I Drain Fillyfoolery?!

by Lise

Rating: teen
Tags: Twilight Sparkle, Main 6, Lyra, My Little Pony: Friendship is Magic, Comedy, Octavia, Sex, Slice of Life, DJ P0N-3
Length: 11166

An accident with an other-worldly magical device has given Twilight the ability to drain the fillyfoolery of any mare that crosses her path. Now she must resolve the problem before she ends up the only fillyfooler in Equestria.

When Twilight Sparkle sneaks other-world Twilight's magic-draining device into Equestria, she only wishes to explore how it works. After a mishap, however, she ends up exploring something entirely different — fillyfoolery in its primal form.

Now cursed (or blessed) with the ability to drain the fillyfoolery from every mare she meets, Twilight must find a way to resolve the matter before she ends up the only fillyfooler in Equestria.

WARNING: Contains suggestive scenes of adult nature. Please do not read if you find the subject matter risqué or offensive.

Written on a dare.

Special thanks to PheonixStarr, The_Doc and Doccular42 for prereading and edits.

Published 2015-12-07 02:50:02 UTC
Last updated 2015-12-07 02:50:02 UTC

And I like it?

Purple. Purple and pink. Purple, pink and fuzzy?

Slowly, Twilight opened her eyes. The first thing she saw was the floor... right in front of her face. Well that could have gone better, she thought, pushing herself back to her hooves. Maybe taking that magic-draining device into Equestria wasn't such a good idea after all. It was bad enough that it had stolen some of Princess' Cadence magic the moment Twilight had set hoof in the Crystal Empire. Thank the stars, Twilight had managed to close it fast enough. To have it explode in her own library, engulfing her in a ball of purple light, though — that was beyond serious.

"Guess it's safe to say I won't be experimenting with that ever again," she laughed uneasily. Her nerves were still shaky from the experience. Good thing Spike was off to Canterlot. The little guy would have had a heart attack if he had seen what had happened.

Chocolate, Twilight thought. That was what she needed. A little bit of chocolate always helped her calm down. Also a trot to Sugarcube Corner would do her a world of good. That and a good talk with a few friends was certain to put this entire mess behind her.

Purple and pink. Purple and pink, she kept thinking as she walked out of the castle. There was something alluring about the combination. Something she couldn't exactly put her hoof on. It almost felt like the first time she had gotten a taste of cotton candy. Funny why, she would get a craving for purple, though.

"Hello, Twilight." Lyra waved as she and Bon Bon passed by. "Up for anything?"

"Hi, Lyra." the Princess smiled. "Just on my way to Sugarcube Corner. Fancy getting some chocolate moose hay. What are you to up to?"

Lyra opened her mouth to reply, but before Twilight could heard single word, a wave of passion hit her like a hoof in the muzzle. Suddenly, it was as if she could read the couple's mind. No, it was much more — as if she were feeling their emotions, their sensations, the incredible effort it took them to appear casual, while they were burning with desire for each other. Twilight could literally feel how they wanted to muzzle each other right now! Lyra’s desire felt like a gentle breeze of fresh mint, going through her mane and into her ears.

The experience made Twilight's wing feathers ruffle, as blood rushed to her face and cheeks. And that was only the half of it! While Lyra's desire was gentle, Bon Bon's felt like a scorching fire — a boiling river of bubbling chocolate that wanted nothing less than to consume everything on its path. Twilight felt it mercilessly sweep through her, leaving her breathless. The alicorn felt her legs almost give in. Thankfully, before they did, the sensation vanished just as suddenly as it had appeared.

"Twilight?" Lyra asked, giving her a weird look. "Are you alright?"

"Wha?" Twilight looked at her, eyes half closed, face flushed.

"You look a bit different," the minty unicorn said. "Are you sure you are feeling well?"

"Uh-huh." I'm feeling well, alright. I'm feeling far better than you could possibly imagine.

"Ooookay." Lyra gave her an unconvinced look. "We'll be getting along then. You have fun at Sugarcube Corner. Let's go, Bon Bon."

The earth pony stared at Twilight for a few seconds longer, then trotted to catch up to Lyra. Even from this distance the alicorn could hear them start a discussion about stallions. She, herself, could hardly think about anything. It was minutes later that she came back to her senses, only to be crushed by shame.

What the hay did I just do? She looked around nervously. This was the most embarrassing situation ever! What, by the stars, had gotten into her just now?

"Chocolate," she said out loud, as if to chase the memory away. "Chocolate, chocolate, chocolate!" She rushed towards the bakery. Arriving, she quickly chose an empty table and sat down.

"Hello, dearie," Mrs. Cake greeted her. "Anything particular you'd like today?"

"Chocolate!" Twilight nodded, an ashamed smile on her face. "Lots and lots of chocolate. And nothing else, because I only want chocolate."

"Quite the sweet tooth," Mrs. Cake chuckled. "Pinkie Pie," she shouted into the kitchen, "please bring the chocolate fountain."

"Okie dokie lokie!" came the high-pitched answer.

Just remain calm. Twilight fidgeted around uncomfortably. Whatever happened is in the past. The main thing is not to let it happen again. Lyra and Bon Bon will forgive me, we've been friends for so long, after all. They just have to forgive—

"Here you go!" Pinkie Pie appeared out of nowhere, placing a giant cascade of dark brown chocolate in front of Twilight. "One fountain of chocolaty goodness," she said and wiped the drool off her chin.

"Gaahh!" Twilight pulled back, startled. She still wasn't used to Pinkie's sudden appearances. How that pony managed to just pop out of thin air remained a mystery. "Pinkie, don't just..." She stopped. Something had changed. "Pinkie, did you do something to your mane?" Twilight asked. "It's different. So—" sweet it looks like cotton candy in which I want to rub my face! "—fluffy." Twilight felt herself blush.

“It's always fluffy, silly,” Pinkie laughed in her high-pitched voice. “At least I think it's always fluffy. But how can I tell how fluffy is fluffy?”

Err? Twilight blinked. What had just gone through her head? Had she really considered…? No! No, no, no, no no! She shook her head violently. It was probably just nerves, an after-effect of the device exploding, mangled synapses and nothing else. Surely it was nothing, less than nothing... although that shade of pink did look rather yummy.

“Err, anything wrong, Twilight?” Pinkie Pie waves a hoof in front of the alicorn's eyes. “You just froze and went all Gummy on me, only more silent.”

“Everything's fine,” Twilight said meekly, levitating a rather large blob of chocolate to her mouth. “I just really like chocolate.” She took a large bite, getting her entire muzzle messy.

Muttering one of her pinkie-isms, the earth pony hopped away to the kitchen again. Twilight waited another few moments for good measure then let out a sigh of relief. That was definitely awkward. Did anypony notice? Nervous, Twilight looked around. Sugarcube Corner was far from full at this time of day. What ponies were here had formed a line at the counter and seemed more interested in buying pastries than anything else.

Perfect. Twilight levitated a napkin to her face. She was just going to finish eating her chocolate, then go back to her castle… or not. As fate would have it, Twilight had the misfortune to be staring at the entrance when Flitter suddenly appeared. Losing its magic, the napkin fell to the ground.

