word, lumbering off, probably to go use the bathroom. Lily found herself glancing at his massive rear end, his muscles rippling all down his back. A nudge from Rarity snapped her back to attention as the flop came.

"Focus, darling." Rarity said, drawing Lily's gaze down. To her surprise, it was a queen, king, and ten. She had a straight right away. All were diamonds, unsuited from her jack of spades and ace of clubs. She raised fifty bucks, making Rarity raise an eyebrow questioningly. She called, however, and the mayor followed suit. Sadly, that put her all-in. The turn showed an additional ten of hearts, so Lily shoved in another twenty-five dollars worth of chips. Rarity called and doubled that, the pot was getting heated rather quick.

Almost completely ignorant of the broke mayor, Lily's gaze was fixed solely on Rarity, who gave her a stone-hard expression as she called the raise. The river came, a two. Big Mac returned then, and arched an eyebrow at the pile of chips steadily growing in the middle of the table. It was the most facial expression she had seen from him all night. Rarity and Lily were silent as they stared at eachother for a long time. Then the betting came.

"Raise ten."

"Twenty."

"Forty."

"All in." Rarity pushed her chips out, a total of a hundred and twenty. Lily studied the magi's face for a while. Now was her chance to strike.

"Like you were after the party last month?" Lily teased. That had done it. A furious flush rose to the magi's cheeks. Rarity's eyes glanced down at the cards before her, then back to Lily. There it was. A nervous twitch of Rarity's left hand called her bluff. "I call." Lily shoveled the corresponding amount forward.

"Lessee whatchya got." Applejack said, pointing at Lily's cards with her chin. Obligingly, she flipped them over, revealing her straight to ace. Rarty's face drained of all color, and with shaking hands, she turned hers over to reveal three of a kind with queens. Cackling triumphantly, Lily started shoveling her chips towards herself, but a long, slender hand on her own stopped her.

"Not so fast, young lady." The mayor, grinning, flipped her own cards over. She had the same cards as lily, but both were red, and both were...

"Straight flush." She declared triumphantly, raking the massive mountain of chips out from underneath Lily's shocked fingers. Okay, so, apparently the mayor COULD play poker. She started stacking chips with a quiet dignity, humming happily to herself. Lily collapsed forward, sighing heavily.

"You've got to be shitting me." She groaned. "How the fuck do you get a straight flush on the flop?" Applejack just chuckled and sipped at the spicy, sweet alcohol.

"Yeh learn real quick not ta tussle with th' mayor." She teased, obviously enjoying Lily losing everything she had earned so far. Rarity pulled two hundred from her purse and bought back in, the game progressing as normal. They played into the night, crickets chirping outside the windows of the Apple family's home. Lily had spotted an older woman in the kitchen when she had arrived, helping a little girl about the age of ten or so do her homework. Both had long since gone to bed, and the night was ripe with the scent of the apple trees all around the house.

"I think that's it for me, everyone." The mayor stretched her arms above her head, having made one hell of a comeback late in the game. Lily had covered her losses, but only just barely. Poor Rarity had lost the most, having to buy in twice over the course of the night. Not that it mattered... Apparently fashion boutiques were rather lucrative businesses. Applejack was down a fair spot, but the Mayor and Big Mac had come away with a sizable bulge in their banks.

"Yeah, we gotta get up early, too..." Applejack said, glancing over at the nearby clock. "Sheesh, that late already? I tell ya, Mac, we gotta get some more help 'round here. I don't think we're going ta get to the North Orchard tomorrow." Big Mac was silent before giving a slight nod and standing.

"D'you need some extra help?" Lily asked, leaning in towards Applejack as Big Mac paused on his way out.

"Well, yeah. But, no offense, darlin', but you don't look like the apple pickin' type. It's hard work." Lily flushed and puffed her chest out.

"I'm stronger than I look." She faltered slightly, smiling sheepishly. "Yeah, I'm a wimp. But I may know someone who can help." Her plan was coming together nicely...

"Really? Well, iffen he can make it out here tomorrow, he's welcome to help out. I'll pay him, of course." Lily waved a hand dismissively.

"He'd appreciate it, I'm sure, but he'd probably like a hot meal and a bed for the night. I'll send him your way next time he's in town. He usually visits my sister when he comes by... Can't promise it'll be tomorrow, though."

"That's fine, darlin'. There's never a shortage of work 'round here." She said. Big Mac nodded in his quiet, sage-like manner. He padded off, the stairs creaking under his formidable weight as he ascended them.

"Right. Do you want me to call before hand?" Applejack nodded and stood herself, stretching. Why, pray tell, did she have to wear her shirt like that? The tail end of the open front had been pulled up through the neck and tugged back down, cinching the fabric underneath Applejacks' massive bust. Her exposed midriff was tanned and toned. She even had a six-pack. The curve of her hips hugged the denim shorts she wore perfectly. Apparently they had been jeans once, if the multitude of dangling white threads clinging to her upper thighs were any evidence. Lily found herself staring more than she probably should have at the crotch of Applejack's jeans, her own crotch heating slowly. Just how far up does that tan go? Lily found herself wondering, squirming in her chair.

"Send him out any time you can, girlie." Applejack said, thankfully oblivious of LIly's wandering eyes. "Ah'll make sure he gets what he needs. Seeya both next month? I plan on makin' mah money back." With a wave, Applejack excused herself for the night, Leaving Rarity and Lily at the green felt-topped table alone. Doors shut upstairs, and Rarity shot Lily a meaningful glance.

"Well, Sam. Just you and me now..." Lily groaned and shook her head.

"No, not tonight, I'm afraid... I'm... Aah... On my flow." She said softly. Rarity blinked before giving a soft sigh, reaching across to squeeze LIly's arm.

"Sorry, love. It's a shame, too... I'm ready to get you back for that dirty little tactic you used earlier. I suppose it's about time we get home and get to bed, though." They left, their feet crunching across the gravel drive towards Rarity's car. Lily snapped her fingers just as she was about to get in, pausing Rarity as she opened the other door.

"I forgot, I gotta run by the corner store and pick up some pads." Rarity ushered her in anyways.

"Don't worry, I'll give you a ride." Lily grinned and slid into the passenger seat.

"My own personal chauffer." She teased, leaning across the center console to press her lips to the top of Rarity's breast. She just groaned and pushed Lily's head away, chuckling nervously.

"Now, now, no teasing... Getting me all riled up when I can't do anything about it."

"Just because it's that time doesn't mean I can't please you." Lily slid her hand across Rarity's thigh, teasing the hem of the simple dress she had worn to the friendly occasion. Rarity's chest puffed as she inhaled, and if the heat in her flesh wasn't any indication, her erect nipples were.

"Do you want me to drive you to the... Aah... Store or no?"

"Only if you think you can drive with my fingers inside of you." Lily breathed out lustily, pushing her fingers up to Rarity's crotch, caressing the magi's wet slip through her sheer silk panties. Panting, Rarity started the car and pulled out of the Apple's drive, going slow.

"Challenge accepted."

Purchase in hand, Lily slipped into her apartment, having walked the short distance from the spot Rarity had left her. The only downfall of using many different identities when seducing her targets was not having enough homes to cover them all. Liam was a convenient cover, since he was a wanderer. But Sam was an identity that was going to be tricky if she ever had to bring Rarity to her own place. Resolving to be more careful, she shifted back to Lily and set about to getting to bed. Tomorrow was going to be extremely eventful...

She awoke early the next morning at the insistence of her alarm. Time to lie to the one person she probably truly cared for in this whole town. Throwing sweats and a t-shirt on, she made herself look as frumpy as possible and padded down to Maggie's apartment. Knocking on the door, she jumped about impatiently, bouncing on the balls of her feet. Maggie answered in a bathrobe, her expression both annoyed and concerned.

"Maggie! Thank goodness..."

"What's wrong?" The elderly woman ushered Lily inside the warmly-appointed apartment, setting her down in the living room.

"I just got a call from my mother, it's my dad... He's in the hospital. I'm so sorry, I hate to ask, but I have to go to Manehattan..." She was cut off as Maggie wrapped her in a warm hug.

"You poor thing! Take as much time as you need, darling. Go. Go to him. Call if you can, but don't worry about us here. Things have settled down in the past month, you worry about your folks." Lily melted into the embrace, hugging the hearty old gal back with a fake sob.

"Thank you! Thank you so much!" She whimpered, hugging Maggie back firmly. She allowed herself to be comforted for a little while before leaving, rushing down the hall with Maggie's eyes on her back. She changed quickly, snatching her pack from the closet. It should be everything she needed... Maggie was waiting with a lunch wrapped in a handkerchief just outside her door as Lily slipped out.

"Train ride to Manehattan's a long ways. You'll need this to keep ya strong. Get goin', kiddo." She hugged Lily once more, who gave her wrinkled cheek a warm kiss before jogging off. She walked towards the train station in the early morning, the sun not quite up yet. She changed direction down a dark alley, switching to Liam and striking out towards the edge of town. It didn't take very long until she was walking along the same country road she had taken almost every week on her hike. The sun was breaking over the horizon, the chill air yielding to the encroaching rays, stirring up a refreshing breeze.

She had hardly broken a sweat by the time she turned down Sweet Apple Lane, the road leading to the Apple's farmhouse. It was right around here in the car she had made Rarity cum the first time, driving back after last night's poker game. She fought an erection as the farmhouse came into view over a hill, laid out on an open plot of land next to a tool shed and a rather large barn. Earthy, farm scents wafted past her nose as she walked slower and slower, taking in the early-morning sights and sounds. A rooster crowed from what she guessed was a chicken coop hidden by the house or the barn. Lights flicked on over the house as the Apples started their daily routines.

Lily knocked on the front door about a half hour later, having sat under a tree by the road for a short while. She devoured the entire lunch Maggie had packed for her, Liam's increased stomach size helping her put it all down. Fueled and refreshed after the brisk hike, she looked down as Applebloom opened the door. She fought herself to blink in interest, since she had met Applebloom yesterday, but as Liam didn't know the young girl.

"Uuh, hey there. Word has it y'all need some help 'round here." Applejack strode up behind Applebloom, patting her younger sister on the head to shoo her off.

"Darn straight we do. I takkit Sam sentchya?" Damnit, why did she always dress the same way? Long, strong legs slid into leather boots, a fair amount of the tanned flesh exposed between them and shorts cut the same style as last night, just a darker color. Her flannel shirt was a different color, but still tucked and tied the same way as she had had it a few short hours ago. Her luxuriously long blonde hair was tied back with a tie, a few stray strands framing her face underneath a worn hat that seemed like it had been her companion for a long while. She hadn't noticed it, but even as Liam, Applejack was only a few inches shorter than her. In her normal form, Applejack would probably stand a full head over her. Tall, toned, muscular... Yep, she couldn't help it. She felt the blood flow into her length, and she cleared her throat while adjusting it, smiling down at Applejack.

"Sam's sis, actually. She looks after me whenever I'm in this neck o' the woods... Well, her and Fluttershy."

"Oh shoot, you know Fluttershy? How's she been?" Applejack asked, leaning against the door for a friendly conversation. After a while, Big Mac loomed behind Applejack, muttering something in a low, rumbling voice about getting to work. The monster of a man was busy taping hairy knuckles with a length of white tape, and upon seeing Lily's big form, did little else than toss her another roll.

"This way." Mac said.

"Big Mac knows the farm better n' anyone. He'll show ya how we do things 'round here." Applejack said, waving them off. "Nice to meetchya, Liam. Seeya for lunch." She ducked back in the house, taking the pack with her as the two men set off in to the orchards. Big Mac was silent for a long ways, talking only when they turned onto a narrow path inbetween the evenly-spaced trees. A nearby shed held piles and piles of baskets as well as rope and a few other tools. Mac hoisted a stack of baskets into the air and set off once more, Lily following after with her own towering stack. The sun was up almost all the way now, Lily guessed it had to be close to six in the morning. Maybe a little later. The method for gathering the apples seemed easy, at least at first.

Mac held up a finger to his eyes, silently instructing her to follow his lead on a tree nearby. They each set out five baskets at random intervals underneath their own trees, and once finished, Lily straightened to look at Mac. The massive mountain of a man approached the tree, spread his feet for a stable base, and pulled a fist back. No way, he wasn't going to punch a tree, was he? Damned if he didn't... The shuddering blow was audible even from about fifty feet away, and Lily watched as apples began to fall from the tree in multitudes. Some landed in the baskets, but most plopped onto the ground nearby. Mac set about to tossing apples into nearby baskets, kicking rotten ones away or squishing them under his foot.

Alright then, let's do this... Lily turned to her own tree, tightening her fist and striking it the same way Mac had. The tree shuddered as apples began to fall, not as much as Mac's but still a fair amount. So they worked through the morning, knocking apples off, using kicks when their knuckles were sore, or even a shoulder charge. Lily could have sworn she saw Mac use his elbows and knees, too. The work wasn't so much hard as just monotonous. And painful. More than a few knuckles were split or cut, blood and sweat stinging her wounds. They would fill baskets and lay them out next to the road, long lines of them stretching down the narrow lane. The sun rose higher and higher in the sky, and around noon Applejack came around with a picnic basket. Larger than your average lunch, the three of them set down for a rushed meal of sandwiches, water, and a few ripe apples.

The afternoon went as the day had, long and hard. Near the end, Lily was sore and sweaty, but looked at the massive line of full baskets stretching off out of sight with a satisfied smile. Mac clapped her on the shoulder, nodding towards the first basket as Applejack hoisted it into the air, into the back of a flatbed truck driven by Applebloom. When Big Mac started unwinding the tape from his hands, Lily did the same and followed him. The baskets were only moderately heavy, and they got frequent breaks when Applebloom went to drop the load off at the barn. Liam could see where Applejack got her figure from, it was hard work. She wasn't all that young, so she'd probably been working on the farm for years already. The sun sank low in the sky, and they soon finished with the last basket.

"That's a day." Applejack said, stretching her arms over her head. Lily's eyes wandered, thankfully away from Mac's own. "Dinner's on in ten. Want a lift-me-up?" She pulled a flask out of her bra, waggling it tentatively. That grabbed Mac's attention, and they all took equal turns drinking from it. The brandy was sweet and went down easy. Applebloom returned and gave them a ride to the farmhouse, where the scent of a delicious, massive dinner was wafting across the open space between the ticking truck and the front door.

"Starving..." Lily managed to groan as she limped up towards the door. Mac and Applebloom followed after, while Applejack went to check on what they had pulled in for the day. Granny had cooked a massive meal for all of them. Mac and Lily dug into the food right away, both eating with equal appetites. Applejack joined in again halfway through the first plate, eating more than the fair share for a woman of her figure should. Where does she put it all? Lily found herself thinking. Only slightly jealous, Lily ate a little less than she would have liked, though enough to fuel herself. Too tired to think straight, Lily only vaguely recalled something about Applejack showing her a spare bedroom. She passed out, sleeping almost immediately.

"Ke up. Hey, wake up." She was stirred from her sleep, groaning as she rolled over. Applejack loomed over him, hands on her waist as she glared down at him. "You're late." That woke her up, and she scrambled out of bed, pulling a shirt over her bare chest.

"I'm up."

"And I'm joking. Come on, Liam. Let's get the East Orchard today." They made their way out to the fields in the early morning light, breakfast weighing heavy in their stomachs. Mac was handling some other business this morning, so it was just her and Applejack this morning. Apparently, Granny and Applebloom were in town selling apples and other stuff, so it was just the two of them until tomorrow evening as well.

"So listen." Lily said, stepping up to Applejack's side. "How long does this job keep me here for?" She asked, actually rather pleased with her deep voice. The rippling muscles, though maybe not as bad as Mac's, were a nice touch as well. Applejack smiled up at her.

"Liam, without your help, we'd have been swamped all week. Thanks ta ya, we were able to finish everything but this orchard before Mac and Applebloom left today." Still half-groggy, Lily only just now noticed Applejack had traded her usual flannel top for sleeveless muscle shirt, the thin straps showing off her sturdy bra and long, tanned arms in equal measure. "Ah tell ya what. Stay here for a month. Help us out with the harvest. If I think ya do a good enough job, we'll give ya a share o' the farm's profits. Meanwhile, you can stay in the spare room, and we'll see about getting some new clothes for ya." Lily looked down at her sweaty, dirty clothes, the hard work yesterday showing. She probably smelled like an old, sweaty sock. Applejack didn't seem to mind, though. She even moved closer, patting Liam's stomach with the back of her hand.

"C'mon, big boy. Lemme show you how I get them apples down." She strode over to the nearest tree, stopping much farther away than she really should have. Lily was just about to say something when Applejack dashed forward, leaping through the air in a full turn, her leg whipping around so fast it was little more than a blur. The shuddering blow struck the tree, branches at the top shuddering and shaking as apples began to rain down around them. Lily was awestruck.

"Wait, wait. Count all them." Applejack said, running to the nearby shed for baskets. Liam took three and Applejack the same, counting all the apples they tossed in.

"I got forty-seven." Lily said, adding in her head. Applejack furrowed her brow.

"With mine, that makes..." She blinked and looked up at Lily, her full lips breaking out in a wide grin.

"Wha-" She could hardly get a word out as Applejack rushed forward, throwing her arms over Liam's shoulders and kissing him full on the lips. Heat rose in his face and crotch in equal measures as Applejack pulled away, laughing and dancing about in front of her. "Am I missin' somethin'?" She asked, praying her dirty jeans did a decent job of hiding the erection that threatened to break seams... Applejack's lips were incredibly soft...

"That's the most apples I ever got in one go!" Applejack kept dancing. Holy shit, she REALLY loved apples... "Ah don't think you understand. When ah started workin', I could hardly get four or five... Now I jes' broke mah record! YES!" She twisted and shook her ass, making Lily have to look away to avoid agitating her massive erection. "Ah swear, Liam. Yer mah lucky charm. I gotta have you over to poker again sometime... Damn mayor and that new gal cleaned me out."

"Right... Uuh, want me to get started over here?" He pointed across the road, to the other side of the Eastern orchard. She waved him off, still bouncing around rather seductively... Shaking her head, Lily started in on the work, finding herself rather distracted by the vision of Applejack's bouncing chest, her smiling lips... Not to mention that massive ass barely contained by tight shorts... Fighting her own thoughts, Lily worked hard through the morning, the heat making her break out into a pouring , dripping sweat...

"Hey." Applejack's voice made her jump.

"What?" Lily looked up from the basket she was packing.

"We're done."

"Really?"

"Yeah." Applejack pointed back to the narrow road, noting the baskets stretched out.

"Well fuck me." It slipped out, but she shrugged it off. Applejack just grinned and smacked her stomach again.

"C'mon. Let's get these loaded up an' we'll call it a day. Shoot, I can't believe we finished before lunch." Indeed, the sun was high in the sky, but not to a concerning level. Stomach grumbling, they finished the short day by unloading all the baskets at the barn and retiring to the farmhouse.

"Go take a shower and get some of Mac's clothes." Applejack pointed to the stairs as she padded to the kitchen. "Ah'll get started on lunch." Lily padded up the stairs to a rather large bathroom and began cleaning up. Scrubbing, showering, rinsing, she took a fair amount of time. Probably not as much as she would have liked, but enough. Then a thought struck her. Grinning evilly, Lily pushed open the bathroom door, right into Applejack's waiting form.

A pause.

That stretched on.

And on...

"Uuh..." Applejack finally muttered, her freckled cheeks flushing in embarrassment. "I was, uh, gonna join ya..." She looked away, rubbing her arm with the opposite hand, standing in the hallway, shuffling her feet. Such a sight...

"Get in here." Lily reached out and snatched Applejack's wrist, pulling her into the bathroom and slamming the door behind her. Her strong arms pushed Applejack back into the wall, who gave a soft grunt before Lily's lips mashed against hers. A muffled "Mff" Was all Applejack could manage before melting against Lily's hard, insistent body. Her clothes came off in short order, falling to the ground. Lily's mind was filled with a haze as the sheer, cotton panties left Applejack's long, muscular legs bare, her entire body arched back against the wall for Lily to enjoy.

Apparently Applejack was enjoying the show as well, her own gaze roaming up and down Lily's artful transformation. From toned thighs and a healthy-sized cock to a chiseled face and thick neck, Lily was pleased with how well she had pegged Applejack. Poor girl was weak for hunky guys. And judging by the scent that wafted past her nose, a fair amount aroused as well. Lily fell to her knees, her head pressing inbetween Applejack's creamy-smooth thighs. She was completely shaved, her pubus rough but not prickly. The scent of arousal hit her full-on, the musky smell inundating her sinuses, making her groan with desire.

"Liam, no! I'm... I'm not clean..." Applejack whimpered, her hands falling to the broad shoulders now pressing inbetween her legs.

"I don't give a shit." Lily growled, sliding her tongue along Applejack's thigh, leaving a shining trail of saliva behind as she licked upwards. That shut her up, and the insistent tongue slid higher and higher, finally meeting the waiting gash. The taste was both erotic and disgusting, mixing together to make Lily strangely hungry for more. Relentless, Lily began to assault Applejack's pussy with her tongue, her hot breath washing over the toned, flat midsection. Applejack cried out, her mouth open as her fingers pushed into Lily's shaggy head of hair.

"Oh, FUCK!" She cried, shaking as Lily lapped at her crotch. "Ah needed this... So... Soo good." Her head fell back against the wall with an audible thump, eyes closed as Lily went to town. She started probing deeper, spreading Applejack's lips and sliding into her slick, hot center. Applejack quivered as she started pressing higher and higher, her jaw hanging open as she pushed her tongue deeper. Her teeth ground against Applejack's clit, and that seemed to do the trick.

"FUCK!" Stomach twitching, Applejack came into Lily's mouth, a taste flooding in that she found both repulsive and delicious at the same time. Spitting onto the hardwood floor, Lily stood, mashing her lips against Applejack's. Her tongue invaded the open mouth, letting the down-home farmgirl get a taste of herself.

"Not bad. But the real fun's just starting." Grapsing her shaft, Lily guided her thick head against the waiting hole, just as a hand landed on her chest.

"Wait..." Applejack groaned. "Get a condom first."

"Yeah, fuck that." Lily slid in right away, and Applejack cried out in a mixture of anger and pleasure. "Don't worry, darlin'." Lily groaned, leaning in to gnaw on the twitching woman's earlobe. "I'll just cum on these massive tits of yours." One hand reached up to cup the neglected mounds of bouncy flesh, rubbing it in a slow circle before squeezing hard. That made Applejack cry out again, her arms raising above her head.

"Fuck it. Jes'... Don't stop." Hardly any time had passed since Lily had stepped out of the shower, and here she was, wrapped up in Applejack's sweet pussy, the southern girl begging for more. Of course Lily would oblige. Not only because she had to, but because Chrysalis help her, she needed this. She began thrusting nice and hard, driving her hips back into the wall with each hump. The sound of the hard percussion only drove her on more, flexing inside the slick, warm embrace. Applejack gasped and gripped a towel rack, lifting herself off the floor so Lily could pay better attention to her pace, to pleasing her only slightly unwilling partner.

"Kiss me." Lily's hand cupped the back of Applejack's head, fingers tangling in the long, blonde hair. She pulled their lips together firmly, tongues meeting in a furious, lusty wrestling match. Shower neglected, Lily broke out in a thin sheen of sweat, the funky scent of hers and Applejack's mixing with the other earthy smells wafting about the bathroom. They were definitely going to need a shower after this.

"Liam, gonna... Gonna cum again." The sultry voice whispered past her ear, and Lily groaned in return, driving her hips against Applejack's firmly.

"Don't hold back. Let it go." The shuddering orgasm ripped through Applejack, her pulsing womanhood pushing Liam's cock out, the head leaving with a spray of wetness across their thighs. Smiling, Lily ran her thick fingers over the panting woman's pussy, caressing the slick hole smoothly.

"Haah..." Applejack moaned, her eyes closing as she relaxed back against the wall. "That's it... Ah cain't do no more."

"Hell you can't." Lily pulled her off the wall and down to her knees, settling behind the bronze goddess. Applejack reared up, her hands scrambling to push Lily's cock away.

"N-no! Stoppit! You're gonna break me!" Fear flashed in those eyes, but also something deeper. Something that would probably be better unspoken between the two of them. Excitement. Lily could see it now in her heaving chest, the weakness with which she fought her off. No, Applejack wanted this, despite how she complained. Not one to grant any quarter, Lily adjusted herself before slamming back in, her hips slapping against Applejack's rear firmly.

"Fuck." She growled, flexing. From the new angle, she was a lot more tighter, not to mention wet after two straight orgasms.

"D-don't... Go easy." Applejack whimpered, resigning herself to doggy-style, hands and knees on the hardwood floor of the bathroom. Lily hadn't been planning on it. Giving Applejack maybe a moment to adjust, she grasped her wide hips and started thrusting immediately. A loud cry ripped form Applejack's throat, her arms nearly buckling as she was invaded rather roughly.

"Look at you." Lily moaned, her hips slapping the firm flesh of Applejack's rear with each rough thrust. "Like a bitch in heat. Come on, bitch. Beg for it."

"Aah! Luna, yes! Fuck me harder!" Applejack obliged right away. The wheels were off, this was just good ol', bare-backed fuckin' now. No pussy-footin', no dancing around the topic with fancy words and sultry looks. Nope. No more of that. Just give it to me and give it to me hard.

"Liam! I'm cummin!" Applejack shuddered as another orgasm poured through her senses, though Lily didn't stop for a moment. Only when the weakened woman fell forward did Lily have to readjust, and even then, it didn't take long to roll Applejack onto her back, lift a leg over her shoulder, and slide in once more. Gasping, the lusty little farm girl reached a hand up to her own prodigious breast, pinching the nipple firmly until it grew hard.

"Hmm... Damnit, you're so beautiful." Lily groaned, leaning into kiss Applejack before thrusting once more, focusing on moving deep and smooth rather than rough. Applejack bent under her weight, taking it well as she groaned.

"Keep goin', Liam... Ah... Ah wanta cum again." She blushed when she realized what she was saying, though it just spurred Lily on more. Such a hungry, horny young woman... Grunting with the force, Lily started driving her hips down harder, pushing deeper than she could go. Unlike Fluttershy, Applejack seemed to be able to handle all of Liam, burying her entire shaft all the way to the base with each thrust. Cheeks flushed, chest heaving, stomach twitching, Lily could only wonder what it would be like to be on the recieving end of someone as big as Liam... Or maybe Big Mac... That thought pressed her onward, and her desire rose faster.

"Gonna cum..." Lily managed to grumble, still thrusting.

"Pull out!" Applejack was suddenly terrified, scooting away. Lily managed two more thrusts before she slid out, though Applejack quickly took that massive rod in her hands, using both of them to stroke Lily to orgasm.

"Aah, FUCK!" The first strand jetted directly into Applejack's mouth, the rest of them falling onto the two massive tits just waiting to catch every drop. Puffing her chest out, Applejack sat back, letting Lily admire her handiwork as the tip of her manhood oozed the last few drops onto tanned thighs. Having been too caught up with taking advantage of her, Lily was just now noticing some things about Applejack she had wondered about.

"Holy shit. You don't got any tanlines." Lily said, running a hand up Applejack's smooth thigh.

"Well... When yer on your own in the field, sun beatin' down on ya, hard day's work under your belt... Ya just sorta... Kinda wanta lay out and soak up the rays..."

"So you suntan naked? That's somethin' I gotta see." Scoffing, Applejack leaned forward to capture Lily's lips in a deep kiss, smiling softly. The taste of her own spunk almost made Lily hard once more. Almost.

"Maybe after lunch and a shower. But ah gotta clean up. Yeh made a mess o' me." She stood up on wobbly legs, smiling as she stepped into the shower. Lily watched her nude form slowly get rinsed clean of the long, creamy strands of cum, her form rather erotic in the shower. Blood flowed to her member once again, and she just plain couldn't take it. Slipping in behind Applejack, Lily's hands slid over her wet stomach, up to her breasts.

"Hey now, no funny business..." She was cut short as she felt Lily's shaft press against her rear, her lips open in the steamy air. "Okay, fine. But jus' one more, alright?" She turned to kiss Lily deeply, pushing her big frame down into the tub. LIly stretched out as best she could, surprised when Applejack's legs slid to either side of her hips. A hand fell to her shaft, gently guiding her head up into the waiting pussy.

"Aah..." Lily settled her hands on the wide hips, gently pulling her down until she was sealed inside firmly.

"Fuckin' hell," Applejack groaned. "'S bigger than I thought it'd be second time 'round..." She started pushing her hips back and forth, the change in angle sliding the thick rod inside her center in and out without having to bounce up and down. It was reminiscent of the bull riders Lily remembered seeing one year at a rodeo, the way they swayed back and forth instead of up and down... This probably kept Applejack from bouncing around too painfully...

"Haaah... So good." Lily moaned, squeezing the moving girl's sides firmly. She groaned and arched her back, lifting her hips up slightly to slide in even deeper. Applejack was REALLY getting off on all this... Her chest kept rising and falling in rapid succession, and if her open mouth was any indicator, Lily was hitting all the right spots inside of her. Smiling softly, Lily cupped both Applejack's breasts, squeezing the soft flesh as she rode Lily's hard cock nice and hard.

"F... Fuck, I'm gonna cum again..." Applejack gasped and arched her back, hardly a moment's notice inbetween her words and the actions. Lily couldn't last much longer. Exhausted from all the hard work and rough riding, she was flagging fast. Quick as could be, she pulled Applejack's essence out, quickly shoving the green orb into her own chest before the tanned, happy farmgirl could see. The three powers inside quickly recharged her. Gone was the tiredness, replaced only by energy.

They sat there on the floor of the tub, hot water cascading down flesh like a waterfall, their hands resting lazily on the other's skin. After what felt like a long, blissful reprive, Applejack cranked off the water and slipped out, drying herself off with a big, fluffy towel. Lily did the same, wrapping one around her waist as Applejack strode shamelessly from the bathroom to her own room.

"Don't forget to take some uh Big Mac's clothes." She said, slipping into her room and leaving the door open. Lily had enough of a mind to take Applejack's clothes and toss them in on her bed, smiling as she watched her pull on a new pair of white cotton panties. "Enjoyin' the show?" She teased, wiggling her rear seductively.

"Hey now. No more o' that. I've had enough." Lily padded into Mac's room, noting a picture of a happy woman with a bunch of school children around her on the dresser. She took a pair of jeans and a flannel shirt, both of them fitting well enough. She stripped the belt from her old, dirty jeans and looped it through, buckling the somewhat loose waistline smoothly. Going commando and barefoot, she padded out into the hall, leaning against the doorframe to Applejack's room.

"Gimme a hand with this, will ya?" Applejack was struggling with a bra clasp. "Ah usually get Applebloom or Granny to help out. Fuck me for bein' grown right, huhn?" Lily obliged, not quite identifying with the crisis of a massive bust. "Thanks. Let's go get some lunch." She pulled another fresh muscle shirt on over her bra and slipped past her, turning to give Lily's broad rear a firm spank. They descended and made lunch together, eating a large meal to replenish all the energy spent.

"Seriously, though." Applejack interrupted. "That was a fantastic fuck. Best I've ever had." Lily smiled as she took a swig of milk.

"Glad you liked it, darlin'."

"Well iffen you ever find yourself in these neck o' the woods again, you'll jes hafta stop by, then. Now come on, I gotta show you how I don't get any tanlines." Her emerald eyes flashed as she dragged him away from the table and out into the fields...

Third essence inside her chest, Lily worked with the Apples for another week before excusing herself. They insisted she stay for poker, however, and to her surprise, Fluttershy joined along with Rarity. She squeaked in the most cute fashion at seeing Liam, rushing into his arms. They shared stories and laughed into the night, gambling, drinking, and having a grand old time. Lily excused herself at the end of the night, spouting nonsense about the road under her feet and the wind in her hair. After a promise to visit Fluttershy next time he came around, Lily was off into the night.

A roundabout path took her back home, and she slipped into her apartment just as the sun was rising the next day. Pulling her mirror out, Lily called to Chrysalis, who answered soon enough.

"Progress? So soon?" The queen was certainly surprised, though pleasantly. Lily gave a weak nod and showcased all three of the essences she had gathered. Fluttershy's, which she hadn't had a chance to get a good look at, was actually a very light yellow. Rarity's a soft blue, and Applejack's a healthy green. The power of those three filled Lily, and their presence was a wonderful comfort to have.

