A Stallion Surrounded By Mares

by Enigmatic Otaku

Rating: mature
Tags: Princess Luna, My Little Pony: Friendship is Magic, Bat Pony, Alternate Universe, Original Character, Porn, Comedy, Sex, Twilight Sparkle, Main 6
Length: 25627

Two days after a drunken romp with Rainbow Dash, Dusk Shine spends his first ever sleep over with his five, female friends.

Two days after Dusk Shine's drunken escapade with Rainbow Dash, it finally happened, the girls are organizing another one of their little get-togethers, and for once, he was invited!

However, as much as the young unicorn is excited and really looking forward for a chance to truly bond with his friends, he can't help but feel a little nervous. Not only would this be his first ever sleep over, but his night with Dash had made him painfully aware of a fact that he'd somehow managed to overlook this entire time.

He's a stallion.

They're mares, and pretty attractive ones at that.

And they're all going to be spending a night alone together...

Dusk hopes that predatory smile they all flashed when inviting him was just all in his head...

Commissioned by Anonymous.
Cover art by

dennyvixen

Published 2015-12-21 13:40:03 UTC
Last updated 2016-01-29 10:56:23 UTC

What, no, I'm great at sleepovers! I happen to have a book on that subject!

"Hmm," Dusk Shine sounded, standing before the bathroom mirror and inspecting his reflection from multiple angles. The young unicorn had spent the last ten minutes there, combing his mane into different styles and experimenting with his appearance, as he wanted to look his absolute best for tonight's activities.

Yesterday morning, after a drunken night spent with Rainbow Dash--an event that brought a red hue to Dusk's face when recalling what he could from it--he awoke to find the rest of his friends, Applejack, Rarity, Fluttershy and Pinkie Pie, all gathered in his home. They were summoned there by Rainbow Dash, who told them of how left out and alone Dusk felt whenever they had their planned outings without him; information she managed to pry from him after alcohol had loosened his lips. Apologizing, and wanting to rectify that dilemma, the girls personally invited Dusk to their next gathering tomorrow night (tonight, in present tense), which happened to be a sleepover a Pinkie's.

A short time after he happily accepted their offer--and a strange batpony had limped out of his home--the girls began to leave, but Dusk managed to catch Rainbow before she did, as he had a few questions to ask her, hoping to express his concerns on whether or not their 'night together' had changed their friendship between them in any way. Were they a couple now? Were they more than friends? Less than friends?

After a short guffaw from the rainbow-maned mare, one that both worried and confused Dusk greatly, she reassured him that they were still friends and definitely not a couple; she humorously told him to just chalk it up to one of those inevitable outcomes caused by mixing alcohol and hormones together. Besides, it wasn't all bad, because Dusk was, as Rainbow so casually put it, 'a good lay' and that he should take pride in that. Not long after she left, Spike returned, complaining about being sent all the way to Canterlot just to dust an already clean bookcase. Keeping what happened the night before to himself, Dusk apologized and promised to later make it up to the little dragon.

"Hmm, maybe I should take another bath," Dusk muttered to himself as he used his magic to will his mane back into its regular style, soon hearing an annoyed sigh that caused him to turn to its source.

"Ugh, another one?" Spike griped, impatiently tapping his foot as he stood beneath the bathroom's doorway with a shower cap atop his head, a red and white polka dotted towel wrapped around his waist, and a yellow, rubber duck held in his claws. "Come'on Dusk, you've been in here for hours! You're not the only one whose got places to be, and I don't want you using up all the hot water again! Cold-blooded and all, remember?"

Turning back to the mirror, Dusk sighed. "Sorry about that, Spike. It's just...I want to make a good impression, you know?"

"Uh-huh, you know I still don't get what the big deal is," Spike said, walking over to the tub to test the water's temperature. "So you're going to a sleepover with the others, so what? I'm going to one with the crusaders, and you don't see me getting all antsy about it."

Forehooves on the sink's rim, Dusk lowered his gaze to the drain before replying. "Well...that's because my sleepover's a little different than yours. Other than it being my first one, especially with the girls, I'm going to be the only stallion there..."

"And?" Spike questioned as he turned on the tub's faucet, slowly filling it with steamy water before tossing his rubber duck in. "I'm going to be the only stallion at mine too...well, er, not a 'stallion', but, eh, you know what I mean. Anyway, I'm not getting your point here. What's the big deal if you're the only dude there? It doesn't seem any different to me than when you're hanging out with them at any other time."

Dusk shook his head. "No, Spike, things are definitely different now...things have changed... After Rainbow and I--" Halting in mid-speech, his eyes widened as he turned back to Spike.

"After Rainbow and you..?" Spike said, patiently standing there with a neutral expression, gesturing for Dusk to continue.

Realizing what he was about to carelessly reveal, Dusk smiled awkwardly at the baby dragon. "Eh...maybe I'll tell you when you're older, Spike..."

"Hm, whatever," Spike replied with a shrug and roll of his eyes, dismissing it as another one of those 'adult' things he doesn't have to worry about for another few years. After turning back to the tub, Spike removed his towel and set it aside, then began to climb over its edge, slowly immersing himself into the balmy liquid and allowing the spreading warmth to be absorbed through his scales and into his core. "Ah yeah, that's the stuff~" Spike purred as he rested more comfortably in the neck-high water, a pleasant, warmth-induced tingle already running up his spine.

Lightheartedly scoffing at the sight of Spike soon batting his little rubber duck around, Dusk made for the door. "Heh, well, I guess I'm as ready as I'll ever be. Try not to have too much of a good time in there, otherwise, you'll miss you're sleepover with the crusaders."

"Yeah yeah," Spike said as he raised his hand out of the water, using it to mimic Dusk's yapping mouth. "You just worry about yours and I'll worry about mine."

"Hmm, well, alright then," Dusk said as he walked out of the bathroom, only to have his head pop back in moments later and nearly startle Spike. "Hey uh, Spike. You wouldn't happen to know where--" Irritated, Spike cut him off, as he knew immediately what he was asking for.

"Look under the 'S' section, where it should be..."

Smiling gratefully, Dusk nodded. "Oh, uh, thanks! Um, don't forget to lock up when you lea--"

"Just go already!" Spike yelled, splashing some water at Dusk.

Narrowly avoiding Spike's water artillery, Dusk got the message. "Right, right...uh, have fun with the crusaders!" he yelled as he moved away from Spike's sight, allowing the young dragon to finally enjoy his bath in peace.

"Alight, Dusk...it's now or never," Dusk silently muttered to himself as he stood outside of Sugarcube Corner in the brisk night air, a lit room from the building's second floor serving as a tell-tale sign that somepony was already in there.

Done with psyching himself up, and having been told in advance that the front door would be left unlocked, Dusk gradually opened it, entered the establishment-slash-home, politely closed the door behind him, then proceeded to climb up the stairs to the second floor and began following a discarded trail of confetti in the hallway that lead him to Pinkie's room. Standing anxiously before it, Dusk assumed he was the last to arrive, because inside, he could pick up all five of the girls' distinct, albeit muffled, voices through the door.

Fortifying the last of his resolve, Dusk raised his hoof and hesitantly used it to knock on the door. Momentarily worried by the resulting murmurs and shushes, he was relieved to hear a set of approaching hoofsteps, followed by the door soon opening to reveal Rarity on the other side.

"Ah, Dusk, darling, delighted you could make it. Please, do come in," Rarity greeted with a warm smile before stepping aside, guesting for him to enter.

Looking down to where hallway tiles ended and bedroom carpet began, Dusk took a slow cleansing breath before stepping forward, wanting to commit to memory the moment he finally joined his friends on their pre-planned activities. Once he had finally crossed over the threshold, he looked up and was delighted to find the rest of his friends, Applejack, Fluttershy, Pinkie Pie and...and Rainbow Dash, all within the bedroom, each bearing him a welcoming and inviting smile.

Having noticed his prolonged and unnecessarily slow entrance, Rarity's expression towards him became one of amusement. "Hmm, bit of a flare for the dramatic, don't you think?" she said as she used her magic to close the door behind him. After Dusk had responded by blushing while rubbing the back of his head, as well as flashing her an awkward, nervous smile, Rarity cleared her throat before holding her head up high and stepping forward to towards the group. "Now, ladies, as you can clearly see, our guest of honor has finally arrived, so--"

"Ah shucks, Rarity. Cool it, will ya?" Applejack interrupted before gesturing a hoof at Dusk. "Can't you see he's already nervous enough as is? There's no need to put him on a pedestal like that. What, do you have half a mind to scare 'im off?"

Pulling her head back, Rarity released a very lady-like gasp into her hoof. "Well excuse me, Applejack, but we all went through the trouble of arranging this little party so it would serve as both an apology and a way to make it up to him for all those times we've neglected to invite him to our previous get togethers, so I apologize if I was being polite and courteous." Turning her head away with an audible, disgruntled 'hmph', she then said, "Much unlike a certain drawl and crude farm pony I happen to know."

Raising a brow in indignation, Applejack tilted her head at the white unicorn. "Pardon? Them unprovoked words there sounded a lot like a jab steered in my direction..."

"Um...we're having a party?" Fluttershy questioned, brushing strands of her mane aside from her vision. "I thought this was a sleepover..."

"It is!" Pinkie exclaimed from behind, startling the normally shy pegasus. "It's a sleepover and a party! A sleepharty, silly!" Furrowing her brows seconds later, the pink mare placed a hoof under her chin as if in thought. "No, wait...sounds kinda gassy. Um...a partyover? Partysleep? Oversleep? Come'on Fluttershy, I can't be the only one with the ideas here!"

"Um..."

"Anyway," Rainbow announced loudly as she approached Dusk, capturing everypony's attention and silencing both Rarity and Applejack before a heated argument had the chance erupt between them. "Sup Dusk," she said with a friendly punch to his shoulder, "glad you even bothered to come at all."

Rubbing his shoulder, and seeing what she did, as well as being grateful to her for preventing their bickering from ruining the festivities before they even began, Dusk pulled his head back with a smile. "You kidding? I wouldn't miss this for the world!"

Returning his smile, Rainbow nodded. "Well that's great, happy to hear that. But uh, quick question though." Using a wing-tip, she pointed at what was strapped to his side. "What's that you got there?"

"Oh, this?" Dusk answered as he used his magic to removed his saddlebags, soon opening it to pull a book out from it. "Just Slumber 101, a reference guide to sleepovers; thought I might need it since, well, this is my first sleepover and all."

"Oh, it...it is? And I see you uh...you brought a book for that," Dash said, trying to mask her disheartened tone, her ears flattening at the sight of it. At any other time, she would have laughed, but seeing that she was partially responsible for him never being invited to one in the first place, she instead turned back to Applejack and Rarity, giving them a glare that conveyed the message 'You hear that? It's his first, so you two better not screw this up by arguing!'

Message received, and feeling just as guilty as Rainbow, the two turned to one another, nodded, and silently agreed not to ruin this night for him. Doing so would be counterproductive to the plan after all...

"Um, Dusk, darling," Rarity soon said as she approached him, placing a hoof on his shoulder. "As much as we all...er, appreciate your preparedness, the book really isn't necessary."

His face grimacing in confusion, Dusk eyed the book, then her, then back again. "You sure? But...I don't really know what the proper sleepover procedures are, like," he opened it to a random page, "like makeovers..." His expression turning blank, he looked up from it. "Huh," he clicked his tongue, "starting to think that maybe I should have given this a quick read before bringing it..."

"Perhaps," Rarity said as she used her magic to take it from his own magical grasp, moving it to the far end of the room. "But, you can relax, darling, as there are no procedures for what this night has in store." Wrapping her hoof around his neck, she turned him to face a table by the wall that had various snacks and beverages atop it. "As you can clearly see, we've got quite a selection to last us through the night, as well as plenty of activities later on to entertain ourselves with, so just go with wherever the flow takes you and enjoy yourself. After all, you're among friends here, so why not 'cut loose' as they say?"

"She's um, right."

"Mhmm, 'course."

"Yeah, Duskie!"

"Books shmooks, just unwind and have fun, ya egghead!"

Hearing their words of encouragement, Dusk was filled with a new-found sense of confidence, bringing a wholehearted smile to his face. This was what he wanted, to be part of the group without the excuse of a world-threatening crisis, to belong, and right now, he was feeling just that.

"You know what, you're right guys! You're absolutely right!" said Dusk with an ecstatic nod, feeling excitement for whatever the rest of the night had in store. "But um, what should we do first? I don't really care what it is, just as long as it's with you guys!"

"Really?" Rarity said in interest before inspecting Dusk's face from all angles, a small grin soon appearing on her muzzle. "Well, since you mentioned makeovers earlier, and now that I'm starting to picture it, I believe I can make your eyes really pop with a touch of mascara. Hmm, perhaps add a bit of eyeliner and a shade of blush? Oh, what do you girls think?"

Anything...except that...

"Whoa there, Sugarcube," Applejack said, verbally reining Rarity in, leaving Dusk incredibly grateful for the rescue. "The party's only just begun, so let's not start it on the wrong hoof by immediately emasculating the only stallion in the room..."

Moment's later, Dusk's easygoing smile faltered, as he was reminded of something that he had forgotten when he arrived. Applejack was right, he is the only stallion in the room...and he was going to be spending the night alone with five--now that he thought about it--gorgeous mares, each stunning in their own way. He clearly didn't think of them like this before, but his night with Rainbow had opened new windows in his mind, allowing him to see them all in a different light for the first time.

Suddenly, just looking at them without staring too long became an issue.

"Eh, y-yeah, Rarity," he said, his gaze now lowered to the floor. "Let's uh...let's not do that..."

"Fine, fine," Rarity relented. "Let's ease into the night with something simpler then. Oh Pinkie, deary, you know where the board-games are, mind telling me where you keep them? I'd rather not run the risk of opening random drawers just to have a blast of streamers and confetti ruin my perfectly maintained Coiffure." When she didn't respond, Rarity turned to her. "My word, Pinkie, what's outside that window that has you so enthralled?"

"Don't know," Pinkie answered, her squinted eyes looking through the window's closed blinds. "I think something's watching us from one of the trees..."

Raising his sight a bit, Dusk spoke up. "Oh, um...that's probably just Owlicious. Yeah, little guy's probably wondering what I'm doing here."

"Oh, should we let him in?" Fluttershy asked.

Dusk shook his head. "Nah. Flying around at this time is about the only exercise he gets, what with being a nocturnal bird and all. Anyway, uh, about that boardgame."

"Progress?" Luna asked beneath the cover of the leafy canopy, a forehoof placed against the tree's trunk in order to better balance herself atop its thick branch.

Laying flat on his stomach beside her, and trying his best to make out the figures through the closed blind via binoculars, Flashlight spoke. "Uh...looks like they just started a board game."

"A board game?" Luna questioned. "They're not, say...oh what's the word ponies use nowadays...'smooching'?"

The batpony guard lightly shook his head. "Nope, not as far as I can tell."

"Ah, well, continue your surveillance, Private Flashlight." That still wasn't his name... "If I am to get so much as a piece of Dusk Shine, then I must be informed the exact moment they do..."

"Or you could just, I don't know, go in there and ask if you can join them," Flashlight suggested with a shrug.

Laying her back against the tree's trunk as she sat atop her haunches, Luna scoffed in amusement. "It's a party of slumbers, Flashlight, and I wasn't invited. There are procedures to be followed, so if I wish to include myself in what I sense to be an orgy in the making, and one of great magnitude mind you, then my best chance to include myself would be to slip in when they are all lost in the throes of passion and desire."

"Uh-huh, yeah, that sounds great and all, Princess, but uh," turning to her, Flashlight tapped the plaster cast covering his pelvic area, "ya mind explaining why you pulled me out of the hospital for this? Still kind of in the process of recovering from getting 'placed' with you. Also, don't you uh, have some other princess-y duties to attend to than this?"

Her expression souring, Luna spoke. "Flashlight, look up." Grunting, he barely raised his head. "I said look up."

"I'm trying to, Princess, but this is as high up as I can see from this position without having to move my rear legs."