Just my luck! Twilight screamed inside, yet felt powerless to look away. Resisting Pinkie's charms was one thing, but Flitter… Oh why do you have to be so adorable, Flitter?! You and your wild mane, and that purple coat, and, and... The alicorn felt saliva gathering in her mouth. This was so out of control, but so alluring at the same time.

Quickly, avoid eye contact! Focus on the fountain! Twilight dipped her muzzle in the flowing chocolate fountain. Sadly it was too late. A bolt of light emerged from the pegasus, flying right at Twilight's horn.

"What in—" Twilight never got to finish her question, as a new wave of passion swept over her. This one was very different from Lyra and Bon Bon's cascade of desire. It was gentle, uncertain, hesitant even. Twilight could feel Flitter's fear of getting caught, her wish for recklessness, her dreams to find a mare round whom to wrap her wings, as they flew through the clouds. An innocent desire, fresh as spring, and so violet... so very very violet. Twilight felt her heart beat like the wings of a hummingbird, as her head relaxed helplessly in the fountain. Eyes, nearly closed, stared blankly into the distance, as chocolate poured all over her mane.

"Gee, Twilight," a high-pitched voice said, dragging her back to reality. "I never knew you liked chocolate so much. You even eat it like I do!"

"Is that so, Pinkie?" Twilight turned the earth's pony direction. For some reason she was feeling quite drunk. "Maybe we should have a bath in chocolate, then?" she smiled, drool dripping from the corners of her mouth.

"Well, I don't know about that, Twilight." Pinkie Pie narrowed her eyes. "I'm very particular about my chocolate..."

"Yes," Twilight grinned. "I'm sure you are." She was about to add something else, when a double dose of reality hit her like a block of ice.

I did it again! She panicked. It hasn't even been ten minutes since my Lyra mess up! Incapable of facing the shame, Twilight teleported to the exit, leaving a chocolaty blob in her image wobbling behind, then galloped out of Sugarcube Corner.

"Twilight!" Pinkie Pie yelled. "You forgot your chocolate!"

Food, however, was the last thing on the alicorn's mind. Something was going wrong with her — something she had no control over. Ponies waved as she dashed by, but Twilight took no notice. Rather, she tried to take no notice. Even with every logical fiber in her body screaming in panic, she couldn't but let her glance drift in the direction of a mare or two along the way. Focus! Focus! Focus!

Gritting her teeth, she went on, heading straight for Carousel Boutique. Twilight didn't bother to knock. Hardly slowing down, she opened the door mid-canter, then buried herself behind a curtain before the entrance bell could even stop ringing.

"Welcome to Carousel Boutique," Rarity’s rich voice sounded behind the curtain, "where everything is..."

"It's me, Ra-rarity," Twilight managed to say, trying to catch her breath.

"Twilight?" Rarity's voice came closer. "Whyever are you hiding in the dressing area, darling? If you need a new dress, all you have to do is ask and—"

"Not a dress!" Twilight cut her off. "I really need your help with something. I don't know who to turn to."

"Oh my!" Rarity gasped. "Well, say no more! Whatever it is, I'm confident I'll be able to be of assistance." She tried to levitate the dressing curtain aside, only for Twilight to hold it firm in place with her own magic. "Err, Twilight," she said gingerly. "It would be of some help if you let me move the curtain."

"No!" Twilight almost shouted. "I... something has happened. I must not see you. Just give me your advice from there."

"Why, I never!" Twilight heard Rarity stomp on the ground with a hoof. "After everything we've been through, I would have thought that our friendship amounts to something," she said dramatically.

"It does!" Twilight whimpered. "It's just that something very disturbing has come over me and I don't want you to suffer the effects."

"Darling, please. You should know me better than that. Have I ever let my friends down? Whatever horrid, despicable, fashion-abominable thing has happened to you, it's hardly something I couldn't handle."

"Are you sure?" Twilight felt her strength falter. The more they talked, the more she wanted to pull the curtain and and gaze upon the beauty she remembered to be Rarity. Hay, she felt she could rip the curtain right now and—

No! Focus! Focus! she bit her lower lip.

"Naturally, I'm sure," the white unicorn laughed. You are not helping, Rarity! "Just let go of the curtain and let me see what's wrong with you."

It was a mistake to let Rarity look. Twilight knew it, and still she ceased her magic.

"There." The curtain slid to the side. "You see, darling, there is nothing to it. Why on earth would you imagine that..." Rarity stopped.

Looking at her, less than a few steps away, was Twilight, but definitely not the Twilight Ponyville had grown to know. The alicorn in the dressing section was standing there breathing heavily, eyes wide as saucers, gaping at Rarity. To make matters worse, she was drooling, and drooling heavily.

Without a moment's hesitation, Rarity levitated the curtain between them once more.

"I fear you might be right, darling," the unicorn said, her voice thick with concern. "It might be better if there is something between us."

"That bad, huh?" Twilight's ears dropped as she let out a deep sigh.

"Darling you look positively smitten. I'd say you are one point nine on the Spike scale," the unicorn explained. "Trust me, it's bad. Though, I must confess, I never suspected you were into mares. How long has this been going on exactly?"

"About half an hour," Twilight replied only to hear a dramatic gasp followed by a the unmistakable thump of Rarity fainting on the floor. The alicorn's first thought was annoyance. Her second — whether she could take advantage of the situation and give Rarity a mouth to mouth. "Rarity?" She whispered in the quietest voice possible. "Are you alright?"

"Nice try, darling!" came the sharp reply. "Don't think you are the first to try. Speaking of that, how exactly did this happen? While I've heard mares suddenly becoming aware of their preference, your case is a bit extreme."

"I don't know," Twilight sighed, covering her face with her hooves. "I guess it might have to do with the other-world device. Anyway, that's not what's important! What I came to you for was advice on how to deal with this. I can't live my life staring at mares all the time. It's—" almost driving me insane!, "—distracting."

A very skeptical 'uh-huh' came from the other side of the curtain.

"What?" Twilight asked annoyed. She knew that tone well — the tone a pony used when looking down on somepony else.

"Forgive me, darling, but you don't seem at all experienced in that sort of thing," Rarity replied in half-chuckle.

"Wh-hat?" Twilight stuttered. For some reason the comment made her feel extremely uncomfortable, even after everything she had been through this day. "I know about s-s-stuff and things!" she said defensively, blood rushing to her face. "I'll let you know I've read a variety of books on a wide range of subjects!"

"Oh, so you are one of those ponies," Rarity concluded, making Twilight feel even worse, curtain or no curtain. "A reader. No wonder you couldn't keep your eyes off me. Or any other mare that crosses your path, for that matter."

"Rarity!" Twilight pleaded. "I'm not like that!"

"Twilight, believe me when I say this with kindness — you are exactly like that. Knowing you, this is probably the first time you have experienced anything of the sort." The unicorn paused for a moment. "I am no expert, but I believe it was brought on suddenly by that device you mentioned. It is natural for you to have… urges. You just need to keep them under wraps."

"But how?!" Twilight trotted in place. "If I can't make a few steps without..." she mumbled something unintelligible. "How am I to lead a normal life?"

"For starters, why don't you take a nice long bath?" Rarity suggested. "That is certain to calm you down for the moment. We can deal with the rest later."