"Indeed. Applejack was fairly easy to seduce, though she took a fair bit of... Pushing-" She was cut off as Chrysalis interrupted.

"I don't care for your methods, Lily. Just get it done. Contact me when you have the next one." The mirror dimmed in her hands, leaving Lily a little put off and more than a little offended. She needed cheering up. Her thoughts floated back to the night of poker and laughs with the five other people she had come to know in one form or another. She couldn't help it. A smile spread across her lips and she stretched out on her bed. Under other circumstances, Lily could probably enjoy a life in Ponyville... Sleeping around, getting into all sorts of sticky messes... Those pleasant thoughts carried her into the night, her face a serene calm.

Lily had never slept better in her entire life.

-=EDIT=-

For a questionably demonic changeling lieutenant who fucks just about anything with a hole, Lily sure references faith a lot... I've gone back and changed all the "God"s and "Jesus"s to others... They were the bulk of the clerical errors in this chapter, though I did swap around some attribution issues, and added some details to the erotic bits.

Rainbow Dash

----------- Chapter 4: Rainbow Dash -----------

Wind whipped through Lily's hair as she twisted in mid-air, plummeting at a frightening speed towards the ground. A quick glance to her left showed the bright-colored hair of the courageous Rainbow Dash inching ahead slightly. Giving a competitive growl, Lily tucked her wings tighter along her back, willing herself to fall faster. She inched ahead incrementally, until a multi-colored blur of light zipped by her. A loud ringing filled her ears, the effects of a Sonic Rainboom still frightening to behold this close up. Not to mention Lily was now twisting uncontrollably in the air. Figuring she had left enough time to pull out of the steep dive, she hadn't really been paying attention to how close the ground was.

Now that fact was becoming painfully clear.

The ground was VERY close...

----- Two weeks earlier -----

"You must be new around here." The voice hit her ear like a shot, sending a spike of anger and indignation into Lily's heart. She whirled about to deliver a withering retort to whomever had made the audacious, though surprisingly true, statement.

"You must be-" She was cut off at the seven-colored hairdo of the woman addressing her. "Beautiful." Rainbow Dash, best flyer in all of Equestria, was standing just behind her. Nevermind that she was the reason Lily had came here, using an excuse to leave her work for a few weeks.

"What?" The short, slim girl blinked questioningly.

"Eer, what?"

"I asked if you were new?" An arched eyebrow and an increase in tone near the end punctuated the question.

"Y-yeah, actually..." Lily was, indeed, new in many aspects. She was trying out a new avian form, her frame taller but much more slim. She had reduced her bust to near-nothingness, favoring a slim chest with her new slender hips and long, smooth legs. While zipping to Rarity's one day, she had heard a few other avians comment on her natural talent for flying. Deciding to give it an honest try, Lily spent a few hours tweaking a new form in the mirror later on that night, after a little fun of course. Her hair was pulled back in a tight, secure braid, tied off with several hairbands and bobbing back and forth on her head.

"Nice to meetchya. Name's Rainbow Dash. Most call me Rainbow, Dash, Dashie... Not terribly fond of the last one." The young avian, about a head shorter than Lily, laughed as she ran a hand back through her multi-colored hair. Lily's eyes wandered south, admiring the muscular, sleek form before her. The only thing that didn't seem petite about the woman were her wings. Seriously, those things were huge... And powerful, if the stories were true. Next target in sight, Lily took the hand extended to her, shaking it firmly. Rainbow had a surprisingly strong grip, for such a small woman.

"Awesome. My name's Dancer. Can I call you Dash? I've heard some stories about you."

"R-Really?" Dash rubbed her arm with the opposite arm, blushing a little. "What kinda stories, Dancer?" The way she tested out the fake name the first time was so cute... Lily wanted to wrap the petite girl up in a big hug.

"Is it true you did a Sonic Rainboom? I thought they were only myth."

"Oh, that... I thought you were talking about... The uh... The one time. No! Yeah, those are true. I've done three so far. First one when I was just a little girl in Flight school. This same school, actually." She looked around the ladies locker room with a nostalgic sigh. Lily had come here to do some independent practice, get used to flying again. She had flown around town as Sam, but never really fast. Sam wasn't exactly... Aerodynamic. But this new form... Lily was beginning to like it more and more. She felt so athletic.

Just flying to the floating city of Cloudsdale had been an exhilarating experience. The majestic city of avians had been a sight to behold, floating miles above Equestria proper. The sun beat down nice and hot from the thin atmosphere, though underneath cloud cover things could get chill real quick. She had arrived around dawn, taking a weekend to spend practicing. The golden rays of light ignited the cloudy city with a regal fire, the sight that brought both a tear of beauty and pain to the eye. After asking a few questions to the surprisingly helpful avian folk, Lily had arrived at a flight school that agreed to let an amateur use its track to practice on. She had brought a bag with workout clothes, and she took the moment now to start stripping shamelessly in front of Rainbow. The short, toned avian woman hardly cast a glance downward, but just continued talking about flying.

"I've been flying competitively for about four years now, but I've had a passion since I was old enough to spread my wings." Lily turned her back, respectful enough to not show off her small breasts during a first encounter. She slid her wire bra off, pulling a petite, tight sports bra over her head and settling the constricting fabric around her a-cup breasts. Dash just continued to chat, talking about technique and form.

"Ya wanna make sure you have your left wing tilted at about twenty degrees in a banking turn, otherwise a draft could send you into a spin. Treat your right wing like a rudder..." Lily pulled her jeans off, pulling on a pair of tight black shorts that left a good portion of her slender, pale legs bare. Staying barefoot, something else she learned about flying, she towed a chatting Dash out of the locker room, her form clad in skin-tight clothes. She felt so sleek and powerful, ready to take to the skies.

"Oh!" Dash said, grinning as the first gust of wind kicked up, blowing a loose strand into Lily's face. She brushed it away, tucking it under the first tie in her intricate braid. "I guess you wanna get off to practice, huhn? I'll be keepin' an eye out, though. I try to scope out new talent, see if I'm staying ahead of the curve." Dash grinned and set off at a sprint towards the edge of the platform they now stood on, leaping out into the open air and falling a good fifty feet before spreading her wings, pulling out of the dive into a graceful, banking turn.

"Woah..." the thought of plummeting so far before taking off made Lily's joints ache just thinking about it. She tipped over the edge, wings open, just barely picking up enough speed to get going. The initial rush was breathtaking, she had to remind her heart to start beating again. Flapping as hard as she felt comfortable. Lily gained height, rising above the roofs of many homes and businesses in Cloudsdale, getting a good view of the expansive, floating city. She smiled as the wind roared in her ears, deafening the sound of anything else. She lost herself in the clouds, flying through wet condensation only to dry off in the beating, intense sun... She flew until she started feeling fatigued, landing back at the school around noon, when the sun was directly overhead.

"Wow... That was amazing." She mumbled to no one in particular, stretching her arms and wings, taking leisure in the feel of the tight muscles on her back. She was ravenous, so she grabbed a few bills from her bag in the locker room, tucking them against her chest with the tight fabric of her sports bra. It seemed the fashion in Cloudsdale to wear skin-tight, if revealing clothing, many male and female avians walking around wearing very little. Bare legs on women and bare-chested men abounded, and many restaurants seemed to be fine with the barefooted customers. In fact, finding someone wearing anything less revealing than shorts and a t-shirt in Cloudsdale would probably be a challenge.

She had a moderately-sized salad and water for lunch, winking at the cute waitress as she fished a bill out of her bra. She got a smile in return, making her feel all the better about the new, sleek form she had taken. With a little sway to her hips as she walked, Lily enjoyed the sights before deciding it was time to get back to flying. To her surprise, though, Dash padded into the locker room just as Lily was headed out, both of them sort of bumping into each other.

"Hey! Have a good flight? I haven't seen you in the skies for the past hour or so." Dash stretched her wings luxuriously, smiling at Lily.

"Yeah, I had to grab something to eat." She admitted, rubbing the back of her head.

"Gotta stay fueled. I'm off to grab a bite myself. So, did you just start flying?" Lily nodded, smiling gently.

"Yeah, I lived in Las Pegasus most my life, but never got around to flying. Finally, got enough people telling me I had the figure, so I decided to do some training. That was just... Exhilarating."

"Right? Nothing like the wind in your hair, feeling of weightlessness... Nothing holding you up but the wind." Dash blushed a little, and Lily noticed she was squirming her thighs together. "E-excuse me... I gotta... Use the ladies' room." Dash waved a little and slipped off, padding rapidly towards the wall of bathroom stalls. Lily grinned and turned her back, rolling her shoulders. Yes, coming to Cloudsdale had been the right choice indeed.

Lily spent the rest of the afternoon flying in tight circles around the track, working on accelerating and keeping her speed up through turns. By the end of the day, she was slightly dizzy but confident she could keep going. A cheap hotel room reserved for flight students gave her a tiny room with a small shower, toilet, and sink, and a twin bed to stretch out on. Her tall form barely fit, so she curled up under the thin covers, sleeping nude to fully enjoy the feel of soft cotton on her tight body. She woke early the next morning, taking a cool shower to burn away the tiredness and wake her up well enough. She returned to the flight school, getting an early start on training. It was halfway through her fourth warm-up lap that the Rainbow Dash joined her, flying close to her side and shouting over the rushing wind.

"Mornin!"

"Hey there!" Lily raised a hand in greeting, laughing as Dash turned a graceful barrel roll over Lily. "Smooth moves. Got anything better to show off?"

"Believe you me, girl, I got some moves to show. Watch this one!" Dash arched her back, flying a full loop. On the downside of her backwards egress, she tucked her wings in close and spun around at least seven times, drilling through the air with her hands pointed above her head. Lily flapped hard to catch up, laughing and clapping her hands.

"Amazing!" She shouted, catching up with the quick, strong avian.

"That's nothin'! I got a ton more! C'mon!" She jerked her head back towards the landing platform, Lily landing short of breath while Dash seemed hardly winded at all. "C'mon, you can't be tired already!"

"You forget, Dash..." Lily panted. "I haven't been flying for two days. You've been flying for... What... Your whole life?" She teased and straightened up, her skin having broken out in a thin sheen of sweat.

"C'mon, I'm barely even warmed up, though! Let's do a few more laps. See if you can keep up with me." Dash laughed and took off, flapping her wings before she was over the edge as she took off. Lily followed after, shaking her head. If nothing else, it was gonna be one hell of a workout...

So they continued. Lily asked for some personal time, having worked hard for five months straight at Maggie's apartment complex. The old gal was more than happy to oblige, even depositing a decent bonus into her account the day before she took off. Lily spent her time staying at the small hotel room, living minimally as she could manage, and training almost every day. She took Sundays off, and ran into Dash many more times. The two actually started becoming friends, and Dash seemed to take a liking to Dancer. Lily discovered Dash had a surprising passion for reading, not unlike herself. On this day, they had actually agreed to meet at the Cloudsdale library for a hushed reading session. Swapping her sports bra and tight shorts for a knee-length skirt and t-shirt, Lily met Dash at a side entrance to the large library, both of them shooting the other a soft smile before ducking inside.

Dash had worn capris and a band t-shirt, the letters scrawled across her chest in garish fashion. Apparently, she liked Rock-n-Roll, too. Lily made a note to give the edgy genre another try in the future. She was partial to classic, jazz, and a little bit of techno or electronica. They talked quietly while perusing the selection of books, Dash favoring the fiction section, much to Lily's enjoyment. She could read anything, but the idea of a good fantasy novel made her hungry for one particular type of novel over another. They both reached for the same book, blushing as their hands brushed together.

"You take it." Rainbow Dash whispered gently.

"No, it's yours."

"I already read that one. You read it." Lily smiled and slid the book off the shelf, padding to a nearby lounge with chairs designed for avians with wings. Dash joined her shortly, and they soon lost themselves reading fantasy novels. When noon rolled around, the audible rumble of Lily's stomach raised an eyebrow and a smile from Rainbow Dash. She made a motion with her hand and open mouth like eating, and Lily consented with a furious nod. They replaced books with the spines protruding a little bit, stretching out in the open air.

"Aah, that was great." Dash said, smiling over at Lily. "I love getting lost in a good book. Though, to be honest, I only started reading a little while ago."

"Really? As far as you got, I thought you were a pro."

"Naah, I usually skip a chapter or two to get to the ju- er, good parts." Lily arched an eyebrow at the shorter Avian.

"You were about to say juicy."

"No!" Rainbow stepped back, attempting to appear appalled at such a notion.

"Yes you were! I couldn't see the title on your book, Dashie! What were you reading, huhn? 'Sex and Love in the Canterlot Court'?" She teased, referencing a well-known erotic novel. Dash puffed her own flat chest out, getting playfully offended.

"As a matter of fact, I was not! It was... Well..."

"What was it? Come on, your secret's safe with me." Lily gave Dash's shoulder a playful slap with the back of her hand.

"It was... Hmnrrmblbm..." She muttered, the last bit unintelligible. Was that a blush?

"What was that?" Lily leaned closer.

"Harlo-rrhmmrnrh." The blush deepened.

"Oh, come on! Don't be embarrassed."

"I said I was reading Harlots in a Hot Night!" Dash blurted out, her face almost as crimson as the lavender in her hair. Lily stopped dead on the cloud-built sidewalk of Cloudsdale, her mouth hanging open. That particular book was a lesbian novel, and not too conservative on the erotic bits. In fact, Lily was surprised it had been in with the regular novels. Probably some forgetful patron or a scatterbrained librarian put it in the wrong section. What was more surprising was that Dash was reading it. After a few long moments of just standing there, Lily and Dash resumed walking, a somewhat uncomfortable silence settling between the two of them now.

"So, do you..."

"Yes." Dash answered the unasked question before it had crossed Lily's lips.

"Right. So I'm guessing you aren't hanging out with me today because I'm a good flyer?"

"Well... I don't go after anybody who isn't at least halfway decent in the sky. But no, not really. No." Dash admitted, blushing again.

"Listen, Dash, I came here to train... It's not that I don't find you... Y'know... Attractive. Truth be told, I really do. But... Listen, I'm not called Dancer because I'm a ballerina." Lily oh so enjoyed spinning a good lie. And Dash didn't seem the type to back down from a challenge. In fact, Lily could probably play hard-to-get and the determined avian would probably chase after her for a good, long while.

"So, what kind of dancer are you, eer, Dancer?" Rainbow Dash stepped in front of Lily, blocking her path. Lily stopped, crossing her arms across her chest with a huff.

"I'm... Well, truth be told, I'm a stripper." Now it was Dash's turn to let her mouth drop open.

"Close your mouth, you look silly." Lily used a finger under the avian's jaw to close it, smiling softly as she continued walking. Dash fell into step beside her, blushing lightly. Chrysalis damn it all, she was so cute when she blushed.

"So, do you, uh..."

"Showcase my body for money. Yes." She answered the unasked question, much like Dash had done to her earlier. "It's quite profitable. And some of the perks can be... Rather rewarding." She teased. Dash just flushed more and asked another question.

"Perks? Like, sex?" Wow, that was awfully bold. Then again, Rainbow Dash didn't get as good as she was being shy like some other avian Lily knew...

"Like sex. Sometimes drugs. Mostly just money." She shrugged it off like it was nothing, enjoying the look on Dash's face as she stared.

"Are you... A whore?" Okay, that question was uncalled for. Lily stoped and stared the short avian down, fuming.

"I am many things, Dash. A showgirl, a stripper, a tease, a moneydump, a honey girl, and a slut, all with varying degrees of accuracy. But I kept one policy, above all else." She lifted a slender finger in front of the avian's eyes. "I NEVER accepted money for sex. I accepted sex as payment for dances, and I made love for both fun and pleasure. But NEVER. Not ONCE did I EVER accept money for sex." Each punctuated word carried her one step closer to the steadily fearful little flyer, her maroon eyes growing wider with each loud word. Damn, Lily did a good job at striking fear in others. Maybe it was the changeling in her.

"I-I'm sorry." Dash stuttered, raising her hands defensively. "I don't know what goes on in Las Pegasus... I just sorta heard." She blushed even more, the color rising high into her cheeks. "I didn't want to offend you or anything."

"No, it's my fault." Lily heaved a soft sigh, pinching the bridge of her nose, as if suppressing a headache or a bad memory. "Just... Tired from all the training. It's half the reason I left Las Pegasus for a little while, was to get away from all the slander... The lies. Just... Be myself for a while, y'know?"

"Come on." Rainbow Dash changed the subject quickly. "Let's get that lunch." Lily was thankful for the change of pace. She followed Rainbow down the road a ways, both of them agreeing on a quiet little cafe. Dash led them to a booth near the back, making Lily raise an eyebrow questioningly.

"So far back?" She asked as her new friend slid into the booth.

"Well, I had a few more questions... If you wanted." She said, opening her hand to the opposite bench.

"I suppose I owe you that much..." Lily, disguised as the sultry stripper aptly named Dancer, slid into the booth opposite Rainbow Dash. "I'm an open book, Dashie. Ask me anything."

"All right... Did you ever have sex with a man?" Lily blinked.

"Well, yeah. Maybe more often than I would have liked, but yeah. Definitely." Dash chuckled when she mentioned a certain distaste for the opposite sex.

"What's it like?" She asked, leaning her chin on her palm, elbow resting on the table. The waiter came to take drink orders, both of them going with water. He quickly returned with the water and left, allowing Lily to explain without worrying about encroaching ears.

"Wait, you mean you haven't done it with a guy yet?" Lily asked after he was gone.

"Nope. Well, we tried a dildo once, but it just felt kinda wrong..."

"Huh, I know how that goes..." Dash just smiled and nodded in a half-embarassed half-sympathizing way.

"Didn't end too well..."

"Well... Have you ever put your fingers inside?"

"Of course." Dash countered, looking like that was common sense.

"Twice as good as that. Maybe even better. It's like... Like... Well, if he's just the right size, the way it fills you up, it's like the missing piece to a puzzle. Just so... satisfying. Ooh, and when they move it in a circle, like stirring a drink... There's nothing like it." Lily didn't have to fake the blush that rose to her cheeks, her crotch heating at the thought of sex. It had been quite some time since her last little foray, and it had been cut short by a curious deer anyways. Fluttershy had been upset, but she tended the animals first and her own desires second. She shook her head and returned to the question at hand.

"I mean, if you haven't done it with a guy yet, you want to wait. Don't just go running off willy-nilly looking for any johnny two-balls to get laid. Finding someone who will do it right is key." She wasn't sure just how young Rainbow Dash was, but she was pretty certain she was young enough to be a little sister. So she took on the big sister role, educating a curious young woman.

"Well, how will I know he's right for me?" Dash asked, leaning in a little.

"Screw around a little before you get laid. Give him a handjob, find out what really sets him off. And use your mouth, too. Guys love a good blowjob. Hell, guys love a bad blowjob. If such a thing exists..." Lily had been on the receiving end of both. The only difference was how long it took her to cum, and maybe a stray set of teeth marks. But hardly anyone was THAT bad.

"Eew... You mean put it in my mouth?" She looked appalled at the thought.

"Oh, get over it. it tastes great once you get used to it. Cum, on the other hand... Eew. Tastes like salt water and pennies." Dash scrunched her nose up at that, shaking her head so her unkempt hair whipped around a little.

"Nuh uh... I don't think I want any of that stuff anywhere near me."

"What, cum?"

"Yeah. It's all sticky and gooey, right? Smells bad, too, I heard..." Hmm. Dash had a natural aversion to the male sex. Maybe Dancer was the right one to choose for this particular situation. Lily shrugged and sipped at her water.

"Not for everyone, I guess... I don't mind the taste, but I kinda like it on me. Enough about that, though. Do you want to know anything else?" Dash nodded, her own glass against her lips.

"Yeah, actually... How many girls have you been with?" Lily tapped her lower lip thoughtfully, making a show of thinking hard.

"Hmm... Honestly, Dash? Too many to count. I'd have to say well over twenty, but less than fifty. Half the time I'm either drunk or tired, though... Some sexy little thing demands on taking me home after disco night... Always leaves me tapped and exhausted. I can hardly move for days after those." She shook her head and smiled, summoning a vision of the sleek, flat Dancer convulsed in orgasm... She was getting wet, and not entirely from her own device. Rainbow was a curious little thing... She had half a mind to teach the young avian a thing or two.

"What about you? How many have you bedded? Someone who can perform a Sonic Rainboom, I'd imagine you'd be pretty well-liked." Lily smiled and leaned in, taking her turn resting her chin in her palm. What Dash said next took her completely by surprise.

"One."

"... One."

"Yup."

"Just one?"

"Just one."

"Really?"

"Really really. What? Did you think I'd be sleeping with just anybody that struck my fancy?" Dash said, waving a hand about. "Grabbing some Tammy two-tits off the street for a roll in the hay?" Damn, tammy two-tits... That was much better than Johnny two-balls...

"No, just... Surprised is all. You struck me as sort of... Experienced." Lily shrugged and smiled as the waiter returned to take their orders. Lily splurging on pasta with chicken while Dash stuck to a salad and yogurt. The waiter slipped away again, and Lily resumed conversation. "Seriously? Only one?" Dash just nodded kind of sheepishly.

"Between training to join the Wonderbolts and my job keeping weather in check around Ponyville, I really don't have a lot of time for a relationship. That was two years ago we broke up. Since then, I just sort of focused. It was only when my private coach told me I needed to get laid to let off all the stress that I started looking. Then you just sorta... Showed up." Dash blushed deeper, looking down at the table.

"Listen, Dash, I'm kind of on the other end of the spectrum there. I came to train, to get stronger, better, not to fuck. I'm sorry, but I just don't think I'm the right one for you to be doing this with." She reached a hand out, sliding her fingers over Dash's. "Any other week, I'd take you to town."

"How about this." Dash glanced up, obviously desperate. "A race. Now, I know you're new and I'm pretty good, so I'll give you a handicap. One mile climb from the launching platform to Sirrus Twelve, then a two mile drop. I'll give you until you're halfway up the climb before I even start. Winner gets what they want. You win, you keep training. I win, and well..." The blush deepened. "Y'know..."

"You know what, Dash?" Lily grinned, her lips spreading wide. "You're on. I win, you give me private lessons for a week. Flying lessons, not anything else. You win, and I'll give you the same, but a lot more private." They sealed the deal with a handshake, and Lily noticed a marked change in Dash's outward appearance. She became a lot more talkative, discussing past experiences with the aforementioned girlfriend. Her name had been Mary, a rather sturdy avian who Dash had chosen more for her strength than her beauty. Just listening to the younger woman share her stories was getting Lily rather heated, though she dare not show it. The waiter served them, and they set about to eating contentedly, chatting in between bites. By the time they were finished with lunch, it was mid-afternoon.

"Oh shoot." Rainbow groaned as she glanced the time. "I promised someone I'd help them out with their homework. So, tomorrow at noon?"

"Tomorrow at noon," Lily said, confirming the time they had originally agreed on. "And be ready to lose. I plan on taking advantage of your little handicap."

"We'll see about that." Dash slid a twenty across the table, paying for her own lunch and a decent portion of Lily's own. She paid half the bill and put the remainder of the bill towards the tip, plus a little extra from herself. Poor guy had deserved it. Two athletic, obviously frisky women in his table, and he hadn't said a word. Probably gay, Lily thought to herself as she left, flying to her room for some much-needed rest. She stretched and relaxed, showering twice and stretching sore muscles nude in the small confines of the minuscule room. She went out for dinner, eating a large meal to keep her fueled for tomorrow. The night passed in blissful silence, Lily sleeping sound as her plans were all coming together...

"Ready?" Dash asked, stretching her arms over her head and bending to the side, mirroring Lily's own stretch.

"Are you?" Lily countered, teasing.

"More than you think. So. We climb to that cloud marked by the smoke." She pointed up and out, and Lily saw an orange plume of smoke rising from one particular cloud above them. "Followed by a dive to the finish line." There were two other avians hovering with a large hoop, striped white and black. "First one across the line gets what they want. Any objections?"

"Sounds fair to me. Shall we?" A crowd had gathered around them, expectantly looking onward as the two avian women lined up. Mutters went around about how Rainbow Dash was the faster of the two, how Lily didn't stand a chance. Then a handicap. Then how it was going to be close. No way even the legendary Rainbow Dash could catch up half a mile on even an average flyer.

"Ready?" Dash asked.

"Set."

"..." Lily's heart hammered in her ears.

"GO!"

Wings pumping fast, Lily started the climb up to the orange smoke. It seemed so distant, but the wind rushing in her ears urged her on. She settled into an easy pace, saving herself for the second half when Dash would be gaining on her. At around the halfway mark, she heard cheers from below. Then she poured on the speed. Using techniques learned in the past few weeks, she flapped hard and fast to gain altitude, her legs straight out behind her as she flew faster, higher...

Wind whipped through Lily's hair as she twisted in mid-air, just over the halfway mark. She started plummeting at a frightening speed towards the ground. A quick glance to her left showed the bright-colored hair of the corageous Rainbow Dash inching ahead slightly. When had she caught up?! Giving a competitive growl, Lily tucked her wings tighter along her back, willing herself to fall faster. She inched ahead incrementally, until a multi-colored blur of light zipped by her. A loud ringing filled her ears, the effects of a Sonic Rainboom still frightening to behold this close up. Not to mention Lily was now twisting uncontrollably in the air. Figuring she had left enough time to pull out of the steep dive, she hadn't really been paying attention to how close the ground was.

Now that fact was becoming painfully clear.

The ground was VERY close...

Her throat was closed, she couldn't scream! Her wings couldn't catch her! Flailing wildly as she fell, Lily did everything she could to try and stop her fall, to no avail... Resigned to her doom, Lily closed her eyes and accepted fate, waiting for the inevitable. She had failed Chrysalis, had lost before she could finish her mission. She felt the embrace of the end wrap around her, and she waited for the jolt of pain, the mind-searing sensation of slamming into the ground at terminal velocity.

And waited.

And waited.

"Uuh, are you gonna open your eyes?" Rainbow Dash's voice carried over the sound of the roaring wind. Hesitantly opening her eyes, Lily saw she was well above the ground, Dash's arms around her as she carried them both back up to Cloudsdale. It wasn't the embrace of death, but rather the plucky, athletic Rainbow Dash that had wrapped around her.

"What..."

"I can change direction pretty easily during a Sonic Rainboom. After I finished, I saw you falling, so I caught you." Now it was Lily's turn to blush furiously. Here she was, waiting for the end, when she was safe for the last thirty seconds or so. Cheers erupted as they both landed safely, people rushing forward to congratulate Rainbow on a courageous save.

It was mass confusion for a short while while people checked on Lily, patted backs, and laughed the stressful situation off. Eventually, she was able to slip into the locker room, her heart still hammering. Fast and talented Dash was, but humble she was not. The headstrong young avian was soaking up all the attention, waving it off as 'oh, it was nothing' or 'anyone else would have done the same.' At least it gave Lily time to think.

I was ready to die... Not just ready, but accepting of the end... She laid a hand over her hammering heart. I bet Chrysalis wouldn't have even missed me... Probably send someone else to try and do the same thing as me. Admonishing herself for questioning her queen, Lily pushed away from the wall and went to go change just as a hand rested on her shoulder. She jumped from surprise and turned to look Dash in her light magenta eyes.

"Oh, it's you." Lily breathed. "Scared me."

"Are you doing okay? I know that was intense, but still... You might wanna see a doc." Her voice was genuinely concerned, a stark contrast to her usually competitive, edgy tone.

"I'm fine, Dash. Really. Thank you, though."

"Good. Because I won, and you owe me." The tone changed dramatically as Dash leaned forward, plastering her thin, warm lips against Lily's own. Her heart nearly stopped at the sudden kiss, her eyes open and her lips frozen. Then Dash did the most interesting thing. She moaned. The slight vibration into Lily's lips caused her to melt, her eyelids slowly sliding shut as she nearly collapsed into the kiss, her knees weak against the insistent Rainbow Dash's mouth. A sudden feeling of cold abandonment washed over Lily as she flicked her eyes open, noting Dash had pulled away.

"Not here in the locker room." She explained, slipping a folded note under the hem of Lily's sports bra. "Come to my place later tonight. Wear something... Loose." She leaned into kiss Lily's collarbone gently, then she was gone, leaving a beating heart and weak knees in her wake. Oh no... This wasn't good at all... Dash was a good kisser... Lily was going to have to be careful tonight...

Changed into sweats and a t-shirt, Lily flew to the address slipped under her bra, which was now gone in place of modesty and air. Underneath the sweats, she wore shorts, though nothing under the shorts. She was, after all, supposed to give Dash "Lessons." Knocking on the door, it didn't take very long for Dash to answer, though Lily hardly got a glance of seven-color hair as she was pulled inside, pushed against a wall, and kissed.

"Mff!" She managed to groan before her lips were invaded, a strong tongue pushing through them into her mouth. Another low, passionate moan melted her resolve and her body in equal parts, making every muscle in her body relax as she melted into the lips pressed tight to her own. Eyes closed, she and Dash made out, plastered against the wall, her mind filled with a light haze. Only when the kiss was broken and Lily's senses returned to some sense of normalcy did she manage to glance down, seeing a shocking lack of clothes on the avian flight mistress.

"Dash, you're... Naked..." Lily panted, feeling her slip gush a little wetness, accompanied by a wave of fresh desire. Dash was flat as a board, but so incredibly toned. Lily could count each one of her ribs, from her muscular shoulders to the flat, six-pack stomach. Narrow hips cascaded into long, full legs, the muscles not too large, fitting the rest of her slender body perfectly. But most importantly, she was shaved... And Lily didn't mean like, took a razor and ran it over my crotch shaved... Dash was... Waxed. had to have been. The skin looked smooth as silk and even shined in the dull light. Whether from sweat or juice, Lily didn't know. She found her mouth watering at the thought of a taste...

"Of course. Can't have lessons with clothes on, silly." Dash's voice was almost entirely different. Gone was the plucky, hyper woman enthusiastic about flight and sports. Now, it was this nude, sultry, eager lover, just begging to be touched. "And you can't give those lessons with your own clothes on. Now hurry and take them off." Dash's hands pushed under the hem of Lily's band t-shirt, laying flat on her stomach. The touch elicited a shiver and a panting groan from Lily, who was steadily getting more and more weak in the knees.

"Right. J-just... Give me a minute..." Lily managed to whisper, shaking herself mentally to wrap her mind around the situation. If this progressed any faster, she might not be conscious to take Dash's essence. With shaky hands, Lily began removing her clothes, shamelessly exposing her flat chest, Dash's cup size comparable to her own. She wasn't used to not having very large breasts, not having to worry about support or jiggling or back pain... It felt rather nice, for a change. She couldn't get her sweats and the unusually skimpy shorts in one go, though Dash seemed determined to rectify that. Impatiently, the avian woman fell to her knees, those magical lips pressing the Lily's flat, toned stomach. She gasped almost immediately, feeling a small amount of wetness slide out yet again.

"Let's see what you taste like, Dancer." Dash's voice reached her ears from somewhere around her navel, making her squirm her hips to help the small, slender hands pull her shorts off. Now just as bare as her partner, Lily arched her back against the wall, pushing her hips forward. She, herself, was shaved, thanks to the transformation. Dash wasted no time setting in with her tongue, her hot breath washing over Lily's midsection as she went to town.

"Aahn! Oh, fuck, Dash! HMM!" Lily bit her lip to avoid screaming, the pleasure spiking into her so intensely, her stomach twitched and quivered visibly. Each flick to her sensitive clit sent a wave through her, and Dash's tongue was so dexterous, so skilled... No way this energetic young woman had been with only one other. And even if she had, it had been for a very long time. Lily knew for a fact she wouldn't let such a gem go. At least not willingly. Her hands sought the nearest hard objects, settling on the back of a couch and a coat rack. She pulled at both, knuckles white as pleasure pulsed through her with force. it didn't take very long at all, and Dash was apparently still energetic as she licked through it, but Lily's back arched in a hot, intense orgasm, twitching and gasping as her hips bucked back and forth.

"Oh my Celestia." Rainbow Dash smiled up from her position on the floor. "You're delicious. I swear, I could lick you all day." As if to emphasize the point, Dash licked her entire slip once more, sending a shiver up Lily's spine.

