"What do you mean I've been acting strange Spike!" I shouted at the younger dragon. "What I do in my own time is my business!" Seriously the nerve, even if I was it would have nothing to do with him.

"Well tell me who this mystery mare is!" Spike argued back, "For Celestia's sake Dusk, I would at least like an explanation why the basement lab reeks of sex, especially when I have to clean up after your mess!"

"I haven't been sleeping with anyone, Spike." I stated, "Even if I was I would ask Rarity at least to look after you."

"It's not just that Dusk." Spike continued, "You've spending all your time in your room, disappearing on and off during the day and night, and not mention how girly you've been acting lately."

"Oh I have not!" I huffed and folded my arms, "And even if I was acting girly why would it be a bad thing?"

"It's weird Dusk." Spike answered, "I swear your mane is getting longer than you usually have it. By the stars Dusk you even have the most girlish shampoo I've ever seen in the bathroom!"

"..." I remained silent, "I haven't got time for this..." I left in a hurry. What was Spike bloody thinking, me acting strange? I'm perfectly fine. I've been a bit on the tired side sure... but I'm always working late.

Then again I have been a bit out of it lately, I've been blacking out once or twice a day now and I can't seem to remember what I was doing at the time. Maybe if this keeps up I'll take a much needed vacation.

By the stars there's that feeling again, never mind that. I promised AJ and Mac I would help out with the Apple Orchard. I could use something to take my mind off it and what's been going on.

The orchard was massive, saying anything else would be an understatement. I was greeted by Granny Smith, who told me where to find them. It was still kind of easy to get lost, that’s just how big this place is. I had an idea where to look I just had to follow the sound of AJ’s whistling...It didn’t take long and I was greet by AJ waving over to me ,once she caught sight of me.

"Ah'm glad ya'll could give us a hand here Dusk." AJ beamed, "Nice to know ya'll 'aven't forgotten about us Apples." To be fair everything leading up to the accident has kept me busy, the only regular visitor I had was Rainbow because of her ‘surprise visits’ which was usually twice a week, through the living room window to be precise. Thank the sun I invested in all those beanbags and cushions.

"Hey don't worry about it." I returned with a smile, "Right now I could use the exercise, Spike's been grilling me for info I know nothing about."

"Oh anything in particular?" Mac asked raising a brow.

"He think's I'm sleeping with somepony." I explained, "And I haven't a clue to what he's on about."

"Ya'll strike me as more of the long lasting relationship fella Dusk." AJ commented, "Ah just can't see ya going on a wild fling in the hay."

"Eyup." Mac added as he walked by, apple filled baskets in hand. "Yer a tad too shy for that Dusk."

"...I'm not that shy." I muttered with look of defeat.

The hours flew by, as we worked. It was hard and gruelling, but I enjoyed every moment of it. It was getting kind of awkward however for me to focus however...

"Ya'll okay over there Dusk?" Aj asked, wiping the sweat from her brow.

"Y-yeah...I'm fine...just a little hot that's all." I answered half-heartedly. AJ raised a brow and wondered what had my attention.

There stood Mac, doing all the heavy lifting all hot and sweaty with out a shirt on. By Celestia look at those abs...no wonder Mac had all those mares after him, something inside me wouldn't mind a piece of him myself...I could almost feel that craving building up. My mouth was watering when I looked at Mac. I could feel that pleasant feeling building up, and my heartbeat beginning to race...

"Ya'll checkin' mah brother out Dusk?" AJ asked, snapping me back to reality.

"H-Huh wha?" I asked in confusion, "N-no I wasn't..." I denied it, honestly I had no idea what came over me there. What was that sudden need just now?

"Yer sure, Ah didn't reckon you swung that way Dusk." AJ joked. I brought my palm to my face and let out a sigh, and here I thought I was done with all the gay jokes after all this time...

"Even if I did AJ, the chances of me hooking up with your brother is about same as you tackling me right now, ripping my clothes off and giving me a ride I would never forget." I deadpanned, AJ just let out a snort in amusement.

"Ya'll offerin'?" AJ teased with a wink. “Ah certainly wouldn’t mind.”

"I--I-I...uh...wha?" I stuttered out, I didn’t expect that. “B-but...I-I.”

"Ah'm just messin' with ya Dusk." AJ joked, ruffling my mane a bit.

"Dusk would Ya'll mind givin' me a helpin' hand here?" Mac shouted, "Ah just need a hand movin' these empty baskets."