"Right." Twilight nodded. A bath. That shouldn't be too difficult. A bath would be certain to wash those thoughts away. Although it would be nice if Rarity could join her. Twilight picture it now — both of them soaking wet, their manes full of bubbles, as they caressed each other gently under the warm shower. All of a sudden she felt faint. Her heart was beating as if there was no tomorrow.

"Err, Rarity?" she squeaked, barely able to keep herself standing. "Maybe you can show me how exactly to calm down faster?" she asked, trying to hide her eagerness. "Since I'm so new to this."

"Not a bad attempt, darling, but I think you'll be fine on your own," Rarity laughed. "And just to be sure you don't go fainting on me, I'll be in my room until you're done." Twilight heard the sound of the unicorn's hoofsteps move away. "Oh, and one last thing — this is not an invitation, so don't even try thinking about it!"

"Of course," Twilight said, although she did feel disappointed. It wasn't like a little water… and kisses… would hurt anypony.

The bath turned out a better idea than she had hoped. While initially, it had the reverse effect, after a short while her mind started to clear. After half an hour, Twilight felt like her usual self again. No more silly business or worrying about things. She even had regained the mental capacity to analyze the situation and devise a plan of action.

Using some magic to get herself dry, she stepped back in the main hall of the boutique. No hiding behind curtains this time, no worrying she might catch a glimpse of Rarity. All in all, it was almost like any other day.

"Feeling better, darling?" Rarity asked from the second floor.

You're being overdramatic, Twilight thought. It's not like a few moments weakness would transform me into a brainless mare chaser. In truth there was an element of that, but Twilight liked to believe her mind and self-control were strong enough to prevent future mishaps.

"Much better," she said confidently.

"Wonderful!" The unicorn trotted down the stairs, a levitating bag following her. "That's your first lesson. If you ever feel… urges, water helps. Get a quick shower, jump in a lake, get a storm cloud to rain on you for all it matters. Just remember to do it!"

"I'm really quite—" Twilight began, but was immediately interrupted.

"Also here are a few things that could be of some help." Rarity moved the bag in front of Twilight’s face. "You know, just in case of emergencies."

Twilight opened her mouth to say something. Instead curiosity got the better of her and she looked inside it. There were a pair of dark glasses, a box of earplugs, a bottle of some unclear liquid, and what best could be described as a pair of small corks.

"How are these supposed to help, again?" she asked with a frown.

"Why, simple, darling. Since you are still so, how shall I put it… excitable, an easy solution would be to limit as many stimuli as possible. At the first sign of concern make sure you don't see or hear temptation."

This is stupid! Twilight thought. What am I — five? Covering my eyes and ears didn't protect me from danger as a foal, neither would this absurdity be of any use now! 'Limit as many stimuli' my hoof!

"Err… thank you, Rarity, that is very thoughtful." Twilight flashed a plastic smile. "I'll be sure to use," she levitated a random object out of the bag, which happened to be a small cork, "this, should things get complicated." What’s this even supposed to be? She stared at it with a puzzled expression.

"That is for your nostrils, darling" Rarity explained helpfully. "To limit the effect of pheromones."

"How do you even have all these things?" Twilight asked, dropping the cork back in the bag.

"A true lady, doesn't discuss her private life," the unicorn explained indignantly, although the faintest of blushes appeared on her face. "Just keep the bag close by for emergencies, and do send a message to Princess Celestia. Surely she could—"

"No!" Twilight's reaction wasn't immediate. "There's no need for her to know about this. No need at all!" Having Celestia learn would be a disaster in so many ways. The embarrassment aside, Twilight would have to explain why she took a dangerous magic-draining amulet from beyond the mirror, not to mention accidentally using it on Cadence. No! Whatever this problem was, Twilight was going to solve it on her own. There was no reason for Celestia to worry her head over this... her beautiful magnificent head that held the sun in awe... and those divine legs and hooves — so long and white and firm. Twilight blushed just thinking about them.

"Twilight, darling?" Rarity's sharp tone made the Princess to snap back to the present. "What are you doing?"

"N-n-nothing!" Twilight said with the guiltiest expression possible, then desperately levitated the paper bag in front of her face, pretending to search for something.

"Don't give me that!" Rarity was not convinced. "Whatever you are daydreaming about, you better stop!"

"I'm not!" Twilight started backing away towards the door. "I did nothing of the sort! I was just admiring Celestia's wings from a scientific point of view!" Her blush deepened, along with the racing of her heart. It was happening again. But it shouldn't be! It's too soon!

Twilight turned to Rarity in a plea for help. To no avail. The unicorn's mane was starting to look quite dazzling. And her muzzle...

"Sorryraritythanksforeverythingmustgo!" Twilight blurbed in a single breath, then rushed towards the door.

"Twilight!" She heard Rarity shout. "You forgot your emergency bag!"

To Tartarus with the bag! Twilight galloped as fast as she could, hoping to run away from the images in her mind. This was so shameful, so unbecoming, so... she didn't even have words to describe what it was! Keep on running! Keep on running!

The galloping continued for another half hour, eventually becoming a cadence, then finally a trot. Pain pulsed through Twilight's entire body. Her legs felt stiff and her hooves were on fire. She had never run so much in her life. The muscle pain would probably remain for days. At least it had managed to calm her down. Though, on second thought, maybe an icy storm cloud would have been faster.

Left out of breath, Twilight stopped to get some rest. She was sweaty, exhausted and absolutely clueless as to where she was. It didn't seem far from Ponyville, that was for certain — the castle was visible not too far away. There also were a few wooden benches nearby. Definitely a park of some sort. Maybe the one not too far from Sweet Apple Acres? In any event it was peaceful. Finally Twilight could get a chance to think clearly on a way to resolve her problem without getting interrupted.

First things first… A quill and an empty scroll of paper popped into existence. Eagerly, Twilight levitated them both towards her and started writing a checklist of what to do. First on the list, of course, was to keep her urges under control. Second was finding out how exactly the other-world device was connected with her predicament. It had to be — the weirdness had only began after Twilight had brought it to Equestria. The details, however, remained a mystery.

Twilight was about to jot down the next point, when the faint sound of music caught her attention. Uncertain, she paused, her ears flicking up. No mistake, there was music playing nearby — a very refined one at that. A sort of string instrument, if she wasn't mistaken. Not a violin, possibly a viola?

Ignore it! Twilight told herself. There were important things that needed her attention. She continued making her list. Besides it's not like there was anything weird about it. There were probably dozens of musicians that played the viola. A few more points were added to the list. The music persisted, however. Frowning, Twilight quickened the pace. Four new points were added, then four more. Finally, pleased with herself, she levitated the quill away and started reading.

"Keep urges under control," she said loudly, her voice drowning the faint music. "Find out how the device is connected to current events. Nice music. Nice music. Nice music..." Twilight groaned, crumbling the scroll, then magicking it and the quill away. "I might as well go listen to it," she said defeated.

It didn't take long for Twilight to reach the source of the music. When she did, her blood ran cold. Oh stars, no! The instrument played wasn't a viola, it was a cello. And the musician wasn't just anypony, it was Octavia. Twilight had seen her on a few occasions, in Canterlot more often than not. By no means could she say she knew the musician, but something urged her to get to do so.

"It's quite alright," Octavia said not even pausing, as Twilight approached. Her Trottingham accent made the alicorn feel sparks pass through her entire body. "You are welcome to listen, if you'd like."