"Dash... I dare say, you're better than I am." Lily panted, her cheeks flushed. Two short minutes ago, she had knocked on the door. Now, bare and flustered, she was one orgasm down. Dash was just plain dangerous.

"I doubt it. And I invite you to prove you wrong." Rainbow took Lily's hands in hers, the glistening wetness on her face matching the shine of her smile as Lily was led through the small house. They padded into a bedroom, Dash stretching out with her legs splayed wide open, allowing the flustered changeling a chance to see everything. Lily liked what she saw. it was her turn to sink down to her knees now, her hands sliding under Dash's thighs and onto the soft curves of her six-pack, rubbing soft circles in the muscles to relax her core. Dash certainly had technique and enthusiasm, but there was something to be said about good ol' experience.

"Ooh..." Dash was nearly scentless, Lily couldn't get a whiff of any musky scent no matter how hard she inhaled. Wondering if the same was true for the taste, she experimentally probed those tight, pink lips, allowing some anticipation to build up while savoring the very slight, almost non-existent taste. Not overpowering like Applejack, or even erotic like Rarity's, Dash was almost completely tasteless. Like licking water off of your forearm. Giving a low moan of desire, Lily set in, using every ounce of technique and skill she had at her disposal.

Dash was melting. She knew it. Unable to even groan, her hands gripped the sheets of her bed, pulling and twisting them as Lily kept her core muscles relaxed, her center pleased. One hand continued to rub the hard stomach while another rose to the soft lump of her breast, immediately assaulting Dash's rock-hard nipples. She gave gentle pinches and pulls, mostly rotating the hard nub in soft circles. Meanwhile, her tongue was a snake, writhing and pulsating against the tasteless, though surprisingly wet, vagina before her. She was actually beginning to enjoy herself. Usually, in the past, Lily had licked only to return the favor or to get a partner ready... To her, it had always been somewhat monotonous, and more than once unpleasant. This time, though, she was really letting herself go. The whole situation was so erotic, the way Dash writhed underneath her, the way the tasteless liquids flowed at each movement... Lily's mind filled with a haze, her mouth hungry to please Dash.

"Gonna cum..." Dash muttered, the first noise she had managed to make with her mouth. Lily doubled her efforts, abandoning her flat stomach in favor of twitching her swollen clit. The effect was almost immediate. Dash's back arched, her wings tucked tight against her shoulders as she inhaled deeply. Ribs rose against tight flesh, stayed there as she shook, and then it happened.

A massive stream of clear liquid gushed out of Dash's womanhood, spurting directly into Lily's mouth. She coughed and sputtered, caught almost completely off-guard as the liquid sprayed against her entire front side. Pulling away from a shaking, convulsing Rainbow Dash, Lily stood up to inspect the damage. The floor around her bed was spattered with drops of liquid, and a dark stain started just under her rear to drip halfway down the bedspread to the floor.

"Holy shit." Lily muttered, running her hands through the shining layer of liquid on her slender form. "Seriously. What the fuck was that?" Dash didn't seem like the type to squirt, too uptight to relax and let it loose when the time came. Lily had been wrong before. Though not very often. Even less often had she made love to a bona-fide squirter, one who could produce like Dash could. Lily remembered back to times when Dash had drank more than your average Avian. Maybe she had been hydrating for such an occasion...

"I-i... Hmm. I'm... I'm good." Dash muttered, still convulsing slightly. Her legs dangled over the edge of the bed, hanging freely as Lily smiled.

"Fuckin' A, Rainbow. You could give a girl a little warning next time." Lily leaned in to kiss her panting partner, her lips most certainly covered in slick, clear juices. Smiling sheepishly, the eager avian kissed her back, both of them rolling over and adjusting so they were stretched out properly, side to side. Their slender bodies fit together like two puzzle pieces, curving and tangling together. Dash was just so much perfectly shorter than Lily that they were able to curve perfectly... Lily had really hit the nail on the head picking the body best suited to the skilled avian... Ever energetic, though, Rainbow rolled on top of Lily, grinning down at her.

"Not done yet. In fact, I think it's going to be a very long night." Dash slid an open-palmed hand down Lily's front, caressing her hot flesh from neck to thigh, in between, and up. Lily felt the two fingers slide in, her legs parting to allow at least a little bit better access.

If Lily thought Dash's tongue was good, her fingers were about twenty percent better.

After a quick readjustment, Lily was spead-eagle, Dash knelt on her knees between her open legs, fingers working skillfully against her slick hole. Lily groaned and writhed underneath her touch, core muscles flexing and relaxing in time with her partner's dexterous movements. She felt a foreign pressure to a different part of her nethers, the juices downstairs making things seem a lot more slick and easy than she remembered.

"Relax." Dash said, her tone cautioning. "This is going to hurt if you don't."

"What-" then it came. Lily arched her back as Dash's pinky finger slid into her rear, spreading the tight, puckered flesh as minimally as possible. That highlighted the pleasure in a whole new way. Never one to experiment with anal, Lily had never gone back there... Apparently, Dash had, and she knew what she was doing. The two fingers in her pussy curled and pulsed smoothly, while the one in her rosebud just rested, adding small bits of pleasure here and there, never too much, but certainly more than Lily had ever become accustomed to.

"Feels good, huhn?" Lily had to agree... It sort of did. Making a mental note to not get too addicted to this, she let loose, her orgasm coming quickly with the new addition. Screw dangerous... Dash was lethal.

"Oh my... That's delicious." Dash was eagerly licking her fingers clean, a soft, pink tongue sliding over the glistening flesh. Not one to be on the recieving end all the time, Lily grabbed her wrist, guiding the fingers into her own mouth. She sucked them dry, groaning at the taste. She had a thing or two to learn from Rainbow about remaining tasteless... The skilled avian giggled at Lily's fingers, replacing them with her lips. Lily looped her arms around Dash's waist, groaning into the deep, passionate kiss.

"Dash, please..." Lily groaned, her breath hot and heavy. "I need to taste you again... Please..." She laid back, mouth open, tongue pulsing in the air. Rainbow was never one to leave a partner hanging, and Lily wasn't terribly surprised as the long, slender leg swung out over her head, Dash now straddling her face with her own body lengthwise against Lily's. Lily herself was just about to lean up and press her tongue to Dash's waiting gash when she was assaulted once more, her walls spread as Rainbow shoved her tongue in nice and deep. Shivering, Lily returned the favor, in more ways than one.

"Aah!" Dash arched her back as Lily's finger slid in to the alternative, pushing the tight pucker apart with an insistent touch. She found the feel much to her liking, Dash's rear a little tighter and ridged on the inside. The flesh wasn't wet, but was still rather warm and pulsed wonderfully around her curling digit. The effect was almost immediate. Dash came again, this time dripping a few gushing streams of liquid directly onto Lily's face. She had to close her eyes, feeling the streams soak her blonde hair and absorb into the sheets under her head. She didn't move her finger, though, and caught a fair amount in her mouth to swallow.

"Fuck, Dash." Lily moaned. "You really like fingers back here, don't you?" She punctuated the question with a firm curl, eliciting a small, dripping stream of liquid and a loud gasp from her avian counterpart.

"Uhn huhn..." Dash muttered, shivering against the finger in her sensitive rear. "A-alot..." She admitted. Apparently, it was all she could to do remain on her hands and knees, arms shaking as she fought to stay up. "D-dancer... I'm... I'm gonna cum again." She panted, shivering. Again? Already? This she had to see... Lily slid up a little more, her stomach now underneath Dash's pulsing center.

"Let it go, girl. I want to see you squirt." She was expecting it this time, but that didn't lessen the shock of the situation. Dash's wet lips poured a prodigious amount of thin, clear liquid, the spattering, wet sound making Lily bite her lip. It was so erotic, both the sight and the sound, she found her free hand sliding down to her own center, rotating her clit in slow circles.

"Sh-shit, stop." Dash panted, just moments from collapsing. Lily slid her fingers out slowly, and just as soon as her tip cleared the tight pucker, Dash fell onto her side, breathing heavy and twitching slightly. "I need water..." She moaned, her eyes closed. "I'm gonna be dehydrated if I cum again..." Lily smiled and slid off the bed, finding the kitchen a few short halls away. She grabbed glass from the cabinet and filled it with water, returning to Dash in no time. The exasperated avian took the glass and began drinking greedily, downing it in one go. Lily had to return again, urging Rainbow Dash to take it a little more slow.

"Easy, girl. Don't want to cramp up or get the hiccups. Seriously, though. You REALLY like fingers in your ass, huh?" She sat on the bed, smiling at a blushing Rainbow.

"Yeah... It took me a long time to get used to it, but after the first really good time, I was hooked... It looked like you really liked it too... Mind if I try again?" Dash asked, cocking her head to the side. Still feeling pretty damn randy, Lily nodded and spread her legs, leaning back on her arms.

"Actually, could you get on your knees? I kind of like doing this from behind..." Dash asked, still clutching her glass. Lily nodded again and obliged, settling on her hands and knees in front of the sultry, smiling avian.

"What did you have in mind from behi-" A cool, slick finger slid deep into her rear right away, cutting off her sentence with a sharp spike of pleasure. Devilish little Dash had dipped her finger in the cold water before putting it in. Now her other hand, cold from holding the glass said cold water was in, started rubbing her dripping center. She shivered from the cold and gasped as the pleasure filled her once more. She shivered and fought to stay up on shaking arms, her stomach convulsing powerfully.

"Good, innit?" Dash whispered, her lips pressing the Lily's taut cheek, hot breath washing over her entire crotch. She could only manage a nod, her hair bobbing back and forth as she fought off an approaching orgasm. Anal had always wierded Lily out, made her slightly uncomfortable... But something about having something back there, just resting, sometimes curling slightly, made the whole situation that much better... That much more... Erotic.

"AAH! Dash, I'm cumming! I'm gonna... AAH- CUM!" Lily flexed every muscle in her body, shaking from head to toe as the pleasure ripped through her very being. It radiated from her crotch, flowing fast and free through her veins, making her head swim in the intense aftermath. Shaking, panting heavily, she slowly laid forward onto her stomach, groaning inwardly at her twitching, spasming muscles. So far, she and Rainbow Dash had gone blow for blow on orgasms, matching each other perfectly. But Dash seemed so full of energy, she didn't think she could last even one more. She was going to have to tap some inner reserve of strength, of energy, to best the muscular, seemingly inexhaustible avian.

"I... I don't think I can feel my legs." Lily chuckled with Dash as the rainbow-haired woman stretched out next to her, her arm lying lazily along Lily's back. "Seriously, where did you learn to get this good?" She asked, rolling onto her side and pressing close. Dash heaved a soft sigh and stroked Lily's hair absently, her eyes closed.

"It's a long story, and honestly, I don't want to share it... No offense? Listen, you've been great. You even made me squirt. Not just once but three times. This was exactly what I needed, and I can't thank you enough. But please... Let's keep it simple?" Lily nodded slowly and kissed Dash's shoulder, chuckling as she pushed the Avian over onto her stomach.

"One last thing. Let me at least give you a backrub." She said, groping Dash's tight ass playfully.

"Ooh, yes please... I'm so tense." Dash groaned, gladly stretching her arms over her head. "There should be some oil there on the nightstand." Lily found the aforementioned bottle, dripping a good amount onto Dash's back with a soft smile.

"Now THIS," Lily said, running her open palms up the slender back, stopping just underneath the joint of Dash's folded wings. "Is something I know how to do. Relax, and let me massage your tension away." Her hands began working their magic, strong fingers working tough knots out of muscles and rubbing away tension. Dash seemed to melt under her touch, and Lily gave her a long while of enjoyment before pulling at her essence. It came away easily enough, and Dash didn't even seem to notice the single hand leaving her flesh to tuck it away. Her essence was a cloudy cyan, a lighter blue than Rarity's.

The massage trailed down to Dash's legs, with more than enough oil left over to work the tension out of her arms and shoulders as well. Finally finished, Dash excused herself for a shower, explaining her tub wasn't very big and both of them couldn't fit, wings and all. Lily resigned herself to holding the four glowing orbs in her hands. It seemed like the more she received, the stronger their power became. The four floating above her hands pulsed and glowed in time, the radiating, thrumming sensation vibrating the fine hairs on her arms. She shivered as she tucked them away, smiling to herself. Apparently, she could pull an essence out without having to completely tap her target... Just a simple loosening up would do. They didn't appear to notice when she took it, so she wondered how many orgasms, or just how pleased would they have to be, before she could remove an essence? Certainly, it didn't have to be very many...

Then again... Where was the fun in that?

"I just don't understand, my queen."

"Yours is not a place to understand, Liliana. Only to obey." The terrifying visage of the Changeling queen in her true form was one that Lily hoped she didn't have to see often. All changelings were rather horrifying in their natural form, and she was no exception. But the queen... She was both beautiful and frightening at once. Right now, those pale green eyes flashed with a fire, one of outrage and supposed betrayal. "Did you get it or not?"

"I did. Rainbow Dash proved more of a challenge than I was anticipating, but I was able to take her as well. She hadn't been completely exhausted, but it came without trouble." Lily pulled the four our, showcasing yellow, green, cyan, and blue, all pulsing with the same light. That seemed to calm the queen a little, though she frowned as Lily hastily placed them back inside herself. Being without their warmth for very long left Lily feeling weak and cold. She didn't like taking them out... What she was going to do with six of them when she had to give them all away, she would never know...

"Well at least you accomplished that. But let me tell you this now, Liliana." Chrysalis said, her tone the sort of icy that could freeze hearts and water in equal measure. "Do not question my motives or reasons. Now that I know the secret, I can just as easily send another to do your job for you. Ajax, perhaps." Ooh, the mention of that name made Lily seethe with anger. She felt a flush rise to her cheeks.

Ajax was an ex of Lily's... And twisted to the core. He was a changeling that probably fed off of physical desire without even knowing what he was doing. Large, muscular, but rather dumb, Ajax had a sort of endearing quality about him. He readily accepted the attentions of male and female alike, and wasn't afraid to use that to his advantage. The games he played with Lily were both twisted and cruel, leaving her broken-hearted and abused. Just the mere mention of the name made her want to kick a hole in something. Probably a solid brick of diamond.

"No, my queen. Anyone bu-"

"Ajax would not have raised such a silly question. You're lucky I don't do that right now. The only reason I haven't is because of your astounding progress. Six short months and four essences already. Gather the last two, Liliana. I may reward you still, despite your insolence." Lily could do little else than respond.

"Yes, my queen." She whispered, bowing her head as Chrysalis faded away, leaving her both depressed and angry. She dropped the mirror on her bed and slammed a fist into the wall. Dust rose up around her curled hand, the stinging pain as well as the thrill of solid impact helping her feel at least a little bit better about the situation. She paced back and forth in her small apartment, her mind racing.

Just two left, she thought. Then I can hand them off and sit back to watch Chrysalis take over Equestria... She stopped in place, her head raising as a thought struck her. Is that what I really want? She slipped over to the window, looking out over the busy thoroughfare of Ponyville. Men, women, and children all bounded about happily, two avians floated by overhead, and she watched a magi down the street repair a broken store sign with a flourish of his hands and a glowing light. These people were just the same as any Changeling. They had hopes, dreams, and desires. They laughed, cried, and loved all in equal measure. Who were they to change any of that?

Head spinning uncomfortably, Lily laid down on her bed, heaving a heavy sigh laced with despair and more than a little bit of anger. She fell into a fitful sleep, dark dreams and nightmares plaguing the night.

She awoke to someone else in the room. The broad silhouette in the door shot a shiver of recognition, fear, and anger shooting through Lily’s body.

"Ajax."

-=EDIT=-

Even more corrections. I fixed "How" into "Now" somewhere before the clop, and changed quite a bit of "God"s and "Jesus"s this time around. Probably the most numerous changes I've made so far, but all of them relatively minor. The only major one was a color issue with Fluttershy's essence. In chapter 1 and 2, it's yellow, but shortly before the end, I accidentally made it pink. I think this might make some issued with Pinkie Pie next chapter, but we'll just have to see.

Pinkie Pie

------------- Chapter 5: Pinkie Pie -------------

"Ajax! What the fuck are you doing here?!" Lily damn near screamed at him. She clutched the blankets to her naked chest, which was now heaving with both fear and anger.

"You need to ask? Chrysalis sent me." His deep voice sent a shiver of long-buried memories through Lily's mind, recalling moments of pure bliss and abject agony in equal measure.

"Well duh, dipshit!" He was just standing in the doorway. Never mind how he got in, he was just standing there, door open. "I mean WHY?!" Modesty out the window, Lily sprang from her bed to pull him into her apartment, slamming the door behind him. When she whirled on him, his eyes were places they ought not to be. Whipping her hand around in a quick, stinging slap, she stormed to the dresser and tugged on a loose t-shirt, covering her exposed chest and sheer panties.

"Hmm. You still slap like you used to." He teased, probably not even feeling it. Ajax was intimidating, even for a changeling. Tall and muscular, his broad shoulders rippled with every motion he took, it seemed. His eyes weren't the only ones wandering, apparently. Shaking her head out of it, she forced herself to look up into his eyes. Lime green but dulled with stupidity, Lily used to be fascinated by those orbs. Now she associated that color with vomit.

He was clad in a tight t-shirt and cargo shorts, his feet bare. Wings sprouted from his back, now ruffling as they tucked against his shoulders. That would explain why he had made it so fast. He had flown over the Everfree forest. No doubt Chrysalis had moved closer, as well, making his journey much lesser than her own. Still fuming, Lily peeked her head out of the window, looking down into the street below. This early in the morning, no one was moving. Ponyville slumbered on, completely oblivious of the threat within it's very limits.

Just who was that threat, though? Lily closed her drapes and turned to Ajax, afraid to betray the slightest emotion. Despite the fear struggling to make her knees cave, she fixed a scowl on her face and glared up at the intimidating avian towering above her slight frame.

"Leave."

"Never."

"Why?"

"Chrysalis sent me to do a job."

"And what job is that?"

"A job. That's all you need to know." Sighing, Lily pinched the bridge of her nose, fighting the encroaching headache that threatened to drive her insane.

"This is going to be so much easier if you just talk to me."

"I've been trying to do that for years." Ajax countered, stepping closer. The glare she shot him could have stopped a dragon. Shame Ajax was more courageous... Or stupid... Than a dragon. He advanced towards her, arms open deceivingly. Not one to be taken for a fool, Lily ducked under his arms and padded across the room, opening the door to her apartment to peer into the hallway. No one seemed to notice the imposing Ajax in her apartment.

She felt a pair of hands on her sides, and the first shiver wasn't entirely horrific. She closed the door, threw the deadbolt, and spun around into a furious punch, delivered right to his stomach. Ajax gave a grunt, but didn't back away. His arms wrapped firmly around Lily, that devilish grin on his big, stupid lips.

"I really don't want to do this right now, Ajax." Lily muttered softly, feeling her chest tighten. And not in the good way, either.

"You know I love it when they resist." He said, raising one hand to run through her hair.

"No, I mean if you keep this up, we're both going to regret it." Her fist tightened, she felt her power begin to well in her chest.

"Please, Lily. What could you possibly do that I have to fear?" That's it. No more Ms. Nice Lily. Liam burst forth, swelling to a comparable size as Ajax's own formidable form. Only one difference between the two, and that was Liam's hands glowed mysteriously. A thread of telekinetic power lifted Ajax from the ground, who started cursing uncontrollably. Lily threw the bolt on the door and tossed Ajax carelessly out into the hallway.

"Oof!" Ajax landed against the far wall in a sprawl, his form tangled on the floor. He scrambled to get up just as Lily changed back to her usual form.

"And STAY out, asshole!" The door slammed in his face just as he advanced back towards Lily, and she made sure to close it firmly. Ajax's big fist thumped on the door several times, and she heard incoherent shouting. This dragged on for minutes. Lily stood with her back to the door, chest heaving. Ajax was in one of his 'moods,' the kind that destroyed much more than doors. Her hands glowed with the effort of keeping the door closed, and she thought he was done when one last shuddering blow rocked the frame.

"HEY!" That one word sent a pang of fear through Lily's chest. Maggie! What was she doing here?!

"WHAT?!" Ajax's voice rumbled through the apartment complex.

"What are you doing?!" Maggie's footsteps drew closer.

"Handling some business with Liliana. Now I suggest you turn and leave, else something happen to both of you." Oh no. Oh no, oh no, oh nooooo... This can't be happening... Not now, not to Maggie. Lily was paralyzed with fear. That is, until she heard the resounding slap. She pulled the door open, fearing the worst, expecting to see Maggie's body on the floor, Ajax standing over her, a picture she'd seen all too many times. Instead, she saw Ajax stumbling back, holding a hand to his cheek. He was just about to advance toward Maggie when she smacked him again. And again. Over and over, her hands fell with stunning accuracy on Ajax's cheeks, pushing him step by step down the hall. All the while, Maggie was shouting in a voice that almost certainly didn't belong to this frail, middle-aged old woman.

"OUT! Out out out out out! Get OUT!" Stunned, Lily followed along, watching this incredible display of feminine prowess. Ajax was equally stunned. These slaps hadn't had to have been doing much more than bother him. It was then Lily saw it... Maggie's hands were glowing. It made sense now. Maggie wasn't just slapping him... She was slapping him with magic. Lily saw the faint outline of a telekinetic glow around Ajax's whole body, lifting him clear off the floor or pushing him back. Now on the ground floor, Lily watched Maggie push open a door with magic, lift Ajax off the ground, then push him out onto the dirty street with little more than a batted eyelash.

"Maggie I-"

"Shh." She was cut off as the old woman followed Ajax out onto the street, her hands on her slender hips, still glowing. "Now you're going to leave. And you won't bother Lily anymore, either. If I ever see you around here, I'll see to it you are arrested. Do I make myself clear?"

"You old bitch-"

"DO I MAKE MYSELF CLEAR?!" A small crowd of early-morning commuters had gathered, pointing fingers, smiling at the display.

"FINE!" Ajax roared, pointing a shaking finger over Maggie's shoulder. "Pray I don't see you outside, Liliana. I'll make sure you won't walk right for a month!" Wrong move. Maggie's eyes flashed and she cast her hands towards Ajax. The big man could do little else than holler as he was forced to his knees. Forcefully bent over, his baggy cargo shorts were pushed down his muscular legs, exposing a toned, firm rear. Then Maggie did the damnedest thing.

"You. Don't. Threaten. My. Landlord." Each word was punctuated by a firm, magical spank, the blows coming from well over thirty feet away. She was... Maggie was SPANKING the one and only changeling Lily had ever feared, aside from Chrysalis herself. "Now." Another smack. "Get." Whack. "OUT!" With a dangerous glow, Maggie threw Ajax high into the air, watching him flail before catching the air with his wings and flying off as fast as he could, pants flying behind him like a flag.

"Maggie, I-"

"You." She wheeled on Lily, pointing an accusing finger, now bereft of magic. "Have some explaining to do."

"What, I-"

"Perhaps over tea?" Gone was the threatening glower on her face, replaced by a kind smile. "I just got the most delicious Darjeeling from Canterlot. Come now, we'll use that set you bought for me last month. Oh, dear, you need to change clothes first. Come now, let's get you in some fresh clothes. Oh, you poor thing you're shaking!" Maggie took Lily's arm, gently guiding her in off the sidewalk, where the crowd was still laughing, shaking their heads, and resuming their daily business. Apparently Maggie was well-known for teaching troublemakers a lesson or two...

"So, that brute... Eeh, Ajax was his name?" Maggie said over a steaming cup of truly delicious tea. "An ex-boyfriend of yours?" Lily turned her cup around in her hands, suddenly fascinated with the sultry amber color of the steaming liquid.

"Yeah... I guess you could say he's the reason I left Manehattan..." She said meekly, her mind racing with the repercussions of her actions and Maggie's.

"Darling, listen to an old gal. I've dated the gambit from charming and nice to scumbag and everywhere in between. That man." She pointed a finger at Lily. "Was something else. You sure have a way of picking them."

"Tell me about it." Lily said with an embarrassed smile.

"Seriously, where did you find a catch like him? If his infernal banging hadn't woken me, or if I was out, what would you have done?" She asked, crossing her legs. Lily felt like she was getting lectured.

"I-I don't know..." She admitted, hanging her head like a scolded child.

"Hey, hey." Maggie reached out and lifted Lily's chin with a single finger. "You know what you need?"

"What?" Lily fought back a sob with quivering eyes. For the umpteenth time that morning alone, Maggie shocked Lily with her words.

"You need to get laid."

"WHAT?!" Lily pulled away, her eyes wide now.

"I'm serious!" Maggie laughed it off, refreshing her cup. "Always helped me, back in the day. Might not look it now, but I was a ten back in my prime." Lily could definitely see it... A phantom of beauty that echoed in the actions of the kind old woman. If she hadn't aged so poorly, Lily could see Maggie as a truly beautiful young woman. "But... Years of blow and alcohol do things to a woman." So that'd explain it... A drug addiction and a taste for alcohol had left her a withered husk of her old self. Such a shame... Lily wished she were older, only so she could have known Maggie when she was young.

"But... I-" Lily was just too shocked. The morning had been a whirlwind of events. She wasn't even sure how she felt about Maggie handling her business, dealing with Ajax and probably making things worse for her. Worse or better, Lily didn't know.

"Darling, just do it. I heard that young upstart Pinkie Pie's throwing a party tonight. Though if Vinyl's going to be there, it's bound to be a rave." Maggie shook her head with a sigh. "Do an old gal a favor and don't take any X, okay? Fucking on that stuff's great, but I don't want you in the ER tomorrow morning, dying from dehydration and overheating." She waved a hand dismissively. "Acid would be fine, I should think... I know they make them in those little breath strips now. Used to be you'd have to dip a sticker in this goo and put it on your tongue. Man, kids these days sure know how to get high. Oh, listen to me, I'm rambling." Maggie shook her head and smiled at Lily, who was still shocked at all the older woman knew.

"I mean, I'd love to... I just... I don't know, getting into it with Ajax threw me off-kilter." She sighed and hung her head again, only to have it lifted once again.

"Lily, listen..." Maggie set her teacup aside and held Lily's cheeks in both her hands. "Go. Dance. Party. Find some strapping young man or maybe a curvy little girl to bring back to your bed. Or heavens forbid, spend the night at their place. Trust me, with your looks, and knowing the amount of horny young kids running around town these days, you shouldn't have any trouble. Now go. Put on something..." She paused for a moment before smiling at Lily. "Slutty."

"Maggie!" Lily laughed and swatted at her hands, flushing embarrassingly.

"I'm serious! Show a little skin and the boys come running. You're bound to get the attention of a few girls that way, too. Come on." Maggie leaned back, smiling in a worldly, know-what-I'm-talking-about sort of way. "Don't tell me you've never done it with a girl."

"No, no! I have! I actually prefer women, if anything... Just odd hearing you say it, is all." Maggie chuckled and picked her cup up again.

"Scamper off, you." She said, sipping at her tea. "And don't come back until tomorrow." Lily stood then, smiling wider than she had in weeks. She paused for a moment, turning to Maggie, who had stood to show her out the door. Lily rushed forward, throwing her arms around Maggie's neck with a wide smile.

"Thank you, Maggie." She said softly, kissing her wrinkled cheek. "Means alot to hear you say stuff like that."

"Get on, you. Making an old cougar blush." Lily felt the thin fingers of Maggie's hand spank her rear, making her jump and giggle like a blushing schoolgirl. She slipped out of the door, skipping to her apartment with a wide smile. Having almost completely forgotten about Ajax and Chrysalis, she set about to getting ready for that night.

A call from Rarity had invited her to the same party Maggie had spoken of, though Lily was surprised her magi friend was even interested in such a party. Apologizing, Lily said she wasn't going to be able to make it, on account of sickness. Truth be told, she really wanted to try something new. Talking with Maggie had inspired her, made her try out the form she had changed into now. She wore a skimpy tube top that cinched tight around her chest, making the skin of her breasts spill over the edge just a little. Her long, slender legs were clad in tight leather stockings, and a skirt of shiny black satin fell to her knees. Under the skirt was a set of tight flashpants, that helped wrangle the secret she hid. This setup was sexy, for sure, and it helped conceal what else she had changed about herself.

Only having tried it once before, Lily was now sporting both parts. The thought of some action that night made her slip wet, and she fought to keep her erection from bulging against the front of her skirt, despite the restricting fabric. Bouncing, jiggling, and happy, Lily felt a lot more sexy, and a lot more horny, than she had in weeks. One thought kept running through her mind as she followed the sound of thumping bass through the night.

I'm going to get laid.

The party was wild already. She slipped in the door, hardly getting a second glance from the bouncer at the door. Apparently, she was more than sexy enough to get in without having to worry about standing in line. As the dark interior of some house near the edge of town enveloped Lily, she felt pumping bass rattle through her chest, make her skin break out in goosebumps. She found her hips swaying in time to the beat already. Passing through a doorway and down a short hall, she stepped into the dance floor. What she saw she almost couldn't comprehend.

Bodies, packed tightly together, were moving back and forth, jumping and dancing in time with the beat. What had been intense outside was tenfold in here. The bass made her hair move. Looking over the heads of all the people to the stage, she saw some sexy young thing with wild, dyed hair, wearing goggles, bobbing her head in time with the beat as she orchestrated throbbing, pulse-pounding music that seemed to both arouse and relax Lily. She hardly had a moment to appraise the situation before a hand grabbed her arm, pulling her into the fray. She was pulled tight to a muscular chest, moving in time with the big man, switching off to a short girl who pushed her rear firm against Lily's crotch.

She lost herself in the music, dancing with everyone she could. Sweat and alcohol abounded, her head spinning in a delightful sort of way. She had lost track of how many girls had kissed her, how many men had groped her ass... And she didn't regret a single wonderful, pulse-pounding moment. A break came in the music, the shocking silence making Lily pant heavily. Ooh, she needed to sit down... Much to her delight, there seemed to be an even bigger lounge-type area off to the side of the dance floor. Music still played, much quieter, at least in comparison.

Some people stayed on the dance floor, but there seemed to be a mass egress to the plush-looking couches and chairs off to the side. Lily bounced over to a table laden with what looked like cups of ice water. Apprehensive at first, she took a cup and sipped at it, and satisfied that it was indeed water, downed three cups. Feeling refreshed, she sat on a large chair, smiling in a dazed sort of way.

"HAII!" A pink-haired ball of energy leapt into Lily's lap, wrapping her legs around Lily's waist and plastering their lips together. Still rather aroused from before, Lily returned the kiss, laughing as they broke away. "You're a damn good kisser!" The girl said, pushing her hands over Lily's bare shoulders.

"So are you. Hot damn, I remember you from the dancefloor!" Indeed she did. Lily had encountered this particular girl after a rather insistent hand in her hair pulled their lips together. That kiss in particular had nearly sapped Lily's strength, making her knees weak as their tongues wrestled. Saliva had dripped down their fronts, cooling on Lily's cleavage and staining the sheer blouse this girl had worn.

"Name's Pinkie! Pinkie Pie!" Her newfound partner giggled and nipped at Lily's ear. "I've been watchin' you all night. You're new around here, huhn?" Damn, she was bubbly. "I mean, I know almost everyone in town. Fucked more n' half of them, too! That's why I got excited when I saw you, I started wondering 'Now, Pinkie, there's this sexy thing over there, you have to go and introduce yourself!' So I did! And man, am I happy I did! I mean, those tits! Can I suck on them?" Lily blinked, only a little taken aback. Smiling at last, she pushed her chest out.

"Suck away, baby." She teased, laughing as Pinkie's lips automatically attacked her cleavage. Only slightly scared of sweat and odor, Lily didn't have to worry. Apparently Pinkie really enjoyed the salty taste of sweat. In the dark, sultry atmosphere of some unknown person's house, barn... Whatever, Lily let herself go, letting this bubbly, bouncy girl suck away at her skin. Oooh, she was really good at it, too. Lily felt her nipples harden against the tube top, thankful that Pinkie's hand raised to cup them so she didn't have to worry about the fabric slipping off. A flash of pain made her gasp, and Lily knew Pinkie had just left a hickey. Lips left skin with a smack, and Pinkie grinned at Lily.

"Oh my gawsh, those are good! You musta been workin' hard to get that much sweat worked up!" She giggled and bounced atop Lily, pushing her exposed cleavage into her face. "What's your name?" She asked, though Lily was almost too distracted by the bouncing tits in front of her face.