"Y-yeah sure..." I called over.

"Well I'll best leave you two to get to it then..." AJ spoke up. “If ya’ll excuse me Ah’m gonna see if a certain blue pest is nappin’ in one of the trees again.” My ears pricked up, I could definitely hear a faint snoring on the far side of the orchard.

It wasn't hard, but keeping my mind focused was another story entirely. I couldn't stop staring at that godly body of his, surely it was an utter sin for him to be so god damned sexy. You could practically worship those muscles...

"Dusk...?" Mac spoke up trying to get my attention, snapping and clicking his fingers in front of me.

And his face was so...handsome...the way his piercing green eyes looked at me from under the bangs of his blond messy mane...

"H-huh...wha?" I shook my head again, "What's wrong Mac?"

"Yer sure yer alright?" the physical god of a stallion in front of me asked.

"Y-yeah I'm fine..." I could feel that rising heat again, that oh so sweet addicting heat. "Never felt better in fact..." Mac put his hand on my forehead.

"Jeez Dusk you're burnin' up!" Mac exclaimed, I ignored him as my heart began racing, my breathing getting heavier. The heat was building up again, threatening to burst out of whatever dam that was holding it back and washing me away with it’s addicting touch.

My eyes weren't focused, as I grabbed him by the wrist. I wanted him to pull me close and ravage me...that heat just felt so damn good. Something deep down just wanted him to make me his...

"D-Dusk?" Mac asked worried, "Yer kinda worryin’ me here."

"...N-need you..." I slurred out, I could feel the familiar feeling of hips and backside filling out, my breasts growing fuller and fuller. Mac just watched on unable to move, "....side me...need you..."

"Dusk c'mon man snap out of it!" Mac exclaimed, wondering what had gotten into his sister’s friend.

"So...good...need more...want more..." Whatever reservations I had left me there and then, and I pulled Mac into a passionate kiss. Mac was taken aback, as I guided his hand lower. "P-please...t-touch me..." I whispered, "...n-need this..."

Mac was frozen in shock, as his hand was met with a warm, moist feeling where my stallionhood should have been.

"Dusk...what goin' on man!?" Mac pleaded me to come to my senses. "S-snap out of it man!!"

I let out a low growl, it didn't take much for me to push Mac on to the ground. It didn't take much for me to unbutton his jeans, I would rather have ripped them off, but I currently didn't have the right frame of mind.

"...Want you..." I let out a low feminine growl, "...Need you..." I glared at him with a lustful and predatory look. I wanted him, I needed him...no I had to make him mine.

"Is his mane getting longer?" Mac thought to himself, wondering what exactly was happening, "Not jus' that everything about him seems softer now..."

"D-Dusk what are you..." Mac was cut off as I took his shaft into my mouth, and began teasing it, tasting it.

I was quite happy bobbing up and down, a teasing lick here, a nibble there..I made sure to give every bit of him some attention. Mac couldn't help but groan with each lick and caress. I took in every inch of him, making me gag slightly and wince as I felt his shaft hit the back of my throat, fuck he could choke me with that thing if he wanted to.

I pulled him out of my mouth getting my breath back, he was so big and hard. His cock twitched in my hand as I jacked him off, as I panted heavily. I tilted my head at Mac confused, couldn’t he see I wanted him...I needed him? That I wanted him to fill me up with that cock of his and fuck me...

I took him back into my mouth, making sure to caress that weapon of his with my tongue. He could empty those balls of his and I would swallow every drop of it happily. I let out a muffled groan as my big soft breasts continued to swell to their full size underneath my t-shirt. My jeans were straining under the pressure my growing hips, thighs and full plump ass. I could just faintly hear the tearing at the seams.

I tore open my shirt exposing my soft lush breasts and wrapped them around his shaft, squeezing and messaging his cock between them, taking what peaked out into my mouth and maliciously teasing it.

My jeans burst and tore themselves apart right down the sides and the middle, exposing my soft plush backside to the open air.

"D-Dusk...oh...fuck..." Mac moaned out. "W-what's...unnnnnnnffff...goin' on?" I picked up the pace, making him squirm under my touch...I needed more...much much more.

"F-fuck me!" I pleaded, Mac just stared as I stripped off and threw aside my tattered clothes revealing a very naked mare much to his surprise.

"Wha...Mmph!?" Mac was cut off when he got a face full of my wet pussy.