"Yes," Twilight barely managed to say, her heart stuck in her throat. "I'd like that very much."

The last bastion of reason in Twilight's mind shouted for her to teleport out of here. The alicorn promptly ignored it and made five steps towards Octavia. After a few moments hesitation, she approached three steps more.

"I'm not bothering, am I?" Twilight asked, all flustered. "It's just that I really like your—" incredible succulent curves, and that strict elegant way you keep your mane is driving me crazy!, "—music."

"Why, thank you." Octavia smiled. "It has taken me years of practice to arrive to this point. It was a bit difficult at first, since the great majority of musicians use magic to play string instruments and not hooves."

"Your hooves must have gotten a lot of practice," Twilight said swallowing the saliva gathered in her mouth. She was on the verge of making another, far more suggestive comment, when a sudden orb of light emerged from Octavia, flying right into the alicorn's horn.

Octavia's passion surrounded Twilight — vast, rich, and so very sensual. Twilight thought herself in a soft grey field of poppies, as a melody of sounds whirled around her, each gently caressing her mane and coat. And amid all that were the earth pony's desires — how she wished to be held gently, tightly, firmly, then have a feather slowly make its way from her hoof to her neck... again and again and again.

Twilight felt dizzy. It was taking all her willpower to keep her from moaning. Octavia’s was the deep experience of a pony that knew what she wanted and made no compromises about it. No uncertainty, no quick breeze or burning flame — this was a river of pure exquisiteness, that covered her entire body. Twilight couldn't fight it anymore. Losing all control she flopped to the ground. Her entire body was trembling with desire.

The music stopped. "Are you quite alright, Princess?" Octavia asked, only causing Twilight to moan quietly. This is so embarrassing, the purple pony thought. But I don't care! "Do you need any help?"

Keep talking to me in your beautiful accent, Twilight didn't make an effort to respond. She took a deep breath to fill her lungs of much needed air, the exhaled loudly.

"Right," Octavia said strictly. "I'm taking you to the castle!" She said firmly and reached down to lift the Princess from the ground. The moment her hoof made contact, Twilight felt an electric jolt pass through her body. Next thing she knew she was being placed on the musician's back.

"You smell so lovely," Twilight said, still dizzy. "I want to shower your mane with rose petals..."

"Honestly, Princess, have you been drinking?" Octavia asked in the tone of one who was used to this sort of behaviour. "You are just as bad as Vinyl. Being a Princess undoubtedly has its hardships, but driving yourself to such a state!"

"I want kisses!" Twilight struggled, desperately trying to move her head so as to be able to reach Octavia's neck. A futile attempt that lasted for roughly a minute, before the alicorn was forced to give up. "I want kisses!"

"Yes, yes." Octavia trotted on, paying little notice. "Just try not to fall off until we get to your castle, would you?"

"Not fair!" Twilight flapped her wings clumsily, very much to Octavia's annoyance. "You're supposed to like mares!"

"And indeed I did, but every phase must come to an end," the earth pony replied calmly. "Actually, it's only just now that I decided I need a change. Funny, isn't it?"

Just now decided to change? The last vestiges of logic somehow managed to burn their way through Twilight's other thoughts. Even in this state, her scientific mind spotted what the evidence was telling her — the device she had brought to Equestria hadn't stopped functioning! After draining some of Cadence's and Twilight's essence it had merged the two, transforming them into something competent different! That's why it had exploded. It no longer was draining ponies of their magic, it was draining them of their fillyfoolery! And that was but the half of it! When the device had exploded its magic had somehow merged with Twilight herself transforming her into a de-fillyfoolifier.

This explains everything! First Lyra and Bon Bon, then Flitter, now Octavia. All their desire had been drained and gathered in Twilight herself. No wonder she felt funny when looking at mares! She had become an honest to goodness super-fillyfooler!

"We're here, Princess," Octavia said, glancing at Twilight over her shoulder. "Do you think you can walk?"

Reluctantly, Twilight got off the pony's back. It was nice being carried, especially by one as special as Octavia. If time allowed she was definitely going to find a spell that would... Focus! I must focus! She forced herself to make a step towards the castle entrance. Where was Rarity's emergency bag, when Twilight needed it?!

"Thank you, Octavia," she said, trying not to look at the pony. "You wouldn't mind—" carrying me to my bedroom? I'm sure I could find a spell to revert you to normal, so we can have a deep sensual moment with feathers, rose petals and lots of kisses. "—playing some more music sometime? I really liked your performance a lot."

Octavia agreed, just as Twilight expected her to, then went on her way. Looking at her, the Princess sighed bitterly. This was so confusing. Fighting a battle against oneself never was easy. Maybe she should stop trying to change herself? So what if some ponies gave her disapproving looks? There was nothing wrong with what she was! Well, maybe draining the desire of ponies was wrong, but beside that there was nothing to be ashamed of!

Opening the door, Twilight walked in proudly. Her legs were still hurting from the gallop, possibly for the better. At least that numbed her other pain a bit. And Octavia was so fine too. Maybe I should find some excuse to get her to move to the castle.

"Umm, hello, Twilight," a meek voice said, causing the alicorn to startle. "Oh, my." Fluttershy appeared from behind one of the columns. "I didn't mean to startle you."

"Fluttershy, what are you doing here?!" Twilight asked in near panic. No, no, no! Not Fluttershy! Of all the ponies, this was the one Twilight didn't want to learn about her change. Making advances on mares was one thing, making advances on Fluttershy — that was something she wouldn't let herself do, no matter how difficult it was!

"Umm, you see." The yellow pegasus looked shiny at the ground. "Rarity told me what had happened to you, and I thought I'd come to help."

Oh, Fluttershy. So sweet and so foolish. Why, I could wrap my wings around you and... No! Twilight shook her head violently. She was not going to have such thoughts. Despite everything, she was a strong mare and wouldn't allow hormones to ruin her relations with her friends!

"Fluttershy," Twilight said through her teeth, while trying to maintain a smile. "Could you please give me a moment?"

"Oh, yes, I..." The pegasus began. Before she could finish, Twilight had teleported to the bathroom.

Cold shower! Cold shower! She ran it and let icy water pour onto her. The experience was harsh, almost causing her to blackout. Unfortunately, even it didn't prove enough. Draining Octavia's desire had made the suggestive thoughts all that more stubborn.

Hot shower then! Steam filled the room. The sudden change made Twilight hop wildly for a few moments. Gradually her body adjusted, helping her relax comfortably under the shower. This was so much better. She felt comfortable, calm, collected, all her 'thoughts' washed away. Still, she couldn't leave anything to chance. Not this time.

Concentrating, Twilight summoned a bottle of potassium bromide solution. Never in her life did she think she would have to resort to such measures. Right now, though, she readily drank it to the bottom. Yuck! The taste was absolutely horrible. Hopefully that meant it would have an effect.

"Alright, Twilight," she said, looking at her reflection in the mirror. "You can do this. You are calm and collected with a mind like a steel trap! Now just—"

"Umm, Twilight?" A soft voice asked along with a quiet knock on the bathroom door. "Is everything alright? Umm, you have been there for quite a while."

"Everything is fine, Fluttershy," Twilight replied confidently. There! I heard her voice and nothing happened! "I'll be out in a moment."