"Ugh, fine, be difficult then," Luna said. "Well, you see that giant shiny thing in the sky that I happened to have been trapped in?"

"Kinda," he answered.

"Well, I'm not sure if you're aware, but it's called the moon, and, oh yes, look at that, it's up, so I guess I did my job," Luna sassed before grinning moments later. "On another note, I fail to see why you continue to complain about getting placed with me, as you seemed to have been weeping tears of joy during."

"No ma'am, I can assure you that those were in fact not tears of joy," Flashlight corrected with a stone face, soon recoiling visibly from the flashbacks. "You...you just kept going... I prayed for another changeling invasion if it would have gotten you to stop... I'll admit, it's pleasurable at first, but after one's stamina has been drained by multiple orgasms while you've still reached none, it warps into an experience I wouldn't wish upon my worst enemy..."

"Hmph, baby," Luna said with a dismissive roll of her eyes. "Just continue monitoring and be sure to tell me if anything changes. Remember, Flashlight: I wish to be informed the exact moment it does, so be vigilant."

"Mhmm, understood, ma'am," Flashlight stoically replied with a salute before looking through the binoculars again.

An hour had gone by and, so far, Dusk was having an excellent evening with his friends, all of them circled around a game of Ponopoly as they casually conversed with one another. Seeing that the game in question was one of careful planning and wise investments, Dusk was naturally in the lead with Rarity and Applejack closely tied for second, Fluttershy being third, Pinkie fourth, and a frustrated Rainbow Dash, who's reckless spending landed her in the dungeon several times, was dead last.

However, despite how much fun he was having, Dusk couldn't help but feel a bit on-edge, as he noticed a while ago that the girls have been whispering to one another and giving him looks whenever they thought he wasn't looking, looks that he could only describe as playful and...and impish. In those mere, brief moments he managed to observe through the very corner of his eyes, he made the distinction that they almost resembled foals sharing a scandalous rumor around the schoolyard, with Dusk most likely being the main subject of their circularized gossip. It didn't take long for his mind to formulate a probable cause for their strange and secretive behavior.

Did...did Rainbow tell them of what happened between us? he thought, trying to keep himself looking chipper in their company in order to avert suspicion of his true thoughts. I mean, it makes sense. Unless there's something else going on, why else would they be giving me these looks?

Now that he put a sliver of thought into it, it seemed that when they finally invited him yesterday morning, their expressions all looked as if they had some underlined, ulterior motive for doing so, and Dusk had absolutely no idea what it could possibly be! They said this sleepover served as an apology and a way to make it up to him for excluding him so much, which in itself feels authentic, but Dusk couldn't shake the feeling that there was possibly more to it. He could sense it in the room's very atmosphere, and somehow, he knew that he was girls' main focus, in more ways than one...

Moments later, Dusk's rationality kicked in, causing him to scoff to himself in amusement.

You're being silly, Dusk, you're a stallion of science, and other than Pinkie's patented Pinkie Sense being the sole exception, you're not one to follow ludicrous things like 'gut feelings', there's no conspiracy. You're finally hanging out more with your friends, which is what you wanted, so stop trying to poke holes where there are none and enjoy yourself. But uh, first, turning to the window, Dusk made a motion to stand up, I should probably check up on Owlicious, see if he's still in the tree an--RIGHT THERE! THEY'RE DOING IT AGAIN!

Instead of getting up to look through the window like he planned, Dusk immediately chose to sit back down, as he was sure he saw Rarity point at him while whispering something into Pinkie's ear, the pink mare still giggling at whatever was said.

S-She did, she definitely did! Rainbow told them! Wide eyes faced forward, and struggling to keep his composure, Dusk began to panic internally. I know Rainbow said she was ok with it, but what about the others? What do they think? What we did is something friends normally don't do, so they probably all hate me for it! Oh, coming here was a mistake...I never should have agreed to this!

After closing his eyes to avoid looking at then, and his breathing starting to deepen, a new thought soon occurred to him, this one easing his mind somewhat.

No, wait...Applejack and Rainbow, who are obviously not hated or shunned from the group, did do that, and in front of the rest of them! Sure, they were drunk, but so was Rainbow Dash and I! And...and even if that was a valid reason to hate me, they definitely wouldn't have invited me over if they did. Plus, now that I'm really thinking about it, these looks they're giving me don't seem to be ones of scorn or contempt, but instead...curiosity? Huh... you know, if I didn't know any better, I'd say that what they're displaying is...is interest...

Moment's later, his attempt to decipher their actions soon brought him to a possible motive that, despite it being highly unlikely, caused his body to warm up to an almost uncomfortable degree, his reddening face serving as the only clue to his changing internal temperature.

Wait, is it possible that they--

Giving his eyes a slow, hard blink, Dusk freed himself of that thought, as he realized it was a ridiculous notion! Just because they might of heard that from Rainbow doesn't mean that they'd....that they'd all want to try for themselves... No, this was reality, not a work of fiction like one of those cheesy adult novels Dusk places at the higher book shelves to hide from Spike, so he had to start thinking realistically and pull his mind out of the gutter, starting...now!

...

...

...

Of course, if, by some small miracle, his friends actually were interested in him in that way and had invited him over for...for that, then he wouldn't be entirely opposed to the idea, as, looking around his little gathering, Dusk would admit that the girls really were attractive, each with their own unique and individual features that held certain appeals to him.

For Applejack, it was her emerald eyes complimented by her adorable freckles; Rarity, her sensual voice and ability to use the right amount of make-up to enhance her already stunning facial features; Fluttershy, her remarkable, curvaceous figure that earned her a temporary career as a model; Pinkie Pie, her energetic and well-contoured body, molded from constant, never-ending activity, even if some of said activities defied the laws of physics; and finally, Rainbow Dash...well...what was there that hasn't already been said? Her lithe, well-toned, athletic body was certainly pleasant to the eye, especially to his hooves when they caressed her in places where--

Giving his head a quick, jolting shake, Dusk forced his gaze back down to the game board, worrying if that one night with Rainbow Dash had turned him into a sexual deviant.

"Uh, you alright there, Sugarcube?" Applejack asked him, shaking Dusk enough from his stupor to notice that the rest of the girls were staring at him with raised brows. "You've been awful quiet for a good while now. Everything alright?"

Shaking his head a little too quickly for his liking, Dusk put up a smile as he responded with, "Oh, uh...n-no, I'm good! Everything's fine! Was just uuuh..." Rubbing the back of his neck, Dusk scanned the room, looking for an excuse to his behavior before his eyes soon settled on the playing phonograph atop the nightstand. "Was just wondering if we should turn down the music! Yeah, that's it!"

"Why? It's my jam!" Pinkie cheerfully replied, utilizing the curly end of her logic-defying, impossibly prehensile mane to pick up a tortilla chip, then using it to scoop up some cream from a bowl before plopping it into her mouth with a crunch. "What, you don't like it?" she said as she began to chew.

"Uh, n-no, no it's not that," Dusk answered, relieved to see that his improvised excuse worked, as the others were turning their attention back to the board. "It's just...uh, aren't you worried that we might wake the Cakes?"

"Pfft," Pinkie sounded, much to Dusk's surprise, covering her mouth with her hooves and stifling a short chortle with a snort. "The Cakes don't actually live here, silly!"

"Oh, um, never mind then," he said, looking back to the board. Moments later, after his mind did a double take, Dusk stared back at Pinkie, completely perplexed. "Wait, what? They don't?"

"Nope," Pinkie answered with a quick, carefree shake of her head. "Lot of ponies in town think they do 'cause of Sugarcube Corner's second floor and all, but they don't."

"Really?" Dusk questioned before gesturing towards the door. "But, the other rooms in the hallway..."

After dipping another chip into the bowl before eating it, Pinkie was quick to answer. "Other than one of them being the bathroom, they're all used for storage, just like this room was before they hired me! Yup, the Cakes really live a few blocks away, so you don't have to worry about bothering them--it's just all six of us alone here!"

"Oh, uh, y-yeah...that's great to hear then," Dusk said rather uneasily. Great, now that he learned that the Cakes weren't even in the building, Dusk's apprehensiveness grew exponentially, because now...now he suddenly felt as if he were isolated on an island with the girls. Nopony around to bother them...to interrupt...

"Mhmm, yup!" Pinkie said with a nod, dunking another chip in the bowl before crunching into it. "Holy smokes, this is some really good dip!"

"Dip?" Rarity repeated, not recalling seeing any on the snack table earlier. Once she turned to Pinkie, she gasped when she saw what exactly the pink mare was so happily digging into. "Pinkie! That's not dip, that's the cream for my facial mask!"

Pausing right as she was about to bite into another chip, Pinkie's eyes focused on it, then Rarity, then back to it before her teeth slowly clamped down onto it with a loud crunch. "So it is," she said as she chewed. "So it is..."

"Oh, and you seemed to have eaten the rest of it as well," Rarity said dishearteningly as she looked into the bowl. "And here I was hoping to exfoliate before we--" Placing a hoof daintily over her mouth as if to stop herself, Rarity's eyes gave Dusk a quick glance before she cleared her throat. "Ahem, no matter--what's done is done. Anyway, um, who's turn is it now, hmm?"

"Oh, I think it's Rainbow's," Fluttershy answered, prompting the girls to turn to her.

Staring at the board as if she were ready to start a fight with it, Rainbow spoke up. "Yeah yeah, hold on...I'm thinking..."

"Heh, well careful there, Rainbow, don't want ya thinkin' too hard and end up hurtin' yourself now," Applejack jested, earning a laugh from herself and the rest of the girls.

"Oh hardy-har-har," Rainbow said with a roll of her eyes.

As the girls continued to lightheartedly chuckle at Rainbow's expense, Dusk remained silent as he stared at Rarity, wondering what she was going to say before stopping herself and was curious as to why she had glanced at him right after doing so. Were his speculations correct? Were they actually planning to--

Shaking his head once more, Dusk berated himself for considering such thoughts that he could only describe as...as wishful thinking gone perverted. Choosing to keep his mind busy with something else, Dusk redirected his focus onto the game and patiently waited for Dash's turn to be over.

"Hmm," Rainbow sounded, rubbing her chin in thought before nearing her hoof to the board. Right when it seemed as if she was about to finally make a move, she instead yelled, "Fuck it, I'm bored," as she unceremoniously flipped the game board over, dispersing plastic game pieces and fake bits everywhere, much to everypony's dismay.

"Hey, I was winning!" Dusk complained.

"Sure you were," Dash said in a humoring, doubting tone, reaching for the bottle of cider she and Applejack had been passing back and forth. After placing it to her lips, and finishing it off with a long, upward chug, Rainbow set the now empty bottle sideways atop the upside-down game board. "Anyway," she said as she gave the bottle a trial spin, beaming everypony a knowing grin, "whose up for a little game of truth or dare?"

Tilting her hat up, Applejack returned Rainbow's grin. "Ah shoot, I'm game."

"Um...I'd like to play as well...if that's ok," Fluttershy meekly answered.

"Ooh! Ooh! Count me in!" Pinkie procaimed, bouncing with excitement.

"Hmm, well I suppose this is a slumberparty, so I fail to see why not," Rarity ever-so-elegantly responded. Once she had said her piece, her and the rest of the girls turned their heads to Dusk.

"Uh...what?" he asked, feeling smaller under their combined sights.

Her grin growing larger, Rainbow chose to answer him. "Well...don't ya want to play too, egghead?"

Aw geez, Dusk thought while scratching his cheek, a small blush making itself known as he found it difficult to look any of them in the eye. Is...is this how it's going to start?

If it was, now would be the perfect scenario, as they were all young adults who had an entire house to themselves, each of them around that age where, statistically, ponies have been known to experiment with their sexuality. Swallowing a lump in his throat, Dusk steeled himself before giving his answer with a smile.

"Y-Yeah, sure... Sounds fun."

Everypony flashing him a delighted smile for accepting, they all looked back to the bottle, Rainbow quietly cackling to herself before giving it another spin.

"Heh heh heh... Round and round it goes, who it lands on, nopony knows~"

Half an hour later, after Applejack boringly chose truth twice and revealed nothing noteworthy or scandalous, Pinkie was dared to hold still for ten seconds, worrying everypony enough to beg her to start moving again when the very fabric of the universe itself started to shake, and Fluttershy was dared to swear--poor girl did, but it was barely audible--the bottle slowed to a halt, its neck finally pointing at Dusk.

"Finally!" Dash proclaimed as the other girls sighed in relief. "Was starting to think that it'd never land on you!" Her smile then turned devious as she said, "Now, what'll it be, egghead? Truth or dare?"

His heartbeat increasing, as well as his body growing considerably warmer, Dusk tried to keep his enthusiasm from making itself known as he looked from one seemingly eager mare to the next. "Um, heh, alright, I guess I'm going with...with dare."

"Dare huh?" Rainbow said with a toothy grin, giving and receiving a small confirmatory nod from each of the mares. "You uh, sure you don't want to chose truth instead?"

Witnessing their subtle actions, and having his lips quiver from bottled excitement as a result of it, Dusk nodded. "Y-Yeah, I'm sure. Anything you girls want me to do, I'll do it, and I do mean anything, so just name it."

"Aw, well look at you, being all gutsy all of a sudden," Rainbow said. "Fine, dare it is then. But, before we tell you what we'd like you to do, first close your eyes."

"Close my eyes?" Dusk questioned, his face grimacing in confusion.

Rainbow nodded. "Yup, close em. We'll tell you when to open them again."

"But why? What are you going to do?" he asked.

"That would ruin the surprise, silly!" Pinkie added.

His excitement further fueled by the sight of the girls' evident, adventurous smirks, Dusk was filled with a strange and new-found giddiness as he happily relented. "Um, heh, well alright," he said before closing his eyes, his world becoming pitch black. "Now what?"

"Now, you wait," said Rainbow's voice, her tone underlined with excitement.

"Yes," said Rarity. "No peeking now, understood?"

Once Dusk replied with a nod, he immediately heard their muffled giggles and the shuffling of movement, soon followed by the distinct sound of magic being used. Seeing that he wasn't using any magic and there was only one other unicorn in the room, Dusk guessed that it was coming from Rarity, but for what propose? She couldn't have just cast a spell, otherwise the sound would have been over by now and not continuing in a never ending, stable note like it was now, so she had to be using levitation on something. Whatever the object was, Rarity was probably bringing it closer to Dusk, because the sound was getting louder and seemed to be originating from right in front of him.

"Alright, you can open your eyes now," Applejack said.

Slowly opening his eyes, Dusk found that there was indeed an object floating right in front of him by Rarity's magic, and after taking a second to adjust his eyes, he discovered it to be a...a thermos?

"What is this?" he asked as he looked at them with a puzzled face, accepting the container with his own magic and hearing a swish within when shaking it near his ear.

"Your dare," Rainbow answered nonchalantly, looking at the front and back end of her hoof. "Don't question it, but we kind of want you to drink what's in it."

"Drink it? But what's even in i--"

"Ah-ah-ah," Rainbow cut him off with a to and fro wave of her hoof. "No questions. You accepted the dare, so you drink. All of it."

"I'm afraid those are the rules, darling," Rarity said with a lady-like nod. "You can relax, as I can assure you that the contents within are nothing disgusting or dangerous."

Ok, that would have been more reassuring if coming from Applejack, but, curious as to why she would say that, Dusk uncapped the thermos and looked in it, immediately seeing the reason when spotting what he first assumed to be alcohol was in fact some sort of purple, bubbling liquid that was emanating a sweet, almost grape-ish smell from it.

His jaw dropping at the thought of having to drink the self-churning liquid, Dusk closed his mouth, gulped, then immediately regretted his foolhardiness for choosing dare so carelessly. "Um, not that I'm doubting you or anything, but uh...you're absolutely, positively, one-hundred percent sure this is safe?"

"Mhmm," all of them sounded surprisingly at once, almost as if silently urging him to just shut up and drink it already.

Taking their word for it, Dusk gulped once more, smiling nervously as he rose the thermos to the girls in a toast-like manner. "Well, uh, down the hatch, I guess," he said before slowly bringing it to his lips.