"Lick me..." I asked simply, "I-I need to..." If Mac had any reservations, he'd more or less thrown them to the wind when I began sucking him harder. "F-fuck...H-haaah!...Mmmmph!!"

I could feel each caress and lick of his tongue, oh by the stars it was heaven, you could tell he's done this before...Each flick intensifying the inferno in my soaked marehood even more. By the stars was he spelling the alphabet with his tongue down there? I needed him...I wanted him inside of me...

I got up allowing Mac to breath again...

"D-Dusk...What's happenin' to yer?" He asked panting for breath...only to be greeted by the sight of me bent over against a wall, with my soft plump ass, and wet lips gently swaying in a effort to entice him.

"...Fuck...me..." I pleaded, "...I-I...want you...p-please!"

"Ah'm not gonna get any answers..." Mac muttered under his breath, "Best Ah play along for now..."

I could feel Mac grope and slap my backside, it felt amazing to be teased like this. I could feel my wetness drip down my inner thighs, I positively tingling with anticipation...

I could feel him enter me...filling me up...swallowing up every last delicious inch. Oh Celestia it was even better than I'd imagined, I love how rough he was pounding into me. Those big heavy balls of his slapping against me, his huge meat thrusting back and forth going deeper each time...

"H-hah...Aaaahhhhh!!!" I couldn't keep quiet any more, it was too much, it felt too good, I needed more..."H-harder...Mac...F-fuck me harder!!!"

"Ngh...D-Dusk what's gotten into yer all of a sudden?" Mac spoke out in between each grunt and thrust...

"N-not D-Duskie...Ooohhh fuck....N-name's T-Twilight! Hah...fuckfuckfuck!!!" I corrected, pounding the barn wall with my clenched hand. "Harder...Ahnn..F-fuck me harder...!"

Mac obliged, and everything ended in one earth shattering scream as he filled me up with his seed. “H-haah...f-fuck...” I didn’t want him to pull out, I wanted to savour this feeling...I felt so full, so wonderfully and blissfully full...

"D-Dusk...a-are yer alright?" Mac asked, I gave no response aside from heavy breathing and a dopey happy sigh of contentment, before passing out in his arms.

Mac stared at the unconscious mare that was one of his closest friends, one of his male friends. Mac looked around, making sure the coast was clear, Celestia help him if Rainbow Dash or his younger sisters saw this. Mac wanted answers to why Dusk suddenly decided to jump the gender gap and pretty much ask him to fuck him silly.

"Oh no..." Mac thought to himself fully realizing what had happened, "Ah better get him to his home..."

When I came to a little while later, I couldn't help but notice I was back in my room.

"Mac?" I asked, knowing he was the last person I was with.

"Ah'm here..." Mac said with a look of relief. "Ah do believe you've got some explaining to do...Dusk." I frowned...

"My name is Twilight Sparkle, not Dusk handsome..." I flirted, "I'd thought I told you that..." Mac was eyeing me, I wondered briefly if he saw something he liked or if he was up for another round.

"Fair enough Twilight..." Mac answered, "Would yer kindly explain why one of mah sisters friends suddenly turns into mare and asks me to fuck her brains out?"

I stretched and yawned before adjusting myself so I was lying on my stomach.

"Maybe I will...maybe I won't..." I teased playfully, "Maybe I will that you keep this between us...is that too much to ask for?"

"..." Mac glared at me a bit, i must admit it made him look kind of sexier. "Alright then..."

"Well...you see, Duskie is far too shy for his own good." I explained, "I don't know why but I get to come out and play every now and again. I guess you could say I'm Duskie's ideal self, if anything." Mac raised a brow at my answer, "I don't mean to cause any harm...I don't intend to either...if anything it's the change that's the most dangerous part."

"Dangerous how?" Mac asked,

"It's addicting...Duskie literally gets off to it, but then again he can't help it." I giggled, "then I get to play and have my fun for a couple of hours."

"So you'll change back?" Mac inquired raising a brow. "This isn't a permanent thing right?"

"I will go back to be the shy and awkward Duskie you know." I answered, "and he won't remember a thing."

"..." Mac frowned. "I'll keep yer secret for now...ya'll just watch yerself and don't get Dusk into any unwanted trouble." I nodded as could feel the tiredness setting in...”Ah’ll be keepin’ a close eye on yer.” I hoped he did, you never know I might just give him a free show...