Not bothering to dry her mane, Twilight opened the door and rushed out... right into Fluttershy. As they bumped their muzzles touched, causing both to freeze in awkward silence.

I'm alright. I'm alright. Twilight started repeating to herself. This was a bit too close for comfort, but she could deal with it. The main thing was not to get lost in suggestive thoughts. Fluttershy wasn't an object of desire, she was her friend. Her friend that was starting to blush... and look at her with those large blue eyes...

"Fluttershy," Twilight managed to say after several seconds of silent stillness.

"Ys?" The pegasus squeaked.

"You are a little too close." Twilight could feel her purse start to race. So much for my preparation..

"Actually, there is something I wanted to ask—"

"Could you move a bit back?" Twilight was leaning on her forehooves. Her eyes were already wandering all over the pegasus' body. "Please?"

"Oh, of course." Fluttershy backed away a few steps. "What I wanted to ask is—"

"A bit more, please?" Twilight was having trouble keeping her wings still. Part of her wanted to grab Fluttershy, pulling her in for the longest, most sensual kiss there could be.

"Umm, okay." Fluttershy backed away some more.

Oh stars, why can I only think of nibbling her neck?! "A little more." Twilight could feel her hooves scratching the floor's surface. "Maybe behind the column would be best?"

"Umm… okay, if you say so." Obediently, Fluttershy did as she was asked. From this angle Twilight could no longer see her. Ironically, that made things worse. Images of what Fluttershy might be doing popped in her mind. All of the things were a bit more than suggestive. "Can I ask you something now?"

"S-s-sure." Twilight gritted her teeth, tail flipping like crazy.

"Umm, when Rarity told me what, umm, had happened to you, I really really though I should come to help," the pegasus began. Her words were pure agony for Twilight — that innocent voice and all the 'umms' were starting to drive her insane. "But that wasn't the only reason." A timid head appeared behind the column, looking at Twilight in a way the alicorn was all too familiar. "I, umm, liked you ever since the first day you came to Ponyville."

"That's nice, Fluttershy," Twilight started stomping on the floor, "but..." She suddenly stopped, finally becoming aware of what had just been said. "What?!"

"It's true!" Fluttershy started crying. Her tears only made Twilight's heart race faster. "When you first spoke to me I was so nervous I lost my breath. I could barely say a word. I'm so ashamed I used Spike as an excuse to walk along with you. Please don't be upset with me!"

For a moment Twilight felt at a lack for words. What could she possibly say? This was so unexpected it was difficult to believe. Fluttershy had a thing for her? All this time?

"So now that you are, you know, do you think, umm, that we...?" Fluttershy left the question unfinished. Judging by her beet red face, though, it wasn't difficult to guess.

"Sure." Twilight tried to appear reserved, but deep inside she was thanking Fluttershy. All the things they could do. Just thinking about it made Twilight dizzy. She had to be careful not to go overboard, though. It was obvious that Fluttershy was new to this. Twilight would have felt her desire, otherwise. As difficult as it was, she would have to go slow, very slow.

"Umm, can I come out from behind the column now?"

"Oh, yes, of course," Twilight chuckled. This was weird. Now that she knew she was going to make out with Fluttershy, all her tension seemed to have vanished. She could stand normally and not fear drilling a hole in the floor.

With a huge smile Twilight watched Fluttershy timidly approach. Aww, how cute! the alicorn thought. It was simply adorable how shy the pegasus was.

"What do you say we go to the—" Before Twilight could even finish, Fluttershy's hooves were already wrapped around her. The suddenness was nothing less than scary — just how an innocent looking kitten suddenly pounces, ripping a bird apart with its claws.

Fluttershy did not hesitate, going directly for Twilight's wings. Her tongue playfully twirled one of Twilight's feathers, causing a jolt of sensation to pass through the alicorn’s entire body. And then it happened. Fluttershy's passion swallowed Twilight like a Venus flytrap. A sweet fragrance of honey flowers filled the Princess' nostrils, as she felt the pegasus's thoughts. Fluttershy wanted to preen her, but this was nothing like the preening described in books. She knew which feathers to focus on to make Twilight scream with pleasure. Incapable of controlling herself, the alicorn let out a loud moan. She was at Fluttershy's mercy, and she knew it.

"Stars!" Twilight managed to utter, as she felt her senses start to shut down. The sensation had proved far more powerful than she could imagine. The last thing she felt before blackness engulfed her, was Fluttershy's tongue make its way to the base of her wings.

* * *

"Twilight," a distant voice said. "Twilight, are you all right?"

Begrudgingly, Twilight opened an eye. She was in her bed, carefully tucked away. The pony closed her eye again, letting out an audible groan. Her whole body hurt, as if she had spent an entire day working at Applejack's farm. And there was this dry sensation in her mouth. Tartarus, her throat felt like a desert.

"What happened?" She stirred, this time opening both eyes. Fluttershy was at her bed, the epitome of guilt drawn on her face.

"Umm, well, after I arrived to help around noon, we, umm..." A faint blush appeared on her face. "We..."

"Yes, I know what we did," Twilight said. Or started to do? The only thing she knew for certain was that she felt drained of any and all strength right now.

"And, umm, you fainted," Fluttershy continued. "So I, umm, carried you to bed."

Slowly, Twilight felt her memories return. Wow was the only thing she could think of. Talk about a surprise. She had definitely not expected Fluttershy to be so... passionate. Guess it really always is the quiet ones. That and Fluttershy being an everything-or-nothing type of pony. It was definitely going to be fun to go through this again, especially now once Twilight was prepared. There would be no fainting next time — she was going to hold strong for the long run.

"No!" Suddenly the most terribly thought occurred to Twilight. If she had experienced Fluttershy's passion, did that mean? "Fluttershy, do you think you could... preen my wings some more?" Twilight asked in hope. Please say yes, please say yes!

"Anytime, Twilight." The pegasus smiled in the cute way only she could. "Just, umm, this time I'll use a preening kit. I have one spare in my cottage, so it won't take me long to..."

"Never mind." Twilight felt herself deflate. Why, you stupid device? Just why? I get one good thing because of you, and you have to snatch it away from me?! "Maybe you should go home, Fluttershy. It's probably getting late and I've wasted too much of your time."

"Oh, it's been no bother," Fluttershy said tenderly. "I always like to help my friends."

"And you have." Friend. For the first time Twilight felt the word sound so painful. She didn't want Fluttershy to be her friend, not after she knew what the pegasus could have been! "I just need to think about some sciency things," she lied, looking away. "Go on, I'm sure Angel must be hungry or devastated or something."

"Oh, my, I completely forgot about Angel," Fluttershy placed a hoof on her mouth. "He might really need me. Thank you for reminding me, Twilight. And if you ever need any help..."

"Pfft!" Twilight waved a hoof. "I'll be fine. Just go."

Fluttershy did, leaving Twilight alone once more. There goes another one, she sighed, looking at the ceiling.

"So this is how you want to play it?" Twilight asked, anger bubbling in her. "Well, two can play at that game, you dumb device! My other-world self created you, which certainly means that I can figure you out!"

Furious, she got out of bed.

"You know what?" she shouted. "I don't even care anymore! What if I don't find my special somepony? I'll just go out have fun and make sure you don't steal anypony's passion ever again!"