"Wha?"

"Your name, silly!" Pinkie insisted, obviously aware of just how aroused Lily was getting from the shapely, bouncing breasts in her face.

"Right! Name's Miranda." She panted, squirming her thighs underneath Pinkie's moderately formidable weight. Her legs were starting to go numb, but a little movement and they returned. Of course, Pinkie got the wrong idea, as she started grinding her hips down against Lily's thigh.

"Miranda? That's a really pretty name! A pretty name to go with a pretty face! But I bet you get that a lot, huhn? What's it like being new to town? How long have you been here? Where did you come from?" The questions did. Not. Stop. Lily answered all of them with a lie, and she was struggling to make them up as quick as she had to give answers. The music thankfully picked up again, and Pinkie flexed every muscle in her body.

"Wha?" Lily began, but Pinkie's face just broke out in a huge, stupid grin.

"This is my JAM!" She sprung off Lily's lap, bouncing playfully towards the dance floor. Re energized after the rather intense make out session and a sore hickey on her breast, Lily felt like dancing some more. She followed after Pinkie Pie to the dance floor, getting swept up in a wave of people returning to the dancing. The whirlwind took over, and Lily lost herself in the music, in the people... She fought to please all that she ran across, kissing men and women in equal measure. Shit, she could have sworn the uptight Rarity had pulled Lily's face into her cleavage once through the night.

Being a new face at a supposedly exclusive party meant everyone fought to be with her. There seemed to be a steady line of people flowing past, all clamoring for a kiss, a touch, anything... She got lost, her head dizzy, in all the hugs, kisses, dancing, and touching. She was sure somewhere in the night there had been a fight started over who got to dance with her next. And so it continued, on and on into the night. What, did they only do one break in the night? She fought to stand straight anymore, and subconsciously started drawing power from the essences inside of her chest. Re energized, she danced on, forgetting Ajax, Chrysalis, and everything that had happened. Only when Pinkie Pie appeared from the crowd did Lily really focus on any one thing.

Pinkie turned her back to Lily, pushing her rear out, just begging for a grind. Lily had no choice but to oblige, pushing her hips right back against Pinkie's. The started to sway in time with the music, turning and dancing together, their lips brushing close more than once over the course of two songs. Then it stopped. The aching silence hurt Lily's ears. She turned to the stage to see the DJ with a microphone in hand.

"Get the fuck outta here!" She said, and the whole crowd erupted into cheers. Apparently the party was over. A clock on the wall read 4 AM. Holding a hand to her spinning head, Lily stumbled towards the exit, only to be pulled aside once more. Smiling, pursing her lips for a kiss, she wasn't disappointed. Pinkie mashed their lips together firmly, her tongue forcing it's way into Lily's mouth.

"Hmmm, Miranda, you're coming back to my place." Pinkie groaned, quickly pulling Lily out a side door. "All those other guys and girls want you, but I won't let 'em. They can wait their turn. No one gets dibs on a hot pussy before Pinkie Pie!" She puffed her chest out, grinning back at Lily as they slipped out into the cool night. "Come on, we're going to be followed, I just know it." She pulled Lily along the street and down a dark alley, quickly tucking both of them up into a dark, shadowy doorway. "Shh." Pinkie pressed her finger to Lily's lips, who in turn pulled the digit into her mouth, sucking on it gently. It was so dark, she couldn't even see Pinkie's face hovering a mere inch from hers. Lily slid her hands up Pinkie's sides, but was stopped when her partner for the night pressed close, giving another soft "Shh."

Footsteps pounded by, from the sound there had to be at least four or five, and more than one pair of heels clicking against the sidewalk just outside of the alley.

"-Sworn I saw them come this way." A female voice said.

"Fucking Pinkie. Always gets to the good ones."

"Tell me about it! That chick was fuckin' smokin'! Damnit, I'm still hard thinking about her..."

"Oh really? Lemme see..." A different feminine voice this time. Pinkie pressed closer, more sensual than anything now. The sound of a zipper rang out in the oppressive silence of the night.

"Shit, Wayne! Save it til we get back, at least." Another zipper and a disappointed groan.

"Aww... C'mon, we ain't finding her. Let's get these two back." A playful yelp accompanied by a smack, and the five walked off slowly. Pinkie pressed tighter, her finger sliding out of Lily's mouth to be replaced by a set of soft, insistent lips.

"Fucking hell," She moaned softly. "I was holding out for some cock tonight, but I couldn't just pass you up." Lily grinned. Oh, she was going to have a surprise for Pinkie. Deciding now was a better time than ever, she took Pinkie's hand in both of hers, pushing it under the hem of her skirt and flashpants. Pinkie eagerly accepted the offer, but stopped when she felt the throbbing shaft lying in wait.

"You're a-"

"Shh. Go further." Lily insisted. Hesitantly, Pinkie slid further, along the base of Lily's shaft, past her sac, and against the underside of her crotch. There, just begging to be touched, was Lily's dripping pussy.

"Both?!" Pinkie fought to keep from screaming out, pulling her hand roughly from Lily's pants. Lily could do little else than nod with a coy smile.

"Damn right." Lily muttered, her hands rising to grasp Pinkie's heaving chest. She gasped and pulled back, but Lily followed, pressing against Pinkie when her back was against the opposite wall.

"I-I've never even... What about... How do you...?"

"Shut up and kiss me." Lily groaned, pressing her lips back to Pinkie's. The kiss was returned in earnest, Lily groaning as she pushed their hips tight together once more. Pinkie gave a slight, muffled "mff" of resistance before melting into the touch, their tongues wrestling for a few moments.

"L-let's get you home. Oh, this is gonna be a fun night." Pinkie groaned deeply, pulling Lily out of their hiding spot and into the street again. It didn't take very long before they slipped into the back door of what looked like a bakery. They were standing in a kitchen with shiny metal counters and lots of flat space, filled with pans, cooking utensils, and various other devices Lily didn't know the purpose for. One corner was dominated by three large, industrial-sized ovens.

"Neat." Lily said, smiling as Pinkie locked the door behind them.

"C'mon, I live upstairs." She was pulled by the arm up a creaky set of wooden stairs, down a hall, and into a bedroom full of pink, frilly decor. The bed seemed just big enough for two. "I usually share this house with the Cakes, who run this bakery, but they're out of town for a week. So we can be as noisy as we want." Pinkie started stripping her blouse and skirt off, revealing a curvy body. She had a bit of a tummy, but she wore it well. Her underwear was an off-white trimmed with pink, both bra and panties matching perfectly. She had a fairly large bust, one that jiggled and bounced more than seemed possible. Pinkie turned around, smiling at Lily.

"So..." Lily began, suddenly feeling slightly apprehensive.

"Strip." Pinkie said, smiling wide. "Show me the goods, sister. I've been waiting to see you naked aaaaaaaall night." Pinkie flopped back onto the bed, sitting up on her elbows as her wide eyes traveled up and down Lily's new, and probably favorite, form. Smiling wide, Lily pulled her tube top off, her breasts finally free of the tight, skimpy fabric. She probably had a corduroy mark, but that didn't seem to stop Pinkie from massaging her own breast. Lily threw the zipper on the side of her skirt down, letting the fabric fall around her ankles. Now, she was wearing just her flash pants and leggings, long ago having kicked her heels off. They were probably back at the party...

"Ooh... Sunava bitch, you look so good..." Pinkie moaned, slipping her hand under her bra to cup her own breast. "Come on, now... I'm still in disbelief you've got both a cock and a pussy. Let's see them." Lily turned around, smiling at Pinkie over her shoulder as she hooked the hem of the tight shorts and slowly drew them down her legs. She pushed her rear out, spreading her legs just enough that Pinkie could see the faint outline of the detail on her crotch, but not nearly enough to showcase everything.

"Like what you see?" Lily teased, smiling at Pinkie over her shoulder.

"Can't see much of anything." Pinkie pouted, pulling her bra off. Her breasts bounced for a moment as she sat up. "Come here and spread your legs, I wanna see what's down there." She patted the edge of the bed next to her. Lily obliged and slid onto the bed, still wearing leather leggings that clung to her toned legs from thigh to ankle. Pinkie slid to her knees on the floor, smiling as Lily spread her legs wide, baring her finely-sculpted lower half to Pinkie's probing gaze.

"Holy shit." Pinkie muttered. "I didn't get a good feel before, and I definitely didn't get to see it... But holy shit, you're a guy and a girl!"

"I like to think I'm just a girl with a cock."

"But you've got balls! I mean, do you cum?" Pinkie asked, her hands sliding up Lily's thigh, eliciting a shiver.

"From both holes, actually."

"You can squirt?!" Pinkie asked, her head popping up, eyes wide with disbelief. Lily nodded and smiled. "Just a bundle of surprises, aren't you? I mean, when you cum, do you cum, like, guy cum?" Lily raised a leg, draping it over Pinkie's shoulder and down her back.

"Why don't you find out?" She teased. That spurred Pinkie on, and Lily was surprised as her tongue automatically assaulted her feminine clitoris. A hand held her sac out of the way, exposing her pulsing, smooth, pink hole to the probing, curious tongue. She shivered and groaned, her head rolling back as the pleasure seeped into her form. Shivering and moaning softly, Lily found it hard to hold back that first orgasm. It had been a very arousing night, and all the grinding on the dance floor had her nice and riled up. Pinkie was something of an expert, it seemed, as her tongue moved from her clit to her hole, sliding in to press to several sensitive spots as well as flicking the delicious little nub of nerves and sensitivity. Shivering, Lily found it hard to even THINK let alone hold back.

"Mff." That slight groan shot straight through to Lily's senses. The vibrations made her twitch, and she managed to gasp just a few words.

"Gonna cum!" Flexing her abdominal muscles, Lily let loose. She wasn't very proficient at squirting, meaning she couldn't do it on will or even with any sense of regularity. But something about the way Pinkie was licking her drove her wild. She felt her sac contract as the throbbing shaft standing away from her body started shooting streams of thick, creamy cum into the air. These strands landed in Pinkie's hair, along her back, and on Lily's stomach. Her wet slip dripped and gushed, not really spraying liquid, but certainly emitting a fair amount. She knew she had stained the sheets, but she was so wrapped up in the blissful moment she could care less...

"Holy shit!" Pinkie said, pulling away from her crotch with a smile, her chin dripping clear release. "I mean, seriously! Holy shit! You... You came!" She reached a hand up to play with one sticky strand of cum in her hair, wiping her dripping chin with another. "Like, both of them, at the same time!"

"Toldya." Lily said, smiling down at Pinkie as her muscles relaxed at last. Pinkie licked the sticky cum from her fingers, moaning at the taste.

"Well, I can't resist anymore." Pinkie stood and stripped her panties off, revealing a full, curly bush of naturally pink hair. Or if it was dyed, it was straight down to the roots. Lily thought she could see some of the hair closer to Pinkie's pussy a little dark. Obviously, Pinkie was pretty wet. "What do you want first? Wanna lick me or fuck me?" Pinkie slid onto the bed, straddling Lily's waist, grinding her wet pussy against the underside of Lily's throbbing shaft. One of the benefits of being a changeling with four essences inside of you: Nearly limitless energy.

"Hmm... Can I at least get a taste of yours, since you tasted mine?" Lily moaned, smiling as Pinkie gently laid her back. She stretched out, smiling as Pinkie giggled.

"Of course, silly! Wouldn't be a fun night if I didn't get some pussy lickin' of my own in. Can I suck your cock while you do it?" Fuck, this girl was going to be the death of her...

"Pinkie, I wouldn't have it any other way." Lily watched Pinkie turn around and adjust, both of them laid out in the traditional '69' position. Just as Lily's hands slid around Pinkie's waist, her lips raising to the hairy, wet pussy above her mouth, Lily felt a mouth wrap around her head, giving her just a moment's rest before sliding ALL the way in. Lily gasped, feeling the back of Pinkie's throat pulse around her head before those lips started sliding up and down her pulsing shaft. She tried her best to return the favor, her tongue suddenly feeling clumsy and useless. Obviously, it wasn't... Pinkie's taste was much more funky than she was used to, but it fit the moment perfectly. Pinkie, in return for the pleasure finally being granted her, moaned into Lily's cock, sending shivers up her spine.

"Fuckin' a." Pinkie moaned, her lips popping off the shaft, her hand keeping the pace while she panted. "You're good at this..."

"Not even doing my best... You're making my head go all foggy." Lily managed to gasp, returning her tongue to the pussy just waiting for her.

"Here, I'll stop so you can really- Aahn!" Lily discovered a sensitive area inside Pinkie's tight, slick walls. "Focus..." Her hand kept moving along Lily's phallus, dulling the pleasure to a firm throbbing as opposed to the sharp, pulsating pleasure Lily got from Pinkie's mouth. She pushed her own pleasure to the back of her mind, focusing on getting Pinkie off for now. It didn't take a whole lot longer, and actually came as a surprise. She was revisiting the first spot she had discovered when Pinkie drove her hips down, forcing her pussy against Lily's mouth. Giving a muffled moan of surprise, Lily felt the walls contract, squeezing her tongue as Pinkie breathed out with a low, passionate grunt of satisfaction.

"Good?" Lily asked, nustling her face into the full bush of hair above her.

"Very good. Tickles when you do that."

"What, do this?" Lily buried her face into Pinkie's hair, rubbing it against her lips, cheeks, nose, and chin, laughing when she pulled away. Pinkie was laughing as well, holding an arm across her stomach.

"Y-yeah! Come on, let's keep going. I wanna see you cum again." Pinkie's hand stroked the throbbing shaft smoothly, her hips wiggling as she walked her way down Lily's prone form. Back turned to Lily's eyes, Pinkie adjusted the head of the throbbing cock in her hands against her wet lips, ever so slowly pushing just the head inside of her. Lily felt the ticklish strands of hair tease her shaft, making her fight laughter along with the pleasure.

"Easy, now." Lily moaned, arching her back slightly. "It's been a long time... I can cum at any given moment."

"Oh, don't worry about that." Pinkie smiled at Lily over her shoulder. "I can't get pregnant. You can cum inside me allllllll you want." With that, she dropped her hips, sliding Lily nice and deep. Not quite down to her shaft, she couldn't handle that much, but very nearly there. Lily's hands grasped Pinkie's ass, massaging the soft cheeks as the bubbly, happy young woman started bouncing up and down atop the hard shaft inside of her. Never one to disappoint, apparently, Pinkie slid her fingers up Lily's leather-clad thigh, under her sac, and against her center.

"What are you- AHN!" Pinkie plunged two fingers deep into Lily's nethers, swirling them around a little to stretch the tight walls. The polar opposite of Pinkie Pie, Lily was completely smooth, shaved. Her wetness from both the previous orgasm and general arousal flowed fast and free, not caught up by any hair. She also discovered something else about this form... The orgasms from her pussy were not tied to her penis... As made apparent by a firm flex and a veritable fountain of gushing release, she could cum from her vagina without having to release the pressure in her cock. Pinkie giggled and kept riding, soon enough drawing a second orgasm from Lily's other, more hard sexual part.

"So close... Come on, just a little bit more... I'm gonna... CUM!" Pinkie Pie twitched atop Lily, her back arching as she flexed, squeezing the last few oozing drops of creamy cum from Lily's throbbing manhood. Now, when her back was turned, Lily pulled Pinkie's essence out, noting the vibrant pink color before tucking it away in her chest, which was now heaving with exertion.

"Fuck." Lily panted. If she were normal in any sense, she'd be tapped right about now. But when she saw Pinkie pull a double-sided dildo from the nightstand, she knew this night wasn't even close to being over.

"So, I just got a thought." Pinkie smiled, sliding off of Lily's pulsing member. She hoisted the formidable dildo, as if testing it's weight. "If you put this in your pussy, you'll pretty much have two cocks." She demonstrated by sliding one end into Lily's wet vagina, easily plunging it deep inside of her. Bigger than the two fingers she had had earlier in the night, Lily gasped at how it spread her apart. "Look at that... Two cocks, and lookie here..." Pinkie ran her fingers past her wet center, to her tight, puckered rosebud. "Two holes... Do you get where I'm going with this?"

"Oh... Oh! Pinkie Pie, you dirty little thing..." Lily smiled, flexing her walls around the dildo inside of her. It twitched from the pleasure. standing straight up alongside her pulsing member like two flagpoles.

"Here, let me lube up... You wouldn't think it, but I've got a really tight ass." Pinkie shuffled around in her nightstand, obviously pushing a multitude of other toys aside in her search for a bottle of lube. Producing it with a flourish, Lily noted it was well under half-empty. Fucking hell, was she just some insatiable being of pure sexual thrills?

"Want me to?" Lily asked, sitting up carefully.

"Would you? And make sure you get your dick, too." Pinkie handed the bottle off and settled on her knees, pushing her ass out so Lily could get her ready for what was to come. Lily spread a good amount onto one of her fingers. rubbing it up and down the soft pucker of Pinkie's ass. She pulled it away and applied more before pushing it into her rear, doing that twice. Then she dripped a long stream onto her pulsing cock, rubbing the lube in nice and firmly. Tossing the nearly-tapped bottle aside. Lily settled on her knees behind Pinkie. One hand resting on her throbbing member, the other on the ready dildo. Lily slowly guided them both in. Pinkie helped guide the dildo into her wet pussy, but it was up to Lily to put pressure on her ass.

"Oohh..." Lily groaned, feeling the slick rosebud open to her head. Moving both at the same time, Lily gently slid her cock into Pinkie Pie's ready, waiting ass.

"Aahn! Fuck!" Pinkie gasped, both her hands falling to the wet, cum-stained sheets. Lily felt the dildo pulse inside her own center, and the rosebud wrapped around the front half of her cock flexed as well.

"Did... Did you just cum?" Lily asked, pausing in her advance.

"Fuck yeah, I did!" Pinkie smiled back at her, bubbly despite the recent orgasm. "Don't stop, keep going! Seriously, I can cum like, a ton! And if you cum, pull out? I don't mind it in my pussy, but cum in my ass creeps me out. Just shoot it on my back or something, okay?" Damn, she was taking this very well. Lily had no idea her new form would be so well-liked. Smoothly, she slid the rest of the way into Pinkie Pie, filling both her holes with plastic and flesh. Her Sac was pinched between the dildo and her shaft, one ball on either side of the plastic. She moved gingerly, careful not to squish them, but still giving Pinkie some pleasure.

"Oh shit, this is good..." Lily groaned, feeling the pleasure course through her veins. She settled into a smooth, easy pace, finally catching on to the subtleties of, essentially, fucking two holes simultaneously. She would dip her hips down, which would in turn push the dildo in further, or on the other end, she'd lean forward if she wanted to go deeper into Pinkie Pie's rear. She switched between the two now and then, almost certain that Pinkie came at least once more. Her own orgasm was slowly creeping forward, getting nearer and nearer...

"Miranda! I'm- I'm gonna cum again!" Pinkie groaned, her hand quickly rotating her clit.

"I'm really close, too! Hurry!" Pinkie came right then and there, her legs shaking as she, reluctantly, fell forward. Lily felt her cock and the dildo spring free from their respective holes, freeing her up to stroke the throbbing shaft. Pinkie rolled onto her back, giving Lily her target. Inhaling deeply, Lily held her breath as she started to cum. Watching the slit at the tip of her shaft, she saw seven thick strands shoot out, the first hitting Pinkie almost square in the eye. The rest fell in between her open mouth and stomach, the last few drops oozing out to land on her curly, bushy hair.

"You came in my eye!" Pinkie laughed and tried to sound angry at the same time, wiping the sticky solution out of her eyelashes.

"S-Sorry!" Lily stammered, her hands fretting over Pinkie's clogged eyelid.

"For fuck's sake, how did you get it in my eye?! I'm not mad or anything, but jeez! You got a cock jizz-cannon!" She laughed, her stomach twitching uncontrollably as she giggled underneath Lily. She couldn't help but laugh as well, gently sliding the dildo out of her pulsing, aching center. Laying it on the stained sheets, she slid a hand over Pinkie Pie's tummy, relaxing the laughing, cum-covered girl.

"So sorry I came in your eye. Come on, we need a shower. Where's your bathroom?"

"Across the hall." Pinkie, said, pointing. Lily helped her up and guided her there, still giggling at the whole situation. Once inside the shower, she turned the stream on nice and hot, joining Pinkie as they scrubbed, kissed, and teased. Feeling refreshed and renewed, relieved that she had had such an intense experience, Lily dried off and helped Pinkie change the sheets on her bed before stretching out.

"That was fantastic." Pinkie muttered, stretched out naked next to Lily on the sheets. "Like, seriously. I've had plenty of good fucks. But that was probably top of the list. Both my holes filled by one girl? Not everyone can say THAT." Lily turned her back to Pinkie and tucked close, the two of them spooning gently. "Seriously, where did you come from?"

"Trottingham." Lily said, yawning. She felt pretty damn tired after a long night of dancing, fucking, and fun. The sun was coming up through the window, leaking around the white, frilly drapes.

"Hmm. Never been there." Pinkie yawned herself, nuzzling in against Lily's neck. "Stay the night, Miranda?" She asked tiredly. Lily nodded and pressed back against Pinkie, relaxing into the soft, warm hold.

"Be here 'til morning." Her words fell on deaf ears, as Pinkie Pie was already slumbering. Smiling at her own relief as well as the success of a fifth essence, Lily slipped off...

Into the worst nightmare of her entire life.

"Chrysalis." Lily said to the glowing mirror. The image of her queen showed up soon enough, frowning.

"Liliana..." The way she said her name sent shivers up Lily's spine. "What have you to report?" Lily swallowed hard, preparing the report she had been readying the past three days. Since the episode with Pinkie Pie, waking up a mere four hours later, drenched in a cold sweat and shivering, she hadn't gone outside. Twice in three days she had peeked out of the window, and both times she noticed Ajax, first in a thin, wispy little form, and second in a large female Avian. She started explaining her success with Pinkie Pie, and finally arrived at the question she had been choking on all this time.

"Why did you send Ajax?" She asked. Chrysalis was quiet, her expression stone-cold and stoic for a long while. Finally, the queen answered.

"In case you failed."

"Bullshit." Saying such a thing to her queen would have had her killed, were she anyone else. "You know I never fail. Why did you REALLY send Ajax?" More silence. Obviously, Chrysalis was upset at being called on her bluff, but she was more outwardly... Worried? No way... Chrysalis never worried... Never even once. But this expression was entirely alien to Lily.

"Don't worry about that. Liliana, I want you to return immediately with the five you have now. You've done your assignment perfectly, and now I want you here. Soon, Ajax will return with the essence of Twilight Sparkle, and we will make our move on Equestria once more." Lily's brow furrowed. Why say she sent Ajax in case she failed, then switch it to Ajax getting the last, and most important, essence of all? It didn't make sense... Unless...

"You're afraid I won't turn over all six essences." Chrysalis' eyes widened in fear, and Lily knew she had struck home. "That's it, isn't it?! You're afraid I'll use their power against you!" Lily stood up, mirror in hand, fuming now.

"Liliana! Stop your nonsense right-"

"NO! I've had enough of this questioning my loyalty! You know above all else I'm yours to command. Always have been, always will be. I will gather the last essence, and I will return them ALL to you faithfully! Then, Elements of Harmony in hand, you and you alone will take back Equestria. That was the plan. That was my assignment. And I plan on carrying it out!" She paused, her chest huffing. She realized she had changed to her changeling form, and a quick glance to a nearby mirror confirmed she was, indeed, plain old Liliana. An afterthought struck her, and she fixed her gaze back on the mirror. "If Ajax gets in my way again, I will destroy him. You tell him to come back to you now, or I'll make sure he returns to you, dead." With that, she snuffed the magic on her mirror, tossing it on the bed and breathing out smoothly.

Had she really meant it? Would she return the essences to Chrysalis? Thoughts raging through her head, she let them leave, her mind go blank, relax... She padded over to the tall mirror, looking her entire body over. This was Liliana. High-ranking changeling lieutenant. Gray hair that hung down her back, the signature holes in her arms and legs... Dark, midnight-black skin. Removing her clothes, she noted the marked lack of genitalia. Even her breasts were perfectly smooth. Changelings had no reason to procreate, were made through other means... They only gained definition when they changed... She looked her entire, ugly form up and down several times.

Is this really me? She wondered. This faceless, genderless being of hunger and lust? Her hand raised from her side, the mirror image copying her until their fingertips met on the surface of the glass. She changed to her human form, smiling at the all-too-familiar face of Lily.

Or is THIS me? Her hand dropped, her eyes taking in the human form, complete with definition. Am I Liliana, lieutenant of the changelings? She flashed back to her changeling self. Or am I... She shifted back once more. Shoulder-length, curly red hair. Clear blue eyes. A moderate, gently curving bust. Trimmed pubic hair. Most importantly...

Human.

Or am I Lily?

-=EDIT=-

More changes to "God" and "Jesus" in this story. I realize now why I had so many issues with the color of the essences. This chapter is devoid of any reference to the color of Pinkie Pie's essence. I left it that way, but only because I haven't read the sixth or seventh chapters through again. I may re-visit this and put it in for clarification, but aside from that, there were few grammatical or attribution errors to be had. A decent clop with a pretty twisted kink of mine, and plenty of story development. It was this chapter, specifically, that inspired me to write Maggie's separate story.

Twilight Sparkle

----------- Chapter 6: Twilight Sparkle -----------

Or am I Lily...? That question echoed through Lily's mind for the next month. She worked hard, trying her best to forget about Ajax, Chrysalis, and the morality dilemma that threatened to sap her very sanity. She heaved a sigh one day around Maggie, who shot her a concerned glance. Lily waved it off, though she did share the story of her exploits with Pinkie. Censoring the part about her having, well, a cock, but sharing instead a story of a double strapon and filling both holes simultaneously.

"Ick. I never cared much for anal myself." Maggie said one day while they painted a hallway. "Some guys can't think about anything else, though. I went a good five years without ever doing it until one day with Benjamin..." Her eyes misted over and her hand paused with the brush, and Lily knew she was in for a story.

"Go on," She urged, leaning against the non-paint wetted wall. "Tell me about this Benjamin."

"Wellllll... You know when you meet that special someone you think you can settle down with, but ends up being a total ass in the end?" Tell me about it. Lily sighed, remembering how she felt for Ajax way back when. "Benjamin was that. I mean, the whole stereotypical package. Kind, caring, sweet, loved all my friends... Never mind he could fuck like an animal." Lily watched a shiver run up Maggie's spine. She waved it off and continued. "We were going strong for a whole year. Mind you, that's about as long as I can stick to one cock before Ben came along. But after a whole year, we were still just as fascinated with each other as ever." Maggie leaned against the wall next to Lily, probably deciding it was time for a break as well.

"But then...?" Lily urged her on.

"... But then something changed in him. We went to this party, got a litle drunk, and ended up in some small, cramped back room. These guys busted out blow. 'Is that cocaine?' Ben asked, and I felt this tightening in my chest. Mind you, we're both pretty high and tight by now. We all did a line and got happy. Four guys, one girl, drunk and high, damn right we fucked." Maggie sighed and slid down to the ground next to Lily. "But... I can't handle four rods with just mouth and pussy. Ben got behind me, told me to relax, and went on in. No big deal. New experience, right? I mean, it felt okay, just... Different was all." Maggie shook her head, lowering her voice a little. Lily leaned closer, listening intently.

"He changed after that. Ben just wasn't Ben... He started spending more and more money on blow, we'd get high for days, weeks on end. We both quit work, stayed home and blew the last bit of our money on drugs and alcohol. When we ran out, we started getting the fits. Withdrawl symptoms. He got edgy, would only do me in the ass anymore. Then he wouldn't do it at all... He got sick of me, started whoring me out to his friends for money or drugs." Maggie turned two big eyes, brimming with tears to Lily. "Don't ever do drugs, Lily... They fuck you up good." Lily slipped an arm over the frail, wasted shoulders of a sobbing Maggie, pulling probably the one friend she had in Ponyville... Nay, in all of the world, tight to her side. As Maggie cried long and hard, Lily's own thoughts began racing again. In an attempt to distract herself, Lily asked a question, one she was really not expecting the answer to.

"Maggie... How old ARE you?" She asked. Maggie sniffled and looked up at Lily with brimming eyes.

"Lily, you wouldn't believe me if I told you."

"Come on. You can't be that old. What, fifty? Sixty?"

"Wow... Do I really look that old?" Maggie asked, pulling away gently and standing above Lily. "Please, don't think less of me, Lily. But I'm only thirty-five."

Silence.

Dead, ringing silence filled Lily's ears. Her heart hammered against her ribcage, and she felt tears of her own fill her eyes.

Thirty-five and she looks like she's sixty... Gray hair and everything. Lily lowered her face into her hands, crying both out of embarrassment and pity. She felt an old, long-fingered hand rub her shoulder blades gently.

"I told you, kiddo. Drugs fuck you up bad."

"I'm so sorry!" Lily stammered, the wracking sobs making her shoulders shake, her knees grow weak. "I-I didn't know!"

"Hey, hey, it's okay. Come on, now. I hate to see a pretty face like yours cry." Maggie gently lifted Lily's chin, wiping the tears away. "For what it's worth, you're only the third person I ever told my real age to. I usually just tell everyone I'm about fifty-five, sixty. They believe it, too." Maggie heaved a heavy sigh, most definitely not the first or last associated with her poor condition. Lily sniffled as Maggie's finger wiped away her tears.

"S-still... I'm so sorry you had to do that." Lily gently wrapped her arms around Maggie, burying her face into the joint of her shoulder and neck, crying some more. Maggie hugged her back, smiling as she patted Lily's quivering back.

"Please, for the love of all things holy, would you stop crying? Come on, we need to finish this hallway. Then we can both take a shower and relax for the afternoon." Maggie pulled away, her hands on Lily's shoulders. "And be thankful I trust you enough to share this with you. If anyone else had asked that question, I'd have told them to fuck off." Lily smiled and gave a nervous, short chuckle at that, wiping her puffy eyes free of tears and setting in on the wall again.

That day with Maggie had tweaked something inside Lily. Seldom had she ever cried before. The last time had been when Ajax had ripped her heart out and stepped on it as he walked away. The time before that, she had been a child and had hurt her leg. And before that, was probably when she was an infant. How could someone she wasn't supposed to care for, someone who was supposed to be her enemy, make her cry? She pondered over that for a whole week, gnawing her lip. Seriously, what she would give for a good book to lose herself in... That had been one of the benefits of disguising herself as one of Cadence's personal bodyguards. During her free time, she could go to the Royal Canterlot Library and read. Reading had really been her one escape from the stresses of everyday life. Not to mention she had learned a fair amount. Deciding it was about time she hunted down the Library in Ponyville, Lily took her weekend to explore the little town.

To her surprise, she couldn't find a library anywhere... Seriously, nowhere! Finally, she got up the nerve to ask someone, who pointed her in the direction of a tree, supposedly a house, near the town's edge. Giving a hesitant thanks to the person directing her, disregarding them as crazy, Lily decided to at least check it out. Rounding the block, she stopped and blinked.

"Holy shit." She actually said it. "That... Is a tree house." Not like the tree houses children made, acting as forts and temporary sleepover pads, but a legitimate HOUSE... Built into a tree. Or grown into. Whatever it was, she couldn't decide. one rather square-looking branch growing out of the tree just above and to the left of the door had a picture of a book and a quill printed on it. Maybe this WAS a sort of library... Hesitantly, she approached the house and knocked on it. She took a moment to adjust her curly hair around her face, breathe deep, and adjust the sweaty t-shirt around her waist. Were her shorts too short? No, they were fine... After a short while, and in the middle of a sudden, meticulous lint-liberating spree, the door was opened by a short boy, no older than thirteen, but with vertical pupils. Lily blinked.

"Can I help you?" He asked, his tone surprisingly human.

"Uuh... I was looking for a library..." Lily said at last, staring him straight in his oddly reptilian eyes.

"Right. Come on in." He scampered away, leaving the door open for Lily to step in. The tree home was surprisingly warm, the entire circular ground floor stacked high with books and scrolls. They were carved or grown straight from the warm, wooden walls of the tree, and jam-packed with a ton of books, across all subjects. Everything from advance magic theory to fiction novels and reference books for wild animals. Lily couldn't help it. She pulled one book out titled Stargazing: An Advanced Guide and proceeded to read the introduction.