Well, whatever it was, it seemed safe so far. Despite it bubbling like super-heated swamp gas, it was surprisingly cool going down and had a fizzy, almost soda-like taste that, just like the aroma it gave off, reminded him of grapes mixed in with other earthy flavors, flavors that, figuratively, were just at the very tip of his tongue. All in all, it wasn't exactly bad, just...strange...

"T-There, all gone," Dusk said after swallowing the last of the mystery liquid, coughing to clear its strange aftertaste from the back of his throat. Just to prove he was telling the truth, Dusk flipped the thermos upside down and shook it, showing that he indeed guzzled it down to the very last drop.

"Great," Rainbow said with a satisfied smile, an expression she was sharing with the girls. Moments later, Dusk sat there in confusion when they all turned back to the bottle, Rainbow's hoof nearing it.

"Wait, that's it?" he asked before brandishing the empty thermos. "Aren't you even going to tell me what I just drank?"

After giving the bottle another spin, Rainbow looked back to him and shook her head with a smirk. "Oh, but that's the beauty of it, Dusk, that's for us to know and you to find out. Anyway, relax, just sit there, keep playing, and maybe we'll tell you."

Calmly setting the thermos aside, Dusk did just that, a bit disappointed that that was all his dare asked of him and that perhaps the sleepover really was a simple sleepover, with no secondary, hidden agenda of the sexual nature like he had assumed. As the game progressed further into the night, Dusk questioned why he was so hopeful, as well as excited, for the most unlikely of possibilities and soon came to the only logical explanation his mind could pinpoint as a probable cause. So far, all signs pointed to a deep and carnal part of his mind--recently influencing him more than he'd care to admit--which might have been roused awake by his one night with Dash. Perhaps, like he had feared earlier, he really was turning into a sexual deviant.

"Dusk..."

Dusk didn't want that, and already he missed being able to look at his friends without anything lewd popping up in his thoughts.

"Dusk..."

Without having that twinge of guilt creep up on him from having his perverted mind warp his perception of them...

"Dusk, darling, are you listening?" Rarity asked again, this time loud enough to finally get his attention.

"Oh, uh, what?" Dusk answered with a shake of his head, not realizing that he had spaced out for a few moments there. "Um, whose turn is it?"

As the girls all stared at him in confusion, Fluttershy spoke up. "Um, nopony's. The game's been over for a while now, and we just wanted to ask you something."

"Really? Well uh, what is it?" Right after Dusk said that, the girls all turned to Rarity.

"Oh, why does it have to be me again?" she asked them.

"Well," Applejack said, "you are the more 'eloquent' one out of all of us, so who better than you? What, unless you want Pinkie to do it?"

"Ooh!" Pinkie excitedly called, raising her hoof as if in class and waving it. "Can I, can I?!"

"Eh, no, no I see your point," Rarity said to Applejack, then looked back to Dusk and took a moment to straighten her posture before composing herself. Right as Dusk was about to ask what this was about, Rarity cleared her throat before speaking.

"Um, Dusk, darling...I'm not exactly sure how to elegantly put this in a way that you'll understand, so I'll try to be as forward as possible. This slumber party we've arranged for you, well...there's more to it than it seems..." Despite her cheeks reddening in contrast with her white fur, as well as her eyes looking at everything but him, Rarity still continued. "You see," she coughed into her hoof, "excuse me. You see, yesterday morning, after Rainbow Dash had gathered us and told us of the predicament we were unknowingly putting you through, she...well...she also informed us of your um...your late night romp together..."

Eyes widening, body tensing, and heart pounding at that conformation, Dusk, despite sitting as still as a statue, suddenly felt as if he were falling backwards from a great height. "O-Oh...she...she did, huh?" he said, turning his head enough to see Dash blush as she looked around the room, whistling an inconspicuous tune.

Waving her hooves before her in a dismissive manner, Rarity reattained Dusk's attention. "Now, don't be mad at Rainbow for telling, as she had left that part out and it was mostly our fault for forcing her to reveal such private information. We simply grew suspicious as to how she had learned of your dilemma, and after...well...after smelling and seeing the byproduct of your, ahem, 'joint activity' run down her hindleg, we all sort of put two and two together and grilled her for further details."

"Heh heh...eh, yeah...probably should have gone home and taken a shower before gathering them," Dash said with an embarrassed smile, her hoof nervously rubbing at the back of her neck as she scanned the ceiling for nothing in particular.

"Yes, you probably should have, deary," Rarity said to Rainbow before turning back to Dusk. "Anyway, returning to the subject matter at hoof, Rainbow spoke very highly of your, mmm, prowess and explicitly pointed out that she was left more than satisfied afterwards...so much so that it got the rest of us thinking."

Looking up from the small bit of floor he had been pawing, Dusk blinked. Wait, was I...

"Um...thinking about what, exactly?" he asked, needing conformation.

This time, and to Dusk's surprise, it was the girls who averted their gaze from him, either rubbing their shoulders or feigning interest in the room's decor. After a few pregnant pauses had passed, Applejack tapped Rarity's side, then gestured her head to Dusk.

Her pleading expression having no effect on the farm pony, Rarity bowed her head in defeat. Of course, it just had to be her; Rarity was voted--'drafted' would be a more fitting word she'd use--to speak on the group's behalf, and right now, her cheeks reddening in hue as she struggled to lock eyes with Dusk, the white unicorn almost cursed her sophisticated and refined elocution for what she was about to propose.

"What we've been thinking, Dusk," Rarity said, doing a remarkable job at keeping her voice steady, "is, well... Hmm, how shall I say this? It's...it's been a rather slow season for all of us in the relationship department. Putting it so, none of us just have the time; I have my boutique, Applejack has her farm, Pinkie has the bakery, Fluttershy has her animals, and Rainbow has...eh, whatever it is Rainbow does..."

"Hey!"

Ignoring her, Rarity continued. "Anyway, the point I'm trying to make is that it's been a while for all of us, and when we all saw how Rainbow was practically glowing after a night spent with you, well...it piqued our curiosity."

Leaning forward a bit, and slowly titling his head to the side, Dusk then asked, "Wait, you don't mean..."

"Mhmm," answered Rarity with a nod, glad that he seemed to be catching on. "For the first time since we've known you, it wasn't until yesterday morning that we saw what you were truly capable of as a stallion, which is why we have this proposition for you." Wanting to sell it, she took a second to adjust her mane with her hoof before resuming. "You see, all five of us lovely mares pine for a stallion's touch, but since we lack the time for conventional dating, and seeing that you're both a stallion and somepony we're all very well acquainted with, we were wondering if you were interested in being that stallion to take care of our need..."

He was right... Dusk couldn't believe it, he was actually right! He was feeling guilty almost the entire time for thinking of them in such a lewd way, but it turns out that the same thing was going through their minds about him! What could he say, yes? Of course he was interested, what stallion in his right mind wouldn't? But he couldn't just blindly accept, as he had to know exactly what he was getting himself into.

The blood rushing to his face, and a small semblance of a smile appearing on his muzzle, Dusk nervously scratched his cheek as he eyed the ceiling. "Eh--y-yeah...yeah I might be interested," the girls smiled almost simultaneously at that, "but first...I have a few questions to ask before I make any decisions."

"Reasonable," Rarity said with a nod. "Such as?"

Wanting to get the largest hurdle out of the way, Dusk asked, "Would this change our friendship in any way?"

"Did yours change with Rainbow?" Rarity retorted, having heard from Dash earlier that Dusk had privately brought up that concern with her after they had left his home yesterday.

Dusk didn't answer. Honestly, he wasn't sure, as not enough time had passed for him to make a precise verdict on whether it did or not.

Picking up on his silence, Rarity chose to ease his worries. "It won't, darling, so you shouldn't worry. Rainbow has informed us that you unintentionally witnessed her and Applejack getting physical with one another during our last sleepover, and as you can clearly see, their friendship together hasn't changed in the slightest."

"H-Heh," Applejack sounded nervously with a smile, tilting her hat lower to hide her eyes. "'Mazin' how much pent up sexual frustration can spill out after having the right amount of cider in ya... But, yeah, Rare's got a point. Other than the incredibly awkward day after, our relationship really hasn't changed one bit."

"Mhmm," Rarity continued with a nod, "and besides, we're all consenting adults here, so just think of it as a group of friends having a bit of fun with each other. But, if you're uncomfortable with the idea and don't wish to go through with it, then you're more than welcome to turn down our offer; we'll simply forget we ever brought it up in the first place and continue the rest of the night as it was."

"Alright, um, good to know," Dusk said, thankful for the option to back out if he wanted to. Not that he did... "Another thing...if I do agree, aren't you girls worried about...well, you know..."

In response, Rarity's smile became one of amusement. "Not to worry, if it's pregnancy you're referring to, then don't. I've made sure to ask earlier, and it seems that none of us are in heat, so, if you happen to not pull out, then it's perfectly all right." Adjusting her sitting position atop the floor a bit, and moving her curled tail forward to cover her lower section, Rarity smiled suggestively at him. "In fact, I don't know about the rest of the ladies here, but I'd prefer it if you left it in."

"O-Oh...I...I see," Dusk answered with a shaky nod and timid grin, looking away as he moved his forelegs closer together so he could hide his stimulated anatomy behind them. Despite his head being turned, Dusk figured that they must have caught on to what he was up to, because he could spot their smiles becoming wider and more enthusiastic through the corner of his eye.

His face burning with an increased intensity as he flashed them a flustered smile, Dusk's nostrils soon flared when he picked up a strong scent that was quickly permeating throughout the room. After Dusk had taken a few curious whiffs of the surrounding air, he learned that, whatever it was, it wasn't one scent he was perceiving, but instead, a mixture of several, all fragrant and alluring. It was difficult for Dusk to differentiate the wafting aromas from one another, but there was one such scent that he was able to identify as a familiar combination of a pleasant musk and petrichor. Remembering seconds later where and when he had last caught that specific scent, Dusk realized what exactly was filling his nasal cavities, making him feel pleasantly lightheaded.

It was the scent of arousal...from five different mares...

Feeling the first heartbeat through his now fully-erect member, Dusk adopted a dopey and almost feverish smile as he turned back to the girls and nodded. "Um, alright, sure. Sure, I'd love to...to do that with you girls..."

"You sure?" Rarity asked, tilting her head cautiously. "Because once we start, there's a possibility that we won't stop until we're all satisfied."

Once again, Dusk nodded, as he had already made up his mind. "Yup, I'm sure. No objections here."

After the girls had all looked to one another, silently reaffirming their commitment, Applejack was the first to speak as she tilted her hat up, winked at Dusk, then said, "Heh, well alright, Sugarcube, you're in for a wild night!"

His heart-rate increasing and breathing deepening, Dusk found it difficult to contain his growing giddiness as the girls got up, then slowly sashayed their way towards him with eager expressions, each sway of their tails making the scent in the room so much stronger.

"Whoa!" Nightlight exclaimed. "Movement! I'm picking up movement!"

"What?! It's starting?!" Luna called out, shaken from her bored daydreams meant to pass the time quicker.

Adjusting the binocular's focusing lenses for a better picture, Flashlight replied. "I think so. From what I can tell, they seem to be grouping up, so maybe..."

"Maybe, hmm?" Luna inquired as she made a small opening through the tree's leaves and looked through it, trying her best to peer through the window's blinds from her distance, yet all she could gather was that the silhouettes were a lot closer than they were before, so perhaps the batpony was right. "Hmm...if it has indeed just started, then I'll need to bind my time for a bit... Strike just when the iron is hot...and even then, I'll need a foolproof strategy for success..."

Moving the binoculars away from his eyes, Flashlight raised a skeptical brow as he turned to her. "You uh...you do know you're planning to crash an orgy, right? Not a full scale offensive?"

Luna didn't bother with a response, her calculating eyes still fixated on the window as if in thought. Moments later, she then muttered to herself, "Hmm...yes...yes, I believe that might work."

"What might work?" Flashlight asked out of curiosity. "The full scale offensive!?"

Deciding to indulge him, Luna filled him in. "No, not the offensive! When the time comes, I'm going to emulate the most popular and successful of erotic folklore in order to guarantee myself a turn with Dusk."

His expression puzzled, Flashlight cocked his head in confusion. "Ok, you're going to have to run that by me again. The most popular and successful of what folklore?"

Luna scoffed in amusement. "Oh, Flashlight, don't play coy, you know very well what I'm talking about. I'd hate to admit it, but you might have been right the night before yesterday when you claimed that I was a tad outdated. So, yesterday, as you were lazing about in the local hospital," recovering...he was recovering in the hospital, "I took the liberty of updating myself on the modern art of courting by studying this text containing a wide compilation of tales regarding that matter." Reaching a hoof into her ethereal mane, Luna extracted a book from it, Flashlight's eyes widening in shock at the sight of it.

Unlike most readers of Playcolt, Flashlight actually preferred its steamy stories over its pictures, so much so that he had long ago purchased a copy of their special, limited edition release that solely contained their best written work published throughout the years, the very same copy Luna was holding in her magical grip.

"W-Where did you get that!" he exclaimed, his face reddening as he tried to reach for it, only to be stopped by Luna's hoof on his head and the pain beneath his cast.

"Why, under your bed, of course," Luna casually answered as she opened it and skimmed through its pages. "My, Private, you don't strike me as the studious sort, yet these pages seem well worn beyond their years, and what, pray tell, are these stains I keep coming across?"

"N-Nothing! They're nothing!" he said in a near shout, still reaching for the book. "And--and why were you going through my things!?"

Holding the book back further from him, Luna tsked at Flashlight as if lecturing a foal. "Silly, Flashlight, don't be absurd, I don't go through your things...I go through everypony in the castle's things... One gets rather bored after raising the moon, and after having been absent for a millennium, trinkets such as these fascinate me..." Seconds later, Luna stopped the book's page on the story she was searching for. "Ah, here it is! Hmm, yes...yes, I believe I can use this courting stratagem; it's simple, yet surprisingly effective."

Giving up his attempts to take back his book, Flashlight sighed in defeat before asking, "What stratagem?"

"Why, the one employed by the mare in this particular story, see?" she said as she turned its pages to him. "Tell me, where can I find a uniform such as this?"

Remembering which story it was after reading its title, Flashlight's jaw dropped.

"Oh no...you can't be serious..."

Author's Note

Special thanks to Sura-Resch, ryvan and Ghost Pony Rider for donating into my Christmas fund. You guys are awesome! :yay:

Here's my patreon. Come on guys, I'd really like to go to my first ever convention. Babscon.

A long, unforgettable night.

Boy, Rarity really wasn't kidding when she said that it's been a while for them. Not even a minute had gone by since Dusk had accepted the girls' offer, and already he found himself laying on his back atop Pinkie's large, comfy bed, moaning into Rarity's mouth as Rainbow, Applejack and Pinkie serviced him below, running their three, salivating tongues up and down his entire length, all while Fluttershy, who was laying opposite of Rarity, nibbled Dusk's ear and softly caressed his chest with a hoof, adding to his sensations as she patiently waited her turn.

Despite feeling a warm body at each side, hot breaths and eager licks over his moistened member, Rarity's wet tongue meeting his, Fluttershy's hoof, and picking up the heavy scent of musk in the air, things were getting a little too surreal for Dusk, as he still couldn't believe what was happening. His friends, who he hadn't thought of in a sexual way until recently, were getting intimate with him...all five of them at once! He knew that what he was experiencing was something most stallions could only dream of, so he had to make the most of it!

So far, regardless of being quite inexperienced himself, Dusk discovered Rarity to be an excellent kisser, as she was leading him through a technique he recognized from a book as Prench-kissing. With both sets of eyes shut and their mouths joined almost hungrily, their lips formed a seal where subtle, wet smacks occasionally escaped from as their tongues met in the space in between, sliding over, under and around each other as they explored the other's maw. Pulling back from Rarity for some much needed air, but not before she parted with a playful love bite to his lower lip, Dusk turned to Fluttershy, the two blushing and smiling nervously at one another before they decided to tentatively near their lips.

