Scootaloo has some questions about her Cutie Mark, and goes to Twilight to hopefully get some answers. It get's to be late in the evening, and Scootaloo asks if she can spend the night there to which Twilight happily agrees. Something happens that catches the orange Pegasus off guard, and she starts to have feelings for Twilight. But when she goes to confront the Alicorn about it, she accidentally walks into some heated action.

WARNING! Contains: Foalcon, masturbation Read at your own risk!

Side note: This is my first "sexual" story so I may be completely horrible with the actions, apologies in advance!