"That's one of my favorites." The voice caused Lily to jump, the book fumbling in her hands before falling to the floor with an audible thump.

"Aah! Jeez, don't scare me like that." Lily laid a hand over her thundering heart, giving an exasperated breath as she turned to look at the owner of the voice. Lo and behold, the one and only Twilight Sparkle stood behind her, stooping over to retrieve the fallen book.

"Sorry," She chuckled, smiling at Lily as she handed her the book back. "I guess you didn't hear me come downstairs. I just wanted to see what you were reading before I said hello. My name is Twilight. Twilight Sparkle. I'm the sort of de-facto librarian around here." She gestured to the massive collection lining the walls.

"Right. I've... Heard about you around town." Her suspicions were true. Twilight, last of the six she required, lived in a part of town she had never been, in a house she never would have suspected, and was probably a shut-in that didn't get out a whole lot. Thank goodness for nagging hunches that made you go out of your way. She thanked the powers that be for her good fortune in discovering so many of her targets by accident. Like running into Rarity at the spa, or Fluttershy out in the forest. Stilling her beating heart, Lily introduced herself truthfully. She was already formulating a plan for this bookworm, one that she had a feeling was going to work out very well...

"So, can I get you anything in particular, Lily?" Twilight asked, gesturing around to the room full of books.

"I honestly just came to browse... I've been in the mood for a good book, and I couldn't find a traditional library anywhere in town. Who'd have thought I'd find it in a... Well, a tree?" She chuckled and looked around, spotting the young boy from earlier. She stepped closer to Twilight and lowered her voice a little.

"If you don't mind my asking, what's up with him?"

"Who, Spike? He's a dragon. Hey Spike, show Lily." She said, turning. The boy, in the blink of an eye and a flash of bright green flame, turned into a dragon before their very eyes. Much smaller than the legendary creatures Lily had only read about in passing, the juvenile dragon stretched before her eyes. Lily blinked in disbelief, watching as Spike arched a scaly eyebrow at her.

"She alright? Looks kinda dumbfounded. I thought everyone around here knew about me?"

"Yeah, I thought they did too..." Twilight mused, turning her gaze to a still-shocked Lily. "Now that Spike mentions it, I haven't seen you around here at all. Are you new?" Lily managed a soft nod, tearing her gaze from the dragon in Twilight's home.

"Y-yeah... Well, no, not entirely new... I've been around Ponyville for about... Hell, has it been ten months already?" She asked, her thoughts going all the way back to the first day in town with Fluttershy... "Yeah, about ten months months... For a small town, though, I guess you could say that's pretty new." She chuckled, watching Spike turn back into a human with a flash of green flame. His reptilian eyes glowed for a moment before he went back to pulling and rearranging books on the shelf.

"Well, sorry for the delayed welcome, but yeah... Welcome to Ponyville. Always nice to meet a fellow intellectual. So... I guess I'll just leave you to browsing, then?" She asked, cocking her head to the side gently. It was only then Lily got a really good look at Twilight. She had to blink a few times before she saw it. Sure enough, Twilight was pale skinned, slender, but not too thin. Her long, flowing head of hair was a luxurious, deep purple with a stylish streak of deep pink through it. It hung really low, stopping in the small of her back. She wore her bangs low, just above her flashing, intelligent purple eyes. Today, she was wearing a loose-fitting sky-blue blouse and long, tight jeans that flared out at her calves, stopping just above a pair of purple slippers. She was a picture of beauty, slender hips giving way to a fit core and sexy hips, nice thighs, and a decent bust to boot. Lily was probably only a cup size bigger than her. She sported a decent 36C, while Twilight had to have been a 32 or 34...

"Hey, eyes up here." Lily shook her head, and realized she had been staring for the past goodness-knows-how-many-seconds. Flushing embarrassedly, she shook her head and gave a nervous laugh.

"Sorry! You've just got this style... I don't know if you know her, but my sister knows this girl Rarity, she'd love your clothes."

"Rarity's a close friend of mine. She actually gave me this blouse." Twilight lifted the hem away from her hips, and Lily smiled as she caught just the slightest peek of pale flesh above the low-riding hem of her jeans. "I thought you were... You know... Staring for other reasons."

"No, no, don't get me wrong! You're incredibly beautiful... Just... Yeah." An audible groan came from Spike by the bookshelf, who shuffled away into what Lily guessed was the kitchen. Twilight gave a light blush and rubbed her arm with the opposite hand.

"Right... Well, I'll leave you to it, then. Spike can check your books out... I have to... Um, get back to studying."

"Right. Sorry." Lily groaned inwardly, fearing she may have ruined her chances with Twilight. Her last target ascended the curving steps carved out of the tree up to what Lily guessed were the living areas inside the tree. She disappeared over a balcony, leaving Lily alone in the warm, wooden-smelling library. Heaving a soft sigh, Lily busied herself with what she had actually came over for, picking out two more books to go along with Stargazing: An Advanced Guide. Spike padded over to a ledger on a stand near the door and jotted down her name, address, and the three books she was checking out.

"They're due back in three weeks, or you can just stop by and let us know you're keeping them for longer. Twilight's pretty generous with her books. Need a bag?" Those eyes were both threatening and enchanting at the same time... Lily shook her head and held the books close to her chest.

"No, I'm fine. Thank you, Spike. I'll see you around, I guess."

"Yeah, see ya." Lily left, walking fast until she was out of sight from the house before leaning against the wall. Twilight was hard-to-reach. She didn't respond to flattery very well. Not very social at all... Crap, this was going to be tough. The only way she could possibly get close to Twilight was... Yes, that should work... It'd need some doing and a little forgery, but Lily was beginning to form a plan... It'd work.

It had to work.

Two weeks later, Lily told Maggie she was quitting. Over tea, the heartbreaking conversation was almost too much to bear.

"I really hate to see you go, Lily..." Her one friend admitted, pouring another cup of steaming liquid.

"I'm so sorry, Maggie... I really am. Just... I know it isn't the best way to leave, but it's really complicated."

"It isn't about Ajax, is it?" The mention of his name reminded Lily she hadn't seen the spiteful ex of hers in a long while... Not since that week she spent pent-up in her room, not talking to anyone. She shook her head and sighed.

"Not really, no... I mean, it's bad that he knows where I am again. I've been trying to get away from him for a year now... But I need to go back to Manehattan... It's my family, you see..." Lily had prepared this lie well beforehand. She put on an act of gathering her thoughts, letting the silence stretch for a while.

"I know your father was having some health troubles a few months back. It isn't about him, is it?"

"Well, actually..." Maggie may have appeared old, but Lily had to kick herself to remember she was only thirty-five... And apparently still as quick-witted as ever. "It is. I hate mentioning this to anyone, but I feel like I can trust you. My real name is Liliana Orange."

"Wait... You're part of THE Orange family?" Maggie interjected.

"Yeah..."

"Shit, I can see why you wanted to get away." Maggie sat back, still holding her cup of tea. Lily sipped at her own.

"It's... It's getting pretty bad out there. I had to get away, all the backstabbing and plotting... I don't even have a share in the family heir, but for legal reasons, I have to be there when his will is read. That, and... Well..." She put on yet another act, pausing as if her thoughts weighted heavily. "I... I may have more of a share than I thought. My sister is wrapped up in this scandal with her ex-husband, Marcus Sunrunner. If it's true, she could lose her share and it'd go to me instead. Normally, I'd just lay low out here and skip showing up to the will, but if there's any part of the family fortune coming to me, I need to make sure it's used properly, and not abused, and, and... Oh, Maggie, I don't want to leave!" She didn't have to fake the tears as she broke down. She really didn't want to leave. Ponyville really had been one of the best things to ever happen to her in her entire life... Chrysalis sending her here had been a blessing. Nevermind it was to steal essences that would eventually orchestrate the downfall of all of Equestria, she had enjoyed herself. For once. Truly, fully enjoyed her life. She lost count of the times she could have legitimately forgotten all about being a changeling and just... Keep living here.

"Hey, hey. Come on, you know I hate it when you cry." She really had been doing too much of that. She sucked it up with a few sobs, wiping her eyes. "Listen, things happen. I'm glad I had the time with you that I did, Lily." Maggie scooted into the chair next to Lily, wrapping her arms around the sniffling girl's shoulders. "You've been a blessing on me, and this place. Honestly, I thought I was gonna go under. But your renovation and hard work brought in new tenants, kept the money flowing. You helped me get by. I'm gonna be sad to see you go, but please know that because of you, I can keep my head above the water for a lot longer now." Lily leaned into her, melting into the comforting embrace.

"Thank you, Maggie. For all your kindness. I'll never forget you, and I swear, I'll write every week."

"Don't worry about it, hon. I probably wouldn't write back. Can't sit still long enough to focus on the paper, y'know?" Maggie teased, rubbing her shoulder. "Come on. I'll help you pack your things."

"No... Don't..." Lily stopped herself. "I've... I've got a home in Manehattan. I'll take the clothes and everything, but... But the furniture has to stay. Keep it for the next person to rent out that apartment."

"Are you sure?" Maggie asked, eyes widening at Lily's kindness.

"Yeah... When I ran off, I had nothing but my clothes and my wit. But that was only because I didn't want all the shit bought with that money on my consciousness..." Lily sighed in a depressed sort of way. "I'll be fine... Next train to Manehattan leaves tomorrow morning." She looked out of the window at the waning sunlight. "I guess... This is goodbye?" Lily looked at Maggie, both women's eyes now brimming with tears. A soft nod and a gentle embrace later, Lily was out of the door, down the hall, and into her own apartment. Saddened beyond measure, Lily fell asleep almost immediately, still fully clothed.

Tomorrow was going to be a hard day.

She woke well before the sun rose, the birds chirping in the early, cold morning air. Her clock betrayed the time as 4AM, and she still had a lot to do. As promised, she left the furniture behind, but she started throwing all of her clothes into black plastic bags. Memories and personal belongings thrown into three separate bags, Lily opened her door and tossed them out into the hallway, her mind racing to see if she forgot anything. The only thing she didn't pack was the mirror, safely tucked into the pocket of her baggy jeans. Anyone seeing her now would mistake her clothes for a man's. But that didn't matter, as she was going to be a man soon enough... Just as he was about to close her door, an alien clicking sound stopped her.

There, on the outside knob of her apartment door, hung a chain with a charm dangling at the end. Picking it up, she held the delicate chain in her fingers, looking at the elegantly-crafted, simple heart-shaped charm hanging on the end. Next to it was a tag that simply read 'Thanks.'

"I wouldn't thank me yet." Lily moaned, leaving with three bags in hand.

Depositing the bags in a donation box next to a thrift store, Lily made her way across town to Twilight Sparkle's home. It was just now getting to be daybreak, the sun rising over the apple tree-covered hills outside of town to hit Lily right in the face. She squinted and ducked into a dark alley, taking a moment to change her form. This time, she picked an unassuming male Magi, tall and toned, now wearing the jeans and button-down shirt she had been wearing that morning. her hair was short, hardly three inches long, and fell naturally around her face. A highlighted mix of brown and blonde, it felt shaggy and natural. Felt good. Peeking into her pants, she made sure her length was moderate, not too long, not too thick, just right. Average. Good thing she had the experience to back unassuming physical looks. Setting out once more, she made decent time to Twilight's house. One thing she had taken with her was a messenger bag, stuffed with stationary equipment, the map she had marked earlier, all the cash from her account opened when she started working with Maggie, and the mirror from Chrysalis.

"What can I get you?" The waitress asked, smiling at Lily.

"Just an omlette, please. Extra onions and mushrooms." She had stopped in at a small cafe a few blocks from Twilight's, deciding to treat herself to breakfast while she waited. The food was ready soon enough, served on a steaming platter with a side of hashbrowns. She doused these in hot sauce, a delicacy she had come to enjoy quite a bit since she moved into town. Setting in on her food, she propped open a notebook and started scratching notes on the first page, using a thin thread of telekinetic power. All Changelings had a modicum of magic, though most struggled to lift the smallest rocks. Lily was blessed with a natural talent, though she couldn't do anything more than lift and move things. What a normal Mage would consider laughably easy, Lily struggled to accomplish. Though, the only one who surpassed her that she knew of was Chrysalis herself, who could cast quite a few simple spells. Lily could only cast one spell, and that was one to turn water into honey. Pretty damn useless. Still, if she was going to be around Twilight Sparkle, who was renown for her magical ability, she was going to have to at least use her telekinesis often. No better time than the present to start brushing up.

The meal was delicious, and left her with enough room for a piece of pie afterwards. She tipped heavily and left shortly after 7AM, deciding now as as good a time as any to start the final leg in her plan. Spike answered the door, peering questioningly up at Lily, now changed into a male Magi.

"Can I help you?" Spike asked in a sort of what-the-hell-are-you-doing-this-early sort of tone.

"I need to speak with Ms. Sparkle. It's extremely urgent." She said, pleased with the voice match she had made.

"What about?"

"I told you, it's urgent. I wouldn't expect a juvenile dragon to know about Magellan."

"I know about Magellan." Spike stated simply. "Been dead for years."

"Right. I'm a student of his. Well, was, anyways. But Ms. Sparkle has in her collection some very valuable books I need to research. May I speak with her directly?" Lily peeked over Spike's head into the warm home.

"Uuh, I guess. Hang on. I'll go get her." Spike excused himself and left Lily there, staring at a shut door. Disappointed she hadn't been invited in like last time, Lily started pacing back and forth, her messenger bag thumping against her leg in time with the swishing of denim. The door opened again, and Twilight, obviously dressed in a rapid fashion, looked Lily's new form up and down.

"Spike tells me you're a student of Magellan's, huh?" She asked. "Who are you?"

"My name's Tobias Woodsworth." Lily said, rather enjoying the name she had picked.

"Tobias. Never heard of you before."

"As you know, Magellan wasn't based out of Canterlot, like many famous intellectuals. I've heard of Celestia's star pupil before, but since I come from Trottingham's outskirts, I'm not surprised you haven't heard of me." Twilight just blinked.

"Not a lot of people know that much about Magellan. Since a wing of the Royal Canterlot Library is named after him, many assume he lived there. You're right, though, he hails from Trottingham. Or rather, did, until he died from cancer-"

"AIDS." Lily corrected. "Not cancer. Among other things, Magellan was a sexual deviant and a crackhead. Brilliant, but high half the time. It was in his will that his obituary be changed, lest his reputation be ruined posthumously." Twilight blinked again.

"How do you..."

"As I told Spike there, I'm a student of Magellan's. Was. Still am. It's complicated. Look, can I see your collection or no?" He said, standing on his tiptoes to look over Twilight's head into the library. She had been there just yesterday as Lily to return the books checked out, and to make sure the tomes she needed as Tobias were still there.

"Uuh, yeah. I guess. S-sorry, I didn't believe you when you said..." She started stepping aside, but stumbled back as Lily brushed past, grumbling about ignorant children.

"Listen, I don't know who you think you are, barging into my ho-"

"You really DON'T know who I am, Ms. Sparkle." Lily said, turning back on her with fire in her eyes. "But I know who you are. Twilight Sparkle, star pupil of Princess Celestia, wielder of the element of Magic, banisher of Discord, and all-around nerd! I've been hunting down some VERY specific books for well over seven years, ever since my master and teacher died, and I would VERY much appreciate your cooperation on this matter." Twilight, for the third time that morning alone, just blinked. Lily sighed and pinched the bridge of her nose, groaning inwardly.

"Sorry," She muttered. "Please, just understand, I've been travelling all over Equestria for many, many years trying to finish my master's work... A small, smoky boutique in Las Pegasus pointed me here, but I couldn't travel here without going to Canterlot first, where I was frisked by security. They took almost everything I had with me. They left my cash, notebook, and bag alone, but all my other luggage and research was taken. It's all up here," Lily tapped her head. "And I need to get it down as soon as possible. Please, may I be allowed to peruse your books?" That seemed to relax both Twilight and Spike, the latter advancing to lay a gentle hand on Lily's arm.

"Stay as long as you need, Tobias. If you need help with ANYthing, let me know..." Lily thanked the powers that be Twilight was so understanding. Not to mention kind... And gullible. "Spike, could you please make up the guest room? Move my telescope back up to the balcony outside my room, I'm done surveying the western horizon. Thank you, buddy." Spike scampered along, obviously happy to be left to his own devices and an objective. Twilight turned back to Lily, who was rummaging in her bag for the envelope stuffed with cash.

"I can pay you for the room and board," She started, but Twilight cut her off.

"Don't worry about it, Tobias. It's exciting having another student here. If you really want to pay me back, let me copy your research notes. I just started reading about Magellan myself, so I'm interested in his work." Lily smiled and waved her off.

"I can at least pitch in for food and whatnot. But to be honest, Magellan didn't teach me in the field of his own research. I was studying genetics under him. At the time of his death, Magellan was focusing on Astrology and Astrophysicism. He kept a lot of his notes in his head, much like I have had to, so I've been studying his charts and equations. How he came up with them is almost pure speculation. I have to build into his theory backwards, almost. All the while trying to advance my own research on genetics and ancestry, it's very difficult. Honestly, after seven years, I'm maybe halfway complete." Lily sighed and pinched the bridge of her nose once more.

"Listen, I've a knack for astrology myself. I am Celestia's student, after all... Maybe I can help out?" Twilight asked, her tone sincere.

"That," Lily smiled. "Would be most welcome. Thank you."

"Right, then. All of my Astrology books are in this section here." Lily followed her to one part of the carved-out shelves. "And right now, I'm afraid you've caught me at a bad time. My hair has to be a mess. Ugh." She ran a hand through her tangled head of hair, inhaling through her teeth as she caught one particularly nasty knot. "I'll be back momentarily, alright?" She padded away, barefoot still, and up the steps out of sight. Lily grinned and turned her attention to the books before her. Everything was going smoothly... So far.

"Anything?" Twilight asked, her voice close to Lily's ear.

"Nothing." She muttered, thankful her eye was glued to the telescope rather than able to look at her partner.

"Right... Four-fourteen AM, no notable changes." For the past two weeks, Lily had stayed in Twilight's house, conducting 'research' that was really just her scribbling notes from the books she read in a notebook. Twilight was a night owl, staying up late and sleeping well into the afternoon, whereas Lily kept a sleep schedule that was somewhat normal. Slowly, though, she started staying up later and later, getting more accustomed to the night. By now, she was staying up until the sun rose and sleeping into the evening. She and Twilight slept at much the same times. Apparently Spike was able to handle a lot of the library business on his own, though Twilight handled it after she woke up, freeing the juvenile dragon up in the afternoons to go do whatever it was juvenile dragons did. Lily heard he went hunting for gems in the hills. Apparently, they were his main diet. Odd creatures, dragons...

"Ugh." Lily pulled her itching eyes away from the telescope, rubbing them with her fingers.

"Tired?"

"Naw, just... Don't have the vision for astrology. Always hated staring through telescopes for hours on end. Makes a person feel like they'd go blind." She muttered, blinking to work up some tears.

"I have some eye drops if you want them," Twilight said, getting up from the chair she had pulled up next to hers in the guest bedroom.

"That'd be lovely." Lily smiled at the blurry sight of Twilight walking away, only slightly disappointed she couldn't get a good look at the magi's twitching ass. Why did she always wear tight pants? With a sigh, Lily went over the chart they had been studying, a discovery Lily had made the week prior. It had Magellan's signature on it, so Lily had started comparing the position of the stars on the chart with those in the night sky, trying to pinpoint exactly where Magellan had left off... Twilight returned shortly, shutting the door with a tender touch, as Spike was asleep in the room just across the hall.

"Here, sit back and crane your neck. I'll put them in." Lily did as asked, opening her eyes wide as Twilight popped the cap on the small bottle.

"Woah." Twilight said, stopping with her hand above Lily's face.

"What?"

"Your eyes..."

"Are bloodshot, I know. I told you, I hate telescopes."

"No, not that..." Twilight's finger rested on Lily's brow as she leaned a little closer. "I never noticed before... They're amber. Like... Beautiful amber." Lily blinked, only slightly taken aback. She had chosen an eye color that denoted intelligence, favoring it over green or gray. Uncommon, she knew, but not any more than Twilight's own purple, rich irises.

"Th-thanks?" Lily muttered, her neck tingling slightly. "The drops?" She asked, pretending to be aloof.

"Right! Sorry." Twilight shook her head and carefully dripped two drops into each of Lily's eyes, which gave her a chance to lift her shirt to wipe away the tears that came forth just then.

"Aah, thanks." Lily groaned, blinking as she felt the irritation slowly recede.

"Yeah, not a problem. Here, I'll leave these on your nightstand." Twilight did as she promised, padding over to the bed at the other end of the room. NOW Lily got a good chance to stare at her ass, feeling the desire slowly rise in her crotch as she watched the indignant twitch of her last target's pert, firm cheeks. Twilight really was graced with a good form... Just as she reached the nightstand, Lily's jaw dropped, watching Twilight bend over at the waist, giving Lily quite a show... That night, a hot August night, Twilight was wearing tight shorts that clung to her thighs all the way to her knees, and a spaghetti-strap top with no bra underneath. Lily knew, as she didn't see any straps. Squirming her hips, Lily pried her gaze away and pressed her eye back to the tortuous telescope, surveying the broad expanse of stars with a smile.

"Find anything?" Twilight asked, taking her seat next to Lily once more.

"Not a thing... I don't think this is where Magellan was studying... None of these coordinates match up. Look, there's the last star in Orion, but in his coordinates here," Lily pulled away and tapped a set of numbers on Magellan's chart. "These are the first three in Canis Minor. Which is in the North-east." Lily sighed. "Crap, why didn't I spot that sooner? I don't think we're going to find what we need here." Twilight heaved a sigh similar to Lily's own.

"Well, Tobias, you take the good with the bad, am I right? Come on, let's shift gears and check out the North-East. The balcony off of my room is perfect for that part of the night sky." Twilight started packing up gear while Lily set to moving the telescope. They relocated, taking an azimuth and other measurement tools with them down the hall and up another flight of stairs to Twilight's room. Lily realized it was the first time they would be in Twilight's room, alone, together. Swallowing hard, she reminded herself to stay sharp for an opportunity.

"Here we go." Twilight pushed open the door with magic, revealing a rather modest room with a cluttered desk, vanity, medium-sized bed, and the most expansive balcony of all. The leaves of the tree outside the balcony swayed in a gentle breeze as they made their way out, setting everything back up. "Let me go get some chairs. Can you calculate the azimuth? I think we're at forty-seven point two, Fifty-nine point seven." Lily started calculating, turning knobs, adjusting. When she was satisfied, Twilight had just returned with the chairs, inhaling the crisp, warm night air.

"Beautiful." Lily said, referring to the stars. Thankfully, Twilight had picked up on the same.

"Yeah." She said, standing at Lily's shoulder. "I always liked this view... I'm so glad Celestia sent me here. It's much easier to stargaze out in the country, away from all the clutter of the city. I'll never understand how Luna can appreciate her very own night when she raises the stars from Canterlot..." Lily sighed and breathed deep the fresh air, patting Twilight's arm with the back of her hand.

"Come on. Let's get back to it." They set into recording coordinates and documenting times, finding Canis Minor, Scorpio, and Nyralim Major all in short order.

"Perfect! Four forty-seven, major swing in Nyralim Major's northernmost star." This phenomena occured shortly after four forty-five every morning, when for some unexplained reason, the constellation shifted. Lily had read a report from Magellan himself about it a week ago, right around the same time she had discovered the chart. Maybe this WAS what her fake mentor had been studying... Glad her research paid off, Lily grinned at Twilight.

"Looks like we found our trail. Exciting, isn't it?"

"Sure is! I'll be right back. Have to use the little girl's room." Lily chuckled and waved her off, waiting until the sound of Twilight's bedroom door shutting indicated she was gone for now. Time to do some snooping. Lily slipped into Twilight's bedroom proper, surveying her possible choices. The nightstand seemed like a promising place to start, but a quick rummage through the two drawers revealed nothing. Sighing, Lily checked the desk, but found nothing to her liking. Just when she was about to check the vanity, something caught her eye. Getting on her hands and knees, Lily lifted the cover hanging off the edge of the bed, pulling out a clear plastic box with a snap-on lid. The opaque plastic was too foggy for her to see what lay inside clearly, so she pulled the lid off, grimacing at the too-loud snap of the lid. What she saw underneath, she was not prepared for.

"Holy shit." She breathed, looking down into the box full of... Well... Of toys. Not the kind of Pinkie Pie toys, no... These were dark, leather, and meant for something much more serious than simple dildo play. Lifting one particularly nasty harness, Lily realized exactly what Twilight's handle was. The shiny black leather harness was meant to encase the entire body, squeeze the breasts, leave the wearer exposed and constricted... Looking down into the box, Lily saw a gag, a riding crop, cat-o-ninetails, several vibrators and dildos, a bottle of lube, and even three lengths of looped rope. Lily reached into the box, pulling the gag out, noting the red ball fastened in place by rivets had teeth marks in it. It was then the door opened, and a wide-eyed Twilight Sparkle stood on the threshold, looking at a disguised Lily, holding her most embarrassing secret. The silence was deafening.

"Well," Twilight said, swallowing. "You know what they say... To each their own?" Rushing forward, she snatched the harness and gag from Lily, stuffing them in the box and replacing the lid before she kicked it back under. She cleared her throat, straightening with a furiously dark blush. "Right, uh... Shall we... Get back to the, uh, the stars?" Lily, silent this entire time, swallowed hard and nodded. Weakness discovered, she was going to use this to her advantage...

"Five fifty-seven, no notable change." Lily said, much later into the night. Thankful she hadn't decided to make her move then, Lily was flagging. Twilight, too, it seemed, who yawned as she repeated the measurement. Daylight was just beyond the horizon, and the light of the stars was slowly fading. "Let's call it a night." Lily muttered, standing and stretching her arms over her head.

"Yeah... We got Magellan's trail. Now we can really get into it." Twilight smiled up at Lily, her lips then breaking into a yawn.

"Get some sleep, Twi. We'll hit it hard tomorrow." Lily said, patting the tired Magi's shoulder as she sauntered off, through Twilight's room, and down the stairs. She stripped her jeans off and collapsed on the bed, sleeping well the entire day.

Later that day, Lily woke to a bright beam of sunlight lancing into the window to smite her closed eyelids with searing light. Groaning, she rolled over, eyes fluttering to clear the morning groginess. Smacking dry lips, she padded down the hall to the bathroom, relieved herself, and returned. To her surprise, however, there was a note on the door to her room. It read:

Tobias,

Spike and I went to Poker Night with Applejack and Rarity. Spike usually stays at Rarity's these nights, so you and I can pick up where Magellan left off when I return. Sorry for the inconvenience,

T.S.

Lily read the note twice, sitting on the edge of her bed. With a soft sigh, she pulled out a fresh change of clothes and took a long, cool shower to wake her up. Spike was going to be gone. She and Twilight were going to be up all night. This was her chance. Refreshed and renewed, Lily went into town with a pocket full of cash. A few people directed her to where she needed to go, and to save time she shifted into a generic Avian to fly there. Landing at the edge of the Everfree Forest, Lily followed a few signs and a narrow trail to a rather mysterious-looking, smoky shack. She knocked at the door and was greeted by a rather ravishing ebony woman with long black-and-white hair.

"You seek a potion or elixir, herb and spice are both quite nice. Zecora can make the proper mixer, to fix you up rather nice." The woman said cryptically, smiling wide in greeting. Lily blinked, folding her wings against her shoulders.

"Uuh, I was told I could buy herbs here?" She said, shuffling her feet awkwardly.

"Indeed you can, my avian friend. Though your arm I will not bend." She opened her door, welcoming Lily into a warmly-lit home. Herbs and spices hung from racks on the cieling and grew in pots and planters all over... Shelves jam-packed with jars and bottles lined one whole wall, and in the middle of the floor sat a cauldron bubbling with some sort of stew, Lily guessed.

"I'm looking for magesbane." Lily said outright. Zecora paused for a moment before beckoning Lily over to one rack in particular. The odd, lyrical phrasing was gone from this mysterious woman's voice as she plucked a stalk of dried leaves from one of the racks.

"I don't speak in riddles to you now, because I'm honestly concerned... This herb is particularly dangerous to Magi, as it locks away their magic for a long while. A few hours, at least, but for many it lasts days. Who, might I ask, has incurred your wrath?" Zecora asked, holding the dangerous herb up in between her and Lily. Lily then described the situation she had planned out.

"So you see, I need to lock away her magic. Sort of an unfair advantage if I'm trying to tie her up when she can just throw me aside with a flick of her wrist. If I lock off her magic ability, I can do as I please with her. Like she wants. Like I want." Lily omitted the part about her being a changeling, of course, but rather just told Zecora how she had discovered Twilight's secret fetish, how she wanted to explore it... At the end, Zecora just cracked a wide, devious smile.

"You are quite the little trickster, young man. Return to me another day, maybe we can have some fun ourselves." Zecora tucked a few leaves into Lily's hand, smiling. "She must chew on the leaf for the most mild effect, which will suppress her powers for about seven hours, maybe less if she is truly powerful. But I can guarantee five hours at the very least. Also, take this." Zecora handed Lily a bottle with a firm, wax-sealed stopper. "Chloroform. Pour some on a rag and put it over her mouth. She will faint, allowing you about an hour to do as you please with her. During this time, make her chew the leaf." Lily went to pull a few bills out, but Zecora stopped her with a gentle hand.

"But..."

"Payment isn't necessary. Return to me someday soon, tell me how well she performed. And maybe you and I can re-enact it." Zecora pressed her lips to Lily's, the full, roundness of her soft flesh arousing her almost immediately. Shivering into the touch, Lily had to pull away for a breath, grinning stupidly. "Go," Zecora pointed out of the door, two golden bracelets on her wrist jingling. "And return to me later. I may have a surprise for you." Lily grinned wide and slipped out, beating her wings to chase the fleeing day back to Twilight's home.

She landed hardly forty minutes later on Twilight's balcony, letting herself into the room through the glass doors. A shining caught her eye, and she looked to the other door, leading down the stairs to the hallway with the guest room and Spike's room. Advancing slowly, Lily couldn't help but smile. The spell was one designed to lock and secure the door, make it so no one could enter. Apparently, Twilight was guarding her secret well. No doubt, from the other side of the door, no one could tell the spell was there. And they certainly wouldn't be able to get in. Twilight hadn't accounted for an Avian intruder, though Lily was no longer an avian. Shifting back to Tobias, Lily started preparations, leaving the spell on the door intact. She stripped nude and searched for a rag near the vanity. Finding one, she took it and the bottle of chloroform in hand, and waited...

"Tobias?" Lily heard Twilight call out as she arrived home, three stories below. She made a mental note to thank the powers that be Spike was gone for the evening. Apparently, sound travelled easy through the tree home. Stairs started to creak as Twilight made her way upstairs. Quieter this time, Lily heard Twilight repeat her fake name, probably at the door to the guest room. "Tobias? Huhn... Maybe he's out." The sound of footsteps and stairs grew nearer and nearer. There was a pause before the glow on the door faded away to nothing. Just as the door swung inward and Twilight stepped in, Lily poured a hearty dose of the acrid Chloroform onto the rag and shoved it directly into Twilight's face. Slipping into the space behind her, Lily wrapped a slender, muscular arm around the writhing mage, pulling her tight to Lily's flat chest, holding her close and the rag over her nose and mouth.

"MFF!" Twilight groaned, her eyes growing wide. Lily felt the first tendrils of magic wind around her wrist, but she was ready for it. Summoning all the might she had as a changeling, Lily fought the already-weakened power of Twilight's telekinesis. And it was a fight. Even as Twilight weakened, her body moving less and less, her muscles slowly relaxing, Lily fought to resist the magic that was pulling her hand away from Twilight's face. Finally, Twilight lost consciousness, her magic fading against Lily's wrist.

"Damn." Lily worked fast, not wanting to lose a moment of opportunity. She carried Twilight to her own bed, grabbing an unraveled length of rope and binding Twilight's wrists and ankles together. She saved the clothes for last, needing to lock away Twilight's power before anything else. She had done it, though. Twilight was unconscious, and moments away from having her power locked. Two leaves of magesbane slipped in between her lips and under her tongue. Lily wiped the saliva off onto Twilight's blouse, using that as an excuse to grope her firm breast. She gripped Twilight's jaw, moving it up and down to make her work up saliva. Then, she rubbed the slumbering Magi's throat, smiling as she unconsciously swallowed the drug-laced spit. Lily repeated this three more times, making sure Twilight had swallowed enough before fishing the leaves out. Smiling at her handiwork, Lily started setting out all the things from the clear plastic box beneath Twilight's bed. There was actually quite a bit more than she had originally thought... Lily ran down a mental list of all the things in the box...