Finally meeting each other halfway, they both closed their eyes as Dusk tried to recreate with her what he was just doing with Rarity, but soon learned through the actions of both their uncoordinated, clumsy tongues blindly fumbling over each other that Fluttershy was just as inept a kisser as he was. His was curiously prodding and occasionally experimenting while hers, just like her personality, was more timid and apprehensive. However, that gradually changed as the two got further absorbed into the kiss; Dusk learned more of what he was doing and Fluttershy slowly grew bolder, her tongue's newfound drive to make up for her lack of experience, well...made up for it.

Right when the two were finally enjoying themselves, the sudden sensation of a particularly warm breath felt against his rigid member, followed shortly by something hot and damp enveloping his tip, then more of his length, caused Dusk to gasp into Fluttershy's mouth, resulting in her flinching before pulling away from him, as she was worried she did something he didn't quite like. Swallowing her taste as he opened his eyes, Dusk wordlessly conveyed to Fluttershy that she did nothing wrong, then looked over his heaving chest to spot the true culprit to his abrupt reaction, still in the act.

There, as Rainbow relished in brushing her wet tongue up and down the midsection of his throbbing mast, and Pinkie below her used her mouth to gleefully play with his two orbs, Applejack winked back at Dusk as his tip, followed by a good portion of his member, disappeared past her lips. Captivated by the steamy warmth of Applejack's breath, felt within the sealed confines of her mouth via the section of his length she had engulfed, Dusk released a low, pleasure-filled groan when the farm pony swirled her tongue around his head, occasionally flicking it against his urethra and causing a pleasant tingle to run up his spine.

After a few more laps with her tongue, and drawing out more gasps from Dusk, Applejack craned her neck up higher, then, without warning, began to slowly lower her head, taking in more of his throbbing stallionhood inch by tantalizing inch. As the heat from Applejack's mouth gradually encompassed more of his length, and her tongue happily greeted the newly arriving flesh, Dusk sputtered indistinguishable noises towards the ceiling; the pleasure Applejack was giving him was so intense that he could barely register the feeling of Rarity nipping at his ear and Fluttershy's teeth grazing his neck.

Her salivating maw soon enveloping more than half of his length, Applejack encroached on Rainbow's territory, pushing her out and receiving a "Hey, what gives?!" from the brash pegasus. Ignoring her, Applejack continued her decent, not stopping until she had taken as much of him as she was sure she could handle. Once Applejack was sure that was as far as she could go, she made one final lap of her tongue before pulling her head back, Dusk still panting long after she released his head with a subtle 'pop'.

Rainbow, after raising an inquisitive brow from having just witnessed that, observed Dusk's unfocused gaze and dumb grin plastered over his muzzle, his hardened rod coated in a sheen of saliva throb in tandem with his heartbeat before her, then Applejack, who was returning her brow, only she had upped the ante with an overconfident smirk. Recognizing that as a challenge, Rainbow's eyes narrowed at Applejack as she silently accepted. Turning with a whip of her mane to the raised stallionhood belonging to an unsuspecting Dusk, Rainbow neared it, opened her mouth, then unceremoniously plunged it past her lips, snapping Dusk out of his short, dream-like daze.

Her tongue sliding against the underside of his member as she lowered, Rainbow stopped right at the point where she was sure Applejack made it to, then directed a muffled and obstructed "Ha!" to her. Feeling Dusk shudder beneath her--no doubt a result of her voice's vibrations felt around his stiffy in her mouth--Rainbow swelled with pride, as she was sure she just proved to Applejack that she was no better. However, right as she began to savor the victory, as well as Dusk's pre, she heard the slow, steady clop of mock applause from Applejack, signalling that she wasn't impressed.

Wanting to put her in her place, and being one to set records as she broke them, Rainbow prepared herself. What she had in mind might be a bit tricky since Dusk was a little on the big side, and his mast was already occupying most of her mouth, so she had to do this carefully. Not daring to lose her place in her rivalry-fueled bout, Dash raised onto her fours, planted each leg over and around an inattentive Pinkie--who was still fondling his privates--then lurched her head forward, slowly taking in more of Dusk than Applejack did until--

"Hrrk!"

She gagged...

Her widened eyes already watering, Rainbow immediately pulled back and released Dusk's bobbing phallus from her mouth, a thin string of drool connecting it to her lips as she tried to suppress her gag reflex, all while she was forced to listen to Applejack's chortling. Managing to prevent herself from throwing up, Dash wiped her mouth of spittle as she turned dejectedly to a smug-looking Applejack.

"Yeah yeah, laugh it up--I still won!"

Rolling her eyes in amusement, Applejack lowered her head and planted her tongue against one side of Dusk's medial ring, making his rear legs twitch from the sudden contact. Mimicking her from the opposite side, Rainbow shot Applejack racing eyes, trying to goad her into another competition. Rolling her eyes once more, Applejack humored her by gesturing her acceptance. After a silent countdown only the two of them could hear had passed, like runners out of the starting gate, they both traced their tongues up both sides of his slick and hardened member at the same time, trying to see who could get the better reaction out of him. However, once their tongues met over his tip and mingled with one another for just a second, they abandoned their race, as they instead shared a quick, sensually deep kiss, the two of them making out almost furiously over Dusk's ever-throbbing erection.

After several intense, heat-filled moments, with their mouths still joined, the two became deathly still, as they just realized that they had gotten carried away in front of Dusk, who was watching intently the entire time. Quickly extracting their tongues from the other's mouth, Applejack and Rainbow immediately separated and looked away from each other, lengthening a string still connecting their lips that consisted of their shared saliva and his pre until it broke.

Both mares sharing a tense, awkward smile, the two simply rubbed the back of their necks while looking around the room, as they had no explanation for what just happened; perhaps, and this was just a theory Dusk had, the group's current mentality of 'having fun with friends' had reignited something between them that started at their last sleepover... Nevertheless, after Applejack and Rainbow hesitantly made eye contact with Dusk, the three of them blushed heavily and smiled almost embarrassingly at each other before the mares returned to happily servicing him, hoping that, if they did a good enough job, he'll later forget what he had just witnessed.

So far, with their tongues now working in tandem over his pulsing erection, shortening Dusk's breath with each synchronized stroke, their plan was working...

Minutes later, after Dusk had reintroduced his lips to Rarity's, then Fluttershy's, Rarity cleared her throat loud enough to grab everypony's attention. With everypony stopping what they were doing, Rarity didn't speak until all eyes were on her. "Girls," she said rather huskily, straightening bits of her mane that had somehow managed to get out of place, "I believe that's enough foreplay for now, and, as we can all clearly see, Dusk here seems more than ready, so why don't we all move on to tonight's main event, hmm?"

Right after Rarity had said that, the girls, all at once, focused their sights on Dusk's painfully stiff stallionhood standing at attention in the center of their impromptu circle, some of them licking their lips as they watched it pulse with his heartbeat.

Smiling nervously under their combined gaze, Dusk remained silent, the only sound audible to him was that of his own heart pounding rhythmically with excitement as his eyes rapidly switched from one gorgeous mare to the next, his mind growing with uncontained giddiness for what was to come. Moments later however, Dusk was left waiting, because instead of making a move, the girls simply stood still, their expressions turning apprehensive as they all just realized one crucial flaw that they've overlooked.

Who exactly among them goes first?

Funny, with all the careful, meticulous planning they've put into the night, the simple notion of who goes first managed to evade not one, but all five of them...

Releasing an annoyed grunt at the situation and unprofessionalism, Dash grew impatient and decided that the one who would act as the vanguard to, as she so put it, 'the good part' would have to be her. With everypony still gawking at each other, Dash took advantage of the confusion by casually leaning forward and taking one quick lick at Dusk's tip, causing a jolt to run through his being before she positioned herself atop him. Moving her front hooves to rest atop Dusk's chest for support, Rainbow sat upright atop him, her warm, dripping sex pressed against the underside of his hard member, forcing it horizontal.

After Dusk grinned and steadied her hips with his forehooves, Dash wasted no time and began grinding her hips sensually, spreading her natural lubricant up and down the bottom of his length and reveling at the feeling of their shared heat below. Thinking that that was enough teasing, Dash grinned lecherously at Dusk as she rose off of him a bit, freeing his length from under her weight before using a hoof to line it up with her aching marehood. With his tip now prodding at her hot, winking entrance, all Rainbow had to do was lower herself and let gravity do most of the work. Taking a second to prepare herself with a few readying breaths, she bit her lower lip and did just that, Dusk's tip slowly spreading her folds apart as she steadily accepted him. Both ponies groaning blissfully at the sensations brought on by her slow decent, Rainbow made a motion to impale herself on his rod right then and there, but before she even had to the chance to do so, she was suddenly yanked away from him by Applejack and placed at the farther end of the bed, much to her and Dusk's surprise and displeasure.

"Consarnit, Rainbow!" Applejack scolded. "Ya already had a roll in the hay with Dusk!"

After patting her misaligned feathers back into place, Rainbow turned to Applejack and answered with an uncaring shrug. "Yeah, I did, and?"

"Aaand, how 'bout you wait 'til the rest of us have had a turn?"

Giving her head a slow roll, Rainbow scoffed in amusement. "Pfft, yeah, ok, better idea! Since I'm already a pro with that impressive dick of his, how about I go first to uh, you know, show you girls the ropes?" Flashing her trademarked, cocky grin, she finished with, "Heh, eh...don't want you girls hurting yourselves or anything."

Unimpressed, Applejack narrowed her eyes at Rainbow as she crossed her forelegs over her chest. "Somehow, I think we'll manage just fine without your little tutorial."

"Mm, fine, suit yourselves," Rainbow said with a roll of her eyes and a dismissive wave of her hoof.

As the girls started discussing who among them should go first, and Rainbow still insisted it be her, Rarity noticed Fluttershy was being oddly quiet, even by her usual standards. Once the white unicorn turned to her, she discovered that Fluttershy was off the bed and standing besides it, using one foreleg to nervously rub the other as she eyed the carpet below her.

"Fluttershy deary, what's wrong?" Rarity asked, a hint of concern in her voice.

Eyes still cast downwards, Fluttershy shook her head before responding in her normally low and soft volume. "N-Nothing's wrong...it's just..." She sighed. "I don't know, Rarity, I think...I think I'm starting to have second thoughts about this..."

"What?" Rarity said, pulling her head back in surprise. "But we all agreed earlier that this was to be a simple bit of fun among friends. If I recall correctly, you were probably the most enthusiastic of us when the idea was brought up."

Fluttershy shook her head again, a bit sternly this time. "I-I know...but that's not what I'm worrying about..."

Her expression turning into that of an uneasy grimace for a few brief seconds, Rarity got off the bed, stood beside Fluttershy, then wrapped a consoling hoof around her before saying, "Then what is it, sweetie? What has you so nervous? Go on, you know you can tell me."

Comforted and reassured somewhat by her gesture, Fluttershy tried to. "P-Please don't tell anypony, but I...I'm nervous because...because I'm...I'm a..."

"'A'?" Rarity softly repeated, hoping to guide her along.

Finding her following breaths suddenly shallower than before, Fluttershy shut her eyes and bit the bullet by squeaking out the rest of her sentence.

"A virgin..."

After a moment of silence between the two had gone by, Rarity's eyes widened in shock and Fluttershy's expression frozen in a fearful grimace, the white unicorn eventually spoke.

"I...I'm sorry, dear," she said, giving Fluttershy a strained smile. "Could...could you care to repeat that? I'm afraid I might have misheard you; it sounded a lot like you said that you were a...a..."

Her face flushing with crimson from the embarrassment of having to repeat herself, Fluttershy visibly shrank as she hesitantly did so.

"I'm--"

"A virgin!?" Pinkie loudly announced with a surprised gasp, scaring the daylights out of Rarity and Fluttershy as she appeared out of nowhere from right behind them. "Fluttershy's a virgin!? Oh my gosh, I can't believe it!"

Ears perking at the commotion, Rainbow and Applejack turned their heads to Fluttershy, both of their expressions in a state of disbelief.

"Wait, what?"

"Pardon? Say what now?"

Suddenly finding herself the center of unwanted attention, Fluttershy covered her eyes with a whimper, her desire to cry growing by the second. Seeing this, Rarity held the upset mare's head to her chest like a mother would their child, then glared daggers at the others, causing them to take a reflexive step back.

"Oh, uh, sorry," Rainbow apologized, baring an uneasy smile as she rubbed the back of her head with a wing. "It's just uh, you know...who'd a thunk it? I figured that, well, with that body of yours, you'd have had at least a few notches under your belt." Hearing Fluttershy respond by sniffling, Rainbow winced, immediately regretting for having just said that and wishing that she had chosen her words more carefully.

Holding Fluttershy's head tighter against her chest once she started weeping, Rarity began cradling her, softly running a hoof through her mane while whispering tender reassurances into her ear. "There, there, sweetie, it's alright. Shhh, shhh, there's nothing wrong with being a virgin."

Returning the embrace, and matting Rarity's chest with her stray tears, Fluttershy managed to speak through her sobs. "Y-Yes there is!" she yelled, her voice slightly muffled by the other mare's fur. "We...we were all excited for tonight--s-so was I! I th-thought that I could use t-tonight as an oppor-t-tunity to--to finally become a m-mare, and...and I tried to be brave, I really did, bu-but n-now that it's r-really happening, the m-more n-nervous and s-scared I'm getting!"

"Scared?" Rarity asked, her voice full of concern as she gently patted the back of Fluttershy's head. "Why, whatever of?"

Her tears still flowing, Fluttershy shook her head as she answered her. "I've always h-heard that...that the first time h-hurts!"

And just like that, with her mouth forming an 'O' in realization, Rarity finally understood her reasoning. Placing her hooves on Fluttershy's shoulders, Rarity gently pried her away from her chest so she could speak to her while looking her in the eyes.

"I'm not going to sugarcoat it, deary," she delicately put it, "but, yes...the first time does indeed usually hurt." Looking away, Rarity smiled faintly as she whispered with a subtle shake of her head, "Hmm, mine sure did..." Picking up Fluttershy's whimper at that, Rarity immediately turned back to her with, "But, that's a step only you decide when to take; none of us here will force you to do so if you feel you aren't ready. Isn't that right, girls?"

As they all nodded and hummed in agreement, Rainbow averted her gaze, rubbing the back of her head with a hoof as she said, "Aw geez... Well...if Fluttershy's not up for it, then...neither am I, I guess..."

Hearing Rainbow say that, Fluttershy frowned.

When the girls had earlier planned this part of the night, the idea was all of them or none at all, so she felt incredibly guilty for having her fears possibly ruin the night for everypony, especially after it had already gone so far. But, perhaps worst of all, she felt even guiltier for poor Dusk. Sure, he was looking at her with a face of understanding, but with him laying on his back atop the bed, his stallionhood could plainly be seen still standing tall, and Fluttershy had heard somewhere that stallions hated being neglected after that happened.

Eyeing his length, and suddenly feeling as if she had unintentionally cheated Dusk from an exciting night right when it was getting good, Fluttershy, despite her overwhelming fear, came to a decision and decided to go through with it, as she didn't want to be the reason for the festivities ending so soon. Besides, she figured, whether boldly confident or extremely nervous as she was, everypony eventually loses their virginity. However, unlike most ponies, she had her friends here to help her through it.

"N-No," Fluttershy said with a sliver of confidence in her voice that certainly wasn't there before, pulling away from Rarity as she used a hoof to wipe her tears from her cheeks. "I'll...I'll do it."

"Are you sure, Fluttershy?" Rarity asked with a hoof at her chest, genuinely surprised by Fluttershy's sudden change of heart. "We don't wish to pressure you if that's what this is."

"You're not, th-this is my decision," Fluttershy answered with a barely noticeable shake of her head, putting Rarity's fear somewhat to rest. After shutting her eyes for a brief second, Fluttershy took a small breath before continuing, willing herself to look everypony in the eye as she spoke. "I'm nervous and...and scared silly thinking how much losing my vir...vir...my you know might hurt, but, if I'm ever going to go through with it, what better time and place is there than here and now with the ponies I trust most?"