"'kay...I'll be good..." I yawned, I wondered where this tiredness was coming from...oh right Duskie. "I'm gonna get some..." Mac just watched as I fell asleep, before deciding to leave me to sleep it off.

Back at the Apple Acres, AJ was wondering what was wrong with her older brother, he seemed to suddenly disappear on her a few hours back when he asked Dusk to help him out.

"Ya'll alright Mac?" AJ asked wondering what was up with her older brother, "Ah don't suppose ya'll know what all that racket was back in the orchard?"

"Eyup!" Mac responded simply refusing to elaborate, "Nothin' a cold shower and a night of hard drinkin' won't fix..."

"Is Dusk okay?" AJ asked concerned, "Ya'll seem kinda out of it."

"..." Mac paused, "He's jus' tired...guess all that work must of wore him out." AJ left Mac alone to his thoughts. He was wondering what he had just gotten himself into, he couldn't believe he'd just more or less rutted Dusk into next week.

"By the way AJ, Ah don't suppose yer heard anything funny did yer?" Mac asked his younger sister, who in return just blushed.

"Nah, Ah was kinda busy." AJ replied sweating a little bit, "Yer know how Ah get caught up workin'."

"Did Dusk know about this?" He pondered briefly, "And what did she mean by his ideal self?"

"Didn't Dusk have a crush on Princess Luna?" Mac muttered to himself unsure of what make of today's events, "Ah could have sworn Dusk mentioned it once or twice."

I stirred for a moment, blurry eyed, Oh god what happened? Last thing I remember was helping Mac back at the barn, I lost focus and...I frowned, I was drawing up blanks again.

"Did I black out again?" I muttered to myself, I got up. Made my way to the mirror. I couldn't help but notice I wasn't wearing anything, and that I had a slight limp in my step.

I looked into the mirror and saw myself, I didn't notice anything unusual maybe my features looked a tad softer, but that could just be due to the light or my grogginess from just waking up. I checked the clock by my bed; it was 6:35 in the evening. What happened? Last time I checked it was one in the afternoon. Was I really out for that long?

I did wonder about where the limp came from. Something inside couldn't resist a rather faint far off smile that seemed to appear faintly on my lips. I dismissed it maybe I hurt myself or something.

"Maybe I'll ask Mac what happened after I passed out." I muttered to myself. I groaned as I got dressed and made my way downstairs. I could hear a faint knocking on the front door. I opened it only be met with a rather concerned looking AJ.

"AJ?" I greeted, "W-what brings you to my door?"

"Ah'd like to ask yer about what happened in that barn for one." AJ answered with look of concern, "Ya'll seem to disappear after that. Ah tried askin' Mac but he ain't talkin'."

"I don't know what happened AJ." I explained, "One moment I'm helping Mac in the barn, the next I'm waking up here. I was kind of hoping you'd be able to tell me."

"Yer seemed to be actin' rather strange to..." AJ explained, voicing her concern. "Ya'll seemed to eyein' mah big bro like he was a piece of meat earlier."

"Wha?" I just stared at her dumbfounded, "You know I don't swing that way right? Jeez AJ even if I was eyeing up somepony like that it would have been your fine ass I would have eyeing up." I said simply, before blushing in embarrassment realizing what I had just said. "Y-you know i-if I did that sort of thing." AJ just stared at me, she seemed to contemplating something as if she was recalling something that was said earlier.

"Ya'll been havin' these black out spells long sugarcube?" AJ suddenly asked. I raised a brow at her question, but she had brought up a good point.

"On and off the past couple of days," I answered, "I guess I've been working myself too hard, maybe I need a break or something. Getting out more would do me some good, I'm starting hate to be cooped up in here nearly all day." AJ let out a sigh of relief, seemingly satisfied with my answer,

"Y'know, Ah don't know where yer new confidence is comin' from Dusk." AJ gave me a small smile, "But if ya'll keep it up, ah reckon we'll have a real lady killer on our hands sugarcube."

"Erm...thanks..." I honestly didn't know what to say to that comment. AJ just let out a laugh at my embarrassment.

"Not a problem sugarcube." AJ spoke as she got up and made her own way to the door. "Ya'll don't push yerself too hard ya hear?" I just nodded, as I watched her leave.

"Maybe I should help her go apple picking more often..." A stray thought crossed my mind, "I wouldn't mind another piece of the pie." I shook my head, a look of confusion etched on my face.