Her mind was already working on a solution. It wouldn't be too difficult, once all the information was analyzed. The device sniffed out fillyfoolery then stole from its owner and transferred it to Twilight. Thus Twilight's desire for mares grew, while others lost it completely. If that was the problem, the solution would be easy — a magic containment field around Twilight herself that would prevent the effects of the device to manifest. Normally such a spell would require absurd amounts of energy, but Twilight was an alicorn now.

"TWILIGHT SPARKLE," a loud voice made the entire room tremble. "WE HAVE LEARNED ABOUT THE FATE THAT HAS BEFALLEN YOU!"

Wait, what? Twilight arched a brow, confused.

"WE KNOW OF THE MAGIC STEALING DEVICE THAT YOU BROUGHT INTO OUR WORLD, AND WHAT IT HAS CAUSED TO YOU AND TO OTHERS!"

"Princess Luna?" Twilight asked. "Why are you talking in the Royal Canterlot voice? And why don't you come inside?"

"AFTER WHAT WE HAVE COME TO LEARN, WE CONSIDER IT SAFER FOR YOURSELF THAT WE DO NOT SHOW OURSELVES. WE ALSO THINK THAT USING THE ROYAL CANTERLOT VOICE MIGHT DISCOURAGE YOU FROM AGGRAVATING YOUR SITUATION."

Right. Twilight smirked. Like acting as a tyrannical mare would have any effect one way or the other. As soon as she said that, an image popped out in Twilight's mind. No! Not this! Anything but this! She grabbed her head with both hooves, but it was too late. Already she could imagine the Princess of the Night dressed in black leather, hooves and eyelids painted black. Even worse, Twilight caught herself thinking what Luna would do to her, while dressed like this... what Twilight would ask Luna to do to her. The mere thought made her cringe, but also desire it all the more.

"YOU MUST BREAK THE SPELL OF THE DEVICE, TWILIGHT SPARKLE!" Luna went on. Twilight, however, could swear she heard a whip crack after every second word. "WE CAN TELL IT IS CAUSING YOU PAIN. YOU MUST RELEASE THE MAGIC YOU HAVE GATHERED AS QUICKLY AS POSSIBLE."

'Causing me pain'? 'Release as quickly as possible'? You are not helping, Luna!

"ONLY THUS WILL YOU BREAK THE CHAINS THAT HOLD YOU!"

And you just had to mention chains! Twilight felt like banging her head in the wall. On the positive side, at least it wasn't ropes. Mmm, ropes, the Princess of Friendship drooled, her eyes closing mid way. Interesting what that would feel like, while Luna looked at her scornfully, talking in the Royal Canterlot voice...

"No!" Twilight shouted, stomping her hoof on the floor. She wasn't going to take it anymore! Consequences or no consequences she was going to cast a containment spell on herself and have the wildest night ever!

"WHAT IS THE MEANING OF THIS, TWILIGHT SPARKLE?" Luna asked, as Twilight left the room. "DO YOU NOT AGREE WITH OUR REASONING?"

"No, yes, maybe!" Twilight shouted back in a single breath. "All I know is that I'm done listening to you! I can't even tell if you are trying to help me or not! All I know is that your voice is driving me crazy!" She teleported out of the castle. The further away she was from Luna — the better. Besides, right now she had a far more immediate problem — how to satisfy her urges. The cumulated passion of five mares was inside of her, and it wasn't being at all cooperative.

Night club! the alicorn thought. There was something written about one in the paper once. More specifically, a club exclusively for mares of a certain type — her type. Since it was already dark, it had to be open. At least she hoped it to be open. Desperately, Twilight searched her memory for the name of the club. It was a peculiar name, one of those horrible puns a pony cringed upon hearing. Playmare? Maretime? Close, but not exactly. There was something different, something making it cringeworthy...

"Mare-go-Round!" Twilight shouted, not even caring if anypony was around or not. If they had a problem with her preferences, they could go find themselves another Princess to annoy!

A quick location spell, and Twilight knew where she should go. A teleportation later, and she was standing in front of... Bulk Biceps? Slowly she looked at the neon sign shining above, then back at Bulk, then back at the sign. It definitely was the right place, so what was he doing here?

"Bulk," she said calmly. The massive white pegasus looked at her uncertainly. "Why exactly are you here?"

"I'm the bouncer! YEAH!" he yelled loudly.

"I can see that." Twilight narrowed her eyes. "This is a place for mares, so why?"

"Well," Bulk moved closer, whispering conspiratorially, "Flitter knows the owner of the place, so when the previous bouncer went down with the feather flu, she asked Cloudchaser if she knew somepony to temp. Cloudchaser asked me, so..."

"I see," Twilight sighed. Poor Flutter. It's unlikely she'll be visiting the club anytime soon, or ever, for that matter. "So, will you let me in?"

"Err, are you sure, Princess?" Bulk asked, surprised. "The Mare is a wild place."

"Trust me," Twilight walked past him, frown on face, "I know exactly what I'm getting myself into."

Past the door was a small stairwell leading down. At its base — another door, painted completely black, with a huge sticker of a heart surrounded by the symbol for biohazard. Oh, aren't we clever? Twilight scoffed. Hopefully bad puns weren't the only thing the club had to offer. Brushing her mane back, she put a hoof on the door and pushed it open. Instantly an explosion of light and sound hit her like a sonic rainboom. It took Twilight several seconds merely to adjust to the change.

The place was loud, more than loud. Twilight had a feeling that any moment now, Cerberus would arrive from Tartarus and demand that they lower the volume. And all those dancing lights... Twilight had seen less during her battle with Tirek. Still, there was one aspect of the club she could thoroughly appreciate — mares, and lost of them.

Saliva gathered in the alicorn's mouth as dozens of beautiful creatures danced wildly under the techno sounds, bathed in neon lights. All of them were fillyfoolers! She could feel their desire, smell their sweet sweat. For a minute moment she felt like she had gone to an all you could eat buffet and was carefully examining every tasty morsel. Even better, she was not the only one — several mares were clearly giving here the eye, each one of them delicious.

Play it cool, Twilight. She swallowed, still very much enjoying the view. The night is young. There will be lots of time for... experimentation. Finding the strength, Twilight aimlessly gravitated towards the bar. There, she sat down, her head still glued to the dance floor in the middle of the room.

"See something you like?" a familiar voice asked. Twilight instantly turned around. Across her, standing behind the bar, was none other than Vinyl Scratch, a smirk on her face. "You better be careful, though. Some of those could eat you for breakfast, if you know what I mean."

"Oh, I'm sure I will survive," the alicorn chuckled, a slight blush appearing on her face. Her urges were acting up again, now stronger than ever. The seconds felt like hours, as she lost herself looking at the DJ — her wild shades, her crazy electric blue mane, her smirk that could veer airships off course. Stars, did Twilight strike gold here! The mares at the dance floor were fine, but they couldn't hold a candle to the Princess of DJs.

"So, what can I get you?" Vinyl levitated an empty glass in front of Twilight.

"Oh, I don't know." Twilight smiled, her heart beating like the engine of a locomotive. "What can you offer?"

"Are you sure you want to go there?" Vinyl's smirk widened to a grin. "This is not your castle, Twi. Things could get a little rough."