Smiling faintly at Fluttershy for being so brave, and wishing that her own first time was under similar circumstances, Rarity nodded. "Well...alright, if that's what you want..." Her face lighting up seconds later, Rarity turned to the others. "Oh my! Well I guess that settles the issue of who gets the honor of going first, wouldn't you agree, ladies?"

Quick to interpret her meaning, both Applejack and Rainbow nodded readily before scooting away from each other, opening a space on the bed opposite of Dusk.

After taking a moment to calm her shaky breath and steel herself, Fluttershy delicately placed her front hoof on to the bed's edge, then proceeded to climb atop it. Her hooves slightly sinking into the bed's fabric with each slow, nerve-racking step, Fluttershy seated herself in between Applejack and Rainbow Dash, where both mares then gave her shoulders soft, friendly pats meant to bolster her confidence; the timid mare wished they hadn't done that however, as that had the opposite effect on her.

Once she had remembered how to breath properly, Fluttershy brushed her mane away from her eyes with a hoof before weakly asking Dusk, "Um...y-you'll be gentle...r-right?"

Sitting upright, his erect member bobbing with his movements as he did so, Dusk rubbed the back of his mane. "Well uh...I...I only just recently lost my virginity myself, but um, I--I'll try," he answered with a tinge of uncertainty.

Strangely, for some reason, seeing Dusk just as nervous as she was both comforted and reassured Fluttershy somewhat, so it would have to do for now. With the butterflies in her stomach fluttering even harder than before, Fluttershy hesitantly shifted to lie flat on her back, folding her wings beneath her as her tail subconsciously moved on its own accord, covering her nethers while she raised and spread her hind legs a bit.

"A-Alright," she murmured, unable to stop her body's shaking, her wide, fearful eyes looking over her trembling forelegs to Dusk. "I'm...I'm in your hooves n-now, so start when you're r-ready..." Before a bashful-looking Dusk even had the chance to move, Rarity, in one fluid motion, gracefully took a seat behind Fluttershy, then surprised the timid pegasus when she gently picked her head up and placed a pillow under it.

"Remember, Dusk," Rarity said to him, smiling reassuredly down to Fluttershy before taking her hoof with her own and grasping it firmly for support. "It's her first, so as the proper gentlestallion you are, you're to be gentle, patient, and observant, not forceful, impulsive, and oblivious." Going by the minor infliction in her voice when she said that last part, Dusk pondered as to whether or not Rarity was speaking from personal experience. Was the stallion she was first intimate with that inconsiderate? Before Dusk had the chance to delve any further into that thought, he was snapped back to the present by the sound of Rarity's voice as she continued. "Start off slow and give her body ample time to prepare itself before trying anything 'intrusive'." Flashing him a dainty smirk, she then said. "Hmm, as a matter of fact, Rainbow practically boasted about your more than exceptional tongue-work, so why not start with that?"

Taking Rarity's advice to heart, Dusk nodded to her before making eye contact with Fluttershy, silently giving her a chance to back out now if she had any last minute reservations.

"It's ok, D-Dusk," Fluttershy said timidly, managing to stop her body's shaking to some degree thanks to Rarity's presence. "G-Go ahead...I'm as...I'm as r-ready as I'll ever be..."

Acknowledging her consent, and finding Fluttershy's timid and nervous form looking up at him from such an erotic position both adorable and alluring, Dusk gulped before moving to lie onto his stomach, pinning his solid instrument beneath himself in order to bring his head down to a more comfortable and suitable level for what he had in mind. After cautiously inching his way closer to Fluttershy, Dusk's muzzle soon hovered inches over the mare's lower half. Despite the fact that her marehood was being covered by her still-jittering tail, the naturally enticing scent of arousal from earlier was still strong; each time Dusk inhaled, it wafted through his nostrils, slowly effecting his brain's chemistry while stimulating him further, making him feel pleasantly lightheaded again.

Moments later, after regaining his clarity with a subtle shake of his head, Dusk pulled back a bit. As much as he would have loved to continue catching her stimulating aroma, which he found moderately musky yet suspiciously similar to that of a grassy meadow in spring, Dusk knew that he'd have to start soon, as he could tell, if her anxious expression was anything to go by, that the wait was probably just as terrifying to Fluttershy than the act itself.

Remembering Rarity's advice to take it slow with her, Dusk tentatively reached his hoof forward and gingerly placed it against the outside of Fluttershy's thigh, making her wince from the slight contact. After giving her a few seconds to let her know it was just him, Dusk began slowly moving his hoof up and down her leg, gently stroking her fur and allowing her time to grow accustomed to his touch. As he continued to do this, Dusk leaned forward, then stopped just above her inner thigh, his breaths tickling her fur there.

Right when Fluttershy was about to nervously ask what he was up to, Dusk stuck out his tongue and quickly traced it along her thigh, causing her to cover her mouth with a hoof in order to prevent her squeak from fully escaping. Squeezing Rarity's hoof, and panting around her own at this surprisingly pleasant sensation brought about by Dusk, Fluttershy felt so strange and...and so dirty for having somepony's tongue so close to her...to her special place. But this was Dusk, one of the five ponies she trusts most in the world, so she allowed him to continue, his tongue making a return pass and his hot breath nearing her stirring area, eliciting a shudder from her.

Constantly rubbing the outside of her thigh, Dusk's tongue fell into a steady rhythm, getting as close to her marehood as he possibly dared before pulling away, as he was patiently waiting for any sign from Fluttershy that she was ready for that first. After a few more grazes with his tongue, and hearing her stifled gasps all the while, he had gotten it. While Dusk was brushing his tongue up and down her inner thigh, much like how a paint brush glided across canvas, he had payed close attention to her tail, watching it slowly remove itself from her sex before finally leaving it defenseless.

With her musky, intoxicating scent no longer hindered by her tail, it wasn't long before Dusk had caught a strong whiff of it in one breath, naturally drawing him to her marehood as a result. After examining her further, and having his hot breath from his exhaling snort unintentionally hit her folds--which drew out a deep gasp from the mare--Dusk, with the curiosity of a hormone-driven teenage colt and the eager mindset of a scientist fresh in their field, gently pressed his hoof against her incredibly warm sex, then withdrew it. Bringing the bottom of his hoof up to his sights, Dusk immediately found it slicked in layer of thin fluid and soon identified the substance as arousal. Fluttershy's arousal.

Looking over his hoof, and witnessing Fluttershy's glistening marehood wink, Dusk adopted a jubilant smile, as it appeared that his efforts had bore fruit. Fluttershy, noticing that giddy, almost predatory look in his eye, blushed heavily before using her free hoof to shield her eyes out of embarrassment, knowing exactly what he was staring so keenly at. After what felt like a minute of enduring the sensation of Dusk's hot breath constantly making contact with her dampening nethers, Fluttershy removed her hoof from over her eyes, put on a brave face, smiled as sultrily as she could, then meekly lifted her tail and ran it sensually across his muzzle and chin, further enticing him with her scent that he seemed so enamored by.

Wrapping her tail around the inebriated-looking stallion's neck, Fluttershy faintly tugged him for a closer look, coaxing Dusk into happily lowering until he could practically feel the heat radiating off her roused marehood through his muzzle. With each following breath of her scent further fueling his desire, almost to the point where it was torturous, Dusk hungrily licked his lips before extending his tongue, the very tip of his wet, muscular organ soon making contact with her engorged clit.

"A-Ah," Fluttershy gasped, her eyes shutting tightly and muscles tensing once her brain had received the signal sent from her sex, blissful endorphins washing over her body from that small bit of physical contact alone.

His ears perking at the faint sound Fluttershy had produced, Dusk's tongue became more thorough in its examination, as he was curious to see what other sweet notes he could elicit from her. With his tongue curiously prodding and wrapping around her little nub, causing Fluttershy to release adorable half sounds and pants, Dusk moved his forelegs under her tiring hind ones and held them up for her before venturing his tongue's expedition further down south. After tracing it down along her slicked vulva, Dusk slipped his tongue through the very bottom of her folds, then swiftly moved it upwards in a scooping motion, collecting even more of her decadent nectar and causing Fluttershy to cutely yelp from the resulting pleasure-filled jolt running up her spine.

Kneading his tongue against the roof of his mouth, Dusk found her taste to be sweet, almost like honey, and that it was also very reminiscent to that of freshly cut grass of the highest natural quality. Instantly infatuated, and quickly wanting more, Dusk, without warning, began brushing the flat of his tongue against her warm marehood, pulling her in closer as it provided him with more of her sweet arousal to happily lap up, his nose constantly rubbing against her clit as he got at it.

Despite the fact that Dusk had progressed things a little too quickly for her liking, she couldn't deny that what he was doing between her hind legs felt absolutely incredible. Every teasing graze, every harsh brush, every tender caress made by his wet muscle shortened her breath, steadily clouding her mind in a blissful fog with every stroke. Fluttershy never imagined such an unrelenting assault, especially from the normally reserved Dusk of all ponies; all she could do was maintain her hold on Rarity and bite onto her own hoof, trying to contain her moans as she allowed him to continue ravaging her soused marehood with that wondrous tongue of his.

"Well I'll be, look at 'im go!" Applejack cheered once Dusk increased his efforts, her voice nearly startling him from his task. He had been so focused on Fluttershy that he had genuinely forgotten that the others were in the room, all four of them actively observing the pair with sly, lustful grins strewn across their features.

Putting the others mentally aside for now, Dusk refocused on Fluttershy, his eyesight soon attracted to her modestly-sized breasts. With his curiosity more than piqued, Dusk ignored the exposed sex before him and began leaning further over it, momentarily confusing the mare until he, moments later, flicked his tongue playfully against one of her teats. Fluttershy, caught completely off-guard by the sudden act, couldn't help but release a half-gasp towards the ceiling.

Managing her erratic breathing into slow, steady pants, Fluttershy unsteadily looked down her body, just in time to witness Dusk wrap his lips around her erect nipple before suckling from it. As she heaved sighs of pleasure at the new stimuli, Fluttershy reached her free foreleg down and softly ran her hoof through Dusk's short mane, the stallion much too preoccupied with examining her teat from the inside of his mouth to have noticed. Deciding to leave him be, Fluttershy pulled her hoof back, a small smile soon growing on her face, as he looked so much like a foal eagerly nursing from its mother.

Actually, the more that Fluttershy entertained that thought, the more she found herself liking it: being a mother and providing nourishment to something so small and so innocent that came from inside her. She had hoped of one day having a foal of her own, so, perhaps in the near future, she might one day gather up the courage to go out and seek a stallion for that purpose. If the worst case scenario happened where she was unable to do either, well...she could always ask Dusk if he would be interested in granting her that request...

After about half a minute more of continued suckling, Dusk released Fluttershy's oh-so-sensitive teat from his mouth--much to her slight dismay--then pulled his head back to observe her sex, finding it madly winking and more than adequately coated in her natural lubricant. Once he turned back to look her in the eyes, Fluttershy timidly nodded, having read his thoughts conveyed by the slight, almost considerate furrow in his brows.

Receiving what he hopefully assumed to be the go-ahead, Dusk returned the nod before crawling warily over her body, his forelegs placed at both sides of her as he positioned his chest inches above hers. Slightly intimidated by the sight of his towering form looming over hers, as well as the quick, completely accidental poke his hardened rod made against her clit, Fluttershy gulped once more before closing her eyes, taking slow, easing breaths in an attempt to calm her frantic nerves.

Saying she was nervous would be an understatement. She was practically terrified! But there was no way she could back out now, not after she had gone so far. No, tonight would be the night were she would finally become a mare--if not now, then, with how incredibly inconvenient her shy nature is, possibly never! Besides, maybe losing her virginity might not be that painful. Perhaps she'd be one of the lucky few who would later describe their experience as being relatively pain-free! That's something for her to hope for, right?

"O-Okay...I'm ready," Fluttershy said almost quietly as she reopened her eyes to look up at Dusk.

"You sure?" he asked once more, putting her comfort before the throbbing nag of his stiffened stallionhood.

Releasing Rarity's hoof, Fluttershy wrapped her forelegs around Dusk's neck, guided his head down lower until they were muzzle to muzzle, then released a confident, albeit soft, 'Mmhm'. It was all up to him now, so the most she could do was try to relax.

Accepting her answer, and silently praising Fluttershy for her determination despite her apparent fear, Dusk looked down his body and used his magic to properly line himself up, hoping the mix of his saliva and her arousal would lessen any discomfort for her. Once that was done, Fluttershy, remembering just seconds ahead of time, spread her hind legs slightly further apart, providing Dusk with much easier access before he started inching his hips forward. Her hold around his neck tightening, Fluttershy shut her eyes, waiting in both trepidation and anticipation for what was to come.

After several, borderline-torturous seconds of wondering whether or not he had done it already, she jolted when she finally felt it: the very tip of his length slowly making contact with her wet folds.

Feeling her shudder beneath him and hearing her squeak weakly into his ear, Dusk gave her a second to brace herself before gradually pushing forward, his member parting her lowerlips and its tip pressing itself against her entrance before slowly being accepted inch by inch.

Moments later, with her inner walls stretching out for the first time to accommodate him, Fluttershy yelped, briefly cutting off Dusk's airflow with how hard she had squeezed his neck, her back arching from how surprisingly stiff his anatomy was.

"It--it hurts!" she cried out in pain, feeling something warm trickle down from their union.

"Oh I know it does, sweetie," Rarity consoled in a motherly tone, softly caressing the side of Fluttershy's head before leaning down to plant a kiss on her forehead. "But please, just bear with it. It'll get better, you'll see." Looking to Dusk, Rarity was distraught to find him deathly still, his expression frozen in concern as he worriedly observed the yellow mare sob just beneath him. "What are you doing?" she asked him with contained urgency. "You can't stop now--you're not even all the way in yet! Dusk, I know you're probably worried for her right now, but you have to keep going, darling! It's better to have it over and done with than to delay it any longer than it needs to be. Think of it like...like ripping off a band-aid."

Shaken to his senses by Rarity's voice, Dusk obeyed her instructions and began to begrudgingly move forward again, Fluttershy crying loudly into the nook of his neck as the distance between their hips gradually diminished. Already, things had gotten difficult for Dusk, as Fluttershy's inner muscles were clenching onto his hard member out of reflex, forcing him to increase his efforts if he wished to progress any further. However, despite what pleasure he regretfully received from Fluttershy's obvious pain and discomfort, Dusk focused his complete, undivided attention solely on her, Rarity's earlier advice constantly repeating in his head as he kept his momentum in check.

Gentle, not forceful.

Patient, not impulsive.

Observant, not oblivious.

Finally, after more tears were shed and the rest of her tunnel was painfully stretched to lengths it never was before, it was over, Dusk was fully hilted within her, the tip of his stallionhood kissing her womb's entrance. All Dusk had to do now was hold in this position and wait, give Fluttershy's body plenty of time to grow accustomed to--what he assumed to be--the loss of her hymen before he even thought of pulling out. He already put the poor mare through so much, so he was prepared to give her all the time in the world if need be.

Clinging on to Dusk as if for dear life, Fluttershy quietly wept onto his shoulder, trying her hardest to endure the waves of pain that came whenever either one of them made the slightest of movements. The occasional, unintentional twitch his length would make within her made her want to scream, to beg for Dusk to pull himself out of her. But she didn't. Instead, she resisted the urge, her expression contorted into a painful grimace as she prayed for the pain to finally end so she could at least have the chance to experience something pleasant from this ordeal.

Minutes later, the pain, thankfully, started to subside. Once it lessened to a more bearable degree, Fluttershy was finally able to get a sense of the situation and was surprise by what she soon felt. There, penetrating deep within her, and with the veil of pain no longer being there to conceal it, Fluttershy could truly feel Dusk's length for the first time, radiating an oddly pleasant warmth around her encompassing inner walls. If she slowed her breathing to a crawl, she could also feel his pulse through it, which was throbbing at a stable, almost rhythmic beat--much unlike her more erratic one that was just starting to calm down.

"A-Alright," she weakly muttered over his shoulder, her neck pressed against his for support. "G-Go...go ahead now..."