Ball gag

Spider gag

Body harness

Cat-o-ninetails

Riding Crop

Blindfold

2 long vibrators

2 sets of anal beads

1 bullet vibrator with a strap for the control console to wrap around the thigh

1 regular dildo, rather large

1 anal plug

A massive bottle of lubrication

Another bottle for massage oil

4 sets of handcuffs, 2 fuzzy, 2 regular

1 set of ankle cuffs with a 3-foot solid bar between them. Obviously to keep legs spread. Jeez, there was even more...

3 lengths of treated rope, one of which was currently in use against Twilight

A strapon. Neat. Twilight was holding out hope for a female friend some day. Lily'd have to remember that.

Then there, tucked in the corner of the bottom of the box, was a smaller black box, lined with felt and locked with a small key. A little fishing, and Lily found the small little bugger. She unlocked the box, flipped the lid, and almost felt her heart stop. Tucked inside was a needle and syringe, and three vials of clear liquid. It was at that moment Twilight stirred and opened her eyes, blinking a few times before gasping and sitting bolt upright. She struggled against the ties on her wrist and kicked her legs before groaning and laying back.

"Fuck. You got me." She whimpered.

"Not like you didn't want it." Lily said, drawing Twilight's attention to the black box in her hands. "What, pray tell, is this, my dear Twilight?" The mage bit her lower lip, looking away from Lily's nude, male form. Not satisfied with the silence, Lily padded to the bed, reaching out to grasp Twilight's jaw firmly. Her hand wrenched Twilight's face around, making their eyes meet firmly. "What. Is in the box." She said, her tone low and dangerous. Lily saw fear flash in Twilight's eyes, fear and something else... Excitement.

"A... Aphrodisiacs..." She muttered embarrassedly. "A shot of half a syringe will get you horny all night. Limitless energy, quick recuperation from orgasms, eliminates fatigue... But it'll dehydrate you and give you a massive headache after you're done..." She whimpered. Lily just grinned and set the box on the bed, withdrawing a syringe and one phial. "What are you-"

"Shh." Lily urged, focusing on filling the syringe with the clear liquid. After about half of it was full, she squirted a little fluid out, eliminating air bubbles. Using telekinesis, she restricted the flesh just above her bicep, waiting until she saw a vein pop up.

"Don't use it on yourself! What are you-"

"I said Shh." Lily slid the needle into her vein and pushed the stopper home, pulling the needle out smoothly, leaving just a small bead of blood behind. "According to you, this stuff will keep me going all night. Which is just what I need, if I'm going to have my way with you." Already aroused, Lily felt the drug slowly take ahold, sending blood thundering through her veins. Her modest length swelled even larger, the blue veins bulging as she felt a small bit of percum ooze from the slit at the head of her shaft.

"Tobias, I... I don't want..." Lily just smiled down at Twilight, who flushed bright and shut her mouth.

"I used magesbane on you to lock away your magic. No cheating and cutting yourself free, or casting any spells, or anything." Lily began to explain, dropping the used syringe into the trash bin next to Twilight's cluttered desk. "From now until I deem fit, you are mine to do with as I please. As far as I'm concerned, you are just a hole for me to fuck senseless. An object..." Lily returned to the side of the bed, cupping Twilight's chin with a muscular finger. "A toy."

"Y-Yes... Tobias." She whimpered. Lily whipped her hand around in a stinging, derisive slap. The yell Twilight gave wasn't entirely from pain...

"You will call me Master." Lily was enjoying Tobias' personality... Just as much as she was going to enjoy ravaging Twilight. "Am I clear?"

"Y-yes..." Lily grabbed a fistful of Twilight's hair, pulling her up.

"Yes WHAT?"

"Yes Master!" She panted, her chest heaving now. "Y-yes, Master. I'm sorry, please forgive me." Lily smiled and stroked twilight's cheek with her other hand.

"Good girl, Twilight. I'm going to untie you now. Are you going to try and fight me?" Twilight shook her head, eyes wide. "Are you going to run?" Another shake. "Will you do everything I tell you to? Like a good little girl?"

"Yes, Master." She whimpered. Judging by the way she was rubbing her thighs together, she was really enjoying it so far... Lily pulled the knots on her ankles and hands free, tossing the rope aside and padding to sit in the chair at Twilight's desk.

"Strip." She commanded, crossing a leg so she could enjoy the show. Twilight had worn a loose-fitting blouse and capri pants to the poker game, though she was barefoot. Probably kicked her shoes off at the door. With fumbling, shaking hands, Twilight pulled her blouse off and unzipped her pants, kicking them off into a pile to the side. She paused with her hands behind her back, wide eyes affixed on Lily and her throbbing cock. Lily rolled her hand, as if saying 'Get on with it.'

Slowly, Twilight pulled the clasp on her bra free, blushing as the fabric left her breasts, revealing them at long last to Lily's eager eyes. Smiling at what she saw, Lily shifted to a more comfortable position in the chair, letting Twilight see just how aroused and eager she was. Twilight saw, and if the dark spot on the crotch of her white cotton panties had anything to say, she liked it. Slowly, those slid down her creamy, pale thighs, getting kicked off to the side along with the rest of her clothes. Now completely naked in front of Lily, Twilight stood tall, acting like she was unsure where to put her hands.

"Tell me now, Twilight." Lily started, her eyes affixed on the thin strip of trimmed, purple hair on Twilight's pubis. "What you want me to do to you. Tell me what is going to give you the most pleasure." Twilight bit on her lip, casting sidelong glances between the floor, Lily, and the pulsating member just dying to be used in the most wonderful way.

"I-I want..." Her words trailed off, lost as she couldn't speak them. Lily got up, stomped over to Twilight, and grabbed a fistful of that luxurious, purple hair.

"You want WHAT?!" She growled, her face hovering close to Twilight's.

"AAHN! I want your cock!" She gasped, her hands raising to fight off Lily's in her hair. Twilight was by far the better magic user, but once that was stripped away, she was just a weak, frail, horny little bitch. "Please, Master! I want you to stick it in me! Fill me up with your cum! Use me in any way you want, but please, put your cock inside of me!" She was begging now, tears brimming in her eyes, both from pain and pleasure. Lily released the pressure on her hair, still holding her, but not tugging at the flesh of her scalp.

"Good girl." Lily praised her, smiling softly. "When I ask you a question, you answer it. Was that so hard?" She said, grinning as Twilight shook her head gently. "Now, put on that harness as only I know you can." She let Twilight go, returning to the chair and watching as Twilight started pulling on the body harness slowly. The leather straps hugged her form perfectly. This garment was obviously tailor-made for her. Probably by Rarity... The thought made her flex more shining percum out of her eager cock, smiling as she felt the desire hammer in her heart. She felt energized. Ready, willing, and able. As per the plan, she was going to thoroughly enjoy this night... Twilight pulled the last strap over her shoulder, turning to Lily clad in the skimpy, slutty outfit. It hugged Twilight around her stomach like a bodice, leaving her breasts bare. A set of thick leather belts cinched around her breasts, squeezing them together, pushing them out and away from her chest. four leather cords rose from the bodice up to a thick collar around Twilight's throat. A pair of leather, crotchless panties clung to her hips, opening up early to let Twilight's trimmed hair peek out under the sheer fabric. The leather cords running in between the joint of her thigh and center hugged Twilight's flesh nice and firm, thinning out to two simple cords of leather that cinched to the underside of the bodice. They cleaved her cheeks in two, the firm flesh depressed so it spilled around the two straps of leather. Her long legs were bare, looking all the longer for the definition lent to her crotch. Lily smiled and stood up, walking a slow circle around Twilight.

"D-does Master approve?" Twilight whispered as loud as she dared, quivering visibly. Whether from excitement, fear, or having her magic locked away, Lily didn't know. She rather hoped it was all three.

"Very much so." Lily groaned softly, running a hand up Twilight's back, into her hair. "On your knees." She pulled downward, forcing Twilight to her knees roughly. Her knees hit the floor with an audible thump, her hands raising to the hand that held her hair. She whimpered but didn't cry out. That was going to change. "So you said this aphrodisiac will keep me cumming all night, right?" She asked, peering down at those big, purple, fearful eyes.

"Y-yes, Master... All night. Well past normal limits, but not outside the realm of possibility. There's... There's only so much s-sperm you can produce before there's no more..." Her whimpering tone, those big eyes... Ooh, Lily was going to go crazy. Not that the drug didn't already have her riled up more than she should have been.

"Good. Then you can start with your mouth." She pulled on the thick purple strands until Twilight's mouth opened in a cry, quickly shoving her hips forward. Her head bobbled around Twilight's open lips before lining up properly. Quickly, Lily pushed herself in, sealing her length inside the eager magi's mouth. As she pulled out, Twilight coughed and spit out a thick wad of saliva. breathing ragged for a few moments before Lily pushed back in, deeper and harder. Gagging, she was certain Twilight was fighting the urge to vomit. She kept her right on the cusp, relishing the feel of a warm, wet mouth wrapped around her thick, pulsing cock.

"Hmm... Augh, *cough cough* Ack!" The noises coming from her mouth were almost as arousing as the act of mouth-fucking the talented Twilight Sparkle. It didn't take very long at all for Lily to cum the first time. She pulled out, her left hand stroking the slick, smooth flesh easily. It felt so good stroking such a large, throbbing cock, her hand moving easily thanks to the massive amount of spit Twilight had produced.

"Augh! Fuck!" Lily grunted as she shot the first strand directly into Twilight's hair. The second splattered against her forehead, ricocheting off to fall to the hardwood floor. Every one after that landed somewhere lower than her nose, everywhere from inside her open mouth to her breasts. Still oozing several drops, and still hard as a rock, Lily hauled Twilight to her feet. "Did you like it?" She growled.

"Yes Master! I don't deserve your cum, thank you! Thank you so much!" Twilight panted, licking her lips clean of cum eagerly.

"No, you do deserve it." Lily slapped Twilight so hard she fell onto the bed nearby, many of the toys jumping about and falling to the floor. "A little cumslut like you deserves every single drop of cum that she gets. Am I right?" She grasped that long head of hair once more, pulling it back.

"Yes, Master! I deserve all this cum! Please, give me more!"

"That's what I thought... What to do with you?" Lily mused, releasing her hair and walking around the prone form of a panting, riled-up Twilight. "I guess it's time we get you some pleasure, hmm? Pick your ass up, show me that hungry little pussy." Lily watched as Twilight walked her knees up onto the bed, spreading her thighs apart enough that lily could see everything from behind. "Look at that." Lily slid two fingers into Twilight's twitching cunt smoothly, working them back and forth roughly. "You get so wet from a simple blowjob. Just a dirty, wet little slut." She positioned her head against the wet, twitching lips, grinning wide.

"N-no! Give me ti- AUGH!" Twilight started to object, but stopped her complaint with a cry as Lily thrust deep into her. Thicker and bigger than she had made herself out to be originally, Lily was surprised at how deep she reached. Twilight writhed, her hands halfway between pushing back at Lily's insistent hips and clutching the sheets of her bed. Lily just grinned and started thrusting. Twilight resigned herself to it, both hands falling to the rumpled comforter on top of her bed.

"Ooooohh, so tight. But so wet... You're just loving this, aren't you?" Lily teased, pulling out enough so her hand could deliver an open-palmed smack to Twilight's tight rear. That elicited a restrained cry from her incapacitated partner.

"Y-yes..." Twilight couldn't form a coherent sentence now. She was really getting off on this, huhn.

"Oh, and I forgot to mention." Lily cupped Twilight's throat, pulling her up until her leather-clad back was pressed to Lily's flat chest. She whispered into her ear with a low, menacing tone. "If you don't ask for permission before you cum, you won't walk right for a week." She dropped Twilight then, returning to the rough, fast thrusts that slid deep into the eager, wet hole waiting for all the pleasure Lily was so generous to be giving.

"P-please, may I cum?" Twilight managed to gasp. Judging by the flexing, pulsing motion of the twat wrapped around her sensitive cock, Twilight was damn close.

"So soon? Hmm, I don't know... What's in it for me?" Lily paused, just resting inside Twilight's shifting center.

"I-if you let me cum now, I'll... I'll... I'll suck you off again. I'll let you put in my ass... Please, I'll do anything." She whimpered, looking at Lily over her shoulder with a pleading, eager gaze.

"Like I needed your permission to do any of that anyways. If I so wanted, I could penetrate your anus right now, no questions asked. And you couldn't do a damn thing to stop me. You're going to have to do so much better than that if you want me to let you cum." Lily pulled out entirely, dripping a few stray drops of Twilight's juice onto the comforter. She waited for a response. And waited. Twilight's face scrunched up as she breathed out shakily, her muscles relaxing slowly.

"Haaahh..." She breathed, her head falling forward.

"Did you just cum?" Lily glanced down, saw the two fingers buried inside Twilight's dripping cunt. "You... You used your fingers to get yourself off without my permission." The flashing glance Lily gave Twilight was one filled with both promise and danger. "Wrong move, Twi. On the floor." Lily stepped back, moving around to the other end of the bed, scanning through the toys on the floor for what she wanted. A glance at Twilight saw she was still on the bed, breathing heavy.

"I said get on the floor." Twilight looked up at LIly.

"No." Seriously wrong move. Her hand whipped around, catching Twilight's already-red cheek, her head snapping to the side as the force of the slap launched her off the bed anyways. Falling to the floor with a loud thump and a jumble of limbs hitting the hard surface, Lily snatched up all she needed for now. She had time. She would make Twilight pay.

"You." Lily grabbed Twilight's hair, holding her up. "Don't." Her other hand quickly snapped a pair of handcuffs around Twilight's wrists, firmly fastening them behind her back. "Tell me." She fastened the ball gag in Twilight's mouth, forcing her teeth apart with a yank of her hair and a pinch to her hard nipple. "No." She put the blindfold over Twilight's eyes, fastening the strap in her hair.

"Hmmf!" Twilight groaned, settling to her knees as Lily finally released her grip. There, spread apart, completely open to her, Twilight could do nothing against Lily's advances. And she most certainly couldn't say no anymore. The sight was too much, her excitement got the better of her. She stoked another orgasm out, covering a good part of Twilight's front, making sure those perky tits were fairly covered with thick ropes of cum. Satisfied for at least a while longer, Lily retrieved a selection of vibrators and dildos, and a set of anal beads. Just for shits and giggles. An idea struck her, and Lily retrieved the leg-spreader as well. Once that was in place, Lily smiled at her handiwork. Twilight was completely spread apart, and she was most definitely enjoying this. The thin whimper of pleasure, the trickle of wetness tracing its way down her thigh, oh yeah... Twilight was a total sub.

"Right then." Lily groaned, stroking her throbbing member in expectation. "Let's get to making sure you can't walk." She pushed Twilight forward, her cheek against the floor as she couldn't support herself. On her knees, ass in the air, Lily slid a single finger into her tight rosebud, no lubrication. Inside was nice and tight, smooth with practice. So she didn't just have this shit laying around, Twilight probably used and cared for it well. Sliding that finger in and out, Lily pushed her cock into her wet cunt below, sliding in and out rapidly. The aphrodisiac was really kicking in... Lily grunted as another orgasm pumped into Twilight's twitching cunt, hearing a thin whimper of objection from the gagged mouth.

"What, didn't want me to cum inside? You were begging for it earlier." Lily teased, taking the finger out of her ass and sliding two into her cum-filled, sticky center. She shoveled some of her hot seed out, letting it fall to the floor with a wet sound. "And I can keep cumming all night. We've hardly begun, and you're already begging for the end. Oh, poor Twilight, you're in for a shock." Lily retrieved the bottle of lube and poured way too much onto Twilight's ass. The gooey liquid got everywhere, dripping down Twilight's stomach, creating a puddle on the floor, and leaving the puckered flesh a shining rosebud of anticipation. Lily rubbed a good amount on her cock as well, slowly pushing her way into Twilight's ass.

"There we go." She grunted, feeling Twilight open up for her, inviting her in the back door eagerly. "Let's get both your holes filled." She pushed a vibrator into the twitching pussy beneath, dialing the vibrations up about halfway. She started fucking her ass smoothly, sliding in and out with surprising ease. Twilight was a pro at this! Almost certainly not the first cock she'd taken in the ass. Grinning, Lily let herself go, thrusting deep and smooth into the pulsing rear that was so hungry for her. The vibrator dialed up to the highest setting, spurring another spurting orgasm from Lily. Twilight came as well, her twitching walls almost pushing the vibrator out. Lilly caught it and slid it back in, thrusting relentlessly into Twilight's cum-filled, twitching ass.

This was the pinnacle of pleasure. All of her exploits with the previous five had led up to this moment. Lily let herself loose, fucking Twilight up, down, left, and right. By the time she was exhausted, she had came six times. Twilight bore the evidence of abuse, both her holes still dripping creamy, white liquid as the sun broke over the horizon

"Fuck..." Twilight groaned, flexing sore muscles as Lily freed her from the bonds. "I mean, seriously, fuck... I was NOT expecting that..." She inspected a mark on her wrist with a sigh, looking up at Lily as she started gathering all the soiled toys and clothes they had used into a pile. "Tobias..." Lily looked up.

"Yes, Twi?" Lily managed, her head spinning from the after-effects of the phenomenal experience. Not to mention the drug...

"That was... The absolute best fuck I've ever had. Ever. Every single thing about what you did was one hundred percent perfect. I mean, that thing with the anal beads AND your cock in my ass... Fantastic." She smiled and leaned into Lily's chest, wrapping her arms around the slender, toned waist. It was then that Lily kicked herself. Drug-addled mind barely forming a coherent though, she slid an arm around Twilight's back, drawing a brilliant purple essence from the exhausted Magi. She felt it slide into her palm, up her arm, and into her chest, joining the other six in perfect harmony.

Wow, she had been too caught up in the fun to even remember to take it...

These girls were going to kill her...

"Sleep, Twi." Lily muttered. It was half an order to her, half a pleading request to be let go.

"Right. See you tomorrow." She muttered, limping to her bed, thanks to a particularly stinging smack delivered halfway through the session. Lily left everything behind, stumbling down the stairs and to the guest room. Still unsure how she managed the long trip without collapsing, Lily fell onto the bed and was out before her head hit the pillow. She awoke well into the night, feeling weak and thirsty. Remembering Twilight's words of dehydration, she managed to drag herself, still butt-naked into the bathroom for a drink. Taking it slow, feeling strength return marginally, Lily nursed herself back, taking water and strength from the six pulsating essences inside of her in equal measure. They felt stronger than ever, and she returned herself to normal function before long. Double-checking her haggard expression in the mirror, Lily smiled at the bags under her eyes, the slightly emaciated feeling all over her worn, exhausted, but oh so wonderfully pleased body. She had to check on Twilight, though...

"Twi?" She asked, knocking on the door at the top of the stairs gently. "It's Tobias."

"Come in." Lily saw a gentle glow fade from around the edge of the door, and she pushed it open smoothly. Twilight was laying on the bed, her form stretched out on her back with a tray of crackers and water next to her. "Hey." She said weakly, smiling at Lily as she stepped inside, closing the door behind her. "You look good..." She said softly, beckoning with one finger. Lily advanced and gave her a sweet, gentle kiss, smiling softly.

"We need to talk." Lily said gently. When Twilight gave her a questioning expression, Lily smiled and shifted into her changeling form.

"It's about Chrysalis."

Twilight screamed.

-=EDIT=-

Not a whole lot to change in this chapter. Some indentation issues, and I missed a quotation mark somewhere when they were stargazing. And I forgot to capitolize Maggie at one point.

Conclusion, Epilogue

---------- Conclusion ----------

"Let her talk." Twilight said gently, leaning her shoulder against the doorway into her kitchen. Everyone else was gathered about, standing in a half-circle before Lily, who was currently strapped to a chair.

"Ah don' think ah cin trust a dirty changelin'." Applejack muttered, flopping onto a chair nearby. Rainbow Dash stood on the other side of her from Twilight, rubbing an arm with her opposite hand.

"Seriously... How could a Changeling even be in Equestria anymore? I thought that spell-thingy kept them out..." She said meekly, struggling to suppress a blush that slowly rose to her cheeks.

"Obviously it didn't." Twilight said, flicking the light in the kitchen on. The fluorescent light flickered on overhead, casting a garish light on Lily's predisposition. She was shifted into her changeling self, the light casting shadows through the signature holes in her arms and legs. She winced slightly, looking at the gathered six in the sudden relief of light. Fluttershy gasped and put a hand to her mouth, shrinking away. Applejack shot to her feet, hands fisted and ready.

"I SAID, let her talk." Twilight encouraged, laying a hand on Pinkie Pie's shoulder as she advanced.

"But, Twi! She's a changeling! She's evil, she's gotta go! Get her out! Come on, we gotta tell the town and kick her out!" Pinkie started to protest, but a look from Twilight stopped her. "Oh, fine..." She huffed and turned her eyes to Lily, still adjusting to the bright light.

"Twilight, I..."

"Don't call her by her name, you fiend!" Rarity cut her off, obviously fuming. Lily closed her eyes and drooped her head.

"I-i don't know where you want me to start..."

"Start with what you told me." Twilight said gently. "That's why I had them all come here today. To hear what you have to say. I don't think I can believe it until I get their opinion." Lily sighed and raised her head, her eyes flashing slightly as she nodded.

"Alright... Here goes." She looked around at all six of them. "Chrysalis sent me to infiltrate Ponyville and study different types of love for changelings to feed off of. Specifically, she wanted to know about physical, sexual desire. I was tasked with seducing each of you and extracting your essence, the core of your power that we changelings feed off of when you love us, or one of us that's disguised. Rather than take the form of someone you all love, I took the form of someone you'd find attractive. I seduced you all, slept with you, took your essence, and I have them with me now."

"Bullshit." Applejack hardly have her a breath after she finished. "Ah didn' fuck no changelin'. You're lyin'." Lily shot her a glare before turning her gaze to Twilight.

"I think you'd better show them, Lily." Twilight said, using two thin cords of telekinetic power to cut the bonds holding Lily to the chair. She rubbed sore wrists and nodded, quickly shifting into Liam.

Applejack was silent. Fluttershy squeaked.

"Ah don' believe it." Applejack said after a few long moments. "Ah don' fuckin' believe it. I fucked a changeling..." She glanced at Fluttershy, who had flushed a very bright shade of red. "You too?!" Applejack exclaimed.

"She was first." Lily muttered, using Liam's voice. She couldn't bring herself to look at anyone.

"Who'd a thunk it?!" Pinkie Pie butted in. "Lesse who you used on me! I slept with a lotta people in the past few months. I wanna see which one you were." Miranda emerged on request. "Ooooohh... I knew there was something fishy about her! Him! IT!" Pinkie flustered over the words, her cheeks flushing. "Right when I thought I had a good one, too! Sheesh!" Rarity looked frightened.

"Don't tell me..." Samantha Sunrunner now sat in the chair, giving Rarity a sheepish smile. "Oh no... It figures the fifth person I ever sleep with would be a changeling. You sure know how to pick 'em, Rarity." She whimpered, wringing her hands as she tried her best to sink back into the wall.

"That's all fine and dandy for you guys, but what about me? I only ever slept with one person in the past six months and she was an avian. In Cloudsdale. On the clouds. No way a changeling can-" She was cut short as Dancer emerged, sleek and sexy as ever. "Fuck." She whimpered, shrinking back as Lily flexed her wings.

"Show them the last one." Twilight said gently. Once again, as requested, Lily shifted into her recent favorite, the dashing and amber-eyed Tobias. Rarity shot Twilight a glance, almost as if saying 'I can't blame you.'

"You see..." Lily continued. "I've managed to take all of your essences. It surprised me, as well... I didn't even think it was possible. I thought I could just come here, relax, and have some really nice sex. But once I took Fluttershy's... I got hooked. I had to do it. Not just for myself, but for Chrysalis, for all changelings everywhere." Now was the hard part. "I... I took another, and a third, but... I..." She rose a hand to her chest, laying her hand flat against it. "I didn't know why I was doing it anymore. I started asking myself, am I just another mindless changeling, hellbent on pleasing Chrysalis? Or am I an individual, with my own desires, wants, needs?" She was shivering visibly. "I... I started to BECOME human... Less Changeling every day."

"How do you figure that? How do you change from one species to another? I mean, you can obviously still use your shifting powers." Twilight asked, pulling up a chair so she could get comfortable. Fluttershy, too, had sat down.

"Not that I didn't lose my powers, but..." Lily changed back to her original form, her changeling form. "I... I hate this form. Everything about it. Everything it represents. These holes..." She slid a finger around the rim of one such hole in her wrist. "They remind me just how empty I used to be... How empty I... I am." Her lip quivered as she fought to continue. "I... I don't want to be this empty shell of a human for the rest of my life... I don't WANT to be a changeling anymore." She looked up with big, watery eyes at the six gathered before her. "Life here has shown me how wrong changelings have been all along... How badly we have it. Shells of you humans, dying to be the object of affection, of adoration." A single tear slipped out. "Faking who we are in a delusional dream, a hopeless imitation of what we WANT to be... No changeling hates anyone. Secretly, I think, we envy you all..." The tears flowed fast and free now. "I think... I think we just want to be human."

Stunned silence prevailed in the room, deafened their ears. The only movement was the neigh imperceptible blinking of eyelids, a chest rising and falling in a gentle breath here or there. Twilight rose, slowly advancing towards Lily, sitting there in her changeling form.

"Change." She said in a low, dangerous tone.

"What-"

"I said change." She did, shifting back to what she had grown accustomed to being the last few months. No longer Liliana the changeling, she now appeared to be Lily the human, who she wanted to be so badly. Who she had faked being around Maggie, around the few people she knew in town. "Stay like that." Twilight said, offering her hand to Lily. She took it hesitantly, inhaling as she was pulled to her feet. Twilight turned to everyone else present, her face dead serious.

"What are ya up to, sugar?" Applejack asked quietly.

"I think it's time Celestia heard about this."

The incessant buzzing of the changeling's wings all around her nearly drove Lily insane. She had forgotten how accustomed one could get to the mindless drone of hundreds of wings fluttering and buzzing incessantly... Now, it sounded like hell itself.

"So, you came crawling back after all." Ajax's voice shot a shiver of fear and anger through Lily. She turned her eyes on the one changeling she feared above all others, fixing him with a glare the intensity of a thousand rising suns. He backed off. The first time ever. Lily went with it, despite the galloping in her chest.

"Chrysalis." She demanded in one, curt word.

"She's expecting you in the southern clearing." Ajax said gently, gesturing with his chin over her shoulder. She wheeled and stormed off in the direction indicated, walking fast. Hundreds of changelings writhed in the shadows, the mindless drones of their formidable horde had re-assembled in the year since Lily had been gone. Reminded her of how things had been before they infiltrated Canterlot. Ajax shoved drones aside mercilessly as they filled in behind Lily. She knew that look in their eyes.

It was hunger.

"Liliana." Chrysalis said her name, quiet as a whisper but clear as day over the buzzing all around them. "I'm glad you decided to return. Apparently your reward was too much to pass up." Chrysalis wasn't shifted, was her usual terrifying self. Lily suppressed a shiver and advanced into what had to have been the only empty spot in this part of the forest. Everything else was jam-packed with drones...

"Yes, my queen." Lily said gently, advancing to a respectable distance. "I have returned with all six essences." She stood tall, her back straight.

"Well done, Lily. Give them to me now."

"My reward first."

"Is that an order?"

"A humble request, my queen." Lily checked herself, fighting her fear.

"I suppose... You can have anyone across all of Equestria. Who is it?" Chrysalis crossed her arms and cocked her leg out, standing on one alone.

"Ajax." Lily said almost immediately. Her answer took Chrysalis by surprise, she knew, but the unshakable queen didn't do so much as raise an eyebrow.

"Done." She said after a short pause. Almost as if on command, Ajax strode forth, standing next to Lily.

"I knew this little bitch couldn't stand being away from me for too lo-" He was cut short as blood spurted from his mouth. Black and thick as tar, the blood splattered into the grass of the clearing, more of it oozing from the gaping hole in his chest. Lily pulled her hand out of him, having pushed it through his chest quick as a blink. Flinging his blood off her arm in an arc, Lily turned back to Chrysalis. That was for threatening Maggie.

"Now that wasn't very nice, Liliana." Chrysalis said disinterestedly. In fact, it seemed none of the horde seemed to care. "I just lost a valuable lieutenant. Oh well. Price paid. Hand over the essences." Chrysalis extended a hand to Lily, who pulled the six glowing orbs from her chest in the middle of the clearing. Slowly, she advanced towards Chrysalis, holding the six powers in front of her. Just as she reached Chrysalis, the six floated forward, into Chrysalis' outstretched hand. One by one, they were absorbed by the changeling queen, their soft glow fading as they settled in her chest.

"Oh yes, Liliana... I can feel it now... You've pleased me very well. I had planned on killing you after you received your price, but I very well may let you live." Chrysalis cooed, her lips curling into a smile.

"Don't thank me just yet, Chrysalis." Lily said quietly.

"What?"

"And my name. It's Lily."

"Well, if Twilight says it's true, that's good enough for me. Her speculations are usually correct. I learned that the hard way." Celestia said, crossing her long, slender legs slowly. Princess of all of Equestria notwithstanding, Celestia was an absolute picture of beauty. Not the simple, uncomplicated beauty of Twilight or the home-grown, natural form of Applejack... No... Celestia surpassed them both on so many planes. She was... Beauty incarnate. Lily found it hard to focus.

"I'm surprised you took to this so well." Lily admitted, feeling ugly and sheepish in front of the grace that was Princess Celestia. "I was worried you'd... I don't know... Banish me to the moon or something." To her surprise, Celestia laughed it off.

"Don't worry, Liliana. I reserve that punishment only for those who have truly done wrong. It works, though..." A hint of sadness crept into her voice, and Lily felt her heart break as the princess' perfect lips turned down in a frown.

"Please," Lily said after a short while. "Call me Lily... I... I don't care for my... My changeling name." She felt so unsure what to say, especially after recounting her part in the plan to bring down all of Equestria.

"Lily." The sound sent shivers up her spine. "Well... What do you suggest we do about this?" She asked. Lily felt she knew the answer to that question, but was just testing her.

"I know... We cannot give Chrysalis the essences." Celestia surprised her once again by shaking her head.

"Bold and original as her plan is, it is flawed." The princess said gently. "Do you know what that flaw is?" Lily shook her head. "The Elements of Harmony are not the manifestation of the six crowns we have under lock and key at all times, Lily... The Elements of Harmony are an ideal. A power. An essence in and of itself." She started explaining, gesturing to paint a picture with magic above the table. "For the Elements of Harmony to work properly, the bearers must be true to themselves, and to the ideals of the Elements themselves. The girls know why they didn't work the first time they faced Discord with them. Because they were not faithful, honest, kind, laughable, or generous. Do you really think Chrysalis can be these things, and more? I'm not saying any old magi can wield them, either... Twilight Sparkle IS my star pupil for more than her looks and a taste for bondage." Lily's mouth dropped.

"Are you saying-"

"Who do you think taught Twilight how to use all the equipment stored in the box underneath her bed?" Celestia said with a sultry smile. Lily flushed crimson, suddenly much more uncomfortable being in the same room as one so obviously talented, and with such a body... "But that's besides the point, Lily. Do you really think Chrysalis can be everything she needs to be for the Elements to work for her? Is she kind, funny, generous, honest, or loyal? All of these things need to be before the sixth can even come into play. And even then. She must be awfully powerful to harness their immense power."

"But... She IS powerful! I don't mean to say it, Princess, but she DID-"

"What? Defeat me? Of course she did. Let's see you fight the queen of the changelings when you've been sapping your power helping defend Equestria from an unknown threat, hardly able to sleep an hour a day from sheer worry." Celestia allowed herself a moment of humanity, inhaling before she continued. "Sorry. That was a very stressful day for more than one reason. Needless to say, it made me feel happy knowing I can count on the power of others to help me when I fail them. I am, after all, just one princess." Lily shuffled her feet nervously.