"I'm okay with rough," Twilight said meekly. Stars, I sound like Fluttershy!. The thought what Vinyl might be into did scare her a tiny bit, but that also increased the excitement.

"You don't say?" Vinyl levitated her shades off. Piercing violet eyes appeared underneath, almost causing Twilight to choke on her own saliva. The Princess didn't have long to admire them, though. Without warning, Vinyl brushed the glass off the counter with her hoof then locked Twilight in the most intense kiss she had ever felt. It was almost like the alicorn was being drunk!

Finally! Twilight screamed on the inside. The passion of the kiss was so great she had to breathe through her nostrils. Even better — the stupid draining spell hadn't activated! The containment spell was working!

Fifteen second. Fifteen full seconds before Vinyl was merciful enough to end the kiss, letting Twilight gasp for air. Naturally, that was not the end of it. Another kiss followed. Twilight could feel Vinyl bite on her lower lip. Obviously the DJ liked it rough. The sensation was equal parts weird and exciting, leaving Twilight to thirst for more. For a split second the Princess lost concentration. Unfortunately, that was all it took. Released from its cage, the dreaded draining spell broke loose causing Vinyl to light up like a cyan star.

"No!" Twilight screamed, but it was already too late. Vinyl's passion hit her like a hurricane —wild, rough and unforgiving. Twilight felt as if her mane was pulled back, leaving her throat exposed for Vinyl to lick her way up to her muzzle, nibbling along the way. The sensation was absolutely out of this world, which made Twilight feel even worse, knowing she would never get to experience it again.

Why? Why? Why? She wept as her horn consumed the DJ's desire. Why didn't my spell hold? The raw sensation nearly made Twilight reach her limit, before starting to fade away, it's cruel task complete. However, the effects of the spell did not end.

Twilight's eyes widened in horror as she just realized — she was in a fillyfoolers' club, and the draining spell was still active...

* * *

Another bucket of icy water splashed over Twilight's head. She had lost count which one this was. At this point it hardly mattered. The events of last night were still fresh in her mind. Thirty seven, she sighed as yet another icy bucket was emptied over her. What a night! Thirty seven desires, all now residing in her horn. That made the entire mare population in of Ponyville straight as an arrow. Everypony except Twilight, that is.

"Ya reckon that's enough, Sugarcube?" Applejack asked by the well, another bucket at the ready.

"Do three more," Twilight muttered somberly.

"Right you are." The earth pony splashed another bucket of water over the alicorn, then let it down the well. "There's just one thing here, ah don't understand right. You say you knew what this contraption did in the other world, and you still brought it here?"

"I know, I was stupid and selfish," Twilight sighed. "I just thought that if I could understand how the magitech worked I could use it for something useful. Like making magic available for all ponies, not just unicorns." Another bucket of water was emptied upon her, causing Twilight to shiver. "Instead I... There aren't even words to describe what horrible things I've done. I've become worse than Starlight Glimmer."

"There, there, Sugarcube." Applejack pulled another full bucket up from the well. "What ya did was an honest mistake. Even if it did change the lives of forty mares."

"Forty three," Twilight groaned, receiving another splash, this time in the face. "If I only had listened to Luna all this wouldn't have happened. I would have expelled the fillyfooler-draining spell, and everything would have gone back to normal."

"Well, why dontcha?" Applejack asked.

"It's not that simple." Twilight shook her mane. She was freezing, but at least it beat having thoughts. "I have the collective desire of the whole of Ponyville. Who knows what releasing it might do? There's a chance it would affect every mare in the vicinity for days, maybe weeks."

"Last one, Sugarcube," Applejack said, holding the bucket by the rope. "Get ready for it."

Twilight closed her eyes and waited for the final splash. As always it came, right in the muzzle.

"I guess, I could go deep in the Everfree Forest and try to cast it there." She stood up, still dripping went. "But how would I know if the desires return to their owners? Also what if the spell somehow affects the forest itself?" She sighed. "I really don't know what to do, Applejack."

"Hey now, filly, there's no need the be so glum. I'm sure ya'll figure out something. Y'are the smartest pony in Ponyville, after all." she winked.

"Thanks, Applejack." Twilight smiled. "I knew I could rely on you." Oh, no! Why did you have to wink, Applejack?! Why, you luscious, delicious Apple? "Applejack, has anypony told you how fine your mane is? Like strands of sunshine..."

"No can do, Twilight!" Applejack took a few frightened steps back. "Rarity warned me about this! Ya don't be sweet talking me, ya hear?"

"Is it so bad?" Twilight proceeded forward. "Like you always say — you never know until you've tried. I can tell that getting all that water from the well must have made you quite tired, so why don't you relax a bit and let me take care of you for a—" a bucket of water landed on Twilight's head, bringing her to her senses.

"Thanks." The alicorn levitated the empty pail off her head, revealing a sour expression. "I needed that." She was about to add something else when a gust of wind flew past her.

"Hey, girls!" Rainbow Dash said from the air. "What are you doing?"

"What do you think?" Twilight growled at her. Even if it was Rainbow Dash, Twilight was not in the mood.

"Well from up here, looks like you're just a drop in the bucket!" She burst out laughing in mid air. "Get it? Drop in the bucket!"

Both Twilight and Applejack looked at each other, annoyed expressions on their faces. Neither of them was amused. As serious as the situation was, bad puns always took precedent.

"Sorry." Rainbow Dash wiped the tears from her eyes. "I've just spent the last two days with the Wonderbolts, so I thought you missed my awesome sense of humour."

"Trust me, Rainbow, your sense of humour isn't..." Twilight suddenly stopped. The corner of her mouth curved in a slight smile. "So, Dashie, you spent the whole last few days in Canterlot?"

"Pfft!" The Pegasus waved a hoof. "Of course not. I spent them in Cloudsdale — only the best cloud city in the sky."

"You don't say?" Twilight licked her lips lustfully.

"Now, now, Sugarcube." Applejack looked around in panic. The bucket wasn't nearby, so she couldn't get any water to splash on Twilight fast enough.

"So you haven't been anywhere near Ponyville?" Twilight slowly flapped her way up to where Rainbow was. "And not in any nightclubs?"

"Uh-uh," Rainbow Replied proudly. "Two whole days of hanging out with the Wonderbolts."

"Good!" Twilight's smile widened. "I was so hoping you would say that!" A poof and, both she and Rainbow Dash were teleported to her castle, the bedroom to be precise.

"Wha?" Rainbow Dash blinked, trying to get accustomed to the change.

"Oh, nothing to worry about," Twilight said innocently, then cast a serious of sells. Doors locked — check. Windows closed and barred — check. Triple containment spell — check! Now it's only me and Rainbow.

"Did something happen, while I was away?" The pegasus narrowed her eyes, looking at Twilight suspiciously.

"What makes you say that?" Twilight laughed tensely, droplets of sweat forming on her face.

"I don't know." Rainbow was not convinced. Oh, how seductive you are when you act oblivious and hard to get! Twilight thought. You and your wild mane and raspy voice. I bet all the others' desires pale compared to yours!

"So, Dashie," Twilight levitated the pegasus to the floor, "you are pretty wild, aren't you?" She slid a hoof along Rainbow's wing.

"Sure am!" Rainbow Dash replied with her usual confidence, only she did pull her wing away from Twilight.

"So, what do you say?" the alicorn purred.