Taking that as his cue, Dusk softly nodded before steadily pulling his hips back. With his tip brushing against the ridges of her inner passageway as it withdrew, Fluttershy released a deep, wide-eyed gasp, as the pain from before was still there, but was slowly being replaced by intense, overwhelming pleasure that she was completely unprepared for. Once his medial ring slipped out of her, which she wasn't aware entered her in the first place, her breathing suddenly stopped all together, her mouth splaying wide open to let out a silent scream.

Not stopping his retreat until just his tip remained within her burning confines, Dusk silently counted to three before pushing forward again, Fluttershy's breaths becoming ragged as she tightened her grip on him. After his tip reintroduced itself to her womb's entrance, followed by Fluttershy's muscles tensing as she made a cute, gasping sound, Dusk took a moment to bask in the feeling of her incredibly warm, velvety walls surrounding his hardened length in the most intimate and carnal of embraces. If he blocked out any other distractions, Dusk would swear that he could faintly pick up Fluttershy's beating heart through their joining.

Moments later, Dusk, reluctantly, began to pull back, resulting in Fluttershy breathing huskily into his ear as he did so. Once he was almost out of her, he reversed his direction, bringing their hips back together before pulling back again. Falling into a steady rhythm, Dusk repeated the process, Fluttershy's weak and timid sounds soon turning into small moans, as each time was slightly faster and more enjoyable than the last.

Despite Fluttershy's pleasure-filled wails urging him to throw caution to the wind and increase the speed of his thrusts, Dusk refrained from doing so, as he was more focused on her pleasure than his own and didn't wish to overwhelm her. This was her first, and he would make sure that she, years from now, would remember every thrust, every grunt, and wail, and the intensity of the heat shared between their two, now-sweaty bodies.

However, minutes later, no matter how carefully he paced himself, Dusk couldn't hold the inevitable back any longer.

"F-Fluttershy!" he grunted in between thrusts, hoping she could hear him through the sound of her own unchecked moans. "I'm gonna...I'm gonna cum!"

With her normally weak voice too hindered by pleasure for her to properly reply, Fluttershy tightened her embrace before hastily nodding into his shoulder, signalling to him that she was ready.

Accepting her answer, Dusk allowed himself to fall into his own lustful urges, turning Fluttershy into a wailing mess once he increased the speed and intensity of his thrusts, the bed creaking faster and faster with each motion. As of that moment, Dusk's world consisted solely of Fluttershy and what they were doing--the others watching and the world outside of the bedroom had become a blur to him, and, with how loud Fluttershy had become, the same could most likely go for her as well.

After three, particularly forceful thrusts, Dusk held on the fourth, seconds before the two finally reached their climaxes. With his body swiftly overwhelmed by a massive surge of adrenaline coursing though his very being--rendering the stallion momentarily immobile--Dusk released long spurt after long spurt of his rich, virile seed with each heart-stopping, intense throb of his hard member, coating Fluttershy's quivering walls that were milking him for all he was worth. Fluttershy, maintaining her embrace, wrapped her rear legs around his waist without realizing she had done so, moaning loudly from her own sense of euphoria and shuddering uncontrollably from the gratifying warmth spreading within her.

Finally, moments later, after releasing one last load, it was over--Fluttershy's rear legs falling sluggishly aside due to her lack of strength, allowing Dusk to withdraw his deflating member from her, thick dollops of his essence already seeping from her still-spasming entrance.

Sighing contently, Fluttershy turned to her side, placed her hooves over her womb and curled into the fetal position before closing her heavy eyes with a satisfied smile on her face. She knew it was impossible--what with her not being in heat and all--but Fluttershy slowly fell asleep to the pleasant thought of new life now growing within her. She already took that brave step and lost her virginity, so all that was left for her to do now is to decide when exactly she would be ready for a foal.

Even in her slumber, her hoof softly ran circles over her belly.

"Huh, wow Dusk," Applejack said before whistling casually, reminding Dusk that the others were in the room. "You've gone and made her darn tucker'd out."

"I'll say," Rarity added, brushing strands of Fluttershy's sweat-soaked mane from her face before using a white folding fan to, well, fan the unconscious mare. After draping the sleeping mare in a very thin blanket, and making sure to cover the red splotches on the bedsheet in order to avoid rousing Dusk's concern, Rarity turned to him. "Dusk darling, be a dear and hold still for me please."

Catching his breath while sitting upright on his haunches, Dusk cocked his head quizzically at her. However, before he had the chance to ask her why, the faint tingle of magic enveloped his soft stallionhood before fading seconds later.

"There we go," Rarity spoke contently, having just used a quick spell to clean Dusk of Fluttershy's blood that he, luckily, had failed to notice. Since this was a group activity, she was fine with the other's secretions of the intimate sort, but blood, well...it simply would not do; completely unhygienic is what it was. "So Dusk," she then said in a low, sensual tone, fluttering her eyelashes at him, "have you decided on which one of us lucky mares gets the pleasure of being next?"

Raising his hoof before him, Dusk, with worn out breathing, lightly shook his lowered head. "H-Hold on... I...I want to...but...but doing it with Fluttershy kind of took a lot more out of me than I thought it would... Just...just give me a couple minutes..."

"How about a couple seconds?" Rainbow said, laying on her side with her head atop her hoof, nonchalantly inspected her other hoof with a smug and knowing grin plastered over her expression.

Dusk, too tired to question that, suddenly felt his stamina inexplicably replenish itself seconds later, the abnormal rate it had done so had caused his back to straighten as a pleasant tingle coursed up his spine.

"W-Whoa!" he expressed, finding his unannounced second wind. "What was that!?"

"Oh, just a little home brew remedy we had Zecora concoct specifically for this occasion," Rarity said as she bumped her flank against Dusk. "Remember your dare earlier?"

Recalling the strange purple liquid he forced himself to drink, Dusk's eyes widened.

"Mhmm," Rarity sounded with a nod. "We're not beyond reason, Dusk; we know there's absolutely no way a stallion of normal endurance can rut five mares in one night, so we went to Zecora for a solution. The contents of the thermos, well, that was it. It was an elixir from the zebra lands that gives the vitality of their stallions there that certain 'umph' for such an arduous task. Hmm, to ensure its effectiveness, we had to give it time to spread thoroughly through your system before getting to the real fun."

"Really?" Dusk asked, already his member hardening with renewed vigor. Moments later, a thought occurred to him. "Wait...what if I had turned you girls down when you offered?"

Scoffing in amusement, Rainbow answered with, "Heh, you probably would have gone to sleep wondering why you had such a raging boner."

As Dusk deadpanned at Dash, Applejack tilted her hat up before speaking. "Anywho, now that you're all hunky dory, you've made your decision yet, Dusk?"

"Um," Dusk uttered, skimming through them. Now that Fluttershy had been tended to, how could he decide between four, equally gorgeous mares? Choosing one would mean that he favored her over the others in some way, and he really didn't want to hurt anypony's feelings.

Thankfully, his decision was soon made easier when Pinkie began jumping with unrestrained excitement, waving her raised hoof and shouting, "Ooh! Ooh! Pick me, pick me!"

Rolling his eyes with a smile at her antics, Dusk happily relented. "Alright Pinkie, alright...you clearly seem to want it more."

"Yes!" she cheered, flexing her foreleg before her in a preemptive hoof-pump. Beaming a large and giddy smile, Pinkie turned around, lowered her front half atop the bed, then held her flanks up high. "Here you go, Dusky!" she said, raising her tail as she reached back to pat her wiggling, voluptuous rear.

Not needing a clearer signal than that, Dusk approached her, his member bobbing with his movements and his muzzle immediately drawn towards her winking slit, as it was emanating a naturally sweet and delectable musk that instantly captivated his sense the moment he caught it. After pressing his snout onto her wet folds, then taking a hard whiff before exhaling with a snort--resulting in Pinkie jolting with a stifled giggle--Dusk stuck his tongue out and took a curious lick at her sex.

Strange, he thought, lapping up her nectar in strong, broad stokes. She tastes...exactly like bubblegum... Huh...this'll require further research later...

After probing her entrance, and mixing in his saliva with her savory lubricant, Dusk pulled his muzzle away, licking his lips of her as Pinkie released a disheartened 'Aw'. Hoping to rectify her discontent, Dusk reared up before resting the weight of his upper half over her, his forelegs hanging off the sides of Pinkie's back as he mounted her; her cotton candy-like tail acted as a cushion against his belly, adding to the comfort her malleable rear already provided.

"Ohh yeah, r-right there~" Pinkie groaned into the bed before nibbling on her lower lip to silence herself, feeling Dusk's hard member prod her needy marehood as he lined it up.

Once he began moving his hips forward, she moved hers back, Dusk's stallionhood slicked in their arousal/saliva mixture as it penetrated deep within her burning, tightening recess. Struggling to keep her rear end up, Pinkie's eyes rolled upward as she panted heavily onto the bed, her more-red-than-pink expression that of pure, mind-numbing bliss. Finally, after powering through the earth pony's clamping inner muscles, and having his medial ring brush past her parted lower lips, eliciting a throaty moan from the mare--also, if what he heard was correct, possibly setting a confetti cannon off somewhere--Dusk bottomed out, his tip becoming very acquainted with the back of Pinkie's love-tunnel.

Her body frozen in place by the wonderful sensation of her inner walls squeezing around stallion meat, Pinkie turned her head just far enough to glance Dusk from the corner of her eye before speaking in a strained yet content tone. "Mmph... Yup...you're...you're definitely a biggie..."

Taking that as a compliment, Dusk, engrossing himself in the exchange of heat, twitches, and sensations brought about by their joining, released his hot breath onto the back of Pinkie's flicking ear before securing it with his mouth, his teeth kneading the soft and sensitive flesh as he pulled his hips back. Once he withdrew all the way to the tip, he, without warning, brought his hips back down, the sounds of waist slapping against rear and a mare's stifled, pleasure-filled yelp echoed throughout the room. Falling into a steady rhythm, Dusk repeated the motion, his free-hanging balls slapping against her button due to the increasing speed and intensity of his thrusts.

Wailing into the mattress in utter ecstasy, Pinkie tried her best to steady herself from the resulting recoil brought on by the stallion's relentless assault, occasionally making an attempt to meet him halfway; her added arousal nearly caused him to slip out a few times, but Dusk always managed to prevent that from happening, lest he lose his tempo.

After several more minutes of wet slaps, bed creaks, and heavy pants had passed, Dusk increased his efforts before thrusting once more, remaining in her blazing, quivering depths. With each throb it soon gave, Dusk's member deposited ribbon after ribbon of his hot seed into the mare's womb, completely saturating it. Pinkie, feeling every twitch of his member, as well as a sudden flare of warmth spreading inside her, turned her head onto its side and moaned uncontrollably, having just reached her own climax as her hind legs began to lose the strength to keep her rear up any longer for Dusk.

Shooting one last spurt, Dusk pulled out of Pinkie, leaving her a drained and muscle spasming mess as her lower half collapsed under its own weight; already her bedspread began work on absorbing Dusk's essence that seeped from her satisfied, overworked sex.

"Thank you for...for the cream filling..." Pinkie rasped in a dream-like tone, her drooling tongue hanging out the side of her heaving mouth. Judging by the deep rise and fall of her chest, she wouldn't be moving from that splayed out position anytime soon.

Sitting on his haunches to wipe the sweat from his brow, Dusk intended to take a short break, but the potion's effects kicked in moments later, his spine tingling from the rush of his rejuvenating stamina.

"Heh, two down, three to go," Rainbow lively informed to nopony in particular, smirking at the sight of Dusk's equipment rise in tune with his heartbeat. "So," she said with a clop, then rub of her hooves, "who's next? You, AJ, or..." Her brow raised in bewilderment, Rainbow turned her head to and for as she scoured the room. "Hey, uh...where'd Rarity run off to?"

"Here I am, darlings~" Rarity soon answered with a flourish as if summoned, entering the room from the outside hallway. Once the three conscious ponies on the bed turned to her, they all balked at once.

It was Rarity, same as before, only now she was scantily clad in an all black outfit the dumbstruck trio had never seen her in before. Draped over her rear, yet designed with a snug hole for her tail to fit through, was a pair of very form-fitting panties that was almost entirely lace, the garb--if it could be called that--highlighting the already natural contour of her shapely flanks. Playing a factor to their agape-mouthed stares, four fishnet stockings were wrapped around each of her legs, the two at the rear connected to a garter-belt just over her risqué undergarments. And, finally, secured around her neck was a simple collar; attached to it by a small chain was a diamond-shaped metal tag branded with the three gems of her cutie mark.

"So sorry for the unheralded exit," Rarity apologized as she sauntered towards the bed, lustful eyes locked on Dusk's and a purposeful sway of her hips in every step, "but I just had to change into something more eye-catching if I was to have a chance of being next." Stopping in place, Rairty raised a foreleg, then struck a stoic, sideways pose. "You like?" she asked him with a wink.

Almost toppling off the bed due to his eyes never leaving her, Dusk swiftly approached her. "Mmhm!" he sounded with a few one-too-many nods of his head. "I...I like... I really like!"

"Aw, well that's so nice of you to say," she said, her tail brushing under his chin as she made a quick twirl for him, his eyes committing each and every one of her angles to memory. "I was hoping you would. It's called lingerie, and, although its fairly new, it's quickly becoming all the rage in the big cities. This particular pair however, well...I made it myself. I designed it specifically for my alabaster frame, wove it perfectly down to the last detail, and, perhaps best of all," leaning in, she then whispered huskily into his ear, "it's edible..."

Dusk gulped at that. "R-Really?"

"Pfft, of course not!" Rarity lightheartedly quipped. "I'm a seamstress, not a confectioner." Stocking-clad hoof on chin as if in thought, she then said, "Although, if I work alongside Pinkie, I'm sure something like that could come to fruition. Perhaps some sort of--" Realizing she was letting her combined love of fashion and sweets get carried away, Rarity turned back to Dusk, releasing a quiet gasp into her hoof when she spied his engorged, neglected anatomy. "Oh my! Listen to me babble when we have other more pressing, enjoyable, issues at hoof." Stepping forward, she pressed her chest against his, tilting her head and smiling daintily at the dopey-eyed and goofy-faced stallion. "And for putting up with my excessive rambling, I think you've more than enough earned yourself a treat." She quickly giggled to the side. "Hmm, yes, a treat we both can enjoy actually."

"Oh?" Dusk asked, both curious and excited to see where this was going. "And what is this treat?"

After placing a hoof on his chin, then retracting it in a caressing motion when she walked away, Rarity placed her forelegs on a nearby chair, then looked over her shoulder to Dusk as she raised her tail, revealing there to be a wide slit in the pantie's fabric that exposed her marehood. "Fashion and functionality," she said almost proudly, her tail subconsciously wafting her vanilla-like scent to him. "Well go on now, don't be shy. I am anxious to finally experience that skilled tongue of yours at work, and from what Rainbow said and what I saw, you seem to enjoy a little taste before getting to the ravaging part."

Dusk didn't realize it until she pointed it out, but Rarity was right: he did enjoy a taste. A part of him was curious as to why they had such distinct scents and flavors, but his throbbing erection urged him to put all his scientific hypotheses aside for now. Perhaps, in laypony's terms, this was simply a 'kink' of his.

Already her captivating aroma beckoned him to step forward, his higher brain functions not realizing he had moved at all until his muzzle was already inches away from his prize. After licking his lips hungrily, Dusk stuck his tongue out and began to slowly crane his neck forward, his mouth salivating even more the closer he got to her soaked flower.

"Oh my," Rarity gasped with a small jump the second his moist tongue made contact with her folds. It didn't take long before his forehooves gripped her flanks for stability as he traced the tip of his wet muscle up and down her lower lips, occasionally probing the space in between in order to coax her into producing more of her luscious arousal.

Not satisfied with what little he sampled, Dusk decided to go directly to the source and unceremoniously plunged his tongue though her folds, inducing a loud half shout, half moan from Rarity. His bottom lip rubbing against her sensitive clit as he savagely suckled and licked, Dusk obtained more of her love juices, finding her unique taste to be similar to that of fine red wine. And just like real alcohol, it was having an immediate effect on his mind, his thoughts clouded in a drunken haze as he continued to writhe his tongue within her.