"I'm sorry, I didn't mean to insinuate..."

"You're not insinuating anything, Lily. Merely stating a fact. I will have you know, I was not defeated by Chrysalis without many things going right for her and wrong for me. I have taken steps to make sure such a thing will not happen again. Not if I can help it. We're getting sidetracked." She leaned forward, re-affirming her point. "Do you really think Chrysalis can be all six of the Elements? Simultaneously? I don't." She sat back, smiling at Lily. "And I also doubt she can find five other changelings to be the other elements for her, even if she did manage to be decent for the few minutes required to use them. Although..." Celestia leaned forward, reaching a long, slender finger across the table to lift Lily's cheek tenderly.

"Apparently changelings are capable of great things. Kindness. Generosity. Honesty. It took a lot of character to admit the truth to those six girls. I can't begin to imagine the fear you had to overcome to accomplish such a thing, Lily. I admire you very much." Her words made Lily flush, and she looked away embarrassed.

"Thank you, Princess. I am not worthy."

"On the contrary, Lily, I think you're perfectly worthy." Celestia said, lifting her chin once more, insistently. "Like I said, you've accomplished quite the feat. But I have to tell you, the threat your actions posed to all of Equestria was never really a threat at all. Even if Chrysalis had the elements, she wouldn't have been able to do anything with them. And neither would you, sadly enough. Pardon my saying, but while you may be at least marginally generous and admittedly funny, I don't think you're very honest overall. Let alone loyal. And, well, let's face it, you can't even cast any spells, can you?" Lily chuckled and leaned back in the chair, thinking about how incompatible she was with the Elements of Harmony themselves... Still, having the six essences inside of her chest made her feel warm and happy. Fulfilled.

"I hadn't thought about that, princess... I guess there is no way to use the Elements if I am a changeling, and neither can Chrysalis..." Celestia chuckled herself and leaned back, crossing her legs once again.

"There is, however, the issue of the Changelings just on the other side of the Everfree Forest. While I feel confident the guard can handle the threat, I would like to send a message. Lily, do you think you can do that for me?" Lily stiffened and sat up straight.

"Y-yes! What did you need?"

"My name is Lily. Not Liliana." She stood with her back straight and her head held high. "You will not be able to use the Elements of Harmony, Chrysalis. They are more than just the essence of the six that wield them. The Elements of Harmony are an idea, one that perpetuates through time since their creation. They will not work unless you have generosity, laughter, loyalty, honesty, and kindness in your heart. We all know, Chrysalis, no changeling will ever have all these things. Keep the essences, Chrysalis. And keep your delusional dream of domination. If the events in Canterlot a year ago were any indication, you will be foiled as long as you keep pursuing your pathetic dream. Meanwhile, I am going to pursue my own dream." Lily stepped back, raising her voice to all changelings who could hear her.

"I forge my own path! No more do I follow the orders of a delusional, selfish queen! No more will I bow my head to the whims of someone who does not know the simplest of joys in life! I will live my life as I see fit, and not under the tyrannical rule of Chrysalis!" Her green eyes fixated on Chrysalis, who was still just as stoic as ever. Her voice dropped low as she shifted into Lily, just a plain woman who looked as average as anyone in Equestria.

"I'm leaving, Chrysalis. You can't tell me otherwise." She turned to walk away, but a single uttered word from Chrysalis stopped her.

"Kill." She hissed. The drone of insect wings thrummed loud before changelings began pouring in from the surrounding woods. Lily watched the approaching horde calmly. Slowly, she closed her eyes...

"You are certain this will work?" Lily said, feeling her skin jump and tingle.

"Of course it will. Leave it to my big brother to weave the best protection spell available." Twilight said, flipping pages in a book as Shining Armor screwed his face up in concentration.

"I just don't get it." He muttered. "Hardly a year ago, we were fighting changelings... Now we're protecting them. I swear, Celestia will never make sense to me..." He said, weaving his hands in an intricate pattern. "Stay still, Lily... I have to adjust the shield so it doesn't hurt you." His hands glowed intensely, the shining purple aura not dissimilar to Twilight's own.

"R-right." She whispered softly.

"Hmm... Try invoking a mirror on point seven. Starswirl had success protecting beings of malefic intent with that." She shot an apathetic, sheepish smile to Lily. "Not saying you are, but... Oh, you know what I mean."

"Right." Shining Armor muttered. He moved his hands accordingly. "Just... Hard to protect a changeling with a spell designed to repel... Changelings..." His brow scrunched as he fought to focus on an obviously complex part of the procedure. Lily was suspended above the floor, shifted into her human form and spinning slowly.

"I understand the need for suspension..." She said, blushing slightly. "But could I have at least changed before we started this?" Her dress floated as if on a breeze, exposing her panties a lot more than she would have preferred. Twilight just chuckled and set a book on the stand in front of Shining Armor.

"What? I think sky blue fits you well." She teased, bending over low to peek purposefully up into Lily's nethers.

"Focusing." Armor said gently.

"Right. Sorry." Twilight and Lily both muttered, trying to find other things to focus their eyes on.

"What next, Twi?" Shining Armor asked after a few short minutes.

"Uum, let's see... For maximum force, reduce fourteen to three and link nine and one..." Lily watched the intricate pattern glowing in front of her hovering form shift and change, a few lines in the pattern falling into place and glowing slightly. "For stability, add an invocation to three, six, nine, and twelve. Eer... Earth. Yeah." She pulled another book off a nearby shelf, flipping pages with magic as she spoke. "Incantation is the same as it was for the first pattern."

"Got it." And so they went on, making changes as Lily floated in midair, rotating slowly.

"That it?" Twilight asked after another fifteen minutes, peeking up Lily's skirt surreptitiously. She got a glare in return as Shining Armor slowly set Lily back on the thick carpet, breathing heavily.

"Yeah, should do... I'd say test it out, but I don't want to blow any more holes in the walls today."

"Like we did with the first one."

"Shush, you." He ruffled Twilight's hair patronizingly, smiling at her. "You can run a verification, right? I think I need to go see Cadence. All this talk of panties..." Lily laughed and smiled at Shining Armor as he walked off, shaking his head.

"Don't pay any attention to him." Twilight said, turning Lily towards her. "Married men are no fun. Come on, let's run a verification and see if Shining Armor's work is as legendary as I've heard."

Just as Lily opened her eyes, a flash filled the clearing, throwing the first few changelings aside like dolls. Two more dashed in, but as soon as they went to sink pointed fangs into Lily, they were blasted back. Lily took a step forward, watching in disbelief as flash after flash of blinding light threw the vile changelings away.

"KILL HER!" Chrysalis roared. Even more changelings poured in from the forest, and that was when Lily started running. She didn't miss a footfall, her bare feet dashing through the grassy forest as quick as they could. The horde fell on her from all sides, diving at her moving feet, lunging at her face. Just before they came into contact, a bright flash of purple magic threw them back, many of them crashing through allies, branches, bushes and the like, some falling and not moving. Groaning inwardly at the loss, Lily picked up her pace, darting between trees and leaping over bushes. Shining Armor's barrier really was working, but only when she was changed into Lily... Anyone else, and the spell would fade. She jumped over a looming root, kept running, far and fast. Her target opened up before her, the forest thinning as she neared a very large, very tall cliff...

"Celestia help me, this is crazy." Lily muttered, picking up the pace. Two more changelings were thrown aside, spurring her on... Faster and faster, Lily approached the edge of the cliff. Huffing with the effort, Lily poured her entire heart into the last few strides, throwing herself off into the void...

"NOW!"

The call came from above her, and she shifted into Dancer. Wings spread wide, Lily caught the gust from the edge of the cliff, flapping once to add momentum to her blitzing fast leap over the cliff. A group of changelings leapt off the cliff after her. She didn't have the spell anymore! She was vulnerable! The gap between them was almost too small...

A deafening boom filled her ears. Lily opened her wings wide, catching the shockwave as it spurred her forward. Deafening wind roared in her ears, and she dared not glance back to see it... She didn't have to... As the shockwave caught her, she saw the multicolored spectrum of a Sonic Rainboom fill her vision. Carrying the force forward, Lily and Rainbow Dash flew as fast as they could manage over the trees of the Everfree Forest. Beneath her, scarcely a foot above the tips of the trees, a streak of Rainbow color blitzed off. That girl was something... Lily flapped her wings fast and hard, smiling as three more avians fell into formation around her.

"The Wonderbolts are here to escort you, Ms. Lily!" One of them called out to her over the sound of rushing wind. Looking back, Lily saw some changelings wheeling off into the sky, tumbling towards the forest floor... The plan had worked. As soon as she had jumped, Dash had dipped inbetween her and the changelings, scattering them, giving her time to escape... Still, more of them took wing, slowly gaining on the small group. Lily grunted and poured more effort into the muscles of her wings, flapping harder and faster.

"Where's the rendezvous?!" Lily called out, following the point of the male avian to her right. There it was... The advance party was waiting for them. Just a little farther. A little faster. Above all of this was the commanding voice of Chrysalis, screaming for her blood. The incessant drone of buzzing filled her ears, on par with the rushing wind. They were so close to safety, to the edge of the forest... She could almost feel the beating of the wings at the back of her feet, the changelings closer now than she ever would have liked... Come ON! Just a little... Bit... More...

"HIT IT!" The command from Twilight echoed out over the last fifty feet or so, and just as Lily passed over the heads of the first line of Magi, a magical barrier went up behind them. Three changelings slipped through, but the rest smashed into the barrier solid as steel. Lily could hear the thuds as they hit the barrier, and even more hollers as magi and avians swooped in to subdue the three who slipped in behind them. A massive fight broke out, Canterlot guard and the Wonderbolts fighting off the changelings. Lily felt her wings give out, and she remembered to shift into Lily as she hit the ground. Her forward momentum made her roll and bounce across the ground a few times. A white-hot flash of pain accompanied a loud snap from her arm, and she screamed as her body tumbled. She skidded to a stop.

"Lily!" Rarity was there, bending over her, hands already glowing. "Shh, don't move. This is a bad break." Lily glanced down at her arm, saw bone, and fought to keep from vomiting. "Don't look at it! Someone! Get me hurtloam! I need a doctor over here right away!" Rarity placed one hand on Lily's face, covering her eyes, and the other on her arm above the break. The pain subsided into numbness, and so did her senses.

"What happened?" A new voice asked. Lily couldn't see.

"She fell, took a nasty tumble. Look, you can see the skid marks. Oh shit... She's bleeding bad." Rarity.

"Here, I'll put her out. You there! Get me a stretcher! We need to fall back now!" Lily raised her good hand, trying to brush Rarity's hand on her eyes away, but she couldn't do it before a shock of magic shivered through her system, and she passed out...

"Lily?" The sound was fuzzy, like she was hearing it from another room nearby. "Lily, are you awake?" She writhed on whatever it was she was laying on, groaning inwardly. "There you are..." She fluttered her eyes, the world a lot more blurry than she remembered leaving it.

"Ugh... Water..." She moaned, smacking dry lips.

"Should be okay by now. I'll get you some and let the doctor know you're up... Also, you've got some visitors dying to see you." The voice, whoever it belonged to, left, leaving Lily to fight to make sense of all that had happened. The last thing she remembered was falling... Did she break her arm? A stiffness from her left shoulder downward said yes, she did. It took her many slow blinks to get the world to focus again, and when she did, the walls of a sterile white hospital greeted her vision.

"Here you go, dear. Water for you... You're lucky you survived a tumble like that. Shouldn't have pushed yourself so hard. Though from what I hear, you wouldn't be here in ANY condition if you hadn't. Here, drink up." A straw was poked into her mouth, and when she sucked on it, she was greeted with a cool stream of delightful water. She drank greedily, but the straw was popped out.

"Not too fast. Come on, see if you can sit up." A hand slid under Lily's shoulder, and she was slowly lifted up. Surprisingly, she wasn't as weak as she had originally thought. With help, she managed to sit up and swing her legs off the side of the bed.

"I gotta pee." She managed, her head swimming.

"Right. Here you go, darling. Don't worry about it, just a part of the job." She felt a cold tube press against her nethers, and she released the pressure on her bladder, feeling bad for being so helpless. Business done and cleaned, Lily stayed sitting on the edge of the bed, swinging her legs to return feeling. Her left arm was in a sling held tight to her chest, and she was clad in little else than a thin hospital gown. The doctor strode in, carrying a chart in his hand which he glanced back and forth from Lily to it.

"Right... Looks like you're coming along nicely, Lily. You were only out twelve hours. Your lacerations healed up perfectly, no sign of scarring. The bone set well, and has probably finished ossification already. Here, let's see if you can move it." He pulled the sling over her head gingerly, guiding her arm. "Easy, now... It IS broken, after all. There you go. Hmm, let me take a better look." The doctor's hands glowed with a light blue aura as he ran the palm up the area of the break. "Yes, everything appears to be perfectly fine... I'd take it easy for a few more days, but you shouldn't need a cast or anything like that. I tell you what, avian wings are much more difficult to heal. I'm glad you thought to change before you landed. Here, just sign here and you should be fine." He presented her with a clipboard, indicating a line near the bottom. She gripped the pen, the tip hovering over the paper as she paused.

"Eer..." She muttered.

"Hmm? Something the matter?" The doctor asked.

"I... I don't know what to sign." She said softly.

"Well, I have your name down as Lily. Let's start there." That made Lily smile as she signed her name. The doctor left, leaving the nurse to help Lily dress, though she was feeling surprisingly good. Just before she left, someone who called himself a 'Technician' visited. Using his magic, he bolstered Lily even further, so by the time she left the front doors of the hospital, she was walking on her own.

"Ms. Lily?" She turned to the voice, saw a guard, and tensed. Normally, guards would set her on edge. She had to remind herself to breathe.

"Y-yes. I'm Lily." She said. To her surprise, the guard smiled and offered his arm.

"Princess Celestia has requested your presence as soon as you awoke. She and your friends are waiting."

Friends.

That word echoed through her mind as Lily nodded, falling in step next to the guard. Two more joined them, and two again once they arrived at the palace. Canterlot was just as lively as she remembered it being. Despite the five guards escorting her, no one cast a second glance. Maybe a probing gaze, curious about why such an unassuming young woman needed such protection, but nothing more. Lily for once felt... Normal. They climbed a long, winding set of stairs up into a private sanctum, and the five guards ushered her inside, staying out as she slowly slipped in. The room was luxuriously appointed, a fire crackling happily in the hearth. The time was close to night, the sky outside of the window painted a flashing, brilliant yellow as the sun slowly sank down beneath the mountains.

"Lily?" The low voice of Twilight Sparkle made her whirl about, and she couldn't help smile as the slender young woman rushed forward to wrap her arms around her. "You're out! I was so worried. All Rarity could say is you had broken an arm and you were bleeding. We were all worried."

"All?" Lily asked, returning the embrace hesitantly.

"She means us," Rainbow Dash drew her attention to the group emerging from the far side of the room, all of them smiling and happy. Everyone except Applejack... "Glad to see you're okay. Takes a lot of guff to survive a fall like that." Dash said with a smile, clapping her on the shoulder. Hugs and wishes of good health went around in equal measure, everyone laughing and smiling...

Except Applejack.

Finally, Twilight caught on, and laid a single finger over Pinkie's yammering mouth. Slowly, they pulled away from Lily, opening the space between the two of them. Silence reigned as the beautiful woman struggled with the words to say. Finally, she opened her mouth to speak.

"Ah... Ah cain't say ah'm proud of what ah did with Liam. Fluttershy 'n I talked it over, so we're good... But..." Her green eyes flashed as she looked up at Lily. "I don' think ah cin ever forgive yeh for what you did, Lily." Lily wilted, her eyes sinking as she suddenly felt rather horrible for what she had done to the two women. "But." She looked back up as Applejack walked forward, wrapping her arms around Lily and pulling her into a hard, sisterly hug.

"What-" Lily stuttered, unsure wether to return it or pull away fearfully.

"It takes a lot of courage to stand up ta Chryaslis and all them changelin's. I don't wanna lose a friend like that. Ah'm willin to give ya a chance, Lily... But no more of this lyin'. Promise me that?" Applejack said, clutching Lily in a tight embrace. Lily could only smile and slowly return the hug.

"I promise, Applejack. I think I'm done lying to others. If they want to know I'm a changeling, I'm willing to let them know I am." She said, and she laughed as Applejack lifted her up, spinning her in a hug.

"Well shoot, sugar! This is yer big day! Let's party!" Pinkie squealed and bounced around, dashing out of the door.

"Where the hell is she going?" Dash asked, peeking after the bubbly girl.

"Probably to get supplies. Girls, may we have a moment with Lily?" Celestia and Luna both emerged from the same door Lily had come through, and after a brief farewell, Lily was left alone with the two rules of all of Equestria. Suddenly afraid, Lily whimpered and shrunk away. Unsure exactly what to do, she knelt to the carpet, bowing low before the two princesses.

"Oh, come now, Lily. No need for such formalities. Thanks to you, we were able to deal a crippling blow to the entire changeling force." Celestia stooped over, gently pulling Lily to her feet with a smile. For what felt like the fiftieth time, Celestia surprised her by wrapping the changeling defector in a warm, gentle embrace. Her hair smelled like summer and wet earth. Rain and the metallic scent left after a lightning strike... Fresh flowers and sunshine. Lily felt her knees go weak for more than one reason.

"I don't..." Celestia silenced her with a lacquered fingernail against her lips.

"Allow us to explain, Lily. The two of us have a lot to cover, and it sounds like you have a party to get going to. So please, let us sit." Luna pulled a chair up, that Lily took awkwardly. Both the princesses sat on the couch opposite Lily, crossing their legs. Where Celestia was a picture of flawless beauty, Luna had to have been the opposite end of the same spectrum. She was a ravishing picture of sheer sexual desire. The sheer dress clung to her curves, the tall, slender woman was perfectly proportioned. Her breasts didn't sag or weren't too far apart... They seemed just as firm as Rarity's, as large as Applejack's, and barely concealed by the hem of a glittering purple dress. Her thighs were full, peeking out under the swishing hem of her dress, the calves directly proportionate and smooth. Both of them were completely flawless in every way, Celestia the type of beauty one would be both jealous of and admire at the same time, that you could look at for hours on end... Luna the type of beauty that you wanted in bed, to do everything in your power to please in hopes she found you worthy and would return the favor in kind...

"Luna and I have decided, Lily." Celestia said gently. "We will grant you citizenship in Equestria. And thanks to your heroic actions at the cost of physical well-being, we will reward you as we see fit." The words coming from Celestia's lips were hard to believe, and indeed made Lily's jaw drop.

"What..." She was at a loss for words, so many different questions rushing through her mind.

"Lily, we understand you're a changeling." Luna said at last, her low alto voice a perfect match for the ravishing body. "You probably don't sustain yourself with food and water as most everyone else does, and you almost certainly have a different set of ideals how you would like to spend your life. Celestia and I both understand how difficult it will be to start a new life, so we would like to do what we can to give you that opportunity. A home, a business, a career, you name it, and we shall provide." Lily swallowed hard, finding it hard to direct a question towards the two flawless beings before her.

"Do you really mean anything?"

"Anything." Celestia confirmed.

"Like... For instance, if I wanted to... Could I... Well... I find it hard to say..." Lily struggled over the words.

"Just ask." Luna said, urging her on.

"Well... I feel so bad saying it. May I write it?" With a wave of her hand, Celestia summoned a sheaf of paper and a pen, guiding them both to Lily. She took them and hastily scribbled down her idea, offering the paper to them both. Celestia grabbed with it a thread of magic and opened it before the two princesses. Much to her surprise, Luna smiled. Not the type of humorous, happy smile from a good joke. No, that was a different type of smile entirely. Celestia blushed slightly.

"We can make this happen, Lily. Who did you have in mind to run the business, though?" Luna asked, shifting her legs.

"Oh, I have someone in mind..."

--------------- Epilogue ---------------

"Girls, I really don't know about this..." Sweetie Belle whimpered softly, fidgeting in the passenger seat of the humming car.

"Come on, Sweetie..." Scootaloo groaned from the driver's side, speeding down side streets. "It's been, what, twenty three years? You still haven't popped your cherry? Don't worry, I know the perfect place. You won't regret it."

"Seriously." Applebloom piped up from the back. "I heard of this place from Applejack a few years back. Best night of my life." A flush rose to the young woman's face as she smiled in remembrance.

"But, I mean, what about someone special and all that? I mean, not that I don't mind, but... I don't know! I feel so nervous." Sweetie Bell complained, fidgeting more.

"She'll fix that. Trust me, Sweetie. She's the best anywhere." Applebloom reassured her with a gentle pat on the shoulder, and Sweetie Bell could only sigh and close her eyes.

"I just don't know... If what you say is true, this place is pretty much a whorehouse. How do I know it's safe?"

"Oh come ON, Belle! If this place wasn't safe, do you really think Celestia would let it stay in business? Especially since it's smack-dab in the middle of Canterlot. Rumor has it she comes here herself now and then. Luna, too." Scootaloo pulled into a parking space, the engine ticking as it shut off.

"Come on, Sweetie. And don't be nervous. I hear tell this woman's a professional." The three friends left the car, the two older and more experienced teasing the third as they swept into the reputable establishment. The main entry was lavishly appointed with rich red carpet, thick, fluffy couches, and a happily burning fire. The scent of lavender and perfume wafted through the air gently.

"Good evening, ladies. What can I help you with?" A young woman approached them, her wings ruffling slightly as she closed the door behind them. Scootaloo patted Sweetie on the shoulder, all three feeling only slightly awkward.

"Well, hard to explain, lemme whisper in your ear a moment." The woman smiled and leaned in obligingly as Scootaloo whispered into her ear a few short sentences.

"Oh. Oh! I see. I think I have the solution for you, darling." The woman gently took Sweetie Bell's hand, pulling the reluctant magi into the living room. "Make yourselves comfortable, you two." She said, gesturing to the comfortable couches. "If you need anything, someone will be with you shortly. I need to see to our guest here." With a sultry wink, Sweetie Bell and the mysterious woman slipped down a side hall, paintings and candles lining the dark, wood-paneled walls.

"Where are you...?" Sweetie started to protest, but soon enough she was answered as the woman swept them into a massive, warmly-lit bedroom. A vanity and dresser sat side-by-side inbetween two windows looking out onto the street. A gentle rain had begun to fall, the sound wafting in through half-open panels. The carpet was thick and soft, Sweetie Bell could feel her feet sinking into the lavish threads. Most of the room was dominated by a four-poster bed, and tasteful paintings of nude women covered in cleverly-placed sheets or decor covered the walls. Overhead, a chandelier cast a warm, low light on everything, the muted red hues making the entire atmosphere warm and relaxing.

"Now." The woman said, shutting and locking the door behind them. With a soft smile, she turned to Sweetie Belle. "Let's get down to business."

"Listen, I just don't know... I'm only here because my friends and I've got a lot on my mind right now, I just can-" She was cut off as the woman pressed their lips together, moaning softly as her arms slid around Sweetie Bell's sides. All the tension and exasperation about the situation slowly melted away, and Sweetie felt herself melt into the embrace. When the kiss was over, she breathed heavy, a flush rising to her cheeks.

"See? When you relax, things can become rather easy..."

"But... I... I-i don't really like... Girls..." She whimpered softly, and her heart nearly stopped as the woman before her shifted into a rather strapping, handsome man.

"I can do that for you." His low baritone voice vibrated into Sweetie Belle from her hands on his chest.

"What... You're a changeling aren't you? I heard about you, from eight years ago... You're Lily, aren't you?" The man smiled, kissing Sweetie Belle's forehead.

"Indeed I am. Which also means..." She shifted into a big, muscular man, his bare chest luring Sweetie into a simple embrace. He was so warm...

"I... I was hoping for someone... A little smaller. Closer to my size." Sweetie Bell admitted with an embarassed flush.

"Of course, darling..." The sultry, low voice of a slender, shorter man made her knees weak.

"Right... That's... Perfect..." She muttered, looking up into the flashing, amber eyes of a shaggy-haired, handsome man.

"Come on, Sweetie. Let's forget your problems for a while." Feeling both eager and ready, which somewhat surprised her, Sweetie Bell let the changeling stretch her out on the bed.

The sign above the front door to the business read 'Maggie's.'

------------- Notes from the Author -------------

Thank you all so much for reading and supporting me. I would not have been able to finish this without your words of encouragement. This is the first time I've ever really put anything out there for anyone to read. I'm so glad it was well-received.

My inspiration for this story came from Dermuffinmeister's "Canterlot Tails" story, in addition to the Season 2 finale. My friend and I got in a very long and heated discussion about changelings and how they feed off of love... If Chrysalis' power came from feeding off of love, how could she be defeated by it? While I have my opinion on all that, a different thought struck me...

What if emotional love isn't the only type of love changelings can feed off of? That thought stuck in my head, and I came up with Lily's character soon after.

This story was written half to prove something to myself, to say that I could amount to something legitimate. Half to put my idea out there, to get some feedback. I've always had a passion for reading and authoring, and have tried to pen several novels in the past. I've failed, naturally, but I think with this wonderful website I've managed to find a format that fits me well. I can just let my thoughts run rampant and free, put a lot of them out there, publish it, and come back to it later. I think my main issue was working on something and having to come back to it. When I write in this format, I can publish a chapter, feel accomplished for finishing something, but continue to write and come up with new ideas.

I honestly hope you enjoyed reading the story of Lily and her exploits.

She's not done yet, though. Oh no, not just yet... I am now in the process of making "A Different Kind of Love: The Lost Chapters." This story will be a random collection of short stories consisting of all the moments through the first seven chapters Lily either got laid and it wasn't published, or other steamy moments penned in greater detail. In addition, I am accepting requests for other characters. If you would like to see Lily have some fun with anyone else, either send me a private message or e-mail me jordanwilliams08@gmail.com

The first chapter in that story will be published soon enough, so keep your eyes peeled.

On a personal note, I would like to thank my girlfriend. She is not a brony in any sense, but she was able to objectively look at this story and tell me what she thought of it. I thank her for being a phenomenal person and making my life that much better. I also want to thank my best friend for making me a brony. If it weren't for you, I'd never have been introduced to this phenomenal show, the massive and varied fanbase, and the amazing group of people whom I so proudly call my fellow bronies.

I hope you enjoyed the read. There is much more to come.

Thank you all.

-Loyal2-1

-=EDIT=-

Reading through an entire story in a night really changes your perspective on your own skills. I see now there are quite a few differences between my old writing style and the one I've developed.

I've changed quite a few things with this story... There were a lot of time issues, the whole of ADKoL taking place in about six months, when it really took close to a year. In addition, Sweetie Belle said "Ten years ago." Well, when Maggie's funeral was nine years in the future, and I planned on having the story wrapped up shortly after that, kind of throws a wrench into things. I'm secretly hoping no one notices my rather signifigant blunder with the time.

Thanks again for reading, and thanks to my fans for their support!

Prologue, Fluttershy

---------------------- Prologue: Chrysalis ----------------------

Lily strode into the clearing, her queen standing with her back turned, arms crossed as if waiting on her. "Come forward." Chrysalis barked immediately. Lily quickened her step, her brow furrowing in confusion. She knelt to a knee as Chrysalis turned around, looking down at her.

"Liliana, my most faithful, and admittedly, skilled lieutenant. I have an assignment for you."

You had better... I was about to get laid. Lily thought to herself, glad her head was bowed so Chrysalis couldn't see the scowl painted on her lips. The recent defeat in Canterlot had left the entire Changeling force decimated and scattered. Lily was fortunate enough to be close to Chrysalis and had been among the first to return to her queen. Battered and bruised, they had taken a few weeks to gather as much as they could and re-establish a base, a fair distance outside Equestria proper, on the other side of the Everfree Forest from Ponyville. Lily had proven key to Chrysalis' plan, getting the insider info from Guards that Chrysalis needed to take Cadence's place. She was even lucky to have gotten an upskirt of the young princess. One of the benefits of disquising yourself as a personal bodyguard, she supposed.

"Did you hear me?" Chrysalis repeated. Lily cursed herself for not paying attention.

"Apologies, my queen. I was... Distracted." She countered, flushing from embarassment and frustration. She didn't get where she was today without being at least professional. Chrysalis heaved a sigh and glared at the back of Lily's head down her long nose. Despite being ravashing in her natural form, Chrysalis was an uptight bitch in need of a good lay and a firm smack to knock her down off her high horse... The queen repeated herself, obviously growing short of temper, not understanding the compromising position she had called her favorite lieutenant out of.

"I said I have a plan for getting Cadence, Celestia, Canterlot, and indeed, all of Equestria, back in my control." Okay, NOW she had Lily's attention. Originally, she had though the queen was calling her out for some drivel. Now, she was excited. Lily's scowl turned to a grin, and she stood back up to smile at Chrysalis.

"My apologies for not listening earlier. Please, enlighten me, my queen." A full head taller than Lily, Chrysalis was an intimidating, if alluring, figure. Slender, sleek body, modest bust, long arms and fingers, she was a vision of beauty. Her long, cyan hair cascaded down her back, hanging past her rear and almost to the back of her knees. Lily, by comparison, was somewhat short, curvy, with a slightly larger chest, though her wide hips added the counter to her boastful cup size. Her own hair was modest, hanging halfway down her back, with a slight wave to it. Chrysalis extended her long hand, cupping Lily's cheek.

"Who says there's only one kind of love we changelings can feed off of?" The wicked smile on Chrysalis' face sent chills up Lily's spine... The sort of chills one got before something life-changing happened. Chrysalis turned away, her head turning up into the sky as her wings unfurled, fluttering quickly before stilling, framing her ravashing body. The loose dress swished around her knees as the wind picked up, tossing her hair off of her bare shoulders. "Lily, I want you to travel to Ponyville. Find the six that interfered. Explore what you can do with different types of love. Study infatuation, lust, desire. I want to know if there is any way we can capture the essence... The soul of those six, and harness that combined power to use the Elements of Harmony ourselves. I believe that with my powers, along with the Elements, we can overcome Cadence's love." The queen whirled around once again, casting an arm to the side, as if issuing a final demand.

"GO! Take the six, bring me their very essence, and all of Equestria's love will be ours yet!" Lily snapped to attention and saluted crisply before leaving. She waited until she was in the shadows of the trees before cracking a massive grin.

Oh this was going to be fun.

---------------------- Chapter 1: Fluttershy ----------------------

The trek to Ponyville was, indeed, very long. Lily managed to make it halfway through the Everfree forest before needing a break. Fatigued and tired, she fashioned a makeshift camp for herself at the edge of a pond and set about to recuperating. Her mind had been preoccupied with thoughts of all the fun she was going to have in the week since Chrysalis had issued the order, that she hadn't actually THOUGHT about how she was going to accomplish the task... There was, obviously, a lot of studying to be done. Surveillance... Seduction. The very thought got her excited, and she had to take a quick bath in the pond to wash off not only the sweat from the journey, but her own liquid as well. Tempting as it was to use her fingers to enjoy the chill water and the hot sun, Lily had much to do before she could rest and recuperate. Besides... The Everfree Forest was a dangerous place, even for someone as talented as Lily. She managed a makeshift shelter that would keep any rain off of her and repel most animals and small beasts, but wouldn't do if she was going to stay for more than a week. Fatigued as she was from the long, arduous journey into the Everfree Forest, Lily needed some good food and a lot of really good sleep if she was going to arrive at Ponyville strong.

High noon broke on Lily as she gathered fruits and berries, scrounging enough for the rest of the day and the next morning, noting each spot so she could revisit it after she slept, gather even more. After her lunch and dinner were stored up, she gathered a modest amount of firewood and started a small blaze just outside her shelter, using flint and tinder from the small pack she had brought with her. A ring of large stones from the edge of the pond gave her an ideal place to put her pan, the heaviest thing she had brought with her. With it, she roasted nuts and sat back, enjoying the sight of the midday sun glinting off the surface of the pond. Lily allowed herself to space, relax, and let the tension in her muscles melt away. She leaned against her pack, kicking her ankle up onto her knee and braiding her fingers behind her head.