"Did I really just think that?" I muttered to myself. I brushed the stray thought aside and decided to review my research notes, maybe I can figure out what went wrong. I could feel a slight craving whispering away in the back of my mind, maybe figuring out what happened the other night might answer some questions.

As I sat at my desk going over my notes, I couldn't seem to understand why the catalyst crystal had exploded and turned to dust.

"Let's see Sugar and Spice...acts like a aid to the crystallization," I muttered, "Heart's Desire ground up into a fine powder...I don't see anything wrong there, Crystallized Lust...that was the ingredient that would start the crystallization and finally the Liquid Courage...which was the bonding agent in it all." I frowned, "The crystal formed perfectly though..." I muttered to myself putting my research notes back on the desk. "Then...the moonlight...of course." I groaned, how could I have been so stupid. "The moonlight was the final requirement for binding the enchantment, but with out a spell to manage it...it overloaded the crystal."

I rubbed my temples, and thought for a moment. When the crystal exploded everything in the room would have been irradiated with whatever the enchantment that would have been used, but since there was no enchantment...
"I just don't get it." I muttered, "The crystallization would have eliminated any side effects the ingredients would have had, if anything it would have the positive qualities instead." I pondered everything I had reviewed, as I got up and paced back and forth.

"Say something did happen, the moonlight's role in the enchantment would have supercharged the crystals properties which would have explained why the crystal turned to dust..." I concluded, "if there was a spell used it would have bonded itself to the nearest possible thing..." I looked around the room trying to jog my memory, "The Pedestal maybe? No..." I shook my head, "Stone doesn't hold enchantments or magic for very long, unless it was reinforced by runes or a glyph."

I was drawing blanks, I just couldn't figure out what exactly happened. "When I came to, I was on the far end of the room..." I paused for a moment, "No that's impossible...that would have only been a problem if there was a spell cast, and I'm very much certain I didn't cast one."

I reviewed my notes once again, double checking if I missed anything but either I failed find anything unusual or I was missing something entirely. I craned my neck and stretched.

"Have I really been acting strange lately?" I asked myself, I was grateful Spike was away for a couple of days helping out the princess. To be honest I really didn't want deal with him right now after our last little spat. "AJ says I've been a bit more confident lately, but that couldn't be a bad thing right?"

A image of AJ, all hot and sweaty flashed before my eyes. I blushed at the thought of her stretching in that tight top and jeans, I wondered how'd she would look in some yoga gear, that ass of hers could go on for days...I personally thought only Luna could have a nicer ass than AJ.

I couldn't help but think how tight that toned ass of hers must feel, if Luna's looked so soft and inviting, then AJ's was demanding to be worshipped. By Celestia the Apples must have very good genes...

I could feel it building up again...that wonderful and addicting heat kissing and caressing me all over. I don't know why I missed this feeling, or why I just craved it and wanted to give in to it.

"H-haaah...!" I groaned out in bliss, I felt so hot and wonderful all over...it was like a tingling sensation, a very, very good kind of tingling. "H-hot...I-I feel...h-hot..."

I could feel my body get slimmer, my stallionhood retreating and regressing...I didn't want the damn thing anyway, I didn't need it...but this feeling...this wonderful, addicting feeling...

"M-more...I-I...oh fuck...w-want..." I moaned out, "M-more..."

My breasts began to swell slowly, getting fuller and bigger. My hips and soft plush ass joined soon after. Each bit of growth and change sending a wonderful and pleasant shiver up my spine. I could feel my mane growing, lengthening to what it should be. My face softening, lips getting fuller...

"D-don't stop...p-please..." I pleaded to whatever was giving me this wonderful feeling. This intoxicating feeling, by the sun I could get drunk off this feeling and what it does to me.

Flashes of what happened with Mac resurfaced in my lustful haze, and it only intensified the feeling, driving me over the edge and wanting more...

"O-ohhh f-fuck...!" I let out a happy blissful feminine moan, as the heat in my nethers only intensified. I unbuttoned my jeans and threw them off, I needed this, I wanted this...I craved this.

I felt so wet and warm, if anypony else was here they would have noticed the dampness between my legs slowly running down my thickening thighs. It felt so good to finally rub my clit, pacing myself between slow gentle caresses and a quick rough touch.