"What do I say about what?" Rainbow Dash blinked.

"Snuggles, kisses, preening, nibbles," Twilight started enumerating making a step towards Rainbow with each word. Meanwhile, the pegasus, was in turn backing away, her face becoming redder and redder. "Or just anything! Anything you're into I'll be into as well, just as long as we can do it together!"

"Err, Twilight." Rainbow swallowed, her back against the wall. "Are you talking about sex?"

"Yes!" Twilight said gleefully. Finally you show your true colours!

"Err, thing is..." The pegasus looked guiltily to the side. "You see, the thing is, I don't know anything about it.

There was a long awkward pause. Twilight continued staring at Rainbow, the smile on her face not budging as if it were made of wax.

"Seriously?!" Twilight's yell shook the entire castle. "You, Rainbow Dash, who claim to be the wildest, coolest and most awesome pony alive... you, who say you are a daredevil, and cringes at anything 'filly-like'... you, who have your mane scream 'look at me, I'm a fillyfooler', are a virgin?!"

Rainbow Dash smiled sheepishly.

"This is unbelievable!" Twilight grumbled, moving away from the blue pony. "After everything that's happened, I'm left with a mare who isn't even into—" she paused for a moment, glancing at the pegasus, "—snuggles? What kind of joke is this?!"

"Err, we're still cool, right?" Rainbow Dash asked, worried. "I mean we are still friends and all?"

"Yes, Rainbow," Twilight said. "We are still friends. It's just..." Suddenly the urges struck again. Just this instant Twilight had realized — Rainbow might not be a fillyfooler, she was something even better — somepony to teach and experiment with in the ways of mare love. The alicorn had also realized one other thing — other-world device or not, she had no intention of it running her life. She might have lost herself in the sensation, far more than she would like to admit, but it all ended here and now!

"Rainbow, do you think you can do me a huge favour?" Twilight said extremely slowly, as if fighting for every word.

"Yes?" The pegasus nodded, still somewhat uncertain.

"Would you kindly go in the wardrobe and stay there?" Sweat was trickling down Twilight's forehead. "And above all, remain extremely quiet and don't say a word."

"I guess..." Rainbow gave Twilight a confused look.

"Do it, please." Twilight closed her eyes. You've had me in your clutches for far too long, draining spell! Now I'll do what I was supposed to from the start! I'm going to cast you out and everything will return to what it had been!

Hearing the wardrobe door close shut, Twilight began to concentrate. Forty three unique desires were gathered in her horn — forty three ways of life that had been snatched away without question or reason. Today, she was going to return them to their to their rightful owners.

A bright glow surrounded her horn, soon transforming into an orb. The amount of power gathered was enough to crack her castle like an egg. That was the easy part. Now came the tricky bit — to untangle the magic thread of each individual desire and pull it out. If any were to break, it might be lost forever, and that meant losing a pony.

Carefully, Twilight selected a thread with her mind's eye and began untangling it. The job was complicated, delicate, with no room for error. Seconds passed, the minutes. With each tug, Twilight could feel part of her being torn away, only it wasn't part of her — it was somepony else's. Finally the thread was out, left floating in the glowing orb.

One down, forty two to go. At least each next one would be easier.

Ten minutes in and seven threads were freed. Fifteen minutes — the number had risen to twenty one. Twilight had got the hang of it now. That, plus the fact there were far less threads to deal with, meant that completing the task would be a cinch.

A loud thud suddenly echoed throughout the castle, followed by the sound of explosions and the squeaking of rubber ducks.

"We know ya have Rainbow with ya in there, Twilight!" Applejack was heard shouting from the outside. "Just let her go nice and friendly-like and all will be fine."

What? How could they choose the worst possible moment! Twenty minutes earlier and Twilight could have explained everything. Ten minutes later, and there wouldn't be anything left to explain. Her only option now was to hurry and truth get the threads out before her friends could storm into her bedroom.

"Honestly, darling, Rainbow doesn't deserve this!" Another shout came from outside.

Another minute — three more threads were loose. A minute after that and only a third remand. Was it fast enough, though? The number of bangs echoing in the castle had increased as well, culminating in a loud shattering sound.

There goes the front door. Apparently a simple reinforce spell was no match for earth pony strength and party cannons. Had Twilight know in advance, she would have surrounded the castle with an impregnable force bubble. Now, however, all she could do was hurry.

Thirty seconds — only six threads remained, the original six. Unlike the rest, each of these felt special, a shared experience that part of Twilight didn't want to lose. In order for the spell to work, however, she had to free herself of them as well.

"Open the door, Twilight," Applejack shouted in the corridor outside. "Ya are only making this more difficult."

"Yeah!" Pinkie Pie chimed in. "Don't make me use my party cannon! I really need it for the party tomorrow!"

Bye bye, Vinyl, you really were kind of rough — the bad girl every mare would fall for. The DJs thread was pulled out into the orb. You too, Fluttershy, your sweet preening would have given me so much happiness.

The sound of hooves kicking against the door filled the room. There was no spell protecting it —another good kick and the door would probably give in.

Farewell, Octavia, I would have liked to experience feathers and petals with you. Another thread free. Only three remained. Goodbye, sweet Flitter, I hope you stop hiding what you are and get to enjoy life to the fullest.

Twilight heard the door get kicked off its hinges and crash against the wall. Her friends were here. Two more threads to go — the very first threads.

See you, Lyra and Bon Bon, I don't even want to comment on the things you two do to each other every day! Be free, you silly things, and thanks for being part of me.

"There she is!" Rarity shouted. "She is casting some kind of giant fillyfooling spell on Rainbow Dash!"

"What are you talking about?" Twilight heard Rainbow ask. "I'm right here!"

And then the spell went off. A flash of blinding light covered everything, as forty three desires flew to find where they belonged. Each of them varied in taste, sensation and colour, yet in nature they were the same. Finally Twilight could relax. It had taken her a few days, and several mishaps, but in the end she had managed to fix the mess she had started by taking the other-world device to Equestria. Next time she was definitely going to have a word with her other-world self before bring anything through the portal.

"Well, girls," she said, sighing in relief. "It’s all over. In a few days everything should be back to normal. Thinking about it now, I can't believe how stupid I was. I should apologize to you, all of you. If I hadn't been so selfish all this wouldn't have happened."

Nopony said a word. Applejack, Pinkie Pie, Rarity and Fluttershy were staring at her, as if there was no tomorrow.

"What?" The alicorn raised a brow.

"You know, how about we eat some chocolate together to celebrate?" Pinkie Pie asked. She was drooling.

"And maybe after that, we could have a nice long shower?" Rarity offered. "Just to make sure there is no chocolate stuck to your mane, darling." Beside her, Fluttershy merely looked down at the floor, her face a bright shade of pink.

"Well shucks." Applejack grinned. "Weren't ya saying something about trying things out before sayin' if they be good or not?"

Twilight facehoofed. She had rid herself of all fillyfooler desires, yet in the process had infected her friends. Stars knew how long it would take for them to return to normal! Hours? Days? Longer? As the alicorn stood there, wondering what to do, she felt a tap on her shoulder.

"You know," Rainbow Dash began in untypical timid fashion, "it would be cool if you, you know, teach me how to cuddle."

Twilight groaned. This was going to be a long week...