"Mmm, Dusk, darling," Rarity soon purred in a breathless voice, her eyes half-lidded as she cooed to his ministrations. "You...you keep taking, but how about giving for once, hmm?"

Pulling back from her marehood, but not before planting it a quick, farewell peck, Dusk nodded as he licked what he could of his drenched muzzle of her.

Removing her forelegs from the chair, then planting them on the floor with an unsteady wobble, Rarity stepped around Dusk much like how a lion circles its prey, the stallion turning his body with her to track her movements. Once she had him right where she wanted him, Rarity stepped forward and raised her foreleg to caress his chest. Smiling at the sensation of her clothed hoof stroking his chest fur, Dusk was caught completely unaware when she then shoved him away in an upwards motion, forcing him to step backwards onto his hind legs as he attempted to regain his balance.

Right when he was sure he was about to fall onto his flank, the chair, soon glowing in a white aura, moved on its own to catch him. Once he recovered from the shock, Dusk made to ask Rarity what that was about, but was then silenced when she positioned herself over him, her lips and tongue meeting his own.

"Sorry," she apologized after breaking the heated kiss, looking him in the eyes with an innocent tilt of her head as she sensually grinded her slicked sex against the underside of his pushed back member. "Just something I've always been curious about trying."

Soon growing impatient with teasing, Rarity placed her hooves on Dusk's shoulders before lifting herself, her gaze cast downward as she used her magic to align his hard length with her dripping marehood. Once the logistics were out of the way, Rarity took a readying breath before lowering, her breathing hitching when his throbbing shaft past through her pantie's opening and began to slowly impale her. As the pulsing, intense warm got further within her velveteen confines, Rarity was blissfully unaware of the lewd half noises she was making, her rear legs soon shooting horizontal once his medial ring slipped in and their waists touched.

Listening to her erratic pants just over his shoulder, and feeling her madly-beating heartbeat through her surrounding inner walls, Dusk gave Rarity half a minute to adjust before snaking his hooves around her, placing them firmly over her flanks. After giving one a soft rub, followed by a hard, audible spank, Dusk pulled upwards, coaxing her into raising on her own, shaky power. Raising herself until only his tip remained, she began to slowly lower again, however, the sudden loss of stability in her legs soon caused her to fall at a much quicker pace than she expected, resulting in a loud, throaty, pleasure-induced bellow being released by the mare.

After collecting what she could of herself, and slurring her apology to him for the unladylike noise, Rarity tried again, the second time around being much easier with the assistance of Dusk's hooves partially holding her lower half up. Following a series of him guiding her up and down, Rarity slowly grew more confident and increased her speed accordingly, practically bouncing atop him within a minute, the tag soon repeatably clinking against the chain on her collar.

Dusk could feel it, the end approaching much sooner than he anticipated; each fall of her weight atop his, each resounding slap that came with the joining of their nethers chipped away at the dam that was his endurance. And if Rarity's added effort was anything to assume by, hers wasn't fairing any better.

Soon enough, after falling once more, Rarity stayed like that, her pounding chest pressed against his and her rear legs locking around his waist and the chair once she felt a gratifying warmth flare within her, her face frozen in a pained expression as she hit her climax. Finally, after his member had expelled the last of its seed into her, Rarity climbed off of him, her legs wobbling towards the bed before exhaustion hit halfway. As she laid on the floor and rasped for breath, she could feel his excess seeping over the panties she worked so hard on...but, as of this moment, and this moment only, she really didn't care if it stained or not.

"Got to say, Dusk," Rainbow chimed in with a click of her tongue, laying besides Applejack atop the bed where they had been watching the entire time. "That was uh...yeah, that was pretty hot."

Once the potion revived his stamina, Dusk rose off the chair. "Well thanks," he responded, mimicking Dash's tongue click. "I aim to please."

Her expression conveying surprised amusement, Rainbow tapped Applejack's side. "Aw, isn't that precious, look at him, AJ! He's getting all cocky now!" Her eyes moving southward of him, she then added, "Heh, figuratively and literally." Tapping the earth pony once more, she then said, "Welp, guess you're up."

Smirking as she made to rise off the bed, Applejack stopped, then directed a questionable brow to Rainbow Dash. "Wait, just like that?" she asked. "You're not gonna, eh, fight me for it or somethin'?"

Hoof on her chest, Rainbow visibly recoiled as if in shock. "What? No. I wait my turn until after all of you, isn't that what you wanted?"

She did say that, but Applejack still couldn't shake her sneaking suspicions. She didn't know what, but she certain Rainbow was up to something. Well, whatever it was, her growing need that had been waiting patiently until right this moment had her set it aside for now.

"C'mere, sugarcube," Applejack said after hopping off the bed to approach Dusk, chests bumping before locking her lips around his, her hat partially shadowing over him.

It was an unnecessary act, more meant to rile herself up than him, as she would be darned as a member of the Apple family if she were to buck a stallion without at least kissing 'em first. Each time she took a second to breathe, she could smell the others' arousal coming off his muzzle, and, if what her her tongue fondling his were telling her to be true, taste them too. Already her loins were burning something fierce.

Breaking the desirous kiss, Applejack leaned her head over Dusk's shoulder.

"Hey, Dusk?" Applejack causally asked, her voice low and a bit gruff, but alluringly husky in that country drawl of hers. Once Dusk's ear perked to attention and he answered with a curious 'Hmm?', she continued. "I'm more of a 'take charge kind of mare', if you catch mah drift. So uh...how 'bout you, oh I don't know, lie down fer me?" Pulling her neck back, she then flashed him a knowing wink as she finished with, "You know, like on yer back."

Message received, and immediately liking what she had in mind, Dusk swiftly obliged her. Choosing the floor--since the bed was currently occupied by two haphazardly placed, out of commission mares, as well as one eager, rainbow-maned pegasus spectator--Dusk turned around, lowered himself to the floor, then rolled onto his back, exposing his belly, folded legs, and standing erection to the earth pony mare.

Done with admiring the view, Applejack moved forward, a confident stride in her step as she crawled over Dusk until her half-lidded eyes were right over his. Even though he had absolutely no reason to, Dusk couldn't help but feel a little intimidated being under such a powerful mare. It wasn't like she was built like a stallion, despite her job being mostly physical labor, but she just gave off this confident aura that practically exuberated strength. Also, on a probably unrelated note, the fact that her hat was blocking out the ceiling light, forming an impromptu eclipse in Dusk's eyes, most likely contributed to his sudden meekness.

"Ya ready, partner?" she then asked, teasing him by flatting his member against his stomach as she ground her sex up and down its underside.

"Uh...uh-huh," he answered none too confidently. He could only feel a fraction of the strength she was exhuming, but he was certain that she could easily break him if she had half a mind to. That idea alone made it all the more exciting from him.

Caressing his cheek with a hoof, Applejack pecked his lips before sitting upright with a sideways flick of her head to get her mane out of the way, her hooves planted on his chest for added stability as she straddled his waist. Raising herself up a bit, she reached down and guided his stallionhood into position before...

"W-Wait!" Dusk pleaded with a hoof raised to her. Once she stopped and looked down at him with a raised brow, he blushed and smiled nervously. "Eh, be-before we get to...to that, would you mind if I uh..."

"If you what, sugarcube?" Applejack questioned, wondering what could warrant her waiting any longer.

To Dusk, there really was a vast difference between doing it and actually saying it; years of a Canterlot upbringing under a princess would do that to one's crass vocabulary.

"If I can, uh..."

"Ugh--he wants to eat your cunt out, AJ!" Rainbow Dash so rudely interrupted, sparing Dusk from having to say it himself.

"He wants to wha?" Applejack's face lit up moments later. "Oh! Right. That uh...that new kink of his that he just discovered. That it, Dusk?" His cheeks still hued with crimson, he promptly nodded. "Well fine, but just a quick taste! Can't keep a gal waitin' any longer." At that, she shuffled forward, Dusk salivating, as his winking target was soon hovering inches over his muzzle. Once she began to lower, Dusk raised his head and met her halfway, his tongue brushing over her lower lips in one broad stroke.

"There," Applejack said smugly as she moved back to their previous position, Dusk's ears flattening to match his disappointment. He hadn't had the chance to really enjoy it yet, but no matter, he had at least gotten one good lick in. After smacking his tongue against the roof of his mouth, he had determined her taste to be similar to that of--no surprise there--apples. Pretty sweet ones, if he might add.

"Alright, sugarcube, no more lollygagging!" Applejack exclaimed almost impatiently, one hoof on his chest as she used to other to align his mast to her marehood before bringing her lower half down in one swift motion, the mare practically sitting atop his waist.

Unprepared for the sudden sensation of his member plunging upwards into a burning, engulfing warm, Dusk's eyes shut tightly and his teeth grit as he reflexively grabbed her hips, trying to both steady her and recollect his scrambled senses at the same time. As he slowly adjusted to the heat and weight, Dusk discovered that he wasn't the only one trying to accommodate themselves, as he could hear Applejack's breathing, just as shaky and uneven as his was. Prying one eye open, he saw her looking back at him, trying to mask her discomfort with a strained, weak smile. Dusk wasn't fooled however, he could tell through that expression of hers that she was probably chiding herself for not taking things a bit slower; Apple pride and foolhardiness most likely went hoof in hoof.

"Y-You--" his inhaling breath hitched. "You alright there, A-Applejack?"

Coughing to the side, followed by a shudder and a short mewling sound, Applejack turned back to him with a weak nod, a drop of sweat already running down the side of her head. "C-Course I am! Just a bi--uhng--just a bit b-bigger than I expected...is all... Ain't n-nothin' I--phew--can't h-handle..."

Getting an evil, wicked idea in his head, Dusk's smile turned mischievous. "Is that right?" he asked rather coyly, tracing his hoof up and down her side, evoking a shudder from her that was even greater than the one before. "So, then, you wouldn't really mind if I were to do...this!" Without giving fair warning, he bucked his hips upwards, Applejack yelping in immeasurable pleasure from the extra millimeters his stallionhood traveled further within her. His tip was already at her cervix, but now, now if felt as if it were demanding entrance into her womb.

Her inner, velvety muscles clenching on to him, Applejack suddenly found remaining upright to be a challenge, as her forelegs planted onto his chest were now trembling uncontrollably. Watching her stare absentmindedly over him with her tongue sticking out of her heaving mouth, Dusk decided to give her a hoof when her rear legs tried and failed to get her to rise. With his hooves on her curvaceous hips, he guided her upwards, pulling himself out of her until her legs managed to plant themselves firmly on the floor, allowing her to steady herself under her own power.

Soon regaining her composure, and after taking a few steadying breaths, Applejack, with an amused brow raised, glared down at a smirking Dusk for what he just did. After the two exchanged the look, Applejack rolled her eyes and began to lower herself, a bit slower this time so that her senses weren't to be overwhelmed in one go. Once she was crouched over him, and he was fully hilted within her again, Applejack released a content puff before biting her lip to contain a would-be moan. Finally adjusting minutes later, she began to gyrate her hips, her sights focused on Dusk the entire time, as it was now his face contorting in unadulterated pleasure.

With her grinding atop him, Dusk felt as if he were melting, his hooves grasping on to her moving hips for his own sake more than hers.

"Yeehaw! Ride 'em, cowpoke!" Applejack whooped, waving her hat around by the end of her hoof as she increased the speed and intensity of her motions. If Dusk didn't know any better, he'd swear that she confused what they were doing for bull riding, with him as the bull! Dusk was definitely enjoying himself, but wasn't sure how much longer he'd last. Not long if Applejack kept this up.

Suddenly, moments later, he was rescued by the most unlikely of saviors.

"Hey, you crazy kids mind if I cut in!?"

"What the--!" Applejack cried out in confusion, dropping her hat onto Dusk's face.

The last thing the stallion saw before everything went black, was a pair of cyan hooves wrapping around Applejack from behind. Lifting the hat from obscuring his vision, Dusk found Applejack looking towards the ceiling with a pained expression on her face, drool tricking from the side of her clenched teeth. Spotting the cyan hooves tightly embracing her, Dusk angled his head to the side and discovered the owner to be none other than Rainbow Dash.

"Rainbow?" Dusk questioned, utterly confused by the turn of events. "What are you--"

"D-Darn it, R-Rainbow!" Applejack bellowed, struggling with her words as her body trembled uncontrollably. "G-Get tha-that out of th-there!"

"Aw, but I remember we had so much fun the last time we used this," Rainbow answered in mock disappointment, beaming a wicked smirk. "Don't worry though," she whispered into Applejack's ear before thrusting forward, causing the earth pony mare to jerk, "I made sure to add plenty of lube~"

It was then that Dusk had an inkling of what was going on.

"Wait, Rainbow, are you--"

"Wearing my own wing-ding-dingaling? Yup!" she answered with gusto. "Doubt you can see it from there, but it's the same one from the barn house!"

"Well can ya kindly remove it from my--"

"Yeeeah," Rainbow interrupted with a slow roll of her eyes and head, "I hear you, AJ, I really do, but how about no? See, I got this way better idea. Instead, how 'bout Dusk and I, as in, him and I, me and him--however you say it--both rut ya silly at the same time?"

Trying to look at Rainbow from over her shoulder, Applejack gave her a 'You can't be serious?' look. "Why you--"

"Uph! 'Y'! The first letter to 'Yes'! Not sure what the 'U' is about, but, eh." Before giving the farm pony a chance to retort, Rainbow pulled her hips back, then thrusted unceremoniously forward, evoking a wide eyed gasp from Applejack. Despite there being a thin layer of pulsing muscle separating it from his stallionhood, Dusk could feel the artificial phallus move within her.

Once Rainbow began to piston in a steady, deliberately slow rhythm, Applejack, having never tried anything involving that area before, immediately lost the strength to remain upright and, as a result, fell atop Dusk, her body immobilized in a position that made it easier for the malicious pegasus to buck into her from. It was too much for Applejack, she was already occupied with one front, but now, with two, she had been reduced to a quivering and drooling shell of what she once was, her glazed over eyes giving the impression that her mind had scurried off elsewhere to escape the flooding sensations viciously wracking her very being. 'Full' would not be the word Applejack would later use to describe what she was experiencing, instead, 'Stuffed' would be the more accurate substitute, as that was exactly how she felt.

Feeling Applejack's body recoil atop him from the force, as well as her velvety walls clenching onto his mast with every forward thrust Rainbow gave, Dusk became thoroughly aroused by the erotic spectacle before him, so much so that he better adjusted the hat on his head before bucking upwards whenever Dash pulled out, ensuring a continuous, unrelenting assault on the helpless earth pony.

"Ha! About time you decided to join in!" Rainbow exclaimed mid thrust, finally noticing Dusk's participation. After delivering an audible, reddening slap to Applejack's flank, and causing her to squeal through grit teeth, she then said, "C'mon, pick up the pace! I want her walking funny for a week!"

Nodding his response, Dusk did so, both unicorn and pegasus sacrificing pacing for speed, lewd slaps heard throughout the room. Her breathing hitching to match their combined momentum, Applejack lifted her head from the pool of her own slobber collected on Dusk's chest, then turned her unfocused eyes in his direction. His face was a purple, shaky blur to her, but she tried desperately to find the white of his eyes so she could at least look at them when she reached her--

Eyes shutting tightly, Applejack threw all sense of pride aside and held Dusk in a vice-like, almost crushing embrace, as she wanted to know that someone was there, riding the endorphin-fueled roller coaster with her. As her echoing wail turned into a weak whimper, and her nethers constricted and spasmed around him, Dusk returned the embrace and upshoted one last time before holding, volleys of his load soon coating her insides white. Rainbow, somewhat touched by the intimate display, extracted her mock stallionhood from Applejack, stepped back, and quietly observed the two bask in their afterglow.

Once the last of his seed had been jettisoned and his member began the process of deflating, Dusk, with the utmost care his exhausted body could muster, rolled the sweaty and comatose-looking Applejack off of him and placed her gently on her back beside him. Getting up, and remembering seconds later that he was still wearing her hat, he removed it from his own head and placed it over her muzzle from an angle, making Applejack appear as if she were taking a normal afternoon nap like she would tend to in the farm.