"Fuckfuckfuckfuck!!!" I chanted in my lust, that wonderful heat grew as my hips, ass and breasts expanded further before settling on their usual size. "I'm gonna..." I rubbed and caress faster, driven by the utter desire that had set my body ablaze. "I'm gonna....Uh...o-oh fuck...FUCK!!!" I was building up, the heat growing with each blissful and wonderful touch.

It finally became too much for to bear, as I crashed to my knees with one final fulfilling blissful scream of pleasure...
I knelt there for a moment, gasping and panting trying to get my breath back I reeked of sex and sweat...I'd bet if anypony came in here right now they would be in for a rather pleasant sight.

"C'mon Twilight pull yourself together..." I mentally scolded myself, as I picked myself up, "All work and no play and all that..." I giggled to myself, "It's Friday...and that means ladies night...and Twi's time to shine."

I was standing outside a popular club and bar, the Ice-9. I do recall Duskie hearing about it from Rainbow Dash. Apparently the DJ was very well known in Canterlot, and who knows I might get lucky and catch myself a mare or two.

I was dressed for a casual night out, a simple single strapped black dress that came down to my thighs that was longer on one side, enough to tease a fair bit stocking clad of leg, a simple black choker around my neck with a silver star dangling from it and a matching pair of earrings. I did a bit of light make up that brought out my eyes, and styled my mane in a simple top knot, I would have done something more if I had enough time on my hands. I did however make sure to conceal my wings with a simple concealment charm.

The music was blaring, heavy base thundered through out the club from the dance floor. I walked up to the bar with a sway in my step, I caught a few lustful looks from the various mares and stallions in the crowd around me...good I wanted them to look...

I ordered my drink, I had make a note of the fact Duskie was a bit of a lightweight when it came to alcohol and I wasn't any different, at least I should think so.

"You new around here?" the bartender asked, she was a pretty young thing, a nice slim figure and a pretty face.

"I am...name's Twilight." I shot her warm smile, "I've been meaning to check this place out...all my friends have been talking about it. So what's a pretty young thing doing working here?"

"...I uh...work here part time..." the barkeep stuttered cutely.

"Oh don't worry..." I reassured, "I won't bite...hard." I laughed a little at her reaction as she went on to serve the other ponies here. I scanned the crowd wondering if I would run into anyone I knew...I found one shy little cutie sitting by herself, sighing and looking utterly bored.

"A cutie like that all on her own in a place like this? Surely this has to be a crime." I muttered to myself.

The unicorn mare in question was a a little smaller than I was, bright deep blue, a silvery blue mane and tail with a midnight blue plush fur. She was a wearing a similar tight black backless dress to what I was. She was very busty, but I would say her best feature was that soft and inviting backside of hers.

"Well I'm going to have to work my magic here aren't I." I grinned, "Can't have such a pretty thing all by herself can't we."

I bought an extra drink, and made my way over to the cutie in question, she seemed to be looking at me with a blush on her cheeks...maybe I reminded her of someone she knew, who knows I get that a lot.

"Mind if I take a seat...you look like you need someone to talk to, and a drink." I offered.

"N-no I don't mind." The mare said shyly, "I-I was just thinking."

"About what?" I inquired. "I'd would have thought a pretty thing such as yourself would be having the time of your life here."

"I kinda snuck out..." She admitted, "My sister doesn't know I'm here...I-I just needed some space from her."

"Over bearing type is she...?" I guessed, "Can't say I blame you for sneaking out, we all need that time to cut loose every once in a while. Being cooped up in one place all the time doesn't do anyone any favours."

"You really think so?" She replied, "I guess my sister just needs to lighten up a bit more and unwind. She's been telling me to stay away from someone...s-someone I like..."

"Hmm...who's the lucky stallion..." I asked curious, "or is it another mare? I won't judge."

"I-I..." She stammered with an adorable crimson blush, "His name is Dusk Shine..." Oh now that caught my interest, such a shy little thing like her has the hots for Duskie.

"Lemme guess he's the shy and awkward type?" I inquired, "Maybe you should take the first steps Hun...he'd probably get too flustered to take the first step."

"R-really?" She asked, I nodded.

"Trust me types like him, practically take forever to spit it out." I continued, "It's cute, but it's hard to get anything out from them...maybe I could give you a few tips with your confidence."

I stood up and offered my hand with a warm smile, she seemed a tad unsure but she gathered the courage after downing her drink and joined me on the dance floor. It was slow song playing, not my taste but it would have to do.