Lily packed light, preferring to travel fast and live off the land. She had brought a bedroll, one extra dress to change into, the pan, some basic supplies like flint and tinder, salt, a small sewing kit for repairs to her dress or sandals, and a very important gift from Chrysalis. The small, hand-held mirror was magical, and functioned as a two-way communicator. She merely had to charge the mirror with a small bit of her magic, and Chrysalis would answer immediately. Very rare, very complex magic went into making the artifact. She couldn't stand to lose it. She pulled the mirror out, gingerly turning it over in her fingers. The oval glass was framed with a bright, brushed silver, and engraved with magical runes that glowed faint green. Her long fingernail tapped the side before she tucked it away again, pulling the pan off the fire as the nuts began to crack open. She enjoyed the small treat and the relaxation by the pond, her eyes growing heavier and heavier. Shaking her head, she admonished herself for falling asleep now. She had to formulate a plan, and figure out how she was going to get to each of the six...

All of her studying slowly panned through her head, and Lily evaluated each detail in depth. Rainbow Dash, the speedy and cunning Avian. She had won the Best Young Flyer award for performing a Sonic Rainboom, something nearly unheard of in all of Equestria. Strong, agile, and maybe a little proud, Rainbow Dash was going to be a formiddable challenge. Lily tried changing herself into several different forms, trying everything from a muscular male mage to a sleek, fit woman. Nothing seemed to fit, so she saved Rainbow Dash for later.

Pinkie Pie, a bouncy, happy little bundle of girlish delight, would probably jump on just about anything with even the slightest hint of a rod she could stick in herself. Almost too easy. But she was loud, and would probably blab about the whole ordeal to her friends before Lily could think about changing targets. She'd prefer to save that one for last, but Chrysalis had warned her against not saving Twilight as her last victim. Pinkie, she'd figure out later. Always time to come back to the ones that were eager.

Rarity... Stuck up little bitch, from what Lily could gather. Too head-in-the-clouds to focus on simple things like love or sex. The mage was probably too busy fashioning dresses for the upper-crust citizens of Ponyville and surrounding areas to even worry about socializing... Then again, if that were the truth, how would she have been involved with the other five at all? No, there had to be some hidden hook behind the curvy, vivacious woman of a magi she was... Lily decided to come back to her later...

Applejack. Now there was a woman that got Lily going... Just the thought of those massive tits, muscular thighs, slender waist... Lily actually had to wipe up the saliva from her mouth. Applejack was probably straight as an arrow, and needed more than your average stud to ride such a thoroughbred woman. Lily tried a massive, muscular, hunk of a man, and found she could double her size with ease when she changed. The Apple Family were farmers, using some unorthodox method to retrieve apples from their massive orchard outside Ponyville. Experimentally, Lily used her hulking form to punch a nearby tree, and succeeded in rattling some of the branches. The punch left her hand stinging, however, so she decided to revisit Applejack's counter later...

Twilight Sparkle... Braniac, shut-in, and all-round bossy bitch. Though her powers were well-known, and Lily had seen some of them first hand, she was still skeptic of this recluse... This shut-in... She was going to have to do a little more research, but she was pretty sure Twilight would fall for a fellow bookworm. Lily was pretty knowlegable, having plenty of time to peruse the Royal Canterlot Library in her endeavours. She felt like she could connect with the slender, purple-haired geek, but as per Chrysalis, she would save Twilight for last... More than enough time to make sure she got it one hundred percent right.

There was one pony she was missing, though... Who the hell was it? The previous five burned in her mind, leaving a shadow of a sixth she just plain couldn't place... Her brow furrowed down as she thought of who she was missing... A picture of large, green eyes and long pink hair flashed into her mind... Who the hell...

"E-excuse me." Damnit, she could almost hear that voice in her mind. She just couldn't... Put a name with a face...

"Uum... Sir?" Ooh, it was haunting her, how close it was, but how she just. Could. Not. Remember.

"Y-your fire is... Uum... Hello?" She jumped and whirled around, coming face-to-face with the green-eyed, pink-haired phantom of a memory she couldn't place. Fluttershy. Staring right up... Up? A quick glance down reminded Lily she was still changed into a large man designed to seduce Applejack. She cleared her throat and changed her voice, dropping it down a few octaves, but speaking as kindly as she could manage.

"Sorry, little one." He managed. "I was daydreaming. What can I help you with?"

"I... I, uh noticed the smoke from my house, and I came to see what was wrong, but... Your fire is getting a little out-of-hand." She raised a meek finger back towards Lily's camp, and the snaking tendrils of flame that had spread, unchecked, towards her shelter.

"Fuck!" Lily kicked her... Him? Kicked herself for not checking her fire, and for letting one of her supposed targets sneak up on her like that. Her big feet pounded over the forest floor and into the shallows of the pond as she started heaving water back towards the shelter. Fluttershy seemed to back away, rubbing her arm with her opposite hand, watching Lily struggle to put the fire out. When the flames had backed off the shelter and subsided to smoking embers, she rushed forward and stamped the rest of them out, cursing all the while. Snatching her pack from inside the shelter, she quickly fished out the mirror, breathing a sigh of relief when she found it undamaged and unmarred by water. Damnit, that had been far too close. Turning a thankful gaze to Fluttershy, she offered a soft smile. "Thank you, miss." She almost called her by name. Come on now, you're working, girl! She kicked herself yet again. Head in the game. You can do this. "I'm sorry, I don't know your name?" Her voice matched the body style perfectly. Still got it. Not so rusty after all. She fought the urge to grin at her own success and instead managed an inquisitve look, offering a frying pan-sized hand to Fluttershy. The avian took it meekly, turning her head away shyly as her bangs covered her left eye.

"I-i'm... Fluttershy." She muttered quietly, so quiet, in fact, Lily had to fight the urge to scream at the girl to speak up.

"Sorry? Could you repeat that?" Lily asked again.

"F-fluttershy..." Satisfactory. Lily could always play like she had good hearing. Which she really did...

"Fluttershy? Beautiful name. What brings you to this, heh, neck of the woods?" Unassuming little avian gone, Fluttershy perked up, her lips turning down in a frown as she stood a little more firmly. Woah, this little girl could strike an image when she had to.

"Y-you shouldn't be starting fires! There are animals out here with homes you could have hurt!" Lily actually backed up a step.

"L-listen, I..."

"And even if you absolutely had to start a fire, you should keep a closer watch!" Fluttershy stepped forward, Lily stepped back, raising her hands defensively.

"I'm s-"

"You could have burned down the whole forest!" Huffing, Fluttershy finally stopped. Holy hell... For such a vague person, she could be awfully assertive when she tried.

"Maybe you could help me." Lily managed to say at last. "First off... Uum, where the hell am I?" Fluttershy seemed to snap out of it, her body perking up, making her rather prodigous chest jump a little. It was then Lily noticed what she was wearing. A loose blouse that fluttered around her arms and waist, but stretched tight across her chest. Probably only because she had a MASSIVE bust... The tan capris stopped mid-calf, exposing just enough of a tan to intrigue Lily. Her feet were covered in sandals that snaked and wrapped around her ankles, and her shoulders were burdened by a small pack not unlike Lily's.

"Ooh! A-are you... Lost?" She asked, the fire gone from her voice as she stepped forward meekly, sounding legitimately concerned. Lily nodded and feigned an embarassed blush.

"Yeah, I'm lost... I was headed here from... Well, I guess you could say Las Pegasus, but I'm not really... Eer, FROM anywhere... I guess you could say I'm a traveller..." Fluttershy smiled gently and gestured with an open palm.

"Y-you can follow me back to town, if you'd like. And if you're looking for a place to spend the night, I've got a spare room..." She blushed slightly. So. Damn. Cute. And obviously more generous than your average person. Lily fought the urge to drag her down and take her right then and there. In her male form, her desire began to rise uncomfortably against the front of the pants that had changed with her. A quick shift and it was gone, her body still massive and manly, just lacking the man part.

"I gotta get movin' on... Y'know? I like sleeping out under the stars, the not-so-beaten path under my feet... I could use some supplies, though. And I got a friend in the area looking for some permanent lodging, I'm headed to her place now. If you could point me to some places for rent, I'd pass the word on to her." Fluttershy seemed sort of downtrodden that he was moving on, but perked up at the mention of a friend.

"Of course. Come on, I'll show you in to town..."

"Holy shit, that was close..." Lily breathed as she leaned on the inside of the door to her newly-rented apartment. Just outside the main thoroughfare of Ponyville, the tiny studio was more or less given to her by a somewhat elderly old gal, who smiled knowingly at a pretty young face and told her she'd owe the first month's rent after she found a job... It wasn't so hard finding a place as evading Fluttershy. That girl could be awfully persistent when she wanted to be... Lily had managed to escape yesterday, hoof it out into the fields, grab a few hours of sleep, stow her pack, and change before returning to Ponyville, asking a few questions before finding the kind old landlady. The apartment was furnished, if sparesly. The bed still had a set of sheets and a thin blanket, thank goodness, but aside from that, there was a table with a single chair and some towels in the small bathroom. Enough to live off of. Lily had retrieved her pack before returning to town, and when the graying landlady asked her name, Lily gave it to her truthfully.

"Liliana, but my friends call me Lily." She said, surprised as the old lady wrapped her in a big, warm hug.

"Bless your soul, young 'un. That kind young lady Fluttershy told me how you was a friend o' the big one... Liam, was it?" She had given the name Liam to Fluttershy when she asked, hoping it fit. Lily nodded in the affirmative. "Yeah, Liam. The big galoot. Doing this hiking across Equestria thing agian." She laughed nervously and backed away. The old woman smiled and patted Lily on the arm.

"Well, tell you what, I could use a strong back and sure hands around this place. If you don't mind hard work to cover your rent, I can probably get you a job while you're in town." Lily could hardly believe it.

"Y-yeah! I owe you a lot! I'll work really hard, I promise." Her heart fluttered at her good fortune. Her first day in town and she already had a job? Things were going much better than she had originally hoped.

"Don't worry about it for now. Take a day or two, rest up, and take a walk around town. Trust me, there'll be plenty to do when you get back." The old landlady gave a sly wink before slipping away, leaving Lily to enter her room. Heart beating fast as a hummingbird's wings could fly, Lily locked the door behind her and slowly sank to the floor. First order of business: Sleep. She managed to crawl up on the bed and pull her dress off before slipping away, a sly smile on her lips as she drifted.

The next day dawned early, the dull light waking Lily enough. With a low groan, she dragged herself out of bed and showered, padding around the apartment naked to air-dry as she thought. Fluttershy had to be first... She was secluded enough from the rest of Ponyville society that no one would really suspect it if she got laid or not, and she already had a bond with Liam. Just thinking about that little chest-bounce got Lily thinking again, and she smiled softly, her hand falling to a smooth, shaved pubus... Yeah, it'd been far too long... Lily resigned herself to another shower, turning the water up high and assaulting her own womanhood with skilled, slender fingers. From her g-spot inside to her clit, Lily's digits played, prodded, and twitched, bringing her to a sweet, much overdue climax. She rose up on her toes, breathing hard as she came to the thought of Fluttershy's breasts in her mouth. Feeling more rested and relaxed than she had in weeks, Lily's head cleared right up. She began formulating a plan, one that had to work out perfectly. She had time. Chrysalis had told her failure was not an option, and the queen may have been uptight and bitchy, but she was patient. And intelligent.

Lily started to work the next day, resting up and eating a delicious meal courtesy of the house. In a week, she had paid off the apartment since it was dirt cheap. Two weeks after that, she had a few more furnishings and enough food to last her a month. After a month in Ponyville, Lily had earned a decent spot of money to get her through. Not to mention she had a veritable base of operations. She resupplied her pack and kept it ready to go in the closet, just in case she had to bail at any time. When her schedule normalized at last and she felt rested enough to continue, she decided it was about time Liam paid a visit to a certain cottage outside of town. Hoisting a duplicate pack onto her back, Lily waved at the Landlord, a lady by the name of Maggie, as she walked down the street on her usual weekly hiking trip. Taking a detour through a dark alley, Lily shifted into Liam, the hulking mass of a man twice Lily's size and three times as kind. She smiled and waved her big arms at everyone she met, smiling kindly despite the dark intentions she harbored.

It took her a good portion of the day to make it to Fluttershy's, and she arrived mid-afternoon, close to an early dinnertime. The small cottage was just across a gentle brook and surrounded by what appeared to be a multitude of animal pens and gardens... This woman obviously had an affinity for nature. He knocked on the front door, and was taken aback when Fluttershy almost immediately answered, dressed in a spaghetti-strap top and tight-fitting shorts that showed off her curvy thighs. She had to change her nethers almost immediately to avoid an awkward erection. There was an awkward pause before Fluttershy hurled herself into his arms, giving a stifled cry of "Liam!" Shocked, Lily wrapped her big arms around Fluttershy, nearly swallowing the poor little girl in her arms.

"Hey there, Fluttershy!" She managed at last, smiling as the happy avian squeezed Lily as best she could with her short arms. She beamed up at the changeling, tears of happiness streaming down her face.

"I thought you'd be gone forever!" She hiccuped, and Lily was compelled to wipe a tear away.

"Hey, hey, easy now. Come on, let's go inside." He pulled her in the door to the warm cottage, setting the hysterical woman at the table. She sat opposite, her large frame barely fitting in the chair. Lily looked around, noting the pots and pans hanging from the cieling, a warm fire crackling happily in the hearth. A quick glance betrayed an animal or two scurrying about, probably a squirrel or a bunny. This chick REALLY dug nature. She serruptitiously added a little dirt under her fingernails and changed her odor to something slightly more... Earthy. Flutterhsy sniffled and smiled at last.

"I thought you... You left. Travelling." She pouted.

"I toldya, I'm a traveller. Couldn't come back through this neck o' the woods without seeing your face again." She giggled softly and blushed, waving a hand dismissively.

"Can I offer you tea? Or are you passing through?" The second question came with a very serious expression, and Lily fought the urge to wrap her in her arms again.

"I'm not here for long, but I thought I'd try this whole sleeping under a roof thing... See if it's all it's cracked up to be." Fluttershy laughed at that and went to prepare tea, setting a kettle on a lit burner. Apparently he had caught her at the right time. A faint trace of soap in the air told him she had just bathed, probably after a hard day's work. She let her eyes take in Fluttershy's back, from her folded wings hiding behind a long, flowing mane of pink hair to the curve of her rear in the tight shorts, jumping as she padded back and forth between the stove and several different cupboards.

"Tell me about your journeys." She said quietly, pouring water into the kettle along with a few leaves. Lily set off into a long, cock-and-bull story about how he hopped a train to Manehattan and hiked all the way back, passing under Cloudsdale and through Fillydelphia. The story took a long while, as Lily was a very talented liar. The sun was going down and dinner had somehow made it's way to the table, both of them eating a hearty salad with rich dressing. Fluttershy was quiet, but engaged, looking at her with both big eyes, and remarking how incredible one part or another was. When Lily finished, crickets were chirping outside the big windows and the sun was sinking well under the nearby hills. They both fell silent and watched the steady approach of night across the sky. Fluttershy excused herself, standing at the door. Lily watched intently as she brought her fingers to her mouth and let out a high, shrill whistle that was nearly painful at this distance. Lily watched in amazement as animals of all sorts began racing in out of the woods. Wolves and rabbits ran side-by-side, deers bounding fearlessly alongside leapords and even a lion. Lily knew there was an ecclectic mix of fauna in and around Equestria, but seeing all this was almost overwhelming. All the animals sorted themselves into their respective pens, though one straggler approached Fluttershy, limping on a hind leg.

"Poor thing!" Futtershy exclaimed, gingerly lifting the injured bunny. "Oh my goodness, how did this happen?" The little thing wiggled it's nose pathetically, and the heartless lieutenant of the changeling army felt her heart break at the affront to nature. Fluttershy set the poor little creature on the table that Lily hastily cleared, gingerly poking the leg. The animal was so trusting, it was mindblowing.

"Shit, I don't have a splint for this." The unassuming little girl's curse caught Lily by surprise. She sprang into action, moving with grace depsite her large frame.

"Be right back!" She called, bounding out into the woods. The Everfree Forest wrapped around her, and even in the low light, she found what she needed. A straight stick and a few dangling vines later, Lily returned to Fluttershy's home with all the materials she needed. With Fluttershy's smaller hands and deft fingers, they both tied a splint onto the rabbit, and Fluttershy fed it a mix of shredded herbs that helped knock it out. The little bunny lay on it's side, small chest rising and falling peacefully as it slumbered.

"Thank you, Liam." Fluttershy said, laying her hand over Lily's with a soft smile. "I don't know what I would have done. I don't normally treat animal injuries... They usually heal themselves..." She shrugged one shoulder, the thin strap of her top sliding down her arm just a bit. Lily swallowed hard, thankful she had hidden her manhood for now.

"Not a problem." Lily choked, offering a brave smile. "You learn to make what you need when you... Heh, travel like I do." Fluttershy smiled and stretched, her mouth opening in a yawn. Apparently she had been working hard all day, straight up until Lily had arrived. Her flat, toned stomach peeked out under the top, and Lily thought she could spot a tanline peeking over the hem of her shorts. Fluttershy fell back to her feet, folding her wings back against her shoulderblades and smiling sleepily.

"Come on, Liam. I'll show you the guest room." Fluttershy looped her arm through Lily's and guided her upstairs to a short hallway. "That's me, that's the bathroom." She said, pointing to the only other two doors in the hallway. "Snacks downstairs... I-i'm sorry, but I need to sleep." She smiled sweetly up at Lily, then the most interesting thing happened.

Fluttershy stood on her tiptoes and kissed Lily's cheek, her soft lips betraying more than a friendly peck. The burning impression left made Lily stand there, baffled, as Fluttershy slipped into her own room.

"Sunava bitch..." Lily muttered, shouldering her way into the guest room. It was neat, warm, and dark. Lily removed the shirt she had on and slipped under the cover in her shorts, silently reminding herself to restore her manhood before she slipped off to sleep.

Dreamless the entire night, Lily awoke to a slight pressure on her shoulder. It grew a little more persistent, and she became aware of a soft voice.

"Iam... Liam?" Lily rolled over to look up at Fluttershy, her soft form highlighted by the early dawn light breaking through the windows. Birds chirped outside the open panes, and Fluttershy smiled down at him. "Sleep well?" She asked, smiling softly. Lily's sleep-riddled eyes slowly focused to behold Fluttershy wearing naught but a skimpy t-shirt and panties. White, cotton, and undoubtedly soft. The morning hit her crotch like a hammer, her morphed manhood standing straight up and away. Thank god for the blanket.

"Yeah..." Lily grunted, feigning indifference at Fluttershy's long, bare legs.

"Scoot over."

"Wha?"

"I said scoot over." Fluttershy insisted, picking up the blankets and sliding in gently. Lily could do little else other than oblige, scooting back to make enough room on the small bed for Fluttershy to stretch out next to her. A slender, bare leg pressed inbetween her own, and Fluttershy's lips invaded her own space as she kissed Lily deeply.

"Hmm?!" Lily managed to moan as Fluttershy kissed her deep and passionate, her lips igniting a fire in Lily's throat.

"Liam, I... I wanted to thank you for last night." She muttered gently. "It's... Been a long, long time, but... I..." Her hand plunged inbetween them, impromptly wrapping around Lily's already-throbbing cock. "I want you... Please, Liam, take me right here." Such brash words from the unassuming Fluttershy! Lily could do little else than lay there, mouth open, her tip oozing percum eagerly. Rather than speak, Lily returned the kiss to Fluttershy, opening her mouth so their tongues could wrestle eagerly.

The rest all happened in a wonderful haze. Lily felt Fluttershy's hands push her shorts and boxers down, and for some odd reason, their lips parted away, Fluttershy's leaving hers cold and bare. But not for long. Lily felt those full, round lips of the female avian's slide down her neck, elicting a shiver the likes of wich caused her entire body to flex. She felt more slimy percum ooze out of the slit at the tip of her throbbing member, and Fluttershy's hand spread the liquid all over the shaft smoothly. Where, pray tell, did this little wonder learn to handle a dick like that? Her mind was too full to focus on one single thing, and Lily felt her attention wander between Fluttershy's hand and her mouth like a ball caught in a volley between two skilled tennis players. The blows came shorter and quicker as those lips travelled down, down, down... Then it stopped. Lily managed a peek, but her vision was obscured by the blanket Fluttershy was under. She was doing something, if the elbows pushing against the covers were any indication.

Then it hit. A hot, slimy tongue laid flat against the base of Lily's shaft, dragging ever so slowly all the way up. She felt saliva cool in the morning air, causing her stomach to twitch and her hands raise to the headboard, for fear of grabbing Fluttershy's hair. The tongue gave way to something far more intense, and as well endowed as Lily had made herself, Fluttershy's hungry mouth was bigger still. Her open lips wrapped around Lily's cock, slowly pushing the thick shaft into her throat, burying it deep within her. She slid back out, coughing only slightly before returning once more, enveloping Lily in a wonderful, slick embrace. Fluttershy held that cock in her throat, moaning to send vibrations down the pulsating shaft. Lily bucked her hips, pushing her head deeper into Fluttershy's mouth. She felt the girl retch and pull out, coughing a little as the blankets exposed the whole scene. Lily's dick was coated in shining saliva, several thick strands stretching between the flexing head and Fluttershy's mouth as she panted, smiling down at Lily.

"Let me return the favor." Lily groaned, her hands leaving the headboard to pull at Fluttershy's panties. The fabric slid down her full legs easily, and Fluttershy blushed only slightly as Lily's large hand slid up her thigh, probing the hot, wet gash just waiting there. She twitched, her expression scrunching into what was possibly the cutest damn thing Lily had ever seen. With a devious grin, she began searching for her clit, finding it when Fluttershy's mouth opened in a silent gasp.

"There it is..." She muttered, her man voice rumbling pleasantly low. A large finger rubbed the spot back and forth, her lips cracking into an evil grin. Fluttershy gasped and twitched on her knees, slowly spreading her legs at Lily's insistence.

"Aahn!" She groaned, hand sliding up to grasp her large, bouncing breast. "Hmmmnn... Nyaaaaa!" Lily's finger pulled away, shining with Fluttershy's juices. She licked it clean, demonstrating powerful tongue work against the large digit. Fluttershy just panted with a large blush, her hands slowly stripping the thin t-shirt off. Her perky breasts were large, round, the minute nipples puckered with gooseflesh and apparently rock-hard. The blush deepend even more as her long leg swung out, straddling Lily's waist.

"What..."

"Shh..." The pink-haired avian laid a long finger over Lily's lips. "Just... Let me? You're so big, if you do it on your own, you might hurt me..." Her free hand fell to Lily's cock, stroking it a few times, spreading more of the saliva over it. Lily groaned and laid back, her eyes caught between rolling back in her head and staying fixated on the goddess perched above her. She settled for watching Fluttershy's face, the cute expression as her brow drew down, her hand guiding the thick head upwards into her waiting slit... Lily felt the wet lips peel apart, product of a second hand. She risked a glance down, and saw Fluttershy's tight, pink petals spread as far as they could probably go, and it still wasn't going to be enough. The thin strip of pink hair... natural pink? Neat. Was matted with wetness. Goodness, she was like a fountain down there! Still, she moved ever so slowly, pressing Lily's head against her wet center gently. With a smooth motion, Fluttershy dropped her hips, just barely fitting Lily's head in. By some miracle of grace, Fluttershy slid another inch in, her lips finally opening in an apprehensive cry of pleasure.

"Oo... Oooohh!?" She gasped, arching her back slightly. Lily grasped her hips, keeping her from rising off her shaft completely. With a firm but gentle touch, Lily urged her lower, lower still, feeling the fountain of liquid slide down the remainder of her shaft. Fluttershy began to shake then, and Lily stopped guiding her lower, arching an eyebrow curiously.

"I... I came..." Fluttershy whimpered softly, flushing down at Lily.

So cute I could just gobble you up. Lily thought, smiling as she sat up, wrapping her arms around Fluttershy's slight frame. "Take it easy, Fluttershy... We got all morning." She urged, now gently pulling Fluttershy down onto her. She made a mental note to not make herself so large next time... Though it did fit her current body-type... And poor little Fluttershy, nearly getting ripped apart on top...

"Liam, e-easy..." Fluttershy whimpered, her small hands sliding over Lily's shoulders, into her hair. "P-please... Be gentle..." Like she could resist after that. A firm grasp lowered Fluttershy's dripping gash around Lily's hard cock, sliding deeper and deeper into the wet, warm, walls of the cutest damn thing to walk the face of Equestria ever. "I'm... Ooh Celestia, you're ripping me apart." The poor thing, she could barely handle it... Then Lily felt it. There, deep inside Fluttershy, was her limit. Lily couldn't go any further, so she relaxed, letting Fluttershy take over. Much to Lily's surprise, the petite Avian pushed her shoulders back, laying Liam out so she could rise and drop her hips in a quick, slick, pace. Thank goodness she was so wet, or this was going to hurt both of them... A quick peek downward betrayed the oh so exotic sight of those tight, pink lips stretched to capacity around Lily's hot dick.

"Fluttershy, I'm... I'm gonna..." Lily panted, her stomach twitching. It was unbearable, trying to hold back when she was so damned close. Just when she thought it was going to spurt out, Fluttershy slid herself off, her hand taking place and stroking smoothly. Lily gave a strained cry of pleasure as she came...

"Ooh!" Fluttershy exclaimed, her stomach and breasts quickly covered in thick, creamy white strands of cum. She still stroked, and Lily got to watch each strand as it pumped out of her, gushing upwards and out to cover the petite girl still straddling her waist. Some of the drops fell to her own stomach, and still more arced into the sheets, indenting the fabric upon impact.

"Haah..." Lily groaned, her head swimming as Fluttershy's hand tenderly caressed her aching member. She laid her head back and heaved a sigh, only the other woman wasn't finished just yet...

"You're not done." Fluttershy said in a sultry, low voice. Looking back up, Lily watched that hungry, wide mouth open above her still-oozing cock, sliding her deep into her throat once more. She flexed and gasped, her entire form shaking as the bliss ripped through her entire body once more. Her mouth didn't stay for long, and was quickly replaced by her wet slit, sliding over the hard flesh smoothly.

"You're gonna milk me dry." Lily groaned, her hands falling to Fluttershy's thighs, following the smooth, bucking motion of a surprisingly experienced lover.

"Just... Let me cum once more, okay?" The meek little girl muttered. "I promise, I'll be done after this... One..." Fuck it. No balls, no glory. Lily sat up, wrapping her arms around Fluttershy and guiding her down onto her back. She yelped, surprised, as Lily took over the dominant position.

"Relax, and cum for me again, Fluttershy." She whispered into her ear, nipping the earlobe in a way that elicited a soft shiver. It didn't take long at all, in fact, Lily had just started up again as Fluttershy shook and arced her back, whimpering in the throes of another intense orgasm.

"Don't stop." Hungry little thing. "Keep going." Fluttershy urged, her hands sliding up to rest on Lily's broad back.

"Don't hold back." Lily countered, sliding in all the way to the back again. Fluttershy writhed her hips, bending and twisting her thick cock wonderfully. Still, Lily had just came. Hard as she was, she still wasn't cumming anytime soon. Fluttershy, however, was down two, and hungry for more. Lily being female herself at heart knew Fluttershy could handle two, maybe three more before she was tapped. Sure enough, the third came in short order, though Lily showed no quarter. Despite the flexing muscles that squeezed her member firmly, she still slid in, her hips moving in time with Fluttershy's ragged breath. The poor girl underneath her was nothing but a melted blob of pleasure, able to do little else than lay there and take it.

When Fluttershy's fourth orgasm ripped through her, Lily struck. Hand hovering just above Fluttershy's heaving chest, Lily fed, pulling at something deep within the avian female. Half-unconscious, Fluttershy did nothing to stop her. If anything, she gave it willingly. Her hand glowing a deep, malevolent green, Lily pulled at Fluttershy's love, at the power that sustained all Changelings... And pulled it out of her.

Chrysalis had been right.

Changelings COULD feed off physical desire...

She held the proof in her hand. Floating just above her palm was a green, ethereal orb of pulsating, shifting mist... It swirled slowly, shifting as if a soft breeze blew by it. Fluttershy, weak and panting beneath her, had closed her eyes, hadn't felt a damn thing. But what Lily held in her hand changed everything. Quickly, she absorbed it into her own chest, feeling the power nustle into her breast, hold itself just behind her sternum, and fill her with a soft warmth.

"That was... Amazing." Fluttershy moaned, reaching a hand up to caress Lily's flat stomach, a smile cracking on her lips. The soft words snapped Lily out of her funk, and she stretched out next to the sweat-stained, sticky woman.

"Glad you liked it, darlin'." Lily said in a low, quiet tone, smiling as Fluttershy curled against him. They laid there for a while still, talking, laughing, and cuddling. Lily was slightly distracted, and felt a familiar pressure build in her bladder. She squirmed against Fluttershy, blushing slightly. "I, uh, gotta pee..." She admitted embarrassingly, and Fluttershy smiled in a knowing way.

"Go. Then let me go after you... Then shower with me?" The thought of a steamy, hot shower made Lily shiver, and she nodded before giving Fluttershy a deep kiss. Lily padded into the bathroom, looking at her haggard expression in the mirror.

Chrysalis was right... Holy shit, she was RIGHT. I can do this... I can get the other five... We CAN take the elements of Harmony... She peed, relishing the sweet release before washing her hands and opening the door. Fluttershy kissed her chest as she slipped by, keeping the door cracked as she did her own business.

"Come on in." She said as the toilet flushed, and Lily joined her as they stepped over the threshold of the shower. The water jolted against them, cold at first but slowly warming. Fluttershy tucked herself against Lily's broad chest, sighing as the large, heartless changeling lieutenant embraced the slight little girl.

"I-i know it isn't much to offer, Liam..." She said softly, her words almost lost in the sound of the flowing water. "But if you're ever in the area, my house is open to you..." Lily was quiet for a short while before kissing Fluttershy's head.

"Thanks, darlin'. I owe you one." She said gently, giving her a gentle squeeze. They showered and embraced under the hot water before Fluttershy excused herself, drying off and slipping out with a towel wrapped around her chest. Lily scrubbed herself a little longer, shutting off the water and slipping out just as Fluttershy appeared in the doorway, wearing a similar blouse and capris that she had worn the first time she'd seen her.

"I've got to go, but help yourself to some food before you leave. I know you have to get going yourself." She advanced and laid a hand on Lily's wet stomach, standing on her tiptoes for another deep kiss. She was right, Lily probably should get back...

"Thanks, love." Lily wrapped an arm around Fluttershy's waist, pulling her into another, deeper, more lustful kiss. Fluttershy squeaked cutely and returned the kiss with some tongue, holding Lily tight for a few moments before slipping away and out of the door. Lily dried off and dressed, retrieved her pack, and was gone.

"You're sure?" Chrysalis said quietly, her voice distorted even more than normal by the power of the mirror.

"I'm telling you, I've got it right here." Lily pulled the mirror away, shameless showing off her naked chest and the soft green glow that shone there.

"That's it?" She asked again, her queen peering closer into the mirror, her eyes wide.

"After the fourth orgasm, I tried feeding on her. I felt something, so I pulled on it, and this came out. So help me, I'm afraid to pull it out again, but I promise you, my queen, it's there." Lily talked fast, excited at the changes this entailed. Chrysalis' face broke into a smile, sending those shivers down Lily's spine once more.

"You've done admirably, Liliana. Return once you have the other five, and I will see to it you get whomever you please to feed off of personally." Such a promise from Chrysalis carried weight. And if it meant Lily could choose anyone in all of Equestria to keep as her personal love slave, that in and of itself made her quiver with anticipation. She could choose Twilight, Fluttershy... Maybe even Luna or Celestia herself... Then again, the hunky Shining Armor seemed like a decent choice as well...

"Thank you, my queen." Lily said, bowing her head in view of the mirror. Chrysalis cracked a smile, nodding in return.

"Go now, Lily. Do whatever you can, and get the other five." The simple sentence might as well have been an order, and one that Lily planned on carrying out to the best of her ability. The green runes faded to nothing around the silver mirror, and her queen's visage with them. She set the mirror on the beside table and stood, stretching nude in the middle of her tiny studio apartment. She was on her way... Three short days after taking Fluttershy's essence, she felt more revitalized and happy than she could remember in recent weeks. Looking out the third-floor window at the few people walking by below, she cracked a soft smile.

Oh this WAS going to be fun.