"So," Rainbow casually remarked, the unstrapped strap-on falling to the floor. Once Dusk turned to her, she smiled slyly at him. "Now that you've had the rest, how about the best?"

With the potion returning his stamina to him moments later, Dusk shot the smile back to her as he stepped forward, only to stop in his tracks when he heard a--

Knock knock knock.

A sudden knocking coming from the door to the outside balcony...

Frozen on the spot, Rainbow and Dusk both shared a worried look, as they weren't expecting anypony to arrive. Whoever it was, did they not know that the bakery was closed? And even if they did, what reason would they have to come at such a late hour?

Their hopes that it was a stray pegasus, who just realized that they were knocking up the wrong house and flew away, were dashed when the knocks came again.

"O-Oh!" Rarity muttered into the carpet, stirred by the noise. "C-Coming, coming!" Raising onto her hooves, she walked towards the balcony door with a gait in one of her rear leg's step.

"Rares!?" Rainbow questioned in a strained, loud whisper. "What are you doing!? We can't let whoever it is see what's going on in here!"

Rarity responded with a dismissive wave of her hoof. "Oh relax darling! I'm just going open it wide enough to see who it is and tell them to politely go away. Besides," using her magic on the folding fan from earlier, she fanned air towards her face, "I could use a bit of evening air to cool down, as it's quite stuffy in here."

Shaking her head worriedly into her facehoof, Rainbow relented. "Fine! But be careful to not let them see!"

Rarity nodded. "Uh-huh, I will."

Finally, she could hear somepony approaching. Luna would have broken through the door if her third attempt went unanswered.

After checking one last time to make sure she was wearing her recently acquired attire correctly, as well as the crucial component to her role still being in one piece, Luna looked over her shoulder and signaled her readiness to Flashlight observing from within a nearby tree through his binoculars.

Seconds later, the doorknob wobbled, and Luna immediately went into character. She had previously been a thespian in the Equestrian days of old, so she was confident in her acting abilities.

Once the knob turned all the way and the door began to pull back, slowly revealing white fur on the other side, Luna cleared her throat before saying her line that would, if done correctly, guarantee her inclusion in the orgy...

"Why, good evening," Luna greeted, sweetening the tone in her voice. Moving the box before her, then opening it, she finished with, "Did somepony here order a piisah? Fret not if you happen to lack the adequate amount of bits to pay for it, as, well, I'm sure there's an alternate form of payment we can--"

"Um...we didn't order one. And...uh...don't you mean 'pizza'?"

"No, it's piisaaah," Luna corrected with a roll of her eyes. "That's the name I bestowed upon the first edible frisbee I made for my hounds all those millennia ago. In fact, I--" Her expression immediately contorting in confusion, Luna closed the pizza box and peered over it, only to find a confused Sweetie Belle looking up at her.

"Wait?" Sweetie questioned, narrowing her eyes at Luna. "Princess? Princess Luna? Is that you? What're you doing at our slumber party?"

"And why are you dressed up as the pizza mare?" Applebloom asked, her head poking out from around one side of the door frame.

"And since when did you start delivering 'peeksa'?" added Scootaloo from the other.

"Oh sweet, pizza!" Spike cheered as he scampered up to the stupefied princess, swiping the box from her magical grasp before taking it into the treehouse and placing it atop the twister mat they were playing on earlier.

Her eyes fixated to the floorboards beneath her, Luna fell to her knees, trying to wrap her head around what went wrong.

"I'm...I'm sorry," she eventually spoke, her unblinking gaze still cast downwards, "I believe there must be some sort of confusion. Is this not where the party of slumpers is?"

"It sure is!" Spike answered gleefully before taking his first bite of pizza, having picked it clean of hay-pepperoni. Luna didn't know which toppings she had gotten, as she just took any box, as well as the uniform after breaking into the local pizzeria for them. "Although," he said as he chewed, "there is another lame adult one going on right now. Sugarcube Corner, I think." Swallowing, Spike shot Luna a curious glance. "If you were looking for that one, what makes you think it was here? I mean, this is a treehouse after all, and a pretty small one at that. Kind of a hard mistake to make if you ask me."

Turning her head just far enough to spy him from the corner of her vision, Luna saw Flashlight gulp. "I was...misinformed..." After releasing a harsh sigh, Luna got back onto her feet, then bowed her head to them. "Apologies for interrupting your night. Have a pleasant evening."

With that done, and the Crusaders and Spike all shrugging in confusion to each other, Luna, along with her ominous aura, flew up to the tree where Flashlight was trying in vain to hide within its leaves.

"Flashlight," she called, the neutrality in her voice being much more frightening to the night guard than if she were to yell.

He didn't want to answer her, he really didn't, but it was his sworn duty to do so. 'Join the guard', they said, 'You might get lucky with the princesses', they said. Yeah, well, Flashlight often cursed that luck. Well, him and his garrison whenever Luna felt like getting 'placed'...

"Eh, y-yes, P-Princess?" he hesitantly responded, amusing the worst as he hobbled out from the leafy canopy.

Forehooves crossed over her chest as she floated there, Luna took a moment to formulate a proper response for the situation he had put her in. Once she had it, she had no qualms with voicing it.

"Ya done fucked up!" That was more surprising than scary to Flashlight... "You said this was the building! Yet clearly it is not! Did I not send you on reconnaissance earlier!?"

He hastily nodded. "Y-Yes, Your Highness, you did! B-But in my defense, you said that I was to ask around for a sleepover! I was never told that there were two! B-Besides, let's be honest here," he tapped his cast, "how much reconnaissance were you expecting from me when I've got this on?"

"Excuses!" Luna barked, Flashlight flinching his head back when she pointed an accusatory hoof inches away from his face. "You had one job, Flashlight, one! And now, because of your blunder, I've...I've...I've missed my window of opportunity! Going to the proper place now would be a futile effort, as too much time has passed!"

Chuckling dryly, Flashlight slowly shrugged. "Heh heh, eh...whoops?"

After staring at him with narrowed eyes for a while, Luna said something that made Flashlight gawk back at her with utter terror in his eyes.

"That's it, I'm holding you accountable. My loins were burning with anticipation for this night, and since Dusk won't be the one to quell them as I had planned, it seems that you'll have to do."

As she gradually advanced, Flashlight, with wide eyes, shook his head as he waddled backwards, his cast soon bumping against the tree's trunk.

"Please!" he begged while clasping his hooves to her, realizing he was cornered. "The spirit is willing but the body has a pelvis with a hairline fracture! I--I have a cast on for crying out loud!"

He was preaching to the choir, and the choir...was sexually pent up.

Moments later, Applebloom, lowering the pizza slice she was about to take a bite from, perked her ears when she heard a loud tearing noise outside, followed by an blaring, masculine wail that she was sure echoed throughout the entire orchard.

"Eh, what was that?"

"You've got a--pretty weird--bird--D-Dusk!" Rainbow exclaimed as she bounced atop the stallion, his hardened member hitting just the right notes to make her sing.

Dusk, with the bed creaking as he bucked upwards into her, and holding her forehooves steady with own, responded. "H-Hey! Owli--Owlicious was just---was just curious about--about what was going in here--is all! He--he's gone now--anyway--r-right!?"

Her next bounce causing a sweat matted bang to fall and cover one eye, Rainbow, too engrossed with keeping her tempo, didn't bother with replying. Instead, moments later, she soon increased her efforts, Dusk's tip striking her sweet spot faster and faster until--

Falling one last time, Rainbow shut her eyes and raised her head towards the ceiling, a moan escaping from her lip biting as she ground her hips harder against his. Feeling the stallion's climax arrive and collide with hers, Rainbow's wings extended to their full length, sending loose feathers into the air as her inner muscles milked him of her much earned reward. Once the last spurt of his seed had fired into her, and his stallionhood began to deflate, Rainbow's body no longer found the will or strength to remain upright, soon falling onto Dusk in a tired, post-coital embrace.

"Hey, Dusk?" she then whispered in a fatigued tone, her breath tickling his heaving chest.

"Hmm?" he sounded.

"We should...we should totally make this a regular thing, you know... You, me, the girls...every month... Heh, maybe every week... What'd ya...what'd ya think?"

Satisfied by the spreading warm his parting gift left her with, Dusk's beating chest against her ear acted as a lullaby to the spent pegasus, her eyelids getting heavier and heavier until she finally fell asleep without receiving her answer, but not before using the last of her remaining energy to wrap her wings over him in an improvised blanket.

That was it, Dusk was finally drained. The potion had long worn off and his overworked muscles were rejoicing at their long demanded rest. The life of a student slash librarian wasn't exactly a physically invigorating one... However, one thing was for sure: he would definitely be feeling this tomorrow.

Once his breathing and heartbeat slowed to reasonable levels, Dusk raised his tired head and looked into the content faces of each of the sleeping mares laying with him on the bed. For what he had just accomplished, he really didn't mind a little soreness...

Using his magic, Dusk turned the lights off, laid his head back down, then released a fulfilled sigh towards the ceiling. His own eyes getting heavy, Dusk muttered one last thing before deciding to turn in.

"Weekly thing, huh? Yeah, I'd be open to tha-- "

His eyes splaying wide open, Dusk's moment of solace was cut short when he heard a loud, boisterous cry echo outside--perhaps all of Ponyvile!

"Huh...what was that?" he asked nopony in particular.

Epilogue

Spike, the ever diligent assistant that he was, was busily completing his household chores for the night, hoping to have the library spick and span by the time Dusk Shine returned tomorrow morning. Strange, the dragon would think it; only a week had gone by since the unicorn stallion had attended his first sleep over with the girls, and already he was on his second. Well, whatever happened the first time, Spike figured that they had so much fun that they decided to invite Dusk more often than they used to. And by 'more often', he really meant 'not at all'.

As the young drake reached up to dust what he could of the higher bookshelves, he was alerted to the sound of the bell hanging above front door chiming. Wishing to make himself appear more presentable for the new visitor, Spike patted his cleaning apron of grime before turning to greet them.

"Hi, welcome to the Golden Oaks Li--" Spotting the visitor, Spike cocked his head in confusion. "Dusk? What are you doing here? Aren't you supposed to be at that sleepover with the girls?"

Closing the door behind him, Dusk didn't answer him--in fact, he didn't even look at him! Instead, he simply stared forward. He had the far off gaze of a stallion who hadn't slept in days, one who had his spirit broken then ground into fine power before watching it blow away before his very eyes. If it wasn't for his lips moving as he quietly mumbled something to himself, Spike would have sworn that he was looking at a highly detailed statue.

"Eh, Dusk?" Spike asked again, this time a bit worried.

Once the stallion did move, which caused the drake to jump from how unexpected it was, he shambled for the kitchen. Knowing exactly were it was, Dusk, without the need to look, used his magic to pull a bottle of bourbon off the top of the fridge that was hidden behind the cereal boxes. After procuring a shot glass, Dust brought both items with him into the living room slash library, then took a seat atop one of the many chairs available.

Being the weak drinker that he was, the bottle was meant for guests, but after learning what he had just hours ago, he could use a drink himself. Heck, with any luck, it might kill him!

"S-Spike," Dusk eventually said, uncorking the drink before shakily pouring an amount into the glass. "I'm gonna...I'm gonna need you to take a letter..."

Wondering what had put him in such a state, Spike promptly nodded before running upstairs to gather the parchment, quill, and ink.

"Ready!" the dragon announced, dipping the quill tip into the ink before placing it on the paper.

After pouring the shot's contents into his mouth, then forcing himself to swallow the burning liquid, Dusk made to fill himself another glass, but immediately tossed it aside before deciding to drink directly from the bottle. Coughing heartily as retirements of the foul alcohol cascaded down his chin and chest, Dusk wiped his mouth with a hoof before speaking, Spike jotting down every word.

Dear Princess Celestia,

I understand that it's been a while since I've last written to you, as I've been busy most recently and apologize wholeheartedly to finally do so at such a time of inconvenience. I don't wish to go into greater detail than I have to, but certain events have happened where...well...to put it simply, I've learned, the hard way actually, that zebra elixirs, the kind used for the more intimate of affairs, not only provide a certain boost to vitality and vigor, but also have an unforeseen side effect on male ponies.

Recently, certain events have developed where I have bed, not one, but all five of my friends, and, as you may have guessed by now, the aforementioned zebra elixir was most certainly involved.

Today, just hours ago from writing this letter, I've gathered with all of them with the express intent of engaging in another group activity with them, if you will. However, there was an abrupt change of plans when they instead informed me of the most mind-boggling news.

My friends--Rainbow Dash, Rarity, Pinkie Pie, Applejack and Fluttershy, are all preg--

The 'G' turned into a long line that ran off the side before the letter resumed, this time written by somepony with differnt penmanship.

Sorry about that. Spike yelled "Rarity!" then ran upstairs crying.

Pregnant.

That's what I meant to say. They're all pregnant.

The elixir I had taken seem to have--I don't wish to go onto graphic detail--supercharged my swimmers, allowing them to inseminate the girl's egg cells despite them all being out of their estrus cycles.

Celestia, I confide in you, not as your student or a bearer of an element of harmony, but as a stallion looking for much needed advice.

I'm...I'm going to be a father and...and I really have no clue on how to go about this. Mom always said that she wanted grandfoals, well imagine her surprise when I present her with five.

Love, and patiently awaiting your reply, Dusk Shine.

Well, that was something. Celestia still had fresh memories of a young Dusk Shine passionately playing with his Smartypants doll in his room, and already he was out there making foals. My, how time flies for an immortal.

She was impressed, truly she was. Not only had he bed five mares, but he also managed to impregnate them all in one night. Truly this was a cause for celebration! Sure, it wouldn't have been possible without the zebra elixir, but the accomplishment alone still qualified him for--

"Sister!" Luna announced, her eyes red from crying as she barged into Celestia's quarters. "I need somepony to hold me in my hour of grief, so, hold me!"

"Hello Luna," Celestia plainly answered. "Still lamenting over, um..."

"Flashlight!"

"Flashlight," the sun princess corrected herself with a nod. "Eh, there there...he's in a better place now..."

Falling onto the bed behind Celestia's desk in a dramatic fashion, Luna placed a hoof over her forehead. "Oh, but it's still my fault! I...I shouldn't have placed him so hard!"

"Uh huh," Celestia added in an uninterested tone, searching her desk for her writing utensils.

Flashlight truly was in a better place...the Marehamas, an island full of gorgeous, non-alicorn mares that won't destroy his hip bones. Celestia had seen the sorry state he was in and decided to help him...by faking his death. It was the only way for him to make a full recovery after the trauma Luna had put him through. Doctors were successful in reconstructing his pelvis but say that, sadly, he will never be able to do the bump again.

Such a shame really, as that was his favorite dance move.

Not wanting to hear her sister cry all day, Celestia floated Dusk's letter to her.

"What is this?" Luna asked with a sniff. "And why does it reek of bourbon?" Taking the parchment in her own magic, she began to read it. "'Imagine her surprise when I present her with five'..." Her eyes lighting up seconds later, she turned excitedly to Celestia. "Sister, does this mean!?"

Celstia nodded. "Mhmm, in fact, right before you came in, I was about to write the announcement to the kingdom."

Her face beaming utter joy, Luna forgot about the tragic, bloody, gruesome death of what's-his-name and immediately made for the door, shouting as she ran through the hallways, "Yes! Finally, a stallion who won't break so easily! And better yet, it's him!"

Rolling her eyes in amusement at that, Celestia concentrated her efforts on her speech's first draft. After an hour of writing, she finally finished it with:

So, I present to you, Dusk Shine, The Prince of Friendship with Benefits!

Actually, now that she thought of it, printing such a lengthy title will cost the kingdom a fortune in ink, so perhaps she should shorten it a tad.

So, I present to you, Dusk Shine, The Prince of Friendship with Benefits!

Author's Note

Shout out to Flame Waffle for being my rock through this fic that nearly killed me.

Here's my patreon. Come on guys, I'd really like to go to my first ever convention. Babscon.