"First tip," I whispered in her ear, "Don't be afraid to take risks, in places like this don't be afraid to tease every now and then." I twirled the smaller mare and pulled her close, she let out an adorable squeak. I gave her a quick peck on the lips. "Just do what I do...it helps a lot with confidence."

She leaned in, snaking her arms around my neck and leaning in. She was slowly getting into it even getting the courage to nibble on my lower lip.

"See..." I whispered huskily into her ear, "You're getting it, just take it in slow small steps, just ignore everything around you." I could tell she wasn't used to this, having another mare in her arms like this. I could tell she had it bad for Duskie, but I wasn't going to let that stop me now was I?

"...Maybe we should do this in private..." I whispered, "You look a little tipsy..."

"Mmm..." She contemplated it, "Maybe your right...I feel kind of awkward here..."

I led her to a private booth, and the first thing I did was have her press up against the wall and began kissing her passionately. It was always the shy one's wasn't it, give them a taste and they helplessly addicted to it. I couldn't help but grin mentally at the irony.

She was letting out a rather content moan, with each kiss and nip of the nape of her neck. She cooed at my touch against her bare thighs.

"Are you enjoying this?" I whispered sweetly, "This is your first time with a mare isn't it?" She let out a hushed squeal and nodded, as I gave her soft plush ass a tender squeeze. "Just relax...and let me teach you..."
I undid the strap of her dress, and kiss my way further down to her bare chest. I made sure to give her generous chest plenty of attention, each caress , lick and grope earned me a low moan from her, I noted she's either very sensitive or no one's done this to her for a while.

I made my way lower sliding her dress off as I kissed and licked my way further and further down.

"Are you ready?" I asked, making sure she was comfortable. She gave me a cute and pleading look urging me to continue. I smiled and brushed her panties aside, spread her lips and began to caress her clit with my tongue.

"H-Haahhhhhhh." She moaned, her hips thrusting with each lick and caress of my tongue. "W-where did you learn....oohhhhhhh fuck..."

I didn't answer, how could I? I was currently spelling out various runes and glyphs with my tongue. Who knew they could be used for this, I had to hold back a chuckle.

"Fffffff...." She let out another low moan, she was enjoying this and I could tell she was building up, and fast...She really wasn't used to this attention. "Fuckfuckfuck!!!....Ooooooooohhhhhhh right there...."

I could feel a familiar pull...I mentally groaned. Dammit Duskie you just had to be such a spoil sport...I decided to shift my tongue into overdrive, sending the cute shy mare into an absolute frenzy of bliss.

"Oh by the moon...I'm cumming!!!" She could practically break the place down with her lust-filled scream. Thank the sun these booths had one hell of a silencing charm, I bet they could even withstand the Royal Canterlot Voice.

"I hate to kiss and run Hun, but maybe I could get your name?" I smirked, at the sight of the panting mare in front of me, "I'd like to continue this sometime."

"..." She seemed hesitant for a moment, "My name's Moonlight Rising...yours?"

"Twilight Sparkle..." I answered with a smile, "I'd hate to leave like this but time is really running short for me." I gave her a kiss, and left with a smile on my face.

The mare in question just stared dumbfounded at the spot I just left. Her blush intensified...as she recalled our previous encounter.

"No...Ohnononononono!!!" She panicked, "How did she find me here? Oh by the moon and she just...I let..." It hit her finally she should have seen this coming, she felt utterly foolish about not recognizing her sooner.
She couldn't believe she had just let this happen, her sister would be furious with her if she found out she snuck out. If she got back now she could say she was researching in her room, or perhaps stargazing in the garden...

Omake

“What the hell was that sound?” Rainbow’s ears pricked up. “Your brother got a mare over ther...mmmmpphhff?” AJ just glared at the naked sky blue mare, and smothered her with her strong bare thighs.

“Now listen ‘ere RD.” AJ groaned in frustration, “Ah need a break from apple buckin’ all mornin’, and now Ah could use a good apple fuckin’ yer got me RD?”

Rainbow’s only response was to give her blonde lover one hell of a tongue lashing...

Author's Note

Hope you enjoyed the chapter. I'm honestly quite surprise at all the feedback I've gotten over this fic, and thank you to everyone who's pointed out corrections I've missed.

• Silent out

Edit: Extended the chapter, particularly the Twi/Mac sex scene and added an Omake. I did some grammar edits too.